This SUBCONTRACTOR AGREEMENT (“Agreement”) is made and entered into this
_______day of , 20 , by and between Thrash, Inc., dba TFM Services, a
Kansas corporation (“Contractor”), and _________________________________,
(Check the appropriate type of company) □ a sole-proprietorship, □ a partnership, □ a corporation, □ a
limited liability company (“Subcontractor”), which □ is □ is not an entity or business organized under the
laws of the State of Kansas.
WHEREAS, Contractor is in the business of, among other things, limited general, concrete,
electrical, flooring, landscaping, sheet rock, masonry, painting, plumbing, carpentry, wood refinishing,
carpet installation remodeling, roofing, decking, siding, tile work and similar work relating to the remodel,
repair and refurbishment of buildings and other structures on real property pursuant to contractual
agreements by and among Contractor and Contractor’s customers (the “Customers”); and
WHEREAS, Subcontractor desires to act as a subcontractor to perform certain of those services for
NOW THEREFORE, in consideration of the hiring of Subcontractor to perform various services
for Contractor’s Customers as more specifically set forth herein, the premises set forth herein and other
good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged,
Contractor and Subcontractor agree as follows:
1. Scope of Agreement:
a. With respect to Prime Contract No. ______________ between Contractor
and (“Owner”), Contractor hereby engages Subcontractor to perform the Work
set forth in the Statement of Work, attached hereto as Exhibit A and made part hereof (the
''Work''), pursuant to the terms of this Agreement, and Subcontractor accepts such engagement.
The Work will be performed at the sites set forth in Exhibit B (the ''Project Site'').
b. The Subcontractor, in all matters relating to this Subcontract, shall be acting as an independent
contractor. Neither the Subcontractor nor any of the persons furnishing materials or performing work or
services which are required by this Subcontract are partners or joint venturers with Contractor or are
employees of the Contractor within the meaning of or the applications of any Federal or State
Unemployment Insurance Law or other Social Security or any Workmen's Compensation, industrial
accident law or other industrial or labor law.
2. Performance of Work:
a. Subcontractor is responsible for reviewing all specifications, drawings, and other elements of
the Work and for assuring itself of their suitability for the Work. Subcontractor shall advise Contractor
immediately of any discrepancies, omissions, or ambiguities in the Work, including, but not limited to, any
discrepancies, omissions, or ambiguities in any specification drawings, notes, or instruction that have been
provided by Contractor. Subcontractor shall withhold performance of any aspect of the effort required
hereunder that relates to noted discrepancies, omissions, or ambiguities and shall commence work on the
said aspect only upon the direction of Contractor. Failure to timely notify Contractor of any ambiguity,
discrepancy, or omission shall constitute a waiver of any claim Subcontractor may otherwise have had
arising out of such ambiguity, omission, or discrepancy.
b. The Work shall be performed to the satisfaction of Contractor. Contractor shall have the right to
inspect the Work at any time during the term of this Agreement.
c. Acceptance of the Work after completion shall be solely by written approval of Contractor in
the method described in subsection (d) below. No other action shall constitute acceptance, including,
without limitation, such actions as incorporation of the Work into other products or the beneficial use of
d. When Subcontractor deems the Work completed, Subcontractor shall give Contractor notice
thereof in writing. Within thirty days after receipt of such notice, Contractor shall inspect the Work and
determine if it has been completed to Contractor's satisfaction; if so, Contractor will advise Subcontractor in
writing of its final acceptance thereof; if not, Contractor will notify Subcontractor of the defects and
Subcontractor will correct such defects at Subcontractor's expense. The procedure stated herein shall be
repeated until the Work has been satisfactorily completed and accepted. Any defect in Work not discovered
by Contractor prior to acceptance, but which was present at the time of delivery shall be deemed a ''latent''
defect, without regard to prior acceptance or use. Within the thirty days after receipt of written notice of any
latent or other defects or failures to conform that appear or are discovered either prior to final acceptance or
within the Warranty Period (hereinafter defined), Subcontractor shall, at no cost to Contractor, commence
and pursue diligently to completion the satisfactory replacement of any material and the correction of any
workmanship found to be defective or otherwise not in conformity with the Contract requirements and
remedy any damage to other parts of the Work and the project of which the Work is a part resulting
therefrom. If Subcontractor fails to make such replacement or correction, Contractor may do so after seven
days written notice to Contractor, and charge to or otherwise recover from Subcontractor the cost thereof.
3. Scope of Work: The Work shall be completed in accordance with the Schedule of Work (the ''Scope of
Work''), attached hereto as Exhibit C and made a part hereof. Time is of the essence for this Agreement.
The Subcontractor will take any and all action required to ensure completion of the Work in accordance
with the Scope of Work.
