THIS CONTRACT IS MADE ON
BETWEEN:
THE GOVERNMENT OF THE NORTHWEST TERRITORIES
as represented by the Minister of Health and Social Services
(referred to in the contract as the "Department")
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MED-EMERG INTERNATIONAL INC.
(referred to in the Contract as "the Contractor")
PURPOSE:
The Department requires the services of the Contractor to provide develop
an integrated strategic plan for the delivery of health and social
services in the Northwest Territories. The Contractor agrees to do this.
This document sets out the complete terms and conditions of the contract
between the Department and the Contractor, including the amount of money
to be paid by the Department to the Contractor.
SERVICES AND PAYMENT:
1. The Contractor shall provide to the Department those Services which are
described in Schedule "A" of this Contract. It is understood that Schedule
"A" was originally the Terms of Reference prepared by the Department to
obtain proposals to perform the services required by the Department. Those
terms of reference now form part of the Contract between the Department
and the Contractor. Schedule "B" which is attached and forms part of this
contract, contains the proposal that the Contractor prepared. It sets out
how the Contractor will carry out the services in Schedule "A". Schedule
"A" overrides Schedule "B" if there is a conflict.
2. The Department shall pay for the services under this Contract up to
$701,750.00 (seven hundred and one thousand seven hundred and fifty)
Dollars according to Schedule "C", unless the Contract is terminated
before that full amount is payable.
3. This contract is in effect from December 17, 1996 until May 31, 1997
unless it is terminated before then or renewed for a longer period.
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4. Xxxxx Xxxxxxx, Deputy Minister, shall be the person to contact for the
purpose of communicating with the Department. Xxxxxx St. Xxxxxxxx,
Director, Financial and Management Services, shall be the person to
contact for invoices and contract payment.
RECORDS TO BE KEPT:
5. The Contractor shall keep current and proper accounts and records of the
services it provides under this Contract. It shall keep these records for
five years after the end of the Contract. The Department may ask the
Contractor to produce the accounts and records at any reasonable time
during the period of this contract and for five years afterward, and upon
such a request the Contractor shall produce the accounts and records. Upon
termination of this Contract the Contractor will deliver to the
Department all papers and property belonging to the Government of the
Northwest Territories.
INSPECTION:
6. The Contractor agrees to allow the Department the right to inspect the
premises, programs, books, records and accounts of the Contractor at any
reasonable time to ensure that the service are being provided according to
Schedules "A" and "B".
CONFIDENTIALITY
7. The Contractor agrees that the information it obtains while providing
services under this Contract are confidential. Unless the Department gives
written approval in advance, the Contractor shall not release, allow media
coverage or publish any information it obtains under this Contract. This
includes information on past or present clients of the program. This duty
shall survive any termination of this contract.
LEGAL RESPONSIBILITY AND PROTECTION AGAINST LOSS INJURY OR DAMAGE
8. The Contractor shall indemnify and hold harmless the G.N.W.T., its
officers, employees, servants and agents from and against all claims,
actions causes of action, demands, losses, costs, damages, expenses,
suits or other proceedings by whomsoever made, brought or prosecuted in
any manner based upon or related to the activities of the Contractor under
the contract.
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9. The Contractor shall be liable, to the G.N.W.T. for any loss or damage to
property or equipment that is supplied to or placed in the care, custody
or control of the Contractor for use in connection with the contract
whether or not such loss or damage is attributable to causes beyond the
Contractor's control.
10. In the event that the Contractor is, in the opinion of the Contracting
Authority in default in respect of any obligation of the Contractor
hereunder, the G.N.W.T may perform any act as it deems necessary to
rectify such default and the G.N.W.T may deduct or set off the cost of
such rectification due the Contractor.
INSURANCE
11. Without limiting the indemnity given to the Department by the Contractor,
the Contractor shall keep a policy of insurance according to Schedule "D".
AMENDMENT AND ASSIGNMENT
12. This Contract can only be amended by both the Department and the
Contractor agreeing to the change in writing.
13. (A) This Contract may assigned by the Department and the assignee shall
have all the rights and be subject to all the obligations of this
Contract in favour of or against the Department. Notice of the
assignment will be given in writing to the Contractor.
