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TORONTO TRANSIT COMMISSION REQUEST FOR BIDS

FOR RENTAL OF TROMBONE AND LOW BOY TRAILERS FOR UP TO A

5 YEAR TERM

BID NO. P31CA14166

CLOSING: AS SET OUT IN SUB-SECTION 1.3 OF

SECTION 00 21 00

BID SUBMISSION TO: 1ST FLOOR RECEPTION DESK 1900 YONGE STREET TORONTO, ONTARIO CANADA, M4S 1Z2

ATTENTION: HEAD - COMMISSION SERVICES DEPT. July, 2014 Toronto Transit TTC

Toronto Transit Commission Section 00 21 00 P31CA14166 INSTRUCTIONS TO BIDDERS INDEX Sub-Section No. TITLE PAGE NO. 1 SPECIAL INSTRUCTIONS ...................................................................................... 1

2 DEFINITIONS AND INFORMATION .......................................................................... 6

3 BID OPENING ...................................................................................................... 8

4 BID INQUIRIES ..................................................................................................... 8

5 COMMUNICATION RESTRICTIONS ......................................................................... 8

6 ADDENDA ......................................................................................................... 10

7 INVESTIGATION BY THE BIDDER ......................................................................... 10

8 BID PRICING .....................................................................................................111

9 LIST OF BIDDERS ..............................................................................................111

10 FREEDOM OF INFORMATION & PROTECTION OF PRIVACY ACT .............................. 11

11 WORK PERFORMANCE ......................................................................................111

12 INSURANCE REQUIREMENTS............................................................................... 12

13 EXECUTION AND SUBMISSION OF CONTRACT DOCUMENTS .................................. 12

14 PARENT COMPANY INDEMNITY .......................................................................... 12

15 ACCESSIBLE CUSTOMER SERVICE TRAINING REQUIREMENTS ................................ 13

16 PROHIBITION AGAINST GRATUITIES .................................................................... 13

17 JOINT VENTURES .............................................................................................. 13

APPENDIX APPENDIX 1 – SUBMISSION LABEL

Toronto Transit Commission Section 00 21 00 P31CA14166 INSTRUCTIONS TO BIDDERS Page 1 1 SPECIAL INSTRUCTIONS 1.1 This Request for Bids (RFB) is issued by the Toronto Transit Commission (TTC). 1.2 Any subsequent Contract will be between the TTC and the successful Bidder. 1.3 Closing: MONDAY, SEPTEMBER 15, 2014 by 2:00 p.m. Toronto time on the TTC’s clock

located in the lobby of 1900 Yonge Street, at the reception/security desk. 1.4 Buyer: Monica Tudoran at Facsimile No. (416) 537-0385 or E-mail:

[email protected]. 1.5 Submission Requirements NOTE: The Bidder should not submit resumes or company brochures. Failure to adhere to

these requirements may result in the Bidder’s submission not being evaluated further.

The Bidder shall complete and submit the Bid Form, included as Section 00 41 00, along with its Bid package in a sealed envelope and affix to the envelope the label included as Appendix 1 of Section 00 41 00.

1.5.1 Pricing Information In accordance with sub-Section 1.6 - BID EVALUATION AND ACCEPTANCE of Section 00

21 00, only the Pricing Information from the qualified Bidders will be considered. All prices or rates shall be stated in Canadian funds:

.1 The completed “Price Schedule” attached as Appendix A to the Bid Form – Section

00 41 00.

Unless specifically shown to the contrary, Bid unit prices shall be considered firm, in Canadian Funds, and must include any and all expenses that may be anticipated and incurred by the Bidder while providing the Work as specified in this RFB. No additional costs will be considered.

Quantities of materials stated in the Price Schedule are estimates only and should not be

interpreted as indicating a minimum or maximum quantity. The quantities shall be used as a basis for comparison upon which the award of a contract will be made. These quantities are not guaranteed to be accurate and are furnished without any liability to the TTC whether decreased or increased.

The Bidder shall include in its Bid, extended prices based on the estimated quantities for

items of Work shown in the Price Schedule. Such extended prices shall be the product of the unit prices multiplied by the estimated quantities. Payments shall be based on the actual Work required and performed, at the Contract unit prices, subject to the terms and conditions of the Contract Documents. The TTC reserves the right to negotiate for greater discounts should actual expenditures/usage exceed estimated expenditures/usage.

Included herein is Price Schedule (Appendix A) which includes three sections, Section A,

Section 00 21 00 Toronto Transit Commission INSTRUCTIONS TO BIDDERS P31CA14166 Page 2

Section B and Section C. Bidders must submit pricing for all 3 sections A, B and C. Price Schedule (Appendix A)

Section A:

This section includes 14 items and requires firm unit prices based on estimated annual quantities. The unit pricing for items 1 to 6 shall not include the insurance costs. The insurance unit pricing shall be identified separately under items 7 to 12, respectively (if no charges are indicated for items 7 to 12, it will be interpreted by the TTC that the bidder will insure the trailers at zero cost). Section B: This section includes 13 items. Bidders are required to provide information on the deductible amount(s) for the insurance coverage (item 1) and pricing for items 2 to 13. The unit pricing for items 2 to 13 shall include the insurance costs. The Pricing information in Section B shall be used for administrative purposes only and will not be used in the Bid evaluation.

Section C: This section includes 3 items. Bidders shall provide pricing on all of the items. The Pricing information in Section C shall be used for administrative purposes only and will not be used in the Bid evaluation.

1.6 Bid Evaluation and Acceptance 1.6.1 A Bid may not be withdrawn after the Bid Closing, until expiration of the required Bid

validity specified in sub-Section 9 - VALIDITY of Section 00 41 00. 1.6.2 Subject to sub-Section 1.6.6 of the Instructions to Bidders – Section 00 21 00, the

evaluation of Bid submissions shall be based on any or all of the following:

.1 The information submitted by the Bidders as requested in sub-Section 1.5 - SUBMISSION REQUIREMENTS of Section 00 21 00 and completeness thereof.

.2 The Bidder's and each proposed Subcontractor’s, performance rating with respect

to previous TTC contracts (see sub-Section 11 - WORK PERFORMANCE of Section 00 21 00).

.3 The Bidder's and each proposed Subcontractor's performance on current on-going

work assignments with the TTC.

.4 Compliance with all mandatory submission requirements, if applicable, including the requirements identified as pass/fail. If the Bidder fails on any of the mandatory submission requirements, its Bid shall be deemed to be not acceptable and will not be evaluated any further.

Toronto Transit Commission Section 00 21 00 P31CA14166 INSTRUCTIONS TO BIDDERS Page 3

.5 The TTC will review and evaluate the pass/fail submission requirements of all Bids received to establish a list of Bidders who are considered qualified for further evaluation.

.6 Upon completion of the evaluation of the pass/fail submission requirements, only

then will the "Pricing Information" be considered as a factor in the evaluation and selection process.

The basis of award will be the lowest evaluated price of all qualified Bids. Any errors, inconsistencies or ambiguities in the Bid submission shall be subject to the interpretation of the TTC. Each and every alteration or erasure made in the Bid shall be initialled by an authorized representative of the Bidder. If applicable, whenever the amount tendered in a price schedule for an item does not agree with the extension of a Bid quantity and the tendered unit price, the unit price shall govern and the amount and the Total Bid Price shall be corrected accordingly. The TTC reserves the right to correct mathematical errors for evaluation purposes. The estimated quantities identified are for evaluation purposes only.

In the event that the TTC receives two or more Bids identical in price, the TTC reserves the right to select one of the tied Bids by way of a coin toss (in the case of two identical bids), or lottery (in the case of more than two identical bids).

1.6.3 The Bidder shall be deemed to have accepted all terms and conditions of the Bid Documents unless explicitly excepted or qualified in its Bid. Any exception as defined in the TTC’s Procurement Policy, to the Bid Documents requirements, may render the Bid unacceptable. The TTC’s Procurement Policy and list of common “Bid Irregularities” are located on the TTC Web site at:

http://www2.ttc.ca/TTC_Business/Materials_and_procurement/index.jsp At its discretion the TTC reserves the sole right to clarify the Bid of a Bidder in order to

satisfy itself as to the intent of the Bid. 1.6.4 The TTC's right to accept or reject any Bid or to cancel this Request for Bid at any time

prior to the Notification of Award, is expressly reserved without liability to the TTC. The Bidder shall bear all costs and expenses incurred by itself relating to any aspect of its participation in this Request for Bid, including but not limited to, the Bidder’s involvement in:

• the preparation, presentation and submission of its Bid; • attendance at a Pre-Bid Meeting or any other meeting with the TTC, if applicable; • due diligence and any information gathering processes.

1.6.5 The TTC is under no obligation to the Bidders to accept any Bid from Bidders that have

an unsatisfactory “Contractor Performance Review” rating or which had contracts with the TTC which were terminated for default or from Bidders that have previously been given a “Notification of Award” of contract by the TTC and defaulted in proceeding with the work of the contract; or any Bidder that has submitted false or misleading disclosure of Lobbying; or non-disclosure of Lobbying by the Bidder. The TTC also is under no

http://www2.ttc.ca/TTC_Business/Materials_and_procurement/index.jsp

Section 00 21 00 Toronto Transit Commission INSTRUCTIONS TO BIDDERS P31CA14166 Page 4

obligation to accept any Bid with whom an officer or director of that Bidder has been an officer or director of a company/consultant that has previously received an unsatisfactory performance rating, or has had a TTC contract that was terminated for default or has been given a “Notification of Award” of contract by the TTC and defaulted in proceeding with the work of the contract.

1.6.6 Bidders are strongly encouraged to provide all information requested in sub-Section 1.5 -

SUBMISSION REQUIREMENTS, of Section 00 21 00. Failure to provide the requested information may render the bid non-compliant.

For purposes of this RFB, “comply”, “complies” and “compliance” mean that the Bid conforms to the requirements of the Bid Documents without material deviation. A “material deviation” in a Bid is any failure to comply with a Bid Document requirement that, in the sole discretion or opinion of the TTC;

(a) impedes, in any material way, the ability of the TTC to evaluate the Bid;

(b) affects the TTC’s ability to enforce the Bidder’s obligations pursuant to the Bid Documents; or

(c) constitutes an attempt by the Bidder to revise the rights or obligations under the Bid Documents in a way not permitted by the RFB.

If at any stage of the evaluation process or at any time up to award of a contract, the TTC determines that a Bid is non-compliant pursuant to this RFB, the TTC may, in its sole discretion and without liability, cost or penalty, declare the Bid to be non-compliant and the Bid shall not be given any further consideration.

For the purpose of clarity, each Bidder acknowledges and agrees that the TTC’s evaluation of compliance with the Bid Documents is not an evaluation of absolute compliance and that the TTC may waive failures to comply that, in the TTC’s sole discretion, do not constitute a material deviation.

1.6.7 The Bidder understands and agrees that the TTC may, if deemed necessary, verify any

information provided in the Bid. In addition to the references provided by the Bidder, the TTC reserves the right to use its own experiences with the Bidder in previous contracts to evaluate the Bidder’s performance.

1.6.8 Every Bid shall be submitted on the prescribed Bid Form as set out in the Bid Documents, and shall:

(a) be completed without inter-lineation, alteration or erasure of or with respect to;

(i) any of the pre-printed text provided on the form; or

(ii) information included on the Bid Form, unless the effect thereof is clear and unambiguous as is the assent of the Bidder to that inter-lineation, alteration or erasure (e.g. by initialling); and

(b) bear the original signature of the Bidder (or, in the case of a Bid submitted by a corporation, a person represented to be an authorized signing officer of the corporation), inscribed in the space provided.

All words and phrases forming part of the Bid must be written out in full, and abbreviations should not be used. Where an abbreviation is used contrary to this


requirement, any ambiguity or other uncertainty shall be as determined by the TTC at its sole discretion.

The TTC, in addition to any other remedies it may have in law or in equity, shall have the right to rescind any Contract awarded to a Bidder in the event that the Bidder made a material misrepresentation or submitted any inaccurate or incomplete information in its Bid, or made any unauthorized amendment to the terms and conditions set out in the Bid Form, other than inserting the information requested and signing the Bid Form. Where the Bidder is not disqualified despite a discrepancy or inconsistency between the Bid Form that it submitted and the Bid Form prescribed by the TTC for the RFB, the Bid Form prescribed by the TTC for the RFB will prevail.

The TTC reserves the right at its sole discretion to refuse to accept any Bid from a Bidder that:

(a) received an unsatisfactory “Contractor Performance Review” rating in relation to a previous contract with the TTC;

(b) had a previous contract with the TTC that was terminated for default;

(c) was previously given a “Notification of Award” of contract by the TTC and defaulted in proceeding with the work of the contract;

(d) has submitted false or misleading disclosure in relation to sub-Section 5;

(e) failed or refused to comply with any applicable federal, provincial or municipal law governing this Bid or a prior contract with the TTC; and

(f) is an affiliate of or successor to any corporation described in clauses (a) to (e), including any Bidder that is controlled within the meaning of the Ontario Business Corporations Act by the same person or group of persons who so controlled any corporation described in clauses (a) to (e) above.

1.6.9 It is TTC intention to award one contract for the entire requirement to commence approximately on January 1, 2015.

1.7 Award of Contract 1.7.1 Subject to sub-Section 14, the successful Bidder will be awarded a Contract with an

upset limit dollar amount that is anticipated to cover expenditures under the Contract based on TTC’s preliminary estimate of the total value of the Work, this amount may include a contingency for variations in the original estimate. Thereafter, unless otherwise set out in the RFB documents, the successful Bidder will be authorized to proceed with the Work only as directed by the TTC Representative on an as required basis.

1.7.2 The contract will be established as upset limit amount for up to a 5 year term and shall

commence approximately January 2015. TTC reserves the right, at its sole discretion, to extend the contract for up to an additional 2 years at any time prior to expiration of the contract subject to satisfactory performance and acceptable price negotiations.

Section 00 21 00 Toronto Transit Commission INSTRUCTIONS TO BIDDERS P31CA14166 Page 6 2 DEFINITIONS AND INFORMATION 2.1 Additional Definitions The following additional definitions shall apply to all Bid Documents and references to the

singular throughout the Bid Documents shall be considered to include the plural and vice versa as the context requires.

All capitalized terms unless otherwise defined in these Instructions to Bidders shall have

the meaning as set out in the General Conditions and/or Supplementary Conditions of the Bid Documents.

“Addendum” or “Addenda” means any documents as defined in sub-Section 6;

“Bid Documents” means the Instructions to Bidders, Information Available to Bidders (if applicable), Bid Form, List of Similar Contracts Completed, General Conditions, Supplementary Conditions, Scope of Services, any Contract Drawings and any Addenda;

“Business Day” means any day other than a Saturday, Sunday or public holiday observed by the City of Toronto and/or the Province of Ontario;

“Closing” means, subject to any amendment by way of Addendum, the closing date and time specified in sub-Section 1.3;

“Buyer” means the person identified as such from time to time by the TTC;

“Instructions” means these Instructions to Bidders;

“Submission Requirements” means the submission requirements set out in these Instructions, and in particular the requirements set out in sub-Section 1.5;

“Submission Envelope” means the envelope properly sealed and marked to identify the RFB and Closing as provided in these Instructions;

“Submission Label” means the label provided by the TTC with the Bid Documents to be adhered to the Submission Envelope and marked to identify the RFB and Closing as provided in these Instructions (or as revised by Addendum);

Toronto Transit Commission Section 00 21 00 P31CA14166 INSTRUCTIONS TO BIDDERS Page 7 2.2 Information from the TTC

It is the responsibility of the Bidder to carefully examine the Bid Documents, and to seek clarification from the Buyer on any matter it considers to be unclear. The TTC shall not be responsible for any misunderstanding on the part of a Bidder concerning the RFB, the Bid Documents or the process to be followed by the TTC. Each Bidder is requested to report any errors, omissions or ambiguities in the Bid Documents to the TTC. If a Bidder has a question or wishes to seek clarification, the Bidder shall direct questions or seek additional information or clarifications from the Buyer as shown in sub-Section 1.4 or his/her designate.

Where these Instructions indicate that particular information is to be provided on or in a standard form document provided by the TTC to Bidders as part of the Bid Documents, that information shall be set out and provided on that form.

The Bidder is solely responsible for ensuring that its Bid is complete and correct and for ensuring that it is submitted to the address specified below on or before the Closing. Failure to complete the documents fully, or to provide all required documents and other information, or to comply with the Instructions to Bidders, may result in a Bid being rejected or in the Bidder being considered non-compliant.

The Bidder shall complete, execute and submit the Bid Form, including all required pricing information, together with the completed documents as listed in sub-Section 1.5.

All such information shall be included in the Submission Envelope.

The Bidder should not show its name, or any other identifying mark or information, on the Submission Envelope, but shall write the Closing date on the provided Submission Label which shall be adhered to the bottom of the Submission Envelope.

