The Offeror named on page 1 of this National Master Standing Offer (NMSO) offers to supply, deliver, configure, install (if required by a Call-up), provide documentation, provide warranty service and technical support for the Storage System(s), Storage System Components and associated peripherals, all according to the prices, terms and conditions of this Standing Offer, as and when an Identified User orders Products in accordance with this Standing Offer.
The Offeror offers to deliver all Products in accordance with the Default Configuration, as defined in the Annex entitled "List of Products", unless the Call-up specifically requests changes to the Default Configuration.
Unless otherwise expressly provided for in this Standing Offer, the Offeror agrees to supply only goods/services authorized for supply under this Standing Offer on the date the Call-up is issued, without variation or substitution. The Offeror acknowledges that only Products listed on the CAG website on the date the Call-up is issued may be supplied.
The Offeror acknowledges that multiple National Master Standing Offers have been issued for this requirement. Call-ups will be allocated among the Offerors in accordance with the process described in the Article entitled "Call-up Procedures".
"Call-up", which is defined in 2005 General Conditions, includes any contract issued as a result of a Request for Volume Discount (RVD). All Call-ups are subject to the terms and conditions set out in the Resulting Contract Clauses.
"Category" means one of the four specific classes of equipment described in the Annex entitled "Technical Specifications", meaning Storage Area Network (SAN) 1, SAN 2, SAN 3 and SAN 4.
"Section" means each of the 5 divisions of Products within a Category offered. The 5 Sections in each Category are: 1-Default SAN Storage Platform, 2-SAN Fabric, 3- NAS Gateway, 4-SAN Virtualization, 5-Other Related Options.
"Storage System" means the combination of a Storage Platform and other Products from the same Category.
"Storage Platform" means a storage product that meets the minimum Technical Specifications for Section 1 of any of the Categories described in Annex A. This definition will also apply to Section 3 and Section 4 when storage products that meet the minimum Technical Specifications from the relevant Category are either:
combined with the Storage Platform; or
configured and used as stand-alone capacite_storage.
"Default Storage Platform" and "Default SAN Storage Platform" means a Storage Platform configured exactly as set out in Section 1 of Annex A for the relevant Category.
"Fabric" means the combination of fibre channel switches, directors and other Products from Section 2 of any of the Categories described in Annex A.
"Upgrade" means a change to one or more aspects of the Storage System described in the Annex entitled "List of Products" by enhancing its functionality, storage capacity or performance. Upgrades are performed by the Offeror as part of the configuration.
"Component" means equipment that is part of a Storage System or a Section. Each component with a separate price in the Annex entitled "List of Products" may be ordered by itself.
"Peripheral" means equipment that can be used with any Storage System.
"Optional Items" means the related equipment listed on an Offeror’s optional equipment list and approved by the Public Works and Government Services Canada (PWGSC) Technical Authority. Optional Items are listed in Section 5 (Other Related Options) for a given Default Storage Platform.
"Product" means any Storage System, Upgrade, Component, Peripheral, or Optional Item. When Products are not ordered as part of an operational platform, they are subject to the call-up limitations specified for Optional Items unless otherwise specified.
"CAG website" means the PWGSC Computer Acquisition Guide website (http://computer.pwgsc.gc.ca).
"Manufacturer" means the entity that manufactures a Storage System (as determined by the brand name appearing on both the Default Storage Platform and in all certifications, supporting manuals and documentation, which must be the same), not necessarily the Offeror.
The Resulting Contract Clauses contain an Article entitled "Security Requirement". The Standing Offer Authority or Identified User making a Call-up may, in its discretion, substitute an alternative Security Requirement. In such instances, the Call-up will only be issued to an Offeror who, at the time of the Call-up, satisfies the Security Requirement specified by the Identified User.
All clauses and conditions identified in the Standing Offer and resulting Contract(s) by title, number and date are set out in the Standard Acquisition Clauses and Conditions Manual issued by PWGSC.
The Manual is available on the PWGSC Website: http://sacc.pwgsc.gc.ca/sacc/index-e.jsp.
2005 General Conditions – Standing Offers – Goods or Services (2007-05-25), apply to form part of this Standing Offer, subject to the following:
Regarding Section 8 of 2005 General Conditions, "standing offer unit prices" do not include the prices offered by the Offeror in response to individual Requests for Volume Discounts.
Regarding Section 4(d), although this Standing Offer is not assignable or transferable and any purported assignment or transfer is void and of no effect, for this Standing Offer Canada may agree (in its sole discretion) to issue a substitute Standing Offer where:
a request to the Standing Offer Authority to issue a substitute Standing Offer is made by the original Offeror; and
the proposed substitute Standing Offer is for the same goods and services, on the same terms and conditions, and at the same prices then in effect in the offer submitted by the original Offeror.
(a) The Offeror must compile and maintain records on its provision of goods, services or both to the federal government under contracts resulting from the Standing Offer. This data must include all purchases ordered, including purchases paid for by a Government of Canada Acquisition Card. The data must be aggregated and submitted to the PWGSC Administrative Authority on a quarterly basis. The reported data must include the data shown in the Annex entitled "Standing Offer Activity Report".
Quarterly periods are defined as follows:
1st quarter: April 1 to June 30;
2nd quarter: July 1 to September 30;
3rd quarter: October 1 to December 31;and
4th quarter: January 1 to March 31.
The reporting cut-off date for each quarter is the last Friday of the third calendar month of the quarter. Goods, services or both provided in the period after that day must be included in the next quarter's report. Electronic reports must be completed and forwarded to the PWGSC Standing Offer Authority no later than 15 calendar days after the end of the quarterly period.
All data fields of the report must be completed as requested. If some data is not available, the reason must be indicated in the report. If no goods or services are provided during a given period, the Offeror must still provide a "NIL" report.
Failure to provide fully completed quarterly reports in accordance with the above instructions may result in the setting aside of the Standing Offer and the application of a vendor performance corrective measure.
Failure to submit fully completed quarterly reports in accordance with the above instructions will result in the immediate removal of the Offeror’s Storage Systems. Storage Systems will be reinstated on the refresh date immediately following the submission of the completed report.
The Offeror must retain all the data and the filed reports for 6 years from the date of the last Call-up made under this Standing Offer.
Canada may place Call-ups under the series of National Master Standing Offers for 24 months from the date they are issued (the "Initial Standing Offer Period").
Canada may extend the period in which it places Call-ups under this Standing Offer for 2 period(s) of up to 12 months each (the "Extension Periods"). Canada may request such an extension at any time by sending a notice to the Offeror at least 30 calendar days before the date on which this Standing Offer would otherwise expire. Any extension may only be requested by the Standing Offer Authority and will be evidenced, for administrative purposes only, by a Standing Offer revision.
The Initial Standing Offer Period and the Extension Periods are collectively referred to as the "Standing Offer Period".
The Offeror agrees that the rates/prices will be in accordance with the provisions of this Standing Offer throughout the Standing Offer Period.
The Contract Period of individual Call-ups may extend beyond the Standing Offer Period. That is, a Call-up may be placed up until the last day of the Standing Offer Period; the resulting contract will be in force until all the work has been completed, including warranty services.
The Standing Offer Authority for this Standing Offer is the contracting officer named on page one of this Standing Offer. The Standing Offer Authority is responsible for the establishment of the Standing Offer, its administration and its revision, if applicable. The Standing Offer Authority is also the Contracting Authority for all Call-ups issued under this Standing Offer. The Offeror acknowledges that the Standing Offer Authority is entitled to exercise any and all audit and verification rights described in this Standing Offer, including the Resulting Contract Clauses, in respect of any Call-ups made under this Standing Offer and to request any information concerning Call-ups that the Standing Offer Authority considers necessary.
The PWGSC Administrative Authority is responsible for the management of any Requests for Product Substitution/Price Revision and for the management of the CAG website. Any changes related to Product Substitutions or Price Revisions must be authorized in writing by the PWGSC Administrative Authority or the PWGSC Standing Offer Authority.
The Technical Authority is responsible for all matters concerning the technical content of the Work under contracts resulting from this Standing Offer. Any proposed changes to the scope of the Work are to be discussed with the Technical Authority, but any resulting change can only be confirmed by a revision issued by the Standing Offer Authority.
The technical authority is: PWGSC – STAMS, ITS (Informatics Technical Services)
The preceding authorities may delegate their authority and may act through a duly appointed representative within their respective divisions.
The Offeror agrees not to accept Call-ups to perform work in excess of or outside the scope of this Standing Offer without specific written authorization from the PWGSC Standing Offer Authority. The Offeror acknowledges that the Identified Users are without authority to vary or amend the terms or the scope of this Standing Offer.
