The document discusses concerns and recommendations regarding instructions from a Buyer for a request for proposal (RFP) process. Key points include: 1) The Buyer cannot give preference to Canadian bidders while accepting bids from other countries without violating trade agreements. 2) Limiting vehicles to a single brand in the technical specifications could create barriers to trade unless requirements are based solely on performance. 3) The supplier should bear risks of loss and responsibility for permits until delivery using Delivery Duty Paid (DDP) terms. The governing laws should be those in relevant trade agreements rather than a single country. 4) Milestone payments are recommended over a single payment triggered by full delivery, to allow quality

1. The supplier should note that the Buyer reserves the right to negotiate with the suppliers if it
concludes after the evaluation of the tenders that no one tender is more advantageous than
the other in terms of the criteria that the Buyer set out in its RFP. The purpose for allowing1
negotiation between the Buyer and suppliers is so that any strengths and weaknesses in the
tenders are identified. There are mandatory requirements that must be followed if the Buyer2
decides to negotiate with the supplier.3
Buyer Instructions:
1. The Buyer will accept bids from bidders in any country but would like a preference
given to Canadian bidders but wants to know if you have any concerns.
The Buyer’s intention to give preference to Canadian bidders while accepting bids from bidders
in other countries raises a few concerns. The Buyer is advised to consider the following before it
solicits its proposal:
a) Each Party shall give no less favourable a treatment to the supplier of goods or services than
it would give to its own goods and suppliers or to the good and suppliers of another Party.4
The Buyer cannot give preference to a Canadian supplier at the same time as it’s accepting
bids from foreign bidders.
b) Where a domestic supplier is found to be in affiliation with or owned by a foreign entity, no
Party shall discriminate against that supplier by treating another supplier more favourably
because of its national affiliation or ownership.5
c) Each Party shall ensure that its entities do not impose or consider conditions that would
encourage local development. This is quite clearly the outcome should the Buyer leave6
Instruction 1 as is. The blatant choice to give preferential national treatment ensures local
development and discrimination against non-national entities.
d) Another issue with Instruction 1 is that the Buyer would be applying the tendering
procedures in a discriminatory manner by giving preferential treatment to a Canadian
supplier.7
e) It is my opinion that the only way to circumvent the laws that cause Instruction 1 to become
illegal is if the bidding party meets the circumstance set out in Article 1113(1)(a). The
Canadian Commercial Corporation could choose to give preference to a Canadian rather than
a foreign bidder by denying that Party the benefits set out in Chapter 10 and 11 of NAFTA.8
In order for a Party to deny another Party the benefits of Chapter 10 and 11 that Parties
enterprise must be owned by nationals of a non-party and those nationals must be from a
North American Free Trade Agreement, Chapter 10, Article 1014, paragraph 1(b).1
North American Free Trade Agreement, Chapter 10, Article 1014, paragraph 2.2
North American Free Trade Agreement, Chapter 10, Article 1014, paragraph 4.3
North American Free Trade Agreement, Chapter 10, Article 1003, paragraph 1(a)(b).4
North American Free Trade Agreement, Chapter 10, Article 1003, paragraph 2 (a)(b).5
North American Free Trade Agreement, Chapter 10, Article 1006.6
North American Free Trade Agreement, Chapter 10, Article 1008, paragraph 1 (a).7
North American Free Trade Agreement, Chapter 10, Article 1005, paragraph 2 (a).8

2. country that does not have any diplomatic relations with the Party looking to deny it the
benefits of Chapter 10.9
Another way that the condition of a Canadian supplier being given preference could be
indirectly enforced is if the Buyer has adopted or maintains measures with respect to the
potential supplier that prohibit transactions between the two parties or that would be
violated or circumvented if the benefits of Chapter 10 or 11 were accorded to the
enterprise or to its investments. If this scenario applied to the buyer-foreign national10
relationship then it would be acceptable for the Buyer to give preference to the other
supplier (Canadian or not).
With the exception of paragraph “e” the Buyer is advised to exclude Instruction 1 from its
consideration of suppliers. Paragraph “e” should only be applied to the tendering process if the
requirements within it are fulfilled and if same are included in the RFP to allow for transparency
in the procurement process.
Until such time that conditions in “e” are fulfilled Instruction 1 will not be included in the RFP.
2. The Buyer wants to limit the brand of vehicles to Toyota vehicles in the technical
specification but wants to know if you have any concerns.
The Buyer’s intention to limit the brand of vehicles to only Toyota by way of technical
specification raises a few concerns.
a) No entity shall adopt or apply any technical specification with the purpose of the effect of
creating unnecessary obstacles to trade.11
b) Each Party shall ensure that any technical specifications are related to performance and not
design or descriptive characteristics.12
c) The technical specifications shall not require or refer to a particular trademark unless there is
no other way of precisely describing the procurement requirements for the good or service
that the Buyer wishes to procure.13
d) Contrary to the previous three concerns I would argue that the Buyer can still ensure that the
trucks are Toyota. This can be accomplished by the Buyer making technical specification
requirements that are strictly related to the performance of the truck while making sure that
these requirements are impossible for another “brand” to match. By being implicit in it’s
language, the Buyer can ensure that its RFP will not have to explicitly state that it wishes to
procure only Toyota trucks. If the Buyer is unable to be implicit in its language and if the
North American Free Trade Agreement, Chapter 11, Article 1113, paragraph 1 (a).9
North American Free Trade Agreement, Chapter 10, Article 1113, paragraph 1(b).10
North American Free Trade Agreement, Chapter 10, Article 1008, paragraph 1.11
North American Free Trade Agreement, Chapter 10, Article 1008, paragraph 2(a).12
North American Free Trade Agreement, Chapter 10, Article 1008, paragraph 3.13

