THE CORPORATION OF THE CITY OF MISSISSAUGA TRANSPORTATION AND WORKS DEPARTMENT ENGINEERING AND CONSTRUCTION DIVISION CAPITAL WORKS DIVISION

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1 THE CORPORATION OF THE CITY OF MISSISSAUGA TRANSPORTATION AND WORKS DEPARTMENT CAPITAL WORKS DIVISION SUPPLEMENTAL GENERAL CONDITIONS

2 INDEX SECTION GC 1.0 INTERPRETATION... 1 GC 1.04 DEFINITIONS... 1 GC 1.05 SUBSTANTIAL PERFORMANCE... 3 GC 1.06 COMPLETION... 3 GC 1.07 FINAL ACCEPTANCE... 3 SECTION GC 2.0 CONTRACT DOCUMENTS... 4 GC 2.01 RELIANCE ON CONTRACT DOCUMENTS... 4 GC 2.02 ORDER OF PRECEDENCE... 4 SECTION GC 3.0 ADMINISTRATION OF THE CONTRACT... 5 GC 3.01 CONTRACT ADMINISTRATOR S AUTHORITY... 5 GC 3.05 LAYOUT... 5 GC 3.07 DELAYS... 5 GC 3.13 CLAIMS, NEGOTIATIONS, MEDIATION... 6 GC NEGOTIATIONS... 6 GC MEDIATION... 6 GC PAYMENT... 7 GC 3.14 ARBITRATION... 7 SECTION GC 4.0 OWNER'S RESPONSIBILITIES AND RIGHTS... 8 GC 4.04 CONSTRUCTION AFFECTING RAILWAY PROPERTY... 8 GC 4.05 DEFAULT BY THE CONTRACTOR... 8 GC 4.10 TERMINATION OF THE CONTRACT... 9 SECTION GC 5.0 MATERIAL GC 5.02 QUALITY OF MATERIAL GC 5.04 SUBSTITUTIONS GC 5.06 STORAGE GC STORAGE REQUIREMENTS GC INSPECTION OF STORED MATERIALS GC OWNERSHIP OF STORED MATERIALS GC SECURITY INTEREST IN STORED MATERIALS Page i

3 SECTION GC 6.0 INSURANCE, PROTECTION AND DAMAGE GC 6.01 PROTECTION OF WORK, PERSONS AND PROPERTY GC 6.02 INDEMNIFICATION GC 6.03 PROJECT INSURANCE GC GENERAL LIABILITY AND AUTOMOBILE LIABILITY INSURANCE GC AIRCRAFT AND WATERCRAFT LIABILITY INSURANCE GC AIRCRAFT LIABILITY INSURANCE GC WATERCRAFT LIABILITY INSURANCE GC PROPERTY AND BOILER INSURANCE GC PROPERTY INSURANCE GC BOILER & MACHINERY INSURANCE GC USE AND OCCUPANCY OF THE WORK PRIOR TO COMPLETION GC PAYMENT FOR LOSS OR DAMAGE GC CONTRACTOR S EQUIPMENT INSURANCE GC INSURANCE REQUIREMENTS AND DURATION GC 6.04 BONDING GC 6.05 WORKPLACE SAFETY AND INSURANCE BOARD GC 6.06 CLAIMS HANDLING SECTION GC 7.0 CONTRACTOR'S RESPONSIBILITIES AND CONTROL OF THE WORK GC 7.01 GENERAL GC 7.02 LAYOUT GC 7.05 EXCESS LOADING OF MOTOR VEHICLES AND TRANSPORTATION OF DANGEROUS GOODS GC 7.07 MAINTAINING ROADWAYS AND DETOURS GC 7.11 CONTRACTOR'S RIGHT TO STOP THE WORK OR TERMINATE THE CONTRACT 31 GC 7.12 NOTICES BY THE CONTRACTOR GC 7.13 OBSTRUCTIONS AND UTILITIES GC 7.14 LIMITATIONS OF OPERATIONS AND HOURS OF WORK GC 7.16 WARRANTY GC 7.17 WORKERS' RIGHTS AND WAGES Page ii

4 GC 7.19 AUTHORITY OF THE SUPERINTENDENT GC 7.20 USE OF HYDRANTS AND WATER SECTION GC 8.0 MEASUREMENT AND PAYMENT GC 8.01 MEASUREMENT GC QUANTITIES GC VARIATIONS IN QUANTITIES GC ADVANCE PAYMENTS FOR MATERIAL GC PROGRESS PAYMENT CERTIFICATE GC SUBCONTRACT STATUTORY HOLDBACK RELEASE CERTIFICATE AND PAYMENT39 GC CERTIFICATE OF SUBSTANTIAL PERFORMANCE GC SUBSTANTIAL PERFORMANCE PAYMENT AND SUBSTANTIAL PERFORMANCE STATUTORY HOLDBACK RELEASE PAYMENT CERTIFICATES GC COMPLETION PAYMENT AND COMPLETION STATUTORY HOLDBACK RELEASE PAYMENT CERTIFICATES GC INTEREST GC INTEREST FOR LATE PAYMENT GC INTEREST FOR NEGOTIATIONS AND CLAIMS GC OWNER S SET-OFF GC PAYMENT ON A TIME AND MATERIAL BASIS GC DEFINITIONS GC PAYMENT FOR WORK GC PAYMENT FOR LABOUR GC PAYMENT FOR WORK BY SUBCONTRACTORS GC SUBMISSION OF INVOICES GC LIQUIDATED DAMAGES GC CONTINGENCY ALLOWANCE GC CONSTRUCTION LIENS SECTION GC 9.0 OTHER TERMS AND CONDITIONS OF CONTRACT GC 9.01 ACCESSIBILITY STANDARDS FOR CUSTOMER SERVICE GC 9.02 CHANGE PROPOSALS AFTER CONTRACT AWARD GC 9.03 CONFLICT OF INTEREST Page iii

