GENERAL SERVICE AGREEMENT

For Administrative Purposes Only

Ministry Contract No.: ____________________ Requisition No.: __________________________ Solicitation No.(if applicable): _____________ Commodity Code: ________________________ Contractor Information Supplier Name: __________________________ Supplier No.: __________________________ Telephone No.: __________________________ E-mail Address: __________________________ Website: ________________________________

Financial Information Client: Responsibility Centre: Service Line: STOB: Project: ____________ ____________ ____________ ____________ ____________

Template version: October 21, 2010

TABLE OF CONTENTS __________________________________________________________________________________________ No. 1. Heading Page

Definitions ..............................................................................................................................................1 1.1 General ................................................................................................................................1 1.2 Meaning of record .........................................................................................................1 Services ....................................................................................................................................................1 2.1 Provision of services..........................................................................................................2 2.2 Term ....................................................................................................................................2 2.3 Supply of various items ....................................................................................................2 2.4 Standard of care .................................................................................................................2 2.5 Standards in relation to persons performing Services ..................................................2 2.6 Instructions by Province ...................................................................................................2 2.7 Confirmation of non-written instructions ......................................................................2 2.8 Effectiveness of non-written instructions .......................................................................2 2.9 Applicable laws..................................................................................................................2 Payment ...................................................................................................................................................2 3.1 Fees and expenses ..............................................................................................................2 3.2 Statements of accounts ......................................................................................................3 3.3 Withholding of amounts ...................................................................................................3 3.4 Appropriation ....................................................................................................................3 3.5 Currency .............................................................................................................................3 3.6 Non-resident income tax ..................................................................................................3 3.7 Prohibition against committing money ..........................................................................3 3.8 Refunds of taxes .................................................................................................................3 Representations and Warranties .........................................................................................................4 Privacy, Security and Confidentiality................................................................................................4 5.1 Privacy ................................................................................................................................4 5.2 Security ...............................................................................................................................4 5.3 Confidentiality ...................................................................................................................4 5.4 Public announcements ......................................................................................................5 5.5 Restrictions on promotion ................................................................................................5 Material and Intellectual Property ....................................................................................................5 6.1 Access to Material ..............................................................................................................5 6.2 Ownership and delivery of Material...............................................................................5 6.3 Matters respecting intellectual property ........................................................................5 6.4 Rights relating to Incorporated Material ........................................................................5 Records and Reports .............................................................................................................................5 7.1 Work reporting ..................................................................................................................5 7.2 Time and expense records ................................................................................................6 Audit ........................................................................................................................................................6

2.

3.

4. 5.

6.

7.

8.

II

9.

Indemnity and Insurance .....................................................................................................................6 9.1 Indemnity ...........................................................................................................................6 9.2 Insurance.............................................................................................................................6 9.3 Workers compensation .....................................................................................................6 9.4 Personal optional protection ............................................................................................6 9.5 Evidence of coverage ........................................................................................................6 Force Majeure .........................................................................................................................................7 10.1 Definitions relating to force majeure ..............................................................................7 10.2 Consequence of Event of Force Majeure ........................................................................7 10.3 Duties of Affected Party ...................................................................................................7 Default and Termination .....................................................................................................................7 11.1 Definitions relating to default and termination ............................................................7 11.2 Provinces options on default ..........................................................................................8 11.3 Delay not a waiver .............................................................................................................8 11.4 Provinces right to terminate other than for default .....................................................8 11.5 Payment consequences of termination ...........................................................................8 11.6 Discharge of liability .........................................................................................................8 11.7 Notice in relation to Events of Default ...........................................................................8 Dispute Resolution ...............................................................................................................................9 12.1 Dispute resolution process ...............................................................................................9 12.2 Location of arbitration or mediation ...............................................................................9 12.3 Costs of mediation or arbitration ....................................................................................9 Miscellaneous.........................................................................................................................................9 13.1 Delivery of notices .............................................................................................................9 13.2 Change of address or fax number ...................................................................................9 13.3 Assignment .........................................................................................................................9 13.4 Subcontracting ..................................................................................................................10 13.5 Waiver ................................................................................................................................10 13.6 Modifications ....................................................................................................................10 13.7 Entire agreement ...............................................................................................................10 13.8 Survival of certain provisions .........................................................................................10 13.9 Schedules ...........................................................................................................................10 13.10 Independent contractor ...................................................................................................10 13.11 Personnel not to be employees of Province ..................................................................10 13.12 Key Personnel ...................................................................................................................11 13.13 Pertinent Information.......................................................................................................11 13.14 Conflict of interest ............................................................................................................11 13.15 Time ....................................................................................................................................11 13.16 Conflicts among provisions ............................................................................................11 13.17 Agreement not permit nor fetter ....................................................................................11 13.18 Remainder not affected by invalidity ............................................................................11 13.19 Further assurances ............................................................................................................11 13.20 Additional terms ...............................................................................................................11 13.21 Governing law ..................................................................................................................12 Interpretation ........................................................................................................................................12 Execution and Delivery of Agreement..............................................................................................12

10.

11.

12.

13.

14. 15.

III

SCHEDULE A SERVICES Part 1 - Term Part 2 - Services Part 3 - Related Documentation Part 4 - Key Personnel SCHEDULE B FEES AND EXPENSES Part 1 - Maximum Amount Payable Part 2 - Fees Part 3 - Expenses Part 4 - Statements of Account Part 5 - Payments Due SCHEDULE C APPROVED SUBCONTRACTOR(S) SCHEDULE D INSURANCE SCHEDULE E PRIVACY PROTECTION SCHEDULE SCHEDULE F ADDITIONAL TERMS SCHEDULE G SECURITY SCHEDULE

IV

THIS AGREEMENT is dated for reference the ___day of ____________, 20__. BETWEEN: @LEGAL NAME AND, IF APPLICABLE, DESCRIPTION, OF CONTRACTOR (the Contractor) with the following specified address and fax number: @ADDRESS @POSTAL CODE @FAX NUMBER AND: HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by _________________________ (the Province) with the following specified address and fax number: @ADDRESS @POSTAL CODE @FAX NUMBER The Province wishes to retain the Contractor to provide the services specified in Schedule A and, in consideration for the remuneration set out in Schedule B, the Contractor has agreed to provide those services, on the terms and conditions set out in this Agreement. As a result, the Province and the Contractor agree as follows: 1 General 1.1 In this Agreement, unless the context otherwise requires: (a) (b) Business Day means a day, other than a Saturday or Sunday, on which Provincial government offices are open for normal business in British Columbia; Incorporated Material means any material in existence prior to the start of the Term or developed independently of this Agreement, and that is incorporated or embedded in the Produced Material by the Contractor or a Subcontractor; Material means the Produced Material and the Received Material; Produced Material means records, software and other material, whether complete or not, that, as a result of this Agreement, are produced by the Contractor or a Subcontractor and includes the Incorporated Material; Received Material means records, software and other material, whether complete or not, that, as a result of this Agreement, are received by the Contractor or a Subcontractor from the Province or any other person; Services means the services described in Part 2 of Schedule A; Subcontractor means a person described in paragraph (a) or (b) of section 13.4; and Term means the term of the Agreement described in Part 1 of Schedule A subject to that term ending earlier in accordance with this Agreement. DEFINITIONS

(c) (d)

(e)

(f) (g) (h)

Meaning of record 1.2 2 The definition of record in the Interpretation Act is incorporated into this Agreement and records will bear a corresponding meaning. SERVICES

Provision of services 2.1 The Contractor must provide the Services in accordance with this Agreement. 1

Term 2.2 Regardless of the date of execution or delivery of this Agreement, the Contractor must provide the Services during the Term.

