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ARCHIVED General Conditions - Standing Offers - Goods or Services

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2005 01 (2015-07-03) Interpretation

In the Standing Offer, unless the context otherwise requires,

“Administrative Agreement”
is a negotiated agreement with the Minister of PWGS as provided for in the Ineligibility and Suspension Policy.
“Affiliate”
is a person, including, but not limited to, organizations, bodies corporate, societies, companies, firms, partnerships, associations of persons, parent companies or subsidiaries, whether partly or wholly-owned, as well as individuals, directors, officers and key employees if:
  1. one controls or has the power to control the other, or
  2. a third party has the power to control both.
"Call-up"
means an order issued by an Identified User duly authorized to issue a call-up against a particular standing offer. Issuance of a call-up to the Offeror constitutes acceptance of its offer and results in the creation of a contract between Her Majesty the Queen in right of Canada and the Offeror for the goods, services or both described in the Call-up;
"Canada", "Crown", "Her Majesty" or "the Government"
means Her Majesty the Queen in right of Canada as represented by the Minister of Public Works and Government Services and any other person duly authorized to act on behalf of that Minister.
“Control”
means:
  1. direct control, such as where:
    1. a person controls a body corporate if securities of the body corporate to which are attached more than 50 percent of the votes that may be cast to elect directors of the body corporate are beneficially owned by the person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;
    2. a person controls a corporation that is organized on a cooperative basis if the person and all of the entities controlled by the person have the right to exercise more than 50 percent of the votes that may be cast at an annual meeting or to elect the majority of the directors of the corporation;
    3. a person controls an unincorporated entity, other than a limited partnership, if more than 50 percent of the ownership interests, however designated, into which the entity is divided are beneficially owned by that person and the person is able to direct the business and affairs of the entity;
    4. the general partner of a limited partnership controls the limited partnership; and
    5. a person controls an entity if the person has any direct or indirect influence that, if exercised, would result in control in fact of the entity.
  2. deemed control, such as where:
    a person who controls an entity is deemed to control any entity that is controlled, or deemed to be controlled, by the entity
  3. indirect control, such as where:
    a person is deemed to control, within the meaning of paragraph (a) or (b), an entity where the aggregate of:
    1. any securities of the entity that are beneficially owned by that person, and
    2. any securities of the entity that are beneficially owned by any entity controlled by that person
    is such that, if that person and all of the entities referred to in paragraph (c)(ii) that beneficially own securities of the entity were one person, that person would control the entity.
"Government Property"
means anything supplied to the Offeror by or on behalf of Canada for the purposes of performing the Contract and anything acquired by the Offeror in any manner in connection with the Work, the cost of which is paid by Canada under the Contract;
"Identified User"
means a person or entity identified in the Standing Offer and authorized by the Standing Offer Authority to make call-ups against the Standing Offer;
“Ineligibility”
means a person not eligible to contract with Canada;
"Offeror"
means the person or entity whose name appears on the signature page of the Standing Offer and who offers to provide goods, services or both to Canada under the Standing Offer;
"Standing Offer"
means the written offer from the Offeror, the clauses and conditions set out in full text or incorporated by reference from the Standard Acquisition Clauses and Conditions Manual, these general conditions, annexes and any other document specified or referred to as forming part of the Standing Offer;
"Standing Offer Authority"
means the person designated as such in the Standing Offer, or by notice to the Offeror, to act as the representative of Canada in the management of the Standing Offer. The Standing Offer Authority will issue a document called "Standing Offer and Call-up Authority" to authorize Identified Users to make call-ups against the Standing Offer and to notify the Offeror that authority to make call-ups against the Standing Offer has been given to Identified Users.
“Suspension”
means a determination of temporary ineligibility by the Minister of PWGS.

2005 02 (2006-08-15) General

The Offeror acknowledges that a standing offer is not a contract and that the issuance of a Standing Offer and Call-up Authority does not oblige or commit Canada to procure or contract for any goods, services or both listed in the Standing Offer. The Offeror understands and agrees that Canada has the right to procure the goods, services or both specified in the Standing Offer by means of any other contract, standing offer or contracting method.

2005 03 (2007-05-25) Standard Conditions and Clauses

Pursuant to the Department of Public Works and Government Services Act, S.C. 1996, c.16, the clauses and conditions identified in the Standing Offer by number, date and title are incorporated by reference and form part of the Standing Offer and any contract resulting from the Standing Offer as though expressly set out in the Standing Offer and resulting contract.