5 GC 9.04 SUPPLIER CODE OF CONDUCT GC 9.05 ETHICAL CONDUCT GC 9.06 CONTRACTOR PERFORMANCE MANAGEMENT AND EVALUATION Page iv

6 For the purposes of this Contract, the Ontario Provincial Standards OPSS. MUNI 100, General Conditions of Contract and General & Construction Specifications (November 2006 issue) shall be amended as set out herein. SECTION GC 1.0 INTERPRETATION GC 1.04 DEFINITIONS The definitions of Contract Documents, "Contract Time", "Controlling Operation", "Sub-Contractor", Utility and Warranty Period in GC 1.04 are deleted and replaced with following: Contract Documents means the documents listed in paragraph.01 of GC 2.02 of the General Conditions as amended by the Supplemental General Conditions together with such other documents as may be listed in the Agreement and subsequent amendments to the Contract Documents made pursuant to the provisions of the Agreement. "Contract Time" means the time stipulated in the Contract Documents for Final Acceptance of the Work, including any extension of Contract Time made pursuant to the Contract Documents. "Controlling Operation" means any component of the Work, as determined by the Project Manager, which, if delayed, will delay the completion of the Work. "Sub-Contractor" means a person, firm or corporation that undertakes the execution of a part of the Work by virtue of an agreement with the Contractor; and for the sole purpose of administering Section 33, Certificate re subcontract,, of the Construction Lien Act, as amended, means a person, firm or corporation that undertakes the execution of one or more complete tender items identified in the Contract Documents by virtue of an agreement with the Contractor. Utility means an aboveground or underground facility maintained by a municipality, public utility, authority or regulated authority and includes services such as sanitary sewer, storm sewer, water, electric, gas, oil, steam, data transmission, telephone, and cable television and, without limiting the generality of the foregoing shall include the plant and pipe lines referred to in GC of these Supplemental General Conditions. Warranty Period means the period of twelve (12) months from the date of completion of the Work as described in GC 1.06 of the General Conditions as amended by the Supplemental General Conditions, as determined by the Project Manager, or such period longer than twelve (12) months as may be specified in the Contract Documents for certain Materials or some or all of the Work. Page 1

7 GC 1.04 is amended by the addition of the following definitions: Act shall mean the Construction Act, R.S.O. 1990, Chapter C. 30, and any amendments thereto. "Aggregate" means gravel, sand, clay, earth, shale, stone, limestone, dolostone, sandstone, marble, granite or rock other than metallic ores; slag and clinkers. "Corporation" or City or Owner means The Corporation of the City of Mississauga in the Province of Ontario. "Commercial Source", with or without initial capital letters, means a place where aggregate or a product containing aggregate, is made available for sale. "Delineator" means a TC-52 construction marker as described in the Ontario Traffic Manual. "Director of Engineering and Construction" means the Corporation s Director of Engineering and Construction. Final Acceptance has the meaning assigned to it in GC 1.07 of the General Conditions. Form of Offer or Form of Tender means the document entitled Form of Offer appearing in the City s Bidder Response Package which a Bidder is to complete and submit with its Tender, as may be amended by agreement between the Owner and the Bidder. Indemnified Persons shall have the meaning assigned to it in Clause.01 of GC 6.02, Indemnification in the General Conditions as amended by these Supplemental General Conditions. "Project Manager" means the person, partnership or corporation designated by the Owner to be the Owner's representative for the purpose of the Contract, and includes, with the same meaning and importance, "Contract Administrator". "Quarried Rock" means material removed from an open excavation made in a solid mass of rock which, prior to removal, was integral to the parent mass. "Quarry" means a place where aggregate has been or is being removed from an open excavation made in a solid mass of igneous, sedimentary or metamorphic rock or any combination of these which, prior to removal, was integral to the parent mass. All references to the Construction Lien Act that appear the Ontario Provincial Standards OPSS. MUNI 100, General Conditions of Contract and General & Construction Specifications (November 2006 issue) shall be deleted in their entirety and replaced by Act as defined above. Page 2

8 GC 1.05 SUBSTANTIAL PERFORMANCE Paragraph.01 of GC 1.05, is deleted and replaced by the following:.01 The Work is substantially performed, a) when the Work or a substantial part thereof has passed inspection and is ready for use or is being used for the intended purposes; and b) when the Work is capable of completion or, where there is a known defect, the cost of completion or correction is not more than: i. 3% of the first $1,000,00 of the Contract price, ii. 2% of the next $1,000,000 of the Contract price, and iii. 1% of the balance of the Contract price. GC 1.05 is amended by adding the following as paragraph.03:.03 For the purposes of paragraph.02 of this Subsection GC 1.05, interruption of Work caused by the winter season shall not be interpreted to mean that the Work cannot be completed expeditiously. GC 1.06 COMPLETION Paragraph.01 of GC is deleted and replaced by the following:.01 The Work shall be deemed to be completed when all services and Materials required have been supplied. GC 1.07 FINAL ACCEPTANCE GC 1.07 is amended by the addition of the following:.02 Final Acceptance will not occur until the Work has satisfactorily passed all the Owner s inspection and testing requirements. Page 3

