ARCHIVED Construction - Fixed Price and Unit Prices

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Legal text for SACC item

1034   00     (2005-12-16)  Construction - Fixed Price and Unit Prices


Public Works and Government Services Canada

01     Interpretation
02     Successors and Assigns
03     Assignment of Contract
04     Subcontracting by Contractor
05     Description of Work All-inclusive
06     No Implied Obligations
07     Time of Essence
08     Indemnification by Contractor
09     Indemnification by Canada
10     Members of House of Commons not to Benefit
11     Notices, Orders, etc., to Contractor
12     Changes in Soil Conditions and Neglect or Delay by Canada
13     Materials, Plant and Real Property Become Property of Canada
14     Materials, Plant and Real Property Supplied by Canada 
15     Extension of Time
16     Taking the Work out of the Contractor's Hands
17     Effect of Taking the Work from Contractor
18     Suspension of Work by the Minister
19     Termination of Contract
20     Provision for Execution of Work
21     Claims Against and Obligations of the Contractor or Subcontractor
22     Execution of Work under Direction of Engineer
23     Clearing of Site
24     Contractor's Superintendent
25     Unsuitable Workmen
26     No Additional Payment for Increased Costs
27     Canadian Labour and Materials (CANCELLED)
28     Security and Protection of the Work
29     Protection of Work and Documents (SUPERSEDED)
30     Public Ceremonies
31     Insurance
32     Insurance Proceeds
33     Precautions against Damage, Infringements of Rights, Fire, etc.
34     Interpretation of Contract by Engineer
35     Rectification of Defects in Work
36     Non-compliance by Contractor
37     Protesting Engineer's Decisions
38     Engineer may order Additional Work, Changes, etc.
39     Cooperation with other Contractors
40     Engineer's Certificates
41     Security Deposit - Forfeiture or Return
42     Security Deposit - Return all or any part thereof
43     Municipal Permits
44     Determination of Cost - Unit Price Table
45     Determination of Cost - Negotiation
46     Determination of Cost - Failing Negotiation
47     Determination of Cost - Clarification of Terms
48     Records to be kept by Contractor
49     Time of Payment
50     Progress Report and Payment thereunder not Binding on Canada
51     Interest on Overdue Accounts
52     Right of Set-off
53     Certification - Contingency Fees
54     Health and Labour Conditions
55     Conflict of Interest



1034   01     (1999-12-13)  Interpretation

1.     In the Contract,

       "Canada", "Crown", or "Her Majesty" means Her Majesty the Queen in 
       right of Canada;

       "Engineer" means the person designated as such by the Minister, and 
       includes a person specially authorized by him to perform, on his 
       behalf, any function under the Contract;

       "herein", "hereby", "hereof", "hereunder" and similar expressions 
       refer to the Contract as a whole and not to any particular 
       subdivision or part thereof;

       "material" includes all materials, commodities, articles and things 
       required to be furnished under the Contract for incorporation in the 
       Work;

       "Minister" includes a person acting for, or if the office is vacant, 
       in the place of such Minister, under the authority of an order of 
       the Governor General of Canada in Council, and also his successors 
       in the office, and his or their lawful deputy;

       "plant" includes all animals, tools, implements, machinery, vehicles, 
       buildings, structures, equipment, articles and things required for 
       the execution of the Work;

       "security deposit" means the security given by the Contractor to 
       Canada in accordance with the Contract;

       "subcontractor" means a person, firm or corporation to whom or to 
       which the Contractor has, pursuant to section 4 of these General 
       Conditions and with the consent of the Engineer, subcontracted the 
       whole or any portion of the Work;

       "superintendent" means the employee of the Contractor who is 
       designated by the Contractor as being in full charge of the field 
       operations of the Contractor for the purposes of the Contract; and

       "Work" includes the whole of the works, materials, matters and 
       things required to be done, furnished and performed by the 
       Contractor under the Contract.

2.     The marginal notes in the Contract form no part of the Contract but 
       shall be deemed to be inserted for the convenience of reference only.

3.     Unless the context otherwise requires, where in the Contract 
       reference is made to a subsection or paragraph, the reference shall 
       be deemed to be a reference to a subsection or paragraph of the 
       section or subsection, as the case may be, in which the reference is 
       made.

4.     In interpreting the Contract in the event of discrepancies or 
       conflicts between anything in the Plans and Specifications and these 
       General Conditions, the General Conditions shall govern.

5.     In interpreting the Plans and Specifications,

       (a)    in the event of discrepancies or conflicts between the Plans 
              and Specifications, the Specifications shall govern;

       (b)    in the event of discrepancies or conflicts between the Plans, 
              the Plans drawn with the largest scale shall govern; and

       (c)    in the event of discrepancies or conflicts between the 
              figured dimensions and scaled dimensions, the figured 
              dimensions shall govern.

1034   02     (1991-06-01)  Successors and Assigns

The Contract shall inure to the benefit of and be binding upon the parties 
hereto and their executors, administrators, successors and assigns.

1034   03     (1991-06-01)  Assignment of Contract

The Contract may not be assigned without the written consent of the 
Minister.
 
1034   04     (1991-06-01)  Subcontracting by Contractor

1.     Neither the whole or any part of the Work may be subcontracted by 
       the Contractor without the written consent of the Minister.

2.     Every subcontracting by the Contractor shall provide that the 
       subcontractor shall comply with all terms and conditions of this 
       Contract which can reasonably be applied to his undertaking.

1034   05     (1991-06-01)  Description of Work All-inclusive

The description of the Work and material set out in the Contract includes 
not only the particular kind of Work and material mentioned but also all 
labour, plant and material necessary for the full execution, completion and 
delivery ready for use of the Work and material.

1034   06     (1999-12-13)  No Implied Obligation

No implied obligation of any kind by or on behalf of Canada shall arise 
from anything in the Contract, and the express covenants and agreements 
herein contained and made by Canada are and shall be the only covenants and 
agreements upon which any rights against Canada are to be founded and, 
without limiting the generality of the foregoing, the Contract supersedes 
all communications, negotiations and agreements, either written or oral, 
relating to work and made prior to the date of the Contract. 

1034   07     (1991-06-01)  Time of Essence

Time is of the essence of the Contract.

1034   08     (1999-12-13)  Indemnification by Contractor

1.     Except as provided in section 9 of the General Conditions, the 
       Contractor shall indemnify and save harmless Canada from and against 
       all claims, demands, losses, costs, damage, actions, suits or 
       proceedings by whomsoever made, brought or prosecuted in any manner 
       based upon, arising out of, related to, occasioned by or 
       attributable to the activities of the Contractor in executing the 
       Work under the Contract or to an infringement or an alleged 
       infringement by the Contractor of a patent of invention.

2.     For the purposes of subsection 1, "activities" includes an act 
       improperly carried out, an omission to carry out an act and a delay 
       in carrying out an act.

1034   09     (2000-12-01)  Indemnification by Canada

Canada shall indemnify and save harmless the Contractor from and against 
all claims, demands, losses, costs, damage, actions, suits or proceedings 
arising out of his activities under the Contract which are directly 
attributable to

(a)    lack of or a defect in, title or an alleged lack of or defect in, 
       title to the site of the Work; or

(b)    an infringement or an alleged infringement of any patent of 
       invention in executing anything for the purposes of the Contract, 
       the model, plan or design of which was supplied by Canada to the 
       Contractor.

