DILLON CONSULTING LIMITED

SHORT FORM AGREEMENT FOR SUB-CONSULTANT SERVICES

1. DILLON

Project Name
Dillon Project Number
Managing Office Address
Sub-Consulting Assignment

2. SUB-CONSULTANT

Name
Office Address

Dillon Consulting Limited and the Sub-Consultant have agreed that the Sub-Consultant will perform the following services in accordance with the provisions included in this Form, the attached Standard Terms for Sub-Consulting Agreements and any other listed attachments to this Form. This Agreement supersedes all prior agreements and understandings for this project and may only be changed by mutually agreed written amendment. This Agreement shall be governed by the laws of (insert jurisdiction) and the venue for any litigation shall be (insert district/city).

3. SCOPE OF SERVICES [Refer to Standard Terms for insurance and other requirements.]

Description of Services:

4. COMPENSATION (taxes [GST/HST/PST] as applicable are extra):[Refer to Standard Terms for billing and

payment provisions.]

Maximum Authorized / $
Compensation Description

5. ADDITIONAL OR AMENDED TERMS:

6. ATTACHMENTS FORMING PART OF THIS AGREEMENT:

1. / Standard Terms For Sub-Consulting Agreements ( Revised July 12, 2010)
2.

7. SIGNATURES:

Sub-Consultant
(Signatory must have the authority to bind the Sub-Consultant) / Dillon Consulting Limited
Signature
Name (Printed)
Title
Date

DILLON CONSULTING LIMITED

SHORT FORM AGREEMENT FOR SUB-CONSULTANT SERVICES

It is understood and agreed that the signing of a facsimile copy or portable document format (PDF) copy of this agreement and any amendments thereto shall have the same effect as the signing of an original. The parties agree that the retention of an electronic version of this agreement is permitted and the subsequent production of an electronic version of this document shall be treated as if it was the production of an original signed copy.

March 23, 2012

DILLON CONSULTING LIMITED

SHORT FORM AGREEMENT FOR SUB-CONSULTANT SERVICES

STANDARD TERMS FOR SUB-CONSULTING AGREEMENTS

(July 12, 2010)

DILLON CONSULTING LIMITED

SHORT FORM AGREEMENT FOR SUB-CONSULTANT SERVICES

1.Billing and Payment

Dillon Consulting Limited (Dillon) shall only be obligated to reimburse Sub-Consultant for the performance of Work completed in accordance with the Agreement and authorized in writing by Dillon.

Unless otherwise agreed, Sub-Consultant shall provide monthly invoices to Dillon. Invoices shall include:

  • necessary supporting documentation
  • a summary of the current billing and cumulative billings to date
  • the current maximum amount authorized under the Agreement.

Dillon shall make reasonable efforts to include Sub-Consultant’s invoice as expeditiously as possible in Dillon’s invoice to its client. Dillon shall pay Sub-Consultant within two weeks of receipt of payment from Dillon’s client.

Sub-Consultant shall promptly pay for all labour, services, materials and equipment used by Sub-Consultant in the scope of services and shall maintain all property free and clear of related liens.

2.Insurance

Unless otherwise stipulated in the Agreement, Sub-Consultant shall maintain throughout the term of the Agreement the following insurance coverage:

  • professional liability insurance, including environmental liability coverage, with minimum limits of $1,000,000 per claim and in the aggregate
  • commercial general liability (CGL) insurance with minimum limits of $1,000,000 per occurrence and in the aggregate
  • comprehensive automobile and vehicle liability insurance with minimum combined single limits of $1,000,000
  • worker’s compensation coverage to statutory limits.

Sub-Consultant shall provide certificates verifying the required coverage. CGL certificates shall name Dillon as an “additional insured”.

3.Sub-Consultant Performance

Sub-Consultant shall render services to Dillon in a timely manner with that degree of care, skill and diligence normally provided by others in the performance of services of a similar nature. Sub-Consultant shall re-perform any services not meeting this standard without additional compensation. If such deficient services are not corrected in a timely manner, Dillon may cause these to be corrected and deduct reasonable costs incurred from Sub-Consultant’s compensation.

Sub-Consultant responsibilities shall include but not be limited to:

  • compliance with all applicable codes, laws and regulations
  • health and safety of its employees, sub-contractors and agents
  • all acts and omissions of its employees, sub-contractors and agents
  • securing all permits, fees and licenses necessary for its scope of services.

4.Termination

Dillon may terminate this Agreement for convenience or cause by giving Sub-Consultant written notice of such termination. In the event of termination, an equitable adjustment of compensation payable to the Sub-Consultant shall be made. Upon receipt of any notice of termination, Sub-Consultant shall immediately stop performance of the services to the extent called for in such notice. Indemnities and confidentiality requirements shall survive the termination of this agreement.

5.Indemnification

Sub-Consultant agrees to indemnify and hold harmless Dillon from and against liability arising out of negligent performance of the services provided for in this Agreement by Sub-Consultant or anyone for whom the Sub-Consultant is legally liable.

6.Confidentiality

Except as required by law or authorized in writing by Dillon, Sub-Consultant shall not disclose to third parties any information produced, developed or obtained in connection with the performance of services under this Agreement.

7.Independent Consultant

Sub-Consultant is an independent consultant and shall maintain complete control of and responsibility for its employees, subcontractors and agents. Sub-Consultant shall be solely responsible for the means and methods of carrying out the agreed scope of services.

  1. Prime Contract

Dillon has made a contract (the “Prime Contract”) with its client. A copy of the terms and conditions of the Prime Contract that are relevant to Sub-Consultant’s responsibilities is attached and shall apply. In the event of conflict between a provision of the Prime Contract and a provision of this Agreement, the stricter provision shall apply.