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Document A401® – 2017
Standard Form of Agreement Between Contractor and Subcontractor
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This document has important
legal consequences.
Consultation with an attorney is
encouraged with respect to its
completion or modification.
AGREEMENT made as of the day of
in the year
(In words, indicate day, month and year.)
BETWEEN the Contractor:
(Name, legal status, address and other information)
and the Subcontractor:
(Name, legal status, address and other information)
The Contractor has made a contract for construction (hereinafter, the Prime Contract) dated:
with the Owner:
(Name, legal status, address and other information)
for the following Project:
(Name, location and detailed description)
The Prime Contract provides for the furnishin
g of labor, materials, equipment and services in connection with the
construction of the Project. A copy of the Prime Contract, consisting of the Agreement Between Owner and Contractor
(from which compensation amounts may be deleted) and the other Contract Documents enumerated therein, has been
made available to the Subcontractor.
The Architect for the Project:
(Name, legal status, address and other information)
The Contractor and the Subcontractor agree as follows.
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
C. A. Scism Construction Company
17829 Terryglass Ln
Charlotte
Charles Scism, President
17829 Terryglass Ln
Charlotte, NC 28278
The Larson Group
3026 N Mulroy Rd
Strafford, MO 65757
Peterbilt of Greensboro
7061 Albert Pick Rd, Greensboro, NC 27409
Danny Priest, Owner
3329 Commonwealth Ave
Charlotte, NC 28205
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TABLE OF ARTICLES
1 THE SUBCONTRACT DOCUMENTS
2 MUTUAL RIGHTS AND RESPONSIBILITIES
3 CONTRACTOR
4 SUBCONTRACTOR
5 CHANGES IN THE WORK
6 CLAIMS AND DISPUTES
7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT
8 THE WORK OF THIS SUBCONTRACT
9 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
10 SUBCONTRACT SUM
11 PAYMENTS
12 INSURANCE AND BONDS
13 TEMPORARY FACILITIES, SERVICES, EQUIPMENT AND WORKING CONDITIONS
14 MISCELLANEOUS PROVISIONS
15 ENUMERATION OF SUBCONTRACT DOCUMENTS
ARTICLE 1 THE SUBCONTRACT DOCUMENTS
§ 1.1 The Subcontract Documents consist of (1) this Agreement; (2) the Prime Contract, consisting of the Agreement
between the Owner and Contractor and the other Contract Documents enumerated therein; (3) Modifications to the
Prime Contract, whether issued before or after the execution of this Agreement, in accordance with the provisions of
Article 5; (4) other documents listed in Article 15 of this Agreement; and (5) Modifications to this Subcontract issued
after execution of this Agreement, in accordance with the provisions of Article 5. These form the Subcontract, and are
as fully a part of the Subcontract as if attached to this Agreement or repeated herein.
§ 1.2 The Subcontract Documents form the Subcontract for Construction. The Subcontract represents the entire and
integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either
written or oral. An enumeration of the Subcontract Documents, other than Modifications to the Prime Contract or
Modifications to this Subcontract issued subsequent to the execution of this Agreement, appears in Article 15.
§ 1.3 Except to the extent of a conflict with a specific term or condition contained in the Subcontract Documents, the
General Conditions governing
this Subcontract shall be the AIA Document A201®–2017, General Conditions of the
Cont
ract
for Construction.
§ 1.4 The Subcontract may be amended or modified only by a Modification to this Subcontract. A Modification to this
Subcontract is a written amendment to this Agreement signed by both parties, or as otherwise described in, and in
accordance with the provisions of, Article 5.
§ 1.5 The Subcontract Documents shall not be construed to create a contractual relationship of any kind (1) between the
Architect and the Subcontractor, (2) between the Owner and the Subcontractor, or (3) between any persons or entities
other than the Contractor and Subcontractor.
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
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§ 1.6 The Contr
actor shall make the Subcontract Documents available to the Subcontractor prior to execution of this
Agreement, and thereafter, upon request. The Contractor may charge the Subcontractor for the reasonable cost to
reproduce the Subcontract Documents provided to the Subcontractor.
ARTICLE 2 MUTUAL RIGHTS AND RESPONSIBILITIES
The Contractor and Subcontractor shall be mutually bound by the terms of this Agreement and, to the extent that the
provisions of AIA Document A201–2017 apply to this Agreement pursuant to Section 1.3 and provisions of the Prime
Contract apply to the Work of the Subcontractor, the Contractor shall assume toward the Subcontractor all obligations
and responsibilities that the Owner, under such documents, assumes toward the Contractor, and the Subcontractor shall
assume toward the Contractor all obligations and responsibilities that the Contractor, under such documents, assumes
toward the Owner and the Architect. The Contractor shall have the benefit of all rights, remedies, and redress against
the Subcontractor that the Owner, under such documents, has against the Contractor, and the Subcontractor shall have
the benefit of all rights, remedies, and redress against the Contractor that the Contractor, under such documents, has
against the Owner, insofar as applicable to this Subcontract. Where a provision of such documents is inconsistent with a
provision of this Agreement, this Agreement shall govern.
ARTICLE 3 CONTRACTOR
§ 3.1 General
§ 3.1.1 Th
e Cont
ractor is the person or entity identified as such in this Agreement and is referred to throughout the
Subcontract Documents as if singular in number. The Contractor shall designate in writing a representative who shall
have express authority to bind the Contractor with respect to all Project matters requiring the Contractor’s approval or
authorization. The term “Contractor” means the Contractor or the Contractor’s authorized representative.
§ 3.1.2 The Contractor shall render decisions in a timely manner and in accordance with the Contractor’s construction
schedule.
§ 3.2 Services Provided by the Contractor
§ 3.2.1 The Contractor shall cooperate with the Subcontractor in scheduling and performing the Contractor’s Work to
avoid conflicts or interference in the Subcontractor’s Work and shall review, and expedite written responses to,
submittals made by the Subcontractor in accordance with Section 4.2.3 and Article 5. Promptly after execution of this
Agreement, the Contractor shall provide the Subcontractor with copies of the Contractor’s construction schedule and
schedule of submittals, together with such additional scheduling details as will enable the Subcontractor to plan and
perform the Subcontractor’s Work properly. The Contractor shall promptly notify the Subcontractor of subsequent
changes in the construction and submittal schedules and additional scheduling details.
