Toronto Transit Commission Instructions to Tenderers Request For Tender (June 2010) Page 1 of 2

Transcription

1 Instructions to Tenderers Request For Tender (June 2010) Page 1 of 2 TITLE: SUPPLY OF I/O CONTROL MODULE TENDER NO: T06BI12065 ISSUE DATE: APRIL 27, 2012 Your firm is hereby invited to submit a Tender to the Toronto Transit Commission for the above stated referenced requirement as specified in this Request for Tender (RFT). INSTRUCTIONS TO TENDERERS 1 Tender Submission - The Tenderer shall complete the Tender Form including the Tender Form Price Schedule(s) and submit it in a sealed envelope with the label included as Appendix A affixed to the front of the envelope. The Tenderer shall not show its name on this envelope. The Tenderer shall be responsible for ensuring it reviews and understands the Instructions to Tenderers, General Conditions, applicable Supplementary Conditions and Specifications, which form this Request for Tender. Sealed Tenders addressed as follows, will be received by the Commission at the 1 st Floor Reception Desk until 10:00 a.m. Toronto time on Friday, May 18, ATTENTION: GENERAL SECRETARY 1900 YONGE STREET TORONTO, ONTARIO M4S 1Z2 Any Tender received late according to the Commission s clock will not be considered and will be returned to the respective Tenderer. Faxed or ed Tenders will not be considered. The Tenderer is solely responsible to ensure that the Tender submission is delivered to the address indicated above. The Commission will not be responsible to redirect any submissions delivered in error to any other of the Commission's properties Tender Results - The public opening of Tenders will take place in the Commission s Offices, 1900 Yonge Street, 15 minutes after the Tender closing time. Interested parties are invited to attend and should assemble in the lobby after the Tender closing and they will be escorted to the room for the Tender opening by TTC staff. Only total Tender prices will be revealed at the opening. Tender responses and following the award, the name(s) of the successful Tenderer(s) along with the award value(s) are available on the Materials & Procurement website at under Business with the TTC. 2 Tender Inquiries - All inquiries or requests for information during the Tender period shall be directed to the Buyer by at Tanya.Huynh@ttc.ca or Facsimile No. (416) or Phone No. (416) Lobbying -.1 Anyone who Lobby s (as defined in the City of Toronto Municipal Code, Chapter 140) or is expected to Lobby a Member of the Commission (i.e. Commissioner), their staff, or any Commission officer or employee must comply with the requirements as set out in the City of Toronto Municipal Code, Chapter 140 Lobbying). For the purposes of Chapter 140 of the City of Toronto Municipal Code, the Commission is a local board (restricted definition). For further information please see City of Toronto Web site at Failure to comply with the requirements of Chapter 140 of the City of Toronto Municipal Code, may, in the Commission s sole discretion, be considered in the evaluation of the Tenderer s current or future tender/proposal submissions and award of the current or future contracts. The Commission reserves the right, at it sole discretion, to not award a contract to a Tenderer who has failed to comply with the requirements of Chapter 140 of the City of Toronto Municipal Code. 4 Addenda - During the Tender period, any change to the Request for Tender will be made by the issuance of an addendum. For a Tender that is posted on our website, addenda will be posted electronically on the website. It is the Tenderer s responsibility to monitor the website to ensure they have received all the addenda issued up until the Tender closing. For a Tender that is issued via , courier or fax, addenda will also be ed, couriered or faxed to the Tenderer. Addenda will be issued in the form of complete replacement pages and will refer to the addendum number at the bottom of the page. The Tenderer shall note in the Tender Form the number of addenda received during the Tender period, to acknowledge that the contents form part of its Tender. No oral interpretations, clarification or change shall modify any of the conditions to this Request for Tender. 5 Pricing - Unless specifically shown to the contrary, Tender prices shall be considered firm, in Canadian funds, and inclusive of all applicable costs, all applicable federal taxes (including but not limited to GST and HST which has been passed into legislation and is effective July 1, 2010) and duties and all applicable Ontario provincial taxes, either in force or announced prior to the Tender closing, even if the effective date is subsequent to the Tender closing, allowances, freight, and including fees for applicable permits, approvals and notices, with the exception of permits identified in the Specifications as being supplied by the Commission. Tenderers should note in the Tender Form if it has provided pricing for all items (Complete Tender) or not (Partial Tender). When pricing is requested is for more than one item, the Commission reserves the right to award all or any portion of the Work to one or more Tenderers at the Tendered prices as specified in the Tender Form.

