Drake General Contractors

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					       Your company is identified as a potential subcontractor to Hubbard & Drake General-Mechanical
Contractors.

        Hubbard & Drake is committed to providing a safe and productive workplace for all individuals, sub-
contractors and vendors. We will use only those contractors and suppliers that can demonstrate management
leadership and quality service in these areas. To complete the subcontractor or vendor approval process with
Hubbard & Drake you must provide or complete the following items and return the information to the
Hubbard & Drake Risk Manager at your earliest opportunity:

       Have a documented safety and health program. (send a copy if requested)

       Have a documented drug and alcohol program. (send a copy if requested)

       Review and have a Company Officer sign the enclosed “Subcontractor Agreement” document.
       Understanding that additional contract enclosures, addendum and specifications may be added later
       depending on the specific projects.

       List Hubbard & Drake as an “additional insured” for general liability on a certificate of insurance for
       your general liability insurance policy.

       Issue a waiver of subrogation to Hubbard & Drake on a certificate of insurance for your Workers
       Compensation policy. Include the endorsement to this effect on the certificate of insurance.

       Employees must complete the Tennessee Valley Training Center (TVTC) “Basic Plus” Curriculum &
       applicable customer specific orientations before beginning work. Additional safety training may be
       required depending on the project and customer requirements, e.g., fire watch, respirator fit testing,
       fork truck licensing etc. TVTC can be contacted by calling (256) 350-9944.

       Your work must be coordinated through the assigned project management team for Hubbard & Drake.
       You must be issued a purchase order before you begin work. Our main office telephone number is
       (256) 353-9244 and we will be happy to direct you to the appropriate party.

       Complete and return the Hubbard & Drake subcontractor/vendor questionnaire and W-9 form.

      Our fax number is (256) 350-5043 and my email is jeff@hubbarddrake.com if you wish to return
documents in this manner. We require the return of original documents for the subcontractor agreement.

        Please return the requested information as soon as possible and contact me if you have any questions
regarding these requirements.

Jeffrey D. Marksberry
Vice President
Risk Management
                                         Contract Enclosure
                                  Safety Rules for Sub-Contractors
                                                Addendum 1
       1. Overview

       It is the policy of Hubbard & Drake to use only those contractors that truly understand the
       importance of safety in the workplace. Contractors and their employees must understand
       their responsibility in the safety process and understand that safety rules apply to everyone.
       Contractors unable to comply with established guidelines or rules and regulations may be
       removed from the job site. Their status as a qualified contractor may be removed and their
       contract terminated. Any contractor removed for safety related issues will be notified in
       writing within 72 hours of removal.

       2. Sub-Contractor Safety Requirements

       a.) The contractor agrees to abide by all of Hubbard & Drake, Customer and facility safety
           policies, and site safety plans.
       b.) The contractor will comply with all laws, rules and regulations set forth by legislation
           pertaining to occupational health and safety, DOT, environmental and other applicable
           legal requirements.
       c.) The contractor will have in place a drug and alcohol free workplace policy; the policy must
           contain provision for random testing and MRO certification of positive results. This policy
           must be in place before start dates of work projects, and is subject to review by Hubbard
           & Drake safety personnel.
       d.) The contractor agrees to furnish Hubbard & Drake statistical data, facts and records
           required on the H&D pre-qualification questionnaire.