9 SECTION GC 2.0 CONTRACT DOCUMENTS GC 2.01 RELIANCE ON CONTRACT DOCUMENTS Subparagraph (a) of GC shall be deleted and replaced by the following: a) The location of all mainline underground Utilities that may affect the Work shall be shown to a tolerance of 1m horizontal. GC 2.02 ORDER OF PRECEDENCE The title of GC 2.02 shall be changed to: GC 2.02 IDENTIFICATION OF CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE Paragraph.01 of GC 2.02 shall be deleted and replaced by the following:.01 The documents listed below shall constitute the Contract Documents. In the event of any inconsistency or conflict in the contents of the any of the documents listed below, such documents shall take precedence and govern in the following order: a) Any Amendment to the Agreement b) Agreement c) Special Conditions d) Confirmatory Notice, if applicable e) Form of Offer and Schedule of Quantities & Unit Prices f) Special Provisions g) Contract Drawings h) Supplemental Specifications i) City of Mississauga Standard Drawings j) Supplemental General Conditions k) General Conditions l) Region of Peel Standards for Roads and Public Works as applicable to Region of Peel Sanitary and Water Services m) Applicable Ontario Provincial Standard Specifications for Roads and Public Works n) Applicable Ontario Provincial Standard Drawings for Roads and Public Works Later dates will govern within each of the above categories of documents. Page 4

10 SECTION GC 3.0 ADMINISTRATION OF THE CONTRACT GC 3.01 CONTRACT ADMINISTRATOR S AUTHORITY Paragraph.16 of GC 3.01 shall be amended as follows: The reference to Workplace Safety and Insurance Board Act in the second and third lines shall be deleted and replaced by Workplace Safety and Insurance Act, 1997, S.O.1997, c.16, Schedule A, as amended. GC 3.05 LAYOUT Paragraph.01 of GC shall be deleted and replaced by the following: 01. Layout of the construction work shall be performed by the City, unless otherwise specified in the Contract Documents. It is essential that the Contractor give the City at least forty-eight hours written notice for all required lines and grades to enable the City to establish the layout work. GC 3.07 DELAYS Paragraph.02 of GC 3.07 shall be deleted and replaced by the following:.02 If the Work is delayed by labour disputes, strikes or lock-outs, including lock-outs decreed or recommended to its members by a recognized contractors association of which the Contractor is a member or to which the Contractor is otherwise bound, which are beyond the Contractor s control, then the Contract Time shall be extended in accordance with subsection GC 3.06, Extension of Contract Time. In no case shall the extension of Contract Time be less than the time lost as the result of the event causing the delay, unless a shorter extension is agreed to by the Contractor. The Contractor shall not be entitled to payment for costs incurred as the result of such delays unless such delays are the result of actions by the Owner. GC 3.07 is amended by adding the following as paragraphs.04,.05 and.06:.04 If the Contractor is delayed in the performance of the Work by Uncontrollable Circumstances, then the Contract Time shall be extended for such reasonable time as the Contract Administrator may recommend in consultation with the Contractor. The extension of time shall not be less than the time lost as a result of the event causing the delay, unless the Contractor agrees to a shorter extension. The Contractor shall not be entitled to payment for costs incurred by such delays..05 In the event of Uncontrollable Circumstances lasting a minimum of thirty (30) days the Owner may, upon giving the Contractor notice in writing, terminate the Contract, provided however, the notice in writing must be provided prior to the end of the Uncontrollable Circumstances. Page 5

11 .06 In GC 3.07, Uncontrollable Circumstances means any circumstance, occurrence, event, or cause that is beyond the reasonable control of the party seeking relief from its obligations under the Contract, other than bankruptcy or insolvency or economic hardship, which prevents the performance by a party of any of its obligations under the Contract. Uncontrollable Circumstances include fire; unusual delay by common carriers or unavoidable casualties; acts, orders (other than a stop work order referred to in subparagraph c) of GC.07.01), legislation, regulations or directives of any government or other public authority having jurisdiction; acts of a public enemy, terrorism, sabotage, earthquake, pandemic or epidemic. Uncontrollable Circumstances shall not include: a circumstance, occurrence, event or cause referred to in paragraphs.01 or.02 of this GC 3.07; a circumstance, occurrence, event or cause brought about by a party s default or active commission or omission; a circumstance, occurrence, event or cause that could have been avoided or mitigated by the exercise of reasonable effort or foresight by a party. GC 3.07 is further amended by adding the following as paragraph.07:.07 The Owner shall not be deemed to be in default of the Contract for any delay in payment which results from: a) war, blockades, or civil commotions; b) a pandemic, epidemic or other serious illness affecting the Owner s internal administrative work force. GC 3.13 CLAIMS, NEGOTIATIONS, MEDIATION GC NEGOTIATIONS Paragraph.02 of GC , Negotiations, shall be amended as follows:.02 The phrase or subsection GC 3.14, Arbitration shall be deleted from the end of Paragraph.02. GC MEDIATION Paragraph.03 of GC , Mediation, shall be amended as follows:.03 The words prior to proceeding to arbitration shall be deleted from the 3 rd line. Page 6

12 GC PAYMENT Paragraph.01 of GC , Payment, shall be deleted and replaced by the following:.01 Payment of the claim will be made on the next Payment Certificate (as described in GC 8.02, Payment) issued after the date of resolution of the claim or dispute. Such payment will be made according to the terms of GC 8.0, Measurement and Payment. GC 3.14 ARBITRATION GC 3.14, Arbitration, is deleted in its entirety. Page 7