Supply of various items 2.3 Unless the parties otherwise agree in writing, the Contractor must supply and pay for all labour, materials, equipment, tools, facilities, approvals and licenses necessary or advisable to perform the Contractors obligations under this Agreement, including the license under section 6.4.

Standard of care 2.4 Unless otherwise specified in this Agreement, the Contractor must perform the Services to a standard of care, skill and diligence maintained by persons providing, on a commercial basis, services similar to the Services.

Standards in relation to persons performing Services 2.5 The Contractor must ensure that all persons employed or retained to perform the Services are qualified and competent to perform them and are properly trained, instructed and supervised.

Instructions by Province 2.6 The Province may from time to time give the Contractor reasonable instructions (in writing or otherwise) as to the performance of the Services. The Contractor must comply with those instructions but, unless otherwise specified in this Agreement, the Contractor may determine the manner in which the instructions are carried out.

Confirmation of non-written instructions 2.7 If the Province provides an instruction under section 2.6 other than in writing, the Contractor may request that the instruction be confirmed by the Province in writing, which request the Province must comply with as soon as it is reasonably practicable to do so.

Effectiveness of non-written instructions 2.8 Requesting written confirmation of an instruction under section 2.7 does not relieve the Contractor from complying with the instruction at the time the instruction was given.

Applicable laws 2.9 In the performance of the Contractors obligations under this Agreement, the Contractor must comply with all applicable laws. PAYMENT

Fees and expenses 3.1 If the Contractor complies with this Agreement, then the Province must pay to the Contractor at the times and on the conditions set out in Schedule B: (a) (b) the fees described in that Schedule; the expenses, if any, described in that Schedule if they are supported, where applicable, by proper receipts and, in the Provinces opinion, are necessarily incurred by the Contractor in providing the Services; and 2

(c)

any applicable taxes payable by the Province under law or agreement with the relevant taxation authorities on the fees and expenses described in paragraphs (a) and (b).

The Province is not obliged to pay to the Contractor more than the Maximum Amount specified in Schedule B on account of fees and expenses. Statements of accounts 3.2 In order to obtain payment of any fees and expenses under this Agreement, the Contractor must submit to the Province a written statement of account in a form satisfactory to the Province upon completion of the Services or at other times described in Schedule B.

Withholding of amounts 3.3 Without limiting section 9.1, the Province may withhold from any payment due to the Contractor an amount sufficient to indemnify, in whole or in part, the Province and its employees and agents against any liens or other third-party claims that have arisen or could arise in connection with the provision of the Services. An amount withheld under this section must be promptly paid by the Province to the Contractor upon the basis for withholding the amount having been fully resolved to the satisfaction of the Province.

Appropriation 3.4 The Provinces obligation to pay money to the Contractor is subject to the Financial Administration Act, which makes that obligation subject to an appropriation being available in the fiscal year of the Province during which payment becomes due.

Currency 3.5 Unless otherwise specified in this Agreement, all references to money are to Canadian dollars.

Non-resident income tax 3.6 If the Contractor is not a resident in Canada, the Contractor acknowledges that the Province may be required by law to withhold income tax from the fees described in Schedule B and then to remit that tax to the Receiver General of Canada on the Contractors behalf.

Prohibition against committing money 3.7 Without limiting section 13.10(a), the Contractor must not in relation to performing the Contractors obligations under this Agreement commit or purport to commit the Province to pay any money except as may be expressly provided for in this Agreement.

Refunds of taxes 3.8 The Contractor must: (a) apply for, and use reasonable efforts to obtain, any available refund, credit, rebate or remission of federal, provincial or other tax or duty imposed on the Contractor as a result of this Agreement that the Province has paid or reimbursed to the Contractor or agreed to pay or reimburse to the Contractor under this Agreement; and immediately on receiving, or being credited with, any amount applied for under paragraph (a), remit that amount to the Province.

(b)

4 4.1

REPRESENTATIONS AND WARRANTIES As at the date this Agreement is executed and delivered by, or on behalf of, the parties, the Contractor represents and warrants to the Province as follows: (a) except to the extent the Contractor has previously disclosed otherwise in writing to the Province, (i) all information, statements, documents and reports furnished or submitted by the Contractor to the Province in connection with this Agreement (including as part of any competitive process resulting in this Agreement being entered into) are in all material respects true and correct, the Contractor has sufficient trained staff, facilities, materials, appropriate equipment and approved subcontractual agreements in place and available to enable the Contractor to fully perform the Services, and the Contractor holds all permits, licenses, approvals and statutory authorities issued by any government or government agency that are necessary for the performance of the Contractors obligations under this Agreement; and the Contractor has the power and capacity to enter into this Agreement and to observe, perform and comply with the terms of this Agreement and all necessary corporate or other proceedings have been taken and done to authorize the execution and delivery of this Agreement by, or on behalf of, the Contractor, and this Agreement has been legally and properly executed by, or on behalf of, the Contractor and is legally binding upon and enforceable against the Contractor in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(ii)

(iii)

(b)

if the Contractor is not an individual, (i)

(ii)

5 Privacy 5.1

PRIVACY, SECURITY AND CONFIDENTIALITY

The Contractor must comply with the Privacy Protection Schedule attached as Schedule E.

Security 5.2 The Contractor must: (a) (b) Confidentiality 5.3 The Contractor must treat as confidential all information in the Material and all other information accessed or obtained by the Contractor or a Subcontractor (whether verbally, electronically or otherwise) as a result of this Agreement, and not permit its disclosure or use without the Provinces prior written consent except: (a) (b) (c) as required to perform the Contractors obligations under this Agreement or to comply with applicable laws; if it is information that is generally known to the public other than as result of a breach of this Agreement; or if it is information in any Incorporated Material. make reasonable security arrangements to protect the Material from unauthorized access, collection, use, disclosure, alteration or disposal; and comply with the Security Schedule attached as Schedule G.

Public announcements 5.4 Any public announcement relating to this Agreement will be arranged by the Province and, if such consultation is reasonably practicable, after consultation with the Contractor.

Restrictions on promotion 5.5 The Contractor must not, without the prior written approval of the Province, refer for promotional purposes to the Province being a customer of the Contractor or the Province having entered into this Agreement. MATERIAL AND INTELLECTUAL PROPERTY

Access to Material 6.1 If the Contractor receives a request for access to any of the Material from a person other than the Province, and this Agreement does not require or authorize the Contractor to provide that access, the Contractor must promptly advise the person to make the request to the Province.

Ownership and delivery of Material 6.2 The Province exclusively owns all property rights in the Material which are not intellectual property rights. The Contractor must deliver any Material to the Province immediately upon the Provinces request.

Matters respecting intellectual property 6.3 The Province exclusively owns all intellectual property rights, including copyright, in: (a) (b) Received Material that the Contractor receives from the Province; and Produced Material, other than any Incorporated Material.

