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AGREEMENT BETWEEN OWNER AND DESIGN-BUILDER

Design Contract

AGREEMENT BETWEEN OWNER AND DESIGN-BUILDER | Document Parties: ESSENTIAL INNOVATIONS TECHNOLOGY CORP | WAKEFIELD BEACH DEVELOPMENTS LTD You are currently viewing:
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ESSENTIAL INNOVATIONS TECHNOLOGY CORP | WAKEFIELD BEACH DEVELOPMENTS LTD

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Title: AGREEMENT BETWEEN OWNER AND DESIGN-BUILDER
Date: 2/13/2007

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AGREEMENT BETWEEN OWNER AND DESIGN-BUILDER

For use when a stipulated price is the basis of payment.

 

This Agreement made as of the 17th day of January in the year 2006

 

by and between

 

WAKEFIELD BEACH DEVELOPMENTS LTD.

hereinafter called the “Owner”

 

and

 

ESSENTIAL INNOVATIONS CORPORATION

hereinafter called the “Design-Builder.”

 

The Owner and the Design-Builder agree as follows:

 

ARTICLE A-1   THE WORK

 

The Design-Builder shall:

 

1.1

perform the Work required by the Contract Documents for the Geoexchange Heating Ventilation and Air Conditioning System located at Wakefield Beach Homes for which the Agreement has been signed by the parties, and for which [to be determined] is acting as, and is hereinafter called, the “Consultant,”

 

1.2

do and fulfil everything indicated by the Contract Documents, and

 

1.3

commence the Work by the 18th day of January in the year 2006 and, subject to adjustment in Contract Time as provided for in the Contract Documents, attain Substantial Performance of the Work:

 

 

.1

1st day of March in the year 2007; or

 

 

.2

within __ weeks after receipt of all approvals from authorities having jurisdiction.

 

ARTICLE A-2   AGREEMENTS AND AMENDMENTS

 

2.1

The Contract as described in Article A-3 of the Agreement - CONTRACT DOCUMENTS supersedes all prior negotiations, representations, or agreements, either written or oral, relating in any manner to the Work.

 

2.2

The Contract may be amended only as provided in the Contract Documents.

 

ARTICLE A-3   CONTRACT DOCUMENTS

 

3.1

The following are the Contract Documents referred to in Article A-1 of the Agreement - THE WORK:

 

 

-

Agreement between Owner and Design-Builder

 

 

-

Definitions of the Design-Build Stipulated Price Contract

 

 

-

General Conditions of the Design-Build Stipulated Price Contract

 

 

-

Owner’s Statement of Requirements

 

1

 


 

-

Construction Documents, after they have been accepted by the Owner

*

Supplementary Conditions with Schedules A - E - Scope of Work and warranties

Geoexchange Operating Lease

 

ARTICLE A-4   CONTRACT PRICE

 

4.1

The Contract Price, which excludes Value Added Taxes, is: Four Hundred Seventy-Nine Thousand Nine Hundred Eighteen/100 dollars $479,918.00.

 

4.2

Value Added Taxes (of 7%) payable by the Owner to the Design-Builder are: Thirty Three Thousand Five Hundred Ninety Four 26/100 dollars $33,594.26.

 

4.3

Total amount payable by the Owner to the Design-Builder for the Work is: Five Hundred Thirteen Thousand Five Hundred Twelve 26/100 dollars $513,512.26.

 

4.4

All amounts are in Canadian funds.

 

4.5

These amounts shall be subject to adjustments as provided in the Contract Documents.

 

ARTICLE A-5   PAYMENT

 

5.1

Subject to the provisions of the Contract Documents, and in accordance with legislation and statutory regulations respecting holdback percentages and, where such legislation or regulations do not exist or apply, subject to a holdback of ten percent (10%), the Owner shall:

 

 

.1

make progress payments to the Design-Builder on account of the Contract Price when due in the amount certified by the Consultant who is acting as, and is hereinafter called, the “Payment Certifier”, together with such Value Added Taxes as may be applicable to such payment, and

 

 

.2

upon Substantial Performance of the Work pay to the Design-Builder the unpaid balance of the holdback amount when due together with such Value Added Taxes as may be applicable to such payment, and

 

 

.3

upon the issuance of the final certificate for payment, pay to the Design-Builder the unpaid balance of the Contract Price when due together with such Value Added Taxes as may be applicable to such payment.

 

5.2

In the event of loss or damage occurring where payment becomes due under the property and boiler and machinery insurance policies, payments shall be made to the Design-Builder in accordance with the provisions of GC 11.1 - INSURANCE.

 

5.3

Interest

 

 

.1

Should either party fail to make payments as they become due under the terms of the Contract or in an award by arbitration or court, interest at three percent (3 %) per annum above the prime rate on such unpaid amounts shall also become due and payable until payment. Such interest shall be compounded on a monthly basis. The prime rate shall be the lowest rate of interest quoted by the Royal Bank of Canada for prime business loans.

 

 

.2

Interest shall apply at the rate and in the manner prescribed by paragraph 5.3.1 of this Article on the amount of any claim advanced and for which the Design-Builder is thereafter entitled to payment, either pursuant to Part S of the General Conditions -

 

2

 


DISPUTE RESOLUTION, or otherwise, from the date the amount would have been due and payable under the Contract, had it not been in dispute, until the date it is paid.

 

ARTICLE A-6   RECEIPT OF AND ADDRESSES FOR NOTICES

 

6.1

Notices in writing between the parties or between them and the Consultant shall be considered to have been received by the addressee on the date of delivery if delivered to the individual, or to a member of the firm, or to an officer of the corporation for whom they are intended by hand or by registered post; or if sent by regular post, to have been delivered within 5 Working Days of the date of mailing when addressed as follows:

 

The Owner at

6529 Sunshine Coast Highway, Sechelt

 

British Columbia, VON 3A0

 

 

The Design-Builder at

#101 - 5219 192nd Street, Cloverdale

 

British Columbia, V35 4P6

 

ARTICLE A-7   LANGUAGE OF THE CONTRACT

 

7.1

When the Contract Documents are prepared in both the English and French languages, it is agreed that in the event of any apparent discrepancy between the English and French versions, the English / French * language shall prevail.

 

7.2

This Agreement is drawn in English at the request of the parties hereto. La présente convention est redigée en anglais a la demande des parties.

 

ARTICLE A-8   SUCCESSION

 

8.1

The Contract shall enure to the benefit of and be binding upon the parties hereto, their respective heirs, legal representatives, successors, and permitted assigns.

