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Date ____________

Subcontractor Agreement

This SUBCONTRACTOR AGREEMENT is made and entered into between


___________________________________ and
_______________________________________________ hereinafter referred to as
“CONTRACTOR” AND _______________________________ hereinafter referred to as
“SUBCONTRACTOR” and hereby provides as follows:

Subcontractor has agreed to the terms and provisions as set forth herein, and
executes this Subcontractor Agreement with Contractor for the construction of the
following construction project owned by ____________________ herein sometimes
referred to as “Owner.”

Each of the parties acknowledges and agrees that the Subcontractor’s performance
under the Subcontractor Agreement shall in be in accordance with and shall include the
terms and provisions of all Plans, Drawings, Specification, Contract Documents and all
Addendums which are provided herewith and/or listed herein below, and which by this
reference are fully made a part of this Subcontractor Agreement as if attached hereto and
repeated herein. For purposes hereof, the Contract Documents shall mean and include
the following:

Contract Documents

1. Price Addendum(s) 3. Addendum “A” (General Work Specifications)


2. Billing Package 4. Addendum “B” (Scope of Work)

Subcontractor hereby covenants and agrees to abide by all of the terms and
conditions set forth in this Subcontractor Agreement, and as indicated in the Contract
Documents including all Plans, Specifications and Addendums which are referred to and
incorporated herein, all which are deemed to be material terms, covenants and
agreements of this Subcontractor Agreement.

1. INDEPENDENT INVESTIGATION BY SUBCONTRACTOR.

Subcontractor has satisfied itself by its own investigation and research, regarding
all the conditions affecting the work to be done and materials to be furnished ,and as to
the meaning and intention of the Plans and Specifications and the general conditions
thereof, referred to herein, and basing its conclusion to execute this Subcontract on such
investigation, independent of any information prepared or furnished by Contractor, agrees
to furnish certain completed work, herein described, as part of said project. No estimate

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or bid of Subcontractor preceding this Subcontract, and no verbal agreement or
conversation with any representative of Owner of Contractor, either before or after the
execution of this Subcontract, shall affect or modify any of the terms or obligations
contained herein. All provisions of the above-mentioned Contract Documents,
Specifications, Addenda and Drawings which are applicable to this Subcontract or which
in any way affect the work herein described, shall have the same effect as if written in
full in this Subcontract Agreement.

2. SCOPE OF WORK COVERED.

Subcontractor agrees to furnish all labor, material, supplies, equipment, devices,


machinery, tools, and other facilities of every kind and description required for the
prompt and efficient execution and completion of the work described herein and to
perform all work necessary to complete the following to the full satisfaction of
Contractor: Per Scope of Work
(Addendum“B”)__________________________________________________________
_______________________________________________________________________
_
The term of this Subcontractor Agreement and Subcontractor’s obligation to perform
hereunder shall continue from the date hereof until such time as all of the foregoing work
in the subject Subdivision/Project is completed, or until such time as this Subcontractor
Agreement is terminated, or as otherwise provided for in the applicable Price Addendum
attached hereto.

3. CONSIDERATION.

Said project shall be completed in strict accordance with the above-mentioned


Contract Documents, including all Plans, Specifications and Drawings, as may be
changed or modified from time to time, and in such amounts and
quantities of units as specified in the Price Addendum(s). It is specifically
agreed by the parties that the compensation to be paid by Contractor to Subcontractor
shall be only for completed work and installed material specified to be performed in
Purchase Orders issued from me to time under this Subcontractor. Following
the issuance of a Purchase Order to Subcontractor, Contractor shall not
be limited to issuance of any Notification to commence work under this
Subcontract during the effective date of a Price Addendum. The
parties specifically agree and intend that the compensation to be paid
to Subcontractor shall be governed by the applicable Price Addendum
effective on the date of issuance of the Purchase Order(s), note the
date when Subcontractor actually commences the work or provides
materials.

4. PAYMENT SCHEDULE AND RELEASES.

Provided that Contractor receives payment from Owner, Contractor agrees to pay
Subcontractor in accordance with the Contractor’s payment criteria, schedule and Vendor

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Billing Procedure, all of which are provided to Subcontractor as an Addendum hereto,
and which are incorporated within and made a material part of this Subcontractor
Agreement. Subcontractor further acknowledges and agrees that Contractor’s receipt of
payment from the Owner is a specific condition precedent to the Contractor’s obligation
to pay the Subcontractor and the Subcontractor’s right to receive payment from the
Contractor. Subcontractor further acknowledges and agrees that Contractor has the right
to make reasonable modifications to the Contractor’s payment criteria, schedule and
Vendor Billing Procedures which exist on the date of this Subcontractor Agreement and
which may be modified thereafter by Contractor. Subcontractor acknowledges and
agrees that its full and timely compliance with the foregoing payment criteria, the
Contractor’s schedule and Vendor Billing Procedure each constitutes a separate condition
precedent to the Contractor’s obligation to pay Subcontractor.

