Public Works and Government Services Canada
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The Supply Arrangement

Part II - Resulting Supply Arrangement Clauses

II.1 Nature of a Supply Arrangement

  1. This Supply Arrangement (SA) is not a contract for the provision of goods or services and neither party is legally bound as a result of the signing of this SA. The intent of this SA is to establish a procurement framework with the supplier to permit the expeditious processing of legally binding contracts for the purchase of goods/or services that will be specified in individual solicitations that fall within the scope of this SA. No obligation to perform any work arises from the issuance of this SA.

II.2 Overview of Supply Arrangement

The Supplier acknowledges that:

  1. Issuance of this SA does not oblige Canada to authorize or order all or any of the services offered by the Supplier or to spend any monies whatsoever, and this Supply Arrangement does not represent a commitment by Canada to purchase such goods or services exclusively through using the Supply Arrangement.
  2. A contract for the purchase of services or services with goods related directly to the delivery of the services will only exist if there is an authorized Contract awarded as a result of the process described in this Supply Arrangement, provided always that such Contract is made in accordance with the terms set out herein, and only to the extent provided in such Contract;
  3. Canada's liability under this Supply Arrangement is limited to that which arises from any Contracts awarded under the Supply Arrangement.
  4. Canada may award contracts to more than one supplier as part of the same procurement action under the SA;
  5. No costs incurred before the receipt of a signed contract can be charged to this Supply arrangement or resulting contract;
  6. Any notice or communication required or permitted to be given pursuant to this SA, any Bid Solicitation or any resulting contract must be in writing.

II.3 Supply Arrangement Period

  1. Public Works and Government Services Canada (PWGSC) and/or the Client may continue to compete individual solicitations under the SA framework from Date of SA Issuance to February 21, 2018 or until such time as Canada no longer deems it to be advantageous to do so. Canada may compete requirements between Suppliers for Stream(s) under this Technical, Engineering and Maintenance Services (TEMS) Supply Arrangement.
  2. The Contract Period of individual Contract(s) may extend beyond the Supply Arrangement Period. That is, a Contract may be issued up until the last day of the Supply Arrangement Period, and the resulting contract will be in force until all the work has been completed.

General & Interpretation

II.4 Applicable Laws

  1. The Supply Arrangement and any contract resulting from the Supply Arrangement must be interpreted, governed and the relations between the parties determined, by the laws in force in Ontario, Canada.

II.5 Security Requirement

  1. The requirements to be procured under this Supply Arrangement may be subject to security requirements. The possible security requirements are identified within the Security requirement Check List (SCRL) attached to Annex "B" to Part II to this SA. Each Contract will identify which SCRL will apply to that contract.
  2. Several generic Security Requirement Check Lists (SRCL), which PWGSC anticipates will satisfy most security requirements associated with individual requirements, are attached to this Supply Arrangement (see Annex "B" to Part II of the SA) and may be referred to, as required, in an individual contract awarded under the Supply Arrangement framework.
  3. These generic SRCLs may not meet the needs of some Clients for some requirements; in such cases, a unique SRCL fully describing the security requirements will be included in the documentation associated with that individual contract.
  4. The Supplier must hold the following minimum security requirement in order to remain a Supplier. The Supply Arrangement Authority may verify the Supplier's security clearance with the Canadian and International Industrial Security Directorate (CIISD), PWGSC at any time during the life of the Supply Arrangement.

    Security Requirement for Canadian Supplier:
    PWGSC FILE # E60ZH-070002SRCL2

    1. The Supplier must, at all times during the performance of the Supply Arrangement hold a valid Facility Security Clearance at the level of SECRET issued by the Canadian Industrial Security Directorate (CISD), Public Works and Government Services Canada (PWGSC).
    2. The Supplier personnel requiring access to PROTECTED/CLASSIFIED information, assets or sensitive work site(s) must EACH hold a valid RELIABILITY or SECRET, granted or approved by CIISD/PWGSC.
    3. The Supplier MUST NOT remove any PROTECTED/CLASSIFIED information or assets from the identified work site(s), and the Contractor/Offeror must ensure that its personnel are made aware of and comply with this restriction.
    4. Subcontracts which contain security requirements are NOT to be awarded without the prior written permission of CIISD/PWGSC.
    5. The Offeror shall comply with the provisions of:
      1. The Security Requirements Check List (SRCL) E60ZH-070002SRCL2, described in Annex "B" to Part II;
      2. The Industrial Security Manual (Latest Edition).

