Subcontractor Pre-Qualification Form. About This Form

Transcription

1 Subcontractor Pre-Qualification Form About This Form This form supplies R.D. Olson Construction with your company information (Contacts, Phone Numbers, Licenses, Scopes of Work, etc.). Filling this form out accurately and as completely as possible is essential, as this information is entered into our subcontractor database, which is also our Bidder s List. Please feel free to supply more information about your company or add more company contacts on additional pages.

2

3

4

5 General Insurance Requirements About The Following Pages These are samples of various additional insured endorsements that fulfill our general insurance requirements. These are not the only additional insured endorsements we will accept but just a sample of what we are requiring. A sample Acord insurance certificate form is included. Instructions Please do not send insurance at this time. Please keep these pages for your future reference. We do not require these pages to be returned to us. Please verify that you can fulfill R.D. Olson s general insurance requirements before returning your Pre-Qualification Package.

6 The Certificate Holders For This Project Are: Exhibit F Subcontractor Insurance Requirements For ABC123 Project R.D. Olson Construction Job Number: R.D. Olson Construction, Inc Main Street, 3 rd Floor Irvine, CA ABC Owner Corp. 123 Broadway, 10 th Floor NY, NY ABC Developer 123 Broadway, 10 th Floor NY, NY ABC Lender Company 123 Broadway, 10 th Floor NY, NY ABC Architect Company 123 Broadway, 10 th Floor NY, NY Please supply each Certificate Holder a Certificate of Insurance showing evidence(s) of: Commercial General Liability Professional Liability Workers Compensation Pollution Liability Automobile Liability Umbrella/Excess Liability Each Certificate Holder must have their own separate certificate issued to them. The Additional Insureds For This Project Are: R.D. Olson Construction, Inc. ABC Owner Corp. 123 Lender Company ABC Lender Company ABC Architect Company ABC Developer Please supply Additional Insured Endorsements for: Commercial General Liability Umbrella/Excess Liability Automobile Liability Pollution Liability Please supply Waiver of Subrogation Endorsements for: Commercial General Liability Workers Compensation If this project requires that multiple Certificate Holders be named, please give R.D. Olson Construction a copy of the certificates provided to the other Certificate Holders. Project name and the project address must be listed on each certificate. If Subcontractors are hired by you (Sub-Subcontractors, aka a sub-tier) to perform any portion of the Work on the project listed above you must ensure they purchase, obtain and maintain the insurance listed in this Exhibit F prior to commencing any portion of their Work. Please provide a copy of these insurance documents to R.D. Olson Construction. All policies must contain an endorsement giving thirty (30) days notice of cancellation to the Additional Insured in event of cancellation, non-renewal, or material reduction in coverage. If your insurance company does not issue a certificate of insurance with the thirty (30) day notice of cancellation, please attach the Cancellation Endorsement for all required coverages applicable to the project. Contractors shall purchase and maintain the required insurance with companies having an A.M. Best Rating of AVII (Article 7) or better, or from an insurer acceptable to R.D. Olson. Subcontractor waives all rights against R.D. Olson Construction and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by insurance. *Coverage required hereunder will be maintained for a minimum of five years following project completion. Please or fax Certificates of Insurance to the Project Administrator. Direct Fax:

7 Exhibit F Subcontractor Insurance Requirements Commercial General Liability The minimum limits are: $1,000,000 each occurrence; $2,000,000 general aggregate per project; $1,000,000 products/completed operations aggregate; Comprehensive or Commercial Form General Liability Insurance on an occurrence basis. Commercial General Liability Additional Insured Endorsement Form(s) must include: Products/Completed Operations wording. Primary/Non-Contributory wording that applies to Completed Operations as well as during construction. General Liability Insurance, equivalent to ISO Occurrence Form that is primary for all occurrences at the Site. Commercial General Liability Waiver of Subrogation Endorsement Blanket wording is also acceptable in lieu of listing each Additional Insured. Please remember to list the project name on the Waiver. Contractor s Pollution Liability The minimum limit: $1,000,000 each occurrence and in the aggregate If your General Liability policy excludes mold, a minimum limit of $1,000,000 is required via a Contractor's Pollution Liability policy, with no exclusion for mold or EIFS. Policy form must be on an occurrence, not claims made basis. Contractor s Pollution Liability Additional Insured Endorsement Form(s) must include, Coverage for liability arising out of the Covered Operations performed by or on behalf of subcontractor. Please include a copy of your Contractor s Pollution Liability Policy s Declarations Page. Commercial Umbrella / Excess Liability The minimum limit: $1,000,000 each occurrence and in the aggregate Umbrella limits must be at least $1,000,000 and sit over the General Liability, Auto Liability and Employer s Liability coverages. Umbrella coverage must include as insureds all entities that are additional insureds on the Commercial General Liability policy. Umbrella coverage for such additional insureds shall apply as primary before any other insurance or selfinsurance, including any deductible, maintained by, or provided to, the additional insured other than the Commercial General Liability, Auto Liability and Employer s Liability coverages maintained by the Subcontractor. 8/9/2013 Page 2 of 3

8 Exhibit F Subcontractor Insurance Requirements Professional Liability (a.k.a. Errors and Omissions, E & O) The minimum limit: $1,000,000 each claim and all claims This requirement applies to all architects, engineers, surveyors, subcontractors of all tiers (i.e. Fire Protection Subcontractors) performing design-build services as well as any other paid consultants. Automobile Liability The minimum limits: $1,000,000 combined single limit-bodily injury and property damage each occurrence. Must include Owned, Non-Owned and Hired Autos OR Any Autos (symbol 1) wording. Automobile Liability Additional Insured Endorsement Blanket wording is also acceptable in lieu of listing each Additional Insured. Please remember to list the project name on the Waiver. Workers Compensation The minimum limits: Coverage A, California statutory limits Coverage B, Employer s Liability o bodily injury by accident - $1,000,000 each accident; o bodily injury by disease - $1,000,000 policy limit; o and bodily injury by disease - $1,000,000 each employee. Workers Compensation Waiver of Subrogation Endorsement Blanket wording is also acceptable in lieu of listing each of the Additional Insured. Please remember to list the project name on the Waiver. 8/9/2013 Page 3 of 3

9

10

11

12

13

14

15

16 Why is Contractors Pollution Liability (CPL) Required? What is Contractors Pollution Liability (CPL)? A Contractors Pollution Liability (CPL) policy pays for third party bodily injury and property damage claims as well as for remediation costs to clean up after a covered pollution event. The CPL policy is designed to prevent gaps in coverage due to pollution-related exclusions on standard commercial general liability programs. Why is it required? This coverage is needed to satisfy contractual requirements. Project owners require that R.D. Olson and all subcontractors on the project provide coverage for pollution losses arising out of contracting activities. What are some examples of a pollution event? Water intrusion (resulting from improperly installed windows and doors or defective construction of the building envelope) leads to the growth of toxic mold. Toxic mold exposure, caused by water entering a building s basement or substructure due to improper grading or excavation during site preparation. Generation of dust containing multiple hazards (e.g., asbestos, PCBs, silica), during demolition activities. Impacting existing utility lines such as gas, fuel, leading to product discharge into the soil and or groundwater. Heating, ventilation, air conditioning (HVAC) construction errors causing release of airborne bacteria, mold or carbon monoxide build-up, in addition to mold resulting from water intrusion or moisture encapsulation. Paint waste enters storm drains from runoff or improper disposal, carrying untreated pollutants into streams and rivers, and exposing the contractor to civil and criminal penalties for the contamination of waters. Fumes, emissions and spills from chemicals (volatile organic compounds) applied during construction (finishers, sealants, curing compounds, floor coatings, roofing adhesives, etc.), resulting in respiratory hazards. What contracting operations are most likely to give rise to pollution losses? All contracting activity has the potential for triggering a pollution incident; however the following trades are considered higher risk: HVAC Plumbers Painters Drywall Installation Demolition & Blasters Insulation Roofers Landscape Contractors Exterior envelope trades (framing, curtain wall, storefront, skylights, plaster/eifs, precast concrete) Exterior Windows/Doors Waterproofing Fire Sprinklers Concrete (building foundation & site) Water/sewer/excavation/underground utilities/site prep Flooring/Carpet/Tile/anything with adhesive products Isn t this covered by my Commercial General Liability (CGL) policy? Most CGL policies contain broad pollution exclusions that eliminate coverage for the majority of pollution exposures. What if my insurance agent tells me that I don t have any pollution exposures? Virtually any contaminant can trigger a pollution exclusion in the CGL, depending on the case law in individual states. If your trade is listed above, R.D. Olson requires that you provide pollution coverage. Why is R.D. Olson Construction the only General Contractor requiring this coverage? While less sophisticated contractors may be comfortable relying on their subcontractors to pay for defense costs, damages and fines associated with pollution claims, R.D. Olson adheres to its owners requirements as do the majority of contractors of our capacity and grade. This is an industry trend that will not be going away. If you are serious about your trade and want to work with top-notch GC s your most cost effective course of action will be to incorporate pollution coverage in your book of policies.

17 General Terms and Conditions This document is not a contract. About This Document It is required to be on file with R.D. Olson Construction for your company to be eligible to bid and before any work is awarded. Any modifications made by you are subject to approval by the reviewing Project Executive. Once this document is on file with R.D. Olson Construction, it is current for five years from your signing date. After five years, the GC s are considered expired and before any further work can be issued to your company, another set must be signed. Instructions Once you have reviewed, initialed and signed pages 1-14, please return all 14 pages (either by mail, fax or ) to: R.D. Olson Construction, Inc. Attention: Tiffany Gill 2955 Main Street, 3rd Floor Irvine, CA Fax: tgill@rdolson.com This document will be considered incomplete if all pages are not initialed and the signature block on page 14 is not completed. Copy(s) of your company s fully executed General Terms and Conditions will be available upon request.

18 GENERAL TERMS AND CONDITIONS Of The Subcontract Agreement Between Contractor and Subcontractor Continuing Obligation Form (GC 101) THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. THEREFORE, SUBCONTRACTOR SHOULD CONSULT WITH AN ATTORNEY OF ITS CHOICE PRIOR TO ITS EXECUTION. ARTICLE 1 CONTRACT DOCUMENTS 1.1 Subcontractor agrees and understands that these general terms and conditions impose a continuing obligation upon Subcontractor for all work performed by Subcontractor for Contractor after the date hereof and that Subcontractor shall be bound to these general terms and conditions in their entirety for all current and future contracts between Subcontractor and Contractor, including any instances where Subcontractor may perform work for Contractor without a written contract. Subcontractor acknowledges that it has been physically furnished a copy of these general terms and conditions and that Contractor shall have no obligation to supply Subcontractor with additional copies of these general terms and conditions for any current and future contracts between Contractor and Subcontractor or for any work performed by Subcontractor for Contractor if there is no written contract. In the event that Subcontractor wishes to obtain an additional copy of these general terms and conditions, Subcontractor must provide Contractor with a written request for an additional copy. 1.2 The Contract Documents consist of the Subcontract Agreement ( Subcontract ) between Contractor and Subcontractor and all exhibits and attachments thereto, these general terms and conditions and, exclusive of any reference to compensation amounts that may be contained therein, the Agreement between Owner and Contractor ( Prime Contract ) referenced in the Subcontract, the conditions of the Prime Contract (general, supplementary and all other conditions), the plans, the specifications, all addenda issued prior to and all modifications issued after the execution of the Prime Contract and agreed upon by the Contractor and Subcontractor. Subcontractor acknowledges that all such Prime Contract documents have been made available to it and confirms that it has examined all such documents prior to the execution of the Subcontract. All of the Contract Documents referenced in this Section 1.2, and each of them, form the Subcontract and are as fully a part of the Subcontract as if attached thereto or fully repeated therein. 1.3 The Contract Documents are complimentary, and what is called for in any one shall be as binding as if called for in all. Subcontractor acknowledges and agrees that the intent of the Contract Documents is to include all labor, services, equipment and/or materials necessary for the proper execution and completion of Subcontractor s Work under the Subcontract. Subcontractor further acknowledges that it has carefully examined the site of the Project and all of the Contract Documents for the Project and based thereon, Subcontractor represents that the Contract Documents are complete and sufficient to allow coordination regarding all aspects of Subcontractor s Work and that the Subcontract Sum includes all work necessary to complete Subcontractor s Work regarding the Project. Subcontractor represents and warrants that it enters into the Subcontract on the basis of its own examination, investigation, and evaluation of the site of the Project and the Contract Documents and not in reliance on any opinions or representations of Contractor, or any of its officers, agents or employees. 1.4 Subcontractor acknowledges that copies of all of the Contract Documents applicable to Subcontractor s Work under the Subcontract have been made available to or furnished to Subcontractor upon its request and Subcontractor acknowledges receipt of same. Subcontractor also acknowledges that it is solely responsible to have reviewed and understood all aspects of the plans, specifications and any other Contract Documents that form the Subcontract and knowingly accepts and assumes all risks arising from its failure to have reviewed any aspect of the Contract Documents. ARTICLE 2 THE WORK 2.1 Subcontractor shall perform the entire scope of its Work in a good and workmanlike manner and in strict conformance with the Contract Documents and Contractor s construction schedule. Subcontractor s Work shall include all labor, services, equipment and/or materials that may be reasonably inferred from the Contract Documents or from prevailing custom or trade usage as being necessary and required to produce the intended result which is functional and may be used by Owner and/or Contractor for its intended use and purpose. 2.2 Subcontractor promises to use its best efforts in the performance of its obligations under the Subcontract in all respects and its failure to do so in any material respect shall constitute a breach of the Subcontract. 2.3 Subcontractor represents and warrants to Contractor that it has the necessary level of skill, education, experience and expertise to perform the entire scope of its Work under the Subcontract, and maintains all necessary licenses, permits or other qualifications necessary to perform same. Subcontractor acknowledges that Contractor enters into the Subcontract in reliance on such representation and warranty Subcontractor s Initials Contractor s Initials

