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REQUEST FOR PROPOSAL

Driver Simulator, Fire Services

RFP P14-100 Closing: February 18, 2014

Halifax Regional Municipality Procurement Section Suite 103, 1st Floor, 40 Alderney Dr. (Alderney Gate), Dartmouth Nova Scotia B2Y 2N5

September, 2013 NOTICE REQUEST FOR PROPOSAL P14-100 The Halifax Regional Municipality (HRM) is seeking proposals from qualified individuals/ firms to provide a driver simulator for Halifax Regional Fire Services. Two (2) copies, One (1) unbound and duly signed and one (1) in digital format on flash drive of each proposal both technical and price components for RFP # P14-100, Driver Simulator, Halifax Fire Services: Halifax Regional Municipality, Halifax, Nova Scotia will be received by Halifax Regional Municipality Procurement Section, Suite 103, 1st Floor, 40 Alderney Dr. (Alderney Gate), Dartmouth Nova Scotia, B2Y 2N5, until 2:00 P.M. local time, February 18, 2014. Proponents are advised that Canada Post does not deliver to the Procurement Office. All questions concerning the procurement process shall be directed to Stephen Terry Senior Procurement Consultant, at (902) 490-2175, Monday through Friday, 8:30 A.M. to 4:30 P.M. or E-mail to terryst@halifax.ca and those of a technical nature to Mike McCulley Phone (902) 490-4945, or E-mail to mccullm@halifax.ca@halifax.ca HRM reserves the right to reject any or all proposals and to award the contract in its entirety, or in part, whichever in its opinion best serves the interest of HRM. Anne Feist, Manager Procurement

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services TABLE OF CONTENTS INTRODUCTION 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 GENERAL INSTRUCTIONS RFP STANDARD TERMS AND CONDITIONS PROJECT BACKGROUND AND FRAMEWORK PROJECT OBJECTIVE DETAILED SCOPE OF CONSULTING SERVICES PROPOSAL SUBMISSION EVALUATION PROCESS AWARD OF PROPOSALS POST COMPLETION REVIEW

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APPENDICES:

APPENDIX A: PROPOSAL EVALUATION CRITERIA APPENDIX B: FORM OF PROPOSAL AND SIGNATURE PAGE APPENDIX C: RFP CHECKLIST

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The Halifax Regional Municipality (HRM) requires the services of a qualified vendor to provide a driver simulator for Halifax Regional Fire Services. 1.0 GENERAL INSTRUCTIONS 1.1 Instructions and the Terms of Reference The Request for Proposal document may be obtained in person or by mail from, Halifax Regional Municipality Procurement Section, Suite 103, 1st Floor, 40 Alderney Dr. (Alderney Gate), Dartmouth Nova Scotia, B2Y 2N5, or via download at https://www.novascotia.ca/tenders/tenders/ns-tenders.aspx (a) All proposals are to be submitted in accordance with Request for Proposal document. (b) All proposals are to be submitted in sealed, plainly marked envelopes. Proposals sent by facsimile or e-mail will not be accepted. (c) Additional information or clarifications of any of the instructions or information contained herein may be obtained from HRM Procurement Office. (d) Any proponent or proponents finding any discrepancy in or omission from the proposal, in doubt as to their meaning, or feeling that the proposal is discriminatory, shall notify at once HRM Procurement Office in writing within 5 days of the scheduled opening of proposals. Exceptions as taken in no way obligate HRM to change the proposal. HRM Procurement Office will notify all respondents in writing, by addendum duly issued, of any interpretations made of proposal instructions. (e) HRM will assume no responsibility for oral instructions or suggestion. All official correspondence in regard to the proposal should be directed to and will be issued by the Manager of Procurement, Halifax Regional Municipality. (f) All Proposals must be signed by an authorized signatory of the Proponent. (g) HRM reserves the right to make additional copies of all or part of the Proponents Proposal for internal use or for any other purpose required by law. (h) Proposals will be publicly acknowledged but cost proposals will NOT be publicly opened. Proponents will be advised of the results after an evaluation of all Proposals has been completed and a successful Proponent has been determined. 1.2 Added Value HRM is interested in maximizing the value of expenditures at it relates to achieving additional value that would further benefit HRM and its operation, as well as its community of citizens and their tax based funding. As such, bidders are encouraged to consider, develop and propose added value concepts, programs, components and the like that would further enhance the proposed acquisition represented in this solicitation request. 1.3 Addenda

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Proponents are responsible to ensure that they are aware of and have complied with any addenda issued by visiting the Nova Scotia Public Tenders Website. Responding to this RFP may require the acknowledgement of a specific addendum or multiple addenda as part of the submission. Acknowledgement requirements, whether optional or mandatory, will be defined in the addendum. The proponent must monitor for any addenda that may be issued during the full open period of the RFP. Addenda shall be posted on the Nova Scotia Public Tenders website and it is the sole responsibility of the respondent to ensure that any addendums are read, understood, and where necessary, acknowledged. 1.4 Currency and Taxes Prices are to be quoted: - In Canadian dollars; - Inclusive of duty, where applicable; - Exclusive of HST. 1.5 Disputes In cases of dispute as to whether or not an item or service quoted or delivered meets proposal requirements, the decision of HRM, or authorized representatives, shall be final and binding on all parties 1.6 Eligibility Prospective proponents are not eligible to submit a proposal if current or past corporate and/or other interests may in the opinion of HRM, give rise to conflict of interest in connection with this project. Proponents are to submit with their proposal documents any issue that may constitute a conflict of interest violation for review by HRM. HRMs decision on this matter will be final. No contract will be awarded except to responsible proponents capable of providing the services contemplated. Proponents must be primarily engaged in providing the services as outlined in this Request for Proposal. Proponents must have a comprehensive understanding in the areas listed in this Request for Proposal. Understanding and previous experience in all aspects of similar projects is very essential criteria in the qualifying process. Proponents shall have a proven record of having provided this service requirement. HRM reserves the right to check all client contacts furnished and consider the responses received in determining the award of this proposal. The proponents personnel and management to be utilized in this service requirement shall be knowledgeable in their areas of expertise. HRM reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The proponent must be currently in service of providing the work associated with this project and have been engaged in this field. A proposer must be either the manufacturer of the simulator proposed, or the authorized agent of such manufacturer. The manufacturer must certify that the simulator offered in its proposal has been designed,

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manufactured, assembled and tested for simulated fire truck training purposes and is suitable for a mobile installation application. Simulators will be acceptable only if they are manufactured by a person, firm or corporation which: a) has adequate experience in the manufacture and sale of fire truck simulators in the Canadian market; b) has in operation a manufacturing plant adequate to assure delivery of the simulator within the time specified under the Contract; c) has adequate engineering and service personnel to satisfy any engineering or service problems which may occur during the life of the simulator; d) has the necessary facilities and financial resources to complete the Contract in a satisfactory manner within the required time; and e) has available a source of supply of spare and replacement parts for the simulator proposed, and will assure a source of supply of spare and replacement parts for a minimum of ten years. The HRM may request proposers to submit supporting documentation regarding the aforementioned qualifications at any time prior to award of the Contract. Manufacturers must acquaint themselves with the operating and environmental conditions experienced within the HRM to ensure they have provided the adequate specifications for a mobile application including but not limited to temperature, road conditions, and humidity. 1.7 Exceptions The proponent shall furnish a statement on company letterhead clearly identifying and giving complete description of all exceptions to the terms, conditions and specifications. Failure to furnish the statement will indicate that the proponent agrees to meet all requirements of the Request for Proposal and that if a contract is awarded, the successful proponent for this RFP agrees to enter into a purchase agreement with HRM which binds the proponent to all terms and conditions and deliverables as stated in this document and its appendices. The HRM reserves the right to reject any proposal that is in conflict with the Municipalitys Standard Terms and Conditions. 1.8 Existing Conditions Each proponent must completely satisfy themselves as to the exact nature and existing conditions of the requirements and for the extent and quality of work to be performed. Failure to do so will not relieve the successful proponent of their obligation to carry out the provisions of the contract. 1.9 Grounds for Disqualification The proponent shall direct all questions regarding this RFP or the Project to the individuals identified in this document. Any attempt on the part of the Proponent or any of its employees, agent, contractors or representatives to contact any of the following persons with respect to this RFP or the Project may lead to disqualification:

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(a) any member of the evaluation team (except those mentioned in this document) or any expert advisor to them; (b) any member of Council; and (c) any member of HRM staff 1.10 Information Session N/A Period of Submission Validity Proposals will be binding 120 calendar days: Unless otherwise specified, all formal proposals submitted shall be irrevocable for 120 calendar days following proposal opening date, unless the respondent(s), upon request of the Purchasing Section, agrees to an extension. Proponents Expenses Proponents are solely responsible for their own expenses in preparing, delivering or presenting a proposal and for subsequent negotiations with HRM, if any. Public Information By submitting a proposal, the proponent agrees that HRM may disclose the following sections of the proposal without notification to the proponent: Appendix B: Form of Proposal Proponents fixed firm total fee Questions The proponent is responsible for obtaining any needed clarification of the RFP requirements, while the RFP is open. Questions should be directed in writing to the contacts identified in this document. Email is the preferred method of contact. Verbal questions and responses that are not later confirmed in writing will not be considered an official response. Questions and responses that are deemed to materially affect the RFP requirements, project scope, time lines, etc. or to be of interest to all prospective proponents may be made available via Addenda at the sole discretion of the HRM Reservations HRM reserves the right to reject or accept any or all proposals or parts of proposals, when in this reasoned judgment, the public interest will be served thereby. HRM may waive formalities or technicalities in proposals as the interest of HRM may require. HRM may waive minor differences in the proposal provided these differences do not violate the proposal intent.

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Headings. The division of this Contract into Articles and Sections and the insertion of the recitals and headings are for convenience of reference only and shall not affect the construction or interpretation of the Contract. Currency All transactions referred to in this Contract will be made in lawful currency of Canada. Singular, plural, gender and person Wherever in this Contract the context so requires, the singular number shall include the plural number and vice versa and any gender used shall be deemed to include the feminine, masculine or neuter gender and person shall mean an individual, partnership, consortium, corporation, joint venture or other entity or government or any agency, department or instrumentality thereof and vice versa. Time Time is of the essence of the Contract. Expiry of Time Period In the event that any date on which any action is required to be taken under this Contract is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day unless otherwise provided in this Contract. Accounting Terms All accounting terms not specifically defined shall be construed in accordance with Canadian Generally Accepted Accounting Principles. Governing Law This Contract is and will be deemed to be made in Nova Scotia and for all purposes will be governed exclusively by and construed and enforced in accordance with the laws prevailing in Nova Scotia and the laws of Canada applicable therein. Precedence of Documents In the event of any ambiguity, conflict or inconsistency among any of the provisions of the Contract then the provisions establishing the higher quality manner, or goods and services supplied, using the more stringent standards, with the intent that the provisions which produce the highest quality with the highest level of goods and services, safety, reliability and durability shall govern. Advertisement

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The Contractor will not use the name of HRM or any contents of this document in any advertising or publications without prior written consent from HRM. 2.10 Adverse Material Changes In the event of an adverse material change in the HRM Capital or Operating budgets, HRM reserves the right to cancel or reduce its contractual obligations without penalty. Amendment, Waiver or Modification This Contract may not be amended except by a Change Order or by a written instrument signed by HRM. No indulgence or forbearance by HRM shall be deemed to constitute a waiver of its rights to insist on performance in full and in a timely manner of all covenants of the Contractor, and any such waiver, in order to be binding upon HRM, must be expressed in writing and signed by HRM and then such waiver shall only be effective in the specific instance and for the specific purpose for which it is given. Authority The Contractor warrants it has full power and authority to enter into and perform its obligations under this Contract and the person signing this Contract on behalf of the Contractor has been properly authorized and empowered to enter into such Contract. The Contractor further acknowledges that it has read all of the terms, conditions and provisions of this Contract and understands all provisions thereof and agrees to be bound thereby. Business Registration Prior to award of the contract the vendor is required to be registered to conduct business in the Province of Nova Scotia. Changes to Scope of Service HRM shall have the right to change the scope of Services provided by the Contractor by Change Order including changes in Service standards, increasing or reducing the frequency, level or quality of Services, adding, reducing or deleting Services at any facility and adding, deleting or change facilities, sites or locations of Services provided. The Contract Price will be adjusted to reflect any change in the scope of Services. The amount of any reduction or increase in the Contract Price shall be determined by the HRM and the Contractor by taking into account any reduction or increase in capital or labour costs based on the pricing methodology, rates, and costs for the Services set forth in the Contractors proposal. If HRM and the Contractor are unable to agree on the appropriate reduction or increase in the Contract Price the matter shall be referred for resolution pursuant to the dispute resolution provisions of this Contract. HRM shall not be liable to the Contractor for any loss (including loss of anticipated profit) or damage of any nature arising out of any reduction or deletion in Services. The Contractor shall not be entitled to be paid for any Services not

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expressly provided for within the scope of the Services or not covered by a duly authorized Change Order. 2.15 Clear Title The Contractor warrants clear title to materials/equipment supplied by them and will indemnify and hold HRM harmless against any or all lawsuits, claims, demands and/or expenses, patent litigation, infringement, material or material mens or labourers liens, or any claims by third parties in or to the commodities mentioned and supplied by the Contractor. Conflict of Interest The Contractor and its employees shall take all reasonable steps to ensure avoidance of all direct or indirect conflicts of interest between any of their individual interests and those of HRM. If the Contractor or any one of its personnel becomes aware of any reasonable possibility of any such conflicts, then the Contractor shall promptly disclose to HRM the facts and circumstances pertaining to same. Contractor Performance HRM wants to ensure the Contractor provides high quality performance during the Contract period. Measurement factors include but are not limited to; quoted on-time delivery of products including fill rates on committed volume contracts; response times; financial impact to support the required delivery dates; the acumen of sales representative; the level of sales support; Contract management responsibilities; problem solving capabilities; respect for HRM policies; ethical conduct and other attributes of leading organizations. Contractors Personnel The Contractor is solely responsible for all aspects of employment and labour relations in connection with its workforce. The Contractor is the employer of its workforce and such employees are not employees or agents of HRM. All such employees shall be under the direct management and sole supervision of the Contractor. No employment relationship is created between the Contractor or any of the employees and HRM. The Contractor shall be responsible for all payroll functions and shall pay in a timely manner all salaries and benefits, taxes, employment insurance premiums, Canada Pension Plan premiums or contributions, Workers Compensation Act assessments and any other assessments or contributions of any kind or nature whatsoever that are payable to any governmental authority in respect of the Contractors employees. It is the express mutual understanding and intention of the Contractor and HRM that the Contractor is not a successor to, or common employer with the HRM and nothing in the Contract shall be construed, interpreted, understood or implied contrary to that mutual intention and understanding. Contractors Taxes

