Material Change

A material change is a change significant enough to affect the substance of a solicitation response, a contract, a supplier's qualifications or the coverage that backs a contract. It is set apart from a minor edit or clarification, which leaves the substance of the arrangement intact.

Canadian public-sector documents use the term in several places, and the consequence depends on the instrument. In some it is a change a bidder is barred from making. In others it is an event a supplier must report, or a change that a bond or insurance clause addresses. Suppliers should read the term against the document in front of them.

Material changes to proposals and RFP terms in British Columbia

The BC Ministry Guide to the RFP states that proponents cannot make material changes to their proposals or to the RFP terms. Minor edits made for clarity may be possible. The guide also explains that the proposal forms the basis of the resulting contract, and it directs that proposed changes to contractual terms be referred for legal advice. Read the full wording in the Ministry Guide to the RFP.

BC guidance on service solicitations applies the same limit to negotiation. Material changes are not allowed after submission, and only limited clarification or negotiation is permitted. The solicitation options at-a-glance for services sets out this limit.

Material changes to a respondent team on CanadaBuys RFQs

Some RFQs posted on CanadaBuys treat a material change as an event to report. In the Build Canada Homes RFQ for Arbo Downsview, an applicant must give written notice within five business days of an uncontrolled material change to a respondent team member. The procuring company may then assess whether the change could have a material adverse impact on the application. The requirement is in the Arbo Downsview RFQ.

A substantially identical notice and assessment process appears in the Naawi-Oodena RFQ. Here the change concerns the team a respondent has put forward, not the wording of its submission.

Material changes in Alberta insurance and bond wording

Alberta contract documents use the term for protection after award. In the transportation consulting contract template, the consultant's insurance must give the Minister 30 days' advance written notice of cancellation or of a material change restricting coverage. See the Alberta consulting contract template.

In the Alberta labour-and-material payment bond form, a material change in the contract between the principal and the Province does not prejudice the rights of eligible claimants who did not cause or bring about the change. The wording is in the Alberta payment bond form.

What a material change means for a supplier bidding on Canadian public contracts

• Before submission: finalize your proposal and your proposed contract terms. In BC, material changes to a proposal or the RFP terms are not available after submission.
• Team composition: track changes in ownership, control or team members while a CanadaBuys RFQ is open. Where the RFQ requires it, give written notice within five business days.
• Insurance: tell your broker that Alberta consulting contracts require 30 days' advance written notice to the Minister of any cancellation or material change restricting coverage.
• Contract language: refer proposed changes to contractual terms for legal advice, as BC guidance directs.