THE CITY OF WINNIPEG

OFFER OF SURPLUS GOODS

sURPLUS GOODS oFFER No. Click or tap here to enter text.

Click or tap here to enter text.

TABLE OF CONTENTS

PART A - OFFER SUBMISSION

Form A: Offer of Surplus Goods

Form B: Offer

PART B - Bidding PROCEDURES

B1.	Contract Title	2

B2.	Submission Deadline	2

B3.	Inspection of Surplus Goods	2

B4.	Enquiries	2

B5.	Confidentiality	2

B6.	Addenda	2

B7.	Offer Submission	2

B8.	Offer	2

B9.	Prices	2

B10.	Disclosure	2

B11.	Conflict of Interest and Good Faith	2

B12.	Opening of Offers and Release of Information	2

B13.	Irrevocable Offer	2

B14.	Withdrawal of Offers	2

B15.	Negotiations	2

B16.	Evaluation of Offers	2

B17.	Award of Contract	2

PART C - General Conditions

C0.	General Conditions	2

C1.	Definitions	2

C2.	Payment and Removal of Surplus Goods	2

C3.	Default By Contractor/Offeror	2

C4.	Contractor’s Obligations and Warranties	2

C5.	Assignment	2

C6.	Subcontracting	2

C7.	Indemnity	2

C8.	Miscellaneous	2

PART D - SUPPLEMENTAL CONDITIONS

General

D1.	General Conditions	2

D2.	Surplus Goods	2

D3.	Contract Administrator	2

D4.	Insurance	2

Schedule of Work

D5.	Commencement	2

D6.	Pick Up	2

Measurement and Payment

D7.	Payment	2

PART E - SPECIFICATIONS

General

E1.	Applicable Specifications	2

E2.	Surplus Goods	2

E3.	^	2

Bidding PROCEDURES

Contract Title

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Submission Deadline

The Submission Deadline is 4:00 p.m. Winnipeg time, ^.

The Contract Administrator or the Manager of Purchasing may extend the Submission Deadline by issuing an addendum at any time prior to the time and date specified in B2.1.

Inspection of Surplus Goods

The Offeror is responsible for inspecting the Surplus Goods, the nature of the Work to be done and all conditions that might affect their Offer or their performance of the Work, and shall assume all risk for conditions existing or arising in the course of the Work which have been or could have been determined through such inspection.

Further to B3.1, the Contract Administrator or an authorized representative will be available at the Site at ^ on ^ to provide Offerors access to inspect the Surplus Goods.

The Offeror is advised that ^

The Offeror shall not be entitled to rely on any information or interpretation received at the inspection unless that information or interpretation is the Offeror’s direct observation, or is provided by the Contract Administrator in writing.

Further to B3.1, the Offeror may make an appointment to inspect the Surplus Goods.by contacting the Contract Administrator.

The Offeror is advised that ^

The Offeror shall not be entitled to rely on any information or interpretation received at the inspection unless that information or interpretation is the Offeror’s direct observation, or is provided by the Contract Administrator in writing.

Further to B3.1, the Offeror may view the Surplus Goods without making an appointment.

The Offeror is advised that ^

Enquiries

All enquiries shall be directed to the Contract Administrator identified in D3.1.

If the Offeror finds errors, discrepancies or omissions in the Offer of Surplus Goods, or is unsure of the meaning or intent of any provision therein, the Offeror shall promptly notify the Contract Administrator of the error, discrepancy or omission at least five (5) Business Days prior to the Submission Deadline.

Responses to enquiries which, in the sole judgment of the Contract Administrator, require a correction to or a clarification of the Offer of Surplus Goods will be provided by the Contract Administrator to all Offerors by issuing an addendum.

Responses to enquiries which, in the sole judgment of the Contract Administrator, do not require a correction to or a clarification of the Offer of Surplus Goods will be provided by the Contract Administrator only to the Offeror who made the enquiry.

The Offeror shall not be entitled to rely on any response or interpretation received pursuant to B4 unless that response or interpretation is provided by the Contract Administrator in writing.