§ 3.2.2 The Contractor shall provide suitable areas for storage of the Subcontractor’s materials and equipment during the
course of the Work. Except as previously agreed upon, additional costs to the Subcontractor resulting from relocation of
such storage areas at the direction of the Contractor shall be reimbursed by the Contractor.
§ 3.3 Communications
§ 3.3.1 The Contractor shall promptly make available to the Subcontractor information, including information received
from the Owner, that affects the performance of this Subcontract and that becomes available to the Contractor
subsequent to execution of this Subcontract.
§ 3.3.2 The Contractor shall not give instructions or orders directly to the Subcontractor’s employees or to the
Subcontractor’s Sub-subcontractors or suppliers unless such persons are designated as authorized representatives of the
Subcontractor.
§ 3.3.3 The Contractor shall permit the Subcontractor to request information directly from the Architect regarding the
percentages of completion and the amount certified on account of Work done by the Subcontractor.
§ 3.3.4 If hazardous materials or substances are being used on the site by the Contractor, a subcontractor, or anyone
directly or indirectly employed by them (other than the Subcontractor), and they are a type of hazardous material or
substance of which an employer is required by law to notify its employees, the Contractor shall, prior to delivery to the
Project site or exposure of the Subcontractor’s employees to such material or substance, give notice of the chemical
composition thereof to the Subcontractor in sufficient detail and time to permit the Subcontractor’s compliance with
such laws.
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
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§ 3.3.5 The Contractor shall promptly notify the Subcontractor of any fault or defect in the Work under this Subcontract
or nonconformity with the Subcontract Documents.
§ 3.3.6 The Contractor shall furnish to the Subc
ontractor within 30 days after receipt of a written request, or earlier if so
required by law, information necessary and relevant for the Subcontractor to evaluate, give notice of or enforce
mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property,
usually referred to as the site, on which the Project is located and the Owner’s interest therein. If the Contractor does not
have such information, the Contractor shall request the information from the Owner in accordance with Article 2 of AIA
Document A201-2017 and promptly furnish the information received from the Owner to the Subcontractor.
§
3.3.7 If the Contractor asserts a Claim against, or
defends a Claim by, the Owner that relates to the Work of the
Subcontractor, the Contractor shall promptly make available to the Subcontractor all information relating to the portion
of the Claim that relates to the Work of the Subcontractor.
§ 3.4 Claims by the Contractor
§ 3.4.1 Liquidated damages, if provided for in the Prime Contract, shall be assessed against the Subcontractor only to the
extent caused by the Subcontractor or any person or entity for whose acts the Subcontractor may be liable, and in no
case for delays or causes arising outside the scope of this Subcontract.
§ 3.4.2 The Contractor’s Claims for the costs of services or materials provided due to the Subcontractor’s failure to
execute the Work shall require
.1 seven days’ notice prior to the Contractor’s providing services or materials, except in an emergency; and
.2 written compilations to the Subcontractor of services and materials provided by the Contractor and
charges for such services and materials no later than the fifteenth day of the month following the
Contractor’s providing such services or materials.
§ 3.5 Contractor’s Remedies
If the Subcontractor defaults or neglects to carry out the Work in accordance with this Agreement and fails within five
working days after receipt of notice from the Contractor to commence and continue correction of such default or neglect
with diligence and promptness, the Contractor may, without prejudice to other remedies the Contractor may have,
remedy such default or neglect and withhold, in accordance with Section 11.1.7.2, the reasonable cost thereof from
current or future payments due the Subcontractor. If payments due to the Subcontractor are not sufficient to cover such
amounts, the Subcontractor shall pay the difference to the Contractor.
ARTICLE 4 SUBCONTRACTOR
§ 4.1 General
The Subcontractor is the person or entity identified as such in this Agreement and is referred to throughout the
Subcontract Documents as if singular in number. The Subcontractor shall be lawfully licensed, if required in the
jurisdiction where the Project is located. The Subcontractor shall designate in writing a representative who shall have
express authority to act on the Subcontractor’s behalf with respect to the Project. The term “Subcontractor” means the
Subcontractor or the Subcontractor’s authorized representative.
§ 4.2 Execution and Progress of the Work
§ 4.2.1 For all Work the Subcontractor intends to subcontract, the Subcontractor shall enter into written agreements with
Sub-subcontractors performing portions of the Work of this Subcontract by which the Subcontractor and the Sub-
subcontractor are mutually bound, to the extent of the Work to be performed by the Sub-subcontractor, assuming toward
each other all obligations and responsibilities that the Contractor and Subcontractor assume toward each other and
having the benefit of all rights, remedies and redress each against the other that the Contractor and Subcontractor have
by virtue of the provisions of this Agreement.
§ 4.2.2 The Subcontractor shall supervise and direct the Subcontractor’s Work, and shall cooperate with the Contractor
in scheduling and performing the Subcontractor’s Work to avoid conflict, delay in, or interference with the Work of the
Contractor, other subcontractors, the Owner, or Separate Contractors.
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
12/08/2021 09:21:54
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§ 4.2.3 Submittals
§ 4.2.3.1 The Subcon
tractor shall submit Shop Drawings, Product Data, Samples, and similar submittals required by the
Subcontract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the
activities of the Contractor or other subcontractors.
§ 4.2.3.2 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Subcontractor represents to
the Contractor that the Subcontractor has (1) reviewed and approved them; (2) determined and verified materials, field
measurements, and field construction criteria related thereto, or will do so; and (3) checked and coordinated the
information contained within such submittals with the requirements of the Work and of the Subcontract Documents.
§ 4.2.4 The Subcontractor shall furnish to the Contractor periodic progress reports on the Work of this Subcontract as
mutually agreed, including information on the status of materials and equipment that may be in the course of
preparation, manufacture, or transit.
§ 4.2.5 The Subcontractor agrees that the Contractor and the Architect each have the authority to reject Work of the
Subcontractor that does not conform to the Prime Contract. The Architect’s decisions on matters relating to aesthetic
effect shall be final and binding on the Subcontractor if consistent with the intent expressed in the Prime Contract.
§ 4.2.6 The Subcontractor shall pay for all materials, equipment, and labor used in connection with the performance of
this Subcontract through the period covered by previous payments received from the Contractor, and shall furnish
satisfactory evidence, when requested by the Contractor, to verify compliance with the above requirements.
