Before you send your pre-qualification package
back to us,
Did you remember to...
□ Sign & date the Subcontractor Pre-Qualification Form?
□ Initial all 14 pages of the General Terms and Conditions?
□ Complete the signature block on page 14 of the General
Terms and Conditions?
□ Return both the Pre-Qualification Form and General Terms
and Conditions?
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.
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.
Exhibit F
Subcontractor Insurance Requirements
For ABC123 Project
R.D. Olson Construction Job Number: 012345
The Certificate Holders For This Project Are:

R.D. Olson Construction, Inc.
2955 Main Street, 3rd Floor
Irvine, CA 92614

ABC Owner Corp.
123 Broadway, 10th Floor
NY, NY 10003

ABC Lender Company
123 Broadway, 10th Floor
NY, NY 10003

ABC Architect Company
123 Broadway, 10th Floor
NY, NY 10003

ABC Developer
123 Broadway, 10th Floor
NY, NY 10003
Please supply each Certificate Holder a Certificate of Insurance showing evidence(s) of:

Commercial General Liability

Professional Liability

Pollution Liability

Automobile Liability

Umbrella/Excess Liability

Workers’ Compensation
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.

ABC Lender Company

ABC Architect Company

ABC Developer

123 Lender Company

Automobile Liability
Please supply Additional Insured Endorsements for:

