Learning Services Supply Arrangement

Table of contents

1. Supply Arrangement
   1. Arrangement
   2. Security Requirement
   3. Standard Clauses and Conditions
   4. Term of Supply Arrangement
   5. Authorities
   6. Identified Users
   7. Priority of Documents
   8. Certifications
   9. Applicable Laws
   10. Conditions of Holding a Supply Arrangement
   11. Administration of Supply Arrangement
   12. Vendor Performance
   13. Aboriginal Business Certification
   14. Insurance
   15. Environmental Considerations
2. Model Bid Solicitation
   1. Bid Solicitation Documents
   2. Bid Solicitation Process
3. Resulting Contract Clauses
   • Annex "A" Requirements for Services
   • Annex "B" Generic Security Requirements Check Lists
   • Annex "C" Insurance Requirements
   • Annex "H" Quarterly Usage Report Instructions
   • Annex "I" Client Satisfaction Form

A. Supply Arrangement

1. Arrangement

• The Supply Arrangement covers the Work described in Annex "A" Requirements for Services

2. Security Requirement

1. The requirements to be procured under this Supply Arrangement may be subject to security requirements. Each Contract will identify which SRCL will apply to that contract.
2. PWGSC has put in place a number of pre–approved Security Requirement Check Lists (SRCL), which PWGSC anticipates will satisfy most security requirements associated with individual requirements, and may be referred to, as required, in an individual contract awarded under the Supply Arrangement framework. PWGSC may at any time add additional pre–approved SRCLs.
3. These pre–approved SRCLs may not meet the needs of some Identified Users for some requirements; in such cases, a unique SRCL fully describing the security requirements will be included in the documentation associated with that individual contract.
4. The Supplier must hold the following minimum security requirement in order to remain a Supplier. The Supply Arrangement Authority may verify the Supplier’s security clearance with the Canadian Industrial Security Directorate (CISD), PWGSC at any time during the life of the Supply Arrangement.

Security Requirement for Canadian Supplier:
PWGSC File # E60ZH-070003/F

1. The Contractor / Offeror / Supplier must, at all times during the performance of the Contract/ Standing Offer/Supply Arrangement, hold a valid Designated Organization Screening (DOS), issued by the Canadian Industrial Security Directorate (CISD), Public Works and Government Services Canada (PWGSC).
2. The Contractor / Offeror / Supplier personnel requiring access to PROTECTED information, assets or sensitive work site(s) must EACH hold a valid RELIABILITY STATUS, granted or approved by CISD/PWGSC.
3. The Contractor / Offeror / Supplier MUST NOT remove any PROTECTED information or assets from the identified work site(s), and the Contractor/ Offeror /Supplier must ensure that its personnel are made aware of and comply with this restriction.
4. Subcontracts which contain security requirements are NOT to be awarded without the prior written permission of CISD/PWGSC.
5. The Contractor/ Offeror /Supplier must comply with the provisions of the:
   1. Security Requirements Check List and security guide (if applicable), attached at Annex "B";
   2. Industrial Security Manual (Latest Edition).

[Note to suppliers: In the case of Joint Ventures or Amalgamations, the highest level of corporate security attainable through CISD of PWGSC is the lowest level held by any single member of the JV or amalgamation. For example: a Joint Venture with five (5) members is comprised of four members holding a valid Facility Security Clearance (FSC) at the Secret level and one member holding a valid Designated Organization Screening (DOS). The highest corporate security level for which the Joint Venture would be considered under this SA framework would be DOS, until such time as the member holding a valid DOS clearance has requested sponsorship via the Supply Arrangement Authority and obtained a valid FSC at the secret level issued by CISD.]

Additional security checks may be conducted by the Identified User

3. Standard Clauses and Conditions

• All clauses and conditions identified in the Supply Arrangement and Resulting Contract(s) by title, number and date are set out in the Standard Acquisition Clauses and Conditions Manual issued by Public works and Government Services Canada (PWGSC) website.

3.1 General Conditions

• 2020 (2014-03-01) General Conditions – Supply Arrangement – Goods or Services, apply to and form part of the Supply Arrangement.

3.2 Supply Arrangement Reporting

1. The “Active” Supplier must compile and maintain records on its provision of services to the federal government under contracts resulting from the Supply Arrangement. This data must include all purchases paid for by a Government of Canada Acquisitions Card. The data must be submitted on a quarterly basis to the Public Works and Government Services Canada Supply Arrangement Authority.
2. The Quarterly periods are defined as follows:

   Quarter	Period to be Covered	Due on or before
   1st	April 1 to June 30	July 15
   2nd	July 1 to September 30	October 15
   3rd	October 1 to December 31	January 15
   4th	January 1 to March 31	April 15

3. Electronic reports must be completed and forwarded to the Supply Arrangement Authority no later than 15 calendar days after the end of the quarterly period. An electronic version of the form in Excel spreadsheet format will be provided to the Supplier electronically by the Supply Arrangement Authority. Each quarterly usage report must be submitted using the electronic template available for download from the Learning Services website (see Annex "H" for a sample QUR).
4. All data fields of the report must be completed as requested. If some data is not available, the reason must be indicated in the report. If no services are provided during a given period, the Supplier must still provide a “NIL” report.
5. Failure to provide fully completed reports in accordance with the above instructions may result in the setting aside of the Supply Arrangement and the application of a vendor performance corrective measure.

4. Terms of Supply Arrangement

4.1 Period of the Supply Arrangement

• The period for awarding contracts under the Supply Arrangement is from date of issuance of the SA to May 31, 2016.

4.2 Supply Arrangement Renewal

1. Notice: The RFSA Renewal will be subject to an open competition posted on the Government Electronic Tendering Service (GETS).

   PWGSC may issue a RFSA Renewal on an annual basis. Each RFSA Renewal may contain a technical component, a financial component and a certification component.

2. Evolving Requirements: PWGSC may during any Renewal process add new and(or) remove and (or) modify existing Categories of Personnel and (or) Streams.

5. Authorities

5.1 Supply Arrangement Authority

The Supply Arrangement Authority is:

• Name: Jean-Sébastien Deslauriers
  Title: Supply Team Leader
  Department: Public Works and Government Services Canada
  Branch: Acquisitions Branch
  Directorate: Professional Services Procurement Directorate
  Address: 11 Laurier Street, Gatineau, QC K1A 0K5
• Telephone: 819–934–1423
  Facsimile: 819–956–1432
  E–mail address: jean-sebastien.deslauriers@tpsgc-pwgsc.gc.ca

The Supply Arrangement Authority is responsible for the issuance of the Supply Arrangement, its administration and its revision, if applicable.

5.2 Supplier’s Representative

1. This individual is the central point of contact within the Supplier for all matters pertaining to this Supply Arrangement. The Supplier confirms that this individual has the authority to bind the Supplier. It is the Supplier’s sole responsibility to ensure that the information related to the Supplier Representative is correct and to inform the SA Authority of any change to it.

   Name:
   Title:
   Telephone:
   Facsimile:
   Address:
   Email:

   [Note to Supplier: This information is as per your arrangement and is available to Clients via the Centralized Professional Services System (CPSS) website]

2. The Supplier’s Representative may delegate to another individual to represent the Supplier for administrative and technical purposes under any contract resulting from this Supply Arrangement.

6. Identified Users

1. The Identified Users include any government department, agency, or Crown Corporations listed in Schedules I, I.1, II, III, IV and V of the Financial Administration Act, R.S.C.1985, c. F–11. and any other party for which the 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.
2. Canada may, at any time, withdraw authority from any of the Identified Users to use the Supply Arrangement.

7. 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 Supply Arrangement;
2. the general conditions 2020 (2014-03-01), General Conditions – Supply Arrangement – Goods or Services;
3. Annex A, Requirements for Services;
4. Annex B, Generic Security Requirement Check Lists;
5. Annex C, Insurance Requirements; and
6. the Supplier’s arrangement dated _________

8. Certifications

8.1 Compliance

• Compliance with the certifications provided by the Supplier in the arrangement is a condition of the Supply Arrangement (SA) and subject to verification by Canada during the term of the SA and of any resulting contract that would continue beyond the period of the SA. 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 has the right to terminate any resulting contract for default and suspend or cancel the SA.

