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Sub-Consulting Services Agreement

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This is a document that creates a working agreement between a consultant and a sub-consultant. The sub-consultant will work under the consultant’s control and direction for all tasks specified in the agreement. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This document is ideal for small businesses or other entities that offer consultation services and want to hire a sub-consultant for additional assistance.

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									This is a document that creates a working agreement between a consultant and a sub-
consultant. The sub-consultant will work under the consultant’s control and direction for
all tasks specified in the agreement. This document contains numerous standard
provisions that are commonly included in these types of agreements, and may be
customized to fit the specific needs of the contracting parties. This document is ideal for
small businesses or other entities that offer consultation services and want to hire a sub-
consultant for additional assistance.
SUB-CONSULTING SERVICES AGREEMENT (Short Form)

AGREEMENT made as of _________ ____, 200__,

BETWEEN
Consultant                                       [insert Consultant name and address]

                                                 Telephone:
                                                 Facsimile:
and the Subconsultant:                           [insert Subconsultant name and address]

                                                 Telephone:
                                                 Facsimile:

The Project is:                                  [describe Project]




THIS SUBCONSULTING SERVICES AGREEMENT ("Agreement"), effective as of the date set forth above, is
between Consultant and Subconsultant, who state and agree as follows:


ARTICLE I: Work Orders and Prime Agreement. Subconsultant's scope of Work ("Work"), the time
schedule (“Schedule”), and payment terms are to be set forth in a written Work Order to this Subcontract,
executed by authorized representatives of the parties. The Work Order shall reference the Consulting
Services Agreement (“Prime Agreement”) between Consultant and the [insert full legal name of client]
("Client") pursuant to which the Work is authorized. The Prime Agreement is hereby incorporated into
and made a part of this Agreement by this reference. With respect to the Work, Subconsultant agrees to
be bound to Consultant in the same manner and to the same extent as Consultant is bound to the Client
under the Prime Agreement. In the event of conflict between a provision of the Prime Agreement and this
Agreement, the provision which imposes the more stringent requirement on the Subconsultant will prevail.
Performance and payment bond requirements, if any, shall be as specified in the Prime Agreement or
Work Order. All lower tier Subconsultants shall be subject to the approval of Consultant.
The Prime Agreement is available for examination by Subconsultant at all reasonable times at the office
of Consultant. Subconsultant represents and agrees that it has carefully examined and understands the
Prime Agreement relevant to the Work; has adequately investigated the nature and conditions of the
Project site and locality; has familiarized itself with conditions affecting the difficulty of the Work; and has
entered into this Agreement based on its own examination, investigation and evaluation and not in
reliance upon any opinions or representations of Consultant.
ARTICLE II: Payment. Subconsultant's charges shall be specified in separate Work Order(s). All charges
shall be deemed to include all taxes and all other charges levied by any government agency on
Subconsultant relating to the Work. Unless otherwise specified, the frequency of invoicing shall be
monthly. Subconsultant agrees to provide such supporting documentation for each invoice as Consultant
or Client may reasonably require. Provided that a properly completed, documented invoice is delivered to
                     nd
Consultant by the 2 calendar day of the month payment will be made to Subconsultant within ten (10)
calendar days of the date payment is received from Client by Consultant for Work covered by
Subconsultant's invoice, and in no event later than as required by law. In the event of non-payment by
Client, both Parties shall cooperate in seeking payment from Client. Final payment shall be made upon
completion and acceptance of the Work by Consultant and Client. Payment of any invoice by Consultant
shall not imply inspection, approval, or acceptance of the Work by Consultant or Client.

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ARTICLE III: Schedule and Delays. Time is of the essence in this Agreement. Subconsultant shall
notify Consultant immediately by telephone, and confirm in writing within five (5) business days, of any
event or condition impairing its ability to meet the Schedule, together with proposed revisions to the
Schedule. Delays caused by matters outside of Subconsultant's control shall be excusable, to the extent
allowed under the Prime Agreement, but shall be compensable only: (1) if and to the extent that additional
compensation is obtained by Consultant from Client for such delays; and (2) to the extent that
Subconsultant could not have reasonably anticipated and mitigated the effects of such delays.
Subconsultant waives any other claim for compensation based on delays.

