RFP 21-61 Financial Audit Services Final

Northern Supply Chain
Request for Proposals
For
Financial Audit Services for The Catholic Children’s Aid Society of Toronto
& Catholic Children’s Aid Foundation
Request for Proposals No.: 21-61

Issued: Wednesday, October 20th, 2021
Proposal Submission Deadline: Friday, November 19th, 2021 01:30:00 PM EST
 Northern Supply Chain 2021

TABLE OF CONTENTS
Table of Contents
Part 1 – Introduction ................................................................................................................ 1
1.1 Definitions ...................................................................................................................................... 1
1.2 No Bidding Contract ...................................................................................................................... 3
1.3 Overview ....................................................................................................................................... 3
1.4 Participating NSC Members .......................................................................................................... 4
1.5 Invitation to Proponents ................................................................................................................ 4
1.6 Form of Agreement for Deliverables ............................................................................................. 4
1.7 No Guarantee of Volume of Work or Exclusivity of Contract ........................................................ 5
Part 2 – The Deliverables ......................................................................................................... 6

2.1 Background Information ................................................................................................................ 6
2.1.1 Other Pertinent Information: 7
2.2 Description of Deliverables ........................................................................................................... 7
2.3 Mandatory Requirements .............................................................................................................. 8
2.4 Rated Criteria ................................................................................................................................ 8
2.4.1 Reporting Requirements & Written Communication 8
2.4.2 Communication 9
2.4.3 Value Added Products and/or Services 9
2.4.4 Optional Services 9
2.5 Historical Data ............................................................................................................................. 10
Part 3 – Evaluation Of Proposals ...........................................................................................11

3.1 Stages of Proposal Evaluation .................................................................................................... 11
3.1.1 Stage I 11
3.1.2 Stage II 11
3.1.3 Stage III 11
3.1.4 Stage IV 11
a) Oral Presentation 11
3.1.5 Cumulative Score 11
3.2 Stage I – Mandatory Requirements ............................................................................................ 11
3.2.1 Form of Offer (Appendix B) 12
3.2.2 Rate Bid Form (Appendix C) 12
3.2.3 Other Mandatory Requirements 13
3.3 Stage II – Evaluation of Rated Criteria ........................................................................................ 13
3.3.1 Rated Criteria 13
3.3.2 Experience and Qualifications (27 points) 13
3.3.3 Other Rated Criteria (23 points) 14
3.4 Stage III – Evaluation of Pricing .................................................................................................. 15
3.4.1 Pricing 15
3.5 Stage IV – Interview Presentations 10 Points ........................................................................ 15
Request for Proposal Table of Contents ii

Part 4 – Terms And Conditions Of The RFP Process ...........................................................16
4.1 General Information and Instructions .......................................................................................... 16
4.1.1 Timetable 16
4.1.2 Proponents to Follow Instructions 16
4.1.3 Proponents to Obtain RFP Only Through Bonfire® 16
4.1.4 Proposal Submissions 16
4.1.5 NSC’s Information in RFP Only an Estimate 17
4.1.6 Proponents Shall Bear Their Own Costs 17
4.2 Communication After Issuance of RFP ....................................................................................... 17
4.2.1 Proponents to Review RFP 17
4.2.2 All New Information to Proponents by way of Addenda on Bonfire® 18
4.2.3 Proponent Questions Via Bonfire® 18
4.2.4 Post-Deadline Addenda and Extension of Proposal Submission Deadline 18
4.3 Submission of Proposals ............................................................................................................. 18
4.3.1 NSC May Seek Clarification and Incorporate Response into Proposal 18
4.3.2 RFP Incorporated into Proposal 18
4.3.3 No Incorporation by Reference by Proponent 19
4.4 Execution of Agreement, Notification, Debriefing, Tie Break & Bid Protest Process .................. 19
4.4.1 Selection of Preferred Proponent 19
4.4.2 Discussions with Preferred Proponent 19
4.4.3 Failure to Enter Into Agreement 19
4.4.4 Notification to Other Proponents of Outcome of Procurement Process 20
4.4.5 Debriefing 20
4.4.6 Bid Protest 20
4.4.7 Tie Break Process 20
4.5 Prohibited Communications, Confidential Information and FIPPA ............................................. 20
4.5.1 Prohibited Proponent Communications 20
4.5.2 Proponent Not to Communicate With Media 20
4.5.3 Confidential Information of the NSC 20
4.5.4 Freedom of Information and Protection of Privacy Act 20
4.6 Canada Free Trade Agreement and the Comprehensive Economic and Trade Agreement ..... 21
4.7 Accessibility for Ontarians with Disabilities Act ........................................................................... 21
4.8 Reserved Rights and Governing Law ......................................................................................... 22
4.8.1 Reserved Rights of NSC 22
4.8.2 Litigation Involving the NSC 23
4.8.3 Governing Law of RFP Process 23
4.8.4 Limitation of Liability 23
Appendix A – Form of Agreement .........................................................................................24
Appendix B – Form Of Offer ...................................................................................................48
Appendix C – Rate Bid Form Signature.................................................................................51
Appendix D – Reference Form ...............................................................................................52
Request for Proposal Table of Contents iii

Appendix E - Mandatory Requirements Questionnaire…………………………………………53
Appendix F - Non Financial Rated Criteria Questionnaire……………………………………..54
Appendix G - CYFSA Part X ...................................................................................................55
Appendix H - Financial Statements…………………………………………………………….…..57
Request for Proposal Table of Contents iv

PART 1 – Introduction
1.1 Definitions
“Bid” “Tender” “Proposal” and “Submission” means the documentation submitted by the
proponent in response to or in respect of this Request for Proposals.
“Broader Public Sector (BPS)” means the public face of government – the hospitals, agencies,
schools, other publicly funded organizations – that provide the day-to-day services to the
community and the province as a whole.
“Litigation” means an action in the courts, an arbitration, a mediation, a legal proceeding or any
other formal dispute resolution proceeding, including without limitation any civil, criminal, or
administrative investigation or proceeding, bankruptcy, insolvency, arrangement, re-organization,
acquisition, sale or divestiture of any business or corporation, or secured indebtedness, by or of
the Proponent.
“Northeast Local Health Integration Network (LHIN)” means one of the largest of 14 LHINs in
Ontario, responsible for planning, integrating and funding health care services for more than
565,000 people across an estimated 400,000 square kilometers. LHIN has offices in North Bay,
Sault Ste. Marie, Sudbury and Timmins, They are a provincial crown corporation that ensures the
local health care system works when people need it. The North East LHIN brings close to 150 of
our region’s health care partners together – hospitals, community support services, mental health
and addictions, community health centres, long-term care homes, and the Community Care
Access Centre. The North East LHIN: Measures the delivery of health care services; Sets targets
based on these measures; Holds organizations accountable for achieving targets; Publicly reports
on performance results; Achieves targets that improve the lives of patients; Engages with fellow
Northerners on building a patient focused health care system for Northerners, by Northerners.
“Northwest Local Health Integration Network (LHIN)” means The North West LHIN is a non-
profit organization established in June 2005. It covers the Thunder Bay and Rainy River Districts
and most of the Kenora District and is headquartered in Thunder Bay. The North West LHIN does
not directly provide health care services. The LHIN works with health care providers, communities
and the public to set priorities and plan health services in Northwestern Ontario. The LHIN
oversees the integration and coordination of local health services to make it easier
for clients/patients to access the care they need. Responsibilities also include allocating funding
for the following health services in Northwestern Ontario: Hospitals, Community Care Access
Centres (CCACs), Community support service organizations (e.g. homemaking, personal
assistance, etc.), Long-term care homes, Community Health Centres, and Community mental
health and addictions agencies.
“Northern Supply Chain (NSC)” means the 35 member hospitals comprised of 12 members in
LHIN 14 and 23 members in LHIN 13 as well as the 51 member agencies from Ontario
Association of Children’s Aid Societies. The NSC collaboration is a program sponsored by the
Thunder Bay Regional Health Sciences Centre (TBRHSC) and St. Joseph’s Care Group
(SJCG) and is responsible for the tendering, evaluating and awarding of the Sourcing Initiatives
released on behalf of the NSC membership.
“NSC Members” and “Member” means the following individual organizations: Anson General
Hospital, Atikokan General Hospital, Bingham Memorial Hospital, Blanche River Health, Dryden
Regional Health Centre, Espanola General Hospital, Geraldton District Hospital, Hôpital de
Mattawa Hospital, Hôpital Notre Dame Hospital, Hornepayne Community Hospital, Lady Dunn
Health Centre, Lady Minto Hospital, Lake of the Woods District Hospital, Manitoulin Health
Request for Proposal 1

Centre, Nipigon District Memorial Hospital, North Bay Regional Health Centre, North of Superior
Healthcare Group, North Shore Health Network/Réseau Santé Rive, Red Lake Margaret
Cochenour Memorial Hospital, Riverside Health Care Facilities, Santé Manitouwadge Health,
Sault Area Hospital, Sensenbrenner Hospital, Services de sante de Chapleau Health Services,
Sioux Lookout Meno Ya Win Health Centre, Smooth Rock Falls Hospital, St. Joseph's Care
Group, St. Joseph's Continuing Care Centre of Sudbury, St. Joseph's General Hospital Elliot
Lake, Temiskaming Hospital, Thunder Bay Regional Health Sciences Centre, Timmins and
District Hospital, Weeneebayko Area Health Authority, West Nipissing General Hospital/Hôpital
Général de Nipissing Ouest, West Parry Sound Health Centre, OACAS, Akwesasne Child and
Family Services, Brant Family and Children's Services, Bruce Grey Child and Family Services,
Catholic Children’s Aid Society of Hamilton, Catholic Children’s Aid Society of Toronto,
Chatham-Kent Children’s Services, Children’s Aid Society of Algoma, Children’s Aid Society of
Hamilton, Children’s Aid Society of London and Middlesex, Children’s Aid Society of Oxford
County, Children’s Aid Society of the District of Nipissing and Parry Sound, Children’s Aid
Society of Toronto, Dnaagdawenmag Binnoojiiyag Child and Family Services, Dufferin Child
and Family Services, Durham Children’s Aid Society, Family and Children’s Services Niagara,
Family and Children’s Services of Frontenac, Lennox and Addington, Family and Children’s
Services of Guelph and Wellington County, Family and Children’s Services of Lanark, Leeds
and Grenville, Family and Children’s Services of Renfrew County, Family and Children’s
Services of St. Thomas and Elgin County, Family and Children’s Services of the Waterloo
Region, Halton Children’s Aid Society, Highland Shores Children’s Aid, Huron-Perth Children’s
Aid Society, Jewish Family and Child, Kawartha-Haliburton Children’s Aid Society, Kenora-
Rainy River Districts Child and Family Services, Kina Gbezhgomi Child and Family Services,
Kunuwanimano Child & Family Services, Mnaasged Child and Family Services, Native Child
and Family Services of Toronto, Niijaansinaanik Child and Family Services, Nogdawindamin
Family and Community Services, North Eastern Ontario Family and Children’s Services,
Payukotayno James and Hudson Bay Family Services, Ogwadeni:deo, Peel Children’s Aid
Society, Rocky Bay Child and Family Services, Sarnia-Lambton Children’s Aid Society, Simcoe
Muskoka Child, Youth and Family Services, The Children’s Aid Society of Haldimand and
Norfolk, The Children’s Aid Society of Ottawa, The Children’s Aid Society of the Districts of
Sudbury and Manitoulin, The Children’s Aid Society of the United Counties of Stormont, Dundas
and Glengarry, The Children's Aid Society of the District of Thunder Bay, Tikinagan Child and
Family Services, Valoris for Children and Adults of Prescott-Russell, Windsor-Essex Children's
Aid Society, York Region Children’s Aid Society and Confederation College.
“Northern Supply Chain Contact” means
Kaitlyn Ford
807-684-6503
fordk@tbh.net
“Ontario Association of Children’s Aid Societies (OACAS)” means OACAS is a not-for-profit

member organization representing Children’s Aid Societies and Indigenous Child and Family
Well-Being Agencies in Ontario. OACAS is an association representing 50 member organizations.
Of these, 48 of 50 are mandated CASs and Indigenous Child and Family Well-Being Agencies;
two are pre-mandated Indigenous agencies. The Association is governed by a voluntary board of
directors and provides support to the membership by advocacy and government relations, public
education, training, information and knowledge management, and event planning.
Since 1912, OACAS has continued to serve families and communities by enhancing and
promoting the welfare and well-being of children, youth and families in Ontario. The OACAS
vision is re-imagining child welfare as an effective children’s services system that supports ALL
children, youth, families and communities. OACAS is guided by the values of equity,

collaboration, respect and humility, accountability and transparency, and courage and
innovation.
“Participating Members” mean those NSC Members listed in section 1.4.
“Preferred Proponent” means the Proponent who has scored the most points through stages
one, two and three.
“Proposal” and “Submission” means the documentation submitted by the Proponent in response
to or in respect of this Request for Proposal.
“Proponent” means the legal entity proposing to offer the Deliverables outlined in the RFP, and
that is responsible for the RFP submission.
“RFP” means this Request for Proposal issued by NSC for the Deliverables and any addenda
thereto.
“Shall or Must” indicates a mandatory requirement that must be substantially completed and
complied with for a Proposal to be considered compliant and therefore capable of being reviewed
by the NSC
“Should or May” means a requirement included in a Proposal that the NSC will evaluate by
applying judgement, in accordance with the evaluation criteria set out herein.
“Steering Committee” is comprised of 21 representatives from NSC member organizations
“Successful Proponent” and “Selected Proponent” means the Proponent who is selected
through the RFP process to contract with the NSC Members listed in section 1.4 for the delivery
of the Deliverables.
1.2 No Bidding Contract
Notwithstanding any other term or provision of this RFP, this RFP is not a tender but merely a call
for Proposals and is not an offer to enter into a contract A (Bidding Contract) or contract B
(Goods/Services Contract) arrangement. The submission of a Proposal by a Proponent shall not
create any legal or contractual rights or obligations whatsoever on any of the Proponents or the
Northern Supply Chain (NSC) or the Participating Purchasers. Except as described in this RFP,
no legal relationship or obligation of any kind whatsoever shall be created between the Proponent
or NSC or the Participating Purchasers unless and until the NSC and the Purchasers have
completed negotiations and have finalized a definitive agreement satisfactory to the NSC, the
Purchasers and the Proponent.
1.3 Overview
Northern Supply Chain (NSC) is a shared service collaboration, comprised of twelve (12) hospitals
in Northwestern Ontario, twenty-three (23) hospitals in Northeastern Ontario and fifty-one (51)
Children’s Aid Societies across Ontario. The program was initially formed in the fall of 2011 with
subsequent expansion in July 2016 to include LHIN 13 Hospitals and April 2018 to include
Children’s Aid Societies. NSC is intended to provide a strategic sourcing initiative that the
hospitals and agencies can choose to participate in, and that drives savings, from both a monetary
and an efficiency point of view.
NSC is located in Northwestern Ontario (LHIN 14) and is supported by the consolidation of St.
Joseph’s Care Group (SJCG) and Thunder Bay Regional Health Sciences Centre (TBRHSC),