 

In witness whereof the parties hereto have executed this Agreement and by the hands of their duly authorized representatives.

 

SIGNED AND DELIVERED

 

in the presence of:

 

 

 

Owner

 

WAKEFIELD BEACH DEVELOPMENTS LTD.

 

/s/ Kenneth R. Burgess

WITNESS

KENNETH R. BURGESS, Solicitor

 

 

 

Design-Builder

 

ESSENTIAL INNOVATIONS CORPORATION

 

/s/ S. Wuschke

WITNESS

STEVE WUSCHKE

 

 

 

 

 

3

 


DEFINITIONS OF THE DESIGN-BUILD STIPULATED PRICE CONTRACT

 

The following Definitions shall apply to all Contract Documents.

 

1.

Change Directive

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

 

2.

Change Order

A Change Order is a written amendment to the Contract signed by the Owner and the Design-Builder stating their agreement upon:

- a change in the Work;

- an amendment to the Owner’s Statement of Requirements, if any;

- the method of adjustment or the amount of the adjustment in the Contract Price, if any; and

- the extent of the adjustment in the Contract Time, if any.

 

3.

Construction

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

 

4.

Construction Documents

The Construction Documents consist of the drawings and specifications that are prepared based on the Contract Documents by or on behalf of the Design-Builder and that are accepted and signed by the Owner and the Design-Builder after execution of the Agreement, as meeting the general functional intent of the Contract Documents.

 

5.

Consultant

The Consultant is the person or entity identified as such in the Agreement. The term Consultant means the Architect, the Engineer, or entity licensed to practice in the province or territory of the Place of the Work and engaged by the Design-Builder to provide the Consultants Design Services and to coordinate the provision of the Design Services of all other consultants employed by the Design-Builder. The term Consultant means the Consultant or the Consultant’s authorized representative as designated by the Design-Builder to the Owner in writing.

 

6.

Contract

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

 

7.

Contract Documents

The Contract Documents consist of those documents listed in Article A-3 of the Agreement - CONTRACT DOCUMENTS and amendments thereto agreed upon between the parties.

 

8.

Contract Price

The Contract Price is the amount stipulated in Article A-4 of the Agreement - CONTRACT PRICE.

 

9.

Contract Time

The Contract Time is the time stipulated in paragraph 1.3 of Article A-l of the Agreement - THE WORK from commencement of the Work to Substantial Performance of the Work.

 

4

 


10.

Design-Builder

The Design-Builder is the person or entity identified as such in the Agreement. The term Design-Builder means the Design-Builder or the Design-Builder’s authorized representative as designated by the Design-Builder to the Owner in writing.

 

11.

Design Services

Design Services means the professional services for the design and construction administration performed by the Consultant or other consultants under the Contract.

 

12.

Owner

The Owner is the person or entity identified as such in the Agreement. The term Owner means the Owner or the Owner’s authorized agent or representative as designated by the Owner to the Design-Builder in writing.

 

13

Owner’s Statement of Requirements

The Owner’s Statement of Requirements consists of the site information and program requirements provided by the Owner and as listed in Article A-3 of the Agreement - CONTRACT DOCUMENTS and amendments thereto agreed upon between the parties.

 

14.

Payment Certifier

The Payment Certifier is the person or entity identified as such in the Agreement responsible for the issuance of certificates for payment. The Payment Certifier may be the Consultant, Owner, or any knowledgeable third party, as designated by the Owner.

 

15.

Place of the Work

The Place of the Work is the designated site or location of the Construction identified in Article A-1 of the Agreement - THE WORK

 

16.

Product

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

 

17.

Project

The Project means the Owner’s enterprise of which the Work may be the whole or a part.

 

18.

Provide

Provide means to supply and install.

 

19.

Subcontractor

A Subcontractor is a person or entity, other than the Consultant or other consultants, having a direct contract with the Design-Builder to perform a part or parts of the Work, or to supply Products worked to a special design for the Work.

 

20.

Substantial Performance of the Work

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

 

5

 


21.

Supplier

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

 

22.

Value Added Taxes

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

 

23.

Work

The Work means the Design Services and Construction required by the Contract.

 

24.

Working Day

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

 

GENERAL CONDITIONS OF THE DESIGN-BUILD STIPULATED PRICE CONTRACT

 

PART 1 GENERAL PROVISIONS

 

GC 1.1 CONTRACT DOCUMENTS

 

1.1.1

The intent of the Contract Documents is to include the Design Services, Construction, and other services necessary for the performance of the Work in accordance with these documents. It is not intended, however, that the Design-Builder shall supply products or perform work not consistent with, not covered by, or not properly inferable from the Contract Documents.

 

1.1.2

Nothing contained in the Contract Documents shall create any contractual relationship between the Owner and the Consultant, an other consultant, a Subcontractor, a Supplier, or their agent, employee, or any other person performing any of the Work.

 

1.1.3

If the Payment Certifier is not the Consultant or the Owner, the Owner shall, if requested in writing by the Design- Builder, disclose the contractual relationship between the Owner and the Payment Certifier by provision of a copy of the contract with the Payment Certifier to the Design-Builder.

 

1.1.4

The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all.

 

1.1.5

Words and abbreviations which have well known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings.

 

1.1.6

References in the Contract Documents to the singular shall be considered to include the plural as the context requires.

 

1.1.7

The specifications are that portion of the Contract Documents, wherever located and whenever issued, consisting of the written requirements and standards for Products, systems, workmanship, and the services necessary for the performance of the Construction.

 

6

 


1.1.8

The drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location, and dimensions of the Construction, generally including plans, elevations, sections, details, schedules, and diagrams.

 

1.1.9

Neither the organization of the specifications into divisions, sections, and parts, nor the arrangement of drawings shall control the Design-Builder in dividing the work among Subcontractors and Suppliers or in establishing the extent of the work to be performed by a trade.

 

1.1.10

If there is a conflict within the Contract Documents:

 

 

.1

the order of priority of documents, from highest to lowest, shall be

- the Agreement between the Owner and the Design-Builder,

- the Definitions,

- Supplementary Conditions,

- the General Conditions,

- the Owner’s Statement of Requirements,

- the Construction Documents:

 

• Division 1 of the specifications,

 

 

• Divisions 2 through 16 of the specifications,

 

 

• material and finishing schedules,

 

 

• drawings.

 

 

.2

drawings of larger scale shall govern over those of smaller scale of the same date.

