THE CORPORATION OF THE MUNICIPALITY OF SIOUX LOOKOUT BY-LAW NO

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1 THE CORPORATON OF THE MUNCPALTY OF SOUX LOOKOUT BY-LAW NO BENG A BY-LAW TO AUTHORZE THE MAYOR AND THE CLERK TO EXECUTE AN AGREEMENT BETWEEN THE CORPORATON OF THE MUNCPALTY OF SOUX LOOKOUT AND LTL CONTRACTNG LTO. REGARDNG THE HGHWAY 72 WATER AND SEWER EXTENSON PROJECT C) WHEREAS Secton 9 of the Muncpal Act 2001 as amended grants muncpaltes the capacty rghts powers and prvleges of a natural person for the purpose of exercsng ts authorty under the Act; and WHEREAS sgnng agreements s consdered to be a natural person capacty rght power or prvlege; and WHEREAS the Councl of The Corporaton of the Muncpalty of Soux Lookout deems t advsable and expedent to sgn an agreement wth LTL Contractng Ltd. regardng the Hghway 72 Water and Sewer Extenson Project; NOW THEREFORE THE COUNCL OF THE CORPORATON OF THE MUNCPALTY OF SOUX LOOKOUT ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk are hereby authorzed and drected to execute the agreement wth LTL Contractng Ltd regardng the Hghway 72 Water & Sewer Extenson Project. 2. THAT the agreement s attached as Schedule A to ths By-Law. 3. THAT the Mayor's and Clerk's authorty and drecton to execute the abovenoted agreement extends to any renewal agreements or admnstratve amendments to the agreement. 4. THAT ths By-Law shall come nto force and take effect on the date of ts fnal passng. READ A FRST SECOND AND THRD TME AND PASSED THS TWENTY FRST DAY OF NOVEMBER C) KathyqR~YOr ~.. ~' ~n~'....'" lrs Nov 21/07

2 Schedld-e A 10 B~-LaLU >5fa-07 CONTRACT DOCUMENTS for HGHWAY 72 WATER & SEWER SERVCNG SOUX LOOKOUT ONTARO UNT PRCE CONTRACT STANDARD CONSTRUCTON DOCUMENT CCDC 4 between THE MUNCPALTY OF SOUXLOOKOUT and LTL CONTRACTNG LTD. KEEWATN-ASK LTD. 9

3 AGREEMENT BETWEEN OWNER AND CONTRACTOR for use when unt prces form the bass of payment and to be used only wth the General Condtons of the Unt Prce Contract Ths Agreement made on the Eleventh day of February n the year two thousand and Eght by and between The Muncpalty of Soux Lookout herenafter called the "Owner" and LTL Contractng Ltd. herenafter called the "Contractor" wtnesses: that the partes agree as follows ARTCLE A-1 THE WORK The Contractor shall: (a) perform the Work requred by the Contract Documents for Extenson of water and sewer servcng of along Autumnwood Drve Drayton Road Hghway 72 Pne Avenue Forest Drve and Beech Lane n Soux Lookout Ontaro. whch have been sgned by the partes and whch were prepared by. Keewatn-Ask Ltd. actng as and herenafter called "Consultant" and b) do and fulfll everythng ndcated by ths Agreement and c) commence the Work by the 30 th day of January 2008 and attan Substantal Performance of the Work as certfed by the 30 th day of August

4 Standard Constructon Document-CCDC ARTCLE A-2 CONTRACT DOCUMENTS The followng s an exact lst of the Contract Documents referred to n Artcle A-1 of ths Agreement and as defned n tem 2 of DEFNTONS. Ths lst s subject to subsequent amendments n accordance wth the provsons of the Contract and agreed upon between the partes. Terms used n the Contract Documents whch are defned n the attached DEFNTONS shall have the meanngs desgnated n those DEFNTONS. (nsert here attachng addtonal pages f requred a lst dentfyng the Contract Documents ncludng: the Agreement General Condtons Supplementary Condtons Defntons drawngs gvng drawng number ttle date revson date or mark and specfcatons gvng a lst of contents wth secton numbers and ttles number of pages and date of revson marks. Clearly dentfy modfcatons to the Contract Documents.) 1. CONTRACT DOCUMENTS Agreement Artcle Nos. A-1 to A-9 nclusve; Defntons: tem Nos. 1 to 16 nclusve; General Condtons: GC1 to GC36 nclusve; V Tender Documents: Secton Nos ; V Techncal Specfcatons Secton Nos DRAWNGS (ssued for Constructon dated November 2007) P-1 Santary Lft Staton Plan & Elevatons G-1 Santary Lft Staton Ste Plan & Electrcal D-1 Servcng Detals D-2 Servcng Detals D-3 Servcng Detals D-4 Servcng Detals & Notes PP-1 Beech Lane Plan & Profle - STA to PP-2 Forest Drve Plan & Profle - STA to PP-3 Forest Drve Plan & Profle - STA to PP-4 Forest Drve Plan & Profle - STA to PP-5 Pne Avenue Plan & Profle - STA to PP-6 HWY 72 Plan & Profle - STA to PP-7 HWY 72 Plan & Profle - STA to PP-8 Drayton Road Plan & Profle - STA to PP-9 Autumnwood Drve Plan & Profle - STA to Addenda 1. Addenda Nos. 1 to 5 nclusve. 4. Post Tender Document Revsons 1.Date of Tender Valdty extended to January Date of Substantal Performance revsed to August Revsed Secton 'E' of the Tender Form - Provsonal Prcng (copy attached CCDC Page 3

5 Standard Constructon Document-CCDC ARTCLE A-3 CONTRACT PRCE (a) The quanttes shown n the Schedule of Contract Unt Prces are estmated. The Contract Prce shall be the fnal sum of the products of the actual quanttes that are ncorporated n or made necessary by the Work as confrmed by count and measurement and the approprate Contract Unt Prces together wth any adjustments that are made n accordance wth the provsons of the Contract Documents. (b) The Estmated Contract Prce shall be the use of the products of the estmated quanttes and the approprate Contract Unt Prces n the Schedule. (c) Schedule of Contract Unt Prces.' tem Spec. No. Descrpton Estmated Quantty Unt Contract Unt Prce Estmated Total Prce 1) The Schedule of Contract Unt Prces and estmated Contract Prce are lsted on the attached completed Tender Form Secton as submtted by LTL Contractng Ltd. (see attached) Total estmated contract prce $ CCDC Page 4

6 Standard Constructon Document-CCDC Contnues... (c) Schedule of Contract Unt Prces* contnued... tem Spec. No. Descrpton Estmated Quantty Unt Contract Unt Prce Estmated Total Prce Estmated Contract Prce $ $ Two Mllon Three Hundred and Eghty-Eght Thousand. Nne Hundred and Nnety-Eght Dollars and Eghty-Fve Cents n Canadan Funds. CCDC Page 5

7 Standard Constructon Document-CCDC ARTCLE A-4 PAYMENT (A) (b) The Owner shall pay the Contractor n Canadan funds for the performance of the Contract the amounts beng determned by actual measured quanttes of the ndvdual work tems contaned n the Schedule of Contract Unt Prces n Artcle A-3(c) of ths Agreement and measured n accordance wth the methods of measurement gven n the specfcatons. Subject to applcable legslaton and the provsons of the Contract Documents and n accordance wth legslaton and statutory regulatons respectng holdback percentages and where such legslaton or regulatons do not exst or apply subject to a holdback of Ten percent ( 10%) the Owner shall: () make monthly payments to the Contractor on account of the work performed as certfed by the Consultant and; (2) upon Substantal Performance of the Work as certfed by the Consultant pay to the Contractor the unpad balance of holdback mones then due and; (3) upon Total Performance of the Work as certfed by the Consultant pay to the Contractor the unpad balance of mones then due. (c) (d) n the event of loss or damage occurrng where payment becomes due under the property and boler nsurance polces payment shall be made to the Contractor n accordance wth the provsons of GC 20-NSURANCE. f the Owner fals to make payments to the Contractor as they become due under the terms of ths Contract or n an award by arbtraton or court nterest of Prme + One percent (prme + 1 %) per annum on such unpad amounts shall also become due and payable untl payment. Such nterest shall be calculated and added to any unpad amounts monthly. ARTCLE A-5 RGHTS AND REMEDES (a) (b) The dutes and oblgatons mposed by the Contract Documents and the rghts and remedes avalable thereunder shall be n addton to and not a lmtaton of any dutes oblgatons rghts and remedes otherwse mposed or avalable by law. No acton or falure to act by the Owner Consultant or Contractor shall consttute a waver of any rght or duty afforded any of them under the Contract nor shall any such acton or falure to act consttute an approval of or acquescence n any breach thereunder except as may be specfcally agreed n wrtng. CCDC Page 6

