Continuing Agreement

Appendices

APPENDIX A: Continuing Agreement

APPENDIX B: Implementation Protocol

APPENDIX C: Conflict Resolution Protocol

APPENDIX D: Organizational Standards

APPENDIX E: Audit and Evaluation Protocol

APPENDIX F: Specified Audit Procedures

APPENDIX G: Negotiation Protocol

Appendix A: Continuing Agreement

Ministry Contract No. _________

CONTINUING AGREEMENT

THIS AGREEMENT dated for reference the ____day of __________, 199___

BETWEEN:

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, represented by the _________________________

(the "Province")

AND:

[@LEGAL DESCRIPTION OF INDIVIDUAL, SOCIETY, COMPANY OR OTHER LEGAL ENTITY]

(the "Contractor")

A. The Province is committed to implementing a contracting process in the community health and social services sectors that, among other things, recognizes the long-term relationships developed between the Province and many of the service providers in those sectors, including the Contractor.

B. As a service provider eligible to enter into a "Continuing Agreement" with the Province, the Contractor has agreed with the Province to enter into this agreement.

Therefore the parties agree as follows:

DEFINITIONS

1.01 In this agreement:

(a) "Additional Provisions" means the additional provisions, if any, described in Schedule B attached to this agreement or in a Component Schedule;

(b) "Audit and Evaluation Protocol" means the audit and evaluation protocol issued by the Province on July 15, 1998 to govern the conduct of audits and service evaluations under "Continuing Agreements", as that protocol may be changed by the Province from time to time in accordance with section 9.06;

(c) "Component Schedule" means a schedule signed by the parties, substantially in the form set out in Schedule A attached to this agreement, which describes

(i) certain Component Services to be provided by the Contractor during a Funding Period,

(ii) the fees and any expenses to be paid by the Province to the Contractor for providing those Component Services, and

(iii) certain other things contemplated by this agreement

including any modifications to it made by the parties in accordance with section 17.02;

(d) "Component Services" means those services set out in a particular Component Schedule;

(e) "Conflict Resolution Protocol" means the protocol issued by the Province on July 15, 1998 governing resolution of conflicts under "Continuing Agreements", as that protocol may be changed by the Province from time to time in accordance with section 14.02;

(f) "Contractor's Documents" means

(i) all accounting and administrative records, books of account, invoices, receipts or vouchers produced or received by the Contractor or any Subcontractor as a result of this agreement, and

(ii) any documents specified as "Contractor's Documents" in a Component Schedule

whether complete or not;

(g) "Documents" means the Contractor's Documents and the Province's Documents;

(h) "Funding Period" means the period during which Component Services are to be provided by the Contractor as specified in a Component Schedule;

(i) "Implementation Protocol" means the protocol issued by the Province on July 15, 1998 governing implementation issues related to "Continuing Agreements";

(j) "Indemnified Person" means the Province and each of its employees and agents;

(k) "Insolvency Event" means any of the following events, as applicable

(i) an order is made, a resolution is passed or a petition is filed, for the Contractor's liquidation or winding up,

(ii) the Contractor commits an act of bankruptcy, makes an assignment for the benefit of its creditors or otherwise acknowledge its insolvency,

(iii) a bankruptcy petition is filed or presented against the Contractor or a proposal under the Bankruptcy and Insolvency Act (Canada) is made by the Contractor,

(iv) a compromise or arrangement is proposed in respect of the Contractor under the Companies' Creditors Arrangement Act (Canada),

(v) a receiver or receiver-manager of any of the Contractor's property is appointed, or

(vi) the Contractor ceases, in the Province's reasonable opinion, to carry on business as a going concern;

(l) "Organizational Standards" means the standards issued by the Province on July 15, 1998 relating to the organization and management of contractors providing services under "Continuing Agreements", as those standards may be changed by the Province from time to time in accordance with section 4.02;

(m) "Program Standards" means any standards relating to performance of particular Services as may be created and changed by the Province from time to time in accordance with section 4.02;

(n) "Province's Documents" means all documents, other than Contractor's Documents, produced or received by the Contractor or any Subcontractor as a result of this agreement including findings, software, data, specifications, drawings, case files, reports and documents, whether complete or not;

(o) "Services" means all Component Services as specified in one or more Component Schedules;

(p) "Specified Audit Procedures" means the specified audit procedures for "Continuing Agreements" issued by the Province on July 15, 1998, as those procedures may be changed by the Province from time to time in accordance with section 9.06;

(q) "Standards" means the Organizational Standards and any Program Standards applicable to the Services;

(r) "Subcontractor" means a subcontractor retained by the Contractor to perform any Services;

(s) "Term" means the term of this agreement described in section 2.01.

1.02 Terms defined in section 1.01 appear in the body of this agreement in bold print italics and with their first letter capitalized. The appearance of these terms in this form is for convenience only and does not form part of this agreement.

TERM

2.01 Regardless of the date of execution or delivery of this agreement, the term of this agreement starts on the commencement of the first Funding Period and continues until ended under section 13.01.

SERVICES

3.01 The Contractor must provide the Services in accordance with the provisions of this agreement. The Services are only required to be provided if there is in effect one or more Component Schedules.

3.02 Unless the parties otherwise arrange, the Contractor must supply and pay for all labour, materials, facilities and approvals necessary or advisable to provide the Services.

3.03 The Province may from time to time give reasonable instructions to the Contractor (in writing or otherwise) as to the performance of the Services. The Contractor must comply with those instructions but may itself determine the manner in which the instructions are carried out.

3.04 If the Province gives verbal instructions to the Contractor under this agreement, the Province must, as soon as it is practical to do so, confirm those instructions in writing. The obligation of the Province under this section to confirm its verbal instructions in writing does not in any way relieve the Contractor from its obligation to immediately comply with verbal instructions given by the Province in accordance with this agreement.

3.05 The Contractor must, upon the reasonable request of the Province, fully inform the Province of all work the Contractor does in connection with providing the Services.

STANDARDS

4.01 The Contractor must:

(a) [by no later than (insert date)] comply with the Organizational Standards; and

(b) subject to section 4.03, comply with any Program Standards applicable to the Services.

