Subcontract Agreement for Mokena PS

Subcontract Agreement for Mokena PS

This Subcontract Agreement ("Agreement") is made as of by and between Contractor Name: with principal address ("Contractor"), and Subcontractor Name: with principal address ("Subcontractor"). The work to be performed under this Agreement relates to the project commonly known as Mokena PS (the "Project").

RECITALS

WHEREAS, Contractor has entered into or will enter into a prime contract for the Project ("Prime Contract") and desires to engage Subcontractor to perform certain portions of the work described in the Prime Contract; and

WHEREAS, Subcontractor represents that it possesses the personnel, experience, equipment and licenses necessary to perform the portion of the work described herein in a timely, safe and professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Subcontractor will perform such work for the Project.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

1.1 Subcontractor shall furnish all labor, materials, equipment and services necessary to perform the work described in Exhibit A (Scope of Work) and as further required by the Prime Contract and this Agreement. Subcontractor's detailed scope is summarized below and, if inconsistent, Exhibit A shall control.

2. CONTRACT PRICE; PAYMENT

2.1 Contract Sum. Contractor shall pay Subcontractor for performance of the Work the sum of $ (the "Contract Price"), subject to additions and deductions in accordance with this Agreement.

2.2 Payment Terms. Progress payments shall be made based on approved invoices submitted by Subcontractor and approved by Contractor, subject to retainage of percent. Final payment shall be made upon completion of the Work, receipt of required releases and waivers, and satisfaction of Contractor that the Work conforms to the Contract Documents.

3. TIME FOR PERFORMANCE

3.1 Commencement and Completion. Subcontractor shall commence the Work on or before and shall achieve substantial completion by , subject to extensions for excusable delays as provided herein.

4. CHANGES AND EXTRA WORK

4.1 Change Orders. All changes to the Work shall be authorized in writing by Contractor in a change order signed by an authorized representative. No oral instruction shall be binding. The change order shall state adjustments to the Contract Price and the time for performance.

4.2 Differing Site Conditions. Subcontractor shall promptly notify Contractor in writing upon encountering conditions differing materially from those reasonably foreseeable. Claims for differing site conditions are subject to Contractor's review and approval in accordance with the Prime Contract procedures.

5. INDEMNIFICATION AND LIABILITY

5.1 Indemnity. To the fullest extent permitted by law, Subcontractor shall indemnify, defend and hold harmless Contractor, Contractor's officers, agents and employees from and against all claims, damages, losses and expenses, including reasonable attorneys' fees and costs, arising out of or resulting from Subcontractor's performance of the Work, provided that any such claim is caused in whole or in part by any negligent act or omission or willful misconduct of Subcontractor, anyone directly or indirectly employed by Subcontractor, or anyone for whose acts Subcontractor may be liable, regardless of whether caused in part by a party indemnified hereunder.

6. INSURANCE

6.1 Requirements. Subcontractor shall, at its own expense, procure and maintain insurance coverage in types and amounts customary for the trade and required under the Prime Contract, including Commercial General Liability, Automobile Liability, Workers' Compensation and Employer's Liability. Evidence of coverage shall be provided to Contractor prior to commencement of the Work.

General Liability    Automobile Liability    Workers' Compensation    Employer's Liability

7. COMPLIANCE WITH LAWS; PERMITS

7.1 Subcontractor shall comply with all applicable federal, state and local laws, codes, rules and regulations, including licensing and permitting requirements. Subcontractor shall be responsible for obtaining and paying for required permits and licenses unless otherwise agreed in writing.

8. WARRANTIES

8.1 Subcontractor warrants that all work performed shall be free from defects in workmanship and materials for a period of from the date of substantial completion. Subcontractor shall, at its expense, promptly remedy any defect discovered during the warranty period.

9. TERMINATION

9.1 Termination for Cause. Contractor may terminate this Agreement for cause if Subcontractor fails to cure a material breach within days after written notice. In the event of termination for cause, Contractor may complete the Work and charge Subcontractor for costs incurred.

9.2 Termination for Convenience. Contractor may terminate this Agreement for convenience upon written notice; Subcontractor shall be entitled to payment for Work performed and accepted to the date of termination, less applicable offsets.

10. REMEDIES; WAIVER

10.1 Except as expressly limited herein, the remedies provided under this Agreement are cumulative and shall be in addition to any other remedies available at law or in equity. Failure to enforce any provision shall not constitute a waiver of that provision or right to enforce it later.

11. NOTICES

11.1 All notices under this Agreement shall be in writing and delivered personally, by certified mail, return receipt requested, or by nationally recognized courier to the addresses set forth below or to such other address as a party may designate in writing.

12. AMENDMENTS

12.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Project is located without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, together with any exhibits and incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect to the extent permitted by law.

14. MISCELLANEOUS

14.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14.2 Subcontractor's Relationship. Subcontractor is an independent contractor and not an agent or employee of Contractor. Subcontractor shall not have authority to bind Contractor except as expressly provided in writing.

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