The Offeror’s contact for all matters relating to this Standing Offer, including all resulting Call-ups, is:
E-mail Address: _____________________
The Offeror confirms that the Authorized Resellers listed in the Annex entitled "List of Authorized Resellers and Service Outlets" are authorized to act on its behalf as its agent for the purposes of performing the Work under Call-ups and receiving payment. Any payment made by Canada to an Authorized Reseller will be considered payment to the Offeror itself. This agency relationship (through which the Authorized Reseller performs contractual obligations on behalf of the Offeror) does not amend, diminish or modify any of the responsibilities of the Offeror under the Standing Offer or any resulting Call-ups. The Offeror agrees and understands that it is solely responsible for ensuring that all of its Authorized Resellers complete all Call-ups in accordance with their terms and conditions and that, if the Authorized Reseller fails to fulfill all the Call-up obligations, the Offeror must, upon written notification from the PWGSC Standing Offer Authority, immediately complete and fulfill those obligations directly at no additional cost to Canada. The Offeror agrees to inform the Standing Offer Authority in writing of any changes in the list of its Authorized Resellers during the Standing Offer Period and to remove any Authorized Reseller if requested to do so by the Standing Offer Authority.
The Offeror must have an existing and experienced technical support infrastructure, staffed with personnel trained on the Offeror's Products. This technical support infrastructure must consist of a minimum of fifteen technicians across Canada who must include at least 2 of each from at least 3 of the following specialization programs:
Novell Certified Network Engineers
Microsoft Certified Engineers
Linux Certified Engineers
Sun Solaris Certified Engineers
HP-UX Certified Engineers
AIX Certified Engineers
IBM ZOS Certified Engineers
VMware ESX Certified Engineers
Under this Standing Offer, where the Offeror is required to provide notice to Canada or the Minister, notice must be provided in writing to the Standing Offer Authority; where Canada or the Minister is required to provide notice to the Offeror, notice must be provided in writing to the Offeror’s representative named above.
The Identified Users authorized to make call-ups against the Standing Offer include any government department, agency or Crown Corporation, including those listed in any schedules of the Financial Administration Act (as amended from time to time) and any other party for which the Department of Public Works and Government Services has been authorized to act from time to time under section 16 of the Department of Public Works and Government Services Act.
Only Authorized Call-ups to be Accepted: The Offeror agrees only to accept individual Call-ups made by Identified Users pursuant to this Standing Offer that do not exceed the applicable Call-up Limitations. The Offeror acknowledges that any Call-up made by an Identified User exceeding the applicable Call-up Limitation is not permitted under this Standing Offer and is without authority.
Division and Consolidation of Requirements: Multiple Call-ups will not be issued in order to circumvent competition. The Standing Offer Authority may consolidate requirements across Identified Users and issue Call-ups on a periodic basis to receive better pricing.
Contracting Authority: PWGSC will act as the Contracting Authority for all Call-ups, including those made directly by Identified Users.
Technical Authority for Call-ups: The Technical Authority identified by the Identified User in the Call-up will act as the Technical Authority for all Call-ups issued directly by Identified Users within the Call-up Limitations. Where no Technical Authority is identified in a Call-up, the PWGSC Technical Authority will act as the Technical Authority.
Call-ups made directly by Identified Users: An Identified User may issue a Call-up directly to any Offeror up to the applicable Call-up Limitations.
Call-ups made Directly by PWGSC Standing Offer Authority: The PWGSC Standing Offer Authority may issue a Call-up directly to any Offeror up to the applicable Call-up Limitations.
Call-ups made by PWGSC Standing Offer Authority Using RVD Process: For requirements that exceed the Call-up Limitations, PWGSC will issue a RVD. In addition to these requirements, PWGSC may, in its discretion, issue a RVD for any requirement. The RVD process is described in the Annex entitled "RVD Process".
Authorized Call-ups against this Standing Offer will be made by Identified Users using Form 942 or by the PWGSC Standing Offer Authority using its own form. Authorized Call-ups may also be made under this Standing Offer through the RVD process described in this Standing Offer, in which case the PWGSC Standing Offer Authority will issue a Call-up using its own form.
Each Call-up results in a separate contract between Canada and the Offeror.
Each Call-up must specify the Standing Offer number, the applicable Category(ies), the item number, the Product name, model, and part number.
The Offeror acknowledges that no costs incurred before the receipt of a signed Call-Up can be charged to this Standing Offer or any Call-ups made against it.
The Offeror acknowledges and agrees that the terms and conditions set out in the Resulting Contract Clauses that form part of this Standing Offer apply to every Call-up made under this Standing Offer.
The Call-up Limitations are described in the Annex entitled "Call-up Limitations".
The documents specified below form part of and are incorporated into the Standing Offer. If there is a discrepancy between the wording of any documents that appear on the list, the wording of the document that first appears will prevail over the wording of any document that appears later on the list.
These Standing Offer clauses;
The Resulting Contract Clauses;
Annex A: Technical Specifications;
Annex B: List of Products;
Annex C: Call-up Limitations;
Annex D: RVD Process;
Annex E: Request for Product Substitution / Price Revision Sheet;
Annex F: Authorized Reseller Certification;
Annex G: List of Authorized Resellers and Service Outlets; and
Annex H: Standing Offer Activity Report.
Compliance with the Certifications provided by the Offeror is a condition of authorization of the Standing Offer and subject to verification by Canada during the entire Standing Offer Period and during any resulting contract that would continue beyond the Standing Offer Period. If the Offeror does not comply with any certification or it is determined that any certification made by the Offeror in its offer is untrue, whether made knowingly or unknowingly, the Standing Offer Authority has the right to terminate any resulting contract(s) for default and set aside the Standing Offer.
The Offeror represents and warrants that, throughout the Standing Offer Period:
every Storage System will be manufactured at a facility registered under ISO 9001: 2000 by an accredited registrar under the ISO 9001:2000, whether that registration is held by the Offeror or the Manufacturer of the Storage System;
all electrical equipment offered under this Standing Offer is certified or approved for use in accordance with the Canadian Electrical Code, Part 1, by a certification organization accredited by the Standards Council of Canada (SCC) and bears the certification logo that is applicable to the accredited agency. NOTE: Offerors may obtain further information by contacting the SCC at 613-238-3222.
in the case of each Product offered that includes a digital apparatus, that an accredited agency has certified that it does not exceed the FCC Class A limits for radio noise emissions set out in the Radio Interference Regulations and the Products must bear the certification logo of the appropriate accredited agency.
The Standing Offer and any contract resulting from the Standing Offer must be interpreted and governed by the laws in force in Ontario.
PWGSC may, at any time, conduct further Requests for Standing Offers for new Categories and Sections, and the resulting offers may be incorporated into this series of National Master Standing Offers. Requirements for new Categories will be subject to an open competition posted on the Government Electronic Tendering Service. However, new Sections within an existing Category could be added by having existing Offerors in that Category supplement their Standing Offers.
Canada has published policies on Green Procurement and Sustainable Development. All manufacturers and Offerors are encouraged to commit to a comprehensive end-of-life electronics management approach and to the reduction or elimination of hazardous materials. Specifically, all manufacturers and Offerors are encouraged to seek membership in a recognized entity specifically established to address end-of-life electronics recycling and reuse in Canada that has demonstrated an investment in environmental stewardship in compliance with all applicable laws and regulations. One such example would be "Electronics Product Stewardship Canada" (EPS Canada).
While PWGSC in not aware of any formal standards specific to the storage industry in place at this time, manufacturers and Offerors who demonstrate the commitment to significantly reduce or eliminate documented hazardous materials and carcinogens, including lead, cadmium, chromium, brominated flame-retardants and PVC plastics may qualify, for evaluation purposes, for a percentage reduction of the offered price in response to RVD issued under this Standing Offer (see the Annex entitled "RVD Process" about the percentage reductions that can apply to desirable features included in individual RVD ).
New classes of environmentally-friendly enterprise-class hard disk drives are just being introduced. These new Energy Star 4.0 compliant drives offer reduced energy consumption which could potentially provide significant saving to the Crown. Storage Systems that are based wholly on drives of this type may qualify, for evaluation purposes, for a percentage reduction in the offered price in response to RVD issued under this Standing Offer (see the Annex entitled "RVD Process" about the percentage reductions that can apply to desirable features included in individual RVD ).
Proof of commitment may be provided at any time during the Standing Offer Period. The PWGSC Standing Offer Authority reserves the right to determine whether an Offeror’s commitment qualifies for the price advantage for the purpose of RVD as standards evolve.
Offerors should note that, while no mandatory requirements are being included in this Standing Offer, mandatory requirements may be introduced in future RFSOs in relation to Green Procurement and Sustainable Development.
During the Standing Offer Period, Offerors are requested to provide regular updates to the Technical Authority regarding upgrades to the capabilities of the Products, such as when additional operating systems are supported or new drivers become available.
If 50% or more of Offerors in a Category have migrated to next-generation technology, PWGSC reserves the right to require that any dated Products be up-dated. Offerors will be given written notice by the Standing Offer Authority to complete a substitution. The substitution process must be completed within 30 days; otherwise, the identified Product will be removed from the Standing Offer. The "place" held by that Storage System will be held pending submission of a request for substitution, provided it is made in accordance with the Annex entitled "Product Substitutions and Price Revisions" and within 60 days of the date of removal.