 

 

.3

dimensions shown on drawings shall govern over dimensions scaled from drawings.

 

 

.4

later dated documents shall govern over earlier documents of the same type.

 

1.1.11

Copyright for the design and drawings prepared by or on behalf of the Design-Builder belongs to the Consultant or other consultants who prepared them.

 

1.1.12

Plans, sketches, drawings, graphic representations, and specifications, including computer generated designs, when prepared by the Consultant, or other consultants are instruments of their service and shall remain their property whether the Construction for which they are made is executed or not.

 

1.1.13

Submissions or distribution of the Consultant or other consultants plans, sketches, drawings, graphic representations, and specifications to meet official regulatory requirements or for other purposes in connection with the Work is not to be construed as publication in derogation of their reserved rights.

 

1.1.14

The Owner may retain copies, including reproducible copies, of plans, sketches, drawings, graphic representations, and specifications for information and reference in connection with the Owner’s design and construction and the Owner’s use and occupancy of the Work. As a condition precedent to the use of such documents, the Owner shall have paid in full for any Design Services rendered. The Design-Builder will, prior to any payment being issued under this Contract, deliver to the Owner a consent and acknowledgement signed by the Consultant confirming the Consultant’s agreement that the Owner may use any material produced by the Consultant and in which the Consultant retains any copyright in the manner set forth in paragraphs 1.1.13 to 1.1.16.

 

1.1.15

Except for reference purposes, the plans, sketches, drawings, graphic representations, and specifications shall not be used for additions or alterations to the Work or on any other project.

 

1.1.16

Models and architectural renderings furnished by the Design-Builder at the Owner’s expense are the property of the Owner.

 

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GC 1.2 OWNER SUPPLIED INFORMATION

 

1.2.1

Unless the Contract Documents specifically state otherwise, the Design-Builder, Consultant and other consultants may rely on the accuracy and completeness of all information provided by the Owner without regard for the source of such information.

 

1.2.2

Notwithstanding any other provision of the Contract, the Design-Builder is not responsible for any design errors or omissions in any designs or specifications provided by or on behalf of the Owner unless the Design-Builder has been specifically requested to review and has accepted in writing those designs and specifications under the Contract.

 

1.2.3

The Owner shall furnish the information and services required under the Contract promptly to avoid delay in the performance of the Contract.

 

1.2.4

The Owner’s Statement of Requirements may include:

 

 

.1

site information e.g. site description, topographical and boundary surveys, environmental, geotechnical and designated substance investigation reports, utility information, and covenants and restrictions on the property; and

 

 

.2

the Owner’s program requirements e.g. design objectives and parameters, performance requirements, constraints and criteria, spatial and functional requirements and relationships, flexibility and potential for expansion, special equipment and systems, and site requirements and budget.

 

1.2.5

The Design-Builder shall review the Owner’s Statement of Requirements and shall report promptly to the Owner any significant error, inconsistency, or omission the Design-Builder may discover.

 

1.2.6

The review by the Design-Builder under paragraph 1.2.5 shall be to the best of the Design-Builder’s knowledge, information, and belief and in making such review the Design-Builder does not assume any responsibility to the Owner for the accuracy of the review with respect to the Owner’s Statement of Requirements prepared by or on behalf of the Owner.

 

1.2.7

The Design-Builder shall not be liable for damage or costs resulting from such errors, inconsistencies, or omissions in the Owner’s Statement of Requirements prepared by or on behalf of the Owner which the Design-Builder did not discover.

 

1.2.8

If the Design-Builder does discover any significant error, inconsistency, or omission in the Owner’s Statement of Requirements prepared by or on behalf of the Owner, the Design-Builder shall not proceed with the work affected until the Design-Builder and the Owner have discussed how the information should be corrected or supplied.

 

GC 1.3 LAW OF THE CONTRACT

 

1.3.1

The law of the Place of the Work shall govern the interpretation of the Contract.

 

GC 1.4 RIGHTS AND REMEDIES

 

1.4.1

Except as expressly provided in the Contract Documents, the duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law.

 

8

 


1.4.2

Except as expressly provided in the Contract Documents, no action or failure to act by the Owner, Design-Builder, or the Consultant shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed to in writing.

 

GC 1.5 ASSIGNMENT

 

1.5.1

Neither party to the Contract shall assign all or any part of the Contract without the written consent of the other, which consent shall not be unreasonably withheld.

 

GC 1.6 CONFIDENTIALITY

 

1.6.1

The Owner and the Design-Builder shall keep confidential all matters respecting technical, commercial, and legal issues relating to or arising out of the Work or the performance of the Contract and shall not, without the prior written consent of the other party, disclose any such matters, except in strict confidence, to its professional advisors.

 

PART 2 DESIGN SERVICES AND ADMINISTRATION OF THE CONTRACT

 

GC 2.1 CONSULTANT

 

2.1.1

The Design-Builder shall engage the Consultant under a contract pursuant to which the Consultant’s services, duties and responsibilities will include:

 

 

.1

the review of the Owner’s Statement of Requirements;

 

 

.2

the review with the Owner of reasonable alternative approaches to the design;

.3              the preparation of a design that meets the criteria set forth in the Contract Documents;

 

.4

the coordination required to integrate all parts of the Design Services;

 

 

.5

the preparation of schematic design documents to illustrate the scale and character of the Work and how the parts of the Work functionally relate to each other;

 

 

.6

the preparation of design development documents, based on the schematic design documents accepted by the Owner, consisting of drawings and other documents appropriate to the size of the Work to describe the size and character of the entire Work including architectural, mechanical and electrical systems, materials, and such other elements as may be appropriate;

 

 

.7

the preparation of Construction Documents setting forth in detail the requirements for Construction based on the design development documents accepted by the Owner;

 

 

.8

the provision of assistance to the Owner and Design-Builder to obtain approvals, permits, and licenses for the Construction;

 

 

.9

the conducting of general review of the progress of the Construction, to the extent necessary, in order to determine to the Consultant’s satisfaction that the Construction is performed in general conformity with the requirements of:

 

 

(1)

the Contract Documents, and

 

 

(2)

the applicable statutes, regulations, codes, and bylaws of all authorities having jurisdiction over the Work;

 

 

.10

the assurances required by regulatory authorities respecting substantial conformance of the design with the applicable building regulations, other than construction safety issues;

 

 

.11

the preparation of Change Orders and Change Directives as set out in GC 6.2 - CHANGE ORDER and GC 6.3 - CHANGE DIRECTIVE;

 

 

.12

the determining of amounts owing to the Design-Builder based on the Consultant’s observations and evaluation of the Design-Builder’s applications for payment;

 

 

.13

the issuance of certificates for payment in the value proportionate to the amount of the Contract, for Work performed and Products delivered to the Place of the Work;

 

9

 


 

.14

the interpretation, in the first instance, of the requirements of the Construction Documents and the making of findings as to the performance thereunder by both the Owner and the Design-Builder without showing partiality to either the Owner or the Design-Builder, and in no event incurring liability for the result of such interpretations or findings rendered in good faith in such capacity;

 

 

.15

the interpretation and finding, in the first instance, of claims, disputes, and other matters in question relating to the performance of the Work or the interpretation of the Contract Documents, except for GC 5.1 - FINANCING INFORMATION REQUIRED OF THE OWNER.

