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[Insert RFP Name and Number] Page 1

Universities

RFP Template

For Goods

(With Instructions and Appendices)

WARNING:

THIS DOCUMENT IS SUBJECT TO ONGOING CHANGE

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DISTRIBUTION TO UNAUTHORIZED PERSONS STRICTLY PROHIBITED

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[Insert University Logo]

[Insert University Name]

Request for Proposals

For

[Insert Type of Goods]

Request for Proposals Number: [Insert RFP Number]

Request for Proposals Issued On: [Insert Date]

Proposal Submission Deadline: 2:00:00pm on [Insert Date] Local Time in [Insert City], Ontario, Canada


TABLE OF CONTENTS

PART 1 – INTRODUCTION ............................................................................................... 11 1.1 Invitation to Proponents ....................................................................................... 11 1.2 Background ........................................................................................................ 11 1.3 Purchaser’s Code of Ethics .................................................................................... 11 1.4 Objectives .......................................................................................................... 12

1.5 Type of Agreement .............................................................................................. 12 1.6 No Guarantee of Volume of Work or Exclusivity of Agreement ................................... 13 1.7 Proponent Consortium Information ........................................................................ 13 1.8 Rules of Interpretation ......................................................................................... 13 1.9 Definitions .......................................................................................................... 14

PART 2 - THE DELIVERABLES .......................................................................................... 16 2.1 Description of Deliverables ................................................................................... 16 2.2 Scope of Work ..................................................................................................... 16

2.3 Permits, Licenses, and Approvals ........................................................................... 16 2.4 Electrical Goods ................................................................................................... 17 2.5 Sourcing ............................................................................................................. 17 2.6 Services and Support ........................................................................................... 17

2.7 Personnel ........................................................................................................... 17 2.8 Work Plan and Timelines ...................................................................................... 17 2.9 Enhancements .................................................................................................... 17 2.10 Warranty Period/Coverage .................................................................................... 18 2.11 Electronic Enablement .......................................................................................... 18 2.12 Delivery Lead Times ............................................................................................. 18 2.13 Free-On-Board (“FOB”) ........................................................................................ 18

2.14 Payment Terms ................................................................................................... 18 2.15 Alerts ................................................................................................................. 18 2.16 Accessibility for Ontarians with Disabilities Act ........................................................ 19 2.17 Workplace Hazardous Materials Information System ................................................ 19

2.18 Environmental Issues ........................................................................................... 20 2.19 [Optional – Insert other required aspects of Deliverables]......................................... 20

PART 3 - EVALUATION OF PROPOSALS ........................................................................... 21 3.1 Stages of Proposal Evaluation ............................................................................... 24 3.1.1 Stage I – Review of Mandatory Requirements ......................................................... 25 3.1.2 Stage II – Rated Requirements ............................................................................. 25 3.1.3 Stage III – Pricing ............................................................................................... 25 3.1.4 Stage IV – Cumulative Score ................................................................................ 25

3.1.5 Stage V - Tie Break .............................................................................................. 25 3.2 Stage I – Review of Mandatory Requirements (Pass/Fail).......................................... 26 3.2.1 Form of Offer - Appendix B (Mandatory Form) ......................................................... 26 3.2.2 Rate Bid Form – Appendix C (Mandatory Form) ....................................................... 27 3.2.3 Proof of Insurance ............................................................................................... 28 3.2.4 [Optional - Insert Other Mandatory Requirements, if necessary] ................................ 28 3.3 Stage II – Evaluation of Rated Requirements ([Insert points]) .................................. 28

3.3.1 Rated Requirements ............................................................................................ 29 3.4 Stage III – Pricing ([Insert points])........................................................................ 30 3.5 Stage IV – Cumulative Score ................................................................................ 31 3.6 Stage V - Tie Break Process .................................................................................. 31 3.7 Discussions with Preferred Proponent ..................................................................... 31

PART 4 - TERMS AND CONDITIONS OF THE RFP PROCESS .............................................. 33 4.1 General Information and Instructions ..................................................................... 33 4.1.1 RFP Timetable ..................................................................................................... 33 4.1.2 Proponent Information Session .............................................................................. 34 4.1.3 Proponents to Follow Instructions .......................................................................... 35 4.1.4 Proposals in English ............................................................................................. 35


4.1.5 Purchasers Information in RFP Only an Estimate ...................................................... 35

4.1.6 Proponent’s Costs ................................................................................................ 36 4.2 Communication after RFP Issuance ........................................................................ 36 4.2.1 RFP Coordinator Contact Information ..................................................................... 36

4.2.2 Proponents to Review RFP .................................................................................... 37 4.2.3 Proponent to Notify .............................................................................................. 37 4.2.4 All New Information to Proponents by way of Addenda ............................................. 38 4.2.5 Receipt Confirmation ............................................................................................ 38 4.3 Proposal Submission Requirements ........................................................................ 39 4.3.1 General .............................................................................................................. 39 4.3.2 Proposal Submission Requirements ........................................................................ 39

4.3.3 Other Proposal Considerations ............................................................................... 40 4.3.4 Proposal Receipt by Purchaser ............................................................................... 40 4.3.5 Withdrawal of Proposal ......................................................................................... 40 4.3.6 Amendment of Proposal ....................................................................................... 41 4.3.7 Completeness of Proposal ..................................................................................... 41

4.3.8 Proponent’s Proposals Retained by Purchaser .......................................................... 41

4.3.9 Proposal Irrevocability .......................................................................................... 41 4.3.10 Acceptance of RFP ............................................................................................... 41 4.3.11 Amendments to Proposals .................................................................................... 41 4.3.12 Proposals will not be Opened Publicly ..................................................................... 41 4.3.13 Clarification of Proponent’s Proposals ..................................................................... 42 4.3.14 Verification of Information .................................................................................... 42 4.3.15 Proposal Acceptance ............................................................................................ 42

4.3.16 RFP Incorporated into Proposal .............................................................................. 42 4.3.17 Exclusivity of Contract .......................................................................................... 42 4.3.18 Substantial Compliance ........................................................................................ 42 4.3.19 No Publicity or Promotion ..................................................................................... 43 4.4 Execution of Agreement, Notification and Debriefing ................................................ 43 4.4.1 Selection of Proponent ......................................................................................... 43 4.4.2 Failure to Enter Into Agreement ............................................................................ 43

4.4.3 Notification to Other Proponents of Outcome of RFP Process ..................................... 43

4.4.4 Debriefing .......................................................................................................... 44 4.4.5 Bid Dispute Resolution ......................................................................................... 45 4.5 Prohibited Communications, Confidential Information and FIPPA ................................ 45 4.5.1 Confidential Information of the Purchaser ............................................................... 45 4.5.2 Confidential Information of the Proponent............................................................... 46

4.5.3 Proponent’s Submission ....................................................................................... 46 4.5.4 Personal Information ............................................................................................ 46 4.5.5 Non-Disclosure Agreement ................................................................................... 46 4.5.6 Freedom of Information and Protection of Privacy Act .............................................. 46 4.5.7 Competition Act ................................................................................................... 47 4.5.8 Trade Agreements ............................................................................................... 47 4.5.9 Intellectual Property ............................................................................................ 47

4.6 Reserved Rights and Governing Law of the Purchaser .............................................. 47 4.6.1 General .............................................................................................................. 47 4.6.2 Rights of the Purchaser – Preferred Proponent ........................................................ 49

4.6.3 No Liability ......................................................................................................... 49 4.6.4 Assignment ......................................................................................................... 50 4.6.5 Entire RFP .......................................................................................................... 50 4.6.6 Priority of Documents ........................................................................................... 50

4.6.7 Governing Law .................................................................................................... 50 APPENDIX A – FORM OF AGREEMENT ............................................................................. 51 APPENDIX B – FORM OF OFFER ...................................................................................... 52 APPENDIX C - RATE BID FORM ....................................................................................... 55 APPENDIX D – REFERENCE FORM ................................................................................... 56

APPENDIX E – RATED REQUIREMENTS ........................................................................... 57 APPENDIX F – RECEIPT CONFIRMATION ........................................................................ 58


General Instructions

Instruction in this template are set out in light blue font.

Please read these instructions carefully, ensure that you have the most up-to-date version, and obtain legal advice in advance of the RFP issue date. This template is aligned with the Ontario Broader Public Sector (BPS) Procurement Directive (“Directive”) dated July 1, 2011. Mandatory requirements from the Directive are set out in italic in a dark blue font.

Visit the following website for the complete BPS Procurement Directive document – http://www.fin.gov.on.ca/en/bpssupplychain/documents/bps_procurement_directive.html The objective of the mandatory requirements in the Directive is to ensure BPS organizations conduct procurement-related supply chain activities in an open, fair and transparent manner.

The purpose of the Directive is to: Ensure that publicly funded goods and services, including construction, consulting services, and

information technology are acquired by BPS organizations through a process that is open, fair, and transparent;

Outline responsibilities of BPS organizations throughout each stage of the procurement process;

and

Ensure that procurement processes are managed consistently throughout the BPS. The Directive is based on the five key principles that allow BPS organizations to achieve value for

money while following a procurement process that is fair and transparent to all stakeholders:

Accountability – BPS organizations must be accountable for the results of their procurement decisions and the appropriateness of the processes.

Transparency – BPS organizations must be transparent to all stakeholders. Wherever possible,

stakeholders must have equal access to information on procurement opportunities, processes and results.

Value for Money – BPS organizations must maximize the value they receive from the use of

public funds. A value-for-money approach aims to deliver goods and services at the optimum total lifecycle cost.

Quality Service Delivery - Front-line services provided by BPS organizations, such as teaching, must receive the right product, at the right time, in the right place.

Process Standardization - Standardized processes remove inefficiencies and create a level

playing field.

Universities must, as set out in the Directive, conduct procurement activities according to the law in

Ontario, including contract law, the law of competitive processes, privacy legislation, accessibility legislation and any other legislation as may be applicable. Universities may also be subject to various trade agreements, including but not limited to the Agreement on Internal Trade (AIT) and the Ontario–Quebec Trade and Cooperation Agreement (Ontario–Quebec Agreement).

http://www.fin.gov.on.ca/en/bpssupplychain/documents/bps_procurement_directive.html


Scope

This template, including the instructions, was created to standardize and expedite the RFP preparation process for Universities of a standard goods RFP. A new procurement should only be initiated after considering available resources, mandatory and optional existing arrangements (e.g. applicable association agreements, an OECM agreement, an MGS agreement, etc.).

This template may require substantial enhancements for more complex RFPs such as those involving: Information technology Multiple organizations Multiple awards (e.g. creating a vendor-of-record)

RFPs which do not match the assumptions in this document

Any other complex procurement that, because of the particular structure, industry or deliverable is more complex than a standard RFP

As this is a template, additional language may need to be added. Accordingly, the Universities should carefully review the template and revise it as necessary. Prior to making any substantive revisions of any kind, including but not limited to, deleting or adding new clauses, the University should consult with legal counsel.

Structure The Common RFP Template includes instructions within the text throughout the document. When examples are given in the instructions, they should be considered as showing the types of issues that should be considered and should not be considered exhaustive.

In addition to the shaded instructions on the recommended content and considerations, the

instructions identify assumptions, which form the basis of the standardized language in the template. These assumptions may be subject to change and should be considered when using this template. This Common RFP Template was prepared so that Universities can add the information necessary to define their specific deliverables and evaluation process.

All instructions and areas to be filled in are shaded, in [square brackets]. All shading must be deleted prior to issue. Except for headings, numbering of sections, and identification of parties, there should be no bolding or shading in the body of the RFP once it has been properly completed. All text to be inserted should be in Verdana 9 Point so as to remain consistent with the existing text.

Before issuing the RFP, Universities should ensure that the numbers in the final version of the RFP and Table of Contents are in sequence and that all internal numbers, which refer the reader to another section in the RFP, are correctly cross-referenced.

The Common RFP Template is an evolving document. It is anticipated that it will change over time to reflect changes in the law and general government and sector-specific policies and practices. Prior to commencing the preparation of a draft RFP, ensure you are working from the most current version of

the template by downloading it from the OECM website. Under no circumstances should a copy of this template (including the instructions) be circulated or released to persons or entities outside the education sector in Ontario.


The RFP Preparation Process

Failing to follow the proper steps in the preparation of template documents can lead to delays, unsatisfactory deliverables and increased legal liabilities. The general phases for the preparation of a procurement document include: Planning Drafting

Review (procurement, subject matter experts, legal) Finalization Bypassing any of these phases is inadvisable.

Planning

Procurement planning allows Universities determine: • The goods and services necessary to meet business requirements • Opportunities to aggregate spend in order to create process efficiencies and maximize value for

money Potential supply sources

Procurement methods The necessary approvals and timing of when these approvals will be needed The overall time necessary to complete procurement process When conducting procurement planning, Universities should target, among other objectives: Early identification of needs

Clear definition of requirements

Justification of the acquisition Compatibility of procurement needs with legal and business requirements as well as internal

policies and processes In accordance with the Directive, the particular business need should be determined and set out

clearly in writing before the drafting of a procurement document is commenced. As well, and as required, Universities should also consider arrangements for similar procurements prior to initiating a new procurement. Directive Mandatory Requirement #2: Approval Authority – BPS organizations must establish an approval authority schedule (AAS) for procurement of goods and non-consulting services. The AAS must identify, for each of the functional procurement roles identified in the Directive, authorities that

are allowed to approve procurements for different dollar thresholds. The board of directors of the BPS organization or its equivalent must approve the AAS.

Prior to commencement, an appropriate authority in accordance with the AAS of the BPS organization must approve any procurement of goods and non-consulting services. Prior to commencement, an authority one level higher than the AAS requirements for competitive

procurement must approve any non-competitive procurement of goods or non-consulting services. BPS organizations must not reduce the overall value of procurement (e.g., dividing a single procurement into multiple procurements) in order to circumvent the approval requirements of the BPS organizational AAS or the Procurement AAS for consulting services.


Directive Mandatory Requirement #3: Competitive Procurement Thresholds – BPS organizations must conduct an open competitive procurement process where the estimated value of

procurement of goods or services is $100,000 or more. The exemptions must be in accordance with the applicable trade agreements. BPS organizations must competitively procure consulting services irrespective of value. The exemptions must be in accordance with the applicable trade agreements. BPS organizations must not reduce the overall value of procurement (e.g., dividing a single

procurement into multiple procurements) in order to circumvent competitive procurement thresholds. Directive Mandatory Requirement #4: Information Gathering - Where results of informal supplier or product research are insufficient, formal processes such as a Request for Information (RFI) or Request for Expression of Interest (RFEI) may be used if warranted, taking into consideration the

time and effort required to conduct them.

A response to RFI or RFEI must not be used to pre-qualify a potential supplier and must not influence the chances of the participating suppliers from becoming the successful proponent in any subsequent opportunity. If the particular objectives of the procurement project are unclear, attempting to incorporate them into a procurement document will result in delays during document review prior to issue. Engaging

timely advice will reduce the prospect of lengthy delays in the preparation process. Consider developing a Terms of Reference setting out the following headings and addressing the following issues: Objectives – what is the goal to be achieved? Background – history and importance of need?

Scope – what will the supplier provide and what in-house function will be used, if any?

Approach – how might the goal be achieved? Resources – what are the costs and what are the expenses? Deliverables – what measurable results the supplier will deliver, and what are the expected long

and short-term results for the University? Timing – what are the start and completion dates and what are the potential constraints and

delays? What are the critical due dates for each milestone and/or deliverable? Once developed, the Terms of Reference will serve as the basis for the deliverables listed in Part 2 of the RFP. Drafting

The competitive procurement documents should include: Name, telephone number and location of the person to contact for information about the

procurement documents. Suppliers should be cautioned that contacting any other person from the University regarding the competition may lead to their disqualification. Individuals within the University should also be cautioned against providing any information related to the procurement to a third party.

Clear description of required goods or services. Goods or services must be described in generic

and/or functional terms specific to the business needs. Where it is necessary to provide specifications in non-generic and/or non-functional terms, the specifications must set out the performance requirements in a manner that would not unfairly favour certain suppliers.

Conditions that suppliers must meet before obtaining procurement documents, such as conflict-of-interest declarations, confidentiality agreements and non-disclosure agreements.


Submission rules and other competitive procurement clauses to follow in order for a bid to be compliant. These may include bid format, language, number of copies to be submitted, attendance at a proponent’s information session, etc.

Process and time deadline for the submission of questions regarding the RFP, including a

description of how the answers will be provided. Address and time deadline for bid submissions, including a caution that submissions received after

the deadline will be returned unopened.

Ensure the deliverables and the evaluation process is well described and structured. Failing to clearly draft the deliverables and failing to clearly and properly design the evaluation criteria can result in delays, unsatisfactory deliverables and serious legal liabilities. Legal and Procurement Review

The University’s legal counsel would provide legal advice; and, if requested, OECM will provide procurement assistance. Finalization Any issues raised during final reviews, should be addressed in the RFP before posting.

RFP Process An RFP is used where BPS organizations require solutions for the delivery of complex goods or services or, where explicitly required, to provide alternative options or solutions. Price is not the sole factor in awarding agreements. The RFP process steps are:

1. Purchase need identified: to determine core procurement process to initiate. 2. Planning: to define procurement scope and assemble an evaluation team. 3. Requirements: to define procurement specifications such as evaluation criteria and contract. 4. Create/issue RFP document: to complete, approve and post a competitive document. 5. Blackout period and proposal receipt: to ensure fair treatment of all proponents.

6. Evaluation: to determine the highest-ranking submission based on pre-defined evaluation criteria. 7. Agreement: to offer a contract to the highest-ranking bidder and obtain contract signatures. 8. Award notification: to notify all participants that a successful supplier was selected. 9. Supplier debriefing: to accommodate all suppliers requesting a debriefing session. Comments

Contract A sets out the deliverable requirements, evaluation criteria and reserved rights of the BPS organization, determined in accordance with business and legal requirements, the Directive and applicable trade agreements.

Typically, Contract A requires the supplier to enter into Contract B and sign the attached form of the Contract B. Terms of Contract B may be set as negotiable or non-negotiable within the RFP. BPS organizations should keep the negotiable terms at a minimum level to ensure fairness, transparency

and accountability. Terms that are essential or mandatory to the agreement should not be subject to negotiation. In a typical RFP, most or all terms of Contract B should be non-negotiable. Post-Award Activity as set out in the Directive Below are activities that must take place after an agreement(s) has been awarded:


Directive Mandatory Requirement #22: Contract Management - Procurements and the resulting contracts must be managed responsibly and effectively.

Payments must be made in accordance with provisions of the contract. All invoices must contain detailed information sufficient to warrant payment. Any overpayments must be recovered in a timely manner. Assignments must be properly documented. Supplier performance must be managed and documented, and any performance issues must be addressed.

To manage disputes with suppliers throughout the life of the contract, BPS organizations should include a dispute resolution process in their contracts. For services, BPS organizations must:

Establish clear terms of reference for the assignment. The terms should include objectives, background, scope, constraints, staff responsibilities, tangible deliverables, timing, progress reporting, approval requirements, and knowledge transfer requirements.

Establish expense claim and reimbursement rules compliant with the BPS Expenses Directive and

ensure all expenses are claimed and reimbursed in accordance with these rules.

Ensure that expenses are claimed and reimbursed only where the contract explicitly provides for reimbursement of expenses.

Directive Mandatory Requirement #23: Procurement Records Retention - For reporting and auditing purposes, all procurement documentation, as well as any other pertinent information must be retained in a recoverable form for a period of seven years.

BPS organizations must have a written policy for handling, storing and maintaining the suppliers’

confidential and commercially sensitive information. Directive Mandatory Requirement #24: Conflict of Interest – BPS organizations must monitor any conflict of interest that may arise as a result of the Members’ of the BPS organization, advisors’, external consultants’, or suppliers’ involvement with the Supply Chain Activities. Individuals involved

with the Supply Chain Activities must declare actual or potential conflicts of interest. Where a conflict of interest arises, it must be evaluated and an appropriate mitigating action must be taken.

[End of General Instructions]


PART 1 – INTRODUCTION

This part serves to introduce the procurement opportunity and should set out a brief summary of the RFP requirements generally and then, for greater detail, should refer the reader to the appropriate parts/sections of the RFP, which follow. This part of the Common RFP Template assumes: The agreement awarded will include a provision to extend for additional term(s).

There will be no guarantee of any volume of work or of an exclusive arrangement under the contemplated agreement.

1.1 Invitation to Proponents

This Request for Proposals (“RFP”) is an invitation to prospective Proponents to submit Proposals for the provision of [Insert type of goods] (“Goods”) to support the [Insert name] University (the “Purchaser”) as further described in Part 2 - The Deliverables (the “Deliverables"):

University’s may want to set out the required Goods, at a high level, to inform the proponents of its requirements – as noted below:

The Goods required include:

Goods #1 (i.e. office supplies)

Goods #2 (i.e. uniforms)

Goods #3 (i.e. janitorial supplies)

1.2 Background

[Briefly describe the University here.]

1.3 Purchaser’s Code of Ethics

[Optional – insert your supply chain code of ethics, or leave the BPS Code as set out below.]

The Directive contains the supply chain code of ethics (Code), which sets out basic overarching supply chain principles of conduct for BPS organizations, their suppliers and other stakeholders.

The Code defines acceptable behaviours for individuals involved with supply chain activities.

The Code does not supersede codes of ethics that BPS organizations may have in place, but supplements such codes with supply chain-specific standards of practice. The Code does not supersede codes of ethics that BPS organizations have in place, but supplements such codes with supply chain-specific standards of practice. BPS organizations must formally adopt the Code in accordance with their governance

processes. The policy intent is to establish that the conduct of all members of a BPS organization involved with supply chain activities is in accordance with the Code.


The Code must be made available and visible to all members of the BPS organization, as well as suppliers and other stakeholders involved with supply chain activities.

1.4 Objectives

List the objectives or major goals that the University seeks to satisfy in the resulting agreement. The objectives will be different for each RFP and will depend upon the nature of

the goods being acquired. Insert or choose the objectives from the sample list below that are relevant to this RFP process. Such objectives should be reflected in the RFP’s evaluation criteria. If they are not, they should not be set out below. Note that the following objectives should not be considered exhaustive.

The Purchaser is seeking to satisfy the following objectives in issuing the RFP.

Achieve the best solution for the needs of the Purchaser

Obtain the highest quality delivery, installation, and maintenance of services to the

Purchaser in respect of the Goods

Ensure compatibility with the existing goods or services of the Purchaser

Obtain quality Goods and related services at best overall value

Enhance customer satisfaction and improvements in training and services

Facilitate the Purchaser’s purchases without limiting the Purchaser’s choice or negating

any other requirement

Obtain an extensive selection of Goods

Support Proponents that demonstrate their commitment to the environment

1.5 Type of Agreement

Directive Mandatory Requirement #18: Term of Agreement Modifications – The term

of the agreement and any options to extend the agreement must be set out in the competitive procurement documents. An approval by an appropriate authority must be obtained before executing any modifications to the term of agreement. Extending the term of agreement beyond that set out in the competitive procurement

document amounts to non-competitive procurement where the extension affects the value and/or stated deliverables of procurement.

If a University is awarding to multiple proponents and or by category of Goods or by a certain geographical regions – those details must be set out in this section.

The Preferred Proponent shall be required to enter into an Agreement (“Agreement”) substantially in the form of the Agreement attached in Appendix A Form of Agreement for the provision of the Deliverables.

The Purchaser intends to award Agreement(s) to up to [Insert number (#)] Proponent(s).


The Term of the Agreement is intended to be for a period of [Insert](#) years, with an option

in favour of the Purchaser to extend the Term of the Agreement on the same terms and conditions for up to [Insert number] additional period of up to [Insert](#) years each.

The Agreement will be signed on or around [Insert month, year], and no obligation on the

part of the Purchaser to purchase Goods shall arise until such time as the Agreement is signed.

1.6 No Guarantee of Volume of Work or Exclusivity of Agreement

The information contained in the RFP constitutes an estimate and is supplied solely as a guideline to Proponents. Such information is not guaranteed, represented, or warranted to be accurate, nor is it necessarily comprehensive or exhaustive.

Nothing in this RFP is intended to relieve the Proponents from forming their own opinions and

conclusions with respect to the matters addressed in this RFP. Quantities described are

estimates only and may not be relied on by the Proponents. Estimates are intended to be used by the Purchaser for the purpose of evaluating the Proposals.

The Agreement executed with the Supplier will not be an exclusive Agreement for the provision of the Deliverables. The Purchaser may contract with others for the same or similar Deliverables to those described in this RFP.

1.7 Proponent Consortium Information

Where a consortium is responding to this RFP, the following shall apply:

The Proponent shall identify itself as the sole Proponent.

The Proponent shall list all other consortium members and what each will supply.

The Proponent shall confirm that the Proponent shall assume full responsibility and

liability for the work and actions of all consortium members with respect to the obligations to be assumed pursuant to this RFP, provided that the Purchaser shall be entitled to reject a proposed subcontractor.

1.8 Rules of Interpretation

This RFP shall be interpreted according to the following provisions, unless the context requires a different meaning:

Unless the context otherwise requires, wherever used herein the plural includes the

singular, the singular includes the plural, and each of the masculine and feminine includes the other gender.

Words in the RFP shall bear their natural meaning.

References containing terms such as “includes” and “including”, whether or not used

with the words “without limitation” or “but not limited to”, shall not be deemed limited by the specific enumeration of items but shall, in all cases, be deemed to be without limitation and construed and interpreted to mean “includes without limitation” and “including without limitation”.

