Subcontractor Agreement Template

This Subcontractor Agreement (the “Subcontract”) is made on October 11, 2026 between the following parties:

Contractor: Summit Line Builders LLC
Address: 1820 E. Sprague Avenue, Suite 4, Spokane, WA 99202
License or registration no.: SUMMILB812QN

Subcontractor: Inland Spark Electric LLC
Address: 4415 N. Market Street, Spokane, WA 99207
License or registration no.: INLANSE839RK
Email: jobs@inlandspark.example.com

Owner: Karen Whitfield, 3914 S. Ridgeview Drive, Spokane, WA 99223
Project: remodel of the existing kitchen, including removal of the existing cabinets, countertops and flooring; new cabinets, quartz countertops and tile backsplash; luxury vinyl plank flooring; relocation of the sink and dishwasher; and new recessed lighting, at 3914 S. Ridgeview Drive, Spokane, WA 99223 (the “Project”)
Prime Contract: the construction contract between Contractor and Owner dated October 4, 2026, with its contract documents and change orders (the “Prime Contract”)

1. Subcontract Work

Subcontractor will furnish all labor, materials, equipment, tools and supervision needed to perform the following work on the Project: all electrical work for the kitchen remodel: removal of the existing kitchen wiring and fixtures; new 20-amp small-appliance, dishwasher, disposal and microwave circuits; GFCI and AFCI protection as required by code; eight LED recessed lights and under-cabinet lighting with dimmer controls; relocation of the range circuit; the electrical permit; and the rough-in and final electrical inspections (the “Subcontract Work”). The Subcontract Work is further described in the kitchen layout and lighting drawings prepared by Owner's designer (sheets K1 to K3) and Contractor's Estimate No. 2026-118, which are part of this Subcontract.

Subcontractor will perform the Subcontract Work in a good and workmanlike manner, in accordance with this Subcontract, the Prime Contract and all applicable codes, and will coordinate it with the work of Contractor and other trades. Work that is not described in this Subcontract is not included unless it is added by a written change order under Section 7.

2. Prime Contract and Flow-Down

Subcontractor has received, or may review on request, the parts of the Prime Contract that apply to the Subcontract Work; Contractor may withhold its own pricing. To the extent the Prime Contract applies to the Subcontract Work, Subcontractor assumes toward Contractor the same obligations that Contractor assumes toward Owner, and Contractor has the same rights against Subcontractor that Owner has against Contractor. If this Subcontract and the Prime Contract conflict, the provision that requires the higher quality of work governs the work itself, and this Subcontract governs the price, payment and time owed to Subcontractor.

3. Schedule

Subcontractor will begin the Subcontract Work on or about November 1, 2026, or when Contractor gives notice that the site is ready if that is later, and will complete it by December 20, 2026. Subcontractor will follow Contractor's schedule, which is designed to achieve substantial completion of the Project by December 27, 2026, attend the coordination meetings Contractor calls, and supply enough qualified workers and materials to keep its work on schedule. Time is of the essence.

If Subcontractor is delayed by Owner, Contractor, other trades, changes, or events beyond its reasonable control, such as severe weather, unavailability of materials or acts of government authorities, and gives Contractor written notice within 7 days after the delay begins, the completion date will be extended by the time reasonably lost. Subcontractor's claims for added cost caused by Owner are handled under Section 7.

4. Subcontract Price

Contractor will pay Subcontractor the fixed price of $4,850.00 for the Subcontract Work (the “Subcontract Price”), including all materials, labor, equipment, permit and inspection fees for the Subcontract Work, and applicable taxes. The Subcontract Price may be changed only by a written change order signed by both parties.

5. Progress Payments and Retainage

Subcontractor will submit an invoice when each milestone is complete, describing the work performed and accompanied by the lien waivers required by Section 6. Contractor will include the approved amount in its next payment request to Owner.

Retainage. Contractor may withhold retainage of 5% of each payment — $242.50 on the full Subcontract Price — as security for completion of the Subcontract Work. Contractor will pay the retainage with the final payment. If state law limits the retainage that may be withheld or requires it to be released earlier, the lower amount and the earlier date apply.

When payment is due. Contractor will pay each approved invoice, less retainage, within 7 days after Contractor receives payment from Owner for the Subcontract Work covered by it. Owner's payment to Contractor is not a condition precedent to Contractor's obligation to pay Subcontractor; it only sets when payment is due. If Owner has not paid Contractor for reasons that are not Subcontractor's fault, Contractor will pay Subcontractor for the Subcontract Work properly performed within a reasonable time, and in any event no later than 45 days after Contractor receives Subcontractor's invoice — for the final payment and retainage, after the later of that invoice and Subcontractor's delivery of the documents required for final payment. If state law requires payment sooner, the shorter period applies.

