20180124Avista to WNIDCL_Attachment A H1-10.PDF

Hydro One Networks Inc.

CONTRACT STANDARD
CONSTRUCTION SERVICES
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Definition of Terms 1.
The following terms, wherever used in any Contract document, shall mean:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or under common control with a
party, and “control” means with respect to any entity, the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such entity, whether through the ownership of voting shares
or other ownership interest or by contract or otherwise.
“Anti-Corruption Laws” means: (i) the Canadian Corruption of Foreign Officials Act, the U. Hydro One Networks Inc.S.
Foreign Corrupt Practices Act, the U.S. Bribery Act, and the U.K. Bribery Act, as such legislation is amended or
replaced, and any related regulations; and (ii) laws and regulations (including conventions of the OECD or United
Nations), in force in the jurisdictions in which the Contractor is providing the Work or services, manufacturing or
carrying on its other activities, that prohibit bribery and corrupt activities, regulate or prohibit political donations or
campaign contributions to public officials, or prescribe requirements relating to providing or accepting gifts and
business entertainment.
“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks of Toronto,
Ontario, Canada are open for business during normal banking hours.
“Change Order” means a formal executed written document issued by Hydro One’s representative authorizing
changes to the Work, price, or time.
“Change Request” means a written document from the Contractor requesting a change to the Work, timing or
pricing.
“Competent” means a person who: (i) is qualified because of his or her knowledge, training and experience to
organize and perform the work; (ii) is familiar with the provisions of the Occupational Health and Safety Act, R.S.O.
1990, c.O.1, as amended, and Hydro One’s corporate policies and procedures set forth herein that apply to the work;
(iii) has the requisite knowledge of any potential or actual danger to health and safety in the workplace; (iv) is fit to
perform the work, both physically and mentally; and, (v) is at least 18 years of age or such higher age as may be
prescribed by law.
“Confidential Information” means any information identified as confidential, sensitive or proprietary or which, given
the nature of the information and circumstances of the disclosure, the Receiving Party knew or ought to have known,
was or should be treated as confidential (including all documents, information and data conveyed, relayed,
transmitted, received, observed, recorded or stored in any form and includes any Work and Intellectual Property
related thereto, text, letter, specification, equipment, design, blueprint, memorandum, sound recording, video, film,
photograph, chart, graph, map, survey, diagram, model, sketch, book of account, product, information about or
related to any electrical transmission or distribution equipment, system or architecture, computer software,
hardware, firmware, data bases, data processing, telecommunication, communications networking system, practices,
processes or procedures or other internal systems, security, or controls (in any stage of development), used, licensed,
owned, or developed (or in development) and related documentation, records, accounts, technical data, research,
products, financial information, plans or strategies, forecasts or forecast assumptions, business practices, and
personal information) regarding the Disclosing Party, its affiliates, suppliers or customers disclosed to or discovered
by the Receiving Party in connection with this Contract or in the performance of the Work.
“Conflict of Interest” means, but is not limited to, any situation or circumstance where, in relation to the
performance of its obligations under the Contract, the Contractor’s other commitments, relationships or financial
interests (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial
exercise of its independent judgment; or (ii) could or could be seen to compromise, impair or be incompatible with
WNIDCL_PR_010(H1) Attachment A 1 of 29
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the effective performance of its obligations under the Contract.
"Construction Equipment" means any and all equipment, vehicles or machines provided by the Contractor under the
Contract and/or used by the Contractor or any Subcontractor in the performance of the Work, such as, without
limitation, mobile cranes, trucks, air compressors, welding sets, bulldozers, drilling equipment, scrapers and tools.
“Contract Price” means the total of any stipulated sum(s) for the Work (or any portion thereof), excluding GST/HST,
set forth in the Contract Documents as amended by any Instruction Notice.
“Contact Person” means the person designated by a party pursuant to section 7.1.
“Contract” or “Contract Documents” or “Agreement” has the meaning set out in section 2.2.
"Contractor" or "Company" means the individual, person, firm, partnership, corporation, or other entity who is the
party entering into the Contract with Hydro One.
"Disclosing Party" means collectively, the party, its Affiliates, suppliers, outsourcers, contractors, customers and third
party agents that disclose or make available Confidential Information.
"Engineer" means the person designated from time to time by Hydro One to exercise such power, authority or
discretion as is required of such person under the Contract.
“EPA” means the Ontario Environmental Protection Act, R.S.O. 1990, c. E.19, as amended.
"Field Supervisor" means an employee of the Contractor or of a Subcontractor who is responsible for the supervision
of its site labour performing Work under the Contract and who shall be available at the Project Site at all times during
the performance of the Work and shall be authorized to act for, or on behalf of, the Contractor.
“Goods and Services Tax” or “GST” means the federal Goods and Services Tax chargeable in accordance with Part IX
of the Excise Tax Act (Canada), as amended in respect of a supply made in a non-participating province.
“Harmonized Sales Tax” or “HST” means the federal Harmonized Sales Tax chargeable in accordance with Part IX of
the Excise Tax Act (Canada), as amended, in respect of a supply made in a participating province.
“Hydro One” or "Purchaser" means Hydro One Limited or one of its subsidiaries, whichever of those corporations has
been designated in a Contract Document.
“Instruction Notice’ means a formally executed written document issued by Hydro One’s representative formally
amending the Purchase Order or other Contract Document in any respect and forms part of the Contract Document it
amends. An Instruction Notice may document a Change Order.
"Intellectual Property" or “IP” means anything that is or may be protected by an Intellectual Property Right.
“Intellectual Property Right” means any right that is or may be granted or recognized under any common or civil law
principle regarding intellectual and industrial property or Canadian or foreign legislation regarding patents,
copyrights, neighbouring rights, moral rights, trade-marks, trade names, service marks, confidential information
(including Confidential Information as defined herein), software, firmware, databases, data, instructions, notes,
memoranda, records, plans, designs, drawings, documentation, discoveries, inventions, concepts, ideas, formulae,
algorithms, methods, processes, procedures, trade secrets, know-how, industrial designs, mask works, integrated
circuit topographies, whether registered or unregistered, or any other statutory provision and including rights in any
application for any of the foregoing.
“Labour Requirements” means the labour requirements and conditions contained in the Procurement Documents
and/or the Contract Documents.
“Notice of Project” shall have the meaning set forth in the OHSA.
“OHSA” means the Ontario Occupational Health and Safety Act, R.S.O. 1990, c. O.1, as amended.
“Personal Information” means recorded information about an identifiable individual or that may identify an
individual.
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“Personal Risk Assessment” or “PRA” means a documented background check that includes, at a minimum, a
confirmation of identity and a seven year criminal history records check that includes current residence and all other
locations the individual resided for six consecutive months during the previous seven (7) years, as well as any other
verification or reviews as deemed necessary by Hydro One.
“Privacy Laws” has the meaning set out in Section 30.3.
“Personnel” means any director, officer, employee, Subcontractor, supplier or agent of the Contractor or its Affiliates.
“PPE” has the meaning set out in Section 22.7.
“Procurement Document(s)” or “RFP Documents” or “RFQ Documents” or “RFPQ Documents” or “RFP” or “RFQ” or
“RFPQ” means the documents issued by Hydro One calling for information, quotations, orders, responses,
submissions or proposals for the supply of Work or for the prequalification to supply Work as further stated in the
said document(s).
"Product" means the materials, machinery, equipment, hardware, assemblies, instruments, devices, goods, products,
or articles furnished by the Contractor, as the case may be, or components thereof, the delivery or supply thereof,
pertaining to the Contract.
"Project Site" means the land or actual place where the project is located and/or performance of the Work will take
place.
“Proposal” or “Response” or “Submission” means the Contractor’s proposal or response or quote or submission in
response to Hydro One’s Procurement Documents.
“Qualified” means a person who is accepted as satisfactory in reference to experience, personal competency, and
familiarity with rules, procedures, apparatus, and dangers involved in the Work.
“Quote” means a written quote issued by Contractor in response to a request from Hydro One, based on the Contract
Documents, unless otherwise agreed in writing.
"Receiving Party" means collectively, the Contractor, its Affiliates, contractors, consultants, advisors, agents,
suppliers, vendors, and third party service providers of Contractor, and anyone acting for or on behalf of the
Contractor, that receives Confidential Information from the Disclosing Party.
“Special Terms and Conditions” - means the documents that may include a description of the scope of Work,
Specifications, and other additional terms and conditions as agreed by the parties.
“Specifications” means the technical and other requirements, terms of reference and specifications identified or set
out in the Contract Documents.
“Subcontractor” means contractors, consultants, advisors, agents of Contractor, suppliers and vendors of Contractor,
and includes, without limitation, Affiliates of Contractor and third party service providers of Contractor.
“Substantial Performance of the Work” shall have the same meaning set forth in the lien legislation applicable to the
place of the Work. If such legislation is not in force or does not contain such definition, 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 Contractor.
"Takeover day" means the day on which the Work, having been completed and made ready for use, is provisionally
accepted by the Engineer, subject to the Contractor's continuing obligations.
“Ticket” has the meaning set out in Section 2.6.
“Unfair Advantage” means any conduct, direct or indirect, by the Contractor at the procurement stage that may
result in gaining an unfair advantage over other parties in the procurement process, including but not limited to (i)
possessing, or having access to, information in the preparation of its Proposal that is confidential to Hydro One and
which is not available to other competitors, (ii) communicating with any person with a view to influencing, or being
conferred preferred treatment in, the procurement process, or (iii) engaging in conduct that compromises or could be
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seen to compromise the integrity of the procurement process and result in any unfairness, including, without
limitation, conduct, agreement, or concerted practice between the Contractor and another company or person to,
among other things, create a fake submission for comparative purposes, or require a competitor to refrain from
providing a proposal, or require a competitor to provide a proposal in a certain manner, or share details about their
proposal, including how they intend to propose.
"Warranty Period" means one year from the Takeover day, unless such other time period is set out in the Contract
Documents.
"Work" means all labour, materials, Construction Equipment, Contractor’s equipment, appropriate documentation,
structures, services, Products, tools, supplies, and acts required to be done, furnished or performed by the Contractor
under the Contract.
“WSIA” and “WSIB” have the meanings set out in Section 9.1.
Scope, Contract Documents and Order of Precedence 2.
This Contract sets out terms regarding the Work to be provided by the Contractor. The Contractor agrees to 2.1
provide the Work in accordance with this Contract.
The “Contract Documents” shall consist of: 2.2
(1) Hydro One’s Purchase Order (“Purchase Order”);
(2) Tickets, Quotes, clarification and additional documents (if any) agreed to and incorporated into or
referencing the Purchase Order;
(3) Special Terms and Conditions, if any;
(4) this document;
(5) the Contractor's Proposal and
(6) the Procurement Documents (other than those listed above). These Contract documents shall, to the extent
of any inconsistency or conflict, take precedence in the order in which they are named. Appendices and
addenda to any Contract Document shall be considered part of such document. The Contract Documents
form this Contract.
The parties acknowledge and agree that: 2.3
(a) this document, in and of itself, shall not be construed as Hydro One’s authorization to proceed with the
provision of any Work;
(b) the Work performed or provided for Hydro One under this Contract may include performing or providing
Work for an Affiliate of Hydro One;
(c) by entering into this Contract, Hydro One is not making any representation, warranty or guarantee to
Contractor as to the value or volume of business - the value or volume of business to Contractor under this
Contract during any year or years or over the term may be zero;
(d) the arrangement expressed by this Contract is not exclusive and does not in any way restrict Hydro One’s
freedom to contract with any third party for any services or Work, including services or Work similar to or the
same as associated with this Contract at any time;
(e) in order to be given any specific business Contractor may be required to participate in a mini-rfp or other
competitive process, which may alter or introduce additional terms and conditions, at the end of which:
Hydro One will not be bound to commit to the provision of any Work by Contractor and / or any third party;
Hydro One may agree to the provision all, or only a part of, the Work by Contractor; or Hydro One may agree
to the provision of all or only a part of the Work by Contractor and by third parties concurrently; and
(f) The Contract Documents will also state whether the Work is to be provided: (i) on time and materials basis in
which case the rates will also be set out, (ii) on a scheduled or milestone basis, (iii) fixed price basis, or (iv)
such other basis as specified.
