General Services Contract
[XXXIPC LOGO]
XXXIPC Contract No: Project Name: XXX
WCB #:
THIS AGREEMENT made this day of XXXXX, 20XX.
BETWEEN:
XXXInvasive Plant Committee
[address]
[city][province] [postal code];
(hereinafter called the “XXXIPC”)OF THE FIRST PART
AND:
XXX
[address]
[city][province] [postal code]
Phone: XXX XXX-XXXX
(hereinafter called the “Supplier”)OF THE SECOND PART
XXXIPCrepresentative:XXX
XXXIPCCoordinator
[address]
[city][province] [postal code]
Email:
Phone:
Fax:
The XXXIPC and the contractor agree to the terms in the following document and schedules:
Schedule A.1. Workplan2. Budget, Timing, Invoicing
Schedule B. Change of Work Notice Form
Schedule C.Services
WITNESSES that in consideration of their mutual duties and responsibilities to one another contained in the Agreement, the parties to this Agreement agree with each other as follows:
1.0DEFINITIONS
1.1“Supplier Fee” means the fees associated with the Total Estimated Costs for this project contained in the Supplier’s Proposal, a copy of which is attached as Schedule “A” to this Agreement and forms part of the Agreement.
1.2“Project” means the Invasive Plant Management services for the XXXIPC in accordance with the terms of this Agreement.
1.3“IPMA Plan” means the Supplier’s 20XX IPMA Plan as submitted for renewal and attached as Schedule “A”.
1.4“Services” means the acts, services, and work necessary to perform and complete the work:
[specify services, e.g.,
(i)described in the20XXIPMA Plan, and
(ii)described in the Invasive Plant Management Binder (IPM Binder) to the contractor; and
(ii)described in any letter from the XXXIPC to the Supplier after the date of the IPMA, including any amendments or supplements to the Services described in paragraph (i);
(iii)all acts, services and work necessary to perform and complete the acts, services and work described above.]
2.0SERVICES TO BE PERFORMED
2.1The Supplier agrees to perform the Services, on the terms and conditions of this Agreement.
3.0SCHEDULES
3.1The Supplier shall perform the Services in accordance with their submitted 20XX IPMA Plan and Budget included as Schedule “A” in this Agreement, in accordance with the IPMA Binder, and in accordance with those items in the Services included as Schedule “C” that are relevant output measures for the Supplier as identified in the plan.
3.2Changes to the work as outlined in Schedules “A” & “C” shall be allowed when mutually agreed to and adjusted in the contract through the Change of Work Notice Form included as Schedule “B”. Minor modifications to the IPMA Binder shall be allowed when mutually agreed to without completion of the Change of Work Notice Form.
3.3This contract expires upon completion of the contract as outlined in Schedule ”A” with an option to renew or extend the contract one year, upon mutual agreement.
4.0SUPPLIER’S DUTIES
4.1In performing the Services the Supplier shall, at all times, act in the best interests of the XXXIPC and exercise the degree of professional care, skill and diligence required by generally accepted professional standards and Acts including the Agrologist Act and the College of Applied Biology Act.
4.2Without affecting the Supplier’s obligations under this Agreement, the Supplier shall engage the services of individuals who have the education, training, skill and experience necessary to perform the Services in accordance with Section 4.1, and shall cause them to perform the Services on behalf of the Supplier.
5.0PAYMENT
5.1Supplier shall be paid the fees as outlined in Schedule “A”. The fee shall be paid in [specify term, e.g., monthly] instalments. The XXXIPC shall have no obligation to pay the fees or disbursements to the Supplier that are in excess of the total cost estimate for any reason whatsoever, other than as may be agreed to in writing by the XXXIPC and the Supplier under Section 8.1.
5.2The Supplier shall make application to the XXXIPC for payment, together with supporting documents, when required by this Agreement, on the XX and the XX day of each[specify term, e.g., month]for approval and due processing. Processing of invoices and supporting data will occur immediately after the XX and XXeach [specify term, e.g., month], with [specify term, e.g., monthly]payments. Should the XXXIPC be unable to verify any invoice within the said period, payment by the XXXIPC may be withheld. Where required by the XXXIPC, the Supplier shall provide substantiation to the XXXIPC in order to verify any invoice. Where only part of an invoice can be verified by the XXXIPC, the XXXIPC may, at its discretion, choose to pay that part only, pending proper verification of the remainder of the invoice by the Supplier.
