Master Subcontract Agreement For Gkkworks PDF

Subcontract Number:
Standard Subcontract Agreement

(Fixed Price)
This Subcontract Agreement, hereinafter called Agreement is entered into at Irvine, California, effective as of
______________________, 2011 between gkkworks Construction Services, hereinafter called gkkworks or
Contractor, 2355 Main Street, Suite 220, Irvine, CA 92614 (949) 250-1500, and
Subcontractor Name:
Attention:
Contact:
hereinafter called Subcontractor, for the performance of the Work as more fully described herein in exchange for
payment as more fully described herein.
PROJECT INFORMATION
Project Number
Project Name & Address
Work Description
Prime Contract Date

Owner
Project Architect
Subcontractors Scope of Work
Specification Sections
See Exhibit A Subcontractors Scope of Work Detail
gkkworks Cost Code:

Subcontract Amount
Retention Percentage
Ten Percent (10%)
Allowances
Unit Prices
Table of Contents
Section 1 -
Subcontract Documents
Section 2 -
Subcontractors Work
Section 3 -
Subcontract Price and Schedule of Values
Section 4 -
Progress Payments
Section 5 -
Changes to Subcontractors Work
Section 6 -
Schedule of Work
Section 7 -
Subcontractors Performance
Section 8 -
Contractors Recourse
Section 9 -
Termination or Suspension
Section 10 -
Insurance and Bonds
Section 11 -
Indemnification
Section 12 -
Claims
Section 13 -
Arbitration and Legal Actions
Section 14 -
Miscellaneous Provisions
Attachments to this Agreement
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit G-1
Subcontractors Scope of Work Detail

Prime Contract List of Documents
Billing and Payment Forms
Schedule of Work
Project Work Rules
Special Provisions
Insurance
Project Specific Insurance Requirement
INFORMATION TO BE FURNISHED BY SUBCONTRACTOR

Contractors License Number:
Number
Expiration Date
Federal Tax ID Number
Number
General Liability Insurance
Company Name
Policy Number
Expiration Date
Worker Compensation Insurance
Company Name
Policy Number
Expiration Date
Automobile Liability Insurance
Company Name
Policy Number
Expiration Date
SECTION 1 SUBCONTRACT DOCUMENTS

1.1
SUBCONTRACT DOCUMENTS. The Subcontract Documents consist of this
Agreement and all attachments and exhibits thereto, the contract between gkkworks
and
________________________________________________________________
(Prime Contract) and all documents forming a part of that contract, including but not
limited to Conditions of the Contract (General, Special, Supplementary, and other
Conditions), drawings or plans, specifications, addenda issued prior to the execution of
the Prime Contract, and all changes and modifications to the Contract Documents
(collectively, the Prime Contract Documents), the latest adopted edition of the Uniform
Building Code, Fire Code, and Mechanical Code, the Uniform Standard Specifications
for Public Works Construction (if a public works project), and all applicable laws, rules,
ordinances, and regulations, and the Federal Acquisition Regulations, if applicable].
The Subcontract Documents are complementary and what is required by one shall be
as binding as if required by all.
1.2
SUBCONTRACTOR BOUND TO SAME EXTENT AS CONTRACTOR.
Subcontractor shall be bound to gkkworks and shall assume toward gkkworks the
obligations and responsibilities that gkkworks assumes toward Owner insofar as they
relate in any way, directly or indirectly, to the work covered by this Agreement. In the
event of a conflict between this Agreement and the Prime Contract, the stricter of the
two shall prevail. Subcontractor shall bind lower tier subcontractors and suppliers to
full compliance with all Subcontract Documents, including all performance obligations
and responsibilities that Subcontractor assumes toward gkkworks.
1.3
EXAMINATION OF PRIME CONTRACT DOCUMENTS AND SITE. The Prime
Contract Documents are available at gkkworks office and a copy of any of the Prime
Contract Documents will be provided to Subcontractor upon request for a nominal fee.
Execution of this Agreement is a representation that Subcontractor has carefully
examined and understands the Subcontract Documents, has investigated the nature,
locality and site of the work and the conditions and difficulties under which it is to be
performed, and that it enters into this Agreement on the basis of its own examination,
investigation, and evaluation of such matters and not in reliance upon any opinions or
representations of gkkworks, or of Owner, or of any of their respective officers, agents,
independent contractors, or employees.
SECTION 2 SUBCONTRACTORS WORK
2.1
SUBCONTRACTORS WORK. Subcontractor shall furnish all labor and
materials, equipment, and services as are necessary to perform all of the work required
by, or reasonably inferable from, this Agreement and the Subcontract Documents
unless specifically excluded herein. Subcontractors work shall be completed in a
workmanlike manner in strict conformity with the Subcontract Documents and to the
satisfaction of gkkworks and Owner. The materials to be furnished by and the work to
be performed by Subcontractor generally include, but are not specifically limited to, the
following:
See Exhibit A
Additional details regarding Subcontractors Work are contained in Exhibit A Subcontractors Scope of Work Detail, which is incorporated herein.
2.2
REPRESENTATION THAT SUBCONTRACT DOCUMENTS ARE COMPLETE.
Subcontractor has reviewed the Subcontract Documents and represents: (1) the
Subcontractors work shall be performed in compliance with all applicable federal,
state, county, and municipal laws, and regulations, including applicable building codes;
and (2) the Subcontract Documents are sufficiently complete to permit Subcontractor
to perform its work, in its entirety, on the basis of the Subcontract Documents and
matters reasonably inferable therefrom for the Subcontract Price.
2.3
ASSIGNMENT. Subcontractor shall not assign, transfer, or sublet any portion
of its work or the proceeds for Subcontractors work without the prior written consent
of gkkworks. Any such assignment shall not relieve Subcontractor from any
obligations or liabilities under this Agreement.
SECTION 3 SUBCONTRACT PRICE AND SCHEDULE OF VALUES

3.1
SUBCONTRACT PRICE. gkkworks
agrees,
in
consideration
of
Subcontractors performance of this Agreement, to pay Subcontractor the sum of
__________________________________________________Dollars
($_______),
subject to additions and deductions as provided in Section 5 of this Agreement. This
sum shall constitute payment in full for all costs incurred by Subcontractor under this
Agreement in performing and completing Subcontractors work.
3.2
SCHEDULE OF VALUES. Within Ten (10) calendar days of Subcontractors
receipt of an executed Agreement, Subcontractor shall submit to gkkworks a
Schedule of Values allocating the Subcontract Price among the various components of
Subcontractors work and setting forth the amounts that Subcontractor has included
in the Subcontract Price for the designated components and units of Subcontractors
work, the total of which shall equal the Subcontract Price. Subcontractor shall revise
the Schedule of Values as directed by gkkworks until it is acceptable to gkkworks and
Owner or Owners representative.
SECTION 4 PROGRESS PAYMENTS

4.1
SUBMISSION OF INVOICE. By the 25th day of each month, Subcontractor
shall submit to gkkworks for gkkworks approval a written request for payment
(Invoice) on Subcontractors standard invoice and attaching the forms included in
Exhibit CBilling Payment Forms. The Invoice shall show the proportionate value of
the work Subcontractor reasonably believes will be performed and completed to the
end of that month, allocated among the appropriate line items in Subcontractors
approved Schedule of Values and as required by the Subcontract Documents. All
Invoices must be dated and signed by Subcontractor and include deductions for: (a)
retention of 10% of the value of the work; (b) all previous payments; (c) all charges for
materials and services furnished to Subcontractor by gkkworks; (d) back charges by
any other subcontractor or material supplier; and (e) any other charges and deductions
provided for by this Agreement. Subcontractor shall submit revised Invoices until
accepted by gkkworks and Owner.
4.2
STORED MATERIALS. Unless prohibited by the Subcontract Documents and if
approved in writing by gkkworks and Owner in advance of submission of an Invoice, an
Invoice may include materials and equipment not yet incorporated in Subcontractors
work but delivered to and suitably stored at the site or other location agreed upon in
writing, in an amount provided for in the Subcontract Documents or 90% of the value of
the material or equipment, whichever is less. Subcontractor shall submit bills of sale,
evidence of insurance in an appropriate amount, and any other documents that
gkkworks or Owner deem necessary to establish Owners title to the materials or
equipment and to otherwise protect Owners and gkkworks' interests therein until
incorporated into Subcontractors work. Subcontractor shall bear all costs for
storage and transportation of the material and equipment.
4.3
WAIVERS AND RELEASES. As a condition precedent to payment of any
progress payment to Subcontractor by gkkworks , each Invoice shall be accompanied
by a current Conditional Waiver and Release Upon Progress Payment, in a form
acceptable to gkkworks from Subcontractor and each of Subcontractors subsubcontractors and suppliers for which payment is sought by the Invoice, and an
Unconditional Waiver and Release Upon Progress Payment, in a form acceptable to
gkkworks from Subcontractor and each of Subcontractors sub-subcontractors and
suppliers for which payment was previously made.
4.4
CERTIFIED PAYROLL AND AFFIDAVITS. As an additional condition precedent
to payment by gkkworks, Subcontractor shall provide, within the time limits specified
by the Subcontract Documents, certified payroll reports certifying that all labor included
in the Invoice was paid pursuant to any applicable prevailing wage rates.
Subcontractor shall also submit an affidavit, signed under penalty of perjury, certifying
that it has paid for all labor (including fringe benefits and payroll taxes), materials and
equipment for which gkkworks has made payment to Subcontractor.
4.5
TIME OF PAYMENT. Unless Subcontractor is in default of its obligations under
this Agreement, gkkworks shall pay Subcontractor the amount of Subcontractors
Invoice, as approved by gkkworks and Owner, within ten (10) calendar days of
gkkworks receipt of payment from Owner for Subcontractors work, subject to all
other provisions of this Agreement and the Subcontract Documents.
4.6
PAYMENT NOT ACCEPTANCE.
Payment to Subcontractor shall not
constitute or imply acceptance by gkkworks or Owner of any portion of
Subcontractors work or the full performance thereof.
4.7
PAYMENT IN THE EVENT OF DISPUTE AS TO CONTRACTUAL
REQUIREMENTS. In the event a dispute arises between Subcontractor, gkkworks,
and/or Owner as to the work to be performed by Subcontractor, Subcontractor shall
receive payment for its work according to the provisions and requirements of this
Agreement as though they are as contended by gkkworks or Owner. Subcontractor
shall not be entitled to additional compensation for work it contends is outside the scope
of this Agreement unless and until the dispute is resolved in its favor.
4.8
REQUIREMENTS FOR FINAL PAYMENT.
As a condition precedent to
gkkworks obligation to make final payment, Subcontractor shall:
a)
Submit an affidavit, under penalty of perjury, that all payroll, payroll taxes,
fringe benefits, bills for material and equipment, and other indebtedness
connected with Subcontractors work for which Owner, gkkworks, or
gkkworks surety might in any way be liable, have been paid or otherwise
satisfied;
b)
Submit a Conditional Waiver and Release upon Final Payment, in a form
acceptable to gkkworks and executed by an authorized representative of
Subcontractor;
c)
Submit Unconditional Waivers and Releases upon Final Payment, in a
form acceptable to gkkworks and signed by an authorized representative of
each sub-subcontractor, material supplier, or other entity that provided any labor,
material, or equipment to Subcontractor for use in performing Subcontractors
work;
d)
Submit the consent of Subcontractors surety to final payment, if
required;
e)
Comply with all required close-out procedures to the satisfaction of
gkkworks and Owner; and
f)
Submit any other information or documents requested by Owner or
gkkworks in a form designated by gkkworks or Owner.
Within ten (10) days of Subcontractors receipt of final payment, it shall provide to
gkkworks an Unconditional Waiver and Release Upon Final Payment, in a form
acceptable to gkkworks.
4.9
FINAL PAYMENT. Provided Subcontractor is not in default under this
Agreement; there is no dispute between Subcontractor and gkkworks or gkkworks
and Owner regarding Subcontractors work; Owner and, if necessary, the Architect,
have accepted the Project; and gkkworks has received Owners release of all claims
related to Subcontractors work except for unsettled liens or stop notices, latent
defects, noncompliance with the Contract Documents, or warranty work, final payment
shall be made no more than ten (10) calendar days after gkkworks receipt from Owner
of payment for Subcontractors work.
4.10 WAIVER OF CLAIMS. Subcontractors acceptance of final payment shall
constitute a waiver of any and all claims by Subcontractor against gkkworks, Owner,
and the Architect/Engineer(s).
4.11 TIMING OF PAYMENTS IN THE EVENT OF DISPUTE OR NONPAYMENT BY
OWNER. If Owner or other responsible party delays making or refuses to make any
payment to gkkworks from which payment to Subcontractor is to be made, gkkworks
and its sureties (where applicable) shall have a reasonable time to make payment to
Subcontractor of any amount actually due and owing to Subcontractor. Reasonable
time shall be determined according to all relevant circumstances but in no event shall
be less than the time required by gkkworks, gkkworks sureties, and/or
Subcontractor to pursue to conclusion their legal remediesincluding but not limited to
mechanics lien remedies, mediation, arbitration or suitagainst the Owner or other
responsible party.
If Subcontractor is a substantial or significant contributor to Owners or other
responsible partys nonpayment of any sum, Subcontractor shall be responsible for the
cost of gkkworks collection efforts and any consequential losses or damages incurred
by gkkworks resulting from such nonpayment. gkkworks costs of collection and
consequential losses or damages may be used as an offset against any sum owed to
Subcontractor.
4.12 WITHHOLDING. gkkworks may withhold amounts (hereinafter Withheld
Amounts) otherwise due under the Subcontract Documents or under any other contract
between gkkworks and Subcontractor to cover any costs or liability gkkworks has
incurred or may incur for which Subcontractor may be responsible and gkkworks is
hereby empowered to withhold from the Subcontractor an amount or amounts, at
gkkworks sole discretion, which is necessary to complete the entire Subcontractors
work, or any part thereof, and to pay and fully discharge any claims or liens arising out
of the Subcontractors work. The Withheld Amount shall be deducted from the
Subcontract Price then unpaid. gkkworks reserves the right to pay sub-subcontractors
by joint check or otherwise without the prior consent of Subcontractor.
No funds relating to Subcontractors portion of any Withheld Amount shall be due or
payable until the full extent of gkkworks costs, losses and damages has been
determined.
SECTION 5 CHANGES TO SUBCONTRACTORS WORK