Sealed Bids addressed as follows will be received by the TTC at the 1st Floor Reception Desk on or before the Closing date and time:

Attention: Head – Commission Services Dept. 1900 Yonge Street

Toronto, Ontario, Canada, M4S 1Z2

Bids must be received before the Closing. Bids will not be returned once they have been accepted and date and time stamped by the TTC. Each Bid is deemed to have been received only at the time impressed on the date stamp.

The time of receipt shall be conclusively determined according to the TTC's reception desk time clock.

Prior to the Closing, a Bidder may:

(a) withdraw its Bid by giving written notice to that effect signed by a senior officer of the Bidder having the apparent or customary authority to give such a communication (such notice to be effective, only at the time of actual receipt by the TTC, as provided in sub-Section 2.2) and submit within an envelope marked “Withdrawal”; or

(b) submit a revised Bid prior to the Closing in the same manner specified in sub-Section 2.2. (Such revised Bid to be clearly identified as a revised Bid and dated as such and submit within an envelope marked “Revised Bid”, e.g. “This submission dated …, supersedes and replaces our Bid dated…”).

Section 00 21 00 Toronto Transit Commission INSTRUCTIONS TO BIDDERS P31CA14166 Page 8 Subject to sub-Section 2.2, a Bid may not be otherwise withdrawn or amended. No Bid

may be withdrawn after Closing of the RFB.

Any submission received and date and time stamped later than the Closing shall not be considered and shall be opened by the TTC’s Commission Services Department only to determine the name of the company providing the submission. The company will be notified that its submission was received after the Closing and that it will not be considered for evaluation. A facsimile Bid, or any electronic media-type submission, or a Bid not submitted in a sealed envelope or package shall not be accepted unless otherwise expressly permitted within the RFB.

3 BID OPENING

3.1 Following the Closing, the TTC’s Commission Services Department will open all Bids received. Within two Business Days following the Closing, the list of companies who submitted a Bid for this RFB will be published on the TTC website, as set out in Section 00 21 00 sub-Section 2.2.

4 BID INQUIRIES

4.1 All inquiries or requests for information during the RFB and bid evaluation stages until award of Contract must be in writing, with the exception of questions raised during a pre-bid meeting/site tour, if applicable, and must be directed only to the Buyer identified in sub-Section 1.4 or his/her designate.

This RFB shall only be amended by an Addendum, issued in accordance with these Instructions.

The TTC shall attempt to respond to all requests for information received no less than five Business Days prior to the Closing. No assurances are given by the TTC that responses will be made to inquiries received after that time.

5 COMMUNICATION RESTRICTIONS

5.1 Prohibited Contacts and Lobbying Prohibition

A Bidder, Bidder’s team members and all of the Bidder’s respective advisors, employees and representatives are prohibited from engaging in any form of political or other lobbying, of any kind whatsoever, to influence the outcome of the RFB process.

Without limiting the generality of the RFB, no Bidder, Bidder’s team members or the Bidder’s respective advisors, employees and representatives shall contact or attempt to contact either directly or indirectly, at any time during the RFB process, any of the following persons or organizations on matters related to the RFB process, the RFB Documents or the Bids, with the exception of the individual named in sub-Section 1.4 or his/her designate:

(a) any employee or advisor to the Board;

(b) any member of the Board;

(c) any member of the City of Toronto Council.

If a Bidder, its team member(s) or any of its respective advisors, employees or representatives, in the opinion of the TTC, contravenes this sub-Section 5, the TTC may at its sole discretion disqualify the Bidder(s) from further consideration for award.

Toronto Transit Commission Section 00 21 00 P31CA14166 INSTRUCTIONS TO BIDDERS Page 9 Anyone who “lobbies” (as defined in the City of Toronto Municipal Code, Chapter 140) or

is expected to lobby a Member of the Board, any Board Member’s staff, or any TTC officer or employee must comply with the requirements as set out in the City of Toronto Municipal Code, Chapter 140 – Lobbying. For the purposes of Chapter 140 of the City of Toronto Municipal Code, the Board is a “local board (restricted definition)”. For further information please see City of Toronto Web site at www.toronto.ca/lobbying.

Failure to comply with the requirements of Chapter 140 of the City of Toronto Municipal Code, may, at the TTC’s sole discretion, be considered in the evaluation of the Bidder’s current Bid or future bid submissions and award of the current or future contracts. The TTC reserves the right, at its sole discretion, to not award a contract to a Bidder who has failed to comply with the requirements of Chapter 140 of the City of Toronto Municipal Code.

5.2 Exception to sub-Section 5.1

The individual named in sub-Section 1.4 may, at his/her sole discretion, delegate any of his/her responsibilities as set out in this Bid Document. With the written approval from the individual named in sub-Section 1.4 or his/her designate, the Bidder or any representative of the Bidder may have contact and may communicate with any individual as set out in 5.1(a) – (c) to the extent permitted in the written approval.

5.3 Media Releases, Public Disclosures and Public Announcements

A Bidder shall not, and shall ensure that its advisors, employees, or representatives do not, issue or disseminate any media release, public announcement or public disclosure (whether for publication in the press on the radio, television, internet, or any other medium) that relates to the RFB process, the RFB, the Bid Documents or any matters related thereto, without the prior written consent of the TTC.

A Bidder, Bidder’s team members and all of the Bidder’s respective advisors, employees and representatives shall not make any public comment, respond to questions in a public forum, or carry out any activities to either criticize another Bidder or Bid or to publicly promote or advertise its own qualifications, interest in or participation in the RFB (procurement) process without the TTC’s prior written consent, which consent may be withheld in the TTC’s sole discretion. Notwithstanding this sub-Section, the Bidder, Bidder’s team members and all of the Bidder’s respective advisors, employees and representatives are permitted to state publicly that it/they are participating in the RFB process.

For the purposes of greater clarity, this sub-Section does not prohibit disclosures necessary to permit the Bidder to discuss the RFB with prospective subcontractors’ participation in the RFB.

5.4 Restrictions on Communications Between Bidders – No Collusion

A Bidder shall not discuss or communicate, directly or indirectly, with any other Bidder, any information whatsoever regarding the preparation of its own Bid or the Bid of other Bidders in a fashion that would contravene applicable law. Bidders shall prepare and submit Bids independently and without any connection, knowledge, comparison of information or arrangements, direct or indirect, with any other Bidder. This obligation extends to all team members of a Bidder and all of the Bidder’s respective advisors, employees and representatives.

http://www.toronto.ca/lobbying

Section 00 21 00 Toronto Transit Commission INSTRUCTIONS TO BIDDERS P31CA14166 Page 10 6 ADDENDA

6.1 The TTC may, in its sole discretion, amend or supplement the Bid Documents prior to the Closing by the issuance of an Addendum in accordance with this sub-Section. No statement, whether oral or written, made by the TTC or its advisors, employees (whether orally or in writing) shall be deemed or construed to add to, subtract from or otherwise amend the Bid Documents unless issued as an Addenda in accordance with this sub-Section.

Written answers or clarification to issues of substance shall be shared with all Bidders and will be issued as part of the RFB in the form of an Addendum.

During the Bid period, any changes to the Bid Documents will be made by the issue of a written Addendum.

The Bidder shall confirm its incorporation of all applicable Addenda in its Bid Form. Failure to do so may result in the disqualification of the Bidder.

In the event this RFB is posted on the TTC website, as set out in sub-Section 2.2, each Addendum will be posted on the same TTC website. It is the Bidder’s responsibility to monitor the website to ensure they have received all the Addenda issued up until the Closing.

In the event this RFB was issued via a method other than the TTC website, the Addenda will be issued via the same method.

The onus is on the Bidder to ensure it has received all Addenda related to this RFB.

A written Addendum will be issued in the form of complete replacement pages, which are to be inserted in the Bid Documents, discarding the replaced pages. Each affected page is marked at the bottom with the Addendum number. Revisions for modified or added text are indicated by highlighting that text by the use of bold italicized attributes. If spill-over to the next page occurs as a result of added text, the pages affected will be issued in the form of complete replacement pages and the latest addendum number will be marked on the bottom of the affected page(s). Revisions for deleting the text of an entire sub-Section or an entire paragraph are indicated by inserting the bracketed word “(Deleted)” in bold italicized attributes adjacent to the sub-Section number or at the beginning of the deleted paragraph. Deleted words in a sentence will be indicated by highlighting the entire revised sentence in bold italicized attributes and deleted sentences in a paragraph will be indicated by highlighting of the entire revised paragraph in bold italicized attributes. If a subsequent addendum affects a page that has previously been revised, the bold and italicizing attributes will be removed from the previously changed text and only the modified text of the latest addendum will be highlighted by the use of bold italicized attributes, and only the latest addendum number will be marked on the bottom of the affected page(s).

7 INVESTIGATION BY THE BIDDER

7.1 The Bidder shall examine all of the documents included in the Bid Documents, exercising due diligence, and the skill and professional judgement of a reasonable professional in the Bidder’s line of business.

Should the Bidder find discrepancies in, or omissions from, the RFB documents, or should be in doubt as to meaning, the Bidder shall notify the named Buyer immediately in writing, in accordance with sub-Section 4.

Toronto Transit Commission Section 00 21 00 P31CA14166 INSTRUCTIONS TO BIDDERS Page 11 The Bidder shall make all investigations that a reasonable and prudent contractor would

consider necessary or advisable when submitting a Bid, to inform itself thoroughly as to the character and magnitude of the Work.

8 BID PRICING

8.1 Unless specifically shown to the contrary, Bid unit prices shall be considered firm, in Canadian Funds, and must include any and all expenses that may be anticipated and incurred by the Bidder while providing the Work as specified in this RFB. No additional costs will be considered.

The Bidder shall submit unit prices based on the estimated quantities indicated therein. Quantities of materials stated in the Price Schedule are estimates only and should not be

interpreted as indicating a minimum or maximum quantity. The quantities shall be used as a basis for comparison upon which the award of a contract will be made. These quantities are not guaranteed to be accurate and are furnished without any liability to the TTC whether decreased or increased.

The Bidder shall include in its Bid, extended prices based on the estimated quantities for

items of Work shown in the Price Schedule. Such extended prices shall be the product of the unit prices multiplied by the estimated quantities. Payments shall be based on the actual Work required and performed, at the Contract unit prices, subject to the terms and conditions of the Contract Documents.

9 LIST OF BIDDERS

9.1 In the event this RFB is posted on the TTC website, the TTC is not able to provide a list of prospective Bidders that have obtained the Bid Documents.

10 FREEDOM OF INFORMATION & PROTECTION OF PRIVACY ACT

10.1 A Bid submitted to the TTC (and all other documents and records appended thereto) shall become the property of the TTC and is therefore subject to the provisions of the Municipal Freedom of Information and Protection of Privacy Act. Bidders are encouraged to familiarize themselves with the provisions of this Act.

Subject to the preceding paragraph, the TTC shall make every effort to safeguard the confidentiality of each submission to the extent permitted by law.

Where a Bidder requests that specific confidential information not be disclosed, the TTC does not represent or guarantee that any information will not be disclosed. The TTC policy is to disclose only such information as is required by law.

11 WORK PERFORMANCE

11.1 The TTC reserves the right to reject any Bid submitted by a company with an unsatisfactory performance rating. The TTC also reserves the right to restrict a company with whom an officer or director of that company has, in the past, been associated, in any way, with a company that has previously received an unsatisfactory performance rating from submitting a Bid on any TTC contract and to reject any Bid that the company may submit.

Section 00 21 00 Toronto Transit Commission INSTRUCTIONS TO BIDDERS P31CA14166 Page 12 12 INSURANCE REQUIREMENTS

12.1 A successful Bidder shall be required to comply with the requirements as specified in SC2 - INSURANCE REQUIREMENTS, of the Supplementary Conditions and provide the evidence of insurance as specified in the Supplementary Conditions under SC3 - EVIDENCE OF INSURANCE.

The TTC will provide property insurance, if applicable, for the Contract under a blanket policy, as specified in the Supplementary Conditions, and will bear the costs of such insurance. The Bidder shall not include any costs for such insurance in its Bid price, other than to cover deductibles or exclusions contained in the TTC’s policy.

Copies of any applicable blanket policies provided by the TTC are available for review, on Business Days between 8:00 a.m. and 4:00 p.m. at the TTC’s Office, 1138 Bathurst Street, Toronto, Ontario. The Bidder shall contact the Buyer identified in sub-Section 1.4 or his/her designate to make arrangements to review the applicable blanket policies.

The Bidder shall note the deductibles and exclusions in any applicable blanket policy and the Bidder may, at its option, take out additional coverage at its own expense to cover any or all of its responsibilities for the deductibles and exclusions contained in the applicable blanket policy.

13 EXECUTION AND SUBMISSION OF CONTRACT DOCUMENTS

13.1 The TTC’s Notification of Award of the Contract to a successful Bidder will contain the Contract insurance requirements, as set out in SC2 - INSURANCE REQUIREMENTS, of the Supplementary Conditions and the successful Bidder shall with its insurance agent/broker provide the appropriate evidence of insurance in accordance with SC3 - EVIDENCE OF INSURANCE of the Supplementary Conditions within the timeframes set out therein.

13.2 In the event of default or failure to comply with this sub-Section 14.1 on the part of the Bidder, the TTC may accept the next lowest or any other Bid, or may advertise for new Bids, or may have the Work executed in any other way it may deems appropriate. The Bidder shall indemnify and save harmless the TTC from all loss, damage, cost, charges and expenses which it may suffer or be put to by reason of any such default or failure on the part of the Bidder.

13.3 Where a Bidder has defaulted under this sub-Section 14, then in addition to whatever other remedies to which it may be entitled, the TTC may, at its sole discretion, bar:

(a) that defaulting Bidder; and

(b) any other corporation, partnership or proprietorship that is or that becomes associated with whom a person who was at the time on the default an officer or director of that Bidder,

from submitting a Bid in relation to any subsequent RFB’s, for such period of time as may be deemed appropriate by the TTC.

14 PARENT COMPANY INDEMNITY

14.1 If requested by the TTC, as a condition of award of Contract, a subsidiary company shall be required to submit a ‘Guarantee’ from its parent company, included as Section 00 61 26, or in a form satisfactory to the TTC and agrees to provide all the necessary financial and technical support for the proper completion of the Contract and shall guarantee the performance of the Contract in accordance with the terms and


conditions, including timely completion thereof, and agrees to guarantee the Work for any warranty period(s) stipulated therein.

15 ACCESSIBLE CUSTOMER SERVICE TRAINING REQUIREMENTS

15.1 The successful Bidder will be responsible to provide accessible customer service training for all its staff members, keep records of such training and make available to the relevant participant(s) on request, all in accordance with Schedule GC30, attached to Section 00 72 00.

16 PROHIBITION AGAINST GRATUITIES

16.1 No Bidder and no employee, agent or representative of the Bidder, may offer or give any gratuity in the form of entertainment, participation in social events, gifts or otherwise to any member of the City of Toronto Council or Board Member of the TTC, or any officer or employee of the TTC in connection with or arising from this RFB, whether for the purpose of securing a contract or seeking favourable treatment in respect to the award of the contract.

16.2 If the TTC determines that sub-Section 17.1 has been breached by or with respect to a Bidder, the TTC may exclude its Bid from consideration, or if a contract has already been entered into, may terminate it without incurring any liability.

17 JOINT VENTURES

17.1 If a joint venture is proposed: (a) The joint venture shall state in its Bid the joint venture arrangements that form the

basis on which the joint venture plans to carry out its obligations under the Contract. The joint venture shall not change its joint venture arrangement without the prior written approval of the TTC.

(b) One of the joint venture participants shall be nominated as being in charge during

the Bid process and, in the event of a successful Bid, during finalization of the Contract (Participant in Charge). The Participant in Charge shall be authorized by the other joint venture participants to incur liabilities and receive instructions for and on behalf of any and all participants of the joint venture. Each joint venture participant shall demonstrate its authorization of the Participant in Charge by submitting with its Bid a power of attorney, or similar document, signed by a legally authorized representative of the joint venture participant.

(c) All participants of the joint venture shall be legally liable, jointly and severally, during

the Bid process and for carrying out the obligations pursuant to the Contract terms and conditions.

END OF SECTION

SECTION 00 21 00 - APPENDIX 1

PLEASE CUT-OUT AND AFFIX THIS ADDRESS LABEL TO THE ENVELOPE CONTAINING YOUR SUBMISSION.

NOTE: THE TORONTO TRANSIT TTC CANNOT BE HELD RESPONSIBLE FOR DOCUMENTS SUBMITTED IN ENVELOPES THAT ARE NOT LABELLED IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE BUYER IDENTIFIED IN SUB-SECTION 1.4 OR HIS/HER DESIGNATE.

TO: TORONTO TRANSIT COMMISSION BID NO.: P31CA14166 TITLE: RENTAL OF TROMBONE AND LOW BOY TRAILERS FOR UP

TO A 5 YEAR TERM CLOSING: 2:00 P.M.