Upon the Provinces request, the Contractor must deliver to the Province documents satisfactory to the Province that irrevocably waive in the Provinces favour any moral rights which the Contractor (or employees of the Contractor) or a Subcontractor (or employees of a Subcontractor) may have in the Produced Material and that confirm the vesting in the Province of the copyright in the Produced Material, other than any Incorporated Material. Rights in relation to Incorporated Material 6.4 Upon any Incorporated Material being embedded or incorporated in the Produced Material and to the extent that it remains so embedded or incorporated, the Contractor grants to the Province: (a) (b) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify and distribute that Incorporated Material; and the right to sublicense to third-parties the right to use, reproduce, modify and distribute that Incorporated Material.

RECORDS AND REPORTS

Work reporting 7.1 Upon the Provinces request, the Contractor must fully inform the Province of all work done by the Contractor or a Subcontractor in connection with providing the Services.

Time and expense records 7.2 If Schedule B provides for the Contractor to be paid fees at a daily or hourly rate or for the Contractor to be paid or reimbursed for expenses, the Contractor must maintain time records and books of account, invoices, receipts and vouchers of expenses in support of those payments, in form and content satisfactory to the Province. Unless otherwise specified in this Agreement, the Contractor must retain such documents for a period of not less than seven years after this Agreement ends. AUDIT In addition to any other rights of inspection the Province may have under statute or otherwise, the Province may at any reasonable time and on reasonable notice to the Contractor, enter on the Contractors premises to inspect and, at the Provinces discretion, copy any of the Material and the Contractor must permit, and provide reasonable assistance to, the exercise by the Province of the Provinces rights under this section. INDEMNITY AND INSURANCE

8 8.1

Indemnity 9.1 The Contractor must indemnify and save harmless the Province and the Provinces employees and agents from any losses, claims, damages, actions, causes of action, costs and expenses that the Province or any of the Provinces employees or agents may sustain, incur, suffer or be put to at any time, either before or after this Agreement ends, including any claim of infringement of third-party intellectual property rights, where the same or any of them are based upon, arise out of or occur, directly or indirectly, by reason of any act or omission by the Contractor or by any of the Contractors agents, employees, officers, directors or Subcontractors in connection with this Agreement, excepting always liability arising out of the independent acts or omissions of the Province and the Provinces employees and agents.

Insurance 9.2 The Contractor must comply with the Insurance Schedule attached as Schedule D.

Workers compensation 9.3 Without limiting the generality of section 2.9, the Contractor must comply with, and must ensure that any Subcontractors comply with, all applicable occupational health and safety laws in relation to the performance of the Contractors obligations under this Agreement, including the Workers Compensation Act in British Columbia or similar laws in other jurisdictions.

Personal optional protection 9.4 The Contractor must apply for and maintain personal optional protection insurance (consisting of income replacement and medical care coverage) during the Term at the Contractors expense if: (a) the Contractor is an individual or a partnership of individuals and does not have the benefit of mandatory workers compensation coverage under the Workers Compensation Act or similar laws in other jurisdictions; and such personal optional protection insurance is available for the Contractor from WorkSafeBC or other sources.

(b)

Evidence of coverage 9.5 Within 10 Business Days of being requested to do so by the Province, the Contractor must provide the Province with evidence of the Contractors compliance with sections 9.3 and 9.4.

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FORCE MAJEURE

Definitions relating to force majeure 10.1 In this section and sections 10.2 and 10.3: (a) Event of Force Majeure means one of the following events: (i) (ii) (iii) (iv) a natural disaster, fire, flood, storm, epidemic or power failure, a war (declared and undeclared), insurrection or act of terrorism or piracy, a strike (including illegal work stoppage or slowdown) or lockout, or a freight embargo

if the event prevents a party from performing the partys obligations in accordance with this Agreement and is beyond the reasonable control of that party; and (b) Affected Party means a party prevented from performing the partys obligations in accordance with this Agreement by an Event of Force Majeure.

Consequence of Event of Force Majeure 10.2 An Affected Party is not liable to the other party for any failure or delay in the performance of the Affected Partys obligations under this Agreement resulting from an Event of Force Majeure and any time periods for the performance of such obligations are automatically extended for the duration of the Event of Force Majeure provided that the Affected Party complies with the requirements of section 10.3.

Duties of Affected Party 10.3 An Affected Party must promptly notify the other party in writing upon the occurrence of the Event of Force Majeure and make all reasonable efforts to prevent, control or limit the effect of the Event of Force Majeure so as to resume compliance with the Affected Partys obligations under this Agreement as soon as possible. DEFAULT AND TERMINATION

11

Definitions relating to default and termination 11.1 In this section and sections 11.2 to 11.4: (a) Event of Default means any of the following: (i) (ii) (iii) (b) an Insolvency Event, the Contractor fails to perform any of the Contractors obligations under this Agreement, or any representation or warranty made by the Contractor in this Agreement is untrue or incorrect; and an order is made, a resolution is passed or a petition is filed, for the Contractor's liquidation or winding up, the Contractor commits an act of bankruptcy, makes an assignment for the benefit of the Contractors creditors or otherwise acknowledges the Contractors insolvency, a bankruptcy petition is filed or presented against the Contractor or a proposal under the Bankruptcy and Insolvency Act (Canada) is made by the Contractor, a compromise or arrangement is proposed in respect of the Contractor under the Companies' Creditors Arrangement Act (Canada), a receiver or receiver-manager is appointed for any of the Contractors property, or 7

Insolvency Event means any of the following: (i) (ii) (iii) (iv) (v)

(vi)

the Contractor ceases, in the Provinces reasonable opinion, to carry on business as a going concern.

Provinces options on default 11.2 On the happening of an Event of Default, or at any time thereafter, the Province may, at its option, elect to do any one or more of the following: (a) (b) (c) by written notice to the Contractor, require that the Event of Default be remedied within a time period specified in the notice; pursue any remedy or take any other action available to it at law or in equity; or by written notice to the Contractor, terminate this Agreement with immediate effect or on a future date specified in the notice, subject to the expiration of any time period specified under section 11.2(a).

Delay not a waiver 11.3 No failure or delay on the part of the Province to exercise its rights in relation to an Event of Default will constitute a waiver by the Province of such rights.

Provinces right to terminate other than for default 11.4 In addition to the Provinces right to terminate this Agreement under section 11.2(c) on the happening of an Event of Default, the Province may terminate this Agreement for any reason by giving at least 10 days written notice of termination to the Contractor.

Payment consequences of termination 11.5 Unless Schedule B otherwise provides, if the Province terminates this Agreement under section 11.4: (a) the Province must, within 30 days of such termination, pay to the Contractor any unpaid portion of the fees and expenses described in Schedule B which corresponds with the portion of the Services that was completed to the Provinces satisfaction before termination of this Agreement; and the Contractor must, within 30 days of such termination, repay to the Province any paid portion of the fees and expenses described in Schedule B which corresponds with the portion of the Services that the Province has notified the Contractor in writing was not completed to the Provinces satisfaction before termination of this Agreement.

(b)

Discharge of liability 11.6 The payment by the Province of the amount described in section 11.5(a) discharges the Province from all liability to make payments to the Contractor under this Agreement.

Notice in relation to Events of Default 11.7 If the Contractor becomes aware that an Event of Default has occurred or anticipates that an Event of Default is likely to occur, the Contractor must promptly notify the Province of the particulars of the Event of Default or anticipated Event of Default. A notice under this section as to the occurrence of an Event of Default must also specify the steps the Contractor proposes to take to address, or prevent recurrence of, the Event of Default. A notice under this section as to an anticipated Event of Default must specify the steps the Contractor proposes to take to prevent the occurrence of the anticipated Event of Default.