The Contract Documents and the Work as specified therein shall be interpreted to include all Work reasonably 2.4
required to provide a result that is fit for Hydro One's purposes.
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None of the conditions contained in the Contractor’s standard or general (printed or otherwise) conditions of 2.5
sale or any terms in any packaging or on any Contractor website shall be of any effect unless explicitly agreed
to by Hydro One and set forth in the Contract documents or specifically referred to therein.
Hydro One will issue Purchase Orders to the Contractor and may also issue tickets (“Tickets”) for Work, either: 2.6
(1) directly based on the scope, Specifications and pricing pursuant to the Contract Documents, or
(2) based on Quotes received from Contractor pursuant to the Contract. The Contractor shall perform the Work
in accordance with such Purchase Orders, Tickets and the Contract. Other than Tickets, Purchase Orders and
Work to be done on an emergency basis, the Contractor shall be deemed to accept and be contractually
bound to perform the Work under such Purchase Orders and Tickets unless the Contractor rejects such
Purchase Order or Ticket in writing within one (1) business day of the issuance of such Purchase Order or
Ticket. In emergency situations Purchase Orders and/or Tickets will be issued in a timely manner once the
emergency has passed.
Personnel 3.
All Contractor Personnel shall have the knowledge, abilities, experience and qualifications required for the 3.1
Work, and shall be committed full time to the Work. It is the Contractor’s responsibility to ensure the
Contractor Personnel have the required skill sets, training and credentials. The Contractor is responsible to
provide all skills training and evaluation of its proposed Personnel. In all cases, Contractor shall be solely
responsible for all recruitment, training, supervision, provision of appropriate tools and supplies,
remuneration, work quality, performance evaluation, recognition, discipline, hiring and firing of its Personnel.
The Contractor and its Subcontractors must be able to demonstrate that he, she or it has Qualified and 3.2
Competent Personnel with suitable experience and adequate equipment to carry out the specified Work safely.
The Contractor must provide such additional support as may be required from time to time for the proper
performance of the Work, and as may be necessary for completion of the Work within any completion date.
The Contractor Personnel must at least meet industry standards for performance of the Work in both content 3.3
and quality expected of the positions and their levels. The Contractor will be responsible and accountable for
identifying and dealing with any issues related to the quality of workmanship and overall work ethic of the
Contractor Personnel. Without limiting Contractor’s responsibility and accountability, where Hydro One
becomes aware of quality or work ethic issues with Contractor Personnel, Hydro One will advise the Contractor
in a timely manner in order for the Contractor to address the issue. The Contractor shall rectify immediately
safety rule violations by its Personnel. Refusal to do so and or repeated violations will result in permanent
removal of the offender from the Work or cancellation of the Contract.
All Contractor Personnel engaged to perform Work under the Contract must be bondable and shall be subject 3.4
to the prior approval of Hydro One. If requested, each such individual shall complete an application (in a form
supplied by Hydro One) for authorization to carry out Work under the Contract.
Hydro One may, at any time as it determines, acting reasonably in its sole discretion, require the Contractor to 3.5
remove any Personnel who, in Hydro One’s sole reasonable opinion, are not satisfactory and furthermore, if
Hydro One also requests, the Contractor agrees to promptly replace such Contractor Personnel with Contractor
Personnel that Hydro One approves. The Contractor further agrees that, in all events, the Contractor will only
substitute with other Contractor Personnel who meet the qualifications, experience and requirements and the
terms of this Contract. In all cases, Contractor is solely responsible for all expenses associated with any
replacement Contractor Personnel.
Rules, Policies and Procedures 4.
The Contractor agrees to comply with all relevant safety laws and regulations, and all rules, processes, policies 4.1
and procedures of Hydro One regarding the Project Site and applicable to its performance of this Contract of
which it is apprised.
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Escorted Access 5.
If any of the Work provided pursuant to the Contract requires entry to one or more of Hydro One's 5.1
transmission stations, switching stations, distribution stations or control centres by the Contractor or its
Subcontractors or any person providing services to, or acting on behalf of, the Contractor or its Subcontractors
(collectively, the "Entrants"), no Entrant shall be permitted entry to any of the said premises unless
accompanied at all times by an employee of Hydro One or another person appointed by Hydro One to provide
such accompaniment. It shall be the responsibility of the Contractor to arrange such accompaniment, and the
Contractor shall ensure that no Entrant shall enter or attempt to enter the said premises without such
accompaniment. Hydro One may, at its sole discretion, waive in writing the requirement for the Contractor
Personnel to be escorted when entering transmission stations, switching stations, and distribution stations.
Security 6.
The Contractor and all Contractor Personnel shall obey all policies, rules, regulations, processes and procedures 6.1
established by Hydro One regarding the equipment, assets, information, systems, and premises to which the
Contractor has access and projects for which the Contractor and Contractor Personnel perform the Work. The
Contractor agrees to ensure that such Contractor Personnel complete such training as required by Hydro One
related thereto.
The Contractor shall protect Hydro One’s equipment, assets, property, systems, networks and computer 6.2
resources to which the Contractor may have access, against damage including, without limitation,
(i) using appropriate authentication and other measures to permit and control access only to necessary
individuals
(ii) utilizing anti-virus and malicious software prevention tools to detect, deter, prevent and mitigate the
introduction, exposure and propagation of malware,
(iii) be alert to and immediately notify Hydro One of any security events or incidents,
(iv) follow industry standard and Hydro One procedures for protection and secure access, storage, transit, use,
destruction and disposal of Hydro One information, and
(v) follow all rules and requirements established by Hydro One related thereto.
When any Product is provided or Work is to be performed regarding any of Hydro One’s equipment, assets, 6.3
systems, offices, properties, or Project Site, or any Contractor Personnel are expected to have access to any
proprietary or Confidential Information of Hydro One, the Contractor:
(i) upon Hydro One’s request, will provide a list of such Contractor Personnel that require access to any of Hydro
One’s equipment, assets, properties, systems or premises or proprietary or Confidential Information;
(ii) if asked by Hydro One, will complete and submit to Hydro One, a Personnel Risk Assessment in respect of
relevant Contractor Personnel as requested by Hydro One; and
(iii) shall provide and shall be responsible to have Contractor Personnel provide to Hydro One such personal and
other information as Hydro One's security and other authorized representatives may reasonably require for
the purposes of such security and reference checks as Hydro One, in its discretion, may deem necessary.
Commencement of Work and access to Hydro One’s assets, systems, offices, property, Project Site and / or 6.4
proprietary or confidential information is subject to the following:
Where what is provided under the Contract involves the Contractor or Contractor Personnel having
any of the following: physical access, or electronic access as a super user (including root,
administrator), or access as system support, developer, system control operator or general user
access to certain critical assets, cyber assets, system or system control assets or information, or
providing equipment, products, patches or updates to such assets, systems or information; then
the Contractor, after submitting a Personal Risk Assessment to Hydro One, must have first received written
approval from Hydro One that each such Contractor Personnel requiring such access has, in Hydro One’s
determination, acceptable security clearance before access or commencing or continuing the Work; and, shall
require such Contractor Personnel to present such proof of such approval prior to access to Hydro One’s
equipment, assets, systems, offices, properties, Project Site or any proprietary or Confidential Information to
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the extent required by Hydro One.
Notwithstanding any Hydro One approval of a Personal Risk Assessment or permission provided by Hydro One 6.5
to access any of Hydro One’s equipment, assets, systems, offices, property and / or any Project Site or
proprietary or Confidential Information, the Contractor will remain completely responsible and liable for all
actions and failures to act of all Contractor Personnel and will not be relieved of any of its obligations under
this Contract.
If any Contractor Personnel cease to be employed or engaged by the Contractor, or is reassigned or no longer 6.6
requires access to Hydro One’s equipment, assets, properties, systems, premises or proprietary or Confidential
Information, or the security status of any Contractor Personnel changes during the term of the Contract,
Contractor shall immediately notify Hydro One and shall revoke access and immediately cease using the
Contractor Personnel to perform the Work under the Contract.
Where there is a change in the security status of any Contractor Personnel, the Contractor will immediately 6.7
provide an updated Personal Risk Assessment and shall not allow such Contractor Personnel access to Hydro
One’s equipment, assets, properties, systems, premises or proprietary or Confidential Information or utilize
such Contractor Personnel for the performance of the Work until such time as the Contractor receives written
approval from Hydro One. In such an event, the Contractor shall endeavour to diligently perform the Contract
and complete the Work in accordance with the schedule set forth in the Contract and, if necessary, will
increase the level of effort necessary to ensure the schedule is maintained. Any price or funding limitations
shall not be exceeded without Hydro One's prior written authorization, notwithstanding any extra efforts
required to maintain the schedule.
In addition to any other remedy that Hydro One may have against the Contractor as a result of the Contractor’s 6.8
failure to comply with all of the terms set out herein, the Contractor shall, to the extent that delay in
performing the Contract and providing the said Work occurs as a result of the non-delivery of signed and
witnessed documents that are required by the PRA, be liable to Hydro One for all damages arising out of the
said delay.
Hydro One retains the right to stop all or any part of the Contractor’s Contract performance and the Work, 6.9
remove any Contractor Personnel, revoke access at any time and / or terminate for cause the Contract should
Hydro One in its sole discretion determine that any Contractor Personnel is a security risk and / or the
information provided in the PRA was misleading or incorrect.
Hydro One's security staff shall have the right to examine or search equipment, tools, and materials brought to 6.10
or removed from the Project Site by the Contractor or by any Subcontractor. If requested, the Contractor and
each Subcontractor shall deposit with the security officer an itemized list of all equipment, tools, and materials
at the time they are brought to the Project Site. The list will be used by the security staff when checking such
equipment, tools, and materials into and out of the Project Site at any security gate.
Hydro One's security staff shall also have the right to examine, inspect or search at any time, in the presence of 6.11
the Contractor's or the Subcontractor's representative, any Contractor or Subcontractor enclosure on the
Project Site, including the Contractor's and Subcontractor's storage bins, tool cribs, boxes, vehicles and
Construction Equipment.
Governance, Contacts, Escalation and Reporting 7.
Each party agrees to appoint and inform the other party of the contact person (“Contact Person”) to act as 7.1
representative for coordination of the Work and liaison between the parties to whom all correspondence,
reports and documents shall be addressed and for the communication of matters of mutual interest and
concern in respect of this Contract. All Personnel of the Contractor performing under the Contract shall deal
exclusively with the Hydro One Contact Person and such other persons as specifically designated by Hydro One
to the exclusion of any other persons in relation to the performance of the Contract. No acceptance,
instruction, approval or statement by the Contact Person or by any other representative of Hydro One shall
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relieve the Contractor from responsibility for proper performance of the Contract.
In the event that there are any problems or difficulties with respect to Contract performance, such problems 7.2
and difficulties shall first be brought to the attention of, and to be dealt with, by the Contact Person. If the
Contact Persons for the respective parties are unable to resolve such problem or difficulty, then such problem
or difficulty shall be dealt with pursuant to the dispute resolution process set out in Section 39.
The Contractor agrees to report to and consult with Hydro One through its Contact Person regarding the 7.3
Contractor’s progress and performance with respect to performing the Contract as may be further set out in
the Contract Documents.
In addition to telephone communication, the Contractor must have a dedicated fax line number and e-mail 7.4
address for communication with Hydro One. The Contractor shall reference Hydro One’s project name, Work
description and Purchase Order, and Ticket number in all communications with Hydro One. The Contractor
agrees to provide to Hydro One such operational, performance and other reports in connection with Work as
reasonably requested by Hydro One.
Language and Measurement 8.
All communication between the Contractor or its Subcontractors and Hydro One, including all documents, 8.1
notes on drawings, and submissions required under the Contract, shall be in English. Unless specified in the
Procurement Documents, either the Imperial system of weights and measures or the International System of
Units (SI) may be used for quantity measurement. When the Imperial system is used, either Imperial or US
gallons may be quoted, provided that the unit is clearly defined, and any weight expressed in tons shall be the
short ton of 2000 pounds. Technical abbreviations for the Imperial system shall be in accordance with CSA
Standard Z85 - Abbreviations for Scientific and Engineering Terms. Preferred units in SI are those shown in
Hydro One's Standard MCD-1 - Preferred Units of Measurement (SI).