4. Notices: All notices shall be sent by either party to the other in all matters dealing with this Agreement
by certified mail, return receipt requested, to the following addresses:
a. To the Contractor: TFM Services
Attn: Russell Thrash
118 N. Martinson
Wichita, KS 67277-0471
b. To the Subcontractor:
or to any other address provided by written notice to the other party. All notices shall be deemed received
on the third business day after the date of mailing.
a. Except for any amounts that are disputed, payment shall be made in accordance with the
payment schedule attached hereto as Exhibit D and made part hereof (the ''Payment Schedule''). Contractor
will make payment within thirty days of receipt of invoice and supporting documentation of all materials
and labor supplied or provided by Subcontractor’s material men or subcontractors. Each invoice shall be
subject to a ten percent retention which shall be released within thirty days after final acceptance of the
Work pursuant to Paragraph 2(d) above.
b. All invoices except the first four partial payments shall be accompanied by an executed Waiver
of Lien in the form attached hereto as Exhibit E. The final retention invoice under this Agreement shall be
accompanied by a Final Waiver of Lien, reference Exhibit F hereto.
c. Payment otherwise due Subcontractor may be withheld by the Contractor on account of the
following events of default:
i. Unsatisfactory progress of the Work or defective materials or workmanship which in the
judgment of the Contractor are sufficiently serious to justify such withholding.
ii. Failure of the Subcontractor to make payments promptly to its subcontractors or to promptly make
payments for such other labor or materials as are purchased by the Subcontractor.
iii. The filing for bankruptcy, reorganization or assignment for the benefit of creditors or insolvency of
iv. Failure of the Subcontractor to perform any other of its obligations hereunder.
In the event any payments otherwise due are withheld as a result of any of the foregoing or are disputed as
being owed or payable, the Contractor will notify the Subcontractor in writing of the event of default or
amount disputed causing said withholding. The Contractor will pay the Subcontractor the amount so
withheld upon cure of said default provided that Subcontractor begins curing the default within fourteen
days after receipt of said notice. If the cure of said default is not commenced by the Subcontractor within
fourteen days after receipt of said notice, the Contractor may take whatever action it may deem necessary to
cure the default and deduct the cost thereof from any unpaid balance due the Subcontractor and, in the event
the cost thereof exceeds such balance, the Subcontractor and its sureties shall be liable for such excess.
Payments that are withheld because disputed by Contractor shall be paid when the dispute is resolved.
6. Representations and Covenants of Subcontractor: Subcontractor represents, covenants and warrants to
Contractor and Owner that Subcontractor is a:
a. Contractor is [CHECK ALL THAT ARE APPLICABLE]
□ licensed general contractor for the location of the Project Site;
□ licensed master electrician contractor for the location of the Project Site;
□ licensed master plumber contractor for the location of the Project Site;
□ licensed master HVAC contractor for the location of the Project Site; and/or
□ licensed asbestos abatement contractor for the location of the Project Site,
and will maintain such licenses throughout the term of this contract. A copy of all licenses checked above
are attached as Exhibit G hereto.
b. Without prior written consent of Contractor, Subcontractor shall not in any manner advertise or
publish the fact that it has contracted to perform the Work for Contractor.
c. Subcontractor shall not assign this Agreement nor delegate any duties hereunder without
Contractor's prior written consent, and any such attempted assignment shall be void.
d. Subcontractor will comply with all Federal, State, Municipal and local laws, rules, and
regulations that may be applicable to this Subcontract and, at the request of Contractor, Subcontractor will
furnish certificates to the effect that it has complied with said laws and regulations. Subcontractor represents
that it has complied and will continue to comply during the performance of this Subcontract with the
provisions of the ''Fair Labor Standards Act'' of 1938, as amended, and the ''Occupational and Safety and
Health Act'' of 1970, as amended, and with the regulations and standards issued pursuant thereto. If
Subcontractor performs any Work without notice to Contractor when Subcontractor knows or has reason to
know that the Work is contrary to such laws or regulations, Subcontractor shall bear all costs arising
therefrom. Subcontractor shall pay all taxes when due, that are levied or imposed upon Subcontractor,
Subcontractor's business or the performance of the Work hereunder.
e. Subcontractor shall confine all its operations, including storage, vehicle parking and the
movement of materials, equipment, and workmen to the areas specified, or other areas as approved by
Contractor. Subcontractor shall store all materials and equipment neatly and safely with the least possible
interference to existing traffic lanes and shall keep the Work and storage areas clear of debris at all times.
Temporary buildings may not be erected without Contractor's prior written consent.
f. Contractor may undertake or award other contracts for additional work to be performed in
connection with or in or about the Work. Subcontractor shall cooperate with Contractor and its other
subcontractors and promptly and properly perform the Work without undue interference or delay.
Subcontractor shall afford Contractor and its other subcontractors reasonable opportunity for the
introduction and storage of their work, including storage space, access, use of hoisting equipment, and
Subcontractor's construction utilities.
g. The Subcontractor shall perform the Work on a straight-time basis, employing a sufficient work
force to work a normal 40-hour workweek of five 8-hour days including Casual Overtime (hereinafter
defined) as may be required. ''Casual Overtime'' is defined as overtime of the type required to complete the
ordinary work of the day. No charge shall be made in the Contract Price for such Casual Overtime and no
overtime work other than Causal Overtime shall be scheduled without Contractor's approval.
h. Subcontractor shall adequately protect from theft, damage or deterioration all Work performed
and all materials, equipment, and other items incorporated or to be incorporated therein. All requests by
Contractor to enclose or otherwise protect such property shall be complied with promptly at no cost to
Contractor. All materials delivered to the Project Site for the Work and paid for by Contractor shall be
regarded as the property of Contractor or of Owner (except as to risk of loss which shall be on
Subcontractor) and such materials shall not be removed without Contractor's prior written consent. Use of
storage facilities furnished to Subcontractor by Contractor or Owner shall not relieve Subcontractor of such
risk of loss.
i. If Subcontractor requires the temporary shut-off of any utility, it shall notify Contractor forty-
eight hours in advance of the time it requires the shut-off. Subcontractor shall then perform the work
requiring the shut-off on such days and at such hours as Contractor may direct. Regardless of the days or
hours fixed by Contractor, no extra compensation will be paid for such work.