8 Standard Constructon Document-CCDC ARTCLE A-6 RECEPT AND ADDRESSES FOR NOTCES Communcatons n wrtng between the partes or between them and the Consultant shall be consdered to have been receved by the addresses on the date of delvery f delvered by hand to the ndvdual or to a member of the frm or to an offcer of the corporaton for whom they are ntended or f sent by post or by telegram to have been delvered wthn the (5) workng days of the date of malng dspatch or of delvery to the telegraph company when addressed as follows: The Owner at "" "." " P.O. Box 158 Soux Lookout Ontaro P8T 1A4 post offce or dstrct provnce postal code The Contractor at" ".. " " " 1186 Russell Street Thunder Bay Ontaro P7B 5N2 street and number and postal box number f applcable post offce or dstrct provnce postal code The Consultant at 61 Queen Street P.O. Box 510 Soux Lookout Ontaro P8T 1A8 street and number and postal box number f applcable post offce or dstrct provnce postal code ARTCLE A-7 LAW OF THE CONTRACT The law of the Place of the Work shall govern the nterpretaton of the Contract. ARTCLE A-8 LANGUAGE OF THE CONTRACT When the Contract Documents are prepared n both the Englsh and French languages t s agreed that n the event of any apparent dscrepancy between the Englsh and French versons the Englsh language shall preval. Ths Agreement s drawn n Englsh at the request of all partes hereto; ce marche est redge en angls a la demande de toutes les partes. CCDC Page 7

9 Standard Constructon Document-CCDC ARTCLE A-9 SUCCESSON The General Condtons of the Unt Prce Contract hereto annexed and the other aforesad Contract Documents are to be read nto and form part of ths Agreement and the whole shall consttute the Contract between the partes and subject to law and the provsons of the Contract Documents shall ensure to the beneft of and be bndng upon the partes hereto ther respectve hers legal representatves successors and assgns. n wtness whereof the partes hereto have executed ths Agreement under ther respectve corporate seals and by the hands of ther proper offcers thereunto duly authorzed. SGNED SEALED AND DELVERED n the presence of: OWNER. ux Lookout B.....The Muncpalty of Sl~ CJ k (... ~~ ~. ~~/"....Er... Sgnature~o'...PQ}/J.j-...t..y.. ~m;:" '~~t~~~ ';'''0'1. a"ekwue/~)o/.k... ~~.: ~;~Z ~ ~ d ~j~..;.. r~..:..~xe k ~; ~;. '<..6- _ -e _. ;;~; """ '.' '.. "g~.w:" ~?010<;..A:;;Y5... ;;~'~~~~~'" j name and ttle...t.o {~.... ~~.. c.~'. ". ~;;;'e ~~d ttle... 'J1J /fl"" 11. ( ".c... CONTRACTOR... LTL Contractng Ltd. j ;;;~f~2\<:::~~ : ~... '""\'x~"'.\\f......u... name and ttle ;')...'Jc:c... Mf55..(t':-:... S/~~.~t~r~ ;$;;~~;;;~~&f~/(~tv..4~~~~ name and ttle name and ttle N.B. Where legal jursdcton local practce or Owner or Contractor requrement calls for proof of authorty to execute ths document proof of such authorty n the form of a certfed copy of a resoluton namng the person or persons n queston as authorzed to sgn the Agreement for and on behalf of the corporaton or partnershp partes to ths Agreement should be attached. CCDC Page 8

10 Standard Constructon Document - CeDe DEFNTONS The followng Defntons shall apply to all Contract Documents. 1. The Contract The Contract Documents form the Contract. The Contract s the undertakng by the partes to perform ther respectve dutes responsbltes and oblgatons as prescrbed n the Contract Documents and represents the entre agreement between the partes. The Contract supersedes all pror negotatons representatons or agreements ether wrtten or oral ncludng the bddng documents. The Contract may be amended only as provded n the General Condtons of the Contract. 2. Contract Documents The Contract Documents consst of the executed Agreement between the Owner and Contractor the General Condtons of the Contract Supplementary Condtons Defntons specfcatons drawngs and such other documents' as are lsted n Artcle A-2 - CONTRACT DOCUMENTS ncludng amendments thereto ncorporated before the executon of the Contract and subsequent amendments thereto made pursuant to the provsons of the Contract and agreed upon between the partes. 3. Owner The Owner s the person frm or corporaton dentfed as such n the Agreement and s referred to throughout the Contract Documents as f sngular n number and masculne n gender. The term Owner means the Owner or hs authorzed agent or representatve as desgnated to the Contractor n wrtng but does not nclude the Consultant. 4. Consultant The Consultant s the person frm or corporaton dentfed as such n the Agreement and s an Archtect or Engneer lcensed to practce n the provnce or terrtory of the Place of the Work and s referred to throughout the Contract Documents as f sngular n number and masculne n gender. 5. Contractor The Contractor s the person frm or corporaton dentfed as such n the Agreement and s referred to throughout the Contract Documents as f sngular n number and masculne n gender. The term Contractor means the Contractor or hs authorzed representatve as desgnated to the Owner n wrtng. 6. Subcontractor A Subcontractor s a person frm or corporaton havng a drect contract wth the Contractor to perform a part or parts of the Work or to supply products worked to a specal desgn accordng to the Contract Documents. but does not nclude one who merely supples products not so worked. The term Subcontractor s referred to throughout the Contract Documents as f sngular n number and masculne n gender. 7. The Project The Project means the total constructon contemplated of whch the Work may be the whole or a part. 8. The Work The Work means the total constructon and related servces requred by the Contract Documents. 9. Products Products means materal machnery equpment and fxtures formng the Work but does not nclude machnery and equpment used for preparaton fabrcaton conveyng and erecton of the Work and normally referred to as constructon machnery and equpment. 10. Other Contractor Other Contractor means a person frm or corporaton employed by or havng a separate contract drectly or ndrectly wth the Owner for work other than that requred by the Contract Documents. eede Fle

11 11. Place of the Work The Place of the Work s the desgnated ste or locaton of the Project of whch the Work may be the whole or a part. 12. Tme la) b) c) dl The Contract Tme s the tme stpuated n the Contract Documents for Substantal Performance of the Work. The date of Substantal Performance of the Work s the date certfed as such by the Consutant. Day means the calendar day. Workng day means days other than Saturdays Sundays and holdays whch are observed by the constructon ndustry n the area of the Place of the Work. 13. Substantal Performance of the Work Substanta Performance of the Work s as defned n the len legslaton applcable to the Place of the Work. f such legslaton s not n force or does not contan such defnton Substanta Performance of the Work shall have been reached when the Work s ready for use or s beng used for the purpose ntended and s so certfed by the Consultant. 14. Total Performance of the Work Total Performance of the Work means when the entre Work except those tems arsng from the provsons of GC 24 ~ WARRANTY has been performed to the requrements of the Contract Documents and s so certfed by the Consultant. 15. Changes n the Work Changes n the Work means the deleton extenson ncrease decrease or alteraton of lnes grades dmensons methods drawngs or materas of the Work or part thereof wthn the scope of the Work contemplated by the Contract Documents. 16. Extra Work Extra Work means any work or servce the performance of whch s beyond the scope of the Work contemplated by the Contract Documents. 10 CCDC Fle 00530

