This Agreement, Dated the Day of Month in the Year , Is Made

Agreement Form
Alberta InfrastructurePage 1 of [ ]

Editing Note: The General Purpose Consulting Services Contract template is comprised of two separate documents:

This "Agreement Form" which is designed to be edited to incorporate the variables specific to the Contract. These variables are identified by means of square brackets in the text. Editing Notes are intended to provide guidance to the preparer of the Contract and must be deleted in the editing process.
The "General Conditions" which contain standard clauses applicable to most of the department’s Consulting Services Contracts. The General Conditions are in PDF format and cannot be edited. However they can, if necessary, be overridden, if appropriate clauses to this effect are added to this Agreement Form. The standard General Conditions should only be overridden in special cases where this is essential, due to unique contractual issues or requirements.

Editing Note: If a letter is issued to the Consultant at the time of Contract award, it should be a simple covering letter only. It should not contain any contractual terms or conditions that could conflict with the Agreement Form, the General Conditions, or other documents that comprise the Contract.

This agreement, dated the [ ] day of [month] in the year [ ], is made

Editing Note: State here the earliest date on which it is anticipated that both parties will have signed (executed) the Contract. This date is a reference point only. It is not essential that it coincide exactly with the date(s) the Contract is actually signed. The signing dates (on the last page) are to be filled in by each signee, by their hand, at the time of signing. Note that the date stated here is the "start date" for the Contract that will be entered into the Contract Management System (CMS).

between

Her Majesty the Queen in right of Alberta,

as represented by the Minister of Alberta Infrastructure

(the "Minister")

and

[Legal Name]

(the "Consultant").

The parties agree as follows:

1.SERVICES

Editing Note: A comprehensive description of the Services, and deliverables where applicable, is essential. The required Services should be fully described within this Agreement Form, in a separate schedule, or by reference to the Consultant's proposal. If applicable, ensure that milestone completion dates for phases of the Services are specified.

.1The Consultant shall perform the Services [and provide the deliverables] set out [below:][in Schedule [ ] - [ ] attached.] [described in the Consultant's proposal dated[], attached.

.1[ ].

.2[ ].

2.EXTENT OF CONTRACT

.1The Contract is comprised of the following documents, which constitute the entire Contract between the parties and supersede all prior negotiations, representations, or agreements, written or oral:

.1This Agreement Form.

.2The General Conditions, including definitions, attached.

.3[Schedule [ ] – [ ] attached.]

.4[Schedule [ ] – [ ] attached.]

.5[The Consultant's proposal attached.]

.6[ ].

Editing Note: Examples of the types of schedules that could be attached include a Schedule of Services, a Schedule of Hourly Rates, a Schedule of Unit Rates, a Schedule of Milestone Completion Dates, a Schedule of Special Requirements, etc. If schedules are used, identify each one by name and letter designation (e.g.Schedule 'A' - Schedule of Architectural Services, Schedule 'B' – Schedule of Milestones Dates for Deliverables) and list them above. Note that the order of listing has significance (see 2.2 below).

.2If there is a conflict between any documents that comprise the Contract, the priority of documents that govern, from highest to lowest, is in the order listed under 2.1, beginning with 2.1.1.

3.PERIOD OF SERVICE

Editing Note: State here the date on which the Services are to begin (or may have already begun). Normally, this should be the same date that's stated at the beginning of the Agreement Form, but it could also be an earlier or later date if appropriate.

.1The Consultant [shall begin] [began] the Services on [month][day], [year] and shall complete the Services on or before [month][day], [year].

4.FEES FOR SERVICES

.1The Services are payable on a [fixed fee] [time rate] [unit rate] basis.

Editing Note: Select the most appropriate method of fee payment from the following three options:

Fixed fee: payment of a stipulated price for a defined scope of Services.
Time rate: payment based on hourly rates (e.g. $100.00/hour for a Senior Engineer) and time actually spent in performing a scope of Services.
Unit rate: payment of a stipulated price for a defined scope of Services, of which repetitive multiples of unknown quantities are anticipated (e.g. $500.00 per site visit, $1000.00 per course taught).

[OR]

Editing Note: Combinations of the three methods of payment are also possible (see below). If a combination is used, a description of which method of payment applies to which part of the total scope of Services must be included below, or in an attached schedule.

.1The Services are payable on a combination of a [fixed fee] [and] [time rate] [and] [unit rate] basis [as set out in Schedule [ ] – [ ] attached.] [as follows:]

.1[ ].

.2[ ].

.2The fixed fee is $[0.00].

[AND/OR]

.3[The time rate fee is set out in Schedule [ ] – Schedule of Hourly Rates attached.][The time rate fee is:]

Name / Hourly Rate

[Name]$[0.00]

.1[Travel time is payable at [100%] [75%] [50%] [ ] of the specified hourly rate(s) [up to a maximum of [four] [ ] hours per return trip] [if the return trip is more than [100] [ ]km from the Consultant's office].

Editing Note: The detailed terms of payment for travel time (not to be confused with travel expenses) may be unilaterally pre-determined by the department or negotiated with the Consultant.

.2The total amount payable by the Minister for Services paid on a time rate basis, which the parties agree will not be exceeded, regardless of the amount of time actually spent or necessary to be spent in the performance of the Services, is $[0.00](the maximum upset amount).

Editing Note: The maximum upset amount should be based on an estimate of the total number of hours required to perform the Services to be paid on a time rate basis, plus an appropriate contingency amount.

[AND/OR]

.4[The unit rate fee is set out in Schedule [ ] – Schedule of Unit Rates attached.][The unit rate fee is:]

Unit of Services / Unit Rate

[Description]$[0.00]

Editing Note: It is not essential to state the anticipated number of units of each Service that may be required (although it could be stated if desired). Nor is it necessary to request an estimated total cost based on an estimated number of units. However, a maximum total cost for these Services, based on the maximum anticipated number of units of each Service, should be factored into the maximum contract value specified in 6.2.

5.REIMBURSABLE EXPENSES

.1All expenses incurred by the Consultant in the performance of the Services are included in the amount[s] set out under 4. FEES FOR SERVICES, in this Agreement Form, and are not separately reimbursable.

Editing Note: Select the above clause when expenses eligible for reimbursement are anticipated to be minor, or negligible, relative to the fees for services, and not worth the administrative effort of reimbursing separately from the fee for Services. If they are to be reimbursed separately, select the alternative clause 5.1 below.

[OR]

.1Reimbursable expenses are limited to the following expenses, if incurred in the performance of the Services:

Editing Note: All types of expenses that are intended to be reimbursable under the Contract must be identified below. Subject to GC 15, items not listed (or reasonably inferable from items listed) will not be reimbursable without prior written approval.

.1[Automobile travel, if the return trip is more than [100] [ ] km from the Consultant's office].

.2[Transportation, accommodation and meals when traveling to a destination more than [100] [ ]km from the Consultant's office.]

.3[Courier services.]

.4[Printing and duplicating.]

.5[Long distance telephone and fax.]

.6[ ].

.7[ ].

.8[ ].

.9[ ].

Editing Note: There are two basic methods by which expenses may be reimbursed separately from the fee for Services, plus a third method that is a combination of the other two (see three alternatives for 5.2 below). Select the method most appropriate for the Contract.

.2Reimbursable expenses are payable based on actual costs incurred, subject to GC 15 - PAYMENT OF REIMBURSABLE EXPENSES, in the General Conditions and are in addition to the amount[s] set out under 4. FEES FOR SERVICES,in this Agreement Form. Supporting documentation for reimbursable expenses must be submitted. The total amount payable by the Minister for these reimbursable expenses, which the parties agree will not be exceeded, regardless of the cost of reimbursable expenses actually incurred or necessary to be incurred in the performance of the Services,is $[0.00](the maximum upset amount).

Editing Note: The maximum upset amount specified here should be based on an estimate of the total amount of reimbursable expenses that will be incurred, plus an appropriate contingency.

[OR]

.2Reimbursable expenses for items specified under 5.1 are payable as a pre-determined fixed amount that is in addition to the amount[s] set out under 4. FEES FOR SERVICES, in this Agreement Form. No supporting documentation for reimbursable expenses is required. The fixed amount for reimbursable expenses is $[0.00]

[OR]

.2Reimbursable expenses, for transportation, accommodation and meals only, are payable based on actual costs incurred, subject to GC 15 - PAYMENT OF REIMBURSABLE EXPENSES, in the General Conditions and are in addition to the amount[s] set out under 4. FEES FOR SERVICES,in this Agreement Form. Supporting documentation for these reimbursable expenses must be submitted. The total amount payable by the Minister for these reimbursable expenses, which the parties agree will not be exceeded, regardless of the cost of reimbursable expenses actually incurred or necessary to be incurred in the performance of the Services,is $[0.00](the maximum upset amount). All other reimbursable expenses for items specified under 5.1 are payable as a pre-determined fixed amount that is in addition to the amount[s] set out under 4. FEES FOR SERVICES,in this Agreement Form. No supporting documentation for these reimbursable expenses is required. The fixed amount for these reimbursable expenses is $[0.00] (the fixed amount).

6.PAYMENT

.1The Minister shall make payment to the Consultant on account of the fee for Services and any reimbursable expenses in accordance with the provisions of the Contract.

.2The maximum total amount payable under the Contract is $[0.00].

