- This Agreement is forwarded to the person (hereinafter called the “ Contractor”)
whose agreement to perform on a contractual basis the Work specified on the
original document and the copies hereof (hereinafter called the “Work”)
is requested by the Canadian Museum of Civilization Corporation (hereinafter
called the “CMCC”) representing Her Majesty the Queen in right of
Canada (hereinafter called “Her Majesty”).
- The Contractor shall indicate his/her agreement to perform the Work, in
accordance with all of the terms and conditions herein contained, upon signature
and delivering 3 copies of this Agreement to the Issuing Office within two days
of the date it is received by the Contractor. CMCC reserves the right to cancel
the Agreement in the event of failure by the Contractor to fulfill this obligation.
If the Contractor does not wish to perform the Work, he/she should so advise
in writing and return to CMCC without delay the Agreement and all documents
and other materials pertaining to the Work that have been forwarded to him/her.
- Any Work offered and accepted by the Contractor shall be subject to inspection
by CMCC and shall be performed by the Contractor to the satisfaction of CMCC
and within the time limited therefore by CMCC.
- In the event that any Work is, in the opinion of CMCC, inadequately performed
or unduly delayed due to the fault of the Contractor, CMCC, at its discretion,
may:
- return the Work to the Contractor for correction and the Contractor shall
forthwith correct the Work at his/her own expense and return it to CMCC within
the time limited therefore by CMCC, or
- terminate this Agreement and determine the amount that, in CMCC’s
opinion, is the value to CMCC of the Work that has been submitted by the Contractor,
and CMCC shall pay to the Contractor and the Contractor shall accept as full
payment the amount so determined by CMCC.
- Subject to article 4, CMCC shall pay the Contractor, after completion of
the Work by the Contractor, the remuneration stated in this agreement and agreed
to by the Contractor in accordance with article 3 provided that the INVOICE
has been submitted to CMCC.
- CMCC may terminate this Agreement, at any time and for any reason, and
notify the Contractor that the Contractor shall cease performance of any Work
that has been offered to him/her by CMCC, and the Contractor shall forthwith
upon notification cease performance of the Work and transmit to CMCC all completed
Work and Work-in-progress in that connection, together with all research material,
reports, and any other documentation relating thereof and CMCC shall pay to
the Contractor the value of the Work in the opinion of CMCC performed to the
date of notification.
- The Contractor shall treat as confidential, during as well as after the
performance of any Work under this Agreement any information of confidential
character relating to the affairs of CMCC or Her Majesty to which he/she becomes
privy as a result of his/her acting as a Contractor.
- All research material, reports, papers, and other documentation forming
part of or produced in the performance of the Agreement and all copyrights thereof
are the property of CMCC and neither the Contractor nor his/her servants or
agents shall divulge, release or publish any such research, material, reports,
papers, or other documentation, or any part thereof without first having obtained
written permission from CMCC.
- CMCC shall not be liable for injury, loss or damage (including death) to
the Contractor, its employees or agents or for loss of or damage to the property
of the Contractor its employees and agents in any manner based upon, occasioned
by or in any way attributable to the services of the Contractor, its employees
and agents under this Agreement unless such injury, loss or damage is caused
by the negligence of an officer or servant of CMCC while acting within scope
of his/her employment.
- The Contractor shall not assign or sublet this Agreement or any part thereof
without the written permission of CMCC.
- When anything is required to be done or may be done by CMCC under this
Agreement, it may be done by anyone duly authorized by CMCC to act on its behalf.
- No Member of the House of Commons shall be admitted to any share or part
of this Agreement or to any benefit arising therefrom.
- The Contractor may be provided with an office space equipped with such
furniture, together with such staff and other services as may be necessary for
the carrying out of the Work under this Agreement.
- Where there is a conflict, the provisions specified in the Agreement as “Scope
of Work” shall prevail over the provision of these conditions.