4.02 The Province must:

(a) prior to creating or changing a Standard, subject the proposed new or changed Standard to the consultation process outlined in the Implementation Protocol; and

(b) give the Contractor written notice of the new or changed Standard.

4.03 A notice given by the Province under section 4.02 must specify a reasonable time for the Contractor to comply.

4.04 The Standards are part of this agreement even though not attached to it.

PAYMENT

5.01 The Province must pay the Contractor for the provision of the Services those fees and any expenses described in the Component Schedules. The Province is not obliged to pay the Contractor for the provision of Component Services more than the amounts specified in the corresponding Component Schedule.

5.02 The Contractor must comply with the payment requirements set out in all Component Schedules.

5.03 The Province's obligation to pay money to the Contractor under this agreement is subject to the Financial Administration Act, which makes that obligation subject to an appropriation being available in the fiscal year of the Province during which payment becomes due.

5.04 Unless otherwise specified in this agreement, all references to money are to Canadian dollars.

5.05 The Province certifies to the Contractor that the Services purchased by the Province under this agreement are being purchased with Crown funds and are therefore not subject to the Goods and Services Tax.

COMPONENT SCHEDULES

6.01 Component Schedules may from time to time be entered into by the parties under this agreement. Those schedules and any modifications to them may be signed by the parties in counterparts and delivered by fax.

6.02 If the parties have not entered into a new Component Schedule for particular Component Services by the time the previous Component Schedule relating to those services expires, then unless otherwise agreed by the parties, the previous Component Schedule will continue in effect and be considered to contain any changes in points of detail such as dates and with amounts prorated as are necessary for it to make sense in relation to its continued application under this section.

6.03 The Component Schedules are part of this agreement even though not attached to it.

6.04 Nothing in this agreement obliges either party to agree to a particular or any Component Schedule.

REPORTS AND RECORDS

7.01 The Contractor must collect information and produce and deliver to the Province statements and other reports in accordance with the Component Schedules.

7.02 The Contractor must produce and maintain accounting and administrative records for the Services segregated by Component Schedule. The Contractor must ensure that its annual financial statements (covering both the Services and any activities of the Contractor outside this agreement) are prepared in accordance with generally accepted accounting principles using a "fund accounting method" (or other method approved by the Province) and that attached to those statements are schedules which, after excluding any activities of the Contractor outside this agreement, break down by Component Schedule the Contractor's income and expense statement and any retained earnings or accumulated surplus.

7.03 The Contractor must permit the Province at all reasonable times to enter any premises used by the Contractor to provide Services or to keep any of the Documents in order for the Province to inspect those premises and any equipment located there and to inspect and copy the Documents.

7.04 Upon the Province's request, the Contractor must provide to the Province or an employers' association designated by the Province statistical information in a form satisfactory to the Province respecting compensation paid to employees of the Contractor.

OWNERSHIP AND COPYRIGHT

8.01 The Contractor acknowledges and agrees that the Province exclusively owns:

(a) the Province's Documents;

(b) any property provided by the Province to the Contractor or a Subcontractor for the purposes of this agreement unless the Province has indicated in writing that the property provided is to be owned by the Contractor or Subcontractor, as applicable; and

(c) any property acquired by the Contractor solely with funds obtained from the Province under this agreement if it has been specified in a Component Schedule that the property is to be owned by the Province.

Upon the Province's request, the Contractor must deliver to the Province any of the Province's Documents and any property described in this section as soon as it is practical to do so. Subject to applicable law (including the Freedom of Information and Protection of Privacy Act), the Province must give the Contractor access to the Province's Documents (including the right to copy them) after their delivery to the Province under this section.

8.02 The copyright in the Province's Documents belongs exclusively to the Province. Upon the Province's request, the Contractor must deliver to the Province documents satisfactory to the Province waiving in the Province's favour any moral rights which the Contractor, a Subcontractor or any of their employees may have in the Province's Documents and confirming the vesting of the copyright in the Province.

8.03 The Contractor must treat the Province's Documents as confidential and not permit their disclosure without the prior written consent of the Province except as required by applicable law, including the Freedom of Information and Protection of Privacy Act. The Contractor must keep all Documents segregated from other documents to the extent it is practical to do so, safeguard them and not permit their disposition or destruction without the prior written consent of the Province except as required by applicable law, including the Document Disposal Act. The Contractor must keep the Province advised at all times of the location of all premises at which the Contractor is keeping any of the Documents.

AUDIT AND SERVICE EVALUATION

9.01 The Contractor must arrange for a financial statements audit to be conducted for each fiscal year of the Contractor in accordance with generally accepted auditing standards subject to any exemptions or other requirements established in the Specified Audit Procedures. The Contractor must ensure that each financial statements audit be documented in a report signed by the auditor which must be delivered to the Province no later than 120 days after the end of the fiscal year to which the audit pertains.

9.02 The Contractor must arrange for reviews of its compliance with this agreement in accordance with the Specified Audit Procedures.

9.03 In addition to any other rights of the Province to obtain information under this agreement, the Province may conduct audits of the Contractor in accordance with the Audit and Evaluation Protocol upon reasonable notice to the Contractor and at reasonable times. The Contractor must fully co-operate with the Province in the conduct of audits under this section.

9.04 The Province acknowledges that the audit reports delivered by the Contractor to the Province under section 9.01 (and any other financial information obtained by the Province from the Contractor under sections 7.01, 7.03 or 9.02) are supplied on a confidential basis. The Province must not permit their disclosure without the Contractor's prior written consent except as required by applicable law, including the Freedom of Information and Protection of Privacy Act.

9.05 The Contractor must participate in any service evaluation process applicable to the Services, as developed from time to time by the Province in consultation with the Contractor, upon receiving reasonable notice from the Province and at reasonable times.

9.06 The Province must:

(a) prior to making any change to the Audit and Evaluation Protocol or the Specified Audit Procedures, subject the proposed change to the consultation process outlined in the Implementation Protocol; and

(b) give the Contractor written notice of any change to the Audit and Evaluation Protocol or the Specified Audit Procedures.