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The Contractor shall pay when due all taxes, rates, duties, assessments and license fees that may be payable by the Contractor under applicable law or levied, rated, charged or assessed by any governmental authority in respect of the provisions of the Services to HRM. 2.20 Contractor Safety Management Policy 2.21.1 The proponent shall: a) Comply with all health and safety and environmental legislation in the performance of this contract and to practice the principles of proactive Due Diligence. b) Maintain a safe and healthy work environment during the performance of this contract. c) ensure compliance with the provisions of HRM Contractor Safety Management Policy as found on HRM's web site at www.halifax.ca/procurement 2.21.2 The Proponent shall a) Comply with all health and safety and environmental legislation and any HRM policy or procedure applied to or applicable to this contract is a condition of the contract. b) Permit HRM to audit or inspect my/our health and safety and environmental records during the term of the contract and upon its conclusion and to co-operate fully with any such audit or inspection. 2.21.3 The Proponent shall agree: 21.3.1 that HRM may address contractor safety deficiencies in the following progressive steps: a) The problem will be identified to the Proponent, (site supervisor). b) The Proponents head office will be contacted about the problem, orally and followed up in writing. c) The Contract may, at the discretion of HRM, be suspended or terminated and/or payment withheld by HRM. d) If required to do so by legislation, HRM will immediately report the problem to the appropriate regulatory authority 21.3.2 that depending upon the nature and/or seriousness of the deficiency HRM reserves the right to bypass any or all of the steps described in subsection 21.3(1) The Proponent shall acknowledge they have read the HRM Contractor Safety Management Policy as found on HRM's web site at www.halifax.ca/procurement and that the proponent understands and shall undertake to adhere to the terms of this Policy and to co-operate with HRM in its efforts to ensure compliance thereunder. 2.21 Copyright

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The Contractor expressly warrants that the goods and/or work to be furnished and the productions thereof do not and will not infringe any patent, copyright or industrial design and that the Contractor shall, at its own expense, defend any suit that may arise in respect hereto and hold harmless and indemnify HRM against all claims, demands, costs, charges and expenses arising from or incurred by any such infringement. 2.22 Costs The Contractor shall be responsible for paying its own costs and expenses incurred in connection with the negotiation, preparation and execution and delivery of this Contract. Criminal Records Check The Contractor shall ensure that their workers or subcontractors have security clearance, obtained from HRM Police Services, to work in any HRM buildings and properties. The Contractor shall ensure that their workers or sub-contractors have security clearance obtained from Child Abuse Registry, Children Services, Province of Nova Scotia for all HRM buildings and properties. If this security clearance is not available, the reason for unavailability must be clearly stated, and may be ground for non-inclusion at the discretion of the HRM. Employee Qualifications The Contractor shall ensure its employees are competent to perform the Services and are properly qualified, trained and supervised in keeping with the qualification, training and supervision provided by a reasonably prudent Contractor of similar services in a public environment. Employee Conduct The Contractor shall require all of its employees performing Services to adhere to all existing and future HRM policies with regard to harassment, workplace conduct and other policies of a like nature. The Contractor shall ensure its employees do not have any contact with staff other than in the normal course of providing Services and at no time shall such contact be inappropriate. The Contractor shall ensure that any employees who do not meet the standards required by this Contract do not provide Services at any Facilities and are promptly removed from the work site. Failure to comply with these provisions constitutes a material breach of the Contract entitling HRM to immediately terminate the Contract. Entire Agreement This Contract together with any portion of the proposal expressly incorporated herein by reference constitutes the entire agreement between the parties and supersedes all prior negotiations and discussions. The parties confirm and acknowledge that there are no collateral agreements, representations or terms affecting or forming part of this Contract other than as set forth herein.

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Exchanges No exchanges will be made without authority from HRM. Extension of Services HRM may, at their option, upon not less than thirty-days (30-days calendar) written notice to the Contractor, extend the scope of the Contract to any other agency, board or commission governed by or affiliated with HRM on the same terms contained in the Contract. Firm Pricing Pricing shall be fixed for the duration of the Contract and shall not be subject to adjustment unless expressly provided for in the Contract. Force Majeure If HRM or the Contractor fails to perform any term of the Contract and such failure is due to an Event of Force Majeure, that failure will not be deemed to be a default under the Contract. The party affected by an Event of Force Majeure will immediately notify the other party and will take all reasonable steps to minimize the extent and duration of the Event of Force Majeure and the period of all delays resulting from the Event of Force Majeure will be excluded in computing the time within which anything is required or permitted by such party to be done under this Contract, it being understood and agreed that the time within which anything is to be done under this Contract will be extended by the total period of all such delays. During the Event of Force Majeure requiring suspension or curtailment of a partys obligation under this Contract, that party will suspend or curtail its operations in a safe and orderly manner. Event of Force Majeure means any cause beyond the control of HRM or the Contractor which prevents the performance by either party of any of its duties, liabilities and obligations under this Contract not caused by its default or act of commission or omission and not avoidable by the exercise of reasonable effort or foresight by that party including explosion, fire, casualty or accidents, epidemics, cyclones, earthquakes, floods, droughts, war, civil commotion, acts of Queens enemies, blockade or embargo, and acts of God but excluding lack of or insufficient financial resources to discharge and pay any monetary obligations and excluding increases in commodity prices, inability to obtain labour, equipment or materials, strikes, lockouts or other labour disputes. Further Assurances The parties shall, with reasonable diligence, hold all meetings, perform all acts, execute and deliver all documents and instruments, do all such things and provide all such reasonable assurances as may be reasonably necessary or desirable to give effect to the provisions of this Contract. Improvements and Efficiencies

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The Contractor shall at its cost continuously develop and implement improvements and efficiencies in the performance of its Services through improved familiarity with the environment, redeployment of resources, workload balancing, lowering unit costs through utilization of shared equipment, simplified and streamlined processes, lower carrying and delivering charges and other strategies. The Contractor will identify all potential performance, improvements and efficiencies to HRM and shall at the same time provide HRM with a calculation of the corresponding savings to the Contractor and the costs of providing such Services. HRM will assess whether the proposed performance improvements and efficiencies may be carried out without compromising the service standards and if HRM approves same, the Contractor will implement such improvements and efficiencies for the benefit of HRM. 2.33 Independent Contractor The parties are independent contractors. The Contract does not create or establish any relationship as partners, joint venturers, employer and employee, master and servant or principal and agent. Independent Legal Counsel The Contractor confirms it has obtained independent legal advice in entering into this Contract. Insurance If requested at any time by HRM, the proponent will be required to provide General Liability Insurance in a form acceptable to HRM, with HRM as a named party. The amount of coverage will be $2,000,000. If requested at any time the Contractor shall provide proof of Professional Errors and Omissions Insurance for all design professionals (such as architects, landscape architects or engineers) who provide the Proponent with signed stamped drawing or calculations. Such insurance shall have limits not less than $2,000,000 each claim with respect to negligent acts, errors and omissions, and any deductible may not exceed $50,000 each claim. The Proponent shall obtain such insurance when the Proponent subcontracts for any work from such a design professional, and prior to the submittal of Construction Documents. Any design professional required to obtain professional liability insurance must maintain proof of insurance for the term of this Agreement. If requested at any time by HRM, the Proponent shall provide automobile liability insurance in respect to owned licensed vehicles subject to limits of not less than Two Million Dollars ($2,000,000) inclusive. If requested at any time by HRM, the Proponent shall provide automobile liability insurance in respect to non-owned licensed vehicles subject to limits of not less than Two Million Dollars ($2,000,000) inclusive. If the Proponent is legally obliged to be covered by Workers Compensation and Health and Safety regulations, the Proponent shall provide evidence of his coverage and that the premiums have been paid and are up-to-date. Proponent

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shall also be responsible for obtaining and providing evidence that any Subcontractor is also covered as required by law. 2.36 Integration All proposals received shall become the property of HRM. This Request for Proposal document, the proponents response to this solicitation, and subsequent purchase order(s) to the successful proposal contain the entire understanding between parties, and any additions or modifications hereto may only be made in writing executed by both parties Intellectual Property Infringement and Royalties The Contractor represents and warrants that, to the best of its knowledge, neither it nor HRM will infringe any third party's intellectual property rights in performing or using the Work, and that HRM will have no obligation to pay royalties of any kind to anyone in connection with the Work. If anyone makes a claim against HRM or the Contractor concerning intellectual property infringement or royalties related to the Work, that Party agrees to notify the other Party in writing immediately. If anyone brings a claim against HRM, the Contractor agrees to participate fully in the defence and any settlement negotiations and to pay all costs, damages and legal costs incurred or payable as a result of the claim, including the amount of any settlement. Both Parties agree not to settle any claim unless the other Party first approves the settlement in writing. The Contractor has no obligation regarding claims that were only made because: HRM modified the Work or part of the Work without the Contractor's consent or used the Work or part of the Work without following a requirement of the Contract; or HRM used the Work or part of the Work with a product that the Contractor did not supply under the Contract (unless that use is described in the Contract or the manufacturer's specifications); or the Contractor used equipment, drawings, specifications or other information supplied to the Contractor by HRM (or by someone authorized by HRM); or the Contractor used a specific item of equipment or software that it obtained because of specific instructions from HRM; however, this exception only applies if the Contractor has included the following language in its own contract with the Contractor of that equipment or software: "[Contractor name]acknowledges that the purchased items will be used by HRM. If a third party claims that equipment or software supplied under this contract infringes any intellectual property right, [Contractor name], if requested to do so by either [Contractor name] or HRM, will defend both [Contractor name] and HRM against that claim at its own expense and will pay all costs, damages and legal fees payable as a result of that infringement." Obtaining this protection from the Contractor is the Contractor's responsibility and, if the Contractor does not do so, it will be responsible to HRM for the claim.

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If anyone claims that, as a result of the Work, the Contractor or HRM is infringing its intellectual property rights, the Contractor must immediately do one of the following: take whatever steps are necessary to allow HRM to continue to use the allegedly infringing part of the Work; or modify or replace the Work to avoid intellectual property infringement, while ensuring that the Work continues to meet all the requirements of the Contract; or take back the Work and refund any part of the Contract Price that HRM has already paid. If the Contractor determines that none of these alternatives can reasonably be achieved, or if the Contractor fails to take any of these steps within a reasonable amount of time, HRM may choose either to require the Contractor to take whatever steps are necessary to acquire the rights to use the allegedly infringing part(s) of the Work itself, in which case the Contractor must reimburse HRM for all the costs it incurs to do so. 2.38 Invoices Invoices shall match the Purchase Order sequence of items listed. Contractors are to send invoices in duplicate, at the following address: Halifax Regional Municipality P.O. Box 1749, Halifax, Nova Scotia B3J 3A5 Attn: Accounts Payable The invoice must show the authorized purchase order number, itemized list of services being invoiced for and a Contractor contact name and phone number for invoice problem resolution should the need arise. Agreed charges for freight, postage, insurance, crating or packaging, etc. must be shown as separate line item on the invoice(s). HST must also be shown as separate line items on the invoice. Contractors also agree to support and assist HRM will not be considered in default of payment terms if the payment process is delayed due to incorrect pricing. HRM administers its payables via an electronic payment process. Payments for this solicitation and following contract will be administered via the electronic payment process. Upon award, the Contractor must send payables information to hrmaplink@halifax.ca HRM is interested in taking advantage of any discounts allowed for prompt payment of invoices. Liability Following Termination In the event of early termination of the Contract by HRM in accordance with the terms of the Contract, the Contractor agrees that HRM shall not be liable to the Contractor for any loss (including loss of anticipated profit), or damage of any nature including any special, incidental, direct, indirect or consequential damages arising out of such early termination. HRM shall not be under any obligation to

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the Contractor save and except for the payment of such goods as may have been delivered to HRM and such Services as may have been performed in accordance with the terms of the Contract up to the date of termination. 2.40 Liability and Indemnity If the contract is awarded, the successful Proponent will hold harmless, indemnify and defend HRM, its Officers, Officials, Employees, Agents and Volunteers from and against any claim or loss howsoever caused, including, actions, suits, liability, loss, expenses, damages and judgments of any nature, including reasonable costs and attorneys fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the successful Proponents acts or those of their subcontractor (s), Contractor (s), licensee (s), anyone directly or indirectly employed by any one of them or anyone for whose acts any of them is liable and for any of their errors or omissions in the performance of this Contract. The successful Proponents obligation under this provision will not extend to injury, sickness, disability, death or damage caused by or arising out of the sole negligence of HRM, its Officers, Officials, Employees, Agents or Volunteers. With regard to any claim against HRM, its Officers, Officials, Employees, Agents and Volunteers by any employee of the successful Proponent, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Section will not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the successful Proponent or subcontractor under Workers Compensation Acts, Disability Benefit Acts or other Employee Benefit legislation. The successful Proponents obligations under these provisions include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the successful Proponent, their employees, agents or subcontractors. Relative to acceptance of contracted property or work completed under contract by HRM, any property or work to be provided by the successful Proponent under this Contract will remain at their risk until they are provided with written acceptance by HRM. The successful Proponent will replace at their expense, all property or work damaged or destroyed by any cause whatsoever. The successful Proponents obligation under this Section will survive the expiry or early termination of this Contract. License and Registration The Contractor shall have obtained licenses where required by legislation. The Contractor shall comply with all applicable laws of any governmental authority having jurisdiction which is either expressly or by implication applicable to the provision of the Services.

