Contract—Template

Notice to ProServices—Departmental Users

Departmental Users can use the following SAMPLE Contract as a starting point in preparing a contract, however editing of the document is necessary in order to reflect the requirements of each Federal Government Department. This SAMPLE Contract is to be used in conjunction with ProServices.

Sample Contract for ProServices

ProServices—Trading Partner Agreement

Note

This clause is mandatory in documents issued through ProServices.

The General Conditions Professional Services Medium Complexity, Supplemental General Conditions Professional Services Medium Complexity applicable to this requirement and Clauses of General application set-out in the Trading Partner Agreement shall form part of this contract.

Security Requirement

If the work involves a security classification, you must contact your Departmental Security Officer and incorporate the proper Security clause prior to issuing of this document. The Security clauses may be viewed by accessing the Standard Acquisition Clauses and Conditions manual Section 5F.

Priority of Documents

The documents listed below form part of and are incorporated into this Contract. If there is a discrepancy between the wording of one document and the wording of any other document, which appears on the list, the wording of the document, which first appears on the list shall prevail over the wording of any document which subsequently appears on the list:

  1. the Contract document including appendices
  2. the ProServices Trading Partner Agreement
  3. the General Conditions Professional Services Medium Complexity 2010B
  4. If applicable - Supplemental General Conditions Professional Services Medium Complexity:
    • 4002 - Software Development/Modification Services
    • 4003 - Licensed Software
    • 4004 - Maintenance and Support Services for Licensed Software
    • 4006 - Contractor to Own Intellectual Property Rights in Foreground Information
    • 4007 - Canada to Own Intellectual Property Rights in Foreground Information
  5. Clauses of General application
  6. the Supplier's dated proposal

Requirement/Statement of Work

The Contractor shall perform the Work in accordance with the Statement of Work attached hereto as Appendix "A", and forming part of this document.

Period of Work

The work is to be performed during the period of *(specify the period)*.

Authorities

Contracting Authority

  • *(Name)*
  • *(Address)*
  • *(Telephone Number)*
  • *(Facsimile Number)*
  • *(E-mail)*

The Contracting Authority is responsible for the management of this Contract. Any changes to the Contract must be authorized in writing by the Contracting Authority. The Contractor is not to perform work in excess of or outside the scope of this Contract based on verbal or written requests or instructions from any government personnel other than the aforementioned officer.

Project Authority

  • *(Name)*
  • *(Address)*
  • *(Telephone Number)*
  • *(Facsimile Number)*
  • *(E-mail)*

The Project Authority is responsible for all matters concerning the technical content of the Work under this contract. Any proposed changes to the scope of work are to be discussed with the Project Authority, but any resulting change can only be confirmed by a contract amendment issued by the Contracting Authority.

Basis of Payment

Note

You MUST select ONE - either A, B or C.

A) The Contractor shall be paid a firm all inclusive per diem rate of *(specify the rate)*, for the services provided in accordance to the Statement of Work contained herein, Goods and Services Tax (GST)/Harmonized Sales Tax (HST) extra.

OR

B) The Contractor shall be paid a firm all inclusive per diem rate of *(specify the rate)*, on an as and when requested basis, for the services provided in accordance to the Statement of Work contained herein, GST/HST extra.

OR

C) In consideration of the Contractor satisfactorily completing all of its obligations under this contract, the Contractor shall be paid the firm lot price of $_________, GST/HST extra.

Goods and Services Tax or Harmonized Sales Tax, estimated at $_________, is extra to the "Total Estimated Price" shown herein.

All deliverables are Free on board (FOB) Destination, and Canadian Customs Duty included, where applicable.

Travel and Living Expenses

The Contractors will be paid for authorized reasonable and proper travel and living expenses incurred in the performance of the work, without any allowance therein for overhead or profit, and these costs which will be reimbursed in accordance with the Treasury Board Travel Directive.

Estimated Cost:

All payments are subject to Government Audit.

All travel must have prior authorization of the ___________ (Insert name of relevant authority).

