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TRA-95 00 30/10/96 Translation
Public Works and Government Services Canada
01 Interpretation
02 Powers of the Minister
03 Status of the Contractor
04 Amendments
05 Conduct of the Work
06 Inspection of the Work
07 Compliance with Applicable Laws
08 Subcontracting
09 Replacement of Personnel
10 Assignment
11 Time is of the Essence
12 Security and Protection of the Work
13 Payment
14 Method of Payment
15 Interest on Overdue Accounts
16 Title
17 Government Property
18 Unauthorized Codes
19 Indemnity Against Third-Party Claims
20 Royalties and Infringement
21 Copyright
22 Suspension of the Work
23 Default by the Contractor
24 Termination for Convenience
25 Accounts and Audit
26 Notice
27 Members of the House of Commons
28 Conflict of Interest
29 Corruption and Conflict of Interest
30 Contingency Fees
31 Survival
32 Severability
33 Successors and Assigns
34 Entire Agreement
TRA-95 01 15/12/95 Interpretation
1. In the Contract, unless the context otherwise requires,
"Canada", "Crown", "Her Majesty" or "the Government" means Her
Majesty the Queen in right of Canada;
"Contract" means the written agreement between the Parties, these
general conditions, any Supplemental General Conditions specified in
the written agreement and every other document specified or referred
to in any of them as forming part of the Contract, all as amended by
agreement of the Parties;
"Contract Price" means the amount expressed in the Contract to be
payable to the Contractor for the Work;
"Contracting Authority" means the person designated as such in the
Contract, or by notice to the Contractor, to act as the
representative of the Minister in the management of the Contract;
"Contractor" means the person or entity whose name appears on the
signature page of the written agreement and who is to supply
services to Canada under the Contract;
"Government Property" means all materials, parts, components,
specifications, equipment, software, documentation, articles and
things supplied to the Contractor on behalf of Canada for the
purposes of performing the Contract and anything acquired by the
Contractor in any manner in connection with the Work the cost of
which is paid by Canada under the Contract;
"Minister" means the Minister of Supply and Services of Canada and
any other person duly authorized to act on behalf of that Minister;
"Moral Rights" has the same meaning as in the Copyright Act, R.S.C.
1985, c. C-42;
"Party" means Canada or the Contractor or any other signatory to
the Contract and "Parties" means all of them;
"Project Authority" means the person designated as such in the
Contract, or by notice to the Contractor, to act as the
representative of the Minister for whose department or agency the
Work is being carried out;
"Subcontract" includes a contract let by any subcontractor at any
tier for the performance or supply of a part of the Work, and
includes a purchase referred to in subsection 8(1) at any such tier,
and the derivatives of the word shall be construed accordingly;
"Work" means the whole of the activities, services, documents,
software, matters and things required to be done, delivered or
performed by the Contractor in accordance with the terms of the
Contract.
2. The headings used in these general conditions are inserted for
convenience of reference only and shall not affect their
interpretation.
3. In the Contract, words importing the singular number include the
plural and vice versa, and words importing the masculine gender
include the feminine gender and the neuter.
TRA-95 02 15/12/95 Powers of the Minister
Every right, remedy, power and discretion vested in or acquired by Canada
or the Minister under the contract or by law shall be cumulative and
non-exclusive.
TRA-95 03 15/12/95 Status of the Contractor
The Contractor is engaged as an independent Contractor for the sole purpose
of performing the Work. Neither the Contractor nor its personnel is
engaged as an employee, servant or agent of Canada. The Contractor is
responsible for all deductions and remittances required by law in relation
to its employees including those required for Canada or Quebec Pension
Plans, unemployment insurance, workers' compensation, or income tax.
TRA-95 04 15/12/95 Amendments
No modification to the Work, or amendment to the Contract shall be binding
unless it is incorporated into the Contract by written amendment executed
by the authorized representatives of the Minister and of the Contractor.
TRA-95 05 15/12/95 Conduct of the Work
1. The Contractor represents and warrants that:
(a) it is qualified to perform the Work; and
(b) it has the necessary qualifications, including knowledge,
skill and experience to perform the Work, together with the
ability to use those qualifications effectively for that
purpose.
