TABLE OF CONTENTS PART 1 - GENERAL …...2018/01/10 · 1.2.2 There are security requirements associated with this requirement. For additional information, For additional information,

Canada

Revenue Agency Agence du revenu du

Canada

Request for Supply Arrangement 1000334911

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TABLE OF CONTENTS

PART 1 - GENERAL INFORMATION .......................................................................................................................... 3

1.1 INTRODUCTION ..................................................................................................................................................... 3 1.2 SUMMARY ............................................................................................................................................................. 3 1.3 SECURITY REQUIREMENTS ................................................................................................................................. 4 1.4 DEBRIEFINGS........................................................................................................................................................ 4 1.5 OFFICE OF THE PROCUREMENT OMBUDSMAN (OPO)..................................................................................... 4

PART 2 - SUPPLIER INSTRUCTIONS ........................................................................................................................ 5

2.1 STANDARD INSTRUCTIONS, CLAUSES AND CONDITIONS ................................................................................. 5 2.2 SUBMISSION OF ARRANGEMENTS ...................................................................................................................... 8 2.3 FORMER PUBLIC SERVANT - NOTIFICATION ...................................................................................................... 8 2.4 ENQUIRIES - REQUEST FOR SUPPLY ARRANGEMENTS .................................................................................... 9 2.5 APPLICABLE LAWS ............................................................................................................................................... 9

PART 3 - ARRANGEMENT PREPARATION INSTRUCTIONS ..........................................................................10

3.1 ARRANGEMENT PREPARATION INSTRUCTIONS ...............................................................................................10 3.2 ADDITIONAL INFORMAITON ................................................................................................................................10

PART 4 - EVALUATION PROCEDURES AND BASIS OF SELECTION .........................................................12

4.1 EVALUATION PROCEDURES ..............................................................................................................................12 4.2 BASIS OF SELECTION.........................................................................................................................................12

PART 5 – EVALUATION CRITERIA ..........................................................................................................................15

5.1 TECHNICAL ARRANGEMENT ..............................................................................................................................15 5.2 FINANCIAL ARRANGEMENT...............................................................................................................................23 5.3 CERTIFICATIONS.................................................................................................................................................24

PART 6 - SUPPLY ARRANGEMENT AND RESULTING CONTRACT CLAUSES .......................................32

A. SUPPLY ARRANGEMENT...................................................................................................................................32

A-6.1 ARRANGEMENT...................................................................................................................................................32 A-6.2 SECURITY REQUIREMENTS ...............................................................................................................................32 A-6.3 STANDARD CLAUSES AND CONDITIONS...........................................................................................................34 A-6.4 TERM OF SUPPLY ARRANGEMENT ...................................................................................................................34 A-6.5 AUTHORITIES ......................................................................................................................................................34 A-6.6 ON-GOING OPPORTUNITY FOR QUALIFICATION ..............................................................................................35 A-6.7 PRIORITY OF DOCUMENTS ................................................................................................................................35 A-6.8 CERTIFICATIONS AND ADDITIONAL INFORMATION...........................................................................................36 A-6.9 APPLICABLE LAWS .............................................................................................................................................36

ANNEX "A" STATEMENT OF WORK .......................................................................................................................37

1.0 BACKGROUND.....................................................................................................................................................32 2.0 OBECTIVE ...........................................................................................................................................................32 3.0 RELEVANT DOCUMENTS....................................................................................................................................32 4.0 SCOPE.................................................................................................................................................................38 5.0 TASKS..................................................................................................................................................................38 6.0 CLIENT SUPPORT ...............................................................................................................................................39 7.0 DELIVERABLES ...................................................................................................................................................39

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8.0 CONSTRAINTS.....................................................................................................................................................39 9.0 WORK PLAN........................................................................................................................................................40 10.0 SCHEDULE ..........................................................................................................................................................40 11.0 ADDITIONAL INFORMATION ................................................................................................................................40

ANNEX B SECURITY REQUIREMENTS CHECKLIST .........................................................................................41

ANNEX C BASIS OF PAYMENT.................................................................................................................................45

B. ARRANGEMENT SOLICITATION ......................................................................................................................46

B-1.0 SUPPLIER SELECTION METHODOLOGY............................................................................................................46

C. RESULTING CONTRACT CLAUSES................................................................................................................48

C-1.0 REVISION OF DEPARTMENTAL NAME ...............................................................................................................48 C-2.0 AGENCY RESTRUCTURING ................................................................................................................................48 C-3.0 STANDARD CLAUSES AND CONDITIONS...........................................................................................................48 C-4.0 GENERAL CONDITIONS ......................................................................................................................................49 C-5.0 SUPPLEMENTAL GENERAL CONDITIONS..........................................................................................................49 C-6.0 SECURITY REQUIREMENT .................................................................................................................................49 C-7.0 SUPPLIER IDENTIFICATION PROTOCOL ............................................................................................................51 C-8.0 DELIVERY ............................................................................................................................................................52 C-9.0 INSPECTION AND ACCEPTANCE ........................................................................................................................52 C-10.0 PAYMENT PROCESS .........................................................................................................................................52 C-11.0 INVOICING INSTRUCTIONS ................................................................................................................................52 C-12.0 CERTIFICATIONS ...............................................................................................................................................53 C-13.0 APPLICABLE LAWS ............................................................................................................................................53 C-14.0 ALTERNATIVE DISPUTE RESOLUTION .............................................................................................................54 C-15.0 PROCUREMENT OMBUDSMAN..........................................................................................................................54 C-16.0 CONTRACT ADMINISTRATION...........................................................................................................................54

D. MODEL CONTRACT..............................................................................................................................................55

1.0 REQUIREMENT....................................................................................................................................................55 2.0 PERIOD OF CONTRACT ......................................................................................................................................55 3.0 OPTION TO EXTEND THE CONTRACT ...............................................................................................................55 4.0 OPTION TO PURCHASE ADDITIONAL QUANTITES OF THE GOODS, SERVICES, OR BOTH ...........................55 5.0 AUTHORITIES ......................................................................................................................................................55 6.0 WORK LOCATION ...............................................................................................................................................56 7.0 PRIORITY OF DOCUMENTS ................................................................................................................................56 8.0 BASIS OF PAYMENT ...........................................................................................................................................57

ANNEX D-1 STATEMENT OF WORK .......................................................................................................................58

ANNEX D-2 SECURITY REQUIREMENTS CHECKLIST .....................................................................................59

ANNEX D-3 LAPTOP RELEASE – CERTIFICATION FOR SAFEGUARDING OF PROTECTED INFORMATION AND ASSETS ....................................................................................................................................63

ANNEX D-4 CLAIMANT NOTIFICATION LETTER ................................................................................................65

ANNEX D-5 CONSULTANT AUTHORIZATION LETTER ....................................................................................66

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Part 1 - General Information 1.1 Introduction The Request for Supply Arrangements (RFSA) is divided into six parts and annexes, as follows: Part 1 General Information: provides a general description of the requirement; Part 2 Supplier Instructions: provides the instructions applicable to the clauses and conditions of the

RFSA; Part 3 Arrangement Preparation Instructions: provides Suppliers with instructions on how to prepare the

arrangement to address the evaluation criteria specified; Part 4 Evaluation Procedures and Basis of Selection: indicates how the evaluation will be conducted,

the evaluation criteria which must be addressed in the arrangement and the basis of selection; Part 5 Certifications and Additional Information: includes the certifications and additional information to

be provided; and Part 6 6A, Supply Arrangement, 6B, Arrangement Solicitation, 6C, Resulting Contract Clauses, and 6D

Model Contract:

6A, includes the Supply Arrangement (SA) with the applicable clauses and conditions; 6B, includes the instructions for the Arrangement Solicitation process within the scope of the SA; 6C, includes general information for the conditions which will apply to any contract entered into pursuant to the SA; 6D, Model Contract.

The Annexes include the Statement of Work, the Security Requirements Checklist and any other annexes. 1.2 Summary 1.2.1 The purpose of the Scientific Research and Experimental Development (SR&ED) program is to

provide tax credits on a timely basis to Canadian businesses that undertake SR&ED work in Canada as defined by the Income Tax Act. Tax credits are either non-refundable or refundable.

CRA is seeking to establish a supply arrangement to maintain a list of pre-qualified Consultants. The CRA requires the services of qualified Consultants on an "as and when requested" basis, authorized through individual contracts, to provide technical expertise and advice: a) on the eligibility of work claimed under the SR&ED program; or

b) on cases where a Notice of Objection (NOO), a formal objection of a notice of assessment,

has been received.

A supply arrangement (SA) is a non-binding arrangement between Canada and a pre-qualified supplier that allows a department or agency to award contracts and solicit bids from a pool of pre-qualified suppliers for specific requirements within the scope of the SA.

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An SA is not a contract for the provision of the goods and services described in it and neither party is legally bound, as a result of signing a supply arrangement alone. The intent of a supply arrangement is to establish a framework to permit expeditious processing of requirements.

1.2.2 There are security requirements associated with this requirement. For additional information,

consult Part 1 - General Information, Part 4 - Evaluation Procedures and Basis of Selection and Part 6A - Supply Arrangement.

1.3 Security Requirements

Before issuance of a supply arrangement, the Security Requirements listed in PART 4 - Evaluation Procedures and Basis of Selection, Step 2 – Conditions Precedent to SA Entry must be met.

1.4 Debriefings

Suppliers may request a debriefing on the results of the request for supply arrangements process. Suppliers should make the request to the Supply Arrangement Authority within 10 working days of receipt of the results of the request for supply arrangements process. The debriefing may be in writing, by telephone or in person.

1.5 Office of the Procurement Ombudsman (OPO)

The Office of the Procurement Ombudsman (OPO) was established by the Government of Canada to provide an independent avenue for suppliers to raise complaints regarding the award of contracts under $25,000 for goods and under $100,000 for services. If you have issues or concerns regarding the solicitation, you have the option of raising them with the CRA, or, you may have the option of raising them with the OPO depending upon the nature of the complaint. You may contact the OPO by telephone at 1-866-734-5169 or by e-mail at [email protected]. You can also obtain more information on the OPO services available to you at their website at www.opo-boa.gc.ca

mailto:[email protected]

http://www.opo-boa.gc.ca/

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Part 2 - Supplier Instructions 2.1 Standard Instructions, Clauses and Conditions All instructions, clauses and conditions identified in the Request for Supply Arrangements (RFSA) by number, date and title are set out in the Standard Acquisition Clauses and Conditions Manual https://buyandsell.gc.ca/policy-and-guidelines/standard-acquisition-clauses-and-conditions-manual) issued by Public Works and Government Services Canada. Suppliers who submit an Arrangement agree to be bound by the instructions, clauses and conditions of the RFSA and accept the clauses and conditions of the Supply Arrangement and resulting contract(s). The 2008 (2017-04-27) Standard Instructions - Request for Supply Arrangements - Goods or Services, are incorporated by reference into and form part of the RFSA and are revised as follows. Section 01 titled “Integrity Provisions– arrangement”, is deleted in its entirety and replaced with the following:

1. The Supplier Integrity Directive (SID) dated May 24, 2016, is incorporated by reference into, and forms a binding part of the Request for Supply Arrangements. The Supplier must comply with the SID, which can be found on the Canada Revenue Agency’s website at http://www.cra-arc.gc.ca/gncy/prcrmnt/menu-eng.html.

2. Under the SID, charges and convictions of certain offences against a Supplier, its affiliates or first tier subcontractors, and other circumstances, will or may result in a determination by Public Works and Government Services Canada (PWGSC) 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 contained in PWGSC’s Integrity Database. The SID describes how enquiries can be made regarding the ineligibility or suspension of Suppliers.

