Canadian Air Transport Security Authority: Digest for July 10, 2024

CATSA regularly evaluates available passenger and baggage screening equipment. If you would like to tell us about your product, contact us at ProcurementInfo@catsa.gc.ca and include the following in your submission:

• A clear description of how your product addresses CATSA's security screening mandate
• Sufficient supporting material for us to make a primary assessment

Note that all personal information collected is protected under the Privacy Act.

Procedure PR038-119-2024/01
Effective: 2024-01-01 | Replaces 2022-01-01
Approved by: Owner| Approved on: 2023-12-13
Owner: Vice-President responsible for Procurement and Contracting

1. General

2. Accountabilities 

(A=Accountable, R=Responsible, S=Support, C=Consulted, I=Informed, N/A=Accountability Not Applicable. If an individual is accountable ("A") and also responsible ("R"), then only "A" will be indicated in chart.)

3. Process

4. Administration

Policy P031
Effective: 2021-07-15 | Replaces 2018-10-01
Approved by: Board of Directors | Approved on: 2021-07-15
Owner: Vice-President responsible for Procurement and Contracting

1. Policy Objective

To establish the requirements, approval authorities and accountabilities for CATSA's procurement and contracting.

2. Policy Statement

Subject to the provisions of this policy, all CATSA procurement and contracting shall be conducted in a manner that:

(i) as required by s. 8(5) of the Canadian Air Transport Security Authority Act ("CATSA Act"), ensures that CATSA's operational requirements are always met and promotes transparency, openness, fairness and value for money; and

(ii) for those procurements subject to a Trade Agreement(s), complies with the applicable procurement obligations therein.

3. Application

This policy and the Procedures apply to CATSA and to all of its employees and the Board. This policy does not apply to employment contracts or ex-gratia payments. All Contracts shall meet the requirements of this policy and the applicable Procedures. Notwithstanding the foregoing:

(i) exceptions to this policy may only be authorized by the Board; and

(ii) exceptions to the Procedures may only be authorized by the President and Chief Executive Officer, or his or her delegate.

4. Definitions

"Amendment" means an extension or change to a Contract.

"Approval Authority" means the position(s) or body with authority to approve Contracts in accordance with this policy and the Procedures.

"Board-level Contract" means a Contract with a Dollar Value equal to or exceeding five million dollars ($5,000,000).

"Contracts" means Procurement Contracts and Non-Procurement Contracts.

"Delegated Authority" means the position(s) with delegated authority to initiate expenditures, commit funds and execute Contracts pursuant to the Delegation Chart.

"Delegation Chart" means the Delegation of Contractual and Financial Signing Authorities Document (as may be amended from time to time) approved by the Board which sets the authority for employees to execute Contracts and initiate expenditures on behalf of CATSA.

"Dollar Value" means the estimated cumulative maximum expenditures, exclusive of taxes, to be made pursuant to a Contract during its term. For purposes of establishing the Dollar Value, all Amendments provided for in the Contract and all actual Amendments shall be included. For certainty, if the Contract includes any options to extend, the Dollar Value shall include those option periods.

"Financial Year" means CATSA's financial year beginning on April 1 and ending the following March 31.

"Limited Tendering" means a procurement method whereby CATSA contacts a supplier or suppliers of its choice.

"Non-Procurement Contracts" means contracts other than Procurement Contracts; and, unless subject to the procurement obligations of a Trade Agreement, the following (non-exhaustive list of items) shall be deemed to be Non-Procurement Contracts:

(a) contracts for the performance of legal services;

(b) contracts for the lease of real property;

(c) funding arrangements;

(d) letters of intent, memoranda of understanding, settlements, releases and other contracts, agreements, arrangements and transactions, which do not contain contractual obligations to procure goods or services;

(e) transactions relating to the transfer of goods, services or real property with any department, division, agency, Crown corporation or other portion of the federal, provincial, municipal or territorial public administration; and

(f) any other type of contract, agreement, arrangement or transaction which, by its nature, would not be subject to the procurement obligations of a Trade Agreement.

"Open Process" or "Open Tendering" means a procurement method whereby all interested suppliers may submit a tender.

"Procedures" means the mandatory compliance policy instruments developed and maintained in furtherance of this policy.

"Procurement Contracts" means contracts (other than Non-Procurement Contracts) for the purchase or lease of goods and/or services, and may include standing offers, call ups and purchase orders. A contract which is subject to the procurement obligations of a Trade Agreement shall be deemed to be a Procurement Contract.

"Screening Equipment" means equipment designed for the purpose of detection of explosives, weapons or other security threats in the performance of CATSA's mandated activities.

"Selective Tendering" means a procurement method whereby only qualified suppliers are invited by CATSA to submit a tender.

"Trade Agreement" means a trade agreement that applies to CATSA.