2. Except for Government Property specifically provided for in the
Contract, the Contractor shall supply everything necessary for the
performance of the Work, including all the resources, facilities,
labour and supervision, management, services, equipment, inspection
and quality assurance procedures, and planning necessary to perform
the Work.
3. The Contractor shall:
(a) carry out the Work in a diligent and efficient manner;
(b) select and hire sufficient employees or sub-contractors to
carry out the Work, apply effective and efficient quality
assurance and work inspection procedures and provide notably
to its employees administrative services necessary for the
satisfactory conduct of the Work;
(c) perform the Work in accordance with standards of quality
acceptable to the Minister and in full conformity with the
requirements of the Contract; and
(d) agree to comply with the word counting procedures followed by
Canada.
4. The Work shall not be performed by any person who, in the opinion of
the Minister or the Project Authority, is incompetent or has been
conducting himself/herself improperly.
5. The Contractor warrants that all services performed under this
Contract are, at the time of acceptance, in accordance with the
requirements of the present Contract. If the Contractor is required
to correct or replace the Work or any portion thereof, it shall be
at no cost to Canada and any Work corrected or replaced by the
Contractor in accordance with this subsection shall be subject to
all provisions of this Contract to the same extent as Work initially
performed.
6. Unless the Minister orders the Work or a part thereof to be
suspended pursuant to section 22 (Suspension of the Work), the
Contractor shall not stop or suspend any part of the Work pending
the settlement or resolution of any difference between the Parties
arising out of the Contract.
7. The Contractor shall be responsible for pick-up and delivery of the
Work. Unless otherwise indicated, the Work shall be picked up and
delivered during normal working hours.
8. The Work shall be submitted on a prescribed electronic medium and
software, following the layout and format of the original text, and,
unless otherwise provided in the Contract, shall contain no heading,
advertising or information whatsoever that could identify the
Contractor. No handwritten corrections shall be accepted.
9. All French translations shall include all the French accents on the
prescribed electronic medium and software. The Contractor shall
normally reproduce any charts (including figures), unless otherwise
indicated. The word count includes figures, and figures shall be
reproduced.
10. Any diskette submitted shall be formatted in such a way that it can
be used without modification. The layout of the original shall be
followed in every respect. The Contractor shall supply the diskettes.
TRA-95 06 15/12/95 Inspection of the Work
The Work and any and all parts thereof shall be subject to such inspection
as the Contracting Authority determines to be appropriate, consistent with
the relevant provisions of the Contract, if any, prior to acceptance by
Canada. The Contracting Authority, or his representative, shall have
access to the Work at any time during working hours where any part of the
Work is being carried out. Should the Work or any part thereof not be in
accordance with the requirements of the Contract, the Contracting Authority
shall have the right to reject the Work and require its correction or
replacement at the Contractor's expense. The Contracting Authority shall
inform the Contractor of the reasons for any such rejection. Inspection by
the Contracting Authority shall not relieve the Contractor from its
responsibility to meet the requirements of the Contract.
TRA-95 07 15/12/95 Compliance with Applicable Laws
The Contractor shall comply with all laws applicable to the performance of
the Work or any part thereof.
TRA-95 08 15/12/95 Subcontracting
1. Unless otherwise provided in the Contract, the Contractor may
subcontract such portion of the Work as is customary in the carrying
out of similar contracts.
2. In any Subcontract, the Contractor shall, unless the Minister
otherwise consents in writing, ensure that the subcontractor is
bound by terms and conditions compatible with and, in the opinion of
the Minister, not less favourable to Canada than the terms and
conditions of the Contract. Deviations in any Subcontract from the
terms of the Contract, including any right of termination of the
Contract, shall be entirely at the risk of the Contractor.
3. Any consent to a Subcontract shall not relieve the Contractor from
its obligations under the Contract or be construed as authorizing
any liability on the part of Canada or the Minister to a
subcontractor.
TRA-95 09 15/12/95 Replacement of Personnel
1. When specific persons have been named in the Contract as the persons
who shall perform the Work, the Contractor shall provide the
services of the persons so named unless the Contractor is unable to
do so for reasons beyond its control.
2. If, at any time, the Contractor is unable to provide the services of
any specific person named in the Contract, it shall provide a
replacement person with the same qualifications and experience.
