ProServices Supply Arrangement

Overview

ProServices Supply Arrangement (SA) is a federal government-wide mandatory procurement tool for the provision of professional services below the North American Free Trade Agreement (NAFTA) threshold.

On this page

ProServices Supply Arrangement Subheading

The following clauses apply to and form part of any Supply Arrangement resulting from the Request for Supply Arrangement (RFSA). Only suppliers who are qualified and "Active" SA Holders at the time a bid solicitation is issued are eligible to be invited to bid.

A. Supply Arrangement

1. Arrangement (streams and categories)

ProServices is a mandatory method of supply for professional services valued below the North American Free Trade Agreement (NAFTA) threshold. These supply arrangements offers federal departments across Canada the flexibility to either direct a contract to a pre-qualified supplier for requirements below $25,000, or to compete requirements valued below the NAFTA threshold by inviting a minimum of two (2) pre-qualified suppliers.

The Supply Arrangement covers the work described in the ProServices streams and categories as detailed at the following link: ProServices— Streams and categories.

(The requirements for services of each Supplier are a part of each individual Supply Arrangement, attached as Annex A.)

2. Security requirement

2.1 The Supplier must, at all times during the performance of the Supply Arrangement hold a valid Designated Organization Screening (DOS), issued by the Canadian Industrial Security Directorate (CISD), Public Works and Government Services Canada (PWGSC). The Supply Arrangement Authority may verify the Supplier's security clearance with CISD of PWGSC at any time during the period of the Supply Arrangement.

2.2 The Supplier personnel requiring access to sensitive work site(s) must each hold a valid Reliability Status, granted or approved by CISD/PWGSC.

2.3 Subcontracts which contain security requirements are not to be awarded without the prior written permission of CISD/PWGSC.

2.4 The Supplier must comply with the provisions of the:

  1. Security Requirements Check List (SRCL)
  2. Industrial Security Manual (Latest Edition)

2.5 The requirements to be procured under this Supply Arrangement are subject to the requirements in the Security Requirement Check Lists (SRCL's) identified in each individual bid solicitation. Samples of possible SRCL's are accessible through the link Common Centralized Professional Services: Security Requirement Checklists but other SRCL's may be used. Each bid solicitation will identify the SRCL that will apply to any resulting contract.

Note to suppliers: In the case of Joint Ventures (JV), the level of corporate security attainable through CISD of PWGSC for the Joint Venture entity is the level in common that is held by all members of the JV. 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 CISD.

3. Standard clauses and conditions

All clauses and conditions identified in the Supply Arrangement 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.

3.1 General conditions

Archived—2020 (2016-04-04) General conditions—Supply Arrangement—Goods or Services, apply to and form part of the Supply Arrangement.

3.2 Supply Arrangement reporting

The Supplier must compile and maintain records on its provision of goods, services or both to the federal government under contracts resulting from the Supply Arrangement. This data must include all purchases paid for by a Government of Canada Acquisition Card.

The Supplier must provide this data in accordance with the reporting requirements detailed in Quarterly Usage Report Instructions. If no goods or services are provided during a given period, the Supplier must still provide a "NIL"response.

The quarterly reporting periods are defined as follows:

Quarter Period to be covered Due on or before
Q1 April 1 to June 30 July 15
Q2 July 1 to September 30 October 15
Q3 October 1 to December 31 January 15
Q4 January 1 to March 31 April 15

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

4. Term of Supply Arrangement

4.1 Period of Supply Arrangement

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

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

4.2 Request for Supply Arrangement bid solicitations

As part of its continuous effort to make it easier for Suppliers to do business with Canada, through this re-competition, Canada is making Supply Arrangements (SA) valid from date of SA issuance until such time as Canada:

  • chooses to re-compete the SA
  • no longer deems the SAs necessary
  • chooses to proceed with a different procurement vehicle for the requirement if it considers such action appropriate

A permanent notice will be posted on the Government Electronic Tendering Service (GETS) for the duration of the Supply Arrangement (SA) describing this procurement vehicle which will invite additional suppliers to submit bids to become pre-qualified Suppliers and to be issued SAs for the provision of Services.

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

Canada reserves the right to issue Supply Arrangements to bidders who qualify throughout the entire period of the Supply Arrangement.

4.3 Quarterly refreshes

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

FY Quarter: Opening date
(first business day of the month):
Closing date
(last business day of the month):
Estimated award date (subject to change)
Q1 April June End of September
Q2 July September End of December
Q3 October December End of March
Q4 January March End of June

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

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

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

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

5. Authorities

5.1 Supply Arrangement Authority

The Supply Arrangement Authority is:

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

Name:
Natasha Hickey
Position:
Supply Team Leader
Telephone:
613-720-9485
Facsimile:
819-956-8303
Email address:
tpsgc.proservices.pwgsc@tpsgc-pwgsc.gc.ca

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

Upon the issuance of a Request for Proposal (RFP) against the Supply Arrangement by a Client (Federal Department user), that Client's Contracting Authority is responsible for any contractual issues relating to the contract solicited.