Supply Chain Management Departments. NSC has the authority to conduct competitive bidding,
create language within formal contracts and finalized Forms of Agreement. Final Agreements will
be signed by each Participating Member.
NSC is governed by a Steering Committee which provides strategic direction to NSC, while the
program is based out of TBRHSC.
This Request for Proposal is issued by NSC on behalf of those of its Participating Members.
NSC provides enhanced value to the health and child welfare sectors through the effective and
efficient delivery of procurement services on behalf of all NSC Members. NSC will contribute to
the Ministry of Health and Long Term Care key outcomes of “sustaining high quality patient care
through more efficient and cost-effective services and ensuring a sustainable publicly-funded
health care system.”
NSC will be responsible for managing this RFP process including any award.
The preparation and issuance of this RFP is part of a competitive process that NSC is using to
obtain from Proponents the best overall quality and value for the equipment, products, works
and/or services described herein.
For additional information on NSC please visit the following site: www.northernsupplychain.ca or
contact us at (807) 684-6500.
1.4 Participating NSC Members
There is two (2) NSC Members that will be participating in this procurement, with the remaining
84 NSC Members having the option to join at a later date. Through the establishment of integrated
supply chain management relationships, shared services organizations, and the NSC’s affiliations
with other healthcare organizations, including its counterparts in the Broader Public Sector (BPS)
and Ontario Hospital Association, the opportunity for additional organizations to participate in
procuring the goods and services as contemplated through this RFP process and/or resulting
agreement may occur. The Successful Proponent shall at the request of the NSC extend the
terms and conditions (including pricing) of this RFP and/or a resulting agreement to these
organizations. However, neither NSC nor its Member shall be responsible for any obligations
under such contracts. Those Members participating immediately are:
Catholic Children’s Aid Society of Toronto

Catholic Children’s Aid Foundation
1.5 Invitation to Proponents
This Request for Proposal ("RFP") is an invitation to prospective Proponents to submit Proposals
for the provision of Financial Audit Services as further described in Part 2 – THE
DELIVERABLES (the “Deliverables").
1.6 Form of Agreement for Deliverables
The highest ranked Proponent will enter into negotiations with NSC with the objective of entering
into an Agreement substantially in the form of the draft Agreement attached as Appendix A. The
Agreement, if any, will be signed on or around March, 2022, and no obligation on the part of any
Purchaser shall arise until such time as the Agreement is signed (provided that the terms of the

RFP shall apply between the NSC and each compliant Proponent).The term of the agreement is
to be for a period of four (4) years with an option in favour of NSC Members to collectively extend
the agreement on the same terms and conditions for an additional term of up to four (4) one (1)
year terms.
The Successful Proponent will be required to enter into individual agreements; Form of
Agreements with each participating NSC Member. The Form of Agreement is attached as
Appendix A. If a Proponent has any questions, comments or suggested amendments to the Form
of Agreement, it must provide them in writing to NSC during the question period. Only those
amendments which are the subject of an addendum issued by NSC will be accepted by NSC.
Subject to any amendment contained in an addendum or done pursuant to section 4.8.1(o), the
Successful Proponent agrees to execute the Form of Agreement attached as Appendix A.
Should during the Term of the Agreement, the Successful Proponent offer to any other
comparable public sector institution or organization within Canada, the same or similar goods or
services as those goods or services contracted for under this RFP process at a lesser price, or
under more advantageous conditions than those offered by the Successful Proponent through
this RFP process, the Successful Proponent shall, without demand, offer the same pricing and/or
conditions to NSC and the Participating Members.
Through the establishment of integrated supply chain management relationships, shared services
organizations, and the NSC’s affiliations with other healthcare organizations and Agencies,
including its counterparts in the Broader Public Sector (BPS) and Ontario Hospital Association,
the opportunity for additional publically funded organizations to participate in procuring the goods
and services as contemplated through this RFP process and/or resulting agreement may occur.
The Successful Proponent shall at the request of the NSC extend the terms and conditions
(including pricing) of this RFP and/or a resulting agreement to these organizations. However,
neither NSC nor its Member shall be responsible for any obligations under such contracts.
1.7 No Guarantee of Volume of Work or Exclusivity of Contract
NSC makes no guarantee of the value or volume of work to be assigned to the Successful
Proponent although the volume of work best reflects the previous years’ volumes collectively for
the NSC Members. The Agreement executed with the Successful Proponent may not be an
exclusive contract for the provision of the described Deliverables if Deliverables cannot be
consistently met.
[End of Part 1 – INTRODUCTION]

PART 2 – The Deliverables
2.1 Background Information
The Catholic Children’s Aid Society of Toronto (CCAS) has been providing professional,
responsive, child-centred and family-focused supports and services to children, youth, and
families for more that 125 years. Mandated under the Child, Youth and Family Services Act and
funded by the Government of Ontario, CCAS provides child protection services 7 days per
week, 24 hours per day, and is one of four child welfare agencies in Toronto.
CCAS has three main areas of priority:
1. Strengthening families by providing them with services and supports to help children and
youth remain in their home
a. Family Group Conferencing
b. Supporting Adoptive Families
c. Supporting Kin Caregivers
d. Supporting Foster Families
2. Supporting children and youth through services that help with continued success and
well being
a. Independent Living Assistance
b. Child Access Program
c. Immigration Program Services
d. Education Advocacy & Scholarships
e. Pape Avenue Resource Centre
f. Ontario Child Benefit Equivalent
g. Registered Education Savings Plan
3. Health Services
a. Special Needs Services
b. Pastoral Care
c. Emergency Grants
d. Disclosure Services
e. Research and Best Practices
f. Complaints Resolution
Additional information can be found at the CCAS website: https://torontoccas.ca/
In 2019, The Catholic Children’s Aid Foundation (CCAF) was established to administer
charitable activities and is an affiliate of the CCAS. The Foundation is committed to improving
services to help our most vulnerable to ensure all families and youth have equal opportunities to
participate in extra-curricular activities, summer camp and continue their post-secondary
education.
Additional information can be found at the CCAF website: https://www.ccafdn.ca/
Note that past financial information regarding CCAS and CCAF can be found in Appendix H.

Name Physical Legal Structure Approximate Annual Revenue
Location
Catholic Children’s Toronto, ON Children’s Aid $82.6 Million with $80.6 Million
Aid Society of Society (CAS) funded by the Ministry of Children,
Toronto Community and Social Services
Catholic Children’s Toronto, ON registered charity $1.5 Million with $45M in net
Aid Foundation assets
2.1.1 Other Pertinent Information:
CCAS utilizes the Ministry CPIN system and Oracle for the general ledger; CCAF utilizes Sage
Business Cloud Accounting and Razor’s edge.
Historically, a substantive audit approach has been taken in past years. The Annual General
Meeting is scheduled the third week of June each year, at which time the external auditor is
appointed. Currently, the Board of Directors meets one day prior to the AGM to approve the
audited financial statements. The Finance and Administration committee meet the second week
of June to receive the final audited financial statements.
It is the firm belief of The Catholic Children’s Aid Society of Toronto that all persons associated
with our Society, especially the children, youth, families, communities, staff, caregivers and
volunteers, are ensured their human rights and freedoms, namely to be free from all forms of
racism, inequity and oppression. We are committed to respecting the human dignity of the
diverse Catholic community that we serve. In developing and implementing this anti-racism and
anti-oppression policy, we acknowledge and take a stand against the organizational and
systemic inequities in many of our procedures, policies and practices experienced by the
children, youth and families that we serve.
2.2 Description of Deliverables
CCAS is seeking a skilled, qualified, and competent Proponent to providing Financial Audit
Services. It is important to note that each of the CCAS and CCAF are registered charities under
the Income Tax Act (Canada) and are exempt from income taxes.
The Successful Proponent is expected to provide the following services: The following list is a
list of preferred products and services required, and should not be considered exclusive; CCAS
and CCAF are open to new product and service.
 Expression of an audit opinion on the Year end annual financial statements as prepared
by management, in accordance with Canadian Generally Accepted Auditing Standards
and Canadian public sector accounting standards for each of the following entities:
o Catholic Children’s Aid Society of Toronto

o Catholic Children’s Aid Foundation
Proposals submitted shall included all fees and expense for the deliverables in the scope of
work as an annual flat rate, excluding sales tax. There will be no additional fees charged for
these deliverables. Any services provided outside of the scope of this RFP will be considered a
separate engagement.
The CCAS and CCAF are seeking to appoint the external auditors at the June 21, 2021 Annual
General Meeting (AGM) and to start the contract for the 2022/2023 fiscal year.

2.3 Mandatory Requirements
The Successful Proponent must meet the following requirements:
 Must be licensed to practice audit services in the Province of Ontario (CPA Ontario)
 Must express an audit opinion on the Year end annual financial statements as prepared
by management, in accordance with Canadian Generally Accepted Auditing Standards
and Canadian public sector accounting standards for each of the following entities:
o Catholic Children’s Aid Society of Toronto

o Catholic Children’s Aid Foundation
 The final audited financial statements, written communication of audit results with
management’s response, and other such documentation must be completed and
provided to CCAS no later than 5 business days before the date of their presentation to
the Finance and Administration Committee of CCAS and Board of Directors of CCAF.
Identify requirements via a client assistance package 4 weeks in advance of each the
interim and year end audit.
 Must issue audited financial statements in prescribed technological format following

current standards (i.e. PDF)
 Must attend regular meetings including:

o Present the annual work plan for each of CCAF and CCAS as their respective
board committees;
 CCAF Board of Directors
 CCAS Finance and Administration Committee
o Present the annual audit results for each of the CCAF and CCAS at their
respective board committees;
 CCAF Board of Directors
 CCAS Finance and Administration Committee on the 10th business day of
June
o attend other meetings of governance of the CCAF and CCAS as requested
 Must meet with the appropriate Finance staff members of CCAS and CCAF to discuss
and agree upon a schedule for the completion of the interim and annual audit on the
financial statements and confirm the list of audits required
2.4 Rated Criteria
The Successful Proponent should meet the following requirements:
2.4.1 Reporting Requirements & Written Communication
 A first draft of the audited financial statements are provided to CCAS and CCAF prior to
the presentation to the Finance and Administration Committee of CCAS and Board of
Directors of CCAF providing sufficient time (ideally 3 days) for CCAF and CCAS
management to review and respond to any edits or issues identified in order to achieve
the distribution 5 days prior to the Finance and Administration Committee of CCAS and
Board of Directors of CCAF meetings as outlined in section 2.3. Please detail the

applicable tools, resources, policies and/or procedures deployed to ensure deliverables
are completed within required timelines.
 Preparation of audit results package and management letter (if applicable) to

accompany the audited financial statements describing significant deficiencies in internal
control and other deficiencies or issues identified as part of the audit that warrant the
attention of management or those charged with governance. Please include sample
reports or deliverables for evaluation as applicable. Please detail the tools, resources,
policies and/or procedures deployed to ensure issues are identified and discussed with
management in a timely manner.
2.4.2 On-Going Communication
The Successful Proponent should, but is not limited to, providing the following. Please detail the
tools, resources, policies and/or procedures deployed for appropriate and consistent
communication before, during and after the audit including:
 keeping CCAS and CCAF informed of the progress of the interim audit and main
audit and issues as they arise
 support and enable remote methodologies in working with the clients
 optimization of technology to promote efficiency and security in exchange of working

papers and other privileged information. Maintain appropriate data security standards
2.4.3 Value Added Products and/or Services
The Successful Proponent should, but is not limited to, providing the following value added
services/products. Please provide resources and tools to fulfill these products and or services:
 advice to CCAS and CCAF staff on issues related to financial statements and emerging
new applicable accounting standards
 publications related to tax matters, employee benefits, management issues, federal and
provincial budget reviews
 workshops, seminars or regulatory and other information updates;
It will be at the sole discretion of CCAS and CCAF as to whether or not these services and/or
products are relevant and required in order to meet their needs.
2.4.4 Optional Services
The following are optional services that the CCAS and/or CCAF may engage the Successful
Proponent in providing. It will be at the sole discretion of each (CCAS & CCAF) whether these
services are required:
 Conduct an audit of the CCAS Annual Reconciliation Reports and any other standard or
non routine reporting required by the Province of Ontario which may change from time to
time, following the modified accrual basis of accounting (per the Transfer Payment
Operating Funds Basis of Accounting Policy) followed by agencies of the Ministry of
Children, Community and Social Services.

 Pricing will also be requested for Annual Tax Returns (T3010) for both CCAS and CCAF
 Pricing will also be requested for French translation of the audited financial statements
for both CCAS and CCAF, which may be fulfilled upon request.
2.5 Historical Data
The Successful Proponent will be required to provide a summary of annual usage and pricing
within forty-five (45) days of the anniversary date of the agreement for each consecutive year of
the agreement. If the Proponent is successful for an additional term on the same contract, the
previous years' usage and pricing history is to be provided upon award of the new term. If the
Proponent is the incumbent, the previous years' data pertaining to the existing members must be
received prior to the commencement of the contract.
End of Part 2 – THE DELIVERABLES]

PART 3 – Evaluation Of Proposals
3.1 Stages of Proposal Evaluation
NSC will conduct the evaluation of Proposals in the following four (4) stages:
3.1.1 Stage I
Stage I will consist of a review to determine which Proposals comply with all of the mandatory
requirements. Proposals, which do not comply with all of the mandatory requirements, may,
subject to the express and implied rights of NSC, be disqualified and not evaluated further.
3.1.2 Stage II
Stage II will consist of a scoring by NSC of each qualified Proposal on the basis of the rated
criteria. A minimum score of 35 Points out of the possible 50 available points is required in order
for a Proposal to advance to Stage III. Proposals which score less than 35 Points at Stage II will
be eliminated from further evaluation and consideration.
3.1.3 Stage III
Upon completion of Stage II for all Proponents, the sealed pricing envelope provided by each
Proponent will then be opened and Stage III will consist of a scoring of the pricing submitted. The
evaluation of price/cost shall be undertaken after the evaluation of mandatory requirements and
any rated requirements has been completed.
3.1.4 Stage IV
a) Oral Presentation
The purpose of the Oral Presentation will be to allow the Proponent to address the major elements
of its Proposal, to obtain any required clarification, and to allow members of the Evaluation Team
to interact directly with key representatives of the Proponent’s proposed team so as to validate
and to make final adjustments, if required, to the evaluation results of the written Proposal. In
advance of the Oral Presentation each Proponent invited to make a presentation will be notified
in writing of the matters on which clarification will be sought, and the agenda for the meeting. The
Proponent will not have the opportunity to modify its written Proposal or otherwise introduce new
information during the Oral Presentation stage.
3.1.5 Cumulative Score
At the conclusion of Stage IV, all scores from Stage II, Stage III, and Stage IV will be added and,
subject to satisfactory reference checks and the express and implied rights of NSC, the highest
scoring Proponent will be selected to enter into the Form of Agreement attached as Appendix A
A to this RFP in accordance with Part 4 .
3.2 Stage I – Mandatory Requirements
Other than inserting the information requested on the mandatory submission forms set out in this
RFP, a Proponent may not make any changes to any of the forms. Any Proposal containing any
such changes, whether on the face of the form or elsewhere in its Proposal, may be disqualified.