5.1
CHANGE ORDER PROCEDURE.
gkkworks may order or direct changes,
additions, deletions or other revisions to Subcontractors work without invalidating this
Agreement. The change order process is initiated by gkkworks issuance of a Request
for Proposal (RFP) to Subcontractor. It is Subcontractors responsibility to provide
a timely response. If Subcontractor fails to respond by the due date, Subcontractor
agrees that gkkworks may consider any changed or additional work to be at no cost
and require no extension of time. If Subcontractor fails to respond by the due date,
Subcontractor agrees that gkkworks may determine the credit amount to be provided
by Subcontractor for any work deleted from this Agreement.
It is Subcontractors responsibility to obtain a Change in Condition (CIC) number
from gkkworks before starting any change order work. All cost proposals, change
order requests, time sheets, extra work orders, Daily Work Reports, and other similar
documents must reference the CIC number. Documents submitted without the
appropriate CIC number will not be accepted.
5.2
DIRECTED IN WRITING. No changes, additions, deletions, or other revisions to
Subcontractors work shall be valid unless made in writing. If Subcontractor
performs additional work or revises its work without written direction from gkkworks,
Subcontractor shall not be paid for any additional labor or materials.
5.3
PRICE ADJUSTMENTS. If necessary, the Subcontract Price stated in Section
3 and the time for Subcontractors performance shall be adjusted. The value of the
change order shall be determined by one of the following methods:
5.3.1 Lump Sum Amount. Both parties may agree to a lump sum amount at
any time. Unless the parties agree to a lump sum price before
Subcontractor commences change order work pursuant to a written
directive, then Subcontractor shall prepare and maintain Daily Work
Records pursuant to section 5.3.2.1.
5.3.2 Time and Materials.
If the parties are unable to agree to a lump sum
amount, then compensation shall be made on a time and materials basis. The
parties may agree on a not to exceed price. The amount of the change order
shall include all allowable costs and mark-ups as specified herein.
Subcontractor shall comply with the following requirements:
5.3.2.1
Daily Work Records. With respect to work performed on a time

and materials basis, Subcontractor shall prepare a Daily Work
Report each day that change order work is performed. The Daily
Work Report shall include: the name and classification of each
employee performing change order work and number of hours
spent performing change order work; the identity of all materials
purchased for and consumed in the change order work; and all
equipment used to perform the change order work. Subcontractor
must obtain gkkworks superintendents signature on each Daily
Work Report indicating agreement with the hours worked, materials
consumed, and equipment used for the change order work. The
superintendents signature shall not be deemed to be approval of
the costs claimed by Subcontractor.
5.3.2.2
Actual Costs. Subcontractor shall apply each employees actual

hourly wages to the labor hours documented on the Daily Work
Report. Subcontractor may charge its actual costs for employer
taxes, fringe benefits, and insurance, based on the number of hours
of labor attributed to the change order work. Subcontractor shall
indicate the actual costs for materials consumed. Equipment costs
shall be billed at the then prevailing Equipment Rental Rates as
established by the Blue Book for Construction Equipment published
by DataQuest, with all rental costs to be determined by dividing the
monthly rental rate by twenty-two (22) to determine the daily rental
rate and the daily rental rate by eight (8) to determine the hourly
rental rate.
5.3.2.3
Subcontractor T&M Change Order Request. Upon completion of

the change order work, or as requested by gkkworks,
Subcontractor shall submit a time and material change order
accounting that shall detail the labor, materials, and equipment
charges as well as applicable mark-ups allowed by the Prime
Contract Documents. Subcontractor shall attach copies of all
Daily Work Reports signed by gkkworks superintendent, as well
as supporting documentation for all material and equipment costs.
gkkworks may request additional documentation, if deemed
necessary to verify the quantity and costs of labor, materials, or
equipment.
5.3.2.4
Timely Performance. Once Subcontractor receives gkkworks

written direction, Subcontractor is solely responsible for timely
performance of the work as changed by the written direction.
5.3.2.5
Deductive Change Orders.

Subcontractor shall supply
gkkworks with all documentation necessary to substantiate the
amount of the deduction from the Subcontract Price. In the event
gkkworks and Subcontractor cannot agree on the amount of the
deduction, then Subcontractor shall comply with the requirements
of Section 12, Claims.
5.5
EFFECT ON BOND. No change, alteration or modification to or deviation from
this Agreement, Subcontract Documents, Prime Contract Documents, including the
plans and specifications, whether made in the manner provided for in this provision or
not, shall release or exonerate, in whole or in part, any bond or surety given in
connection with this Agreement and no notice of any such change, alteration,
modification, or deviation need be given to such surety.
SECTION 6 SCHEDULE OF WORK

6.1
TIME IS OF ESSENCE. Time limits stated in the Subcontract Documents are of
the essence of this Agreement. By executing this Agreement, Subcontractor confirms
that the contract time is sufficient for performing Subcontractors work.
6.2
SCHEDULE OF WORK. gkkworks shall have complete control of the premises
on which the work is to be performed and shall have the right to decide the time and
order in which the various portions of the work are to be performed, including the
relative priority of the work of Subcontractor and other subcontractors. A preliminary
Schedule of Work is attached as Exhibit DSchedule of Work and incorporated herein.
gkkworks shall revise the Schedule of Work as work progresses.
6.3
SUBCONTRACTORS RESPONSIBILITIES: Subcontractor shall commence
work within five (5) calendar days of gkkworks notice to proceed. Subcontractor
shall promptly provide gkkworks with scheduling information when requested.
Subcontractor acknowledges and agrees that, while gkkworks will attempt to
accommodate Subcontractors scheduling information, Subcontractor is bound by the
Schedule of Work and all revisions thereto. Subcontractor further acknowledges and
agrees that it shall be Subcontractors responsibility to ensure that it has the latest
revision of the Schedule of Work at all times, a copy of which will be available at
gkkworks jobsite office or upon request. Should Subcontractor delay the work of
gkkworks or any other contractor or subcontractor, it shall, without additional
compensation, accelerate the work as gkkworks may direct until Subcontractors
work is in accordance with the applicable Schedule of Work.
Subcontractor shall diligently staff the project with sufficient labor, equipment and
materials and perform its work promptly and efficiently. Subcontractor shall not delay
the progress of gkkworks work or the work of any other subcontractor. If, in the
opinion of gkkworks, Subcontractor falls behind in the progress of the work through
no fault of gkkworks, Owner, or another subcontractor, then gkkworks may direct
Subcontractor to take such steps as gkkworks deems necessary to improve the
progress of the work to gkkworks satisfaction. If directed to do so by gkkworks,
Subcontractor shall, at no cost to gkkworks, increase the number of employees, work
multiple shifts, work overtime, increase equipment usage, work weekends, and any
other remedies that may, in the opinion of gkkworks, be required to mitigate delay.
6.4
OVERTIME.
Subcontractor acknowledges that gkkworks may direct
Subcontractor to work overtime. If overtime operations are required due to delays
caused by Subcontractor, then Subcontractor shall work overtime without additional
10
compensation. If overtime is required for any reason not the fault of Subcontractor,
then gkkworks shall reimburse Subcontractor the actual premium time costs.
6.5
CONTRACTORS REMEDIES FOR DELAY. In the event Subcontractor fails to
perform its work as directed by gkkworks and in accordance with the Schedule of
Work, Subcontractor shall reimburse gkkworks for all damages resulting from the
delay including but not limited to liquidated damages assessed by Owner ($_____ per
day), gkkworks increased jobsite and home office costs, and any amounts paid to
other contractors, subcontractors or material suppliers as a result of Subcontractors
delay.
6.6
SUBCONTRACTORS REMEDIES FOR DELAY.
If the progress of
Subcontractors work is delayed without the fault or responsibility of Subcontractor,
then the time for Subcontractors work shall be extended by change order to the extent
obtained by gkkworks from Owner and the Schedule of Work shall be revised
accordingly. Subcontractors sole and exclusive remedy for delay shall be an
extension of time for performance of Subcontractors work unless gkkworks obtains
damages or additional compensation from Owner or from any person not a party to this
Agreement and has actually received said damages or compensation.
SECTION 7 SUBCONTRACTORS PERFORMANCE