1034   10     (1991-06-01)  Members of the House of Commons not to Benefit

No Member of the House of Commons shall be admitted to any share or part of 
the Contract or to any benefit arising therefrom.

1034   11     (1991-06-01)  Notice, Orders, etc., to Contractor

1.     Notices for the purposes of paragraph 16.1.(a) and sections 18 and 
       19 of these General Conditions shall be in writing and shall

       (a)    be delivered to the Contractor in person or, if the 
              Contractor is a corporation or partnership, be delivered to a 
              senior administrative or executive officer of the corporation 
              or partnership; or

       (b)    be sent by mail to the Contractor or his superintendent 
              addressed to the address mentioned in the Contract; 

       and if any question arises as to whether any such notice was 
       communicated to the Contractor, it shall be deemed to have been 
       sufficiently communicated to him;

       (c)    if it was delivered pursuant to paragraph (a), on the day it 
              was delivered; and

       (d)    if it was sent by mail pursuant to paragraph (b), on the day 
              it was received by the Contractor or on the sixth day after 
              it was mailed, whichever is earlier.

2.     Any notice, order, direction, decision or communication other than a 
       notice to which subsection 1 refers, which may be given to the 
       Contractor pursuant to the Contract, may be given in any manner, but 
       it shall be deemed to have been sufficiently communicated to the 
       Contractor if it was put in writing and the writing was

       (a)    delivered to the Contractor in person or, if the Contractor 
              is a corporation or partnership, was delivered to a senior 
              administrative or executive officer of the corporation or 
              partnership;

       (b)    delivered to the Contractor's superintendent;

       (c)    left at the Contractor's office or, if he has more than one 
              office, at one of them; or

       (d)    sent by mail to the Contractor or his superintendent 
              addressed to the address mentioned in the Contract or to the 
              Contractor's last known place of business or residence.

1034   12     (2000-12-01)  Changes in Soil Conditions and Neglect or Delay 
                            by Canada

1.     No payment will be made by Canada to the Contractor in addition to 
       the payment expressly promised by the Contract on account of any 
       extra expense, loss or damage incurred or sustained by the 
       Contractor for any reason including a misunderstanding on the part 
       of the Contractor as to any fact, whether or not such 
       misunderstanding is attributable directly or indirectly to Canada or 
       any of Canada's agents or servants (whether or not any negligence or 
       fraud on the part of Canada's agents or servants is involved) unless, 
       in the opinion of the Engineer, the extra expense, loss or damage is 
       directly attributable to

       (a)    a substantial difference between information relating to soil 
              conditions at the rise of the Work, or a reasonable 
              assumption of fact based thereon, in the Plans and 
              Specifications or other documents or material communicated by 
              Canada to the Contractor for his use in preparing his tender 
              and the real soil conditions encountered at the site of the 
              Work by the Contractor when executing the Work; or

       (b)    neglect or delay occurring after the date of the Contract on 
              the part of Canada in providing any information or in doing 
              any act which the Contract either expressly requires Canada 
              to do or which would be done by an owner, in accordance with 
              the usage of the trade, to enable his Contractor to carry out 
              an undertaking similar to the Work being executed under the 
              Contract for Canada,

       in which case, if the Contractor has given to the Engineer written 
       notice of his claim before the expiration of thirty days from the 
       encountering of the soil conditions giving rise to the claim or from 
       the day on which the neglect occurs or the delay commences, as the 
       case may be, Canada will pay to the Contractor in respect of the 
       additional expense, loss or damage incurred or sustained by reason 
       of that difference, neglect or delay, an amount equal to the cost, 
       calculated in accordance with sections 44 to 47 of these General 
       Conditions, of the additional plant, labour and materials 
       necessarily involved.

2.     If, in the opinion of the Engineer, the Contractor has effected a 
       saving of expenditure by reason of the execution of the Work by the 
       Contractor being rendered less difficult and less costly because the 
       soil conditions actually encountered by the Contractor at the site 
       of the Work when executing the Work are substantially different from 
       soil conditions indicated in information or a reasonable assumption 
       of fact based thereon in the Plans and Specifications or other 
       documents or material communicated by Canada to the Contractor for 
       his use in preparing his tender, the amount set out in the Contract 
       shall be reduced by an amount equal to the saving effected by the 
       Contractor.

3.     Paragraph 1.(a) and subsection 2 are applicable only to a fixed 
       price arrangement. 
4.     If information relating to soil conditions at the site of the Work 
       appeared in the Plans and Specifications or in other documents or 
       material communicated by Canada to the Contractor for his use in 
       preparing his tender and if the real soil conditions encountered at 
       the site of the Work by the Contractor when executing the Work are 
       substantially different from such information, or a reasonable 
       assumption of fact based thereon, so that the cost to the Contractor 
       of executing the Work is directly and substantially increased or 
       decreased by reason of such difference, then the Minister and the 
       Contractor may, by agreement, amend the Unit Price Table so that the 
       benefit of a substantial decrease in cost shall accrue to Canada and 
       the burden of a substantial increase in cost will not be borne by 
       the Contractor.

5.     Subsection 4 is applicable only to a Unit Price Arrangement.

1034   13     (2000-12-01)  Materials, Plant and Real Property Become 
                            Property of Canada

1.     All materials and plant and the interest of the Contractor in all 
       real property, licences, powers and privileges acquired, used or 
       provided by the Contractor for the Work shall, from the time of 
       being so acquired, used or provided, become and they are the 
       property of Canada for the purposes of the Work and they shall 
       continue to be the property of Canada

       (a)    in the case of materials, until incorporated in the Work or 
              until the Engineer indicates that he is satisfied that they 
              will not be required for the Work; and

       (b)    in the case of plant, real property, licences, powers and 
              privileges, until the Engineer indicates that he is satisfied 
              that the interest vested in Canada therein is no longer 
              required for the purposes of the Work.

2.     material or plant that is the property of Canada by virtue of this 
       section shall not be taken away from the site of the Work, or used 
       or disposed of, except for the purposes of the Work, without the 
       consent in writing of the Engineer.

3.     Canada is not liable for loss or damage to material or plant that is 
       the property of Canada by virtue of this section and the Contractor 
       is liable for such loss or damage notwithstanding that the material 
       or plant is the property of Canada.

1034   14     (2000-12-01)  Materials, Plant and Real Property Supplied by 
                            Canada

1.     The Contractor is liable to Canada for loss or damage to material, 
       plant or real property, whether attributable to causes beyond his 
       control or not, supplied or made available by Canada to the 
       Contractor for use in connection with the Work other than loss or 
       damage resulting from and directly attributable to reasonable wear 
       and tear.

2.     The Contractor will not use material, plant or real property to 
       which this section applies, except for the purpose of carrying out 
       this Contract.

3.     When the Contractor has failed, within a reasonable time after being 
       required by the Engineer to do so, to make good any loss or damage 
       for which he is liable under this section, the Engineer may cause 
       the loss or damage to be made good, and the Contractor shall 
       thereupon be liable to her Majesty for the cost thereof and shall, 
       on demand, pay to Canada an amount equal to such cost.