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Limit of Force Majeure If an Event of Force Majeure prevents the Contractor from providing Services at any facility for a period of one or more days, HRM may thereafter without incurring any liability to the Contractor on notice to the Contractor, either suspend in whole or in part the performance of further Services on a facility by facility basis or for all facilities or terminate this Contract with respect to the affected Services, or if all Services are prevented, the entire Contract. In the event of such suspension, the Contractor agrees it will vacate the affected site(s) along with all of its employees and equipment until such period of time as HRM may determine and HRM shall have the right to obtain substitute Services from a third party or through its own forces at its sole discretion for the duration of such period of suspension. In the event of such termination, HRM shall be entitled to a refund of all prepaid costs related to the Services prevented by the Event of Force Majeure. Monitoring Service Standards The Contractors adherence to the required Service standards will be monitored by HRMs through a number of means including without limitation, observation, monitoring of progress towards targets, periodic audits including joint audits and audits by an independent third party acceptable to the HRMs and the Contractor. Deficiencies in service standards, depending upon their severity and frequency, may result in the application of predefined and pre-agreed financial penalties if same are agreed upon by HRM and the Contractor prior to commencement of the term. The Contractor acknowledges that HRM requires that Services be provided at continuous levels in accordance with the Service standards notwithstanding any work stoppage by the Contractors employees or any labour dispute and that the rights of suspension and termination under this Contract are reflective of this requirement. Notices All notices, consents or other communications other than day-to-day communications, provided for under this Contract shall be in writing and shall be deemed to have been duly given and to be effective, if mailed three (3) Business Days after being deposited in the post as registered, postage prepaid, return receipt requested, addressed as follows and if delivered or sent by facsimile communication on the date of delivery or sending by facsimile to the parties at the respective addresses specified in the RFP and proposal or at such other address as the party to whom the notice is sent shall have designated in accordance with the provisions of this Section. Parking The Contractor and its employees will be required to make their own parking arrangements. Where parking is available at any HRM facilities the Contractor and its employees will be required to pay for parking if necessary at the normal rates established for members of the public parking at such facilities.

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Patents The Contractor expressly warrants that the goods and/or Services to be furnished and the production or sale, does not and will not infringe any patent or industrial design process. Permits and Licensing The Contractor covenants and agrees to be responsible, at its sole cost and expense, for obtaining and maintaining throughout the term of the Contract all required permits, approvals and licenses which are or may be required by law in connection with the provision of the goods or services and shall comply and shall require all of its employees, agents and sub-Contractors to comply with all applicable law of any governmental authority having jurisdiction. Privacy HRM is subject to the Freedom of Information and Protection of Privacy provisions contained within the Municipal Government Act at Part XX. This can be found online at: http://www.halifax.ca/irm/Leg.html. Any document submitted to the Municipality in response to this Request for Proposals is subject to this legislation and Respondents should be aware that any member of the public is entitled to request a copy of the document. In response to such a request, HRM may be required to disclose some or all of the information in accordance with the criteria set out in the legislation, including sections 462, 480 and 481(1). HRM is also subject to the Personal Information International Disclosure Protection Act. This can be found online at: http://www.halifax.ca/irm/Leg.html. The Act creates obligations for HRM and its service providers when personal information is collected, used or disclosed. Requirements include limiting storage, access and disclosure of personal information to Canada, except as necessary or otherwise required by law. Protection of Personal Information In compliance with section 5(1) of the Personal Information International Disclosure Protection Act (PIIDPA), HRM is required to ensure that any person information in its custody or control, which includes personal information that may be held by any of its service providers, is stored and accessed only within Canada, unless the storage of or access to the information outside of Canada is to meet the necessary requirements of its operations. The respondent, if successful, will become the service provider and will be subject to this legislation. As such, the respondent must clearly identify whether they are able to meet the PIIDPA requirements of storage of and access to personal information only within Canada. The proposed solution must not permit the collection, use and/or disclosure of any personal information (as defined by section 461(f) of the Municipal Government Act) without the consent of the individual. In the event that the Canadian vendor is acquired by a non-Canadian company, the Canadian vendor would no longer comply with the requirements of PIIDPA.

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Prior to the completion of any such acquisition, the Canadian vendor shall notify HRM of the proposed acquisition. The Canadian vendor agrees, at no cost to HRM and upon reasonable notification from HRM, to provide to HRM all HRM data in electronic format, and to completely purge all HRM data, including backups, from the Canadian vendors possession prior to the completion of the acquisition. A certificate from an independent third party verifying that all data, including backups, has been purged shall be provided to HRM prior to the acquisition of the Canadian vendor by a non-Canadian company. Acceptable third parties include professional accountants, certified auditors and IT professionals. 2.50 Quality Assurance Plan Where required by HRM the Contractor shall develop, provide to HRM and maintain in effect throughout the term a quality assurance plan acceptable to HRM which will provide a coordinated systematic approach to quality that will measure and assess the structure, process and performance of Services and will insure deficiencies are corrected before the level of Service becomes unacceptable to HRM. The Contractor will implement any changes in its quality assurance plan that may be required for the Contractor to meet or exceed the Service standards and will make any adjustments to its quality assurance plan as may reasonably be required by HRM from time to time to ensure the Contractors performance requirements are met. Quality Assurance Reports Where required by HRM the Contractor shall provide the HRM on a monthly basis or at other such times as HRM may require, a comprehensive report detailing adherence to the Services standards, quality monitoring scores, quality assurance plan activity and other matters relating to the Contractors performance as may be reasonably be requested by HRM from time to time. Security Requirements Only employees of the Contractor specifically assigned to perform the Services will be allowed to enter the facilities. Where required by the HRM, the Contractor shall ensure that all sub-Contractors and service representatives that enter the facilities are reported to the HRMs representative so that HRMs representative will be aware of who is on the site and the duration of the site visit. The Contractor shall comply with all relevant HRM policies relating to building security and card access systems and shall be held responsible for any loss of security due to the misuse or loss of keys and/or access cards. Services The Contractor shall provide continuous and uninterrupted Services in accordance with the Service standards, requirements, terms and conditions of the Contract. Such Services shall be performed to a standard of care, skill and diligence maintained by persons providing on the highest professional standard, similar services. Should any Services or materials be required for the proper performance

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of the Contract which are not expressly or completely described in the Contract and are reasonably associated with or necessary for the proper and timely performance and provision of the Services, then such Services or materials shall be deemed to be implied and required by the Contract and the Contractor shall furnish them as if they were specifically described in the Contract as part of the Services. 2.54 Set-off HRM shall be entitled at all times to set-off against any amount due or owing to the Contractor by the HRM under the Contract any amount or amounts for which the Contractor is or may be liable by virtue of the Contractors failure to comply with any statutory or regulatory requirement, duty or obligation arising out of or relating to the performance of the Contract. HRM shall also have the right to withhold any payment which relates to that portion of the Services which have not been provided by the Contractor in accordance with the terms of the Contract until such time as the dispute is resolved. Subcontracting The Contractor will not assign this Contract or any part thereof or enter into any subcontract for any or all of the Services without the prior written consent of HRM, which consent may not be arbitrarily and unreasonably withheld. Approval by HRM of a subcontractor shall not relieve the Contractor of its obligations under the Contract except to the extent those obligations are in fact properly performed. In the event HRM approves a subcontractor the Contractor shall secure compliance and enforce at its own expense for the benefit of HRM, each of the Contractors contracts with subcontractors. Nothing contained in this Contract shall create any contractual relationship between the subcontractor and HRM. The Contractor agrees to bind every subcontractor to the terms and conditions of the Contract which are appropriate and applicable to the work to be performed by the subcontractor and the Contractor shall be fully responsible to HRM for the acts and omissions and errors of all subcontractors and of persons directly or indirectly employed or contracted by them and for coordinating activities of the approved subcontractors. HRM, acting reasonably shall be entitled to impose any term or condition in connection with any approval of any proposed assignment or subcontract in order to ensure the continued and effective provision of goods or services to the HRM. Subcontracting to any firm or individual whose current or past or other interests may, in HRMs opinion, give rise to a conflict of interest in connection with the Contract will not be permitted. The contractor is required to provide to HRM the names of any subcontractors and activities to be performed. Substitute Services If HRM choose to obtain substitute Services due to service delays or disruption, the Contractor must reimburse HRM for the difference, if any, between the charges incurred by HRM for the substitute services and the charges specified in the Contract that the HRM would owe if not for the service delay and disruption.

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If the HRM decide to permanently use the substitute service from a third party the Contract Price will be adjusted accordingly. 2.57 Supplies, Materials and Equipment The Contractor shall at its expense provide all materials, supplies and equipment for the performance of the Services. No substitute or alternate products or equipment will be used unless agreed to by HRM. All equipment, supplies and materials used by the Contractor shall be in good working order and free from defects. All machinery and electrical devices used shall conform to CSA standards and bear CSA approval labels. All costs of approval to obtain the required certification will be the sole responsibility of the Contractor. Survival All obligations of the Contractor which by their terms are intended or are appropriate to survive the termination of the Contract shall survive the cancellation, termination or expiration of the Contract. Suspension of Services In any circumstance where HRM is of the view that the Services as performed by the Contractor are either not in accordance with the requirements of the Contract or pose any unacceptable risks to the safety of HRM staff or the public, HRM may without incurring any liability to the Contractor immediately suspend in whole or part performance of further Services on a facility by facility basis or for all facilities on written notice to the Contractor for such a period of time as HRM may determine in which case HRM agrees it will vacate HRM facilities along with its employees and equipment until such period of time as HRM may determine. Taxes HRM will pay any HST payable in respect of the various goods and services provided by the Contractor in accordance with the requirements under the Excise Tax Act (Canada). Term of Contract The Contract commences on the date(s) specified as part of the Contract. Termination for Convenience HRM may terminate a contract, in whole or in part, if determined that such a termination is in its best interest, without showing cause, upon giving written notice to the proponent. HRM shall pay all reasonable costs incurred by the proponent up to the date of termination. However, in no event shall the proponent be paid an amount which exceeds the bid price for the work performed. The proponent shall not be reimbursed for any profits which may have been anticipated but which have not been earned up to the date of termination.

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Termination for Default: When the proponent has not performed or has unsatisfactorily performed the contract, HRM may terminate the contract for default. Upon termination for default, payment will be withheld at the discretion of HRM. Failure on the part of the proponent to fulfill the contractual obligations shall be considered just cause for termination of the contract. The proponent will be paid for work satisfactorily performed prior to termination, less any excess costs incurred by HRM in reprocuring and completing the work. Transfer of Ownership Upon HRMs receipt and approval of the deliverable, all reports and supporting documents will become the exclusive property of HRM. Value Added Services The Contractor shall provide HRM with any value added services described in its proposal. Such value added services shall be provided to HRM at no charge. Waiver A waiver of a breach or default under the Contract shall not be a waiver of any other breach or default. The failure of a party to enforce compliance with any term or condition of the Contract shall not constitute a waiver of such term or condition. Warranties The Contractor warrants that all Services will be performed with reasonable care, diligence and skill and at least in accordance with the standards of care generally practiced by competing Contractors of similar services. The Contractor further warrants the goods or equipment supplied and work and/or services performed under this Contract will conform to the specifications herein, are free from defects and/or imperfections, are merchantable and fit for the purposes for which they are ordinarily employed, and are available for delivery to HRM at the time of submission of the Contractors proposal. The Contractor shall be liable for all damages to HRM and employees incurred as a result of any defect or breach of warranty contained in this Contract. The Contractors warranty shall extend for no less than a period of twelve (12) months after the goods, equipment, or Services are delivered and accepted by HRM and applied to their intended use.

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Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services 3.0 3.1 PROJECT BACKGROUND AND FRAMEWORK Project Background

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3.1.1. It is the intent of the Halifax Regional Municipality (HRM) to purchase a Mobile Fire Truck Driver Training Simulator as described in the attached specifications, to provide training for its Fire & Emergency operations staff. The supply and installation of the simulator and required infrastructure will be dependent on the procurement of the transporting vehicle procured by HRM to meet the specifications supplied within this proposal. 3.1.2 Objectives/Critical Path

3.1.3 Requirements The equipment offered under this proposal shall be of North American manufacture and assembly and equipment other than new will not be considered responsive to these requirements. The proposer must be a manufacturer, a factory branch, or an agent engaged in the business of selling, dealing in and servicing the equipment bid upon and must maintain a full stock of parts and service. Proposals will be considered on units other than North American manufacture provided service and parts are available in the local area. The proposer is responsible for familiarizing himself with the Halifax Regional Municipality (HRM) to ensure the simulator proposed is compatible with its intended use. 3.1.3 Specifications Any deviation from the detailed technical specifications in Section 6 (and its subsections) of this RFP must be shown in the column provided. If no deviations are shown, it will be considered that equipment proposed meets or exceeds specifications called for. Any equipment supplied against this RFP is subject to inspection upon receipt and will be rejected and returned if specifications are not met completely. 3.1.4 Delivery Constraints The vehicle that the simulator is to be installed in, will be delivered to the up fit location provided by the proposer, by the supplier of the vehicle. Once the simulator installation is complete the vehicle will be delivered to HRM by the vehicle provider. Proponents shall include in their schedule the number of days that are required for full installation and delivery to HRM from the date of delivery to the upfit location. Liquidated damages of $300 per day shall be imposed for any late deliver based on this schedule. 3.1.5 Training/Tooling

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The Contractor must provide training at the property of the HRM, for all levels of staff, on any new component and/or new technology not presently used by the HRM. The contractor will provide a list of available training provided, and costs associated for their product and for any sub-assemblies where vendors provide product specific training. The Contractor is to also provide a list of any specialized tooling required to maintain and repair the simulator offered. The HRM will chose from the proposed list any training and tooling deemed necessary that may be required. 3.2 Project Framework After award to the successful proponent, HRM will tender a suitable vehicle based on the requirements of the solution. The successful bidder for the vehicle shall deliver the prepared vehicle to the simulator provider for installation of all required equipment and software. Objective To obtain a successful and user friendly simulator/vehicle solution for Halifax Fire Services trainees and staff. Detailed Scope of Services Project Management: The Proponent will be required to undertake, but not limited to, the following tasks: Designate in their proposal, a project manager. All coordination for services with HRM and the successful proponent shall be the responsibility of the project manager. The project manager shall ensure that any substitutions in proponent team personnel are approved by the HRM project manager. Report to HRM through a review process and meetings at various stages of the work program. The work progress shall be measured against a defined budget and work schedule. HRM recognizes that project management is an essential part of this project, therefore a regular progress report is required to be submitted and consist of the actual schedule achieved overlaid on the original base schedule submitted by the proponent at the start up meeting. For instances where the schedule has not been achieved a brief written explanation as to why shall be included. The progress report can be submitted either as a hard copy or as an attachment to an electronic e-mail. The successful proponent shall participate in weekly verbal updates with the HRM Project Manager. Meet; liaise with regulatory bodies, stakeholder groups, other levels of government,

4.0

5.0 5.1

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services and members of the community, as required.