j. Unless otherwise specified, all existing structures and other improvements altered or removed
by Subcontractor in the execution of the Work shall be restored to their previous condition by Subcontractor
after completion of the Work at no cost to Contractor. Quality of the restoration shall be as good as existing
and meet the approval of Contractor.
k. At all times, Subcontractor shall use suitable safety precautions as may be required by Owner or
Contractor in order to prevent injury to workmen and all persons who may be on or about the Site and shall
comply with all safety ordinances, laws, rules and regulations. Such safety precautions shall include, but not
be limited to, the use of proper materials, tools, mechanical and automotive equipment, and the erection and
maintenance of barricades, signs, flags, lights, and other safeguards. The barricades used shall be equipped
with an electric flasher type light approved by Contractor. If, because of the site area, safety permits are
required by Owner's Safety Rules and Standards, Subcontractor shall obtain proper permits or clearances in
writing from Owner's Safety Office.
l. Unless otherwise provided in this Subcontract, all material excavated, demolished, or removed
from existing improvements by Subcontractor and not required for incorporation in the Work (such as
waste, rubble, and salvageable materials) shall be stored, destroyed, removed from the Site or otherwise
disposed of by Subcontractor as directed by Contractor.
m. Overhead and side clearances shall be observed by the Subcontractor prior to and during the
movement and operation of all large equipment within any building or other structures located on the
n. The Subcontractor will take proper precautions and care in the control of dust at the Project Site
and shall keep the same in a neat and safe condition and at the end of Subcontractor’s performance (and
each day’s work), Subcontractor shall leave the premises in neat broom-clean condition.
o. The Subcontractor shall construct, maintain, and remove such temporary hoists as are required
to properly expedite the Work. Temporary hoists shall be constructed in accordance with the requirements
of the regulatory authorities having jurisdiction. Scaffolds shall conform to any state and local laws,
ordinances, and requirements which are in effect at the Project Site. The Subcontractor shall provide ladders
and other means of access to all parts of the Work as required for its employees, its subcontractors, and for
inspection by the Contractor or Owner.
7. Insurance: The Subcontractor will be required to provide and maintain during the performance of this
Subcontract, at its own expense, the minimum insurances set forth hereinafter Exhibit H. Certificates of
such insurance satisfactory to Contractor shall be filed with Contractor. Provisions shall be made for thirty
days' advance written notice, by mail to Contractor of changes in or cancellation of any such insurance.
Insurance shall also provide for the interest of Contractor and Owner as additional insured. The parties
hereby waive and release all rights of subrogation for losses or claims that are not covered or paid by
liability or workers compensation insurance, and do hereby further waive and release all rights of
subrogation for losses and claims paid by a consolidated or wrap-up insurance program, owners and
contractors protective liability insurance policy or a project management protective liability program.
Subcontractor shall require compliance of a insurance requirements hereunder by all of its subcontractors.
Subcontractor acknowledges that, but for its agreement to obtain and maintain insurance during the term of
this Agreement, Contractor would not have entered into this Agreement. In the event that Subcontractor
fails to obtain insurance, or if obtained, fails to maintain insurance coverage as required under this
Agreement or any applicable law hereto, Subcontractor will pay for any and all costs and expenses of every
nature and kind related to any and all claims asserted by third parties against Contractor that would have
otherwise been administered or handled by Subcontractor’s insurer. Such costs and expenses shall include
but not be limited to, cost incurred or anticipated to be incurred by Contractor in processing any claim, costs
of the claims administrator, deductible payments, medical expenses, attorney fees and costs, payments made
to settle claims and any additional costs incurred or anticipated to be incurred by Contractor as a result of
such failure, all such costs and expenses collectively referred to herein as the “Setoff Amount,” which
Contractor shall be entitled to set-off any anytime against sums payable by Contractor to Subcontractor
under this Agreement or by law or judgment of a court of competent jurisdiction. Contractor will deduct the
Setoff Amount from any sums owing from Contractor to Subcontractor. The provisions of this
subparagraph are in addition to the pr ovisions in
a. Insurance Coverage prior to commencing performance of the Work under the Agreement, Subcontractor
shall obtain at least the minimum insurance coverage set forth herein from a qualified insurance carrier or
carriers that are rated no less than A- within the insurance industry. Such insurance is to be paid in full and
maintained in full force and effect at all times by Subcontractor throughout the effective term of this
Agreement. Upon execution of this Agreement, Subcontractor shall provide to Contractor evidence of
insurance coverage endorsed as specified herein.
(1) General Liability Insurance. Commercial General Liability or Comprehensive General Liability
insurance, on an acceptable “occurrence” form, having a combined single limit coverage of not less than
$1,000,000, or more as may be required by Owner, and endorsed to include contractual liability, personal
injury, completed operations, and broad form property damage liability, insuring Subcontractor and Owner
against liability arising out of the business operations of Subcontractor and the Work to be performed under
this Agreement. Subcontractor agrees that, should the aggregate limits of liability be reduced due to loss or
claims, such aggregate limits will be restored to the minimum stated in this provision. The coverage’s,
provisions and limitations of this policy or policies shall not limit liability of Subcontractor. If, in the
reasonable opinion of Contractor, the amount of liability coverage required is not adequate, or in the event
specific Customer requirements raise such limits, Subcontractor shall increase said insurance limit as
required by Customer or Contractor and shall provide evidence of such increased coverage to Contractor.
Upon execution of this Agreement and at any time requested by Contractor thereafter, Subcontractor shall
furnish to Contractor a Certificate of Insurance evidencing the limits and terms set forth above. Contractor
and Owner shall be named as an additional insured on each policy issued hereunder d evidenced as such on
the Certificate of Insurance.
