Foundation Subcontractor Agreement

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Foundation Subcontractor Agreement Powered By Docstoc
					This is an agreement entered into between a general contractor and a subcontractor for
the provision of foundation services. The agreement covers what services are to be
performed, what materials are to be used, the rate, the term of the relationship, and the
scheduling of the work. It contains numerous standard clauses as well as opportunities
for customization to address the unique needs of the parties. This document should be
used by general contractors and subcontractors when enterting into an agreement for
foundation services.
               FOUNDATION SUBCONTRACTOR AGREEMENT

        THIS FOUNDATION SUBCONTRACTOR AGREEMENT (the “Agreement), made
this ____ day of ___________, 2___, by and between ______________ (the “General
Contractor”) and ____________________ (the “Subcontractor”), collectively referred to as (the
“Parties”).

        WHEREAS, the General Contractor wishes to obtain the services of the Subcontractor
for the purposes of providing foundation services to the General Contractor;

       AND WHEREAS, the Subcontractor’s main business activity and services is the
preparation and installation of footings for foundations, the pouring of concrete into wood forms
or concrete blocks for stem walls, installation of rebar into forms and the pouring of concrete for
foundation walls for industrial buildings and residential dwellings;

      AND WHEREAS, the Subcontractor is desires to provide its foundation services to the
General Contractor pursuant to the terms and conditions contained herein.

       NOW THEREFORE THIS AGREEMENT WITNESSES, that for good and valuable
consideration of the mutual covenants and agreements contained herein, the receipt and
adequacy of which is hereby acknowledged, the General Contractor and the Subcontractor hereto
covenant and agree as follows:

I        SERVICES

1.01 The Subcontractor shall provide the following foundation services, labor, materials and
equipment to the General Contractor for the performance of the Work (the “Work”) to be
completed by the Subcontractor in accordance with the General Contractor’s specific plans and
specifications and pursuant to the terms and conditions contained on Schedule “A” annexed
hereto:

         (a)

         (b)

         (c)

1.02 The Subcontractor shall perform the Work at the Premises known as
__________________ (the “Premises”) or at such other location as the General Contractor may
direct.

II       FEES

2.01 The General Contractor hereby agrees that it shall pay to the Subcontractor the sum of
____________ ($_______) Dollars (the “Fees”) for the completion of the Work at the Premises.



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2.02     The General Contractor shall pay the Fees to the Subcontractor as follows:

         (a)      upon execution of this Agreement, the General Contractor shall pay to the
                  Subcontractor a Deposit in the sum of _____________ ($_______) Dollars (the
                  “Deposit”) by way of cash, certified check, money order or bank draft, in
                  contemplation of the completion of the Work at the Premises; and

         (b)      upon the completion of the Work at the Premises, the General Contractor shall
                  pay to the Subcontractor the balance of the Fees due and owing by way of cash,
                  certified check, money order or bank draft, provided the Work has been
                  completed by the Subcontractor satisfactory to the General Contractor. The
                  balance of the Fees due and owing to the Subcontractor shall be paid to the
                  Subcontractor in full within ______ (____) days of the completion of the Work.

III      TERMS OF RELATIONSHIP

3.01 Subject to the condition that each of the Parties hereto and their servants, agents and sub-
contractors shall at all material times have the necessary qualifications, each of the General
Contractor and the Subcontractor agrees to use and contract exclusively with the other party for
the foundation services to be performed at the Premises.

IV       SUBCONTRACTOR RESPONSIBILITIES

4.01 The Subcontractor shall undertake and complete in a timely and good and workmanlike
manner the foundation services required at the Premises by the General Contractor to the same
extent and in the same manner as if the Subcontractor had been contracted for the foundation
services at the Premises independently.

4.02 The Subcontractor shall maintain at a minimum a standard commercial public liability
and property damage insurance with a ____________________ ($____________) Dollar
coverage limit and having the General Contractor as an additional insured together with all other
stated specific legislated workers compensation insurance coverage and any other insurance as
may be reasonably required by the particular General Contractor. If requested, Subcontractor
will provide General Contractor with written confirmation of the insurance policy.