Any enquiries concerning submitting through MERX should be addressed to:

MERX Customer Support

Phone: 1-800-964-6379

Email: merx@merx.com

Confidentiality

Information provided to an Offeror by the City or acquired by an Offeror by way of further enquiries or through investigation is confidential. Such information shall not be used or disclosed in any way without the prior written authorization of the Contract Administrator. The use and disclosure of the confidential information shall not apply to information which:

was known to the Offeror before receipt hereof; or

becomes publicly known other than through the Offeror; or

is disclosed pursuant to the requirements of a governmental authority or judicial order.

The Offeror shall not make any statement of fact or opinion regarding any aspect of the Offer of Surplus Goods to the media or any member of the public without the prior written authorization of the Contract Administrator.

Addenda

The Contract Administrator may, at any time prior to the Submission deadline, issue addenda correcting errors, discrepancies or omissions in the Offer of Surplus Goods, or clarifying the meaning or intent of any provision therein.

The Contract Administrator will issue each addendum at least two (2) Business Days prior to the Submission Deadline, or provide at least two (2) Business Days by extending the Submission Deadline.

Addenda will be available on the MERX website at www.merx.com.

The Offeror is responsible for ensuring that they have received all addenda and is advised to check the MERX website for addenda regularly and shortly before the Submission Deadline, as may be amended by addendum.

The Offeror shall acknowledge receipt of each addendum in Paragraph 7 of Form A: Offer of Surplus Goods. Failure to acknowledge receipt of an addendum may render an Offer non-responsive.

Notwithstanding B4, enquiries related to an Addendum may be directed to the Contract Administrator indicated in D3.

Offer Submission

The Offer shall consist of the following components:

Form A: Offer of Surplus Goods;

Form B: Offer.

All components of the Offer shall be fully completed or provided, and submitted by the Offeror no later than the Submission Deadline, with all required entries made clearly and completely.

The Offer shall be submitted electronically through MERX at www.merx.com.

Offers will only be accepted electronically through MERX.

Offerors are advised that inclusion of terms and conditions inconsistent with the Offer of Surplus Goods document, including the General Conditions, will be evaluated in accordance with B16.1(a).

Offer

The Offeror shall complete Form A: Offer of Surplus Goods, making all required entries.

Paragraph 2 of Form A: Offer of Surplus Goods shall be completed in accordance with the following requirements:

if the Offeror is a private individual carrying on business in their own name, their name shall be inserted;

if the Offeror is a sole proprietor carrying on business in their own name, their name shall be inserted;

if the Offeror is a partnership, the full name of the partnership shall be inserted;

if the Offeror is a corporation, the full name of the corporation shall be inserted;

if the Offeror is carrying on business under a name other than their own, the business name and the name of every partner or corporation who is the owner of such business name shall be inserted.

If an Offer is submitted jointly by two or more persons, each and all such persons shall identify themselves in accordance with B8.2.

In Paragraph 3 of Form A: Offer of Surplus Goods, the Offeror shall identify a contact person who is authorized to represent the Offeror for purposes of the Offer.

Paragraph 10 of Form A: Offer of Surplus Goods shall be signed in accordance with the following requirements:

if the Offeror is a private individual carrying on business in their own name, it shall be signed by the Offeror;

if the Offeror is a sole proprietor carrying on business in their own name, it shall be signed by the Offeror;

if the Offeror is a partnership, it shall be signed by the partner or partners who have authority to sign for the partnership;

if the Offeror is a corporation, it shall be signed by their duly authorized officer or officers and;

if the Offeror is carrying on business under a name other than their own, it shall be signed by the registered owner of the business name, or by the registered owner's authorized officials if the owner is a partnership or a corporation.

The name and official capacity, if applicable of all individuals signing Form A: Offer of Surplus Goods should be entered below such signatures.

If an Offer is submitted jointly by two or more persons, the word "Offeror" shall mean each and all such persons, and the undertakings, covenants and obligations of such joint Offerors in the Offer and the Contract, when awarded, shall be both joint and several.

