Professional audit support services
Supply arrangement terms and conditions

On this page

• A. Supply arrangement
• B. Bid solicitation
• C. Resulting contract clauses
• D. Streams and minimum mandatory resource requirements

A. Supply arrangement

In this section

• A.1 Arrangement
• A.2 Security requirement
• A.3 Standard clauses and conditions
  • A.3.1 General conditions
  • A.3.2 Resulting contract clauses
  • A.3.3 Supply arrangement reporting
  • A.3.4 Changes to the supply arrangement (evergreen clause)
• A.4 Term of supply arrangement
• A.5 Ongoing opportunity to qualify
• A.6 Authorities
  • A.6.1 Supply arrangement authority
  • A.6.2 Supplier's representative
  • A.6.3 Supplier's information
• A.7 Identified users
• A.8 Priority of documents
• A.9 Certifications
• A.10 Applicable laws
• A.11 Suspension or cancellation by Canada
• A.12 Indigenous business certification (if applicable)
• A.13 Comprehensive land claims area
• A.14 Environmental considerations
• A.15 Insurance requirement
• A.16 Travel and living
• A.17 Regions and metropolitan areas
• A.18 Use of an e-Procurement solution
• A.19 Vendor performance management

A.1 Arrangement

The Supply Arrangement (SA) encompasses only those Services described in Annex A, Statement of Requirements, which are further identified in the case of each specific SA holder in Annex C—Qualified Categories, at issuance of the SA.

In addition to the Clauses and Conditions enumerated in Section C below, contracts resulting from this SA can, at the discretion of Identified Users, incorporate: Task Authorizations, various security requirements, options to extend the contract and Limitations of Expenditure & Liability.

A.2 Security requirement

There is no security requirement applicable to the resulting SA.

A.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 (CanadaBuys) issued by Public Works and Government Services Canada (PWGSC).

A.3.1 General conditions

2020 (2022-12-01) General Conditions—Supply Arrangement—Goods or Services, apply to and form part of the SA, with the following replacements/additions:

• Section 09 (2014-09-25), Suspension or cancellation of qualification by Canada, is deleted in its entirety and replaced with the following:

  09 Canada’s Suspension or Cancellation of Qualification.

  1. Grounds for Suspension or Cancellation. Canada may, upon written notice to the Supplier, suspend or cancel the Supply Arrangement in any of the following circumstances:
     1. The Supplier no longer meets any of the required qualifications of the Supply Arrangement.
     2. The Supplier is in default any of its obligations under any resulting contract and Canada has exercised its contractual right to terminate the contract for default.
     3. The Supplier becomes bankrupt or insolvent, takes the benefit of any statute relating to bankrupt or insolvent debtors, a receiver is appointed under one of the Supplier’s debt instruments, a receiving order is made against the Supplier, or an order is made or a resolution passed for the Supplier’s winding-up.
     4. Canada has imposed measures on the Supplier under the Vendor Performance Corrective Measure Policy or any similar policy.
  2. Canada’s Rights. Canada’s suspension or cancellation of the Supply Arrangement will not affect its right to pursue any other remedies available to it, nor will it, on its own, affect any contract entered into before the issuance of the notice.
  3. Effect of Suspension or Cancellation. The Supply Arrangement Authority will, in such case, remove the Supplier from the list of pre-qualified Suppliers and the Supplier will then not be
     1. eligible to offer on solicitations of offers issued under the Supply Arrangement, or
     2. allowed to submit another arrangement for a period that Canada determines.

• New Section 19, Anti-forced Labour Requirements, as follows:

  19 Anti-forced Labour Requirements

  1. Canada may suspend or cancel the Supply Arrangement in accordance with section 2020 09 - Suspension or cancellation of qualification by Canada, if the Supplier has, in the past three years been convicted of any of the following offences under the Criminal Code or the Immigration and Refugee Protection Act:

     Criminal Code

     1. section 279.01 (Trafficking in persons);
     2. section 279.011 (Trafficking of a person under the age of eighteen years);
     3. subsection 279.02(1) (Material benefit - trafficking);
     4. subsection 279.02(2) (Material benefit - trafficking of person under 18 years);
     5. subsection 279.03(1) (Withholding or destroying documents - trafficking);
     6. subsection 279.03(2) (Withholding or destroying documents - trafficking of person under 18 years); or Immigration and Refugee Protection Act
     7. section 118 (Trafficking in persons).
  2. Canada may suspend or cancel the Supply Arrangement in accordance with section 2020 09 - Suspension or cancellation of qualification by Canada if the Supplier has, in the past three years, been convicted of an offence in a jurisdiction other than Canada that, in Canada’s opinion, is similar to any of the offences identified in paragraph 1.
  3. For purposes of determining whether a foreign offence is similar to a listed offence, PWGSC will take into account the following factors:
     1. in the case of a conviction, whether the court acted within its jurisdiction;
     2. whether the supplier was afforded the right to appear during the court’s proceedings or to submit to the court’s jurisdiction;
     3. whether the court’s decision was obtained by fraud; or
     4. whether the supplier was entitled to present to the court every defence that the supplier would have been entitled to present had the proceeding been tried in Canada.
  4. Where Canada intends to suspend or cancel the Supply Arrangement under this section, Canada will inform the Supplier and may provide the Supplier an opportunity to make written representations before making a final decision. Written representations must be submitted within 30 days from receiving a notice of concern unless Canada establishes a different deadline.