§ 4.2.7 The Subcontractor shall take necessary precautions to properly protect the work of the Contractor, Separate
Contractors, and other subcontractors from damage caused by operations under this Subcontract.
§ 4.2.8 The Subcontractor shall cooperate with the Contractor, other subcontractors, the Owner, and Separate
Contractors whose work might affect the Subcontractor’s Work. The Subcontractor shall participate in the preparation
of coordinated drawings in areas of congestion, if required by the Prime Contract, specifically noting and advising the
Contractor of potential conflicts between the Work of the Subcontractor and that of the Contractor, other subcontractors,
the Owner, or Separate Contractors.
§ 4.3 Permits, Fees, Notices, and Compliance with Laws
§ 4.3.1 The Subcontractor shall give notices and comply with applicable laws, statutes, ordinances, codes, rules and
regulations, and lawful orders of public authorities bearing on performance of the Work of this Subcontract. The
Subcontractor shall secure and pay for permits, fees, licenses, and inspections by government agencies necessary for
proper execution and completion of the Subcontractor’s Work, the furnishing of which is required of the Contractor by
the Prime Contract.
§ 4.3.2 The Subcontractor shall comply with Federal, state, and local tax laws; social security acts; unemployment
compensation acts; and workers’ compensation acts, insofar as applicable to the performance of this Subcontract.
§ 4.4 Safety Precautions and Procedures
§ 4.4.1 The Subcontractor shall take reasonable safety precautions with respect to performance of this Subcontract. The
Subcontractor shall comply with safety measures initiated by the Contractor and with applicable laws, statutes,
ordinances, codes, rules and regulations, and lawful orders of public authorities, for the safety of persons and property,
in accordance with the requirements of the Prime Contract. The Subcontractor shall notify the Contractor within three
days of an injury to an employee or agent of the Subcontractor which occurred at the site.
§ 4.4.2 If hazardous materials or substances are being used on the site by the Subcontractor, the Subcontractor’s Sub-
subcontractors, or anyone directly or indirectly employed by them, and they are a type of hazardous material or
substance of which an employer is required by law to notify its employees, the Subcontractor shall, prior to delivery to
the Project site or exposure of the Contractor, other subcontractors, and other employers on the site to such material or
substance, give notice of the chemical composition thereof to the Contractor in sufficient detail and time to permit
compliance with the laws by the Contractor, other subcontractors, and other employers on the site.
§ 4.4.3 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting
from a hazardous material or substance, including
but not limited to asbestos or polychlorinated biphenyl (PCB),
encoun
tered on the site by the Subcontractor, the Subcontractor shall, upon recognizing the condition, immediately stop
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
12/08/2021 09:21:54
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Work in the affected area and promptly report the condition to the Contractor in writing. When the material or substance
has been rendered harmless, the Subcontractor’s Work in the affected area shall resume upon written agreement of the
Contractor and Subcontractor. The Subcontract Time shall be extended appropriately and the Subcontract Sum shall be
increased in the amount of the Subcontractor’s reasonable additional costs of demobilization, delay, and remobilization,
which adjustments shall be accomplished as provided in Article 5 of this Agreement.
§ 4.4.4 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Subcontractor, the
Subcontractor’s Sub-subcontractors, and agents and employees of any of them from and against claims, damages,
losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the
Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in
Section 4.4.3 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to
bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself)
except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity.
§ 4.4.5 The Subcontractor shall reimburse the Contractor for the cost and expense the Contractor incurs (1) for
remediation of a hazardous material or substance brought to the site and negligently handled by the Subcontractor or (2)
where the Subcontractor fails to perform its obligations under Section 4.4.3, except to the extent that the cost and
expense are due to the Contractor’s fault or negligence.
§ 4.5 Cleaning Up
§ 4.5.1 The
Subcontractor s
hall keep the premises and surrounding area free from accumulation of waste materials or
rubbish caused by operations performed under this Subcontract. The Subcontractor shall not be held responsible for
conditions caused by other contractors or subcontractors.
§ 4.5.2 As provided under Section 3.4.2, if the Subcontractor fails to clean up as provided in the Subcontract Documents,
the Contractor may charge the Subcontractor for the Subcontractor’s appropriate share of cleanup costs.
§ 4.6 Warranty
§ 4.6.1 The
Subcontractor wa
rrants to the Owner, Architect, and Contractor that materials and equipment furnished
under this Subcontract will be of good quality and new unless the Subcontract Documents require or permit otherwise.
The Subcontractor further warrants that the Work will conform to the requirements of the Subcontract Documents and
will be free from defects, except for those inherent in the quality of the Work the Subcontract Documents require or
permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The
Subcontractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed
by the Subcontractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal
usage. If required by the Architect and Contractor, the Subcontractor shall provide satisfactory evidence as to the kind
and quality of materials and equipment furnished or to be furnished.
§ 4.6.2 All material, equipment, or other special warranties required by the Subcontract Documents shall be issued in the
name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with the Subcontract
Documents.
§ 4.7 Indemnification
§ 4.7.1 To th
e fu
llest extent permitted by law, the Subcontractor shall indemnify and hold harmless the Owner,
Contractor, Architect, Architect’s consultants, and agents and employees of any of them from and against claims,
damages, losses, and expenses, including but not limited to attorney’s fees, arising out of or resulting from performance
of the Subcontractor’s Work under this Subcontract, provided that any such claim, damage, loss, or expense is
attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the
Work itself), but only to the extent caused by the negligent acts or omissions of the Subcontractor, the Subcontractor’s
Sub-subcontractors, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder.
Such obligation shall not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity
which would otherwise exist as to a party or person described in this Section 4.7.
§ 4.7.2 In claims against any person or entity indemnified under this Section 4.7 by an employee of the Subcontractor,
the Subcontractor’s Sub-subcontractors, anyone directly or indirectly employed by them, or anyone for whose acts they
may be liable, the indemnification obligation under Section 4.7.1 shall not be limited by a limitation on the amount or
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
12/08/2021 09:21:54
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type of damages, compensation or benefits payable by or for the Subcontractor, or the Subcontractor’s Sub-
subcontractors under workers’ compensation acts, disability benefit acts, or other employee benefit acts.
§ 4.8 Remedies for Nonpayment
If the Contractor does not pay the Subcontractor through no fault of the Subcontractor, within seven days from the time
payment should be made as provided in this Agreement, the Subcontractor may, without prejudice to any other available
remedies, upon seven additional days’ notice to the Contractor, stop the Work of this Subcontract until payment of the
amount owing has been received. The Subcontract Sum shall, by appropriate Modification, be increased by the amount
of the Subcontractor’s reasonable costs of demobilization, delay, and remobilization.