The Offer shall be open for acceptance, binding and irrevocable for the period of time specified in Paragraph 8 on Form A: Offer of Surplus Goods. An Offeror who withdraws their Offer after the Submission Deadline but before their Offer has been released or has lapsed shall be liable for such damages as are imposed upon the Offeror by law and subject to such sanctions as the City considers appropriate in the circumstances.

Prices

The Offeror shall state a price in Canadian funds for each item of the Work identified on Form B: Offer.

The Offeror shall state the lump sum price in Canadian funds for the Work in the Total Bid Price field in MERX.

Prices are subject to applicable taxes (G.S.T. and M.R.S.T.).

Disclosure

Various Persons provided information or services with respect to the Offer of Surplus Goods. In the City’s opinion, this relationship or association does not create a conflict of interest because of this full disclosure. Where applicable, additional material available as a result of contact with these Persons is listed below.

The Persons are:

^

^

Additional Material:

^

^

Conflict of Interest and Good Faith

Offerors, by responding to this Offer of Surplus Goods, declare that no Conflict of Interest currently exists, or is reasonably expected to exist in the future.

Conflict of Interest means any situation or circumstance where an Offeror or employee of the Offeror proposed for the Work has:

other commitments;

relationships;

financial interests; or

involvement in ongoing litigation;

that could or would be seen to:

exercise an improper influence over the objective, unbiased and impartial exercise of the independent judgment of the City with respect to the evaluation of Offers or award of the Contract; or

compromise, impair or be incompatible with the effective performance of an Offeror’s obligations under the Contract;

has contractual or other obligations to the City that could or would be seen to have been compromised or impaired as a result of their participation in the Offer of Surplus Goods process or the Work; or

has knowledge of confidential information (other than confidential information disclosed by the City in the normal course of the Offer of Surplus Goods process) of strategic and/or material relevance to the Offer of Surplus Goods process or to the Work that is not available to other Offerors and that could or would be seen to give that Offeror an unfair competitive advantage.

In connection with their Offer, each entity identified in B11.2 shall:

avoid any perceived, potential or actual Conflict of Interest in relation to the procurement process and the Work;

upon discovering any perceived, potential or actual Conflict of Interest at any time during the Offer of Surplus Goods process, promptly disclose a detailed description of the Conflict of Interest to the City in a written statement to the Contract Administrator; and

provide the City with the proposed means to avoid or mitigate, to the greatest extent practicable, any perceived, potential or actual Conflict of Interest and shall submit any additional information to the City that the City considers necessary to properly assess the perceived, potential or actual Conflict of Interest.

Without limiting B11.3, the City may, in their sole discretion, waive any and all perceived, potential or actual Conflicts of Interest. The City’s waiver may be based upon such terms and conditions as the City, in their sole discretion, requires to satisfy itself that the Conflict of Interest has been appropriately avoided or mitigated, including requiring the Offeror to put into place such policies, procedures, measures and other safeguards as may be required by and be acceptable to the City, in their sole discretion, to avoid or mitigate the impact of such Conflict of Interest.

Without limiting B11.3, and in addition to all contractual or other rights or rights at law or in equity or legislation that may be available to the City, the City may, in their sole discretion:

disqualify an Offeror that fails to disclose a perceived, potential or actual Conflict of Interest of the Offeror or any of their employees proposed for the Work;

require the removal or replacement of any employees proposed for the Work that has a perceived, actual or potential Conflict of Interest that the City, in their sole discretion, determines cannot be avoided or mitigated;

disqualify an Offeror or employees proposed for the Work that fails to comply with any requirements prescribed by the City pursuant to B11.4 to avoid or mitigate a Conflict of Interest; and

disqualify an Offeror if the Offeror, or one of their employees proposed for the Work, has a perceived, potential or actual Conflict of Interest that, in the City’s sole discretion, cannot be avoided or mitigated, or otherwise resolved.

The final determination of whether a perceived, potential or actual Conflict of Interest exists shall be made by the City, in their sole discretion.