12

DISPUTE RESOLUTION

Dispute resolution process 12.1 In the event of any dispute between the parties arising out of or in connection with this Agreement, the following dispute resolution process will apply unless the parties otherwise agree in writing: (a) (b) the parties must initially attempt to resolve the dispute through collaborative negotiation; if the dispute is not resolved through collaborative negotiation within 15 Business Days of the dispute arising, the parties must then attempt to resolve the dispute through mediation under the rules of the British Columbia Mediator Roster Society; and if the dispute is not resolved through mediation within 30 Business Days of the commencement of mediation, the dispute must be referred to and finally resolved by arbitration under the Commercial Arbitration Act.

(c)

Location of arbitration or mediation 12.2 Unless the parties otherwise agree in writing, an arbitration or mediation under section 12.1 will be held in Victoria, British Columbia.

Costs of mediation or arbitration 12.3 Unless the parties otherwise agree in writing or, in the case of an arbitration, the arbitrator otherwise orders, the parties must share equally the costs of a mediation or arbitration under section 12.1 other than those costs relating to the production of expert evidence or representation by counsel. MISCELLANEOUS

13

Delivery of notices 13.1 Any notice contemplated by this Agreement, to be effective, must be in writing and delivered as follows: (a) by fax to the addressee's fax number specified on the first page of this Agreement, in which case it will be deemed to be received on the day of transmittal unless transmitted after the normal business hours of the addressee or on a day that is not a Business Day, in which cases it will be deemed to be received on the next following Business Day; by hand to the addressee's address specified on the first page of this Agreement, in which case it will be deemed to be received on the day of its delivery; or by prepaid post to the addressee's address specified on the first page of this Agreement, in which case if mailed during any period when normal postal services prevail, it will be deemed to be received on the fifth Business Day after its mailing.

(b) (c)

Change of address or fax number 13.2 Either party may from time to time give notice to the other party of a substitute address or fax number, which from the date such notice is given will supersede for purposes of section 13.1 any previous address or fax number specified for the party giving the notice.

Assignment 13.3 The Contractor must not assign any of the Contractors rights under this Agreement without the Provinces prior written consent.

Subcontracting 13.4 The Contractor must not subcontract any of the Contractors obligations under this Agreement to any person without the Provinces prior written consent, excepting persons listed in the attached Schedule C. No subcontract, whether consented to or not, relieves the Contractor from any obligations under this Agreement. The Contractor must ensure that: (a) (b) any person retained by the Contractor to perform obligations under this Agreement; and any person retained by a person described in paragraph (a) to perform those obligations

fully complies with this Agreement in performing the subcontracted obligations. Waiver 13.5 A waiver of any term or breach of this Agreement is effective only if it is in writing and signed by, or on behalf of, the waiving party and is not a waiver of any other term or breach.

Modifications 13.6 No modification of this Agreement is effective unless it is in writing and signed by, or on behalf of, the parties.

Entire agreement 13.7 This Agreement (including any modification of it) constitutes the entire agreement between the parties as to performance of the Services.

Survival of certain provisions 13.8 Sections 2.9, 3.1 to 3.4, 3.7, 3.8, 5.1 to 5.5, 6.1 to 6.4, 7.1, 7.2, 8.1, 9.1, 9.2, 9.5, 10.1 to 10.3, 11.2, 11.3, 11.5, 11.6, 12.1 to 12.3, 13.1, 13.2, 13.8, and 13.10, any accrued but unpaid payment obligations, and any other sections of this Agreement (including schedules) which, by their terms or nature, are intended to survive the completion of the Services or termination of this Agreement, will continue in force indefinitely, even after this Agreement ends.

Schedules 13.9 The schedules to this Agreement (including any appendices or other documents attached to, or incorporated by reference into, those schedules) are part of this Agreement.

Independent contractor 13.10 In relation to the performance of the Contractors obligations under this Agreement, the Contractor is an independent contractor and not: (a) (b) an employee or partner of the Province; or an agent of the Province except as may be expressly provided for in this Agreement.

The Contractor must not act or purport to act contrary to this section. Personnel not to be employees of Province 13.11 The Contractor must not do anything that would result in personnel hired or used by the Contractor or a Subcontractor in relation to providing the Services being considered employees of the Province.

10

Key Personnel 13.12 If one or more individuals are specified as Key Personnel of the Contractor in Part 4 of Schedule A, the Contractor must cause those individuals to perform the Services on the Contractors behalf, unless the Province otherwise approves in writing, which approval must not be unreasonably withheld.

Pertinent information 13.13 The Province must make available to the Contractor all information in the Provinces possession which the Province considers pertinent to the performance of the Services.

Conflict of interest 13.14 The Contractor must not provide any services to any person in circumstances which, in the Provinces reasonable opinion, could give rise to a conflict of interest between the Contractors duties to that person and the Contractors duties to the Province under this Agreement.

Time 13.15 Time is of the essence in this Agreement and, without limitation, will remain of the essence after any modification or extension of this Agreement, whether or not expressly restated in the document effecting the modification or extension.

Conflicts among provisions 13.16 Conflicts among provisions of this Agreement will be resolved as follows: (a) a provision in the body of this Agreement will prevail over any conflicting provision in, attached to or incorporated by reference into a schedule, unless that conflicting provision expressly states otherwise; and a provision in a schedule will prevail over any conflicting provision in a document attached to or incorporated by reference into a schedule, unless the schedule expressly states otherwise.

(b)

Agreement not permit nor fetter 13.17 This Agreement does not operate as a permit, license, approval or other statutory authority which the Contractor may be required to obtain from the Province or any of its agencies in order to provide the Services. Nothing in this Agreement is to be construed as interfering with, or fettering in any manner, the exercise by the Province or its agencies of any statutory, prerogative, executive or legislative power or duty.

Remainder not affected by invalidity 13.18 If any provision of this Agreement or the application of it to any person or circumstance is invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to any other person or circumstance will not be affected or impaired and will be valid and enforceable to the extent permitted by law.

Further assurances 13.19 Each party must perform the acts, execute and deliver the writings, and give the assurances as may be reasonably necessary to give full effect to this Agreement.

Additional terms 13.20 Any additional terms set out in the attached Schedule F apply to this Agreement. 11

Governing law 13.21 This Agreement is governed by, and is to be interpreted and construed in accordance with, the laws applicable in British Columbia. INTERPRETATION In this Agreement: (a) (b) (c) (d) (e) (f) (g) (h) includes and including are not intended to be limiting; unless the context otherwise requires, references to sections by number are to sections of this Agreement; the Contractor and the Province are referred to as the parties and each of them as a party; attached means attached to this Agreement when used in relation to a schedule; unless otherwise specified, a reference to a statute by name means the statute of British Columbia by that name, as amended or replaced from time to time; the headings have been inserted for convenience of reference only and are not intended to describe, enlarge or restrict the scope or meaning of this Agreement or any provision of it; person includes an individual, partnership, corporation or legal entity of any nature; and unless the context otherwise requires, words expressed in the singular include the plural and vice versa.

