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ARCHIVED Telecommunications Services and Products

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Legal text for SACC item

Public Works and Government Services Canada

Part I - Conditions Common to all Telecommunications Services and Products
01     Interpretation
02     Termination Rights Associated with Breach of Telecommunications 
       Warranties and Representations
03     Contractor to Advise of all Proceedings that may Affect the Contract
04     Contractor to Advise of all Relevant CRTC Rulings
05     Information on Canada
06     Price Protection
07     Limitation of Liability for Mandatory 9-1-1 Emergency Service for 
       Wireless Telecommunications Services

Part II - Additional Conditions: Tariffed Services and Products
08     Status of Contract Pending Final Approval from CRTC
09     Telecommunications Warranties and Representations
10     Contractor not to File Amendments to Tariff without Consent
11     Effect of CRTC-Mandated Amendments to the Tariff
12     Limitation of Liability for Tariffed Telecommunications Services and 
Products
13     Termination for Convenience
14     Deregulation of Services or Products

Part III - Additional Conditions: Non-tariffed Services and Products
15     Telecommunications Warranties and Representations 
16     Termination for Convenience


Part I - Conditions Common to all Telecommunications Services and Products

4005   01     (2008-05-12)  Interpretation

1.     In the Contract, unless the context otherwise requires,

       "CRTC" means the Canadian Radio-television and Telecommunications 
       Commission;

       "General Conditions" means the general conditions that form part of 
       the Contract; and

       "Tariff" means the tariff or tariffs approved by the CRTC that are 
       identified in the Articles of Agreement, if any;

2.     Words and expressions defined in the General Conditions and used in 
       these supplemental general conditions have the meanings assigned to 
       them in the General Conditions.

3.     If there is any inconsistency between the General Conditions and 
       these supplemental general conditions, the applicable provisions of 
       these supplemental general conditions prevail.

4.     Part I of these supplemental general conditions applies to the 
       purchase of all telecommunications services and products.

5.     Part II of these supplemental general conditions applies if a tariff 
       approved by the CRTC that applies to the provision of any of the 
       telecommunications services or products in the Contract has been 
       specifically identified in the Articles of Agreement. If Part II 
       applies, Part III does not.

6.     Part III of these supplemental general conditions applies if no 
       tariff has been specifically identified in the Articles of Agreement. 
       If Part III applies, Part II does not.

4005   02     (2008-05-12)  Termination Rights Associated with Breach of 
                            Telecommunications Warranties and 
                            Representations

1.     Despite any other provision of the Contract (including the Tariff, 
       if applicable, and the priority of documents clause in the Articles 
       of Agreement), if, during the contract period, Canada learns that 
       the Contractor's representations and warranties set out in section 
       09 or 15, as applicable, were or are untrue, the Contractor will be 
       in default of the Contract and Canada will be entitled to terminate 
       the Contract on thirty (30) calendar days' notice without any 
       penalty (regardless of whether Canada has satisfied any minimum work 
       guarantees in the Contract).  The Contractor must pay to Canada its 
       reasonable reprocurement costs resulting from the termination. 
       However, Canada agrees that it will only exercise this right of 
       termination if the Contracting Authority determines that the 
       Contractor's breach of its warranties and representations has 
       resulted in:

       (a)    a negative effect on the services or products to be provided 
              under the Contract; or 

       (b)    an increase in the amount payable under the Contract, without 
              a commensurate benefit accruing to Canada.

2.     Nothing in this section must be interpreted as limiting the rights 
       and remedies that Canada is otherwise entitled to under the Contract 
       or the law.

4005   03     (2008-05-12)  Contractor to Advise of all Proceedings that 
May Affect the Contract

Within five (5) working days of becoming aware of any application to or 
proceeding before the CRTC that may have an effect on the Contract, the 
Contractor must advise the Contracting Authority of the nature of the 
proceeding and how its outcome might affect the Contract.

4005   04     (2008-05-12)  Contractor to Advise of all Relevant CRTC 
Rulings

1.     The Contractor must advise the Contracting Authority of any rulings 
       made by the CRTC that could have an effect on the Contract, by 
       identifying the specific ruling and the way it might affect the 
       Contract. The Contractor must provide this information within a 
       reasonable time following the ruling, not to exceed three (3) months 
       or, if the Contracting Authority has requested information about a 
       specific ruling, within thirty (30) calendar days of that request.

