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Standing Offer for Task-Based Professional Services

Part "C" Resulting Call-up Clauses

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Table of Contents

  1. Requirement
  2. Task Authorizations (will apply if stipulated in the Availability Confirmation Form)
  3. General Terms and Conditions
  4. Security Requirement
  5. Term of Call-up
  6. Proactive Disclosure of Contracts With Former Public Servants
  7. Authorities
  8. Payment
  9. Reorganization of Client
  10. No Responsibility to Pay for Work not performed due to Closure of Government Offices
  11. Invoicing Instructions
  12. Certifications
  13. Applicable Laws
  14. Insurance Requirement
  15. Joint Venture Supplier
  16. Standard Acquisition Clauses and Conditions Manual Clauses
  17. Professional Services
  18. Supplier Furnished
  19. Timely Problem Identification
  20. Representations and Warranties
  21. Access to Canada’s Property and Facilities
  22. Transition Period
  23. Identification Protocol Responsibilities

The following clauses and conditions apply to and form part of any Call-up against the Standing Offer (SO).

1. Requirement

The Supplier must perform the work described in the Call-up, including the Statement of Work, against the SO. This includes providing professional services as and when requested by Canada to one or more locations to be designated by Canada, excluding locations in areas subject to any of the Comprehensive Land Claims Agreements.

2. Task Authorizations (will apply if stipulated in the Availability Confirmation Form)

2.1 As and When Requested Task Authorizations:

The Work or a portion of the Work to be performed under the Call-up will be on an “as and when requested basis” using a Task Authorization (TA). The Work described in the TA must be in accordance with the scope of the Call-up. The Supplier must not commence work until a validly issued TA has been issued by Canada and received by the Supplier. The Supplier acknowledges that any work performed before such issuance and receipt will be done at the Supplier’s own risk.

2.2 Form and Content of Task Authorization

  1. The Technical Authority will provide the Supplier with a description of the task in a draft Task Authorization using the PWGSC-TPSGC 572 Task Authorization Form or DND 626 Task Authorization Form.
  2. The draft Task Authorization will contain the details of the activities to be performed, and must also contain the following information, if applicable:
    1. the task number;
    2. The date by which the Supplier’s response must be received (which will appear in the draft Task Authorization, but not the issued Task Authorization);
    3. the details of any financial coding to be used;
    4. the categories and the number of resources required;
    5. a description of the work for the task outlining the activities to be performed and identifying any deliverables (such as reports);
    6. the start and completion dates;
    7. milestone dates for deliverables and payments (if applicable);
    8. the level of effort required;
    9. whether the work requires on-site activities and the location;
    10. the language profile of the resource(s) required;
    11. the level of security clearance required of resource(s);
    12. the price payable to the Supplier for performing the task, with an indication of whether it is a firm price or a maximum TA price (and, for maximum price task authorizations, the TA must indicate how the final amount payable will be determined; where the TA does not indicate how the final amount payable will be determined, the amount payable is the amount, up to the maximum, that the Supplier demonstrates was actually worked on the project, by submitting time sheets filled in at the time of the work by the individual resources to support the charges); and
    13. any other constraints that might affect the completion of the task.

2.3 Supplier’s Response to Draft Task Authorization:

Within the number of working days specified in the draft TA the Supplier must provide to the Technical Authority the proposed total price for performing the task and a breakdown of that cost, established in accordance with the Basis of Payment specified in the Call-up. The Supplier’s quotation must be based on the rates set out in the Call-up. The Supplier will not be paid for preparing or providing its response or for providing other information required to prepare and validly issue the TA.

2.4 Task Authorization Limit and Authorities for Validly Issuing Task Authorizations

To be validly issued, the initial Call-up plus the cumulative value of all TAs must not exceed the Call-up limitation as set out in Part B, Paragraph 1.8 “Limitation of Call-ups”, of the SO Clauses and Conditions.

Any TA that does not bear the appropriate signature(s) is not validly issued by Canada. Any work performed by the Supplier without receiving a validly issued TA is done at the Supplier’s own risk. If the Supplier receives a TA that is not appropriately signed, the Supplier must notify the Contracting Authority. By providing written notice to the Supplier, the Contracting Authority may suspend the Technical Authority’s ability to issue TAs at any time, or reduce the dollar value threshold. Any suspension or reduction notice is effective upon receipt.