9.07 The Audit and Evaluation Protocol and the Specified Audit Procedures are part of this agreement even though not attached to it.

PERSONAL INFORMATION

10.01 In sections 10.02 and 10.03, "personal information" has the same meaning as in the Freedom of Information and Protection of Privacy Act.

10.02 Any personal information in the Province's Documents collected by the Contractor is collected on behalf of the Province.

10.03 The Province may issue instructions to the Contractor so that the Province is able to comply with its duties under Part 3 of the Freedom of Information and Protection of Privacy Act in relation to any personal information in the possession of the Contractor or a Subcontractor to which that Part applies, and the Contractor must comply with those instructions.

INSURANCE AND INDEMNITY

11.01 Unless otherwise specified in the applicable Component Schedule, the Contractor must maintain and pay for insurance relating to the Contractor's performance of Component Services on the terms, including form, amounts, and deductibles, outlined in the applicable Component Schedule, as those terms may be modified by the Province from time to time in accordance with that schedule.

11.02 The Contractor must indemnify and save harmless each Indemnified Person from any losses, claims, damages, actions, causes of action, costs and expenses that an Indemnified Person may sustain, incur, suffer or be put to at any time, either before or after this agreement ends, which are based upon, arise out of or occur, directly or indirectly, by reason of, any act or omission by the Contractor or by any of its agents, employees, officers, directors, or subcontractors in providing Services, except liability arising out of any independent negligent act by an Indemnified Person.

ASSIGNMENT AND SUBCONTRACTING

12.01 The Contractor must not assign any of its rights under this agreement without the prior written consent of the Province.

12.02 The Contractor must not, without the prior written consent of the Province, subcontract any Component Services other than to persons specified as "Approved Subcontractors" in the applicable Component Schedule. No subcontract, whether consented to or not, relieves the Contractor from any obligations under this agreement. The Contractor must ensure that any Subcontractor fully complies with this agreement in performing the subcontracted Services.

12.03 The Contractor must not provide any services to any person in circumstances which, in the reasonable opinion of the Province, could give rise to a conflict of interest between the duties of the Contractor to that person and the duties of the Contractor to the Province under this agreement.

12.04 The Contractor must not do anything that would result in personnel it hires being considered the employees of the Province.

12.05 The Contractor must not commit or purport to commit the Province to pay any money except as authorized by this agreement.

ENDING OF AGREEMENT

13.01 This agreement will end upon any of the following events:

(a) a party has failed to comply with this agreement in any material respect and the other party has given the party failing to comply notice that, for that reason, the agreement has ended or will end on a specified date and that date has arrived;

(b) an Insolvency Event has occurred and the Province has given the Contractor notice that, for that reason, this agreement has ended or will end on a specified date and that date has arrived; or

(c) a party has given to the other party at least __ days written notice that this agreement is to end and the period of notice has elapsed.

13.02 If this agreement ends under section 13.01 other than by reason of the Contractor's failure to comply with this agreement, the Province must pay to the Contractor that portion of the fees and any expenses described in the Component Schedules which equals the portion of the Services that was completed in accordance with this agreement before this agreement ended. That payment discharges the Province from all liability to the Contractor under this agreement.

13.03 A Component Schedule will end upon any of the following events:

(a) a party has failed to comply with the Component Schedule in any material respect and the other party has given the party failing to comply notice that, for that reason, the Component Schedule has ended or will end on a specified date and that date has arrived;

(b) a party has given to the other party written notice that the Component Schedule is to end as specified in the Component Schedule and the specified period of notice has elapsed; or

13.04 If a Component Schedule ends under section 13.03(b), the Province must pay to the Contractor that portion of the fees and any expenses described in the Component Schedule which equals the portion of the Component Services that was completed in accordance with this agreement before the Component Schedule ended. That payment discharges the Province from all liability to the Contractor under the Component Schedule.

13.05 The notices described in section 13.01(c) and 13.03(b) may be given for any reason and at any time.

13.06 A party ending this agreement under section 13.01(a) or ending a Component Schedule under section 13.03(a) may pursue other remedies as well.

CONFLICT RESOLUTION

14.01 All conflicts arising out of or in connection with this agreement or in respect of any defined legal relationship associated with it or derived from it must, unless the parties otherwise agree, be dealt with in accordance with the Conflict Resolution Protocol.

14.02 The Province must:

(a) prior to making any change to the Conflict Resolution Protocol, subject the proposed change to the consultation process outlined in the Implementation Protocol; and

(b) give the Contractor written notice of any change to the Conflict Resolution Protocol.

14.03 The Conflict Resolution Protocol is part of this agreement even though not attached to it.

NOTICES

15.01 Any consent, approval, written instruction or other notice to be given under this agreement, to be effective, must be in writing and delivered personally, by courier or mail to the addresses or sent by fax using the fax numbers specified as follows:

(a) if relating to Component Services described in a single Component Schedule, as specified in that Component Schedule;

(b) if relating to Component Services described in more than one Component Schedule, as specified in each Component Schedule; or

15.02 Any notice mailed in accordance with section 15.01 is deemed to be received 10 business days after mailing. For the purpose of this section, a "business day" is any day which is not a Saturday, a Sunday or a statutory holiday in British Columbia.

15.03 A party may give notice to the other party of a substitute address or fax number from time to time.

RECEIPT OF PROTOCOLS AND ORGANIZATIONAL STANDARDS

16.01 By entering into this agreement, the Contractor acknowledges that it has received from the Province, and is familiar with, the following documents:

(a) the Implementation Protocol issued by the Province on July 15, 1998;

(b) the protocol issued by the Province on July 15, 1998 governing negotiation principles related to "Continuing Agreements";

(d) the Organizational Standards issued by the Province on July 15, 1998;

(e) the Audit and Evaluation Protocol issued by the Province on July 15, 1998; and

(f) the Specified Audit Procedures issued by the Province on July 15, 1998.

MISCELLANEOUS

17.01 A waiver by either party of any provision of this agreement or of any breach by the other party of this agreement is effective only if it is in writing and signed by the waiving party and is not a waiver of any other provision or any other breach.