 

 

.16

the rejecting of work which does not conform to the requirements of the Contract Documents;

 

 

.17

the requiring of special testing and inspection of the Construction at the sole discretion of the Consultant, whether or not such Construction has been fabricated, installed, or completed;

 

 

.18

he determining of the date of Substantial Performance of the Work and the issuing of a certificate attesting to same;

 

 

.19

the verification of the Design-Builder application for final payment and the issuing of a certificate for payment;

 

 

.20

the reviewing of any defects or deficiencies in the Work during the period described in (GC 12.3 - WARRANTY and the issuance of appropriate instructions for the correction of same; and

 

 

.21

such other work that may be required from time to time that is agreed to by the Owner and the Design-Builder in writing and is acceptable to the Consultant.

 

2.1.2

In performing the above duties, the Consultant will provide the necessary services as expeditiously as is required for the orderly progress of the Work.

 

2.1.3

All certificates issued by the Consultant shall be to the best of the Consultant’s knowledge, information, and belief by issuing any certificate, the Consultant does not guarantee the Work is correct or complete.

 

2.1.4

The Consultant shall perform the Design Services and fulfil the Consultant duties and responsibilities to the standard of diligence, skill, and care that consultants would customarily provide in similar circumstances and in the same relative geographic location, subject to the Consultant’s professional and legal obligations.

 

2.1.5

The Owner waives any right of action in negligence or otherwise against the Consultant or any other consultant employed by the Design-Builder in respect of performance of the Design Services except to the extent the Owner may be entitled to make a claim against the Design-Builder under the Contract.

 

2.1.6

If the Consultant’s engagement is terminated, the Design-Builder shall engage a new Consultant to provide the Consultant’s services. The Design-Builder shall notify the Owner in writing before appointing or reappointing a Consultant to provide the Design Services. The Design-Builder shall not appoint any Consultant to whom the Owner may reasonably object.

 

GC 2.2 OWNER’S REPRESENTATIVE

 

2.2.1

The Owner shall designate a representative authorized to act on the Owner’s behalf and shall specify in written notice to the Design -Builder any limits on the representative’s authority.

 

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2.2.2

Subject to any notified limitations in authority, the Design-Builder may rely upon any written instructions or directions provided by the Owner’s representative.

 

2.2.3

The Owner representative shall take all reasonable steps to be accessible to the Design-Builder during performance of the Contract and shall render any necessary decisions or instructions promptly to avoid delay in the performance of the Contract.

 

2.2.4

The Owner and Owner’s representatives shall not communicate with any Subcontractors performing the Work except through the Design-Builder or a person designated by the Design-Builder.

 

GC 2.3 REVIEW AND INSPECTION OF THE WORK

 

2.3.1

The Design-Builder shall

 

 

.1

permit the Owner to review all material aspects of the design of the Work as the design proceeds, and

 

 

.2

provide a copy of all drawings, specifications, and diagrams to the Owner when required for review and acceptance.

 

2.3.2

From time to time, the Design-Builder may request and, on request, the Owner shall examine certain aspects of the design as set out on design development documents or Construction Documents to confirm that the design aspects are in general compliance with:

 

 

.1

the qualitative, functional layout, operational, and other Owner requirements for the Work; and

 

 

.2

the standards of finish, comfort, or aesthetics as required by the Contract Documents.

 

2.3.3

The Owner, the Consultant and the Payment Certifier shall have access to the Construction at all times. The Design- Builder shall provide sufficient, safe, and proper facilities at all times for their review of the Construction and the inspection of the Construction by authorized agencies. If parts of the Construction are in preparation at locations other than the Place of the Work, the Owner, the Consultant and the Payment Certifier shall be given access to such work whenever it is in progress.

 

2.3.4

If work is designated for tests, inspections, or approvals in the Contract Documents, or by the instructions of the Owner or the Consultant, or the laws or ordinances of the Place of the Work, the Design-Builder shall give the Owner reasonable notice of when the work will be ready for review and inspection. The Design-Builder shall arrange for and shall give the Owner reasonable notice of the date and time of inspections by other authorities.

 

2.3.5

The Design-Builder shall furnish promptly to the Consultant and to the Owner, on request, a copy of certificates and inspection reports relating to the Work.

 

2.3.6

If the Design-Builder covers, or permits to be covered, work that has been designated for special tests, inspections, or approvals before such special tests, inspections, or approvals are made, given or, completed, the Design-Builder shall, if so directed, uncover such work, have the inspections or tests satisfactorily completed, and make good the covering work at the Design-Builder’s expense.

 

2.3.7

The Owner may order any portion or portions of the Construction to be examined to confirm that such work is in accordance with the requirements of the Contract Documents. If the work is not in accordance with the requirements of the Contract Documents, the Design-Builder shall correct the work and pay the cost of examination and correction. If the work is in accordance with the

 

11

 


requirements of the Contract Documents, the Owner shall pay all costs incurred by the Design-Builder as a result of such examination and restoration.

 

2.3.8

The Consultant shall provide any required assurances to regulatory authorities respecting substantial conformance of the Construction with the design approved by that authority for issuance of the building permit.

 

GC 2.4 DEFECTIVE WORK

 

2.4.1

The Design-Builder shall promptly remove from the Place of the Work and replace or re-execute defective work that has been rejected by the Consultant as failing to conform to the Contract Documents whether or not the defective work has been incorporated in the Work and whether or not the defect is the result of poor workmanship, design, use of defective products, or damage through carelessness or other act or omission of the Design-Builder.

 

2.4.2

The Design-Builder shall make good promptly other contractors’ work destroyed or damaged by such removals or replacements at the Design-Builder’s expense.