3. technical specifications require for the make of the truck to be Toyota and nothing else, then
the Buyer may explicitly state that it looks to purchase Toyota trucks.14
Due to the above reasons Instruction 2 will not be included in the RFP. As earlier stated the
Buyer can ensure that the brand of the trucks are Toyota by requiring technical specifications
that can only be met by a Toyota manufacturer.
3. The Buyer wants the bidder to bear all risk of loss associated with the Equipment until
all Equipment is delivered. The Buyer also wants the bidder to be responsible for all
government permits, licenses and approvals and wants your guidance on which
INCOTERM should be used.
Instruction 3 raises no concern with regards to its legality or sustenance in law. It does however,
require expansion on the terms contained within it to allow for an understanding between Buyer
and supplier.
i) Bidder bears all risk until all product is delivered: It is an accepted norm for bidders and
suppliers to bear the responsibility for any loss or damage to the product. This responsibility
extends up to and including the time that the product is delivered to the Buyer. The Buyer is
advised to ensure that the successful bidder purchases Commercial General Liability insurance
issued on an occurrence basis for an amount not less than $4,000,000 per occurrence for any
negligent acts or omissions by the supplier. Such insurance shall include, but is not limited to,15
bodily injury, death and property damage including loss of use; premises, property and
operations liability; products and broad form completed operations liability; blanket contractual
liability; cross liability; severability of interest clause; contingent employers liability; personal
injury liability; owner’s and contractor’s protective coverage; non-owned automobile liability;
broad form property damage; employees as additional insured and occurrence property
damage.16
ii) As a part of the procurement process that bidder must ensure that it can obtain any and all
government permits, licences and approvals for the Equipment it is supplying to Sierra Leone.
These documents must be transferred with the equipment to the Buyer upon the delivery date as
set by the Buyer.
iii) The bidder shall use the INCOTERM DDP (Delivered Duty Paid). This INCOTERM ensures
that the supplier bares all responsibly and cost associated with the delivery of the product to the
Buyer. Costs and responsibilities associated with DDP terms include paying duties, taxes,
obtaining authorizations from the country it’s delivering to and clearing customs in the Buyers
North American Free Trade Agreement, Chapter 10, Article 1007, paragraph 3.14
General Terms and Conditions, 2015, City of Ottawa, S. 2.27.1.15
Ibid16

4. country. The supplier is not responsible for unloading. The DDP requires insurance for both the
Buyer and supplier.17
See Supplier Arrangement Agreement: 8.2, 8.3, 8.4, 8.5, 8.6, 15.1 and 15.2.
4. The Buyer instructs you to publish the RFP documents in English only and wants the
governing law for the RFP to be the laws of the Republic of Slovenia.
The RFP will be in English as that is the first language in both Canada and Sierra Leone.
See: 6.2(c).
The governing law for the RFP will be the laws and procurement rules found in NAFTA.
See: 12.1. See Supplier Arrangement Agreement: 23.1.
5. The Buyer does not want the obligation to pay for the vehicles to be triggered until the
vehicles are delivered unless you think milestone payments are better in this type of
transaction.
Instruction 5 is neither viable or advantageous for the Buyer. Most vehicle transactions have
milestone payments and phased deliveries. For instance, you commit to buying 8 trucks in phases
of two. If you commit to 8 trucks in one payment then you have to buy them all regardless of the
condition and quality of build. If you commit to buying x amount up to a total of x, then you can
get a few and determine if they are of sufficient quality to continue the purchase. You have no
chance to iron out deficiencies if you accept all of the trucks at once, and what you actually get
versus what was in a proposal is often very different. At the same time I would only pay for each
respective vehicle after delivery and acceptance of the goods, meaning they have passed an
inspection and everything is in accordance with what was stipulated in the specifications.
In addition, each milestone payment shall be subject to a 20% holdback to ensure that the
entirety of the purchase runs as per the Buyer’s instructions. The supplier shall receive the18
holdback amount from each payment as a lump sum upon the completion of its contract with
Global Affairs Canada.
See Supplier Arrangement Agreement: 7.1(a)(b), 10.1, 10.2 and 10.3.
International Chamber of Commerce, The Incoterm Rules, obtained on: March 5, 2016. http://www.iccwbo.org/17
products-and-services/trade-facilitation/incoterms-2010/the-incoterms-rules/
Progress Payments, Government of Canada, 2012, obtained on: March 5, 2016. https://buyandsell.gc.ca/policy-18
and-guidelines/supply-manual/section/4/70/30/15

5.
REQUEST
FOR
PROPOSAL
CANADIAN COMMERCIAL CORPORATION (CCC)
SIERRA LEONE­PICKUPS
FOR:
CANADIAN GOVERNMENT DEPARTMENT (BUYER)
PICKUP TRUCKS TO SIERRA LEONE
BID CLOSING:
25 December, 2016, 6:00PM EST
1
1

6.
TABLE OF CONTENTS
SECTION 1: INSTRUCTIONS TO BIDDERS
1. SUBJECT
2. DESCRIPTION OF GOODS
3. SOURCE OF FUNDS
4. CONTRACTING AUTHORITY
5. ELIGIBILITY OF BIDDERS
6. SUBMISSION OF PROPOSALS
7. COST OF BIDDING
8. EVALUATION AND AWARD
9. ACCEPTANCE OF AWARD
10. NOTIFICATION OF AWARD
11. ENQUIRIES
12. APPLICABLE LAW
SECTION 2: REQUIREMENTS
13. REQUIREMENTS
14. PRICING GUIDELINES
15. FINANCIAL CAPABILITY
16. RESPONSIVENESS
17. RESERVATION OF RIGHTS BY CCC
18. RESTRICTION ON SUBMITTALS
19. NON­COLLUSION
ANNEX “A”: STATEMENT OF WORK, PRICING TABLES, OPTIONS AND BID
EVALUATION CRITERIA
ANNEX “B”: SUPPLY ARRANGEMENT AGREEMENT
ANNEX “C”: BID EVALUATION GRID
ANNEX “D”: BIDDER CERTIFICATION
2

