One full-size contract.
Everything Redline covers.

“…exity. ARTICLE 5 - SCOPE. Subcontractor shall provide all substrate preparation necessary to achieve an acceptable installation surface, in…”

Your proposal excludes floor / substrate preparation ("Floor preparation and moisture mitigation - Temporary power - Permits and inspection" — proposal p. 1), but the contract requires it ("…exity. ARTICLE 5 - SCOPE. Subcontractor shall provide all substrate preparation necessary to achieve an acceptable installation surface, in…", p. 22). Direct contradiction between your price and your contractual obligation. Exposure: Grinding, leveling, patching and related labor/material — commonly five figures on commercial slabs.

The exclusion existed for a reason — it wasn't priced. Carry it expressly into the subcontract scope, or price the work before signing. (What the contract requires vs. what you bid — resolve the gap now, not at backcharge time.)

“…mits and inspection fees. Subcontractor shall be responsible for temporary power for its own operations. Section 4.1. The parties shall coor…”

Your proposal excludes temporary power / utilities ("Floor preparation and moisture mitigation - Temporary power - Permits and inspection" — proposal p. 1), but the contract requires it ("…mits and inspection fees. Subcontractor shall be responsible for temporary power for its own operations. Section 4.1. The parties shall coor…", p. 22). Direct contradiction between your price and your contractual obligation. Exposure: Generator/service costs and utility fees for the duration.

The exclusion existed for a reason — it wasn't priced. Carry it expressly into the subcontract scope, or price the work before signing. (What the contract requires vs. what you bid — resolve the gap now, not at backcharge time.)

“…and moisture mitigation. Subcontractor shall obtain and pay for all permits and inspection fees. Subcontractor shall be responsible for…”

Your proposal excludes permits / fees ("Floor preparation and moisture mitigation - Temporary power - Permits and inspection" — proposal p. 1), but the contract requires it ("…and moisture mitigation. Subcontractor shall obtain and pay for all permits and inspection fees. Subcontractor shall be responsible for…", p. 22). Direct contradiction between your price and your contractual obligation. Exposure: Permit and inspection fees, plus schedule risk of procurement.

The exclusion existed for a reason — it wasn't priced. Carry it expressly into the subcontract scope, or price the work before signing. (What the contract requires vs. what you bid — resolve the gap now, not at backcharge time.)

“…y. ARTICLE 6 - SCHEDULE. Contractor may resequence the Work at its sole discretion, and Subcontractor shall pe…”

Your proposal includes ONE mobilization ("Price includes one (1) mobilization" — proposal p. 1), but the contract lets the GC resequence or require additional mobilizations ("…y. ARTICLE 6 - SCHEDULE. Contractor may resequence the Work at its sole discretion, and Subcontractor shall pe…", p. 29). Real-world risk: additional supervision, equipment, labor, travel and setup you never priced.

You priced one mobilization. The contract gives the GC more — each one is real crew, travel, and setup cost. Require an equitable adjustment for material resequencing before signing.

“…tions at no additional cost. Contractor may require overtime, weekend work, or second shift at no additional compensatio…”

Your proposal is priced on normal working hours ("normal business hours" — proposal p. 1), but the contract allows required overtime, weekends, or added shifts ("…tions at no additional cost. Contractor may require overtime, weekend work, or second shift at no additional compensatio…", p. 29). Premium labor is a direct hit to margin at time-and-a-half or worse.

Estimate the potential premium-labor exposure before accepting — or make directed acceleration compensable, which is the market-normal position.

“…8 - DESIGN. Subcontractor shall provide delegated design services for its scope, with calculations signed and sealed…”

Your proposal carries no design responsibility ("Design is excluded" — proposal p. 1), but the contract requires it ("…8 - DESIGN. Subcontractor shall provide delegated design services for its scope, with calculations signed and sealed…", p. 44). That means engineering cost, PE stamps, professional-liability insurance, and errors-and-omissions exposure your price never contemplated.

Unpriced design responsibility is a different business than the one you bid. Price it, insure it, or strike it before signing.

