ProServices supply arrangement

Overview

ProServices supply arrangement (SA) is a federal government-wide mandatory procurement tool for the provision of professional services below the Canada-Korea Free Trade Agreement (CKFTA) threshold.

On this page

Annex A: The requirements for services of each supplier are a part of each individual supply arrangement (SA). Annex A will be unique for each bidder.

A. Supply arrangement

The following clauses apply to and form part of any SA resulting from the request for supply arrangement (RFSA). Only suppliers who are qualified and "active" SA holders at the time a bid solicitation is issued are eligible to be invited to bid.

1. Arrangement (streams and categories)

ProServices is a mandatory method of supply for professional services valued below the CKFTA threshold. These SAs offer federal departments across Canada the flexibility to either direct a contract to a pre-qualified supplier for requirements below $40,000, or to compete requirements valued below the CKFTA threshold by inviting a minimum of 2 pre-qualified suppliers.

The SA covers the work described in the ProServices streams and categories as detailed at the following link: ProServices—Streams and categories. Note that the health services stream and the learning services for government owned training stream are not part of the mandatory services categories, therefore it is not mandatory to use this method of supply to obtain those services.

The requirements for services of each supplier are a part of each individual SA, attached as Annex A.

2. Security requirement

There is no security requirement applicable to the resulting Supply Arrangement, Contracts issued under an SA are subject to the requirements in the Security Requirement Check Lists (SRCLs) identified in each individual Request for Proposal issued by Clients. Common SRCLs are accessible through the Centralized Professional Services System (CPSS) web site at Common centralized professional services: Security requirement check lists but other SRCLs may be used. Each Request for Proposal will identify the SRCLs that will apply to any resulting contract.

3. Standard clauses and conditions

All clauses and conditions identified in the SA and resulting contract(s) by number, date and title are set out in the Standard acquisition clauses and conditions manual issued by PWGSC (PSPC)

3.1 General conditions

2020 (2022-12-01) General conditions: Supply arrangement apply to and form part of the SA.

2020 (2022-12-01) 19 Anti-forced labour requirements

1. Canada may suspend or cancel the Supply Arrangement in accordance with section 2020 09 - Suspension or cancellation of qualification by Canada if the Supplier has, in the past three years been convicted of any of the following offences under the Criminal Code or the Immigration and Refugee Protection Act:

Criminal Code
  1. section 279.01 (Trafficking in persons);
  2. section 279.011 (Trafficking of a person under the age of eighteen years);
  3. subsection 279.02(1) (Material benefit - trafficking);
  4. subsection 279.02(2) (Material benefit - trafficking of person under 18 years);
  5. subsection 279.03(1) (Withholding or destroying documents - trafficking);
  6. subsection 279.03(2) (Withholding or destroying documents - trafficking of person under 18 years); or Immigration and Refugee Protection Act
  7. section 118 (Trafficking in persons).

2. Canada may suspend or cancel the Supply Arrangement in accordance with section 2020 09 - Suspension or cancellation of qualification by Canada if the Supplier has, in the past three years, been convicted of an offence in a jurisdiction other than Canada that, in Canada’s opinion, is similar to any of the offences identified in paragraph 1.

3. For purposes of determining whether a foreign offence is similar to a listed offence, PWGSC will take into account the following factors:

  1. in the case of a conviction, whether the court acted within its jurisdiction;
  2. whether the supplier was afforded the right to appear during the court’s proceedings or to submit to the court’s jurisdiction;
  3. whether the court’s decision was obtained by fraud; or
  4. whether the supplier was entitled to present to the court every defence that the supplier would have been entitled to present had the proceeding been tried in Canada.

4. Where Canada intends to suspend or cancel the Supply Arrangement under this section, Canada will inform the Supplier and may provide the Supplier an opportunity to make written representations before making a final decision. Written representations must be submitted within 30 days from receiving a notice of concern unless Canada establishes a different deadline.

3.2 Changes to the supply arrangement (evergreen clause)

From time to time, PWGSC (PSPC) may also amend any part of the SA as a result of a policy notification, legislation, or procedural change. Any such change will not affect existing contracts in place prior to the date of change. Notification of such change will be sent to suppliers via a generic email. Should a supplier not be in agreement with such modifications, and no longer wishes to be considered for requirements issued under the SA framework as a result of the changes, the supplier will notify the SA authority and this supplier will no longer be on the list of qualified suppliers.

3.3 Supply arrangement reporting

The supplier must compile and maintain records on its provision of goods, services or both to the federal government under contracts resulting from the SA. This data must include all purchases paid for by a Government of Canada acquisition card.

The supplier must provide this data in accordance with the reporting requirements detailed in Quarterly usage report instructions. If no goods or services are provided during a given period, the supplier must still provide a "NIL" response.

The quarterly reporting periods are defined as follows:

Quarterly usage report calendar
Quarter Period to be covered Due on or before
1 April 1 to June 30 July 15
2 July 1 to September 30 October 15
3 October 1 to December 31 January 15
4 January 1 to March 31 April 15

Failure to provide fully completed quarterly reports in accordance with the above instructions may result in the setting aside of the SA and the application of a vendor performance corrective measure.

4. Term of supply arrangement

4.1 Period of supply arrangement

The period of the SA will be valid from the date of issuance until July 4, 2028 or, until such time as Canada chooses to re-compete the SA, no longer deems the SAs necessary, or proceeds with a different procurement vehicle.

The contractor grants to Canada the irrevocable option to extend the term of the SA by up to a 5 additional year period under the same conditions.

The option may only be exercised by the contracting authority (CA), and will be evidenced for administrative purposes only, through an SA amendment.

Canada may, by notice in writing to all SA suppliers and by posting on the Government Electronic Tendering System (GETS) (ProServices Method of Supply - Tender Notice) cancel this SA or individual categories or stream(s) by giving all SA suppliers at least 30 calendar days’ notice of the cancellation.

4.2 Request for supply arrangement bid solicitations

As part of its continuous effort to make it easier for suppliers to do business with Canada, Canada is making the SA valid from date of SA issuance until July 4, 2028 or until such time as Canada:

  1. exercises the option to extend the term of the SA
  2. chooses to re-compete the SA
  3. no longer deems the SAs necessary
  4. chooses to proceed with a different procurement vehicle for the requirement if it considers such action appropriate

A permanent notice will be posted on the GETS for the duration of the SA describing this procurement vehicle which will invite additional suppliers to submit bids to become pre-qualified suppliers and to be issued SAs for the provision of services

New suppliers:
Throughout the SA period, new bidders may submit bids to become pre-qualified suppliers.
Existing pre-qualified suppliers:
This will also permit pre-qualified suppliers to submit bids to modify their existing SA. No existing supplier will be removed from the qualified supplier list because of the addition of new suppliers.
Number of supply arrangements:
The supplier acknowledges that Canada may issue an unlimited number of SAs and may continue to issue SAs to suppliers throughout the SA period.
Evolving requirement:
During a refresh process, Canada may add new and (or) remove and (or) modify existing streams and categories.

Canada reserves the right to issue SAs to bidders who qualify throughout the entire period of the SA.

4.3 Quarterly refreshes

The bid solicitation has established periods (also known as “quarters”), which align with fiscal year quarters, as demonstrated in the below table.

ProServices quarterly refreshes
FY quarter: Opening date
(first business day of the month):		 Closing date
(last business day of the month):		 Estimated award date (subject to change)
1 April June End of September
2 July September End of December
3 October December End of March
4 January March End of June

Each quarter is assigned a period number which is reflected on the solicitation dashboard of the Centralized Professional Services System (CPSS) ePortal which will increase as quarters pass. Each period (that is, quarter) will automatically close in the data collection component (DCC) of the CPSS ePortal as per the date and time indicated on the solicitation dashboard of the CPSS ePortal. Data cannot be submitted against a “closed” period. Only those bidders who have submitted data by the closing date and time of a period will be evaluated. Please note that the DCC will not allow a bidder to submit another bid to a subsequent period until the results of their previously submitted bid is published.

Quarterly refreshes allow new bidders to become qualified. New bidders may submit a bid for a SA at any time by responding to a quarterly refresh.

Existing pre-qualified suppliers who have been issued a SA, will not be required to submit a new bid under quarterly refreshes. An existing supplier may propose to modify its SA by submitting a bid against a quarterly refresh.

Canada will evaluate in each quarter those submissions received for that quarter as identified in the above table. This schedule may require a revision due to operational requirements and in which case bidders will be advised. Participation in a refresh evaluation is entirely optional and not required to maintain any SA.

5. Authorities

5.1 Supply arrangement authority

The SA authority is:

Public Works and Government Services Canada
Acquisitions Branch, Professional Services Procurement Directorate
10 Wellington Street, Terrasses de la Chaudière building
5th floor
Gatineau QC  K1A 0S5

Name:
Team Leader
Position:
Supply Team Leader
Telephone:
613‑858‑7568
Email address:
tpsgc.proservices.pwgsc@tpsgc-pwgsc.gc.ca

The SA authority is the main delegated authority on behalf of Canada and the Minister and is responsible for the issuance of the SA, its administration, management and its revision. Any changes to the SA must be authorized in writing by the SA authority.

Upon the issuance of a request for proposal (RFP) against the SA by a client (federal department user), that client's CA is responsible for any contractual issues relating to the contract solicited.

5.2 Supplier's representative

The individual that is identified as the main supplier contact in the CPSS ePortal at the time of enrolment is considered the supplier’s representative and is the central point of contact for the supplier on all matters pertaining to this SA. The supplier confirms that this individual has the authority to bind the supplier. It is the supplier's sole responsibility to ensure that the information related to the supplier representative is correct.

If a new supplier representative is required, the supplier will inform CPSS by e-mail at sspc-cpss@tpsgc-pwgsc.gc.ca, and provide the following information:

  • Name
  • Telephone number
  • Email

The supplier may designate another individual to represent the supplier for administrative and technical purposes under any contract resulting from this SA.

5.3 Supplier's centralized professional services system ePortal information

Suppliers are responsible for the maintenance of their tombstone data in the CPSS ePortal. Suppliers must also safeguard the credentials released to the main supplier contact and supplier's contacts that enable access to the supplier module.

Canada will not delay or cancel any solicitation or contract process due to a supplier's inability to access, modify or validate such credentials, or because of any claim that such credentials were used without proper authorization.

6. Federal department users

Subject to signing a master level user agreement, the federal department users (also called clients or identified users) include any government department, agency or Crown corporation listed in Schedules I, I.1, II, III, IV, and V of the Financial Administration Act, R.S., 1985, c. F-11 and any other party for which the Department of Public Works and Government Services Canada has been authorized to act from time to time under section 16 of the Department of Public Works and Government Services Canada Act.

Canada may, at any time, withdraw authority from any of the federal department users to use the SA.