7.1
CERTIFICATION OF ABILITY TO PERFORM. Subcontractor shall provide a
list of proposed sub-subcontractors and suppliers and will be responsible for timely
taking field measurements, providing tests (as required by the Subcontract Documents),
ordering material, and performing all other acts required to comply with the Schedule of
Work. Subcontractor certifies that it has the necessary resources to execute this
Agreement properly and without delay, as required by gkkworks.
7.2
SUBCONTRACTORS AUTHORIZED REPRESENTATIVE(S). Subcontractor
shall designate one or more persons satisfactory to gkkworks and with authority to act
for Subcontractor as Subcontractors representative on-site and off-site. Such
authorized representative(s) shall be the only person(s) to whom gkkworks shall issue
instructions, orders or directions, except in an emergency. Should gkkworks or Owner
find Subcontractors representative(s) to be unsatisfactory, Subcontractor shall
promptly replace the representative(s).
7.3
CONTRACTORS AUTHORIZED REPRESENTATIVE(S).
gkkworks shall
designate one or more persons who shall be gkkworks authorized representative(s)
on-site and off-site. Such authorized representative(s) shall be the only person(s) to
whom Subcontractor shall look, or from whom Subcontractor shall accept,
instructions, orders, or directions, except in an emergency.
7.4
DISCIPLINE AND GOOD ORDER. Subcontractor shall enforce strict discipline
and good order among Subcontractors employees and other persons carrying out
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Subcontractors work. Subcontractor shall not employ, or permit employment of,

unfit persons or persons not skilled in the tasks assigned to them.
7.5
DRUG-FREE WORK PLACE. Subcontractor shall maintain a drug-free
workplace and shall provide gkkworks with a copy of Subcontractors written policy
prohibiting the unlawful manufacture, distribution, dispensing, possession, or use of
controlled substances at the project site.
7.6
NON-DISCRIMINATION. Subcontractor shall not discriminate in hiring, firing,
promotion, or training against any person on account of age, race, religion, national
origin, disability, sexual orientation, gender, or gender identity.
7.7
SAFETY. Subcontractor agrees that the prevention of accidents to persons
engaged upon or in the immediate work area is solely its responsibility. Subcontractor
shall, at its own cost and expense, protect its own employees, employees of gkkworks,
and all other persons from risk of death, injury or bodily harm arising out of or in any
way connected with the work to be performed under this Agreement.
Subcontractor shall comply with all laws, ordinances, rules, regulations, codes, orders,
and requirements concerning safety now in force or hereafter in effect, including but not
limited to all laws regarding Occupational Health and Safety Regulations, the handling
and storage of hazardous materials, accident prevention, and safety equipment and
practices. It is the responsibility of Subcontractor to prove such compliance to
gkkworks.
Subcontractor shall indemnify and hold harmless gkkworks from any liability, loss,
cost, damage, or expense, including attorneys fees, which gkkworks may suffer or
incur as a result of any cause of action, proceeding, citation, or work stoppage arising
out of or in any way connected to an alleged violation by Subcontractor of any safety
order, rule, regulation, or requirement, whether or not such violation is ultimately proven.
If, in the opinion of gkkworks, any of Subcontractors employees are engaging in any
unsafe act, Subcontractors management will be promptly notified and shall
immediately remedy the unsafe conduct. If not properly remedied in a timely manner,
gkkworks may take remedial action, including withholding payments, removal of
Subcontractor from jobsite, and termination of this Agreement.
Subcontractor shall designate one person to be the safety coordinator. This person
shall be knowledgeable with the industry, standard safety practices, gkkworks and
Subcontractors safety procedures. Subcontractor is required to comply with
gkkworks Safety Plan and Project Work Rules listed in Exhibit E. Non-compliance
will result in termination of this Agreement. Any injury to any of Subcontractors
employees shall be reported to gkkworks in writing within 24 hours of the injury.
Subcontractor shall hold weekly safety meetings for all of its workers at the project site
and shall provide written confirmation thereof to gkkworks using an approved form.
When so ordered, Subcontractor shall stop any part of the work that gkkworks deems
12
unsafe until corrective measures satisfactory to gkkworks have been taken.

Subcontractor shall promptly submit copies of all accident and injury reports to
gkkworks.
7.8
ENVIRONMENTAL PROTECTION. The environment shall be protected at all
times and Subcontractor, its sub-subcontractors, and its employees shall abide by all
federal and state environmental laws and regulations. If recycling is required by the
Subcontract Documents, Subcontractor shall recycle appropriate materials in
coordination with gkkworks project staff.
7.9
USE OF HAZARDOUS SUBSTANCES. If hazardous substances of a type for
which an employer is required by law to notify its employees will be, or are being, used
on the site by Subcontractor, its sub-subcontractors, or anyone directly or indirectly
employed by them, Subcontractor shall, prior to delivery of the material give written
notice of the chemical composition of each such hazardous substance to gkkworks in
sufficient detail and time to permit compliance with all applicable laws by gkkworks,
other subcontractors, Owner, and any other employers on site.
7.10 DISCOVERY OF HAZARDOUS SUBSTANCES AT SITE. If Subcontractor
encounters a hazardous substance or material, including but not limited to asbestos or
polychlorinated biphenyl (PCB), at the site, Subcontractor shall immediately stop work
in the affected area and report the condition to gkkworks in writing. When all
hazardous materials have been rendered harmless and upon receipt of written directive
from gkkworks, Subcontractor may resume work in the affected area. Subcontractor
shall not use asbestos or PCB, or materials containing those substances, in the
performance of its work except with written approval by gkkworks, Owner, and the
Architect/Engineer.
7.11 SHOP DRAWINGS, SAMPLES, AND AS BUILT DRAWINGS. Within two (2)
weeks of receipt of gkkworks letter of intent , or as agreed upon by gkkworks in
writing, Subcontractor shall prepare and submit to gkkworks all shop drawings,
samples, specimens, or other data necessary to completely describe Subcontractors
work and as required by the Subcontract Documents. Approval of such shop drawings,
samples, specimens, or other data by gkkworks, Owner, or the Architect shall not
relieve Subcontractor of its responsibility to perform Subcontractors work in strict
accordance with the Subcontract Documents or of its responsibility for the proper
matching and fitting of Subcontractors work with contiguous work. Subcontractor
shall also furnish all information required for the coordination of Subcontractors work
with the work of other trades. Subcontractor shall be responsible for preparing all asbuilt drawings pertaining to Subcontractors work and as required by the Subcontract
Documents.
7.12 SUBSTITUTIONS. Requests for substitution of material will be allowed only if
permitted by the Prime Contract Documents. Requests for substitution must be
submitted in the format specified by the Subcontract Documents and submitted to
gkkworks no later than the time specified within the contract documents, or they may
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be returned without review. Subcontractor acknowledges that the Architect may

charge to review requests for substitution, whether approved or rejected.
Subcontractor shall indemnify gkkworks for any increased costs incurred by
gkkworks as a result of such substitutions, whether or not Subcontractor has obtained
approval thereof.
7.13 LAYOUT RESPONSIBILITY AND LEVELS. gkkworks shall establish principal
axis lines for the structure(s) and site, which Subcontractor shall use to lay out its
work. Subcontractor shall be strictly responsible for the accuracy of Subcontractors
work and for any loss or damage to gkkworks or others by reason of Subcontractors
failure to correctly lay out or perform its work. Subcontractor shall perform its work to
ensure that actual final conditions and details result in perfect alignment of finish
surfaces.
7.14 PLAN INCONSISTENCY AND CONTIGUOUS WORK. Subcontractor shall
bring any uncertainty or inconsistency in or between the plans, specifications, or other
Subcontract Documents to the attention of gkkworks in writing and within three (3)
working days of Subcontractors discovery thereof. Subcontractor shall not proceed
with any work affected by the uncertainty or inconsistency until directed to do so by
gkkworks.
gkkworks shall resolve the uncertainty or inconsistency and
Subcontractor shall perform the work as directed by gkkworks.
Before proceeding with its work, Subcontractor shall inspect the correctness of
contiguous or adjacent work installed by others. The failure to detect or report
discrepancies shall constitute acceptance thereof and will preclude recovery by
Subcontractor of any resulting cost, expense, or damage.
If Subcontractor finds the work performed by others to be unacceptable, or determines
that it way or will cause Subcontractors work to be unacceptable, Subcontractor
shall notify gkkworks in a timely manner so as not to delay the progress of the Project
but in no event more than twenty-four (24) hours from discovery.
7.15 PROTECTION OF THE WORK, MATERIALS, AND EQUIPMENT.
Subcontractor shall take all necessary precautions to properly protect
Subcontractors work and the work, materials, and equipment of others from damage
caused by Subcontractors operations.
Subcontractor shall have the sole
responsibility for the proper storage and protection of its materials, tools, and equipment
stored at the site. Any loss resulting from damage, theft, or other casualty prior to the
incorporation of such materials into the work and acceptance thereof by gkkworks and
Owner shall be borne by Subcontractor. Should Subcontractor cause damage to the
work or property of Owner, gkkworks, or others, Subcontractor shall promptly remedy
such damage to the satisfaction of gkkworks.
7.16 COOPERATION WITH OTHERS.
Subcontractor shall cooperate with
gkkworks, other subcontractors, and Owners own forces or other contractors, whose
work might interfere with Subcontractors work. Subcontractor shall participate in the
14
preparation of coordinated drawings in areas of congestion, if required to prevent

conflicts with the requirements of other subcontractors, gkkworks, or Owners own
forces or other contractors. Subcontractor shall, at all times allow access to its work
by other subcontractors, gkkworks, Owner, and Owners contractors. Subcontractor
shall allow early occupancy of areas that are completed prior to completion of the entire
Project.
7.17 INSPECTION. When any portion of Subcontractors work is ready for
inspection, Subcontractor shall notify gkkworks in writing, on approved forms, in
sufficient time to allow gkkworks to notify the inspecting authorities that the work is
ready for inspection. Failure to properly and timely provide notice of, or receive,
required inspections is not cause for an extension of time. Subcontractor shall at all
times furnish gkkworks, Owner, or their representatives with adequate facilities for
inspecting materials at the site or at any place where materials under this Agreement
may be in the course of preparation, processing, manufacture or treatment. gkkworks
may be present at any inspection.
7.18 CLEAN-UP. Subcontractor shall follow gkkworks clean-up directions and
shall at all times keep the Project free from debris and unsafe working conditions arising
from Subcontractors work. At the end of each day, Subcontractor shall consolidate
its debris at a place designated by gkkworks and shall remove its debris from the job
site immediately upon completion of each phase of Subcontractors work or as
directed by gkkworks. Subcontractor is to leave all areas where it is performing work
in broom clean condition at the end of each work day.
7.19 LABOR RELATIONS. Subcontractor shall take reasonable steps to prevent
the occurrence of any strike, slowdown, or other labor difficulty or dispute arising out of
the presence of Subcontractor at the job site or from any other activities of
Subcontractor. Subcontractor is obligated to perform its work without interruption or
delay in the event of picketing or any other labor dispute, whether or not the picketing or
labor dispute involves Subcontractor. If a picket line is put in place, gkkworks may
set up an alternate gate for Subcontractors use. If an alternate gate is established,
Subcontractor shall ensure that its employees, personnel, visitors, and suppliers utilize
the gate designated for Subcontractor. Should interruption or delay occur that is within
the control of Subcontractor to prevent, Subcontractor shall be responsible for any
damages, delays, or costs incurred by gkkworks.
7.20 WARRANTY.
Subcontractor warrants all materials, equipment, and
workmanship provided under this Agreement for a period of one (1) year or such longer
period as may be provided in the Subcontract Documents or by the equipment
manufacturer or supplier. Subcontractor warrants to gkkworks and Owner that
materials and equipment furnished under this Agreement will be of good quality and
new unless otherwise required or permitted by the Subcontract Documents, that
Subcontractors work will be free from defects not inherent in the quality required or
permitted, and that Subcontractors work will conform to the requirements of the
15
Subcontract Documents. Subcontractor shall furnish satisfactory evidence as to the

