Construction Subcontract

This agreement is made on the date written above our signatures between
Contractor Name: __________________________________ (Contractor) and
Subcontractor Name: ______________________________________ (Subcontractor).
Contractor
Contractor Name: __________________________________
Address __________________________________________
Address __________________________________________
City _________________________________________, State:_________ Zip:__________
Work Phone Number: ___________________________________________
Cell Phone Number: ____________________________________________
Fax Number: __________________________________________________
Email Address: ________________________________________________
License Number: _______________________________________________
Contractor Name: __________________________________ will be referred to as Contractor
throughout this agreement.
Subcontractor
Subcontractor Name: ________________________________________
Address __________________________________________
Address __________________________________________
City _______________________________________, State ______________ Zip ____________
Work Phone Number: __________________________________________
Cell Phone Number: ____________________________________
Fax Number: ___________________________________
Email Address: ___________________________________
License Number: _____________________________________
Subcontractor Name: _____________________________________ will be referred to as Subcontractor
throughout this agreement.
Owner
Owner Name: _____________________________________
Address: _________________________________________
Address: _________________________________________
City: ___________________________________, State: ___________ Zip: ___________
Day Phone Number: __________________________________________________
Cell Phone Number: __________________________________________________
Fax Number: __________________________________________________
Email Address: __________________________________________________
Owner Name: _____________________________________ will be referred to as Owner throughout
this agreement.

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 Owner's Representative
Owner will be represented by Representative name: _________________________________ (Owner's
Representative) as described in this agreement.
Representative name: ______________________________________________
Address __________________________________________
Address __________________________________________
City ______________________________, State ________________________ Zip __________
Day Phone Number: _____________________________________________
Cell Phone Number: _______________________________________
Fax Number: ________________________________________
Email Address: ____________________________________________
Representative name: ______________________________________________ will be referred to as
Owner's Representative throughout this agreement. Nothing in this contract should be interpreted as
giving Owner's Representative the authority to obligate Owner to pay any amount to a third party or
perform any act for a third party or waive any obligation due a third party.
The Construction Site
Legal description: ___________________________________________________________
City: __________________________________________, Alabama Zip: ___________
I.

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 II. Project Description
A. For a price identified below, Subcontractor agrees to complete the Project - Subcontract (as
detailed below) for Contractor.
1. The Project, referred to as the Project - Subcontract in this agreement, includes:

____________________________________________________________________________________
_________________________________________________________
III. Contract Price
A. In addition to any other charges specified in this agreement, Contractor agrees to pay
Subcontractor $________________________ for completing the Work described as the Project -
Subcontract.
IV. Documents Incorporated
A. This agreement incorporates by reference certain disclosures and notices required by federal and
state law. The following documents are incorporated as though included in full as part of this agreement.
Notice of Lien Rights (Code of Alabama Section 35-11-210)
B. This agreement incorporates by reference certain documents which define and describe the Work
to be done. The following documents are incorporated as though included in full as part of this
agreement.
1. Plans
Plans dated ___/___/_____
Consisting of ____ sheet(s)
Prepared by ___________________________________________
Last changed on ___/___/_____
And further identified as ______________________________________
2. Specifications
Specifications dated ___/___/_____
Consisting of ____ sheet(s)
Prepared by _________________________________________
Last changed on ___/___/_____
And further identified as ___________________________________
3. The Prime Contract
This Subcontract is for completion of a portion of the Work Contractor has agreed to perform for Owner
under the following Prime Contract:
The Prime Contract dated ___/___/_____
Consisting of ____ sheet(s)
And further identified as ______________________________________________
V. Documents Supplied to Subcontractor
A. Contractor will furnish to Subcontractor at no cost:
1. _____ sets of relevant Plans and Specifications on paper.
2. Subcontractor will distribute Contract Documents as required by Sub-subcontractors.
VI. Scope of Work
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A. Subcontractor shall supervise and direct the assigned Work and accepts responsibility for
construction means, methods, techniques, sequences and procedures required to complete the assigned
portion of the Project - Subcontract in compliance with the Contract Documents.
B. Subcontractor shall make a best effort to adopt and implement policies and practices designed to
minimize Work stoppages, slowdowns, disputes or strikes. Except as may be specifically provided
elsewhere in this or a separate agreement, Subcontractor is not liable to Contractor for damages suffered
by Contractor as a result of Work stoppages, slowdowns, disputes or strikes. Subcontractor shall allocate
labor tasks among the various trades in accordance with local custom, rules, jurisdictional awards,
regulations, and decisions, regardless of any classification by the Contract Documents.
VII. Project Superintendent
A. Subcontractor shall identify a competent representative who will be available, either on the Job
Site or by phone, and have the authority to give instructions and make decisions for Subcontractor.
VIII. Employee Relations
A. Subcontractor will ensure that personnel will be furnished and required to use safety equipment
complying with OSHA standards, including hard hats, safety glasses with permanently attached side
shields, body harnesses with shock cord lanyard, steel toe work boots, and appropriate protective
equipment and clothing. Any employee who refuses to comply with OSHA standards shall be barred
from the Job Site at the discretion of Contractor or Owner.
IX. Authority of Owner's Representative
A. Subcontractor acknowledges that Owner's Representative has authority to administer the Prime
Contract between Owner and Contractor, make construction decisions on behalf of Owner, and is the
primary authority on issues of compliance with the Drawings and Specifications, quality of
workmanship, materials used, manner of performance, and rate of progress on the Work of
Subcontractor.
B. Owner has committed to Contractor not to make changes in the responsibilities or authority of
Owner's Representative without consent of Contractor.
C. Subcontractor acknowledges that Owner's Representative has the right to visit the Project -
Subcontract and view Work in progress at any time. Any Defective Work found or suspected, either as
the result of a site visit or otherwise, will be reported promptly to Contractor. No actions taken or
statements made during site visits shall relieve Subcontractor of obligations described in the Contract
Documents.
D. Unless otherwise authorized by Contractor, communications between Owner's Representative
and Subcontractor shall be through Contractor. Communications by Subcontractor with Separate
Contractors shall be through Contractor.
E. Subcontractor acknowledges that Owner's Representative has the authority to reject and order
removed any portion of the Work of Subcontractor which does not conform to the Contract Documents.
F. Subcontractor acknowledges that Owner's Representative has authority to require additional
Inspection or testing of the Work of Subcontractor regardless of the completion status.
G. Subcontractor acknowledges that Owner's Representative has authority to conduct Inspections in
connection with Beneficial Occupancy and to determine the dates of Substantial Completion and Final
Completion.