5. Accountabilities

5.1 The Board is responsible for the management of the activities and affairs of CATSA pursuant to s. 23 of the CATSA Act, which includes establishing contracting policies for CATSA pursuant to s. 24 of the CATSA Act.

5.2 The President and Chief Executive Officer is:

• Responsible for the day-to-day management of CATSA pursuant to s. 18 of the CATSA Act; and
• Accountable for ensuring an appropriate control framework is implemented for procurement and contracting at CATSA. The purpose of the control framework is to ensure that:

(a) goods and services are procured in accordance with this policy and the Procedures; and

(b) effective oversight and due diligence are exercised in the structuring, approving, awarding and administering of Contracts.

Accountability for administration of this policy and implementation of an appropriate control framework has been delegated to the Vice-President responsible for Procurement and Contracting.

5.3 The Vice-President responsible for Procurement and Contracting is the Office of Primary Interest (OPI) for this policy and is accountable for:

• The interpretation and application of this policy;
• Implementing an appropriate control framework for the administration of this policy (as discussed in s. 5.2); and
• Reviewing and updating, as required, this policy and the Procedures.

5.4 Employees are accountable for:

• Ensuring that they are familiar with, and comply with, this policy and the Procedures in their areas of responsibility.

6. Policy Requirements

Part I Procurement and Contracting Approvals

6.1 Confirmation of Funds. Subject to s. 6.4, prior to making a financial commitment under a Contract, the Delegated Authority must confirm the availability of funds for the Contract within the current CATSA budget.

6.2 Approval of Procurement Strategies. In addition to any other approvals required by the Procedures, procurement strategies for Board-level Contracts require approval of the Board prior to the issuance of any contract/solicitation document.

6.3 Approval of Contracts and Amendments. In addition to any other approvals required by the Procedures, Contracts and Amendments thereto shall be approved by the Approval Authorities in accordance with the Delegation Chart.

6.4 Approval of Contracts with Multi-Year Terms. An Approval Authority may approve a Contract having a multi-year term (including option periods provided for in the Contract) notwithstanding funds or appropriations being unconfirmed for all years included in the multi-year term at the time of approval. In such cases, regardless of the approval of the Contract, the Delegated Authority must confirm the availability of funds for the Contract within the applicable CATSA budget and meet any other requirements in the Procedures before any financial commitments are made under the Contract in any subsequent Financial Year.

6.5 Conflicts of Interest. Approval Authorities shall declare any conflicts of interest in respect of Contracts for which their approval is required under this policy. In the event any Approval Authority is in a conflict of interest in respect of a Contract, that Contract shall require the approval of the next level of Approval Authority.

Part II Procurement Processes

6.6 Tendering.

6.6.1 Methods of Tendering. For all Procurement Contracts, an Open Process appropriate to the nature of the Procurement Contract shall be used, subject to the following:

(a) For a procurement which is not subject to a Trade Agreement,

(I) Selective Tendering may be used in any circumstance where Selective Tendering is approved as the procurement strategy appropriate for the requirement, including but not limited to any circumstance where Selective Tendering would be permitted to be used under a Trade Agreement; and

(II) Limited Tendering may be used in any of the following circumstances:

(i) Public Interest. The nature of the work or the circumstances surrounding the requirement are such that it would not be in the public interest or it could compromise national security to use an Open Process;

(ii) Sole Supplier. Only one person or firm is capable of performing the contract;

(iii) Pressing Emergency. In response to a pressing emergency where delay in taking action would be injurious to the public interest or national security interests;

(iv) Low Dollar Value. The Dollar Value of the Procurement Contract is estimated to be less than: (i) fifty thousand dollars ($50,000) where the contract is for goods and/or services; or (ii) one hundred thousand dollars ($100,000) where the contract is for the construction, repair, renovation or restoration of a work and/or the acquisition of architectural, engineering and other services required in respect of the planning, design, preparation or supervision of the construction, repair, renovation or restoration of a work;

(v) Location-Specific Restriction. Where, in respect of procuring goods and/or services required at a location (including but not limited to an airport), CATSA is required by the relevant authority at such location to procure from a limited number of authority-approved suppliers; or

(vi) Other Circumstances. In any circumstance where Limited Tendering is approved as the procurement strategy appropriate for the requirement, including but not limited to any circumstance where Limited Tendering would be permitted to be used under a Trade Agreement; and

(b) For a procurement which is subject to a Trade Agreement(s), Selective Tendering or Limited Tendering may be used to the extent permitted under such Trade Agreement(s).

Notwithstanding the use of Selective Tendering or Limited Tendering, procurements will promote a level of openness, transparency, fairness and value for money appropriate to the nature of the procurement.

6.6.2 Trade Agreement Compliance. All procurements subject to a Trade Agreement(s) shall be conducted in a manner that complies with the applicable obligations of such Trade Agreement(s).

