3) the Contractor can demonstrate to have been rightfully known to or in the possession of the Contractor at the time of disclosure, free of any obligation of confidence; or 4) is independently developed by the Contractor without use of any Confidential Information. 3a. Construction Act Construction Act means Ontario’s Construction Act, R.S.O. 1990, c. C.30, as amended, and its regulations. 10a. Fair Wage Program Labour Conditions Fair Wage Program Labour Conditions refers to the Ontario Fair Wage Program Labour Conditions and applicable Schedule of Fair Wage Rates included in the Contract Documents. 10b. FIPPA FIPPA means Ontario’s Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F31, as amended, and its regulations. 10c. Intellectual Property Intellectual Property means in connection with a specified subject matter, on a worldwide basis, all registered or unregistered Trade-Marks, trade names, patents, copyrights, trade secrets, designs, rights of publicity, mask work rights, utility modes and other industrial or intangible property rights of a similar nature, all grants and registrations worldwide in connection with the foregoing and all other rights with respect thereto existing other than pursuant to grant or registration. 10d. MFIPPA MFIPPA means Ontario’s Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, as amended, and its regulations. 11a. OHSA OHSA means Ontario’s Occupational Health and Safety Act, R.S.O. 1990, c. 0.1, as amended, and its regulations. 12a. Personal Information Personal Information has the same definition as in subsection 2(1) of FIPPA and includes an individual’s name, address, age, date of birth, sex, and religion, whether recorded in printed form, on film, by electronic means, or otherwise and disclosed to the Contractor. 12b. PIPEDA
1.1.8 The Owner shall provide the Contractor, without charge, 6 copies of the Contract Documents. .5 Add new paragraph 1.1.9: 1.1.9 Subject to paragraph 1.1.9, the Contractor acknowledges and agrees that all Intellectual Property in or associated with the Contract Documents, or arising from the performance of the Work, and every other right, title and interest in and to all concepts, techniques, ideas, information and materials, however recorded (including images and data) provided by the Owner to the Contractor, shall exclusively remain the sole property of the Owner at all times. The Owner hereby grants the Contractor a non-exclusive, royalty free license, including the right to grant sub-licenses, to use such Intellectual Property solely for performing its obligations set out in this Contract and in relation to the Project. GC 1.3 RIGHTS AND REMEDIES .1 Delete the word "No" from the beginning of paragraph 1.3.2 and substitute the words: "Except with respect to the notice requirements set out in paragraphs 6.4.1, 6.5.4, and 6.6.1, no …". GC 1.4 ASSIGNMENT .1 Delete paragraph 1.4.1 in its entirety and substitute new paragraph 1.4.1: 1.4.1 The Owner may assign the Contract or a portion thereof without the consent of the Contractor, where such assignment is to an entity undertaking the Project for the use of the Crown in Right of Ontario. The Contractor may not assign the Contract or a portion thereof without the consent of the Owner, and the granting of such consent shall be in the Owner's discretion, not to be unreasonably withheld. GC 2.4 DEFECTIVE WORK .1 Add new subparagraphs 2.4.1.1 and 2.4.1.2: 2.4.1.1 The Contractor shall rectify, in a manner acceptable to the Owner and the Consultant, all defective work and deficiencies throughout the Work, whether or not they are specifically identified by the Owner or the Consultant.
