ARCHIVED General Condition (GC) 1 - General Provisions

R1210D GC 1 - General Provisions

R1210D GC1.1 (2012-07-16) Definitions

"Average Bank Rate" means the simple arithmetic mean of the Bank Rate in effect at 4:00 p.m. Eastern Time each day during the calendar month which immediately precedes 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 it makes short term advances to members of the Canadian Payments Association;

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

"Construction Contract" means a contract entered into between Canada and a Consultant for the construction of the Project;

"Construction Contract Award Price" means the price at which a Construction Contract is awarded to a Consultant;

"Construction Cost Estimate" means an anticipated amount for which a Consultant will execute the construction of the Project;

"Construction Cost Limit" means that portion of the total amount of Project funds which shall not be exceeded on construction of the Project;

"Consultant" means the party which submitted a responsive proposal which was accepted by Canada to perform the Consultant Services under the Agreement, and includes the officer or employee of the Consultant identified in writing by the Consultant;

"Contracting Authority" means the party identified on the front cover page responsible for the establishment of the agreement, its amendments, administration and any contractual issues related to it;

"Consultant" means a person, firm or corporation with whom Canada enters, or intends to enter, into a Construction Contract;

"Cost Plan" means the allocation of proposed costs among the various elements of the Project, as described in the Project Brief or Terms of Reference;

"Days" means continuous calendar days, including weekends and statutory public holidays;

"Departmental Representative" means the officer or employee of Canada identified to the consultant in writing by a duly authorized departmental officer to perform the Departmental Representative's duties under the Agreement;

"Mediation" is a process of dispute resolution in which a neutral third party assists the parties involved in a dispute to negotiate their own settlement;

"Project Brief" or "Terms of Reference" means a document describing in sufficient detail the Services to be provided by the Consultant to permit the Consultant to proceed with the Services and may include general project information, scope of the work, site and design data, and time plan, specifically related to the Project;

"Project Schedule" means a time plan, including the sequence of tasks, milestone dates and critical dates which must be met for the implementation of the planning, design and construction phases of the Project;

"Services" means the services provided by the Consultant and the services required by the project, as set forth in the Agreement;

"Specialist Consultant" means any Architect, Professional Engineer, or other specialist, other than the Consultant, engaged by Canada directly or, at the specific request of Canada, engaged by the Consultant;

"Sub-Consultant" means any Architect, Professional Engineer, or other specialist engaged by the Consultant for the Services included in the Agreement;

"Technical Documentation" includes designs, reports, photographs, physical models, surveys, drawings, specifications, computer software developed for the purpose of the Project, computer printouts, design notes, calculations, CADD (Computer-aided Design and Drafting) files, and other data, information and material, prepared, computed, drawn, or produced and operating and maintenance manuals either prepared or collected for the Project.

R1210D GC1.2 (2011-05-16) Interpretations

1. Words importing the singular only also include the plural, and vice versa, where the context requires;
2. Headings or notes in the Agreement shall not be deemed to be part thereof, or be taken into consideration in its interpretation;
3. "Herein", "hereby", "hereof", "hereunder" and similar expressions refer to the Agreement as a whole and not to any particular subdivision or part thereof.

R1210D GC1.3 (2012-07-16) Not applicable

R1210D GC1.4 (2012-07-16) Assignment

1. The Agreement shall not be assigned, in whole or in part, by the Consultant without the prior written consent of Canada
2. An assignment of the Agreement without such consent shall not relieve the Consultant or the assignee from any obligation under the Agreement, or impose any liability upon Canada.

R1210D GC1.5 (2011-05-16) National or Departmental Security

1. If the Departmental Representative is of the opinion that the Project is of a class or kind that involves national or departmental security, the Consultant may be required:
   1. to provide any information concerning persons employed for purposes of the Agreement unless prohibited by law;
   2. to remove any person from the Project and its site if that person cannot meet the prescribed security requirements; and
   3. to retain the Project Technical Documentation while in the Consultant's possession in a manner specified by the Departmental Representative.
2. Notwithstanding the provision of GC 4 - Intellectual Property, if the Project is of a class or kind that involves national or departmental security, the Consultant shall not issue, disclose, discard or use the Project Technical Documentation on another project without the written consent of the Departmental Representative.