A.3.2 Resulting contract clauses

The conditions of any contract awarded under this SA will be in accordance with Part C—Resulting Contract Clauses.

A.3.3 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 SA.

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" report. Canada reserves the right to change the "nil" reporting procedure at any time.

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

A.3.4 Changes to the supply arrangement (evergreen clause)

From time to time, PWGSC may amend any part of the SA as a result of a policy notification, legislation, or procedural change. Any such change will not affect existing contracts in place prior to the date of change. Notification of such change will be sent to suppliers via a generic email. Should a supplier not be in agreement with such modifications, and no longer wishes to be considered for requirements issued under the SA framework as a result of the changes, the supplier will notify the SA Authority and this supplier will no longer be on the list of pre-qualified suppliers.

A.4 Term of supply arrangement

The SA will be valid from the date of issuance until July 31, 2028, or until such time as Canada chooses to re-compete the SA, no longer deems the SAs necessary, or proceeds with a different procurement vehicle.

Supplier grants to Canada the irrevocable option to extend the term of the SA for an additional 5-year period under the same conditions.

The option may only be exercised by the SA Authority, and will be evidenced for administrative purposes only, through a SA revision.

A.5 Ongoing opportunity to qualify

Opportunities for additional qualification may be made available by Canada through quarterly Request for Supply Arrangement (RFSA) Refresh solicitations. These Refreshes allow:

1. New suppliers to submit an arrangement in order to qualify for an SA;
2. Existing suppliers to submit an arrangement in order to qualify for new Streams or add Regions/Metropolitan Areas for which it has not already been awarded an SA.

Participation in the Refresh solicitations is entirely optional and not required to maintain any Professional Audit Support Services Supply Arrangement (PASS SA).

The schedule for the Refresh solicitations is anticipated to align with the Government of Canada fiscal year quarters, as demonstrated in the table below; therefore, for every fiscal year that these SAs remain valid, it is anticipated that there will be 4 Refresh Periods. This schedule may require a revision due to operational requirements, in which case suppliers will be advised.

Fiscal year schedule

Refresh Period	Opening Date (first business day of the month)	Closing Date (last business day of the month)	Estimated Date of Award
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 Refresh Period is assigned a period number which is reflected on the Solicitation Dashboard of the Centralized Professional Services System (CPSS) ePortal. Each Refresh Period 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” Refresh Period. Only those suppliers who have submitted an arrangement by the closing date and time of a Refresh Period will be evaluated.

It is important to note that suppliers will not be eligible to submit an arrangement in a Refresh Period directly following another. For example, if a Supplier submits an arrangement at Refresh Period 1, the Supplier will not be eligible to submit an arrangement at Refresh Period 2 as the Supplier’s profile will be disabled in the DCC while the arrangement is evaluated. This will in no way impact the search results for an Existing Supplier’s current SA.

All SAs whether issued during a refresh solicitation period or a re-competition will be replaced when a re-competition solicitation occurs. Therefore, all suppliers must submit an arrangement before the closing date of a re-competition solicitation in order to provide services under their resulting SA.

A.6 Authorities

A.6.1 Supply arrangement authority

The SA Authority is:

PASS SA Supply Team Leader
Public Works and Government Services Canada
Acquisitions Branch, Procurement Systems Directorate
10 Wellington Street, Gatineau, Québec, K1A 0S5

E-mail:

spsvaaautorite.passsaauthority@tpsgc-pwgsc.gc.ca

The SA Authority (or its authorized representative) is responsible for the issuance of the SA, its administration and its revision, if applicable. The SA Authority is the main delegated authority on behalf of Canada and the Minister for the administration and management of this SA. The SA Authority will act as the overall maintainer of the SA pre-qualified Supplier's list and will be responsible for ensuring the administration of all SAs. Any changes to the SA must be authorized in writing by the SA Authority.

A.6.2 Supplier's representative

This individual is the central point of contact within the Supplier for all matters pertaining to this SA. 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 replacement or a new Supplier Representative is required, the Supplier will inform:

1. CPSS by e-mail at sspc.cpss@tpsgc-pwgsc.gc.ca
2. the SA Authority by e-mail

And provide the following information:

• Name:
• Telephone:
• Email:

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

A.6.3 Supplier's information

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

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.

A.7 Identified users

Subject to signing a Master Level User Agreement, the Identified Users (also called Clients) include any government department, agency or Crown Corporation listed in Schedules I, I.1, II, III, 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 has been authorized to act from time to time under section 16 of the Department of Public Works and Government Services Act.

Canada may, at any time, withdraw authority from any of the Identified Users to use the SA.

