Fire Protection Subcontract Agreement

FIRE PROTECTION SUBCONTRACT AGREEMENT

This Fire Protection Subcontract Agreement ("Subcontract") is made as of Date: by and between Contractor Name: , with principal place of business at (hereinafter "Contractor"), and Subcontractor Name: , with principal place of business at (hereinafter "Subcontractor").

RECITALS

WHEREAS, Contractor has entered into a prime contract for the construction of the project known as Project Name: located at (the "Project"); and

WHEREAS, Contractor desires to engage Subcontractor to furnish labor, materials, equipment and supervision for the fire protection scope described herein in accordance with the prime contract documents and the terms set forth in this Subcontract; and

WHEREAS, Subcontractor represents that it is duly qualified, licensed and experienced to perform the fire protection work and will comply with all applicable codes, laws, and the requirements of the prime contract.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Subcontractor shall furnish all labor, materials, equipment, supervision, testing, commissioning and permits required to complete the fire protection work described in the Contract Documents, including but not limited to design, supply and installation of fire sprinkler systems, fire standpipes, fire suppression systems, associated piping, hangers, seismic bracing, and testing and commissioning services (collectively, the "Work"). Subcontractor's specific obligations are further described as follows:

2. CONTRACT DOCUMENTS

The Contract Documents consist of: this Subcontract, the prime contract between Contractor and Owner, project specifications, approved plans and drawings, and all duly executed change orders. In the event of a conflict between this Subcontract and the prime contract, the requirements of the prime contract shall govern to the extent necessary to satisfy Contractor's obligations to the Owner, without increasing Subcontractor's compensation unless otherwise agreed in a Change Order.

Prime Contract Date: ; Prime Contractor:

3. CONTRACT SUM AND PAYMENT

Contractor shall pay Subcontractor, and Subcontractor agrees to accept as full compensation for the performance of the Work the sum of $ (the "Subcontract Sum"), subject to additions and deductions as provided herein and by Change Order.

Subcontractor shall submit monthly applications for payment substantiated by lien waivers, invoices, and progress documentation. Payments are contingent upon Contractor's receipt of payment from Owner to the extent permitted by applicable law.

4. CHANGES / CHANGE ORDERS

No change to the Work or Subcontract Sum shall be binding unless reduced to a written Change Order signed by Contractor and Subcontractor. Subcontractor shall not proceed with extra work without a signed Change Order. If Subcontractor believes additional compensation or time is due, Subcontractor must submit a written claim to Contractor within seven (7) calendar days of the event giving rise to the claim, with documentation of costs and delay.

5. TIME OF PERFORMANCE

Subcontractor shall commence the Work upon receipt of a written Notice to Proceed and shall achieve Substantial Completion by . Time is of the essence. Subcontractor shall provide a written schedule and cooperate with Contractor's overall construction schedule.

6. SUBCONTRACTOR RESPONSIBILITIES

Subcontractor shall: (a) perform the Work in a professional manner in accordance with industry standards; (b) secure and pay for all permits, inspections and licenses required for the Work; (c) supervise the Work and provide competent personnel; and (d) at its expense, correct defective Work. Subcontractor represents that it holds all licenses required to perform the Work in the jurisdiction of the Project.

7. MATERIALS, WARRANTY AND COMMISSIONING

All materials and equipment shall be new unless otherwise specified, and Subcontractor shall furnish manufacturer's warranties and operating instructions as required. Subcontractor warrants that all Work shall be free from defects in workmanship and materials for a period of from the date of Substantial Completion, during which Subcontractor shall, at its expense, promptly correct defects.

8. INSURANCE

Subcontractor shall procure and maintain, at its sole cost and expense, insurance coverages including commercial general liability, automobile liability, workers' compensation, and professional liability where applicable, with limits not less than those required by Contractor. Certificates of insurance naming Contractor as an additional insured where required shall be provided prior to commencement of Work.

9. INDEMNIFICATION

To the fullest extent permitted by law, Subcontractor shall indemnify, defend and hold harmless Contractor and its affiliates, officers, agents and employees from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the performance of the Work, provided such claims are caused in whole or in part by negligent acts or omissions of Subcontractor, its subcontractors, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable.

10. SAFETY AND COMPLIANCE

Subcontractor shall comply with all applicable safety laws, regulations and Contractor's safety rules. Subcontractor shall be responsible for the jobsite safety of its employees and shall immediately correct any unsafe condition created by Subcontractor's operations.

11. TERMINATION

Contractor may terminate this Subcontract for cause if Subcontractor fails to cure a material breach within seven (7) days after receipt of written notice. Contractor may also terminate for convenience upon written notice; in the event of termination for convenience, Subcontractor shall be entitled to payment for Work performed, reasonable demobilization costs, and substantiated costs of materials ordered, less setoffs.

12. LIENS AND RELEASES

Subcontractor shall not permit any mechanics' or materialmen's liens to be filed against the Project for labor or materials supplied. As a condition of each payment, Subcontractor shall provide unconditional waivers or conditional waivers and releases on payment appropriate to the jurisdiction and as requested by Contractor.

13. DISPUTE RESOLUTION AND GOVERNING LAW

The parties shall first attempt to resolve disputes by good faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration under the rules selected by the parties, except where injunctive relief is sought. This Subcontract shall be governed by the laws of the State of without regard to conflict of law principles.

14. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below (or to such other address as either party may designate by notice).

15. ASSIGNMENT

Subcontractor shall not assign or subcontract the whole or any part of the Subcontract without Contractor's prior written consent, which shall not be unreasonably withheld. Notwithstanding consent, Subcontractor shall remain fully responsible for performance.

16. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

This Subcontract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements. If any provision of this Subcontract is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not be deemed a waiver of future enforcement. This Subcontract may be executed in counterparts, each of which shall be deemed an original.

17. MISCELLANEOUS PROVISIONS

Subcontractor shall maintain records of costs and time and shall permit Contractor to inspect such records. Subcontractor shall comply with equal employment opportunity and other applicable statutory requirements. Subcontractor's obligations that, by their nature, extend beyond termination or completion shall survive such termination or completion.

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