In construing the RFP, general words introduced or followed by the word “other” or

“including” or “in particular” shall not be given a restrictive meaning because they are


followed or preceded (as the case may be) by particular examples intended to fall within

the meaning of the general words.

Unless otherwise indicated, time periods will be strictly applied.

The following terminology applies in the RFP:

Whenever the terms “must” or “shall” are used in relation to the Purchaser or

the Proponents, such terms shall be construed and interpreted as synonymous and shall be construed to read “the Purchaser shall” or the “Proponent shall”, as the case may be.

The term “should” relates to a requirement that the Purchaser would like the

Proponent to address in its Proposal.

The term “will” describes a procedure that is intended to be followed.

1.9 Definitions

Unless otherwise specified in this RFP, capitalized words and phrases have the meaning set out in the Form of Agreement attached as Appendix A to this RFP.

The following definitions apply: “Agreement” has the meaning set out in Appendix A.

“Applicable Law” and “Applicable Laws” means any common law requirement and all applicable and enforceable statutes, regulations, directives, policies, administrative interpretations, orders, by-laws, rules, guidelines, approvals and other legal requirements of any government and/or regulatory authority in effect from time to time.

“Business Day” or “Business Days” means Monday to Friday between the hours of 9:00 a.m. to 5:00 p.m., except when such a day is a public holiday, as defined in the Employment Standards Act (Ontario), or as otherwise agreed to by the parties in writing.

“Conflict of Interest” means any situation or circumstance where, in relation to the performance of its obligations under the Agreement, the Proponent’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 obligations under the Agreement.

“Days” means calendar days.

“Eligible Proposal” means a Proposal that meets or exceeds a prescribed requirement, allowing it to proceed to the next phase.

“Evaluation Team” means the individuals who have been selected by the Purchaser to

evaluate the Proposals.

“Goods” means the goods intended to be procured pursuant to this RFP.

“Personal Information” means recorded information about an identifiable individual or that may identify an individual.

“Preferred Proponent” means the Proponent(s) that the Purchaser has identified as the highest-ranked Proponent(s) in accordance with the evaluation process.


“Proponent” or “Proponents” means an entity that submits a Proposal in response to this

RFP and, as the context may suggest, refers to a potential Proponent.

“Proposal” or “Proposals” means all of the documentation and information submitted by a Proponent in response to the RFP.

“Proposal Submission Deadline” means the Proposal submission date and time as set out in Section 4.1.1 and may be amended from time to time in accordance with the terms of this RFP.

“Purchaser” means the entity whose name appears on the cover page of the RFP, and which is the purchasing authority pursuant to this RFP.

“Request for Proposals” or “RFP” means this Request for Proposals issued by the Purchaser for the purchase of the Goods, and all addenda thereto.

“RFP Coordinator” means the individual identified in Section 4.2.1.

“Unfair Advantage” means any conduct, direct or indirect, by a Proponent that may result in gaining an unfair advantage over other Proponents, including but not limited to (i) possessing, or having access to, information in the preparation of its Proposal that is confidential to the Purchaser and which is not available to other Proponents, (ii) communicating with any person with a view to influencing, or being conferred preferred

treatment in, the RFP process, or (iii) engaging in conduct that compromises or could be seen to compromise the integrity of the RFP process and result in any unfairness.

[If necessary, insert additional definitions that pertain to this RFP, but not to the Agreement].

[End of Part 1]


PART 2 - THE DELIVERABLES

Provide a clear description of required goods (and related services). Goods or services must be described in generic and/or functional terms specific to the business needs. Where it is necessary to provide specifications in non-generic and/or non-functional terms, the specifications must set out the performance requirements in a manner that would not unfairly favour certain suppliers. Providing potential proponents with as much accurate detail as possible better ensures that you meet

your legal disclosure obligations and creates a number of benefits including: Giving the best understanding of both what is required and the full scope of the project. Allowing proponents to realistically quote a price. Avoiding additional requests for further information (thereby reducing the possibility of treating

proponents unfairly or of providing inaccurate information).

Greatly increasing the likelihood that you will receive proposals that actually meet your needs.

Clarifying your thinking (which will prove valuable later in the evaluation process). Serving as a clear and concise description of the deliverables as a means of measuring supplier

performance once an agreement is executed. Universities may wish to employ the Terms of Reference developed in the planning stage of the procurement process here.

Set out, in detail, the deliverables that are to be acquired pursuant to this RFP – which may include among other things: Scope of project. Background and history of the project to date. A detailed description of the deliverables, including features.

Quality standards, including whether specific expertise is required for some or all of the deliverables.

Performance measures. Operating expectancies. Service levels. The amount of time that the proponent would have to spend performing the deliverables,

milestones and schedules. Any other relevant information pertaining to the deliverables. The sections below are examples of the type of information you may wish to include as deliverables.

2.1 Description of Deliverables

[Insert applicable Deliverables]

[Optional deliverables to consider are set out below]

2.2 Scope of Work

[Insert Purchaser’s applicable requirements]

2.3 Permits, Licenses, and Approvals

Proponents shall obtain all permits, licences, and approvals required in connection with the

supply of the Goods. The costs of obtaining such permits, licences, and approvals shall be the responsibility of, and shall be paid for by, the Proponent.


Where a Proponent is required by Applicable Laws to hold or obtain any such permit, licence,

and approval to carry on an activity contemplated in its Proposal or in the Agreement, neither acceptance of the Proposal nor execution of the Agreement by the Purchaser shall be considered an approval by the Purchaser for the Proponent to carry on such activity without

the requisite permit, licence, or approval.

2.4 Electrical Goods

Any electrical Goods being proposed for consideration pursuant to this RFP must be authorized or approved in accordance with the Electrical Safety Code or by a certification organization accredited with the Standards Council of Canada Act (Canada), and shall bear the certification organization’s mark identifying the goods certified for use in Canada.

Certification shall be to the standard that is appropriate for the intended use of the electrical Goods at the Purchaser’s facilities. Prior to entering into the Agreement, the Proponent shall have provided satisfactory evidence of such certification, as applicable.

2.5 Sourcing

[Optional - Insert Purchaser’s requirements related to original equipment manufacturer

(“OEM”) Goods, if any – such as:]

The Proponent should provide a list of all original equipment manufacturer (“OEM”) items not specifically manufactured by the Proponent (if any), but provided as part of the Proponent’s Goods included in its Proposal in collaboration with any other supplier. The Proponent should identify the nature and extent of the relationship(s).

2.6 Services and Support

[Optional - Insert Purchaser’s service and support requirements, such as:]

The Proponent shall provide help desk support, three-hundred-and-sixty-five (365) Days a

year, twenty-four (24) hours per Day via a toll free telephone number.

2.7 Personnel

[Optional - Insert Purchaser’s requirements, such as:]

The Proponent should submit information related to the qualifications and experience of its

personnel who will be assigned to provide the [Insert a description of expectation, e.g. services], which may include resumes, documentation of accreditation, and/or letters of reference. See Section 4.5.4 before submitting any such personal information.

2.8 Work Plan and Timelines


The Proponent should provide a detailed work plan of the services it will provide, including all of the tasks, milestones, and timelines, which may include but not be limited to providing a chart, graphic, or other tool. The names of the individuals performing each task should be included.

2.9 Enhancements


The Supplier shall, in the event that a new Good (i.e. unit or hardware) enhancement for any Goods purchased is introduced or announced within nine (9) months after acceptance,


whether the Purchaser, at its sole option, will be able to elect to replace its unit with the new

Goods without cost. This is to include all sub-components as well.

2.10 Warranty Period/Coverage


The Purchaser requires a warranty period of twelve (12) months from the date of acceptance.

2.11 Electronic Enablement


The Proponent shall provide electronic data interchange (EDI) functionality to the Purchaser, which may include but not be limited to electronic data exchange through a value added

network, internet business to business portals, or direct electronic interaction over the internet.

2.12 Delivery Lead Times

The Purchaser requires the Goods to be delivered within [Insert number (#) – e.g. seven (7)] Business Days from the time an order is placed.

2.13 Free-On-Board (“FOB”)

Prices shall be quoted FOB freight prepaid to at the Purchaser’s receiving dock at the noted locations site. Please note the Purchaser has more than one (1) delivery location.

2.14 Payment Terms

[Set out the Purchaser’s required payment terms – and align with Article TBD of the Agreement, which sets out a milestone approach or a standard 30 or 60 day payment option from receipt of invoice – such as]. The Purchaser’s standard payment terms are net thirty (30) days.

2.15 Alerts

[Optional - Insert Purchaser’s requirements, such as:] Proponents shall ensure the Goods meet current safety standards and regulations and advise the Purchaser of any discussions with regulatory agencies related to the Goods, which may

impact on the future availability, accessories, or service support of the Goods. Proponents shall report any recalled Goods to the Purchaser with [Insert number of day],

advising applicable details (e.g. model number, serial number, etc.) to the Purchaser. Proponents shall comply with the requirements of any Applicable Law in respect to recalled goods.


2.16 Accessibility for Ontarians with Disabilities Act

Accessibility for Ontarians with Disabilities Act, 2005 Obligations

In deciding to purchase goods or services through the procurement process for the use of itself, its employees or the public, the Purchaser should have regard to the accessibility for persons with disabilities to the goods and/or services to be acquired by the Purchaser. Accessibility issues must be taken into account for each good or service when preparing the procurement documents and, where appropriate, necessary wording inserted into the

procurement document (in Part 2 - Deliverables and Appendix E - Rated Requirements of the template RFP) so as to both specify the needs and allow evaluation of the Goods’ and/or services’ capability to meet the desired accessibility requirements.

School Boards, Colleges and universities will be required to incorporate accessibility criteria and features when procuring goods, except where it is not practicable to do so, by January 1,

2013 (if they have 50 or more employees in Ontario) or January 1, 2014 (if they have fewer than 50 employees in Ontario). The template refers to the Purchaser’s obligations to deliver goods and services in a manner consistent with the Ontario Human Rights Code, the Ontarians with Disabilities Act, 2001 and the Accessibility for Ontarians with Disabilities Act, 2005. Purchasers are advised that the Province has indicated that the 2001 Act will be repealed once the regulations for the five

standards under the 2005 Act are in place. The five standards are: customer service (see Regulation 429/07), employment, information and communications, transportation (see Regulation 191/11) and built environment (under development). The accessibility standards for customer service under Regulation 429/07 now apply to School Boards, Colleges and universities. Please refer to Regulation 191/11 for details of the

various accessibility standards imposed under that Regulation and the dates on which those

accessibility standards are scheduled to apply. The Purchaser is committed to the highest possible standards for accessibility. Supplier(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 Purchaser has established policies, practices and procedures governing the provision of its goods and

services to persons with disabilities. These policies, practices and procedures are available for review at: [Insert. As other accessibility standards come into effect, they should also be

listed here]. Suppliers are required to comply with the Purchaser’s 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 Supplier.

2.17 Workplace Hazardous Materials Information System

[Optional - Insert Purchaser’s requirements, such as:] The Proponent should provide Workplace Hazardous Materials Information System (WHMIS) material safety data sheets (MSDS) for all Goods. Additionally, the Proponent should provide


the Purchaser’s personnel WHMIS training, as it relates to the Goods, in accordance with the

Ontario Occupational Health and Safety Act.

2.18 Environmental Issues

[Optional - Insert Purchaser’s requirements, such as:] The Supplier shall provide environmentally friendly Goods and related service, which may include but not be limited to:

Re-usability of any Goods supplied or used in providing the Goods Any initiative taken by the Supplier to minimize the amount and weight of packaging

used for any Goods supplied or used The ability of the Supplier to recycle any packaging and Goods supplied or used.

Goods that are recyclable include paper, cardboard, glass bottles, metal cans, #1 plastic (polyethylene terephthalate), #2 plastic (high-density polyethylene, #4

plastic (low-density polyethylene) and #5 plastic (polypropylene). An opportunity for the Purchaser to return part of all of the Goods and packaging used

in shipping or use during the delivery of service at no charge to the Purchaser. Certified Goods under Canada’s Environmental Choice Program, Energy Star Program,

or any other eco-labelling program. ISO 14001 certification

2.19 [Optional – Insert other required aspects of Deliverables]

[End of Part 2]


PART 3 - EVALUATION OF PROPOSALS

Universities should ensure that instructions to proponents are clear and descriptive and relate to the information needed in each area for evaluation purposes. For example, when requesting identification of individuals who will be assigned to the project, consider what information about the individuals (e.g. resumes, professional accreditations/licenses, etc.) is necessary to enable the evaluators to assess the appropriateness of the individuals proposed. Similarly, evidence of organizational experience might require specific types of information, which should be set out.

The RFP must fully disclose the evaluation methodology and process to be used in assessing submissions, including the method of resolving a tie score. It must clearly outline mandatory, rated, pricing and other criteria that will be used to evaluate submissions, including weight of each criterion. All criteria must comply with:

Directive Mandatory Requirement #14: Non-Discrimination – BPS organizations must not

discriminate or exercise preferential treatment in awarding a contract to a supplier as a result of a competitive procurement process. Provide a description of the evaluation methodology and process including: Clear articulation of all mandatory requirements. BPS organizations must indicate that the

mandatory requirements will be assessed on a pass/fail basis, outline how suppliers can achieve a passing grade, and state that where a submission is found not to comply with a mandatory requirement, no further evaluation of this submission will take place.

All weights, including sub-weights, for the rated requirements (where applicable) including any minimum-rated score requirements.

Please note, using a minimum score threshold is optional. It can be applied to some or all rated requirements. The recommendation, however, is that the threshold not be higher than 50% of the

points allocated to that particular rated requirement. A description of short-listing processes, if any.

The role and weight of other criteria, including reference checks, oral interviews and or demonstrations.

Descriptions of the price/cost of ownership evaluation methodology, including scenarios of the evaluation process (where appropriate), to determine costs for specific volumes and or service

levels. The pricing evaluation should take place after evaluation of the mandatory requirements and rated criteria for all proposals.

This Common RFP Template evaluation process contemplates five (5) standard stages: Mandatory Requirements Rated Requirements

Pricing Cumulative Score Tie Breaker Other optional evaluation stages the University may wish to incorporate, if applicable, are:

1. Oral Presentations

2. In-House Trial/Evaluation 3. Reference Verification If Purchaser chooses to incorporate any of these optional stages, please include information accordingly in Section 3.1 of the RFP – ensuring it occurs before the Cumulative Score stage. The content of these optional stages is general information, and needs to be re-worded for each specific

RFP.


Option 1. Oral Presentation and/or Site Visit ([Insert points])

[Consider short listing the candidates to a manageable number of Oral Presentations and/or Site Visits. If appropriate add the following sentence: “Only up to the [Insert #] highest ranked Proposals from Stage II will be invited to participate in the Oral Presentation and/or Site Visit stage.”]The purpose of the Oral Presentation and/or Site Visit 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 and/or Site Visit, 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 and/or Site Visit stage. [If using a minimum score approach, add the following sentence: “Eligible Proposals that do not meet the minimum score

for the Oral Presentation and/or Site Visit will be disqualified”.]In addition, the Oral Presentation

and/or Site Visit will be evaluated on the basis of the following framework: [These are illustrative only. Proponents should have a general sense of the purpose of the oral presentation and/or site visit. Objective of Oral Presentation and/or Site Visit: Demonstration of Proponent commitment to the Purchaser Response to all Proponents’ pre-defined questions developed from Proposal Proponent’s willingness to accept accountability for project

Demonstrated credibility and perceived confidence in Proponent’s ability to supply the Goods in a way that meets or exceeds the needs of the Purchaser within the required delivery time at a cost effective price

Set out others Option 2. In-House Trial ([Insert points])

[Consider short listing the candidates to a manageable number for In-House Trials. If appropriate add

the following sentence: “Only up to the [Insert #} highest ranked Proposals from Stage III will be invited to participate in the In-House Trial stage.”] [List the criteria for the In-House trial. Note that it useful to review the Deliverables before setting out the criteria of the in-house trial.]

The purpose of the In-House Trial will be to allow the Proponent to trial or demonstrate the Goods for the Purchaser 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. The Proponent will not have the opportunity to modify its written Proposal or otherwise introduce new information during the In-House Trial. [If using a minimum score methodology, add the following sentence: “Eligible Proposals that do

not meet the minimum score for the In-House Trial will be disqualified.”] Option 3. Reference Verification (Pass/Fail)

This is an alternate approach to references, as set out in Section 3.1.4 of the template. [If using this evaluation stage, identify how a Proponent will be measured (i.e. the criteria that will be

used to evaluate and score) reference verification. At this stage, the Evaluation Team will verify as many references provided by the Preferred Proponent in the Appendix D – Reference Form as the Evaluation Team may deem appropriate, and such references may be conducted in-person, as the Evaluation Team may determine in its sole discretion. References will be assessed on a pass/fail basis as to their satisfaction with the Goods and services

delivered, and will serve to validate (or not, as the case may be) the evaluation conducted by the Evaluation Team.


The evaluation process should be well defined as set out in:

Directive Mandatory Requirement #9: Evaluation Criteria - Evaluation criteria must be developed, reviewed and approved by an appropriate authority prior to commencement of the competitive procurement process. Competitive procurement documents must clearly outline mandatory, rated, and other criteria that will be used to evaluate submissions, including weight of each criterion.

Mandatory criteria (e.g., technical standards) should be kept to a minimum to ensure that no bid is unnecessarily disqualified. All criteria must comply with the Directive non-discrimination mandatory requirements (as set out on the previous page and in Section 7.2.14 of the Directive).

The evaluation criteria are to be altered only by means of addendum to the competitive procurement documents. BPS organizations may request suppliers to provide alternative strategies or solutions as a part of their submission. BPS organizations must establish criteria to evaluate alternative strategies or solutions prior to commencement of the competitive procurement process. Alternative strategies or solutions must not be considered unless they are explicitly requested in the competitive procurement

documents. BPS organizations must use the evaluation criteria outlined in the competitive procurement documents when selecting the winning submission. BPS organization may utilize price, quality, quantity, transition costs, delivery, servicing, environmental considerations, the capacity of the supplier to meet requirements of procurement,

experience, financial capacity of the supplier as well as any other factor directly related to the

procurement as evaluation criteria. BPS organizations must allocate the maximum justifiable weighting to the price/cost component of the evaluation criteria. Where feasible, BPS organizations are recommended to perform a sensitivity analysis on the selected criteria and assigned weighting prior to finalizing the criteria.

BPS organizations should not request the suppliers to provide information that will not be evaluated as

such information may affect the outcome of the evaluation process. Directive Mandatory Requirement #10: Evaluation Process Disclosure - Competitive procurement documents must fully disclose the evaluation methodology and process to be used in assessing submissions, including the method of resolving tie score. Competitive procurement documents must state that submissions that do not meet the mandatory criteria will be disqualified.

Value-add incentives:

A value-add incentive, as set out in the Directive, is an offer by a supplier, over and above the primary goods or services being purchased, with the intent to increase the total value received by the customer. The current national practices are varied with some BPS organizations choosing not to include value-add incentives in their procurement process and others developing specific policies regarding this practice. When not properly managed, requesting and/or evaluating value-add incentives may

increase the level of risk within the procurement process and result in bid disputes. The following rules for the use of value-add incentives have been compiled by incorporating the requirements and guidance of other provinces:


1. Value-add incentives must be directly relevant and transparently connected to the given

procurement.

2. BPS organizations should openly state the desired enhancements. The procurement document should list the specific value-add incentives that would be considered beneficial to the BPS organization and order of preference, such as on-site technical assistance or product upgrades.

3. Cash should never be requested as a value-add incentive and, if received, should only be used to reduce the final price of the bid.

4. BPS organizations must establish criteria to evaluate value-add incentives prior to commencement of the competitive procurement process.

5. The weighting assigned to value-add incentives must be stated in the competitive procurement document.

6. BPS organizations should ensure that the weight assigned to value-add incentives demonstrates that they are not considered a major influencing factor.

7. Value-add incentives that are outside the scope of the goods and/or services being procured or

related operational improvements should not receive any points.

8. Value-add incentives should be evaluated as a separate and final step after all other rated criteria. BPS organizations should be aware that the U.S. Foreign Corrupt Practices Act prohibits U.S. citizens and entities from making payments to foreign government officials to assist in obtaining or retaining business. Under this Act, BPS purchasers are considered foreign government officials. BPS organizations willing to receive value-add incentives must ensure that they maintain the principles

of open, fair and transparent procurement. To maintain such transparency, value-add incentives must not be considered unless they are explicitly requested in the competitive procurement documents. BPS organizations must govern their procurement practices according to multiple trade agreements. As these trade agreements are regularly being updated and new ones developed, the rules regarding value-add incentives may be impacted. This section is subject to change to align with any broader principles that may be identified through the trade agreements to ensure a coordinated approach.

3.1 Stages of Proposal Evaluation

During the evaluation period (between the proposal submission deadline and award date),

BPS organizations must not communicate with suppliers on matters related to the competitive procurement process unless it is to seek clarification of a proposal or notify the successful supplier. To ensure that the above bid clarification does not amount to bid repair, BPS organizations may seek legal advice. All competitive process-related communications that occur during this period must be documented.

The Purchaser will conduct the evaluation of Proposals in the following five (5) stages:

Stage Number Title of Evaluation Stage

Stage I Mandatory Requirements

Stage II Rated Requirements

Stage III Pricing

Stage IV Cumulative Score


Stage V Tie Break

3.1.1 Stage I – Review of Mandatory Requirements

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 mandatory requirements, may subject to the express and implied rights of the Purchaser, be disqualified and not be evaluated further.

3.1.2 Stage II – Rated Requirements

Stage II will consist of a scoring, by the Purchaser, of each qualified Proposal on the basis of

rated requirements. Rated requirements will be evaluated and Proponents must achieve the minimum score, as

noted in Section 3.3.1, in order for the Proponent to move into Stage III of the evaluation. Proposals failing to meet the minimum score requirement for a rated requirement will be disqualified and not evaluated further.

Refer to Section 3.1.4 below as it related to reference checks.

3.1.3 Stage III – Pricing

Stage III will consist of an evaluation and scoring of pricing submitted by Proponents as set out in Appendix C.

3.1.4 Stage IV – Cumulative Score

Ensure the language in this section aligns with that in section 1.5 – with respect to the

number of proponents being selected. At the conclusion of Stage III, all scores will be added and, subject to satisfactory reference

checks and the expressed and implied rights of the Purchaser, the highest scoring Proponent(s) will become the Preferred Proponent(s). Reference checks will be performed to confirm or clarify information provided within the Proponent’s Proposal. The reference checks themselves will not be scored, however the Purchaser may adjust rated requirements scoring related to the information obtained during the reference check.

3.1.5 Stage V - Tie Break

At this stage, where two (2) or more Proposals achieve a tie score on completion of the

evaluation process, the Purchaser shall break the tie by [Indicate the tie break method, e.g. selecting the Proponent with the highest score in Stage III – Pricing as the Preferred Proponent].


3.2 Stage I – Review of Mandatory Requirements (Pass/Fail)

When deciding on the mandatory requirements, bear in mind that a proponent must

substantially comply with every single requirement or the University is obligated to disqualify that Proponent. RFP mandatory requirements should be kept to a minimum to ensure that no bid is unnecessarily disqualified. The RFP document must state that submissions that do not meet the mandatory criteria will be disqualified.

Where a submission substantially complies, certain clarifications may be sought to confirm compliance. To ensure that the above clarifications do not amount to bid repair, Universities should seek legal advice.

The following are the mandatory requirements in this Common RFP Template:

Form of Offer (Section 3.2.1 and Appendix B) Rate Bid Form (Section 3.2.2 and Appendix C) Additional mandatory requirements can be added. Submissions that do not comply with one (1) or more mandatory requirements must be rejected.

Once all compliant submissions are identified, a University should proceed with the balance of the evaluation process.

A Proposal must include the following [Insert number (#)] mandatory forms:

Appendix Title of Appendix

Appendix B Form of Offer

Appendix C Rate Bid Form

[Insert] [Insert]

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 (Mandatory Form)

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 the Purchaser, the Proponent is found to be


in a Conflict of Interest, the Purchaser 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 Agreement other than those disclosed in the Form of Offer. Where the Purchaser discovers a Proponent’s failure to disclose all actual or potential Conflicts of Interest, the Purchaser may disqualify the Proponent or terminate any Agreement awarded to that Proponent pursuant to this Proposal process.

(b) General The Purchaser, in addition to any other remedies it may have in law or in equity, shall have

the right to rescind any Agreement awarded to a Proponent in the event that the Purchaser 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 Proposals, the provisions of the Form of Offer as set out in this RFP will prevail over any such changes or Proposals in or to the Form of Offer provided in the Proposal.

3.2.2 Rate Bid Form – Appendix C (Mandatory Form)

The Rate Bid Form, completed by the Proponent in accordance with the instructions contained below and in Appendix C, provided that the following shall apply:

All prices shall be provided in Canadian funds and shall include all applicable customs

duties, tariffs, overhead, materials, fuel, office support, profit, permits, licenses, labour, carriage, insurance, Workplace Safety Insurance Board costs, and warranties, and further shall not be subject to adjustment for fluctuation in foreign exchange rates.