19 ARTICLE 3 TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3.1 Subcontractor s Work shall be commenced and performed diligently, shall be subject to authorized adjustments, and shall be completed in accordance with the Contract Documents, and Contractor s construction schedule. 3.2 Time is of the essence regarding Subcontractor s performance of its obligations under the Contract Documents, and Subcontractor agrees to reimburse Contractor for any and all liquidated or actual damages that may be assessed by Owner against Contractor which are attributable to or caused by Subcontractor's failure to perform the Work required by this Subcontract within the time fixed or in the manner provided for herein. Subcontractor also agrees to pay to Contractor any increased costs or other damages Contractor may sustain by reason of delay by Subcontractor, whether or not liquidated or actual damages are assessed by Owner. The payment of such damages shall not release Subcontractor from its obligation to otherwise fully perform this Subcontract. Upon written request by Contractor, Subcontractor shall furnish to Contractor such evidence as Contractor may require relating to Subcontractor's ability to fully perform this Subcontract in the manner and within the time specified herein. 3.3 Subcontractor will not be entitled to any extension of time regarding the performance of its obligations under the Contract Documents, unless Subcontractor has made a claim for such extension in strict accordance with Section 9.10 of these general terms and conditions and Contractor has given its written consent to the requested extension. ARTICLE 4 PAYMENTS TO THE SUBCONTRACTOR Contractor shall pay Subcontractor the Subcontract Sum as shown under Article 3 of the Subcontract in current funds for the performance of Subcontractor s Work, subject to additions and deductions authorized pursuant to Section 9.9, hereof Subcontractor understands and agrees that no sums are earned by Subcontractor under the Subcontract, until following timely and proper performance by Subcontractor Subcontractor further acknowledges and agrees that Contractor s obligation to pay Subcontractor for its Work under the Subcontract does not arise unless and until the first of the following conditions occur: (1) Contractor s receipt of payment from Owner for Work performed by Subcontractor pursuant to the Subcontract; or (2) the expiration of a six (6) month period of time after Subcontractor s full and proper completion of its Work under the Subcontract. Subcontractor acknowledges and agrees that the time period for such deferral is reasonable. In the event that the statute of limitations for filing an action to foreclose a mechanics lien is set to expire during the deferral period, Subcontractor may act in any manner necessary to protect its lien rights; provided, however, that Subcontractor agrees that it will not file any action to perfect its lien rights prior to the date that completion (as defined in Section 3086 of the California Civil Code or by the statutory or case law of the state in which the Project is located) of the Project has been achieved Unless otherwise provided herein, Contractor shall pay Subcontractor each progress payment and the final payment under the Subcontract within ten (10) days after Contractor receives payment from the Owner. The amount of each progress payment to Subcontractor shall be the amount to which Subcontractor is entitled, based on the percentage of completion allowed to Contractor for Subcontractor s Work, applied to the Subcontract Sum, less the percentage retained, if any, from payments to Contractor on account of Subcontractor s Work, plus, to the extent permitted by the Contract Documents, the amount allowed for materials and equipment suitably stored by Subcontractor, less the aggregate of previous payments to Subcontractor Subcontractor acknowledges and agrees that Contractor, in its sole and exclusive discretion, may pay any lower tier subcontractor or supplier of Subcontractor directly and any sums so paid shall be subtracted from the balance due to Subcontractor under the Subcontract Contractor may, at any time, require Subcontractor to submit, together with any payment request to Contractor from Subcontractor, a written representation, signed under penalty of perjury by an authorized officer or principal owner of Subcontractor, indicating that all of its lower tier subcontractors and suppliers have been timely paid according to ordinary business terms, and that no invoices have been outstanding for more the thirty (30) days, except for any specific invoices identified by Subcontractor Subcontractor acknowledges and agrees that any sums paid to Subcontractor for Work performed by it under the Subcontract, whether by single party check to Subcontractor, single party check to Subcontractor s lower tier subcontractors and suppliers, or by joint party check to Subcontractor and its lower tier subcontractors and suppliers, is paid to Subcontractor, to be held in trust by it for the benefit of its lower tier subcontractors and suppliers, and to ensure payment to all lower tier subcontractors and suppliers of Subcontractor for the Work under this Subcontract In the event of one or more defaults under the Subcontract by Subcontractor, Contractor shall have the right to increase the retention amount to any greater sum than originally fixed in the Subcontract, which Contractor feels, in its sole and exclusive discretion, is necessary to protect Owner, Contractor and any lower tier subcontractors and suppliers of Subcontractor Subcontractor acknowledges and agrees that Contractor shall have the right to setoff and withhold from any payments that might otherwise be due to Subcontractor, an amount that is equal to, in Contractor s good faith estimation, the amount necessary to reimburse Contractor for any damages, including Contractor s attorneys fees and costs resulting from Subcontractor s failure to Subcontractor s Initials Contractor s Initials

