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					SAMPLE CONSULTING AGREEMENT


                                   SAMPLE
                            CONSULTING AGREEMENT


      THIS AGREEMENT made as of the ^ day of ^, 2008.

BETWEEN:


                              THE CITY OF WINNIPEG,
                             (hereinafter called the "City"),


                                                                     OF THE FIRST PART,

                                           - and -

                                           ^
                        (hereinafter called the "Consultant"),


                                                                 OF THE SECOND PART.




      WITNESSETH, that in consideration of the promises and mutual
undertakings of the parties hereto, it is agreed as follows:

1.     ENGAGEMENT

1.1    The City hereby engages the Consultant and the Consultant hereby agrees to perform
       the Services described in Clause 2 hereof upon the terms and conditions hereinafter set
       forth.

2.     SCOPE OF SERVICES

2.1    The Consultant shall ^ , hereinafter called the “Services”, as more fully detailed and
       provided in accordance with the terms contained in the Proposal dated ^ attached
       hereto as Schedule “A”.

3.     CHANGES

3.1    The City may, from time to time, require changes in the scope of the Services of the
       Consultant to be performed hereunder. Such changes, which are mutually agreed upon
       by and between the City and the Consultant, shall be incorporated in written
       amendment to this Agreement.




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     SAMPLE CONSULTING AGREEMENT                                                                      2

4.       TIME FRAME FOR COMPLETION

4.1      The time frame for completion will be in accordance with Schedule “B” as amended
         from time to time upon mutual agreement of the Project Director and Consultant, which
         amendments form part of the Agreement.

5.       COMPENSATION

5.1      The City shall pay the Consultant for its Services and expenses as follows:
         (a) Preparation of reports, including:
              (i) meetings and discussions                                                          $^
         (b) Training, including preparation of material, examples and delivery of training
             sessions assuming that no more than ^ training sessions will be required               $^
5.1.1         Attendance in Winnipeg for meeting(s) and/or to conduct training will be
              reimbursed, as follows:
              (a) Economy flights to and from Winnipeg and travel within Winnipeg;
              (b) Accommodation in a business class hotel; and
              (c) Meals and other reasonable expenses related to the Services.
5.1.2         No other out-of-pocket expenses will be reimbursed unless prior written approval is
              obtained.
5.1.3         All such compensation shall be payable without deduction, including no deduction
              for income taxes, Canada Pension Plan or Employment Insurance premiums or
              contributions.

5.2      The Consultant shall submit invoices monthly for the Services rendered and expenses
         paid within the previous month and the City shall pay same within 30 days of receipt
         thereof, subject to the approval of invoices by the Project Director.

5.3      The City may, at its option, pay the Consultant by direct deposit to the Consultant’s banking
         institution.

5.4      Prices from non-resident Consultants are subject to a Non-resident Withholding Tax
         pursuant to the Income Tax Act (Canada).

6.       PROJECT DIRECTOR

6.1      The City has designated ^ as its Project Director for purposes of this Agreement. The
         Project Director is authorized to act on the City’s behalf to transmit instructions to and
         accept information and advice from the Consultant, to receive, review and forward for
         approval and payment the Consultant’s reports and invoices, and to do all such things
         which may be necessary or desirable for the purposes of this Agreement.

7.       PERSONNEL

7.1      The Consultant represents that it has the necessary expertise, skills and experience to
         carry out and provide the Services for which it is being engaged herein.

7.2      The Services will be directed by ^ . Other members of the team will be selected as
         required.

7.3      The Consultant represents that it has, or will secure at its own expense, all personnel
         required in performing the Services under this Agreement. Such personnel shall not be



                                                                                          February 2009
     SAMPLE CONSULTING AGREEMENT                                                                     3

         employees of or have any contractual relationship with the City. All of the Services
         required hereunder will be performed by the Consultant or under its supervision and all
         personnel engaged in the Services shall be fully qualified to perform such Services.

8.       GENERAL RESPONSIBILITIES OF CONSULTANT

8.1      The Consultant shall keep the Project Director fully advised and informed during each
         step of the Services and shall, if requested by the Project Director, attend meetings to
         discuss, provide information on or present the reports provided for under this
         Agreement.

8.2      The Consultant shall comply with all municipal, provincial and federal laws, regulations,
         by-laws, policies and orders in the performance of this Agreement.

8.3      The Consultant shall accurately record the time spent by each of its employees or
         subcontractors in performing the Services required under this Agreement and of all
         disbursements necessarily incurred by them in connection therewith.