§ 4.9 Professional Services Provided by Subcontractor
§ 4.9.1 The Subcontractor shall not be required to provide professional services that constitute the practice of
architecture or engineering unless such services are specifically required by the Subcontract Documents or unless the
Subcontractor is required to provide such services in order to carry out the Subcontractor's responsibilities for its own
construction means, methods, techniques, sequences, and procedures. The Subcontractor shall not be required to provide
professional services in violation of applicable law.
§ 4.9.2 If professional design services or certifications by a design professional related to systems, materials, or
equipment are specifically required of the Subcontractor by the Subcontract Documents, the Contractor will provide all
performance and design criteria that such services must satisfy to the extent the Contractor has received such
performance and design criteria from the Owner and Architect under the terms of the Prime Contract.
§ 4.9.3 If professional design services or certifications by a design professional are required because of means, methods,
techniques, sequences, or procedures required by the Contractor and related to the Work of the Subcontractor, the
Contractor will provide all performance and design criteria that such services must satisfy.
§ 4.9.4 The Subcontractor shall be entitled to rely upon the adequacy, accuracy, and completeness of the performance
and design criteria received from the Contractor under this Section 4.9.
§ 4.9.5 The Subcontractor shall cause the professional services performed under this Section 4.9 to be provided by a
properly licensed design professional, whose signature and seal shall appear on all drawings, calculations,
specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop drawings and
other submittals related to the Work designed by such design professional shall bear the professional's written approval
when submitted to the Contractor. The Contractor shall be entitled to rely upon the adequacy, accuracy, and
completeness of the services, certifications, and approvals performed or provided by the design professionals, provided
the Contractor has provided to the Subcontractor all performance and design criteria required by this Section 4.9.
ARTICLE 5 CHANGES IN THE WORK
§ 5.1 The Owner may make changes in the Work by issuing Modifications to the Prime Contract. Upon receipt of a
Modification to the Prime Contract issued subsequent to the execution of this Agreement, the Contractor shall promptly
notify the Subcontractor of such Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not
thereafter order materials or perform Work that would be inconsistent with the changes made by the Modification to the
Prime Contract.
§ 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this Subcontract, to make
changes in the Work within the general scope of this Subcontract consisting of additions, deletions, or other revisions,
including those required by Modifications to the Prime Contract issued subsequent to the execution of this Agreement,
with the Subcontract Sum and the Subcontract Time adjusted accordingly. The Subcontractor, prior to the
commencement of such changed or revised Work, shall submit promptly to the Contractor written copies of a Claim for
adjustment to the Subcontract Sum and Subcontract Time for such revised Work in a manner consistent with
requirements of the Subcontract Documents.
§ 5.3 The Subcontractor shall make all Claims promptly to the Contractor for additional cost, extensions of time and
damages for delays, or other causes in accordance with the Subcontract Documents. A Claim which will affect or
become part of a Claim which the Contractor is required to make under the Prime Contract within a specified time
period or in a specified manner shall be made in sufficient time to permit the Contractor to satisfy the requirements of
the Prime Contract. Such Claims shall be received by the Contractor not less than two working days preceding the time
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
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by which the Contractor’s Claim must be made. Failure of the Subcontractor to make such a timely Claim shall bind the
Subcontractor to the same consequences as those to which the Contractor is bound.
ARTICLE 6 CLAIMS AND DISPUTES
§ 6.1 Mediation
§ 6.1.1 C
laim
s, disputes, or other matters in controversy arising out of or related to this Subcontract, except those waived
as provided for in Sections 6.5 and 11.3.2, shall be subject to mediation as a condition precedent to binding dispute
resolution.
§ 6.1.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree
otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry
Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing,
delivered to the other party to this Subcontract and filed with the person or entity administering the mediation. The
request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event,
mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation
for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court
order. If an arbitration is stayed pursuant to this Section 6.1.2, the parties may nonetheless proceed to the selection of
the arbitrators(s) and agree upon a schedule for later proceedings.
§ 6.1.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
§ 6.2 Binding Dispute Resolution
For any Claim subject to, but not resolved by mediation pursuant to Section 6.1, the method of binding dispute
resolution shall be as follows:
(Check the appropriate box.)
Arbitration pursuant to Section 6.3 of this Agreement
Litigation in a court of competent jurisdiction
Other: (Specify)
If the Contractor and Subcontractor do not select a method of binding dispute resolution, or do not subsequently agree
in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of
competent jurisdiction.
§ 6.3 Arbitration
§ 6.3.1 If
th
e Contractor and Subcontractor have selected arbitration as the method of binding dispute resolution in
Section 6.2, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties
mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its
Construction Industry Arbitration Rules in effect on the date of this Agreement. The arbitration should be conducted in
the place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration shall
be made in writing, delivered to the other party to the Subcontract, and filed with the person or entity administering the
arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that
party on which arbitration is permitted to be demanded.
§ 6.3.2 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation but
in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim
would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand
for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable
proceedings based on the Claim.
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American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
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§ 6.3.3 The award re
ndered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof.
§ 6.3.4 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly
consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having
jurisdiction thereof.
§ 6.4 Consolidation or Joinder
§ 6.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party
may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided
that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the arbitrations to be
consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially similar
procedural rules and methods for selecting arbitrator(s).
§ 6.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party
may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is
required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing
to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration
of a Claim, dispute, or other matter in question not described in the written consent.
§ 6.4.3 The Contractor and Subcontractor grant to any person or entity made a party to an arbitration conducted under
this Section 6.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Contractor and
Subcontractor under this Agreement.
§ 6.5 Waiver of Claims for Consequential Damages
The Contractor and Subcontractor waive claims against each other for consequential damages arising out of or relating
to this Subcontract, including without limitation, any consequential damages due to either party’s termination in
accordance with Article 7. Nothing contained herein shall be deemed to preclude an award of liquidated damages, when
applicable, in accordance with the requirements of this Agreement.
