Subcontractor Agreement
Subcontractor Agreement
Subcontractor Agreement
Subcontractor Agreement
Subcontractor has agreed to the terms and provisions as set forth herein, and
executes this Subcontractor Agreement with Contractor for the construction of the
following construction project owned by ____________________ herein sometimes
referred to as “Owner.”
Each of the parties acknowledges and agrees that the Subcontractor’s performance
under the Subcontractor Agreement shall in be in accordance with and shall include the
terms and provisions of all Plans, Drawings, Specification, Contract Documents and all
Addendums which are provided herewith and/or listed herein below, and which by this
reference are fully made a part of this Subcontractor Agreement as if attached hereto and
repeated herein. For purposes hereof, the Contract Documents shall mean and include
the following:
Contract Documents
Subcontractor hereby covenants and agrees to abide by all of the terms and
conditions set forth in this Subcontractor Agreement, and as indicated in the Contract
Documents including all Plans, Specifications and Addendums which are referred to and
incorporated herein, all which are deemed to be material terms, covenants and
agreements of this Subcontractor Agreement.
Subcontractor has satisfied itself by its own investigation and research, regarding
all the conditions affecting the work to be done and materials to be furnished ,and as to
the meaning and intention of the Plans and Specifications and the general conditions
thereof, referred to herein, and basing its conclusion to execute this Subcontract on such
investigation, independent of any information prepared or furnished by Contractor, agrees
to furnish certain completed work, herein described, as part of said project. No estimate
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or bid of Subcontractor preceding this Subcontract, and no verbal agreement or
conversation with any representative of Owner of Contractor, either before or after the
execution of this Subcontract, shall affect or modify any of the terms or obligations
contained herein. All provisions of the above-mentioned Contract Documents,
Specifications, Addenda and Drawings which are applicable to this Subcontract or which
in any way affect the work herein described, shall have the same effect as if written in
full in this Subcontract Agreement.
3. CONSIDERATION.
Provided that Contractor receives payment from Owner, Contractor agrees to pay
Subcontractor in accordance with the Contractor’s payment criteria, schedule and Vendor
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Billing Procedure, all of which are provided to Subcontractor as an Addendum hereto,
and which are incorporated within and made a material part of this Subcontractor
Agreement. Subcontractor further acknowledges and agrees that Contractor’s receipt of
payment from the Owner is a specific condition precedent to the Contractor’s obligation
to pay the Subcontractor and the Subcontractor’s right to receive payment from the
Contractor. Subcontractor further acknowledges and agrees that Contractor has the right
to make reasonable modifications to the Contractor’s payment criteria, schedule and
Vendor Billing Procedures which exist on the date of this Subcontractor Agreement and
which may be modified thereafter by Contractor. Subcontractor acknowledges and
agrees that its full and timely compliance with the foregoing payment criteria, the
Contractor’s schedule and Vendor Billing Procedure each constitutes a separate condition
precedent to the Contractor’s obligation to pay Subcontractor.
____________________________
Subcontractor’s Initials
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Subcontractor has contracted or hired to provide materials for the work
to be performed in accordance with this Subcontractor Agreement.
Contractor shall not be required to pay and shall not be liable for
payment to Subcontractor if Contractor has not received payment from
Owner.
5. TAXES.
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County, City and municipal authority which taxes and/or fees the
materials, labor, services required, or labor furnished hereunder, and
for any other tax levied by any reason of the work or materials to be
performed hereunder.
6. CONTRACTOR.
8. CANCELLATION.
9. INTERRUPTION OF WORK
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If, as a result of fire, earthquake, Act of God, war, strikes, labor,
dispute, picketing boycott, lockouts, reasonable adjustments in the
work schedules, or any other causes beyond the control of Owner of
Contractor, and either Owner of Contractor shall consider it inadvisable
to proceed with the work hereunder, then Subcontractor shall upon
receipt of written notice thereof from Contractor immediately
discontinue any other work hereunder until such time as Contractor
may deem it advisable to resume said work. Subcontractor shall
resume the work hereunder following the giving of (10) days written
notice from Contractor to resume the work, and Subcontractor shall
not be entitled to any damage or compensation on account of the
cessation of work, for any delay, or for any lost profit or business
opportunity as a result of any of the aforesaid causes.
10. EXTRAS.
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and that Subcontractor shall be paid the value thereof as agreed upon
in any written and executed authorization or change order between the
Subcontractor and Contractor.
11. CHANGES
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such additional shifts and/or overtime as Contractor may require in the
event Contractor deems additional shifts and/or overtime necessary to
meet the time schedule. Subcontractor specifically acknowledges and
agrees that Contractor may require the Subcontractor to have more
than one crew available to perform the work contemplated hereunder
during the effective period of this Subcontractor Agreement, and
Subcontractor shall perform in accordance with all reasonable
demands from Contractor to increase the Subcontractor’s personnel
and crews. Subcontractor agrees that it shall not purchase any
materials or incur any labor costs or any other costs, expenses or
consequential damages claimed or incurred by Subcontractor unless
and until a Purchase Order to Subcontractor at its place of business or
by Subcontractor picking up and singing a receipt for the Purchase
Order(s) at Contractor’s place of business. For purposes of this
Agreement, mailing of the Purchase Orders to Subcontractor shall be at
the following address:
_____________________________
(name)
_____________________________
(address)
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Notwithstanding the foregoing, Subcontractor also acknowledges
and agrees that Subcontractor shall be obligated hereunder to perform
and complete the work specified herein in accordance with
Contractor’s accelerated schedule for model homes, if any, as may be
attached hereto and made a part hereof , upon written request by
Contractor to Subcontractor to proceed with the work specified herein
in accordance with the foregoing accelerated schedule.