6.6.3 Federal Government Procurements. CATSA may procure goods and/or services by entering into Procurement Contracts which result from the use of Public Services and Procurement Canada (PSPC) (or its successor entity) or other federal government entity procurement vehicles (such as standing offers and supply arrangements). In such cases, CATSA will only follow the process set out by the procuring entity.

7. Screening Equipment Procurement

7.1 Security Application. Given the national security application of Screening Equipment, it is critical to ensure the confidentiality of certain operational requirements and the performance capabilities of any such equipment as a matter of national security. As such, in the interest of national security, the selection and procurement of Screening Equipment must necessarily involve a certain degree of confidentiality that may not otherwise be found in other procurement contexts.

7.2 Deployment Considerations. CATSA shall consider economic and operational efficiencies and supply chain risk when determining the number of suppliers or types of Screening Equipment required for a particular technological platform.

7.3 Regulator Considerations. CATSA shall take into account any consultations it may have or directions it may receive from Transport Canada when determining operational requirements for Screening Equipment. CATSA shall ensure that Screening Equipment is approved by Transport Canada before it may be used in the performance of CATSA's mandated activities.

7.4 International Network and Standards. The acceptance of Canadian screening procedures by other countries may depend on the use of internationally acceptable Screening Equipment by CATSA. Harmonization of screening standards with the United States and/or the European Union promotes effective and efficient passage of Canadian travelling public and their belongings into such regions. In addition, international partners may have already performed the testing required to certify Screening Equipment, which testing results can support the selection of a particular Screening Equipment for Canada. Such factors favour the selection of equipment which has already been accepted by our international partners.

8. Reviews and Amendments

The Vice-President responsible for Procurement and Contracting shall review this policy at least once every three years. Any substantive amendments to this policy require the approval of the Board.

9. Related Documents

Legislation

• Canadian Air Transport Security Authority Act

Trade Agreements

• Trade Agreements that apply to CATSA (as identified from time to time in the Procedures)

CATSA Documents

• Delegation of Contractual and Financial Signing Authorities Document (Delegation Chart)
• Procurement and Contracting Procedures Manual

Information Handling Procedures

April 2024

The Canadian Air Transport Security Authority ("CATSA") is committed to upholding the highest ethical standards in all of its activities. We expect our employees to comply with applicable laws and to conduct themselves responsibly, ethically and with integrity. We expect the same from our Contractors.

This Contractor Code of Conduct ("Code") outlines the principles and standards that CATSA's Contractors are required to follow and uphold in their business dealings with CATSA.

This Code applies to all vendors, suppliers and contractors (collectively, "Contractors") that have entered into an agreement to provide goods or services to CATSA, including each of their employees, representatives, subsidiaries, affiliates and subcontractors.

It is the responsibility of Contractors, for themselves and on behalf of such employees, representatives, subsidiaries, affiliates and subcontractors, to ensure compliance with this Code. Contractors must monitor each outsourcing and subcontracting arrangement to ensure it complies with this Code.

Compliance with this Code is mandatory for all Contractors. CATSA expects Contractors to comply with both the letter and the spirit of this Code. Conduct that is illegal, dishonest or unethical constitutes a breach of this Code, whether or not the conduct is specifically addressed in this Code.

Business Integrity

Compliance with Laws

Contractors must ensure that, in all of their activities, they conduct business in compliance with the applicable laws, rules and regulations of the jurisdictions in which they operate.

Anti-Bribery and Anti-Corruption

Contractors must comply with all applicable laws and regulations relating to corruption, bribery, fraud and other prohibited business practices. It is never acceptable for a Contractor to offer a bribe, kickback or other unlawful payment or benefit to secure any concession, contract or other favourable treatment.

Conflicts of Interest

Contractors must exercise reasonable care and diligence to prevent actions or conditions that could result in a conflict of interest or the appearance of a conflict of interest. Contractors must not try to gain improper advantage or preferential treatment as a result of a conflict of interest. Contractors must disclose to CATSA any real, apparent or potential conflict of interest in a timely manner.

Gifts and Entertainment

Gifts and entertainment must not be used by Contractors to gain improper advantage or preferential treatment. Contractors must not offer or give to CATSA employees any gifts, hospitality or other benefits that may have a real, apparent or potential influence on their objectivity in carrying out their official duties or that may place them under obligation to the Contractor.

Confidential Information

If, in its dealings with CATSA, a Contractor becomes aware of confidential information of CATSA or any of our stakeholders, the Contractor must only use such information for the purposes defined by CATSA, and must properly handle such information.

CATSA expects Contractors to have in place policies and procedures for the proper use and handling of such information that meet applicable legal and regulatory requirements to prevent inappropriate access to and disclosure of such information. Contractors must notify CATSA promptly of any actual or suspected privacy breaches, security breaches, or disclosure or loss involving such information.