14 14.1

15 15.1

EXECUTION AND DELIVERY OF AGREEMENT This Agreement may be entered into by a separate copy of this Agreement being executed by, or on behalf of, each party and that executed copy being delivered to the other party by a method provided for in section 13.1 or any other method agreed to by the parties. The parties have executed this Agreement as follows:

SIGNED on the _____ day of _______________, 20__ by the Contractor (or, if not an individual, on its behalf by its authorized signatory or signatories):

SIGNED on the _____ day of ________________, 20__ on behalf of the Province by its duly authorized representative:

Signature(s)

Signature

Print Name(s)

Print Name

Print Title(s)

Print Title

12

Schedule A Services [Instructions are red and italicized. All bracketed instructions must be deleted prior to use of Schedules. Leave in black font. Examples of contract language are quoted, remove quotation marks prior to use.] [A form of Schedule A must always be attached to the General Service Agreement.] PART 1. 1. 2. TERM:

Subject to section 2 of this Part 1, [delete if no extension option to be provided for in 2] The term of this Agreement commences on ________________ and ends on _______________. [Specify any option to extend the term here or delete.] SERVICES:

PART 2.

[Include a detailed description of all aspects of the services, using the following sub-headings, as applicable. Use as much space as required.] Outputs [Deliverables or the services purchased. Includes a delivery schedule, formats, quantity and specific or technical requirements. Use mandatory language: The Contractor must<] Inputs [Resource commitments that produce the outputs. Includes staff qualifications and time, materials, equipment, facilities, volunteer time. Extract inputs from the proposal, a statement of work or as negotiated. Use mandatory language: The Contractor must<] Outcomes [Expected results flowing from the contracted services.] Through the delivery of the Services the Province wishes to realize the following outcomes and, without limiting the obligation of the Contractor to comply with other provisions of this Part, the Contractor must use commercially reasonable efforts to achieve them: [Insert a list of outcomes here or insert See attached Outcomes here and attach list of outcomes in separate document labeled Outcomes attached at the end of this Schedule.] The parties acknowledge that the Contractor does not warrant that these outcomes will be achieved. Reporting requirements [Report formats, instructions, and frequency. Reports must include delivery dates and quantities of the outputs.] PART 3. RELATED DOCUMENTATION:

[Add to the Agreement various scope-of-work documentation that is intended by the parties to be contractual. If no additional documentation is to be included state Not applicable under section 1. and move on to Part 4.] 1. The Contractor must perform the Services in accordance with the obligations set out in this Schedule A including any engagement letter, Solicitation document excerpt, proposal excerpt or other documentation attached as an Appendix to, or specified as being incorporated by reference in, this Schedule.

[If physically attaching documentation use the following section 2.] 2. The following are Appendices to this Schedule A: Appendix 1 Engagement Letter Appendix 2 Solicitation document excerpt Appendix 3 Proposal excerpt Appendix 4 [specify] ATTACHED: ATTACHED: ATTACHED: ATTACHED: NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE

[If incorporating documents by reference use the following section 2.]

13

2.

The following documentation is incorporated by reference into this Schedule A: [insert detailed description of relevant documentation and specify those pages or sections to be incorporated] KEY PERSONNEL:

PART 4.

[If no Key Personnel state not applicable but if Key Personnel provision is desired as referenced in section 13.12, include the following section 1.] 1. The Key Personnel of the Contractor are as follows: (a) (b) (c)

14

Schedule B Fees and Expenses [A customized form of Schedule B is always attached to the GSA.] 1. MAXIMUM AMOUNT PAYABLE: Maximum Amount: Despite sections 2 and 3 of this Schedule, $_________ is the maximum amount which the Province is obliged to pay to the Contractor for fees and expenses under this Agreement (exclusive of any applicable taxes described in section 3.1(c) of this Agreement). 2. FEES: [Choose one or a combination of the following and delete the rest.] Daily Rate Fees: at a rate of $____ per day (based on a day of ___ hours) for those days during the Term when the Contractor provides the Services. If the Contractor provides the Services for less than the required hours on any day, then fees for that day will be reduced proportionally. Hourly Rate Fees: at a rate of $____ per hour for those hours during the Term when the Contractor provides the Services. Rate per Unit/Deliverable Fees: at a rate of $____ for each [unit/deliverable] provided by the Contractor as Services during the Term up to ___ [units/deliverables]. Flat Rate Fees: $__ for performing the Services during the Term. 3. EXPENSES: Expenses: [If the Contractor is not to be paid for any expenses, delete paragraphs (a) to (c) below and insert None.] a. travel, accommodation and meal expenses for travel greater than _______ [insert 32 kilometers or other agreed distance] away from ____________ [insert place in which Contractor is located or other agreed location] on the same basis as the Province pays its ___________ [insert Group I or Group II or ? to complete this paragraph] employees when they are on travel status; and the Contractors actual long distance telephone, fax, postage and other identifiable communication expenses; and [Describe here if any other type of expense to be permitted.]

b. c.

excluding Harmonized sales tax (HST) or other applicable tax paid or payable by the Contractor on expenses described in (a) to (c) above [change to (a) and (b) above if (c) is to be deleted above] to the extent that the Contractor is entitled to claim credits (including HST input tax credits), rebates, refunds or remissions of the tax from the relevant taxation authorities. 4. STATEMENTS OF ACCOUNT: [If daily, hourly or unit rate use the following section 4.] Statements of Account: In order to obtain payment of any fees and expenses under this Agreement for [insert description of billing period here- see examples below] (each a "Billing Period"), the Contractor must deliver to the Province on a date after the Billing Period (each a "Billing Date"), a written statement of account in a form satisfactory to the Province containing:

15

[Examples of billing period descriptions: "a period from and including the 1st day of a month to and including the last day of that month" OR "a period from and including the 15th day of a month to and including the 14th day of the next month."] (a) (b) (c) the Contractors legal name and address; the date of the statement, and the Billing Period to which the statement pertains; the Contractors calculation of all fees claimed for that Billing Period, including a declaration by the Contractor of [Choose one of the following: For Daily Rate situations - "all hours worked on each day during the Billing Period"; For Hourly Rate situations - "all hours worked during the Billing Period"; For Rate per Unit/Deliverable situations - "all (units/deliverables) provided during the Billing Period"] for which the Contractor claims fees and a description of the applicable fee rates; (d) a chronological listing, in reasonable detail, of any expenses claimed by the Contractor for the Billing Period with receipts attached, if applicable, and, if the Contractor is claiming reimbursement of any HST or other applicable taxes paid or payable by the Contractor in relation to those expenses, a description of any credits, rebates, refunds or remissions the Contractor is entitled to from the relevant taxation authorities in relation to those taxes; the Contractors calculation of any applicable taxes payable by the Province in relation to the Services for the Billing Period; a description of this Agreement; a statement number for identification; and any other billing information reasonably requested by the Province.