       3. General Job Site Safety Rules

       a.) All unsafe conditions or unsafe acts will be reported to the Hubbard & Drake job site
           Foreman, Superintendent or Safety Director for corrective actions.
       b.) All injuries will be reported and documented. A copy of the incident/accident report must
           be forwarded to the Hubbard & Drake Safety Director within 24 hours after an incident
           occurs.
       c.) Contractors will be responsible to supply appropriate first-aid supplies for their personnel.
       d.) Hardhats, steel-toed leather boots and safety glasses/goggles will be worn on all job
           sites. Hearing protection will be worn in designated or high noise areas.
       e.) Employees must wear full length pants, and shirts with sleeves that cover the ball of the
           shoulder and extend 5 inches down the arm. Cut off shirts and pants may not be worn.
       f.) Horseplay, fighting and gambling is prohibited; employees engaged in these activities will
           be removed from the job site.
       g.) Drugs, alcohol, guns, explosives and other weapons are prohibited on job sites,
           employees found in possession will be removed from the job site.
       h.) Smoking may only occur in authorized areas at authorized times, your Hubbard & Drake
           job rep will assist you with this information.
Subcontractor Package                            2                                             Rev. 12/2009
       i.) Face shields will be worn during jack-hammering, grinding, sanding or other operations
           that may cause flying debris.
       j.) .Chemical splash goggles will be available when working in chemical process areas, and
           worn when exposure to a splash with a hazardous material is possible.
       k.) . Defective tools, equipment, harnesses/lanyards will not be used.
       l.) Any employee working 6 feet above grade or who is exposed to a fall to a lower level
           must adhere to fall protection/fall arrest practices. Only full body harnesses with shock
           absorbing lanyards or another fall arrest system may be used for employee guarding. A
           policy of 100% tie-off will be enforced at all times.
       m.) A fire extinguisher will be present during all hot work. The extinguisher must be at least a
           10 lb, ABC type, and be located 30 feet or less from the work operation.
       n.) Employees riding in the back of vehicles will be sitting. The driver and passengers will
           utilize seat belts. Drivers will obey speed and other traffic rules on the job site. The max
           speed on any job site is 5 mph.
       o.) Other safety equipment will be worn as necessary. Gloves will be worn when handling
           rough materials or when the work subjects hands to lacerations, burns or punctures.
       p.) Employees will adhere to guidelines set forth for lockout/tag out procedures; each
           employee will be responsible to have his/her own lock. An employee’s key must never be
           surrendered to another person.
       q.) No one may operate cranes, booms, lifts, forklifts or conduct scaffolding operations
           without the proper training.
       r.) Electric cords will have proper grounds. A GFCI will be utilized on all electrical cords at all
           times. An assured grounding program may be required.
       s.) All machine and tool guards must be kept in place at all times.
       t.) Confined Spaces may only be entered after proper air monitoring and permitting, and
           employees entering spaces must have been trained accordingly.
       u.) Employees required to wear respirators will have proper medical certification, fit testing
           must be completed and employees must be properly trained in their use. Employees must
           be advised of potential atmospheric hazards in their work areas.
       v.) Extension ladders will be tied off at the top. Stepladders will be fully unfolded and the
           folding locks engaged. Standing on the top of stepladders is prohibited.
       w.) All employees on job sites must have submitted to, and been confirmed to have a
           negative drug screen. Proof of the screen result may be required for certain projects.
           The contractor’s employees may also have to submit to additional drug screening as the
           project requires. Hubbard & Drake reserves the right to conduct “job” specific random
           screening that includes sub-contractor personnel. Any sub-contractor employee that
           has a “non-negative” test result to any substance abuse testing will be removed from the
           site and will not be allowed to return. Subcontractors will notify their employees of this
           policy and their potential to be tested at any time.
       x.) Job sites will be kept clean and neat. Good housekeeping practices are expected.
       y.) Employee hair must be controlled to not create a safety hazard or prevent the proper use
           of any required safety device such as respirators that require specific fit testing.
           Employees may be required to use hair nets or similar practice to prevent hair from
           becoming a safety hazard.
       z.) All safety equipment will be worn as the manufacturer intended and inspected regularly.
           Hardhats will be worn with bills to the front.

       4. Special Considerations

       a.) All employees training, including costs for the Tennessee Valley Training Center is the
           financial responsibility of the contractor. Hubbard & Drake accepts no financial
           responsibility for any safety training that the subcontractor or their employees may have to
           complete as a condition or requirement for this project.

Subcontractor Package                             3                                             Rev. 12/2009
       5. Site Specific Requirements

       a.) All subcontractors will be required to complete the Customer's contractor qualification
           process as required. Any contractor failing to meet the customer's requirements at any
           time, for any reason will be disqualified from beginning and/or completing their project.

       b.) All contractors will name Hubbard & Drake as an additional insured on their Workers
           Compensation and General Liability Policy.

       c.) All contractor personnel will have completed the Tennessee Valley Training Center “Basic
           Plus” orientation and any customer's site orientation if required. This training will be at
           Contractor's expense.

       6. Contractor Questions and Concerns

       Any questions concerning safety requirements or job site safety concerns may be directed to
       the Site Safety Coordinator or the Hubbard & Drake Risk Manager.

       7. Final Statement

       Other rules, guidelines and policies may apply at different times, items listed are basic
       guidelines. Additional requirements will be published and furnished as they arise. Any
       exceptions to any guideline must be granted in writing by the Hubbard & Drake Risk
       Manager.




Subcontractor Package                            4                                            Rev. 12/2009
                                         Contract Enclosure
                                      Insurance Requirements
                                           Addendum 2A

                  Required Coverage                              Minimum Limits
          A). Workers’ Compensation                                      Statutory

          B.) Employers Liability                                $1,000,000 each accident
                                                                 $1,000,000 disease each employee
                                                                 $1,000,000 disease-policy limit


          C.) Commercial General Liability                       $2,000,000 each occurrence,
              (Bodily injury, property damage                    combined single limit
              and contractual liability on an
              occurrence form of policy naming
              Hubbard and Drake as additional
              insured)

          D.) Comprehensive or Commercial                        $1,000,000 each occurrence,
              Automobile Liability                               combined single limit
              (Bodily injury or Property Damage
              including coverage for all owned,
              non-owned and hired vehicles naming
              Hubbard and Drake as additional insured)

          E.) Umbrella Liability Insurance                       $1,000,000 each occurrence
              Affording excess coverage over                     and annual aggregate
              the underlying primary insurance
              required in subparagraphs “B”, “C” and “D”
              and naming Hubbard & Drake
              as an additional insured

              Mailing address for the Certificate of Insurance is Hubbard & Drake, PO Box 1867, Decatur, Al
              35602-1867. The fax number is (256) 350-5043.