7.
SECTION 1: INSTRUCTIONS TO BIDDERS
1. SUBJECT
1.1 This section provides general instructions for the Bid Solicitation in the form of
a Request for Proposals for the purchase of pickup trucks which are to be
delivered to the capital city of Freetown, Sierra Leone.
2. ​DESCRIPTION OF GOODS
2.1 Bidders are requested to quote on all products and services as specified in
the Statement of Work and Pricing Table in Annex “A” hereto attached.
3. SOURCE OF FUNDS
3.1 The funding is provided by the Buyer.
3.2 The Canadian Commercial Corporation (CCC) is the administrator of the
funds for this project.
4. CONTRACTING/SIGNING AUTHORITY
4.1 The CCC, under a Memorandum of Understanding with the (Buyer), will be
initiating the supply activities for this Project.
Therefore, the Contracting Authority for the Contract is:
Canadian Commercial Corporation
50 O’Connor Street, 11​th​
Floor
Ottawa ON K1A 0S6
Where the successful bidder is a non­Canadian Supplier, the Contract will be
signed by the (Buyer). In the event the successful bidder is a Canadian
Supplier, the Contract will be signed by the Canadian Commercial
Corporation.
5. ELIGIBILITY OF BIDDERS
5.1 Invitation for bids is open to all Suppliers of the goods requested in the
Statement of Work (SOW) of Annex “A”;
5.2 Must comply with all mandatory requirements in Article 1 of ANNEX “C”.
3

8.
6. SUBMISSION OF PROPOSALS
6.1 Proposals must meet all mandatory requirements associated with this RFP.
Non­compliance with any mandatory requirements will result in the rejection
of the quote.
6.2 Proposals are to be submitted in the following format:
(a) Submitted electronically in PDF form;
(b) Not exceeding 30 pages in length;
(c) Received in English only.
6.3 Proposals are to be submitted via email to the following address:
Canadian Commercial Corporation: ​Procurement@ccc.ca
6.4 All submissions will be considered irrevocable and binding for a period of 90
days
7. COST OF BIDDING
7.1 Bidder assumes all liability for costs associated with their involvement in the
RFP process.
7.2 Deposit in the form of a bid bond valued at 10% of Suppliers total bid is
required.
8. EVALUATION AND AWARD
8.1 The evaluation of the proposals will be conducted in conjunction with ANNEX
“C” and will be based on the following:
Mandatory requirements​:
(a) Submitted electronically in English in PDF form, not exceeding 30 pages;
(b) All bids must be received in Canadian currency;
(c) Suppliers are responsible for all risks and benefits associated with currency
fluctuation;
(d) Bidder must submit documentation to demonstrate their ability to perform the
contract in the form of:
(i) Proof of commercial general liability insurance;
(ii) Pertinent authorization and customs documents;
(iii) Pertinent licenses;
(iv) Bid bond valued at 10% of Supplier’s total bid;
(v) Completed confidentiality agreement
(vi) Documentation of References
4

9.
(e) Must meet all technical specification requirements listed below:
(i) All equipment is to be new at the time of purchase, with vehicles
having less than 500 km on their odometers;
(ii) ​Engine size is to be 6 cylinder 4.2L or greater;
(iii) Suspension type is to be heavy duty;
(iv) The vehicles are to operate using diesel fuel;
(v) The vehicles are to be white in color;
(vi) ​The bidders are required to provide a minimum one year warranty.
(vii) Vehicles for Sierra Leone are to have left hand drive steering.
Rated requirements​:
(a) Bidder has experience shipping to Sierra Leone;
(b) Price of bid.
9.​ ​ACCEPTANCE OF AWARD
9.1 Submission of the proposal shall be deemed an agreement by the proponent
that if awarded the contract, the proponent will deliver the required goods in
accordance with the contract.
10. NOTIFICATION OF AWARD
10.1 The successful proponent will be notified via a​ Letter of Acceptance,​ which
formally notifies the Supplier of contract award for all specified services.
11. ENQUIRIES
11.1 Any enquiries pertaining to this RFP must be addressed only to the individual
named in Article 11.2 and must be received before December 23, 2016
otherwise a response may not be provided.
11.2 All enquiries must be made via email and addressed to: ​Procurement@ccc.ca
Attention: Alex Jeglic
12 APPLICABLE LAW
12.1 This RFP and the resulting contract, if any, shall be governed and interpreted
in accordance with the Federal laws enforced in Canada, unless otherwise
negotiated in the contract.
SECTION 2: REQUIREMENTS
5

10.
13. REQUIREMENTS
13.1 Item Description:
Vehicles and equipment are to be supplied in accordance with Statement of
Work and Pricing Tables as per Annex “A”.
13.2 Quantity:
i) 8 Pick­up trucks;
ii) 12 GP360 VHF Radios;
iii) 12 Vehicle Mounted GPS Sets;
iv) 200 Large Traffic Cones.
14. PRICING GUIDELINES
14.1 Bidders are requested to quote on all products and services as specified in
the Statement of Work and Pricing Table in Annex “A” hereto attached.
15. FINANCIAL CAPABILITY
15.1 Financial capability will be captured in the form of a Bid Bond to ensure that
the Supplier is financially qualified to undertake the project. A Bid Bond will be
deposited in the amount of 10% of the contracts total amount when the
Supplier places a bid for the tender. This confirm that the bidder is financially
qualified to undertake the project and committed to carrying out the contract
upon award.
16. RESPONSIVENESS
16.1 Proposals that are qualified with conditional clauses or that include
alterations, items not called for in the RFP documents, or irregularities of any
kind, may be considered non­responsive and may be rejected by CCC in its
sole discretion.
17 RESERVATION OF RIGHTS BY CCC
17.1 The CCC reserves the rights to:
(a) Waive any defect, irregularity or informality in any RFP procedure;
(b) Reject any or all submittals;
(c) Amend a proposal prior to opening date to extend or make changes to
specifications;
6

11.
17.2 CCC reserves the right to cancel the tendering process with no liability for any
party in the circumstances where all compliant bids are higher than the
Buyer’s budget.
17.3 In the event of a sole compliant bidder, CCC reserves the right to engage in
3rd party price fairness analysis.
18 RESTRICTION ON SUBMITTALS
18.1 A bidder shall submit only one (1) quote. If a bidder submits multiple
proposals, such bidder may be immediately disqualified, and no consideration
may be given to any of the proposals submitted by that bidder.
19 NON­COLLUSION
19.1 Any evidence of agreement or collusion among bidders and prospective
bidders acting to illegally restrain freedom of competition by agreement to bid
a fixed price, or otherwise, will render the proposals of such bidders void.
ANNEX “A”
7