ARTICLE 7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT
§ 7.1 Termination by the Subcontractor
The Subcontractor may terminate the Subcontract for the same reasons and under the same circumstances and
procedures with respect to the Contractor as the Contractor may terminate with respect to the Owner under the Prime
Contract, or for nonpayment of amounts due under this Subcontract for 60 days or longer. In the event of such
termination by the Subcontractor for any reason which is not the fault of the Subcontractor, the Subcontractor’s Sub-
subcontractors, or their agents or employees or other persons or entities performing portions of the Work under contract
with the Subcontractor, the Subcontractor shall be entitled to recover from the Contractor payment for Work executed
and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, as well as
reasonable overhead and profit on work not executed and costs incurred by reason of such termination.
§ 7.2 Termination by the Contractor
§ 7.2.1 Termination for Cause
If the Subcontractor repeatedly fails or neglects to carry out the Work in accordance with the Subcontract Documents or
otherwise to perform in accordance with this Subcontract and fails within a ten-day period after receipt of notice to
commence and continue correction of such default or neglect with diligence and promptness, the Contractor may, by
notice to the Subcontractor and without prejudice to any other remedy the Contractor may have, terminate the
Subcontract and finish the Subcontractor’s Work by whatever method the Contractor may deem expedient. If the unpaid
balance of the Subcontract Sum exceeds the expense of finishing the Subcontractor’s Work and other damages incurred
by the Contractor and not expressly waived, such excess shall be paid to the Subcontractor. If such expense and
damages exceed the unpaid balance of the Subcontract Sum, the Subcontractor shall pay the difference to the
Contractor.
§ 7.2.2 Termination for Convenience
§ 7.2.2.1 If the Owner terminates the Prime Contract for the Owner’s convenience, the Contractor shall promptly deliver
notice to the Subcontractor.
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§ 7.2.2.2 In case of such termination for the
Owner’s convenience, the Subcontractor shall be entitled to receive payment
for Work properly executed, costs incurred by reason of the termination, and reasonable overhead and profit on the
Work not executed.
§ 7.2.2.3 Upon receipt of notice of termination, the Subcontractor shall
.1 cease operations as directed by the Contractor in the notice;
.2 take actions necessary, or that the Contractor may direct, for the protection and preservation of the Work;
and
.3 except for Work directed to be performed prior to the effective date of termination stated in the notice,
terminate all existing Sub-subcontracts and purchase orders and enter into no further Sub-subcontracts
and purchase orders.
§ 7.3 Suspension by the Contractor for Convenience
§ 7.3.1 The Contractor may, without cause, order the Subcontractor in writing to suspend, delay, or interrupt the Work of
this Subcontract in whole or in part for such period of time as the Contractor may determine. In the event of suspension
ordered by the Contractor, the Subcontractor shall be entitled to an equitable adjustment of the Subcontract Time and
Subcontract Sum.
§ 7.3.2 The Subcontract Time and Subcontract Sum shall be adjusted for increases in the cost and time caused by
suspension, delay or interruption as described in Section 7.3.1. Adjustment of the Subcontract Sum shall include profit
on the increased cost of performance caused by suspension, delay, or interruption. No adjustment shall be made to the
extent that
.1 performance is, was or would have been so suspended, delayed, or interrupted by another cause for
which the Subcontractor is responsible; or
.2 an equitable adjustment is made or denied under another provision of this Subcontract.
§ 7.4 Assignment of the Subcontract
§ 7.4.1 In the e
vent t
he Owner terminates the Prime Contract for cause, this Subcontract is assigned to the Owner
pursuant to Section 5.4 of AIA Document A201–2017 provided the Owner accepts the assignment by notifying the
Contractor and Subcontractor.
§ 7.4.2 Without the Contractor’s written consent, the Subcontractor shall not assign the Work of this Subcontract,
subcontract the whole of this Subcontract, or subcontract portions of this Subcontract.
ARTICLE 8 THE WORK OF THIS SUBCONTRACT
The Subcontractor shall execute the following portion of the Work described in the Subcontract Documents, including
all labor, materials, equipment, services and other items required to complete such portion of the Work, except to the
extent specifically indicated in the Subcontract Documents to be the responsibility of others.
(Insert a precise description of the Work of this Subcontract, referring where appropriate to numbers of Drawings,
sections of Specifications and pages of Addenda, Modifications, and accepted alternates.)
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
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ARTICLE 9 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
§ 9.1 The date of commencement of the Subcontractor’s Work, shall be:
(Check one of the following boxes.)
The date of this Agreement.
A date set forth in a notice to proceed issued by the Contractor.
Established as follows:
(Insert a date or a means to determine the date of commencement of the Subcontractor’s Work.)
If a date of commencement of the Subcontractor’s Work is not selected, then the date of commencement shall be the
date of this Agreement.
§ 9.2 Subcontract Time
§ 9.2.1 The Subcontract Time is the period of time, including authorized adjustments, allotted in the Subcontract
Documents for Substantial Completion of the Work described in the Subcontract Documents. The Subcontract Time
shall be measured from the date of commencement of the Subcontractor’s Work.
§ 9.2.2 Subject to adjustments of the Subcontract Time as provided in the Subcontract Documents, the Subcontractor
shall achieve substantial completion of the Subcontractor’s Work:
(Check one of the following boxes and complete the necessary information.)
§ 9.2.3 Subject to adjustments of the Subcontract Time as provided in the Subcontract Documents, if portions of the
Subcontractor’s Work are to be completed prior to substantial completion of the Subcontractor’s Work, then the
Subcontractor shall achieve earlier substantial completion of such portions by the following dates.
(List all portions of the Subcontractor’s Work required to achieve substantial completion of the Subcontractor’s Portion
of the Work.)
Portion of Work Substantial Completion
§ 9.2.4 If the Su
bcontractor fails to achieve substantial completion as provided in this Section 9.2, liquidated damages, if
any, shall be assessed as set forth in Section 3.4.
§ 9.3 With respect to the obligations of both the Contractor and the Subcontractor, time is of the essence of this
Subcontract.
§ 9.4 No extension of time will be valid without the Contractor’s written consent after a Claim is made by the
Subcontractor in accordance with Section 5.3.
Not later than ((
) calendar days from
the date of commencement of the Work.
By the following date:
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
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ARTICLE 10 SUBCONTRACT SUM
§ 10.1 The Contractor shall pay the Subcontractor the Subcontract Sum in current funds for the Subcontractor’s
performance of the Subcontract. The Subcontract Sum shall be
($ ), subject to additions and deductions as provided in the Subcontract Documents.