3.2.1 Form of Offer (Appendix B)
Each Proposal must include a Form of Offer (Appendix B) completed and signed by the
Proponent.
(a) Conflict of Interest
In addition to the other information and representations made by each Proponent in the Form of
Offer, each Proponent must declare whether it has an actual or potential Conflict of Interest.
If, at the sole and absolute discretion of NSC, the Proponent is found to be in a Conflict of Interest,
NSC may, in addition to any other remedies available at law or in equity, disqualify the Proposal
submitted by the Proponent.
The Proponent, by submitting the Proposal, warrants that to its best knowledge and belief no
actual or potential Conflict of Interest exists with respect to the submission of the Proposal or
performance of the contemplated contract other than those disclosed in the Form of Offer. Where
NSC discovers a Proponent’s failure to disclose all actual or potential Conflicts of Interest, NSC
may disqualify the Proponent or terminate any contract awarded to that Proponent pursuant to
this procurement process.
(b) General
The Participating Members, in addition to any other remedies it may have in law or in equity, shall
have the right to rescind any Contract awarded to a Proponent in the event that NSC determines
that the Proponent made a misrepresentation or submitted any inaccurate or incomplete
information in the Form of Offer.
Other than inserting the information requested and signing the Form of Offer, a Proponent may
not make any changes to or qualify the Form of Offer in its Proposal. A Proposal that includes
conditions, options, variations or contingent statements that are contrary to or inconsistent with
the terms set out in the RFP may be disqualified. If a Proposal is not disqualified despite such
changes or qualifications, the provisions of the Form of Offer as set out in this RFP will prevail
over any such changes or qualifications in or to the Form of Offer provided in the Proposal.
3.2.2 Rate Bid Form (0)
Each Proponent must include this form completed according to the instructions contained in the
form as well as those instructions set out below:
(a) Rates shall be provided in Canadian Funds, inclusive of all applicable duties and fees, but
excluding the Harmonised Sales tax (HST). The HST will be added to purchases at
invoicing as applicable;
(b) Rates quoted by the Proponent shall be all inclusive and shall include all labour and
materials, installation, delivery, travel and carriage costs, insurance costs and all other
overhead including but not limited to any fees or other charges required by law;
(c) Rates quoted shall not include any expenses of a personal nature. The Participating NSC
Member will not reimburse the Supplier for such expense. Such expenses include but are
not limited to expenses for:
(i) recreational purposes (e.g. video rentals, mini-bars, etc.);
(ii) meals
(iii) personal items;
(iv) traffic and parking violations;
(v) social events or alcoholic drinks.

(d) All Expenses must:
(i) be work-related,
(ii) be modest and appropriate, and
(iii) strike a balance among economy, health & safety, and efficiency of operations.
(e) When expenses are allowed under this RFP, they will be reimbursed at the rate and under
the terms set out in this RFP. If no rate is specified in this RFP, the allowable expenses
will be reimbursed by each Participating Member in accordance with its respective policy.
A Proposal that includes conditional, optional, contingent or variable rates that are not expressly
requested in the Rate Bid Form may be disqualified.
By submitting a Proposal, a Proponent is deemed to confirm that it has prepared its Proposal with
reference to all of the provisions of the Form of Agreement attached at Appendix A and has
factored all of the provisions of Appendix A, including the insurance requirements, into its pricing
assumptions and calculations and into the proposed costs indicated on the Rate Bid Form.
3.2.3 Other Mandatory Requirements
All Mandatory Requirements in relation to the services required can be found in PART 2, Section
2.3 of this Request for Proposal.
All Mandatory Forms will be defined in Appendix B – Form of Offer item number three (3).
3.3 Stage II – Evaluation of Rated Criteria
3.3.1 Rated Criteria
The following is an overview of the categories and weighting for the rated criteria of the RFP:
Rated Criteria Category Weighting (Points)

Experience and Qualifications 27 Points
Other Rated Criteria 23 Points
Appendix C – Rate Bid Form 40 Points
Stage IV – Interview 10 Points
Total Points 100 POINTS
3.3.2 Experience and Qualifications (27 points)
Each Proponent should provide in its Proposal:

(a) a brief description of the Proponent (information only);
(b) a description of the goods and services the Proponent has previously and/or is currently
delivering, with an emphasis on experience relevant to the Deliverables, and experience
with similar size and type of organizations to CCAS and CCAF with a demonstrated
understanding of their needs. (5.786 pts)

(c ) The roles and responsibilities of the Proponent and any of its agents, employees and sub-
contractors who will be involved in providing the Deliverables, together with the identity of
those who will be performing those roles and their relevant respective expertise. Provide
the CV’s of key personnel who will be leading the provision of the Deliverables, including;
(5.786 pts)
(i) Engagement partner

(ii) Quality review partner
(iii) Audit manager
(iv) Others if deemed significant
(d) their knowledge, skills and expertise in the following areas: (5.786 pts)
(i) Child Welfare Sector

(ii) Ontario Transfer Payment Operational Policies and Accountability
Directives
(iii) Not-for-Profit/Charitable Sector
(iv) Actuarial Services
(v) Internal Control Procedures
(vi) Data Security
(vii) Role in Contributing to Provincial Accounting and Auditing Standards
Development
(e) Provide detail on your familiarity and previous experience performing actuarial studies and
other services as required for valuations of employee future benefits and related
obligations for financial statement purposes (5.786 pts).
(f) Provide examples of how the Proponent will ensure diversity amongst staff for this project
and strategic methodologies used to ensure the staffing of projects are from Equity
seeking background, including but not limited to: Indigenous, Black, 2SLGBTQIA+,
Racialized peoples (3.857 pts).
(g) a Reference Form in accordance with the instructions set out on the Form attached as
Error! Reference source not found. to this RFP (pass/fail).
3.3.3 Other Rated Criteria (23 points)
All Rated Criteria in relation to the services required can be found in PART 2, Section 2.4 of this
Request for Proposal.
All questions can be found in Appendix F – Non Financial Rated Criteria File with point allocation
per question.
Proponents must fill out the questionnaire within Bonfire and NOT the excel file. Failure to do so
may result in your bid submission being disqualified.

3.4 Stage III – Evaluation of Pricing
3.4.1 Pricing
Total Points Forty (40) Points
Pricing will be scored based on a relative pricing formula using the Rates set out in the Rate Bid
Form.
Each Proponent will receive a percentage of the total possible points allocated to price for the
particular category it has bid on by dividing that Proponent’s price for that category into the lowest
bid price in that category. For example, if the lowest bid price for a particular category is $120.00,
that Proponent receives 100% of the possible points for that category (120/120 = 100%), a
Proponent who bids $150.00 receives 80% of the possible points for that category (120/150 =
80%) and a Proponent who bids $240.00 receives 50% of the possible points for that category
(120/240 = 50%).
Lowest rate
------------------- x Total available points = Score for Proposal with 2nd lowest rate
2nd lowest rates
Lowest rate
------------------- x Total available points = Score for Proposal with 3rd lowest rate
3rd lowest rates
etc…for each Proposal
3.5 Stage IV – Interview Presentations 10 Points
At the conclusion of Stage III, all scores from Stage II and Stage III will be added and the top three
Proponents with the highest scores will be invited to attend an interview stage via WebEx. Each
Proponent will be scored based on their responses to pre-determined questions that will be
submitted ahead of the scheduled interview to give Proponents a reasonable amount of time to
prepare.
Interviews are estimated to begin the week of December 13th through till December 17th.
3.6 Cumulative Score and Selection of Highest Scoring Proponent
At the conclusion of Stage IV, all scores from Stage II, Stage III, and Stage IV will be added and,
subject to satisfactory reference checks and the express and implied rights of NSC, the highest
scoring Proponent will be invited to enter into discussions to finalize the terms of the Agreement
as attached as Appendix A to this RFP in accordance with Part 4.
[End of Part 3 – EVALUATION OF PROPOSALS]

PART 4 – Terms And Conditions Of The RFP Process
4.1 General Information and Instructions
4.1.1 Timetable
The following is the schedule for this RFP:
 Issue Date of RFP Wednesday, October 20th, 2021 01:30:00 PM EST.

 Proponent's Deadline for Questions Wednesday November 3rd, 2021 01:30:00 PM EST.
 Deadline for Issuing Addenda Wednesday, November 10th, 2021 04:30:00 PM EST.
 Proposal Submission Deadline Friday, November 19h, 2021 01:30:00 PM EST.
 Anticipated Interviews/Presentations Monday December 13th – Friday December 17th
The RFP timetable is tentative only and may be changed by NSC in its sole discretion at any time
prior to the Proposal Submission Deadline.
4.1.2 Proponents to Follow Instructions
Proponents should structure their Proposals in accordance with the instructions in this RFP.
Where information is requested in this RFP, any response made in a Proposal should reference
the applicable section numbers of this RFP where that request was made.
4.1.3 Proponents to Obtain RFP Only Through Bonfire®
This RFP is available only through Bonfire®, the electronic tendering system in use by NSC.
For further information about Bonfire®, call 1-800-354-8010 Ext. 2 or visit the Bonfire® website
at http://www.gobonfire.com/
A Proponent who has not obtained this RFP through Bonfire® may have its Proposal disqualified
unless a third party has requested this RFP from Bonfire® on that Proponent's behalf and that
Proponent has identified the third party on the Proposal Return Label for its Proposal. Failure to
identify the third party in this manner may result in disqualification of a Proposal.
4.1.4 Proposal Submissions
All Proposals are to be in English. Any Proposals received by NSC that are not entirely in the
English language may be disqualified unless a second copy in French was requested by the NSC.
Please note the type and number of files allowed. The maximum upload file size is 1000 MB.
Please do not embed any documents within your uploaded files, as they will not be accessible
or evaluated.
Upload your submission at:
https://nsc.bonfirehub.ca/opportunities/46131
The Q&A period for this opportunity starts 10/20/2021. The Q&A period for this opportunity ends
11/03/2021 PM EST. You will not be able to send messages after this time.
Your submission must be uploaded, submitted, and finalized prior to the Closing Time of FRIDAY,
11/19/21 at 01:30 PM EST. All submissions must be submitted through Bonfire. Documents
not submitted electronically through Bonfire will not be evaluated, including paper
submissions. NSC will not be held responsible for submissions that are not uploaded

before closing time or an error occurs while uploading. It is the sole responsibility of the
Proponent to ensure a timely upload of a complete proposal. We strongly recommend that
you give yourself sufficient time and at least ONE (1) day before Closing Time to begin the
uploading process and to finalize your submission.
Important Notes:
Each item of Requested Information will only be visible after the Closing Time.
Uploading large documents may take significant time, depending on the size of the file(s) and
your Internet connection speed.
You will receive an email confirmation receipt with a unique confirmation number once you finalize
your submission.
Your submission is not finalized until this time, and will not be considered as such by NSC.
Minimum system requirements: Internet Explorer 11, Microsoft Edge, Google Chrome, or Mozilla
Firefox. Javascript must be enabled. Browser cookies must be enabled.
Need Help?
Northern Supply Chain uses a Bonfire portal for accepting and evaluating proposals digitally.
Please contact Bonfire at Support@GoBonfire.com for technical questions related to your
submission. You can also visit their help forum at https://bonfirehub.zendesk.com/hc
4.1.5 NSC’s Information in RFP Only an Estimate
NSC and its advisors make no representation, warranty or guarantee as to the accuracy of the
information contained in this RFP or issued by way of addenda. Any quantities shown or data
contained in this RFP or provided by way of addenda are estimates only and are for the sole
purpose of indicating to Proponents the general size of the work.
It is the Proponent's responsibility to avail itself of all the necessary information to prepare a
Proposal in response to this RFP.
4.1.6 Proponents Shall Bear Their Own Costs
The Proponent shall bear all costs associated with or incurred in the preparation and presentation
of its Proposal including, if applicable, costs incurred for interviews or demonstrations.
4.2 Communication After Issuance of RFP
4.2.1 Proponents to Review RFP
Proponents shall promptly examine all of the documents comprising this RFP and:
(a) shall report any errors, omissions or ambiguities; and
(b) may direct questions or seek additional information
in writing by e-mail on or before the Proponent’s Deadline for Questions to NSC Contact set out
at Section 1.1 of this RFP. All questions submitted by Proponents by e-mail to NSC Contact shall
be deemed to be received once the e-mail has entered into NSC Contact’s e-mail inbox. No such
communications are to be directed to anyone other than NSC Contact. NSC is under no obligation
to provide additional information but may do so at its sole discretion.