13 SECTION GC 4.0 OWNER'S RESPONSIBILITIES AND RIGHTS GC 4.04 CONSTRUCTION AFFECTING RAILWAY PROPERTY GC 4.04 is deleted in its entirety and replaced by the following:.01 When construction affects railway property, the Owner will pay the costs of all flagging and other traffic control measures required and provided by the railway company within the working area. GC 4.05 DEFAULT BY THE CONTRACTOR Paragraph.01 of Subsection GC is deleted in its entirety and replaced by the following:.01 The Contractor shall be deemed to be in default of its contractual obligations if any of the following occurs: a) if the Contractor fails to commence the Work within 14 days of a formal order to commence work signed by the Contract Administrator; or b) if, upon commencement of the Work, the Contractor neglects to prosecute the Work properly or in a timely manner, or c) if the Contractor otherwise fails to comply with the requirements of the Contract; or d) if the Contractor is otherwise in material breach of the Contract; or e) if any of the statements contained in the Form of Offer are untrue or incorrect; or f) if the Contractor fails to comply with all municipal laws and regulations as they pertain to the City of Mississauga in respect of the operation of the Contractor s business or is convicted of a statutory offence relating to the City of Mississauga and/or if the Contractor fails to ensure that each of its subcontractors and suppliers also remains in compliance with such municipal laws and regulations in respect of the performance of the Contract or if any of its subcontractors or suppliers is convicted of a statutory offence relating to the City of Mississauga; or g) if the Contractor fails to comply with all federal and provincial laws in respect of the performance of the Contract; or h) if the Contractor or any of its subcontractors or suppliers is a party in judicial or arbitral proceedings against or by the Corporation, other than in respect of this Contract; or i) if the Contractor or any of its subcontractors or suppliers is party to a claim against or by the Corporation, other than in respect of the Contract; or j) if the Contractor or any of its subcontractors or suppliers is related to or controlled by another person or entity to whom or to which, as applicable, statements f), g), h) or i) immediately above applies. Page 8

14 In the event of any such occurrence, the Owner may, without prejudice to any other right or remedy the Owner may have, notify the Contractor in writing that the Contractor is in default of the Contractor s contractual obligations and instruct the Contractor to correct the default in five (5) Working Days immediately following the receipt of such notice. GC 4.10 TERMINATION OF THE CONTRACT GC 4.10 is amended by adding the following as paragraph.03:.03 Effective on the date of termination, the Contractor shall no longer be authorized to access any electronic document retention system for the Work that may have been put in place by or on behalf of the Owner. Page 9

15 SECTION GC 5.0 MATERIAL GC 5.02 QUALITY OF MATERIAL Clause.01 of GC 5.02 shall be deleted and replaced by the following:.01 All Material supplied by the Contractor shall be new, unless otherwise specified in the Contract Documents, and shall conform to all current applicable specifications of the Canadian Standards Association, Canadian Standards Board or General Standards Board, ASTM, National Building Code, Ontario Building Code, National Fire Prevention Association, the Technical Standards and Safety Authority and all governmental authorities having jurisdiction at the Working Area, unless other specified in the Contract Documents. Materials which are not specified shall be of a quality consistent with those specified and their use acceptable to the Project Manager. Materials brought on to the Working Area shall be deemed to be the property of the Owner, but the Owner shall be under no liability for loss thereof or damage thereto arising from any cause whatsoever. Such Materials shall be at the sole risk of the Contractor. GC 5.04 SUBSTITUTIONS Clause.03 of GC 5.04 shall be deleted and replaced by the following:.03 If the proposed substitution is approved by the Project Manager, the Project Manager and the Contractor shall negotiate an appropriate price adjustment. GC 5.06 STORAGE Add new GC 5.06 STORAGE, as follows: GC STORAGE REQUIREMENTS.01 The Owner shall have the right, upon prior notice to the Contractor, to store any part of the City s inventory of Materials in premises the Contractor owns or controls (the Premises ). Any Materials stored in the Premises are referred to in this GC 5.06, STORAGE, as Stored Materials..02 The Contractor shall, at its sole expense and in accordance with this GC 5.06, STORAGE, store Stored Materials at its Premises until the Stored Materials are delivered to the Working Area..03 In storing the Stored Materials, the Contractor shall exercise the degree of care and skill as would a prudent owner with respect to similar goods and materials and shall take reasonable steps to protect and maintain the Stored Materials. Page 10

16 .04 The Contractor shall maintain a control system with respect to the inventories of Stored Materials on hand at the Premises from time to time. The control system shall consist of a written, auditable record of all Stored Materials received into inventory of Stored Materials at the Premises, their quantities, the dates of receipt, their condition at the time of receipt, the dates of transfer of title to the Owner and the dates of shipment to the Working Area..05 Without limiting the generality of paragraphs.03 and.04 of GC , the Contractor shall comply with the following requirements:.1 store the Stored Materials in accordance with the Owner s reasonable requirements so that they are protected from damage;.2 report the location of the Premises to the Owner;.3 if the Premises are leased or licensed, maintain the lease or license, as applicable, for the Premises in good standing..4 If the Premises are owned by the Contractor but subject to a mortgage, maintain the mortgage in good standing;.5 ensure that the Premises are: secure; protected by fire suppression systems; protected against flooding and other disasters; climate-controlled for the storage of the Stored Materials; clean; free from pests and vermin and otherwise suitable for the storage of the Stored Materials;.6 clearly identify the Stored Materials as property of the Owner by visible marking or tagging or by such other identification as may be required by the Owner and the Contractor shall, without limiting the generality of the foregoing: a) mark or tag all Stored Materials with the following notation: PROPERTY OF THE CITY OF MISSISSAUGA ; b) in appropriate locations for each area in the Premises where Stored Materials are stored, post visible signs reading: THE GOODS IN THIS AREA ARE THE PROPERTY OF THE CITY OF MISSISSAUGA ; c) make all such markings and signs using paint or other methods that are waterproof and that will withstand exposure for up to six (6) months so that all markings remain legible; Page 11

