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CONSULTING CONTRACT Agreement made this XXX day of XXX, 2005. BETWEEN: Ontario Power Authority 120 Adelaide Street West Suite 1600 Toronto, Ontario M5H 1T1 (hereinafter referred to as “OPA”) AND Name of Company Address City, Province Postal Code (hereinafter referred to as “Consultant”) TERMS OF REFERENCE TO PROVIDE A XXX FOR THE ONTARIO POWER AUTHORITY 1. INTRODUCTION The Ontario Power Authority (OPA) was established in late 2004 under the auspices of Part II.1 and II.2 of the Electricity Act, 1998. It is a non-profit statutory corporation with an independent board of directors that reports to the Legislature of Ontario through the Minister of Energy. 2. ASSIGNMENT The Consultant is responsible for specific Deliverables (the “Deliverables”) in respect of the project. These Deliverables are described in the Work Plan which is attached as Appendix A to this Contract. 3. PROJECT MILESTONES Milestones with respect to the Deliverables (the work) are identified in the Work Plan, which is attached as Appendix A. 4. CONTRACT DURATION This Contract commences on date and will continue until date, subject to the Termination clause below. During this period, the Consultant is retained to accomplish the Deliverables outlined in the Work Plan on Consulting Contract XXX and Ontario Power Authority date Page 1 of 12 a non-exclusive basis. Subject to this and any other parameters outlined in this Contract, the Consultant is free to determine how, when and in what manner it provides the services. 5. CONTRACT STANDARD The Consultant hereby enters into an Agreement with the OPA for the provision of the Deliverables using the attached Contract Standard. Consulting Contract XXX and Ontario Power Authority date Page 2 of 12 CONTRACT STANDARD ONTARIO POWER AUTHORITY (OPA) STANDARD COMMERCIAL CONDITIONS FOR CONSULTING SERVICES CONTENTS 1. Contract Documents and Documents Incorporated by Reference 2. Interpretation of Contract 3. Law, Regulations and Codes 4. Insurance 5. OPA Representative 6. Consultant’s Manager/Staff; Consultant Not Agent 7. Assignment or Subletting 8. Offshore Consultants 9. Withholding Tax 10. OPA Owned Equipment 11. Terms of Payment 12. Invoicing 13. Goods & Services Tax (GST) 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. Safety Inspection and Warranty Progress Reports Completion of the Work Termination Proprietary Rights Compliance with Privacy Laws Confidentiality, Conflict of Interest, Non Solicitation and Restrictive Covenant Accounts and Right to Audit Force Majeure Severability Rates Agreement 1. Contract Documents and Documents Incorporated by Reference The Contract consists of: the OPA’s Terms of Reference; these Standard Commercial Conditions, the Work Plan included as Appendix A, and any other agreed appendices (collectively, the “Contract”). These documents, when taken together, form the entire Agreement and no document or agreement shall apply without explicit agreement on the part of the parties to the Contract. Written amendments to the Contract shall take precedence over the documents amended thereby. Appendices and addenda shall be considered part of the documents in which they are referenced. There are no warranties, conditions, or representations, expressed or implied, and there are no agreements in connection with such subject matter except as specifically set forth or referred to in the Contract. No reliance may be placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into the Contract, or any amendment or supplement thereto, by any party to this contract or its directors, officers, employees or agents, to any other party to this contract or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this contract, and none of the parties to this contract has been induced to enter into the Contract or any amendment or supplement by reason of any such warranty, representation, opinion, advice or assertion of fact. Consulting Contract XXX and Ontario Power Authority date Page 3 of 12 2. Interpretation of Contract The Contract shall be governed by, and interpreted in accordance with, the laws of the Province of Ontario including the laws of Canada as applicable therein. 3. Laws, Regulations and Codes The Consultant will comply with all federal, provincial and municipal statutes, regulations, bylaws, standards and codes which are applicable to the work and to the OPA and its operations. Without limiting the generality of this section, the Consultant agrees that the relationship with OPA is an independent business relationship and in no way does this Agreement contemplate or create an employment relationship and/or entitle the Consultant to any benefits of employment including, without limitation, membership in health benefits and pension programs provided to employees at OPA. Nor does this agreement create any partnership or joint venture with OPA. As an independent contractor, the consultant is responsible for any and all payments with respect to his or her income and other taxes, insured health benefits coverage, Workplace Safety and Insurance, Canada Pension Plan, Employment Insurance premiums and costs and any other costs that may apply. In addition, the Consultant agrees to indemnify OPA, its officers, directors, employees and agents and save them harmless from any and all liabilities and claims, including payments, fines, penalties, interest and any other financial costs in any way arising out of any actual or alleged failure of OPA to deduct, withhold or contribute any amount in respect of its payments to the Consultant. Without limiting the generality hereof, such liabilities and claims shall include federal and/or provincial income taxes, pension plan contributions, employment insurance premiums, Workplace Safety and Insurance premiums and contributions under any federal or provincial income security program. 