R1210D GC1.6 (2011-05-16) Conflict of Interest and Values and Ethics Codes for the Public Service

1. The Consultant declares that the Consultant has no pecuniary interest in the business of any third party that would cause, or seem to cause, a conflict of interest in carrying out the Services, and should such an interest be acquired during the life of the Agreement, the Consultant shall declare it immediately to the Departmental Representative.
2. The Consultant shall not have any tests or investigations carried out by any persons, firms, or corporations, that may have a direct or indirect financial interest in the results of those tests or investigations.
3. The Consultant shall not submit, either directly or indirectly, a bid for any Construction Contract related to the Project.
4. The Consultant 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 Agreement.
5. The Consultant shall not be eligible to compete as a consultant or sub-consultant for a project which may result from the provision of the Services if the Consultant is involved in the development of a Project Brief or Terms of Reference, a Request for Proposal or similar documents for such project.

R1210D GC1.7 (2011-05-16) Status of Consultant

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

R1210D GC1.8 (2011-05-16) Entire Agreement

The Agreement constitutes the entire arrangement between the parties with respect to the subject matter of the Agreement, and supersedes all previous negotiations, communications and other arrangements relating to it, unless incorporated by reference herein.

R1210D GC1.9 (2011-05-16) Contingency Fees

The Consultant 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 Consultant 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).

R1210D GC1.10 (2012-07-16) Taxes

1. Municipal Taxes
   Municipal Taxes do not apply.

2. Provincial Taxes
   1. Except as provided by law, 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:

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

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

      2. 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.
   2. 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.
   3. Federal departments must pay the HST in the participating provinces of Newfoundland and Labrador, Nova Scotia, New Brunswick, Ontario and British Columbia.
   4. The Consultant is not exempt from paying PST under the above Exemption Licence Numbers or Exemption Certification. The Consultant 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 proposal submission date that affects the costs of the Services to the Consultant, the amount payable will be adjusted to reflect the increase or decrease in the cost to the Consultant. However, there will be no adjustment for any change that increases the cost of the Services to the Consultant if public notice of the change was given before proposal submission date in sufficient detail to have permitted the Consultant 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 Services.

4. GST or HST
   All prices and amounts of money in the agreement are exclusive of GST or HST, as applicable, unless otherwise indicated. Any amount levied in respect of the GST or HST will be billed as a separate item on invoices and will be paid in addition to the amount approved for Services performed, in accordance with GC 5.3.2. The Consultant 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 Consultant in respect of services provided in Canada if the Consultant is a non-resident unless the Consultant obtains a valid waiver. The amount withheld will be held on account for the Consultant in respect to any tax liability which may be owed to Canada.

R1210D GC1.11 (2011-05-16) Joint and Several Liability

If at any time there is more than one legal entity constituting the Consultant, their covenants under the Agreement shall be considered to be joint and several and apply to each and every entity. If the Consultant is or becomes a partnership or joint venture, each legal entity who is a member or becomes a member of the partnership or joint venture or its successors is and continues to be jointly and severally liable for the performance of the services and all the covenants of the Consultant pursuant to this Agreement, whether or not that entity ceases to be a member of the partnership, joint venture or its successor.

R1210D GC1.12 (2011-05-16) Federal Contractors Program - Certification

Where the Consultant has certified in its proposal its status with the Federal Contractors Program ; the Consultant acknowledges that Canada has relied upon such certification to enter into this Contract. Such certification may be verified in such manner as Canada may reasonably require. The Consultant acknowledges that in the event of a misrepresentation, Canada shall have the right to terminate the contract.

