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									Purchasing Services                              Request for Proposal No. MP6-029(IW)




                           REQUEST FOR PROPOSAL




            Project Title:      General Chemicals

            Project No.:        MP6-029(IW)

            Closing Time:       September 15, 2005 at 3:00PM (EDT)

            Issued on:          August 31, 2005




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  Purchasing Services                                                                                Request for Proposal No. MP6-029(IW)

                                                                     TABLE OF CONTENTS


1.0    PREAMBLE .................................................................................................................................................. 4
1.1    PURPOSE........................................................................................................................................................... 4
2.0    INFORMATION AND INSTRUCTIONS TO BIDDERS ......................................................................... 4
2.1    ISSUING OFFICE ................................................................................................................................................. 4
2.2    DEFINITIONS ..................................................................................................................................................... 4
2.3    KEY DATES ....................................................................................................................................................... 4
2.4    AGREEMENT ..................................................................................................................................................... 5
2.5    PRICING ............................................................................................................................................................ 5
2.6    BONUS DISCOUNTS AND /OR REBATES............................................................................................................... 5
2.7    DELIVERY TERMS ............................................................................................................................................. 5
2.8    DELIVERY ......................................................................................................................................................... 6
2.9    PACKAGING, PACKING SLIPS AND INVOICES ..................................................................................................... 6
2.10   MINIMUM ORDERS ........................................................................................................................................... 6
2.11   QUANTITIES ...................................................................................................................................................... 6
2.12   INQUIRIES ......................................................................................................................................................... 6
2.13   INFORMAL COMMUNICATIONS .......................................................................................................................... 7
2.14   FORMAL COMMUNICATIONS .............................................................................................................................. 7
2.15   PROPOSAL SUBMISSION ..................................................................................................................................... 7
2.16   CLOSING DATE AND TIME .................................................................................................................................. 8
2.17   OPENING OF PROPOSALS ................................................................................................................................... 8
2.18   TERM OF OFFER ................................................................................................................................................ 8
2.19   EVALUATION .................................................................................................................................................... 9
2.20   ADDITIONAL INFORMATION .............................................................................................................................. 9
2.21   ACCEPTANCE AND AWARD................................................................................................................................ 9
2.22   E-PROCUREMENT .............................................................................................................................................. 9

3.0    GENERAL TERMS AND CONDITIONS ................................................................................................ 10
3.1    SUPPLIER’S KNOWLEDGE ................................................................................................................................ 10
3.2    TERM OF AGREEMENT .................................................................................................................................... 10
3.3    CORE LIST ...................................................................................................................................................... 10
3.4    EXCLUSIVITY .................................................................................................................................................. 10
3.5    SUBSTITUTIONS .............................................................................................................................................. 10
3.6    TERMS OF PAYMENT....................................................................................................................................... 11
3.7    BILLING PROCESS ........................................................................................................................................... 11
3.8    RETURNED GOODS/RESTOCKING .................................................................................................................... 11
3.9    QUARTERLY REPORT REQUIREMENTS............................................................................................................. 11
3.10   CONFORMANCE TO STANDARDS AND WARRANTIES........................................................................................ 12
3.11   ACCEPTANCE OF PRODUCTS AND SERVICES .................................................................................................... 12
3.12   AUDIT ............................................................................................................................................................. 12
3.13   PRESENCE ON THE UNIVERSITY’S PREMISES ................................................................................................... 12
3.14   PARKING ON PREMISES ................................................................................................................................... 13
3.15   PUBLICITY ...................................................................................................................................................... 13
3.16   CONFIDENTIALITY........................................................................................................................................... 13
3.17   ADDITIONAL SUPPLIER OBLIGATIONS ............................................................................................................. 13
3.18   HEALTH AND SAFETY REGULATIONS ............................................................................................................... 14
3.19   SIMDUT/WHMIS DOCUMENTATION............................................................................................................. 14
3.20   SAFETY ........................................................................................................................................................... 14
3.21   DANGEROUS GOODS ....................................................................................................................................... 14
3.22   INSURANCE..................................................................................................................................................... 14
3.23   LICENSES AND PERMITS .................................................................................................................................. 15
3.24   INDEPENDENT CONTRACTOR .......................................................................................................................... 15
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  Purchasing Services                                                                                Request for Proposal No. MP6-029(IW)

3.25   AGREEMENT ................................................................................................................................................... 16
3.26   ASSIGNMENT OF AGREEMENT ......................................................................................................................... 16
3.27   SUB-CONTRACTING ......................................................................................................................................... 16
3.28   SUCCESSORS AND ASSIGNEES ......................................................................................................................... 16
3.29   INSOLVENCY ................................................................................................................................................... 16
3.30   WHERE PROHIBITED BY LAW.......................................................................................................................... 16
3.31   INDEMNITY ..................................................................................................................................................... 17
3.32   FORCE MAJEURE ............................................................................................................................................ 17
3.33   SEVERABILITY ................................................................................................................................................ 17
3.34   DEFAULT ........................................................................................................................................................ 18
3.35   TERMINATION ................................................................................................................................................. 18
3.36   FORBEARANCE OR INDULGENCE ..................................................................................................................... 18
3.37   AMENDMENTS ................................................................................................................................................ 18
3.38   ETHICS ........................................................................................................................................................... 18
3.39   SOCIAL AND ENVIRONMENTAL RESPONSIBILITIES ........................................................................................... 19
3.40   NOTICES ......................................................................................................................................................... 19
3.41   PROPOSAL(S) RETAINED .................................................................................................................................. 19
3.42   GOVERNING LAWS .......................................................................................................................................... 19
3.43   LANGUAGE ..................................................................................................................................................... 19

       FORM OF TENDER……………………………………………………………………………………………..20

       ATTACHMENT A INSTRUCTIONS………………………………………………………………….……………21




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  Purchasing Services                                          Request for Proposal No. MP6-029(IW)


1.0        PREAMBLE
1.1        Purpose
1.1.1      McGill University is soliciting Proposals by invitation only in accordance with the terms and
           conditions of this Request for Proposal document, from prospective firms specialized in providing
           general chemicals. If accepted, this Request for Proposal will become a binding contractual
           obligation.