2.5 Consolidation of TAs for Administrative Purposes

The Call-up may be amended from time to time to reflect all validly issued Task Authorizations to date, to document the Work performed under those TAs for administrative purposes.

2.6 Minimum Work Guarantee

2.6.1 In this clause,

  1. Maximum Call-up Value” means the amount specified in the "Limitation of Expenditure" clause set out in the Call-up (excluding applicable taxes); and
  2. Minimum Call-up Value” means 5% of the Maximum Call-up Value on the date the Call-up is first issued.

2.6.2 Canada's obligation under the Call-up is to request Work in the amount of the Minimum Call-up Value or, at Canada's option, to pay the Supplier at the end of the Call-up in accordance with paragraph 2.6.3, subject to sub-article 2.6.4. In consideration of such obligation, the Supplier agrees to stand in readiness throughout the Call-up Period to perform the Work described in the Call-up. Canada's maximum liability for work performed under the Call-up must not exceed the Maximum Call-up Value, unless an increase is authorized in writing by the Contracting Authority.

2.6.3 In the event that Canada does not request work in the amount of the Minimum Call-up Value during the Call-up Period, Canada must pay the Supplier the difference between the Minimum Call-up Value and the total cost of the Work requested.

2.6.4 Canada will have no obligation to the Supplier under this article if Canada terminates the entire Call-up

  1. for default;
  2. for convenience as a result of any decision or recommendation of a tribunal or court that the Call-up be cancelled, re-tendered or awarded to another Supplier; or
  3. for convenience within 20 working days of Call-up award.

3. Standard Clauses and Conditions

All clauses and conditions identified in the Call-up by number, date and title are set out in the Standard Acquisition Clauses and Conditions Manual issued by PWGSC.

3.1 General Terms and Conditions

2035 (2016-04-04) General Conditions - Higher Complexity – Services, apply to and form part of the Call-up.

Article 08 – Replacement of Specific Individuals is deleted and replaced with 17.2 (c) (i) below.

Article 17 Interest on Overdue Accounts will not apply to payments made by credit cards.

With respect to Article 30 - Termination for Convenience, of General Conditions 2035, Subsection 04 is deleted and replaced with the following Subsections 04, 05 and 06:

  1. The total of the amounts, to which the Supplier is entitled to be paid under this section, together with any amounts paid, due or becoming due to the Supplier must not exceed the Call-up
  2. Where the Contracting Authority terminates the entire Call-up and the Articles of Agreement include a Minimum Work Guarantee, the total amount to be paid to the Supplier under the Call-up will not exceed the greater of:
    1. the total amount the Supplier 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 Supplier 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 Supplier 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 Supplier agrees to repay immediately to Canada the portion of any advance payment that is unliquidated at the date of the termination.

3.2 Standard Acquisition Clauses and Conditions Manual Clauses:

K3002C (2008-05-12) - General Conditions – Modifications - Contractor to own IP: No Explicit License Rights for Canada

K3030C (2010-01-11) - General Conditions – Modifications - License to Material Subject to Copyright

4. Security Requirement

The Security Requirement (Security Requirements Checklist (SRCL) and related clauses) applicable to this Call-up is provided as attached at Annex ____________ or is identified in the Availability Confirmation Form (ACF) with the applicable SRCL (as determined by Client/Identified User).

5. Term of Call-up

The Work must be completed in accordance with the Call-up against the SO.

6.  Proactive Disclosure of Contracts With Former Public Servants

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

7. Authorities

7.1 Contracting Authority

The Contracting Authority for the Call-up is:

Name: _____________________

Title: _____________________

Directorate: _____________________

Division: _____________________

Address: _____________________

Telephone: _____________________

Facsimile: _____________________

E-mail address: _____________________

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

7.2 Technical Authority [To be provided at the time of Call-up award]

The Technical Authority for the Call-up is:

Name: _____________________

Title: _____________________

Organization: _____________________

Address: _____________________

Telephone: _____________________

Facsimile: _____________________

E-mail address: _____________________

The Technical Authority is the representative of the department or agency for whom the Work is being carried out under the Call-up and is responsible for all matters concerning the technical content of the Work under the Call-up. Technical matters may be discussed with the Technical Authority; however, the Technical 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 Call-up amendment issued by the Contracting Authority.

