ARCHIVED General Conditions "C"

Attention! We’ve Moved! The Supply Manual has moved to the CanadaBuys website. Check out the new landing page for the Supply Manual.

Attention! As part of the Acquisitions Program’s transformation agenda, PSPC is planning to archive and migrate the SACC manual to the CanadaBuys website. The SACC manual will continue to be available on the BuyandSell website to ensure continuity of service during this transition period. At this time, an initial version of the archived version of the SACC has been posted on CanadaBuys. We encourage you to go visit the site and get comfortable with the new format of the SACC at the following:

Archived - Standard Acquisition Clauses and Conditions Manual | CanadaBuys

We appreciate your continued feedback and cooperation during this transition.

Archived Content

Information identified as archived is provided for reference, research or recordkeeping purposes. It is not subject to the Government of Canada Web Standards and has not been altered or updated since it was archived. Please contact us to request a format other than those available.

Legal text for SACC item

Public Works and Government Services Canada

GC1    Interpretation
GC2    Successors and Assigns
GC3    Assignment of Contract
GC4    Subcontracting by Contractor
GC5    Amendments
GC6    No Implied Obligations
GC7    Time of the Essence
GC8    Indemnification by Contractor
GC9    Indemnification by Her Majesty
GC10   Members of House of Commons Not to Benefit
GC11   Notices
GC12   Material, Plant and Real Property Supplied by Her Majesty
GC13   Material, Plant and Real Property Become Property of Her Majesty
GC14   Permits and Taxes Payable
GC15   Performance of Work under Direction of Engineer
GC16   Cooperation with Other Contractors
GC17   Examination of Work
GC18   Clearing of Site
GC19   Contractor's Superintendent
GC20   National Security
GC21   Unsuitable Workers
GC22   Increased or Decreased Costs
GC23   Canadian Labour and Material
GC24   Protection of Work and Documents
GC25   Public Ceremonies and Signs
GC26   Precautions against Damage, Infringement of Rights, Fire and Other 
       Hazards
GC27   Insurance
GC28   Insurance Proceeds
GC29   Contract Security
GC30   Changes in the Work
GC31   Interpretation of Contract by Engineer
GC32   Warranty and Rectification of Defects in Work
GC33   Non-Compliance by Contractor
GC34   Protesting Engineer's Decision
GC35   Changes in Soil Conditions and Neglect or Delay by Her Majesty
GC36   Extension of Time
GC37   Assessments and Damages for Late Completion 
GC38   Taking the Work Out of the Contractor's Hands
GC39   Effect of Taking the Work Out of the Contractor's Hands
GC40   Suspension of Work by Minister
GC41   Termination of Contract
GC42   Claims against and Obligations of the Contractor or Subcontractor
GC43   Security Deposit - Forfeiture or Return
GC44   Engineer's Certificate
GC45   Return of Security Deposit
GC46   Clarification of Terms in GC47 to GC50
GC47   Additions or Amendments to Unit Price Table
GC48   Determination of Cost - Unit Price Table
GC49   Determination of Cost Prior to Undertaking Work - Lump Sum
GC50   Determination of Cost Following Completion of Work
GC51   Records to be Kept by Contractor
GC52   Conflict of Interest 
GC53   Contractor's Status
GC54   Human Remains, Archaeological Remain and Items of Historical or 
       Scientific Interest
GC55   Contaminated Site Conditions
GC56   Certification - Contingency Fees


GC1    01/10/94      Interpretation

1.1    In the contract

       1.1.1  where reference is made to a part of the contract by means of 
              numbers preceded by letters, the reference shall be construed 
              to be a reference to the particular part of the contract that 
              is identified by that combination of letters and numbers and 
              to any other part of the contract referred to therein;

       1.1.2  "contract" means the contract documents referred to in the 
              Articles of Agreement;

       1.1.3  "contract security" means any security given by the 
              contractor to Her Majesty in accordance with the contract;

       1.1.4  "Engineer" means the officer or employee of Her Majesty who 
              is designated pursuant to the Articles of Agreement and 
              includes a person specially authorized by the Engineer to 
              perform, on the Engineer's behalf, any of the Engineer's 
              functions under the contract and is so designated in writing 
              to the contractor;

       1.1.5  "material" includes all commodities, articles and things 
              required to be furnished by or for the contractor under the 
              contract for incorporation into the work;

       1.1.6  "Minister" includes a person acting for, or if the office is 
              vacant, in place of the Minister and the Minister's 
              successors in the office, and a lawful deputy and any 
              representative appointed for the purposes of the contract;

       1.1.7  "person" includes, unless the context otherwise requires, a 
              partnership, proprietorship, firm, joint venture, consortium 
              and a corporation;

       1.1.8  "plant" includes all animals, tools, implements, machinery, 
              vehicles, buildings, structures, equipment and commodities, 
              articles and things other than material, that are necessary 
              for the due performance of the contract;

       1.1.9  "subcontractor" means a person to whom the contractor has, 
              subject to GC4, subcontracted the whole or any part of the 
              work;

       1.1.10 "superintendent" means the employee of the contractor who is 
              designated by the contractor to act pursuant to GC19;

       1.1.11 "work" includes, subject only to any express stipulation in 
              the  contract to the contrary, everything that is necessary 
              to be  done, furnished or delivered by the contractor to 
              perform the contract.

1.2    The headings in the contract documents, other than in the Plans and 
       Specifications, form no part of the contract but are inserted for 
       convenience of reference only.

1.3    In interpreting the contract, in the event of discrepancies or 
       conflicts between anything in the Plans and Specifications and the 
       General Conditions, the General Conditions govern.

1.4    In interpreting the Plans and Specifications, in the event of 
       discrepancies or conflicts between

       1.4.1  the Plans and Specifications, the Specifications govern;

       1.4.2  the Plans, the Plans drawn with the largest scale govern; and

       1.4.3  figured dimensions and scaled dimensions, the figured 
              dimensions govern.

GC2    01/10/94      Successors and Assigns

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

GC3    01/10/94      Assignment of Contract

3.1    The contract may not be assigned by the contractor, either in whole 
       or in part, without the written consent of the Minister.

GC4    01/10/94      Subcontracting by Contractor

4.1    Subject to this General Condition, the contractor may subcontract 
       any part of the work.

4.2    The contractor shall notify the Engineer in writing of the 
       contractor's intention to subcontract.

4.3    A notification referred to in GC4.2 shall identify the part of the 
       work, and the subcontractor with whom it is intended to subcontract.

4.4    The Engineer may object to the intended subcontracting by notifying 
       the contractor in writing within six (6) days of receipt by the 
       Engineer of a notification referred to in GC4.2.

4.5    If the Engineer objects to a subcontracting pursuant to GC4.4, the 
       contractor shall not enter into the intended subcontract.

4.6    The contractor shall not, without the written consent of the 
       Engineer, change a subcontractor who has been engaged by the 
       contractor in accordance with this General Condition.

4.7    Every subcontract entered into by the contractor shall adopt all of 
       the terms and conditions of this contract that are of general 
       application.

4.8    Neither a subcontracting nor the Engineer's consent to a 
       subcontracting by the contractor shall be construed to relieve the 
       contractor from any obligation under the contract or to impose any 
       liability upon Her Majesty.

GC5    01/10/94      Amendments

5.1    No amendment or change in any of the provisions of the contract 
       shall have any force or effect until it is reduced to writing.

GC6    01/10/94      No Implied Obligations

6.1    No implied terms or obligations of any kind by or on behalf of Her 
       Majesty shall arise from anything in the contract and the express 
       covenants and agreements therein contained and made by Her Majesty 
       are the only covenants and agreements upon which any rights against 
       Her Majesty are to be founded.

6.2    The contract supersedes all communications, negotiations and 
       agreements, either written or oral, relating to the work, that were 
       made prior to the date of the contract.

GC7    01/10/94      Time of the Essence

7.1    Time is of the essence of the contract.

GC8    01/10/94      Indemnification by Contractor

8.1    The contractor shall indemnify and save Her Majesty harmless from 
       and against all claims, demands, losses, costs, damages, actions, 
       suits, or proceedings by whomever made, brought or prosecuted and in 
       any manner based upon, arising out of, related to, occasioned by or 
       attributable to the activities of the contractor, the contractor's 
       servants, agents, subcontractors and sub-subcontractors in 
       performing the work including an infringement or an alleged 
       infringement of a patent of invention or any other kind of 
       intellectual property.

8.2    For the purposes of GC8.1, "activities" includes any act improperly 
       carried out, any omission to carry out an act and any delay in 
       carrying out an act.

