Part A: Standing Offer Clauses

A.1 Overview of Offer

1. The Offeror offers to fulfill the requirement in accordance with the Statement of Requirements on the THS website. PWGSC may add, remove or modify existing Streams, Classifications at the time of the annual revision. This will be done by revising Statement of Requirements on the THS website.

A.2 Security Requirement

There is a security requirement associated with the requirement. The Offeror must hold as a minimum, a valid Designated Organization Screening (DOS) issued by the Canadian Industrial Security Directorate (CISD), Public Works and Government Services Canada (PWGSC), at the time of Standing Offer issuance.

Security requirement for Designated Organisation Screening (DOS) Level:

1. The Offeror must, at all times during the performance of the Standing Offer, hold a valid Designated Organisation Screening (DOS), issued by the Canadian Industrial Security Directorate (CISD), Public Works and Government Services Canada (PWGSC).
2. The Offeror' personnel requiring access to PROTECTED information, assets or sensitive work site(s) must EACH hold a valid RELIABILITY STATUS, granted or approved by CISD/PWGSC.
3. The Offeror MUST NOT remove any PROTECTED information or assets from the identified work site(s), and the 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 CISD/PWGSC.
5. The Offeror must comply with the provisions of the:
   1. Security Requirements Check List, attached as Annex "B" to this document;
   2. Industrial Security Manual ( Latest Edition ).

Security requirement for Secret Level: This level must be verified with CISD/THS System, before any call-ups being issued to the Supplier.

1. The Offeror must, at all times during the performance of the Standing Offer, 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 Offeror personnel requiring access to CLASSIFIED information, assets or sensitive work site(s) must EACH hold a valid personnel security screening at the level of SECRET, granted or approved by CISD/PWGSC.
3. The Offeror MUST NOT remove any CLASSIFIED information from the identified work site(s), and the 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 CISD/PWGSC.
5. The Offeror must comply with the provisions of the:
   1. Security Requirements Check List, attached in Annex "B" to this document.
   2. Industrial Security Manual (Latest Edition).

A.3 Standard Clauses and Conditions

All clauses and conditions identified in the Standing Offer and resulting contract(s) by number, date and title 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: http://sacc.pwgsc.gc.ca/sacc/index-e.jsp.

A.3.1 General Conditions

2005 (2007-05-25) General Conditions - Standing Offers - Goods or Services, apply to and form part of the Standing Offer.

A.3.2 Standing Offers Reporting

1. The Supplier must provide a utilization report (UR) on a quarterly basis to PWGSC. These submissions must be made by completing and forwarding an electronic copy of the UR in Excel format (which will be provided to you by PWGSC) to the following email address: RCNServicesDaideTemp.NCRTempHelpServices@tpsgc-pwgsc.gc.ca.
2. Each UR should include the total dollar amount invoiced by the Supplier to each Federal Government Department within the applicable quarter, excluding GST. This data must include all purchases ordered or paid for by a Government of Canada Acquisitions Card.

   Quarterly periods are defined as follows:

   Quarterly Report	Covering Period	Due Date
   1st Quarter	April 1 to June 26, 2009	July 20, 2009
   2nd Quarter	June 29 to September 25, 2009	October 19, 2009
   3rd Quarter	September 28 to December 25, 2009	January 18, 2010
   4th Quarter	December 28, to March 26, 2010	April 16, 2010

   The reporting cut-off date for each quarter is the last Friday of the third calendar month of the quarter. Services provided in the period after that day must be included in the next quarter's report. These reports must be completed and forwarded to PWGSC no later than 15 working days after the end of the covering period indicated above.

3. If a Supplier is not awarded any call-ups during the month, the Supplier must confirm this by submitting a NIL report. Failure to submit a NIL report may result in the removal of the Supplier from the Supplier's list.
4. Failure to comply with this requirement may result in the setting aside of authority to utilize the Standing Offer. PWGSC reserves the right to suspend the Supplier's Standing Offer without notice, if reports are not submitted on time or are inaccurate or incomplete.

A.3.3 Audit Rights

The SO Holder acknowledges that the Standing Offer Authority will be entitled to exercise any and all audit and verification rights provided for in the Resulting Call-up Clauses in respect of individual Call-ups or all Call-ups issued under this Standing Offer.