(e) (f) (g) (h)

[If flat rate, use the following section 4.] Statements of Account: In order to obtain payment of any fees and expenses under this Agreement, the Contractor must deliver to the Province at the end of the Term or, if the Contractor completes the Services before that time, on the completion of the Services, a written statement of account in a form satisfactory to the Province containing: (a) (b) (c) (d) the Contractors legal name and address; the date of the statement; the Contractors calculation of all fees claimed under this Agreement, including a declaration that the Services for which the Contractor claims fees have been completed; a chronological listing, in reasonable detail, of any expenses claimed by the Contractor with receipts attached, if applicable, and, if the Contractor is claiming reimbursement of any HST or other applicable taxes paid or payable by the Contractor in relation to those expenses, a description of any credits, rebates, refunds or remissions the Contractor is entitled to from the relevant taxation authorities in relation to those taxes; the Contractors calculation of all applicable taxes payable by the Province in relation to the Services; a description of this Agreement to which the statement relates; a statement number for identification; and any other billing information reasonably requested by the Province.

(e) (f) (g) (h)

16

5. PAYMENTS DUE: Payments Due: Within 30 days of the Provinces receipt of the Contractors written statement of account delivered in accordance with this Schedule, the Province must pay the Contractor the fees and expenses (plus all applicable taxes) claimed in the statement if they are in accordance with this Schedule. Statements of account or contract invoices offering an early payment discount may be paid by the Province as required to obtain the discount.

17

Schedule C Approved Subcontractor(s) [Approving subcontractors using Schedule C is optional. If the Province is willing to approve certain named subcontractors at the time of entering into the Agreement, the approved subcontractors can be listed here. If not, then insert Not applicable. under the Schedule C Approved Subcontractor(s) heading above. All bracketed instructions must be deleted.]

18

Schedule D Insurance [Schedule D must be used without modification (except for inserting or deleting the information contemplated by the instructions below) unless Risk Management Branch has been consulted concerning the modification. All bracketed instructions must be deleted.] 1. The Contractor must, without limiting the Contractors obligations or liabilities and at the Contractors own expense, purchase and maintain throughout the Term the following insurances with insurers licensed in Canada in forms and amounts acceptable to the Province: (a) Commercial General Liability in an amount not less than $2,000,000.00 inclusive per occurrence against bodily injury, personal injury and property damage and including liability assumed under this Agreement and this insurance must (i) (ii) include the Province as an additional insured, be endorsed to provide the Province with 30 days advance written notice of cancellation or material change, and include a cross liability clause;

(iii) (b)

[To determine which, if any, additional types of insurance should be included in this section 1(b) contact your Ministrys procurement specialist or Risk Management Branch. Then insert requirements for other types of insurance determined to be applicable. Sample clauses for additional types of insurance are set out at: http://gww.fin.gov.bc.ca/gws/pt/rmb/coiover.stm OR contact Risk Management Branch for customized language. If requiring additional insurance in this paragraph (b), replace . at the end of paragraph (a) and substitute ; and. If not requiring additional insurance, delete (b).]

2.

All insurance described in section 1 of this Schedule must: (a) (b) be primary; and not require the sharing of any loss by any insurer of the Province.

3.

The Contractor must provide the Province with evidence of all required insurance as follows: (a) within 10 Business Days of commencement of the Services, the Contractor must provide to the Province evidence of all required insurance in the form of a completed Province of British Columbia Certificate of Insurance; if any required insurance policy expires before the end of the Term, the Contractor must provide to the Province within 10 Business Days of the policys expiration, evidence of a new or renewal policy meeting the requirements of the expired insurance in the form of a completed Province of British Columbia Certificate of Insurance; and despite paragraph (a) or (b) above, if requested by the Province at any time, the Contractor must provide to the Province certified copies of the required insurance policies.

(b)

(c)

4.

The Contractor must obtain, maintain and pay for any additional insurance which the Contractor is required by law to carry, or which the Contractor considers necessary to cover risks not otherwise covered by insurance specified in this Schedule in the Contractors sole discretion. 19

Schedule E Privacy Protection Schedule [Schedule E must be used without modification (except for inserting or deleting the information contemplated by the instructions below) subject to the following: Schedule E is not required to be used at all if the Agreement does not involve "personal information" (as defined in the Freedom of Information and Protection of Privacy Act) or, if it does involve personal information, the Province will not own or control that personal information. In those situations, all of Schedule E can be deleted and replaced with the words Not applicable. under the Schedule E Privacy Protection Schedule heading above.

A alternative version of Schedule E may only be used if authorized by Knowledge and Information Services, Ministry of Citizens' Services under the circumstances described at: http://www.cio.gov.bc.ca/cio/priv_leg/foippa/contracting/ppsindex.page All bracketed instructions must be deleted.] Definitions 1. In this Schedule, (a) (b) (c) access means disclosure by the provision of access; Act means the Freedom of Information and Protection of Privacy Act (British Columbia); contact information means information to enable an individual at a place of business to be contacted and includes the name, position name or title, business telephone number, business address, business email or business fax number of the individual; personal information means recorded information about an identifiable individual, other than contact information, collected or created by the Contractor as a result of the Agreement or any previous agreement between the Province and the Contractor dealing with the same subject matter as the Agreement but excluding any such information that, if this Schedule did not apply to it, would not be under the control of a public body within the meaning of the Act.

(d)

Purpose 2. The purpose of this Schedule is to: (a) enable the Province to comply with the Provinces statutory obligations under the Act with respect to personal information; and ensure that, as a service provider, the Contractor is aware of and complies with the Contractors statutory obligations under the Act with respect to personal information.

(b)

Collection of personal information 3. Unless the Agreement otherwise specifies or the Province otherwise directs in writing, the Contractor may only collect or create personal information that is necessary for the performance of the Contractors obligations, or the exercise of the Contractors rights, under the Agreement. Unless the Agreement otherwise specifies or the Province otherwise directs in writing, the Contractor must collect personal information directly from the individual the information is about. Unless the Agreement otherwise specifies or the Province otherwise directs in writing, the Contractor must tell an individual from whom the Contractor collects personal information: 20

4.

5.

(a) (b) (c)

the purpose for collecting it; the legal authority for collecting it; and the title, business address and business telephone number of the person designated by the Province to answer questions about the Contractors collection of personal information.

Accuracy of personal information 6. The Contractor must make every reasonable effort to ensure the accuracy and completeness of any personal information to be used by the Contractor or the Province to make a decision that directly affects the individual the information is about.

Requests for access to personal information 7. If the Contractor receives a request for access to personal information from a person other than the Province, the Contractor must promptly advise the person to make the request to the Province unless the Agreement expressly requires the Contractor to provide such access and, if the Province has advised the Contractor of the name or title and contact information of an official of the Province to whom such requests are to be made, the Contractor must also promptly provide that officials name or title and contact information to the person making the request.

Correction of personal information 8. Within 5 Business Days of receiving a written direction from the Province to correct or annotate any personal information, the Contractor must correct or annotate the information in accordance with the direction. When issuing a written direction under section 8, the Province must advise the Contractor of the date the correction request to which the direction relates was received by the Province in order that the Contractor may comply with section 10. Within 5 business days of correcting or annotating any personal information under section 8, the Contractor must provide the corrected or annotated information to any party to whom, within one year prior to the date the correction request was made to the Province, the Contractor disclosed the information being corrected or annotated. If the Contractor receives a request for correction of personal information from a person other than the Province, the Contractor must promptly advise the person to make the request to the Province and, if the Province has advised the Contractor of the name or title and contact information of an official of the Province to whom such requests are to be made, the Contractor must also promptly provide that officials name or title and contact information to the person making the request.

9.

10.

11.

Protection of personal information 12. The Contractor must protect personal information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure or disposal, including any expressly set out in the Agreement.

