Fill and Sign the Subcontract for Construction of Portion of Building with Subcontractor to Perform Work and Furnish Materials Equipment and

Subcontract for Construction of Portion of Building, with Subcontractor to Perform Work and Furnish Materials, Equipment and Labor and to Assume Liability for and Hold Contractor and Owner Harmless from any Damage to Persons or Property Agreement made on the __________________________________ (date) , between ___________________________________________ (Name of Contractor) , a corporation organized and existing under the laws of the state of ____________________, with its principal office located at ________________________________________________________________ ________________________________________ (street address, city, county, state, zip code) , referred to herein as Contractor , and ___________________________________________ (Name of Subcontractor) , a corporation organized and existing under the laws of the state of ____________________________, with its principal office located at _____________________ ______________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Subcontractor . Whereas, Contractor has entered into a contract (the Principal Contract ) with ________________________________________ (Name of Owner) , referred to herein as Owner, for work at premises known as and located at __________________________________ ______________________________________________________________________________ (street address, city, county, state, zip code ; and Whereas, Contractor wishes to subcontract to Subcontractor , and Subcontractor wishes to perform, certain of the work called for in the Principal Contract . 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. Scope of Work Subcontractor shall perform all the work and furnish all the materials, equipment and labor for its portion of the work described in Section 3 below as called for and required in the Principal Contract . 2. Contract Documents This Subcontract is to be performed in all respects in accordance with and subject to the provisions and conditions of the Principal Contract as defined above to the full extent that every part of it is applicable to the work to be performed under this Subcontract. 3. Description of Work and Materials The materials to be furnished and the work to be done by Subcontractor under this Subcontract consists of the following: (Describe) ______________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ 4. Inspection; Accuracy of Work; Coordination with Others Subcontractor acknowledges that it has visited the site and is familiar with all of the existing conditions that may affect the work. Before proceeding with the work under this Subcontract, S ubcontractor will check the correctness of contiguous work installed by others, and failure on its part to detect or report discrepancies will relieve Contractor of any and all claims to recover any resulting cost, expense, or damage. Subcontractor shall be responsible for the accuracy of its work. Subcontractor shall conform its own work to the work performed by others, so that the work of all shall be coordinated. In the event of the failure for any reason of Subcontractor and such other persons, to agree as to the extent of such cooperation or as to the extent of the work to be done by any or either, to insure the proper consummation of items of contiguous work or to insure the carrying out of their respective agreements, such disagreement shall be determined by Contractor whose decisions shall be final and binding. 5. Payment Contractor shall pay Subcontractor for the performance of this Subcontract the sum of $___________________, subject to additions and deductions for changes agreed upon or determined, as provided below in this Subcontract. Unless Subcontractor is in default of one or more provisions of this contract, payments will be made as follows: A. On or about the ______day of each month during construction, a payment equivalent to _______% of the value of the work completed. B. On substantial completion, a sum sufficient to increase the total payments to Subcontractor to an amount equivalent to _______% of the total sum set forth above. C. On final completion of the work and settlement of all claims, the remainder of the total sum set forth above. Simultaneously, and as a condition to receiving the last payment, Subcontractor shall, upon demand of Contractor , deliver a general release releasing Contractor from any and all claims of whatever kind and nature which Subcontractor may have against Contractor arising out of this subcontract. 6. Time of the Essence Subcontractor shall commence work promptly following Contractor's orders to do so and shall so conduct the work as not to delay or interfere with Contractor in any of its operations. Subcontractor shall proceed in such order and sequence as Contractor in any of its operations may direct so as to enable Contractor to complete its work within the time specified in the Principal Contract , or as such work may be extended. 7. Decision of Contractor Regarding Plans Binding All of the work to be performed under this contract shall be performed under the direction of the Contractor, and the decision of the Contractor as to the true construction of the meaning of the plans, drawings, or specifications shall be binding upon Subcontractor . 