2005 04 (2014-09-25) Offer

  1. The Offeror offers to provide and deliver to Canada the goods, services or both described in the Standing Offer, in accordance with the pricing set out in the Standing Offer if and when the Identified User may request such goods, services or both, in accordance with the conditions listed at subsection 2 below.
  2. The Offeror understands and agrees that:
    1. a call-up against the Standing Offer will form a contract only for those goods, services, or both, which have been called-up, provided that such Call-up is made in accordance with the provisions of the Standing Offer;
    2. Canada's liability is limited to that which arises from call-ups against the Standing Offer made within the period specified in the Standing Offer;
    3. Canada may require that the purchase of goods, services or both listed in the Standing Offer be made using an electronic purchasing tool. Canada will provide the Offeror at least three months' notice before imposing such a requirement;
    4. the Standing Offer cannot be assigned or transferred in whole or in part;
    5. the Standing Offer may be set aside by Canada at any time.

2005 05 (2006-08-15) Call-ups

If applicable, Identified Users will use the form specified in the Standing Offer to order goods, services or both. Goods, services or both may also be ordered by other methods such as telephone, facsimile or electronic means. With the exception of call-ups paid for with a Government of Canada acquisition card (credit card), call-ups made by telephone must be confirmed in writing on the document specified in the Standing Offer.

Call-ups against the Standing Offer paid for with the Government of Canada acquisition card (credit card) at point of sale must be accorded the same prices and conditions as any other Call-up.

2005 06 (2014-09-25) Withdrawal

In the event that the Offeror wishes to withdraw the Standing Offer after authority to call-up against the Standing Offer has been given, the Offeror must provide no less than 30 days' written notice to the Standing Offer Authority, unless specified otherwise in the Standing Offer. The 30 days' period will start upon receipt of the notification by the Standing Offer Authority and the withdrawal will be effective at the expiry of that period. The Offeror must fulfill any and all call-ups which are made before the expiry of that period.

2005 07 (2006-08-15) Revision

The period of the Standing Offer may only be extended, or its usage increased, by the Standing Offer Authority issuing a revision to the Standing Offer in writing.

2005 08 (2011-05-16) Joint Venture

If the Offeror is a joint venture, the Offeror agrees that all members of the joint venture are jointly and severally or solidarily liable for the performance of any contract resulting from the Standing Offer. If the membership of a joint venture changes, the Standing Offer will be set aside by Canada.

2005 09 (2012-07-16) Disclosure of Information

The Offeror agrees to the disclosure of its standing offer unit prices or rates by Canada, and further agrees that it will have no right to claim against Canada, the Identified User, their employees, agents or servants, in relation to such disclosure.

2005 10 (2011-05-16) Publication of Standing Offer Information

  1. The Offeror agrees that Canada may publish certain information related to the Standing Offer or a catalogue. The Offeror agrees to the disclosure of the following information included in the Standing Offer:
    1. the conditions of the Standing Offer;
    2. the Offeror's procurement business number, its name, the name, address, telephone number, fax number and e-mail address of its representative;
    3. the Offeror's profile and its level of security clearance;
    4. the Offeror's qualified domains of expertise or the categories for which the Offeror has qualified.
  2. Canada will not be liable for any errors, inconsistencies or omissions in any published information. If the Offeror identifies any error, inconsistency or omission, the Offeror agrees to notify the Standing Offer Authority immediately.