Your proposal total ($2,400,000 — proposal p. 1) does not match the Subcontract Sum ($2,500) — a difference of −$2,397,500. Confirm which number is right and WHY they differ (scope change? alternate accepted? typo?) before signing.

A price mismatch is either a clerical error or a silent scope change. Neither should survive to signature unexplained.

“…ay Subcontractor. Payment shall be made within sixty (60) days of approved invoice. Contractor shall retain ten percent (1…”

You quoted net-30 (proposal p. 1); the contract pays in 60 days (p. 15). That's 30 extra days of financing labor and material on every cycle — cash flow you didn't price.

Payment terms are part of the price. Longer terms without a price adjustment is a silent discount.

This contract's payment-contingency clause is the kind Georgia courts generally enforce as written — unlike some states, you should NOT count on the law to soften it later. If the owner doesn't pay, this clause is designed to leave that loss with you. The negotiation table is where this gets fixed, not the courthouse. (Enforceable but aggressive.)

Georgia courts generally ENFORCE pay-if-paid provisions that clearly and unambiguously make the owner's payment a condition precedent to the subcontractor's right to payment. Authority: Georgia appellate case law on conditions precedent. Effective 1990-01-01; content verified 2026-08-25 (pack 2026.08.0). [Legal content pending attorney verification — treat as orientation, and confirm before relying on it in negotiation.] Not legal advice.

“…, arising out of or resulting from performance of the Work, regardless of whether such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Section 8.1. The parties shall coordi…”

This contract's broad indemnity language reaches losses caused by the indemnified parties themselves. To the extent it requires you to cover the GC's or Owner's SOLE negligence, Georgia's anti-indemnity statute generally voids that portion — but relying on partial invalidation at claim time is a bad plan: the enforceable remainder can still be far broader than what your insurance covers. Narrow it now. (Statutorily restricted.)

In construction contracts, Georgia law generally voids, as against public policy, promises to indemnify a party for liability arising from that party's SOLE negligence (O.C.G.A. § 13-8-2(b)). Authority: O.C.G.A. § 13-8-2(b). Effective 1970-01-01; content verified 2026-08-25 (pack 2026.08.0). [Legal content pending attorney verification — treat as orientation, and confirm before relying on it in negotiation.] Not legal advice.

“…letion of the entire Project. Subcontractor shall execute a waiver of lien with each application for payment. Section 3.1. The parties shall coordinate th…”

This contract contains lien-waiver language. In Georgia, waiver forms and their effect are set by statute — non-conforming or advance waiver language may not operate the way the contract implies, and a waiver should never exceed the payment actually received. Track the 90-day affidavit-of-nonpayment window on every waiver you sign, or unpaid amounts can become waived by silence. (Statutorily restricted.)

Georgia's lien-waiver statute (O.C.G.A. § 44-14-366) restricts waivers of lien and bond rights to the statutory forms, given in exchange for payment. As amended effective January 1, 2021, a waiver binds after 90 days unless an affidavit of nonpayment is filed, and waivers affect only lien/bond rights — not breach-of-contract claims. Authority: O.C.G.A. § 44-14-366; 2020 Ga. Laws (SB 315), eff. 2021-01-01. Effective 2021-01-01; content verified 2026-08-25 (pack 2026.08.0). [Legal content pending attorney verification — treat as orientation, and confirm before relying on it in negotiation.] Not legal advice.

This contract's payment window is materially longer than Georgia's prompt-pay defaults. Because the Act yields to agreed terms, signing this schedule GIVES UP the faster statutory default — the long terms are a negotiated concession, so treat them like one and price or trade them. (Statutorily restricted.)

Georgia's Prompt Pay Act (O.C.G.A. § 13-11-1 et seq.) provides default payment schedules (generally 15 days owner-to-contractor and 10 days contractor-to-subcontractor after receipt) with interest on late payment — but the Act generally yields to the contract's own payment terms. Authority: O.C.G.A. § 13-11-1 et seq.. Effective 1995-01-01; content verified 2026-08-25 (pack 2026.08.0). [Legal content pending attorney verification — treat as orientation, and confirm before relying on it in negotiation.] Not legal advice.