9. Applicable Laws

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

10. Conditions of Holding a Supply Arrangement

1. The Supplier must continue to meet all the qualification requirements related to the Supply Arrangement during the entire period of the Supply arrangement. Any certification provided by the Supplier must be true on the date of the issuance of the Supply arrangement and remain true throughout the period of the Supply Arrangement. The Supplier must immediately notify the Supply Arrangement Authority of any change to their status if it no longer meets any of the qualification requirements of the Supply Arrangement.
2. The Supplier or its subcontractors, as applicable, will not publish or make available any promotional/marketing literature associated in any way with this Supply Arrangement without the prior approval of the Supply Arrangement Authority;
3. The Supplier must obtain and maintain all permits, licences and certificates of approval required by any applicable federal, provincial or municipal legislation that are required to perform any resulting contracts and pay any charges imposed by such legislation or regulations. Upon request, the Supplier must provide a copy of any such permit, licence, or certificate to the Contracting Authority.

11. Administration of Supply Arrangement

1. PWGSC may require a Supplier to confirm its qualification at any time. For example, the SA Authority may require an Supplier to provide evidence that:
   1. the insurance it carries continues to meet the requirements of RFSA E60ZH–070003/F;
   2. it continues to hold the necessary security clearance;
   3. it continues to have the financial capability;
   4. it continues to have the technical ability and experience required to deliver the Services for which it is qualified;
   5. the JV membership remains as stated in the Supply Arrangement.
2. If the Supplier no longer meets any of the requirements for qualification, or within 10 working days of a request by the Supply Arrangement Authority is unwilling or unable to provide evidence acceptable to the Supply Arrangement Authority that it continues to meet any such requirements, Canada may, at its discretion:
   1. suspend authority for the use of the Supply Arrangement until the Supplier has demonstrated, to the satisfaction of Canada, that it meets the requirements in respect of which it has been found deficient. During this time, no contracts will be made under the Supply Arrangement;
   2. suspend authority for the use of specific Streams, Categories of Personnel and/or Regions of the Supply Arrangement until the Supplier has demonstrated, to the satisfaction of Canada, that it meets the requirements in respect of which it has been found deficient. During this time, no contracts will be made under the Supply Arrangement for those Streams, Categories of Personnel and/or Regions; or
   3. cancel the Supply Arrangement for its remaining period and in its entirety.

12. Vendor Performance

1. Canada may verify compliance with the conditions of the Supply Arrangement at any time during the Supply Arrangement and failure to meet any of these conditions constitutes grounds for the suspension and/or cancellation of this Supply Arrangement.
2. The following is not an exhaustive list of examples of situations which may result in the suspension and/or cancellation of this Supply Arrangement, which include:
   1. Late deliveries;
   2. Failure to submit complete and accurate Quarterly Usage Reports within the required time frames;
   3. Violation of any of the specific terms and conditions detailed in the Supply Arrangement (e.g. failure to meet the minimum RFSA requirements, failure to respect the contract, etc.);
   4. Canada has terminated any contract resulting from the Supply Arrangement for default;
   5. Canada has imposed measures on the Supplier under the PWGSC Vendor Performance Policy (or such similar policy as may be in place from time to time);
   6. Distribution or publication of information that conflicts with any aspect of the terms and conditions, pricing, or availability of systems currently listed in this Supply Arrangement;
   7. Canada has documented an instance of poor performance under contracts awarded issued against the Supply Arrangement. An instance of poor performance may include, but is not limited to, failed delivery of reports or services including the required number of skilled resources, lack of timely notification given to the PWGSC Supply Arrangement Authority of changes in the Supplier’s Authorized Representative, insurance coverage or security status, or non–compliance with invoicing procedures.
3. Suspension or cancellation of the Supply Arrangement does not affect the right of Canada to pursue other remedies or measures that may be available.
4. The Supplier acknowledges that Canada may publish information regarding the status of the Supplier’s Arrangement, including the suspension or cancellation of the Supplier’s Supply Arrangement.
5. The Supplier acknowledges that Canada will implement an Assessment Framework for Learning Services Applicable to Identified Users and Suppliers which is part of the commitment of PWGSC to enhance the integrity, transparency and efficiency of the government contracting process, the use of automated procurement tools developed for Identified Users, which is subject to ongoing assessment. Results from an assessment could also lead to Sanctions, e.g. loss of access by a Identified User; or a Supply Arrangement is cancelled.