12 Standard Constructon Document - CCDC THE GENERAL CONDTONS OF THE UNT PRCE CONTRACT (Herenafter referred to as the General Condtons.) GC DOCUMENTS 1.1 The Contract Documents shall be sgned n duplcate by the Owner and the Contractor. 1.2 The Contract Documents are complementary and what s requred by anyone shall be as bndng as f requred by all. 1.3 The ntent of the Contract Documents s to nclude the labour products and servces necessary for the performance of the Work n accordance wth these documents. t s not ntended however that the Contractor shall supply products or perform work not consstent wth covered by or properly nferable from the Contract Documents. 1.4 Words and abbrevatons whch have well known techncal or trade meanngs are used n the Contract Documents n accordance wth such recognzed meanngs. 1.5 References to the masculne or the sngular shall be consdered to nclude the femnne and the plural as the context requres. 1.6 n the event of conflcts between Contract Documents the followng shall apply: la) b) (c) (dl (e) {fl fgured dmensons shown on a drawng shall govern even though they may dffer from dmensons scaled on the same drawng drawngs of larger scale shall govern over those of smaller scale of the same date specfcatons shall govern over drawngs the General Condtons shall govern over specfcatons Supplementary Condtons shall govern over the General Condtons and the executed Agreement between the Owner and Contractor shall govern over all documents. Notwthstandng the foregong documents of later date shall always govern. The Contractor shall be provded wthout charge wth as many copes of the Contract Documents or parts thereof as are necessary for the performance of the Work. The Contractor shall keep one copy of current Contract Documents and shop drawngs at the Place of the Work n good order and avalable to the Consultant and hs representatves. Ths requrement shall not be consdered to nclude the executed set of Contract Documents. Drawngs specfcatons models and copes thereof furnshed by the Consultant are and shall reman hs property wth the excepton of the sgned contract sets belongng to each party to ths Contract. Such documents and models are to be used only wth respect to the \Nark and are nct to be used on other work. Such documents and models are not to be coped or revsed n any manner wthout the wrtten authorzaton of the Consultant. Models furnshed by the Contractor at the Owner's expense are the property of the Owner. GC ADDTONAL NSTRUCTONS Durng the progress of the Work the Consultant wll furnsh to the Contractor such addtonal nstructons to supplement the Contract Documents as may be necessary for the performance of the Work. Such nstructons shall be consstent wth the ntent of the Contract Documents. Addtonal nstructons may be n the form of specfcatons drawngs samples models or other wrtten nstructons. Addtonal nstructons wll be ssued by the Consultant wth reasonable promptness and n accordance wth a schedule agreed upon for such nstructons. cede Fle

13 GC CONSULTANT The Consultant wll provde admnstraton of ths Contract as descrbed n the Contract Documents. The Consultant wll be the Owner's representatve durng constructon and untl completon of any correcton of defects under the provsons of GC 24 ~ WARRANTY paragraph 24.2 or untl the ssuance of the Certfcate of Total Performance of the Work whchever s later. The Owner's nstructons to the Contractor shall be forwarded through the Consultant. The Consultant wll have authorty to act on behalf of the Owner only to the extent provded n the Contract Documents unless otherwse modfed by wrtten agreement n accordance wth paragraph The Consultant wll not be responsble for and wll not have control or charge of constructon means methods technques sequences or procedures or for safety precautons and programs requred for the Work n accordance wth the applcable constructon safety legslaton other regulatons or general constructon practce. The Consultant wll not be responsble for or have control or charge over the acts or omssons of the Contractor hs Subcontractors or ther agents employees or other persons performng any of the Work. The Consultant wll vst the ste at ntervals approprate to the progress of constructon to famlarze hmself wth the progress and qualty of the Work and to record the data necessary to establsh the pay quanttes under the Schedule of Contract Unt Prces. Based on the Consultant's observatons and hs evaluaton of the Contractor's applcatons for payment the Consultant wll determne the amounts owng to the Contractor under the Contract and wll ssue certfcates for payment n such amounts as provded n Artcle A-4 ~ PAYMENT and GC 14 - CER TFCATES AND PAYMENTS. The Consultant wll be n the frst nstance the nterpreter of the requrements of the Contract Documents and the judge of the performance thereunder by both partes to the Contract. nterpretatons and decsons of the Consultant shall be consstent wth the ntent of the Contract Documents and n makng hs decsons he wll not show partalty to ether party. Clams dsputes and other matters n queston relatng to the performance of the Work or the nterpretaton of the Contract Documents shall be referred ntally to the Consultant n wrtng for decson whch he wll gve n wrtng wthn B reasonable tme. The Consultant wll have authorty to reject work whch n hs opnon does not conform to the requrements of the Contract Documents. Whenever he consders t necessary or advsable he wll have authorty to requre specal nspecton or testng of work whether or not such work be then fabrcated nstalled or completed. However nether the Consultant's authorty to act nor any decson made by hm ether to exercse or not to exercse such authorty shall gve rse to any duty or responsblty of the Consultant to the Contractor hs Subcontractors or ther agents employees or other persons performng any of the Work. The Consultant wll revew and take approprate acton upon the Contractor's submttals such as shop drawngs product data and sampes n accordance wth the requrements of the Contract Documents. The Consultant wll prepare change orders n accordance wth the requrements of GC 11 - THE WORK AND EXTRA WORK. CHANGES N The Consultant wll conduct nspectons to determne the date of Substantal Performance of the Work and Total Performance of the Work n accordance wth the requrements of GC 14 - CERTFCATES AND PAYMENTS. He wll receve and revew wrtten warrantes and related documents requred by the Contract and provded by the Contractor and wll forward such warrantes and documents to the Owner for hs acceptance. f the Owner and the Consultant agree the Consultant wll provde at the ste one or more project representatves to assst the Consultant n carryng out hs responsbltes. The dutes responsbltes and lmtatons of authorty of such project representatves shall be as set forth n wrtng to the Contractor but shall n any event provde for the tmely recordng of the data necessary to establsh the pay quanttes under the Schedule of Contract Unt Prces. The dutes responsbltes and lmtatons of authorty of the Consultant as set forth n the Contract Documents wll not be modfed or extended wthout the wrtten consent of the Owner the Contractor and the Consultant. n the event of the termnaton of the employment of the Consultant the Owner shall mmedately appont a Consultant to whom the Contractor makes no reasonable objecton and whose status under the Contract shell be that of the former Consultant. 12 cede Fle 00720