Because Georgia generally enforces this clause as written, the redline is your protection — not the courts. If delay costs from others' actions would hurt at this margin, negotiate compensable-delay carve-outs (owner/GC-caused delay, acceleration, extended general conditions) before signing. (Enforceable but aggressive.)

Georgia courts generally enforce no-damages-for-delay provisions in private contracts, subject to limited exceptions recognized in case law (such as fraud or bad faith). Authority: Georgia appellate case law on no-damages-for-delay. Effective 1990-01-01; content verified 2026-08-25 (pack 2026.08.0). [Legal content pending attorney verification — treat as orientation, and confirm before relying on it in negotiation.] Not legal advice.

Confirm the entity signing this subcontract holds the Georgia license required for this scope AT SIGNING — for covered work, an unlicensed contractor can be barred from enforcing the contract at all, including suing for payment. This is a five-minute check with contract-killing consequences. (Statutorily restricted.)

Georgia's contractor licensing law provides that contracts entered by contractors required to be licensed but unlicensed at the time are generally unenforceable by the contractor (O.C.G.A. § 43-41-17(b)); trade-specific licensing (electrical, plumbing, conditioned air) is governed separately (O.C.G.A. Title 43, Ch. 14). Authority: O.C.G.A. § 43-41-17(b); O.C.G.A. Title 43, Ch. 14. Effective 2008-07-01; content verified 2026-08-25 (pack 2026.08.0). [Legal content pending attorney verification — treat as orientation, and confirm before relying on it in negotiation.] Not legal advice.

“…...umbrella liability coverage of not less than $5,000,000, naming Contractor and Owner as additional insureds on a primary and noncontributory basis.…”

CGL at $2M/occurrence is acceptable, but a required $5M umbrella on top ($7M total) is above market for an interiors subcontract of this size and adds premium cost that may not be in our bid.

Excess coverage requirements add cost that may not have been carried in pricing.

The contract requires CGL per occurrence of $2,000,000, but your workspace profile shows $1,000,000 carried — a $1,000,000 gap. An uninsured obligation of this size lands on the company, not a carrier.

Insurance requirements above carried coverage must be priced (buy up), negotiated down to carried limits, or knowingly accepted before signing. Confirm exact figures with your broker — this comparison uses the limits saved in your workspace, not a coverage opinion.

The contract requires umbrella/excess of $5,000,000, but your workspace profile shows $2,000,000 carried — a $3,000,000 gap. An uninsured obligation of this size lands on the company, not a carrier.

Insurance requirements above carried coverage must be priced (buy up), negotiated down to carried limits, or knowingly accepted before signing. Confirm exact figures with your broker — this comparison uses the limits saved in your workspace, not a coverage opinion.

Lead-time block

Defines when lead time starts so delivery estimates aren't held against us before prerequisites are met.

Shop drawings approval

Approval of shop drawings is a fabrication prerequisite.

Code / ADA compliance

Places code/ADA compliance responsibility on Purchaser.

Warranty

Defines a limited one-year manufacturing-defect warranty.

Force Majeure

Excuses performance for events beyond reasonable control.

“…Payment to Subcontractor is expressly contingent upon Contractor's receipt of payment from Owner... a condition precedent to any obligation of Contractor to pay Subcontractor.…”

This is a true pay-if-paid clause making our payment conditional on the GC getting paid by the Owner — if the Owner never pays (bankruptcy, dispute, default), we could do all the work and never get paid. This is the firm's designated NON-NEGOTIABLE, and Georgia courts will enforce clear condition-precedent language, so it must be struck.

Shifts the Owner's credit/insolvency risk onto us and could leave a $2.4M job entirely unpaid — this must come out before signing.