A.3.4 On-Going Qualification Requirements and Audits

1. The SO Holder must immediately notify the Standing Offer Authority if it no longer meets any of the mandatory qualification requirements of this Standing Offer.
2. PWGSC may require a SO Holder to confirm its qualifications at any time. PWGSC also reserves the right to perform on-site audits of SO Holders with or without prior notice to the SO Holder. The SO Authority may require SO Holder to provide evidence with respect to any element of the SO, such as but not limited to:
   1. the insurance it carries continues to meet the requirements;
   2. it continues to hold the necessary security clearance;
   3. it continues to have the financial capability;
   4. it continues to have the technical ability and experience required to deliver the Services for which it is qualified; and
   5. the Joint Venture membership remains as stated in the Standing Offer.
3. Where the SO Holder no longer meets any of the individual requirements for qualification, Canada may, at its option:
   1. suspend the Standing Offer in its entirety until the SO Holder has demonstrated that it meets the requirements in respect of which it has been found deficient, during which time the SO Holder will not be eligible for Call-ups issued under the Standing Offer;
   2. suspend the SO Holder qualification under specific streams of this Standing Offer until the SO Holder has demonstrated that it meets the requirements in respect of which it has been found deficient, during which time the SO Holder will not be eligible for Call-ups issued under the Standing Offer framework for those streams;
   3. set-aside the Standing Offer in its entirety; or
   4. cancel the SO Holder qualification under specific streams of this Standing Offer.

A.4 Period of Standing Offer

The period for making call-ups against the Standing Offer is for a one-year period after the launch of the THS Online System. The Standing Offer will be valid for 1 year, and will be automatically renewed each year until further notice.

General & Interpretation

A.5 SO Holder-Specific Information

Refer to THS Online System for SO Holder-Specific information, which must be updated by the Supplier as required in the THS Online System.

SO Holder's Full Legal Name
SO Holder's Address
SO Holder's Primary Contact
Name, Title of Position
Telephone Number
Mobile Number
Fax Number
E-Mail Address

A.6 Authorities

A.6.1 Standing Offer Authority

The Standing Offer Authority is:

Stephanie Riley
Public Works and Government Services Canada
Acquisitions Branch
11C1 Place du Portage, Phase III
11 Laurier Street, Gatineau, Quebec K1A 0S5
Telephone: 819-956-1678
Facsimile: 819-997-2229
E-mail address: dgasat.acqbths@tpsgc-pwgsc.gc.ca

The Standing Offer Authority is responsible for the establishment of the Standing Offer, its administration and its revision, if applicable.

A.6.2 Project Authority/Contracting Authority for Call-ups

The Project Authority/Contracting Authority of the applicable Client Department will be identified in the call-up against the Standing Offer. Upon the making of a call-up, these authorities will be responsible for any contractual issues relating to individual call-ups made against the Standing Offer by any Designated User.

A.6.3 Offeror Contact

This individual as identified in A.5 is the central point of contact within the SO Holder for all matters pertaining to this Standing Offer. The SO holder confirms that this individual has the authority to bind the SO Holder. It is the SO Holder's sole responsibility to ensure that the information related to the SO Holder Representative is correct and to inform the SO Authority of any change to it.

The SO Holder's Authorized Representative may delegate to another individual to represent the SO Holder for administrative and technical purposes under any contract resulting from this Standing Offer.

A.6.4 Identified Users (Designated Users)

The Identified Users authorized to make call-ups against the Standing Offer include Canadian Government Department, Departmental Corporation or Agency in the National Capital Area, as identified in Schedules I, I.1, II, III, IV or V of the Financial Administration Act (FAA).

Process for Placing Call-ups Under the Standing Offer

A.7 Call-up Procedures

1. The only authorized method of issuing call-ups against this Standing Offer is the "Right of First Refusal" methodology. The designated user sends their request to the lowest "Active SO Holder" with their requirements clearly set out and may require that Active Supplier provide a response: by close of business the next business day (5:00 p.m.); or, 48 hours from date of request; or Other (this allows users to specify longer periods). Responses by close of business next business day will be the normal minimum response time. In exceptional cases only, a four hour response time may be allowed. In these cases the designated user will be required to support its decision on file.

