Sample Contract

1. General Conditions

Services DSS-MAS 2035 (2012-11-19) set out in the Standard Acquisition Clauses and Conditions (SACC) Manual, are hereby incorporated by reference into and form part of this contract. All instructions, general terms, conditions and clauses identified herein by title, number and date are set out in the Standard Acquisition Clauses and Conditions (SACC) Manual, issued by the Department of Public Works and Government Services (DPWGS).

The SACC Manual may be viewed on the Public Works and Government Services Canada website. A copy of the said conditions can also be obtained from the contact identified on the contract on page 1.

All references to the Minister of Public Works and Government Services should be deleted and replaced with the Minister of Canadian Heritage. Also all reference to the Department of Public Works and Government Services should be deleted and replaced with the Canadian Heritage Information Network, a special operating agency of the Department of Canadian Heritage.

All References to the Contractor should be replaced with the Institution.

2. Preamble

Definition: For the purposes of the Virtual Museum of Canada (VMC) Virtual Exhibits Investment Program, the term "Product" is defined as an online exhibit or game [which will be optimized for the following mobile applications: Smartphone and/or tablet];

Whereas CHIN is responsible for managing the Virtual Museum of Canada portal;

And Whereas the Institution has been commissioned by CHIN to produce a virtual exhibit which may or may not be optimized for mobile applications for the VMC portal, which will be hosted by the [Institution or CHIN];

The Parties Agree as Follows:

3. Annexes and Guidelines:

Annexes I, II and III form an integral part of this Agreement:

1. Product description as provided by the Institution in the approved proposal.
2. Technical Specifications for the Development of VMC Products V2.0
3. Eligible Costs

4. Cost

The Institution shall not arrange or incur any expenditure other than those stipulated in the contract on behalf of her Majesty without prior authorization by the Contracting Authority.

In accordance with Section 40 of the Financial Administration Act, payment under the contract is subject to there being an appropriation for the particular service for the fiscal year in which any commitment hereunder would come in course of payment.

Payment for the work performed shall be made on the following basis:

4.1 Fee not to exceed $ amount inclusive of all expenses, (GST/HST excluded).

In addition:

Beginning six months prior to the expiration date of this contract, CHIN may, upon exercising its right to renew, invest in modifications to the virtual exhibit for a value of up to $25,000.00 (excluding GST/HST).

5. Payment Schedule

It is understood and agreed that in accordance with the General Conditions and subject to performance of the work to the entire satisfaction of the Project Authority, payment shall be made as follows:

5.1 Fee

In consideration of the Product to be delivered as defined in the Statement of Work in this Agreement, CHIN shall pay the Institution a fee in the following manner:

5.1.1 A first payment of 30% ($ amount plus GST/HST) on submission, no later than date, of a detailed production plan and on submission of an invoice approved by the Project Authority;

5.1.2 Second payment of 20% ($ amount plus GST/HST) upon submission, no later than date, of:

1. a preliminary version of the Product that is a functioning online prototype containing, as a minimum, a sample page for each main section of the site in at least one language, all mandatory navigation elements as identified in Annex II, and examples of all multimedia and interactive elements to be used in the Product;
2. a report on audience evaluation performed on the preliminary version of the Product,
3. ten images and a storyline consisting of 1,000 to 2,000 words of text as per Part I section 13.3 (p), and on submission of an invoice and its approval by the Project Authority.

5.1.3 Third payment of 30% ($ amount plus GST/HST) upon submission, no later than date, of:

1. the completed version of the Product that meets all technical and content requirements, in all languages, ready for content and technical verification by CHIN;
   
2. five images, as per Part I section 13.3 (j) and on submission of an invoice and its approval by the Project Authority;

5.1.4 Final payment of 20% ($ amount plus GST/HST) for the balance of the total payable amount after satisfactory completion and acceptance of all the work covered by the contract and on submission of an invoice and its approval by the Project Authority, no later than date, specifically:

1. the final version of Product in all languages, with the implementation of any changes required as a result of the CHIN verification, to meet all content and technical requirements as established in this Agreement;
2. the two homepage images and the two graphic images as per Part I section 13.3 (l) as well as the two homepage images of any mobile optimized version of the virtual exhibit;
3. catalogue records of the Product, as per Part I, section 13.3 (i);
4. contribution of Product object records to Artefacts Canada as per Part I, section 13.3 (f);
5. a digital copy (e.g. DVD) of the Product, in all languages, including the source files, as per Part I, section 13.3 (a);
6. financial expenditure report.