20 perform its obligations under this Subcontract or any other subcontract between Contractor and Subcontractor. For example and without limitation, Contractor may, in addition to the retention amount, withhold from any payment to be made to Subcontractor: (i) the amount of any costs and expenses, including Contractor s attorneys fees and costs, attributable to any aspect of Subcontractor s Work that has not been fully and properly performed, (ii) the amount necessary to satisfy any liens recorded by any of Subcontractor s lower tier subcontractors and/or suppliers in connection with the project that is the subject of the Subcontract, or to pay any invoice of any such lower tier subcontractor and/or supplier for which payment is due Subcontractor shall submit its applications for payment to Contractor within the timeframe and in the manner specified in Article 4.2 hereof to enable the Contractor to apply for payment If payments are made on the valuation of work completed, Subcontractor shall, before the first application, submit to Contractor a schedule of values consisting of the various parts of Subcontractor s Work aggregating the Subcontract Sum, made out in such detail as Subcontractor and Contractor may agree upon or as required by Owner, and supported by such evidence as to its correctness as the Contractor may direct. This schedule of values, when approved by the Contractor, shall be used as the basis for Subcontractor s applications for payment, unless it is found to be in error. In applying for payment, Subcontractor shall submit its invoice based upon this schedule of values If payments are made on account of materials and/or equipment not incorporated in Subcontractor s Work, but delivered and suitably stored at the site or at some other location agreed upon in writing, such payments shall be in accordance with the terms and conditions of the Contract Documents and conditioned on delivery by Subcontractor to Contractor of proof that such materials and/or equipment are fully covered by Subcontractor s insurance against any peril Subcontractor s acceptance of any payment made under the Subcontract shall constitute a full and complete release by Subcontractor of any and all claims, demands and causes of action against Contractor and/or Owner for payment for services rendered which Subcontractor, its successors or assigns, or anyone claiming under Subcontractor, has or may have against Contractor and/or Owner under this Subcontract as to that portion or phase of Subcontractor s Work to which such payment relates. 4.2 PROGRESS PAYMENTS Unless otherwise provided herein, Contractor shall pay Subcontractor by virtue of monthly payments in accordance with these general terms and conditions Contractor shall make no payment to Subcontractor unless and until Subcontractor has provided Contractor with the fully executed originals of the Subcontract, including these general terms and conditions (GC 101), Subcontractor s W-9 form, a copy of Subcontractor s state contractor s license, all bonds (e.g., performance and/or payment bonds) required under the Contract Documents and proof satisfactory to Contractor that Subcontractor has obtained all of the insurance required under Article 7, hereof Subcontractor s applications for monthly progress payments shall be in writing and in accordance with these general terms and conditions, shall state the estimated percentage of Subcontractor s Work that has been properly completed and accepted by Contractor and shall be submitted to Contractor on or before the twenty-fifth (25 th ) day of each month, or as agreed upon in the Prime Contract. Upon Contractor s approval thereof, Subcontractor s application for progress payment will be included in Contractor s application for monthly progress payment which will be submitted to Owner. Contractor will retain ten percent (10%) of any progress payment that it makes to Subcontractor pursuant to the Subcontract. 4.3 FINAL PAYMENT Unless otherwise provided herein, final payment, constituting the entire unpaid balance of the Subcontract Sum, less any portion thereof withheld in accordance with the punch list to cover the cost of any Work to be completed or corrected by Subcontractor or to cover damage to other trades for which the Subcontractor is responsible or to cover Subcontractor s retention, shall be earned when Subcontractor s Work has been fully performed and completed in accordance with the Contract Documents and is satisfactory to and accepted by Architect, Owner and Contractor Before the issuance of the final payment, Subcontractor shall submit evidence satisfactory to Contractor that all payroll, bills for materials and equipment, and all known indebtedness connected with the Subcontractor s Work has been satisfied. Such evidence includes, but is not limited to, the fully executed originals of such conditional and/or unconditional releases as may be specified by Owner and/or Contractor. In addition, Subcontractor shall submit proof to Contractor that all lower tier subcontractors and suppliers have been paid for their current invoices for labor and/or materials supplied to the project, or in the alternative, a conditional waiver and release upon final payment, signed by the lower tier subcontractor or supplier, is furnished to Contractor for all labor and/or materials furnished through the end of the Project The sums withheld by Contractor pursuant to Section hereof, are not due and payable until forty-five (45) days after Subcontractor has completed all of its Work under the Subcontract pursuant to and in full conformance with the Contract Documents; has completed all of its Work under the final punch list compiled by the Architect, Owner and Contractor; and has delivered to Contractor all as-built plans, warranties and manuals pertaining to Subcontractor s Work Subcontractor s Initials Contractor s Initials