Method of Payment

  1. Payment by Canada 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 Contractor 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
  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 1 of the clause to apply for the sole purpose of calculating interest on overdue accounts.
    Payment will be made for services rendered, provided that:
    1. invoices are submitted in accordance with the invoicing instructions contained herein
    2. all direct expenses, travel and living expenses, etc. are supported by invoices, receipts, vouchers
    3. time sheets are provided to support the time being claimed

Invoicing Instructions

  1. Payment will only be made on receipt of a satisfactory invoice duly supported by specified release documents and other documents called for under the Contract
  2. Invoices must be submitted on the Contractor's own invoice form and must be prepared to show:
    1. the date
    2. name and address of the CONSIGNEE
    3. item/reference number, deliverable and/or description of work
    4. contract serial number and financial codes
    5. the amount invoiced (exclusive of the Goods and Services Tax [GST] or Harmonized Sales Tax [HST] as appropriate) and the amount of GST or HST, as appropriate, shown separately
    6. Client Reference Number (CRN)
    7. Procurement Business Number (PBN)

Limitation of Expenditure—Firm Price

No increase in the total liability of Canada or in the price of work resulting from any design changes, modifications or interpretations of specifications, made by the Contractor, will be authorized or paid to the Contractor unless such changes, modifications or interpretations, have been approved, in writing, by the Contracting Authority, prior to their incorporation into the Work. The Contractor shall not be obliged to perform any work or provide any service that would cause the total liability of Canada to be exceeded, unless an increase is authorized by the Contracting Authority.

Supplemental General Conditions Professional Services Medium Complexity

Note to Departmental Users

*You must identify which of the supplemental general conditions professional services medium complexity applies to this requirement. Remove the conditions that do not apply.*

The following Supplemental General Conditions Professional Services Medium Complexity shall apply to this contract:

  • 4002 - Software Development/Modification Services
  • 4003 - Licensed Software
  • 4004 - Maintenance and Support Services for Licensed Software
  • 4006 - Contractor to Own Intellectual Property Rights in Foreground Information
  • 4007 - Canada to Own Intellectual Property Rights in Foreground Information

Inspection

The Technical/Project Authority shall be the Inspection Authority. All reports, deliverables, documents, goods and all services rendered under this Contract shall be subject to inspection by the Inspection Authority or its designated representative. Should any report, document, good or service not be in accordance with the requirements of the Statement of Work and to the satisfaction of the Inspection Authority, as submitted, the Inspection Authority shall have the right to reject it or require its correction at the sole expense of the Contractor before recommending payment. Any communication with a Contractor regarding the quality of Work performed pursuant to this Contract shall be undertaken by official correspondence through the Contracting Authority.

Deliverables

All deliverable items should be listed, including the required format and the delivery date. Required meetings, status reports, data or documents to be provided and the time frame that applies to them, should be identified, if applicable. The identification of format and deadlines will facilitate inspection at a later date as to whether the Contractor met the requirements within the predetermined time estimate.

Replacement of Personnel

Note

*(Use the following clause in contractual documents ONLY when specific personnel who will be doing the work will be named in the contract. The Departmental User shall complete the fill-in.)*

  1. When specific persons have been named in the Contract as the persons who must perform the Work, the Contractor shall provide the services of the persons so named unless the Contractor is unable to do so for reasons beyond its control
  2. If at any time the Contractor is unable to provide the services of any specific person named in the Contract, it shall provide a replacement person with similar qualifications and experience. The Contractor shall, within *(specify the number of calendar days)*, give notice to the Minister of:
    1. the reason for the removal of the named person from the Work
    2. the name, qualifications and experience of the proposed replacement person; and
    3. proof that the person has the required security clearance granted by Canada, if applicable
  3. The Minister may order the removal from the Work of any such replacement person and the Contractor shall immediately remove the person from the Work and shall, in accordance with subsection (2), secure a further replacement
  4. The fact that the Minister does not order the removal of a replacement person from the Work shall not relieve the Contractor from its responsibility to meet the requirements of the Contract
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