7.3 Contractor's Representative [as identified in the Offeror’s Response to the Availability Confirmation Form]

8. Payment

8.1 Basis of Payment

[One or more of the basis of payment options below may apply and will be specified in the ACF]

8.1.1 [Option 1] Professional Services provided under a Task Authorization with a Maximum Price: For professional services requested by Canada, in accordance with a validly issued Task Authorization, Canada will pay the Supplier, in arrears, up to the Maximum Price for the TA, for actual time worked and any resulting deliverables in accordance with the firm all-inclusive per diem rates set out in the Call-up documents, applicable taxes extra. Partial days will be prorated based on actual hours worked based on a 7.5-hour workday.

Estimated Cost: $_______________

8.1.2 [Option 2] Professional Services provided with a Maximum Price: For professional services requested by Canada, Canada will pay the Supplier, in arrears, up to the Maximum Price in the Call-up, for actual time worked and any resulting deliverables in accordance with the firm all-inclusive per diem rates set out in the Call-up documents, applicable taxes extra. Partial days will be prorated based on actual hours worked based on a 7.5-hour workday.

Estimated Cost: $_______________

8.1.3 [Option 3] Professional Services provided under a Task Authorization with a Firm Price: For professional services requested by Canada, in accordance with a validly issued Task Authorization, Canada will pay the Supplier the firm price set out in the Task Authorization (based on the firm, all-inclusive per diem rates set out in the Call-up documents), applicable taxes extra.

Estimated Cost: $_______________

8.1.4 [Option 4] Professional Services provided with a Firm Price: For professional services requested by Canada, Canada will pay the Supplier the firm price set out in the Call-up (based on the firm, all-inclusive per diem rates set out in the Call-up documents), applicable taxes extra.

Estimated Cost: $_______________

8.1.5 [Option 5] Professional Services: For the provision of professional services the Supplier will be paid for actual time worked, in accordance with the firm all-inclusive per diem rates set out in the Call-up documents, applicable taxes extra. Partial days will be prorated based on actual hours worked based on a 7.5-hour workday.

Estimated Cost: $_______________

8.2. [One of the two options below will apply as specified by the Availability Confirmation Form]

[Option 1] Pre-Authorized Travel and Living Expenses: Canada will reimburse the Supplier for its pre-authorized travel and living expenses reasonably and properly incurred in the performance of the Work and in accordance with the clause titled “Travel and Living” of the Standing Offer.

All payments are subject to government audit.

Estimated Cost: $_______________

[Option 2] Pre-Authorized Travel and Living Expenses

Canada will not pay any travel or living expenses associated with performing the Work.

Applicable Taxes:

Estimated Cost: $ ______________

8.3 Additional Charges

The Supplier acknowledges that the Call-up has been awarded as a result of a competed SO. No additional charges will be allowed to compensate for errors, oversights, misconceptions or underestimates made by the Supplier when responding to an ACF for the Call-up.

8.4 Professional Services Rates

If the Supplier does not respond or refuses to provide an individual with the qualifications described in the Call-up within the time described in the Call-up (or proposes instead to provide someone from an alternate category at a different rate), whether or not Canada terminates the Call-up as a whole or in part or chooses to exercise any of the rights provided to it under the general conditions, Canada may impose sanctions or take other measures in accordance with the PWGSC Vendor Performance Corrective Measure Policy (or equivalent) then in effect, which measures may include an assessment that results in conditions applied against the Supplier to be fulfilled before doing further business with Canada, or full debarment of the Supplier from bidding on future requirements.

8.5 Purpose of Estimates

All estimated costs contained in the Call-up are included solely for the administrative purposes of Canada and do not represent a commitment on the part of Canada to purchase goods or services in these amounts. Any commitment to purchase specific amounts or values of goods or services are described elsewhere in the Call-up.

8.6 Limitation of Expenditure

Canada's total liability to the Supplier under the Call-up must not exceed the amount set out on page one of the Call-up, less any applicable taxes. With respect to the amount set out on page one of the Call-up, Customs duties are _____ (As stated in the ACF, either "included", "excluded" or "subject to exemption") and applicable taxes are included. Any commitments to purchase specific amounts or values of goods or services are described elsewhere in the Call-up.