TORONTO TIME on MONDAY, SEPTEMBER 15, 2014 ATTENTION: HEAD – COMMISSION SERVICES DEPT. TORONTO TRANSIT COMMISSION 1900 YONGE STREET TORONTO, ONTARIO M4S 1Z2

Toronto Transit Commission Section 00 41 00 P31CA14166 BID FORM INDEX Sub-Section PAGE No. TITLE NO. 1 DECLARATION ....................................................................................................... 1

2 OFFER .................................................................................................................. 2

3 STATEMENT OF COMPLIANCE ................................................................................ 2

4 INSURANCE REQUIREMENTS ................................................................................... 2

5 TERMS OF PAYMENT ............................................................................................. 2

6 ACCESSIBLE CUSTOMER SERVICE TRAINING REQUIREMENTS .................................... 2

7 SUBMISSION REQUIREMENTS ................................................................................. 2

8 AUTHORIZATION AND CONSENT ............................................................................. 3

9 VALIDITY .............................................................................................................. 3

10 SIGNATURE........................................................................................................... 3

APPENDICES

APPENDIX A – PRICE SCHEDULE

Toronto Transit Commission Section 00 41 00 P31CA14166 BID FORM Page 1 TITLE: RENTAL OF TROMBONE AND LOW BOY TRAILERS FOR UP TO A 5 YEAR TERM BID NO.: P31CA14166 TO: Toronto Transit Commission

1 DECLARATION I/We,

(Legal Corporate Name of Bidder) the undersigned, being a company duly incorporated under the laws of _________________________ having an office at

(Office Address)

(Telephone No. Including Area Code and Fax No.)

(Corporate Email Address and Signatory Email Address) do hereby declare as follows: .1 That we have carefully examined the Bid Documents, and do hereby accept the same as

part and parcel of the Contract; .2 That the shareholders or partners of the above company are the only persons interested in

the Bid, and no other person has any interest in the Bid, or in the Contract proposed to be taken;

.3 That our Bid is made without any knowledge, comparison of figures, or arrangements with

any other party or parties making a Bid for the same work and is, in all respects, fair and made without collusion or fraud;

.4 That no member of the City of Toronto Council or Board Member of the TTC or any officer

or employee of the City of Toronto or of the TTC is or shall become interested, directly or indirectly, as a contracting party, partner or otherwise in, or in the performance of the Contract or in the supplies, work or business to which it relates, or in any portion of the profits thereof, or of any such supplies to be used therein, or in any of the monies to be derived therefrom;

.5 That we have not violated sub-Section 5 – COMMUNICATION RESTRICTIONS of

Section 00 21 00.

Toronto Transit Commission Section 00 41 00 BID FORM P08CA14167 Page 2

2 OFFER .1 We do hereby offer to perform the Work as assigned by the TTC and as specified in the

Bid Documents, at the rates/prices stated in Appendix A - Price Schedule which includes all applicable taxes, allowances, and all other costs.

.2 Addenda We agree that this Bid incorporates Addenda No. _______ to _______ inclusive as issued by

the TTC during the Request for Bid period.

3 STATEMENT OF COMPLIANCE .1 We agree to accept and will comply with all terms and conditions of the Bid Documents.

4 INSURANCE REQUIREMENTS .1 We hereby acknowledge and agree that should our Bid be accepted by the TTC, we shall: .1 Submit the documentation specified in the Supplementary Condition titled

EVIDENCE OF INSURANCE, Section 00 73 00, in a form acceptable to the TTC; and

.2 Meet or exceed the liability limits required and comply with all other conditions

specified in the Supplementary Condition entitled INSURANCE REQUIREMENTS, Section 00 73 00.

.2 We hereby acknowledge and accept the provisions of the blanket insurance policies as

specified in the Supplementary Condition entitled INSURANCE REQUIREMENTS, Section 00 73 00, if applicable.

5 TERMS OF PAYMENT .1 We agree that this Proposal is based upon the payment terms in accordance with the

GC25 - TERMS OF PAYMENT, Section 00 72 00.

6 ACCESSIBLE CUSTOMER SERVICE TRAINING REQUIREMENTS .1 We agree that we will see to accessible customer service training in accordance with the

GC30 - ACCESSIBLE CUSTOMER SERVICE TRAINING REQUIREMENTS, Section 00 72 00.

7 SUBMISSION REQUIREMENTS .1 In accordance with sub-Section 1.8 - SUBMISSION REQUIREMENTS of Section 00 21 00,

we have submitted all information as required.

Toronto Transit Commission Section 00 41 00 P31CA14166 BID FORM Page 3

8 AUTHORIZATION AND CONSENT .1 We agree and consent to the TTC, at its sole discretion, using any information as set out in

the Bid to conduct reference checks with respect to work previously performed and to conduct further investigations with respect to any information provided in the Bid.

.2 We further authorize and direct any and all of the companies which are set out in the Bid

to provide any additional information as may be requested by the TTC with respect to work previously performed.

9 VALIDITY .1 We agree that this Bid is valid for acceptance for a period of ninety calendar days from the

date of Closing of Bids and that the TTC may at any time within the said period accept this Bid whether or not any other Bid has been previously accepted.

10 SIGNATURE

Dated this __________ day of ___________________________, 201_. Per: (Signature) Name: Title: I/We have authority to bind the Corporation.

END OF SECTION

of 3

Unit Price(B)

Extended(A x B )

Unit Price(C)

Extended(A x C)

Unit Price(D)

Extended(A x D)

Unit Price(E)

Extended(A x E)

Unit Price(F)

Extended(A x F)

1Rental charge for trombone trailer, closed 53 feet, open up to 85 feet (calendar month rental per trailer)(Do not include insurance cost).

MONTH 70 $ - $ - $ - $ - $ -

2Rental charge for regular deck trailer, 53 feet (calendar month rental per trailer)(Do not include insurance cost).

MONTH 22 $ - $ - $ - $ - $ -

3Rental charge for step deck lowboy trailer, 43 feet deck space (calendar month rental per trailer)(Do not include insurance cost).

MONTH 14 $ - $ - $ - $ - $ -

4Rental charge for trombone trailer, open up to 120 feet (calendar month rental per trailer)(Do not include insurance cost).

MONTH 2 $ - $ - $ - $ - $ -

5Rental charge for step deck low boy trombone trailer, 65 feet deck space (calendar month rental per trailer)(Do not include insurance cost).

MONTH 2 $ - $ - $ - $ - $ -

6Rental charge for steerable dolly and trailer, 150 feet open (calendar month rental per trailer)(Do not include insurance cost).

MONTH 2 $ - $ - $ - $ - $ -

7 Insurance charge for trombone trailer, closed 53 feet, open up to 85 feet (calendar month charge per trailer) MONTH 70 $ - $ - $ - $ - $ -

8 Insurance charge for regular deck trailer, 53 feet (calendar month charge per trailer)

MONTH 22 $ - $ - $ - $ - $ -

Bidders shall provide firm pricing on all of the items listed in Section A of the Price Schedule. The unit pricing for items 1 to 6 shall not include the insurance costs. The insurance unit pricing shall be identified separately under items 7 to 12, respectively (if no charges are indicated for items 7 to 12, it will be interpreted by the TTC that the bidder will insure the trailers at zero cost).

APPENDIX A - PRICE SCHEDULERENTAL OF TROMBONE AND LOW BOY TRAILERS FOR UP TO A 5 YEAR TERM

BID NO. P31CA14166

YEAR 4 YEAR 5

The Bidders shall submit firm pricing for all 3 sections A, B and C in this Price Schedule.

YEAR 2 YEAR 3

SECTION A:

DESCRIPTION

Estimated # of Months of

rental per Year(A)

Unit of measureITEM

YEAR 1

of 3

Unit Price(B)

Extended(A x B )

Unit Price(C)

Extended(A x C)

Unit Price(D)

Extended(A x D)

Unit Price(E)

Extended(A x E)

Unit Price(F)

Extended(A x F)

Bidders shall provide firm pricing on all of the items listed in Section A of the Price Schedule. The unit pricing for items 1 to 6 shall not include the insurance costs. The insurance unit pricing shall be identified separately under items 7 to 12, respectively (if no charges are indicated for items 7 to 12, it will be interpreted by the TTC that the bidder will insure the trailers at zero cost).


BID NO. P31CA14166

YEAR 4 YEAR 5

The Bidders shall submit firm pricing for all 3 sections A, B and C in this Price Schedule.

YEAR 2 YEAR 3

SECTION A:

DESCRIPTION

Estimated # of Months of

rental per Year(A)

Unit of measureITEM

YEAR 1

9 Insurance charge for step deck lowboy trailer, 43 feet deck space (calendar month charge per trailer)

MONTH 14 $ - $ - $ - $ - $ -

10 Insurance charge for trombone trailer, open up to 120 feet (calendar month charge per trailer) MONTH 2 $ - $ - $ - $ - $ -

11 Insurance charge for step deck low boy trombone trailer, 65 feet deck space (calendar month charge per trailer) MONTH 2 $ - $ - $ - $ - $ -

12 Insurance charge for steerable dolly and trailer, 150 feet open (calendar month charge per trailer) MONTH 2 $ - $ - $ - $ - $ -

13 Trailer Delivery charge EACH 20 $ - $ - $ - $ - $ -

14 Trailer Pick-up charge EACH 20 $ - $ - $ - $ - $ -

SUB-TOTAL $ - SUB-TOTAL $ - SUB-TOTAL $ - SUB-TOTAL $ - SUB-TOTAL $ -

HST 13% $ - HST 13% $ - HST 13% $ - HST, 13% $ - HST 13% $ -

TOTAL YEAR 1 $ - TOTAL YEAR 2 $ - TOTAL YEAR 3 $ - TOTAL YEAR 4 $ - TOTAL YEAR 5 $ -

TOTAL BID PRICE - FOR 5 YEARS

It is acknowledged that the usage stated in the Price Schedule is an estimate only for the purpose of comparative evaluation of bids and that billings will be based on the actual usage and at the unit prices stated above.

$ -

If the Extended Price for an item does not agree with the extension of a Bid quantity and the bid unit price, the unit price shall govern and the Extended Price and Total Bid Price shall be corrected accordingly. Any errors or inconsistencies in the bid shall be subject to the interpretation of the TTC.

of 3

ITEM DESCRIPTION Unit of Measure

1 Deductible - Insurance

2 Rental charge including insurance cost for trombone trailer, closed 53 feet, open up to 85 feet (calendar week rental per trailer) WEEK

3Rental charge including insurance cost for trombone trailer, closed 53 feet, open up to 85 feet (weekend rental per trailer from Friday noon to Monday noon, approximately 72 hours)

WEEKEND

4 Rental charge including insurance cost for regular deck trailer, 53 feet (calendar week rental per trailer) WEEK

5Rental charge including insurance cost for regular deck trailer, 53 feet (weekend rental per trailer from Friday noon to Monday noon, approximately 72 hours)

WEEKEND

6 Rental charge including insurance cost for step deck lowboy trailer, 43 feet deck space (calendar week rental per trailer) WEEK

7Rental charge including insurance cost for step deck lowboy trailer, 43 feet deck space (weekend rental per trailer from Friday noon to Monday noon, approximately 72 hours)

WEEKEND

8 Rental charge including insurance cost for trombone trailer, open up to 120 feet (calendar week rental per trailer) WEEK

9Rental charge including insurance cost for trombone trailer, open up to 120 feet (weekend rental per trailer from Friday noon to Monday noon, approximately 72 hours)

WEEKEND

10 Rental charge including insurance cost for step deck low boy trombone trailer, 65 feet deck space (calendar week rental per trailer) WEEK

11Rental charge including insurance cost for step deck low boy trombone trailer, 65 feet deck space (weekend rental per trailer from Friday noon to Monday noon, approximately 72 hours)

WEEKEND

12 Rental charge for steerable dolly and trailer, 150 feet open (calendar week rental per trailer) WEEK

13Rental charge including insurance cost for steerable dolly and trailer, 150 feet open (weekend rental per trailer from Friday noon to Monday noon, approximately 72 hours)

WEEKEND

ITEM DESCRIPTION Unit of Measure

1 Hourly Rate for repairs to trailers due to neglect by TTC workers HOUR

2 Proposed Cost Plus Factor to be applied to Bidder's purchase invoice cost as a percentage (%) for parts required for above noted repairs %

3 Mileage Charge per kilometre for each trailer (if applicable) KM

Bidders shall provide pricing on all of the items in the table below: UNIT PRICE

YEAR 1UNIT PRICE

YEAR 2UNIT PRICE

YEAR 3UNIT PRICE

YEAR 4UNIT PRICE

YEAR 5

SECTION C:


BID NO. P31CA14166

SECTION B:

Bidders are required to provide information on the deductible amount(s) for the insurance coverage (item 1) and pricing for items 2 to 13 in the table below. The unit pricing for items 2 to 13 shall include the insurance costs. UNIT PRICE

YEAR 1UNIT PRICE

YEAR 2UNIT PRICE

YEAR 3UNIT PRICE

YEAR 4UNIT PRICE

YEAR 5

Toronto Transit Commission Section 00 72 00 GENERAL CONDITIONS INDEX

GC3.1R0

Sub-Section No. TITLE PAGE NO. GC1 DEFINITIONS ....................................................................................................... 1

GC2 CONTRACT DOCUMENTS ORDER OF PRECEDENCE .................................................. 3

GC3 LANGUAGE OF THE CONTRACT ............................................................................ 3

GC4 INTENT OF THE CONTRACT .................................................................................. 3

GC5 LAWS TO BE OBSERVED ...................................................................................... 4

GC6 TAXES AND DUTIES ............................................................................................ 4

GC7 APPROVAL BY OTHER AUTHORITIES ..................................................................... 4

GC8 WORKERS' RIGHTS .............................................................................................. 5

GC9 SUSPENSION OR TERMINATION FOR CAUSE OR CONVENIENCE ................................ 5

GC10 DEFAULT BY THE CONTRACTOR ........................................................................... 5

GC11 TERMINATION FOR DEFAULT ................................................................................ 5

GC12 SUBLETTING OF THE CONTRACT .......................................................................... 7

GC13 CONFIDENTIAL INFORMATION .............................................................................. 7

GC14 CLAIMS .............................................................................................................. 8

GC15 SETTLEMENT OF DISPUTES .................................................................................. 9

GC16 CHANGES TO THE WORK ..................................................................................... 9

GC17 CONTRACTOR STAFF........................................................................................... 9

GC18 RECORDS AND AUDIT ........................................................................................ 10

GC19 PARKING .......................................................................................................... 10

GC20 RESPONSIBILITY FOR PROVISION OF THE WORK ................................................... 10

GC21 CONTRACTOR'S RESPONSIBILITIES ..................................................................... 11

GC22 OTHER CONTRACTORS ...................................................................................... 12

GC23 CONFLICT OF INTEREST ..................................................................................... 12

GC24 INVOICING ........................................................................................................ 13

Toronto Transit Commission Section 00 72 00 GENERAL CONDITIONS INDEX

GC3.1R0

GC25 TERMS OF PAYMENT ......................................................................................... 14

GC26 COMMUNICATIONS/CORRESPONDENCE DURING CONTRACT ................................. 14

GC27 ADVERTISING AND PUBLIC RELATIONS ................................................................ 14

GC28 CONTRACTOR WORK PERFORMANCE RATING ...................................................... 14

GC29 SEVERABILITY ................................................................................................... 15

GC30 ACCESSIBLE CUSTOMER SERVICE TRAINING REQUIREMENTS ................................ 15

GC31 FITNESS FOR DUTY ........................................................................................... 15

GC32 PROHIBITION AGAINST GRATUITIES .................................................................... 15

GC33 APPLICABLE POLICIES ........................................................................................ 15

SCHEDULES SCHEDULE GC13- NON-DISCLOSURE AGREEMENT SCHEDULE GC28- CONTRACTOR PERFORMANCE REVIEW SCHEDULE GC30- ACCESSIBLE CUSTOMER SERVICE TRAINING REQUIREMENTS SCHEDULE GC31 - FITNESS FOR DUTY SCHEDULE GC33A - RESPECT AND DIGNITY POLICY SCHEDULE GC33B - WORKPLACE VIOLENCE POLICY

Toronto Transit Commission Section 00 72 00 GENERAL CONDITIONS Page 1

GC3.1R0

GC1 DEFINITIONS 1.1 The following definitions shall apply to all Contract Documents and references to the

masculine or singular throughout the Contract Documents shall be considered to include the feminine and the plural respectively, and vice versa as the context requires.

1.1.1 “Applicable Laws” shall mean the meaning as given in GC5.1.

1.1.2 “Bid” shall mean the written offer of a Bidder to perform the Work.

1.1.3 “Bidder” shall mean the party submitting a Bid for the Work.

1.1.4 “TTC” shall mean the Toronto Transit Commission a body corporate pursuant to

the City of Toronto Act, 2006, S.O. 2006, c. 11, Sched. A, as amended.

1.1.5 "TTC’s Representative" shall mean the duly authorized representative, designated from time to time by the TTC, to exercise such power, authority or discretion as is required under the Contract.