ARTICLE IV: Changes and Additional Compensation. Consultant, by written order (hereinafter
"Change Order"), may make changes in the Work including, but not limited to, increasing or decreasing
the Work or directing acceleration in the performance of the Work. Where practicable, Consultant and
Subconsultant shall negotiate prior to the issuance of a Change Order the amount of any charge or
Schedule change related to the Change Order. In the event the Parties cannot agree, Consultant may
issue the Change Order, the Subconsultant shall proceed with the Work, and the Parties shall attempt to
resolve the disagreement in accordance with the Dispute provisions of this Agreement. Whenever an
event occurs or condition arises which Subconsultant considers a basis for additional compensation or
time, Subconsultant shall so notify Consultant immediately by telephone, and confirm in writing within five
(5) business days, after the occurrence of the event or discovery of the condition, providing detailed
information to substantiate Subconsultant's position. Failure to timely comply with this requirement shall
constitute a waiver of Subconsultant’s claim. The liability of Consultant to Subconsultant for additional
compensation or time related to any Change Order shall be limited to additional compensation authorized
or time allowed by CLIENT for Subconsultant's Work.
ARTICLE V: Insurance. Subconsultant agrees that it will procure and maintain, at its expense, during the
terms of the agreement, the insurance coverage(s) listed below, with at least the limits of liability as set forth
below, and upon such other terms and conditions as are customarily included in such lines of insurance
written for companies in the same type of business as Subconsultant.


           Required Insurance Coverage and Limits

                                                                          STATUTORY
   (1)    Workers’ Compensation

          Worker’s compensation insurance complying with the laws                         of   the   State   of
          ____________________ and any other state of applicable jurisdiction;

   (2)    Employer's Liability                                            $           per occurrence
                                                                          $           per occurrence and
   (3)    Commercial General and Contractual Liability
                                                                          aggregate
          Commercial general liability including contractual liability in the combined single limit of
          $X,XXX,XXX per occurrence and in the aggregate to apply on a per project basis. Such
          insurance to include completed operations insurance;

   (4)    Automobile Liability                                            $           per occurrence
          Automobile liability insurance in the amount of $X,XXX,XXX per occurrence for bodily injury
          and for property damage combined;
                                                                 $          per occurrence and
   (5)    Umbrella Liability
                                                                 aggregate
          Excess liability in the amount of $X,XXX,XXX per occurrence/aggregate




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   (6)    Professional Liability                                           $            per claim / aggregate

          The Professional Liability Insurance shall be written by a nationally recognized insurance
          company authorized and qualified to do business in the State of ___________ and rated "A" or
          better by A. M. Best & Company, with minimum limits of $X,XXX,XXX with a maximum
          deductible or self insured retention of $XX,XXX. The Professional Liability Insurance Policy shall
          provide that the insurance carrier will promptly notify Consultant of any failure by Subconsultant
          to renew such policy on each anniversary date of the policy for a period of at least five (5) years
          from the completion of the Project. Subconsultant shall keep the policy in full force and effect for
          a period of five (5) years following completion of the Project. Subconsultant shall deliver to
          Consultant a certificate of insurance evidencing the aforesaid policy at least once each year
          following the date of this Agreement and for a period of five (5) years after completion of the
          Project.

No payment shall be made to Subconsultant under this Agreement until Consultant has received evidence that the
required insurance is in place. Prior to commencing performance of the Work and Services hereunder, Subconsultant
shall furnish certificates of insurance to Consultant evidencing compliance with the requirements of this Article VI.,
adding Consultant, the Client, and any other party(ies) identified by Consultant in Exhibit A and elsewhere in the
Agreement or in a Work Order and Notice to Proceed as indemnified parties, and each of their partners, officers,
directors, members, shareholders, employees, manager, parents, affiliates and subsidiaries as additional insureds,
applicable to CGl and Automobile Liability only . Subconsultant’s Worker’s Compensation, Employer’s Liability,
CGL and Automobile insurance coverage(s) shall include a waiver of subrogation. All such certificates shall provide that
the policy or policies shall not be cancelled or reduced in coverage's or amounts without giving Consultant thirty (30)
days prior written notice. During the course of Subconsultant’s Agreement, and for a period of five (5) years subsequent
to the date of completion of the Project, Subconsultant shall promptly provide to Consultant written notice of any claim
asserted, the entry of any settlement, or the rendering of any judgment which may be covered by the insurance policies
listed above and which either individually or in the aggregate exceeds twenty five percent (25%) of the available policy
limits of any such insurance policies. If required by Consultant and provided same is available at reasonable market
rates, Subconsultant shall obtain additional insurance coverage so that coverage available equals the amounts specified in
paragraph (6) above.
Subconsultant shall include these minimum insurance requirements in its sub-Agreements unless
Consultant consents in writing to a deviation. The failure of Consultant to insist upon any requirement in
this Article shall not relieve Subconsultant of its obligation to fully comply with the requirements herein.