3. Before replacing any person named in the Contract, the Contractor
shall give notice to the Minister in writing of:
(a) the reason for the removal of the named person from the Work;
(b) the name, qualifications and experience of the proposed
replacement person; and
(c) proof that the person has the required security clearance
granted by Canada, if applicable.
4. The Contractor shall not, in any event, allow performance of the
Work by unauthorized replacement persons; acceptance of a
replacement person by the Contracting Authority shall not relieve
the Contractor from its responsibility to meet the requirements of
the Contract.
5. The Minister may order the removal from the Work of any such
replacement person and the Contractor shall immediately remove the
person from the Work and shall, in accordance with subsection (2)
and paragraphs (3)(b) and (c), secure a further replacement.
TRA-95 10 15/12/95 Assignment
1. The Contract shall not be assigned, in whole or in part, by the
Contractor without the prior consent in writing of the Minister and
any purported assignment made without that consent is void and of no
effect.
2. No assignment of the Contract shall relieve the Contractor from any
obligation under the Contract or impose any liability upon Canada or
the Minister, unless otherwise agreed to in writing by the Minister.
TRA-95 11 15/12/95 Time is of the Essence
1. Time is of the essence of the Contract.
2. When the performance of the Work or any part of it is delayed or
likely to be delayed owing solely to an event that:
(a) was beyond the reasonable control of the Contractor,
(b) could not reasonably have been foreseen,
(c) could not reasonably have been prevented by means reasonably
available to the Contractor, and
(d) occurred without the fault or neglect of the Contractor,
the Minister may extend the time for completing the Work by a period
equal to the length of the delay so caused provided that prompt
notice of the occurrence causing or likely to cause such delay is
given by the Contractor to the Minister.
TRA-95 12 15/12/95 Security and Protection of the Work
1. The Contractor shall, during the entire period of the Contract, have
a valid security clearance issued by the Industrial and Corporate
Security Directorate (ICSD) at the level required by Canada for
performance of all or part of the Work. Classified documents are to
be delivered solely to those persons holding an appropriate security
clearance, and the Contractor shall ensure that all employees
designated to perform the Work, or who have access to the Work, have
a valid security clearance issued by the ICSD at a level appropriate
to the classification of the Work, for the full term of the Contract.
2. Before being permitted to receive classified documents, the
Contractor shall have a valid security clearance at the appropriate
level issued by the ICSD for its facilities for the full term of the
Contract, and unless it receives authorization in writing to the
contrary from the Project Authority, the Contractor shall not remove
any classified documents from the authorized Work premises and shall
ensure that its employees are aware of and comply with this
requirement.
3. The Contractor shall stamp the appropriate security classification
on the Work produced by the Contractor under the Contract, and shall
neither keep or reproduce classified documents or translations of
these, nor reveal their contents. Upon completion of the Work, all
classified documents provided by Canada or produced by the
Contractor under the Contract, as well as all the rough drafts,
draft notes, working documents and research notes, shall be returned
to the Project Authority. All such documents shall be submitted in
person or sent by courier, enclosed in two envelopes, the inside
envelope being marked at the required security level, and the outer
one bearing only the addresses of the addressee and sender.
4. These clauses shall be included in all Subcontracts requiring access
to classified documents.
TRA-95 13 15/12/95 Payment
1. For all payments claimed, the Contractor shall submit an invoice to
the Contracting Authority. The invoice shall contain the following
information: Contractor's name and address, Contract number,
requisition(s) for services number(s), volume of services provided
(words/hours), rate, total amount claimed and GST.
2. The Goods and Services Tax (GST) shall not be included in the
Contract Price for the Work. Where applicable, the GST will be
included in all invoices and payment claims, and will be covered by
Canada. The Contractor shall agree to return to Revenue Canada any
amount it receives from Canada in GST payments, under the Contract.
3. Notwithstanding any other provision of the Contract, no payment
shall be made to the Contractor unless and until:
(a) an invoice, inspection notes, certificates and any other
documents required by the Contract have been submitted in
accordance with the terms of the Contract and the
instructions of the Minister;
(b) all such documents have been verified by the Minister;
(c) with respect to all parts of the Work in respect of which
payment is claimed, the Contractor, where required to do so,
establishes to the satisfaction of the Minister that such
parts of the Work will be free from all claims, liens,
attachments, charges or encumbrances; and
(d) in the case of payment in respect of finished Work, the
finished Work has been inspected by Canada and accepted as
being in accordance with the Contract.