21 ARTICLE 5 PERFORMANCE BOND AND PAYMENT BOND 5.1 Subcontractor shall furnish the performance bond and payment bond, if any, that may be specified in the Contract Documents, issued by a surety and on forms satisfactory to Contractor. Unless otherwise specified in the Contract Documents, Subcontractor shall be reimbursed, at cost and without mark-up, for the cost of the premiums for any required bonds. ARTICLE 6 TEMPORARY FACILITIES AND SERVICE 6.1 Unless otherwise provided for in the Subcontract, Contractor may furnish and make available to Subcontractor no temporary facilities other than a temporary toilet, hand wash station, and trash container as may be provided for in the Contract Documents. ARTICLE 7 INSURANCE 7.1 Prior to the commencement of its Work, Subcontractor shall, at its own cost, purchase and maintain all of the insurance coverage specified in the Contract Documents and in Exhibit F to the Subcontract, which exhibit is entitled Insurance and is fully incorporated herein by this reference. Such insurance coverage shall be effective as of the date of the commencement of Subcontractor s Work and Subcontractor shall maintain such insurance, not just throughout Subcontractor s performance of its Work, but until the expiration of all applicable statutes of limitation and statutes of repose, including without limitation CCP The insurance required in this Article 7 shall be placed with insurance companies having an A.M. Best Company rating of A VIII or better or from an insurer acceptable to Contractor. 7.2 Prior to the commencement of Subcontractor s Work, Subcontractor shall furnish Contractor with a certificate(s) of insurance evidencing the insurance required hereunder, which certificate(s) of insurance shall: (i) name R. D. OLSON CONSTRUCTION, INC., along with any other person or entity specified in Exhibit F, as certificate holder and an additional named insured in regards to all insurance to which the certificate(s) pertains; and (ii) shall contain a provision that no less than thirty (30) days written notice shall be given to Contractor prior to any cancellation, non-renewal of, or change in any such insurance. Not later than thirty (30) days after the commencement of Subcontractor s Work, Subcontractor shall obtain and maintain, at its principal place of business, complete copies of all policies of insurance required under Article 7, and upon request by Contractor, shall furnish and submit to Contractor complete copies of all policies of insurance required hereunder within five (5) business days after such request. 7.3 Subcontractor agrees that the requirements of this Article 7 shall also apply to any lower tier subcontractors and/or suppliers engaged by Subcontractor in connection with the Project, and shall be expressly included in any contract entered into by and between Subcontractor and any such lower tier subcontractor and/or supplier, unless any of the requirements are expressly altered or waived in writing by Contractor. 7.4 Should Subcontractor fail to provide or maintain the insurance required by this Subcontract, or fail to furnish evidence satisfactory to Contractor that Subcontractor and all of Subcontractor s lower-tier contractors and/or suppliers have fully complied with the requirements of this Article, Contractor may at its sole discretion, declare Subcontractor to be in material breach of this Subcontract and withhold any payment due Subcontractor hereunder, or Contractor may elect to purchase such insurance so as to maintain the required coverage and deduct the premiums for such insurance from any payment due the Subcontractor hereunder. Subcontractor's insurance coverage shall be primary insurance with respect to Contractor. Any insurance or self-insurance maintained by Contractor shall be in addition to the coverage of Subcontractor's insurance and shall not contribute to it. Failure of Subcontractor to procure or maintain the insurance required hereunder shall not relieve Subcontractor from any liability under this Subcontract, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of Subcontractor hereunder. The insurance requirements in this Subcontract are minimum requirements for this Subcontract and in no way limit the indemnity covenants contained in this Subcontract. Furthermore, Contractor does not warrant that the minimum limits contained herein are sufficient to protect Subcontractor from liabilities that may arise out of the performance of the Work by Subcontractor, its agents, representatives, employees or consultants, and Subcontractor understands that it may purchase any additional insurance that it deems necessary. 7.5 Subcontractor hereby waives all present and future rights of subrogation which Subcontractor's insurance carriers might have or claim against Contractor in connection with the Work. Subcontractor shall defend, indemnify and hold Contractor harmless from all such subrogation claims. Subcontractor shall require all subcontractors and suppliers that it retains in connection with the Work to agree in writing to waive any and all rights of subrogation that it may have against Contractor. Subcontractor and its subcontractors' and suppliers' policies of insurance shall all provide for such waivers by endorsement or otherwise, and shall incorporate such waivers on all certificates of insurance. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification (contractual or otherwise), did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged or person injured Subcontractor s Initials Contractor s Initials

