SUBCONTRACT AGREEMENT - KCS West

SUBCONTRACT AGREEMENTStandard FormThis Subcontract is entered into on «Month Issued»«Day Issued», «Year Issued»(“EffectiveDate”) between KCS West, Inc., (“Contractor”) and [«Subcontractor»] (“Subcontractor”) forconstruction of a portion of the Project.The Project is being constructed by Contractor through written agreement (“Contract”) with[«Owner Name»] (“Owner”) dated «OwnerContractDate»By execution of this Subcontract, theSubcontractor is bound and obligated to the Contractor to the same extent that the Contractor isbound to the Owner under the Contract and therefore assumes all of the same obligations,liabilities, and responsibilities that the Contractor has assumed toward Owner with respect to the[«Trade»] (“Work”).All defined terms are capitalized and the definitions are included in Exhibit 1.The Project is:The Owner is:The Architect is:«Project Name»«Project Address»«Project City», «Project State»«Project Zip Code»«Owner Name»«Owner Address»«Owner City», «Owner State»«Owner Zip Code»«Architect Name»«Architect Address»«Architect City», «Architect State»«Architect Zip Code»ContractorKCS WEST, INC.250 East 1st Street, Suite 600Los Angeles, CA 90012Phone 323-269-0020, Fax 213-972-4078Payment remittance address if different thanthe address listed ity», «State» «Zip Code»«Phone» «Fax»Executed By:«Project Manager»,Executed By:«Contact»Federal I.D. No.License No.FOR GOOD AND VALUABLE CONSIDERATION, CONTRACTOR ANDSUBCONTRACTOR AGREE TO THE TERMS AND CONDITIONS OF THISSUBCONTRACT.

BUSINESS TERMS SHEETThe key business terms are set forth below and incorporated into thisSubcontract.Contractor’s Authorized RepresentativeContractor’s SuperintendentSubcontractor’s AuthorizedRepresentativename and title:direct phone:cell phone:Subcontract PriceChange Order Mark-UpSubcontractor for self performed Work«Project Manager»Phone «PM Direct Phone» Cell: «PM Cell»«Project Superintendent»Phone: «SuperPhone» Cell: «SuperCell»«Contact»«Contact Phone»«Phone»«Contact Cell» «Base Contract»% Overhead and % ProfitSubcontractor for Work performed bytiersTier- SubcontractorRetention % on Progress PaymentsPayment and Performance BondsDesign/Build WorkInsurance Commercial General Liability5% Profit Workers Compensation/Employers’LiabilityCalifornia Statutory Limits Automobile 1,000,000 per accident, 2,000,000 combined single limit10% Overhead and 5% Profit10% [insert other terms if applicable][Yes/No]%Exhibit 8 applicable? [Yes/No] 1,000,000 per occurrence 2,000,000 aggregate Equipment Umbrella and Excess Liability[insert amount from schedule in Exhibit 6]Additional InsuredKCS West, Inc.«Additional Insured1»;«Architect Name»«Additional Insured2»Contacts for Notices per Section 13.2ContractorSubcontractorLender for ProjectProject ManualProject Name: «Project Name»Project No: «Project Number»Subcontract No.: «Contract Number»Vendor No.: «Vendor»CSI No.: «Activity»KCS West, Inc.250 East 1st Street, Suite 600Los Angeles, CA 90012Attn: Robert Stein, V.P. of Operations«Subcontractor»«Address»«City», «State» «Zip Code»Attn: «Contact»,[Yes/No] If yes, «Lendor»Version SCA20131101 Dated 11/01/2013iSCA20131101

EXHIBITSThe following Exhibits are incorporated into this Subcontract.Exhibit 1DefinitionsExhibit 2Construction DocumentsExhibit 3Scope of WorkExhibit 4Project ScheduleExhibit 5Site Logistics PlanExhibit 6Insurance and Bonding RequirementsExhibit 7Calculation of Change Orders(Direct Costs, Overhead and Profit)Exhibit 8Design/Build WorkPROJECT MANUALThe following forms and information are included in the Project Manual at the Project site officeand also posted to Contractor’s website at www.kcswest.com. By execution of thisSubcontract, Subcontractor acknowledges that it has reviewed and become familiar with allforms and policies included in the Project Manual and will adhere to Contractor’s protocol whileperforming its Work. The Project Manual is incorporated into this Subcontract by reference asthough set forth in full.Form Application for PaymentTab 1Billing & 20-Day Preliminary Notice InformationTab 1-ATab 1-BTab 1-CJoint Check Agreement (Tier-Sub)Joint Check Agreement (Supplier)W-9 FormTab 2California Lien Waivers and ReleasesTab 3Subcontractor Warranty FormTab 4Payment and Performance Bond FormsTab 5Request for Information FormTab 6Request for Substitution FormTab 7Daily Construction Report FormTab 8Field Work Order FormTab 9Change OrderChange Order FormClose Out Change Order FormTab 9-ATab 9-BProject Name: «Project Name»Project No:«Project Number»Subcontract No.: «Contract Number»CSI No.: «Activity»iiSCA20131101

Tab 10Consent of Surety FormTab 11Site Safety & Health PlanProject Name: «Project Name»Project No:«Project Number»Subcontract No.: «Contract Number»CSI No.: «Activity»iiiSCA20131101