2.     If a ruling by the CRTC results in an interpretation of the Tariff 
       that is inconsistent with the other provisions of the Contract (or a 
       ruling that additional tariffs apply to the Contract), the 
       Contractor will be in breach of the warranties and representations 
       set out in section 09 or 15, as applicable.

4005   05     (2008-05-12)  Information on Canada

1.     In relation to all telecommunications services and products provided 
       by the Contractor under the Contract, unless Canada provides express 
       consent or disclosure is pursuant to a legal power, all information 
       kept by the Contractor regarding Canada or its users, other than the 
       name, address and listed telephone number, is confidential and may 
       not be disclosed by the Contractor to anyone other than:

       (a)    the Contracting Authority; 

       (b)    a person who, in the reasonable judgment of the Contractor, 
              is seeking the information as an agent of Canada; however, 
              the Contractor acknowledges that only the Contracting 
              Authority may designate an individual as an agent of Canada 
              and will do so in writing;

       (c)    another telephone company, provided the information is 
              required for the efficient and cost-effective provision of 
              telephone service and disclosure is made on a confidential 
              basis with the information to be used only for that purpose; 

       (d)    a company involved in supplying Canada with telephone or 
              telephone directory related services, provided the 
              information is required for that purpose and disclosure is 
              made on a confidential basis with the information to be used 
              only for that purpose; or

       (e)    an agent retained by the Contractor to evaluate Canada's 
              creditworthiness or collect Canada's account, provided the 
              information is required for and is to be used only for that 
              purpose.

2.     Express consent may be taken to be given by Canada only where the 
       Contracting Authority or a person designated in writing by the 
       Contracting Authority provides:

       (a)    written consent; 

       (b)    oral confirmation verified by an independent third party;

       (c)    electronic confirmation through the use of a toll-free number;

       (d)    electronic confirmation through the Internet; 

       (e)    oral consent, where an audio recording of the consent is 
              retained by the carrier; or

       (f)    consent through other methods, as long as an objective 
              documented record of customer consent is created by Canada or 
              by an independent third party.

3.     The Contractor acknowledges that the security requirements of the 
       Contract also apply to all Canada's information.

4005   06     (2008-05-12)  Price Protection

1.     The Contractor warrants that the rates being charged under the 
       Contract are just and reasonable, as required by section 27 of the 
       Telecommunications Act, S.C. 1993, c. 38. The Contractor also 
       represents and warrants that the prices are at least as low as those 
       charged by the Contractor to other customers for similar services 
       under similar contract conditions.

2.     On request by the Contracting Authority, within ten (10) working 
       days, the Contractor must provide a certification signed by its 
       chief financial officer confirming that the prices charged under the 
       Contract are at least as low as those charged by the Contractor to 
       other customers for similar services under similar contract 
       conditions.

4005   07     (2008-05-12)  Limitation of Liability for Mandatory 9-1-1 
                            Emergency Service for Wireless 
                            Telecommunications Services

1.     Despite any other provision of the Contract concerning liability, 
       the Contractor's liability with respect to the provision of 9-1-1 
       emergency services for wireless telecommunications (if those 
       services are provided under the Contract) will be determined as 
       follows:

       (a)    The Contractor's liability is not limited by paragraphs (b) 
              through (d) below, in cases of deliberate fault, gross 
              negligence or anti-competitive conduct on the part of the 
              Contractor or in cases of breach of contract where the breach 
              results from gross negligence of the Contractor.

       (b)    Except in cases where negligence on the part of the 
              Contractor results in physical injury, death or damage to 
              Canada's property or premises, the Contractor's liability for 
              negligence related to the provision of emergency services is 
              limited to the greater of $20 and three times the amount 
              Canada would otherwise be entitled to receive as a refund for 
              the provision of defective service under the Contract.

       (c)    In respect of the provision of emergency services, the 
              Contractor is not liable:

              (i)    for libel, slander, defamation or the infringement of 
                     copyright arising from material or messages 
                     transmitted over the Contractor's telecommunications 
                     network from Canada's property or premises or recorded 
                     by Canada's equipment or the Contractor's equipment,

              (ii)   for damages arising out of the act, default, neglect 
                     or omission of Canada in the use or operation of 
                     equipment provided by the Contractor, or

              (iii)  for damages arising out of the transmission of 
                     material or messages over the Contractor's 
                     telecommunications network on behalf of Canada, which 
                     is in any way unlawful.