6.1 Canadian Collaborative Procurement Initiative user for professional services

A federal department user cannot be a Canadian Collaborative Procurement Initiative (CCPI) user. A CCPI user is any other entity to whom the Minister of the Department of Public Works and Government Services can provide access to its procurement services and instruments. CCPI users may include any Canadian aid agency, public health, federal, provincial, territorial organizations, indigenous communities, indigenous nations, indigenous governments, and indigenous representative organizations. CCPI users may also include, as applicable, municipalities, academic institutions, schools and hospitals (MASH) sector or intergovernmental organizations or foreign governments. CCPI users from the MASH sector may include regional, local, district or other forms of municipal government, school boards, publicly-funded academic, health and social service entities, as well as any crown corporation or public entity owned or controlled by one or more of the preceding public entities.

Procurement between a CCPI user and any supplier will be outside of the terms and conditions of the method of supply.  The method of supply is making the names of suppliers available to CCPI users under certain professional services categories to facilitate future procurement needs for these users, without any additional involvement from the Government of Canada.

7. Priority of documents

If there is a discrepancy between the wording of any documents that appear on the below list, the wording of the document that first appears on that list has priority over the wording of any document that subsequently appears on that list:

  1. the articles of the SA
  2. the 2020 (2022-12-01) general conditions – Supply arrangement – Goods or services
  3. Annex A: Streams and categories (by region/metropolitan area)
  4. the supplier's proposal received in response to the request for SA E60ZT-180024

8. Certifications and additional information

Compliance with the certifications provided by the supplier in the arrangement is a condition of the SA and subject to verification by Canada during the term of the SA and of any resulting contract that would continue beyond the period of the SA. The ongoing cooperation in providing additional information are conditions of issuance of the SA and failure to comply will constitute the supplier in default. If it is determined that any certification made by the supplier in the arrangement is untrue, whether made knowingly or unknowingly, Canada has the right to terminate any resulting contract for default and suspend or cancel the SA.

9. Applicable laws

The Supply Arrangement (SA) must be interpreted and governed, and the relations between the parties determined, by the laws in force in Ontario. However, suppliers may, at their discretion, substitute the applicable laws of a Canadian province or territory of their choice without affecting the validity of the bid, by selecting an alternate Canadian province or territory in their electronic submission via CPSS under the "Company Information" section. The substitution will take effect at the beginning of every new refresh period. If no change is made, this acknowledges that the applicable laws specified are acceptable to the Bidder.

10. Suspension or cancellation of qualification by Canada

In addition to the circumstances identified in general conditions 2020—Supply arrangement—Goods or services, Canada may, by sending written notice to the supplier, suspend or cancel the SA where the supplier has made public any information that conflicts with the terms, conditions, pricing or availability of systems identified in this SA, or where the supplier is in default in carrying out any of its obligations under this SA, including any violations of the Code of Conduct for Procurement.

If an identified user (also known as a client department) notifies the SA authority that they have terminated a contract for default with a pre-qualified supplier, under General conditions—Supply arrangement—Goods or services 2020 09 1(b), the supply arrangement authority may do the following:

  1. First default: Provide a written warning to the pre-qualified supplier, outlining the repercussions should this happen again
  2. Second default: Suspend the SA of the pre-qualified supplier for a period of 3 months upon written notification to the pre-qualified supplier. The written notification will indicate the date on which the suspension will be complete
  3. Third default: Suspend the SA of the pre-qualified supplier for a period of 6 months upon written notification to the pre-qualified supplier. The written notification will indicate the date on which the suspension will be complete, and in the case of multiple suspensions, confirm the number of suspensions the pre-qualified supplier has already received

Once each suspension is over, the pre-qualified supplier will be advised in writing that their SA will be re-activated.

If Canada gets notified of a fourth default, Canada will terminate the SA with the pre-qualified supplier who now becomes a former pre-qualified supplier. The former pre-qualified supplier must then wait 1 year before they may apply to pre-qualify under the SA. For the purpose of re-qualification, they are considered to be a ‘new bidder’. As a ‘new bidder’, the former pre-qualified supplier must substantiate that they meet all the mandatory criteria outlined in the RFSA documentation.

11. Indigenous business certification

Where an Indigenous business certification has been provided, the supplier warrants that its certification of compliance is accurate and complete and in accordance with the "Requirements for the set-aside program for Indigenous business" detailed in Annex 9.4 of the supply manual.

If such a certification has been provided, the supplier must keep proper records and documentation relating to the accuracy of the certification provided to Canada. The contractor must obtain the written consent of the CA before disposing of any such records or documentation before the expiration of 6 years after final payment under the contract, or until settlement of all outstanding claims and disputes, under the contract, whichever is later. All such records and documentation must at all times during the retention period be open to audit by the representatives of Canada, who may make copies and take extracts. The supplier must provide all reasonably required facilities for any audits.

Nothing in this clause must be interpreted as limiting the rights and remedies which Canada may otherwise have pursuant to the contract.

12. Comprehensive land claims area

The SA is for the delivery of the requirement detailed in the SA to the identified users across Canada, excluding locations within Yukon, Northwest Territories, Nunavut, Quebec, and Labrador that are subject to Comprehensive Land Claims Agreements (CLCAs). Any requirement for deliveries to locations within CLCAs areas within Yukon, Northwest Territories, Nunavut, Quebec, or Labrador will have to be treated as a separate procurement, outside of the SA.