2 Instructions to Tenderers Request For Tender (June 2010) Page 2 of 2 6 Alternatives - Only Tender submissions for the specified product, vendor part number or TTC drawing will be considered for this Request for Tender. The Tenderer may submit an alternative in addition to the specified product, vendor part number or TTC drawing for review and acceptance by the Commission for a future Tender request. The Tenderer shall clearly identify any alternative(s) and provide specific technical details in its Tender if it wishes the Commission to consider its alternative in the future. 7 Tender Evaluation and Acceptance - No Tender may be withdrawn after the Tender closing date and time, until expiration of the Tender Validity specified in the Tender Form. The Tenderer shall accept all terms and conditions of the Request for Tender unless explicitly excepted or qualified in its Tender. Taking any exception to the Request for Tender may render the Tender unacceptable. Any errors or inconsistencies in the Tender shall be subject to the interpretation of the Commission. A list of common Bid Irregularities and the action that will be taken by the Commission is available on the Materials and Procurement website at under Selling to the TTC. The Commission s right to accept or reject any Tender, whether or not it conforms with the Request for Tender or to cancel the Request for Tender at any time prior to the award of a Contract is expressly reserved without liability to the Commission. 8 Municipal Freedom of Information and Protection of Privacy Act - A Tender submitted to the Commission shall become the property of the Commission and is therefore, subject to the provisions of the Municipal Freedom of Information and Protection of Privacy Act. Tenderers are responsible for familiarizing themselves with the provisions of this Act. 9 Work Performance - The Commission during the term of a contract maintains a record of the performance of the Company completing work for the Commission and this information may be shared with the City of Toronto. The past performance of Tenderers in completing contracts for the Commission will be considered and the Commission reserves the right to reject any Tender submitted by a Tenderer with an unsatisfactory performance rating. 10 Submission Requirements - In order to aid the Commission in determining the capability of Tenderers, each Tenderer shall submit the following as noted below:.1 Mandatory Requirements - The following information must be submitted with the Tenderer s Tender:.1 A signed copy of the Tender Form including: Tenderer s name and address. A hard copy of the Price Schedule including Tender pricing and delivery lead time, as appropriate. Acknowledge that any Addenda issued by the Commission form part of the Tenderer s Tender. Signature of the Tenderer..2 Optional Requirements - submit the following if available.1 A list of the parts where quantity price breaks apply. The list shall indicate the applicable TTC stock code(s), vendor part number(s) and the quantities and applicable price(s). 11 Information to be Submitted after Tender CIosing - Submit the following within two (2) working days (as applicable), if requested by the Commission after closing of the Tender:.1 Evidence of the Tenderer s Federal GST and Provincial ORST tax registration numbers..2 A list of clients for whom the Tenderer has provided similar work within the past 3 years. The list will include a reference, including contact name, telephone number in order that the TTC may at its sole discretion contact such references..3 A list of any subcontractors, if applicable who may be retained to perform work associated with the requirements of the Tender identifying the portion of the Work they will be responsible for and their qualifications and experience relative to the Work being requested..4 Details of the Tenderer s in house Quality Assurance Program..5 Material Safety Data Sheet (MSDS) for items included in this RFT that are governed by WHMIS legislation. Should the Tenderer claim a trade secret on the goods, then a trade secret registry number must be noted on the MSDS( s).

