Subcontract Agreement

Agreement to Subcontract Steel Erection for the Steel Fabricator

Agreement made on the , between

, a corporation organized and existing under the laws of the state of , with its principal office located at

referred to herein as Contractor, and , a corporation organized and existing under the laws of the state of , with its principal office located at

referred to herein as Subcontractor.

Whereas, Contractor has entered into an Agreement with to provide steel erection for the Steel Fabricator; and

Whereas, Contractor desires to subcontract with Subcontractor to fulfill all obligations of Contractor pursuant to said Agreement; and

Whereas, Subcontractor desires to subcontract with Contractor to fulfill all obligations of Contractor pursuant to said Agreement; and

Whereas, a true and correct copy of said Agreement (the Agreement) with is attached hereto as Exhibit A;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Original Contract

Subcontractor agrees to timely fulfill all obligations of Contractor pursuant to the Agreement.

2. Scope of Work

Subcontractor is to furnish the labor and materials and timely do the work that Contractor is obligated to do pursuant to the Agreement. The labor and materials to be furnished and the work to be done by Subcontractor are set forth in Exhibit A attached hereto.

3. Performance of Work

A. Subcontractor shall furnish all supervision, materials, supplies, and equipment, except as otherwise provided in the Agreement, and perform all labor required for the completion of the above-described work in accordance with all provisions of the Agreement and of the specifications, plans, and addenda referred to in the Agreement, all of which are made a part of this agreement.

B. One set of plans and specifications will be furnished to Subcontractor without cost. Additional sets may be procured at rates established by Contractor, to be available at Contractor's office at

4. Compensation

Contractor, for the full, complete, and faithful performance of this subcontract, agrees to pay Subcontractor as full compensation:

5. Completion

Subcontractor shall, after notice to proceed by Contractor, commence work at such points as Contractor may designate and continue diligently in the performance of such work. Subcontractor shall employ sufficient crews and work sufficient hours or shifts so as not to hinder or delay the actual progress of the Primary Contractor or other subcontractors and in any event shall complete the several portions and whole of the work at such times as will enable Contractor to fully comply with the terms of the Agreement.

6. Reimbursement for Damages or Cost

Subcontractor shall reimburse Contractor for any actual damages or costs incurred by reason of Subcontractor's failure to prosecute the work diligently.

7. Takeover by Contractor

Should Subcontractor fail or neglect to proceed diligently, timely, competently, or should Subcontractor be delaying, interfering with, or jeopardizing the timely or satisfactory completion of the work under the Agreement, then and in that event Contractor, in its sole discretion, reserves the right, after giving days notice, written or oral, to take over the work and complete such work at the cost and expenses of Subcontractor, without prejudice to Contractor's other rights or remedies for any loss or damages sustained, and in the event of such takeover, Subcontractor agrees that no material, machine, or tools belonging to Subcontractor shall be removed from the job until completion. Previous demands made on Subcontractor not followed by a takeover shall not be deemed a waiver of Contractor's rights to do so.

8. Permits

Subcontractor shall obtain and pay for all permits, passes, clearances, licenses, franchises, and other instruments and processes required in the performance of its work under and pursuant to this agreement.

9. Payment and Performance

Subcontractor shall furnish a $ payment and performance bond acceptable to Contractor prior to performing any work under this agreement.

10. Indemnification

Subcontractor shall assume full responsibility for its employees, officers, agents, and business invitees. Subcontractor agrees to hold and save Contractor harmless from and against any claim, demand, action or cause of action that may be asserted by any person arising out of injury or death suffered by any of Subcontractor's employees, officers, agents, and business invitees, including, but not limited to, third-party actions for injury or death otherwise covered under applicable workers' compensation laws and regardless of the sole or concurring negligence of Contractor.

11. Insurance

Subcontractor shall furnish certificates of insurance coverage as follows in the following or minimum legal limits, whichever is greater:

A. Workers' Compensation

Legal limits or, otherwise in location where the State of provides insurance, evidenced that Subcontractor is in good standing.