4.     The Contractor shall keep records of material, plant and real 
       property to which this section applies that the Engineer from time 
       to time requires and shall, from time to time as the Engineer 
       requires, satisfy the Engineer that such material, plant and real 
       property are at the place and in the condition that they ought to be.

5.     This section applies to material, plant and real property supplied 
       or made available by Canada to the Contractor for use in connection 
       with the Work.

1034   15     (2000-12-01)  Extension of Time

1.     The Minister may, on the application of the Contractor made before 
       the day fixed by the Contract for completion of the Work or before 
       any new date for completion fixed under this subsection, if in his 
       opinion it is in the public interest, extend the time for completion 
       of the Work by fixing a new day for completion of the Work.
 
2.     Where the Contractor does not complete the Work by the day fixed by 
       the Contract for completion of the Work but does complete the Work 
       thereafter, the Contractor shall pay to Canada.

       (a)    an amount equal to all salaries, wages and travelling 
              expenses paid by Canada to persons superintending the Work 
              during the period of delay;

       (b)    an amount equal to the value to Canada of the use of the 
              completed Work for the period of delay; and

       (c)    an amount equal to all other expenses and damages incurred or 
              sustained by Canada as a result of the Work not being 
              completed during the period of delay.

3.     For the purpose of this section,

       (a)    the Work shall be deemed to be completed on the day the 
              Engineer issues his Interim Certificate of Completion; and

       (b)    "period of delay" means the period commencing on the day 
              fixed by the Contract for completion of the Work and ending 
              on the day immediately preceding the day on which the Work is 
              completed, but excluding therefrom any day within a period of 
              extension granted under subsection 1, if on such day, in the 
              opinion of the Minister, causes beyond the control of the 
              Contractor delayed completion of the Work.

4.     The Minister may, if in his opinion it is in the public interest, 
       waive the right of Canada to the whole or any part of a payment 
       payable pursuant to subsection 2.

1034   16     (2000-12-01)  Taking the Work out of the Contractor's Hands

1.     In any of the following cases, namely,

       (a)    where the Contractor has made default or delayed in 
              commencing or in diligently executing the Work or any portion 
              thereof to the satisfaction of the Engineer and the Minister 
              or the Engineer has given notice thereof to the Contractor 
              and has by such notice required the Contractor to put an end 
              to such default or delay, and such default or delay continues 
              for six days after such notice was communicated;

       (b)    where the Contractor has made default in the completion of 
              the Work, or any portion thereof, within the time limited for 
              such completion by the Contract;

       (c)    where the Contractor has become insolvent;

       (d)    where the Contractor has committed an act of bankruptcy;

       (e)    where the Contractor has abandoned the Work;

       (f)    where the Contractor has made an assignment of the Contract 
              without the required consent; or

       (g)    where the Contractor has otherwise failed to observe or 
              perform any of the provisions of the Contract; 

       the Minister may, without any other authorization, take all or any 
       part of the Work out of the Contractor's hands and may employ such 
       means as he may see fit to complete the Work.

2.     Where the Work or any portion thereof has been taken out of the 
       Contractor's hands under subsection 1, the Contractor shall not, 
       except as provided in subsection 3, be entitled to any further 
       payment, including payments then due and payable but not paid, and 
       the obligation of Canada to make payments as provided for in the 
       Contract shall be at an end and the Contractor shall be liable to 
       and upon demand therefor pay to Canada an amount equal to all loss 
       and damage suffered by Canada by reason of the non-completion of the 
       Work by the Contractor.

3.     Where the Work or any portion thereof has been taken out of the 
       Contractor's hands under subsection 1 and that portion is 
       subsequently completed by Canada, the Engineer shall determine the 
       amount, if any, of holdback and progress claims of the Contractor 
       unpaid at the time of taking the Work out of his hands that in his 
       opinion are not required by Canada for the purposes of the Contract 
       and the Minister shall, if he is of opinion that no financial 
       prejudice to Canada will result, authorize payment of that amount to 
       the Contractor.

1034   17     (2000-12-01)  Effect of Taking the Work from Contractor

1.     The taking of the Work, or any portion thereof, out of the 
       Contractor's hands pursuant to section 16 of the General Conditions 
       does not operate so as to relieve or discharge the Contractor from 
       any obligation under the Contract or imposed upon him by law except 
       the obligation to complete the physical execution of that portion of 
       the Work so taken out of his hands.

2.     If the Work or any part thereof is taken out of the Contractor's 
       hands pursuant to section 16, all materials and plant and the 
       interest of the Contractor in all real property, licences, powers 
       and privileges acquired, used or provided by the Contractor for the 
       purposes of the Work shall, notwithstanding subsection 1 of section 
       13 of these General Conditions, be the property of Canada without 
       compensation to the Contractor.

3.     If the Engineer certifies that any interest in the property of 
       Canada by virtue of subsection 2 is no longer required for the 
       purposes of the Work and that it is not in the interests of Canada 
       to retain the interest, it shall become the property of the 
       Contractor.

1034   18     (1991-06-01)  Suspension of Work by the Minister

1.     The Minister may, when in his opinion it is in the public interest, 
       require the Contractor to suspend execution of the Work, either for 
       a specified or unspecified period, by communicating notice to that 
       effect to the Contractor.

2.     The Contractor, upon receiving notice of the Minister's requirement 
       pursuant to subsection 1, shall suspend all operations except those 
       which, in the Engineer's opinion, are necessary for the care and 
       preservation of the Work, the materials and plant.

3.     During the period of suspension, the Contractor shall not remove 
       from the site any part of the Work, any materials or any plant 
       without the consent of the Engineer.

4.     If the period of suspension is 30 days or less, the Contractor, upon 
       expiration of the period of suspension, shall resume the execution 
       of the Work and he is entitled to be paid the cost, calculated in 
       accordance with sections 44 to 47 of the General Conditions, of any 
       plant, labour and material necessarily involved in complying with 
       the suspension.

5.     If the period of suspension is more than 30 days and if, upon the 
       expiration of the period of suspension, the Minister and the 
       Contractor agree that the execution of the Work be completed by the 
       Contractor, the Contractor shall resume operations and complete the 
       execution of the Work in accordance with any terms and conditions 
       agreed upon by the Minister and the Contractor.

6.     If, upon the expiration of a period of suspension of more than 30 
       days, the Minister and the Contractor do not agree that the Work 
       will be completed by the Contractor or they are unable to agree upon 
       the terms and conditions under which the Contractor will complete 
       the Work, the notice of suspension shall be deemed to be a notice of 
       termination pursuant to section 19.

1034   19     (2000-12-01)  Termination of Contract

1.     The Minister may, at any time by giving notice to that effect, 
       terminate the Contract.

2.     The Contractor will, upon receipt of a notice pursuant to subsection 
       1, cease all operations forthwith.

3.     If the Contract is terminated pursuant to subsection 1, Canada will 
       pay to the Contractor an amount equal to the lesser of 

       (a)    the cost, as agreed upon by the Contractor and the Minister, 
              of all labour, material and plant supplied by the Contractor 
              as at the date of termination or, if the Contractor and the 
              Minister cannot agree, as calculated in accordance with the 
              formula set out in section 46 of the General Conditions, less 
              all amounts already paid to the Contractor by Canada and less 
              all amounts which the Contractor is liable to pay to Canada; 
              and

       (b)    the amount calculated in accordance with the terms of payment 
              which would have been payable to the Contractor had he 
              completed the Work.