All prices shall be quoted exclusive of the harmonized sales tax (HST) or other similar taxes, each of which, if applicable, should be stated separately

All prices quoted, unless otherwise instructed in this RFP, shall remain firm for the Term

of the Agreement as set out in the RFP

[Optional – alternatively, “travel, accommodation, and other costs shall be at the Proponent’s expense”] travel and accommodation expenses shall not be included in the rates quoted and shall be billed separately and charged in accordance with the Purchaser’s policy, as may be amended from time to time. Original itemized receipts are required for reimbursement. Meals, hospitality, and other incidentals shall not be

included in eligible expenses;

In the event of any discrepancy in the pricing, the lowest unit price submitted shall prevail

The Proponent is deemed to confirm that it has prepared its Proposal with reference to all of the provisions of the RFP, that it has factored all of the provisions of the Agreement into its pricing assumptions, calculations and into its proposed Pricing.

A Proposal that includes conditional, optional, contingent or variable rates that are not

expressly requested in the Rate Bid Form may be disqualified.


3.2.3 Proof of Insurance

By signing the Form of Offer, the Proponent agrees, if selected, to carry insurance as outlined in Appendix A – Form of Agreement. The selected Proponent must provide proof of such insurance coverage in the form of a valid certificate of insurance prior to the execution

of the Agreement by the Purchaser.

3.2.4 [Optional - Insert Other Mandatory Requirements, if necessary]

[**Insert any other applicable mandatory requirements.]

3.3 Stage II – Evaluation of Rated Requirements ([Insert points])

Rated requirements are the standards and measures used to assess the proponent’s

capability of meeting the RFP requirements. They should be clearly structured so that the

evaluation and award decisions are defensible. All weights, including sub-weights, for the rated requirements including any minimum-rated score requirements. Please note, using a minimum score threshold is optional. It can be applied to some or all rated requirements. The recommendation, however, is that the

threshold not be higher than 50% of the points allocated to that particular rated requirement. Universities should reference Part 2 – Deliverables and ensure that the rated requirements correspond with the required deliverables and requested information. Directive Mandatory Requirement #11: Evaluation Team - Competitive procurement

processes require an evaluation team responsible for reviewing and rating the compliant bids.

Evaluation team members must be made aware of the restrictions related to utilization and distribution of confidential and commercially sensitive information collected through the competitive procurement process and refrain from engaging in activities that may create or appear to create a conflict of interest.

Evaluation team members must sign a conflict-of-interest declaration and non-disclosure of confidential information agreement. Directive Mandatory Requirement #12: Evaluation Matrix - Each evaluation team member must complete an evaluation matrix, rating each of the submissions. Records of

evaluation scores must be retained for audit purposes. Evaluators must ensure that everything they say or write about submissions is fair, factual, and fully defensible.

Proposals that are deemed compliant in Stage I Mandatory Requirements will qualify to be evaluated further.

Rated requirements will be evaluated and, where applicable, Proponents must achieve the minimum score, as noted below in Section 3.3.1, in order for a Proponent to move into Stage III.

Proposals failing to meet the minimum score requirement for a rated requirement, where

applicable, will be disqualified and not evaluated further.


It is important that Proposals clearly provide all the necessary information so that a thorough

assessment of the Proponents’ experience, qualifications and capabilities can be made. Responses and substantiating documentation should be direct and grouped together with an index provided to ensure the Evaluation Team is able to locate particular information.

In the case that contradictory information or information that contains conditional or qualifying statements is provided with respect to a requirement, the Purchaser will, in its sole and absolute discretion, determine whether the response complies with the requirements, and may seek clarification from the Proponent. The contradictory or qualifying information may result in the Proponent receiving a low score for that particular rated requirement.

3.3.1 Rated Requirements

The response to each rated requirement should:

Be submitted in a complete and clear manner.

Demonstrate the Proponents understanding of the Purchaser’s business needs and

should provide a detailed answer to the information requested. Be provided in the same sequential order as set out below.

The following is an overview of the point allocation and minimum score requirements, if any, for the rated requirements of this RFP (N/A denotes – not applicable):

If using a minimum score approach, add the following sentence: “Proposals that reach or exceed the minimum score for each rated requirements will be eligible to proceed to the next stage of the evaluation process (an Eligible Proposal). Using a minimum score threshold is

optional. It can be applied to some or all rated requirements. The recommendation, however, is that the minimum score threshold not be higher than 50% of the points allocated to that

particular rated requirement.

Rated Requirement Components Point

Allocation

Minimum Score Required

[Optional – delete this column if not

required]

Proponent’s Experience, Qualifications and Capabilities

[Insert] [Insert]

Goods &/or services Requirements [Insert] [Insert]

Support/Training/Warranty [Insert] [Insert]

Environmental Issues [Insert] [Insert]

[Insert other rated requirements] [Insert] [Insert]

TOTAL AVAILABLE POINTS FOR RATED REQUIREMENTS:

[Insert] [Insert]

Please note, detailed rated requirements for the above components, including sub-point allocation are set out in Appendix E.

A minimum score for rated requirements, as noted above, must be achieved for any Proponent to move into Stage III – Pricing.


3.4 Stage III – Pricing ([Insert points])

Universities should pay particular attention to applying maximum justifiable weighting of price/cost in the methodology for the evaluation of proposals.

When developing the pricing evaluation, please ensure the various pricing components can be scored and that they allow comparison to be made between proposals. This template assumes pricing will be scored on the basis of a relative pricing formula (lowest price receives maximum points and all other proposals receive a ratio downwards of the allocated points).

Only at the completion of all rated requirements for all Eligible Proposals will the envelope containing Appendix C – Rate Bid Form be opened.

The total available points for pricing are set out below:

Goods Available Points

For Pricing

General [Insert]

Consumables [Insert]

[Insert other applicable pricing components] [Insert]

Post Warranty Service [Insert]

Aggregated Volume Discounts [Insert]

Additional Discount [Insert]

TOTAL AVAILABLE POINTS FOR PRICING: [Insert]

The Purchaser will not accept pricing assumptions. The below illustrates how points will be calculated - using a relative formula (i.e. by dividing that Proponent’s price into the lowest bid price) for proposed pricing on the Rate Bid Form: [Insert correct point allocation below for each pricing evaluation]

EXAMPLE –PRICING EVALUATION

Proposed Prices Calculation Resulting

Points

If Proponent 1 proposes on Appendix C the lowest bid price, that Proponent will receive 100% of the possible points.

$12.00 ÷ $12.00 x [##] [##]

If Proponent 3 bids $15, it will receive 80% of the possible points.

$12.00 ÷ $15.00 x [##] [##]


If Proponent 2 bids $24.00, it will receive 50% of the possible points.

$12.00 ÷ $24.00 x [##] [##]

The above evaluation will occur for all pricing components for each Eligible Proponent.

3.5 Stage IV – Cumulative Score

Directive Mandatory Requirement #13: Winning Bid – The submission that receives the

highest evaluation score and meets all mandatory requirements set out in the competitive procurement document must be declared the winning bid. Directive Mandatory Requirement #14: Non-Discrimination – BPS organizations must not discriminate or exercise preferential treatment in awarding a contract to a supplier as a result of a competitive procurement process.

At the conclusion of Stage III, the scores from Stage II and Stage III will be added and, subject to the express and implied rights of the Purchaser, the highest scoring Proponent will become the Preferred Proponent and invited it to enter into discussions to finalize the terms of the Agreement, attached in Appendix A.

3.6 Stage V - Tie Break Process

At this stage, where two (2) or more Proposals achieve a tie score on completion of the evaluation process, the Purchaser shall break the tie by [Indicate the tiebreak method, e.g. selecting the Proponent with the highest score in Stage III – Pricing as the Preferred Proponent].

3.7 Discussions with Preferred Proponent

Directive Mandatory Requirement #15: Executing the Contract - The agreement between the BPS organization and the successful supplier must be formally defined in a signed written contract before the provision of supplying goods or services commences.

Where an immediate need exists for goods or services, and the BPS organization and the supplier are unable to finalize the contract as described above, an interim purchase order may be used. The justification of such decision must be documented and approved by the appropriate authority. Directive Mandatory Requirement #16: Establishing the Contract - The contract must

be finalized using the form of agreement that was released with the procurement document. In circumstances where an alternative procurement strategy has been used (i.e., a form of

agreement was not released with the procurement document), the agreement between the BPS organization and the successful supplier must be defined formally in a signed written contract before the provision of supplying goods or services commences.

Subject to the requirements of Section 3.7, the Purchaser expects that the Agreement will be executed substantially in the form in which it appears in this RFP.

The Preferred Proponent will have up to [Insert number (##)] Days after being notified of the award to sign the Agreement.


After identifying the Preferred Proponent, if any, the Purchaser may attempt to finalize the

terms and conditions of the Agreement with the Preferred Proponent, or it may, in its sole discretion, prior to making the award, issue a purchase order to the Preferred Proponent, on terms satisfactory to the Purchaser, as an interim measure.

The Purchaser shall at all times be entitled to exercise its rights under Section4.6. For certainty, the Purchaser 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 Purchaser to execute the Agreement.

[End of Part 3]


PART 4 - TERMS AND CONDITIONS OF THE RFP PROCESS 4.1 General Information and Instructions

4.1.1 RFP Timetable

Universities should give potential proponents sufficient time to prepare bids. The goal of publishing the competitive procurement documents is to receive the highest possible number of quality bids, thus achieving the optimum value for money. Universities should select a proposal response time that is reflective of such factors as procurement complexity, risk, seasonality and time necessary for suppliers to prepare and

submit bids.

Directive Mandatory Requirement #7: Timelines for Posting Competitive Procurements states – BPS organizations must provide suppliers a minimum response time of 15 calendar days for procurement of goods and services valued at $100,000 or more. BPS organizations must consider providing suppliers a minimum response time of 30

calendar days for procurements of high complexity, risk, and/or dollar value. Proponents must be given at least 7 calendar days after posting the final addenda. Directive Mandatory Requirement # 8: Bid Receipt – Bid submission date and closing time must be clearly stated in competitive procurement documents. BPS organization must

set the closing date of a competitive procurement process on a normal working day (Monday to Friday, excluding provincial and national holidays). Submissions that are delivered after the closing time must be returned unopened.

The following is a summary of the key dates for this RFP process:

The following timelines represent some of the dates that may be applicable to a particular RFP process. Dates should be set out in chronological order. Delete all events and dates that are not applicable to the this RFP, and add any other applicable events or dates that should be included. Do not duplicate dates in other locations of the RFP. Please note – the overview

of the evaluation process is set out in Part 3 of this RFP.

RFP Timetable

Event Date

Issue Date of RFP: [Insert date]

Proponent Information Session: [Recommended] [Insert Date and Time]

Proponent Deadline for Questions: [Insert Date and Time]

Deadline for Issuing Addenda: [Insert date]


Proponent Deadline for Questions Pertaining to Issued

Addenda only: [Optional] [Insert Date and Time]

Deadline for Issuing Final Addenda: [Optional] [Insert date]

Proposal Submission Deadline: 2:00:00pm on [Insert date]

Anticipated Agreement start date: [Insert Month, Year]

Note – all times specified in this RFP timetable are local times in [Insert city], Ontario,

Canada.

Purchaser may change the RFP timetable in its sole and absolute discretion at any time prior to the Proposal Submission Deadline.

Universities must post their tendering documents on an electronic tendering system readily accessible by all suppliers across Canada.

When posting competitive procurement documents, Universities must use accepted mediums to uphold the principles of fairness, openness and transparency. This will encourage higher levels of supplier response and maintain high BPS reputation in the supplier community. Directive Mandatory Requirement #6: Posting Competitive Procurement Documents states - Calls for open competitive procurements must be made through an electronic tendering system that is readily accessible by all Canadian suppliers.

In the event a change is made to any of the above dates, the Purchaser will post any such

change on [Insert posting method, e.g. MERX™ or Biddingo].

The Purchaser may amend any timeline, including the Proposal Submission Deadline, without liability, cost, or penalty, and within its sole discretion.

In the event of any change in the Proposal Submission Deadline, the Proponents may thereafter be subject to the extended timeline.

4.1.2 Proponent Information Session

[Recommended]

Universities may hold a proponent’s information session where there is important information pertaining to the procurement in question that suppliers may understand better if it is

presented to them (e.g., a request to outfit a building with electricity is easier to respond to after touring the site). Information sessions are usually held shortly after the competitive documents are posted.

This is done to give the proponents sufficient time to draft bids based on the information given at the bidder’s conference. Where a University is set to conduct an information session, the RFP must contain information about the conference, including but not limited to:

Time and location. Items to be covered.


Whether attending the session is mandatory. Where a University makes attendance

mandatory, it must specify in the RFP that proposals of all proponents who did not attend the conference will be returned unopened.

During the session, only the procurement in question may be discussed. Questions and answers provided at an information session must be communicated to all proponents, irrespective of whether they attended the conference, through an addendum or Q&A.

Proponents may, but are not required to, attend the Proponent Information Session will take place at the time set out in Section 4.1.1.

Proponents wishing to attend should register, noting its full legal name and the names of the representatives by emailing the RFP Coordinator prior to 1:00pm on [Insert date]. Access to

the teleconference and any applicable information will be emailed to the registered Proponents.

The Proponent Information Session may provide an opportunity for Proponents to enhance its understanding of this RFP.

The Proponent Information Session is not an opportunity for Proponent’s to direct questions about the RFP document – Proponents must submit questions to the RFP Coordinator as set out in Section 4.2.2 below.

Any changes to the Proponent Information Session meeting date or access information will be issued in an addendum on [Insert posting method, e.g. MERX and Biddingo].

Information provided during this session will be posted on [Insert posting method, e.g. MERX and Biddingo].

4.1.3 Proponents to Follow Instructions

Proponents should structure its 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.

4.1.4 Proposals in English

All submissions of Proposal are to be in English only. Any Proposals received by the Purchaser that are not entirely in the English language may be disqualified.

4.1.5 Purchasers Information in RFP Only an Estimate

The Purchaser makes no representation, warranty or guarantee as to the accuracy of the

information contained in this RFP or issued by way of addenda. Any 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 Proponent’s Costs

Every Proponent shall bear all costs and expenses incurred by the Proponent relating to any aspect of its participation in this RFP process, including all costs and expenses relating to the Proponent’s participation in:

The preparation, presentation and submission of its Proposal The Proponent’s attendance at any meeting in relation to the RFP process, including any

oral presentation and/or demonstration The conduct of any due diligence on its part, including any information gathering activity The preparation of the Proponent’s own questions prior to the Proposal Submission

Deadline Any discussion and/or negotiation, if any, in respect of the Agreement

4.2 Communication after RFP Issuance

The competitive process begins when the competitive procurement documents is issued and ends when a University signs an agreement with a supplier.

Throughout the competitive procurement process, all communications with suppliers involved in the process must occur formally, through the contact person identified in the RFP. From the posting time to the proposal submission deadline, BPS organizations must use only two (2) types of formal communication: addendum and question-and-answer response. Both must be posted in the same manner as the competitive procurement documents in order to be available to all proponents, thus ensuring a level playing field.

4.2.1 RFP Coordinator Contact Information

All communications regarding any aspect of this RFP must be directed to the following RFP Coordinator:

Name: [Insert applicable information] Title: [Insert applicable information]

Email: [Insert applicable information]

Proponents that fail to comply with the requirement to direct all communications to the RFP Coordinator [Select “shall” or “may”, depending on how strict this requirement is intended to be. Bear in mind that, with “shall”, any Proponent that breaches the requirement must be disqualified] be disqualified from RFP process. Without limiting the generality of this

provision, Proponents shall not communicate with or attempt to communicate with the following:

any employee or agent of the Purchaser (other than the RFP Coordinator)

any member of the Evaluation Team

any expert or advisor assisting the Evaluation Team

any member of the Purchaser’s governing body (such as Board of Governors, Board of Directors, Board of Advisors or Trustees)

any elected official of any level of government, including any advisor to any elected official


4.2.2 Proponents to Review RFP

If the information set out in the RFP is intentionally incomplete, the Purchaser should say this expressly, so that Proponents know they need to specifically investigate. Failure to identify

any missing or incomplete information may lead to a successful claim against the Purchaser.

Proponents shall promptly examine this RFP and:

Shall report any errors, omissions or ambiguities

May direct questions or seek additional information in writing, by email, on or before the Proponent’s Deadline for Questions to the RFP Coordinator

All questions submitted by Proponents by email to the RFP Coordinator shall be deemed to be

received once the email has entered into the RFP Coordinators’ email inbox.

In answering a Proponent’s questions, the Purchaser will set out the question(s), but without identifying the Proponent that submitted the question(s) and the Purchaser may, in its sole discretion:

Edit the question(s) for clarity Exclude questions that are either unclear or inappropriate

Answer similar questions from various Proponents only once

Where an answer results in any change to the RFP, such answer will be formally evidenced

through the issue of a separate Addendum for this purpose.

No such communications are to be directed to anyone other than RFP Coordinator. The Purchaser 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 the RFP Coordinator on any matter it considers to be unclear. The Purchaser shall not be responsible for any misunderstanding on the part of the Proponent concerning this RFP or its process.

4.2.3 Proponent to Notify

In the event a Proponent has any reason to believe that any of the circumstances listed in Section 4.2.2 exist, the Proponent must notify the RFP Coordinator in writing prior to submitting a Proposal. If appropriate, the RFP Coordinator will then clarify the matter for the benefit of all Proponents.

Proponents shall not:

After submission of a Proposal, claim that there was any misunderstanding or that any of the circumstances set out in Section 4.2.2 were present with respect to the RFP

Claim that the Purchaser is responsible for any of the circumstances listed in Section

4.2.2 of the this RFP


4.2.4 All New Information to Proponents by way of Addenda

Addenda are prepared where the posted RFP needs to be modified (e.g., amending, adding or deleting information due to errors, conflicts or omissions in the documents). Addenda

must be posted at least seven (7) days before the proposal submission deadline. If an addendum is issued within the seven (7) day period, the proposal submission deadline must be moved accordingly. Addendum allows modifying the competitive documents by: Inserting new or omitted provisions or drawings.

Revising or deleting provisions or drawings. Question and answer (Q+A) responses are prepared where the posted RFP requires clarification, but there is no need to modify these documents. Answers that change any

aspect of the competitive procurement documents must be addressed by making corresponding modifications to the documents through an addendum.

Questions should be submitted at least seven (7) days before the proposal submission deadline; however, questions submitted after that may also be considered. If warranted, the proposal submission deadline may be extended to ensure that all proponents receive as much relevant information as possible.

This RFP may only be amended by an addendum in accordance with this section.

If the Purchaser, 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 on [Insert posting method, e.g. MERX and Biddingo]. Each addendum shall

form an integral part of this RFP.

Any amendment or supplement to this RFP made in any other manner will not be binding on

the Purchaser.

Such addenda may contain important information including significant changes to this RFP. Proponents are responsible for obtaining all addenda issued by the Purchase. In the space provided in the Form of Offer, Proponents shall confirm its receipt of all addenda by setting out the number of addenda 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 [Insert posting method, e.g. MERX™ or

Biddingo], since they must obtain through [Insert posting method, e.g. MERX™ or Biddingo] all of the information documents that are issued.

In the event that a Proponent chooses to cancel the receipt of addenda or amendments, its

Proposal may be rejected.

4.2.5 Receipt Confirmation

[Optional - if deleting, remove the corresponding appendix.]

Proponents are requested to complete and return Appendix F by email to the RFP Coordinator.


4.3 Proposal Submission Requirements

4.3.1 General

To be considered in the RFP process, a Proponent’s Proposal must be received on or before the Proposal Submission Deadline as set out in Section 4.1.1, in a sealed package and should

bear the Proponent’s name, return address, and RFP number, and the RFP Coordinator’s name. Proposals received after the Proposal Submission Deadline shall not be considered and shall be returned to the Proponent unopened. Regardless of the method of delivery chosen by Proponent (such as courier, delivery service, Canada Post), each Proponent is responsible for the actual delivery of its Proposal to the address set out below:

Submission address:

• [Insert appropriate address] • [Insert appropriate address] • [Insert appropriate address]

Proposals transmitted by facsimile or sent by any other electronic means shall not be considered. Notwithstanding anything to the contrary contained in any applicable statute relating to electronic documents transactions, including the Electronic Commerce Act, 2000, S.O. 2000, c. 17, any notice, submission, statement, or other instrument provided in respect of the RFP may not be validly delivered by way of electronic communication, unless otherwise provided for in this RFP.

The Proponent should identify and mark any trade secret or proprietary intellectual property in its Proposal. Proposals are to be submitted in English only, and any Proposal received by the Purchaser

that is not entirely in English may be disqualified. [If Proposals are requested in French, adjust language accordingly.]

4.3.2 Proposal Submission Requirements

Proposals should be submitted in accordance with the instructions set out in this RFP. Proposals should be completed without delineations, alterations, or erasures. In the event of a discrepancy between the original paper copy of a Proposal and any of the copies, the

original shall prevail.

Please do not include any financial information in envelope 1 – Proposal. Proposals should be submitted in two (2) separate sealed envelopes, clearly marked as follows:

Envelope 1 – Proposal, to include:

One (1) bound original (prominently marked “original”) of the Proposal including all Appendices except Appendix C.

[Insert appropriate number (#)] unbound photocopies of the Proposal including all

Appendices except Appendix C. One (1) searchable and not locked soft copy (i.e. USB or CD) of the Proposal including

all Appendices except Appendix C.


Envelope 2 – Financial Information, to include:

One (1) original (prominently marked “original”) of Appendix C. One (1) photocopy of Appendix C.

One (1) searchable and not locked soft copy (i.e. USB or CD) of Appendix C in Microsoft

Excel format.

Proposals submitted in any other manner may be subject to disqualification. In the event of a conflict or inconsistency between the hard copy and the soft copy of the

Proposal (including Appendix C), the “original” version of the Proposal shall prevail. Changes to the content or format of the Declaration may disqualify the submission. Proposal should be clearly marked with RFP title and number, closing date and time, the

Purchaser’s address, Proponent name and contact person.

4.3.3 Other Proposal Considerations

In preparing its Proposal, the Proponent should adhere to the following:

All pages should be numbered Any embedded literature links within a Proposal should be a direct link to the Goods

page rather than the Proponent’s main website. Where literature links are not possible, a PDF document may also be incorporated within the Proposal. Information contained in any embedded link will not be considered part of a Proposal, and will not be evaluated or scored.

The Appendices provided, as appropriate, should be used for completing the Proposal.

Completely address, on a point-by-point basis, each requirement identified in Appendix E and the Proposal should be complete in all respects.

Adhere to the Proposal format requirements described above. Respond to the requirements in the applicable appendices, or as may be directed in this

RFP.

4.3.4 Proposal Receipt by Purchaser

Every Proposal received will be date/time stamped at the location referred to in Section 4.3.1 and a receipt will be provided upon request. A Proponent should allow sufficient time in the preparation of its Proposal to ensure its

Proposal is received by on or before the Proposal Submission Deadline.

4.3.5 Withdrawal of Proposal

A Proponent may withdraw its Proposal only by providing written notice to the RFP Coordinator before the Proposal Submission Deadline. A Proposal may not be withdrawn after the Proposal Submission Deadline. The Purchaser has no obligation to return withdrawn Proposals.


4.3.6 Amendment of Proposal

A Proponent may amend its Proposal after submission, but only if the Proposal is amended and resubmitted before the Proposal Submission Deadline.

The Proponent must provide notice to the RFP Coordinator in writing and replace its Proposal with a revised Proposal, in accordance with the requirements of this RFP. The Purchaser has no obligation to return amended Proposals.

4.3.7 Completeness of Proposal

By submitting a Proposal, the Proponent confirms that all of the components required to use

and/or manage the Goods have been identified in its Proposal or will be provided to the Purchaser at no additional charge. Any requirement that may be identified by the Proponent after the Proposal Submission Deadline or subsequent to signing the Agreement shall be

provided at the Proponent’s expense. 4.3.8 Proponent’s Proposals Retained by Purchaser

All Proposals submitted by the Proposal Submission Deadline shall become the property of the Purchaser and will not be returned to the Proponents.

4.3.9 Proposal Irrevocability

These time frames can be changed to suit the specific objective. However, in the event that the selected proponent fails to execute an agreement, the timing between selection of the

proponent and execution of the agreement should allow for the selection of an alternative proponent and execution of an agreement with the alternative proponent prior to the end of the irrevocable period.

Subject to a Proponent’s right to withdraw a Proposal in accordance with the procedure described in Section 4.3.5, a Proposal shall be irrevocable by the Proponent for [Insert

number (###)] Days from the Proposal Submission Deadline.

4.3.10 Acceptance of RFP

By submitting a Proposal, a Proponent agrees to accept and to be bound by all of the terms and conditions contained in this RFP, and by all of the representations, terms, and conditions contained in its Proposal.

4.3.11 Amendments to Proposals

Subject to Section 4.1.1 and Section 4.2.4, the Purchaser shall have the right to amend or

supplement this RFP in writing prior to the Proposal Submission Deadline. No other statement, whether written or oral, shall amend this RFP. The Proponent is responsible to ensure it has received all Addenda.

4.3.12 Proposals will not be Opened Publicly

Proponents are advised that there will not be a public opening of this RFP. The Purchaser will open Proposals at a time subsequent to the Proposal Submission Deadline.


4.3.13 Clarification of Proponent’s Proposals

The Purchaser shall have the right at any time after the RFP Proposal Submission Deadline to seek clarification from any Proponent in respect of the Proponent’s Proposal, without contacting any other Proponent.