It is the responsibility of the Proponent to seek clarification from NSC Contact on any matter it
considers to be unclear. NSC shall not be responsible for any misunderstanding on the part of
the Proponent concerning this RFP or its process.
4.2.2 All New Information to Proponents by way of Addenda on Bonfire®
This RFP may only be amended by an addendum in accordance with this section. If NSC, for any
reason, determines that it is necessary to provide additional information relating to this RFP, such
information will be communicated to all Proponents by addenda by way of Bonfire®. Each
addendum shall form an integral part of this RFP.
Such addenda may contain important information including significant changes to this RFP.
Proponents are responsible for obtaining all addenda issued by NSC. In the space provided in
the Form of Offer, Proponents shall confirm their receipt of all addenda by setting out the number
of each addendum in the space provided in the Form of Offer.
Proponents who intend to respond to this RFP are requested not to cancel the receipt of addenda
or amendments option provided by Bonfire®, since they must obtain through Bonfire® all of the
information documents that are issued through Bonfire®.
In the event that a Proponent chooses to cancel the receipt of addenda or amendments, its
Proposal may be rejected.
4.2.3 Proponent Questions Via Bonfire®
The opportunity question & answer feature allows Proponents to directly pose questions or raise
issues regarding this RFP. This feature is available through the Bonfire® portal, during the Open
and Evaluation stages. RFP postings will have a cut-off date included in the posting schedule for
sending questions or messages through this feature. Proponents are not able to see messages
or questions from other Proponents to NSC. Responses to Proponents questions will come in the
form of addenda, as mentioned in 4.2.2, which is available to all Proponents.
4.2.4 Post-Deadline Addenda and Extension of Proposal Submission Deadline
If any addendum is issued after the Deadline for Issuing Addenda, NSC may at its discretion
extend the Proposal Submission Deadline for a reasonable amount of time.
4.3 Submission of Proposals
4.3.1 NSC May Seek Clarification and Incorporate Response into Proposal
NSC reserves the right to seek clarification and supplementary information relating to the
clarification from Proponents after the Proposal Submission Deadline. The response received by
NSC from a Proponent shall, if accepted by NSC, form an integral part of that Proponent's
Proposal. NSC reserves the right to interview any or all Proponents to obtain information about
or clarification of their Proposals. In the event that NSC receives solicited information at any stage
of the evaluation process which results in earlier information provided by the Proponent being
deemed by NSC to be inaccurate, incomplete or misleading, NSC reserves the right to revisit the
Proponent’s compliance with the mandatory requirements and/or adjust the scoring of rated
criteria.
4.3.2 RFP Incorporated into Proposal

All of the provisions of this RFP are deemed to be accepted by each Proponent and incorporated
into each Proponent's Proposal.
4.3.3 No Incorporation by Reference by Proponent
The entire content of the Proponent’s Proposal should be submitted in a fixed form and the content
of web sites or other external documents referred to in the Proponent’s Proposal will not be
considered to form part of its Proposal.
4.4 Execution of Agreement, Notification, Debriefing, Tie Break & Bid Protest Process
4.4.1 Selection of Preferred Proponent
NSC anticipates that NSC will select a Preferred Proponent within sixty (60) days of the Proposal
Submission Deadline. Notice of selection by NSC to the Preferred Proponent will be in writing.
The Preferred Proponent will be invited to enter into discussions to finalize the terms of the
Agreement attached as Appendix A to this RFP with all Participating Members and satisfy any
other applicable conditions of this RFP within thirty (30) days of notice of selection. This provision
is solely to the benefit of NSC and may be waived by NSC at its sole discretion.
Proponents are reminded that there is a question and answer period available if they wish to ask
questions or seek clarification about the terms and conditions set out in the Form of Agreement.
NSC will consider such requests for clarification in accordance with Sections 4.2.1 and 1.6 of the
RFP.
4.4.2 Discussions with Preferred Proponent
After identifying the Preferred Proponent, if any, NSC may attempt to finalize the terms and
conditions of the Agreement with the Preferred Proponent, or it may, in its sole discretion,
(a) prior to making the award, where an immediate need exists, the NSC Member(s) may
issue a purchase order, on terms satisfactory to the NSC Member(s) and NSC, as an
interim measure; and
(b) negotiate changes, amendments, or modifications to the Preferred Proponent’s Proposal.

This negotiation process may include the Preferred Proponent(s) submitting a best and
final offer that will be at least as favourable as that contained in its Proposal.
For certainty, the NSC makes no commitment to the Preferred Proponent that the Agreement will
be executed. The Preferred Proponent acknowledges that the commencement of any discussions
does not obligate the NSC or NSC Member(s) to execute the Agreement.
4.4.3 Failure to Enter Into Agreement
In addition to all of NSC’s other remedies, if a Preferred Proponent fails to execute an Agreement
with any of the Participating Members or satisfy any other applicable conditions within fifteen (15)
days of notice of selection, NSC may, in its sole and absolute discretion and without incurring any
liability:
(a) Extend the period for concluding the Agreement, provided that if substantial progress
toward executing the Agreement is not achieved within a reasonable period of time from
such extension, the NSC may, in its sole discretion, terminate the discussions;

(b) Exclude the Preferred Proponent’s Proposal from further consideration and begin
discussions with the next highest-ranked Proponent without becoming obligated to offer
to negotiate with all Proponents; and
(c) Exercise any other applicable right set out in this RFP, including, but not limited to,
cancelling the RFP and issuing a new RFP for the same or similar services.
4.4.4 Notification to Other Proponents of Outcome of Procurement Process

Once the Successful Proponent and Participating Members execute the Agreements, the other
Proponents will be notified by NSC in writing of the outcome of the procurement process, including
the name of the Successful Proponent, and the award of the contract to the Successful Proponent.
4.4.5 Debriefing
Proponents may request a debriefing after receipt of a notification of award. All requests must be
in writing to NSC Contact and must be made within sixty (60) days of notification of award. The
intent of the debriefing information session is strictly to aid the Proponent in presenting a better
Proposal in subsequent procurement opportunities. Any debriefing provided is not for the purpose
of providing an opportunity to challenge the procurement process.
4.4.6 Bid Protest
Proponents are advised that a formal bid protest process is available, the details for which are
available from the NSC Contact.
4.4.7 Tie Break Process
Proponents are advised that where two or more Proposals achieve a tie score on completion of
the evaluation process, the NSC shall break the tie by selecting the proponent with the lowest
price as the successful Proponent. When pricing is also equal between two or more Proposals,
NSC shall conduct a “coin toss” to select the successful Proponent.
4.5 Prohibited Communications, Confidential Information and FIPPA
4.5.1 Prohibited Proponent Communications
The Proponent shall not engage in any Conflict of Interest communications and should take note
of the Conflict of Interest declaration set out in the Form of Offer.
4.5.2 Proponent Not to Communicate With Media
A Proponent may not at any time directly or indirectly communicate with the media in relation to
this RFP or any contract awarded pursuant to this RFP without first obtaining the written
permission of the NSC Contact.
4.5.3 Confidential Information of the NSC
All information provided by or obtained from the NSC in any form in connection with this RFP
either before or after the issuance of this RFP:
(a) is the sole property of the NSC and must be treated as confidential;
(b) is not to be used for any purpose other than replying to this RFP and the performance of
any subsequent contract;
(c) must not be disclosed without prior written authorization from the NSC; and
(d) shall be returned by the Proponents to the NSC immediately upon the request of the NSC.
4.5.4 Freedom of Information and Protection of Privacy Act
Effective January 1, 2012, the Freedom of Information & Protection of Privacy Act (the “Act”)
applies to all records in the custody or control of the NSC. Because the application of the Act is

retroactive to January 1, 2007, your Proposal will be subject to requests for access under the Act
as of January 1, 2012.
The Act, as amended, applies to information provided to the NSC by a Proponent. A Proponent
should identify any information in its Proposal or any accompanying documentation supplied in
confidence for which confidentiality is to be maintained by the NSC (the “Personal Information”).
The confidentiality of such Personal Information will be maintained by the NSC, except as
otherwise required by law or by order of a court or tribunal. Proponents are advised that their
Proposals will, as necessary, be disclosed on a confidential basis, to the NSC’s advisers retained
for the purpose of evaluating or participating in the evaluation of their Proposal.
By submitting any Personal Information requested in this RFP, Proponents are agreeing to the
use of such information as part of the evaluation process, for any audit of this procurement
process and for contract management purposes. Where the Personal Information relates to an
individual assigned by the Successful Proponent to provide the Deliverables, such information
may be used by the NSC to compare the qualifications of such individual with any proposed
substitute or replacement in accordance with the Performance by Specified Individuals Only
paragraph of the Form of Agreement. If a Proponent has any questions about the collection and
use of Personal Information pursuant to this RFP, questions are to be submitted to the NSC
Contact in accordance with the Bidders to Review RFP section.
4.6 Canada Free Trade Agreement and the Comprehensive Economic and Trade
Agreement
Proponents should note that procurements falling within the scope of the Canada Free Trade
Agreement, Comprehensive Economic and Trade Agreement, and other trade treaties are subject
to the provisions of those agreements, and the rights and obligations of the parties shall be
governed by the specific terms of each particular tender call. For further reference see the Canada
Free Trade Agreement website at:
https://www.ic.gc.ca/eic/site/062.nsf/eng/h_00053.html.ca/
And the Text of the Comprehensive Economic and Trade Agreement at:
http://www.international.gc.ca/trade-commerce/trade-agreements-accords-commerciaux/agr-
acc/ceta-aecg/text-texte/toc-tdm.aspx?lang=eng
4.7 Accessibility for Ontarians with Disabilities Act
The Participating NSC Members are committed to the highest possible standards for accessibility.
Selected Proponent(s) must be capable to recommend and deliver, as appropriate for each
Deliverable, accessible and inclusive goods and/or services consistent with the Ontario Human
Rights Code (OHRC), the Ontarians with Disabilities Act, 2001 (ODA) and Accessibility for
Ontarians with Disabilities Act, 2005 (AODA) and its regulations in order to achieve accessibility
for Ontarians with disabilities.
In accordance with Ontario Regulation 429-07 made under the Accessibility for Ontarians with
Disabilities Act, 2005 (Accessibility Standards for Customer Service), the Participating NSC
Members have established policies, practices and procedures governing the provision of its goods
and services to persons with disabilities. These policies, practices, and procedures are available
through each Participating NSC Members.
Proponents are required to comply with each Participating NSC Members own accessibility
standards, policies, practices, and procedures, which may be in effect during the Term of the
Agreement and which apply to the Deliverables to be provided by the Proponent.

4.8 Reserved Rights and Governing Law
4.8.1 Reserved Rights of NSC
NSC reserves the right to:

(a) make public the names and Proposal pricing of any or all Proponents;
(b) request written clarification or the submission of supplementary written information in
relation to the clarification request from any Proponent and incorporate a Proponent’s
response to that request for clarification into the Proponent’s Proposal;
(c) assess a Proponent’s Proposal on the basis of:
(i) a financial analysis determining the actual cost of the Proposal when considering
factors including transition costs arising from the replacement of existing goods,
services, practices, methodologies and infrastructure (howsoever originally
established);
(ii) information provided by references;
(iii) the Proponent’s past performance on previous contracts awarded by NSC;
(iv) the proponent’s litigation history;
(v) the information provided by a Proponent pursuant to NSC exercising its clarification
rights under this RFP process; or
(vi) other relevant information that arises during this RFP process;
(d) waive formalities and accept Proposals which substantially comply with the requirements
of this RFP;
(e) verify with any Proponent or with a third party any information set out in a Proposal;
(f) check references other than those provided by any Proponent;
(g) disqualify any Proponent whose Proposal contains misrepresentations or any other
inaccurate or misleading information;
(h) disqualify any Proponent or the Proposal of any Proponent who has engaged in conduct
prohibited by this RFP;
(i) make changes, including substantial changes, to this RFP provided that those changes
are issued by way of addenda in the manner set out in this RFP;
(j) select any Proponent other than the Proponent whose Proposal reflects the lowest cost to
NSC or the highest score;
(k) cancel this RFP process at any stage;
(l) cancel this RFP process at any stage and issue a new RFP for the same or similar
deliverables;
(m) accept any Proposal in whole or in part; or
(n) reject any or all Proposals;
(o) after identifying the Selected Proponent, if any, negotiate and finalize any changes,
amendments or modifications to the Selected Proponent’s Proposal or the Form of
Agreement and execute the Contract within a thirty (30) Calendar Day period following
written notice of selection to the Selected Proponent. Negotiations are not intended to
make material changes to the Form of Agreement included in this RFP as Appendix A.
In the event that the Selected Proponent and the NSC do not execute the Contract within such
period, the NSC shall be entitled to terminate negotiations with the Selected Proponent and enter

into negotiations with the second highest ranked Proponent, or proceed in any manner described
in this RFP. In its sole and absolute discretion, the NSC may also extend the thirty (30) Calendar
Day period within which it attempts to negotiate the Contract, or, without limitation to any other
right the NSC may have, the NSC may elect to negotiate with and award the Contract to another
Proponent; and these reserved rights are in addition to any other express rights or any other rights
which may be implied in the circumstances and NSC shall not be liable for any expenses, costs,
losses or any direct or indirect damages incurred or suffered by any Proponent or any third party
resulting from NSC exercising any of its express or implied rights under this RFP.
By submitting its Proposal, the Proponent authorizes the collection by NSC of the information set
out under (e) and (f) in the manner contemplated in those subparagraphs.
4.8.2 Litigation Involving the NSC
The NSC reserves the right to reject a Proposal from any Proponent who commenced Litigation,
either directly or indirectly through another party, against or involving the NSC which Litigation
was ongoing at any time within the five (5) years prior to the Proposal Submission Deadline.
The NSC reserves the right to reject a Proposal from any Proponent against whom the NSC
commenced Litigation, or who is otherwise involved in Litigation commenced by the NSC, with
respect to any previous contract, proposal submission or business transaction which Litigation
was ongoing at any time within the five (5) years prior to the Proposal Submission Deadline.
The NSC reserves the right to reject a Proposal from any Proponent after a review of the
Proponent’s litigation history, where NSC determines, in its sole and absolute discretion that the
Proponent’s litigation history may pose a material risk to NSC or may create a material adverse
effect on the Proponent’s ability to perform the work specified in this RFP.
4.8.3 Governing Law of RFP Process
This RFP process shall be governed by and construed in accordance with the laws of the Province
of Ontario and the federal laws of Canada applicable therein.
4.8.4 Limitation of Liability
The Proponent agrees that NSC’s sole obligation, in return for the Proponent’s preparation and
submission of its Proposal is to give consideration to the Proposal in accordance with the RFP
Documents. Neither NSC nor any of the NSC Members, their officers, employees, agents or
representative shall be liable to the Proponent or any of its officers, employees, independent
contractors, subcontractors, agents or representatives for any losses, expenses, costs, claims,
damages, including incidental, indirect, special or consequential damages or liabilities arising out
or by reason of or attributable to this RFP process, including, without limitation, the cost of
preparing and submitting a Proposal and any anticipated profits and contributions to overhead.
The provisions outlined above shall survive the termination of this RFP process and the execution
of the contracts by the Successful Proponent and the Participating Members.
[End of Part 4 – TERMS AND CONDITIONS OF THE RFP PROCESS]

APPENDIX A – FORM OF AGREEMENT

Form of Agreement
Index
4.07 Interest on Late Payment

ARTICLE 1 – Interpretation And General 4.08 Document Retention and Audit
Provisions 4.09 Performance Evaluations
1.01 Defined Terms
1.02 Entire Agreement
1.03 Severability ARTICLE 5 – Confidentiality
1.04 Interpretive Value of Contract Documents 5.01 Confidentiality and Promotion Restrictions
1.05 Interpretive Value of Headings 5.02 Client Confidential Information
1.06 Force Majeure 5.03 Restrictions on Copying
1.07 Notices by Prescribed Means 5.04 Injunctive and Other Relief
1.08 Governing Law 5.05 Notice and Protective Order
5.06 FIPPA/CYFSA Records and Compliance
ARTICLE 2 – Nature Of Relationship Between The 5.07 Personal Health Information
Client And Supplier 5.08 Survival
2.01 Supplier’s Power to Contract
2.02 Representatives May Bind the Parties ARTICLE 6 – Intellectual Property
2.03 Supplier Not a Partner, Agent or Employee 6.01 Client Intellectual Property
2.04 Responsibility of Supplier 6.02 No Use of Client Insignia
2.05 No Subcontracting or Assignment 6.03 Ownership of Intellectual Property
2.06 Duty to Disclose Change of Control 6.04 Presumption Governing Ownership
2.07 Conflict of Interest 6.05 Supplier’s Grant of Licence
2.08 Contract Binding 6.06 No Restrictive Material in Deliverables
6.07 Supplier Representation and Warranty
ARTICLE 3 – Performance By Supplier Regarding Third-Party Intellectual Property
3.01 Commencement of Performance 6.08 Assurances Regarding Moral Rights
3.02 Performance Warranty 6.09 Copyright Notice
3.03 Use and Access Restrictions 6.10 Further Assurances Regarding Copyright
3.04 Notification by Supplier to Client 6.11 Client May Prescribe Further Compliance
3.05 Condonation Not a Waiver 6.12 Survival
3.06 Changes By Written Amendment Only
3.07 Supplier to Comply With Reasonable ARTICLE 7 – Indemnity And Insurance
Change Requests 7.01 Supplier Indemnity
3.08 Pricing for Requested Changes 7.02 Client Indemnity
3.09 Non-Exclusive Contract, Work Volumes 7.03 Supplier's Insurance
3.10 Performance by Specified Individuals Only 7.04 Proof of Insurance
3.11 Client Rights and Remedies and Supplier 7.05 Proof of WSIA Coverage
Obligations Not Limited to Contract 7.06 Supplier Participation in Proceedings
3.12 Emergency Management
3.13 Management of Contract by NSC ARTICLE 8 – Termination, Expiry And Extension
8.01 Immediate Termination of Contract
ARTICLE 4 – Payment For Performance And Audit 8.02 Dispute Resolution by Rectification Notice
4.01 Payment According to Contract Rates 8.03 Termination on Notice
4.02 Default Billing and Payment Process 8.04 Termination for Non-Securing of Funding
4.03 Hold Back or Set Off 8.05 Supplier’s Obligations on Termination
4.04 No Expenses or Additional Charges 8.06 Supplier’s Payment Upon Termination
4.05 Payment of Taxes and Duties 8.07 Termination in Addition to Other Rights
4.06 Withholding Tax 8.08 Expiry and Extension of Contract
Schedule 1 – Schedule of Deliverables, Rates and Supplementary Provisions
Schedule 2 – Schedule of Forms

AGREEMENT
THIS AGREEMENT (the “Agreement”), made in triplicate, for **NSC: insert name of
Deliverables is effective as of the **NSC: insert start date for the Term and end dates plus
optional years.**
BETWEEN:
**NSC: Legal Name of Member
(Referred to as the “Client”)
AND:
**NSC: Legal Name of Supplier
(Referred to as the “Supplier”)
In consideration of their respective agreements set out below, the parties covenant and agree as
follows:
ARTICLE 1 – Interpretation and General Provisions
1.01 Defined Terms

When used in the Agreement, the following words or expressions have the following meanings:
“Agencies” means all advisory, adjudicative, regulatory (including those with governing boards),
and operational service agencies of the Province of Ontario;
“Authority” means any government authority, agency, body or department, whether federal,
provincial or municipal, having or claiming jurisdiction over the Contract; and “Authorities” means
all such authorities, agencies, bodies and departments;
“Broader Public Sector (BPS)” means the public face of government – the hospitals, schools,
other publicly funded organizations – that provide the day-to-day services to the community and
the province as a whole.
“Business Continuity Plans” means the documents created by the Supplier which describe how
the Supplier will maintain continuity of its operations and its commitment and ability to provide to
the Client the Deliverables identified as time critical during an event of Force Majeure, or other
emergency, disaster or disruption.
"Business Day" means any working day, Monday to Friday inclusive, but excluding statutory and
other holidays, namely: New Year's Day; Good Friday; Easter Monday; Victoria Day; Canada
Day; Civic Holiday; Labour Day; Thanksgiving Day; Remembrance Day; Christmas Day; Boxing
Day and any other day which the Client has elected to be closed for business;
“Client” is typically an organization such as hospitals, other health care agencies, colleges,
universities, shared service organizations, not-for-profit organizations, municipalities and local
boards, and any other broader public sector agencies, boards or commissions or similar entities
not specifically mentioned here;
“Client Address” and “Client Representative” means: (a) **NSC: insert Client's mailing
address **; (b) **NSC: insert name and title, telephone and facsimile number for Client
representative, as well as same information for back -up person if available**.
“Client Confidential Information” means all information of the Client that is of a confidential
nature, including all confidential information in the custody or control of the Client regardless of
whether it is identified as confidential or not, and whether recorded or not, and however fixed,

stored, expressed or embodied, which comes into the knowledge, possession or control of the
Supplier in connection with the Agreement. For greater certainty, Client Confidential Information
shall:
(a) include: (i) all new information derived at any time from any such information whether
created by the Client, the Supplier or any third-party; (ii) all information (including Personal
Information) that the Client is obliged, or has the discretion, not to disclose under provincial
or federal legislation or otherwise at law; but
(b) not include information that: (i) is or becomes generally available to the public without fault
or breach on the part of the Supplier of any duty of confidentiality owed by the Supplier to
the Client or to any third-party; (ii) the Supplier can demonstrate to have been rightfully
obtained by the Supplier, without any obligation of confidence, from a third-party who had
the right to transfer or disclose it to the Supplier free of any obligation of confidence; (iii) the
Supplier can demonstrate to have been rightfully known to or in the possession of the
Supplier at the time of disclosure, free of any obligation of confidence when disclosed; or
(iv) is independently developed by the Supplier; but the exclusions in this subparagraph
shall in no way limit the meaning of Personal Information or the obligations attaching thereto
under the Contract or at law;
“Conflict of Interest” includes, but is not limited to, any situation or circumstance where: in
relation to the performance of its contractual obligations in this Contract, the Supplier’s other
commitments, relationships or financial interests (i) could or could be seen to exercise an
improper influence over the objective, unbiased and impartial exercise of its independent
judgement; or (ii) could or could be seen to compromise, impair or be incompatible with the
effective performance of its contractual obligations;
“Contract” means the aggregate of: (a) the Agreement, including Schedule 1 (Schedule of
Deliverables, Rates and Supplementary Provisions), Schedule 2 (Schedule of Forms) and any
other schedule attached at the time of execution; (b) the RFP, including any addenda; (c) the
Proposal; and (d) any amendments executed in accordance with the terms of the Agreement;
“Contract Administrator” means, in accordance with Broader Public Sector Procurement
Directives and Mandatory Requirement number 22, the Contract Administrator is responsible for
management of contracts in the post award period including evaluation of performance,
documentation and addressing performance issues;
“CYFSA” means the Child, Youth and Family Services Act, 2017, S.O. 2017 c.14, as amended
from time to time;
“Deliverables” means everything developed for or provided to the Client in the course of
performing under the Contract or agreed to be provided to the under the Contract by the Supplier
or its directors, officers, employees, agents, partners, affiliates, volunteers or subcontractors, as
further defined, but not limited by, including but not limited to any goods or services or any and all
Intellectual Property and any and all concepts, techniques, ideas, information, documentation and
other materials, however recorded, developed or provided;
“Expiry Date” means *NSC: insert date; Month DD, 20YY or, if the original term is extended,
the final date of the extended term;
“Fiscal Year” means the period running from April 1 in one calendar year to, and including, March
31 in the next calendar year;
“Indemnified Parties” means the Client including their board of directors, directors, officers,
agents, appointees, and employees;
“Industry Standards” include, but are not limited to (a) the provision of any and all labour,
supplies, equipment and other goods or services that are necessary and can reasonably be
understood or inferred to be included within the scope of the Contract or customarily furnished by
Persons providing Deliverables of the type provided hereunder in similar situations in Ontario and;

(b) adherence to commonly accepted norms of ethical business practices, which shall include the
Supplier establishing, and ensuring adherence to, precautions to prevent its employees or agents
from providing or offering gifts or hospitality of greater than nominal value to any person acting on
behalf of or employed by the Client;
“Intellectual Property” means any intellectual, industrial or other proprietary right of any type in
any form protected or protectable under the laws of Canada, any foreign country, or any political
subdivision of any country, including, without limitation, any intellectual, industrial or proprietary
rights protected or protectable by legislation, by common law or at equity;
“Newly Created Intellectual Property” means any Intellectual Property created by the Supplier
in the course of performance of its obligations under the Contract;
“Northern Supply Chain (NSC)” means the 35 member hospitals comprised of 12 members in
LHIN 14 and 23 members in LHIN 13 as well as the 51 member agencies from Ontario
Association of Children’s Aid Societies. The NSC collaboration is a program sponsored by the
Thunder Bay Regional Health Sciences Centre (TBRHSC) and St. Joseph’s Care Group
(SJCG) and is responsible for the tendering, evaluating and awarding of the Sourcing Initiatives
released on behalf of the NSC membership.
“NSC Members” and “Member” means the following individual organizations: Anson General
Hospital, Atikokan General Hospital, Bingham Memorial Hospital, Blanche River Health, Dryden
Regional Health Centre, Espanola General Hospital, Geraldton District Hospital, Hôpital de
Mattawa Hospital, Hôpital Notre Dame Hospital, Hornepayne Community Hospital, Lady Dunn
Health Centre, Lady Minto Hospital, Lake of the Woods District Hospital, Manitoulin Health
Centre, Nipigon District Memorial Hospital, North Bay Regional Health Centre, North of Superior
Healthcare Group, North Shore Health Network/Réseau Santé Rive, Red Lake Margaret
Cochenour Memorial Hospital, Riverside Health Care Facilities, Santé Manitouwadge Health,
Sault Area Hospital, Sensenbrenner Hospital, Services de sante de Chapleau Health Services,
Sioux Lookout Meno Ya Win Health Centre, Smooth Rock Falls Hospital, St. Joseph's Care
Group, St. Joseph's Continuing Care Centre of Sudbury, St. Joseph's General Hospital Elliot
Lake, Temiskaming Hospital, Thunder Bay Regional Health Sciences Centre, Timmins and
District Hospital, Weeneebayko Area Health Authority, West Nipissing General Hospital/Hôpital
Général de Nipissing Ouest, West Parry Sound Health Centre, OACAS, Akwesasne Child and
Family Services, Brant Family and Children's Services, Bruce Grey Child and Family Services,
Catholic Children’s Aid Society of Hamilton, Catholic Children’s Aid Society of Toronto,
Chatham-Kent Children’s Services, Children’s Aid Society of Algoma, Children’s Aid Society of
Hamilton, Children’s Aid Society of London and Middlesex, Children’s Aid Society of Oxford
County, Children’s Aid Society of the District of Nipissing and Parry Sound, Children’s Aid
Society of Toronto, Dnaagdawenmag Binnoojiiyag Child and Family Services, Dufferin Child
and Family Services, Durham Children’s Aid Society, Family and Children’s Services Niagara,
Family and Children’s Services of Frontenac, Lennox and Addington, Family and Children’s
Services of Guelph and Wellington County, Family and Children’s Services of Lanark, Leeds
and Grenville, Family and Children’s Services of Renfrew County, Family and Children’s
Services of St. Thomas and Elgin County, Family and Children’s Services of the Waterloo
Region, Halton Children’s Aid Society, Highland Shores Children’s Aid, Huron-Perth Children’s
Aid Society, Jewish Family and Child, Kawartha-Haliburton Children’s Aid Society, Kenora-
Rainy River Districts Child and Family Services, Kina Gbezhgomi Child and Family Services,
Kunuwanimano Child & Family Services, Mnaasged Child and Family Services, Native Child
and Family Services of Toronto, Niijaansinaanik Child and Family Services, Nogdawindamin
Family and Community Services, North Eastern Ontario Family and Children’s Services,
Payukotayno James and Hudson Bay Family Services, Ogwadeni:deo, Peel Children’s Aid
Society, Rocky Bay Child and Family Services, Sarnia-Lambton Children’s Aid Society, Simcoe
Muskoka Child, Youth and Family Services, The Children’s Aid Society of Haldimand and
Norfolk, The Children’s Aid Society of Ottawa, The Children’s Aid Society of the Districts of
Sudbury and Manitoulin, The Children’s Aid Society of the United Counties of Stormont, Dundas
and Glengarry, The Children's Aid Society of the District of Thunder Bay, Tikinagan Child and
Family Services, Valoris for Children and Adults of Prescott-Russell, Windsor-Essex Children's
Aid Society, York Region Children’s Aid Society and Confederation College.
Ontario Association of Children’s Aid Societies (OACAS)” means OACAS is a not-for-profit

member organization representing Children’s Aid Societies and Indigenous Child and Family
Well-Being Agencies in Ontario. OACAS is an association representing 50 member organizations.
Of these, 48 of 50 are mandated CASs and Indigenous Child and Family Well-Being Agencies;
two are pre-mandated Indigenous agencies. The Association is governed by a voluntary board of
directors and provides support to the membership by advocacy and government relations, public
education, training, information and knowledge management, and event planning.
OACAS’ mission is to be a leader and collaborator promoting the welfare of children, youth and
families through leadership, service excellence and advocacy. The OACAS vision is to be a highly
effective children services system which has the confidence of Ontario families and communities.
OACAS is guided by the following values: collaborative, accountable, courageous, innovative,
and transparent.
“Person” if the context allows, includes any individuals, persons, firms, partnerships or
corporations or any combination thereof;
“Personal Information” means recorded information about an identifiable individual or that may
identify an individual;
“Proceeding” means any action, claim, demand, lawsuit, or other proceeding;
“Procurement Card” means the corporate charge card(s) used by the Client, as may be changed
from time to time;
“Procurement Card Protocols” means the manner in which the Supplier is required to process
any payments under the Contract that the Client elects to make by way of Procurement Card,
which shall include the requirement to: (a) collect the authorized employee's name, the
abbreviated Client name, the expiry date, and the employee's authorization; (b) contact the
financial institution identified on the Procurement Card each time the Procurement Card is used
for payment; (c) receive payment from the financial institution named on the Procurement Card
once that institution authorizes payment; and (d) bear the cost of any and all charges relating to
the use of the Procurement Card, including the financial institution's charges for payment through
the Procurement Card;
“Proposal” means all the documentation submitted by the Supplier in response to the RFP;
“Rates” means the applicable price, in Canadian funds, to be charged for the applicable
Deliverables, as set out in Schedule 1, representing the full amount chargeable by the Supplier
for the provision of the Deliverables, including but not limited to: (a) all applicable duties and taxes,
excluding Harmonized Sales Tax; (b) all labour and material costs; (c) all travel and carriage
costs; (d) all insurance costs; and (e) all other overhead including any fees or other charges
required by law;
“Record”, for the purposes of the Contract, means any recorded information, including any
Personal Information, in any form: (a) provided by the Client to the Supplier, or provided by the
Supplier to the Client, for the purposes of the Contract; or (b) created by the Supplier in the
performance of the Contract; and shall include or exclude any information specifically described
in Schedule 2 and;
“Requirements of Law” mean all applicable requirements, laws, statutes, codes, acts,
ordinances, orders, decrees, injunctions, by-laws, rules, regulations, official plans, permits,
licences, authorisations, directions, and agreements with all Authorities that now or at any time
hereafter may be applicable to either the Contract or the Deliverables or any part of them;
“RFP” means the Request for Proposals dated for RFP # 21-61 issued by the NSC for the
Deliverables and any addenda to it;
“Supplier Address” and “Supplier Representative” means: (a) **NSC: insert Supplier’s
mailing address **; (b) **NSC: insert name and title, telephone and facsimile number for
Supplier representative, as well as same information for back -up person if available**
“Supplier’s Intellectual Property” means Intellectual Property owned by the Supplier prior to its
performance under the Contract or created by the Supplier during the Term of the Contract
independently of the performance of its obligations under the Contract;
“Term” means the period of time from the effective date first above written up to and including the
earlier of: (i) the Expiry Date or (ii) the date of termination of the Contract in accordance with its
terms;
“Third-Party Intellectual Property” means any Intellectual Property owned by a party other than
the Client or the Supplier.
1.02 Entire Agreement
The Contract embodies the entire agreement between the parties with regard to the provision of
Deliverables and supersedes any prior understanding or agreement, collateral, oral or otherwise
with respect to the provision of the Deliverables, existing between the parties at the date of
execution of the Agreement.
1.03 Severability
If any term or condition of the Contract, or the application thereof to the parties or to any Persons
or circumstances, is to any extent invalid or unenforceable, the remainder of the Contract, and
the application of such term or condition to the parties, Persons or circumstances other than those
to which it is held invalid or unenforceable, shall not be affected thereby.
1.04 Interpretive Value of Contract Documents
In the event of a conflict or inconsistency in any provisions in the Contract: (a) the main body of
the Contract shall govern over the Schedules to the Contract; (b) the Contract (including its
Schedules) shall govern over the RFP and the Proposal; (c) the mandatory obligations of the RFP
shall govern over the Proposal; (d) the Proposal shall govern over the RFP (other than the
mandatory obligations of the RFP). **Review Proposal prior to sign-off**
1.05 Interpretive Value of Headings

The headings in the Contract are for convenience of reference only and in no manner modify,
interpret or construe the Contract.
1.06 Force Majeure
Subject to the requirements of Emergency Management, 3.12 of the Agreement neither party
shall be liable for damages caused by delay or failure to perform its obligations under the Contract
where such delay or failure is caused by an event beyond its reasonable control. The parties
agree that an event shall not be considered beyond one’s reasonable control if a reasonable
business person applying due diligence in the same or similar circumstances under the same or
similar obligations as those contained in the Contract would have put in place contingency plans
to either materially mitigate or negate the effects of such event. Without limiting the generality of
the foregoing, the parties agree that force majeure events shall include natural disasters and acts
of war, insurrection and terrorism but shall not include shortages or delays relating to supplies or
services. If a party seeks to excuse itself from its obligations under this Contract due to a force
majeure event, that party shall immediately notify the other party of the delay or non-performance,
the reason for such delay or non-performance and the anticipated period of delay or non-
performance. If the anticipated or actual delay or non-performance exceeds fifteen (15) Business
Days, the other party may immediately terminate the Contract by giving notice of termination and
such termination shall be in addition to the other rights and remedies of the terminating party
under the Contract, at law or in equity.

1.07 Notices by Prescribed Means
Notices shall be in writing and shall be delivered by e-mail, postage-prepaid envelope, personal
delivery or facsimile and shall be addressed to, respectively, the Client Address to the attention
of the Client Representative and to the Supplier Address to the attention of the Supplier
Representative. Notices shall be deemed to have been given: (a) in the case of postage-prepaid
envelope, five (5) Business Days after such notice is mailed; or (b) in the case of e-mail, personal
delivery or facsimile one (1) Business Day after such notice is received by the other party. In the
event of a postal disruption, notices must be given by e-mail, personal delivery or by facsimile.
Unless the parties expressly agree in writing to additional methods of notice, notices may only be
provided by the methods contemplated in this paragraph.
1.08 Governing Law
The Contract shall be governed by and construed in accordance with the laws of the Province of
Ontario and the federal laws of Canada applicable therein.
ARTICLE 2 – Nature Of Relationship Between The Client And Supplier

2.01 Supplier’s Power to Contract
The Supplier represents and warrants that it has the full right and power to enter into the Contract
and there is no agreement with any other Person, which would in any way interfere with the rights
of the Client under this Contract.
2.02 Representatives May Bind the Parties
The parties represent that their respective representatives or signing authorities have the authority
to legally bind them to the extent permissible by the Requirements of Law.
2.03 Supplier Not a Partner, Agent or Employee
The Supplier shall have no power or authority to bind the Client or to assume or create any
obligation or responsibility, express or implied, on behalf of the Client. The Supplier shall not hold
itself out as an agent, partner or employee of the Client. Nothing in the Contract shall have the
effect of creating an employment, partnership or agency relationship between the Client and the
(or any of the Supplier's directors, officers, employees, agents, partners, affiliates, volunteers or
subcontractors).
2.04 Responsibility of Supplier
The Supplier agrees that it is liable for the acts and omissions of its directors, officers, employees,
agents, partners, affiliates, volunteers and subcontractors. This paragraph is in addition to any
and all of the Supplier’s liabilities under the Contract and under the general application of law.
The Supplier shall advise these individuals and entities of their obligations under the Contract and
shall ensure their compliance with the applicable terms of the Contract. In addition to any other
liabilities of the Supplier pursuant to the Agreement or otherwise at law or in equity, the Supplier
shall be liable for all damages, costs, expenses, losses, claims or actions arising from any breach
of the Contract resulting from the actions of the above mentioned individuals and entities. This
paragraph shall survive the termination or expiry of this Contract.
2.05 No Subcontracting or Assignment
The Supplier shall not subcontract or assign the whole or any part of the Contract or any monies
due under it without the prior written consent of the Client. Such consent shall be in the sole
discretion of the Client and subject to the terms and conditions that may be imposed by the Client.
Without limiting the generality of the conditions which the Client may require prior to consenting
to the Supplier’s use of a subcontractor, every contract entered into by the Supplier with a
subcontractor shall adopt all of the terms and conditions of this Contract as far as applicable to
those parts of the Deliverables provided by the subcontractor. Nothing contained in the Contract

shall create a contractual relationship between any subcontractor or its directors, officers,
employees, agents, partners, affiliates or volunteers and the Client.
2.06 Duty to Disclose Change of Control
In the event that the Supplier undergoes a change in control the Supplier shall immediately
disclose such change in control to the Client and shall comply with any terms and conditions
subsequently prescribed by the Client resulting from the disclosure.
2.07 Conflict of Interest
The Supplier shall: (a) avoid any Conflict of Interest in the performance of its contractual
obligations; (b) disclose to the Client without delay any actual or potential Conflict of Interest that
arises during the performance of its contractual obligations; and (c) comply with any requirements
prescribed by the Client to resolve any Conflict of Interest. In addition to all other contractual
rights or rights available at law or in equity, the Client may immediately terminate the Contract
upon giving notice to the Supplier where: (a) the Supplier fails to disclose an actual or potential
Conflict of Interest; (b) the Supplier fails to comply with any requirements prescribed by the Client
to resolve a Conflict of Interest; or (c) the Supplier’s Conflict of Interest cannot be resolved. This
paragraph shall survive any termination or expiry of the Contract.
2.08 Contract Binding
The Contract shall enure to the benefit of and be binding upon the parties and their successors,
executors, administrators and their permitted assigns.
ARTICLE 3 – Performance By Supplier

3.01 Commencement of Performance
The Supplier shall commence performance upon receipt of written instructions from the Client.
3.02 Performance Warranty
The Supplier hereby represents and warrants that the Deliverables shall be provided fully and
diligently in a professional and competent manner by persons qualified and skilled in their
occupations and furthermore that all Deliverables will be provided in accordance with: (a) the
Contract; (b) Industry Standards; and (c) Requirements of Law. If any of the Deliverables, in the
opinion of the Client, are inadequately provided or require corrections, the Supplier shall forthwith
make the necessary corrections at its own expense as specified by the Client in a rectification
notice.
3.03 Use and Access Restrictions
The Supplier acknowledges that unless it obtains specific written preauthorization from, the Client
any access to or use of the Client’s property, technology or information that is not necessary for
the performance of its contractual obligations with the Client is strictly prohibited. The Supplier
further acknowledges that the Client may monitor the Supplier to ensure compliance with this
paragraph. This paragraph is in addition to and shall not limit any other obligation or restriction
placed upon the Supplier.
3.04 Notification by Supplier to Client
During the Term, the Supplier shall advise the Client promptly of: (a) any contradictions,
discrepancies or errors found or noted in the Contract; (b) supplementary details, instructions or
directions that do not correspond with those contained in the Contract; and (c) any omissions or
other faults that become evident and should be corrected in order to provide the Deliverables in
accordance with the Contract and Requirements of Law.
3.05 Condonation Not a Waiver
Any failure by the Client to insist in one or more instances upon strict performance by the Supplier
of any of the terms or conditions of the Contract shall not be construed as a waiver by the Client
of its right to require strict performance of any such terms or conditions, and the obligations of the
Supplier with respect to such performance shall continue in full force and effect.
3.06 Changes By Written Amendment Only
Any changes to the Contract shall be by written amendment signed by the parties. No changes
shall be effective or shall be carried out in the absence of such an amendment.
3.07 Supplier to Comply With Reasonable Change Requests
The Client may, in writing, request changes to the Contract, which may include altering, adding
to, or deleting any of the Deliverables. The Supplier shall comply with all reasonable Client
change requests and the performance of such request shall be in accordance with the terms and
conditions of the Contract. If the Supplier is unable to comply with the change request, it shall
promptly notify the Client and provide reasons for such non-compliance. In any event, any such
change request shall not be effective until a written amendment reflecting the change has been
executed by the parties.
3.08 Pricing for Requested Changes
Where the Client change request includes an increase in the scope of the previously
contemplated Deliverables, the Client shall set out, in its change request, the proposed prices for
the contemplated changes. Where the Rates in effect at the time of the change request:
(a) include pricing for the particular type of goods or services contemplated in the change
request, the Supplier shall not unreasonably refuse to provide those goods or services at
prices consistent with those Rates; or
(b) are silent to the applicable price for the particular goods or services contemplated in the
change request, the price shall be negotiated between the Client and the Supplier within
a reasonable period of time. The Supplier acknowledges that in certain circumstances the
negotiation may be conducted by NSC on behalf of the Client;
and in any event, such change request shall not become effective until a written amendment
reflecting the change has been executed by the parties.
3.09 Non-Exclusive Contract, Work Volumes
The Supplier acknowledges that it is providing the Deliverables to the Client on a non-exclusive
basis. The Client makes no representation regarding the volume of goods and services required
under the Contract. The Client reserves the right to contract with other parties for the same or
similar goods and services as those provided by the Supplier and reserves the right to obtain the
same or similar goods and services internally.
3.10 Performance by Specified Individuals Only
The Supplier agrees that to the extent that specific individuals are named in the Contract as being
responsible for the provision of the Deliverables, only those individuals shall provide the
Deliverables under the Contract. The Supplier shall not replace or substitute any of the individuals
named in the Contract without the prior written approval of the Client, which may not arbitrarily or
unreasonably be withheld. Should the Supplier require the substitution or replacement of any of
the individuals named in the Contract, it is understood and agreed that any proposed replacement
must possess similar or greater qualifications than the individual named in the Contract. The
Supplier shall not claim fees for any replacement individual greater than the Rates established
under the Contract.
3.11 Client Rights and Remedies and Supplier Obligations Not Limited to Contract
The express rights and remedies of the Client and obligations of the Supplier set out in the
Contract are in addition to and shall not limit any other rights and remedies available to the Client
or any other obligations of the Supplier at law or in equity.

3.12 Emergency Management
The Supplier shall have business Continuity Plans in place to ensure the Suppliers own continuity
of operations and ability to continue to provide to the Client the Deliverables identified in Schedule
1 as time-critical during an event of Force Majeure or other emergency, disaster or disruption.
The Business Continuity Plans will specifically address the absence or reduction of staff, facilities
and information technology and how these will be managed so as to ensure the supply chain is
not disrupted in a manner that will prevent the delivery of the time-critical Deliverables to the
Client.
3.13 Management of Contract by NSC
The Supplier acknowledges that the Client by written notice can at any time assign the
management of the Contract to NSC. Upon receipt of such notice, the Supplier agrees to comply
with such assignment and deal with NSC with respect to this Contract. Notwithstanding the
assignment of the management of the Contract, NSC shall not be responsible for any breach of
the Contract as the Member owns the Contract.
ARTICLE 4 – Payment For Performance And Audit
4.01 Payment According to Contract Rates

The Client shall, subject to the Supplier’s compliance with the provisions of the Contract, pay the
Supplier for the Deliverables provided at the Rates established under the Contract.
4.02 Default Billing and Payment Process
Unless the parties expressly set out an alternative billing and payment process in Schedule 1, the
following process shall govern:
a. the Supplier shall provide the Client with a monthly billing statement no later than ten (10)
Business Days after the end of each month and that billing statement shall include: (i) the
reference number assigned to the Contract by the Client; (ii) a brief description of the
Deliverables provided for the relevant month; and (iii) taxes, if payable by the Client, identified
as separate items;
b. the Client shall approve or reject the billing statement within fifteen (15) Business Days of
receipt of the statement and in the event that the Client rejects the billing statement, it shall
so advise the Supplier promptly in writing and the Supplier shall provide additional information
as required by Client to substantiate the billing statement;
c. each billing statement is subject to the approval of the Client before any payment is released
and payment shall be made within thirty (30) Business Days of such approval; and
d. Client may make payments under the Contract by way of Procurement Card and the Supplier
shall accept and process any such payments in accordance with Procurement Card Protocols;
4.03 Hold Back or Set Off

The Client may hold back payment or set off against payment if, in the opinion of the Client acting
reasonably, the Supplier has failed to comply with any requirements of the Contract.
4.04 No Expenses or Additional Charges
There shall be no other charges payable by the Client under the Contract to the Supplier other
than the Rates established under the Contract.
4.05 Payment of Taxes and Duties

