1. Definitions

  • “Contractor” refers to VENERGY GROUP.
  • “Subcontractor” refers to the entity entering into a subcontract agreement with the Contractor.
  • “Client” refers to the party identified as such in the Contractor’s Prime Contract.
  • “Work” refers to the services, goods, or materials to be provided under the subcontract.
  • “Prime Contract” refers to the contract between the Contractor and the Client.

2. Scope of Work

Subcontractor agrees to perform the Work as described in the Subcontract and in accordance with the Prime Contract requirements. The Subcontractor shall provide all labor, materials, equipment, and services necessary to complete the Work.

3. Performance of Work

Subcontractor shall perform all Work in a professional manner, adhering to industry standards and applicable laws and regulations. This includes compliance with all relevant health and safety requirements, including OSHA standards and any specific Client requirements.

4. Payment Terms

  • Payment will be made according to the agreed-upon schedule in the Subcontract.
  • Contractor reserves the right to withhold payment for unsatisfactory or incomplete work.
  • Final payment may be subject to the Client’s acceptance of the Work.

5. Changes and Modifications

  • Any changes to the scope of work must be agreed upon in writing by both parties.
  • Contractor may issue change orders, which the Subcontractor must comply with unless otherwise agreed.
  • Subcontractor shall promptly notify Contractor of any conditions that may result in a change to the Work or schedule.

6. Insurance and Bonds

  • Subcontractor shall maintain required insurance coverage, including general liability, workers’ compensation, and automobile liability, in accordance with FAR 52.228-7.
  • Subcontractor may be required to provide performance and payment bonds if specified in the Subcontract.
  • Certificates of insurance must be provided to Contractor before commencing Work.

7. Indemnification

Subcontractor agrees to indemnify and hold harmless the Contractor from claims arising from Subcontractor’s negligence, breach of the Subcontract, or failure to comply with applicable laws and regulations.

8. Termination

  • Contractor may terminate the Subcontract for convenience or cause, as outlined in the specific agreement and in accordance with FAR Part 49.
  • Subcontractor shall be compensated for Work completed up to the termination date, subject to the terms of the Subcontract.

9. Intellectual Property and Confidentiality

  • Any inventions, ideas, or work products developed during the project shall belong to the Contractor unless otherwise specified, in accordance with FAR 52.227-11.
  • Subcontractor agrees to maintain the confidentiality of all proprietary information related to the project.

10. Dispute Resolution

Disputes shall be resolved through negotiation, mediation, or arbitration as specified in the Subcontract. Any legal proceedings shall be conducted in the jurisdiction specified in the Subcontract, in accordance with FAR 52.233-1.

11. Compliance with Laws

  • Subcontractor shall comply with all applicable federal, state, and local laws, including those related to employment eligibility verification (E-Verify) as per FAR 52.222-54.
  • Subcontractor is responsible for obtaining all necessary permits and licenses for the Work.
  • Subcontractor shall comply with the Service Contract Act (SCA) and Davis-Bacon Act (DBA) wage requirements, as applicable.

12. Safety and Environmental Regulations

  • Subcontractor shall adhere to all safety and environmental regulations, including proper handling of hazardous materials, in compliance with 29 CFR 1910.120 (HAZWOPER) and other applicable OSHA standards.
  • Subcontractor must report any safety incidents or near-misses to Contractor immediately.
  • Subcontractor shall comply with the “No Smoking” policy on Veterans Administration properties.

13. Assignment

Subcontractor may not assign the Subcontract without written consent from the Contractor, in accordance with FAR 52.232-23.

14. Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control, provided prompt notice is given to the other party.

15. Organizational Conflicts of Interest and Procurement Integrity

Subcontractor warrants that, to the best of its knowledge, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest, as described in FAR Subpart 9.5. Subcontractor agrees to disclose any potential conflicts and to comply with procurement integrity provisions as per FAR 3.104.

16. Human Trafficking

Subcontractor agrees to comply with FAR 52.222-50, which prohibits engaging in severe forms of trafficking in persons, procuring commercial sex acts, or using forced labor during the period of performance of the contract.

17. Entire Agreement

The Subcontract, including these Terms and Conditions, constitutes the entire agreement between the parties and supersedes all prior agreements. These terms are subject to the flow-down provisions of the Prime Contract.

Note: This document is for general information purposes only. Specific projects may have additional or modified terms. A detailed Subcontract agreement will be provided for each project. The Wage Determinations for the site location of the work being completed will be incorporated into the Purchase Order and are available at http://www.dol.gov.