4.     If the Contract is terminated pursuant to subsection 1, Canada will 
       pay to the Contractor an amount equal to the cost, as agreed upon by 
       the Contractor and the Minister, of all labour, material and plant 
       supplied by the Contractor as of the date of termination or, if the 
       Contractor and the Minister cannot agree, as calculated in 
       accordance with the formula set out in section 46 of the General 
       Conditions, less all amounts already paid to the Contractor by 
       Canada and less all amounts which the Contractor is liable to pay to 
       Canada.

5.     Subsection 3 is applicable only to a fixed price arrangement and 
       subsection 4 is applicable only to a unit price arrangement.

1034   20     (1991-06-01)  Provision for Execution of Work

The Contractor will provide everything necessary for the execution of the 
Work, except things in respect of which the Contract expressly provides 
otherwise and except the site of the Work if the Work when completed is to 
remain permanently affixed thereon.

1034   21     (2000-12-01)  Claims Against and Obligations of the 
                            Contractor or Subcontractor

1.     Canada may, in order to discharge lawful obligations of and satisfy 
       lawful claims against the Contractor or a subcontractor arising out 
       of the execution of the Work, pay any amount which is due and 
       payable to the Contractor pursuant to the Contract or is payable 
       pursuant to section 41 of the General Conditions following a 
       conversion or a negotiation of the security deposit directly to the 
       obligees of and the claimant against the Contractor or the 
       subcontractor.

2.     A payment made pursuant to subsection 1 is, to the extent of the 
       payment, a discharge of Canada's liability under the Contract to the 
       Contractor.

3.     To the extent that the circumstance of the Work being executed for 
       Canada permits it, the Contractor will comply with all laws in force 
       in the Province where the Work is being executed relating to payment 
       periods, mandatory holdbacks, and creation and enforcement of 
       mechanics' liens or, if such Province is the Province of Quebec, the 
       law relating to privileges.

4.     The Contractor will discharge all lawful obligations of his and will 
       satisfy all lawful claims against him arising out of the execution 
       of the Work, at least as often as the Contract requires Canada to 
       discharge Her obligations to the Contractor.

5.     The Contractor will, whenever so requested by the Engineer, make a 
       statutory declaration deposing to the existence and condition of the 
       obligations and claims referred to in subsection 4.

1034   22     (1991-06-01)  Execution of Work under Direction of Engineer

The Contractor will permit the Engineer to have access to the Work at all 
times during the execution of the Work, will provide the Engineer with full 
information concerning what is being done to execute the Work, and will 
give the Engineer every possible assistance in respect of the performance 
of his duty to see that the Work is executed in accordance with the 
Contract and also in respect of the performance and exercise of the duties 
and powers specially imposed or conferred on him by the Contract.

1034   23     (1991-06-01)  Clearing of Site

The Contractor will, upon completion of the Work, clear and clean the Work 
and its site to the satisfaction of and in accordance with any directions 
of the Engineer. 

1034   24     (1991-06-01)  Contractor's Superintendent

1.     The Contractor will, during working hours, until the Work has been 
       completed, keep on the site of the Work a competent superintendent 
       who has authority to receive on behalf of the Contractor any order, 
       direction or other communication that may be given under the 
       Contract.

2.     The Contractor will, upon the request of the Engineer, remove any 
       superintendent who, in the opinion of the Engineer, is incompetent 
       or has been conducting himself improperly and shall replace a 
       superintendent so removed with another superintendent as described 
       in subsection 1.

 
1034   25     (1991-06-01)  Unsuitable Workmen

The Contractor will, at the request of the Engineer, remove from the Work 
any person employed on the Work who, in the opinion of the Engineer, is 
incompetent or has been conducting himself improperly and the Contractor 
shall not permit a person so removed 
to remain on the site of the Work. 

1034   26     (1991-06-01)  No Additional Payment for Increased Costs

1.     The amount payable to the Contractor under the Contract will not be 
       increased or decreased by reason of any increase or decrease in the 
       cost of the Work brought about by an increase or decrease in the 
       cost of plant, labour, material or the wage rates set out in or 
       prescribed pursuant to the Labour Conditions.

2.     Notwithstanding section 12 and subsection 1 of this section, the 
       amount set out in the Contract shall be adjusted, in the manner 
       provided in subsection 3, in the event of any change in any tax 
       imposed under the Excise Act, the Excise Tax Act, or the Customs 
       Tariff,

       (a)    after the date of the submission by the Contractor of the 
              tender for the Contract; and

       (b)    that applies to the materials incorporated or to be 
              incorporated in the Work and that affects the cost to the 
              Contractor of such materials.

3.     In the event of any change after the date of submission of the 
       tender for the Contract by the Contractor in any tax described in 
       subsection 2 that applies to the materials incorporated or to be 
       incorporated in the Work and that affects the cost to the Contractor 
       of such materials, the amount set out in the Contract shall

       (a)    be increased where the cost to the Contractor of any of the 
              materials has been increased by virtue of the change; or

       (b)    be decreased where the cost to the Contractor of any of the 
              materials has been decreased by virtue of the change, 

       by an amount equal to such amount as it is established upon 
       examination of the relevant records of the Contractor referred to in 
       section 48, represents the increase or decrease, as the case may be, 
       in the cost to the Contractor of the materials involved that is 
       directly attributable to the change in the tax levied on such 
       materials.

4.     For the purpose of determining the adjustment in the amount set out 
       in the Contract by virtue of any change in any tax described in 
       subsection 2, where such tax is changed after the date of submission 
       of the tender by the Contractor but public notice of such change has 
       been given by the Minister of Finance before the date of submission 
       of the tender, the change and such tax shall, for the purposes of 
       this section, be deemed to have occurred before the date of 
       submission of the tender. 

1034   27     (1992-04-01)  Canadian Labour and Materials
CANCELLED.

1034   28     (2000-12-01)  Security and Protection of the Work

1.     The Contractor shall keep confidential all information provided to 
       the Contractor by or on behalf of Canada in connection with the Work, 
       and all information developed by the Contractor as part of the Work, 
       and shall not disclose any such information to any person without 
       the written permission of the Minister, except that the Contractor 
       may disclose to a subcontractor, authorized in accordance with this 
       Contract, information necessary to the performance of the 
       subcontract. This section does not apply to any information that:

       (a)    is publicly available from a source other than the Contractor; 
              or

       (b)    is or becomes known to the Contractor from a source other 
              than Canada, except any source that is known to the 
              Contractor to be under an obligation to Canada not to 
              disclose the information.

2.     When the Contract, the Work, or any information referred to in 
       subsection 1 is identified as TOP SECRET, SECRET, CONFIDENTIAL or 
       PROTECTED by Canada, the Contractor shall, at all times, take all 
       measures reasonably necessary for the safeguarding of the material 
       so identified, including those set out in the Department of Public 
       Works and Government Services Industrial Security Manual and its 
       supplements and any other instructions issued by the Minister.

