Part D: Resulting contract clauses
It is recommended to use
PWGSC Form 9400-4 as page one of the contract.
The following clauses and conditions apply to and form part of any contract resulting from the bid solicitation.
1.0 Statement of work
The contractor must perform the work in accordance with the Statement of Work at Annex "A".
2.0 Standard clauses and conditions
All clauses and conditions identified in the contract by number, date and title are set out in the
Standard Instructions - Goods or Services - Competitive Requirements Manual issued by Public Works and Government Services Canada.
2.1 General conditions
2010B (2018-06-21) General conditions: Professional services (medium complexity), apply to and form part of the contract.
4.0 Security requirement
In the input field below, enter either ‘There is no security requirement associated with this requirement' or enter the applicable security clauses that have been provided to your client by the Canadian Industrial Security Directorate (CISD).
4.1 Use of individual protective equipment and Occupational Health and Safety (OHS) guideline(s)
The Contractor warrants that its resources will follow at all times the
OHS guidelines in force in the workplace during the contract period. Canada reserves the right to modify the OHS guideline, if required, to include any future recommendations proposed by the Public Health Agencies.
5.0 Term of contract
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 a maximum of 48 weeks 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 Annex "B": Basis of payment.
If another time extension is required to continue the service(s) beyond the 48th week, the contractor also grants to Canada the irrevocable option to extend the term of the contract to a maximum of 72 weeks under the same conditions. Any time extension that brings the term of the contract beyond 48 weeks must be processed after the 40th week.
Canada may exercise this option at any time by sending a written notice to the contractor at least five (5) calendar days prior to the contract expiry date. The option may only be exercised by the contracting authority, and will be evidenced for administrative purposes only, through a contract amendment.
6.2 Technical authority
The technical authority for the contract is:
The name of the technical authority for the contract is: (required)
The technical 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 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 contract amendment issued by the contracting authority.
6.3 Contractor's representative
The name and coordinated of the winning bidder's representative will be inserted in this place at contract award.
7.0 Proactive disclosure of contracts with former public servants
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.
8.1 Basis of payment
The contractor will be paid for the actual hours worked at the firm hourly rates in Annex B: "Basis of Payment". The contractor will be paid an initial half hour minimum charge calculated from the time the contractor's employee arrives on-site. Customs duties are included and applicable taxes are extra.
8.1.1 Travel and living expenses
Use the following field to input one of the following travel expense clauses:
C4000C, C4001C, C4002C, or C4005C or otherwise enter "There is no travel associated with this requirement"
Insert travel clauses: (required)
8.2 Method of payment
Canada will pay the contractor on a monthly basis for work performed during the month covered by the invoice in accordance with the payment provisions of the contract if:
an accurate and complete invoice and any other documents required by the contract have been submitted in accordance with the invoicing instructions provided in the contract
all such documents have been verified by Canada
the work performed has been accepted by Canada
9.0 Certifications compliance
Unless specified otherwise, the continuous compliance with the certifications provided by the contractor in its bid or precedent to contract award, and the ongoing cooperation in providing additional information are conditions of the contract and failure to comply will constitute the contractor in default. Certifications are subject to verification by Canada during the entire period of the contract.
10.0 Applicable laws
The Contract must be interpreted and governed, and the relations between the parties determined, by the laws in force in Ontario.
[May be revised by contractor before contract award]
11.0 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.
The Articles of Agreement
THS SA resulting contract clauses
2010B (2018-06-21) General conditions: Professional services (medium complexity) Annex "A": Statement of work
Annex "B": Basis of payment
the Security Requirements Check List at Annex C (if applicable)
the Contractor's bid dated
[To be insert at contract award]
12.0 Discretionary audit—Non-commercial goods and/or services
The estimated amount of profit included in the contractor's price or rate certification is subject to audit by Canada, before or after payment is made to the contractor under the conditions of the contract. The purpose of the audit would be to determine whether the actual profit earned on a single contract if only one exists, or the aggregate of actual profit earned by the contractor on a series of negotiated firm price and fixed-time rate contracts performed during a particular period selected, is reasonable and justifiable based on the estimated amount of profit included in earlier price or rate certification(s).
