HVAC Subcontractor Agreement

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									This HVAC Subcontractor Agreement is between a general contractor and a
subcontractor whereby the general contractor contracts the HVAC services of the
subcontractor for a defined piece of HVAC work and the delivery of specific HVAC
services. This document in its draft form contains numerous of the standard clauses
commonly used in these types of agreements; however, additional language may be
added to allow for customization to ensure the specific terms of the parties’ agreement
are addressed. This agreement can be used by contractors looking to hire a HVAC
subcontractor.
                     HVAC SUBCONTRACTOR AGREEMENT

       THIS HVAC 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 HVAC services to the General Contractor;

        AND WHEREAS, the Subcontractor’s main business activity and services is the
installation of HVAC Systems in residential homes and commercial and industrial buildings;

      AND WHEREAS, the Subcontractor is desires to provide its HVAC 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 HVAC 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.

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



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         (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 HVAC 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 HVAC 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 HVAC
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.

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.



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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.

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.




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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 HVAC 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.

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



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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




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