3.     Without limiting the generality of subsections 1 and 2, when the 
       Contract, the Work, or any information referred to in subsection 1 
       is identified as TOP SECRET, SECRET, CONFIDENTIAL or PROTECTED by 
       Canada, the Minister shall be entitled to inspect the Contractor's 
       premises and the premises of a subcontractor at any tier for 
       security purposes at any time during the term of the Contract, and 
       the Contractor shall comply with, and ensure that any such 
       subcontractor complies with, all written instructions issued by the 
       Minister dealing with the material so identified, including any 
       requirement that employees of the Contractor or of any such 
       subcontractor execute and deliver declarations relating to 
       reliability screenings, security clearances and other procedures.

4.     The Contractor shall safeguard the Work and the Contract, the 
       specifications, plans, drawings and any other information provided 
       by Canada to the Contractor, and shall be liable to Canada for any 
       loss or damage from any causes.

1034   29     (1992-04-01)  Protection of Work and Documents (SUPERSEDED)
This section has been superseded by the revised section 28.

1034   30     (1991-06-01)  Public Ceremonies

1.     The Contractor will not allow or permit any public ceremony in 
       connection with the Work without the permission of the Minister.

2.     The Contractor will not erect or permit the erection of any sign or 
       advertising on the Work without the approval of the Engineer. 

1034   31     (1999-12-13)  Insurance

1.     The Contractor will, at his expense, maintain insurance contracts in 
       a form and with companies approved by the Minister of the nature, in 
       the amounts, for the periods and containing the terms and conditions, 
       if any, set out in the Insurance Schedule.

2.     All fire insurance contracts maintained by the Contractor pursuant 
       to subsection 1 shall provide that the proceeds thereof are payable 
       to Canada.

3.     The Contractor will deposit with the Engineer the originals of all 
       contracts of insurance maintained by the Contractor pursuant to 
       subsection 1 and the Contractor will, when required by the Engineer, 
       submit to him proof that such policies are in force.

4.     Upon application by the Contractor, the Engineer may waive 
       compliance with subsections 2 and 3.

1034   32     (2000-12-01)  Insurance Proceeds

1.     If the Work or any portion thereof is lost or destroyed and monies 
       are paid to Canada in respect of the loss or damage under a contract 
       of fire insurance maintained by the Contractor pursuant to section 
       31 of these General Conditions, the monies will be held by Canada 
       for the purposes of the Contract. 

2.     The Minister may, on behalf of Canada, elect to retain absolutely 
       the monies held under subsection 1 and, in such event, the monies 
       belong absolutely to Canada and

       (a)    the Contractor is liable to Canada in an amount equal to the 
              amount by which the insurance monies payable is less than the 
              loss and damages suffered and sustained by Canada, including 
              costs associated with clearing and cleaning the site of the 
              Work; and 

       (b)    there shall be a financial accounting between Canada and the 
              Contractor in respect of the portion of the Work which was 
              lost or damaged and in respect of which monies have been 
              retained absolutely by Canada and there shall be included in 
              the financial accounting all amounts paid or payable by 
              Canada under the Contract together with all amounts paid or 
              payable by the Contractor under the Contract to Canada and 
              Canada will pay to the Contractor any amount which the 
              financial accounting shows to be payable by Canada to the 
              Contractor under the Contract and similarly the Contractor 
              will pay to Canada any amount which the financial accounting 
              shows to be payable by the Contractor to Canada under the 
              Contract.

3.     Upon payment as required by subsection 2 by Canada or the Contractor, 
       as the case may be, Canada and the Contractor are discharged from 
       all rights and obligations under the Contract in respect of the 
       portion of the Work which was lost or damaged and in respect of 
       which monies have been retained absolutely by Canada, as though such 
       portion of the Work had been fully completed and executed by the 
       Contractor in accordance with the Contract.  

4.     If any election is not made under subsection 2, the Contractor shall 
       restore and replace the portion of the Work lost or damaged and the 
       monies shall be disbursed by Canada to the Contractor in the manner 
       and subject to the terms and conditions governing monies payable 
       under the Contract to the Contractor by Canada, except that for the 
       purpose of monies "100%" shall be substituted in subsection 4 of 
       section 49 of these General Conditions for "95%" and "90%".

1034   33     (1991-06-01)  Precautions Against Damage, Infringements of 
                            Rights, Fire, etc.

1.     The Contractor shall, at his own expense, do whatever is necessary 
       to ensure that

       (a)    no person, property, right, easement or privilege is injured, 
              damaged or infringed by reason of the Contractor's activities 
              under this Contract;

       (b)    pedestrian and other traffic on any public or private road or 
              waterway is not unduly impeded, interrupted or endangered by 
              the execution or existence of the Work and plant;

       (c)    fire hazards are eliminated and in the case of a fire in or 
              about the works that it is promptly extinguished;

       (d)    the health of all persons employed on the Work is not 
              endangered;

       (e)    adequate medical supervision of all persons employed on the 
              Work is maintained;

       (f)    adequate sanitation measures in respect of the Work are taken; 
              and

       (g)    all stakes, buoys, and marks placed on or about the works by 
              or under the authority of the Engineer are protected and are 
              not removed, defaced or altered.

2.     The Engineer may direct the Contractor to do such things and to 
       construct such works which the Engineer considers reasonable and 
       necessary to ensure compliance with or to remedy a breach of 
       subsection 1.

3.     The Contractor will at his own expense comply with a direction of 
       the Engineer made pursuant to subsection 2.

1034   34     (1991-06-01)  Interpretation of Contract by Engineer

1.     If at any time before the Work has been completed and the Engineer 
       has issued his Final Certificate of Completion, any question arises 
       as to whether anything has been done as required by the Contract or 
       as to what the Contractor is required by the Contract to do, and, in 
       particular, and without limiting the generality of the foregoing, as 
       to

       (a)    the meaning of anything in the Plans and Specifications;

       (b)    the meaning to be given to the Plans and Specifications in 
              case of any error therein, an omission therefrom, or an 
              obscurity or discrepancy in their wording or intention;

       (c)    whether the quality or quantity of any material or 
              workmanship meets the requirements of the Contract;

       (d)    whether the plant, materials or workmen provided by the 
              Contractor for executing the Work and carrying out the 
              Contract are adequate to ensure that the Work will be 
              executed in accordance with the Contract and that the 
              Contract will be carried out in accordance with its terms; 
       (e)    what quantity of any kind of Work has been completed by the 
              Contractor; or

       (f)    the timing and scheduling of the various phases of the 
              execution of the Work, 

       the question shall be decided by the Engineer.

2.     The Contractor will construct the Work in accordance with the 
       decisions and directions of the Engineer given under this section 
       and in accordance with any consequential decisions and directions 
       given by the Engineer. 

1034   35     (1991-06-01)  Rectification of Defects in Work

1.     Without restricting any warranty or guarantee implied or stipulated 
       by law, the Contractor will, at his own expense, rectify and make 
       good any defect or fault however caused, that within twelve months 
       from the date of the Engineer's Final Certificate of Completion 
       appears in the Work.

2.     If any defect or fault appears in the Work and the Engineer is of 
       the opinion that it is one which the Contractor, either under 
       subsection 1 or under a warranty or guarantee implied or stipulated 
       by law, is obligated to remedy and make good, the Engineer may 
       direct the Contractor to remedy and make good the defect or fault by 
       giving notice to the Contractor of the existence of the defect or 
       fault and the notice may specify the time within which the defect or 
       fault is to be rectified and made good.