4. Insurance (a) The Consultant hereby agrees to put in effect and maintain throughout the Term, at its own cost and expense, with insurers acceptable to the OPA, all the necessary and appropriate insurance that a prudent person in the business of the Consultant would maintain including, but not limited to, the following: (i) commercial general liability insurance on an occurrence basis for third party bodily injury, personal injury and property damage, to an inclusive limit of not less than $2,000,000 per occurrence, $2,000,000 products and completed operations aggregate. The policy is to include the following: The Indemnified Parties as additional insureds with respect to liability arising in the course of performance of the Consultant’s obligations under, or otherwise in connection with, the Contract contractual liability coverage cross-liability clause employers liability coverage (or compliance with the paragraph below entitled “Proof of W.S.I.A. Coverage” is required) 30 day written notice of cancellation, termination or material change tenants legal liability coverage (if applicable and with applicable sub-limits) non-owned automobile coverage with blanket contractual coverage for hired automobiles errors and omissions liability insurance, insuring liability for errors and omissions in the performance or failure to perform the services contemplated in this Agreement, in the amount not less than $2,000,000 per claim and in the annual aggregate. (ii) (b) The Consultant shall upon request of the OPA provide proof of the insurance required by this Agreement in the form of valid certificates of insurance that reference this Agreement and confirm Consulting Contract XXX and Ontario Power Authority date Page 4 of 12 the required coverage, on or before the commencement of this Agreement, and renewal replacements on or before the expiry of any such insurance. Upon the request of the OPA, a copy of each insurance policy shall be made available to it. The Consultant shall ensure that each of its subcontractors complies with the insurance requirements set out in this Agreement by obtaining similar types of insurance and providing the Consultant with proof of the acquisition and maintenance of such insurance. (c) If the Consultant is subject to the Workplace Safety and Insurance Act (WSIA), it shall, upon request of the OPA, submit a valid clearance certificate of WSIA coverage to the OPA prior to the commencement date of the Agreement. In addition, the Consultant shall, from time to time at the request of the OPA, provide additional WSIA clearance certificates. The Consultant covenants and agrees to pay when due, and to ensure that each of its subcontractors pays when due, all amounts required to be paid by it/its subcontractors, from time to time during the Term of the Contract, under the WSIA, failing which the OPA shall have the right, in addition to and not in substitution for any other right it may have pursuant to the Contract or otherwise at law or in equity, to pay to the Workplace Safety and Insurance Board any amount due pursuant to the WSIA and unpaid by the Consultant or its subcontractors and to deduct such amount from any amount due and owing from time to time to the Consultant pursuant to the Contract together with all costs incurred by the OPA in connection therewith. 5. OPA Representative OPA designates XXX its authorized representative for all purposes related to this Contract, to whom all correspondence, reports and documents will be addressed. No acceptance, instruction, approval or statement by OPA’s authorized representative or by any other representative of OPA will relieve the Consultant from responsibility for proper performance of the agreed upon work and deliverables. 6. Consultant’s Manager/Staff; Consultant Not Agent The Consultant appoints XXX as Project Manager who will be responsible for the administration and coordination of all phases of the work and completion of deliverables. All staff of the Consultant employed on the project will have the knowledge, abilities, experience and qualifications required for the work and will perform their tasks in a professional manner. The Consultant will provide such additional support as may be required from time to time for the completion of the deliverables and work’s proper performance. Changes to the Consultant’s personnel and support staff will require OPA approval, except in the case where such replacement is as a result of illness or termination of the employment of such personnel, in which case the Consultant may remove the employee, provided, however, the OPA may request that it approve, acting reasonably, any replacement. The OPA may request, at its reasonable discretion, that the dedicated project individual(s) be changed. The Consultant will endeavour to accommodate such requests. Neither party will have the authority to bind the other or to assume or create any obligation or responsibility expressed or implied on the other’s part, or in its name, nor will it represent to anyone that it has such power or authority, except as expressly provided in the Contract. 7. Assignment or Subletting The Consultant will not assign, sublet or otherwise delegate the Contract, or any portion thereof, without the prior written consent of the OPA, which consent will not be unreasonably withheld. 