1 General Service Agreement Completion Instructions The following instructions are provided as guidance for completion of the General Service Agreement. 1. Province Identification: • Insert the full title of the representative of the Province, usually the minister responsible for administering the agreement. For example: " the Minister of Finance", not "the Ministry of Finance". • Insert the ministry office mailing and physical addresses and postal code and the fax number of the contract administrator. The information inserted here determines where the contractor is to send notices and invoices to the Province. The name of the contract administrator can be included as part of the address. 2. Contractor Identification: • Insert the full legal name of the contractor. Any cheques issued in payment of the contractor must be made payable using this name unless the contractor subsequently assigns the right to receive payments under the agreement to someone else and the Province gives its consent to that assignment. If the contractor represents that it is a corporation (including a company or a society), partnership or a proprietorship, check with the Registrar of Companies that it is registered and that its full and correct legal name is used. If in doubt about the correct legal name, consult with the ministry's legal counsel. • Insert the contractor's mailing address (and physical address, if different), postal code, and fax number. This address should be one to which notices, payments, and other communications can be easily delivered. 3. Schedule A -Services: • Provide a specific list of services that the contractor is to provide, plus a list of required deliverables and delivery dates. • If additional space is required, complete and attach a detailed Schedule A to the Agreement and indicate that there is an attachment in this space. • Insert the contract start date. • Insert the contract end date. • Insert Ministry’s and contractor’s administrators’ names. 4. Schedule B -Fees and Expenses: • Indicate the fees to be paid to the contractor whether fixed fee, hourly/per diem rate, or specific payment schedule per deliverable or delivery date (including any applicable maximum fee amounts or other limits), and provide rate schedule if applicable. 2 • Insert a description of the type of expenses that are payable. If the schedule provides that the Province will pay the travel expenses of a contractor or a contractor’s employees based on the Province's policies for paying its own Group I or II employees while they are on travel status, the ministry must make the applicable policies available to the contractor before the contract is signed. This might be done by attaching the policies to the schedule, providing a paper copy to the contractor or including reference in the schedule to a website where those policies are set out. • Indicate what expenses of the contractor the Province will pay (including any applicable maximum amount or other limits). • If additional space is required, complete and attach a detailed Schedule B to the Agreement and indicate that there is an attachment in this space. • Insert the maximum amount of fees plus expenses (including PST if applicable) payable to the contractor. • A sample form for Schedule B Fees and Expenses can be found in the Core Policy Manual at the following link: http://www.fin.gov.bc.ca/ocg/fmb/manuals/CPM/Sched_B.doc 5. Additional Schedules: • All additional schedules required for the Agreement are to be completed and attached to the Agreement. • Schedule C -If there is a pre-approved list of subcontractors, a Schedule C is to be created which lists the full legal name of all subcontractors. • Schedule D -If there are specific insurance requirements, a Schedule D is to be created which lists the details of these requirements. • Schedule E -A Privacy Protection Schedule (PPS) must be completed and attached as Schedule E to any Agreement between the government and a contractor that involves "personal information" as defined in the Freedom of Information and Protection of Privacy Act. • Schedule F -If there are additional terms applicable to the Agreement, a Schedule F is to be created listing these terms. If any additional terms conflict with the standard terms of the Agreement, they must be reviewed by the ministry’s legal counsel and section 46 of the Agreement must be complied with. Section 46 states that for a provision in a schedule that conflicts with a provision in the Agreement to be effective, it must expressly state that it operates despite the conflicting provision in the Agreement. • Schedule G -A Security Schedule must be completed and attached as Schedule G if there are specific security requirements associated with the Agreement. 3 With respect to Schedules D and F, the following instructions apply: Application of Insurance and Indemnification Provisions The pre-approved Schedule D (Insurance) and Schedule F (Additional Terms), available at http://www.pc.gov.bc.ca/psb/GSA/GSA_index.htm , must be used for : • Information technology service contracts; • Audit services contracts; • HR benefits services contracts; • Accounting services contracts; and • Management consulting services contracts. Where required, different insurance and indemnification provisions may be included as Schedules D and F in consultation with Risk Management Branch of the Ministry of Finance and Legal Services Branch of the Ministry of Attorney General. These different provisions must be included in any applicable solicitation document. Management Consulting service contracts are defined as follows: Definition: “Management consulting is an advisory service contracted for and provided to government organizations by specially trained and qualified persons who assist, in an objective and independent manner, the client organization to identify management problems, analyze such problems, recommend solutions to these problems, and help, when requested, to implement the solutions.” Characteristics: Management consulting is defined by the following characteristics that can be used to identify contracts as management consulting contracts: • A service which advises and assists; • Subject to a formal contracting arrangement; • Provided to government organizations; • Provided by individuals and firms with special training and qualifications; • Is independent and objective; • Identifies and analyses management problems; • Recommends solutions; and • When requested, helps with implementing the solutions. Scope of Services: Management consultants provide services in the following service areas: • General management; • Financial management; • Strategic planning; • Information technology management; • Human resource management; • Marketing management; • Operations management; and • Government program management. Excluded Services: Management consulting does not include services provided by licensed professionals working in their professional capacity including, but not limited to: architects, engineers, doctors, and lawyers. 4 6. Province’s Signature Block: After the Agreement has been signed by or on behalf of the contractor, the Agreement is required to be signed on behalf of the Province by an appropriate expense authority. The date and printed name of the person signing are also to be inserted. 7. Contractor’s Signature Block: The Agreement is required to be signed by the contractor or, if a corporation, by its authorized signatory or signatories. The date and printed name of the person or persons signing are also to be inserted. All schedules to the Agreement must be completed and, if applicable, attached to the Agreement prior to it being signed. 8. Administration Section: The administration section is to be completed as appropriate. 9. Modification Agreements: Whenever a General Service Agreement is to be modified, the standard form of Modification Agreement is to be used unless your Ministry solicitor has approved an alternative modification process. The following instructions are provided as guidance for completion of the General Service Agreement: • Insert full title of the representative of the Province, usually the minister responsible for administering the original agreement. If responsibility for the agreement has changed to another minister since execution of the original GSA, insert the following: "HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, represented by the Minister of [@name of new Ministry], formerly, the Minister of [@name of original Ministry]" • Insert full legal name of the contractor; if the contractor has changed its name since execution of the original GSA, check with your Ministry solicitor as to the correct legal name to insert. • In “Background” (A), insert the date of the original GSA. This is generally the date that the last party executed the original GSA. It is also helpful to include the Ministry Contract No. or attach a copy of the original GSA as an Exhibit. • Insert amending provisions (see examples in template). Consult with your ministry solicitor if you require assistance. 5 • As with the original GSA, the Contractor is required to execute the modification agreement first, and insert the date and printed name of the person or persons authorized to sign on behalf of the Contractor. All schedules to the agreement must be completed and attached to the modification agreement prior to signing. • The Province executes the modification agreement last. • Additional information regarding Modification Agreements can be found in the Core Policy Manual at the following link: http://www.fin.gov.bc.ca/ocg/fmb/manuals/CPM/Modification_Agreement.htm ***