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 X. Representations by Subcontractor
A. Subcontractor has reported to Contractor all errors, inconsistencies, ambiguities, and omissions
found in the Plans and Specifications and has concluded that the Contract Documents define the Work
required with enough detail to allow Subcontractor to complete the Project - Subcontract.
XI. Payment Plan
A. Contractor will pay to Subcontractor the Contract Price in installments consisting of progress
payments and a final payment on completion of the Work.
XII. Progress Payments
A. Schedule of Progress Payments
1. Progress payments are due as each phase of the Work is completed, less any Retainage withheld
by Owner.
2. Payments will equal the Contract Price (less any initial payment) times the percentage listed for
each phase:
a) Amount due when Job Phase 1 is complete: _____________ percent
Job Phase 1 is complete when _______________________________________________.
b) Amount due when Job Phase 2 is complete: _____________ percent
Job Phase 2 is complete when __________________________________________________.
B. Processing of Progress Payments
1. No later than 5 Calendar Days before each Progress Payment is due under the terms of this
contract, Subcontractor shall provide Contractor with an application for payment (invoice) in a form
which complies with generally accepted trade practice.
C. Approval of Progress Payments
1. Promptly on disapproval of all or any portion of a payment request, Contractor shall provide to
Subcontractor written notice of denial identifying for each line item denied: (1) The amount withheld,
(2) The Defect or reason for withholding, (3) The remedial action required to cure the Defect, and (4)
Documentation needed to reestablish an obligation of Contractor for payment. Within 7 calendar days
after Subcontractor cures any alleged Defect to the satisfaction of Contractor, payment shall be due for
the item approved.
D. Discharge of Liens
1. Nothing in this contract shall be interpreted to (1) Require proceeds from payments to
Subcontractor be placed in a separate account, (2) Create a fiduciary liability or tort liability on the part
of the Subcontractor for breach of trust, (3) Entitle any person or entity to an award of punitive damages
against Subcontractor for breach of payment obligations, or (4) Obligate Subcontractor to pay for
incomplete or Defective Work or materials.
XIII. Payment for Materials Stored Off-Site
A. Except as otherwise provided in the Contract Documents, cost of materials and equipment to be
incorporated into the Work which are stored off the Job Site may be included in an application for
payment.