[Note to suppliers: In the case of Joint Ventures or Amalgamations, the highest level of corporate security attainable through CIISD of PWGSC is the lowest level held by any single member of the JV or amalgamation. For example: a Joint Venture with five (5) members is comprised of four members holding a valid Facility Security Clearance (FSC) at the Secret level and one member holding a valid Designated Organization Screening (DOS). The highest corporate security level for which the Joint Venture would be considered under this SA framework would be DOS, until such time as the member holding a valid DOS clearance has requested sponsorship via the Supply Arrangement Authority and obtained a valid FSC at the secret level issued by CIISD.]

II.6 Terms and Conditions of the Supply Arrangement

  1. All clauses and conditions identified in the Supply Arrangement and Resulting Contract(s) by title, number and date are set out in the Standard Acquisition Clauses and Conditions Manual issued by Public works and Government Services Canada (PWGSC). The Manual is available on the PWGSC Website.
  2. Standard Instructions

    2003 (2007-11-30) Standard Instructions - Goods or Services, apply to the Bid Solicitation process.

II.7 Priority of Documents

  1. The documents specified below form part of and are incorporated into the Supply Arrangement. If there is a discrepancy between the wording of any documents that appear on the list, the wording of the document that first appears shall prevail over the wording of any document that subsequently appears on the list.
    1. These articles of agreement of this Supply Arrangement;
    2. Annexes A, B, C, D, E, F, in that order;
    3. Request for Supply Arrangement Number E60ZH-070002/C; and
    4. The Supplier's Arrangement dated ____________________, as clarified by _______________.

II.8 Authorities For Canada

  1. Contracting Authority: The Contracting Authority permitted to requisition services in accordance with this Supply Arrangement under any TEMS SA Bid Solicitation and resulting Contract will be either the PWGSC Procurement Representative (a designated individual PWGSC supply officer, authorized to act on behalf of a Client) or will be the Client'sDesignated User. For Tier 1 requirements managed by the Client, the Contracting Authority in any resulting Contract document will be the Designated User. For Tier 1 or 2 requirements managed by PWGSC on behalf of the Client, the Designated User will be referred to as the "Project Authority" in the resulting Contract document, and the PWGSC Procurement Representative will be the Contracting Authority.
  2. All matters pertaining to the administration of, amendments to or changes in the terms of the Contract will be referred to the Contracting Authority. Any changes to the requirement during the life of the Contract must be authorized, in writing, by the Contracting Authority. No work is to be performed in excess of or outside the scope of this requirement based on instruction from any government personnel other than the Contracting Authority.
  3. PWGSC Procurement Representative: An individual PWGSC supply officer, authorized to act on behalf of a Client to contract services in accordance with the provisions of this Supply Arrangement. For any Tier 1 and Tier 2 requirements managed by PWGSC, this individual will be referred to as the "Contracting Authority" in any resulting Contract document.
  4. Supply Arrangement Authority: The Supply Arrangement Authority identified below, or an authorized representative, is responsible for all matters pertaining to the administration of this Supply Arrangement by Canada which include: authorization of any changes to this Supply Arrangement, interpretation of the provisions of this Supply Arrangement as they apply to contracts issued under the Supply Arrangement framework, the issuance of all notices that relate to this Supply Arrangement and other related duties pertaining to this Supply Arrangement. Any changes to the Supply Arrangement must be authorized in writing by the Supply Arrangement Authority.

    Name: Matthew Henry
    Telephone: 819-956-1149
    Facsimile: 819-956-1142
    Address: Place du Portage, Phase III, 10C1
    11 Laurier Street, Gatineau, Quebec, K1A 0S5
    Email: RCN.AASTIE-NCRTEMSSA@pwgsc-tpsgc.gc.ca

  5. The Supplier agrees not to accept Contracts to perform work in excess of or outside the scope of this Supply Arrangement without specific written authorization from the Supply Arrangement Authority, for any matter relating to the Supply Arrangement. The Supplier acknowledges that the Clients are without authority to vary or amend the terms or the scope of this Supply Arrangement.

II.9 Supplier's Representative(s)

  1. The Supplier has identified the following individual as its representative with the authority to bind the Supplier. It is the Supplier's responsibility to ensure that the information related to the Supplier Representative is correct and to inform the SA Authority of any change to it.
    • Name: [TBD]
    • Title: [TBD]
    • Telephone: (xxx) xxx-xxxx
    • Facsimile: (xxx) xxx-xxxx
    • Email: [TBD]
  2. The Supplier has identified the following individual as its representative for administrative matters relating to the SA.
    • Name: [TBD]
    • Title: [TBD]
    • Telephone: (xxx) xxx-xxxx
    • Facsimile: (xxx) xxx-xxxx
    • Email: [TBD]

II.10 Notices

  1. Under this Supply Arrangement, where the Supplier is required to provide notice to Canada or the Minister, such notice will be provided in writing to the Supply Arrangement Authority.
  2. Where Canada or the Minister is required to provide notice to the Supplier, such notice will be provided in writing to the Supplier's representative designated in this Supply Arrangement.