14 3.15 Nothng contaned n the Contract Documents shall create any contractual relatonshp between the Consultant and the Contractor hs Subcontractors hs supplers or ther agents employees or other persons performng any of the Work. GC DELAYS f the Contractor s delayed n the performance of the Work by an act or omsson of the Owner Consultant Other Contractor or anyone employed or engaged by them drectly or ndrectly contrary to the provsons of the Contract Documents then the Contract Tme shall be extended for such reasonable tme as the Consultant may decde n consultaton wth the Contractor. The Contractor shall be rembursed by the Owner for reasonable costs ncurred by the Contractor as the result of such delay. f the Contractor s delayed n the performance of the Work by a stop work order ssued by a court or other publc authorty and provdng that such order was not ssued as the result of an act or fault of the Contractor or anyone employed or engaged by hm drectly or ndrectly then the Contract Tme shall be extended for such reasonable tme as the Consultant may decde n consultaton wth the Contractor. The Contractor shall be rembursed by the Owner for reasonable costs ncurred by the Contractor as the result of such delay. f the Contractor s delayed n the performance of the Work by labour dsputes strkes lock-outs (ncludng lock-outs decreed or recommended for ts members by a recognzed contractors' assocaton of whch the Contractor s member or to whch the Contractor s otherwse boundj fre unusual delay by common carrers or unavodable casualtes or wthout lmt to any of the foregong by a cause beyond the Contractor's control then the Contract Tme shall be extended for such reasonable tme as the Consultant may decde n consultaton wth the Contractor but n no case shall the extenson of tme be less than the tme lost as the result of the event causng the delay unless such shorter extenson be agreed to by the Contractor. The Contractor shall not be enttled to payment for costs ncurred as the result of such delays unless such delays are as the result of actons by the Owner. No extenson shall be made for delay unless wrtten notce of clam s gven to the Consultant not later than fourteen (14) days after the commencement of delay provdng however that n the case of a contnung cause of delay only one notce of clam shall be necessary f no schedule s made under GC 2 - ADDTONAL NSTRUCTONS no clam for delay shall be allowed because of falure to furnsh nstructons untl fourteen (14) days after a demand for such nstructons has been made and not then unless such clam s reasonable. The Consultant wll not except by wrtten notce to the Contractor stop or delay the Work pendng nstructons or proposed changes n the Work. GC OWNER'S RGHT TO PERFORM WORK OR STOP THE WORK OR TERMNATE CONTRACT f the Contr8ctor should be adjudged bankrupt or makes a general assgnment for the beneft of cedtors because of hs nsolvency or f a recever s apponted because of hs nsolvency the Owner may wthout prejudce to any other rght or remedy he may have by gvng the Contractor or recever or trustee n bankruptcy wrtten notce termnate the Contract. f the Contractor should neglect to prosecute the Work properly or otherwse fals to comply wth the requrements of the Contract to a substantal degree and f the Consultant has gven a wrtten statement to the Owner and Contractor that suffcent cause exsts the Owner may notfy the Contractor n wrtng that he s n default of hs contractual oblgatons and nstruct hm to correct the default n the fve 151 workng days mmedately followng the recept of such notce. f the correcton of the default cannot be completed n the fve 151 workng days specfed the Contractor shall be n complance wth the Owner's nstructons f he: lal b) (c) commences the correcton of the default wthn the specfed tme and provdes the Owner wth an acceptable schedule for such correcton and completes the correcton n accordance wth such schedule. f the Contractor fals to correct the default n the tme specfed or subsequently agreed upon the Owner wthout prejudce to any other rght or remedy he may have may: lal (bl correct such default and deduct the cost thereof from any payment then or thereafter due the Contractor provded the Consultant has certfed such cost to the Owner and the Contractor or termnate the Contractor's rght to contnue wth the Work n whole or n part or termnate the Contract. cede Fle

15 5.5 f the Owner termnates the Contractor's rght to contnue wth the Work under the condtons set out n ths General Condton he shall: (a) be enttled to take possesson of the premses and products and utlze the constructon machnery and equpment the whole subject to the rghts of thrd partes and fnsh the Work by whatever methodhe may consder expedent but wthout undue delay or expense and (b) (c) wthhold further payments to the Contractor untl the Work s fnshed and upon Total Performance of the Work charge the Contractor the amount by whch the full cost of fnshng the Work as certfed by the Consultant ncludng compensaton to the Consultant for hs addtonal servces and a reasonable allowance as determned by the Consultant to cover the cost of correctons to work performed by the Contractor that may be requred under GC 24 - WARRANTY exceeds the unpad balance of the Contract Prce; however f such cost of fnshng the Work s less than the unpad balance of the Contract Prce he shall pay the Contractor the dfference and (dan expry of the warranty perod charge the Contractor the amount by whch the cost of correctons to hs work under GC 24 - WARRANTY exceeds the allowance provded for such correctons or f the cost of such correctons s less than the allowance pay the Contractor the dfference. f a performance bond has been provded by the Contractor the provsons of ths General Condton shall be exercsed n accordance wth the condtons of such performance bond. The Contractor's oblgaton under the Contract as to qualty correcton and warranty of the work performed by hm up to the tme of termnaton shall contnue n force after such termnaton. GC CONTRACTOR'S RGHT TO STOP THE WORK OR TERMNATE CONTRACT f the Owner should be adjudged bankrupt or makes a general assgnment for the beneft of credtors because of hs nsolvency or f a recever s apponted because of hs nsolvency the Contractor may wthout prejudce to any other rght or remedy he may have by gvng the Owner or recever or trustee n bank(uptcy wrtten notce termnate the Contract. f the Work should be stopped or otherwse delayed for a perod of thrty (30) days or more under an order of a court or other publc authorty and provdng that such order was not ssued as the result of an act or fault of the Contractor or of anyone drectly or ndrectly employed or engaged by hm the Contractor may wthout prejudce to any other rght Dr remedy he may have by gvng the Owner wrtten notce term nate the Contract. The Contractor may notfy the Owner n wrtng wth a copy to the Consultant that the Owner s n default of hs contractual oblgatons f:. (a) the Consultant fals to ssue a certfcate n accordance wth the provsons of GC 14 - CER TFCATES AND PAYMENTS Dr (b) (c) the Owner fals to pay the Contractor when due the amounts certfed by the Consultant or awarded by arbtraton or court or the Owner volates the requrements of the Contract to a substantal degree and the Consultant can frms by wrtten statement to the Contractor that suffcent cause exsts. The Contractor's wrtten notce to the Owner shall advse that f the default s not corrected n the fve 151 workng days mmedately followng the recept of the wrtten notce the Contractor may wthout prejudce to any other rght or remedy he may have stop the Work Dr termnate the Contract. f the Contractor termnates the Contract under the condtons set out above he shall be enttled to be pad for all work performed n accordance wth the Schedule of Contract Unt Prces and for loss sustaned upon products and constructon machnery and equpment and such other damages as the Contractor may have sustaned as a result of the termnaton of the Contract. GC DSPUTES Dfferences between the partes to the Contract as to the nterpretaton applcaton or admnstraton of ths Contract or any falure to agree where agreement between the partes s called for heren collectvely called dsputes whch are not resolved n the frst nstance by decson of the Consultant pursuant to the provsons of GC 3 - CONSULTANT paragraphs 3.6 and 3.7 shall be settled n accordance wth the requrements of ths General Condton. 14 eeoc Fle 00720

16 GC10 SUBCONTRACTORS The Contractor agrees to preserve and protect the rghts of the partes under the Contract wth respect to work to be performed under subcontract and to: (a) b) enter nto contracts or wrtten agreements wth hs Subcontractors to requre them to perform ther work n accordance wth and subject to the terms and condtons of the Contract Documents and be as fully responsble to the Owner for acts and omssons of hs Subcontractors and of persons drectly or ndrectly employed by them as for acts and omssons of persons drectly employed by hm. The Contractor therefore agrees that he wll ncorporate the terms and condtons of the Contract Documents nto all subcontract agreements he enters nto wth hs Subcontractors The Contractor agrees to employ those Subcontractors proposed by hm n wrtng and accepted by the Owner at the sgnng of the Contract The Owner may for reasonable cause object to the use of a proposed Subcontractor and requre the Contractor to employ one of the other subcontract bdders n the event that the Owner requres a change from a proposed Subcontractor the Contract Prce shall be adjusted by the dfference n cost and mark-up occasoned by such requred change The Contractor shall not be requred to employ as a Subcontractor a person or frm to whom he may reasonably object The Consultant may upon reasonable request and at hs dscreton provde to a Subcontractor nformaton as to the percentage or quantty of the Subcontractor's work whch has been certfed for payment Nothng contaned n the Contract Documents shall create a contractual relatonshp between a Subcontractor and the Owner. GC 11 CHANGES N THE WORK AND EXTRA WORK 11.1 Changes n the Work: Except as provded n GC 12 - paragraph 12.4: lal bl VALUATON AND CERTFCATON OF CHANGES N THE WORK the Owner through the Consultant wthout nvaldatng the Contract may make Changes n the Work wth the Contract Prce and Contract Tme beng adjusted accordngly by wrtten order and no Changes n the Work shall be proceeded wth wthout a wrtten order sgned by the Owner and no clam for a change n the Contract Prce or change n the Contract Tme shall be vald unless so ordered and at the same tme valued or agreed to be valued as provded n GC 12 - VALUATON AND CERTFCATON OF CHANGES N THE WORK..2 Extra Work: lal The Owner may offer the Contractor Extra Work. f the terms and condtons for the performance of the Extra Work are agreed upon the Owner through the Consultant shall ssue a wrtten change order amendng the Contract Prce and Contract Tme as approprate or a wrtten order to proceed untl a prce and change n tme are agreed upon by the partes and a change order can be ssued. GC VALUATON AND CERTFCATON OF CHANGES N THE WORK f the type of work nvolved n a Change n the Work s ncluded n the tems contaned n the Schedule of Contract Unt Prces n Artcle A-3 - CONTRACT PRCE paragraph e) t shall be performed on the same payment bass as the orgnal Work except as descrbed n paragraphs 12.7 and 12.8 and the Contract Tme shall be extended for such tme as the Consultant may decde n consultaton wth the Contractor. f the type of work nvolved n a Change n the Work s not ncluded n the tems contaned n the Schedule of Contract Unt Prces n Artcle A-3 - CONTRACT PRCE paragraph c) or s such as to alter the nature or ntent of the work ncluded n ths Schedule the value of such change shall be determned n one or more of the followng methods: la) (b) c) d) by estmate and acceptance n a lump sum; by unt prces agreed upon; by cost and a fxed or percentage fee; by varaton of the Contract Unt Prces. 16 eede Fle 00720

