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Supply Arrangement for Task-Based Professional Services

Part C: Resulting Contract Clauses

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Resulting contract clauses

All clauses and conditions identified 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).

A model Request For Proposals (RFP) and resulting contract clauses document is available for use for Identified Users of the Task and Solutions Professional Services (TSPS) Supply Arrangement (SA). Individual resulting contract clauses may be modified to suit individual Client requirements, however the conditions of any contract awarded under the TSPS task-based SA will be in accordance with the following:

1. General conditions—Higher complexity—Services

The conditions of any contract awarded under this Supply Arrangement will be in accordance with: 2035 (Client enters date) General Conditions - Higher Complexity – Services, with the following replacements:

Section 08 – Replacement of Specific Individuals, of 2035 (Client enters date) General Conditions – Higher Complexity – Services is deleted and replaced with the following:

  1. if the Contractor is unable to provide the services of any specific individual identified in the Contract to perform the services, the Contractor must within five working days of the individual’s departure or failure to commence Work (or, if Canada has requested the replacement, within ten working days of Canada’s notice of the requirement for a replacement) provide to the Contracting Authority:
    1. the name, qualifications and experience of a proposed replacement immediately available for Work; and
    2. security information on the proposed replacement as specified by Canada, if applicable.

    Any assessment of the information provided will occur as per 2 (b) below.

  2. Subject to an Excusable Delay, where Canada becomes aware that a specific individual identified under the Contract to provide services has not been provided or is not performing, the Contracting Authority may elect to:
    1. exercise Canada's rights or remedies under the Contract or at law, including terminating the Contract for default under Article titled “Default of the Contractor”; or
    2. assess the information provided under 1 (a) and (b) above or, if it has not yet been provided, require the Contractor propose a replacement to be rated by the Technical Authority. The replacement must have qualifications and experience that meet or exceed those obtained for the original resource and be acceptable to Canada.   Upon assessment of the replacement, Canada may accept the replacement, exercise the rights in 2 (a) above, or require the Contractor to propose another replacement within five working days’ notice.  
  3. Where an Excusable Delay applies, Canada may require 2 (b) above instead of terminating under the “Excusable Delay” Article. An Excusable Delay does not include resource unavailability due to allocation of the resource to another Contract or project (including those for the Crown) being performed by the Contractor or any of its affiliates.
  4. The Contractor must not, in any event, allow performance of the Work by unauthorized replacement persons. The Contracting Authority may order that a resource stop performing the Work. In such a case, the Contractor must immediately comply with the order. The fact that the Contracting Authority does not order that a resource stop performing the Work does not relieve the Contractor from its responsibility to meet the requirements of the Contract.
  5. The obligations in this article apply despite any changes that Canada may have made to the Client's operating environment.

Section 17 - Interest on Overdue Accounts, of 2035 (Client enters date) General Conditions - Higher Complexity - Services - will not apply to payments made by credit cards.

With respect to Section 30 - Termination for Convenience, of 2035 (Client enters date) General Conditions - Higher Complexity - Services, Subsection 04 is deleted and replaced with the following Subsections 04, 05 and 06:

  1. The total of the amounts, to which the Contractor is entitled to be paid under this section, together with any amounts paid, due or becoming due to the Contractor must not exceed the Contract
  2. Where the Contracting Authority terminates the entire Contract and the Articles of Agreement include a Minimum Work Guarantee, the total amount to be paid to the Contractor under the Contract will not exceed the greater of:
    1. the total amount the Contractor may be paid under this section, together with any amounts paid, becoming due other than payable under the Minimum Revenue Guarantee, or due to the Contractor as of the date of termination; or
    2. the amount payable under the Minimum Work Guarantee, less any amounts paid, due or otherwise becoming due to the Contractor as of the date of termination.
  3. The Contractor will have no claim for damages, compensation, loss of profit, allowance arising out of any termination notice given by Canada under this section except to the extent that this section expressly provides. The Contractor agrees to repay immediately to Canada the portion of any advance payment that is unliquidated at the date of the termination.

2. Professional Services

  1. The Contractor must provide professional services on request as specified in this Contract. All resources provided by the Contractor must meet the qualifications described in the Contract (including those relating to previous experience, professional designation, education, language proficiency and security clearance) and must be competent to provide the required services by any delivery dates described in the Contract.
  2. If the Contractor fails to deliver any deliverable or complete any task described in the Contract on time, in addition to any other rights or remedies available to Canada under the Contract the law, Canada may notify the Contractor of the deficiency, in which case the Contractor must submit a written plan to the Technical Authority within ten working days detailing the actions that the Contractor will undertake to remedy the deficiency. The Contractor must prepare and implement the plan at its own expense.

3. Reorganization of Client

The Contractor’s obligation to perform the Work will not be affected by (and no additional fees will be payable as a result of) the renaming, reorganization, reconfiguration, or restructuring of any Client. The reorganization, reconfiguration and restructuring of the Client includes the privatization of the Client, its merger with another entity, or its dissolution, where that dissolution is followed by the creation of another entity or entities with mandates similar to the original Client. In connection with any form of reorganization, Canada may designate another department or government body as the Contracting Authority or Technical Authority, as required to reflect the new roles and responsibilities associated with the reorganization.

4. 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.

5. Time Verification

Time charged and the accuracy of the Contractor’s time recording system are subject to verification by Canada, before or after payment is made to the Contractor.  If verification is done after payment, the Contractor must repay any overpayment, at Canada’s request.

6. Joint Venture Contractor

The Contractor confirms that the name of the joint venture is ___________________ and that it is comprised of the following members: (list all the joint venture members named in the Contractor’s bid).

With respect to the relationship among the members of the joint venture Contractor, each member agree, represents and warrants (as applicable) that:

  1. ___________________ has been appointed as the “representative member” of the joint venture Contractor and has full authority to act as agent for each member regarding all matters relating to the contract;
  2. By giving notice to the representative member, Canada will be considered to have given notice to all the members of the joint venture Contractor; and
  3. All payments made by Canada to the representative member will act as a release by all the members.

All the members agree that Canada may terminate the contract in its discretion if there is a dispute among the members that, in Canada’s opinion, affects the performance of the work in any way.

All the members are jointly and severally or solidarily liable for the performance of the entire contract.

The Contractor acknowledges that any change in the membership of the joint venture (i.e. a change in the number of members or the substitution of another legal entity for an existing member) constitutes an assignment and is subject of the assignment provisions of the General Conditions.

Note to Supplier:  this article will be deleted if the supplier awarded the contract is not a joint venture.  If the supplier is a joint venture this clause will be completed with the data provided in its bid.

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