Sample Subcontract Agreement - Lauren Engineers & Constructors

AGREEMENT
SC 556-000
THIS AGREEMENT is made and entered into effective as of the _________ day of ___
___, by and between Lauren Engineers & Constructors, Inc., a Delaware corporation
(hereinafter referred to as "Contractor"), and _______________________ (hereinafter
referred to as "Subcontractor").
WHEREAS, Contractor has requested Subcontractor to perform services and/or supply
materials and equipment in connection with the ______________________ (the
"Project"); and
WHEREAS, SUBCONTRACTOR agrees to provide services and/or supply materials and
equipment as set forth in Exhibit A (attached hereto and made a part of this Agreement by
this reference), in a period of time acceptable to Contractor under the terms of this
Agreement, and in accordance with all applicable terms and conditions of the Owner-
Contractor agreement (relevant provisions attached hereto as Exhibit C and made a part
of this Agreement by this reference)..
NOW, THEREFORE, in consideration of the money to be paid to Subcontractor by
Contractor, of the mutual covenants and agreements set forth herein, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be legally bound,
agree as follows:
ARTICLE 1. SUBCONTRACT DOCUMENTS
This Subcontract consists of: (i) this Agreement; (ii) General Terms and Conditions of
Subcontract; (iii) Exhibit A, Scope of Work; (iv) Exhibit B, Compensation; and, (v)
Exhibit C, applicable provisions of Owner-Contractor Contract.
ARTICLE 2. SCOPE OF WORK.
Subcontractor shall, as an independent contractor and not as an employee of Contractor,
provide services and/or supply materials and equipment as described in Exhibit A
(hereinafter, the “Work”), within the time frame specified by Contractor. Subcontractor
hereby agrees that no portion of the Work will be subcontracted except with the prior
written consent of Contractor.
ARTICLE 3. TIME OF PERFORMANCE
Subcontractor shall commence the Work on or before _______________ and shall
diligently perform the Work and shall complete the Work by _______________
(hereinafter, the “Target Date”). The Target Date may only be extended by
Contractor’s issuance of a Change Order.
SAMPLE SUBCONTRACT

SC 556-000
ARTICLE 4. COMPENSATION. Contractor shall pay Subcontractor, pursuant to the
terms of Exhibit B, attached to this Agreement and made a part hereof by this reference.
ARTICLE 5. NOTICES
Any notice given under the provisions of this Agreement by either party to the other shall
be deemed properly given if in writing and hand delivered or sent by registered or
certified airmail or by telex or electronically transmitted facsimile subsequently
confirmed by registered or certified airmail, addressed as follows:
To Contractor:
To Subcontractor:
Lauren Engineers & Constructors, Inc.
Attention: __________________
901 S. First Street
Abilene, Texas 79602
Telephone: (325) 670-9660
Fax: (325) 670-9663
_____________________________
Attention: _____________________
_____________________________
_____________________________
_____________________________
Telephone: ____________________
Fax: _________________________
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.
Contractor: Lauren Engineers & Constructors, Inc.
By: _______________________________________
Name: _____________________________________
Title: _____________________________________
Date: ______________________________________
Subcontractor:
By: _______________________________________
Name: _____________________________________
Title: _____________________________________
Date: ______________________________________
Tax ID#: ____________________________________
SAMPLE SUBCONTRACT

EXHIBIT A – SCOPE OF WORK
SC 556-000
Article I. Scope of Work.
Pursuant to the terms of the Agreement, which is incorporated fully herein, Subcontractor
agrees to perform the following Work:
(Insert complete description of the Work here, including the “Specifications”, i.e., all
drawings, specifications, data sheets, etc.)
SAMPLE SUBCONTRACT