As newer technology becomes available, PWGSC may replace existing Categories and/or update the Categories in this Standing Offer. Only Offerors approved to offer Products (as indicated on the CAG website) within the existing Category will be invited to submit substitution requests to supply new Products for the replacement Category. The Standing Offer Authority would provide the applicable Offerors with written notice describing the replacement requirements. The period for requesting clarifications and submitting the substitution request would be a minimum of 60 days. Once the new Category were finalized, the original Category would be removed from the CAG website.
Conditions for Proposing Substitution(s): The Contractor may propose a substitution for an existing Product authorized for supply under this Standing Offer, provided the proposed substitute meets or exceeds the specification(s) detailed in the Annex entitled "Technical Specifications", as well as meeting or exceeding the specifications of the existing Product being substituted. The price for the substitute Product must not exceed:
the ceiling price for the Product originally offered in the Offeror’s Offer;
the current published list price of the substitute Product, less any applicable Government
the price at which the substitute Product is generally available for purchase,
whichever is the lowest.
During substitutions, situations can occur where it is difficult to use the ceiling price of an existing individual Product as a ceiling price limit for the new Product. In cases like this, the Section ceiling price may be used or price support may be requested by the PWGSC Contracting Authority for the individual Product. This is at the sole discretion of the Contracting Authority. The Contracting Authority also has the right to refuse any substitution that does not represent good value to Canada.
Substitution Costs: The proposed substitution may be subject to technical evaluation and all costs associated with the technical evaluation will be at the Offeror’s expense.
Process for Requesting Substitution: The request for substitution must be made by submitting to the PWGSC Administrative Authority a completed "Request for Product Substitution/Price Revision Form", which must provide the full details on the nature of the substitution including the URL(s) for the applicable technical specification(s) of the Product, any necessary technical documentation, certifications, manuals and a copy of the current published list price for the Product. Also, a revised Annex entitled "List of Products" in both hard and electronic copy may be requested by Canada depending on the extent the of proposed Product substitution(s).
Limit on Number of Storage Systems from Same Offeror or Same Manufacturer: Offerors are not permitted to have more than two Storage Systems approved in any Category. Nor will more than two Storage Systems from any Manufacturer be approved in any Category. Proposed substitutions that would result in either case will not be approved.
Same Storage System: Offerors are not permitted to substitute a Storage System that would result in the Same Storage System (from the same Manufacturer) appearing more than once in a Category. Proposed substitutions that would result in this case will not be approved.
Category Migration: (Recategorization as a Result of Substitution): Whenever the nature of the proposed substitution is such that the replacement Storage System meets the minimum specifications/requirements of a higher NMSO Category within the same group of Categories (e.g., the Product is listed in Category X.1, but the proposed substitution satisfies the specifications in Category X.2), the replacement Storage System may (if requested by the Offeror) be reclassified in the Category where it belongs (i.e. the highest Category in which it can meet all the mandatory specifications within the same Group), subject to the above-noted condition that Offerors and Manufacturers are not permitted to have more than two Storage Systems approved in any NMSO Category and the Same Storage System cannot appear more than once in a Category. Whether to approve any request by an Offeror to recategorize a Storage System is within the discretion of the PWGSC Standing Offer Authority.
Acceptance of Substitution Discretionary: Whether or not to accept or reject a proposed substitution is entirely within the discretion of Canada. If Canada does not accept a proposed substitution, the original Product will continue to be authorized under this Standing Offer, unless the Offeror withdraws that Product from the Standing Offer or that Product becomes End of Life (unless the article above entitled "Mandatory Product Substitutions" applies).
Documentation of Accepted Substitution: If a substitute Storage System is approved for supply under this Standing Offer, it will be listed on the CAG website and will be available for purchase on Call-ups. Approved substitutions cannot be supplied under a Call-up or in response to RVD until posted on the CAG website. In the case of a Call-up, the substitution must be posted at the time the Call-up is issued; otherwise, the item posted on the CAG website at the time the Call-up was issued must be supplied. In the case of an RVD, only items posted on the CAG website at the time the RVD is issued can be offered in response to the RVD.
Discontinued Products: The Offeror must immediately notify the PWGSC Standing Offer Authority if any Product listed in this Standing Offer is discontinued or is otherwise unavailable (e.g., End of Life). The Offeror may propose a substitution, as set out above, within 60 days of providing such notice. The discontinued or unavailable Product will be removed by PWGSC from this Standing Offer, but the "place" held by that Product will be held pending submission of a request for substitution, provided it is made in accordance with this Article and within 60 days of providing notice of the lack of availability. If a request for substitution is not made within those 60 days, a substitution request might not be granted, in which case the Product would no longer be included in the Standing Offer without the possibility of being reinstated.
Generational Changes: Canada recognizes that, during the Standing Offer Period, there may be a generational change in technology that may affect some of the mandatory requirements detailed in the Technical Specifications in the Annex entitled "Technical Specifications". If this occurs, Canada will examine the available technologies, determine which would be acceptable for substitutions, and will advise all Offerors accordingly.
One-for-one Substitutions Only: Substitutions of Products will be on a "one-for-one" basis for Sections 1 to 4.
For Section 5 - Other Related Options: For each Storage System that an Offeror has listed in this Standing Offer, the Offeror may offer up to 30 items that relate directly to the Default Storage Platform (Section 1) in that particular Category and 10 items each for Sections 2-4 (that relate directly to each Section) of that particular Category. These will be listed in the Annex entitled "List of Products", Section 5 – Other Related Options. PWGSC will not authorize professional services as Other Related Options. Offerors can update their Optional Items offering, up to a maximum of one time per quarter, by either substituting Optional Items or adding Optional Items, subject to the limits described above. The quarters are as follows: January-March, April-June, July-September and October-December. Whether to approve any proposed substitution or additional Optional Item is within PWGSC’s sole discretion. Substitute and additional Optional Items must be proposed by the Offeror by submitting a fully completed Annex entitled "List of Products", together with the following:
the URL for Product specifications and/or sufficient documentation for the PWGSC team to complete technical evaluation of the Product;
a copy of published list prices or price support, where available, and a completed and signed version of the Annex entitled "Price Certification Form for Other Related Options";
if any substitute or Optional Item being offered is manufactured by a Manufacturer not already represented in Products already offered under the Offeror’s Standing Offer, a Manufacturer Certification in the form set out in the original bid solicitation that resulted in this Standing Offer being issued; and
the discount off the list price for each item being proposed.
Price Refresh: During the Standing Offer Period, the Offeror may submit a request to reduce the current price being offered for each existing Standing Offer Product. Price increases will only be accepted in conjunction with a substitution to a maximum of the original unit price. Price reductions and increases are both subject to the terms detailed in the article entitled "Product Substitutions".
Process for Requesting Price Revision: The request for a price revision must be made by submitting to the Administrative Authority a completed "Request for Product Substitution/Price Revision Form", which must provide the full details on the nature of the revision.
Acceptance of Price Revision Discretionary: Whether or not to accept or reject a proposed price revision is entirely within the discretion of Canada. The Standing Offer Authority may also require a certification, before approving a revision, that the pricing satisfies the requirement described in Article 16 of the Resulting Contract Clauses. The Offeror agrees that no price revision will be effective until formally authorized by PWGSC in writing and posted on the CAG website.
Published Price Drop: If, during the Standing Offer Period, a price decrease is published or publicly announced, the Offeror must provide the benefit of that decrease to Canada by submitting a completed "Request for Product Substitution/Price Revision Form" to reflect the published or publicly announced price reduction.
Consistent Pricing: An Offeror that has the same Product listed in multiple Categories must have a consistent price across each of those Categories. It is the Offeror’s responsibility, throughout the Standing Offer Period, to respect this pricing rule. Where the Offeror lowers the price in one Category, Canada has the right to lower the price on the CAG for that Product in all other Categories where it is offered by the Offeror, if the Offeror has not done so.
The Standing Offer Authority reserves the right to remove any offered Product. The Product will be removed by PWGSC from this Standing Offer, but the "place" held by that Product will be held pending submission of a request for substitution, provided it is made in accordance with the article entitle "Product Substitutions". For the purposes of calculating Evaluated Price, a Product that has been removed will have a value assigned to it equal to the most expensive equivalent Product offered by the other Offerors in the same Category.
PWGSC provides no guarantee regarding the time required to process substitution requests or price revision requests.
The Offeror acknowledges that the period from January 1 to March 31 is particularly busy for PWGSC and that there may be delays in processing substitution requests during that time. PWGSC will not delay release of RVD to coincide with substitutions. Vendors need to consider the possibility of delays in timing their requests.
Canada may, at any time, for operational reasons, withdraw authority from Identified Users to use the Standing Offer.