The parties hereto acknowledge and agree that in the event the
Subcontractor fails to complete the work or deliver its material in
accordance with this Subcontractor Agreement within the agreed upon
time, then the Contractor will sustain damage and loss for each and
every day of such delay beyond the time for completion of the work or
delivery of the material as defined and agreed upon by the parties in
this Subcontractor Agreement. The parties further acknowledge and
agree, that in the event this Subcontractor fails to perform and
complete the work or deliver the material within the agreed upon time
as specified in the Subcontractor Agreement, and in view of this
difficulty of estimating the damages incurred by the Contractor, then
the parties hereto agree that the Subcontractor shall pay to
Contractor, for each and every calendar day of such delay beyond the
time specified for completion of the work or the delivery of the material
as defined herein, the sum of $500.00 per day, per home, which sum is
hereby agreed upon by the parties to constitute a reasonable amount
of damages incurred by the Contractor for such delay, and which
damages are hereby fixed are determined by the parties to constitute
liquidated damages and a reasonable estimation of the damages
suffered by the Contractor by reason of the delay of the Subcontractor.
The foregoing shall not be considered to be a penalty or punishment
for delay, nor shall it be considered to constitute security for the
purpose of securing timely performance by the Subcontractor.
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necessary to correct and rectify the defect or deficiency within forty-
eight (48) hours after notice to Subcontractor, Subcontractor hereby
authorizes Contractor, for purposes of completing this Subcontract, to
terminate this Subcontractor Agreement and eject the Subcontractor,
and to take possession of all materials, appliances, tools and
equipment on the job site, as well as all materials in the course of
preparation and in the course of construction, wheresoever located,
and to go into the open market and secure materials and employ
personnel necessary to complete said work at the expense of
Subcontractor. The parties hereto agree that Contractor shall have the
right, in its sole discretion, to choose the entity and persons to replace
the Subcontractor, and Contractor’s determination and decision in that
regard shall be final and conclusive between the parties.
18. GUARANTEE AND WARRANTY.
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the Subcontractor fails to correct any defective work and/or provide
such materials in order to complete or remedy such deficiency within
the time periods indicated hereinabove, the Contractor may, in
addition to all other remedies set forth in the Subcontractor Agreement
and as provided for by law, have the defective and/or incomplete work
or materials replaced, corrected and/or incomplete work or materials
replaced, corrected and/or completed and may, at the Subcontractor’s
expense, furnish such materials or labor as are necessary to rectify the
deficiency or defect, including the right to obtain a substitute
subcontractor to provide such materials and/or labor at
Subcontractor’s cost.
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A. Materials in or stored for the work shall at all times be
protected or housed with particular care being taken to
protect all finished parts.
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hold harmless includes the duty to defend and indemnify Owner
and Contractor for any and all claims which are or may in any
way be connected with work, labor or materials performed or
provided pursuant to the Subcontractor Agreement. In addition
to the foregoing, Subcontractor shall procure and maintain,
during the entire progress of the work, full an unlimited
Workmen’s Compensation and Employer’s Liability Insurance.
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rigging, blocking, tools, scaffolding or any other materials to
facilitate the work which Subcontractor is obligated to perform
hereunder.
25. ASSIGNMENT.
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filing or service of attachments, garnishments, or suits involving
the property, improvements or this of the property upon which
the improvements are erected or installed. Subcontractor
further agrees within forty-eight (48) hours after written demand
is addressed to it at the address herein contained, by United
States mail, to cause and effect any lawsuit to be dismissed and
lien to be removed and expunged from the premises, and in the
event Subcontractor shall fail to do so, Contractor is authorized
to use whatever means it may deem appropriate to cause said
lien, attachment, or suit, together with its effect upon the title, to
be removed, discharged, satisfied, compromised or dismissed,
and the costs thereof, together with reasonable attorney’s fees,
shall become immediately due Contractor. Contractor shall be
specifically authorized to withhold from payment to
Subcontractor, such amounts which in Contractor’s discretion it
deems appropriate to protect Contractor and Owner from any
lien or suit, including but not limited to, defense costs thereof
and the cost to obtain and satisfy any bond which may be
obtained for the release of said lien or suit.
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29. HEIRS AND ASSIGNS.
30. BACKCHARGES.
31. NOTICE.
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Subcontractor. Contractor shall thereafter be free to award the
work which is the subject matter of the Subcontract to another
Subcontractor, and the Contractor shall thereupon be relieved of
any further obligation to the Subcontractor herein. Nothing
contained in this Subcontractor Agreement or any amendment,
supplement or addition hereto, including the cancellation or
termination of this Contract under the provision hereof shall in
any way relieve the Subcontractor from its responsibility and
liability for all consequential damages incurred by Contractor by
reason of said default and breach, and the responsibility for
complying with the Subcontractor’s continuing warranties and
guarantee as provided for hereinabove. Said warranties and
guarantee shall survive the expiration or termination of the
Contract.
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arbitration, the other party shall signify its acknowledgment of
the request/demand to arbitrate, and the parties shall thereafter
select an arbitrator for purposes of hearing the dispute. In the
event that any party fails to signify its acknowledgment and
agreement to arbitrate, or in the event said party refuses to
arbitrate, then this Agreement to arbitrate may be specifically
enforced by any Court of competent jurisdiction in accordance
with the provisions of the Utah Code.
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