3. In addition to all other information required in the Request for Supply Arrangements, the Supplier must provide the following:

a. by the time stated in the SID, all information required by the SID described under the heading “Mandatory Provision of Information”; and

b. with its arrangement, a complete list of all foreign criminal charges and convictions pertaining to itself, its affiliates and its proposed first tier subcontractors that, to the best of its knowledge and belief, may be similar to one of the listed offences in the SID. The list of foreign criminal charges and convictions must be submitted using an Integrity Declaration Form, which can be found at Declaration form for procurement.

4. Subject to subsection 5, by submitting an arrangement in response to this Request for Supply Arrangements, the Supplier certifies that:

a. it has read and understands the SID (http://www.cra-arc.gc.ca/gncy/prcrmnt/menu-eng.html)

b. it understands that certain domestic and foreign criminal charges and convictions, and other circumstances, as described in the SID, will or may result in a determination of ineligibility or suspension under the SID;

c. it is aware that Canada may request additional information, certifications, and validations from the Supplier or a third party for purposes of making a determination of ineligibility or suspension;

d. it has provided with its arrangement a complete list of all foreign criminal charges and convictions pertaining to itself, its affiliates and its proposed first tier subcontractors that,

https://buyandsell.gc.ca/policy-and-guidelines/standard-acquisition-clauses-and-conditions-manual

https://buyandsell.gc.ca/policy-and-guidelines/standard-acquisition-clauses-and-conditions-manual/1/2008/active

http://www.cra-arc.gc.ca/gncy/prcrmnt/menu-eng.html


http://www.tpsgc-pwgsc.gc.ca/ci-if/declaration-eng.html



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to the best of its knowledge and belief, may be similar to one of the listed offences in the SID;

e. none of the domestic criminal offences, and other circumstances, described in the SID that will or may result in a determination of ineligibility or suspension, apply to it, its affiliates and its proposed first tier subcontractors; and

f. it is not aware of a determination of ineligibility or suspension issued by PWGSC that applies to it.

5. Where a Supplier is unable to provide any of the certifications required by subsection 4, it must submit with its arrangement a completed Integrity Declaration Form, which can be found at Declaration form for procurement.

6. Canada will declare non-responsive any arrangement 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 issuance of the Supply Arrangement that the Supplier provided a false or misleading certification or declaration, Canada may cancel the Supply Arrangement and terminate for default any resulting contracts. Pursuant to the SID, Canada may also determine the Supplier to be ineligible for issuance of a supply arrangement for providing a false or misleading certification or declaration.

Section 02 titled “Procurement Business Number”, is hereby deleted in its entirety and replaced with: Suppliers should obtain a Business Number (BN) before issuance of a supply arrangement. Suppliers may register for a BN online at http://www.cra-arc.gc.ca/tx/bsnss/tpcs/bn-ne/menu-eng.html. Section 03 titled “Standard Instructions, Clauses and Conditions”, “Pursuant to the Department of Public Works and Government Services Act (S.C. 1996, c.16),” is hereby deleted. Section 05 titled “Submission of arrangements”, paragraph 2 (d) is deleted in its entirety and replaced with the following: (d) send its arrangement only to the Canada Revenue Agency Bid Receiving Unit or to the address specified in the solicitation in PART 2 – Supplier Instruction, 2.2 Submission of Arrangements Section 05 titled “Submission of arrangements” paragraph 4, delete in its entirety and replace with the following:

4. Arrangements will remain open for acceptance for a period of not less than 180 days from the date of submission. Canada reserves the right to seek an extension of the arrangement validity period from all responsive suppliers in writing, within a minimum of 3 days before the end of the arrangement validity period. If the extension is accepted by all responsive suppliers, Canada will continue with the evaluation of the arrangements. If the extension is not accepted by all responsive suppliers, Canada will, at its sole discretion, either continue with the evaluation of the arrangements of those who have accepted the extension or cancel the RFSA.

Section 06, titled “Late arrangements”, reference to “PWGSC” is hereby deleted and replaced with CRA. Section 07 titled “Delayed arrangements”, all references to “PWGSC” are hereby deleted and replaced with “CRA”. Section 12 titled “Rejection of arrangement”, delete subsections 1(a) and 1(b) in their entirety. Section 16 titled “Joint Venture”, delete in its entirety and replace with the following: 16 Joint Venture


http://www.cra-arc.gc.ca/tx/bsnss/tpcs/bn-ne/menu-eng.html

http://laws-lois.justice.gc.ca/eng/P-38.2/

http://laws-lois.justice.gc.ca/eng/P-38.2/

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1. A joint venture is an association of two or more parties who combine their money, property,

knowledge, expertise or other resources in a single joint business enterprise, sometimes referred as a

consortium, to submit an arrangement together on a requirement. Suppliers who submit an

arrangement as a joint venture shall clearly indicate in Part 5 of their submission that they are

submitting an arrangement as a joint venture and shall provide the following information:

a) the name of the joint venture (if applicable);

b) the name of each member of the joint venture;

c) the Business Number of each member of the joint venture;

d) the name of the representative of the joint venture (the "Lead Member"), i.e. the member chosen by

the other members to act on their behalf;

e) a certification signed by each member of the joint venture representing and warranting:

(i) the name of the joint venture (if applicable); (ii) the name of each member of the joint venture; (iii) the Business Numbers (BN) of each member of the joint venture; (iv) the effective date of formation of the joint venture; (v) that the joint venture continues to be in effect as of the date of the submission of the

arrangement; and (vi) that each member of the joint venture has appointed and granted full authority to the specified

member of the joint venture (the "Lead Member") to act on behalf of all members as its representative for the purposes of executing documentation relating to any resulting Contract (if the joint venture is awarded a contract), including but not limited to Contract Amendments and Task Authorizations.

2. If the above information is not clearly provided in the arrangement, the Supplier must provide the

information on request from the Supply Arrangement Authority.

3. Notwithstanding that the joint venture members have appointed one of the members of the joint

venture to act as the representative of the joint venture, the arrangement including any certifications to

be submitted as part of the arrangement, as well as any resulting contract must be signed by all the

members of the joint venture.

4. If a contract is issued to a joint venture, all members of the joint venture will be jointly and severally, or

solidarily, liable for the performance of any resulting contract.

5. In the case of a joint venture, no dispute, claim or action for damages, whether based in contract, or in

tort, or any other theory of law, howsoever arising from the Request for Supply Arrangement, Contract,

or any other related or subsequently issued documents including without limitation Task

Authorizations, Contract amendments, may be commenced, or brought against the CRA, including

without limitation any of its officers, employees or agents unless each member of the joint venture is a

party to such dispute, claim, or action (as the case may be).

6. The Supplier shall obtain the prior written approval of the Supply Arrangement Authority to any change

in the membership of a joint venture after the submission of an arrangement. Any change in the

membership of a joint venture after the submission of an arrangement without the prior written

approval of the Supply Arrangement Authority shall result in cancellation of the supply arrangment or if

such change occurs after contract award shall be deemed to be default under the Contract.

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Section 19 titled “Further Information”, Paragraph 2 is hereby deleted and replaced with the following: Enquiries concerning receipt of bids may be addressed to the Contracting Authority identified in the RFSA. Section 20 titled “Code of Conduct for Procurement-arrangement” is hereby deleted in its entirety. 2.1.1 SACC Manual Clauses The following clauses are incorporated by reference:

SACC Reference Clause Title Date A3010T Education and Experience 2010-08-16 A3015T Certifications 2014-06-26 C3011T Exchange Rate Fluctuation 2013-11-06

2.2 Submission of Arrangements When responding, the arrangement SHALL be delivered to the Bid Receiving Unit address indicated below by the time and date indicated on Page 1. SUPPLIERS ARE TO SUBMIT ARRANGEMENTS TO:

Canada Revenue Agency Bid Receiving Unit Ottawa Technology Centre Receiving Dock 875 Heron Road, Room D-95 Ottawa, ON K1A 1A2 Telephone No: (613) 941-1618 Suppliers are hereby advised that the Bid Receiving Unit of CRA is open Monday to Friday inclusive, between the hours of 0730 and 1530, excluding those days that the federal government observes as a holiday. ELECTRONIC ARRANGEMENTS WILL NOT BE ACCEPTED. Due to the nature of this solicitation, electronic transmissions of an arrangement by such means as electronic mail or facsimile is not considered to be practical and therefore will not be accepted. 2.3 Former Public Servant - Notification Contracts awarded to former public servants (FPS) in receipt of a pension or of a lump sum payment must bear the closest public scrutiny, and reflect fairness in the spending of public funds. Suppliers must provide the information required at PART 5 – Evaluation Criteria, 5.3 Certifications, 5.3.12 Former Public Servant before being issued a supply arrangement. If the answer to the questions and, as applicable the information required have not been received by the time the evaluation of arrangement is completed, Canada will inform the Supplier of a time frame within which to provide the information. Failure to comply with Canada’s request and meet the requirement within the prescribed time frame will render the arrangement non-responsive.

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2.4 Enquiries - Request for Supply Arrangements All enquiries must be submitted in writing to the Supply Arrangement Authority no later than 30 calendar days before the Request for Supply Arrangements (RFSA) closing date. Enquiries received after that time may not be answered. Suppliers should reference as accurately as possible the numbered item of the RFSA to which the enquiry relates. Care should be taken by Suppliers to explain each question in sufficient detail in order to enable Canada to provide an accurate answer. Technical enquiries that are of a proprietary nature must be clearly marked "proprietary" at each relevant item. Items identified as "proprietary" will be treated as such except where Canada determines that the enquiry is not of a proprietary nature. Canada may edit the question(s) or may request that Suppliers do so, so that the proprietary nature of the question(s) is eliminated, and the enquiry can be answered to all Suppliers. Enquiries not submitted in a form that can be distributed to all Suppliers may not be answered by Canada. 2.5 Applicable Laws The Supply Arrangement (SA) and any contract awarded under the SA must be interpreted and governed, and the relations between the parties determined, by the laws in force in Ontario. Suppliers may, at their discretion, substitute the applicable laws of a Canadian province or territory of their choice without affecting the validity of the arrangement, by deleting the name of the Canadian province or territory specified and inserting the name of the Canadian province or territory of their choice. If no change is made, it acknowledges that the applicable laws specified are acceptable to the Suppliers.

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Part 3 - Arrangement Preparation Instructions 3.1 Arrangement Preparation Instructions Canada requests that Suppliers provide the arrangement in separately bound sections as follows: Section I: Technical Arrangement

The Supplier is requested to submit:

a) For EACH proposed consultant, One (1) paper copy (hard copy) of the Technical

Arrangement Package listed in PART 5 – Evaluation Criteria– 5.1 Technical

Arrangement in either French or English;

b) One CD containing all the documents of the Technical Arrangement Package, in a format that is compatible with MS Excel 2013, or MS Word 2013 or is a searchable Adobe .pdf document.

c) One original copy, signed of the following:

Cover Page of the Request for Supply Arrangement, and

Any applicable Amendment(s). Section II: Financial Arrangement

The Supplier is requested to submit the following list of contents for each Financial Arrangement Package:

a) For EACH proposed Consultant, One (1) paper copy (hard copy) of the Financial

Arrangement Package listed in PART 5 – Evaluation Criteria – 5.2 Financial

Arrangement in either French or English;

b) One CD (soft copy) version containing all the documents of the Financial Arrangement Package, in a format that is compatible with MS Excel 2013, or MS Word 2013 or is a searchable Adobe .pdf document.

Section III: Certifications

The Supplier is requested to submit the following list of contents for each Certification Package:

a) For EACH proposed Consultant, the original, signed paper copy of the Certification

Package PART 5 – Evaluation Criteria – 5.3 Certifications in either French or English;

3.2 Additional Information If there is a discrepancy between the wording of the soft copy and the hard copy, the wording of the hard copy will have priority over the wording of the soft copy. Prices must appear in the Financial Arrangement only. No prices must be indicated in any other section of the arrangement.