Canada may also, at any time, withdraw authority from Identified Users to use this Standing Offer if the Offeror breaches the terms of this Standing Offer or any Call-up, including:
Delivery of Products not listed in this Standing Offer, except to the extent expressly authorized by this Standing Offer. Authorized Products are those that have been specifically approved in writing by PWGSC for inclusion in this Standing Offer and posted on the CAG website;
Delivery of any Product that provides a lower level of performance than or does not meet the minimum specifications and requirements described in the Technical Specifications set out in Annex entitled "Technical Specifications" or the technical specifications of the Product approved for that Offeror and posted on the CAG website, whichever is higher;
Substitution of any Product without prior written authorization from the Standing Offer Authority;
Price revision without prior written authorization by PWGSC;
Poor warranty service;
Distribution or publication of advertising, including information included in supplier websites, that has not been approved by the Standing Offer Authority and/or that might be interpreted as suggesting that unauthorized items are available under the Standing Offer or providing any information that conflicts with any aspect of the terms and conditions, pricing, or availability of Storage Systems currently available under this Standing Offer;
Failure to submit complete and accurate Standing Offer Activity Reports within the required time frames;
Breach of any of the specific terms and conditions detailed in this Standing Offer or any Call-up (e.g. failure to meet the hotline support requirements, failure to respect the Call-up limitations, change of manufacturing facility to a non-ISO 9002: 1994 (or 9001) certified facility, etc.);
Refusing a Call-up at any time or for any reason from any Identified User where the Call-up is for a Product currently listed and approved under this Standing Offer; and
Listing (or failing to remove) any End of Life (EOL) Storage System Products from this Standing Offer and the CAG website.
The Offeror acknowledges that Canada may suspend the authority of Identified Users to use the Offeror’s Standing Offer for a period of up to 3 months on the first suspension. Any suspension may affect multiple Categories.
The Offeror acknowledges that Canada may suspend the authority of Identified Users to use the Offeror’s Standing Offer for up to the remaining period of the Standing Offer or simply withdraw authority to use the Standing Offer entirely on any additional breach of any of the terms and conditions of the Standing Offer.
The Offeror acknowledges that Canada may publish information regarding the status of the Offeror’s Offer, including the suspension or withdrawal of authority to use the Offeror’s Standing Offer.
If an individual Call-up made under this Standing offer is terminated, for default or otherwise, that termination will not automatically result in withdrawal of authority to use the Standing Offer. The Offeror acknowledges, however, that a default under any contract made under this Standing Offer may result in the suspension or withdrawal of authority to use this Standing Offer.
Any Offeror whose Authorized Reseller or Service Outlet breaches any of the terms and conditions of this Standing Offer or a Call-up may be asked to remove that Authorized Reseller or Service Outlet from its list of authorized agents or subcontractors, in addition to any other remedy PWGSC may invoke. A breach by an Authorized Reseller or Service Outlet is a breach by the Offeror itself.
After permanently withdrawing authority to use any Offeror’s Standing Offer or if any Offeror voluntarily withdraws its Standing Offer, in whole or in part, Canada may, in its sole discretion, do one or more of the following in respect of any Category:
leave the Category "as is" (i.e., the Standing Offers of the remaining Offerors will remain available for Call-ups and no new Offerors will be added);
call for new Offers in respect of one or more affected Categories through the Government Electronic Tendering Service; or
contact the supplier (if any) whose offered Storage System complied with all the requirements of the Request for Standing Offer that resulted in the issuance of this Standing Offer and was "next in line" under the evaluation methodology, but who was not issued a Standing Offer because it fell outside the acceptable price range; if that Offeror agrees to honour the ceiling price of the Offeror whose Standing Offer has been canceled, that Offeror may be issued a Standing Offer in the applicable Category; if that Offeror does not wish to honour the previous Offeror’s pricing, Canada may, but will have no obligation to, contact the next-ranked Offeror.
The Contractor must provide the items detailed in the Call-up and perform the associated work (including installation, if applicable, and providing warranty services), in accordance with the provisions of this Contract.
9601 General Conditions – Long Form (2007-11-30), which is amended by deleting Section 22 (Indemnity Against Third-party Claims) and Section 23 (Royalties and Infringement).
9601-1 Hardware Purchase or Lease (2005-06-10); however, despite Section 8.0 - Warranty in Supplemental General Conditions 9601-1, the Contractor’s warranty includes the provision of all the Warranty Services (defined below) throughout the Warranty Period (defined below);
9601-3 Systems Integration (2005-06-10);
9601-4 Licensed Software (2005-06-10); and
9601-5 Support Services for Licensed Software (2005-06-10).
If this Contract is a defence contract within the meaning of the Defence Production Act, R.S.C. 1985, c. D-1 it will be governed accordingly.
The applicable laws identified in the Standing Offer apply to the Contract.
The authorities and notice provisions identified in the Standing Offer apply to the Contract.
The documents specified below form part of and are incorporated into the Contract. If there is a discrepancy between the wording of any documents that appear on the list, the wording of the document that first appears prevails over the wording of any document that appears later on the list.
The Call-up form that resulted in the issuance of this Contract;
These articles of agreement including any individual SACC clauses incorporated into this Contract by reference;
Annex A: Technical Specifications;
Supplemental General Conditions:
9601-3 Systems Integration;
9601-1 Hardware Purchase or Lease;
9601-4 Licensed Software; and
9601-5 Support Services for Licensed Software;
9601 General Conditions – Long Form; and
Standing Offer number E60EJ-07000S/xxx/EJ (the "Standing Offer").
Unless otherwise specified in the Call-up form, the security classification of this Contract is "UNCLASSIFIED". However, the Contractor must treat as confidential, during as well as after the provision of goods or services contracted for, any information of a character confidential to the affairs of Canada, to which the Contractor’s servants, subcontractors or agents become privy. All personnel assigned to provide services must have a current security clearance to the level specified in the Call-up against this Standing Offer, granted by the Canadian Industrial Security Directorate.
Should it become necessary, during the course of the service, for the authorized Department to invoke further security measures, the Contractor must comply with the security classification established at that time.
This Contract is effective on the date the Call-up is issued. The "Contract Period" is the entire period of time in which Contractor is obliged to perform the Work, from the date the Call-up is issued until the end of the Warranty Period or until all work required during the Warranty Period has been completed for all Products, whichever is later.
For the supply, delivery, configuration, and installation (if required) of the Products described in the Call-up, including the associated documentation, and including the Warranty Services, the Contractor will be paid:
if this Contract results from a Call-up made directly by an Identified User within the Call-up Limitations set out in the Standing Offer, the current unit prices published on the CAG website on the date the Call-up is issued less any applicable volume discount; or
if this Contract results from a Call-up made by the PWGSC Contracting Authority, the unit prices set out in the Call-up.
All prices are F.O.B. Destination, Goods and Services Tax (GST)/Harmonized Sales Tax (HST) extra, and Customs Duty included, if applicable.
Provincial Disposal Surcharge: The unit prices does not include any disposal surcharge, unless otherwise indicated. Any provincial disposal surcharge is extra to the price and will be paid by Canada.
No increase in the total liability of Canada or in the price of the Products resulting from any design changes, modifications or interpretations of specifications will be authorized or paid to the Contractor unless those changes, modifications or interpretations have been approved, in writing, by the Contracting Authority, before being incorporated into the Work.
Canada will pay the Contractor within 30 days following acceptance or within 30 days of receiving a complete invoice (and any required substantiating documentation), whichever is later. If Canada disputes an invoice for any reason, Canada will pay the Contractor the undisputed portion of the invoice, as long as the undisputed items are separate line items on the invoice and are owing. In the case of disputed invoices, the invoice will only be considered to have been received for the purposes of Section 15 of General Conditions 9601 (Interest on Overdue Accounts) once the dispute is resolved.
If any Products are not delivered by the Delivery Date, and Canada does not terminate the Call-up for default and instead provides the Contractor with additional time to make delivery, the Contractor agrees to reduce the price of the Products by:
2% of the value of the Products delivered late, if they are delivered within 1 week of the Delivery Date;
5% for late delivery within 2 weeks of the Delivery Date; and
10% for late delivery more than 2 weeks after the Delivery Date.
If any Products are not configured as required by a Call-up, and Canada does not terminate the Call-up for default and instead provides the Contractor with an opportunity to re-configure the Products in accordance with the Call-up, the Contractor agrees to reduce the price of the Products by 5% of the total value of the Products that are NOT in accordance with the Storage System configuration or the alternative configuration described in the Call-up, in addition to the liquidated damages payable for late delivery of the Products (i.e., where the re-configured goods are delivered after the Delivery Date, the price must also be discounted as described in sub-article (a)).
These discounts constitute liquidated damages and, in total, will not exceed 10% of the total value of the applicable Call-up. The Parties agree that these amounts are their best pre-estimate of the loss to Canada in the event of the defaults described, and that they are not intended to be, nor are they to be construed as, a penalty.
If this Contract is terminated by Canada for default, the Contractor must reimburse Canada for any difference in cost between the contract price for the Products and the cost of procuring the Products from another supplier.
To collect the liquidated damages, Canada has the right to hold back, drawback, deduct or set off from and against any money Canada owes to the Contractor from time to time.
Nothing in this article limits the rights and remedies to which Canada is otherwise entitled under this Contract, the Standing Offer, or the law.
Canada is only required to make payment following receipt of an invoice that satisfies the requirements of this Article.
The Contractor must not submit an invoice before delivery of the Products to which it relates.
The Contractor must send the original and two copies of all invoices to the Technical Authority. The Contractor must send one copy of the invoice to the Contracting Authority upon request.