9.       OWNERSHIP OF INTELLECTUAL PROPERTY

9.1      All reports, drawings, calculations, designs, plans, specifications, and other data,
         information and all material utilized, collected, compiled, drawn and produced (including
         computer printouts) to carry out the Services contemplated in this Agreement
         (“Intellectual Property”) are solely the property of the City, with the exception of the
         materials and information in the possession of the Consultant prior to the
         commencement of this project, and the Consultant's copyright in such property, if any,
         is hereby assigned to the City. Furthermore, the City may use the Intellectual Property
         or any part thereof for, or apply it to, other studies or projects without the Consultant’s
         consent and without any payment or compensation whatsoever. If the City elects to so
         use or apply the Intellectual Property, it does so at its own risk and the Consultant shall
         not be liable in any way for such other use or application or any adverse consequences
         flowing there from.

10.      DISCLOSURE OF INFORMATION

10.1     The Consultant acknowledges that it has been or may be provided with information
         about the City during the course of this assignment, which is confidential. The
         Consultant shall not disclose or appropriate to its own use, or to the use of any third
         party, at any time during or subsequent to the term of this Agreement, any information
         of the City of which the Consultant has been or hereafter becomes informed, whether or
         not developed by the Consultant, including, but not limited to, information pertaining to
         its review of the *(department’s) records and the resultant report, if any, to be provided.
         This clause shall not apply, however, to such information as the Consultant may
         necessarily be required to disclose or use in connection with the Services which it is
         obligated to perform under this Agreement. The City shall have the right to obtain
         injunctive relief, without bond, for violation of the terms of this clause and the terms of
         this clause shall survive the term of this Agreement.

10.2     The Consultant shall not make any statement of fact or opinion regarding any aspect of
         the Agreement to the media or any member of the public without the prior written
         authorization of the Project Director.

11.      SERVICES AND MATERIALS TO BE FURNISHED BY THE CITY

The City shall furnish the Consultant with all available necessary information, data and materials
pertinent to the execution of this Agreement. The City shall cooperate with the Consultant in


                                                                                        February 2009
  SAMPLE CONSULTING AGREEMENT                                                                           4

carrying out the Services herein and shall provide adequate liaison between the Consultant and
other agencies of the City.

12.      DEFAULT AND TERMINATION

12.1     The Consultant is in breach of or in default under this Agreement if, at any time:
         (a) any representation or warranty made by the Consultant is false or misleading in
             any material respect; or
         (b) the City is reasonably of the opinion that:
               (i) the Consultant is not carrying out the Services in a manner acceptable to
                    the City or in accordance with the terms and conditions of this Agreement;
                    or
              (ii) the Consultant has failed to comply with, any of its material obligations or
                    undertakings under this Agreement; and
             (iii) the Consultant, on receiving notice in writing from the City of the breach,
                    default or failure described in clause 12.1(a) or (b) above, has failed to
                    remedy the breach, default or failure to the satisfaction of the City within five
                    (5) days of receiving the notice, or in the event the breach, default or failure
                    is such that it cannot be remedied within five (5) days, has failed to provide
                    to the City within five (5) days of receiving the notice a plan, acceptable to
                    the City, for remedying the breach, default or failure within a reasonable
                    period of time; or
         (c) if any receiver or interim receiver, trustee or liquidator of all or substantially all of
             the Consultant's property is appointed; or if the Consultant makes an assignment
             for the benefit of its creditors or makes any assignment or has a receiving order
             made against it under the Bankruptcy and Insolvency Act (Canada); or becomes
             bankrupt or insolvent or makes application for relief under the provisions of any
             statute now or hereafter in force concerning bankrupt or insolvent debtors; or takes
             any action whatever, legislative or otherwise, with a view to winding-up, dissolution
             or liquidation of the Consultant.

12.2     If the Consultant is in breach of or in default under this Agreement, the City may do or
         require one or more of the following:
         (a) suspend or withhold any payments due, or any part thereof, until the Consultant
             has remedied the breach, default or failure to the satisfaction of the City;
         (b) where the breach, default or failure is not remedied in accordance with sub-clause
             12.1 or is not capable of being remedied, terminate this Agreement and any
             financial obligation of the City hereunder by giving notice in writing;
         (c) where the breach, default or failure is one described in clause 12.1(c), terminate
             this Agreement and any financial obligation of the City hereunder by giving notice
             in writing.

12.3     Upon notice of termination of this Agreement being provided, the Consultant shall
         deliver to the City all reports, lists and other data and information and material utilized,
         collected, compiled, drawn or produced in connection with this Agreement which are in
         its possession or under its control.

12.4     Upon notice of termination of this Agreement being provided, and upon receipt of a final
         statement for Services rendered, the City will pay to the Consultant such amounts as
         the Consultant may be entitled to receive under this Agreement as a payment for
         Services properly rendered under this Agreement up to the date of the notice. The City
         may set off against such payment any amounts owing to it by the Consultant.




                                                                                          February 2009
  SAMPLE CONSULTING AGREEMENT                                                                     5

13.    INDEMNITY

13.1   The Consultant shall indemnify and save harmless the City from and against all claims,
       losses, costs, damages, suits, proceedings, or actions arising directly or indirectly out of
       or related to the Consultant’s activities in executing the Services including the
       Consultant’s omissions, improper acts or delays in executing the Services.

