This Is The Requested Information For A Previous Question Posted: INITIAL SERVIC

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This Is The Requested Information For A Previous Question Posted:

INITIAL SERVICES 2. Service Provider undertakes that it will deliver such materials, reports and information reasonably requested by OWNER in conjunction with the Initial Services as further described below, including without limitation: (i) a comprehensive Project presentation laying out the proposed scope of the Project, routing alternatives and Service Provider’s recommendations, (ii) a summary of potential environmental considerations that may affect development of the Project, (iii) a preliminary budget for the Project, (iv) a preliminary Project schedule, (v) a monthly accounting report identifying the Third Party Advisors’ fees incurred to date, and (vi) periodic status update reports that provide any information regarding the Project that OWNER may find useful. Without limitation of the foregoing, the Initial Services will include the following: (a) Hire third party advisors, including attorneys, environmental and/or financial consultants and any other representatives deemed necessary or useful to furthering Service Provider’s analysis of how to proceed with the Project (the “Third Party Advisors”); provided, however, that Service Provider shall provide prompt notice to OWNER of all such hires and shall obtain OWNER’s prior consent before (i) hiring any Third Party Advisor whose fees are anticipated to exceed $25,000, or (ii) hiring any Third Party Advisor after the Service Provider has paid more than $100,000 in the aggregate of fees to Third Party Advisors. Service Provider will provide OWNER with each advisor’s name, credentials, fee and any other information reasonably required by OWNER. Service Provider shall be solely responsible for the payment of any Third Party Advisor fees incurred in connection with providing the Initial Services. (b) Provide OWNER with information and analysis regarding possible routing arrangements for the New Pipeline. (c) Advise OWNER of any environmental considerations associated with the potential development and construction of the Project. Service Provider will cause to be provided to OWNER a preliminary environmental analysis of alternative routes, which should include, to the extent practicable: (i) the delineation of wetlands under federal and state law, (ii) an estimate of any potential impacts to wetlands and any required mitigation, and (iii) a description of any pre-existing pipelines that may impact route selection. (d) Advise OWNER of any other risks, including commercial, regulatory, (except in respect of regulatory approvals) or otherwise that could affect the Project. (e) Inform OWNER of timing considerations and any other potential factors that may be material to OWNER in deciding whether to proceed with the Project. (f) Establish a preliminary budget that sets forth a reasonable estimate of all costs that may be incurred in connection with the Project. (g) Establish a preliminary Project schedule that sets forth estimated target dates for completion of relevant Project milestones. (h) Provide specific recommendations to OWNER regarding how to proceed with the Project in a cost-effective, risk reducing manner. Such recommendations shall be based on relative feasibility of construction methods, availability of materials and labor, time requirements for procurement, construction, and other factors related to Project timing and costs, as well as factors related to Project risks. (i) Receive and review invoices from Third Party Advisors and the Service Provider shall pay such invoices provided that (i) the invoiced services have been performed satisfactorily and in compliance with the applicable contract, (ii) the invoiced amount is consistent with the contract, and (iii) the scope of work for which the invoice has been submitted has been completed. (j) Provide OWNER with a monthly report within 10 days of the beginning of each month during the term of this Agreement detailing the Third Party Advisors’ fees incurred by Service Provider during the prior month, the aggregate amount of Third Party Advisors’ fees incurred by Service Provider to date, and the amount of funds remaining in the Segregated Account established by Service Provider in accordance with Section 6 below relating to the payment of such Third Party Advisors’ fees. (k) Keep OWNER informed of the status of the Project and promptly notify OWNER of any changes that might affect development of the Project. Service Provider will report to the undersigned or such other person as OWNER may designate, on a regular basis on all of Service Provider’s activities regarding the matters covered herein. (l) Assist in the arranging and scheduling of meetings and the maintaining of favorable relationships with certain government and business representatives, when deemed desirable to further the Project. (m) Provide OWNER with any other reports, analysis, recommendations or other information that it may reasonably request from time to time. DEVELOPMENT SERVICES 3. The Service Provider will provide written notice to OWNER on completion of the Initial Services and OWNER may request by written notice in a form substantially similar to Exhibit A attached hereto that Service Provider provide the Development Services, as such services may be supplemented by the parties in a written amendment hereto. Service Provider undertakes that it will deliver such materials, reports and information reasonably requested by OWNER in conjunction with the Development Services as further described below, including without limitation: (i) any environmental permits, authorizations or approvals needed to proceed with the Project, (ii) any real estate rights, including rights- of-way, needed to proceed with the Project, (iii) a final Project budget, and (iv) a final Project schedule. Without limitation of the foregoing, if Service Provider agrees to such request, then it will continue to provide the Initial Services, as appropriate, and the Development Services will also include the following, subject to supplementation or amendment as mutually agreed by the parties: (a) Subject to OWNER’s consent on a case-by-case basis, such consent not to be unreasonably withheld, assist with hiring Third Party Advisors. (b) Cause to be prepared an environmental site assessment and such other environmental reports as are necessary or desirable to determine any environmental liabilities associated with the Project. (c) Assist OWNER with applying for and obtaining any real estate rights, licenses, permits or other approvals that are necessary or desirable to complete the Project; provided that to the extent any expenses incurred in connection with such activities exceed $25,000.00, Service Provider will obtain OWNER’s prior consent, such consent not to be unreasonably withheld. (d) Assist OWNER with hiring a contractor (the “Contractor”) to complete the Project and negotiating an engineering, construction and procurement contract (the “EPC Contract”) to be entered into between OWNER and the Contractor on terms that are reasonable and in accordance with standard construction industry practice. The Service Provider shall assist OWNER and use commercially reasonable efforts to secure from Contractor, and any other vendors, suppliers and subcontractors used in connection with the Project, for OWNER’s benefit, such warranties and guarantees as may reasonably be available regarding equipment, materials, supplies, or services purchased for the Project. (e) Establish a final budget that sets forth a reasonable estimate of all costs that may be incurred in connection with completion of the Project and a final Project schedule that sets forth estimated dates for completion of relevant Project milestones, as well as a Project deadline date. The Service Provider shall specify certain construction contingencies that may require extension of the Project deadline date up to a limited period of time.

