This Subcontractor Agreement ("Agreement") is entered into by and between the Prime Contractor identified above ("Contractor") and the Subcontractor identified above ("Subcontractor") for labor, materials, supervision, tools, equipment, and services required for the project listed above (the "Project"). Subcontractor acknowledges that the Project may be subject to terms of a prime contract, drawings, specifications, addenda, and written directives that are incorporated into this Agreement to the extent applicable to Subcontractor's scope.
The Contract Documents include this Agreement, exhibits, scope sheets, approved change orders, project schedules, safety rules, drawings, specifications, submittal requirements, and written field directives issued by Contractor. In the event of conflict, the most stringent quality or safety requirement shall govern unless Contractor issues a written interpretation.
Subcontractor shall assign a qualified project contact and shall maintain current license, registration, and tax information throughout performance. Subcontractor has visited the site or had a reasonable opportunity to do so and accepts the Project conditions that are reasonably visible at the time of bid.
Subcontractor shall furnish all labor, supervision, small tools, equipment, transportation, hoisting, unloading, layout, consumables, permits specifically assigned herein, and incidental materials necessary to complete the following work in a first-class and workmanlike manner:
Exclusions, if any, must be listed in writing below. Any exclusion not specifically written shall be deemed included if reasonably inferable from the drawings, specifications, and trade custom for complete installation.
Time is of the essence. Subcontractor shall commence work when directed, manpower the Project adequately, coordinate with other trades, and perform work to maintain the Contractor's master schedule. Subcontractor shall promptly notify Contractor in writing of any event that may delay performance, including long-lead items, labor shortages, or field conflicts. Recovery plans and overtime required due to Subcontractor-caused delay shall be at Subcontractor's expense unless otherwise agreed in writing.
Subcontractor shall provide competent on-site supervision, participate in coordination meetings as requested, and protect installed work from damage. Subcontractor is responsible for field measurements, verification of existing conditions, and timely reporting of discrepancies before proceeding.
Contractor shall pay Subcontractor the subcontract amount, subject to additions and deductions by written change order. Progress billings shall be submitted in Contractor's required format with supporting backup, schedule of values, signed waivers, certified payroll or compliance documents if applicable, and any other project-required forms. Payment to Subcontractor is contingent upon satisfactory performance and may be conditioned to the fullest extent allowed by law upon Contractor's receipt of payment from the owner for Subcontractor's work.
Contractor may withhold retainage in the same percentage withheld under the prime contract or as otherwise stated here: . Contractor may also withhold amounts necessary to protect against defective work, backcharges, unpaid lower-tier parties, missed schedule milestones, safety violations, or failure to provide waivers and closeout documents.
No adjustment in the subcontract amount or time shall be valid unless authorized in writing by Contractor. Oral directives, unsigned field tickets, or work performed without written authorization shall be deemed included in the original subcontract unless Contractor later approves the change in writing. Subcontractor shall price changes promptly and separately identify labor, materials, equipment, overhead, and profit.
As a condition precedent to final payment, Subcontractor shall complete all punch-list items, deliver warranties, as-builts, O&M information, attic stock or spare parts if required, and execute final unconditional lien waivers upon receipt of funds. Acceptance of final payment constitutes a release of all claims except those previously made in writing and expressly reserved.
Before starting work, Subcontractor shall maintain and provide certificates evidencing commercial general liability, workers compensation, employer's liability, and automobile liability coverage in amounts acceptable to Contractor or required by the prime contract. Contractor, owner, and other designated parties shall be named as additional insureds where required. Coverage shall remain in force through completion and any required completed-operations period.
Subcontractor warrants that it is properly licensed, registered, and qualified to perform the work and shall comply with all laws, codes, OSHA requirements, wage rules, manufacturer instructions, and permit conditions applicable to the work. Subcontractor is solely responsible for taxes, employee classification, and employment obligations for its workforce.
To the fullest extent permitted by law, Subcontractor shall defend, indemnify, and hold harmless Contractor, owner, and their agents from claims, damages, losses, fines, penalties, and expenses, including attorney fees, arising out of or resulting from Subcontractor's work, but only to the extent caused by Subcontractor, its lower-tier parties, or anyone directly or indirectly employed by them.
Subcontractor warrants that its work shall be new unless otherwise specified, free from defects, and in strict accordance with the Contract Documents. The warranty period shall be one year from substantial completion or the longer period required by the prime contract, project specifications, or manufacturer warranty.
Contractor may terminate this Agreement for default if Subcontractor fails to supply sufficient skilled labor, fails to pay lower-tier parties, disregards safety rules, repeatedly rejects corrective direction, or otherwise materially breaches this Agreement after notice and opportunity to cure where required by law. Contractor may also terminate for convenience upon written notice, in which case Subcontractor shall be paid for acceptable work performed to the termination date less prior payments and reasonable completion costs.
Claims arising out of this Agreement shall first be presented promptly in writing to Contractor for review. Unless the parties agree otherwise, disputes shall be resolved in the same forum and manner required under the prime contract, or if none applies, in the state and county where the Project is located. This Agreement shall be governed by the law of the Project state unless otherwise stated here: .
This Agreement constitutes the entire understanding between the parties regarding the subcontract work and supersedes prior negotiations or proposals on the same subject. Amendments must be in writing and signed by authorized representatives of both parties.
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