Unless otherwise stated, the Supplier shall pay all applicable taxes, including excise taxes
incurred by or on the Supplier's behalf with respect to the Contract.
4.06 Withholding Tax
The Client shall withhold any applicable withholding tax from amounts due and owing to the
Supplier under the Agreement and shall remit it to the appropriate government in accordance with
applicable tax laws. This paragraph shall survive any termination or expiry of the Contract.
4.07 Interest on Late Payment
If a payment is in arrears through no fault of the Supplier, the interest charged by the Supplier, if
any, for any late payment shall not exceed the pre-judgment interest rate established under
section 127(2) of the Courts of Justice Act, R.S.O. 1990, c. C45, in effect on the date that the
payment went into arrears.
4.08 Document Retention and Audit
For seven (7) years after the Expiry Date or any date of termination of the Contract, the Supplier
shall maintain all necessary records to substantiate (a) all charges and payments under the
Contract and (b) that the Deliverables were provided in accordance with the Contract and with
Requirements of Law. During the Term, and for seven (7) years after the Term, the Supplier shall
permit and assist the Client in conducting audits of the operations of the Supplier to verify (a) and
(b) above. The Client shall provide the Supplier with at least ten (10) Business Days prior notice
of its requirement for such audit. The Supplier’s obligations under this paragraph shall survive any
termination or expiry of the Contract.
4.09 Performance Evaluations
NSC reserves the right to evaluate the performance of any or all Suppliers at any time during the
term of the contract. The NSC Supplier Performance Scorecard shall be the only performance
evaluation form that will be accepted by the Contract Administrator. The Supplier Performance
Scorecard will be utilized as the primary key performance indicator measuring outcomes in
Strategic and Financial value, Operational Performance and Relationship Quality. Performance
evaluations shall be coordinated by, and all associated communications shall be through, the
Contract Administrator. Evaluations will be inclusive of internal and supplier scoring results.
Suppliers will receive notification of the results of any evaluation that is completed, associated
remediation if required and/or contract obligation resolution as outlined in 8.02. The Contract
Administrator shall maintain scorecard documentation electronically and in hardcopy.
ARTICLE 5 – Confidentiality
5.01 Confidentiality and Promotion Restrictions

Any publicity or publications related to the Contract shall be at the sole discretion of the Client.
The Client may, in its sole discretion, acknowledge the Deliverables provided by the Supplier in
any such publicity or publication. The Supplier shall not make use of its association with the Client
without the prior written consent of the Client. Without limiting the generality of this paragraph,
the Supplier shall not, among other things, at any time directly or indirectly communicate with the
media in relation to the Contract unless it has first obtained the express written authorization to
do so by the Client.
5.02 Client Confidential Information

During and following the Term, the Supplier shall: (a) keep all Client Confidential Information
confidential and secure; (b) limit the disclosure of Client Confidential Information to only those of
its directors, officers, employees, agents, partners, affiliates, volunteers or subcontractors who
have a need to know it for the purpose of providing the Deliverables and who have been
specifically authorized to have such disclosure; (c) not directly or indirectly disclose, destroy,

exploit or use any Client Confidential Information (except for the purpose of providing the
Deliverables, or except if required by order of a court or tribunal), without first obtaining: (i) the
written consent of the Client that owns the confidential information and (ii) in respect of any Client
Confidential Information about any third-party, the written consent of such third-party; (d) provide
Client Confidential Information to the Client on demand; and (e) return all Client Confidential
Information to the Client before the end of the Term, with no copy or portion kept by the Supplier.
5.03 Restrictions on Copying
The Supplier shall not copy any the Client Confidential Information, in whole or in part, unless
copying is essential for the provision of the Deliverables. On each copy made by the Supplier, the
Supplier must reproduce all notices which appear on the original.
5.04 Injunctive and Other Relief
The Supplier acknowledges that breach of any provisions of this Article may cause irreparable
harm to the Client or to any third-party to whom the Client owes a duty of confidence, and that the
injury to the Client or to any third-party may be difficult to calculate and inadequately compensable
in damages. The Supplier agrees that the Client is entitled to obtain injunctive relief (without
proving any damage sustained by it or by any third-party) or any other remedy against any actual
or potential breach of the provisions of this Article.
5.05 Notice and Protective Order
If the Supplier or any of its of its directors, officers, employees, agents, partners, affiliates,
volunteers or subcontractors become legally compelled to disclose any the Client Confidential
Information, the Supplier will provide the Client with prompt notice to that effect in order to allow
the Client to seek one or more protective orders or other appropriate remedies to prevent or limit
such disclosure, and it shall co-operate with the Client and its legal counsel to the fullest extent.
If such protective orders or other remedies are not obtained, the Supplier will disclose only that
portion of Client Confidential Information which the Supplier is legally compelled to disclose, only
to such person or persons to which the Supplier is legally compelled to disclose, and the Supplier
shall provide notice to each such recipient (in co-operation with legal counsel for the Client) that
such Client Confidential Information is confidential and subject to non-disclosure on terms and
conditions equal to those contained in the Agreement and, if possible, shall obtain each recipient's
written agreement to receive and use such the Client Confidential Information subject to those
terms and conditions.
5.06 (CYFSA Part X Records and Compliance)
The Supplier and the Client acknowledge and agree that the provisions of Part X of the CYFSA
will apply to and govern all Records when it comes into effect on January 1, 2020, will grant certain
rights to individuals with respect to records of their Personal Information, and may permit the
disclosure of such Records to third parties. The Supplier and the Client agree to comply with the
requirements of Part X of the CYFSA found in Appendix “G”.
5.08 Survival
The provisions of this Article shall survive any termination or expiry of the Contract.
ARTICLE 7– Indemnity And Insurance
7.01 Supplier Indemnity
The Supplier hereby agrees to indemnify and hold harmless the Indemnified Parties from and
against any and all liability, loss, costs, damages and expenses (including legal, expert and
consultant fees), causes of action, actions, claims, demands, lawsuits or other proceedings,
(collectively, “Claims”), by whomever made, sustained, incurred, brought or prosecuted, including
for third party bodily injury (including death), personal injury and property damage, in any way
based upon, occasioned by or attributable to anything done or omitted to be done by the Supplier,
its subcontractors or their respective directors, officers, agents, employees, partners, affiliates,
volunteers or independent contractors in the course of performance of the Supplier’s obligations
under, or otherwise in connection with, the Contract. The Supplier further agrees to indemnify
and hold harmless the Indemnified Parties for any incidental, indirect, special or consequential
damages, or any loss of use, revenue or profit, by any person, entity or organisation, including,
without limitation, the Client, claimed or resulting from such Claims. The obligations contained in
this paragraph shall survive the termination or expiry of the Contract.
7.02 Client Indemnity
Each Client will defend, at its expense, any claim or action brought against the Supplier to the
extent:
i. Arising out of or related to any inaccuracy, breach or alleged breach by the Client of any
of its representations, warranties, covenants, or other obligations in this Agreement; and
ii. Arising out of or related to any acts and/or omissions of any individuals for whom the Client
is responsible at law.
The Client shall indemnify and hold the Supplier harmless against any such claim or action with
respect to all resulting costs, liabilities and damages, including legal costs on a substantial
indemnity basis, provided that the Supplier promptly notifies the Client of any claim or action in
respect of which this indemnity may apply and of which the Supplier has knowledge and the
Supplier cooperates with the Client in the defence of any such claim or action. No such claim or
action shall be settled or compromised by the Client without the Suppliers prior written consent.
7.03 Supplier’s Insurance

The duration of each policy shall be from the Effective Date until termination of this Agreement.
The Supplier hereby agrees to put in effect and maintain insurance for the Term, at its own cost
and expense, with insurers having a secure A.M. Best rating of B + or greater, or the equivalent,
all the necessary and appropriate insurance that a prudent person in the business of the Supplier
would maintain including, but not limited to, the following comprehensive commercial general
liability insurance on an occurrence basis for third party bodily injury, personal injury and property
damage, to an inclusive limit of not less than two (2) million per occurrence, two (2) million
aggregate. The policy shall include, but not be limited to, the following:
(a) the Indemnified Parties as additional insured with respect to liability arising in the
course of performance of the Supplier’s obligations under, or otherwise in
connection with, the Contract
(b) performance of the Supplier’s obligations under, or otherwise in connection with,

this Agreement;
(c) goods and completed operations;
(d) contractual liability coverage;
(e) cross-liability clause;
(f) employers liability coverage (or compliance with the paragraph below entitled
“Proof of WSIA Coverage” is required)
(g) where the Supplier is renting long-term premises to support its operations, tenant
legal liability insurance;

(h) where the Supplier is providing professional services (including health care,
financial or legal services), additional errors and omissions insurance in the
amount of two (2) million per occurrence;
(i) thirty (30) day written notice of cancellation, termination, or material change; and
(j) owned and non-owned automobile coverage with blanket contractual coverage for
hired automobiles.
7.04 Proof of Insurance

The Supplier shall provide the Client with proof of the insurance required by this Agreement in the
form of valid certificates of insurance that reference this Agreement and confirm the required
coverage, before the execution of the Agreement by the Client, and renewal replacements on or
before the expiry of any such insurance. Upon the request of the Client, a copy of each insurance
policy shall be made available to it. The Supplier shall ensure that each of its subcontractors
obtains all the necessary and appropriate insurance that a prudent person in the business of the
subcontractor would maintain and that the Indemnified Parties are named as additional insurers
with respect to any liability arising in the course of performance of the subcontractor's obligations
under the subcontract for the provision of the Deliverables.
7.05 Proof of WSIA Coverage
If the Supplier is subject to the Workplace Safety and Insurance Act (“WSIA”), the Supplier shall
submit a valid clearance certificate of WSIA coverage to the Client prior to the execution of the
Agreement by the Client. In addition, the Supplier shall, from time to time at the request of the
Client, provide additional WSIA clearance certificates. The Supplier covenants and agrees to
pay when due, and to ensure that each of its subcontractors pays when due, all amounts
required to be paid by it/its subcontractors, from time to time during the Term, under the WSIA.
If the Workplace Safety and Insurance Board (the “WSIB”) ever seeks payment from the Client
for any unpaid dues or amounts owing by the Supplier or any of its subcontractors, the Supplier
expressly understands and agrees that the Client shall bear no responsibility and/or liability for
any such unpaid dues or amounts. For clarity, all unpaid dues and/or amounts owing by the
Supplier or its subcontractors under the WSIA shall be the sole responsibility of the Supplier.
Nevertheless, should the Client ever be required to make any payments under the WSIA on
behalf of the Supplier or its subcontractors, the Client reserves the right to deduct any amounts
paid under the WSIA on behalf of the Supplier or its subcontractors from amounts owing to the
Supplier.
7.06 Supplier Participation in Proceedings
The Supplier shall, at its own expense, to the extent requested by the Client, participate in or
conduct the defence of any Proceeding against any Indemnified Parties referred to in this Article
and any negotiations for their settlement. The Client may elect to participate in or conduct the
defence of any such Proceeding by notifying the Supplier in writing of such election without
prejudice to any other rights or remedies of the Client under the Contract, Agreement, at law or in
equity. Each Party participating in the defence shall do so by actively participating with the other’s
counsel. The Supplier shall enter into no settlement unless it has obtained the prior written
approval of the Client. If the Supplier is requested by the Client to participate in or conduct the
defence of any such Proceeding, the Client agree to co-operate with and assist the Supplier to
the fullest extent possible in the Proceedings and any related settlement negotiations. If the Client
conducts the defence of any such Proceedings, the Supplier agrees to co-operate with and assist
the Client to the fullest extent possible in the Proceedings and any related settlement negotiations.
This paragraph shall survive any termination or expiry of the Contract.
ARTICLE 8 – Termination, Expiry And Extension

8.01 Immediate Termination of Contract
The Client may immediately terminate the Contract upon giving notice to the Supplier where:
(a) the Supplier is adjudged bankrupt, makes a general assignment for the benefit of its
creditors or a receiver is appointed on account of the Supplier’s insolvency;
(b) the Supplier breaches any provision in ARTICLE 5 (Confidentiality) of the Agreement;
(c) the Supplier breaches the Conflict of Interest paragraph in ARTICLE 2 (Nature of
Relationship Between the Client and Supplier) of the Agreement;
(d) the Supplier, prior to or after executing the Agreement, makes a material
misrepresentation or omission or provides materially inaccurate information to the Client;
(e) the Supplier undergoes a change in control which has a material adverse affect on the
Supplier’s ability to satisfy some or all of its obligations under the Contract;
(f) the Supplier subcontracts for the provision of part or all of the Deliverables or assigns the
Contract without first obtaining the written approval of the Client; or
(g) the Supplier’s acts or omissions constitute a substantial failure of performance;
(h) the Supplier’s contact with another NSC Member for the supply of similar Deliverables
has been terminated.
and the above rights of termination are in addition to all other rights of termination available at
law, or events of termination by operation of law.
In addition, the Client may immediately terminate the Contract prior to the Expiry Date, without
notice, any time there is a material breach of this Contract by the Supplier. In the event of a
material breach, the Client shall pay the Supplier all of the fees owing for the Deliverables provided
under the Contract up to and including the date the Contract is terminated due to the material
breach of the Supplier, and no further payments shall be owing.
8.02 Dispute Resolution by Rectification Notice
Subject to the above paragraph, where the Supplier fails to comply with any of its obligations
under the Contract, the Client may, in its sole discretion, issue a rectification notice to the Supplier
setting out the manner and time-frame for rectification. Within seven (7) Business Days of receipt
of that notice, the Supplier shall either:
(a) comply with that rectification notice; or
(b) provide a rectification plan satisfactory to the Client. If the Supplier fails to either comply
with that rectification notice or provide a satisfactory rectification plan, the Client may
immediately terminate the Contract. Where the Supplier has been given a prior
rectification notice, the same subsequent type of non-compliance by the Supplier shall
allow the Client to immediately terminate the Contract.
8.03 Termination on Notice
The Client reserves the right to terminate the Contract, with cause for non-performance or
should the program/equipment be no longer required or if the funding cease to exist, upon thirty
(30) calendar days prior notice to the Supplier.
8.04 Termination for Non-Securing of Funding

If this Contract extends into a Fiscal Year subsequent to its execution, continuation of the
Contract is conditional upon the Client securing the necessary moneys from the applicable
funding source, funding sources may include but are not limited to the Ontario Ministry of Health
and Long Term Care and Ministry of Children, Community and Social Services through the
Legislature of Ontario (the "Legislature"), sufficient to satisfy payments due under the Contract.
In the event that such moneys are not available as a result of the Client not securing the
necessary moneys from the applicable funding sources, the Client may terminate the Contract
upon giving notice to the Supplier. Termination shall become effective on the date of the
beginning of the first Fiscal Year for which funds have not been secured.
8.05 Supplier’s Obligations on Termination
On termination of the Contract, the Supplier shall, in addition to its other obligations under the
Contract and at law:
(c) at the request of the Client, provide the Client with any completed or partially completed
Deliverables;
(d) provide the Client with a report detailing: (i) the current state of the provision of
Deliverables by the Supplier at the date of termination; and (ii) any other information
requested by the Client pertaining to the provision of the Deliverables and performance of
the Contract;
(e) execute such documentation as may be required by the Client to give effect to the
termination of the Contract; and
(f) comply with any other instructions provided by the Client, including but not limited to
instructions for facilitating the transfer of its obligations to another Person.
This paragraph shall survive any termination of the Contract.
8.06 Supplier’s Payment on Termination
On termination of the Contract, the Client shall only be responsible for the payment of the
Deliverables provided under the Contract up to and including the effective date of any termination.
Termination shall not relieve the Supplier of its warranties and other responsibilities relating to the
Deliverables performed or money paid. In addition to its other rights of hold back or set off, the
Client may hold back payment or set off against any payments owed if the Supplier fails to comply
with its obligations on termination.
8.07 Termination in Addition to Other Rights
The express rights of termination in the Agreement are in addition to and shall in no way limit any
rights or remedies of the Client under the Contract, at law or in equity.
8.08 Expiry and Extension of Contract

The Contract shall expire on the original Expiry Date, unless the Client(s) exercise their option to
extend the Contract for a period of XX Option Years, such extension to be upon the same terms
(including the Rates in effect at the time of extension), conditions and covenants contained in the
Contract, upon accepting the option to renew. The option shall be exercisable by the Client giving
notice to the Supplier not less than thirty (30) days prior to the original Expiry Date. The notice
shall set forth the precise duration of the extension.
IN WITNESS WHEREOF the parties hereto have executed the Agreement effective as of the
date first above written.
**NSC: Enter applicable Member Name **NSC: Enter applicable
Supplier/Provider Names
Per: Per:
Name: Name:
Title: Title:
Date: Date:
I have authority to bind the Supplier.