WSIB Coverage 9.
In connection with the performance of any Work pursuant to the Contract, the Contractor covenants and 9.1
agrees it is required to comply with the requirements of the Workplace Safety and Insurance Act, 1997, S.O.
1997, as amended (the “WSIA”). In addition, before performing any Work, at the request of Hydro One, the
Contractor will supply and cause any Subcontractor performing the Work to supply to Hydro One evidence that
it is in good standing with the Workplace Safety and Insurance Board (“WSIB”) under the WSIA by providing a
copy of its most recent WSIB certificate upon initial arrival on the Project Site and that of the Subcontractors.
Together with the certificate, the Contractor shall submit a list of the WSIB account numbers of the Contractor
and Subcontractors who will be employed at the Project Site, and shall thereafter update the same as the
Work progresses. The Contractor and each Subcontractor shall cooperate with safety associations operating
under the authority of the Workplace Safety and Insurance Act (“WSIA”) or the Workplace Safety and
Insurance Board (“WSIB”) and, in the performance of the Work, shall not in any manner endanger the safety
of, or unlawfully interfere with the convenience of, other workers or the public. The Contractor shall furnish
evidence of compliance with such laws and regulations to Hydro One at such times as Hydro One may
reasonably request. The Contractor will be solely responsible for all Workplace Safety and Insurance Board
claims related to the Contractor and its Personnel with respect to Work performed. The Contractor agrees to
indemnify Hydro One in respect of any such claims.
Insurance 10.
During the term of this Contract, Contractor agrees to provide and/or cause its Subcontractors to provide and 10.1
maintain in full force and effect with financially responsible insurance carriers the following insurance which
shall take effect as of the date of this Contract and shall remain in effect during the term hereof or any
extension thereof or as otherwise specified herein:
(a) Automobile Liability Insurance, covering all licensed vehicles owned, (and non-owned auto for policies
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written in U.S.), rented or leased and used in connection with the work to be performed under this Contract.
Coverage shall include Bodily Injury and Property Damage Liability, mandatory Accident Benefits and if
applicable attached machinery, to a combined inclusive minimum limit of $5,000,000. To achieve the
desired limits, Excess or Umbrella coverages may be used.
(b) Commercial General Liability Insurance with limits of $5,000,000 inclusive for both bodily injury, including
death, personal injury and damage to property, including loss of use thereof, for each occurrence. To achieve
the desired limits, Excess or Umbrella coverages may be used. Coverage shall specifically include but not be
limited to the following:
 Blanket Contractual Liability;
 Damage to property of Hydro One including loss of use thereof,
 Liability arising out of unlicensed equipment;
 Pollution Liability coverage on at least a Sudden and Accidental basis;
 Products & Completed Operations to be continuously maintained through the operational liability
insurance
 Employer's Liability;
 Non-Owned Automobile Liability; Not applicable where Contractor’s auto liability insurance covers non-
owned autos as in U.S. policies
 Broad Form Property Damage
 XCU endorsement (if applicable to the services being provided under the Contract)
 Blasting (if applicable to the services being provided under the Contract)
 Riggers Liability (if applicable to the services being provided in the Contract. i.e. craning)
(c) Errors and Omissions Insurance. If Contractor provides any design, engineering, contract management or
other professional services and its professional errors or omissions could result in loss, damages to, or claims
against, Hydro One, then the Contractor shall carry $2.0 million per occurrence and in the annual aggregate
of Errors and Omissions Insurance with insurers satisfactory to Hydro One and shall ensure that such policy or
policies do not exclude any liability that could result from its professional errors or omissions in connection
with the work. Without limiting the generality of the foregoing, the policy will not contain a design/build
exclusion if the Contractor is carrying out designing and building activities in connection with this Contract.
Coverage shall remain in effect for no less than 3 years following final completion of Work.
(d) Worker Compensation: Contractor and/or Subcontractors shall qualify under and shall satisfy all the workers
compensation laws of all jurisdictions in which the Work and any portion of the Work is to be performed and
any other applicable provisions of said laws. (Note: For U.S. employees, appropriate State Workers
Compensation must be carded including Employees Liability for a minimum limit of $1,000,000 U.S., with a
Foreign Coverage Endorsement and, to the extent applicable, Jones Act and U.S. Longshoreman's and Harbor
Workers coverage and FELA).
(e) such other insurance as set out in the Contract Documents.
Certificates of Insurance. In accordance with the provisions herein, the Contractor will supply and cause its 10.2
Subcontractors to supply Hydro One a certificate of insurance completed by a duly authorized representative
of their respective insurers certifying that at least the minimum coverages required here are in effect and that
the coverages will not be cancelled, restricted or reduced without 30 days advance written notice by registered
mail, receipt required, to Hydro One’s contact set out in the Contract Documents (with copy to Hydro One Inc.,
Risk & Insurance Department, 483 Bay Street, TCT 08, South, Toronto, Ontario. M5G 2P5).
(a) Failure of Hydro One to demand such certificate or other evidence of full compliance with these insurance
requirements or failure of Hydro One to identify a deficiency from evidence provided will not be construed as
a waiver of the Contractors obligation to maintain such insurance. No one acting on behalf of Hydro One has
any authority to waive the any insurance requirement herein, unless done so by making specific reference to
the provision being affected, and done so in a written instrument signed by hand (and not electronically) by
Hydro One’s authorized signing authority.
WNIDCL_PR_010(H1) Attachment A 9 of 29
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(b) Hydro One’s acceptance of delivery of any certificate of insurance evidencing the required coverages and
limits does not constitute approval or agreement by Hydro One that the insurance requirements have been
met or that the insurance policies shown in the certificates of insurance are in compliance with the
requirements.
(c) The Contractor’s failure to maintain the required insurance, or to provide such certificate or other evidence
of full compliance with these insurance requirements, as set forth here may result in termination of this
Contract at Hydro One's option.
(d) If any of the coverages are required to remain in force after final payment, an additional certificate
evidencing continuation of such coverage will be submitted with the Contractor’s final invoice.
(e) Certificates of insurance are required to be provided prior to the Work beginning.
All deductibles shall be to the account of the Contractor and/or its Subcontractors. 10.3
With the exception of Automobile Liability Insurance, all insurance noted above shall specify that it is primary 10.4
coverage and not contributory with or in excess of any other insurance that may be maintained by Hydro One.
All limits and deductibles are expressed in Canadian dollars. 10.5
Hydro One, shall be added as an Additional Insured under coverages noted in Commercial General Liability and 10.6
Excess/Umbrella Liability; Aviation Liability; Garage Auto Liability; Watercraft Liability; Pesticide Liability and /
or Pollution Liability as noted in the Contract but only with respect to their rights and interest in the operations
of the Contractor and shall be added a Loss Payee as Hydro One’s interest may appear, under coverage All
Risks' Installation Floater.
Coverages noted in Commercial General Liability and Excess/Umbrella Liability shall: i) contain a Cross Liability 10.7
clause and a Severability of Interests clause and ii) contain a waiver of subrogation whether or not the
damage is caused by the act, omission or negligence of Hydro One, its’ employees or any of its agents.
All insurance requirements shall be in force prior to the commencement of Work under the Contract and shall 10.8
remain in force during the entire term of the Contract. Notwithstanding anything else in the Contract:
(a) the Contractor shall not commence providing the said Work prior to Hydro One's receipt of a valid Standard
Insurance Certificate evidencing compliance with all terms of this clause;
(b) if the required insurance coverage expires during the Contract term the Contractor shall ensure that
replacement insurance coverage as required above shall be in place immediately so that coverage shall be
continuously maintained ; and the Contractor shall provide a renewal certificate within 14 days of expiration
evidencing continued compliance with all terms of this clause.
Hydro One’s Code of Business Conduct; Conflict and Interested Persons 11.
The Contractor acknowledges and agrees that Hydro One’s directors, officers, employees, agents, 11.1
representatives, and business partners are bound by Hydro One’s Code of Business Conduct.
The Contractor will not take any action that would cause Hydro One or any of its directors, officers, employees, 11.2
agents, representatives, or business partners to be in breach of any of the obligations set out in Hydro One’s
Code of Business Conduct. A current copy of the code may be reviewed by downloading the electronic
document by following the appropriate link at the following hyperlink:
http://www.HydroOne.com/CodeofConduct
In connection with this Contract, the Contractor covenants and agrees, not to offer or give directly or indirectly 11.3
to any of Hydro One’s employees or representatives, or their immediate family members (including their
common law relationships) known to the Contractor to the best of its knowledge and belief, each of the
foregoing persons an “Insider”, collectively “Insiders”, any of the following: (i) any form of bribe or kickback; (ii)
gifts of cash, gift certificates, services, discounts, or loans; (iii) any gift, entertainment, or similar type of benefit
that does not serve a legitimate business purpose; or (iv) any gift, entertainment, or similar type of benefit that
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may compromise or appear to compromise their ability to make business decisions in the best interest of
Hydro One.
The Contractor further represents, warrants, and covenants that, at the commencement of the Contract, and 11.4
throughout its term, to the best of the Contractor’s knowledge and belief, no Insider has (or will have) an
interest (whether directly or indirectly, or personal, or financial), in the supplies, equipment, Work, or business
to which this Contract relates, or in any portion of the profits thereof, or in any monies to be derived
therefrom (“Insider’s Interest”); however, there is no breach of the foregoing where: (i) at the time of entering
into this Contract, the Contractor has disclosed all relevant facts known to it concerning the Insider’s Interest,
and Hydro One has provided the Contractor with a written determination, made at Hydro One’s sole and
absolute discretion, that the Insider’s Interest: A. does not have potential for real or perceived Conflict of
Interest, or B. has a potential for real or perceived Conflict of Interest but it can be managed in a way that
protects the integrity and reputation of Hydro One, and would withstand the test of reasonable and
independent scrutiny, and a suitable method of monitoring and managing such real or perceived conflict has
been determined and is implemented, or (ii) the Contractor is a publicly-traded company that offers its
registered securities to the general public and the Insiders, collectively, have an insignificant interest in the
stock of that company, not to exceed a total of five per cent of the outstanding stock of the company.
Conflict of Interest and Unfair Advantage 12.
The Contractor represents and warrants that there is no Conflict of Interest between the performance of its 12.1
obligations outlined in the Contract Documents and its performance of work and provision of services and
equipment to other customers, and this warranty shall survive the term of the Contract. During the
performance of this Contract, should any such Conflict of Interest be discovered, the Contractor covenants to
immediately advise Hydro One of same, and Hydro One may, at its discretion, terminate this Contract, or any
part thereof, for cause.
The Contractor further represents, warrants, and covenants that, prior to entering into the Contract, to the 12.2
best of the Contractor’s knowledge and belief, no Unfair Advantage existed. Should Hydro One discover the
Contractor’s failure to have disclosed all material details in connection with any Unfair Advantages at the
procurement stage, Hydro One may, at its discretion, terminate this Contract, or any part thereof, for cause.
Anti-Corruption 13.
The Contractor agrees, during the term of this Contract: (i) to comply with all applicable Anti-Corruption Laws, 13.1
including (but not limited to) when performing any duties under this Contract that require Contractor to deal
with a public official; (ii) to promptly notify Hydro One upon becoming aware of any suspected or actual
violation of Anti-Corruption Laws, by it or its Personnel or Subcontractors; (iii) to promptly notify Hydro One of
any investigation by a public entity, or advance notice of an investigation by a public entity, relating to possible
violation of Anti-Corruption Laws by it, its Personnel or Subcontractors; (iv) not to engage in bribery of public
officials or others in a position of trust or other acts of corruption, not to make payments to government or
private sector employees, as a personal benefit to them, to secure or speed up the performance of a routine
action (such as the issuing of permits) and not to, directly or indirectly, make, promise, authorize or offer
anything of value to a public official on behalf of Hydro One, including but not limited to cash or equivalents,
gifts, prizes or loans.
Technical Specifications, Drawings and Data 14.
Any part of the Work to be performed in accordance with any drawings and data, whether prepared by the 14.1
Contractor or Hydro One, shall not be commenced until such drawings and data have been reviewed and
accepted by the Engineer, unless otherwise authorized by the Engineer. Review or acceptance by the Engineer
of the Contractor's drawings and data shall in no way be construed to imply relief of the Contractor from
responsibility for any errors or omissions contained therein or relief from any of its obligations or liabilities
under the Contract or otherwise.