Process for Awarding Contracts Under the Supply Arrangement

II.11 Contracting under this Supply Arrangement

  1. Authorized Contracts under this Supply Arrangement made directly by the client Department within the applicable Contract limitations will be made using PWGSC Form 9200-11. Authorized contracts against this Supply Arrangement made by the Contracting Authority may be made using another contract form. Contracts will be awarded directly to suppliers via e-mail or the GETS until such time as a GoC web-based electronic purchasing tool is available.
  2. Contracts will be awarded to Suppliers only in accordance with II.12(f) "Tier 1 Contract Limitations" and/or II.12(g) "Tier 2 Contract Limitations"
  3. Each requirement results in a separate contract between Canada and the Supplier.
  4. The Supplier acknowledges and agrees that the terms and conditions set out in the Resulting Contract clauses that form part of this Supply Arrangement apply to every Contract made under this Supply Arrangement.

II.12 Contracting Process

  1. Multiple Supply Arrangements: The Supplier acknowledges that multiple Supply Arrangements have been issued for this requirement. Contracts will be allocated among the Suppliers in accordance with the selection methodology described below.
  2. Only Authorized Contracts to be Accepted: The Supplier agrees only to perform individual Contracts made by an authorized representative of Canada pursuant to this Supply Arrangement that do not exceed the applicable Contract Limitations, outlined below. The Supplier acknowledges that any Contracts made by a Client exceeding the applicable Contract Limitation is not permitted under this Supply Arrangement
  3. Division and Consolidation of Requirements: Multiple Contracts will not be issued in order to avoid the Contract Limitations set out in as specified below. The Contracting Authority may consolidate requirements across Designated Users and issue Bid Solicitations and award Contracts on a periodic basis to receive best or better pricing on the Services.
  4. Limitation - Use of Stream 1 - General Administration Services: Individual requirements may not contain more than 50% of services from Stream 1 - General Administration Services with respect to both the number of resources and limitation of expenditure.
  5. Identification of Contract Authorities: Provided a Client has been given the authority by PWGSC to use the SA and has the legal authority to contract, it may choose to permit a Designated User to issue Bid Solicitations and award Contracts under this Supply Arrangement in accordance with the Tier 1 Contract Limitations described below. It is anticipated that the majority of Tier 1 Contracts will be managed by the Client, and in such a circumstance the Technical Authority identified by the Designated User in the Contract will act as the Technical Authority for that Contract. Tier 1 client limits represents the maximum value that MAY be authorized to a client. All Tier 2 Contracts will be managed by PWGSC.
      Requirement Value (GST/HST included) Contracting Authority
    Tier 1 Requirements up to and including $2M Client / PWGSC
    Tier 2 Requirements greater than $2M PWGSC
  6. Tier 1 Contract Limitations: Designated Users may allocate work and award contracts to Suppliers in accordance with the following:
    1. Requirement valued at or below NAFTA threshold: Designated Users may allocate work and award contracts to Suppliers in accordance with the following:
      • As a minimum, three (3) Suppliers will be invited to submit a proposal in response to a TEMS SA Bid Solicitation with a minimum of ten (10) calendar days to submit their proposal. The minimum bidding period may be extended based on the complexity of the Clients requirement.
    2. Requirement valued greater than the NAFTA threshold up to and including $2M: Designated Users may allocate work and award contracts to Suppliers in accordance with the following:
      • As a minimum, all Suppliers will be invited to submit a proposal in response to a TEMS SA Bid Solicitation with a minimum of fifteen (15) calendar days to submit their proposal. The minimum bidding period may be extended based on the complexity of the Clients requirement.
    3. Directed Requirements: Designated Users may award a contract to a Supplier without competition provided that it meets at least one of the four Exceptions to Government Contracting Regulations and meets any internal approvals to the Client and has written approval by the SA Authority.
  7. Tier 2 Contract Limitations: Tier 2 requirements will be managed by a PWGSC Procurement Representative, on behalf of the Client in accordance with the following:
    1. Requirements valued greater than $2M: PWGSC will invite all Suppliers to submit a proposal in response to a TEMS SA Bid Solicitation.
    2. Minimum Bidding Period: As a minimum, each TEMS SA Bid Solicitation issued under this SA framework will provide Suppliers with a minimum of twenty (20) days to submit their proposal. The minimum period to submit a proposal may be extended based on the complexity of the Clients requirement.
    3. Directed Requirements: PWGSC may award a contract to a Supplier without competition provided that it meets at least one of the four Exceptions to Government Contracting Regulations and meets any internal approvals to the Client and has written approval by the SA Authority.
  8. Overview of the Bid Solicitation Process: The following process will be followed under the Supply Arrangement framework:
    1. Bid Solicitation: Using the resulting TEMS SAs, the Contracting Authority, may issue a Bid Solicitation to the pre-qualified Suppliers to obtain the required TEMS in accordance with this SA.
    2. Bid Solicitation Content: Each TEMS SA Bid Solicitation will describe the client's requirements of a specific project, including the appropriate Stream(s), and award the work by assessing requirements and corporate and/or resource qualifications such as insurance coverage, security level, individual consultant experience. All such requirements will be further described for each individual Bid Solicitation in accordance with this Supply Arrangement.