12.
Statement of Work, Pricing Tables, OPTIONS AND BID
EVALUATION CRITERIA
STATEMENT OF WORK (SOW)
1 ESTIMATED QUANTITIES OF EQUIPMENT TO BE PURCHASED
The estimated quantities of items to be purchased are as follows:
Item Extended Description Sierra Leone Total
Pickup Trucks Pickup Truck 8 8
GP360 VHF Radios VHF Handheld Radios 12 12
Vehicle Mounted
GPS Sets
Global Positioning
System Equipment
12 12
Large Traffic Cones Traffic Cones for Driver
Training Exercises
200 200
2 TECHNICAL REQUIREMENTS
Technical specifications
(a)​ ​All equipment is to be new at the time of purchase, with vehicles having less than 500 km
on their odometers;
(b)​ ​Engine size is to be 6 cylinder 4.2L or greater;
(c)​ ​Suspension type is to be heavy duty;
(d)​ ​The vehicles are to operate using diesel fuel;
(e)​ ​The vehicles are to be white in color;
(f)​ ​The bidders are required to provide a minimum one year warranty.
(g)​ ​Vehicles for Sierra Leone are to have left hand drive steering;
(h)​ ​Additional optional items, which CCC would like bidders to price separately, are attached
to this Annex.
Operator and maintenance manuals and spare parts catalogue
There is a requirement that operator and maintenance manuals for each model be provided
to Sierra Leone, in English.
3 DELIVERY REQUIREMENTS
8

13.
The vehicles purchased under this SOW are to be delivered directly from the bidder to the
capital city of Sierra Leone.
Buyer/CCC are in discussions with the two nations concerning designating a point of contact
within their nations to receive the material being shipped to their nations, as well as the exact
timings when the deliveries will be required. CCC will provide the contact name and delivery
timings for each nation during the period of contract performance.
The bidder will also be responsible for the de­preservation of the vehicles at the destination
should this be required.
4 TABLE 1 – CAD Pricing Table
Item Quantity Price (CAD$)
Pick­up Truck 8
$________
GP360 VHF
Radios
12
$________
Vehicle
Mounted GPS
Sets
12
$________
Large Traffic
Cones
200 $________
Total
$________
5 BID EVALUATION CRITERIA
CCC will conduct the bid evaluation based on the following rated criteria:
9

14.
Serial Description Maximum Points
1 Fuel Economy
4
2 Safety Features 15
3 Audio System 6
4 Climate System 10
5 Drive System 10
6 Warranty 10
7 Price 40
8 Shipping Experience 5
​Total 100
ANNEX “B”
10

15.
SUPPLY ARRANGEMENT AGREEMENT
No.:​ xxxxxxxx
CCC Project No. SIERRA LEONE­PICKUPS
THIS Agreement made the day of , 2016.
BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF CANADA, ​herein
represented by the (BUYER))
AND:
____________________________., ​company incorporated pursuant
to the laws of ___________________________, having its head office
in the City of _______________, ______________, (“the Supplier”)
WHEREAS ​Buyer is responsible for the assistance, often in the form of in­kind contributions
of goods, services, and equipment, will be delivered to foreign recipients to enable those
recipients to respond to civilian protection, conflict prevention and stabilization initiatives in
fragile and failed states;
AND WHEREAS​ Buyer has entered into a Memorandum of Understanding (“MOU”) with the
Canadian Commercial Corporation (“CCC”), a federal Crown corporation, setting out their
collaboration in delivering the aforementioned assistance in a “whole­of­government”
manner;
AND WHEREAS​ CCC has been tasked to enter into a Supply Arrangement Agreement for
the acquisition of vehicles and equipment required to support Canada’s commitment to
provide equipment and materiel support to various African countries in support of police
training activities for Sierra Leone;
AND WHEREAS​ the Supplier has agreed to provide the aforesaid equipment and/or
services;
NOW THEREFORE, ​in consideration of the mutual covenants and subject to the terms and
conditions hereinafter set forth, Buyer and the Supplier (hereinafter collectively referred to as
the “Parties”) agree as follows:
11

16.
1 SUBJECT MATTER OF THIS SUPPLY ARRANGEMENT AGREEMENT
1.1 This Agreement provides for the facilitation of CCC’s acquisition of vehicles
and equipment from the Supplier, and the subsequent delivery of said
vehicles and equipment to Freetown, Sierra Leone.
2 AGREEMENT DOCUMENTS
2.1 This Agreement is composed of the following documents and shall be
interpreted in the following order of precedence:
(a) Supply Arrangement Agreement containing Articles l to 32.
(b) Annex “A” ­ Equipment Requirements (do not need to include for the drafting
assignment)
(c) Annex “B” ­ Equipment Acceptance Certificate (do not need to include for
the drafting assignment)
3 EFFECTIVE DATE OF THIS AGREEMENT
3.1 This Supply Arrangement Agreement shall become effective on date of
contract signing (Effective Date) . If signed on different dates then the
Effective Date shall be the date of the last Party signature.
4 INDEMNIFICATION
4.1 In regards to this Agreement, the Supplier hereby agrees to indemnify and
hold harmless Buyer from and against any loss, liability, costs, claims,
demands, proceedings, taxes, charges, fines, sanctions, penalties and
expenses of whatsoever nature or kind, arising, suffered or incurred by Buyer
and/or CCC as a result of any property damage or any other types of damage
attributable to the Supplier, its employees, its subcontractors or any other
affiliated parties directly arising from this Agreement.
5 SUPPLIER REPRESENTATION
5.1 The Supplier represents and warrants that it has the personnel, experience,
qualifications, facilities and all other skill and resources to perform its
obligations under the Agreement.
5.2 Any breach of the Supplier representation in Article 5.1 shall entitle​ ​Buyer or
CCC to terminate the Agreement for default by the Supplier, and to recover
damages from the Supplier, including re–supply costs arising out of such a
termination.
12