kind and quality of materials and equipment, if requested by gkkworks to do so.
Work not conforming to these requirements, including substitutions not properly
approved and authorized, may be considered defective. Subcontractor shall promptly
amend and make good any defective materials, equipment, or workmanship to the
approval and acceptance of Owner, gkkworks, or Owners representative.
If Subcontractors work includes roofing, waterproofing, gravel stops, flashing, or
counter flashing, Subcontractor agrees to guarantee that roofing, waterproofing,
gravel stops, flashing, and counter flashing shall remain in a water tight conditions for
the number of years specified in the Prime Contract Documents or, in any case, not less
than two years. If the waterproof system or roof leaks, Subcontractor agrees to
immediately make all necessary permanent repairs to produce a water tight condition.
Subcontractor shall repair all damage caused by leaks at its own expense
Subcontractor shall reimburse gkkworks for any costs incurred to repair water
damage to the walls, ceilings, fixtures, furnishings, paintings, or decorations caused by
the leaks. Subcontractor shall remove and replace any work necessary to gain access
to the roofing or waterproof membranes being maintained or repaired.
If Subcontractors work includes plumbing, heating, air conditioning, electrical, fire
sprinkler, or process piping, Subcontractor guarantees the piping or conduit system
installed by Subcontractor to be water tight. Subcontractor shall repair all damage
caused by leaks at its own expense. Subcontractor shall reimburse gkkworks for any
costs incurred to repair water damage to the walls, ceilings, fixtures, furnishings,
paintings, or decorations caused by the leaks. Subcontractor shall remove and replace
any work necessary to gain access to the plumbing, heating, air conditioning, electrical,
fire sprinkler, or process piping being repaired or maintained.
If Subcontractors work includes glass or glazing, curtain or window wall, or store front,
Subcontractor guarantees the glass, glazing, curtain or window wall installed by
Subcontractor to be water tight. Subcontractor shall repair all damage caused by
leaks at its own expense. Subcontractor shall reimburse gkkworks for any costs
incurred to repair water damage to the walls, ceilings, fixtures, furnishings, paintings, or
decorations caused by the leaks. Subcontractor shall remove and replace any work
necessary to gain access to the glass, glazing, curtain or window wall being maintained
or repaired.
7.21 PROJECT TO BE KEPT FREE OF LIENS. Subcontractor shall promptly pay
all subcontractors, suppliers, and others from each progress payment received by
Subcontractor. In the event a subcontractor, sub-subcontractor, material supplier,
labor union trust fund, U.S. Department of Labor, or other person or entity shall file or
record a mechanics lien or stop notice, Subcontractor shall, within two (2) working
days of receipt of notice of said lien or stop notice, provide a release of the stop notice
or post a release bond. If the lien or stop notice is not released or a release bond
16
posted as described gkkworks can provide such a bond and backcharge Subcontractor
for the premium.
7.22 CONTRACTORS RIGHT TO ASSURANCES. gkkworks shall have the right at
all times to contact Subcontractors subcontractors, suppliers, and, if applicable, union
trust funds to verify that they are being paid by Subcontractor for labor or materials
furnished for use in Subcontracts work. If it appears that labor, material, fringe
benefits, or other costs incurred in the performance of Subcontractors work are not
being paid when due, gkkworks may take whatever steps its deems necessary to
insure that progress payments will be utilized to pay such costs, including but not limited
to the issuance of joint checks payable to the claimant.
When requested by gkkworks, Subcontractor shall furnish to gkkworks a verified and
itemized statement showing the names and addresses of all entities who have furnished
or may furnish labor, materials, and/or equipment for use by Subcontractor in
performing its work, or to which fringe benefit payments are made under a collective
bargaining agreement, together with the amount due or to become due for such work.
However, gkkworks has no obligation to verify any payments by Subcontractor.
7.23 ROYALTIES, PATENTS AND COPYRIGHTS. Subcontractor shall pay all
royalties and license fees, shall defend suits or claims for infringement of copyrights and
patent rights, and shall hold gkkworks and Owner harmless from loss on account
thereof. Subcontractor shall not be responsible for such defense or loss when a
particular design, process or product of a particular manufacturer is required by the
Subcontract Documents or where the copyright violations are contained in the
Subcontract Documents.
7.24 SIGNS. Subcontractor shall not place any signs on any portion of any building,
property, or fence without prior written authorization from gkkworks.
SECTION 8 CONTRACTORS RECOURSE

8.1
NOTICE TO CURE. If, in the opinion of gkkworks, Subcontractor is in breach
of any provision of this Agreement, gkkworks may present a Notice to Cure, identifying
the breach. Subcontractor shall commence and continue satisfactory correction of
such breach with diligence and promptness within forty-eight (48) hours after service of
written notice to Subcontractor or Subcontractors authorized representative. The
Notice to Cure may be served personally, by fax, or electronic mail to Subcontractor.
In the event of an emergency affecting person or property, gkkworks may take any and
all actions it deems necessary, without notice to Subcontractor.
8.2
FAILURE TO CURE BREACH. If Subcontractor fails to commence work to
cure a breach of this Agreement within forty-eight (48) hours of service of a Notice to
Cure, gkkworks may, without prejudice to any other rights or remedies, and at its sole
option, do any or all of the following:
17
a)
Furnish such labor, material, equipment, and other facilities, either directly
or through one or more subcontractors, as gkkworks deems necessary to
complete or correct Subcontractors work, or any part thereof;
b)
Withhold payment of any monies due Subcontractor under this

Agreement pending corrective action to the extent required by and to the
satisfaction of gkkworks; or
c)
Terminate this Agreement and complete the work itself or cause the work
to be completed by others. gkkworks may take immediate possession of
all of Subcontractors material, supplies, tools, appliances, and
equipment at the job site and use same without payment of rent or other
compensation to Subcontractor or liability to Subcontractor for any
damages arising from said use unless resulting from gross negligence or
willful destruction by gkkworks. Any unused material, supplies, tools,
appliances, and equipment remaining after Subcontractors work is
completed will be returned to Subcontractor.
8.3
COSTS TO COMPLETE OR CORRECT WORK. Subcontractor and, if
applicable, Subcontractors surety, agree to pay gkkworks for the cost of labor and
materials to complete Subcontractors scope of work, plus 10% for field overhead and
15% for home office overhead and fee, to the extent that the costs exceed the
subcontract amount.
8.4
DAMAGES/OFFSETS. With respect to any damages sustained by gkkworks by
reason of Subcontractors breach of this Agreement, including costs to respond to any
mechanics lien or stop notice claim, and with respect to any costs, expenses, or other
amounts owing by Subcontractor to gkkworks, gkkworks shall be entitled to deduct
the same from any payments due or to become due to Subcontractor under this or any
other subcontracts or agreements between Subcontractor and gkkworks. If any
damages, costs, expenses, claims, or other amounts owed by Subcontractor to
gkkworks shall exceed the unpaid balance of the Subcontract Price, gkkworks shall
be entitled to offset such excess against any funds in gkkworks possession owed to or
claimed by Subcontractor or against any sums now or then due or becoming due
Subcontractor from any source whatsoever. Subcontractor shall be liable for the
payment of any amount due gkkworks in excess of the amounts due, or to become
due, to Subcontractor.
8.5
SUBSTITUTION OF SUBCONTRACTOR WITH CONSENT OF PUBLIC
ENTITY (PUBLIC WORKS PROJECTS ONLY): If gkkworks obtains the permission of
the Owner of a public works project to remove Subcontractor pursuant to any
applicable statute, the determination by Owner that legal grounds exist for the removal
of Subcontractor and substitution of a new subcontractor shall be binding on
Subcontractor and Subcontractor waives any claims that Subcontractor may have,
or claim to have, against gkkworks for breach of this Agreement, or the improper,
18
unjustified, or wrongful removal of Subcontractor from the Project. Subcontractors

sole and exclusive remedy for removal from the Project, when made with the permission
of Owner, shall be an appeal, writ, or other legal remedy seeking to overturn Owners
determination that legal grounds exist for Subcontractors removal from the Project.
8.6
BANKRUPTCY. Upon a receiver for Subcontractor being appointed, upon
Subcontractor making an assignment for the benefit of creditors, upon Subcontractor
seeking protection under the Bankruptcy Code, upon Subcontractors creditors placing
Subcontractor into an involuntary bankruptcy, or upon Subcontractor committing any
other act evidencing insolvency, gkkworks may, to the extent legally permissible,
terminate this Agreement upon giving three (3) working days written notice, by certified
mail, to Subcontractor and its surety, if any. If an order for relief pertaining to
Subcontractor is entered under the Bankruptcy Code, gkkworks may terminate this
Agreement by giving forty-eight (48) hours written notice, by certified mail, to
Subcontractor, its trustee, and its surety, if any, unless Subcontractor, the surety, or
the trustee: promptly cures all defaults; provides adequate assurances of future
performance; compensates gkkworks for all damages, costs, and expenses resulting
from such default(s); and assumes the obligations of Subcontractor within the statutory
time limits.
If Subcontractor is not performing in accordance with the Schedule of Work at the time
an order for relief is entered, gkkworks may avail itself of any and all such remedies
that are reasonably necessary to maintain the Schedule of Work while waiting for the
Subcontractor, its trustee, or its surety, if any, to accept or reject this Agreement and to
provide adequate assurances of future performance.
SECTION 9 TERMINATION OR SUSPENSION

9.1
PRIME CONTRACT NOT EXECUTED. If this Agreement is executed before the
award of the Prime Contract by Owner to gkkworks and Owner or gkkworks fail to
execute the Prime Contract, this Agreement shall be null, void, and of no legal effect.
9.2
TERMINATION FOR CAUSE. If Subcontractor at any time shall refuse or
neglect to supply sufficient properly skilled workmen, or materials or equipment of the
proper quality and quantity, or fail in any respect to prosecute Subcontractors Work
with promptness and diligence, or cause by any action or omission the stoppage or
interference with the work of gkkworks or other subcontractors, or fail in the
performance of any of Subcontractors duties, responsibilities, or obligations herein
contained, or be unable to meet its debts as they mature, gkkworks may at its option
terminate this Agreement for cause at any time after serving written notice of such
default with direction to cure in a specific period, but not less than two (2) working days.
Subcontractors failure to cure the default will terminate Subcontractors employment,
and gkkworks shall deliver written notice of termination to Subcontractor.
19
9.3
TERMINATION FOR CONVENIENCE. Notwithstanding any other provision of
this Agreement, gkkworks reserves the right to terminate this Agreement for
gkkworks convenience, without cause. If so terminated, Subcontractor shall be
entitled to the following costs and no others: cost of work actually completed in
conformity with the requirements of this Agreement and the Subcontract Documents;
quantifiable costs actually incurred by Subcontractor in connection with the work
performed by Subcontractor; plus an amount overhead and profit NOT to exceed
fifteen percent (15%) of all costs.
9.3
SUSPENSION OR TERMINATION BY OWNER. Should Owner suspend or
terminate the Prime Contract or if gkkworks suspends work, or any part that includes
Subcontractors work, under the Prime Contract due to Owners failure to comply with
the Prime Contract, or for any cause not the fault of gkkworks, then Subcontractor
shall immediately discontinue work upon written order from gkkworks. Subcontractor
shall proceed with such work when ordered to do so by gkkworks. If the Prime
Contract is terminated and the work or any part of Subcontractors work is not to be
completed, this Agreement shall be terminated.
If Owner suspends or terminates the Prime Contract, or a part that includes
Subcontractors work, gkkworks liability to Subcontractor is limited to the extent of
gkkworks recovery on Subcontractors behalf under the Prime Contract.
SECTION 10
INSURANCE AND BONDS
[INSTRUCTIONS
REVIEW OWNER CONTRACT AND OTHER CONTRACT

DOCUMENTS FOR MORE STRINGENT REQUIREMENTS THAN THOSE SET FORTH
BELOW. IF OCIP OR CCIP INSERT THE FOLLOWING 10.1A AND 10.1B AND 10.1C.]
10.1A PROJECT SPECIFIC INSURANCE REQUIREMENTS. Owner or gkkworks

may provide certain project specific insurance requirements pursuant to either an
Owner Controlled Insurance Program (OCIP) or Contractor Controlled
Insurance Program (CCIP). Limits and coverage for the OCIP and CCIP will be
provided under a separate Exhibit G-1 that will be added as an attachment to this
Agreement and incorporated by reference into this Agreement. Such insurance
coverage will only apply to work performed at the Project Site as provided in the Exhibit.
Subcontractor shall provide Professional Liability Insurance to the extent required
under this Section 10 of this Agreement. Subcontractor will be obligated to provide the
types and limits of insurance coverage as required of Subcontractor in the Exhibit for
offsite insurance coverage or if the Subcontractor is not enrolled in the OCIP or CCIP
program. Additionally, the additional insured requirements as set forth in paragraph
10.1B below will be adhered to in all instances except if superseded by the OCIP or
CCIP requirements as set forth in the Exhibit. Except wherein specific requirements are
set forth by a project specific OCIP or CCIP, the requirements of Section 10 of the
Subcontract will apply to all Subcontractors.
20
10.1B ADDITIONAL INSURED. gkkworks and the Owner shall be added as

additional insureds, together with any other entities required by the Subcontract
Documents to be named as additional insureds, under Subcontractors Commercial
General Liability Policy, including Completed Operations Insurance and Commercial
Automobile Insurance Policy to insure them, and coverage under such Policies shall be
primary and not contributing to gkkworks, the Owners, and the others as noted above.
Commercial General Liability, Automobile Liability and Workers Compensation/
Employers Liability policies shall contain endorsements waiving all rights of subrogation
against all Additional Insured where allowable by law. The Commercial General Liability
Policy additional insured coverage shall be provided on ISO Endorsement Form CG
2010 (11/85) or the combination of CG 20 10 and CG 20 37 or its equivalent, and a
copy of such endorsement shall be attached to the certificate as required under Section
10 of this Agreement.
10.1C DEDUCTIBLES AND SELF-INSURED RETENTIONS. Insurance coverage
required to be provided by Subcontractor pursuant to this Section shall not include
deductibles or Self-Insured Retentions (SIRs) in excess of $100,000. gkkworks
reserves the right to request documentation which supports the Subcontractors ability
to fund applicable deductibles or SIRs.
[INSTRUCTIONS
USE THE FOLLOWING 10.1 BELOW IF NOT AN OCIP OR CCIP.]
10.1 GENERAL INSURANCE REQUIREMENTS.

Subcontractor shall
commence any work until it obtains all insurance required under this Agreement.
not
Subcontractor shall at all times comply with the Insurance Requirements of the Prime
Contract, and no provision set forth in this Agreement may be construed as relieving
Subcontractor of such obligation. It is the intent of this Section 10 to require more, not
less, insurance than that specified in the Prime Contract.
Such insurance will be maintained by Subcontractor at its sole expense with insurance
carriers admitted to do business in __(name of State)__, and having a Financial
Strength Rating of not less than A and a Financial Size Category of not less than VIII
in the most current A.M. Bests Rating Guide for property and casualty insurers. In no
event will such insurance be modified without gkkworks express written consent; and
except as provided in Paragraph 10.5 below, in no event will such insurance be
terminated or allowed to lapse prior to completion of all obligations under this
Agreement. Should Subcontractor fail to comply with any of the requirements set forth
in this Section 10, such failure shall be deemed a material breach of this Agreement
entitling gkkworks to all available legal remedies including but not limited to those set
forth in Section 8.
10.2 EVIDENCE OF INSURANCE. As evidence of the insurance required by this
Section 10, Subcontractor shall deliver to gkkworks, prior to commencement of any
work, a certificate of insurance signed by an authorized agent of Subcontractors
insurance carrier showing that such insurance is in force, The certificate shall be in a
21
form conforming with Exhibit GCertificate of Insurance and shall provide that each of
the policies identified therein shall not be suspended, cancelled, reduced in coverage,
reduced in required limits of liability, reduced in amounts of insurance, or non-renewed
without thirty (30) days notice in writing delivered to gkkworks by registered mail to
gkkworks corporate office at
2235 Main Street, Irvine, California 92614.
Subcontractors insurer(s) failure or refusal to provide the required thirty (30) days
notice, shall not release Subcontractor from this notice provision.
gkkworks has the right to require Subcontractor to submit for gkkworks review a
certified copy of the policy (or policies) identified in the certificate of insurance. Should
any policy expire or be canceled before the termination of all obligations arising under
this Agreement, and Subcontractor fails to immediately procure replacement insurance
as required by this Section 10, then gkkworks reserves the right, but shall have no
obligation, to procure such insurance and to deduct the cost thereof from any sum due
Subcontractor under this Agreement. gkkworks reserves the right to withhold
payment should Subcontractor fail to comply with all the insurance provisions
described in this Section 10.
Should Subcontractor cease to do business and discontinues any insurance required
by Section 10, Subcontractor shall provide gkkworks and Owner written notice not
less than ninety (90) days prior to the discontinuance of coverage.
10.3 DAMAGES. Nothing contained in the insurance requirements of this Section 10
may be construed as limiting the type, quality or quantity of insurance Subcontractor
shall maintain, or the extent of Subcontractors liability for payment of damages
resulting from its operations under this Agreement. The carrying of the insurance as
required herein may not be construed to be a limitation of liability on the part of
Subcontractor.
10.4 WORKERS COMPENSATION INSURANCE. Subcontractor shall maintain
Workers Compensation Insurance including Employers Liability Insurance in the
minimum amounts of $1,000,000 for bodily injury by accident and $1,000,000 for bodily
injury by disease, for all persons whom it employs in carrying out work under this
Agreement. Such insurance shall be maintained in strict conformance with the
requirements of the most current and applicable workers compensation laws.
10.5 COMMERCIAL GENERAL LIABILITY INSURANCE. Subcontractor shall
procure and maintain Commercial General Liability Insurance on an occurrence basis
with deductibles not exceeding $1,000,000 per occurrence. The policy or policies shall
provide not less than $1,000,000 coverage for bodily injury per occurrence and
$1,000,000 coverage for property damage per occurrence. gkkworks and others shall
be named as additional insureds as required by Paragraph 10.7 below, and affording
the following coverages:
a.
b.
Premises and Operations

Independent Contractors
22
c.
d.
e.
f.
g.
Products and Completed Operations specifically covering all

liabilities arising from the work performed under this Agreement for
a period of five (5) years following Final Acceptance of the work by
Owner
Contractual Liability specifically covering the indemnification set
forth in Section 11 of this Subcontract Agreement
Broad Form Liability Endorsement specifically covering work
performed by or on behalf of Subcontractor under this Agreement
Severability of Interest affording separate Liability coverage for
each person or organization insured
Explosion, Collapse and Underground Hazards (X,C,U) Liability
The general liability insurance required by this Section 10.5 may not include a mold
exclusion, nor may it include a prior acts exclusion or prior loss exclusion that reduces,
limits or excludes coverage for any bodily injury or property damage not known by
gkkworks to exist prior to the commencement of the policy period, nor may it include a
cross-suits exclusion that reduces, limits or excludes contractual liability coverage for
the indemnification set forth in Section 11 of this Agreement.
Notwithstanding the required limit of liability per occurrence, the general liability
insurance required by this Section 10.5 may contain an annual general aggregate limit
(for ongoing operations only) of not less than $2,000,000, and a products and
completed operations aggregate limit of not less than $2,000,000, each applicable
solely to the Project which is the subject of this Agreement.
10.6 AUTOMOBILE LIABILITY INSURANCE. Subcontractor shall procure and
maintain owned, hired and non-owned Automobile Liability Insurance covering the
ownership, maintenance, use and entrustment of any and all automobiles, trucks and
other motor vehicles utilized by Subcontractor, its employees or any of their permitees
in connection with any work performed under this Agreement, with a combined single
limit for bodily injury and property damage of not less than $1,000,000 per occurrence.
[INSTRUCTIONS
USE THE FOLLOWING 10.7 (VERSION #1) FOR COLORADO,

KANSAS, MONTANA, NEW MEXICO, OKLAHOMA, OREGON]
10.7 (version 1)
ADDITIONAL INSUREDS.
Subcontractor will procure, with
respect to all of the insurance required by this Section 10, an endorsement or
endorsements naming or otherwise identifying gkkworks and Owner, and their
respective officers, directors, shareholders, agents, representatives, employees,
partners, divisions, subsidiaries, and/or affiliated companies as additional insureds
where Subcontractors insurance coverage will cover Subcontractors additional
insureds for any and all liability caused in whole or in part by the acts of or omissions,
of either the Subcontractor or someone acting on behalf of the Subcontractor, which
is in any way connected to, or arising out of, the performance of, or failure to perform
the work under this Agreement. The form of the additional insured endorsement shall
afford coverage for both ongoing and completed operations.
23
[INSTRUCTIONS
USE THE FOLLOWING 10.7 (VERSION #2) FOR GEORGIA ONLY]
10.7 (version 2)
partners, divisions, subsidiaries, and/or affiliated companies as insureds for any and all
liability, except for the SOLE negligence of gkkworks and Owner, which is in any
way connected to, or arising out of, the performance of, or failure to perform work under
this Agreement. The form of the additional insured endorsement shall be no less than
that provided by ISO Form CO 20 10(11-85 edition) affording coverage for both ongoing
and completed operations.
Each additional insured endorsement must contain the following or equivalent language:
This insurance is primary. Any other insurance maintained by any person or
organization qualifying as an insured under this endorsement shall be excess and noncontributing with this insurance as respects liability arising out of any act or omission of
the named insured or of any person or organization on the named insureds behalf.
[INSTRUCTIONS
USE THE FOLLOWING 10.7 (VERSION #3) FOR ALL OTHER