8. Offshore Consultants The Consultant is responsible for applying, at its own expense, to Immigration Canada for admission of personnel into Canada and for obtaining work permits where required. The OPA shall provide such reasonable documentation as is required to facilitate procedures with Immigration Canada. The Consultant will be required to obtain customs clearance and pay duties and taxes (including but not limited to customs duties and /or excise taxes such as the Goods and Services Tax (“GST”)) where applicable, for goods or tools used in the performance of the work or imported into Canada. Assistance Consulting Contract XXX and Ontario Power Authority date Page 5 of 12 with clearance of goods may be provided by the OPA if requested, at the expense of the Consultant. The Consultant may be required to pay GST on goods and tools notwithstanding that such goods or tools may be duty free, such as those originating in a NAFTA country. 9. Withholding Tax Certain amounts paid or credited to non-residents of Canada are subject to income tax withholding in accordance with rates and conditions set forth in the Income Tax Act (Canada) and any tax treaties made applicable thereby. This tax is remitted to the Canada Revenue Agency (“CRA”). Non-resident consultants may apply to the CRA for a waiver before commencement of the work in Canada to avoid this withholding. For U.S. Consultants, a 15% withholding tax is required on the gross amount payable for services rendered in Canada (i.e., consulting fees, maintenance fees) and 10% withholding tax is required on rentals, royalties and similar payments (including payments for the rights to use computer software). 10. OPA-Owned Equipment Equipment authorized by the OPA for purchase by the Consultant or supplied to the Consultant by the OPA, shall be used solely in the performance of the OPA work by the Consultant unless prior written approval is obtained from OPA. Title to such equipment will remain with OPA. When in the Consultant’s possession, it will ensure the Equipment will be clearly identified as the property of OPA. The Consultant will be responsible for safeguarding such equipment while in its custody and control or in that of any of its personnel or consultants, agents or contractors, maintaining a system of inventory control acceptable to the OPA, acting reasonably. The OPA will have reasonable access to the premises of the Consultant for the purpose of verifying the Consultant’s records relating to the Equipment and for auditing inventories of such equipment. Following completion of the work or termination of the Contract, the Consultant will, unless otherwise directed, deliver to, or make all such equipment immediately available for pick up by, the OPA. The Consultant shall be liable for the repair, refurbishment or replacement of any and all such OPA-owned equipment that becomes damaged or lost while in the custody or control of the Consultant. At OPA’s request and expense, the Consultant will maintain insurance, in which the Consultant and OPA will be named jointly as insured, covering the full replacement value of all such equipment against the risk of loss or damage. 11. Terms of Payment If established in the Consultant’s proposal and referenced in this contract, gross, fixed hourly rates may be established for specific personnel or for classes of personnel. Such rates and any proposed increases will be subject to audit by the OPA or its auditors as set forth below only for consistency of application of the Consultant’s cost factors. Such rates will be subject to adjustment annually for increases in cost factors. If fixed rates are not established in the purchase order, the consultant will indicate in advance the hourly rate to be charged for the Consultant’s personnel engaged in the work. The hourly rate used will be based on the number of regular working hours in 260 working days. Hours charged will be calculated to the nearest quarter hour. The Consultant’s personnel designated as manager or above, including Project Manager, will not be charged to the work unless explicitly contemplated in the Consultant’s proposal and they are engaged in making a direct technical contribution thereto or unless otherwise specified. Any effort which contemplates such charges not set out in the Consultant’s proposal will require the OPA’s prior written authorization. The services of other consultants will not be employed without the prior written approval of the OPA. In such case, the Consultant will be reimbursed, without mark-up or the application of any excess amount to Consulting Contract XXX and Ontario Power Authority date Page 6 of 12 the other consultant’s bill or charges, at the per diem rate charged by the other consultant(s). Contract staff, employed at the Consultant’s premises and under its direct supervision, will be reimbursed at the hourly rate cost to the Consultant unless otherwise agreed upon with OPA. The Consultant must seek and obtain prior written approval for any costs, expenditures or disbursements not specifically contemplated by the Contract whether incurred by the Consultant itself or by an outside consultant or contract employee that the Consultant itself employs. The OPA will reimburse the Consultant at cost and without mark-up or increment of any kind other then applicable taxes for expenses, if reasonable and directly and properly incurred in connection with the Deliverables described herein. Such reimbursement is made in accordance with OPA’s general policies with respect to reimbursement of expenses. 