1.1.6 “Contract" shall mean the undertaking by the TTC and the Contractor to perform

their respective duties, responsibilities and obligations as prescribed in the Contract Documents.

1.1.7 "Contract Amendment" shall mean a written order to the Contractor for

additions, deletions or other revisions to the Work as specified in the Contract Documents.

1.1.8 "Contract Completion" shall mean when the entire Work has been performed to

the requirements of the Contract Documents.

1.1.9 "Contract Documents" shall mean the Contract Amendments, Purchase Order, Addenda, Supplementary Conditions, General Conditions, Work Plans if applicable, Scope of Services, Contract Drawings if applicable, and the Contractor's Bid.

1.1.10 "Contract Drawings" or "Drawings" shall mean the drawings or sketches included

in the Contract Documents, any supplementary or revised drawings or sketches furnished by the TTC’s Representative and incorporated into the Contract and other drawings or sketches submitted by the Contractor and reviewed by the TTC’s Representative.

1.1.11 "Contract Price(s)" shall mean the price(s) stipulated in the Purchase Order

adjusted in accordance with the terms of the Contract.

1.1.12 "Contractor" shall mean a Bidder to whom the TTC has awarded the Work, its successors and/or assignees and is a party to the Contract.

Section 00 72 00 Toronto Transit Commission GENERAL CONDITIONS Page 2

GC3.1R0

1.1.13 "Contractor’s Representative" shall mean the duly authorized representative, designated from time to time by the Contractor, to exercise such power, authority or discretion as is required under the Contract.

1.1.14 “Good Industry Practice” shall mean using standards, practices, methods and

procedures to a good commercial standard, conforming to Applicable Laws, and exercising that degree of skill and care, diligence, prudence, and foresight which would reasonably and ordinarily be expected from a qualified, skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances.

1.1.15 "Notification of Award" shall mean the written notification by the TTC accepting

the Bid of a Bidder for the Work.

1.1.16 "Other Contractor" shall mean the individual, firm, partnership or corporation having a separate contract with the TTC for work other than that required by the Contract Documents.

1.1.17 “Parent Company” shall mean a company that controls a subsidiary company as

defined by the Ontario Business Corporations Act, R.S.O. 1990, Chapter B.16 and amendments thereto.

1.1.18 “Permits, Licences and Approvals” shall mean all permissions, consents,

approvals, certificates, permits, licences, agreements and authorizations to be obtained by the Contractor in accordance with this Contract and as required by Applicable Laws, including any associated fees.

1.1.19 “RFB” shall mean the Request for Bids documents to which the Bidder submitted

a Bid.

1.1.20 "Scope of Services" shall mean written descriptions or instructions pertaining to the performance of the Work under the Contract, including but not limited to the qualitative and quantitative requirements for products, standards, services, methods, processes and workmanship.

1.1.21 "Subcontractor" shall mean the individual, firm, partnership, or corporation having

a direct contract with the Contractor to perform a part or parts of the Work including the supply of products.

1.1.22 "Utility Authorities" shall mean the companies, commissions, municipalities and

other bodies which provide sewers, telephone, telegraph, gas, water, electrical, cable, drainage and underground heating or other services.

1.1.23 "Work" shall mean the services or any part thereof, required by the Contract

Documents. 1.1.24 "Worker" shall mean any individual that the Contractor or a Subcontractor

employs, contracts with or assigns to perform Work.


GC3.1R0

GC2 CONTRACT DOCUMENTS ORDER OF PRECEDENCE 2.1 The Contract Documents form the entire Contract between the parties and supersedes any

undertaking or agreement, collateral, oral or otherwise existing between the parties as at the date of issuance of the Purchase Order.

2.2 The documents constituting the Contract are complementary to each other and any matter

or thing included in any such documents shall be considered to be included in all. 2.3 The meaning and intent of the Contract Documents shall be interpreted and shall govern in

accordance with the following order of precedence: .1 Contract Amendments; .2 Purchase Order; .3 Supplementary Conditions; .4 General Conditions; .5 Scope of Services; .6 Contractor's Bid. 2.4 Documents of a later date shall govern over like documents.

GC3 LANGUAGE OF THE CONTRACT 3.1 Communication between the Contractor and the TTC shall be in the English language and

said communication shall include, but not be limited to, all documents, notes on drawings and submissions required under the Contract.

GC4 INTENT OF THE CONTRACT 4.1 The intent of the Contract is to provide for the performance and completion, in every

detail, of the Work described or implied by the Contract Documents. 4.2 No waiver of any provision or waiver of any failure to perform by the Contractor of any of

the provisions of this Contract shall be effective unless consented to in writing by the TTC, nor shall any such waiver constitute a waiver of any other provision or any subsequent failure to perform.

4.3 The Contractor shall not assign, transfer, convey, sell or otherwise dispose of the whole or

any part of the Contract without the prior written consent of the TTC's Representative.


GC3.1R0

GC5 LAWS TO BE OBSERVED 5.1 In the performance of the Work, the Contractor shall observe and comply with the

statutes, and regulations of the Government of Canada and the Province of Ontario and with the by-laws, including building codes and other requirements of the municipalities within which the Work is performed, so far as the said statutes, regulations, codes and by-laws affect the Work or control or limit the actions of persons engaged in the Work.

5.2 Wherever a statute, regulation, by-law, standard, code or document or any part thereof is

quoted in the Contract Documents, it shall be deemed to refer to the latest amendment or revision in effect on the date of the closing of Bids and shall be a part of the Contract as if it had been written in full therein.

5.3 The Contract shall be governed by and interpreted in accordance with the laws of the

Province of Ontario and subject to GC15 – SETTLEMENT OF DISUPUTES any action or proceeding brought by the Contractor to interpret or enforce the Contract shall be commenced in the courts of Ontario and not elsewhere.

GC6 TAXES AND DUTIES 6.1 The Contract Price is inclusive of all applicable Canadian taxes, either in force or

announced prior to the RFB Closing date, even if the effective date is subsequent to the RFB Closing date, including but not limited to the Harmonized Sales Tax (HST).

6.2 If a change in the tax is announced subsequent to the RFB Closing date, any change in tax

will be to the account of the TTC. No additional costs for administration or overhead and profit will be allowed on such changes and the Contractor shall supply at no cost to the TTC, sufficient documentation to permit a determination of the resulting change.

6.3 Where an exemption or recovery of Canadian taxes is applicable to the Contract, the

Contractor shall provide the TTC where required, with all necessary cost information including original invoices and assistance, at no cost, to facilitate such exemption or recovery of taxes to the credit of the TTC.

GC7 APPROVAL BY OTHER AUTHORITIES 7.1 Where any portion of the Work is subject to the approval of an authority, department of

government, or agency other than the TTC, such approval shall be obtained by the Contractor. The Contractor will be responsible for obtaining all required permits and approvals for the performance of the Work unless otherwise advised in writing by the TTC's Representative.

7.2 In connection therewith, the Contractor shall investigate and plan all approval procedures

required to perform the Work and shall prepare all applications and set up the necessary meetings as may be required by other authorities to permit the Contractor to obtain such approvals.


GC3.1R0

GC8 WORKERS' RIGHTS 8.1 In accordance with the Ontario Human Rights Code, the Contractor shall not discriminate

against workers or applicants for employment as workers because of race, creed, colour, national origin, political or religious affiliation, gender, sexual orientation, age, marital status, record of offences, family relationship, or disability.

GC9 SUSPENSION OR TERMINATION FOR CAUSE OR CONVENIENCE 9.1 The TTC shall have the right at any time whether for cause or convenience to suspend or

terminate further performance of all or any portion of the Work by notice in writing to the Contractor. On the date of such notice the Contractor shall immediately discontinue the Work as instructed whether being performed by itself or its Subcontractors and shall preserve and protect all Work in progress and all completed Work.

9.2 The Contractor shall be reimbursed at the Contract unit rates for that portion of the Work

satisfactorily performed or completed to the date of the notice. The TTC shall not be liable for any other costs arising from such notice including but not limited to loss of anticipated profits or loss of opportunity or contribution.

GC10 DEFAULT BY THE CONTRACTOR 10.1 If, in the opinion of the TTC’s Representative, the Contractor by its own acts, omissions or

neglect or that of any of its Subcontractors, or product suppliers, fails to comply with the provisions of the Contract, delays the Work, or causes expense to the TTC or to any other parties under contract to the TTC, then the TTC’s Representative may notify the Contractor in writing that the Contractor is in default of its contractual obligations and instruct it to correct the default immediately following receipt of such notice.

10.2 If the Contractor fails to correct the default immediately the TTC without prejudice to any

right or remedy it may have under GC11 - TERMINATION FOR DEFAULT, or any other provision of the Contract, may correct such default by whatever means it deems necessary to have the Work performed either by its own forces or by Other Contractors.

10.3 If the TTC or any other party under contract to it, suffers any expense caused by the acts,

omissions or neglect as indicated above in GC10.1, then the TTC shall have the right to deduct the value of such expenses, notwithstanding the correction of the default within the time specified or subsequently agreed upon.

GC11 TERMINATION FOR DEFAULT 11.1 The Contractor shall be in default of the Contract and the TTC may terminate the Contract

if the Contractor:

.1 Suspends the whole or any part of the Work without cause before completion; .2 Fails or refuses to proceed with the Work with due diligences;


GC3.1R0

.3 Ceases or threatens to cease to carry on its business, or if there occurs, at any time, an act or event of bankruptcy or insolvency of the Contractor (as defined or provided for in any applicable statute), or if any proceedings, voluntary or involuntary, by or against the Contractor under any statute or statutory provisions relating to bankruptcy, insolvency, liquidation, arrangement, re-organization or dissolution are commenced, or if the Contractor makes any proposal under the Bankruptcy Act or if the Contractor or the property or assets of the Contractor become subject to the Winding Up Act, or if any application is made with respect to the Contractor under the Companies' Creditors Arrangement Act or under similar legislation, or if any order shall be made or a resolution passed for the winding up, liquidation or dissolution of the Contractor or if any receiver, receiver and manager, trustee, liquidator or similar official is appointed for the property or assets of the Contractor;

.4 Continually or repeatedly refuses or fails to supply sufficient skilled workers, or

products, plant or equipment of the proper quality or quantity; .5 Disregards or fails to comply with statutes, regulations, by-laws or the instructions

of the TTC’s Representative; .6 Continually or repeatedly refuses or fails without cause to perform this Contract in

strict accordance with the Contract Documents. 11.2 In the event that the Contractor is in default of this Contract as outlined herein, the TTC’s

Representative may serve written notice upon the Contractor specifying the default and instructing the Contractor to remedy such default.

11.3 If the default continues after the date of serving the said notice of intention to terminate

the Contract, the TTC, upon issuance of written notice from the TTC’s Representative that sufficient cause exists to justify such action and without prejudice to any other rights or remedies it has, may terminate the Contract and serve notice of termination upon the Contractor and its surety (if applicable).

11.4 If, within three business days of service of the notice of termination, the surety has not

given written notice to the TTC that it intends to complete the balance of the Work in accordance with the terms of the Contract, the TTC may complete the Work by whatever method it deems expedient.

11.5 In the event the surety gives written notice of its intention to complete the said Work, it

shall commence to do so within five business days of such notice, otherwise the TTC may complete the Work in accordance with the terms of the Contract.

11.6 Notwithstanding anything to the contrary in this Contract, where the Contractor has been

given three notices in accordance with GC11.2, for the same default as listed in GC11.1.1 to GC11.1.6 (inclusive), the TTC may immediately terminate this Contract by serving a notice of termination upon the Contractor (and its surety, if applicable) regardless of whether the Contractor has previously rectified any default(s).


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11.7 If such reasonable cost of completing the Work including damages exceeds the Contract Price, then the Contractor and its surety shall be liable to the TTC for any additional cost in completing the Work.

11.8 A Contractor that has been terminated for default, may at the TTC’s sole discretion, be

restricted from submitting bids on subsequent TTC procurements, for a period of time deemed appropriate by the TTC. The TTC shall also be under no obligation to accept any bid from a company with whom an officer or director of that company or with whom an individual associated with that company, including but not limited to an officer or director that has, in the past, been associated, in any way, with a company that has previously had a contract with the TTC that was terminated for default, for a period of time deemed appropriate by the TTC, as applicable.

GC12 SUBLETTING OF THE CONTRACT 12.1 Except as specifically indicated in its Bid, the Contractor shall not subcontract any portion

of the Work to any other Subcontractor without the prior approval of the TTC. 12.2 The Contractor agrees that it shall: .1 Incorporate the terms and conditions of the Contract Documents into all

subcontract agreements it enters into with its Subcontractors; .2 Be as fully responsible to the TTC for the acts and omissions of its Subcontractors,

agents and persons directly or indirectly employed by it as for its own acts and omissions.

12.3 Nothing contained in the Contract Documents shall imply or create any contractual

relationship between any Subcontractor and the TTC.

GC13 CONFIDENTIAL INFORMATION 13.1 Except as is specifically required for the performance of the Work the Contractor, its

partners, directors, employees, officers, agents and Subcontractors, shall not divulge or use elsewhere, whether in whole or in part, any information regarding the TTC and its operation acquired or discovered during the performance of the Work without the prior written consent of the TTC.

13.2 If the TTC is required to provide the Contractor and Contractor’s staff with certain

“Confidential Information” and/or access to restricted portions of TTC property, the TTC’s Representative may at his/her sole discretion, request execution by the Contractor or Contractor’s staff and/or Subcontractor’s staff, of a Non-Disclosure Agreement, attached as Schedule GC13 to these General Conditions. The Contractor shall execute/have executed and return such Non-Disclosure Agreement(s) to the TTC’s Representative within seven calendar days for similar execution by the TTC. A copy of the fully executed Non-Disclosure Agreement(s) will be sent to the Contractor within seven calendar days of execution by the TTC.


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GC14 CLAIMS 14.1 If the Contractor intends to make a claim (herein after called a “Claim”) of any nature

whether in respect of the interpretation, application or administration of the Contract or the Work to be done thereunder or the failure to agree where agreement between the parties is called for, herein collectively called “Claims”, then the Contractor shall give to the TTC's Representative written notice of its intention to make a Claim as soon as possible and in any event within fourteen calendar days of when the Contractor has actual or constructive knowledge that a Claim may have or has occurred, to permit the TTC to have the opportunity to direct a change to avoid or minimize any increase in cost or schedule delay. Such notice shall set forth particulars of the Claim, probable extent of the work, and the estimated monetary value involved and the relevant provisions of the Contract Documents.

14.2 If the Contractor intends or is requested to perform work that is, in its opinion, additional

to that covered by the Contract, it shall provide notice in writing prior to proceeding with such extra work and the Contractor and TTC's Representative shall agree as to the compensation, if any, for such work. In the event that agreement is not reached, the TTC’s Representative shall identify the records to be kept by the Contractor. If the procedure is not followed and no notice is given, it will be deemed that payment is included in the Contract price for the Work and no additional payment or extension to the Contract duration shall be made.

14.3 Within thirty calendar days of providing written notice of its intention to submit a Claim the

Contractor shall submit a detailed statement of such Claim which shall identify the item or items in respect of which the Claim has risen, the grounds upon which the Claim is made and the Contractor's detailed records to support the Claim.

14.4 Within sixty calendar days of receipt of the detailed Claim, and all supporting

documentation, the TTC's Representative will advise the Contractor, in writing, of the TTC’s Representative's opinion with regard to the validity of the Claim.

14.5 The Contractor shall submit a detailed summary of all Claims including outstanding and

unresolved Claims arising out of the Work not later than thirty calendar days following Contract Completion. Such summary of Claims shall identify the item or items in respect of which the Claim arises, the grounds upon which the Claim is made and the Contractor's detailed records to support the Claim. No Claim of any nature made after the thirty calendar days following Contract Completion shall be allowed.

14.6 Should the Contractor disagree with the opinion given with respect to any part of the

Claim, the TTC's Representative will enter into negotiations with the Contractor to resolve the matters in dispute. Where a negotiated settlement cannot be reached the dispute may be resolved as described in GC15 - SETTLEMENT OF DISPUTES.

14.7 The Contractor shall complete the Work, in accordance with the written instructions of the

TTC's Representative, notwithstanding any dispute, arbitration or any legal action initiated by either or both of the parties.

14.8 The TTC will not pay interest or financing costs on outstanding monies owed to the

Contractor as a result of Claims submitted.


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GC15 SETTLEMENT OF DISPUTES 15.1 If a claim or any other dispute arising between the TTC and the Contractor cannot be

resolved to the satisfaction of both parties, the parties may, between themselves, agree to submit the particular matter for arbitration by a panel of three arbitrators in accordance with the provisions of the Arbitration Act of the Province of Ontario and amendments thereto.

15.2 Arbitration proceeding shall not take place until the completion of the Work, except in a

case where the parties agree that a matter in dispute is of such nature as to require immediate consideration while evidence is available.

