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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 Payment Period
13 Interest on Overdue Accounts
14 Audit
15 Compliance with Applicable Laws
16 Liability
17 Government Property
18 Amendment
19 Assignment
20 Suspension of the Work
21 Default by the Contractor
22 Termination for Convenience
23 Right of Set-off
24 Conflict of Interest and Values and Ethics Codes for the Public
Service
25 Contingency Fees
26 International Sanctions
27 Code of Conduct for Procurement
28 Harassment in the Workplace
29 Entire Agreement
2010C 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.
2010C 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.
2010C 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.
2010C 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.
2010C 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.
2010C 06 (2008-05-12) Subcontracts
The Contractor may subcontract the supply of goods or services that are
customarily subcontracted by the Contractor. Subcontracting does not
relieve the Contractor from any of its obligations under the Contract or
impose any liability upon Canada to a subcontractor. 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 agrees otherwise.
2010C 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.
2010C 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.
2010C 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.
2010C 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.
2010C 11 (2008-12-12) 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
Ontario 11708174G
Manitoba 390-516-0
British Columbia R005521
(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 are required to pay the HST in the
participating provinces of Newfoundland and Labrador, Nova
Scotia and New Brunswick.
(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.
2010C 12 (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 13.
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.
2010C 13 (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.
2010C 14 (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.
2010C 15 (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.
2010C 16 (2008-05-12) Liability
The Contractor is liable for any damage caused by the Contractor, its
employees, subcontractors, or agents to Canada or any third party. Canada
is liable for any damage caused by Canada, its employees or agents to the
Contractor or any third party. The Parties agree that no limitation of
liability or indemnity provision applies to the Contract unless it is
specifically incorporated in full text in the Articles of Agreement.
Damage includes any injury to persons (including injury resulting in death)
or loss of or damage to property (including real property) caused as a
result of or during the performance of the Contract.
2010C 17 (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.
2010C 18 (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.
2010C 19 (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.
2010C 20 (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.
2010C 21 (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.
2010C 22 (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.
2010C 23 (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.
2010C 24 (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.
2010C 25 (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).
2010C 26 (2008-05-12) 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.
Details on existing sanctions can be found at:
http://www.dfait-maeci.gc.ca/trade/sanctions-en.asp.
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 22.
2010C 27 (2008-05-12) Code of Conduct for Procurement
The Contractor certifies that it has read the Code of Conduct for
Procurement (http://www.tpsgc-pwgsc.gc.ca/app-acq/cndt-cndct/index-eng.html)
and agrees to be bound by its terms.
2010C 28 (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 Treasury Board policy, 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.
2010C 29 (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.