agreement合同协议书.doc

In consideration of the mutually agreed covenants and conditions set forth below, this AGREEMENT is hereby made and entered into on the _ day of _ in the year 20_, between: Company Name, (CONTRACTOR) a State of incorporation corporation, with offices at Contractor Street Address, City, State, Zip Code. and, Company Name, (SUBCONTRACTOR) a State of incorporation corporation, with offices at Subcontractor Street Address, City, State, Zip Code. Section 1. Background of Subcontract Agreement A. Contractor has entered a contract for construction with Owner Name, Street Address, City State, Zip Code (OWNER). Subcontractor understands that this Agreement between Contractor and Subcontractor is made pursuant to and in compliance with said contract between Owner and Contractor (PRIME CONTRACT), which provides that Contractor furnish labor, materials, and equipment, and perform the construction services specified therein, on the General Project Name (PROJECT), to be performed at Job Site Description, Street Address, City, State, Zip Code. B. Contractor and Subcontractor agree that no terms contained in this Agreement or in any other Subcontract Documents shall be construed or interpreted to create a contractual relationship between Subcontractor and Owner, or Subcontractor and other contracting persons or entities of any tier performing on the Project, or Subcontractor and Architect, or between any persons or entities other than the Contractor and Subcontractor. C. Subcontractor is an independent contractor. Contractor and Subcontractor agree that no terms contained in this Agreement or in any other Subcontract Document may be construed or interpreted as creating a joint venture, partnership, or other business entity between the parties, nor shall any provisions in the Subcontract Documents be interpreted as making either party an employee, servant, or agent for the other, nor hindering either party from carrying on its respective business, nor creating any relationship other than that of a contractor and subcontractor on a construction project. D. The parties intend for the terms contained in this Agreement to be the final expression of their agreement with respect to these terms. The parties also intend for this Agreement to be the complete and exclusive statement of the terms of this mutual agreement between the Contractor and Subcontractor, and shall supersede all prior discussions, negotiations, prior proposals, bids, understandings, representations, or agreements, whether oral or written. No other agreements of any kind exist between the parties. Section 2. Subcontract Documents A. As used in this Agreement, the SUBCONTRACT DOCUMENTS form the entire Subcontract Agreement between Contractor and Subcontractor, and have the same effect as if attached to this Agreement or recited herein. However, where a provision of any Subcontract Document other than this Agreement conflicts with or is inconsistent with a provision of this Agreement, this Agreement shall govern. The Subcontract Documents shall be furnished to the Subcontractor upon request; Contractor may charge Subcontractor the reasonable cost of reproduction of Subcontract Documents. The Subcontract Documents consist of the following: 1. This Subcontract Agreement;2. The Prime Contract, including all contract documents incorporated by reference therein;3. Any modifications, change orders, or amendments to the Prime Contract issued subsequent to the execution of the Prime Contract, whether occurring before or after the execution of this Agreement;4. Any modifications, change orders, or amendments to this Agreement issued subsequent to the execution of this Agreement. B. Where this Agreement refers to or references a specific term contained in a Subcontract Document other than this Agreement, the term indicated shall be that provision as amended or supplemented by other provisions in the Subcontract Documents. C. Subcontractor certifies that the following preliminary investigations have been completed prior to the execution of this Agreement: 1. Subcontractor acknowledges that a copy of the Prime Contract, which consists of the entire contract between the Owner and Contractor and all Contract Documents referenced therein, has been made available to the Subcontractor; Contractor may charge Subcontractor for the reasonable cost of reproduction of Prime Contract and Contract Documents. Contractor has deleted contract compensation amounts contained in the Prime Contract prior to transmission to the Subcontractor.2. Subcontractor has examined and is fully familiar with all the terms and conditions of the Prime Contract, all of the component parts thereof, its plans and specifications, and all schedules and attachments incorporated by reference therein, including all attachments identified therein as “contract documents,” all of which are incorporated herein as if fully set forth to the extent applicable to Subcontractors Work.3. Subcontractor has investigated and surveyed the location of the job site, and the conditions under which the Work is to be performed. In this regard, Subcontractor has secured all field measurements and specification requirements, and is in no way relying upon any representations or opinions of the Contractor. D. Contractor and Subcontractor shall be mutually bound and obligated by the terms of this Agreement, and to the extent that the provisions of the Prime Contract apply to the Work of the Subcontractor, the Subcontractor agrees to be bound to the Contractor by the terms of the Prime Contract and any additions or changes made thereto. Contractor shall assume toward the Subcontractor all obligations and responsibilities that the Owner assumes towards the Contractor under the Prime Contract, and the Subcontractor shall assume toward the Contractor all obligations