CHIN reserves the right to cancel the final payment or a portion thereof, at its sole discretion, if the Product upon delivery and following no more than three quality assurance reviews by CHIN, does not meet all technical and content requirements established in this Agreement.

5.2 In the event that the Product is not delivered within the government's fiscal year in which the contract commences, and the Institution expects CHIN to carry an unexpended balance into the next fiscal year, the Institution shall inform CHIN, in writing, no later than 60 days prior to the end of the federal government's fiscal year.

6. Representations and Warranties

In addition to any representations and warranties in the SACC clauses, the Institution represents and warrants that:

• prior to the public launch of the Product (as detailed in Part I and Annex I of this Agreement) on the World Wide Web, it will have cleared all necessary rights to use, reproduce, adapt, translate, publish, exhibit, and communicate to the public by telecommunication any underlying works contained in the Product;
• it has cleared the rights to use, reproduce, adapt, translate, publish, exhibit and communicate to the public by telecommunication the works licensed herein as provided for in section 13(j) of this Agreement for the purposes of promoting the Product and the Virtual Museum of Canada;
• it has the sole and exclusive right to grant the rights, licenses and privileges granted in this Agreement;
• it has full right, power, legal capacity and authority to enter into this Agreement and to carry out all of its terms and conditions and the signatory is a duly authorized representative with full powers to sign this Agreement on its behalf;
• that all aspects of the work to be performed pursuant to this Agreement will conform to the technical specifications detailed in the Technical Requirements for the Development of Virtual Museum of Canada (VMC) Virtual Exhibits Investment Program Products V2.0 (Annex II), as appended to this Agreement;
• it will meet all deadlines specified in the Agreement;
• it will moderate any content uploaded to the Product by third parties for the purpose of ensuring that the content does not violate any privacy, publicity or intellectual property laws.

7. Invoice

The Institution is required to submit to the Project Authority for each payment (as per the payment schedule) a signed invoice showing the Contract Number, the Institution's name, address and GST or HST number (if applicable) and certifying the work completed to date and the period covered by the invoice.

The Institution shall not invoice or collect any AD Valorem Sales Tax levied by the Province in which the goods or taxable services are delivered to Federal Government Departments under authority of the following Provincial Sales Tax Licenses:

In all other provinces to the exception of the provinces that are subject to HST, provincial Sales Taxes do not apply to goods or taxable services delivered to Federal Government Departments or Agencies under this contract.

The Institution is not relieved of any obligation to pay Provincial Sales Taxes on goods or taxable services which the Contractor uses or consumes in the performance of this contract.

7.1 Payment by CHIN for the Work shall be made within:

1. thirty (30) days following the date on which all of the Work has been delivered at the location(s) specified in the Contract and all other Work required to be performed by the Institution under the terms of the Contract has been completed; or
2. thirty (30) days following the date on which an invoice and substantiating documentation are received according to the terms of the Contract;

whichever is later.

7.2 If CHIN has any objection to the form of the invoice or the substantiating documentation, within fifteen (15) days of its receipt, CHIN shall notify the Institution of the nature of the objection. "Form of the invoice" means an invoice which contains or is accompanied by such substantiating documentation as CHIN requires. Failure by CHIN to act within fifteen (15) days will only result in the date specified in paragraph 7.1 of the clause to apply for the sole purpose of calculating interest on overdue accounts.

8. Default and Termination

SACC clauses for default and termination continue to apply except where they have been modified in this clause.

CHIN shall have the option to terminate this Agreement if the Institution:

• transfers its rights under this Agreement to a third party without the prior written approval of CHIN; or has made any representation or warranty that proves to be false or misleading;
• where the Institution violates or defaults in the performance of any undertaking or obligation under this Agreement.

Should CHIN choose to terminate the Agreement, CHIN shall, by notice in writing, clearly specify the nature of the violation or default complained of. If, within thirty (30) days following the date of such notice, the Institution has not rectified the violation or default to the reasonable satisfaction of CHIN or has not given the assurance of its intentions to respect the provisions of this Agreement to the reasonable satisfaction of CHIN, CHIN may unilaterally terminate this Agreement in full right and with no legal action or other formality, without prejudice to its rights to claim damages from the Institution. CHIN shall not unreasonably withhold satisfaction for rectification of default.