- It is a term of any CMCC Agreement that no individual, for whom the post-employment
provisions of the Conflict of Interest and Post-Employment Code for the Public
Office Holders or the Conflict of Interest and Post-Employment Code for the
Public Service apply, shall derive a direct benefit from this Agreement unless
that individual is in compliance with the applicable post-employment provisions;
and that during the term of any type of this Agreement any persons engaged in
the course of carrying out such Agreement shall conduct themselves in compliance
with the principles in the Conflict of Interest and Post-employment Code for
the Public Office Holders, (which are the same as those in the Conflict of Interest
and Post-Employment Code for the Public Service. Should an interest be acquired
during the life of any CMCC Agreement that would cause a conflict of interest
or seem to cause a departure from the principles, the Contractor shall declare
it immediately to the Contract Authority.
- This Contractor is engaged under this Agreement as an independent contractor.
Neither the Contractor nor any of his/her personnel is engaged as an employee,
servant or agent of CMCC. The Contractor further agrees to be solely responsible
for any and all payments and/or deductions required to be made with respect
to unemployment insurance, Worker’s Compensation, income tax or such other
payments or deductions.
- Time shall be of the essence of this Agreement. Notice in writing of any
occurrence causing or likely to cause delay shall be given promptly to CMCC
by the Contractor. If by reason of force majeure or other cause beyond the reasonable
control of the Contractor, any of the Work has been or is likely to be delayed,
CMCC may, at its sole discretion, extend the time for completing the Work so
delayed.
- The Contractor shall, at his/her own expense, procure and maintain in force
for the duration of this Agreement
(i) Commercial General Liability insurance, with a minimum limit of two
million dollars ($ 2,000,000.00) in Canadian funds including coverage for personal
injury, bodily injury (including death) and property damage for any one occurrence
or series of occurrences arising from one cause, no aggregate, and with a maximum
deductible of two thousand five hundred dollars ($2,500.00) in Canadian funds.
The policy shall provide coverage for, but not be limited to, all premises and
operations of the Contractor, non-owned automobile, contractual liability and
liability specifically assumed under this Agreement. CMCC shall be added to
the policy as an additional insured and the policy shall contain a cross-liability
clause. The coverage afforded to CMCC as an additional insured shall include,
but not be limited to, negligence on the part of CMCC arising out of this Agreement.
(ii) All Risk Property insurance of sufficient limit to cover all property
of CMCC entrusted to the Contractor.
(iii) Worker’s Compensation or Workplace insurance as required by
statute in any Province or Territory where any employee of the Contractor or
any Subcontractor may be domiciled or, if applicable, where the site of the
Work is located.
The Contractor shall deliver to CMCC, at the time of the signing of this
Agreement, a certificate or certificates of insurance as evidence that the required
coverages are in effect and that CMCC shall be given sixty days’ prior
written notice of cancellation or expiry of, or material change to, such coverage.
The foregoing insurance provision shall not limit the insurance required
by municipal, provincial, and federal law. The insurance coverages shall be
underwritten by an insurer that is licensed in the provinces in which the Contractor
is conducting business under this Agreement. It shall be the sole responsibility
of the Contractor to determine what additional insurance coverages, if any,
are necessary and advisable for his/her own protection or to fulfill his/her
obligation under this Agreement. Any such additional insurance shall be provided
and maintained by the Contractor at his/her own expense.
- A security clearance must be processed before gaining access to the Corporation’s
buildings; The Contractor shall submit to CMCC, before commencement of the Work,
the names of all persons who will be present at the place of Work, whether inside
or outside the area of Work and who are involved with the Work, whether they
are employees of the Contractor or Subcontractors. The Contractor and all Subcontractors
shall agree to submit, if required to do so by CMCC, the following security
screening forms in a duly completed manner, for themselves and for any other
persons who will be assigned to Work on their behalf on this project, before
commencing the Work: Declaration Regarding Criminal Convictions, Consent to
Disclosure of Personal Information parts (1) Reliability, (2) Criminal record,
(3) Credit and (4) any other security clearance form reasonably required by
CMCC. The Contractor agrees to only allow favourably screened personnel on the
Work site as determined by CMCC.