A.8 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 the SA
2. the general conditions 2020 (2022-12-01), General Conditions—Supply Arrangement—Goods or Services
3. Annex C, Qualified Streams
4. Annex A, Statement of Requirements; and
5. the Supplier's arrangement submitted in response to the RFSA

A.9 Certifications

Compliance with the certifications provided by the Supplier in the arrangement is a condition of the 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. If the Supplier does not comply with any certification or it is determined that any certification made by the Supplier in the arrangement is untrue, whether made knowingly or unknowingly, Canada retains the right to terminate any resulting contract for default and suspend or cancel the SA.

A.10 Applicable laws

The 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.

A.11 Suspension or cancellation by Canada

In addition to the circumstances identified in 2020 09, Canada may, by sending written notice to the Supplier, suspend or cancel the SA where the Supplier has made public any information that conflicts with the terms, conditions, pricing or availability of systems identified in this SA, or where the Supplier is in default in carrying out any of its obligations under this SA.

If an identified user (also known as a client department) notifies the SA Authority that they have terminated a contract for default with a pre-qualified supplier, under General Conditions – Supply Arrangement – Goods or Services 2020 09 1(b), the SA Authority may do the following:

1. First default: provide a written warning to the pre-qualified supplier, outlining the repercussions should this happen again;
2. Second default: suspend the SA of the pre-qualified Supplier for a period of three months upon written notification to the pre-qualified Supplier. The written notification will indicate the date on which the suspension will be complete;
3. Third default: suspend the SA of the pre-qualified Supplier for a period of six months upon written notification to the pre-qualified Supplier. The written notification will indicate the date on which the suspension will be complete, and in the case of multiple suspensions, confirm the number of suspensions the pre-qualified Supplier has already received.

Once each suspension is over, the pre-qualified Supplier will be advised in writing that their SA will be re-activated.

If Canada is notified of a fourth default, Canada reserves the right to terminate the SA awarded to the Supplier. Any such supplier must then wait one year before they may apply to requalify under the SA and will be considered to be a ‘New Supplier’ as defined in the RFSA and must follow the procedures and fulfill all requirements associated with that status.

A.12 Indigenous business certification (if applicable)

Where an Indigenous 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 Indigenous 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 Supplier must obtain the written consent of the SA Authority before disposing of any such records documentation supporting the accuracy of the certification until the expiration of 6 years after final payment in a contract made under the SA, or until settlement of all outstanding claims and disputes, resulting from a dispute in a contract made under the SA, whichever is later. All such records and documentation must at all times during the retention period be open to audit, inspection and examination by representatives of Canada, who may make copies and take extracts. The Supplier must provide all facilities for such audits.

Nothing in this clause may be interpreted as limiting the rights and remedies, which Canada may otherwise have pursuant to the SA.

A.13 Comprehensive land claims area

The SA is for the delivery of the requirement detailed in the SA to the Identified Users across Canada, excluding locations within Yukon, Northwest Territories, Nunavut, Quebec, and Labrador that are subject to Comprehensive Land Claims Agreements (CLCAs). Any requirement for deliveries to locations within CLCAs areas within Yukon, Northwest Territories, Nunavut, Quebec, or Labrador will have to be treated as a separate procurement, outside of the SA.

A.14 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:

1. Regarding paper consumption:

   1. Provide and transmit draft reports, final reports 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 SA Authority or Identified User
   2. Printed material is requested on paper containing a minimum recycled content of 30% and/or certified as originating from a sustainably managed forest
   3. Recycle unneeded printed documents (in accordance with Security Requirements)

2. Regarding travel requirements:

   1. Supplier is encouraged to use video and/or teleconferencing where possible to cut down unnecessary travel;
   2. Use of properties with environmental ratings: suppliers to the government of Canada may access the Public Services and Procurement Canada’s Accommodation and Car Rental 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 honor the pricing for contractors;
   3. Use of public/green transit where feasible.

3. Regarding Net zero greenhouse gas (GHG) emissions:

   Canada is committed to achieving GHG emissions by 2050 in an effort to position Canada for success in a green economy and to mitigate climate change impacts. As a result, future solicitations may include the following:

   1. there may be evaluation criteria or other instructions in the solicitation or contract documents related to measuring and disclosing your company’s GHG emissions;
   2. you may be requested or required to join one of the following initiatives to submit a bid, offer or arrangement or if you are awarded the contract:
      • Canada’s Net-Zero Challenge;
      • the United Nations Race to Zero;
      • the Science-based Targets Initiative;
      • the Carbon Disclosure Project;
      • the International Organization for Standardization.
   3. you may be required to provide other evidence of your company’s commitment and actions toward meeting net zero targets by 2050.

A.15 Insurance requirement

The Supplier is responsible for deciding if additional insurance coverage is necessary to fulfill its obligation under SA and any resulting contract issued under the PASS SA, 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.

A.16 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 an arrangement solicitation under the SA. Accordingly, if any contract resulting from a solicitation under this SA 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 at Supply Arrangement Travel and Living Information .