GC16 CHANGES TO THE WORK 16.1 The TTC may make changes to the Work, without invalidating the Contract, by altering,

adding to or deducting from the Work. No change in the Work shall be undertaken without a written authorization in the form of a Contract Amendment and no change in the Contract Price or change in Contract duration shall be valid unless so ordered.

16.2 No change, departure, waiver, alteration or modification of any of the provisions hereof

shall be made binding upon the TTC unless authority has been given by the TTC's Representative in writing and the Contractor shall then proceed with the Work.

16.3 Where the TTC's Representative has notified the Contractor of a proposed change, the

Contractor shall provide to the TTC's Representative for approval, its change in the Contract Price(s) along with substantiating documentation within seven calendar days after the issuance of the change request. The Contractor shall supply any additional information in support of the price submitted that the TTC's Representative may request.

16.4 Upon approval by the TTC, a Contract Amendment will be issued to the Contractor,

amending the Work, Contract Price and Contract duration, as appropriate. The value of Work performed with respect to the Contract Amendment shall be included with the regular monthly payment.

16.5 The TTC will not pay interest or financing costs on outstanding monies claimed by the

Contractor on Contract Amendments.

GC17 CONTRACTOR STAFF 17.1 In performing the Work, the Contractor shall utilize only skilled and competent staff and

shall observe that degree of care and skill which is customary and usual for Contractors appointed in a similar capacity in performing work on a basis which is reasonably comparable to the Work.

17.2 The TTC reserves the right, at its sole discretion, during the term of the Contract to direct,

either temporarily or permanently, the replacement of any Contractor Staff performing Work on this Contract.


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GC18 RECORDS AND AUDIT 18.1 The TTC may inspect and audit the books, payrolls, account and records of the Contractor

at any time as deemed necessary by the TTC prior to Contract Completion and thereafter for a period of two years, to verify the Contractor's invoiced costs, cancelled Work and claims, and the Contractor shall supply certified copies of the books, payrolls, accounts and any other records to the TTC or access to same as required by the TTC. The Contractor shall also require that its Subcontractors provide this same access to the TTC with regard to any amounts paid by the Contractor to a Subcontractor as a result of the Contract.

18.2 Should an audit disclose any overbilling on the part of the Contractor and/or any

Subcontractor, the Contractor shall be responsible to repay to the TTC all monies owed by the Contractor and the Subcontractor as a result of the overbilling or the TTC, at its discretion, may deduct the overbilling from monies owed to the Contractor. In addition the Contractor shall be charged the direct costs of the TTC associated with the audit and overbilling cost recovery, plus an administration fee of 15% of the direct costs associated with the audit and overbilling cost recovery. Further the TTC shall have the right at its sole discretion to restrict the Contractor and/or its Subcontractors, as appropriate, from submitting a bid on future TTC Bid Requests, for a period of time deemed appropriate by the TTC.

GC19 PARKING 19.1 No cars or trucks shall be parked on the TTC's property without the approval of the TTC’s

Representative. The TTC shall not be held responsible for damage that may occur to any vehicle operated upon or parked upon TTC property.

GC20 RESPONSIBILITY FOR PROVISION OF THE WORK 20.1 The responsibility for providing the Work required by this Contract is that of the

Contractor. The TTC shall bear no responsibility for Contractor staff, and in particular there shall be no responsibility to hire, train, direct, discipline, take source deductions, pay or terminate, etc., such Contractor staff. Such functions are the sole responsibility of the Contractor.

20.2 In the event that the TTC is assessed as liable to pay any taxes, rates or contributions, or

any amount on behalf of the Contractor or Subcontractors, as a result of or arising from any Contractor staff being considered an employee of the TTC by any federal or provincial ministry, agency, board or entity, which shall include but is not limited to Canada Customs and Revenue Agency, the Contractor shall reimburse to the TTC an amount equal to any such taxes, rates, contributions, or other amount incurred by the TTC. In such event, the Contractor shall also reimburse the TTC for any sums paid by the TTC to the Contractor in respect of the Work as Harmonized Sales Tax or similar, successor tax. The TTC is not responsible for nor required to contest any assessment or resulting liability that may arise from or be the result of any Contractor staff being considered as an employee of the TTC by any federal or provincial ministry, agency, board, or entity, which shall include but is not limited to Canada Customs and Revenue Agency.


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20.3 If the Contractor is a joint venture arrangement, the joint venture arrangement shall not be changed, amended or altered in any way during the term of the Contract without the prior written approval of the TTC.

GC21 CONTRACTOR'S RESPONSIBILITIES 21.1 The Contractor shall have complete control of the Work and shall effectively direct and

supervise the Work so as to ensure conformance with the Contract Documents. The Contractor shall be solely responsible for directing and co-ordinating the various parts of the Work under this Contract.

21.2 The Contractor shall maintain good order and discipline among its employees and

Subcontractors engaged in the Work and shall not employ or permit any Subcontractor to employ a person on the Work who is not fully qualified to perform the assigned work. The TTC’s Representative shall have the right for cause to require either the temporary or permanent removal from the Site of any person employed in any capacity by the Contractor or any Subcontractor.

21.3 The Contractor shall be as fully responsible to the TTC for the acts and omissions of its

Subcontractors, and persons directly or indirectly employed by the Contractor as it is for its own acts or omissions.

21.4 The Contractor shall, at its own cost and risk:

.1 Perform all Work:

.1 in compliance with all Applicable Laws; .2 in accordance with Good Industry Practice; .3 in a manner consistent with the Contract Documents; .4 in a timely and professional manner; .5 with due regard to the health and safety of persons and property; and .6 in accordance with all other terms and conditions of this Contract.

21.5 Union affiliation, (if applicable)

.1 Should the Contractor’s employees be members of a Union, any pertinent collective

agreement must continue to operate during the entirety of the term of the Contract; contain a “No Strike” provision in accordance with the Labour Relations Act, 1995, CHAPTER 1, Schedule A; and must require the Contractor’s staff to cross picket lines to provide the Work as set out in this Contract;

.2 Any labour relations matters, arbitrations and grievances which may be filed by the

Contractor’s employees, shall be the sole responsibility of the Contractor and the


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Contractor agrees to indemnify the TTC against all claims, demands or actions of any kind whatsoever which may arise as a result of the aforementioned; and

.3 The Contractor must supply to the TTC’s Representative upon issuance of the

Purchase Order, a copy of the collective bargaining agreement with the applicable Union representing the workers who will be performing Work under this Contract. The Contractor further agrees to furnish any additional information deemed necessary by the TTC’s Representative on demand. The Contractor shall keep the TTC’s Representative advised in advance of any situation or issue arising during the entire term of the Contract that may have a direct or indirect impact on the Contractor’s ability to perform and complete all the Work in accordance with all terms and conditions and requirements of the Contract.

GC22 OTHER CONTRACTORS 22.1 The TTC reserves the right to enter into separate contracts or to make other arrangements

for work to be performed in connection with which the Work is a part of or to have certain portions of work performed by its own forces.

22.2 When separate contracts are awarded for other parts of work, or when work is performed

by the TTC's own forces, the Contractor shall co-ordinate and schedule the Work with the work of the TTC's forces and Other Contractors and interface as specified in the Contract Documents.

GC23 CONFLICT OF INTEREST 23.1 For the purposes of the Contract, a “Conflict of Interest” includes but is not limited to any

situation or circumstance where:

.1 In relation to the Request for Bid (RFB) process, the Contractor has an unfair advantage or engages in conduct, directly or indirectly, that may give it an unfair advantage, including but not limited to: (i) having or having access to information in the preparation of its Bid that is confidential to the City of Toronto, or the TTC, and not available to other bidders; (ii) communicating with any person with a view to influencing preferred treatment in the RFB process; or (iii) engaging in conduct that compromises or could be seen to compromise the integrity of the open and competitive RFB process and render that process non-competitive and unfair; or

.2 In relation to the performance of its contractual obligations in the Contract, the

Contractor’s other commitments, relationships or financial interests could or could be seen to: (i) exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) compromise, impair or be incompatible with the effective performance of its contractual obligations.

23.2 The Contractor shall:

.1 avoid any Conflict of Interest in its contractual obligations;


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.2 disclose to the TTC’s Representative without delay any actual or potential Conflict of Interest that arises during the performance of its contractual obligations; and

.3 comply with any requirements prescribed by the TTC’s Representative to resolve

any Conflict of Interest. 23.3 Each Contractor should declare that the Contractor and if applicable, each joint venture

participant, has no pecuniary interest in the business of any third party or any connection or relationship with any such third party or employers or directors of such third party that would cause a Conflict of Interest or appear to cause a Conflict of Interest in carrying out the Work. Should any such interest, connection or relationship materialize during the life of the Contract, the Contractor shall declare it immediately to the TTC’s Representative.

23.4 Contractor personnel must disclose to the TTC’s Representative any relevant

arrangements, contracts, alliances, connections or relationships so that their eligibility for a contract is based on all available information.

23.5 The issue of whether a ‘Conflict of Interest’ exists involving the Contractor shall be

determined at the TTC’s sole discretion.

GC24 INVOICING 24.1 Invoices shall be submitted in Canadian dollars and shall detail the following in a form

acceptable to the TTC: .1 General Requirements:

• the TTC Purchase Order number, or Contract number as applicable; • the Work period covered by the invoice • the calendar date and corresponding location for each separate item of Work

performed/delivered • the quantity of units of Work performed during the Work period covered by the

invoice • the itemized unit price rates, applicable discounts, for each item of Work

performed (as listed in the Price Schedule contained in the Contract Documents, or as agreed via any Contract Amendment);

• applicable Harmonized Sales Tax (HST) shall be shown separately on the invoice;

• the Contractor's HST registration number; • the name of the TTC Representative requesting each item of Work

.2 Documentation for invoice: the Contractor shall:

• Ensure it can provide evidence which can substantiate invoices including, but not limited to, TTC’s request for such Work, actual time sheets, waybills, expense receipts, completions/units delivered to TTC, etc. as applicable; and

• Upon request by the TTC’s Representative, deliver said evidence, in a format considered acceptable to the TTC’s Representative in his/her sole discretion, forthwith and at no cost to the TTC.


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24.2 Invoices in duplicate shall be submitted to: Toronto Transit Commission 1900 Yonge Street Toronto, Ontario M4S 1Z2 Attention: (Supervisor Accounts Payable)

GC25 TERMS OF PAYMENT 25.1 Progress Payments: The Contractor shall submit a monthly invoice for any payment due for

services rendered during the preceding month as described below and as further described in GC24 - INVOICING and shall show separately the Harmonized Sales Tax (HST) as part of the total monthly invoiced amount.

.1 Payments for Work performed shall be made 30 calendar days following receipt by

the TTC's Representative of an acceptable invoice submitted in accordance with GC24 - INVOICING. (In the event the 30th day falls on a weekend or public holiday, payment will be made the next business day thereafter.)

25.2 Payment under the terms of the Contract shall not constitute acceptance of the Work nor relieve the Contractor from any of the responsibilities or obligations under the Contract.

GC26 COMMUNICATIONS/CORRESPONDENCE DURING CONTRACT 26.1 Except for invoices, all other communication, correspondence, notices and submissions for

the TTC, which relates to this Contract shall be directed to: Toronto Transit Commission (as indicated in the Purchase Order) Attention: (as indicated in the Purchase Order)

GC27 ADVERTISING AND PUBLIC RELATIONS 27.1 The TTC reserves the right to review and approve all public relations material and

advertising related to the Contract prior to publication. The Contractor shall ensure that any material or advertising to be published is submitted in writing to the TTC’s Representative for such approval. The TTC’s Representative will provide a decision within twenty-one calendar days of receiving such request for approval.

GC28 CONTRACTOR WORK PERFORMANCE RATING 28.1 The TTC shall during the term of a Contract, maintain a record of the performance of the

Contractor completing Work for the TTC. This information shall be used to complete a


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“Contractor Performance Review” report, a copy of which will be forwarded to the Contractor upon Contract Completion. See Schedule GC28 attached to these General Conditions for format of the report. Interim “Contractor Performance Review” reports may be issued, as deemed appropriate by the TTC’s Representative, at any time during the term of the Contract.

28.2 The overall history of the Contractor in performing Work for the TTC will be considered in

the evaluation of future bids. 28.3 The TTC reserves the right in future bids requests to reject any bids submitted by a

company with an unsatisfactory performance history with the TTC. 28.4 The information contained in the “Contractor Performance Review” may be provided to the

City of Toronto.

GC29 SEVERABILITY

29.1 Any condition, section, subsection or other subdivision of this Contract which is, or becomes, illegal, invalid or unenforceable, shall be severed from this Contract and be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions thereof.

GC30 ACCESSIBLE CUSTOMER SERVICE TRAINING REQUIREMENTS 30.1 The Contractor will be responsible to provide all Contractor staff with accessible customer

service training and shall keep records of such training and make available to the relevant participant(s) on request, all in accordance with Schedule GC30, attached to these General Conditions.

GC31 FITNESS FOR DUTY 31.1 The Contractor will be responsible for its “Contract Workers” with respect to “Fitness for

Duty”, all in accordance with Schedule GC31, attached to these General Conditions.

GC32 PROHIBITION AGAINST GRATUITIES

32.1 No Contractor and no employee, agent or representative of the Contractor, may offer or give any gratuity in the form of entertainment, participation in social events, gifts or otherwise to any member of the City of Toronto Council or Board Member of the TTC, or any officer or employee of the TTC in connection with or arising from this Contract, whether for the purpose of securing a future contract or seeking favourable treatment in respect to this Contract.

32.2 If the TTC determines that sub-Section 32.1 has been breached by or with respect to the Contractor, the TTC may preclude the Contractor from bidding future TTC work and may terminate this Contract without incurring any liability.

GC33 APPLICABLE POLICIES

33.1 With respect to the provision, or receipt, as applicable, of the Work and access to the premises, property and employees of the TTC, the Contractor shall comply with such


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applicable policies, procedures and protocols of the TTC as are provided to the Contractor in writing and in advance. The TTC may, from time to time, amend its policies, protocols and procedures or add new policies, protocols and procedures by providing notice to the Contractor of such requirement. The Contractor shall be responsible to ensure that its workers comply with such applicable policies, protocols and procedures. Without limiting the generality of the foregoing, the Contractor shall comply with the requirements of the TTC’s Respect and Dignity Policy and Workplace Violence Policy, as amended from time to time, all in accordance with Schedule GC33A and GC33B attached to these General Conditions.

END OF SECTION

SECTION 00 72 00 – SCHEDULE GC13

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NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement is entered into as of the __________________(“Effective Date”), between Toronto Transit Commission, having a place of business at 1900 Yonge Street, Toronto, Ontario, M4S 1Z2 (hereinafter referred to as “TTC”), and ____________________________ , having a place of business at ___________________________ (hereinafter referred to as “Contractor”). The TTC and Contractor are collectively referred to as “Parties” and each one as a “Party”. WHEREAS the Parties may exchange certain Confidential Information (as defined below) [and the Contractor may be provided access to restricted portions of TTC Property] in order for the Contractor to perform Work, as defined in Contract _____________________, entitled__________________ _________________________________ (“Purpose”); WHEREAS the TTC and the Contractor in furtherance of such Purpose wish to exchange certain Confidential Information, subject to the terms and conditions set forth below. ARTICLE 1. DEFINITIONS 1.1 In this Agreement, “Confidential Information” means any and all material and/or

information of a Party (collectively, the “Disclosing Party”) which has or will come into the possession or knowledge of the other Party (the “Receiving Party”) in connection with or as a result of entering into this Agreement, including information concerning the Disclosing Party’s past, present or future customers, suppliers, technology, or business. For the purposes of this definition, “information” and “material” includes tangible data, patents, copyrights, trade secrets, processes, business rules, tools, business processes, programs, designs, formulae, marketing, advertising, financial, commercial, sales or programming materials, equipment configurations, system access codes and passwords, written materials, compositions, drawings, diagrams, computer programs, studies, works in progress, visual demonstrations, ideas, concepts, and other data, in oral, written, graphic, electronic, or any other form or medium, both in its original form and as part of a compilation or derivative of any of the foregoing.

1.2 In this Agreement, reference to the “TTC” shall include its Board Members, officers, employees, agents, contractors and consultants employed or retained by the TTC, as the case may be and reference to the “Contractor” shall include directors, officers, employees, agents, contractors and consultants employed or retained by the Contractor, as the case may be.

ARTICLE 2. USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION 2.1 The Receiving Party shall:

2.1.1 use the Confidential Information solely for the Purpose as set out above;


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2.1.2 hold the Confidential Information in confidence and shall not sell, assign, transfer or otherwise disclose the Confidential Information, or any information or materials derived therefrom, to any third party without the prior consent of the Disclosing Party, save and except as otherwise provided herein;

2.1.3 employ at least the same degree of care to protect the secrecy and

confidentially of the Confidential Information as it is uses to protect its own confidential and proprietary information and materials, but in no event less than reasonable care; and

2.1.4 maintain the Confidential Information in a secure place and restrict the

release, access and use of the Confidential Information to those employees and officers who must have access to the Confidential Information consistent with the Purpose;

2.1.5 ensure that each person to whom Confidential Information is disclosed to in

accordance with Clause 2.1.4 is advised, prior to the disclosure, of the confidential nature of the Confidential Information.