 

2.4.3

If, in the opinion of the Owner, it is not expedient to correct defective work or work not performed as provided in the Contract Documents, the Owner may deduct from the amount otherwise due to the Design-Builder the difference in value between the work as performed and that called for by the Contract Documents. If the Design-Builder does not agree on the difference in value, the Design-Builder shall refer the dispute to Part 8 of the General Conditions - DISPUTE RESOLUTION.

 

PART 3 EXECUTION OF THE WORK

 

GC 3.1 CONTROL OF THE WORK

 

3.1.1

The Design-Builder shall have total control of the Work and shall effectively direct and supervise the Work so as to ensure conformity with the Contract Documents.

 

3.1.2

The Design-Builder shall be solely responsible for construction means, methods, techniques, sequences, and procedures with respect to the Construction and for coordinating the various parts of the Construction under the Contract.

 

3.1.3

The Design-Builder shall keep the Owner informed of the progress of the Work.

 

3.1.4

The Design-Builder is solely responsible for the quality of the Work and shall undertake any quality control activities specified in the Contract Documents or, if none are specified, as may be reasonably required to ensure such quality.

 

GC 3.2 CONSTRUCTION DOCUMENTS

 

3.2.1

During the progress of the Work, the Design-Builder shall furnish to the Owner the Construction Documents that describe details of the design required by the Contract Documents. At the time of submission the Design-Builder shall notify the Owner in writing of any significant deviations in the Construction Documents from the requirement of the Contract Documents.

 

3.2.2

The Design-Builder shall submit the Construction Documents to the Owner to review in orderly sequence and sufficiently in advance so as to cause no delay in the Work. Upon request of the

 

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Owner or the Design-Builder, they jointly shall prepare a schedule of the dates for submission and return of Construction Documents.

 

3.2.3

The Owner shall review the Construction Documents in accordance with the schedule agreed upon, or in the absence of an agreed schedule with reasonable promptness so as to cause no delay. The Owner’s review is for conformity to the intent of the Contract Documents. The Owner’s review shall not relieve the Design-Builder of responsibility for errors or omissions in the Construction Documents or for meeting all requirements of the Contract Documents unless the Owner expressly accepts a deviation from the Contract Documents.

 

3.2.4

No later than 7 days after completing the review, the Owner shall notify the Design-Builder in writing that the Owner has accepted and has signed the Construction Documents or shall notify the Design-Builder, giving reasons in writing, why the Owner rejects the Construction Documents. Upon request by the Owner, the Design-Builder shall revise and resubmit Construction Documents which the Owner has rejected. The Design-Builder shall notify the Owner in writing of any revisions to any resubmission other than those requested by the Owner.

 

3.2.5

When the Construction Documents are accepted and signed by the Owner and the Design Builder such Construction Documents shall become part of the Contract Documents.

 

3.2.6

When a change is required to the Construction Documents that have been accepted and signed by the Owner, it shall be made in accordance with GC 6.1 - CHANGES, GC 6.2 - CHANGE ORDER, or GC 6.3 - CHANGE DIRECTIVE.

 

GC 3.3 CONSTRUCTION BY OWNER OR OTHER CONTRACTORS

 

3.3.1

The Owner reserves the right to award separate contracts in connection with other parts of the Project to other contractors and to perform work with own forces.

 

3.3.2

When separate contracts are awarded the other parts of the Project, or when work is performed by the Owner’s own forces, the Owner shall:

 

 

.1

provide for the co-ordination of the activities and work of other contractors and Owner’s own forces with the Work of the Contract;

 

 

.2

assume overall responsibility for compliance with the applicable health and construction safety legislation at the Place of the Work,

 

 

.3

enter into separate contracts with other contractors under conditions of contract which are compatible with the conditions of the Contract;

 

 

.4

ensure that insurance coverage is provided to the same requirements as are called for in GC 11.1 — INSURANCE and co-ordinate such insurance with the insurance coverage of the Design-Builder as it affects the Work; and

 

 

.5

take all reasonable precautions to avoid labour disputes or other disputes on the Project arising from the work of other contractors or the Owner’s own forces.

 

3.3.3

When separate contracts are awarded for other parts of the Project, or when work is performed by the Owner’s own forces, the Design-Builder shall:

 

 

.1

afford the Owner and other contractors reasonable opportunity to introduce and store their products and use their construction machinery and equipment to execute their work;

 

 

.2

co-ordinate and schedule the Work with the work of other contractors and Owner’s own forces and connect as specified or shown in the Contract Documents;

 

 

.3

participate with other contractors and the Owner in reviewing their schedules when directed by the Owner; and

 

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.4

where part of the Work is affected by or depends upon for its proper execution the work of other contractors or Owner’s own forces, promptly report to the Owner in writing and prior to proceeding with that part of the Work, any apparent deficiencies in such work. Failure by the Design-Builder to so report shall invalidate any claims against the Owner by reason of the deficiencies in the work of other contractors or Owner’s own forces except those deficiencies not then reasonably discoverable.

 

3.3.4

Where a change in the Work is required as a result of the co-ordination and connection of the work of other contractors or Owner’s own forces with the Work, the changes shall be authorized and valued as provided in GC 6.1 - CHANGES, GC 6.2 - CHANGE ORDER, and GC 6.3 - CHANGE DIRECTIVE.

 

3.3.5

Claims, disputes, and other matters in question between the Design-Builder and other contractors shall be dealt with as provided in Part 8 of the General Conditions - DISPUTE RESOLUTION provided the other contractors have reciprocal obligations. The Design-Builder shall be deemed to have consented to arbitration of any dispute with any other contractor whose contract with the Owner contains a similar requirement to arbitrate such dispute.

 

GC 3.4 SCHEDULE OF THE WORK

 

3.4.1

The Design-Builder shall:

 

 

.1

prepare and submit to the Owner prior to the first application for payment, a schedule of the Work that indicates the timing of the major activities of the Work and provides sufficient detail of the critical events and their inter relationship to demonstrate the Work will be performed in conformity with the Contract Time;

 

 

.2

monitor the progress of the Design Services and Construction relative to the schedule of the Work and update the schedule on a monthly basis or as stipulated by the Contract Documents; and

 

 

.3

advise the Owner in writing of any revisions required to the schedule as the result of extensions of the Contract Time as provided in Part 6 of the General Conditions - CHANGES IN THE WORK.

