P RIORITY OF D OCUMENTS - STANDING OFFER

PART 7 - STANDING OFFER AND RESULTING CONTRACT CLAUSES

A. STANDING OFFER

7.11 P RIORITY OF D OCUMENTS

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 call up against the Standing Offer, including any annexes;

b) the articles of the Standing Offer;

c) the general conditions 2005 (2017-06-21), General Conditions - Standing Offers - Goods or Services

d) General Conditions 2010C (2020-05-28), General Conditions - Services (Medium Complexity);

e) Annex G, Statement of Work;

f) Annex A, Basis of Payment;

g) Annex B, Insurance Requirements ;

h) the Offeror's offer dated _________ (insert date of offer) 7.12 Certifications and Additional Information

7.12.1 Compliance

Unless specified otherwise, the continuous compliance with the certifications provided by the Offeror with its offer or precedent to issuance of the Standing Offer (SO), and the ongoing cooperation in providing additional information are conditions of issuance of the SO and failure to comply will constitute the Offeror in default. Certifications are subject to verification by Canada during the entire period of the SO and of any resulting contract that would continue beyond the period of the SO.

7.12.2 SACC Manual Clauses

SACC Reference Section Date

A0285C Workers Compensation 2007/05/25

M3020C Status and Availability of Resources – Standing Offer 2016/01/28 7.13 Applicable Laws

The Standing Offer and any contract resulting from the Standing Offer must be interpreted and governed, and the relations between the parties determined, by the laws in force in Prince Edward Island.

7.14 Transition to an e-Procurement Solution (EPS)

During the period of the Standing Offer, Canada may transition to an EPS for more efficient processing and management of individual call-ups for any or all of the SO’s applicable goods and services. Canada reserves the right, at its sole discretion, to make the use of the new e-procurement solution mandatory.

Canada agrees to provide the Offeror with at least a three-month notice to allow for any measures necessary for the integration of the Offer into the EPS. The notice will include a detailed information package indicating the requirements, as well as any applicable guidance and support.

If the Offeror chooses not to offer their goods or services through the e-procurement solution, the Standing Offer may be set aside by Canada.

B. RESULTING CONTRACT CLAUSES

The following clauses and conditions apply to and form part of any contract resulting from a call-up against the Standing Offer.

7.1 Statement of Work

The Contractor must perform the Work described in the call-up against the Standing Offer.

7.2 Standard Clauses and Conditions 7.2.1 General Conditions

2005(2017-06-21) General Conditions - Standing Offers - Goods or Services 7.2.2 Supplemental General Conditions

2010C(2020-05-28), General Conditions - Services (Medium Complexity) apply to and form part of the Contract.

7.2.3 SACC Manual clauses

SACC Manual Clause M3800C (2006-08-15) Estimates 7.3 Term of Contract

7.3.1 Period of the Contract

The period of contract is from Date of Award, and for a two(2) year period.

7.3.2 Delivery Date

Delivery must be completed in accordance with the call-up against the Standing Offer.

7.4 Proactive Disclosure of Contracts with Former Public Servants

By providing information on its status, with respect to being a former public servant in receipt of a Public Service Superannuation Act (PSSA) pension, the Contractor has agreed that this information will be reported on departmental websites as part of the published proactive disclosure reports, in accordance with Contracting Policy Notice: 2019-01 of the Treasury Board Secretariat of Canada.

(Derived from - Provenant de: A3025C, 2020-05-04)

7.5 Payment

7.5.1 Basis of Payment

In consideration of the Contractor satisfactorily completing all of its obligations under the Contract, the Contractor will be paid a firm unit prices as specified in Annex A. Applicable Taxes are extra.

Canada will not pay the Contractor for any design changes, modifications or interpretations of the Work, unless they have been approved, in writing, by the Contracting Authority before their incorporation into the Work.

7.5.2 Limitation of Expenditure

1. Canada's total liability to the Contractor under the Contract must not exceed $77,900.00. Customs duties are included and Applicable Taxes are extra.