3 APPENDIX A PLEASE CUT-OUT AND AFFIX THIS ADDRESS LABEL TO THE ENVELOPE CONTAINING YOUR SUBMISSION. TO: TENDER NO.: TITLE: TORONTO TRANSIT COMMISSION T06BI12065 SUPPLY OF I/O CONTROL MODULE CLOSING: 10:00 A.M. TORONTO TIME on FRIDAY, MAY 18, 2012 ATTENTION: GENERAL SECRETARY TORONTO TRANSIT COMMISSION 1900 YONGE STREET TORONTO, ONTARIO M4S 1Z2 NOTE: THE TORONTO TRANSIT COMMISSION CANNOT BE HELD RESPONSIBLE FOR DOCUMENTS SUBMITTED IN ENVELOPES THAT ARE NOT LABELLED IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE BUYER REFERENCED IN THE INSTRUCTIONS TO TENDERERS.

4 Tender Form Request For Tender (June 2010) Page 1 of 2 TITLE: SUPPLY OF I/O CONTROL MODULE TENDER NO: TO: T06BI12065 TORONTO TRANSIT COMMISSION 1 Declaration We, (COMPANY NAME, TENDERER) (ADDRESS) (TELEPHONE NO. INCLUDING AREA CODE, FAX NO., AND ADDRESS - if available) declare that we have carefully examined the Instructions to Tenderers, General Conditions, applicable Supplementary Conditions and Specifications and all addenda and do hereby accept the same as part and parcel of the Contract: a) That the shareholders or partners of the company indicated above are the only persons interested in this Tender, and no other person has any interest in this Tender, or in the Contract proposed to be taken; b) That our Tender is made without any knowledge, comparison of figures, or arrangements with any other party or parties making a Tender for the same Work and is, in all respects, fair and made without collusion or fraud; c) That no member of the City of Toronto Council or Commissioner of the Toronto Transit Commission, or any officer or employee of the City of Toronto or of the Toronto Transit Commission is or shall become interested, directly or indirectly, as a contracting party, partner or otherwise in, or in the performance of the Contract or in the supplies, work or business to which it relates, or in any portion of the profits thereof, or of any such supplies to be used therein, or in any of the monies to be derived therefrom. d) That we are in compliance with the City of Toronto Municipal Code, Chapter Lobbying. 2 Offer - We hereby offer to supply the Work as specified within the Request for Tender, at and for the prices as detailed in the following Tender Form - Price Schedule (Appendix 1), in Canadian funds which includes all applicable taxes, freight, duties, brokerage charges and all other costs. The F.O.B. point shall be Destination except as otherwise explicitly stated in the Tender Form- Price Schedule. 3 Receipt of Addenda We agree that this Tender includes addenda no. to inclusive as issued by the Commission during the Tender period. It is the Company s responsibility to monitor the website to ensure they have all the addenda issued. 4 Statement of Compliance - We have submitted our Tender in accordance with the Submission Requirements as per Section 10 of the Instructions to Tenderers and agree to provide any additional information required as per Section 11 after the Tender closing and further we agree to accept and will comply with all terms and conditions of the Request for Tender. 5 Tender Validity We agree that this Tender is valid for a period of ninety (90) calendar days from the date of closing of Tenders and that the Commission may at any time within the said period accept this Tender whether or not any other Tender has been previously accepted. 6 Signature - Dated this day of Month/Year Per: Name: Title: (Signature) I/We have authority to bind the Corporation. 1. We do not manufacture to this specification/supply these goods. 2. Cannot handle due to present plant loading/meet delivery/completion requirements. 3. Quantity/job too large/too small. 4. Insufficient time to prepare a Tender. 5. Agreements with distributors/dealers do not permit us to sell direct/licensing restrictions. 6. Unable to Tender competitively/cannot Tender a firm price at this time. 7. Other (please specify):