 

GC 3.5 CONSTRUCTION SAFETY

 

3.5.1

Subject to paragraph 3.3.2.2 of GC 3.3 - CONSTRUCTION BY OWNER OR OTHER CONTRACTORS, the Design-Builder shall be solely responsible for construction safety at the Place of the Work and for compliance with the rules, regulations, and practices required by the applicable construction health and safety legislation and shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Construction.

 

GC 3.6 SUPERVISOR

 

3.6.1

The Design-Builder shall employ a competent supervisor and necessary assistants who shall be in attendance at the Place of the Work while the Construction is being performed. The supervisor shall not be changed except for valid reason.

 

3.6.2

The supervisor shall represent the Design-Builder at the Place of the Work and notices and instructions given to the supervisor by the Owner shall be held to have been received by the Design-Builder.

 

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GC 3.7 OTHER CONSULTANTS, SUBCONTRACTORS, AND SUPPLIERS

 

3.7.1

The Design-Builder shall preserve and protect the rights of the parties under the Contract with respect to work to be performed under subcontract, and shall:

 

 

.1

enter into contracts or written agreements with the Consultant, and other consultants to require them to perform their design and other services as provided in the Contract Documents;

 

 

.2

enter into contracts or written agreements with Subcontractors and Suppliers to require them to perform their work and related services as required by the Contract Documents;

 

 

.3

incorporate the terms and conditions of the Contract Documents into all contracts or written agreements with the Consultant, other consultants, Subcontractors, and Suppliers insofar as they are applicable; and

 

 

.4

be as fully responsible to the Owner for acts and omissions of the Consultant, other consultants, Subcontractors, Suppliers, and of persons directly or indirectly employed by them as for acts and omissions of persons directly employed by the Design-Builder.

 

3.7.2

The Design-Builder shall indicate in writing, at the request of the Owner, other consultants, Subcontractors, or Suppliers whose proposals or bids have been received by the Design-Builder which the Design-Builder would be prepared to accept for the performance of a portion of the Work. Should the Owner not object before signing the Contract, the Design-Builder shall employ other consultants, Subcontractors, or Suppliers so identified by the Design-Builder in writing for the performance of that portion of the Work to which their proposal or bid applies.

 

3.7.3

The Owner may, for reasonable cause, at any time before the Design-Builder has signed the subcontract, object to the use of a proposed other consultant, Subcontractor, or Supplier and require the Design-Builder to employ another proposed other consultant or subcontract bidder.

 

3.7.4

If the Owner requires the Design-Builder to change a proposed other consultant, Subcontractor, or Supplier, the Contract Price and Contract Time shall be adjusted by the differences occasioned by such required change.

 

3.7.5

The Design-Builder shall not be required to employ as an other consultant, Subcontractor, or Supplier, a person or firm to whom the Design-Builder may reasonably object.

 

3.7.6

The Owner may provide to other consultants, Subcontractors, or Suppliers information as to the percentage of their work which has been certified for payment.

 

GC 3.8 LABOUR AND PRODUCTS

 

3.8.1

The Design-Builder shall provide and pay for labour, Products, tools, construction machinery and equipment, water, heat, light, power, transportation, and other facilities and services, including Design Services, necessary for the performance of the Work in accordance with the Contract.

 

3.8.2

Unless otherwise specified, all Products provided shall be new. Products which are not specified shall be of a quality consistent with those similar products specified.

 

3.8.3

The Design-Builder shall maintain good order and discipline among the Design-Builder’s employees engaged on the Work and shall not employ on the Work anyone not skilled in the tasks assigned.

 

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GC 3.9 DOCUMENTS AT THE SITE

 

3.9.1

The Design-Builder shall keep one copy of current Contract Documents, submittals, reports, and records of meetings at the Place of the Work, in good order and available to the Owner.

 

GC 3.10 SHOP DRAWINGS

 

3.10.1

Shop drawings are drawings, diagrams, illustrations, schedules, performance charts, brochures, product, and other data which illustrate details of a portion of the Work.

 

3.10.2

The Design-Builder shall provide shop drawings as described in the Contract Documents or as the Owner may reasonably request.

 

3.10.3

The Design-Builder, the Consultant and where appropriate, other consultants, shall review all shop drawings. The Design-Builder represents by this review that: the Design-Builder has determined and verified all field measurements and field construction conditions, or will do so; Product requirements; catalogue numbers; and similar data and that the Design-Builder has checked and coordinated each shop drawing with the requirements of the Work and of the Contract Documents.

 

3.10.4

Shop drawings which require approval of any authority having jurisdiction shall be submitted to such authority by the Design-Builder.

 

3.10.5

If the Owner requests to review shop drawings, the Design-Builder shall submit them in orderly sequence and sufficiently in advance so as to cause no delay in the Work or in the work of other contractors. The Owner and the Design-Builder shall jointly prepare a schedule of the dates for submission and return of shop drawings.

 

3.10.6

The Owner review under paragraph 3.10.5 is for conformity to the intent of the Contract Documents and for general arrangement only. The Owner’s review shall not relieve the Design-Builder of the responsibility for errors or omissions in the shop drawings or for meeting all requirements of the Contract Documents unless the Owner expressly accepts a deviation from the Contract Documents.

 

GC 3.11 USE OF THE WORK

 

3.11.1

The Design-Builder shall confine construction machinery and equipment, storage of Products, and operations of employees to limits indicated by laws, ordinances, permits, or the Contract Documents and shall not unreasonably encumber the Construction.

 

3.11.2

The Design-Builder shall not load or permit to be loaded any part of the Construction with a weight or force that will endanger the safety of the Project.

 

GC 3.12 CUTTING AND REMEDIAL WORK

 

3.12.1

The Design-Builder shall do the cutting and remedial work required to make the several parts of the Construction come together properly.

 

3.12.2

The Design-Builder shall co-ordinate the Work to ensure that this requirement is kept to a minimum.

 

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3.12.3

Cutting and remedial work shall be performed by specialists familiar with the Products affected and shall be performed in a manner to neither damage nor endanger the Construction.

 

GC 3.13 CLEANUP

 

3.13.1

The Design-Builder shall maintain the Place of the Work in a tidy condition and free from the accumulation of waste products and debris, other than that caused by the Owner, other contractors, or their employees.

 

3.13.2

The Design-Builder shall remove waste products and debris, other than that resulting from the work of the Owner, other contractors, or their employees, and shall leave the Place of the Work clean and suitable for occupancy by the Owner before attainment of Substantial Performance of the Work. The Design-Builder shall remove products, tools, construction machinery, and equipment not required for the performance of the remaining work.