Subcontractor Package                             5                                               Rev. 12/2009
                                                  Hubbard & Drake
                                       Safety Assurance Program
                                                             Form HD-CQ1



         Sub-Contractor Prequalification Questionnaire
       Company Name ______________________________________________________________

       Mailing Address:

              Street/PO Box __________________________________________________________

              City ______________________________ ST__________ Zip____________________

       Physical Address:

              Street _________________________________________________________________

              City ______________________________ ST __________Zip____________________



       Phone Number (main office) (       ) _________-_________________

       Phone Number (other location)       (      ) _________-_________________



       (1) Designated person responsible for completing bids and estimates:

       __________________________________________Phone (                 )_________-____________

       Email Address: ______________________________________________________________

       (2) Designated person responsible for management of field operations:

       _________________________________________Phone (                )__________-___________

       Email Address: ______________________________________________________________

       (3) Type(s) of work/services your company can provide to Hubbard & Drake:

              ______________________________             _______________________________

              ______________________________             _______________________________

              _______________________________            _______________________________




Subcontractor Package                             6                                          Rev. 12/2009
       (4) Number of total employees in company                             ______________

           Number of Safety Personnel                                       ________________

           Number of Engineers                                                      ________________

           Number of Superintendents                                        ________________

           Number of Field Supervisors/Foremen/Lead men                             ________________

           Number of Field Work Force Employees                                     ________________

           Number of QA/QC Personnel                                                ________________

           Number of Equipment Operators                                            ________________

       (5) Do you employ a full time safety professional? (           ) Yes                   (   ) No

       (6) If yes, name ______________________________Phone (                       )________-____________



       (7) Does your company have a Safety Policy Manual? (                ) Yes    (      ) No



       (8) Does your company have a Safety Training Program? (                 ) Yes          (   ) No



       (9) If your company has a Training Program, please check the topics included:

           [    ] Hazardous-Communications                        [    ] Personal Protective Equipment

           [    ] Lockout/Tag out/Energy Control                  [    ] Respiratory Protection

           [    ] Fall Protection                       [   ] Confined Space Entry

           [    ] Ladders/Scaffolds                               [    ] Compressed Gases

           [    ] Fire Prevention                                 [    ] Fire Extinguishers

           [    ] Forklifts                                       [    ] Crane/Boom Truck Operations



           Please List Other Topics_________________________________________________________



       (12) Does your company conduct safety meetings? (               ) yes                  (   ) No

               How frequently? (      ) daily      (   ) weekly        (       ) monthly

               Do all employees participate in the meetings? (             ) Yes    (      ) No


Subcontractor Package                                   7                                                Rev. 12/2009
       (13) Does your company have an accident investigation procedure? (     ) Yes     (   ) No



       (14) Please list your company's Recordable Incidence Rate (RIR) for the following:



            2009___________          2008___________         2007__________           2006__________



       (15) Please list your company's Experience Modification Rate (EMR) for the following:



             2009___________          2008___________         2007__________          2006__________



       (16) Does your company have a Safety Committee of employees from different levels within your
       organization? ( ) Yes             ( ) No



       (17) Has OSHA issued any citations to you in the last 3 years? ( ) Yes ( ) No

       (18) Does your company have a Drug and Alcohol Policy? ( ) Yes                    ( ) No



       (19) Does your company have a Random Drug Screening Program? ( ) Yes              ( ) No

       (20) Submission of contractor safety information:

                        Please Include The Following Items with this Questionnaire:
          a) Copy of your OSHA 200 log for years 2006, 2007, 2008

          b) WCB firm experience rating statement, reflecting current EMR

          c) Copy of your company's safety policy manual

          d) Certificate of insurance naming Hubbard & Drake as additional insured for workers
             compensation and general liability insurance coverage

          e) Copy of the current injury/incident report in use by your company

          f) Copy of your company's drug and alcohol policy




Subcontractor Package                              8                                               Rev. 12/2009
Subcontractor Package   9   Rev. 12/2009
                                            Subcontract Agreement


       Subcontract No:______________________________
                                                                          This box completed by
       Effective Date of Contract______________________                   Hubbard & Drake


       Sub-Contractor: ___________________________________________________________

       Physical Address: __________________________________________________________

       City: _______________________________ST: __________ Zip _____________________

       Mailing Address: ___________________________________________________________

       City: _______________________________ST: __________ Zip ______________________

       Type Entity: (   ) Sole Proprietor    (   ) Partnership   (   ) Corporation (type)_________

       Employer ID # (FEIN #): ______________________________

       Owner/Officer Name: _______________________________________________________

       State of Alabama GC License # _______________________

       Phone: (_________) __________-_____________ Fax:(__________)_________-___________

       E-Mail: ______________________________________________________________________

       Type(s) of Work Performed: ____________________________________________________

                                    ____________________________________________________


       Billing Mailed To: Hubbard & Drake                                 H & D Information
                          P.O. Box 1867                                   Ala. GC License # 14799
                          Decatur, Alabama 35602                          Tenn. GC License # 00038235
                                                                          FEIN # 63-0887505




Subcontractor Package                               10                                               Rev. 12/2009
       Article 1-Indemnification:

       1.1       From the date of the start of the work and to the full extent permitted by law, Subcontractor agrees to defend,
       indemnify and save harmless the Contractor and Owner, and their agents, servants and employees, from and against any
       claim, cost, expense, or liability (including attorneys’ fees, cost, consulting fees and expert fees) attributable to bodily
       injury, sickness, disease, or death, or to damage to or destruction of property (including loss of use thereof), caused by,
       arising out of resulting from, or occurring in connection with the performance of the work by Subcontractor, its
       subcontractors, or their agents, servants, or employees, whether or not caused in part by the active or passive negligence
       or other fault of a party indemnified hereunder; provided, however, Subcontractor’s duty hereunder shall not arise if such
       injury, sickness, disease, death, damage, or destruction is caused by the sole negligence of a party indemnified hereunder.
       Subcontractor’s obligation hereunder shall not be limited by the provisions of any worker’s compensation or similar act.

       1.2      In any and all claims against Hubbard & Drake, or any of their respective consultants, agents, officers, owners or
       employees by any employee (or the survivor or personal representative of such employee) of SUBCONTRACTOR, any of
       their subcontractors, any supplier, any person or organization directly or indirectly employed by any of them to perform
       or furnish any of the work, or anyone for whose acts any of them may be liable, the indemnification obligation under
       paragraph 1.1 shall not be limited in any way by any limitation on the amount or type of damages, compensation or
       benefits payable by or for SUBCONTRACTOR or any such Subcontractor, Supplier, or other person or organization under
       workers’ compensation acts, disability benefit acts or other employee benefit acts.

       Article 2-Insurance Requirements

       2.1      Before commencing with any work, the subcontractor shall provide and pay for insurance coverage not less than
       those specified on Addendum 2 attached to this document and/or requirements of the customer if they exceed
       Addendum 2 of this document. The limits and types of insurance required by this contract are the minimums required
       and shall not relieve, reduce or limit the liability of the Subcontractor.

       2.2      Subcontractor shall furnish a certificate, satisfactory to Hubbard & Drake, from each insurance company
       providing coverage to Subcontractor showing the required insurance to be in force and stating that the insurance will not
       be cancelled, non-renewed or materially changed except after providing at least (30) days actual, written notice to
       Hubbard & Drake. Hubbard & Drake reserves the right to review all of the Subcontractor’s insurance policies applicable to
       any work to be performed. All insurance certificates for Subcontractor will remain in force without interruption for the
       duration of any work performed by Subcontractor under this agreement.

       2.3      With respect to the insurance required by this agreement and indicated on Addendum 2A or 2B as appropriate,
       and to the extent that the Subcontractor maintains property insurance coverage or other coverage for loss or damage to
       property, Subcontractor and its insurers hereby waive all rights to make claims against Hubbard & Drake, their customers,
       sub-contractors, their agents, officers and employees.

       2.4     Subcontractor shall immediately advise Hubbard & Drake, in writing, of the facts and details of every accident
       and personal injury occurring in connection with their work activities for Hubbard & Drake.

       2.5      In the event that damage is covered by any Builder’s risk or similar property insurance policy provided by
       Hubbard & Drake or its customers, Subcontractor agrees to pay its pro-rata share of any applicable deductible as the loss
       to the Subcontractor’s Work applies to the loss.

       2.6     Before beginning any work, Subcontractor shall cause Hubbard & Drake, its Officers, Agents, Employees and
       Servants, to be named as additional insurers under the Subcontractor’s general liability policy, automobile liability policy
       and excess liability policy.




Subcontractor Package                                        11                                                         Rev. 12/2009
       Article 3-Damages

       3.1      Hubbard & Drake shall not be liable or responsible for loss or damage to the equipment, tools, facilities, or other
       property owned, rented, or used by the Subcontractor, or anyone employed by the Subcontractor, in the performance of
       work activities for Hubbard & Drake; and the Subcontractor shall maintain such insurance and take such protective action
       as it deems desirable with respect to such property.

       Article 4-The Work

       4.1        Subcontractor shall furnish all labor, supervision, materials, equipment, tools, scaffolds, transportation, storage
       and all other things necessary to perform the work. The work shall be performed by Subcontractor strictly in accordance
       with directives, guidance, plans, blue prints, drawings or documents provided by Hubbard & Drake and/or its customers.
       If a contract requires Hubbard & Drake to incorporate specific provisions or requirements in subcontract agreements,
       Subcontractor agrees that all of those provisions or requirements are incorporated in the subcontract. Some of these
       provisions or requirements, along with other provisions, may be incorporated in a Rider and attached hereto. The
       rider(s), if any, and all provisions and requirements contained therein become a part of this Subcontract.

