ARCHIVED General Conditions - Professional Services (Medium Complexity)

Legal text for SACC item

Public Works and Government Services Canada

01     Interpretation
02     Standard Clauses and Conditions
03     Powers of Canada
04     Status of the Contractor
05     Conduct of the Work
06     Subcontracts
07     Time of the Essence
08     Excusable Delay
09     Inspection and Acceptance of the Work
10     Invoice Submission
11     Taxes
12     Transportation Costs
13     Payment Period
14     Interest on Overdue Accounts
15     Audit
16     Compliance with Applicable Laws
17     Confidentiality
18     Copyright
19     Government Property
20     Amendment
21     Assignment
22     Suspension of the Work
23     Default by the Contractor
24     Termination for Convenience
25     Right of Set-off
26     Conflict of Interest and Values and Ethics Codes for the Public 
Service
27     No Bribe or Conflict
28     Contingency Fees
29     International Sanctions
30     Code of Conduct for Procurement
31     Harassment in the Workplace
32     Entire Agreement
33     Transportation Carriers' Liability

2010B  01     (2008-05-12)  Interpretation

In the Contract, unless the context otherwise requires:

"Articles of Agreement" means the clauses and conditions incorporated in 
full text or incorporated by reference from the Standard Acquisition 
Clauses and Conditions Manual to form the body of the Contract; it does not 
include these general conditions, any supplemental general conditions, 
annexes, the Contractor's bid or any other document;

"Canada", "Crown", "Her Majesty" or "the Government" means Her Majesty the 
Queen in right of Canada as represented by the Minister of Public Works and 
Government Services and any other person duly authorized to act on behalf 
of that minister or, if applicable, an appropriate minister to whom the 
Minister of Public Works and Government Services has delegated his or her 
powers, duties or functions and any other person duly authorized to act on 
behalf of that minister;

"Contract" means the Articles of Agreement, these general conditions, any 
supplemental general conditions, annexes and any other document specified 
or referred to as forming part of the Contract, all as amended by agreement 
of the Parties from time to time;

"Contracting Authority" means the person designated by that title in the 
Contract, or by notice to the Contractor, to act as Canada's representative 
to manage the Contract;

"Contractor" means the person, entity or entities named in the Contract to 
supply goods, services or both to Canada;

"Contract Price" means the amount stated in the Contract to be payable to 
the Contractor for the Work, exclusive of Goods and Services Tax and 
Harmonized Sales Tax;

"Cost" means cost determined according to Contract Cost Principles 1031-2 
as revised to the date of the bid solicitation or, if there was no bid 
solicitation, the date of the Contract;

"Government Property" means anything supplied to the Contractor by or 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;

"Party" means Canada, the Contractor, or any other signatory to the 
Contract and "Parties" means all of them;

"Work" means all the activities, services, goods, equipment, matters and 
things required to be done, delivered or performed by the Contractor under 
the Contract.

2010B  02     (2008-05-12)  Standard Clauses and Conditions

Pursuant to the Department of Public Works and Government Services Act, S.C. 
1996, c. 16, the clauses and conditions identified by number, date and 
title in the Contract are incorporated by reference and form part of the 
Contract as though expressly set out in the Contract.

2010B  03     (2008-05-12)  Powers of Canada

All rights, remedies, powers and discretions granted or acquired by Canada 
under the Contract or by law are cumulative, not exclusive.

2010B  04     (2008-05-12)  Status of the Contractor

The Contractor is an independent contractor engaged by Canada to perform 
the Work.  Nothing in the Contract is intended to create a partnership, a 
joint venture or an agency between Canada and the other Party or Parties.  
The Contractor must not represent itself as an agent or representative of 
Canada to anyone.  Neither the Contractor nor any of its personnel is 
engaged as an employee or agent of Canada.   The Contractor is responsible 
for all deductions and remittances required by law in relation to its 
employees.

2010B  05     (2008-05-12)  Conduct of the Work

1.     The Contractor represents and warrants that:

       (a)    it is competent to perform the Work;

       (b)    it has everything necessary to perform the Work, including 
              the resources, facilities, labour, technology, equipment, and 
              materials; and

       (c)    it has the necessary qualifications, including knowledge, 
              skill, know-how and experience, and the ability to use them 
              effectively to perform the Work.