ARTICLE VI: Indemnification. Subconsultant shall, with respect to all work which is covered by or
incidental to this Agreement, indemnify, defend, and hold Consultant and the Indemnified Parties listed on
Attachment A harmless from and against any and all claims, liability, loss, damage, costs or expenses,
including reasonable attorneys' fees, awards, fines or judgments, sustained or incurred by Consultant and
the Indemnified Parties arising out of or in connection with the acts, errors or omissions of, or breach of
this Agreement by Subconsultant (whether by Subconsultant or an agent or subconsultant engaged by
Subconsultant).

ARTICLE VII: Health and Safety. Subconsultant shall comply, and shall secure compliance by its
employees, agents, and lower tier subconsultants with all applicable health, safety and security laws and
regulations, including, without limitation, state and local laws and regulations, any health and safety plan
issued by Consultant or Client, and Consultant and Client rules and regulations. Compliance with such
requirements shall represent the minimum standard required of Subconsultant. Subconsultant shall be
solely responsible for examining all requirements and determining whether additional or more stringent
health, safety and security provisions are required for the Work. Subconsultant agrees to comply with
training and medical monitoring and certification requirements regarding its employees, agents, lower tier
subconsultants and other invitees to the extent required by applicable laws, regulations, health and safety
plans, and Consultant and Client rules and regulations, and to pay the costs and expenses thereof; and
warrants that all such persons shall be fit and qualified to carry out the Work. Subconsultant agrees to
furnish protective devices and clothing as required by applicable laws, regulations, health and safety
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plans and Consultant and Client rules and regulations, and to ensure that such devices or clothing are
properly used by its employees, lower tier subconsultants and other invitees of Subconsultant at the job
site.

ARTICLE VIII: Termination. This Agreement may be terminated by Consultant, with or without cause, at
any time upon written notice to Subconsultant. If this Agreement is so terminated, Consultant shall pay to
Subconsultant all amounts due to Subconsultant under this Agreement prior to the effective date of
termination and not yet reimbursed by Consultant to the extent Consultant is entitled to and receives such
amounts from the Client. Consultant shall not be liable for any costs incurred by Subconsultant subsequent
to the effective date of termination. In the event of such termination, Consultant and the Client shall be
entitled to retain all data theretofore received or developed pursuant to this Agreement.

ARTICLE IX: Disputes. After first attempting to resolve disputes through good faith negotiations, the
parties may pursue their respective remedies at law or equity for any claim, controversy, or dispute
relating to this Subcontract, except to the extent that the Prime Agreement provides otherwise. In the
event that a dispute between Consultant and Subconsultant relates to a dispute between Consultant and
Client, Subconsultant and Consultant agree to be bound by the dispute resolution procedures in the
Prime Agreement, and in such event, Subconsultant consents to joinder in any proceedings between
Consultant and Client upon the request of Consultant. Subconsultant, however, shall not have the right to
join in proceedings between Consultant and Client unless Consultant consents to the joinder.

ARTICLE X: Governing Law; State Required Terms and Conditions. This Agreement shall be
governed by and construed under the laws of the State of                 . Subconsultant shall perform
the Services in full compliance with such terms and any other applicable federal, state and local laws and
regulations in effect at the time the Services are rendered.