(2) Automobile Liability Insurance. Combined single limit of not less than $1,000,000, which will
include owned motor vehicles, non-owned motor vehicles, and hired motor vehicles and will insure against
death or injury to persons and property damage caused by Subcontractor in the course and scope of
providing the Services.
(3) Workers Compensation Insurance. Workers Compensation insurance as required by the law of
any state in which Subcontractor’s employees will be engaged in any work under this Agreement and, if
Workers Compensation insurance is not required by a state in which Subcontractor’s employees will be
engaged in any work under this Agreement and, if Workers Compensation insurance is not required by a
state in which Subcontractor’s employees will be engaged in any work under this Agreement, employer’s
liability insurance in an amount not less than $1,000,000 for each such state. If Subcontractor is exempt
under state workers’ compensation law, Subcontractor shall obtain and provide Contractor with a notice or
certificate of exemption issued by the state in which Subcontractor’s employees will be engaged in any
work under this Agreement and shall provide proof to Contractor that such exemption has been filed with
the applicable workers’ compensation division or agency in such state. Notwithstanding any exemption by
state law or otherwise, Subcontractor shall provide for and be liable for any injuries or claims for lost wages
to or from its employees and subcontractors. In the event Subcontractor is not exempt under state workers’
compensation law, but nevertheless has not obtained the necessary workers’ compensation coverage,
Contractor reserves the right to purchase workers’ compensation coverage on behalf of Subcontractor
covering Subcontractor’s employees providing services under this Agreement and to deduct such premiums
and costs from any sums due Subcontractor from Contractor under this Agreement. Notwithstanding the
foregoing, failure to obtain the necessary coverage or maintain exempts status, as the case may be, is
grounds for immediate termination of the Agreement pursuant to Paragraph 10 of this Agreement.
8. Warranty Period: Subcontractor warrants for a period of one year from the date of final acceptance of
the Work by the Contractor (or in the case of replacements, correction, or cure of defects made pursuant to
this Agreement, after final acceptance thereof by Contractor) (the ''Warranty Period''), that all material
furnished and all work performed under this contract, including the materials supplied by and the
workmanship of any of its subcontractors, will be free from defects and will conform to the requirements of
the Contract. Neither final acceptance, payment, nor any provisions in the drawings or specifications shall
relieve Subcontractor of its responsibilities under this warranty. Subcontractor shall extend to Contractor
any provisions of warranties of subcontractors or materialmen more favorable than this warranty and shall
provide Contractor copies of all such warranties.
a. Contractor reserves the right to effect changes at any time to the drawings, designs,
specifications or Work (''Change''). Any Change shall become effective only when a written document
describing and authorizing such change is delivered to Subcontractor by Contractor. Subcontractor shall
promptly perform the Work as changed without regard to any adjustment requested pursuant to
subparagraph (b) below.
b. If a Change affects the cost of, or time required for, performance of the Work, Subcontractor
shall immediately request by written notice to the Contractor, an adjustment to the price to this Agreement.
Within ten days after receipt of the Change notice, Subcontractor shall submit written, detailed support for
any such requested adjustment. Subcontractor hereby waives all claims for all costs it incurs more than ten
days prior to filing its request for adjustment, and waives all requests for extensions of time if Subcontractor
fails to timely submit either the request for adjustment or the written support therefore. If Contractor
disagrees with the adjustment, Subcontractor may proceed with the filing of dispute pursuant to Paragraph
16 of this Agreement. Any change order executed by Contractor and Subcontractor shall conclusively and
finally determine all of Subcontractor's costs in relation to the change.
c. All terms and conditions of this Subcontract which are not amended by a Change shall remain
in full force and effect.
d. Work authorized by Contractor to be performed on the basis of time and materials shall not be
performed either in whole or in part on a premium time basis (including overtime, Saturdays, Sunday, and
Holidays) without the prior written consent of Contractor. If Subcontractor performs work on a premium
time basis without obtaining said consent, then all costs relating to the premium time portion shall be borne
solely by the Subcontractor without recourse to the Contractor. Should Contractor elect to present a
corresponding claim to Owner, Subcontractor shall fully assist Contractor in the presentation of such claim.
a. Contractor reserves the right to terminate this Agreement or any part thereof, by written notice
to Subcontractor, as a result of a termination of the Prime Contact for any reason whatsoever. In the event of
such termination, Subcontractor shall immediately stop all work hereunder and shall immediately cause any
of its suppliers or subcontractors to cease their related work. Upon any such termination, Subcontractor
shall be paid all retention fees plus a reasonable termination charge reflecting the percentage of any work
performed pursuant to the Schedule of Work prior to the notice of termination. Subcontractor shall not be
paid for any work done after receipt of the notice of termination nor for any costs incurred by
Subcontractor's suppliers or subcontractors which Subcontractor could have reasonably avoided nor shall
Subcontractor be paid for any lost profits.
b. Contractor reserves the right to terminate, by written notice to Subcontractor, the Agreement or
any part of such Agreement for cause in the event of any default by Subcontractor or failure by
Subcontractor to comply with any of the terms and conditions herein. Delays in performance and failure to
provide Contractor, upon request, with reasonable assurances of future performance shall, without
limitation, allow Contractor to so terminate this order. In the event of such termination, Contractor shall not
be liable to Subcontractor for any amount and Subcontractor shall be liable to Contractor for any and all
damages sustained by reason of the default which gave rise to the termination.