3.4.1 The Contractor shall review the Contract Documents and shall report promptly to the Consultant any error, inconsistency, or omission the Contractor may discover. Such review by the Contractor shall be undertaken with the standard of care described in paragraph 3.14.1 of the Contract. Except for its obligation to make such review and report the result, the Contractor does not assume any responsibility to the Owner or to the Consultant for the accuracy of the Contract Documents. The Contractor shall not be liable for damage or costs resulting from such errors, inconsistencies, or omissions in the Contract Documents, which the Contractor could not reasonably have discovered through the exercise of the required standard of care. If the Contractor does discover any error, inconsistency, or omission in the Contract Documents, the Contractor shall not proceed with the work affected until the Contractor has received corrected or missing information from the Consultant. .2 Add new paragraph 3.4.2: 3.4.2 If, at any time, the Contractor finds errors, inconsistencies, or omissions in the Contract Documents or has any doubt as to the meaning or intent of any part thereof, the Contractor shall immediately notify the Consultant, and request a Supplemental Instruction, Change Order, or Change Directive, as the case may require. Neither the Owner nor the Consultant will be responsible for the consequences of any action of the Contractor based on oral instructions. GC 3.5 CONSTRUCTION SCHEDULE .1 Delete paragraph 3.5.1 in its entirety and substitute new paragraph 3.5.1: 3.5.1 The Contractor shall, .1 within 15 calendar days following the award of the Contract, prepare and submit to the Owner and the Consultant for their review and acceptance, a construction schedule that indicates the timing of the activities of the Work and provides sufficient detail of the critical events and their to demonstrate the Work will be performed in conformity with the Contract Time and in accordance with the Contract Documents. The schedule shall contemplate and comply with the requirements set out in GC 3.16 CONTINUED FACILITY OPERATIONS AND HOURS
Products without the express written consent of the Consultant and the Owner. .2 Add new paragraph 3.8.4: 3.8.4 The Contractor shall comply with all requirements set out in the Fair Wage Program Labour Conditions. The hours of work, the rates of wages paid, and the working conditions shall be in accordance with the Labour Conditions and applicable Schedule of Fair Wage Rates, included therein, as amended from time to time. .3 Add new paragraph 3.8.5: 3.8.5 The Contractor shall provide for the safe on-site storage of Products and their protection (including Products supplied by the Owner and other contractors to be installed under the Contract) so as to avoid dangerous conditions or contamination to the Products or other persons or property, in locations satisfactory to the Owner and Consultant. The Owner shall provide all relevant information on Products to be supplied by the Owner. GC 3.10 SHOP DRAWINGS .1 Revise the heading, “GC 3.10 SHOP DRAWINGS” to read “GC 3.10 SHOP DRAWINGS AND SUBMITTALS”. .2 Add “and Submittals” after the words “Shop Drawings” in paragraphs 3.10.1; 3.10.2; 3.10.4; 3.10.7; 3.10.8; 3.10.9; 3.10.10; 3.10.11; and 3.10.12. .3 Add new paragraph 3.10.13 as follows: “3.10.13 Adjustments made on Shop Drawings by the Consultant are not intended to change the Contract Price. If any such adjustments may result in any change to the Contract Price, the Contractor shall so advise the Consultant prior to proceeding with the work and such change shall be dealt with in accordance with the provisions of Part 6 – CHANGES IN THE WORK. GC 3.11 USE OF THE WORK .1 Add new paragraph 3.11.3:
4.1.5 The net amount of any unexpended cash allowances, after providing for any reallocations as contemplated in paragraph 4.1.4, shall be deducted from the Contract Price by Change Order without any adjustment for the Contractor's overhead and profit on such amount. .3 Add new paragraph 4.1.8: 4.1.8 The Owner reserves the right to call, or to have the Contractor call, for competitive bids for portions of the Work, to be paid for from cash allowances. GC 5.1 FINANCING INFORMATION REQUIRED OF THE OWNER .1 Revise the heading, “GC 5.1 FINANCING INFORMATION REQUIRED OF THE OWNER” to read, “GC 5.1 FINANCING INFORMATION REQUIRED”. .2 Delete paragraph 5.1.1 in its entirety and substitute new paragraph 5.1.1: 5.1.1 The Owner and Contractor shall provide each other with timely Notice in Writing of any material change in their financial ability to fulfil their respective obligations under the Contract. .3 Delete paragraph 5.1.2 in its entirety. GC 5.2 APPLICATIONS FOR PROGRESS PAYMENT .1 Add to the end of paragraph 5.2.7 the following new sentence: Any Products delivered to the Place of the Work but not yet incorporated into the Work shall remain at the risk of the Contractor notwithstanding that title has passed to the Owner pursuant to General Condition 13.1 - OWNERSHIP OF MATERIALS. .2 Add new paragraphs 5.2.8, 5.2.9, and 5.2.10: 5.2.8 As a condition of receiving each progress payment after the first, the Contractor shall submit a Statutory Declaration on an original form CCDC Document 9A-2001, attesting to the truth of the statements made therein.