Any invoices where items or group of items cannot be easily identified will be sent back to the Contractor for clarification with no interest or late payment charges applicable to Canada.
If Canada disputes an invoice for any reason, Canada agrees to pay the Contractor the portion of the invoice that is not disputed as long as items not in dispute form separate line items of the invoice and are otherwise due and payable under the Contract. The provisions of "Interest on Overdue Accounts", Section 15 of 9601 will not apply to any such invoices until the dispute is resolved, at which time the invoice will be considered "received" for payment purposes.
Delivery of Products: The Contractor Call-up agrees to supply, deliver, configure, install (if required by a Call-up), provide documentation, and Warranty Services (defined below) for the Storage System, Components, Other Related Options and associated Peripherals ordered in the Call-up, to the Identified User, according to the prices, terms and conditions in this Contract. Title to all the Products vests in Her Majesty the Queen in right of Canada (but this does not include title in any Licensed Software, which is only licensed to Canada; nor does it include the underlying intellectual property rights in any commercial-off-the-shelf Products).
Inclusions with Products: The Products must be delivered with the following, all of which are included in the unit price(s) for the Products:
all ancillary equipment, such as power supplies, cabinetry, cables and connectors required to allow the Product to satisfy the requirements of this Contract and be operable in a standard office environment (or, if applicable, the specific office environment specified in the Call-up);
one complete set of all user manuals and other publications pertaining to technical specifications, software facilities, installation requirements and operating instructions in the Identified User’s Official Language of choice (or bilingual). During the Contract Period, the Contractor agrees, at no additional cost to Canada, to maintain the documentation specified above at the most current release level consistent with the installed item by delivering to the Identified User, within 30 days of the new release becoming available, a new manual or an update to the manual.
any software specified in the Call-up or required for the Products to function in accordance with the Technical Specifications in the Annex entitled "Technical Specifications" (the "Licensed Software"). The Licensed Software must be the current release and, unless otherwise specified, require no further research or development to meet the Technical Specifications (and any other functionality described in the Standing Offer). The Licensed Software must be supported by, and fully compatible with the Product(s) up to the limit of the Product’s expansion capability. All software must be completely integrated with and fully interfaced to the Product. This Contract grants to Canada the perpetual license (i.e., the license to use the Licensed Software is not a "demo" model and does not expire) to install, copy, deploy and use the Licensed Software with the Product(s) in accordance with the terms of this Contract (which does not include any terms or conditions contained in a shrink-wrap license).
Delivery Date: Unless otherwise specified in the Call-up or the Identified User has agreed in writing to other arrangements, delivery must be completed within the following period (the "Delivery Date"): 30 calendar days.
Contact after receipt of Call-up: Upon receipt of a Call-up, the Contractor must acknowledge receipt and advise the Identified User of its best delivery date after receipt of the Call-up (which date must be no later than the Delivery Date). If the required number of Products exceeds or threatens to exceed the Contractor’s ability to supply by the Delivery Date, the Contractor must immediately advise the Contracting Authority and the Identified User. The Contracting Authority will have the option of terminating the Call-up for default, extending the delivery date, or of accepting late delivery. Deliveries received after the Delivery Date will be subject to the discounts described in the clause entitled "Discounts for Late Deliveries and Reimbursement of Reprocurement Costs".
Contact before Delivery: Unless otherwise specified in the Call-up or the Identified User has agreed in writing to other arrangement, the Contractor must contact the Identified User (or any individual designated as "Delivery Contact" within the Call-up) a minimum of twenty-four (24) hours prior to the delivery of any equipment. Failure to make contact may result in the shipment being refused at destination; any re-shipping costs will be the Contractor’s responsibility.
Delivery Report: Unless otherwise specified in the Call-up or the Identified User has agreed in writing to other arrangements, the Contractor must provide the Identified User with a Delivery Report detailing the delivery location and asset number of all Storage Systems delivered within 2 weeks of delivery.
Installation of Storage System: The Contractor must, if specified in the Call-up, install the Storage System on-site. The installation and configuration is defined to include, as a minimum, the unpacking and assembly of the Storage System(s) such that all installed components have visibility at the management console, which must be actively managing the array. For NAS Gateway Sections, installation and configuration is defined to include, as a minimum, the unpacking and assembly of the Storage System(s) such that a single share is visible on the network. Every Storage System bid must be fully operational as proposed. Canada reserves the right to inspect and verify that all proposed Storage Systems are fully operational in the minimum configuration proposed. The installation services must be available for any location in Canada. All installations must include the removal and environmentally responsible disposal of all packaging material.
Packaging, Shipping and Delivery: Packaging and shipping must be in accordance with the industry standard for all items in order to ensure their safe arrival at destination. Packing slips must accompany each shipment. The Contractor is responsible for the safe delivery and installation (if required by the Call-up) and for obtaining acceptance of the Products at destination. The cost of delivery, including all transportation, packaging and shipping costs, is included in the unit price(s). Costs associated with replacement of Products damaged in transit to the final destination are the Contractor’s responsibility, and the Products will not be considered delivered on the Delivery Date unless the Products are undamaged and ready for acceptance. The Contractor must ensure the removal and environmentally responsible disposal of all packaging material.
Products to be New, Off-the-Shelf, and Current: The Products must be new (unused and including no refurbished equipment); "off-the-shelf" (composed of standard equipment requiring no further research or development); of current manufacture (still in production by the Manufacturer); and conform to the current issue of the applicable specification and/or part number of the Manufacturer.
Change in Identified User: The Contractor’s obligation to provide the Warranty Services or deliver additional quantities will be unaffected by any change in the Identified User.
Default Configuration: The Contractor agrees to deliver all Storage Systems in accordance with the Storage System configuration, as defined in the Annex entitled "Technical Specifications", unless the Call-up specifically requests changes to the Default Configuration.
As the Default Configuration is provided primarily for price comparison purposes it may not always reflect requested configurations. Should changes be requested to the Default Configuration, these must include only Products that are listed in the appropriate Section and in the accompanying Options Section and are subject to the financial limitations specified within this document.
Exercising Options to Purchase Optional Additional Quantities: If this Contract was issued following a RVD process under the Standing Offer, options to purchase additional quantities specified in the RVD may be exercised through a maximum of 3 amendments to the RVD Call-up at any time within 12 months of the RVD Call-up date, unless the RVD specifies a longer period or an alternative number of amendments. Canada is under no obligation to purchase any optional quantities. The Contractor agrees not to supply any additional quantities under any Call-up made directly by an Identified User (i.e., additional quantities may only be specified in Call-ups made by the PWGSC Contracting Authority).
Adjust Delivery Location: Canada reserves the right to adjust the location of acceptance for the equipment specified in any Call-up. Acceptance may take place at the Contractor’s plant or at a warehouse facility. Goods will still remain FOB Destination where the vendor is liable for delivery to all end locations including all shipping costs. The Warranty Period begins on the date received by the site authority at the final destination.
Value Added: Canada reserves the right to accept added value to Canada at no extra cost through changes such as an improvement to the original specifications. Inclusion of this added value would be subject to the approval of both the Identified User and the Standing Offer Authority.
Substitution of Products: If this Contract was issued following a Request for Volume Discount (RVD) process under the Standing Offer, and if Canada exercises its option to purchase additional quantities specified in the RVD and the item has, since the time the RVD Call-up was issued, been the subject of a substitution under the Contractor’s Standing Offer, the Contractor may notify the Standing Offer Authority and substitute a Storage System and/or Component currently listed on the Contractor’s Standing Offer on the CAG website that meets the specifications of the RVD Call-up; however, the Contractor must supply the substituted item at the original price provided for in the RVD Call-up. Substitutions will only be permitted if and when Canada exercises its option to purchase additional quantities; for greater certainty, substitutions will not be permitted for the delivery of the original quantities required to be delivered under this Contract.
Scans for Viruses: The Contractor agrees regularly to scan electronically, using a regularly updated Product, all information storage and retrieval disks and tapes used in the performance of the Work for computer viruses and other coding intended to cause malfunctions before using them on Canada’s equipment. The Contractor must immediately inform the Technical Authority if disks or tapes used for the Work are found to contain computer viruses or other coding intended to cause malfunctions.
Definitions: Any capitalized terms not defined in this Contract have the meaning given to them in the Standing Offer or the General Conditions or Supplemental Conditions incorporated into this Contract by reference.
Each Product and its delivery, installation, integration and interconnection is subject to inspection and acceptance by the Identified User. If the Products do not correspond to the Storage System(s) (including configuration), or Component(s) offered under the Standing Offer or otherwise specified in the Call-up, or if the Products do not meet the Technical Specifications described in the Annex entitled "Technical Specifications" and the Call-up, the Contractor will be in default of this Contract and Canada may reject the it or require that it be corrected at the sole expense of the Contractor before accepting it. No payments for any Product is due under the Contract unless the Product is accepted. No restocking fees or other charges will apply to Products that are not accepted.
Acceptance by Canada does not relieve the Contractor of its responsibility for defects or other failures to meet the requirements of the Contract or of its responsibilities with respect to warranty or maintenance under the Contract.
