Part A: Supply arrangement

3.1 Changes to the supply arrangement (evergreen clause)

From time to time, PWGSC may also amend any part of the Supply Arrangement 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 Supply Arrangement framework as a result of the changes, the supplier will notify the Supply Arrangement Authority and this supplier will no longer be on the list of qualified suppliers.

3.2 Resulting contract clauses

The conditions of any contract awarded under this SA will be in accordance with Part C—Resulting contract clauses.

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.

The supplier must provide this data in accordance with the reporting requirements detailed at: (Quarterly usage report instructions). If no goods or services are provided during a given period, the supplier must still provide a "nil" report. Canada reserves the right to change the “nil” reporting procedure at any time.

The quarterly reporting periods are defined as follows:

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

4.1 Period of the supply arrangement

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

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

The option may only be exercised by the Contracting Authority, and will be evidenced for administrative purposes only, through a Supply Arrangement amendment.

Canada may, by notice in writing to all SA suppliers and by posting on the CanadaBuys website (Task professional services) cancel this SA or its Categories or Stream(s) by giving all SA suppliers at least 30 calendar days’ notice of the cancellation.

4.2 Ongoing opportunity to qualify

Ongoing opportunities enable the supplier to qualify for additional categories to be added to its SA. Participation in the refresh solicitations is entirely optional and not required to maintain any TSPS SA.

This schedule may require a revision due to operational requirements, in which case suppliers will be advised via the CPSS supplier dashboard.

Please note that the data collection component (DCC) will not allow a bidder to submit another bid to a subsequent period until the results of their previously submitted bid are published.

Each quarter is assigned a period number which is reflected on the Solicitation Dashboard of the CPSS ePortal which will increase as quarters pass. Each period (i.e. Quarter) will automatically close in the Data Collection Component 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 Supply Arrangement at any time by responding to a Quarterly Refresh.

Existing pre-qualified Suppliers who have been issued a Supply Arrangement, will not be required to submit a new bid under Quarterly Refreshes. An existing Supplier may propose to modify its supply arrangement 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 Supply Arrangement.

5.1 Supply arrangement authority

The SA authority is:

Supply team leader of the TSPS method of supply

Complex Professional Services Methods Division (CPSMD)

Procurement Systems Directorate

Professional Services Transformative Solutions Sector (PSTSS)

Procurement Branch

Public Services and Procurement Canada

Address:

10 Wellington Street
Les Terrasses de la Chaudière, 5th floor
Gatineau, Quebec  K1A 0H4

Email address:

tpsgc.spts-tsps.pwgsc@tpsgc-pwgsc.gc.ca

The SA authority (or its authorized representative) is responsible for the issuance of the SA, its administration and its revision, if applicable. Upon the issuance of an arrangement solicitation under the SA by a client (federal department user), that Client’s Contracting authority is responsible for any contractual issues relating to the contract solicited. Any changes to the SA must be authorized in writing by the SA authority.

The SA authority is the main delegated authority on behalf of Canada and the Minister for the administration and management of this SA. The SA authority will act as the overall maintainer of the TSPS SA pre-qualified supplier's list and will be responsible for ensuring the administration of all SAs.

5.2 Supplier's representative

This individual 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 replacement or a new supplier representative is required, the supplier will:

1. inform Centralized Professional Services System (CPSS) by email at tpsgc.sspc-cpss.pwgsc@tpsgc-pwgsc.gc.ca
2. inform the supply arrangement authority by email at spts-tsps.pwgsc@tpsgc-pwgsc.gc.ca and provide the following information:
   • Name
   • Telephone
   • 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 information

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

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.

8.1 Compliance

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. If the supplier does not comply with any certification or it is determined that any certification made by the supplier in the arrangement is untrue, whether made knowingly or unknowingly, Canada retains the right to terminate any resulting contract for default and suspend or cancel the SA.

14.1 Insurance requirements for all categories under Stream 1, 2 and 3—Tier 1

The supplier is responsible for deciding if insurance coverage is necessary to fulfill its obligation under any contract resulting from this SA, and to ensure compliance with any applicable law. Any insurance acquired or maintained by the supplier is at its own expense and for its own benefit and protection. It does not release the supplier from or reduce its liability under the contract.

14.2 Insurance requirement for all categories under Stream 4, 5, 6 and 7—Tier 1 and all categories under Streams 1 to 7—Tier 2

14.2.1 The supplier must maintain the following insurance requirements for the duration of any contract resulting from this SA. Compliance with the insurance requirements does not release the supplier from or reduce its liability under the contract.

The supplier is responsible for deciding if additional insurance is required, such as but not limited to liability and error insurance, to fulfill its obligations under the contract and to comply with applicable laws. Any additional insurance taken out is the responsibility of the supplier as well as for its benefit and protection.

The supplier must forward to the contracting authority within 10 working days after the date of award of the contract, a certificate of insurance evidencing the insurance coverage and confirming that the insurance policy complying with the requirements is in force. Coverage must be placed with an insurer licensed to carry out business in Canada. The supplier must, if requested by the contracting authority, forward to Canada a certified true copy of all applicable insurance policies.

14.2.2 The supplier must obtain commercial general liability insurance, and maintain it in force throughout the duration of any contract resulting from the SA, in an amount usual for a contract of this nature, but for not less than $2,000,000 per accident or occurrence and in the annual aggregate.