13. Aboriginal Business Certification (if applicable)

1. The Supplier warrants that its certification of compliance is accurate and complete and in accordance with the "Requirements for the Set–aside Program for Aboriginal Business" detailed in Annex 9.4 of the Supply Manual.
2. The Supplier must keep proper records and documentation relating to the accuracy of the certification provided to Canada. The Contractor must obtain the written consent of the Contracting Authority before disposing of any such records or documentation before the expiration of six (6) years after final payment under the Contract, or until settlement of all outstanding claims and disputes, under the Contract, whichever is later. All such records and documentation must at all times during the retention period be open to audit by the representatives of Canada, who may make copies and take extracts. The Supplier must provide all reasonably required facilities for any audits.
3. Nothing in this clause must be interpreted as limiting the rights and remedies which Canada may otherwise have pursuant to the Contract.

14. Insurance

1. The Supplier must comply with the insurance requirements specified in Annex F. The Supplier must maintain the required insurance coverage for the duration of the Supply Arrangement. Compliance with the insurance requirements does not release the Supplier from or reduce its liability under the Supply Arrangement.
2. The Supplier is responsible for deciding if additional insurance coverage is necessary to fulfill its obligation under the Supply Arrangement 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.
3. The Supplier must forward to the Supply Arrangement Authority within ten (10) days after the date of award of the Supply Arrangement, 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 Supply Arrangement Authority, forward to Canada a certified true copy of all applicable insurance policies.

15. Environmental Considerations

• As of April 2006, the Government of Canada issued a 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. The environmental impact assessment of a product and/or service considers the whole life cycle of the product and/or service. Hence, in the near future, all government procurement will include more demanding environmental criteria to encourage product/service Suppliers to improve their operations to reduce their negative impact on the environment.

15.1 Environmental Properties Behaviour Recommended

• 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 Project Authority.
• Printed material is requested on minimum recycled content of 30% and/or certified as originating from a sustainably managed forest.
• Recycle unneeded printed documents (in accordance with Security Requirements).
• Travel requirements:
• Project Authority is encouraged to use video and/or teleconferencing where possible to cut down unnecessary travel.
• Use of Properties with Environmental Ratings: Contractors to the Government of Canada may access the PWGSC Accommodation directory, which includes Eco–Rated properties. When searching for accommodation, contractors can follow link and search for properties with Environmental Ratings, identified by Green Keys or Green Leafs that will honour the pricing for contractors:
• Use of public/green transit where feasible.

B. Model Bid Solicitation

1. Bid Solicitation Documents

1. Canada will use the bid solicitation template 2T–HIGH1 available in the Standard Acquisition Clauses and Conditions Manual based on the estimated dollar value and complexity of the requirement.
2. The bid solicitation will contain as a minimum the following:
   1. security requirements (if applicable);
   2. a complete description of the Work to be performed;
   3. 2003, Standard Instructions – Goods or Services – Competitive Requirements; OR 2004, Standard Instructions – Goods or Services – Non–competitive Requirements;
   4. bid preparation instructions;
   5. instructions for the submission of bids (address for submission of bids, bid closing date and time);
   6. evaluation procedures and basis of selection;
   7. financial capability (if applicable);
   8. Certifications;
   9. conditions of the resulting contract.

2. Bid Solicitation Process

1. Bids will be solicited for specific requirements within the scope of the Supply Arrangement (SA) from qualified active suppliers who have been issued a SA.
2. The bid solicitation will be posted on the Government Electronic Tendering Service (GETS) (or as applicable with a GoC web–based electronic procurement tool) or will be sent directly to supplier.
   1. Multiple Arrangements Exist:

      Multiple Supply Arrangements have been issued for this requirement. Bids will be solicited in accordance with the processes described below within the specified monetary limitations. Each Contract issued as a result of a bid solicitation under the Supply Arrangement results in a separate contract between Canada and the Supplier.