17.
6 PRICE
6.1 Compliant bidders are to finalize all pricing within their proposal in Canadian
dollars.
6.2 Price will be rated out 40 points to show that the Buyer values the best
possible price for providing all requested trucks and equipment above all
other criteria.
6.3 Prices will remain valid for the duration of the Agreement.
7 TERMS OF PAYMENT
7.1 Milestone payments will be made to Suppliers in the event of a compliant
tender:
(a) A milestone payment will be made out to the Supplier with each
phased delivery (See 10.1 and 10.2).
(b) Each milestone payment shall be subject to a 20% holdback to ensure
that the entirety of the purchase runs as per the Buyer’s instructions. The
Supplier shall receive the holdback amount from each of the first three
phased deliveries and milestone payments as a lump sum upon the fourth
and final delivery. The fourth phased delivery marks the conclusion of the
Suppliers contract with Global Affairs Canada.
8 TITLE AND RISK
8.1 The title and risk of loss of the goods shall not pass to Buyer until Buyer
actually receives and takes possession of the goods at the point or points of
designated delivery.
8.2 Supplier is responsible for any and all risks associated with:
(a) Currency fluctuations;
(b) Customs clearance process;
(c) The production of the Equipment; and
(d) The delivery and shipment of the Equipment
8.3 The Supplier shall obtain the following:
(a) The bidder shall use the INCOTERM DDP (Delivered Duty Paid).
8.4 By using the INCOTERM, DDP, the Supplier bares all responsibly and cost
associated with the delivery of the product to the Buyer. Costs and
responsibilities associated with DDP terms include:
(a) Paying duties, taxes, obtaining authorizations from the country it’s
delivering to and clearing customs in the Buyer’s country.
13

18.
(b) Clearing the goods through customs in the Buyer's country, including
both paying the duties and taxes, and obtaining the necessary
authorisations and registrations from the authorities in that country.
(c) The Buyer is responsible for unloading.
(d) The DDP requires insurance for both the Buyer and Supplier.
8.5 The Supplier shall obtain the following:
(a) Commercial General Liability Insurance
8.6 The Commercial General Liability Insurance shall cover and include the
following terms and conditions:
(a) The Insurance shall be issued on an occurrence basis for an amount
not less than $4,000,000 per occurrence for any negligent acts or
omissions by the Supplier.
(b) Such insurance shall include, but is not limited to, bodily injury, death
and property damage including loss of use; premises, property and
operations liability; products and broad form completed operations
liability; blanket contractual liability; cross liability; severability of interest
clause; contingent employers liability; personal injury liability; owner’s and
contractor’s protective coverage; non­owned automobile liability; broad
form property damage; employees as additional insured and occurrence
property damage.
9 ASSIGNMENT AND SUBCONTRACTING
9.1 The Supplier shall not assign the Agreement​ ​or subcontract any of the
obligations​ ​without the prior written consent of Buyer and any assignment or
subletting made without such consent shall be of no effect.
9.2 In the event that BUYER consents to any assignment or subcontracting, the
Supplier agrees to bind each assignee or subcontractor by the terms of the
Agreement. No assignment or subletting shall relieve the Supplier from any of
its obligations under the Agreement​ ​or impose any liability upon Buyer and
CCC.
9.3​ ​Subject to the preceding provisions of this Article, the Agreement​ ​shall inure to
the benefit of and shall be binding upon the successors and assigns of the
Supplier, respectively. BUYER or CCC may, at its discretion, require the
Supplier to provide from time to time evidence that its accounts with its
subcontractors and Suppliers are current with respect to its own terms of
payment with such subcontractors and Suppliers.
10 ​DELIVERY SCHEDULE
14