      Each TEMS SA Bid Solicitation will require the Client to identify the following elements. This list is not exhaustive and may include additional elements not identified below:

      1. The period the Services are required, including any options;
      2. The location where the required Services shall be delivered;
      3. The Statement of Work;
      4. The level of security clearance required to carry out the required Services;
      5. Additional requirements and resource qualifications (i.e., insurance, security, specific category of personnel if required);
      6. Method of selecting the recommended Supplier(s).
    3. Bid Solicitation Issuance:
      1. For all work valued over the NAFTA Threshold, the Contracting Authority will issue all TEMS SA Bid Solicitations via GETS, until such time as the GoC web-based electronic procurement tool becomes available. TEMS SA Bid Solicitations will be issued to the Suppliers selected under items II.12(f) "Tier 1 Contract Limitations" and II.12(g) "Tier 2 Contract Limitations" above. These TEMS SA Bid Solicitations will require the Contracting Authority to publish a notice via GETS, to advise all qualified Suppliers of the requirement and the Suppliers invited to bid.
      2. For all work valued under the NAFTA Threshold, the Contracting Authority may issue the TEMS SA Bid Solicitations via e-mail, or GETS (until such time as the GoC web-based electronic procurement tool becomes available. TEMS SA Bid Solicitations will be issued to the Suppliers selected under items II.12(f) "Tier 1 Contract Limitations" and II.12(g) "Tier 2 Contract Limitations" above. The Contracting Authority may publish a notice via GETS.
    4. Evaluation of Proposals: As part of the selection process Canada will assess the qualifications and experience of the Supplier and/or proposed resources against the requirements set out in the Bid Solicitation. Canada may request proof of successful completion of formal training, as well as reference information. The Contracting Authority reserves the right to request references from a Supplier to conduct a reference check to verify the accuracy of the information provided. Should the reference(s) not confirm the required qualifications of the proposed resource(s) to perform the required services, the Contracting Authority reserves the right to go to the next best proposal in accordance with the applicable method of selection.

      Where the Supplier is requested to provide information regarding qualifications and/or experience of the Supplier and/or its proposed resources, Suppliers should provide complete details as to where, when (month and year) and how (through which activities/responsibilities) the stated qualifications/experience were obtained. Experience gained during formal education will not be considered work experience. All requirements for work experience will be obtained in a legitimate work environment as opposed to an educational setting. Co-op terms are considered work experience provided they are related to the required services. The month(s) of experience listed for a project whose time frame overlaps that of another referenced project, will only be counted once.

      Each Bid Solicitation will be assessed in accordance with one or more of the following as part of the Contracting Process:

      1. Mandatory Requirements: At Bid Solicitation closing, the Supplier must comply with all Mandatory Requirements set out in the Bid Solicitation, including the Occupational Minimum Mandatory Qualifications as identified in Annex "B" - Statement of Requirements. Any Bid Solicitation which fails to meet the following Mandatory Requirements will be considered non-responsive and will not be given further consideration. Each requirement should be addressed separately.
      2. Point Rated Evaluation Criteria: Technical proposals which meet all the Mandatory Requirements specified above will be evaluated and scored in accordance with specific point rated evaluation criteria as detailed in the Bid Solicitation.
      3. Financial Proposal: The Supplier must provide a financial proposal in accordance with the Bid Solicitation which will include the initial contract period and any option periods.

        Only proposals that are technically responsive will be considered. A technically responsive proposal is a proposal that

        1. meets the mandatory requirements; or
        2. meets the mandatory requirements and obtains the required minimum points specified in the Bid Solicitation for the criteria that are subject to point rating.
    5. Basis of Selection: Suppliers are advised to address each requirement in sufficient depth to permit a complete requisite analysis and assessment by the Contracting Authority. Mandatory criteria will be expressed by using imperative verbs such as "must" and "will". Proposals failing to adequately respond to mandatory criteria will be excluded from further consideration. Only proposals found to meet the mandatory criteria will be assessed for consideration for a Contract. Point rated criteria will be used to establish the minimum requirements (by setting a passing mark) that a proposal must meet to be considered a valid and responsive proposal.