GC9    01/10/94      Indemnification by Her Majesty

9.1    Her Majesty shall, subject to the Crown Liability Act, the Patent 
       Act, and any other law that affects Her Majesty's rights, powers, 
       privileges or obligations, indemnify and save the contractor 
       harmless from and against all claims, demands, losses, costs, damage, 
       actions, suits or proceedings arising out of the contractor's 
       activities under the contract that are directly attributable to

       9.1.1  lack of or a defect in Her Majesty's title to the work site 
              whether real or alleged; or

       9.1.2  an infringement or an alleged infringement by the contractor 
              of any patent of invention or any other kind of intellectual 
              property occurring while the contractor was performing any 
              act for the purposes of the contract employing a model, plan 
              or design or any other thing related to the work that was 
              supplied by Her Majesty to the contractor.

GC10   01/10/94      Members of House of Commons not to Benefit

10.1   As required by the Parliament of Canada Act, it is an express 
       condition of the contract that no member of the House of Commons 
       shall be admitted to any share or part of the contract or to any 
       benefit arising therefrom.

GC11   01/10/94      Notices

11.1   Any notice, consent, order, decision, direction or other 
       communication, other than a notice referred to in GC11.4, that may 
       be given to the contractor pursuant to the contract may be given in 
       any manner.

11.2   Any notice, consent, order, decision, direction or other 
       communication required to be given in writing, to any party pursuant 
       to the contract shall, subject to GC11.4, be deemed to have been 
       effectively given

       11.2.1 to the contractor, if delivered personally to the contractor 
              or the contractor's superintendent, or forwarded by mail, 
              telex or facsimile to the contractor at the address set out 
              in A4.1, or

       11.2.2 to Her Majesty, if delivered personally to the Engineer, or 
              forwarded by mail, telex or facsimile to the Engineer at the 
              address set out in A1.2.1.

11.3   Any such notice, consent, order, decision, direction or other 
       communication given in accordance with GC11.2 shall be deemed to 
       have been received by either party

       11.3.1 if delivered personally, on the day that it was delivered;

       11.3.2 if forwarded by mail, on the earlier of the day it was 
              received and the sixth day after it was mailed; and

       11.3.3 if forwarded by telex or facsimile, 24 hours after it was 
              transmitted.

11.4   A notice given under GC38.1.1, GC40 and GC41, if delivered 
       personally, shall be delivered to the contractor if the contractor 
       is doing business as a sole proprietor or, if the contractor is a 
       partnership or corporation, to an officer thereof.

GC12   01/10/94      Material, Plant and Real Property Supplied by Her 
                     Majesty

12.1   Subject to GC12.2, the contractor is liable to Her Majesty for any 
       loss of or damage to material, plant or real property that is 
       supplied or placed in the care, custody and control of the 
       contractor by Her Majesty for use in connection with the contract, 
       whether or not that loss or damage is attributable to causes beyond 
       the contractor's control.

12.2   The contractor is not liable to Her Majesty for any loss or damage 
       to material, plant or real property referred to in GC12.1 if that 
       loss or damage results from and is directly attributable to 
       reasonable wear and tear.

12.3   The contractor shall not use any material, plant or real property 
       referred to in GC12.1 except for the purpose of performing this 
       contract.

12.4   When the contractor fails to make good any loss or damage for which 
       the contractor is liable under GC12.1 within a reasonable time after 
       being required to do so by the Engineer, the Engineer may cause the 
       loss or damage to be made good at the contractor's expense, and the 
       contractor shall thereupon be liable to Her Majesty for the cost 
       thereof and shall, on demand, pay to Her Majesty an amount equal to 
       that cost.

12.5   The contractor shall keep such records of all material, plant and 
       real property referred to in GC12.1 as the Engineer from time to 
       time requires and shall satisfy the Engineer, when requested, that 
       such material, plant and real property are at the place and in the 
       condition in which they ought to be.

GC13   01/10/94      Material, Plant and Real Property become Property of 
                     Her Majesty

13.1   Subject to GC14.7 all material and plant and the interest of the 
       contractor in all real property, licences, powers and privileges 
       purchased, used or consumed by the contractor for the contract shall, 
       after the time of their purchase, use or consumption be the property 
       of Her Majesty for the purposes of the work and they shall continue 
       to be the property of Her Majesty

       13.1.1 in the case of material, until the Engineer indicates that it 
              will not be required for the work, and
 
       13.1.2 in the case of plant, real property, licenses, powers and 
              privileges, until the Engineer indicates that the interest 
              vested in Her Majesty therein is no longer required for the 
              purposes of the work.

13.2   Material or plant that is the property of Her Majesty by virtue of 
       GC13.1 shall not be taken away from the work site or used or 
       disposed of except for the purposes of the work without the written 
       consent of the Engineer.

13.3   Her Majesty is not liable for loss of or damage from any cause to 
       the material or plant referred to in GC13.1 and the contractor is 
       liable for such loss or damage notwithstanding that the material or 
       plant is the property of Her Majesty.

GC14   01/10/94      Permits and Taxes Payable

14.1   The contractor shall, within thirty (30) days after the date of the 
       contract, tender to a municipal authority an amount equal to all 
       fees and charges that would be lawfully payable to that municipal 
       authority in respect of building permits as if the work were being 
       performed for a person other than Her Majesty.

14.2   Within ten (10) days of making a tender pursuant to GC14.1, the 
       contractor shall notify the Engineer of the contractor's action and 
       of the amount tendered and whether or not the municipal authority 
       has accepted that amount.

14.3   If the municipal authority does not accept the amount tendered 
       pursuant to GC14.1, the contractor shall pay that amount to Her 
       Majesty within six (6) days after the time stipulated in GC14.2.

14.4   For the purposes of GC14.1 to GC14.3, "municipal authority" means 
       any authority that would have jurisdiction respecting permission to 
       perform the work if the owner were not Her Majesty.

14.5   Notwithstanding the residency of the contractor, the contractor 
       shall pay any applicable tax arising from or related to the 
       performance of the work under the contract.

14.6   In accordance with the Statutory Declaration referred to in TP4.9, a 
       contractor who has neither residence nor place of business in the 
       province in which work under the contract is being performed shall 
       provide Her Majesty with proof of registration with the provincial 
       sales tax authorities in the said province.

14.7   For the purpose of the payment of any applicable tax or the 
       furnishing of security for the payment of any applicable tax arising 
       from or related to the performance of the work under the contract, 
       the contractor shall, notwithstanding the fact that all material, 
       plant and interest of the contractor in all real property, licences, 
       powers and privileges, have become the property of Her Majesty after 
       the time of purchase, be liable, as a user or consumer, for the 
       payment or for the furnishing of security for the payment of any 
       applicable tax payable, at the time of the use or consumption of 
       that material, plant or interest of the contractor in accordance 
       with the relevant legislation.

GC15   01/10/94      Performance of Work under Direction of Engineer

15.1   The contractor shall

       15.1.1 permit the Engineer to have access to the work and its site 
              at all times during the performance of the contract;

       15.1.2 furnish the Engineer with such information respecting the 
              performance of the contract as the Engineer may require; and 
       15.1.3 give the Engineer every possible assistance to enable the 
              Engineer to carry out the Engineer's duty to see that the 
              work is performed in accordance with the contract and to 
              carry out any other duties and exercise any powers specially 
              imposed or conferred on the Engineer under the contract.

GC16   01/10/94      Cooperation with Other Contractors

16.1   Where, in the opinion of the Engineer, it is necessary that other 
       contractors or workers with or without plant and material, be sent 
       onto the work or its site, the contractor shall, to the satisfaction 
       of the Engineer, allow them access and cooperate with them in the 
       carrying out of their duties and obligation.

16.2   If

       16.2.1 the sending onto the work or its site of other contractors or 
              workers pursuant to GC16.1 could not have been reasonably 
              foreseen or anticipated by the contractor when entering into 
              the contract; and

       16.2.2 the contractor incurs, in the opinion of the Engineer, extra 
              expense in complying with GC16.1; and

       16.2.3 the contractor has given the Engineer written notice of the 
              contractor's claim for the extra expense referred to in GC16.2.2 
              within thirty (30) days of the date that the other 
              contractors or workers were sent onto the work or its site,

       Her Majesty shall pay the contractor the cost, calculated in 
       accordance with GC48 to GC50, of the extra labour, plant and 
       material that was necessarily incurred.

GC17   01/10/94      Examination of Work

17.1   If, at any time after the commencement of the work but prior to the 
       expiry of the warranty or guarantee period, the Engineer has reason 
       to believe that the work or any part thereof has not been performed 
       in accordance with the contract, the Engineer may have that work 
       examined by an expert of the Engineer's choice.

17.2   If, as a result of an examination of the work referred to in GC17.1, 
       it is established that the work was not performed in accordance with 
       the contract, then, in addition to and without limiting or otherwise 
       affecting any of Her Majesty's rights and remedies under the 
       contract either at law or in equity, the contractor shall pay Her 
       Majesty, on demand, all reasonable costs and expenses that were 
       incurred by Her Majesty in having that examination performed.