13. Environmental considerations

As part of Canada's policy directing federal departments and agencies to take the necessary steps to acquire products and services that have a lower impact on the environment than those traditionally acquired, suppliers should consider the below measures:

  1. Paper consumption
    • Provide and transmit draft reports, final reports, other documents and bids in electronic format. Should printed material be required, double sided printing in black and white format is the default unless otherwise specified by the federal department user
    • Printed material is requested on minimum recycled content of 30% and/or certified as originating from a sustainably managed forest
    • Recycle unneeded printed documents (in accordance with security requirements)
  2. Travel requirements
    • The supplier is encouraged to use video and/or teleconferencing where possible to cut down unnecessary travel
    • Use of properties with environmental ratings: Contractors to the Government of Canada may access the PWGSC (PSPC) accommodation directory, which includes eco-rated properties. When searching for accommodation search for properties with environmental ratings, identified by green keys or green leafs that will honour the pricing for contractors
    • Use of public/green transit where feasible

14. Travel and living

The travel and living expenses are calculated differently between the regions and metropolitan areas and this may affect the total cost of a professional services contract as a result of a bid solicitation under the SA. Accordingly, if any contract resulting from a solicitation under this SA permits payment to a contractor in its basis of payment for travel and living expenses, such expense will only be reimbursed in accordance with the information provided on the Supply arrangement travel and living information web page of the CPSS website.

15. Regions and metropolitan areas

Definitions of the remote/virtual zone, regions and metropolitan areas are incorporated by reference into this SA, with the exception that for the purposes of this SA, the remote/virtual access is to be considered as another region.

The following regions and metropolitan areas may receive professional services under this SA where a supplier is qualified to do so:

Regions: Metropolitan areas

  • Atlantic: Halifax, Moncton
  • Quebec: Montreal, Quebec City
  • Ontario: Toronto
  • Western: Calgary, Edmonton, Saskatoon, Winnipeg
  • Pacific: Vancouver, Victoria
  • National Capital: National Capital Region
  • Remote/Virtual Zone

16. Proactive disclosure of contracts with former public servants (if applicable)

By providing information on its status, with respect to being a former public servant in receipt of a Public Service Superannuation Act (PSSA) pension, the contractor has agreed that this information will be reported on departmental websites as part of the published proactive disclosure reports, in accordance with Contracting policy notice: 2012-2 of the Treasury Board Secretariat of Canada.

17. Transition to an electronic procurement solution

PSPC is now using an e-procurement solution (EPS). ProServices has transitioned to this system and will now use it to award and amend SAs. It is mandatory that potential bidders and existing suppliers register for an ARIBA account at the following link: How to register your business.

If the Supplier chooses not to fully register, with a validated ‘Business Number’ the Supply Arrangement may be set aside by Canada

Please note that the Centralized Professional Services System (CPSS) will remain active for bidders to submit their bid, suppliers to manage their account as well as access the reporting function.

B. Bid solicitation

1. Bid solicitation documents

Canada will use the ProServices bid solicitation templates for medium complexity requirements. Clients can contact ProServices at tpsgc.proservices.pwgsc@tpsgc-pwgsc.gc.ca to obtain a copy of the ProServices bid solicitation template

The bid solicitation will contain as a minimum the following:

  1. security requirements
  2. a complete description of the work to be performed
  3. 2003, Standard instructions—Goods or services—Competitive requirements; or 2004, Standard instructions—Goods or services—Non-competitive requirements
  4. the supplemental general conditions (insert number, date and title);
    Supplemental general conditions 4007 Canada to own intellectual property rights in foreground information must be used for requirements under Stream 15: Learning services for government owned training
  5. bid preparation instructions
  6. instructions for the submission of bids (address for submission of bids, bid closing date and time)
  7. evaluation procedures and basis of selection
  8. financial capability (if applicable)
  9. certifications, as applicable to the evaluation of resources
  10. conditions of the resulting contract

2. Bid solicitation process: Requirements valued below the Canada – Korea Free Trade Agreement threshold

2.1 Bids

Bids will be solicited for specific requirements within the scope of the SA from suppliers who have been issued a SA.

Competitive requirements: A minimum of 2 suppliers must be invited by the client (federal department user) to submit a proposal via email by:

  1. logging into the CPSS Client Module and entering in search parameters that are specific to the requirement, such as: category, region/metropolitan area, level of expertise and Indigenous status (if applicable)
  2. generating, printing and including in the procurement file, a CPSS ‘Search Filtering’ list that displays a list of all pre-qualified suppliers who meet the search parameters mentioned in bullet (a)
  3. selecting by name 2 suppliers from the CPSS client module search result list, or
  4. selecting by name 1 supplier from the CPSS client module and the second supplier being selected randomly by the CPSS client module, or
  5. not selecting any supplier by name in which case the CPSS client module will select by random 2 suppliers that appear on the CPSS search result list
  6. Ensuring that a CPSS ‘Final Search results list is generated, printed and included in the procurement file that indicates which suppliers will be invited to the bid solicitation.

The CPSS client module will automatically extend the search completed at a metropolitan area to the regional level, if the search results produce a list of less than 3 suppliers.

The value of any bid in response to a client department bid solicitation, at the time of bid closing, must not exceed the CKFTA threshold (including all taxes, travel and living, amendments, etc.).

It is the responsibility of the CA to determine if any trade agreements will apply to their requirement based on their requirement’s associated dollar value. If it is determined that a trade agreement does apply to their requirement the CA will prepare and publish a bilingual notice of proposed procurement on Buy and Sell for a minimum of 5 calendar days.

Direct requirements: Federal department users may enter into a contract with a supplier appearing in the results from a search conducted by a client in the CPSS client module in addition to meeting subsequent search parameters such as region/metropolitan area, level of expertise, Indigenous indicator, etc. for contracts valued below $40,000 (including taxes, travel and living, amendments, etc.) where the contracting officer deems it cost effective to do so, as permitted under the government contracting regulations and provided that the federal department user meets all required internal approvals specific to their department.