Commercial General Liability

Pollution Liability

Umbrella/Excess 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 email or fax Certificates of Insurance to the Project Administrator.
Email:
@rdolson.com
Direct Fax: 949-623-6__________
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
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
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 /Fireproofing
•Concrete (building foundation & site) & Masonry
•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.
General Terms and Conditions
About This Document
This document is not a contract.
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 - 13,
14, please return all
14
13 pages (either by mail, fax or email) to:
R.D. Olson Construction, Inc.
Attention: Tiffany Gill
2955 Main Street, 3rd Floor
Irvine, CA 92614
Fax: 949.623.6705
Email: tgill@rdolson.com
• This document will be considered incomplete if all pages are not initialed and
the signature block on page 13
14 is not completed.
• Copy(s) of your company’s fully executed General Terms and Conditions will
be available upon request.
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.
01.01.16
Subcontractor’s Initials __________
Contractor’s Initials __________
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
4.1.1
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.
4.1.2
Subcontractor understands and agrees that no sums are earned by Subcontractor under the Subcontract, until following timely
and proper performance by Subcontractor.
4.1.3
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.
4.1.4
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.
4.1.5
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.
4.1.6
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.
4.1.7
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.
4.1.8
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.
4.1.9
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
2
01.01.16
Subcontractor’s Initials __________
Contractor’s Initials
__________
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.
4.1.10 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.
4.1.11 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.
4.1.12 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.
4.1.13 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
4.2.1
Unless otherwise provided herein, Contractor shall pay Subcontractor by virtue of monthly payments in accordance with
these general terms and conditions.
4.2.2
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.
4.2.3
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 (25th) 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
4.3.1
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.
4.3.2
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
4.3.3
The sums withheld by Contractor pursuant to Section 4.3.1 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.
3
01.01.16
Subcontractor’s Initials __________
Contractor’s Initials
__________
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 § 337.15. 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.
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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
9.1.1
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.
9.1.2
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
9.2.1 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.
9.2.2
Subcontractor agrees that its Work shall be done in full conformance with the Contract Documents.
9.2.3
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
9.3.1
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.
9.3.2
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
9.4.1
In carrying out its Work, Subcontractor shall take all necessary precautions to protect the finished work of other trades fro m
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.
9.4.2
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
9.5.1
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
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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.
9.5.2
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
9.6.1
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
9.7.1
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.
9.7.2
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.
9.7.3
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
9.8.1
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.
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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
9.9.1
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.
9.9.1.1 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.
9.9.1.2 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.
9.9.1.3 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.
9.9.2
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.
9.9.3
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.
9.9.4
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.
9.9.5
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.
9.10
CLAIMS OF THE SUBCONTRACTOR
9.10.1 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
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specified time period or in a specified manner shall be made in sufficient time to permit Contractor to satisfy the
requirements of the Contract Documents. Such claims shall be received by the Contractor not less than two (2)
working days preceding the time by which Contractor’s claim must be made. Failure of Subcontractor to make such
a timely claim shall bind Subcontractor to the same consequences as those to which Contractor is bound by the
Prime Contract.
9.10.2
If Subcontractor shall be delayed in the performance of its Work by any act of Owner or Architect or by
changes ordered in its Work, or by fire, unavoidable casualties, national emergency, adverse weather conditions not
reasonably anticipated, or by any cause other than the intentional interference of Contractor, or for reasons beyond
Subcontractor’s control and without Subcontractor’s fault or negligence, Subcontractor shall be entitled, as
