Standard Terms & Conditions of the Tender Process
Table of Contents
- General Information and Instructions
- Communication after Issuance of Tender
- Submission of Tenders
- Evaluation of Submissions
- Award of Contract
- Conflict of Interest and Prohibited Conduct
- Confidential Information
- Reserved Rights, Limitation of Liability and Governing Law
General Information and Instructions
I. ITT Incorporated into Tender
- All of the provisions of this ITT are deemed to be accepted by each Bidder and incorporated into each Bidder’s Tender. A Bidder who submits conditions, options, variations or contingent statements inconsistent with the terms set out in this ITT, including the terms of the Agreement in Appendix A, either as part of its Tender or after receiving notice of selection, may be disqualified. If a Bidder is not disqualified despite such changes or qualifications, the provisions of this ITT, including the Agreement set out in Appendix A, will prevail over any such changes or qualifications in the Tender.
II. Bidders to Follow Instructions
- Bidders should structure their Tenders in accordance with the instructions in this ITT. Where information is requested in this ITT, any response made in a Tender should reference the applicable section numbers of this ITT.
III. Tenders in English
- All Tenders are to be in English only.
IV. No Incorporation by Reference
- The entire content of the Bidder’s Tender should be submitted in a fixed form, and the content of websites or other external documents referred to in the Bidder’s Tender but not attached will not be considered to form part of its Tender.
V. References and Past Performance
- In the evaluation process, the City may include information provided by the Bidder’s references and may also consider the Bidder’s past performance or conduct on previous contracts with the City or other institutions.
- The City reserves the right to conduct a past performance evaluation of the submitted Tenders prior to award. If any of the Bidder(s) past performance is deemed unsatisfactory in the sole and unfettered discretion of the City, the Bidder(s) will be deemed non-responsible and disqualified.
VI. Information in Tender Only an Estimate
- The City and its advisers make no representation, warranty or guarantee as to the accuracy of the information contained in this ITT or issued by way of addenda. Any quantities shown or data contained in this ITT or provided by way of addenda are estimates only, and are for the sole purpose of indicating to Bidders the general scale and scope of the Deliverables. It is the Bidder’s responsibility to obtain all the information necessary to prepare a Tender in response to this ITT.
VII. Bidders to Bear Their Own Costs
- The Bidder shall bear all costs associated with or incurred in the preparation and presentation of its Tender, including, if applicable, costs incurred for interviews or demonstrations.
VIII. Tender to be Retained by the City
- The City will not return the Tender or any accompanying documentation submitted by a Bidder.
IX. Trade Agreements
- Bidders should note that procurements falling within the scope of the Agreement on Internal Trade (A.I.T.), the Trade, Investment and Labour Mobility Agreement (T.I.L.M.A.), the New West Partnership Trade Agreement (N.W.P.T.A.), the Canadian Free Trade Agreement (C.F.T.A.) and the Canada-European Union (EU) Comprehensive Economic and Trade Agreement (C.E.T.A.) are subject to those trade agreements, but that the rights and obligations of the parties shall be governed by the specific terms of this ITT.
X. No Guarantee of Volume of Work or Exclusivity of Contract
- The City makes no guarantee of the value or volume of work to be assigned to the successful Bidder. The Agreement will not be an exclusive contract for the provision of the described Deliverables. The City may contract with others for goods and services the same as or similar to the Deliverables or may obtain such goods and services internally.
Communication after Issuance of Tender
I. Bidders to Review Tender
- Bidders shall promptly examine all of the documents comprising this ITT, and
- shall report any errors, omissions or ambiguities; and
- may direct questions or seek additional information in writing by email to the ITT Contact on or before the Deadline for Questions. All questions or comments submitted by Bidders by email to the ITT Contact shall be deemed to be received once the email has entered into the ITT Contact’s email inbox.
- No such communications are to be directed to anyone other than the ITT Contact, and the City shall not be responsible for any information provided by or obtained from any source other than the ITT Contact.
- The City is under no obligation to provide additional information. It is the responsibility of the Bidder to seek clarification from the ITT Contact on any matter it considers to be unclear. The City shall not be responsible for any misunderstanding on the part of the Bidder concerning this ITT or its process.
II. All New Information to Bidders by Way of Addenda
- This ITT may be amended only by addendum in accordance with this section. If the City, for any reason, determines that it is necessary to provide additional information relating to this ITT, such information will be communicated to all Bidders by addenda. Each addendum forms an integral part of this ITT and may contain important information, including significant changes to this ITT. Bidders are responsible for obtaining all addenda issued by the City. In the Tender Form (Appendix B), Bidders should confirm their receipt of all addenda by setting out the number of each addendum in the space provided.