17 The clamant shall gve wrtten notce of such dspute to the other party no later than thrty (30) days after the recept of the Consultant's decson gven under GC 3 - CONSULTANT paragraph 3.7. Such notce shall set forth partculars of the matters n dspute the probable extent and value of the damage and the relevant provsons of the Contract Documents. The other party shall reply to such notce no later than fourteen (14) days after he receves or s consdered to have receved t settng out n such reply hs grounds and other relevant provsons of the Contract Documents. f the matter n dspute s not resolved promptly the Consultant wll gve such nstructons as n hs opnon are necessary for the proper performance of the Work and to prevent delays pendng settlement of the dspute. The partes shall act mmedately accordng to such nstructons t beng understood that by so dong nether party wll jeopardze any clam they may have. f 't s subsequently determned that such nstructons were n error or at varance wth the Contract Documents the Owner shall pay the Contractor costs ncurred by the Contractor n carryng out such nstructons whch he was requred to do beyond what the Contract Documents correctly understood and nterpreted would have requred hm to do ncludng costs resultng from nterrupton of the WOrk. t s agreed that no act by ether party shall be construed as a renuncaton or waver of any of hs rghts or recourses provded he has gven the notces n accordance wth paragraph 7.2 and has carrad out the nstructons as provded n paragraph 7.3. f the partes have agreed to submt dsputes to arbtraton pursuant to a Supplementary Condton to the Contract or by subsequent agreement then the dspute shall be submtted to arbtraton n accordance wth the provsons of the arbtraton legslaton of the Place of the Work. f no provson or agreement s made for arbtraton then ether party may submt the dspute to such judcal trbunal as the crcumstances may requre. n recognton of the oblgaton by the Contractor to perform the dsputed work as provded n paragraph 7.3 t s agreed that settlement of dspute proceedngs may be commenced mmedately followng the dspute n accordance wth the aforegong settlement of dspute procedures. GC ASSGNMENT Nether party to the Contract shall assgn the Contract or a porton thereof wthout the wrtten consent of the other whch consent shall not be unreasonably wthheld. GC OTHER CONTRACTORS The Owner reserves the rght to let separate contracts n connecton wth the Project of whch the Work s a part Or do certan work by hs own forces. When separate contracts are awarded for dfferent parts of the Project or work s performed by the Owner's own forces the Owner shall: (a) provde for the co-ordnaton ot'the work of hs own forces and of each separate contract wth the Work of ths Contract and (bl ensure that nsurance coverage s provded to the same requrements as are called for n GC 20 -NSURANCE. Such nsurance shall be co-ordnated wth the nsurance coverage of ths Contractor as t affects the Work of ths Contract. The Contractor shall co-ordnate the Work of ths Contract wth the work of Other Contractors and connect as specfed or shown n the Contract Documents. f there s a change n the scope of the work requred for the plannng and performance of ths co-ordnaton and connecton the changes shall be authorzed n accordance wth GC 11 - CHANGES N THE WORK AND EXTRA WORK and the value of the changes shall be determned n accordance wth GC 12 - VALUATON AND CERTFCATON OF CHANGES N THE WORK. The Contractor shall report to the Consultant any apparent defcences n Other Contractors' work whch would affect the Work of ths Contract mmedately they come to hs attenton and shall confrm such report n wrtng. Falure by the Contractor to so report shall nvaldate any clams aganst the Owner by reason of the defcences of Other Contractors' work except as to those of whch he was not reasonably aware. The Owner shall take all reasonable precautons to avod labour dsputes or other dsputes on the Project arsng from the work of Other Contractors. eeoc Fle D

18 GC When a Change n the Work covered by paragraph 12.2 s proposed or requred the Contractor shall present to the Consultant for approval hs clam for a change n the Contract Prce and change n Contract Tme wth approprate documentaton n a form acceptable to the Consultant. The Consultant wll satsfy hmself as to the correctness of such clam and when approved by the Owner a change order shall be ssued to the Contractor amendng the Contract Prce and Contract Tme as approprate. The value of work performed n the change shall be ncluded for payment wth the regular certfcates for payment. n the case of Changes n the Work to be pad for under methods b) and (cl of paragraph 12.2 the form of presentaton of costs and methods of measurement shall be agreed to by the Consultant and Contractor before proceedng wth the change. The Contractor shall keep accurate records as agreed upon of quanttes or costs and present an account of the cost of the Change n the Work together wth vouchers where applcable. f the method of valuaton measurement change n Contract Prce and change n Contract Tme cannot be promptly agreed upon and the change s requred to be proceeded wth then the Consultant n the frst nstance wll determne the method of valuaton measurement and the change n Contract Prce and Contract Tme subject to fnal determnaton n the manner set out n GC 7 - DSPUTES. n ths case the Consultant wll wth the consent of the Owner ssue a wrtten authorzaton for the change settng out the method of valuaton and f by lump sum hs valuaton of the change n Contract Prce and Contract Tme. n the case of a dspute n the valuaton of a change authorzed n the Work and pendng fnal determnaton of such value the Consultant wll certfy the value of work performed n accordance wth hs own evaluaton of the change and nclude the amount wth the regular certfcates for payment. The Contractor shall keep accurate records of quanttes and cost of such work. Should the actual quantty of an tem n the Schedule of Contract Unt Prces referred to n Artcle A-3 CONTRACT PRCE paragraph cl vary by more than 15% of the estmated quantty ether the Owner or the Contractor may request a revson to the Contract Unt Prce contaned n the Schedule. Such a request for a revson n a Contract Unt Prce shall be gven as soon as reasonably possble after the party concerned becomes aware of the crcumstances. f a revson to a Contract Unt Prce s negotated then; lal (b) the revsed unt prce n the case of a decrease of more than 15% of the estmated quantty wll apply to the actual work performed for that tem and the revsed unt prce n the case of an ncrease of more than 15% of the estmated quantty wll apply to the excess quantty of work for that tem only. f ether party requests renegotaton of a Contract Unt Prce both partes agree to act promptly n order to arrve at an equtable revson of the Contract Unt Prce pror to proceedng wth the work so affected. f agreement of such renegotaton cannot be reached the Contractor shall proceed wth the work and the matter shall be subject to fnal determnaton n the manner set out n GC 7 - DSPUTES. Pendng such settlement payment for the work performed shall be made on the regular certfcates for payment on the bass of the Contract Unt Pces. t s ntended n all mallers referred to above that the Owner the Consultant and Contractor shall act promptly. APPLCATONS FOR PAYMENT Applcatons for payment on account may be made monthly as the Work progresses. Applcatons for payment shall be dated the last day of the agreed monthly payment perod and the amount clamed shall be for the value of work performed and products delvered to the Place of the Work at that date. Applcatons for payment for products delvered to the Place of the Work but not yet ncorporated nto the Work shall be supported by such evdence as the Consultant may reasonably requre to establsh the value and delvery of the products. Applcatons for release of holdback mones folowng Substantal Performance of the Work and the applcaton for fnal payment shall be made at the tme and n the manner set forth n GC 14 CERTFCATES AND PAYMENTS. GC CERTFCATES AND PAYMENTS The Consultant wll no later than ten 1101 days after the recept of an applcaton for payment from the Contractor submtted n accordance wth GC 13 - APPLCATONS FOR PAYMENT ssue a certfcate for payment n the amount appled for or n such other amount as he determnes to be properly due. f the Consultant amends the applcaton he wll promptly notfy the Contractor n wrtng gvng hs reasons for the amendment. cede Fle