12. Invoicing Charges for services rendered and reimbursable expenses incurred will be submitted monthly unless otherwise specified and will be based on deliverables completed to date. Invoices will be in such detail and format as reasonably specified by OPA. Payment of acceptable invoices will be made 30 days after receipt thereof. If at any time during the performance of the work there are deficiencies in the work or the deliverables, including non-delivery of an acceptable final report or deliverable, or the implementation of any of the deliverables, the OPA will have the right to withhold from payment in respect of any of the Consultant’s invoices, an amount that, in the OPA’s reasonable opinion, takes into account the abovenoted deficiencies. Any amount withheld shall be paid 30 days after receipt of the Consultant’s invoice submitted after the OPA’s approval of the correction of deficiencies, or as soon thereafter as is practicable given the circumstances. 13. Goods and Services Tax (GST) Goods and Services Tax (GST) will be shown separately on all invoices. The Consultant will deduct all recoverable GST paid from reimbursable expenses before adding GST to amounts to be invoiced to the OPA. The OPA has the right to request further details (including copies of previously submitted invoices or any documentation required in support thereof) in order to establish its claim for an Input Tax Credit (“ITC”) or rebate in respect of any GST incurred by the OPA in connection with the Contract. The Consultant shall co-operate to the reasonable extent necessary in providing such documentation to the OPA on a timely basis. 14. Safety The Consultant will comply with all relevant safety rules and regulations, including, without limiting the generality of the foregoing, those established by OPA or those made applicable by the laws of Ontario. The Consultant will maintain all necessary insurance coverage that is reasonable or required by law. 15. Inspection and Warranty The OPA’s authorized representative will have the right to inspect the work and the deliverables at all times and may reject any part thereof which is found to be inappropriate or otherwise not in accordance with specifications and statements set out in the Contract or otherwise required by law, within reasonable professional standards. The Consultant, at no additional cost to OPA, will promptly redo any of the work so rejected. This will include, but is not limited to, all reports, policy manuals, implementation plans and written work (howsoever recorded, that is, whether written or on digital media) and data prepared by the Consultant under the contract which are found, within a period of one year from date of transmittal to the OPA, to be incomplete or inaccurate due to a failure to comply with the Contract or with said specifications and standards. 16. Progress Reports The Consultant will forward to the OPA representative, with each invoice, a progress report for that billing period, showing the progress of the work. This report may be incorporated into the normal monthly invoicing process. Such report will also include a summary of the costs to date in sufficient detail to Consulting Contract XXX and Ontario Power Authority date Page 7 of 12 provide the OPA with an actual picture of the amount expended under the Contract to that date, estimated cost to completion of the work, and an explanation of any variance from the original estimate. 17. Completion of the Work The Consultant will diligently endeavour to complete the work and deliverables required under the Contract in accordance with the schedule set forth in the Contract and, if necessary, will increase the level of effort/resources necessary to ensure the schedule is maintained. Any price or funding limitations will not be exceeded without OPA’s written authorization, notwithstanding any extra efforts required to maintain schedule. 18. Termination Unless otherwise agreed in the contract, either party may terminate the work or any portion of the work under the Contract for any reason upon 30 days written notice. Unless otherwise agreed between the Consultant and the OPA, upon termination the OPA will be obligated to pay the Consultant only for work effort expended (based on the deliverables or parts thereof provided by the Consultant to the OPA which meet the specifications of the Contract) and expenses incurred prior to the expiry of the notice period. The Consultant will not undertake any further commitment after receipt of notice of termination. Either party may terminate the Contract in the event that the other party breaches the Contract and such breach is not cured to the reasonable satisfaction of the non-breaching party within 15 days of written notice of such breach. However, in the case of a material breach, the Contract is deemed terminated immediately upon breach. In the case of OPA’s breach, the Consultant has no further obligation to provide services. In the case of the Consultant’s breach, the OPA has no further monetary obligations. 