       4.2       In the performance of the work, Subcontractor agrees that, except as expressly otherwise stated in this
       Subcontract, it is bound to Hubbard & Drake by the terms and conditions of the Contract documents for each project and
       that the Subcontractor is obligated and liable to Hubbard & Drake to the same extent Hubbard & Drake is obligated and
       liable to its customers. Subcontractor hereby assumes toward Hubbard & Drake all of the duties, obligations and
       responsibilities that Hubbard & Drake has by any contract, any court, arbitration panel, administrative tribunal or other
       body relative to any question, interpretation, ambiguity or discrepancy in any Contract Document in the same manner as
       Hubbard & Drake is bound; and the Subcontractor agrees to comply with and to perform the work as required by such
       interpretation, decision or other written instruction. If Subcontractor incurs any additional cost, delay or disruption to the
       work as a result of any such interpretation, decision or written instruction or as a result of any inadequacy or unsuitability,
       including without limitation, ambiguity, inconsistency or omission in the Contract Documents, Hubbard & Drake shall only
       be obligated to pay additional compensation to Subcontractor or to extend the Subcontractor’s time for performance if
       Hubbard & Drake receives additional compensation or an extension of time from its customer, and then only to the
       extent, if any, of Subcontractor’s equitable portion of such additional compensation or extension of time.

       4.3       All of Hubbard & Drake’s contract documents are available for examination by the Subcontractor at the office of
       Hubbard & Drake. The Contracts made available to Subcontractor will be an un-priced copy. Subcontractor agrees to
       carefully examine and understand any/all contract documents that Subcontractor deems relative to their work; will notify
       Hubbard & Drake, in writing of all ambiguities, inconsistencies and omissions, if any, in the Contract Documents that
       relates to their work; will adequately investigate the nature and conditions of each project site and locality; will familiarize
       itself with conditions affecting the difficulty of the work, and will enter into all agreements to perform work based on its
       own examination, investigation and evaluation and is never reliant upon any opinions or representations of Hubbard &
       Drake.

       Article 5-Price

       5.1       Hubbard & Drake shall pay to Subcontractor for the satisfactory performance and completion of work at the sum
       set forth as the price, subject to the additions and deductions as herein provided. To the extent that the work or any
       changes or modifications thereto are to be performed on a unit basis, the Price shall be computed in accordance with
       agreed upon pricing. The Price and all agreed upon unit prices include compensation of all costs, direct and indirect, of
       Subcontractor’s performance of the work or changes thereto.




Subcontractor Package                                         12                                                          Rev. 12/2009
       Article 6-Progress Payments

       6.1      When authorized to receive Progress Payments by Hubbard & Drake, the subcontractor will submit within 10
       working days of the beginning of a project a detailed schedule showing a cost breakdown of the Price according to various
       line items, or parts, of the work for use only as a basis for confirming Subcontractor’s applications for payment.

       6.2      On or before each monthly billing date, Subcontractor shall submit to Hubbard & Drake a progress payment
       application/invoice. The application shall include the value of the portions of the Work completed, and if the Contract
       Documents provide for payments for stored materials, the value of the material suitably stored (to the satisfaction of
       Hubbard & Drake) at the project site or other approved location. As required, the Subcontractor will submit a partial
       release of lien and general release with each payment application.

       6.3       Subject to Article 7 of this Subcontract Agreement, within 10 working days after receiving a progress payment
       from its customer, Hubbard & Drake shall make a progress payment, less the amount of any retention Owner withholds
       from Hubbard & Drake, to Subcontractor equal to the approved value of the completed portions of the Work and the
       Stored Materials which were included in Hubbard & Drake’s billing to its customer.

       Article 7-Final Payment

       7.1      Final billing from Subcontractor, including billing for all Change Orders, shall be submitted to Contractor not later
       than thirty (30) calendar days after completion of the work.

       7.2      The final payment, consisting of the unpaid balance of the Price, shall be due and payable within thirty (30)
       calendar days after all the following have occurred: 1. completion of the Work by the Subcontractor; 2. acceptance of the
       work by Hubbard & Drake’s customer; 3. final payment to Hubbard & Drake by its customer; 4. Subcontractor has
       furnished satisfactory evidence that there are no outstanding debts to Hubbard & Drake, outstanding claims, obligations,
       encumbrances or liens for labor, services, materials, equipment, taxes or other items incurred in connection with the
       Work are completed.

       Article 8-Payment Conditions

       8.1      Hubbard & Drake reserves the right at all times to contact any contractor and any vendors or suppliers working
       for the Subcontractor related to the work subject to this agreement to verify that they are being paid in accordance with
       the terms of this contract, or any amendments thereto, with Subcontractor for labor or materials furnished for use in
       performing its work.

       8.2       Subcontractor agrees that Hubbard & Drake may, at any time, make payments due to Subcontractor by checks
       jointly payable to Subcontractor and one or more of Subcontractor’s subcontractors or suppliers.

       8.3       Subcontractor shall, as often as requested by Hubbard & Drake, furnish all information required, including,
       without limitation, a sworn statement, with respect to the extent and value of current progress and the nature and extent
       of all obligations incurred by Subcontractor in connection with any on-going work and all payments made by
       Subcontractor on account(s) thereof.