19 14.2 The Owner shall make payment to the Contractor on account n accordance wth the provsons of Artcle A-4 - PAYMENT no later than ffteen (151 days after the ssuance of a certfcate for payment by the Consultant The Consultant wll no later than ten (101 days after the recept of an applcaton from the Contractor for a certfcate of Substantal Performance of the Work make an nspecton and assessment of the Work to verfy the valdty of the applcaton. The Consultant wll no later than seven 17) days after hs nspecton notfy the Contractor of hs approval or the reasons for hs dsapproval of the applcaton. When the Consultant fnds that Substantal Performance of the Work has been reached he wll ssue such a certfcate. The date of Substantal Performance of the Work shall be as stated n ths certfcate. mmedately followng the ssuance of the certfcate of Substantal Performance of the Work the Consultant n consultaton wth the Contractor wll establsh a reasonable date for the Total Performance of the Work mmedately followng the ssuance of the certfcate of Substantal Performance of the Work the Consultant wll ssue a certfcate for payment of holdback mones. The holdback mones authorzed by ths certfcate shall become due and payable on the day followng the expraton of the statutory lmtaton perod stpulated n the len legslaton applcable to the Place of the Work or where such legslat on does not exst or apply n accordance wth such other legslaton ndustry practce or such other provsons whch may be agreed to between the partes provdng that the Owner may retan out of such holdback mones any sums requred by law to satsfy any lens aganst the Work or other monetary clams aganst the Contractor and enforceable aganst the Owner and that the Contractor has submtted to the Owner a sworn statement that all accounts for labour subcontracts products constructon machnery and equpment and other ndebtedness whch may have been ncurred by the Contractor n the Substantal Performance of the Work and for whch the Owner mght n any way be held responsble have been pad n full except holdback mones properly retaned Where legslaton permts and where upon applcaton by the Contractor the Consultant has certfed that the work of a Subcontractor has been totally performed to hs satsfacton pror to the Substantal Performance of the Work the Owner shall pay the Contractor the holdback retaned for such Subcontractor on the day followng the expraton of the statutory lmtaton perod for such Subcontractor stpulated n the len legslaton applcable to the Place of the Work Notwthstandng the provsons of paragraph 14.5 and notwthstandng the wordng of such certfcates the Contractor shall ensure that such work s protected pendng the Total Performance of the Work and be responsble for the correcton of defects n t regardless of whether or not they were apparent when such certfcates were ssued The Consultant wll no later than ten 1101 days after the recept of an applcaton from the Contractor for payment upon Total Performance of the Work make an nspecton and assessment of the Work to verfy the valdty of the applcaton. The Consultant wll no later than seven (71 days after hs nspecton notfy the Contractor of hs approval or the reasons for hs dsapproval of the applcaton. When the Consultant fnds that Total Performance of the Work has been reached he wll ssue a certfcate of Total Performance of the Work and certfy for payment the remanng mones due to the Contractor under the Contract less holdback mones whch are requred to be retaned. The date of Total Performance of the Work shall be as stated n ths certfcate. Subject to the provsons of GC 18 ~ WORKERS' COMPENSATON NSURANCE paragraph 18.1 the Owner shall no later than ffteen (15) days after the ssuance of such certfcate make payment to the Contractor n accordance wth the provsons of Artcle A-4 - PAY MENT The release of the remanng holdback mones shall become due and payable on the day followng the expraton of the statutory lmtaton perod stpulated n the len legslaton applcable to the Place of the Work or where such legslaton does not exst or apply n accordance wth such other legslaton ndustry practce or such other provsons whch may be agreed to between the partes provdng that the Owner may retan out of such holdback mones any sums requred by law to satsfy any lens aganst the Work or other monetary clams aganst the Contractor and enforceable aganst the Owner and that the Contractor has submtted to the Owner a sworn statement that all accounts for labour subcontracts products constructon machnery and equpment and other ndebtedness whch may have been ncurred by the Contractor n the Total Performance of the Work and for whch the Owner mght n any way be held responsble have been pad n full except holdback mones properly retaned f because of clmatc or other condtons reasonably beyond the control of the Contractor there are tems of work that cannot be performed payment n full for work whch has been performed as certfed by the Consultant shall not be wthheld or delayed by the Owner on account thereof but the Owner may wthhold untl the remanng work s fnshed only such mones as the Consultant determnes are suffcent and reasonable to cover the cost of performng such remanng work and to adequately protect the Owner from clams. 18 eeoc Fle 00720

20 14.10 No payment made by the Owner under ths Contract or partal or entre use or occupancy of the Work by the Owner shall consttute an acceptance of work or products whch are not n accordance wth the requrements of the Contract Documents All certfcates ssued by the Consultant shall be to the best of hs knowledge nformaton and belef. By ssung any certfcate the Consultant does not guarantee the correctness or completeness of the Work As of the date of Total Performance of the Work as set out n the certfcate of Total Performance of the Work the Owner expressly waves and releases the Contractor from all clams aganst the Contractor ncludng wthout lmtaton those that mght arse from the neglgence or breach of contract by the Contractor except one or more of the followng: (a) those made n wrtng pror to the date of Total Performance of the Work and stll unsettled; (bl those arsng from the provsons of GC 19 - NDEMNFCATON or GC 24 - WARRANTY; n the Common Law provnces GC (c) shall read as follows: (c) those made n wrtng wthn a perod of sx years from the date of Substantal Performance of the Work as set out n the certfcate of Substantal Performance of the Work or wthn such shorter perod as may be prescrbed by any lmtaton statute of the provnce or terrtory of the Place of the Work and arsng from any lablty of the Contractor for damages resultng from hs performance of the Contract wth respect to substantal defects or defcences n the Work for whch the Contractor s proven responsble. As used heren "substantal defects or defcences" means those defects or defcences n the Work whch affect the Work to such an extent or n such manner that a sgnfcant part or the whole of the Work s unft for the purpose ntended by the Contract Documents. n the Provnce of Quebec GC (cl shall read as follows: (c) those arsng under the provsons of Artcle 1688 of the Cvl Code As of the date of Total Performance of the Work as set out n the certfcate of Total Performance of the Work the Contractor expressly waves and releases the Owner from all clams aganst the Owner ncludng wthout lmtaton those that mght arse from the neglgence or breach of contract by the Owner except those made n wrtng pror to the Contractor's applcaton for payment upon Total Performance of the Work and stll unsettled Notwthstandng GC 1 - DOCUMENTS paragraph 1.6 n the event of conflct between the provsons of ths General Condton and Artcle A-5 - RGHTS AND REMEDES paragraph (a) or GC 22 - DAMAGES AND MUTUAL RESPONSBLTY the provsons of ths General Condton shall govern. GC TAXES AND DUTES Unless otherwse stated n Supplementary Condtons the Contractor shall pay the government sales taxes customs dutes and excse taxes wth respect to the Contract. Where an exempton or recovery of government sales taxes customs dutes or excse taxes s applcable to the Contract the procedure shall be as establshed n the Supplementary Condtons. Any ncrease or decrease n costs to the Contractor due to changes n such taxes and dutes after the date of the tender shall ncrease or decrease the Contract Prce accordngly. GC LAWS NOTCES PERMTS AND FEES The laws of the Place of the Work shall govern the Work. The Contractor shall obtan the permts lcences and certfcates and pay the fees requred for the performance of the Work whch are n force at the date of tender closng but ths shall not nclude the obtanng of permanent easements or rghts of servtude. The Contractor shall gve the requred notces and comply wth the laws ordnances rules regulatons codes and orders of the authortes havng jursdcton whch are or become n force durng the performance of the Work and whch relate to the Work to the preservaton of the publc health and to constructon safety CCDC4-1982FleOO720 19