3. Generation of List of Eligible Suppliers

   Identified Users will use the Government of Canada’s search engine to a list of Eligible Suppliers (List) for their requirement using search criteria, such as: Regions, Metropolitans, Security, Category of Personnel, and Level of Expertise. The List will include Suppliers meeting all the search criteria and possessing the necessary security clearance. The List will be available to the Identified User for Bid Solicitation issuance and may be revised over time to reflect changes in the status of any Supplier.

   1. Consolidation of Requirements: Canada may consolidate requirements across Identified Users and issue Bid Solicitations and award Contracts on a periodic basis to receive best or better pricing.
   2. Multiple Contracts: Canada may issue bid solicitations where we will award more than one contract.
4. Overview of Bid Solicitation Process
   1. Bid Solicitations: Bid solicitations will be issued using PWGSC Form 9400–3 or electronic document.

      The Identified User may cancel the bid solicitation process at any time and reissue the same or a similar bid solicitation process thereafter.

   2. Issuance of Contracts: Contracts will be issued using PWGSC Form 9400–4 or electronic document.
   3. Identification of Contract Authorities: Provided an Identified User has the legal authority to contract, it may choose to permit a procurement representative to award contracts under this SA in accordance with the Contract Limitations described below. It is anticipated that the majority of Tier 1 contracts will be managed by the Identified Users. It is anticipated that the majority of Tier 2 contracts will be managed by PWGSC.
   4. Tier 1 Task Based Contract Limitations: Canada may compete work and award contracts to Qualified Active Suppliers in accordance with the following:

1. Requirement valued below $25,000 (GST/HST included):
   For requirements under $25,000 (GST/HST inc), in accordance with Government Contracting Regulations Identified Users may direct a contract to an eligible Supplier

   Requirement valued up to the NAFTA threshold:
   Identified Users will select in accordance with the Government Contracting Regulations the number of suppliers to be invited and the number of calendar days the invited suppliers will have to provide a proposal in response to the bid solicitation. Suppliers may be invited using either e–mail or GETS.

2. Requirement valued greater than the NAFTA threshold but less than or equal to $2M:
   A minimum of fifteen (15) Tier 1 Qualified Active Suppliers must be invited (using e–mail or GETS) to submit a proposal in response to a bid solicitation. A Notice of Proposed Procurement (NPP) will be posted on GETS for all requirements. Suppliers may be invited using either e–mail or GETS.

   The minimum 15 suppliers are to include: five (5) randomly selected Suppliers selected by the Centralized Professional Services System (CPSS).

   As a minimum, invited suppliers will be given a minimum of fifteen (15) calendar days to submit a proposal in response to a bid solicitation. The time limit for bidding may be extended based upon the complexity of the requirement.

3. Tier 2 Task Based Contract Limitations:
   Canada may compete work and award contracts to Qualified Active Suppliers in accordance with the following:
   1. Requirement valued greater than $2M (Tier 2):
      Canada will invite all Tier 2 Qualified Active Suppliers (using e–mail or GETS) to submit a proposal in response to a bid solicitation. A Notice of Proposed Procurement (NPP) will be posted on GETS for all requirements. Suppliers may be invited using either e–mail or GETS.
   2. Minimum Bidding Period:
      As a minimum, each Tier 2 SA Bid Solicitation issued under this SA framework will provide Qualified Active Suppliers with a minimum of 20 days to respond. The time limit for bidding may be extended based upon the complexity of the requirement.

C. Resulting Contract Clauses

General

1. The conditions of any contract awarded under the Supply Arrangement will be in accordance with the resulting contract clauses of the template used for the bid solicitation.
2. For any contract to be awarded using:
   1. 2T–LDV1 (for low dollar value requirements), general conditions 2029 will apply to the resulting contract;
   2. 2T–MED1 (for medium complexity requirements), general conditions 2010C will apply to the resulting contract
   3. 2T–HIGH1 (for higher complexity requirements), general conditions 2035 will apply to the resulting contract;

The above templates are set out in the Standard Acquisition Clauses and Conditions Manual issued by Public Works and Government Services Canada.