22 7.6 Contractor and Subcontractor waive all rights against each other and against Owner, Architect, separate contractors and all other subcontractors for damages caused by fire or other causes of loss to the extent covered by property insurance provided under these general conditions, except such rights as they may have to the proceeds of such insurance. ARTICLE 8 WORKING CONDITIONS 8.1 Any applicable arrangements concerning working conditions and labor matters for the Project will be listed in the Subcontract exhibits. ARTICLE 9 SUBCONTRACTOR 9.1 RIGHTS AND RESPONSIBILITIES Subcontractor shall be bound to Contractor by the terms of the Subcontract and, to the extent that provisions of the Prime Contract apply to the Work of Subcontractor as described in the Contract Documents, Subcontractor shall assume toward Contractor all the obligations and responsibilities which Contractor by its Prime Contract assumes toward Owner and Architect, if any, and shall have the benefit of all rights, remedies and redress against Contractor which Contractor, by its Prime Contract, has against Owner, provided that where any provision of the Prime Contract is inconsistent with any provision of the Subcontract, the Subcontract shall govern any dispute or claim solely between Contractor and Subcontractor, unless otherwise agreed to in writing by Contractor and Subcontractor The Subcontractor shall not assign the Subcontract in part or in whole without the written consent of Contractor, nor assign any amounts due or to become due under the Subcontract without the written consent of Contractor and absent Contractor s written consent, any assignment or attempted assignment of the Subcontract or any amounts due thereunder shall be null and void. 9.2 EXECUTION OF THE WORK Upon Contractor s demand, Subcontractor shall furnish periodic progress reports on its Work as mutually agreed, including information on the status of materials and equipment under the Subcontract which may be in the course of preparation or manufacture Subcontractor agrees that its Work shall be done in full conformance with the Contract Documents Subcontractor shall pay for all materials, equipment and labor used in, or in connection with, the performance of the Subcontract through the period covered by previous payments received from Contractor and shall furnish satisfactory evidence when requested by Contractor to verify compliance with the above requirements, including but not limited to, releases. Such conditional and/or unconditional releases as Contractor and/or Owner may specify. 9.3 LAWS, PERMITS, FEES AND NOTICES Subcontractor shall give all notices and comply with all laws, ordinances, rules, regulations and orders of any public authority bearing on the performance of Subcontractor s Work. Subcontractor shall secure and pay for all permits and governmental fees, licenses, taxes and inspections necessary for the proper execution and completion of Subcontractor s Work under the Contract Documents Subcontractor shall comply with all federal, state and local laws, social security acts, unemployment compensation acts and workers or workers compensation acts insofar as applicable to the performance of the Subcontract. 9.4 WORK OF OTHERS In carrying out its Work, Subcontractor shall take all necessary precautions to protect the finished work of other trades from damage caused by Subcontractor s operations. Moreover, Subcontractor acknowledges that the Work provided for in this Subcontract constitutes only a part of the work being performed for Owner by Contractor and other subcontractors. Subcontractor, therefore, agrees to perform the Work in such a manner that it will not injure, damage or delay any other Work performed by Contractor or any other subcontractor or supplier, and further agrees to pay or reimburse Contractor for any additional costs, damage or delay that may be caused to such other work of Contractor, subcontractors or suppliers by Subcontractor, its agents or employees Subcontractor shall cooperate with Contractor and other subcontractors whose work might interfere with Subcontractor s Work, and shall participate in the preparation of coordinated drawings in areas of congestion specifically noting and advising Contractor of any such interference. 9.5 SAFETY PRECAUTIONS AND PROCEDURES Subcontractor shall take all reasonable safety precautions with respect to Subcontractor s Work, shall comply with all safety measures initiated by Contractor and with all applicable laws, ordinances, rules, regulations and orders of any Federal, State or Local authorities for the safety of persons or property in accordance with the requirements of the Contract Documents. Sub-sub tier subcontractors hired by the Subcontractor to perform any scopes of its contracted work shall comply with all safety measures initiated Subcontractor s Initials Contractor s Initials

23 by Contractor and with all applicable laws, ordinances, rules, regulations and orders of any Federal, State or Local authorities for the safety of persons or property in accordance with the requirements of the Subcontractor s Contract Documents. Subcontractor shall report to Contractor immediately any injury to any of Subcontractor s or sub-tier subcontractor s employees at the site Any and all penalties, losses or expenses, including but not limited to attorney's fees, charged to Contractor for any safety code violations, or violations of law which are caused in whole or in part by any of Subcontractor s personnel or the personnel of any Subcontractor s sub-tier subcontractors or suppliers or anyone whose actions are supervised in whole or in part by Subcontractor, will result in a back charge to Subcontractor from Contractor for penalties, loss or expense reimbursement actually incurred by Contractor as a result thereof to the fullest extent of the law. 9.6 CLEANING UP Subcontractor shall at all times keep the premises free from accumulation of waste materials or rubbish arising out of the operations of the Subcontract. All waste materials or rubbish arising out of the operations of each Subcontractor s work shall be properly disposed of and removed from site or placed in a dumpster as may be provided for in the Contract Documents. Unless it s otherwise provided, Subcontractor shall not be held responsible for unclean conditions caused by other contractors or subcontractors. 9.7 WARRANTY Subcontractor warrants to Owner, Architect and Contractor that Subcontractor s Work consisting of all labor, services, equipment and/or materials furnished by it, its lower tier contractors and/or suppliers, if any, under the Subcontract, shall be new (unless otherwise specified), of good quality, free from faults, defects and in full conformance with the Contract Documents. If any aspect of Subcontractor s Work does not conform to these requirements, including substitutions not properly approved and authorized, it may be considered to be defective for purposes of this warranty and Subcontractor agrees to immediately repair and/or replace (including any adjacent work which may be damaged during this process), at Subcontractor s sole cost and expense, any such nonconforming aspect of Subcontractor s Work so as to bring such work into full conformance with the requirements of the Contract Documents. In performing its obligations hereunder, Subcontractor shall utilize, subject to Contractor s approval, any reasonable means and methods selected by Subcontractor The Warranty provided in Section 9.7 hereof shall be in addition to and not in limitation of any other warranty required by the Contract Documents and/or any remedy provided by law. Specifically, nothing herein shall be construed to limit any statutes of limitation including, but not limited to the statute of limitations regarding any latent deficiency in regards to any aspect of the labor, services, equipment and/or materials furnished by Subcontractor under the Subcontract. Manufacturer s product warranties may contain provisions that extend specific product or equipment warranties to the Owner. The Project contract specification sections may contain provisions that extend the warranty period for labor, equipment, materials and/or services beyond the one-year date from substantial completion of the Contract Agreement Subcontractor shall have no repair or replacement obligation under this Warranty unless and until it receives written notice that describes the aspect of Subcontractor s Work that is claimed to be not in conformance with the requirements of the Contract Documents. Promptly upon Subcontractor s receipt of such notice, but in no event later than twenty-four (24) hours in the event of an emergency or in the absence of an emergency, seven (7) calendar days thereafter, Subcontractor shall proceed with its repair and/or replacement obligations as specified herein. In the event that Subcontractor fails to perform its obligations under this Warranty, Subcontractor agrees that Owner and/or Contractor may undertake to repair and/or replace (including any adjacent work which may be damaged during this process), at Subcontractor s sole cost and expense, any nonconforming aspect of Subcontractor s Work so as to bring such work into conformance with the requirements of the Contract Documents. 9.8 PROGRESS OF THE WORK Subcontractor shall cooperate with Contractor in scheduling and performing Subcontractor s Work to avoid any conflict, delay and/or interference with the work of others Subcontractor s Initials Contractor s Initials