5.2 Supplier's representative

The individual that is identified as the Main Supplier Contact in the CPSS ePortal at the time of enrolment is considered the supplier’s representative and is the central point of contact for the Supplier on all matters pertaining to this 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.

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

  • Name
  • Telephone number
  • Email

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

5.3 Supplier's Centralized Professional Services System ePortal information

Suppliers are responsible for the maintenance of their tombstone data in the CPSS ePortal. Suppliers must also safeguard the credentials released to the Main Supplier Contact (MSC) and Supplier's contacts that enable access to the Supplier Module.

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

6. Federal Department users

Subject to signing a Master Level User Agreement, the Federal Department Users (also called Clients or Identified Users) include any government department, agency or Crown Corporation listed in Schedules I, I.1, II, III, IV, and V of the Financial Administration Act, R.S., 1985, c. F-11 and any other party for which the Department of Public Works and Government Services Canada has been authorized to act from time to time under section 16 of the Department of Public Works and Government Services Canada Act.

Canada may, at any time, withdraw authority from any of the Federal Department Users to use the Supply Arrangement.

7. Priority of documents

If there is a discrepancy between the wording of any documents that appear on that 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 below list.

  1. the articles of the Supply Arrangement
  2. the general conditions 2020 (2016-04-04), General Conditions—Supply Arrangement - Goods or Services
  3. Annex A—Streams and Categories (by region/metropolitan area)
  4. the Supplier's proposal received in response to the Request for Supply Arrangement E60ZT-180024

8. Certifications and additional information

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

9. Applicable laws

The Supply Arrangement (SA) and any contract resulting from the SA must be interpreted and governed, and the relations between the parties determined, by the laws in force in Ontario unless otherwise stipulated in the Supplier’s arrangement or resulting contract.

10. Suspension or cancellation of qualification by Canada

In addition to the circumstances identified in General Conditions—Supply Arrangement—Goods or Services 2020 09 (2016-04-04) , Canada may, by sending written notice to the Supplier, suspend or cancel the Supply Arrangement where the Supplier has made public any information that conflicts with the terms, conditions, pricing or availability of systems identified in this Supply Arrangement, or where the Supplier is in default in carrying out any of its obligations under this Supply Arrangement.

11. Aboriginal business certification

Where an Aboriginal Business Certification has been provided, the Supplier warrants that its certification of compliance is accurate and complete and in accordance with the "Requirements for the Set-aside Program for Aboriginal Business" detailed in Annex 9.4 of the Supply Manual.

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

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

12. Comprehensive Land Claims area

The Supply Arrangement is not to be used for deliveries within a Comprehensive Land Claims Area (CLCA). All requirements for delivery within a CLCA are to be processed individually outside of the ProServices method of supply.

13. Environmental considerations

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

  1. Paper consumption
    • Provide and transmit draft reports, final reports, other documents and bids in electronic format. Should printed material be required, double sided printing in black and white format is the default unless otherwise specified by the Federal Department User
    • Printed material is requested on minimum recycled content of 30% and/or certified as originating from a sustainably managed forest
    • Recycle unneeded printed documents (in accordance with Security Requirements)
  2. Travel requirements
    • The Supplier is encouraged to use video and/or teleconferencing where possible to cut down unnecessary travel
    • Use of properties with environmental ratings: Contractors to the Government of Canada may access the Public Works and Government Services Canada Accommodation directory, which includes Eco-Rated properties. When searching for accommodation search for properties with Environmental Ratings, identified by Green Keys or Green Leafs that will honour the pricing for contractors
    • Use of public/green transit where feasible

14. Travel and living

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

15. Regions and metropolitan areas

Definitions of the Remote/Virtual Zone, Regions and Metropolitan Areas are incorporated by reference into this supply arrangement, with the exception that for the purposes of this Supply Arrangement, the remote/virtual access is to be considered as another Region.

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

Regions: Metropolitan areas

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

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

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

B. Bid solicitation

1. Bid solicitation documents

Canada will use the bid solicitation templates for medium complexity requirements; available in the Standard Acquisition clauses and Conditions Manual.

The bid solicitation will contain as a minimum the following:

  1. security requirements
  2. a complete description of the Work to be performed
  3. 2003, Standard Instructions - Goods or Services - Competitive Requirements; or 2004, Standard Instructions - Goods or Services - Non-competitive Requirements
  4. bid preparation instructions
  5. instructions for the submission of bids (address for submission of bids, bid closing date and time)
  6. evaluation procedures and basis of selection
  7. financial capability (if applicable)
  8. certifications, as applicable to the evaluation of resources
  9. conditions of the resulting contract

2. Bid solicitation process—Requirements valued below the North American Free Trade Agreement threshold

2.1 Bids

Bids will be solicited for specific requirements within the scope of the Supply Arrangement from Suppliers who have been issued a Supply Arrangement.

