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 allowing 1

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 Buyer 2

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 leave 6

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

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 national 10

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

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

Ibid 16

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 the 18

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

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

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

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, 11th 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

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

(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

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

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

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

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

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

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

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

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

(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

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.

15

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

16

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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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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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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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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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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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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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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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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(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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