Opening of Offers and Release of Information

Offers will not be opened publicly.

Following the Submission Deadline, the names of the Offeror and their Offer (unevaluated and pending review and verification of conformance with requirements) will be available on the MERX website at www.merx.com.

After award of Contract, the name(s) of the successful Offeror(s) and their Offer amount(s) will be available on the MERX website at www.merx.com.

The Bidder is advised that any information contained in any Offer may be released if required by The Freedom of Information and Protection of Privacy Act (Manitoba), by other authorities having jurisdiction, or by law or by City policy or procedures (which may include access by members of City Council).

To the extent permitted, the City shall treat as confidential information, those aspects of an Offer Submission identified by the Offeror as such in accordance with and by reference to Part 2, Section 17 or Section 18 or Section 26 of The Freedom of Information and Protection of Privacy Act (Manitoba), as amended.

Irrevocable Offer

The Offer(s) submitted by the Offeror shall be irrevocable for the time period specified in Paragraph 8 of Form A: Offer of Surplus Goods.

The acceptance by the City of any Offer shall not release the Offers of the next two highest evaluated responsive Offerors and these Offerors shall be bound by their Offers on such Work for the time period specified in Paragraph 8 of Form A: Offer of Surplus Goods

Withdrawal of Offers

An Offeror may withdraw their Offer without penalty at any time prior to the Submission Deadline.

Negotiations

The City reserves the right to negotiate details of the Contract with any Offeror. Offerors are advised to present their best offer, not a starting point for negotiations in their Offer of Surplus Goods.

The City may negotiate with the Offerors submitting, in the City’s opinion, the most advantageous Offer of Surplus Goods. The City may enter into negotiations with one or more Offerors without being obligated to offer the same opportunity to any other Offerors. Negotiations may be concurrent and will involve each Offeror individually. The City shall incur no liability to any Offeror as a result of such negotiations.

Offerors are advised that this Offer of Surplus Goods may be subject to a Reserve. The City is not obligated to disclose the Reserve.

When a Reserve is not met, the highest Offeror may be contacted to purchase the Surplus Goods at the Reserve. If the high Offeror does not purchase the Surplus Goods the next highest Offeror may be given the opportunity to purchase the Surplus Goods at the Reserve. The City retains the right to lower the Reserve at any time.

If, in the course of negotiations pursuant to B15.2, the Offeror amends or modifies a Form A:Offer of Surplus Goods, after the Submission Deadline, the City may consider the amended Proposal as an alternative to the Proposal already submitted without releasing the Proponent from the Proposal as originally submitted.

Evaluation of Offers

Award of the Contract shall be based on the following Offer evaluation criteria:

compliance by the Offeror with the requirements of the Offer of Surplus Goods, or acceptable deviation therefrom (pass/fail);

Offer Price;

Further to B16.1(a), the Award Authority may reject an offer as being non-responsive if the Offer to purchase Submission is incomplete, obscure or conditional, or contains additions, deletions, alterations or other irregularities. The Award Authority may reject all or any part of any Offer, or waive any noncompliance with the requirements of the Offer to Purchase Surplus Goods if the interests of the City so require.

Further to B16.1(b), the Offer Price shall be the price shown on Form B: Offer.

Further to B16.1(b), the Offer Price shall be the sum of the quantities multiplied by the unit prices for each item shown on Form B: Offer.

Further to B16.1(b),in the event that a unit price is not provided on Form B: Offer, the City may determine the unit price by dividing the Amount (extended price) by the approximate quantity, for the purposes of evaluation and payment

Further to B16.1(b), the Offer Price shall be the lump sum price shown in MERX.

This Contract will be awarded as a whole.

This Contract may be awarded separately in sections.

Notwithstanding B9.1, the Offeror may, but is not required to, make an Offer on all sections.

Notwithstanding B17.5, the City shall not be obligated to award any section to the responsible Offeror submitting the highest evaluated responsive Offer for that section and shall have the right to choose the alternative which is in their best interests. If the Offeror has not submitted an Offer on both alternatives, they shall have no claim against the City if their partial Offer is rejected in favour of an award of the Contract on the basis of an alternative or section upon which they have not bid.