2. No increase in the total liability of Canada or in the price of the Work resulting from any design changes, modifications or interpretations of the Work, will be authorized or paid to the Contractor unless these design changes, modifications or interpretations have been approved, in writing, by the Contracting Authority before their incorporation into the Work. The Contractor must not perform any work or provide any service that would result in Canada's total liability being exceeded before

obtaining the written approval of the Contracting Authority. The Contractor must notify the Contracting Authority in writing as to the adequacy of this sum:

a. when it is 75% committed, or

b. four months before the contract expiry date, or

c. as soon as the Contractor considers that the contract funds provided are inadequate for the completion of the Work, whichever comes first.

3. If the notification is for inadequate contract funds, the Contractor must provide to the Contracting Authority a written estimate for the additional funds required. Provision of such information by the Contractor does not increase Canada's liability.

(Derived from - Provenant de: C6001C, 2017/08/17)

7.5.3 Method of Payment

SACC Manual Clause H1001C (2008-05-12) Multiple Payments 7.5.4 SACC Manual Clauses

SACC Manual Clause C0711C (2008-05-12) Time Verification 7.5.5 Electronic Payment of Invoices – Call-up

The Contractor accepts to be paid using any of the following Electronic Payment Instrument(s):

a. Visa Acquisition Card;

b. MasterCard Acquisition Card;

c. Direct Deposit (Domestic and International);

d. Electronic Data Interchange (EDI);

e. Wire Transfer (International Only);

f. Large Value Transfer System (LVTS) (Over $25M) 7.6 Invoicing Instructions

7.6.1 The Contractor must submit invoices in accordance with the section entitled "Invoice Submission" of the general conditions. Invoices cannot be submitted until all work identified in the invoice is completed.

7.6.2 Invoices must be distributed as follows:

a) The original and one (1) copy must be forwarded to the address shown on page 1 of the Contract for certification and payment.

7.7 Insurance Requirements

The Contractor must comply with the insurance requirements specified in Annex “B”. The Contractor must maintain the required insurance coverage for the duration of the Contract. Compliance with the insurance requirements does not release the Contractor from or reduce its liability under the Contract.

The Contractor is responsible for deciding if additional insurance coverage is necessary to fulfill its obligation under the Contract and to ensure compliance with any applicable law. Any additional insurance coverage is at the Contractor's expense, and for its own benefit and protection.

The Contractor must forward to the Contracting Authority within ten (10) days after the date of award of the Contract, a Certificate of Insurance evidencing the insurance coverage and confirming that the insurance policy complying with the requirements is in force. For Canadian-based Contractors, coverage must be placed with an Insurer licensed to carry out business in Canada, however, for Foreign-based Contractors, coverage must be placed with an Insurer with an A.M. Best Rating no less than “A-”. The Contractor must, if requested by the Contracting Authority, forward to Canada a certified true copy of all applicable insurance policies.

(Derived from - Provenant de: G1001C, 2013/11/06)

7.8 SACC Manual Clauses

SACC Manual Clause A9068C (2010-01-11) Government Site Regulation 7.9 Dispute Resolution

(a) The parties agree to maintain open and honest communication about the Work throughout and after the performance of the contract.

(b) The parties agree to consult and co-operate with each other in the furtherance of the contract and promptly notify the other party or parties and attempt to resolve problems or differences that may arise.

(c) If the parties cannot resolve a dispute through consultation and cooperation, the parties agree to consult a neutral third party offering alternative dispute resolution services to attempt to address the dispute.

(d) Options of alternative dispute resolution services can be found on Canada’s Buy and Sell website under the heading “Dispute Resolution”.