Contractor may withhold from any payment the amount reasonably needed to protect itself against defective Subcontract Work not yet corrected, claims or liens resulting from Subcontractor's failure to pay its workers, sub-subcontractors or suppliers, missing lien waivers or certificates of insurance, or damage Subcontractor has caused to the work of others. Contractor will state the reason and the amount in writing and will pay the amount withheld when the reason has been removed. Final payment is due on the terms above once the Subcontract Work is complete and accepted and Subcontractor has delivered final lien waivers, warranties, manuals and any as-built information for its work.

If Contractor does not pay an undisputed amount within 7 days after it is due, Subcontractor may stop work after giving Contractor a further 7 days' written notice; the completion date is then extended by the time the work is stopped.

6. Lien Waivers and Payment of Sub-Tiers

With each invoice, Subcontractor will deliver a conditional waiver and release of its lien and payment bond rights for the amount requested, effective only when that amount is paid; after receiving each payment, it will deliver an unconditional waiver and release for the amount paid. Subcontractor will obtain the same waivers from its sub-subcontractors and suppliers on request. Where the state in which the Project is located prescribes a statutory form of waiver, that form will be used. No waiver releases rights to retainage, unpaid change orders or disputed claims that have not been paid, and nothing in this Subcontract waives Subcontractor's lien or payment bond rights before Subcontractor has been paid.

Subcontractor will promptly pay its workers, sub-subcontractors and suppliers for the Subcontract Work and will keep the Project free of liens arising from it. If a lien or claim is filed because Subcontractor has not paid someone it owes, Subcontractor will have it released or bonded off within 10 days after notice, and Contractor may otherwise do so and deduct the reasonable cost from amounts due to Subcontractor.

7. Changes and Claims

Contractor may order additions, deletions or other changes to the Subcontract Work. Any change to the Subcontract Work, the Subcontract Price or the completion date must be set out in a written change order signed by Contractor and Subcontractor before the changed work begins. Subcontractor will not be paid for extra work performed without a signed change order, except work performed in an emergency to protect persons or property.

If Subcontractor believes it is entitled to more money or time, it must notify Contractor in writing within 7 days after it first becomes aware of the event giving rise to the claim — or sooner if needed for Contractor to give Owner timely notice under the Prime Contract — describing the claim and its estimated cost and time. Claims that are Owner's responsibility will be presented to Owner by Contractor under the Prime Contract; Subcontractor will provide the supporting information, Contractor will not settle such a claim without consulting Subcontractor, and Contractor will pay Subcontractor what Owner pays on it.

8. Insurance

Before starting work and until the Subcontract Work is complete and accepted, Subcontractor will maintain at its own expense: (a) commercial general liability insurance with limits of at least $1,000,000 per occurrence and twice that amount in the aggregate, including products-completed operations coverage; (b) business automobile liability insurance covering owned, hired and non-owned vehicles with a combined single limit of at least $1,000,000; and (c) workers' compensation insurance as required by the law of the state where the Project is located, with employer's liability coverage of at least $500,000 per accident — in a state with a monopolistic state fund (North Dakota, Ohio, Washington and Wyoming), through stop-gap coverage.

Contractor and Owner will be additional insureds under Subcontractor's general liability policy for both ongoing and completed operations, by ISO endorsements CG 20 10 and CG 20 37 or their equivalent; this coverage will be primary and non-contributory to any insurance of Contractor and Owner, and Subcontractor will keep the completed operations coverage in force for at least two years after final completion of the Project. Subcontractor's insurers will waive subrogation against Contractor and Owner under the general liability, automobile and, where the law allows, workers' compensation policies. These requirements apply only to the extent permitted by the law of the state where the Project is located. Subcontractor will deliver certificates of insurance and the endorsements before starting work and will notify Contractor promptly if any coverage is cancelled or reduced.

9. Indemnity

To the fullest extent permitted by law, Subcontractor will defend, indemnify and hold harmless Contractor and Owner, and their officers, employees and agents, from and against claims, damages, losses and expenses, including reasonable attorneys' fees, arising out of bodily injury, sickness, death, or damage to property other than the Subcontract Work itself, but only to the extent caused by the negligent acts or omissions or willful misconduct of Subcontractor, its sub-subcontractors, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable. Subcontractor is not required to indemnify any person against that person's own negligence, and this Section is limited to the extent the law of the state where the Project is located requires.