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Arrangement Format and Numbering System

Canada requests that suppliers follow the format instructions described below in the preparation of their arrangement.

a. use 8.5 x 11 inch (216 mm x 279 mm) paper;

b. Use recycled-fibre content paper and two-sided printing. Reduction in the size of

documents will contribute to CRA’s sustainable development initiatives and reduce waste;

c. avoid the use of colour and glossy formats

d. use a numbering system corresponding to that of the bid solicitation;

e. include the certification as a separate section of the arrangement.

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Part 4 - Evaluation Procedures and Basis of Selection

4.1 Evaluation Procedures

Arrangements will be evaluated in accordance with the evaluation criteria identified in Part 5 – Evaluation Criteria. Suppliers are encouraged to address these criteria in sufficient depth in their arrangements to permit a full evaluation of their arrangements. The onus is on the Supplier to demonstrate that it meets the requirements specified in the solicitation.

Suppliers are advised that only listing experience without providing any supporting information to describe where and how such experience was obtained will not be considered to be “demonstrated” for the purpose of the evaluation. The Supplier should not assume that the evaluation team is necessarily cognizant of or knowledgeable about the experience and capabilities of the Supplier or any of the proposed Consultant(s); as such, any relevant experience must be demonstrated in the Suppliers’ written Arrangement.

Canada will evaluate the Arrangement only on the documentation provided as part of the Arrangement. References in an Arrangement to additional information not submitted with the Arrangement, such as website addresses where additional information can be found or technical manuals or brochures not submitted with the Arrangement will not be considered in the evaluation of the Arrangement.

An evaluation team composed of representatives of Canada will evaluate the Arrangements.

4.2 Basis of Selection The selection process to obtain an SA will be carried out as follows: 4.2.1 Step 1 – Evaluation against Mandatory Criteria

a) Arrangements will be evaluated to determine if all the mandatory requirements detailed in Part 5 – Evaluation Criteria have been met.

b) While evaluation of pricing does not apply for qualification purposes, it should be noted that failure or refusal to provide a rate in accordance with Part 5 – Evaluation Criteria – Financial Arrangement for a specific scientific/technical field, shall be considered as failing to meet a mandatory requirement of the Request for Supply Arrangement for that specific scientific/technical field and therefore, the Suppliers Arrangement for that scientific/technical field shall be given no further consideration.

c) Only those arrangements meeting ALL mandatory requirements will then be evaluated in

accordance with Step 2 below 4.2.2 Step 2 – Conditions Precedent to SA Entry The Supplier must meet the security requirements as follows:

Security Requirements – Canadian Suppliers

Document Safeguarding and/or Production Capabilities – with Computer Systems

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1. The Supplier personnel requiring access to Protected information, assets or sensitive work site(s) must each hold a valid Reliability screening, granted by the Security and Internal Affairs Directorate (SIAD) of the Canada Revenue Agency (CRA) or the Canadian and International Industrial Security Directorate (CIISD) of Public Works and Government Services Canada (PWGSC).

2. The Supplier must not remove any Protected information or assets from the identified and approved

work site(s), and the Supplier must ensure that its personnel are made aware of and comply with this restriction.

3. Processing of material only at the Protected B level is permitted under this contract. Consultants will

be provided with a personal computer by the Canada Revenue Agency (CRA), for use only for the duration of the Contract. All Work including the creation, processing and storage of information relating to this Contract will be performed exclusively on this personal computer.

4. Subcontracts which contain security requirements are not to be awarded without the prior written

permission of CRA.

5. The Supplier must comply with the provisions of the:

• Security Requirement Check List (SRCL), attached in Part 6D – Model Contract, as ANNEX D-2; and

• Certification for Safeguarding of Protected Information and Assets, attached in Part 6D – Model Contract, Annex D-3.

6. In the case of a joint venture, for any given resulting contract the highest level of corporate security attainable through CISD of PWGSC is the lowest level held by any single member of the joint venture. For example, a joint venture with five (5) members is comprised of four (4) members holding a valid Facility Security Clearance (FSC) at the Secret level and one member holding a valid Designated Organizational Screening (DOS). The highest corporate security level for which the joint venture would be considered under arrangement run under this Supply Arrangement 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 as issued by CISD.

OR

Security Requirements – non-Canadian Suppliers

Document Safeguarding and / or Production Capabilities – with Computer Systems

1. The Supplier personnel requiring access to Protected information, assets or sensitive work site (s) must each hold a valid Reliability screening, granted by the Security and Internal Affairs Directorate (SIAD) of the Canada Revenue Agency (CRA) or granted/approved by the Canadian and International Industrial Security Directorate (CIISD) of Public Works and Government Services Canada (PWGSC).

2. The Supplier shall, at all times during the performance of the Contract, hold an approved facility

clearance for Document Safeguarding at the Protected B level issued or granted by CIISD or a letter issued by the SIAD confirming that the facility is approved and meets the CRA security requirements.

3. Subcontracts during the performance or the Contract shall include the security requirements for an

approved Document Safeguarding at the level of Protected B as issued or granted by CIISD or be a

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facility approved by the SIAD of the CRA. Before performing any work, the Supplier shall ensure that the sub-contractor holds an approved Facility for Document Safeguarding at the Protected B level issued or granted by the CIISD or a letter issued by the SIAD confirming that the facility is approved and meets the CRA security requirements.

4. The Supplier must not remove any protected information or assets from the identified and approved





permission of CRA. 7. The Supplier must comply with the provisions of the:


• Certification for Safeguarding of Protected Information and Assets, attached in Part 6D – Model

Contract, Annex D-3.


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Part 5 – Evaluation Criteria

Arrangements will be evaluated in accordance with all the mandatory evaluation criteria detailed below. Arrangements failing to demonstrate compliance to ALL mandatory requirements will be considered non-responsive and the arrangment will receive no further consideration. The supplier will be contacted, in writing, by the RFSA Authority, and may be given an opportunity to provide or correct information. 5.1 Technical Arrangement For each proposed Consultant the Supplier must complete 5.1 Technical Arrangement 5.1.1 Supplier Information

Table A – Supplier Information

Required Information

To be Completed by Supplier

Supplier’s Name

Address (P.O. Boxes are not acceptable) Street, City, Province, Country, Postal Code

Telephone

Facsimile

Telephone (Cellular)

Telephone (Other)

E-mail

Business Number

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5.1.2 Education

The Supplier must demonstrate that the proposed Consultant meets the minimum degree requirements indicated in Table B – Consultant’s

Education in Scientific/Technical Fields, by completing Table B – Consultant’s Education in Scientific/Technical Fields below.

Table B – Consultant’s Education in Scientific/Technical Fields

Name of proposed Consultant:

Category

Scientific/Technical Field

Minimum Degree Consultants’ Degree

Specialty Within the

Field

Natural and Formal

Sciences

Mathematics MSc.

Computer and Information Sciences B.Sc* Physical Sciences MSc.

Chemical Sciences MSc.

Earth and related Environmental Sciences MSc.

Biological Sciences MSc.

Other Natural Sciences MSc.

Engineering and

Technology

Civil Engineering BASc. or B.eng.

Electrical Engineering, Electronic Engineering and Information Engineering

BASc. or B.eng.

Mechanical Engineering BASc. or B.eng.

Chemical Engineering BASc. or B.eng. Material Engineering BASc. or B.eng. Medical Engineering BASc. or B.eng. Environmental Engineering BASc. or B.eng. Environmental Biotechnology BASc. or B.eng. Industrial Biotechnology BASc. or B.eng. Nano-Technology BASc. or B.eng. Other Engineering and Technologies BASc. or B.eng.

Medical and Basic Medicine MSc.

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Name of proposed Consultant:

Category

Scientific/Technical Field

Minimum Degree Consultants’ Degree

Specialty Within the

Field

Health Sciences

Clinical Medicine MD Health Sciences MSc. Medical Technology MSc. Other Medical Sciences MSc.

Agricultural Sciences

Agriculture, Forestry and Fisheries MSc. Animal and Dairy Science MSc. Veterinary Science MSc. Agricultural Biotechnology MSc. Other Agricultural Sciences MSc.

*With an acceptable combination of education/training and experience

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A copy of the consultant’s diploma(s) or certificate(s) must be included in the proposal. Consultants must have a postgraduate degree from a recognized Canadian university with specialization in a field of science or engineering relevant to the SR&ED Program. Consultants possessing a bachelor’s degree in engineering or computer science with an acceptable combination of education, training or experience will be considered as meeting based on the following:

With respect to a bachelor’s degree in engineering a professional engineering designation

(Peng) will be considered as acceptable.

With respect to a bachelor’s degree in Computer Science, seven years of hands experience in project management in an Information Technology environment will be considered as being acceptable.

. Consultants with foreign education credentials are required to provide proof of Canadian equivalency. Consultants with foreign credentials must have their education confirmed by a recognized credential service. Any applicable fees are the responsibility of the Supplier. For more information, you may refer to the Canadian Information Centre of International Credentials at http://www.cicic.ca/. Proof of education from a recognized Canadian university or in the case of foreign degree, confirmation of

Canadian equivalency from a recognized credential service as referenced above, must be provided with

the arrangement. If proof of education or confirmation from a recognized credential service is not provided

at the time of arrangement submission, no further consideration will be given to the application.

5.1.3 Consultant’s Professional Experience Recent and significant experience in industrial research, academic research in an industrial setting, or experimental development in a field of science or technology relevant to the SR&ED Program or recent and significant experience in the SR&ED program as a Research and Technology Advisor or a Research and Technology Manager or a combination thereof.

Recent experience in industrial research and experimental development – within the last 7 years. The state of the art changes very quickly in science and technology. To be meaningful, industrial research and experimental development experience must encompass knowledge of current research in the field in science or technology.

Significant experience in industrial research and experimental development – 3600 hours of direct experience normally gained through working hands-on and in project management in a field of science or technology relevant to the SR&ED program. If experience is acquired in more than one field of science or technology, each individual field must have a minimum of 3600 hours of direct experience and the total for all fields of science or technology must be 7200 hours or greater. The Supplier must demonstrate, by using Table C– Consultant’s Professional Experience below, that each proposed consultant has the minimum required hours within the last 7 years of professional hands-on experience for the scientific/technical field for which they are being proposed,

Minimum Required Hours of Experience are defined as follows: a) One scientific/technical field of experience: minimum of 3,600 hours b) More than one area of scientific/technical field of expertise: a minimum of 3,600 hours of experience per field, with a minimum total of 7,200 hours. If the hours listed in any single field are less than 3,600

http://www.cicic.ca/

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hours, those hours will not be considered for the purposes of determining total experience. Consultants can be offered for one or more scientific/technical field. Consultants must meet all technical

criteria within the scientific/technical field(s) for which they are submitting an Arrangement.

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Table C – Consultant’s Professional Experience

Consultant’s Name:

Dates (Start and Finish)

Hours Accumulated

Name of organization and its current address

Name, title and phone number of contact in the organization

Description of the consultant’s role and involvement in each project

Total Hours:

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5.1.4 Consultant’s Resume

The Supplier must submit a resume for each proposed consultant. The resume must support the

statements made in Table B – Consultant’s Education in Scientific / Technical Fields and Table C –

Consultant’s Professional Experience.

The resume will be uploaded to CRA`s database and will be reviewed when CRA staff are considering a

consultant selection.

Should a taxpayer/claimant express concerns regarding a conflict of interest, they may be shown a copy of the Consultant`s resume as part of a package of documents.

5.1.5 Work Regions

Table D - Region(s) the Consultant is available for

Place an ‘x’ for all Region(s) that apply

ALL Regions

Eastern Quebec Edmonton

Fraser Valley and Northern Nova Scotia

Toronto Centre

Toronto West – Thunder Bay

Western Quebec

To verify the locations where each region is serving, refer to the following link: http://www.cra-arc.gc.ca/txcrdt/sred-rsde/cntcts/menu-eng.html

5.1.6 Keywords Table E - Keywords for Consultant Expertise Keywords will be used when a Research and Technology Advisor (RTA) is searching for specific consultant experience or expertise that may be required. List a maximum of twenty (20) keywords that describe the proposed consultant’s field(s) of expertise.