ANNEX "A"

BASIS OF PAYMENT (From Date of Award, for a period of two (2) years) UNIT PRICE TABLE

PRICING SCHEDULE YEAR 1 AND 2

Item Description, Class of

b Reimbursable travel expenses* $10,000.00

3 Concrete Testing

Concrete Aggregate Tests, Sieves Analysis and Fineness Modulus (each unit includes sieve analysis and fineness modulus)

a - Fine Each 20

b - Coarse Each 20

c - Mix Review Each 20

d - Resistance to Abrasion (Los Angeles Abrasion

b - Marshall Stability Each 10

Specific Gravity Each 10

g - Bulk Specific Gravity

5 Granular & Borrow Fill Testing

a Fine, Coarse or Combined Sieve Analysis

7 Mortar & Grout Testing a Compression Strength of

Cubes

Each 200

8 Final Summary Report Each 8

Total estimated amount used for evaluation – Materials testing - Excluding applicable taxes.

Note: The Estimated Hours/Quantity entered in the column for each Item listed is an estimate only for services as and when requested and does not infer that all the quantities for that item will be utilized or that the quantities may not be exceeded. *Costs associated with travel will be based on the National Joint Council Travel Directive, Appendix B – Kilometric Rates – Appendix 1, 2 & 3.

ANNEX "B"

INSURANCE REQUIREMENTS

Certifications Precedent to Standing Offer Award

1. Within seven (7) days and prior to award, provide proof that the Offeror has an account in good standing with the Provincial Workers’ Compensation Board/Commission

2. Within seven (7) days and prior to award, provide proof of liability insurance for a minimum amount of two million ($2,000,000) as specified below

3. Within seven (7) days and prior to award, proof of qualifications:

As per “Terms of Reference” – Annex “G”

INSURANCE REQUIREMENTS Commercial General Liability Insurance

1. The Contractor must obtain Commercial General Liability Insurance, and maintain it in force throughout the duration of the Contract, in an amount usual for a contract of this nature, but for not less than $2,000,000 per accident or occurrence and in the annual aggregate.

2. The Commercial General Liability policy must include the following:

(a) Additional Insured: Canada is added as an additional insured, but only with respect to liability arising out of the Contractor's performance of the Contract. The interest of Canada should read as follows: Canada, as represented by Public Services and Procurement Canada.

(b) Bodily Injury and Property Damage to third parties arising out of the operations of the Contractor.

(c) Products and Completed Operations: Coverage for bodily injury or property damage arising out of goods or products manufactured, sold, handled, or distributed by the Contractor and/or arising out of operations that have been completed by the Contractor.

(d) Personal Injury: While not limited to, the coverage must include Violation of Privacy, Libel and Slander, False Arrest, Detention or Imprisonment and Defamation of Character.

(e) Cross Liability/Separation of Insureds: Without increasing the limit of liability, the policy must protect all insured parties to the full extent of coverage provided. Further, the policy must apply to each Insured in the same manner and to the same extent as if a separate policy had been issued to each.

(f) Blanket Contractual Liability: The policy must, on a blanket basis or by specific reference to the Contract, extend to assumed liabilities with respect to contractual provisions.

(g) Employees and, if applicable, Volunteers must be included as Additional Insured.

(h) Employers' Liability (or confirmation that all employees are covered by Worker's compensation (WSIB) or similar program)

(i) Broad Form Property Damage including Completed Operations: Expands the Property Damage coverage to include certain losses that would otherwise be excluded by the standard care, custody or control exclusion found in a standard policy.

(j) Notice of Cancellation: The Insurer will endeavour to provide the Contracting Authority thirty (30) days written notice of policy cancellation.

(k) If the policy is written on a claims-made basis, coverage must be in place for a period of at least 12 months after the completion or termination of the Contract.