  1. 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 Supplier unless these design changes, modifications or interpretations have been approved, in writing, by the Contracting Authority before their incorporation into the Work. The Supplier must not perform any work or provide any service that would result in Canada’s total liability being exceed before obtaining the written approval of the Contracting Authority. The Supplier must notify the Contracting Authority in writing as to the adequacy of this sum when:
    1. it is 75 percent committed, or
    2. 2 weeks before the Call-up expiry date, or
    3. as soon as the Supplier considers that the Call-up funds provided are inadequate for the completion of the Work, whichever comes first.
  2. If the notification is for inadequate Call-up funds, the Supplier must provide to the Contracting Authority a written estimate for the additional funds required. Providing this information does not increase Canada's liability.

8.7 Method of Payment [One or more of the method of payment options below may apply and will be specified in the Availability Confirmation Form.]

8.7.1 [Option 1] Method of Payment - Single Payment

Canada will pay the Supplier upon completion and delivery of the Work in accordance with the payment provisions of the Call-up if:

  1. an accurate and complete invoice and any other documents required by the Call-up have been submitted in accordance with the invoicing instructions provided in the Call-up;
  2. all such documents have been verified by Canada; and
  3. the Work performed has been accepted by Canada.

8.7.2 [Option 2] Method of Payment - Monthly Payment

Canada will pay the Supplier on a monthly basis for work performed during the month covered by the invoice in accordance with the payment provisions of the Call-up if:

  1. an accurate and complete invoice and any other documents required by the Call-up have been submitted in accordance with the invoicing instructions provided in the Call-up;
  2. all such documents have been verified by Canada; and
  3. the Work performed has been accepted by Canada.

8.7.3 [Option 3] Method of Payment for Task Authorizations with a Maximum Price:

For each Task Authorization validly issued under the Call-up that contains a maximum price:

  1. Canada will pay the Supplier no more frequently than once a month in accordance with the Basis of Payment. The Supplier must submit time sheets for each resource showing the days and hours worked to support the charges claimed in the invoice.
  2. Once Canada has paid the maximum TA price, Canada will not be required to make any further payment, but the Contractor must complete all the Work described in the TA, all of which is required to be performed for the maximum TA price. If the Work described in the TA is completed in less time than anticipated, and the actual time worked (as supported by the time sheets) at the rates set out in the Call-up is less than the maximum TA price, Canada is only required to pay for the time spent performing the work related to that TA.

8.7.4 [Option 4] Method of Payment for Task Authorizations with a Firm Price - Lump Sum Payment on Completion:

  1. Canada will pay the Supplier upon completion and delivery of all the Work associated with the Task Authorization in accordance with the payment provisions of the Call-up if:
  2. an accurate and complete invoice and any other documents required by the Call-up have been submitted in accordance with the invoicing instructions provided in the Call-up;
  3. all such documents have been verified by Canada; and
  4. the Work delivered has been accepted by Canada.

8.8 Time Verification

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

9. Reorganization of Client 

The Supplier’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 (Identified User). 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.

10. No Responsibility to Pay for Work not performed due to Closure of Government Offices

  1. Where the Supplier, its employees, subcontractors, or agents are providing services on government premises under the Call-up 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 Supplier 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 Supplier 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 Supplier for work that otherwise would have been performed if the Supplier had been able to gain access to the premises.

11. Invoicing Instructions

The Supplier must submit invoices in accordance with the section entitled "Invoice Submission" of the General Conditions. Invoices cannot be submitted until all work identified in the invoice is completed.

The Supplier’s invoice must include a separate line item for each subparagraph in the Basis of Payment provision, and must show all applicable TA numbers.

By submitting invoices, the Supplier is certifying that the services have been delivered and that all charges are in accordance with the Basis of Payment provisions of the Call-up, including any charges for work performed by sub-contractors.

The Supplier must provide the original and two copies of each invoice to the Technical Authority, and a copy to the Contracting Authority.

12. Certifications

The continuous compliance with the certifications provided by the Supplier in its bid and the ongoing cooperation in providing additional information are conditions of the Call-up. Certifications are subject to verification by Canada during the entire period of the Call-up. If the Supplier does not comply with any certification, fails to provide the additional information, or if it is determined that any certification made by the Supplier in its bid is untrue, whether made knowingly or unknowingly, Canada has the right, pursuant to the default provision of the Call-up, to terminate the Call-up for default.

13. Applicable Laws

The Call-up 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 Offeror in its bid, if applicable.)

