Stipulated price subcontract
AGREEMENT BETWEEN CONTRACTOR AND SUBCONTRACTOR
This Agreement made on the _____ day of _________ in the year two thousand _______
By and between
SHEJ GLOBAL DEVELOPMENTS, INCORPORATED
(hereinafter called the "Contractor")
(hereinafter called the "Subcontractor")
WHEREAS the Contractor is registered under the laws of Ontario Canada
WHEREAS the Contractor has entered into an agreement (hereinafter called the "Prime Contract") dated the ______ day of ________________, 20__ with ___________________ (hereinafter called the Owner) for the construction of _________________________________________________________ located at
(hereinafter called the "Project"), for the economical benefit of the people of _________________________________; and,
WHEREAS the Prime Contract includes the work to be performed under this Subcontract Agreement in accordance with plans and specifications and addenda prepared by the Subcontractors designated Architect/Engineer, duly approved by the Contractor (hereinafter called the "Architect/Engineer"); and,
WHEREAS the Sub-Contractor is established as an Ontario Corporation in the Province of Ontario, in good standing; and,
WHEREAS the Sub-Contractor is engaged in the business of providing project management and project forensic services, real estate development and investments, and design built facilities; and,
AND WHEREAS the Subcontractor has agreed with the Contractor to perform the portion(s) of the Project and supply all of the labour, product, tools, construction machinery and equipment necessary therefore as hereinafter set forth;
AND WHEREAS the Subcontractor and Contractor for themselves, their heirs, executors, administrators, successors and assigns do hereby agree to the full performance of the covenants herein contained;
NOW THEREFOR the subcontract agreement witnesseth as follows:
ARTICLE 1 - WORK TO BE PERFORMED
The materials ("Product") to be furnished and the Work to be performed shall be done by the Subcontractor in a proper and workmanlike manner. The work shall be performed;
ARTICLE 2 - CONTRACT DOCUMENTS
- In accordance with this Subcontractor Agreement including the Subcontract Conditions forming part hereof, and
- In accordance with and subject to the terms and conditions of the Contract Documents including, without limitation, such documents as the prime Contract, Drawings, Specifications, Instructions, General Conditions (sub-contract conditions), all as issued before the time of submission of the subcontract to the Contractor, and
- In accordance with amendments made to the Contract Documents after the time of submission of subcontract bids to the Contractor.
To the extent that it is necessary to give effect to such amendments, this Subcontract Agreement and the Subcontract Conditions shall be amended and these amendments shall be required to be specifically made to this Subcontract in order to give them effect.
ARTICLE 3 - SUBCONTRACT PRICE
- The Subcontractor will perform the Work;
- in accordance with a Schedule mutually agreed if provided by the Contractor and/or the Owner(s) after the signing of this Agreement;
- The Contractor may reasonably adjust any schedule or specified timing during the course of the project after consulting with the Subcontractor.
- The subcontractor's Work shall be deemed to be substantially or totally performed when approved by the Contractor and certified as such by the Architect/Engineer.
The Subcontract Price is __________________________________ OF THE LAWFUL CURRENCY OF THE UNITED STATES (US$ ________________) in U.S.
funds, which price shall be subject to adjustment as may be required in accordance with the provisions of the Subcontract Conditions hereto.
The Subcontract Price includes Federal, Provincial and municipal sales and excise taxes, customs' duties (if any) in force at the time of signing this Agreement. The Subcontractor shall pay when due all such taxes, which are payables by him and, on default, any penalties of interest accruing thereon. If the Prime Contract correspondingly provides, the parties shall amend the Subcontract price in accordance with any cost changes resulting from change in such taxes after the date hereof. At the Contractor's request, the Subcontractor shall make available all information for sales tax refund claims and co-operate fully with the Contractor, Owner and Government authorities in processing them.
ARTICLE 4 - PAYMENT
ARTICLE 5 - ADDRESSES FOR NOTICE
- Subject to applicable legislation and the provisions of the Subcontract Conditions, the Owner shall make issue or cause to be issued a bank guarantee of payment to the Contractor who shall assign or cause to be assigned or transfer or cause to be transferred, less the agreed charge(s)/fee(s) ("the agreed sum"), to the Subcontractor on account of the subcontract Price.
- b) The Subcontractor shall make applications for payment on completion, together with supporting statutory Declarations and/or other documents when required (herein called the submission date) to the Contractor for approval and due processing covering the value of the products delivered at the site and the work performed by the Subcontractor proportionate to the amount of the Subcontract up to the date of completion, whereupon payment to the Subcontractor shall become due payable within sixty (60) days after the submission date of the application by the Subcontractor or fifteen (15) days after certification of the payment by the Architect/engineer whichever is the later.
- When the Architect/Engineer has certified that:
the Contractor, upon receipt from the Subcontractor of all documentation called for in the Subcontract documents, shall irrevocably authorize to pay to the subcontractor such holdback monies when due.
For Projects not subject to lien legislation the amount outstanding sum shall be due and payable as follows:
- the work of the Prime Contract has been Substantially Performed, or
- the work of the Prime Contract and/or Subcontract has been Totally Performed, and that
- holdback monies retained may be released, if any
The amount due shall be paid within sixty (60) days after the completion of the work performed under this Subcontract, upon the production of the appropriate waivers of privileges, statutory declarations and/or other documentation required by the Contractor. The full amount shall be paid within sixty (60) days after the "end of the work".
- Notwithstanding any other provisions of this Subcontract, if on account of climatic or other conditions reasonably beyond the Subcontractor's control, there are items of work that cannot readily be performed, the payment in full for work which has been performed and accepted by the Architect/Engineer shall not be withheld or delayed by the Contractor on account thereof, but the Contractor may withhold from the Subcontract price until the remaining work is finished only such monies as the Contractor shall determine are sufficient and reasonable to cover the cost of performing such remaining work and to adequately protect the Contractor from claims.
- Where the Contractor has received a progress or holdback payment including an amount due and payable to the Subcontractor and fails to make payment in accordance with the payment provision contained in clause (a), (b) and (c), the overdue amount shall bear interested at the rate of one (1) percent per month.
- Where the Contractor has received payment of interest from the Owner with respect to an overdue account, that portion of the interest applicable to the overdue account shall be paid to the Subcontractor.
- No certificate for payment or any payment made hereunder, nor any partial or entire use of occupancy of the Work by the Owner shall constitute an acceptance of any work or product not in accordance with the Contract Documents.
- The acceptance of the final payment shall constitute a waiver of all claims by the Subcontractor against the Contractor, except those made in writing prior to his application for payment upon Total Performance of the Subcontract and still unsettled, if any.
All communications in writing between the parties shall be deemed to have been received by the addressee if delivered to the individual or to a member of the firm or to an officer of the Corporation for whom they are intended or if sent by post by telegram addressed as follows:
Shej Global Developments, Inc.
Suite 401, Sussex Centre
50 Burnhamthorpe Road West,
Mississauga, Ontario, Canada
The Subcontractor, whose mailing address is:
IN WITNESS WHEREOF
the parties hereto have executed this Agreement under their respective corporate seals and by the hands of their proper officers' thereunto duly authorized.
SIGNED SEALED AND DELIVERED
In the presence of: ) Prime Contractor
) I have the authority to bind the Corporation
) I have the authority to bind the Corporation
1. ADDITIONAL CONTRACTS