21 16.4 The Contractor shall not be responsble for verfyng that the Contract Documents are n complance wth the applcable laws ordnances rules regulatons and codes relatng to the Work. f the Contract Documents are at varance therewth or changes whch requre modfcaton to the Contract Documents are made to the laws ordnances rules regulatons and codes by the authortes havng jursdcton subse~ quent to the date of tender closng the Contractor shall notfy the Consultant n wrtng requestng drec~ ton mmedately such varance or change becomes known to hm. The Consultant wll make the changes requred to the Contract Documents n accordance wth GC 11 - CHANGES N THE WORK AND EXTRA WORK and the value of the changes shall be determned n accordance wth GC 12 - VALUA TON AND CERTFCATON OF CHANGES N THE WORK f the Contractor fals to notfy the Consultant n wrtng and obtan hs drecton as requred n paragraph 16.4 and performs work knowng t to be contrary to any laws ordnances rules regulatons codes and orders of the authortes havng jursdcton the Contractor shall be responsble for and shall correct the volatons thereof and shall bear the costs expense and damages attrbutable to hs falure to comply wth the provsons of such laws ordnances rules regulatons codes and orders. GC 17 PATENT FEES 17.1 The Contractor shall pay the royaltes and patent lcence fees requred for the performance of the Contract. He shall hold the Owner harmless from and aganst clams demands losses costs damages actons suts or proceedngs arsng out of the Contractor's performance of the Contract whch are attrbutable to an nfrngement or an alleged nfrngement of a patent of nventon by the Contractor or anyone for whose acts he may be lable The Owner shall hold the Contractor harmless aganst clams demands losses costs damages actons suts or proceedngs arsng out of the Contractor's performance of the Contract whch are attrbutable to an nfrngement or an alleged nfrngement of a patent of nventon n executng anythng for the purpose of the Contract the model plan or desgn of whch was suppled to the Contractor as part of the Contract Documents. GC 18 WORKERS' COMPENSATON NSURANCE 18.1 Pror to commencng the Work and pror to recevng payment on Substantal and Total Performance of the Work the Contractor shall provde evdence of complance wth the requrements of the provnce or terrtory of the Place of the Work wth respect to workers' compensaton nsurance ncludng payments due thereunder At any tme durng the term of the Contract when requested by the Owner the Contractor shall provde such evdence of complance by hmself and hs SUbcontractors. GC 19 NDEMNFCATON 19.1 The Contractor shall ndemnfy and hold harmless the Owner and the Consultant ther agents and employees from and aganst clams demands losses costs damages actons suts or proceedngs by thrd partes that arse out of or are attrbutable to the Contractor's performance of the Contract (herenafter called "clams") provded such clams are: tal (bl (c) attrbutable to bodly njury sckness dsease or death or to njury to or destructon of tangble propertyand caused by neggent acts or omssons of the Contractor or anyone for whose acts he may be abe and made n wrtng wthn a perod of sx years from the date of Substantal Performance of the Work as set out n the certfcate of Substantal Performance of the Work or wthn such shorter perod as may be prescrbed by any lmtaton statute of the provnce or terrtory of the Place of the Work. The Owner expressly waves the rght to ndemnty for clams other than those stated above The oblgaton of the Contractor to ndemnfy hereunder shall be lmted to one mllon dollars per occurrence from the commencement of the Work untl Substantal Performance of the Work and thereafter to an aggregate lmt of one mllon dollars The Owner shall ndemnfy and hold harmless the Contractor hs agents and employees from and aganst clams demands losses costs damages actons suts or proceedngs arsng out of the Contractor's performance of the Contract whch are attrbutable to a lack of or defect n ttle or an alleged lack of or defect n ttle to the Place of the Work Notwthstandng GC 1 - DOCUMENTS paragraph 1.6 n the event of conflct between the provsons of ths General Condton and Artcle A-5 - RGHTS AND REMEDES paragraph (a) or GC 22 - DAMAGES AND MUTUAL RESPONSBLTY the provsons of ths General Condton shall govern. 20 eeoc Fle 00720

22 GC NSURANCE Wthout restrctng the generalty of GC 19 - NDEMNFCATON the Contractor shall provde mantan and pay for the nsurance coverages lsted n ths General Condton unless otherwse stpulated: (a) b) General Lablty nsurance: General lablty nsurance shall be n the jont names of the Contractor the Owner and the Consultant wth lmts of not less than one mllon dollars nclusve per occurrence for bodly njury death and damage to property ncludng loss of use thereof wth a property damage deductble of fve hundred dollars. The form of ths nsurance shall be the latest edton of CCDC Form 101 and shall be mantaned contnuously from commencement of the Work untl twelve (12) months followng the date of Substantal Performance of the Work as set out n the certfcate of Substantal Performance of the Work or untl the certfcate of Total Performance of the Work s ssued whchever s the later and wth respect to completed operatons coverage for a perod of not less than twenty-four (241 months from the date of Total Performance of the Work as set out n the certfcate of Total Performance of Work and thereafter to be mantaned for a further perod of four (4) years. Should the Contractor decde not to employ Subcontractors for operatons requrng the use of explosves for blastng or ple drvng or casson work or removal or weakenng of support of property buldng or land; CCDC Form 101 as requred shall nclude Endorsement CCDC Form Automoble Lablty nsurance: Automoble lablty nsurance n respect of lcensed vehcles shall have lmts of not less than one mllon dollars nclusve per occurrence for bodly njury death and damage to property n the followng forms endorsed to provde the Owner wth not less than ffteen 1151 days wrtten notce n advance of any cancellaton change or amendment restrctng coverage: (1) Standard non-owned automoble polcy ncludng standard contractual lablty endorsement. (2) Standard owner's form automoble polcy provdng thrd party lablty and accdent benefts nsurance and coverng lcensed vehcles owned or operated by or on behalf of the Contractor le dl Arcraft and Watercraft Lablty nsurance: Arcraft and watercraft lablty nsurance wth respect to owned or non-owned arcraft and watercraft f used drectly or ndrectly n the performance of the Work ncludng use of addtonal premses shall be subject to lmts of not less than one mllon dollars nclusve per occurrence for bodly njury death and damage to property ncludng loss of use thereof and lmts of not less than one mllon dollars for arcraft passenger hazard. Such nsurance shall be n a form acceptable to the Owner. The polces shall be endorsed to provde the Owner wth not less than ffteen 1151 days wrtten notce n advance of cancellaton change or amendment restrctng coverage. Property and Boler nsurance: 11 All rsks property nsurance shall be n the jont names of the Contractor the Owner and the Consultant nsurng not less than the sum of the amount of the Estmated Contract Prce and the full value as stated n the Supplementary Condtons of products that are specfed to be provded by the Owner for ncorporaton nto the Work wth a deductble not exceedng one percent of the amount nsured at the ste of the Work The form of ths nsurance shall be the latest edton of CCDC Form 201 and shall be mantaned contnuously untl ten 110) days after the date of Total Performance of the Work as set out n the certfcate of Total Performance of the Work. (2) Boler nsurance nsurng the nterests of the Contractor the Owner and the Consultant for not less than the replacement value of bolers and pressure vessels formng part of the Work The form of ths nsurance shall be the latest edton of CCDC Form 301 and shall be mantaned contnuously from commencement of use or operaton of the property nsured and untl ten (10) days after the date of Total Performance of the Work as set out n the certfcate of Total Performance of the Work. (3) Should the Owner wsh to use or occupy part or all of the Work he shall gve thrty 1301 days wrtten notce to the Contractor of the ntended purpose and extent of such use or occupancy. Pror to such use or occupancy the Contractor shall notfy the Owner n wrtng of the addtonal premum cost f any to mantan property and boler nsurance whch shall be at the Owner's expense. f because of such use or occupancy the Contractor s unable to provde coverage the Owner up'on wrtten notce from the Contractor and pror to such use or occupancy shall provde mantan and pay for property and boler nsurance nsurng the full value of the Work as n subparagraphs (1) and (2) n CCDC Forms 201 and 301 ncludng coverage for such use or occupancy and shall provde the Contractor wth proof of such nsurance The Contractor shall refund to the Owner the unearned premums applcable to the Contractor's polces upon termnaton of coverage. eeoc Fle