5.4Account adjustments that have not been made prior to payment of an invoice may be made by the XXXIPC at the time of a later payment. Where it has been established that the XXXIPC has overpaid against an invoice, the Supplier will deduct the amount from the next invoice, or the Supplier shall pay the amount to the XXXIPC within [specify term, e.g., five (5) working days] of the amount being identified, as required by the XXXIPC.
5.5The XXXIPC may request the Supplier to submit with the final invoice, a Statutory Declaration or other proof, that there are no outstanding costs, assessments, liens, or claims against the Supplier or against the XXXIPC’s property arising out of or in connection with the Supplier’s Services rendered on the Project.
6.0TERMINATION AND SUSPENSION
6.1Upon termination of this Agreement, the Supplier must immediately deliver to the XXXIPC, without request, all documents and materials related to the Project in the Supplier’s possession or under its control, including those documents and materials specified in Sections 11.3 and 11.4.
6.2BY THEXXXIPC
6.2.1Should the Supplier neglect to complete the Services properly or fail to perform any of its obligations under this Agreement, the XXXIPC may notify the Supplier in writing that it is in default of its contractual obligations and instruct it to correct the default within [specify term, e.g., seven (7) working days]of receiving the notice. Failure to comply with the request to correct performance extends to the XXXIPC the option, without limiting any other right or remedy the XXXIPC may have, of immediately terminating this Agreement.
6.2.2Other than for reasons set forth in Section 6.2.1, the XXXIPC may terminate this Agreement for any reason by giving [specify term, e.g., thirty (30) days]prior written notice to the Supplier. Upon receipt of such notice, the Supplier shall perform no further Services other than those reasonably necessary to cease work on the project. In such event, the Supplier will be paid by the XXXIPC pursuant to this Agreement, for the completed tasks remaining unpaid as of the effective date of such suspension or termination. The Supplier is not entitled to, and irrevocably waives, any damages or compensation for costs incurred, loss of profit, or loss of opportunity, directly or indirectly arising out of the termination or suspension of all, or any part, of the Agreement or Services.
6.3BY THE SUPPLIER
6.3.1Should the XXXIPC fail to perform any of its obligations under this Agreement, the Supplier may notify the XXXIPC in writing that it is in default of its contractual obligations and instruct it to correct the default within [specify term, e.g., seven (7) working days]of receiving the notice. Failure of the XXXIPC to comply with the request to correct its contractual obligations extends to the Supplier the option, without limiting any other right or remedy the Supplier may have, of immediately terminating this Agreement and requesting settlement for all Services performed and all disbursements incurred pursuant to this Agreement and remaining unpaid as of the effective date of such termination.
7.0SUCCESSORS AND ASSIGNS
7.1This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective, heirs, executors, administrators, personal representatives, successors and permitted assigns.
7.2Neither party may assign, sub-contract or transfer any interest in this Agreement without the prior written consent of the other.
8.0CHANGES IN THE WORK
8.1Any services rendered by the Supplier to the XXXIPC beyond those Services set out in the Workplan, the IPM Binder, or Schedule “C” shall be considered to be Additional Services. The Supplier shall be compensated for any Additional Services on an hourly or per diem basis as agreed upon by the XXXIPC and the Supplier in writing prior to the Supplier performing the Additional Services.
8.2The XXXIPC may issue to the Supplier a Change ofWork Notice to make changes to the work, omit part of the work, or require additional work. A Change ofWork Notice shall form a schedule to this Agreement and the terms of the Change ofWork Notice shall prevail over any other provision of the Agreement, in the event of an inconsistency between them. The XXXIPC and the Supplier shall appraise the value of the changes to the work specified by the Change ofWork Notice Form, and within 60 days of receipt of the Change ofWork Notice Form, agree on the new price to be paid for the work or the reduction in the fee payable to the Supplier. The Change of Work Notice Form shall form part of this Agreement as Schedule "B".