Explanation / Answer

Provisions to allow the modification of contract terms during the period the parties are working together:-

A contract is a legally binding document between two parties which specifically outlines the duties and benefits that are prescribed to each party.

Each part will have to inform the other party in writing of any type of situation or event that may necessitate a revised or modified contract between the two aforementioned parties due to a revision in scope, character, duration or execution of the services, contract price or any other aspects of the contract. Any revision or change or modification of the contract including all the annexures, shall be valid only if it is in writing signed by or on behalf of the parties hereto.

If there is any modification required in the contract price, the Service Provider shall promptly inform the owner in writing it foresees that the Services cannot be completed according to the contract terms or the contract price specified in the Contract. Such notification will contain a detailed budget follow-up and the clauses which may be disputable as well as a thorough analysis of additional activities which should be performed to complete the Service.

If any of the provision or clauses of the contract is found by a court to be void or unforce able then that provision may be modified in consent with both the parties involved or may be deleted from this contract and the remaining provisions mentioned in the contract will continue in full effect.

Provisions as to who owns the final product of the relationship

The work or services is deemed to belong to the OWNER. Accordingly the Service Provider hereby assigns to the Owner by way of assignment of present and future copyright, the entire product in and to the work and all the other intellectual property rights in the product throughout the world in all media whether now known or in the future developed, for the entire term of the contract and all renewals and extension of the term.

The Owner shall be entitled in its sole discretion and without informing or consulting the Service Provider to change, alter, amend, adapt and modify the work, assign, transfer or license the work, exploit the work and any of its revisions made.

The Service Provider shall ensure that all personnel shall assign any rights they have acquired during their performance of the Services to the Owner and procure that all the personnel consent to the assignment, transfer or license of the work or services and consent to waive their moral rights in respect of the work or the Services.

The work shall be delivered as per the terms of reference mentioned in the contract. If applicable all the services or work rendered should be available for future reviews in form of electronic documents, the copyright of which will strictly belong to the Owner.

This is just a general way in which one can approach the said question if we had any purchase contract to work with.

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