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 XIV. Interest
A. Payments due and not paid under the Contract Documents shall bear interest from the date
payment is due at an annual rate of ________ percent.
XV. Liens and Waivers
A. Subcontractor will ensure that Sub-subcontractors, tradesmen and Material Suppliers working
under direction of Subcontractor are paid when due to avoid the exercise of lien rights provided by state
Law.
XVI. Details on Lien Claims
A. On request of Subcontractor, Contractor shall provide to Subcontractor a legal description of the
Site and all information about the Project - Subcontract as may be required by Subcontractor, Sub-
subcontractors, Material Suppliers, or tradesmen to enforce lien rights in Alabama.
XVII. Grounds for Withholding Payment
A. Contractor may withhold payment due Subcontractor for Defective Work which has not been
corrected in compliance with terms of this agreement.
B. Grounds entitling Contractor to withhold certain amounts due Subcontractor under this
agreement shall not relieve Contractor of the obligation to pay Subcontractor other amounts then due
and shall not relieve Contractor of the obligation to pay in full when the reason for withholding payment
no longer exists.
C. Should any mediation, arbitration or court proceeding determine that Contractor was not justified
in withholding payment to Subcontractor, the amount wrongfully withheld shall be treated as an unpaid
balance and accrue interest as provided by Law or this contract from the Calendar Day payment was
wrongfully withheld.
XVIII. Final Payment
A. Subcontractor will submit an application for final payment and will notify Contractor when the
Work has been completed. When, in the opinion of Contractor, the Work has been completed, the entire
unpaid balance of the contract amount is payable to Subcontractor, less the proportionate share of any
Retainage withheld under the Prime Contract between Contractor and Owner.
B. Making of final payment constitutes waiver of all Claims by Contractor against Subcontractor
except those Claims previously made in writing and delivered to Subcontractor and those obligations
otherwise provided by this agreement or by operation of Law.
C. The acceptance of final payment by Subcontractor shall constitute a release by Contractor of
known Claims against Contractor arising out of this contract except those Claims which (1) Have been
made in writing and identified by Subcontractor as not having been settled at that time, or (2) Are based
on fraud or misconduct by Contractor.
XIX. Job Conferences
A. Prior to the start of construction, Subcontractor and Contractor shall hold a pre-construction
conference to identify: (1) The people who will be involved in construction of the Project - Subcontract,
their chain of authority, addresses, telephone numbers, fax numbers and email addresses to be used when
requesting information or giving notices, (2) The proposed construction Schedule, (3) Procedures for
approving Shop Drawings, product data and Submittals, (4) Procedures for handling Change Orders, (5)
Construction Site Requirements such as dust and erosion control, storm water management, Project

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signs, clean up and housekeeping, temporary facilities, utilities, security, and traffic, (6) Safety
Requirements and procedures, (7) Quality control, testing, Inspections and notice Requirements, (8)
Inspection procedures, and (9) The handling of payment requests.
XX. Subcontractor Claims
A. Subcontractor and Contractor agree to make a good faith effort to resolve all Claims that arise
under this agreement and shall seek the opinion of expert disinterested parties on the validity of Claims,
when appropriate. Claims not resolved to the mutual satisfaction of Subcontractor and Contractor shall
be resolved under the provisions of this agreement covering dispute resolution.
XXI. Notice of Claims
A. No Claim by Subcontractor shall be considered unless Subcontractor provides Contractor with a
notice that there will be a Claim for additional compensation or an extension of time. This notice of
Claim shall be made no less than 3 Calendar Days after Subcontractor recognizes or should have
recognized that circumstances exist which support such a Claim and within the time permitted for such
Claims in the Prime Contract. The notice of Claim shall include: (1) The date of the notice, (2) The date
the basis for the Claim was discovered, (3) The circumstances that support the Claim, and (4) The
estimated additional cost to Contractor or additional time required to complete the Project - Subcontract.
B. If the Claim involves Extra Work, Subcontractor shall maintain detailed records which show
each expense incurred, including payroll records and receipts for Sub-subcontracted Work, materials and
equipment. These detailed records shall be made available to Contractor for verification while Work
subject to the Claim is being performed.
C. The amount Claimed by Subcontractor shall be calculated in accord with provisions in this
contract on charges for Extra Work.
XXII. Arbitration
A. Any controversy or Claim arising out of or relating to this contract or contract warranty or the
breach thereof which cannot be resolved by mediations shall be settled by arbitration administered by
the American Arbitration Association under its Construction Industry Arbitration Rules, and judgment
on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
1. Any controversy or Claim arising out of or relating to this contract or contract warranty or the
breach thereof or a Change Order or addendum to this contract which cannot be resolved by mediations
shall be settled by arbitration administered by the American Arbitration Association under its
Construction Industry Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
B. Contractor and Subcontractor agree to include in each contract for construction or design
services on the Project - Subcontract a clause which requires that disputes under that contract be settled
by arbitration administered by the American Arbitration Association under its Construction Industry
Arbitration Rules.
C. If a Claimant in arbitration recovers less than 50 percent of the amount demanded in arbitration,
Contractor and Subcontractor agree that the Claimant shall pay all costs in arbitration, including the
arbitrator's fees and the attorney's fees of the opposing Party.