Competitive Requirements: A minimum of two Suppliers must be invited by the client (Federal Department User) to submit a proposal via email by:

  1. selecting by name two Suppliers from the CPSS Client Module search result list
  2. selecting by name one Supplier from the CPSS Client Module and the second Supplier being selected randomly by theCPSSClient Module search result list
  3. not selecting any Supplier by name in which case the CPSS Client Module will select by random two Suppliers that appear on the CPSS search result list

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

The value of any bid, at the time of bid closing, must not exceed the North American Free Trade Agreement threshold (including all taxes, travel and living, amendments, etc.).

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

Direct Requirements: Federal Department Users may enter into a contract with a Supplier appearing in the results from a search conducted by a Client in the CPSS Client Module for contracts valued below $25,000 (including taxes, travel and living, amendments, etc.) where the contracting officer deems it cost effective to do so, as permitted under the Government Contracting Regulations and provided that the Federal Department User meets all required internal approvals specific to their department.

A local office of a pre-qualified Supplier is also part of the search results, with a local office of a Supplier being defined as having at least 1 full time employee working at the location. This employee is not to be a shared resource. Pre-qualified Suppliers with local offices will also be displayed in a search result for a requirement less than $25,000.

2.2 Request to bid by pre-qualified supplier

Should an uninvited pre-qualified ProServices supplier wish to be invited to a ProServices Request for Proposal (RFP) process that is for a requirement valued below the NAFTA threshold but to which another trade agreement applies, it may contact the Contracting Authority to request an invitation at any time prior to the published bid closing date.  An invitation will be sent to the ProServices pre-qualified supplier providing:

  1. that a trade agreement applies to the requirement,
  2. the pre-qualified supplier appears on the Centralized Professional Services System (CPSS) original search filtering result list
  3. if the request to bid does not impede on the efficiency of the procurement process.

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

2.3 Minimum period to submit bid

As part of the harmonized business rules, for competitive contracts valued below the NAFTA threshold, a minimum of five calendar days must be given to the bidders to respond. For direct contracting (contracts valued below $25,000), it is up to the Federal Department User to determine the minimum number of days.

2.4 Identification of contract authorities

Provided a Federal Department User has the legal authority to contract, it may choose to award contracts under this Supply Arrangement below the NAFTA threshold (including taxes, travel and living, amendments, etc.).

C. Resulting contract clauses

1. General

The conditions of any contract awarded under the Supply Arrangement will be in accordance with the resulting contract clauses of the medium complexity template used for the bid solicitation template, which is set out in the Standard Acquisition clauses and Conditions Manual issued by Public Works and Government Services Canada.

2. Security requirement

Clients can view the Security Requirement Checklists (SRCLs) at Common Centralized Professional Services: Security Requirement Checklists.

3. Statement of work

The Work to be performed is detailed under Annex A of the resulting contract clauses.

4. Standard clauses and conditions

All clauses and conditions identified in the Contract by number, date and title are set out in the Standard Acquisition clauses and Conditions Manual issued by Public Works and Government Services Canada.

4.1 General conditions

2010B General conditions—Professional Services (medium complexity), apply to and form part of the contract.

5. Term of contract

5.1 Period of the contract

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

5.2 Option to extend the contract

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

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

6. Authorities

6.1 Contracting Authority

The Contracting Authority for the Contract is:

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

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

6.2 Project Authority

The Project Authority for the Contract is:

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

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

6.3 Contractor's Representative

Complete as applicable

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

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

8. Payment

8.1 Basis of Payment—Firm Price, Firm Unit Price(s) or Firm Lot Price(s) Standard Acquisition clauses and conditions C0207C (2013-04-25)

Option 1

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

Canada will not pay the Contractor for any design changes, modifications or interpretations of the Work, unless they have been approved, in writing, by the Contracting Authority before their incorporation into the Work.

Option 2

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

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

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

or

8.1 Basis of Payment—Limitation of expenditure Standard Acquisition clauses and conditions C0206C (2013-04-25)

Option 1

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

Option 2

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

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

8.2 Limitation of expenditure

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

9. Invoicing instructions

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

10. Certifications—compliance

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

11. Applicable laws

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

12. Priority of documents

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

  1. the Articles of Agreement
  2. the supplemental general conditions (insert number, date and title)
  3. the general conditions (insert number, date and title)
  4. Annex X, Statement of Work
  5. Annex X, Security Requirements Check List (if applicable)
  6. the Contractor's bid dated (insert date of bid)
    (If the bid was clarified or amended, insert at the time of contract award, as clarified on "or", as amended on" and insert date(s) of clarification(s) or amendment(s))

13. Defence contract

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

SACC Manual clause A9006C (insert date) Defence Contract

14. Travel and living

Pre-authorized travel and living expenses

Canada will reimburse the Contractor for its pre-authorized travel and living expenses reasonably and properly incurred in the performance of the Work in accordance with the clause titled "Travel and living" of the Supply Arrangement.

(insert)

Estimated Cost: $  (insert)

15. Limitation of liability—Information management/Information technology

(Applicable to information technology (IT) Requirements only)

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

16. Liability

(Applicable to Non-IT Requirements Only)

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

17. Intellectual property infringement and royalties

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

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

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

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

19. Translation of documentation

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

20. Replacement of specific individuals

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

21. Ownership

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

22. Identification protocol responsibilities

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

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