13.2   The City may settle any such claim, suit or lien and charge the Consultant with the
       amount paid or to be paid in effecting a settlement or which may be adjudged due by
       the City.

13.3   The Consultant shall pay to the City the value of all legal services and disbursements
       required to defend it against any claim arising out of the Agreement and in computing
       the value of such services no regard shall be had to the fact that the same may have
       been performed by a salaried employee of the City.

13.4   The Consultant shall pay to the City all costs taxed against the Consultant in any
       litigation between the Consultant and the City arising out of the Agreement.

14.    INSURANCE

14.1   Consultant shall provide and maintain:
       (a) Commercial General liability insurance, in the amount of at least two million dollars
           ($2,000,000.00) inclusive, with The City of Winnipeg added as an additional
           insured; such liability policy to also contain a cross-liability clause, contractual
           liability, non-owned automobile liability, contingent employers liability (if not
           otherwise covered) to remain in place at all times during the performance of the
           Services.
       (b) Professional liability insurance in the amount of at least one million dollars
           ($1,000,000.00) per claim and two million dollars ($2,000,000.00) aggregate to
           remain in place at all times during the performance of the Services and one year
           after the completion date.
       (c) If required, Automobile liability insurance for owned automobiles used for or in
           connection with the project in the amount of at least two million dollars
           ($2,000,000.00) at all times during the performance of the Services.
       (d) Consultant shall not cancel, or cause any such policy or policies to lapse without a
           minimum thirty (30) days prior written notice to the City.
       (e) Consultant shall provide written notice to the City of Winnipeg of any material
           changes to their policies within thirty (30) days of the change taking effect.
       (f)    All certificates of insurance shall be in a form satisfactory to the City’s Insurance
             Supervisor, acting reasonably. All policies shall be taken out with insurers licensed
             to carry on business in the Province of Manitoba. Certificates of Insurance shall be
             provided to the City by the Consultant or the Consultant’s broker within fourteen
             (14) Calendar Days of receipt of the Letter of Intent and prior to Services being
             commenced. The City shall have the right to receive certified copies of the
             policies, if requested.
       (g) Consultant shall be responsible for the payment of all premiums and deductible
           amounts relating to the insurance policies, and Consultant shall maintain the
           insurance from the date of this Agreement until Services are fully complete or
           expiry of any warranty period, whichever is longer.




                                                                                       February 2009
  SAMPLE CONSULTING AGREEMENT                                                                     6

15.    LIQUIDATED DAMAGES

16.    DECLARATION OF NO CONFLICT

16.1   The Consultant hereby declares that this Agreement is entered into in good faith on the
       part of the Consultant, that no member of City Council, administrative or financial
       officer, director or any other officer of the City has any pecuniary interest, direct or
       indirect, in this Agreement or any other agreement or part of an agreement, contract or
       commission made pursuant to this Agreement or to any benefit to arise there from, and
       agrees that it shall forfeit all claims for payment or otherwise under this Agreement if
       any member of City Council, administrative or financial officer, director or any other
       officer of the City is at any time interested therein or if any interest therein is given or
       agreed to be given to it and as well shall refund to the City any monies paid to the
       Consultant by the City under this Agreement.

16.2   The Consultant declares that it has not participated in any collusive scheme or combine
       in connection with the Proposal or this Agreement and agrees that it shall forfeit all
       claims for payment or otherwise under this Agreement if it should ever be established
       that this declaration is false and as well shall refund to the City any monies paid to the
       Consultant by the City under this Agreement.

17.    INFORMATION AND REPORTS

17.1   The Consultant shall, at such time and in such form as the City may require, furnish
       such periodic reports concerning the status of the Services, such statements,
       certificates, approvals and copies of proposed and executed plans and claims and other
       information relative to the Services as may be requested by the City. The Consultant
       shall furnish the City, upon request, with copies of all documents and other materials
       prepared or developed in relation with or as part of the Services.

18.    RECORDS AND INSPECTIONS

18.1   The Consultant shall maintain full and accurate records with respect to all matters
       covered under this Agreement. The City shall have free access at all proper times to
       such records and the right to examine and audit the same and to make transcripts there
       from and to inspect all data, documents, proceedings and activities.

19.    ACCOMPLISHMENT OF SERVICES

19.1   The Consultant shall commence, carry on and complete the Services with all
       practicable dispatch, in a sound, economical and efficient manner, in accordance with
       the provisions thereof and all applicable laws. In accomplishing the Services, the
       Consultant shall take such steps as are appropriate to ensure that the services involved
       are properly coordinated with related services being carried on within the City.