If the audit demonstrates that the actual profit is not reasonable and justifiable, as defined above, the contractor must repay Canada the amount found to be in excess.
13.0 Foreign nationals (Canadian contractor)
The Contractor must comply with Canadian immigration requirements applicable to foreign nationals entering Canada to work temporarily in fulfillment of the Contract. If the Contractor wishes to hire a foreign national to work in Canada to fulfill the Contract, the Contractor should immediately contact the nearest Service Canada regional office to enquire about Citizenship and Immigration Canada's requirements to issue a temporary work permit to a foreign national. The Contractor is responsible for all costs incurred as a result of non-compliance with immigration requirements.
14.0 Dispute Resolution
The parties agree to maintain open and honest communication about the Work throughout and after the performance of the contract.
The parties agree to consult and co-operate with each other in the furtherance of the contract and promptly notify the other party or parties and attempt to resolve problems or differences that may arise.
If the parties cannot resolve a dispute through consultation and cooperation, the parties agree to consult a neutral third party offering alternative dispute resolution services to attempt to address the dispute.
Options of alternative dispute resolution services can be found on Canada's Buy and Sell website under the heading "Dispute Resolution".
Select one of the choices below:
No insurance requirement is needed for the resulting contract.
An insurance requirement is needed for the resulting contract.
The Contractor is responsible for deciding if insurance coverage is necessary to fulfill its obligation under the Contract and to ensure compliance with any applicable law. Any insurance acquired or maintained by the Contractor is at its own expense and for its own benefit and protection. It does not release the Contractor from or reduce its liability under the Contract.
The Contractor must comply with the insurance requirements specified below. The Contractor must maintain the required insurance coverage for the duration of the Contract. Compliance with the insurance requirements does not release the Contractor from or reduce its liability under the Contract.
The Contractor is responsible for deciding if additional insurance coverage is necessary to fulfill its obligation under the Contract and to ensure compliance with any applicable law. Any additional insurance coverage is at the Contractor's expense, and for its own benefit and protection.
The Contractor must forward to the Contracting Authority within ten (10) days after the date of award of the Contract, a Certificate of Insurance evidencing the insurance coverage and confirming that the insurance policy complying with the requirements is in force. For Canadian-based Contractors, coverage must be placed with an Insurer licensed to carry out business in Canada, however, for Foreign-based Contractors, coverage must be placed with an Insurer with an A.M. Best Rating no less than "A-". The Contractor must, if requested by the Contracting Authority, forward to Canada a certified true copy of all applicable insurance policies.
Enter insurance requirements (required)
An input field below is provided below for additional clauses beyond those specified above. Examples include department-specific clauses such as A9006C (2012-07-16), which must be included in all contracts for the Department of National Defence.
Number the additional clauses beginning at 15.
Part E: Bidder Response Form
It is the bidder’s responsibility to ensure they provide all of the information and documentation required to demonstrate compliance with all of the requirements of the
RFP. Bidder information
Legal name of bidder:
Procurement Business Number (PBN) of bidder:
Name and title of person authorized to sign on behalf of the bidder:
Name of authorized bidder representative:
Telephone number of authorized bidder representative:
Email address of authorized bidder representative:
Is the bidder submitting a bid in response to this request for proposal?
No Consent / Proof of employment
The bidder must provide a written/electronic consent signed by the proposed resource before bid closing date and time. In cases where the proposed resource is a full time employee of the bidder, a proof of employment signed by an authorized representative of the bidder, such as Chief Financial Officer or Human Resource Director must be provided.