11. Force Majeure: Neither party shall be liable for nonperformance or delay in performance due to acts of
God, acts or demands of any government or agency thereof (except changes directed to Contractor by a
contracting officer acting within the scope of his authority under any government contract), strikes, fires,
floods, accidents, or other unforeseeable causes beyond its control and not due to its fault or negligence.
Each party shall notify the other of any such occurrence within five days of the occurrence.
12. Contractor's Trade Secrets:
a. Subcontractor agrees that it will use any designs, tools, patterns, drawing, information,
equipment and materials furnished by Contractor only in the performance of the Work hereunder unless
otherwise authorized in writing by Contractor. Subcontractor will use reasonable care to protect such
materials and will return them to Contractor promptly after use hereunder or otherwise dispose of them at
b. Subcontractor agrees that the Work to be performed hereunder involves ideas, designs or
specifications, the essential, secret or novel features of which originated with Contractor or were developed
by Contractor or are owned or controlled by Contractor and that Subcontractor shall not disclose any such
essential, secret or novel features to anyone nor shall Subcontractor file, or attempt to file, any application
for a patent thereon. If this Agreement requires Subcontractor to develop or design any goods in order to
perform this Agreement, Subcontractor agrees that Contractor shall retain all rights in such development or
13. Non-Competition. Subcontractor agrees and covenants, because of its access to and knowledge of
contractor’s customer(s) and accounts, and other confidential business information related thereto, acquired
solely as a result of this Agreement, that it shall not, during the effective term of this Agreement, and for
twenty-four (24) months after its termination and the termination of every other contract that Subcontractor
will have executed with Contractor, either directly or indirectly, in any individual, representative or
participatory capacity whether as an owner, stockholder, partner, joint venture, employer, employee,
director, agent, or any other capacity whatsoever, solicit or interfere in an way with any Customer account
then being serviced by Contractor or which was a Customer account at any time during the term of
Subcontractor’s contracts with Contractor. Further, respecting accounts which are or were part of a multi –
location business, the covenants and undertaking made and given by Subcontractor under this paragraph
shall apply to all Customer locations in each and every district, area or zone then serviced by Contractor.
The covenant set forth in this paragraph shall apply to each employee and/or agent of Subcontractor and
Subcontractor agrees to indemnify Contractor for any and all actual damages incurred by a breach of this
covenant by any employee and/or agent of Subcontractor. Subcontractor’s obligations under this Paragraph
13 will survive the termination of this Agreement.
a. Within fifteen calendar days after the execution of the Agreement, the Subcontractor shall
deliver to the Contractor:
i.A Performance Bond in a penal sum equal to one hundred percent of the subcontract price; and
ii.A Payment Bond in a penal sum equal to forty percent of the subcontract price.
b. Each bond shall be executed by a surety acceptable to the Contractor and each shall be
accompanied by a Power of Attorney (also in duplicate), whereby the surety company authorizes the
execution of the bond by its agent or employee.
c. Each bond shall remain in full force and effect through the entire term of the contract, including
extensions and the Warranty Period.
15. Set-Off: Contractor shall be entitled to set-off at any time any sums owed by Subcontractor to
Contractor against sums payable by Contractor in connection with this Agreement. Contractors right of set-
off shall be in addition to any retainage and shall include monies expended by Contractor to correct, rectify,
complete or do any Work required by Subcontractor under this Agreement which was either not done or
done in a manner that the same was not performed to the full satisfaction or requirements of the Customer
or resulted in Contractor having to correct Subcontractor’s, or that of the Subcontractor’s subcontractor,
faulty workmanship, and shall further include any payment made or loss suffered by Contractor to repair or
replace equipment provided to Subcontractor which has been damaged or lost by Subcontractor, any
payments made by Contractor to employees of Subcontractor on behalf of Subcontractor, and any other
sums which the Subcontractor may owe Contractor. Any payment withheld will not accrue any interest.
16. Disputes: The parties agree that any disputes arising under this Subcontract which cannot be resolved
between the Contractor and Subcontractor shall be submitted to succeeding higher levels of management of
both parties until such dispute is resolved. No dispute shall be determined to be unresolved until it shall
have been submitted to the highest level of management of both parties. This clause in no way limits or
restricts the right of either party to seek any legal remedies they may have to resolve any dispute arising
under this Agreement.
a. All of the work performed at the Project Site of construction or in preparing or delivering
materials or equipment to the site shall be at the risk of Subcontractor exclusively. Subcontractor shall
indemnify and hold Contractor harmless from any and all liabilities, claims, penalties, fines, forfeitures,
demands, disputes, complaints, causes of action, suits, actions, losses, damages, and the costs and expenses
incident thereto (including, but not limited to, costs of defense and attorneys’ fees) with respect to or arising
out of the work, including without limitation, any such claims, liability, loss, damage, cost, expense, award,
fine or judgment arising by reason of death or bodily injury to persons, injury to property, defects in
workmanship or materials, or design defects (if the design originated with Subcontractor), or arising by
reason of Contractor's alleged or actual negligent act or omission, regardless of whether such act or
omission is active or passive or if Contractor is negligent in whole or part. Notwithstanding any provision
in this Agreement to the contrary, subcontractor shall not be obligated to indemnify Contractor with respect
to the sole negligence of Contractor, its agents or servants or other subcontractors who are directly
responsible to Contractor.