       (d)    When facilities of other companies or telecommunications 
              systems are used in establishing connections to or from 
              customer-controlled facilities and equipment, the Contractor 
              is not liable for any act, omission or negligence of the 
              other companies or telecommunications systems in relation to 
              the provision of emergency services on a mandatory (i.e., as 
              mandated by the CRTC) basis to Canada.

2.     Any other provisions of the Contract concerning liability continue 
       to apply to all services or products other than 9-1-1 emergency 
       services for wireless telecommunications.


Part II - Additional Conditions: Tariffed Services and Products

4005   08     (2008-05-12)  Status of Contract Pending Final Approval From 
CRTC

1.     If the Contract has been awarded to the Contractor on the basis of 
       an interim tariff approval from the CRTC, the Contractor must not 
       start the Work before receiving final tariff approval from the CRTC. 
       When it receives final approval, the Contractor must submit the 
       following to the Contracting Authority:

       (a)    the Tariff in the final form approved by the CRTC; and

       (b)    a list of any revisions made to the version of the Draft 
              Tariff originally submitted with the Contractor's bid and an 
              explanation of how these revisions affect the Contract.

2.     Canada will review the Contractor's submission and will determine 
       whether the revisions to the original form of Draft Tariff submitted 
       with the Contractor's bid affect:

       (a)    its compliance with the mandatory requirements of the bid 
              solicitation that resulted in the contract award;

       (b)    its score under the rated requirements of the bid 
              solicitation, if any; or

       (c)    its ranking compared to other bidders in accordance with the 
              evaluation process described in the bid solicitation.

3.     If Canada determines that the Contractor remains compliant to the 
       requirements of the bid solicitation and that its ranking compared 
       to other bidders has been unaffected by the revisions to the Draft 
       Tariff, Canada will advise the Contractor to proceed with the Work.

4.     If Canada determines that, as a result of the revisions to the Draft 
       Tariff, the Contractor is either no longer compliant or would no 
       longer have been the top-ranked bidder under the evaluation process 
       described in the bid solicitation, Canada may terminate the Contract 
       for default, without any cost or penalty to Canada, and proceed to 
       consider the next-ranked bid for contract award under the provisions 
       of the bid solicitation.

5.     Unless the Contractor receives approval sooner, Canada will allow no 
       less than the following time period following the date of the 
       Contract for the Contractor to obtain final approval of the Draft 
       Tariff:

       (a)    if the CRTC granted the interim approval on the basis of an 
              ex parte application, no fewer than seventy (70) working days 
              following the date of the Contract; or

       (b)    if the CRTC granted the interim approval on the basis of a 
              public process, no fewer than fifty-five (55) working days 
              following the date of the Contract.

       If the Contractor fails to obtain final approval of the Draft Tariff 
       from the CRTC in this time period, Canada will be entitled to 
       terminate the Contract for default, without cost or penalty, and 
       proceed to consider the next-ranked bid for contract award.

4005   09     (2008-05-12)  Telecommunications Warranties and 
Representations

1.     Canada acknowledges that non-forborne telecommunications services 
       and products, and bundled services that include non-forborne 
       telecommunications services or products, are required to be provided 
       in accordance with the applicable tariffs approved by the CRTC. 
       However, the Contractor warrants that:

       (a)    the Tariff consists of the only tariff(s) that apply to the 
              provision of the services and products to be provided under 
              the Contract;

       (b)    the Tariff does not contain any rate ranges and all prices 
              listed in the Tariff are firm prices;

       (c)    the services and products to be provided under the Contract 
              and the rates at which those services and products will be 
              provided are in accordance with the Tariff;

       (d)    the Tariff is not inconsistent with any other provisions of 
              the Contract; 

       (e)    the conditions respecting the provision of non-tariffed 
              services and products under the Contract are in no way 
              dependent on Canada subscribing to any tariffed or tariffable 
              services and products, and the non-tariffed services and 
              products are available on a stand-alone basis at the price 
              set out in the basis of payment provision of the Contract for 
              those services;

       (f)    the charges for, and availability of, the telecommunications 
              services and products provided under the Contract are in no 
              way contingent on Canada subscribing for the provision of any 
              tariffed or tariffable telecommunications service or product 
              from the Contractor or any of its affiliates, unless the 
              arrangement is conditional on tariff approval; and

       (g)    the Contractor has sought and obtained all necessary 
              approvals from the CRTC to ensure that the Contract 
              represents the entire agreement between the Contractor and 
              Canada.