The Purchaser shall not be obliged to seek clarification of any aspect of any Proposal. Any clarification sought shall not be an opportunity for the Proponent to either correct errors or to change its Proposal in any substantive manner. Subject to the qualification in this provision, any written information received by the Purchaser from a Proponent in response to a request for clarification from the Purchaser may be considered to form an integral part of

the Proponent’s Proposal, in the Purchaser’s sole discretion. 4.3.14 Verification of Information

The Purchaser shall have the right, in its sole discretion, to:

Verify any Proponent’s statement or claim made in the Proponent’s Proposal or made

subsequently in an interview, site visit, oral presentation, demonstration, or discussion

by whatever means the Purchaser may deem appropriate, including contacting persons in addition to those offered as references, and to reject any Proponent statement or claim, if such statement or claim or its Proposal is patently unwarranted or is questionable.

Access the Proponent’s premises where any part of the work is to be carried out to

confirm Proposal information, quality of processes, and to obtain assurances of viability,

provided that, prior to providing such access, the Proponent and the Purchaser shall have agreed on access terms including pre-notification, extent of access, security and confidentiality. The Purchaser and the Proponent shall each bear its own costs in a connection with access to the Purchaser’s premises.

The Proponent shall co-operate in the verification of information and is deemed to consent to the Purchaser verifying such information, including references.

4.3.15 Proposal Acceptance

The lowest price Proposal or any Proposal shall not necessarily be accepted. While price is an evaluation criterion, other evaluation criteria, as set out in Section 3.3 will form a part of the evaluation process.

4.3.16 RFP Incorporated into Proposal

All provisions of this RFP are deemed to be accepted by each Proponent and incorporated into each Proponent’s Proposal.

4.3.17 Exclusivity of Contract

The Agreement, if any, executed with the Preferred Proponent will not be an exclusive agreement for the provision of the described Deliverables.

4.3.18 Substantial Compliance

The Purchaser shall be required to reject Proposals, which are not substantially compliant with this RFP.


4.3.19 No Publicity or Promotion

No Proponent, including the Preferred Proponent, shall make any public announcement or distribute any literature regarding this RFP or otherwise promote itself in connection with this RFP or any arrangement entered into under this RFP without the prior written approval of the

Purchaser. In the event that a Proponent, including the Preferred Proponent, makes a public statement either in the media or otherwise in breach of this requirement, in addition to any other legal remedy it may have in law, in equity or within the context of this RFP, the Purchaser shall be entitled to take all reasonable steps as may be deemed necessary by the Purchaser, including disclosing any information about a Proponent’s Proposal, to provide accurate

information and/or to rectify any false impression which may have been created. 4.4 Execution of Agreement, Notification and Debriefing

4.4.1 Selection of Proponent

Purchaser anticipates that Proponents will be selected within [Insert number (#)] days of the Proposal Submission Deadline. Notice of selection by the Purchaser to the Preferred

Proponent will be in writing by email from the RFP Coordinator.

The Preferred Proponent shall execute the Agreement in the form attached as Appendix A to this RFP and satisfy any other applicable conditions of this RFP within fifteen (15) Days of notice of selection. This provision is solely to the benefit of the Purchaser and may be waived by the Purchaser 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. The Purchaser will consider such requests for clarification in accordance with Section 4.2.1 of the RFP.

4.4.2 Failure to Enter Into Agreement

In addition to all of Purchaser’s other remedies, if the Preferred Proponent fails to execute

the Agreement or satisfy any other applicable conditions within fifteen (15) Days of notice of selection, the Purchaser may, in its sole and absolute discretion and without incurring any liability, rescind the selection of that Proponent.

4.4.3 Notification to Other Proponents of Outcome of RFP Process

Directive Mandatory Requirement # 19: Contract Award Notification – For procurements valued at $100,000 or more, BPS organizations must post, in the same manner as the procurement documents were posted, contract award notification. The notification must be posted after the agreement between the successful supplier and the BPS

organization was executed. Contract award notification must list the name of the successful supplier, agreement start and end dates, and any extension options.

Once the Suppliers(s) and Purchaser execute the Agreement, the other Proponents will be notified in writing by email of the outcome of the RFP process, including the name of the Suppliers(s), and the award of the Agreement.


4.4.4 Debriefing

Directive Mandatory Requirement #20: Supplier Debriefing - For procurements valued at $100,000 or more, BPS organizations must inform all unsuccessful suppliers about their

entitlement to a debriefing. BPS organizations must allow unsuccessful suppliers 60 calendar days following the date of the contract award notification to request a debriefing. Please note – Universities should consider providing all proponents, successful and unsuccessful, to a debriefing.

When conducting supplier debriefings, Universities must: Confirm with each supplier the date, time and location of the debriefing session in

writing. Conduct separate debriefings with each supplier.

Conduct debriefing sessions in a consistent manner. Ideally, the same participants from the Universities would participate in all debriefings related to a competitive process. If a Fairness Commissioner was used in a competitive process, the Fairness Commissioner may participate in the debriefing but must not conduct the debriefing.

Not disclose information concerning other suppliers, other than the names and addresses of suppliers who participated in the competitive process. Information about other suppliers may be confidential, commercially sensitive or proprietary information

that Universities are not authorized to disclose. Not answer questions unrelated to the competitive process. Retain all correspondence and documentation related to debriefing sessions. When conducting supplier debriefings, Universities should:

Provide a general overview of the evaluation process set out in the procurement

document. Discuss strengths and weaknesses of a supplier’s submission in relation to the specific

evaluation criteria. Where the price is not the only evaluation criterion, Universities may provide supplier’s evaluation scores and ranking (e.g., third of five).

Provide suggestions on how the supplier may improve future submissions. Be open to feedback from the supplier on existing procurement processes and practices.

Address questions and issues raised by the supplier in relation to their submission. Where a supplier threatens to take legal action, record details and notify the appropriate

authority within the University. Suppliers can request additional information regarding the competitive procurement process, which may include information provided by other suppliers, through an FOI request made to the BPS organization. Exemptions from disclosing information about other suppliers may be

available under applicable privacy laws.

Not later than sixty (60) Days following the date of posting of a contract award notification in respect of the RFP, a Proponent may contact the RFP Coordinator requesting a debriefing from the Purchaser.

Any request that is not timely received will not be considered and the Proponent will be notified in writing. The Purchaser will not disclose submission information from other Proponents.


The intent of the debriefing information session is 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.

4.4.5 Bid Dispute Resolution

Directive Mandatory Requirement #25: Bid Dispute Supplier Debriefing - Competitive procurement documents must outline bid dispute resolution procedures to ensure that any dispute is handled in an ethical, fair, reasonable, and timely fashion. Bid dispute resolution procedures must comply with bid protest or dispute resolution procedures set out in the applicable trade agreements.

In the event that a Proponent wishes to review the decision of the Purchaser in respect of any material aspect of the RFP process, and subject to having attended a debriefing, the

Proponent shall submit a protest in writing to the Purchaser within ten (10) Days from such a debriefing.

Any protest in writing that is not timely received will not be considered and the Proponent will be notified in writing. A protest in writing shall include the following: A specific identification of the provision and/or procurement procedure that is alleged to

have been breached.

A specific description of each act alleged to have breached the procurement process.

A precise statement of the relevant facts.

An identification of the issues to be resolved.

The Proponent’s arguments and supporting documentation.

The Proponent’s requested remedy.

For the purpose of a protest under this RFP, the protest procedure to be followed by the

Purchaser is described at [Insert where to find details of bid review procedure].

4.5 Prohibited Communications, Confidential Information and FIPPA

4.5.1 Confidential Information of the Purchaser

All correspondence, documentation, and information of any kind provided to any Proponent in connection with or arising out of this RFP or the acceptance of any Proposal:

Remains the property of the Purchaser and shall be removed from the Purchaser’s premises only with the prior written consent of the Purchaser.

Must be treated as confidential and shall not be disclosed except with the prior written consent of the Purchaser.

Must not be used for any purpose other than for replying to this RFP and for the

fulfillment of any related subsequent agreement.

Must be returned to the Purchaser upon request.


4.5.2 Confidential Information of the Proponent

Except as provided otherwise in this RFP, or as may be required by Applicable Laws, the Purchaser shall treat the Proponents’ Proposals and any information gathered in any related process as confidential, provided that such obligation shall not include any information that is

or becomes generally available to the public other than as a result of disclosure by the Purchaser. During any part of this RFP process, the Purchaser or any of its representatives or agents shall be under no obligation to execute a confidentiality agreement. In the event that a Proponent refuses to participate in any required stage of the RFP (such as

an oral presentation) because the Purchaser has refused to execute any such confidentiality agreement, the Proponent shall receive no points for that particular stage of the evaluation process.

4.5.3 Proponent’s Submission

All correspondence, documentation, and information provided in response to or because of

this RFP may be reproduced for the purposes of evaluating the Proponent’s Proposal. If a portion of a Proponent’s Proposal is to be held confidential, such provisions must be clearly identified in the Proposal.

4.5.4 Personal Information

Personal Information shall be treated as follows:

Submission of Information – The Proponent should not submit as part of its Proposal any

information related to the qualifications or experience of persons who will be assigned to provide services unless specifically requested. The Purchaser shall maintain the

information for a period of seven (7) years from the time of collection. Should the Purchaser request such information, the Purchaser will treat this information in accordance with the provisions of this section.

Use – Any personal information as defined in the Personal Information Protection and

Electronic Documents Act, S.C. 2005, c.5 that is requested from each Proponent by the Purchaser shall only be used to select the qualified individuals to undertake the project/services and to confirm that the work performed is consistent with these qualifications.

Consent – It is the responsibility of each Proponent to obtain the consent of such

individuals prior to providing the information to the Purchaser. The Purchaser will consider that the appropriate consents have been obtained for the disclosure to and use by the Purchaser of the requested information for the purposes described.

4.5.5 Non-Disclosure Agreement

The Purchaser reserves the right to require any Proponent to enter into a non-disclosure agreement satisfactory to the Purchaser.

4.5.6 Freedom of Information and Protection of Privacy Act

The Freedom of Information and Protection of Privacy Act (Ontario), applies to information provided by Proponents. 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 Purchaser. The confidentiality of such information will be maintained by


the Purchaser, except as otherwise required by law or by order of a court, tribunal, or the

Ontario Privacy Commissioner. By submitting a Proposal, including any Personal Information requested in this RFP,

Proponents agree to the use of such information for the evaluation process, for any audit of this procurement process, and for contract management purposes.

4.5.7 Competition Act

Under Canadian law, a Proponent’s Proposal must be prepared without conspiracy, collusion, or fraud. For more information on this topic, visit the Competition Bureau website at http://www.cb-bc.gc.ca/eic/site/cb-bc.nsf/eng/01240.html, and in particular, part VI of the

Competition Act, R.S.C. 1985, c. C-34. 4.5.8 Trade Agreements

Proponents should note that procurements coming within the scope of either Chapter 5 of the Agreement on Internal Trade or within the scope of the Trade and Cooperation Agreement between Quebec and Ontario are subject to such agreements, although the rights and

obligations of the parties shall be governed by the specific terms of this RFP. For more information, please refer to the Internal Trade Secretariat website at www.ait-aci.ca/ or to the Trade and Cooperation Agreement between Quebec and Ontario at http://www.marcan.net/assets/trade%20arrangements/Quebec-Ontario%20Trade%20and%20Cooperation%20Agreement%20English.pdf.

4.5.9 Intellectual Property

The Proponent shall not use any intellectual property of the Purchaser, including but not limited to, logos, registered trademarks, or trade names of the Purchaser, at any time without the prior written approval of the Purchaser.

Purchasers should consider IP issues at the time of drafting the RFP. Depending on the

subject matter of the RFP, different intellectual property provisions should be used. For example, in some cases there should be a transfer of intellectual property rights to the Purchaser but in others an appropriate licence to use such intellectual property would be more appropriate. Two examples are set out below. Other versions may be more appropriate.

Example 1: All Deliverables, documentation, services, and intellectual property rights of any kind derived and/or developed pursuant to this RFP shall remain the exclusive property of the Purchaser. Example 2: Subject to the terms and conditions of the Agreement, all Deliverables, documentation, services and intellectual property rights of any kind derived and/or

developed by the Supplier pursuant to this RFP shall remain the property of the Supplier.

4.6 Reserved Rights and Governing Law of the Purchaser

4.6.1 General

In addition to any other express rights or any other rights, which may be, implied in the circumstances, the Purchaser reserves the right to:

Make public the names of any or all Proponents

http://www.cb-bc.gc.ca/eic/site/cb-bc.nsf/eng/01240.html

http://www.marcan.net/assets/trade%20arrangements/Quebec-Ontario%20Trade%20and%20Cooperation%20Agreement%20English.pdf

http://www.marcan.net/assets/trade%20arrangements/Quebec-Ontario%20Trade%20and%20Cooperation%20Agreement%20English.pdf


Request written clarification or the submission of supplementary written information from any Proponent and incorporate such clarification or supplementary written information into the Proponent’s Proposal, at the Purchaser’s discretion, provided that

any clarification or submission of supplementary written information shall not be an opportunity for the Proponent to correct errors in its Proposal or to change or enhance the Proponent’s Proposal in any material manner.

Waive formalities and accept Proposals that substantially comply with the requirements

of this RFP, in the Purchaser’s sole discretion.

Verify with any Proponent or with a third party any information set out in a Proposal, as described in Section 4.3.14.

Check references other than those provided by Proponents.

Disqualify any Proponent whose Proposal contains misrepresentations or any other

inaccurate or misleading information, or any Proponent whose reasonable failure to cooperate with the Purchaser impedes the evaluation process, or whose Proposal is determined to be non-compliant with the requirements of this RFP.

Disqualify a Proposal where the Proponent has or the principals of a Proponent have

previously breached a contract with the Purchaser, or has otherwise failed to perform such contract to the reasonable satisfaction of the Purchaser, the Proponent has been

charged or convicted of an offence in respect of a contract with the Purchaser, or the Proponent reveals a Conflict of Interest or Unfair Advantage in its Proposal or a Conflict of Interest or evidence of any Unfair Advantage is brought to the attention of the Purchaser.

Disqualify any Proposal of any Proponent who has breached any Applicable Laws or who

has engaged in conduct prohibited by this RFP, including where there is any evidence

that the Proponent or any of its employees or agents colluded with any other

Proponent, its employees or agents in the preparation of the Proposal. 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.

Accept or reject a Proposal if only one (1) Proposal is submitted. Reject a subcontractor proposed by a Proponent within a consortium. Select any Proponent other than the Proponent whose Proposal reflects the lowest cost

to the Purchaser.

Cancel this RFP process at any stage and issue a new RFP for the same or similar requirements, including where

The Purchaser determines it would be in the best interest of the Purchaser not to award an Agreement

The Proposal prices exceed the bid prices received by the Purchaser for goods

acquired of a similar nature and previously done work

The Proposal prices exceed the costs the Purchaser would incur by doing the work, or most of the work, with its own resources

The Proposal prices exceed the funds available for the Goods, or


The funding for the acquisition of the proposed Goods have been revoked,

modified, or has not been approved

and where the Purchaser cancels this RFP, the Purchaser may do so without providing

reasons, and the Purchaser may thereafter issue a new request for proposals, request for qualifications, sole source, or do nothing.

Discuss with any Proponent different or additional terms to those contained in this RFP or in any Proponent’s Proposal, and

Reject any or all Proposals in its absolute discretion, including where a Proponent has

launched legal proceedings against the Purchaser or is otherwise engaged in a dispute with the Purchaser.

By submitting a Proposal, the Proponent authorizes the collection by the Purchaser of the information identified in this RFP, which the Purchaser may request from any third party.

4.6.2 Rights of the Purchaser – Preferred Proponent

In the event that the Preferred Proponent fails or refuses to execute the Agreement within [Insert number (#)] Days from being notified of its position as the Preferred Proponent, the Purchaser may, in its sole discretion:

Extend the period for concluding the Agreement, provided that if substantial progress

towards executing the Agreement is not achieved within a reasonable period of time

from such extension, the Purchaser may, in its sole discretion, terminate the discussions.

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.

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 Goods and services.

The Purchaser may also cancel this RFP in the event the Preferred Proponent fails to obtain any of the permits, licences, and approvals required pursuant to this RFP.

4.6.3 No Liability

The Proponent agrees that: Any action or proceeding relating to this RFP process shall be brought in any court of

competent jurisdiction in the Province of Ontario and for that purpose the Proponent irrevocably and unconditionally attorns and submits to the jurisdiction of that Ontario court.

It irrevocably waives any right to and shall not oppose any Ontario action or proceeding relating to this RFP process on any jurisdictional basis.

It shall not oppose the enforcement against it, in any other jurisdiction, of any

judgement or order duly obtained from an Ontario court as contemplated by this RFP.

The Proponent further agrees that if the Purchaser commits a material breach of the Purchaser’s obligations pursuant to this RFP, the Purchaser’s liability to the Proponent, and the aggregate amount of damages recoverable against the Purchaser for any matter relating to or arising from that material breach, whether based upon an action or claim in contract, warranty, equity, negligence, intended conduct, or otherwise, including any action or claim arising from the acts or omissions, negligent or otherwise, of the Purchaser, shall be no


greater than the Proposal preparation costs that the Proponent seeking damages from the

Purchaser can demonstrate. In no event shall the Purchaser be liable to the Proponent for any breach of the Purchaser’s obligations pursuant to this RFP which does not constitute a material breach thereof. The Proponent acknowledges and agrees that the provisions of the

Broader Public Sector Accountability Act, 2010 shall apply notwithstanding anything contained herein.

4.6.4 Assignment

The Proponent shall not assign any of its rights or obligations hereunder during the RFP process without the prior written consent of the Purchaser. Any act in derogation of the foregoing shall be null and void.

4.6.5 Entire RFP

This RFP and all Appendices form an integral part of this RFP.

4.6.6 Priority of Documents

In the event of any inconsistencies between the terms, conditions, and provisions of the

main part of the RFP and the Appendices, the RFP shall prevail over the Appendices during the RFP process.

4.6.7 Governing Law

The laws of Ontario and the federal laws of Canada applicable shall govern the RFP, the Proponent’s Proposal, and any resulting Agreement therein.

[End of Part 4]


APPENDIX A – FORM OF AGREEMENT

The Form of Agreement is generally not subject to any substantial post close changes or post selection negotiation with the proponent. Universities should consult with legal counsel prior to the issuing of an RFP to address any changes, which they may want to make to the Form of Agreement.

The Form of Agreement contemplates the procurement of general non-IT deliverables, as opposed to specific specialized goods or services. If the deliverables are something other than general non-IT deliverables, Universities should speak to legal counsel to ensure that the Form of Agreement has the provisions necessary to address the particular deliverable. The Form of Agreement assumes certain types of general insurance requirements.

The Form of Agreement contemplates a basic contract arrangement between the Purchaser and a

supplier, as opposed to a vendor of record arrangement with multiple vendors and/or multiple Universities of the deliverable each operating under different sub-agreements. If the contemplated arrangement will involve more than a basic two-party relationship, legal counsel should be notified as soon as possible so that the necessary changes can be made to the Form of

Agreement. The Form of Agreement contains a number of provisions, which are generally standard in government contracts. If users have questions about the effect of these provisions and whether they reflect the University’s intention, they should contact legal counsel for clarification.

Specially Drafted Agreements - It is not possible to prepare a template agreement that will suit every procurement situation. More sophisticated procurements, including those involving any type of IT or other complex deliverables will require specially drafted agreements. Legal counsel should be contacted to properly advise and to receive instructions to prepare these types of agreements. If you

think you may have specific requirements or if you are unsure, contact legal counsel. Do not assume that one of the already prepared agreements will be sufficient.

Directive Mandatory Requirement #17: Termination Clauses - All contracts must include appropriate cancellation or termination clauses. BPS organizations should seek legal advice on the development of such clauses. When conducting complex procurements, BPS organizations should consider, as appropriate, the use of contract clauses that permit cancellation or termination at critical project life-cycle stages.

Please note the Form of Agreement is posted in a separate file.

Colleges

Agreement Template

For Goods

WARNING:


DOWNLOAD THE MOST CURRENT VERSION FROM OECM’S WEBSITE PRIOR TO EVERY USE AT: www.oecm.ca




www.oecm.ca

APPENDIX A – FORM OF AGREEMENT

[INSERT AGREEMENT NAME AND NUMBER]

[GOODS]

AGREEMENT

For

[Insert AGREEMENT NAME]

Between

[INSERT NAME OF PURCHASER]

- And -

[INSERT NAME OF SUPPLIER]

As of

[#] day of [MONTH], [YEAR]

DRAFTING NOTES: ALL INPUT FIELDS HAVE BEEN FORMATTED IN BOLD AND HIGHLIGHTED. AFTER INSERTING THE RELEVANT INFORMATION, CHANGE THE FORMATTING TO ALIGN

WITH THE SURROUNDING TEXT.

REMOVE ALL INSTRUCTIONS AND ENSURE REFERENCE TO OTHER SECTIONS ARE ACCURATE BEFORE ISSUING.

[Insert Agreement Name and Number] Page 3

TABLE OF CONTENTS Article 1 Interpretation ............................................................................................................................................... 5

1.1 Definitions .................................................................................................................................................... 5 1.2 Schedules ..................................................................................................................................................... 7 1.3 Order of Precedence ..................................................................................................................................... 7 1.4 Rules of Interpretation .................................................................................................................................. 7

Article 2 Supply of Goods ........................................................................................................................................... 8

2.1 Purchase ....................................................................................................................................................... 8 2.2 Forecasts ...................................................................................................................................................... 8 2.3 Orders ........................................................................................................................................................... 8 2.4 Cancellation ................................................................................................................................................. 8 2.5 Substituted Goods ........................................................................................................................................ 8 2.6 Backorders ................................................................................................................................................... 9 2.7 Inspection ..................................................................................................................................................... 9 2.8 Shipment .................................................................................................................................................... 10 2.9 Delivery ...................................................................................................................................................... 10 2.10 Rejection ................................................................................................................................................ 11 2.11 Quality Control ...................................................................................................................................... 12 2.12 Acceptance Test ..................................................................................................................................... 12 2.13 Manuals, Bulletins, and Documentation ................................................................................................ 13 2.14 Changes to Schedules ............................................................................................................................ 14 2.15 Maintenance of Supply .......................................................................................................................... 14 2.16 Enhancements ........................................................................................................................................ 14 2.17 Authorized Third Party Logistics Provider ............................................................................................ 15

Article 3 Services ....................................................................................................................................................... 16

3.1 General ....................................................................................................................................................... 16 3.2 Training ...................................................................................................................................................... 16 3.3 Service Support/Replacement Parts ........................................................................................................... 16 3.4 Maintenance ............................................................................................................................................... 17 3.5 Response Time to Malfunctions ................................................................................................................. 18 3.6 Service Records .......................................................................................................................................... 18 3.7 Updates and Upgrades ................................................................................................................................ 18 3.8 Support ....................................................................................................................................................... 19 3.9 Supplier’s Equipment ................................................................................................................................. 20 3.10 Application of Purchaser’s Policies and Procedures and Criminal Background Checks ....................... 20 3.11 Workers’ Compensation ........................................................................................................................ 20 3.12 Workplace Safety ................................................................................................................................... 20 3.13 Reports ................................................................................................................................................... 21 3.14 Revisions to Goods ................................................................................................................................ 22 3.15 Loadsheets ............................................................................................................................................. 22 3.16 Electronic Commerce ............................................................................................................................ 22

Article 4 Prices and Payment .................................................................................................................................... 23

4.1 Purchase Price ............................................................................................................................................ 23 4.2 Invoicing .................................................................................................................................................... 24 4.3 Discount ..................................................................................................................................................... 24 4.4 Taxes .......................................................................................................................................................... 24 4.5 Delivery Costs ............................................................................................................................................ 24

Article 5 Representations, Warranties, Indemnities ............................................................................................... 25

5.1 Supplier’s Representations and Warranties ................................................................................................ 25 5.2 Limited Goods Warranty ............................................................................................................................ 26 5.3 Nature of Warranties .................................................................................................................................. 26


5.4 Conflict of Interest ..................................................................................................................................... 26 5.5 Indemnity ................................................................................................................................................... 26 5.6 Limitation of Liability ................................................................................................................................ 27 5.7 Injunction Against Continued Use of Goods ............................................................................................. 27

Article 6 Term and Termination .............................................................................................................................. 27

6.1 Term ........................................................................................................................................................... 27 6.2 Extension .................................................................................................................................................... 28 6.3 Termination by Either Party ....................................................................................................................... 28 6.4 Termination by Purchaser .......................................................................................................................... 28 6.5 No Limitation of Remedies ........................................................................................................................ 28 6.6 Survival ...................................................................................................................................................... 29

Article 7 General ........................................................................................................................................................ 29

7.1 Liability Insurance ..................................................................................................................................... 29 7.2 WHMIS ...................................................................................................................................................... 29 7.3 Alerts and Safety Notifications .................................................................................................................. 30 7.4 Government or Regulatory Actions ........................................................................................................... 30 7.5 Customs ...................................................................................................................................................... 31 7.6 Compliance with Laws ............................................................................................................................... 31 7.7 Remedies Cumulative ................................................................................................................................ 31 7.8 Force Majeure ............................................................................................................................................ 31 7.9 Alternative Dispute Resolution .................................................................................................................. 32 7.10 Notices ................................................................................................................................................... 33 7.11 Publicity ................................................................................................................................................. 34 7.12 Confidentiality ....................................................................................................................................... 34 7.13 Property of the Purchaser ....................................................................................................................... 35 7.14 Entire Agreement ................................................................................................................................... 35 7.15 Time of Essence ..................................................................................................................................... 35 7.16 Assignment and Enurement ................................................................................................................... 35 7.17 Amendment and Waivers ....................................................................................................................... 36 7.18 Independent Parties ................................................................................................................................ 36 7.19 Currency ................................................................................................................................................ 36 7.20 Legislation ............................................................................................................................................. 36 7.21 Governing Laws ..................................................................................................................................... 36

Schedule A – Goods and Prices ................................................................................................................................ 38 Schedule B – Supplier’s Proposal ............................................................................................................................. 39 Schedule C - Specifications ....................................................................................................................................... 40


GOODS SUPPLY AGREEMENT

THIS AGREEMENT (“Agreement”) is made as of [Insert date], between [Insert legal name of Purchaser], with an office at [Insert address] (the “Purchaser”) and [Insert legal name of supplier] with an office at [Insert address] (the “Supplier”).