17.02 No modification of this agreement is effective unless it is in writing and signed by the parties.

17.03 This agreement and any modification of it constitute the entire agreement between the parties as to performance of the Services.

17.04 Sections 3.05, 7.01 to 7.04, 8.01 to 8.03, 9.01 to 9.06, 10.01 to 10.03, 11.02, 12.03, 12.05, 13.02, 13.04, 13.06, 14.01, 15.01 to 15.03, 17.01, 17.05, 17.09 and 17.11 continue in force indefinitely, even after this agreement ends.

17.05 The Contractor must apply for any available refund or remission of federal or provincial tax or duty which the Province has paid or agreed to pay the Contractor for as specified in a Component Schedule unless the refund or remission is negligible or not reasonably practical to obtain. Unless specified in the applicable Component Schedule that the refund or remission must be remitted to the Province, all such refunds or remissions obtained by the Contractor must be applied to provision of Component Services set out in that Component Schedule or performance of any other obligation of the Contractor under this agreement in respect of those Component Services.

17.06 The Contractor must comply with all applicable laws.

17.07 The Contractor is an independent contractor and not an employee, agent or partner of the Province.

17.08 If the Contractor is a corporation, it represents and warrants to the Province that it has authorized its signatory to enter into and execute this agreement on its behalf without affixing its common seal.

17.09 The Province must make available to the Contractor all information in the possession of the Province which the Province reasonably considers pertinent to the Contractor's performance of the Services.

17.10 Time is of the essence in this agreement.

17.11 This agreement does not operate as a permit, license, approval or other statutory authority which the Contractor may be required to obtain from the Province or any agency controlled by the Province in order to provide the Services and nothing in this agreement will interfere with the exercise by the Province or any agency controlled by it of any statutory power or duty.

17.12 This agreement rescinds and replaces any previous agreements or arrangements between the parties respecting Services which would otherwise be in effect during the Term.

17.13 The parties must comply with any Additional Provisions.

17.14 Any provision in the body of this agreement will prevail over a conflicting provision in the Organizational Standards, the Conflict Resolution Protocol, the Audit and Evaluation Protocol, the Specified Audit Procedures or a schedule to this agreement to the extent necessary to resolve the conflict unless the conflicting provision provides otherwise.

17.15 Any right or obligation of the Province under this agreement may be exercised or performed by [insert applicable title of minister, deputy minister or other ministry official to be authorized to act generally under agreement] and, if in relation to particular Component Services only, any person specified in the applicable Component Schedule as authorized to act for the Province in relation to those Component Services.

INTERPRETATION

18.01 This agreement is governed by and is to be construed in accordance with the laws of British Columbia.

18.02 In this agreement the words "including" and "includes" are not intended to be limiting.

18.03 In this agreement, unless the context otherwise requires:

(a) references to sections by number are to sections of this agreement;

(b) where a period "starts" or "ends" on a date, the period includes that date;

(d) references to this agreement include all Component Schedules, the Standards, the Conflict Resolution Protocol, the Audit and Evaluation Protocol, the Specified Audit Procedures and the schedules attached to this agreement.

18.04 The headings in this agreement are included for convenience only and do not form part of this agreement.

The parties have executed this agreement as follows:

SIGNED on behalf of the Province by an authorized representative

of the ______________________________

on the ____ day of ______________, 19____

Print Name: ___________________________

Print Title: _____________________________

SIGNED by or on behalf of the Contractor (or by an authorized signatory of the Contractor if a corporation) on

the ____ day of ______________, 19____

Print Name: __________________________

Print Title: ____________________________

SCHEDULE A

MINISTRY USE ONLY

Ministry Contract No.

Account

RSP

Project

Component Schedule No. __ (Fiscal Year __/__)

PART I: Introduction

1. This document is a "Component Schedule" forming part of the Continuing Agreement between Her Majesty the Queen in right of the Province of British Columbia, represented by ______________________ (the "Province") and ____________________ (the "Contractor") dated for reference the __ day of _______, 199___ (the "Continuing Agreement").

2. Unless defined differently in this Schedule, terms used in this Schedule will have the meanings given to them by the Continuing Agreement.

3. This Schedule applies only to the Component Services described in Part III of this Schedule.

PART II: Funding Period

1. The Funding Period to which this Schedule applies starts on ________ and ends on _______ unless ended earlier in accordance with the Continuing Agreement.

PART III: Description of Component Services

1. ...

2. ...

3. ...

PART IV: Fees and Expenses

1. ...

2. ...

3. ...

PART V: Miscellaneous

1. The following documents are specified as "Contractor's Documents" under section 1.01(f) of the Continuing Agreement:

[specify documents, if any].

2. The following property to be acquired by the Contractor solely with funds to be paid by the Province under this Schedule is specified under section 8.01(c) of the Continuing Agreement as property to be owned by the Province:

[specify property, if any].

3. The insurance requirements contemplated by section 11.01 of the Continuing Agreement are set out in Appendix 1 attached to this Schedule.

4. The following persons are specified as "Approved Subcontractors" under section 12.02 of the Continuing Agreement:

[specify]

5. For the purpose of section 13.03(b) of the Continuing Agreement, at least __ days written notice must be given by one party to the other that this Component Schedule is to end.

6. For the purpose of section 15.01 of the Continuing Agreement, the addresses and fax numbers of the parties are as follows:

Address and fax number for notices to the Province

[insert address here]

Fax Number: [insert fax number here]

Address and fax number for notices to the Contractor

[insert address here]

Fax Number: [insert fax number here]

7. In addition to the persons listed in section 17.15, any of the following persons may act for the Province in relation to the Component Services:

[List any authorized persons]

PART VI: Statements and Reports

1. [Insert reporting requirements- see section 7.01 of the Continuing Agreement]

PART VII: Additional Provisions

1. [specify any additional provisions].