2.0        INFORMATION AND INSTRUCTIONS TO BIDDERS
2.1        Issuing office
           Purchasing Services
           McGill University
           688 Sherbrooke Street West, Suite 1390
           Montreal, Quebec, Canada H3A 3R1
           Senior Buyer: Ilana Wexler
           Telephone: (514) 398-2843
           Facsimile: (514) 398-1885
           Email: ilana.wexler@mcgill.ca


2.2        Definitions
            McGill University, a University duly constituted and having a place of business at 845
             Sherbrooke Street West, Montreal, Quebec, H3A 2T5 hereinafter referred to as “McGill”;
              Each company receiving this Request for Proposal is referred to as “Bidder”;
              The selected Bidder shall be referred to as “Vendor” or “Supplier”;
              This Request for Proposal may also be referred to as “RFP”;
              Any responses received from Bidders may be referred as “Proposal”;
               Any agreement resulting from an award of agreement will be referred to as the resulting
               “Agreement”;
              Items listed on spreadsheet labeled as Attachment A may be referred to as the “Core List”;
              “End user” shall mean any McGill employee purchasing goods or services.

2.3        Key dates
2.3.1      Listed below are the important events and the target dates and times by which the events are
           expected to be completed:
              Issue of RFP                                                  August 31, 2005
              Inquiries (by 4:00PM EDT)                                     Up to September 7, 2005
            RFP closing date (by 3:00PM EDT)                              September 15, 2005
2.3.2      Bidders must furnish complete Proposals based on the information presented in this RFP.
           Responses to this RFP together with the Form of Tender duly signed by the Bidder's two
           authorized representatives must be received by the Issuing Office no later than 3:00PM (EDT)
           September 15, 2005.




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  Purchasing Services                                            Request for Proposal No. MP6-029(IW)

2.4        Agreement
2.4.1      The result of this process is for McGill to award an Agreement based upon the terms and
           conditions of this RFP document and the specifications and service requirements indicated herein.
           This RFP and resulting Agreement constitutes the entire agreement between the parties and would
           supersede all previous discussions or agreements between the parties and/or any or all conditions
           listed in the Bidder’s catalogues and publications.

2.5        Pricing
2.5.1      Any pricing submitted as part of this RFP shall be submitted in Canadian dollars F.O.B. McGill
           University, excluding GST and QST. GST and QST will be payable at invoicing. Pricing shall
           be inclusive of dangerous goods handling and any other charges.
2.5.2      Vendor(s) shall ensure that unit price corresponds with unit packaging.
2.5.3      The prices quoted shall be firm for the duration of the Agreement, after which time increases will
           be allowed based on standard industry price increases.
2.5.4      The Company must submit written notification and justification of any price increases at least
           ninety (90) days prior to the effective date.
2.5.5      The University reserves the right to accept or reject any increase(s) and may terminate the
           Agreement and request new proposals.
2.5.6      For detailed information regarding prices please refer to the information sheet included with each
           of the Attachment A. Please read the detailed instructions in the Attachment Section carefully.
2.5.7      Payment terms are Net 30 days from receipt of invoice, however, should the Vendor offer early
           payment incentives, these will be factored into the final decision.




2.6        Bonus discounts and /or rebates
2.6.1      Vendors should specify any further discounts for bulk purchases (i.e. a department might have a
           one time special requirement for large case lot quantities or orders by the in-house stores) or any
           other incentives (i.e. rebates based on volume). It should also be understood that in the event that
           any Vendor specials result in lower pricing than that called for in this proposal that these lower
           prices should apply.


2.7        Delivery Terms
2.7.1      All orders must be separately packaged and delivered directly to the End user at the address
           specified by the End user or as specified on the purchase order and/or on the subsequent releases
           to the Purchase Order.
2.7.2      All packaging must comply with applicable Federal and Provincial laws regulating handling and
           transportation. All packages containing packing list(s) must be clearly identified. Packing list(s)
           should contain a complete word description, quantity, catalog number and purchase order number, or
           reference to a Procurement Card payment.


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2.8        Delivery
2.8.1      The items listed on the pricing sheets in Attachment A must be deliverable within two (2)
           working days or less from date of order placement. All other items must be deliverable within
           five (5) working days. All Vendors responding to this Section must include in their proposal
           response a statement of whether they can meet or exceed this specified requirement.
2.8.2      Vendors must specify in their proposals a plan for delivery service in case of emergencies.

2.9        Packaging, Packing Slips and Invoices
2.9.1      All packages must be clearly identified. Packing slips and invoices should contain a complete
           word description, catalogue number, purchase order number and any other information requested
           by McGill University.

2.10       Minimum Orders
2.10.1     There shall not be any minimum order quantity for any merchandise ordered by the University.

2.11       Quantities
           Any reference in this RFP to past and current quantities of transactions and total dollar
           expenditures processed by McGill is provided solely for the purposes of providing the Bidder
           with information and should not be considered as a guarantee of volume of business. McGill will
           order only the products and quantities required during the term of any Agreement that results
           from this RFP.


