REQUEST FOR PROPOSAL
1.1 All references throughout this document to the following terms shall have the meanings set out
opposite such terms:
(a) “System” is used collectively to refer to all components of computer hardware, system software
applications software and development software which function together as an integrated
(b) “Customer” means the Customer, and
(c) “Vendor” means any supplier to whom a Request for Proposal (“RFP”) has been provided by the
2.1 The selection of any Vendor by the Customer as the preferred Vendor shall not constitute a
contract between the Customer and the Vendor with respect to either the relationship of the parties or the
subject matter of the Vendor’s Proposal. Any contractual relationship to be established between the
parties will be governed by the relevant sections of the RFP.
2.2 The following are the commercial and contractual requirements of the Customer. The Vendor
must indicate either its acceptance or rejection of the requirement. If a rejection is indicated, the Vendor
must state its reasons for the variance from the specified requirement.
3. Prime Vendor Requirements
[list all products and services required by the customer]
4. Source Code
4.1 The Vendor will provide the following with regard to the applications software, at no additional
(a) source codes;
(b) escrow agreement, and
(c) system design specifications.
5. Subcontract Declarations
5.1 The Vendor must disclose subcontracting of the hardware/software services included in the
Proposal. The Customer reserves the right to contract solely with the Vendor and requires the Vendor to
assume full and total responsibility as prime supplier for the provision of all products and services as set
out in paragraph 3, “Prime Vendor Requirements”.
6. Functional Specifications
6.1 The Customer reserves the right to require the Vendor, without additional charge, to participate
in the development of functional specifications for the purposes of describing, at a business rather than a
technical level, the operation of the System and these functional specifications will be incorporated into
and form part of the agreement.
7. Costs and Charges
7.1 Costs: The price being paid by the Customer shall reflect the Vendor’s most favoured customer
pricing as is usually charged by the Vendor to the purchasers of similar products and services. The price
shall be inclusive of all hardware, software, implementation assistance, training and education,
conversion assistance, source codes, system design specifications as well as a sufficient number of copies
of all systems, operations and Customer documentation, and other products and services to be provided
under the agreement. Any free items must be clearly identified.
7.2 Delivery and Installation: The Vendor shall clearly identify all costs associated with delivery
and installation. Delivery and set up costs shall be borne by the Vendor.
7.3 Applicable Taxes: All charges, including all applicable taxes, must be stated and clearly
identified. All applicable taxes shall be separately detailed and the Proposal shall also provide line item
and bottom line totals of combined costs and taxes.
7.4 Payments: An initial payment of a negotiated percentage of the total proposed price for the
System and related services will be paid upon the signing of this agreement. Further payments will be
made upon achievement of performance milestones which shall be tied into the conditional acceptance of
components of the System, or the completion of related services. The agreement will specify the
percentage and frequency of each milestone payment. A final payment of not less than ____% of the total
proposed price for the System and related services shall be made only after acceptance of the entire
System by the Customer. The Vendor shall submit invoices to the Customer for each payment as it
becomes due under the agreement.
7.5 Risks and Loss: The Vendor shall cause both the hardware and software (including storage
media) to be insured to their full replacement value and the Customer shall be named as additionally
insured on all policies of insurance. Risk of loss with respect to items of hardware and software shall
remain with the Vendor up until such time that the Customer notifies the Vendor in writing that the
System the meets specifications and acceptance criteria established by the Customer.
7.6 Insurance: The Vendor shall provide the amount of public liability and property damage
insurance determined necessary by the Customer to protect the Customer, the Vendor, and any other
person or firm providing any services specified under the agreement from and against all claims for
personal injury, including accidental death, as well as from and against all claims for property damage
which may arise from acts or failures to act by the Vendor, the manufacturer, or by anyone directly or
indirectly employed by either of them.
8. Financial and Performance Guarantees
8.1 The Customer, at its discretion, may require the Vendor to guarantee the performance of
obligations under the Agreement by posting with the Customer any one or more of the following:
(a) A clean, irrevocable letter of credit payable in favour of the Customer and in an amount
equivalent to the total price set out in the agreement for all hardware, systems software, and
applications software or any part thereof and otherwise upon terms and conditions satisfactory to
(b) A clean, irrevocable letter of credit payable in favour of the Customer and in an amount
equivalent to the total price of providing software support and hardware maintenance for the
System during the term of any agreement governing the provision of services for software
support and hardware maintenance.
(c) Such other form or forms of security as shall be satisfactory to the Customer.
[complete this section if there are financing options available to the Customer through instalment
purchase, rental, operating lease, finance lease or otherwise]
10. Acceptance Test Procedures
10.1 The System shall only be accepted by the Customer upon successful completion of a series of
tests, the last of which shall be the testing of the System as an integrated whole. The tests and procedures
shall be based upon the following procedure:
(a) Hardware and system software:
(i) The hardware and system software shall be subject to the manufacturer’s standard
acceptance tests prior to shipment to the Customer.
(ii) Upon delivery and installation by the Vendor in accordance with a predetermined
implementation plan to be agreed to by the Customer, the Vendor shall perform the
manufacturer’s diagnostic routines on the hardware and the manufacturer’s standard
acceptance tests for the system software.
(iii) The hardware and system software shall be deemed to be installed upon written
certification to the Customer that the hardware and system software are fit and ready for
use and that the hardware is eligible for the manufacturer’s maintenance.
(iv) Upon completion of the installation of the hardware and system software, the Customer
shall have a certain period of time, which is appropriate to the proposed type of
hardware and system software, to perform such tests as it, in its sole discretion, considers
necessary to enable it to verify that the hardware and system software correspond to and
perform in accordance with the manufacturer’s published specifications and
(v) If the hardware or system software is found to be deficient during the test period, the
Vendor shall have the same length of time as the test period to correct the deficiencies.
(vi) Upon notification of correction, the Customer shall have a second or subsequent test
period of the same duration as the first. In the event that the hardware and system
software are found to be deficient in the second or subsequent test period, the Customer
may reject the hardware and system software and may terminate the agreement.
(vii) Final acceptance of the hardware and system software shall be conditional upon
acceptance of the complete System by the Customer.
(b) Applications software:
(i) The Vendor shall install the applications software on the hardware in accordance with a
predetermined implementation plan.
(ii) Upon the completion of the installation of the applications software, the Customer shall
have a period of time, which is appropriate to the complexity of the applications software
being delivered, during which it shall be entitled to perform such tests as it, in its sole
discretion, considers necessary to enable it to verify that the software corresponds to and
performs in accordance with the Customer’s specifications.
(iii) If the applications software is found to be deficient during the test period, a process of
correction and retesting shall be undertaken in a manner similar to the process described
above for the hardware and system software.
(iv) In the event the applications software is found to be deficient during the retesting, the
Customer shall have the right to reject all components of the System.
(v) Final acceptance of the applications software shall be conditional upon acceptance of the
complete System by the Customer.
(c) Integrated system test:
(i) Installation of the System shall be considered to be complete when:
A. the hardware, system software and applications software have been
conditionally accepted as above;
B. the Customer’s staff have received sufficient training to enable them to operate
the System; and