Virtual Exhibits Investment Program - Sample Contract

Contracts are awarded to CHIN members with approved proposals. Find below a sample contract and its annexes.

Annexes (Subject to Change)

Annex I – Product descriptions as provided by the institution
Annex II – Technical Specifications for the Development of VMC Exhibits and Products 1.0
Annex III – Eligible Costs

Sample Contract (Subject to change)

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ARTICLES OF AGREEMENT

1. GENERAL CONDITIONS

Services DSS-MAS 2035 (2010-01-11) set out in the 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 reference 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 Department of Canadian Heritage.

2. PREAMBLE

WHEREAS CHIN is responsible for managing the Virtual Museum of Canada (VMC) portal and The Teachers' Centre;

AND WHEREAS the Institution has been commissioned by CHIN to produce a virtual exhibition for the VMC portal, which will be hosted by the [INSTITUTION or CHIN];

AND WHEREAS the Institution is required as part of its commission to upload Data (as defined in this Agreement) for public exhibition as part of The Teachers' Centre within the VMC;

3. ANNEXES: I, II, and III FORM AN INTEGRAL PART OF THIS CONTRACT:

I: Exhibit descriptions as provided by the Institution

II: Technical Specifications for the Development of VMC Products 1.0

III: Eligible Costs

4. COST

The Contractor 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 Product 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

5.1.1 A first payment of 40% ($ 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:

a preliminary version of the virtual exhibit component 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 virtual exhibit component of Product.
a report on audience evaluation performed on the preliminary version of the virtual exhibit component of the Product, 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:

the completed version of the virtual exhibit component of the Product that meets all technical and content requirements, in all languages, ready for content and technical verification by CHIN;
the completed version of the associated learning object collection component of the Product that meets all technical and content requirements, in all languages, ready for content and technical verification by CHIN;
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 10% ($ 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, no later than DATE, of an invoice and its approval by the Project Authority, more specifically:

the final version of the virtual exhibit component of the 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;
the final version of the learning object collection component of the Product, 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;
the associated lesson plan;
the three homepage images as per Part I section 13.3 (l) and Part II, section 16.10;
catalogue records of the Product, as per Part I, section 13.3(i);
contribution of Product object records to Artefacts Canada as per Part I, section 13.3 (f);
a digital copy (CD or DVD) of the virtual exhibit component of the Product, in all languages, including the source files, as per Part I, section 13.3 (a);
financial expenditure report as required in Article 7 of this Agreement, and on submission of a invoice and its approval by the Project Authority.

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 two quality assurance reviews by CHIN, does not meet all technical and content requirements established in this Agreement.

6. REPRESENTATIONS AND WARRANTIES

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 for the purposes of promoting the Product, the Virtual Museum of Canada, The Teachers' Centre and creating an electronic postcard gallery that shall be publicly accessible from the postcard section of the Virtual Museum of Canada Web site;
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;
it will ensure all aspects of the work to be performed pursuant to this Agreement will conform to the technical specifications detailed in the Technical Specifications for the Development of Learning Object Collections (Annex III), 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 Contractor is required to submit to the Project Authority for each payment (as per the payment schedule) a signed invoice showing the Contract Number, the Contractor'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 Contractor 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:

Province	Sales Tax License
Prince Edward Island	OP-10000-250
Ontario	11708174G
Manitoba	390516-0
British Columbia	005521
Quebec	108135602P

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 Contractor 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 Canada for the Work shall be made within:

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 Contractor under the terms of the Contract has been completed; or
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 Canada has any objection to the form of the invoice or the substantiating documentation, within fifteen (15) days of its receipt, Canada shall notify the Contractor of the nature of the objection. "Form of the invoice" means an invoice which contains or is accompanied by such substantiating documentation as Canada requires. Failure by Canada to act within fifteen (15) days will only result in the date specified in paragraph 8.1 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.

The Agreement shall terminate automatically if the Institution:

transfers its rights under this Agreement to a third party without the prior written approval of CHIN; has made any representation or warranty that proves to be false or misleading;
notwithstanding the above, this Agreement may also terminate, be suspended or the scope of the obligations under the Agreement may be reduced if the Institution violates or defaults in the performance of any undertaking or obligation under this Agreement;
in such a case, CHIN may, 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

The Department 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 Contractor 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 Contractor or his/her representatives, the Contractor 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:

Kathleen Lemieux
Canadian Heritage Information Network
15 Eddy Street, 4th Floor
Gatineau, Québec
K1A 0M5

Telephone: 819 934-5045
Facsimile: 819 994-9555
E-mail: kathleen.lemieux@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 Contractor 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:

Danielle Carrier
Virtual Museum of Canada Investment Programs Manager
Canadian Heritage Information Network
15 Eddy Street, 4th Floor
Gatineau, Québec
K1A 0M5

Telephone: 819 934-5034 or 1-800-520-2446
Facsimile: 819 994-9555
E-mail: 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 Contractor 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.

PART I - VMC EXHIBITION

The following terms and conditions apply specifically with reference to the creation and distribution of the virtual exhibition as defined below.

13. SCOPE OF WORK - THE INSTITUTION

13.1 The Institution agrees to perform the work as follows:

13.2 Develop a virtual exhibition entitled: NAME OF EXHIBIT, 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:

Provide CHIN with a digital copy (CD or DVD) of the product, in all languages, including the source files;
Ensure that the Product 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;
Produce the Product in English and French, and verify the translation;
Ensure that recognition of the Government of Canada's financial participation is provided;
Be responsible for responding to public feedback received through the Virtual Museum of Canada on the Product;
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 Product, and ensure that this obligation is extended to any other museum partner that receives financial benefit under the Agreement;
Add a link to the VMC in a predominant location on its Web site, and from the site map of its Web site;
Include, on every page of the Product, a special JavaScript file and noscript element as provided by CHIN in order to collect visitor statistics for the Product;
Catalogue the product 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 learning objects collections, shall be catalogued separately. Additional linguistic versions of the product may also be catalogued;
Provide CHIN with no fewer than five digital images from the product, (captured at a minimum of 300 dpi, as TIFF or JPEG files), as well as in “web ready” format consisting of 624 px wide by 280 px high at 72 dpi), along with the requested data for each image, in English and French, that may be used by CHIN to promote the Product and (or) the Virtual Museum of Canada. The Institution will not unreasonably deny CHIN's request for specific images;
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 Product or to the Virtual Museum of Canada, as required by Part I, section 13.3(d);
In addition to the digital images provided by the Institution to CHIN, provide two images of the homepage (one English, one French) of the final Product in TIFF format, along with data for each image, in English and French, that may be used by CHIN in their entirety or as a detail, to promote the Product and (or) the Virtual Museum of Canada;
Conduct quarterly verifications of all hyperlinks included in the Product and correct as required;
Ensure that any changes to the Product after the launch conform to the terms and conditions of this Agreement.

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

14.3 Shall provide the Institution with an electronic copy of the Virtual Museum of Canada logo for incorporation into the Product in accordance with the technical specifications contained in Annex II.

14.4 Shall grant free access of the Product to the public on the World Wide Web for a period of no less than five years from the date the Product was launched to the public;

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

14.6 Shall promote the Virtual Museum of Canada to the public and may promote the Product 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 Product access every month. If the Product will not be hosted on CHIN's server, CHIN will provide the Institution with the product-specific JavaScript file and noscript element code, 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:

reproduce, exhibit, adapt, communicate to the public by telecommunication the Product on the World Wide Web as part of the VMC and related products produced by CHIN;
authorize third parties, chosen by CHIN in their sole discretion, to make royalty-free, reproductions of the Product, or portions thereof, and communicate them by telecommunication on the World Wide Web by means of framing technologies, for the sole purpose of promoting the Product and the VMC, so long as the reproduction is linked to CHIN or VMC sites;
reproduce, adapt, exhibit, 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 Product, and the VMC.
for the duration of the term of the license from the Institution to CHIN specified above, CHIN hereby grants to the Institution a non-exclusive license and right to use, reproduce and communicate to the public by telecommunication, the Virtual Museum of Canada logo as part of the Product specified in Part I of this Agreement. CHIN retains all rights and interest in the Virtual Museum of Canada name, logo and trademark.
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.
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.
this license may be renewed on six months written notice by one party to the other prior to the expiration of the term of this license.