 

3.13.3

Prior to application for the final certificate for payment, the Design-Builder shall remove products, tools, construction machinery and equipment, and waste products and debris, other than that resulting from the work of the Owner, other contractors, or their employees.

 

GC 3.14 SIGNAGE

 

3.14.1

Unless reasonably objected by the Owner, the Design-Builder and the Consultant shall be entitled to sign the building by inscription or otherwise on a suitable and reasonably visible part of the permanent fabric of the building.

 

3.14.2

The Design-Builder may erect a sign identifying the Design-Builder, the Consultant, other consultants, and Subcontractors at the Place of the Work during the construction.

 

PART 4 ALLOWANCES

 

GC 4.1 CASH ALLOWANCES

 

4.1.1

The Contract Price includes cash allowances stated in the Contract Documents, which allowances shall be expended as the Owner directs.

 

4.1.2

Cash allowances cover the net cost to the Design-Builder of services, Products, construction machinery and equipment, freight, unloading, handling, storage, installation, and other authorized expenses incurred in performing the Work stipulated under the cash allowances but do not include any Value Added Taxes payable by the Owner to the Design-Builder.

 

4.1.3

The Contract Price, and not the cash allowances, includes the Design –Builder’s overhead and profit in connection with such cash allowances.

 

4.1.4

Where costs under a cash allowance exceed the amount of the allowance, the Design-Builder shall be compensated for any excess incurred and substantiated plus an amount for overhead and profit as provided in GC 6.1 - CHANGES.

 

4.1.5

The Contract Price shall be adjusted by Change Order to provide for any difference between the actual cost and each cash allowance.

 

4.1.6

The value of the Work performed under a cash allowance is eligible to be included in progress payments.

 

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4.1.7

The Design-Builder and the Owner shall jointly prepare a schedule that shows when the Owner must authorize ordering of items called for under cash allowances to avoid delaying the progress of the Work.

 

GC 4.2 CONTINGENCY ALLOWANCE

 

4.2.1

The Contract Price includes the contingency allowance, if any, stated in the Contract Documents.

 

4.2.2

Expenditures under the contingency allowance shall be authorized and valued as provided in GC 6.1 - CHANGES, GC 6.2 - CHANGE ORDER, and GC 6.3 - CHANGE DIRECTIVE.

 

4.2.3

The Contract Price shall be adjusted by Change Order to provide for any difference between the expenditures authorized under paragraph 4.2.2 and the contingency allowance.

 

PART 5 PAYMENT

 

GC 5.1 FINANCING INFORMATION REQUIRED OF THE OWNER

 

5.1.1

The Owner shall, at the request of the Design-Builder, prior to execution of the Agreement, and promptly from time to time as requested thereafter, furnish to the Design-Builder reasonable evidence that financial arrangements have been made to fulfil the Owner’s obligations under the Contract.

 

5.1.2

The Owner shall notify the Design-Builder in writing of any material change in the Owner’s financial arrangements during the performance of the Contract.

 

GC 5.2 APPLICATIONS FOR PROGRESS PAYMENT

 

5.2.1

Applications for payment on account as provided in Article A-S of the Agreement - PAYMENT may be made monthly as the Work progresses.

 

5.2.2

The Design-Builder shall submit to the Owner, at least 14 days before the first application for payment, a schedule of values for the parts of the Work, aggregating the total amount of the Contract Price, so as to facilitate evaluation of applications for payment.

 

5.2.3

The schedule of values shall be made out in such form and supported by such evidence as accepted by the Owner and shall be used as the basis for applications for payment, unless it is found to be in error.

 

5.2.4

Applications for payment shall be dated the last day of the agreed monthly payment period. They shall be issued to the Owner and unless the Payment Certifier is identified to be the Consultant, to the Payment Certifier. The amount claimed shall be for the value, proportionate to the amount of the Contract, of Work performed and Products delivered to the Place of the Work at that date.

 

5.2.5

The Design-Builder shall include a statement based on the schedule of values with each application for payment and a certificate for payment issued by the Consultant to the Design-Builder in the amount applied for by the Design- Builder.

 

5.2.6

Claims for Products delivered to the Place of the Work but not yet incorporated into the Work shall be supported by such evidence as the Owner may reasonably require to establish the value and delivery of the Products.

 

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GC 5.3 PROGRESS PAYMENT

 

5.3.1

If the Payment Certifier is not the Consultant or the Owner, the Payment Certifier will issue to the Owner, and if the Payment Certifier is the Owner, the Owner shall issue, no later than 10 days after the receipt of an application for payment from the Design-Builder submitted in accordance with GC 5.2 — APPLICATION FOR PROGRESS PAYMENT, a certificate for payment in the amount applied for or in such other amount as the Payment Certifier determines to be properly due. If the Payment Certifier amends the application, the Payment Certifier will promptly notify the Design-Builder in writing giving reasons for the amendment.

 

5.3.2

The Owner shall make payment to the Design-Builder on account as provided in Article A-S of the Agreement — PAYMENT no later than 15 days after the receipt of a certificate for payment issued by the Payment Certifier or after the Owner has issued a certificate as contemplated by paragraph 5.3.1.

 

GC 5.4 SUBSTANTIAL PERFORMANCE OF THE WORK

 

5.4.1

When the Design-Builder considers that the Work is substantially performed, or if permitted by the lien legislation applicable to the Place of the Work a designated portion thereof which the Owner agrees to accept separately is substantially performed, the Design-Builder shall prepare and submit to the Owner a comprehensive list of items to be completed or corrected and apply for a review by the Owner. Failure to include an item on the list does not alter the responsibility of the Design-Builder to complete the Contract.

 

5.4.2

The Design-Builder’s list and application for Substantial Performance of the Work shall include a statement from the Consultant representing to the Design-Builder the validity of the list and the date of Substantial Performance of the Work or designated portion of the Work. Where required by the applicable lien legislation, the Consultant shall issue a certificate of Substantial Performance of the Work.

 

5.4.3

If the Consultant is not the Payment Certifier and the applicable lien legislation requires the Payment Certifier to determine whether the Contract has been substantially performed, the Owner shall require the Payment Certifier within 7 days after receipt of the Design-Builder’s application for Substantial Performance of the Work issue a certificate of the Substantial Performance of the Work which shall state the date of Substantial Performance of the Work or advise the Design-Builder in writing of the reasons for which such a certificate is not issued.

