Part A: Supply Arrangement Clauses

A.1 Nature of Supply Arrangement

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.

A.2 Overview of Supply Arrangement

1. 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 services exclusively throughout using the Supply Arrangement.
   2. A contract for the purchase of services will only exist if there is an authorized contract pursuant to this Supply Arrangement, provided always that such contract is made in accordance with the terms set out in the SA herein, and only to the extent provided in such Contract;
   3. Canada's liability under this Supply Arrangement will be limited to that which arises from any Contract pursuant to the Supply Arrangement.
   4. It may be entitled to be awarded Contracts pursuant to the SA ONLY if it is considered to be an "Active" Supplier for the stream, for which a Contract is being awarded.
   5. Canada may award contracts to more than one Supplier as part of the same procurement action under the SA.
   6. No costs incurred before the receipt of a signed Contract can be charged to this Supply Arrangement or resulting Contract;
   7. 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.

A.3 Supply Arrangement Period

Once SAs have been issued, PWGSC and/or the Designated Users may continue to compete individual solicitation under the SA framework until such time as Canada no longer deems it to be advantageous to do so. Canada may compete requirement between Suppliers for Streams(s) under the THS Supply Arrangement.

The contract period of individual contract(s) may extend beyond the Supply Arrangement period. That is a Contract may be issued 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

A.4 Supplier Specific Information

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

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

A.5 Applicable Laws

The Supply Arrangement and any Contract resulting from the Supply Arrangement must be interpreted and governed by the laws in force in Ontario, Canada.

A.6 Security Requirement

1. The Contractor must hold a valid DOS level (as a minimum, but any other requirements will be specified in the contract), issued by the Canadian Industrial Security Directorate (CISD) of PWGSC.
2. The Contractor's Temp Help Resource and any other proposed individuals requiring access to (to be specified in the contract) information, assets or sensitive work site(s) must EACH hold a valid clearance (to be specified in the contract), granted or approved by the CISD/PWGSC. The Contractor must provide a list of all the individuals (name and date of birth) who will require access to (to be specified in the contract) information, assets or sensitive work sites.
3. Canada will not delay the award of any resultant contract authorization to use a Supply Arrangement to allow bidders time to obtain the required security clearance.

A.7 Terms and Conditions of the Supply Arrangement

Standard Clauses and Conditions

All instructions, general terms, conditions and clauses identified in this document 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). An electronic version of the Manual is available on the PWGSC Website: http://sacc.pwgsc.gc.ca/sacc/index-e.jsp.

General Conditions

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

A.8 Priority of Documents

The documents specified below form part of and are incorporated into the contract and any resulting contracts. If there is a discrepancy between the wording of any documents that appear on the list, the wording of the document that first appears will prevail over the wording of any document that subsequently appears on the list.

1. These articles of the Supply Arrangement;
2. Annex "A" – SA Holder's Qualified Streams, Classifications and Ceiling Hourly Rates
3. Annex "B" – Generic Security Requirements Check List (SRCLs)
4. Annex "C" – Statement of Requirements – Classifications
5. Annex "D" – Protocol and Standards
6. Annex "E" – Basic Standards for Testing the Office Support Classification (Stream 1)
7. the Supplier's proposal, as clarified by PWGSC.

A.9 Authorities For Canada

1. Contracting Authority: The Contracting Authority permitted to requisition services in accordance with the Supply Arrangement under any THS 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's Designated User.

   All matters pertaining to the administration of, amendments to or changes in the terms of the Contract will be referred to the Contracting Authority.

2. Supply Arrangement Authority: The Supply Arrangement Authority identified below, or an authorized representative, is responsible for all matter pertaining to the administration of the Supply Arrangement by Canada which includes: authorization of any change 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 notice that relate to this Supply Arrangement and other related duties pertaining to the Supply Arrangement. Any changes to the Supply Arrangement must be authorized in writing by the Supply Arrangement Authority.

   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 Supplier agrees not to accept Contracts to perform work in excess of or outside the scope of this Supply Arrangement.