Subcontractor’s sole and exclusive remedy, to an extension of time reasonably necessary to compensate for the time
loss due to the delay, but only if Subcontractor shall have notified Contractor in writing of the existence of the delay
within forty-eight (48) hours of the occurrence of the event giving rise to the delay, and, only to the extent that an
equivalent extension of time is granted to Contractor by Owner. Subcontractor shall have the burden of proving the
impact of the delay and justifying the time extension requested. If Subcontractor’s performance of its Work is
unaffected by a delay incurred by Contractor or another subcontractor, Subcontractor shall not be entitled to claim
an extension of time for such delay in order to perform its Work.
9.10.3 In no event shall Contractor become obligated to pay Subcontractor any amount in excess of the
Subcontract Sum as a result of delays, interferences, hindrances, inefficiencies or disruptions to Subcontractor’s
Work, excepting only delays or disruptions for which Contractor, on behalf of Subcontractor, has received from
Owner payment for an increase in the Contract Sum and/or delays, interferences, hindrances, inefficiencies or
disruptions from Contractor’s intentional interference with Subcontractor’s Work. Contractor’s exercise of any its
rights under the Subcontractor, or Owner’s exercise of any of its rights under the Prime Contractor or Contractor’s
requirement that Subcontractor correct or repair any defective work, shall not, under any circumstances, be
construed as interference with Subcontractor’s performance of the Work.
9.11
INDEMNIFICATION
9.11.1 Subcontractor’s Work performed at the site of the Project or in preparing or delivering materials or
equipment, or any or all of them, to the Project site shall be at the risk of Subcontractor exclusively. To the
maximum extent permitted by law, Subcontractor, on behalf of itself, and all of its lower tier subcontractors and/or
suppliers that perform any aspect of the Subcontractor’s Work, shall, with respect to all of its obligations under the
Subcontract including, without limitation, the performance of the Work which is covered by or incidental to the
Subcontract, shall indemnify, defend and hold Contractor and Owner, including their officers, agents, employees,
affiliates, parents and subsidiaries, and each of them (collectively, “Indemnitees”), harmless from and against any
and all claims, demands, actions, causes of action, suits, obligations, liabilities, losses, damages, costs, expenses
(including, without limitation, judgments, liens, fines, awards, penalties, investigative and repair costs, expert and
consultants’ fees and costs, attorneys’ fees and costs and court costs) (collectively, “Claims”), arising from or in any
manner related to or connected with (whether directly or indirectly) (i) the operations, or activities of Subcontractor,
(ii) the performance of Subcontractor’s Work, (iii) the breach of the terms of this Agreement, including, but not
limited to, defective work or violations of or a failure to comply with any safety order, rule or regulation, (iv) any
and all liens, stop notices and charges of every type, nature or kind which may at any time be filed or claimed
against the Project, or any portion thereof, or against the Owner, Contractor or construction lender as a consequence
of acts of Subcontractor, its sub-subcontractors, materialmen or others for which they are responsible, (v) any
workers’ or workmen’s compensation or other employee benefit claims with respect to Subcontractor or its subsubcontractor’s employees arising out of the Work, (vi) violation of any local, state or federal law, regulation or
code by Subcontractor, or by its sub-subcontractors, and (vii) costs and fees incurred in the enforcement of this
provision. Such Claims shall include, without limitation, Claims for personal injury (including, without limitation,
bodily and emotional injury, sickness or disease, or death), personal and real property damage, defects in
workmanship or materials, breach of warranty, breach of contract or of any Subcontract Document, penalties
imposed as a result of the violation of any law, regulation, standard, ordinance or statute. However, Subcontractor
shall not be obligated under this Agreement to indemnify the Indemnitees to the extent Claims arise from the willful
misconduct or active negligence of the Indemnitees, or other independent contractors who are responsible to the
Contractor, or to the extent Claims arise from defects in design furnished by those persons, or to the extent the
Claims do not arise out of the Subcontractor’s Scope of Work.
9.11.2 Subcontractor’s agrees to expressly indemnify Contractor, Owner and the other Indemnitees against all
liability, claims, suits, damage, loss, judgment or expense, including attorney’s fees, which such Indemnitees might
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incur because of such Indemnitees’ passive negligence, including the negligent failure to discover or remedy a
dangerous condition created by or through Subcontractor.
9.11.3. To the fullest extent permitted by law, Subcontractor’s obligation to hold harmless, defend, protect and
indemnify the Indemnitees under this Section 9.11 shall apply, without limitation, to any acts or omissions, or
willful or negligent misconduct, whether active or passive, of Subcontractor, its sub-subcontractors or materialmen,
or others for which Subcontractor is responsible.
9.11.4 This Section 9.11 creates independent duties on the part of Subcontractor to defend at Subcontractor's
expense, and to indemnify Contractor and the other Indemnitees. Each duty shall extend to all Claims arising before
or after the completion of the Work performed by or for Subcontractor. Subcontractor's defense obligations shall
arise immediately upon presentation of a Claim by any party and written tender of such Claim being provided to
Subcontractor (regardless of whether Subcontractor may ultimately not have an obligation to indemnify pursuant to