PART II - THE TEACHERS' CENTRE

The following terms and conditions apply specifically to the addition of content to The Teachers' Centre.

DEFINITIONS

"The term "Data" is hereby defined as object records, text, images, audio files, video files and any media in any format uploaded by the Institution to The Teachers' Centre.

16. SCOPE OF WORK - THE INSTITUTION

16.1 The Institution agrees to perform the work as follows:

16.2 Develop Data consisting of a collection of learning objects provisionally titled "NAME OF COLLECTION", as well as an associated lesson plan for public exhibition on the World Wide Web as part of The Teachers' Centre as described in Annex I.

16.3 The Data shall consist of a collection of learning objects as described in the institution's proposal attached as Annex I.

16.4 Use the Learning Object Input Tool, designed to guide the creation of the Data, and provided by CHIN.

16.5 Ensure that the Data respects the requirements as described in the Technical Specifications for the Development of VMC Products 1.0 as pertains to Learning Objects (Annex II), including test and evaluation of the Data.

16.6 Modify the Data based on evaluation by the Project Authority.

16.7 Ensure that the federal government's financial participation is recognized in the credits section of the Data.

16.8 Produce the Data in both official languages and conduct a quality assurance verification of the translation.

16.9 Conduct a quality assurance verification of the Data and ensure that all links and navigational elements are functional prior to its public release.

16.10 Provide CHIN with a minimum of two mutually agreed digital images (captured at a minimum of 300 dpi) from the Data as TIFF or JPEG files, along with the requested Data for each image, in English and French. One image will consist of the image that constitutes the homepage of the collection created through use of the Learning Object Input Tool. CHIN may use these images to promote the Data, the Virtual Museum of Canada, and (or), The Teachers' Centre and may feature them as electronic postcards in the electronic postcard section of the Virtual Museum of Canada.

16.11 Create an Artefacts Canada record with an associated image for each object from its collection for which an image is included in the Data. The Institution shall ensure that this obligation is extended to any other museum partner that receives financial benefit under the Agreement.

16.12 Be responsible for responding to feedback on the Data.

16.13 Changes to the Data after the launch must conform to the terms and conditions of this Agreement.

16.14 Ensure that any marketing text (e.g. press release) that makes reference to the Virtual Museum of Canada or The Teachers' Centre is sent to CHIN for review and approval prior to release.

16.15 Add a link to the VMC in a predominant location on its Web site, and from the site map of its Web site.

16.16 Conduct quarterly verifications of all hyperlinks included in the Data and correct as required.

17. SCOPE OF WORK: CHIN

17.1 CHIN shall maintain the Virtual Museum of Canada Web site and search facilities to assist the public to locate the Virtual Museum of Canada and The Teachers' Centre content.

17.2 CHIN shall promote the Virtual Museum of Canada and The Teachers' Centre to the public on behalf of all participating institutions and organizations and may promote the Data by featuring it on the Virtual Museum of Canada Web site or in other promotional materials.

17.3 CHIN shall provide the Institution with a User name and password to access the Learning Object Input Tool for Data development purposes.

17.4 On behalf of the Institution, CHIN shall make the Data freely available to the public on the World Wide Web for the duration of the agreement.

18. INTELLECTUAL PROPERTY - THE TEACHERS' CENTRE

18.1 In exchange for the consideration described below, the Institution hereby grants 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.

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

reproduce, exhibit, adapt, translate and communicate to the public by telecommunication the Data for the purpose of featuring it from time to time, on any of CHIN's web sites.
reproduce, exhibit, adapt, translate and communicate to the public by telecommunication the Data for the purposes of participating in studies and test bed projects with third parties chosen by CHIN in its sole discretion that relate to the research and development of technology, interoperability standards and digital rights management applications.
with the Institution's prior approval received upon reasonable notice, CHIN may license the reproduction and distribution of the Institution's data for a fee to third parties. Should the Institution approve the use of its Data as described herein, the parties may enter into a revenue sharing arrangement on mutually agreed upon terms and conditions.
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.
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.
this license may be renewed on six months written notice by one party to the other prior to the expiration of the term of this license.