The Contract is the undertaking by the parties to perform their respective duties, responsibilities, and obligations as prescribed in the Contract Documents and represents the entire agreement between the parties.

The Contract Documents consists of those documents listed in Document 00010 and 00015 of the Project Manual and amendments upon between the parties.

The Owner is the University of Ottawa . The term Owner means the Owner of the Owner's authorized agent or representative is designated to the Contractor in writing, but does not include the Consultant .

The Contractor is the person or entity identified as such in the Agreement. The term Contractor means the Contractor or the Contractor's authorized representative as designated to the Owner in writing.

A Subcontractor is a person or entity having a direct contract with the Contractor to perform a part or parts of the Work , or to supply Products worked to a special design for the Work .

A Supplier is a person or entity having a direct contract with the Contractor to supply Products not worked to a special design for the Work .

The Consultant is the University of Ottawa Physical Resources Service . The term Consultant means the Consultant or the Consultant's authorized agent or representative.

The Project means the total construction contemplated of which the Work may be the whole or a part.

The Work means the total construction and related services required by the Contract Documents .

The Place of Work is the designated site or location of the Work .

Product or Products means material, machinery, equipment, and fixtures forming the Work , but does not include machinery and equipment used to prepare, fabricate, convey, or erect the Work , which are referred to as construction machinery and equipment.

Provide means to supply and install.

The Contract Price is the amount stipulated in the Work Order .

The Contract Time is the time agreed upon between the parties from the commencement of the Work to Substantial Performance of the Work .

Working Day

Working Day means a day other than a Saturday, Sunday, or a holiday which is observed by the construction industry in the area of the Place of Work .

Supplemental Instruction

A Supplemental Instruction is an instruction, not involving adjustment in the Contract Price or Contract Time , in the form of specifications, drawings, schedules, samples, models or written instructions, consistent with the intent of the Contract Documents . It is to be issued by the Consultant to supplemented the Contract Documents as required for the performance of the Work .

Change Order

A Change Order is a written amendment to the Contract prepared by the Consultant and signed by the Owner and as the Contractor stating their agreement upon:

• a change in the Work;
• he method of adjustment or the amount of the adjustment in the Contract Price , if any: and
• the extent of the adjustment in the Contract Time , if any.

Change Directive

A Change Directive is written instruction prepared by the Consultant and signed by the Owner directing a change in the Work within the general scope of the Contract Documents .

Substantial Performance of the Work

Substantial Performance of the Work is as defined in the lien legislation applicable to the Place of the Work . If such legislation is not in force or does not contain such definition, Substantial Performance of the Work shall have been reached when the Work is ready for use or is being used for the purpose intended and is so certified by the Consultant .

Value Added Taxes

Value Added Taxes means such sum as shall be levied upon the Contract Price by the Federal or Provincial Government and computed as a percentage of the Contract Price and includes the Goods and Services Tax, the Quebec Sales Tax and any similar tax, the payment or collection of which is by the legislation imposing such tax an obligation of the Contractor .

Work Order

The Work Order means the University of Ottawa Work Order , a blank copy of which is included for reference in the Bid Documents, appended to Document 00201 “Instruction to Bidders”.

GC 1.2 INTENT

The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor . The Contract Documents are complimentary, and what is required by one shall be as binding as if required by all.

PART 2 - OWNER

GC 2.1 OWNER'S ADMINISTRATION OF THE CONTRACT

The Owner will visit the site at intervals appropriate to the stage of construction to review the Work. The Owner will be entitled to reject work that does not conform to the Contract Documents.

The Owner will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility.

Based on the Owner's observations and evaluations of the Contractor's Applications for Payment, the Owner will review the amounts due the Contractor and make payment as prescribed in the Contract Documents .

The Owner will promptly review and take appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but for the sole purpose of ascertaining conformance with the general concept. The review by the Owner does not relieve the Contractor from the responsibility for meeting all requirements of the Contract Documents.

GC 2.2 OWNER'S RIGHT TO STOP THE WORK

If the Contractor fails to correct work which is not in accordance with the Contract Documents , the Owner may direct the Contractor in writing to stop the Work until the correction is made.

GC 2.3 OWNER'S RIGHT TO CARRY OUT THE WORK

If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails, within a seven day period after receipt of written notice from the Owner , to correct such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies, correct such deficiencies. In such case, a Change Order shall be issued deducting the cost of correction from payments due the Contractor .

GC 2.4 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project .