17 d) provide notice to the Owner of each receipt at the Premises into inventory of Stored Materials and each delivery of Stored Materials from the Premises to the Working Area or elsewhere;.7 carry out all reasonable additional instructions from the Owner with respect to the manner of storage of Stored Materials;.8 transport Stored Materials to the Working Area at its cost as and when instructed to do so by the Owner or the Project Manager; and.9 with respect to Stored Materials for which the Owner has paid, permit the Owner, at its sole discretion, to remove from the Premises such Stored Materials at any time and, from time to time, at no cost to the Owner, cooperate and otherwise assist the Owner in that regard. Without limiting the generality of the foregoing, the Contractor shall make available to the Owner any of its loading and handling equipment for the above purposes, including, without limitation, hoists, cranes, forklifts and pallets..06 The Contractor shall not use or deal with Stored Materials or remove Stored Materials from the Premises except as the Owner s trustee for the sole purpose of delivering the Stored Materials to the Working Area or such other locations as the Owner may reasonably direct. Any removal of Stored Materials from the Premises, other than as permitted under this GC 5.06, STORAGE, shall be a default under the Contract and, without limiting any other remedies of the Owner, the Contractor shall be liable for any resulting loss or damage to Stored Materials..07 The Contractor shall not change its storage, maintenance or security methods as required above without the prior written approval of the Owner. GC INSPECTION OF STORED MATERIALS.01 The Contractor hereby grants access to the Premises to the Owner and the Project Manager for the purpose of inspecting the Stored Materials and for the purpose of determining that the Contractor is complying with the storage, maintenance and security requirements stipulated in GC The Contractor shall permit the Owner and the Project Manager, immediate access to the Premises without the Owner giving the Contractor notice of when such inspection will occur. However, neither the authority of the Owner or the Project Manager to inspect, nor any decision made by the Owner either to exercise or not to exercise such authority relieves the Contractor from any of its obligations set out in GC 5.06, STORAGE. GC OWNERSHIP OF STORED MATERIALS.01 The Contractor hereby covenants and agrees that, notwithstanding any contrary provisions of the Contract, upon the earlier of: (i) delivery of Stored Materials to the Working Area; and (ii) the Owner paying for Stored Materials, all right, interest, Page 12

18 property, claim, title and ownership in and to the Stored Materials shall vest in the Owner, Stored Materials shall be and become the property of the Owner, and the Contractor s possession of Stored Materials shall be solely as trustee and bailee of the Owner..02 The Owner shall not be required to make any payment with respect to Stored Materials until: a) the Owner is satisfied that the Stored Materials have been identified and stored in accordance with the terms and conditions described in GC 5.06, STORAGE; b) the Owner is satisfied that no person s rights or interests in the Premises or in the Contractor s assets, property or attach or extend to the Stored Materials, including, without limitation, any rights or interests of landlords or mortgagees; c) the Contractor has executed and delivered to the Owner a Bill of Sale in favour of the Owner with respect to the Stored Materials for which payment is being made, which Bill of Sale shall be in form and content satisfactory to the Owner; d) the Contractor has provided proof of applicable insurance for the Stored Materials to the Owner..03 The Owner will pay the holdback provided for in the Contract to the Contractor in the manner and at the time set out in the Contract. Payment of such holdback subsequent to the execution and delivery of the applicable Bill of Sale will not affect the absolute nature of the Contractor s transfer of ownership of Stored Materials to the Owner pursuant to the applicable Bill of Sale. GC SECURITY INTEREST IN STORED MATERIALS.01 As additional security for the timely performance of the Contractor s obligations under GC 5.06, STORAGE, the Contractor hereby grants to the Owner a security interest under the Personal Property Security Act of Ontario, as amended, in and to all Stored Materials whose title has yet to be transferred to the Owner, including, without limitation, all material or other personal property intended to become accessions to or be commingled with the Stored Materials and all proceeds and replacement property of all Stored Materials and such other materials and other personal property. Page 13

19 SECTION GC 6.0 INSURANCE, PROTECTION AND DAMAGE GC 6.0 is deleted in its entirety and replaced by the following: GC 6.01 PROTECTION OF WORK, PERSONS AND PROPERTY.01 The Contractor, the Contractor s agents, and all workers employed by or under the control of the Contractor, including Subcontractors, shall protect the Work, Persons, and property from damage or injury. The Contractor shall be responsible for all losses and damage that may arise as the result of the Contractor s operations under the Contract, unless indicated to the contrary below..02 The Contractor is responsible for the full cost of any necessary temporary protective work or works and the restoration of all damage where the Contractor damages the Work or property in the performance of the Contract. If the Contractor is not responsible for the damage that occurs to the Work or property, the Contractor shall restore such damage, and such work and payment shall be administered according to these General Conditions..03 The Contractor shall immediately inform the Contract Administrator of all damage and injuries that occur during the term of the Contract. The Contractor shall then investigate and report back to the Contract Administrator within 15 days of occurrence of incident, or as soon as possible..04 The Contractor shall not be responsible for loss and damage that occurs as a result of: a) war; b) blockades and civil commotions;.05 The Contractor and the Contractor s Surety shall not be released from any term or provision of any responsibility, obligation, or liability under the Contract or waive or impair any of the rights of the Owner, except by a release duly executed by the Owner. GC 6.02 INDEMNIFICATION.01 The Contractor shall indemnify and hold harmless the Owner and the Contract Administrator and, as applicable, their elected officials, officers, employees, agents, contractors, successors and assigns (the Indemnified Persons ) from and against all claims, demands, damages, losses, expenses, costs (including legal fees), actions, suits or proceedings by whomsoever made, brought or prosecuted in any manner, arising out of, resulting from or attributable to the Contractor s or any Subcontractor s or supplier s performance or non-performance of the Contract, or arising out of, resulting from or attributable to any negligent act or omission of the Contractor, any Subcontractor or supplier or any of its or their employees, invitees, Page 14