Award of Contract

The City will give notice of the award of the Contract or will give notice that no award will be made.

The City will have no obligation to award a Contract to or accept the Offer of an Offeror, even though one or all of the Offerors are determined to be qualified, and the Offers are determined to be responsive.

The City will give notice of the acceptance of an Offer(s) or will give notice that no Offers were accepted.

The City reserves the right to accept or to reject any or all Offers, and the highest Offer of Surplus Goods will not necessarily be accepted.

Without limiting the generality of B17.2, the City will have no obligation to award a Contract where:

the Reserve is not met; or

in the judgment of the Award Authority, the interests of the City would best be served by not awarding a Contract.

Where an award of Contract is made by the City, the award shall be made to the qualified Offeror submitting the highest evaluated responsive Offer, in accordance with B15.

General Conditions

General Conditions

These General Conditions are applicable to the Work of the Contract.

Definitions

Where used in these General Conditions and in the other documents forming part of the Contract:

“Award Authority” means the authority having the jurisdiction to award the Contract according to the City’s by-laws, policies or procedures;

“Business Day” means any Calendar Day, other than a Saturday, Sunday, or a statutory or civic holiday;

“C” designates a section, clause or subclause in these General Conditions;

“Calendar Day” means the period from one midnight to the following midnight;

“City” means The City of Winnipeg as continued under The City of Winnipeg Charter, Statutes of Manitoba 2002, c. 39, and any subsequent amendments thereto;

“Contract“ means the combined documents consisting of either: (i) the agreement forwarded to the Contractor pursuant to C2 and all schedules thereto (consisting of the Offer Opportunity and any documents and Drawings referred to and incorporated therein) together with the Offer and any submissions required to be made by the Contractor after award, and all amendments to the foregoing; or (ii) the Purchase Order prepared and forwarded to the Contractor which shall be deemed to include the Offer of Surplus Goods and any documents and Drawings referred to and incorporated therein, together with the Offer and any submissions required to be made by the Contractor after award and all amendments to the foregoing;

“Contract Administrator” means the person designated as such in the Supplemental Conditions;

“Contract Price” means the price agreed upon payable by the Contractor to the City for the purchase of Surplus Goods;

“Contractor” means the person purchasing the Surplus Goods and undertaking the performance of the Work under the terms of the Contract;

“Drawings” means drawings which show the nature and scope of the Surplus Goods or Work to be performed and which have been prepared or approved by the Contract Administrator and are referred to in the Contract;

"may" indicates an allowable action or feature which will not be evaluated;

"must" or "shall" indicates a mandatory requirement which will be evaluated on a pass/fail basis;

“Offer” means the documents and other things, including but not limited to forms contained in the Offer of Surplus Goods, which must be completed or provided and submitted by the Submission Deadline in order to constitute a responsive offer;

“Offer Opportunity” means the Offer of Surplus Goods, the Offering Procedures, these General Conditions, the Supplemental Conditions, the Specifications, the Drawings and all addenda;

“Offeror” means any person submitting an Offer;

“Offering Procedures” means the portion of the Offer Opportunity by that name which sets out the terms and conditions governing the Offer, and a reference to a section, clause or subclause with the prefix “B” designates a section, clause or subclause in that portion of the Offer Opportunity;

“Offer of Surplus Goods” means that portion of the Offer Opportunity by the name which contains forms to be included in the Offer;

“Person” means an individual, firm, partnership, association or corporation, or any combination thereof, and includes heirs, administrators, executors or legal representatives of a person;

"Reserve Offer” means a price the City considers prior to receiving Offers as the lowest it is willing to accept for the item(s) within the Offer of Surplus Goods. The Reserve is not an indication, warranty, or representation of the value of the Surplus Goods;

"should" indicates a desirable action or feature which will be evaluated on a relative scale;

“Site” means the City property at which the Surplus Goods are stored and are to be removed from by the Contractor;