(B) The Contractor consents to any such assignment and acknowledges that
it shall continue to be bound by all the terms of this Contract
after the assignment.
14. The Contractor may not assign or delegate work to be done under this
contract without the Department agreeing to that in writing. If the
Contractor wishes to assign any money owing to it under this Contract, the
Contractor is aware that this can only happen if the Comptroller General
of the Northwest Territories agrees in writing.
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TERMINATION
15. (A) With 30 days notice:
This contract may be terminated by the Department giving the
Contractor 30 days written notice. The Department shall pay an
amount of money to the date of termination which covers the services
completed up to the time the Contract ends.
(B) Upon breach of conditions by the Contractor:
If the Contractor does not carry out any of its duties under the
Contract, the Department shall be entitled to choose any of the
following options:
1. Deliver written notice of the default. This Contractor shall
immediately correct the problem to the satisfaction of the
Department. If not corrected within 6 days then the
Department can either repair the default and withhold and
deduct the costs of repair, including all labour costs, from
monies owing to the Contractor, or terminate the Contract.
2. Terminate the Contract without notice. The Department shall
pay to the Contractor any amount owing to the Contractor for
services to the date of termination less expenses or costs
incurred by the Department as the result of the Contractor's
default.
3. Terminate the Contract on 30 days notice as set out above.
FINANCIAL PROVISIONS
16. The Contractor is aware of Section 46 of the Northwest Territories
Financial Administration Act which says:
An expenditure pursuant to a contract will be incurred only if there
is a sufficient uncommitted balance in the appropriate item for the
fiscal year in which the expenditure is required under the Contract.
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GENERAL MATTERS
17. THE term "Contractor" includes all officers, employees, servants and
agents of the Contractor as makes sense under the contract.
18. The Contractor is an independent contractor and is not an employee of the
Department or the Government of the Northwest Territories. The Contractor
is responsible for any deductions required by law, such as for pension
plans, unemployment insurance, worker's compensation or income tax.
19. The Department and the Government of the Northwest Territories is not
required to pay federal GST and the Contractor shall arrange with the
federal government to claim full input tax credits, if any.
20. If any part of this contract is broken or is not lived up to and carried
out by one side, the other side does not give up its right under the
contract unless it agrees in writing to give up a specific right. An
agreement in writing to give up a specific right only applies for that one
time and not for any future times when the contract is broken or not lived
up to and carried out.
21. This contract in writing is the whole contract between the Department and
the Contractor and nothing else in writing or said orally at any time in
the past adds to, takes away from or changes this contract.
22. No member of the Legislative Assembly shall be permitted to obtain any
share or part of this contract or be entitled to receive any financial
benefit arising from this contract.
23. The Contractor agrees to follow the Business Incentive Policy of the
Government of the Northwest Territories for the purpose of carrying out
this contract.
COPYRIGHT
24. (1) The copyright in all work prepared or submitted in accordance with
this contract belongs to the GNWT.
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NOTICES AND ADDRESSES
25. The Contractor shall notify the Department right away of any claim or law
suit which is made or threatened by anyone which relates in any way to
this contract.
26. If any notice is required under this contract, it shall be in writing and
shall be considered received:
a) right away, if delivered in person;
b) one day after sending it, if sent by fax; or
c) ten days after mailing, if sent by registered mail;
if sent to the Department at:
Xxxxx Xxxxxxx
Deputy Minister
Department of Health and Social Services
X.X. Xxx 0000
Xxxxxxxxxxx, XX X0X 0X0
Phone: (000) 000-0000
Fax: (000) 000-0000
if sent to the Contractor at:
Med-Emerg International Inc.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, XX X0X 0X0
Phone: (000) 000-0000
Fax: (000) 000-0000
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The Department and the Contractor have read, signed and sealed this contract in
front of witnesses on the date stated at the top of the first page.
GOVERNMENT OF THE
NORTHWEST TERRITORIES
_____________________________ _________________________________
Witness Deputy Minister
_____________________________ _________________________________
Witness Contractor
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