2.12       Inquiries
2.12.1     The Bidder may inquire into and clarify any requirements of this RFP. Inquiries must be in
           writing, mailed, faxed or emailed to the Issuing Office to the attention of the aforementioned
           buyer in Section 2.1.
2.12.2     The Issuing Office reserves the right to circulate copies of all queries and related responses to all
           Bidders, as addenda to the RFP document, in order to maintain a level playing field through equal
           access to information. No verbal queries will be accepted.
2.12.3     Any additions or corrections to the RFP document will be issued as written addenda to all Bidders
           who shall list in their Proposals all the addenda that were considered when the Proposal was
           prepared.
2.12.4     McGill will not be responsible for oral interpretations or clarification issued, other than by the
           Issuing Office.




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  Purchasing Services                                            Request for Proposal No. MP6-029(IW)




2.13       Informal communications
           From the date of receipt of this RFP by each Bidder until it is awarded to the successful Bidder, if
           any, informal communications regarding this procurement shall cease. Informal communications
           shall include, but are not limited to:
             Requests from Bidder(s) soliciting information, comments, speculation, etc. from any
             McGill department or employee with the exception of Mrs. Kathy Zendehbad and Mrs.
             Ilana Wexler;
            Requests to the Bidder(s) soliciting information, comments, speculation, etc. from any
             department or employee of McGill with the exception of Mrs. Kathy Zendehbad and Mrs.
             Ilana Wexler.

2.14       Formal communications
           From the date of receipt of this RFP by each Bidder until the successful Bidder(s) and all other
           Bidders have been notified, or when McGill rejects all Proposals, all communications between
           McGill and all Bidder(s) will be formal. Any failure to adhere to the provisions set forth
           regarding informal and formal communications may result in the rejection of any Bidder’s
           Proposal or cancellation of this RFP.


2.15       Proposal submission
2.15.1     Bidder’s submission must include:
              Form of Tender duly completed and signed.
              The List of General Chemicals (Attachment A).
              Two (2) signed copies of the Proposal (one original and one copy), plus a copy on CD in
               Excel (Attachments A) and Word.
              Any non-conformity to the RFP.
              Any additional charges or liability that would be at McGill’s expense (if applicable).
              All other requirements and information requested in the RFP.

2.15.2     For proper comparison and evaluation, it is expected that the Bidders will respond to each
           paragraph with a detailed description of how they will meet the expectations and specifications
           contained within this RFP.
2.15.3     The Issuing Office must receive the Proposals on or before the closing date. The Issuing Office
           will not accept Proposals submitted via email or facsimile transmission. Proposals will not be
           accepted after the closing date and time.
2.15.4     The Issuing Office reserves the right to require each Bidder to make a formal presentation to the
           members of the McGill Selection Committee at a location and on a date and time mutually
           acceptable to all parties. Not all Bidders may be asked to make a formal presentation.
2.15.5     Proposals shall be originally and irrevocably signed by an authorized representative of the Bidder
           when submitted. Upon award (if any), the successful Bidder will be required to supply proof
           satisfactory to McGill of appropriate authorization to bind the Bidder.

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2.15.6     In the event the Bidder cannot comply with any term, condition, or requirement of this
           RFP, such non-compliance must be clearly noted (underlined or in a different colour) on
           the Bidders’ letterhead and submitted with the Proposal as a separate Section. No other
           changes to any Section of the Proposal will be acknowledged after the submission of the
           Proposals. Bidders are cautioned that such non-compliance may result in disqualification of the
           Bidder’s Proposal, in the sole discretion of McGill. Failure of any Bidder to provide in its
           Proposal any information requested (including non-compliances) in the RFP may result in
           disqualification of the Proposal.
2.15.7     The laws of the Province of Quebec shall apply to this RFP and any Agreements resulting of this
           RFP and the Courts of Quebec shall have exclusive jurisdiction.
2.15.8     Bidders may not make modifications to their Proposals after the closing date and time. McGill
           will not be obligated in any way by the Bidder’s response to the RFP. The Bidder's Proposal and
           all supporting documents become the property of McGill. The Issuing Office may reproduce all
           such documentation, provided that such reproduction is made solely for internal use or for any
           purpose required by law.
2.15.9     Bidders must not alter electronically any portion of downloaded documents. To do so will
           invalidate the Bidders’ bid or response. Bidders must comply with instructions as specified in
           this RFP for the completion of their Proposal.
2.15.10    The envelope containing the Proposal must be sealed and clearly marked as to its contents and
           shall display on the outside front, the Bidder's name, return address, telephone number and RFP
           number.
2.15.11    The cost of preparation and delivery of any RFP and Proposal is the responsibility of the Bidder.
2.15.12    Bidders that have or are in the process of filing a petition in bankruptcy, or any arrangement for
           reorganization or assignment for the benefit of its creditors pursuant to any bankruptcy or
           insolvency law are not eligible to submit a Proposal.

2.16       Closing date and time
           Bidders must furnish complete Proposals based on the information presented in the RFP. The
           Issuing Office must receive responses to this RFP no later than September 15, 2005 at 3:00PM
           (EDT). Please note that the Issuing Office is closed between 12:15 p.m. to 1:30 p.m. daily.


2.17       Opening of proposals
           The opening of Proposals will be restricted to and witnessed by members of Purchasing Services.
           Bidders are not invited to be present.


2.18       Term of offer
           The Bidder's response to this RFP constitutes an offer by the Bidder, which shall be open and
           irrevocable for a period of one hundred and twenty (120) days from the closing date of this RFP.


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  Purchasing Services                                            Request for Proposal No. MP6-029(IW)

2.19       Evaluation
           The Proposals will be evaluated by Purchasing Services.


2.20       Additional information
           Purchasing Services reserves the right, at the time of evaluation of any Proposal to request any
           additional information that it deems necessary in order to make a decision on any Proposal.