The Contractor shall coordinate and cooperate with separate contractors employed by the Owner .

PART 3 - CONTRACTOR

GC 3.1 SIGNING OF THE CONTRACT

Signing of the Contract by the Contractor is a representation that the Contractor has visited the site, examined the Contract Documents , and fully informed himself of all existing conditions, limitations, and difficulties which may arise during the execution of the Work .

GC 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

Before commencing the Work , the Contractor shall:

• review the Contract Documents and identify errors, discrepancies, omissions, ambiguities or conflicts in or among the Contract Documents ;
• take field measurements, verify field conditions and correlate with the Contract Documents and other information known to the Contractor ; and
• promptly report errors, discrepancies, omissions, ambiguities or conflicts discovered to the Owner .

. GC 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES

The Contractor shall employ a competent supervisor and necessary assistants to supervise and direct the Work and shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work .

GC 3.4 LABOUR AND MATERIALS

Unless otherwise provided in the Contract Documents , the Contractor shall provide and pay for labour, materials, equipment, tools, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work .

GC 3.5 WARRANTY

The Warranty period with regard to the Contract is one year from the date of Substantial Performance of the Work or those periods specified in the Contract Documents for certain portions of the Work or Products . The Contractor shall promptly correct, at his own expense, defects or deficiencies in the Work which appear prior to and during the warranty periods specified in the Contract Documents

GC 3.6 TAXES AND DUTIES

The Contract Price shall include all taxes and customs duties in effect at the time of tender closing, except for Value Added Taxes which shall be payable by the Owner to the Contractor. The Contract Price shall be adjusted to reflect any increase or decrease in the cost of taxes to the Contractor.

GC 3.7 PERMITS, FEES AND NOTICES

The Contractor shall obtain and pay for permits, governmental fees, charges, inspections, licences and certificates required by authorities having jurisdiction, except for the Building Permit which will be obtained and paid for by the Owner .

GC 3.8 INSURANCE, DEDUCTABLE AND INDEMNIFICATION

The Contractor agrees at his expense to maintain in force during the term of this agreement and in any renewal thereof:

• Comprehensive General Liability Insurance, with a limit of not less than 2 million dollars per occurrence, against claim for personal injury, death or property damage arising out of all operations of the Contractor, including personal and contractual liability. Such policy shall include the University of Ottawa as named insured and contain a waiver of subrogation in favour of the University.
• Automobile Liability Insurance with a limit of not less than 2 million dollars for bodily injury, death and damage to property covering vehicles owned or leased by the Contractor .
• All risk direct damage insurance covering all property carried, handled and transported by the Contractor , including without limitation, its full replacement.
• Such other insurance as may be reasonably required by the University.

In all instances whereby the University's Insurance must contribute in part or in whole to the payment of a claim for which the responsibility lies with the Contractor or its subcontractor , the Contractor shall be responsible for the deductible(s) associated to the claim.

The Contractor shall indemnify and hold harmless the University of Ottawa, consultants employed by the University, its agents and employees from and against claims, demands, losses, cost, damages, actions, suits or proceeding (hereinafter called “claims”), by third parties, including but not limited to legal fees and costs, arising out of or attributable to the Contractor's performance of the work, provided such claims are:

• attributable to bodily injury, sickness, disease, loss of use or to damage to or destruction of tangible property, and
• caused by negligent acts or omissions of the Contractor or anyone for whose acts the Contractor may be liable.

PART 4 - CHANGES IN THE WORK

GC 4.1 CHANGE ORDER AND CHANGE DIRECTIVE

Changes in the Work may be accomplished by Change Order or by Change Directive . The Owner , without invalidating the Contract , may order changes in the Work, within the general scope of the Contract, consisting of additions, deletions or other revisions, the Contract Price and Contract Time being adjusted accordingly.

GC 4.2 VALUATION OF CHANGES

The amount of Contract Price or Contract Time adjustment shall be negotiated between the Owner and the Contractor . If agreement cannot be reached, the Contractor , on receipt of a Change Directive , shall promptly execute the change in the Work. Pending determination of the final amount of a Change Directive , the undisputed value of the work performed as a result of the Change Directive is eligible to be included in progress payments.

The amounts of adjustments to the Contract Price shall be determined on the following basis:

• Contractor , own forces: Hire of equipment, labour and material cost plus 10% overhead and 5% profit.

• Contractor , work performed by Subcontractor : Subcontractor's hire of equipment, labour and material cost plus 5% overhead and profit.