GC18   01/10/94      Clearing of Site

18.1   The contractor shall maintain the work and its site in a tidy 
       condition and free from the accumulation of waste material and 
       debris, in accordance with any directions of the Engineer.

18.2   Before the issue of an interim certificate referred to in GC44.2, 
       the contractor shall remove all the plant and material not required 
       for the performance of the remaining work, and all waste material 
       and other debris,and shall cause the work and its site to be clean 
       and suitable for occupancy by Her Majesty's servants, unless 
       otherwise stipulated in the contract.

18.3   Before the issue of a final certificate referred to in GC44.1, the 
       contractor shall remove from the work and its site all of the 
       surplus plant and material and any waste material and other debris.
 
18.4   The contractor's obligations described in GC18.1 to GC18.3 do not 
       extend to waste material and other debris caused by Her Majesty's 
       servants or contractors and workers referred to in GC16.1

GC19   01/10/94      Contractor's Superintendent

19.1   The contractor shall, forthwith upon the award of the contract, 
       designate a superintendent.

19.2   The contractor shall forthwith notify the Engineer of the name, 
       address and telephone number of a superintendent designated pursuant 
       to GC19.1.

19.3   A superintendent designated pursuant to GC19.1 shall be in full 
       charge of the operations of the contractor in the performance of the 
       work and is authorized to accept any notice, consent, order, 
       direction, decision or other communication on behalf of the 
       contractor that may be given to the superintendent under the 
       contract.

19.4   The contractor shall, until the work has been completed, keep a 
       competent superintendent at the work site during working hours.

19.5   The contractor shall, upon the request of the Engineer, remove any 
       superintendent who, in the opinion of the Engineer, is incompetent 
       or has been guilty of improper conduct, and shall forthwith 
       designate another superintendent who is acceptable to the Engineer.

19.6   Subject to GC19.5, the contractor shall not substitute a 
       superintendent without the written consent of the Engineer.

19.7   A breach by the contractor of GC19.6 entitles the Engineer to refuse 
       to issue any certificate referred to in GC44 until the 
       superintendent has returned to the work site or another 
       superintendent who is acceptable to the Engineer has been 
       substituted.

GC20   01/10/94      National Security

20.1   If the Minister is of the opinion that the work is of a class or 
       kind that involves the national security, the Minister may order the 
       contractor

       20.1.1 to provide the Minister with any information concerning 
              persons employed or to be employed by the contractor for 
              purposes of the contract; and

       20.1.2 to remove any person from the work and its site if, in the 
              opinion of the Minister, that person may be a risk to the 
              national security.

20.2   The contractor shall, in all contracts with persons who are to be 
       employed in the performance of the contract, make provision for the 
       performance of any obligation that may be imposed upon the 
       contractor under GC19 to GC21.

20.3   The contractor shall comply with an order of the Minister under GC20.1.

GC21   01/10/94      Unsuitable Workers

21.1   The contractor shall, upon the request of the Engineer, remove any 
       person employed by the contractor for purposes of the contract who, 
       in the opinion of the Engineer, is incompetent or is guilty of 
       improper conduct, and the contractor shall not permit a person who 
       has been removed to return to the work site.

GC22   01/10/94      Increased or Decreased Costs 
22.1   The amount set out in the Articles of Agreement shall not be 
       increased or decreased by reason of any increase or decrease in the 
       cost of the work that is brought about by an increase or decrease in 
       the cost of labour, plant or material or any wage adjustment arising 
       pursuant to the Labour Conditions.

22.2   Notwithstanding GC22.1 and GC35, an amount set out in the Articles 
       of Agreement shall be adjusted in the manner provided in GC22.3, if 
       any change in a tax imposed under the Excise Act, the Excise Tax Act, 
       the Old Age Security Act, the Customs Act, the Customs Tariff or any 
       provincial sales tax legislation imposing a retail sales tax on the 
       purchase of tangible personal property incorporated into Real 
       Property

       22.2.1 occurs after the date of the submission by the contractor of 
              the contractor's tender for the contract;

       22.2.2 applies to material; and

       22.2.3 affects the cost to the contractor of that material.

22.3   If a change referred to in GC22.2 occurs, the appropriate amount set 
       out in the Articles of Agreement shall be increased or decreased by 
       an amount equal to the amount that is established by an examination 
       of the relevant records of the contractor referred to in GC51 to be 
       the increase or decrease in the cost incurred that is directly 
       attributable to that change.

22.4   For the purpose of GC22.2, where a tax is changed after the date of 
       submission of the tender but public notice of the change has been 
       given by the Minister of Finance before that date, the change shall 
       be deemed to have occurred before the date of submission of the 
       tender.

GC23   01/10/94      Canadian Labour and Material

23.1   The contractor shall use Canadian labour and material in the 
       performance of the work to the full extent to which they are 
       procurable, consistent with proper economy and the expeditious 
       carrying out of the work.

23.2   Subject to GC23.1, the contractor shall, in the performance of the 
       work, employ labour from the locality where the work is being 
       performed to the extent to which it is available, and shall use the 
       offices of the Canada Employment Centres for the recruitment of 
       workers wherever practicable.

23.3   Subject to GC23.1 and GC23.2, the contractor shall, in the 
       performance of the work, employ a reasonable proportion of persons 
       who have been on active service with the armed forces of Canada and 
       have been honourably discharged therefrom.

GC24   01/10/94      Protection of Work and Documents

24.1   The contractor shall guard or otherwise protect the work and its 
       site, and protect the contract, specifications, plans, drawings, 
       information, material, plant and real property, whether or not they 
       are supplied by Her Majesty to the contractor, against loss or 
       damage from any cause, and the contractor shall not use, issue, 
       disclose or dispose of them without the written consent of the 
       Minister, except as may be essential for the performance of the work.

24.2   If any document or information given or disclosed to the contractor 
       is assigned a security rating by the person who gave or disclosed it, 
       the contractor shall take all measures directed by the Engineer to 
       be taken to ensure the maintenance of the degree of security that is 
       ascribed to that rating.
 
24.3   The contractor shall provide all facilities necessary for the 
       purpose of maintaining security, and shall assist any person 
       authorized by the Minister to inspect or to take security measures 
       in respect of the work and its site.

24.4   The Engineer may direct the contractor to do such things and to 
       perform such additional work as the Engineer considers reasonable 
       and necessary to ensure compliance with or to remedy a breach of 
       GC24.1 to GC24.3.

GC25   01/10/94      Public Ceremonies and Signs

25.1   The contractor shall not permit any public ceremony in connection 
       with the work without the prior consent of the Minister.

25.2   The contractor shall not erect or permit the erection of any sign or 
       advertising on the work or its site without the prior consent of the 
       Engineer.

GC26   01/10/94      Precautions Against Damage, Infringement of Rights, 
                     Fire, and other Hazards

26.1   The contractor shall, at the contractor's expense, do whatever is 
       necessary to ensure that

       26.1.1 no person, property, right, easement or privilege is injured, 
              damaged or infringed by reasons of the contractor's 
              activities in performing the contract;

       26.1.2 pedestrian and other traffic on any public or private road or 
              waterway is not unduly impeded, interrupted or endangered by 
              the performance or existence of the work or plant;

       26.1.3 fire hazards in or about the work or its site are eliminated 
              and, subject to any direction that may be given by the 
              Engineer, any fire is promptly extinguished;

       26.1.4 the health and safety of all persons employed in the 
              performance of the work is not endangered by the method or 
              means of its performance;

       26.1.5 adequate medical services are available to all persons 
              employed on the work or its site at all times during the 
              performance of the work;

       26.1.6 adequate sanitation measures are taken in respect of the work 
              and its site; and

       26.1.7 all stakes, buoys and marks placed on the work or its site by 
              or under the authority of the Engineer are protected and are 
              not removed, defaced, altered or destroyed.

26.2   The Engineer may direct the contractor to do such things and to 
       perform such additional work as the Engineer considers reasonable 
       and necessary to ensure compliance with or to remedy a breach of 
       GC26.1.

26.3   The contractor shall, at the contractor's expense, comply with a 
       direction of the Engineer made under GC26.2.

GC27   01/10/94      Insurance

27.1   The contractor shall, at the contractor's expense, obtain and 
       maintain insurance contracts in respect of the work and shall 
       provide evidence thereof to the Engineer in accordance with the 
       requirements of the Insurance Conditions "E".

27.2   The insurance contracts referred to in GC27.1 shall 
       27.2.1 be in a form, of the nature, in the amounts, for the periods 
              and containing the terms and conditions specified in 
              Insurance Conditions "E"; and

       27.2.2 provide for the payment of claims under such insurance 
              contracts in accordance with GC28.