“Subcontractor” means a person contracting with the Contractor for the performance of a part or parts of the removal of Surplus Goods and includes a Subcontractor’s subcontractor;

“Submission Deadline” means the time and date set out in the Bidding Procedures for final receipt of Offers;

“Supplemental Conditions” means the portion of the Offer of Surplus Goods by that name which sets out terms and conditions specific to the Contract, and supplements or modifies the General Conditions, and a reference to a section, clause or subclause with the prefix “D” designates a section, clause or subclause in that portion of the Offer of Surplus Goods;

“Surplus Goods” means the Surplus Goods offered for sale by the City and identified as such in the Offer Opportunity;

“Work” means the carrying out and the doing of all things, whether of a temporary or permanent nature, that are to be done by the Contractor pursuant to the Contract in order to remove the Surplus Goods from the Site.

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Payment and Removal of Surplus Goods

All Surplus Goods are sold on an "as is, where is" basis and the City makes no representation or warranty with respect to the fitness, merchantability, suitability or durability of any of the goods for any purpose.

The full balance of the Contract Price plus applicable taxes must be paid by certified cheque or money order (payable to The City of Winnipeg) and received by the City not later than 4:30 PM Winnipeg time seven (7) Business Days after the Contractor is notified of the City’s acceptance of the Offer.

Payments shall be delivered to the Contract Administrator at the location(s) and in the manner designated by the Contract Administrator.

Surplus Goods shall be removed between 8:30 AM CT and 4:30 PM CT on a time and date as mutually agreed to between the Contract Administrator and Contractor, but in any event must not occur later than seven (7) Business Days after the Contractor is notified of the City’s acceptance of the Offer. Removal shall not occur unless/until the Contract Price, plus applicable taxes, has been fully paid. To schedule a removal time and date, the Contractor shall contact the Contract Administrator.

The Contractor shall inspect the Surplus Goods at the time of pick up. The City shall not be responsible for any damage, defect or deterioration of the goods purported to have occurred after any prior inspection by the Contractor unless such damage, defect or deterioration is identified at the time of pick up by the Contractor.

All risk of loss and damage to the Surplus Goods shall transfer from the City to the Contractor at the time of acceptance of the Offer. Title in and to the Surplus Goods shall transfer from the City to the Contractor when the Surplus Goods have been removed by the Contractor from the City’s Site.

The City shall not be liable for any loss of or damage to the Surplus Goods howsoever caused, including, without limitation, by reason of the negligence, gross negligence or willful misconduct of the City or those for whom it is responsible, and the Offeror shall indemnify and save harmless the City in all respects thereof.

Prices are subject to applicable taxes (G.S.T. and M.R.S.T.).

If payment has not been received, in the time specified in C2.2 the City will offer the Surplus Goods to the next highest Offeror.

The Offeror shall promptly report any delay or change to an agreed pick up date to the Contract Administrator.

Default By Contractor/Offeror

If the Contractor is in default of any of their obligations hereunder, including without limitation:

the Contractor has not paid for the Surplus Goods in full as required herein; or

the Contractor has not, regardless of reason or cause, and regardless whether risk of loss and damage and/or title has transferred to the Contractor, removed the Surplus Goods as required herein on or before the time required,

the City shall be entitled to retain the deposit (if any) and/or the Contract Price, as the case may be, as the City’s own property. The City may also terminate the award of Contract to the Contractor, and may sell the Surplus Goods to the next highest Offeror. Whether or not the City has then terminated or thereafter terminates the City’s right and obligation to sell and the Contractor’s right and obligation to purchase under this agreement by virtue of the Contractor’s default, retention of the deposit (if any) and/or Contract Price shall not itself constitute a termination of the agreement and shall not restrict the City from exercising any other rights or remedies which the City may have hereunder or at law or equity by virtue of the Contractor’s default, including the right to claim damages from the Contractor which the City sustains in excess of the deposit (if any) and/or Total Offer Price.