3.     The Contractor will rectify and make good the defect or fault 
       described in a notice given pursuant to subsection 1 within the time 
       specified in the notice.

1034   36     (2000-12-01)  Non-compliance by Contractor

1.     Where the Contractor has failed to comply with any decision or 
       direction given by the Engineer under sections 23, 29, 33, 34 or 35 
       of these General Conditions, the Engineer may employ such methods, 
       as he deems advisable, to do that which the Contractor failed to do.

2.     The Contractor shall, on demand, pay to Canada all costs, expenses 
       and damage incurred or sustained by Canada by reason of the 
       Contractor's non-compliance with any decision or direction given by 
       the Engineer under sections 23, 29, 33, 34 or 35 of these General 
       Conditions and by the action taken by the Engineer pursuant to 
       subsection 1.

1034   37     (2000-12-01)  Protesting Engineer's Decisions

If the Contractor has, within ten days of communication to him by the 
Engineer of any decision or direction of the Engineer under sections 23, 29, 
33, 34 or 35 of these General Conditions, given notice to the Engineer and 
the Minister in writing that the decision or direction of the Engineer is 
accepted under protest, Canada will pay to the Contractor for anything the 
Contractor was required by the Engineer's decision or direction to do 
beyond what the Contract correctly understood and interpreted would have 
required the Contractor to do, the cost calculated in accordance with 
sections 44 to 47 of these General Conditions, of the labour, materials and 
plant necessarily involved in carrying out the decisions or direction.

1034   38     (2000-12-01)  Engineer may order Additional Work, Changes, 
                            etc.

1.     The Engineer may, with the approval of the Minister, at any time 
       before he issues his Final Certificate of Completion, in writing,

       (a)    order Work or material in addition to that provided for in 
              the Plans and Specifications; and

       (b)    dispense with or change the dimensions, character, quantity, 
              quality, description, location or position of the whole or 
              any part of the Work or material provided for in the Plans 
              and Specifications or as ordered pursuant to paragraph (a); 

       and the Contractor will execute the Work in accordance with such 
       orders, dispensations and changes as if the same had appeared in and 
       been part of the Plans and Specifications.

2.     The Engineer shall determine whether anything done or not done by 
       the Contractor pursuant to an order, dispensation or change made by 
       the Engineer pursuant to subsection 1, increased or decreased the 
       cost of the Work to the Contractor. 
3.     If the Engineer determines, under subsection 2, that the cost has 
       been increased, Canada will pay to the Contractor the cost, 
       calculated in accordance with sections 44 to 47 of these General 
       Conditions, of the additional labour, materials and plant 
       necessarily involved.

4.     If the Engineer determines, under subsection 2, that the cost has 
       been decreased, Canada may reduce the amount payable to the 
       Contractor under the Contract by an amount equal to the cost, 
       calculated in accordance with sections 44 to 47 of these General 
       Conditions, of the labour, material and plant necessarily involved.

5.     Subsections 2, 3 and 4 are applicable only to a fixed price 
       arrangement.

1034   39     (2000-12-01)  Cooperation with other Contractors

1.     Where, in the opinion of the Engineer, it is necessary that 
       contracting persons or workmen, with or without plant and materials, 
       be sent on to the site of the Work, the Contractor shall, to the 
       satisfaction of the Engineer, allow them access to the Work and 
       shall cooperate with them in the carrying out of their duties and 
       obligations.

2.     If the sending on to the Work of a contracting firm or workmen under 
       subsection 1 could not have been reasonably foreseen or anticipated 
       by the Contractor when entering into the Contract and if, in the 
       opinion of the Engineer, the Contractor has incurred expense in 
       complying with subsection 1 in respect of that contracting firm or 
       those workmen, Canada, if the Contractor has given to the Engineer 
       and the Minister written notice of his claim before the expiration 
       of thirty days from the sending on to the Work of the contracting 
       firm or workmen involved, shall pay to the Contractor the cost, 
       calculated in accordance with sections 44 to 47 of these General 
       Conditions, of the material, labour and plant necessarily involved. 

1034   40     (2000-12-01)  Engineer's Certificates

1.     On the day that

       (a)    the Work has been completed; and

       (b)    the Contractor has complied with the Contract and all orders 
              and directions made pursuant thereto, 

       to the satisfaction of the Engineer, he shall issue to the 
       Contractor a Final Certificate of Completion.

2.     If the Engineer is satisfied that the Work is substantially 
       completed and is acceptable for use by Canada, he may, at any time 
       before issuance of a Final Certificate of Completion, issue to the 
       Contractor an Interim Certificate of Completion, and shall describe 
       therein the portions of the Work not completed to his satisfaction 
       and all things which must be done by the Contractor before a Final 
       Certificate of Completion can be issued.

3.     The Engineer, before issuing a Final Certificate of Completion, may, 
       in addition to the matters described in the Interim Certificate of 
       Completion, require the Contractor to rectify any other portions of 
       the Work not completed to the satisfaction of the Engineer and to do 
       any other things necessary for the completion of the Work.

4.     The Engineer shall measure and keep records of his measurements of 
       the quantities of labour, material and plant performed, used and 
       supplied by the Contractor in executing the Work and shall, at the 
       request of the Contractor, inform him of his measurements and the 
       Contractor will assist and cooperate with the Engineer in such 
       measuring and is entitled to inspect the records of measurement kept 
       by the Engineer.

5.     On the day that the Engineer issues his Final Certificate of 
       Completion under subsection 1, he shall issue a Final Certificate of 
       Measurement showing the quantity of labour, plant and material 
       performed, used and supplied by the Contractor in executing the Work 
       and all measurements included therein shall be binding upon Canada 
       and the Contractor and are conclusive between them as to the 
       quantity of any labour, plant or material performed, used or 
       supplied by the Contractor in executing the Work.

6.     Subsections 4 and 5 are applicable only to a unit price arrangement.
 
1034   41     (2000-12-01)  Security Deposit - Forfeiture or Return

If the Work is taken out of the Contractor's hands pursuant to section 16 
of these General Conditions or if the Contract is terminated pursuant to 
section 19 of these General Conditions or if the Contractor is in breach of 
or in default under the Contract, Canada may negotiate the security deposit, 
in the case of bonds, or convert the security deposit to Its own use, in 
the case of money, and the amount realized by Canada shall be deemed to be 
a debt payable by Canada to the Contractor and Canada shall have the right 
of set-off and may set-off against the debt any sum or amount which the 
Contractor may be liable to pay to Canada and the balance of the debt, if 
any, after the right of set-off has been exercised, and if such balance, in 
the opinion of the Minister, is not required for the purposes of the 
Contract shall be paid by Canada to the Contractor. 

1034   42     (2000-12-01)  Security Deposit - Return all or any Part 
                            Thereof

1.     Upon the Engineer's Interim Certificate of Completion being issued, 
       Canada will, if the Contractor is not in breach of or in default 
       under the Contract, return to the Contractor that part of the 
       security deposit which, in the opinion of the Minister, is not 
       required for the purposes of the Contract.

2.     If the security deposit was deposited in the Consolidated Revenue 
       Fund of Canada, Canada will pay to the Contractor interest thereon 
       in accordance with the Government Contracts Regulations.