2.2 Request to bid by pre-qualified supplier

Should an uninvited pre-qualified ProServices supplier wish to be invited to a ProServices RFP process that is for a requirement valued below the CKFTA threshold but to which another trade agreement applies, it may contact the CA to request an invitation at any time prior to the published bid closing date. The Contracting Authority will confirm whether or not the supplier appears on the CPSS Search Filtering list. An invitation will be sent to the ProServices pre-qualified supplier providing:

  1. that a trade agreement applies to the requirement
  2. the pre-qualified supplier appears on the CPSS original search filtering result list (in addition to meeting subsequent search parameters such as region/metropolitan area, level of expertise, Indigenous indicator, etc.)
  3. if the request to bid does not impede on the efficiency of the procurement process.

Canada is under no obligation to extend the bid closing date following such a request.

2.3 Minimum period to submit bid

As part of the harmonized business rules, for competitive contracts valued below the CKFTA threshold, a minimum of 5 calendar days must be given to the bidders to respond. For direct contracting (contracts valued below $40,000), it is up to the federal department user to determine the minimum number of days.

2.4 Identification of contract authorities

Provided a federal department user has the legal authority to contract, it may choose to award contracts under this SA below the CKFTA threshold (including taxes, travel and living, amendments, etc.)

C. Resulting contract clauses

Note

Clauses are contained on the ProServices website.

1. General

The conditions of any contract awarded under the SA will be in accordance with the resulting contract clauses of the medium complexity template used for the bid solicitation template, which is set out in the Standard acquisition clauses and conditions manual issued by PWGSC (PSPC).

2. Security requirement

Contracts issued under an SA are subject to the requirements in the Security Requirement Check Lists (SRCLs) identified in each individual Request for Proposal issued by Clients. Common SRCLs are accessible through the CPSS web site as Common centralized professional services: Security requirement check lists, but other SRCLs may be used. Each Request for Proposal will identify the SRCLs that will apply to any resulting contract.

3. Statement of work

The work to be performed is detailed under Annex X of the resulting contract clauses.

4. Standard clauses and conditions

All clauses and conditions identified in the contract by number, date and title are set out in the Standard acquisition clauses and conditions manual issued by PWGSC (PSPC).

4.1 General conditions

2010B (2022-12-01) General conditions—Professional services (medium complexity), apply to and form part of the contract.

2010B 16 (2022-12-01) Audit - Subsection 5 of the General Conditions are amended as follows:

  1. Contractor must maintain such records, and Canada and its authorized representatives will have the right to examine such records, at all times during the term of this Contract and for a period of seven years after it receives the final payment under the Contract, or until the settlement of all outstanding claims and disputes, whichever is later. Should an examination reveal any overpayments by Canada, these will be claimed by Canada and immediately repaid by the Contractor.

4.2 Supplemental general conditions

If applicable, use the appropriate Supplemental General Conditions

Supplemental General Conditions 4007 Canada to own intellectual property rights in Foreground Information must be used for requirements under Stream 15 – Learning services for government owned training)

5. Term of contract

5.1 Period of the contract

The work is to be performed during the period of (fill in start date of the work) to (fill in end date of the work).

5.2 Option to extend the contract

The contractor grants to Canada the irrevocable option to extend the term of the contract by up to additional year period(s) under the same conditions. The contractor agrees that, during the extended period of the contract, it will be paid in accordance with the applicable provisions as set out in the basis of payment.

Canada may exercise this option at any time by sending a written notice to the contractor at least calendar days before the expiry date of the contract. The option may only be exercised by the CA, and will be evidenced for administrative purposes only, through a contract amendment.

6. Authorities

6.1 Contracting authority

The CA for the contract is:

  • Department
  • Branch / Directorate
  • Address
  • Name
  • Position
  • Telephone
  • Facsimile
  • Email address

The CA is responsible for the management of the contract and any changes to the contract must be authorized in writing by the CA. The contractor must not perform work in excess of or outside the scope of the contract based on verbal or written requests or instructions from anybody other than the CA.

6.2 Project authority

The project authority for the contract is:

  • Organization
  • Address
  • Name
  • Position
  • Telephone
  • Facsimile
  • Email address

The project authority is the representative of the department or agency for whom the work is being carried out under the contract and is responsible for all matters concerning the technical content of the work under the contract. Technical matters may be discussed with the project authority, however the project authority has no authority to authorize changes to the scope of the work. Changes to the scope of the work can only be made through a contract amendment issued by the CA.

6.3 Contractor's representative

Complete as applicable

7. Proactive disclosure of contracts with former public servants (if applicable)

By providing information on its status, with respect to being a former public servant in receipt of a Public Service Superannuation Act (PSSA) pension, the contractor has agreed that this information will be reported on departmental websites as part of the published proactive disclosure reports, in accordance with Contracting policy notice: 2012-2 of the Treasury Board Secretariat of Canada.

8. Payment

8.1 Basis of payment—Basis of payment—Firm price, firm unit price(s) or firm lot price(s) Standard Acquisition Clauses and Conditions C0207C

Option 1

In consideration of the contractor satisfactorily completing all of its obligations under the contract, the contractor will be paid a (insert "firm price" or "firm unit price(s) or "firm lot price(s)), as specified in (insert "contract" or "in Annex ") for a cost of $  (insert the amount at contract award). Customs duties are (insert "included", "excluded" or "subject to exemption") and applicable taxes are extra.