.2 Delete from the first line of paragraph 5.7.2 the words, “calendar days” and substitute the words: “Working Days”. .3 Delete from the second line of paragraph 5.7.4 the words, “calendar days” and substitute the words: “Working Days”. .4 Add new paragraph 5.7.5: 5.7.5 Prior to the release of the finishing holdback provided for under the Construction Act, the Contractor shall submit: .1 Contractor’s written request for release of the finishing holdback, including a statement that no written notices of lien have been received by it; .2 a Statutory Declaration CCDC 9A-2001; .3 a final Workplace Safety & Insurance Board Clearance Certificate. GC 6.2 CHANGE ORDER .1 Add new paragraph 6.2.3: The Contractor may apply mark-ups for overhead and profit to approved changes to the Contract Price as follows: .1 The Contractor may add to the total net cost of additional Work to be carried by its own forces a mark-up of 5% for overhead and profit. The Contractor shall not treat its own forces as Subcontractors. .2 The Contractor may add to the total net cost of additional Work to be carried out by Subcontractor(s) or Supplier(s) a mark-up of 2.5% for overhead and profit. Such mark-up, by the Contractor, shall be based on net additional cost for an approved change in the Work, such net cost being derived from deducting credits for labour and materials involved in deleted work from the cost of labour and materials involved in additional Work. When quantities of the same product or material are changed in the approved change, the change
to that investigation the degree of care and skill required by paragraph 3.14.1. In those circumstances, notwithstanding the provisions of paragraph 6.4.1, the Contractor is not entitled to an adjustment to the Contract Price or to an extension of the Contract Time for conditions which could reasonably have been ascertained by the Contractor by such careful investigation, or which could have been reasonably inferred from the material provided with the Contract Documents. In those circumstances, should a claim arise, the Contractor will have the burden of establishing that it could not have discovered the materially different conditions from a careful investigation, because of restrictions placed on its access or inferred the existence of the conditions from the material provided with the Contract Documents. GC 6.5 DELAYS .1 Delete the period at the end of paragraph 6.5.1, and substitute the following words: “, but excluding any consequential, indirect or special damages.” .2 Delete the period at the end of paragraph 6.5.2, and substitute the following words: “, but excluding any consequential, indirect or special damages.” .3 Add new paragraph 6.5.6. 6.5.6 If the Contractor is delayed in the performance of the Work by an act or omission of the Contractor or anyone directly or indirectly employed or engaged by the Contractor, or by any cause within the Contractor’s control, then the Contract Time shall be extended for such reasonable time as the Consultant may decide in consultation with the Contractor. The Owner shall be reimbursed by the Contractor for all reasonable costs incurred by the Owner as the result of such delay, including, but not limited to, the cost of all additional services required by the Owner from the Consultant or any subconsultants, project managers, or others employed or engaged by the Owner.