§ 10.2 Alternates
§ 10.2.1 Alternates, if any, included in the Subcontract Sum:
Item Price
§ 10.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Contractor following
execution of this Agreement. Upon acceptance, the Contractor shall issue a Modification to this Subcontract:
(Insert below each alternate and the conditions that must be met for the Contractor to accept the alternate.)
Item Price Conditions for Acceptance
§ 10.3 Unit prices, if any:
(Identify and state the unit price, and quantity limitations, if any, to which the unit price will be applicable.)
Item Units and Limitations Price Per Unit ($0.00)
§ 10.4 Allowances, if any, included in the Subcontract Sum:
(Identify allowance and state exclusions, if any, from the allowance price.)
Item Price
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ARTICLE 11 PAYMENTS
§
11.1 Progress Payments
§ 11.1.1 Based upon applications for payment submitted to the Contractor by the Subcontractor, corresponding to
applications for payment submitted by the Contractor to the Architect, and certificates for payment issued by the
Architect, the Contractor shall make progress payments on account of the Subcontract Sum to the Subcontractor as
provided below and elsewhere in the Subcontract Documents. Unless the Contractor provides the Owner with a
payment bond in the full penal sum of the Contract Sum, payments received by the Contractor and Subcontractor for
Work properly performed by their contractors and suppliers shall be held by the Contractor and Subcontractor for those
contractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor or
Subcontractor for which payment was made to the Contractor by the Owner or to the Subcontractor by the Contractor,
as applicable. Nothing contained herein shall require money to be placed in a separate account and not commingled with
money of the Contractor or Subcontractor, shall create any fiduciary liability or tort liability on the part of the
Contractor or Subcontractor for breach of trust, or shall entitle any person or entity to an award of punitive damages
against the Contractor or Subcontractor for breach of the requirements of this provision.
§ 11.1.2 The period covered by each application for payment shall be one calendar month ending on the last day of the
month, or as follows:
§ 11.1.3 Provided an application for payment is received by the Contractor not later than the day of a
month, the Contractor shall include the Subcontractor’s Work covered by that application in the next application for
payment which the Contractor is entitled to submit to the Architect. The Contractor shall pay the Subcontractor each
progress payment no later than seven working days after the Contractor receives payment from the Owner. If the
Architect does not issue a certificate for payment or the Contractor does not receive payment for any cause which is not
the fault of the Subcontractor, the Contractor shall pay the Subcontractor, on demand, a progress payment computed as
provided in Sections 11.1.7, 11.1.8, 11.1.9 and 11.2.
§ 11.1.4 If the Subcontractor’s application for payment is received by the Contractor after the application date fixed
above, the Subcontractor’s Work covered by it shall be included by the Contractor in the next application for payment
submitted to the Architect.
§ 11.1.5 The Subcontractor shall submit to the Contractor a schedule of values prior to submitting the Subcontractor’s
first Application for Payment. Each subsequent application for payment shall be based upon the most recent schedule of
values submitted by the Subcontractor in accordance with the Subcontract Documents. The schedule of values shall
allocate the entire Subcontract Sum among the various portions of the Subcontractor’s Work and be prepared in such
form and supported by such data to substantiate its accuracy as the Contractor may require, and unless objected to by
the Contractor, shall be used as a basis for reviewing the Subcontractor’s applications for payment.
§ 11.1.6 Applications for payment submitted by the Subcontractor shall indicate the percentage of completion of each
portion of the Subcontractor’s Work as of the end of the period covered by the application for payment.
§ 11.1.7 Subject to the provisions of the Subcontract Documents, the amount of each progress payment shall be
computed as follows:
§ 11.1.7.1 The amount of each progress payment shall first include:
.1 That portion of the Subcontract Sum properly allocable to completed Work:
.2 That portion of the Subcontract Sum properly allocable to materials and equipment delivered
and suitably stored at the site by the Subcontractor for subsequent incorporation in the Subcontractor’s
Work or, if approved by the Contractor, suitably stored off the site at a location agreed upon in writing;
and
.3 The amount, if any, for changes in the Work that are not in dispute and have been properly authorized by
the Contractor, to the same extent provided in the Prime Contract, pending a final determination by the
Contractor of the cost of changes in the Subcontractor’s Work, even though the Subcontract Sum has not
yet been adjusted.
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American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
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§ 11.1.7.2 The am
ount of each progress payment shall then be reduced by:
.1 The aggregate of previous payments made by the Contractor;
.2 The amount, if any, for Work that remains uncorrected and for which the Contractor has previously
withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017 for a cause that
is the fault of the Subcontractor;
.3 For Work performed or defects discovered since the last payment application, any amount for
which the Contractor may withhold payment in whole or in part, as provided in Article 9 of AIA
Document A201-2017, for a cause that is the fault of the Subcontractor; and
.4 Retainage withheld pursuant to Section 11.1.8 of this Agreement.
§ 11.1.8 Retainage
§ 11.1.8.1 Fo
r each
progress payment made prior to substantial completion of the Subcontractor’s Work, the Contractor
may withhold the following amounts as retainage from the payment otherwise due:
(Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of
retainage may be limited by governing law.)
§ 11.1.8.1.1 The following items are not subject to retainage:
(Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.)
§ 11.1.8.2 Reduction or limitation of retainage, if any, shall be as follows:
(If the retainage established in Section 11.1.8.1 is to be modified prior to substantial completion of the entire Work,
including modifications for substantial completion of portions of the Subcontractor’s Work as provided in Section 9.2.3,
insert provisions for such modification.)
§ 11.1.9 Upon the partial or entire disapproval by the Contractor of the Subcontractor’s application for payment, the
Contractor shall provide notice to the Subcontractor. If the Subcontractor disputes the Contractor’s decision regarding a
Subcontractor’s Application for Payment in whole or in part, the Subcontractor may submit a Claim in accordance with
Article 6. When the basis for the disapproval has been remedied, the Subcontractor shall be paid the amounts withheld.
§ 11.1.10 Provided the Contractor has fulfilled its payment obligations under the Subcontract Documents, the
Subcontractor shall defend and indemnify the Contractor and Owner from all loss, liability, damage, or expense,
including reasonable attorney’s fees and litigation expenses, arising out of any lien claim or other claim for payment by
any of the Subcontractor’s subcontractors, suppliers, or vendors of any tier. Upon receipt of notice of such lien claim or
other claim for payment, the Contractor shall notify the Subcontractor. If approved by the applicable court, when
required, the Subcontractor may substitute a surety bond for the property against which the lien or other claim for
payment has been asserted.
