GENERAL CONDITIONS (Solicitations)
GC1INTERPRETATION
1.1In this Contract;
1.1.1.“Contract” means the Contract documents referred to in the Articles of Agreement;
1.1.2.“Contracting Authority” an employee of the Corporation responsible for all queries related to the terms of the Contract and for its amendments; has the sole power to authorize any changes to the Contract; has the sole power to contractually bind the Corporation; is responsible for dispute resolutions arising out of the Contract;
1.1.3.“Corporation” includes a person acting for, or appointed for the purpose of this contract;
1.1.4. “Cost of the Work” has the meaning set out in Fees and Disbursement.
1.1.5. “Corporate Representative” the project authority, an employee of the Corporation designated by the Articles of Contract to manage the Work under this Contract and includes a person authorized by the Corporate Representative to perform any of the Corporate Representative's functions under the Contract, is accountable for its complete lifecycle; is responsible for all queries related to the Work; recommends when required and with proper justifications, the granting of extensions and / or amendments to the Contract; certifies the Contractor’s invoices that work has been completed in according to the Contract; authorizes the project closure; produces and communicates Contractor’s performance data. “Period of Contract” means the dates when the Corporation gives notice to commence work once both parties have signed the Contract. Also identifies when contract is to terminate;
1.1.6.“Inventions” means any new and useful art, process, machine, manufacture or composition of matter, or any new and useful improvement thereof;
1.1.7.“Project” means the project which is the subject of the Work contemplated under this Contract;
1.1.8.“Prototypes” includes models, patterns and samples;
1.1.9. “Site” includes the actual work site and other locations where the checking of materials, equipment and workmanship is carried out.
1.1.10.“Subcontract” includes a Contract let by any subcontractor at any tier for the performance or supply of a part of the Work;
1.1.11.“Subcontractor” means a party who contracts with the Contractor to perform all or any part of the Contractor’s obligations in a particular Contract. The Contractor is accountable for the Work performed by the subcontractor;
1.1.12.“Technical Documentation” means any and all recorded information, including reports, working papers relating to the service which also includes designs, reports either of a technical nature or other, photographs, drawings, plans, specifications, calculated and other data, information and material collected, drawn or produced, including computer print-outs, computer software and source files, whether susceptible to copyright or not,.
1.1.13.“Work”, unless otherwise expressed in this Contract, means everything that is necessary to be done, furnished or delivered by the Contractor to perform the Contractor's obligations under the Contract;
GC2RETAINER
2.1The Corporation hereby retains the services of the Contractor in connection with the Project and the Contractor hereby agrees to provide the services described herein in APPENDIX B under the general direction and control of the Corporation.
GC3SERVICES
3.1The services to be provided by the Contractor to the Corporation are set forth in APPENDIX B and such services as changed, altered or added to under GC9 and GC31.2 are hereinafter called the “Services”.
GC4STAFF and METHODS
4.1The Contractor shall perform the Services under this Contract with that degree of care, skill and diligence normally provided in the performance of such services as contemplated by the Contract at the time such services are rendered and as required by regulations. The Contractor shall employ only competent staff who will be under the supervision of a member of the Contractor's staff.
GC5DRAWINGS and DOCUMENTS
5.1Drawings and documents or copies thereof required for the Project shall be exchanged between the parties on a reciprocal basis.
GC6ASSIGNMENT
6.1This Contract shall not be assigned in whole or in part by the Contractor without the prior written consent of the Corporation and any assignment made without that consent is void and of no effect.
6.2No assignment of this Contract shall relieve the Contractor from any obligation under this Contract or impose any liability upon Her Majesty or the Corporation.
6.3This indemnity shall continue to apply after termination of the Agreement and any applicable period of prescription shall not commence to run until the Corporation has received notice of any infringement claims.
GC7SUB-CONTRACTORS
7.1The Contractor may engage others as sub-contractors for specialized services provided that prior approval is obtained, in writing, from the Corporation.
