ONTARIO NORTHLAND TRANSPORTATION COMMISSION...

ONTARIO NORTHLAND

TRANSPORTATION COMMISSION

Request for Proposals No. RFP 2018 070

For

Accounts Receivable Software and Invoicing Solution

REPLY BY DATE: 2 p.m. Friday, April 6, 2018

Primary Contact:

Julie Piche Contract Administrator Ontario Northland Transportation Commission 555 Oak Street East North Bay, Ontario P1B 8L3 Email: [email protected]

Table of Contents PART 1 REQUEST FOR PROPOSALS .................................................................................... 1

SECTION 1 - INTRODUCTION .................................................................................................. 2

1.1 General ................................................................................................................................ 2

1.2 Ontario Northland Transportation Commission ..................................................................... 2

SECTION 2 - THE RFP DOCUMENTS ...................................................................................... 3

2.1 Request for Proposals Documents ................................................................................. 3

2.2 Priority of Documents ..................................................................................................... 3

2.3 Distribution of Documents – Electronic Distribution......................................................... 4

2.4 Information Provided by ONTC ....................................................................................... 4

SECTION 3 – THE RFP PROCESS ........................................................................................... 4

3.1 RFP Process .................................................................................................................. 4

3.2 Questions and Communications Related to the RFP Documents ................................... 4

3.3 Addenda/Changes to the RFP Documents ..................................................................... 6

3.4 Respondents’ Meeting .................................................................................................... 6

3.5 Prohibited Contacts ........................................................................................................ 6

3.6 Media Releases, Public Disclosures, Public Announcements and Copyright .................. 7

3.7 Confidentiality and Disclosure Issues – Respondent Information .................................... 8

3.8 ONTC Confidentiality Issues ........................................................................................... 8

3.9 Governing Law and Attornment .....................................................................................10

3.10 Licences and Permits ....................................................................................................10

3.11 Respondents’ Costs ......................................................................................................10

3.12 Delay and Costs of Delay ..............................................................................................11

3.13 Clarification and Verification of Respondent’s Proposal .................................................11

SECTION 4 - PROPOSAL CONTENT AND FORMAT ..............................................................12

4.1 Format and Content of Proposal .........................................................................................12

4.2 Proposal Submission Form ............................................................................................13

4.3 References and Past Performance Issues .....................................................................13

4.4 Conflict of Interest .........................................................................................................14

SECTION 5 - PROPOSAL SUBMISSION, WITHDRAWAL, MODIFICATION............................14

5.1 Submission of Proposals and Late Proposals ................................................................14

5.2 Late Proposals ..............................................................................................................15

5.3 Withdrawal of Proposals ................................................................................................16

5.4 Amendment of Proposals ..............................................................................................16

5.5 Proposal Irrevocability ...................................................................................................16

5.6 One Proposal per Person or Entity ................................................................................16

SECTION 6 - PROPOSAL EVALUATION .................................................................................16

6.1 Evaluation Team ...........................................................................................................16

6.2 Evaluation of Proposals .................................................................................................17

6.3 Short-Listing ..................................................................................................................17

6.4 Interviews, Site Visits, Demonstrations and Presentations .............................................18

SECTION 7 - GENERAL EVALUATION AND DISQUALIFICATION PROVISIONS ..................18

7.1 ONTC’s Discretion .........................................................................................................18

7.2 Disqualification ..............................................................................................................18

7.3 General Rights of ONTC ...............................................................................................20

SECTION 8 – DRAFT AGREEMENT NEGOTIATION, FINALIZATION AND DEBRIEFING AND SUCCESSFUL RESPONDENT ................................................................................................21

8.1 Negotiation and Finalization of the Agreement ..............................................................21

8.2 Notification If Successful or Not .....................................................................................22

8.3 Debriefing ......................................................................................................................22

SECTION 9 - LEGAL MATTERS AND RIGHTS OF ONTC .......................................................23

9.1 Limit on Liability .............................................................................................................23

9.2 Power of Legislative Assembly ......................................................................................23

9.3 RFP Not a “Bidding Contract” or a Tender .....................................................................23

SECTION 10 – DEFINITIONS ...................................................................................................23

10.1 General .........................................................................................................................23

PART 2 REQUEST FOR PROPOSALS SUMMARY OF REQUIREMENTS .............................. 1

SCHEDULE 2-A RFP DATA SHEET .......................................................................................... 2

SCHEDULE 2-B PARTICIPATION REGISTRATION FORM ...................................................... 4

PART 3 REQUEST FOR PROPOSALS SPECIFICATIONS ...................................................... 1

SCHEDULE 3-A SCOPE OF WORK .......................................................................................... 2

SCHEDULE 3-B DETAILED REQUIREMENTS ......................................................................... 3

PART 4 REQUEST FOR PROPOSALS FORM OF PROPOSAL ............................................. 1

PROPOSAL FORM 1 PROPOSAL SUBMISSION FORM .......................................................... 2

PROPOSAL FORM 2 RESPONDENT’S GENERAL INFORMATION ......................................... 3

PROPOSAL FORM 3 ACKNOWLEDGMENT TO COMPLY WITH SCHEDULE 3-A SCOPE OF WORK .................................................................................................................................. 5

PROPOSAL FORM 4 REFERENCES ........................................................................................ 6

PROPOSAL FORM 5 COMPLIANCE WITH AGREEMENT ....................................................... 7

PART 5 REQUEST FOR PROPOSALS DRAFT AGREEMENT ................................................ 1

PART 1

REQUEST FOR PROPOSALS

RFP 2018 070 Accounts Receivable Software and Invoicing Solution Part 1 – Request for Proposals Page 2

SECTION 1 - INTRODUCTION

1.1 General

(1) Ontario Northland Transportation Commission (“ONTC”) is issuing this Request for Proposals (“RFP”) to retain a vendor/service provider to provide the goods or services or goods and services described in the RFP Specifications (the “Goods and/or Services”).

(2) In this RFP, individuals or firms that submit documents in response to this RFP are referred to as “Respondents”. The entity or entities that ONTC selects to negotiate an agreement with in respect of the Goods and/or Services are referred to as “Short-listed Respondent(s)”. The Respondent that ONTC enters into the final agreement with is referred to as the “Successful Respondent”. For ease of reference, prospective respondents, whether or not they submit a response to this RFP, are also referred to as “Respondents”.

(3) The process to select the Short-listed Respondent for the purposes of the Goods and/or Services will commence with the issuance of these RFP Documents and will terminate when ONTC and the Successful Respondent enter into the final agreement (the “RFP Process”).

1.2 Ontario Northland Transportation Commission Ontario Northland Transportation Commission, a 115-year-old transportation agency of the Province of Ontario, provides efficient, valued and vital transportation solutions, including Rail Passenger and Rail Freight services, Motor Coach services, the Cochrane Station Inn, and Remanufacturing and Repair services for passenger cars, freight cars and locomotives.

ONTC employs over 715 individuals, who live and work in Northern Ontario and Northwestern Quebec. ONTC provides rail freight services to the regions’ mining, forestry and agriculture businesses. The company’s rail line interchanges with CN and CP allowing freight customers to easily ship to destinations throughout North America. ONTC also provides reliable and comfortable motor coach transportation from Hearst to Toronto, Ottawa, Sudbury and many points in between. The Polar Bear Express passenger train is the only all-season land link to the James Bay Coast connecting Moosonee to Cochrane, Ontario. Each year over 350,000 passengers choose ONTC to safely reach their destinations. The company also provides shipping services via Bus Parcel Express, an affordable station-to-station delivery service with multiple daily departures.


SECTION 2 - THE RFP DOCUMENTS 2.1 Request for Proposals Documents

(1) The Request for Proposals documents (the “RFP Documents”) are:

Part 1 – Request for Proposals

Part 2 – Requests for Proposals Summary of Requirements (a) Schedule 2-A – RFP Data Sheet (b) Schedule 2-B – Participation Registration Form

Part 3 – RFP Specifications (a) Schedule 3-A – Scope of Work

Part 4 – Form of Proposal (a) Proposal Form 1 – Proposal Submission Form (b) Proposal Form 2 – Respondent’s General Information (c) Proposal Form 3 – Acknowledgment to Comply with Schedule 3-A Scope of Work (d) Proposal Form 4 – References (e) Proposal Form 5 – Compliance with Agreement

Part 5 – Draft Form of Agreement

(2) The RFP Documents shall be read as a whole. The Schedules and Addenda, if any, constitute an integral part of this RFP and are incorporated by reference.

(3) Verify the RFP Documents for completeness upon receipt. Inform the Contact Person immediately: (a) Should any documents be missing or incomplete.

(b) Upon finding any discrepancies or omissions.

(4) Complete sets of the RFP Documents are available at our company website at www.ontarionorthland.ca. Costs of replacing damaged RFP Documents will be at the responsibility of the Respondent.

(5) The RFP Documents are made available only for the purpose of submitting responses to this RFP. Availability and/or use of the RFP Documents do not confer a license or grant for any other purpose.

2.2 Priority of Documents

(1) Except as provided in RFP Section 2.2(2), if there are any inconsistencies between the terms, conditions and provisions of the RFP Documents, the RFP shall prevail over the Schedules to the RFP during the RFP Process.

http://www.ontarionorthland.ca/



(2) If there is a conflict between the RFP and the RFP Data Sheet, the information in the RFP

Data Sheet shall prevail over the RFP.

2.3 Distribution of Documents – Electronic Distribution

(1) ONTC may, in its discretion, use an online electronic distribution system to distribute all RFP Documents.

(1) If ONTC uses an electronic distribution system of any kind, each Respondent is solely responsible for making appropriate arrangements to receive and access the RFP Documents through that electronic distribution system. Whether or not the RFP Process will be carried out using the electronic distribution system is set out in the RFP Data Sheet.

2.4 Information Provided by ONTC

(1) Each Respondent is solely responsible for conducting its own independent research, due diligence, and any other work or investigations and seeking any other independent advice necessary for the preparation of Proposals, negotiation or finalization of the final agreement and the subsequent delivery of all the Goods and/or Services to be provided by the Successful Respondent. Nothing in the RFP Documents is intended to relieve the Respondents from forming their own opinions and conclusions with respect to the matters addressed in this RFP.

(2) No guarantee, representation or warranty, express or implied, is made and no responsibility of any kind is accepted by ONTC or its representatives for the completeness or accuracy of any information presented in the RFP Documents, if any, during the RFP Process or during the term of the final agreement. ONTC and its representatives shall not be liable to any person or entity as a result of the use of any information contained in the RFP Documents or otherwise provided by ONTC or its representatives during the RFP Process or during the term of the final agreement.

SECTION 3 – THE RFP PROCESS

3.1 RFP Process

(1) The deadline for the submission of Proposals (the “Submission Deadline”) is set out in the RFP Data Sheet.

(2) If ONTC extends the Submission Deadline, all requirements applicable to Respondents

will thereafter be subject to the extended deadline.

3.2 Questions and Communications Related to the RFP Documents

(1) Respondents shall submit all questions and other communications regarding the RFP Documents and the RFP Process electronically to the Contact Person set out in 3.2(7) below no later than seventy-two (72) hours before the Submission Deadline.


(2) ONTC will endeavor to provide the Respondents with written responses to questions that

are submitted in accordance with this RFP Section 3.2, by no later than forty-eight (48) hours before the Submission Deadline. ONTC has no obligation to circulate the responses to all Respondents or potential respondents to this RFP.

(3) The responses to questions are not part of the RFP Documents and do not amend the RFP Documents.

(4) ONTC may, in its sole discretion:

(a) Answer similar questions from various Respondents only once.

(b) Edit the language of the questions for the purpose of clarity.

(c) Respond to questions submitted after the deadline for submission of questions if ONTC believes that such responses would be of assistance to the Respondents generally.

(d) Exclude submitted questions if they are ambiguous or incomprehensible.

(5) If Respondents find discrepancies, omissions, errors, departures from by-laws, codes or good practice, and points considered to be ambiguous or conflicting, they shall bring them to the attention of the Contact Person in writing, and not less than seventy-two (72) hours before the Submission Deadline, so that ONTC may, if ONTC deems it necessary, issue instructions, clarifications or amendments by addendum to all Respondents prior to the Submission Deadline. ONTC will endeavor to issue such addenda at least forty-eight (48) hours prior to the Submission Deadline. It is each Respondent’s responsibility to seek clarification from ONTC of any matter it considers to be unclear in the RFP Documents or the description of the Goods and/or Services and the Respondent may seek clarification in accordance with this RFP Section 3.2. Neither ONTC nor the Government of Ontario shall be responsible for any misunderstanding by a Respondent of the RFP Documents, the RFP Process or the Goods and/or Services.

(6) If ONTC gives oral answers to questions at any meeting (Section 3.4), these answers will not be considered final unless they are provided in response to written questions submitted by Respondents in accordance with this Section 3.2.

(7) The Contact Person designated by ONTC for this RFP is Julie Piche,

Contract Administrator, 555 Oak Street East, North Bay, Ontario P1B 8L3

(705) 472-4500 ext. 398, [email protected]. The above Contact Person is the sole contact for this RFP. A response may be disqualified where contact is made with any person other than the Contact Person.

(8) ONTC will not be responsible for statements, instructions, clarifications, notices or amendments communicated orally. Statements, instructions, clarifications, notices or amendments which affect the RFP Documents may only be made by addendum.


3.3 Addenda/Changes to the RFP Documents

(1) ONTC may, in its sole discretion, amend or supplement the RFP Documents prior to the Submission Deadline. ONTC shall issue changes to the RFP Documents by Addenda only. No other statement or response(s) to questions whether oral or written, made by ONTC or any ONTC advisors, employees or representatives, including, for clarity, the Contact Person, or any other person, shall amend the RFP Documents. ONTC may issue Addenda at any time. Addenda will be distributed in the same manner as the RFP and shall become part of the RFP Documents.

(2) Each Respondent is solely responsible for ensuring that it has received all Addenda issued

by ONTC. Respondents may, in writing, seek confirmation of the number of Addenda issued under this RFP from the Contact Person and indicate the number of Addendums received in the Proposal Submission Form.

3.4 Respondents’ Meeting

(1) To assist Respondents in understanding the RFP and the RFP Process, ONTC may conduct an information meeting (the “Respondents’ Meeting”) for all Respondents. Whether or not ONTC will conduct a Respondents’ Meeting is set out in the RFP Data Sheet. If ONTC is conducting a Respondents’ Meeting, the meeting will be held on the date and at the time and location set out in the RFP Data Sheet.

(2) Attendance by Respondents at a Respondents’ Meeting may not be mandatory but, if one is held, Respondents are strongly encouraged to attend.

(3) If ONTC gives oral answers to questions at the Respondents’ Meeting, these answers will

not be considered final unless they are provided in response to written questions submitted by Respondents in accordance with RFP Section 3.2.

(4) If pre-registration for the Respondents’ meeting is necessary, the deadline for registration

will be set out in the RFP Data Sheet and details regarding the registration process will be set out in the RFP Data Sheet.

3.5 Prohibited Contacts

(1) Respondents and their 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 RFP Process.

(2) Without limiting the generality of Section 3.5(1) above, neither Respondents nor any of

their respective advisors, employees or representatives shall contact or attempt to contact, either directly or indirectly, at any time during the RFP Process, any of the following persons or organizations on matters related to the RFP Process, the RFP Documents, or their Proposals:


(a) Any member of the Evaluation Team, except the primary and secondary Contact Persons named in Section 3.2(7).

