Subcontract Rider

The Contractor shall provide FCE a copy of the prime contract (price terms may be redacted) before subcontract execution. Flow-down provisions are mutual: FCE receives the benefit of the prime contract's protections — including time extensions, change-order entitlement, and notice-and-cure rights — to the same extent it bears its burdens. FCE is not bound by prime-contract terms not provided to it.

Payment for FCE's work is due upon completion of FCE's scope unless otherwise agreed in writing. FCE does not accept pay-if-paid conditions. Where a pay-when-paid term is agreed, payment is due in any event no later than sixty (60) days after FCE's invoice, regardless of owner payment. Past-due amounts accrue interest at 1.5% per month, and FCE reserves all rights under RSMo §431.180, including prevailing-party attorney fees.

Retainage shall not exceed ten percent (10%) (RSMo 436.300–.336), shall be held in trust, and is due upon FCE's substantial completion of FCE's own scope — not project-wide closeout. The Contractor shall not withhold retainage on FCE's work exceeding what the owner withholds on that work.

Nothing in the subcontract waives, conditions, or delays FCE's mechanic's-lien rights or statutory remedies. On owner-occupied residential repair, remodel, or addition projects (four or fewer units), the Contractor warrants that it has obtained the owner's signed consent under RSMo §429.013 and shall provide FCE a copy before FCE mobilizes. FCE provides conditional lien waivers with payment applications and unconditional waivers only after funds clear; waivers are limited to the payment period and exclude retainage, pending change orders, and claims. Advance lien waivers are void under Missouri law.

Changed or additional work requires a written, priced change order before performance, except work performed under a written directive with FCE's claims preserved. If the site is not ready or access is not provided at the scheduled time, standby time is billed at FCE's hourly rates and demobilization/remobilization fees apply. FCE receives equitable time extensions for delays beyond its control.

Any liquidated or delay damages chargeable to FCE are capped at the subcontract value and apply only to the extent caused by FCE. FCE's indemnity obligations are comparative-fault only — to the extent caused by FCE's negligent acts or omissions. Any broader indemnification (including for the indemnitee's own negligence) is void under RSMo §434.100. Consequential damages are mutually waived.

FCE provides certificates of insurance (general liability, auto, workers' compensation) and additional-insured endorsements where required and priced in FCE's bid. Waivers of subrogation are granted only when mutual. The Contractor maintains commercially reasonable insurance for the project, including builder's risk where applicable.

On termination for convenience, FCE is paid for work performed, materials ordered, demobilization, and reasonable overhead and profit on completed work. Termination for default requires written notice specifying the default and a 72-hour opportunity to cure.

FCE's workmanship warranty for subcontract work runs per the Service Terms & Conditions §1.8, with the warranty period for commercial projects as stated in FCE's bid. Parts and equipment carry their manufacturers' warranties.

Missouri law governs; venue in St. Charles County, Missouri. Nothing herein limits FCE's right to enforce lien rights or collect amounts owed in court. The prevailing party in any collection action is entitled to reasonable attorney fees. If the prime contract requires arbitration and that requirement validly flows down, arbitration shall include the notice required by RSMo §435.460 and proceed on an individual basis.