this Section 9.11); provided, however, that the cost of such defense shall be reimbursed to Subcontractor upon final
resolution of the Claim to the extent Subcontractor has no duty to defend or indemnify Contractor for such Claim
pursuant to this Section 9.11, or to the extent that a final allocation of defense fees and costs results in a credit being
due to Subcontractor. Each allocation of defense fees and costs, including the final allocation, shall be determined
by Contractor or Owner in its sole discretion exercised consistent with Civil Code §2782.05(e)(2).
9.11.5 The contractual right of indemnification provided to Contractor and the other Indemnitees hereunder shall be
in addition to, and not in lieu of, all rights of indemnity at law or in equity (including without limitation, equitable
indemnity) for a breach by Subcontractor of any statutory or common law duty or obligation or any of the provisions
of the Contract Documents to which Contractor and the other Indemnitees may otherwise be entitled. In addition,
payment shall not be a condition precedent to enforcing the defense, indemnity and hold harmless obligations of
Subcontractor set forth in this Section. The foregoing obligations shall include, without limitation, defense costs and
expenses and any and all sums and detriment incurred by the Indemnitees in investigating, defending against and/or
settling or otherwise resolving any Claims indemnified hereunder.
9.11.6 The indemnification obligation described herein shall not be limited in any way by any limitation on the
amount or type of damages, compensation or benefits payable by or for Subcontractor under any workers’ or
workmen’s compensation acts, disability benefit acts or any other employees’ benefit acts.
ARTICLE 10
CONTRACTOR
10.1
RIGHTS AND RESPONSIBILITIES
10.1.1 Contractor shall be bound to Subcontractor by the terms of the Subcontract, and to the extent that
provisions of the Prime Contract apply to Subcontractor’s Work, Contractor shall assume toward Subcontractor all
the obligations and responsibilities which Owner, by the Prime Contract, assumes toward Contractor and shall have
the benefit of all rights, remedies and redress against Subcontractor which Owner, by those Documents, has against
Contractor. Where any provision of the Prime Contract is inconsistent with any provisions of the Subcontract, the
Subcontract shall govern any dispute solely between Contractor and Subcontractor.
10.2
COOPERATION BY CONTRACTOR
10.2.1 Contractor shall cooperate with the Subcontractor in scheduling and performing Contractor’s work to avoid
conflicts or interference in the Subcontractor’s Work and shall expedite written responses to submittals made by the
Subcontractor.
10.3
COMMUNICATIONS
10.3.1 Contractor shall notify Subcontractor of all modifications to the Prime Contract which affect
Subcontractor’s Work and which were issued or entered into subsequent to the execution of the Subcontract.
10.4
LIQUIDATED DAMAGES
10.4.1 Contractor shall make no demand for liquidated damages for delay in any sum in excess of the amount of
liquidated damages specified in the Prime Contract. Liquidated damages shall be assessed against Subcontractor
only for its negligent acts and its failure to act in accordance with the terms of its Subcontract, and in no case for
delays or causes arising outside the scope of its Subcontract, or for which other subcontractors are responsible.
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10.5
CONTRACTOR’S REMEDIES
10.5.1 If Subcontractor defaults or neglects to carry out its Work in accordance with the Contract Documents and
fails within twenty-four (24) hours after receipt of written notice of such default to cure such default or to commence
the cure of and diligently prosecute the same, Contractor may, without prejudice to any other remedy that Contractor
has, make good such deficiencies and may deduct the cost thereof from the payments then or thereafter due
Subcontractor.
ARTICLE 11
PERFORMANCE
11.1
Subcontractor shall furnish all labor, tools, equipment, materials, supplies, supervision, shop and/or field
engineering as well as any design necessary for the proper, efficient and workmanlike performance of
Subcontractor’s Work under the Contract Documents. Subcontractor shall prosecute Subcontractor’s Work in a
prompt and diligent manner whenever such work or any part of it becomes available, or at such other time or times
as Contractor may direct so as to promote the general progress of the entire construction. Subcontractor shall not, by
delay or otherwise, interfere with or hinder the work of Contractor or any other subcontractor. Any materials that are
to be furnished by Subcontractor hereunder shall be furnished in sufficient time to enable Subcontractor to perform
and complete its Work as required by the Contract Documents.
11.2
In the event of any default by Subcontractor that is not cured by Subcontractor within twenty-four (24)
hours after receipt of written notice thereof, Contractor, in addition to any other remedies it may have, either under
the Subcontract or the law, shall be entitled to: reimbursement by Subcontractor for any and all liquidated,
consequential, actual, and/or any other damages, expenses, costs, including but not limited to, all standby, on-site,
extended overhead and general conditions costs, incurred by reason of Subcontractor’s delay in the performance of
its Work, as well as any and all attorney’s fees, consultant fees and any related legal expenses incurred by
Contractor by virtue of Subcontractor’s default.
11.3
If Subcontractor at any time refuses or neglects to supply labor, materials, supervision, tools, equipment or
supplies of proper quantity and quality for the proper performance of Subcontractor’s Work under the Contract
Documents, or if Subcontractor should fail in any respect to prosecute its Work with promptness and diligence, and
if Subcontractor fails to cure any such deficiency in its performance within twenty-four (24) hours after written