and responsibilities which the Contractor assumes towards the Owner under the Prime Contract. E. The Contractor shall have the same rights, remedies, and recovery options against the Subcontractor that Owner has against the Contractor under the Prime Contract, and the Subcontractor shall have the same rights, remedies, and recovery options against the Contractor which the Contractor has against the Owner under the Prime Contract, to the extent applicable to this Agreement. F. All notices, reports, and other documentary information required by the Subcontract Documents to be delivered to either party shall be effective only if in writing and delivered via USPS mail, facsimile machine, overnight delivery service, courier, transmission to a designated e-mail address, or personal delivery to an authorized agent of the party duly designated to receive notices and other correspondence and information sent between the parties. A list of authorized agents designated to receive notices from the other party and a valid list of deliverable address(es) shall be provided by each party prior to the commencement of work under this Agreement. As agents and addresses may change during performance of this Agreement, Contractor and Subcontractor shall provide notification to each other of such changes promptly after they occur. Section 3. Subcontract Agreement Scope of Work and Subcontract Sum A. Subcontractor shall perform the portion of the construction WORK described generally in this paragraph and with more particularity elsewhere in the Subcontract Documents, which shall include the provision of all labor, materials, equipment, services, and other items required to fully complete said Work, excluding any items and services specifically identified in the Subcontract Documents as being the responsibility or obligation of other persons or entities working on the Project. Subcontractor shall furnish all labor, materials, equipment, supplies, services, installation, hoisting, scaffolding, tools, insurance, and all other resources necessary for the timely and efficient execution of the following Work in strict accordance with the requirements and specifications contained in the Subcontract Documents: Insert a general description of Subcontractors Work, making specific reference to the Work as a portion of the Project, and, if known and available, specific drawings, specifications, etc. B. Contractor shall pay Subcontractor in current funds for the strict performance of this Subcontract Agreement the SUBCONTRACT SUM of Written Amount Dollars ($_), subject to such additions and deductions that may be applied during the course of performance as provided in the Subcontract Documents, and to make Progress Payments on account of the Subcontract Sum for Subcontractor Work performed in accordance with the requirements of this Agreement. Be particularly careful to precisely define the payment term of the subcontract. The price term is a material term of the contract, and the entire contract can fail where the price has not been accurately set forth as agreed upon (for instance, if it is a unit price contract, define it as such, or if it is a monthly progress payment contract based upon a fixed-price sum, define it as such). Section 4. Time of Performance A. Time is of the essence in the performance of this Subcontract Agreement. There shall be no extension of time for Subcontractor to perform the Work without written consent from Contractor indicating precise nature and length of time allowance or other adjustment to the schedule of Subcontractors Work. B. The commencement date of this Agreement shall be the effective date of this Agreement as first written above. It is anticipated that the Work of this Agreement shall be substantially completed no later than Anticipated Completion Date or Number of Days, subject to any adjustments to the Subcontractors schedule of Work made in accordance with the Subcontract Documents. C. Subcontractor may not begin Work until Contractor gives notice to the Subcontractor that Work may proceed. Subcontractor shall thereafter provide Contractor with five (5) days written notice before commencing Work under this Agreement, unless otherwise instructed by Contractor in writing to begin work immediately upon notice to proceed. Subcontractor shall conduct work in a prompt, efficient, and effective manner, and shall not cause any delays, either to its own Work or the work of other persons or entities performing on the Project. Subcontractor shall complete Work in strict conformance with the Project schedule provided to Subcontractor by Contractor, subject to the understanding that the schedule may be amended, changed, or modified at any time in accordance with the Subcontract Documents. Section 5. Subcontractor Warranties A. The Subcontractor warrants to the Contractor and Owner that all Work performed under this Agreement will conform to the requirements of the Subcontract Documents. Subcontractor warrants that all Work shall be performed in the most sound and workmanlike manner, and will adhere to established construction industry standards and applicable trade codes. Non-conforming Work, which includes unauthorized Work modifications and material substitutions, shall be considered “defective” for the purposes of this warranty. B. The Subcontractor warrants to the Contractor and Owner that materials and equipment furnished, installed, or otherwise provided under this Agreement will be of good quality and new, unless otherwise directed by the Subcontract Documents. The Subcontractor further warrants that the Work performed by Subcontractor will be free of defects related to the requirements contained in the Subcontract Documents. This warranty shall extend for as long as required in the Prime Contract, or if no guarantee period is defined in the