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The Hydro One's drawings and specifications shall be deemed to be complementary so that if anything is 14.2
shown on the drawing but not mentioned in the specifications, or vice versa, it shall be furnished and built as
though specifically set forth in both. In case of conflict between the Specifications and the drawings, the
Specifications shall govern.
Equipment Owned by Hydro One 15.
Title to equipment authorized by Hydro One for purchase by the Contractor or supplied to the Contractor by 15.1
Hydro One shall be held and remain with Hydro One. Such equipment shall be clearly identified as property of
Hydro One. The Contractor shall be responsible for safeguarding such equipment (including without limitation,
safety of Contractor and others from the equipment) while in its custody or control, maintaining a system of
inventory control acceptable to Hydro One. Hydro One shall have reasonable access to the premises of the
Contractor for the purpose of verifying records and auditing inventories of such equipment.
Hydro One’s equipment shall be used solely in the performance of the Work in a manner authorized by this 15.2
Contract and any use of the equipment for any other purpose or manner is an improper use and is strictly
prohibited. The Contractor acknowledges and agrees that any improper use of Hydro One’s equipment will
constitute a breach of the Contractor’s duty of good faith and loyalty to Hydro One, and a breach of Contract.
Following completion of the Work or early cancellation or termination of this Contract, the Contractor shall, 15.3
unless otherwise directed, make all such equipment immediately available for pickup by Hydro One. The
Contractor shall be liable for the repair or replacement of all equipment owned by Hydro One which becomes
damaged or lost while in the custody or control of the Contractor. The Contractor shall maintain insurance, in
which the Contractor and Hydro One shall be named jointly as insured, covering the full replacement value of
all such equipment against the risk of loss or damage.
Free-Issue Material 16.
Should material be issued to the Contractor by Hydro One, such material shall be used exclusively for 16.1
incorporation into the Work. Title to such material shall remain with Hydro One. Unless otherwise directed by
the Engineer, or delegate, all excess free-issue material shall be returned to Hydro One following completion of
the Work.
The Contractor shall be liable for the repair or replacement of any "free-issue" material which becomes 16.2
damaged or lost while in the custody or control of the Contractor.
Construction Equipment 17.
The Contractor shall provide adequate Construction Equipment as required by the Contract and to perform the 17.1
Work in accordance with the construction schedule. Such Construction Equipment shall be subject to the
approval of the Engineer and shall not be removed from the Project Site prior to the completion of the project
or Work without his/her approval. The Contractor shall regularly inspect the Construction Equipment and
maintain same in good working order. The Contractor will be required to furnish an up-to-date, signed and
completed Hydro One's Equipment Safety Certification form each and every occasion Construction Equipment
is brought on to a Project Site and at intervals as required by the Engineer. Drivers must comply with Ontario
Ministry of Transportation rules. Such safety items as road signs, cone, first aid kits, wheel chalks and rotating
flashing lights are expected to be standard equipment on all mobile Construction Equipment, to be used when
required.
Shipping, Handling and Storage for Contractor’s Property 18.
The Contractor will be solely responsible for the care, custody and control of the Contractor’s property while 18.1
performing the Work at Project Site. Hydro One assumes no responsibility for the Contractor’s property. The
Contractor shall be responsible for all tools or attachments and or equipment used in the Work. Hydro One
shall not be liable for any tools or attachments and or equipment damaged, worn or lost during the term of
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this Contract. In the event of loss or damage to the Work during such period, the Contractor shall make good
the same at its expense or pay all costs incurred by others in making good such loss or damage.
Project Site Physical and Labour Conditions 19.
The Contractor understands and acknowledges that there may be errors and/or omissions in the information, 19.1
representations or estimates by Hydro One or anyone acting on its behalf, whenever or however made,
relative to any site physical condition, the labour conditions affecting the Work, the quantities of Work to be
performed or Work scheduling, and agrees Contractor shall nonetheless perform, and such errors and/or
omissions do not discharge it of, its obligations to perform the Work.
Where the Contractor is employing labour on the Project site or performing trades work under the Contract, it 19.2
agrees to adhere to all articles contained in the applicable collective agreements and associated wage
schedules relating to such work, including as set out in the Labour Requirements identified in the Contract
documents, and as otherwise identified to Contractor. The Contractor undertakes to obtain similar
acknowledgements from each Subcontractor prior to its commencement of Work at each place where the
Work is performed. Assistance regarding the interpretation of the prevailing labour conditions may be
obtained from the Engineer. The Contractor and Subcontractors shall at all times maintain good order and
discipline among their employees and shall not employ on the Work any unfit person or anyone not skilled in
the task assigned to such person.
Living accommodations for the Contractor's Personnel will not be available on the Project Site unless 19.3
specifically provided for in the Procurement Documents.
The Contractor accepts the conditions at the Project Site and the obligation to perform the Work in the 19.4
condition existing at the effective date of this Contract and acknowledges that it has investigated and satisfied
itself to the fullest extent through the exercise of diligence as to:(i) the nature and location of the Work; (ii) the
nature and location of and all conditions relating to the Project Site, including, but not limited to, accessibility,
general character, surface conditions, utilities, services, soil, structures, roads, uncertainties of seasonal
weather and all other physical, topographical and geographical conditions but excluding subsurface (except
where the Contract is for geotechnical, drilling or excavation Work) or other physical conditions, unless
disclosed by Hydro One; (iii) all environmental risks, conditions, laws and restrictions applicable to the
Contractor or the Work that may affect the Work; and (iv) the magnitude of the Work.
The Contractor accepts the obligation to perform the Work and acknowledges that it has investigated and 19.5
accepts: (i) the general character, quality, quantity, accessibility, and availability of equipment, materials,
utilities, services, and accommodations required to execute and complete the Work; and, (ii) all conditions
affecting labour, including, without limitation, availability, productivity, accessibility, labour requirements and
restrictions, collective agreement requirements and restrictions, requirements and restrictions by law, and
administrative practice, including those relating to safety, prevailing at or applicable to the Work.
Publicity/Public Relations 20.
The Contractor and its Subcontractors shall not erect or permit the erection of any sign or advertising on the 20.1
property of Hydro One without the approval of the Engineer.
Publication by the Contractor or its Subcontractors of information in connection with the Contract shall be 20.2
made only with the prior written approval of Hydro One.
In no event shall the Contractor or Contractor Personnel enter upon, or allow its equipment to enter upon, 20.3
private property without first obtaining approval from the respective property owner in writing and available
to Hydro One upon request.
The Contractor and Contractor Personnel shall conduct themselves in a manner conducive to the maintenance 20.4
of good public relations for Hydro One.
WNIDCL_PR_010(H1) Attachment A 13 of 29
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If during the performance of the Work the Contractor or Contractor Personnel receive complaints or enquiries 20.5
to which the Contractor or Contractor Personnel are not qualified to respond; the name of the complainant or
the person making the enquiry shall be recorded along with his or her name, address and telephone number.
The Contractor shall make a written report of the incident to the Engineer.
Access to the Project Site will be on approved access routes as determined by Hydro One. Location of the 20.6
access routes are more specifically outlined in the Procurement Documents and will be more fully described at
the site meeting. The Contractor shall be liable for any and all damages and or injuries incurred should the
Contractor deviate from such approved access routes.
Project Site Performance/Other Contractors 21.
The Contractor shall adhere strictly to the schedules specified in the Contract and shall plan the Work so that 21.1
labour and materials are available at the Project Site in order to permit the Work to progress in an orderly
manner. The Contractor shall coordinate its Work with other contractors as may be required and ensure that
Work will not disrupt normal work at the Project Site.
Hydro One's construction manager is responsible for the general progress, scheduling, coordinating, and 21.2
administration of the Work of all contractors on the Project Site. The Contractor shall coordinate its Work with
that of other contractors and make such connections as are specified or shown in the Contract documents.
The Contractor shall immediately notify the Engineer of any apparent deficiencies in other contractors' work 21.3
that could affect the Work under the Contract. Such notification shall be communicated immediately and
confirmed in writing. Failure by the Contractor to so immediately report such deficiencies will invalidate any
claims against Hydro One arising therefrom.
The Engineer shall be the interpreter of the Contract and the judge of its performance. The Contractor shall act 21.4
promptly in accordance with the Engineer's decision regarding same.
Insofar as is consistent with the nature of the Work, the results to be attained and the Contract schedules, the 21.5
order and methods of performance of the Work will be left to the discretion of the Contractor and are the
responsibility of the Contractor.
However, the Engineer will have the right, but not the obligation, to control the order and methods of 21.6
performance of the Work at the Project Site. Should the Engineer be of the opinion, and so inform the
Contractor in writing, that the amount of labour, material, equipment or other items dedicated to the Work is
insufficient, or that the methods employed are not such as will ensure the completion of the Work on
schedule, then the Contractor shall, forthwith, increase the amount of labour, material, equipment or other
items, as the case may be, or shall adopt other methods and practices, all to the satisfaction of the Engineer
and at no extra cost to Hydro One. Notwithstanding the preceding, the Contractor remains ultimately
responsible for the performance of the Work and the results obtained.
The Contractor shall not perform any blasting work unless expressly permitted to do so in the Procurement 21.7
Documents, and any such blasting work will be limited to the express permission so provided.
Health & Safety, Laws, Regulations and Codes 22.
The Contractor shall obtain and maintain all permits, certificates, licences, registrations and authorizations 22.1
required for the lawful performance of the Work.
The Contractor shall be the “constructor”, as that term is defined in the OHSA, for the Work, unless expressly 22.2
stated in the Procurement Documents that Hydro One or another entity is the “constructor”. As the
constructor, the Contractor shall fulfil all of its obligations under the OHSA and applicable regulations
thereunder, including, without limitation, the filing of applicable notifications.
The Contractor and each Subcontractor shall comply, while working on the Project Site and in relation to the 22.3
Work, at its expense, with all federal, provincial and municipal statutes, laws, regulations, bylaws, codes, and
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orders of governmental agencies, as well as Hydro One's safety requirements pertaining to the Work. The
Contractor will provide upon arrival to the Project Site all documentation required by the Ontario Ministry of
Labour, including a completed Ministry of Labour Form 1000. The Contractor shall be liable for and indemnify
Hydro One for all damages, costs and expenses incurred as a result any breach of any applicable federal,
provincial and municipal statutes, laws, regulations, bylaws, codes, and orders of governmental agencies,
including any fines or penalties issued related thereto.
Without limiting the generality of the foregoing, the Contractor shall comply with all regulations made under 22.4
the OHSA and the Workplace Hazardous Materials Information System (“WHMIS”), those relating to safety,
those designed to reduce fire hazards and all regulations made under the OHSA.
The Contractor will meet the First Aid requirements of the Workplace Safety and Insurance Board as specified 22.5
in Regulation 1101.
The Contractor and each Subcontractor and their respective Contractor Personnel shall participate, at its 22.6
expense, in any safety orientation and electrical awareness training, pre-job safety meetings and any accident
prevention program that may be established by Hydro One for Work on the Project Site prior to the Work. The
Contractor will also ensure participation by all site Contractor Personnel in regular safety meetings, and where
Hydro One is the "constructor" as defined in the OHSA, shall cooperate with Hydro One in the discharge of its
responsibilities as such. The Contractor will ensure all Contractor Personnel provide documentation that such
Contractor Personnel have completed required training upon arrival at the Project Site. Information concerning
Hydro One's on-the-job safety requirements and program may be obtained from Hydro One's Project Site
office or head office. Each Field Supervisor shall be responsible for the safety of all persons supervised.
The Contractor and each Subcontractor shall ensure, at no additional cost to Hydro One, that its workers are 22.7
trained and equipped with all safeguards and personal protective equipment (“PPE”) necessary for the
performance of the Work. Safety helmets, safety footwear and safety glasses conforming to the CSA standard
selected by Hydro One must be worn by all Contractor Personnel while on Project Site and/or any Hydro One
sites (including construction sites).