Documents, or that are inferable from an inspection of the Place of the Work exercising the degree of care and skill described in paragraph 3.14.1. .3 Add new paragraph 9.1.5: With respect to any damage to which paragraph 9.1.4 applies, the Contractor shall neither undertake to repair or replace any damage whatsoever to the work of other contractors, or to adjoining property, nor acknowledge that the same was caused or occasioned by the Contractor, without first consulting the Owner and receiving written instructions as to the course of action to be followed from either the Owner or the Consultant. Where, however, there is danger to life, the environment, or public safety, the Contractor shall take such emergency action as it deems necessary to remove the danger. .4 Add new paragraph 9.1.6: The Contractor shall be responsible for securing the Place of Work at all times and shall take all reasonable precautions necessary to protect the Place of Work, its contents, materials (including Owner-supplied materials) and the public from loss or damage during and after working hours. Where the Consultant or the Owner deems the provision of security guard services to be necessary, the Contractor shall provide those services at the Owner's expense. GC 9.2 TOXIC AND HAZARDOUS SUBSTANCES .1 Add new subparagraph 9.2.5.5 9.2.5.5 take all reasonable steps to mitigate the impact on Contract Time and Contract Price .2 Delete subparagraph 9.2.7.4 in its entirety. .3 Add “or released onto” in the preamble to paragraph 9.2.8, after the words “brought onto”. .3 Add to subparagraph 9.2.8.3 immediately before the semicolon, the following new words: "and as a result of the delay"
13.2.1 In the event that a claim for lien is registered against the Project or otherwise preserved by a Subcontractor or Supplier, and provided the Owner has paid all amounts properly owing under the Contract, then the Contractor shall, at its own expense: .1 within ten (10) calendar days of receiving a Notice in Writing from the Owner to do so, cause any such claims for lien and certificates of action to be discharged, released, or vacated by the posting of security or otherwise and provide proof of same to the Owner. 13.2.2 In the event that a written notice of lien is given to any person, including but not limited to the Owner, by a Subcontractor or Supplier, and provided the Owner has paid all amounts properly owing under the Contract, then the Contractor shall, at its own expense: .1 within ten (10) calendar days of receiving a Notice in Writing from the Owner to do so, cause any such written notice of lien to be withdrawn or vacated in accordance with the Construction Act and provide proof of same to the Owner. 13.2.3 In the event that the Contractor fails to comply with the requirements of paragraphs 13.2.1 and 13.2.2, the Owner shall have the right (but not the obligation) to fulfil those requirements without further Notice in Writing to the Contractor and to set off and deduct from any amount owing to the Contractor all costs and associated expenses, including the costs of posting security and all legal fees and disbursements associated with the discharging or vacating of a claim for lien or certificate of action or the withdrawing or vacating of a written notice of lien, and defending any related action. If there is no amount owing by the Owner to the Contractor, then the Contractor shall reimburse the Owner for all of the said costs and associated expenses of so doing. 13.2.4 If any construction lien action or other legal proceeding arising out of the Work is commenced against the Owner, the Contractor shall take all reasonable steps to remove the Owner from such action or legal proceeding, and shall indemnify, defend and hold the Owner harmless in such action or legal proceeding. GC 13.3 CONTRACTOR DISCHARGE OF LIABILITIES 13.3.1 In addition to the obligations assumed by the Contractor pursuant to GC 3.7 – SUBCONTRACTORS AND SUPPLIERS, the
its Subcontractors and Suppliers to comply, with all applicable AODA standards and requirements. 13.6.2 The Contractor shall, within seven (7) calendar days of receiving a request from the Owner to do so, provide the Owner with evidence that the Contractor’s personnel have completed AODA customer service standard training. 13.6.3 The Contractor shall comply with the Owner’s Accessibility Customer Service Policy and shall cause every Subcontractor and Supplier that enters the Place of the Work to adhere to the Owner’s Accessibility Customer Service Policy. GC 13.7 ONTARIO HUMAN RIGHTS CODE AND THE OWNER’S DISCRIMINATION, HARASSMENT AND SEXUAL VIOLENCE AND LABOUR POLICIES 13.7.1 The Contractor shall comply, and shall cause its Subcontractors and Suppliers to comply, with all of the Owner’s Discrimination, Harassment and Sexual Violence Policies and the Ontario Human Rights Code. 13.7.2 The Owner and the Contractor acknowledge and agree that the Contractor’s failure to comply with paragraph 13.6.1 shall be considered a breach of a material term of this Contract and shall be considered a default of the Contractor under the provisions of paragraph 7.1.4. GC 13.8 UNIQUE CONTENT 13.8.1 The Contractor shall not have the right to use any official marks, symbols, insignia, logos, branded promotional items, or nomenclature of the Owner without the Owner’s prior written consent, which consent may be arbitrarily withheld for any reason that the Owner, in its sole and unfettered discretion, considers sufficient. 13.8.2 The Contractor acknowledges and agrees that any official marks, symbols, insignia, logos, branded promotional items or nomenclature of the Owner are and will remain the Owner’s property and the Contractor shall not share any of the Owner’s official marks, symbols, insignia, logos, branded promotional items or nomenclature with any other third parties without the Owner’s prior written consent, which consent may be arbitrarily withheld for any reason that the Owner, in its sole and unfettered discretion, considers sufficient.