      Requirements issued by Client Departments: the identification of the recommended Supplier will be determined through the proposal of one of the following selection options as identified in the Bid Solicitation:

      Option 1: The lowest priced technically responsive proposal will be recommended for a Contract, or

      Option 2: The lowest-priced technically responsive proposal that obtains a specified minimum overall pass mark for proposed personnel experience set between 50% and 80%, and in addition may have to obtain:

      1. a minimum pass mark for identified technical criteria set between 50% and 80% and/or
      2. a minimum pass mark for identified group of criteria set between 50% and 80%.

        will be recommended for award of a contract.

        Where two or more responses achieve the identical lowest price, the response with the highest technical score will be recommended for award of a contract, or

      Option 3: The technically responsive proposal that obtains a specified minimum overall pass mark for proposed personnel experience set between 50% and 80%, and in addition may have to obtain:

      1. a minimum pass mark for identified technical criteria set between 50% and 80% and/or
      2. a minimum pass mark for identified group of criteria between 50% and 80%.

        and has the lowest price per rated point will be recommended for award of a contract.

        Where two or more responses achieve the identical lowest price per rated point, the response with the lowest total price will be recommended for award of a contract, or

      Requirements issued by PWGSC: the identification of the recommended Supplier will be determined by either using one of the options identified above or by another method as identified in the Bid Solicitation.

      Price Per Rated Point: The price per rated point will be determined by dividing the Total Estimated Cost (Including Option Periods) by the Total Points Achieved.

    6. Supplier Certification: By submitting a proposal in response to a TEMS SA Bid Solicitation, the Supplier certifies and warrants each of the following:
      1. Should the Supplier be awarded a contract under any TEMS SA Bid Solicitation, the persons proposed will be available to commence performance of the work within a reasonable time from the start date of the contract, or within ten (10) working days.
      2. If the Supplier has proposed any person in fulfillment of the requirement who is not an employee of the Supplier, the Supplier certifies that it has written permission from such person or the employer of such person to propose the services of such person in relation to the work to be performed in fulfillment of the requirement and to submit such person's résumé to the Contracting Authority. As well, the Supplier certifies that the proposed person is aware that overtime may be required and is willing to comply. During the proposal evaluation, the Supplier must upon the request of the Contracting Authority provide a copy of such written permission, in relation to any or all non-employees proposed. If the Supplier fails to comply with such a request, its proposal will be considered non-compliant.
      3. All of the resources proposed must meet the minimum experience requirements detailed in the Supply Arrangement for the category of personnel for which they are being proposed. The Supplier acknowledges that Canada reserves the right to verify this certification prior to and contract award and that untrue statements may result in the proposal being declared non-compliant or any other action which the Minister may consider appropriate.
      4. The Supplier warrants that clarifications will be made available upon request within two (2) working days of a request by Canada or such longer period as is specified in writing. If the Supplier does not provide any required information within the time limit requested, its proposal will be considered non-responsive and will receive no further consideration.
    7. Supplier Acknowledgment: By submitting and signing a proposal in response to a TEMS SA Bid Solicitation, the Supplier acknowledges each of the following:
      1. The Contracting Authority has the right but is not obliged to perform any of the following: i) seek clarification or verify any or all information provided by the Supplier with respect to the TEMS SA Bid Solicitation; ii) contact any or all of the references supplied and to interview, at the sole cost of the Supplier, the Supplier and/or any or all of the personnel proposed by the Supplier to fulfill the requirement on two (2) working days notice or such longer period as is specified in writing, to verify and validate any information or data submitted by the Supplier.
      2. Canada will not delay the award of any contract to allow Supplier to obtain the required security clearance. It is the responsibility of Supplier to ensure that the information required concerning the security clearance is provided on time. Suppliers should indicate in their proposal if they meet all the security requirements, and the status of their application for security clearance. Suppliers are advised to initiate the security clearance process as soon as possible with the Canadian Industrial Security Directorate (CISD) of Public Works and Government Services Canada (PWGSC) if they do not currently meet the security requirement specified herein. For any inquiries, Suppliers should contact CIISD at 1-866-368-4646, or (613) 948-4176 in the National Capital Region. For personnel security clearance obtained under another entity or with a Federal Government Department other than PWGSC, Suppliers should contact the CISD security officer as soon as possible to be guided through the process of completing any paperwork required to request a transfer, or a duplicate of the security clearance or a new application for security clearance as appropriate.
    8. Issuance of Contracts: In accordance with the method of selection stated in the TEMS SA Bid Solicitation, a contract will be issued by the Contracting Authority to authorize the Supplier to proceed with the Work. The Supplier will not undertake any of the specified Work unless and until a Contract is authorized by the Contracting Authority. It is understood and agreed that the Supplier will not commence any Work until authorized by the Contracting Authority.