3. Identified Users (Designated Users): The Identified Users authorized to issue contracts under the Supply Arrangement 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).

A.10 Supplier's Representative(s)

The Supplier's Authorized Representative as identified in A.4 is designated by the Supplier in the "Offeror/Supplier Profile" information submitted in response to EN578-060502/C. This individual is the central point of contact within the Supplier for all matters pertaining to this Supply Arrangement. 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. The Supplier's Authorized Representative may delegate to another individual to represent the Supplier for administrative and technical purposes under any contract issued pursuant to this Supply Arrangement.

A.11 Notices

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.

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

A.12 Contracting under this Supply Arrangement

Each requirement results in a separate contract between Canada and the Supplier and 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.

A.13 Contracting Process

1. Multiple Supply Arrangement: 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 Contract 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 Limitation set out in as specified below.
4. Identification of Contract Authorities: Provided a client has been given the authority by PWGSC to use the SA, it may choose to permit a Designated User to issue Bid solicitations and award Contract under this Supply Arrangement.
5. Financial Limitation: The total cost to Canada resulting from Contracts against the Supply Arrangements must not exceed $400,000.00 (which includes all subsequent amendments, travel and living expenses, overtime, and Goods and Services Tax or Harmonized Sales Tax). The THS resource must not perform any work or services in response to contracts, which would cause the total cost to Canada to exceed the said sum.
6. Contracts Subject to Time Limitation: No contracts issued under this Supply Arrangement 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 Contracts. On an exception basis only and with the prior approval of PWGSC, Contracts 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 Supplier 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 Supplier 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 Supplier for that resource under the contract for each remaining days of the required notice period set above. No written notification is required if the contract naturally expires.

7. 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 Supply Arrangement method of supply. Any bulk requirement must first be approved by PWGSC before the solicitation process can be initiated by the designated user. PWGSC will review the bid solicitation; make recommendations on the number of suppliers being invited as well as any other necessary recommendations before providing approval.
8. Overview of the Bid Solicitation Process

   The following process will be followed when issuing a Bid solicitation under this Supply Arrangement framework:

   Bid Solicitation: Using the resulting THS SAs, the Contracting Authority may issue a bid solicitation to pre-qualified Suppliers to obtain the required THS services in accordance with this SA. A Model "Request For Services" form is available on the THS website for use by users to request bids from THS suppliers when using the SA as well as the corresponding model Contract to be used with the selected supplier(s). These documents will be updated from time to time via the THS website and the most recent version on the THS website should be used. The Active Suppliers invited will be asked to respond to the bid solicitation. A response may include the resume of the proposed resource(s) along with details demonstrating how the proposed resource meets/exceeds the required experience as well as a proposed hourly rate. The proposed hourly rate may not exceed the Supplier's ceiling hourly rate for that classification and level of expertise. Invited Active Suppliers will be required to respond: by close of business the next business day (5:00 p.m.); 48 hours from date of request; or other (this allows users to specify longer periods).

   Bid Solicitation Content: Designated Users will prepare a BID solicitation package and send it to a minimum of three (3) Active Suppliers for the required classification. The invited Active Suppliers must include the lowest hourly ceiling rate, one (1) Active Supplier selected randomly by the system and at least one (1) Active Supplier chosen by the Designated User.

   Each THS SA bid solicitation will include as a minimum, but not limited to the following information:

   • a description of the services;
   • the period of the required services;
   • the stream, classification and level required;
   • the location where the required Services will be delivered;
   • the level of security clearance required and language requirement to carry out the required Services;
   • the evaluation criteria;
   • the method of selection;

   Bid Solicitation Issuance: The Contracting Authority will issue all THS SA Solicitations via e-mail or FAX (until such time as the GoC web-based electronic procurement tool becomes available). The Contracting Authority may utilize GETS to publish a notice via GETS.