As a minimum, the following PPE shall be worn by all individuals and requirements be met at all times while on 22.8
the Project Site and/or any Hydro One sites (including construction sites): (i) Head protection (CSA Z94.1) Class
E (Type 1 or 2) (ii) Foot protection (CSA Z195) Green triangle and Omega symbol (class 1 toe protection and
electrically resistant); (iii) Eye/Face Protection (CSA Z94.3) High velocity impact with side shields and no metal
frames; (iv) Arc Flash/Flame Resistant Clothing (Certified to ASTM 1506 (Standard Performance Specification
for Flame Resistant Textile Materials for Wearing Apparel for Use by Electrical Workers Exposed to Momentary
Electric Arc and Related Thermal Hazards), Must have a minimum ATPV rating of 8 cal/cm2. Clothing can
incorporate the high visibility requirements below. All clothing shall provide full body coverage (from wrists to
ankles i.e., full length pants and long sleeved shirts); and,(v) High visibility clothing must meet O.Reg 213/91
sec. 69.1(1-4) sec. 106(1.1-1.4 for daytime and nighttime visibility). If certified to CSA Z96 garment must be
certified to Class 2 Level 2. Vests shall be arc flash/flame resistant(vi) in the event flame and fire resistant (FR)
coveralls are not the colors stated in O.Reg 213/91 sec. 69.1, the Contractor Personnel must wear a FR vest
that meets the requirements (vest must be blaze orange in colour);(vii) Grounding studs are required on all
transport work equipment.
The Contractor shall comply with any additional requirements stipulated in the Contract documents or as 22.9
directed by the Engineer or Hydro One’s representative specific to the Project Site and/or the Work.
Metal measuring tapes, metal ladders or ladders longitudinally reinforced with wire or other metallic means 22.10
shall not be used on the Project Site unless approved in writing by the Engineer.
Hydro One considers that anyone who is within two (2) meters of an unprotected edge which is over three (3) 22.11
meters high is in danger of falling and consequently shall be protected by an approved "fall prevention system"
consisting of either an anchored life line and body harness, or by erecting or suspending scaffolding alongside
building where roofing Work is being performed. Scaffolds shall have a minimum height equal to that of the
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roof less one (1) meter and have fully planked top platform with approved handrails.
The Contractor is responsible for providing fall protection for Contractor Personnel working at three (3) meters 22.12
above grade. The fall protection system must conform to the Construction Regulations of OHSA. Fall arrest and
fall protection systems must be approved by a professional engineer certified by Ontario’s Professional
Engineers’ Association. If a fall arrest or a travel restrict system is installed by the Contractor, the Contractor
shall within 1 week of the award produce drawings detailing the type and the method of attachment to the
structure. These drawings must be stamped by a professional engineer certified by Ontario’s Professional
Engineers’ Association.
The fall protection system must be installed before any other Work can begin. The Contractor shall ensure that 22.13
all workers that are working at heights successfully complete an approved working at heights training program
delivered by an approved training contractor that conforms with the Occupational Health and Safety
Awareness and Training Regulation of the OHSA before such workers perform any Work at heights.
Contractor is responsible to perform an equipment safety certification and provide an Equipment Safety 22.14
Certificate each time and for each piece of Equipment delivered to a Project Site.
The Contractor shall be responsible for the compliance with all the provisions of this Section 22 by its 22.15
Subcontractors. Any Contractor Personnel that arrive requesting access to a Project Site without the required
PPE or training will be required to immediately leave the Project Site and the Contractor shall be responsible
for all costs and expenses associated with any delay, including providing suitable replacement Contractor
Personnel. Any failure of the Contractor to comply with the provisions of this Section 22 or any instructions,
written or otherwise, issued by Hydro One hereunder, may result in immediate suspension of the Work, or any
portion thereof, or termination under the "Default by Contractor" provisions of the Contract. Any suspension
or stop work order directed or issued by any official of the Construction Health and Safety Branch, Ontario
Ministry of Labour, or Hydro One shall not be grounds for any extension to the schedule or any claims for delay
resulting therefrom. A copy of any "Order to Comply", or stop work order, or like notices pertaining to the
Work issued by the Construction Health and Safety Branch, or other competent authority, shall be forwarded
without delay to the Engineer. Work shall not recommence following the issue of stop work order without the
written approval of the Engineer.
Health and Safety Incident Reporting 23.
The Contractor shall notify Hydro One of any event, incident, or injury that results in or has the potential to 23.1
result in:
(i) any notice to be provided to a governmental authority under the OHSA or WSIB;
(ii) any reporting to be provided to a governmental authority with respect to the environment;
(iii) any tickets, orders or charges by the Ontario Ministry of Labour or Ministry of Environment;
(iv) any Work stoppage or Work refusal.
The Contractor shall immediately verbally notify Hydro One of any events, incidents or injuries that involve a 23.2
critical injury or result in a fatality. All other incidents identified in 36 (a) require the Contractor to verbally
notify Hydro One within twenty-four (24) hours after the occurrence of the event, incident or injury. All verbal
notifications shall be followed up by a formal written report to Hydro One within forty-eight (48) hours after
the event, incident or injury.
The verbal and written reports to Hydro One shall include at minimum the following information: 23.3
(i) If an event or incident with injury - the name of injured person, trade or normal occupation, company, injury
type and part of body;
(ii) Where the event, incident or injury occurred and date and approximate time of occurrence;
(iii) Brief description of what happened, the work being performed at the time of the event, incident, or injury,
the events leading up to the incident and any details related to size, weight and type of materials and/ or
equipment involved;
(iv) Apparent cause of the event, incident or injury and corrective actions taken; and
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(v) Contractor contact for further information regarding the event, incident or injury.
The Contractor and each Subcontractor shall provide Hydro One with a copy of all notices, reports and 23.4
documents which it is required to submit in accordance with the OHSA, WSIB and the EPA in respect of any
event, incident or injury.
The Contractor shall be responsible for compliance with the provisions of this Section 23 by all its personnel 23.5
and Subcontractors.
Failure to comply with any of the requirements under this Section 23 may result in the suspension of Work 23.6
which suspension may last until Hydro One confirms the Contractor’s compliance, or may result in termination
for cause. Any such action shall not be grounds for an extension to the Contract time or an increase in the
Contract Price.
Project Site Tidiness, Environmental Control; Spills 24.
The Contractor shall confine its materials and Construction Equipment to the site location designated from 24.1
time to time by Hydro One's construction manager. Temporary structures of the Contractor and its
Subcontractors shall not interfere with the work of other contractors or of Hydro One, and shall be removed as
soon as no longer needed. Rubbish shall be kept to a minimum and cleared away daily. After completion of the
Work, the Contractor shall be responsible for tidying its work site and yard, if any, and for removing all
Construction Equipment, its material and temporary structures and restoring its work site and its yard to a
condition which is acceptable to Hydro One's construction manager. The Contractor shall be responsible for
the safe disposal of all debris from the job site and shall notify Hydro One in writing as to where the debris is
disposed.
The Contractor and each Subcontractor, while performing the Work on the Project Site, shall comply with 24.2
relevant statutes, regulations, bylaws and directives of competent authorities having jurisdiction in matters of
ecological protection and environmental control of soil, water and air. Without limiting the generality of the
foregoing, the following legislation is called to the Contractor's attention: the Environmental Protection Act,
R.S.O. 1990, C. E.19 the Ontario Water Resources Act, R.S.O. 1990, c. O.40 and the Pesticides Act, R.S.O. 1990,
c. P.11. The discarding of waste and the dumping of pollutants at the Project Site shall be prohibited.
The Environment Protection Act requires spill incidents involving fuels, oil, hydraulic fluid, herbicides and other 24.3
pollutants to be reported forthwith to the Ministry of the Environment and to the local municipality where the
spill occurred.
The Contractor shall perform all acts required of the owner or controller of any spilled materials and comply 24.4
with all pertinent legislation. Incidents of spills shall be reported immediately to the appropriate authorities in
accordance with the legislation. Hydro One's authorized representative shall also be notified of all spills and of
any proposed removal or disposal of any polluted, contaminated or hazardous materials or waste.
The Contractor shall be responsible for cleanup of its spills and of any waste, hazardous materials and 24.5
pollutants and will be liable for any resulting property damage, and will indemnify Hydro One for any costs
incurred by Hydro One for containment and cleanup of the waste, hazardous materials, spilled material and
pollutants, and any costs, liability or penalties incurred by Hydro One due to the Contractor's failure to comply
with relevant legislation.
Hazardous Materials 25.
The Contractor, and each Subcontractor, when shipping to, or planning to use at, any Project Site, any product 25.1
which is categorized as a hazardous material (i.e., compressed gas, flammable or combustible material,
oxidizing material, poisonous and infectious material, corrosive material or dangerously reactive material),
shall conform with relevant federal and provincial legislation and regulations pertaining to such materials. The
Workplace Hazardous Material Information System (WHMIS) shall apply and all such materials shall be
properly identified with WHMIS type warning labels. All shipments of such material to the Project Site shall
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include a Material Safety Data Sheet (MSDS). The Contractor shall provide Hydro One’s representative with
updated MSDS for products supplied to Hydro One whenever MSDS data changes. The Contractor is prohibited
from supplying Sulphur Hexafluoride (SF6) or bringing Sulphur Hexafluoride (SF6) gas to the Project Site
without Hydro One’s prior written consent.
Changes in the Work 26.
Hydro One may, without invalidating the Contract, direct the Contractor to make changes in the Work. When a 26.1
change causes an increase or decrease in the Work, the Contract Price shall be increased or decreased by the
application of unit prices to the quantum of such increase or decrease or, in the absence of applicable unit
prices, by an amount to be agreed upon between the Contractor and the Engineer.
If, during the course of completing the Work, and in the opinion of the Contractor, work is required that is in 26.2
excess of that contracted, it shall be brought to the attention of Hydro One. Evidence of prior authorization
must accompany the invoice, which shall include the unit prices.
No change involving any major Subcontractor will be made without adequate cause and without Hydro One’s 26.3
prior written approval.
No claim for delay and no extension of time on account of delay shall be made by the Contractor unless notice 26.4
of claim with a Change Request is given to Hydro One not later than 3 work days after the commencement of
delay, provided however, that in the case of a continuing cause of delay only one notice of claim shall be
necessary. Notwithstanding anything else, no claim for delay or extension of time, whether reasonable or not,
may be made by the Contractor unless notice of claim with a Change Request is made within 3 work days after
the commencement of delay, with sufficient details of the alleged delay and reasonable costs incurred to date
and the reasonable costs that may be incurred if such delay were to continue.
Any changes in the Work, the Contract Price, or the time to perform the Work must be documented by a 26.5
Change Order or Instruction Notice.
Inspection 27.
Hydro One shall have the right at any time, and from time to time, to inspect the Work performed by the 27.1
Contractor and may reject any part thereof, which is found not in accordance with the Contract. Any of the
Work so rejected shall forthwith be re-executed or corrected by the Contractor at its sole expense and in a
manner prescribed by the Contract; however, if in the opinion of Hydro One it’s not feasible to re-execute or
correct the rejected Work at the present time, Hydro One shall be bound to pay to the Contractor only such
sums of money which, in the opinion of Hydro One, represents the value of the Work to Hydro One.
Acceptance 28.
The decision of Hydro One as to compliance of Work with the Contract and as to the amount of such sum shall 28.1
be final. The date of acceptance will be upon completion satisfactory to Hydro One of each portion of the
Work.
Intellectual Property 29.
Both parties retain all rights to all proprietary interests, including knowledge, experience, know-how, software, 29.1
materials, technology, documents, data, modules, components, designs, utilities, subsets, objects, program
listings, tools, models, methodologies, programs, systems, analysis frameworks, leading practices, and
specifications brought to the Work and used therein, or independently developed by such party (collectively
“Pre-Existing IP”). The Contractor shall not knowingly incorporate into the Work any data, software or
hardware the use of which by Hydro One violates the proprietary rights of third parties.
All right, title, and beneficial ownership interests to all intellectual property, including without limitation, 29.2
products, methods, processes, inventions, ideas, discoveries (patented or otherwise), copyright, of any form,
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software, data (hard copies and machine readable) that are conceived, designed, written, produced, developed
or reduced to practice in the course of the Work (excluding Pre-Existing IP) shall irrevocably vest in and remain
with Hydro One. Contractor shall not do any act which may compromise or diminish Hydro One's interests as
aforesaid.