STATES NOT LISTED ABOVE.]
10.7 (version 1)
partners, divisions, subsidiaries, and/or affiliated companies as insureds for any and all
liability arising out of, or in any way connected to, the performance of, or failure to
perform work under this Agreement. The form of the additional insured endorsement
shall be no less than that provided by ISO Form CO 20 10(11-85 edition) affording
coverage for both ongoing and completed operations.
Each additional insured endorsement must contain the following or equivalent language:
This insurance is primary. Any other insurance maintained by any person or
organization qualifying as an insured under this endorsement shall be excess and noncontributing with this insurance as respects liability arising out of any act or omission of
the named insured or of any person or organization on the named insureds behalf.
10.8 DESIGN BUILD INSURANCE. If this Agreement includes any design or
engineering responsibility by Subcontractor, such as fire sprinklers, curtainwall, firelife-safety, mechanical, electrical, or any other trade for which design build responsibility
has been defined as in Subcontractors scope of work, then separate Professional
Liability or Design Liability coverage must be provided. gkkworks shall determine in its
sole discretion acceptability of such policy and carrier. No payment will be made until
gkkworks receives and approves a Certificate of Insurance providing the coverage
24
required herein. This Professional Liability or Design Liability Insurance shall provide
limits of not less than $2,000,000 per occurrence per year and be maintained for five (5)
years following completion of the Project.
10.9 BUILDERS RISK INSURANCE. If Builders Risk Insurance is provided by
gkkworks or Owner, Subcontractor shall be responsible for all deductibles associated
with its claim(s).
10.10 WAIVER OF SUBROGATION. Subcontractor hereby releases and waives all
rights against gkkworks and Owner, and all other persons for whom a waiver is
required under the Insurance Requirements of the Prime Contract, with respect to
subrogation, and with respect to any loss or damage to any or all of Subcontractors
property, which loss or damage is of the type covered by insurance required to be
maintained under the Subcontract Documents, regardless of any negligence on the part
of any person released.
10.11 PERFORMANCE AND LABOR AND MATERIALS PAYMENT BONDS. Five (5)
days prior to commencing performance, Subcontractor shall furnish Performance and
Labor and Materials Payment Bonds in an amount equal to 100 percent of the
Subcontract Price set forth in Section 3 herein, from a surety and in a form satisfactory
to gkkworks, which shall not cost gkkworks more than the actual cost of the bonds or
1 percent of said Subcontract Price, whichever is less. The bonds are to be executed
by a surety company or companies authorized to execute such bonds in the State of the
location of the Project, which are on the Department of Treasurys Listing of Approved
Sureties, Department Circular 570 (Treasury List), and are acceptable to gkkworks
and be written in favor of gkkworks and the owner. The Bonds furnished shall require
the attorney-in-fact who executes the required bonds on behalf of the surety to affix
thereto a certified and current copy of this power of attorney. gkkworks shall be paid,
as incurred, by the surety the entire cost incurred, including, but not limited to, any legal
and court costs gkkworks incurs in the enforcement of its rights under said bonds. The
cost of the Bonds is included in the Subcontract Agreement.
In the event that Subcontractors surety ceases to fulfill its obligations and contracts
including, but not limited to, being removed form the Treasury List or being adjudged a
bankrupt prior to the completion of this Agreement, Subcontractor shall immediately
furnish another bond, at Subcontractors expense and at no additional cost to
gkkworks, in the full Subcontract Amount, executed by a new surety company on the
Treasury List and acceptable to gkkworks.
SECTION 11
INDEMNIFICATION
11.1 DEFINITIONS. For purposes of this Section 11, Indemnified Parties shall
mean: gkkworks, all subsidiaries, divisions, and affiliated companies of gkkworks, and
all of their representatives, partners, designees, officers, directors, shareholders,
25
employees, consultants, agents, successors, and assigns, and any lender with an
interest in the Project.
For purposes of this Section 11, Claim and Claims shall include any claims,
demands, suits or demands for arbitration of every kind or nature that may arise from or
are alleged to arise from Subcontractors performance or failure to perform pursuant to
this Agreement.
[INSTRUCTIONS
USE THE FOLLOWING 11.2 (VERSION #1) FOR ALASKA, ARIZONA,

ARKANSAS, CALIFORNIA, GEORGIA, HAWAII, IDAHO, INDIANA, MARYLAND,
MICHIGAN, NEW JERSEY, SOUTH CAROLINA, SOUTH DAKOTA, TENNESSEE, VIRGINIA,
AND WEST VIRGINIA . These states do not allow agreements that indemnify a party for
negligence solely attributable to that party]

11.2 (Version 1) EXTENT OF INDEMNIFICATION. TO THE FULLEST EXTENT
PERMITTED BY LAW, SUBCONTRACTOR AGREES TO INDEMNIFY, DEFEND AND
HOLD HARMLESS GKKWORKS, THE OWNER, THE ARCHITECT AND ALL OF
THEIR PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS AND
EMPLOYEES FROM AND AGAINST ALL CLAIMS INCLUDING WITHOUT
LIMITATION, CLAIMS FOR BODILY INJURY, SICKNESS, DISEASE, DEATH, OR
DAMAGE TO OR DESTRUCTION OF PROPERTY; LOSSES; PENALTIES;
INTELLECTUAL PROPERTY LAW VIOLATIONS; DEFECTS IN WORKMANSHIP OR
MATERIALS; DESIGN DEFECTS, IF THE DESIGN OR ANY PORTION WAS
PROVIDED BY SUBCONTRACTOR; AND EXPENSES, INCLUDING, BUT NOT
LIMITED TO, ATTORNEYS FEES AND COURT COSTS, THAT MAY ARISE FROM
OR ARE ALLEGED TO ARISE FROM SUBCONTRACTORS PERFORMANCE OR
FAILURE TO PERFORM PURSUANT TO THIS AGREEMENT; AND FROM ANY
CLAIM, DAMAGES, LOSS OR EXPENSE WHICH IS CAUSED IN WHOLE OR IN
PART BY ANY ACTS, OMISSIONS OR NEGLIGENCE OF SUBCONTRACTOR OR
ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY SUBCONTRACTOR OR
ANYONE FOR WHOSE ACTS SUBCONTRACTOR MAY BE LIABLE REGARDLESS
OF WHETHER IT IS CAUSED IN PART BY THE ACTS, OMISSIONS, OR
NEGLIGENCE OF INDEMNIFIED PARTIES EXCEPT IN THE CASE OF THE SOLE
ACTIVE NEGLIGENCE OF GKKWORKS. SUCH OBLIGATION SHALL NOT BE
CONSTRUED TO NEGATE, ABRIDGE, OR OTHERWISE REDUCE ANY OTHER
RIGHT OR OBLIGATION OF INDEMNITY WHICH WOULD OTHERWISE EXIST AST
TO ANY PARTY OR PERSON DESCRIBED IN THIS PARAGRAPH 11.2.
[INSTRUCTIONS
USE THE FOLLOWING 11.2 (VERSION #2) FOR ALABAMA,

DISTRICT OF COLUMBIA, IOWA, LOUISIANA, MAINE, NEVADA, NORTH DAKOTA,
PENNSYLVANIA, TEXAS, VERMONT, WISCONSIN, WYOMING. These states allocate
liability for risks.]

26

ANYONE FOR WHOSE ACTS SUBCONTRACTOR MAY BE LIABLE REGARDLESS
OF WHETHER IT IS CAUSED IN PART BY THE ACTS, OMISSIONS, OR
NEGLIGENCE OF INDEMNIFIED PARTIES. SUCH OBLIGATION SHALL NOT BE
CONSTRUED TO NEGATE, ABRIDGE, OR OTHERWISE REDUCE ANY OTHER
RIGHT OR OBLIGATION OF INDEMNITY WHICH WOULD OTHERWISE EXIST AST
TO ANY PARTY OR PERSON DESCRIBED IN THIS PARAGRAPH 11.2.
USE THE FOLLOWING 11.3 (VERSION #3) FOR COLORADO,
[INSTRUCTIONS
CONNECTICUT,
DELAWARE,
FLORIDA,
ILLINOIS,
KANSAS,
KENTUCKY,
MASSACHUSETTS, MINNESOTA, MISSISSIPPI, MISSOURI, MONTANA, NEBRASKA, NEW
HAMPSHIRE, NEW MEXICO, NEW YORK, NORTH CAROLINA, OHIO, OKLAHOMA,
OREGON, RHODE ISLAND, UTAH, and WASHINGTON. These states do not allow
agreements that indemnify a party for the negligence (in whole or in part) attributable to
that party].
ANYONE FOR WHOSE ACTS SUBCONTRACTOR MAY BE LIABLE.
SUCH
OBLIGATION SHALL NOT BE CONSTRUED TO NEGATE, ABRIDGE, OR
OTHERWISE REDUCE ANY OTHER RIGHT OR OBLIGATION OF INDEMNITY
27
WHICH WOULD OTHERWISE EXIST AST TO ANY PARTY OR PERSON

DESCRIBED IN THIS PARAGRAPH 11.2.
11.3 DUTY TO DEFEND. Subcontractor shall, at its sole cost and expense and with
legal counsel approved by gkkworks (which approval shall not be unreasonably
withheld), defend the Indemnified Parties, and each of them, from any Claims for which
Subcontractor is bound to indemnify the Indemnified Parties pursuant to Section 11.2.
The duty to defend is wholly independent of and separate from the duty to indemnify
and such duty to defend exists regardless of any ultimate determination of the liability of
Subcontractor. Such defense obligation shall arise immediately upon presentation of a
Claim and written notice of such Claim being provided to Subcontractor.
11.4 PAYMENT NOT CONDITION PRECEDENT. Payment to Subcontractor by any
Indemnified Party, or any Indemnified Partys payment of a Claim, shall not be a
condition precedent to Subcontractors obligations to indemnify and defend the
Indemnified Parties, and each of them.
11.5 SURVIVAL OF OBLIGATION. Subcontractors obligations to indemnify and
defend shall remain in full force and shall survive the expiration or earlier termination of
this Agreement.
11.6 LIABILITY NOT EXCLUSIVE. Subcontractors liability for indemnification and
defense hereunder is in addition to any liability Subcontractor may have to gkkworks
for Subcontractors breach of any of the provisions of this Agreement. Under no
circumstances shall the insurance requirements and limits set forth in this Agreement be
construed to limit Subcontractors indemnification obligation or other liability under this
Agreement.
11.7 NO LIMITATION UPON LIABILITY. In connection with any and all claims
against Owner, Owners representatives, gkkworks (including its affiliates, parents, and
subsidiaries) or other contractors or subcontractors, or any of their agents or
employees, by any employee of Subcontractor, anyone directly or indirectly employed
by Subcontractor or any one for whose acts Subcontractor may be liable, the
indemnification provisions in Section 11.2 shall not be limited in any way by any
limitation on the amount or types of damages, compensation or benefits payable by or
on behalf of Subcontractor under workers compensation acts, disability benefit acts,
or other employee benefit acts or by the insurance required herein.
SECTION 12
CLAIMS
12.1 CLAIMS AGAINST OWNER. Subcontractor agrees to make all claims for
which Owner is or may be liable in the manner provided in the Prime Contract
Documents for like claims by gkkworks to Owner. Notice of such claims shall be given
by Subcontractor to gkkworks within five (5) calendar days of first knowledge of the
event or condition giving rise to the claims. Subcontractors failure to provide notice of
28
a claim as required by this Section 12.1 shall constitute a waiver of the claim.
Notwithstanding these time limits, Subcontractor shall make all claims to gkkworks so
that gkkworks has at least five (5) calendar days in which to satisfy any time limits for
submission of claims under the Prime Contract Documents. Subcontractor shall be
bound by the determination of Owner or, in the event of a legal action or proceeding or
arbitration, by the outcome of same and shall be entitled only to its proportionate share
of any net recovery, less overhead and profit to gkkworks (to be determined pursuant
to Section 8.3) and less gkkworks expenses. Subcontractor shall post whatever
security may be required by gkkworks to cover costs and expenses as a condition of
gkkworks proceeding on Subcontractors behalf.
12.2 CLAIMS RELATING TO CONTRACTOR. Subcontractor shall give gkkworks
written notice of all claims not included in Section 12.1, including notice of any dispute
whether particular work is a change in the work described in Section 2.1, within the
same time frames noted in Section 12.1. Should Subcontractor fail to provide notice
within the time required, such claims shall be deemed waived.
12.3 VERIFICATION OF CLAIMS. Any claims submitted by Subcontractor pursuant
to Sections 12.1 or 12.2 shall be supported by evidence establishing the basis of the
claim and evidence establishing the amount of any claimed damages.
12.4 CONTRACTOR NOT REQUIRED TO PRESENT FALSE CLAIMS. If, in the sole
judgment of gkkworks, any claim submitted by Subcontractor pursuant to Sections
12.1 or 12.2 constitutes a false claim as defined by applicable State or Federal law, then
gkkworks may withdraw or abandon said claim and Subcontractor shall recover
nothing from Owner or gkkworks.
12.5 SUBCONTRACTOR TO CONTINUE WORK. Subcontractor shall carry on the
Subcontractors work and maintain satisfactory progress while any claim or claims
brought pursuant to Sections 12.1 or 12.2, or any other dispute, is being resolved, and
gkkworks shall continue to make payments in accordance with this Agreement, subject
to the provisions of Section 8.4.
SECTION 13
ARBITRATION AND LEGAL ACTIONS
(INSERT THE FOLLOWING ONLY IF THE OWNER CONTRACT PERMITS MEDIATION