   Evaluation of the Bid: 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:

   • Mandatory requirements: At Bid closing, the Supplier must comply with all Mandatory Requirements set out in the Bid solicitation. Any response which fails to meet the Mandatory Requirements will be declared non-responsive and will not be given further consideration. Each requirement should be addressed separately. The minimum qualifications are those defined for each classification of this SA. Designated users may include additional mandatory evaluation criteria, specific to their requirement, in the bid solicitation.
   • Point rated evaluation Criteria: Point rated criteria may be used to establish the minimum requirements by setting a passing mark that a response must meet to be considered a valid and responsive response. Point rated evaluation criteria are better suited for the Professional Services and certain classifications of the Technical and Operational streams. In these cases, responses that meet all the Mandatory Requirements set out in the bid solicitation will be further evaluated and scored in accordance with specific point rated evaluation criteria as detailed in the Bid solicitation. Any response which fails to meet the passing mark will be declared non-responsive and will not be given further consideration.
   • Financial Proposal: The Supplier must provide a firm hourly rate for the Classification and the Level of Expertise being proposed in accordance with the Request For Services Form. The firm hourly rate must not exceed the Supplier's ceiling hourly rate for that classification and level of expertise.

     Failure to abide with this condition will result in a response being declared non-responsive. Only the Hourly Rates of responses that are technically responsive will be considered.

   Notice: The Designated User must print and include each search and the list of Active Suppliers invited to respond to the Request for Services bid solicitation (i.e. The Bidders' List) on their contracting file. If, after the closing of a bid solicitation, there is no successful bidder, the Designated User may continue to use the search to establish a further group of Active Suppliers who will then be invited to respond.

   Technically Responsive Bid:

   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.
      
      
9. Basis of Selection:

   Each bid solicitation will include one of the following selection methodologies, to be determined by the designated user and clearly identified in the Request for Services bid solicitation.

   1. Lowest-Priced Compliant Response:

      The lowest priced technically compliant response will be recommended for award of the contract - to be used when only mandatory evaluation criteria are used;

      The lowest-priced technically compliant response that achieves the minimum pass mark in the point rated evaluation criteria is recommended for award of the contract.

   2. Best Value:

      Combination of merit and price based on dividing the price by the number of points achieved. The technically compliant response with the lowest price per point score is recommended for award of the contract.

      The technically compliant response that achieves the highest combined rating of technical merit and price, is recommended for award of the contract. To obtain best value for Canada, when using a combined rating, it is suggested that the proportion of merit and price should be 60/40.

      1. Calculation of Technical Merit Score:

         The technical merit score is calculated by prorating the technical score obtained by the proposal against to total possible score of 60.

      2. Calculation of Financial Score:

         The financial score is calculated by awarding full points (40) to the lowest priced responsive proposal and prorating all other responsive proposal financial scores accordingly.

   3. Discontinuation of the Bids solicitation Process:

      Until contract award an Active Supplier may withdraw its bid at any time, in which event the Designated User will no longer consider the Supplier proposal, but may continue to consider all other responses. The Designated User may cancel the bid solicitation process at any time and reissue the same or a similar Bid solicitation process thereafter.

   4. Supplier Certification:

      By submitting a proposal in response to a THS SA bid solicitation, the Supplier certifies and warrants each of the following:

      1. Should the Supplier be awarded a contract under any THS SA Bid Solicitation, the persons proposed will be available to commence performance of the work within 48 hours from the start date of the contract, or an agreed upon period of time.
      2. For any THS Resource the Supplier has proposed in fulfilment of the requirement, 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 fulfilment 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 THS resources 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 classification, and level of expertise for which they are being proposed. The Supplier acknowledges that Canada reserves the right to verify this certification prior to 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.
         
         
   5. Supplier Acknowledgment:

      By submitting and signing a proposal in response to a THS 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 THS SA Bid Solicitation; ii) contact any or all of the references supplied and to interview. Refer to Annex "D" of Part A, "Protocol and Standards" for more information on Interview Cost.
      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 CISD 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.