Editing Note: Every contract must state a maximum contract value that can only be exceeded by means of a written contract amendment. This amount, stated in 6.2, should equal the total of all of the following amounts that are applicable: (1) previously stated fixed fee, (2) previously stated maximum upset amount(s), (3)estimated total cost of Services to be paid on a unit rate basis based on the anticipated maximum number of units, and (4) previously stated fixed amount for reimbursable expenses. However, if the maximum contract value equals the previously stated fixed fee amount (i.e. there are no maximum upset amounts, no unit rates, and not fixed amounts for reimbursable expenses) this clause is redundant and can be deleted.

.2All dollar amounts in the Contract are stated in, and are payable in, Canadian dollars.

7.REPRESENTATIVES OF THE PARTIES

Editing Note: The person identified in 7.1 as the Minister's representative should be the Consultant's primary contact person at the day-to-day working level, e.g. the Project Manager. This will typically not be the same person that has signing authority for the contract (although it could be).

.1The Minister's representative for the purposes of the Contract is:

[Name]

[Title]

[Address]

[ ]

E-mail: [ ]

Telephone: [() -]

Fax: [() -]

.2The Consultant's representative for the purposes of the Contract is:

[Name]

[Title]

[Address]

[ ]

E-mail: [ ]

Telephone: [() -]

Fax: [() -]

.3All invoices, notices and other communications between the parties shall be sent to the above-named representatives.

.4Either party may change its named representative by written notice to the other party.

[8.OTHER TERMS AND CONDITIONS]

Editing Note: Use this optional article to add, under 8.1, project specific contractual terms and conditions that are required in addition to those included in the standard General Conditions. Some optional clauses that may be appropriate to add under certain circumstances are included here for convenience (see 8.1.1 to 8.1.5). Edit these clauses out if not applicable or appropriate. Do not use this article to describe the required scope of Services or deliverables -- these descriptions belong under 1.1. This article may also be used to modify, under 8.2, the standard General Conditions, if such modifications are considered essential. Delete this article in its entirety if not required.

Caution!! When supplementing or modifying the General Conditions, ensure that terminology and drafting style are consistent with the General Conditions. Ensure that no duplicate or conflicting provisions are created. Maintain the format of the Agreement Form. Obtain legal, insurance, or other appropriate advice when supplementing or modifying the standard General Conditions.

[The following additional terms and conditions supplement the General Conditions attached:]

Editing Note: Include the following clause if it is an essential term of the contract that only specifically named persons are to perform the Services.

.1[The Services must be performed by the person(s) named below. If, due to unforeseen circumstances, the Services cannot be performed by the named person(s), the Consultant shall request the Minister's prior written approval for some other named person(s) to perform the Services:].

[ ]

Editing Note: Include the following clause where:

the Services will be performed by "professionals" who are licensed, by law, to practice but whose professional associations do not necessarily require them to carry professional liability insurance (e.g.architects and engineers), and
the department is at risk of incurring a significant loss as a result of an error or omission in the Services.

If the above conditions apply, specify a minimum of $250,000 coverage. Consider increasing the minimum required coverage commensurate with the magnitude of the risk. Note that some architectural firms, particularly smaller ones, may not carry professional liability coverage in excess of $250,000.

.2[The Consultant shall, at its own expense, and without restricting any obligations or liabilities under the Contract, carry Professional Liability Insurance, on a claims made basis, with a limit of not less than [$250,000] [$500,000] [$1,000,000] per claim, insuring against claims caused by a negligent error, omission or act for which the Consultant is liable.]

Editing Note: Include the following clause if the risk is considered significant.

.3[The Consultant shall, at its own expense, and without restricting any obligations or liabilities under the Contract, carry All Risks Valuable Papers and Records Insurance, with a limit adequate to permit their timely reconstruction.]

Editing Note: Include the following clauses for architectural or engineering services that include design services and contract document production.

.4The Consultant and Subconsultants shall:

.1familiarize themselves with, and comply with, the Minister's technical design requirements and other related guidelines and standards, to the extent they are applicable to the Services,

.2produce the deliverables in accordance with the department’s Standards for Consultant Deliverables,

.3prepare the construction specifications, including bidding requirements, contracting requirements and technical specifications, using the department’s Master Specification System ("the Master Specification"), and

.4use professional judgment to edit and adapt the Master Specification to suit project requirements and be responsible for final project specification content.

.5The Minister's guidelines and standards, including the Master Specification, are accessible in the TechnicalResourceCentre on the department’s web site at

.6[ ]

.7[ ]

[Modify clause [ ] of the General Conditions attached to read as follows:]

.X[ ].

The parties have executed this agreement on the date(s) indicated.

CONSULTANT

Signature of Principal / Signature of Witness or Seal
Name and Title / Name of Witness (if applicable)
Date

MINISTER’S REPRESENTATIVE

WITH SIGNING AUTHORITY

Signature / Signature of Witness
Name and Title / Name of Witness
Date

General Purpose Consulting Services Contract

(2008-08-05 Edition)