Canada will not pay the contractor for any design changes, modifications or interpretations of the work, unless they have been approved, in writing, by the CA before their incorporation into the work.

Option 2

For the work described in (insert the applicable section(s) of the statement of work or requirement to which this basis of payment applies) of the (insert "statement of work" or "requirement") in Annex (insert).

In consideration of the contractor satisfactorily completing its obligations under the contract, the contractor will be paid a , (insert "firm price" or "firm lot price(s)") for a cost of $  (insert the amount at contract award). Customs duties are (insert "included", "excluded" or "subject to exemption") and applicable taxes are extra.

For the firm price portion of the work only, Canada will not pay the contractor for any design changes, modifications or interpretations of the work unless they have been approved, in writing, by the CA before their incorporation into the work.

or

8.1 Basis of payment: Cost reimbursable Limitation of expenditure Standard Acquisition Clauses and Conditions C0206C

Option 1

The contractor will be reimbursed for the costs reasonably and properly incurred in the performance of the work, (insert, if applicable, "and profit,") as determined in accordance with the basis of payment in Annex , to a limitation of expenditure of $ (insert the amount at contract award). Customs duties are (insert "included", "excluded" or "subject to exemption") and applicable taxes are extra.

Option 2

For the work described in (insert the applicable section(s) of the statement of work or requirement to which this basis of payment applies) of the (insert "statement of work or requirement") in Annex .

The contractor will be reimbursed for the costs reasonably and properly incurred in the performance of the work, (insert, if applicable, "and a profit,") as determined in accordance with the basis of payment in Annex , to a limitation of expenditure of $  (insert the amount at contract award). Customs duties are (insert "included", "excluded" or "subject to exemption") and applicable taxes are extra.

8.2 Limitation of expenditure

  1. Canada's total liability to the contractor under the contract must not exceed $ ( customs duties are) (insert "included", "excluded" or "subject to exemption") and applicable taxes are extra
  2. No increase in the total liability of Canada or in the price of the work resulting from any design changes, modifications or interpretations of the work, will be authorized or paid to the contractor unless these design changes, modifications or interpretations have been approved, in writing, by the CA before their incorporation into the work. The contractor must not perform any work or provide any service that would result in Canada's total liability being exceeded before obtaining the written approval of the CA. The contractor must notify the CA in writing as to the adequacy of this sum:
    1. when it is 75% committed; or
    2. 4 months before the contract expiry date, or
    3. as soon as the contractor considers that the contract funds provided are inadequate for the completion of the work, whichever comes first
  3. If the notification is for inadequate contract funds, the contractor must provide to the CA a written estimate for the additional funds required. Provision of such information by the contractor does not increase Canada's liability

9. Invoicing instructions

Use applicable Standard Acquisition Clauses and Conditions (SACC) Manual clauses or other approved clauses related to invoicing instructions. Invoicing instructions also cover claims for progress payment; therefore any reference to invoices would also cover claims for progress payment. Examples of clauses to insert in full text: H3020C, H3022C, H3024C, H5001C.

10. Certifications: Compliance

Compliance with the certifications and related documentation provided by the contractor in its bid is a condition of the contract and subject to verification by Canada during the term of the contract. If the contractor does not comply with any certification, provide the related documentation or if it is determined that any certification made by the contractor in its bid is untrue, whether made knowingly or unknowingly, Canada has the right, pursuant to the default provision of the contract, to terminate the contract for default.

11. Applicable laws

The contract must be interpreted and governed, and the relations between the parties determined, by the laws in force in . (Insert the name of the province or territory as specified by the bidder in its bid, if applicable).

12. Priority of documents

If there is a discrepancy between the wording of any documents that appear on the list, the wording of the document that first appears on the list has priority over the wording of any document that subsequently appears on the list.

  1. the articles of agreement
  2. the general conditions (insert number, date and title)
  3. the supplemental general conditions  (insert number, date and title)
    Supplemental General Conditions 4007 Canada to own intellectual property rights in Foreground Information (must be used for requirements under Stream 15: Learning services for government owned training)
  4. Annex X, Statement of work
  5. Annex X, Security Requirements Check List (if applicable)
  6. Annex X, Tasks Authorization (TA) form (if applicable)
  7. Supply arrangement number E60ZT-180025/ XXX /ZT or E60ZT-180026/ XXX /ZT or E60ZT-180027/ XXX /ZT or E60ZT-180028/ XXX /ZT or E60ZT-180029/ XXX /ZT or CWXXXXXXX
  8. the contractor's bid dated (insert date of bid)
    (If the bid was clarified or amended, insert at the time of contract award, as clarified on " or ", as amended on " and insert date(s) of clarification(s) or amendment(s))

13. Defence contract

If applicable, use the following clause when the requirement is a defence contract as defined in the Defence Production Act.

SACC Manual clause A9006C (insert date) defence contract

14. Travel and living

Pre-authorized travel and living expenses

Canada will reimburse the contractor for its pre-authorized travel and living expenses reasonably and properly incurred in the performance of the work in accordance with the clause titled "Travel and living" of the SA.

Estimated cost: $  (insert)

15. Limitation of liability: Information management/Information technology

Applicable to information technology (IT) requirements only.