4. The Minister shall notify the Contractor, within 15 days of receipt
of an invoice, of any inadequacy of the invoice or of the supporting
documentation, and where such notice is given within that period the
date for payment of the amount invoiced shall be postponed until the
Contractor remedies the inadequacy to the satisfaction of the
Minister.
5. The amount claimed by the Contractor under the Contract may be
audited by Canada before or after payment of that amount has been
made to the Contractor. Any payment made prior to the inspection
shall be considered as an interim payment only, and that amount
shall be amended accordingly, on the basis of the findings of the
audit. Where an overpayment has been made, that amount shall be
immediately repaid to Canada by the Contractor.
TRA-95 14 15/12/95 Method of Payment
1. Payment by Canada for the Work shall be made:
(a) within thirty days following the date on which all the
completed Work, or parts thereof in the case of progress
payments, has been delivered to the location designated in
the Contract; or
(b) within thirty days following the date on which an invoice and
substantiating documentation are received according to the
terms of the Contract;
whichever date is the later.
TRA-95 15 30/10/96 Interest on Overdue Accounts
1. For the purposes of this section:
"Average Rate" means the simple arithmetic mean of the Bank Rates in
effect at 4:00 Eastern Standard Time each day during the calendar
month which immediately precedes the calendar month in which payment
is made, where the "Bank Rate" means the rate of interest
established from time to time by the Bank of Canada as the minimum
rate at which the Bank of Canada makes short term advances to
members of the Canadian Payments Association.
"date of payment" means the date of the negotiable instrument drawn
by the Receiver General for Canada and given for payment of an
amount due and payable;
an amount is "due and payable" when it is due and payable by Canada
to the Contractor in accordance with the terms of the Contract; and
an amount becomes "overdue" when it is unpaid on the first day
following the day upon which it is due and payable.
2. Subject to the Contract, Canada shall be liable to pay to the
Contractor simple interest at the Average Rate plus 3 percent per
annum on any amount that is overdue, from the date such amount
becomes overdue until the day prior to the date of payment,
inclusive. Interest shall be paid without notice from the Contractor
except in respect of payment which is less than fifteen (15) days
overdue. No interest will be payable or paid in respect of payment
made within such fifteen (15) days unless the Contractor so requests
after payment has become due.
3. Canada shall not be liable to pay interest in accordance with this
section if Canada is not responsible for the delay in paying the
Contractor.
4. Canada shall not be liable to pay interest on overdue advance
payments.
TRA-95 16 15/12/95 Title
1. Except as otherwise provided in the Contract and except as provided
in subsection (2), title to the Work or any part thereof shall vest
in Canada upon delivery and acceptance thereof by or on behalf of
Canada.
2. Upon any payment being made to the Contractor for Work or any part
thereof, either by way of progress payments or accountable advances
or otherwise, title to Work so paid for shall vest in and remain in
Canada unless already so vested under any other provision of the
Contract.
3. Notwithstanding any vesting of title referred to in this section and
except as otherwise provided in the Contract, the risk of loss or
damage to Work or any part thereof so vested shall remain with the
Contractor until its delivery to Canada in accordance with the
Contract.
4. Any vesting of title referred to in subsection (2) shall not
constitute acceptance by Canada of the Work, and shall not relieve
the Contractor of its obligation to perform the Work in accordance
with the Contract.
TRA-95 17 15/12/95 Government Property
1. Unless otherwise provided for in the Contract, all Government
Property shall be used by the Contractor solely for the purpose of
the Contract and shall remain the property of Canada.
2. The Contractor shall take reasonable and proper care of all
Government Property while the same is in or on premises of the
Contractor or otherwise in its possession or subject to its control,
and shall be responsible for any loss or damage resulting from its
failure to do so other than loss or damage caused by ordinary wear
and tear.
3. All Government Property, except such as is installed or incorporated
into the Work, shall, unless otherwise specifically provided in the
Contract, be returned to Canada.
4. At the time of completion of the Contract, and if requested by the
Contracting Authority, the Contractor shall provide an inventory of
all Government Property relating to the Contract to both the
Contracting Authority and the Project Authority.