• Subcontractor: Hire of equipment, labour and material cost plus 10% overhead and 5% profit.
  
  
• verhead and profit mark-ups shall be all-inclusive of administration and implementation costs, both at the site and at the Contractor's place of business.
  
  
• No extra mark-up shall be charged for supervision on extra work which is done before Substantial Performance of the Work .
  
  
• 5% overhead and profit to be retained by the Contractor for items deleted.
  
  
•   In the computation of accounts for extras and credits, credits shall be deducted from the total amount of the extra before overhead and profit charges are applied.

PART 5 - PAYMENTS AND COMPLETION

GC 5.1 APPLICATIONS FOR PAYMENT

At least ten (10) days before submission of the first Application for Payment, the Contractor shall submit to the Owner a Schedule of Values consisting of a breakdown of the Contract Price in to identifiable portions of the Work, based on the Table of Contents of the Project Specifications or such other format as may be mutually agreed upon by both parties.

At the end of each calendar month or at such other times as may be mutually agreed upon by both parties, the Contractor shall submit to the Owner an itemized Application for Payment for operations completed. Such application shall be supported by such data substantiating the Contractor's right to payment as the Owner may reasonably require.

GC 5.2 PROGRESS PAYMENTS

The Owner shall, within thirty (30) days after receipt of the Contractor's Application for Payment:

• review the amount of the application and correlate with the Owner's observations on site;
• if deemed necessary, adjust the amount of the claim to reflect the amount the Owner determines is properly due;
• if the amount of the claim is adjusted by the Owner, notify the Contractor in writing of the reasons for withholding payment in whole or in part; and
• make payment to the Contractor of the amount properly due, based on the value of the completed work less the 10% holdback required by the applicable lien legislation

A progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of work not in accordance with the requirements of the Contract Documents .

GC 5.3 SUBSTANTIAL PERFORMANCE

When the Contractor , after having conducted his own inspection, claims that the Work or a designated portion thereof if substantially performed, the Owner shall conduct an inspection and prepare a list of items to be completed or corrected. Failure to include an item on the list does not alter the Contractor's responsibility to complete the Contract .

When the Owner deems the Contract to be substantially performed, the Owner shall establish the date of Substantial Performance , shall establish the responsibilities of the Owner and Contractor, and shall fix the time within which the Contractor shall finish all items on the list of items to be completed or corrected.

Warranties required by the Contract Documents shall commence on the date of Substantial Performance of the Work .

GC 5.4 FINAL COMPLETION AND FINAL PAYMENT

Upon receipt of a final Application for Payment, the Owner shall inspect the Work. When the Owner finds the Work acceptable and the Contract fully performed, the Owner shall promptly make final payment.

Final Payment shall not become due until the Contractor submits to the Owner releases and waivers of liens, and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests or encumbrances arising out of the Contract.

PART 6 - PROTECTION OF PERSONS AND PROPERTY

GC 6.1 OWNER'S RESPONSIBILITIES

Prior to the Contractor commencing the Work , the Owner shall

• take all reasonable steps to determine whether any toxic or hazardous substances or materials are present at the Place of Work , and
• provide the Contractor with a written list of any such substances and materials.

The Owner shall take all reasonable steps to ensure that no person suffers injury, sickness or death and that no property is damaged or destroyed as a result of exposure to or the presence of the substances or materials which were at the Place of Work prior to the Contractor commencing the Work .

Unless the Contract provides otherwise the Owner shall be responsible for taking all necessary steps, in accordance with legal requirements, to dispose of, store or otherwise render harmless toxic or hazardous substances or materials which were present at the Place of Work prior to the Contractor commencing the Work .

GC 6.2 CONTRACTOR'S RESPONSIBILITIES

If the Contractor encounters toxic or hazardous substances or materials at the Place of Work which were not disclosed by the Owner , or which were disclosed but not dealt with by the Owner , the Contractor shall

• take all reasonable steps, including stopping the Work , to ensure that no person suffers injury, sickness or death and that no property is damaged or destroyed as a result of exposure to or the presence of the substances or materials, and
• immediately report the circumstances to the Owner in writing.

PART 7 - CORRECTION OF WORK

The Contractor shall promptly correct Work rejected which fails to conform to the requirements of the Contract Documents . The Contractor shall bear the cost of correcting such Work .

If the Contractor fails to complete or correct nonconforming work within a reasonable time, the Owner may correct it and the Contractor shall reimburse the Owner for the cost of correction.