GC28   01/10/94      Insurance Proceeds

28.1   In the case of a claim payable under a Builders Risk/Installation 
       (All Risks) insurance contract maintained by the contractor pursuant 
       to GC27, the proceeds of the claim shall be paid directly to Her 
       Majesty, and

       28.1.1 the monies so paid shall be held by Her Majesty for the 
              purposes of the contract, or

       28.1.2 if Her Majesty elects, shall be retained by Her Majesty, in 
              which event they vest in Her Majesty absolutely.

28.2   In the case of a claim payable under a General Liability insurance 
       contract maintained by the contractor pursuant to GC27, the proceeds 
       of the claim shall be paid by the insurer directly to the claimant.

28.3   If an election is made pursuant to GC28.1, the Minister may cause an 
       audit to be made of the accounts of the contractor and of Her 
       Majesty in respect of the part of the work that was lost, damaged or 
       destroyed for the purpose of establishing the difference, if any, 
       between

       28.3.1 the aggregate of the amount of the loss or damage suffered or 
              sustained by Her Majesty, including any costs incurred in 
              respect of the clearing and cleaning of the work and its site 
              and any other amount that is payable by the contractor to Her 
              Majesty under the contract, minus any monies retained 
              pursuant to GC28.1.2; and

       28.3.2 the aggregate of the amounts payable by Her Majesty to the 
              contractor pursuant to the contract up to the date of the 
              loss or damage.

28.4   A difference that is established pursuant to GC28.3 shall be paid 
       forthwith by the party who is determined by the audit to be the 
       debtor to the party who is determined by the audit to be the 
       creditor.

28.5   When payment of a deficiency has been made pursuant to GC28.4, all 
       rights and obligations of Her Majesty and the contractor under the 
       contract shall, with respect only to the part of the work that was 
       the subject of the audit referred to in GC28.3, be deemed to have 
       been expended and discharged.

28.6   If an election is not made pursuant to GC28.1.2, the contractor 
       shall, subject to GC28.7, clear and clean the work and its site and 
       restore and replace the part of the work that was lost, damaged or 
       destroyed at the contractor's expense as if that part of the work 
       had not yet been performed.

28.7   When the contractor clears and cleans the work and its site and 
       restores and replaces the work referred to in GC28.6, Her Majesty 
       shall pay the contractor out of the monies referred to in GC28.1 so 
       far as they will thereunto extend.

28.8   Subject to GC28.7, payment by Her Majesty pursuant to GC28.7 shall 
       be made in accordance with the contract but the amount of each 
       payment shall be 100% of the amount claimed notwithstanding TP4.4.1 
       and TP4.4.2.
 
GC29   01/10/94      Contract Security

29.1   The contractor shall obtain and deliver contract security to the 
       Engineer in accordance with the provisions of the Contract Security 
       Conditions.

29.2   If the whole or a part of the contract security referred to in GC29.1 
       is in the form of a security deposit, it shall be held and disposed 
       of in accordance with GC43 and GC45.

29.3   If a part of the contract security referred to in GC29.1 is in the 
       form of a labour and material payment bond, the contractor shall 
       post a copy of that bond on the work site.

GC30   01/10/94      Changes in the Work

30.1   Subject to GC5, the Engineer may, at any time before issuing a Final 
       Certificate of Completion,

       30.1.1 order work or material in addition to that provided for in 
              the Plans and Specifications; and

       30.1.2 delete 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 in any order made pursuant to GC30.1.1,

       if that additional work or material, deletion, or change is, in the 
       Engineer's opinion, consistent with the general intent of the 
       original contract.

30.2   The contractor shall perform the work in accordance with such orders, 
       deletions and changes that are made by the Engineer pursuant to GC30.1 
       from time to time as if they had appeared in and been part of the 
       Plans and Specifications.

30.3   The Engineer shall determine whether or not anything done or omitted 
       by the contractor pursuant to an order, deletion or change referred 
       to in GC30.1 increased or decreased the cost of the work to the 
       contractor.

30.4   If the Engineer determines pursuant to GC30.3 that the cost of the 
       work to the contractor has been increased, Her Majesty shall pay the 
       contractor the increased cost that the contractor necessarily 
       incurred for the additional work calculated in accordance with GC49 
       or GC50.

30.5   If the Engineer determines pursuant to GC30.3 that the cost of the 
       work to the contractor has been decreased, Her Majesty shall reduce 
       the amount payable to the contractor under the contract by an amount 
       equal to the decrease in the cost caused by the deletion or change 
       referred to in GC30.1.2 and calculated in accordance with GC49.

30.6   GC30.3 to GC30.5 are applicable only to a contract or a portion of a 
       contract for which a Fixed Price Arrangement is stipulated in the 
       contract.

30.7   An order, deletion or change referred to in GC30.1 shall be in 
       writing, signed by the Engineer and given to the contractor in 
       accordance with GC11.

GC31   01/10/94      Interpretation of Contract by Engineer

31.1   If, at any time before the Engineer has issued a Final Certificate 
       of Completion referred to in GC44.1, any question arises between the 
       parties about whether anything has been done as required by the 
       contract or about what the contractor is required by the contract to 
       do, and, in particular but without limiting the generality of the 
       foregoing, about
 
       31.1.1 the meaning of anything in the Plans and Specifications,

       31.1.2 the meaning to be given to the Plans and Specifications in 
              case of any error therein, omission therefrom, or obscurity 
              or discrepancy in their wording or intention,

       31.1.3 whether or not the quality or quantity of any material or 
              workmanship supplied or proposed to be supplied by the 
              contractor meets the requirements of the contract,

       31.1.4 whether or not the labour, plant or material provided by the 
              contractor for performing the work and carrying out the 
              contract are adequate to ensure that the work will be 
              performed in accordance with the contract and that the 
              contract will be carried out in accordance with its terms,

       31.1.5 what quantity of any kind of work has been completed by the 
              contractor, or

       31.1.6 the timing and scheduling of the various phases of the 
              performance of the work,

       the question shall be decided by the Engineer whose decision shall 
       be final and conclusive in respect of the work.

31.2   The contractor shall perform the work in accordance with any 
       decisions of the Engineer that are made under GC31.1 and in 
       accordance with any consequential directions given by the Engineer.

GC32   01/10/94      Warranty and Rectification of Defects in Work

32.1   Without restricting any warranty or guarantee implied or imposed by 
       law or contained in the contract documents, the contractor shall, at 
       the contractor's expense,

       32.1.1 rectify and make good any defect or fault that appears in the 
              work or comes to the attention of the Minister with respect 
              to those parts of the work accepted in connection with the 
              Interim Certificate of Completion referred to GC44.2 within 
              12 months from the date of the Interim Certificate of 
              Completion;

       32.1.2 rectify and make good any defect or fault that appears in or 
              comes to the attention of the Minister in connection with 
              those parts of the work described in the Interim Certificate 
              of Completion referred to in GC44.2 within 12 months from the 
              date of the Final Certificate of Completion referred to in 
              GC44.1.

32.2   The Engineer may direct the contractor to rectify and make good any 
       defect or fault referred to in GC32.1 or covered by any other 
       expressed or implied warranty or guarantee.

32.3   A direction referred to in GC32.2 shall be in writing, may include a 
       stipulation in respect of the time within which a defect or fault is 
       required to be rectified and made good by the contractor, and shall 
       be given to the contractor in accordance with GC11.

32.4   The contractor shall rectify and make good any defect or fault 
       described in a direction given pursuant to GC32.2 within the time 
       stipulated therein.

GC33   01/10/94      Non-compliance by Contractor

33.1   If the contractor fails to comply with any decision or direction 
       given by the Engineer pursuant to GC18, GC24, GC26, GC31 or GC32, 
       the Engineer may employ such methods as the Engineer deems advisable 
       to do that which the contractor failed to do.
 
33.2   The contractor shall, on demand, pay Her Majesty an amount that is 
       equal to the aggregate of all costs, expenses and damage incurred or 
       sustained by Her Majesty by reason of the contractor's failure to 
       comply with any decision or direction referred to in GC33.1, 
       including the cost of any methods employed by the Engineer pursuant 
       to GC33.1.

GC34   01/10/94      Protesting Engineer's Decisions

34.1   The contractor may, within ten days after the communication to the 
       contractor of any decision or direction referred to in GC30.3 or 
       GC33.1, protest that decision or direction.

34.2   A protest referred to in GC34.1 shall be in writing, contain full 
       reasons for the protest, be signed by the contractor and be given to 
       Her Majesty by delivery to the Engineer.

34.3   If the contractor gives a protest pursuant to GC34.2, any compliance 
       by the contractor with the decision or direction that was protested 
       shall not be construed as an admission by the contractor of the 
       correctness of that decision or direction, or prevent the contractor 
       from taking whatever action the contractor considers appropriate in 
       the circumstances.

