Appendix F: Supplementary conditions
Attention: Update to terms and conditions
These terms and conditions apply only to contracts which were awarded prior to April 1, 2014, and contracts resulting from a Request for Proposal process issued prior to the same date.
1. Lump sum employment work form reduction program
1.1 It is a term of the contract that the Contractor has declared to the Departmental Representative:
whether the Contractor has received a lump sum payment made pursuant to any work force reduction program, including but not limited to the Work Force Adjustment Directive, the Early Departure Incentive Program, the Early Retirement Incentive Program or the Executive Employment Transition Program, which has been implemented to reduce the Public service:
of the terms and conditions of that work force reduction program, pursuant to which the Contractor was made a lump sum payment and the rate of pay on which the lump sum payment, including the termination date, the amount of the lump sum payment and the rate of pay on was based, and:
of any exemption in respect of the abatement of a contract fee received by the Contractor under the Early Departure Incentive Program Order or paragraph 4 of Policy Notice 1995-8, of July 28, 1995.
2.1 Notwithstanding any other provision of the Contract, no payment shall be made to the Contractor unless and until:
- an invoice, inspection notes, certificates and any other documents required by the Contract have been submitted in accordance with the terms of the Contract and the instructions of the Minister;
- all such documents have been verified by the Minister;
- with respect to all parts of the Work in respect of which payment is claimed, the Contractor, where required to do so, establishes to the satisfaction of the Minister that such parts of the Work will be free from all claims, liens, attachments, charges or encumbrances; and
- in the case of payment in respect of finished work, the finished work has been inspected by the Minister or the Departmental Representative and accepted as being in accordance with the Contract, including the Specifications.
2.2When paid on a per diem basis, each invoice submitted must be accompanied by the Contractor’s own time sheet for all individuals who provided services and related information as part of the Work under the contract. Time sheets must be signed by the Contractor or his authorized representative, and must include:
- contract # and project name
- name of individual for which time is being claimed
- resource category of the individual (if applicable)
- applicable per diem rate
- dates and period in which the services were rendered
- number of hours claimed for each day of the period
2.3 The Minister shall notify the Contractor, within 15 days of receipt of an invoice, of any inadequacy of the invoice or of the supporting documentation, and where any such notice is given within that period the date for payment of the amount invoiced shall be postponed until the Contractor remedies the inadequacy to the satisfaction of the Minister.
2.4 Where a delay referred to in section GC5 (Excusable Delay) has occurred, the Minister may, at the Minister's discretion, withhold all or a portion of any payment due to the Contractor until a "work-around" plan approved by the Minister has been implemented in accordance with that section. Section 3 of Appendix C (Interest on Overdue Accounts) shall not apply to any amount withheld under this subsection.
3. GST/HST clause
3.1 The appropriate Goods and Services Tax (GST/HST) will be shown separately on all invoices and progress claims made on or after the date of the introduction of this tax and will be paid by Canada. The Contractor agrees to remit any GST/HST paid or due to Canada Customs and Revenue Agency.
4. Interest on overdue accounts
4.1 For the purposes of this section: "Average Rate" means the simple arithmetic mean of the Bank Rates in effect at 4:00 p.m. Eastern Standard Time each day during the calendar month which immediately precedes the calendar month in which payment is made, where the "Bank Rate" means the rate of interest established from time to time by the Bank of Canada as the minimum rate at which the Bank of Canada makes short term advances to members of the Canadian Payments Association.
"date of payment" means the date of the negotiable instrument drawn by the Receiver General for Canada and given for payment of an amount due and payable;
an amount is "due and payable" when it is due and payable by Canada to the Contractor in accordance with the terms of the Contract; and
an amount becomes "overdue" when it is unpaid on the first day following the day upon which it is due and payable.
4.2 Subject to the Contract, Canada shall be liable to pay to the Contractor simple interest at the Average Rate plus 3 percent per annum on any amount that is overdue, from the date such amount becomes overdue until the day prior to the date of payment, inclusive. Interest shall be paid without notice from the Contractor.
4.3 Canada shall not be liable to pay interest in accordance with this section if Canada is not responsible for the delay in paying the Contractor.
4.4 Canada shall not be liable to pay interest on overdue advance payments.
5. Changes in taxes and duties
5.1 In this section, "bid" includes a proposal, tender or offer submitted by the Contractor in response to an invitation from the Minister.
5.2 Subject to subsection 4.3, in the event of any change (including a new imposition or repeal), on or after the date of submission of the bid, of any tax, customs or other duty, charge, or any similar imposition that is imposed under sales or excise tax legislation of the Government of Canada and which affects the cost to the Contractor of the Work, the Contract Price shall be adjusted to reflect the increase or decrease in the cost to the Contractor.
5.3 There shall be no adjustment under subsection 4.2 in respect of any change that would increase the cost to the Contractor of the Work if public notice of the change was given before the bid submission date in sufficient detail to permit the Contractor to have calculated the effect on its cost before that date.
5.4 The Contractor shall forward to the Minister a certified statement showing the increase or decrease in cost to the Contractor that is directly attributable to the change in the imposition. The Minister may verify the increase or decrease in cost by audit before or after the Contract Price is adjusted.
5.5 Notwithstanding subsections 4.2 to 4.4, no adjustment to the Contract Price in respect of the Work or a part thereof shall be made for a change in any imposition referred to in this section that occurs after the date required by the Contract for delivery of the Work or that part of the Work.
6. Service contract with non-resident persons performing services in Canada
6.1 Pursuant to Section 153 of the Canadian Income Tax Act and Subsection 105(1) of the Income Tax Regulations governing payments to non-residents performing services in Canada, a 15% tax will be withheld for any payment due under this contract.
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