B. Comprehensive General Liability Insurance

Bodily injury in the amount of $ for personal injury per person; bodily injury in the amount of $ for each accident; property damage including blasting, collapse, and underground coverage in the amount of $ for each occurrence.

C. Automobile Liability Insurance

Bodily injury in the amount of $ for each person; bodily injury in the amount of $ for each accident; property damage in the amount of $ for each occurrence.

D. Certificates evidencing the insurance coverage required by this agreement must be furnished in duplicate before performing any work at the construction site. The certificate shall provide that days written notice will be given Contractor, prior to any change or cancellation.

E. If any work to be performed under this agreement is further sublet, Subcontractor will be required to arrange for insurance as provided in this agreement.

12. Payment

A. Partial payments for work performed under this agreement will be made by Contractor within days after being paid for such work and will equal the value of the work done by Subcontractor according to Contractor’s estimate at applicable unit prices or percentage of total completion, whichever is applicable, less the sum of previous payments.

B. Prior to final payment, Subcontractor will be required to furnish proof of payment for all taxes due. Subcontractor will further be required to furnish certification that all materials, labor, and applicable taxes have been paid.

C. On completion of the Agreement and payment under that contract in full by Primary Contractor, Subcontractor will be paid the remaining amount due Subcontractor under this agreement.

D. Estimates and calculations made by Contractor as to the amount of work done by Subcontractor shall be final and binding on the parties to this agreement and shall conclusively establish the amount of work done by Subcontractor. All statements for which payment is requested by Subcontractor shall be in the office of Contractor on or before the last day of the contract pay period for work done the preceding month.

13. Changes, Extra Work, and Disputes

A. Changes in the Agreement (Original Contract).

Contractor is not an insurer or guarantor of the work or any part of the work, of the performance by Primary Contractor of the original contract, or of plans and specifications furnished by Primary Contractor. Subcontractor shall be bound by any changes or alterations made by Primary Contractor to the original contract specifications or plans, or in the amount or character of the work or any part of the work, to the same extent that Contractor is bound by any such change or alteration.

B. Notice of Change Order

Subcontractor will be notified of any change order requested by Primary Contractor with respect to subcontract work, but will not always be consulted with respect to the proposed terms of any such change order, but Subcontractor shall be bound by the terms of any change order negotiated in good faith by Primary Contractor. Contractor shall be entitled to a reasonable overhead and profit on any change order issued by Primary Contractor with respect to subcontract work. If the parties cannot agree, Subcontractor shall nevertheless proceed with the change order work and the question of reasonable overhead and profit of Contractor shall be submitted to arbitration as provided in Paragraph 17 below.

C. Notice to Contractor

Subcontractor is bound to the terms of the Agreement relating to changes, changed conditions, extra work, and disputes and shall give to Contractor immediate written notice of any such asserted change, changed condition, extra or disputed claim, to the end that Contractor may timely comply with any notice requirements of the Agreement relating to such matters.

D. Extra Compensation

Subcontractor waives any claim against Contractor for compensation or equitable adjustment for such claims, changed conditions, or extra work, except to the extent that any such claim is allowed to Contractor by Primary Contractor as provided in this agreement. Contractor will pay to Subcontractor, from any such extra compensations or equitable adjustment received from Primary Contractor with respect to subcontract work, as and when received from Primary Contractor, the actual costs of the extra labor or materials of Subcontractor allowed plus of the overhead and/or profit allowed but in no event to exceed the sum received by Contractor from Primary Contractor.

14. No Waiver

The failure of either party to this agreement to insist upon the performance of any of the terms and conditions of this agreement, or the waiver of any breach of any of the terms and conditions of this agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

15. Governing Law

This agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

16. Notices

Any notice provided for or concerning this agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this agreement.

17. Mandatory Arbitration

Any dispute under this agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

18. Entire Agreement

This agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this agreement shall not be binding upon either party except to the extent incorporated in this agreement.

19. Modification of Agreement

Any modification of this agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

20. Assignment of Rights

The rights of each party under this agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

21. Counterparts

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

WITNESS our signatures as of the day and date first above stated.