2.21       Acceptance and award
2.21.1     McGill intends to award a contract to the Bidder whose Proposal offers the best value to McGill,
           based upon the terms and conditions of this RFP document and the specifications and service
           requirements indicated herein. However, McGill is under no obligation to award any contract in
           whole or in part and McGill reserves the right in its sole discretion to cancel this RFP process at
           any time before or after closing without providing reasons for such cancellation. Rejection of all
           Proposals will mean that McGill, in its own best interest at this time, has determined not to pursue
           this issue.
2.21.2     The lowest cost Proposal or any other Proposal may not necessarily be accepted.
2.21.3     In order to obtain the most advantageous offer for McGill, McGill reserves the right in its sole
           discretion:
               To waive irregularities and/or minor non-compliance by any Bidder with the requirements
               of the RFP;
              To request clarification and/or further information from one or more Bidders after closing
               without becoming obligated to offer the same opportunity to all Bidders; and
              To enter into negotiations with one or more Bidders without being obligated to negotiate
               with, or, offer the same opportunity to all Bidders.
2.21.4     Bidders are advised however to submit a complete offer as their bid. Any waiver, clarification or
           negotiation will not be considered as an opportunity for Bidders to correct errors in their bids.
2.21.5     Top qualified Bidders may be scheduled for interviews to discuss Proposals in detail and the
           Bidder’s facilities may be visited. However, interviews and visits may not occur with any or all
           Bidders.

2.22       e-Procurement
2.22.1     McGill is in the process of implementing an e-Procurement solution (HigherMarkets by
           SciQuest). Bidders may have already been contacted by the e-Procurement Implementation team
           to review Vendor enablement onto the new McGill MarketPlace. It is a requirement for all
           selected Vendors to supply a hosted catalogue that shall include McGill pricing. While this
           process may take several weeks to complete, Bidders must understand that even though they may
           have been contacted, this does not guarantee that they will become enabled. The response to this
           RFP and the pricing offered to McGill shall determine which Bidders shall become McGill
           preferred Vendors and as a result, become enabled on the e-Procurement solution. For more
           information on this e-Procurement solution, please visit SciQuest’s website at www.sciquest.com.




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  Purchasing Services                                             Request for Proposal No. MP6-029(IW)




3.0        GENERAL TERMS AND CONDITIONS
3.1        Supplier’s Knowledge
3.1.1      It is hereby declared and agreed by the Supplier that the proposal submitted to the Issuing Office
           have been prepared on the basis of its own knowledge of the nature of the goods to be supplied,
           the location, quality, and the general and local conditions and all other such matters which can
           affect the Bidder's performance under any resulting Agreement.
3.1.2      The Supplier further agrees that it does not rely upon any information given or statements made
           by representatives of McGill University with regard to the Supplier's proposal.
3.1.3      The Supplier shall keep himself fully informed of all and shall faithfully observe all laws and all
           ordinances and regulations affecting his responsibility to the University, or affecting the rights of
           his employees. All products must conform and comply to current Federal and Provincial
           standards where applicable. McGill University will not be held responsible or liable for failure by
           the Supplier to comply with existing standards.
3.1.4      The Supplier shall throughout the duration of the finalized agreement, at its expense, obtain and
           maintain in force all necessary licenses and permits required for the completion of any Agreement
           resulting from this Request for Proposal.

3.2        Term of Agreement
3.2.1      The term of the resulting Agreement will be thirty six (36) months commencing January 1, 2006
           and ending December 31, 2008. The Agreement(s) may be extended on the same terms and
           conditions for one (1) period of twelve (12) months, in accordance with the terms and conditions
           of this RFP document.
3.2.2      Ninety (90) days prior to the expiration of the term, the parties shall review in good faith the terms
           and conditions of the Agreement with the view to renewal upon mutually acceptable basis.

3.3        Core List
3.3.1      The Core List (Attachment A) shall be updated annually on the anniversary of the Agreement.
           McGill and the Bidder will discuss changes to the Core List at this time.
3.3.2      McGill’s e-Procurement solution requires quarterly catalogue updates in order to keep the
           information on the McGill MarketPlace current and up to date. Should prices, due to market
           conditions decrease, the Vendor has the option to reduce its prices at the time of catalogue
           updating.
3.3.3      Should the Vendor have items that are discontinued or otherwise no longer available, changes can
           be accommodated during the quarterly catalogue updates.

3.4        Exclusivity
3.4.1      The Bidders recognize that the resulting Agreement will not be exclusive.


3.5        Substitutions


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  Purchasing Services                                            Request for Proposal No. MP6-029(IW)

3.5.1      Substitutions shall not be accepted without prior approval from the End user.




3.6        Terms of Payment
3.6.1      The payment shall be made net thirty (30) days following the reception of an official invoice, after
           approval of services performed for orders place by McGill University Purchase Order. Details for
           billing and invoicing are provided in Section 3.7.
3.6.2      The Vendor shall accept orders placed with the McGill Procurement Card (MasterCard) for all
           orders placed through any ordering system, up to the limit of $2500.00.

3.7        Billing Process
3.7.1      For those orders processed based on the University Purchase orders, the Vendor shall send the
           original copy of invoices to the University Accounts Payable, as per following address:
            McGill University
            Comptes Payables/Accounts Payable
            840 Dr. Penfield Avenue
            3rd Floor, James Ferrier Building
            Montreal, Quebec, Canada H3A 1A4
3.7.2      For any transaction charged to Pcard, the Vendor shall send the original copy of the invoice to the
           attention of the requester and shall indicate that the invoice has been paid by Pcard.
3.7.3      The Vendor shall provide the University with a Level-3 reporting for all orders charged directly to
           a Pcard.