       8.4 Withholdings
            In an addition to any retention, Hubbard & Drake may withhold from any progress or final payment all amounts
       which are reasonably necessary to protect Hubbard & Drake against all risks, including, without limitation, attorney’s fees,
       if any of the following occur:




Subcontractor Package                                         13                                                         Rev. 12/2009
           a) Subcontractor fails to provide evidence satisfactory to Hubbard & Drake that each of its subcontractors, suppliers
              and laborers has been paid for all labor, services, materials, and supplies used in the performance of any Work.
           b) Any Customer reduces any payment to Hubbard & Drake or back charges Hubbard & Drake for reasons
              attributable to any work performed by the Subcontractor.
           c) A portion of the work is unacceptable to Hubbard & Drake or its customer.
           d) A third party asserts a claim against Hubbard & Drake arising from any Work or any incident related to any work
              performed by the Subcontractor.
           e) The Subcontractor fails to carry out any Work, or does not complete any work in accordance with specifications
              instructions.
           f) The Work is not progressing in accordance with or will not be completed within the time allowed by the
              schedule, and the delay(s) can be attributable to the inefficiency, lack of initiative or actions of the
              Subcontractor.
           g) Subcontractor fails to furnish certificates of insurance in compliance with this Subcontract or any required bonds.

       Article 9-Submittals

       9.1      Subcontractor shall promptly prepare or obtain and submit to Hubbard & Drake all drawings, samples, product
       data, catalogue cuts, inspection and laboratory reports, engineering calculations and submittals as may be necessary or
       appropriate.

       9.2      The review or approval of submittals by Hubbard & Drake, or its customer shall relieve Subcontractor of its
       obligation to perform Work in strict accordance with any Contract Documents or Specifications, or its responsibility for
       the proper matching of the Work to contiguous work. No modification, revision or other notation on a Submittal that
       changes or modifies the scope of work shall be valid unless there is a Change Order issued approving same.

       Article 10-Performance

       10.1     Subcontractor, in performing any Work for Hubbard & Drake, acts as an independent contractor and not as an
       agent or employee of Hubbard & Drake. Subcontractor, consistent with the requirements of any Contract Documents,
       Specifications, the Subcontract and Schedule, is free to perform the Work by any appropriate means as it may choose.

       10.2     Subcontractor shall notify Hubbard & Drake before the arrival of Subcontractor’s workers or delivery of materials
       and equipment to any Project Site, before any substantial change in either the composition or size of its forces, and
       before leaving the Project site.

       Article 11-Liens

       11.1     Subcontractor agrees to turn all work over to Hubbard & Drake free and clear of all liens, claims and
       encumbrances. Subcontractor shall defend, indemnify and hold harmless, Hubbard & Drake, Hubbard & Drake’s sureties
       and customers from any lien, encumbrance, claim of lien or suit in connection with a lien or encumbrance filed or
       maintained by any laborer, material man, subcontractor, or other person directly or indirectly acting for, through or under
       the Subcontractor, against any Project or any part thereof or any interest therein or against any monies due or to become
       due from Hubbard & Drake’s customer or from Hubbard & Drake to Subcontractor. Without limiting the foregoing,
       Subcontractor shall cause any such lien, encumbrance, or claim of lien to be satisfied, removed or discharged by bond,
       payment or otherwise within (30) days from the date of filing or receipt of notice, whichever is earlier. Failure to do so is
       a breach of the Subcontract whether the claim of the party filing the lien is valid or not, and shall be indemnified from all
       losses and costs, including, without limitation, Customer and Hubbard & Drake’s attorneys’ fees, incurred as a result of
       any such lien.




Subcontractor Package                                        14                                                         Rev. 12/2009
       Article 12-Default and Termination

       12.1      Hubbard & Drake, by written notice, may terminate the Subcontract, or cancel any on-going project in whole or
       in part for Hubbard & Drake’s convenience. In such event, Subcontractor will be compensated for the reasonable cost of
       all work performed and all materials purchased for any the Work prior to the termination including a reasonable profit
       thereon, plus the reasonable out-of-pocket costs of terminating the Work, but shall receive no compensation, profit or
       overhead for unperformed work or for materials not yet purchased. Regardless of the foregoing, the total sum
       Subcontractor shall be entitled to be paid in the event of a termination for convenience, including all prior payments to
       Subcontractor, shall not exceed the original Price. Subcontractor shall not be entitled to any other compensation or
       payment, in the event of a termination for convenience other than as specifically provided in this Paragraph 12.1.