WHEREAS the Purchaser issued a request for proposals (“RFP”) dated [Insert date] for the purchase of the Goods and related services, and the Supplier submitted a proposal dated [Insert date] offering to provide the Goods and related services to the Purchaser;

AND WHEREAS upon the completion of the evaluation process pursuant to the RFP, the Supplier was identified by the Purchaser as the preferred proponent pursuant to the RFP;

AND WHEREAS the Supplier and the Purchaser were able to agree on the terms and conditions of this Agreement;

NOW THEREFORE, for good and valuable consideration, the parties hereto agree as follows:

Article 1 Interpretation

1.1 Definitions

In this Agreement, unless the context otherwise requires, the following terms have the meanings indicated below:

(a) “Acceptance” means that the Goods meet or exceed the Specifications;

(b) “Acceptance Certificate” means a certificate signed by designated representatives of the Purchaser and the Supplier confirming that the Goods have achieved Acceptance;

(c) “Acceptance Test(s)” and “Acceptance Testing” means the process whereby the Goods are tested to verify that they meet or exceed the Specifications;

(d) “Acceptance Testing Period” means a period of 30 Days from notification that the Purchaser has to perform Acceptance Testing;

(e) “Authorized Third Party Logistics Provider” means a separate entity that supplies warehousing and distribution services to the Purchaser;

(f) “Business Day” or “Business Days” means Monday to Friday between the hours of 9:00 a.m. to 5:00 p.m., except when such a day is a public holiday, as defined in the Employment Standards Act (Ontario) or as otherwise agreed to by the parties in writing;

(g) “Canada Customs Invoice” means the Canada Border Services Agency form of customs invoice;

(h) “Days” means calendar days;

(i) “Delivery Site(s)” means [Insert location(s)];

(j) “Disapproval Notice” means a written notice of the Purchaser’s disapproval of the Goods sent by the Purchaser;

(k) “Effective Date” means the date that this Agreement is made, as first shown above;

(l) “Enhancements” means any improvement, innovation, or advance that affects the operation, safety, or efficiency of the Goods and that is generally available to the Supplier’s customers;


(m) “Event of Force Majeure” means any cause beyond the reasonable control of a party to this Agreement, including any act of God, outbreak, or epidemic of any kind, communicable and virulent disease, strike, flood, fire, embargo, boycott, act of terrorism, insurrection, war, explosion, civil disturbance, shortage of gas, fuel or electricity, interruption of transportation, governmental order, unavoidable accident, or shortage of labour or raw materials;

(n) “FIPPA” means the Freedom of Information and Protection of Privacy Act (Ontario);

(o) “Goods” means the goods described in the Schedule, and includes all supplies and operational and service documents to be delivered by the Supplier to the Purchaser described in the Supplier’s Proposal, including all parts provided during the Warranty Period, and further includes all work to be performed by Supplier necessary to deliver and install the Goods;

(p) “Governmental Authorities” means governments, regulatory authorities, governmental departments, agencies, agents, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals, or dispute settlement panels or other law, rule, or regulation-making organizations or entities having or purporting to have jurisdiction on behalf of any nation, province, territory, state, or other geographic or political subdivision thereof; or exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory, or taxing authority or power, and includes the Ministry of Education and the Ministry of Training, Colleges and Universities;

(q) “Indemnitees” means the Purchaser and its officers, directors, agents, employees, or governors;

(r) “Loadsheet” means the Excel file that identifies certain details of the Goods, including but not limited to, description of Goods, Supplier part number, unit of measure, Supplier quantity unit of measure, tiered pricing quantity, unit price, classification code, latex information, manufacturer name and manufacturer part number;

(s) “NAFTA” means the North American Free Trade Agreement;

(t) “NAFTA Certificate of Origin” means a certification information form that is based on the origin requirements in NAFTA;

(u) “OEM” means original equipment manufacturer;

(v) “Personal Information” means recorded information about an identifiable individual or that may identify an individual;

(w) “Purchase Price” means the price for the Goods set out in Schedule A – Goods and Prices;

(x) “Record”, for the purposes of the Agreement, means any recorded information in the custody or control of the Purchaser, including any Personal Information, in any form: (a) provided by the Purchaser to the Supplier, or provided by the Supplier to the Purchaser, for the purposes of the Agreement; or (b) created by the Supplier in the performance of the Agreement; and shall exclude any information specifically described in [Insert];

(y) “Release” means a release document completed by the Purchaser or an Authorized Third Party Logistics Provider on behalf of the Purchaser, which orders specific quantities of specific Goods for delivery at a named Delivery Site and time pursuant to the terms of the Agreement. The Release may take the form of a release, a purchase order, a procurement card order, an electronic order, or other writing referencing this Agreement. In the event of any conflict between the provisions of a Release and the provisions of the Agreement, the provisions of the Agreement will control;

(z) “Specifications” means the drawings and specifications for the Goods set forth in the Schedule and includes the additional requirements agreed to by the Purchaser and the Supplier;


(aa) “Supplier’s Personnel” means the Supplier’s employees, agents, representatives, and subcontractors;

(bb) “Term” means the effective period of the Agreement, from the Effective Date to the expiration, as set in Section 6.1 (Term);

(cc) “UNSPSC” means United Nations Standard Products and Services Code;

(dd) “Update” means any correction or change to the Goods made during the life of the Goods, and includes any modification, correction, or adjustment, associated with operator safety, or in response to all Alert and Safety Notifications pursuant to Section 7.3 (Alerts and Safety Notifications);

(ee) “Upgrade” means a new version of or addition to the Goods and constitutes an improvement or modification that enhances the performance of the Goods or provides a new feature or functionality; and

(ff) “Warranty Period” has the meaning ascribed in Section 5.2 (Limited Goods Warranty).

1.2 Schedules

The following Schedules are attached to and form an integral part of this Agreement:

(a) Schedule A – Goods and Prices;

(b) Schedule B – Supplier’s Proposal;

(c) Schedule C – Specifications.

[This list may require alteration or may be augmented to reflect the RFP process.]

1.3 Order of Precedence

In the event of any conflict or inconsistency in the Agreement, the following is the order of precedence of documents comprising this Agreement:

(a) Article 1 (Interpretation) to Article 7 (General) of this Agreement;

(b) the Schedules annexed to this Agreement, except for the Schedule B – Supplier’s Proposal;

(c) the RFP; and

(d) Schedule B – Supplier’s Proposal.

1.4 Rules of Interpretation

This Agreement shall be interpreted according to the following provisions, unless the context requires a different meaning:

(a) Unless the context otherwise requires, wherever used herein the plural includes the singular, the singular includes the plural, and each of the masculine and feminine includes the other gender.

(b) Words in the Agreement shall bear their natural meaning.

(c) References containing terms such as “includes” and “including”, whether or not used with the words “without limitation” or “but not limited to”, shall not be deemed limited by the specific enumeration of items but shall, in all cases, be deemed to be without limitation and construed and interpreted to mean “includes without limitation” and “including without limitation”.


(d) In construing the Agreement, general words introduced or followed by the word “other” or “including” or “in particular” shall not be given a restrictive meaning because they are followed or preceded (as the case may be) by particular examples intended to fall within the meaning of the general words.

Article 2 Supply of Goods

2.1 Purchase

Subject to the terms of this Agreement, the Purchaser hereby orders and purchases from the Supplier, and the Supplier agrees to sell and provide to the Purchaser, the Goods and related services for the Purchase Price, exclusive of all harmonized sales tax. The Purchase Price is subject to any applicable withholding taxes, and shall be payable as set forth in Article 4 (Prices and Payment).

2.2 Forecasts

The Purchaser may provide the Supplier with a usage forecast of the Goods. Such forecast is strictly for the general guidance of the Supplier and shall not be binding on the Purchaser in any way, nor shall the Purchaser have any liability in respect thereof.

2.3 Orders

The Purchaser may order, from time to time, such quantities of the Goods as it may determine. Orders shall be affected by the Purchaser sending to the Supplier, by facsimile or other form of electronic communication, a Release specifying the Goods, their quantity, and their required delivery dates and Delivery Site(s). Upon receipt of each such Release, the Supplier shall be deemed to have accepted the order specified therein upon the terms and conditions thereof and of this Agreement. The Purchaser shall not be required to order any minimum number, volume, or dollar value of any Goods or group of Goods unless otherwise agreed to in writing.

2.4 Cancellation

The Purchaser shall have the right at any time to cancel, in whole or in part, any order for Goods made pursuant to this Agreement upon prior notice to the Supplier. There shall be no penalty for cancellation of an order if the Purchaser has cancelled such order at any time prior to the shipment of such Goods.

2.5 Substituted Goods

In the event that the Supplier is unable to supply to the Purchaser a Good listed in Schedule A – Goods and Prices, the Supplier may temporarily substitute a good considered to be equivalent to the Good on the following conditions: (a) the Supplier shall give a minimum of 10 Business Days notice to the Purchaser and the Authorized Third

Party Logistics Provider where applicable, and where possible, notice shall be given within 5 Days of knowing that the contracted Good will be unavailable. The notice shall state:

(i) that the contracted Good will be unavailable;

(ii) the affected Purchaser users or departments where possible;

(iii) the proposed substitute Good;

(iv) the specifications of the substituted Good;

(v) the length of time the requested Good will be remain unavailable; and

(vi) the price for the substitute Good.


(b) the price shall be equal to or less than the price for the listed Good;

(c) the proposed substitute good is approved by the Purchaser;

(d) the substituted Good shall automatically become subject to the terms of the Agreement;

(e) the substituted Good shall be counted in any minimum quantity threshold, if any;

(f) notwithstanding Section 2.5(c) above, if for any reason the Purchaser is not satisfied with the substitute good, the Supplier, on notice, shall at its expense have the good picked up within 7 Days of the Purchaser’s notice and the amount paid for the equivalent good at the Purchaser’s option shall be refunded to the Purchaser or used as a credit against further Purchaser purchases;

(g) in the event that the proposed substitute good is deemed to be not acceptable by the Purchaser or if the Purchaser is not satisfied with the substitute good, the Purchaser can purchase an alternative good from another supplier without penalty, without affecting this Agreement until such time as the requested Good is available from the Supplier and the Supplier shall be responsible for and shall pay to the Purchaser any increase in price;

(h) the Supplier shall be responsible for and shall pay any additional costs such as training and implementation;

(i) the Supplier shall use its best efforts to restore the supply of the requested Good on an as soon as possible basis; and

(j) notwithstanding the efforts of the Supplier and the Purchaser’s willingness to co-operate and use substitutes or any other provisions in this Section 2.5 (Substituted Goods), the Purchaser reserves the right to substitute another good on an immediate basis if

(i) there is risk to any person or a situation exists that the Purchaser considers warrants such a substitution; or

(ii) the Purchaser was not able to adapt in time to the change in goods based on the notice provided.

2.6 Backorders

No Goods shall be back-ordered for more than 30 Days except with the prior consent of the Purchaser, and where any Goods are not available for shipment within that time, the Supplier shall so notify the Purchaser and the Purchaser may cancel the order for the Goods.

In the event that the Supplier back-orders Goods, causing the Purchaser to purchase equivalent goods from a third party at a higher price, the Supplier shall reimburse the Purchaser for the difference between the Purchase Price of such Goods hereunder and the amount paid by the Purchaser for such equivalent goods.

2.7 Inspection

Provided that the Purchaser complies with the confidentiality obligations set out in the Agreement, and provided that the Purchaser complies with the Supplier’s safety and site policies made known to the Purchaser, the Purchaser shall be entitled to inspect the Goods at its own cost, at a mutually agreed upon time. In addition, from time to time during the Supplier’s manufacturing, storage, and installation processes, as applicable, the Supplier shall co-operate with, and provide access to, the Purchaser for the purpose of inspecting the Goods during any Business Day on reasonable notice. The conduct or the failure to conduct any such inspection shall in no way affect or impair the Purchaser’s right to inspect or reject any Goods under Section 2.10 (Rejection) or to conduct Acceptance Tests under Section 2.12 (Acceptance Test), or to exercise any of its other rights or remedies provided in this Agreement, at law or in equity.


2.8 Shipment

The Goods shall be shipped in a manner that does not result in any charge payable by the Purchaser on delivery, and in the event of any such charge, the Supplier shall forthwith reimburse the Purchaser for such charge.

2.9 Delivery

[These instructions should be confirmed, prior to the completion of the Agreement.]

2.9.1 General

The Supplier shall deliver the Goods to the Delivery Site(s) on the date or dates specified in the Release. Provided that the Purchaser provides reasonable notice to the Supplier, the Purchaser may from time to time change delivery dates or temporarily suspend scheduled deliveries.

2.9.2 Risk and Title

All risks of damage to or loss of the Goods until the date that an Acceptance Certificate has been issued shall be assumed by the Supplier, provided that to prevent damage to or loss of the Goods, the Purchaser shall ensure that rules of good storage management are applied to accepted partial deliveries, including deliveries, if any, waiting to be returned to the Supplier. Acceptance of the delivery of the Goods, or any part thereof, shall not bind the Purchaser to accept future shipments of the Goods, if any. All risks of damage to or loss of the Goods after the date of the Acceptance Certificate shall be assumed by the Purchaser. Title to the Goods or any part thereof shall pass to the Purchaser upon the date of the Acceptance Certificate.

Where no Acceptance Test is intended to be conducted, risk and title to the Goods shall pass on delivery of the Goods to the Delivery Site(s), provided that title shall not pass (at the option of the Purchaser) in the event that the Goods do not comply with the terms and conditions of the Agreement.

2.9.3 Specified Delivery

Except in the case of an Event of Force Majeure, where a delivery date or schedule is specified in the Agreement, timely delivery shall be made in accordance with the requirements of Section 7.15 (Time of Essence), and the Supplier shall be responsible to ensure that such delivery is made and shall advise the Purchaser immediately of any anticipated delays, with the reasons for such delays.

2.9.4 Delivery Particulars

The Supplier shall notify the Purchaser of delivery particulars in advance of delivery, as may be required by the Purchaser, and without limiting the particulars required, shall provide the following information: delivery date, mode of shipment, name of shipping/courier company, courier tracking or identification number, and special instructions regarding handling, unpacking, and assembly. The Supplier shall send such information to the following address, as applicable, prior to the delivery date(s) specified, if any:

[Insert]

2.9.5 Disposal of Packaging

The Supplier shall be responsible, at its expense, for the disposal off-site of the crating and packaging of the Goods, as and when requested by the Purchaser. In the event that disposal off-site is not possible, disposal on-site shall be made through the approval of the Purchaser at the Supplier’s expense.


2.9.6 Delivery of Perishable Goods

In addition to the provisions in Section 2.9.1 (General) to Section 2.9.5 (Disposal of Packaging), in the transportation and the delivery of perishable Goods, the Supplier shall: (a) ensure that the perishable Goods, packing slip, and carrier manifest are clearly marked as perishable and

with an expiry date if applicable;

(b) use dry ice for the perishable Goods as applicable;

(c) provide the carrier with the necessary instructions for transportation;

(d) notify the Purchaser immediately upon the shipment of the perishable Goods from the Supplier’s warehouse of the following information: waybill tracking number and expected date and time of arrival at the destination;

(e) take all steps necessary to ensure that if the perishable Goods go through customs that they do so on an expedited basis, including issuing a pre-alert to the Purchaser’s customs broker and fully completing a Canada Customs Invoice or commercial invoice by using the instructions referred to below for completing the Canada Customs Invoice. The Canada Customs Invoice or commercial invoice must contain the Purchase Order number and non-generic description of the perishable Goods. A pre-alert consists of a copy of the commercial documents with tracking number forwarded via email or facsimile to the customs broker. The Canada Customs Invoice forms and instructions can be located at [Link to be inserted]. The customs broker’s contact information can be found at the web site noted above;

(f) make 3 delivery attempts to deliver all perishable Goods within a period of 24 hours from the time the perishable Goods are first available for delivery, subject to the carrier’s policy; and

(g) ensure that the perishable Goods are accepted by the receiving department responsible for the perishable Goods and request that the carrier endeavour to ensure that the perishable Goods are off-loaded from the carrier’s vehicle and kept separate from non-perishable Goods also being off-loaded to prevent co-mingling.

In the event that the perishable Goods arrive at the Purchaser in a spoiled state, as determined in the Purchaser’s sole discretion, the Supplier shall, on notice to the Purchaser,

(i) make arrangements to have the perishable Goods returned to the Supplier at no cost to the Purchaser;

(ii) reissue and replace the perishable Goods for the Purchaser within a timeframe agreeable to the Purchaser at no additional cost; and

(iii) follow the above noted process in reissuing the perishable Goods. When shipping re-issued or replacement perishable Goods, the Canada Customs documentation shall clearly indicate that the perishable Goods are a no-charge replacement and its value shall be shown.

2.10 Rejection

All Goods delivered to the Delivery Site(s) shall be subject to inspection by the Purchaser, and the Purchaser may reject any Goods that are defective or non-conforming in any material respect. The Supplier shall be responsible, at its own expense, for the removal or replacement of such rejected Goods, and the risk of damage to or loss of any Goods so rejected by the Purchaser shall remain with the Supplier, provided that the Purchaser shall ensure that rules of good storage management are applied pending the return of any Goods. For greater certainty, the conduct or failure to conduct any inspection, or the payment by the Purchaser for any Goods, shall in no way affect the


Purchaser’s right to reject defective or non-conforming Goods, or affect its right to avail itself of any other remedy to which the Purchaser may be entitled.

2.11 Quality Control

The Supplier shall conduct all quality control testing necessary to ensure quality, and shall further ensure that the Goods produced or manufactured by it complies with the requirements of this Agreement. The Supplier shall use all reasonable commercial efforts to maintain ISO certification for the manufacturing, production and distribution processes used by it for the Goods.

[The second sentence in this Section 2.11 (Quality Control) relating to ISO certification should only be included where applicable.]

2.12 Acceptance Test

[Optional – An Acceptance Test may apply depending on what is being purchased.]

2.12.1 General

Without prejudice to the Purchaser’s right to reject defective or non-conforming Goods as specified in Section 2.10 (Rejection), the Supplier shall notify the Purchaser in writing when it has completed the installation and the Goods are, in the Supplier’s opinion, operating in accordance with the Specifications. The Purchaser shall have a period of 30 Days from such notification to perform Acceptance Testing (“Acceptance Testing Period”). The Purchaser and the Supplier shall agree on the date for conducting Acceptance Testing. For the purposes of the Agreement, “Acceptance Testing” means the process whereby the Goods are tested to verify that it meets or exceeds the Specifications. During the Acceptance Testing Period, the Purchaser, with the assistance of a qualified engineer, shall perform Acceptance Testing, with the assistance of the Supplier, in accordance with the Specifications. Within two Business Days of completion of Acceptance Testing, either of the following shall occur: (a) Designated representatives of the Purchaser and the Supplier respectively shall sign a certificate

confirming that the Goods have achieved Acceptance (“Acceptance Certificate”). For the purposes of the Agreement, “Acceptance” means that the Goods meet or exceed the Specifications.

(b) The Purchaser shall send a written notice of the Purchaser’s disapproval of the Goods (“Disapproval Notice”), setting out the extent to which the Goods do not operate in accordance with the Specifications with sufficient specificity to allow the Supplier to evaluate and respond to the Purchaser’s disapproval, supported by relevant documentation and a detailed report of the reasons for the Purchaser’s disapproval.

If the Purchaser does not send a Disapproval Notice within such two Business Day period, the Purchaser shall be deemed to have signed an Acceptance Certificate. The Purchaser shall not withhold signing the Acceptance Certificate on account of minor omissions or defects in the Goods. “Minor omissions or defects” mean those that do not substantially affect the use, functionality, and/or safety of the Goods. Notwithstanding any provision to the contrary, the Purchaser shall be deemed to have accepted the Goods on the date the Purchaser first successfully uses the Goods outside the test environment in the Purchaser’s operations. 2.12.2 Procedure for Disapproval Notice

Where the Purchaser issues a Disapproval Notice, the Supplier shall have an additional 10 Days to cure the deficiencies and defects and achieve Acceptance. In the event that Acceptance is not achieved within such 10 Day period, the Purchaser may, at its option:


(a) request and have replaced by the Supplier, at no additional cost to the Purchaser, the Goods, or the components of the Goods that have been the source of the failure, in which case the Supplier shall have a reasonable period of time to replace the Goods; or

(b) terminate the Agreement and request prompt removal of the Goods from the Purchaser’s premises, at no cost to the Purchaser, and the Supplier shall provide a full refund of the money paid to date to the Purchaser within a reasonable period of time following such removal.

Upon the removal of the Goods, if applicable, the Supplier shall, unless otherwise directed by the Purchaser, return the immediate area where the Goods are located (“Goods Area”) to its original condition (as defined herein) to the Purchaser’s reasonable satisfaction, at the Supplier’s expense. For the purposes of this provision, “original condition” means the condition the Goods Area was in prior to the final preparation of the Goods Area for installation of the Goods. For greater certainty, the Supplier shall only be responsible for the direct and reasonable costs associated with the removal of the Goods and the return of the Goods Area to the original condition or as otherwise reasonably necessary to install suitable equivalent goods, and such responsibility shall be subject to the Supplier (i) being provided full control over the means in which the Goods are removed, provided that such removal is performed in accordance with the Supplier’s standard practices, and (ii) having oversight over the decisions made relating to the return of the Goods Area to the original condition.

2.12.3 Warranty and Remedies

The Supplier agrees that the warranty for the Goods shall come into effect on the date of issue of the Acceptance Certificate, or the date of first successful use where there is no Acceptance Test.

For greater certainty, the conduct of any Acceptance Test(s) shall in no way affect the Purchaser’s right to avail itself of any remedy to which the Purchaser may be entitled at law or in equity in respect of defective or non-conforming Goods.

2.12.4 Documentation

[Optional Clause]

The documentation referred to in Section 2.13 (Manuals, Bulletins, and Documentation) is considered essential and integral to the Goods and shall be delivered no later than the date of delivery of the Goods. The Purchaser may withhold commencement of any Acceptance Test(s) until it has received such documentation.

2.13 Manuals, Bulletins, and Documentation

[Optional – some of the documentation listed below may not be applicable for all procurements. Review and amend accordingly.]

(a) The following manuals/materials shall be provided at no charge to the Purchaser and shipped with the Goods, unless otherwise specified in this Agreement:

(i) 1 complete set of operator/user manuals, including software manuals as applicable and any other printed or electronic media available for user education (e.g. videos, CD-ROMS, etc.);

(ii) 1 complete set of service manuals including but not limited to, electrical/mechanical/pneumatic schematics manuals, parts lists, pricing lists or schedules, software manuals, troubleshooting guides, training, health and safety manuals, as applicable;

(iii) a list of any installation and/or special test tools and/or components and/or preventative maintenance kits requirements for the proper use and maintenance of the Goods, replacement parts, and the current parts costs. The Purchaser shall be notified of such requirements before the Goods are shipped;


(iv) schematics, drawings, blueprints, and data sheets;

(v) all service documentation for diagnostic software; and

(vi) 2 copies of as-built drawings at the end of construction in electronic form suitable to the Purchaser.

(b) The Supplier shall, on a timely basis, forward to the Purchaser:

(c) any service bulletins, user bulletins, or similar type of or related bulletin including, but not limited to, on-line technical resources that relate to the Goods; and

(i) updates to the manuals/materials referred to in this provision;

provided that the Goods are still being used or the Purchaser still requires the Goods, at no additional cost to the Purchaser.

The materials mentioned in Section 2.13(a) and Section 2.13(c) will be provided upon completion of the training of a designated and qualified person affiliated with or retained by the Purchaser by a Supplier certified technician.

The Supplier shall complete, on the Purchaser’s behalf and at no additional charge to the Purchaser, all documentation required for regulatory approval, if applicable.

2.14 Changes to Schedules

The Purchaser shall be entitled to make changes to the schedules at any time provided that where any such change results in an increase or decrease in the cost or time required for the delivery of the Goods or performance of any requirement of this Agreement, an equitable adjustment shall be made to the Purchase Price as applicable or to the delivery date, or to both. In the event of a change to any schedule, the Agreement shall be amended accordingly, in writing.

2.15 Maintenance of Supply

Subject to the terms of this Agreement, the Supplier shall supply the Goods to the Purchaser for the Term. If the Supplier anticipates any change in production that would affect the supply of the Goods, the Supplier shall provide at least 180 Days notice to the Purchaser before implementing any change.

2.16 Enhancements

[Note: These are optional provisions. The Purchaser shall determine if it wants to include any of them. Please refer back to what is in RFP on this subject.]