5 Tender Form - Price Schedule APPENDIX 1 Request For Tender (June 2010) Page 2 of 2 TITLE: SUPPLY OF I/O CONTROL MODULE TENDER NO.: T06BI12065 Item No. Quantity Unit of Measure 1 45 EACH MODULE Description Delivery (weeks after award) Unit Price Extended Price Delivery Charge (if applicable) Subtotal (per item) TTC STOCK NO.: TYPE: I/O BLOCK OTHER: 16 IN 16 OUT MANUFACTURER PART NO.: ALLEN BRADLEY BC SERIES B NEW FLYER If the Extended Price for an item does not agree with the extension of a Tender quantity and the Tendered unit price, the unit price shall govern and the Extended Price and Total Tender Price shall be corrected accordingly. Any errors or inconsistencies in the Tender shall be subject to the interpretation of the Commission. Subtotal The delivery location for the above stated material will be 1138 Bathurst Street, Toronto, M5R 3H2, which shall be the F.O.B. point unless otherwise specified. All vendor representatives shall wear the required personal protective equipment (PPE) when delivering material to the TTC i.e. safety shoes are mandatory, safety eyewear where specified. Total 13% Total Tendered Price (Complete Tender) Partial Tendered Price (use if not quoting on all items)

6 General Conditions (GC's) Standard Supply Contract (June 2010) Page 1 of 3 1 Definitions: The following definitions or pronouns in place thereof, shall apply to all Contract Documents and references to the singular throughout the Contract Documents shall be considered to include the plural and vice versa as the context requires. a) Commission or TTC - Toronto Transit Commission b) Commission s Representative: the individual designated from time to time by the Commission, to exercise such power, authority or discretion as is required under the Contract. c) Contract - The agreement entered into by the Commission and the Supplier as set out in the Contract Documents. d) Contract Documents Shall consist of Purchase Order Amendment(s), Purchase Order (P.O.), addenda, Supplementary Conditions (if applicable), General Conditions, Specifications and the Supplier s Tender which shall take precedence in the order in which they are named. e) FOB - The point at which title for the Work passes. The FOB point does not relieve the Supplier of its responsibility for delivery as applicable as set out in the P.O. f) Specifications: the printed description including part number, instructions or drawings pertaining to the Work to be supplied and its performance. g) Supplier - The Tenderer to whom the Commission has awarded the Contract, its successors or assignees. h) Sub-Supplier Any individual, firm, partnership or corporation to whom the Supplier has sublet all or any part of the Work. i) Tender - The written offer of a Tenderer to perform the Work. j) Work or Works - The whole or any part thereof, of the product, matter or things to be supplied as required by the Contract. 2 Laws to be Observed: The Supplier shall comply with the laws, statutes, regulations and by-laws of Canada, the Province of Ontario and Municipalities that are applicable in the performance of the Work. The Contract shall be governed by and interpreted in accordance with the laws of the Province of Ontario. 3 Acknowledgement of Purchase Order - The Supplier shall be deemed to have accepted the P.O. as written, unless the Commission is otherwise advised in writing within 7 calendar days from the date the P.O. is issued. 4 Assignment: The Supplier shall not be permitted to assign the Contract or any portion thereof without the prior written approval of the Commission. Such approval may be withheld for any reason at the sole discretion of the Commission. 5 Sub-Suppliers: The Supplier agrees that it is fully responsible to the Commission for the acts and omissions of its Sub-Suppliers and of persons either directly or indirectly employed by them, as the Supplier is for the acts and omissions of persons directly employed by it. 6 Taxes and Duties: Unless specifically stated otherwise in the P.O., any pricing in the Contract shall be inclusive of all applicable Canadian federal taxes under the Excise Tax Act including G.S.T. and duties applicable under the Customs Act and all sales tax under the Ontario Retail Sales Tax Act that is either in force or announced prior to the Tender closing, even if the effective date is subsequent to the Tender closing. If a change in sales tax or duty payable is announced subsequent to the Tender closing, any change in the tax or duty payable resulting therefrom shall be the responsibility of the Commission. The Supplier shall provide the Commission with sufficient documentation to permit a determination of the resulting change at no cost to the Commission. 