II.13 Use of Electronic Purchasing Tool

  1. During the Supply Arrangement Period, PWGSC may begin using an electronic procurement tool in addition to or instead of form DSS-MAS 9200-11 (or another TEMS SA Authority approved form) and the approved TEMS SA Bid Solicitation Template. PWGSC reserves the right to make the use of the new electronic procurement tool mandatory or optional for Suppliers. For all purchases for which the use of any such electronic procurement tool is mandatory, Suppliers who choose not to propose their Supply Arrangement services through the electronic tool will no longer receive Contracts.
  2. PWGSC agrees to provide the Supplier with no less than three (3) months' notice regarding the requirements related to any electronic procurement tool prior to making use of the tool mandatory for any Contracts.

II.14 Official Languages

  1. Suppliers may respond to individual TEMS SA Bid Solicitations issued under this SA framework in either Official Language, in accordance with the Official Languages Act and Regulations. 
  2. Individual TEMS SA Bid Solicitations may require that the Services be performed in one or the other of Canada's Official Languages.

Services

II.15 Services

  1. The Services available for purchase under this Supply Arrangement are organized into Streams.
  2. The Streams the Supplier is authorized to supply under this Supply Arrangement are set out in Annex "C" to Part II and are defined under Annex "A" to Part II of the SA. Such Services will be published in a Supply Arrangement Catalogue as set out below.
  3. The SA Authority reserves the right for Canada to create a unique occupational category on a case-by-case basis should a client have a service requirement that falls under one of the streams but for which none of the generic occupational categories are applicable. All Suppliers qualified under the stream of service related to this unique occupational category will be considered as qualified and may be invited to submit a proposal for that unique occupational category.

II.16 Changes to the Supply Arrangement (Evergreen Clause)

  1. From time to time, PWGSC may also amend the terms and conditions of the Supply Arrangement. Any such change will not affect existing contracts in place prior to the date of change. Notification to supplier of such change will be given to suppliers. 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

II.17 Publication of Supply Arrangement Catalogue and Disclosure of Information

  1. In the event of a resultant Supply Arrangement, PWGSC will publish a Supply Arrangement Catalogue. The Supplier agrees to the disclosure of the following information contained in it's Supply Arrangement, either via the PWGSC Standing Offer Index (SOI) and/or PWGSC's electronic procurement tool at such time as it becomes available:
    1. the terms and conditions of the Supply Arrangement;
    2. the Supplier's PBN, Supplier's name, Representative's contact name, address, telephone number, fax number, and the e-mail address;
    3. the level of security clearance, such as SECRET, of the Supplier; and
    4. the Supplier's qualified Streams.
  2. The Supplier further agrees that it will have no right of claim against Her Majesty, the Minister, the Client, their employees, agents or servants, or any of them, in relation to disclosure of the information contained in the Catalogue, and will indemnify Her Majesty, the Minister, the Client, their employees, agents or servants, and any of them, against any action, suit, demand, right or claim asserted by anyone as a result of such disclosure.
  3. Canada will not be liable for any errors, inconsistencies or omissions in any such published information. If the Supplier identifies any errors, inconsistencies or omissions, the Supplier agrees to notify the Supply Arrangement Authority immediately.

Administration of Supply Arrangement

II.18 Supply Arrangement - Evolving Requirement Refresh

The Supplier acknowledges that it is a condition of this Supply Arrangement that:

  1. PWGSC may, at any time, conduct further Requests for Supply Arrangements for New Streams and/or New Categories. Requirements for New Streams will be subject to an open competition posted on GETS.

II.19 Supply Arrangement - Perpetual Refresh

The Supplier acknowledges that it is a condition of this Supply Arrangement that:

  1. A perpetual notice will be posted on GETS for the duration of the Supply Arrangement Period, which will invite additional suppliers to submit arrangements to become pre-qualified suppliers.
  2. Canada has the right to allow new Suppliers to become pre-qualified Suppliers and to be added to the Suppliers list for the provision of Services. No existing pre-qualifed supplier will be removed from the Supplier List as a result of the addition of a new pre-qualified supplier to the Supplier List.
  3. Canada has the right to allow existing Suppliers to submit new proposals to become a pre-qualifed Supplier for any Stream for which they are not already qualified. No existing pre-qualifed supplier will be removed from the Supplier List as a result of the addition of a new pre-qualified supplier to the Supplier List.
  4. Arrangements received as part of the perpetual refresh will be evaluated within a maximum period of three (3) months after the date the arrangement is received.