Subcontractor acknowledges the importance of Subcontractor’s timely


compliance with and completion of the requirements of the Vendor Payment Procedure
policy, including the prompt and timely submission of all Purchase Order Payment
documents and Variance Purchase Order Payment documents to Contractor’s office no
later than ninety (90) days after close of escrow and transfer of title of
the residence and property to a third party Buyer from Contractor to
Owner. The Subcontractor further acknowledges and agrees that its
failure to timely complete the Vendor Payment Procedure Policy and its
failure to timely submit all required documentation to Contractor for
payment causes delay, costs, and additional administrative expenses
to Contractor, which delay, costs and additional administrative
expenses are acknowledged to for such delay by Subcontractor,
Subcontractor further agrees and acknowledges that said delay,
associated costs and administrative expenses may be incapable of
precise calculation, but notwithstanding that fact, the delay, costs and
administrative expenses are significant. Accordingly, Subcontractor
agrees that in the event that the prompt and timely submission of all
Purchase Order Payment documents and Variance Purchase Order
Payment documents are not made on or before ninety (90) days after
close of escrow and transfer of title as referred to above, then
Contractor may, in its sole and absolute discretion, refuse to make
payment of the full amount which is not timely submitted for payment
to Contractor by the Subcontractor.

____________________________
Subcontractor’s Initials

At all times during the term of this Subcontractor Agreement,


Subcontractor shall maintain and provide to Contractor a complete and
up to date list of the full names, addresses and telephone numbers of
all material suppliers, and/or materialmen, who provide or with whom

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Subcontractor has contracted or hired to provide materials for the work
to be performed in accordance with this Subcontractor Agreement.

Subcontractor further agrees to furnish Contractor such receipts,


vouchers, releases of claims of all laborers and materialmen and any
other releases for the performance of work or furnishing material
pursuant to this Subcontract, all of which shall be in a form satisfactory
to Owner and Contractor. It is further agreed that Contractor shall not
be required to make payment hereunder unless and until such releases
are furnished to Contractor. Payment of any amount by Contractor to
Subcontractor shall not be construed as evidence of acceptance of any
part of Subcontractor’s work hereunder.

Contractor shall not be required to pay and shall not be liable for
payment to Subcontractor if Contractor has not received payment from
Owner.

Contractor reserves the right, and Subcontractor agrees, that the


Contractor at any time and from time to time shall have the right to
pay directly for any material, equipment, or other services supplied to
the Project as part of this Subcontractor Agreement by check (a “joint
check”) to the order of (i) the Subcontractor, and (ii) any and all
suppliers of material, equipment, or other services to the Project, and
(iii) any and all other Subcontractors if determined to be appropriate
by Contractor, Subcontractor acknowledges and agrees that the
issuance of joint checks by Contractor shall not be deemed or
construed as creating (i) privity of contract by and between the
Contractor and any supplier (ii) a relation of guarantor and/or surety
between Contractor and supplier; or (iii) any other obligation or liability
to the supplier or any other subcontractor from the Contractor other
than as maker of the joint check. Contractor reserves the right to
place a restrictive endorsement on any joint check reflecting any or all
of the foregoing provisions. Notwithstanding the foregoing, nothing set
forth herein shall obligate the Contractor to issue joint checks. This
provision is solely intended to benefit and protect the Contractor, and
nothing herein is intended to create a right to payment by any material
supplier, materialmen or Subcontractor other than Subcontractor
entering into this Agreement.

5. TAXES.

The Contract price stated herein and in any Price Addendum


includes any amount that the Subcontractor is obligated to pay for any
and all taxes and/or fees in accordance with Federal, State, County,
City and any municipal authority or amendements there to, or any law
which now exists or which may hereafter adopted by Federal, State,

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County, City and municipal authority which taxes and/or fees the
materials, labor, services required, or labor furnished hereunder, and
for any other tax levied by any reason of the work or materials to be
performed hereunder.