The procedure for acceptance will be as follows:
the Contractor must notify the Contracting Authority in writing once the Hardware is Ready for Use by referring to this provision of the Contract and requesting acceptance of the Work;
Canada will have 30 calendar days to perform its inspection and acceptance procedures (the "Inspection Period"); and
if Canada provides notice of any deficiency during the Inspection Period, the Contractor must address the deficiency as soon as possible and notify Canada in writing once the Work is complete, at which time Canada will be entitled to re-inspect the Work before acceptance and the Inspection Period will begin again.
For DND requirements, the Contractor must, upon request at no additional cost to Canada, submit form CF-1280, Certificate of Acceptance and Release, as detailed in any Call-up, following completion of acceptance.
The Contractor is responsible for timely identification of the need for access to Canada’s facilities, equipment and personnel, if required (for example, for delivery and installation). Subject to the approval of the Identified User, arrangements will be made with the Contractor for access. The Contractor agrees to comply with all standing orders or other regulations in force on the site where the work is performed, including those relating to the safety of persons on the site or the protection of property against loss or damage from any and all causes including fire.
If, in the course of transit from the Contractor’s site to the specified delivery site or while otherwise in the Contractor’s care, magnetically recorded information and/or documentation becomes damaged or lost, including accidental erasure, it must be replaced at the Contractor’s expense.
Nature of Warranty Services: Even if Canada has inspected and accepted the Work, the Contractor warrants that, during the Warranty Period (defined below), the Products will be free from all defects in materials or workmanship and be free from all design defects and conform in all ways with the requirements of the Contract, including the specifications set out in the Annex entitled "Technical Specifications", unless the only reason that the Product fails to conform to the requirements of the Contract is because:
Canada is negligent or does not use the Product in accordance with the Technical Specifications;
electric power or air conditioning or humidity control at the site does not perform according to any special site preparation requirements described in the Contract; or
a person other than the Contractor or a Subcontractor or a person approved by either of them modifies the Product or attaches equipment to the Product that was not designed or approved for use with the Product by one of the Contractor, a Subcontractor or the Manufacturer.
Warranty Period: Notwithstanding the General and Supplemental General Conditions, the Warranty Period is 3 years for all Products under this Contract.
The Warranty Period for each Product delivered under the Contract starts on the day that Product is accepted by Canada in accordance with the Contract; as a result, the Warranty Period for different Products delivered under the Contract may begin and end on different days.
Scope of Warranty Services: As part of the Warranty Services, the Contractor must provide:
maintenance services (in the applicable class described below);
hotline support service;
software support service;
any other warranty, maintenance or repair services described in the Annex entitled "Technical Specifications"; and
in the limited circumstances described below, Product replacement service.
The Contractor’s obligation to provide the Warranty Services will not be affected by any change in the Identified User using a Product.
All Costs included in Unit Price: All charges and costs associated with providing the Warranty Services throughout the Warranty Period are included in the price of the Products (meaning no charges for parts, packaging, shipping, labour or travel will be paid for Warranty Services, regardless of the work required to perform the Warranty Services or the location from which or at which the Warranty Services are provided, except for items noted below that are expressly subject to an additional charge, such as the upgrade to Enhanced On-Site Maintenance Services).
Manufacturer’s Warranty: If the Contractor wishes to rely on the Manufacturer’s warranty to provide the Warranty Services, the Contractor must complete all warranty registration requirements with any Manufacturers on behalf of the Identified User. The Offeror must also notify the Identified User in writing of any requirement to register for international warranty coverage required if the end user will travel abroad with Products supplied under this Contract. Regardless of any Manufacturer’s warranty, the responsibility for providing the Warranty Services remains with the Contractor.
Magnetic Media: To maintain the confidentiality of information that may be recorded on magnetic media incorporated into a Product requiring Warranty Services, the magnetic media in all components requiring replacement (or the entire Product if the media is not removable) must remain in the possession of Canada. Faulty discs and hard drives will not be returned to the Manufacturer and Offerors need to factor that into their cost.
Parts: All parts supplied by the Contractor in performing any Warranty Services must be new. The Contractor guarantees that parts and technical materials required to perform the Warranty Services for all Products delivered under this Contract will be available throughout the Warranty Period.
Repaired and Replaced Products: The Contractor must continue to provide Warranty Services for any part of any delivered Product that is repaired, replaced or otherwise made good as part of the Warranty Services for the remainder of the Warranty Period that applied to the original Product.
The Contractor agrees to maintain each Product throughout the Warranty Period to ensure that it continues to function according to the Specifications, as well as the Manufacturer’s specifications, referred to as "fully functional operation". If there is a defect in any Product or any part of it or it otherwise does not conform with the Specifications or is otherwise not fully functional in any way, at the request of Canada the Contractor must repair, replace or otherwise make good the part or parts of the Product that are defective or do not meet the Technical Specifications (the "Maintenance Services"). As part of these Maintenance Services, the Contractor agrees to diagnose and resolve all problems that occur in any Product throughout the Warranty Period. A problem is not resolved until the Product is restored to fully functional operation.
The Contractor must accept and respond to Maintenance Service calls during the "Principal Period of Maintenance" ("PPM"), defined below.
Each time the Contractor provides Maintenance Service, the Contractor’s service representative must prepare a Maintenance Service report. The Contractor must provide one copy of this report to the representative of Canada on site at the time the work is completed. The Contractor must retain copies of the reports for 6 years from the date this Contract expires and provide a copy of any maintenance reports requested by the Contracting Authority on request. Each Maintenance Service report must include the following:
date and time the maintenance call was received;
which of the Contractor’s service location(s) received or responded to the maintenance call;
Product Serial Number;
name of person who requested the maintenance;
if the maintenance was performed on-site, the time of arrival on-site, and all time spent working on-site (including the number of hours and date for each day of work on-site);
description of symptom;
diagnosis of problem;
list of all parts replaced or installed;
the identification number of each major assembly removed or exchanged, if any;
if the maintenance was performed on site, the name of the Contractor’s service representative and out of which service location he/she works; and
if the maintenance was performed on-site, the name (printed) and signature of the representative on site at the time the maintenance was performed who accepted that the Product appeared to be working in a satisfactory manner.
Canada acknowledges that, in the performance of the maintenance and support services, the Contractor and its employees, agents, and subcontractors may develop and share with Canada ideas, know-how, teaching techniques and other intellectual property. Except as otherwise specifically provided in the Contract, title to this intellectual property will remain with the Contractor and, as long as the Contractor at all times observes the confidentiality provisions of the Contract (including Section 13 of General Conditions 9601), the Contractor is entitled to use that intellectual property for whatever purposes it sees fit, including in the services it provides to its other customers, but Canada will also have a right to use that intellectual property for its own purposes.
Two Classes: two classes of Maintenance Service are available under this Contract:
Standard On-site Maintenance Service, and
Enhanced Maintenance Service.
The class of Maintenance Service required will be specified in each Call-up. If the Call-up does not specify any class of service, the Contractor must provide Standard On-Site Maintenance Service.
Standard On-Site Maintenance Service: For Standard On-Site Maintenance Service, the Principal Period of Maintenance (PPM) is 08:00 to 17:00 local time where the Product is in use, Monday through Friday, excluding statutory holidays. For Standard On-Site Maintenance Service, the Contractor must arrive on site to perform Maintenance Service on any Product for which a problem is reported at the location in Canada where the Product was in use at the time the problem occurred, within the following timeframes:
where the Storage System is located within a radius of 100km from any population center of at least 100,000 inhabitants, a service technician must respond by telephone within 1 hour of the telephone call for service and a service technician must arrive on site within 24 hours of the initial call requesting service;
where the Storage System is located within a radius of 100km from any population center of at least 30,000 inhabitants, a service technician must respond by telephone within 1 hour of the telephone call for service and a service technician must arrive on site within 48 hours of the initial call requesting service; and
for all other locations within Canada, a service technician must respond by telephone within 1 hour of the telephone call for service and a service technician must arrive on site within 72 hours of the initial call requesting service.
Enhanced On-Site Maintenance Service: If required by the Call-up, the Contractor must provide Enhanced On-Site Maintenance Service, which is the same in all respects as Standard On-Site Maintenance Service, except for the PPM and the response time. For enhanced On-site maintenance, the PPM is 24 hours a day, 7 days a week, 365 days a year. Enhanced On-Site Maintenance Service is an upgrade subject to the additional charge set out on the CAG or in the Contract. For Standard On-Site Maintenance Service, the Contractor must arrive on site to perform Maintenance Service on any Product for which a problem is reported at the location in Canada where the Product was in use at the time the problem occurred, within the following timeframes:
where the Storage System is located within a radius of 100km from any population center of at least 100,000 inhabitants, a service technician must respond by telephone within 1 hour of the telephone call for service and a service technician must arrive on site within 4 hours of the initial call requesting service;
where the Storage System is located within a radius of 100km from any population center of at least 30,000 inhabitants, a service technician must respond by telephone within 1 hour of the telephone call for service and a service technician must arrive on site within 24 hours of the initial call requesting service; and
for all other locations within Canada, a service technician must respond by telephone within 1 hour of the telephone call for service and a service technician must arrive on site within 48 hours of the initial call requesting service.