Contractor’s Obligations and Warranties

The Contractor shall comply with, and shall be liable for the due and proper observance (both by itself, and by their employees, agents, and contractors) of, all applicable federal, provincial, municipal, state, or other laws, by-laws and regulations which are, or may hereafter become, applicable to the Surplus Goods, and to this agreement.

The Contractor represents, warrants, and covenants that the Surplus Goods shall be transported and disposed of in accordance with all applicable laws and regulations, including, without limitation, those concerning the environment and the handling and transportation of dangerous goods. The representation, warranty, and covenant in the immediately preceding sentence shall survive the entering into of any agreement of purchase and sale, and shall survive any termination of such agreement.

Registration and any/all permits required for transportation of the Surplus Goods (including export) are the sole responsibility of the Contractor. If deemed necessary by the Contractor, the Contractor is solely responsible for securing insurance for the Surplus Goods.

Assignment

The Contractor shall not assign the Contract without the prior written approval of the City.

Subcontracting

If the Contractor subcontracts any portion of the Work, they shall:

employ only Subcontractors who have successfully carried out work similar in nature, scope and value to the portion of the Work proposed to be subcontracted to them, or who are fully capable of performing the Work required to be done in accordance with the terms of the Contract;

enter into contracts or written agreements with their Subcontractors to require them to perform their work in complete conformance with and subject to the terms and conditions of the Contract; and

be as fully responsible to the City for acts and omissions of their Subcontractors and of persons directly or indirectly employed by them as for acts and omissions of persons directly employed by him.

Indemnity

The Contractor shall save harmless and indemnify the City for twice the contract price , unless specifically stated otherwise in the contract documents, against all costs, damages or expenses arising from actions, claims, demands and proceedings, by whomsoever brought, made or taken as a result of acts or omissions of the Contractor, their Subcontractors, employees or agents in the performance or purported performance of the Work, and more particularly from:

accidental injury to or death of any person whether retained by or in the employ of the Contractor or not, arising directly or indirectly by reason of the performance of the Work, or by reason of any trespass on or damage to property;

damage to any property owned in whole or in part by the City, or which the City by duty or custom is obliged, directly or indirectly, in any way or to any degree, to construct, repair or maintain;

damage to, or trespass or encroachment upon, property owned by persons other than the City;

failure to pay a workers compensation assessment, or federal or provincial taxes;

unauthorized use of any design, device, material or process covered by letters patent, copyright, trademark or trade name in connection with the Work;

inaccuracies in any information provided to the City by the Contractor.

The City has the right, acting reasonably and upon notice to the Contractor, to settle any such action, proceeding, claim or demand and charge the Contractor with the amount so paid or to be paid in effecting a settlement.

The Contractor shall pay to the City the value of all legal fees and disbursements required to settle any such claim or to defend the City against any such claim, action, proceeding, claim or demand notwithstanding that the settlement or defence of the said action, proceeding, claim or demand was undertaken on behalf of the City by a salaried employee of the City.

Miscellaneous

The Contract has been entered into in the Province of Manitoba and shall be governed by and construed and enforced in accordance with the laws of the Province of Manitoba and of Canada as applicable therein. The parties hereby irrevocably and unconditionally agree to the exclusive jurisdiction of the Courts in the Province of Manitoba and all courts competent to hear appeals therefrom.

The Contract shall inure to the benefit of and be binding on the respective heirs, executors, administrators, successors and assigns of the City and the Contractor.

If the Contractor is delayed in the performance of the Work by reason of strikes, lock-outs (including lock-outs decreed for their members by a recognized contractors' association of which the Contractor is a member), an act of God, or any other cause which the Contractor satisfies the Contract Administrator to be totally beyond their control, the work schedule shall be adjusted by a period of time equal to the time lost due to such delays. No extension for delay shall be approved unless a notice of the claim is received by the Contract Administrator from the Contractor within seven (7) Calendar Days of the date on which the cause of delay arose.