R1210D GC1.13 (2012-11-09) Code of Conduct and Certifications - Contract

1. The Consultant agrees to comply with the Code of Conduct for Procurement and to be bound by its terms. In addition to complying with the Code of Conduct for Procurement, the Consultant must also comply with the terms set out in this section.
2. The Consultant further understands that, to ensure fairness, openness and transparency in the procurement process, the commission of certain acts or offences may result in a termination for default under the contract. If the Consultant made a false declaration in its bid, makes a false declaration under the contract, fails to diligently maintain up to date the information herein requested, or if the Consultant or any of the Consultant's affiliates fail to remain free and clear of any acts or convictions specified herein during the period of the contract, such false declaration or failure to comply may result in a termination for default under the contract. The Consultant understands that a termination for default will not restrict Canada’s right to exercise any other remedies that may be available against the Consultant and agrees to immediately return any advance payments.
3. For the purpose of this section, everyone, including but not limited to organizations, bodies corporate, societies, companies, firms, partnerships, associations of persons, parent companies and subsidiaries, whether partly or wholly-owned, as well as individuals and directors, are Consultant's affiliates if:
   1. directly or indirectly either one controls or has the power to control the other, or
   2. a third party has the power to control both.
   Indicia of control, include, but are not limited to, interlocking management or ownership, identity of interests among family members, shared facilities and equipment, common use of employees, or a business entity created following the acts or convictions specified in this section which has the same or similar management, ownership, or principal employees, as the case may be.
4. The Consultant must diligently maintain an up-to-date list of names by informing Canada in writing of any change occurring during the period of the contract. The Consultant must also, when so requested, provide Canada with the corresponding Consent Forms.
5. The Consultant certifies that it is aware, and that its affiliates are aware, that Canada may verify the information provided by the Consultant, including the information relating to the acts or convictions specified herein through independent research, use of any government resources or by contacting third parties.
6. The Consultant certifies that neither the Consultant nor any of the Consultant's affiliates have directly or indirectly, paid or agreed to pay, and will not, directly or indirectly, pay a contingency fee to any individual for the solicitation, negotiation or obtaining of the Contract if the payment of the fee would require the individual to file a return under section 5 of the Lobbying Act.
7. The Consultant certifies that no one convicted under any of the provisions under a) or b) below are to receive any benefit under the contract. In addition, the Consultant certifies that except for those offences where a criminal pardon or a record suspension has been obtained or capacities restored by the Governor in Council, neither the Consultant nor any of the Consultant's affiliates has ever been convicted of an offence under any of the following provisions:
   1. paragraph 80(1)(d) (False entry, certificate or return), subsection 80(2) (Fraud against Her Majesty) or section 154.01 (Fraud against Her Majesty) of the Financial Administration Act, or
   2. section 121 (Frauds on the government and Consultant subscribing to election fund), section 124 (Selling or Purchasing Office), section 380 (Fraud) for fraud committed against Her Majesty or section 418 (Selling defective stores to Her Majesty) of the Criminal Code of Canada, or
   3. section 462.31 (Laundering proceeds of crime) or sections 467.11 to 467.13 (Participation in activities of criminal organization) of the Criminal Code of Canada, or
   4. section 45 (Conspiracies, agreements or arrangements between competitors), 46 (Foreign directives) 47 (Bid rigging), 49 (Agreements or arrangements of federal financial institutions), 52 (False or misleading representation), 53 (Deceptive notice of winning a prize) under the Competition Act, or
   5. section 239 (False or deceptive statements) of the Income Tax Act, or
   6. section 327 (False or deceptive statements) of the Excise Tax Act, or
   7. section 3 (Bribing a foreign public official) of the Corruption of Foreign Public Officials Act, or
   8. section 5 (Trafficking in substance), section 6 (Importing and exporting), or section 7 (Production of substance) of the Controlled Drugs and Substance Act.

R1210D GC1.14 (2012-07-16) International Sanctions

1. Persons in Canada, and Canadians outside of Canada, are bound by economic sanctions imposed by Canada. As a result, the Government of Canada cannot accept delivery of goods or services that originate, either directly or indirectly, from the countries or persons subject to economic sanctions.
2. The Consultant must not supply to the Government of Canada any goods or services which are subject to economic sanctions.
3. The Consultant must comply with changes to the regulations imposed during the period of the Agreement. The Consultant must immediately advise Canada if it is unable to perform the Services 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 Agreement will be terminated for the convenience of Canada in accordance with terms and conditions of the Agreement.