7 Indemnification: The Supplier shall hereby assume the defense of, fully indemnify and hold harmless the Commission, its Engineer, consultants, agents and employees in respect of the amount of any claim, demand, loss, cost, expense (including reasonable legal expenses), action, suit, proceeding, liability, fine, penalty, interest, payment or damage by whomsoever (including, without limitation, the Commission) which is made, sustained, brought or prosecuted in any manner based upon, occasioned by or attributable to any breach of the Contract by the Supplier, or to any wilful misconduct, fault, or negligent act or omission of the Supplier or any person, agent, consultant, firm or corporation for whose acts the Supplier is liable at law (collectively referred to as "Claims"). Further, the Supplier shall pay any amount of Claims incurred by the Commission on account of any injuries, including death or damages, received or sustained by any persons or property and if it fails to do so, the Commission may pay such Claims and deduct the amount thereof from any monies due, or to become due, to the Supplier, or otherwise recover such amounts or any balance thereof from the Supplier. Notwithstanding anything to the contrary contained in the Contract, in no event shall either party be liable to the other party for any consequential damages, including, but not limited to, claims for loss of profit or reputation. 8 Amendments: The Commission may make changes to the Work without invalidating the Contract by altering, adding to or deducting from the Work in the Contract. An amendment to the Contract shall not be binding upon the Commission unless it is in writing and signed by the Buyer/Contract Administrator or a duly authorized Commission Representative. 9 Quality of Materials: The Supplier shall furnish new material, which shall be free from impurities, defects, and imperfections impairing strength, durability and appearance. Materials shall be of good commercial quality in accordance with the Specifications for the intended purpose(s), with structural properties to withstand the strains and stresses to which they will be subjected in normal service. Notwithstanding any prior inspection or review, only materials conforming to the requirements of the Specification shall be incorporated into Work under this Contract. Material that has been shipped but which is found by the Commission not to be in conformance with the Contract Documents must be clearly marked to that effect by the Supplier, to ensure that it will not again be shipped to the Commission under this or subsequent contracts until such material is corrected or replaced with acceptable material. 10 Substitution: The Supplier shall not be permitted to supply a substitute for the Work specified in the Contract without the prior written approval of the Commission. Such approval shall be at the sole discretion of the Commission's Representative. 11 Inspection: The Commission reserves the right to inspect the Work at any reasonable time prior to shipment upon 48 hours prior notice to the Supplier and in such event, the Supplier agrees to provide access to the Commission s inspector. 12 Delivery and Shipping Instructions: The Supplier shall be responsible for ensuring that the products are appropriately packaged and delivered to the Commission to the delivery point specified in the P.O. in good condition in accordance with the delivery schedule and for providing all the information necessary for the identification and reporting of shipments. Packing slips must accompany all shipments indicating the total number of boxes, skids, etc. included with the shipment. If deliveries include items relating to more than one P.O., separate packing slips must be provided for each P.O. detailing each P.O. item in the shipment. If there is more than one container, then each one must reference the Packing slip number. The P.O. number must be clearly marked on all packages, boxes, Bills of Lading and any correspondence relating to the Contract. Failure to provide the above information may result in rejection and return of the shipment which shall be at the Supplier s expense.

