Standard Form of Agreement Between Client and Prime Consultant

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STANDARD FORM OF AGREEMENT
BETWEEN CLIENT AND PRIME CONSULTANT
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Project No.:
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DMA Project No.:
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STANDARD FORM OF AGREEMENT
BETWEEN CLIENT AND PRIME CONSULTANT
INSERT PROJECT NAME
Enter Consultant Name
Project No.:
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DMA Project No.:
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Funding Program:
Enter Program
AGREEMENT
THIS AGREEMENT made at
Enter name of municipality
,
in the Province of Newfoundland and Labrador, on this day of
.
BETWEEN:
ENTER NAME OF OWNER
(“The Client”)
AND:
ENTER NAME OF CONSULTANT
(“The Prime Consultant”)
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
expressed, and as amended, the Parties agree as follows:
I.
Definitions
In addition to the terms defined in the Special Terms and Conditions attached as Schedule “B”,
(if any), and the General Terms and Conditions attached as Schedule “C”, the following words
and phrases shall have the following meanings:
a.
“Contract Documents” shall mean and include:
i. This head agreement (the “Head Agreement”);
ii. The Scope of Work attached as Schedule “A”;
iii. The Special Terms and Conditions attached as Schedule “B”;
iv. The General Terms and Conditions attached as Schedule “C”; and
v. Protocols for Security of Government Information on Information Technology assets
of Contractors attached as Schedule “D”.
b.
“Representatives” mean directors, officers, employees, consultants, sub-consultants
agents, advisors or partners.
II.
The Prime Consultant's Work
The Prime Consultant shall do all things necessary to fulfill and carry out all of the obligations
of the Prime Consultant as set out in the Contract Documents (the “Work”).
Revision Date: July 20, 2012
DMA PCA
Page 2 of 33
III.
Entire Agreement
It is hereby agreed that the Contract Documents constitute the entire agreement between the
parties (the “Agreement”). There are no understandings, representations or warranties of any
kind except as expressly set forth herein. No changes, alterations or modifications or
amendments of this Agreement shall be effective unless made in writing and signed by those
persons designated for such purpose. This Agreement may be amended or otherwise modified
by e-mail.
IV.
Representations and Warranties
The Prime Consultant hereby represents and warrants that every fact stated or represented by
the Prime Consultant or its Representatives to the Client in connection with any proposal made
by the Prime Consultant in respect of the Work is true and agrees that the Client shall be
conclusively deemed to have relied on each such representation or statement in entering into
this Agreement.
V.
Conflict Between Provisions
In the event of any conflict or inconsistency between provisions in the Contract Documents, the
Contract Documents shall have precedence as follows: first the Head Agreement, second the
Special Terms and Conditions, third the General Terms and Conditions, fourth the Protocols
for Security of Government Information on Information Technology assets of Contractors, fifth
the Scope of Work, and last, any documents incorporated by reference in any of the foregoing.
VI.
Start and Completion Date
The Prime Consultant shall commence activities in relation to the Work with the start and
completion dates mutually agreed upon as follows:
Start Date:
Completion Date:
VII.
Effective Date
The effective date of this Agreement shall be the earlier of the start date referred to in Clause
VI or the date on the first page of this Head Agreement.
VIII.
Paragraph Numbering
In the event that the General Terms and Conditions are modified by the Special Terms and
Conditions, the numbering references in the General Terms and Conditions shall remain
unchanged.
IX.
Counterparts
This Agreement may be executed in any number of counterparts, each of which will be
Revision Date: July 20, 2012
DMA PCA
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considered an original of this Agreement, and which together will constitute one and the same
instrument. No Party will be bound to this Agreement unless and until all Parties have executed a
counterpart. A facsimile signature or an otherwise electronically reproduced signature of either Party
shall be deemed to be an original.
Enter Name of Client
Signing Officer
Witness or Signing Officer
Date
Date
Enter Name of Prime Consultant
Signing Officer
Witness or Signing Officer
Date
Date
Revision Date: July 20, 2012
DMA PCA
Page 4 of 33
SCHEDULE “A”
SCOPE OF WORK
BETWEEN PRIME CONSULTANT AND CLIENT
INDEX
Part 1
DEFINITIONS .......................................................................................................... 6
Part 2
RESPONSIBILITIES ................................................................................................ 7
Part 3
GENERAL REQUIREMENTS .................................................................................. 9
Part 4
BASIS OF PAYMENT SCHEDULE ........................................................................ 11
Schedule I
Project Description
Schedule II
Basic and Other Additional Services Fees
Schedule III
Additional Reimbursement Expenses
Schedule IV
Project Schedule
Schedule V
Other General Requirements
Revision Date: July 20, 2012
DMA PCA
Page 5 of 33

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