19.
10.1 The Supplier shall ensure that all Equipment, as defined in Annex “A”, will be
made by phased deliveries to the consignee in the capital city below as
follows:
∙​ ​Freetown, Sierra Leone:
June 1, 2017: First Delivery
June 29, 2017: Second Delivery
July 27, 2017: Third Delivery
August 24, 2017: Final Delivery
10.2 Each phased delivery shall include:
i) Two trucks
ii) Three GP360 VHF Radios
iii) Three Vehicle Mounted GPS Sets
iv) Fifty Large Traffic Cones
10.3 Each phased delivery will be met with a milestone payment subject to 7.1.
10.4 Any anticipated deviation from this delivery schedule is to be
communicated immediately by the Supplier directly to​ ​CCC.
10.5 The Supplier understands and agrees that failure to deliver the Equipment in
accordance with the delivery schedule shall, subject to an Excusable Delay as
defined in Article 11, constitute a fundamental breach of the Agreement​ ​and
Buyer may proceed in accordance with Article 19 of this Agreement.
11 EXCUSABLE DELAYS
11.1 A delay in the performance by the Supplier of any of its obligations under this
Agreement which is caused solely by an event that:
(i) was beyond the reasonable control of the Supplier, not including delays
specific to obtaining financing, a contracting permit or an export permit from
the recipient countries;
(ii) could not reasonably have been foreseen;
(iii) could not reasonably have been prevented by means reasonably
available to the Supplier; and
(iv) occurred without the fault or neglect on the part of the Supplier; shall
constitute an "Excusable Delay", provided that the Supplier has promptly
notified CCC in that regard in accordance with Article 11.2 below.
11.2 The Supplier shall notify CCC promptly upon the occurrence of an event
giving rise to an Excusable Delay, with full particulars of the facts involved,
together with a clear "work­around" plan, for CCC’s approval, containing in
detail the commercially reasonable efforts that the Supplier proposes to take
in order to minimize any adverse effects of such event of Excusable Delay.
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20.
The Supplier shall thereafter carry out the "work­around" plan as approved by
CCC.
11.3 In the event of an Excusable Delay, any delivery date or other date that is
directly affected shall be postponed for a reasonable time, not to exceed the
period of the Excusable Delay, taking into account the work­around plan
approved. Should an event of Excusable Delay prevent Buyer from meeting
its commitment, then Buyer, reserves the right to terminate the Agreement for
convenience as set out in Article 20.
11.4 Buyer shall not be liable for any costs or charges of any nature incurred by
the Supplier or any of its Subcontractors or agents as a result of an
Excusable Delay.
12 SHIPPING, PACKING AND MARKING INSTRUCTIONS & LABELS
12.1 The Supplier shall be responsible to arrange for the shipment of the
Equipment for delivery to the consignee in the capital cities as indicated in
Article 13.
12.2 Packaging must take place in accordance with all national and international
regulatory requirements.
12.3 The Equipment is to be packed in appropriate packaging and clearly marked
for safe transit, bearing the name and address of the Consignee, as set out in
Article 13.
12.4 Five (5) days prior to shipment of the Equipment, the Consignee, as set out in
Article 13, is to be notified of the:
(i) Mode and reference number of shipment
(ii) Expected date and place of arrival
(iii) Description of the Equipment being shipped
(iv) CCC Project Number and Buyer reference number
13 CONSIGNEE
13.1 The Consignee for this order will be: Global Affairs Canada
FREETOWN, SIERRA LEONE:
Consignee:​ Government of Sierra Leone
14 QUALITY CONTROL, INSPECTION AND TESTING
14.1 Buyer, CCC or any other authorized representative shall have
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21.
access to the Supplier’s plant or premises where the work is being performed during
usual business hours and subject to one (1) day notice to the Supplier, subject to:
(i)​ ​the policies and procedures regarding safety and security; and,
(ii)​ ​the progress of the work of the Contractor not be unreasonably disrupted.
14.2 All Equipment, which constitutes the subject matter of this Agreement, shall
be subject to an inspection by Buyer, CCC​ ​or any other authorized
representative(s).
14.3 Buyer, CCC or any other authorized representative(s) reserve(s) the right to
reject any Equipment which does not conform to the required technical
specifications, as set out in Annex “A” to this Agreement. At its option, Buyer,
CCC or their authorized representative(s), may require that the Supplier
forthwith, at its own expense, make good any Equipment which does not
conform to the technical specifications.
15 PERMITS AND LICENCES
15.1 Supplier is responsible for procuring and possessing all relevant and
necessary permits and licenses.
15.2 The Supplier is responsible for delivering the documents found in 15.1. These
documents must be transferred with the equipment to the Buyer upon the
delivery date as set by the Buyer.
16. DOCUMENTATION/INVOICING INSTRUCTIONS:
16.1 (i) For payment pursuant to Article 7.3, the Supplier shall submit the following
documentation:
(a)​ ​Commercial invoice
(b)​ ​Packing list
(c)​ ​Full set clean on board ocean bill of lading or airway bill, as
appropriate
(d) Insurance Policy or Certificate of Insurance payable to the order of
the Canadian Commercial Corporation
(e)​ ​Signed Equipment Acceptance Certificate (Annex “C”)
(ii) The distribution of the documents shall be made as follows:
(a) One original of each of the documents to be couriered to the
respective Notify Party in Article 13.1;
(b) All other remaining originals to be submitted for payment to CCC; and
(c) Copy of the full set to be faxed to CCC
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22.
17 LIMITATION OF LIABILITY
17.1 Supplier assumes all associated risks and costs inherent to the execution of
this Supply Arrangement Agreement until the terms of the Agreement have
been fulfilled.
17.2 All liability of costs arising from customs clearance processes in the ports of
Sierra Leone shall fall upon the bidder.
18 LIQUIDATED DAMAGES
18.1 If the Supplier fails to deliver the equipment within the time specified in Article
10.1, the Supplier shall pay Buyer liquidated damages of 0.5% of the total
value of the delayed equipment per calendar day of delay.
18.2 If Buyer terminates this contract in whole or in part under Article 19, the
Supplier is liable for liquidated damages accruing until Buyer reasonably
obtains delivery of similar Equipment. These liquidated damages are in
addition to Article 19.1(d) under the Termination clause.
18.3 The Supplier will not be charged with liquidated damages when the delay in
delivery or performance is beyond the control and without the fault or
negligence of the Supplier as defined in Article 11.
19 TERMINATION FOR DEFAULT
19.1 In case the​ ​Supplier is in default under this Agreement,​ ​Buyer may, through
CCC, after giving the Supplier notice in accordance with Article 28 below, and
without prejudice to any other rights and remedies, exercise one or more of
the following rights:
(a) Obtain all or part of the undelivered equipment from other sources;
(b) Refuse to sign any acceptance certificates;
(c)​ ​Terminate this Agreement;
(d)​ ​Claim damages resulting from the default, including any consequential
damages, such as excess and/or additional cost of re­procuring the