6. CONTRACTOR.

Where the word “Contractor” appears in the Contract


Documents, Specifications and Drawings in connection with the work to
be performed under this Subcontract, it is agreed that the party
referred to is the General Contractor.

7. CONTRACTOR’S RIGHT TO TERMINATE.

In addition to all rights of Contractor to terminate the


Agreeement pursuant to Utah law, this Subcontractor Agreement shall
be capable of termination by Contractor upon Contractor giving (10)
days’ written notice to Subcontractor at the sole discretion of the
Contractor, in the event that the Contractor shall be replaced or
terminated as manager of Owner or if Contractor’s Agreement with
Owner is terminated, or if for any reason the Contractor shall be unable
or unwilling to undertake further construction of said project, all which
shall be within the sole and absolute discretion of Contractor.

8. CANCELLATION.

Contractor has the right to make the determination at its sole


discretion to cancel or terminate this Subcontractor Agreement at any
time during the term, hereof upon Contractor giving ten (10) days
written notice to Subcontractor. The foregoing right to cancel or
terminate this Subcontract Agreement shall include the right to issue
and Order requiring the immediate cessation of work contemplated or
describe hereunder. Should the Contractor elect to cancel or terminate
this Subcontractor, or any part of portion thereof, or to order cessation
of work hereunder, then the Contractor hereby agrees to pay
Subcontractor, and Subcontractor agrees to accept, a pro-rated
amount for the work done under this Subcontract by the
Subcontractor, and further agrees that payment of such sums shall be
in full and final settlement of all claims hereunder Contractor’s
determination to elect to cancel or terminate this Subcontractor
Agreement may be without cause and shall be final.

9. INTERRUPTION OF WORK

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If, as a result of fire, earthquake, Act of God, war, strikes, labor,
dispute, picketing boycott, lockouts, reasonable adjustments in the
work schedules, or any other causes beyond the control of Owner of
Contractor, and either Owner of Contractor shall consider it inadvisable
to proceed with the work hereunder, then Subcontractor shall upon
receipt of written notice thereof from Contractor immediately
discontinue any other work hereunder until such time as Contractor
may deem it advisable to resume said work. Subcontractor shall
resume the work hereunder following the giving of (10) days written
notice from Contractor to resume the work, and Subcontractor shall
not be entitled to any damage or compensation on account of the
cessation of work, for any delay, or for any lost profit or business
opportunity as a result of any of the aforesaid causes.

10. EXTRAS.

It is understood and agreed by Subcontractor that all labor and


materials to be furnished by the Subcontractor hereunder in order to
provide the completed work contemplated herein, shall be deemed to
be included within the contract price stated herein, notwithstanding
the fact that the amount of labor and materials required to complete
performance are not specifically called out in this Subcontractor
Agreement, or the Plans or Specifications and the Contract documents.
All labor and materials necessary to perform the completed work called
for hereunder, shall be deemed to be included within the scope of
labor and materials required for complete performance hereof, except
with the respect to one singular exception thereto, and none other, to
wit: that any additional labor and/or materials may be specifically
authorized by Contractor, only in a writing executed by the Contractor,
along with a definite statement in said written and executed
authorization that said labor and/or materials shall be deemed to be an
“EXTRA”, and shall be paid for in addition to the contract price at a
sum specified in said authorization. For purposes of obtaining the
foregoing written and executed authorization with respect to any
“EXTRA” Subcontractor agrees that it may obtain proper written and
executed authorization only from one of the persons specified herein
as follows:
______________________________________________________________. For so
long as the Subcontractor is obligated to perform under the terms of
this Subcontractor Agreement, Contractor may at any time order
deviations, additions, extras or changes, and the parties hereto
acknowledge and agree that Contractor’s action in such regard shall
not end this Subcontractor Agreement, nor shall it permit
Subcontractor to terminate this Agreement. Subcontractor
acknowledges and agrees that it shall be obligated hereunder to make
such deviations, additions, or changes as ordered by the Contractor

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and that Subcontractor shall be paid the value thereof as agreed upon
in any written and executed authorization or change order between the
Subcontractor and Contractor.

11. CHANGES

Subcontractor acknowledges and agrees that it is


Subcontractor’s responsibility to obtain all current sets of house plans,
changes thereto, plot plans, architectural bulletins current
plan/sequence information, Buyers’ Option Master List (B.O.M.L.) and
specifications approved for construction prior to ordering materials and
commencing the work called for hereunder.