24 9.8.2 Subcontractor shall promptly submit all shop drawings and/or submittals and samples required in order to perform Subcontractor s Work efficiently, expeditiously and in a manner that will not cause any delay in the progress of the work of Contractor or other subcontractors. 9.9 CHANGES IN THE WORK Subcontractor may be ordered in writing by the Contractor, without invalidating the Subcontract, to make changes in Subcontractor s Work, consisting of additions, deletions or other revisions, including those required by modifications to the Prime Contract issued subsequent to the execution of the Subcontract, the Subcontract Sum and the Subcontract Time being adjusted accordingly. Changes in Subcontractor s Work may be accomplished after the execution of the Subcontract and without invalidating the Subcontract by a Subcontract Change Authorization ( SCA ), a Subcontract Change Directive ( SCD ), or Order for Minor Change ( OMC ), subject to the limitation stated elsewhere herein and elsewhere in the Contract Documents An SCA shall be based upon an agreement between Contractor and Subcontractor and it shall be signed by both parties to the Subcontract stipulating the scope of the change or revision and any agreed upon adjustment to the Subcontract Sum and the Subcontract Time An SCD is a written order prepared and signed by Contractor, directing Subcontractor to perform a change in Subcontractor s Work prior to an agreement on adjustment, if any, on the Contract Sum or Contract Time, or both. Contractor may by an SCD, without invalidating the Subcontract, order changes in Subcontractor s Work consisting of additions, deletions or other revisions, and if justified, the Contract Sum and Contract Time will be adjusted subsequently. When Contractor and Subcontractor reach agreement upon the adjustment to the Contract Sum and Contract Time, such agreement shall be made effective by the preparation and execution of an SCA Contractor will have the authority to order minor changes in Subcontractor s Work not involving any adjustment in the Contract Sum or the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order (the OMC) and shall be binding on Subcontractor who shall promptly carry out such written orders Contractor and Subcontractor acknowledge and agree that the execution of any SCA constitutes a mutual accord and satisfaction as to the Work covered therein and Subcontractor thereby waives and releases any and all claims, rights and/or remedies it may have against Contractor and/or Owner in conjunction with the Work described in any such SCA, including but not limited to, those for impact, delay, disruption, loss of efficiency, or any other extraordinary or consequential damages, arising directly or indirectly out of the Work described in any such SCA, except as specifically included therein If a dispute arises between Contractor and Subcontractor as to whether Work performed by Subcontractor is included as part of its scope of Work or constitutes extra or additional Work, Subcontractor shall nonetheless timely perform such Work so as not to delay the progress of Contractor s construction schedule and the dispute shall be resolved pursuant to Article 14 hereof Should Subcontractor perform any aspect of its Work on a time and material basis, the labor rates must be agreed upon in writing by Subcontractor and Contractor s Project Manager prior to the performance of the Work. In this regard, daily timesheets must be approved by Contractor s project superintendent and the labor records and material invoices must accompany the billing. Subcontractor acknowledges and agrees that Contractor shall have the right at Contractor s option to audit Subcontractor s records and invoices to verify the accuracy of Subcontractor s billings. These requirements apply to change order work For changes directed by Contractor, if any, which are not provided for in this Article 9, Subcontractor may be entitled to an adjustment in the Subcontract price if, and only if, Subcontractor gives Contractor written notice of Subcontractor s intent to claim such an adjustment prior to Subcontractor s performance of such changed Work and obtains Contactor s response in writing that Contractor agrees to provide Subcontractor with such an adjustment. Subcontractor acknowledges and agrees that its failure to provide written notice as required in these general terms and conditions for any changes to the work, or its failure to comply with the requirements of the preceding sentence prior to performing any work or incurring any cost for which Subcontractor believes it is entitled to claim additional compensation, whether or not directed by Contractor, shall be deemed to prejudice Contractor and shall constitute a waiver of any such claim by Subcontractor CLAIMS OF THE SUBCONTRACTOR Subcontractor shall submit all claims promptly, but in no event later than seven (7) calendar days after the occurrence of the events which constitute the basis for the claim to the Contractor for additional cost, extensions of time, and damages for delays or other causes in accordance with the Contract Documents. Any such claim which will affect or become part of a claim which Contractor is required to make under the Contract Documents within a Subcontractor s Initials Contractor s Initials