A.17 Regions and metropolitan areas

Definitions of the Remote/Virtual Access, Regions and Metropolitan Areas are incorporated by reference into this SA. For the purposes of this SA, the Remote/Virtual Access is to be considered as another Region.

The following Regions and Metropolitan areas may receive Services under this SA, where a Supplier is qualified to do so:

Regions:

• National Capital Region
• Atlantic
• Quebec
• Ontario
• Western
• Pacific
• Remote/Virtual Access: This is a separate Region and does not include any of the other Regions or Metropolitan Areas. It is a zone that is used when a Client has no preference in terms of where the work is performed

Metropolitan Areas:

• National Capital
• Halifax
• Moncton
• Montreal
• Quebec City
• Toronto
• Calgary
• Edmonton
• Saskatoon
• Winnipeg
• Vancouver
• Victoria

A.18 Use of an e-Procurement solution

Public Services and Procurement Canada (PSPC) is now using an e-procurement solution (EPS). The PASS method of Supply has transitioned to this system and will now use it to award and amend SAs. It is mandatory that potential bidders and existing suppliers register for an ARIBA account at How to register your business (CanadaBuys). Please note that the Centralized Professional Services System (CPSS) will remain active for suppliers to submit their bid, suppliers to manage their account as well as access the reporting function.

If the Supplier chooses not to fully register with a validated ‘Business Number’, the SA may be set aside by Canada.

A.19 Vendor performance management

Any resulting contract awarded under the SA may be subject to Vendor Performance Management (VPM), where the Supplier will be evaluated on specific aspects of its performance against contractual obligations. The application of VPM evaluations will be confirmed in the resulting clauses of the contract, in which instance, Canada will evaluate the Supplier’s vendor performance under the Contract in accordance with the annex entitled “Vendor Performance Management Scorecard” and a last evaluation at the end of the Contract period.

B. Bid solicitation

In this section

• B.1 Bid solicitation documents
• B.2 Bid solicitation process
  • B.2.1 General
  • B.2.2 Security requirement for resulting contracts
  • B.2.3 Identification of contract authorities
  • B.2.4 Requirement limitations
  • B.2.5 Disclosing of incumbent information

B.1 Bid solicitation documents

As referenced in the signed departmental Master Level User Agreement (MLUA) (which is required in order to use the mandatory methods of supply) the mandatory PASS Request for Proposal (RFP) template can be found by logging into CanadaBuys at Professional Services contracting (CanadaBuys).

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 (2023-06-08), Standard Instructions - Goods or Services - Competitive Requirements OR 2003ACB (2022-09-01), CanadaBuys Standard Instructions - Goods or Services - Competitive Requirements OR 2004 (2022-01-28), Standard Instructions - Goods or Services - Non-competitive Requirements OR 2004ACB (2022-10-19), CanadaBuys Standard Instructions - Goods or Services – Non-Competitive Requirements;
4. 2035 (2022-12-01) General Conditions - Higher Complexity – Services OR 2035ACB (2023-04-24), AchatsCanadaBuys General Conditions: Higher Complexity – Services;
5. Supplemental general conditions (if applicable);
6. bid preparation instructions;
7. instructions for the submission of bids (address for submission of bids, bid closing date and time);
8. evaluation procedures and basis of selection;
9. financial capability (if applicable);
10. certifications;
11. resulting contract clauses.

B.2 Bid solicitation process

B.2.1 General

1. Bids will be solicited for specific requirements within the scope of the SA from suppliers who have been issued a SA
2. The bid solicitation will be posted on the Government Electronic Tendering Service (GETS), also known as the CanadaBuys Tenders site (or, as applicable with a GoC web-based electronic procurement tool) or will be e-mailed directly to suppliers. A Notice of Proposed Procurement (NPP) should be published simultaneously on GETS with the issuance of the invitation to suppliers, as applicable
3. Canada may consolidate requirements across Clients and award Contracts on a periodic basis to receive best or better pricing

B.2.2 Security requirement for resulting contracts

Contracts issued under this SA are subject to the requirements in the SRCLs identified in each individual Request for Proposals (RFP) issued by Clients. Standardized SRCLs are accessible through the CPSS web site as Common Security Requirement Checklists but other SRCLs may be used. Each RFP will identify the SRCL that will apply to any resulting contract.

B.2.3 Identification of contract authorities

Provided a Client has the legal authority to contract, it may choose to award contracts under this SA in accordance with the Requirement Limitations described below. All contracts for Clients without authority to contract or that surpass the contracting authority delegated to it by Treasury Board will be managed by PWGSC. The Supplier agrees only to perform individual contracts made by an authorized representative of Canada pursuant to this SA that do not exceed the applicable Contract Authority value limitations.

B.2.4 Requirement limitations

Clients may award contracts to qualified suppliers in the applicable Stream(s) in accordance with the following:

Requirement estimated value less than or equal to $40,000 (applicable taxes included)

Competitive procurement strategy is the standard for most requirements under this SA. However, Clients may direct a contract to a Supplier, without soliciting competitive bids, providing that the Contract, including any subsequent amendment(s), is valued at less than or equal to $40,000 (applicable taxes included), with the exception of Stream 4, Forensic Audit, which must be competed amongst all Suppliers identified in the results of the search performed within the CPSS Client Module.