V        TERM

5.01 The term of this Agreement shall be for a period of _____________ (___) weeks or
months commencing from the date hereof and ending on the _____ day of _____________,
20__, unless terminated at an earlier date pursuant to provisions contained herein.




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VI       SCHEDULING OF WORK

6.01 The Subcontractor agrees that it shall not deliver any material or equipment to the
Premises or commence the Work until the Subcontractor receives written notice from the
General Contractor to do so.

6.02 The Subcontractor will commence the Work upon receiving such written notification
from the General Contractor and shall perform the Work on Work Days. Work Days shall mean
the days commencing Monday through Friday between the hours of _______ a.m. and _______
p.m.

VII      TERMINATION OF AGREEMENT

7.01 This Agreement shall be terminated prior to the end of the term and the General
Contractor and the Subcontractor will relieved of any further obligations hereunder as follows:

         (a)      where an execution or any other process of any court shall become enforceable
                  against one party or a distress or analogous process shall be levied upon the
                  property of one party or any part thereof then in either event the other party, at its
                  sole option, may terminate this Agreement;

         (b)      where one party shall become insolvent or commit an act of bankruptcy, or make
                  an assignment in bankruptcy or a bulk sale of its assets or a bankruptcy petition
                  shall be filed or presented against a party and not be bona fide opposed by such
                  party the other party, at its sole option, may terminate this Agreement; or

         (c)      either party may terminate this Agreement where the other has ceased to carry on
                  the business contemplated by this Agreement and as was being carried on as of
                  the date hereof.

VIII     GENERAL PROVISIONS

8.01 This Agreement shall be governed by and interpreted according to the laws of the State of
____________________.

8.02 The Parties hereto shall endeavour to resolve any differences of opinion which may arise
between them with respect to the provisions of this Agreement by negotiation between
themselves personally or with the assistance of their attorneys and unless in the opinion of any
party, acting reasonably, the matter in dispute is of such a significant nature to warrant it being
addressed otherwise, no party shall commence any public proceedings until the negotiations have
failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties
hereby agree to make themselves available on short notice and to negotiate promptly and in good
faith, any matter any party may wish to negotiate.




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8.03 The Parties agree to obtain the assistance of a mediator should any party be of the opinion
that the assistance of a mediator would assist in an expeditious and amicable resolution of the
matter in dispute. The costs of any such mediator shall be shared equally by all of the Parties
involved in the dispute.

8.04 If negotiations are conducted with the assistance of a mediator and no agreement is
reached, the mediator shall be instructed to proffer no opinion as to the position maintained by
any party and to make no report unless directed to do otherwise, in writing, by all of the Parties.

8.05 The Parties hereto agree that no report of anything said or of any admission or
communication made in the course of the negotiations or mediation hereinbefore described shall
be used as evidence or shall otherwise be admissible in any legal proceeding, except with the
consent, in writing, of all of the Parties.

8.06 If in the opinion of any party, acting reasonably, it is unlikely to expect the matter in
dispute as between the Parties to be resolved by continued negotiations or continued mediation
as hereinbefore provided, or if the matter is of such a significant nature to warrant it being
addressed otherwise, then the matter in dispute shall be submitted to and shall be subjected to
binding arbitration pursuant to the rules of the American Arbitration Association. The prevailing
party shall be awarded reasonable attorneys’ fees and costs.

8.07 The Subcontractor liability shall be strictly limited to the value of the foundation services
agreed to be performed and for greater certainty the Subcontractor shall not be liable for any
general, special, incidental or consequential damages including, but not limited to, property and
equipment damage, loss of production, loss of profits, loss of revenue, or any other business or
economic disadvantage suffered by either the General Contractor or the customer on account of
any default or negligence of the Subcontractor. The Subcontractor agrees to indemnify and save
the General Contractor harmless from any claims or judgments brought or made against it in
contravention or excess thereof.

8.08 This Agreement may not be assigned or transferred by either party without the express
written consent of the other party which consent may be withheld in the discretion of the
consenting party.

8.09 This Agreement and the Schedules referred to herein constitute the entire agreement
between the Parties and supersede all prior agreements, representations, warranties, statements,
promises, information, arrangements and understandings, whether oral or written, express or
implied, with respect to the subject matter hereof. The Parties further acknowledge and agree
that, in entering into this Agreement, they have not in any way relied, and will not in any way
rely upon any oral or written agreements, representations, warranties, statements, promises,
information, arrangements or understandings, express or implied, not specifically set forth in this
Agreement or in such schedules, documents or instruments.

8.10 If any provision hereof is illegal or invalid, such illegality or invalidity shall not affect the
validity of the remainder hereof.


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8.11 This Agreement shall be binding upon and enure to the benefit of the Parties and their
respective heirs, administrators, executors, successors and permitted assigns. Nothing herein,
express or implied, is intended to confer upon any person, other than the Parties and their
respective heirs, administrators, executors, successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

               IN WITNESS WHEREOF, the General Contractor and the Subcontractor have
executed this Agreement as of the day and year first written above.

[CONTRACTOR]



Name:
Title:


[SUBCONTRACTOR]



Name:
Title:




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                                                 SCHEDULE “A”

                                         TERMS AND CONDITIONS


1.       HAZARDOUS MATERIALS

In the event the Subcontractor encounters any hazardous materials while performing the Work,
the Subcontractor may stop the Work until such time a fee has been negotiated between the
General Contractor and the Subcontractor for the removal of the hazardous materials. Hazardous
materials shall mean any material that because of its quantity, concentration or physical chemical
characteristics may pose a real hazard to human health or the environment. Hazardous materials
shall include, but not be limited to, flammable and combustible material, toxic material,
corrosive material, aerosols, compressed gases, mercury, asbestos, bulk fuels, medical waste and
chemical, biological and radiological materials.

2.       REMOVAL OF DEBRIS

Upon completion of the Work, the Subcontractor agrees that it shall promptly remove all debris
and equipment from the Premises and leave the Premises in a good state of cleanliness.

3.       FEES

In the event the General Contractor fails to make the payment of Fees to the Subcontractor as
contemplated in the Agreement, the Subcontractor shall have the right to cease all Work at the
Premises until such time the General Contractor makes all payments due and owing to the
Subcontractor. In the event the General Contractor fails to make any payment of fees due and
owing to the Subcontractor within ______ (___) days of such payment being due, the
Subcontractor shall have the right to breach the failure of such payment as a material breach of
the Agreement and shall have the right to terminate the Agreement and not complete the Work
contemplated therein.

4.       COMPLIANCE WITH BUILDING REGULATIONS

The General Contractor agrees that the Subcontractor shall not be held liable or responsible for
the failure by the General Contractor to adhere to any relevant building codes, regulations or
ordinances. The Subcontractor shall not be held responsible or liable for any existing abnormal
or unusual conditions at the Premises.

5.       ADDITIONAL WORK

In the event any additional work required to be done by Subcontractor will be provided by the
Subcontractor upon written authorization of the General Contractor. The Subcontractor and the
General Contractor agree that payment to the Subcontractor of any additional work required to
be done shall be negotiated between the Subcontractor and the General Contractor prior to the
commencement of any additional work by the Subcontractor.



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6.       FORCE MAJEURE

Neither the General Contractor nor the Subcontractor is responsible for the failure to fulfil its
obligations under this Agreement or for delay in doing so if such failure or delay is due to
circumstances beyond its control, such as, but not limited to, acts of God, acts of government,
war, riots, strikes, accidents in transportation. The General Contractor and the Subcontractor
agree to immediately provide notice of any such circumstance and hereby undertakes to restore
the status quo as soon as is feasible.

7.       INSURANCE

The General Contractor will maintain at its sole cost and expense, fire insurance in an amount of
not less than ______________ ($______) Dollars. Such insurance coverage shall include
construction, vandalism and malicious mischief clauses. The insurance in place by the General
Contractor will name the General Contractor and its subcontractors as additional insureds under
the policy. In the event the General Contractor fails to obtain and maintain such insurance
coverage for the Work to be performed, the Subcontractor may at its sole option purchase such
insurance at the costs of the General Contractor.