   The Active SO Holder must respond by providing a resource that matches the criteria set out in the requirement. If the active SO Holder cannot respond or has no resources available for that specific requirement, then the designated user may request a resource from the next active SO Holder on the list and so on, until a suitable resource has been identified.

   ***View more information on Supplier Selection***

2. Each Call-up results in a separate contract between Canada and the SO Holder.
3. The SO Holder acknowledges that no costs incurred before the receipt of a signed Call-Up can be charged to this Standing Offer or any Call-ups made against it.
4. The SO Holder acknowledges and agrees that the terms and conditions set out in the Resulting Contract Clauses that form part of this Standing Offer apply to every Call-up made under this Standing Offer.
5. Bulk Requirements: Bulk requirements (i.e. Those involving the need for more than 10 resources simultaneously for the same client) can be contracted using the Standing Offer method of supply. Any bulk requirement must first be approved by PWGSC before the process can be initiated by the designated user.

A.8 Call-up Instrument

The work will be authorized or confirmed by the Designated User(s) authorized to use the THS Online System.

A.9 Limitation of Call-ups

Individual call-ups against the Standing Offer must not exceed $400,000.00 (Travel expenses, Goods and Services Tax or Harmonized Sales Tax, overtime and all subsequent amendments included).

A.10 Financial Limitation

The total cost to Canada resulting from call-ups against the Standing Offer must not exceed the sum of $400,000.00 (Travel expenses, Goods and Services Tax or Harmonized Sales Tax, overtime and all subsequent amendments included). The SO Holder must not perform any work or services or supply any articles in response to call-ups which would cause the total cost to Canada to exceed the said sum.

A.11 Call-up Subject to Time Limitation

No individual Call-up made against this Standing Offer can exceed forty-eight (48) consecutive weeks, including all absences, and all subsequent amendments. The forty-eight consecutive weeks also applies to part-time temporary help resources, from the start date of the Call-up.

On an exception basis only and with the prior approval of PWGSC, call-ups may be extended beyond the 48 consecutive weeks for an additional 24 consecutive weeks. This request for the 24 week extension must be sent to the following address: DGASAT.ACQBTHS@tpsgc-pwgsc.gc.ca and must be fully justified and documented in the Federal Department User's file. This will also be documented on a file at PWGSC.

The following text was added as per amendment #01 on November 6th, 2009:
When a federal department user intends to terminate a contract for a temporary resource in advance of the contract's expiry date and the resource has been on continuous assignment for 3 to 12 months, the federal department user must provide the Offeror with a minimum of 1 week written notification. In the case of a resource who has been on a continuous assignment for over 12 months but less than 72 weeks (the THS ultimate limit), the federal department user must provide the Offeror with a minimum of 2 weeks written notice. If the required notification is not provided or provided for a lesser period, the federal department user will pay a fee based on 7.5 hours per day at the rate charged by the Offeror for that resource under the contract for each remaining days of the required notice period set above. No written notification is required if the call-up naturally expires.

A.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 call up against the Standing Offer, including any annexes;
2. the articles of the Standing Offer;
3. the general conditions 2005 (2007-05-25), General Conditions - Standing Offers – Goods or Services
4. Annex "A" – SO Holder's Qualified Streams, Classifications and Ceiling Hourly Rates
5. Annex "B" – Generic Security Requirements Check List (SRCLs)
6. Annex "C" – Statement of Requirements - Classifications
7. Annex "D" – Protocol and Standards
8. Annex "E" – Basic Standards for Testing the Office Support Classification (Stream 1)
9. The Offeror's offer, as clarified by PWGSC.

A.13 Certifications

A.13.1 Compliance

Compliance with the Certifications provided by the Offeror is a condition of authorization of the Standing Offer and subject to verification by Canada during the entire period of the Standing Offer and of any resulting contract that would continue beyond the period of the Standing Offer. In the event that the Offeror does not comply with any certification or that it is determined that any certification made by the Offeror in its offer is untrue, whether made knowingly or unknowingly, the Standing Offer Authority has the right to terminate any resulting contract for default and set aside the Standing Offer.

1. SACC Manual Clauses

   M9030C (2007-11-30) Aboriginal Business Certification
   M4100C (2006-08-15) Canadian Content Certification

A.14 Applicable Laws

The Standing Offer and any contract resulting from the Standing Offer must be interpreted and governed by the laws in force in Ontario, Canada.