Responsible Treatment of Individuals

Respect and Diversity

Contractors must maintain workplaces characterized by respect for the dignity of every individual. Contractors must respect the diversity of their employees and others with whom they interact, including respect for differences such as gender, race, colour, age, disability, sexual orientation, ethnic origin, religion and any other characteristic protected by applicable laws.

Contractors must not tolerate any harassment, violence, intimidation, retaliation, discrimination based on protected characteristics, or other disrespectful or inappropriate behaviour.

Employment Practices

Contractors must abide by applicable employment standards, labour, non-discrimination and human rights legislation. Where laws do not prohibit discrimination, we still expect Contractors to be committed to non-discrimination principles.

Contractors must ensure that, in their workplaces:

(i) forced/compulsory labour and child labour are not used;

(ii) employees are free to raise concerns without fear of reprisal;

(iii) required security screening of personnel has been performed; and

(iv) employment standards meet or exceed legal and regulatory requirements.

Health and Safety

Contractors must provide safe and healthy workplaces and comply with relevant health and safety laws. We expect Contractors to provide all their employees with adequate information and instruction on health and safety concerns and to enable their employees to meet their responsibilities for the maintenance of a safe and healthy workplace.

Code Compliance

As a condition of entering into an agreement with CATSA for the provision of goods or services, Contractors must indicate that they have read and understood this Code and agree to abide by its provisions during the term of the agreement.

Such agreement for the provision of goods or services may contain provisions addressing certain of the topics covered in this Code. In the event of any conflict, the provisions of the agreement shall prevail.

CATSA may require a Contractor to periodically confirm in writing that it is operating in compliance with this Code, and that it recognizes the requirement for ongoing compliance, as a condition of continuing the business relationship with CATSA. Contractors must maintain adequate internal records necessary to demonstrate compliance with their obligations under this Code. Failure to comply with this Code may result in termination of a Contractor's relationship with CATSA.

Contractors have the responsibility to report any known or suspected violations of any applicable laws and/or any non-compliance with this Code to CATSA's Vice-President, Corporate Services and Corporate Secretary in a timely manner. Contractors must not permit any retribution or retaliation against any individual who, in good faith, seeks advice or reports such a known or suspected violation. CATSA reserves the right and may be obligated to report breaches of this Code to regulators and/or law enforcement authorities.

Contractors may address all notifications under, and any questions relating to the interpretation or application of, this Code to CATSA's Vice-President, Corporate Services, General Counsel and Corporate Secretary at lisa.hamilton[at]catsa.gc.ca.

for purchase orders under $50,000 issued from April 2019 to current date. 

Canadian Air Transport Security Authority
Purchase Order Terms and Conditions ("Terms and Conditions")

1. General

The Canadian Air Transport Security Authority ("CATSA") Purchase Order Requisition for Goods and Services form ("PO Form") constitutes CATSA's offer to purchase, the Goods and/or Services as described on the PO Form (as applicable, "Goods", "Services" or "Goods and/or Services") made to the party named on the PO Form ("Contractor") in accordance with the these Terms and Conditions and any additional terms specified on the face of the PO Form (collectively "PO"). Notwithstanding CATSA's act of accepting or paying for Goods and/or Services, all terms and conditions which are contained in any other document submitted by Contractor, such as an order acknowledgement, invoice or other such document are hereby expressly rejected and superseded by this PO. Failure by CATSA to object to any provision in Contractor's documents shall not be deemed acceptance of such provision, or a waiver of the provisions of this PO. In the event of any conflict or inconsistency among these Terms and Conditions and any other term on other documents forming part of this PO, these Terms and Conditions shall govern. Contractor shall be deemed to accept this offer and the terms of this PO upon the earlier of 

(i) acceptance or acknowledgement of the PO whether orally, in writing or otherwise or 

(ii) commencement of performance of Contractor's obligations under the PO.

The provisions of this PO may only be excluded or amended by express written agreement (or where expressly provided, an amending notice) signed by a duly authorized representative of CATSA.

2. Personnel

Contractor shall provide the services of the persons named in the PO, together with any additional persons necessary to perform the work and provide the Services required under this PO. Should Contractor, at any time, be unable to provide the services of the named persons, Contractor shall be responsible for providing replacements with at least the same level of skill and experience. In such cases, Contractor shall notify CATSA in writing and provide:

(a) the reason for the removal of the named person from the project;

(b) the name of the proposed replacement;

(c) an outline of the skills and experience of the proposed replacement; and

(d) security clearance specified by CATSA.

To the extent practicable, the notice will be sent at least seven (7) days in advance of the date upon which the replacement is to commence work. Such replacements will be subject to the written approval of CATSA. CATSA may reject the replacement if the replacement fails to meet the criteria used in the selection of the Contractor's proposal. Failure to provide a replacement acceptable to CATSA shall be deemed a breach of this PO. CATSA may order the removal of Contractor personnel and where such a request is made, Contractor shall immediately remove the person from the work and use commercially reasonable efforts to secure a suitable replacement acceptable to CATSA failing which the Contractor shall be deemed to be in breach of this PO.