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5.1.7 Linguistic Profile Table F – Consultant’s Linguistic Profile Place an ‘x’ for all that apply

Language Speaking Writing Reading

English

French

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5.2 Financial Arrangement

5.2.1 Proposed Rates Suppliers must provide a firm ceiling rate, in Canadian funds, GST or HST extra as applicable, for each proposed consultant, and for each proposed scientific/technical field, for the provision of services outlined in Part 6 – Supply Arrangement and Resulting Contract Clauses, Annex A – Statement of Work. A ceiling rate is the maximum unit rate (e.g. hourly, per diem, etc.) to be paid to the contractor as established in a supply arrangement. As part of the solicitation or contracting process, a supplier may offer a rate that is equal to or lower than the ceiling rate. Once per year, after the first year of the supply arrangement period, suppliers may email the Contract Authority (contained herein) to update the firm ceiling rate. Each annual increase cannot be more than 3% than the previous annual firm ceiling rate. Failure to provide a rate for the above will result in the Arrangement being considered as non-compliant and will not be considered further. For each proposed consultant, the Supplier must complete Table G – Consultant’s Rate at time of arrangement submission: Table G – Consultant’s Rate

Consultant’s Name:

Scientific / Technical Field

Firm Ceiling Rate

(Per Diem or Hourly Rate)

$

$

$

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5.3 Certifications For each proposed Consultant, Suppliers must provide the required certifications and additional information to be issued an SA. The certifications provided by Suppliers to Canada are subject to verification by Canada at all times. Unless specified otherwise, Canada will declare an arrangement non-responsive, or will declare a Supplier in default if any certification made by the Supplier is found to be untrue whether made knowingly or unknowingly during the arrangement evaluation period, or during the period of any supply arrangement arising from this RFSA and any resulting contracts. The Supply Arrangement Authority will have the right to ask for additional information to verify the Supplier’s certifications. Failure to comply and to cooperate with any request or requirement imposed by the Supply Arrangement Authority will render the arrangement non-responsive, or constitute a default under the Contract.

5.3.1 Certifications Required with the Arrangement

In order to qualify for the SA, the Certifications located in Part 5 are required and must be submitted with the Supplier’s Arrangement at the time of submission. CRA may declare an arrangement as non-responsive if the Certifications are not completed and submitted at arrangement submission. The Supplier will be contacted, in writing, by the RFSA Authority, and may be given an opportunity to provide or correct information.

5.3.2 Status of Consultant(s)

If the Supplier has proposed any Consultant in fulfillment of this requirement who is not an employee of the Supplier, the Supplier certifies that it has written permission from such Consultant to propose their services in relation to the Work to be performed and to submit his/her resume to Canada. The Supplier must, upon request from the SA Authority, provide a copy of the written permission given by the Consultant proposed. Failure to comply with such request may result in the rejection of the Arrangement without further consideration.

5.3.3 Availability of Consultant(s)

If for reasons beyond its control, the Supplier is unable to provide the services of a Consultant named in its Arrangement, the Supplier may not propose a substitute. For the purposes of this clause, only the following reasons will be considered as beyond the control of the Supplier: death, sickness, retirement, resignation, dismissal for cause or termination of an agreement for default. For further information concerning Supplier selection, refer to PART 6B – Supplier Selection Methodology 5.3.4 Education and Experience The Supplier certifies that all the information provided in the resume and supporting material submitted with its Arrangement, particularly the information pertaining to education, achievements, experience and work history, has been verified by the Supplier to be true and accurate. Furthermore, the Supplier warrants that every Consultant proposed by the Supplier for the requirement is capable of performing the Work described in any resulting contract.

Canada reserves the right to verify proof of education, certifications, and to declare the Arrangement non-responsive for any of the following reasons:

unverifiable or untrue statement; OR

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unavailability of any person proposed on whose statement of education and experience Canada relied to evaluate the arrangement and placement in the SA.

5.3.5 Language Capability

The Supplier certifies that the proposed consultant(s) meets the language abilities claimed in the Arrangement submission. 5.3.6 SR&ED – Policies and Principles

The Supplier certifies that each proposed consultant has read and understood the following policy and principles:

Title Website URL

Relevant sections of the Income Tax Act

Subsection 248(1) of the Income Tax

Act

http://laws-lois.justice.gc.ca/eng/acts/I-3.3/

See 248

CRA publications and guidelines on the

interpretation of SR&ED

http://www.cra-arc.gc.ca/txcrdt/sred-rsde/menu-

eng.html

The SR&ED Technical Review http://www.cra-arc.gc.ca/txcrdt/sred-

rsde/pblctns/gd-tchrvw-eng.html

SR&ED Forms and Publications All related publications

5.3.7 Consultant Personnel Screening

For each proposed consultant, the Supplier must complete Table H – Consultant’s Personnel Screening Information prior to issuance of a supply arrangement. Table H is NOT mandatory at time of arrangement submission. 5.3.7.1 Consultants Holding a Current Reliability Screening Consultants who already hold a Reliability Screening granted by CRA or Public Works and Government Services Canada (PWGSC), can provide the name of the department where it was granted, the reference number and the expiry date. 5.3.7.2 Consultants Requiring a Reliability Screening Consultants who do not hold a current Reliability Screening are required to provide the resource information in Table I and indicate that a Personnel Screening is being requested. A Personnel Screening will only be performed after a consultant`s evaluation has been completed and if it is determined that the consultant qualifies to be included in the SA. SIAD will be advised by the RFSA Authority to contact the consultant and initiate the security screening process.


http://www.cra-arc.gc.ca/txcrdt/sred-rsde/menu-eng.html


http://www.cra-arc.gc.ca/txcrdt/sred-rsde/pblctns/gd-tchrvw-eng.html


http://www.cra-arc.gc.ca/txcrdt/sred-rsde/pblctnsndfrms-eng.html

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Table H – Consultant’s Personnel Screening Information

CONSULTANT INFORMATION

First, Middle and Last Name

Date of Birth

CONSULTANTS HOLDING A CURRENT PERSONNEL SCREENING

Department or Agency where the Personnel Screening was granted

Level of Personnel Screening Granted

Security Reference Number

Expiry date of the Personnel Screening

CONSULTANTS REQUIRING A RELIABILITY SCREENING

Are you requesting CRA to perform a Personnel Screening?

( ) YES ( ) NO

5.3.8 Confidentiality

The Supplier certifies that it has read Sections 239 and 241 of the Income Tax Act, and Sections 295 and 328 of the Excise Tax Act, and understands that, under any resultant Contract, the Supplier and its employees including any subcontractors or consultants, will be subject to and must agree to comply with those provisions. The above referenced Sections of the Acts are available (http://laws-lois.justice.gc.ca/eng/acts/I-3.3/ and http://laws-lois.justice.gc.ca/eng/acts/e-15/ ).

5.3.9 Certification Statement

We hereby offer to sell to Her Majesty the Queen in right of Canada, in accordance with the terms and conditions set out herein, referred to herein or attached hereto, the goods, services, and construction listed herein and on any attached sheets at the price(s) set out therefor.

The Supplier by signing below hereby certifies that it has read the solicitation and is in compliance with the above noted certifications, that all statements made in its Arrangement are accurate and factual, that it is aware that CRA reserves the right to verify all information provided in this regard, and that untrue statements may result in the Arrangement being declared non-responsive or in other action being taken which CRA deems appropriate.

____________________________________________ _____________________________ Signature Date

____________________________________________ _____________________________ Title of duly authorized representative of business For (Name of Business)



http://laws-lois.justice.gc.ca/eng/acts/e-15/

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5.3.10 Certifications Precedent to Contract Award and Associated Information

The certifications listed below should be completed and submitted with the Arrangement but may be submitted afterwards. If any of these required certifications is not completed and submitted as requested, the Supply Arrangement Authority will inform the Supplier of a time frame within which to provide the information. Failure to comply with the request of the Supply Arrangment Authority and to provide the certification within the time frame provided will render the Arrangement non responsive and the Arrangement will receive no further consideration. 5.3.11 Integrity Provisions - Declaration of Convicted Offences In accordance with the Integrity Provisions of the Standard Instructions, all suppliers must provide with their arrangement, if applicable, the declaration form available on the Forms for the Integrity Regime website (http://www.tpsgc-pwgsc.gc.ca/ci-if/declaration-eng.html), to be given further consideration in the procurement process. 5.3.12 Former Public Servant Contracts awarded to former public servants (FPS) in receipt of a pension or of a lump sum payment must bear the closest public scrutiny, and reflect fairness in the spending of public funds. Suppliers must provide the information required below before contract award. If the answer to the questions and, as applicable the information required have not been received by the time the evaluation of arrangements is completed, Canada will inform the Supplier of a time frame within which to provide the information. Failure to comply with Canada’s request and meet the requirement within the prescribed time frame will render the Arrangement non-responsive.

Definitions:

For the purposes of this clause, "former public servant" is any former member of a department as defined in the Financial Administration Act, R.S., 1985, c. F-11, a former member of the Canadian Armed Forces or a former member of the Royal Canadian Mounted Police. A former public servant may be:

a. an individual;

b. an individual who has incorporated;

c. a partnership made of former public servants;

d. a sole proprietorship or entity where the affected individual has a controlling or major

interest in the entity.

"lump sum payment period" means the period measured in weeks of salary, for which payment has been made to facilitate the transition to retirement or to other employment as a result of the implementation of various programs to reduce the size of the Public Service. The lump sum payment period does not include the period of severance pay, which is measured in a like manner. "pension" means, a pension or annual allowance paid under the Public Service Superannuation Act (PSSA), R.S., 1985, c.P-36, and any increases paid pursuant to the Supplementary Retirement Benefits Act, R.S., 1985, c.S-24 as it affects the PSSA. It does not include pensions payable pursuant to the Canadian Forces Superannuation Act, R.S., 1985, c.C-17, the Defence Services Pension Continuation Act, 1970, c.D-3, the Royal Canadian Mounted Police Pension Continuation Act , 1970, c.R-10, and the Royal Canadian Mounted Police Superannuation Act, R.S., 1985, c.R-11, the Members of Parliament Retiring Allowances Act , R.S., 1985, c.M-5, and that portion of pension payable to the Canada Pension Plan Act, R.S., 1985, c.C-8.



http://laws-lois.justice.gc.ca/eng/acts/f-11/

http://laws-lois.justice.gc.ca/eng/acts/P-36/FullText.html

http://laws-lois.justice.gc.ca/eng/acts/S-24/page-2.html

http://laws-lois.justice.gc.ca/eng/acts/S-24/page-2.html

http://laws-lois.justice.gc.ca/eng/acts/C-17/page-1.html

http://laws.justice.gc.ca/eng/acts/D-1.3/

http://laws.justice.gc.ca/eng/acts/D-1.3/

http://laws.justice.gc.ca/eng/acts/R-10.6/

http://laws-lois.justice.gc.ca/eng/acts/R-11/page-19.html

http://laws-lois.justice.gc.ca/eng/acts/M-5.01/index.html

http://laws-lois.justice.gc.ca/eng/acts/M-5.01/index.html

http://laws-lois.justice.gc.ca/eng/acts/C-8/index.html

http://laws-lois.justice.gc.ca/eng/acts/C-8/index.html

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Former Public Servant in Receipt of a Pension As per the above definitions, is the Bidder a FPS in receipt of a pension? YES ( ) NO ( ) If so, the Bidder must provide the following information, for all FPSs in receipt of a pension, as applicable:

f. name of former public servant;

b. date of termination of employment or retirement from the Public Service.