TRA-95 18 15/12/95 Unauthorized Codes
1. The Contractor guarantees that the diskettes provided to Canada
under the Contract have no viruses or unauthorized codes, whether or
not through fault or negligence on the part of the Contractor.
2. Without limiting the applicability of clause 19, in a case where
Canada suffers damage because of the presence of viruses or
unauthorized codes, the Contractor shall reimburse Canada for all
the expenses incurred by Canada to return its systems to their
initial condition.
TRA-95 19 15/12/95 Indemnity Against Third-party Claims
1. The Contractor shall indemnify and save harmless Canada, the
Minister and their servants or agents from and against any damages,
costs or expenses or any claim, action, suit or other proceeding
which they or any of them may at any time incur or suffer as a
result of or arising out of
(a) any injury to persons (including injuries resulting in death)
or loss of or damage to property of others which may be or be
alleged to be caused by or suffered as a result of the
performance of the Work or any part thereof, except that
Canada and the Minister shall not claim indemnity under this
section to the extent that the injury, loss or damage has
been caused by Canada, and
(b) any liens, attachments, charges or other encumbrances or
claims upon or in respect of any work-in-process or finished
Work furnished to, or in respect of which any payment has
been made by, Canada.
2. The Minister shall give notice to the Contractor of any claim,
action, suit or proceeding referred to in subsection (1) and the
Contractor shall, to the extent requested by the Attorney General of
Canada, at its own expense participate in or conduct the defence of
any such claim, action, suit, or proceeding and any negotiations for
settlement of the same, but the Contractor shall not be liable to
indemnify Canada for payment of any settlement unless it has
consented to the settlement.
TRA-95 20 15/12/95 Royalties and Infringement
1. In this section, "Royalties" includes
(a) fees and all other payments analogous to royalties for, and
also claims for damages based upon, the use or infringement
of any patent, registered industrial design, trade mark,
copyrighted work, trade secret, or other intellectual
property right, and
(b) any costs or expenses incurred as a result of the exercise by
any person of Moral Rights.
2. the Contractor shall indemnify and save harmless Canada, the
Minister and their servants or agents against any claim, action,
suit or other proceeding for the payment of Royalties, that results
from or is alleged to result from the carrying out of the Contract
or the use or disposal by Canada of anything furnished by the
Contractor under the Contract.
3. Canada shall indemnify and save harmless the Contractor and its
servants and agents against any claim, action, suit or other
proceeding for the payment of Royalties, that results from or is
alleged to result from the use by the Contractor in performing the
Contract of material or information not prepared by the Contractor
and supplied to the Contractor by or on behalf of Canada, provided
that the Contractor notifies the Minister immediately of any such
claim, action, suit or other proceeding but Canada shall not be
liable to indemnify or save harmless the Contractor for payment of
any settlement unless Canada has consented to the settlement.
4. The Minister shall give notice to the Contractor of any claim,
action, suit or proceeding referred to in subsection (2) and the
Contractor shall, to the extent requested by the Attorney General of
Canada, at its own expense participate in or conduct the defence of
any such claim, action, suit or proceeding and any negotiations for
settlement of the same, but the Contractor shall not be liable to
indemnify and save harmless Canada for payment of any settlement
unless it has consented to the settlement.
TRA-95 21 15/12/95 Copyright
1. Copyright in the Work shall vest in Canada.
2. The drafts, preliminary versions, technical documents and other
linguistic or terminological research documents developed to execute
the obligations that are the subject of the Contract all belong to
Canada. The Contractor shall not divulge them nor use them
otherwise than to provide the services that are the subject of the
Contract. The Contractor may not, except to the extent that the
performance of the Contract requires it, divulge or publish any
information concerning matters mentioned in this section.
3. At the request of the Minister, the Contractor shall provide to
Canada, at the completion of the Contract or at any other such time
as the Minister may require, a written permanent waiver of Moral
Rights, in a form acceptable to the Minister, from every author that
contributed to the Work.
4. If the Contractor is the author of the Work, the Contractor hereby
permanently waives the Contractor's Moral Rights in respect of the
Work.