3. Payment

Unless otherwise specified on the face of the PO, all prices specified in this PO are in Canadian dollars and are the maximum prices to be charged for the Goods and/or Services. Any maintenance services and unique parts and consumable items required in connection with Goods must be offered by Contractor at a price that is not higher than Contractor's published prices at the time that the PO is executed (where not published, then at commercially reasonable and competitive prices) and must not increase for at least the twelve (12) month period following the effective date of the PO. Thereafter, such prices must not increase more than the percentage increase in the Canadian Consumer Price Index in any twelve (12) month period. Payment of invoices shall be made within thirty (30) days from the later of CATSA's receipt of a proper invoice, or acceptance of the Goods and/or Services in accordance with acceptance provisions set out below. Where applicable, a transportation bill of lading must be attached to each invoice. CATSA may withhold from, reduce or set-off against any amount due to the Contractor, such sums as are reasonably necessary to cover non-performance, indemnity or liability of Contractor in relation to this PO. Invoices are to be submitted to the attention of Accounts Payable quoting the PO Number. Invoices must also include a detailed breakdown of prices, a breakdown of hours (for services), delivery destinations and Contractor's GST or HST and applicable PST registration numbers. CATSA is not liable for any Services performed or Goods delivered in excess of those required by the PO unless expressly agreed in writing in advance.

4. Taxes

Contractor acknowledges that, for all purposes (including, to the extent applicable, provincial sales tax purposes) the supply of Goods is considered to be made at the province of destination and the supply of Services is considered to be made at the province where services are consumed by CATSA. The prices set out in this PO are: exclusive of Canadian GST/HST and PST (if applicable) and; inclusive of any other taxes, duties fees (including brokerage fees) and levies that may be imposed on the Contractor by Canadian law or a non-Canadian jurisdiction. Where any payments due under the PO are subject to any Canadian legislated deduction, withholding or similar tax, CATSA shall deduct or withhold the necessary amount unless Contractor provides proper documentation from a competent governmental authority relieving CATSA of its withholding obligations prior to payment being made. CATSA will not pay GST/HST and/or PST unless such taxes have been so identified on the invoices submitted to CATSA by the Contractor. Contractor's invoices will not be returned or adjusted by CATSA to correct errors or omissions in Contractor's tax calculations or tax assumptions. The Contractor agrees to cooperate with CATSA to reduce the foregoing inclusive taxes, duties and fees to the extent administratively reasonable and in compliance with applicable legislation, and that such savings will be reflected in the price charged to CATSA.

5. Time of Essence / Delivery Dates

Time is of the essence in this PO. Contractor shall notify CATSA as soon as it becomes aware that it cannot meet the agreed delivery dates for Goods and/or Services. In the event of a delay, Contractor shall, at no additional cost to CATSA, employ accelerated measures such as premium transportation costs or labour overtime to ensure the Goods and/or Services are delivered on or before the revised delivery date. In the event a delay in delivery or a new delivery date proposed by Contractor is not acceptable to CATSA, in addition to any other rights and remedies that may be available to CATSA at law, CATSA may terminate the PO without any liability whatsoever to Contractor.

6. Shipping

Where applicable and unless otherwise specified herein, Contractor shall ship the Goods Delivery Duty Paid (DDP -Incoterms, 2010), to the place of destination specified by CATSA on the face of the PO, using the most direct and economical means. A packing slip must accompany each shipment indicating the PO number. Title to the Goods shall pass to CATSA upon acceptance by CATSA. In the event of loss or damage during shipping, Contractor shall be required to promptly ship replacement Goods, at Contractor's cost.

7. Inspection and Acceptance

CATSA shall have ten (10) business days following receipt to inspect and accept the Goods and/or Services. Where CATSA discovers defective or non-conforming Goods and/or Services, CATSA may at its option and without prejudice to any other rights or remedies it may have hereunder or at law:

(a) at Contractor's expense, return such Goods for credit, repair or replacement or

(b) obtain a price reduction or re-performance of non-conforming Services.

8. Representations, Warranties and Covenants

Contractor represents and warrants that: any and all Services will be performed in a good and workmanlike manner and of a quality at least equal to that generally accepted in the industry for similar work; that the Goods are not subject to economic sanctions; will be new and of current production and that, for a period of one (1) year, following CATSA's acceptance, the Goods will be merchantable, of satisfactory quality, free from defects in design, material and workmanship; and where applicable, will conform to and perform in accordance with specifications, drawings and samples accepted by CATSA. Goods and/or Services failing to comply with applicable warranties will be, at CATSA's option,

(i) returned for a full refund or credit of amounts paid by CATSA for the defective Goods,

(ii) repaired,

(iii) replaced;

(iv) re-performed by Contractor using alternate personnel if instructed by CATSA or

(v) rejected by CATSA, at no cost or expense to CATSA and with any shipping and transportation costs and risk of loss and damage in transit borne by Contractor.