The commercial general liability policy must include the following:

1. Additional insured: Canada is added as an additional insured, but only with respect to liability arising out of the supplier's performance of the contract. The interest of Canada should read as follows: Canada, as represented by PWGSC
2. Bodily injury and property damage to third parties arising out of the operations of the supplier
3. Products and completed operations: Coverage for bodily injury or property damage arising out of goods or products manufactured, sold, handled, or distributed by the supplier and/or arising out of operations that have been completed by the supplier
4. Personal injury: While not limited to, the coverage must include violation of privacy, libel and slander, false arrest, detention or Imprisonment and defamation of character
5. Cross liability/separation of insured: Without increasing the limit of liability, the policy must protect all insured parties to the full extent of coverage provided. Further, the policy must apply to each insured in the same manner and to the same extent as if a separate policy had been issued to each
6. Blanket contractual liability: The policy must, on a blanket basis or by specific reference to the contract, extend to assumed liabilities with respect to contractual provisions
7. Employees and, if applicable, volunteers must be included as additional insured
8. Employers' liability (or confirmation that all employees are covered by worker's compensation (WSIB) or similar program)
9. Broad form property damage including completed operations: Expands the property damage coverage to include certain losses that would otherwise be excluded by the standard care, custody or control exclusion found in a standard policy
10. Notice of cancellation: The insurer will endeavour to provide the contracting authority 30 calendar days written notice of policy cancellation
11. If the policy is written on a claims-made basis, coverage must be in place for a period of at least 12 months after the completion or termination of the contract
12. Litigation rights: Pursuant to subsection 5(d) of the Department of Justice Act, S.C. 1993, c. J-2, s.1, if a suit is instituted for or against Canada which the Insurer would, but for this clause, have the right to pursue or defend on behalf of Canada as an additional named Insured under the insurance policy, the Insurer must promptly contact the Attorney General of Canada to agree on the legal strategies by sending a letter, by registered mail or by courier, with an acknowledgement of receipt

For the province of Quebec, send to:

Director Business Law Directorate
Quebec Regional Office (Ottawa)
Department of Justice
284 Wellington Street, Room SAT-6042
Ottawa, Ontario K1A 0H8

For other provinces and territories, send to:

Senior General Counsel
Civil Litigation Section
Department of Justice
234 Wellington Street, East Tower
Ottawa, Ontario  K1A 0H8

A copy of the letter must be sent to the contracting authority. Canada reserves the right to co-defend any action brought against Canada. All expenses incurred by Canada to co-defend such actions will be at Canada's expense. If Canada decides to co-defend any action brought against it, and Canada does not agree to a proposed settlement agreed to by the supplier's insurer and the plaintiff(s) that would result in the settlement or dismissal of the action against Canada, then Canada will be responsible to the supplier's insurer for any difference between the proposed settlement amount and the amount finally awarded or paid to the plaintiffs (inclusive of costs and interest) on behalf of Canada.

14.2.3 Errors and omissions liability insurance for all categories under stream 4 and 5 tier 1 and for all categories under streams 1 to 5 tier 2

In addition to the insurance requirements detailed in 14.2.2 above:

1. The supplier must obtain errors and omissions Liability (a.k.a. professional liability) insurance, and maintain it in force throughout the duration of any contract resulting from this SA, in an amount usual for a contract of this nature but for not less than $1,000,000 per loss and in the annual aggregate, inclusive of defence costs
2. If the policy is written on a claims-made basis, coverage must be in place for a period of at least 12 months after the completion or termination of the contract
3. The following endorsement must be included:

   Notice of cancellation
   The insurer will endeavour to provide the contracting authority 30 calendar days written notice of cancellation.

14.2.4 Medical malpractice liability insurance for all categories under stream 6—Tier 1 and 2

In addition to the insurance requirements detailed in 14.2.2 above:

1. The contractor must obtain medical malpractice liability insurance, and maintain it in force throughout the duration of the contract, in an amount usual for a contract of this nature, but for not less than $1,000,000 per loss and in the annual aggregate, inclusive of the defence costs
2. Coverage is for what is standard in a medical malpractice policy and must be for claims arising out of the rendering or failure to render medical services resulting in injury, mental injury, illness, disease or death of any person caused by any negligent act, error or omission committed by the contractor in or about the conduct of the contractor's professional occupation or business of good samaritan acts
3. If the policy is written on a claims-made basis, coverage must be in place for a period of at least 12 months after the completion or termination of the contract
4. Notice of cancellation: The contractor will provide the contracting authority 30 days prior written notice of policy cancellation or any changes to the insurance policy

14.2.5 Nursing malpractice liability insurance for categories 6.1, 6.2, 6.3 and 6.4 under Stream 6—Tier 1 and 2

In addition to the insurance requirements detailed in 14.2.2 and 14.2.4 above:

Throughout the duration of the contract, the contractor must maintain in full force and effect a policy of comprehensive general liability insurance to include coverage for any negligence, malpractice and medical professional liability by its resources, officers, servants, agents’ representatives that could arise in the performance or non-performance of this contract.

The contractor must provide a duplicate of notices of any nature or kind relating to the policy, including but not limited to notices of:

1. legal proceeding resulting from actions against the insured under the insurance coverage
2. cancellation
3. changes of material risk; or
4. breached of statutory conditions

And be sent by registered mail by the contractor or the insurer to Canada.

The contractor must ensure that the contract nurses delivering the services to be performed under this contract maintain malpractice and liability insurance.

Regions—Metropolitan areas

• National Capital: National Capital Region
• Atlantic: Halifax, Moncton
• Quebec: Montréal, Québec City
• Ontario: Toronto
• Western: Calgary, Edmonton, Saskatoon, Winnipeg
• Pacific: Vancouver, Victoria
• Remote/virtual access: This is a separate region and does not include any of the other regions or metropolitan areas. It is a region that is used when a client has no preference in terms of where the work is performed