“…To the fullest extent permitted by law, Subcontractor shall indemnify... regardless of whether such claim... is caused in part by a party indemnified hereunder.…”

We are forced to defend and pay for losses even when the GC or Owner caused them in part. Georgia's anti-indemnity statute (O.C.G.A. § 13-8-2(b)) voids indemnity for the indemnitee's own negligence in construction contracts, so this is partly unenforceable and will breed litigation over its scope.

Broad-form indemnity exposes us to liability far beyond our own fault and is void under Georgia law to the extent it covers the GC's negligence.

“…Subcontractor shall not be entitled to any damages, costs or compensation on account of any delay... whatever the cause... sole and exclusive remedy being an extension of time.…”

Even when the GC or Owner causes the delay (late access, out-of-sequence work, design changes), we absorb all extra labor, extended overhead, and escalation costs and get only more time. On a schedule that is already tight against our bid, this is a major uncompensated exposure.

Bars recovery of delay costs we didn't cause — combined with the tight schedule and uncapped LDs, this is a serious money risk.

“…Subcontractor shall be paid solely for work satisfactorily performed... expressly excluding any overhead, anticipated profit, or costs on unperformed work.…”

The GC can cancel at will and pay us only for installed work with zero overhead and zero profit, even on our completed portion, and nothing for demobilization or restocking. That strips the margin we priced into this job.

A convenience termination as written lets the GC walk away with our overhead and profit unpaid on an ~11% margin job.

“…Subcontractor shall execute a waiver of lien with each application for payment.…”

Requiring a lien waiver with each pay application means we may waive lien rights before actually receiving payment. Under Georgia law (O.C.G.A. § 44-14-366), lien rights cannot be waived in advance, waivers must follow the statutory form, and an interim waiver becomes binding 60 days after execution unless an affidavit of nonpayment is filed — so this can wipe out our security if payment lags.

An advance/unconditional waiver forfeits our primary collection tool on a $2.4M job and is unenforceable in Georgia if executed before payment.

“…...as liquidated damages and not as a penalty, the sum of Two Thousand Five Hundred Dollars ($2,500) per calendar day of delay until the Work is complete.…”

LDs of $2,500/day with no cap and no carve-out for excusable/GC-caused delay. At our ~11% margin (~$265,000 profit on $2,412,500), roughly 106 days of delay erases ALL profit on this job — and the exposure keeps running with no ceiling. This is exactly the risk the firm flagged as its top concern.

Uncapped daily LDs on a tight schedule can exceed our entire profit and then some — a cap and excusable-delay carve-out are essential.

“…Contractor may require overtime, weekend work, or second shift at no additional compensation.…”

The GC can order overtime, weekend, and second-shift work at no added cost to it — meaning we eat premium wages and reduced productivity. On a schedule already tight against the bid, this converts any GC-driven acceleration into a direct hit to our margin.

Forced acceleration at no cost lets the GC recover schedule at our expense, directly eroding profit on a tight job.

“…Payment shall be made within sixty (60) days of approved invoice.…”

Net-60 is double our standard net-30 and slow relative to Georgia's Prompt Pay Act expectations (O.C.G.A. § 13-11-1 et seq.), straining our cash flow across a $2.4M scope. The firm's stated priority is to get paid fast.

Net-60 ties up our working capital and conflicts with the firm's get-paid-fast priority.

“…Contractor shall retain ten percent (10%) of each progress payment as retainage until final completion of the entire Project.…”

Retainage is double our 5% standard AND it is held until the ENTIRE project is finished — not when our interiors scope is done. As an early-finishing trade, our money could sit for many months after we've completed and demobilized.

10% held to project-wide final completion leaves roughly $240K of our money parked long after we finish — cut to 5% released at our own substantial completion.

“…Contractor may resequence the Work at its sole discretion, and Subcontractor shall perform additional mobilizations at no additional cost.…”

The GC can reshuffle our sequence at will and force repeated mobilizations for free. Each extra trip carries real crew, equipment, and setup cost that isn't in our bid.

Unlimited free remobilizations let the GC transfer its coordination costs onto us.