Any delay or failure by the City to perform their obligations under this Contract shall be excused, to the extent that the delay or failure is caused by an event or occurrence beyond the reasonable control of the City and without their fault or negligence, such as by way of example and not by way of limitation, strikes, lock-outs, or acts of God, provided that written notice of the delay shall be given by the City within seven (7) Calendar Days of the date on which the cause of delay arose.

Any notice or claim for extension must state the cause of delay and the length of extension requested. In the case of a continuing cause of delay, only one claim for an extension shall be necessary.

The duties and obligations imposed upon the Contractor by the Contract and the rights and remedies available to the City hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed upon the Contractor or available to the City at law.

All notices, requests, nominations, consents, approvals, statements, authorizations, documents or other communications required or permitted to be given under the Contract shall be in writing and shall be delivered by hand, by facsimile transmission (fax) or by mail. All notices, requests, nominations, consents, approvals, statements, authorizations, documents or other communications shall be delivered to the applicable addresses set out in the Supplemental Conditions. Either party may, by giving notice, designate another address or addresses at which it will accept delivery of notices, requests, nominations, consents, approvals, statements, authorizations, documents or other communications. Delivery to the Contractor’s designated supervisor at the Site shall constitute delivery to the Contractor. Any notices, requests, nominations, consents, approvals, statements, authorizations, documents or other communications given as provided herein shall: (a) if delivered by hand, be deemed to have been received on the day of receipt; (b) if delivered by facsimile transmission, be deemed to have been received on the day of transmission, if a Business Day, or if not a Business Day, on the Business Day next following the day of transmission; and (c) if delivered by mail, be deemed to have been received on the second Business Day on which mail is delivered by Canada Post following the date of mailing.

SUPPLEMENTAL CONDITIONS

General

General Conditions

In addition to the General Conditions for the Sale of Surplus Goods, these Supplemental Conditions are applicable to the Work and purchase of Surplus Goods under this Contract.

Surplus Goods

The purchase of Surplus Goods to be done under this Contract shall consist of the purchase and removal of Surplus Goods, and the provision of ancillary services in accordance with applicable specifications, photos, drawings and any addenda.

The Contractor shall provide and pay for all materials, labour, equipment, tools, utilities, licenses and fees necessary to complete the Work.

When used in this Offer of Surplus Goods:

”^” means ^;

”^” means ^;

Contract Administrator

The Contract Administrator is:

^

^

Telephone No.:	204- ^

Email Address:.	^

Insurance

The Offeror shall provide and maintain the following insurance coverage:

Schedule of Work

Commencement

Further to C2, the Contractor shall not pick up any Surplus Goods until they are in receipt of a notice of award from the City authorizing the Work and in receipt of confirmation from the Contract Administrator that the Contract Administrator has received full payment of the Contract Price.

The Offeror shall not pick up any Surplus Goods until:

the Contract Administrator has confirmed receipt and approval of:

Pick Up

Further to C2.4, Surplus Goods shall be picked up within seven (7) Business Days of notification of award, at a time mutually agreed upon between the Offeror and the Contract Administrator.

Notwithstanding C2.4, Surplus Goods shall be picked up between 8:30 a.m. and 4:30 p.m. on Business Days.

Appendix A of these Specifications, listing intended pick up locations, is provided for the convenience of the Offeror only. The City reserves the right to add or delete locations, within the boundaries of the City, or alter the type or quantity of Surplus Goods to be supplied at any location as required by changes in their operations during the term of the Contract.

Measurement and Payment

Payment

Further to C2, Payment is due from the Offeror, before or at the time of pickup.

Payment shall be in the form of certified cheque or money order payable to the City of Winnipeg.

SPECIFICATIONS

General

Applicable Specifications

These Specifications shall apply to the Offer of Surplus Goods.

The following are applicable;

Drawing/Photo No.	Drawing/Photo Name/Title

Surplus Goods

The City invites offers to purchase surplus ^ in accordance with the requirements hereinafter specified.

Item No. 1 - ^ shall be ^.

^

Item No. 2 - ^ shall be ^.

^

Item No. 3 - ^ shall be ^.

^

Item No. 4 - ^ shall be ^.

^

^

^