20.    MODIFICATION OF AGREEMENT

20.1   This Agreement may be modified by the parties hereto only by a written supplemental
       agreement executed by both parties.

21.    NOTICE

21.1   Any notice, consent, request, approval, invoice, document or other communication
       required or permitted to be given hereunder shall be in writing, and shall be delivered
       personally, sent by fax or similar transmitted message, or mailed by registered mail,



                                                                                       February 2009
   SAMPLE CONSULTING AGREEMENT                                                                      7

         postage prepaid, to the said parties at the respective addresses or fax numbers set
         forth hereunder, namely:

          If to the City:

          ^
          ^
          ^
          ^ Winnipeg MB ^
          Fax No. ^
          Email Address: ^

          If to the Consultant:

          ^
          ^
          ^
          ^
          Fax No. ^
          Email Address: ^
          or to such other address or fax number as the party to whom such notice, consent,
          request, approval, invoice, document or other communication is to be given, may
          designate by notice in writing so given to any other party hereto as provided herein.

21.2     Any notice, consent, request, approval, invoice, document or other communication
         given as provided herein shall:
In the case of personal delivery, be deemed to have been received on the day of delivery, if a
business day, or if not a business day, on the business day next following the day of delivery;
In the case of fax or similar form of transmitted message, be deemed to have been received on
the next business day (except Saturdays or Sundays) following transmission; and
         (a) In the case of delivery by registered mail, be deemed to have been received on the
             fourth business day (except Saturdays and Sundays) following the date of mailing.
Any notice, consent, approval, statement, authorization, document or other communication
required or permitted to be given by the City in this Agreement may be given by the Project
Director unless otherwise expressly herein provided.

22.      ASSIGNMENT

22.1     The Consultant shall not voluntarily or by operation of law assign or otherwise transfer
         the obligations incurred on its part pursuant to the terms of this Agreement without the
         prior written consent of the City. Any attempted assignment or transfer by the
         Consultant of its obligations without such consent shall be wholly void.

23.      CITY NOT OBLIGATED TO THIRD PARTIES

23.1     The City shall not be obligated or liable hereunder to any party other than the
         Consultant.

24.      WHEN RIGHTS AND REMEDIES NOT WAIVED

24.1     In no event shall the making by the City of any payment to the Consultant constitute or
         be construed as a waiver by the City of any breach of covenant, or any default which



                                                                                       February 2009
  SAMPLE CONSULTING AGREEMENT                                                                      8

       may then exist, on the part of the Consultant and the making of any such payment by
       the City while any such breach or default exists shall in no way impair or prejudice any
       right or remedy available to the City in respect of such breach or default.

24.2   The waiver by either party of any breach of any provision of this Agreement shall not
       operate or be construed as a waiver of any subsequent breach.

25.    GENERAL

25.1   This Agreement shall enure to the benefit of and be binding upon the parties hereto and
       upon their respective successors and assigns.

25.2   If there is any conflict or inconsistency between any condition or provision contained in
       the main body of this Agreement (i.e., the Agreement without its Schedules) with any
       condition or provision contained in any of the Schedules hereto, the said conditions or
       provisions will prevail in the following order:
       (a) the conditions or provisions contained in the main body of this Agreement;
       (b) the conditions or revisions to Schedule “B”; and
       (c) the conditions or provisions of the Proposal (Schedule “A”).

25.3   The titles of the clauses herein are for convenience of reference only and are not to be
       considered in construing this Agreement.

25.4   This Agreement has been executed and delivered in the Province of Manitoba, and its
       interpretation, validity and performance shall be construed and enforced in accordance
       with the laws of Manitoba and of Canada as applicable therein.

25.5   This Agreement and any additional or supplementary document or documents
       incorporated herein by specific reference contains the entire contract of the parties with
       respect to the subject matter hereof and supersedes all agreements and
       understandings between the parties concerning the subject matter hereof.

25.6   The legal relationship between the City and the Consultant under the Agreement is that
       of a contracting authority and an independent Consultant.



          IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.

                                                  THE CITY OF WINNIPEG

                                                  ______________________________
                                                  Chief Financial Officer


Signed, Sealed and Delivered              )
In the presence of:                       )
                                          )
__________________________                )       ______________________________
Witness (if no corporate seal)            )       (Signature of authorized officer)
                                          )


                                                                                     February 2009
   SAMPLE CONSULTING AGREEMENT                                                                         9


                                        )        ______________________________
                                        )        (Print name and Title)
                                        )
                                        )
__________________________              )        ______________________________
Witness (if no corporate seal)          )        (Signature of authorized officer)
                                        )
                                        )        ______________________________
                                        )        (Print name and Title)


Approved:             Certified as to Details:            Certified as to Form:

_________________     ______________________          ___________________________
Department Head       City Representative for Agreement   City Solicitor / Manager of Legal Services




                                                                                          February 2009

				
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