2.2 The Receiving Party shall not:

2.2.1 remove any proprietary, copyright, trade secret or other proprietary rights legend from any form of Confidential Information; or

2.2.2 make any public announcement of disclosure concerning the contents of this

Agreement beyond the disclosures authorized hereunder without the prior written consent of the other party unless otherwise required by law.

2.3 Immediately upon written request by the Disclosing Party, the Receiving Party shall

return all copies of the Confidential Information in its possession to the Disclosing Party or certify that all copies in its possession or control have been destroyed.

2.4 In the event of a breach of any of the foregoing provisions, the Parties agree that the harm suffered by the Disclosing Party would not be compensable by monetary damages alone and accordingly, that the Disclosing Party shall, in addition to other available legal or equitable remedies, be entitled to an injunction against such breach.

ARTICLE 3. EXCEPTIONS 3.1 Notwithstanding anything to the contrary herein, “Confidential Information” does

not include information or material:

3.1.1 which is publicly available when it is received by or becomes known to the Receiving Party or which subsequently becomes publicly available through no fault of the Receiving Party (but only after it becomes publicly available);


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3.1.2 which is already known to the Receiving Party at the time of its disclosure to the Receiving Party and is not known by the Receiving Party to be the subject of an obligation of confidence of any kind;

3.1.3 which is independently developed by the Receiving Party without any use of or reference to the Confidential Information of the Disclosing Party and which such independent development can be established by evidence that would be acceptable to a court of competent jurisdiction;

3.1.4 which is received by the Receiving Party in good faith without an obligation of confidence of any kind from a third party who the Receiving Party had no reason to believe was not lawfully in possession of such information free of any obligation of confidence of any kind, but only until the Receiving Party subsequently comes to have reason to believe that such information was subject to an obligation of confidence of any kind when originally received; or

3.1.5 which is intangible ideas, concepts, know-how or techniques that may be contained in the material or information that comprises Confidential Information. For greater certainty, Receiving Party is not restricted in any way from using the knowledge learned and experience gained as a result of having had access to Confidential Information of the Disclosing Party provided that such intangible ideas, concepts, know-how or techniques are not disclosed in a manner which would be readily identifiable as Confidential Information of the Disclosing Party.

ARTICLE 4. DISCLOSURE BY LAW 4.1 Should a Party be required by law or policy or be requested by legal process or

regulatory authority to disclose any Confidential Information, (“Required Party”), the Required Party will provide the other Party with prompt written notice of such requirement or request so that the other Party may seek an appropriate protection order or pursue such other action, remedy or assurance necessary to preserve the confidentiality of the Confidential Information, or waive compliance with any of the provisions of this Agreement, or both; and the other parties will fully co-operate with and not oppose the Required Party in respect of such matters. If, in the absence of either a protective order or a waiver by the other Party, the Required Party, in the reasonable opinion of reputable legal counsel, is required by law to disclose any Confidential Information or stand liable for contempt or to suffer other censure or penalty on any failure to so disclose, the Required Party may, without liability hereunder, disclose that portion, and only that portion, of the Confidential Information that is required to be disclosed.


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CLAUSE 5. GENERAL PROVISIONS 5.1 This Agreement may not be assigned by any Party in whole or in part, without the

other Party’s written consent, which consent may be unreasonably withheld. 5.2 If any provision, or portion thereof, of this Agreement is determined by a court of

competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable and distinct.

5.3 A term or condition of this Agreement can be waived or modified only by written

consent of both Parties. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

5.4 No single or partial exercise of any right or remedy under this Agreement shall

preclude any other or further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.

5.5 This Agreement constitutes the complete and exclusive statement of the terms and

conditions between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written statements which are inconsistent herewith.

5.6 Title to the Confidential Information and any copies thereof shall not pass or

transfer to the Receiving Party. 5.7 This Agreement shall be governed by and construed in accordance with the laws of

the Province of Ontario, Canada. The Parties agree that any action, proceeding, application or claim commenced by one Party against the other Party relating to or arising out of this Non-Disclosure Agreement shall be commenced in the City of Toronto, Province of Ontario, Canada.

5.8 This Agreement may only be modified by written agreement of all Parties. 5.9 All Parties’ obligations of confidentially shall continue until otherwise mutually

agreed to in writing, or for a period of ___________ years, whichever occurs first, following the last disclosure of Confidential Information.


Page 5 of 5

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.

TORONTO TRANSIT COMMISSION Per: _____________________________ Name: Title: I/We have authority to bind the TTC

[WITNESS: ______________________ CONTRACTOR Name: Date:] Per: ___________________________

Name: Title: I/We have authority to bind the Corporation

SECTION 0072 00 – SCHEDULE GC28

Page 1 of 2

Toronto Transit Commission

Contractor Performance Review (Service) CONFIDENTIAL

Contractor: ....................................................... Contractor’s Representative: ...............................

Bid No.: ............................................................ Purchase Order No.: ...........................................

Contract Title: .............................................................................................................................. Scope of Work: ............................................................................................................................ ..................................................................................................................................................

Contract Value: Completion Date:

Original - ................................ Scheduled - ............................

Final - .................................... Actual - ..................................

RATINGS

Use the appropriate rating for each category:

VERY POOR - 1 POOR - 2 SATISFACTORY - 3 GOOD - 4 VERY GOOD - 5 ~ If Category does not apply use N.A. ~

1 PLANNING AND SCHEDULING Assesses the Contract requirements, develops appropriate plans and schedules, establishes priorities, allocates resources. Meets schedule requirements.

RATING .........................................

2 TECHNICAL AND PROFESSIONAL KNOWLEDGE Demonstrates thorough knowledge of field or speciality, and is aware of current developments in their field.

.........................................

3 COMMUNICATIONS Transmits ideas clearly, keeps all appropriate people informed of activities, encourages effective communication.

.........................................

4 COOPERATION Reacts favourably to needs and instructions of the TTC; strives to create a co-operative atmosphere in the performance of the Contract.

.........................................

5 QUALITY OF WORK Produces work meeting Contract quality requirements.

........................................

SECTION 0072 00 – SCHEDULE GC28

Page 2 of 2

6

PROBLEM SOLVING AND DECISION MAKING Identifies problems and analyzes causes, generates solutions, takes into account all relevant information, exercises sound judgement, makes decisions and follows through on them.

.........................................

7

HUMAN RESOURCES MANAGEMENT Has a competent work force that has been adequately trained and manages performance of staff. Maintains appropriate staff for duration of Contract.

.........................................

8

INNOVATION Demonstrates creativity in advancing new ideas and programs.

.........................................

9

CLAIMS ADMINISTRATION Provides appropriate notice of Contract claims as required in the Contract; submits justified and reasonable costs for same.

.........................................

10

SAFETY Compliance with safe work practices; compliance with environmental requirements; compliance with safety documentation submissions; compliance with site cleanliness requirements; and timeliness to resolve non-conformances.

TOTAL RATING ................... Note: The percentage is calculated by: (the sum of all the ratings

for each category) divided by (the total number of applicable categories, multiplied by 5), multiplied by 100.

PERCENTAGE ................. %

Would you recommend this Contractor for future work? Explain reasons in General Comments below.

YES NO

GENERAL COMMENTS: ................................................................................................................. .................................................................................................................................................. ..................................................................................................................................................

..................................................................................................................................................

Assessed by ..................................................... Title .................................................................

Reviewed by .................................................... Title ................................................................

Approved by .................................................... DEPARTMENT MANAGER

Date ...............................................................

F18-R1


Page 1 of 1

ACCESSIBLE CUSTOMER SERVICE TRAINING REQUIREMENTS (For Contractors, Consultants and other service providers)

.1 The TTC supports the goals of the Accessibility for Ontarians with Disabilities Act (AODA),

2005 and is committed to providing equal treatment and equitable benefits of the TTC’s services, programs and facilities in a manner that respects the dignity and independence of people with disabilities.

.2 Under section 6 of the Accessibility Standard for Customer Service, O, Reg. 429/07,

established by the AODA, the TTC must ensure that employees, volunteers and all other personnel, including third party Contractors, who deal with members of the public or other third parties on behalf of the TTC or, who participate in developing the TTC policies, practices or procedures on the provision of goods and services receive training on accessible customer service.

.3 All personnel must complete training that meets the requirements of the Accessible

Customer Service regulation and includes:

.1 an overview of the AODA;

.2 Understanding the requirements of the Regulation;

.3 How to interact and communicate with persons with various types of disabilities;

.4 How to interact with persons with disabilities who use an assistive device or require the assistance of a guide dog or other service animal or the assistance of a support;

.5 How to use equipment or devices available on the provider’s premises or otherwise provided by the provider to people with disabilities to access goods or services; and

.6 What to do if a person with a particular type of disability is having difficulty accessing the provider’s goods or services.

.4 Third party Contractors and other service providers are to ensure that training records are

maintained, including dates when training is provided, the number of personnel who received training and individual training records. Contractors are required to ensure that this information is available, if requested by the TTC’s Representative.

.5 E-learning:

.1 The training requirements can be fulfilled by completing the e-Learning course “Serve-ability: Transforming Ontario’s Customer Service”, which can be found on the Ministry of Community and Social Services website: http://www.mcss.gov.on.ca/mcss/serve-ability/splash.html

6. For more information:

.1 How to comply with the Accessible Customer Service Standard at:

www.accessON.ca/compliance .2 Requirements of the Accessible Standards for Customer Service (Ontario Regulation

429/07): www.e-laws.gov.on.ca/html/source/regs/english/2007/elaws_src_regs_r07429_e.htm

http://www.mcss.gov.on.ca/mcss/serve-ability/splash.html

http://www.accesson.ca/compliance

http://www.e-laws.gov.on.ca/html/source/regs/english/2007/elaws_src_regs_r07429_e.htm


Page 1 of 7

TORONTO TRANSIT COMMISSION FITNESS FOR DUTY EXPECTATIONS FOR CONTRACTORS PROCEDURE

I. ADDITIONAL DEFINITIONS: The following additional definitions shall apply to this Schedule and references to

the singular throughout shall be considered to include the plural and vice versa as the context requires.

All capitalized terms unless otherwise defined in this Schedule shall have the

meaning as set out in the General Conditions and/or Supplementary Conditions of the Contract.

“Worker” means:

(a) any individual that the Contractor or a Subcontractor employs, contracts with

or assigns to perform Work; and/or (b) any Contractor or Subcontractor that is an individual.

“Drug” means any substance, including but not limited to alcohol, illicit drugs, medications, or other substances the use of which has the potential to change or adversely affect the way a person thinks, feels or acts. For purposes of this procedure, Drugs of concern are those that inhibit a Worker’s ability to perform Work safely and productively.

“alcohol” refers to beer, wine and distilled spirits, and includes the intoxicating agent found in medicines or other products. “illicit drug” means any Drug or substance which is not legally obtainable and whose use, sale, possession, purchase or transfer is restricted or prohibited by law (e.g. street Drugs such as marijuana and cocaine). “medication” refers to a Drug obtained legally, either over-the-counter or through a doctor’s or Nurse Practitioner’s prescription.

“Drug Paraphernalia” means any personal property associated with the use of any Drug, substance, chemical or agent, the possession of which is unlawful in Canada. This would also include any product or device that may be used to attempt to tamper with a testing sample.

“Extreme Fatigue” means physical and/or mental exhaustion that reduces a person’s alertness such that a safety hazard is created or results in an inability to safely perform Work. “Fit for Duty” means, in the context of the Expectations, that a Worker is able, to safely and/or acceptably perform assigned duties without any limitations resulting


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from, but not limited to: the use or after-effects of illicit drugs, alcohol, and/or medications; the misuse of and/or failure to take prescribed medications; and/or Extreme Fatigue. “On duty” is the time period commencing from when a Worker reports to perform Work up until the time he or she ceases to perform Work for the day, and includes lunch, break times and times between the portions of split crews. On Duty also includes the time period in which an individual is required to be performing Work or is on stand-by to perform Work.

II. PURPOSE

The TTC has an overriding obligation to protect the health and safety of all individuals by ensuring that all Workers performing Work are Fit for Duty, as defined in this Fitness for Duty Expectations for Contractors Procedure (“Expectations”). In light of this obligation, and recognizing the safety-sensitive nature of the TTC’s operations, the Expectations are intended to outline in more detail the standards associated with being Fit for Duty while performing Work.

III. APPLICATION

Contractors are encouraged to implement their own Fitness for Duty policy. At a minimum, a Contractor is expected to ensure, that all Workers they employ, contract with, or assign to perform Work, and to ensure that Subcontractors and their workers, understand and meet the requirements set out herein. These requirements are to be applied, with appropriate modification in the circumstances, while maintaining the purpose of the Expectations.

IV. RESPONSIBILITIES i. Contractor Responsibilities

Contractors are expected to: - adhere to the requirements of the Expectations and ensure, by enforcing these

requirements, that their Workers and Subcontractors do the same.

ii. Worker Responsibilities

Workers performing Work are expected to adhere to the requirements of the

Expectations including, but not limited to:

- reporting Fit for Duty, and remaining fit while On Duty or otherwise on Site;

- co-operating with any investigation required by the Expectations; and

- taking appropriate action(s) to minimize any safety risk.


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If unexpected circumstances arise where a Worker is requested to perform Work while he or she is not Fit for Duty, it is the responsibility of the Worker to inform the Contractor or Subcontractor, as applicable, the Worker’s supervisor and/or a TTC representative that he or she cannot perform the Work.

iii. Subcontractor Responsibilities Subcontractors are expected to adhere to the requirements of the Expectations, as

applicable, and to ensure, by enforcing these requirements, that their Workers and any Subcontractors they contract with do the same.

Subcontractors that are individuals are also expected to adhere to the requirements of

the Worker Responsibilities, set out above. V. STANDARDS i. Illicit Drugs The following are prohibited while On Duty or otherwise on TTC premises or

worksites:

- reporting for duty or remaining On Duty under the influence of illicit drugs;

- consuming any illicit drugs during meals or other breaks; and

- the use, possession, distribution, offering or sale of illicit drugs or Drug

Paraphernalia.

ii. Alcohol The following are prohibited while On Duty or otherwise on TTC premises or

worksites:

- the use, possession, distribution, offering, or sale of alcohol;

- reporting for duty or remaining On Duty under the influence of alcohol from any

source; and

- consuming any product containing alcohol.

iii. Medications

Workers are expected to responsibly use all medications. They should investigate (through their doctor or pharmacist) whether a medication can adversely affect performance or the safe operation of any equipment or machinery, including vehicles. They should also take appropriate steps to minimize associated risk, which would include notifying the Contractor or Subcontractor, as applicable, their supervisor or a


Page 4 of 7

TTC representative of their inability to perform Work safely. The following are prohibited while On Duty or on TTC premises or worksites:

- the possession of prescribed medications without a legally obtained prescription;

- the distribution, offering or sale of prescription medications (trafficking); and

- the intentional misuse of medications (e.g. using the medication not as

prescribed, using someone else’s medication or combining medication and alcohol

use against direction).

iv. Extreme Fatigue Workers are expected to report Fit for Duty and are responsible for taking

appropriate action(s) to avoid Extreme Fatigue while On Duty. When performing Work, Workers are prohibited from reporting for duty or remaining On Duty when suffering from Extreme Fatigue. All Workers are responsible for:

- ensuring sufficient rest periods prior to starting work and utilizing breaks provided

within and between shifts to rest and recuperate; and

- recognizing the symptoms of fatigue and reporting incidents of Extreme Fatigue to

the Contractor or Subcontractor, as applicable, his or her supervisor and/or a TTC

representative.

VI. INVESTIGATIONS AND REPORTING REQUIREMENTS i. Fit for Duty a. Investigations by Contractors:

If there are reasonable grounds to believe that a Worker is not Fit for Duty, or has otherwise violated the Expectations, the Contractor is required to notify a TTC representative immediately, to remove the Worker from performing Work and to provide the Worker with an opportunity to explain the situation. If the Contractor is unavailable or otherwise unable to have the Worker removed, the TTC will remove the Worker.

The Worker shall not perform any further Work, perform additional Work or enter upon any Site pending the results of the investigation without the permission of the Contractor.


Page 5 of 7

All investigations by the Contractor must be performed to the TTC’s satisfaction. A Contractor must prepare a written report directed to the applicable TTC representative setting out the nature of its investigation and the results.

b. Investigations by the TTC where Conflicts of Interests Exist:

In some circumstances, a conflict of interest will exist with regard to having the Contractor conduct an investigation into whether a Worker is Fit for Duty or has otherwise violated the Expectations, for e.g. where the Worker is a director, owner or officer of the Contractor, or where the Worker is an individual who does not have any employees and is directly engaged by the TTC. The TTC in its sole discretion will determine whether a conflict of interest exists preventing the Contractor from conducting the investigation. If a conflict of interest exists, the Contractor shall not conduct an investigation into whether a Worker is Fit for Duty, or has otherwise violated the Expectations. Instead, a TTC representative will conduct the investigation. If reasonable grounds exist to believe that the Worker is not Fit for Duty or has otherwise violated the Expectations, he or she will be removed from performing any Work and given an opportunity to explain the situation to a TTC representative. If a TTC representative still believes that the Worker is unfit for duty or has otherwise violated the Expectations, after the Worker is provided with an opportunity to explain the situation, a TTC representative will consult with a second TTC representative.