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Provide copies to HRM of all correspondence related to the project including agreements reached on behalf of HRM.

5.2

Community Engagement Strategy N/A

5.3

Reporting and Deliverables Electronic copies of all information (reports, spreadsheets, data files, etc.) shall be provided to HRM on a USB flash drive. All reports are to be provided electronically, each as a single PDF file.

6.0

PROPOSAL SUBMISSION The submission of a proposal on this service will be considered as a representation that the proponent has carefully investigated all conditions which may affect or may, at some future date, affect the performance of the services covered by the proposal, the entire area to be services as described in the attached specifications and other contract documents and that the proponent is fully informed concerning the conditions to be encountered, quality and quantity of work to be performed and materials to be furnished; also, that the proponent is familiar with all Federal and Provincial laws, all codes and ordinances of HRM which in any way affects the prosecution of the work or persons engaged or employed in the work. In responding to this proposal, each proponent shall, include, as a minimum, a Technical Proposal and a Cost Proposal. The proposal is not complete unless it contains a Technical Proposal which addresses the requirements described herein, and a separate Cost Proposal that details all costs for the proposed services. Both the Technical Proposal, which shall be identified as envelope #1, and the separate Cost Proposal, which shall be identified as envelope #2, shall be submitted simultaneously. Both Technical and Cost Proposal must be signed by an authorized representative of the firm submitting. Sealed Proposals will be received by HRM Procurement Section, Suite 103, 1st Floor, 40 Alderney Dr. (Alderney Gate), Dartmouth Nova Scotia, B2Y 2N5

6.1

Technical Proposal The Technical Proposal shall be evaluated in step 1. No details of costs or rates are to be included in this part of the Proposal. The Technical Proposal shall include the Form of Proposal and a transmittal letter. Technical proposals are limited to 25 pages, excluding forms, schedule, person-hours

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matrix, transmittal letter, addendums and appendices. A page is defined as a single-sided sheet of 8.5" by 11" paper. The only exceptions to this will be the project schedules, flowcharts and/or person-hours matrix, which may be submitted on 11" by 17" paper. Two (2) copies, One (1) unbound and duly signed and one (1) in digital format on flash drive of each proposal both technical and price components are to be submitted. Technical and price components must be submitted in separate envelopes and as separate digital files on separated drives. No project data sheets or company brochures are to be submitted. Resumes may be referred to in an appendix. Digital copies of the Technical Proposal must not be larger than 10Mb. Proposals are to be typed using a font size no smaller than 11 pt (with the exception of footnotes and endnotes) and using a portrait page layout. Column format is not to be used. Commitment letters shall be appended in the Technical Proposal. Letters of commitment from member firms on their own letterhead and signed by an officer of the company affirming their commitment to this assignment and their role. Substitutions, deletions or altering of roles of key personnel will not be allowed without written authorization from HRM. a. Evaluation Criteria #1 Communication Skills The proposal should be clear and readable. Information should be easy to find and should be in the order presented in Section 4, Proposal Submissions b. Evaluation Criteria #2 Team Composition and Experience Sector Specific Experience: The proposal should clearly state the proponent firms overall experience in the field of expertise required by the scope of work. Proposers are to include in their proposal package a list of all similar fire simulator customers who are presently operating the type of simulator proposed. This list is to include the name of the agency, the contact person, title of the contact person, telephone numbers and facsimile number (if available); the number of similar simulators sold by the proposer to this agency, and the month and the year these simulators were delivered. Proponents must be able to demonstrate that the project team has an in depth knowledge of the scope of this assignment. The purpose of this information is to demonstrate the Proponents experience and ability to complete similar projects, develop creative solutions, resolve complex issues and communicate effectively with various parties and audiences. Experience of individual team members with projects of similar scope and size: The Proposal shall include a summary of the relevant experience of each member firm of the Proponents team as it relates to their role in this assignment. a brief description (years in business, services provided, number of employees, etc) Additionally the Proposal shall include a brief description of each of the member firms, their role in this undertaking and the office from which their work will be

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conducted. A summary table format is acceptable. Team Members appropriate skills and education: The Proposal shall include, as appendices CVs for each key team member detailing their experience, skills and education in relation to this assignment. Demonstrated history of proposed team: The Proposal shall include a brief description of each of the member firms, their role in this undertaking and the office from which their work will be conducted. A summary table format is acceptable. Additionally the Proposal shall demonstrate the history of the member firms and individuals successfully delivering assignments of similar size and scope as a team c. Evaluation Criteria #3 Understanding of HRM Needs Understanding of the Requirements of the Scope of Work: Proponents shall provide a demonstrated understanding of the subject matter, including, but not limited to, the scope of work as well as the approach that will be taken to accomplish the Services related to this RFP document, as well as an indication of possible challenges and solutions not directly referenced in the Request of Proposals. Acceptable Proposed Schedule and Work-plan: Proponents shall provide a work plan with clearly outlines milestones and timelines to demonstrate how the work will progress to the desired completion date. Proponents must present a realistic timeline of the proposed Project schedule. The schedule shall reflect the tasks in the work plan and will be updated on a monthly basis to reflect project progress and shall be submitted to the HRMs Project Lead with the Successful Proponents status report. Value added propositions and recommendations: Proponents shall demonstrate an innovative approach to the completion of the assignment, utilizing all potential resources available to them. Attention to Relevant Challenges: Proponents shall describe and attempt to address any challenges to the assignment which they have identified but may not be spoken to in the Request.

d. Evaluation Criteria #4 Technical Solution This criterion is evaluated based on a global view of the proposal and further analyses the entire proposal in relation to achieving a complete and comprehensive solution from the Successful Proponent. Technical Solution: The proposal must address all of the technical aspects of the requirement as identified in the RFP. Specifications: Proposals must be accompanied by detailed specifications for the complete vehicle box and simulator including two copies of a side, front and rearview dimensioned drawing size 8 x 11 and a seating layout. The contractors specifications must include Technical Data Sheets which shall include catalogue numbers and sufficient data to fully describe all equipment that the proposer

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intends to provide on the proposed simulator. Construction Methods: Contractor is to provide description of construction methods and techniques used to protect simulators from rust and corrosion and to provide details of related warranty. Cost and Time Effectiveness: The proposal shall indicate how the successful proponent will effectively use HRM internal resources. Vehicle Installation Data: the following data must be provided at time of submission of proposal: a. Total GVRW requirement of the vehicle to carry the simulator b. Minimum inside dimensions of the vehicle box required to house the proposed simulator installation (Indicate if these are before or after insulation and interior covering) c. Suspension specifications for the vehicle required to maintain the equipment in good working order and protect the warranty of the equipment and its installation d. A schematic including all dimensions showing the complete installation including the simulator, electrical, HVAC, instructors desk, lighting, generator and location of doors. e. Any infrastructure requirements that must be tied into the vehicle f. Interior condition of the vehicle box at time of delivery to the simulator provider (i.e. insulation, inside paneling, type of doors and locations)

e. Evaluation Criteria 5 Project Management Methodology Management Structure: the Proposal shall include an organizational chart indicating a clear reporting structure and escalation methodology. Proposed Communication Methods: The proposal shall also indicate the number and frequency and method (i.e. /in person, web-conference, tele-conference, etc.) of the anticipated meetings. Meeting dates should also be included in schedule per requirements of section. Quality Assurance Standards: A description of Proponents Quality Assurance methods and practices should be included.

f. Technical Response Other information The following information shall be included in your technical response but is not an evaluated as a stand-alone criterion. Sustainability: HRM is committed to purchasing sustainable goods, services, and construction. To aid the evaluation committee in better understanding the sustainable attributes for this purchase the proponent should prepare the following: A brief statement, to maximum of (2) pages, that outlines the proponents commitment to the sustainable operations of HRM Given the requirements in this RFP, describe how the service that you are

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proposing will be provided in a sustainable manner (e.g. considering greenhouse gas reduction, waste reduction, toxicity reduction, and worker health and safety). If the requirement includes a good as part of the RFP, also include the following question:

Considering the manufacture, uses, and end-of-life disposal of the product proposed, describe the sustainable attributes of the product (e.g. considering greenhouse gas reduction, waste reduction, toxicity reduction, worker health and safety). g) Site Meeting The proponent shall provide information for a possible on-site demonstration for the evaluation committee either at the proponents location, a customer location or at HRMs location. Only proponents who reach the pass requirements of the technical evaluation may be selected to provide a demonstration at HRMs sole discretion 6.2 Cost Proposal 6.2.1 The cost proposal shall be submitted at the same time as the technical proposal as a separate document in a separate sealed envelope 6.2.2 The Cost Proposal shall include a single page duly signed stating the proponents firm fixed total price for this service as outlined in the Request for Proposal. 6.2.3 Proponents should include within the Cost Proposal on a separate page or pages, a detailed listing of the tasks and activities with a breakdown into work packages, details of all individual costs of the proposed services, and total costs (Fixed firm). The cost proposal is to be a separate document. 6.2.4 The total cost shall represent the maximum payment for the project. Price data should include fixed price, estimated hours of work by key staff and individual hourly cost for staff. Include and identify expenses and HST separately. Price may not be the determining factor for award. HRM may negotiate a final offer with the selected proponent. 6.2.5 The cost proposal shall indicate on both a per unit and individual option price, and shall include all items referenced in this RFP. All prices shall be expressed in Canadian dollars and shall include: a. transportation charges (FOB HRM 150 Thornhill Ave, Dartmouth Nova Scotia Canada), if the proposal includes installation at HRM rather than in truck delivered to their site. b. custom duties, c. other fees and charges,

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d. all identified items in RFP including training, extended warranties, etc. e. import or other taxes of all jurisdictions having authority; however the harmonized sales tax (HST) must NOT be included in the unit price and total price and must be shown as an extra, and shall be all-inclusive as provided in this RFP. 6.3 Document Size Restrictions

Elaborate brochures or voluminous examples are neither required nor desired. Your proposal should not be more than 25 typed pages maximum, Times New Roman 12 point font pitch. Digital submissions must not exceed 10Mb. 6.4 Number of Proposals to be Submitted

Two (2) copies, One (1) unbound and duly signed and one (1) in digital format on flash drive of each proposal both technical and price components are to be submitted. Technical and price components must be submitted in separate envelopes and as separate digital files on separated drives. 7.0 Method of Award The evaluation process will be carried out by an evaluating committee who will establish the ranking of all the consultants and produce a short list. The short-listed consultants may be invited to make a brief presentation. The results of the above process will be brought to the appropriate staffing level with a recommendation from the evaluating committee to award. 7.1 Evaluation Process Each Proposal will be evaluated using the following process: Stage 1: Verify each bids compliance to the Mandatory Criteria identified below, and disqualify any bids that fail to meet these. For bids that pass the Mandatory Criteria, evaluate and score each one, using the Desirable Criteria and weights.

Stage 2:

The proposal must meet all of the following mandatory criteria and clearly demonstrate that these are met in a substantially unaltered form. If the proposal fails to meet any one of these criteria, it will receive no further consideration during the evaluation process and be deemed non-compliant. 1. The proposal must clearly demonstrate the proponents experience and ability to fulfill the service requirements identified.

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2. All Cost Proposals must be submitted in Canadian dollars (CDN) exclusive of all taxes.

Stage 2 Proposal Evaluation Criteria All proposals which pass Stage 1 Mandatory Criteria will be evaluated and ranked against the weighted Proposal Evaluation Criteria listed in Appendix A - Proposal Evaluation Criteria. Proposers are reminded that the proposal is the main document used in the evaluation and that the Proposer shall insure all information required to make the decision is included. Proposals not achieving a minimum of 75% of the total available technical points will no longer be considered and the Cost Proposal will be returned unopened. To assist in the evaluation of the Responses, the Evaluation Committee may, but is not required to: Contact the proponents clients/customers relevant to the proposal with any or all of the client contacts cited in a response to verify any and all information regarding a proponent and rely on and consider any relevant information from such cited references in the evaluation of responses. Conduct any background investigations that it considers necessary in the course of the evaluation process and consider any relevant information resulting in the evaluation of Responses;

The evaluation committee will only seek clarification from a proponent if the requested information is ambiguous or missing and if such clarification does not offer the proponent the opportunity to improve the competitive position of its response. To the extent possible, requests made by the Evaluation Team will be sent from the email addresses of the RFP Contacts.