9. Official Languages

CHIN is under the obligation to respect the spirit and the letter of the Official Languages Act R.S. 1985, C.31 (4th Suppl.). It is therefore imperative that the Institution when representing the Crown ensures that verbal communications are in the preferred official language of the participants. Written communications will be in the language(s) of the participants and must be submitted to the Project Authority before they are issued. If participants are required to communicate by telephone with the Institution or his/her representatives, the Institution must ensure that all persons, including receptionists and other contacts who will be receiving these calls, are bilingual.

10. Contracting Authority

The Contracting Authority for this Contract is:

Telephone:

819-994-5109

Facsimile:

819-953-4133

Email:

patrick.ritchie@pch.gc.ca

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

11. Project Authority

The Project Authority for this Contract is:

Telephone:

819-934-5034 or 1-800-520-2446

Facsimile:

819-994-9555

Email:

danielle.carrier@pch.gc.ca

The Project Authority is responsible to certify that the work has been performed in accordance with the terms of the contract. The Project Authority is the representative of the department for whom the Work is being carried out under the Contract and is responsible for all matters concerning the Work under the Contract. The Project Authority has no authority to authorize changes to the scope of the work. Changes to the scope of the Work can only be made through a contract amendment issued by the Contracting Authority.

12. Green Procurement

The Institution should make every effort to ensure that all documents prepared or delivered under this contract are printed double-sided on Ecologo certified recycled paper or on paper with equivalent post-consumer recycled content, to the extent it is procurable.

13. Scope of Work - The Institution

13.1 The Institution agrees to perform the work as follows:

13.2 Develop a virtual exhibit entitled: Name of Exhibit, which may or may not be optimized for mobile applications as described in Annex I, to be launched on a mutually agreed date, for public exhibition on the World Wide Web as part of the Virtual Museum of Canada.

13.3 In addition to the specifications set out in Annex II, the Institution shall:

1. Provide CHIN with a digital copy (e.g. DVD) of the virtual exhibit, in all languages, including the source files;
2. Ensure that the virtual exhibit meets all technical and content requirements as provided for in Annex II, and that all links and navigational elements are fully functional prior to its public release;
3. Produce the virtual exhibit in English and French, and verify the translation;
4. Ensure that recognition of the Government of Canada's financial participation is provided;
5. Be responsible for responding to public feedback received through the Virtual Museum of Canada on the virtual exhibit;
6. Create for and contribute to Artefacts Canada a record (text and image) for each object from its collection for which an image is included in the virtual exhibit, and ensure that this obligation is extended to any other museum partner that receives financial benefit under the Agreement;
7. Add a link to the VMC in a predominant location on its Web site, and from the site map of its Web site;
8. Include, on every page of the virtual exhibit, a special JavaScript file and noscript element as provided by CHIN in order to collect visitor statistics for the virtual exhibit;
9. Catalogue the virtual exhibit in both English and French using the cataloguing tool available on the CHIN Web site. Stand-alone products within the Product, such as interactive resources and educational resources, shall be catalogued separately. Additional linguistic versions of the Product may also be catalogued;
10. Provide CHIN with no fewer than five digital images from the virtual exhibit, (measuring a minimum of 1024px wide by 512px high, or if scanning from a photograph use a 8.7cm x 4.4cm image at 300dpi) along with the requested data for each image, in English and French, that may be used by CHIN to promote the virtual exhibit and (or) the Virtual Museum of Canada. One of the images provided should be the signature image from the exhibit homepage. The Institution will not unreasonably deny CHIN's request for specific images;
11. Seek and obtain CHIN's prior approval, not to be unreasonably withheld, of any content prepared by it for the purposes of ensuring that recognition of the Government of Canada's financial participation is included in any public communications material that makes reference to the virtual exhibit or to the Virtual Museum of Canada, as required by Part I, section 13.3(d);
12. In addition to the above digital images provided by the Institution to CHIN, provide two promotional images of the entire homepage (one English, one French) of the final virtual exhibit, measuring a minimum of 1024px wide by 512px high in .jpg files and two graphic images (one English, one French) of the exhibit's signature title, from the homepage, in .eps (vector file) and .png files (transparent background), as well as two additional images (one English, one French) of the homepage of any mobile optimized version of the virtual exhibit along with data for each image, that may be used by CHIN in their entirety or as a detail, to promote the Product and (or) the Virtual Museum of Canada;
13. Conduct quarterly verifications of all hyperlinks included in the virtual exhibit and correct as required;
14. Ensure that any changes to the virtual exhibit made after the launch conform to the terms and conditions of this Agreement;
15. Carry out technical updates to the virtual exhibit as provided for in section 13.2 of this Agreement, and as requested by CHIN on an ongoing basis for the duration of this Agreement and any renewals to ensure that the virtual exhibit remains available on the World Wide Web;
16. In addition to the images provided in 13.3 (j) and 13.3(l), provide CHIN with no fewer than ten digital images in support of your "History Matters" scenario, (high resolution at 2,800 pixels) along with the requested data for each image, in English and French, as well as a storyline consisting of 1,000 to 2,000 words of text, in either official language, in MSWord format that may be used by CHIN to create a short video to be posted on the Virtual Museum of Canada (VMC) and other platforms (e.g. YouTube).