23 (4) The polces shall provde that n the event of a loss or damage payment shall be made to the Owner and the Contractor as ther rf:spectve nterests may appear. The Contractor shall act on behalf of the Owner and hmself for the purpose of adjustng the amount of such loss or damage payment wth the nsurers. When the extent of the loss or damage s determned the Contractor shall proceed to restore the Work. Loss or damage shall not affect the rghts and oblgatons of ether party under the Contract except that the Contractor shall be enttled to such reasonable extenson of Contract Tme relatve to the extent of the loss or damage as the Consultant may decde n consultaton wth the Contractor. (5) Payment for loss or damage: The Contractor shall be enttled to receve from the Owner n addton to the amount due under the Contract the amount at whch the Owner's nterest n restoraton of the Work has been apprased f such amount to be pad as the restoraton of the Work proceeds and n accordance wth the requrements of GC 13 - APPLCATONS FOR PAYMENT and GC 14 - CER TFCATES AND PAYMENTS. n addton the Contractor shall be enttled to receve from the; payments made by the nsurer the amount of the Contractor's nterest n the restoraton of the Work. 16) The Contractor shall be responsble for deductble amounts under the polces except where such amounts may be excluded from the Contractor's responsblty by the terms of GC 21 PROTECTON OF WORK AND PROPERTY and GC 22 - DAMAGES AND MUTUAL RESPONSBLTY. (7) n the event of loss or damage to the Work arsng from the work or act of an Other Contractor the Owner n accordance wth hs oblgatons under GC 9 - OTHER CONTRACTORS paragraph 9.2 shall pay the Contractor the cost of restorng the Work as the restoraton of the Work proceeds and n accordance wth the requrements of GC 13 - APPLCATONS FOR PAY MENT and GC 14 - CERTFCATES AND PAYMENTS GC le Contractors' Equpment nsurance: All rsks contractors' equpment nsurance coverng constructon machnery and equpment used by the Contractor for the performance of the Work ncludng boler nsurance on temporary bolers and pressure vessels shall be n a form acceptable to the Owner and shall not allow subrogaton clams by the nsurer aganst the Owner. The polces shall be endorsed to provde the Owner wth not less than ffteen (15) days wrtten notce n advance of cancellaton change or amendment restrctng coverage. Subject to satsfactory proof of fnancal capablty by the Contractor for self-nsurance of hs equpment the Owner agrees to wave the equpment nsurance requrement. Unless specfed otherwse the duraton of each nsurance polcy shall be from the date of commencement of the Work untl the date of Total Performance of the Work as set out n the certfcate of" Total Performance of the Work. The Contractor shall provde the Owner wth proof of nsurance pror to commencement of the Work and shall promptly provde the Owner wth a certfed true copy of each nsurance polcy exclusve of nformaton pertanng to premum or premum bases used by the nsurer to determne the cost of the nsurance. f the Contractor fals to provde or mantan nsurance as requred n ths General Condton or elsewhere n the Contract Documents then the Owner shall have the rght to provde and mantan such nsurance and gve evdence thereof to the Contractor and the Consultant. The cost thereof shall be payable by the Contractor to the Owner on demand or the Owner may deduct the costs thereof from mones whch are due or may become due to the Contractor. PROTECTON OF WORK AND PROPERTY The Contractor shall protect the Work and the Owner's property and property adjacent to the Place of the Work from damage and shall be responsble for damage whch may arse as the result of hs operatons under the Contract except damage whch occurs as the result of: la) b) errors n the Contract Documents; acts or omssons by the Owner the Consultant Other Contractors ther agents and employees. Should the Contractor n the performance of ths Contract damage the Work the Owner's property or property adjacent to the Place of the Work the Contractor shall be responsble for the makng good of such damage at hs expense. Should damage occur to the Work or Owner's property for whch the Contractor s not responsble as provded n paragraph 21.1 he shall make good such damage to the Work and f the Owner so drects to the Owner's property and the Contract Prce and Contract Tme shall be adjusted n accordance wth GC 11 CHANGES N THE WORK AND EXTRA WORK and the value of the changes shall be determned n eccordance wth GC 12 -VALUATON AND CERTFCATON OF CHANGES N THE WORK. cede Fle 00720

24 GC22 DAMAGES AND MUTUAL RESPONSBLTY 22.1 f ether party to ths Contract should suffer damage n any manner because of any wrongful act or neglect of the other party or of anyone for whom he s responsble n law then he shall be rembursed by the other party for such damage. The party rembursng the other party shall be subrogated to the rghts of the other party n respect of such wrongful act or neglect f t be that of a thrd party Clams under ths General Condton shall be made n wrtng to the party lable wthn reasonable tme after the frst observance of such damage and may be adjusted by agreement or n the manner set out n GC 7 - DSPUTES f the Contractor has caused damage to an Other Contractor on the Work the Contractor agrees upon due notce to settle wth such Other Contractor by agreement or arbtraton f he wll so settle. f such Other Contractor sues the Owner on account of damage alleged to have been so sustaned the Owner shall notfy the Contractor and may requre the Contractor to defend the acton at the Contractor's expense. f a fnal order or judgment aganst the Owner arses therefrom the Contractor shall payor satsfy t and pay the costs ncurred by the Owner f the Contractor becomes lable to payor satsfy a fnal order judgment or award aganst the Owner then the Contractor upon undertakng to ndemnfy the Owner aganst any and all lablty for costs shall have the rght to appeal n the name of the Owner such fnal order or judgment to any and all courts of competent jursdcton. GC BONDS The Contractor shall promptly provde to the Owner the surety bonds called for n the tender documents. Such bonds shall be ssued by a duly lcensed surety company authorzed to transact a busness of suretyshp n the provnce or terrtory of the Place of the Work and shall be mantaned n good standng untl the fulfllment of the Contract. The form of such bonds shall be n accordance wth the latest edton of the CCDC approved bond forms. GC24 WARRANTY 24.1 The Contractor shall be responsble for the proper performance of the Work only to the extent that the desgn and specfcatons permt such performance Subject to paragraph 24.1 the Contractor agrees to correct promptly at hs own expense defects or defcences n the Work whch appear pror to and durng the perod of one year from the date of Substantal Performance of the Work as set out n the certfcate of Substantal Performance of the Work or such longer perods as may be specfed for certan products or work Durng the perod provded n GC 3 - CONSULTANT paragraph 3.2 the Consultant shall promptly gve the Contractor wrtten notce of observed defects and defcences The Contractor agrees to correct or pay for damage resultng from correctons made under the requrements of paragraph GC25 CONTRACTOR'S RESPONSBLTES AND CONTROL OF THE WORK 25.1 The Contractor shall have complete control of the Work and shall effectvely drect and supervse the Work so as to ensure conformance wth the Contract Documents. He shall be solely responsble for constructon means methods technques sequences and procedures and for co-ordnatng the varous parts of the Work under the Contract The Contractor shall be solely responsble for constructon safety at the Place of the Work and for complance wth the rules regulatons and practces requred by the applcable constructon safety legslaton The Contractor shall have the sole responsblty for the desgn erecton operaton mantenance and removal of temporary structural and other temporary facltes and the desgn and executon of constructon methods requred n ther use. The Contractor shall engage and pay for regstered professonal engneerng personnel sklled n the approprate dscplnes to perform these functons where requred by law or by the Contract Documents and n all cases where such temporary facltes and ther method of constructon are of such a nature that professonal engneerng skll s requred to produce safe and satsfactory results Notwthstandng the provsons of paragraphs 25.1 and 25.3 or provsons to the contrary elsewhere n the Contract Documents where such Contract Documents nclude desgns for temporary structural and other temporary facltes or specfy a method of constructon n whole or n part such facltes and methods shall be consdered to be part of the desgn of the Work and the Contractor shall not be held responsble for that part of the desgn or the specfed method of constructon. The Contractor shall however be responsble for the executon of such desgn or specfed method of constructon n the same manner that he s responsble for the executon of the Work. cede Fle