(b) Any advisor to ONTC or the Evaluation Team, except the primary and secondary Contact Persons named in RFP Section 3.2(7).

(c) Any employee or representative of:

(i) ONTC, except the primary or secondary Contact Persons named in RFP Section 3.2(7).

(ii) Ontario Ministry of Northern Development and Mines. (iii) The Premier of Ontario’s office or the Ontario Cabinet office. (iv) Any other person or entity listed in the RFP Data Sheet.

(d) Any Member of the Provincial Parliament (including the Premier) or his or her staff

or representatives.

(e) Any directors, officers, employees, agents, representatives or consultants of any entity listed in RFP Sections 3.5(2)(a) to 3.5(2)(d).

(3) If a Respondent or any of their respective shareholders, owners, officers, agents,

consultants, partners, contractors, subcontractors, advisors, employees, representatives, or other third parties acting on behalf or with the knowledge of the Respondent; in the opinion of ONTC, contravenes RFP Section 3.5(1) or 3.5(2), ONTC may, in its sole discretion: (a) Take any action in accordance with RFP Section 7.2.

(b) Impose conditions on the Respondent’s continued participation in the RFP Process

that ONTC considers, in its sole discretion, to be appropriate. For clarity, ONTC is not obliged to take the actions set out in this RFP Section 3.5(3).

3.6 Media Releases, Public Disclosures, Public Announcements and Copyright

(1) A Respondent shall not, and shall ensure that its shareholders, owners, officers, agents, consultants, partners, contractors, subcontractors, advisors, employees, representatives, or other third parties acting on behalf or with the knowledge of the Respondent 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 RFP Process, the RFP Documents or the Goods and/or Services or any matters related thereto, without the prior written consent of ONTC.

(2) Neither the Respondents or any of their respective shareholders, owners, officers, agents, consultants, partners, contractors, subcontractors, advisors, employees, representatives, or other third parties acting on behalf or with the knowledge of the Respondent shall make any public comment, respond to questions in a public forum, or carry out any activities to either criticize another Respondent or Proposal or to publicly promote or advertise their


own qualifications, interest in or participation in the RFP Process without ONTC’s prior written consent, which consent may be withheld, conditioned or delayed in ONTC’s sole discretion. Respondents, and their respective advisors, employees and representatives are permitted to state publicly that they are participating in the RFP Process, but shall not publicly identify other Respondents without the prior written consent of ONTC.

(3) Respondents shall not use the name of ONTC or any of ONTC’s logos, designs, colours or registered trademarks and names used, owned or registered by ONTC, except with the prior written consent of ONTC.

3.7 Confidentiality and Disclosure Issues – Respondent Information

(1) Respondents are advised that ONTC may be required to disclose the RFP Documents, any other documentation related to the RFP Process and a part or parts of any Proposal pursuant to the Freedom of Information and Protection of Privacy Act (Ontario) (“FIPPA”). Respondents are also advised that FIPPA does provide protection for confidential and proprietary business information. Respondents are strongly advised to consult their own legal advisors as to the appropriate way in which confidential or proprietary business information should be marked as such in their Proposals. Subject to the provisions of FIPPA, ONTC will use reasonable commercial efforts to safeguard the confidentiality of any information identified by the Respondent as confidential but shall not be liable in any way whatsoever to any Respondent if such information is disclosed based on an order or decision of the Information and Privacy Commissioner or otherwise as required under the Governing Law.

(2) The Respondent agrees that ONTC may disclose Proposals, and all information submitted in or related to the Respondents’ Proposals, to the Government of Ontario.

(3) ONTC may provide the Proposals to any person involved in the review and/or evaluation

of the Proposals on behalf of ONTC and ONTC may:

(a) Make copies of the Proposal.

(b) Retain the Proposal.

(4) ONTC may disclose any information with respect to the Respondents, the Proposals and the RFP Process as required by the Governing Law.

(5) The Respondent shall not require ONTC or any of its representatives to sign a confidentiality agreement in respect of any step taken or information provided as part of this RFP Process.

3.8 ONTC Confidentiality Issues

(1) In this RFP, “RFP Information” shall mean all material, data, information or any item in any form, whether oral or written, including in electronic or hard-copy format, supplied by, obtained from or otherwise procured in any way, whether before or after the RFP Process,


from ONTC or any Ministry of the Government of Ontario, in connection with the RFP Documents, or the Goods and/or Services, except it does not include any item which: (a) Is or becomes generally available to the public other than as a result of a disclosure

resulting from a breach of this RFP Section 3.8.

(b) Becomes available to the Respondent on a non-confidential basis from a source other than ONTC, so long as that source is not bound by a confidentiality agreement with respect to the information or otherwise prohibited from transmitting the information to the Respondent by a contractual, legal or fiduciary obligation.

(c) The Respondent is able to demonstrate was known to it on a non-confidential basis before it was disclosed to the Respondent by ONTC.

(2) RFP Information: (a) Shall remain the sole property of ONTC or the Government of Ontario, as

applicable, and the Respondent shall maintain the confidentiality of such information except as required by law.

(b) Shall not be used by the Respondent for any other purpose other than submitting a Proposal or performing obligations under any subsequent agreement with ONTC relating to the Goods and/or Services.

(c) Shall not be disclosed by the Respondent to any person who is not involved in the

Respondent’s preparation of its Proposal or in the performance of any subsequent agreement relating to ONTC, or the Government of Ontario, as applicable, without prior written authorization from ONTC.

(d) Shall not be used in any way detrimental to ONTC or the Government of Ontario. (e) If requested by ONTC, shall be returned to the Contact Person no later than 10

calendar days after such request is received in writing by the Respondent.

(3) Each Respondent shall be responsible for any breach of the provisions of this RFP Section 3.8 by any person to whom it discloses the RFP Information.

(4) Each Respondent or Short-listed Respondent acknowledges and agrees that a breach of the provisions of this RFP Section 3.8 would cause ONTC, the Government of Ontario and/or their related entities to suffer loss which could not be adequately compensated by damages, and that ONTC, the Government of Ontario and/or any related entity may, in addition to any other remedy or relief, enforce any of the provisions of this RFP Section 3.8 upon application to a court of competent jurisdiction without proof of actual damage to ONTC, any Ministry of the Government of Ontario, the Government of Ontario or any related entity.


(5) Notwithstanding RFP Section 9.3, the provisions of this RFP Section 3.8 shall be binding and shall survive any cancellation of this RFP and the conclusion of the RFP Process.

(6) ONTC may, in its sole discretion, require that Respondents execute legally binding

confidentiality agreements, in a form and substance satisfactory to ONTC.

3.9 Governing Law and Attornment (1) This RFP process and the final agreement entered into pursuant to this RFP process shall

be governed and construed in accordance with the laws of Ontario and the applicable laws of Canada.

(2) Each Respondent agrees that the courts of the Province of Ontario shall have exclusive

jurisdiction to entertain any action or proceeding based on, relating to or arising from this RFP process.

3.10 Licenses and Permits

(1) If a Respondent is required by the Governing Law to hold or obtain a licence, permit, consent or authorization to carry on an activity contemplated in its Proposal, neither acceptance of the Proposal nor execution of the Final Agreement shall be considered to be approval by ONTC of carrying on such activity without the requisite licence, permit, consent or authorization.

3.11 Respondents’ Costs

(1) The Respondent shall bear all costs and expenses incurred by the Respondent relating to any aspect of its participation in this RFP Process, including, without limitation, all costs and expenses related to the Respondent’s involvement in: (a) The preparation, presentation and submission of its Proposal. (b) Due diligence and information gathering processes. (c) Attendance at any Respondents’ Meeting(s). (d) Preparation of responses to questions or requests for clarification from ONTC. (e) Preparation of the Respondent’s own questions during the clarification process. (f) Preparation of prototypes, proof of concept and/or demonstrations. (g) Any discussions or negotiations with ONTC regarding the final agreement.

(2) In no event shall ONTC or the Government of Ontario be liable to pay any costs or expenses or to reimburse or compensate a Respondent under any circumstances, regardless of the conduct or outcome of the RFP Process.


3.12 Delay and Costs of Delay

(1) The Respondent shall not hold ONTC or the Government of Ontario liable for any error or omission in any part of the RFP Documents or RFP Information or for any delay, or costs associated with delays, in the RFP Process.

3.13 Clarification and Verification of Respondent’s Proposal

(1) ONTC may:

(a) Require the Respondent to clarify the contents of its Proposal.

(b) Require the Respondent to submit supplementary documentation clarifying any matters contained in its Proposal.

(c) Seek a Respondent’s acknowledgement of an ONTC interpretation of the

Respondent’s Proposal.

(2) ONTC is not obliged to seek clarification or verification of any aspect of a Proposal or any statement by a Respondent, including an ambiguity in a Proposal or in a statement made by a Respondent.

(3) Any written information received by ONTC from a Respondent pursuant to a request for clarification or verification from ONTC as part of the RFP Process may, in ONTC’s discretion, be considered as an integral part of the Proposal.

(4) ONTC may, in its sole discretion, verify or clarify any statement or claim contained in any Proposal or made subsequently in any interview, presentation, or discussion. That verification or clarification may be made by whatever means that ONTC deems appropriate and may include contacting the persons identified in the contact information provided by the Respondent and, in addition, contacting persons or entities other than those identified by any Respondent.

(5) In submitting a Proposal, the Respondent is deemed to consent to ONTC verifying or clarifying any information and requesting additional information from third parties regarding the Respondent (if any) and their respective directors, officers, shareholders or owners and any other person associated with the Respondent as ONTC may determine.

(6) ONTC may, in its sole discretion, convene a meeting with one, some or all Respondents

for the purposes of clarifying or verifying the contents of a Respondent’s Proposal. Any information received by ONTC from a Respondent during a clarification/verification meeting may, in ONTC’s sole discretion, be considered as an integral part of the Proposal, even if such information should have been submitted as part of the Respondent’s Proposal. Information received during a clarification/verification meeting may, in ONTC’s sole discretion, be taken into account in the evaluation of the Respondent’s Proposal.


SECTION 4 - PROPOSAL CONTENT AND FORMAT

4.1 Format and Content of Proposal

(1) Respondents should prepare their Proposals in accordance with and in the content and format requirements set out as follows: (a) Where required by the RFP Documents, a completed Proposal Submission Form

(prepared in accordance with the requirements set out in the RFP).

(b) Where required by the RFP Documents, a technical submission (prepared in accordance with the requirements set out in Part 3 – RFP Specifications).

(c) Where required by the RFP Documents, a financial submission (prepared in accordance with the requirements set out in Part 3 – RFP Specifications).

(2) Unless otherwise specified in the RFP Data Sheet: (a) Respondents are asked not to submit pre-printed literature with their Proposals.

(b) Any pre-printed literature submitted will not be reviewed by the Evaluation Team.

(3) Each Respondent will:

(a) Examine all instructions, terms and conditions, forms and information in the RFP

Documents and the responses to their questions.

(b) In a clear, concise and legible manner, complete and submit all documentation and information required by Part 2, Part 3, and Part 4 to the RFP.

(4) The Harmonized Sales Tax (HST) shall NOT be included in the price. Any taxes or

increases to taxes announced prior to the date of the issuance of the RFP Documents and scheduled to come into effect subsequent to it shall be taken into consideration at time of invoicing.

(5) Proposals that are not originals, are unsigned, improperly signed, un-initialed, incomplete, conditional or illegible, may be declared non-compliant.

(6) Price: (a) The price shall be provided in numbers only. Price will be an all-inclusive single

value price not including any taxes.

(b) Where the RFP requires the Respondent to provide a breakdown of the price, the price shall govern in the case of conflict or ambiguity between the price and the sum of the breakdown of the price.


(7) Listing of Subconsultants

Where required by the RFP Documents, a Respondent shall complete and submit Proposal Form 2 – Respondent’s General Information, naming the Subconsultants and Suppliers which the Respondent will employ to perform an item of the work called for by the RFP Documents. Failure of the Respondent to list Subconsulants and Suppliers, where required, may result in the Proposal being declared non-compliant.

4.2 Proposal Submission Form

(1) Each Respondent will complete and submit the forms included in Part 4 – Form of Proposal.

(2) In particular, each Respondent will complete and execute the Proposal Submission Form, if any, attached as a Proposal Form to the RFP.

(3) Respondents shall execute the Proposal Submission Form as follows: (a) In the case of a sole proprietorship, the sole proprietor will sign the Proposal

Submission Form and have the signature witnessed.

(b) In the case of a limited company, an authorized signing officer will sign the Proposal Submission Form.

(c) In the case of a partnership, a partner or partners authorized to bind the partnership will sign the Proposal Submission Form and have their signatures witnessed.

4.3 References and Past Performance Issues

(1) If specified in the RFP Data Sheet, Respondents should provide reference information. Unless otherwise set out in the RFP Data Sheet, all references should be with respect to goods and/or services provided, as applicable, sometime during the five years immediately prior to the Submission Deadline. Unless otherwise set out in the RFP Data Sheet, the Respondent is asked to provide a minimum of three references.

(2) ONTC may, in its sole discretion, confirm the Respondent’s experience and ability to provide the Goods and/or Services by contacting the Respondent’s references. However, ONTC is under no obligation to contact references submitted by any Respondent and may determine, in its sole discretion, whether the responses of references will be taken into account in the evaluation process and the manner in which they will be evaluated.

(3) If ONTC has reliable information with respect to a Respondent’s poor performance in providing goods and/or services, as applicable, ONTC may take such past poor performance into account in its evaluation of the Respondent and the Respondent’s Proposal.


(4) If possible, the references provided should be reflective of customers/clients for which similar assignments have been completed. We also request the date in which the assignment took place and the results/actions of the client involved.

4.4 Conflict of Interest

(1) Each Respondent shall promptly disclose any potential, perceived or actual Conflict of Interest of the Respondent to the Contact Person in writing. If ONTC discovers a Respondent’s failure to disclose a Conflict of Interest, ONTC may disqualify the Respondent or terminate the Contract with that Respondent entered into pursuant to this RFP process. For the purposes of this Section 4.4, the term “Conflict of Interest” includes, but is not limited to, any situation or circumstance where the Respondent’s conduct or other commitment(s), relationship(s) or financial interest(s) could or could be seen to, directly or indirectly, compromise, impair or be incompatible with the integrity of the RFP process.

(2) ONTC may, in its sole discretion, and in addition to any other remedy available at law or in equity: (a) Waive any Conflict of Interest. (b) Impose conditions on a Respondent that require the management, mitigation

and/or minimization of the Conflict of Interest. (c) Disqualify the bid submitted by the Respondent if, in the opinion of ONTC, the

Conflict of Interest cannot be managed, mitigated or minimized.

SECTION 5 - PROPOSAL SUBMISSION, WITHDRAWAL, MODIFICATION

5.1 Submission of Proposals and Late Proposals

(1) Each Respondent shall submit one original and the number of copies of its Proposal (in hard copy) specified in the RFP Data Sheet and the number of electronic copies of its Proposal (on a properly labelled CD or USB key in PDF format) set out in the RFP Data Sheet, at the correct location for submission and on or before the Submission Deadline. If there is any difference whatsoever between the electronic copy of the Proposal and the original hard copy, the original hard copy of the Proposal, as submitted, will govern. The electronic copy of the Proposal is solely for the convenience of ONTC.