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HRM reserves the right to deduct points from the Technical Proposal evaluation per AppendixA, Proposal Evaluation Criteria based on assessment of risk as follows: Low risk exceptions or omissions to RFP terms and conditions and/or format indicate no risk or low risk to successful completion of project: (-0) to (-5) points Medium risk exceptions or omissions to RFP terms and conditions and/or format indicate a risk to successful completion of project that can be mitigated using HRM resources: (-5) to (-25) points High risk exceptions or omissions to RFP terms and conditions and/or format indicate a risk to successful completion of project that can be mitigated but will require significant HRM resources: (-26) to (-50) points Unacceptable risk exceptions or omissions to RFP terms and conditions and/or format indicate a high probability of project failure: (-50) to (-100) points

7.2

Cost Proposal Evaluation Unless otherwise stated in this document or its addenda, the proposal with the lowest cost shall receive the maximum points allowed. All other proposals shall receive a cost score based on their cost relationship to the lowest. The points for the financial evaluation will be allocated as follows. The total cost of each technically responsive bid will be calculated as shown in the Evaluation of Price. The lowest total cost will achieve maximum available points. All other proposals will be prorated using the lowest cost bid and the following formula: Max Available Pts. (total cost lowest total cost) / lowest total cost] Note: If the result is a negative number, the score assigned will be 0 Example: Two technically compliant bids are received and the maximum available points equal 30: Bid 1: $100,000 Bid 2: $130,000 Bid 1 being the lowest, would achieve a score of 30 points Bid 2 would achieve a score of 21 points, calculated as follows: 30 [30 X ($130,000 $100,000) / $100,000] = 21 points The value of the contract for this project shall be inclusive of applicable HST.

8.0

Award of Proposals

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services 8.1 8.2

January 27, 2014 page 34

8.3

8.4

8.5

HRM reserves the right to modify the terms, or cancel, or reissue the Request for Proposals at any time at its sole discretion. This Request for Proposal should not be construed as a contract to purchase goods or services. Although proposals will be assessed in light of the evaluation criteria, HRM is not bound to accept the lowest priced or highest scoring proposal or any proposal. HRM reserves the right to reject any or all proposals and to award the contract in its entirety, or in part, whichever, in its opinion, best serves the interests of HRM. Subsequent to the submissions of proposals, interviews may be conducted with some of the proponents, but there will be no obligation to receive further information, whether written or oral from any proponent. HRM will not be obligated in any manner to any proponent until a written contract has been duly executed. Any damages arising out of a breach by HRM, including damages for any implied duty at law, are limited to the actual costs of preparing the proposal. Neither acceptance of a proposal, nor execution of a contract, will constitute approval of any activity or development contemplated in any proposal that requires any approval, permit or license pursuant to any statute, regulation or by-law. HRM offers debriefing to unsuccessful proponents. An unsuccessful proponent must request a debriefing in writing within 10 (ten) days from the date of posting the award on the Nova Scotia Public Tenders website. Upon timely receipt, the HRM will contact the interested proponent to arrange a date, time and place for the debrief, which normally will be conducted in person.

9.0

Post Completion Review HRM will conduct a post-completion evaluation/review of all performance related issues. The results of this review will be communicated to the proponent and will be retained by HRM for future reference.

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services Appendix A Evaluation Criteria
Criteria Communication Skills Team composition and experience Summary (considerations may include but are not limited to the following) Clarity and readability of written proposal

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Score 5

Sector specific experience of the Proponent Firm


Experience of individual team members with projects of similar scope and size Team members appropriate skills and education Demonstrated history of proposed team in successfully completing projects of a similar nature on time and on budget Understanding of the requirements of the scope of work and HRM organizational structure Acceptable proposed schedule and work plan Value added propositions and recommendations Attention to relevant challenges that the committee has not considered Solution addresses all technical aspects of the project as identified in the RFP and meets all requirements of the solution as indicated in the questionnaire Solution draws on proven methodology Solution is cost and time effective in regard to the use of HRM resources. Management structure within Proponents organization/project team Proposed communication methods between proponent team and HRM Quality Assurance standards and practices

10

Understanding of HRM needs

15

Technical Solution

Project Management Methodology Subtotal (Technical Proposal) Site Meeting/Demonstration Cost Administrative and Legal Requirements

35

Based on ease of use and compliance with technical requirements. Based on level of risk identified in Stage 2 technical evaluation.

40 30 0 BUT POINTS MAY BE DEDUCTED 140

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services Appendix B PROPOSAL COVER PAGE AND PROPOSAL SIGNATURE PAGE FORM OF PROPOSAL COVER PAGE

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Firm's Name Contact Person: Address:

Telephone:

Facsimile:

Email:

HST Number:

Nova Scotia Joint Stocks Registry Number:

RFP Number:

Date Submitted:

Proposal Due Date:

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services

January 27, 2014 page 37

PROPOSAL SIGNATURE PAGE

The undersigned duly authorized representative of the Proponent certifies personally and on the Proponent's behalf that all of the representations set forth above and in the Proponent's proposal are complete and accurate. PROPONENT:

Signature

Name (printed):

Title:

Date:

The signatory must have the legal capacity to bind the proponent. If the Proponent is a sole proprietorship, a partnership or a corporate body, the Proponent must provide, if requested by the HRM, a statement and any requested supporting documentation indicating the laws under which it is registered or incorporated together with the registered or corporate name and place of business. This also applies to bidders submitting a bid as a joint venture. Failure to properly execute submitted documents or to properly complete the Form of Proposal will result in rejection of your proposal.

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services Appendix C Questionnaire

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All equipment proposed in response to this RFP must equal or exceed the detailed specifications in this RFP as well as all regulations of the Province of Nova Scotia, the Government of Canada, ULC and CSA regulations. Please complete and submit the following table, using either an X or a under the appropriate column to indicate compliance with Minimum Requirements / Specifications. Please attach additional notes (cross-referenced to the table below), as required to adequately explain deviations from the minimum requirements / specifications.

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services
Meets or Exceeds Specifications? Yes No

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Deviation from spec must include request for approved equal number

Minimum Requirements / Specifications Technological 6.1 Must have 3 - 50 LED screens minimum 6.2 Graphics resolution must be 1024x768 minimum 6.3 Field of view must be 180 degrees minimum (Slewing of images is not acceptable) 6.4 Unit must have vibration response and force feedback steering 6.5 Would like unit to have vibration response seat 6.6 Seat must replicate an actual truck seat with operational seatbelt 6.7 Unit must come with operational ventilation system built into dash 6.8 All hardware must be shock mounted for mobile application 6.9 Would like unit to come with a surge protection system and cycle up/down system to allow the operator to turn the system on and off from a single switch 6.10 Unit must come with a working pump and foot switch 6.11 Unit must come with a working accelerator and brake pedal 6.12 Unit must come with a dashboard reflective of a fire truck 6.13 Unit must come with active flashing lights and sirens 6.14 Unit must come with the following active gauges minimum: Check Engine Light, Oil Pressure, Oil Temperature, ABS, Air Pressure, Fuel, Battery Voltage, Speedometer, Tachometer 6.15 Unit must come with all necessary equipment to operate the simulator and instructors station (Mouse, keyboard, power bars, monitors, chairs) 6.16 Systems currently using Windows OSmust be Windows 7 minimum Operational 6.17 Simulation must come with 50 active vehicles, pedestrians and animals minimum 6.18 Simulation must come with active rear view mirrors that are remote adjustable. Mirrors must represent a true view with no skewed images Minimum Requirements / Specifications

Meets or Exceeds Specifications?

Deviation from spec must include request for approved

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services
Yes 6.19 Simulator must come with 100 preprogrammed fire applicable driving scenarios out of the box 6.20 Simulator must have sound matching representing sirens, engine noises, terrain noises, brake applications) 6.21 Instructor must have real time control and management of the simulation scenarios 6.22 Custom courseware must be able to tie simulation scenarios to existing HRM Fire training program to ensure a seamless integration of classwork 6.23 Vehicle types must represent existing training needs for HRM Fire such as Engines, Aerials, Tactical, and Light Trucks. Vehicle dynamics and how they react within the simulation must represent how they would react in a real life situation such as braking, acceleration, turns, suspension handling, and size 6.24 Vehicle dynamics and how they react within the simulation must represent how they would react in a real life situation such as braking, acceleration, turns, suspension handling, and size. Ability to provide custom vehicles based on HRM Fleet would be considered an asset (See Options section) 6.25 Instructors views during a simulation should provide at least 6 vantage points. Preference will be given to 360 degree view capability. 6.26 Simulator must come with the ability for the instructor to create custom scenarios. This must include all instruction manuals, training and mentor support. Training must include the creation of one custom scenario. 6.27 Simulator must come with a student assessment tool which allows for the recording and archiving of student results. This must also include the ability to set the system to track and evaluate a set of performance measures and report on the results automatically. Student records that can be exported in an MS Excel format will be considered an asset 6.28 The simulated world will include a number of environments including but not limited to Urban Core, Suburbs, Highways, and rural areas Minimum Requirements / Specifications Meets or Exceeds Specifications? No

January 27, 2014 page 40


equal number

Deviation from spec must include request for approved

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services
Yes 6.29 The instructor must have the ability to change and control the following conditions during the simulation: Time of day, sun glare, weather, traffic, pedestrians, road conditions 6.30 Weather conditions should include but are not limited to a clear day, rain, snow, ice, and wind. These weather conditions must be able to be leveled in intensity by the instructor. Conditions such as rain, snow and ice must affect the coefficient of friction between the road and tires of the vehicles affecting handling and braking 6.31 Roads conditions must effect the coefficient of friction and cause the vehicle to react as it would in a real life situation 6.32 Real time events must be able to be activated by the instructor including but not limited to tire blow outs on any wheel, engine fires, oil pressure drops, air pressure drops, low fuel, brake response, and electrical problems. Where applicable these problems must correspond with an appropriate dash indicator warning light or gauge. 6.33 Video play back of trainees scenario must be available with full FFD, RWD, Pause and Stop control. HUD should provide at minimum acceleration, speed, and braking status at any given point in the video Support 6.34 All customizable features of the system will be set up and configured to best suit HRM Fire & Emergencys training regime. 6.35 Must provide references for simulator installations performed for the Fire Service. Preference given to Canadian Fire Services 6.36 Training must be provided for full use of the system. This must include a minimum of two days of Train the Trainer training for a minimum of five HRM staff members. This training must be performed on site within HRM prior to acceptance of the unit. Preference will be given to training programs that offer recurrent training and telephone peer/mentor support.A 5 year agreement for train the trainer training is to be included and to be performed onsite within HRM. 6.37 Warranty must include at a minimum 1 full year support on all parts, labour, and software. This includes telephone, remote internet access (24/7/365), and onsite repair response if required (48 hour response). No

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equal number

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services
Meets or Exceeds Specifications? Yes 6.38 A parts breakdown list must be provided with the system documentation and parts should be available to repair units for a period of ten years. Preference is given to parts availability within Canada to expedite delivery times. 6.39 The system must come with an annual preventive maintenance support program which includes at minimum an annual onsite inspection and service of the system by a manufacturer qualified technician at no additional cost to HRM. A recommended user preventive maintenance program will be provided with the system documentation. 6.40 The system will come with a comprehensive user guide (One hard copy and one digital) that explains the full use of the system and all options included in the initial project. 6.41 Any and all system software revisions and patches that are required to maintain the system in good working order will be provided to HRM for the lifecycle of the system. 6.42 For the duration of the installation a program/project manager will be provided by the proposer to be a single point of contact for questions and resolutions. Mobile Installation 6.43 Provide the location of the installation of the system into the HRM supplied vehicle. Preference given to installs performed at an HRM location. 6.44 The installation must include all system and environmental power requirements. This includes but not limited to wiring, electrical panel, wall connections, lighting connections, HVAC connections, crossover panels, light switchesAll electrical wiring will be hidden within the walls where possible or neatly contained with conduit 6.45 There must be a shore power connection provided to connect the system power supply to an 110v power source (Provide minimum amperage required) and a minimum 20 foot cable to connect. There must also be a connection to hook up an external generator and provision of all associated cross over panels. The supply of a generator is not included in this RFP. No

January 27, 2014 page 42


Deviation from spec must include request for approved equal number

Minimum Requirements / Specifications

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Minimum Requirements / Specifications 6.46 Interior lighting is included in this installation to provide adequate lighting for both simulator use and post simulation briefing between the instructor and trainee. This will include multi-level controlled lighting to maintain the applicable light levels during simulator use. 6.47 The system installation will include the simulator package with seat, and instructors station/desk with seat, an additional seat for trainee debriefing, 24x36 white board, and small storage cabinet. All furniture not permanently secured must come with a feature to secure them during transport. 6.48 Warranty for all parts of the installation and mobile unit up fit must be included in the warranty and annual support program for the simulator system 6.49 All communication wiring will be hidden in the walls where possible or neatly contained with conduit. Allowance will be made for a wireless internet connection to be installed to access wireless guest nets in HRM Fire Stations. 6.50 All insulation both environmental and sound for the interior will be provided as part of this installation 6.51 Interior covering will be provided as part of this installation including walls, ceilings and floors. Interior flooring must be a waterproof no slip covering. 6.52 Schematics must be provided showing the as-built drawings of the electrical, communication, and HVAC systems. A 2d drawing of the proposed layout including dimensions shall be provided along with a 3d representation of the layout and finished installation.