Storage and access to personal information 13. Unless the Province otherwise directs in writing, the Contractor must not store personal information outside Canada or permit access to personal information from outside Canada.

Retention of personal information 14. Unless the Agreement otherwise specifies, the Contractor must retain personal information until directed by the Province in writing to dispose of it or deliver it as specified in the direction. 21

Use of personal information 15. Unless the Province otherwise directs in writing, the Contractor may only use personal information if that use is for the performance of the Contractors obligations, or the exercise of the Contractors rights, under the Agreement.

Disclosure of personal information 16. Unless the Province otherwise directs in writing, the Contractor may only disclose personal information inside Canada to any person other than the Province if the disclosure is for the performance of the Contractors obligations, or the exercise of the Contractors rights, under the Agreement. Unless the Agreement otherwise specifies or the Province otherwise directs in writing, the Contractor must not disclose personal information outside Canada.

17.

Notice of foreign demands for disclosure 18. In addition to any obligation the Contractor may have to provide the notification contemplated by section 30.2 of the Act, if in relation to personal information in the custody or under the control of the Contractor, the Contractor: (a) (b) receives a foreign demand for disclosure; receives a request to disclose, produce or provide access that the Contractor knows or has reason to suspect is for the purpose of responding to a foreign demand for disclosure; or has reason to suspect that an unauthorized disclosure of personal information has occurred in response to a foreign demand for disclosure

(c)

the Contractor must immediately notify the Province and, in so doing, provide the information described in section 30.2(3) of the Act. In this section, the phrases foreign demand for disclosure and unauthorized disclosure of personal information will bear the same meanings as in section 30.2 of the Act. Notice of unauthorized disclosure 19. In addition to any obligation the Contractor may have to provide the notification contemplated by section 30.5 of the Act, if the Contractor knows that there has been an unauthorized disclosure of personal information in the custody or under the control of the Contractor, the Contractor must immediately notify the Province. In this section, the phrase unauthorized disclosure of personal information will bear the same meaning as in section 30.5 of the Act.

Inspection of personal information 20. In addition to any other rights of inspection the Province may have under the Agreement or under statute, the Province may, at any reasonable time and on reasonable notice to the Contractor, enter on the Contractors premises to inspect any personal information in the possession of the Contractor or any of the Contractors information management policies or practices relevant to the Contractors management of personal information or the Contractors compliance with this Schedule, and the Contractor must permit and provide reasonable assistance to any such inspection.

Compliance with the Act and directions 21. The Contractor must in relation to personal information comply with: (a) the requirements of the Act applicable to the Contractor as a service provider, including any applicable order of the commissioner under the Act; and any direction given by the Province under this Schedule. 22

(b)

22.

The Contractor acknowledges that it is familiar with the requirements of the Act governing personal information that are applicable to it as a service provider.

Notice of non-compliance 23. If for any reason the Contractor does not comply, or anticipates that it will be unable to comply, with a provision in this Schedule in any respect, the Contractor must promptly notify the Province of the particulars of the non-compliance or anticipated non-compliance and what steps it proposes to take to address, or prevent recurrence of, the non-compliance or anticipated non-compliance.

Termination of Agreement 24. In addition to any other rights of termination which the Province may have under the Agreement or otherwise at law, the Province may, subject to any provisions in the Agreement establishing mandatory cure periods for defaults by the Contractor, terminate the Agreement by giving written notice of such termination to the Contractor, upon any failure of the Contractor to comply with this Schedule in a material respect.

Interpretation 25. In this Schedule, references to sections by number are to sections of this Schedule unless otherwise specified in this Schedule. Any reference to the Contractor in this Schedule includes any subcontractor or agent retained by the Contractor to perform obligations under the Agreement and the Contractor must ensure that any such subcontractors and agents comply with this Schedule. The obligations of the Contractor in this Schedule will survive the termination of the Agreement. If a provision of the Agreement (including any direction given by the Province under this Schedule) conflicts with a requirement of the Act or an applicable order of the commissioner under the Act, the conflicting provision of the Agreement (or direction) will be inoperative to the extent of the conflict. The Contractor must comply with the provisions of this Schedule despite any conflicting provision of this Agreement or, subject to section 30, the law of any jurisdiction outside Canada. Nothing in this Schedule requires the Contractor to contravene the law of any jurisdiction outside Canada unless such contravention is required to comply with the Act.

26.

27. 28.

29.

30.

23

Schedule F Additional Terms [Adding additional terms using Schedule F is optional. If additional terms are to be included in the Agreement, they must first be drafted or reviewed by Ministry legal counsel and then can be listed here. If not, then insert Not applicable. under the Schedule F Additional Terms heading above. All bracketed instructions must be deleted.]

24

Schedule G Security Schedule *Unless your Ministrys legal counsel otherwise approves, Schedule G and Appendix G1 must be used without modification if their use is required by the Instructions for using the Security Schedule at: www.pss.gov.bc.ca/psb/gsa/schedule_g_procedures.doc If Schedule G is not applicable, then delete all of the Schedule and Appendix G1 and insert Not applicable. under the Schedule G Security Schedule heading above. All bracketed instructions must be deleted.] Definitions 1. In this Schedule, (a) Equipment means any equipment, including interconnected systems or subsystems of equipment, software and networks, used or to be used by the Contractor to provide the Services; Facilities means any facilities at which the Contractor provides or is to provide the Services; Information means information (i) (ii) in the Material, or accessed, produced or obtained by the Contractor (whether verbally, electronically or otherwise) as a result of the Agreement;

(b) (c)

(d) (e)

Record means a record as defined in the Interpretation Act; Sensitive Information means (i) Information that is personal information as defined in the Freedom of Information and Protection of Privacy Act, or any other Information specified as Sensitive Information in Appendix G6, if attached; and

(ii) (f)

Services Worker means an individual involved in providing the Services for or on behalf of the Contractor and, for greater certainty, may include (i) (ii) the Contractor or a subcontractor if an individual, or an employee or volunteer of the Contractor or of a subcontractor.

Schedule contains additional obligations 2. The obligations of the Contractor in this Schedule are in addition to any other obligations in the Agreement or the schedules attached to it relating to security including, without limitation, the obligations of the Contractor in the Privacy Protection Schedule, if attached.

Services Worker confidentiality agreements 3. The Contractor must not permit a Services Worker who is an employee or volunteer of the Contractor to have access to Sensitive Information unless the Services Worker has first entered into a confidentiality 25

agreement with the Contractor to keep Sensitive Information confidential on substantially similar terms as those that apply to the Contractor under the Agreement. Services Worker security screening 4. The Contractor may only permit a Services Worker who is an employee or a volunteer of the Contractor to have access to Sensitive Information or otherwise be involved in providing the Services if, after having subjected the Services Worker to the personnel security screening requirements set out in Appendix G1 and any additional requirements the Contractor may consider appropriate, the Contractor is satisfied that the Services Worker does not constitute an unreasonable security risk. The Contractor must create, obtain and retain Records documenting the Contractors compliance with the security screening requirements set out in Appendix G1 in accordance with the provisions of that appendix.

Services Worker activity logging 5. Subject to section 6, the Contractor must create and maintain detailed Records logging the activities of all Service Workers in relation to: (a) (b) 6. their access to Sensitive Information; and other matters specified by the Province in writing for the purposes of this section.