34.4   The giving of a protest by the contractor pursuant to GC34.2 shall 
       not relieve the contractor from complying with the decision or 
       direction that is the subject of the protest.

34.5   Subject to GC34.6, the contractor shall take any action referred to 
       in GC34.3 within three months after the date that a Final 
       Certificate of Completion is issued under GC44.1 and not afterwards.

34.6   The contractor shall take any action referred to in GC34.3 resulting 
       from a direction under GC32 within three months after the expiry of 
       a warranty or guarantee period and not afterwards.

34.7   Subject to GC34.8, if Her Majesty determines that the contractor's 
       protest is justified, Her Majesty shall pay the contractor the cost 
       of the additional labour, plant and material necessarily incurred by 
       the contractor in carrying out the protested decision or direction.

34.8   Costs referred to in GC34.7 shall be calculated in accordance with 
       GC48 to GC50.

GC35   01/10/94      Changes in Soil Conditions and Neglect or Delay by Her 
                     Majesty

35.1   Subject to GC35.2 no payment, other than a payment that is expressly 
       stipulated in the contract, shall be made by Her Majesty to the 
       contractor for any extra expense or any loss or damage incurred or 
       sustained by the contractor.

35.2   If the contractor incurs or sustains any extra expense or any loss 
       or damage that is directly attributable to

       35.2.1 a substantial difference between the information relating to 
              soil conditions at the work site that is contained in the 
              Plans and Specifications or other documents supplied to the 
              contractor for use in preparing the contractor's tender or a 
              reasonable assumption of fact based thereon made by the 
              contractor, and the actual soil conditions encountered by the 
              contractor at the work site during the performance of the 
              contract, or

       35.2.2 any neglect or delay that occurs after the date of the 
              contract on the part of Her Majesty in providing any 
              information or in doing any act that the contract either 
              expressly requires Her Majesty to do or that would ordinarily 
              be done by an owner in accordance with the usage of the trade,

       the contractor shall, within ten days of the date the actual soil 
       conditions described in GC35.2.1 were encountered or the neglect or 
       delay described in GC35.2.2 occurred, give the Engineer written 
       notice of intention to claim for that extra expense or that loss or 
       damage.

35.3   When the contractor has given a notice referred to in GC35.2, the 
       contractor shall give the Engineer a written claim for extra expense 
       or loss or damage within 30 days of the date that a Final 
       Certificate of Completion referred to in GC44.1 is issued and not 
       afterwards.

35.4   A written claim referred to in GC35.3 shall contain a sufficient 
       description of the facts and circumstances of the occurrence that is 
       the subject of the claim to enable the Engineer to determine whether 
       or not the claim is justified and the contractor shall supply such 
       further and other information for that purpose as the Engineer 
       requires from time to time.

35.5   If the Engineer determines that a claim referred to in GC35.3 is 
       justified, Her Majesty shall make an extra payment to the contractor 
       in an amount that is calculated in accordance with GC47 to GC50.

35.6   If, in the opinion of the Engineer, an occurrence described in GC35.2.1 
       results in a savings of expenditure by the contractor in performing 
       the contract, the amount set out in the Articles of Agreement shall, 
       subject to GC35.7, be reduced by an amount that is equal to the 
       saving.

35.7   The amount of the saving referred to in GC35.6 shall be determined 
       in accordance with GC47 to GC50.

35.8   If the contractor fails to give a notice referred to in GC35.2 and a 
       claim referred to in GC35.3 within the times stipulated, an extra 
       payment shall not be made to the contractor in respect of the 
       occurrence.

GC36   01/10/94      Extension of Time

36.1   Subject to GC36.2, the Engineer may, on the application of the 
       contractor made before the day fixed by the Articles of Agreement 
       for completion of the work or before any other date previously fixed 
       under this General Condition, extend the time for its completion by 
       fixing a new date if, in the opinion of the Engineer, causes beyond 
       the control of the contractor have delayed its completion.

36.2   An application referred to in GC36.1 shall be accompanied by the 
       written consent of the bonding company whose bond forms part of the 
       contract security.

GC37   01/10/94      Assessments and Damages for Late Completion

37.1   For the purposes of this General Condition

       37.1.1 the work shall be deemed to be completed on the date that an 
              Interim Certificate of Completion referred to in GC44.2 is 
              issued, and

       37.1.2 "period of delay" means the number of days commencing on the 
              day fixed by the Articles of Agreement for completion of the 
              work and ending on the day immediately preceding the day on 
              which the work is completed but does not include any day 
              within a period of extension granted pursuant to GC36.1, and 
              any other day on which, in the opinion of the Engineer, 
              completion of the work was delayed for reasons beyond the 
              control of the contractor.

37.2   If the contractor does not complete the work by the day fixed for 
       its completion by the Articles of Agreement but completes it 
       thereafter, the contractor shall pay Her Majesty an amount equal to 
       the aggregate of 
       37.2.1 all salaries, wages and travelling expenses incurred by Her 
              Majesty in respect of persons overseeing the performance of 
              the work during the period of delay;

       37.2.2 the cost incurred by Her Majesty as a result of the inability 
              to use the completed work for the period of delay; and

       37.2.3 all other expenses and damages incurred or sustained by Her 
              Majesty during the period of delay as a result of the work 
              not being completed by the day fixed for its completion.

37.3   The Minister may waive the right of Her Majesty to the whole or any 
       part of the amount payable by the contractor pursuant to GC37.2 if, 
       in the opinion of the Minister, it is in the public interest to do 
       so.

GC38   01/01/96      Taking the Work Out of the Contractor's Hands

38.1   The Minister may, at the Minister's sole discretion, by giving a 
       notice in writing to the contractor in accordance with GC11, take 
       all or any part of the work out of the contractor's hands, and may 
       employ such means as the Minister sees fit to have the work 
       completed if the contractor

       38.1.1 has not, within six days of the Minister or the Engineer 
              giving notice to the contractor in writing in accordance with 
              GC11, remedied any delay in the commencement or any default 
              in the diligent performance of the work to the satisfaction 
              of the Engineer;

       38.1.2 has defaulted in the completion of any part of the work 
              within the time fixed for its completion by the contract;

       38.1.3 has become insolvent or has committed an act of bankruptcy, 
              and has neither made a proposal to its creditors nor filed a 
              notice of intention to make such a proposal, pursuant to the 
              Bankruptcy and Insolvency Act; 

       38.1.4 has abandoned the work;

       38.1.5 has made an assignment of the contract without the consent 
              required by GC3.1; or

       38.1.6 has otherwise failed to observe or perform any of the 
              provisions of the contract.

38.2   If the contractor has become insolvent or has committed an act of 
       bankruptcy, and has either made a proposal to its creditors or filed 
       a notice of intention to make such a proposal, pursuant to the 
       Bankruptcy and Insolvency Act, the contractor shall immediately 
       forward a copy of the proposal or the notice of intention to Her 
       Majesty.

38.3   If the whole or any part of the work is taken out of the contractor'
       s hands pursuant to GC38.1,

       38.3.1 the contractor's right to any further payment that is due or 
              accruing due under the contract is, subject only to GC38.5, 
              extinguished, and

       38.3.2 the contractor is liable to pay Her Majesty, upon demand, an 
              amount that is equal to the amount of all loss and damage 
              incurred or sustained by Her Majesty in respect of the 
              contractor's failure to complete the work.

38.4   If the whole or any part of the work that is taken out of the 
       contractor's hands pursuant to GC38.1 is completed by Her Majesty, 
       the Engineer shall determine the amount, if any, of the holdback or 
       a progress claim that had accrued and was due prior to the date on 
       which the work was taken out of the contractor's hands and that is 
       not required for the purposes of having the work performed or of 
       compensating Her Majesty for any other loss or damage incurred or 
       sustained by reason of the contractor's default.

38.5   Her Majesty may pay the contractor the amount determined not to be 
       required pursuant to GC38.4.

GC39   01/10/94      Effect of Taking the Work Out of the Contractor's 
                     Hands

39.1   The taking of the work or any part thereof out of the contractor's 
       hands pursuant to GC38 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 
       performance of that part of the work that was taken out of the 
       contractor's hands.

39.2   If the work or any part thereof is taken out of the contractor's 
       hands pursuant to GC38, all plant and material and the interest of 
       the contractor in all real property, licences, powers and privileges 
       acquired, used or provided by the contractor under the contract 
       shall continue to be the property of Her Majesty without 
       compensation to the contractor.

39.3   When the Engineer certifies that any plant, material, or any 
       interest of the contractor referred to in GC39.2 is no longer 
       required for the purposes of the work, or that it is not in the 
       interests of Her Majesty to retain that plant, material, or interest, 
       it shall revert to the contractor.