Meets or Exceeds Specifications? Yes No

Deviation from spec must include request for approved equal number

Section 7

Options and Option Pricing


Available Yes No

Option Camera mounted in simulator to monitor

Additional Cost

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services
drivers response Two seat simulator package (Additional cost beyond single seat version) Custom built vehicle types (Cost per type) Video Playback ability outside of main system (On work laptop) Auxiliary Simulator Display screen UPS power supply back up system Annual software and system full support package (warranty) with pricing agreement for 9 years beyond 1st included year. Mobile trailer provision

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/year

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services

January 27, 2014 page 45

Appendix D RFP Response Checklist: These items should be included in your response to RFP. One clearly marked original response and one identical copy of the complete proposal as described in Sections 6 and 7. Include the items listed below in your submission. Please DO NOT include a copy of the RFP in your submission 1. Form of Proposal, signed and dated (Appendix B) 2. Proposal Exception Summary, if applicable 3. A complete response to Technical Specifications (Section 6) including the completed questionnaire 4. A digital version of the completed technical proposal in PDF format on USB or CD media (Section 6) 5. Cost/fee Proposal 6. A digital version of the complete cost proposal in PDF format on USB or CD media ** Note the Cost proposal and digital version of the cost proposal shall be submitted in a separate sealed envelope and will not be opened by HRM until the technical proposal has been fully evaluated. Proponents who do not meet the minimum technical requirements shall have their cost proposals returned unopened.

Halifax Regional Municipality Request For Proposals # P14-100 Driver Simulator, Fire Services APPENDIX E SCHEDULE A Supplementary Terms and Conditions for the Purchase of Hardware

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1. Hardware Must be New All Hardware supplied by the Contractor, including parts used to provide the Hardware Maintenance Service under Part 5, must be new and unused. The Hardware must also: a. be off-the-shelf, meaning it must be composed of standard equipment requiring no further research or development; b.be a model that is still in production by the manufacturer at the time of delivery; and c. conform to the version of the applicable Specification or part number of the manufacturer in effect at the time of delivery for the purposes of replacements or fleet expansion for a period of five years from completion of the project, or a commitment to ensure substitute components are integrated into the solution should these components be discontinued, at vendor cost. 2. Unless the Contract provides otherwise, hardware or parts that have been refurbished or are certified as "equal to new quality" are not acceptable, including for the Hardware Maintenance Service. 3. By supplying the Hardware, the Contractor is guaranteeing that the Hardware is not counterfeit, meaning it is not an unauthorized copy, replica, or substitute for the product manufactured by the original equipment manufacturer identified by name on the Hardware. 2. Delivery The Contractor must deliver the Hardware to the location(s) designated by HRM by the Delivery Date. The Contractor must pay all costs associated with replacing any item damaged in transit to the final destination. The Contractor acknowledges that no item will be considered delivered on the Delivery Date if it is damaged or otherwise not ready for HRM to begin its acceptance procedures. The Contractor must, at a minimum, package the Hardware according to industry standards and include a packing slip with each shipment. The Contractor must also arrange for any rigging and drayage necessary to deliver the Hardware. All costs associated with packaging, shipping, transportation and delivery are included in the price of the Hardware. 3. Special Site Delivery or Installation Preparation Requirements 1.If the Contract describes special site preparation requirements, the Contractor must prepare the site for delivery or installation at its own expense according to those requirements, sufficiently in advance to meet the Delivery Date. All the costs associated with the special site preparation are included in the price of the Hardware. 2.If the Contract provides that HRM is responsible for special site

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preparation requirements, then the following applies instead of subsection 1: a. HRM must prepare the site at its own expense in accordance with the site preparation requirements described in the Contract. b. If the Contract provides that there are special site preparation requirements, but does not describe them, the Contractor must deliver a complete written description of them to HRM immediately following the date of the Contract or, if the Delivery Date is more than thirty (30) days after the date of the Contract, at any time at least thirty (30) days before the Delivery Date. If the Contractor delivers the special site preparation requirements to HRM by this time, and HRM does not object to any of the Contractor's requirements within ten (10) days, HRM must prepare the site according to these requirements. If HRM is required to make any alterations or modifications because the Contractor's special site preparation requirements were incomplete or incorrect, the Contractor must reimburse HRM for any additional expenses it incurs. The Contractor guarantees that, if the site is prepared and maintained by HRM according to the special site preparation requirements, the resulting environment will permit the Hardware to operate according to the Specifications. c. HRM must complete the special site preparations and notify the Contractor that the site is ready at least five (5) working days before the Delivery Date, after which the Contractor may inspect the site at a time agreed to by HRM. Inspection by the Contractor does not relieve HRM of its obligation to prepare the site according to the special site preparation requirements described in the Contract. d. If HRM does not prepare the site according to the special site preparation Specifications on time, unless the delay is due to an event reasonably beyond HRM's control, the Contractor will be entitled to be reimbursed for any additional costs that it can demonstrate that it reasonably and properly incurred as a direct result of the delay. If the Contract does not describe any special site preparation requirements, subsections 1 and 2 do not apply, and instead the Contractor guarantees that none are required for the Hardware to operate according to the Specifications. 4. Installation, Integration and Configuration Unless provided otherwise in the Contract, the Contractor must unpack, assemble, install, integrate, interconnect, and configure all the Hardware at the location(s) specified in the Contract. Where necessary to complete this part of the Work, the Contractor must provide all required moving and installation resources, including

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but not limited to personnel, packing material, vehicles, cranes, and floor protection panels. After completing this part of the Work, the Contractor must provide HRM's on-site representative with written notification that the hardware is ready for use. The Contractor must supply all materials required to complete the assembly, installation, integration, interconnection, and configuration of the Hardware at the location(s) specified in the Contract so that it is ready for use and acceptance, including providing and setting up all the required connections to the power supply and any other necessary utilities, cables, and any other accessories or supplies. 1. The Contractor must leave all work areas clean and tidy at the end of each workday and once the Work is complete, which includes removing and disposing of all packing materials. 2. All costs associated with the Work described in this section are included in the price of the Hardware. 5. Certification of Electrical Equipment The Contractor guarantees that all electrical equipment delivered under the Contract is either: a. certified by an organization accredited by the Standards Council of Canada in accordance with Part I of the Canadian Electrical Code and all other applicable legislation; or b. has been inspected by an organization acceptable to the Electrical Inspector where the electrical equipment will be delivered, in which case the Contractor must present evidence of this inspection if requested by HRM. 6. Hardware Documentation 1. The Contractor must provide to HRM the same Hardware Documentation that it provides to other purchasers of similar hardware, and must include all supplements and revisions to the Hardware Documentation effective up to the Delivery Date. The Hardware Documentation must at least include all the documentation available to consumers from the manufacturer of the Hardware about the technical Specifications of the Hardware and the Firmware, installation requirements, and operating instructions, as well as details about the software programs with which the Hardware functions, regardless of whether licenses to those software programs are provided under the Contract. 2. The Contractor guarantees that the Hardware Documentation it provides is sufficiently detailed to allow HRM to use and test all the Hardware's functions. 3. If the Contract states that the Contractor must provide maintenance documentation, the Contractor guarantees that the Hardware Documentation it provides is sufficiently detailed to permit HRM, or someone authorized by HRM, to maintain and repair the Hardware properly, and to test it for that purpose. 4. The Contractor must deliver the Hardware Documentation to HRM with the Hardware In a format agreeable to HRM. 5. If there are changes to the Hardware during the contract period, the Contractor

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must update the Hardware Documentation, at no additional cost to HRM. The Contractor must provide these updates within ten (10) days of the updates being made available by the manufacturer. If available from the manufacturer, the updates must include supporting documentation that identifies any problem resolved or enhancement made to the Hardware, any new feature(s) added, and any necessary installation instructions. 6. Despite anything in the General Conditions concerning copyright, the copyright in the Hardware Documentation will not be owned or transferred to HRM. However, HRM has the right to use the Hardware Documentation and may, for its own internal purposes, copy it for use by individuals using or supporting the Hardware, as long as HRM includes any copyright and proprietary right notices that are part of the original document. 7. Acceptance 1. The Work, including all the Hardware related to it, is subject to acceptance by HRM. As part of its acceptance process, HRM may perform unit testing of any function of the Hardware to determine whether it meets the Specifications. If any of the Work does not meet the requirements of the Contract, HRM may reject it or require that it be corrected at the Contractor's expense before accepting it. No payments for the Hardware are due under the Contract unless the Hardware is accepted. 2. Acceptance by HRM does not relieve the Contractor of its responsibility for defects in the Hardware or other failures to meet the requirements of the Contract or of its warranty or maintenance obligations under the Contract. 3. Except where section 9 applies, the procedure for acceptance will be as follows: a. the Contractor must notify the HRM in writing for each installation occurrence once the Hardware is Ready for Use by referring to this provision of the Contract and requesting acceptance of the Work; b. HRM will have thirty (30) days to perform its acceptance procedures (the "Acceptance Period"); and c. if HRM provides notice of any deficiency during the Acceptance Period, the Contractor must address the deficiency at no cost to HRM as soon as possible and notify HRM in writing once the Work is complete, at which time HRM will be entitled to re-inspect the Work and the Acceptance Period will start again. 4. Despite any other terms and conditions, if either or both apply to the Contract, if the Contract states that the System consists of the Hardware together with Licensed Software and/or Custom Software, the period for conducting any acceptance tests for the System, including any Licensed Software and any Custom Software components of the System, will be the acceptance period for the Hardware specified in these supplemental general conditions. 8. Firmware 1. The Contractor must deliver the Hardware equipped with all the Firmware required to use all the Hardware's functions. 2. HRM will not own any of the Firmware, but the Contractor grants to HRM a

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perpetual, non-exclusive, irrevocable, royalty-free license to use the Firmware with the Hardware. HRM may transfer this license if HRM transfers ownership of the Hardware to a third party. Any reference in the Contract to the Firmware being a deliverable is a reference to the license to use that Firmware, not ownership of the Firmware. 3. The Contractor guarantees that it has the right to license the Firmware and full power and authority to grant to HRM the rights to use the Firmware described in this section. The Contractor also guarantees that all necessary consents to that grant have been obtained. 9. Total System Responsibility 1. If the Contract provides that the Hardware is part of one or more Systems, the Contractor must supply the System(s) as a whole and ensure that each System is available for Fully Functional Operation at all times. 2. If the Contract provides that the Contractor must incorporate Municipal Property into the System, the obligations under subsection 1 include the Municipal Property and the Contractor must make any adjustments to the Municipal Property required to ensure compatibility with the rest of the System. If requested by HRM during the Hardware Warranty Period (defined below), the Contractor must as soon as possible correct any failure of the System to conform to the Specifications that is caused by the improper interconnection or integration of any Municipal Property into the System. This provision survives acceptance of the Work and does not limit any of the Contractor's warranty or maintenance obligations under the Contract. 3. Despite subsections 1 and 2, the Contractor is not responsible for a failure of the System to meet the Specifications, if that failure is directly caused by a defect in any Municipal Property, or by any failure of Municipal Property to meet its specifications. This subsection does not apply to any Municipal Property that was originally supplied to HRM by the Contractor, but is then made available by HRM to the Contractor for use under the Contract. 10. Ownership of the Purchased Hardware and Risk of Loss or Damage 1. Unless provided otherwise in the Contract, including subsection 2, HRM becomes the owner of the Hardware once the Hardware has been delivered to and accepted by HRM according to the conditions of the Contract. 2. If HRM pays the Contractor for any materials, parts, work-in-process, or finished work, either by way of progress payments or otherwise, then HRM will own them once the payment is made, unless ownership has already passed to HRM under another provision of the Contract. The fact that ownership has transferred to HRM does not mean that HRM has accepted the materials, parts, work-in-process or finished work, and does not relieve the Contractor of its obligation to perform the Work in accordance with the Contract. Also, the risk of loss or damage to the materials, parts, work-inprocess or finished work remains with the Contractor until they are delivered to HRM in accordance with the Contract, even if ownership has transferred to HRM. 3. After delivery, the Contractor remains responsible for loss or damage to any

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part of the Work caused by the Contractor or any subcontractor or any person for whom either is responsible. 4. The Contractor guarantees that it has the right to transfer ownership of the Hardware to HRM and that there are no liens, attachments, charges, encumbrances, or claims affecting the Hardware. Once ownership passes to HRM, the Contractor must, if HRM requests, establish to the HRM satisfaction that the title is free and clear of all liens, attachments, charges, encumbrances, or claims. If requested by the HRM, the Contractor must execute any transfer documentation and take any other steps that are necessary to perfect HRM's title. 11. Warranty for Purchased Hardware 1. Even if HRM has accepted the Work, the Contractor guarantees that, for twelve (12) months after the Hardware is accepted (the "Hardware Warranty Period"), it will be free from all defects in materials or workmanship, be free from all design defects, and conform in all ways with the requirements of the Contract, including the Specifications and any Minimum Availability Level requirements. Because items of Hardware may be accepted on different days, the Hardware Warranty Period for different items of Hardware delivered under the Contract may begin and end on different days. If the Contract provides that the System consists of the Hardware together with Licensed Software and/or Custom Software, the Hardware Warranty Period will also apply to the Licensed Software and/or Custom Software components of the System and this longer period will apply to all the warranty, maintenance and support obligations described in Appendix C schedules B and C. 2. This warranty does not apply to a specific item of Hardware if the only reason that item fails to conform to the requirements of the Contract is because: a. HRM is negligent or does not use the Hardware in accordance with the Specifications; b. electric power or air conditioning or humidity control at the site does not perform according to any special site preparation requirements described in the Contract; c. a person other than the Contractor, a subcontractor, or a person approved by either of them modifies the Hardware or attaches equipment to the Hardware that was not designed or approved for use with the Hardware by the Contractor, a subcontractor, or the manufacturer of the Hardware; or d. HRM uses consumable supplies or materials in or on the Hardware that are supplied by a person other than the Contractor or a subcontractor or a person for whom either of them is responsible, if those consumables or materials do not conform to the Specifications or to the Hardware manufacturer's instructions to consumers. 3. At the completion of the project, the vendor shall provide a complete list of hardware assets provided during implementation by serial number, description and location of installation, including in-service date for the provision of warranty services. All charges and costs associated with providing the