2005 11 (2015-07-03) Integrity Provisions - Standing Offer

  1. Statement
    1. The Offeror must comply with the Code of Conduct for Procurement and must comply with the terms set out in these Integrity Provisions.
    2. The Offeror confirms that it understands that convictions of certain offences, a false declaration in its offer, a false declaration under the Contract or failing to maintain up-to-date information requested may lead to the setting aside of the Standing Offer and a termination for default of any resulting contracts. If the Offeror or any of its Affiliates fail to remain free and clear of any convictions and any conditional or absolute discharges specified in these Integrity Provisions during the period of the Standing Offer and the period of any resulting contracts, Canada may, following a notice period, set aside the Standing Offer and terminate for default any resulting contracts. The Offeror understands that a termination for default will not restrict Canada’s right to exercise any other remedies that may be available against the Offeror and agrees to immediately return any advance payments.
  2. List of Names
    The Offeror must immediately inform Canada in writing of any changes affecting the list of names of directors and owners during the period of the Standing Offer and the period of any resulting contracts.
  3. Information Verification
    The Offeror certifies that it is aware, and its Affiliates are aware, that Canada may verify at any time during the period of the Standing Offer and any resulting contracts, the information provided by the Offeror, including the information relating to the acts or convictions and any conditional or absolute discharges specified in these Integrity Provisions. Canada may request additional information, validations from a qualified third party, consent forms and other evidentiary elements proving identity and eligibility to contract with Canada.
  4. Lobbying Act
    The Offeror certifies that neither it nor its Affiliates have directly or indirectly, paid or agreed to pay, and will not, directly or indirectly, pay a contingency fee to any individual for the solicitation, negotiation or obtaining of the Standing Offer and any call-ups made against the Standing Offer if the payment of the fee would require the individual to file a return under section 5 of the Lobbying Act.
  5. Canadian Offences Resulting in Legal Incapacity
    1. The Offeror has certified that neither it nor any of its Affiliates have been convicted of or have pleaded guilty to an offence under any of the following provisions, which result in legal incapacity under section 750(3) of the Criminal Code , and for which they have not been pardoned or received a record of discharge under the Canadian Pardons subsection:
      1. paragraph 80(1)(d) (False entry, certificate or return), subsection 80(2) (Fraud against Her Majesty) or section 154.01 (Fraud against Her Majesty) of the Financial Administration Act, or
      2. section 121 (Frauds on the government and Offeror subscribing to election fund), section 124 (Selling or Purchasing Office), section 380 (Fraud) for fraud committed against Her Majesty or section 418 (Selling defective stores to Her Majesty) of the Criminal Code, or
    2. The Offeror has not been convicted of or pleaded guilty to the offences described in paragraph (a) and has certified that it has not directed, influenced, authorized, assented to, acquiesced in or participated in the commission or omission of the acts or offences that would render that Affiliate ineligible to be issued a standing offer or to be awarded a contract under (a).
  6. Canadian Offences
    The Offeror has certified that:
    1. it and its Affiliates have not, in the last three years, from the standing offer issuance date, been convicted of or pleaded guilty to an offence under any of the following provisions for which it would be ineligible to be issued a standing offer or to be awarded a contract under these Integrity Provisions and for which they have not been pardoned or received a record of discharge under the Canadian Pardons subsection:
      1. section 119 (Bribery of judicial officers, etc), section 120 (Bribery of officers), section 346 (Extortion), sections 366 to 368 (Forgery and other offences resembling forgery), section 382 (Fraudulent manipulation of stock exchange transactions), section 382.1 (Prohibited insider trading), section 397 (Falsification of books and documents), section 422 (Criminal breach of contract), section 426 (Secret commissions), section 462.31 (Laundering proceeds of crime) or sections 467.11 to 467.13 (Participation in activities of criminal organization) of the Criminal Code, or
      2. section 45 (Conspiracies, agreements or arrangements between competitors), section 46 (Foreign directives), section 47 (Bid rigging), section 49 (Agreements or arrangements of federal financial institutions), section 52 (False or misleading representation), section 53 (Deceptive notice of winning a prize) of the Competition Act, or
      3. section 239 (False or deceptive statements) of the Income Tax Act, or
      4. section 327 (False or deceptive statements) of the Excise Tax Act, or
      5. section 3 (Bribing a foreign public official), section 4 (Accounting), or section 5 (Offence committed outside Canada) of the Corruption of Foreign Public Officials Act, or
      6. section 5 (Trafficking in substance), section 6 (Importing and exporting), or section 7 (Production of substance) of the Controlled Drugs and Substance Act, or
    2. the Offeror has not been convicted of or pleaded guilty to the offences described in paragraph (a) and has certified that it has not directed, influenced, authorized, assented to, acquiesced in or participated in the commission or omission of the acts or offences that would make that Affiliate ineligible to be issued a standing offer or to be awarded a contract.
  7. Foreign Offences
    The Offeror has certified that:
    1. it and its Affiliates have not, in the last three years, from the standing offer issuance date, been convicted of or pleaded guilty to an offence in a jurisdiction other than Canada of having committed an act or omission that would, in Canada’s opinion, be similar to an offence referenced in the Canadian Offences Resulting in Legal Incapacity and the Canadian Offences subsections and for which it would be ineligible to be issued a standing offer or to be awarded a contract under these Integrity Provisions and for which they have not been pardoned or received a record of discharge under the Foreign Pardons subsection:
      1. the court before which the Offeror or the Affiliate of the Offeror appeared acted within the court’s jurisdiction;
      2. the Offeror or the Affiliate of the Offeror appeared during the court’s proceedings or submitted to the court’s jurisdiction;
      3. the court’s decision was not obtained by fraud; and
      4. the Offeror or the Affiliate of the Offeror was entitled to present to the court every defence that the Offeror or the Affiliate of the Offeror would have been entitled to present had the proceeding been tried in Canada; or
    2. it has not been convicted of or pleaded guilty to the offences described in paragraph (a) and has certified that it has not directed, influenced, authorized, assented to, acquiesced in or participated in the commission or omission of the acts or offences that would render that Affiliate ineligible to be issued a standing offer or to be awarded a contract under (a).
  8. Ineligibility to be Issued a Standing Offer with Canada
    1. The Offeror confirms that it understands that if after the issuance of a standing offer they have been convicted of certain offences, as described in the Canadian Offences Resulting in Legal Incapacity, the Canadian Offences and the Foreign Offences subsections, they will be ineligible to be issued a standing offer or to be awarded a contract with Canada. If, after the issuance of the Standing Offer, an Offeror becomes ineligible to be issued a standing offer, Canada may, following a notice period, declare the Offeror to be ineligible and, to the extent that a standing offer has been issued:
      1. set-aside the Standing Offer; and
      2. terminate any resulting contracts for default; or
      3. require the Offeror to enter into an Administrative Agreement with the Minister of PWGS on such terms and conditions as are necessary to safeguard the integrity of the procurement process.
    2. The Offeror confirms that it understands that where its Affiliate has been convicted of certain offences, as described in the Canadian Offences Resulting in Legal Incapacity, the Canadian Offences and the Foreign Offences subsections, the Affiliate is ineligible to be issued a standing offer or to be awarded a contract with Canada. If, after the issuance of a standing offer, an Affiliate of an Offeror becomes ineligible to be issued a standing offer or to be awarded a contract with Canada, Canada may, following a notice period, declare the Offeror to be ineligible and, to the extent that a standing offer has been issued:
      1. set-aside the Standing Offer; and
      2. terminate any resulting contracts for default if, in the opinion of Canada, there is evidence that the Offeror directed, influenced, authorized, assented to, acquiesced in or participated in the commission or omission of certain acts or offences that make that Affiliate ineligible; or
      3. require the Offeror to enter into an Administrative Agreement with the Minister of PWGS on such terms and conditions as are necessary to safeguard the integrity of the procurement process.
    3. The Offeror confirms that it understands that where it has been declared to be ineligible to be issued a standing offer or to be awarded a contract with Canada under the Ineligibility and Suspension Policy, it is also ineligible to be issued a standing offer or to be awarded a contract with Canada under these Integrity Provisions for the duration of the period that has been determined by the Minister of PWGS. Where the Offeror has been declared to be ineligible under the Ineligibility and Suspension Policy after the issuance of the Standing Offer, Canada may, following a notice period:
      1. set-aside the Standing Offer; and
      2. terminate any resulting contracts for default; or
      3. require the Offeror to enter into an Administrative Agreement with the Minister of PWGS on such terms and conditions as are necessary to safeguard the integrity of the procurement process.
    4. The Offeror confirms that it understands that where it or its Affiliates have been held responsible for breaches under the Lobbying Act subsection, it is ineligible to be issued a standing offer or to be awarded a contract with Canada under these Integrity Provisions for the duration of the period that has been determined by the Minister of PWGS. Where the Offeror has been declared to be ineligible under the Ineligibility and Suspension Policy after the issuance of the Standing Offer, Canada may, following a notice period:
      1. set-aside the Standing Offer; and
      2. terminate any resulting contracts for default; or
      3. require the Offeror to enter into an Administrative Agreement with the Minister of PWGS on such terms and conditions as are necessary to safeguard the integrity of the procurement process.
  9. Declaration of Offences Committed
    The Offeror understands that it has a continuing obligation to immediately declare all convictions to Canada under the Canadian Offences Resulting in Legal Incapacity, the Canadian Offences and the Foreign Offences subsections.
  10. Period of Ineligibility
    The following rules determine the period for which an Offeror or its Affiliate that has been convicted of certain offences is, ineligible to be issued a standing offer or to be awarded a contract with Canada:
    1. for all offences referenced under the Canadian Offences Resulting in Legal Incapacity subsection for which an Offeror or its Affiliate has pleaded guilty to or has been convicted of, the period of ineligibility for the issuance of a standing offer or for contract award is indefinite, subject to the Canadian Pardons subsection;
    2. subject to an Administrative Agreement, for all offences referenced under the Canadian Offences and Foreign Offences subsections for which an Offeror or its Affiliate has pleaded guilty to or been convicted of, as the case may be, in the last three years, the period of ineligibility for the issuance of a standing offer or for contract award with Canada is ten years from the date of determination by the Minister of PWGS, subject to the Canadian Pardons and Foreign Pardons subsections;
    3. subject to an Administrative Agreement, for all breaches under the Lobbying Act subsection for which an Offeror or its Affiliate has been found responsible, in the last three years, the period of ineligibility for the issuance of a standing offer or for contract award with Canada is ten years from the date of determination by the Minister of PWGS.
  11. Canadian Pardons
    A determination of ineligibility for the issuance of a standing offer with Canada will not be made or maintained by the Minister of PWGS under these Integrity Provisions, in respect of an offence or act that gave rise or that could give rise to a determination of ineligibility, if the Offeror or its Affiliate has:
    1. been granted an absolute discharge in respect of the offence, or has been granted a conditional discharge in respect of the offence and those conditions have been satisfied;
    2. been granted a pardon under Her Majesty’s royal prerogative of mercy;
    3. been granted a pardon under section 748 of the Criminal Code;
    4. received a record of suspension ordered under the Criminal Records Act; and
    5. been granted a pardon under the Criminal Records Act, as that Act read immediately before the day section 165 of the Safe Streets and Communities Act comes into force.
  12. Foreign Pardons
    A determination of ineligibility for the issuance of a standing offer or for contract award with Canada will not be made or maintained, as the case may be, by the Minister of PWGS in respect of matters referenced in the Foreign Offences subsection and with respect to an offence or act that gave rise or will give rise to a determination of ineligibility, if the Offeror or its Affiliate, has at any time, benefited from foreign measures that are similar to Canadian pardons at the sole discretion of Canada, conditional discharges, absolute discharges, records of suspension, or restoration of legal capacities by the Governor in Council.
  13. Period of Ineligibility for Breaching Administrative Agreements
    The Offeror confirms that it understands that where it has concluded an Administrative Agreement and that it has breached any of its terms and conditions, the Minister of PWGS will lengthen the period of ineligibility for a period to be determined by the Minister of PWGS.
  14. Obligations on Subcontractors
    The Offeror confirms that it understands that to the extent that it relies on a Subcontractors(s) to perform the Contract, the Offeror will not enter into a subcontract with a company that has been convicted of or pleaded guilty or an Affiliate of the company has been convicted of or pleaded guilty, as the case may be, to any of the offences referenced in the Canadian Offences Resulting in Legal Incapacity, the Canadian Offences and the Foreign Offences subsections for which no pardon or equivalent has been received under the Canadian Pardons and Foreign Pardons subsections, without the prior written approval of the Minister of PWGS. Where the Offeror has entered into a contract with an ineligible Subcontractors and for which no prior written approval has been received by Canada, the Minister of PWGS will declare the Offeror to be ineligible to contract with Canada for a period of five years.