GC40   01/10/94      Suspension of Work by Minister

40.1   The Minister may, when in the Minister's opinion it is in the public 
       interest to do so, require the contractor to suspend performance of 
       the work either for a specified or an unspecified period by giving a 
       notice of suspension in writing to the contractor in accordance with 
       GC11.

40.2   When a notice referred to in GC40.1 is received by the contractor in 
       accordance with GC11, the contractor shall suspend all operations in 
       respect of the work except those that, in the opinion of the 
       Engineer, are necessary for the care and preservation of the work, 
       plant and material.

40.3   The contractor shall not, during a period of suspension, remove any 
       part of the work, plant or material from its site without the 
       consent of the Engineer.

40.4   If a period of suspension is 30 days or less, the contractor shall, 
       upon the expiration of that period, resume the performance of the 
       work and the contractor is entitled to be paid the extra cost, 
       calculated in accordance with GC48 to GC50, of any labour, plant and 
       material necessarily incurred by the contractor as a result of the 
       suspension.

40.5   If, upon the expiration of a period of suspension of more than 30 
       days, the Minister and the contractor agree that the performance of 
       the work will be continued by the contractor, the contractor shall 
       resume performance of the work subject to any terms and conditions 
       agreed upon by the Minister and the contractor.

40.6   If, upon the expiration of a period of suspension of more than 30 
       days, the Minister and the contractor do not agree that performance 
       of the work will be continued by the contractor or upon the terms 
       and conditions under which the contractor will continue the work, 
       the notice of suspension shall be deemed to be a notice of 
       termination pursuant to GC41.

GC41   01/10/94      Termination of Contract

41.1   The Minister may terminate the contract at any time by giving a 
       notice of termination in writing to the contractor in accordance 
       with GC11.
 
41.2   When a notice referred to in GC41.1 is received by the contractor in 
       accordance with GC11, the contractor shall, subject to any 
       conditions stipulated in the notice, forthwith cease all operations 
       in performance of the contract.

41.3   If the contract is terminated pursuant to GC41.1, Her Majesty shall 
       pay the contractor, subject to GC41.4, an amount equal to

       41.3.1 the cost to the contractor of all labour, plant and material 
              supplied by the contractor under the contract up to the date 
              of termination in respect of a contract or part thereof for 
              which a Unit Price Arrangement is stipulated in the contract, 
              or

       41.3.2 the lesser of

              41.3.2.1      an amount, calculated in accordance with the 
                            Terms and Payment, that would have been payable 
                            to the contractor had the contractor completed 
                            the work, and

              41.3.2.2      an amount that is determined to be due to the 
                            contractor pursuant to GC49 in respect of a 
                            contract or part thereof for which a Fixed 
                            Price Arrangement is stipulated in the contract

       less the aggregate of all amount that were paid to the contractor by 
       Her Majesty and all amounts that are due to Her Majesty from the 
       contractor pursuant to the contract.

41.4   If Her Majesty and the contractor are unable to agree about an 
       amount referred to in GC41.3 that amount shall be determined by the 
       method referred to in GC50.

GC42   01/10/94      Claims Against and Obligations of the Contractor or 
                     Subcontractor

42.1   Her Majesty may, in order to discharge lawful obligations of and 
       satisfy claims against the contractor or a subcontractor arising out 
       of the performance of the contract, pay any amount that is due and 
       payable to the contractor pursuant to the contract directly to the 
       obligees of and the claimants against the contractor or the 
       subcontractor but such amount if any, as is paid by Her Majesty 
       shall not exceed that amount which the contractor would have been 
       obliged to pay to such claimant had the provisions of the Provincial 
       or Territorial lien legislation, or, in the Province of Quebec, the 
       law relating to privileges, been applicable to the work.  Any such 
       claimant need not comply with the provisions of such legislation 
       setting out the steps by way of notice, registration or otherwise as 
       might have been necessary to preserve or perfect any claim for lien 
       or privilege which claimant might have had.

42.2   Her Majesty will not make any payment as described in GC42.1 unless 
       and until that claimant shall have delivered to Her Majesty:

       42.2.1 a binding and enforceable Judgment or Order of a court of 
              competent jurisdiction setting forth such amount as would 
              have been payable by the contractor to the claimant pursuant 
              to the provisions of the applicable Provincial or Territorial 
              lien legislation, or, in the Province of Quebec, the law 
              relating to privileges, had such legislation been applicable 
              to the work; or

       42.2.2 a final and enforceable award of an arbitrator setting forth 
              such amount as would have been payable by the contractor to 
              the claimant pursuant to the provisions of the applicable 
              Provincial or Territorial lien legislation, or, in the 
              Province of Quebec, the law relating to privileges, had such 
              legislation been applicable to the work; or
 
       42.2.3 the consent of the contractor authorizing a payment.

       For the purposes of determining the entitlement of a claimant 
       pursuant to GC42.2.1 and GC42.2.2, the notice required by GC42.8 
       shall be deemed to replace the registration or provision of notice 
       after the performance of work as required by any applicable 
       legislation and no claim shall be deemed to have expired, become 
       void or unenforceable by reason of the claimant not commencing any 
       action within the time prescribed by any applicable legislation.

42.3   The contractor shall, by the execution of this contract, be deemed 
       to have consented to submit to binding arbitration at the request of 
       any claimant those questions that need be answered to establish the 
       entitlement of the claimant to payment pursuant to the provisions of 
       GC42.1 and such arbitration shall have as parties to it any 
       subcontractor to whom the claimant supplied material, performed work 
       or rented equipment should such subcontractor wish to be adjoined 
       and the Crown shall not be a party to such arbitration and, subject 
       to any agreement between the contractor and the claimant to the 
       contrary, the arbitration shall be conducted in accordance with the 
       Provincial or Territorial legislation governing arbitration 
       applicable in the Province or Territory in which the work is located.

42.4   A payment made pursuant to GC42.1 is, to the extent of the payment, 
       a discharge of Her Majesty's liability to the contractor under the 
       contract and may be deducted from any amount payable to the 
       contractor under the contract.

42.5   To the extent that the circumstances of the work being performed for 
       Her Majesty permit, the contractor shall comply with all laws in 
       force in the Province or Territory where the work is being performed 
       relating to payment period, mandatory holdbacks, and creation and 
       enforcement of mechanics' liens, builders' liens or similar 
       legislation or in the Province of Quebec, the law relating to 
       privileges.

42.6   The contractor shall discharge all the contractor's lawful 
       obligations and shall satisfy all lawful claims against the 
       contractor arising out of the performance of the work at least as 
       often as the contract requires Her Majesty to pay the contractor.

42.7   The contractor shall, whenever requested to do so by the Engineer, 
       make a statutory declaration deposing to the existence and condition 
       of any obligations and claims referred to in GC42.6.

42.8   GC42.1 shall only apply to claims and obligations

       42.8.1 the notification of which has been received by the Engineer 
              in writing before payment is made to the contractor pursuant 
              to TP4.10 and within 120 days of the date on which the 
              claimant

              42.8.1.1      should have been paid in full under the 
                            claimant's contract with the contractor or 
                            subcontractor where the claim is for money that 
                            was lawfully required to be held back from the 
                            claimant; or

              42.8.1.2      performed the last of the services, work or 
                            labour, or furnished the last of the material 
                            pursuant to the claimant's contract with the 
                            contractor or subcontractor where the claim is 
                            not for money referred to in GC42.8.1.1, and

       42.8.2 the proceedings to determine the right to payment of which, 
              pursuant to GC42.2, shall have commenced within one year from 
              the date that the notice referred to in GC42.8.1 was received 
              by the Engineer, and
 
       the notification required by GC42.8.1 shall set forth the amount 
       claimed to be owing and the person who by contract is primarily 
       liable.

42.9   Her Majesty may, upon receipt of a notice of claim under GC42.8.1, 
       withhold from any amount that is due and payable to the contractor 
       pursuant to the contract the full amount of the claim or any portion 
       thereof.

42.10  The Engineer shall notify the contractor in writing of receipt of 
       any claim referred to in GC42.8.1 and of the intention of Her 
       Majesty to withhold funds pursuant to GC42.9 and the contractor may, 
       at any time thereafter and until payment is made to the claimant, be 
       entitled to post, with Her Majesty, security in a form acceptable to 
       Her Majesty in an amount equal to the value of the claim, the notice 
       of which is received by the Engineer and upon receipt of such 
       security Her Majesty shall release to the contractor any funds which 
       would be otherwise payable to the contractor, that were withheld 
       pursuant to the provisions of GC42.9 in respect of the claim of any 
       claimant for whom the security stands.

GC43   01/10/94      Security Deposit - Forfeiture or Return

43.1   If

       43.1.1 the work is taken out of the contractor's hands pursuant to 
              GC38,

       43.1.2 the contract is terminated pursuant to GC41, or

       43.1.3 the contractor is in breach of or in default under the 
              contract,

       Her Majesty may convert the security deposit, if any, to Her own use.