As part of the Warranty Services, the Contractor must provide Canada with technical support through a single toll-free hotline with service in English or in French, based on the caller’s language preference, in accordance with the following:
The Contractor’s hotline must be staffed by qualified personnel who are able to respond to the user’s questions and, to the extent possible, resolve user problems and provide advice about the Product, including installation, configuration, integration and usage issues relating to the Product. For all end user problems that cannot be resolved over the telephone, the Contractor must issue a trouble ticket for Maintenance Service (regardless of the class of service being provided).
The Contractor’s hotline must be available to the end users of the Identified User during the PPM.
The Contractor’s hotline is ___________________.
The Contractor must answer all calls (with a live service agent) within 2 minutes 95% of the time.
As part of the Warranty Services, the Contractor must perform the following software maintenance/support services throughout the Warranty Period:
provide Canada with the most recent minor revision, maintenance release and patch version of all of the Licensed Software during the Warranty Period, as soon as they are available;
provide both routine and emergency code corrections and fixes;
provide telephone and on-site assistance with software problem resolution through the hotline;
provide on-line use of the Contractor’s software diagnostic routines, support tools, and services as and when requested, if available, through the Contractor’s NMSO website at __________________.
provide assistance in the correction of software errors, and assistance in Storage System tuning and configuration;
provide telephone response within one hour of a request for assistance during the PPM. If telephone assistance is not satisfactory to the end user and where a Product is rendered inoperative by a software problem that cannot be remedied by the Contractor within 24 hours of the request for assistance (or the beginning of the next On-Site Warranty Maintenance PPM, if the request for assistance is made outside of the PPM), the Contractor must provide a solution or circumvention;
provide supporting documentation for all software modifications, new versions, and new releases identifying the following:
the problem resolved or enhancement made;
any new feature(s) added; and
keep track of software releases for the purpose of configuration control.
If any Product fails to perform in accordance with the Technical Specifications and functional descriptions contained or referenced in the awarded Call-up and requires Maintenance Service 3 or more times during the Warranty Period, the Contractor must, upon the Identified User’s request, replace the Product at no cost with another item meeting the specifications of the Product. The replacement Product must be delivered no later than 15 days after the request is received. The Contractor must provide Operating System restoration and hardware specific configuration on the replacement Product at no charge.
The Contractor must include the following information with each Product when it is delivered:
the call center 1-800 number to be used by each user for Maintenance Service;
the Warranty Period / applicable dates for each Product in accordance with the Call-up;
the information that will be required by the call center to authenticate any Warranty Services; and
details of the Warranty Services being provided under this Contract, including the definition of the Principal Period of Maintenance, repair times, response times, etc. all in accordance with the provisions of this Contract.
The information in (a) through (d) must be attached to each Product in the form of an information sticker.
The Contractor’s escalation plan with respect to Warranty Services is as follows: __________________.
The Contractor agrees that the Identified User’s technical support staff may perform maintenance and/or upgrades to the Products and replace user-replaceable or user-serviceable components without affecting the obligation of the Contractor to provide the Warranty Services. These components/equipment are restricted and applicable to the individual model(s) supplied.
If a third party claims that equipment or software that the Contractor provides under the Contract infringes any intellectual property right, the Contractor, if requested to do so by Canada, will defend Canada against the claim at the Contractor’s expense. In this regard, the Contractor will pay all costs, damages and legal fees that a court finally awards, provided that Canada:
promptly notifies the Contractor in writing of the claim;
co-operates with the Contractor in, and allows the Contractor full participation in, the defence and related settlement negotiations; and
obtains the Contractor’s prior approval to any agreement resulting from settlement negotiations held with the third party.
The Contractor must participate in any claims, action or proceeding arising under Sub-article (a) and no such claim, action or proceeding will be settled without the prior written approval of the Contractor and Canada.
If such a claim is made or appears likely to be made, Canada agrees to permit the Contractor to enable Canada, at the Contractor’s expense, to continue to use the equipment or software or to modify or replace it with equipment or software which has published specifications equal or superior to the equipment or software being replaced. If the Contractor determines that none of these alternatives is reasonably available, Canada may elect, at the Contractor’s expense, to independently secure the right to continue to use the equipment or software, or Canada may require the Contractor to accept the return of the equipment or software and to refund all monies paid to the Contractor under the Contract for the equipment and software, as well as all amounts paid for services and license and development fees.
The provisions of Sub-articles (a) and (b) do not apply in situations where the Contractor was instructed by Canada to purchase a specific item of equipment or software from a specific source on behalf of Canada. In this case, the Contractor must ensure that its subcontract for the equipment or software states that "If a third party claims that equipment or software that the subcontractor supplies under the Contract infringes any intellectual property right, the subcontractor, if requested to do so by either the Contractor or Canada, will defend the Contractor and Canada against that claim at the subcontractor’s expense and will pay all costs, damages and legal fees that a court finally awards." If the Contractor is unable to incorporate this into its subcontract, then it must advise Canada of the situation and not proceed with the subcontract without receiving written notice from Canada that the level of intellectual property right infringement protection is acceptable.
Without prejudice to Canada’s right to terminate the Contract for default before completion of the Work, the above represents the Contractor’s entire obligation to Canada regarding any claim of infringement.
The Contractor has no obligation regarding any claim based on any of the following:
Canada’s unauthorized modification of the equipment or software, or Canada’s unauthorized use of the equipment or software in other than its published specified operating environment;
the combination, operation or use of the equipment or software with any Product, data or apparatus that the Contractor did not provide under the Contract, or which combination, operation or use the Contractor did not authorize or approve in advance, if infringement would not have occurred but for such combination, operation or use.
Liability of Canada and the Contractor to Third Parties: Each Party to this Contract agrees it is responsible to any third party for injury or losses that the third party may suffer to the extent such Party to this Contract caused them, where the third party has a cause of action directly against that Party in respect of the injury or losses. The Parties agree that with respect to such third party claims against the Contractor, the Contractor is responsible for damages arising out of the injury or losses to the extent that it caused them, including those situations where Canada may be required to pay the damages caused by the Contractor as a result of joint and several liability. With respect to third party claims where the third party does not have a cause of action directly against the Party causing the damage, this Sub-article (a) does not prevent or restrict in any way Canada’s right to pursue and enforce any rights that it may have against the Contractor. If there is any conflict between this Sub-article (a) and any other Sub-article of this Article, this Sub-article (a) prevails.
Extent of Contractor’s Liability for Damages: Regardless of the basis on which Canada may be entitled to claim damages from the Contractor (whether in contract, tort or any other cause of action), the Contractor is liable to Canada only for the following:
all damages and costs resulting from intellectual property right infringement as set out in the Article entitled "Intellectual Property Infringement";
all damages for physical injury, including death, caused by the Contractor, its employees, agents or subcontractors;
all direct damages for loss of or physical harm to tangible property and real property caused by the Contractor, its employees, agents or subcontractors;
all damages for breach of confidentiality;
all damages arising from claims for liens, attachments, charges or other encumbrances or claims upon or in respect of any materials, parts, work-in-process or finished work furnished to, or in respect of which any payment has been made by, Canada, provided that this Sub-article does not apply to claims of intellectual property infringement which claims are covered in Sub-article (i) above; and,
any other direct damages caused by the Contractor, its employees, agents or subcontractors in relation to this Contract, including reprocurement costs as defined below, and restoration of records to the extent that the Contractor fails to comply with Section (d) below, up to an aggregate maximum for this Sub-article (b) (vi) of the greater of 0.5 times the total estimated cost, or $1,000,000.00.
The Contractor is not liable to Canada for the following:
damages of third parties claimed against Canada except those referred to in Sub-article (b)(i), (ii), (iii), (iv) or (v) above;
harm to Canada’s records or data, except for the restoration set out in Section (d) below, and subject to the limitation set out in Sub-article (b)(vi) above; or
special, indirect or consequential damages (other than the payments referred to in Sub-article (b)(i) above, and the damages referred to in Sub-article (b)(ii) above), even if the Contractor is made aware of the potential for such damages, including lost profits and lost savings.
Canada is responsible for maintaining adequate backup of its records and data to enable their restoration if needed for any reason. If Canada’s records or data are harmed by the Contractor’s or a subcontractor’s negligence or willful act, the Contractor is responsible for restoring Canada’s records and data to the same state as in the last available backup copy.
For the purposes of this Article:
total estimated cost means the dollar amount shown on the first page of the Contract in the cell entitled "Total Estimated Cost" or for Call-ups, it means the total dollar amount of the Call-up; and
reprocurement costs means all identifiable direct costs incurred by Canada to reprocure the Work with another contractor, including deinstallation and return of the Work to the Contractor, administrative costs of selecting another contractor or retendering all or part of the Contract, as applicable, and any increase in the price payable by Canada for the other Work having equivalent functionality, performance and quality.