EXHIBIT B - COMPENSATION
SC 556-000
PAYMENT BASIS: FIXED PRICE
B.1 TERMS OF COMPENSATION
B.1.1 Contractor shall pay to Subcontractor as full and complete compensation
for the Work, payment (the Fixed Price) in accordance with the
SCHEDULE OF PAYMENT set forth below.
B.1.2 The Fixed Price is DOLLARS ($ ) for the
Scope of Work set forth in Exhibit A.
B.1.3 The Schedule of Payments is as follows:
basis.)
(Insert schedule of payments based upon milestones or percent complete or other
B.2 TERMS OF PAYMENT
B.2.1 Subcontractor’s progress invoice shall be prepared in a form acceptable to
Contractor and submitted by the Wednesday following the last Sunday of
the month. Each invoice shall include Subcontractor's and any subsubcontractor's
partial release of lien, in a form suitable to Contractor, for
the percentage of the Work invoiced. All progress invoices are subject to
10% retention.
B.2.2 After review and approval of Subcontractor's invoice by Contractor,
Subcontractor shall be entitled to receive payment of the approved and
non-retained portion of its requisition within three (3) business days
following Contractor’s (bank cleared) receipt of payment for the
Subcontractor’s work from the Owner. Any amount disputed by
Contractor will be withheld until the dispute is resolved, and the disputed
balance will be paid immediately upon resolution of the dispute.
Contractor and Subcontractor agree to discuss in good faith and attempt
settlement of any disputed amount as rapidly as possible.
B.3 FINAL INVOICE
B.3.1 Subsequent to receipt of Contractor's Notice of Final Acceptance,
Subcontractor shall submit a Final Invoice for any amounts properly due
Subcontractor not previously invoiced.
B.3.2 The Final Invoice shall be supported by "Subcontractor's Final Invoice
Affidavit and Waiver of Lien", in form acceptable to Contractor, certifying
SAMPLE SUBCONTRACT

SC 556-000
that all claims for labor, material, subcontracts, and other costs have been
satisfied, and that there are no outstanding claims for injuries to or death of
persons or damage to property for which Subcontractor is responsible.
B.3.3 Provided that Subcontractor has cured any default of its obligations
hereunder, and Contractor has no reasonable objection, Contractor shall
pay the approved amount of the invoice in United States Dollars, less any
amount disputed by Contractor, by wire transfer to Subcontractor's bank,
less any amount which Contractor may have spent to cure any default by
Subcontractor or amount owed by Subcontractor for its failure to meet the
Target Date.
SAMPLE SUBCONTRACT

Exhibit B - Compensation
SC 556-000
PAYMENT BASIS: REIMBURSABLE COST
B.1 TERMS OF COMPENSATION
B.1.1 Contractor shall pay to Subcontractor as full and complete compensation
for the Work, the amount determined by Contractor’s audit of
Subcontractor’s submitted documents, as proper reimbursement of
amounts actually expended upon the Work by Subcontractor, plus a fee of
% of labor costs and % of materials provided by
Subcontractor.
B.1.2 The Guaranteed Maximum Price (if any) is
($ ) for the Scope of Work set forth in Exhibit A.
DOLLARS
B.2 TERMS OF PAYMENT
B.2.1 Subcontractor’s invoice shall be prepared in a form acceptable to
Contractor and submitted by the Wednesday following the last Sunday of
the month. Each invoice shall include Subcontractor's and any subsubcontractor's
partial release of lien, in a form suitable to Contractor, for
the cost of the Work invoiced, which shall be determined based upon
Subcontractor’s original estimate for the Work, modified by Changes, if
any. All progress invoices are subject to 10% retention.
B.2.2 After review and approval of Subcontractor's invoice by Contractor,
Subcontractor shall be entitled to receive payment of the approved and
non-retained portion of its requisition within three (3) business days
following Contractor’s (bank cleared) receipt of payment for the
Subcontractor’s work from the Owner. Any amount disputed by
Contractor will be withheld until the dispute is resolved, and the disputed
balance will be paid immediately upon resolution of the dispute.
Contractor and Subcontractor agree to discuss in good faith and attempt
settlement of any disputed amount as rapidly as possible.
B.3 FINAL INVOICE
B.3.1 Subsequent to receipt of Contractor's Notice of Final Acceptance,
Subcontractor shall submit a Final Invoice for any amounts properly due
Subcontractor not previously invoiced.
B.3.2 The Final Invoice shall be supported by "Subcontractor's Final Invoice
Affidavit and Waiver of Lien", in form acceptable to Contractor, certifying
that all claims for labor, material, subcontracts, and other costs have been
SAMPLE SUBCONTRACT

SC 556-000
satisfied, and that there are no outstanding claims for injuries to or death of
persons or damage to property for which Subcontractor is responsible.
B.3.3 Provided that Subcontractor has cured any default of its obligations
hereunder, and Contractor has no reasonable objection, Contractor shall
pay the approved amount of the invoice in United States Dollars, less any
amount disputed by Contractor, by wire transfer to Subcontractor's bank,
less any amount which Contractor may have spent to cure any default by
Subcontractor or amount owed by Subcontractor for its failure to meet the
Target Date.
SAMPLE SUBCONTRACT