2.     The Contractor must:

       (a)    perform the Work diligently and efficiently;

       (b)    except for Government Property, supply everything necessary 
              to perform the Work;

       (c)    use, as a minimum, quality assurance procedures, inspections 
              and controls generally used and recognized by the industry to 
              ensure the degree of quality required by the Contract;

       (d)    select and employ a sufficient number of qualified people;

       (e)    perform the Work in accordance with standards of quality 
              acceptable to Canada and in full conformity with the 
              Specifications and all the requirements of the Contract;

       (f)    provide effective and efficient supervision to ensure that 
              the quality of workmanship meets the requirements of the 
              Contract.

2010B  06     (2008-05-12)  Subcontracts

1.     The Contractor may subcontract the supply of  goods or services that 
       are customarily subcontracted by the Contractor.  In any other 
       instance, the Contractor must obtain the prior consent in writing of 
       the Contracting Authority.  The Contracting Authority may require 
       the Contractor to provide such particulars of the proposed 
       subcontract as he considers necessary.

2.     Subcontracting does not relieve the Contractor from any of its 
       obligations under the Contract or impose any liability upon Canada  
       to a subcontractor.

3.     In any subcontract, the Contractor agrees to bind the subcontractor 
       by the same conditions by which the Contractor is bound under the 
       Contract, unless the Contracting Authority requires or agrees 
       otherwise.

2010B  07     (2008-05-12)  Time of the Essence

It is essential that the Work be performed within or at the time stated in 
the Contract.

2010B  08     (2008-05-12)  Excusable Delay

1.     A delay in the performance by the Contractor of any obligation under 
       the Contract that is caused by an event that:

       (a)    is 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,

       will be considered an "Excusable Delay" if the Contractor advises 
       the Contracting Authority of the occurrence of the delay or of the 
       likelihood of the delay as soon as the Contractor becomes aware of 
       it.  The Contractor must also advise the Contracting Authority, 
       within fifteen (15) working days, of all the circumstances relating 
       to the delay and provide to the Contracting Authority for approval a 
       clear work around plan explaining in detail the steps that the 
       Contractor proposes to take in order to minimize the impact of the 
       event causing the delay.

2.     Any delivery date or other date that is directly affected by an 
       Excusable Delay will be postponed for a reasonable time that will 
       not exceed the duration of the Excusable Delay.

3.     However, if an Excusable Delay has continued for thirty (30) days or 
       more, the Contracting Authority may, by giving notice in writing to 
       the Contractor, terminate the Contract.  In such a case, the Parties 
       agree that neither will make any claim against the other for damages, 
       costs, expected profits or any other loss arising out of the 
       termination or the event that contributed to the Excusable Delay.  
       The Contractor agrees to repay immediately to Canada the portion of 
       any advance payment that is unliquidated at the date of the 
       termination.

4.     Unless Canada has caused the delay by failing to meet an obligation 
       under the Contract, Canada will not be responsible for any costs 
       incurred by the Contractor or any of its subcontractors or agents as 
       a result of an Excusable Delay.

2010B  09     (2008-05-12)  Inspection and Acceptance of the Work

All the Work is subject to inspection and acceptance by Canada. Inspection 
and acceptance of the Work by Canada do not relieve the Contractor of its 
responsibility for defects or other failures to meet the requirements of 
the Contract.  Canada will have the right to reject any work that is not in 
accordance with the requirements of the Contract and require its correction 
or replacement at the Contractor's expense.

2010B  10     (2008-05-12)  Invoice Submission

1.     Invoices must be submitted in the Contractor's name. The Contractor 
       must submit invoices for each delivery or shipment; invoices must 
       only apply to the Contract.  Each invoice must indicate whether it 
       covers partial or final delivery.

2.     Invoices must show:

       (a)    the date, the name and address of the client department, item 
              or reference numbers, deliverable and/or description of the 
              Work, contract number, Client Reference Number (CRN), 
              Procurement Business Number (PBN), and financial code(s);

       (b)    details of expenditures in accordance with the Basis of 
              Payment, exclusive of Goods and Services Tax (GST) or 
              Harmonized Sales Tax (HST) (such as item, quantity, unit of 
              issue, unit price, fixed time labour rates and level of 
              effort, subcontracts, as applicable);

       (c)    deduction for holdback, if applicable;

       (d)    the extension of the totals, if applicable; and

       (e)    if applicable, the method of shipment together with date, 
              case numbers and part or reference numbers, shipment charges 
              and any other additional charges.