43.2   If Her Majesty converts the contract security pursuant to GC43.1, 
       the amount realized shall be deemed to be an amount due from Her 
       Majesty to the contractor under the contract.

43.3   Any balance of an amount referred to in GC43.2 that remains after 
       payment of all losses, damage and claims of Her Majesty and others 
       shall be paid by Her Majesty to the contractor if, in the opinion of 
       the Engineer, it is not required for the purposes of the contract.

GC44   01/10/94      Engineer's Certificates

44.1   On the date that

       44.1.1 the work has been completed, and

       44.1.2 the contractor has complied with the contract and all orders 
              and directions made pursuant thereto,

       both to the satisfaction of the Engineer, the Engineer shall issue a 
       Final Certificate of Completion to the contractor.

44.2   If the Engineer is satisfied that the work is substantially complete 
       the Engineer shall, at any time before issuing a certificate 
       referred to in GC44.1, issue an Interim Certificate of Completion to 
       the contractor, and

       44.2.1 for the purposes of GC44.2 the work will be considered to be 
              substantially complete,

              44.2.1.1      when the work under the contract or a 
                            substantial part thereof is, in the opinion of 
                            the Engineer, ready for use by Her Majesty or 
                            is being used for the purposes intended; and

              44.2.1.2      when the work remaining to be done under the 
                            contract is, in the opinion of the Engineer, 
                            capable of completion or correction at a cost 
                            of not more than

                            44.2.1.2.1 - 3% of the first $500,000, and

                            44.2.1.2.2 - 2% of the next $500,000, and

                            44.2.1.2.3 - 1% of the balance

              of the value of the contract at the time this cost is 
              calculated.

44.3   For the sole purpose of GC44.2.1.2, where the work or a substantial 
       part thereof is ready for use or is being used for the purposes 
       intended and the remainder of the work or a part thereof cannot be 
       completed by the time specified in A2.1, or as amended pursuant to 
       GC36, for reasons beyond the control of the contractor or where the 
       Engineer and the contractor agree not to complete a part of the work 
       within the specified time, the cost of that part of the work which 
       was either beyond the control of the contractor to complete or the 
       Engineer and the contractor have agreed not to complete by the time 
       specified shall be deducted from the value of the contract referred 
       to GC44.2.1.2 and the said cost shall not form part of the cost of 
       the work remaining to be done in determining substantial completion.

44.4   An Interim Certificate of Completion referred to in GC44.2 shall 
       describe the parts of the work not completed to the satisfaction of 
       the Engineer and all things that must be done by the contractor

       44.4.1 before a Final Certificate of Completion referred to in GC44.1 
              will be issued; and

       44.4.2 before the 12-month period referred to in GC32.1.2 shall 
              commence for the said parts and all the said things.

44.5   The Engineer may, in addition to the parts of the work described in 
       an Interim Certificate of Completion referred to in GC44.2, require 
       the contractor to rectify any other parts of the work not completed 
       to the Engineer's satisfaction and to do any other things that are 
       necessary for the satisfactory completion of the work.

44.6   If the contract or a part thereof is subject to a Unit Price 
       Arrangement, the Engineer shall measure and record the quantities of 
       labour, plant and material, performed, used and supplied by the 
       contractor in performing the work and shall, at the request of the 
       contractor, inform the contractor of those measurements.

44.7   The contractor shall assist and co-operate with the Engineer in the 
       performance of the Engineer's duties referred to in GC44.6 and shall 
       be entitled to inspect any record made by the Engineer pursuant to 
       GC44.6.

44.8   After the Engineer has issued a Final Certificate of Completion 
       referred to in GC44.1, the Engineer shall, if GC44.6 applies, issue 
       a Final Certificate of Measurement.

44.9   A Final Certificate of Measurement referred to in GC44.8 shall

       44.9.1 contain the aggregate of all measurements of quantities 
              referred to in GC44.6; and
 
       44.9.2 be binding upon and conclusive between Her Majesty and the 
              contractor as to the quantities referred to therein.

GC45   01/10/94      Return of Security Deposit

45.1   After an Interim Certificate of Completion referred to in GC44.2 has 
       been issued, Her Majesty shall, if the contractor is not in breach 
       of or in default under the contract, return to the contractor all or 
       any part of the security deposit that, in the opinion of the 
       Engineer, is not required for the purposes of the contract.

45.2   After a Final Certificate of Completion referred to in GC44.1 has 
       been issued, Her Majesty shall return to the contractor the 
       remainder of any security deposit unless the contract stipulates 
       otherwise.

45.3   If the security deposit was paid into the Consolidated Revenue Fund 
       of Canada, Her Majesty shall pay interest thereon to the contractor 
       at a rate established from time to time pursuant to section 21(2) of 
       the Financial Administration Act.

GC46   01/10/94      Clarification of Terms in GC47 to GC50

46.1   For the purposes of GC47 to GC50,

       46.1.1 "Unit Price Table" means the table set out in the Articles of 
              Agreement, and

       46.1.2 "plant" does not include tools customarily provided by a 
              tradesperson in practising a trade.

GC47   01/10/94      Additions or Amendments to Unit Price Table

47.1   Where a Unit Price Arrangement applies to the contract or a part 
       thereof the Engineer and the contractor may, by an agreement in 
       writing,

       47.1.1 add classes of labour, plant or material, and units of 
              measurement, prices per unit and estimated quantities to the 
              Unit Price Table if any labour, plant or material that is to 
              be included in the Final Certificate of Measurement referred 
              to in GC44.8 is not included in any class of labour, plant or 
              material set out in the Unit Price Table; or

       47.1.2 subject to GC47.2 and GC47.3, amend a price per unit set out 
              in the Unit Price Table for any class of labour, plant or 
              material included therein if the Final Certificate of 
              Measurement referred to in GC44.8 shows or is expected to 
              show that the total quantity of that class of labour, plant 
              or material actually performed, used or supplied by the 
              contractor in performing the work is

              47.1.2.1 less than 85% of that estimated total quantity, or

              47.1.2.2 in excess of 115% of that estimated total quantity.

47.2   In no event shall the total cost of an item set out in the Unit 
       Price Table that has been amended pursuant to GC47.1.2.1 exceed the 
       amount that would have been payable to the contractor had the 
       estimated total quantity actually been performed, used or supplied.

47.3   An amendment that is made necessary by GC47.1.2.2 shall apply only 
       to the quantities that are in excess of 115%.

47.4   If the Engineer and the contractor do not agree as contemplated in 
       GC47.1, the Engineer shall determine the class and the unit of 
       measurement of the labour, plant or material and, subject to GC47.2 
       and GC47.3, the price per unit therefor shall be determined in 
       accordance with GC50.

GC48    01/10/94     Determination of Cost - Unit Price Table

48.1   Whenever, for the purposes of the contract it is necessary to 
       determine the cost of labour, plant or material, it shall be 
       determined by multiplying the quantity of that labour, plant or 
       material expressed in the unit set out in column 3 of the Unit Price 
       Table by the price of that unit set out in column 5 of the Unit 
       Price Table.

GC49    01/01/96     Determination of Cost Prior to Undertaking Work - Lump 
                     Sum

49.1   If the method described in GC48 cannot be used because the labour, 
       plant or material is of a kind or class that is not set out in the 
       Unit Price Table, the cost of that labour, plant or material for the 
       purposes of the contract shall be the amount agreed upon from time 
       to time by the contractor and the Engineer.

49.2   For the purposes of GC49.1, the contractor shall submit to the 
       Engineer any necessary cost information requested by the Engineer in 
       respect of the labour, plant and material referred to in GC49.1.

GC50    01/01/96     Determination of Cost Following Completion of Work

50.1   Where it is not possible to pre-determine the cost of a change 
       including elements not set out in the Unit Price Table, the actual 
       cost of the change shall be equal to the aggregate of

       50.1.1 all reasonable and proper amounts actually expended or 
              legally payable by the contractor in respect of the labour, 
              plant and material that falls within one of the classes of 
              expenditure described in GC50.2 that are directly 
              attributable to the performance of the contract,

       50.1.2 an allowance for profit and all other expenditures or costs, 
              including overhead, general administration costs, financing 
              and interest charges, and every other cost, charge and 
              expenses, but not including those referred to in GC50.1.1 or 
              GC50.1.3 or of a class referred to in GC50.2, in an amount 
              that is equal to 10% of the sum of the expenses referred to 
              in GC50.1.1 for that portion of the work undertaken by the 
              contractor's own forces, and 10% for that portion of the work 
              undertaken by subcontractors; plus

       50.1.3 interest on the costs determined under GC50.1.1 and GC50.1.2, 
              which interest shall be calculated in accordance with TP9,

       provided that the total cost of an item set out in the Unit Price 
       Table that is subject to the provisions of GC47.1.2.1 does not 
       exceed the amount that would have been payable to the contractor had 
       the estimated total quantity of the said item actually been 
       performed, used or supplied.