20 contractors, subcontractors, consultants, sub-consultants, and agents in relation to the Work or Working Area..02 The Contractor shall indemnify and hold harmless the Owner from all and every claim for damages, royalties or fees for the infringement of any patented invention or copyright occasioned by the Contractor in connection with the Work performed or Material furnished by the Contractor under the Contract. GC 6.03 PROJECT INSURANCE.01 Without restricting the generality of subsection GC 6.02, Indemnification, the Contractor shall obtain and maintain at its own expense, including the cost of any applicable deductible, the following policies of insurance..02 The Contractor shall provide the Contract Administrator with an original Certificate of Insurance for each type of insurance coverage that is required by the Contract Documents. The Contractor shall ensure that the Contract Administrator is, at all times in receipt of a valid Certificate of Insurance for each type of insurance coverage, in such amounts as specified in the Contract Documents. The Contractor will not be permitted to commence work until the Contract Administrator is in receipt of such proof of insurance. The Contract Administrator may withhold payments of monies due to the Contractor until the Contractor has provided the Contract Administrator with original valid Certificates of Insurance as required by the provisions of the Contract Documents. GC GENERAL LIABILITY AND AUTOMOBILE LIABILITY INSURANCE.01 The insurance shall include but not be limited to: a) Commercial General Liability Insurance in the amount not less than Ten Million Dollars ($10,000,000) per occurrence that protects the Contractor from all claims, demands actions, causes of action that may be taken or made against the Contractor, its employees or agents, for any loss of or damage to property, and personal injury, including bodily injury or death, that may arise with respect to the Contractor s performance of the Work or any acts or omissions relating to its obligations as set out in the Contract. To achieve the desired limit, Umbrella or Excess liability insurance may be used. This policy must include: i. non-owned automobile liability, contractual liability, owners and contractors protective liability, broad form property damage, broad form products, a 24 month completed operations liability extension, premises liability, employee as additional insured s, contingent employers liability, cross liability and severability of interest clauses; ii. the Owner, the Contract Administrator, the Regional Municipality of Peel and any other parties deemed relevant by the Project Manager, together Page 15

21 with their respective elected officials, officers, employees, agents, contractors, successors and assigns, as applicable, must be added as additional insured s, but only with respect to liability arising out of the operations of the Contractor and its performance of the Work as outlined in the Contract; iii. iv. a waiver of subrogation rights which the insurers may have against the City and against those for whom the City is in law responsible; where the Work involves one or more of the following activities: (a) the use of explosives for blasting; (b) vibration from pile driving or caisson work; (c) the removal or weakening of support of any property, building or land whether such support be natural or otherwise, explosion, collapse and underground ( XCU ) coverage s shall be added by endorsement to the policy and noted on the certificate of insurance; v. unless otherwise approved by the Owner, the Contractor s deductible on the Commercial General Liability policy and, if applicable, Contractors Pollution Liability Insurance shall be not more than $25,000; and vi. the insurance coverage shall remain in effect throughout the time that the Contract is in effect, and for 24 months following completion. b) Motor Vehicle Liability Insurance that complies with all requirements of the current legislation of the Province of Ontario, having an inclusive limit of not less than Five Million Dollars ($5,000,000) per occurrence in respect of bodily injury or property damage arising out of the ownership, use or operation of all owned and or leased automobiles. c) Environmental Impairment Liability having an inclusive limit of not less than Two Million Dollars ($2,000,000) per occurrence to insure the Contractor s liability for third-party claims caused by pollution events arising out of operations performed by or on behalf of the insured in the performance of the Work under the Contract. The applicable deductible shall not be more than $100,000. Contractor s Pollution Liability coverage and shall remain in effect for 24 months following the completion of the work. GC AIRCRAFT AND WATERCRAFT LIABILITY INSURANCE GC AIRCRAFT LIABILITY INSURANCE.01 Aircraft liability insurance, as may be applicable, with respect to owned or nonowned aircraft used directly or indirectly in the performance of the Work, including use of additional premises, shall be subject to limits of not less than five million dollars inclusive per occurrence for bodily injury, death, and damage to property Page 16