TABLE OF CONTENTSPage1.WORK .11.11.22.CONTRACT DOCUMENTS.12.12.22.33.Lump Sum .1SCHEDULE .24.14.24.34.44.54.65.Definition .1Precedence.1Acknowledgement.1COMPENSATION .13.14.General Description of the Work .1Compliance with the Law .1Contract Time .2Commencement and Prosecution of the Work .2Project Scheduling .2Delays .2Recovery Plan .3Acceleration of Schedule se .3Permits, Fees, and Taxes .3Standard of Care.4Site Investigation.4Site Representative.4Site Logistics.4Communications .4Reports and Meetings .4Daily Construction Reports .4Means and Methods .5Coordination of the Work .5Labor .6Materials and Equipment .6Subcontracts and Purchase Orders .6Submittal Requirements .7Lean Requirements.8Testing and Inspections .8Protection of the Work and Other Property.8Safety Requirements .8Hazardous Materials and Substances .9Unforeseen and Differing Site Conditions .10Project Name: «Project Name»Project No: «Project Number»Subcontract No.: «Contract Number»CSI No.: «Activity»ivSCA20131101

5.225.235.246.CHANGES .116.16.26.36.46.56.66.76.86.96.106.117.Warranty .18DISPUTE RESOLUTION .1811.111.211.311.411.511.612.Subcontractor’s Indemnity.17Duty to Defend .18Enforcement .18WARRANTY .1810.111.Insurance Requirements .16Payment and Performance Bonds .16INDEMNIFICATION AND DEFENSE .179.19.29.310.Progress Payments.13Final Payment .14Payments Withheld .15Stop Payment Notices and Mechanics’ Liens .15Payment Not Acceptance Of Work .16Risk of Late Payment or Non-Payment By Owner . 16Audit Right . 16INSURANCE AND BONDING .168.18.29.Change Orders .11Owner or Contractor Initiated Changes .11Subcontractor Initiated Changes .11Submission .11Pricing.11Allowances.12Continued Performance .12Failure to Reach Agreement .12Omitted Work .13Contract Time Impacts and Extended Costs .13Surety .13PAYMENT .137.17.27.37.47.57.67.78.Punch List .10Clean-Up .10Commissioning and Training .10Claims.18Contractor Agrees With Claim .19Contractor Disputes Claim .19Joinder .20Continuation of the Work.20Civil Action .20TERMINATION AND SUSPENSION .20Project Name: «Project Name»Project No: «Project Number»Subcontract No.: «Contract Number»CSI No.: «Activity»vSCA20131101

12.112.212.313.Suspension of the Work .20Termination For Convenience .20Termination For Cause .21MISCELLANEOUS PROVISIONS ing Law .21Notice .21Severability .21Commencement of Statute of Limitations .21Waiver .21Assignment of Contract .22Modifications .22Counterparts .22Section Headings .22Time is of the Essence .22Legal Citations .22No Third Parties .22Discrimination .22Mutual Waiver of Consequential Damages .22Survival.22State Licensing .22Ownership of Documents .23Exhibits.23Entire Agreement .23Execution.23Project Name: «Project Name»Project No: «Project Number»Subcontract No.: «Contract Number»CSI No.: «Activity»viSCA20131101

1.WORK1.1General Description of the Work. Subcontractor will provide all labor, services,materials, tools, equipment, hoisting, and other appurtenances necessary for proper completionof the Work. All Work will be performed timely in an efficient and workmanlike manner inaccordance with the scope of Work set forth in Exhibit 3 and the “Contract Documents”described in Section 2. Subcontractor has reviewed all plans, specifications, surveys,environmental reports, soils, reports etc. listed as Construction Documents in Exhibit 2 inpreparation of this Subcontract Price and acknowledges that the Construction Documents donot indicate or describe all details, code requirements, connections, means, methods, or otherwork required for the proper performance and completion of the Work. Subcontractorrepresents that it has included all costs necessary for the proper performance of its Work.1.2Compliance with the Law. Subcontractor will comply with all local, state, andfederal laws applicable to conducting its business and performing Work in the State of Californiaincluding all applicable licensing, building codes, ordinances, and regulations.2.CONTRACT DOCUMENTS2.1Definition. The Contract Documents consist of the Contract (inclusive of allexhibits) and this Subcontract inclusive of the Definitions set forth in Exhibit 1; the ConstructionDocuments described in Exhibit 2; the Scope of Work described in Exhibit 3; the ProjectSchedule included as Exhibit 4; the Site Logistics Plan included as Exhibit 5; the Insuranceand Bonding Requirements described in Exhibit 6; the Calculation of Change Orders describedin Exhibit 7; if so indicated in the "Business Terms Sheet," the Design/Build Work Provisionsin Exhibit 8; the Project Manual available at the Project site and posted to the Contractor’swebsite; and all subsequent modifications to the Contract Documents issued through executed“Amendment” or “Change Order.”2.2Precedence. The Contract Documents are intended to be inclusive andcomplementary. Subcontractor will provide prompt written notice to Contractor of any conflictsamong the various Contract Documents with respect to Subcontractor’s Work. If there is aconflict between various Contract Documents, the most stringent requirement, the higheststandard, or the provision imposing a greater duty or obligation on the Subcontractor willgovern. If there is a conflict between the terms and conditions of the Contract and thisSubcontract, the terms and conditions of the Contract govern.2.3Acknowledgement. Subcontractor acknowledges it has carefully examined andunderstands the Subcontract and the other Contract Documents and that it has reported anyerrors, ambiguities, and inconsistencies to the Contractor in writing. Subcontractor representsthat it enters into this Subcontract on the basis of its own examination, investigation, andevaluation and not in reliance upon any opinions or representati

environmental reports, soils, reports etc. listed as Construction Documents in Exhibit 2in preparation of this Subcontract Price and acknowledges that the Construction Documents do not indicate or describe all details, code requirements, connections, means, methods, or other work requir