2.     The Contractor acknowledges that Canada has relied on these 
       warranties and representations in awarding the Contract to the 
       Contractor.

4005   10     (2008-05-12)  Contractor not to File Amendments to Tariff 
without Consent

If the Contract was awarded as a result of a competitive process, the 
Contractor agrees that it will not, on its own initiative, seek any 
amendment to any tariff (including any general tariff, special facilities 
tariff or customer-specific tariff) that forms part of the Tariff without 
the Contracting Authority's prior written consent. If the Contractor makes 
an amendment that results in the Tariff no longer being consistent with the 
other provisions of the Contract, the Contractor will be in breach of the 
warranties and representations set out in section 09 or 15, as applicable.

4005   11     (2008-05-12)  Effect of CRTC-Mandated Amendments to the 
Tariff

If the CRTC, on its own initiative, directs the Contractor to amend the 
Tariff, the Contractor will not be considered to be in breach of the 
warranties and representations set out in the section of this Part entitled 
"Telecommunications Warranties and Representations". However, 
interpretations by the CRTC of the Tariff will not be considered to be 
CRTC-initiated amendments to the Tariff unless the CRTC specifically orders 
that the Tariff be amended as a result of its order. An order by the CRTC 
that the conditions of the Contract be amended to conform to the Tariff 
(without amending the Tariff itself) is not considered to be a 
CRTC-initiated amendment to the Tariff and will constitute a breach of the 
warranties and representations set out in section 09 or 15, as applicable.

4005   12     (2008-05-12)  Limitation of Liability for Tariffed 
                            Telecommunications Services and Products

Despite any other provision of the Contract, any limitation of liability 
set out in the Tariff applies to the services or products subject to the 
Tariff. Any other provisions of the Contract concerning limitation of 
liability continue to apply to all other services or products to which the 
Tariff does not expressly apply.

4005   13     (2008-05-12)  Termination for Convenience

Despite the contract period and the provisions of the General Conditions 
concerning termination for convenience, Canada has the right to terminate 
the Contract for convenience with thirty (30) calendar days' written notice, 
at no cost to Canada. If Canada terminates for convenience, Canada will be 
responsible only to pay for the services or products delivered and accepted 
up to the date of termination. However, Canada acknowledges that, if it 
exercises its right to terminate for convenience in respect of 
telecommunications services or products subject to the Tariff, where the 
price for that specific service or product is associated with a minimum 
term for the service, any termination charges specified in the Tariff will 
apply.

4005   14     (2008-05-12)  Deregulation of Services or Products

1.     If, during the contract period, the law no longer requires any of 
       the services or products under in the Contract to be provided in 
       accordance with the Tariff, at Canada's option, the conditions of 
       the former Tariff will immediately cease to apply to the Contract 
       and the Contract will be interpreted accordingly.

2.     If the Contractor continues to be required by law to provide the 
       services or products in accordance with the Tariff in only some 
       locations, Canada may choose to have the conditions of the Tariff 
       apply only to those locations.

3.     At the time the conditions of the former Tariff cease to apply to 
       any services or products, the Contractor agrees, throughout the 
       remainder of the contract period, to lower its prices to the lowest 
       price it charges to any other customer receiving similar quality and 
       quantity of services or products.

Part III - Additional Conditions: Non-tariffed Services and Products

4005   15     (2008-05-12)  Telecommunications Warranties and 
Representations

The Contractor warrants that the provision of each of the services and 
products to be provided by the Contractor under the Contract is either 
non-regulated or forborne and, as a result, no tariffs apply to the 
Contract. The Contractor also warrants and represents that it has sought 
and obtained all necessary approvals from the CRTC to ensure that the 
Contract represents the entire agreement between the Contractor and Canada. 
The Contractor acknowledges that Canada has relied on these warranties and 
representations in awarding the Contract to the Contractor.

4005   16     (2008-05-12)  Termination for Convenience

Despite the contract period and the provisions of the General Conditions 
concerning termination for convenience, Canada has the right to terminate 
the Contract for convenience with thirty (30) calendar days' written notice, 
at no cost to Canada. In the event of termination, Canada will be 
responsible only to pay for the services or products delivered and accepted 
up to the date of termination.