Services

A.14 Services

1. The Services available for purchase under this SA are organized into five (5) Streams and many Classifications each containing levels of expertise. For the purposes of this Supply Arrangement, only Temporary Help Services (THS) Suppliers declared "Active" in the specified Streams, classifications of Personnel and Level of Expertise may be eligible to compete.

A.15 Changes to the Supply Arrangement (Evergreen Clause)

From time to time, PWGSC may also revise the terms and conditions of the SA. Any such revision will not affect existing contracts in place before prior to the date of revision. Suppliers may withdraw from the SA if they no longer wish to be considered for future contracts awarded pursuant to the SA framework as a result of the revision.

A.16 Publication of Supply Arrangement and Disclosure of Information

1. The Supplier agrees to the disclosure of the following information contained in its 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, 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

A.17 Supply Arrangement - Evolving Requirement Refresh

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

PWGSC may, at any time, conduct further Request for Supply Arrangement for New Streams and/or new Classifications which will be subject to an open competition posted on GETS.

A.18 Supply Arrangement - Yearly 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 bids 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-qualified 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 bids to become a pre-qualified Supplier for any Stream for which they are not already qualified. No existing pre-qualified 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. Bids received as part of the yearly refresh will be evaluated within a maximum period of three (3) months after the date the proposal is received.

A.19 Conditions to Remain a Qualified Supplier

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

1. The Supplier (and its members or subcontractors, as applicable), must continue to meet all the qualification requirements described in RFSA EN578-060502 while it holds a Supply Arrangement;
2. All certifications made in the Supplier's Arrangement 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
3. The Supplier must obtain and maintain all permits, licences 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, licence, or certificate to the SA Authority.
4. 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.

A.20 On-Going Qualification Requirements and Audits

1. The Supplier must immediately notify the SA Authority if it no longer meets any of the mandatory qualification requirements of this SA.
2. PWGSC may require a Supplier to confirm its qualifications at any time. The SA Authority may require Suppliers to provide evidence with respect to any element of the SA, 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 SA.
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 SA 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 contracts awarded pursuant to under the SA;
   2. suspend the Supplier qualification under specific streams of this SA 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 contracts issued under the SA framework for those streams;
   3. cancel the SA in its entirety in which case the Supplier may submit a new arrangement at the time of the yearly refresh; or
   4. cancel the Supplier qualification under specific streams of this SA.

      PWGSC also reserves the right to perform on-site audits of Suppliers with or without prior notice to the Supplier.

4. The Supplier acknowledges that the Supply Arrangement Authority will be entitled to exercise any and all audit and verification rights provided for in the Resulting Contracts issued under this Supply Arrangement.

A.21 Withdrawal of Authority to Use Supply Arrangement

1. Canada may, at any time, for operational reasons, withdraw authority from the Designated User to use the THS series of Supply Arrangements.
2. Canada may also, at any time, withdraw authority from Client/Supplier to use this Supply Arrangement if the Client/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 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 Designated User, 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. Designated Users may complete the Client Satisfaction Form (THS website) and submit it to PWGSC should there be an instance of poor Client Satisfaction.
5. The Supplier acknowledges that Canada may suspend the authority of the Designated User 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.
   1. A suspension will not exceed 12 months.
   2. The Supplier acknowledges that Canada may publish information regarding the status of the Supplier's Arrangement, including the removal, suspension or withdrawal of authority to use the Supplier's Supply Arrangement

A.22 Notification of Withdrawal from the Supply Arrangement

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

A.23 Termination of Individual Contracts Awarded Under this Supply Arrangement

If an individual contract made under this SA is terminated or cancelled, for default or otherwise, such termination does not terminate the SA. The Supplier acknowledges, however, that a default under any contract made under this SA may result in the suspension, withdrawal of authority or cancellation of this SA, at the discretion of the SA Authority.

A.24 Reporting Requirements

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 contracts 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 Supply Arrangement. PWGSC reserves the right to suspend the Supplier's Supply Arrangement without notice, if reports are not submitted on time or are inaccurate or incomplete.