Submission of Tenders
I. Tenders to be Submitted on Time and at the Prescribed Location
- Tenders must be submitted at the location set out in Part 3 on or before the Submission Deadline. Tenders submitted after the Submission Deadline will be rejected. Onus and responsibility rest solely with the Bidder to deliver its Tender to the exact location (including floor, if applicable) indicated in the ITT on or before the Submission Deadline. The City does not accept any responsibility for submissions delivered to any other location by the Bidder or its delivery agents. Bidders are advised to make submissions well before the deadline. Bidders making submissions near the deadline do so at their own risk.
II. Tenders to be Submitted in Prescribed Format
- Bidders must submit tender submissions in accordance with the instructions set out in Part 3. If there is a conflict or inconsistency between the hard copy and the electronic copy of the Tender, the hard copy of the Tender shall prevail. Tenders should be prominently marked with the ITT title and number (see ITT cover page), with the full legal name and return address of the Bidder.
III. Amendment of Tenders
- Bidders may amend their Tenders prior to the Submission Deadline by submitting the amendment in a sealed package prominently marked with the ITT title and number and the full legal name and return address of the Bidder to the location set out above. Any amendment should clearly indicate which part of the Tender the amendment is intended to amend or replace.
IV. Withdrawal of Tenders
- Bidders may withdraw their Tenders prior to the Submission Deadline. To withdraw a Tender, a notice of withdrawal must be sent to the ITT Contact prior to the Submission Deadline and must be signed by an authorized representative of the Bidder. The City is under no obligation to return withdrawn Tenders.
V. Tenders Irrevocable after Submission Deadline
- Tenders shall be irrevocable for a period of 90 days running from the moment that the Submission Deadline passes.
VI. No Amendment to Forms
- Other than inserting the information requested on the mandatory submission forms set out in the ITT, a Bidder may not make any changes to any of the forms. Any Tender containing any such changes, whether on the face of the form or elsewhere in the Tender, may be disqualified.
Evaluation of Submissions
I. Stages of Evaluation
- The City will conduct the evaluation of Tenders in the following three stages:
- evaluation of mandatory submission requirements
- evaluation of mandatory technical requirements
- evaluation of submissions in accordance with the published criteria and weighting
II. Stage I – Mandatory Submission Requirements
- Stage I will consist of a review to determine which Tenders comply with all of the mandatory submission requirements. Tenders that do not comply with all of the mandatory submission requirements as of the Submission Deadline will, subject to the express and implied rights of the City, be disqualified and not evaluated further. The mandatory submission requirements are as set out in Part 3 – Tender Format, Content, Submission and Evaluation Information.
III. Stage II – Mandatory Technical Requirements
- Stage II will consist of a review to determine which Tenders comply with all of the mandatory technical requirements. Tenders that do not comply with all of the mandatory technical requirements as of the Submission Deadline will, subject to the express and implied rights of the City, be disqualified and not evaluated further. The mandatory technical requirements are listed in the Tender Specifications (Appendix C).
IV. Stage III – Criteria and Weighting Requirements
- Stage III will consist of a scoring of the submitted pricing of compliant Tenders in accordance with the evaluation criteria and weights set out in the Part 3 – Tender Format, Content, Submission and Evaluation Information. The evaluation of the submissions in accordance with the criteria and weights will be undertaken after the evaluation of mandatory requirements has been completed.
V. Verify, Clarify and Supplement
- When evaluating Tenders, the City may request further information from the Bidder or third parties in order to verify, clarify or supplement the information provided in the Bidder’s Tender. The response received by the City shall, if accepted by the City, form an integral part of the Bidder’s Tender.
VI. Mathematical Errors
- If there is a discrepancy found between the unit prices and the extensions or total amounts, the unit prices shall be considered as representing the intention of the Bidder and mathematical errors in the calculation of extensions and totals will be corrected on the basis of the unit prices.
VII. Selection of Successful Bidder
- Subject to the City’s reserved rights, the highest ranking compliant Bidder in accordance with Part 3 - Tender Format, Content, Submission and Evaluation Information. Evaluation Criteria will be selected as the successful Bidder, subject to the other terms and conditions in this tender document.
Award of Contract
I. Execution of Agreement, Notification and Debriefing
- Notice of selection by the City to the selected Bidder shall be in writing. The selected Bidder shall execute the Agreement in the form attached as Appendix A to this ITT and satisfy any other applicable conditions of this ITT within fifteen (15) days of notice of selection. This provision is solely for the benefit of the City and may be waived by the City.