PART VIII: Conflict Resolution Officials

1. The designated "Officials" of the parties for the purposes of the Conflict Resolution Protocol are:

	Province	Contractor
Stage One:
Stage Two:
Stage Three:

The parties have executed this Component Schedule as follows:

SIGNED on behalf of the

Province by an authorized representative

of the Minister of ______________

on the ____ day of ______________, 19____

____________________________

Print Name: ______________

Print Title: ______________

SIGNED by or on behalf of the

Contractor (or by an authorized signatory

of the Contractor if a corporation)

on the ____ day of ______________, 19____

____________________________

Print Name: ______________

Print Title: ______________

APPENDIX 1 TO COMPONENT SCHEDULE NO. ____ (FISCAL YEAR ____/___)

Insurance Requirements

SCHEDULE B

Additional Provisions

APPENDIX B: Implementation Protocol

IMPLEMENTATION PROTOCOL for Continuing Agreement Policy This protocol describes the implementation process for Continuing Agreement policy. It identifies the objectives of the policy, as well as the expectations, roles and responsibilities of all participants. Where contractors and contract managers have entered into Continuing Agreements, they do so understanding the following:
POLICY OBJECTIVES
1.01	The overall objectives of Continuing Agreement Policy are: To recognize the ongoing relationship between government and community social and health service providers; To provide consistency in contracting standards and conditions required of contractors in the provision of community social and health services; and To provide a framework to facilitate accountability for outputs and outcomes in the provision of contracted services; To establish coordinated government management of contracted community social and health service
COMMITMENT
2.01	The parties to Continuing Agreements are committed to the evolution of the various elements of the policy objectives, the implementation process and associated decisions. This includes the development of definitions and guidelines in the following areas to provide a clear framework of accountability for the parties and consistent cross-ministry program standards and performance expectations. programs standards performance evaluation service outputs and outcomes service monitoring and reporting financial requirements specified audit procedures/audit protocol
PROCESS
3.01	Representation of government parties will be made by the committees established by the Cross-Ministry Contract Reform Executive Steering Committee.
3.02	Representation of contractors will be made by the Community Social Service Employers' Association and the Health Employers' Association of BC
3.03	Notwithstanding Sections 3.01 and 3.02, broader consultation will be sought as required.
3.04	Representatives of all parties will participate in the developmental aspects of the implementation process, including the items mentioned in Section 2.01.

APPENDIX C: CONFLICT RESOLUTION PROTOCOL

CONTINUING AGREEMENT POLICY

CONFLICT RESOLUTION PROTOCOL

This Conflict Resolution Protocol applies to the contractual relationships entered into by the Province for the provision of community health and social services eligible for Continuing Agreements.

It outlines the processes to be followed in resolving any disputes between the contractor and the Province in respect of the contract terms (except the periodic negotiation of funding levels, related service and availability of an appropriation).
It is to be used in the absence of any other statutory right of appeal or review.
It presumes that both parties effect a "partnering" relationship, outlined in the Negotiation Protocol, which fosters teamwork to assure effective program delivery, service and care of clients. Discussion of potential problem areas and concerns during the process of negotiation, and in a timely manner during the contract period, is a preventative process that minimizes the potential of disputes arising.
It anticipates a process that is:
- local;
- affordable;
- lay; and
- timely.

The parties agree that each of them must:

make bona fide efforts to resolve any disputes arising between them by amicable negotiations, in accordance with the resolution process outlined herein;
provide frank, candid and timely disclosure of all relevant facts, information and documents to facilitate those negotiations;
make every effort to resolve disputes as quickly as possible, taking into consideration the particular circumstances and the time required to prepare detailed documentation, where necessary; and
only resort to arbitration when all other means, including mediation have been reasonably considered.

For the purposes of this three stage resolution process, each party must designate its "Official", for each stage, representing ascending order of decision-making authority for each party. The Stage Three Official must be the most Senior Executive Officer of each party. In the case of ministries, this must be the Deputy Minister or his/her designate

STAGE ONE

The designated Stage One Officials for each party meet ("Initial Meeting") to discuss and attempt to resolve the dispute.
If there is no resolution within 15 calendar days of this meeting, the matter is referred to Stage Two.
Steps may be omitted and time periods adjusted by mutual agreement of both parties.

STAGE TWO

The designated Stage Two Officials for each party meet ("Review Meeting") within 30 calendar days of the Initial Meeting to discuss and attempt to settle the conflicting positions of Stage One Officials.
If there is no resolution within five calendar days of the Review Meeting, the matter is referred to Stage Three. Each official must provide a written summary to each Stage Three Official.
Steps may be omitted and time periods adjusted by mutual agreement of both parties.

STAGE THREE

The designated Stage Three Officials for each party meet ("Final Meeting") within 50 calendar days of the Initial Meeting to discuss and attempt to settle the conflicting positions of Stage Two Officials.
If there is no resolution within 10 calendar days of the Final Meeting, the matter is referred to the External Decision Process.
Steps may be omitted and time periods adjusted by mutual agreement of both parties.

EXTERNAL DECISION PROCESS

In order to maintain the long term relationships that are essential to Continuing Agreements, mediation is usually preferable to arbitration. A dispute cannot be referred to an arbitral process unless both parties (third Stage Officials) have met and determined that mediation cannot resolve or clarify the issues of the dispute. Unsuccessful mediation attempts will be referred to the arbitral process.
A mediator must be selected by mutual agreement of both parties, from a preapproved list of qualified mediators, maintained by the British Columbia Mediator Rostor Society (BCMRS), unless the parties agree otherwise. Where the parties are unable to agree upon a mediator, within 30 days of the decision to mediate, a party may request the BCMRS to appoint a mediator from the preapproved list of qualified mediators.
Where a dispute is referred to an arbitral process, such disputes must be referred to and finally resolved by arbitration as determined under the provisions of the Commercial Arbitration Act.
There must be one arbitrator, unless mutually agreed otherwise. If the parties fail to agree on an arbitrator within 30 days after the decision to proceed to arbitration, a party may request the BCMRS to appoint that arbitrator, from a preapproved list of qualified arbitrators.
The place of arbitration must be mutually agreed by the parties.
Costs of either mediation or arbitration must be shared equally by each party.