19. Proprietary Rights Both parties will retain all rights to methodology, knowledge, and data brought to the work and used therein. No rights to proprietary interests existing prior to the start of the work are passed hereunder other than rights to use same as provided for below. The Consultant will not knowingly incorporate into the work any data, software or hardware the use of which by OPA violates the proprietary rights of third parties. All title and beneficial ownership interests to all intellectual property, including copyright, of any form, including, without limitation, discoveries (patented or otherwise), software, data (hard copied and machine readable) or processes, conceived, designed, written, produced, developed or reduced to practice in the course of the work will vest in and remain with OPA. Furthermore, the Consultant agrees to waive any moral rights that it has, and/or cause its employees to waive any moral rights they may have, in the work. The Consultant will not do any act which may compromise or diminish OPA’s interests as aforesaid. The Consultant grants to OPA a non-exclusive paid up license to use any data and other proprietary items incorporated into the work by the Consultant hereunder. The Consultant may, by prior written notice and written acknowledgment by OPA’s representative, reserve the right to incorporate into the work data or other proprietary property for the use of which the Consultant wishes to charge a fee. If said notice and acknowledgment are not executed prior to the incorporation, the Consultant will be deemed to have waived any such fee. OPA will have the right to exploit such data and property and to license same to third parties provided that such licenses contain reasonable reservations of proprietary rights in favour of the Consultant (which may be included in a general reservation, but will contain the same order of legal protection as the Consultant uses when distributing such data or property to third parties) or provided the use of same does not reveal information proprietary to the Consultant. Except as required in the performance of the work or as authorized in writing by the owner, or as required Consulting Contract XXX and Ontario Power Authority date Page 8 of 12 by applicable law (including the Freedom of Information and Protection of Privacy Act (Ontario) and the Personal Information Protection and Electronic Documents Act (Canada)), each party will keep confidential all proprietary information of the other, including, without limitation, all unpublished business and technical information, papers, or records, however produced. These obligations of confidentiality will survive completion and/or termination of this Agreement and will apply for a period of five years from the date of the last invoice submitted by the Consultant hereunder. 20. Compliance with Privacy Laws In this section, “Personal Information” means any information about an identifiable individual, which before or after the date of the Contract, is exchanged, disclosed, transferred, stored, warehoused, accessed, processed, handled or in any way made available to the Consultant. “Privacy Laws” includes the Personal Information Protection and Electronic Documents Act (Canada), Freedom of Information and Protection of Privacy, Ontario (FIPPA), and the provisions of any other applicable municipal, provincial or federal or other laws, regulations, decisions, orders, judgments and rulings or regulatory requirements applicable to either party to our agreement from time to time that address the collection, use, transfer or disclosure of Personal Information. The Consultant agrees to comply with all Privacy Laws applicable to either it or OPA in relation to Personal Information and shall refrain from taking any action that could cause OPA to be in noncompliance with any such Privacy Laws. The Consultant agrees to name a person (or persons) to be responsible for ensuring compliance with the obligations of this section and shall advise OPA of the name of such individual and any replacement(s). The Consultant agrees to reasonably cooperate with OPA in connection with any access requests for Personal Information as provided for in the Privacy Laws. The Consultant agrees to amend Personal Information as required by the Privacy Laws, only upon receiving instructions to do so from OPA, its personnel or any other individual to whom the Personal Information relates. The Consultant agrees, within 10 business days, to return to OPA or destroy all Personal Information that is no longer necessary to fulfill the purpose(s) for which it was made available, unless otherwise instructed by OPA or required by law. 21. Confidentiality, Conflict of Interest, Non Solicitation and Restrictive Covenant In due course, detailed policies regarding Confidentiality, Conflict of Interest, Non Solicitation and Restrictive Covenant may be developed by the OPA and included as amendments to this Agreement. The Consultant agrees not to divulge or communicate to any person or use for a purpose other than delivering the work required under this contract without OPA’s prior written consent, any of the trade secrets or other secret or confidential, technical or commercially sensitive information belonging to OPA or its officers, stakeholders and/or third parties (the “Confidential Information”), whenever received by the Consultant and in whatever capacity. The Consultant shall limit the disclosure of the Confidential Information to only those of its employees who have a need to know it and who have been specifically authorized to have such disclosure. The Consultant shall return all of the Confidential Information once the Consultant has completed its work under this contract and shall not retain any copies of the Confidential Information. For the purposes of this clause, and by way of illustration and not limitation, information is prima facie secret and confidential if it relates to either the OPA’s or its stakeholders and/or suppliers: • Business methods and strategies • Production and delivery capabilities • Clients and