- In addition to all other remedies available to the City, if a selected Bidder fails to execute the Agreement or satisfy any other applicable conditions within fifteen (15) days of notice of selection, the City may, without incurring any liability, withdraw the selection of that Bidder and proceed with the selection of another Bidder.
- Once the Agreement is executed by the City and a Bidder, the other Bidders will be notified directly in writing.
- Bidders may request a debriefing after receipt of a notification of the outcome of the procurement process. All requests must be in writing to the ITT Contact and must be made within sixty (60) days of such notification. The intent of the debriefing information session is to aid the Bidder in presenting a better Tender in subsequent procurement opportunities. Any debriefing provided is not for the purpose of providing an opportunity to challenge the procurement process or its outcome.
- If a Bidder wishes to challenge the ITT process, it should provide written notice to the ITT Contact. The notice must provide a detailed explanation of the Bidder’s concerns with the procurement process or its outcome. Written notice must be received by the City’s ITT Contact within ten (10) business days from the notification of award.
Conflict of Interest and Prohibited Conduct
I. Conflict of Interest
- For the purposes of this ITT, the term “Conflict of Interest” includes, but is not limited to, any situation or circumstance where:
- in relation to the ITT process, the Bidder has an unfair advantage or engages in conduct, directly or indirectly, that may give it an unfair advantage, including but not limited to (a) having, or having access to, confidential information of the City in the preparation of its Tender that is not available to other Bidders, (b) communicating with any person with a view to influencing preferred treatment in the ITT process (including but not limited to the lobbying of decision makers involved in the ITT process), or (c) engaging in conduct that compromises, or could be seen to compromise, the integrity of the open and competitive ITT process or render that process non-competitive or unfair; or
- in relation to the performance of its contractual obligations contemplated in the contract that is the subject of this procurement, the Bidder’s other commitments, relationships or financial interests (a) could, or could be seen to, exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement, or (b) could, or could be seen to, compromise, impair or be incompatible with the effective performance of its contractual obligations.
- For the purposes of section (i)(a) above, Bidders should disclose the names and all pertinent details of all individuals (employees, advisers, or individuals acting in any other capacity) who (a) participated in the preparation of the Tender; AND (b) were employees of the City within twelve (12) months prior to the Submission Deadline.
- Bidders shall not engage in any communications that could constitute a Conflict of Interest and should take note of the Conflict of Interest declaration set out in the Tender Form (Appendix B).
- The City may disqualify a Bidder for any conduct, situation or circumstances, determined by the City, in its sole and absolute discretion, to constitute a Conflict of Interest.
II. Prohibited Conduct
- The City may disqualify a Bidder, rescind a notification of selection or terminate a contract subsequently entered into if the City determines that the Bidder has engaged in any conduct prohibited by this ITT.
- Bidders shall not at any time directly or indirectly communicate with the media in relation to this ITT or any agreement entered into pursuant to this ITT without first obtaining the written permission of the ITT Contact.
- Bidders shall not, in relation to this ITT or the evaluation and selection process, engage directly or indirectly in any form of political or other lobbying whatsoever to influence the selection of the successful Bidder(s).
- Bidders shall not engage in any illegal business practices, including activities such as bid-rigging, price-fixing, bribery, fraud, coercion or collusion. Bidders shall not engage in any unethical conduct, including lobbying, as described above, or other inappropriate communications; offering gifts to any employees, officers, agents, elected or appointed officials or other representatives of the City; deceitfulness; submitting Tenders containing misrepresentations or other misleading or inaccurate information; or any other conduct that compromises or may be seen to compromise the competitive process provided for in this ITT.
- The City may reject a submission or prohibit a supplier from participating in a procurement based on inappropriate conduct in the current or a prior procurement process, including but not limited to the following:
- i) illegal or unethical conduct as described above;
- ii) the refusal of the supplier to honor submitted pricing or other commitments; or
- iii) any conduct, situation or circumstance determined by the City, in its sole and absolute discretion, to have constituted a Conflict of Interest.
I. The City’s Confidential Information and FOIPP
- All information provided by or obtained from the City in any form in connection with this ITT either before or after the issuance of this ITT:
- is the sole property of the City and must be treated as confidential;
- is not to be used for any purpose other than replying to this ITT and the performance of the Agreement;
- must not be disclosed without prior written authorization from the City; and
- shall be returned by the Bidder to the City immediately upon the request of the City.