APPENDIX D: ORGANIZATIONAL STANDARDS

TABLE OF CONTENTS

I. INTRODUCTION

A. PURPOSE

B. APPLICATION AND INTERPRETATION OF STANDARDS

C. COMPLIANCE AND REPORTING

II. ORGANIZATIONAL STANDARDS

D. PURPOSE

E. IDENTITY AND VALUES

F. CAPABILITY

G. MONITORING AND LEARNING

I. INTRODUCTION
A. PURPOSE
	The following standards identify key organizational controls that provide a contractor and government with: a framework to support effective business practice; and some assurance that the contractor has the organizational capacity to deliver the ongoing services contemplated in a Continuing Agreement. "Control" comprises those elements of an organization (including its resources, systems, processes, culture, structure and tasks) that, taken together, support people in the achievement of the organization's objectives. Meeting these standards is an eligibility requirement for Continuing Agreements. The strength or weakness of these organizational controls may be contributing factors to successful service delivery. Consequently, these standards will be considered in addressing issues arising from the results oriented service evaluation that is required by Continuing Agreement Policy on a periodic basis, not less than every three years.
B. APPLICATION AND INTERPRETATION OF STANDARDS
B.1	The application and interpretation of standards must comply with the following principles: Standards apply to all contractors regardless of size; Standards apply to private and society contractors; Standards cannot direct or interfere with the management of a contractor's organization; and Standards cannot create an employer-employee relationship
B.2	The application of the standards in specific circumstances must be reasonable and consistent with the Purpose and the size of the contractor's organization. Considerable judgment is required in interpreting the standards in the context of a particular organization.
B.3	The application and interpretation of standards must be consistent with the "Indicators" identified for each standard.
B.4	Eligibility for a Continuing Agreement will be assessed based on a contractor's compliance with Indicators identified for each standard. (Refer to Section C – Compliance and Reporting)
C. COMPLIANCE AND REPORTING
C.1	The contractor must comply with the standards throughout the term of the Continuing Agreement.
C.2	The contractor must confirm, in writing, its compliance with standards prior to the execution of the Continuing Agreement and thereafter, at a minimum, every three (3) years, in accordance with the evaluation framework established by Continuing Agreement Policy (to be developed).
C.3	The Province may request substantiation of compliance with standards at any time.
II. ORGANIZATIONAL STANDARDS
D. PURPOSE
D.1	Objectives of the organization are established and communicated. *Indicators:* An explicit mission and clear vision, communicated and shared throughout the organization. A service-planning process that identifies requirements that must be met, and results in detailed objectives that express the mission and vision in specific results oriented terms. The formality of the process depends upon the size and complexity of the organization and the services provided.
D.2	Policies designed to support the achievement of an organization's objectives and the management of its risk are established, communicated and practiced so that people understand what is expected of them and the scope of their freedom to act. *Indicators:* Policies are communicated throughout organization and translated into specific practices to provide direction on how operations are to be conducted. Monitoring and reporting processes established to ensure policies are practiced, and to review policies and practices to ensure their relevance. Although policies must be in writing, the formality of the documentation depends upon the size and complexity of the organization and the services provided.
E. IDENTITY AND VALUES
E.1	Shared ethical values, including integrity are established, communicated and practiced throughout the organization. *Indicators:* Policies are established and communicated throughout organization and translated into specific practices to provide direction. Policy statements include values and preferences of senior management and the board of directors that address: compliance with applicable laws, statutes and regulations; compliance with all contractual obligations; a professional approach to financial reporting; integrity of transactions and records; conflict of interest guidelines, consistent with those of the Province; respect for the public trust; respect for the privacy of client, organization and employee information; commitment to truth and fair dealing; commitment to fairness and equity; commitment to quality and competence; leadership by example; and fair treatment of and respect for individuals. Although policies must be in writing, the formality of the documentation depends upon the size and complexity of the organization.
E.2	Human resource policies and practices are consistent with an organization's ethical values and with the achievement of its objectives. *Indicators:* Policies are established and communicated throughout organization and translated into specific practices to provide direction. Such policies should comply with applicable legislation, regulations and guidelines including but not limited to: the Human Rights Code, Employment Standards Act, Labour Relations Code, Worker's Compensation Act and the Public Sector Employers Act. Although policies must be in writing, the formality of the documentation depends upon the size and complexity of the organization and the services provided.
E.3	Authority, responsibility and accountability are clearly defined and consistent with an organization's objectives so that decisions and actions are taken by the appropriate people. *Indicators:* Definitions of authority and responsibility have been established and communicated throughout the organization. Evidence may include an organizational chart that indicates lines and scope of authority; documented job descriptions; or other less formal evidence, where applicable.
F. CAPABILITY
F.1	People have the necessary knowledge, skills and tools to support the achievement of the organization's objectives. *Indicators:* Policies are established and communicated throughout organization and translated into specific practices to provide direction regarding: recruitment, selection and retention of qualified staff, volunteers and students in training; code of conduct; compensation; staff and governing body orientation training and development; due process in supervision, discipline and resolution of disputes; employee evaluation/performance appraisals; and employment equity Although policies must be in writing, the formality of the documentation depends upon the size and complexity of the organization and the services provided.
F.2	Communication processes support the organization's values and the achievement of its objectives. *Indicators:* Processes are established to ensure collaboration with government, agencies, service consumer groups and communities in service planning and delivery. Process are in place to ensure that the contractor coordinates and collaborates with government, other service providers and authorities in communicating the information necessary to the well being of clients, while respecting the privacy and confidentiality of clients. Processes support two-way communication within the organization. Processes are in place to ensure that clients are informed of their rights.
F.3	Sufficient and relevant information is identified and communicated in a timely manner to enable people to perform their assigned responsibilities. *Indicators:* There are administrative and service delivery structures and systems (including human resource, financial, information and communication systems) appropriate to effective and efficient service delivery. Systems ensure the provision of information to support decision-making, reporting monitoring and evaluation requirements. Complaints mechanisms are established for use by consumers and processes are in place to provide feedback to service providers. The formality and complexity of the structures and systems depend upon the size and complexity of the organization and the service provided.
F.4	The decisions and actions of different parts of the organization are coordinated. *Indicators:* Decisions and actions of the organization are coordinated by an ultimate authority who is accountable for operations and the trusteeship of the organization's programs and resources.
F.5	Control activities (routines) are established to provide assurance that processes operate as designed and meet the requirements of the organization's policies. *Indicators:* The organization is in good standing with applicable laws, statutes and regulation including, but not limited to, the Societies' Act, the Company Act, the Income Tax Act, the Cooperatives' Act and the Worker's Compensation Act. Plans are in place to ensure the continuity of essential services in the event of a disaster. Established systems of financial management and control exist. Risk management plans and insurance coverage policies, appropriate to the circumstances of the contractor and its services, are in place. Polices are established and communicated throughout organization and translated into specific practices to provide direction regarding: the confidentiality and security of records; proper storage, retention, access and destruction of records; and in any other matter, compliance with legislation pertaining to records management including, but not limited to, the Freedom of Information and Protection of Privacy Act and the Document Disposal Act. Policy, plans and systems must be documented, although the formality of the documentation depends upon the size and complexity of the organization and the services provided. Management has reviewed the organizational environment to ensure: its operations are carried out in a safe environment; contingency plans for emergencies are in place; a critical incident reporting system is in place; and all legislation, regulations, codes, bylaws and licensing requirements applicable to safety and security are met.
G. MONITORING AND LEARNING
G.1	Social trends, competitive conditions, regulations, technology and other external environment conditions are monitored to obtain information that may signal a need to re-evaluate the organization's objectives or control. The organization's internal environment is also monitored in the same manner. *Indicators:* Processes are in place to monitor and report external conditions such as social trends, conditions, and technology. Processes are in place to monitor and report internal conditions such as employee attitudes and morale.
G.2	Performance is monitored against the targets and indicators identified in the organization's objectives and plans. *Indicators:* Processes are in place to compare performance with identified targets and indicators.