Subcontractor shall make no changes and shall be responsible


for any deviation from the Plans and/or Specifications that he may
make, and Subcontractor is required, to cause any work to conform
strictly to the Plans and/or Specifications unless a written authorization
of Contractor addressed to Subcontractor shall be given, setting forth
in detail what changes shall be made.

12. TIME IS OF THE ESSENCE.

Time is of the essence of this Subcontract. Subcontractor agrees


to prepare to commence the work and shall order or obtain materials
contemplated under this Subcontractor Agreement only to the extent
and only as specified by Contractor upon the issuance and delivery by
Contractor to Subcontractor of Purchase Orders. Subcontractors
acknowledges and agrees that Contractor may issue Purchase orders
for all of any portion of the work contemplated herein, in the sequence
as called for and determined by Contractor in its sole discretion. Upon
the issuance of such Purchase Orders, Subcontractor shall become fully
prepared to commence work and shall thereafter commence work in
accordance with instructions and upon receipt by Subcontractor of a
Notification to Commence Work as specified in paragraph 16 therein
below, and Subcontractor shall after receiving notification to
commence work, thereafter proceed continuously and with reasonable
diligence in strict accordance with Contractor’s time schedule and with
any reasonable charge to said time schedule which may be made by
Owner, Architect or Contractor. For purposes hereof, the
Subcontractor specifically acknowledges and agrees that the
Contractor’s “time schedule” constitutes Contractor’s written or verbal
communication to Subcontractor and its superintendents, foreman and
employees. Subcontractor shall cooperate in the performance of the
work contemplated hereunder with Contractor and other
Subcontractor’s and shall not interfere with the work of Contractor or
other Subcontractor’s. Subcontractor shall provide, at its expense,

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such additional shifts and/or overtime as Contractor may require in the
event Contractor deems additional shifts and/or overtime necessary to
meet the time schedule. Subcontractor specifically acknowledges and
agrees that Contractor may require the Subcontractor to have more
than one crew available to perform the work contemplated hereunder
during the effective period of this Subcontractor Agreement, and
Subcontractor shall perform in accordance with all reasonable
demands from Contractor to increase the Subcontractor’s personnel
and crews. Subcontractor agrees that it shall not purchase any
materials or incur any labor costs or any other costs, expenses or
consequential damages claimed or incurred by Subcontractor unless
and until a Purchase Order to Subcontractor at its place of business or
by Subcontractor picking up and singing a receipt for the Purchase
Order(s) at Contractor’s place of business. For purposes of this
Agreement, mailing of the Purchase Orders to Subcontractor shall be at
the following address:

_____________________________
(name)

_____________________________
(address)

Subcontractor shall have the right to refuse to perform in accordance


with issued Purchase Orders by Contractor. Any such refusal is hereby
acknowledged and agreed to constitute a material default by
Subcontractor shall construct the work continuously and diligently
thereafter in strict accordance with the Contractor’s time schedule and
any reasonable modification of said time schedule by order of
Contractor. Under all circumstances the Subcontractor shall progress
and coordinate the work in accordance with the direction and order of,
Contractor, and shall further cooperate so as to enable the Contractor
to obtain the prompt and efficient completion of the general contract.
Subcontractor shall cooperate with all related work under this
Subcontract and in no manner shall interfere with the work or
Contractor or any other Subcontractors. Subcontractor shall provide at
its own expense such additional labor, including overtime, as
Contractor may require or deem necessary in order to meet the
construction time schedule. Subcontractor agrees to perform and
complete the work specified herein within no more than a total of the
following specified number or working days from
_______________________________________________. The commencement
date specified in the Notice to Subcontractor to Commence Work, and
in accordance with the following schedule.

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Notwithstanding the foregoing, Subcontractor also acknowledges
and agrees that Subcontractor shall be obligated hereunder to perform
and complete the work specified herein in accordance with
Contractor’s accelerated schedule for model homes, if any, as may be
attached hereto and made a part hereof , upon written request by
Contractor to Subcontractor to proceed with the work specified herein
in accordance with the foregoing accelerated schedule.