The Worker shall not perform any further Work, perform additional Work or enter upon any Site pending the results of the investigation without the permission of the TTC.

The TTC will prepare a written report directed to the Contractor setting out the nature of its investigation and the results.

ii. Alcohol and Drug Testing

Contractors are encouraged to implement an alcohol and Drug testing policy. When an investigation is conducted into whether a Worker is Fit for Duty, or has otherwise violated the Expectations, an alcohol and Drug testing policy will assist Contractors in complying with their obligations under applicable legislation, including the Occupational Health and Safety Act and the Human Rights Code.

iii. Impaired Driving Situations

If required to operate any vehicle, Workers must report the loss of a valid driver’s license to the Contractor, their supervisor and/or a TTC representative immediately. In addition, Workers are required to immediately report to the Contractor, their supervisor and/or a TTC representative the receipt of any impaired driving charges and/or suspensions received while operating a vehicle On Duty.


Page 6 of 7

iv. Possession of Alcohol or Drugs

Contractors are required to notify a TTC representative if they have reasonable grounds to believe that a Worker possesses alcohol and/or illicit drugs while performing Work or otherwise on TTC premises or worksites while On Duty. In cases where the Contractor or the TTC has reasonable grounds to believe this, the police must be contacted. If police do not conduct an investigation, the TTC in its sole discretion will determine if the TTC or the Contractor will conduct the investigation. A Worker may not perform any Work or additional Work pending the results of an investigation.

If a Contractor conducts the investigation, a report must be prepared setting out the nature of its investigation and the results. All investigations conducted by Contractors must be performed to the TTC’s satisfaction.

v. Worker Refusal to Participate in Investigation

Where a Worker refuses to participate in an investigation required by the Expectations, he or she will be directed to cease performing any Work and additional Work.

VII. VIOLATIONS AND CONSEQUENCES i. Violations In the case of a confirmed violation of the Expectations, the Contractor and/or Worker

shall not perform any further or additional Work and/or enter upon any TTC premises or worksites without the TTC’s written permission. If requested by the TTC, the Contractor and/or Worker must provide a written safety program detailing how the Contractor/Worker will ensure adherence to these Expectations when performing further and/or additional Work to obtain this written permission.

The decision to permit a Contractor and/or Worker to perform further and/or additional

Work and to enter upon TTC premises or worksites, is at the sole discretion of the TTC.

If the Contractor and/or Worker does receive the TTC’s written permission to perform further and/or additional Work, the Contractor and/or Worker must adhere to the written safety program, if applicable, and any imposed written conditions that the TTC in its sole discretion may determine are appropriate to ensure that future violations of the Expectations do not occur.

ii. Consequences Contractors that are in violation of the Expectations may be in breach of their

contract with the TTC. This breach of contract may result in the Contractor being


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required to pay liquidated damages pursuant to the terms of the contract to the TTC, and/or suspension and/or termination of the contract.

At the sole discretion of the TTC, it may choose to not consider the Contractor who has violated these Expectations for additional Work for a period of one year from the date of the termination letter. In such an instance, during the one year period, the Contractor and/or Worker will be removed from the TTC’s bidders list and any bid submissions from the Contractor will not be considered. The Contractor and/or the Worker will also be prohibited from entering any Site.

SECTION 00 72 00 - SCHEDULE GC33B

Page 1 of 10

WORKPLACE VIOLENCE POLICY

1.0 POLICY STATEMENT

The Toronto Transit Commission (“TTC”) is committed to providing a safe work environment and service that is free from violence or the threat of violence. The TTC will not tolerate any actual, attempted or threatened violence against or by any employee or member of the public utilizing TTC services.

2.0 PURPOSE

This policy is intended to:

a) Create and foster a work environment free from workplace violence;

b) Provide a definition of workplace violence;

c) Establish and detail the responsibilities of all employees in TTC to maintain a

workplace free from actual, attempted or threatened violence;

d) Ensure that incidents of workplace violence are reported to TTC management and

Police Services as appropriate; and

e) Ensure that incidents of workplace violence are investigated in a timely manner by

the TTC.

3.0 APPLICATION 3.1 This policy applies to all employees, including all full-time and part-time employees,

temporary, casual employees, and employees on leave of absence. This policy also applies to all persons who attend a TTC workplace including, but not limited to, TTC's contractors, volunteers, students, and members of the public utilizing TTC services.

3.2 Employees who engage in conduct that contravenes the Criminal Code; the Occupational

Health and Safety Act, and/or this policy will be disciplined, up to and including dismissal. 3.3 Any employee who has authority to appropriately prevent, discourage, or intervene against

workplace violence will be held responsible for failing to exercise this authority. However, no one is expected to act in a way which puts his/her own personal safety at risk.

3.4 This policy is subject to annual review, and modifications will be made as deemed

necessary to respond to current conditions and evolving needs.


Page 2 of 10

4.0 DEFINITION OF WORKPLACE VIOLENCE 4.1 Workplace Violence is any:

(i) exercise of physical force by or against an employee in the workplace that causes

or could cause physical injury;

(ii) attempt to exercise physical force by or against an employee in the workplace that

could have caused physical injury; or

(iii) statement(s) or behaviour(s) that is reasonable to interpret as a threat to exercise

physical force by or against the employee that could cause physical injury.

Examples of workplace violence include, but are not limited to: pushing, kicking, hitting, pinching, spitting, assault, sexual assault, the attempt or threat of an assault, threatening the use of a weapon, unlawfully possessing or carrying a weapon while on duty, comments or jokes about causing harm to an employee or person, stalking or criminal harassment, and physical intimidation, bullying, mobbing, or threatening gestures. Such behaviours may be verbal, written, a gesture or an expression, or an outright physical act.

4.2 Sexual assault is any physical contact made of a sexual nature that is known or ought

reasonably to be known to be unwelcome. Sexual assault may include, but is not limited to, any unwanted physical contact such as touching, kissing, patting, massaging, fondling or pinching.

5.0 SUPERVISORY ACTIONS

Appropriate supervisory actions including, but not limited to, directing or assigning of work, performance counselling, employee performance appraisals, or discipline, are not considered workplace violence.

6.0 ROLES AND RESPONSIBILITIES 6.1 Employee Responsibilities

All employees are responsible for:

- reading and understanding the requirements and obligations of this policy;

- upholding the principles set out in this policy;

- not engaging in violent acts against any persons;

- maintaining a safe work environment;

- not engaging in or ignoring violent, threatening, intimidating or other disruptive

behaviours;

- acting respectfully towards others;

- co-operating with all efforts to investigate and resolve matters that violate this policy;


Page 3 of 10

- immediately reporting all incidents of violence to the Transit Control Centre;

- reporting promptly to their supervisor any and all incidents where the employee is

subjected to, witnesses, or has knowledge of workplace violence or has reason to

believe that workplace violence may occur; and,

- preventing and reporting acts of violence that threaten or perceive to threaten a safe

work environment.

6.2 Supervisory Responsibilities

All supervisors and managers are responsible for:


- communicating and educating employees on this policy;

- educating employees on workplace violence risks and hazard controls specific to their

work location;

- not engaging in any behaviour contrary to this policy;

- not allowing or condoning any behaviour contrary to this policy;

- conducting Hazard Identification and Risk Assessments (“HIRAs”) that identify the

potential risks of workplace violence based on the nature of the work and the work

environment;

- reviewing and updating the HIRAs in respect of workplace violence, and providing

copies to the relevant Joint Health and Safety Committee (“JHSC”);

- implementing hazard controls to eliminate or minimize workplace violence risk as

identified through HIRAs or investigations;

- responding to employee concerns related to workplace violence;

- immediately reporting all incidents of violence to Transit Control;

- reporting all workplace violence incidents to the Human Rights Unit, Employee

Relations Section of the Human Resources Department, Special Constable Services

Department and the Safety Department;

- investigating incidents and complaints of workplace violence in a timely manner;

- ensuring that the Co-Chair of the relevant JHSC is informed of an incident of

workplace violence within four (4) days of the incident occurring;

- responding to work refusals in accordance with the TTC's Work Refusal Process;


Page 4 of 10

- documenting details of the incident(s) of violence, investigative actions taken,

outcomes and remedies;

- taking prompt action to resolve situations; and

- imposing discipline on employees that engage in violent conduct or behaviour.

6.3 Safety Department's Responsibilities

The Safety Department is responsible for:


- providing education and training to all employees on the Occupational Health and

Safety Act;

- providing assistance to supervisors and management in conducting HIRAs that identify

workplace violence hazards, and how to eliminate or minimize those risks;

- conducting audits to ensure management reviews and updates its HIRAs in respect of

workplace violence;

- reporting on the risks of violence identified in the completed HIRAs and workplace

violence hazard assessments to management, the JHSC and the Human Rights Unit;

- recommending and assisting in the implementation of controls to minimize the risks of

workplace violence identified from the HIRAs;

- attending at and conducting the investigation of work refusals involving workplace

violence;

- liaising with the Ministry of Labour during their investigations or inspections related to

workplace violence, including work refusals; and

- participating in the review of this policy for continuous improvement.

6.4 Joint Health and Safety Committee's Responsibilities

The JHSCs are responsible for:


- reviewing the HIRAs and the workplace violence hazard assessments;

- providing recommendations to management to reduce or eliminate the risk of violence;

- recommending corrective measures for the improvement of the health and safety of

workers;

- responding to work refusals; and,


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- responding to employee concerns related to workplace violence and communicating

these concerns to management.

6.5 Transit Control's Responsibilities

Transit Control are responsible for:


- responding immediately to all workplace violence related calls by immediately

despatching the appropriate Police Services, emergency personnel as required, Special

Constable Services, and TTC supervisory personnel to the site; and

- notifying the Human Rights Unit, Employee Relations, Special Constable Services and

Safety of all incidents of workplace violence.

6.6 Special Constable Services' Responsibilities

Special Constable Services are responsible for:


- responding to, and conducting preliminary investigations into, workplace violence

incidents between employees, determining the threat level and securing the scene;

- co-ordinating police response and conducting investigations into workplace violence

incidents of a criminal nature by or against employees, where police have not been

immediately despatched by Transit Control;

- on request by the Workplace Violence Response Team, co-ordinating or conducting

formal workplace violence threat assessments;

- on request by the Workplace Violence Response Team, preparing and implementing

protection plans and/or security alerts;

- communicating protection plans to the Workplace Violence Response Team and

management of the affected area;

- on request by the Safety Department, recommending and assisting in the

implementation of controls to minimize the risks of workplace violence identified by

HIRAs; and,

- on request of the Human Rights Unit, providing security statistical reports on all

incidents of violence committed against employees to management, Safety, Employee


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Relations, and the Human Rights Unit, to assist with workplace violence hazard

assessments.

6.7 Human Rights Unit's Responsibilities

The Human Rights Unit is responsible for:


- promoting compliance with this policy;

- responding to complaints of workplace violence between employees in a sensitive and

timely manner;

- investigating or co-ordinating investigations into incidents of workplace violence

between employees;

- chairing the Workplace Violence Response Team;

- maintaining accurate records of all reported workplace violence incidents between TTC

employees; and

- reviewing reports from the Safety Department on results of workplace violence hazard

assessments, and the effectiveness of controls implemented to minimize or eliminate

the risks of workplace violence.

6.8 Human Resources Department's Responsibilities

The Human Resources Department is responsible for:


- educating employees on the requirements of this policy;

- providing education and training to all employees on what constitutes workplace

violence, and how to prevent acts of violence;

- informing the Human Rights Unit of grievances involving workplace violence that are

filed by staff or under the collective agreements;

- providing information about an employee with a history of violent behaviour to

appropriate supervisory personnel and the Human Rights Unit, if:

a) other employee(s) can be expected to encounter that person in the course of his

or her work; and


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b) the risk of workplace violence is likely to expose an employee(s) to physical

injury;

- advising management staff on appropriate corrective action and discipline that arises

from an employee’s violation of this policy; and

- participating in the review of this policy for continuous improvement.

6.9 Training Department's Responsibilities

The Training Department in the Operations Branch is responsible for:


- educating employees on the requirements of this policy;

- providing education and training to employees on what constitutes workplace violence,

how to prevent acts of violence, or becoming a victim of violence; and

- providing education and training to all employees on the Ontario Occupational Health

and Safety Act.

7.0 REPORTING INCIDENTS OF WORKPLACE VIOLENCE 7.1 Any employee or supervisor who has been threatened, becomes aware of, witnesses, or

has been involved in a workplace violence incident, must immediately notify Transit Control at 3-5-5-5 (emergency) or 3-4-4-4 (non-emergency). If Transit Control cannot be immediately contacted, dial (9) 9-1-1. A follow-up call to Transit Control must be made as soon as possible thereafter. Transit Control will immediately dispatch the appropriate Police Services and/or emergency personnel as required, Special Constable Services and TTC supervisory personnel.

7.2 Any employee who observes, becomes aware of, or has been involved in a workplace

violence incident shall also notify their supervisor as soon as possible after notifying Transit Control. The TTC supervisor notified of the workplace violence incident shall inform the appropriate department head of the incident.

7.3 Any employee who is a victim of a criminal act may also directly contact the appropriate

Police Services to lay criminal charges. 7.4 The TTC supervisor and/or Special Constable Services shall ensure there is no escalation of

the situation and the safety of all involved is protected. 7.5 All incidents of workplace violence must be recorded in writing by the reporting person or

employee, or by Special Constable Services and/or the TTC supervisor responding to the incident or receiving the complaint, even in circumstances where the Police are conducting a criminal investigation into the incident. The date, time, location, potential witnesses, and


Page 8 of 10

nature of the complaint or incident should be documented (See Workplace Violence Incident Report Form).

7.6 All incidents of workplace violence must be reported to the appropriate management staff

from the affected work location, the Human Rights Unit, Special Constable Services, Safety, and Employee Relations, by promptly forwarding a copy of the completed Workplace Violence Incident Report to each department head.

8.0 INVESTIGATION OF INCIDENTS OF WORKPLACE VIOLENCE 8.1 All reported incidents of workplace violence will be promptly investigated. Based on the

nature and circumstances of each incident, the investigation may be conducted by the appropriate Police Services, Special Constable Services, the supervisor or management staff of the affected area, the Human Rights Unit, Safety and/or by an external investigator.

8.2 Where the perpetrator of workplace violence is a member of the public, Special Constable

Services will co-ordinate the police response as required, and conduct the investigation into the incident.

8.3 Where the perpetrator of workplace violence is an employee, management or the Human

Rights Unit will conduct an investigation of the incident. The investigation will include:

- a documented interview with the complainant or victim;

- a documented interview with the alleged respondent(s);

- a documented interview with witnesses;

- any other step the investigator deems necessary to fully and fairly investigate the

complaint or incident; and

- a written report of the results of the investigation to be provided to Employee

Relations and the Human Rights Unit.

8.4 In circumstances where an employee may be criminally charged, or has been charged, and

has refused to participate in an investigation, the TTC remains obligated to continue with its investigation and will make findings based on the information available to it at that time.

8.5 Pending the completion of an investigation, appropriate measures will be taken to ensure

the workplace is free from violence. Such measures may include an employee alleged of engaging in an act of workplace violence being transferred to another work location, re-assigned duties, suspended, and/or relieved of duty. Management should consult with Employee Relations to determine the most appropriate course of action pending the completion of an investigation.

8.6 Once an investigation is complete, management should consult with Employee Relations

prior to taking any disciplinary action based on the results of an investigation.


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9.0 WORK REFUSALS

Any work refusal that arises from an incident of workplace violence must be reported to Transit Control and shall be investigated by the supervisor, the member of the JHSC and/or Safety in accordance with the TTC's Work Refusal Process.

10.0 WORKPLACE VIOLENCE RESPONSE TEAM 10.1 The Workplace Violence Response Team consists of management staff from the affected

work location, the Human Rights Unit, Safety, Employee Relations, the Occupational Health and Claims Management Section of the Human Resources Department, and the TTC's Employee Family Assistance Program (EFAP). If requested, Special Constable Services will assist the Workplace Violence Response Team as referenced in Section 6.6 of this policy.

10.2 When circumstances warrant, and certainly in all emergencies, the Human Rights Unit will

promptly call a meeting of the Workplace Violence Response Team, and together the team will formulate an action plan to address the risks associated with the incident of workplace violence and the short-term and long-term resolution options. Circumstances that would warrant such a meeting include, but are not limited to, dealing with an incident of violence requiring ongoing attention; identifying persons with a history of violent behaviour; or addressing situations with the potential to escalate into more serious workplace violence.