8. Supply of Workers and Materials Subcontractor shall keep a necessary and sufficient number of skilled workers in the performance of the work, so as to properly and diligently perform and complete all of the work by the time provided for under this Subcontract, so as not to delay or interfere with Contractor in its performance of its work under the Principal Contract. All of the materials and equipment to be supplied by Subcontractor in the performance of this Subcontract shall be new, suitable, and of the first quality for such work. Should Subcontractor , in the opinion of Contractor, which opinion shall be final, violate a provision of this Subcontract or at any time refuse or neglect to supply a sufficient number of skilled workers or materials of the proper quality, or fail in any respect to prosecute the work with promptness and diligence, or fail in the performance of any of the agreements contained under this Subcontract, then Contractor shall be entitled, upon _______ (number) days written notice to Subcontractor , to provide such labor and materials and to deduct the cost of such labor and materials from any money then due or that may afterwards become due to Subcontractor under this Subcontract; or at the election of Contractor , Contractor shall have the right to terminate the employment of Subcontractor under this Subcontract and for the purpose of completing the work, to enter upon the premises and take possession of all materials, equipment, tools, and appliances and to employ other persons to finish the work and to provide all of the materials. In case of such discontinuance of the employment of Subcontractor , Subcontractor shall not be entitled to receive any further payments under this Subcontract until the work is wholly finished by Contractor , at which time, if the unpaid balance of the amount to be paid under this contract shall exceed the expense incurred by Contractor in finishing the work, the excess shall be paid to Subcontractor , but if such expense shall exceed the unpaid balance then S ubcontractor shall pay the difference to Contractor . 9. Payments by Subcontractor; No Liens Subcontractor agrees to pay for all materials, equipment, and labor used in connection with the performance of this Subcontract when and as bills or claims become due. Subcontractor shall indemnify, save harmless and protect the premises, Contractor , and the Owner from and against any claims and mechanics liens. Contractor may retain moneys for such indemnification. Subcontractor agrees that it will look only to Contractor for payment and shall not, at any time, file any lien or notice of claim of any kind or nature nor permit such lien or claim against moneys due under the Principal Contract, or against the premises being improved, for work performed or for any other reason. Subcontractor waives and relinquishes the right to lien or claim of lien as may be permitted by any provision of law. 10. Maintenance Subcontractor shall be under the same obligation to Contractor to maintain the work performed by it as Contractor is obligated to the Owner under the Principal Contract to maintain such work. Subcontractor shall perform such maintenance work at its own cost and expense. Subcontractor shall also be fully responsible for: A. Any defective or improper work or materials; B. Any damages caused by such defective or improper work or materials; C. The repair or replacement of such work, materials, or damages, which repair or replacement shall be satisfactory to the Owner and Contractor ; and D. Any monies retained during the guaranty period or extension of the guaranty period. No payment made under this Subcontract shall be evidence of the performance of this Subcontract, either wholly or in part, and no payment including final payment shall be construed to be an acceptance of defective work or improper materials, or the performance of this Subcontract, nor shall entrance and use by the Owner constitute acceptance of any of the work under this Subcontract. 11. Extra Work Subcontractor shall not be entitled to receive any extra compensation for extra or additional work of any kind, regardless of whether the work was ordered by Contractor or any of its representatives, unless such extra order is given in writing and signed by the authorized representative of Contractor . Subcontractor specifically agrees that it will make no claim that it was authorized to do any extra work or make any modification in the work by Contractor , or any representative, at the site or elsewhere, in the absence of such written order. 12. Claims Against Owner Any claim of Subcontractor for any additional cost or extra work or damages for any cause whatsoever as may be attributable to or arise out of the acts and omissions or orders of the Owner shall not be chargeable to Contractor except to the extent of the amount of money which may be received by Contractor from the Owner in liquidation of any such claim, and if Contractor , presenting any such claim on behalf of and at Subcontractor's expense, shall be unable to obtain from the Owner any adjustment of or payment on account of any such claims, then Contractor shall have no liability to Subcontractor for such claims. 