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Legal text for SACC item

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 (2010-08-16) 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:
    1. a negative effect on the services or products to be provided under the Contract; or
    2. an increase in the amount payable under the Contract, without a commensurate benefit accruing to Canada as the customer.
  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 Canadian Radio-television and Telecommunications Commission 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 (2010-08-16) 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:
    1. the Contracting Authority or the Technical Authority;
    2. 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;
    3. 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;
    4. 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
    5. 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:
    1. written consent;
    2. oral confirmation verified by an independent third party;
    3. electronic confirmation through the use of a toll-free number;
    4. electronic confirmation through the Internet;
    5. oral consent, where an audio recording of the consent is retained by the carrier; or
    6. 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:
    1. 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.
    2. 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.
    3. In respect of the provision of emergency services, the Contractor is not liable:
      1. 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,
      2. 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
      3. 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.
    4. 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 the Canadian Radio-television and Telecommunications Commission

  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:
    1. the Tariff in the final form approved by the CRTC; and
    2. 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:
    1. its compliance with the mandatory requirements of the bid solicitation that resulted in the contract award;
    2. its score under the rated requirements of the bid solicitation, if any; or
    3. 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:
    1. 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
    2. 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 (2010-08-16) Telecommunications Warranties and Representations

  1. Canada acknowledges that non-forborne telecommunications services and products are required to be provided in accordance with the applicable tariffs approved by the CRTC. However, the Contractor warrants that:
    1. the Tariff consists of the only tariff(s) that apply to the provision of the services and products to be provided under the Contract;
    2. the Tariff does not contain any rate ranges and all prices listed in the Tariff are firm prices or, if the Tariff does include rate ranges, the Tariff includes a clause expressly stating that, despite the rate range in the Tariff, all prices under a contract are firm prices for the entire duration of the contract and cannot be changed without the written consent of the customer (meaning that the Contractor cannot change the prices charged under the Contract, even within the rate range established in the Tariff, without the Contracting Authority's consent in writing);
    3. the non-forborne 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;
    4. the Tariff is not inconsistent with any other provisions of the Contract; and
    5. 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.

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 the Canadian Radio-television and Telecommunications Commission-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 (2012-07-16) Termination for Convenience

  1. Despite the contract period and the provisions of the General Conditions concerning termination for convenience in whole or in part, 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.
  2. In addition to the amount payable under subsection 1, if Canada terminates the Contract in whole or in part for convenience in whole or in part as a result of any decision or recommendation of a tribunal or court that the Contract be cancelled, re-tendered or awarded to another supplier, Canada agrees to reimburse the Contractor for any reasonable costs incurred by the Contractor to perform the portion of the Work that has been terminated (if those costs are not otherwise recoverable in accordance with the Basis of Payment article of the Contract), provided that the Contractor demonstrates to Canada that these costs:
    1. were properly incurred to perform the portion of the Work that has been terminated and relate exclusively to the Contract;
    2. were incurred between the date the Contract was issued and the effective date of the termination for convenience or the effective date of any suspension of the Work, whichever is earlier; and
    3. conform to the Contract Cost Principles described in Standard Acquisition Clauses and Conditions Manual (SACC) clause 1031-2 (based on the version of that clause in effect at the time the Contract was awarded).
    The Contractor agrees that it will be entitled to no further compensation in connection with a termination for convenience in these circumstances, despite any Minimum Work Guarantee included in the Contract.
  3. If the Articles of Agreement include an article entitled "Minimum Work Guarantee", Canada agrees to honour the Minimum Work Guarantee despite a termination for convenience, except in the circumstances described in subsection 2.

4005 14 (2010-08-16) Deregulation of Services or Products

  1. If, during the contract period, the law no longer requires any of the services or products under 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 (or fewer 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 (2012-07-16) Termination for Convenience

  1. 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 in whole or in part 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.
  2. In addition to the amount payable under subsection 1, if Canada terminates the Contract in whole or in part for convenience as a result of any decision or recommendation of a tribunal or court that the Contract be cancelled, re-tendered or awarded to another supplier, Canada agrees to reimburse the Contractor for any reasonable costs incurred by the Contractor to perform the portion of the Work that has been terminated (if those costs are not otherwise recoverable in accordance with the Basis of Payment article of the Contract), provided that the Contractor demonstrates to Canada that these costs:
    1. were properly incurred to perform the portion of the Work that has been terminated and relate exclusively to the Contract;
    2. were incurred between the date the Contract was issued and the effective date of the termination for convenience or the effective date of any suspension of the Work, whichever is earlier; and
    3. conform to the Contract Cost Principles described in Standard Acquisition Clauses and Conditions Manual (SACC) clause 1031-2 (based on the version of that clause in effect at the time the Contract was awarded).
    The Contractor agrees that it will be entitled to no further compensation in connection with a termination for convenience in these circumstances, despite any Minimum Work Guarantee included in the Contract.
  3. If the Articles of Agreement include an article entitled "Minimum Work Guarantee", Canada agrees to honour the Minimum Work Guarantee despite a termination for convenience, except in the circumstances described in subsection 2.