- All Tenders submitted to the City become the property of the City in their entirety. Submissions and the information contained within will be held in confidence as much as is reasonably possible and subject to the disclosure provisions contained in the Freedom of Information and Protection of Privacy Act (FOIPP Act”).
- The successful Bidder acknowledges that the FOIPP Act applies to all information or Records, as defined in the FOIPP Act, which are collected or created for the purposes of this Contract and within the successful Bidder’s custody or control.
- The successful Bidder must make reasonable security arrangements to ensure that personal and other information protected under the FOIPP Act is secured against unauthorized collection, access, use, disclosure or destruction.
- The successful Bidder will promptly notify the City, no later than two (2) business days from the date that the successful Bidder becomes aware of the disclosure, of any collection, access, use, disclosure or destruction of information or Records contrary to the terms of this Contract, and promptly take all reasonable actions to prevent further unauthorized collection, access, use, disclosure or destruction.
- The successful Bidder agrees to provide written notice to the City within two business days of receiving a request for access to City information.
- The successful Bidder will provide to the City any or all records within its custody or control collected for or relating to this Contract within seven (7) days of the City’s written request and at the conclusion of this Contract will dispose of the records as directed by the FOIPP Act or the City’s authorized Records representatives.
- The successful Bidder will provide the City with the right to audit the security and privacy systems used by the successful Bidder to ensure that the City Information is secured, maintained in confidence and used only for the purposes of performing the work under this Contract.
Reserved Rights, Limitation of Liability and Governing Law
I. Reserved Rights
- The City reserves the right to:
- make public the names of any or all Bidders;
- make changes, including substantial changes, to this ITT provided that those changes are issued by way of addendum in the manner set out in this ITT;
- request written clarification or the submission of supplementary written information in relation to the clarification request from any Bidder and incorporate a Bidder’s response to that request for clarification into the Bidder’s Tender;
- assess a Bidder’s Tender on the basis of:
- a financial analysis determining the actual cost of the Tender when considering factors including quality, service, price and transition costs arising from the replacement of existing goods, services, practices, methodologies and infrastructure (howsoever originally established); and
- in addition to any other evaluation criteria or considerations set out in this ITT, consider any other relevant information that arises during this ITT process;
- reject a Tender that is incomplete, conditional, illegible, unbalanced, obscure, or that contains additions not called for, reservations, erasures, alterations, or irregularities of any kind;
- waive formalities and accept Tenders that substantially comply with the requirements of this ITT;
- verify with any Bidder or with a third party any information set out in a Tender;
- check references other than those provided by any Bidder;
- disqualify a Bidder, rescind a notice of selection or terminate a contract subsequently entered into if the Bidder has engaged in any conduct that breaches the process rules or otherwise compromises or may be seen to compromise the competitive process;
- disqualify a Bidder based on unsatisfactory past performance;
- select a Bidder other than the Bidder whose Tender reflects the lowest cost to the City;
- cancel this ITT process at any stage;
- cancel this ITT process at any stage and issue a new ITT for the same or similar deliverables;
- cancel the ITT process if no compliant Tenders are received and then:
- cancel the acquisition or project;
- immediately retender the acquisition or project (with or without significant scope changes);
- delay the acquisition or project and retender at a later time (with or without significant scope changes); or
- subject to internal approvals, directly award a contract with the same scope and budget to any supplier;
- accept any Tender in whole or in part;
- reject a Tender where that Tender is the only compliant Tender received; or
- reject any or all Tenders; and these reserved rights are in addition to any other express rights or any other rights that may be implied in the circumstances.
II. Limitation of Liabilities
- By submitting a Tender, each Bidder agrees that
- neither the City nor any of it employees, officers, agents, elected or appointed officials, advisors or representatives will be liable, under any circumstances, for any claim arising out of this ITT process including but not limited to costs of preparation of the Tender, loss of profits, loss of opportunity or for any other claim; and
- the Bidder waives any right to or claim for any compensation of any kind whatsoever, including claims for costs of preparation of the Tender, loss of profit or loss of opportunity by reason of the City’s decision not to accept the Tender submitted by the Bidder, to enter into an agreement with any other Bidder or to cancel this tender process, and the Bidder shall be deemed to have agreed to waive such right or claim.
III. Governing Law
- These Terms and Conditions of the ITT Process are intended to be interpreted broadly and independently (with no particular provision intended to limit the scope of any other provision);
- are non-exhaustive and shall not be construed as intending to limit the pre-existing rights of the City; and
- are to be governed by and construed in accordance with the laws of the province of Alberta and the federal laws of Canada applicable therein.
Last edited: September 22, 2017