notice to Subcontractor to do so, then Contractor, in addition to any other remedies it may have, shall be entitled to
do the following: (1) Provide any such labor, materials, supervision, tools, equipment or supplies and deduct the cost
therefrom from any money then due or thereafter to become due to Subcontractor; and (2) Terminate
Subcontractor’s rights in whole or in part under the Subcontract and take over and complete the performance of the
Subcontract or any part of it at the expense of Subcontractor and employ any other person or firm to furnish
Subcontractor’s Work, whereupon Subcontractor shall not be entitled to any further payment until its Work has been
completed. Upon termination, Contractor shall have the right, but not the obligation to assume immediate and sole
ownership of any and all of Subcontractor’s tools, equipment, materials, storage facilities, and all other items present
on the project site, as well as any and all tools, equipment and materials, storage facilities, and all other items
situated at a location other than the project site that were purchased by Subcontractor and paid for by Contractor for
use in connection with and/or incorporation into the Project. Once Subcontractor’s scope of work has been
completed, Subcontractor shall be entitled to the excess, if any, of the unpaid balance under the Subcontract, less the
expenses incurred by Contractor in finishing Subcontractor’s Work. However, if such expenses exceed any unpaid
balance, Subcontractor shall pay the difference to Contractor at the completion of Subcontractor’s Work.
11.4
If Subcontractor cannot supply any of the materials required by the Contract Documents and cannot obtain
approved alternatives, Contractor may provide such materials and the installation of them if required by the
Subcontract at the expense of Subcontractor.
11.5
In the event of any dispute or claim, Subcontractor shall provide written notice thereof to Contractor
pursuant to these general terms and conditions and if applicable, of Subcontractor’s intention to record any liens
regarding Subcontractor’s Work, and shall allow Contractor ten (10) working days from receipt of such notice to
respond and cure prior to the recordation of any lien.
11.6
In the event of any insolvency or bankruptcy of Subcontractor, the principals thereof shall complete
performance of the Subcontract, including payments to lower tier subcontractors and suppliers of Subcontractor and
any other obligations remaining to be performed.
11.7
Subcontractor is responsible for daily clean-up of the areas of its Work. In the event that Contractor
furnishes a trash container, Subcontractor shall dispose of all debris generated by it by placing such debris into the
trash container at the end of each day.
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11.8
Subcontractor is aware of the time limitations of this Project, as specified in Contractor’s construction
schedule. Subcontractor will provide all necessary means to finish its Work within the specified schedule.
ARTICLE 12
TERMINATION
12.1
TERMINATION FOR CONVENIENCE
12.1.1 Contractor may at any time for Contractor’s convenience, and, with or without cause, terminate the
performance of all or any portion of Subcontractor’s Work by giving Subcontractor notice specifying which portion
of its Work is to be terminated and the effective date of such termination. Subcontractor shall continue to diligently
perform any remaining part of its Work that is not terminated and shall take all actions necessary to maintain and
safeguard all materials, equipment, supplies and work in progress affected by the termination.
12.1.2 In the event of any such termination for convenience, Contractor shall pay Subcontractor an amount
equivalent to and no more than the portion of the Subcontract Sum earned by Subcontractor for its Work
satisfactorily performed prior to the effective date of the termination. Furthermore, Subcontractor acknowledges
and agrees that in the event of such termination for convenience, Subcontractor will not be entitled to obtain any
recovery of any of its anticipated profits and/or any other sums that would have been earned in the absence of such
termination.
12.1.3 In the event that Contractor terminates the Subcontract in whole or in part for Subcontractor’s default and a
court of competent jurisdiction later determines that such termination was improper or wrongful, then that portion of
the improper or wrongful termination shall automatically convert into and shall be deemed to be a termination for
convenience pursuant to Section 12.1 hereof.
12.2
TERMINATION FOR CAUSE
12.2.1 If Subcontractor fails to cure any material default by it under the Subcontract within forty-eight (48) hours
after receipt of written notice of such default, Contractor, within its sole and exclusive discretion, shall have the right
but not the obligation to terminate the Subcontract, in its entirety. Said forty-eight (48) hours notice shall be the
only notice required and is not a condition precedent to Contractor's right to terminate the Subcontract if Contractor
reasonably believes that circumstances do not permit the giving of a forty-eight (48) hour written notice to
Subcontractor. Upon such termination, Contractor shall have the right, but not the obligation to take immediate
possession and sole ownership of any and all of Subcontractor’s tools, equipment, materials, goods, storage
facilities, and all other items present on the project site, as well as any and all tools, equipment and materials,
storage facilities, and all other items situated at a location other than the project site that were purchased by
Subcontractor and paid for by Contractor for use in connection with and/or incorporation into the Project. If the
unpaid balance of the Subcontract Sum exceeds the expense of finishing Subcontractor’s Work, such excess shall be
paid to Subcontractor; but if such expense exceeds such unpaid balance, Subcontractor shall pay the difference to
Contractor.
ARTICLE 13
CHOICE OF LAW
CHOICE OF FORUM
13.1