3.7.4      The information on all the billings shall include (but not limited to):
              Invoice date and number;
              Purchase Order number;
              Description of the product;
              Serial number (if applicable);
              Quantity;
              Unit price,
              Total price;
              Name and complete "remit to" mailing address of the Supplier.

3.8        Returned Goods/Restocking
3.8.1      The Vendor and the University recognize that occasional errors will occur in order placement,
           delivery, stocking, etc. by the parties in any Agreement. McGill University reserves the right to
           return any item, provided that they are in a saleable condition and in the manufacturer’s
           packaging, for credit without being subject to restocking charges and/or penalties.

3.9        Quarterly Report Requirements
3.9.1      The Company shall provide quarterly usage and sales reports to the University. These reports
           shall be in an electronic format (diskette, CD, or via email) and shall list all items ordered and
           received by the University including the description, catalogue number, unit of measure, unit
           price, total price and quantity purchased during the reporting period by each University account
           holder. The University shall receive these reports not later than thirty (30) days after the end of
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  Purchasing Services                                             Request for Proposal No. MP6-029(IW)

           any quarter.
3.9.2      The Company shall provide quarterly order fill-rate analysis and product movement reviews.

3.9.3      The University shall be permitted to levy a monetary penalty equivalent to $50.00 per day for
           each day the report is late in the event of the Company’s failure to deliver the reports within the
           required time delay. The University shall invoice the Company and the Company shall pay the
           invoice upon receipt.


3.10       Conformance to Standards and Warranties
3.10.1     The Supplier warrants that the services offered are free from defects in materials, workmanship
           and fabrication for a minimum period of one (1) year after acceptance, and that all merchandise
           delivered shall be of the quality, quantity, size, and description specified, and shall be strictly in
           accordance with McGill's specifications, and approved sample, if any. These warranties shall
           survive acceptance and payment, and shall ensure to the benefit of McGill, its successors, assigns,
           and customers of its products/services and shall not be deemed to be exclusive. This warranty is
           in addition to any warranties of additional scope given by the Supplier to McGill. Should an item
           be found not to be in accordance with these requirements, McGill reserves the right to reject and
           the return goods for a full refund. The Supplier shall not be liable for any claims or losses beyond
           the replacement or correction of the product specifications.
3.10.2     The Supplier shall replace free of charge all substandard products purchased and/or damaged
           during transit under this Agreement (including special orders). All transportation charges
           covering return and replacement of these items shall be borne by the Supplier.

3.11       Acceptance of Products and Services
3.11.1     The products delivered and/or services performed shall be subject to final inspection, acceptance
           and review by the University prior to payment.
3.11.2     The University may withhold payment, either in whole or in part as the University deems
           necessary, in the event that products and/or services have not been rendered by the Supplier in
           accordance with the Agreement, notices or instructions by the University.

3.12       Audit
3.12.1     Supplier agrees to grant to McGill the right to have access at all reasonable hours and upon two
           (2) days notice, during the term of the Agreement and for a period of twenty four (24) months
           thereafter, to Supplier’s books, records, data in all forms and all documents pertaining to the
           performance of the Agreement and for the purpose of verifying and auditing the costs incurred to
           McGill or for any other reasonable purpose. Supplier shall make no charge against McGill for
           such audit. Such audits and/or verifications shall be strictly limited to Products and services
           which have been provided to McGill and/or its affiliates, and shall be strictly limited to resolving
           issues within the framework of the Agreement, and which do not infringe on information which is
           confidential and/or proprietary to Supplier.

3.13       Presence on the University’s Premises
3.13.1     The Supplier agrees that all persons working for or on its behalf whose duties bring them onto the
           University’s premises shall be governed by the rules and regulations that are established by the
           University and shall comply with the reasonable directions of the University authorized

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  Purchasing Services                                            Request for Proposal No. MP6-029(IW)

           representative.




3.13.2     The Supplier shall be responsible for the acts of its employees and representatives while they are
           on the University’s premises. Accordingly, the Supplier agrees to take all necessary measures to
           prevent injury and loss to persons or property located on the University’s premises. The Supplier
           shall be responsible for all damages to persons or property caused by its employees or
           representatives, either through negligence or willful damage.
3.13.3     The Supplier shall perform its activities on the University’s premises in such a way as to cause
           minimal disruption to the activities of the University’s faculty, students, staff and visitors. The
           Supplier shall be responsible for all damages to persons or property of any kind however caused
           by its employees or representatives.
3.13.4     All Suppliers’ employees working on the University premises shall wear appropriate uniforms,
           and valid identification cards.
3.13.5     The Supplier shall ensure that its employees respect the University’s non-smoking environment.

3.14       Parking on Premises
           Parking on the University property by the Supplier’s employees shall be governed by the rules
           and regulations of Parking Services, and subject to the prevailing rates.


3.15       Publicity
           Neither McGill nor the Supplier may use the name of the other in publicity, solicitations, news
           releases or advertising without the express written consent of the other. With respect to McGill,
           written consent must be obtained from the Office of the Secretary General. However, nothing
           shall preclude the Supplier from listing McGill on its routine client list for matters of reference.

3.16       Confidentiality
           To the extent allowed by law, McGill shall not divulge the content of this Agreement to the
           Supplier’s competitors and other organizations that are not considered as McGill departments,
           centers or institutions without the written consent of the Supplier. However, McGill reserves the
           right to share any information excluding financial considerations with affiliated institutions.