Unless otherwise expressly set out in a Contract Document to the contrary, the Contractor grants to Hydro One 29.3
a non-exclusive, paid-up, irrevocable, perpetual license to use, copy and modify for use in conjunction with its
utilization of the Work any Contractor Pre-Existing IP incorporated into the Work by the Contractor hereunder
and to sublicense such rights to its Affiliates, respective contractors and vendors. Furthermore, unless
otherwise set out in a Contract Document, to the extent that the Contractor incorporates any third party
intellectual property into the Work, the Contractor shall ensure that such third party grants or shall have
granted to the Contractor a non-exclusive, paid-up, irrevocable, perpetual license to use, copy and modify such
third party’s intellectual property as incorporated into the Work by the Contractor hereunder and to sublicense
such rights to Hydro One, its Affiliates, respective contractors and vendors. Unless otherwise agreed in writing
by Hydro One, the Contractor will pay all royalties, licence fees and other monetary amounts required in
respect of Intellectual Property Rights associated with the Work. Contractor shall identify such Contractor Pre-
Existing IP and third party intellectual property incorporated into such Work for acceptance by Hydro One.
Confidentiality and Privacy 30.
The Receiving Party shall not permit disclosure or use of any Confidential Information except as expressly 30.1
permitted by this Contract or as otherwise agreed in writing by the Disclosing Party. The Receiving Party shall
only disclose Confidential Information to those of its personnel who have a need to know such Confidential
Information and who have signed a written confidentiality agreement or have agreed in writing to
confidentiality obligations with terms to maintain the confidentiality of Confidential Information no less strict
than the terms hereof. Contractor and its Personnel shall only use and be permitted to use Confidential
Information to the extent required to perform its obligations under the Contract, provide and produce the
Work under this Contract, and for no other purpose. The Receiving Party shall be responsible and liable for any
Confidential Information received by any of its employees, subcontractors, advisors, Affiliates and agents. At
the expiry or termination of this Contract, or at any time at the Disclosing Party’s request, the Receiving Party
will return or destroy all Confidential Information in the possession of Receiving Party (except that, as long as
such Confidential Information is held according to the provisions of this Contract, each party may retain copies
of the other party’s Confidential Information to the extent necessary for its backup, archival, record keeping
and legal record retention purposes). This confidentiality provision shall survive termination and expiry of this
Contract. Confidential Information shall not include any information that (1) is at the time of disclosure, or
thereafter becomes, through a source other than the Receiving Party, publicly known, (2) is subsequently
learned from a third party that does not impose an obligation of confidentiality on the Receiving Party, (3) was
known to the Receiving Party at the time of disclosure, or (4) is developed independently by the Receiving
Party.
Except as required by law, the Contractor shall not make any public statements, announcements, press 30.2
releases or submissions concerning this Contract or the Work without the express written consent of Hydro
One. The Contractor agrees not to use Hydro One's or any of its Affiliate(s)' name, trade-mark or logo in any
way in any of its advertising or other written material provided to third parties, and agrees that it shall not
create a link, either directly or indirectly between the Contractor’s web site and Hydro One's or Affiliates' web
sites, without the prior written consent of Hydro One. Either party may take such actions as it deems necessary
to prevent such disclosure if in its sole opinion such disclosure is not mandatory.
Contractor acknowledges that to the extent it collects, uses or discloses personal information, meaning 30.3
information about an identifiable individual that is recorded in any form ("Personal Information"), it is obliged
to comply with the Personal Information Protection and Electronic Documents Act (Canada), as amended,
and/or provincial legislation that addresses the protection of Personal Information ("Privacy Laws").
Contractor shall, prior to collecting, transferring or causing to be transferred, processing or disclosing Personal
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Information, obtain and retain required consents of the relevant individuals to the collection, use and
disclosure of their Personal Information, or shall have determined that such consents either have previously
been given upon which the parties can rely or are not required under Privacy Laws. Without limiting the
forgoing, Contractor acknowledges and agrees:
(a) to collect, use, process and disclose such Personal Information only to the extent necessary to provide the
Work required under this Contract (and not to use it for any other purpose except with the consent of the
affected Individual as well as approval of Hydro One) or to comply with legal and regulatory requirements;
(b) in performing the Work, it shall comply with the provisions of Hydro One’s privacy policy;
(c) hold such Personal Information as Confidential Information in accordance with this Contract;
(d) securely destroy such Personal Information promptly when such Personal Information is no longer required
and
(e) assist Hydro One in responding to queries or complaints regarding Personal Information and Privacy Laws as
it pertains to the Work.
Risk of Loss 31.
31.1 The Work shall remain at the sole risk of the Contractor up to and including Takeover day.
Surety Bonds – Performance, Labour and Material Payment; Other Security 32.
At Hydro One’s request, at any time, and from time to time, the Contractor may be required to furnish one or 32.1
more surety bonds (being a performance bond(s) and/or a labour and material payment bond) in a form
satisfactory to Hydro One and in an amount up to 100 percent of the Contract Price. The surety shall be
acceptable to Hydro One and licensed to issue such surety bonds in the Province of Ontario. The surety bonds
shall be in accordance with the latest edition of the Canadian Construction Documents Committee (“CCDC”)
approved bond forms, unless Hydro One specifies otherwise in the Contract Documents. The Contractor shall
maintain the surety bonds in good standing until the fulfillment of its obligations under the Contract.
At Hydro One’s request, at any time, and from time to time, the Contractor may be required to furnish other 32.2
security for Contract performance, at Contractor’s sole cost, in a form and amount satisfactory to Hydro One,
such as a guarantee by a parent or affiliated company (if applicable), a bank letter of credit, bank guarantee, a
monetary deposit, or personal property security documentation.
Failure to Furnish Surety Bonds or Other Security - Failure to furnish the surety bonds or other security, within 32.3
two weeks from the date of request, made at any time, therefor by Hydro One, shall entitle Hydro One to
terminate the Contract for cause.
Pricing and Quotes 33.
Hydro One will issue Purchase Orders in respect of the Work. Hydro One shall pay the Contractor for the Work 33.1
subject to the terms set out in the Contract Documents. Where Hydro One issues a Purchase Order or Ticket
without a Quote, Contractor shall invoice for the Work on the Purchase Order or Ticket based on the pricing
contained in the Contract Documents.
Where Contractor provides a Quote, such Quotes are to remain valid for a period of ninety (90) days from 33.2
issuance. Rates set out in Quotes to Hydro One for Work are not to exceed the rates in the pricing contained in
the Contract Documents. Where a Purchase Order or Ticket is issued based on a Quote, Contractor is not
permitted to bill in excess of ten (10%) percent of the Quote unless expressly agreed in writing by Hydro One.
Where the Work is to be performed on a time and materials basis, Contractor will bill Hydro One in arrears 33.3
only for actual time worked broken out by each item or Contractor Personnel, as applicable at the rates set out
in the Contract Documents. Upon Hydro One’s request, the Contractor Personnel will submit timesheets to
Hydro One for hours of Work actually performed for approval by Hydro One.
Where the Work described under in the Contract Documents includes a payments schedule based on tasks or 33.4
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milestones, Hydro One is not required to pay until, and Contractor will bill Hydro One only, after the task or
milestone has been reached or delivered and has been accepted by Hydro One as set out in the Contract
Documents.
For all other arrangements, unless otherwise set out in the Contract Documents, Contractor will bill only after 33.5
completion, delivery and acceptance by Hydro One of the Work.
Unless otherwise set out in the Contract Documents, the Contractor shall not be permitted to bill any overtime 33.6
rates unless expressly approved in writing by Hydro One. Any compensation for overtime is subject to the
requirements of the Work and Work location, collective agreements and Labour Requirements.
The Contractor will bill Hydro One in arrears for pre-approved expenses on a monthly basis, unless otherwise 33.7
set out in the Contract Documents.
The Contract Price is deemed to include all activities required to provide the Work and all other charges of 33.8
every kind respecting the Work except for GST/HST. The Contractor’s prices and/or rates shall be deemed to
compensate the Contractor for all corporate, executive, and management expenses, general administration
expenses, including the services of a project administrator (unless otherwise expressly specified in writing and
referenced in the Contract Documents), accounting, employee relations, clerical staff, secretarial support,
normal stationery and office supplies, local telephone, rent, utilities, taxes, and depreciation. The Contractor
Personnel designated as manager or above, including project manager or similar title or function, shall not be
charged to the Work unless so indicated in the Contract Documents, and they are engaged in making a
substantial direct technical contribution to the Work. Any effort which contemplates such charges shall require
Hydro One's prior written authorization. The Contract Price will not be subject to adjustments for changes in
any cost of the Work to the Contractor.
All amounts will be billed and paid in Canadian dollars, unless otherwise set out in the Contract Documents. All 33.9
prices and/or rates as billed are to include all applicable taxes (except for GST/HST), premiums, levies, duties,
and other charges of every kind attributable to the Work, whether or not they are statutory or otherwise,
including, without limitation, in relation to the following: insurance; Workplace Safety and Insurance Board
(WSIB) or those of a similar body; payroll; health plan; dental plan; drug plan; employment insurance; vacation
pay; sick time; bonus pay; Canada Pension Plan; any other pension plan; and, tax equalizations.
Unless the parties otherwise agree in writing in the Contract Documents, the Contractor shall be solely 33.10
responsible for the payment of all expenses incurred by the Contractor and the Personnel in the performance
of any Work, including, without restriction, office, tools, materials, equipment and travel expenses.
If Hydro One agrees in the Contract Documents to reimburse the Contractor for expenses incurred under the 33.11
Contract, then, unless otherwise agreed, such reimbursement shall be subject to Hydro One’s written approval
of such expenses before they are incurred and only if such expenses are necessary and reasonable, and were
directly and properly incurred for the delivery of the Work and such expenses will be reimbursed at cost
(“Expenses”). Unless expressly set out in the Contract Documents, or agreed by Hydro One in writing, under no
circumstances will any costs be recoverable by the Contractor from Hydro One, either directly or indirectly, for
any hospitality or incidental expenses, expenses for food or beverages consumed by Contractor Personnel, or
anyone acting on behalf of Contractor, including but not limited to expense in respect of: meals, snacks and
beverages; gratuities; laundry, dry cleaning and valet services; dependent care; or personal telephone calls.
Furthermore, unless otherwise set out in the Contract Documents, Hydro One may require delivery of a receipt
for such Expenses to Hydro One at the time of the request for reimbursement.
Unless otherwise set out in the Contract Documents, reimbursable travel-related expenses and other expenses 33.12
shall also be subject to Hydro One’s travel and expense guidelines in effect from time-to-time and any
expenses incurred that are not in accordance with the Hydro One travel and expense guideline will not be
reimbursed.
In the event that a volume discount agreement is in effect between Hydro One and Contractor during the term 33.13
of this Contract, then such volume discount agreement shall apply to all billing under this Contract, and this
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Contract is an “Other Agreement” as that term may be defined in such volume discount agreement.
Where third party contractors or agents procure Work or purchase equipment on behalf of Hydro One, the 33.14
Contractor agrees to extend pricing agreed to between Hydro One and the Contractor to such Work and
purchases made by such third party contractors or agents on behalf of Hydro One.
Invoices 34.
The Contractor shall submit invoices to Hydro One for payment of fees and Expenses (if applicable) monthly 34.1
unless otherwise set forth in the Contract Documents. Unless expressly stated otherwise in the Contract
Documents, invoices shall only request payment of fees for Work actually performed and accepted by Hydro
One, and Expenses actually incurred up to the date of the production of the invoice.
Each invoice shall be in such detail and format as specified by Hydro One and as a minimum, include: Hydro 34.2
One’s purchase order number and purchase order release number, Purchase Order Release line number(s),
Work Ticket number, Service master number and/or material master number if provided, invoice number and
date, the Contractor business name, address, invoice contact name and invoice contact phone number,
Contractor Personnel’s name, location of the Work and a short description of the Work the charges relate to,
quantity, part or reference numbers, description of suppliers, time worked (eg. number of hours or days), rate,
invoice payment amount, currency (if not Canadian dollars), terms of payment as per this Contract, remittance
address, applicable tax treatment, GST/HST amount, and Contractor’s GST/HST number. Invoices must match
the purchase order and purchase order release in price and quantity. A copy of each invoice must also be sent
to Hydro One’s representative who requested the Work. Contractor must not include fees and charges from
more than one purchase order or purchase order release on an invoice.