3.     If applicable, the GST or HST must be specified on all invoices as a 
       separate item.  All items that are zero-rated, exempt or to which 
       the GST or HST does not apply, must be identified as such on all 
       invoices.

4.     By submitting an invoice, the Contractor certifies that the invoice 
       is consistent with the Work delivered and is in accordance with the 
       Contract.

2010B  11     (2010-08-16)  Taxes

1.     Municipal Taxes
       Municipal Taxes do not apply.

2.     Provincial Taxes

       (a)    Excluding legislated exceptions, federal government 
              departments and agencies are not required to pay any sales 
              tax payable to the province in which the taxable goods or 
              services are delivered.  This exemption has been provided to 
              federal government departments and agencies under the 
              authority of one of the following:

              (i)    Provincial Sales Tax (PST) Exemption Licence Numbers, 
              for the provinces of:

                     Prince Edward Island OP-10000-250
                     Manitoba 390-516-0


              (ii)   for Quebec, Saskatchewan, the Yukon Territory, the 
                     Northwest Territories and Nunavut, an Exemption 
                     Certification, which certifies that the goods or 
                     services purchased are not subject to the provincial/
                     territorial sales and consumption taxes because they 
                     are purchased by the federal government with Canada 
                     funds for the use of the federal government.

       (b)    Currently, in Alberta, the Yukon Territory, the Northwest 
              Territories and Nunavut, there is no general PST.  However, 
              if a PST is introduced in Alberta, the Yukon Territory, the 
              Northwest Territories or Nunavut, the sales tax exemption 
              certificate would be required on the purchasing document.

       (c)    Federal departments must pay the HST in the participating 
              provinces of Newfoundland and Labrador, Nova Scotia,  New 
              Brunswick, Ontario and British Columbia.

       (d)    The Contractor is not exempt from paying PST under the above 
              Exemption Licence Numbers or Exemption Certification.  The 
              Contractor must pay the PST on taxable goods or services used 
              or consumed in the performance of the Contract (in accordance 
              with applicable provincial legislation), including material 
              incorporated into real property.

3.     Changes to Taxes and Duties

       If there is any change to any tax or duty payable to any level of 
       government in Canada after the bid submission date that affects the 
       costs of the Work to the Contractor, the Contract Price will be 
       adjusted to reflect the increase or decrease in the cost to the 
       Contractor.  However, there will be no adjustment for any change 
       that increases the cost of the Work to the Contractor if public 
       notice of the change was given before bid submission date in 
       sufficient detail to have permitted the Contractor to calculate the 
       effect of the change on its cost.  There will be no adjustment if 
       the change takes effect after the date required by the Contract for 
       delivery of the Work.

4.      GST or HST

       The estimated GST or HST, if applicable, is included in the total 
       estimated cost on page 1 of the Contract. The GST or HST is not 
       included in the Contract Price but will be paid by Canada as 
       provided in the Invoice Submission section above.  The Contractor 
       agrees to remit to Canada Revenue Agency any amounts of GST and HST 
       paid or due.

5.     Tax Withholding of 15 Percent

       Pursuant to the Income Tax Act, 1985, c. 1 (5th Supp.) and the 
       Income Tax Regulations, Canada must withhold 15 percent of the 
       amount to be paid to the Contractor in respect of services provided 
       in Canada if the Contractor is a non-resident unless the Contractor 
       obtains a valid waiver.  The amount withheld will be held on account 
       for the Contractor in respect to any tax liability which may be owed 
       to Canada.

2010B  12     (2010-01-11)  Transportation Costs

If transportation costs are payable by Canada under the Contract and the 
Contractor makes the transportation arrangements, shipments must be made by 
the most direct and economical means consistent with normal shipping 
practice.  The costs must be shown as a separate item on the invoice.

2010B  13     (2008-05-12)  Payment Period

1.     Canada's standard payment period is thirty (30) days.  The payment 
       period is measured from the date an invoice in acceptable form and 
       content is received in accordance with the Contract or the date the 
       Work is delivered in acceptable condition as required in the 
       Contract, whichever is later. A payment is considered overdue on the 
       31st day following that date and interest will be paid automatically 
       in accordance with the section 14.