(2) Respondents shall submit their Proposals by sending them by prepaid courier or hand delivered to ONTC to the following designated individual:


Jason Baker Manager, Procurement Ontario Northland Transportation Commission 555 Oak Street East North Bay, Ontario P1B 8L3

(3) Proposals must be received before the time noted in the RFP Data Sheet. The term “local time” shall mean the time as measured by the identified clock at the recipient’s location.

(4) Proposals will be date and time stamped at the place receiving the Proposals. Late Proposals will be returned unopened.

(5) Proposals which are submitted by facsimile transmission or by electronic means including e-mails will NOT be considered.

(6) Respondents are solely responsible for the method and timing of delivery of their Proposals.

(7) Respondents shall seal their Proposal documents as follows: (a) The Respondent shall place the Proposal Submission in a sealed envelope or

package with the Respondent’s full legal name and return address, the RFP Number, the Submission Deadline and the label “Proposal Submission” clearly displayed on the outside of the envelope.

(8) Where required by the RFP Data Sheet, Respondents shall also provide an electronic copy of the Proposal Submission at the same time (and in the same envelope or package) as the hard copies. The electronic copy is solely for the convenience of ONTC. If there is any difference whatsoever between the electronic copy and the hard copy, the hard copy, as submitted, shall govern.

(9) Respondents shall label the outside of their sealed Proposals with the following information: (a) RFP Number (as set out in the RFP Data Sheet).

(b) The name and address of ONTC and the name of the person to whom the Proposal

is to be delivered.

(c) The Respondent’s full legal name.

(d) The name of the Goods and/or Services (as set out in the RFP Data Sheet) to which the Proposal applies.

5.2 Late Proposals

(1) ONTC will reject Proposals that are submitted after the Submission Deadline.


5.3 Withdrawal of Proposals

(1) A Respondent may withdraw its Proposal at any time before the Submission Deadline by notifying the Contact Person in writing. ONTC shall return, unopened, a Proposal that has been so withdrawn.

5.4 Amendment of Proposals

(1) Respondents may amend their Proposals after submission but only if the Proposal is amended and resubmitted before the Submission Deadline in accordance with the following: (a) The Respondent will withdraw its original Proposal by notifying the Contact Person

in writing.

(b) The Respondent shall submit a revised replacement Proposal in accordance with the RFP Documents and no later than the Submission Deadline.

(2) In the event that more than one envelope is received from the same Respondent, only the

last envelope received before the Submission Deadline will be considered.

5.5 Proposal Irrevocability

(1) Subject to the Respondent’s right to withdraw or amend the Proposal before the Submission Deadline, the Respondent’s Proposal is irrevocable and shall remain in effect and open for acceptance for ninety (90) days after the Submission Deadline.

5.6 One Proposal per Person or Entity

(1) Except as set out in the RFP Data Sheet and with ONTC’s prior written consent: (a) A person or entity shall submit or participate in only one Proposal either

individually or as a Respondent team member.

(b) No person or entity shall be a subcontractor of a Respondent while submitting a Proposal individually or as a Respondent team member in the same RFP Process.

(2) If a person or entity submits or participates in more than one Proposal in contravention of

RFP Section 5.6(1), ONTC may, in its sole discretion, disqualify any or all of the Proposals submitted by that person or entity or in which that person or entity is a participant.

SECTION 6 - PROPOSAL EVALUATION

6.1 Evaluation Team

(1) ONTC will establish an evaluation team for the purpose of evaluating Proposals (the “Evaluation Team”).


(2) The Evaluation Team may, in its sole discretion, delegate certain administrative functions

related to the evaluation of Proposals to a separate team of individuals who are not members of the Evaluation Team, supervised by the Evaluation Team. Without limiting the generality of the foregoing, but for greater particularity, the Evaluation Team may seek the advice and assistance of third party consultants and Government personnel in Ontario.

6.2 Evaluation of Proposals

(1) The Respondents’ Proposals will be reviewed and evaluated by the Evaluation Team on the basis of the evaluation criteria set out in the RFP Data Sheet (the “Evaluation Criteria”).

(2) After selection of the Short-listed Respondent(s), ONTC may, in its sole discretion, negotiate changes, amendments or modifications to the Short-listed Respondent’s Proposal or the final agreement.

(3) In ranking the Proposals, ONTC may consider relevant criteria, including: (a) Any information contained in or required by the Schedules to the RFP or otherwise

required by the RFP Documents.

(b) If, in its sole discretion, ONTC is of the opinion that: (i) A Respondent has submitted a price that is too low to be sustainable. (ii) A Respondent is not reliable or has previously provided poor performance

to ONTC or a subsidiary of the ONTC. (iii) ONTC cannot, to ONTC’s satisfaction prior to the close of the process,

verify independently or through a third party or parties any and/or all information, statements, representations and/or warranties contained in the Proposal.

(iv) A Respondent or any subcontractor of the Respondent is not financially sound.

(v) The overall cost to ONTC would be significantly increased with that Respondent.

In the event that ONTC is of the opinion that any of (i), (ii), (iii), (iv) or (v) above apply then ONTC may, in ONTC’s sole discretion, decline to select that Respondent to be a Short-listed Respondent.

(4) The Evaluation Team may be required to submit its recommendation to the appropriate approving authorities. The approving authorities are not obligated to accept the recommendation(s) of the Evaluation Team. The approving authorities can reject the recommendation or ask for further information before rendering a decision.

6.3 Short-Listing

(1) The Evaluation Team will establish a short-list of one or more Respondents (the “Short-listed Respondents”). ONTC will short-list the Respondents based on the highest scores.


(2) The number of Respondents short-listed is in the sole discretion of ONTC.

6.4 Interviews, Site Visits, Demonstrations and Presentations

(1) ONTC may, in its sole discretion, conduct interviews, demonstrations, site visits or presentations if set out in the RFP Data Sheet.

(2) The evaluation of any interviews, demonstrations, site visits or presentations will be conducted in accordance with the process set out in the RFP Data Sheet.

(3) ONTC may conduct interviews, demonstrations, site visits or presentations with some or all Respondents, or may restrict participation to only the Short-Listed Respondent(s).

SECTION 7 - GENERAL EVALUATION AND DISQUALIFICATION PROVISIONS

7.1 ONTC’s Discretion

(1) ONTC may determine, in its sole discretion: (a) The membership of the Evaluation Team.

(b) Whether a Proposal is in compliance with the RFP Documents.

(c) Whether a failure to comply constitutes a material deviation or reservation.

(d) The evaluation results and ranking for each Respondent.

(e) Which Respondent, if any, and how many Respondents, based on the evaluation

process, will be Short-listed Respondents.

(f) Whether a Proposal or a Respondent: (i) Is disqualified.

(ii) Will cease to be considered in the evaluation process.

7.2 Disqualification

(1) ONTC may, in its sole discretion, disqualify a Proposal or cancel its decision to identify a Respondent as a Short-listed Respondent or a Successful Respondent, at any time prior to the execution of the Final Agreement by ONTC, if: (a) The Respondent or any of its respective shareholders, owners, officers, agents,

consultants, partners, contractors, subcontractors, advisors, employees, representatives, or other third parties acting on behalf or with the knowledge of the Respondent, fails to cooperate in any attempt by ONTC to clarify or verify any information provided by the Respondent in its Proposal.


(b) The Respondent contravenes RFP Sections 3.5, RFP Section 3.6 or RFP Section

5.6(2).

(c) The Respondent fails to comply with the Governing Law.

(d) The Proposal contains false or misleading information or the Respondent or any of its respective shareholders, owners, officers, agents, consultants, partners, contractors, subcontractors, advisors, employees, representatives, or other third parties acting on behalf or with the knowledge of the Respondent, provides false or misleading information in any part of this RFP process.

(e) The Proposal, in the sole discretion of ONTC, reveals a Conflict of Interest that cannot be managed, mitigated or minimized.

(f) There is evidence that the Respondent or any of its respective shareholders, owners, officers, agents, consultants, partners, contractors, subcontractors, advisors, employees, representatives, or other third parties acting on behalf or with the knowledge of the Respondent colluded with one or more other Respondents or any of its respective shareholders, owners, officers, agents, consultants, partners, contractors, subcontractors, advisors, employees, representatives, or other third parties acting on behalf or with the knowledge of the Respondent in the preparation or submission of Proposals.

(g) The Respondent has breached any agreement with ONTC.

(h) The Respondent has been convicted of an offence in connection with any services rendered to ONTC, or any Ministry, Agency, Board or Commission of the Government of Ontario or the Government of Canada.

(i) The Respondent has breached an agreement for goods or services or goods and services similar to the ones requested under this RFP with an entity other than ONTC.

(j) The Respondent or any of its respective shareholders, owners, officers, agents, consultants, partners, contractors, subcontractors, advisors, employees, representatives, or other third parties acting on behalf or with the knowledge of the Respondent was convicted of a criminal offence within the three years immediately prior to the Submission Deadline.

(k) A Respondent is, at the time of issuance of this RFP or any time during the RFP Process, engaged in ongoing litigation against ONTC.

(l) A Respondent engages in any activity which, at the sole discretion of ONTC, is contrary to the public interest or is harmful to the integrity or reputation of ONTC.

(m) The Proposal is determined to be non-compliant.


(n) A post-submission Respondent change has occurred of which the Respondent has

failed to notify ONTC or which has not been approved by the ONTC a “post-submission Respondent change” means:

(i) An actual or proposed change in control (including a change in ownership

of any shares or units of ownership) of the Respondent or any identified Respondent party.

(ii) A change in circumstances that may materially adversely affect a Respondent in a way which could impair the Respondent’s ability to perform its respective obligations under or in connection with an agreement with the ONTC.

(o) Where there is a sale, transfer, conveyance, barter or exchange (collectively a “Sale”) or a pending or anticipated sale of (i) the goods, wares, merchandise or chattels in which the Respondent trades or that the Respondent produces or that are the output of the Respondent’s business; or (ii) the fixtures, goods and chattels with which the Respondent carries on its trade or business; in bulk out of the usual course of business or trade of the Respondent.

(p) A material change has occurred with respect to the Proposal.

(2) ONTC reserves the right to award the final agreement to a Respondent(s) which, in ONTC’s discretion, has submitted a substantially compliant bid(s). For the purpose of the RFP, “substantially compliant” means that the Proposal conforms to the requirements of the RFP Documents without material deviations or reservation.

(3) Each Respondent acknowledges and agrees that ONTC may waive failures to comply that, in ONTC’s sole discretion, do not constitute a material deviation or reservation.

7.3 General Rights of ONTC

(1) ONTC may, in its sole discretion and at any time during the RFP process: (a) Reject any or all of the Proposals.

(b) Accept any Proposal. (c) Reject any Proposals or any portions of Proposals for any reason whatever,

including any non-approval or unavailability of budgeted funding. Such decisions of ONTC are final and binding.

(d) If only one Proposal is received, either elect to accept or reject it or to enter into negotiations with the applicable Respondent.

(e) Select not to proceed with the RFP.


(f) Alter the Timetable. (g) Change the RFP Process or any other aspect of the RFP Documents.

(h) Cancel this RFP Process and subsequently conduct another competitive process for the same Goods and/or Services that are the subject matter of this RFP or subsequently enter into negotiations with any person or persons with respect to the Goods and/or Services that are the subject matter of this RFP.

(1) If ONTC, in its sole discretion, is of the opinion that all of Proposals submitted are non-compliant, ONTC may: (a) Take any action in accordance with Section 7.3.

(b) Carry out a process whereby all Respondents are directed to correct the

deficiencies in their bids for re-submission, without a change in their price. (c) Negotiate a final agreement for the whole or any part of the work with a

Respondent which has submitted a non-compliant Proposal.

SECTION 8 – DRAFT AGREEMENT NEGOTIATION, FINALIZATION AND DEBRIEFING AND SUCCESSFUL RESPONDENT

8.1 Negotiation and Finalization of the Agreement

(1) ONTC may, in its sole discretion, enter into negotiations with one or more Short-listed Respondent(s) for the purpose of finalizing a final agreement. ONTC will notify the Short-listed Respondent(s) that it has been selected to enter into negotiations with ONTC.

(2) After notification pursuant to Section 8.1(1), ONTC will make arrangements to commence negotiations. Both ONTC and the Short-listed Respondent may withdraw from negotiations at any time. The Short-listed Respondent will be required to enter into an agreement substantially in the form of agreement attached in Part 5 – Draft Agreement. Non-conflicting terms and conditions from the Short-listed Respondent may be included in the agreement, upon mutual agreement between the parties. Refer to Proposal Form 5 – Compliance with Agreement, where the Short-listed Respondent may submit suggested changes to the agreement terms and conditions. ONTC will, in ONTC’s sole discretion; (i) consider only a minimal number of changes to the sample agreement, and (ii) disqualify any Respondent where the objections or the number of objections of the Respondent to the sample agreement would be, in ONTC’s sole discretion, too onerous to successfully negotiate within the timeframe set out in Section 8.1(5) below.

(3) Subject to RFP Section 9.3, ONTC will determine whether to enter into final agreements with one or more Short-listed Respondents based on the best overall value, capabilities and availability of the Short-listed Respondents. ONTC may, in its sole discretion, retain more than one Respondent to provide the Goods and/or Services.


(4) ONTC reserves the right in its sole discretion to sub-divide and/or bundle the Goods and/or

Services which are the subject of this RFP and award one or any number of separate contracts for the Goods and/or Services.

(5) If a Short-listed Respondent fails or refuses to enter into and execute a final agreement within ten (10) business of being notified of selection as a Short-listed Respondent (ONTC may extend such period of time in ONTC’s sole discretion), or a Successful Respondent fails or refuses to provide the documentation in accordance with Section 8.1(6), ONTC may, in its sole discretion, take any one of the following actions: (a) Terminate all discussions and cancel its identification of that Respondent as a

Short-listed Respondent or Successful Respondent as the case may be.

(b) Select another Respondent or Short-Listed Respondent to enter into a contract.

(c) Take any other action in accordance with Section 7.3.

(d) Pursue any other remedy available to the ONTC at law.

(6) Prior to supplying any Goods and/or Services pursuant to a final agreement, the Successful Respondent shall deliver to ONTC:

(a) Where required by the final agreement, a current clearance certificate issued by the Workplace Safety and Insurance Board.

(b) Where required by the final agreement, a CAD-7 rating issued by the Workplace

Safety and Insurance Board. (c) Where required by the final agreement, a Certificate of Insurance, as per the

requirements identified in the draft agreement in Part 5 of this RFP.

8.2 Notification If Successful or Not

(1) The Successful Respondent and unsuccessful Respondents will be notified by ONTC in writing as to their success or failure in the RFP Process.

8.3 Debriefing

(1) Respondents may request a debriefing after receipt of a notification pursuant to RFP Section 9.3. All Respondent requests should be in writing to the Contact Person no later than 30 days after receipt of the notification. ONTC will determine the format, timing and contents of the debriefing session.