Repaired and replaced Goods and/or re-performed Services shall be warranted as set forth in this Section. The above warranties, together with any additional Contractor warranties, survive inspection, test, acceptance of and payment for the Goods and/or Services. Unless otherwise specified on the face of the PO, if an additional warranty-related obligation (e.g. manufacturer's warranty) sets a warranty time period or warranty standard that is not consistent with a warranty time period or warranty standard set out in this section , the Contractor shall comply with the longest time period and highest standards. Contractor represents and warrants that neither Contractor nor any subcontractor or any Contractor Personnel assigned to the performance of the contract is prohibited from receiving any benefits under a contract between his Majesty and any other person by virtue of Section T038-212-2023/01 3 750(3) of the Criminal Code of Canada nor has been convicted within three years preceding the date of this contract under any of: Sections 119, 120, 346, 366 to 368, 382. 382.1, 397, 422, 426 462.31, 467.11 to 467.13 of the Criminal Code; Sections 45 to 49, 52 or 53 of the Competition Act; Section 239 of the Income Tax Act; Section 327 of the Excise Tax Act; Sections 3 to 5 of the Corruption of Foreign Public Officials Act; Section 5s to 7 of the Controlled Drugs and Substances Act; or Section 14(1), regarding Sections 5 or 7 of the Lobbying Act.

9. Termination

CATSA may, at any time upon written notice to Contractor, terminate, suspend performance of, or issue a hold on, (collectively "Termination"), the PO, in whole or in part. If CATSA cancels or terminates the PO, all work completed by Contractor to the satisfaction of CATSA, and all authorized work in progress as of the termination date will be paid by CATSA in accordance with the provisions of the PO. The Contractor will not be entitled to payment for work completed or authorized work in progress, if CATSA suspends performance of or issues a hold on the PO unless and until CATSA terminates the PO. CATSA will have no further liability or obligation whatsoever for such Termination. CATSA may terminate this PO upon written notice to Contractor without liability whatsoever if Contractor is in breach of any provision of the PO, any Services, Goods or work has been unsatisfactorily performed or is deficient in any way, any representation or warranty given by Contractor hereunder becomes false or Contractor fails to make progress as to endanger performance of the PO in accordance with its terms. Where no cure period is specified in the written notice, no cure period shall be permitted. If the written notice expressly provides for a cure period, Contractor shall have such period to remedy such breach, or rectify the deficiency in the Services, Goods or work or remedy the falsehood, as applicable, to the reasonable satisfaction of CATSA within the cure period specified in CATSA's notice, failing which the PO shall terminate.

10. Governing Law and Competent Court

The construction, interpretation and performance of this PO is governed by the applicable laws of the Province of Ontario and Canada, without regard to conflicts of laws principles. The parties expressly exclude application of the United Nations Convention on Contracts for the International Sale of Goods. Any and all disputes between CATSA and Contractor that ensue from the PO will be submitted to a competent court of the Province of Ontario, without prejudice to CATSA's right to submit a dispute to the court that would be competent absent this clause.

11. Indemnity and Liability

Each party to this PO agrees it is responsible to any third party for injury or losses that the third party may suffer to the extent such party to this PO caused them. The Contractor is liable to CATSA only for:

(a) all damages and costs resulting from intellectual property infringement;

(b) all damages for physical injury, including death, caused by the Contractor, its employees, agents or subcontractors (collectively "Contractor and Assigns");

(c) all direct damages for loss of or physical harm to tangible property and real property caused by Contractor and Assigns;

(d) all damages for breach of confidentiality; and

(e) any other direct damages caused by the Contractor and Assigns in relation to this PO, including re-procurement costs incurred by CATSA, up to a maximum for this subsection (e) of ONE MILLION (CND $1,000,000) DOLLARS. The Contractor shall not be liable to CATSA for special, indirect or consequential damages or damages of third parties claimed against CATSA except in relation to (a), (b), and (d) above.

Contractor shall defend CATSA at contractor's cost where CATSA requests. Contractor agrees to furnish, upon request by CATSA, evidence of comprehensive general liability insurance with minimum limits of CDN $1,000,000. In no event shall CATSA be liable to contractor for special, consequential, incidental, exemplary, punitive or indirect costs, expenses or damages including without limitation litigation costs, the loss of production or profit arising from any cause whatsoever, even if advised of the possibility of such costs or damages or even if such costs or damages are alleged to arise from negligent acts, omissions or conduct of CATSA. In no event shall CATSA's liability exceed the maximum value of this PO.