11.0 DOMESTIC VIOLENCE 11.1 Any employee experiencing domestic violence outside of the workplace that may create a

risk of danger to themselves or others in the workplace is encouraged to report such violence to their supervisor or to the Human Rights Unit so that all reasonable preventative steps can be taken to ensure the safety of employees.

11.2 Supervisors who have a reasonable belief that an employee may be a victim of domestic

violence outside of the workplace that may create a risk of danger to themselves or others in the workplace must take every reasonable precaution to protect the employee. Supervisors must also notify the Human Rights Unit and Employee Relations of any such reasonable belief. In the event of an emergency, the supervisor must immediately notify Transit Control at 3-5-5-5.

12.0 REMEDIAL ACTION All employees involved or affected by a workplace violence incident should be offered

support from the EFAP, together with any other remedial measures deemed appropriate by TTC.

13.0 TIME LIMITS

A complaint alleging an incident of violence that occurred more than twelve (12) months prior, or if there were a series of incidents, within twelve (12) months after the last incident in the series, will be dismissed, unless the Human Rights Unit is satisfied that the delay was incurred in good faith.


Page 10 of 10

14.0 BAD FAITH COMPLAINTS 14.1 It is a violation of this policy to put forward a vexatious and/or bad faith complaint. These

include complaints that are filed:

a) without reasonable grounds;

b) with the intention to embarrass or harass; and/or

c) with no factual basis.

14.2 If it is proven in an investigation that an employee made a complaint in bad faith and/or the

complaint was frivolous or vexatious, he or she will be subject to discipline, up to and including dismissal.

15.0 REPRISAL

Any person who reports an incident, or acts as a witness in good faith, is protected from reprisal, the threat of reprisal, and/or further violence. Reprisal is defined as any act of retaliation, either direct or indirect, in both work and service environments. Any employee who engages in reprisal against anyone who has filed a complaint or who is co-operating in an investigation of a complaint will be disciplined up to and including dismissal.

16.0 CONFIDENTIALITY AND RECORDS 16.1 To protect all parties involved in an investigation of an incident of violence, strict

confidentiality will be maintained throughout the investigation process to the extent practicable and appropriate under the circumstances.

Information may be disclosed:

a) to protect the safety of employees, the public and/or contractors; and

b) where required by law, for example, pursuant to the Occupational Health and Safety

Act; in arbitration proceedings, proceedings before the Human Rights Tribunal, or

criminal proceedings.

16.2 If an investigation results in discipline, only the disciplinary documents will be placed in the

respondent's employee personnel and work location files.

Toronto Transit Commission Section 00 73 00 P31CA14166 SUPPLEMENTARY CONDITIONS INDEX Sub-Section No. TITLE PAGE NO. SC1 SCOPE OF SUPPLEMENTARY CONDITIONS .......................................................... 1

SC2 INSURANCE REQUIREMENTS .............................................................................. 1

SC3 EVIDENCE OF INSURANCE ................................................................................. 1

SC4 INDEMNIFICATION ............................................................................................ 2

SC5 AUTHORITY OF THE TTC’S REPRESENTATIVE ...................................................... 3

SC6 ADDITIONAL DEFINITIONS ................................................................................. 3

SC7 SAFETY ........................................................................................................... 3

SC8 CONTRACTOR’S EQUIPMENT ............................................................................. 4

SC9 INVOICING & CORRESPONDENCE ....................................................................... 4

Toronto Transit Commission Section 00 73 00 P31CA14166 SUPPLEMENTARY CONDITIONS Page 1

SC1 SCOPE OF SUPPLEMENTARY CONDITIONS 1.1 The General Conditions shall apply to the Contract except as amended in these

Supplementary Conditions.

SC2 INSURANCE REQUIREMENTS 2.1 Throughout the term of the Contract the Contractor shall obtain and maintain at their own

expense the following insurance in relation to the Work, any services required to be performed by the Contractor under the Contract Documents, or otherwise, each such policy to be issued by an insurance contractor licensed to carry on the business of issuing such policies in Ontario, and possessing a Best’s Financial Strength Rating of at least B+.

.1 Comprehensive General Liability Insurance, which shall include, but not limited to:

.1 Contractual liability coverage for liability assumed under SC4 - INDEMNIFICATION;

.2 Products and completed operations coverage;

.3 Contingent employer's liability coverage, for any claims that might be brought against the TTC by any employee of the Contractor;

.4 Owner’s and Contractor's protective coverage for all subcontracted operations;

.5 Non-owned automobile liability; and

.6 Cross liability and severability of interests clause. .7 Such insurance shall provide a combined single limit of not less than One

Million Dollars ($1,000,000) for any one occurrence or accident for all claims arising out of bodily injury (including death) and damage to the property of others. Such liability insurance shall contain no exclusions in conflict with the character of the Work required to be performed under the Contract and shall include the TTC as an additional insured.

.8 Any other valid or collectible insurance available to the TTC shall not apply to any loss until the coverage and limits available under the insurance policies maintained by the Contractor in accordance with this SC2.1 have been exhausted.

.2 Automobile Liability Insurance

.1 Automobile liability insurance with a limit of not less than One Million Dollars ($1,000,000) inclusive for any one accident or occurrence and shall insure against claims for bodily injury, including death, and for property damage arising out of the use of any vehicle owned, leased or operated by or on behalf of the Contractor in the performance of the Work.

SC3 EVIDENCE OF INSURANCE

Section 00 73 00 Toronto Transit Commission SUPPLEMENTARY CONDITIONS P31CA14166 Page 2

3.1 Within ten (10) calendar days of the Notification of Award and prior to the commencement of Work, the Contractor shall provide the TTC with certificates of insurance originally signed by the insurer or its authorized representative.

3.2 At the expiry date of the policy, the Contractor shall provide to the TTC signed certificates

of insurance evidencing renewals or replacements prior to the expiration date of the original policies, without notice or request by the TTC.

3.3 Each policy shall be endorsed with an undertaking from the insurance company that such

insurance will not be cancelled or reduced in coverage without thirty calendar days prior written notice delivered by registered mail to the TTC.

3.4 With the exception of automobile liability, each policy shall include an endorsement under

which the insurer waives any right of subrogation it may have against the TTC and its directors, officers, employees and agents.

3.5 Should the TTC be of the opinion that the insurance taken by the Contractor is inadequate

in any respect and for any reason whatsoever, it shall forthwith advise the Contractor of such opinion and the reasons therefore and the Contractor shall forthwith take out insurance of a character satisfactory to the TTC.

3.6 The taking out of the insurance as aforesaid shall not relieve the Contractor of any of its

obligations under the Contract.

SC4 INDEMNIFICATION 4.1 The Contractor shall hereby assume the defense of, fully indemnify and hold harmless the

TTC, its Engineer, consultants, agents and employees in respect of the amount of any claim, demand, loss, cost, expense (including reasonable legal expenses), action, suit, proceeding, liability, fine, penalty, interest, payment or damage by whomsoever (including, without limitation, the TTC) which is made, sustained, brought or prosecuted in any manner based upon, occasioned by or attributable to any breach of the Contract by the Contractor, or to any willful misconduct, fault, or negligent act or omission of the Contractor or any person, agent, consultant, firm or corporation for whose acts the Contractor is liable at law (collectively referred to as "Claims"). Further, the Contractor shall pay any amount of Claims incurred by the TTC on account of any injuries, including death, or damages, or destruction of property, including TTC’s property, received or sustained by any persons or property and if it fails to do so, the TTC may pay such Claims and deduct the amount thereof from any monies due, or to become due, to the Contractor, or otherwise recover such amounts or any balance thereof from the Contractor.

4.2 Subject to any Supplementary Condition with respect to the payment of liquidated

damages, if applicable, neither party shall be liable to the other party for any consequential damages, including, but not limited to, claims for loss of profit or reputation.

4.3 Notwithstanding anything to the contrary contained in the Contract, the Contractor’s

liability to the TTC will not exceed $5,000,000 for the Work as set forth herein provided, however, this Limitation on Indemnity will not apply to:


i) any obligation of Contractor to indemnify the TTC based on claims of third parties on account of personal injury or property damage;

ii) to the amount of liquidated damages available to the TTC hereunder; iii) any liability related to the Contractor’s gross negligence or willful

misconduct; and iv) any injury to TTC’s Representatives, consultants, agents, employees or

TTC’s property to the extent caused by the gross negligence or willful misconduct of the Contractor or its agents.

SC5 AUTHORITY OF THE TTC’S REPRESENTATIVE 5.1 The TTC’s Representative shall represent the TTC upon issuance of the Notification of

Award until completion of the Contract and shall have authority to act on behalf of the TTC to the extent provided in the Contract Documents. The TTC's instructions to the Contractor shall be forwarded through the TTC’s Representative.

5.2 The TTC’s Representative shall decide questions which arise relating to the performance of

the Work, the rate of progress, the quality and acceptability of Work provided, the interpretation of the Contract Documents and the mutual rights as between the Contractor, the TTC and Other Contractors.

5.3 The TTC’s Representative will prepare and issue, if appropriate, Contract Amendments in

accordance with GC16 - CHANGES TO THE WORK. 5.4 The TTC’s Representative has the authority to reject Work which, in the TTC’s

Representative's opinion, does not conform to the requirements of the Contract. Neither the TTC’s Representative's authority to act nor decisions made to exercise or not to exercise such authority in accordance with the Contract shall give rise to any duty or responsibility of the TTC’s Representative to the Contractor or its Subcontractors.

SC6 ADDITIONAL DEFINITIONS 6.1 “Products” shall mean materials, machinery, equipment and fixtures forming the Work, but

excludes machinery and equipment used for preparation, fabrication, conveying and erection of the Work, which is normally referred to as construction machinery and equipment.

6.2 “Site” shall mean the land or actual place designated by the TTC where the Work is to be

carried out.

SC7 SAFETY 7.1 RESPONSIBILITIES WHILE WORKING ON TTC PROPERTY

.1 The Contractor’s representative shall ensure that:

Section 00 73 00 Toronto Transit Commission SUPPLEMENTARY CONDITIONS P31CA14166 Page 4

.1 All measures and procedures prescribed by the following Acts and

Regulations are carried out when Contractor Staff (and Subcontractor staff) are working on TTC property:

.1 The Occupational Health and Safety Act; .2 The Regulations for Construction Projects; .3 WHMIS Regulations; .4 The Environmental Protection Act and regulations; .5 All other legislation, regulations and standards as applicable.

7.2 TRAINING, AWARENESS AND ORIENTATION

.1 Training means attendance in a formal training class and passing a test; this term applies to Subway/SRT RuleBook, Surface RuleBook and Work Protection Code training.

.2 Awareness means attendance in an informal session to review a checklist of

hazards and operating constraints when working in an electrical substation under the control of the TTC; this term applies to Electrical Substation Awareness.

.3 Orientation means information sessions that have been developed by TTC to inform

the Contractor of the hazards and operating constraints in the area of Work.

SC8 CONTRACTOR’S EQUIPMENT 8.1 The TTC shall not be responsible for any loss, damage, destruction or theft of any of the

Contractor’s equipment used for this requirement.

SC9 INVOICING & CORRESPONDENCE

Once in each calendar month, the Company shall forward a detailed invoice for the value of the Work performed during the preceding TTC Accounting Period. The invoices shall be in Canadian dollars and shall detail the following in a form acceptable to the TTC:

.1 General: • The purchase order number; • Applicable Taxes (HST) shall be shown separately on the invoice; • The Contractor’s HST registration number; • The work period covered by the invoice;

.2 Unit Price and Expense Basis: for expense charges include the following:

• Quantities • Unit Prices • Totals


• Extended Cost

.3 Invoices in duplicate shall be submitted to: Toronto Transit Commission Finance Department Accounts Payable Section 1900 Yonge Street Toronto, Ontario M4S 1Z2 Attention: Supervisor Accounts Payable

.4 All other communication, correspondence and submissions shall be directed to: Toronto Transit Commission Materials & Procurement Purchasing & Sales 1900 Yonge Street / 1138 Bathurst Street Toronto, Ontario M4S 1Z2 / M5R 3H2 Attention: Contract Administrator (To be named in the TTC’s P.O.)

END OF SECTION

1

TERMS OF REFERENCE

FOR

RENTAL OF TROMBONE AND LOW BOY TRAILERS FOR UP TO A 5 YEAR TERM

BID NO. P31CA14166

2

INDEX:

1 INTRODUCTION The Work shall consist of the rental and general maintenance of various trailers on an as required basis to facilitate the assembling and delivery of special trackwork for the Toronto Transit Commission (TTC) streetcar way. 2 SCOPE OF WORK The trailer types to be readily available for rentals are in accordance with the following:

• Trombone trailer, closed 53 feet and open up to 85 feet length (estimated requirement per year is 8 trailers for 8 month term and 2 trailers for 3 month term, estimated total of 70 calendar months of rental per year)

• Regular deck trailers, 53 feet length (estimated requirement per year is 2 trailers for 8 month term and 2 trailers for 3 month term, estimated total of 22 calendar months per year)

• Step Deck lowboy trailers, 43 feet deck space length (estimated requirement per year is 1 trailer for 8 month term and 2 trailers for 3 month term, estimated total of 14 calendar months of rental per year)

• Trombone trailer to open to 120 feet length (estimated requirement per year is 1 trailer for 2 month term, estimated total of 2 calendar months of rental per year)

• Step deck lowboy trombone trailer, 65 feet of deck space length (estimated requirement per year is 1 trailer for 2 month term, estimated total of 2 calendar months of rental per year)

• Steerable dolly and trailer, 150 feet open length (estimated requirement per year is 1 trailer for 2 month term, estimated total of 2 calendar months of rental per year)

• Trailers must be 8 feet wide and have maximum weight of 35,000 lbs., must be well lubricated so the trailers can be easily extended (as applicable).

• All trailers must have a bulkhead (to protect the driver, in case of load shift), preferably removable bulkheads.

• All trailers must have one hub metre. • Trailers must meet MTO (Ontario Ministry of Transportation) and OHSA (Occupational Health &

Safety Act) standards. Deck must meet MTO structural standards. • All tires must be in good condition including: treads, free of steel belts showing, even rubber

wear, free of cracks in tire rims. • All trailers must be free of holes on deck boards, and be able to support loads loaded onto

trailers, free of board rot. • Deck boards must be even, flat, secure, free from screws/nails sticking out (due to tripping

hazard). • All trailers must be in good working condition, free from rust, free from cracks in frames, and

cross members. • All trailers require tie down straps that are in good working order, straps must not be frayed/cut,

or well worn.

NO. TITLE PAGE NO.

1 INTRODUCTION ..................................................................... 2 2 SCOPE OF WORK .................................................................. 2 3 TERM OF CONTRACT ............................................................. 3 4 TTC SERVICES ...................................................................... 3 5 WIND DOWN CLAUSE………………………………………………….3

3

• All tie down ratchets must have round holes, and must not be worn to oval holes (causing possible slippage).

• Trailers shall not have missing lug nuts. • Trailers must be properly maintained, free of grease excess covering slack adjusters.

Additional Requirements:

• All trailers require inspection by TTC personnel (upon delivery), to ensure all safety requirements meet the standards/specifications noted above.

• In the event that TTC staff notifies the Company that the trailer does not meet the standards/specifications noted above, said trailer must be removed from TTC property immediately. Further, the TTC will not be responsible for any costs associated with the Company’s non- performance of the Work.

• Drivers removing the trailers off the TTC sites must obtain an approved receiving signature (names to be provided upon award) prior to leaving delivery location.

• Requested delivery and/or pick up of trailers must be within three days (72 hours) upon request by the TTC in writing (by email/fax).

• Rental of trailers will be in required based on calendar month rentals for the majority of the Work; however, TTC may require trailer rentals based on calendar weeks and weekends (from Friday noon until Monday noon, approximately 72 hours)

The Company shall provide insurance to include Comprehensive and Collision or Upset coverage (including collision, fire and theft) for the said rented trailers, with a deductible as set out in the Contract pricing. Coverage shall be provided on a calendar monthly or calendar weekly basis as required. Furthermore, all damage claims shall be fully covered by the Company and repairs shall be carried out by the Company. Insurance rate(s) shall include coverage for drivers 18 years of age and over.

3 TERM OF CONTRACT The term of the Contract shall be for up to a five (5) year term, with the option to extend for up to two (2) additional years at the sole discretion of the TTC under the terms and conditions of the current contract, subject to acceptable price negotiations and satisfactory performance. The Contract will commence approximately January 2015. 4 TTC SERVICES The TTC shall provide the following available information and services to the Company as required:

• Access to the property. • Direction and review during the course of the Contract.

5 WIND DOWN CLAUSE

1. At the conclusion of the Contract if the new contract is awarded to a different Company, the current Company shall allow the TTC a 90 business days grace period before all trailers are removed, to allow commencement and transition to the new Contract. When the Contract has concluded the Company will remove equipment from TTC property within 72 hours upon notification by the TTC Representative.