SECTION 9 - LEGAL MATTERS AND RIGHTS OF ONTC

9.1 Limit on Liability

(1) The Respondent and all other entities participating in this RFP Process agree that if ONTC, the Government of Ontario or any Ministry of the Government of Ontario is found to be liable, in any way whatsoever, for any act or omission of any of them in respect of this RFP Process, the total liability of ONTC, the Government of Ontario and any Ministry of the Government of Ontario to any Respondent, or any other entity participating in this RFP Process, and the aggregate amount of damages recoverable against ONTC, the Government of Ontario and any Ministry of the Government of Ontario for any matter relating to or arising from any act or omission by any one or more of them, whether based upon an action or claim in contract, warranty, equity, negligence, intended conduct or otherwise, including any action or claim arising from the acts or omissions, negligent or otherwise, of ONTC, the Government of Ontario or any Ministry of the Government of Ontario, shall be no greater than the Respondent’s cost of preparing its Proposal or the amount set out in the RFP Data Sheet, whichever is less.

9.2 Power of Legislative Assembly

(1) Respondents are advised that no provision of the RFP Documents (including a provision stating the intention of ONTC) is intended to operate, nor shall any such provision have the effect of operating, in any way, so as to interfere with or otherwise fetter the discretion of the Legislative Assembly of Ontario in the exercise of its legislative powers.

9.3 RFP Not a “Bidding Contract” or a Tender

(1) Notwithstanding any other provision of this RFP, this RFP is not a tender and is not an offer to enter into either a bidding contract (often referred to as “Contract A”) or a contract to provide the Goods and/or Services (often referred to as “Contract B”). Except as provided in RFP Section 3.8 and 9.1, neither this RFP nor the submission of a Proposal by a Respondent shall create any legal or contractual rights or obligations whatsoever on any of the Respondent, ONTC, the Government of Ontario or any Ministry of the Government of Ontario. Except as provided in RFP Sections 3.8 and 9.1, no legal relationship or obligation of any kind whatsoever shall be created between the Respondent, ONTC, the Government of Ontario or any Ministry of the Government of Ontario until the successful, negotiation and execution of a written final agreement.

SECTION 10 – DEFINITIONS

10.1 General

(1) In this RFP, the singular shall include the plural and the plural shall include the singular, except where the context otherwise requires.

(2) All references in this RFP to “discretion” or “sole discretion” means in the sole and absolute discretion of the party exercising the discretion.


(3) For clarity, where the expression “Government of Ontario” is used in this RFP, it includes

all Ministries of the Government of Ontario.

PART 2


SUMMARY OF REQUIREMENTS

RFP 2018 070 Accounts Receivable Software and Invoicing Solution Part 2 – Summary of Requirements Page 2

PART 2 – REQUEST FOR PROPOSALS SUMMARY OF REQUIREMENTS

SCHEDULE 2-A RFP DATA SHEET


RFP No. 2018 070

Contact Details

Contact Person Julie Piche Contract Administrator

Department Procurement

Contact Information

Ontario Northland Transportation Commission 555 Oak Street East North Bay, ON P1B 8L3 Email: [email protected] Tel: (705) 472-4500

Proposal Detail

Subject Matter Accounts Receivable Software and Invoicing Solution

Submission Requirements

1. Proposal Form 1 – Proposal Submission Form 2. Proposal Form 2 – Respondent’s General Information 3. Proposal Form 3 – Acknowledgment to Comply with Schedule 3-A Scope

of Work 4. Proposal Form 4 – References 5. Proposal Form 5 – Compliance with Agreement 6. Schedule 3-B

Distribution Method The RFP Documents will be posted on the ONTC website and MERX. Any addendums to the RFP will be posted in these locations.

Respondents’ Meeting There will not be Respondent’s Meeting.

Validity of Proposals 90 days following closing date

Contents of Submission NOTE: Respondent shall provide one (1) original and two (2) hard copies of the submission along with one electronic copy (USB or CD) per Section 5 of the Request for Proposals.

mailto:[email protected]



SCHEDULE 2-A continued RFP DATA SHEET


RFP No. 2018 070

Important Dates

Publication Date March 2, 2018

Participation Registration Form Complete and submit to the Contact Person as soon as possible

Deadline for Additional Information Request

72 hours prior to closing date and time

Closing Date and Time Friday, April 6, 2018 at 2:00 p.m. local time

Target Implementation Date April 2018

Procedure of Selection

General Procedure ONTC will proceed with an initial evaluation of the Proposals in order to determine which Respondent(s) will be short-listed. The initial evaluation will be based on, without being restricted to the following criteria:

Evaluation Criteria

Description Weight

Price 10%

Suitability of product based on requirements 30%

Suitability of product based on technical specifications 25%

Experience / qualifications 10%

Compliance with RFP 5%

Short-listed Respondents Procedure

Short-listed Respondents will proceed to the next level of the evaluation process which will include the following criteria:

Short-listed Respondents Evaluation Criteria

Description Weight

Demonstration / presentation 20%



SCHEDULE 2-B PARTICIPATION REGISTRATION FORM

Required in order to register and receive any communications in relation to the requirement referenced below. Date: Reference Number: RFP 2018 070 Description of Requirement: Accounts Receivable Software and Invoicing Solution

I, the undersigned, am registering to participate in the above referenced requirement and will be the primary contact for any communications in relation to this process and project until further advised. Company Name: Address: Name of person registering to represent company referenced above (please print):

Email Address: Phone Number: (Main Office Number) Cell Number: Signature of Primary Contact:

Return form to the Contact Person as referenced below via email as an attachment: Thank you. Julie Piche Contract Administrator Ontario Northland Phone: 1-800-363-7512 or 705-472-4500 Ext. 398 Fax: 1-705-475-5003 Email: [email protected] Website: www.ontarionorthland.ca

mailto:[email protected]


PART 3


SPECIFICATIONS

RFP 2018 070 Accounts Receivable Software and Invoicing Solution Part 3 – RFP Specifications Page 2

PART 3 – RFP SPECIFICATIONS SCHEDULE 3-A

SCOPE OF WORK

Ontario Northland Transportation Commission (ONTC) is seeking to procure a modernized Accounts Receivable Software and Transportation Invoicing Solution to support the organization’s current and future business functions, minimize costs and improve company operational efficiencies. The objectives are to optimize cash flow, reduce DSO (Days Sales Outstanding), automate workload activities and improve Credit and Collection practices. ONTC’s Billing and Accounts Receivable system is not designed for complexity of activity and has not been able to keep pace with the agency’s expanding business and financial needs. The organization requires a flexible software at a modest cost that integrates billing, payment processing and accounts receivable best practices. The ideal solution will include billing automation functionalities, workflows, document management and reporting required by ONTC Management and staff. On a monthly basis, up to 1000 invoices are created in Infinium on IBM i System which ONTC uses for its core financial business application. The organization is seeking innovative ways to streamline the entire invoice and payment process, maximize collections efforts to improve Accounts Receivable efficiencies from beginning to end. The software solution must have the ability to electronically capture documents related to billing transactions, generate invoices and have key features in Accounts Receivable Management. ONTC expects to implement a solution with minimal customization including the following minimum requirements. Detailed requirements are listed in Schedule 3-B. Respondents must provide comments in Schedule 3-B and indicate the software’s capabilities to perform the functions to be implemented as part of this scope of work. Proposals for both On-premise hosted and SaaS solutions will be considered. • Billing automation and electronic invoicing • Payments application • Create A/R transactions • Capture and track documents electronically • Credit and Collection Management • Produce standard and ad hoc reports • Robust search capabilities • Synchronize to ONTC’s financial system (General Ledger) Software Demo Required Note: This procurement requires a demonstration of the Respondent's response to specific requirements before final selection in which case prior notice will be given.


PART 3 – RFP SPECIFICATIONS SCHEDULE 3-B

DETAILED REQUIREMENTS

Requirements Ontario Northland Transportation

Commission (ONTC) Comments

Respondent's Comments

1. Billing Functionalities

Ability to enter information from worksheets or import data to produce invoices to customers, agents and carriers for one-time or recurring charges. Ability to preview and edit invoice prior to printing.

Provide detailed and summarized information of billable items on invoice.

Ability to create recurring future dated charges without repetitive data entry.

Generate recurring billing charges based upon contract terms without user intervention. Provide alerts to users when recurring billing due to expire would be ideal.

Ability to create other financial transactions in the software other than invoices and payments.

For example, adjustment, credit/debits, balance transfers.

Solution must include multiple sales tax functionality, allow for tax exemption, and ability to invoice customers using multiple currencies.

1.1 Invoice Generation

Ability to generate, preview, edit, cancel or re-issue invoices for one or more billable items. Ability to invoice daily, weekly, monthly, quarterly or annually intervals. User defined fields such as type of invoice, service description, total charges, customer billing address and information required.

Allow invoice template customization to include company logo and contact details. PDF copy invoice sent to customers to be permanently stored in the software or central repository accessible by multiple users. The proposed system must be able to produce sequentially numbered invoices and allow users option to print generated invoices on demand. Inclusion of a detachable remittance advice slip from the invoice which the customers can mail to process their payment preferred.

Ability to include (carry forward) the previous balance owing, payments and interest charges on outstanding invoice.

Ability to calculate and charge late fees to invoices that are past due.

Ability to edit or suspend the interest charge with appropriate levels of security.

A user defined product catalog used to define ONTC's products, services and rates. Must be able to tie user defined products and services to a General Ledger account.

1.2 Invoices and Statements

Ability to generate customer invoices and statements at user defined date intervals.

Statements would include a collection of invoices, payments and adjustments for a customer's account that is generated by user as required.

Ability to send invoices electronically or by mail.


2. Payment Application & Reconciliation Functionalities

Ability to receive and post various payments types and transaction details to one or multiple invoices or accounts in real time. (Batch posting would be optimal). Ability to accommodate automatic reconciliation to the bank.

Solution requires the ability to view payment history and incoming payments for end-users and be visible in real time. Distribute and move payments easily, decreasing time spent allocating payments. Ability to apply partial payments against individual line items. Easily process refunds, check-returns and overpayments. Allow users visibility into payment transaction details including check reference numbers, payment dates, payment tender type, post-date, unapplied amounts, and other information.

Ability to calculate and apply early payment discounts.

Ability to deduct a certain amount owed on an invoice if the payment is made within a specified time. The system must recognize the timing of the payment posting and propose discounts based on user defined configuration.

Allow for multiple payment terms. Example: 30 days, 45 days

Allow customers to make online payments. Ability to email customers a hyperlink to a secure payment portal.

3. Account Information The software supports user defined fields for customer account information that can be used to perform a robust customer search. (Example: name, address, city, province, contact #, credit rating, category, account representative, PO number, etc.)

The proposed system must allow users to easily retrieve customer information. Ability to identify accounts by both a unique ID and/or by customer name or other user defined fields. Account status (active, inactive, hold), account creation date and ability to define and group customers by different categories required.

The software provides centralized information and a notes or comments section with history.

Centralize all credit and collection information with access to current account aging, invoices and payment history. Ability to add notes or comment based on different categories or collection activity. Time stamp history of account communications and changes to customer record fields maintained as an audit trail is required.

Ability to maintain multiple addresses and contact information for an account.

Email communication can be created within the software and/or configured with Microsoft Exchange (Outlook).

Email correspondence from customers that did not originate from the software can be manually filed or linked to activities in the software.

3.1. Alerts Allow for user defined alerts - Ability to create user defined alerts to users when conditions occur in the database.

Example: large invoice disputes, excessive account aging, credit review coming due for customers, or other user-defined notifications.

4. Credit Management Flexible credit terms- Ability to set and manage account credit limits, status and alerts.

A visual cue to users for customers that are low or high credit risk would be preferred.

5. Debt Collection Management Setting the priority and sorting of delinquent accounts based on user defined fields. Allow a summarized view of credit and collections activities for customers, including dates, phone calls, emails communication, disputes, resolution and notes.

Ability to mark Invoices as "in dispute", including amount, date, user defined reason codes, resolution action, date and comments. Unlimited collection activity history, promise-to-pay history, history of changes made by collectors, and financial transaction history.


5.1 Account Aging On screen view of account aging based on invoice due date available by customer account or category.

For example: 30, 60, 90, 120 days aging period.

Ability to exclude an amount for valid invoice disputes from customer account aging preventing the application from generating new activities for users.

5.2 Payment Arrangements

Ability to create, view and prioritize list of activities by customer including promises to pay with follow up due dates and scheduled tasks.

Allow collectors to easily establish payment arrangements with the debtor and schedule follow-up reviews. Ideally, collector would be able to add comments and would be automatically re-scheduled by user as the accounts are worked.

Payment arrangements can be recorded with a summary of one or multiple expected payment amounts by date and marked as a promise to pay.

Ability to easily establish one or multiple payment arrangements with customers and schedule follow-up reviews.

The software marks broken promises and generates action to notify user for follow up when customers do not pay on time.

Broken promise to pay history is provided by customer account.

5.3 Letters and Templates

The software includes standard and customizable letters or templates.

Example of letters include dunning letters, payment reminders/notices and customer statements.

6. Customer Portal & Alerts

A customer portal allowing access to status of account, view and pay invoices, send payment details or dispute an invoice.

A customer Self-Service interface.

7. Document Management

Scan and convert paper documents such as waybills, carrier invoices into electronic images as well as capture pre-existing electronic documents. Supporting documents and files can be stored or linked in the software and accessible only by authorized users.

Centralized, secure, digital repository to store all documents related to billing would be ideal.

8. Automation & Workflow Solution contains management tools, workflows and activities that can be setup based on user-defined fields/conditions.

Solution allows for customization workflows or user-defined activities based on system activities (account review, collection activity, etc.).


7. Dashboard & Reports Standard and customize reporting with search capabilities that can be displayed, sorted and exported/saved in excel and sent via email to users including but not limited to: Accounts Aging (incl. multiple currencies) Collection Activity Reports Sales Tax Summary Invoice Details Detail revenue by client Summary of open, overdue and paid accounts Credit limits Average Days to Pay (ADP) Ad-hoc reports (Users can define specific fields for export)

Allow a minimum of seven years of financial and activity history for analysis and reporting. Automated alerts and reports via email for customer accounts. Flexibility to run reports including notes by category or customer, by invoice date or due date, in summary or detail, with a specified “As Of” date.

A customizable dashboard based on user defined conditions.

Tracking the productivity and effectiveness of users, cash flow with alerts.

8. Access and Ease of Use

The software provides for administrative users 24/7 access to data, management of system settings and user security.

The software supports both full and view only access to information by user defined by administrator.

User friendly system, ability to easily move from one area to another.

Solution keeps data between separate modules in sync without need for manual triggers/ user intervention.

User login and activities are date and time stamped with passwords that can be manual set or reset by system administrators.

Customer accounts can be assigned to specific users in the software or allow users to work collaboratively on customer accounts.

9. Implementation, Training and Support Services

The proposed system must have the capability to feed data files into General Ledger (GL) module of the ONTC's accounting system (Infinium) and/or other business applications.

Customized or configured data exports to existing business systems by administrative users or automatically created by the system based on a schedule.

System integration and data conversion plan. Bidding vendors are encouraged to submit samples of system and data integrating planning service deliverables.

Implementation project follows a standard project management methodology.

All necessary software training and documentation will be provided to ONTC personnel.

User Documentation will document key functions and procedures of the system and provided to ONTC.