13. Protection of Work Areas; Indemnification A. Notwithstanding the requirements for insurance to be effected by Subcontractor under Section 14 , Subcontractor agrees in connection with its work under this Subcontract to maintain and protect its work adequately and properly by lights, barriers, supports, and guards, if necessary, and to conduct and carry on its work in such manner as to avoid injury or damages to persons or property including its own work and the work of Contractors and other Subcontractors , and to be strictly responsible for damages to persons or property by failure to do so. B. Subcontractor assumes the entire responsibility and liability for and agrees to hold Contractor and the Owner harmless from any and all damage or injury of any kind or nature whatsoever (including death resulting from such damage or injury) to all persons, whether employees of Subcontractor or otherwise, and to all property (including loss of use of such property) caused by, resulting from, arising out of, or occurring in connection with the execution of its work under this Subcontract. If any person shall make a claim for any damage or injury (including death resulting from such damage or injury) as described above, whether such claim be based upon Contractor's or Owner's alleged active or passive negligence or participation in the wrong or upon any alleged breach of any statutory duty, administrative regulation (whether non-delegable or otherwise) or obligation on the part of Contractor or the Owner , or otherwise, then Subcontractor shall indemnify and save harmless Contractor and the Owner from and against such claim and all loss, expense, and damage or injury that Contractor or the Owner may sustain as a result of such claim. Subcontractor agrees to assume on behalf of Contractor and the Owner the defense through counsel of any action at law or equity which may be brought against Contractor or the Owner upon such claim and to pay on behalf of Contractor and the Owner upon Contractor's demand the amount of any judgment which may be entered against Contractor and the Owner in any such action. The obligation under this Section shall be continuing and shall not be diminished by any approval or acceptance of or payment for work by Contractor . C. If at any time claim shall be made against Contractor or the Owner against which Subcontractor has so indemnified them, then Contractor may withhold from any payment otherwise due to Subcontractor an amount sufficient in Contractor's discretion to protect Contractor and the Owner against the cost of such claims and any costs involved in connection with such claims until the cause for withholding is removed by Subcontractor and evidence to that effect satisfactory to Contractor is furnished to Contractor . 14. Insurance Subcontractor shall take out and maintain in full force and effect during the performance of the work insurance policies insuring against any liability under the worker's compensation and disability benefits law, and shall also provide, maintain, and pay for insurance against liability for damages on account of injuries, death, or damages to or of persons (including Contractor's employees) and injuries to Subcontractor's employees and against liability for damages to property whether resulting from Subcontractor's negligence, fault or default, or by reason of the provisions of this Subcontract or of the Principal Contract . The carrying of such insurance shall not be deemed to release or relieve Subcontractor from or in any way diminish its liability by way of indemnity or otherwise, as assumed by it under the provisions of this Subcontract. The limits of the required insurance policies shall be: (state minimum limits of insurance policies) _____________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ _____________________________________________________________________________ . Certificates evidencing the taking out of such policies shall be furnished to Contractor and shall provide that such policies may not be changed or cancelled until after ______ (number) days prior written notice to Contractor . 15. Compliance with Laws Subcontractor agrees to comply with all federal and state laws, codes, and regulations and all municipal laws, ordinances and regulations, present or future, applicable to the work to be performed under this Subcontract and to obtain at its own expense all licenses and permits necessary for the performance of the work under this Subcontract. Subcontractor shall pay all taxes, assessments, and premiums under the federal Social Security Act, any applicable unemployment insurance, worker's compensation, disability benefits, sales tax, use tax, personal property tax laws, or other applicable laws now or later in effect payable by reason of or in connection with any part of Subcontractor's work. 16. Delay of Interference Contractor shall not be responsible for any delay, interference, or extra costs or damages with respect to Subcontractor's work. 17. 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. 18. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________________. 19. 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. 20 . 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. 21. 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. 22. 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. 23. 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. 24. 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. ___________________________________ ___________________________________ (Name of Contractor) (Name of Subcontractor) By: ________________________________ By: ________________________________ (P rinted or typed name) (P rinted or typed name) ____________________________________ ____________________________________ ____________________________________ ____________________________________ (Name and Office in Corporation) (Name and Office in Corporation)