All Inclusive. The Fixed Contract Price includes: 9.2.1 all Components, labour, services, import taxes and duties, supplies, Utilities supplied during construction (including water and electricity) and Intellectual Property Rights to be provided hereunder or required to perform the Work; 9.2.2 all federal, provincial, and local taxes arising out of the Contractor’s performance of the Work (except for those referred to in Section 9.3); 9.2.3 any duties including import duties and taxes, fees, licenses and royalties imposed with respect to any Contractor Permits, Components, other equipment, materials, labour, services, supplies or Utilities; 9.2.4 all transportation costs relating to any Components, other equipment and loading and offloading fees; 9.2.5 costs of necessary third party inspection and certification including by any Authorities; 9.2.6 everything contingently and indispensably necessary to construct and complete the Work, and shall include consideration of all geographical and other restrictions associated with performance of the Work; 9.2.7 Contractor’s entire profit for completing the Work in accordance with the requirements of the Agreement, as well as all costs, overhead, contingency, expenses and allowances in connection with performance of the Work, including: (a) all project management, engineering specialist services, consumables (including all required fuel) and direct and indirect labour required to perform the Work in accordance with the Agreement; (b) all construction aids and consumables required for provision of the Work. This shall include, but not be limited to: (i) design development of purchase orders; (ii) procuring, expediting, receiving, handling, inspection and the like; and (iii) all costs, overheads and contributions to profit related to such items; (c) all costs associated with complying with health and safety requirements; (d) the total cost for all Subcontractor management and utilization; (e) any Contractor or Subcontractors’ yard modifications, upgrades to equipment, facilities and the like; (f) costs for royalties, duties, licence fees, know-how fees, usage of proprietary information and all similar items; (g) costs for research and development (including those related to the development of computer systems); (h) corporate and administrative services such as legal, advertising, recruiting, general procurement, corporate accounting, marketing, industrial relations, sales and their related office costs; (i) all payrolls, employment, travel, subsistence accommodation and like costs for Contractor and Subcontractor personnel directly or indirectly engaged in the performance of the Work. This shall include salaries, wages, payroll burdens, escalation, bonus programs, vacations, holidays, sick leave, overtime, employment premiums, redundancy provisions, leave allowances, qualification payments, fares and expenses, employment insurance, retirement funds, payments or benefits under national or local agreements, government taxes, social security contributions, safety and welfare programs, protective clothing, all overheads and profits; and 9.2.8 Notwithstanding the above, the Parties acknowledge and agree that the costs for items (a) and (b) below are estimates only and the Fixed Contract Price will be adjusted up or down based on Actual Costs: [REDACTED: Confidential and commercially sensitive exclusions from Fixed Contract Price] 9.2.9 Notwithstanding Section 9.2.7(f), the Fixed Contract Price shall not include any tariffs or duties imposed after the date of this Agreement pursuant to the Customs Tariff (S.C. 1991, c.36) (“Unanticipated Tariff”). Notwithstanding the first sentence of this Section 9.2.9, any tariff or duty which prior to the date of this Agreement (i) has been introduced as a bill in the Parliament of Canada in a form similar as such statute takes when it has legal effect, or (ii) has been made public in a discussion or consultation paper, press release or announcement issued by the Government of Canada shall not constitute an Unanticipated Tariff.
Appears in 3 contracts
Sources: Engineering, Procurement & Construction Agreement (SolarBank Corp), Engineering, Procurement & Construction Agreement (SolarBank Corp), Engineering, Procurement & Construction Agreement (SolarBank Corp)