II.20 Condition to Remain a Qualified Supplier

The Supplier acknowledges that it is a condition of this Supply Arrangement that:

  1. the Supplier (and its members and/or subcontractors, as applicable) must continue to meet all the qualification requirements described in RFSA E60ZH-070002/C while it holds a Supply Arrangement.
  2. the Supplier (and its members and/or subcontractors, as applicable) will not publish or make available any promotional/marketing literature associated in any way with this Supply Arrangement without the prior approval of the SA Authority;
  3. all certifications made in the Supplier's original Proposal be true on the date of this Supply Arrangement and remain true throughout the Supply Arrangement Period. The Supplier acknowledges that Canada is entitled to verify these certifications throughout the Supply Arrangement Period; and
  4. the Supplier must obtain and maintain all permits, licenses and certificates of approval required by any applicable federal, provincial or municipal legislation that are required to perform any resulting Contracts and pay any charges imposed by such legislation or regulations. Upon request, the Supplier must provide a copy of any such permit, license, or certificate to the Contracting Authority.
  5. Canada may verify compliance with these conditions at any time during the Supply Arrangement and failure to meet any of these conditions constitutes grounds for setting aside authority to use this Supply Arrangement.

II.21 On-going Qualification Requirements

  1. The Supplier must immediately notify the SA Authority if it no longer meets any of the mandatory qualification requirements of this Supply Arrangement. 
  2. PWGSC may require a Supplier to confirm its qualification at any time. For example, the SA Authority may require a Supplier to provide evidence that:
    1. the insurance it carries continues to meet the requirements of RFSA E60ZH-070002/C;
    2. it continues to hold the necessary security clearance;
    3. it continues to have the financial capability; or
    4. it continues to have the technical ability and experience required to deliver the Services for which it is qualified; or
    5. the Joint Venture membership remains as stated in the Supply Arrangement
  3. Where the Supplier no longer meets any of the individual requirements for qualification, Canada may, at its option:
    1. withdraw authority to use the Supply Arrangement in its entirety until the Supplier has demonstrated that it meets the requirements in respect of which it has been found deficient, during which time the Supplier will not be eligible for solicitations issued under the Supply Arrangement framework;
    2. cancel the Supply Arrangement in its entirety in which case the Supplier may submit a new proposal at any time since there is a perpetual refresh; or
    3. cancel the Supplier qualification under specific Streams of this Supply Arrangement.

II.22 Withdrawal of Authority to Use Supply Arrangement

  1. Canada may, at any time, for operational reasons, withdraw authority from the Client and/or its Designated Users to use the TEMS series of Supply Arrangements.
  2. Canada may also, at any time, withdraw authority from Client and/or its Designated Users to use this Supply Arrangement if the Supplier breaches the terms of this Supply Arrangement or any Contract awarded as a result of the SA.
  3. Examples of situations which may result in the removal or suspension of a Supplier's Supply Arrangement include:
    1. Late deliveries;
    2. Price revision;
    3. Distribution or publication of advertising, including information included in company websites, which might be interpreted as suggesting that unauthorized services are available under the Supply Arrangement;
    4. Failure to submit complete and accurate Quarterly Usage Reports within the required time frames;
    5. Violation of any of the specific terms and conditions detailed in the Supply Arrangement (e.g. failure to meet the minimum RFSA requirements, failure to respect the Contract limitations, etc.);
    6. Canada has terminated any resulting Contract awarded against the Supply Arrangement framework for default;
    7. Canada has imposed measures on the Supplier under the PWGSC Vendor Performance Policy (or such similar policy as may be in place from time to time);
    8. Canada has documented at least two instances of poor performance under Contracts awarded against the SA framework. An instance of poor performance may include, but is not limited to late or failed delivery of reports or services including the required number of skilled resources, lack of timely notification given to the PWGSC Supply Arrangement Authority of changes in the Supplier's Authorized Representative, insurance coverage or security status, and non-compliance with invoicing procedures.
    9. Canada has documented at least three instances under Contracts awarded against the SA framework where, when called upon to submit resources under a tasking request, and the Supplier did not respond, did not submit the required number of resources, submitted resources that did not meet the requirements of the Contract, or submitted resources at pricing exceeding the amount specified under the Contract.
    10. Canada has documented at least three instances of poor Client Satisfaction by the same Client, or, at least five occasions of poor Client Satisfaction by any Client, for Services provided by the Supplier under Contracts.
    11. Providing information on the Supplier website that conflicts with any aspect of the terms and conditions, pricing, or availability of systems currently listed in this Supply Arrangement.
  4. Clients must complete the Client Satisfaction Form (Annex "E" to Part II) and submit it to the SA Authority when there is an instance of poor Client Satisfaction. Clients may also submit a completed Client Satisfaction form when there is not an instance related to poor Client Satisfaction.
  5. The Supplier acknowledges that Canada may suspend the authority of the Client and/or its Designated Users to use the Supplier's Supply Arrangement for a period of up to three (3) months upon the first suspension.
  6. The Supplier acknowledges that Canada may suspend the authority of the Client and/or its Designated Users to use the Supplier's Supply Arrangement for the remaining period of the Supply Arrangement upon any subsequent breach of any of the terms and conditions of the Supply Arrangement.
  7. Removal or Suspension of a Supplier's Supply Arrangement does not affect the right of Canada to pursue other remedies or measures that may be available.
  8. Removal, Suspension or Cancellation of the Supply Arrangement will not, on its own, affect any Contracts entered into prior to the issuance of such notice.
  9. A suspension will not exceed 12 months.
  10. The Supplier acknowledges that Canada may publish information regarding the status of the Supplier's Proposal, including the removal, suspension or withdrawal of authority to use the Supplier's Supply Arrangement