ANNEX “C” to PART 3 OF THE REQUEST FOR STANDING OFFERS ELECTRONIC PAYMENT INSTRUMENTS

The Offeror accepts to be paid by any of the following Electronic Payment Instrument(s):

( ) VISA Acquisition Card;

( ) MasterCard Acquisition Card;

( ) Direct Deposit (Domestic and International);

( ) Electronic Data Interchange (EDI);

( ) Wire Transfer (International Only);

( ) Large Value Transfer System (LVTS) (Over $25M)

ANNEX “D”

COMPLETE LIST OF EACH INDIVIDUAL WHO ARE CURRENTLY DIRECTORS AND/OR OWNERS OF THE OFFEROR

NOTE TO OFFERORS: WRITE DIRECTORS’ AND OR OWNERS’ SURNAMES AND GIVEN NAMES _____________________________________________________________________________

_____________________________________________________________________________

ANNEX “E”

VOLUNTARY CERTIFICATION TO SUPPORT THE USE OF APPRENTICES

Note; The contractor will be asked to fill out a report every six months as included in Annex F

Name: ___________________________________________________________________

Signature: ________________________________________________________________

Company Name: ___________________________________________________________

Company Legal Name: ______________________________________________________

Solicitation Number: _________________________________________________________

Optional information to provide: ________________________________________________

Number of apprentices planned to be working on this contract: ________________________

Trades of those apprentices:

____________________________________________________________________________________

A sample of the “Voluntary Reports for Apprentices Employed during the Contract” is provided at Annex F

ANNEX “F”

VOLUNTARY REPORT FOR APPRENTICES EMPLOYED DURING THE CONTRACT (Sample) (This report is not required at offer deposit)

The Contractor should compile and maintain records on the number of apprentices and their trade that were hired to work on the contract.

The Contractor should provide this data in accordance with the format below. If no apprentices were hired during the contract period, the Contractor should still provide a "nil" report.

The data should be submitted six months after the Contract award or at the end of the Contract, whichever comes first to the Contracting Authority.

Number of apprentices hired Trade

ANNEX “G”

STATEMENT OF WORK - Terms of Reference

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PART 1 - GENERAL

Testing and inspection of concrete, asphaltic concrete, granular fill, mortar materials, reinforcing bars layout will be required for various projects to be located throughout Prince Edward Island.

PART 2 – PERSONNEL

2.1 Public Services & Procurement Canada (PSPC) Departmental Representative

- PSPC Departmental Representative is the PSPC person designated as administering the contract and in charge of the project.

2.2 Field Materials Technician/Technologist

- Must have a minimum of three (3) years related experienced in soil testing, asphalt testing, concrete testing, material sampling, and quality control procedures relating to heavy civil construction. Credentials must be provided to PSPC for verification.

- Must perform sampling, concrete batch plant inspections, on-site testing and inspection of placing of concrete, asphaltic concrete, granular fill, mortar materials and the positioning of the reinforcing bars, when requested.

- Must be a Certified Engineering Technologist or Certified Technician, certified to meet the requirements of the Canadian Standards Association (CSA).

- Must be completely conversant with the Prince Edward Island (PEI) Occupational Health Act and Regulations and have the appropriate training for duties of this position.

The hours quoted in the cost breakdown are for daily time spent on site to perform the specified work. The Consultant is to note that it will be necessary to provide the required services with a twelve (12) hour prior notice of when Technician/Technologist is required on site. All labour costs for work done in association with laboratory testing and inspection are to be included in the quoted rates for specific items stated in the Quotation Summary. All hours of work performed by the Field Technician/Technologist are to be approved by Public Services & Procurement Canada (PSPC) prior to start of work.

The Technician/Technologist is to report to the PSPC Departmental Representative, after or during each site visit, the work performed and any difficulties encountered. The on-site Technician/Technologist must be equipped with a cellular phone to be able to communicate between the field and the PSPC Departmental Representative.

2.3 Materials Engineer

- Must have a minimum of five (5) years related experienced in Asphalt Materials Engineering and Concrete Materials Engineering.

- Must be a Professional Engineer (Licensed to Practice in the province of Prince Edward Island (PEI) and in Good Standing).

- Must have experience and knowledge of materials to review the reports prior to being sent to PSPC, and provide comments of the materials if necessary.

