This document contains additional terms and conditions and is incorporated into a
drainage subcontractor agreement. The terms and conditions listed in this schedule are
rights and responsibilities of the parties that were not included in the main contract.
This ancillary agreement includes provisions regarding hazardous materials, insurance
and indemnification, and an anti-assignment clause. It can be modified to address the
specific needs of the contracting parties. This document should be used in addition to
the main contract when parties enter into an agreement for drainage services.
TERMS AND CONDITIONS
Reference is hereby made to a certain drainage subcontractor agreement by and between
___________________ [Instruction: Insert Name of Contractor] and ____________________
[Instruction: Insert Name of Subcontractor], dated as of _________________ [Instruction:
Insert Date] (the "Agreement"). All terms contained herein, unless otherwise defined, shall
have the meanings ascribed to them in the Agreement.
1. HAZARDOUS MATERIALS
In the event the Subcontractor encounters any Hazardous Materials, as defined in this paragraph,
while performing the Work, the Subcontractor may stop the Work until such time that the
Hazardous Materials have been removed. “Hazardous Materials” shall mean any material that
because of its quantity, concentration or physical chemical characteristics may pose a real hazard
to human health or the environment. Hazardous Materials shall include, but not be limited to,
flammable and combustible material, toxic material, corrosive material, aerosols, compressed
gases, mercury, asbestos, bulk fuels, medical waste and chemical, biological and radiological
materials. Contractor shall bear all costs in connection with the removal of the Hazardous
2. REMOVAL OF DEBRIS
Upon completion of the Work, the Subcontractor agrees that it shall promptly remove all debris
and equipment from the Premises and leave the Premises in a state of cleanliness that is
customary in the industry.
A. In the event the Contractor fails to make the payment of Fee to the Subcontractor as
contemplated in the Agreement, the Subcontractor shall have the right to cease all Work at the
Premises until such time the Contractor makes all payments due and owing to the Subcontractor.
B. In the event the Contractor fails to make any payment of fees due and owing to the
Subcontractor within fifteen (15) days of such payment being due, such a breach may be deemed
a material breach of the Agreement and the Subcontractor may elect to terminate the Agreement
and not complete the Work contemplated therein.
4. COMPLIANCE WITH BUILDING REGULATIONS
The Contractor agrees that the Subcontractor shall not be held liable or responsible for the failure
by the Contractor to adhere to any relevant building codes, regulations or ordinances. The
Subcontractor shall not be held responsible or liable for any existing abnormal or unusual
conditions at the Premises.
© Docstoc®, Inc. 2011 – All Rights Reserved
5. ADDITIONAL WORK
In the event that additional work not contemplated by the Agreement is required to be done by
the Subcontractor, the Subcontractor and the Contractor shall negotiate the terms and conditions,
including payment terms, of such additional work and shall memorialize such deal points in a
signed writing prior to the commencement of any additional work by the Subcontractor.
The Contractor and the Subcontractor agree that the Subcontractor may not assign any of the
Work contemplated herein to a third party without the prior written consent of the Contractor.
7. FORCE MAJEURE
Neither the Contractor nor the Subcontractor is responsible for the failure to fulfil its obligations
under this Agreement or for delay in doing so if such failure or delay is due to circumstances
beyond its control, such as, but not limited to, acts of God, acts of government, war, riots, strikes,
accidents in transportation. The Contractor and the Subcontractor agree to immediately provide
notice of any such circumstance and hereby undertakes to restore the status quo as soon as is
A. For the duration of the Agreement, the Contractor shall maintain at its sole cost and
expense, fire insurance with a coverage limit in the amount of not less than
____________________ Dollars ($____________) [Instruction: Insert Coverage Amount]
Such insurance coverage shall include construction, vandalism and malicious mischief clauses,
and shall list the Subcontractor and its subcontractors as additional insureds. In the event the
Contractor fails to obtain and maintain such insurance coverage for the Work to be performed,
the Subcontractor may at its sole discretion purchase such insurance at the costs of the
B. For the duration of the Agreement, the Subcontractor shall maintain Worker’s
Compensation Insurance for the Subcontractor’s employees. The Subcontractor shall maintain
adequate coverage against any claims which may be made against the Subcontractor for
Worker’s Compensations, unemployment insurance and taxes. The Subcontractor must maintain
public liability, property damage and builder’s risk insurance in the aggregate amount of
____________________ Dollars ($____________) for the duration of the Agreement, with the
Contractor and its subcontractors as additional insureds.
Each party hereby agrees to indemnify and hold the other, its affiliates, successors and assigns
and its employees, harmless from and against any and all claims whi