REVIEW THAT MEDIATION CLAUSE FOR DIFFERENCE)
13.1 MEDIATION. Any controversy except those covered by the insurance required
herein, arising out of or relating to this Subcontract or the breach thereof shall be
subject to mediation before any other legal proceedings can be initiated, which may be
requested upon seven (7) days notice of intent to mediate if said matter is not
satisfactorily resolved. In the event the parties cannot agree with an additional seven
(7) days on a date, rules and mediator(s), the parties hereby agree that the mediation
may be deemed submitted by any party to the American Arbitration Association for
mediation in accordance with the Construction Industry Mediation Rules. Any mediation
29
shall be initiated at the direction of gkkworks, the Owner, any other applicable
Subcontractor, or any other party.
13.2 JOINDER IN ARBITRATION BETWEEN OWNER AND CONTRACTOR. If the
Prime Contract Documents require arbitration and an arbitration concerning or relating
to Subcontractors work is commenced between Owner and gkkworks,
Subcontractor shall, upon demand by gkkworks, become a party to such arbitration
proceedings and shall submit to the jurisdiction and authority of the arbitrator(s).
Subcontractor shall be bound by any award rendered in such arbitration. The award
rendered by the arbitrators shall be final, and judgment may be entered upon in
accordance with applicable law in any court having jurisdiction thereof. Subcontractor
shall have no right to join any arbitration proceeding between Owner and gkkworks
except as set forth in this Section.
13.3 CONTRACTORS ELECTION TO ARBITRATE. If any question arises regarding
or relating to Subcontractors work, or regarding the rights and obligations of
gkkworks and Subcontractor under the Subcontract Documents, and if such question
is not already the subject of arbitration pursuant to the preceding Section, then, at the
election of gkkworks, such question shall be submitted to arbitration pursuant to the
Construction Industry Rules of the American Arbitration Association or to a court of
competent jurisdiction. Subcontractor shall be bound by gkkworks election.
13.4 CONSOLIDATED ARBITRATION PROCEEDINGS. To the extent not prohibited
by their contracts with others, the claims and disputes of Owner, gkkworks,
Subcontractor, and other subcontractors involving a common question of fact or law
shall be heard in a single proceeding. Subcontractor will agree to consolidation of its
arbitration with a related proceeding. In this event, it shall be the responsibility of
Subcontractor to prepare and present that part of gkkworks case to the extent related
to this Agreement.
13.5 STAY OF COURT ACTION. In the event Subcontractor commences an action
against Owner, gkkworks, or gkkworks surety in a court of law and said action
involves or is related to, or may involve or relate to, the subject matter of an arbitration
or court action between Owner and gkkworks, upon demand by gkkworks,
Subcontractor shall stay the court action pending resolution of the arbitration between
gkkworks and Owner. Should Subcontractor fail to voluntarily stay the action, it shall
be liable to gkkworks for all costs and expenses, including attorney fees, incurred by
gkkworks in obtaining a court order staying the action.
13.6 VENUE. If gkkworks or Subcontractor shall bring any legal action or
proceeding against the other, or to which the other is a party, it is agreed that such
action shall only be brought in a State or Federal court located within the State in which
the Project is located.
30
SECTION 14
MISCELLANEOUS PROVISIONS
14.1 LAW AND EFFECT. This Agreement shall be governed by the laws of the State
in which the Project is located.
14.2 SEVERABILITY AND WAIVER. The partial or complete invalidity of any one or
more provisions of this Agreement shall not affect the validity or continuing force and
effect of any other provision. The failure of gkkworks to insist, in any one or more
instances, upon the performance of any of the terms, conditions, or covenants or the
waiver by gkkworks of a breach of any term, condition, or covenant contained in this
Agreement shall not be construed as a continuing waiver of such term, condition, or
covenant, or as a waiver of a future breach of the same or any other term, condition, or
covenant contained in this Agreement. All rights and remedies of gkkworks hereunder
shall be cumulative and are in addition to, and not in derogation of, all other rights and
remedies available to gkkworks. gkkworks may exercise all such rights and remedies
either successively or concurrently.
14.3 ATTORNEYS FEES. In the event of any legal or equitable action or arbitration
proceeding arising from this Agreement, Prevailing Party shall be entitled to recover all
court costs, actual attorneys fees, and all other expenses, including but not limited to
expert witness fees, incurred in such action or proceeding. The term Prevailing Party
shall be defined as the party who recovers at least 75% of its total claims in any legal
action (including arbitration) between the parties relating to this Subcontract or the party
who is required to pay no more than 25% of the other partys total claims in such action.
Unless judgment goes by default, the attorneys fees awarded shall not be computed in
accordance with any court schedule but shall be such as to fully reimburse all attorneys
fees incurred in good faith, regardless of the size of the judgment, it being the intention
of the parties to fully compensate for all attorneys fees, expert fees, costs, and
expenses paid or incurred in good faith and necessary to make the Prevailing Party
whole.
14.4 TITLES. The titles given to the sections of this Agreement are for ease of
reference only and shall not be relied upon or cited for any other purpose.
14.5 ENTIRE AGREEMENT. This Agreement is solely for the benefit of the
signatories hereto. This Agreement is the entire and integrated agreement between
the parties and supersedes all prior proposals, bids, correspondence, negotiations,
representations, or agreements, whether written or oral. This Agreement may be
modified only by a writing signed by both parties.
14.6 TERMS. The terms of this Agreement are contractual and the result of
negotiations between the parties hereto. Accordingly, any rule of construction of
contracts stating that ambiguities are to be construed against the drafting party shall not
be employed in the interpretation of this Agreement.
31
14.7 WRITTEN NOTICE. Unless expressly provided otherwise, written notice shall be
deemed to have been duly served if delivered in person to the individual or a member of
the firm or entity or to gkkworks or Subcontractors authorized representative, or if
delivered at or sent by registered or certified mail to the last business address known to
the party giving notice.
14.8 RIGHTS AND REMEDIES. Duties and obligations imposed by the Subcontract
Documents and rights and remedies available thereunder shall be in addition to and not
a limitation of duties, obligations, rights, and remedies otherwise imposed or available
by law.
14.9 SUBCONTRACTORS TAX LIABILITY: In addition to the requirements set out
in SUBCONTRACTORS WORK in section 2. Subcontractor shall be responsible for
the payment of all taxes arising out of the Subcontractors activities in accordance with
this Agreement. Accordingly, Subcontractor shall pay all sales taxes, unemployment
compensation taxes, any applicable fees or taxes for the materials furnished under this
Agreement, and any other taxes imposed by federal, state, county, city or speciall
assessment district as required. gkkworks reserves the right to demand the
Subcontractor to provide proof that such payment of taxes have been made.
Contractors are required by law to be licensed and regulated by the Contractors State
License Board, which has jurisdiction to investigate complaints against contractors if a
complaint is filed within three (3) years of the date of the alleged violation. Any
questions concerning a Contractor may be referred to the registrar of the board, whose
address is:
CONTRACTORS STATE LICENSE BOARD
P.O. Box 26000
Sacramento, CA 95826
In witness whereof, the parties have executed this Agreement under seal, on the day and year first written above.
_________________________________
Subcontractor (firm name)
gkkworks Construction Services
_________________________________
Signature
_______________________________
Signature
_________________________________
Print signers name
_______________________________
Print signers name
32
_________________________________
Title
_______________________________
Title
_________________________________
Date
_______________________________
Date
33
EXHIBIT A
SUBCONTRACTORS SCOPE OF WORK DETAIL
34
EXHIBIT B
PRIME CONTRACT DOCUMENTS
The documents listed below constitute the plans and specifications that generally describe the
work to be performed. These documents are incorporated into the Agreement as though set
forth in full. The Prime Contract Documents include:
See Attached for LIST of ALL PLANS, SPECIFICATIONS, ADDENDA,
GEOTECHNICAL REPORTS, ETC.
35
EXHIBIT C
BILLING AND PAYMENT FORMS
See Attached Sample Forms
36
EXHIBIT D
SCHEDULE OF WORK
37
EXHIBIT E
PROJECT WORK RULES
gkkworks is committed to the safety of all its employees, and the employees of Subcontractor
and sub-subcontractor persent at our project sites. In our effort to make the project hazard free
and provide the safest working conditions possible, we expect all site personnel to learn and
practice the following basic work rules. In addition to the rules listed below, Subcontractor
must comply with all rules contained in Section 7 of this Agreement, project specific work rules,
and all local, county, state and federal regulations and/or agency policies. Please See
gkkworks Project Superintendent or Project Manager for additional information.
Job Site Duties, Conduct & Dress Code:
1.
Alcohol and drugs are strictly prohibited on all job sites. Anyone found to possess, sell
or use drugs/alcohol or any controlled substance at any job site will be subject to
immediate removal from the job site.
2.
Smoking is not permitted in any building or within 50 feet of any work area on all job
sites.
3.
Subcontractors personnel shall dress in an appropriate and professional manner and
as required by OSHA, gkkworks and gkkworks clients. At a minimum this includes
work boots, sleeved shirts (of at least four inches in length) and full length pants.
Clothing, hardhats, and any item brought onto the project site shall not exhibit any
profanity, drawing, writing, or any visual example that may be construed as gang
related, of poor taste or in any way be considered harassment in any form.
4.
gkkworks will provide sanitation facilities, temporary utilities, and safety lighting unless
specifically noted otherwise. Drinking water and any special task lighting is the
responsibility of the Subcontractor.
5.
Subcontractor agrees that it will have its Superintendent and/or Foreman attend
weekly subcontractor coordination and planning meetings held by gkkworks.
6.
Subcontractor's Superintendent or Foreman will be required to submit a
Subcontractor's Daily Report to gkkworks office on the form provided by gkkworks.
This form shall be submitted at the end of each day.
7.
Subcontractor shall schedule, coordinate and obtain all inspections for its work as
required by any authorized agency or applicable code, whether performed by the
Owner's testing agency or by governing jurisdictions. Arrangements for the inspection
of any area, system, equipment, etc., needing testing or inspection prior to being
covered up must be made by Subcontractor in sufficient time and scheduled in a
timely manner to avoid impacts to the construction schedule.
8.
The working hours are 7:00AM to 4:00PM or as determined gkkworks in compliance
with local City ordinances. The project schedule will be maintained regardless of the
required start time as dictated by the City.
9.
No Subcontractor employee may bring his/her friends, family members, pets, radios,
to the job site without written authorization from gkkworks Superintendent.
10.
As-Built drawings are to be maintained and updated weekly in gkkworks jobsite
trailer. Progress payments will be held until as-built drawings are made current.
11.
Subcontractors employees shall be at their best behavior while on or around the
project site. No loud or inappropriate language or behavior will be tolerated. Noise
is to be kept at a minimum. Any violations shall be cause for immediate removal of
employee(s) from project site.
12.
Subcontractor shall furnish the name and emergency or home telephone number of
the corporate or company officer, general superintendent, and project superintendent
or foreman.
38
Corporate Officer
_________________________
Home/Emergency Phone No.
General Superintendent
_________________________
Project Superintendent/Foreman
_________________________
Safety
1.
Subcontractor will ensure its companys operations are in full compliance with OSHA
and other regulatory requirements to remain free of violations. The Subcontractor will
ensure all applicable employees have received the necessary training on hazards
relevant to this job site including but not limited to: fall protection, confined space entry,
fire protection, emergency action plans, electrical safety, powered industrial truck
operations and first aid.
2.
Hard hats will be worn by every person, throughout all phases of the project, until the
hard hat requirement is removed by announcement of gkkworks Superintendent at
the completion of construction. All personnel will wear applicable eye protection where
applicable hazards exist, in accordance with OSHA regulations and ANSI standard
287.1. Subcontractor will also ensure all employees wear other appropriate personal
protective equipment when conditions warrant or regulations require (e.g.: hearing,
respiratory, face). Subcontractor will hold weekly job site safety meetings and
provide documentation to gkkworks Superintendent.
3.
Subcontractor will provide Material Safety Data Sheets (MSDS) to gkkworks
Superintendent prior to bringing any hazardous materials on site. Subcontractor will
ensure all of its employees have access to applicable material safety data sheets and
are properly trained on their contents.
4.
Subcontractor will maintain and make available a complete Injury and Illness
Prevention Program (IIPP) as required by OSHA. A copy must be made and turned
into gkkworks Superintendent before Subcontractor begins work at the job site.
gkkworks will neither approve nor disapprove of Subcontractors IIPP but may from
time to time make recommendations. At minimum, Subcontractor shall be bound to
gkkworks project safety requirements.
5.
All accidents to or by Subcontractors personnel or equipment which occur at job site
shall be reported to gkkworks Superintendent within eight hours or by the end of the
shift and copies of accident reports will be given to gkkworks within 24 hours of the
occurance (Note that a complete report may not be available due to incomplete
investigaiton, however a basic report shall be provided).
6.
Subcontractor will ensure that gkkworks Superintendent and all other affected
personnel on the job site are advised of any hazards created by Subcontractors
work. Subcontractors workers causing unsafe conditions or engaging in unsafe
work practices will not be tolerated and may be sent off the job at the discretion of
gkkworks. Defeating a safety device shall be cause for the employee and his/her
foreman to be permanently removed from the project.
7.
Where hot work poses a fire hazard, Subcontractor will provide the applicable fire
extinguisher (A, B, C, or D) and location information to gkkworks Superintendent and
a qualified fire watch. Subcontractor will not be permitted to store flammable liquids
39
8.
9.
10.
11.
12.
13.
14.
within job site buildings. Subcontractor shall terminate all hot work at least two (2)
hours before the end of the normal workday except with written permission from
gkkworks Superintendent. A hot work permit or site specific policy shall be
provided to gkkworks before such work begins.
Subcontractor will provide its own competent persons when employees are on
scaffolds, in excavations or for other applicable hazardous activities. Subcontractor
will notify gkkworks Superintendent of any employees medical condition, unusual
operational requirements, security issues or extraordinary conditions that may create
adverse circumstances or warrant special attention.
All hazards created by
Subcontractor will be properly secured, covered, signed or otherwise protected so as
to preclude injury or illness to other site personnel.
For all helicopter and crane operations, Subcontractor is responsible to notify
gkkworks Superintendent at least one week in advance of the operation and will have
the helicopter or crane company, whichever is applicable, name gkkworks and
gkkworks Client as additional insureds per this Agreement. A site specific policy and
procedure regarding lifts using a helicopter shall be provided to gkkworks before work
is initiated. gkkworks will not approve or disprove the lift procedure and all such work
is undertaken at Subcontractors sole risk.
Subcontractor shall provide Subcontractors Emergency Contact List and a copy of
its site safety plan.
Subcontractor agrees that if it becomes necessary to remove, replace or interfere
with any safety devices, barricades, or controls installed by gkkworks or another
subcontractor; Subcontractor will replace or restore such devices or controls at its
expense. Subcontractor shall monitor and post required warnings of unsecured
conditions until replaced or restored. In the event such safety devices or controls are
not so replaced, Subcontractor agrees to reimburse gkkworks for all costs of
replacement.
Subcontractor shall adhere to all OSHA standards and requirements to perform this
work in a safe and legal manner. Subcontractor shall provide copies of annual Cal
OSHA Permits and appropriate Activity Notifications or Permits if Subcontractor does
not hold an annual permit. These copies must be submitted prior to mobilization.
Subcontractor shall provide all necessary precautions to protect adjoining property
and streets during Subcontractors work and monitor same.
Should any construction, equipment or material, regardless of ownership or
possession, be involved in an occurrence, incident or accident, it will be the right and
duty of gkkworks to collect and store all such equipment in a safe secure place until
such time as the equipment is formally released in writing by gkkworks Safety
Manager.
Job Site Activity