TRA-95 22 15/12/95 Suspension of the Work
1. The Minister may at any time, by written notice, order the
Contractor to suspend or stop all or part of the Work under the
Contract. The Contractor shall immediately comply with any such
order in the manner that minimizes the cost of so doing. At any
time during the period of the suspension or stopping of the Work,
the Minister may either rescind the order or terminate the Contract,
in whole or in part, under section 23 (Default by the Contractor) or
terminate it under section 24 (Termination for Convenience).
2. When an order is made under subsection 1, unless the Minister
terminates the Contract by reason of default by the Contractor or
the Contractor abandons the Contract, the Contractor shall be
entitled to be paid its additional costs incurred as a result of the
suspension plus a fair and reasonable profit thereon.
3. When an order is made under subsection (1) and is rescinded:
(a) the Contractor shall as soon as practicable resume Work in
accordance with the Contract;
(b) if the suspension has affected the Contractor's ability to
meet any delivery date under the Contract, the date for the
performance of that part of the Work affected by the
suspension shall be extended for a period equal to the period
of suspension plus a period, if any, which in the opinion of
the Minister following consultation with the Contractor is
reasonably necessary for the Contractor to resume the Work;
and
(c) subject to section 4 (Amendments), an equitable adjustment
shall be made as necessary to affected terms and conditions
of the Contract.
TRA-95 23 15/12/95 Default by the Contractor
1. Where the Contractor is in default in carrying out its obligations
under the Contract, the Minister may, upon giving written notice to
the Contractor, terminate for default the whole or any part of the
Contract, either immediately or at the expiration of a cure period
specified in the notice if the Contractor has not cured the default
to the satisfaction of the Minister within that cure period.
2. Where the Contractor becomes bankrupt or insolvent, makes an
assignment for the benefit of creditors, or takes the benefit of any
statute relating to bankrupt or insolvent debtors, or where a
receiver is appointed under a debt instrument or a receiving order
is made against the Contractor, or an order is made or a resolution
passed for the winding up of the Contractor, the Minister may, to
the extent permitted by the laws of Canada, upon giving notice to
the Contractor, immediately terminate for default the whole or any
part of the Contract.
3. Upon the giving of a notice provided for in subsection (1) or (2),
the Contractor shall have no claim for further payment other than as
provided in this section, but shall be liable to Canada for any
amounts, including milestone payments, paid by Canada and for all
losses and damages which may be suffered by Canada by reason of the
default or occurrence upon which the notice was based, including any
increase in the cost incurred by Canada in procuring the Work from
another source or calling upon its internal resources. The
Contractor agrees to repay immediately to Canada the portion of any
advance payment that is unliquidated at the date of the termination.
Nothing in this section affects any obligation of Canada under the
law to mitigate damages.
4. Upon termination of the Contract under this section, the Minister
may require the Contractor to deliver to Canada, in the manner and
to the extent directed by the Minister, any completed parts of the
Work which have not been delivered and accepted prior to the
termination and any materials or work-in-process which the
Contractor has produced specifically in the fulfilment of the
Contract.
5. Subject to the deduction of any claim that Canada may have against
the Contractor arising under the Contract or out of the termination,
Canada shall pay or credit to the Contractor the value, determined
on the basis of the Contract Price, including the proportionate part
of the Contractor's profit or fee included in the Contract Price, of
all completed parts of the Work delivered to Canada pursuant to a
direction under subsection (4) and accepted by Canada, and shall pay
or credit to the Contractor the Cost to the Contractor that the
Minister considers reasonable in respect of all materials and
work-in-process delivered to Canada pursuant to a direction under
subsection (4) and accepted by Canada, but in no event shall the
aggregate of the amounts paid by Canada under the Contract to the
date of termination and any amounts payable pursuant to this
subsection exceed the Contract Price.
6. Titles to all materials, work-in-process and finished Work, in
respect of which payment is made to the Contractor shall, upon such
payment being made, pass to and vest in Canada unless already so
vested under any other provision of the Contract, and such materials,
work-in-process and finished Work shall be delivered according to
the order of the Minister, but Canada will not accept and will not
pay for those that would not have been required to perform the Work
or that exceed what would have been required to perform the Work.
7. Where, subsequent to issuance of an order pursuant to subsection (1),
the Minister is satisfied that grounds did not exist for a
termination under this section, the notice shall be deemed a notice
of termination for convenience issued under subsection 24(1)
(Termination for Convenience).