“…Subcontractor warrants the Work for a period of two (2) years from the date of substantial completion of the Project.…”

A 24-month warranty is double our standard 1-year term, and it runs from substantial completion of the whole Project rather than of our scope — extending our exposure since our work finishes earlier.

The extra year and project-wide trigger lengthen our callback liability beyond what we priced.

“…The prime contract... is incorporated herein by reference... Subcontractor assumes toward Contractor all obligations which Contractor assumes toward Owner.…”

We are bound to every obligation the GC owes the Owner under a prime contract we haven't seen — potentially including onerous schedule, indemnity, LD, and payment terms hidden in that document. Blind flow-down can silently override the protections we negotiate here.

We can't accept obligations we haven't read; unlimited flow-down can smuggle in worse terms than this subcontract.

“…Subcontractor shall provide delegated design services for its scope, with calculations signed and sealed by a professional engineer licensed in the State of Georgia.…”

We are taking on professional design liability, but the contract's insurance article requires only CGL/umbrella — which typically excludes professional (design) errors. We could be liable for design defects with no coverage, and our design standard should be limited to the design criteria we're given.

Delegated design creates uninsured professional-liability exposure unless we carve out the standard of care and require matching PL coverage.

“…No default-termination cure period or notice provision found.…”

The contract has a termination-for-convenience clause but no default/termination-for-cause provision giving us written notice and an opportunity to cure before the GC can declare default, supplement our forces, or backcharge us. That leaves us exposed to summary default and backcharges.

No cure/notice right lets the GC declare us in default and backcharge without warning.

“…No right to suspend work for non-payment found.…”

There is no provision letting us stop work if the GC fails to pay amounts due. Without it — and given the net-60/pay-if-paid terms — we could be forced to keep financing the job while unpaid.

A suspension right is our leverage to get paid and cap the money we advance on the GC's behalf.

“…Subcontractor shall provide all substrate preparation... including grinding, leveling, patching and moisture mitigation. Subcontractor shall obtain and pay for all permits and inspection fees.…”

Moisture mitigation is an open-ended, potentially high-cost obligation driven by existing slab conditions we don't control, and 'all permits and inspection fees' can be broader than our trade. Both should be defined or made subject to allowances/unit pricing.

Unbounded moisture-mitigation liability tied to pre-existing slab conditions is a classic cost sink for interiors trades.

“…No changes in the Work shall be performed unless authorized by written change order signed by Contractor prior to commencement of the changed work.…”

The written-change-order requirement is good (protects both sides), but the clause is one-directional: it gives no mechanism or timeline for us to submit, price, or get paid for extra work, and no protection for constructive changes or field directives the GC issues without a formal CO.

Without a two-way process we may perform GC-directed extras and struggle to get paid for them.

“…This Agreement shall be governed by the laws of the State of Georgia. Any dispute shall be resolved by binding arbitration in Atlanta, Georgia.…”

Positive news: governing law is Georgia and the seat is Atlanta (local), which is favorable and consistent with the project location. However, the clause omits the administering body, rules, and arbitrator-selection method, which can lead to disputes about process.

Naming the rules and arbitrator process now avoids fights about how a dispute gets heard later.

This subcontract incorporates the prime contract by reference, but no prime was provided for review. You are agreeing to be bound by terms you have not seen — schedule, liquidated damages, notice deadlines, and dispute terms all flow down from a document that isn't in front of you.

Incorporation-by-reference makes the prime's obligations yours. You can't accept what you haven't read, and 'we didn't see the prime' is not a defense once you've signed a flow-down clause.

“…The prime contract between Contractor and Owner, together with all general conditions, drawings, specifications, exhibits and addenda thereto, is incorporated herein by reference a…”

This contract incorporates documents by reference that were not provided with it: General conditions (p. 8), Drawings (p. 8), Specifications (p. 8), Addenda (p. 8). You are agreeing to every obligation inside them without having seen them — an incorporated document you haven't read is scope, risk, and cost you can't price.

The pre-signing rule: every incorporated document is either in hand and reviewed, or expressly carved out until received. Unilateral later modification of incorporated requirements deserves the same change-order protection.