 

5.4.4

Immediately following the issuance of a certificate of Substantial Performance of the Work, the Design-Builder, in consultation with the Owner, will establish a reasonable date for finishing the Work.

 

GC 5.5 PAYMENT OF HOLDBACK UPON SUBSTANTIAL PERFORMANCE OF THE WORK

 

5.5.1

After the issuance of the certificate of Substantial Performance of the Work as in accordance with GC 5.4 — SUBSTANTIAL PERFORMANCE OF THE WORK, the Design-Builder shall:

 

 

.1

submit an application for payment of the holdback amount,

 

 

.2

submit a sworn statement that all accounts for the Design Services, labour, subcontracts, Products, construction machinery and equipment, and other indebtedness which may have been incurred by the Design-Builder in the Substantial Performance of the Work and for which the Owner might in any way be held responsible have been paid in fill, except for amounts properly retained as a holdback or those amounts not yet paid by the

 

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Owner to the Design-Builder for Work done which amounts in the Design-Builder’s hands would be payable by the Design- Builder to those with whom it is bound by contract for the performance of the Work or any amounts identified by the Design-Builder, the payment of which is in dispute.

 

5.5.2

After the receipt of an application for payment from the Design-Builder and the sworn statement as provided in paragraph 5.5.1, the Payment Certifier will issue a certificate for payment of the holdback amount.

 

5.5.3

Where the holdback amount has not been placed in a separate holdback account as may be required by the lien legislation applicable to the Place of the Work, the Owner shall, 10 days prior to the expiry of the holdback period stipulated in the lien legislation applicable to the Place of the Work, place the holdback amount in a bank account in the joint names of the Owner and the Design-Builder.

 

In the Common Law provinces GC 5.5.4 shall read as follows:

5.5.4

The holdback amount authorized by the certificate for payment of the holdback amount is due and payable on the day following the expiration of the holdback period stipulated in the lien legislation applicable to the Place of the Work. Where lien legislation does not exist or apply, the holdback amount shall be due and payable in accordance with other legislation, industry practice, or provisions which may be agreed to between the parties. The Owner may retain out of the holdback amount any sums required by law to satisfy any liens against the Work or, if permitted by the lien legislation applicable to the Place of the Work, other third party monetary claims against the Design-Builder which are enforceable against the Owner.

 

In the Province of Quebec GC 5.5.4 shall read as follows:

5.5.4

The holdback amount authorized by the certificate for payment of the holdback amount is due arid payable no later than 30 days after the date of Substantial Performance of the Work. The Owner may retain out of the holdback amount any sums required by law to satisfy any legal hypothecs that have been taken or could be taken against the Work or other third party monetary claims against the Design-Builder which are enforceable against the Owner.

 

GC 5.6 PROGRESSIVE RELEASE OF HOLDBACK

 

In the Common Law provinces GC 5.6.1 shall read as follows:

5.6.1

Where legislation permits and where, upon application by the Design-Builder, the Consultant has certified that the work of a Subcontractor or Supplier has been performed prior to Substantial Performance of the Work, the Owner shall pay the Design-Builder the holdback amount retained for such subcontract work, or the Products supplied by such Supplier, on the day following the expiration of the holdback period for such work stipulated in the lien legislation applicable to the Place of the Work.

 

In the Province of Quebec (3C 5.6.1 shall read as follows:

5.6.1

Where, upon application by the Design-Builder, the Consultant has certified that the work of a Subcontractor or Supplier has been performed prior to Substantial Performance of the Work, the Owner shall pay the Design-Builder the holdback amount retained for such subcontract work, or the Products supplied by such Supplier no later than 30 days after the date of Substantial Performance of the Work The Owner may retain out of the holdback amount any sums required to satisfy any legal hypothecs that have been taken or could be taken against the Work or other third party monetary claims against the Design-Builder which are enforceable against the Owner.

 

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5.6.2

Notwithstanding the provisions of the preceding paragraph, and notwithstanding the wording of such certificates, the Design-Builder shall ensure that such subcontract work or Products is protected pending the issuance of a final certificate for payment and be responsible for the correction of defects or work not performed regardless of whether or not such was apparent when such certificates were issued.

 

GC 5.7 FINAL PAYMENT

 

5.7.1

When the Design-Builder considers that the Work is completed, the Design-Builder shall submit an application for final payment and a certificate for payment issued by the Consultant to the Design-Builder in the amount applied for by the Design-Builder.

 

5.7.2

Unless the Payment Certifier is identified to be the Consultant, the Payment Certifier will review the Work to verify the validity of the application after the receipt of the Design-Builder’s application for final payment and the Consultant’s certificate for payment. The Payment Certifier will review the Work within 10 days of receipt of the Design-Builder’s application and will issue to the Owner, no later than 7 days after reviewing the Work, a certificate for payment in the amount applied for or in such other amount as the Payment Certifier determines to be properly due. If the Payment Certifier amends the application, the Payment Certifier will promptly notify the Design-Builder in writing giving reasons for the amendment.

 

5.7.3

Subject to the provision of paragraph 10.4.1 of GC 10.4 - WORKERS’ COMPENSATION, and any lien legislation applicable to the Place of the Work, the Owner shall make payment to the Design-Builder on account as provided in Article A-S of the Agreement — PAYMENT no later than 15 days after the receipt of a final certificate for payment issued by the Payment Certifier.

 

GC 5.8 WITHHOLDING OF PAYMENT

 

5.8.1

If because of climatic or other conditions reasonably beyond the control of the Design-Builder, there are items of the Work that cannot be performed, payment in fill for that portion of the Work which has been performed as certified by the Payment Certifier shall not be withheld or delayed by the Owner on account thereof; but the Owner may withhold, until the remaining portion of the Work is finished, only such an amount that the Payment Certifier determines is sufficient and reasonable to cover the cost of performing such remaining work.

 

GC 5.9 NON-CONFORMING WORK

 

5.9.1

No payment by the Owner under the Contract nor partial or entire use or occupancy of the Work by the Owner shall constitute an acceptance of any portion of the Work or Products which are not in accordance with the requirements of the Contract Documents.

 

PART 6 CHANGES IN THE WORK

 

GC 6.1 CHANGES

 

6.1.1

The Owner, without invalidating the Contract, may make changes in the Work consisting of additions, deletions, or other revisions to the Work by Change Order or Change Directive.

 

6.1.2

The Design-Builder shall not perform a change in the Work without a Change Order or


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