9.0APPLICABLE LAWS
9.1The Supplier shall observe and abide by all applicable laws, regulations, ordinances and other rules of the XXXIPC, the Federal Government, the Province of British Columbia, and all applicable regional and municipal laws and regulations. Without restricting the generality of the foregoing, the Supplier shall abide by all provisions of the Workers' Compensation Act of BritishColumbia, and upon request by the XXXIPC, shall supply proof that all assessments there under have been paid.
9.2This Agreement and any rights and remedies arising out of this Agreement, shall be construed in accordance with the laws of the Province of British Columbia.
10.0WAIVER
10.1The waiver by the XXXIPC of the breach of any condition, covenant or obligation under this Agreement required to be kept, observed and performed by the Supplier, will not operate to waive or be deemed to waive any subsequent breach of the same condition, covenant or obligation.
11.0CONFIDENTIALITY, OWNERSHIP AND USE OF DOCUMENTS AND MATERIALS
11.1The Supplier acknowledges that the XXXIPC is subject to the British Columbia Freedom of Information and Protection of Privacy Act. Subject to Sections 12 through 22 inclusive of the Act, any reports and/or documents produced by or on behalf of the XXXIPC are subject to public review under the Act.
11.2The Supplier shall keep confidential for an unlimited period of time, all communications, plans, specifications, reports or other information used in connection with the Project except:
11.2.1those requiring disclosure by operation of law; or
11.2.2any disclosure authorized in writing by the XXXIPC.
The Supplier shall, by employing written agreements, bind all employees and agents to the obligations required by this Section.
11.3The Supplier agrees that all studies, reports, digital data, software, drawings, plans, models, designs, photographs, specifications, tender documents and other materials prepared or developed by or on behalf of the Supplier that are employed in connection with the Project are and shall remain the property of the XXXIPC. The XXXIPC reserves the ownership and all copyright, patent and trademark rights therein and in the work executed wherefrom, all of which may only be used by the Supplier with the prior written consent of the XXXIPC.
11.4All concepts, methods, products or processes produced by or resulting from the Services rendered by the Supplier in connection with the Project or that are otherwise developed or first introduced to practice by the Supplier in the performance of the Services, and which are patentable, capable of trademark or otherwise, are and shall remain the property of the XXXIPC, and the Supplier shall not use, infringe upon or appropriate such concepts, products or processes without the prior written agreement of the XXXIPC.
11.5Subject to Section 11.1 and other than as permitted under Sections 11.3 and 11.4, the Supplier's documents and materials related to the Project, including those documents and materials specified in Sections 11.3 and 11.4 are confidential and intended only for use of the XXXIPC and any distribution, copying or other use by anyone else is prohibited without the XXXIPC’s prior written consent.
12.0STAFF MEMBERS
12.1The Supplier may replace any of the Team Members described in the Workplan with another individual possessing equivalent knowledge, ability, and training.
13.0ARBITRATION
13.1All matters in dispute under this Agreement must be submitted to arbitration pursuant to the Commercial Arbitration Act (British Columbia) to a single arbitrator appointed jointly by them.
13.2No one shall be nominated to act as an arbitrator who is in any way financially interested in the conduct of the Project or in the business affairs of either the Client or the Supplier.
13.3If the parties cannot agree on the choice of an arbitrator each party shall select a nominee and the nominees shall jointly appoint an arbitrator.
13.4The laws of the Province of British Columbia shall govern this Agreement and any arbitration or litigation in respect thereof.
13.5The award of the arbitrator shall be final and binding upon the parties.
13.6Costs of the arbitration must be divided equally between the parties.
14.0RECORDS AND AUDIT
14.1The Supplier shall keep reasonable and proper records, accounts, statements and other relevant documents in all formats for a period of not less than six (6) years after completion of the Project or for such extended period as may be required by law or as the XXXIPC may request in writing.
14.2The Supplier shall permit the XXXIPC to inspect, audit and copy all records, accounts, statements and other relevant documents of the Supplier relating to the Project at all reasonable business hours in the offices of the Supplier.