2005 12 (2012-07-16) Access to Information

Records created by the Offeror, and under the control of Canada, are subject to the Access to Information Act. The Offeror acknowledges the responsibilities of Canada under the Access to Information Act and must, to the extent possible, assist Canada in discharging these responsibilities. Furthermore, the Offeror acknowledges that section 67.1 of the Access to Information Act provides that any person, who destroys, alters, falsifies or conceals a record, or directs anyone to do so, with the intent of obstructing the right of access that is provided by the Access to Information Act is guilty of an offence and is liable to imprisonment or a fine, or both.

2005 13 (2014-09-25) Default by the Offeror

  1. If the Offeror is in default in carrying out any of its obligations under the Standing Offer, the Standing Offer Authority may, by giving written notice to the Offeror, set aside the standing offer. The set aside will take effect immediately or at the expiration of a cure period specified in the notice, if the Offeror has not cured the default to the satisfaction of the Standing Offer Authority within that cure period.
  2. If the Offeror becomes bankrupt or insolvent, or takes the benefit of any statute relating to bankrupt or insolvent debtors, or if a receiver is appointed under a debt instrument or a receiving order is made against the Offeror, or an order is made or a resolution passed for the winding-up of the Offeror, the Standing Offer Authority may, by giving written notice to the Offeror, immediately set aside the standing offer.