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Hardware Maintenance Service during the Hardware Warranty Period are included in the price of the Hardware. The Contractor must continue to provide Hardware Maintenance Service for any part of the Hardware that is repaired, replaced or otherwise made good as part of the Hardware Maintenance Service for the remainder of the Hardware Warranty Period that applied to the original item of Hardware. 12. Hardware Maintenance Service 1. In this Part, the "Hardware Maintenance Period" means: a. for Hardware purchased under the Contract, the Hardware Warranty Period described in section 14, plus any time by which the Hardware Maintenance Period is extended if the Contract includes an option for extending the Hardware Maintenance Service or the Contract is otherwise amended to extend the Hardware Maintenance Period; b. for Hardware that is neither purchased nor leased under the Contract, but for which the Contractor is providing Hardware Maintenance Service under the Contract, the complete contract period, unless the Contract provides for a shorter period. 2. The Contractor agrees to maintain the Hardware according to this Part to ensure that it remains capable of fully functional operation throughout the Hardware Maintenance Period (the "Hardware Maintenance Service"). As part of the Hardware Maintenance Service, the Contractor agrees to diagnose and resolve all problems that occur in the Hardware by repairing, replacing or otherwise making good the part or parts of the Hardware that are defective or do not meet the Specifications as soon as possible. The Contractor agrees that a problem is not resolved until the Hardware is restored to fully functional operation. 3. The cost of providing all labour, parts and other materials or travel required to restore the Hardware to fully functional operation or perform any other part of the Hardware Maintenance Service described in this section is included in the Hardware Maintenance Service. No additional charges for time, material or other costs related to maintaining the Hardware can be made during the Hardware Maintenance Period, other than the charges contemplated by subsections 13(3)(e) and (f). 4. The Contractor must accept and respond to Hardware Maintenance Service calls during the "Principal Period of Maintenance" (PPM). If the PPM is not defined elsewhere in the Contract, the PPM is twelve (12) hours each day, from 7:00 am to 7:00 pm, Atlantic Time, Monday to Friday, not including statutory holidays observed by HRM. 5. As part of the Hardware Maintenance Service, the Contractor must provide HRM with technical support through a single toll-free hotline with service available in English, in accordance with the following: a. The Contractor's hotline must be staffed by qualified personnel who are able to respond to user questions and, to the extent possible, resolve user problems and provide advice about problems relating to all the Hardware and the Hardware Documentation, as well as

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installation, configuration, integration and interconnection issues relating to the Hardware. For all user problems that cannot be resolved over the telephone, the Contractor must issue a trouble ticket for Hardware Maintenance Service, either for Return-to-Depot Maintenance Service or On-Site Maintenance Service described in section 13, as applicable. b. The Contractor's hotline must be available, throughout the PPM. c. The Contractor must provide its hotline telephone number to the HRM immediately after the Contract is awarded. 6. As part of the Hardware Maintenance Service, the Contractor must also provide HRM with technical support through a Web site support service, which must include, as a minimum, frequently asked questions and, if applicable, on-line software diagnostic routines, support tools, and services. The Contractor's Web site must provide support in English. The Contractor's Web site must be available to HRM's users twenty-four (24) hours a day, 365 days a year, and must be available 99 percent of the time. The Contractor must provide its Web site address to the HRM immediately after the Contract is awarded. 7. Each time the Contractor provides Hardware Maintenance Service, except Hardware Maintenance Service under sections 5, the Contractor's service technician must prepare a Hardware Maintenance Service report. For any Hardware Maintenance Service provided on site, the Contractor must provide one copy of this report to the representative of HRM at the site when the work is completed. For any Hardware Maintenance Service performed off site, the Contractor must include a copy of this report with the Hardware when it is returned to HRM. The Contractor must keep copies of the reports for six (6) years from the date the Contract expires or is terminated and provide a copy of any Hardware Maintenance Service reports to the HRM on request. Each Hardware Maintenance Service report must include the following: a. the date and time the Contractor received the maintenance call; b. the service location that received or responded to the maintenance call; c. the serial number for the item of Hardware; d. the name of person who performed the maintenance; e. if the maintenance is performed on site, the time the service technician arrived at the site, and all the time spent working at the site, including the number of hours and date for each day worked at the site; f. a description of symptom; g. the diagnosis of problem; h. a list of all parts replaced or installed; i. the identification number of each major assembly removed or exchanged, if any; and j. if the maintenance was performed on site, both the name of the Contractor's service technician and the service location from which the representative works, as well as the name and signature of HRM's representative at the site who accepts that the Hardware appears to

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have been restored to Fully Functional Operation. 8. The Contractor guarantees that the parts required to perform the Hardware Maintenance Service will be available throughout the Hardware Maintenance Period. 9. HRM becomes the owner of any parts used to repair or maintain the Hardware (which themselves become part of the Hardware), except for Leased Hardware. 10. HRM acknowledges that, in performing the Hardware Maintenance Service, the Contractor and its employees, agents, and subcontractors may develop and share with HRM ideas, know-how, teaching techniques, and other intellectual property. Except as otherwise provided in the Contract, ownership of that intellectual property will belong to the Contractor. As long as the Contractor at all times observes the confidentiality provisions of the Contract, the Contractor will be entitled to use that intellectual property for whatever purposes it sees fit, including in the services it provides to its other customers, on the condition that HRM also has the right, without cost, to use that intellectual property for its own purposes. 13. Classes of Hardware Maintenance Service 1. This section describes two classes of Hardware Maintenance Service: "Return-to-Depot Maintenance Service" and "On-Site Maintenance Service". If the Contract specifies that more than one class of service applies, HRM may specify the class of service required for each item of Hardware, either in the Articles of Agreement or, if the Contract contemplates multiple orders for the purchase or lease of Hardware, in the individual order at the time the Hardware is purchased or leased. If the Contract does not specify the required class of service, the Contractor must provide Return-to-Depot Maintenance Service only. 2. For Return-to-Depot Maintenance Service, during the PPM throughout the Hardware Maintenance Period, the Contractor must pick up and return the Hardware to and from the location in HRM where the Hardware was in use at the time the problem occurred. The Contractor must pick up the Hardware requiring maintenance within forty-eight (48) hours of HRM requesting maintenance. Within five (5) working days of HRM requesting maintenance, the Contractor must restore the Hardware to Fully Functional Operation and return it to HRM at the location where it was in use at the time the problem occurred, or must deliver a replacement that meets the requirements of the Contract. 3. For On-Site Maintenance Service, during the PPM throughout the Hardware Maintenance Period, the Contractor must perform on-site maintenance on any Hardware for which a problem is reported at the location in HRM where the Hardware was in use at the time the problem occurred, in accordance with the following: a. The Contractor must arrive on site within the following timeframe if the equipment is located within the Regional Centre (The former cities of Halifax and Dartmouth and the former town of Bedford), a service

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b.

c.

d.

e.

f.

technician must respond by telephone within 1 hour of the telephone call for service and a service technician must arrive at the site within twentyfour (24) hours of the initial call requesting service; After starting the maintenance, the Contractor must work continuously throughout the PPM until it returns the Hardware to Fully Functional Operation or until HRM suspends the work. The period from the time that HRM notifies the Contractor to suspend the Work until HRM notifies the Contractor to resume work will not be considered Downtime. If the Hardware requires maintenance at a time when the required response time would result in the Contractor's service technician arriving at the site outside of the PPM, and HRM does not request service outside of the PPM at the applicable rate, if available under the Contract, then the period until the next PPM will not be considered Downtime. Within 5 working days of HRM requesting maintenance, the Contractor must restore the Hardware to Fully Functional Operation or must deliver a replacement that meets the requirements of the Contract. If the Contract includes a separate hourly rate for on-site maintenance service performed outside the PPM, and the user placing the call for hardware maintenance service specifically requests that the service be performed outside the PPM at an additional charge, the Contractor must arrive at the site within the timeframes specified in subsection 3(a) as though the service were being performed within the PPM. In this case, the Contractor is entitled to include a charge on the next invoice, at the on-site maintenance service hourly rate for work outside the PPM specified in the Contract, for the hours worked outside the PPM. The Contractor is entitled to charge for the actual time worked outside of the PPM or two (2) hours, whichever is more, but is not entitled to charge for travel time. Where the Contractor performs the hardware maintenance service outside the PPM, the time outside the PPM until the Hardware is restored to fully functional operation will be considered downtime. The Contractor may also submit a charge on its next invoice, at the onsite maintenance service hourly rate for work outside the PPM specified in the Contract, for hours worked outside the PPM where the Contractor arrives at the site during the PPM and begins the Work, but is unable to complete the Work during the PPM, if HRM's on-site representative specifically requests that the service technician remain after the PPM ends to complete the Work at an additional charge. To submit this charge, the Contractor must obtain the signature of HRM's on-site representative agreeing to the additional charge. Because the Contractor's service technician is already at the site, the Contractor must only charge for the actual time worked outside the PPM, and no minimum charge applies. Where the Contractor performs the Hardware Maintenance Service outside the PPM, the time outside the PPM until

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the Hardware is restored to Fully Functional Operation will be considered Downtime. g. If no On-Site Maintenance Service hourly rate for work outside the PPM is specified in the Contract, the Contractor is not required to perform the Hardware Maintenance Service outside the PPM and must not submit a charge if it chooses to complete the Work outside the PPM.

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1. License Grant 1. The Contractor grants to HRM a perpetual (subject to section 10(2) below), nonexclusive license to use and reproduce the Licensed Software in accordance with the conditions of the Contract. 2. Subject to the transfer rights described in section 6, the HRM is the only entity authorized to use and reproduce the Licensed Software on behalf of HRM. If HRM is reconfigured, absorbed by another government department or agency, or is disbanded entirely, HRM may, by giving notice to the Contractor, designate another department or agency as the "Client" for the purposes of the Contract. 3. Unless provided otherwise in the Contract, the license granted under the Contract is unaffected by changes in the HRM environment, such as changes to the operating system, types of devices, or other software products used by HRM from time to time in addition to the Licensed Software. 4. Unless provided otherwise in the Contract, the license granted under the Contract is a User License as described in section 3 below. 5. The Contractor must provide the English language version of the Licensed Software. 2. Ownership 1. HRM acknowledges that ownership of the Licensed Software belongs to the Contractor or its licensor and is not transferred to HRM. As a result, any reference in the Contract to any part of Licensed Software as a deliverable must be interpreted as a reference to the license to use that Licensed Software, not to own the Licensed Software. 2. HRM acknowledges that, in performing any warranty, maintenance, support and professional services related to the Licensed Software (if required under the Contract), the Contractor and its employees, agents, and subcontractors may develop and share with HRM ideas, know-how, teaching techniques and other intellectual property. Unless otherwise provided in the Contract, ownership to that intellectual property will remain with the Contractor. As long as the Contractor at all times observes the confidentiality provisions of the Contract, the Contractor will be entitled to use that intellectual property for whatever purposes it sees fit, including in the services it provides to its other customers, on the condition that HRM also has the right to use that intellectual property for its own business purposes at no additional cost. The Contractor agrees that all data, know-how or other intellectual property created or owned by HRM will remain the property of HRM, regardless of whether that data is created, processed, or stored using the Licensed Software. 3. User License Unless provided otherwise in the Contract, a "User License" entitles the designated number of Users specified in the Contract to access, install, copy, deploy, test and use the Licensed Software for HRM purposes unrestricted by the number or type of installations, locations, servers, processors, data, documents, transactions, platforms, devices, networks, operating systems, application program interfaces or operating environments

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that a User may be using or processing at any time including any equipment required to allow Users to work remotely; all without requiring the purchase of any further licenses or rights. 4. Device License Unless provided otherwise in the Contract, a "Device License" entitles Users to access, install, copy, deploy, test and use the Licensed Software for government purposes on the designated number of Devices specified in the Contract without requiring HRM to purchase any additional licenses to software or components; all without any restriction on the use of associated peripheral equipment. The Device License allows the Client to use the Licensed Software unrestricted by the number or type of Users, data, documents and/or transactions HRM or a User may be using or processing at any time, or the location of a Device. 5. Entity License Unless provided otherwise in the Contract, an "Entity License" entitles HRM to use the Licensed Software for municipal purposes throughout the corporate structure of HRM in association with any number of Devices or by any number of Users. The Entity License allows HRM to use the Licensed Software in whole or in part, unrestricted by the number or type of Users, data, documents and/or transactions a Client or a User may be using or processing at any time, or the location of the Device. 1. If the Licensed Software contains any features, functions or characteristics ("Disabling Codes") that might cause the Licensed Software to be unusable by HRM without passwords, authorization codes or similar information, the Contractor must provide to HRM, in advance and on an ongoing basis, provided HRM is not in default of its obligations regarding the use of the Licensed Software, all the information required by HRM to continue to use the Licensed Software. 2. If the license is perpetual, the Contractor must deliver this information regardless of whether the Contract has otherwise expired and regardless of whether HRM is currently receiving maintenance or support for the Licensed Software. 3. If the existence or characteristics of any Disabling Code are not known to the Contractor, but the Contractor later becomes aware of them, the Contractor must correct or remove the Disabling Code from the Licensed Software or take whatever other steps are necessary to ensure that HRM is able to continue using the Licensed Software. 6. Licensed Software - Transfer The license to use the Licensed Software under the Contract is transferable by HRM under the same conditions of the Contract, to any device or Client, as applicable, to any department, commission or agency or to any other party for which HRM has been authorized to as long as HRM informs the Contractor of the transfer within thirty (30) days of the transfer occurring. For the purposes of this section, in the circumstances where an Entity License is transferred, such license will be capped at the number of users in the transferring department, commission, agency or other party before the transfer. 7. Software Documentation 1. Copyright in the Software Documentation will not be owned by or transferred to HRM. However, HRM has the right to use the Software Documentation and may,