7 General Conditions (GC's) Standard Supply Contract (June 2010) Page 2 of 3 13 WHMIS: The Supplier shall be responsible to ensure that a Material Safety Data Sheet (MSDS) accompanies the shipment as appropriate. The Supplier is also required to label the goods in accordance with the WHMIS guidelines prior to delivery to the Commission. Improperly labelled goods may be returned to the Supplier at the Supplier s expense. 14 Shipments Originating Outside of Canada: The Supplier shall clearly mark on all shipping documentation the name of the Broker to be used to clear the shipment at the border and if not provided at the time the shipment arrives at the border, it will be cleared by the Commission s Broker. All costs incurred will be to the Supplier s account and deducted from any money due to the Supplier. Canada Customs requires six (6) copies of the Customs Invoice that must show the gross weight of each shipment which must agree exactly with the weight shown on the waybill; also the complete routing must be shown on all Customs Invoices. If applicable, the Supplier shall provide a NAFTA certificate of origin for free trade purposes in duplicate for deliveries originating in the United States, which shall be included with the shipping documents and invoices. All costs incurred as a result of the Supplier s failure to provide a NAFTA certificate of origin will be the responsibility of the Supplier and may be deducted from any money due to the Supplier. 15 Terms of Payment and Invoicing: Payment shall be within 30 days following delivery of the Work after receipt of an acceptable invoice by the Commission. Invoices shall be provided in duplicate complete with the Bill of Lading and Freight Bills attached, if applicable. Invoices shall be fully priced and show the P.O. number and item number(s) and the GST registration number and must clearly show whether the invoiced amount represents the complete Contract or only a part thereof. Invoices shall be forwarded to the following address on the same day as the products are dispatched: Toronto Transit Commission 1900 Yonge Street Toronto, Ontario, M4S 1Z2 Attention: Supervisor, Accounts Payable 16 Returns: The Supplier shall not accept returned Work unless accompanied by the Commission s signed Delivery Slip. 17 Warranty: Neither testing, inspection or acceptance of the Work or payment thereof by the Commission, shall relieve the Supplier of its responsibility to immediately at its own expense, remedy any defect or deficiency in the material or workmanship or any damage to other work resulting therefrom upon notification of same, by the Commission which shall appear within a period of one (1) year from the date of the actual delivery or such longer period as may be stated in the Specifications or the P.O. 18 Proprietary Rights: The Supplier shall pay royalties and patent fees required for the performance of the Work, and shall indemnify, defend and save harmless the Commission from any action or claim arising out of the infringement or alleged infringement of any valid or allegedly valid patent, trademark, copyright, industrial design, trade secret or other forms of intellectual property and shall indemnify the Commission for any cost, expense and damages which it may suffer or be obliged to pay by reason of such action or claim. Any patterns, molds, dies, drawings, documents, technical data, methods, processes, tooling, and inventions; whether conceived, or developed and produced during the course of the Contract specifically for the purposes of completing the Contract, shall be the property of the Commission, who shall have sole exclusive rights for subsequent use of same, except as may otherwise be granted by the Commission. Neither the Supplier nor its Sub-Suppliers shall apply for any patent in regard thereto; or divulge, use or sell any information or thing related thereto. Upon completion of the Contract, the Supplier, at its own expense, shall be responsible for packaging and delivering the Commission s patterns, molds, dies and other tooling to the Commission and shall contact the Commission s Representative for shipping instructions. 19 Suspension or Termination of Contract: The Commission shall have the right for convenience to suspend or terminate further performance of all or any portion of the Work at any stage of undertaking by notice in writing to the Supplier. On the date of such notice the Supplier shall discontinue all Work as instructed whether being performed by itself or its Sub-Suppliers and shall preserve and protect all Work in progress and completed Work. The Supplier shall be reimbursed for that portion of the Work satisfactorily performed or complete to the date of the notice. The Commission shall not be liable for any other costs arising from such notice including but not limited to loss of anticipated profits or loss of opportunity. 20 Default by the Supplier: If, in the opinion of the Commission s Representative, the Supplier by its own acts, omissions or neglect or that of any of its Sub-Suppliers, fails to comply with the provisions of the Contract, fails to proceed with or delays the Work, or causes expense to the Commission, then the Commission s Representative may notify the Supplier in writing of such default and instruct it either to immediately correct the default, or to provide notice to the Commission of its agreement to correct the default within a schedule acceptable to the Commission within three (3) business days. If the Contractor fails to correct the default within the time specified or subsequently agreed upon, the Commission may correct such default without prejudice to any right or remedy it may have under the Contract. If the Commission or any other party under contract to it, suffers any expense or damages caused by the acts, omissions or neglect of the Supplier, then the Commission shall have the right to deduct the value of such expenses or damages, notwithstanding the correction of the default within the time specified or subsequently agreed upon. 21 Termination for Default: The Supplier shall be in default of the Contract and the Commission may terminate the Contract if the Supplier either: Fails or refuses to proceed with the Work with due diligence or maintain the Contract Schedule; or, ceases or threatens to cease to carry on its business or if there occurs an act or event of bankruptcy or insolvency of the Supplier; or, Continually or repeatedly refuses or fails without cause to perform the Contract in strict accordance with the Contract Documents. In such event, the Commission s Representative may serve written notice to the Supplier specifying the default and instructing the Supplier to remedy such default within seven (7) calendar days thereafter or risk termination of the Contract. If, within the above specified period, the Supplier fails or refuses to correct the default, the Commission may without prejudice to its other rights and remedies under the Contract, issue a notice to the Supplier to advise the Contract is terminated. In such event, the Commission shall have the right to take possession of the products, materials, tooling, patterns and equipment and complete the Work by whatever method it deems expedient. If the Commission is required to complete the Work, and the value including damages exceeds the Contract price, then the Supplier shall be liable to the Commission for any additional cost in completing the Work. 22 Work Performance: The Commission may maintain a record of the Supplier s performance in completing this Contract and may restrict it from being considered for future work if the Supplier s performance is documented as unacceptable by the Commission. 23 Specified Materials: The Supplier shall supply the material as specified in the Contract and shall not be permitted to substitute any specified material without the prior written approval of the Commission.

