CONDITIONS TO THE SUBCONTRACT MASTER AGREEMENT
In addition to the Subcontract Master Agreement and the particular Project Work Authorization Agreement, the parties agree as follows:
1. SUBCONTRACTOR'S WORK. Subcontractor shall perform all work and shall furnish all labor, materials, equipment, plant, scaffolding, hoisting, tools, fasteners, anchors, supplies, taxes, freight, quality control documentation, supervisory personnel, testing, training, insurance and all other things necessary for the total, satisfactory and timely construction and completion of the work generically described in the Scope of Work section of the Work Authorization Document(s) and work incidental thereto whether shown or not (collectively, the "Subcontractor's Work"), in strict accordance and full compliance with the Prime Agreement between Owner (which term shall include all of the Owner's agents and representatives) and Contractor (even if designated thereunder as “Construction Manager”) and incorporated contract documents (together, the "Contract Documents"), the Drawings and Specifications listed in Paragraph G of the particular Project Work Authorization Agreement(s) to this Subcontract Master Agreement (which Drawings and Specifications take precedence over the drawings and specifications listed within the Prime Agreement, if those drawings and specifications listed in the Prime Agreement are an earlier edition from those bid by Subcontractor), Contractor's Quality Control Manual, Subcontractor's Schedule of Values (as approved by Contractor) and any addenda and Modifications to the Contract Documents or this Subcontract Master Agreement, Contractor's Schedule and, at Contractor’s option exercised under Article 23 of these Conditions to the Subcontract Master Agreement, payment and performance bonds (all of the foregoing, collectively the “Subcontract Documents”), and to the satisfaction of Contractor and Owner. Subcontractor's Work is not limited by any titles on the drawings or headings in the Specifications because the parties intend that all work customarily performed with the Subcontractor's Work and required by the Contract Documents shall be performed by Subcontractor, including any and all items and services consistent with, contemplated by and reasonably inferable from, the Contract Documents, whether or not such items and services are specifically mentioned therein, unless expressly excluded. (a) This Subcontract includes the body of this Subcontract Master Agreement and these Conditions to the Subcontract Master Agreement, the particular Project’s Work Authorization Document(s) and the Subcontract Documents. Further, subject to Article 3 of these Conditions to the Subcontract Mas ter Agreement, the particular Project’s Work Authorization Document(s), the Contract Documents and any addenda and written Modifications to them all are hereby incorporated by reference and made a part of this Subcontract as if fully set forth herein. This Subcontract Master Agreement and these Conditions, the particular Project’s Work Authorization Document(s), the Subcontract Documents and the incorporated Contract Documents contain the entire agreement between Contractor and Subcontractor with respect to the Project. No proposals or bids of Subcontractor or any other agreements, representations, warranties, opinions, or other matters, oral or written, of the Contractor or any of Contractor's respective officers, agents or employees, shall be deemed to bind Contractor to Subcontractor with respect to the Project. This Subcontract cannot be amended, modified, or changed except in a written Change Order, signed by the designated representative of Contractor. Contractor shall be entitled unilaterally to alter, modify, add to or delete from any of the Subcontractor's Work, if within or related to the general scope of the Subcontractor's Work with adjustment in the Subcontract Price, if any, or Time, if any, to be in accordance with this Subcontract. 2. COMPLETE AGREEMENT/SUBCONTRACTOR'S INVESTIGATIONS AND REPRESENTATIONS. (b) Subcontractor represents and warrants that (i) Subcontractor is fully qualified and financially able to perform this Subcontract, (ii) Subcontractor is experienced in the type of Subcontractor's Work required by this Subcontract, and (iii) prior to the execution of this Subcontract, Contractor has supplied Subcontractor with full and complete access to the Subcontract Documents, the Contract Documents and the Project site, (iv) Subcontractor has thoroughly reviewed this Subcontract Master Agreement, the particu lar Project’s Work Authorization Document(s), the Subcontract Documents and the Contract Documents and the most current Project Schedule, (v) Subcontractor has visited and inspected the site of Subcontractor's Work and has independently investigated the local conditions and is fully aware of all the obligations, risks, responsibilities, difficulties, and limitations which this Subcontract Master Agreement, the particular Project’s Work Authorization Document(s), the Contract Documents, the locality, and the Project site impose, and (vi) Subcontractor is fully aware of the rights and remedies provided to the Owner against Contractor and any limitations on the rights and remedies of Contractor against Owner pursuant to the Contract Documents. Subcontractor has entered into this Subcontract based on Subcontractor's own examination, investigation and evaluation of the Subcontract Master Agreement, the particular Project’s Work Authorization Document, the Subcontract Documents, the Contract Documents, the Project site and the local conditions. Any failure by Subcontractor to investigate independently and become fully informed will not relieve Subcontractor from Subcontractor's responsibilities hereunder. Subcontractor acknowledges and
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