18. Notice of Labor Disputes:
a. Whenever Subcontractor has knowledge that any actual or potential labor dispute is delaying or
threatens to delay the timely performance of this Contract, Subcontractor shall immediately give notice
thereof, including all relevant information with respect thereto, to Contractor. Subcontractor shall insert the
substance of this clause, including this sentence, in any subcontract hereunder as to which a labor dispute
may delay the timely performance of this Contract.
b. If a strike, work stoppage, interruption or abandonment in whole or in part of the Work by any
employees of the Subcontractor shall occur, whether or not such strike, work stoppage, interruption or
abandonment shall be due to any act or failure to act on the part of the Subcontractor, and if the
Subcontractor refuses or fails to proceed to remedy, or cooperate in remedying, the situation within forty-
eight (48) hours after having being notified to do so by the Contractor, then the Contractor may, at its
option, terminate this Agreement in accordance with the provisions of Section 10.b. hereof, and remove the
Subcontractor from the Work and the Project Site. The fault or lack of fault of the Subcontractor will be
irrelevant. Subcontractor agrees that all persons awarding or receiving a subcontract from Subcontractor in
connection with the Work to be performed pursuant to the terms of this Agreement shall be bound by the
provisions of this condition.
c. Subcontractor shall also comply with all applicable rules, regulations, and orders of the
Occupational Safety and Health Act of 1970, Pub. L. 91-596, codified at 29 U.S.C. § 651, as amended, and
all applicable safety laws, rules, regulations, and orders of the United States and the State wherein the Work
is being performed. The Subcontractor shall carry on the Work at its own risk and hereby indemnifies and
holds Owner and Contractor harmless from and against any noncompliance by Subcontractor with any of
the above laws, rules, regulations, and orders as may be applicable.
19. Liens and Claims:
a. Subcontractor shall indemnify and save harmless Owner and Contractor from all laborers',
materialmen's and mechanics' liens upon the real property upon which the Work is located arising out of the
services and materials furnished by Subcontractor, its subcontractors and others in connection with the
Work, and shall keep said property free and clear of all liens, claims and encumbrances arising from the
performance of this Agreement by Subcontractor, its subcontractors and others.
b. Subcontractor's final payment shall not be paid until the Subcontractor shall deliver to the
Contractor complete waivers or releases of all claims arising out of this Contract for which liens might be
filed or receipts in full in lieu thereof, and, in either case, an affidavit that the waivers, releases, and receipts
include all labor and material for which a lien could be filed; but the Subcontractor may, if any
subcontractor or vendor refuses to furnish a waiver, release, or receipt in full, furnish a bond satisfactory to
the Contractor to indemnify Contractor against any such lien.
c. If any lien or any claim upon which a lien could be filed remains unsatisfied after all payments
are made, the Subcontractor shall refund to the Contractor and Owner all monies that the Contractor and
Owner, jointly or severally, may be compelled to pay in discharging such a lien, including all costs and
reasonable attorney's fees, provided that the Subcontractor or Owner shall have been given notice of such
lien and the opportunity to defend enforcement thereof.
20. Power, Lighting and Sanitary Facilities: The Contractor or Owner shall furnish at no cost to the
Subcontractor all necessary electrical power, lighting and sanitary facilities required for the performance of
Work required by this Agreement.
21. Limitations of Liability. Contractor shall not be liable in contract or in tort (including negligence) to
Subcontractor for incidental or consequential damages, arising out of or resulting from Contractor’s
performance or nonperformance of its obligations under this Agreement, or from Contractor’s termination
or suspension of the Services.
Contractor shall not be liable in contract or in tort (including negligence) to Subcontractor for incidental or
consequential damages, arising out of or resulting from Contractor’s performance or nonperformance of its
obligations under this Agreement or from Contractor’s termination or suspension of the Services.
22. Arbitration: If at any time any controversy shall arise between Subcontractor and Contractor with
respect to any matter in question arising out of, or related to, this agreement or the breach thereof, which the
parties do not properly adjust and determine, said controversy shall be decided by arbitration administered
by and in accordance with the Service Contractors Industry Arbitration Rules of the American Arbitration
Association then obtaining unless the parties mutually agree otherwise. This agreement so to arbitrate shall
be specifically enforceable under the prevailing arbitration law. The award rendered by the arbitrators shall
be final, and judgment may be entered upon it in any court having jurisdiction thereof. Administrative fees
as described by the American Arbitration Association shall be advanced on half by each party. However, in
the event that the dispute between the parties is less than $5,000.00, then either party may choose to litigate
the matter in a court of law and the agreement to arbitrate shall not be binding. The prevailing party in any
dispute shall be entitled to its reasonable costs including reasonable attorney’s fees.
a. This writing constitutes the entire agreement between the parties and there are no
understandings or representations not contained herein.
b. Unless otherwise permitted hereunder, neither this writing nor any Exhibits attached hereto or
any provisions hereof may be amended, modified, waived, discharged, terminated or rescinded orally or by
the course of performance, course of dealing or usage of trade but only by (1) a writing executed by the
party against which enforcement of the amendment, modification, waiver, discharge, termination or
rescission is sought; or (2) by written notice to the party against which enforcement of the amendment,
modification, waiver, discharge, termination, rescission is sought which notice is not objected to by that
party within ten days of receipt of such notice. Nothing contained in this paragraph shall impose any
condition on or limit in any way Contractor's right to terminate this Agreement under Paragraph 10 hereof.
c. Neither this Agreement nor any rights or obligations herein may be assigned by Subcontractor
nor may Subcontractor delegate the performance of any of its duties hereunder without, in either case,
Contractor’s prior written consent.
d. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy.
e. This writing shall be binding upon and inure to the benefit of the successors, permitted
assigns, heirs and personal representatives of the parties hereto.