1034   43     (2000-12-01)  Municipal Permits

1.     The Contractor will, within one month from the date of the Contract, 
       tender to the municipal authority an amount equal to all fees and 
       charges which would be payable to the municipal authority in respect 
       of building permits if the Work were being constructed for a person 
       other than Canada.

2.     The Contractor will notify the Minister within ten (10) days of the 
       tender the amount of and whether or not the municipal authority 
       accepted the tender.

3.     If the municipal authority did not accept the tender, the Contractor 
       will deliver to the Minister, within the time limited by subsection 
       2, the amount of the tender.

4.     For the purposes of this section, "municipal authority" means an 
       authority which would have jurisdiction respecting permission to 
       construct the Work if the owner of the Work were not Canada. 

1034   44     (1991-06-01)  Determination of Cost - Unit Price Table

Whenever it is necessary for the purposes of sections 12, 18, 37, 38 and 39 
of these General Conditions to determine the cost of labour, plant or 
material, the Unit Price Table shall be used, that is the cost shall be 
equal to the product of the quantity of such labour, plant or material 
expressed in the unit set out in the Unit Price Table in respect of the 
labour, plant or material involved, multiplied by the price in respect of 
the unit set out in the Unit Price Table. 

1034   45     (1991-06-01)  Determination of Cost - Negotiation

If the method of determination in section 44 of these General Conditions 
cannot be used because the labour, plant or material involved is not 
included in the Unit Price Table, the cost of the labour, plant or material 
for the purposes of sections 12, 18, 37, 38 and 39 of these General 
Conditions shall be the amount agreed upon from time to time by the 
Contractor and the Minister. 

1034   46     (1991-06-01)  Determination of Cost - Failing Negotiations

1.     If the method of determination in section 44 of these General 
       Conditions cannot be used and if the Contractor and the Minister 
       cannot agree as contemplated by section 45 of these General 
       Conditions, the cost of labour, plant or material for the purposes 
       of sections 12, 18, 37, 38 and 39 of these General Conditions shall 
       be equal to the aggregate of

       (a)    all reasonable and proper amounts actually expended by or 
              legally payable by the Contractor in respect of the labour, 
              plant or material which fall within one of the classes of 
              expenditure described in subsection 2 (being costs which are 
              directly attributable to the execution of the Work and are 
              not costs in respect of which the allowance in paragraph (b) 
              is made); and 
       (b)    10% of the total of the expenditures of the Contractor that 
              meet the test in paragraph (a) being an allowance for all 
              other expenditures by the Contractor and for profit and 
              without limiting the generality of the foregoing, being also 
              an allowance for payments and charges relating to overhead, 
              head office expenses and general administration costs of the 
              Contractor, including finance and interest charges.

2.     Classes of expenditure that are allowable are:

       (a)    payments to subcontractors;

       (b)    wages, salaries and travelling expenses of employees of the 
              Contractor while they are actually and properly engaged on 
              the Work other than wages, salaries, bonuses, living and 
              travelling expenses of personnel of the Contractor generally 
              employed at the head office, or at a general office, of the 
              Contractor, unless such personnel is engaged at the site of 
              the Work with the approval of the Engineer;

       (c)    payments for materials necessary for and incorporated in the 
              Work, or necessary for and consumed in the execution of the 
              Work;

       (d)    payments for tools, other than tools customarily provided by 
              tradesmen, necessary for and used in the execution of the 
              Work;

       (e)    payments for preparation, inspection, delivery, installation 
              and removal of plant and materials necessary for the 
              execution of the Work;

       (f)    payments for renting, erecting, maintaining and removing 
              temporary offices, sheds and similar structures necessary for 
              and used by the Contractor in executing the Work;

       (g)    assessments payable under any statutory scheme relating to 
              workmen's compensation, unemployment insurance or holidays 
              with pay;

       (h)    payments for renting plant and allowances for plant owned by 
              the Contractor necessary for the execution of the Work 
              provided that such payments or allowances are reasonable or 
              have been agreed to by the Contractor and the Engineer; and

       (i)    payments made with the approval of the Engineer that are 
              necessary for the execution of the Work. 

1034   47     (1991-06-01)  Determination of Cost - Clarification of Terms

1.     For the purposes of sections 45 and 46 of these General Conditions, 
       "plant" does not include tools.

2.     For the purposes of sections 44, 45 and 46 of these General 
       Conditions, "Unit Price Table" means the table set out in the 
       Contract. 

1034   48     (1991-06-01)  Records to be Kept by Contractor

1.     The Contractor shall maintain full records of his estimates of and 
       actual cost to him of the Work together with all proper tender calls, 
       quotations, contracts, correspondence, invoices, receipts and 
       vouchers relating thereto, shall make them available to audit and 
       inspection by the Minister, or by persons acting on his behalf, 
       shall allow them to make copies thereof and to take extracts 
       therefrom, and shall furnish them with any information which they 
       may require from time to time in connection with such records.

2.     The records maintained by the Contractor pursuant to this section 
       shall be kept intact until the expiration of two years from the date 
       of issuance of the Final Certificate of Completion under subsection 
       1 of section 40 of the General Conditions or until the expiration of 
       such other period as the Minister may direct.

3.     The Contractor shall require all subcontractors and all firms, 
       corporations and persons directly or indirectly controlled by or 
       affiliated with the Contractor and all firms, corporations and 
       persons directly or indirectly having control of the Contractor to 
       comply with subsections 1 and 2 as if they were the Contractor. 
 
1034   49     (2000-12-01)  Time of Payment

1.     For the purposes of this section, "Payment Period" means such 
       interval (if any) as the Contractor and the Minister agree upon.

2.     The Contractor shall, upon the expiration of a Payment Period, 
       deliver to the Engineer a Progress Claim in writing and shall 
       describe therein any portion of the Work completed and any materials 
       delivered to the site of the Work but not incorporated into the Work 
       during the Payment Period in respect of which the Progress Claim is 
       made.  

3.     Within 14 days of receipt by the Engineer of the Progress Claim, the 
       Engineer shall inspect the portion of the Work and the material 
       described therein and shall issue a Progress Report, which may take 
       the form of an endorsement on the Progress Claim, indicating the 
       value of the portion of the Work and the materials described in the 
       Progress Claim which meet with his satisfaction and which, in his 
       opinion, have been completed or delivered in accordance with the 
       Contract and which are not included in any other Progress Report.

4.     Thirty days after the expiration of the fourteen days referred to in 
       subsection (3) and if the Contractor has made and delivered to the 
       Engineer his Statutory Declaration deposing to the fact that as at 
       the date of the immediately preceding Progress Claim, if any, all 
       his lawful obligations to subcontractors, workmen and suppliers of 
       materials in respect of the Work are fully discharged, an amount 
       equal to 95% of the value of the Work and materials as shown in the 
       Progress Report shall become due and be payable by Canada to the 
       Contractor, but where a Labour and Material Payment Bond has not 
       been furnished by the Contractor, the amount payable under this 
       subsection shall be an amount equal to 90% of the value of the Work 
       and materials as shown in the Progress Report.