- Must be completely conversant with the Prince Edward Island (PEI) Occupational Health Act and Regulations and have the appropriate training for duties of this position.

All hours of work performed by the Materials Engineer in this capacity are to be approved by PSPC Departmental Representative prior to start of work.

2.4 CSA Requirements

The Consultant firm conducting the laboratory analysis will be a Canadian Standards Association (CSA) accredited firm for concrete inspection. The firm will provide written proof of accreditation upon request of all Technicians/Technologists performing the work.

2.5 Travel

Field staff will be required to travel to the sites to conduct inspections, test materials and collect samples. Costs associated with travel will be based on the National Joint Council Travel Directive, Appendix B – Kilometric Rates – Appendix 1, 2 & 3. These rates can change every 4 months, so the website address below should be consulted for the current rate.

https://www.njc-cnm.gc.ca/directive/d10/v238/s658/en

There will be no overnight accommodations unless approved by PSPC Departmental Representative prior to start of work.

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PART 3 - REPORTS

3.1 General Requirements

1) The Consultant is to perform the required laboratory testing or engineering analysis immediately upon delivery of samples, mix designs, etc. Results are to be forwarded to PSPC Departmental Representative immediately upon completion of findings.

All laboratory and field testing results are to be arranged in tabular forms, signed by the Consultant reviewer and copies of all correspondence are to be provided per the following requirement:

One (1) copy of test results are to be provided to PSPC Departmental Representative via email.

The PSPC Departmental Representative will be identified on each individual Call-up form. The test results will include the engineering analysis, site testing and discussion of test results.

Upon completion of all testing, engineering analysis, and site testing, the Consultant will provide a consolidated report complete with:

- Project description - All test data sheets - Data on testing completed

- Description of methods and procedures used for testing - Results of testing in a tabular form

- Discussion of test results

- Report will be signed by the Consultant appointed reviewer

PSPC Departmental Representative must be informed of all the results from the testing and the on-site inspection immediately after performance of these additional requirements.

2) The final report is to be provided to PSPC in an electronic format (PDF copy) and hard copy (two (2) copies, bounded). Sample results will be presented chronologically for each category of materials tested, pertinent photos taken and commentary if supplementary to daily reporting.

3.2 Additional Services

PSPC Departmental Representative may request from the Consultant to perform additional services based on the results of the above testing. This may include a request for the Consultant’s comments on the test results and recommendations for remedial action.

The method of payment for the provision of this service will be in accordance with the Materials Engineer and Technician/Technologist rates established in the Unit Price Table - Annex ‘A’

Basis of Payment. The PSPC Departmental Representative must pre-approve the time and rate of payment before the service is carried out.

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PART 4 - CONCRETE TESTING AND INSPECTION REQUIREMENTS

4.1 General

All tests required to meet CSA A23.1

All materials and methods used in performance of the concrete testing and inspection are to be performed to CAN3-A23.1-00 - Concrete Materials and Methods of Concrete Construction. All testing of concrete to be performed to CAN3-A23.2-00 - Methods of Testing of Concrete.

All firms responding to this invitation for services must substantiate that they are accredited under the Canadian Standards Association (CSA) to perform testing requirements.

4.2 Concrete Testing

1) Fine and Coarse Aggregate:

a) Sieve Analysis and Fineness Modulus b) Specific Gravity and Absorption c) Soundness of Aggregate

d) Resistance to Abrasion by use of Los Angeles Machine

2) Field preparation of concrete test cylinders including supply molds, field testing for percent air voids and slump tests. Laboratory testing of concrete test cylinders for compressive strength at 3 days if requested, 7, 28 and 56 days.

The Consultant is to check sizes, quantity and placing of all reinforcing steel. One hour of field work verification will be allowed prior to each pour.

The Consultant will maintain a continuous supply of at least six (6) test cylinder molds on site

Dans le document Solicitation No. - N de l'invitation ED /A ED PWC (035) Delivery Required - Livraison exigée. See Herein Voir ci-inclus (Page 18-0)