The GST/HST, and other provincial or state sales tax, if applicable, together with the registration number for 34.3
same, shall be shown separately on all invoices. The Contractor shall advise Hydro One whether it has
registered for GST/HST and provide such number upon request. The Contractor shall deduct all recoverable
GST/HST paid from reimbursable expenses before adding GST/HST to amounts to be invoiced to Hydro One. If
the Contractor incorrectly charges GST/HST or other tax to Hydro One, Hydro One shall not reimburse the
Contractor for interest or penalties arising from the incorrect application of such tax.
Hydro One has implemented an on-line portal powered by Taulia (“Taulia Portal”) for submitting invoices and 34.4
enabling dynamic discounted payment and Hydro One expects Contractor to adopt and use the Taulia Portal
for determining purchase order status, invoice submission, invoice status and questions related to purchase
orders, invoices, and payment details. Hydro One will make available information about the Taulia Portal and
for Contractor’s enrolment on the Taulia Portal upon Contractor’s request. If Contractor is already enrolled on
the Taulia Portal, then Contractor will submit all invoices in respect of the Contract through the Taulia Portal.
In the event that the Taulia Portal cannot be used, all original invoices must be submitted to: Hydro One 34.5
Networks Inc., P.O. Box 4500, Concord, Ontario, L4K 5E2, Attention: Accounts Payable. Payment will be made
from an original invoice only and fax copies will not be processed.
Subject to applicable legislation, the Contract, as well as whether Contractor chooses dynamic discounted 34.6
payment terms made available on the Taulia Portal, undisputed invoices will be paid within forty-five (45) days
after receipt, for ninety percent (90%) of all labour and materials incorporated into the Work as invoiced.
Subject to applicable legislation and the Contract, any unpaid balance will be paid 60 days after receipt of
invoice, submitted after Takeover day.
Hydro One is entitled to review invoices. Hydro One is not required to pay any invoice unless such invoice is 34.7
accurate, correctly submitted, not disputed and includes the required information. In the event Hydro One, in
good faith, disputes the accuracy or applicability of any fee, charge, amount, credit or other financial
arrangement described in an invoice, Hydro One shall notify Contractor of such dispute in writing with a
reasonably detailed explanation of the basis of the dispute as soon as practicable after the alleged discrepancy
has been discovered. Hydro One is under no obligation to pay any part of the invoice until the resolution of the
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dispute. Hydro One and Contractor will work in good faith to resolve such dispute expeditiously. If at any time
during the performance of the Work there are deficiencies in the Work, including non-delivery of an acceptable
final report, Hydro One shall have the right to withhold payment of any invoice for such deficiencies. Any
payment withheld will be paid after Hydro One's approval of the correction of deficiencies.
All payments are conditional, however, on the Contractor fulfilling its obligations and making satisfactory 34.8
progress in the Work before the date payment is made. Hydro One will determine whether or not such
obligations have been fulfilled and progress is satisfactory.
When the Work is substantially performed, the Contractor shall prepare and submit, for Hydro One’s review 34.9
and approval, a certificate of Substantial Performance of the Work.
Upon acceptance by Hydro One of the certificate of Substantial Performance of the Work, the Contractor shall 34.10
then submit an application for payment of the holdback amount, as well as a sworn statement that all accounts
for the labour, subcontracts, products, construction, machinery and equipment, and other indebtedness which
may have been incurred by the Contractor in the Substantial Performance of the Work and for which Hydro
One might in any way be held responsible have been paid in full, except for amounts properly retained as a
holdback or those amounts not yet paid by Hydro One to the Contractor which payment may be in dispute.
Acceptance by the Contractor of the final payment shall constitute a waiver of all claims by the Contractor 34.11
against Hydro One except those previously made in writing in accordance with the Contract and still unsettled.
Payments to the Contractor, including final payment, shall not relieve the Contractor from any of its obligations 34.12
or liabilities under the Contract or otherwise.
The terms of payment do not provide for early release of holdback permitted by the Construction Lien Act, 34.13
R.S.O. 1990, c. C.30, as amended.
For the use of Subcontractors and others that may register construction liens, the Contractor shall include in all 34.14
subcontracts Hydro One's complete address.
Unpaid Accounts 35.
The Contractor shall indemnify and hold harmless Hydro One from all claims arising out of unpaid accounts 35.1
relating to the Work. The Engineer shall have the right, at any time, to require satisfactory evidence that the
portions of the Work in respect of which any payment has been made or is to be made by Hydro One is free of
construction or other liens, attachments, security interests or other encumbrances and that all claims and
demands arising out of the Work have been paid. If such evidence is not submitted to the Engineer upon
request therefor, Hydro One shall have the right to withhold payments due under the Contract until such
submission. Before making final payment, the Engineer may require evidence that all charges and assessments
under the WSIA have been fully paid.
Accounts, Records and Right to Audit 36.
The Contractor shall: 36.1
(i) keep and maintain, in accordance with generally-accepted accounting principles (“GAAP”), complete and
accurate books, records, and accounts of all costs and expenditures relating to the provision of the Work
including invoices, receipts, time sheets and vouchers;
(ii) within five (5) Business Days of receiving a request of Hydro One, during the period set out in (iii) below,
make available to Hydro One or its representatives for examination, reproduction, audit, review or any other
reasonable purpose every such book, record, invoice, receipt, time sheet and voucher, account and any
writings in support thereof during regular business hours; and
(iii) ensure that the books, records and accounts described in this Section are not destroyed without Hydro
One’s prior written authorization for a period of six (6) years following the expiry or earlier termination of
this Contract.
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Suspension of Work 37.
Hydro One shall have the right, which may be exercised from time to time without invalidating this Contract to 37.1
delay the start date or suspend performance by the Contractor or any Contractor Personnel of any part or the
whole of the Work for such reasonable period of time as Hydro One may notify the Contractor.
The resumption and completion of the Work after the suspension shall be as established by the parties having 37.2
regard to the duration of such delay or suspension, and the nature of the Work.
Term and Termination 38.
The Contract commences on the date set out in the Contract Documents and for such term if so set out in the 38.1
Contract Documents and unless otherwise terminated as set out in the Contract Documents, in any event
continues until all Work is performed, completed, delivered and accepted, subject to the terms and obligations
in the Contract Documents that survive termination of the Contract.
Hydro One may terminate this Contract in whole or in part, for convenience at any time on prior written 38.2
notice. Unless otherwise agreed in writing in a Contract Document, upon termination for convenience by
Hydro One, Hydro One shall be obligated to pay the Contractor only for Work effort reasonably expended and
pre-authorized expenses incurred prior to the notice and the lesser of the following:
(i) 10% of the price of the uncompleted or unperformed portion of the Work; or
(ii) reasonable, necessary, unavoidable, and unrecoverable direct costs incurred by Contractor by reason of any
undertakings or commitments by Contractor prior to the time of cancellation. Such reasonable, necessary,
unavoidable, and unrecoverable direct `costs are to be supported by audit, if required by Hydro One,
performed by auditors acceptable to Hydro One. The above obligation to pay shall not apply where Hydro
One terminates for breach by the Contractor. Contractor shall make all reasonable efforts to mitigate all such
costs and expenses. The Contractor shall not make any forward commitment after receipt of the notice of
termination. Hydro One shall not be liable for loss of anticipated profit on the terminated portions of the
Work, or for any incidental, indirect or consequential damage. The remedies in this Section shall be the
Contractor’s sole and exclusive remedies for any termination for convenience by Hydro One of this Contract.
Notwithstanding termination or expiry, this Contract shall continue to remain in effect with respect to any
Contract Document that remains in effect, has not expired or has not been terminated.
Hydro One may terminate this Contract, in whole or in part for breach, or in the event of Contractor’s 38.3
bankruptcy, insolvency, winding up or similar proceedings, immediately upon giving to the Contractor written
notice specifying the breach (except in the case of the Contractor’s bankruptcy, insolvency, winding up or
similar proceedings, no written notice will be required to be given by Hydro One). If, in the notice of breach,
Hydro One provides a notice period allowing Contractor to remedy such breach, and such breach is not cured
(or bankruptcy, insolvency, winding up or similar proceedings are not dismissed) by the Contractor within such
period, termination shall take effect upon the expiry of such notice period unless otherwise mutually agreed in
writing by the parties. In the event of breach, Hydro One is entitled to:
(i) take possession of all of the Work in progress, materials and Construction Equipment then at the Project Site
(at no additional charge for the retention or use of the Construction Equipment);
(ii) exclude from Hydro One premises and Work sites all Contractor Personnel;
(iii) terminate Hydro One's utilization of the Contractor to perform the Work;
(iv) finish the Work by whatever means it may deem appropriate under the circumstances;
(v) withhold any further payments to the Contractor until its liability to Hydro One is ascertained; and Contractor
shall be liable for all costs incurred by Hydro One to correct any defects in the Work, and any cost and
expense incurred by Hydro One to finish the Work including compensation to Hydro One for additional
engineering, managerial and administrative services, however any such actions taken by Hydro One are not
exclusive and are without prejudice to Hydro One's other rights or remedies available under law, in equity or
under any surety bond or other security held by Hydro One for performance of this Contract by the
Contractor.
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For clarity and without limitation, the following actions or circumstances relating to the Contractor shall 38.4
constitute breach on the part of the Contractor:
(i) failing to comply with any request, instruction or order of the Engineer;
(ii) failing to pay accounts relating to the Work as they come due;
(iii) failing to comply with or persistently disregarding statutes, regulations, bylaws or directives of competent
authorities relating to the Work;
(iv) failing to prosecute the Work with skill and diligence;
(v) assigning or subletting the Contract or any portion thereof without the required consent;
(vi) failing or refusing to correct defective or deficient Work.
Upon the expiration or earlier termination of this Contract or at the request of Hydro One, the Contractor shall 38.5
immediately:
(a) return or, at Hydro One’s written instruction, destroy any Confidential Information of Hydro One in the
possession or control of the Contractor;
(b) deliver to Hydro One all property (tangible or intangible) proprietary to Hydro One, its Affiliates and / or
third-party vendors and licensors which is in the Contractor’s possession or control; and
(c) destroy any copies or extracts of any of the foregoing in its possession or control and the Contractor shall
certify to Hydro One that it has done so. Title to all Work, regardless of the reason for termination, shall be
vest in Hydro One.
Dispute Resolution 39.
Any and all disputes, controversies or claims arising under or relating to this Contract or the breach, 39.1
termination or invalidation thereof shall upon written notice, be referred to a senior management
representative from each of the parties who will confer in good faith to attempt to resolve the matter. The
party sending the first written notice (the “Initial Notice”) shall:
(1) set forth in detail all of its claims or issues in dispute; and
(2) designate its representative. The other party shall have five (5) Business Days to designate its representative
and add any other issues or claims for resolution not identified in the Initial Notice. The representatives shall
have thirty (30) days from the date of the Initial Notice to resolve the issues identified in the notices. If the
dispute or claim is not fully resolved pursuant to the process described above, either party may, after ninety
(90) days, initiate litigation in an appropriate court. Either party may at any time, without inconsistency with
this Contract, seek from a court of competent jurisdiction any equitable, interim or provisional relief only to
avoid irreparable injury. The parties intend all statements made and documents provided or exchanged in
connection with this dispute resolution process to be confidential and neither party shall disclose the
existence or content of the dispute or claim, or the results of any dispute resolution process, to third parties
other than outside counsel, except with the prior written consent of the other party or pursuant to legal
process. The parties may, in a Contract Document, set-up project escalation and resolution processes, and
agree to dates and times other than those set forth in this section.
Warranty and Correction of Defects 40.