The parties hereto acknowledge and agree that in the event the
Subcontractor fails to complete the work or deliver its material in
accordance with this Subcontractor Agreement within the agreed upon
time, then the Contractor will sustain damage and loss for each and
every day of such delay beyond the time for completion of the work or
delivery of the material as defined and agreed upon by the parties in
this Subcontractor Agreement. The parties further acknowledge and
agree, that in the event this Subcontractor fails to perform and
complete the work or deliver the material within the agreed upon time
as specified in the Subcontractor Agreement, and in view of this
difficulty of estimating the damages incurred by the Contractor, then
the parties hereto agree that the Subcontractor shall pay to
Contractor, for each and every calendar day of such delay beyond the
time specified for completion of the work or the delivery of the material
as defined herein, the sum of $500.00 per day, per home, which sum is
hereby agreed upon by the parties to constitute a reasonable amount
of damages incurred by the Contractor for such delay, and which
damages are hereby fixed are determined by the parties to constitute
liquidated damages and a reasonable estimation of the damages
suffered by the Contractor by reason of the delay of the Subcontractor.
The foregoing shall not be considered to be a penalty or punishment
for delay, nor shall it be considered to constitute security for the
purpose of securing timely performance by the Subcontractor.

17. FAILURE TO PERFORM.

Upon notification from Contractor that Subcontractor’s


performance hereunder is in any respect unsatisfactory or deficient,
Subcontractor shall promptly furnish materials and the labor necessary
to complete the work and rectify the unsatisfactory condition or the
deficient condition as the case may be, within forty-eight (48) hours of
notification from Contractor. For purposes hereof, Subcontractor
acknowledges and agrees that Contractor shall be entitled to provide
notice to Subcontractor in any manner set forth in Paragraph 32
hereof. In the event that Subcontractor does not complete the work
and/or rectify the unsatisfactory condition or the deficient condition as
the case may be, or in the event Subcontractor does provide materials

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necessary to correct and rectify the defect or deficiency within forty-
eight (48) hours after notice to Subcontractor, Subcontractor hereby
authorizes Contractor, for purposes of completing this Subcontract, to
terminate this Subcontractor Agreement and eject the Subcontractor,
and to take possession of all materials, appliances, tools and
equipment on the job site, as well as all materials in the course of
preparation and in the course of construction, wheresoever located,
and to go into the open market and secure materials and employ
personnel necessary to complete said work at the expense of
Subcontractor. The parties hereto agree that Contractor shall have the
right, in its sole discretion, to choose the entity and persons to replace
the Subcontractor, and Contractor’s determination and decision in that
regard shall be final and conclusive between the parties.
18. GUARANTEE AND WARRANTY.

Subcontractor hereby guarantees, covenants and warrants to


Owner and Contractor that there are not and will not be any defects in
materials or workmanship furnished pursuant to this Subcontractor
Agreement. This express guarantee and Warranty shall extend to each
house, resident or project which is the subject matter of this
Subcontractor Agreement. The Guarantee and Warranty for each
house/residence, included in the subject matter of the Subcontractor
Agreement, shall commence as of the later of close of escrow of the
date of Contractor’s new homeOrientation for owners of the
house/residence. Subcontractor specifically acknowledges and agrees
that the express Guarantee and Warranty given hereunder shall
include all claims made by any owners of the residences and the
respective Homeowner’s Associations. Subcontractor fully
acknowledges and agrees that it shall participate and cooperate in any
and all claims and pre-suit processes to resolve disputes or claims with
respect to defective/deficient construction.

Expect in cases of emergency, upon providing notification by the


Contractor to Subcontractor, Subcontractor shall proceed with due
diligence and dispatch at its own cost and expense to replace any
defective material or perform any labor necessary to correct any
defect in the work or materials as indicated in the notification to
Subcontractor. Subcontractor shall correct such defective work and/or
complete said work at its cost, within forty-eight (48) hours from
notification from Contractor. In the event of any emergency, which
may be determined to exist by Contractor within its sole discretion,
Subcontractor shall immediately, at its own cost and expense, replace
any defective material or perform any labor or work necessary to
correct any defect in the work or materials which causes such
emergency. Contractor’s determination of the existence of an
emergency situation shall be final and conclusive. In the event that

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the Subcontractor fails to correct any defective work and/or provide
such materials in order to complete or remedy such deficiency within
the time periods indicated hereinabove, the Contractor may, in
addition to all other remedies set forth in the Subcontractor Agreement
and as provided for by law, have the defective and/or incomplete work
or materials replaced, corrected and/or incomplete work or materials
replaced, corrected and/or completed and may, at the Subcontractor’s
expense, furnish such materials or labor as are necessary to rectify the
deficiency or defect, including the right to obtain a substitute
subcontractor to provide such materials and/or labor at
Subcontractor’s cost.