  1. Any reference in this section to damages caused by the contractor also includes damages caused by its employees, as well as its subcontractors, agents, and representatives, and any of their employees. This section applies regardless of whether the claim is based in contract, tort, or another cause of action. The contractor is not liable to Canada with respect to the performance of or failure to perform the contract, except as described in this section and in any section of the contract pre-establishing any liquidated damages. The contractor is only liable for indirect, special or consequential damages to the extent described in this article, even if it has been made aware of the potential for those damages
  2. First party liability:
    1. The contractor is fully liable for all damages to Canada, including indirect, special or consequential damages, caused by the contractor’s performance or failure to perform the contract that relate to:
      1. any infringement of intellectual property rights to the extent the contractor breaches the section entitled "Intellectual property infringement and royalties"
      2. physical injury, including death
    2. The contractor is liable for all direct damages caused by the contractor's performance or failure to perform the contract affecting real or tangible personal property owned, possessed, or occupied by Canada
    3. Each of the parties is liable for all direct damages resulting from its breach of confidentiality under the contract. Each of the parties is also liable for all indirect, special or consequential damages in respect of its unauthorized disclosure of the other party’s trade secrets (or trade secrets of a third party provided by 1 party to another under the contract) relating to information technology
    4. The contractor is liable for all direct damages relating to any encumbrance or claim relating to any portion of the work for which Canada has made any payment. This does not apply to encumbrances or claims relating to intellectual property rights, which are addressed under (i.A) above
    5. The contractor is also liable for any other direct damages to Canada caused by the contractor's performance or failure to perform the contract that relate to:
      1. any breach of the warranty obligations under the contract, up to the total amount paid by Canada (including any applicable taxes) for the goods and services affected by the breach of warranty
      2. any other direct damages, including all identifiable direct costs to Canada associated with re-procuring the work from another party if the contract is terminated either in whole or in part for default, up to an aggregate maximum for this subparagraph (B) of the greater of [.75] times the total estimated cost (meaning the dollar amount shown on the first page of the contract in the cell titled "Total estimated cost" or shown on other document used to order services under this instrument)
    6. In any case, the total liability of the contractor under paragraph (v) will not exceed the total estimated cost (as defined above) for the contract
    7. If Canada’s records or data are harmed as a result of the contractor’s negligence or willful act, the contractor’s only liability is, at the contractor’s own expense, to restore Canada’s records and data using the most recent backup kept by Canada. Canada is responsible for maintaining an adequate backup of its records and data
  3. Third party claims:
    1. Regardless of whether a third party makes its claim against Canada or the contractor, each party agrees that it is liable for any damages that it causes to any third party in connection with the contract as set out in a settlement agreement or as finally determined by a court of competent jurisdiction, where the court determines that the parties are jointly and severally liable or that 1 party is solely and directly liable to the third party. The amount of the liability will be the amount set out in the settlement agreement or determined by the court to have been the party’s portion of the damages to the third party. No settlement agreement is binding on a party unless its authorized representative has approved the agreement in writing
    2. If Canada is required, as a result of joint and several liability, to pay a third party in respect of damages caused by the contractor, the contractor must reimburse Canada by the amount finally determined by a court of competent jurisdiction to be the contractor’s portion of the damages to the third party. However, despite paragraph (i), with respect to special, indirect, and consequential damages of third parties covered by this section, the contractor is only liable for reimbursing Canada for the contractor’s portion of those damages that Canada is required by a court to pay to a third party as a result of joint and several liability that relate to the infringement of a third party’s intellectual property rights; physical injury of a third party, including death; damages affecting a third party’s real or tangible personal property; liens or encumbrances on any portion of the work; or breach of confidentiality
    3. The parties are only liable to one another for damages to third parties to the extent described in this paragraph c

16. Liability

Applicable to non-IT requirements only

The contractor is liable for any damage caused by the contractor, its employees, subcontractors, or agents to Canada or any third party. Canada is liable for any damage caused by Canada, its employees or agents to the contractor or any third party. The parties agree that no limitation of liability or indemnity provision applies to the contract unless it is specifically incorporated in full text in the articles of agreement. Damage includes any injury to persons (including injury resulting in death) or loss of or damage to property (including real property) caused as a result of or during the performance of the contract.

17. Intellectual property infringement and royalties

  1. The contractor represents and warrants that, to the best of its knowledge, neither it nor Canada will infringe any third party's intellectual property rights in performing or using the work, and that Canada will have no obligation to pay royalties of any kind to anyone in connection with the work
  2. If anyone makes a claim against Canada or the contractor concerning intellectual property infringement or royalties related to the work, that party agrees to notify the other party in writing immediately. If anyone brings a claim against Canada, according to Department of Justice Act, R.S., 1985, c. J-2, the Attorney General of Canada must have the regulation and conduct of all litigation for or against Canada, but the Attorney General may request that the contractor defend Canada against the claim. In either case, the contractor agrees to participate fully in the defence and any settlement negotiations and to pay all costs, damages and legal costs incurred or payable as a result of the claim, including the amount of any settlement. Both parties agree not to settle any claim unless the other party first approves the settlement in writing
  3. The contractor has no obligation regarding claims that were only made because:
    1. Canada modified the work or part of the work without the contractor's consent or used the work or part of the work without following a requirement of the contract
    2. Canada used the work or part of the work with a product that the contractor did not supply under the contract (unless that use is described in the Contract or the manufacturer's specifications)
    3. the contractor used equipment, drawings, specifications or other information supplied to the contractor by Canada (or by someone authorized by Canada)
    4. the contractor used a specific item of equipment or software that it obtained because of specific instructions from the CA; however, this exception only applies if the contractor has included the following language in its own contract with the supplier of that equipment or software: "[Supplier name] acknowledges that the purchased items will be used by the Government of Canada. If a third party claims that equipment or software supplied under this contract infringes any intellectual property right, [supplier name], if requested to do so by either [contractor name] or Canada, will defend both [contractor name] and Canada against that claim at its own expense and will pay all costs, damages and legal fees payable as a result of that infringement." Obtaining this protection from the supplier is the contractor's responsibility and, if the contractor does not do so, it will be responsible to Canada for the claim
  4. If anyone claims that, as a result of the work, the contractor or Canada is infringing its intellectual property rights, the contractor must immediately do one of the following:
    1. take whatever steps are necessary to allow Canada to continue to use the allegedly infringing part of the work
    2. modify or replace the work to avoid intellectual property infringement, while ensuring that the work continues to meet all the requirements of the contract
    3. take back the work and refund any part of the contract price that Canada has already paid