Without restricting the terms and conditions of the Contract, the Parties that, except to the extent caused by or due to Canada, Canada will not be liable for any losses, claims, damages, or expenses relating to any injury, disease, illness, disability or death of the Contractor or any employee, agent or representative of the Contractor caused or alleged to be caused as a result of performing the Contract. The Contractor agrees to fully protect and indemnify Canada and not to make any claims or demands against Canada in respect of any of the foregoing contingencies.
In the offer the Contractor submitted in response to the solicitation that resulted in the Standing Offer against which this Contract has been issued, the Contractor provided certain certifications to Canada. The Contractor represents and warrants that all such certifications are true on the date of this Contract and must remain true throughout the Contract Period. Canada is entitled to verify such certifications throughout the Contract Period. If the Contractor does not comply with any certification, or it is determined that any certification made by the Contractor in its offer is or was untrue, whether made knowingly or unknowingly, Canada will have the right, pursuant to the default provisions of this Contract, to terminate the Contract for default.
To the best of the Contractor’s knowledge, the prices it is charging to Canada under this Contract are not higher than the lowest prices/rates that it has charged any other customer (including other Government of Canada entities) for a similar quality and quantity of goods and services in the year before this Contract was issued.
The Contractor also agrees that, if after the date of this Contract it reduces the prices it charges to other customers for a similar quality and quantity of goods and services, it will reduce the prices for all remaining deliveries under this Contract (with notice to the Contracting Authority).
At any time during the 6 years after making the final payment under this Contract or until all outstanding claims and disputes are settled, whichever is later, Canada has the right to audit the Contractor's records to verify that it is receiving (or has received) these prices.
During this audit, the Contractor must produce invoices and contracts for similar goods or services (similar quality and quantity) sold to other customers from one year before this Contract until the end of this Contract. If the Contractor is required by statute or contract to keep another customer's information confidential, the Contractor may black out any information on the invoices or contracts that could reasonably reveal the identity of the customer (such as the customer's name and address), as long as the Contractor provides, together with the invoices and contracts, a certification from its Senior Financial Officer describing the profile of the customer (e.g., whether it is a public sector or private sector customer and the customer's size and service locations).
In determining whether the goods and services sold to another customer were of similar quality, the terms and conditions of the contract under which those goods and services were delivered will be considered, if those terms and conditions are reasonably likely to have had a material effect on pricing.
If Canada’s audit reveals that the Contractor charged lower prices for a similar quality and quantity of goods and services under any contract where deliveries were made in the year before this Contract was issued, or that the Contractor delivered additional goods or services under this Contract after reducing its prices for other customers but without reducing the prices under this Contract, then the Contractor must pay to Canada the difference between the amount charged to Canada and the amount charged to the other customer, up to a maximum of 25% of the value of this Contract.
Canada acknowledges that this commitment does not extend to prices charged by any affiliates of the Contractor.
This Annex describes the Call-up Limitations of each Category. Within each Category, a Storage System is divided into 5 Sections and each Section has a Call-up limitation. All the Call-up limitation amounts include GST/HST and any applicable disposal surcharges. A summary table appears at the end of this Annex. The maximum Call-up limitation for any Call-up is $400K, however, the individual Category Call-up limitations (below) must be followed as well.
Section 4 Products must be offered for each Category subject to this Standing Offer. However, Call-ups can only be made for Products listed in Section 4 of any given Category if the "Section Evaluated Price" (S.E.P.) is no greater than the mean (calculated using the "AVERAGE" function in Microsoft Excel 2000 SR-1) plus one standard deviation (calculated using the "STDEVP" function in Microsoft Excel 2000 SR-1) of the sum of the S.E.P. of the Products for Section 4 in the relevant Category offered by ALL the Offerors. Each Offeror's S.E.P. will consist of the sum of the ceiling unit prices for supplying the SAN Virtualization Products listed in Section 4 of the Annex entitled "List of Products". The lowest S.E.P. in each Category will not be used to calculate the mean plus one standard deviation. Offerors whose S.E.P. for Section 4 Products in any Category does not meet this pricing requirement will be ineligible to receive Virtualization Call-ups until the Offeror revises the price (according to the process described in this Standing Offer) so that it falls within the mean plus one standard deviation requirement, which will be applied to Section 4 in each individual Category.
These discounts apply to the total value of the Call-up regardless of which Categories are included in the Call-up. Section 1.3 below has additional information regarding Elevated Call-ups. Please note, separating call-ups to avoid the discounts is not permitted.
Even if the Identified User has not indicated the automatic discount in the Call-up, the Offeror agrees to apply the discount automatically where it applies by charging the correct amount when it submits the invoice.
For SAN Category 2, Section 4 (SAN Virtualization) and SAN Category 4, Sections 1 through 4, the PWGSC Contracting Authority may issue a Call-up directly to any Offeror in the applicable Category up to a $400,000.00 Call-up Limitation, as long as the Offeror agrees to apply a discount of at least 10% off the unit price listed on the CAG website on the date of the Call-up. This discount will apply to all other items listed in the Call-up as well. Before issuing any such Call-up, PWGSC will require an Authorized Reseller Certification in the form set out in the Annex entitled "Authorized Reseller Certification" if an Authorized Reseller will be involved in the performance of the Work.
Call-ups that include only Components from the Section "Other Related Options" in any Category (i.e., equipment that is purchased without a Storage System), have a Call-up Limitation of $50,000.00 (after applying any applicable volume discount). If a complete Storage System is purchased along with Other Related Options, then the Call-up limitation applicable to that Call-up (including the Other Related Options) will be the Call-up limitation of the Storage System. Buying one line item from the Storage System does not allow the Identified User to buy any number of Other Related Options (because the Storage System's Call-up limitation does not apply to a purchase of Other Related Options unless a complete Storage System is being purchased).
The PWGSC Standing Offer Authority may add up to $25,000 of Non-Standing Offer items to any Call-up. These items must be provided at a price in accordance with the Offeror's current published price list less any applicable government discounts; a minimum 10% discount must be offered.
The Identified User may incorporate, within the Call-up Limitations indicated above, up to a total of $5,000.00 of non-Standing Offer items (i.e., accessories and components but not Storage Systems) on any Call-up. All non-Standing Offer items must be provided at a price in accordance with the Offerors current published price list less any applicable government discounts. The PWGSC Standing Offer Authority may suspend or remove this article from Standing Offers by giving notice to the Offerors. A minimum 10% discount must be offered.
|Section 1: Default Storage Platform||Section 2: Fabric||Section 3: NAS||Section 4: Virtualization||Section 5: Other Related Options|
|SAN 2||$200K||$200K||$200K||$200K by user / $400 by PWGSC||$50K|
|SAN 4||$200K by user / $400 by PWGSC||$200K by user / $400 by PWGSC||$200K by user / $400 by PWGSC||$200K by user / $400 by PWGSC||$50K|
*All Call-up Limitations include any applicable disposal surcharges and GST/HST. Both the applicable disposal surcharges and the GST/HST are applied to the current NMSO prices (as published on the CAG website on the day of the Call-up) AFTER applying any automatic discount that applies for the Call-up (as described above in Article 1.2).
Unless required to do so by a court or other body of competent jurisdiction, Canada will not disclose the unit prices quoted by an Offeror in response to an RVD. Nor will Canada identify in the notification of RVD results the specific quantities of items subject to the Call-up.
Note to Offerors: This Annex is not required as part of the Offeror's Offer, but applies to Requests for Volume Discount and other Call-ups made by the PWGSC Contracting Authority under resulting Standing Offers.
The NMSO Offeror, _________________________________ [Offeror's name] (the "NMSO Offeror"), certifies that:
By signing below, the NMSO Offeror and the NMSO Reseller both confirm that, if a contract is issued to the NMSO Offeror as a result of this RVD or a Call-up issued directly by the PWGSC Contracting Authority, the contract will be signed by [check one]:
______ the NMSO Offeror; or
______ the NMSO Reseller, who will execute the contract in its capacity as agent of the NMSO Offeror.
The Offeror must indicate in whose name the contract is to be issued; in the absence of such an indication, the contract will be issued directly to the NMSO Offeror rather than to its agent.
By signing below, the NMSO Offeror hereby agrees and acknowledges that:
NMSO Offeror Authorized Signing Date
NMSO Reseller Authorized Signing Date
1.1 The list of Authorized Resellers and Service Outlets should be submitted in both spreadsheet format (.xls or .123 format) on a CD-ROM disk and hardcopy format, in both English and French as separate files. The list(s) should be submitted in the 2-column format detailed below. The list(s) must provide information in the order detailed below. The list(s) should be sorted by:
The information provided will be published on the CAG web site within a PWGSC template.
2.0 LIST FORMAT
Bolded words and acronyms are to be included in the finished listing(s).
REGION (only when differs from listing immediately preceeding)
PROVINCE (only when differs from listing immediately preceeding)
|Column 1||Column 2|
|Name of Agent||Sales and/or Service|
|Address line 1||Email:|
|Address line 2|
|Blank line||Blank line|
REGION (only when differs from listing immediately preceeding)
PROVINCE (only when differs from listing immediately preceeding)
|Column 1||Column 2|
|Name of Agent||Vente et/ou Service|
|Address line 1||C. élec:|
|Address line 2|
|Blank line||Blank line|