Subcontractor hereby acknowledges the importance of


Subcontractor timely completion and performing its obligations as set
forth in this Subcontractor Agreement, including but not limited to
Subcontractor’s obligation to promptly and diligently replace any
defective material or perform any labor necessary to correct any
defect in the work or materials within forty-eight (48) hours from the
time of notification from Contractor. Failure to timely complete the
work or to provide materials to correct any defect in the work or
materials causes delay and additional administrative efforts and time
to be incurred by Contractor, which delay and costs are acknowledged
to exist by Subcontractor. Accordingly, in the event that the
Subcontractor fails to timely perform any work or provide materials to
correct any defect in the work or materials as indicated, in addition to
all other rights and remedies of the Contractor as set forth herein and
as may be provided for by law, Contractor reserves the right to impose
a $250.00 Administrative Charge for Subcontractor’s failure to appear
for any appointment which requires Subcontractor to correct such
defective work or provide materials to effect correction of any defect in
the work or materials. It is expressly agreed that the foregoing late
charge for failure to keep or be present for any appointment is in
addition to and not a substitute for the backcharges which Contractor
has the right to charge as set forth in paragraph 31 herein below.

19. CLEANUP AND STORAGE.

Subcontractor shall protect his own work and be responsible


under all circumstances for the condition therefore until final
acceptance of the entire project, and to protect adjacent property from
injury arising out of his work, and to repair or replace any such damage
or injury.

The following will apply to protection of project:

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A. Materials in or stored for the work shall at all times be
protected or housed with particular care being taken to
protect all finished parts.

B. Subcontractor shall take adequate precautions to avoid


damage, theft or other loss to Contractor and the
premises and to the work of other trades. Any work
which is damaged through negligence of Subcontractor
shall be replaced at the expense of Subcontractor.

C. No paint storage, toxic chemicals or flammable


materials are to be stored on the job site.

D. All discovered damage must be reported in writing to


the superintendent prior to additional work being
performed by Subcontractor. This reporting shall help
prevent you from being held responsible for damage
caused by others.

E. All protective coverings on materials shall remain in


place until final cleaning before occupancy, if possible.

F. Subcontractor shall bear the risk and be responsible for


the theft of all material, tools and equipment.

G. The Subcontractor shall see to it that no service lines of


any nature shall be out, disconnected or disturbed
without permission from the authority having
jurisdiction. Prior to any digging or trenching, it shall be
the Subcontractor’s responsibility to contact the
underground location service, obtain details of phone
number and individual(s) to contact. Subcontractor
shall be responsible for the costs of any service lines or
utilities which are interfered with, cut, disconnected or
disturbed.

21. INSURANCE AND INDEMNITY.

Subcontractor shall fully and completely indemnify and


save Owner and Contractor harmless against all claims for
damages to persons or to property which are in any way
connected with work performed under the Subcontractor
Agreement, at Subcontractor’s sole cost and expense. Without
limiting the generality of the foregoing, except to the extent that
a claim arises out of the sole negligence or willful misconduct of
Contractor or Owner, the foregoing obligation to indemnify and

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hold harmless includes the duty to defend and indemnify Owner
and Contractor for any and all claims which are or may in any
way be connected with work, labor or materials performed or
provided pursuant to the Subcontractor Agreement. In addition
to the foregoing, Subcontractor shall procure and maintain,
during the entire progress of the work, full an unlimited
Workmen’s Compensation and Employer’s Liability Insurance.

Subcontractor shall also obtain and maintain public general


Liability insurance coverage, including course of construction
insurance covering claims and liability for personal injury and
property damage, in coverage limits which shall not be less than
$1,000,000 per occurrence, and $2,000,000 general aggregate,
which shall provide coverage for completed operations, products
liability, and contractual liability. In addition to the foregoing,
Subcontractor shall be named as an additional insured with
respect to the foregoing coverage. The Subcontractor’s
insurance carrier shall be required to be “A-” rated, or better.
The insurance coverage must be of sufficient duration to cover
liability related to any manifestation date or claim within the
applicable statutes of limitations and/or statutes of repose.
Subcontractor shall annually provide Contractor with a new and
replacement Certificate of Insurance. Additionally, Subcontractor
shall obtain and provide to Contractor, an additional insured
endorsement, naming Contractor as an additional insured. All of
the foregoing policies and endorsements shall provide that the
insurance shall not be cancelled or reduced in coverage until
thirty (30) days following written notice shall have been given to
Contractor of such attempt at cancellation or reduction in
coverage.