15.0INDEMNIFICATION
15.1The Supplier shall indemnify and save harmless the XXXIPC, its officers, employees, agents, and members from and against all claims, losses, damages, costs, expenses (including legal fees and disbursements), liabilities, actions, and proceedings which the XXXIPC may incur or suffer by reason of, in connection with, or arising from any willful or negligent act or omission, or other actionable wrong, on the part of the Supplier, its employees, or agents connected with the performance or breach of this Agreement by the Supplier.
15.2The Supplier shall compensate the XXXIPC for any loss or any damage to the
XXXIPC’s premises or property arising out of the performance of the Services.
16.0INSURANCE
16.1The Supplier shall, at his own expense, provide and maintain until the completion of the Project the following insurance in a form acceptable to the XXXIPC with an insurer licensed in British Columbia.
(a)Comprehensive Public Liability and Property Damage$5,000,000.00 - inclusive per occurrence for bodily injury and property
damage or $5,000,000.00 for personal injury
16.2The Supplier shall provide the XXXIPC with a certificate or certificates of insurance as evidence that such insurance is in force including evidence of any insurance renewal or policy or policies. Every certificate, or certificates of insurance shall include, certification by the insurer that the certificate of insurance specifically conforms to all of the provisions required herein.
16.3Maintenance of such insurance and the performance by the Supplier of their obligation under this clause shall not relieve the Supplier of liability under the indemnity provisions set forth herein.
17.0REMEDIES NOT EXCLUSIVE
17.1No remedy conferred upon or reserved to the XXXIPC or the Supplier is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity or by statute.
18.0SEVERANCE
18.1If any portion of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, the illegal or invalid portion shall be severed and the decision that it is illegal or invalid does not affect the validity of the remainder of the Agreement.
19.0ENTIRE AGREEMENT
19.1This Agreement constitutes the sole and entire Agreement between the XXXIPC and the Supplier relating to the Project.
20.0NO DUTY OF CARE
20.1The Supplier acknowledges that the XXXIPC, in the preparation of the Agreement documents, supply of oral or written information to Suppliers, review of workplans or the carrying out the XXXIPC’s responsibilities under this Agreement, does not owe a duty of care to the Supplier and the Supplier waives for itself, its successors and assigns, the right to sue the XXXIPC in tort for any loss, including economic loss, damage, cost or expense arising from or connected with any error, omission or misrepresentation occurring in the preparation of this Agreement, supply of oral or written information to proponents, or carrying out of the XXXIPC’s responsibilities under this Agreement.
21.0RELATIONSHIP
21.1The legal relationship between the Supplier and the XXXIPC arising pursuant to this Agreement is that of an independent contractor and purchaser of such services, and, in particular and without limiting the generality of the forgoing nothing in this Agreement shall be construed so as to render the relationship between the Supplier and the XXXIPC to be that of employee and employer.
22.0OBLIGATIONS OF THE SUPPLIER
22.1All covenants, liabilities and obligations entered into or imposed upon the executing parties hereunder shall be joint and several.
23.0RECEIPT OF AN ADDRESS FOR NOTICE
23.1Communications in writing between the parties shall be considered to have been received by the addressee on the date of delivery if delivered by facsimile or by hand to the individual or to a member of the company for whom they are intended when addressed as follows:
The XXXIPC at: / The Supplier at:XXX Invasive Plant Committee
XXX
XXX, BC V#X#X#
Fax: ### ###-####
Attention: Coordinator / XXX
XXX
XXX, BCV#X #X#
Phone: ### ###-####
24.0TIMING
24.1The contractor will provide the services as outlined above for the duration of the season, approximately May 15th to November 15th, 20XX or until the contract budget has been entirely allocated, unless further negotiated.
25.0HEADINGS
25.1Section and subsection headings are inserted for identification purposes only and do not form part of this Agreement.
26.0LANGUAGES
26.1Wherever the singular or masculine is used herein, the same shall be construed as meaning the plural or the feminine or the body corporate or politic as the context so requires.