TRA-95 24 15/12/95 Termination for Convenience
1. Notwithstanding anything contained in this Contract, the Minister
may, at any time prior to the completion of the Work, by giving
notice to the Contractor (in this section sometimes referred to as a
"termination notice"), terminate the Contract as regards all or any
part of the Work not completed. Upon a termination notice being
given, the Contractor shall cease work in accordance with and to the
extent specified in the notice, but shall proceed to complete any
such part or parts of the Work as are not affected by the
termination notice. The Minister may, at any time or from time to
time, give one or more additional termination notices with respect
to any or all parts of the Work not terminated by any previous
termination notice.
2. In the event of a termination notice being given pursuant to
subsection (1), the Contractor shall be entitled to be paid, to the
extent that costs have been reasonably and properly incurred for
purposes of performing the Contract and to the extent that the
Contractor has not already been so paid or reimbursed by Canada
including the unliquidated portion of any advance payment:
(a) on the basis of the Contract Price, for all completed Work
that is inspected and accepted in accordance with the
Contract, whether completed before, or after and in
compliance with the instructions contained in, the
termination notice;
(b) the cost to the Contractor plus a fair and reasonable profit
thereon, for all Work terminated by the termination notice
before completion, the cost to the Contractor being
determined in accordance with the terms of the Contract;
(c) all Costs of and incidental to the termination of the Work or
part thereof, including the Cost of cancellation of
obligations incurred by the Contractor with respect to the
terminated Work or part thereof, but not including the cost
of severance payments or damages to employees whose services
are no longer required by reason of the termination except
wages that the Contractor is obligated by statute to pay them
and except for reasonable severance payments or damages paid
to employees hired to perform the Contract whose hiring was
expressly required by Contract or approved in writing by the
Minister for the purpose of the Contract.
3. The Minister may reduce the payment in respect of any of the Work to
the extent that, upon inspection, it is deficient in meeting the
requirements of the Contract.
4. Notwithstanding anything in subsection (2), the total of the amounts
to which the Contractor is entitled under paragraphs 2 (a) and (b),
together with any other amounts paid or due to the Contractor under
other provisions of the Contract, shall not exceed the Contract
Price or the portion thereof that is applicable to the part of the
Work that is terminated, and shall not exceed the proportion of the
price quoted by the Contractor for all the Work that is reasonably
attributable to the proportion of the Work performed to the
effective date of the termination.
5. In the subcontracting of any of the Work, the Contractor shall,
unless otherwise authorized by the Minister, place Subcontracts on
terms that will enable the Contractor to terminate the same upon
terms and conditions similar in effect to those provided in this
section, and generally the Contractor shall co-operate with the
Minister and do everything reasonably within its power at all times
to minimize the amount of Canada's obligations in the event of a
termination under this section.
6. Title to all equipment, work-in-process and finished Work in respect
of which payment is made to the Contractor shall, upon such payment
being made, pass to and vest in Canada unless already so vested
under any other provision of the Contract, and such work-in-process
and finished Work shall be delivered according to the order of the
Minister, but Canada will not accept and will not pay for
work-in-process that would not have been required to perform the
Work or that exceed what would have been required to perform the
Work.
7. The 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 or termination notice given by
the Minister under this section, except to the extent that this
section expressly provides.
TRA-95 25 15/12/95 Accounts and Audit
1. The Contractor shall keep proper accounts and records of the cost to
the Contractor of the Work and of all expenditures or commitments
made by the Contractor in connection therewith, and shall keep all
invoices, receipts and vouchers relating thereto. The Contractor
shall not, without the prior written consent of the Minister,
dispose of any such accounts, records, invoices, receipts or
vouchers until the expiration of 6 years after final payment under
this Contract, or until the settlement of all outstanding claims and
disputes, whichever is later.
2. All such accounts and records as well as any invoices, receipts and
vouchers shall at all times during the retention period referred to
in subsection (1) be open to audit, inspection and examination by
the authorized representatives of the Minister, who may make copies
and take extracts thereof. The Contractor shall provide all
facilities for such audits and inspections and shall furnish all
such information as the representatives of the Minister may from
time to time require with respect to such accounts, records,
invoices, receipts and vouchers.