22. USE OF CONTRACTOR’S EQUIPMENT.

The use of any of Contractor’s equipment, rigging


blocking, hoist, or scaffolding by Subcontractor, given, loaned, or
rented to Subcontractor by Contractor shall be with the distinct
understanding and agreement that Subcontractor used said
equipment, rigging, blocking, hoist, or scaffolding at his own risk,
and takes the same “AS IS” and after Subcontractor has satisfied
himself by examination as to the condition thereof, and
Subcontractor does hereby assume all responsibility for and hold
Contractor harmless from any claims or damages whatsoever
resulting from the use of same, whether such damage or injuries
result to his own employees or property, or to the employees or
property of others. Nothing set forth herein, however, shall be
construed to obligate the Contractor to provide any equipment,

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rigging, blocking, tools, scaffolding or any other materials to
facilitate the work which Subcontractor is obligated to perform
hereunder.

23. COMPETENT EMPLOYEES.

Subcontractor shall employ only competent, careful,


orderly person upon their work and upon notification by
Contractor that the conduct of any person employed b
Subcontractor is unsatisfactory, immediately to remove such
person from the work. All workmanship shall exceed accepted
standards of the industry, and shall be of the best quality.

24. PERMITS, LAWS.

Unless stipulated otherwise in any addendum,


Subcontractor shall obtain at his expense all permits and
licenses, to comply with all laws, rules, regulations, orders and
requirements of the City, County, State and Federal governments
and of any Board of Commission or other duty qualified body
having jurisdiction, which shall or might affect or apply to the
work. Subcontractor’s shall maintain its contractor’s license with
the state of Utah as required by all statutes and regulations
imposed by the Utah State Department of Commerce, Division of
Occupational and Professional Licensing, if applicable. In the
event that Subcontractor’s license is suspended or revoked,
Subcontractor shall provide immediate written notification
thereof to Contractor.

25. ASSIGNMENT.

Subcontractor shall not assign or sublet any portion of the


Subcontract, or any payments which may be claimed due
hereunder, without first obtaining the prior and express written
permission from Contractor. Notwithstanding the foregoing, and
without limiting the foregoing prohibition against assignment or
subletting, any assignment, transfer, or pledge of this
Subcontract or any amounts claimed due thereunder, shall be
subject to all provisions and convenants of the Subcontract.

26. LEINS, ETC.

Subcontractor shall pay, when due, all claims for labor


and/or materials and/or lower tiered subcontracts applied on/in
or furnished hereunder, and shall take all steps necessary to
prevent the filing of any lien of mechanics or materialmen, or the

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filing or service of attachments, garnishments, or suits involving
the property, improvements or this of the property upon which
the improvements are erected or installed. Subcontractor
further agrees within forty-eight (48) hours after written demand
is addressed to it at the address herein contained, by United
States mail, to cause and effect any lawsuit to be dismissed and
lien to be removed and expunged from the premises, and in the
event Subcontractor shall fail to do so, Contractor is authorized
to use whatever means it may deem appropriate to cause said
lien, attachment, or suit, together with its effect upon the title, to
be removed, discharged, satisfied, compromised or dismissed,
and the costs thereof, together with reasonable attorney’s fees,
shall become immediately due Contractor. Contractor shall be
specifically authorized to withhold from payment to
Subcontractor, such amounts which in Contractor’s discretion it
deems appropriate to protect Contractor and Owner from any
lien or suit, including but not limited to, defense costs thereof
and the cost to obtain and satisfy any bond which may be
obtained for the release of said lien or suit.

27. ATTORNEY’S FEES.

In any action, proceeding, or arbitration brought by


Contractor or Owner to enforce the performance of this
Subcontractor Agreement, Contractor and Owner shall be
entitled to recover its/their actual attorney’s fees and costs of
any action, proceeding or arbitration. This provision shall also be
applicable to and enforceable again. Subcontractor in the event
that the Subcontractor is joined in any action, suit or arbitration
pertaining in any manner to the Subcontractor’s performance
hereunder.

In addition to the provisions of paragraph 8 herein above,


in the event Subcontractor commits any act of insolvency or
bankruptcy, this Subcontract may be terminated at the option of
Contractor. Authority is hereby granted to any financial
institution, materialman, or individual to disclose Subcontractor’s
financial status, credit and manner c meeting its obligations.