       12.2       If Subcontractor voluntarily seeks protection of the Federal Bankruptcy Laws or is involuntarily placed in
       bankruptcy, or if any action is brought against Subcontractor which impairs the ability of Subcontractor to perform its
       obligations on any project, or if the Subcontractor makes a general assignment for the benefit of creditors, or if a receiver
       for Subcontractor is appointed, or if Subcontractor refuses, fails or is unable to supply enough properly skilled workers or
       materials to perform the Work according to Schedule, or if Subcontractor fails to make prompt payments for materials or
       labor supplied to Subcontractor for any Work, or if Subcontractor disregards laws, ordinances, rules, regulations, or orders
       of any public authority related to any work for Hubbard & Drake, or if Subcontractor otherwise violates any provision of
       the Subcontract then Hubbard & Drake shall have the right to notify Subcontractor, in writing, of Subcontractor’s default
       in performance, and to require that Subcontractor cure such default within ten (10) calendar days after receipt of such
       notice. If Hubbard & Drake determines that Subcontractor has not cured the default with ten (10) calendar days after
       receipt of such notice, then Hubbard & Drake may, at its option, without releasing or waiving any other rights and
       remedies against Subcontractor and Subcontractor’s sureties and without prejudice to any other right it may be entitled
       to under this Subcontract or by law, terminate Subcontractor’s right to proceed under this Subcontract by written notice.
       Notwithstanding the foregoing notice requirement, Hubbard & Drake may, in its sole discretion, supplement the work
       force on any project to perform a portion of Subcontractor’s work upon twenty four (24) hours notice to Subcontractor,
       and charge Subcontractor the costs associated with the supplementation if Subcontractor is in default of this Subcontract
       or fails to satisfactorily complete any project. After such termination and without further notice, Hubbard & Drake may
       enter upon and take possession of all materials, equipment, tools, construction equipment and machinery located on the
       job site, stored off site or located at other facilities of Subcontractor or its subcontractors or vendors and which are
       allocated to or assigned to the Project or which were purchased for the Project, and Hubbard & Drake or its designee may
       complete the Work by whatever method Hubbard & Drake deems reasonable under the circumstances.

       12.3     In the event of such termination by Hubbard & Drake, Subcontractor shall not be entitled to any further payment
       or compensation except as provided in paragraph 12.2. In the event the unpaid balance of the Contractor’s reasonable
       overhead and profit, the cost other services, attorneys’ fees and all other costs and charges related to the termination or
       the completion of the Work, such excess shall be paid to Subcontractor upon satisfaction of the conditions for final
       payment as set forth in Article 7. In the event the total cost of completing the Work exceeds the unpaid balance of the
       Price, Subcontractor and its sureties shall be liable to and shall promptly pay such difference to Hubbard & Drake.

       12.4     Subcontractor is prevented from working for a period of sixty (60) calendar days under order of any court or
       other public authority having jurisdiction through no act or default of the Subcontract or its agents or employees, or any
       other persons performing any of the Subcontractor’s work, or as a result of an act of government ( such as a declaration
       of national emergency that creates a lack of materials unavailable for the Work), then Subcontractor may terminate this
       Subcontract and recover from Hubbard & Drake payment for all of




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       Subcontractor’s work completed prior to the termination of Work activities, (less any claims Hubbard & Drake may have
       against Subcontractor); provided nevertheless, that such payment (1) shall include profit and overhead only for the
       portion of the Work completed and in place; (2) shall be payable only to the extent that Hubbard & Drake has received
       payment from its customer; and (3) shall be payable only upon satisfaction by Subcontractor of all the conditions of the
       Subcontract, to the extent of the Work completed prior to the termination hereunder. In the event of such termination,
       Subcontractor shall have no right to any compensation or recovery of any kind, including, without limitation,
       consequential damages, from Hubbard & Drake except as specifically provided in this paragraph 12.4.

       Article 13- Patents and Copyrights

       13.1      Subcontractor shall defend, indemnify and hold harmless Hubbard & Drake and it customer(s) from and against
       any claim, cost, expense or liability arising out of or resulting from infringement or alleged infringement of any patent
       rights or copyrights in connection with any Work, except to the extent Hubbard & Drake’s customer may have assumed
       responsibility therefore under Contract Documents. Subcontractor shall pay all royalties, license fees and similar charges
       for patented or copyrighted material used in or incorporated in any Work.

       Article 14-Labor

       14.1     Hubbard & Drake is an equal opportunity employer complying with Title VII of the Civil Rights Act of 1964.

       14.2      Subcontractor agrees not to discriminate against any employee or applicant for employment because of race,
       color, disability, sex or national origin.

       14.3    Subcontractor agrees that strikes, slowdowns or similar interruptions or disturbances shall not excuse
       Subcontractor from any obligation to perform Work timely and in accordance with the Schedule; and in such event,
       Hubbard & Drake shall be entitled to the rights and remedies provided elsewhere in the Subcontract.

       14.4     Subcontractor shall maintain and exercise control over all employees engaged in the performance of any Work,
       and shall, to the extent permitted by law, remove or cause to be removed from any Project any employee whose
       presence is detrimental to the orderly performance of any Work in the opinion of Hubbard & Drake.

       Article 15-Bonds

       15.1     If so required, Subcontractor shall furnish with ten (10) calendar days before the beginning date of any project, at
       its expense, separate performance and labor and material payment bonds, each in an amount equal to the Price with a
       surety or sureties satisfactory to Hubbard & Drake.

       15.2     Hubbard & Drake has the right, but not the obligation, to require consent of surety for any modification, change
       or alteration to the Subcontract or change of scope of Work on any Project. Failure of Subcontractor to submit consent of
       surety within seven (7) calendar days after Hubbard & Drake request the consent will constitute a material breach of the
       Subcontract.

       Article 16-Pricing

       16.1      The Subcontractor agrees to comply fully with all federal, state and local laws, ordinances and regulations
       relating to cost and pricing data (including certification thereof), audit of books and records and certification of claims to
       the full extent such laws, ordinances and regulations are applicable to Hubbard & Drake.