3.17       Additional Supplier Obligations
3.17.1     The Supplier and any of its subcontractors shall be licensed to do business in the Province of
           Quebec.
3.17.2     The Supplier shall make all arrangements and make all required source deductions for income tax,
           unemployment insurance, hospital and medical insurance, workmen's compensation insurance and
           shall make provisions for all other of its employees' fringe benefits. The Supplier shall, upon
           request by the University, furnish, from time to time, written evidence from the competent
           authorities, of its compliance with the applicable legislation and regulations.
3.17.3     The Supplier shall be obliged to have all its employees participate in the unemployment insurance
           plan.
3.17.4     The Supplier shall also ensure that all its employees are protected by occupational health and
                                                 Page 13 of 21
  Purchasing Services                                              Request for Proposal No. MP6-029(IW)

           safety legislation.
3.17.5     The Supplier shall ensure that the salary rates and fringe benefits are indexed during the term of
           the Agreement in accordance with governing laws, regulations and decrees.
3.17.6     The Supplier shall comply with the relevant Worker’s Compensation Board requirements.
3.17.7     The Supplier shall ensure that its employees exercise caution and be alert at all times when
           performing and rendering the obligations under this Agreement.

3.18       Health and safety regulations
3.18.1     The Supplier(s) shall exercise caution and be alert at all times when performing and rendering the
           obligations and shall be aware of the University policies on Health & Safely Regulations.

3.19       SIMDUT/WHMIS documentation
3.19.1     Supplier(s) supplying chemicals to the Universities must comply fully with the WHMIS
           legislation. Therefore, Supplier(s) must use WHMIS approved labels and Material Safety Data
           Sheets (MSDS). Supplier(s) will be required to send the MSDS directly to the ordering
           department with each shipment.
3.19.2     Supplier(s) shall provide the appropriate SIMDUT/WHMIS documentation both in French and in
           English at the start of the Agreement. Documentation shall be made available in a hard copy
           format, in sufficient quantities as requested by the University’s Environmental Health & Safety
           Coordinator.

3.20       Safety
3.20.1     Supplier(s) is required to make readily available to each University Safety Office, seminars, film
           and/or literature, etc. on the safety aspects of storage and handling of chemicals, upon request.
3.20.2     Supplier(s) will be required to specify their contingency plan for the unexpected emergency
           situations raised as a result of any chemical spills.

3.21       Dangerous goods
3.21.1     Supplier(s) supplying to the Universities the chemicals that are categorized, as “Dangerous” must
           comply with the United Nations, and/or Federal and Provincial regulations related to the
           packaging, labeling and handling of the hazardous Chemicals.


3.22       Insurance
3.22.1     The Supplier shall throughout the duration of the Agreement, at their own expense, obtain and
           maintain in force the following insurances for their own account, from a duly licensed company
           selling insurance in Quebec and/or in Canada.
           (i)    General Comprehensive Liability Insurance during the entire period of the Agreement and
                  any extensions thereof, in the amount of not less than Two Million ($2,000,000) Dollars and
                  is to include the University as additional named insured. Such liability insurance policy shall
                  include but is not limited to the following:
                 (a)   Supplier's direct operations, including sudden and accident pollution coverage
                 (b)   Supplier's protective operations


                                                   Page 14 of 21
  Purchasing Services                                              Request for Proposal No. MP6-029(IW)

                 (c)   Contingent employer's liability
                 (d)   Cross liability: The insurance afforded by this policy shall apply to any action brought
                       against any of the insured by any other in the same manner as though separate policies
                       were issued to each.
                 (e)   Occurrence basis: The property damage coverage shall include "occurrence" basis
                       wording which means an event, or continuous or repeated exposure to any condition
                       which unexpectedly caused injury during the policy period.

           (ii) Motor Vehicles Liability Insurance in a combined amount of not less than One Million
                ($1,000,000) Dollars for bodily injury or death and property damage in respect of motor
                vehicles, owned or leased by the Supplier, or its agent, which is required by law to be
                licensed.
           (iii) Non-owned motor Vehicles Liability Insurance in a combined amount of not less than One
                 Million ($1,000,000) Dollars for bodily injury and death or property damage.
           (iv) Fire insurance, extended coverage, or special insurance on equipment and tools owned by or
                   rented to, or in the care, custody or control of the Supplier, or its agent.
           (v) Environmental Liability Insurance covering the legal liability of the Company for injuries to
               or deaths of persons and/or damage to property of others for limits not less than $2,000,000
               per occurrence. Such insurance shall name the University as named insured and includes
               cross liability severability of interest clauses.
3.22.2     Any policy or policies must contain the following provisions:
           (i)    "It is understood and agreed that the Insurer under this policy hereby agrees to waive
                  subrogation rights against the University, its servants and agents and any person, corporation
                  or organization in any manner connected with the University".
           (ii) "It is understood and agreed that the coverage provided by this policy will not be changed or
                amended in any way nor cancelled until ninety (90) days after written notice of such changes
                or cancellation shall have been given to All Named Insureds".
3.22.3     Evidence of insurance satisfactory to the University shall be provided with the Form of Tender
           Offer if in place at the time of submission or prior to the commencement of the Agreement period.
3.22.4     Notwithstanding the minimum insurance coverage that the University requires the Supplier to
           provide as specified above, the University also requires that the Suppliers provide details as to the
           maximum insurance coverage they carry relating to their Comprehensive General Liability
           Insurance and their Motor Vehicle Liability Insurance.
3.22.5     The University shall request at the time of award a certified true copy of the Supplier’s Insurance
           Certificate.

3.23       Licenses and Permits
           The Supplier shall throughout the duration of the finalized Agreement, at its expense, obtain and
           maintain in force all necessary licenses and permits required for the completion of any contract
           resulting from this RFP document.


3.24       Independent Contractor
           Supplier shall perform all of its obligations under this Agreement as an independent contractor
           and shall discharge all its liabilities as such. No acts performed or representations made, whether

                                                   Page 15 of 21
  Purchasing Services                                             Request for Proposal No. MP6-029(IW)

           oral or written, by the Supplier with respect to third parties shall be binding on the University.




