HW6 Standard Terms and Conditions

Design-Build Subcontract Agreement Overview

1. Contract Documents

• Contract Documents are available for Subcontractor's examination.

• In case of conflict, the Agreement governs over other Contract Documents.

• Subcontractor is bound to Mortenson under the Agreement concerning all aspects of Work.

• Subcontractor must thoroughly examine the Contract Documents and site conditions before entering the Agreement.

2. Scope of Work

• Subcontractor is responsible for all Work outlined in the Agreement and must perform it satisfactorily.

3. Subcontract Price

• Mortenson will pay the agreed fixed Subcontract Price to Subcontractor for satisfactory performance.

• Changes to this price are allowed only as per provisions in the Agreement.

4. Taxes and Contributions

• Subcontractor is liable for all taxes related to the Work including payroll, sales, and other applicable taxes.

5. Laws and Permits

• Subcontractor is not required to obtain the primary building permit unless specified.

• All other required permits, licenses, and fees for the Work are Subcontractor's responsibility.

• Work must comply with applicable laws, codes, regulations, and requirements.

6. Time of Completion

6.1 Timely Work Initiation

• Work begins after notification from Mortenson or when the Project is ready.

6.2 Schedule Compliance

• Work must be completed according to the construction schedule provided by Mortenson.

6.3 Delays

• If delays are due to causes beyond the Subcontractor's control, extensions may be granted subject to prior written claims.

7. Payments

7.1 Payment Conditions

• No payments are made until Mortenson receives a fully executed Agreement and necessary insurance and bonds.

7.2 Schedule of Values

• Subcontractor must submit a schedule of values before the first payment application.

• This schedule serves as a basis for payment calculations.

7.3 Monthly Payment Applications

• Applications for payment are due on the 25th of each month, calculated based on work performed with specific deductions for retainage.

• Supporting documentation must be provided for verification of work and quantities.

7.4 Timely Payments

• Monthly progress payments will be made within seven days of Mortenson receiving payment from the Owner, considering no defaults by Subcontractor.

7.5 Title of Work

• Subcontractor guarantees that title to all work and materials will pass to the Owner upon payment.

7.6 Final Payment

• Final payments occur after Work completion and acceptance, contingent upon no outstanding claims or liens.

8. Prosecution of Work

8.1 Efficient Work Practices

• Subcontractor must perform Work diligently and without delays, enabling the general progress of the project.

8.2 Damage Responsibilities

• Subcontractor is liable for any damages resulting from delays caused by their actions.

8.3 Material Orders

• Timely orders are required to prevent delays, with documentation submitted as necessary.

8.4 Access to Site

• Mortenson controls access and delivery timing at the site.

8.5 Cleanup Requirements

• Cleanup must occur daily; failure may result in Mortenson hiring a third party at Subcontractor's expense.

8.6 Protection of Work

• Subcontractor is responsible for protecting materials and equipment during the project.

8.7 As-Built Drawings

• As-built conditions must be recorded weekly if required.

8.8 Layout and Control Points

• Subcontractor handles layout and control after initial points set by Mortenson, maintaining accuracy.

8.9 Submission of Documents

• Required documentation related to design must be submitted in the specified form to Mortenson.

8.10 Dependency on Other Work

• Subcontractors must assess dependencies and report unsuitable conditions.

8.11 Integration Responsibilities

• Subcontractor is responsible for all aspects and integration of work components.

8.12 Equipment Substitutions

• Substitutions of materials require Mortenson's prior written approval.

8.13 Appointed Representatives

• A superintendent and project manager must be appointed to oversee Work and represent Subcontractor.

8.14 Work Records

• Timely and accurate records must be maintained and submitted daily.

9. Labor Practices

• Subcontractor must avoid labor disruptions and comply with applicable labor agreements.

10. Tools and Equipment

• Subcontractor provides all necessary tools; Mortenson’s tools are available at discretion. Subcontractor assumes responsibility for all associated damages.

11. Safety Measures

• Compliance with safety regulations is mandatory; Subcontractor is responsible for its safety program and employee protection, aiming for zero accidents.

11.2 Reimbursement for Safety Incidents

• Subcontractor must reimburse Mortenson for costs due to safety violations.

12. Changes to Work

• Mortenson may order changes through written directives, with procedures outlined for adjusting costs and proposals for changes.

13. Inspection Rights

• Mortenson and Owner may inspect work as needed, with inspections not precluding Subcontractor’s responsibility for quality.

14. Performance Issues

• Subcontractor's default triggers Mortenson’s rights to complete work or terminate the agreement.

15. Termination Rights

• Mortenson can terminate for convenience, with conditions outlined for Subcontractor’s obligations.

16. Insurance Requirements

16.1 Overall Insurance Responsibilities

• Subcontractor must maintain various forms of required insurance, ensuring compliance with limits stated in the Agreement.

16.2 Specific Coverage Requirements

• Minimum coverages required include Workers' Compensation, General Liability, and Professional Errors & Omissions.

17. Indemnity

• Additional specifics on indemnity obligations are referenced and detailed in the attached agreement.

18. Bonds

• Subcontractor is required to provide performance and payment bonds covering the project and its commitments.

19. Patent Infringement Responsibilities

• Subcontractor responsible for royalties and defending against patent claims.

20. Warranty Obligations

• Subcontractor warrants that work complies with agreements and outlines correction responsibilities.

21. Dispute Resolution

• Disputes may be resolved through arbitration or other administrative processes specified in the Contract Documents.

22. Assignment and Subcontracting

• Assignments and subcontractor agreements are subject to Mortenson’s written consent; subcontractors are bound to all provisions.

23. Equal Opportunity Commitment

• Subcontractor agrees to comply with non-discrimination employment practices as required by law.

24. Assignment upon Owner Termination

• Subcontractor consents to assignment of agreements upon Owner’s contract termination conditions outlined.

25. Design Responsibilities

• Approval required for any design consultants; Subcontractor is integrally responsible for design quality.

26. Miscellaneous Terms

26.1 Waiver Notice

• Any waiver of breach must be in writing and does not extend to future breaches.

26.2 Independent Contractor Status

• Subcontractor is an independent contractor, not an agent of Mortenson.

26.3 Terms Validity

• If any term is void, other terms remain effective.