Any dispute arising from or in any way related to the Subcontract between Owner, Contractor and/or
Subcontractor shall be governed exclusively by the laws of the State of California.
13.2
Any legal action arising from or in any way related to the Subcontract involving Owner, Contractor and/or
Subcontractor shall be adjudicated in the Superior Court of the State of California for the County of Orange;
provided, however, that any legal action involving the foreclosure of a mechanics’ lien regarding Subcontractor’s
Work shall be adjudicated in the county where the real property that is the subject of the mechanics’ lien is located,
unless a lien release bond is properly recorded regarding such mechanics’ lien, in which case the legal action shall
be adjudicated in the County of Orange, State of California.
ARTICLE 14
DISPUTES
14.1
Any and all disputes between Contractor and Subcontractor that involve the Owner and/or Architect shall
be governed by the disputes clause contained in the Prime Contract. With respect to disputes solely between
Contractor and Subcontractor, the parties hereto shall have the right to bring a legal action in a state or federal court
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against each other regarding any claim arising out of or related to this Subcontract; provided, however, that as an
express and absolute condition precedent to the right of either party to bring any legal action against the other, the
parties shall first submit any dispute to nonbinding mediation that must be conducted and be completed under such
rules and regulations as the mediator shall specify. During the mediation, the parties shall, at all times, act in good
faith and utilize their best efforts to resolve the dispute that is the subject of the mediation.
14.2
In the event the dispute is not resolved by mediation as provided herein, then and only then a legal action
may be commenced in the same manner and subject to the same conditions, requirements and limitations as if
mediation had not occurred.
14.3
In the mediation each party shall bear its own attorneys' fees, costs and other expenses, except that each
party shall be responsible and pay for one-half of the costs and expenses of the mediator, and, if there is more than
one party, then each party shall be responsible and pay for their pro-rata portion of the costs and expenses of the
mediator.
14.4
In the event that legal action is commenced, the prevailing party shall be entitled to recover all of its costs
incurred in connection therewith including, without limitation, staff time, court costs, attorney’s fees, consultant and
expert fees and any other related expenses. In this regard, in order to make the prevailing party whole, the parties
acknowledge and agree that the prevailing party shall be entitled to recover all of its costs and expenses incurred in
connection with the legal action and in connection with the mediation and shall not be limited to reasonable
attorneys’ fees as defined by any statute, rule of court, or case law.
14.5
This provision requiring mediation as a condition precedent to any legal action shall not preclude any party
from filing a legal action within a period of fourteen (14) days prior to the running of any applicable statute of
limitations, where the failure to file such legal action will result in any loss of rights to that party (e.g. a mechanics’
lien action). However, in the event that a legal action is filed pursuant to this paragraph prior to the completion of
the mediation specified herein, the filing party will use its best efforts to stay that legal action until after completion
of the mediation specified herein.
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ARTICLE 15
MISCELLANEOUS PROVISIONS
15.1
Either prior to the execution of the Subcontract, or during its performance, Contractor may, at any time,
require Subcontractor to provide certified financial statements to Contractor, prepared by a certified public
accountant, attesting to the assets and liabilities of Subcontractor.
15.2
By excusing or waiving any nonperformance of Subcontractor’s obligations under the Subcontract,
including allowing Subcontractor to continue to perform or paying Subcontractor any sums, Contractor in no way
waives its legal remedies against Subcontractor, and reserves the right to enforce any breach or default by
Subcontractor at a later time.
15.3
It shall constitute a material breach of the Subcontract, and grounds for immediate termination of the
Subcontract by Contractor, for Subcontractor to pay or promise to pay, or to give or promise to give, or to accept or
promise to accept any sum of money or tangible thing of value to any employee or agent of Contractor for whatever
reason or purpose.
15.4
No amendment, change or modification of the Subcontract shall be valid, unless in writing and signed by
all of the parties hereto.
15.5
This Subcontract constitutes the entire understanding and agreement of the parties with respect to its
subject matter and any and all prior agreements, understanding or representations with respect to its subject matter
are hereby terminated and canceled in their entirety and are of no further force or effect.
15.6
This Subcontract is the result of negotiations between the parties hereto who have each negotiated and
reviewed its terms. No party shall be deemed to be the drafter for purposes of interpreting any ambiguity or
uncertainty in this Subcontract against that party.
Articles 1 through 15 inclusive of these general terms and conditions are accepted without change and entered into as of the day
and year first written below.
R.D. OLSON CONSTRUCTION, INC.
Type or Print Subcontractor’s Company Name
By Joseph G. Cervantes, Executive Vice President
Type or Print Signer’s Name and Title
Signature
Subcontractor’s Signature
Date
Date
2955 Main Street, Third Floor, Irvine, CA
Telephone Number: (949) 474-2001
92614
Street Address
City/ State/ Zip Code
Telephone Number / Fax Number
Email
State Contractors License Number
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