ARTICLE XI: Confidentiality. Subconsultant shall maintain information acquired or prepared under this
Subcontract in confidence. If such information is required to be disclosed by law, Subconsultant will notify
Consultant immediately upon receipt of such order and will reasonably cooperate with Consultant and
Client in the event Consultant or Client seeks any legal protective order with respect to such information.
ARTICLE XII: Ownership of Documents, Patents and Copyrights. All intellectual property developed
in the performance of the Work, and all records relating to the Work, including, without limitation, all
drawings, specifications, reports, summaries, samples, photographs, memoranda, notes, calculations,
and other documents shall be deemed the property of Consultant. Subconsultant shall maintain all such
materials in kind, or on microfilm, except for samples, for a period of not less than two (2) years after
completion of the Work, or for such longer time as may be required by the Prime Agreement.
ARTICLE XIII: Inspection and Non-Waiver. Subconsultant shall permit the representatives of Client
and Consultant to inspect and observe the Work at all reasonable times, and all Work shall be subject to
acceptance and approval of Consultant and Client. Such acceptance and/or approval shall not relieve
Subconsultant of its responsibility to perform the Work in accordance with all Subcontract requirements.
The failure of Consultant to insist upon strict performance of any of the terms of this Subcontract or to
exercise any rights conferred by this Subcontract shall not be construed as a waiver of its right to assert
or rely on any such terms or rights on any future occasion or as a waiver of any other terms or rights.
ARTICLE XV: Audit. Subconsultant shall comply with accounting and audit requirements of this
Agreement and the Prime Agreement. Representatives of Consultant and Client shall have access, at all
reasonable times, to Subconsultant's personnel job descriptions, books, records, correspondence,
instructions, plans, drawings, receipts, vouchers, data stored in computers, and memoranda of every
description pertaining to the Work, for the purpose of auditing and verifying the accuracy of costs and
hours relating to the Work for which Consultant is to credit Subconsultant hereunder or for any other
reasonable purpose. Consultant and Client's representatives shall have the right to reproduce any of the
information referred to above. Subconsultant shall preserve, and shall require its lower tier subconsultants
to preserve, and provide audit access to, all information referred to above for a period of not less than two
(2) years after completion and acceptance of the Work or termination of the Agreement or for the period
required by the Prime Agreement or by law, if longer.

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ARTICLE XVI: Notices. Notices shall be deemed to have been sufficiently given if in writing and
delivered either personally or by mail to the authorized representative of the other party; notices given by
mail shall also be transmitted by facsimile at the time of mailing. In the absence of specifically-designated
authorized representatives, the signatories to this Subcontract shall be authorized representatives.
ARTICLE XVII: Entire Agreement; Modification; Waiver. This Agreement, including its exhibits,
constitute the entire agreement of the parties and supersede any and all prior or contemporaneous
written or oral negotiations, correspondence, understandings and agreements between the parties
respecting the subject matter hereof. No supplement, modification or amendment to this Agreement shall
be binding unless executed in writing by both parties. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other provisions, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making
the waiver.

ARTICLE XVIII: Assignment. This Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns. Subconsultant shall not be entitled to assign or
delegate any of its rights or obligations hereunder without the prior written consent of Consultant. The
Parties acknowledge that Client may assign the Prime Agreement at any time, in accordance with the
provisions of the Prime Agreement.

                     [The rest of this page left blank intentionally. Signature page follows.]




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THE PARTIES ACKNOWLEDGE that there has been an opportunity to negotiate the terms and
conditions of this Agreement and agree to be bound accordingly. By their signatures below, each of the
following individuals represents that he or she has authority to execute this Agreement and to bind the
party on whose behalf the execution is made.



  SUBCONSULTANT



  Signature

  Typed Name/Title

  Date of Signature



  CONSULTANT



  Signature

  Typed Name/Title

  Date of Signature




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                                                      EXHIBIT A

                                      ADDITIONAL INDEMNIFIED PARTIES




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                                            WORK ORDER NO.