The Contractor represents, warrants and it is a condition of this Contract that: 40.1
(a) it has all necessary capacity and authority to enter into this Contract and to carry out its obligations
hereunder and that it is not a party to, bound or affected by or subject to any indenture, mortgage, lease,
agreement, instrument, charter or by-law provision, statute, judgment, decree or law which would be
violated, contravened, breached by, or under which default would occur as a result of, its execution and
delivery of this Contract and the performance of its respective obligations hereunder;
(b) it will, within the time schedule set forth in the Contract Documents, provide the Work in a diligent, prudent,
good, workmanlike and professional manner;
(c) it will provide the Work in conformance with the Specifications to the satisfaction of Hydro One;
(d) it has sufficient number of Personnel, each having the requisite knowledge, skill and professional ability to
perform the Work;
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(e) each Contractor Personnel is capable of carrying out that portion of the Work for which such Contractor
Personnel is responsible, and each Contractor Personnel is properly trained in respect thereof;
(f) the Work will comply, and it will cause its Personnel to comply, with and observe all the provisions and
requirements of all federal, provincial and municipal laws, legislation, regulations, bylaws, orders, standards,
codes and directives from time to time made pertaining to this Contract applicable to the Work;
If, at any time during the Warranty Period, any part of the Work becomes defective or fails due to defects in 40.2
workmanship, construction or material (other than any supplied by Hydro One) or otherwise fails to meet the
requirements of the Contract, then the Contractor, upon receipt of notification from the Engineer, shall make
good every such defect or failure within the period of time specified by the Engineer and without cost to Hydro
One. The Contractor shall also correct and/or pay for the correction of any damages or disturbance to work of
other contractors or property of Hydro One resulting from such correction of defects.
If the Contractor, after notification of a defect or deficiency, shall delay or default in proceeding, then the 40.3
Engineer may arrange to remedy the defect or deficiency and the Contractor shall be liable for all costs,
charges and expenses incurred in connection therewith, all without prejudice to all other rights or remedies
Hydro One may have for breach of Contract.
Any part of the Work made good under this Section shall be subject to all the provisions hereof for a period of 40.4
one year from the date the same was made good, or until the end of the period set forth in the first paragraph
of this Section, whichever is the longer.
All property damage caused by the Contractor will be repaired at no charge to Hydro One. Where property 40.5
damage is caused by no fault of the Contractor or its Subcontractor (e.g. inherent damage or storm damage),
the restoration work must be identified and agreed to by Hydro One in advance. The Contractor must submit a
job-specific Quote for approval by Hydro One, based on such pricing as set out in the Contract Documents. The
Work shall not be considered complete until all public and private property damage has been repaired and the
property is restored to its original state.
Limitation of Liability 41.
Hydro One’s cumulative liability to the Contractor for all claims arising from or related to this Contract shall not 41.1
exceed the Contract Price hereunder, regardless of whether such claims arise in tort, equity, warranty, strict
liability or for breach of contract. In no event shall Hydro One be liable to the Contractor for any special,
incidental, consequential or punitive damages, loss of revenue, loss of profits, loss of business opportunity or
other indirect loss (even if Contractor has been advised of the possibility of such loss).
Except with respect to a breach of confidentiality obligations, personal injury, tangible property damage, 41.2
breach of intellectual property rights, any incidents involving the contamination, spill or release of any
hazardous material or pollutant, breach of applicable law or regulation, or Contractor’s indemnification
obligations, the total liability of Contractor, regardless of whether such liability is based on breach of contract,
tort, strict liability, breach of warranties, failure of essential purpose or otherwise, under this Contract shall be
limited to three (3) times the amount paid or payable to Contractor under this Contract. Except with respect to
a breach of confidentiality obligations, personal injury, tangible property damage, breach of intellectual
property rights, any incidents involving the contamination, spill or release of any hazardous material or
pollutant, breach of applicable law or regulation, or Contractor’s indemnification obligations, in no event shall
Contractor be responsible for any special, incidental, consequential or punitive damages or other indirect loss
(even if Hydro One has been advised of the possibility of such loss).
Joint and Several Liability 42.
If at any time there is more than one legal entity constituting the Contractor, their covenants under the 42.1
contract shall be considered to be joint and several and apply to each and every entity. If the Contractor is or
becomes a partnership or joint venture, each legal entity who is a member or becomes a member of the
partnership or joint venture or its successors is and continues to be jointly and severally liable for the
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performance of the Work and all the covenants of the Contractor pursuant to the contract whether or not that
entity ceases to be a member of the partnership, joint venture or its successor.
Indemnification 43.
The Contractor shall indemnify and hold harmless Hydro One, its Affiliates and their respective directors, 43.1
officers, employees, contractors and agents from and against all claims, demands, actions, suits, proceedings,
damages, losses, costs, fines, (including as imposed by any federal, state, provincial or municipal government
or agency), expenses (including, but not limited to court costs, legal fees and disbursements), that arise out of
or result from or are attributable to the Contractor’s breach, default or failure under this Contract or any
breach of any covenant or warranty or misrepresentation, or relating to any environmental, health or safety
hazard(s) or condition(s) attributable to Contractor, or from any negligent act or omission of the Contractor or
any of its Personnel and anyone for whose acts any of them may be liable, or any claim that any of the Work or
the use, copying, adaptation, and translation thereof infringe upon, violate, or involve a misappropriation of
any Intellectual Property Right or moral rights of any third party (hereinafter called “claims”). The said
indemnification shall apply whether the claims are in tort, in Contract, under any statute, or otherwise, and
whether the claims are for direct damages, indirect damages, punitive damages, economic loss, loss of
revenues, loss of profits, or as a result of fines.
Independent Contractors 44.
Nothing herein contained shall be construed to imply a joint venture, partnership, or principal-agent 44.1
relationship or employer-employee relationship between Hydro One and the Contractor or between Hydro
One and any Personnel. The Contractor agrees that the Contractor and its Personnel are being engaged by
Hydro One to provide the Work as an independent contractor. The Contractor, and the Contractor's Personnel,
shall not be considered to be employees of Hydro One for any purpose whatsoever. Accordingly, the
Contractor agrees that:
(i) it shall, in respect of the Personnel and its other personnel, be solely responsible for the arrangement and
payment of all severance, benefits, WSIB or those of a similar body, and employee taxes or any similar tax or
benefit which is generally associated with the relationship between an employer and its employee and which
is required by any local, provincial or federal law, ordinance or regulation; and
(ii) Hydro One shall have no liability or responsibility whatsoever for the withholding, collection or payment of
income taxes, unemployment insurance, statutory or other taxes or payments of any nature on behalf of or
in respect of or for the benefit of the Contractor or any Personnel of the Contractor, and the Contractor
hereby agrees to indemnify and hold Hydro One harmless from and against any such liability.
The Contractor shall have no authority to bind Hydro One or to assume or create any obligation or 44.2
responsibility expressed or implied on Hydro One's part, or in its name, nor shall it represent to anyone that it
has such power or authority, except as expressly provided in this Contract.
The Contractor shall enter into written agreements with Subcontractors and require them to perform their 44.3
Work and related services as required by this Contract.
Assignment 45.
The Contractor shall not assign nor subcontract this Contract nor any portion thereof without the prior written 45.1
consent of Hydro One. Without limiting any of Hydro One’s rights at law and for greater clarification, Hydro
One may, without the Contractor's consent, assign this Contract or any portion thereof to any Affiliate; any
entity formed by corporate reorganization, amalgamation, divestiture or merger of Hydro One; and/or any
entity that acquires assets or businesses of Hydro One.
Any division, affiliate, group and/or line of business of Hydro One that is divested from the control of Hydro 45.2
One by sale of shares, assets, or otherwise (“Divested Business”) shall be entitled to continue to order under
this Contract and use the licence, service and Equipment in accordance with the terms including pricing of this
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Contract for a transition period of the longer of the Contract term or eighteen (18) months from the effective
date of such divestiture (“Transition Period”) without being required to enter into a separate agreement or pay
the Contractor a separate price to continue to receive or utilize the licence, service, and Equipment.
Notwithstanding the immediately preceding sentence, the Transition Period does not commute the term of
any license that has been paid for in accordance with this Contract that extends beyond the Transition Period.
Notwithstanding anything else in this Contract, during the Transition Period and at no additional charge to 45.3
Hydro One or the Divested Business, Hydro One is entitled to provide services to support the Divested Business
which services may include, without limitation, Hydro One purchasing licences, services and Equipment under
this Contract on behalf of or for the benefit of the Divested Business, and/or allowing the Divested Business
access to, and Hydro One using, the licences, services and Equipment to facilitate the business purposes of the
Divested Business.
The Contractor will immediately notify Hydro One of any change in its legal status, legal entity, or name, and 45.4
will provide certified copies of any official documentation that effect such change.
Force Majeure 46.
Neither the Contractor nor Hydro One shall be liable to the other for loss, damage, delay in the Work, or non-46.1
performance of any contractual obligation caused by war, riot, the act or order of any competent civil or
military authority, fire, flood, strike, lockout or other labour dispute, or by any other cause which is
unavoidable and beyond the party's reasonable control. Both parties shall be prompt in restoring normal
conditions, re-establishing schedules, and resuming operations as soon as the interruptions have ceased. The
Contractor shall not be entitled to an extension of time for any delay covered by the above paragraph unless
notice of a claim therefor is given by the Contractor within 3 work days after the commencement of the delay.
The length of any such extension shall be determined by the Engineer.
Damage, loss, expense or delay incurred by the Contractor in the prosecution of the Work by reason of 46.2
unforeseen circumstances, unanticipated difficulties and obstructions, bad weather, or other mischances that
are generally considered to be part of the usual hazards associated with construction work, shall be borne by
the Contractor and shall not be the subject of a claim for additional compensation or schedule delay.
Notices 47.
Notices to Hydro One shall be addressed to the Chief Legal Officer, Hydro One Inc., 483 Bay Street, 8th Floor, 47.1
South Tower, Toronto, Ontario M5G 2P5. Such notices shall be effective upon receipt.
Notices to the Contractor shall be effective upon delivery to the Contractor or the sending of same by 47.2
registered post to the Contractor’s last address recorded with Hydro One.
Miscellaneous 48.
The headings and captions used in this Contract are used for convenience of reference only and shall not to be 48.1
considered in construing or interpreting this Contract.
This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof 48.2
and supersede all agreements and understandings between Hydro One and the Contractor with respect to the
subject matter hereof. No agent, employee or other representative of Hydro One has authority to make any
promise, agreement or representation not incorporated into a Contract Document.
The Contract Documents are subject to subsequent amendments, which shall take precedence over the 48.3
Contract Documents amended thereby. No amendment or modification of this Contract or any Contract
Document shall be valid unless it is in writing and signed by both parties.
The Contractor shall and shall cause all Personnel, from time to time, to deliver all such further documents and 48.4
instruments and do all acts and things as Hydro One may, at any time, reasonably require to effectively carry
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out or better evidence or perfect the full intent and meaning of this Contract.
The failure of either party at any time to require performance by the other party of any provision of this 48.5
Contract shall in no way affect its right thereafter to enforce such provision. Nor shall waiver by either party of
any breach of any covenant, condition or proviso hereof be taken or held to be a waiver of any further breach
of the same covenant, condition or proviso.
If any provision of this Contract, or the application thereof, shall for any reason and to any extent be 48.6
determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be struck
from this Contract and the remaining provisions of this Contract shall be interpreted so as best to reasonably
effect the intent of the parties. The parties further agree to replace any such invalid or unenforceable
provisions with valid and enforceable provisions designed to achieve, to the extent possible, the business
purposes and intent of such invalid and unenforceable provisions.
This Contract is entered solely by and between, and may be enforced only by, the Contractor and Hydro One. 48.7
This Contract shall not be deemed to create any rights in third parties except as expressly stated herein.
Time shall be material and of the essence of this Contract. 48.8
All rights and remedies provided in this Contract are cumulative, in addition to and without prejudice to any 48.9
other right or remedy that may be available to the parties, whether provided by law, equity, statute, in any
other agreement between the parties or otherwise.
Hydro One shall have the right to withhold from any sum otherwise payable to the Contractor such amount as 48.10
may be sufficient in Hydro One’s reasonable opinion to remedy any loss occasioned by or defect or deficiency
in the Contractor’s performance of this Contract. This right is in addition to and not a replacement for any
other remedies available to Hydro One under the Contract, at law or in equity.
The provisions of this Contract that are by their nature intended to survive expiration or termination of this 48.11
Contract, shall survive such expiration or termination.
This Contract shall be governed by and construed in accordance with the laws of the Province of Ontario and 48.12
the laws of Canada applicable therein. The parties irrevocably submit to the exclusive jurisdiction of the courts
of Ontario and the Federal Court of Canada. All disputes in connection with this Contract shall be commenced
and heard in a court of competent jurisdiction in Toronto, Ontario.
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