[Option 1]

The parties acknowledge that during the Term and, whether by reason of innovation or changes in practices or standards or technology or otherwise, some of the Goods may no longer be required by the Purchaser, the Specifications for some of the Goods may change, and both the Supplier and third parties may develop new goods with additional or superior features or functions which the Purchaser may wish to purchase. The parties shall regularly communicate with each other regarding such Enhancements and shall discuss with the other in good faith the possibility of adding such Enhancements and their pricing to Schedule A – Goods and Prices or changing the Specifications in each case in accordance with the provisions of Section 2.14 (Change to Schedule). In the event that, after such discussions, a new good is not added to Schedule A – Goods and Prices, for any reason whatsoever, including, without limitation, the failure of the Supplier to produce such new goods or failure of the parties to agree on pricing, delivery, features or functionality, the Purchaser reserves the right to enter into


agreements to purchase such new goods from third party suppliers without penalty notwithstanding that such goods may be similar to or competitive with or improved versions of the Goods. OR

[OR Option 2 – includes the following three sections]

2.16.1 General

In the event that Enhancements are introduced by the Supplier or that the Purchaser becomes aware of Enhancements during the Term by another supplier that the Purchaser is interested in using in place of a Good or in connection with the Goods supplied under this Agreement, the Purchaser shall: (a) be entitled to evaluate any Enhancement at any time during the Term [Include as applicable,

notwithstanding any exclusivity provisions in the Agreement];

(b) provide 90 Days’ notice that the Purchaser is interested in using another good in place of a Good or in connection with the Goods and information about the Enhancements;

(c) provide the Supplier the opportunity to supply, within the 90 Day notice period and thereafter during the Term, the Enhancements or comparable goods, at the Purchaser’s option, in lieu of or in addition to a Good, at a price satisfactory to the Purchaser and all other terms and conditions of this Agreement shall remain the same unless mutually agreed to in writing by the parties; and

(d) be afforded a reasonable opportunity to test and evaluate the Enhancements proposed by the Supplier.

2.16.2 Failure to Provide

In the event the Supplier is unable or unwilling to provide the Enhancements within the 90 Day notice period in accordance with Section 2.16.1 (General), the Purchaser, at its sole discretion and without liability or penalty: (a) may terminate this Agreement effective at the end of the 90 Day period;

(b) may modify this Agreement, with the assistance of the Supplier, by deleting a Good from the list of Goods being supplied that the Enhancements shall be replacing and continue to purchase from the Supplier under the terms and conditions of the modified Agreement; and

(c) shall be relieved of any obligation to meet any stated volumes in this Agreement.

2.16.3 Suitability of Enhancements

In the event there is any dispute as to the suitability, in any respect, of the good that the Supplier proposes that the Purchaser use to replace a Good or to use in connection with the Goods, the decision of the Purchaser shall govern.

2.17 Authorized Third Party Logistics Provider

[Use as applicable and amend the agreement accordingly]

The Authorized Third Party Logistics Provider performs a critical role in the efficient supply chain management of the Goods and supplies warehousing and distribution services to the Purchaser. As such, the Authorized Third Party Logistics Provider may provide a significant portion of the Releases to the Supplier for the provisioning of the Goods to the Purchaser. To facilitate such a role the Supplier agrees: (a) to provide to the Authorized Third Party Logistics Provider information with respect to any obligations

under this Agreement that may be requested by the Authorized Third Party Logistics Provider for the


efficient supply chain management of the Goods, including but not limited to the Goods, pricing, payment, and delivery;

(b) that when the Authorized Third Party Logistics Provider issues a Release under this Agreement on behalf of the Purchaser, the Supplier shall provide to the Authorized Third Party Logistics Provider the pricing and other terms and conditions for the Goods afforded under this Agreement; and

(c) to work with the Authorized Third Party Logistics Provider to streamline and maximize efficiency of the warehouse replenishment Release process. As warehousing and distribution services provided may involve other Purchaser customers, actions that may be required of the Supplier related to this could include but are not limited to harmonized acquisition costs, weighted average customer acquisition costs, or the provision of an Authorized Third Party Logistics unique customer number.

Article 3 Services

3.1 General

All services to be performed by the Supplier under this Agreement shall be performed by the Supplier in a good and workmanlike manner. The Supplier shall only employ and retain competent workers, fit and skilled in the work assigned to them, who shall function under the direction and control of the Supplier. The Supplier shall be responsible to the Purchaser for the acts and omissions of the Supplier’s Personnel.

3.2 Training

3.2.1 General

The Supplier shall provide to the Purchaser the training specified in [Insert name of appropriate Schedule]. Training may be provided directly by the Supplier’s Personnel and/or any third party retained by the Supplier to provide such training, provided that applicable obligations of confidentiality are passed on to such third party. The Purchaser may choose to record all training sessions, provided that such recorded sessions shall be used solely by the Purchaser to train its own personnel. The cost of all of the training, including travel and accommodation for the Purchaser’s personnel to attend such training course(s) at the Supplier’s facilities, if necessary, shall be borne by the Supplier. The Purchaser may request different types of training to be provided to different individuals, at no additional charge to the Purchaser.

3.2.2 Subsequent Training

[Optional Clause]

After the training has been completed, the Purchaser reserves the right to request, at the Purchaser’s expense, the following:

(a) additional follow-up training as reasonably required; and

(b) technical and consultative support. Such support shall include, but shall not be limited to, support for and assistance with the resolution of any problem or difficulty with the operations of the Goods.

3.3 Service Support/Replacement Parts

[The provisions that follow under Articles 3.3 (Service Support/Replacement Parts) to 3.8 (Support) are optional. Ensure they align with the RFP.]

3.3.1 Availability

The Supplier shall:


(a) ensure that full service support and parts are available for a period of 7 years following the last date of production of the Goods and its accessories;

(b) provide full access to telephone technical support, at no charge to the Purchaser, provided that the Goods remain in use by the Purchaser; and

(c) without limiting the generality of Section 3.3.1 (a), provide the Purchaser with a 1 year written notification prior to the Goods parts no longer being available, and failing such notification, the Supplier shall provide the Purchaser sufficient notice to ensure that the Purchaser may purchase the parts that are no longer available.

3.3.2 Delivery

The Supplier shall deliver satisfactory new replacement parts within [Insert] Days from the time of order placement, or if requested by the Purchaser, the Supplier shall deliver rush-order replacement parts within [Insert] Days. All replacement parts must be OEM specified or as otherwise agreed to in writing and documentation to that effect shall be provided to the Purchaser when the parts are delivered or within 30 Days of delivery.

3.3.3 Costs

The Supplier shall supply and deliver spare parts to the Purchaser, at the Supplier’s own expense, where the Purchaser makes a request for such spare parts within the Warranty Period.

The cost of parts and preventive maintenance kits outside the Warranty Period shall remain fixed for a period of [Insert] years from the expiry of the Warranty Period, at the price set at the Effective Date. Thereafter, yearly increases for replacement parts and preventive maintenance kits shall not exceed the yearly increase in the cost of living, as established by the published Canadian Consumer Price Index. The cost of any part and labour outside the Warranty Period shall be invoiced through a new purchase order.

3.3.4 Third Party Spare Parts

Notwithstanding the foregoing, the Purchaser shall be entitled to use for, or attach spare parts to, the Goods, which spare parts have not been obtained from the Supplier, but have been declared interoperable or acceptable by the Supplier. The use or attachment of such spare parts shall not invalidate the warranties set out in Section 5.1 (Supplier’s Representations and Warranties) and Section 5.2 (Limited Goods Warranty), or any other warranty provided by the Supplier.

3.3.5 Alternative Arrangements and Obligations

The Supplier shall specify alternative arrangements available to minimize the downtime of the Goods. Delivery of any spare parts pursuant to this Agreement shall not relieve the Supplier of its obligation to repair and/or replace any defective Goods pursuant to Section 5.2 (Limited Goods Warranty).

3.4 Maintenance

3.4.1 Preventive Maintenance Schedule

Within 30 Days from the Effective Date, the parties shall agree on the details of the schedule for preventive maintenance services to be provided by the Supplier during the Warranty Period and any service contract that includes preventive maintenance.

3.4.2 Preventive Maintenance Post-Warranty

The parties shall agree on the timing to perform a complete evaluation of the preventive maintenance 30 Days before the end of the Warranty Period.


[Choose 1 of the following options]

The Supplier shall provide an optional 3 year service contract effective from the expiry of the Warranty Period or from the expiry of any warranty extensions, whichever occurs later, provided that the terms of the services provided shall be equivalent to the current service provisions.

[OR]

After the expiry of the Warranty Period, the Purchaser may, at its option, subscribe to the extended service plan, if any, offered by the Supplier, or if no such plan is offered by the Supplier, the Supplier shall, in good faith and upon request by the Purchaser, discuss with the Purchaser the establishment of a service agreement between the Purchaser and the Supplier for the provision of further support (including repair and/or replacement of the Goods and the provision of spare parts) for the Goods for such period of time as the parties may agree upon. The terms of any such extended service plan or agreement shall be commercially reasonable.

3.5 Response Time to Malfunctions

At any time when the Purchaser is using the Goods, the Supplier’s response to malfunctions shall be within [Insert] hours by telephone and within [Insert] hours on-site if the malfunction cannot be resolved over the telephone. In the event that a malfunction cannot be resolved within 24 hours of the initial telephone call, a working system of equal or superior performance, satisfactory to the Purchaser, shall be provided immediately or made available within 48 hours of the initial telephone call, at no charge to the Purchaser. During the Warranty Period, no charge shall be imposed by the Supplier for the services described in this provision.

[OR – Use the following option when it is not feasible for the Supplier to provide loaner goods.]

At any time when the Purchaser is using the Goods, the Supplier’s response to malfunctions shall be within [Insert] hours by telephone and within [Insert] hours shipped to the Supplier’s service location if the malfunction cannot be resolved over the telephone. During the Warranty Period, no charge shall be imposed by the Supplier for the services described in this provision.

3.6 Service Records

The Supplier shall submit to the Purchaser a detailed service report for any service work performed on the Goods. Such service report shall include the problem(s) identified, parts serviced or replaced, materials used, and any costs associated with the service. The labour and parts costs shall be itemized separately. The Supplier shall notify the Purchaser of any service visits made on-site.

3.7 Updates and Upgrades

3.7.1 Updates

An “Update” means any correction or change to the Goods made during the life of the Goods, and includes any modification, correction, or adjustment, associated with user or operator safety, or in response to all Alert and Safety Notifications pursuant to Section 7.3 (Alerts and Safety Notifications). Any additional hardware required due to an Update shall be provided by the Supplier, at no charge to the Purchaser. During the Term, Updates shall be provided at no cost to the Purchaser, including delivery and installation. Any training associated with any Update shall be provided at no charge to the Purchaser.

3.7.2 Upgrades

An “Upgrade” means a new version of or addition to the Goods and constitutes an improvement or modification that enhances the performance of the Goods or provides a new feature or functionality. Upgrades shall be chargeable and shall be made available to the Purchaser, regardless of the conditions of service selected by the Purchaser during


the post Warranty Period. The Supplier shall notify the Purchaser in writing of any Upgrade as soon as it becomes available. Any training associated with any acquired Upgrade shall be provided at no charge to the Purchaser.

3.8 Support

[3.8.1, 3.8.2, and 3.8.3 are optional provisions which will not likely apply in most cases. Purchasers should consider whether they wish to include 3.8.4.]

3.8.1 Diagnostic Software

During the Warranty Period or during the extended service period, the Supplier shall provide to the Purchaser all diagnostic software available to maintain, troubleshoot, and support the Goods. Such diagnostic software shall be identical to that used by the Supplier’s service representatives.

3.8.2 Special Tools

The Supplier shall, at no cost to the Purchaser:

(a) supply any special tools, jigs, or phantoms necessary for the testing or servicing of the Goods, including computer(s), software (including but not limited to the calibration software), and/or computer interfaces; and

(b) upgrade the items referred to in this Section 3.8.2 (Special Tools) as new releases become available.

3.8.3 Preventive Maintenance Kits

[Optional – Depending if PMKs are required.]

The Supplier shall provide:

(a) an itemized list of all of the components that make up a preventive maintenance kit;

(b) a detailed procedure describing how to install a preventive maintenance kit, as well as a description of any other procedures that need to be completed at the time of the preventive maintenance kit installation; and

(c) pricing on replacement preventive maintenance kits.

3.8.4 Third Party Services

The Supplier shall supply the Purchaser with any and all information to allow the Purchaser to service the Goods or have a third party service provider perform such service post-warranty, as the Purchaser may determine. The Supplier shall supply all service reports and service passwords allowing the Purchaser full access to any diagnostics included with the Goods and any other services required. The Supplier shall also respond to any enquiries placed by the Purchaser in association with the service work performed by the Supplier.

Where reasonably requested by the Supplier, the Purchaser shall sign a non-disclosure agreement with respect to such information, which the Purchaser shall provide to the Supplier with all appropriate authorizations. The non-disclosure agreement shall be in a form acceptable to each of the Supplier and the Purchaser acting reasonably.


3.9 Supplier’s Equipment

3.9.1 General

The Supplier shall supply all of its own equipment to meet its obligations under this Agreement, except as otherwise specified in this Agreement.

3.9.2 Installation

Written authorization must be received prior to the installation or attachment of any of the Supplier’s or the Supplier’s Personnel’s equipment, software, or devices on or to equipment, software, or communications networks owned or leased by the Purchaser. In the event of any problem created by any such installation or attachment as referred to in this Section 3.9 (Supplier’s Equipment), the Supplier shall be solely responsible for all repairs and services to correct such problem.

3.10 Application of Purchaser’s Policies and Procedures and Criminal Background Checks

All policies and procedures applicable to the employees of the Purchaser regarding their conduct in connection with the business and affairs of the Purchaser shall, insofar as the same shall be required by the Purchaser, be applicable to the Supplier and the Supplier’s Personnel while on the Purchaser’s premises. It is the responsibility of the Supplier’s Personnel to familiarize themselves with all such policies and procedures, which the Purchaser shall provide to the Supplier prior to, or at the time of execution of the Agreement.

In the event that any of the Supplier’s Personnel fails or refuses to abide by such policies and procedures, such Personnel shall be removed by the Supplier from performing any services for the Purchaser. In the event of such removal, no liability of any kind or nature whatsoever shall attach to the Purchaser. The Purchaser may also disallow admittance to any of the Supplier’s Personnel to the Purchaser’s premises where such Personnel fails or refuses to abide by the applicable policies and procedures.

The Supplier shall comply with any purchasing policies of the Purchaser, including without limitation, policies relating to accessibility standards, which may apply to the provision of Goods pursuant to this Agreement. The Purchaser’s purchasing policies which apply are set out in Schedule C – Specifications.

If requested by the Purchaser, the Supplier shall, based on the Purchaser’s internal hiring policies, provide a criminal background or security check of the Supplier’s Personnel. The Purchaser may disallow admittance to any of the Supplier’s Personnel to the Purchaser’s premises where such person does not meet the Purchaser’s security requirements.

3.11 Workers’ Compensation

The Supplier shall make all payments required under the Workplace Safety and Insurance Act (Ontario), and under similar legislation in other jurisdictions, and shall indemnify and hold harmless the Indemnitees from any failure to comply. The Supplier shall provide the Purchaser with a certificate that the Supplier is in good standing under the relevant workers’ compensation legislation from time to time on reasonable request therefor.

3.12 Workplace Safety

The Supplier shall:

(a) maintain a safe workplace or work site in accordance with safe work practices and housekeeping;

(b) comply with the Occupational Health and Safety Act (Ontario) and all of its regulations pertaining to the type of work being performed;


(c) have actual knowledge of, and comply with the Purchaser’s safety policies and appropriate safe work procedures;

(d) provide the necessary protective equipment, devices, or related safety item(s) as required by the Occupational Health and Safety Act (Ontario) and all of its regulations, as well as the Purchaser’s safety policies, and ensure that such equipment, devices, and items are used in the performance of the requirements of the Agreement;

(e) if requested, provide the Purchaser with a copy of the Supplier’s written health and safety policy as required by the Occupational Health and Safety Act (Ontario); and

(f) where applicable, provide product performance information relating to anti-microbial effectiveness, to be documented for the review and approval of the Purchaser.

3.13 Reports

3.13.1 Monthly Reports

The Supplier shall submit to the Purchaser, on a monthly basis and in a format satisfactory to the Purchaser, a written report by the 15th day of the following month containing the following information:

(a) date of the report;

(b) total volume per line item;

(c) total dollar per line item;

(d) back order;

(e) length of backorder; and

(f) a list of all Goods identified in the Agreement ordered by the Purchaser and the quantity ordered.

[List any other items that you need in a monthly report.]

3.13.2 Quarterly Reports

The Supplier shall, on a quarterly basis, submit to the Purchaser, in a mutually agreeable format, a written report containing the following information:

(a) a list of all new goods that have been ordered by the Purchaser and supplied by the Supplier setting out the quantity ordered and the price charged; and

(b) a copy of all documentation provided to the Purchaser by the Supplier with respect to the new goods.

3.13.3 Clarification

Upon request, the Supplier shall provide clarification on or additional information from the Supplier with respect to the report information.

3.13.4 Final Report

Promptly upon expiry of the Term or termination of this Agreement, the Supplier shall provide a final report to the Purchaser setting out:


(a) the quantity of Goods ordered;

(b) the quantity of Goods delivered;

(c) the prices applicable to all such Goods during the period since the date of the last report to the date of the final delivery of the Goods; and

(d) such other information relating to the Goods or this Agreement as the Purchaser may reasonably request.

3.14 Revisions to Goods

[The following provisions are optional, and apply to longer-term, supply arrangements.]

3.14.1 General

In the event that any new good has been ordered by the Purchaser and supplied by the Supplier, the Supplier shall, within 3 weeks from the anniversary date of the Effective Date, prepare and deliver a revised Schedule A – Goods and Prices, for the Purchaser to review. Such schedule will contain the following information:

(a) date;

(b) complete Goods listing, separately identifying all new goods since the prior update of the Schedule A – Goods and Prices; and

(c) prices of all the Goods including the new goods.

3.14.2 Finalization

The Purchaser shall review the revised Schedule A – Goods and Prices and inform the Supplier if any changes are required. The Supplier shall use its best efforts to ensure that any changes are made within 2 weeks of a request by the Purchaser. If the revised Schedule A – Goods and Prices is satisfactory, the parties shall sign the revised Schedule A – Goods and Prices and it shall replace the current Schedule A – Goods and Prices and become the Schedule A – Goods and Prices to the Agreement. The process set out in Section 3.14.1 (General) and 3.14.2 (Finalization) shall be repeated as applicable.

3.15 Loadsheets

[Optional]

The Supplier shall provide accurate and complete Loadsheets to the Purchaser as required by the Purchaser, including but not limited to, the unit of measure and identification of [Insert] commitments. The Supplier is responsible for collecting information for the loadsheets from other sources as required. The Supplier shall provide the Loadsheets in a timely manner but no later than 5 Business Days prior to the actual date of the change.

3.16 Electronic Commerce

[Purchasers should determine what electronic data exchange is required (as set out in RFP) and tailor this section accordingly]

[Optional – Use either the following three sections. ]

3.16.1 Electronic Commerce Capability

The Supplier confirms that it is able, or will obtain the capability within [Specify number] months of the date of this Agreement, to communicate and process transactions electronically via the [Insert name] network. The


Purchaser is able to process the following electronic commerce transaction types: purchase orders (EDI 850), purchase order acknowledgements (EDI 855), electronic invoices (EDI 810), and remittance advice/payment notifications (EDI 820). The Purchaser also has an electronic funds transfer program for which the Supplier may apply.

3.16.2 Facilitation of Electronic Commerce

In an effort to facilitate and promote electronic commerce the Supplier shall: (a) adopt comprehensive and consistent numbering and naming conventions for the description of the Goods

and will utilize these numbering and naming conventions in loading their items to the [Insert name] catalogue; and

(b) ensure that these numbering and naming conventions are reflected consistently on its Purchaser packaging, packing slips, and invoices.

3.16.3 Cataloguing Goods

Each Supplier, when communicating and processing electronic transactions, shall: (a) display its complete catalogue of Goods, covered by this Agreement, in the [Insert name] catalogue and

will update their items in the [Insert name] catalogue as frequently as is needed to maintain accurate and reliable data, but no less than once per month; and

(b) classify its goods using UNSPSC standard coding and include this information in its catalogues.

[OR – Include the following two sections in place of the previous three sections.]

3.16.4 Electronic Commerce Capability

The Supplier has the capability, or will obtain the capability within [Specify number] months of the date of this Agreement, to communicate and process transactions electronically. The Purchaser has the capability to process the following electronic commerce transaction types: purchase orders (EDI 850), purchase order acknowledgements (EDI 855), advance shipment notifications (EDI 856), electronic invoices (EDI 810), and remittance advice/payment notifications (EDI 820). The Purchaser also has an electronic funds transfer program for which the Supplier may apply.

3.16.5 Cataloguing Goods

Each Supplier shall classify its Goods using UNSPSC standard coding and include this information in its catalogues.

Article 4 Prices and Payment

4.1 Purchase Price

Subject to the holdback provisions of the Construction Lien Act (Ontario) if applicable, to any adjustment pursuant to Section 2.14 (Changes to Schedules) [Optional – and Section 4.3 (Discount)], the Purchase Price for the Goods and any related services shall be as set out in Schedule A – Goods and Prices, which shall be payable by the Purchaser to the Supplier, as follows:

(a) [Insert] percent upon execution of this Agreement by both parties to this Agreement;

(b) [Insert] percent upon delivery of all of the Goods to the Delivery Site(s);


(c) [Insert] percent upon the issuance of the Acceptance Certificate; and

(d) [Insert] percent [Insert] months after the date of issuance of the Acceptance Certificate.

[OR – In appropriate circumstances, such as where there are no milestone payments, the following can be used in place of the above for this section.]

Subject to any adjustment pursuant to Section 2.14 (Changes to Schedules) [Optional – and Section 4.3 (Discount)], the Purchase Price for the Goods and any related services shall be as set out in Schedule A – Goods and Prices.

4.2 Invoicing

The Supplier shall submit invoices to the Purchaser for payment in accordance with Section 4.1 (Purchase Price). No additional or contrary term or condition, which may be contained in the Supplier’s invoice, shall have any application to this Agreement. Invoices shall reference this Agreement number and shall contain a brief, point form narrative relating to the amounts set out in it.

The Purchaser’s payment term shall be net [Insert] Days. [Specify: 30 Days or 60 Days or as applicable.] The time period specified for payment of invoices, or for accepting any offered discounts for early payment, shall commence only from the date that correct invoices are provided to the Purchaser.

4.3 Discount

[Optional]

The Purchaser may deduct from the gross amount owing under an invoice, a discount equal to [Insert the appropriate percentage %] of such amount if the Supplier receives payment from the Purchaser of the net amount owing under such invoice within [Insert the appropriate Days] Days after receipt by the Purchaser of such invoice.

4.4 Taxes

As the Purchase Price is exclusive of all harmonized and local sales taxes, if any, each shall be clearly set out on the Supplier’s invoice and paid by the Purchaser unless it provides evidence of exemption therefrom.

4.5 Delivery Costs

The Purchase Price is inclusive of all costs related to the delivery of the Goods to the Delivery Site(s) including, without limitation, all packing, boxing, cartage, freight, and insurance, brokerage, and all taxes, fees, and duties related thereto, except any applicable harmonized sales tax.

4.6 Most Favoured Customer Pricing [This is an optional provision and Purchasers should carefully consider whether they wish to include it, or any provision to a similar effect, in this Agreement. If they do, the RFP should also refer to it.]

The Supplier represents and warrants that, as of the Effective Date, the Purchase Price, as well as all terms, warranties and benefits granted to the Purchaser under this Agreement are, and shall remain during the Term, comparable to or more favourable than the equivalent prices, terms, warranties and benefits offered by the Supplier and its affiliates and associates to any of its or their other customers purchasing substantially similar Goods in substantially similar volumes in Ontario.

The Supplier agrees that where the Purchaser provides evidence that the Supplier is in breach of its obligation to provide most favoured customer pricing to the Purchaser, it shall adjust the applicable terms of the Agreement retroactively to the date of the breach to comply with such obligation.


Article 5 Representations, Warranties, Indemnities

5.1 Supplier’s Representations and Warranties

[Use and add as applicable]

The Supplier represents and warrants to the Purchaser and acknowledges that the Purchaser is relying thereon, as follows:

(a) all Goods shall be new and unused, unless agreed to in writing by the parties;

(b) [Use the following as applicable: “subject to the provisions of this Section 5.1 (Supplier’s Representations and Warranties), at the time of installation”] all Goods shall have received all required approvals of, and shall comply with, all applicable standards and requirements referred to in the Specifications or required by law, including, but not limited to, the applicable approvals, standards or requirements referred to in this Section 5.1 (Supplier’s Representations and Warranties), referred to in the documentation shipped with or provided for use with the Goods and those required by applicable Governmental Authorities;

(c) [Use the following as applicable: “at the time of installation”] all electrical Goods shall be authorized or approved in accordance with the Ontario Electrical Safety Code, current as at the date of this Agreement, by a Certification Organization, accredited with the Standards Council of Canada Act (Canada), and shall bear the Certification Organization’s mark which identifies goods certified for use in Canada. Certification shall be to the standard that is appropriate for the intended use of the Goods at the Purchaser’s facilities;

(d) the Supplier shall provide documented evidence that the Goods meet the applicable standards or has the applicable licenses referred to in this Section 5.1 (Supplier’s Representations and Warranties), the Specifications or by law;

(e) on completion of the installation of the Goods at the Delivery Site(s), there shall be no liens outstanding in regard to such Goods or installation;

(f) the Supplier has full power and legal right to enter into the Agreement and to fulfill all of its obligations hereunder, and title to all of the Goods shall pass to the Purchaser in accordance with the terms set out in the Agreement free and clear of all liens, claims, and encumbrances whatsoever;

(g) the Supplier is not aware of any proceeding in progress or pending or threatened against, related to or affecting the Supplier which might be expected to have a materially adverse effect on the Goods or impact the Supplier’s ability to meet its obligations under this Agreement;

(h) all representations, warranties, confirmations, and statements set out in the Supplier’s proposal/quotation and in this Agreement shall remain accurate in their entirety during the Term;

(i) the Supplier recognizes that the Purchaser is working towards minimizing user and Purchaser personnel exposure to latex to reduce adverse reactions and to promote a latex safe environment and in that regard the Supplier shall provide the Purchaser with the following information, whether:

(ii) the Goods contain any latex; and

(iii) the packaging of the Goods contains any latex; and

(i) the Supplier has disclosed whether mercury exists in the Goods.