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for its own internal purposes, copy it for use by individuals using or supporting the Licensed Software, as long as HRM includes any copyright and/or proprietary right notice that was part of the original document in any copy. Unless provided for in the Contract, HRM must not otherwise reproduce the Software Documentation without first obtaining the written consent of the Contractor. 2. The Contractor guarantees that the Software Documentation contains enough detail to permit a User to access, install, configure, copy, deploy, test and use all features of the Licensed Software. 3. Unless provided otherwise in the Contract, at no additional cost to HRM, the Contractor must update the Software Documentation throughout the period of the Contract to the most current release level consistent with the Licensed Software delivered under the Contract. The Contractor must provide these updates to HRM within ten (10) days of the update being available. These updates must include supporting documentation for all modifications to the Licensed Software, including new versions and new releases that HRM is entitled to receive under the Contract and must identify any problems resolved, enhancements made, or features added to the Licensed Software, together with installation instructions. 8. Media 1. The Contractor must deliver the Licensed Software to HRM on the medium of HRM's choice from among those the Contractor makes available to its other customers (for example, CD-ROM or Internet download). The Contractor agrees that HRM may distribute the Licensed Software to Users on HRM's choice of Media. 2. The Contractor guarantees that the media will be compatible with the computer systems, as detailed in the Contract, on which the Licensed Software will be installed. The Contractor also guarantees that the media, as supplied by the Contractor, will be free from computer viruses. 9. Term of License 1. Unless provided otherwise in the Contract, HRM's license to use the Licensed Software is perpetual, regardless of any termination of the Contract by mutual consent, for the convenience of HRM or for default of the Contractor, as long as HRM has paid for the license to the Licensed Software. Any perpetual license granted under the Contract can only be terminated by the Contractor in accordance with subsection 2 below. 2. The Contractor may terminate HRM's license with respect to the Licensed Software by giving HRM written notice to that effect if HRM is in breach of its license with respect to the Licensed Software, or fails to pay for the license in accordance with the Contract, and if that breach continues for a period of thirty (30) days after HRM receives written notice from the Contractor giving particulars of the breach. 10. Acceptance 1. Work Subject to Acceptance: All Licensed Software delivered and all services provided under the Contract are subject to inspection by HRM. If any of the Licensed Software does not meet all the requirements of the Contract, HRM may reject it or require that it be corrected, at the sole expense of the Contractor, before recommending payment. 2. Effect of Acceptance: Acceptance by HRM does not relieve the Contractor of any

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responsibility for defects or other failures to meet the requirements of the Contract or the Contractor's responsibilities with respect to warranty, maintenance or support under the Contract. 3. Period of Acceptance: Unless provided otherwise in the Contract, the acceptance procedures are as follows: a. when the Work is complete, the Contractor must notify HRM in writing, with a copy to HRM, by referring to this provision of the Contract and requesting acceptance of the Work; b. HRM will have thirty (30) days from receipt of the notice to perform its inspection (the "Acceptance Period"). 4. If HRM provides notice of a deficiency during the Acceptance Period, the Contractor must address the deficiency as soon as possible and notify HRM in writing once the Work is complete, at which time HRM will be entitled to re-inspect the Work before acceptance and the Acceptance Period will begin again. 11. Right to License 1. The Contractor guarantees that it has the right to license the Licensed Software and full power and authority to grant to HRM all the rights granted under the Contract. The Contractor also guarantees that all necessary consents to that grant have been obtained. HRM agrees that its only remedy and the Contractor's entire obligations in relation to a breach of this guarantee are the remedies and obligations set out in the section entitled "Intellectual Property Infringement and Royalties" contained in the General Conditions or in the contract, as the case may be. 2. The Parties agree that only the conditions that expressly form part of the Contract by being written out in full in the Contract listed in the order of precedence section in the general term and conditions form part of the Contract. Any conditions accompanying or enclosed with the Licensed Software, if any, do not form part of the Contract and, therefore, are not part of HRM's license and do not affect the rights of the Parties in any way. The Contractor agrees that in no event will HRM or Metro Transit or User be required to enter into any additional license agreement with respect to the Licensed Software or any portion of it. The Contractor acknowledges that any additional license agreement relating to the Licensed Software signed by anyone other than the HRM is void and of no effect. 3. HRM is not bound by and does not accept any "shrink-wrap" or "click-wrap" conditions or any other conditions, express or implied, that are contained in or on the software packaging or conditions that may accompany the software in any manner, regardless of any notification to the contrary. 12. Enhancements and Improvements The Contractor agrees to provide HRM with all improvements, updates, upgrades and enhancements to the Licensed Software for ninety (90) calendar days following the acceptance of the Licensed Software. Any improvements, updates, upgrades and enhancements made to the Licensed Software will not materially degrade the functionality of the total solution proposed in the RPF response. 13. Warranty 1. In this section, unless provided otherwise in the Contract, "Software Warranty Period" means a period of 365 calendar days from the date on which the Licensed

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Software is accepted in accordance with the conditions of the Contract, except for warranty work and any other work that is scheduled under the Contract to be performed after the start of the Software Warranty Period. 2. The Contractor warrants that, during the Software Warranty Period, the Licensed Software will operate on the computer system or systems on which the Licensed Software are installed in accordance with the Software Documentation that is associated with the Licensed Software, as well as the Specifications set out in the Contract, if any. If the Licensed Software fails to meet this warranty at any time during the Software Warranty Period, the Contractor, if requested by HRM, must, as soon as possible, correct, at the Contractor's expense, any programming errors and defects and make any additions, modifications or adjustments to the Licensed Software that are necessary to keep the Licensed Software in operating order, in accordance with the Software Documentation that is associated with the Licensed Software and the Specifications. 3. Although the Contractor must use all reasonable efforts to provide permanent corrections for all software errors, HRM acknowledges that certain errors may not be permanently corrected by the Contractor under the warranty. The Contractor must provide a software patch or by-pass around the error in all cases where the error will not be permanently corrected. As a minimum, any such software patch or by-pass must cause the Licensed Software to meet the functional and performance criteria set out in the Software Documentation associated with the Licensed Software and the Specifications. 4. The Contractor warrants that, throughout the Software Warranty Period, the Software Documentation will be free from all defects in materials and will conform with the requirements of the Contract. If HRM discovers a defect or non-conformance in any part of the Software Documentation during the Software Warranty Period, the Contractor must, if requested by HRM, as soon as possible, correct, at the Contractor's expense, the part of the Software Documentation found to be defective or not in conformance with the requirements of the Contract. 5. The Contractor warrants that, throughout the Software Warranty Period, the Media will be free from all defects in materials or workmanship, and will conform with the requirements of the Contract. HRM may return non-conforming or defective Media to the Contractor within the Software Warranty Period, with notice of the nonconformance or the defect, and the Contractor must promptly replace that Media with corrected Media at no additional cost to HRM. 6. If the Contractor must perform support services with respect to the Licensed Software during the Software Warranty Period, it is agreed that the provisions concerning support will not be interpreted so as to derogate from the warranty provisions set out in this section. 7. The warranties set out in this section will survive inspection and acceptance of the Work by or on behalf of HRM, and do not restrict any other provision of the Contract or any condition, warranty or provision imposed by law. 14. Source Code Escrow If requested by HRM, the Contractor must put in place for HRM, at no additional charge, whatever escrow arrangements, if any, it usually puts in place for its customers, and must

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give HRM, within thirty (30) calendar days from the date of the Contract, a copy of the agreement with its escrow agent which sets out the conditions under which the escrow agent is authorized to release the source code to HRM. 15. Right to Modify and no Reverse Engineer 1. If the source code for the Licensed Software is provided to HRM under the Contract, that code forms part of the "Licensed Software" for the purposes of the Contract. HRM will have the right, at HRM's discretion, to copy and modify the Licensed Software for HRM's own purposes and use, through the services of HRM's own employees or of independent contractors, as long as those contractors agree not to disclose or distribute any part of the Licensed Software to any other person or entity or otherwise violate the proprietary rights of the owner of the Licensed Software. 2. HRM will be the owner of any modifications contemplated in this clause, but will obtain no ownership interest in the Licensed Software, and any portion of the Licensed Software contained in those modifications will remain subject to the conditions of HRM's license. The Contractor must not incorporate any such modifications into its software for distribution to third parties unless HRM has granted the necessary distribution rights to the Contractor under a written license agreement. The provisions of this section do not prevent the Contractor or its thirdparty licensors from independently developing modifications. Unless provided otherwise in the Contract, HRM agrees not to reverse engineer the Licensed Software. 16. Risk of Loss 1. Risk of loss of or damage to the Licensed Software or the Media, or to any part of them, will pass to HRM upon delivery of the Licensed Software or the Media, or that part, to HRM. 2. Despite subsection 1, the Contractor will be liable for loss or damage to the Licensed Software or Media that is caused by the Contractor or any of its subcontractors after delivery. 17. Destruction on Termination or Expiration In the event of termination or expiration of HRM's license, HRM will, if requested by the Contractor, either return all copies of the Licensed Software to the Contractor or, at HRM's option, will confirm in writing to the Contractor that all copies of the Licensed Software have been destroyed except for one copy, which HRM may retain for archival purposes only.

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SCHEDULE C Supplementary Terms and Conditions for Maintenance and Support Services for Licensed Software 1. Software Error Correction Services 1. HRM may report to the Contractor any failure of the Licensed Software to operate in accordance with the Software Documentation or, if applicable, the Specifications during the Software Support Period. HRM may report failures either in writing or by telephone or other remote communication. Upon receipt of a report of a failure from HRM, unless provided otherwise in the Contract, the Contractor must use all reasonable efforts to provide HRM within the time frames established in subsections 2 and 3, with a correction of the Software Error which caused the failure. Any such software correction must cause the Licensed Software to meet the Software Documentation or, if applicable, the Specifications during the Software Support Period. The Contractor must use all reasonable efforts to provide permanent corrections for all Software Errors and the Contractor warrants that the Licensed Software will meet the functional and performance criteria set out in the Specifications. All Software Error corrections will become part of the Licensed Software and will be subject to the conditions of HRM's license with respect to the Licensed Software. 2. Unless provided otherwise in the Contract, the Contractor must respond to a report of a Software Error in accordance with the severity of the Software Error, as detailed in subsection 3. The severity will be reasonably determined by HRM, and communicated to the Contractor, based on the following definitions: "Critical" : indicates total inability to use Licensed Software, resulting in a critical impact on user objectives; "High" : indicates ability to use Licensed Software but user operation is severely restricted; "Medium" : indicates ability to use Licensed Software with limited functions which are not critical to overall user operations; "Low" : indicates that the problem has been by-passed or temporarily corrected and is not affecting user operations. Unless provided otherwise in the Contract, the Contractor must use reasonable efforts to correct Software Errors as follows: "Critical" : within twenty-four (24) hours of notification by HRM; "High : within seventy-two (72) hours of notification by HRM; "Medium" : within fourteen (14) days of notification by HRM; "Low" : within ninety (90) days of notification by HRM. If HRM reports a Software Error to the Contractor, must give the Contractor reasonable access to the computer system on which the Licensed Software resides, and must provide such information as the Contractor may reasonably request, including sample output and other diagnostic information, in order to permit the Contractor to expeditiously correct the Software Error. 2. Maintenance Releases

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3.

4.

5.

6.

7.

During the Software Support Period, the Contractor must provide to HRM all Maintenance Releases, in object-code form, at no additional cost. All Maintenance Releases will become part of the Licensed Software and will be subject to the conditions of HRM's license with respect to the Licensed Software. Unless provided otherwise in the Contract, HRM will receive at least one Maintenance Release during any twelve (12) month maintenance period. Media 1. The Contractor must provide to HRM all Software Error corrections, Maintenance Releases and updates on Media that are free of defects and of computer viruses, and which are compatible with the computer systems on which the Licensed Software are installed. 2. HRM will own the Media provided to HRM in the performance of the software support services upon delivery to and acceptance of the Media by or on behalf of HRM. For the purposes of this subsection, "Media" does not include the Licensed Software stored on the Media. Support Services If the Contract provides for support services, the Contractor must provide to HRM access to the Contractor's personnel, to help HRM in answering questions with respect to the Licensed Software, during the hours specified in the Contract. If the hours are not specified in the Contract, this access to the Contractor's personnel must be within PPM at the site where the Licensed Software are installed. HRM's access to the Contractor's personnel must include telephone, fax, e-mail and Internet access and, if expressly provided in the Contract, on-site and Swift Action Tactical (SWAT) services. If applicable and if specified in the Contract, HRM will, by notice in writing to the Contractor, appoint a user representative or representatives who will be the only individual(s) entitled to access the support services on behalf of HRM. HRM may change any such appointment by subsequent notice to the Contractor. Support Charges and On-site Services Unless provided otherwise in the Contract, the monthly or yearly support charge specified in the Contract is inclusive of all software support services described in the Contract, except for On-site services and On-site SWAT response services for Software Error correction. The Contractor must provide on-site services, when requested by HRM, at fixed rates specified in the Contract. Reasonable travel and living costs incurred by the Contractor in connection with on-site services, if approved in advance by HRM, will be reimbursed to the Contractor in accordance with the guidelines specified in the Contract. All such pre-approved costs must be invoiced to HRM as a separate charge. HRM's Responsibilities 1. Unless provided otherwise in the Contract, HRM will maintain, for the Software Support Period, Internet access for use in connection with the software support services. HRM will be responsible for the installation, maintenance and use of such equipment and associated charges. The Contractor may use the data line and electronic mail in connection with the provision of the software support services. 2. Unless provided otherwise in the Contract, HRM will be responsible for the installation of all Software Error corrections and Maintenance Releases and upgrades. Excluded Services

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The Contractor is not obligated to correct a failure of the Licensed Software to operate in accordance with the Specifications if the failure results from: 1. use of the Licensed Software by HRM that is not in accordance with HRM's license; 2. the use of Hardware or Licensed software that is supplied by a person other than the Contractor or a subcontractor and that is not in accordance with the requirements in the RFP and Software Documentation; or 3. modifications to the Licensed Software that are not approved by the Contractor or a subcontractor.