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 XXIII. Insurance
A. General Requirements
1. Subcontractor shall carry workers' compensation insurance and public liability insurance as
required by Law and regulation for the protection of Subcontractor, Contractor and Owner during
progress of the Work.
XXIV. Substantial Completion
A. When, in the opinion of Subcontractor, the Work is Substantially Complete, Subcontractor shall
prepare a preliminary Punch List of Work remaining to be done and deliver that Punch List to Contractor
with a request for evaluation of Substantial Completion. If, in the opinion of Contractor, items on the
preliminary Punch List are consistent with Substantial Completion, Contractor shall conduct an
Inspection of the Work to evaluate compliance with the Contract Documents.
B. The Project - Subcontract shall not be considered Substantially Complete until: (1) The Work
completed can be tested and evaluated, (2) Debris, waste, and excess materials have been removed from
the Job Site, and (3) The Work has passed Inspection by the public authority.
C. Any acknowledgment of Substantial Completion may be annotated to indicate that it is not
applicable to specified portions of the Work.
D. If, after Inspection, the Project - Subcontract does not qualify as Substantially Complete,
Contractor shall provide Subcontractor with a written list of the Work found to be: (1) Incomplete, (2)
Out of compliance with the Contract Documents, or (3) Defective in operation or workmanship.
Subcontractor shall complete or correct all Work listed prior to requesting a subsequent Inspection for
Substantial Completion.
E. Subcontractor shall receive a comprehensive Punch List of discrepancies to be corrected or Work
to be finished by Subcontractor and a date for completing this Work. Subcontractor shall complete and
correct items on the Punch List by the designated date.
F. The Punch List given to Subcontractor is a complete and final list of Defective or incomplete
Work on the Project - Subcontract. Contractor shall be deemed to have accepted Work not on the Punch
List. Nothing in this paragraph shall be interpreted as relieving Subcontractor of the obligation to meet
warranty and call-back obligations.

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 Signatures
The signatures that follow constitute confirmation by those signing that they have examined and
understand the Contract Documents and agree to be bound by the terms of these documents.
This agreement is entered into as of the date written below.
Contractor Name: __________________________________, Contractor
______________________________ ______________________
(Signature) (Date)
______________________________
(Printed Name and Title)
Subcontractor Name: _________________________________, Subcontractor
______________________________ ________________
(Signature) (Date)
______________________________
(Printed Name and Title)

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 CODE OF ALABAMA § 35-11-210 -- NOTICE OF LIEN RIGHTS
Date: _______________
To (Owner or proprietor) Owner Name: _____________________________________
Take notice, that the undersigned is about to furnish to:
Prime contractor or subcontractor Subcontractor name
____________________________________________________________________
certain material for the construction, or for the repairing, altering or beautifying of a building or
buildings, or improvement or improvements, on the following described property:
Legal description: ___________________________________________________________
City: __________________________________________, Alabama Zip: ___________
and there will become due to the undersigned on account thereof the price of said material, for the
payment of which the undersigned will claim a lien.
Anticipated amount of lien $_______________________
Work to be performed: ___________________________________________________
Lien claimant: Subcontractor Name _____________________________________________
Address __________________________________________
Address __________________________________________
City _______________________________________, State ______________ Zip ____________
Phone: __________________________________________
Email: ___________________________________

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 Change Order Agreement
Today's Date _____________________ Original contract date _____________________
Job Address _____________________ Original contract price $ ___________________
Job Address _____________________ Sum of previous changes $ _________________
City, ST, ZIP _____________________ Cost of this change $ ______________________
Contractor ______________________ Revised contract price $ ____________________
Description of this change __________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
A. Material and supplies cost: $ ________________
B. Taxes and fees $ ________________
C. Direct labor: $ ________________
D. Indirect labor costs: $ ________________
E. Equipment and tools: $ ________________
F. Subtotal: ........................................................................ $ ________________
G. Overhead at _____ % of line F: $ ________________
H. Subcontracts: $ ________________
I. Overhead at _____ % of line H: $ ________________
J. Subtotal: ............................................................................ $ ________________
K. Profit at _____ % of lines F and J: $ ________________
L. Subtotal: ............................................................................ $ ________________
M. Total cost, lines F, J and L: [ ] Add [ ] Deduct $ ________________
N. Items specifically excluded from this change: __________________________________________
_______________________________________________________________________________
Q. This proposal is valid for _____ days.
R. We require _____ days extension of the contract time.
[ ] We are proceeding with this work per your authorization.
[ ] Please return a signed copy of this agreement as your acknowledgment of this change.
This Change Order incorporates by reference the terms and conditions of the original contract and all
change orders approved prior to the acceptance of this agreement.
This Change Order is accepted by_____________________________ Date________________

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