       16.2      The Subcontractor agrees and represents without limiting any other obligations, that all cost and pricing data and
       all data related to time adjustments submitted by it in connection with any claim, proposal or request for




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       an addition to or decrease in the Price of any project, or for any request for an extension of time (including change
       orders), shall be accurate and complete, shall accurately represent the actual cost Subcontractor has incurred or saved or
       reasonably expects to incur or save and shall set forth the adjustment in the Price and extension of time that
       Subcontractor in good faith believes it should receive.

       Article 17-Disputes of Work Scope

       17.1     Any and all claims, controversies, disputes and any other matters in question arising out of or related to this
       Agreement, or the breach thereof, shall be decided by arbitration in accordance with the Construction Industry
       Arbitration rules of the American Arbitration Association then obtaining unless the parties mutually agree in writing to the
       contrary. This Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. Any
       Arbitration Award will be final and binding on all parties.

       Article 18-Safety and Substance Abuse

       18.1    Subcontractor understands that Hubbard & Drake is committed to the highest standards of safety in the
       workplace and cannot condone substance abuse or violation of applicable safety regulations and policies on its worksites.

       18.2     Subcontractor agrees to abide by all of Hubbard & Drake and Customer safety policies and site safety plans.

       18.3     Subcontractor agrees to abide by all laws, rules and regulations set forth by legislation pertaining to occupational
       health and safety, transportation of materials on public roadways, and the environment.

       18.4     Subcontractor further agrees to abide by the provisions of Addendum 1, “Safety Rules for Subcontractors”, of
       this Subcontract.

       Article 19-Special Provisions

       19.1    This subcontract embodies the entire agreement between Hubbard & Drake and the Subcontractor unless
       amended by written addendum. All bids, proposals for or acknowledgements of this Subcontract by Subcontractor,
       unless made in writing and approved by Hubbard & Drake and placed with the original contract as an amendment,
       whether written or verbal, which contain any term, condition or provision which purports to modify, conflict with,
       contradict or add to this Subcontract, are void and are of no force or effect.

       19.2     Subcontractor warrants that no statement, representation, inducement or promise, oral or in writing, of any kind
       by Hubbard & Drake, not expressly made a part of the Subcontract documents, has induced Subcontractor to enter into,
       or been relied upon by Subcontractor in entering into, this Subcontract.

       19.3     Any notices required to be given to Subcontractor will be mailed or delivered to the addresses signified on Page 1
       of the Subcontract.

       19.4     No changes, modifications, amendments of any of the terms and conditions of this subcontract shall be valid
       unless agreed to by the parties in writing and signed by their authorized representatives.

       19.5____The failure by Hubbard & Drake at any time to enforce or to require strict compliance or performance by
       Subcontractor with any of the provisions of the Subcontract or Amendment shall not constitute a present or future waiver
       of any such provision and shall not affect or impair in any way Hubbard & Drake’s rights at any time to enforce any such
       provision or to avail itself of such remedies as it may have for any breach thereof.




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       19.6    The Subcontractor understands that the provisions of this Subcontract are severable. Should any provision of this
       Subcontract or Amendment applicable to Subcontractor be unenforceable, the remaining provisions shall remain valid
       and binding.

       19.7      The terms of this Subcontract and Amendments shall survive and remain in full force and effect after termination
       of this Subcontract and the completion of all projects.

       19.8      Subcontractor shall, at its own expense: (a) keep the premises at all times free from waste materials packaging
       and other debris accumulated in connection with the Work, by collecting and removing such debris from the Project on a
       daily basis; (b) at the completion of the Work in each area, sweep and otherwise make the Work and its immediate
       vicinity “broom-clean”; (c) remove all of its tools, equipment, scaffolds, temporary structures and surplus materials as
       directed by Contractor and at the completion of the Work’ and (d) at final inspection clean and prepare the Work for
       acceptance by Owner. Subcontractor will be back charged for any costs the Contractor incurs as a result of
       Subcontractor’s failure to perform adequate cleanup. The Contractor’s decision on any allocation of cleanup cost among
       Subcontractors shall be final and binding.

       19.9     Subcontractor warrants and guarantees the Work to the full extent provided for in the Contract Documents.
       Without limiting the foregoing or any other liability or obligation with respect to the Work, Subcontractor shall, at its
       expense and by reason of its express warranty, make good and faulty, defective, or improper parts of the Work
       discovered within one year from the date of acceptance of the Project by the Architect and Owner or within such long
       period as may be provided in the Contract Documents.

              IN WITNESS WHEREOF, the parties hereto have executed this Subcontract as of the day and
       year written on page 1 of this Subcontract Agreement.

       HUBBARD & DRAKE:                    BY(print name): ________________________________________

                                           Signature: _____________________________________________

                                           Title: _________________________________________________

                                                                      Date: _________/_________/___________

       Witness (sign): _______________________________________ Date: _____/______/________

       Subcontractor:                      BY (print name): ________________________________________

                                           Signature: _____________________________________________

                                           Title: _________________________________________________

                                                                      Date: _________/_________/___________

       Witness (sign): _____________________________________ Date: ______/_______/________




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Description: Drake General Contractors document sample