1.
Subcontractor is to obtain all permits for its trade(s) as required by OSHA.
2.
Subcontractor shall provide a personnel work schedule, including start and finish
times, for approval by gkkworks Superintendent.
3.
All staging and storing of material and tools are to take place in assigned areas only.
The security of the property and personnel of Subcontractor are the responsibility of
Subcontractor.
4.
Parking is the responsibility of Subcontractor. Subcontractor shall coordinate
parking for its employees, sub-concontractors, and vendors with gkkworks
Superintendent. gkkworks cannot be held responsible or liable for damaged vehicles.
5.
Any work (i.e. tie-ins or shut downs) must be done only after notification to and
approval by gkkworks Superintendent.
40
6.
7.
8.
Temporary toilets and wash stations will be designated for construction personnel use.
Subcontractor will provide its own equipment for fire protection, atmospheric
monitoring, and first aid.
Subcontractors employees, sub-subcontractors, and vendors are not allowed on site
without gkkworks supervision.
The Work:
1.
Any monuments, bench marks, lines, grades and staking destroyed by Subcontractor
during the course of this work will be restored by gkkworks at Subcontractor's
expense.
2.
Subcontractor shall contact and obtain clearance from Under Ground Alert prior to
any excavation, and file such clearance with gkkworks.
3.
Subcontractor shall perform all cutting and patching as required to install its work as
required unless otherwise noted.
4.
Subcontractor shall take all precautions to prevent pollution of the air, water systems,
detention and retaining ponds, and storm and sewer systems in the area and affected
by this work.
5.
Subcontractor is responsible for dust control, street cleaning of public streets
resulting from its work as directed by the City and/or Project Superintendent.
6.
All equipment must have a diaper in place at all times whenever working on finished
surfaces.
7.
Subcontractor shall maintain any temporary fencing and barricades erected by
gkkworks. Temporary fencing and barricades shall be left in a safe and secure
manner on a daily basis.
8.
Discovery of unforeseen conditions shall not be a cause for cessation of work.
Subcontractor shall immediately notify gkkworks Superintendent in writing of the
discovery of any unforeseen condition. gkkworks shall have forty-eight (48) hours to
provide written direction to Subcontractor relative to the unforeseen condition.
Subcontractor shall not be entitled to compensation or time extension for any delay of
forty-eight hours or less.
Deliveries, Hoisting and Traffic Control
1.
Subcontractor shall hoist, unload, store, handle, distribute, and protect all materials,
supplies, and equipment, for its work delivered to the job site unless stated otherwise.
In the event the material is delivered and Subcontractor's personnel are not
available, the gkkworks, at its option, may unload and back-charge Subcontractor for
the costs of the unloading and storing of the materials.
2.
Deliveries of material and equipment shall be sequenced and scheduled on an as
needed basis and must be coordinated with gkkworks Superintendent.
3.
Subcontractor shall be responsible for miscellaneous flagging and traffic control when
specifically required for its operation. It is Subcontractor's responsibility to provide
competent flag persons and adequate safety devices to protect the public during all of
Subcontractors operations.
4.
All material shall be palletized or packaged in appropriate containers with proper
identification.
All material stocking shall be coordinated with gkkworks
Superintendent.
5.
All material and equipment deliveries are to be scheduled with gkkworks
Superintendent. Material shall not be stored or maintained under power lines.
gkkworks has the right to remove any personnel in violation of the above rules or any
other practice deemed unsafe or of improper conduct by gkkworks project staff.
41
Exhibit F
Special Provisions
Subcontractor acknowledges that gkkworks has entered into labor agreements covering work
at its construction job-sites with the labor unions listed below. Subcontractor specifically
agrees that all of the provisions of those agreements, which are applicable to Subcontractor,
are incorporated into the Agreement as if they were set forth in full. Subcontractor
acknowledges that the terms and agreements of such labor agreements with the unions listed
below may require Subcontractor to comply with additional labor agreements with other
affiliated unions. When the terms and conditions of such labor agreements referenced below so
require, Subcontractor shall perform its job-site work pursuant to all terms and conditions of
such affiliated labor agreements. Subcontractor further agrees to bind and require all subsubcontractors and their subcontractors to these requirements.
If there are any conflicts between the special provisions herein and those described elsewhere
in the Contract Documents, it is agreed that the special provisions shall take precedence.
42
EXHIBIT G
Insurance Requirement Sample
43
EXHIBIT G-1
Project Specific insurance Requirements Samples
(If OCIP/CCIP is used)
44

Master Subcontract Agreement For Gkkworks PDF

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Master Subcontract Agreement For Gkkworks PDF

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Subcontract Number:

Standard Subcontract Agreement

Prime Contract Date

See Exhibit A Subcontractors Scope of Work Detail

gkkworks Cost Code:

Ten Percent (10%)

See Exhibit A Subcontractors Scope of Work Detail

See Exhibit A Subcontractors Scope of Work Detail

Subcontract Price and Schedule of Values

Changes to Subcontractors Work

Insurance and Bonds

Arbitration and Legal Actions

Attachments to this Agreement

Subcontractors Scope of Work Detail

INFORMATION TO BE FURNISHED BY SUBCONTRACTOR

General Liability Insurance

Worker Compensation Insurance

Automobile Liability Insurance

SECTION 1 SUBCONTRACT DOCUMENTS

SECTION 3 SUBCONTRACT PRICE AND SCHEDULE OF VALUES

SECTION 4 PROGRESS PAYMENTS

SECTION 5 CHANGES TO SUBCONTRACTORS WORK

Daily Work Records. With respect to work performed on a time

Actual Costs. Subcontractor shall apply each employees actual

Subcontractor T&M Change Order Request. Upon completion of

Timely Performance. Once Subcontractor receives gkkworks

Deductive Change Orders.

SECTION 6 SCHEDULE OF WORK

SECTION 7 SUBCONTRACTORS PERFORMANCE

Subcontractors work. Subcontractor shall not employ, or permit employment of,

unsafe until corrective measures satisfactory to gkkworks have been taken.

be returned without review. Subcontractor acknowledges that the Architect may

preparation of coordinated drawings in areas of congestion, if required to prevent

Subcontract Documents. Subcontractor shall furnish satisfactory evidence as to the

SECTION 8 CONTRACTORS RECOURSE

Withhold payment of any monies due Subcontractor under this

unjustified, or wrongful removal of Subcontractor from the Project. Subcontractors

SECTION 9 TERMINATION OR SUSPENSION

INSURANCE AND BONDS

REVIEW OWNER CONTRACT AND OTHER CONTRACT

10.1A PROJECT SPECIFIC INSURANCE REQUIREMENTS. Owner or gkkworks

10.1B ADDITIONAL INSURED. gkkworks and the Owner shall be added as

USE THE FOLLOWING 10.1 BELOW IF NOT AN OCIP OR CCIP.]

10.1 GENERAL INSURANCE REQUIREMENTS.

Premises and Operations

Products and Completed Operations specifically covering all

USE THE FOLLOWING 10.7 (VERSION #1) FOR COLORADO,

USE THE FOLLOWING 10.7 (VERSION #2) FOR GEORGIA ONLY]

USE THE FOLLOWING 10.7 (VERSION #3) FOR ALL OTHER

USE THE FOLLOWING 11.2 (VERSION #1) FOR ALASKA, ARIZONA,

negligence solely attributable to that party]

USE THE FOLLOWING 11.2 (VERSION #2) FOR ALABAMA,

liability for risks.]

EMPLOYEES FROM AND AGAINST ALL CLAIMS INCLUDING WITHOUT

WHICH WOULD OTHERWISE EXIST AST TO ANY PARTY OR PERSON

ARBITRATION AND LEGAL ACTIONS

(INSERT THE FOLLOWING ONLY IF THE OWNER CONTRACT PERMITS MEDIATION

gkkworks Construction Services

See Attached Sample Forms

Job Site Activity

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