The Records described in section 5 must be made and maintained in a manner, and contain information, specified in Appendix G2, if attached.

Facilities and Equipment protection and access control 7. The Contractor must create, maintain and follow a documented process to: (a) protect Facilities and Equipment of the Contractor required by the Contractor to provide the Services from loss, damage or any other occurrence that may result in any of those Facilities and Equipment being unavailable when required to provide the Services; and limit access to Facilities and Equipment of the Contractor (i) (ii) being used by the Contractor to provide the Services, or that may be used by someone to access Information

(b)

to those persons who are authorized to have that access and for the purposes for which they are authorized, which process must include measures to verify the identity of those persons. 8. If the Province makes available to the Contractor any Facilities or Equipment of the Province for the use of the Contractor in providing the Services, the Contractor must comply with any policies and procedures provided to it by the Province on acceptable use, protection of, and access to, such Facilities or Equipment.

Sensitive Information access control 9. The Contractor must: (a) create, maintain and follow a documented process for limiting access to Sensitive Information to those persons who are authorized to have that access and for the purposes for which they are authorized, which process must include measures to verify the identity of those persons; and comply with the information access control requirements set out in Appendix G3, if attached. 26

(b)

Integrity of Information 10. The Contractor must: (a) create, maintain and follow a documented process for maintaining the integrity of Information while possessed or accessed by the Contractor; and comply with the information integrity requirements set out in Appendix G4, if attached.

(b) 11.

For the purposes of section 10, maintaining the integrity of Information means that, except to the extent expressly authorized by the Agreement or approved in writing by the Province, the Information has: (a) (b) remained as complete as when it was acquired or accessed by the Contractor; and not been altered in any material respect.

Documentation of changes to processes 12. The Contractor must create and maintain detailed Records logging any changes it makes to the processes described in sections 7, 9 and 10.

Notice of security breaches 13. If Contractor becomes aware that: (a) unauthorized access, collection, use, disclosure, alteration or disposal of Information or Records containing Information; or unauthorized access to Facilities or Equipment

(b)

has occurred or is likely to occur (whether or not related to a failure by the Contractor to comply with this Schedule or the Agreement), the Contractor must immediately notify the Province of the particulars of that occurrence or likely occurrence. If the Contractor provides a notification under this section other than in writing, that notification must be confirmed in writing to the Province as soon as it is reasonably practicable for the Contractor to do so. Review of security breaches 14. If the Province decides to conduct a review of a matter described in section 13 (whether or not the matter came to the attention of the Province as a result of a notification under section 13), the Contractor must, on the request of the Province, participate in the review to the extent that it is reasonably practicable for the Contractor to do so.

Retention of Records 15. Unless the Agreement otherwise specifies, the Contractor must retain all Records in the Contractors possession that contain Information until directed by the Province in writing to dispose of them or deliver them as specified in the direction.

Storage of Records 16. Until disposed of or delivered in accordance with section 15, the Contractor must store any Records in the Contractors possession that contain Information in accordance with the provisions of Appendix G5, if attached.

27

Audit 17. In addition to any other rights of inspection the Province may have under the Agreement or under statute, the Province may, at any reasonable time and on reasonable notice to the Contractor, enter on the Contractors premises to inspect and, at the Provinces discretion, copy: (a) (b) any Records in the possession of the Contractor containing Information; or any of the Contractors Information management policies or processes (including the processes described in sections 7, 9 and 10 and the logs described in sections 5 and 12) relevant to the Contractors compliance with this Schedule

and the Contractor must permit, and provide reasonable assistance to the exercise by the Province of the Provinces rights under this section. Termination of Agreement 18. In addition to any other rights of termination which the Province may have under the Agreement or otherwise at law, the Province may, subject to any provisions in the Agreement establishing mandatory cure periods for defaults by the Contractor, terminate the Agreement by giving written notice of such termination to the Contractor, upon any failure of the Contractor to comply with this Schedule in a material respect.

Interpretation 19. In this Schedule, unless otherwise specified: (a) (b) 20. references to sections are to sections of this Schedule; and references to appendices are to the appendices attached to this Schedule.

Any reference to the Contractor in this Schedule includes any subcontractor retained by the Contractor to perform obligations under the Agreement and the Contractor must ensure that any such subcontractors comply with this Schedule. The appendices attached to this Schedule are part of this Schedule. If there is a conflict between a provision in an appendix attached to this Schedule and any other provision of this Schedule, the provision in the appendix is inoperative to the extent of the conflict unless the appendix states that it operates despite a conflicting provision of this Schedule. If there is a conflict between: (a) (b) a provision of the Agreement, this Schedule or an appendix attached to this Schedule; and a documented process required by this Schedule to be created or maintained by the Contractor

21. 22.

23.

the provision of the Agreement, Schedule or appendix will prevail to the extent of the conflict. 24. The obligations of the Contractor in this Schedule will survive the termination of the Agreement.

28

SCHEDULE G Appendix G1 Security screening requirements The personnel security screening requirements set out in this Appendix G1 are for the purpose of assisting the Contractor determine whether or not a Services Worker constitutes an unreasonable security risk. Verification of name, date of birth and address 1. The Contractor must verify the name, date of birth and current address of a Services Worker by viewing at least one piece of primary identification of the Services Worker and at least one piece of secondary identification of the Services Worker,* as described in the table following this section. The Contractor must obtain or create, as applicable, Records of all such verifications and retain a copy of those Records. For a Services Worker from another province or jurisdiction, reasonably equivalent identification documents are acceptable. Primary Identification
Issued by ICBC: B.C. drivers licence or learners licence (must have photo) B.C. Identification (BCID) card

Secondary Identification
School ID card (student card) Bank card (only if holders name is on card) Credit card (only if holders name is on card) Passport Foreign birth certificate (a baptismal certificate is not acceptable) Canadian or U.S. drivers licence Naturalization certificate Canadian Forces identification Police identification Foreign Affairs Canada or consular identification Vehicle registration (only if owners signature is shown) Picture employee ID card Firearms Acquisition Certificate Social Insurance Card (only if has signature strip) B.C. CareCard Native Status Card Parole Certificate ID Correctional Service Conditional Release Card

Issued by provincial or territorial government: Canadian birth certificate

Issued by Government of Canada: Canadian Citizenship Card Permanent Resident Card Canadian Record of Landing/Canadian Immigration Identification Record

*It is not necessary that each piece of identification viewed by the Contractor contains the name, date of birth and current address of the Services Worker. It is sufficient that, in combination, the identification viewed contains that information. Verification of education and professional qualifications 2. The Contractor must verify, by reasonable means, any relevant education and professional qualifications of a Services Worker, obtain or create, as applicable, Records of all such verifications, and retain a copy of those Records. Verification of employment history and reference checks 3. The Contractor must verify, by reasonable means, any relevant employment history of a Services Worker, which will generally consist of the Contractor requesting that a Services Worker provide employment references and the Contractor contacting those references. If a Services Worker has no relevant employment history, the Contractor must seek to verify the character or other relevant personal characteristics of the Services Worker by requesting the Services Worker to provide one or more personal references and contacting those references. The Contractor must obtain or create, as applicable, Records of all such verifications and retain a copy of those Records. Security interview 4. The Contractor must allow the Province to conduct a security-focused interview with a Services Worker if the Province identifies a reasonable security concern and notifies the Contractor it wishes to do so. 29