14. Insurance Requirement

14.1 Insurance requirement for all Categories listed in Stream 1, Stream 2, Stream 3, Stream 4 and/or Stream 5 as applicable to the offered services are set out in the SO:

14.1.1 The Supplier is responsible for deciding if insurance coverage is necessary to fulfill its obligation under the Call-up and to ensure compliance with any applicable law. Any insurance acquired or maintained by the Supplier is at its own expense and for its own benefit and protection. It does not release the Supplier from or reduce its liability under the Call-up.

14.2 Insurance requirement for Categories listed under Stream 4 and Stream 5

14.2.1 The Supplier must maintain the following insurance requirements for the duration of the Call-up.  Compliance with the insurance requirements does not release the Supplier from or reduce its liability under the Call-up.

The Supplier is responsible for deciding if additional insurance coverage is necessary to fulfill its obligation under the Call-up and to ensure compliance with any applicable law. Any additional insurance coverage is at the Supplier's expense, and for its own benefit and protection.

The Supplier must forward to the Contracting Authority within ten (10) working days after the date of award of the Call-up, a Certificate of Insurance evidencing the insurance coverage and confirming that the insurance policy complying with the requirements is in force. Coverage must be placed with an Insurer licensed to carry out business in Canada. The Supplier must, if requested by the Contracting Authority, forward to Canada a certified true copy of all applicable insurance policies.

14.2.2 The Supplier must obtain Commercial General Liability Insurance, and maintain it in force throughout the duration of the Call-up, in an amount usual for a Call-up of this nature, but for not less than $2,000,000 per accident or occurrence and in the annual aggregate.

The Commercial General Liability policy must include the following:

  1. Additional Insured: Canada is added as an additional insured, but only with respect to liability arising out of the Supplier's performance of the Call-up. The interest of Canada should read as follows: Canada, as represented by PWGSC.
  2. Bodily Injury and Property Damage to third parties arising out of the operations of the Supplier.
  3. Products and Completed Operations: Coverage for bodily injury or property damage arising out of goods or products manufactured, sold, handled, or distributed by the Supplier and/or arising out of operations that have been completed by the Supplier.
  4. Personal Injury: While not limited to, the coverage must include Violation of Privacy, Libel and Slander, False Arrest, Detention or Imprisonment and Defamation of Character.
  5. Cross Liability/Separation of Insured: Without increasing the limit of liability, the policy must protect all insured parties to the full extent of coverage provided. Further, the policy must apply to each Insured in the same manner and to the same extent as if a separate policy had been issued to each.
  6. Blanket Contractual Liability: The policy must, on a blanket basis or by specific reference to the Call-up, extend to assumed liabilities with respect to contractual provisions.
  7. Employees and, if applicable, Volunteers must be included as Additional Insured.
  8. Employers' Liability (or confirmation that all employees are covered by Worker's compensation (WSIB) or similar program)
  9. Broad Form Property Damage including Completed Operations: Expands the Property Damage coverage to include certain losses that would otherwise be excluded by the standard care, custody or control exclusion found in a standard policy.
  10. Notice of Cancellation: The Insurer will endeavour to provide the Contracting Authority thirty (30) calendar days written notice of policy cancellation.
  11. If the policy is written on a claims-made basis, coverage must be in place for a period of at least 12 months after the completion or termination of the Call-up.
  12. Litigation Rights: Pursuant to subsection 5(d) of the Department of Justice Act, S.C. 1993, c. J-2, s.1, if a suit is instituted for or against Canada which the Insurer would, but for this clause, have the right to pursue or defend on behalf of Canada as an Additional Named Insured under the insurance policy, the Insurer must promptly contact the Attorney General of Canada to agree on the legal strategies by sending a letter, by registered mail or by courier, with an acknowledgement of receipt.

    For the province of Quebec, send to:

    Director Business Law Directorate,
    Quebec Regional Office (Ottawa),
    Department of Justice,
    284 Wellington Street, Room SAT-6042,
    Ottawa, Ontario, K1A 0H8

    For other provinces and territories, send to:

    Senior General Counsel,
    Civil Litigation Section,
    Department of Justice
    234 Wellington Street, East Tower
    Ottawa, Ontario K1A 0H8

A copy of the letter must be sent to the Contracting Authority. Canada reserves the right to co-defend any action brought against Canada. All expenses incurred by Canada to co-defend such actions will be at Canada's expense. If Canada decides to co-defend any action brought against it, and Canada does not agree to a proposed settlement agreed to by the Supplier's insurer and the plaintiff(s) that would result in the settlement or dismissal of the action against Canada, then Canada will be responsible to the Supplier's insurer for any difference between the proposed settlement amount and the amount finally awarded or paid to the plaintiffs (inclusive of costs and interest) on behalf of Canada.