22 including loss of use thereof, and limits of not less than five million dollars for aircraft passenger hazard. Such insurance shall be in a form acceptable to the Owner. The policies shall be endorsed to provide the Owner with not less than 30 Days written notice in advance of cancellation, change, or amendment restricting coverage. GC WATERCRAFT LIABILITY INSURANCE.01 Watercraft liability insurance, as may be applicable, with respect to owned or nonowned watercraft used directly or indirectly in the performance of the Work, including use of additional premises, shall be subject to limits of not less than five million dollars inclusive per occurrence for bodily injury, death, and damage to property including loss of use thereof. Such insurance shall be in a form acceptable to the Owner. The policies shall be endorsed to provide the Owner with not less than 30 Days written notice in advance of cancellation, change, or amendment restricting coverage. GC PROPERTY AND BOILER INSURANCE GC PROPERTY INSURANCE.01 Builder s Risk Insurance which covers the Place of Work for the full amount of the Contract Price inclusive of all change orders that increase the project price plus the full value of any optional features or other options that the Owner elects to order (but the Owner may require insurance up to the amount of the replacement cost of any building or structure in, on, or upon which any Work is to be done under the Contract, where in the reasonable opinion of the Owner there is a sufficient risk of damage to the same). Such policy shall: a) apply to all risks of direct loss or damage (including vandalism, theft and sinkhole) subject to the actual policy form; b) unless otherwise directed in writing by the Owner, or stipulated elsewhere herein, be in force and be maintained from the commencement date of the Contract until the day of issue of the certificate of Substantial Performance of the Work; c) apply to all Products, labour, equipment and supplies of every nature, the property of the Owner or Contractor or for which the Owner or Contractor may have assumed responsibility (whether on site or in transit), that is to be used in or pertaining to site preparation, and the erection, fabrication, construction, reconstruction, re-modeling or repair of any building, structure, other fixture or thing; d) include the installation, testing and any subsequent use of machinery and equipment, including boilers, pressure vessels or vessels under vacuum if such exposure exists with a coverage period of at least 4 weeks; Page 17

23 e) include damage to the Work caused by an accident to or the explosion of any boiler or other pressure vessel or equipment forming part of the Work if such exposure exists; f) include off-site storage, transit and installation risks with a limit of at least $1,000,000; g) include flood and earthquake insurance; h) include coverage for loss of income, extra expense and/or expediting expense if such exposures exist; i) be subject to a waiver of coinsurance; j) include By-Laws and Professional Service Fees Coverage k) include Sewer Back-up Coverage l) include Off Premises Service Interruption coverage (24 hour waiting period) m) permit use and occupancy of the Project, or any part thereof, where such use and occupancy is for the purposes for which the Project is intended upon completion; n) be endorsed to cover the interest of the Owner ; o) unless otherwise approved by the Owner, provide for a deductible of not more than $25,000; and p) provide that in the case of a loss or damage, payment shall be made to the Owner as their interest may appear. The Contractor shall act on behalf of the Owner for the purpose of adjusting the amount of such loss or damage payment with the insurer. When the extent of the loss or damage is determined, the Contractor shall proceed to restore the Work. Loss or damage shall not affect the rights and obligations of either party under the Contract except that the Contractor shall be entitled to a reasonable extension of Contract Time. GC BOILER & MACHINERY INSURANCE.01 Boiler & Machinery Insurance insuring, as may be applicable, the interests of the Contractor, the Owner and the Contract Administrator for not less than the replacement value of boilers and pressure vessels forming part of the Work, shall be in a form acceptable to the Owner. This insurance shall be maintained continuously from commencement of use or operation of the property insured until 10 Days after the date of Final Acceptance of the Work, as set out in the Final Acceptance Certificate. GC USE AND OCCUPANCY OF THE WORK PRIOR TO COMPLETION.01 Should the Owner wish to use or occupy part or all of the Work prior to Substantial Performance, the Owner shall give 30 Days written notice to the Contractor of the intended purpose and extent of such use or occupancy. Prior to such use or occupancy, the Contractor shall notify the Owner in writing of the additional premium cost, if any, to maintain property and boiler insurance, which shall be at the Owner s expense. If because of such use or occupancy Page 18

24 the Contractor is unable to provide coverage, the Owner upon written notice form the Contractor and prior to such use or occupancy shall provide, maintain, and pay for property and boiler insurance insuring the full value of the Work, including coverage for such use or occupancy, and shall provide the Contractor with proof of such insurance. The Contractor shall refund to the Owner the unearned premiums applicable to the Contractor s policies upon termination of coverage..02 The policies shall provide that, in the event of a loss or damage, payment shall be made to the Owner and the Contractor as their respective interests may appear. The Contractor shall act on behalf of both the Owner and the Contractor for the purpose of adjusting the amount of such loss or damage payment with the insurers. When the extent of the loss or damage is determined, the Contractor shall proceed to restore the Work. Loss or damage shall not affect the rights and obligations of either party under the Contract, except that the Contractor shall be entitled to such reasonable extension of Contract Time relative to the extent of the loss or damage as the Contract Administrator may decide in consultation with the Contractor. GC PAYMENT FOR LOSS OR DAMAGE.01 The Contractor shall be entitled to receive from the Owner, in addition to the amount due under the Contract, the amount at which the Owner s interest in restoration of the Work has been appraised, such amount to be paid as the restoration of the Work proceeds, and in accordance with the requirements of Section GC 8.0, Measurement and Payment. In addition, the Contractor s interest in the restoration of the Work..02 The Contractor shall be responsible for deductible amounts under the policies, except where such amounts may be excluded from the Contractor s responsibility by the terms of this Contract..03 In the event of a loss or damage to the Work arising from the action or omission of the Owner or others, the Owner shall pay the Contractor the cost of restoring the Work as the restoration of the Work proceeds and in accordance with the requirements of Section GC 8.0, Measurement and Payment. GC CONTRACTOR S EQUIPMENT INSURANCE.01 All Risks Contractor s Equipment Insurance covering construction machinery and equipment used by the Contractor for the performance of the Work, including boiler insurance on temporary boilers and pressure vessels, shall be in a form acceptable to the Owner and shall not allow subrogation claims by the insurer against the Owner. The policies shall be endorsed to provide the Owner with not less than Sixty (60) Days written notice in advance of cancellation, change, or amendment Page 19