By providing this information, Suppliers agree that the successful Supplier’s status, with respect to being a former public servant in receipt of a pension, will be reported on departmental websites as part of the published proactive disclosure reports. Work Force Adjustment Directive Is the Supplier a FPS who received a lump sum payment pursuant to the terms of the Work Force Adjustment Directive?

YES ( ) NO ( )

If so, the Supplier must provide the following information:

a. name of former public servant;

b. conditions of the lump sum payment incentive;

c. date of termination of employment;

d. amount of lump sum payment;

e. rate of pay on which lump sum payment is based;

f. period of lump sum payment including start date, end date and number of weeks;

g. number and amount (professional fees) of other contracts subject to the restrictions of a

work force adjustment program.

For all contracts awarded during the lump sum payment period, the total amount of fees that may be paid to a FPS who received a lump sum payment is $5,000, including Applicable Taxes. 5.3.13 Supplier Reporting Information For the purpose of this table:

“Legal Name” means the name of the company, corporation or other entity constituted as a legal person under which this person exercises its rights and performs its obligations.

“Operating Name” means the name that is legally protected and used in the course of its business by a company, corporation or other entity legally constituted as a legal person, or by the individual.

Required Information To be Completed by Supplier

Supplier’s Legal Name

Supplier’s Operating Name

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Required Information To be Completed by Supplier

Address

(P.O. Boxes are not acceptable)

Street, City, Province, Country, Postal Code

Payment / T1204 Payment address is same as above

Type of Business

Select only one

Corporation Non-Profit Organization

Partnership US or International Co.

Sole Proprietor

Telephone

Facsimile

Telephone (Cellular)

E-mail

All registered companies (excluding Non-Profit

organizations and US or International companies)

must provide their Goods and Services Tax (GST) or

Business Number (BN).

If the services w ill be rendered by an individual,

please provide the Social Insurance Number (SIN).

If a SIN number is being provided, the information

should be place in a sealed envelope marked

"Protected".

Goods and Services Tax (GST) Number:

_________________________________

OR

Business Number (BN):

_________________________________

OR

Social Insurance Number (SIN):

_________________________________

OR

N/A Reason:

______________________________________

Certif ication:

Name: ______________________________________ Signature ___________________________________________

Title: _______________________________________ Date: _____________________________________________

(Title of duly authorized representative of business)

5.3.14 Joint Venture Certification

Complete this certification if a joint venture if being proposed - otherwise check the box below.

This certification is not applicable.

Is the Supplier a joint venture?

YES NO

If yes, you must provide the following information:

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The Supplier represents and warrants the following:

(a) The bidding entity is a contractual joint venture in accordance with the following definition. A

"contractual joint venture" is an association of two or more parties who have entered into a written contract in which they have set out the terms under which they have agreed to combine their money, property, knowledge, skills, time or other resources in a joint business enterprise, sharing the profits and the losses and each having some degree of control over the enterprise.

(b) The name of the joint venture is: ___________________________________ (if applicable).

(c) The members of the contractual joint venture are (the Supplier is to add lines to accommodate the names of all members of the joint venture, as necessary): ________________________________________________________

________________________________________________________

(d) The Business Numbers (BN) of each member of the contractual joint venture are as follows (the Supplier is to add lines for additional BNs, as necessary): ________________________________________________________ ________________________________________________________

(e) The effective date of formation of the joint venture is: ______________________

(f) Each member of the joint venture has appointed and granted full authority to _______________________________ (the "Lead Member") to act on behalf of all members as its representative for the purposes of executing documentation relating to the Contract issued subsequent to contract award, including but not limited to Contract Amendments and Task Authorizations.

(g) The joint venture is in effect as of the date of Arrangment submission.

This Joint Venture Certification must be signed by EACH member of the joint venture. The Joint Venture Certification shall be effective throughout the entire period of the Contract, including any exercised option period, if exercised. The CRA has the right to request documentation from the Supplier evidencing the existence of the contractual joint venture. Signature of an authorized representative of each member of the joint venture The Supplier is to add additional signatory lines if required):

_________________

________________ ___________________ ________________ Signature of Authorized

Representative

Name of Individual (Please

Print)

Name of Business Entity Date

_________________ _________________ ___________________ ________________ Signature of Authorized

Representative

Name of Individual (Please

Print)

Name of Business Entity Date

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5.3.15 Conflict of Interest

All Consultants are at all times are required to identify any conflict of interest that may arise to the SA Authority. A conflict of interest may arise when one of the following situations occur:

i) When a Supplier would prepare or help to prepare SR&ED claims for itself or for other taxpayers/claimants to be sent to the CRA.

ii) When a supplier:

i. does not deal at arm’s length with a particular taxpayer/claimant; ii. has any existing or potential pecuniary interest in a taxpayer’s/claimant’s affairs; iii. has any past, existing or potential interest regarding the utilization of a

taxpayer’s/claimant’s research or intellectual property; iv. is in the same business (in direct competition) as the taxpayer; v. could use, in his own business, the information he would obtain from the taxpayer;

or vi. has previously worked as an employee or a consultant for the taxpayer.

a) In this type of situation, the Consultant will be required to declare any conflict of interest prior to accepting a contract or reviewing a claim.

b) In a situation as described in (a), above, the taxpayer/claimant would be identified, in the Consultant’s profile, as being in conflict of interest with the Consultant. No future consideration for contracts would be given to the Consultant for that particular taxpayer/claimant. The Consultant would not be removed from the SA and would continue to be considered for contracts for other taxpayers/claimants with whom he/she would not be found to be in conflict of interest.

c) Should a taxpayer/claimant express concerns regarding a conflict of interest, a copy of the Conflict of Interest Statement signed by the Consultant will be shown to the taxpayer/claimant. A copy of the Consultant’s curriculum vitae may also be shown to the taxpayer/claimant upon request. If a taxpayer/claimant can demonstrate that the Consultant is in real or potential conflict of interest, another Consultant shall be assigned to the file, and the taxpayer’s/claimant’s name shall be identified in the Consultant’s profile as a being in conflict of interest with this particular taxpayer/claimant.

5.3.16 Certification Statement

“By signing this Certification Statement, I hereby certify that I am not in conflict of interest as stated

above.”

Type name of Consultant Signature Date

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Part 6 - Supply Arrangement and Resulting Contract Clauses

A. Supply Arrangement A-6.1 Arrangement The Supply Arrangement covers the Work described in the Statement of Work at Annex A.

A-6.2 Security Requirements

The following security requirements apply and form part of the Supply Arrangement. A-6.2.1 Security Requirements – Canadian Suppliers Document Safeguarding and/or Production Capabilities – with Computer Systems 1. The Suppliers personnel requiring access to Protected information, assets or sensitive work site(s)

must each hold a valid Reliability screening, granted by the Security and Internal Affairs Directorate (SIAD) of the Canada Revenue Agency (CRA) or the Canadian and International Industrial Security Directorate (CIISD) of Public Works and Government Services Canada (PWGSC).

2. The Supplier must not remove any Protected information or assets from the identified and approved





permission of CRA. 5. The Supplier must comply with the provisions of the:



6. In the case of a joint venture, for any given resulting contract the highest level of corporate security

attainable through CISD of PWGSC is the lowest level held by any single member of the joint venture. For example, a joint venture with five (5) members is comprised of four (4) members holding a valid Facility Security Clearance (FSC) at the Secret level and one member holding a valid Designated Organizational Screening (DOS). The highest corporate security level for which the joint venture would be considered under arrangement run under this Supply Arrangement 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 as issued by CISD.

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OR Security Requirements – non-Canadian Suppliers Document Safeguarding and / or Production Capabilities – with Computer Systems




3. Subcontracts during the performance or the Contract shall include the security requirements for

an approved Document Safeguarding at the level of Protected B as issued or granted by CIISD or be a facility approved by the SIAD of the CRA. Before performing any work, the Supplier shall ensure that the sub-contractor holds an approved Facility for Document Safeguarding at the Protected B level issued or granted by the CIISD or a letter issued by the SIAD confirming that the facility is approved and meets the CRA security requirements.

4. The Supplier must not remove any protected information or assets from the identified and

approved work site(s), and the Supplier must ensure that its personnel are made aware of and comply with this restriction.

5. Processing of material only at the Protected B level is permitted under this contract. Consultants

will be provided with a personal computer by the Canada Revenue Agency (CRA), for use only for the duration of the Contract. All Work including the creation, processing and storage of information relating to this Contract will be performed exclusively on this personal computer.


permission of CRA.



• Certification for Safeguarding of Protected Information and Assets, attached in Part 6D –

Model Contract, Annex D-3.


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A-6.3 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 (https://buyandsell.gc.ca/policy-and-guidelines/standard-acquisition-clauses-and-conditions-manual) issued by Public Works and Government Services Canada. A-6.3.1 General Conditions 2020 (2017-09-21) General Conditions - Supply Arrangement - Goods or Services, apply to and form part of the Supply Arrangement. General Conditions - Supply Arrangement - Goods or Services 2020 (2017-09-21) are revised as follows. Section 01 titled “Interpretation” the definition of "Canada", "Crown", "Her Majesty" or "the Government" is hereby amended to read: "Canada", "Crown", "Her Majesty" or "the Government" means Her Majesty the Queen in right of Canada as represented by the Canada Revenue Agency (CRA). Section 02 titled “Standard Clauses and Conditions” is hereby amended to delete the phrase “Pursuant to the Department of Public Works and Government Services Act, S.C. 1996, c. 16,” The remainder of Section 02 remains unchanged. Section 16 titled “Integrity Provisions - Supply Arrangement” is hereby deleted in its entirety and replaced with: The Supplier Integrity Directive (SID) incorporated by reference into the Request for Supply Arrangements is incorporated into, and forms a binding part of the Supply Arrangement and any resulting contracts. The Supplier must comply with the provisions of the SID, which can be found on the Canada Revenue Agency’s website at http://www.cra-arc.gc.ca/gncy/prcrmnt/menu-eng.html. Section 18 titled “Code of Conduct for Procurement—Supply Arrangement” is hereby deleted in its entirety.

A-6.4 Term of Supply Arrangement

A-6.4.1 Period of the Supply Arrangement The period for awarding contracts under the Supply Arrangement is from _______ to _________.

A-6.5 Authorities

A-6.5.1 Supply Arrangement Authority The SA Authority is responsible for all matters pertaining to the administration of the SA including interpretation, the SA, and addition or removal of Suppliers to the SA as described herein.

The Supply Arrangement Authority is: Name: Chrystal Imbeau Title: Supply Business Analyst Canada Revenue Agency Contracting Division Address: 250 Albert St, 8th floor, Ottawa ON K1A 0L5 Telephone: 613-995-4672 Facsimile: 613-957-6655





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E-mail address: [email protected]

A-6.5.2Project Authority

The Project Authority is the representative of the department or agency for whom the Work is being carried out under the Supply Arrangement and is responsible for all matters concerning the technical content of the Work under the Contract. Technical matters may be discussed with the Project Authority, however the Project Authority has no authority to authorize changes to the scope of the Work. Changes to the scope of the Work can only be made through an amendment issued by the Supply Arrangement Authority. Name: Address: Telephone Number: E-mail Address: A-6.5.3 Supplier's Representative

Name: Address: Telephone Number: Fax Number: E-mail Address: A-6.6 On-going Opportunity for Qualification The Supplier understands that either through a notice posted on the Government Electronic Tendering Service (GETS) or through a process set out in the Supply Arrangement, new suppliers may submit arrangements to pre-qualify and be added to the list of suppliers pre-qualified to provide the goods and services described in the Supply Arrangement. This process will also permit pre-qualified suppliers to qualify for requirements for which they are not already qualified. The Supplier acknowledges that Canada may issue an unlimited number of supply arrangements and may continue to issue supply arrangements to pre-qualified suppliers throughout the Supply Arrangement period. A-6.7 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. (a) the articles of the Supply Arrangement; (b) the general conditions 2020 (2017-09-21), General Conditions - Supply Arrangement - Goods or

Services; (c) the supplemental general conditions 4008 (2008-12-12), Supplemental General Conditions –

Personal Information; (d) Annex A, Statement of Work; (e) Annex B, Security Requirements Checklist; (f) Annex C, Basis of Payment (to be completed upon issuance of SA); (g) the Supplier's arrangement dated _________ (insert date of arrangement) (if the arrangement

was clarified or amended, insert at the time of issuance of the arrangement: “as clarified on _______” or “as amended _________". (Insert date(s) of clarification(s) or amendment(s), if applicable).