5.     Upon the expiration of 60 days from the date of issuance of an 
       Interim Certificate of Completion under subsection 2 of section 40 
       of these General Conditions and if the Contractor has made and 
       delivered to the Engineer his Statutory Declaration deposing to the 
       fact that all his lawful obligations to subcontractors, workmen and 
       suppliers of material in respect of the Work are fully discharged, 
       the amount payable under the Contract less the aggregate of

       (a)    all payments made pursuant to subsection 4;

       (b)    an amount equal to double the cost to Canada of completing 
              the items and doing the things described in the Interim 
              Certificate of Completion which, in the opinion of the 
              Engineer, are brought about by defects and faults in the Work; 
              and

       (c)    an amount equal to the cost to Canada of completing the items 
              and doing the things described in the Interim Certificate of 
              Completion other than items or things to which paragraph (b) 
              applies;

       shall become due and be payable by Canada to the Contractor. 

6.     Upon the expiration of 60 (sixty) days from the date of issuance of 
       a Final Certificate of Completion under subsection 1 of section 40 
       of these General Conditions and if the Contractor has made and 
       delivered to the Engineer his Statutory Declaration deposing to the 
       fact that all his lawful obligations and lawful claims against him, 
       arising out of the execution of the Work, have been discharged and 
       satisfied, the amount payable under the Contract less the aggregate 
       of

       (a)    all payments made pursuant to subsection 4; and 

       (b)    all payments made pursuant to subsection 5;

       shall become due and be payable by Canada to the Contractor.

1034   50     (2000-12-01)  Progress Report and Payment thereunder not 
                            Binding on Canada

Neither a Progress Report nor a payment by Canada pursuant to the Contract 
shall be construed as evidence that the Work, material or any part thereof 
is complete, is satisfactory or is in accordance with the Contract.

1034   51     (2000-12-01)  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 p.m. 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.

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.

1034   52     (2000-12-01)  Right of Set-off

1.     Without restricting any right of set-off given or implied by law, 
       Canada may set-off against any amount payable to the Contractor 
       under the Contract, any amount payable to Canada by the Contractor 
       under this Contract or under any current contract and without 
       restricting the generality of the foregoing Canada may, when making 
       payment pursuant to section 49 of these General Conditions, deduct 
       from the amount payable any amount which is then payable to Canada 
       by the Contractor under the Contract or which, by virtue of the 
       right of set-off, may be retained by Canada.

2.     For the purposes of this section "current contract" means:

       (a)    a contract between Canada and the Contractor under which the 
              Contractor has an undischarged obligation to perform or 
              supply Work, labour or materials; or

       (b)    a contract between Canada and the Contractor in respect of 
              which Canada has, since the date of this Contract, exercised 
              the right to take the Work, the subject of that contract, out 
              of the Contractor's hands.  

                      CONSTRUCTION INSURANCE SCHEDULE

This is the Insurance referred to in section 31 of these General Conditions 

1.     The Contractor shall effect and maintain Fire Insurance including 
       supplemental perils during construction on all buildings and 
       structures included in the Work and on all materials, plant or real 
       property at the site of the Work, whether or not such materials, 
       plant or real property shall have been supplied or made available to 
       the Contractor by Her Majesty, in an amount at least equal to the 
       amount of the contract price, less cost of excavation and of brick, 
       stone or concrete foundations, piers or other supports which are 
       below the under-surface of the lowest basement floor or, where there 
       is no basement, which are below the surface of the ground. Unless 
       otherwise instructed by the Minister, the Contractor shall keep such 
       insurance in force until the issuance of the Engineer's Final 
       Certificate of Completion.

2.     Notwithstanding the foregoing provisions, the Contractor shall not, 
       unless otherwise instructed by the Minister, effect Fire Insurance 
       including supplemental perils on Crown-owned buildings and 
       structures which pursuant to this Contract are being repaired, added 
       to, improved, maintained or rehabilitated, but the Contractor may at 
       his option and for his own protection insure the Work being 
       performed in connection with such Crown buildings and structures 
       against loss or damage by fire.

3.     The Contractor shall effect and maintain Boiler and Machinery 
       Insurance for direct damage only, which insurance is to include 
       provision for inspection service; provided however that such Boiler 
       and Machinery Insurance shall not, unless otherwise instructed by 
       the Minister, be effected in respect of Crown-owned buildings and 
       structures which pursuant to this Contract are being repaired, added 
       to, improved, maintained or rehabilitated. 

4.     Liability Insurance in the minimum amounts set out below shall be 
       effected unless otherwise instructed by the Minister. If the 
       Minister directs an increase or decrease in such limits, the 
       contract price shall be adjusted accordingly. Each policy shall 
       provide that, if Canada sustains loss from a risk insured against in 
       circumstances which give Canada a cause of action against the 
       Contractor, the policy shall protect Canada in the same manner as it 
       would any other claimant:

       (a)    General Public Liability to third parties, up to $100,000 for 
              death or injury to any one person arising from one accident 
              and $200,000 for death or injury to more than one person 
              arising from any one accident and Property Damage up to $100,000 
              for damage to property arising from any one accident.  

       (b)    Automobile and other vehicular coverage for Public Liability 
              up to $100,000 for death or injury to any one person arising 
              from one accident and $200,000 for death or injury to more 
              than one person arising from one accident and Property Damage 
              up to $25,000 for any one accident.  

       (c)    Workmen's Compensation Insurance or Employer's Liability 
              Insurance in accordance with the legal requirements of the 
              province or territory where the Work is being carried out.  

5.     The policies covering the above-mentioned insurance shall be issued 
       in the joint names of the Contractor and Canada the Queen in right 
       of Canada as their respective interests may appear and, as provided 
       by subsection 2 of section 31 of these General Conditions, all fire 
       insurance policies shall provide that the proceeds thereof are 
       payable to Canada.

1034   53     (1994-06-06)  Certification - Contingency Fees

1.     The Contractor certifies that it has not directly or indirectly paid 
       or agreed to pay and 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 the 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 a person with whom the Contractor has an employer/
       employee relationship;

       "person" includes an individual or group of individuals, a 
       corporation, a partnership, an organization and an association and, 
       without restricting the generality of the foregoing, includes any 
       individual who is required to file a return with the registrar 
       pursuant to section 5 of the Lobbyist Registration Act, R.S. 1985, c.44 
       (4th Supplement) as the same may be amended from time to time.

1034   54     (2000-12-01)  Health and Labour Conditions

1.     In this section, "Public Entity" means the municipal, provincial or 
       federal government body authorized to enforce any laws concerning 
       health and labour applicable to the performance of the Work or any 
       part thereof.

2.     The Contractor shall comply with all laws concerning health and 
       labour conditions applicable to the performance of the Work or part 
       thereof and shall also require compliance of same by all its 
       subcontractors when applicable.

3.     The Contractor upon any request for information or inspection 
       dealing with the Work by an authorized representative of a Public 
       Entity shall forthwith notify the Engineer.

4.     Evidence of compliance with laws applicable to the performance of 
       the Work or part thereof by either the Contractor or its 
       subcontractor shall be furnished by the Contractor to the Engineer 
       at such time as the Engineer may reasonably request.

1034   55     (2005-12-16)  Conflict of Interest

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, the Values and Ethics 
   Code for the Public Service, or the Defence Administrative Orders and 
   Directives governing Conflict of Interest and Post-Employment, shall 
   derive any direct benefit from this Contract.