50.2   For the purposes of GC50.1.1 the classes of expenditure that may be 
       taken into account in determining the cost of labour, plant and 
       material are:

       50.2.1 payments to subcontractors;

       50.2.2 wages, salaries and travelling expenses of employees of the 
              contractor located at the worksite and that portion of wages, 
              salaries, bonuses, living and travelling expenses of person
              nel of the contractor generally employed at the head office 
              or at a general office of the contractor provided they are 
              actually and properly engaged on the work under the contract;

       50.2.3 assessments payable under any statutory authority, which 
              include but are not exclusive to, workers' compensation, 
              unemployment insurance, pension plan or holidays with pay, 
              and provincial health or insurance plans;

       50.2.4 rent that is paid for plant or an amount equivalent to the 
              said rent if the plant is owned by the contractor that is 
              necessary for and used in the performance of the work, if the 
              rent or the equivalent amount is reasonable and use of that 
              plant has been approved by the Engineer;

       50.2.5 payments for maintaining and operating plant necessary for 
              and used in the performance of the work, and payments for 
              effecting such repairs thereto as, in the opinion of the 
              Engineer, are necessary to the proper performance of the 
              contract other than payments for any repairs to the plant 
              arising out of defects existing before its allocation to the 
              work;

       50.2.6 payments for material that is necessary for and incorporated 
              in the work, or that is necessary for and consumed in the 
              performance of the contract;

       50.2.7 payments for preparation, delivery, handling, erection, 
              installation, inspection, protection and removal of the plant 
              and material necessary for and used in the performance of the 
              contract;

       50.2.8 any other payments made by the contractor with the approval 
              of the Engineer that are necessary for the performance of the 
              contract.

GC51   01/10/94      Records to be Kept by Contractor

51.1   The contractor shall

       51.1.1 maintain full records of the contractor's estimated and 
              actual cost of the work together with all tender calls, 
              quotations, contracts, correspondence, invoices, receipts and 
              vouchers relating thereto;

       51.1.2 make all records and material referred to in GC51.1.1 
              available to audit and inspection by the Minister and the 
              Deputy Receiver General for Canada or by persons acting on 
              behalf of either or both of them, when requested;

       51.1.3 allow any of the persons referred to in GC51.1.2 to make 
              copies of and to take extracts from any of the records and 
              material referred to in GC51.1.1; and

       51.1.4 furnish any person referred to in GC51.1.2 with any 
              information that person may require from time to time in 
              connection with such records and material.

51.2   The records maintained by the contractor pursuant to GC51.1.1 shall 
       be kept intact by the contractor until the expiration of two years 
       after the date that a Final Certificate of Completion referred to in 
       GC44.1 was issued or until the expiration of such other period of 
       time as the Minister may direct.

51.3   The contractor shall cause all subcontractors and all other persons 
       directly or indirectly controlled by or affiliated with the 
       contractor and all persons directly or indirectly having control of 
       the contractor to comply with GC51.1 and GC51.2 as if they were the 
       contractor.
 
GC52   01/01/96      Conflict of Interest

52.1   It is a term of this contract that no individual, for whom the 
       post-employment provisions of the Conflict of Interest and 
       Post-Employment Code for Public Office Holders (1994) or the 
       Conflict of Interest and Post-Employment Code for the Public Service 
       (1985) apply, shall derive a direct benefit from this contract 
       unless that individual is in compliance with the applicable 
       post-employment provisions.

GC53   01/10/94      Contractor Status

53.1   The contractor shall be engaged under the contract as an independent 
       contractor.

53.2   The contractor and any employee of the said contractor is not 
       engaged by the contract as an employee, servant or agent of Her 
       Majesty.

53.3   For the purposes of GC53.1 and GC53.2 the contractor shall be solely 
       responsible for any and all payments and deductions required to be 
       made by law including those required for Canada or Québec Pension 
       Plans, Unemployment Insurance, Worker's Compensation or Income Tax.

GC54   01/01/96      Human Remains, Archaeological Remains and Items of 
                     Historical or Scientific Interest

54.1   For the purposes of this clause

       54.1.1 "human remains" means the whole or any part of a deceased 
              human being, irrespective of the time that has elapsed since 
              death,

       54.1.2 "archaeological remains" are items, artifacts or things made, 
              modified or used by human beings in antiquity and may include, 
              but not be limited to stone, wood or iron structures or 
              monuments, dump deposits, bone artifacts, weapons, tools, 
              coins and pottery,

       54.1.3 "items of historical or scientific interest" are naturally 
              occurring or manufactured objects or things of any age that 
              are not archaeological remains but may be of interest to 
              society because of their historical or scientific 
              significance, value, rarity, natural beauty or other quality.

54.2   If, during the course of the work, the contractor encounters any 
       object, item or thing which is described in GC54.1, or which 
       resembles any object, item or thing described in GC54.1, the 
       contractor shall

       54.2.1 take all reasonable steps, including stopping work in the 
                     affected area, to protect and preserve the object, 
                     item or thing, and

       54.2.2 immediately notify the Engineer of the circumstances in 
                     writing, and

       54.2.3 take all reasonable steps to minimize additional costs which 
                     may accrue as a result of any work stoppage.

54.3   Upon receipt of a notification in accordance with GC54.2.2, the 
       Engineer shall, in a timely manner, determine whether the object, 
       item or thing is one described in, or contemplated by, GC54.1, and 
       shall notify the contractor in writing of any action to be performed, 
       or work to be carried out by, the contractor as a result of the 
       Engineer's determination.

54.4   The Engineer may, at any time, enlist the services of experts, 
       particularly and archaeologist or historian as appropriate, to 
       assist in the investigation, examination, taking of measurements or 
       other such recordings, placing of permanent protection around or 
       removing of the object, item or thing encountered by the contractor, 
       and monitoring in case of further discoveries, and the contractor 
       shall, to the satisfaction of the Engineer, allow them access and 
       cooperate with them in the carrying out of their duties and 
       obligations.

54.5   Human remains, archaeological remains and items of historic or 
       scientific interest encountered at the site of the work shall remain 
       the property of Her Majesty.

54.6   Except as may be otherwise provided for in the contract, the 
       provisions of GC30 shall apply.

GC55   01/01/96      Contaminated Site Conditions

55.1   For the purposes of this clause, a contaminated site condition 
       exists when toxic, radioactive or other hazardous substances or 
       materials, or other pollutants, are found to be present at the site 
       of the work to the extent that they constitute a hazard, or 
       potential hazard, to the environment, property, or the health or 
       safety of any person. 
55.2   If the contractor encounters a contaminated site condition, or has 
       reasonable grounds to believe that a contaminated site condition 
       exists at the site of the work, the contractor shall

       55.2.1 take all reasonable steps, including stopping the work, to 
                     ensure that no person suffers injury, sickness or 
                     death, and that neither property nor the environment 
                     is injured or destroyed as a result of the 
                     contaminated site conditions, and 

       55.2.2 immediately notify the Engineer of the circumstances in 
                     writing, and

       55.2.3 take all reasonable steps to minimize additional costs which 
                     may accrue as a result of any work stoppage.

55.3   Upon receipt of a notification in accordance with GC55.2.2, the 
       Engineer shall, in a timely manner, determine whether a contaminated 
       site condition as described in, or contemplated by, GC55.1, exists, 
       and shall notify the contractor in writing of any action to be taken, 
       or work to be performed, by the contractor as a result of the 
       Engineer's determination.

55.4   If the contractor's services are required by the Engineer, the 
       contractor shall follow the direction of the Engineer with regard to 
       any excavation, treatment and disposal of the contaminated 
       substances or materials.

55.5   The Engineer may at any time, and at the Engineer's sole discretion, 
       enlist the services of experts and specialty contractors to assist 
       in determining the existence of, and the extent and treatment of the 
       contaminated site conditions, and the contractor shall, to the 
       satisfaction of the Engineer, allow them access and cooperate with 
       them in the carrying out of their duties and obligations.

55.6   Except as may be otherwise provided for in the contract, the 
       provisions of GC30 shall apply.

GC56   01/01/96      Certification - Contingency Fees

56.1   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 or agree to 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.

56.2   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.
 
56.3   If the contractor certifies falsely under this section or is in 
       default of the obligations contained therein, the Minister may 
       either take the work out of the contractor's hands in accordance 
       with the provisions of the contract or recover from the contractor 
       by way of reduction to the contract amount or otherwise the full 
       amount of the contingency fee. 

56.4   In this section:

       56.4.1 "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;

       56.4.2 "employee" means a person with whom the contractor has an 
                     employer/employee relationship;

       56.4.3 "person" includes an individual or a 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.