25 restricting coverage. Subject to satisfactory proof of financial capability by the Contractor for self-insurance of the Contractor s Equipment, the Owner agrees to waive the equipment insurance requirement, and for the purpose of this Contract, the Contractor shall be deemed to be insured. This policy shall be amended to provide permission for the Contractor to grant prior releases with respect to damage to the Contractor s Equipment. GC INSURANCE REQUIREMENTS AND DURATION.01 Unless specified otherwise, the duration of each insurance policy shall be from the date of commencement of Work until, Twenty-four (24) months after Final Acceptance of the Work..02 All Policies of insurance provided by the Contractor, other than WSIB and Automobile, shall add as additional insured s the City of Mississauga, the Owner s Engineer/Contract Administrator, the Regional Municipality of Peel, the City of Brampton and their respective consultants and Subcontractors engaged in any part of the performance of the Agreement and their respective directors, officers, employees, servants, agents, partners, parents, subsidiaries, affiliated or related firms..03 The Contractor shall provide the Owner, on a City of Mississauga Construction Certificate form or other form acceptable to the Owner, proof of insurance Ten (10) days prior to commencement of the Work and signed by the underwriter of the insurer or an authorized representative of the insuring company. The City form can be found as a fillable PDF form at The Contractor shall, on request, promptly provide the Owner with a certified true copy of each insurance policy exclusive of information pertaining to the premium or premium bases used by the insurer to determine the cost of the insurance. The certified true copy shall include a signature by an authorized representative of the insurer..05 Where a policy is renewed, the Contractor shall provide the Owner, on a form acceptable to the Owner, renewed proof of insurance immediately following completion of renewal..06 The Contractor shall be responsible for the Payment of the deductible or SIR amounts under all policies..07 If the Contractor fails to provide or maintain insurance as required in subsection GC 6.03, Project Insurance, or elsewhere in the Contract Documents, then the Owner shall have the right to provide and maintain such insurance and give evidence thereof to the Contractor. The Owner s cost thereof shall be payable by the Contractor to the Owner on demand. Page 20

26 .08 If the Contractor fails to pay the cost of the insurance placed by the Owner within 30 Days of the date on which the Owner made a formal demand for reimbursement of such costs, the Owner may deduct the costs thereof from monies which are due or may become due to the Contractor..09 The Contractor shall be responsible for payment of all amounts within the deductible or self-insured retention under each policy. All insurance policies required under GC 6.03 shall be maintained with financially sound and reputable insurance companies licensed to underwrite insurance in the Province of Ontario. All policies shall be primary and shall not call into contribution any insurance available to the City. Failure to procure and maintain such insurance shall constitute a default under the Contract under GC The City reserves the right to request such higher limits of insurance or other types of policies appropriate to the Work as the City may reasonably require..010 The Contractor shall maintain continuously in force such policies of insurance specified by the Contract Documents at all times from the commencement of the work until 24 months following the date of the Completion Certificate..011 The Contractor shall not do or omit to do, or authorize or permit a Subcontractor to do or omit to do, anything that would prejudice, or result in loss of coverage under any policy of insurance required to be placed or maintained by the Contractor or any Subcontractor.012 Without notice or request by the City, the Contractor shall deliver to the City original signed Certificates evidencing renewals or replacements prior to the expiration date of the original policies. The Contractor shall deliver to the Owner such evidence of the insurance required under this Contract addressed as follows: Attention: Manager, Capital Works Transportation and Works Department City of Mississauga 201 City Centre Drive, Suite 800 Mississauga, ON L5B 2T4.013 The policies shall be endorsed to provide the Owner with not less than 60 days written notice in advance of cancellation, change or amendment restricting coverage..014 Claims Made insurance policies shall not be permitted, with the exception of the Environmental Impairment Liability policy. GC 6.04 BONDING.01 The Contractor shall provide the Owner with the surety bonds in the amount required by the tender documents. Page 21

27 .02 Such bonds shall be issued by a duly licensed surety company authorized to transact a business of suretyship in the Province of Ontario and shall be to the satisfaction of the Owner. The bonds shall be maintained in good standing until the fulfilment of the Contract. GC 6.05 WORKPLACE SAFETY AND INSURANCE BOARD.01 The Contractor shall provide the Contract Administrator with a copy of a Certificate of Clearance indicating the Contractor s good standing with the Workplace Safety and Insurance Board, as follows: a) Immediately prior to the Contract Administrator authorizing the Contractor to commence Work. b) Prior to issue of the Certificate of Substantial Performance. c) Prior to expiration of the Warranty Period. d) On the expiry of each Certificate of Clearance, deliver to the Project Manager a current Certificate of Clearance at all times throughout the Contract. GC 6.06 CLAIMS HANDLING.01 For the purposes of this GC 6.06, claim or claims shall mean those claims for damages or loss resulting from the performance of Work under the Contract and made against the City and/or the Contractor by persons not involved in the performance of the Work, such as property owners, pedestrians, motorists..02 The Contractor shall, upon receiving notice of a claim, respond promptly in a respectful manner to the claimant and notify the Project Manager and the Owner s Risk Manager of particulars of the claim at the following address: By risk.management@mississauga.ca By Fax: By Mail: Attention: Manager, Risk & Insurance City of Mississauga 300 City Centre Drive, 3 rd Floor Mississauga, ON L5B 3C1 Unless requested by the claimant, a claimant is not to be directed to the Owner..03 Within thirty (30) days after receiving notice of a claim, the Contractor will conduct an investigation and resolve the claim but, if unsuccessful, the Owner may then appoint an independent adjuster to investigate the claim..04 The City will make reasonable efforts to settle any claims not settled within thirty (30) days by the Contractor, based on the independent adjuster s report. All costs of Page 22