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A-6.8 Certifications and Additional Information

A-6.8.1 Compliance Unless specified otherwise, the continuous compliance with the certifications provided by the Supplier in its arrangement or precedent to issuance of the Supply Arrangement (SA), and the ongoing cooperation in providing additional information are conditions of issuance of the SA and failure to comply will constitute the Supplier in default. Certifications are subject to verification by Canada during the entire period of the SA and of any resulting contract that would continue beyond the period of the SA. A-6.9 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 Ontario.

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Annex “A” Statement of Work 1.0 Background The purpose of the Scientific Research and Experimental Development (SR&ED) program is to provide tax credits on a timely basis to Canadian businesses that undertake SR&ED work in Canada as defined by the Income Tax Act. Tax credits are either non-refundable or refundable. For Canadian Controlled Private Corporations, refunds and tax credits are provided within one hundred and twenty (120) calendar days. All other businesses, tax credits are provided within three hundred and sixty five (365) calendar days. The SR&ED program is administered by the CRA. Please refer to subsection 248(1) of the Income Tax Act for the definition of SR&ED. 2.0 Objective To obtain the services of qualified Consultants to provide technical expertise and advice:

a. on the eligibility of work claimed under the Scientific Research and Experimental Development (SR&ED) program; or

b. on cases where a Notice of Objection (NOO) a formal objection of a notice of assessment, has been received.

The consultant will, with oversight and direction of the Canada Revenue Agency’s (CRA’s) Research and Technology Advisor (RTA), provide technical expertise and advice on the eligibility of work claimed under the SR&ED program, and on issues related to eligibility of work. Eligible work is work which is SR&ED as defined under section 248(1) of the Income Tax Act http://laws-lois.justice.gc.ca/eng/acts/I-3.3/ for SR&ED Project Definition Principles please refer to Eligibility of work for SR&ED investment tax credits The Consultant will provide a report as outlined at A-5.0 Tasks. The consultant will, with the oversight and direction of the CRA’s Science Policy Advisor (SPA), provide technical expertise and advice on cases where a Notice of Objection (NOO) has been filed on issues related to eligibility of work. For information on NOO please refer to Guidelines for resolving claimants’ SR&ED concerns. The Consultant will provide a report as outlined at 5.0 Tasks. 3.0 Relevant Documents Definitions The following documents provide definitions pertaining to the SR&ED program. Definition Document Title URL SR&ED Subsection 248(1) of the Income Tax Act


See 248 Eligible SR&ED work

Subsection 248(1) of the Income Tax Act http://laws-lois.justice.gc.ca/eng/acts/I-3.3/ See 248

SR&ED Project Definition Principles

SR&ED Project Definition Principles Eligibility of work for SR&ED investment tax credits

CRA’s interpretation of SR&ED

Various Titles SR&ED Program policies


http://www.cra-arc.gc.ca/txcrdt/sred-rsde/clmng/lgbltywrkfrsrdnvstmnttxcrdts-eng.html

http://www.cra-arc.gc.ca/txcrdt/sred-rsde/pblctns/p2000-02r-eng.html

http://www.cra-arc.gc.ca/txcrdt/sred-rsde/pblctns/p2000-02r-eng.html







http://www.cra-arc.gc.ca/txcrdt/sred-rsde/plcsctsndrgltns-eng.html

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References Consultants must be familiar with the following documents.

Title Website URL Relevant sections of the Income Tax Act Subsection 248(1) of the Income Tax Act


See 248 CRA publications and guidelines on the interpretation of SR&ED


The SR&ED Technical Review http://www.cra-arc.gc.ca/txcrdt/sred-rsde/pblctns/gd-tchrvw-eng.html

SR&ED Forms and Publications All related publications 4.0 Scope The terms of reference for performing the work under a Contract will be Subsection 248(1) of the Income Tax Act, CRA publications and guidelines on the interpretation of SR&ED and the administration of the SR&ED program. Links to the relevant documents are located in 3.0 Relevant Documents or will be provided to the Consultant by the RTA. In carrying out the work, the Consultant will be assisted by the CRA’s RTA who will explain the CRA’s interpretation of SR&ED and the administration of the SR&ED program. 5.0 Tasks All work to be performed will adhere to Agency Standards and Procedures as stated in Agency Directives, Application Policies, Guides and other CRA documents referenced in 3.0 Relevant Documents. The tasks involved in performing the work under each new assignment include the following: An initial meeting with the RTA or the SPA at the local SR&ED office will be organized between the Consultant and RTA or SPA. At this meeting, the Consultant will be provided a case-specific SOW, work schedule and any additional, relevant documentation to the claim. The RTA or SPA and the Consultant will review the services required, the work to be completed and the delivery schedule. Review and become familiar with the sections of the Income Tax Act and the Income Tax Regulations that define the SR&ED tax incentive program. Review and become familiar with all Directives, Application Policies, Guides and other CRA documents relating to the SR&ED program and to the technical review process. Information is available through the following CRA public website: Scientific Research and Experimental Development Tax Incentive Program. Review claimant’s project information, and if required, the claimant’s supporting evidence. Ascertain if and what additional information and work will be required to address all issues outlined in the case-specific SOW. Obtain this information if it is available in the public domain. If the information is needed from the claimant, the Consultant must communicate this through the RTA, the SPA or other authorized CRA representative, not directly to the claimant. Meet with the claimant or the claimant’s representative at their places of business or at other locations such as accountants’ offices to resolve the issues stated herein. If the Consultant determines that a meeting with the claimants is not required to resolve any of the issues, the Consultant must first discuss this with the RTA. The Consultant must not contact the claimant without approval of the RTA






http://www.cra-arc.gc.ca/txcrdt/sred-rsde/pblctnsndfrms-eng.html



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Provide updates to the RTA or SPA as noted in 10.0 Schedule and upon request, on the status of the work performed. Updates may be done by phone or in person, to be determined between the Consultant and the RTA or SPA. As per 10.0 Schedule, meet with and provide updates on the status of the work performed and discuss any issues arising from the technical review with the SR&ED Financial Reviewer (FR) as required by the RTA. The FR is CRA’s employee responsible for verifying the financial elements of the claim. Updates will required will be in person or by telephone. Provide a report detailing all work performed and all conclusions drawn from the technical review. The report will address all issues contained in the initial Work Plan plus any other issues that arose during the course of the work. The conclusions contained in the report must be supported by a rationale and be based on the work performed. This report will be provided in either French or English, as indicated in the contract and will meet Agency standards as established by the material reference in 3.0 Relevant Documents above. 6.0 Client Support The CRA will provide in-depth and ongoing advice, guidance and support to the Consultant throughout the contract, and specifically undertakes to do the following: Provide Work Plan (9.0 Workplan) which will provide case-specific work, Schedule, claimant documentation and ANNEX A – Statement of Work, 11.0 Additional Information (if applicable);

i. If the Consultant is not able to access the following CRA public website: SR&ED Program policies, the CRA will provide, upon the Consultant’s request, the sections of the Income Tax Act, the Income Tax Regulations that define the SR&ED tax incentive program, all Directives, Application Policies, Guides and other CRA documents relating to the SR&ED program and to the SR&ED Technical Review process; and

ii. In order to meet the security requirements for taxpayer/claimant information, all work must be

performed on an Agency approved encrypted computer. The RTA or SPA will supply a laptop computer to the Consultant after the Contract has been accepted and the Consultant will perform all work, including reading e-documents, related to the contract on this laptop. The Consultant will follow the Agency’s security policy for computer hardware, software and electronic data. All equipment will be returned to the RTA or SPA at the end of the contract. Refer to ANNEX D-3 Laptop Release – Certifications for Safeguarding of Protected Information and Assets for related instructions.

7.0 Deliverables At the date indicated in the 10.0 Schedule, the Consultant will provide a report to the RTA or SPA detailing all work performed and all conclusions drawn from the work performed. The findings of the report will be clearly supported by a evidence and the work performed. This report will be provided in either French or English, as indicated in the 9.0 Work Plan and will meet Agency standards as established by the material references in 4.0 Scope above. The report will be modified as required to meet Agency standards noted in “The SR&ED Technical Review” listed in 3.0 Relevant Documents. 8.0 Constraints

The Consultant must maintain a valid Reliability Screening security clearance for the duration of the contract. Failure to maintain a valid security clearance will result in the immediate removal of the Consultant from the Supply Arrangement and if under contract at the time, termination of the contract for default.



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The Consultant must maintain any Business Licenses required to operate legally in their region of work for the duration of the contract. Failure to maintain applicable licenses will result in the immediate removal of the Consultant from the Supply Arrangement and if under contract at the time, termination of the contract for default. Any Supplier or consultants that are required to work on site during non-business hours under this Contract must obtain pre-authorization in writing by the Research and Technology Advisor or the Science Policy Advisor prior to commencing work. The Statement of Work for each individual contract will contain the following case-specific information:

9.0 Work Plan A work plan is a document prepared by the RTA or SPA which documents their plan for the technical review, and identifies the review issues, the scope of the review, and the proposed methodology to resolve those issues 10.0 Schedule The RTA or SPA will complete this section detailing the schedule that needs to be met. 11.0 Additional Information The RTA or SPA will provide any additional information that needs to be included for this claim

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Annex C, Basis of Payment (to be completed upon issuance of SA)

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B. Arrangement Solicitation

B-1.0 Supplier Selection Methodology

The Supplier selection process from the SA will depend on the overall estimated value of the requirement. Due to the sensitive nature of the information provided by taxpayers/claimants in a SR&ED claim, no person having any past, existing or potential conflict of interest may have access to this information. Suppliers who have a consultant in a position of conflict of interest will not be eligible to be awarded a contract for that requirement. Suppliers must declare any conflict of interest prior to being awarded a contract by signing Part 5 – Certifications, Conflict of Interest. Any declarations of conflict of interest will be kept in the Consultant’s profile. Should a taxpayer/claimant express concerns regarding a conflict of interest, a copy of the Conflict of Interest Statement signed by the Consultant will be shown to the taxpayer/claimant. A copy of the Consultant’s resume may also be shown to the taxpayer/claimant upon request. If a taxpayer/claimant can demonstrate that the Consultant is in real or potential conflict of interest, the taxpayer’s/claimant’s name shall be identified in the Consultant’s profile as a being in conflict of interest with this particular taxpayer/claimant. A conflict of interest may arise when one of the following situations occur:

iii) When a Supplier would prepare or help to prepare SR&ED claims for itself or for other taxpayers/claimants to be sent to the CRA.

iv) When a supplier:

vii. does not deal at arm’s length with a particular taxpayer/claimant ; viii. has any existing or potential pecuniary interest in a taxpayer’s/claimant’s affairs ; ix. has any past, existing or potential interest regarding the utilization of a

taxpayer’s/claimant’s research or intellectual property; x. is in the same business (in direct competition) as the taxpayer; xi. could use, in his own business, the information he would obtain from the taxpayer;

or xii. has previously worked as an employee or a consultant for the taxpayer.