Requirement estimated value less than Canada – Korea Free Trade Agreement Threshold (applicable taxes included)

Clients may, if deemed cost effective and efficient, invite a minimum of 2 suppliers in the applicable Stream(s) to bid, with the exception of Stream 4, Forensic Audit, which must be competed amongst all Suppliers identified in the results of the search performed within the CPSS Client Module, with the Client:

1. selecting by name 2 suppliers from the CPSS Client Module, or
2. selecting by name 1 Supplier from the CPSS Client Module with the second Supplier randomly selected by the CPSS Client Module, or
3. not selecting any Supplier by name in which case, the CPSS Client Module will randomly select 2 suppliers

Requirement estimated value greater than or equal to Canada – Korea Free Trade Agreement Threshold but less than or equal to $3,750,000 (applicable taxes included)

Clients must invite a minimum of 15 suppliers in the applicable Stream(s) to bid, with the exception of Stream 4, Forensic Audit, which must be competed amongst all Suppliers identified in the results of the search performed within the CPSS Client Module, and an Notice of Proposed Procurement (NPP) identifying the requirements will be posted on GETS, with the Client:

1. selecting by name 10 suppliers from the CPSS Client Module, with the following 5 randomly selected by the CPSS Client Module
2. selecting more than 10 suppliers from the Client Module, in which case 5 additional suppliers will be randomly selected by the CPSS Client Module
3. selecting less than 10 suppliers from the Client Module, in which case the CPSS Client Module will randomly select a number of suppliers that, in addition to the suppliers selected by the Client, will total 15
4. If the number of suppliers identified in the results of the search performed within the CPSS Client Module is less than 15, all suppliers will be automatically selected

Requirement estimated valued greater than $3,750,000 (applicable taxes included)

Clients must invite all Suppliers identified in the results of the search performed within the CPSS Client Module to bid and an NPP identifying the requirements will be posted on GETS.

No limit to invitation process

There is no limit to the maximum number of suppliers that may be invited to submit a proposal. However, suppliers may not submit a proposal in response to a solicitation unless they have been invited to do so. Should an uninvited SA Holder wish to be invited, it may contact the Contracting Authority to request an invitation at any time prior to five days before the published bid closing date, and an invitation will be made to that SA Holder, unless it would not be consistent with the efficient operation of the procurement system. In no circumstance will such an invitation require Canada to extend a bid closing date. Where additional invitations are made during the solicitation process, they may not be reflected in a bid solicitation amendment.

Minimum period to submit proposal

At a minimum, each bid solicitation issued will provide suppliers with the following minimum number of calendar days to submit their proposal, which time may be extended based upon a requirement's complexity:

1. Requirements estimated value less than the Canada Korea Free Trade Agreement (CKFTA) threshold (applicable taxes included) = 5 calendar days
2. Requirements estimated value greater than or equal to the CKFTA threshold but less than or equal to $3,750,000 (applicable taxes included) = 15 calendar days
3. Requirements estimated value greater than $3,750,000 (applicable taxes included) = 20 calendar days; and
4. A Client may reduce the above minimum bidding periods for Forensic Audit requirements and other urgent requirements to meet the operational needs of the Identified User with the approval of the SA Authority and validated by the Office of the Comptroller General

PWGSC reserves the right to decrease the minimum bidding period for specific requirements.

B.2.5 Disclosing of incumbent information

By submitting a bid, the Supplier agrees that during a solicitation under this SA, if the Supplier has performed services for Canada under any current or past PASS, Canada may disclose such fact (including the previous contract value and date of issuance) during any such solicitation for replacement or follow-on services.

C. Resulting contract clauses

In this section

• C.1 General
• C.2 General conditions—higher complexity—services
• C.3 Professional services
• C.4 Reorganization of client
• C.5 No responsibility to pay for work not performed due to closure of government offices
• C.6 Time verification
• C.7 Joint venture contractor (if applicable)
• C.8 Invoicing instructions
• C.9 Safeguarding electronic media
• C.10 Identification protocol responsibilities
• C.11 Dispute resolution
• C.12 Liquidated damages (if applicable)
• C.13 Representations and warranties

C.1 General

All clauses and conditions identified by number, date and title are set out in the Standard Acquisition Clauses and Conditions Manual (CanadaBuys) issued by PWGSC.

A model RFP and resulting contract clauses document is available for use for Identified Users of the PASS SA. Individual resulting contract clauses may be modified to suit individual Client requirements, however the conditions of any contract awarded under the PASS SA will be in accordance with the clauses contained in this Part.

C.2 General conditions—higher complexity—services

The conditions of any contract awarded under this SA will be in accordance with 2035 (2022-12-01) General Conditions - Higher Complexity – Services, OR 2035ACB (2023-04-24), AchatsCanadaBuys General Conditions: Higher Complexity – Services, with the following replacements/additions:

• Section 01 - Interpretation, add the following definition:

  “Actual Time Worked” means time spent actively performing work, excluding any passive time such as retainer or standby time or time awaiting for information or task assignment or any other form of passive time similar to the ones described above.