12. Intellectual Property

In exchange for the consideration provided to Contractor hereunder, CATSA will:

(i) have free title to and all ownership interest in the Goods and/or Services delivered (except for pre-existing software and any improvements or modifications thereto by Contractor for which CATSA is hereby granted a non-exclusive, perpetual, unlimited, paid-up, royalty free, irrevocable license to use, modify, translate, perform, reproduce, disclose and make use of for CATSA's mandate);

(ii) own all intellectual property rights in any documents, information, reports, data, prototype, model or other information or work developed for CATSA and delivered hereunder. Contractor agrees to execute any T038-212-2023/01 4 assignment, conveyance or any other assurance necessary to give effect to this Section and shall ensure that CATSA has supporting technical documentation and the license to any other materials delivered by Contractor hereunder sufficient to allow CATSA to have the intended use of the materials.

13. CATSA Property, Confidentiality, Publicity and Disclosure

All specifications, drawings, patterns, samples and other information furnished to Contractor in connection with this PO will be used solely for the purpose of carrying out the work and for no other purpose; will remain the property of CATSA; and be returned or destroyed at CATSA's request at the expense of Contractor. This PO and information issued, used or disclosed in connection with the work are confidential information of CATSA and may be classified as to the degree of precaution necessary for their safeguarding. Contractor shall at all times take all measures required by this PO or otherwise instructed by CATSA, and where not specifically provided, measures reasonably necessary for the protection of the same. Contractor shall not use the CATSA name in any public statement or publicize the fact the parties are doing business, without the prior written consent of CATSA. Contractor acknowledges that CATSA will, if and as required by applicable law (including but not limited to the Access to Information Act), disclose the Contract and/or information and records under CATSA's control.

14. Contractor Records

Contractor shall keep proper accounts and records of costs and expenditures in connection with this PO including paid invoices for a period of seven (7) years following the expiration or termination of this PO, and shall make them available to CATSA upon request, for audit and inspection at any time. Where such audit or inspection discloses an overpayment by CATSA, CATSA shall have a right to set-off the amount of such overpayment against future Contractor invoices issued pursuant to this or any other PO and, to the extent that CATSA's right of set-off is not exercised or not adequate to cover such overpayment, Contractor shall be responsible for repaying such overpayment.

15. Security of Information and Compliance

All security requirements of Contractor specified on the PO Form or the request for a quote delivered by CATSA must be maintained to CATSA's satisfaction at all times during performance of this PO, unless otherwise agreed in writing by CATSA in its sole and absolute discretion, failing which Contractor shall be deemed to have breached the terms of this PO. Contractor represents and warrants that:

(i) Contractor shall at all times comply with applicable laws, (including without limitation the Canadian Income Tax Act and the Privacy Act), and applicable policies relating to security of information (including without limitation the Policy on Government Security and CATSA's Document Protection Procedures, each as updated from time to time) and

(ii) it has read and understands the Contractor Code of Conduct (the "Code") and will be bound by and comply with the provisions of the Code for the duration of the work. 

Contractor agrees that all 'Protected', 'UDP', 'Confidential', 'Secret' and 'Top Secret' information disclosed by CATSA, or managed, accessed, collected, used, retained, created or processed in order to fulfil the requirements of this PO, must not be removed from CATSA premises unless expressly permitted on the PO Form or CATSA otherwise consents, in which event all such information shall be protected according to the strictest applicable measure. All CATSA confidential information must be segregated from Contractor's other records, and if in electronic form, must at all times be stored on segregated, stand-alone information systems in Canada. Contractor shall ensure all of its personnel are made aware of and comply with Contractor's security obligations under this PO. Contractor shall promptly notify CATSA of any breach of its obligations under this Article 15.

16. Miscellaneous

Contractor is an independent contractor and not an agent or employee of CATSA... Nothing in this PO grants Contractor the right to exclusively provide the Goods and/or Services. CATSA shall at any time have the right to engage alternate or supplemental parties to perform the same or similar Services or provide the Goods at any time. Any delay by CATSA in the exercise of any right or remedy provided herein shall in no event be deemed to be a waiver of such right or remedy. To be valid, any waiver by CATSA must be made in writing expressly referencing the PO. A valid waiver of any right or remedy herein will in no event be deemed to

(i) constitute a waiver of such right or remedy arising in the future or

(ii) operate as a waiver of any other right or remedy.

CATSA may assign its rights and obligations under this PO without requiring any notice to or consent from Contractor. Contractor may not assign, subcontract, or transfer any right or obligations hereunder without the prior written consent of CATSA. Contractor shall obtain CATSA's written consent prior to entering into a subcontract in connection with the work under this PO, and prior to any merger, T038-212-2023/01 5 amalgamation, transfer of a controlling interest in Contractor or a sale of all or substantially all of Contractor's assets. The Contractor and Contractor Personnel assigned to the performance of the Contract shall during the Term not be prohibited from receiving any benefits under a contract between His Majesty and any other person by virtue of any provision set out in Section 8 (Representations, Warranties and Covenants) above. A copy, facsimile or electronic version of this document will have the same force and effect as the original document. Les parties ont accepté que ce document soit rédigé en anglais. The parties have agreed that this document be prepared in the English language.