§ 11.2 Substantial Completion
When the Subcontractor’s Work or a designated portion thereof is substantially complete and in accordance with the
requirements of the Prime Contract, the Contractor shall, upon application by the Subcontractor, make prompt
application for payment for such Work. Within 30 days following issuance by the Architect of the certificate for
payment covering such substantially completed Work, the Contractor shall, to the full extent allowed in the Prime
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Contract, make payment to the Subcontractor, deducting any portion of the funds for the Subcontractor’s Work withheld
in accordance with the certificate to cover costs of items to be completed or corrected by the Subcontractor. Such
payment to the Subcontractor shall be the entire unpaid balance of the Subcontract Sum if a full release of retainage is
allowed under the Prime Contract for the Subcontractor’s Work prior to the completion of the entire Project. If the
Prime Contract does not allow for a full release of retainage, then such payment shall be an amount which, when added
to previous payments to the Subcontractor, will reduce the retainage on the Subcontractor’s substantially completed
Work to the same percentage of retainage as that on the Contractor’s Work covered by the certificate.
§ 11.3 Final Payment
§ 11.3.1 Final payment, constituting the entire unpaid balance of the Subcontract Sum, shall be made by the Contractor
to the Subcontractor when the Subcontractor’s Work is fully performed in accordance with the requirements of the
Subcontract Documents, the Architect has issued a certificate for payment covering the Subcontractor’s completed
Work and the Contractor has received payment from the Owner. If, for any cause which is not the fault of the
Subcontractor, a certificate for payment is not issued or the Contractor does not receive timely payment or does not pay
the Subcontractor within seven days after receipt of payment from the Owner, final payment to the Subcontractor shall
be made upon demand.
(Insert provisions for earlier final payment to the Subcontractor, if applicable.)
§ 11.3.2 Before issuance of the final payment, the Subcontractor, if required, shall submit evidence satisfactory to the
Contractor that all payrolls, bills for materials and equipment, and all known indebtedness connected with the
Subcontractor’s Work have been satisfied. Acceptance of final payment by the Subcontractor shall constitute a waiver
of claims by the Subcontractor, except those previously made in writing and identified by the Subcontractor as unsettled
at the time of final application for payment.
§ 11.4 Interest
Payments due and unpaid under this Subcontract shall bear interest from the date payment is due at such rate as the
parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place
where the Project is located.
(Insert rate of interest agreed upon, if any.)
%
ARTICLE 12 INSURANCE AND BONDS
§ 12.1 Subcontractor’s Required Insurance Coverage
§ 12.1.1 The Subcontractor shall purchase and maintain the following types and limits of insurance, from a company or
companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, as will protect the
Subcontractor from claims that may arise out of, or result from, the Subcontractor’s operations and completed
operations under the Subcontract:
(Specify each type of insurance, such as commercial general liability, automobile, worker’s compensation, employers’
liability, professional liability, and pollution, required to be carried by the Subcontractor, the limits of coverage for
each type of insurance, and any other pertinent requirements.)
Type of Insurance Limits Other Pertine
nt Requirements
§ 12.1.2 Coverages, wheth
er written on an occurrence or claims-made basis, shall be maintained without interruption
from the date of commencement of the Subcontractor’s Work until the date of final payment and termination of any
coverage required to be maintained after final payment to the Subcontractor, and, with respect to the Subcontractor’s
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completed operations coverage, until the expiration of the period for correction of Work or for such other period for
maintenance of completed operations coverage as specified in the Prime Contract.
§ 12.1.3 If professional services are required under Section 4.9, the Subcontractor shall provide the professional liability
insurance coverage required under this Section 12.1 for the following period after completion of the Work:
§ 12.1.4 Certificates of Insurance. The Subcontractor shall provide certificates of insurance acceptable to the Contractor
evidencing compliance with the requirements in this Article 12 at the following times: (1) prior to commencement of
the Subcontractor’s Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the
Contractor’s written request. An additional certificate evidencing continuation of liability coverage, including coverage
for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or
replacement of such coverage until the expiration of the time required in this Article 12. The certificates shall show the
Contractor and the Owner as additional insureds on the Subcontractor’s Commercial General Liability and any excess
or umbrella liability policy.
§ 12.1.5 Deductibles and Self-Insured Retentions. The Subcontractor shall disclose to the Contractor any deductible or
self-insured retentions applicable to any insurance required to be provided by the Subcontractor.
§ 12.1.6 Additional Insured Obligations. To the fullest extent permitted by law, the Subcontractor shall cause its
commercial general liability coverage to include: (1) the Contractor, the Owner, the Architect, and the Architect’s
consultants as additional insureds for claims caused in whole or in part by the Subcontractor’s negligent acts or
omissions during the Subcontractor’s operations; and (2) the Contractor and Owner as additional insureds for claims
caused in whole or in part by the Subcontractor’s negligent acts or omissions for which loss occurs during the
Subcontractor’s completed operations. The additional insured coverage shall be primary and non-contributory to any of
the Contractor’s and Owner’s general liability insurance policies and shall apply to both ongoing and completed
operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by
Insurance Services Office, Inc. (ISO) CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the
Architect’s consultants, CG 20 32 07 04.
§ 12.1.7 Notice of Cancellation or Change in Coverage. Within three (3) business days of the date the Subcontractor
becomes aware of an impending or actual cancellation or expiration of any insurance required by the Subcontract
Documents, the Subcontractor shall provide notice to the Contractor of such impending or actual cancellation or
expiration. Upon receipt of notice from the Subcontractor, the Contractor shall, unless the lapse in coverage arises from
an act or omission of the Contractor, have the right to suspend the Work in accordance with this Agreement until the
lapse in coverage has been cured by the procurement of replacement coverage by the Subcontractor. The furnishing of
notice by the Subcontractor shall not relieve the Subcontractor of any contractual obligation to provide any required
coverage.
§ 12.2 Subcontractor’s Required Performance Bond and Payment Bond
§ 12.2.1 The Sub
con
tractor shall provide surety bonds, from a company or companies lawfully authorized to issue surety
bonds in the jurisdiction where the Project is located, as follows:
(Specify type and penal sum of bonds.)