• Section 06 - Subcontracts, delete in its entirety and replace with the following:

  06 Subcontracts

  1. Except as provided in subsection 2, the Contractor must obtain the Contracting Authority's written consent before subcontracting or permitting the subcontracting of any part of the Work. A subcontract includes a contract entered into by any subcontractor at any tier to perform any part of the Work.
  2. The Contractor is not required to obtain consent for subcontracts specifically authorized in the Contract. The Contractor may also without the consent of the Contracting Authority:
     1. purchase "off-the-shelf" items and any standard articles and materials that are ordinarily produced by manufacturers in the normal course of business;
     2. permit its subcontractors at any tier to make purchases or subcontract as permitted in paragraph (a).
  3. In any subcontract other than a subcontract referred to in paragraph 2.(a), the Contractor must, unless the Contracting Authority agrees in writing, ensure that the subcontractor is bound by conditions compatible with and, in the opinion of the Contracting Authority, not less favorable to Canada than the conditions of the Contract, with the exception of requirements under the Federal Contractors Program for employment equity which only apply to the Contractor.
  4. In any subcontract other than a subcontract referred to in paragraph 2.(a), the Contractor must inform the Contracting Authority if, during the performance of any portion of the Work, a subcontractor is also performing work under other contracts or subcontracts with Canada.
  5. Even if Canada consents to a subcontract, the Contractor is responsible for performing the Contract and Canada is not responsible to any subcontractor. The Contractor is responsible for any matters or things done or provided by any subcontractor under the Contract and for paying any subcontractors for any part of the Work they perform.

• Section 08 – Replacement of Specific Individuals, delete in its entirety and replace 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 5 working days of the individual’s departure or failure to commence Work (or, if Canada has requested the replacement, within 10 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.
  2. Any assessment of the information provided will occur as per 2(b) below. 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 5 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, will not apply to payments made by credit cards.

• Section 29 - Default by the Contractor, delete in its entirety and replace with the following:

  29 Termination for Default

  1. Right to Terminate. Canada may, by giving written notice to the Contractor, terminate the Contract or any part of the Contract if the Contractor:
     1. fails to perform any term of the Contract, or
     2. becomes bankrupt, makes an assignment for the benefit of creditors, or if a receiver is appointed under a debt instrument or a receiving order is made against the Contractor, or an order is made or a resolution passed for the winding-up of the Contractor.
  2. Effect of Termination
     1. For (a)(i) above, the termination will take effect immediately or at the expiration of a cure period specified in the notice, if the Contractor has not cured the default to the satisfaction of the Contracting Authority within that cure period.
     2. For (a)(ii) above, the termination will take effect immediately.
     3. No Further Payment. If Canada terminates the Contract for default, the Contractor will have no claim for further payment except as provided in this section.
     4. Payment of Outstanding Amounts. The Contractor must immediately pay Canada any amounts paid by Canada, including milestone payments, and all losses and damages suffered by Canada because of the default or occurrence upon which the notice was based, including any increase in the cost incurred by Canada in procuring the Work from another source.
     5. Refund of Advance Payments. The Contractor agrees to repay immediately to Canada the portion of any advance payment that is unliquidated at the date of the termination.
     6. Maximum Payment. The total amount paid by Canada under the Contract to the date of the termination and any amount payable under this subsection must not exceed the Contract Price.
     7. Completed Parts of the Work. Upon termination of the Contract for default, the Contracting Authority may require the Contractor to deliver to Canada, in the manner and to the extent directed by the Contracting Authority, any completed parts of the Work, not delivered and accepted before the termination and anything the Contractor has acquired or produced specifically to perform the Contract. In such a case, subject to the deduction of any claim that Canada may have against the Contractor arising under the Contract or out of the termination, Canada will pay or credit to the Contractor:
        1. the value, of all completed parts of the Work delivered to and accepted by Canada, based on the Contract Price, including the proportionate part of the Contractor's profit or fee included in the Contract Price; and
        2. the cost to the Contractor that Canada considers reasonable in respect of anything else delivered to and accepted by Canada.
  3. Assessment under the Vendor Performance Corrective Measure Policy. In the event of a full or partial termination for default, Canada will trigger a mandatory assessment of the Contractor’s performance under the Vendor Performance Corrective Measure (VPCM) Policy.
  4. Termination in Error. If the Contract is terminated for default, but it is later determined that grounds did not exist for a termination for default, the notice will be considered a notice of termination for convenience.

• Section 30 - Termination for Convenience, Subsection 4 is deleted in its entirety and replaced with the following Subsections 4, 5 and 6:

  4. 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 Price.
  5. 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.
  6. 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.

• Section 31 - Audit, Subsection 5, delete in its entirety and replace with the following:

  5. The Contractor must maintain such records, and Canada and its authorized representatives will have the right to examine such records, at all times during the term of this Contract and for a period of seven years after it receives the final payment under the Contract, or until the settlement of all outstanding claims and disputes, whichever is later. Should an examination reveal any overpayments by Canada, these will be claimed by Canada and immediately repaid by the Contractor.