The software should include online documentation, help files on how to perform specific tasks and activities.

System & Operations Documentation The operations documentation will include the

system overview and operating procedures. The system documentation will include a detailed description of each module of the system, error recovery procedures, modified or customized programs and installation and implementation guidelines.


10. Technical Specifications and Security Compliance

On-Premise or SaaS based solution will be considered. Depending on ONTC's compatibility with the solution requirements including a data back-up and redundancy solution.

For SaaS based solution, Canadian hosted servers preferred.

Client Operating System supported. Windows, 7, 8, 9 and/or a web interface that

works with popular current web browsers. This includes iOS, Android and Black Berry (preferred but not required) mobile devices and associated browsers.

Minimum Hardware Requirements and Database servers support.

Respondent to describe the minimum and recommended hardware requirements for both client and Server.

Provide a guaranteed uptime service level agreement (SLA).

The software has a defined and documented data security plan outlining data security, system access, and data breach procedures.

Compliant with all industry standard regulations including but not limited to customer credit card and ACH payment transactions. (PCI DSS -Payment Card Industry Data Security Standard)

Ability to support invoice file upload in a non-proprietary format.

Vendor is ISO certified.

11. Cost Structure

Provide cost structure for SaaS and/or On-Premise solutions using the attached Quotation Submission form with cost of software, not including HST and including renewals.

PART 4


FORM OF PROPOSAL

Note: Respondent is required to complete Part 4 in its entirety in order to be considered as having submitted a complete Proposal. Part 4 will be provided in Word format to Respondents who return Schedule 2-B – Participation Registration Form.

PART 4 – FORM OF PROPOSAL PROPOSAL FORM 1

PROPOSAL SUBMISSION FORM

Respondents to provide cost structure for SaaS and/or On-Premise solutions using the form below with cost of software, not including HST and including renewals. Term and renewal options will be reviewed. The number of named or concurrent licences for users is undetermined at this time. Respondents should provide costs per license for active and inquiry users.


RESPONDENT’S GENERAL INFORMATION

The Respondent must complete this document and submit it as part of his Proposal. Name Please indicate the complete legal name of the firm

Tax Registration # (HST)

Tax Registration # (GST)

Tax Registration # (QST)

Address

Telephone Number

Fax Number

Web Address Please indicate any other name(s) under which the firm operates (if applicable)

Owner Partnership Corporation

Relationship (if applicable)

Parent Company

Subsidiaries

Affiliates

Main Contact Person (for the purposes of this Proposal)

Name

Title

Telephone # Fax #

E-mail address

PART 4 – FORM OF PROPOSAL PROPOSAL FORM 2 cont’d GENERAL INFORMATION

Subcontractors The Respondent must indicate where they will use subcontractors for specific services.

Description of Services Subcontractor’s Name % Contract Value Telephone Number

How many years of experience does your company have in the provision of goods or services proposed herein?


ACKNOWLEDGMENT TO COMPLY WITH SCHEDULE 3-A SCOPE OF WORK

Bidder acknowledges that they can comply with Schedule 3-A – RFP Specifications – Scope of Work.

(check one) YES______; NO______

If Bidder indicates No above, provide details below:


REFERENCES

The Respondent must supply here the reference information of three (3) customers for which they have provided similar undertakings and services that may be contacted. ONTC is NOT to be listed as a Reference.

Reference #1

Company name

Location

Description of services provided

Start and end dates

Value of the contract

Contact person name and title

Phone Fax E-mail

Reference #2

Company name

Location


Start and end dates



Phone Fax E-mail

Reference #3

Company name

Location


Start and end dates



Phone Fax E-mail


COMPLIANCE WITH AGREEMENT

The preferred Respondent shall be required to enter into an Agreement substantially in the form of the Draft Agreement included in Part 5 of this RFP. Respondents shall identify below any suggested changes to the Agreement terms and conditions.

Exception Contract, Schedule, Article, or Sub-Clause

Company’s Wording Respondent’s Proposed Wording

Reason for Exception

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

PART 5


DRAFT AGREEMENT

THIS SERVICES AGREEMENT MADE EFFECTIVE , 2018 (the “Effective Date”)

BETWEEN: ONTARIO NORTHLAND TRANSPORTATION COMMISSION

(“ONTC”)

And X

(the “Supplier”)

THE PARTIES AGREE AS FOLLOWS:

INTERPRETATION

1. Definitions. In this Agreement,

“Agreement” means this agreement and all attached schedules;

“Confidential Information” includes information, whether oral, written, visual, electronic, or in

any other form, relating in any way to this Agreement, which is identified as confidential or that

would reasonably be considered as being confidential;

“Insider” of a party includes every partner, associate, officer, director, employee, consultant,

subconsultant, contractor and agent of the party and those for whom it is in law responsible;

“Intellectual Property” means any improvement, invention or discovery, whether or not patented

or patentable, any technical data, know-how or trade secret, any design, any Computer Software

or any work subject to copyright, whether or not such design or copyright is registered or

registrable and all Intellectual Property Rights contained, embedded or disclosed in the Services;

“Intellectual Property Rights” means domestic and foreign intellectual property rights including:

(i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions

and continuations-in-part of patents or patent applications, (ii)copyrights, copyright registrations

and applications for copyright registration, (iii) mask works, mask work registrations and

applications for mask work registrations, (iv) designs, design registrations, design registration

applications and integrated circuit topographies, (v) trade names, business names, corporate

names, domain names, website names and world wide web addresses, common law trade-marks,

trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill

associated with any of the foregoing, (vi) trade secrets, proprietary information, know-how,

technology, business ideas, drawings, and specifications relating to the business and (vii)the right

to commence legal proceedings with respect to the past or present infringement of the foregoing,

including the right to recover all damages and profits, as provided for herein;

“Loss” or “Losses” means loss, liability, damage, cost, legal cost and disbursement whatsoever

arising out of or related to the Services or this Agreement, whether in contract, tort or otherwise;

“Notice” includes notification or communication required or permitted to be given by one party

to the other party under this Agreement;

Accounts Receivable Management Software Saas DRAFT 2018-02-23

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“ONTC Background IP” means any Intellectual Property of ONTC, or any Intellectual Property

licensed by a third party to ONTC, that is conceived, created, or developed prior to, or

independent of any Services performed under this Agreement;

“Third Party Property” means tangible property or Intellectual Property owned by a third party;

“Vendor Background IP” means any Intellectual Property of the Supplier, or any Third Party

Property licensed by a third party to the Supplier, that is conceived, created, or developed either

prior to or in the course of providing the Services, but Vendor Background IP specifically excludes

ONTC Background IP;

“Work Product” includes the deliverables and all information in any form prepared by or for the

Supplier as part of the Services;

2. Construing this Agreement. This Agreement is to be construed and interpreted with all changes in

number and gender as may be required by the context. The obligations of the parties contained in this Agreement have, where applicable, the status of representations, warranties and covenants by the respective obligated party. Time is of the essence of this Agreement, including if any extension of time is permitted.

3. Precedence. Subject to any contrary intention elsewhere in this Agreement, in case of any inconsistency or conflict among the Schedules and the body of this Agreement, the documents shall prevail in the following order, but only to the extent necessary to resolve the conflict or inconsistency:

(a) The body of this Agreement;

(b) Schedule A (Services);

(c) Schedule B (Price); and,

(d) Any other documents incorporated by reference in any of the foregoing.

PARTICULARS OF THIS AGREEMENT 4. Retainer. ONTC hereby retains the Supplier to provide the Services, and the Supplier shall provide

those Services to ONTC under the general direction and control of ONTC and subject to the provisions of this Agreement

5. Services. The Services which are the subject of this Agreement are software as a service (“Saas”) for a contract management system more particularly described in Schedule A (the “Services”). The parties may amend the Services by agreement in writing. The Services shall be provided as required by ONTC. ONTC is not guaranteeing any minimum level of use of the Services.

6. Fees. The fees which are the subject of this Agreement are described in Schedule B. The parties may amend the fees by agreement in writing.

7. Disbursements. ONTC will pay disbursements incurred by the Supplier which are approved in writing in advance by ONTC. The Supplier acknowledges that any travel expenses will only be


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approved in accordance with section 8 of the Management Board of Cabinet Travel, Meal & Hospitality Directive.

8. Maximum. The maximum amount payable by ONTC to the Supplier under this Agreement, excluding Harmonized Sales Tax, is: $XXX CAN.

9. Term. This Agreement shall commence on the Effective Date and shall continue until XXX unless terminated early in accordance with this Agreement (the “Term”).

PROVISION OF THE SERVICES

10. Personnel. The Supplier shall provide the Services using the personnel proposed in their Schedule B. The Supplier shall not change the personnel providing the Services without ONTC’s prior written approval. The Supplier shall coordinate the activities of their personnel and be solely responsible for payment of all costs associated with the personnel. The Supplier shall be responsible for every act or omission of the personnel providing Services to ONTC.

11. Workplan: The Supplier shall provide the Services in accordance with the workplan included in Schedule B. Unless otherwise specified in this Agreement, the Supplier and ONTC shall agree upon a date for commencement of the Services.

12. Timeline: The Supplier shall provide the Services within the time specified in the workplan and for all costs of meeting such timing, unless otherwise agreed by ONTC. If costs higher than set out in this Agreement become necessary to ensure delivery of the Services by the deadlines in the workplan, then the Supplier (and not ONTC) shall be fully responsible for such higher costs. If the Supplier fails to meet the timeline set out in the workplan, ONTC may, at the sole cost of the Supplier, retain other persons to complete the Services, and deduct the cost of such retention from any money payable by ONTC to the Supplier.

13. Standard of Care. The Supplier shall carry out the Services in conformity with the standard of care, skill and diligence normally provided by a well-qualified and experienced professional person in the performance of similar services for a similar project at the time and place the Services are being provided. The Supplier shall give ONTC the full benefit of its skills, qualification, experience, knowledge and professional expertise (the “Standard of Care”). Any Services provided by subconsultants shall meet or exceed the Standard of Care and the Supplier shall be fully responsible therefor.

14. Qualifications. ONTC has entered into this Agreement on the basis of and in reliance upon the representations of the Supplier regarding its knowledge, experience, abilities and business and professional contacts.

15. Inadequate Services. ONTC shall be the sole judge of the adequacy of the Services received and their value. If ONTC determines that any Services are not in conformity with the terms and conditions of this Agreement, including the Standard of Care, ONTC shall advise the Supplier who shall, except as other provided in this Agreement, immediately correct at its own cost and expense the inadequate Services, except to the extent such non-conforming Services were caused by a person who is not an Insider of the Supplier. Provided that if the quality of the Services is such that ONTC determines that the Supplier is not able to provide the Services in accordance with the Standard of Care or within the terms of this Agreement, ONTC may terminate this Agreement in accordance with section 38 (b) of this Agreement.


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16. Progress Reports. The Supplier shall, upon request by ONTC, provide reports to ONTC on the Services, including opinions regarding the progress and resolution of the Services, and including any variances from the staffing schedule, time line and budget in the work plan and explanations for such variances.

17. Obligations of the Supplier. The Supplier shall:

(a) provide the Services in compliance with all applicable laws and with applicable ONTC policies, and rules, as amended from time to time, including, but not limited to, the Accessibility for Ontarians with Disabilities Act, 2005 (“AODA”), the Ontario Human Rights Code (“OHRC”), and the Ontario Occupational Health and Safety Act (“OHSA”). The Supplier shall, in a timely manner, provide ONTC with a copy of all correspondence, reports, compliance orders, charges or other documents it receives under the AODA, OHSA or OHRC, or their regulations, that apply to any of the Services;

(b) perform and cause its employees or subcontractors to perform, the Services with diligence and in a courteous and business-like manner;

(c) disclose to ONTC any conflict of interest the Supplier has or is realized regarding the Supplier’s provision of the Services, including any direct or indirect interest the Supplier has in another ONTC authorized business; and,

(d) not subcontract the provision of any or all of the Services without the written consent of ONTC.

OWNERSHIP AND LICENCES 18. Supplier License Grant. Subject to the restrictions set out in section 19, the Supplier hereby grants

ONTC a non-exclusive, non-transferable, limited license to access and use the Services. Supplier retains title and exclusive ownership of any and all copies of software or other materials constituting the Services licensed.

19. Restrictions. ONTC shall not:

(a) reproduce, duplicate, copy, sell, resell or exploit access to the Services, use of the Services, or any

portion of the Services, including, but not limited to the HTML or any visual design elements without the express written permission from the Supplier;

(b) use the Services in any manner which may infringe any Intellectual Property Rights or in any manner which is unlawful or in violation of this Agreement; and,

(c) use the Services to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs or any code of a destructive or malicious nature.

20. Copyright Laws. The Services are protected by Canadian and international copyright laws and

treaties, as well as other laws and treaties. Except for (i) the non-exclusive license granted pursuant to this Agreement, (ii) any ONTC website changes, modifications, derivatives or enhancements, ONTC acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Vendor Background IP shall remain solely with Supplier.

21. Modifications. ONTC shall not reverse engineer, disassemble, decompile, unlock, copy, alter, modify,

change, create derivatives of or in any other way reproduce or use any of the software code, programs, or components of the Services, provided that ONTC may use any APIs or limited source


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code expressly provided by the Supplier from time to time as a part of the Services solely to configure configurable templates for use as a part of such Services.

22. Ownership of Background IP. ONTC Background IP shall remain the exclusive property of ONTC.

Nothing in this Agreement shall be construed as granting any license or other right in ONTC Background IP to the Supplier, except as may be expressly set out in this Agreement. The Supplier owns all right, title and interest in and to the Vendor Background IP.

PAYMENT FOR THE SERVICES 23. Invoices. The Supplier shall provide invoices to ONTC within 30 days of each milestone being achieved,

or in the case of any annual fees, within 30 days after the date the annual fee is due. ONTC shall pay the Supplier the properly charged amounts incurred by the Supplier in providing the Services within 30 days of receipt of the invoice.

NO EXCLUSIVITY and MINIMUM COMMITMENTS 24. No Exclusivity. ONTC’s retainer of Supplier to provide the Services is not exclusive. ONTC shall be

entitled to contract with third parties, at its sole discretion, at any time, for the performance of any part of the Services to be provided hereunder, or for similar services. The Supplier shall provide all reasonable cooperation as may be required by such third parties, at ONTC’s expense.

25. No Minimum Commitment. By entering into this Agreement, and except as may be expressly set out in Schedule A, ONTC makes no commitment to order or accept delivery of any particular services or any minimum weekly, monthly, annual, or other amount or quantity of services, or to spend any amount.

CONFIDENTIAL INFORMATION

26. General Confidentiality Requirements. The Supplier shall: (a) ensure that all Insiders of the Supplier comply with all the provisions of this Agreement relating to

Confidential Information and the Supplier shall be responsible for any failure by any Insider of the Supplier to do so;

(b) use Confidential Information only for the purposes of providing the Services; (c) not copy or transcribe into another form, any Confidential Information received from ONTC

except as reasonably necessary; and, (d) upon the termination of this Agreement, or earlier upon the request of ONTC, promptly destroy

or return all copies of the Confidential Information disclosed to the Supplier. ONTC’s Confidential Information is to be securely wiped from any and all computers of the Supplier or its employees and Contractors in such a way as to render the data unrecoverable. The Supplier will confirm the mechanisms and procedures that will be employed to ensure that ONTC Confidential Information cannot be recovered or restored once the engagement is completed. Such process must be approved by ONTC in writing in advance.