f. The headings herein are for convenience of reference only and do not define or limit the
g. This writing shall be construed and enforced in accordance with the laws of the State of Kansas,
both procedural and substantive.
h. The provisions of this writing shall be severable so that the invalidity, unenforceability or
waiver of any of them shall not affect the remaining provisions herein.
i. This Agreement may only be amended or terminated in a writing executed by both parties
j. This Agreement may be executed in any number of counterparts, each of which, when taken
together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
Contractor: Thrash, Inc., dba TFM Services
TFM Representative Print Name
TFM Representative Sign Name
Company Representative Print Name
Company Representative Sign Name
Exhibit A: Statement of Work
Exhibit B: Project Site
Exhibit C: Scope of Work
Exhibit D: Payment Schedule
Exhibit E: Waiver of Lien Form
Exhibit F: Final Waiver of Lien Form
Exhibit G: License Copies
Exhibit H: Insurance Coverage
Project Payment Summary
City, State: Phone No:
Original Contract Change Order Net Contract Payment
No. Item Amount Amount Amount Amount
Final Release of Lien
KNOW ALL MEN BY THESE PRESENTS:
The undersigned has been employed by ________________________________________________to
Furnish labor and materials for ______________________________________________ work under a
contract dated __________________________________ for the improvement of the premises described as
_____________________________________________, in the City of
_______________________________, County of _____________________________ State of
___________________ in which ________________________________________ is the Owner.
The undersigned, for and in consideration of the sum of $ _____________________ Lawful money
of the United States of America, to the undersigned in hand paid, the receipt of which is hereby
acknowledged, does hereby waive, release, remise, and relinquish the undersigned’s right to claim,
demand, impress or impose a lien or liens in the sum of $ ______________________ for labor and
materials furnished on the aforementioned property.
This is a Final Waiver and Release of Lien by the undersigned for all labor and materials heretofore
or which may hereafter be furnished by the undersigned to or for the aforementioned property by virtue of
the said contract.
IN WITNESS WHEROF, the undersigned has signed and sealed this instrument this _____________ day of
Signature of Officer
Title of Officer
STATE OF __________________________________
COUNTY OF _______________________________
The forgoing instrument was acknowledged before me this _______________ day of
____________________, 20 _______, by ______________________________________, as
_______________________________ of ____________________________________, Inc., a
__________________________ corporation, on behalf of the corporation. He / She is personally known to
me, or identification was made before me at the time of notarization.
My commission expires: Notary Public:
TFM Services Subcontractor: ______________________________
118 N Martinson Address: ______________________________
P.O. Box 12471 Address: ______________________________
Wichita, KS 67203-2471 City, State, Zip ______________________________
(316) 265-5331 Phone: ______________________________
This Document certifies that I, ______________________________________ am certified / registered with
the State of ___________________________ to perform _________________________ work in the State.
As a condition of my employment with _________________________ I hereby authorize the release of all
information related to the status of my license.
My license in the State of ______________________ is in good standing, and there are no disciplinary
actions in the past / pending, nor have there been any complaints made on behalf of my license.
Company Name: ______________________________________
License No: ______________________________________
INSURANCE SPECIFICATIONS FOR SUBCONTRACTORS
(YOU MUST PRESTENT THIS INFORMATION TO YOUR INSURANCE AGENT)
The subcontractor shall obtain immediately and submit to the contractor all Certificates of Insurance, all
coverage’s must be approved before any work is allowed to commence on the project.
1. GENERAL LIABILITY INSURANCE
The subcontractor shall provide the ISO Broad Form commercial General Liability Policy. The Contactor
shall be exempt from, and in no way liable for , any sums of money which may represent a deductible in any
insurance policy. The payment of such deductible shall be the responsibility solely of the subcontractor
providing such insurance.
The broad Form Comprehensive General Liability Policy (CGL) is a method of automatically providing a
broad range of common coverage extensions to the CGL policy that firs often need and overlook. By
having a broad form policy, it will reduce the overall cost of providing those other coverage’s at a future date
and allows for a wide distribution of those package coverage’s. The CGL policy shall provide coverage of
at least the following items:
a) Premises Operation which will include XCU coverage except when work does not include
foundation, structural work, and pressure fired vessels or materials or construction techniques
which could explode.
b) Independent Contractor’s Protective (This is exposure for injury to others arising out of the
independent contractor’s work.
c) Products and Completed Operations
d) Personal Injury Liability with the Employment Exclusion deleted
e) Blanket Contractual Liability (This is liability assumed by the insured under contractual
agreement. This does include oral and written contract agreements with the named insured’s
f) Broad Form Property Damage for all operations.
The subcontractor shall obtain insurance which shall be least meet the following minimum limits:
$ 500,000.00 per person
$1,000,000.00 aggregate or $2,000,000.00 aggregate under the new ISO claims – made policy.
The Owner / Public Entity shall be listed both as an “Additional Insured” and “Certify Holder” on all
insurance policies obtained by the contractor as the result of being awarded a contract; unless expressly
prohibited by the insurance company. A written explanation of that insurance company’s position will be
attached to the Certificate of Insurance field with the Owner of company that an additional premium shall be
required for the issuance of a Certificate of Owner / Public Entity shall be listed as an “Additional Insured”
shall not excuse any failure to obtain the required insurance certificate.