details of their particular requirements • Costings, profit margins, and other financial information • Marketing strategies and tactics • Current activities and current and future plans relating to any or all of: development, production or sales/supply including the timing of all or any such matters • The development of new products, services or methods Consulting Contract XXX and Ontario Power Authority date Page 9 of 12 • • • • • • Production, operation or design secrets Raw materials Research and development Inventions Formulae and formulations Methods of treatment, processing, manufacture, construction, production, process and any confidential controls including quality controls. These restrictions will continue to apply after the termination of this Contract, without limit in time but will cease to apply to information which enters the public domain otherwise than through unauthorized disclosure by the Consultant. Subject to the Consultant’s obligations to OPA under this Contract, the Consultant may engage in other commercial activities which are consistent with and do not conflict in any way with the provision of services to the OPA. Engagements for which the subject matter relates to jurisdictions outside of Ontario, or which relates to topics other than generation, shall by definition be considered to be not in conflict. Where the Consultant foresees that conflict may arise, the Consultant shall bring the matter to the attention of the OPA, which shall not unreasonably deny the Consultant the right to proceed with the potentially conflicting engagement. 22. Accounts and Right to Audit The Consultant will keep proper accounts and records of the work in form and detail satisfactory to OPA. Such accounts and records, including invoices, receipts, time cards and vouchers will be open to audit, inspection and copying by OPA with 48 hours advance notice. Accounts and records will be preserved and kept available for audit until the expiration of two years from the date of completion or termination of the work. 23. Force Majeure If the performance of the Contract, or any obligations thereunder, is prevented, restricted, or interfered with by reason of: fire, flood, earthquake, explosion, or other casualty or accident or act of God; strikes or labour disputes; inability to procure or obtain delivery of parts, supplies, power or software from suppliers; failure, delay, interruption or other adverse impact caused by telecommunications carriers, internet service providers, and other intermediaries; war or other violence; any law, order proclamation, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond the reasonable control of the affected party (a “Force Majeure”), the party so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected will take all reasonable steps to avoid or remove such Force Majeure and will resume performance hereunder with dispatch whenever such causes are removed. 24. Severability If any provisions of the Contract will for any reason be held illegal or unenforceable, such provision will be deemed separable from the remaining provisions of the Contract and will in no way affect or impair the validity or the enforceability of the remaining provisions of the Contract. 25. Rates The Consultant will complete the Deliverables as described in the detailed Work Plan included herein as Appendix A for fees and time period. This Contract, and the costs incurred under it, are to be viewed as cost-sensitive in regards to the use of resources. The parties hereby acknowledge and agree that the Consultant will at all times make costeffective and judicious decisions regarding the contracting for, the allocation of, or the use of, such higher-cost resources, considering their use primarily as a supervisory tool to manage or supplement the Consulting Contract XXX and Ontario Power Authority date Page 10 of 12 use of lower-cost resources. The parties further agree that lower cost resources will be utilized to the fullest extent possible without compromising the quality of the deliverables under this Contract. In any event, the total fees, inclusive of expenses and taxes other than GST, which are charged to successfully accomplish the Deliverables shall not exceed $XXXXX. 26. Agreement The Consultant hereby agrees to do the work and to provide the Deliverables as indicated in this and related documents in consideration of the Ontario Power Authority paying in accordance with the Rates and the terms, conditions, and provisions outlined in these documents. The Consultant(s) acknowledges they have carefully examined this and the related documents and have a clear and comprehensive knowledge of the work to be performed and the Deliverables that are required and agree to finalize and execute the Contract in accordance with the above-noted documents. IN CONSIDERATION OF the background and the mutual covenants and agreements contained herein, the parties agree to be bound by this Contract including all parts and Appendices. IN WITNESS WHEREOF the parties hereto execute this Agreement under the hands of their respective proper officers duly authorized on their behalf, on the date(s) set out below. __________________________________ Name Title Ontario Power Authority ___________________________________ Date __________________________________ Name Title Company / Consultant Name ___________________________________ Date Consulting Contract XXX and Ontario Power Authority date Page 11 of 12 APPENDIX A WORK PLAN FOR XXX Timelines Deliverable Consulting Contract XXX and Ontario Power Authority date Page 12 of 12