5.2 Limited Goods Warranty

[In each case, Purchasers should consider this provision and amend it to reflect the realities of the marketplace. Suppliers of some goods are reluctant to give general warranties (see 5.2(b)) and Purchasers may be satisfied with the protection given by other parts of this section 5.2.]

The Supplier represents and warrants to the Purchaser and acknowledges that the Purchaser is relying thereon, as follows:

(a) on delivery, [Choose from: “and for a period of [to be inserted] months following the acceptance of the Goods by the Purchaser pursuant to Sections 2.9 (Delivery) and 2.10 (Rejection)” OR, where any Acceptance Test(s) is conducted: “and for a period of [to be inserted] months following the date that the Purchaser notifies the Supplier in writing that the Goods have been accepted as specified in Section 2.12 (Acceptance Test)”], the Goods shall conform to the applicable Specifications, samples and descriptions approved by the Purchaser and shall be in good operating condition and free of defects in design, workmanship, and material and shall operate in accordance with the published performance specifications for such Goods as contained in the Supplier’s product manuals delivered with such Goods; and

(b) the Goods will operate in compliance with the Specifications and will be of merchantable quality and fit for its intended purpose(s) and for those purpose(s) made known to the Supplier.

In the event that the Goods fail to perform in accordance with this limited product warranty, without limiting any other right under this Agreement or in law, the Supplier shall promptly repair or replace, at the Supplier’s option, the Goods or any part thereof.

5.3 Nature of Warranties

The representations and warranties contained in Section 5.1 (Supplier’s Representations and Warranties) and Section 5.2 (Limited Goods Warranty) are in addition to any other warranties or service guarantees given by the Supplier to the Purchaser or implied by law, are separate and discrete from any other warranties specified in the Agreement or the Goods’ warranty documentation, and are not subject to any disclaimer of warranty or exclusive remedy or limitation of liability, which may be specified in the Goods’ warranty documentation and shipping documents used by the Supplier, the Agreement or any document incorporated into the Agreement by reference. [Note: Some Suppliers may not agree to the concept of warranties “implied by law”. Purchasers should determine if this can be deleted in view of protection given by other provision of section 5.2.]

5.4 Conflict of Interest

The Supplier represents and warrants that, to the best of its knowledge, neither the Purchaser, nor any of its respective personnel, or affiliated organizations has any significant influence in the Supplier or any of its associates or affiliates, or will receive any direct or indirect proceeds from the Agreement other than as expressly stated in the Agreement.

5.5 Indemnity

The Supplier shall indemnify and keep the Indemnitees fully indemnified against any action, claim, demand, cost, charge, loss, and expense (whether or not well-founded) arising out of or related to:

(a) claims for bodily injury, including death, or loss or damage to tangible property where and to the extent that such bodily injury, death or damage to property is attributable to the acts or omissions of the Supplier or the Supplier’s Personnel;

(b) any breach or alleged breach by the Supplier of any of its obligations, warranties or representations in the Agreement; and


(c) any claim that the operation or use of any Goods, or any part thereof, infringes any third party’s copyright, trade secret, patent or any other intellectual property right, or violates any obligation of confidentiality owed by the Supplier.

The Supplier shall indemnify and hold the Indemnitees harmless against all such actions, claims, demands, costs, charges, losses, and expenses with respect to all resulting costs, liabilities, and damages, including legal costs on a substantial indemnity basis (“Losses”), except to the extent that such Losses were not caused by the Supplier, provided that the Purchaser notifies the Supplier as soon as is reasonably practicable in the circumstances of any action, claim, or demand in respect of which this indemnity may apply and of which the Purchaser has knowledge. The Indemnitees shall permit the Supplier at its sole cost and expense to conduct all negotiations and litigation and shall give the Supplier all reasonable assistance in relation thereto. No such claim or action shall be settled or compromised by either party without the other’s prior written consent.

5.6 Limitation of Liability

Subject to Section 5.5 (Indemnity) and Section 7.12 (Confidentiality), the Supplier shall assume no liability for special, indirect, incidental or consequential damages, including, but not limited to, lost profits, lost business revenue, failure to realize expected savings, other commercial or economic losses of any kind, or for any claim against Purchaser. [Consider whether the type of damages to be protected against in the particular procurement could be considered an ‘indirect’ damage. Since there is often some doubt in this area, it is highly advisable to describe expressly in Section 5.5 (Indemnity), above, what is intended to be covered. That way, it will be treated as ‘direct’ damages.]

5.7 Injunction Against Continued Use of Goods

In the event that an injunction or order is obtained against the Purchaser’s use of any Goods or if, in the Supplier’s opinion, any Goods are likely to become the subject of a claim of infringement or violation of any intellectual property right (including, but not limited to, patent, copyright, trade secret, trade name, trade-mark or a proprietary right of a third party), the Supplier shall, at its expense:

(a) procure for the Purchaser the right to continue using the affected Goods; or

(b) modify or replace the affected Goods so that such Goods become non-infringing, but only if the modification or replacement does not materially affect the Goods or their use by the Purchaser; or

(c) if neither Section 5.7(a) nor Section 5.7(b) are commercially practicable, remove the affected Goods from the Purchaser or its logistics provider and unconditionally refund and pay to the Purchaser all amounts paid to the Supplier by the Purchaser in respect of such Goods. The remedies in this Section 5.7 are in addition to the indemnification rights of the Purchaser stated in Section 5.5 and any other remedy available to the Purchaser at law or in equity.

Article 6 Term and Termination

6.1 Term

[Use as applicable.]

This Agreement shall come into force on the Effective Date and shall expire, unless terminated earlier in accordance with the provisions of the Agreement, when all other Supplier obligations under the Agreement have been met to the satisfaction of the Purchaser and the Purchaser has made all of the payments required under the Agreement (the “Term”). The Term is subject to any and all rights of either party to terminate the Agreement pursuant to the terms of the Agreement, or otherwise available to either party at law or in equity.

[OR – Use this paragraph in place of the above paragraph when there is a fixed Term.]


This Agreement shall become effective on the Effective Date, and shall expire on [Insert date] unless it is terminated early in accordance with the provisions of the Agreement (the “Term”). The Term is subject to any and all rights of either party to terminate the Agreement pursuant to the terms of the Agreement, or otherwise available to either party at law or in equity.

6.2 Extension

[Optional – If the Goods were acquired in a RFP process, the following option is only to be used if there is a fixed Term and the RFP document allowed for such an extension.]

The Purchaser, in its sole discretion, may extend the Term for an additional period of [Insert the extension period] months by giving written notice to the Supplier prior to the commencement of the extension period upon the same terms and conditions.

6.3 Termination by Either Party

Either party may terminate the Agreement on written notice to the other where such other party neglects or fails to perform or observe any material term or obligation of the Agreement and such failure has not been cured within 30 Days of written notice being provided.

6.4 Termination by Purchaser

The Purchaser shall be entitled to terminate the Agreement, without liability, cost, or penalty:

(a) on written notice to the Supplier, if any proceeding in bankruptcy, receivership, liquidation, or insolvency is commenced against the Supplier or its property;

(b) on written notice to the Supplier, if the Supplier makes an assignment for the benefit of its creditors, becomes insolvent, commits an act of bankruptcy, ceases to carry on its business or affairs as a going concern, files a notice of intention or a proposal, or seeks any arrangement or compromise with its creditors under any statute or otherwise;

(c) on written notice to the Supplier, following the occurrence of any material change in the Purchaser’s requirements which results from regulatory or funding changes or recommendations issued by any Governmental Authority;

(d) on 30 Days written notice to the Supplier in the event of a breach of the representation regarding conflict of interest in Section 5.4 (Conflict of Interest);

(e) on 30 Days written notice to the Supplier in the event of a misrepresentation or material breach of any of the provisions of Section 5.1 (Supplier’s Representations and Warranties);

(f) as per any provision of the Agreement that provides for early termination; and

(g) This clause, which permits termination by a Purchaser “for convenience” should be used only in those circumstances in which it is appropriate] at any time, without cause, by giving the Supplier at least 180 Days written notice; .

6.5 No Limitation of Remedies

Any termination of the Agreement shall not in any respect limit any of either party’s rights or remedies either in law or in equity or relieve either party of any obligation incurred prior to the effective date of such termination.


6.6 Survival

In addition to the length of survival of any provision which may be explicitly stated in the Agreement, all of the representations, warranties, and indemnifications made by the Supplier and set out in this Agreement shall survive the expiration or termination of this Agreement, as shall all other provisions of the Agreement which, by their nature, might reasonably be expected to survive.

Article 7 General

7.1 Liability Insurance

[No Goods should be delivered until the Purchaser is in receipt of a satisfactory certificate, as set out below or as per the insurance broker’s instructions. The following are sample provisions only and may not be appropriate in all cases. As such, these provisions need to be customized for each specific procurement and the limitations of liabilities/amounts set out below ascertained from the appropriate sector insurance broker.]

7.1.1 Supplier’s Insurance

The duration of each policy shall be from the Effective Date until termination of the 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 [Insert amount] per occurrence, [Insert amount] aggregate. The policy shall include, but not be limited to, the following:

(a) the Purchaser as an additional insured with respect to liability arising in the course of performance of the Supplier’s obligations under, or otherwise in connection with, the Agreement;

(b) products and completed operations;

(c) contractual liability coverage;

(d) cross-liability clause;

(e) 30 Day written notice of cancellation, termination or material change; and

(f) owned and non-owned automobile coverage with blanket contractual coverage for hired automobiles.

7.1.2 Proof of Insurance

On the Effective Date and upon the placement, renewal, amendment, or extension of any part of the insurance, the Supplier shall provide the Purchaser with confirmation of coverage and, if requested, a certificate of insurance certified by an authorized representative of the insurer.

7.1.3 Additional Insurance

It shall be the sole responsibility of the Supplier to determine what additional insurance coverage, if any, shall be necessary and advisable for its own protection and/or to fulfill its obligations under the Agreement. Any such additional insurance shall be provided and maintained by the Supplier at its own expense.

7.2 WHMIS

Prior to the initial shipment of Goods hereunder, the Supplier shall provide the Purchaser with, and during the Term the Supplier shall provide and continuously update the Purchaser with, a list of all Goods containing hazardous


materials, or any physical agents or devices or equipment producing or emitting physical agents or any substance, compound or product that is deemed to be or contains a designated substance under the Occupational Health and

Safety Act (Ontario). In accordance with the Workplace Hazardous Materials Information System (WHMIS) Regulation, the Supplier shall provide the appropriate Material Safety Data Sheets, including all updates, during the Term. All Material Safety Data Sheets documentation shall be provided to the Purchaser in a format requested by the Purchaser.

7.3 Alerts and Safety Notifications

In the event that any alert, recall, safety notification, advisory, or warning is issued or communicated, at any time, by the Supplier or the manufacturer of the Goods or a Canadian recognized reporting agency involving any of the Goods or is posted on a government or authorized web site, the Supplier shall:

(a) communicate the alert, recall, safety notification, advisory, or warning by the most expedient method based on the severity of the alert, recall, safety notification, advisory, or warning to the Purchaser in accordance with the notice provisions set out in Section 7.10 (Notices) save and except that the communication shall be to [Insert];

(b) follow any applicable protocols and requirements authorized by a Governmental Authority;

(c) honour all applicable warranties; and

(d) if the Goods are outside the Warranty Period and there is a design defect in the Goods, the Supplier shall work with the Purchaser to take all steps necessary to remedy the situation in a way that is acceptable to the Purchaser acting reasonably.

The Supplier shall also:

(e) inform the Purchaser of any possible design defect or malfunction condition with the Goods, or goods substantially similar to the Goods, supplied under this Agreement, at its earliest possible opportunity, but in no event, more than 10 Days after the Supplier becomes aware of the existence of such a defect or malfunctioning condition; and

(f) communicate the circumstances set out in Section 7.3(e) to the Purchaser in the same manner as set out in Section 7.3(a).

7.4 Government or Regulatory Actions

Where any governmental or regulatory authority having jurisdiction requires the Purchaser or the Supplier to recall or cease using any Goods, the Purchaser or the Supplier, as the case may be, shall promptly notify the other of such decision or requirement providing all relevant particulars.

In the case of any recall, seizure, or requirement to cease using any of the Goods by any Governmental Authority having jurisdiction, the Supplier, without limiting the Purchaser’s rights or remedies, shall be provided the opportunity to provide the Purchaser with corrective action satisfactory to the Purchaser, as follows:

(a) replace or repair the Goods and deliver replacement or repaired Goods to the Purchaser, which is satisfactory to the Purchaser; and

(b) honour all applicable Goods warranties.

In any event, the Supplier shall defend, indemnify, and hold the Indemnitees harmless from and against all damages, liabilities, and costs including legal costs on a substantial indemnity basis, arising from or related to such recall, seizure, or order to cease using, to the extent that such loss was caused by the Supplier.


The responsibility of the Supplier under this provision shall also apply in the case where any Canadian Governmental Authority issues an order to seize the Goods (for example, where the Supplier failed to take the required corrective action and/or the licence of the Goods was revoked).

For clarity, the responsibility of the Supplier to replace or repair the Goods do not apply where the Purchaser decides, in its sole discretion, to cease using the Goods due to health or safety concerns and those concerns have not led to the request by the Canadian Governmental Authority that the Supplier take appropriate action to correct or to cease using the Goods.

7.5 Customs

All commercial customs documents, including but not limited to commercial invoices, Canada Customs Invoices, and bills of lading, as applicable, shall be fully and satisfactorily completed in accordance with the Canada Border Services Agency (“CBSA”) requirements. The Supplier shall obtain from the Purchaser and show the following information on the relevant commercial documents in a clearly visible manner: the Purchase Order Number or the department name of the Purchaser purchasing the Goods. Goods eligible for duty free entry into Canada according to NAFTA shall be accompanied by a fully completed NAFTA Certificate of Origin (also referred to as a Statement of Origin), stamped or printed. Penalties assessed by CBSA due to incomplete, inaccurate, or missing information on a commercial customs document shall be the responsibility of the Supplier, shall be charged to and paid by the Supplier or shall be deducted from any payment owing to the Supplier.

7.6 Compliance with Laws

The Supplier shall comply with all federal, provincial, and local laws, regulations and orders in fulfilling its obligations under the Agreement.

7.7 Remedies Cumulative

The rights and remedies of the parties under this Agreement are cumulative, and are in addition to and not in substitution for any other rights or remedies provided in the Agreement, by law or in equity. Any single or partial exercise by a party of any right under this Agreement, or any failure to exercise or delay in exercising any such right, shall not be or be deemed to be a waiver of, or to prejudice any other rights or remedies to which such party may be entitled.

7.8 Force Majeure

7.8.1 General

Except as expressly provided otherwise in the Agreement, dates and times by which a party is required to render performance under this Agreement shall be postponed to the extent and for the period of time that such party is prevented from meeting such dates and times by an Event of Force Majeure.

7.8.2 Purchase of Goods

The Purchaser shall not be obligated to purchase the Goods in the event that the needs of the Purchaser change due to any Event of Force Majeure. The Purchaser shall advise the Supplier where the Purchaser’s needs change.

7.8.3 Notice

Where an Event of Force Majeure occurs, the party who is delayed or fails to perform shall give prompt notice to the other party.


7.8.4 Performance

Such party must use reasonable commercial efforts to render performance in a timely manner utilizing to such end all resources reasonably required in the circumstances, including obtaining supplies or services from other sources if the same are reasonably available.

7.8.5 Right to Terminate

In the event such inability to perform shall continue longer than 30 Days, the party which has received or which was entitled to receive notice pursuant to Section 7.8.3 (Notice) may terminate the Agreement by notice to the other party without further liability, expense, or cost of any kind.

7.9 Alternative Dispute Resolution

[Consider where ADR should exclude the possibility of litigation in all cases.]

7.9.1 General

Should any party default in respect of or contravene any portion of the Agreement, the parties agree to address the breach or dispute through Alternative Dispute Resolution. Before pursuing this Alternative Dispute Resolution, the parties shall have first escalated the dispute to the highest level of management within their respective organization and given at least [Insert] Days for such highest level of management to resolve the matter prior to incurring costs under this Section 7.9 (Alternative Dispute Resolution). Subject to the provisions of the Agreement, each party shall continue performing its obligations during the resolution of any dispute, including payment of undisputed amounts then due.

The arbitration procedures in this Section 7.9 (Alternative Dispute Resolution) shall not (i) apply to claims by third parties, or (ii) prevent either party from seeking an injunction or other equitable relief from a court in order to protect its intellectual property rights or its confidential information.

7.9.2 Election

If elected by a party, any breach or claim arising out of or relating to this Agreement or the breach thereof, may be settled by arbitration in accordance with the Arbitration Act, 1991, (Ontario) and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The International Commercial Arbitration

Act (Ontario) shall not apply to such arbitration.

7.9.3 Arbitration Site

The arbitration shall be held at [Insert city name] or at such other site mutually determined by the parties. Where the parties are unable to agree upon an arbitrator who is willing to serve within 30 Days of receipt of a demand to arbitrate by a party, then either party may apply to the court for it to appoint the arbitrator willing to serve.

7.9.4 Procedure

Subject to the provisions of this Section 7.10 (Notices), the arbitrator shall determine the procedure for the arbitration. Such procedure shall include at least one opportunity for written submissions by or on behalf of each party and may include proceedings by way of exchange of oral argument, hearings with or without witnesses, and such other procedures as the arbitrator deems appropriate. The arbitrator shall have no power to amend the provisions of the Agreement.

7.9.5 Decision

The arbitrator shall not award either party punitive damages and the parties shall be deemed to have waived any right to such damages. The decision shall be in writing and judgment upon the award by the arbitrator may be


entered into any court having jurisdiction. Prompt handling and disposal of the issue shall be important. Accordingly, the arbitrator is instructed to assume adequate managerial initiative and control over discovery and other aspects of the proceeding to schedule discovery and other activities for substantially continuous work, thereby expediting the arbitration as much as is deemed reasonable to the arbitrator, but in all events, to effect a final award within 45 Days of the arbitrator’s selection or appointment and within 10 Days of the close of evidence.

7.9.6 Confidential Information

The proceedings shall be confidential and the arbitrator shall issue appropriate protective orders to safeguard both parties’ confidential information. The arbitrator shall have the right, but not the obligation, to order that the losing party pay the fees of the arbitrator, which shall be designated by the arbitrator. If the arbitrator is unable to designate a losing party or does not order the losing party to pay all such fees, the arbitrator shall so state, and the fees shall be split equally between the parties.

7.9.7 Termination Clauses not Subject

Notwithstanding the above, the termination clause provisions as set out in Sections 6.3 (Termination by Either Party) and 6.4 (Termination by Purchaser) shall not be subject to Alternative Dispute Resolution.

7.10 Notices

7.10.1 General

Subject to the provisions of Section 7.3 (Alerts and Safety Notifications), any notice, demand, request, consent, approval, or acceptance required or contemplated to be given or made hereunder, shall be in writing and either delivered personally or by courier service, sent by facsimile transmission or by regular mail, postage prepaid, addressed to the address set forth on the first page hereof or: (a) in the case of the Supplier, to facsimile number [Insert facsimile number];

(b) in the case of the Purchaser, to facsimile number [Insert facsimile number];

(c) or to such other address or number of which either party may from time to time notify the other in writing. The time of giving or making such notice, demand, request, consent, approval, or acceptance shall be deemed to have been received:

(d) if sent by facsimile transmission on the first Business Day after confirmed transmission;

(e) if mailed in Canada on the fifth Business Day after the date of mailing other than during an actual or threatened postal disruption, in which event personal delivery shall be required; or

(i) otherwise, when delivered.

In addition, notice may be given by electronic mail addressed to the Supplier at __________or to the Purchaser at ________________, provided that if a party purports to give notice by electronic mail which is returned as being undeliverable, such notice shall not be considered valid notice and the party shall give notice as otherwise provided herein. Notice validly given by electronic mail shall be deemed to have been received on the first Business Day after transmission. [Note: both the Purchaser and the Supplier must keep the e-mail addresses current.] 7.10.2 Changes

Each party shall notify the other where there are any changes in the information set out in this Section 7.10 (Notices).


7.11 Publicity

Each party agrees that the terms of this Agreement are confidential. Neither party shall in any of its advertising or otherwise indicate that it has supplied or purchased or may in the future supply Goods under this Agreement without the express prior written consent of the other party. No acquisition or use of the Goods by the Purchaser shall be construed as an endorsement or approval of such Goods.

7.12 Confidentiality

7.12.1 General

The parties agree that any information concerning the business or affairs of the other party or its directors, officers, agents, employees, clients, and governors, as applicable, about which the other party becomes aware of in the course of the Supplier supplying and installing the Goods shall:

(a) be treated as confidential;

(b) not be disclosed to any third party or to the Supplier’s Personnel or the Purchaser’s staff except as may be required in order for the Supplier or the Purchaser, as the case may be, to meet its obligations under this Agreement; and

(c) not be used for any purpose other than that contemplated by this Agreement and for the benefit of the other party.

The parties agree that any combination of information which includes such information shall be treated as confidential even if individual parts thereof are not confidential. The parties shall use all reasonable efforts to keep such information confidential, using a standard of care no less than the degree of care that the recipient would be reasonably expected to employ for its own confidential information. The parties shall ensure that all recipients of the said information, including the Supplier’s Personnel or the Purchaser’s staff, assume obligations identical in principle with those which the parties assume under this Section.

In the event a party is required by any applicable law to make disclosure of any such information, the party required to make disclosure shall consult with the other party in advance to the extent reasonably practicable as to the contents and timing of such disclosure.

7.12.2 Exceptions

While neither party shall disclose any confidential information of the other, it shall not constitute a breach of the obligations hereunder if such confidential information was:

(a) already in the public domain or becomes known within the public domain from no breach of such party;

(b) already known to such party at the time of disclosure;

(c) independently developed by the party without reference to or use of the information;

(d) lawfully received by the party from a third party; or

(e) made public with the prior consent in writing of the other party.

7.12.3 FIPPA Records and Compliance

The Supplier and the Purchaser acknowledge and agree that FIPPA applies to and governs all Records and may require the disclosure of such Records to third parties. Furthermore, the Supplier agrees:


(a) to keep Records secure;

(b) to provide Records to the Purchaser within 7 Days of being directed to do so by the Purchaser for any reason including an access request or privacy issue;

(c) not to access any Personal Information unless the Purchaser determines, in its sole discretion, that access is permitted under FIPPA and is necessary in order to provide the Goods;

(d) not to directly or indirectly use, collect, disclose, or destroy any Personal Information for any purposes that are not authorized by the Purchaser;

(e) to ensure the security and integrity of Personal Information and keep it in a physically secure and separate location safe from loss, alteration, destruction, or intermingling with other records and databases and to implement, use, and maintain the most appropriate products, tools, measures, and procedures to do so;

(f) to restrict access to Personal Information to those of its directors, officers, governors, employees, agents, partners, affiliates, volunteers, or subcontractors who have a need to know it for the purpose of providing the Goods and who have been specifically authorized by the Purchaser to have such access for the purpose of providing the Goods;

(g) to implement other specific security measures that in the reasonable opinion of the Purchaser would improve the adequacy and effectiveness of the Supplier's measures to ensure the security and integrity of Personal Information and Records generally; and

(h) that any confidential information supplied to the Purchaser may be disclosed by the Purchaser where it is obligated to do so under FIPPA, by an order of a court or tribunal or pursuant to a legal proceeding;

and the provisions of this paragraph shall prevail over any inconsistent provisions in the Agreement.

7.13 Property of the Purchaser

All schematics, drawings, blueprints, Specifications, and other information and documentation, which may be provided by the Purchaser to the Supplier in connection with this Agreement, shall remain the property of the Purchaser.

7.14 Entire Agreement

This Agreement, together with the RFP, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral between the Supplier and the Purchaser. There are no conditions, covenants, agreements, representations, warranties, or other provisions, expressed or implied, collateral, statutory, or otherwise, relating to the subject matter hereof except as provided herein.

7.15 Time of Essence

Time shall be of the essence of this Agreement.

7.16 Assignment and Enurement

This Agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and their respective successors and permitted assigns. Neither party may assign or subcontract any of its rights or obligations hereunder without the prior written consent of the other party. Any act in derogation of the foregoing shall be null and void. For the purposes of this Agreement, the transfer or issuance of shares by the Supplier of more than fifty per cent (50%) of the voting securities of the Supplier to any entity or entities other than to an affiliate (as such term


is defined in the Business Corporations Act (Ontario)) or the shareholder or shareholders of the Supplier as of the date of this Agreement, whether or not such transfer or issuance of voting securities takes place in one or more transactions, shall, for the purposes of this Agreement, be deemed to be an assignment of this Agreement requiring the consent of the Purchaser, unless such transfer or issuance of shares is made pursuant to an initial public offering of common shares under the Securities Act (Ontario).