The name of the insurance company(ies) listed on the Certificate of Insurance on file in the Risk
Management Department shall be the same as it appears in the Best’s Rating Guide. The insurance
company named on the Certificate of Insurance shall have a rating of “a-5” or better as stated in the current
Best’s Rating Guide. If the project value is under $ 50,000, the “A-5” rating for those insurers is waived.
Insurance Specifications (continued)
2. AUTOMOTIVE LIABILITY INSURANCE
The subcontractor shall obtain Comprehensive Automobile Liability Insurance which shall protect the
contractor from claims for damage for personal injury, bodily injury including accidental death, as well as
claims for property damages which may arise from operations under this contract whether such operations
are by himself or by anyone directly or indirectly employed by him. The Contractor, Owner / Public Entity
shall be listed both as an “Additional Insured” and “Certificate Holder” on the policy. Coverage shall include
owned, non-owned, hired and rented vehicles.
3. WORKERS’ COMPENSATION INSURANCE
The subcontractor shall take out and maintain during the life of this Contract, Workers’ Compensation
Insurance for all of his employees connected with the work of this Project and , in case any work is sublet,
the subcontractor shall require the subcontractors similarly to provide Workers’ Compensation Insurance as
required unless such employees are covered by the protection of the contractor.
MECHANIC'S LIEN WAIVER
THIS Agreement made this ___________ day of __________________ _ 200 by and between
Thrash, Inc., dba TFM Services a Kansas corporation (the "Contractor") and ____ ______________________
with an address of _________________________ ____________________ (the "Subcontractor").
WHEREAS, Contractor entered into a contract dated ________________________________ with
The Subcontractor to provide materials and perform labor necessary for the alterations and renovations to
__________________________ [name of project site or building]
with an address of _______________________________________________________________ _ (the
"Premises") owned and/or operated by the Contractor’s customer base.
NOW, THEREFORE, intending to be legally bound hereby, it is stipulated and agreed for the
consideration set forth in the contract referenced above, that neither Contractor nor any subcontractor, material
man, or any other person furnishing labor or materials to Contractor under the above-mentioned contract shall
file a lien, commonly called a mechanic's lien, for work done or materials furnished to the said building,
buildings, or improvements or any part of the Premises
This Agreement and stipulation waiving the right of lien shall be an independent covenant and shall
also operate and be effective with respect to work done and materials furnished under any supplemental
contract or arrangement for extra work in the erection, construction and completion of such building, buildings
or improvements on the Premises.
In the event any mechanic's lien or claim is filed by subcontractor, subcontractor hereby irrevocably
waives any right to a jury trial in any action to strike or discharge the lien.
If subcontractor files a mechanic's lien, notwithstanding this waiver, the contractor or the contractor’s
representatives, shall have the right to discharge the lien by appropriate legal proceedings and to retain out of
any payment then due or thereafter to become due to subcontractor, an amount sufficient to completely
reimburse and indemnify the contractor against expenses and losses resulting from such lien. Such expenses
and losses shall include any attorneys' fees, bond premiums and other costs incurred in attempting to discharge
or remove such lien, and any damages or other losses resulting from such lien, all of which subcontractor
agrees to pay. If any payment then due to subcontractor by the contractor is not sufficient to reimburse and
indemnify the contractor by way of off-set as aforesaid, subcontractor agrees to pay the amount of said
difference to the contractor upon demand.
Subcontractor hereby warrants and represents that at the time of execution hereof no work of any kind
has been done and no materials or supplies of any kind have been furnished in the performance of
the aforesaid contract or any supplemental contract for extra work in the main agreement, remodeling and
completion of such as stated in the scope of work or otherwise on the Premises.
This Agreement and stipulation is made and intended to be filed with the County Clerks office in
accordance with the requirements of the laws and regulations governing, as set forth by the state of Kansas.
IN WITNESS WHEREOF, the undersigned hereunto set hand and seal on this ___________________ day of
Signed, Sealed and Delivered.
In the Presence of: __________________________________
Name: ________________________ _
Title: _________________________ _
“SCOPE OF WORK – EXHIBIT C”
118 N. Martinson
P.O. Box 12471
Wichita, KS 67203-1471
Phone (316) 265-5331 Fax (316) 262-3520
PROJECT SITE NAME
PROJECT SITE ADDRESS CITY STATE/ ZIP PHONE
CONTACT PERSON AT JOB SITE ADDITIONAL INFORMATION CELL PHONE
(Work shall be completed in accordance with this schedule of work)
Subcontractor, hereinafter called “Subcontractor” agrees to provide the following described construction in
accordance with plans and specifications as may be referred to herein or prime contract No ______________ by
reference, upon the following described property:
(Street Address and Legal Description of Project Site)
Description of Work:
SCOPE OF WORK: All work necessary or incidental to complete work for the project in strict accordance with this
subcontract and all terms and conditions hereof and as more particularly specified as (in):
With the following additions or deletions:
OTHER SPECIAL PROVISIONS:
See schedule. D of Subcontractor Agreement
TIME AND SCHEDULING WORK: Subcontractor shall not deliver any materials to the jobsite or commerce work until
notified to do so by Contractor. Subcontractor shall commence work within _________ days after written notice from
Contractor. After Subcontractor commences work, Subcontractor will then complete the work within approximately
_________ working days thereafter, subject to excusable delays. Working days are defined as Monday through Friday,
inclusive, holidays excluded. Scheduling of work, as provided for in this subcontract, is based on acceptable industry
_____________________________________________ TFM Services
_____________________________________________ 118 N Martinson
_____________________________________________ P.O Box 12471
(City, States, Zip)
_____________________________________________ Wichita, KS 67203-1421
By: . By: .
X . X .