14.2.3 The Supplier must obtain Errors and Omissions Liability (a.k.a. Professional Liability) insurance, and maintain it in force throughout the duration of the Call-up, in an amount usual for a Call-up of this nature but for not less than $1,000,000 per loss and in the annual aggregate, inclusive of defence costs.

If the policy is written on a claims-made basis, coverage must be in place for a period of at least 12 months after the completion or termination of the Call-up.

The following endorsement must be included: Notice of Cancellation: The Insurer will endeavour to provide the Contracting Authority thirty (30) calendar days written notice of cancellation.

15. Joint Venture Supplier

The Supplier 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 Supplier’s Offer).

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

  1. ___________________ has been appointed as the “representative member” of the joint venture Supplier and has full authority to act as agent for each member regarding all matters relating to the Call-up;
  2. By giving notice to the representative member, Canada will be considered to have given notice to all the members of the joint venture Supplier; 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 Call-up 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 Call-up.

The Supplier 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 Offeror: this article will be deleted if the offeror awarded the Call-up is not a joint venture. If the offeror is a joint venture this clause will be completed with the data provided in its ACF Response.

16. Standard Acquisition Clauses and Conditions Manual Clauses

The following clauses set out in the Standard Acquisition Clauses and Conditions (SACC) Manual will form part of the Call-up:

Number Date Description
C0705C 2010-01-11 Discretionary Audit
A9062C 2011-05-16 Canadian Forces Site Regulations
C2000C 2007-11-30 Taxes - Foreign Based Contractors
A9117C 2007-11-30 T1204 - Direct Request
C0711C 2008-05-12 Time Verification
B9028C 2007-05-25 Access to Facilities and Equipment
A9068C 2010-01-11 Government Site Regulations
A9131C 2014-11-27 Controlled Goods Program [Will apply if stipulated in the ACF]
A2000C 2006-06-16 Foreign Nationals (Canadian Contractor) [This clause or the one that follows will apply]
A2001C 2006-06-16 Foreign Nationals (Foreign Contractor)

17. Professional Services

17.1 Requirement for Training and Familiarization

Any training required by personnel to perform specific assignments will be on the Supplier

time and expense. Canada will not provide technology training. Canada will, wherever possible, provide standards, policies, guidelines and appropriate documentation to describe how the application systems are designed and configured, as well as other assistance needed to help the Supplier’s personnel to work on application systems.

17.2 Professional Services - General

  1. The Supplier must provide professional services on request as specified in this Call-up. All resources provided by the Supplier must meet the qualifications described in the Call-up (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 Call-up.
  2. If the Supplier fails to deliver any deliverable or complete any task described in the Call-up on time, in addition to any other rights or remedies available to Canada under the Call-up or the law, Canada may notify the Supplier of the deficiency, in which case the Supplier must submit a written plan to the Technical Authority within ten working days detailing the actions that the Supplier will undertake to remedy the deficiency. The Supplier must prepare and implement the plan at its own expense.
  3. In General Conditions 2035, the Article titled “Replacement of Specific Individuals” is deleted and the following applies instead:
    1. if the Supplier is unable to provide the services of any specific individual identified in the Call-up to perform the services, the Supplier 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 (ii) (b) below.

    2. Subject to an Excusable Delay, where Canada becomes aware that a specific individual identified under the Call-up 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 Call-up or at law, including terminating the Call-up for default under Article titled “Default of the Supplier”, or
      2. assess the information provided under (c) (i) above or, if it has not yet been provided, require the Supplier 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 (ii) (a) above, or require the Supplier to propose another replacement within five working days’ notice.  
  4. Where an Excusable Delay applies, Canada may require (c) (ii) (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 Call-up or project (including those for the Crown) being performed by the Supplier or any of its affiliates.

  5. The Supplier 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 Supplier 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 Supplier from its responsibility to meet the requirements of the Call-up.
  6. The obligations in this article apply despite any changes that Canada may have made to the Client's operating environment.