GC8INSPECTION
8.1The Corporation, or persons authorized by the Corporation, shall have the right, at all reasonable times, to inspect or otherwise review the Services performed, or being performed, under the Project and the Site where they are being performed.
GC9ESTIMATES, SCHEDULES and STAFF LIST
9.1When requested by the Corporation, and where payment is calculated on a time basis, the Contractor shall provide, for approval by the Corporation:
(a)An estimate of the total fees to be paid for the Services.
(b)A Schedule showing an estimate of the portion of the Services to be completed in each month and an estimate of the portion of the fee which will be payable for each such month.
(c)A staff list showing the number and hourly rate ranges for staff, for which the Contractor will seek payment on a time basis. The Contractor shall relate such information to the particular type of work that such staff is to perform, while employed on the Project.
9.2The Contractor will require prior written approval, from the Corporation for any of the following changes:
(a)Any increase in the estimated fees beyond those approved under GC9.1(a).
(b)Any change in the schedule at progress which results in a longer period than provided in GC9.1(b).
(c)Any change in the number, classification and hourly rate ranges of the staff provided under GC9.1(c).
9.3When requested by the Corporation, the Contractor shall provide the Corporation with a written report showing the portion of the Services completed in the preceding month.
GC10COMPLIANCE WITH APPLICABLE LAWS
10.1In performing its obligation under this Contract, the Contractor hereby undertakes to comply with all laws, regulations, ordinances and codes established from time to time by any federal, provincial, municipal or other governmental authority relating to the Work.
GC11EXCUSABLE DELAY
Time shall be of essence of this Contract, provided that:
11.1Any delay by the Contractor in performing the Contractor's obligations under this Contract which is caused by an event beyond the control of the Contractor which could not have been reasonably foreseen by the Contractor and which could not have been avoided by the Contractor without incurring unreasonable cost through the use of work-around plans including alternative sources or other means, constitutes an excusable delay. Strikes and labour disputes, which are not trade specific, shall not be considered an event leading to an excusable delay.
11.2The Contractor shall give notice to the Corporation immediately after the occurrence of the event that causes the excusable delay. The Notice shall state the cause and circumstances of the delay and indicate the portion of the Work affected by the delay. When requested to do so by the Corporate Representative, the Contractor shall deliver a description, in a form satisfactory to the Corporation, of work-around plans including alternative sources and any other means that the Contractor will utilize to overcome the delay and endeavour to prevent any further delay. Upon approval in writing by the Corporation of the Work-around plans, the Contractor shall implement the Work-around plans and use all reasonable means to recover any time lost as a result of the excusable delay.
11.3Unless the Contractor complies with the notice requirements set forth in this Contract and complies with the Work-around plan approved by the Corporation, any delay that would constitute an excusable delay shall be deemed not to be an excusable delay.
11.4Notwithstanding that the Contractor has complied with the requirements of GC11.3, the Corporation may exercise any right of termination contained in GC13.
11.5The Corporation acknowledges that the Contractor will not be held responsible for significant delays caused by the Corporation. The Corporation covenants to advise the Contractor of anticipated significant delays within a reasonable time after becoming aware of such delay.
GC12TERMINATION OR SUSPENSION FOR CONVENIENCE
12.1The Corporation may, at any time and for whatever reason by giving notice to the Contractor, terminate or suspend this Contract with respect to all or any part or parts of the Work not completed.
12.2All Work completed by the Contractor to the satisfaction of the Corporation before the giving of such notice shall be paid for by the Corporation in accordance with the provisions of this Contract and, for all Work not completed before the giving of such notice, the Corporation shall pay the Contractor's actual costs as determined under the provision, if any, of this Contract relating thereto, and, in addition, an amount representing a fair and reasonable fee in respect of such Work. Where there are no provisions in this Contract respecting the Contractor's cost, the Corporation shall pay such sum as the Corporation shall determine to be the Contractor's reasonable costs.
12.3In addition to the amount which the Contractor shall be paid under GC12.2, the Contractor shall be reimbursed for the Contractor's cost of and incidental to the cancellation of obligations incurred by the Contractor pursuant to such notice and obligations incurred by or to which the Contractor is subject with respect to this Contract.