2.     If the content of the invoice and its substantiating documentation 
       are not in accordance with the Contract or the Work is not in 
       acceptable condition, Canada will notify the Contractor within 
       fifteen (15) days of receipt.  The 30-day payment period begins upon 
       receipt of the revised invoice or the replacement or corrected Work.  
       Failure by Canada to notify the Contractor within fifteen (15) days 
       will only result in the date specified in subsection 1 to apply for 
       the sole purpose of calculating interest on overdue accounts.

2010B  14     (2008-12-12)  Interest on Overdue Accounts

1.     For the purpose of this section:

       "Average Rate" means the simple arithmetic mean of the Bank Rates in 
       effect at 4:00 p.m. Eastern Time each day during the calendar month 
       immediately before the calendar month in which payment is made;

       "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 to pay any amount under the 
       Contract;

       an amount becomes "overdue" when it is unpaid on the first day 
       following the day on which it is due and payable according to the 
       Contract.

2.     Canada will pay to the Contractor simple interest at the Average 
       Rate plus 3 percent per year on any amount that is overdue, from the 
       date that amount becomes overdue until the day before the date of 
       payment, inclusive.  The Contractor is not required to provide 
       notice to Canada for interest to be payable.

3.     Canada will pay interest in accordance with this section only if 
       Canada is responsible for the delay in paying the Contractor.  
       Canada will not pay interest on overdue advance payments.

2010B  15     (2008-05-12)  Audit

The amount claimed under the Contract is subject to government audit both 
before and after payment is made.  The Contractor must keep proper accounts 
and records of the cost of performing the Work and keep all documents 
relating to such cost for six (6) years after it receives the final payment 
under the Contract.

2010B  16     (2008-05-12)  Compliance with Applicable Laws

1.     The Contractor must comply with all laws applicable to the 
       performance of the Contract.  The Contractor must provide evidence 
       of compliance with such laws to Canada at such times as Canada may 
       reasonably request.

2.     The Contractor must obtain and maintain at its own cost all permits, 
       licenses, regulatory approvals and certificates required to perform 
       the Work.  If requested by the Contracting Authority, the Contractor 
       must provide a copy of any required permit, license, regulatory 
       approvals or certificate to Canada.

2010B  17     (2008-05-12)  Confidentiality

1.     The Contractor must keep confidential all information provided to 
       the Contractor by or on behalf of Canada in connection with the Work 
       and all information conceived, developed or produced by the 
       Contractor as part of the Work.  Information provided to the 
       Contractor by or on behalf of Canada must be used solely for the 
       purpose of the Contract and remains the property of Canada.

2.     Subject to the Access to Information Act, R.S.C. 1985, c. A-1, and 
       to any right of Canada under the Contract to release or disclose, 
       Canada agrees not to release or disclose outside the Government of 
       Canada any information delivered to Canada under the Contract that 
       is proprietary to the Contractor or a subcontractor.

3.     The obligations of the Parties set out in this section do not apply 
       to any information where the same information:

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

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

       (c)    is developed by a Party without use of the information of the 
              other Party.

2010B  18     (2008-05-12)  Copyright

1.     Anything that is created or developed by the Contractor as part of 
       the Work under the Contract in which copyright subsists belongs to 
       Canada.  The Contractor must incorporate the copyright symbol and 
       either of the following notices, as appropriate: ©  Her Majesty the 
       Queen in right of Canada (year) or ©  Sa Majesté la Reine du chef du 
       Canada (année).

2.     At the request of the Contracting Authority, the Contractor must 
       provide to Canada, at the completion of the Work or at such other 
       time as the Contracting Authority may require, a written permanent 
       waiver of moral rights as defined in the Copyright Act, R.S., 1985, 
       c. C-42, in a form acceptable to the Contracting Authority, from 
       every author that contributed to the Work.  If the Contractor is an 
       author, the Contractor permanently waives the Contractor's moral 
       rights.

2010B  19     (2008-05-12)  Government Property

The Contractor must take reasonable and proper care of all Government 
Property while it is in its possession or subject to its control.  The 
Contractor is responsible for any loss or damage resulting from its failure 
to do so other than loss or damage caused by ordinary wear and tear.

2010B  20     (2008-05-12)  Amendment

To be effective, any amendment to the Contract must be done in writing by 
the Contracting Authority and the authorized representative of the 
Contractor.