APPENDIX E: AUDIT AND EVALUATION PROTOCOL

Audit and Evaluation Protocol

Government Audits of Private Agencies and Societies with Continuing Agreements with the Province of British Columbia

PURPOSE

The purpose of the Audit and Evaluation Protocol is to:

define audit and other audit related terms; and
outline the process Internal Audit uses to complete their audit and evaluation projects.

This protocol only describes the work of Internal Audit and does not apply to external auditors.

Nothing in this protocol is intended to reduce the independence of the contractor and its arms-length relationship with the provincial government. Government must not, through its auditing, monitoring or contract management activities, interfere in the management rights of the contractor. Management of the affairs of the agency or society is the responsibility of the owners or board members and management of that organization.

DEFINITIONS

Audit and Evaluation Service Providers

Internal Audit: Refers to internal audit groups from the Office of the Comptroller General, Ministry of Finance or Financial Policy and Monitoring Branch, Ministry of Health and Ministry Responsible for Seniors authorized to perform internal audits in accordance with Generally Accepted Auditing Standards and Provincial Internal Auditor Standards.

Internal Auditor: An employee of Internal Audit within the province who is authorized to perform audits in accordance with the Provincial Internal Audit Standards and generally accepted auditing standards. Internal Auditors can perform all those types of audit or evaluation identified below, with the exception of Financial Statement Audits, that are performed by the agency's external auditors.

External Auditor: An individual or firm independent of the agency who is qualified to be the auditor of a reporting company under the Company Act or a reporting society under the Society Act. External auditors perform the financial statement audits for the agencies as well as the specified audit procedures for contracted agencies.

Evaluator: An employee(s) of the province or contracted individual(s) who is authorized to assess service design and delivery of provincial programs.

Types of Audit and Evaluation

Financial Statement Audits: An assessment, carried out in accordance with generally accepted auditing standards, of the agency's financial records to ascertain whether the financial statements, including any attached schedules, present fairly, in all material respects, the financial position, results of operations and changes in financial position in accordance with generally accepted accounting principles, or in special circumstances, another appropriate disclosed basis of accounting.

Compliance Audit: A review of the agency's compliance with some or all of the terms of the contract and attached schedules, as well as established standards, Organizational Standards, Program Standards, compensation guidelines and other laws and regulations as they may apply. During these audits, reviews are also usually conducted on the compliance with the applicable ministry's contract management practices and government policies and procedures.

Investigative Audits: An assessment of the agency's financial, administrative and/or operational records in response to a complaint or concern. Complaints and concerns must be documented by the person making the request for an audit or by the person who receives a verbal complaint and form part of Internal Audit's working paper files. This is necessary to ensure that the need for an audit is properly documented.

Comprehensive Audit: A study aimed at assessing overall or specific aspects, of value for money that involves measuring effectiveness, efficiency and economy. Effectiveness can be measured using existing frameworks, for example Organizational Standards, Program Standards, Accountability Framework or the Canadian Comprehensive Auditing Foundation's 12 Attributes of Effectiveness. A comprehensive audit can include an assessment of financial, management and operational controls.

Specified Audit Procedures: Compliance audit procedures, provided by the province in conjunction with the sector and referred to within the Continuing Agreement and/or Contract Schedules, that define criteria, scope and reporting requirements, and that are carried out by the agency's external auditors.

Service Evaluation: A performance evaluation of the contracted agency that includes:

an assessment of the quality of services provided through compliance with program standards;
measurement of achievement of desired outputs and outcomes as described within the Component Schedule(s); and
assessment of whether the program is effectively and efficiently designed and delivered.

Service Evaluations can be conducted by peer teams, provincial evaluators, internal auditors of the province or independent contracted evaluators. The criteria for evaluating performance will be shared with the contracted agency and will be outlined within the Component Schedule. Service Evaluations may be conducted as part of Comprehensive Audits. Service Evaluations may be narrower in scope than Compliance Audits, focusing primarily on service design and delivery than financial and management areas.

INTERNAL AUDIT PROCESS

Project Planning

Internal Audit will contact the appropriate official from the ministry who will advise the agency or society of the upcoming audit or evaluation.
During the planning phase, Internal Audit will contact ministry and agency or society management to obtain information, assess areas of risk and arrange onsite visits.
Internal Audit will draft a Terms of Reference outlining the purpose, scope, objectives, project timing, audit team composition, and relevant policy and legislation.
The Terms of Reference will be signed by Internal Audit, an officer of the agency or society under review, as well as an appropriate level of authority within the ministry. In the event agreement is not reached with the agency or society on the terms of reference, the province will use its discretion whether to proceed with the audit.
Internal Audit will prepare detailed plans and programs. Internal Audit will also review the results of the agency's external audit reports, service evaluations and comprehensive audits and where appropriate, rely on this work to reduce the extent of testing required. Where the efficiency or effectiveness of the organization is to be assessed, performance criteria will be developed and confirmed with the agency or society.