27. Keeping Confidential Information Confidential. Except as provided in this Agreement, the Supplier shall keep confidential all Confidential Information disclosed to it by ONTC, disclose the Confidential Information only to employees and Contractors of the Supplier with a need to know and use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement. The


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Supplier shall protect the Confidential Information disclosed to it by ONTC, in the same manner and to the same extent that it protects its own Confidential Information. This obligation shall survive the termination of this Agreement.

28. Disclosing Confidential Information. The Supplier may disclose Confidential Information if:

(a) ONTC approves;

(b) the Supplier is required by law to disclose it, in which case it shall promptly notify ONTC so that ONTC may intervene to prevent the disclosure; or

(c) the Confidential Information is generally and publicly available.

29. Protection During Use. ONTC’s Confidential Information will be stored on Supplier’s computer systems for the duration of the Term. The Supplier and ONTC will agree upon the physical and logical controls that will be used to protect ONTC Confidential Information.

30. FIPPA. The Supplier specifically acknowledges that ONTC is subject to the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31 (“FIPPA”), and that ONTC may be compelled by law to disclose certain information provided by the Supplier.

31. Privacy. The Supplier acknowledges that:

(a) it may receive Personal Information in order to carry out its obligations under this Agreement;

(b) the privacy provisions of FIPPA governing the collection, retention, use, disclosure and security of Personal Information continue to apply while this Agreement is in effect and thereafter;

(c) all records provided by ONTC to the Supplier shall be and remain the property, and under the control of ONTC, and shall be delivered to ONTC by the Supplier as directed by ONTC;

(d) all records containing Personal Information that are created or maintained in the course of providing the Services pursuant to this Agreement shall be and remain the property of ONTC; and,

(e) all records shall be returned to ONTC at the end of the Term, or sooner if required by ONTC.

32. Breach of Confidentiality. The Supplier shall indemnify and hold harmless ONTC in respect of any claims against ONTC for the failure of the Supplier to protect the confidentiality of Confidential Information. The Supplier acknowledges and expressly agrees that any breach by it of this Agreement which does or may result in loss of confidentiality of the Confidential Information would cause ONTC irreparable harm for which damages would not be an adequate remedy. If the Supplier breaches the confidentiality provisions of this Agreement, ONTC shall have the right to seek injunctive relief against the continuing or further breach by the Supplier, without the necessity of proof of actual damages. The right to seek injunctive relief without the necessity of proof of damages shall be in addition to any other right which ONTC may have under this Agreement or otherwise in law or in equity. This section shall continue to bind the Supplier after the expiry or termination of this Agreement.

INDEMNITY, LIMITATION AND WAIVER OF LIABILITY.

33. Representations. Except for the representations and warranties and conditions expressly set out in this Agreement, ONTC hereby excludes any and all representations, warranties and conditions of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.


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34. Indemnity. The Supplier shall indemnify ONTC and ONTC Insiders and save them harmless from and against any and all Losses which may arise by reason of the exercise of the responsibilities and obligations contained herein by the Supplier or as a result of any breach of the terms of this Agreement by the Supplier or by any act or omission of the Supplier or its Insiders or those for whom the Supplier is at law responsible, including all legal costs and expenses reasonably incurred by ONTC in connection with the defence or settlement of any such claim, unless such claim or damage is caused by the negligent act or omission of ONTC or its Insiders. The Supplier shall, at ONTC’s election, either assume the defence of every proceeding brought in respect of such Loss, or cooperate with ONTC in the defence, including providing ONTC with prompt Notice of any possible Loss and providing ONTC with all information and material relevant to the possible Loss. For the purpose of enforcement of this indemnity, ONTC is acting as agent and trustee for the ONTC Insiders.

35. Exception. The Supplier shall not be liable for any Loss arising from errors or omissions in any of the information which is supplied to the Supplier by ONTC.

36. Intellectual Property Rights Indemnification. The Supplier shall indemnify ONTC and its Insiders for all Losses paid, sustained or incurred by ONTC or its Insiders to the extent caused by the infringement of Intellectual Property Rights by anything provided to ONTC in the performance of the Services.

37. Bodily Injury and Property Damage. The Supplier shall make full and complete compensation for any bodily injury or death to any person and for any damage caused to ONTC's physical property by the Supplier’s act or omission or that of any of its Insiders or those for whom it is at law responsible.

38. Waiver. The Supplier waives against ONTC and ONTC Insiders any claims of any kind whether directly or indirectly arising out of or connected with the existence of this Agreement or for any injury to or death of any person or for any loss of or damage to any property belonging to the Supplier or its employees, servants, agents, invitees, licensees, contractors or visitors and for any loss or damage of the Supplier unless caused by the negligent act or omission of ONTC or its Insiders.

39. Indirect Damages. Notwithstanding any other provision of this Agreement, ONTC shall not be responsible for indirect, consequential, special, incidental or contingent damages of any nature whatsoever, including loss or revenue or profit or damages resulting from interruption of service or transmission. This limitation shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract (including fundamental breach), statute, tort (including negligence), or otherwise, and regardless of whether ONTC has been advised of the possibility of such damages.

40. Limitation of Liability. In no event shall ONTC be liable to the Supplier for any amount in excess of the amount fees set out in Schedule B.

41. Employees. The Supplier shall be solely responsible for its employees throughout the term of this Agreement, and shall indemnify ONTC and its Insiders from all claims, demands, settlement, action or proceeding, arising from any health, medical disability or similar claims which the Supplier or any of the Supplier’s Insiders may have during or after the term of this Agreement.

42. No Indemnity. Notwithstanding anything else in this Agreement, any express or implied reference to ONTC providing an indemnity or any other form of indebtedness or contingent liability that would directly or indirectly increase the indebtedness or contingent liabilities of ONTC, whether at the time of execution of this Agreement or at any time during the Term or Renewal Term, shall be void and of no legal effect in accordance with s.28 of the Financial Administration Act, R.S.O. 1990, c. F.12.

43. Survival. Sections 33 to 41 shall survive the expiry or termination of this Agreement.


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INSURANCE

44. Insurance. The Supplier shall obtain, and for as long as this Agreement is in effect, maintain, pay for and, upon request by ONTC from time to time, provide evidence, satisfactory to ONTC, of the following insurance coverages, all taken out with insurers licensed to transact insurance business in Ontario, bearing original signatures of authorized insurance representatives and satisfactory to ONTC:

(a) Commercial General Liability Insurance to a limit of not less than five million dollars ($5,000,000) inclusive per occurrence, including “Ontario Northland Transportation Commission” as an additional insured, covering bodily injury, personal injury, death and damage to property, including loss of use of such property, containing cross liability coverage and preclude subrogation claims by the insurer against ONTC and endorsed to provide ONTC with not less than thirty (30) days’ notice, in advance, of any cancellation, change or amendment restricting coverage.

(b) Automobile Liability Insurance in respect of licensed vehicles, to a limit of not less than two million dollars ($2,000,000) inclusive per occurrence, including bodily injury, death and damage to property, endorsed to provide ONTC with not less than thirty (30) days’ notice, in advance, of any cancellation, change or amendment restricting coverage, and in the following forms: standard owner’s form automobile policy providing third party liability and accident benefits insurance and covering licensed vehicles owned or operated by or on behalf of the Supplier, and standard non-owned automobile form policy including standard contractual liability endorsement; and,

(c) Cyber Insurance to a limit of not less than five million dollars ($5,000,000) inclusive per occurance and subject to an annual aggregate of five million dollars ($5,000,000) for incident response costs, full non-physical perils, system repair costs, contractual liability and full retroactive coverage.

45. The Supplier shall ensure that all the insurance is primary and does not call into contribution any other insurance coverage available to ONTC. The Supplier shall not do or omit to do anything which would impair or invalidate the insurance policies.

TERMINATION

46. Early Termination. This Agreement may be terminated early as follows: (a) by the mutual written agreement of the parties; (b) by ONTC upon written notice to the Services Provider , where the Supplier is in default or breach

in respect of any condition or provision of this Agreement and the Supplier has failed to remedy such default within thirty (30) days of the notice being provided by ONTC;

(c) by ONTC, for any reason, upon not less than ten (10) days’ prior written notice; or, (d) by the Supplier upon written notice to ONTC, where ONTC has failed to observe or perform any

of its obligations under this Agreement, and such failure has not been remedied to the reasonable satisfaction of the Supplier within thirty (30) days of providing written notice to ONTC detailing the nature of such failure and requiring that such failure be remedied.

47. Force Majeure. Whenever and to the extent either party is unable to fulfil, or is delayed or restricted in fulfilling, any of its obligations under this Agreement by reason of any cause beyond that party’s reasonable control, including through a change in laws or in government priorities, the time for fulfilling such obligation is extended for such reasonable time as may be required by that party to fulfil such obligation, provided that any such inability, delay or restriction does not relate to any extent to any act or omission by that party or any of its Insiders or others for whom it is at law responsible, and


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further provided that the party seeking the extension submits promptly to the other party a Notice requiring the extension of time and the specific reason and expected duration of the extension.

48. Immediate Termination. This Agreement will terminate immediately upon: (a) the winding up or dissolution of the Supplier; or

(b) subject to the provisions of the Bankruptcy and Insolvency Act, RSC 1985, c. B-3, the Supplier making an assignment for the benefit of its creditors, becoming bankrupt or insolvent, undergoing reorganization, making a proposal to its creditors, or otherwise becoming financially unable to perform its obligations under this Agreement.

49. If this Agreement is terminated early for any reason other than those described in section 46(a) or (d), then:

(a) ONTC is excused from further performance under this Agreement;

(b) any money payable by the Supplier to ONTC is immediately due and payable;

(c) ONTC shall not be responsible for paying any amount over and above the chargeable amounts, including payment on a pro-rated basis if applicable, incurred up to the effective date of such termination, or a later date if work, already commenced by the Supplier, cannot reasonably be discontinued until such later date;

(d) ONTC shall retain any rights, powers and remedies it has or may have against the Supplier; and

(e) ONTC may enter an agreement with another person to provide the balance of the Services. The Supplier shall be liable for all costs incurred by ONTC in having the Services completed by another person(s).

GENERAL

50. Assignment. Neither party may assign their respective rights and obligations under this Agreement

without first obtaining the written consent of other party, provided, however, that either party may assign this Agreement to an affiliate or the successor of its business upon written notice to the other party. This Agreement shall enure to the benefit of, and be binding upon, the parties and their respective successors (including any successor by reason of amalgamation, merger or statutory arrangement of any party) and permitted assigns.

51. Notice. Any notice under this Agreement shall be given in writing and delivered personally or by fax, email or prepaid courier addressed as follows:

To ONTC at:

Ontario Northland Transportation Commission 555 Oak Street North Bay ON P1B 8L3 Attention: T: 705-472-4500 X F: 705-472-4267 E: @ontarionorthland.ca To the Supplier at:


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Attention: T: F: E:

or at such other address or addresses as ONTC and the Supplier may designate from time to time. The date of receipt of any such notice shall be the date of delivery.

52. No Waiver. No waiver by a party of any breach by the other party of any of its covenants, agreements or obligations in this Agreement shall be a waiver of any subsequent breach or the breach of any other covenants, agreements or obligations, nor shall any forbearance by a party to seek a remedy for any breach by the other party be a waiver by the party of its rights and remedies with respect to such breach or any subsequent breach.

53. Relationship. Nothing contained in this Agreement shall be deemed or construed by the parties nor by any third party as creating the relationship of principal and agent, landlord and tenant, or of partnership or of joint venture between the parties.

54. Governing Law. This Agreement shall be governed by and constituted in accordance with the laws in force in the Province of Ontario, excluding any conflict of laws principles. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any legal proceedings arising out of this Agreement or the performance of the obligations hereunder.

55. Severability. Should any section or part or parts of an section in this Agreement be illegal or unenforceable, it or they shall be considered separate and severable from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon ONTC and the Supplier as though such section or part or parts thereof had never been included in this Agreement.

56. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties and supersedes any and all prior understandings, discussions, negotiations, commitments, representations, warranties, and agreements, written or oral, express or implied between them with respect to the subject of this Agreement. No amendment, variation or change to this Agreement shall be binding unless the same shall be in writing and signed by the parties.

57. Survival. In addition to those provisions which are expressly stated to survive the termination or expiration of this Agreement, the provisions of this Agreement that are by their nature intended to survive termination or expiration of this Agreement shall continue in full force and effect subsequent to and notwithstanding termination or expiration until or unless they are satisfied.

58. Counterparts and Electronic Delivery. This Agreement may be executed and delivered by facsimile or electronic transmission and the parties may rely upon all such facsimile or electronic signatures as though such facsimile or electronic signatures were original signatures. This Agreement may be executed in any number of counterparts and all such counterparts shall, for all purposes, constitute one agreement binding on the parties.

IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT.

ONTARIO NORTHLAND TRANSPORTATION COMMISSION


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Per ________________________

Corina Moore, President & CEO

___________________________

Donna Jaques, Secretary

Date___________________________

We have authority to bind the corporation

xx

Per ________________________

Date___________________________

I have authority to bind the corporation.


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SCHEDULE “A”

SERVICES


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Schedule “B” Price and Workplan

THIS AGREEMENT is made as of the day of , 2018 (the “Effective Date”).

BETWEEN:

ONTARIO NORTHLAND TRANSPORTATION COMMISSION ("ONTC")

- and-

("Supplier")

WHEREAS:

(a) The Supplier has developed expertise in the area of delivery and implementation of an accounts

receivable management software solution; and,

(b) ONTC desires to obtain and apply the expertise of the Supplier to ONTC's business;

NOW THEREFORE in consideration of the premises and the terms and conditions herein provided, the parties covenant and agree as follows:

Definitions

1. In this Agreement, “Agreement” means this document together with any Schedules and any amendments to any of them; “Documentation” means the Software’s standard user manual; “Go-Live” means the ONTC’s first use of the Software for operational purposes;

“Insider” means, in respect of a party, every Commission member, director, officer, principal, partner, executive, associate, employee, subconsultant, contractor or agent of the party;

“Loss” includes loss, liability, damage, cost, legal cost and disbursement whatsoever arising out of or related to the Services, the Project, or this Agreement, whether in contract, tort or otherwise; “Maintenance Services” means the Software maintenance and technical services provided by the Supplier described in Schedule 1;

“Services” means the Services described in Schedule 1;

Accounts Receivable Management Software “ON PREM” DRAFT February 23, 2017

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“Software” means the Supplier’s software in object code format and includes all Upgrades and Documentation;

“Specifications” means the Supplier’s standard specifications set forth in the current Documentation as described in Schedule 3;

“Upgrade” means any new versions, updates or upgrades of the Software, in object code format;

“User” means an employee or contractor of ONTC;

“Work Product” means all materials and things to be provided by the Supplier to ONTC pursuant to the Services, and includes without limitation the Software and the installation of the Software and related training.

Agreement

2. ONTC retains the services of the Supplier and the Supplier hereby agrees to provide the Services

described in this Agreement.