Equipment from other Suppliers.
19.2 The following shall constitute default by the Supplier:
(a) A breach of the terms of this Agreement; or
(b) Bankruptcy or insolvency of the​ ​Supplier.
19.3 Buyer shall, through CCC, by written notice, notify the Supplier of its intention
to exercise any or some of the rights listed in Article 19.1. The Supplier shall
have three (3) calendar days to respond from the date of the notice to explain
how it proposes to remedy the default. If Buyer, through CCC, receives no
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23.
response within the three (3) days, or if the response is not acceptable to
Buyer,​ ​Buyer may, by further written notice through CCC, exercise its rights
as of the date of such further notice.
20 TERMINATION FOR CONVENIENCE
20.1 Notwithstanding anything contained in the Agreement, Buyer may, at any time
prior to the delivery of the Equipment, by giving notice to the Supplier through
CCC (in this Article sometimes referred to as a "termination notice"),
terminate the Agreement as regards all or any part of the Equipment not
delivered. Upon a termination notice being given, the Supplier shall
immediately cease work (including the manufacture and procuring of
materials for the fulfilment of the Agreement) in accordance with and to the
extent specified in the notice, but shall proceed to complete such part or parts
of the Equipment as are not affected by the termination notice. Buyer may,
through CCC, at any time or from time to time, give one or more additional
termination notices with respect to any or all parts of the Equipment not
terminated by any previous termination notice.
20.2 In the event of a termination notice being given pursuant to Article 20.1, the
Supplier shall be entitled to be paid, to the extent that costs have been
reasonably and properly incurred for purposes of performing the Agreement
and to the extent that the Supplier has not already been so paid or
reimbursed by Buyer through CCC:
(a) On the basis of the Agreement price, for all completed work that is
inspected and accepted in accordance with the Agreement, whether
completed before, or after and in compliance with the instructions
contained in, the termination notice;
(b) The cost to the Supplier for all work terminated by the termination
notice before completion; and
(c) All costs of and incidental to the termination of the Agreement or part
thereof, including the cost of cancellation of obligations incurred by the
Supplier with respect to the terminated work or part thereof, the cost of
and incidental to the taking of an inventory of materials, components,
work‑in‑process and finished work on hand related to the Agreement at
the date of the termination.
20.3 Notwithstanding anything in Article 20.2, the total of the amounts to which the
Supplier is entitled under subparagraphs 20.2 (a) to (c) inclusive, together
with any amounts paid or due or becoming due to the Supplier under other
provisions of the Agreement, shall not exceed the Price or the portion thereof
that is applicable to the part of the Equipment that is terminated, and shall not
exceed the proportion of the price quoted by the Supplier for all of the
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Equipment that is reasonably attributable to the proportion of the work
performed to the effective date of the termination.
20.4 In the supply of materials and supplies required for the performance of the
Agreement and in the subcontracting of any of the Equipment, the Supplier
shall, unless otherwise authorized by CCC, place purchase orders and
subcontracts on terms that will enable the Supplier to terminate the same
upon terms and conditions similar in effect to those provided in this Article
and, generally, the Supplier shall co‑operate with CCC and do everything
reasonably within its power at all times to minimize the amount of Buyer's
obligations in the event of a termination under this Article.
20.5 The Supplier shall have no claim for damages, compensation, loss of profit,
allowance or otherwise by reason of, or directly or indirectly arising out of, any
action taken or termination notice given by Buyer through CCC under Article
20.1, except to the extent that Articles 20.2 to 20.4 expressly provide.
21 WARRANTY
21.1 The Supplier warrants all Equipment to be free from defects in material,
workmanship and construction and that when used in accordance with their
intended use as stated in this Agreement, the Equipment will perform to
applicable specifications for a period of 12 months after shipment.
21.2 If examination by Buyer or CCC discloses that the product has been
defective, then the Supplier must repair or replace, at Buyer or CCC’s option,
the defective unit or its components.
22 INTERNATIONAL SANCTIONS
22.1 In compliance with its international obligations or with United Nations
obligations, Canada imposes restrictions on trade, financial transactions or
other dealings with a foreign country or its nationals. These sanctions may be
implemented by regulation under the ​United Nations Act,​ the ​Special
Economic Measures Act (SEMA),​ or the ​Export and Import Permits Act.
22.2 The Supplier agrees that it will comply with any such regulations that are in
force on the effective date of the Agreement and will require such compliance
by its Subcontractors.
23 APPLICABLE LAWS
23.1 This Agreement shall be governed and interpreted in accordance with the
federal laws enforced in Canada unless otherwise negotiated in the contract.
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25.
24 DISPUTES UNDER THIS AGREEMENT
24.1 In the event of any dispute between the Supplier and DFAIT or CCC under
this Agreement, the Parties shall attempt to settle the matter amicably. In the
event that the matter is not so settled and either Party wishes to pursue the
matter further, it shall be referred to arbitration in Ottawa, Canada, in the
English language, in accordance with the Commercial Arbitration Act
(R.S.C.1985, c.17, 2nd Supp.). Any such arbitration decision shall be final
and binding upon both Parties.
25 ENTIRE AGREEMENT
25.1 This Agreement, and its Annexes, constitutes the entire agreement between
the Supplier and Buyer pertaining to the subject matter of this Agreement and
supersedes all previous negotiations and documents pertaining thereto.
26 CORRUPTION
26.1 No form of bribe, gift or inducement of any kind shall be accepted by any
party.
26.2 The Supplier warrants that no bribe, gift or other inducement has been paid,
promised or offered to any official or employee of Buyer, CCC or Her Majesty
in right of Canada for, or any other government official with a view to, the
entering into this Agreement.
27 PROJECT MANAGER
27.1 The BUYER project manager for this​ ​Agreement is: Mr. Alex Jeglic
27.2 The CCC project manager for this​ ​Agreement is: Mr. Aaron Rainey
28 NOTICES
28.1 Any notice to be given under this Agreement shall be given in the manner set
forth below.
28.2 Any notice hereunder​ ​shall be effectively given if sent by letter or by telegram,
postage prepaid or with charges prepaid as the case may be, by facsimile or
by electronic mail with return receipt. Notices sent by facsimile shall be
deemed to be received on the day they were sent. Notices sent by registered
mail shall be deemed to be received on the fifth business day after the date of
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26.
mailing. Notices sent by electronic mail with return receipt shall be deemed to