• Section 41 – Integrity provision - contract, delete in its entirety and replace with the following:

  41 Integrity provisions – contract

  1. Mandatory Compliance. The Ineligibility and Suspension Policy (the “Policy”) in effect on the date the bid solicitation is issued, and all related Directives in effect on that date, are incorporated by reference into, and form a binding part of the Contract. The Contractor must comply with the Policy and Directives, which can be found at the Office of Supplier Integrity and Compliance website.
  2. Policy Summary. The Policy sets out the circumstances under which Canada may determine that the Supplier is ineligible to enter, or is suspended from entering into a Contract with Canada. The list of ineligible and suspended Suppliers is maintained on the Office of Supplier Integrity and Compliance website.
  3. Contractor Responsibilities. The Contractor must provide the following where requested by Canada:
     1. List of names for integrity verification that includes all information required by the Policy (section 13 – Disclosure); and
     2. if the Contractor is unable to certify all of the statements in subsection 4 completed Integrity declaration form providing all requested information and details of any material event that may affect the status of itself, its affiliates or its proposed first-tier subcontractors under the Policy.
  4. Contractor Certifications. Subject to subsection 5, by submitting a bid in response to this solicitation, the Contractor certifies that:
     1. it has read and understands the Ineligibility and Suspension Policy;
     2. it understands that certain circumstances, as described in the Policy, will or may result in a determination of ineligibility or suspension under the Policy;
     3. it is aware that Canada may request additional information, certifications, and validations from the Contractor or a third party for the purpose of making a determination of ineligibility or suspension;
     4. none of the circumstances described in Appendix 2 of the Policy that will or may result in a determination of ineligibility or suspension, apply to itself, its affiliates or its proposed first tier subcontractors; and
     5. it is not aware of a determination of ineligibility or suspension issued by Canada that applies to it.
  5. Integrity Declaration Form. Where an Contractor is unable to provide any of the certifications required by subsection 4, at the time of its bid it must submit a completed Integrity declaration form.
  6. Compliance with Certifications. Canada will declare non-compliant any bid in respect of which the information requested is incomplete or inaccurate, or in respect of which the information contained in a certification or declaration is found by Canada to be false or misleading in any respect. If Canada establishes after award of the Contract that the Contractor provided a false or misleading certification or declaration, Canada may terminate the Contract for default. Pursuant to the Policy, Canada may also determine the Contractor to be ineligible for award of a Contract for providing a false or misleading certification or declaration.

C.3 Professional services

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.

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 10 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.

C.4 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.

C.5 No responsibility to pay for work not performed due to closure of government offices

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.

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.

C.6 Time verification

1. 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.
2. If the Contract includes payment for time spent by the Contractor, its employees, representatives, agents or subcontractors performing the Work, the Contractor must keep a record of the actual time worked each day by each individual performing any part of the Work.
3. Canada reserves the right to recover amounts and make adjustments to amounts payable to the Contractor where an examination of the Contractor’s records has identified amounts allocated to the Contract that are not in accordance with the Contract terms. Where the results of an examination indicate that an overpayment by Canada has occurred, such overpayment is due and payable on the date indicated in the notice of overpayment.

C.7 Joint venture contractor (if applicable)

1. The Contractor confirms that the name of the joint venture is ___________________ and that it is comprised of the following members:
   (list of all the joint venture members named in the Contractor’s bid).
2. With respect to the relationship among the members of the joint venture Contractor, each member agrees, represents and warrants (as applicable) that:
   1. has been appointed as the "representative member" of the joint venture Contractor and has fully 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.
3. 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.
4. All the members are jointly and severally or solidarily liable for the performance of the entire Contract.
5. 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 to the assignment provisions of the General Conditions.
6. The Contractor acknowledges that all security and controlled goods requirements in the Contract, if any, apply to each member of the joint venture Contractor.

C.8 Invoicing instructions

1. The Contractor must submit invoices in accordance with the information required in the General Conditions.
2. The Contractor's invoice must include a separate line item for each subparagraph in the Basis of Payment provision and, if applicable, must show all applicable Task Authorization numbers.
3. By submitting invoices, the Contractor is certifying that the goods and services have been delivered and that all charges are in accordance with the Basis of Payment provision of the Contract, including any charges for work performed by subcontractors.
4. The Contractor must provide an electronic copy of each invoice and timesheet(s) to the Technical Authority and to the Contracting Authority.
5. The Contractor must submit timesheets for each resource showing the days, the total hours, and the actual time worked in a 24 hour period (e.g. 7.5 hours - from 8:00 AM to 12:00 PM and from 12:30 PM to 4:00 PM) excluding any passive time such as retainer or standby time or time awaiting for information or task assignment or any other form of passive time similar to the ones described above to support the charges claimed in the invoice.
6. The Contractor agrees that neither it nor its subcontractors can request any government employee to certify invoices or timesheets. The Contractor acknowledges and agrees that any such certification is void and of no force or effect and does not bind Canada in any manner whatsoever.