28. CLAIMS FOR DELAY OR DAMAGES.

Any provisions in this Agreement to the contrary


notwithstanding, the Contractor shall not be liable to the
Subcontractor for damaged for any delays caused by the
Contractor, by the Owner, by other suppliers or Subcontractors
employed on the project, or for any other cause whatsoever.

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29. HEIRS AND ASSIGNS.

This Subcontract shall inure to the benefit of, and be


binding upon, the heirs, executors, administrators, and
successors of the respective parties hereto, and the assigns of
Contractor, if any.

30. BACKCHARGES.

If Contractor incurs or sustains damages for the failure of


Subcontractor to perform in accordance with this Subcontractor
Agreement, Contractor shall also be entitled to charge an
additional twenty-five percent (25%) of such damages for
administrative and supervisory costs for handling matters related
to Subcontractor’s breach.

31. NOTICE.

Any notification which is required to be provided hereunder


may be provided by either of the parties and shall be deemed
sufficient by service of said notice in any manner as hereinafter
set forth:

(a) Personal service at the business address of the


parties hereto; or
(b) Deposit of said written notice into the United
States mail, postage prepaid, to the business
address of the parties; or
(c) Telefaxed written notice to the Contractor or
Subcontractor at its business telefax number,
with confirmation thereof; or
(d) Verbal or telephonic notice.

32. DEFAULT AND TERMINATION.

In addition to the provisions of Paragraph 8 hereinabove,


should the Subcontractor fail to comply with any term hereof, or
any obligation and covenant on its part to be performed under
this Subcontract, or if Subcontractor fails, neglects or refuses to
perform the work as, and/or when called for by the Contractor,
then the Contractor shall have the right, after giving notice of
such failure, deficiency or non-compliance by the Contractor to
the Subcontractor as provided for in the immediately, preceding
paragraph, to terminate this Subcontractor agreement effective
forty-eight (48) hours following the giving of notice to

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Subcontractor. Contractor shall thereafter be free to award the
work which is the subject matter of the Subcontract to another
Subcontractor, and the Contractor shall thereupon be relieved of
any further obligation to the Subcontractor herein. Nothing
contained in this Subcontractor Agreement or any amendment,
supplement or addition hereto, including the cancellation or
termination of this Contract under the provision hereof shall in
any way relieve the Subcontractor from its responsibility and
liability for all consequential damages incurred by Contractor by
reason of said default and breach, and the responsibility for
complying with the Subcontractor’s continuing warranties and
guarantee as provided for hereinabove. Said warranties and
guarantee shall survive the expiration or termination of the
Contract.

33. NON-DISCRIMINATION IN EMPLOYMENT.

During the terms of this subcontract, neither subcontractor


nor any of it’s affiliates, employees or agents shall unlawfully
discriminate against any employee of applicant for employment
because of race, color, creed, age, religion, physical, or mental
disability, medical condition, sex, sexual orientation, marital or
family status, military service status, citizenship, ancestry, or
national origin, or on the basis of any other discriminatory and
prohibited classification. Subcontractor and its affiliates,
employees and agents shall assure that the evaluation and
treatment of their employees and applicants for employment are
free of such discrimination.

34. ARBITRATION EXCLUSIVE REMEDY.

In the event of a dispute between the parties, or a claim by


one of both of the parties which relates to this Subcontractor
Agreement, or the covenants, terms and performance
hereunder, each of the parties hereto agrees to submit such
dispute and their respective claims to binding Arbitration.
Arbitration shall be deemed to be the exclusive remedy to be
utilized by the parties to this Agreement.

Arbitration of any dispute or claim which arises under this


Agreement may be instituted by any party hereto by serving the
other party with written notice of its desire to arbitrate the
dispute. Said written notice shall specify with particularity the
nature of the dispute and the claims being made by the party
demanding arbitration. Within thirty (30) days following the date
of service of said written notification/demand to institute

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arbitration, the other party shall signify its acknowledgment of
the request/demand to arbitrate, and the parties shall thereafter
select an arbitrator for purposes of hearing the dispute. In the
event that any party fails to signify its acknowledgment and
agreement to arbitrate, or in the event said party refuses to
arbitrate, then this Agreement to arbitrate may be specifically
enforced by any Court of competent jurisdiction in accordance
with the provisions of the Utah Code.

This Subcontractor Agreement and all of the terms, provisions,


and addendums thereto shall be construed under the laws of the
State of Utah.

IN WITNESS WHEREOF, the parties have executed this


Agreement the day and year written below.

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