Schedule 1 – Schedule of Deliverables, Rates and Supplementary Provisions
**NSC To be completed after selection of the successful proponent
A. Description Of Deliverables
A.1 Project Objective
A.2 Background
A.3 Deliverables
A.4 Schedule or Time Lines or Milestones
A.5 Reporting Requirements
B. Rates and Disbursements

(Must be in Canadian funds.)
B.1 Maximum Fee
Notwithstanding any other language in the Contract, the total amount payable by the Client to
the Supplier under the Contract shall not exceed **NSC: insert maximum contract amount;
$xxx.
B.2 Personnel and Rates
The following individuals are responsible for the provision of the Deliverables. The Rates for
these individuals are set out below and shall remain fixed during the Term of this Contract:
C. FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT RECORDS
The following chart lists recorded information that is to be included and excluded from the
definition of “Record” contained in the Agreement:
Excluded Records:
Items Included and Excluded from Definition of “Record”

The following shall be included in the definition of Record under the Contract:
The following shall not be included in the definition of Record under the Contract:

APPENDIX B – Form Of Offer
To NSC:
1. Proponent Information
(a) The full legal name of the Proponent is:
(b) Any other relevant name under which the Proponent carries on business is:
(c) The jurisdiction under which the Proponent is governed is:
(d) The name, address, telephone, facsimile number and e-mail address of the contact person
for the Proponent is:
(e) Whether the Proponent is an individual, a sole proprietorship, a corporation, a partnership, a

joint venture, an incorporated consortium or a consortium that is a partnership or other
legally recognized entity:
2. Offer
The Proponent has carefully examined the RFP documents and has a clear and comprehensive
knowledge of the Deliverables required under the RFP. By submitting the Proposal, the Proponent
agrees and consents to the terms, conditions and provisions of the RFP, including the Form of
Agreement, and offers to provide the Deliverables in accordance therewith at the Rates set out in
the Rate Bid Form.
3. Mandatory Forms
(a) The Proponent encloses herewith as part of the Proposal, the mandatory forms set out
below:
MANDATORY FORMS: Yes Page
Form of Offer (0)

Request for Proposal Appendix B 48
MANDATORY FORMS: Yes Page
Rate Bid Form (0)

Reference Form (0)
Mandatory Requirements Questionnaire (Appendix E)
Non Financial Rated Criteria Questionnaire (Appendix F)
Notice to Proponents: There may be Mandatory Forms in this RFP other
than those set out above. See the Mandatory Requirements section of this
RFP for a complete listing of Mandatory Requirements.
4. Rates
The Proponent has submitted its Rates in accordance with the instructions in the RFP and in the
form set out at 0.
5. Addenda
The Proponent is deemed to have read and accepted all addenda issued by NSC prior to the
Deadline for Issuing Addenda. The onus remains on Proponents to make any necessary
amendments to their Proposal based on the addenda. The Proponent is requested to confirm that
it has received all addenda by listing the addenda numbers or, if no addenda were issued, “None”:
____________________.
6. Conflict of Interest
Prior to completing this portion of the Form of Offer, Proponents should refer to the definition of
Conflict of Interest set out in the Form of Agreement.
If the box below is left blank, the Proponent will be deemed to declare that: (1) there was no
Conflict of Interest in preparing its Proposal; and (2) there is no foreseeable Conflict of Interest in
performing the contractual obligations contemplated in the RFP.
Otherwise, if the statement below applies, check the box.
 The Proponent declares that there is an actual or potential Conflict of Interest relating to
the preparation of its Proposal, and/or the Proponent foresees an actual or potential
Conflict of Interest in performing the contractual obligations contemplated in the RFP.
If the Proponent declares an actual or potential Conflict of Interest by marking the box above, the
Proponent must set out below details of the actual or potential Conflict of Interest:
The following individuals, as employees, advisors, or in any other capacity (a) participated in the
preparation of our Proposal; AND (b) were employees of NSC and have ceased that employment
prior to the Proposal Submission Deadline:
Name of Individual:
Job Classification (of last position with NSC):

Department/Program (where last employed with NSC:
Last Date of Employment with NSC:
Name of Last Supervisor with NSC:
Brief Description of Individual’s Job Functions (at last position with NSC):
Brief Description of Nature of Individual’s Participation in Preparation of Proposal:
(Repeat above for each identified individual)
The Proponent agrees that, upon request, the Proponent shall provide NSC with additional
information from each individual identified above in the form prescribed by NSC.
7. Disclosure of Information
The Proponent hereby agrees that any information provided in this Proposal, even if it is identified
as being supplied in confidence, may be disclosed where required by law or if required by order
of a court or tribunal. The Proponent hereby consents to the disclosure, on a confidential basis,
of this Proposal by NSC to NSC advisers retained for the purpose of evaluating or participating in
the evaluation of this Proposal.
8. Proof of Insurance
By signing the Form of Offer, the Proponent agrees, if selected, to provide proof of insurance
coverage as required in the Form of Agreement. If selected, the Proponent must provide proof of
insurance coverage in the form of a valid certificate of insurance prior to the execution of the
Agreement by NSC.
9. Execution of Agreement
The Proponent understands that in the event its Proposal is selected by NSC, in whole or in part,
the Proponent agrees to finalize and execute the agreement in the form set out in Appendix A to
the RFP in accordance with the terms of the RFP.
Signature of Witness Signature of Proponent representative
Name of Witness Name and Title
Date:
I have authority to bind the Proponent

APPENDIX C – RATE BID FORM SIGNATURE
Proponents must adhere to the following and any instructions outlined in the excel file
titled “Appendix C Rate Bid Form” attached in Bonfire:
 Proponents must not amend this Form in any way other than by providing the requested
information.
 No other fees or charges are payable for the Deliverables other than those set out on this
Form.
 Where no price applies, state ‘0’ or ‘nil’. Your Proposal may be disqualified if a price category
is left blank.
All Pricing must be in Canadian Funds
0
RATE BID FORM
RFP NO: 21-61
I/we have read and understand all of the specifications, terms and conditions of this Request for
Proposal Financial Audit Services, and hereby submit the following tendered prices:
Legal Name of Proponent/Company:
Name and Title of Signing Authority: ___________________________
Signature: _________________________________________________
I have authority to bind the Proponent/Company.
Dated this ______day of_________, **enter date
Affix Corporate Seal as Applicable
Request for Proposal Appendix C 51

APPENDIX D – REFERENCE FORM
Each Proponent is requested to provide three references from clients who have obtained similar
goods or services from the Proponent in the last three (3) as those requested in this RFP.
Reference #1
Company Name:
Company Address:
Contact Name:
Contact Telephone Number:
Contact E-mail
Date Work Undertaken:
Nature of Assignment:
Reference #2
Company Name:
Company Address:
Contact Name:
Contact E-mail
Reference #3
Company Name:
Company Address:
Contact Name:
Contact E-mail
Request for Proposal Appendix D 52

APPENDIX E – MANDATORY REQUIREMENTS QUESTIONNAIRE
Proponents must respond to the Mandatory Requirements Questionnaire found in Bonfire.

The excel file attached in Bonfire is for reference only.
Appendix E -
Mandatory Requirements Questionnaire.xlsx
Request for Proposal Appendix E 53

APPENDIX F – NON FINANCIAL RATED CRITERIA QUESTIONNAIRE
Proponents must respond to the Non Financial Rated Criteria Questionnaire found in Bonfire.
The excel file attached in Bonfire is for reference only.
Appendix F - Non
Financial Rated Criteria Questionnaire.xlsx
Request for Proposal Appendix F 54

APPENDIX G - CYFSA PART X
Children’s Aid Society (CAS) is a Service Provider. CAS is a service provider under the Child,
Youth and Family Services Act, 2017 (“CYFSA”) and has statutory obligations to safeguard its
service recipients’ Personal Information.
Definition of “Personal Information”. Personal Information under the CYFSA means

recorded information about an identifiable individual, including,
(a) information relating to the race, national or ethnic origin, colour, religion,
age, sex, sexual orientation or marital or family status of the individual,
(b) information relating to the education or the medical, psychiatric,

psychological, criminal or employment history of the individual
or information relating to financial transactions in which the individual has
been involved,
(c) any identifying number, symbol or other particular assigned to the

individual,
(d) the address, telephone number, fingerprints or blood type of the

individual,
(e) the personal opinions or views of the individual except where they relate
to another individual,
(f) correspondence sent to an institution by the individual that is implicitly or

explicitly of a private or confidential nature, and replies to that
correspondence that would reveal the contents of the original
correspondence,
(g) the views or opinions of another individual about the individual, and
(h) the individual’s name where it appears with other

personal information relating to the individual or where the disclosure of the
name would reveal other personal information about the individual.
In general terms, it means any identifiable information about any person who has received
services from CAS (or may be perceived as receiving services). The meaning is intentionally
broad and includes but is not limited to such information as: name, contact information, identifying
markers or descriptions, information relating to someone’s service at CAS, physical or mental
health, family history, adoption information, financial information, educational information, the fact
that someone is, has been or may become a service recipient of the CAS, and the name of a
substitute decision-maker, etc.
Request for Proposal Appendix G - CYFSA 55

Vendor Does Not Require Access to Personal Information. The parties agree and
acknowledge that the Vendor does not require access to Personal Information about service
recipients in the course of fulfilling its obligations under this Agreement. As a result, the CAS shall
not provide the Vendor with access to Personal Information under this Agreement.
Vendor Personnel. For the purposes of these privacy and security terms and conditions,
“Vendor Personnel” includes the Vendor’s employees, contractors, subcontractors, students,
volunteers and agents. All Vendor Personnel who attend on-site at the CAS, will sign a
Confidentiality Agreement in the form of Appendix A.
Action in Event of Unauthorized Access to Personal Information. In the event that the Vendor
gains unauthorized access to Personal Information about service recipients under this
Agreement, the Vendor shall at the first reasonable opportunity:
 notify the Client’s Representative by telephone, followed by written notice;

 if the Personal Information has come into the possession of the Vendor, return all copies
of the Personal Information to the CAS and, if applicable, ensure that such Personal
Information has been permanently removed from any media, storage or hardware on
which it was stored; and
 hold such Personal Information in the strictest confidence and ensure that its employees,
contractors and agents hold it in the strictest confidence.
This obligation survives the termination or expiration of this Agreement.
Request for Proposal Appendix G - CYFSA 56

APPENDIX H – FINANCIAL STATEMENTS
Proponents will find the Financial Statements for CCAS and CCAF attached in Bonfire along
with all other documentation.
Appendix H - The Appendix H - The

Catholic Childrens Aid
Catholic
Foundation
Childrens
FS 2021
Aid Society
FINAL.pdf
of Toronto FS 2021.pdf
Request for Proposal Appendix H 57

RFP 21-61 Financial Audit Services Final

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RFP 21-61 Financial Audit Services Final

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Northern Supply Chain

Request for Proposals

Request for Proposals No.: 21-61

Proposal Submission Deadline: Friday, November 19th, 2021 01:30:00 PM EST

 Northern Supply Chain 2021

Part 2 – The Deliverables ......................................................................................................... 6

Part 3 – Evaluation Of Proposals ...........................................................................................11

Request for Proposal Table of Contents ii

Appendix A – Form of Agreement .........................................................................................24

Appendix B – Form Of Offer ...................................................................................................48

Appendix C – Rate Bid Form Signature.................................................................................51

Appendix D – Reference Form ...............................................................................................52

Request for Proposal Table of Contents iii

Appendix F - Non Financial Rated Criteria Questionnaire……………………………………..54

Appendix G - CYFSA Part X ...................................................................................................55

Appendix H - Financial Statements…………………………………………………………….…..57

Request for Proposal Table of Contents iv

Request for Proposal 1

“Northern Supply Chain Contact” means

“Ontario Association of Children’s Aid Societies (OACAS)” means OACAS is a not-for-profit

Request for Proposal 2

“Participating Members” mean those NSC Members listed in section 1.4.

“Steering Committee” is comprised of 21 representatives from NSC member organizations

1.2 No Bidding Contract

Request for Proposal 3

1.4 Participating NSC Members

Catholic Children’s Aid Society of Toronto

1.5 Invitation to Proponents

1.6 Form of Agreement for Deliverables

Request for Proposal 4

1.7 No Guarantee of Volume of Work or Exclusivity of Contract

[End of Part 1 – INTRODUCTION]

Request for Proposal 5

2.1 Background Information

CCAS has three main areas of priority:

Additional information can be found at the CCAS website: https://torontoccas.ca/

Additional information can be found at the CCAF website: https://www.ccafdn.ca/

Request for Proposal 6

2.1.1 Other Pertinent Information:

2.2 Description of Deliverables

o Catholic Children’s Aid Society of Toronto

Request for Proposal 7

The Successful Proponent must meet the following requirements:

o Catholic Children’s Aid Society of Toronto

 Must issue audited financial statements in prescribed technological format following

 Must attend regular meetings including:

2.4 Rated Criteria

The Successful Proponent should meet the following requirements:

2.4.1 Reporting Requirements & Written Communication

Request for Proposal 8

 Preparation of audit results package and management letter (if applicable) to

2.4.2 On-Going Communication

 support and enable remote methodologies in working with the clients

 optimization of technology to promote efficiency and security in exchange of working

2.4.3 Value Added Products and/or Services

 workshops, seminars or regulatory and other information updates;

2.4.4 Optional Services

Request for Proposal 9

2.5 Historical Data

End of Part 2 – THE DELIVERABLES]

Request for Proposal 10

3.1 Stages of Proposal Evaluation

3.1.3 Stage III

3.1.5 Cumulative Score