7.17 Amendment and Waivers

This Agreement may not be amended or modified in any respect except by written instrument signed by both parties, provided that the Purchaser may make changes to the attached schedules as set forth in Section 2.14 (Changes to Schedules). No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver unless otherwise provided.

7.18 Independent Parties

This Agreement does not create a relationship of principal and agent or employer and employee between the Purchaser and the Supplier and under no circumstance shall either party be considered the agent of the other. The Supplier shall have no authority to assume or create any obligation whatsoever, express or implied, in the name of or on behalf of the Purchaser.

7.19 Currency

Unless otherwise indicated, all dollar amounts expressed in the Agreement are in Canadian currency.

7.20 Legislation

Where a statute is referred to in the Agreement, such statute shall be interpreted to include all of its related regulations, as may be amended from time to time.

7.21 Governing Laws

This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario, except that such Province’s conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Province of Ontario and the courts competent to hear any appeal.


The parties hereby execute the Agreement, which is made as of the Effective Date. (Name of Purchaser) (Name of Supplier) (Authorized Signature) (Authorized Signature) Name (Print) Title (Print) I have the authority to bind the Purchaser.

Name (Print) Title (Print) I have the authority to bind the Supplier.

(Date) (Date)

[NOTE: SOME PURCHASERS AND SUPPLIERS MAY REQUIRE A SECOND SET OF SIGNATURES.]


Schedule A – Goods and Prices

[Insert applicable Goods and detailed Prices.]


Schedule B – Supplier’s Proposal


Schedule C - Specifications

[Note: If any of the purchasing policies of the Purchaser applies to this procurement, they are to be included as part of Schedule C - Specifications (see 3.10 of the Agreement). If the Purchaser changes its policies or implements a new policy after the Agreement is signed, section 2.14 (Changes to Schedules) may apply. The Purchaser should therefore consider whether any change in a policy will result in an increase or decrease in the cost or time required for delivery of Goods. Consultation with the Supplier is advisable. A Purchaser may wish to implement a change in policy or a new policy only after the Agreement has expired or has been terminated.]


APPENDIX B – FORM OF OFFER

Each Proposal must include this form completed and signed by the Proponent.

To: [Insert Purchaser’s Name]

1. Proponent Information

The full legal name of the Proponent is:

Any other relevant name under which the Proponent carries on business is:

The jurisdiction under which the Proponent is governed is:

The name, address, telephone and fax numbers, and email address of the contact person for the Proponent is:

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:

If the Proponent is an incorporated consortium or a consortium that is a partnership or other legally recognize entity, the Proponent must:

Identify the single legal entity, which is solely liable and responsible to the Purchaser for the provision of the Deliverables (as required

by Section 1.9 of this RFP).

Describe the consortium members.

Describe the contingency plan if a consortium member is no longer part of the consortium.

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 its Proposal, the Proponent agrees and consents to the terms, conditions and provisions of the RFP, including the Form of Agreement, except as otherwise noted, and offers to provide the Goods in accordance therewith at the Rates set out in the Rated Bid Form.

3. Prices

The Proponent has submitted its Pricing in accordance with the instructions in the RFP and in the form set out in Appendix C.


4. Mandatory Forms

The Proponent encloses herewith as part of the Proposal, the mandatory forms as set out below:

Mandatory Forms Yes,

Enclosed

Can be Found on Page # of

the Proposal

Appendix B – Form of Offer

Appendix C – Rate Bid Form

[Insert any other mandatory forms]

5. Addenda and Questions/Answers

The Proponent is deemed to have read and accepted all addenda and question/answer documents issued by the Purchaser prior to the Deadline for Issuing Final Addenda. The onus remains on Proponents to make any necessary amendments to its Proposals based on this information.

The Proponent is requested to confirm that it has received all addenda and question/answer documents, if any, by completing the applicable column in the below table:

Addenda and Question/Answers

Complete this column by

inserting the number/quantity received:

The number of addenda received =

The number of question/answer documents received =

6. Proposal Irrevocable

The Proponent agrees that its Proposal shall be irrevocable for [Insert number (###), e.g. - one hundred and twenty (120)] Days following the Proposal Submission Deadline.

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 its Proposal to the Purchaser’s advisors retained for the purpose of evaluating or participating in the evaluation of this

Proposal.


8. Proof of Insurance and Good Standing under the Workplace Safety and Insurance Act (Ontario)

By signing this Form of Offer, the Proponent agrees, if selected, that it has verified its capability to do

so and will provide proof of insurance coverage and a Certificate of Good Standing under the Workplace Safety and Insurance Act (Ontario) as set out in the Form of Agreement.

9. Unfair Advantage and Conflict of Interest Statement

Prior to completing this Form of Offer, the Proponent is advised to review the definitions of Unfair Advantage and Conflict of Interest set out in Section 1.9 of this RFP.

Conflict of Interest Conflict of Interest

(Yes or no)

If yes, please set out the

details of the actual or

potential Conflict of Interest below:

Is there an actual or potential Unfair Advantage or Conflict of Interest, relating to the preparation of its Proposal, or if the Proponent foresees an actual or potential Unfair Advantage or Conflict of Interest in performing the contractual obligations contemplated in the RFP?

The Proponent agrees to provide any additional information, which may be requested by the RFP Coordinator, in the form prescribed by the RFP Coordinator. Where, in its sole discretion, the Purchaser concludes that an Unfair Advantage and/or Conflict of

Interest arises, it may, in addition to any other remedy available to it at law or in equity, disqualify the Proponent’s Proposal, or terminate any Agreement awarded to the Proponent under the RFP.

10. Execution of Agreement

If its Proposal is selected by the Purchaser, the Proponent agrees to finalize and execute the Agreement substantially in the form set out in the Form of Agreement 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

Universities should prepare for completion by proponents, a rate bid form which considers all the Deliverables covered in the RFP. The rate bid form can either be inserted below (as illustrated) or attached in a separate workbook.

Consider adding more detailed instructions to the rate bid form, as applicable. Some options are as follows: 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.

[Optional Rate Bid Form –please note, a separate Appendix C is also attached as an option to using the below. Revise the following tables as appropriate.]

The Proponent should use Appendix C to respond to Section 3.2.2 – Rate Bid Form. Where a Deliverable is not available, insert N/A (denoting not applicable) in the space provided. The information listed below is not a complete description. All Proponents should refer to and review the applicable sections in the RFP before responding.


Colleges

WARNING:


DOWNLOAD THE MOST CURRENT VERSION FROM

OECM’S WEBSITE PRIOR TO EVERY USE AT:

www.oecm.ca


FOR INTERNAL ONTARIO EDUCATION SECTOR USE

ONLY

DISTRIBUTION TO UNAUTHORIZED PERSONS STRICTLY

PROHIBITED

RFP Template for Goods

[INSERT RFP NAME and NUMBER] Appendix C - Rate Bid Form 1 of 6

(Refer to)

Tab

Available

Points for

Pricing

XX

XX

XX

B XX

XX

XX

- It is intended that the proposed Goods will be based on the Proponent's standard model. However, once

the Proponent has reviewed this RFP, any customization or modification that the Proponent anticipates will

be required based on the provided requirements and pricing for the same should be described.

9.0 Cost Reduction Initiatives

- Provide details regarding any cost reduction initiative the Proponent considers could be implemented

immediately upon execution of the Agreement or during its first year, explaining the recommended

processes to be implemented, including the benefits.

C

A

For all additional pricing information, add additional worksheets/tabs in this workbook to address separately, where necessary.

1.0 General

- Insert pricing for each proposed item.

2.0 Consumables

- Provide details of consumables (e.g. accessories and options, and parts). Include description, part

number, packaging, and pricing for related consumables.

3.0 Other Costs

- Identify all other costs such as training, implementation, trade-in value, and costs associated with

development and upgrade in software and hardware, if applicable.

4.0 Post Warranty Service

- Provide pricing on post warranty service, as required in such schedule.

5.0 Aggregated Volume Discounts

- Identify any proposed aggregated volume discounts. Discount proposed may consider additional volume

or rebate by ranges based on aggregated volumes of total items purchased, to be calculated annually at

the end of each calendar year or on the anniversary date of the applicable Agreement.

6.0 Additional Discount

- Identify any other available discount opportunities, such as early payment discount, electronic

commerce, electronic funds transfer payments, related life cycle technology discounted enhancements,

etc.

7.0 Rental Charge

- Provide details of any applicable rental charge in cases where Goods are shipped in refillable containers.

Such charge should not be included in the unit cost of the Goods.

8.0 Customization

Additional Pricing Information

All pricing should be proposed as outlined in the Section 3.4 and this Appendix.

Rate Bid Form Components

[INSERT RFP NAME AND NUMBER]


Instructions

Proponent's Name : [Insert Proponent Name]

[OPTIONAL]


Sub-point

Allocation

Manufacturer

Part Number

Proponent's

Catalogue

Number

Unit of

Measure

List

Price

Discounted

Price

Net

Price

1.0 GENERAL [XX points]

1.1 [Insert Proposed Goods and/or Services.] [Insert]



1.4

1.5

1.6

1.7

1.8

1.9

1.10

2.0 CONSUMABLES [XX points]

2.1 [Insert Proposed Consumable] [Insert]



2.4

2.5

2.6

2.7

2.8

2.9

2.10

Sub-point

Allocation

List

Price

Discounted

Price

Net

Price

3.0 OTHER COSTS [XX points]

3.1 Training [Insert]

3.2 Implementation [Insert]

3.3 Trade-in Value [Insert]

3.4 Software Additional Costs [Insert]

3.5 Hardware Additional Costs [Insert]

3.6 [Insert Other Costs] [Insert]

3.7

3.8

3.9

[Insert]

[Insert]

[Insert]

[Insert]

[Insert]



(Proponent shall complete and submit this Appendix with its Proposal. Please refer to Section 3.4 of the RFP for more information about Rate Bid Form.)

Proponent Name: [Insert Proponent Name]

Description

[Insert]

SAMPLE


Sub-point AllocationTerm

(Insert Applicable Term)

List

Price

Discounted

Price

Net

Price

4.0 POST WARRANTY SERVICE (XX points)

4.1 Full service contract - paid annually (All Parts, Labour, Travel) [Insert]

4.2 Full Service Contract - prepaid (All Parts, Labour, Travel) [Insert]

4.3 Preventative Maintenance [Insert]

4.4 Labour Only [Insert]

4.5 Shared Service (Proponent/Purchaser) [Insert]

4.6 Time and Material [Insert]

4.7 Other [Insert]

4.8 Post Service Agreement Maximum Cost Increase [Insert]

4.9 Service (Labour) Rates to be Charged [Insert]

4.10 Goods Refresh - Evergreen Programs [Insert]



(Proponent shall complete and submit this Appendix with its Proposal. Please refer to Section 3.4 of the RFP for more information about Rate Bid Form.)


SAMPLE


5.0 Aggregated Volume Discounts (XX points)

Sub-point

Allocation

Percentage

Discount Off

Proposed

Rebate

[Insert]

[Insert]

[Insert]

[Insert]

[Insert]

[Insert]

[Insert]

6.0 Additional Discounts (XX points)

Sub-point

Allocation

Proposed

Discount [Insert]

[Insert]

[Insert]

[Insert]

[Insert]

Electronic Funds Transfter Payments

Related Life Cycle Technology Discounted Enhancements

$1,000,000 to $3,000,000

Range of Total Purchase for Additional Discounts and/or Rebates



(Proponent shall complete and submit this Appendix with its Proposal. Please refer to Section 3.4 of the RFP for more information

about Rate Bid Form.)


Proposed Additional Discounts

Early Payment Discount

Electronic Commerce

$3,000,001 to $5,000,000

$5,000,001 to $10,000,000

$10,000,001 to $15,000,000

$15,000,001 to $20,000,000

$20,000,001 to $30,000,000

[Insert range as necessary]

[Insert other additional discount scenarios.]

SAMPLE



APPENDIX D – REFERENCE FORM Each Proponent is required to provide three (3) references from organizations similar in size and scope to the Purchaser’s for which the Proponent has provided the same or similar Deliverables within the past three (3) years. The Purchaser, in its sole discretion, will confirm the Proponent’s experience and or ability to provide

the services required and described in its Proposal by checking the Proponent’s references and the provision of the references by the Proponent is deemed to be consent to such confirmation/contact with the references.

The Purchaser reserves the right to revisit the Proponent’s scores in the rated requirements based on

information learned during reference checks, should they reveal that there is inconsistency between

the Proponent’s answers to the rated requirements and the results of the reference check.

Reference #1

Company name:

Company address:

Contact name:

Contact telephone number:

Contact email address:

Date work undertaken: From: To:

Nature of services:

Reference #2

Company name:

Company address:

Contact name:




Nature of services:

Reference #3

Company name:

Company address:

Contact name:




Nature of services:


APPENDIX E – RATED REQUIREMENTS

[Optional rated requirements – please note, the rate requirements form is attached as a separate workbook.]

[INSERT RFP NAME and NUMBER] Appendix E - Rated Requirements 1 of 1

APPENDIX E - RATED REQUIREMENTS

Colleges

WARNING:

THIS DOCUMENT IS SUBJECT TO ONGOING CHANGEDOWNLOAD THE MOST CURRENT VERSION FROM OECM’S

WEBSITE PRIOR TO EVERY USE AT: www.oecm.ca




RFP Template for Goods



Sections set out in rated requirements are:

Point Allocation

Minimum Score

Required

1.0 [XX] [XX]

2.0 [XX] [XX]

3.0 [XX] [XX]

4.0 [XX] [XX]

- Under Column E, provide supporting comments and/or the Proposal page number, where information can be found in Proposal.

GOODS &/OR SERVICES REQUIREMENTS

SUPPORT/TRAINING/WARRANTY

ENVIRONMENTAL ISSUES

- Proponent should complete Column D and Column E for each rated requirement.

- Under Column D, indicate whether rated requirement is provided by Proponent by selecting a Yes or No, using standardized drop down box.

[INSERT RFP NAME and NUMBER]

PROPONENT'S EXPERIENCE, QUALIFICATIONS AND CAPABILITIES


Instructions

Rated requirements will be evaluated and, where applicable, Proponents must achieve the minimum score, as noted in Section 3.3 of the RFP, in order for a Proponent to move into Stage III.

Rated Requirement Components


Section Rated Requirements Sub-point Allocation

Rated requirement provided(Yes/No)

Provide supporting comments and/or the Proposal page number where the information

can be found

1.0

1.1 Provide a general description of the Proponent's skills, knowledge, experience, background, and number of years in business. [Insert]

1.2 Provide a general description of the Proponent's skills, knowledge, experience, background, and number of years in business in Canada (if different then above). [Insert]

1.3 Provide details of designated industry-related qualifications and association memberships. [Insert]

1.4Provide an overview of it's capabilities as it relates to the Goods and/or services proposed, including but not limited to an understanding of its distribution network and related partnerships.

[Insert]

1.5Demonstrate that the overall proposal showcases an understanding of the project to be undertaken/services to be provided and describes the approaches the Proponent proposes to take to meet the Goods or services requirements.

[Insert]

1.6Submit an executive summary of its Proposal describing the main features, benefits, and any limitation or condition of its Proposal, in non-technical terms. Executive summary should include no reference to Pricing and should not exceed three 8.5 x 11 inch pages.

[Insert]

1.7 Indicate whether Proponent is incorporated, partnership, sole proprietorship or other. [Insert]

1.8 Indicate whether Proponent is a private or public company. If public, indicate the exchange on which Proponent is listed. [Insert]

1.9 Include Proponent's Canadian head office location and registered office. [Insert]

1.10 Include Proponent's Corporate head office location (if different then above). [Insert]

1.11 Include an organizational chart, if applicable. [Insert]

1.12 Include Proponent's Canadian sales revenue (last, full calendar-year). [Insert]

1.13 Include Proponent's worldwide sales revenue, if applicable (last, full calendar-year). [Insert]

1.14 Indicate whether or not Proponent's company or division has been involved in a merger or acquisition in the past five years. [Insert]

1.15Provide a) Annual Report, b) Banking Information; c) Guarantees, to adequately establish the Proponent's financial capability for the project to be undertaken or Goods and/or services requested pursuant to this RFP.

[Insert]

1.16Disclose any pending or threatened legal action against the Proponent or by the Proponent against any third party that may have an impact on the availability of accessories or support of the Goods and/or services proposed by Proponent.

[Insert]



(Proponent shall complete and submit this Appendix with its Proposal. Please refer to Section 3.3 of the RFP for more information about rated requirements.)

PROPONENT'S EXPERIENCE, QUALIFICATIONS AND CAPABILITIES (XX points)The Proponent should demonstrate, by describing, its experiences, qualifications and capabilities related to the Deliverables set out in this RFP, including:


[Insert]

SAMPLE





can be found





1.17 Disclose whether the Proponent is ISO certified. If certified, Proponent should specify which ISO certification it has obtained. [Insert]

1.18

The Proponent should include the details of any financing arrangements the Proponent can provide to the Purchaser, such as, for example, term loans, leasing, or payment terms tied to fundraising cash stream. The Proponent should provide full details of those arrangements, including sample language of agreements, terms and conditions, and interest rates.

[Insert]

1.19 [Insert other rated requirements as needed. Insert rows as necessary.] [Insert]

2.0

2.1Describe Proponent's ability to maintain an adequate supply of consumables, parts, and services for appropriate maintenance of the proposed Goods and/or services for the duration of any Agreement.

[Insert]

2.2Provide a list of all original equipment manufacturer (OEM) items or parts not manufactured by the Proponent. Proponent shall disclose such suppliers it is in collaboration with, identify the nature and extend of the relationship(s).

[Insert]

2.3 Provide a detailed work plan of the services it will provide, including all of the tasks, milestones, and timeframes, by providing a chart, graphic, or other tools. [Insert]

2.4Identify any Goods-related or safety alert, recall, hazard notification, or other safety/quality-related publication occurring in the last five years applicable to the Goods being proposed pursuant to this RFP.

[Insert]

2.5 Outline the guaranteed response time to assess recalled Goods, to ensure the Goods meet current safety standards and regulations. [Insert]

2.6 Disclose any discussions with regulatory agencies related to the Goods, which may impact future availability of the Goods, accessories, or service support of the Goods. [Insert]

2.7 State the recommended number of hours of service each type of Goods should operate prior to the performance of routine preventative maintenance. [Insert]


3.0

3.1 Describe Proponent's capability of providing direct, on-line purchasing platform for easy accessibility to contracted Goods and/or services. [Insert]

3.2 Describe Proponent's capability of providing payment processes/options - including invoices, duty and tax payments, advance payments, etc. [Insert]

GOODS AND/OR SERVICES REQUIREMENTS (XX points)Each Proponent should describe the Goods and/or services proposed, as set out below:

SUPPORT/TRAINING/WARRANTY (XX points)Proponents shall describe how the following support will be provided:

SAMPLE





can be found





3.3 Provide an overview of the communication processes relating to service delays or disruptions. [Insert]

3.4Describe the Workplace Hazardous Materials Information System (WHMIS) training that its personnel may have received in accordance with the Ontario Occupational Health and Safety Act.

[Insert]

3.5 Proponent should describe its ability to be consistent with the requirements under the Purchaser's Accessibility for Customer Service standard. [Insert]

3.6Provide the qualifications and experience of personnel who will be assigned to provide the services, which may include resumes, documentation of accreditation, and/or letters of reference.

[Insert]

3.7

Describe the process used in the event that a new unit or hardware enhancement for any Goods purchased is introduced or announced up to nine months after acceptance, whether the Purchaser, at its sole option, will be able to elect to replace its unit with the new Goods without cost. This is to include all sub-components as well.

[Insert]

3.8Describe the process used in the event that software and hardware updates and upgrades that are included during the warranty period, are made accessible. Any proposed service options should be provided.

[Insert]

3.9

Provide information on its current capabilities to communicate and process transactions through an Electronic Data Interchange (EDI). This may include electronic data exchange through a value added network, internet business to business portals, or direct electronic interaction over the internet.

[Insert]

3.10 Describe the process used in the event of safety alert, recall, hazard notification, or other safety/quality-related publication applicable to the Goods being proposed. [Insert]

3.11 Indicate the length of general warranty, the coverage and all terms and conditions. [Insert]

3.12 Describe any post warranty service and support available for proposed Goods and/or services. [Insert]

3.13 Indicate the recommended frequency, type and length of procedures for appropriate preventative maintenance of all proposed Goods. [Insert]

3.14Provide written documentation for the recommended preventative maintenance on the Goods including but not limited to cleaning, calibrating, periodic replacement of parts, and performance verification.

[Insert]

3.15Describe the guaranteed on-site service response time of a qualified repair technician after a request has been made. This information should be provided for: a) regular weekdays, b) weekends; and c) public (statutory) holidays.

[Insert]

3.16 Indicate the number of trained service technicians at each location and identify locations in Ontario. [Insert]

SAMPLE





can be found





3.17Indicate the parts depots located in Ontario and indicate: a) a list of parts to be kept at each depot, b) normal lead time for parts, c) a list of parts to be kept on the Purchaser's site (consignment); and d) a list of tools to be kept on the Purchaser's site.

[Insert]

3.18

Describe in detail the telephone support available during and after warranty and indicate availability including but not limited to: 24 hours per day, seven days per week, 365 days per year; operational/application inquiries; remote diagnostic troubleshooting and user networking; and a toll free line.

[Insert]

3.19Indicate the length of time that both technical telephone support will be provided to the Purchaser (i.e. as long as the Goods are in service at the Purchaser) and identify any associated costs.

[Insert]

3.20 Provide details of Purchaser obligations regarding remote connectivity if applicable. [Insert]

3.21Describe in a statement regarding guaranteed uptime. The minimum acceptable guarantee is 98%. In the event the Proponent is unable to maintain the guaranteed uptime, the Proponent should include how the warranty or service contract would be extended at no charge.

[Insert]

3.22

List all technical training opportunities including a description, length, scope, and any associated costs. Travel and customary living expenses for off-site training should be included at no additional cost. Applicable technical training should include all technical aspects of the Goods including, but not limited to routine maintenance, preventative maintenance, and trouble-shooting of all components.

[Insert]

3.23 List and describe on-going training opportunities (e.g. refresher courses, seminars, multi-media materials, in-service sessions, etc.) provided by the Proponent. [Insert]

3.24 Provide details of any applicable costs associated with training, implementation, or trade-in value of existing Goods. [Insert]

3.25 Indicate if loaner Goods are available if required, for use when existing Goods require repair, maintenance, recalibration, etc. [Insert]

3.26 Indicate the guaranteed turnaround time to receive such loaner Goods from the time the initial request is made. [Insert]


4.0

4.1 Provide information in regards to re-usability of any Goods supplied or used in providing services. [Insert]

4.2 Provide a list of materials which are used in any Goods or packaging supplied or used during the delivery of service, including recycled content. [Insert]

4.3 Describe any initiative taken by the Proponent to minimize the amount and weight of packaging used for any Goods supplied or used in providing services. [Insert]

ENVIRONMENTAL ISSUES (XX points)Each proponent should provide relevant and quality details, as set out below:

[Insert]

SAMPLE





can be found





4.4

Provide information on the ability to recycle any packaging and Goods supplied or used in providing services and other information on recycling. Items that are recyclable include paper, cardboard, glass bottles, metal cans, #1 plastic, (polyethylene terephthalate), #2 plastic (high density polyethylene), hard #4 plastic (low density polyethylene) and #5 plastic (polypropylene). [This list of recyclable Goods needs to be confirmed and adjusted to fit the specific procurement.]

[Insert]

4.5Provide information regarding any opportunity for the Purchaser to return part or all of the Goods and packaging used in shipping any Goods or used during the delivery of service at no charge to the Purchaser.

[Insert]

4.6Provide a list of the subject pollutants listed under the applicable municipal sewer-use bylaw contained within the Goods that the Proponent will be selling to the Purchaser or using in delivering any services to the Purchaser.

[Insert]

4.7Proponent shall disclose the quantity and type of hazardous materials contained in the Goods if such information is not proprietary, and the federal Material Safety Data Sheets in accordance with the Workplace Hazardous Materials Information System (WHMIS).

[Insert]

4.8Describe the overall environmental effect of any Goods and packaging supplied, or any service delivered, including, but not limited to: whether the Goods or service is certified under Canada’s Environmental Choice Program, Energy Star Program, or any other eco-labelling program.

[Insert]


[End of Appendix E]

SAMPLE


APPENDIX F – RECEIPT CONFIRMATION [Optional] To: [Insert name of Purchaser and email address]

Re: RFP Number [Insert] Proponents are requested to acknowledge receipt of RFP [Insert details] and their intent to submit a Proposal by sending this Receipt Confirmation by email to the attention of the RFP Coordinator.

Proponents submitting this Receipt Confirmation will be notified of any addendum issued to this RFP, which will be forwarded to the person whose name is identified. I hereby acknowledge receipt of the above-noted RFP. [Please check your answer]

I / We DO DO NOT Intend to submit a Proposal to this RFP. Please indicate which of the following items of Goods your Proposal will address:

Yes No [Insert item] Yes No [Insert item] Yes No [Insert item] Yes No [Insert item]

Representative’s contact information:

Name Representative’s Signature

Address Name – Please Print

City, Province, Postal Code Title

Phone Date

Email