3. The following schedules form part of this Agreement:

Schedule 1 – Services

Schedule 2 – Price

Schedule 3 - Specifications

If there is a conflict or inconsistency between a Schedule and this Software License Agreement, this Software License Agreement shall take precedence over the Schedule.

Scope of Services and License

4. The Services to be provided by the Supplier are described in Schedule 1 and include the Scope

of Work for the supply of the Software as an on-premises deployment and the Maintenance and Technical Services. The Services shall include any changes and additions made pursuant to section 23 of this Agreement.

5. Subject to the terms and conditions in this Agreement, the Supplier hereby grants ONTC a non-exclusive, fully paid-up, perpetual, irrevocable, non-transferable license, without right to sublicense such rights, to use the Software, solely in executable code format, and the Documentation provided by the Supplier solely for ONTC’s own internal business purposes exclusively within ONTC facilities and sites.

6. Upon execution of this Agreement, the Supplier shall deliver to ONTC one (1) master copy of the Software through a reasonable system of electronic download and the Supplier shall be deemed to have granted to ONTC a fully paid-up irrevocable license permitting ONTC to use the Software in ONTC’s labs and QA environments.

7. A valid license includes the right to do the following:


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(a) Copy and distribute copies of the Software to any computer, server, workstation,

equipment or hardware at an ONTC location; (b) Make copies of any machine readable portion solely for ONTC’s normal archival

disaster recovery, or backup purposes, or for use in any ONTC lab or QA environment.

8. The Supplier also grants ONTC a non-sublicensable, non-exclusive, non-transferable right to create, or to have created on its behalf, Permitted Customizations to the executable code components of the Software solely for internal use and only for use as part of and in conjunction with the related Software. “Permitted Customizations” means custom software or reports which are developed that access or interact with the Software or its associated database(s). ONTC may only create Permitted Customizations that do not require access and changes to the source code. ONTC may only create Permitted Customizations that do not require the source code of the Software to create the Permitted Customizations, and access the executable code version of the Software or its associated databases in a way that is reasonably practical without access to the source code of the Software at any time.

9. Payment of any fees is subject to acceptance of the Software by ONTC. The Software will be considered accepted (“Acceptance”): (a) when ONTC provides the Supplier written notice of acceptance, (b) when ONTC takes the solution into production or (c) thirty (30) days after delivery, if ONTC has not first provided the Supplier with written notice of rejection. ONTC may reject the Software only in the event that the Software deviates from the Specifications. In the event of such rejection, the Supplier shall correct such deviation or configuration problem and redeliver the Software, within a timeframe to facilitate a GO-Live date in accordance with the timelines in Schedule 2. After redelivery, the parties shall again follow the acceptance procedures in this section.

Warranty

10. The Supplier warrants that during the Maintenance Coverage Period, the Software:

(a) will perform substantially as described by the Specifications; (b) will not contain any “software viruses” (as that phrase is commonly used in industry

practice); (c) will not contain any spyware related functionality which is able to access ONTC data to

improve the Software; and (d) will not contain any timer, clock or other code which could cause it to cease

functioning.

11. In the event of a breach of warranty, the Supplier, at the Supplier’s expense, shall restore the software to an error-free condition and performance in accordance with section 10.

Maintenance Services

12. Commencing on the day following the contract Effective Date and continuing for a period of twelve (12) months thereafter (the “Initial Maintenance Coverage period”), the Supplier shall provide ONTC with the Maintenance Services in consideration of the fees set forth in Schedule 2 (“Pricing”). The Maintenance Services fees for the Initial Maintenance Coverage Period are free.


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13. The Initial Maintenance Coverage Period will be automatically extended for subsequent twelve

(12) month periods (each an “Extended Maintenance Coverage period”) unless ONTC provides the Supplier notice of its intent not to extend at least ninety (90) days prior to the expiration of the Initial Maintenance Coverage Period or the then current Extended Maintenance Coverage period, as the case may be. The Initial Maintenance Coverage period and any applicable Extended Maintenance Coverage Period(s) are collectively referred to herein as the “Maintenance Coverage Period”. The Maintenance Services to be provided to ONTC during the Software Warranty period and during the Maintenance Coverage Period are referred to herein as “Maintenance Coverage”. The Maintenance Services fees will be invoiced for a 12 month period, in full, before the start of the Extended Maintenance Coverage period.

14. If ONTC elects not to renew Maintenance Coverage after the Initial Maintenance Coverage Period

or an Extended Maintenance Coverage Period but then, less than two years after the end of the last period of Maintenance Coverage, requests that Maintenance Coverage be reinstated, the Supplier shall provide Maintenance Services to ONTC for the twelve (12) months following the date of reinstatement on the terms and conditions set out herein. Any such reinstatement of Maintenance Coverage shall be subject to the payment of all fees that would otherwise have been paid to the Supplier during the period the Maintenance Coverage had lapsed. If ONTC does not have Maintenance Coverage, any Maintenance Services provided to ONTC by the Supplier shall be based on best effort (with no guaranteed response times as stated in Schedule 1) and shall be charged at the Supplier’s then prevailing time and materials rates, plus expenses.

15. If Maintenance Services are required as a result of defects in the Software or because the

Software does not comply with the specifications, then any hours of Maintenance Service required to remedy the issue will not be deducted from the man hours of Maintenance Services to be provided to ONTC as part of Maintenance Services.

16. The Supplier shall support and continue to offer to make available to ONTC the Maintenance

Services in respect of the version of the Software delivered to ONTC for a period of not less than six (6) years following Acceptance. ONTC will update the Software to the latest version at least every 2 years.

Qualifications of the Supplier

17. ONTC has entered into this Agreement on the basis of the knowledge, experience, abilities, and business and professional contacts (hereinafter referred to as "Qualifications") of the Supplier as represented to ONTC in the Supplier’s proposal. The Supplier shall provide the Services in such a manner as to permit ONTC to have the full benefit of the Supplier's Qualifications.

Term

18. This Agreement is effective as of the Effective Date and shall remain in force with no end date,

unless and until terminated pursuant to the terms of section 69.

Compensation

19. ONTC shall pay the Supplier for the Services in accordance with the fees described in Schedule 2.


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The Supplier shall not vary the charges for the Services or for any changes or additional services, unless agreed to in writing by ONTC.

20. ONTC shall reimburse the Supplier for travel expenses, in accordance with the Management Board of Cabinet Travel, Meal and Hospitality Directive, as required for the Services to be provided, provided such expenses were approved by ONTC in writing in advance. Authorized and itemized expenses with supporting receipts shall be included as part of the Supplier’s invoice.

Payment

21. The Supplier shall issue invoices for the fees payable under Schedule 2 and for any additional approved fees or expenses. ONTC shall pay the Supplier within 30 days of receipt of such invoice.

22. ONTC shall have the right to deduct from all payments under this Agreement any amount required by law to be withheld.

Changes and Additional Services

23. ONTC may at any time by written notice request a change to all or part of the Services, or request the Supplier to provide services in addition to those set out in Schedule 1. On receipt of such request, the Supplier shall reply to ONTC in writing ("Reply") stating the Supplier's availability of personnel, the estimated number of hours required, the proposed timetable, and the estimated cost to ONTC of the change to the Services. ONTC shall respond in writing within fifteen (15) calendar days of receipt of the Reply if ONTC accepts offer. Upon acceptance by ONTC, the Supplier shall perform the requested services according to the terms and conditions of the Reply or such other terms as are mutually agreed upon by ONTC and the Supplier in writing.

24. The Services contracted for by ONTC are non-exclusive. ONTC has the right to contract with third parties, at its sole discretion at any time to perform any part of the Services or similar services. ONTC and the Supplier shall confer to ensure consistency of services with third parties. The Supplier shall co-operate with such third parties.

25. By entering into this Agreement, and except as may be expressly set out in Schedules 1 and 2, ONTC makes no commitment to order or accept delivery of any particular services or any minimum weekly, monthly, annual, or other amount or quantity of services, or to spend any amount .

Confidential Information

26. In performing the Services, the Supplier may obtain, verbally or in writing, or receive or become privy to, information relating to ONTC and its employees, its suppliers and the Government of Ontario which is of a confidential and proprietary nature including but not limited to trade secrets, know-how, inventions, techniques, processes, programs, documentation, data, service manuals, technical reports, financial information and sales and marketing plans (hereinafter collectively referred to as "Confidential Information"). Confidential Information shall not include information that:


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(a) is now or subsequently falls within the public domain without a breach by the Supplier of any obligation owed to ONTC;

(b) became known to the Supplier prior to disclosure by ONTC and such prior knowledge can be established; or

(c) became known to the Supplier from a third party other than by the breach of a confidentiality obligation owed to ONTC.

27. The Supplier shall not make use of, exploit or disclose for any purpose whatsoever Confidential Information except as required for the performance of the Services. During the term of this Agreement and after the expiry or termination of this Agreement, the Supplier shall not, without the prior written consent of ONTC, use, exploit or divulge or allow access to the Confidential Information to any third party except to employees or sub-contractors of the Supplier who require such use or disclosure to fulfill the obligations of the Supplier under this Agreement. Where The Supplier divulges or allows access to the Confidential Information to its employees or sub-contractors under the circumstances set out above, it shall ensure that it has first obtained from such employees or sub-contractors, as the case may be, a legally binding undertaking executed by such employees or sub-contractors to the effect that such employees or sub-contractors, shall not use, exploit or disclose the Confidential Information except to the extent permitted under this Agreement. Any breach of these confidentiality provisions by such employees or subcontractors, as the case may be, shall constitute a breach of this Agreement by the Supplier. The Supplier shall also take all other precautions necessary to protect against any unauthorized use or disclosure of the Confidential Information including where appropriate such precautions as the Supplier takes in protecting its own proprietary or confidential information, but no less than reasonable precautions.

28. All Work Product shall be considered Confidential Information.

29. Notwithstanding the restrictions on disclosure in section 27, the Supplier shall not be restricted from disclosing Confidential Information solely as may be compelled pursuant to any law, regulation or judicial or governmental order, provided that such disclosure shall be limited to the extent of the legal requirement and the Supplier shall promptly notify ONTC and cooperate with ONTC, at ONTC’s expense, so that it may provide comment to the Supplier or intervene and object to such disclosure or seek a protective order or other appropriate protection.

30. During the Term of this Agreement and thereafter, the Supplier may not, without the prior consent of ONTC, disclose to anyone, except as required by law, the nature or extent of the Services or of the discussions or meetings in connection therewith, or the Supplier's remuneration therefor, and the Supplier shall not advertise, announce or publicize anything relating to this Agreement, including, without limitation, its existence or a relationship with ONTC, without the prior written approval of ONTC.

31. The Supplier shall not access or use ONTC Confidential Information for the purpose of improving its services and the Software without prior approval from ONTC.

Title

32. The Supplier warrants and represents that the Supplier now owns and shall at all times own, all


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title to, and all ownership rights in the Software, including without limitation the underlying source code and object code for such Software. Nothing in this Agreement shall be constructed as giving ONTC any title to, or ownership rights in the Software or such underlying source code or object code. Notwithstanding the foregoing, ONTC shall have and retain sole ownership of all data and information arising from or relating to ONTC’s use of the Software.

33. Notwithstanding the foregoing, the functional requirements, non-functional requirements, business requirements and use case model may be used and disclosed by ONTC to comply with regulatory and government reporting requirements.

34. All intellectual property of ONTC conceived, created, developed or acquired by ONTC prior to or independently of this Agreement, including any intellectual property licensed by a third party to ONTC (collectively referred to as the "ONTC Background IP"), and all right, title and interest in the ONTC Background IP and all other proprietary rights shall be and remain the exclusive property of ONTC and the Supplier shall not assert any right or establish any claim to such ONTC Background IP. Nothing in this Agreement shall be construed as granting any license or other right in ONTC Background IP to the Supplier, except as may be expressly stated in this Agreement.

Reports and Inspection

35. The Supplier shall furnish to ONTC, when so requested:

(i) reports of the progress of the Services;

(ii) reports describing the activities undertaken by the Supplier; and (iii) such other information necessary for ONTC to ensure the prompt and

complete performance of the Services by the Supplier.

36. ONTC shall at all reasonable times have access to the Work Product during the performance of

the Services and shall be furnished with every reasonable facility to ascertain that the Work Product and Services are in accordance with this Agreement.

Schedule

37. The Supplier shall perform the Services in accordance with the dates in Schedule 2. The Supplier shall advise ONTC by written reports as to any delays being encountered, the reasons therefor, the action being taken to recover from such delays, and any effect which such delays may have upon cost estimates.

38. The Supplier acknowledges that time is of the essence in the performance of the Services.

Conflict of Interest

39. During the Term of this Agreement, the Supplier shall at all times act in the best interests of ONTC, and, in the event of a potential conflict between the Supplier's obligations under this Agreement and any of the Supplier's other obligations or interests, the Supplier shall immediately notify ONTC of the nature of such potential conflict and shall not proceed to perform any further or additional Services unless and until ONTC consents to same.


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40. The Supplier shall not accept benefits arising for the performance of the Supplier's obligations

which are offered by third parties. Performance of Services

41. The Supplier shall perform the Services directly and to the best of the Supplier's ability on behalf

of and in the best interest of ONTC. The Services shall be performed exclusively by the Supplier and the Supplier may not delegate, assign or subcontract any of the Supplier's obligations to any other person, firm or corporation except pursuant to Section 42.

42. Any subcontracts made under this Agreement shall be made in the name of the Supplier and

shall not bind nor purport to bind ONTC, and notwithstanding any other provision of this Agreement, shall not relieve the Supplier of any obligation under this Agreement, impose any liability upon ONTC nor limit any of ONTC’s rights or remedies under this Agreement or at law. Without limiting the generality of the foregoing:

(i) No permitted subcontractors may be changed without ONTC’s prior written approval,

which approval will not unreasonably withheld; (ii) When requested by ONTC, the Supplier shall provide information regarding any of its

subcontractors or subcontracts; (iii) Notwithstanding any subcontract, the Supplier shall remain exclusively responsible for

delivery of the Services under this Agreement and the Supplier agrees that any action or omission of a subcontractor may be considered by ONTC to be an action or omission of the Supplier; and

(iv) The Supplier will be solely responsible for the quality of Services and Work Product supplied by any subcontractor(s) and shall coordinate all activities relating to such subcontractors for the proper delivery of Services.

43. ONTC may from time to time retain additional suppliers and advisors with respect to the subject

matter of the Services, and the Supplier agrees to co-operate and consult with ONTC, as well as such other suppliers and advisors as requested by ONTC. The Supplier further agrees to co-operate and consult with those of ONTC's officers and employees as the ONTC President & CEO may designate, and to notify them in advance of any proposed discussions or meetings.

44. The Supplier shall provide fully trained, competent and skilled personnel for the performance of the Services.

45. The Supplier shall ensure that its personnel comply with the terms and conditions of this Agreement, and without limiting the generality of the foregoing but for greater particularity, The Supplier shall ensure that its personnel comply with the sections regarding Confidential Information, Title and Conflict of Interest.

46. The Supplier shall replace within a reasonable time, any of its personnel engaged in performing the Services whose removal is requested by ONTC for reasonable cause. The Supplier acknowledges and agrees that ONTC's rights do not obligate the Supplier to take any other action regarding such personnel including, without limitation, the termination or breach of any


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employment or other contractual relationship with such personnel. However, the Supplier in its sole and absolute discretion may take such action as it deems appropriate under the circumstances. In the event the Supplier takes any other action regarding such personnel, the Supplier agrees to indemnify, defend and hold ONTC harmless from all claims, damages and costs arising therefrom.