be received on the date they were opened by the recipient.
28.3 Notices shall be sent to:
(a) BUYER
With a copy to General Counsel
50 O'Connor Street, 11th Floor
Ottawa, Ontario, K1A 0S6
28.4 The above names, addresses, contact numbers may be changed by Notice.
28.5 The Supplier shall endeavour to always provide sufficient Notice of any matter
to Buyer through CCC.
29 PROGRESS REPORTS
29.1 The Supplier shall communicate to CCC in writing on a monthly basis, or
more frequently if CCC so requires, describing its progress under the
Agreement, including a full description of any actual or anticipated problems
or delays and the proposed resolution thereof. CCC may specify to the
Supplier the nature and content of these communications.
30 CONFIDENTIALITY
30.1 Each Party shall use all information regarding the other Party's business that
the other Party has identified as being of a proprietary or confidential nature,
solely for the purpose of this Domestic Contract. Such information shall be
kept confidential for an unlimited period of time and shall not be disclosed
except for the purpose of the Project, unless the prior written consent to
disclosure of the Party who has supplied the information is obtained or the
disclosure is legally required.
31 AMENDMENTS
31.1 The Agreement may not be amended, or modified, nor shall any of its terms
and conditions be waived, except by agreement in writing executed by both
the Supplier and Buyer and/or CCC.
32 WAIVER
32.1 A waiver of the breach of any provision of the Agreement shall not be binding
upon either Party, unless it is in writing and signed by the waiving Party and
delivered to the other Party. A waiver by a Party of any provision of this
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27.
Agreement shall not constitute a continuing waiver, or a waiver of one or any
of the other provisions, unless such waiver shall specifically provide
otherwise.
32.2 Payments to the Supplier shall not constitute evidence that the Supplier’s
related obligations under this Agreement have been performed.
SIGNATURES FOLLOW
COUNTERPART EXECUTION
This Supply Arrangement Agreement may be executed in any number of counterparts with
the same effect as if the parties had signed the same document. All counterparts shall be
construed together, and shall constitute one and the same agreement. The parties further
agree that a faxed signature shall be deemed to be and shall have the same effect as an
original signature.
IN WITNESS WHEREOF​ this Supply Arrangement Agreement has been executed by the
duly authorized officers of the parties.
HER MAJESTY THE QUEEN IN RIGHT OF CANADA:
By: _______________________________
Date: _______________________
THE SUPPLIER:
By: _______________________________
Date: _______________________
ANNEX “C”
BID EVALUATION GRID
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28.
COMPANY:
DATE:
EVALUATION COMMITTEE MEMBERS:
1​.​ Mandatory Requirements Compliance
(a) Bid
Submission
Submitted electronically via email by 6PM
EST on December 25th, 2016.
Y / N
(b) Bid Format Submitted in PDF format, not exceeding 30
pages in length.
Y / N
(c) Language Proposal received in English. Y / N
(d) Financial
Assurance
Bid bond​ deposited totalling 10% of
Suppliers total bid.
Y / N
(e) Technical
Specifications
​All equipment is to be new at the time
of purchase, with vehicles having less
than 500 km on their odometers
Y / N
(f) Engine ​Engine size is to be 6 cylinder 4.2L or
greater
Y / N
(g) Suspension Suspension type is to be heavy duty Y / N
(h) Fuel Type The vehicles are to operate using
diesel fuel
Y / N
(i) Vehicle Colour The vehicles are to be white in colour Y / N
(j) Position of
Steering
Wheel
Vehicles for Sierra Leone are to have left
hand drive steering
Y / N
(k) Vehicle 8 Pickup Trucks Y / N
(l) Handheld
Radio
12 GP360 ​VHF Radios Y / N
(m) GPS
Equipment
12 Vehicle Mounted GPS Sets Y / N
(n) Traffic Cones 200 Large Traffic Cones Y / N
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29.
2. Rated Requirements
*refer to Article 2.1 for scoring specifications
Score/
Maximum
Points
(a) Price Price Points = (Lowest Bid/Your Bid) x 40 /40
(b) Safety Features Standard airbags, blind spot detection,
anti­lock braking system
/15
(c) Climate System Air Conditioning, Heating system, auto
climate control, fan, heated seats
/10
(d) Drive System 4WD, AWD /10
(e) Warranty
Warranty length up to or exceeding 5
years
/10
(f) Shipping
Experience
Previous experience shipping to Sierra
Leone
/7
(g) Fuel Economy 28.8/mpg /5
(h) Audio System Speakers, Bluetooth capability,
CD/USB/MP3 Receiver
/3
TOTAL SCORE /100
2.1 Scoring Specifications
(a) The lowest bid price will be awarded 40 points, all other bid prices will be awarded
points based off of the following equation; Price Points = (Lowest Bid/Your Bid) x 40;
(b) Points will be allocated in 5 point increments for each safety feature that is included,
not exceeding 15 points in total;
(c) Points will be allocated in 2 point increments for each climate feature that is included,
not exceeding 10 points in total;
(d) 2 points will be awarded for trucks with AWD, 4 points will be awarded for trucks with
selectable AWD, 6 points will be awarded for trucks with 4WD and 10 points will be
awarded for trucks with selectable 4WD;
(e) Points will be allocated in 2 point increments for each year of warranty that is
included, up to 5 (or more) years though not exceeding 10 points in total;
(f) Supplier will either receive all 5 points, or 0 points, and points will be allocated if the
Supplier has previous shipping experience specifically to Sierra Leone;
(g) 5 points will be allocated if the Supplier provides pickup trucks in which are equal to
or exceeding the fuel economy threshold for trucks of (28.8/mpg);
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30.
(h) Points will be allocated in 1 point increments for each audio feature that is included,
not exceeding 3 points in total.
ANNEX “D”
BIDDER CERTIFICATION
1. The bidder hereby certifies:
1.1 To submit its Bid Form according to the instructions included in the RFP;
1.2 That it understands the requirements, terms and conditions of the RFP;
1.3 Their capacity to meet all of the requirements of the RFP;
1.4 That all the statements and representations made in this bid are true and
accurate to the best of Bidder’s knowledge;
1.5 By submission of the Bid Form, Bidder agrees that its bid, including the
Purchase Price included by Bidder in such Bid Form, shall be firm, irrevocable
and binding upon Bidder for a period of 90 days;
1.6 That if it is notified that it has been chosen as a winning Bidder:
(a) Bidder will execute the Standard Contract and;
(b) Purchase Price and all other components of the bid shall remain open, firm
and binding until this Purchase Price and other Bid information have been
reflected in a fully executed Standard Contract.
1.7 They will conduct themselves, and will instruct their employees, Contractors and
agents to conduct themselves, at all times during the performance and delivery
of services under any Contracts resulting from this RFP,in a ethical and
professional manner
1.8 They will refrain from any acts of agreement or collusion among bidders and
prospective bidders.
______________________________________________ ___________________
SIGNED BY AUTHORIZED SUPPLIER REPRESENTATIVE DATE
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31.
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