C.9 Safeguarding electronic media

1. Before using them on Canada's equipment or sending them to Canada, the Contractor must use a regularly updated product to scan electronically all electronic media used to perform the Work for computer viruses and other coding intended to cause malfunctions. The Contractor must notify Canada if any electronic media used for the Work are found to contain computer viruses or other coding intended to cause malfunctions.
2. If magnetically recorded information or documentation is damaged or lost while in the Contractor's care or at any time before it is delivered to Canada in accordance with the Contract, including accidental erasure, the Contractor must immediately replace it at its own expense.

C.10 Identification protocol responsibilities

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

1. Contractor Representatives who attend a Government of Canada meeting (whether internal or external to Canada's offices) must identify themselves as Contractor Representatives prior to the commencement of the meeting, to ensure that each meeting participant is aware of the fact that the individual is not an employee of the Government of Canada;
2. During the performance of any Work at a Government of Canada site, each Contractor Representative must be clearly identified at all times as being a Contractor Representative; and
3. If a Contractor 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 Contractor 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 Contractor is in breach of any obligation stated in this Article, upon written notice from Canada the Contractor must submit a written action plan describing 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 and 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.

C.11 Dispute resolution

1. The parties agree to maintain open and honest communication about the Work throughout and after the performance of the contract.
2. 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.
3. 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.
4. Options of alternative dispute resolution services can be found at Dispute Resolution (CanadaBuys).

C.12 Liquidated damages (if applicable)

(Note: Applicable only when a set-aside is being used)

1. The Contractor acknowledges and agrees that the Contract was awarded based on the Contractor’s certification that it meets all requirements of the applicable Government of Canada set-aside program. The Contractor must maintain compliance with all applicable set-aside requirements throughout the Contract Period.
2. With respect to the relationship among the members of the joint venture Contractor, each member agrees, represents and warrants (as applicable) that:
   1. Calculation Basis. Liquidated damages shall be calculated based on an assumed profit margin of sixteen percent (16%), with non-compliance deemed to commence from the time of Contract award. The calculation shall apply both to (i) the combined amount of all invoices paid by Canada and/or (ii) the value of any work delivered, inspected, and accepted by Canada for which payment has not been rendered.
   2. Downward Adjustments. Within fifteen (15) calendar days of receipt of written notice of non-compliance from Canada, the Contractor may submit evidence establishing its actual profit margin and the actual period of non-compliance. In the event that such evidence shows that either (i) the Contractor’s actual profit margin is less than sixteen percent (16%) and/or (ii) the actual period of non-compliance is less than the assumed duration, Canada may, in its sole discretion, adjust the liquidated damages downward. Notwithstanding any submission of evidence from the Contractor, Canada shall have no obligation to accept or rely upon such evidence if, in its sole discretion, the evidence is not reliable.
3. Payment of such liquidated damages is due within thirty (30) calendar days after the Contractor’s receipt of written notice of non-compliance from Canada.
4. The parties agree a payment of liquidated damages subject to the above conditions is fair, reasonable and necessary to protect Canada’s legitimate interests in advancing socio-economic objectives through set-aside programs and is a bona fide estimate of the loss suffered by Canada due to the Contractor’s non-compliance with any requirement of the set-aside program. The parties further agree the liquidated damages are not intended to be, nor should be interpreted as, a penalty.
5. Canada will have the right to hold back, drawback, deduct or set off from and against any amounts of any monies owing at any time by Canada to the Contractor under this or any other current contract in relation to any liquidated damages owing and unpaid under this section.
6. Nothing in this section must be interpreted as limiting the rights and remedies which Canada may otherwise have under the Contract or in law, including, without limitation, the right to terminate the Contract for default.

C.13 Representations and warranties

The Contractor made statements regarding its own and its proposed resources experience and expertise in its bid that resulted in the award of the Contract [and issuance of TA’s]. The Contractor represents and warrants that all those statements are true and acknowledges that Canada relied on those statements in awarding the Contract [and adding work to it through TA’s]. The Contractor also represents and warrants that it has, and all its resources and subcontractors that perform the Work have, and at all times during the Contract Period they will have and maintain, the skills, qualifications, expertise and experience necessary to perform and manage the Work in accordance with the Contract, and that the Contractor (and any resources or subcontractors it uses) has previously performed similar services for other clients.

D. Streams and minimum mandatory resource requirements

When applicable, each individual proposed with a university degree or college diploma, must possess, at a minimum, a certificate from a recognized Canadian university or college, or the equivalent as established by a recognized Canadian academic credentials assessment service, if obtained outside Canada. The list of recognized organizations can be found under the Canadian Information Centre for International Credentials website.

The experience of the proposed resources must be clearly identified by providing a summary/description of the previous projects/work experience and indicating when the work was carried out. In the case where the timelines of two or more projects or experience overlap, the duration of time common to each project/experience will not be counted more than once

These requirements cover the following work-streams.