Project Execution

Internal Audit will meet with the agency's executive director and/or members of the board of directors at the beginning of the project to introduce the team, orient the managers to the process and arrange convenient meeting times and contacts for the work.
Internal Audit operates with a "no surprises" policy, and will keep agency and ministry management informed of all relevant issues as the project progresses. This may not be possible in the event that an investigative audit is being performed.
Every effort will be made to minimize disruption to agency staff.
Audit evidence, which supports conclusions, is collected in working paper files.

Exit Meeting

An exit meeting will be conducted at, or shortly after, the conclusion of fieldwork. Internal Audit and the executive director of the agency under review normally attend this meeting. The purpose of this meeting is to formally present the preliminary findings, obtain input into the issues identified and work towards developing solutions.
An exit meeting will be held with ministry staff to discuss any concerns, related to contract management highlighted during the audit.

First Level of Draft Report

Internal Audit will prepare a draft audit report containing the agency audit findings and recommendations and forward it to the executive director of the agency under review. This provides an opportunity to respond to the draft and verify that it accurately represents the issues discussed at the exit meeting.
Internal Audit will prepare a separate draft report for the applicable ministry containing ministry contract management findings and recommendations and send it to the appropriate ministry officials, as outlined in the terms of reference.
Following a review of the responses, Internal Audit will amend the draft report, where appropriate.

Second Level of Draft Report

Internal Audit issues the draft report (revised as necessary), to the agency, along with a copy of an "Action Plan" for completion. The Action Plan summarizes the findings and recommendations, the agency's and ministry's replies concerning action taken or planned, and the target dates for implementation of changes. The agency is requested to forward their completed "Action Plan" to the ministry contract manager.
The draft reports for the agency and ministry are combined and sent to the appropriate ministry officials along with the combined "Action Plan" for completion. The ministry is asked to review the agency's "Action Plan" and incorporate their comments into the combined plan.
A Customer Survey is sent to the ministry and the agency executive director with the second level of the draft report. The survey provides Internal Audit with feedback on service quality, achievement of intended results and input for future improvements.

Final Report

After Internal Audit receives the completed action plan from the appropriate ministry officials and executive director of the agency, the final report is sent to the deputy minister and the executive director of the agency to obtain confirmation of the chief executives' approval of the actions taken and planned. The final report reflects the actions taken and planned by the ministry and the agency or society.
Note: Normally, replies to audit reports at all levels are expected within three weeks.

Distribution

The final report, which incorporates the comments from the action plan, will be forwarded to the executive director and/or the board of directors of the relevant agency and to the management of the ministry as follows: the Deputy Minister, the relevant Assistant Deputy Minister, the Executive Financial Officer, the relevant Regional Operating Officer or Director.

Partnership

Internal Audit is open to including a representative from federations and/or agencies in the community health and social services sector, as an advisor to the internal audit plans for audits of agencies to ensure the sector's perspective is fully considered.

APPENDIX F: SPECIFIED AUDIT PROCEDURES

Specified Audit Procedures for Contracted Agencies

October 1997

Specified Audit Procedures for Contracted Agencies

Section 1 – Instructions to Auditors

1.1 Introduction
1.2 Purpose
1.3 Frequency
1.4 Time Period
1.5 Provisions to be Audited
1.6 Audit Procedures and Scope
1.7 Provision 4.01 – Organizational Standards
1.8 Standards
1.9 Reporting
1.10 Sources of Information
1.11 Terminology

Section 2 – Audit Procedures for the Continuing Agreement

Section 3 – Other Audit Procedures

Section 4 – Criteria and Indicators for Organizational Standards*

Section 5 – Report

Proposed Criteria for Exemption from Audit Requirements

Administrative Costs for Contracted Agencies

Specified Audit Procedures for Contracted Agencies

Section 1 – Instructions to Auditors

1.1 Introduction

The Continuing Agreement is a long-term contract between the Province of British Columbia and an organization in the health or social services sector (the Contractor).

1.2 Purpose

The purpose of the engagement is to perform specified audit procedures on the Contractor's compliance with the Continuing Agreement and report to the Contracted Agency the results of those procedures.

1.3 Frequency

Specified audit procedures are performed within three years of signing the Continuing Agreement, and every third year thereafter.

1.4 Time Period

The auditor will perform specified audit procedures for the time period from the commencement of the term of the Continuing Agreement to the most recent fiscal year end, or the three fiscal years following the last Report on Results of Specified Audit Procedures, whichever is appropriate. With respect to Section 4.01, compliance with the organizational standards, the information reported upon is limited to the procedures in place at the most recent fiscal year end and not the whole period under examination.

1.5 Provisions to be Audited

The Continuing Agreement provisions which require specified audit procedures are listed in Section 2. No audit work is required on the provisions which are not identified in the section.

1.6 Audit Procedures and Scope

Section 2 outlines the specified audit procedures required for the applicable provision of the Continuing Agreement. Section 3 contains audit procedures to be performed in connection with other listed documents. The auditor should exercise professional judgment in determining the scope of specific audit procedures. The auditor should perform audit procedures on, and sample from, all years under examination, with the exception of provision 4.01 (see point 1.7 for discussion).

These procedures require auditors to find quantitative evidence only (i.e., documentary or numeric evidence) in determining whether the agency meets the contractual requirements of Sections 2 and 3, and the criteria of Section 4. However, qualitative information may be provided by audit firms to agencies as a service to the client, similar to the purpose of the management letter.

1.7 Provision 4.01 – Organizational Standards

The Organizational Standards identify key organizational controls which provide a framework for effective business practices. They were developed to provide assurance the Contractor has the ability to provide services on an ongoing basis.