18. Supplier Furnished

The Supplier must furnish the following at no additional cost to the Call-up:

  1. Call-up related services that are administrative and management functions necessary to support the Call-up, and the hardware, software, and communications systems necessary to interface effectively and efficiently with Canada. These include, but are not limited to: financial management, recruiting, interviewing, training, payroll preparation, travel arrangements, Call-up proposal preparation, obtaining security clearances, contracting, and clerical support.
  2. Office and working space for Call-up related services, if necessary.
  3. Office equipment and expenses necessary to perform Call-up related services including: IT and network operations, hardware, software, printing, photocopying, communications, postage, express mail, paper and copying supplies, local and long distance telephone service, and other services, equipment and supplies required in support of the work.

19. Timely Problem Identification

The Supplier must immediately advise the Contracting and Technical Authorities in writing of any and all situations or difficulties that the Supplier considers will have a significant impact upon the scope of the Work, expected technical achievement, delivery schedule, person-power or cost to Canada. Notwithstanding the submission of any such report, the Supplier remains responsible for the completion of the Work in accordance with the terms of the Call-up.

  1. Such reports must include proposed detailed remedial action plans to resolve or alleviate the identified situations or difficulties. The plans must set out the Supplier’s detailed estimates of any increase in time, consultants and cost to effect such plans. Such plans must include all reasonable options for consideration by Canada plus the costs and consequences to Canada of taking no remedial action and must also provide a reasonable amount of time for Canada to review these options and obtain any necessary funding authorization.
  2. The Supplier will be prohibited from claiming for any additional costs incurred in remedying a problem not reported as described above in a timely fashion, and will be required to remedy such problems at its own expense.

20. Representations and Warranties

The Supplier made statements regarding its own and its proposed resources’ experience and expertise in its ACF Response that resulted in the award of the Call-up and if applicable the issuance of Task Authorizations (TAs). The Supplier represents and warrants that all those statements are true and acknowledges that Canada relied on those statements in awarding the Call-up and if applicable adding work to it through TA’s. The Supplier also represents and warrants that it has, and all its resources and subcontractors that perform the Work have, and at all times during the Call-up period they will have, the skills, qualifications, expertise and experience necessary to perform and manage the Work in accordance with the Call-up, and that the Supplier (and any resources or subcontractors it uses) has previously performed similar services for other customers.

21. Access to Canada’s Property and Facilities

Canada’s property, facilities, equipment, documentation, and personnel are not automatically available to the Supplier. If the Supplier would like access to any of these, it is responsible for making a request to the Technical Authority. Unless expressly stated in the Call-up, Canada has no obligation to provide any of these to the Supplier. If Canada chooses, in its discretion to make its property facilities, equipment, documentation or personnel available to the Supplier to perform the Work, Canada may require an adjustment to the Basis of Payment and additional security requirements may apply.

22. Transition Period

The Supplier acknowledges that the nature of the services provided under the Call-up requires continuity and that a transition period may be required at the end of the Call-up. The Supplier agrees that Canada may, at its discretion, extend the Call-up by a period of up to three months under the same conditions to ensure the required transition. The Supplier agrees that, during the extended period of the Call-up, it will be paid in accordance with the applicable provisions as set out in the Basis of Payment.

The Contracting Authority will advise the Supplier of the extension by sending a written notice to the Supplier at least 10 calendar days before the Call-up expiry date. The extension will be evidenced for administrative purposes only, through a Call-up amendment.

23. Identification Protocol Responsibilities

The Supplier will be responsible for ensuring that each of its agents, representatives or subcontractors (hereinafter referred to as Supplier’s Representatives) complies with the following self-identification requirements:

  1. Supplier Representatives who attend a Government of Canada meeting (whether internal or external to Canada's offices) must identify if an individual is not a permanent employee of the Supplier prior to the commencement of the meeting, to ensure that each meeting participant is aware of the fact that the individual is not a Supplier permanent employee;
  2. During the performance of any Work at a Government of Canada site, each Supplier Representative must be clearly identified at all times as being a Supplier Representative; and
  3. If a Supplier Representative 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 an agent or subcontractor of the Supplier in all electronic mail in 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 Supplier is in breach of any obligation stated in this Article, upon written notice from Canada the Supplier must submit a written action plan describing corrective measures it will implement to eliminate the recurrence of the problem. The Supplier will have 5 working days to deliver the action plan to the Client and the Contracting Authority, and 20 working days to rectify the underlying problem.
  5. In addition to any other rights it has under the Call-up, Canada may terminate the Call-up for default if the corrective measures required of the Supplier described above are not met.

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