If the contractor determines that none of these alternatives can reasonably be achieved, or if the contractor fails to take any of these steps within a reasonable amount of time, Canada may choose either to require the contractor to do (c), or to take whatever steps are necessary to acquire the rights to use the allegedly infringing part(s) of the work itself, in which case the contractor must reimburse Canada for all the costs it incurs to do so.

18. No responsibility to pay for work not performed due to closure of Government offices

  1. Where the contractor, its employees, subcontractors, or agents are providing services on government premises under the contract and those premises are inaccessible because of the evacuation or closure of government offices, and as a result no work is performed, Canada is not responsible for paying the contractor for work that otherwise would have been performed if there had been no evacuation or closure
  2. If, as a result of any strike or lock-out, the contractor or its employees, subcontractors or agents cannot obtain access to government premises and, as a result, no work is performed, Canada is not responsible for paying the contractor for work that otherwise would have been performed if the contractor had been able to gain access to the premises

19. Translation of documentation

The contractor agrees that Canada may translate in the other official language any documentation delivered to Canada by the contractor that does not belong to Canada. The contractor acknowledges that Canada owns the translation and that it is under no obligation to provide any translation to the contractor. Canada agrees that any translation must include any copyright notice and any proprietary right notice that was part of the original. Canada acknowledges that the contractor is not responsible for any technical errors or other problems that may arise as a result of the translation.

20. Replacement of specific individuals

  1. If specific individuals are identified in the contract to perform the work, the contractor must provide the services of those individuals unless the contractor is unable to do so for reasons beyond its control
  2. If the contractor is unable to provide the services of any specific individual identified in the contract, it must provide a replacement with similar qualifications and experience. The replacement must meet the criteria used in the selection of the contractor and be acceptable to Canada. The contractor must, as soon as possible, give notice to the CA of the reason for replacing the individual and provide:
    1. the name, qualifications and experience of the proposed replacement
    2. proof that the proposed replacement has the required security clearance granted by Canada, if applicable
  3. The contractor must not, in any event, allow performance of the work by unauthorized replacement persons. The CA may order that a replacement stop performing the work. In such a case, the contractor must immediately comply with the order and secure a further replacement in accordance with subsection 2. The fact that the CA does not order that a replacement stop performing the work does not relieve the contractor from its responsibility to meet the requirements of the contract

21. Ownership

  1. Unless provided otherwise in the contract, the work or any part of the work belongs to Canada after delivery and acceptance by or on behalf of Canada
  2. However if any payment is made to the contractor for or on account of any work, either by way of progress or milestone payments, that work paid for by Canada belongs to Canada upon such payment being made. This transfer of ownership does not constitute acceptance by Canada of the work or any part of the work and does not relieve the contractor of its obligation to perform the work in accordance with the contract
  3. Despite any transfer of ownership, the contractor is responsible for any loss or damage to the work or any part of the work until it is delivered to Canada in accordance with the contract. Even after delivery, the contractor remains responsible for any loss or damage to any part of the work caused by the contractor or any subcontractor
  4. Upon transfer of ownership to the work or any part of the work to Canada, the contractor must, if requested by Canada, establish to Canada's satisfaction that the title is free and clear of all claims, liens, attachments, charges or encumbrances. The contractor must execute any conveyances and other instruments necessary to perfect the title that Canada may require

22. Identification protocol responsibilities

The contractor will be responsible for ensuring that any of its resources, representatives or subcontractors complies with the following self-identification requirements:

  1. Contractors who attend a Government of Canada meeting (whether internal or external to Canada's offices) must identify if they are a contractor prior to the commencement of the meeting, to ensure that each meeting participant is aware of the fact that the individual is not a Government of Canada employee
  2. During the performance of any work at a Government of Canada site, the contractor must be clearly identified at all times as being a contractor
  3. If a contractor requires the use of the Government of Canada's e-mail system in the performance of the work, then the individual must clearly identify him or herself as a contractor in all electronic mail including the signature block as well as under "Properties". This identification protocol must also be used in all other correspondence, communication, and documentation
  4. If Canada determines that the contractor are in breach of any obligation stated in this clause, upon written notice from Canada the contractor must submit a written action plan describing the corrective measures it will implement to eliminate the recurrence of the problem. The contractor will have 5 working days to deliver the action plan to the client or the CA, and 20 working days to rectify the underlying problem
  5. In addition to any other rights it has under the contract, Canada may terminate the contract for default if the corrective measures required of the contractor described above are not met

23. Dispute resolution

  1. The parties agree to maintain open and honest communication about the work throughout and after the performance of the contract
  2. The parties agree to consult and co-operate with each other in the furtherance of the contract and promptly notify the other party or parties and attempt to resolve problems or differences that may arise
  3. If the parties cannot resolve a dispute through consultation and cooperation, the parties agree to consult a neutral third party offering alternative dispute resolution services to attempt to address the dispute
  4. Options of alternative dispute resolution services can be found on Canada’s Buy and Sell website under the heading "Dispute resolution"
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