14. Scope of Work: CHIN

14.1 Shall maintain the Virtual Museum of Canada Web site and search facilities to assist the public to locate Virtual Museum of Canada content;

14.2 If the virtual exhibit is hosted on a CHIN server, CHIN shall provide the Institution with a User account for a CHIN-hosted virtual exhibit on the CHIN server for development and testing purposes prior to CHIN's technical review and the public release of the virtual exhibit);

14.3 Shall provide the Institution with electronic copies of the Virtual Museum of Canada logo for incorporation into the virtual exhibit in accordance with the technical specifications contained in Annex II.

14.4 Shall grant free access of the virtual exhibit to the public on the World Wide Web for a period of no less than five years from the date the virtual exhibit (and any mobile component of the virtual exhibit) was launched to the public;

14.5 Shall incorporate metadata for the virtual exhibit in the Virtual Museum of Canada search engine;

14.6 Shall promote the Virtual Museum of Canada to the public and may promote the virtual exhibit by featuring it on the Virtual Museum of Canada Web site or in other promotional materials;

14.7 To enable statistic gathering CHIN shall provide the Institution with statistics on the virtual exhibit access every month. If the virtual exhibit will not be hosted on CHIN's server, CHIN will provide the Institution with the product-specific JavaScript file and noscript element codes, as well as explicit directions for their implementation.

15. Intellectual Property - The Institution

15.1 In exchange for the consideration described, the Institution hereby grants a license to CHIN within the territory and during the term set forth below:

Territory:

The world

Term:

XXX years and XXX months starting on date and ending on date.

15.2 In exchange for the consideration paid by CHIN to the Institution, the Institution hereby grants to CHIN a non-exclusive, royalty-free license to:

1. reproduce, exhibit, adapt, make available, communicate to the public by telecommunication the virtual exhibit on the World Wide Web as part of the VMC and related products produced by CHIN;
2. authorize third parties, chosen by CHIN in their sole discretion, to make royalty-free, reproductions of the virtual exhibit, or portions thereof, and make them available and communicate them by telecommunication on the World Wide Web by means of framing technologies, for the sole purpose of promoting the virtual exhibit and the VMC, so long as the reproduction is linked to CHIN or VMC sites;
3. reproduce, adapt, exhibit, make available and communicate to the public by telecommunication or otherwise use the works specified in Part I, sections 13.3 (j) and (l) for purposes of promoting the virtual exhibit and the VMC.

15.3 For the duration of the term of this Agreement, and any subsequent renewals thereof, CHIN hereby grants to the Institution a nonexclusive license and right to:

1. use, reproduce, make available and communicate to the public by telecommunication, the Virtual Museum of Canada logo as part of the virtual exhibit as specified in Part I of this Agreement. CHIN retains all rights and interest in the Virtual Museum of Canada name, logo and trademark.
2. the Institution may, with the prior consent of CHIN, not to be unreasonably withheld, grant a third party the right to host the virtual exhibit on its own web site, and provided that the virtual exhibit is maintained intact with all of CHIN's logos, trademarks and accreditation statements and so long as a link is created by the third party from their site back to the Virtual Museum of Canada web site.

15.4 Nothing in this Agreement shall be construed as implying the transfer of ownership of intellectual property from one Party to the other or any of its partners or licensors. The Parties expressly reserve and retain any rights that are not granted by this Agreement.

15.5 For the sole purpose of complying with the archival and retention of government documents provisions as required by federal and provincial legislation that includes, but is not limited to the Library and Archives of Canada Act, SC 2004, c.11, the Institution hereby grants CHIN the right to reproduce, translate and adapt the Institution's data for a time and period as prescribed by law.

15.6 This Agreement may be renewed on six months written notice by one party to the other prior to the expiration of the term of this license.