TRA-95 26 15/12/95 Notice
Any notice shall be in writing and may be delivered by hand or by courier,
by registered mail, or by facsimile or any other electronic means that
provides a paper record of the text of the notice, addressed to the Party
for whom it is intended at the address in the Contract or at the last
address of which the sender has received notice in accordance with this
section. Any notice shall be deemed to be effective on the day that it is
received at that address.
TRA-95 27 15/12/95 Members of the House of Commons
No member of the House of Commons shall be admitted to any share or part of
the Contract or to any benefit arising from the Contract.
TRA-95 28 01/05/96 Conflict of Interest
1. The Contractor agrees that it is a term of the Contract that no
person who is not in compliance with the provisions of the Conflict
of Interest and Post-Employment Code for Public Office Holders or
the Conflict of Interest and Post-Employment Code for the Public
Service, shall derive any direct benefit from this Contract.
2. No employee of the Government of Canada shall be a party to the
Contract, nor shall derive any benefit whatsoever therefrom, unless
the employee has been so authorized in writing by the Minister who
has jurisdiction over the employee.
TRA-95 29 15/12/95 Corruption and Conflict of Interest
1. The Contractor represents and covenants that it has no financial
interest in any third-party business that might affect its
objectivity in providing the services that are the subject of the
Contract.
2. The Contractor represents and covenants that no bribe, gift, benefit
or other inducement has been or will be paid, given, promised or
offered directly or indirectly to any official or employee of Canada
or to a member of the family of such a person, with a view to
influencing the entry into the Contract or the administration of the
Contract.
TRA-95 30 15/12/95 Contingency Fees
1. The Contractor attests that it has not paid or agreed to pay any
covenants that it will not directly or indirectly pay a contingency
fee for the solicitation, negotiation or obtaining of this Contract
to any person other than an employee acting in the normal course of
the employee's duties.
2. All accounts and records pertaining to payments of fees or other
compensation for solicitation, obtaining or negotiation of the
Contract shall be subject to the Accounts and Audit provisions of
the Contract.
3. If the Contractor certifies falsely under this section or is in
default of the obligations contained therein, the Minister may
either terminate this Contract for default in accordance with the
termination for default provisions of the Contract, or recover from
the Contractor by way of reduction to the Contract Price or
otherwise the full amount of the contingency fee.
4. In this section:
"contingency fee": means any payment or other compensation that is
contingent upon or is calculated upon the basis of a degree of
success in soliciting or obtaining a government contract, or
negotiating the whole or any part of its terms;
"employee": means any person with whom the Contractor has an
employer/employee relationship;
"person": includes an individual or a group, a corporation, a
partnership, an organization and an association and, without
limiting the generality of the preceding, any individual who is
required to submit to the registrar a return under section 5 of the
Lobbyists Registration Act, R.S.C. 1985, c. 44 (4th supplement) and
of any amendment that might be made to it from time to time.
TRA-95 31 15/12/95 Survival
All of the Contractor's obligations of confidentiality and all of the
Contractor's representations and warranties set out in the Contract as well
as the provisions concerning Government Property, indemnity against
third-party claims, royalties and infringement, intellectual property
rights and accounts and audit shall survive the expiry of the Contract or
the termination of the Contract for default, for convenience, or by mutual
consent, as shall any other provision of the Contract which, by the nature
of the rights or obligations set out therein, might reasonably be expected
to be intended to so survive.
TRA-95 32 15/12/95 Severability
If any provision of the Contract is declared by a court of competent
jurisdiction to be invalid, illegal or unenforceable, such provision shall
be severed from the Contract and all other provisions of the Contract shall
remain in full force and effect.
TRA-95 33 15/12/95 Successors and Assigns
The Contract shall ensure to the benefit of, and shall be binding upon, the
successors and permitted assignees of Canada and of the Contractor.
TRA-95 34 15/12/95 Entire Agreement
The Contract constitutes the entire and sole agreement between the Parties
with respect to the subject matter of the Contract and supersedes all
previous negotiations, communications and other agreements, whether written
or oral, relating to it, unless they are incorporated by reference in the
Contract. There are no terms, covenants, representations, statements or
conditions binding on the Parties other than those contained in the
Contract.