B-1.1 For requirements valued less than $25,000 (GST/HST included) The CRA will direct a contract based on the following:

scientific/technical field required

keyword search Consultant’s case-specific experience area of work language of work

Consultant availability best value to CRA conflict of interest status

B-1.2 For requirements valued more than $25,000 (GST/HST included) but less than the current NAFTA threshold

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Three (3) Suppliers will be sent a request for proposal and solicited to compete for the work. Should three (3) Suppliers not be available, two (2) Suppliers will be solicited. The Suppliers will be selected based on the following:

scientific/technical field required keyword search Consultant’s case-specific experience

area of work language of work Consultant availability conflict of interest status

Arrangements will be evaluated based on one or more of the following items that will be specified in the solicitation document:

Mandatory Criteria Point Rated Criteria Financial Criteria

B-1.3 For requirements valued higher than the current Trade Agreement thresholds All Suppliers listed in the required scientific/technical field will be sent a request for proposal and solicited to compete for the work.

Arrangements will be evaluated based on one or more of the following items that will be specified in the solicitation document:

Mandatory Criteria Point Rated Criteria Financial Criteria

A Notice of Proposed Procurement (NPP) will be posted on the Government Electronic Tendering System (GETS) for 40 calendar days.

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C. Resulting Contract Clauses The following clauses and conditions apply to and form part of any contract awarded pursuant to this supply arrangement. C-1.0 Revision of Departmental Name

Reference to the Minister of Public Works and Government Services or to Public Works and Government Services Canada contained in any term, condition or clause of the contract shall be interpreted as a reference to the Commissioner of Revenue or the Canada Revenue Agency, as the case may be, with the exception of the following clauses:

a) Standard Clauses and Conditions; and

b) Security Requirements.

C-2.0 Agency Restructuring

In cases where the Contracting Authority’s department or agency is being reconfigured, absorbed by another government department or agency, or disbanded entirely, the Commissioner may, by giving notice to the Supplier, designate another Contracting Authority for all or part of the Contract.

C-3.0 Standard Clauses and Conditions SACC A0000C (2012-07-16)

All clauses and conditions identified in the Contract by number, date and title are set out in the Standard Acquisition Clauses and Conditions Manual issued by Public Works and Government Services Canada (PWGSC). The Manual is available on the PWGSC Website: https://buyandsell.gc.ca/policy-and-guidelines/standard-acquisition-clauses-and-conditions-manual The following clauses are incorporated by reference:

SACC

Reference Clause Title Date

A2000C or A2001C

Foreign Nationals (Canadian Contractor) Foreign Nationals (Foreign Contractor)

2006-06-16 2006-06-16

A3015C Certifications 2014-06-26 A9065C Identification Badge 2006-06-16 A9068C Site Regulations 2010-01-11 A9113C Handling of Personal Information 2014-11-27 A9117C T1204 – Direct Request by Customer Department 2007-11-30 B9028C Access to Facilities and Equipment 2007-05-25 C6000C Limitation of Price 2011-05-16 C0711C Time Verification 2008-05-12 C0100C or C0705C

Discretionary Audit – Commercial Goods and/or Services Discretionary Audit

2010-01-11 2010-01-11

C2000C Taxes-Foreign-based Contractor 2007-11-30 C2605C Canadian Customs Duties & Sales Tax –Foreign-based

Contractor 2008-05-12

G1005C Insurance 2008-05-12 H1008C Monthly Payments 2008-05-12



http://buyandsell.gc.ca/policy-and-guidelines/standard-acquisition-clauses-and-conditions-manual/5/C/C6000C/6

http://buyandsell.gc.ca/policy-and-guidelines/standard-acquisition-clauses-and-conditions-manual/5/C/C0101C/2

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C-4.0 General Conditions

2035 (2016-04-04) General Conditions – Higher Complexity - Services, apply to and form part of the Contract. Section 01 titled “Interpretation” the definition of "Canada", "Crown", "Her Majesty" or "the Government" is hereby amended to read: "Canada", "Crown", "Her Majesty" or "the Government" means Her Majesty the Queen in right of Canada as represented by the Canada Revenue Agency (CRA). Section 02 titled “Standard Clauses and Conditions” is hereby amended to delete the phrase “Pursuant to the Department of Public Works and Government Services Act, S.C. 1996, c. 16,” The remainder of Section 02 remains unchanged. Section 08 titled “Replacement of specific individuals” is hereby deleted in its entirety. Section 22 titled “Confidentiality”, Subsection 5 is hereby amended to delete Public Services and Procurement Canada (PSPC) and insert Canada Revenue Agency (CRA). Subsection 6 is hereby amended to delete “PSPC Industrial Security Manual and its supplements”, and insert “Security Requirements for the Protection of Sensitive Information” issued by the CRA, Security and Internal Affairs Directorate (SIAD). The remainder of Section 22 remains unchanged. Section 41 titled “Integrity Provisions- Contract”, subsection 1 is hereby deleted in its entirety and replaced with: The Supplier Integrity Directive (SID) incorporated by reference into the bid solicitation is incorporated into, and forms a binding part of the Contract. The Contractor must comply with the provisions of the SID, which can be found on the Canada Revenue Agency’s website at http://www.cra-arc.gc.ca/gncy/prcrmnt/menu-eng.html. The Contractor must comply with the provisions of the SID, which can be found on the Canada Revenue Agency’s website at http://www.cra-arc.gc.ca/gncy/prcrmnt/menu-eng.html.

C-5.0 Supplemental General Conditions

4008 (2008-12-12), Supplemental General Conditions – Personal Information, apply to and form part of the Contract.

C-6.0 Security Requirements

The following security requirement (SRCL and related clauses) applies and forms part of the Contract.

Security Requirements – Canadian Suppliers

Document Safeguarding and or Production Capabilities – with Computer Systems

1. The Supplier personnel requiring access to Protected information, assets or sensitive work site(s) must each hold a valid Reliability screening, granted by the Security and Internal Affairs Directorate (SIAD) of the Canada Revenue Agency (CRA) or the Canadian and International Industrial Security Directorate (CIISD) of Public Works and Government Services Canada (PWGSC).




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2. The Supplier must not remove any Protected information or assets from the identified and approved work site(s), and the Supplier must ensure that its personnel are made aware of and comply with this restriction.




permission of CRA.





OR

Security Requirements – non-Canadian Suppliers

Document Safeguarding and / or Production Capabilities – with Computer Systems




3. Subcontracts during the performance or the Contract shall include the security requirements for

an approved Document Safeguarding at the level of Protected B as issued or granted by CIISD or be a facility approved by the SIAD of the CRA. Before performing any work, the Supplier shall ensure that the sub-contractor holds an approved Facility for Document Safeguarding at the Protected B level issued or granted by the CIISD or a letter issued by the SIAD confirming that the facility is approved and meets the CRA security requirements.

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4. The Supplier must not remove any protected information or assets from the identified and

approved work site(s), and the Supplier must ensure that its personnel are made aware of and comply with this restriction.




permission of CRA.





C-7.0 Supplier Identification Protocol

The Supplier is responsible for ensuring that each of its employees, officers, directors, agents, and resources (hereinafter referred to as “Supplier Resource”) complies with the following self-identification requirements:

i. A Supplier Resource who attends a Government of Canada meeting whether internal or external must identify themselves as being a representative of the Supplier prior to the commencement of the meeting to ensure that each meeting participant is aware of the fact that the individual is not a government employee;

ii. During the performance of any Work at a Government of Canada site, each Supplier Resource

must be clearly identified at all times as being a Supplier Resource; and

iii. If a Supplier Resource requires the use of the Government of Canada’s e-mail system in the performance of the Work, then the individual must clearly identify themselves as a non-government employee 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.

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C-8.0 Delivery Deliverables must be received by the RTA at the place and time specified in the Statement of Work. C-9.0 Inspection and Acceptance All work carried out under this contract is to be performed to the satisfaction of the Research and Technology Advisor (RTA) or a designated representative in accordance with the terms and conditions of this Contract. If the work or any portions thereof not be satisfactory, the RTA reserves the right to reject it, in part or in its entirety, and to require its correction before recommending payment.

C-10.0 Payment Process

At Canada’s discretion the Supplier will be paid using direct deposit, or cheque. All communications regarding the specific method of payment, including changes thereto, will be in writing via email as it’s not Canada’s desire to formally amend the Contract if the payment method is changed. At its sole discretion Canada may change the method of payment at any time during the period of the Contract, including any extension thereto, to one of the other two payment methods stated above. It is the sole responsibility of the Supplier to ensure that their organization is entitled to receive payment from the Government of Canada.

C-10.1 Payment by Direct Deposit

The Supplier shall accept Direct Deposit for payment of the goods and/or services described herein. Payments by direct deposit will be subject to Article 16 – Payment Period and Article 17 - Interest on Overdue Accounts, set out in 2035 General Conditions (2016-04-04) forming part of the Contract. To complete or amend a direct deposit registration, the Supplier must complete the Vendor Electronic Payment Registration form accessible at: http://www.cra-arc.gc.ca/E/pbg/tf/rc231/rc231-14e.pdf It is the sole responsibility of the Supplier to ensure that the information and account number submitted to Canada via their Vendor Electronic Payment Registration form is up to date. Should the Supplier’s information within the Vendor Electronic Payment Registration form not be accurate or up to date, the provisions identified herein under Article 16 – Payment Period and Article 17 - Interest on Overdue Accounts, set out in 2035 General Conditions (2016-04-04) forming part of the Contract will not apply, until the Supplier corrects the matter. C-10.2 Payment by Cheque

The Supplier shall accept Government of Canada cheques for the payment of goods and or services described herein. C-11.0 Invoicing Instructions

Payments will be made not more frequently than once a month for costs and charges incurred in accordance with the Basis of Payment, provided that:

a) The Supplier submits an invoice promptly after the first day of each month to the RTA and a

copy to the Contracting Authority. The following details must be included:

the invoicing date; name and address of the RTA; deliverable and or description of the work, including date of work performed; contract number;

http://www.cra-arc.gc.ca/E/pbg/tf/rc231/rc231-14e.pdf

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the amount invoiced (exclusive of the Goods and Services Tax (GST) or the Harmonized Sales Tax (HST) as appropriate) and the amount of GST or HST, as appropriate, shown separately; and

a monthly progress report, as per Annex A Statement Of Work, 7.0 Deliverables. b) The invoice is approved by the RTA; c) The invoice includes backup documentation; original documents wherever possible, receipts,

vouchers, to support the invoice.

The final invoice shall be payable to the Supplier, subject to:

a) Completion and acceptance of all of the Work under the Contract;

b) The submission of all deliverable items to the RTA;

c) The approval of the final invoice by the RTA.

Payments shall be regarded as interim payments only and CRA shall have the right to conduct interim cost and or time verifications or audits and to make adjustments from time to time during the performance of the Work. Any overpayments resulting from such progress payments or otherwise shall be refunded promptly to CRA.

Payment by CRA to the Supplier for the Work shall be made:

a) in the case of a payment other than the final payment, within thirty (30) days following the

date on which an invoice and substantiating documentation are received according to the terms of the contract;

or

b) in the case of a final payment, within thirty (30) days following the date of receipt of the duly completed final invoice, or within thirty (30) days following the date on which all the work under the Contract is completed; whichever date is the later.

If Canada has any objection to the form of the invoice or the substantiating documentation, within fifteen (15) days of its receipt, Canada shall notify the Supplier Resource of the nature of the objection. "Form of the invoice" means a claim which contains or is accompanied by such substantiating documentation as Canada requires. Failure by Canada to act within fifteen (15) days will only result in the date specified in paragraphs a) and b) above, applying for the sole purpose of calculating interest on overdue accounts.

C-12.0 Certifications

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

C-13.0 Applicable Laws

The Contract must be interpreted and governed, and the relations between the parties determined, by the laws in force in Ontario.