CATSA's procurement and contracting activities are conducted in a manner that ensures that its operational requirements are always met and that transparency, openness, fairness and value for money are promoted.

CATSA publicly tenders most of its requirements for goods and/or services. CATSA posts requests for proposals, requests for standing offers and other procurement solicitation documents on the Canadian electronic-tendering service MERX.

For more information on doing business with CATSA, please contact Procurement and Contracting.

For purposes of the Trade Agreement Covered Procurements Procedure, the following terms appearing therein (with the first letter in upper case, or in quotations) shall have the meaning set out below.

Canada-UK TCA means the Canadian-United Kingdom Trade Continuity Agreement, as amended from time to time;

CETA means the Canada-European Union Comprehensive Economic and Trade Agreement, as amended from time to time;

CFTA means the Canadian Free Trade Agreement, as amended from time to time;

Chapter 19 means Chapter Nineteen (Government Procurement) of CETA;

Chapter Five means Chapter Five (Government Procurement) of the CFTA;

"commercial goods or services" (as used in CETA) means goods or services of a type generally sold or offered for sale in the commercial marketplace to, and customarily purchased by, non-governmental buyers for non-governmental purposes;

"construction" (as used in the CFTA) and "construction service" (as used in CETA) means a service that has as its objective the realisation by whatever means of civil or building works, based on Division 51 of the United Nations Provisional Central Product Classification (CPC); 

Covered Procurement means a procurement which is subject to the procurement obligations in (i) CETA/Canada-UK TCA (that is, a procurement described in Art.19.2.2 of Chapter 19), and/or (as applicable), (ii) the CFTA (that is, a procurement described in Art.504.2 of Chapter Five);

CPC means the provisional Central Product Classification as set out in Statistical Office of the United Nations, Statistical Papers, Series M, N° 77, CPC prov, 1991;

"days" means calendar days; 

EU means the European Union (and its member states);

"goods" (as used in the CFTA) means moveable property and includes raw materials, products, equipment, and other physical objects of every kind and description whether in solid, liquid, gaseous, or electronic form;

"in writing"  means any worded or numbered expression that can be read, reproduced and later communicated. It may include electronically transmitted and stored information;

Limited Tendering means a procurement method whereby CATSA contacts a supplier or suppliers of its choice;

"multi-use list" (as used in CETA) and "prequalification list" (as used in the CFTA) means a list of suppliers that CATSA has determined satisfy the conditions for participation in that list, and that CATSA intends to use more than once; (Note to P&C Advisors: Such a list would typically be referred to by CATSA as a standing offer.)

"notice of intended procurement" (as used in CETA) means a notice published by CATSA inviting interested suppliers to submit a request for participation, a tender, or both; 

Open Tendering means a procurement method whereby all interested suppliers may submit a tender;
Policy means CATSA's Procurement and Contracting Policy, as amended from time to time; 

Procedures means the policies, procedures, standards, directives, guidelines and other policy documents developed and maintained in furtherance of the Policy, as amended from time to time; 
"qualified supplier" means a supplier that CATSA recognizes as having satisfied the conditions for participation;

SDR (as used in CETA) means Special Drawing Right, a unit of account of the International Monetary Fund; 

Selective Tendering (as used in CETA) means a procurement method whereby only qualified suppliers are invited by CATSA to submit a tender; 

"services":

(i) as used in CETA, includes construction services, unless otherwise specified; and

(ii) as used in the CFTA, means all services, including construction, unless otherwise specified;  

"standard" means a document approved by a recognized body that provides for common and repeated use, rules, guidelines or characteristics for goods or services, or related processes and production methods, with which compliance is not mandatory. It may also include or deal exclusively with terminology, symbols, packaging, marking or labelling requirements as they apply to a good, service, process or production method;

"standing arrangement" (as used in the CFTA) means an arrangement with a supplier or suppliers under which CATSA may buy goods or services from the supplier or suppliers over a period specified in the arrangement. The arrangement includes all terms applicable to the procurement, such as the cost of the good or service and delivery requirements; (Note to P&C Advisors: Such an arrangement would typically be referred to by CATSA as a standing offer.)

"technical specification" means a tendering requirement that:

(a) lays down the characteristics of a good or a service to be procured, including quality, performance, safety and dimensions, or the processes and methods for their production or provision; or
(b) addresses terminology, symbols, packaging, marking or labelling requirements, as they apply to a good or a service; 

"tender notice" (as used in the CFTA) means a notice published by CATSA inviting interested suppliers to submit a tender, a response to a request for prequalification, or both; and

Trade Agreement means CETA and/or the CFTA, as applicable.