In accordance with the Agreement for Services (“Agreement”) between                [Subconsultant]
         (“Subconsultant"), and [       Consultant               ] ("Consultant"), dated [Agreement
Effective Date] , this Work Order describes the Work, Schedule, and Agreement Amount and payment
conditions for the Subconsultant’s Work on the Project known as:
                            [insert project description]
         For Client:
         Subconsultant Authorized Representative:
         Address:

         Telephone No:
         Fax:

         Consultant Authorized Representative:
         Address:

         Telephone No:
         Fax:

Work. The Work shall be described on Attachment A to this Work Order. Subconsultant shall perform the
Work under the general direction of Consultant and shall furnish all labor, materials, supplies, equipment,
supervision and services necessary for and incident to the performance of the Work. Subconsultant
represents that it has thoroughly reviewed the description of the Work and the Prime Agreement and that
it accepts the Work and the conditions under which the Work is to be performed.
Schedule. The Key Personnel and Schedule shall be set forth on Attachment B and/or any subsequent
Sub-Work Order(s) to this Work Order. Subconsultant represents that the period of performance is
reasonable.
Payment; Work Order Amount; Billing Rates. The basis for determining the Work Order Amount and
special payment conditions, if any, shall be set forth on Attachment C to this Work Order.
Subconsultant’s billing rates are also set forth on Attachment C. These billing rates shall not be
increased during the term of this Work Order without Consultant’s prior written approval.
Work Order Effective Date:

Work Order Amount (not to exceed): $

Work Order Amounts Previously Issued (No.                         through No.   ):         $

Cumulative Amount of Work Orders Issued to Date (may not exceed Total Agreement Amount):   $

Total Agreement Amount: $

Notice to Proceed. Pursuant to the Agreement referenced above, the terms and conditions of which are
incorporated herein, Subconsultant is hereby authorized to proceed with the work described above and
further detailed in the attached Attachment A and/or Attachment B (if any).

The work authorized by this Work Order shall be paid in accordance with the compensation provisions of
the Agreement in an amount not to exceed the amount shown above and as further described in the
attached Attachment C (if any). Subconsultant’s invoices shall include detail by Project Number,
Agreement Number, Work Order Number, and shall include cumulative billing information, receipts and
supporting documentation as required by the Agreement or requested by Consultant or Client
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The terms and conditions of the Work Order constitute full accord and satisfaction for all cost and time of
performance related to the work described or referenced herein.
Prime Agreement. A copy of the Prime Agreement, if applicable, is available upon request.
Terms and Conditions. The terms and conditions of the Agreement referenced above shall apply to this
Work Order.

ACCEPTANCE of the terms of this Work Order is acknowledged by the following signatures of the
Authorized Representatives of the parties to the Work Order.




  SUBCONSULTANT



  Signature

  Typed Name/Title

  Date of Signature



  CONSULTANT



  Signature

  Typed Name/Title

  Date of Signature




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                                                    ATTACHMENT A

                                                 SCOPE OF SERVICES

[      Consultant      ] ("Consultant") is providing [insert brief description of services Consultant is
providing] on the above project. Currently, Consultant is ………………………………………. Ultimately,
CONSULTANT will be responsible for …………………………………………………..

Subconsultant shall provide _______ [insert brief general description of scope]_________ in support of a
planning, programming, site assessment, and pre-design engagement for the Client.


    1.        Subconsultant's Scope of Work shall INCLUDE, but not be limited to the following:
              a)
              b)

    2.        Work EXCLUDED shall consist of the following:
              a)
              b)




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                                                    ATTACHMENT B

                                        KEY PERSONNEL AND DELIVERABLES

Key Personnel

Subconsultant resources shall include the following:



Deliverables and Schedule




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                                                    ATTACHMENT C

                                                    COMPENSATION

Summary of Fees:

                                     (XX hours @ XX/hr)                   $   XX,XXX

Reimbursable Expenses                                                     $   X,XXX

Contingency                 XX%                                           $   X,XXX


Total Estimated Fees                                                      $   XX,XXX

Not-To-Exceed Amount                                                      $   XX,XXX




HOURLY RATES ARE SET FORTH BELOW. THE TOTAL COMPENSATION FOR THE SERVICES
SHALL NOT EXCEED $                                                 . THE
SUBCONSULTANT MUST NOTIFY CONSULTANT UPON REACHING 80% OF THE SCOPE OF
SERVICES. ANY WORK PERFORMED BEYOND 80% WITHOUT PRIOR WRITTEN
AUTHORIZATION FROM CONSULTANT SHALL BE AT THE RISK OF THE SUBCONSULTANT
AND THEIR SUBCONSULTANTS.SUBCONSULTANT’S BILLING RATES



[Type in rates here, or attach rate sheet.]




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