47. The Supplier shall not use the name of Ontario Northland Transportation Commission or any of

ONTC's other logos, designs, colour or registered trade-marks and names used, owned or registered by ONTC, except with the prior written approval of ONTC.

Warranties

48. The Supplier represents and warrants to ONTC that: (a) it has full authority to enter into and perform all of its obligations under this Agreement,

that it has read this Agreement, understands same, and agrees to be bound by all the terms, conditions and provisions, and that nothing in this Agreement would place the Supplier, or the Supplier's personnel, in breach of any employment or other contractual relationship;

(b) the Supplier is competent to perform the Services and the Supplier has the necessary qualifications including the knowledge, skill and ability to perform the Services;

(c) as of the Effective Date, there are no legal or financial circumstances with respect to the Supplier that, if known by ONTC, would reasonably be expected to cause ONTC not to enter into this Agreement. The Supplier shall advise ONTC promptly in the event of any such circumstances occurring after the effective date first written above;

(d) no bribe, gift or other inducement has been paid, given, promised or offered to any officer or employee of ONTC, for or with a view to the obtaining of this Agreement by the Supplier. The Supplier further warrants that no person or agency has been employed or retained to solicit or obtain this Agreement upon an agreement or understanding for a contingent fee;

(e) the Supplier is a HST/GST registrant for the purposes of the Excise Tax Act of Canada and The Supplier's HST/GST registration number is 835126996RT0001; and,

(f) the Supplier does NOT have a Vendor Permit and is not required to be registered with the Retail Sales Tax Branch of the Ontario Ministry of Finance.

Compliance with Statutes

49. The Supplier shall, in the performance of this Agreement, comply with all laws, regulations and

orders of Canada and of Ontario, including but not limited to those pertaining to immigration, customs, labour, wages, hours of work and other similar provisions. The Supplier shall also be responsible for obtaining all necessary permits, licenses and employment authorization and for complying with all applicable laws, regulations and conditions in collection with such permits and licenses.

Force Majeure


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50. Neither party shall be in breach of this Agreement where its failure to perform or its delay in

performing any obligation is due to a cause beyond its reasonable control, including an act of God, acts or policies of any federal, provincial, civil or military authority, governmental priorities, civil commotion, war, strikes, lockouts and other labour disputes, fires, floods, earthquake, storm, epidemic, and failure of communications (each constituting an “Event of Force Majeure”).

51. An Event of Force Majeure may result in a delay in any payment owing under this Agreement

being made within the timeframes required in this Agreement; however, any monies subject to a delay in payment will remain owing to the other party.

52. Each party shall notify the other promptly and in writing of any failure to perform or delay in

performing due to an Event of Force Majeure, and shall provide an estimate as soon as practicable of the time when the obligation will be performed. Subject to sections 53 and 54, the time for performing the obligation shall be extended for a period of time equal to the period of delay resulting from such a cause.

53. During each such Event of Force Majeure, ONTC may, at ONTC’s sole discretion, and without

incurring any penalty or other liability, seek to have its need (which would otherwise be met by the Supplier) met by or through a third party or third parties.

54. When the performance of an obligation is delayed by a least two (2) months due to an Event of

Force Majeure and the parties have not agreed upon a revised basis for performing the obligation, and/or adjustment of the charges, then ONTC shall have the right to terminate this Agreement upon providing prior written notice to the Supplier and be relieved from all liability under this Agreement arising as a result of such termination except for payment for services rendered prior to the termination date.

Waivers and Indemnification

55. The Supplier shall indemnify ONTC and ONTC Insiders and save them harmless from and against

any and all Losses which may arise by reason of the exercise of the responsibilities and obligations

contained herein by the Supplier (including Losses arising from damage to ONTC’s existing

hardware or software) or as a result of any breach of the terms of this Agreement by the Supplier

or by any act or omission of the Supplier or its Insiders or those for whom the Supplier is at law

responsible, including all legal costs and expenses reasonably incurred by ONTC in connection

with the defence or settlement of any such claim, unless such claim or damage is caused by the

negligent act or omission of ONTC or its Insiders. The Supplier shall, at ONTC’s election, either

assume the defence of every proceeding brought in respect of such Loss, or cooperate with ONTC

in the defence, including providing ONTC with prompt Notice of any possible Loss and providing

ONTC with all information and material relevant to the possible Loss. For the purpose of

enforcement of this indemnity, ONTC is acting as agent and trustee for the ONTC Insiders.

56. The Supplier shall not be liable for any Loss arising from errors or omissions in any of the

information which is supplied to the Supplier by ONTC.


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57. The Supplier shall save and hold harmless and indemnify ONTC and its Insiders for all Losses paid,

sustained or incurred by ONTC or its Insiders to the extent caused by the infringement of any

patent, trademark, copyright or other proprietary right by anything provided to ONTC in the

performance of the Services. The Supplier shall, at ONTC’s election, either assume the defence

of every proceeding brought in respect of such infringement or cooperate with ONTC in the

defence, including providing ONTC with prompt Notice of any possible infringement and

providing ONTC with all information and material relevant to the possible infringement.

58. Notwithstanding section 57, the Supplier shall have no obligation to defend ONTC or to pay costs,

damages or legal fees for any claim based upon use of other than a current unaltered release of

the Software, if such infringement would have been avoided by the use of a current unaltered

release thereof.

59. When notified of an action, suit, claim or motion that seeks to restrict ONTC from using Software,

or if in the Supplier’s opinion the Software is likely to become the subject of such action, suit,

claim or motion, the Supplier may, and in the case of a judgment, order or injunction that restricts

the use of any such Software shall, at its expense:

(a) obtain for ONTC from all persons who claim an interest in the Software the right

allowing ONTC to use the Software as described in this Agreement; or,

(b) modify such Software or substitute a non-infringing equivalent product or service that

is substantially equivalent in function and extend this indemnity thereto.

60. The Supplier shall make full and complete compensation for any bodily injury or death to any

person and for any damage caused to ONTC's physical property by the Supplier’s act or omission

or that of any of its Insiders or those for whom it is at law responsible.

61. The Supplier waives against ONTC and ONTC Insiders any claims of any kind whether directly or

indirectly arising out of or connected with the existence of this Agreement or for any injury to or

death of any person or for any loss of or damage to any property belonging to the Supplier or its

employees, servants, agents, invitees, licensees, contractors or visitors and for any loss or

damage of the Supplier unless caused by the negligent act or omission of ONTC or its Insiders.

62. Notwithstanding any other provision of this Agreement, ONTC shall not be responsible for

indirect, consequential, special, incidental or contingent damages of any nature whatsoever,

including loss or revenue or profit or damages resulting from interruption of service or

transmission. This limitation shall apply regardless of the form of action, damage, claim, liability,

cost, expense or loss, whether in contract (including fundamental breach), statute, tort

(including negligence), or otherwise, and regardless of whether ONTC has been advised of the

possibility of such damages.


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63. The Supplier shall be solely responsible for its employees throughout the term of this

Agreement, and shall indemnify ONTC and its Insiders from all claims, demands, settlement,

action or proceeding, arising from any health, medical disability or similar claims which the

Supplier or any of the Supplier’s Insiders may have during or after the term of this Agreement.

64. Notwithstanding any other provision of this Agreement, any express or implied reference to

ONTC providing an indemnity or any other form of indebtedness or contingent liability that

would directly or indirectly increase the indebtedness or contingent liabilities of ONTC, whether

at the time of execution of this Agreement or at any time during the Term or Renewal Term,

shall be void and of no legal effect in accordance with s.28 of the Financial Administration Act,

R.S.O. 1990, c. F.12.

65. Sections 55 to 64 shall survive the expiry or termination of this Agreement.

Insurance

66. The Supplier agrees to maintain at The Supplier's expense, for the entire Term of this Agreement:

(a) comprehensive general liability insurance in an amount of not less than five million dollars---

xx/100 ($5,000,000.00) for any one occurrence for bodily injury, property damage, death or products and completed operations. Such policy shall include ONTC as an additional insured and shall include a cross-liability/severability of interests clause, contractual liability and, if applicable, owners' and contractors' protective coverage;

(b) if applicable, automobile liability insurance in respect of all licensed vehicles with limits of not

less than two million dollars ($ 2,000,000.00) inclusive per occurrence for bodily injury, death and damage to property, covering all licensed vehicles owned or leased by the Supplier; and,

(c) errors and omissions insurance to a limit of at least one million dollars---xx/100

($1,000,000.00) per claim; and,

(d) cybersecurity insurance to a limit of not less than five million dollars ($5,000,000).

67. Each policy of insurance as described in section 66 shall provide ONTC with not less than thirty (30) days prior written notice of any cancellation or termination thereof. The Supplier will, at the start and on each anniversary of this Agreement, provide ONTC with a certificate(s) of insurance in a form acceptable to ONTC evidencing the insurance required to be maintained by the Supplier. All insurance maintained by the Supplier shall be primary and shall not call into contribution any insurance maintained by ONTC.

68. In case of failure to furnish said certificate(s) of insurance or upon cancellation of any required

insurance, ONTC may terminate this Agreement in whole or in part immediately and without prior notice to the Supplier and ONTC shall thereupon be relieved from all its liability under this Agreement arising as a result of such termination.


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Termination

69. Notwithstanding any other provision of this Agreement:

(a) ONTC may, in ONTC's sole discretion, terminate this Agreement at any time, without penalty, by providing the Supplier with at least 30 (30) calendar days prior written notice;

(b) either party may terminate this Agreement, without penalty, and without limiting any other remedy available under this Agreement or at law if (a) the other party is in breach of an obligation under this Agreement; (b) written notice of such breach is provided to the breaching party by the non-breaching party; and (c) the breach remains un-remedied for thirty (30) calendar days following receipt of the notice of breach; and/or,

(c) if the Supplier is declared insolvent or bankrupt, or if any assignment of the Supplier's property is made for the benefit of creditors, or if the Supplier's interest herein shall be levied upon under execution or seized by any writ of any court of law, or if a petition is filed in any court to declare the Supplier bankrupt or for a reorganization under a bankruptcy law or similar statute, then ONTC may, at its option, terminate this Agreement and thereupon be relieved from all its liability hereunder.

70. In full discharge of any obligations to the Supplier in respect of termination by ONTC pursuant to section 69(a) ONTC shall pay for all Services properly performed up to the date of termination on a pro-rated basis. Any progress or other payments made on account of such Services shall be credited against the amount of such charges and in the event the payments exceed the charges the excess shall be returned to ONTC.

71. In the event of termination of this Agreement, the Supplier agrees that it shall provide reasonable assistance to, and shall not hinder a complete transition of the software functionality being terminated from the Supplier and its subcontractors to ONTC, or to any replacement provider designated by ONTC, without any interruption of or adverse impact on the services provided hereunder or any other services provided by third parties. Any additional services requested by ONTC during the disentanglement period shall be provided by the Supplier at the Supplier’s standard rates.

72. The Supplier will deposit in escrow the Software source code for the most recent version of the Software. The Escrow Agent will be authorized to release the escrowed source code to ONTC should the Supplier become insolvent or cease to carry on business and the business of the Supplier is not continued by a Receiver or Trustee or Assignee.

73. Upon expiration or termination of this Agreement for any reason the Supplier shall

immediately:

(a) cease to represent or use means to identify itself as providing services to ONTC, (b) deliver to ONTC all Confidential Information and Work Product that are in the

Supplier's possession or under the Supplier's control, and (c) disclose to ONTC the state of the Services at the time of termination and provide a

report of, and all property, reflecting such state. Notice


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74. Any notice, request, consent or other communication provided or permitted hereunder shall

be in writing and sent by personal delivery, courier facsimile, email or first class mail postage prepaid, addressed to the intended party at its address set out below:

ONTC: Ontario Northland Transportation

Commission 555 Oak Street East

North Bay, ON P1B 8L3 Attention: Chad Evans T: 705-472-4500 X 576 F: 705-472-4267 E: [email protected]

The Supplier: Questica 980 Fraser Drive, Unit 105 Burlington ON L7L 5P5 Attention : Gerry McDonald T : 905-634-0110 X517 F : NA E : [email protected]

75. Such notice shall be deemed to have been received on the date on which it was delivered or

sent by facsimile, email or courier or if mailed, on the fifth (5th) calendar day following the mailing thereof. Any party may change its contact information by giving written notice of such change to the other party.

General 76. No Waiver: No waiver by a party of any breach by the other party of any of its covenants,

agreements or obligations in this Agreement shall be a waiver of any subsequent breach or the breach of any other covenants, agreements or obligations, nor shall any forbearance by a party to seek a remedy for any breach by the other party be a waiver by the party of its rights and remedies with respect to such breach or any subsequent breach. The subsequent acceptance of any remittances from the Supplier by ONTC shall not be deemed a waiver of any preceding breach by the Supplier regardless of ONTC’s knowledge of such preceding breach at the time of the acceptance of such compensation.

77. Relationship: The Supplier is an independent contractor of ONTC. The Supplier shall not, except as ONTC may specifically authorize in writing, enter into any contracts or commitments in the name of or on behalf of ONTC, or bind ONTC in any respect whatsoever. The Supplier is not a partner, joint venturer, agent or employee of ONTC.

78. Governing Law: This Agreement shall be governed by and constituted in accordance with the laws in force in the Province of Ontario excluding any conflict of laws principles. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for


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any legal proceedings arising out of this Agreement or the performance of the obligations hereunder.

79. Severability: Should any section or part or parts of an section in this Agreement be illegal or unenforceable, it or they shall be considered separate and severable from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon ONTC and the Supplier as though such section or part or parts thereof had never been included in this Agreement.

80. Entire Agreement: This Agreement constitutes the entire agreement and understanding of the parties and supersedes any and all prior understandings, discussions, negotiations, commitments, representations, warranties, and agreements, written or oral, express or implied between them with respect to the subject of this Agreement. No amendment, variation or change to this Agreement shall be binding unless the same shall be in writing and signed by the parties.

81. Survival: In addition to those provisions which are expressly stated to survive the termination or expiration of this Agreement, the provisions of this Agreement that are by their nature intended to survive termination or expiration of this Agreement shall continue in full force and effect subsequent to and notwithstanding termination or expiration until or unless they are satisfied.

82. Counterparts and Electronic Delivery: This Agreement may be executed and delivered by facsimile or electronic transmission and the parties may rely upon all such facsimile or electronic signatures as though such facsimile or electronic signatures were original signatures. This Agreement may be executed in any number of counterparts and all such counterparts shall, for all purposes, constitute one agreement binding on the parties.

IN WITNESS WHEREOF, the parties have duly executed this Agreement.

ONTARIO NORTHLAND TRANSPORTATION COMMISSION Per ________________________ Corina Moore, President & CEO ___________________________ Donna Jaques, Counsel Date___________________________ We have authority to bind the corporation

QUESTICA INC. Per ________________________ Date___________________________ I have authority to bind the corporation.


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Schedule 1 – Services Schedule 2 Fees and Schedule


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Schedule 3 – Specifications See attached.

ONTARIO NORTHLAND TRANSPORTATION COMMISSION...

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