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EA-(NUMBER) A G R E E M E N T THIS AGREEMENT is made the ______ day of ______________, 2020, BETWEEN: CITY OF BURNABY 4949 Canada Way Burnaby, B.C. V5G 1M2 (the “City”) AND: [CONSULTANT’S NAME] [Consultant’s Address] [Consultant’s Address] (the “Consultant”) Whereas the City has requested the Consultant to perform the consulting services hereinafter set out and the Consultant has agreed to perform such services on and subject to the terms and conditions hereinafter contained. Now in consideration of the mutual promises hereinafter contained it is hereby agreed as follows: ARTICLE I - PROJECT 1.1 The Consultant shall perform the consulting services set out in Article II hereof for the following project and branches thereof (the “Project”): [PROJECT DESCRIPTION] ARTICLE II - CONSULTING SERVICES 2.1 The Consultant shall perform the following consulting services for the Project (the “Services”): Consulting services for field survey, drafting, designing, estimating, tendering, contract administration and inspection as outlined in the City’s Request for Proposal dated [date], together with all addenda, and the Consultant's proposal dated [date], both of which are attached and form an integral part of this Agreement. (Deliverable) Page 1 2.2 In the event of a conflict or inconsistency between the terms of the Consultant’s proposal and the terms of either the City’s Request for Proposal or this Agreement, the terms of the City’s Request for Proposal or this Agreement, as the case may be, shall prevail. 2.3 Immediately upon execution of this Agreement, the Consultant shall designate in writing a representative to act as its representative, for the purposes of all communications with the City under this Agreement, such representative to have authority to provide instructions to, and receive information from, the City. The representative shall be available on a reasonably continuous basis during the performance of the Services, and for any periods when the representative is absent or unavailable a replacement representative with equivalent expertise and authority shall be appointed by the Consultant. 2.4 The Consultant shall undertake and perform all Services with such degree of care, skill and diligence as would reasonably be expected from a Consultant qualified in British Columbia to perform services similar in scope, nature and complexity to the Services. The Consultant warrants and represents that the Consultant is qualified and has sufficient expertise and experience to perform expeditiously and efficiently all of the Services in a proper and professional manner to the standard set out above. ARTICLE III – FEES AND PAYMENT 3.1 The City shall pay to the Consultant the following fees for the performance of the Services set out in section 3.2. 3.2 Fees shall be in accordance with the statement contained in the Consultant's proposal dated [date]. The fees for the required Services are estimated to be $[amount], including sub-consultants, disbursements and the G.S.T. and shall not exceed this amount without the prior written approval of the City. 3.3 Disbursements which are included within the Consultant’s fees set-out in section 3.2 include the following: (a) reproduction of information, drawings and documents; (b) travel expenses and living expenses for personnel where authorized by the City; (c) long distance fax and telephone calls; (d) advertising on behalf of the City in connection with applications for permits, approvals, licenses or substantial completion; (e) actual fees and expenses of special consultants when retained with the approval of the City; (f) actual costs of messenger and courier services; (Deliverable) Page 2 (g) actual rental costs of specialized equipment of a kind not normally rented or owned by the Consultant; and (h) fee paid to obtain any required record information or data. The cost of all disbursements may be increased up to a maximum of 5 percent to cover office services and cost of handling. 3.4 Payment (a) The Consultant shall be entitled to payment of the fees set out in section 3.2 in increments based upon satisfactory completion of defined components of the Services as set out in Schedule “A” to this Agreement. Upon completion of any component specified in Schedule “A”, the Consultant may submit to the City an invoice for the corresponding Consultant’s fees specified for that component. (b) Not more frequently than monthly, the Consultant may submit to the City an invoice for the Consultant’s disbursements, and any charges of sub-consultants retained by the Consultant upon the City’s request as provided in this Agreement. (c) Each invoice shall be accompanied by such supporting documentation as may reasonably be required by the City. (d) The City shall pay such invoices in full within thirty (30) calendar days of receipt. If the City reasonably determines that the full amount of an invoice is not owing, then the City will pay the amount it determines is owing, and forthwith provide the Consultant with written reasons for any deduction in the amount of the invoice. (e) Accounts unpaid by the City thirty (30) calendar days after presentation shall bear monthly interest calculated at 2% per annum until payment is made, except for amounts for which the City has provided written reasons for deduction in accordance with section 3.4(d) of this Agreement. Such interest shall be calculated and added to any unpaid amounts on a monthly basis. (f) The payment of the Consultant’s fees and disbursements shall not be contingent upon the construction or installation of the work designed by the Consultant or upon the outcome of any proceedings pending before a Court, arbitration tribunal or similar body to which the Consultant is not a party. (g) Any fees due to the Consultant shall be paid to the Consultant whether or not any payment is made to or withheld from any contractor. (Deliverable) Page 3 3.5 Compensation for Extra Work and Changes to the Scope of Services If it shall become necessary for the Consultant to make any changes in any designs, drawings, plans, or specifications for any part of the work for reasons over which the Consultant has no control, or if the Consultant is put to any extra work, cost or expense by reason of any act or matter over which the Consultant has no control, the Consultant shall be compensated for such changes or extra work either on a “Per Diem Rate” basis or a “Time” basis at the option of the City; provided that prior to the commencement of such changes or extra work the Consultant shall notify the City in writing of the Consultant’s intention to make such changes or to carry out such extra work and that the Consultant shall keep separate cost records in respect to such changes or extra work. 3.6 Special Services (a) The City shall reimburse the Consultant for all permit and examination fees paid out by the Consultant. (b) In the event it is necessary for the Consultant to engage any sub-consultants or sub-contractors to perform any part of the Services, the Consultant will require each and every sub-consultant or sub-contractor to be insured in the exact same manner as described in Appendix A of the City’s Request for Proposal, with both the Consultant and the City as additional insureds; however, if the sub-contracted works will involve drilling or other sub-surface investigations the Consultant will so advise the City and seek instructions from the City as to what further insurance may be required of the sub-consultant or sub-contractor. (c) If the Consultant considers it necessary to engage a specialist, the City shall reimburse the Consultant for the specialist's fee and out-of-pocket expenses, provided that the Consultant shall not engage any specialist without first obtaining the City’s approval in writing. (d) The Consultant shall not be required to prepare for nor to appear in any litigation on behalf of the City unless the Consultant is compensated therefor either on a “Per Diem Rate” basis or on a “Time” basis at the option of the Consultant. ARTICLE IV - GENERAL TERMS AND CONDITIONS 4.1 Living Wage (a) The parties acknowledge and agree that the City is a certified Living Wage Employer by the Living Wage for Families Campaign and, in connection with such certification, the City requires the Consultant and its sub-consultants, sub- contractors and other employers with workers carrying out any portion of the Services on the Project Site (as defined in Schedule “B”) to comply with the City’s Living Wage Policy for Service Providers. (Deliverable) Page 4
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