Solely for the purpose of this indemnity, and only to the extent of Subcontractor's own negligence, Subcontractor waives any immunity it has under workers' compensation or industrial insurance laws (in Washington, Title 51 RCW) as to claims by its own employees, where the law of the state where the Project is located permits such a waiver. The parties have specifically negotiated this waiver.
Initials: Contractor ________ Subcontractor ________

10. Safety and Site Rules

Subcontractor is responsible for the means and methods of its work and for the safety of its employees and sub-subcontractors. It will comply with the Occupational Safety and Health Act and the construction standards in 29 CFR Part 1926, or the standards of the state-plan program that apply in their place; with Contractor's site safety rules; and with applicable environmental laws. Subcontractor will give its workers the training and personal protective equipment their tasks require, keep safety data sheets on site for any hazardous product it brings, and report any injury, accident or OSHA inspection to Contractor immediately.

If the Subcontract Work disturbs painted surfaces in a home or child-occupied facility built before 1978, Subcontractor will be a certified firm under the EPA Lead Renovation, Repair and Painting Rule (40 CFR Part 745) or the authorized state program and will follow its work practices. Subcontractor will stop work and notify Contractor immediately if it encounters material it reasonably believes to be asbestos, lead paint, mold or another hazardous material outside its scope. Contractor may stop any work it reasonably considers unsafe; doing so does not make Contractor responsible for Subcontractor's safety program. Subcontractor will keep its work area clean and remove its debris daily.

11. Licenses, Permits and Compliance

Subcontractor represents that it holds, and will keep in force until the Subcontract Work is complete, every license, registration and certification required to perform the Subcontract Work in the place where the Project is located, including any state contractor registration or license and any specialty trade license, and that work requiring a licensed tradesperson will be performed or supervised by one. Subcontractor will obtain the permits and arrange the inspections that its trade requires, unless they are included in Contractor's permit, and will comply with all applicable laws, codes and regulations. Subcontractor will notify Contractor immediately if any license or registration is suspended or lapses.

12. Warranty

Subcontractor warrants that the materials it supplies will be new and of good quality unless otherwise specified, and that the Subcontract Work will be free from defects and will conform to this Subcontract and to applicable codes. Subcontractor will correct defective Subcontract Work at its own cost promptly after written notice received within one (1) year after substantial completion of the Project, or within any longer period Contractor owes Owner for that work under the Prime Contract, and will repair any damage to other work caused by the defect or its correction. Manufacturers' warranties on products Subcontractor supplies are assigned to Owner.

13. Default and Termination

If Subcontractor fails to supply enough qualified workers or proper materials, fails to keep to the schedule, fails to pay its workers or suppliers, or otherwise materially breaches this Subcontract, and does not begin to cure the failure within three (3) business days after written notice from Contractor and then diligently complete the cure, Contractor may (a) supplement Subcontractor's forces and deduct the reasonable cost from amounts due to Subcontractor, or (b) terminate this Subcontract by written notice and complete the Subcontract Work by other means. If the reasonable cost of completing the Subcontract Work exceeds the unpaid balance of the Subcontract Price, Subcontractor will pay the difference.

Contractor may also terminate this Subcontract by written notice if Owner terminates or suspends the Prime Contract, or for Contractor's convenience. Subcontractor will then be paid for the Subcontract Work properly performed, for materials delivered or specially ordered that cannot be returned, and for reasonable demobilization costs, less payments already made — but not for anticipated profit on work not performed. If the Prime Contract is terminated, Contractor may assign this Subcontract to Owner, and Subcontractor consents to that assignment if Owner accepts it in writing.

14. Disputes and Governing Law

This Subcontract is governed by the laws of the State of Washington. The parties will first try to resolve any dispute through good-faith discussion and, if that fails within 30 days, by mediation in the county where the Project is located, with the mediator's fee shared equally. If mediation does not resolve the dispute, either party may file suit in the courts of that county. If a dispute also involves Owner, Subcontractor will cooperate with Contractor and, where the Prime Contract allows, take part in the proceeding between Contractor and Owner. Subcontractor will continue the Subcontract Work while a dispute is pending, provided that undisputed amounts are paid. The prevailing party in any lawsuit is entitled to recover reasonable attorneys' fees and costs.

15. General Provisions

Subcontractor is an independent contractor and is solely responsible for the wages, benefits, taxes and supervision of its own workers. Subcontractor may not assign this Subcontract, or subcontract the whole of the Subcontract Work, without Contractor's written consent. This Subcontract, together with the documents it refers to and any signed change orders, is the entire agreement between the parties about the Subcontract Work and may be amended only in a writing signed by both parties. If any provision is found unenforceable, it will be enforced to the extent the law allows and the rest of the Subcontract remains in effect. Notices must be in writing and delivered by hand, by mail or by email to the addresses stated above. This Subcontract may be signed in counterparts, including electronically.

Signatures

The parties have signed this Subcontract on the date first written above.

Contractor: Summit Line Builders LLC

______________________________
By: Michael Reyes, Managing Member
Date: ____________________

Subcontractor: Inland Spark Electric LLC

______________________________
By: Dana Kowalski, Owner
Date: ____________________