2010B  21     (2008-05-12)  Assignment

1.     The Contractor must not assign the Contract without first obtaining 
       the written consent of the Contracting Authority.  Any assignment 
       made without that consent is void and will have no effect. The 
       assignment will be effective upon execution of an assignment 
       agreement signed by the Parties and the assignee.

2.     Assignment of the Contract does not relieve the Contractor from any 
       obligation under the Contract and it does not impose any liability 
       upon Canada.

2010B  22     (2008-05-12)  Suspension of the Work

The Contracting Authority may at any time, by written notice, order the 
Contractor to suspend or stop the Work or part of the Work under the 
Contract.  The Contractor must immediately comply with any such order in a 
way that minimizes the cost of doing so.

2010B  23     (2008-05-12)  Default by the Contractor

1.     If the Contractor is in default in carrying out any of its 
       obligations under the Contract, the Contracting Authority may, by 
       giving written notice to the Contractor, terminate for default the 
       Contract or part of the Contract.  The termination will take effect 
       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 Contracting Authority within that cure period.

2.     If 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 if 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 down of the Contractor, the Contracting Authority 
       may, to the extent permitted by the laws of Canada, by giving 
       written notice to the Contractor, immediately terminate for default 
       the Contract or part of the Contract.

3.     If Canada gives notice under subsection 1 or 2, the Contractor will 
       have no claim for further payment except as provided in this section.  
       The Contractor will be liable to Canada for all losses and damages 
       suffered by Canada because 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.  The Contractor 
       agrees to repay immediately to Canada the portion of any advance 
       payment that is unliquidated at the date of the termination.

2010B  24     (2008-05-12)  Termination for Convenience

1.     At any time before the completion of the Work, the Contracting 
       Authority may, by giving notice in writing to the Contractor, 
       terminate for convenience the Contract or part of the Contract.  
       Once such a notice of termination for convenience is given, the 
       Contractor must comply with the requirements of the termination 
       notice.  If the Contract is terminated in part only, the Contractor 
       must proceed to complete any part of the Work that is not affected 
       by the termination notice.  The termination will take effect 
       immediately or, as the case may be, at the time specified in the 
       termination notice.

2.     If a termination notice is given pursuant to subsection 1, the 
       Contractor will be entitled to be paid, for costs that have been 
       reasonably and properly incurred to perform the Contract to the 
       extent that the Contractor has not already been paid or reimbursed 
       by Canada.  The Contractor will be paid:

       (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 the termination 
              in accordance with the instructions contained in the 
              termination notice;

       (b)    the Cost to the Contractor plus a fair and reasonable profit 
              for all work terminated by the termination notice before 
              completion; and

       (c)    all costs incidental to the termination of the Work incurred 
              by the Contractor but not including the cost of severance 
              payments or damages to employees whose services are no longer 
              required, except wages that the Contractor is obligated by 
              statute to pay.

3.     Canada may reduce the payment in respect of any part of the Work, if 
       upon inspection, it does not meet the requirements of the Contract.

4.     The total of the amounts, to which the Contractor is entitled to be 
       paid under this section, together with any amounts paid, due or 
       becoming due to the Contractor must not exceed the Contract Price.  
       The Contractor will have no claim for damages, compensation, loss of 
       profit, allowance arising out of any termination notice given by 
       Canada under this section except to the extent that this section 
       expressly provides.  The Contractor agrees to repay immediately to 
       Canada the portion of any advance payment that is unliquidated at 
       the date of the termination.

2010B  25     (2008-05-12)  Right of Set-off

Without restricting any right of set-off given 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 the Contract or under any other 
current contract.  Canada may, when making a payment pursuant to the 
Contract, deduct from the amount payable to the Contractor any such amount 
payable to Canada by the Contractor which, by virtue of the right of 
set-off, may be retained by Canada.

2010B  26     (2008-05-12)  Conflict of Interest and Values and Ethics 
                            Codes for the Public Service

The Contractor acknowledges that individuals who are subject to the 
provisions of the Conflict of Interest Act, 2006, c. 9, s. 2, the Conflict 
of Interest Code for Members of the House of Commons, the Values and Ethics 
Code for the Public Service or all other codes of values and ethics 
applicable within specific organizations cannot derive any direct benefit 
resulting from the Contract.