3.25       Agreement
3.25.1     This Agreement, including the Attachments, contains the entire understanding between the parties
           relating to the subject matter of the Agreement. It supersedes all prior oral or written agreements,
           communications and understandings between the parties, and may not be changed or terminated
           orally. No change, termination, or waiver of any of the provisions of this Agreement shall be
           binding unless signed by the party against whom the same is sought to be enforced. No prior
           statements or representations shall be a part of this Agreement unless specifically set forth herein.
            This Agreement shall bind and benefit each party as well as their respective permitted successors
           and assigns.
3.25.2     The parties also acknowledge that in the event of inconsistencies or contradictions between the
           terms of this Agreement and the Proposal documents prepared by the Supplier, the terms of this
           agreement shall prevail, and that no change or modification to this Agreement, or any Appendices
           may be made, except through a written document executed by authorized representatives of both
           parties.

3.26       Assignment of Agreement
           This Agreement may not be assigned, encumbered or otherwise pledged by the Supplier without
           the express written consent from the Authorized Representative of the University.


3.27       Sub-contracting
           Neither the whole nor any part of the Agreement may be sub-contracted without the express
           written consent of McGill.

3.28       Successors and Assignees
           This agreement shall be considered valid and will remain in effect, until the conclusion of the
           current term by any successor company to the Supplier. The University reserves the right to
           review the agreement in the event of a successor company and exercise its options of termination.

3.29       Insolvency
           The University shall have the right to terminate the Agreement at any time in the event that the
           Supplier files a petition in bankruptcy, or is adjudicated bankrupt; or if a petition of bankruptcy is
           filed against the Supplier and not discharged within thirty (30) days; or if the Supplier becomes
           insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any
           bankruptcy law; or if a receiver is appointed for the Supplier or its business.


3.30       Where Prohibited by Law
           McGill and the Supplier agree that if any term and condition of this Agreement is prohibited or
           rendered invalid by the law of the province to which this Agreement is subject that term and
           condition shall be severable from this Agreement without invalidating the remaining terms and
           conditions of this Agreement.

                                                  Page 16 of 21
  Purchasing Services                                           Request for Proposal No. MP6-029(IW)




3.31       Indemnity
3.31.1     The Supplier shall indemnify and save harmless the University, their Board of Governors,
           officers, their employees, and agents against all claims, losses and expenses from whatever
           source, and of whatever nature and kind arising out of the Supplier’s performance of the
           Agreement or the work or the rendering of any services contemplated hereunder by the Supplier
           or any of its employees or agents.
3.31.2     At no time will the University be responsible for any injury sustained by the Supplier, its
           employees or any person on the University’s premises nor will the University be responsible for
           any loss, including lost profits or damage caused to the goods of the Supplier, its employees or
           any other person, including damage to cars and their contents, while these goods are on the
           University premises.
3.31.3     The Supplier’s obligation shall continue during the term of the Agreement, and any renewal
           thereof, and shall continue in full force and effect notwithstanding the expiration of the term of
           the termination of the Agreement for any reason whatsoever.

3.32       Force Majeure
3.32.1     The University and/or the Supplier shall not be considered in default of performance of their
           respective obligations under any resulting Agreement to the extent that performance of such
           obligations is delayed, hindered, or prevented by Force Majeure. Force Majeure shall be defined
           as any cause beyond the control of the University and/or the Supplier which could not reasonably
           have been foreseen and guarded against. Force Majeure in the case of the Supplier is understood
           not to include:
            financial problems of the Supplier, its agents or suppliers, leading to failure to deliver;
            a failure of the Supplier, its agents or suppliers, to maintain adequate supplies under
             Agreement;
            a failure to maintain adequate number of appropriate trained service personnel.

3.32.2     To ensure that the University and/or the Supplier can make alternate arrangements, the party
           relying on a Force Majeure should provide a notice of the existence of a Force Majeure as soon as
           reasonably practicable. The suspension of the obligation to perform is temporary and the terms of
           the Agreement will be reestablished as soon as the Force Majeure no longer exists or the problem
           is remedied.

3.33       Severability
3.33.1     If any portion of this Agreement is determined to be invalid or unenforceable such invalid portion
           shall be severed from this Agreement and the rest of the Agreement shall remain in full force and
           effect.




                                                Page 17 of 21
  Purchasing Services                                           Request for Proposal No. MP6-029(IW)




3.34       Default
3.34.1     In the event that the Supplier shall fail to maintain or keep in force any of the terms and
           conditions of the Agreement, the University may notify the Supplier in writing of such failure and
           demand that it be remedied within forty-eight (48) hours. Should the Supplier fail to remedy same
           within the said period, the University reserves the right of the following:
            ask a third party to provide on its behalf, the required goods and services or
            terminate the Agreement.
3.34.2     All expenses incurred by the University in connection with the above will be charged to the
           Supplier and may be deducted from any payment due to the Supplier.

3.35       Termination
           This agreement may also be terminated by the University, at no cost to the University, upon a
           thirty (30) day written notice at any time during its term. The Supplier shall have no claim for
           damage, loss of profit, allowance or otherwise, either directly or indirectly, arising out of any
           action taken by the University pursuant to the provisions of this article.