Prime Contract or elsewhere in the Subcontract Documents, then for a period of one year from the date of completion and acceptance of the Project by Owner. C. Subcontractor shall replace at its sole cost and expense, and to the satisfaction of the Contractor and Owner, all materials adjudged to be defective, improperly installed, or otherwise in material deviance from the Subcontract Documents. Subcontractor shall further guarantee the Owner and Contractor under the warranties contained in this Agreement by indemnifying and holding Contractor and Owner harmless against liability, loss, or damage resulting from Work performed by Subcontractor during the warranty period. D. The warranties expressed in this Agreement shall be in addition to, and not in limitation of, any other warranty, damages, or remedy required by law or specified in the Subcontract Documents. Section 6. Subcontractor Invoices, Progress Payments, and Final Payment A. Subcontractor shall submit SUBCONTRACTOR INVOICES to the Contractor on a monthly basis as a prerequisite to receiving Progress Payments made on account of the Subcontract Sum. The period covered by each Subcontractor Invoice shall be one calendar month, beginning on the first day of the month and ending on the last day of the month. Subcontractor Invoices are due to the Contractor not later than the tenth day of the month to ensure that Contractor is able to include Subcontractors invoiced amount in Contractors monthly work estimate, invoice, billing, or schedule of values submitted to Owner. For Subcontractor Invoices received after the tenth day of the month, invoiced amounts will be included in the Contractors next monthly work estimate, invoice, billing, or schedule of values submitted to the Owner. B. Subcontractor agrees that Subcontractor Invoices submitted to the Contractor shall be for work actually attributable to the Project and that all such work, including labor, materials and services, has been paid for through the period covered by all Progress Payments issued up to that time by Contractor to Subcontractor. Upon the request of the Contractor, Subcontractor shall submit payroll affidavits, vouchers, receipts, lists of all suppliers of materials to Subcontractor, equipment, and services utilized by Subcontractor on the Project and, where requested by Contractor, Subcontractor shall furnish releases of claims and waivers of lien in a form satisfactory to the Contractor. C. Subcontractor shall submit Subcontractor Invoices based upon the applicable prevailing wage rate or other authorized wage rate, reflected in the most recent certified payroll report, project schedule, or schedule of values submitted by Subcontractor to Contractor in accordance with the Subcontract Documents. All Subcontractor Invoices and other documentation submitted to Contractor by Subcontractor shall be prepared in a legible, coherent and organized form, and be supported by substantiated data including the completion of certified payroll reports so as to enable Contractor to certify the accuracy of data submitted to the Owner. D. In no event shall the aggregate of all Subcontractor Invoices exceed the Subcontract Sum together with any change orders, adjustments, modifications, or other additions or deletions that may occur during Project performance. Subcontractor Invoices submitted by Subcontractor shall indicate the percentage of completion of each portion of Subcontractors work as of the end of the period covered by the Subcontractor Invoice. The ultimate determination of the percentage of work completed shall rest jointly with the Owner and Contractor. E. Within ten (10) business days of receipt of payment from Owner that corresponds to the Subcontractor Invoice submitted to Contractor by Subcontractor, the Contractor shall make PROGRESS PAYMENTS on account of the Subcontract Sum to the Subcontractor as provided below and elsewhere in the Subcontract Documents. Subject to the terms contained in the Subcontract Documents, the amount of each Progress Payment shall be computed in accordance with the following provisions: 1. Contractor agrees to include in its monthly work estimate, invoice, billing, or schedule of values to the Owner the value of all work of the Subcontractor incorporated in the Project.2. All Progress Payments are conditional upon the receipt of timely and accurate Subcontractor Invoices that comply with all requirements contained in this Agreement and other Subcontract Documents. Progress Payments are further conditional upon acceptance of Subcontractors work by the Owner.3. Retainage and any reduction thereto shall be at a rate of 10%. Contractor shall pay Subcontractor 90% of work, labor, and materials furnished, and services performed, by Subcontractor through monthly Progress Payments, and shall retain the remaining 10% until final completion and acceptance of all Work covered by this Agreement, and such percentage so retained shall not be considered sums due and owing until thirty (30) days after the notice of completion is recorded by the Owner and Contractor has received final payment from the Owner which payment is an express condition precedent to Subcontractors entitlement to receive payment from Contractor.4. In submitting its Subcontractor Invoice, Subcontractor shall guarantee and certify that all labor and materials used on the Project have been paid for through the period covered by all Progress Payments issued up to that time by Contractor, and agrees to provide assurances to the Contractor to evidence this guarantee. Therefore, as a condition precedent to the payment of the 10% withheld as retainage, Subcontractor shall provide releases in its own behalf and obtain unconditional releases from all persons and entities supplying labor, materials, and equipment used by Subcontractor on the Project.5.