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C-14.0 Alternative Dispute Resolution

NEGOTIATION FOLLOWED BY MANDATORY MEDIATION, THEN, IF NECESSARY BY ARBITRATION OR LITIGATION The parties agree to meet, negotiate in good faith, and attempt to resolve, amicably, any dispute arising out of or related to the contract or any breach thereof. If the parties are unable to resolve the dispute through negotiations within 10 working days, the parties agree to attempt to resolve the dispute through mediation by submitting the dispute to a sole mediator selected jointly by the parties. All costs shall be shared equally between the disputing parties. If a dispute cannot be settled with a 15 calendar day period after the mediator has been appointed, or if the parties are unable to select a mediator within 15 calendar days of the date of provision of notice by one party to the other of the intention to proceed to mediation, or such longer period as agreed to by the parties, the parties shall have the right to resort to any remedies permitted by law, including but not limited to arbitration or litigation. All defences based on the passage of time shall be tolled pending the termination of the mediation. C-15.0 Procurement Ombudsman

The parties understand that the Procurement Ombudsman appointed pursuant to Subsection 22.1 (I) of the Department of Public Works and Government Services Act will, on request and consent of the parties, participate in these meetings to resolve any such dispute, and subject to their consent to bear the cost of such process, provide to the parties a proposal for an alternative dispute resolution process to resolve their dispute. The Office of the Procurement Ombudsman may be contacted by telephone at 1-866-734-5169 or by e-mail at [email protected].

C-16.0 Contract Administration

The parties understand that the Procurement Ombudsman appointed pursuant to Subsection 22.1 (I) of the Department of Public Works and Government Services Act will review a complaint filed by [the supplier or the contractor or the name the entity awarded the contract] respecting administration of the contract if the requirements of Subsection 22.2(1) of the Department of Public Works and Government Services Act and Sections 15 and 16 of the Procurement Ombudsman Regulations have been met, and the interpretation and application of the terms and conditions and the scope of the work of the contract are not in dispute. The Office of the Procurement Ombudsman may be contacted by telephone at 1-866-734-5169 or by e-mail at [email protected].

mailto:at%[email protected]


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D. Model Contract The clauses referenced in section C. Resulting Contract Clauses of Supply Arrangement [insert number] apply to and form part of the Contract. 1.0 Requirement The Contractor must perform the Work in accordance with Annex D-1 Statement of Work attached hereto and forming part of the Contract. 2.0 Period of Contract The period of the Contract is from _____ to _____ inclusive. 3.0 Option to Extend the Contract The Contractor grants to Canada the irrevocable option to extend the term of the Contract by up to _______ additional ________ month period(s) under the same conditions. The Contractor agrees that, during the extended period of the Contract, it will be paid in accordance with the applicable provisions as set out in the Basis of Payment. The option may only be exercised by the Contracting Authority and will be evidenced, for administrative purposes only, through a contract amendment. The Contracting Authority may exercise an option at any time before the expiry of the Contract by sending a written notice to the Contractor. 4.0 Option to Purchase Additional Quantities of the Goods, Services or Both The Contractor grants to Canada the irrevocable option to acquire the additional quantities of the goods, services or both described at________ of the Contract under the same terms and conditions and at the rates stated in the Contract. The option may only be exercised by the Contracting Authority and will be evidenced, for administrative purposes only, through a contract amendment. The Contracting Authority may exercise an option at any time before the expiry of the Contract by sending a written notice to the Contractor. 5.0 Authorities

5.1 Contracting Authority

The Contracting Authority for the Contract is:

To be provided at time of Contract award Name: Telephone Number: Fax Number: E-mail address: @cra-arc.gc.ca

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

5.2 Research and Technology Advisor (RTA)

To be provided at time of Contract award

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Name: Address: Telephone Number: Fax Number: E-mail Address:

The RTA is the representative of the department or agency for whom the Work is being carried out under the Contract and is responsible for all matters concerning the technical content of the Work under the Contract. Technical matters may be discussed with the RTA; however, the RTA has no authority to authorize changes to the scope of the Work. Changes to the scope of the Work can only be made through a contract amendment issued by the Contracting Authority.

5.3 Supplier’s Representative

To be provided at time of Contract award Name: Address: Telephone Number: Fax Number: E-mail Address:

6.0 Work Location

All work under this Contract will be performed on the supplied laptop, at the Consultant’s site. The Consultant may be required to meet with the RTA from time to time at the RTA’s location: Research and Technology Advisor’s address:

_To be provided at time of award_ ____________________________

7.0 Priority of Documents

If there is a discrepancy between the wordings 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 Agreement;

2. Supply Arrangement (number to be inserted at time of SA issuance);

3. the general conditions 2035 (2016-04-04) General Conditions – Higher Complexity – Services;

4. supplemental general conditions 4008 (2008-12-12);

5. Annex D-1 Statement of Work;

6. Annex D-2 Security Requirements Check List and attachments;

7. Annex D-3 Laptop Release – Certification for Safeguarding of Protected Information and

Assets;

8. Annex D-4 Claimant Notification Letter;

9. Annex D-5 Consultant Authorization Letter.

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8.0 Basis of Payment

The Contractor will be paid the firm all-inclusive hourly rates as follows, in Canadian funds, GST or HST extra as applicable, for work and services performed pursuant to this Contract.

Consultant Name Scientific/Technical

Field

Firm all-inclusive

hourly rate A

Estimated level of effort

B

Extended Price

A x B = C

______

______ $

$

Taxes

$

Total

$

8.1 Travel and Living Expenses

The Contractor will be reimbursed for the authorized travel and living expenses reasonably and properly incurred in the performance of the Work, at cost, without any allowance for overhead or profit, in accordance with the meal, private vehicle and incidental expense allowances specified in Appendices B, C and D of the CRA’s Travel and Living Guidelines for Contractors (http://www.cra-arc.gc.ca/gncy/prcrmnt/trvl-eng.html), and with the other provisions of the directive referring to "travellers", rather than those referring to "employees". All travel must have the prior authorization of the RTA. All payments are subject to government audit.

Total Estimated Cost: $_________

http://www.cra-arc.gc.ca/gncy/prcrmnt/trvl-eng.html

http://www.cra-arc.gc.ca/gncy/prcrmnt/trvl-eng.html

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Annex D-1 – Statement of Work

The Contactor must perform the following Work in accordance with Supply Arrangement (number to be inserted at contract award) Annex A – Statement of Work. 1.0 Work Plan TBD - A work plan is a document prepared by the RTA or SPA which documents their plan for the technical review, and identifies the review issues, the scope of the review, and the proposed methodology to resolve those issues. 2.0 Schedule TBD - The RTA or SPA will complete this section detailing the schedule that needs to be met. 3.0 Additional Information TBD - The RTA or SPA will provide any additional information that needs to be included for this claim.

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Annex D-2 – Security Requirements Checklist

Canada Revenue

Agency Agence du revenu

du Canada Request for Supply Arrangement

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Annex D-3

Laptop Release - Certification for Safeguarding of Protected Information and Assets

Instructions: Consultants who are required to handle (access, process, transport) CRA protected information and asset outside of CRA premises for the performance of this contract are subject to comply with the following security instructions:

Consultants must use laptop computers provided by CRA equipped with approved logical access controls, encryption and a current anti-virus product for the duration of the contract.

Consultants must store CRA laptop computers in a locked container located in a locked room when not in use.

Consultants must ensure that unauthorized persons do not have access to CRA protected information and asset (laptop).

Consultants must store CRA protected information in a locked container located in a locked room when not in use.

Consultants must store CRA protected waste in a locked container until it is returned to CRA to be destroyed.

Consultants must report immediately any actual or suspected loss, or unauthorized disclosure of information to CRA security official.

Consultants must report immediately any theft of CRA asset (laptop) to the Agency Operations Centre (AOC) of the Security and Internal Affairs Directorate at 1-866-362-0192 and to the RTA responsible for the contract.

In transit:

Consultants must exercise good judgment and ensure that every reasonable effort has been made to minimize the risk to CRA protected information or asset (laptop) at all times.

Consultants must secure CRA protected information and asset (laptop) in a locked briefcase when transporting the information. The briefcase must be tagged with a forwarding or return address and/or phone number of the Consultant’s office. While travelling by vehicle, the briefcase must be placed in a locked trunk or out of sight in a locked vehicle.

While on public transit systems, Consultants must maintain control of the briefcase containing CRA protected information and must not expose the material to others.

At the completion of Contract:

Once all work has been completed by the Consultant and the report has been finalized, the Consultant must return the laptop to the RTA responsible for the contract. The contract will not be considered complete until the laptop has been returned. The laptop will then be forwarded to the local CRA Information Technology Section, who will ensure complete erasure of all information stored on the laptop including both data files and program files.

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Certification I acknowledge that I have been provided with a personal computer by the Canada Revenue Agency (CRA), for my personal use only for the duration of the Contract and I agree that all Work including the creation, processing and storage of information relating to this Contract will be performed exclusively on this personal computer. I will not email or otherwise transfer any Work or CRA provided informat ion from this computer, nor will I make any copies in any format of any Work or CRA provided information other than as specifically required under this Contract. I will not install any software onto the computer without prior written authorization of the CRA, nor will I delete, alter, change, or tamper with any of the software that has been pre-installed on the computer. At the end of the contract I will return this personal computer to the Agency. As personal computers are susceptible to theft or loss, I will take all reasonable measures to ensure the safekeeping of the personal computer provided to me by the CRA including without limitation ensuring that the computer is locked in an appropriate cabinet or secure room when not in use, and is kept in the trunk of the car or not in plain sight when being transported”.

Consultant Name Signature Date

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Annex D-4 Claimant Notification Letter

Claimant Name and Address Date

I am writing to inform you that Consultant Name, a consultant from City and Province is proposed to be contracted as an independent expert by the Canada Revenue Agency (CRA) to assist in the conduct of the technical review of your Scientific Research and Experimental Development (SR&ED) investment tax credit claims for the tax years ended Fiscal Year End under the Income Tax Act. Therefore, in performing his duties, Consultant Name is subject to the "Communication of Information" provisions of section 241 and subsection 239(2.2) of the Income Tax Act. Consultant Name will provide assistance to RTA’s Name, a Research and Technology Advisor (RTA) with the CRA who is responsible for the technical review of your SR&ED investment tax credit claim. All requests for additional information with respect to your SR&ED claim will be made by the RTA. Please call the Research and Technology Advisor at RTA’s Phone Number if you have any concerns or questions about the review. Yours sincerely, ____________________________________________ Signed by: Name of Assistant Director Address of Assistant Director

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Annex D-5 Consultant Authorization Letter

IN THE MATTER OF THE INCOME TAX ACT & Claimant Name and Address Director’s Name, Director of the Region Name Tax Services Office of the Canada Revenue Agency has authorized Consultant’s Name for the purpose of section 231.1 of the Income Tax Act.

Section 231.1 conveys the following powers to authorized persons:

1) Inspections

An authorized person may, at all reasonable times, for any purpose related to the administration or enforcement of this Act,

(a) inspect, audit or examine the books and records of a taxpayer and any document of the taxpayer or of any other person that relates or may relate to the information that is or should be in the books or records of the taxpayer or to any amount payable by the taxpayer under this Act, and

(b) examine property in an inventory of a taxpayer and any property or process of, or matter relating to, the taxpayer or any other person, an examination of which may assist the authorized person in determining the accuracy of the inventory of the taxpayer or in ascertaining the information that is or should be in the books or records of the taxpayer or any amount payable by the taxpayer under this Act,

and for those purposes the authorized person may

(c) subject to subsection (2), enter into any premises or place where any business is carried on, any property is kept, anything is done in connection with any business or any books or records are or should be kept, and

(d) require the owner or manager of the property or business and any other person on the premises or place to give the authorized person all reasonable assistance and to answer all proper questions relating to the administration or enforcement of this Act and, for that purpose, require the owner or manager to attend at the premises or place with the authorized person.

This document has been executed under the INCOME TAX ACT.

RESTRICTIONS:

This authorization ceases to be effective on the Expiry Date.

_____________________________________

Signed by:

Name of the Director of the TSO Address of the TSO