- The Contractor shall at all times indemnify and hold harmless CMCC, its
directors, officers, employees and others for whom it may be responsible in
law, from and against all losses, claims, including claims made by the Contractor’s
personnel under Worker’s Compensation or Workplace insurance legislation,
demands, awards, judgments, actions and proceedings by whomsoever made, brought
or prosecuted in respect of loss of, damage to or destruction of property (including
loss or damage sustained by the Contractor) or personal injury including death,
and from and against any and all loss of, damage to or destruction of property,
expenses and costs (including any consequential or economic loss, and legal
fees and disbursements on a solicitor-client basis) suffered or incurred by
CMCC arising out of or in any way connected with this Agreement, whether or
not caused by the Contractor’s negligence, except to the extent to which
such loss or damage has arisen solely out of CMCC’s negligence. The Contractor
shall also indemnify and hold harmless CMCC with regard to any action or claim
for infringement or alleged infringement by the Contractor of any patent of
invention, industrial design or trademark, including infringement arising out
of specifications furnished by CMCC.
- Unless otherwise provided in the Agreement and notwithstanding prior inspection
and acceptance of any Work by CMCC and without restricting any other terms of
the Agreement or any condition, warranty or provision implied or imposed by
law, the Contractor warrants that for a period of twelve (12) months from the
date of completion of the Work, the Work shall be free from all defects in material
and Workmanship and conform with the requirements of any Agreement.
- CMCC may at any time or from time to time order the suspension of Work
in whole or in part, as described in the Agreement, and make modifications of,
and changes in or additions to, the specifications, changes in methods of delivery
or packaging, and changes in the date or location of delivery. All directions
given by CMCC with respect to the foregoing shall be complied with by the Contractor.
If any such suspension, modification, change or addition of the Work shall result
in a monetary increase or decrease of the cost of the Work, the Agreement price
shall be amended and adjusted accordingly, provided that the Contractor shall
in no event be entitled to compensation for any loss of anticipated profits
and provided further that minor increases or decreases in cost shall be disregarded.
- CMCC’s Project Authority shall indicate acceptable access routes
for installation personnel, materials, equipment and removal of waste. Contractor
shall restrict its access to those prescribed routes. Unescorted access will
not be permitted under any circumstances through the public areas of the building,
nor through the occupied, non-public portions of the building. The Contractor
shall provide access to authorized visitors to site, and shall supply to those
visitors the required protective safety equipment. The Contractor shall provide
and maintain controls necessary to preserve continuous security of the site
against intrusion, loss or damage.
- Smoking is strictly prohibited within CMCC’s buildings.
- When applicable, The CONTRACTOR agrees to permit the MUSEUM to photograph,
televise, or reproduce in any media the works of art created at the event related
to this Agreement for archival, catalogue, educational and publicity purposes
including posting information and images on the Museum's Web site.
- The Project Authority’s powers and responsibilities shall be as follows:
- the Project Authority manages the Work and is accountable for its complete
lifecycle;
- the Project Authority is responsible for all queries related to the Work;
- when required, the Project Authority recommends, with proper justifications,
the granting of extensions and/or amendments to the Contract;
- the Project Authority certifies the Contractor’s invoices that work
has been completed according to contract;
- the Project Authority authorizes the project closure;
- the Project Authority produces and communicates Contractors’ performance
data.
- The Contracting Authority’s powers and responsibilities shall be
as follows:
- the Contracting Authority is responsible for all queries related to the
terms of the Contract and for its amendments;
- the Contracting Authority has the sole power to authorize any changes to
the Contract;
- the Contracting Authority has the sole power to contractually bind the
corporation;
- the Contracting Authority is responsible for dispute resolution arising
out of the Contract.