This was last updated on 01/17/2015

TERMS AND CONDITIONS

1.     The Subcontractor agrees to perform its work for the Contractor so that the entire project and all the other project Subcontractors may complete their required work for the project on or before the project completion date shown.

2.     The Contractor agrees to pay the Subcontractor for the performance of his work the total amount shown, to be paid in pro-rata progress payments in accordance with the General Contract within 10 days after the date Contractor receives the related payment from the Owner. Subcontractor to provide appropriate lien waivers as a condition to payment.

3.     The Contractor and the Subcontractor agree to be bound by: (a) The terms of the General Contract, General Conditions, Drawings and Specifications, all of which documents are on file in the Contractor's office and are by this reference incorporated herein, and (b) By the Terms of this Agreement.

4.     Subcontractor shall have at all times competent supervision acceptable to the Contractor present on the job site and perform all work in a workmanlike professional manner.

5.     Subcontractor shall notify the Contractor when performing work on the job site, and further agrees not to suspend or interrupt operations prior to full completion and acceptance without the express permission of the Contractor.

6.     The architect/owner reserves the right to make changes or alterations in the work at any time prior to final completion.

7.     Subcontractor shall pay when due, bills for all charges in connection with the work. When requested by the Contractor, Subcontractor shall furnish lien waivers, Receipted bills and releases therefore showing payment in full.

8.     If the Subcontractor should refuse or fail to supply sufficient skilled workmen or material or labor or otherwise fail to perform or disregard laws, ordinances, or instructions of the Contractor or otherwise be in default of any provision of this contract or the General Contract, then, the Contractor may, 72 hours after delivering, faxing or emailing of written notice of such act or acts to the Subcontractor at the address shown hereinabove, terminate this contract and take possession of the Subcontractor work on the job site and of all materials and complete the work covered by this contract by any method Contractor may deem expedient. In such case, the Subcontractor shall not be entitled to any further payment until the work is completed, and the unpaid balance, if any, shall be applied against the cost of completion.  If the cost of completion should exceed the amount of the unpaid balance, the Subcontractor shall, upon written notice thereof, forthwith pay the amount of such excess to the Contractor and all legal fees and costs incurred in the enforcement or collection of this enforcement of this provision.

9.     The Subcontractor shall immediately remediate, defend, indemnify and hold Contractor harmless from all defects in its work product, claims, liens, liabilities, loss, damages, costs and expenses including attorney’s fees and costs arising from or relating to (a) labor performed and material furnished on the job by, through or under Subcontractor, (b) damage to another Subcontractors work or damage to the subject property, (c) damage or injury to any person or property caused by or resulting from Subcontractor’s performance of the work, and (d) Subcontractor’s default or breach of any terms, obligations, covenants or representations of or in this contract or in the General Contract as it relates to the work hereunder.

10.   The Subcontractor shall pay all taxes, viz; Sales, Use, Transportation, etc., and make and pay all contributions and taxes for Unemployment Insurance and Old Age Retirement Benefits, annuities or pensions for its works. Subcontractor shall maintain the following minimum limits of coverage:  Workmen’s Compensation in accordance with law; general liability of not less than $2,000,000.00 per occurrence per location, General Aggregate $5,000,000, Products/Completed Operations $5,000,000,and Owned and Non-owned Automobile Liability of not less than $1,000,000.00 per occurrence. All certificates of insurance must be in the Contractor’s office prior to any work being performed at the project site.  All policies shall be written with insurers acceptable to the Contractor and each insurance carrier shall at all times have a policyholder’s rating of not less than “A-, Class X” in the most current of the A.M. Best Company Rating Guide. The following parties are to be listed as additional insured, primary, non-contributory with a waiver of subrogation with regards to General Liability (including Products / Completed Operations) and Workers Compensation under this policy: Property Owner(s); Contractor and their respective directors, members, officers, partners, agents and employees of all of the foregoing and any successor or assignee thereof and any successor or assignee thereof of any member of such partners, members, managers, officers, agents and employees and any successor or assignee thereof.

11.   This is a personal performance contract and Subcontractor shall not assign nor sublet all or any portion of, the work without Contractor’s written consent.

12.   No payment shall be due for any extra work without written consent of Architect/Owner before the extra work is performed.

13.   The payment of progress payments to the Subcontractor shall not be construed as acceptance of the work, and the entire work is to be subject to inspection and approval by the owner and/or architect at the time when the General Contract is completed.

14.   This contract when signed by all parties herein named shall be binding upon and inure to the benefits of the parties hereto, their heirs, successors and assigns.

15.   Subcontractor shall comply with all applicable laws, acts, codes and regulations of any governing authority having jurisdiction over the project, including without limitation the Occupational Safety and Health act of 1970.

16.   Final completion shall mean the date when all work under the General Contract is completed for the use intended and the written satisfaction of the Architect, Engineer, Jurisdictional Building Authorities and Owner has been obtained by the Contractor.

17.   Each Subcontractor will clean up and remove from the site debris caused by his work. If the Subcontractor fails to clean up after himself, Contractor will without being required to notice the Subcontractor clean up and remove such debris and said costs shall be paid by the Subcontractor or deducted from sums due and owing the Subcontractor including all legal fees and costs.

18.   The Subcontractor shall call for compliance and meet all jurisdictional inspections of their work as required and shall inform Contractor upon approval of these inspections.

19.   The Subcontractor warrants that all work and materials shall be new and free from defects, and performed in a good and workmanlike manner, for a period of one year from date of final completion, or such longer period specified on the reverse side of this agreement or as called for in the project plans or specifications.

20.   In the event Subcontractor is a corporation, the undersigned, individually and personally, represents and warrants that its corporation is in good standing in the state which it is incorporated, legally able to perform work in the state where the project is located as required by law, that the corporation's address as shown is proper for the acceptance of notices and service, and that the corporation is ready, willing and able to fully perform all the terms of this agreement; if any of those representations are otherwise, the undersigned, individually and personally, hereby agrees to be personally responsible for all the terms of this agreement and the performance and/or breach thereof.

21.   Subcontractor shall notify Contractor in writing of any extra claims within 120 hours of when Subcontractor knew or should have known of such extra claims, and all claims for which such notice is not given shall be deemed waived.

22.   Subcontractor shall strictly comply with deadlines applicable to its work and the time frames set forth in this contract.  Time is of the essence.

23.   Subcontractor shall not deviate in any way in the performance of its work product from the plans and specifications of the project.

24.   Contractor does not have any authority to make changes in the scope of work at the project site, nor does Contractor accept any responsibility for the taken means, methods, miscues and scheduling of the Subcontractor.

25.   In the event of any litigation relating to or arising out of this Agreement, Subcontractor shall be liable to Contractor for any and all fees and costs, including reasonable attorneys' fees, incurred by Contractor in connection therewith.

26.   This agreement shall be governed by the laws of the State of the Project Location, without regard to conflicts of other laws and rules.

27.   The invalidity of any provisions of this agreement shall not affect the validity of any other provision herein.

28.   The Subcontractor warrants that the trade scope of work they are providing is all inclusive per the plans and specifications with no exclusions.

29.   This agreement embodies the entire agreement between the parties and there are no conditions or terms, oral or otherwise, other than contained herein. Any modifications shall be in writing.  Subcontractor agrees that it has not relied on representations of Contractor except as expressly set forth herein.

 Accepted: