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.
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 ____________ ($_______) Dollars (the “Fees”) for the completion of the Work at the Premises. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 2.02 The General Contractor shall pay the Fees to the Subcontractor as follows: (a) upon execution of this Agreement, the General Contractor shall pay to the Subcontractor a Deposit in the sum of _____________ ($_______) 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 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: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 10
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