Type Penal Sum ($0.00)
Payment Bond
Performance Bond
Payment and Performance Bonds shall be AIA Document A312
TM
, Payment Bond and Performance Bond, or contain
provisions identical to AIA Document A312
TM
, current as of the date of this Agreement.
§ 12.2.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of
obligations under this Agreement, the Subcontractor shall promptly furnish a copy of the bonds or shall permit a copy to
be made.
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
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17
§ 12.3 Contractor’s Insurance and
Bond Obligations
§ 12.3.1 The Cont
ractor
shall furnish to the Subcontractor certificates of insurance evidencing insurance coverage
required of the Contractor under the Prime Contract.
§ 12.3.2 The Contractor shall promptly, upon request of the Subcontractor, furnish a copy or permit a copy to be made of
any bond covering payment of obligations arising under the Subcontract.
§ 12.4 Property Insurance
§ 12.4.1 When requested in writing, the Contractor shall provide the Subcontractor with copies of the property and
equipment policies in effect for the Project, to the extent copies of the policies are available to the Contractor. The
Contractor shall notify the Subcontractor if the required property insurance policies are not in effect.
§ 12.4.2 If the required property insurance is not in effect for the full value of the Subcontractor’s Work, then the
Subcontractor shall purchase insurance for the value of the Subcontractor’s Work, and the Subcontractor shall be
reimbursed for the cost of the insurance by an adjustment in the Subcontract Sum.
§ 12.4.3 Property insurance for the Subcontractor’s materials and equipment required for the Subcontractor’s Work,
stored off site or in transit and not covered by the Project property insurance, shall be paid for through the application
for payment process.
§ 12.5 Waivers of Subrogation
The Contractor and Subcontractor waive all rights against (1) each other and any of their subcontractors, sub-
subcontractors, agents, and employees, each of the other, and (2) the Owner, the Architect, the Architect’s consultants,
and (3) Separate Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees for
damages caused by fire or other causes of loss to the extent those losses are covered by property insurance provided
under the Prime Contract or other property insurance applicable to the Work or to property at or adjacent to the Project
site, except such rights as they may have to proceeds of such insurance held by the Owner as a fiduciary. The
Subcontractor shall require similar written waivers in favor of the individuals and entities enumerated herein from the
Subcontractor’s Sub-subcontractors, agents, and employees. The policies of insurance purchased and maintained by
each person or entity agreeing to waive claims pursuant to this Section 12.5 shall not prohibit this waiver of
subrogation, which shall be effective as to a person or entity (1) even though that person or entity would otherwise have
a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance
premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the property
damaged.
ARTICLE 13 TEMPORARY FACILITIES, SERVICES, EQUIPMENT AND WORKING CONDITIONS
§ 13.1 The Contractor shall furnish and make the Contractor’s temporary facilities and services available to the
Subcontractor at no cost, except as noted below:
§ 13.2 The Contractor’s equipment will be available to the Subcontractor only at the Contractor’s discretion and on
mutually satisfactory terms, except as noted below:
§ 13.3 Specific working conditions as noted below:
(Insert any specific arrangements or requirements concerning working conditions and labor matters applicable to the
Subcontractor’s Work.)
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
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18
ARTICLE 14 MISCELLANEOUS PROVISIONS
§ 14.1 Where r
eference is made in this Subcontract to a provision of another Subcontract Document, the reference refers
to that provision as amended or supplemented by other provisions of the Subcontract Documents.
§ 14.2 The Contractor’s representative:
(Name, address, email address and other information)
§ 14.3 The Subcontractor’s representative:
(Name, address, email address and other information)
§ 14.4 Notice
§ 14.4.1 Except
as ot
herwise provided in Section 14.4.2, where the Subcontract Documents require one party to notify or
give notice to the other party, such notice shall be provided in writing to the designated representative of the party to
whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier,
or by electronic transmission if a method for electronic notice is set forth in Section 14.4.3.
§ 14.4.2 Notice of Claims shall be provided in writing and shall be deemed to have been duly served only if delivered to
the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier
providing proof of delivery.
§ 14.4.3 Notice in electronic format, pursuant to Section 14.4.1, may be given in accordance with AIA Document
E203™–-2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below:
(If other than in accordance with AIA Document E203™–-2013, insert requirements for delivering notice in electronic
format such as name, title, and email address of the recipient and whether and how the system will be required to
generate a read receipt for the transmission.)
§ 14.5 Neither the Contractor’s nor the Subcontractor’s representative shall be changed without ten days’ prior notice to
the other party.
§ 14.6 The invalidity of any provision of the Subcontract Documents shall not invalidate the Subcontract or its
remaining provisions. If it is determined that any provision of the Subcontract violates any law or is otherwise invalid or
unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and
enforceable. In such case, the Subcontract shall be construed, to the fullest extent permitted by law, to give effect to the
parties' intentions and purposes in executing the Subcontract.
§ 14.7 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other
information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information
Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of
digital data.
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
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2114268575
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19
§ 14.7.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols
governing the use of, and reliance on, the information contained in the model and without having those protocols set
forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA
Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s
sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the
building information model, and each of their agents and employees.
ARTICLE 15 ENUMERATION OF SUBCONTRACT DOCUMENTS
§ 15.1 This Agreement is comprised of the following documents:
.1 AIA Document A401®–2017, Standard Form Agreement Between Contractor and Subcontractor;
.2 Prim
e Agreement between the Owner and Contractor, including all exhibits thereto, attached as Exhibit
A;
.3 AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if not included
in the Prime Agreement, dated as indicated below:
(Insert the date of the E203–2013 incorporated into this Agreement.)
.4 Other Exhibits incorporated into this Agreement:
(Clearly identify any other exhibits incorporated into this Agreement.)
.5 Other documents:
(List other documents, if any, forming part of the Agreement.)
This Agreement entered into as of the day and year first written above.
CONTRACTOR (Signature) SUBCONTRACTOR (Signature)
(Printed n
ame and title) (Printed name and title)
AIA Document A401® – 2017. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997, 2007 and 2017 by The
American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, “A401,” and “AIA Contract Documents” are
registered trademarks and may not be used without permission. This document was created on under the terms of AIA
Documents on Demand
®
Order No. , is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA
Contract Documents® Documents-on-Demand - End User License Agreement. To report copyright violations, e-mail copyright@aia.org.
12/08/2021 09:21:54
2114268575
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Document A401 2017 Standard Form of Agreement Between

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