To be considered valid, the written/electronic consent or proof of employment must have been obtained/signed during the solicitation period and reference the solicitation number. It must also include a statement confirming the availability of the resource for the performance of the contract during the period mentioned in the
RFP. Failure to provide the proper documentation will result in the bid being declared non-responsive. Resource proposed by more than one bidder
Following validation of the consent or proof of employment, if the successful bidder's proposed resource withdraws or becomes unable to provide the services before the contract award, the resource will no longer be considered from any other bidder who offered that same resource for the performance of the contract.
Replacement of a Resource prior to Contract Award - based on rankings
If the successful bidder's proposed resource recommended for the contract award withdraws and/or becomes unable to provide its services for the performance of the contract, at any time between the closing date and time of the
RFP and the award of the contract, the bidder must immediately inform the contracting authority of the reason for the replacement.
The bidder must propose, at the same hourly rate indicated in its bid, one replacement who must meet all of the mandatory requirements contained in the
RFP and, if applicable, obtains an equal or higher score obtained by the originally proposed resource on the point rated criteria of the RFP. Upon request by the contracting authority and within the time allowed (minimum of one business day), the bidder must provide the necessary information to allow assessment of the replacement, including but not limited to, its name, qualifications and experience. Failure to respond to the request will result in the bid being declared non-responsive. Certifications precedent to contract award
The certifications set out below are to be completed and submitted with the bid but may be submitted afterwards. If any of these required certifications is not completed and submitted as requested, the contracting authority will so inform the bidder and provide the bidder with a time frame within which to meet the requirement.
a) Integrity provisions—Required documentation
By submitting a bid, the Bidder certifies that the Bidder and its Affiliates are in compliance with the provisions as stated in Section 01 Integrity Provisions - Bid of
Standard Instructions - Goods or Services - Competitive Requirements. The associated information required within the Integrity Provisions will assist Canada in confirming that the certifications are true.
Pursuant to section 01 of Standard Instructions 2003, Bidders who are incorporated or a sole proprietorship, including those bidding as a joint venture, must submit a complete list of names of all individuals who are currently directors of the Bidder, or the name of the owner, as applicable. Bidders bidding as societies, firms or partnerships do not need to provide a list of names. Furthermore, as determined by the Special Investigations Directorate, Departmental Oversight Branch, each individual named on the list may be requested to complete Consent to a Criminal Record Verification form and provide associated information. Consult sections
4.21, 5.16 and 8.70.2 of the Supply Manual. b) Federal contractors program for employment equity—Bid certification
By submitting a bid, the bidder certifies that the bidder, and any of the bidder's members if the bidder is a joint venture, is not named on the Federal Contractors Program (FCP) for employment equity "
FCP Limited Eligibility to Bid" list available at the bottom of the page of the Employment and Social Development Canada—Labour's website.
Canada will have the right to declare a bid non-responsive if the bidder, or any member of the bidder if the bidder is a joint venture, appears on the "
FCP Limited Eligibility to Bid list" at the time of contract award. c) Price certification
The bidder must provide, on Canada's request, one or more of the following price support, if applicable:
a current published price list indicating the percentage discount available to Canada
copies of paid invoices for the like quality and quantity of the goods, services or both sold to other customers
a price breakdown showing the cost of direct labour, direct materials, purchased items, engineering and plant overheads, general and administrative overhead, transportation, etc., and profit
price or rate certifications
any other supporting documentation as requested by Canada
d) Consent and Replacement of Resource
The bidder certifies that the information included on the consent or proof of employment for the proposed resource, for this requirement, is true and accurate.
The certifications provided by bidders to Canada are subject to verification at all times. Canada may declare a bid non-responsive, or declare a contractor in default if any certification made by the bidder is found to be untrue, whether made knowingly or unknowingly, during the bid evaluation period or during the contract period. In this instance, Canada has the right to reject a bid, terminate a contract by default, and/or set aside the bidder's
THS Supply Arrangement.