3.36       Forbearance or Indulgence
           Forbearance or indulgence of any covenant or condition or failure to exercise any remedy or
           recourse by the Supplier or McGill in any regard whatsoever shall not constitute a waiver of the
           covenant, condition, remedy or recourse. All rights and remedies of each party hereunder or at
           law may be exercised at the party's sole discretion and are cumulative and not alternative and may
           be exercised separately or together or in any order or combination

3.37       Amendments
           No amendment of an Agreement resulting from this RFP shall be effective unless it is in writing
           and executed by McGill's Associate Director, Purchasing and Customs & Traffic and by the
           individual signing the Supplier's Agreement or another individual named by the Supplier as
           specified in Section 3.40. Only officers of the Supplier are authorized to amend the terms and
           conditions of this Agreement on behalf of the Supplier. Only an officer of McGill is authorized to
           amend the terms and conditions of this Agreement on behalf of McGill. The Supplier and McGill,
           by signature of this Agreement, to which any appendices are attached, acknowledge receipt of an
           executed copy of this Agreement.'


3.38       Ethics
3.38.1     Bidders who submit bids in this RFP process recognize and agree that the Supplier who is
           awarded the Agreement(s) for the goods and services requested in this RFP will be McGill
           University’s Preferred Supplier of these goods and services. The University recognizes its
           responsibility to encourage and promote the use of the awarded Agreement(s) according to
           its/their terms and conditions. Bidders who submit a Bid agree to be bound by the terms of this
           RFP and to respect the terms of the awarded Agreement(s). Any actions, including solicitation by
           an unsuccessful Bidder, which have the effect of undermining the effectiveness or violating the
           terms of the awarded Agreement(s), shall constitute a violation of this RFP for which such

                                                Page 18 of 21
  Purchasing Services                                            Request for Proposal No. MP6-029(IW)

           unsuccessful Bidder will be held responsible for any damages and claims that may result.



3.39       Social and Environmental Responsibilities
3.39.1     McGill encourages social and ecological soundness and sustainability policies that mitigate
           potential adverse effects to the environment and vulnerable populations e.g. the use of recycled or
           recyclable materials, the standardization of products and the removal and re-use of packing
           material. Please state actions and policies that your firm has taken to respond to these issues and
           identify on the core list those items that are recognized as being environmentally friendly.

3.40       Notices
           All notices, demands and requests, which may or are required to be given to McGill, shall be sent
           by registered mail, courier or facsimile transmission to:

           Purchasing Services
           McGill University
           688 Sherbrooke Street West, Room 1390
           Montreal, Quebec, H3A 3R1
           Attention: Associate Director, Purchasing and Customs & Traffic

3.41       Proposal(s) retained
           Following this RFP, McGill reserves the rights to retain more than one proposal and to pursue
           discussions with the selected Supplier(s) prior to make a final decision to award proposal.

3.42       Governing laws
           This Agreement shall be governed by and interpreted as per the laws of the Province of Quebec,
           Canada.


3.43       Language
           The parties hereby confirm that they each required this Agreement and all documents and notices
           in connection therewith be drawn up in English. Les parties reconnaissent par les présentes que
           chacune d'elles a exigé que cette convention et tout document ou avis y afférent soient rédigés en
           anglais.
           In witness whereof the parties hereto have caused these presents to be executed by their
           representatives, authorized at the city of Montreal in the Province of Quebec, Canada.




                                                 Page 19 of 21
Purchasing Services                                            Request for Proposal No. MP6-029(IW)

         FORM OF TENDER



         I/We have examined the RFP document for the supplying of General Chemicals Project No. MP6-
         029(IW) and hereby offer to supply McGill University the goods and services listed herein and at
         the prices set out therefore.


         I/We agree that this offer will remain in effect for 120 days following the closing time of Tender.




         This Proposal consists of: ____________pages.




         Official name and address of the Supplier:


            Company name: __________________________


            Address: ________________________________


            Signature of authorized officer: _________________________


            Title: _________________________


            Name (please print): _________________________


            Telephone number: _________________________


            Facsimile number: _________________________


            Email address: ____________________________




                                               Page 20 of 21
Purchasing Services                                             Request for Proposal No. MP6-029(IW)

                             ATTACHMENT A INSTRUCTIONS
                                 GENERAL CHEMICALS
                          DETAILED PRICE INFORMATION SHEET


    In this Section, you will find a list of products sorted by the Manufacturer’s name. It should be made
    clear that in this Section, the University seeks proposals for the items made specifically by the indicated
    Manufacturer. No substitutes are accepted.

    Instructions for Attachment A

    The following instructions are provided to ensure that Vendors correctly complete the price sheets
    identified as Attachment A*.

    The pricing sheets, as per the Excel attachment file, represent a composite of the most commonly
    purchased items required by the University.

    Column 7 “Discount Applied (%)”

    Cost for items included in this Section are to be calculated on the basis of a percentage discount off of a
    published price list.

    Vendors are to specify the "percent (% -) off of their published price list" used to calculate the Net Unit
    Price (Column 8). The Vendor agrees that the specified percent (%) can be used by the University to
    determine the cost of other sizes or other items in the same family of products. For example, the 4-litre
    Acetone Reagent is shown as a commonly ordered item on our core list. We would expect to purchase
    other sizes such as the 500ML Acetone Reagent based on the same percent (%) discount or markup
    used in calculating “Net Unit Price” for the 500ML package.

    Vendor(s) may be asked to provide the most current published price list.

    Column 8 “Net Unit Price ($)”

    Provide the appropriate "per package" or "case lot" Net Unit Price (after discount) based on the "U/M"
    specified in Columns 6 and 4.

    Note: Column 8 is to be completed only if the same grade and/or unit of measurement as indicated in
    Columns 4 and 5 can be supplied by the Vendor(s). If equivalent product(s) and/or unit of
    measurement are offered, Vendors are required to complete Columns 10 through 14 instead of Column
    8. Column 7 must be completed in either case.




    *See Excel spreadsheet as Attachment A.




                                                Page 21 of 21

								
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