12.4Payment and reimbursement under the provision of GC12 shall be made only to the extent that it is established to the satisfaction of the Corporation that the cost and expenses were actually incurred by the Contractor and that the same are fair and reasonable and are properly attributable to the termination or suspension of this Contract or the part thereof so terminated.
12.5The Contractor shall not be entitled to be reimbursed any amount which, taken together with any amounts paid or becoming due to the Contractor under this Contract, exceeds the Contract price applicable to the Work or the particular part thereof.
12.6The Contractor shall have no claim for damages, compensation, loss of profit, allowance or otherwise by reason of or directly or indirectly arising out of any action taken or notice given by the Corporation under the provisions of GC12 except as expressly provided herein.
GC13TERMINATION DUE TO DEFAULT OF CONTRACTOR
13.1The Corporation may, by written notice to the Contractor, terminate the whole or any part of this Contract if:
(a)the Contractor becomes bankrupt or insolvent, or a receiving order is made against the Contractor, or an assignment is made for the benefit of creditors, or if an order is made or resolution passed for the winding up of the Contractor, or if the Contractor takes the benefit of any statute for the time being in force relating to bankrupt or insolvent debtors, or
(b)the Contractor fails to perform any of the Contractor’s obligations under this Contract, or, in the Corporation's view, so fails to make progress as to endanger performance of this Contract in accordance with its terms.
13.2In the event that the Corporation terminates this Contract in whole or in part under GC13.1, the Corporation may arrange, upon such terms and conditions and in such manner as the Corporation deems appropriate, for the Work to be completed, and the Contractor shall be liable to the Corporation for any costs relating to the completion of the Work which are in excess of the consideration set forth in Article A3 of this Contract.
13.3Upon termination of this Contract under GC13.1, the Corporation may require the Contractor to deliver and transfer title to the Corporation, in the manner and to the extent directed by the Corporation, of any finished work which has not been delivered and accepted prior to such termination and any materials or work-in-process which the Contractor has specifically acquired or produced for the fulfillment of this Contract. The Corporation shall pay the Contractor for all such finished work delivered pursuant to such direction and accepted by the Corporation, the cost to the Contractor of such finished work and shall pay or reimburse the Contractor the fair and reasonable cost to the Contractor of all materials or work-in-process delivered to the Corporation pursuant to such direction. The Corporation may withhold from the amounts due to the Contractor such sums as the Corporation determines to be necessary to protect the Corporation against excess costs for the completion of the Work.
13.4The Contractor shall not be entitled to be reimbursed any amount which, taken together with any amounts paid or becoming due to the Contractor under the Contract, exceeds the Contract price applicable to the Work or the particular part thereof.
13.5If, after the Corporation issues a notice of termination under GC13.1, it is determined by the Corporation that the default of the Contractor is due to causes beyond the control of the Contractor, such notice of termination shall be deemed to have been issued pursuant to GC12.1 and the rights and obligations of the parties hereto shall be governed by GC12.
GC14INDEMNIFICATION
14.1The Contractor shall indemnify and save harmless Her Majesty and the Corporation, their employees, directors and agents (collectively called the “Indemnified Parties”) from and against all claims, losses, damages, costs, expenses, actions and other proceedings made, sustained, brought, prosecuted, threatened to be brought or prosecuted, in any manner based upon, occasioned by, or attributable to any injury to or death of a person, damage to or loss of property, or any consequential or economic loss arising from any willful or negligent act, omission or delay on the part of the Contractor, the Contractor's servants or agents in performing the Work or as a result of the Work or the performance or purported performance of this Contract.
14.2The Contractor shall indemnify the Indemnified Parties from all costs, charges and expenses whatsoever that one of the Indemnified Parties sustains or incurs in or about all claims, actions, suits and proceedings for the use of the Invention claimed in a patent, or infringement or alleged infringement of any patent or any registered industrial design or any copyright resulting from the performance of the Contractor's obligations under this Contract, and in respect of the use of or disposal by Her Majesty of anything furnished pursuant to this Contract.