The Subcontractor agrees that it will prior to the commencement of the Work and throughout the
duration of the Work obtain and maintain Worker’s Compensation Insurance for the
Subcontractor’s employees. The Subcontractor shall maintain adequate coverage against any
claims which may be made against the Subcontractor for Worker’s Compensations,
unemployment insurance and taxes. The Subcontractor must maintain public liability, property
damage and builder’s risk insurance in the aggregate amount of _____________ ($__________)
Dollars for the duration of the Agreement, with the General Contractor.

8.       INDEMNIFICATION

The General Contractor hereby agrees to indemnify and hold the Subcontractor, its affiliates,
successors and assigns and its employees, harmless from and against any and all claims which
may arise out of the General Contractor’s Work at the Premises or from the conduct of the
General Contractor’s business at the Premises. The General Contractor further agrees to
indemnify and hold the Subcontractor, its affiliates, successors and assigns and its employees
harmless from and against any and all claims arising from any breach or default in the
performance of any of the obligations on the General Contractor’s part to be performed under the
terms of this Agreement or arising from any negligence of the General Contractor or any of the
General Contractor’s agents, subcontractors or employees and from and against all costs,
including reasonable attorney fees, expenses and liabilities incurred in the defense of any such
claim or any action or legal proceeding brought thereon.

9.       GOVERNMENTAL COMPLIANCE

The General Contractor shall be liable and responsible for and shall ensure at all times that the
General Contractor and its employees and subcontractors comply will all local, state and federal
laws.



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The General Contractor shall at all times while the Work is being performed at the Premises,
ensure that clean drinking water and suitable toilet facilities are available for use.

10.      MATERIAL

The amount Fees payable under this Agreement are subject to increase if the cost of Materials
increases by more than __________ (____%) percent over the amount quoted to the General
Contractor by the Subcontractor between the date of this Agreement and delivery of such
Materials to the Premises for the Work. In the event of such increases, and upon written
documentation establishing the extent of the increase, the Fees will be equitably adjusted.

11.      SAFETY

At all time while performing the Work, the Subcontractor and any of its employees shall:

         (a) wear hard hats, safety boots or shoes, long pants and shirts; and

         (b) wear safety glasses when performing tasks where the risk of eye injury is probable.

The Subcontractor agrees to accept responsibility for the prevention of accidents to workers
engaged upon or in the vicinity while performing the foundation services at the Premises. The
Subcontractor agrees to adhere to all federal, state, municipal and local laws, rules, regulation,
codes, standards, notices and requirements concerning safety while performing foundation
services and shall be solely responsible for the training of the Subcontractor’s employees and its
sub-subcontractors employees as required to comply with federal and state statues.

12.      UTILITIES

In the event the Subcontractor requires trenching, excavating, tunneling or boring to perform the
foundation services at the Premises, then prior to commencing the Work the Subcontractor will
be solely responsible for identifying and locating all existing underground utilities that may
interfere with the Work to insure that such services are not damaged by the Subcontractor’s
operations.

The Subcontractor will take all reasonable measures necessary to identify and avoid damaging
the services.

In the event underground utilities are identified, which may interfere with the foundation services
of the Subcontractor, then the Work shall not commence without first obtaining the written
permission from the General Contractor.

The Subcontractor is responsible to protect the work of other trades from damage caused by the
foundation services and shall be responsible for the repair of such damage.




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13.      DAMAGE DISCLAIMER

The supplier of the foundation products to be used by the Subcontractor for the Work shall not
be held liable for any result of injury, direct or indirect damages from the use of foundation
products supplied to the Subcontractor. Determining the use or intended use for the foundation
products used by the Subcontractor is the Subcontractor`s sole decision. The supplier is not to be
held responsible for property damage resulting from the use, application or installation of the
foundation products.




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DOCUMENT INFO
Description: This is an agreement entered into between a general contractor and a subcontractor for the provision of foundation services. The agreement covers what services are to be performed, what materials are to be used, the rate, the term of the relationship, and the scheduling of the work. It contains numerous standard clauses as well as opportunities for customization to address the unique needs of the parties. This document should be used by general contractors and subcontractors when enterting into an agreement for foundation services.
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