II.23 Notification of Withdrawal From the Supply Arrangement

  1. If the Supplier wishes to withdraw from this Supply Arrangement in its entirety or from any specific Stream, the Supplier must advise the Supply Arrangement Authority in writing of its desire to be removed from the Supplier list. After receipt of such notice, the Supply Arrangement Authority will remove the Supplier from the Supplier list and the applicable portion or all of the Supply Arrangement (as the case may be) will no longer be valid. The Supplier acknowledges that its withdrawal from the Supply Arrangement will not affect any Contracts entered into under the Supply Arrangement. A withdrawal in whole or in part from the Supply Arrangement will be final.

II.24 Termination of Individual Contracts Awarded Under This Supply Arrangement

  1. If an individual contract made under this Supply Arrangement is terminated for default or otherwise, such termination does not terminate the Supply Arrangement. The Supplier acknowledges, however, that a default under any contract made under this Supply Arrangement may result in the removal or suspension of a Supplier's Supply Arrangement, at the discretion of the Supply Arrangement Authority.

II.25 Reporting Requirements

  1. The Supplier must provide a Quarterly Usage Report (QUR) to the Supply Arrangement Authority on a quarterly basis. These submissions must be made by completing and forwarding an electronic copy of the Quarterly Usage Report (in Excel format) to the Supply Arrangement Authority to the following email address: RCN.AASTIE-NCR.TEMSSA@pwgsc-tpsgc.gc.ca
  2. Each Quarterly Usage Report should be submitted using the electronic template entitled "<SUPPLIER Name> Quarterly Usage Report" (see Annex "D" to Part II for a sample QUR) and should include:
    1. a list of all Contracts issued to the Supplier under each Supply Arrangement, client department and contact name, contract number, start and end dates, Categories of Personnel, Level of Expertise, all-inclusive firm price diem rate, number of days resource billed, direct travel expenses, and dollar value (both including and excluding applicable taxes).
  3. The reports must be submitted to the SA Authority according to the following schedule:
    Quarter Period to be Covered Due on or before
    1st April 1 to June 30 July 10
    2nd July 1 to September 30 October 10
    3rd October 1 to December 31 January 10
    4th January 1 to March 31 April 10
  4. If a Supplier does not receive any Contracts during the period, the Supplier must confirm this (example - submitting a NIL report). The Supplier understands that failure to comply may result in the withdrawal of authority to use the Supply Arrangement.

II.26 Controlled Goods

  1. As the Contract requires production of or access to controlled goods that are subject to the Defence Production Act, R.S. 1985, c.D-1, the Supplier and any subcontractor are advised that, within Canada, only persons who are registered, exempt or excluded under the Controlled Goods Program (CGP) are lawfully entitled to examine, possess or transfer controlled goods. Details on how to register under the CGP are available at the CGP website.
  2. When the Supplier and any subcontractor proposed to examine, possess or transfer controlled goods are not registered, exempt or excluded under the CGP at time of Supply Arrangement Issuance, the Supplier and any subcontractor must, within seven (7) working days from receipt of written notification of the Supply Arrangement Issuance, ensure that the required proposal(s) for registration or exemption are submitted to the CGP. No examination, possession or transfer of controlled goods must be performed until the Supplier has provided proof, satisfactory to the Contracting Authority, that the Supplier and any subcontractor are registered, exempt or excluded under the CGP.
  3. Failure of the Supplier to provide proof, satisfactory to the Contracting Authority, that the Supplier and any subcontractor are registered, exempt or excluded under the CGP, within thirty (30) days from receipt of written notification of Supply Arrangement Issuance, will be considered a default under the Supply Arrangement except to the extent that Canada is responsible for the failure due to delay in processing the proposal.
  4. The Supplier and any subcontractor must maintain registration, exemption or exclusion from the CGP for the duration of the Supply Arrangement and in any event for so long as they will examine, possess or transfer controlled goods.