14.3The Contractor's liability to indemnify or reimburse Her Majesty and the Corporation under this Contract shall not affect or prejudice Her Majesty or the Corporation from exercising any other rights under law or equity.
GC15INSURANCE
The Contractor shall, at his/her own expense, procure and maintain in force for the duration of this Contract:
15.1Comprehensive / Commercial General Liability insurance, with a minimum limit of “ “ million dollars ($ “ “ ,000,000.00) in Canadian funds including coverage for personal injury, bodily injury (including death) and property damage for any one occurrence or series of occurrences arising from one cause, no aggregate, and with a maximum deductible of two thousand five hundred dollars ($2,500.00). The policy shall provide coverage for, but not be limited to, all premises and operations of the Contractor, non-owned automobile, contractual liability and liability specifically assumed under the Contract. Coverage must not exclude or restrict coverage for abuse claims and certificate must not contain no participant exclusion. The Corporation shall be added to the policy as an additional insured and the policy shall contain a cross-liability clause.
15.2All Risks Property insurance of sufficient limit to cover all property of the Corporation entrusted to the Contractor.
15.3The insurance coverages shall be underwritten by an insurer that is licensed in the provinces in which the Contractor is conducting business under the Contract
15.4The Contractor shall deliver to the Corporation, at the time of the signing of this Contract, a certificate or certificates of insurance as evidence that the required coverages are in effect and that the Corporation shall be given (60) sixty days’ prior written notice of cancellation, or expiry of or material change to, such coverage
15.5The foregoing insurance provision shall not limit the insurance required by law.
15.6The Corporation requires that the Contractor and the Subcontractor(s) be in good standing, maintains good standing as required by legislation and comply with all requirements of the Workplace Safety and Insurance Board (WSIB).
15.7Professional Liability insurance, with a minimum limit of “ “ million dollars ($ , 000,000.00) in Canadian Funds. The Contractor shall deliver to the Corporation at the time of signing of this Contract, a certificate or certificates of insurance as evidence that the required coverages are in effect and that the Corporation shall be given sixty (60) days prior notice of cancellation, or expiry of or material change to, such coverage.
ALL INSURANCE POLICIES TO THE EXTENT OF COVERAGES SHALL COVER THE INDEMNITY AND HOLD HARMLESS PROVISIONS AND OTHER CONTRACTUAL PROVISIONS HEREIN AND SHALL WAIVE ALL RIGHTS OF SUBROGATION AGAINST THE CORPORATION AND ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES OR AS BETWEEN ANY INTEREST COVERED AS ADDITIONAL INSURED.
IT SHALL BE THE SOLE RESPONSIBILITY OF THE CONTRACTOR TO DETERMINE WHAT ADDITIONAL INSURANCE COVERAGE IF ANY, IS NECESSARY AND ADVISABLE FOR ITS OWN PROTECTION AND/OR TO FULFILL ITS OBLIGATIONS UNDER THE CONTRACT. ANY SUCH ADDITIONAL INSURANCE SHALL BE PROVIDED AND MAINTAINED BY THE CONTRACTOR AT ITS OWN EXPENSE.
GC16RECORDS TO BE KEPT BY CONTRACTOR
16.1The Contractor shall keep proper accounts and records of the Cost of the Work and of all expenditures or commitments made by the Contractor including the invoices, receipts and vouchers which shall at all reasonable times be open to audit and inspection by the authorized representatives of the Corporation who may make copies and take extracts therefrom.
16.2The Contractor shall afford facilities for audit and inspection and shall furnish the authorized representatives of the Corporation with such information as the Corporation or they may from time to time require with reference to the documents referred to herein.
16.3The Contractor shall not dispose of the documents referred to herein without the written consent of the Corporation, but shall preserve and keep them available for audit and inspection for such period of time as may be specified elsewhere in the Contract or, in the absence of such specification, for a period of two years following completion of the Work.