8 General Conditions (GC's) Standard Supply Contract (June 2010) Page 3 of 3 If in the event that the Supplier provides material that is either defective, or not as specified in the Contract ( Non-Specified Material ), the Commission will notify the Supplier (which notification may be by ) of the supply of defective material or the supply of Non-Specified Material. Upon receipt of the notice, the Supplier shall immediately, unless otherwise agreed to by the Commission, replace the defective material or the Non-Specified Material, at no additional cost to the Commission. If the Supplier is unable to provide the replacement material in the timeframe specified in the notice, the Commission reserves the right, at its sole discretion, to purchase the material from third parties. The Supplier shall be responsible to reimburse the Commission for all additional costs and expenses incurred in purchasing the specified material from third parties and the Commission may, without prejudice to any other rights available at law or under this Contract, set-off any amounts owing to the Supplier from any amount owing to the Commission in accordance with this section. Without limiting the rights of the Commission as set out above, the Commission also reserves the right, at its sole discretion, to terminate the Contract with the Supplier, if the Supplier is unable to supply the material as specified in the Contract.

9 Supplementary Conditions (SC's) Standard Supply Contract (March 2010) Page 1 of 1 The following supersedes GC6 TAXES AND DUTIES in its entirety and any cross reference thereto:.1 The Contract Price is inclusive of all applicable Canadian federal and provincial taxes and duties, either in force or announced prior to the Tender closing date, even if the effective date is subsequent to the Tender closing date, including but not limited to; the Goods and Services Tax (GST) applicable under the Excise Tax Act, and the Harmonized Sales Tax (HST) which will become effective July 1, 2010 (and which will supersede GST and ORST on the effective date), all customs and duties applicable under the Customs Act and Ontario Retail Sales Tax applicable under the Ontario Retail Sales Tax Act, (which will be superseded by the HST, starting July 1, 2010)..2 If a change in the tax or duty payable is announced subsequent to the Tender closing date, any change in tax or duty payable will be to the account of the Commission. No additional costs for administration or overhead and profit will be allowed on such changes and the Contractor shall supply at no cost to the Commission, sufficient documentation to permit a determination of the resulting change..3 Where an exemption or recovery of government sales tax, custom duties or excise taxes is applicable to the Contract, the Contractor shall provide the Commission where required, with all necessary cost information including original invoices and assistance, at no cost, to facilitate such exemption or recovery of taxes and duties to the credit of the Commission..4 For purchases of material made after the HST is implemented, any cost savings that results to the Contractor as a result of being able to claim the full HST amount as an input tax credit must be passed on to the Commission. The Contractor shall provide the Commission with detailed documentation, as requested by the Commission at any time, supporting: (1) adjustments to the prices to deduct the PST and add the HST and (2) calculations of the tax cost savings with respect to implementation of the HST on July 1, 2010.