2010B  27     (2008-05-12)  No Bribe or Conflict

1.     The Contractor declares 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.

2.     The Contractor must not influence, seek to influence or otherwise 
       take part in a decision of Canada knowing that the decision might 
       further its private interest.  The Contractor must have no financial 
       interest in the business of a third party that causes or would 
       appear to cause a conflict of interest in connection with the 
       performance of its obligations under the Contract.  If such a 
       financial interest is acquired during the period of the Contract, 
       the Contractor must immediately declare it to the Contracting 
       Authority.

3.     The Contractor warrants that, to the best of its knowledge after 
       making diligent inquiry, no conflict exists or is likely to arise in 
       the performance of the Contract.  In the event the Contractor 
       becomes aware of any matter that causes or is likely to cause a 
       conflict in relation to the Contractor's performance under the 
       Contract, the Contractor must immediately disclose such matter to 
       the Contracting Authority in writing.

4.     If the Contracting Authority is of the opinion that a conflict 
       exists as a result of the Contractor's disclosure or as a result of 
       any other information brought to the Contracting Authority's 
       attention, the Contracting Authority may require the Contractor to 
       take steps to resolve or otherwise deal with the conflict or, at its 
       entire discretion, terminate the Contract for default.  Conflict 
       means any matter, circumstance, interest, or activity affecting the 
       Contractor, its personnel or subcontractors, which may or may appear 
       to impair the ability of the Contractor to perform the Work 
       diligently and independently.

2010B  28     (2008-12-12)  Contingency Fees

The Contractor certifies that it has not, directly or indirectly, paid or 
agreed to pay and agrees that it will not, directly or indirectly, pay a 
contingency fee for the solicitation, negotiation or obtaining of the 
Contract to any person, other than an employee of the Contractor acting in 
the normal course of the employee's duties.  In this section, "contingency 
fee" means any payment or other compensation that depends or is calculated 
based on a degree of success in soliciting, negotiating or obtaining the 
Contract and "person" includes any individual who is required to file a 
return with the registrar pursuant to section 5 of the Lobbying Act, 1985, 
c. 44 (4th Supplement).

2010B  29     (2010-01-11)  International Sanctions

1.     Persons in Canada, and Canadians outside of Canada, are bound by 
       economic sanctions imposed by Canada.  As a result, the Government 
       of Canada cannot accept delivery of goods or services that originate, 
       either directly or indirectly, from the countries or persons subject 
       to economic sanctions.

2.     The Contractor must not supply to the Government of Canada any goods 
       or services which are subject to economic sanctions.

3.     The Contractor must comply with changes to the regulations imposed 
       during the period of the Contract.  The Contractor must immediately 
       advise Canada if it is unable to perform the Work as a result of the 
       imposition of economic sanctions against a country or person or the 
       addition of a good or service to the list of sanctioned goods or 
       services.  If the Parties cannot agree on a work around plan, the 
       Contract will be terminated for the convenience of Canada in 
       accordance with section 24.

2010B  30     (2010-01-11)  Code of Conduct for Procurement

The Contractor certifies that it has read the Code of Conduct for 
Procurement and agrees to be bound by its terms.

2010B  31     (2008-05-12)  Harassment in the Workplace

1.     The Contractor acknowledges the responsibility of Canada to ensure, 
       for its employees, a healthy work environment, free of harassment.  
       A copy of the Policy on the Prevention and Resolution of Harassment 
       in the Workplace, which is also applicable to the Contractor, is 
       available on the Treasury Board Web site.

2.     The Contractor must not, either as an individual, or as a corporate 
       or unincorporated entity, through its employees or subcontractors, 
       harass, abuse, threaten, discriminate against or intimidate any 
       employee, contractor or other individual employed by, or under 
       contract with Canada.  The Contractor will be advised in writing of 
       any complaint and will have the right to respond in writing.  Upon 
       receipt of the Contractor's response, the Contracting Authority will, 
       at its entire discretion, determine if the complaint is founded and 
       decide on any action to be taken.

2010B  32     (2008-05-12)  Entire Agreement

The Contract constitutes the entire and only agreement between the Parties 
and supersedes all previous negotiations, communications and other 
agreements, whether written or oral, 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.

2010B  33     (2010-01-11)  Transportation Carriers' Liability

The federal government's policy of underwriting its own risks precludes 
payment of insurance or valuation charges for transportation beyond the 
point at which ownership of goods passes to the federal government 
(determined by the FOB point or Incoterms).  Where increased carrier 
liability is available without charge, the Contractor must obtain the 
increased liability for shipment.