This Subcontractor Agreement (the “Agreement”) sets forth the terms under which Ready Service Solutions LLC (“RSS”) engages independent subcontractors (“Subcontractor” or “you”) to perform work on RSS projects. By accepting a project assignment from RSS, signing a project-specific subcontract, or beginning work on an RSS project, you agree to be bound by this Agreement.
This Agreement is published publicly so that prospective Subcontractors can review the terms and decide whether to work with RSS. RSS values professionalism, quality workmanship, and on-time completion. These terms exist to protect those values and the customers who entrust RSS with their projects.
1. Quality Standards and Timeliness
1.1 Subcontractors engaged by RSS must adhere to all project specifications, timelines, and quality standards outlined in the project assignment or subcontract. Failure to meet these standards constitutes a material breach.
1.2 RSS reserves the right to inspect all work performed by Subcontractors at any reasonable time. Non-compliant work must be corrected at Subcontractor’s expense within forty-eight (48) hours of written notification, unless RSS specifies a longer cure period.
2. Financial Penalties for Delays and Deficiencies
2.1 Delay Penalty. Subcontractors will incur a penalty of one and one-half percent (1.5%) of the total subcontract value per day for each day beyond the agreed-upon deadline, unless the delay is caused by RSS, the Client, force majeure, or other circumstances beyond Subcontractor’s reasonable control.
2.2 Rework Costs. Subcontractors are liable for one hundred percent (100%) of costs (labor, materials, delays) incurred by RSS to correct substandard, non-compliant, or defective work.
2.3 Site Cleanliness. Subcontractors must leave job sites “broom clean” at the end of each working day. Failure to do so will result in a fee of five hundred U.S. dollars ($500) per day until resolved.
2.4 Property Damage. Property damage caused by Subcontractor (including but not limited to paint spills, drywall damage, flooring damage, fixture damage, structural harm, or damage to landscaping) will be billed to Subcontractor at one hundred fifty percent (150%) of remediation costs to cover RSS’s administrative and coordination expenses.
3. Payment Terms
3.1 Payments to Subcontractors are contingent upon RSS’s written certification of satisfactory completion. No payment shall be issued for incomplete, defective, or late work.
3.2 RSS may withhold payment or issue back charges for penalties, client credits, or costs arising from Subcontractor failures.
3.3 Standard payment terms are net thirty (30) days from RSS’s certification of completion, unless otherwise specified in the project subcontract.
4. Termination for Cause
RSS may immediately terminate a Subcontractor’s engagement for:
- Failure to meet quality or timeline standards after written notice and an opportunity to cure.
- Actions that endanger client property, safety, or RSS’s reputation.
- Failure to maintain required insurance coverage.
- Conduct on a job site that is dishonest, unsafe, harassing, or otherwise inconsistent with professional standards.
Upon termination, Subcontractor forfeits rights to any further payment beyond amounts already earned for satisfactorily completed work, and Subcontractor and Subcontractor’s personnel must remove all personnel and equipment from RSS job sites within twenty-four (24) hours.
5. Indemnification and Liability
5.1 Indemnification. Subcontractor will defend, indemnify, and hold harmless RSS from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to Subcontractor’s work, delays, negligence, willful misconduct, or violation of applicable law.
5.2 Insurance. Subcontractor must maintain, at Subcontractor’s expense, (a) general liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, (b) workers’ compensation coverage as required by South Dakota law, and (c) any other coverage required for the specific trade or project. RSS must be named as an additional insured on Subcontractor’s general liability policy. Certificates of insurance must be provided to RSS before commencing work and renewed annually.
6. Materials and Workmanship
Subcontractor warrants that all materials and workmanship comply with local building codes, industry standards, applicable manufacturer specifications, and the plans and specifications for the project. Non-compliant work voids RSS’s payment obligation for that work until the non-compliance is cured.
7. Trespass and Abandoned Property
Upon termination of a Subcontractor’s engagement, Subcontractor and Subcontractor’s personnel are barred from RSS job sites except as expressly authorized by RSS in writing for the purpose of retrieving tools and materials. Tools, materials, or other property left at RSS job sites for more than twenty-four (24) hours after termination will be deemed abandoned and may be disposed of by RSS, with any storage or removal fees billed to Subcontractor.
8. Client Credits for Subcontractor Failures
RSS may issue credits or discounts to Clients for delays, damages, or other failures caused by a Subcontractor. The amount of any such credit or discount will be back-charged to the responsible Subcontractor, together with reasonable administrative fees. By way of illustration: a $10,000 credit issued to a Client because of a Subcontractor delay creates a $10,000 liability owed by the Subcontractor to RSS, in addition to any other penalties under this Agreement.
9. Independent Contractor
Subcontractor is an independent contractor and is not an employee, partner, agent, or joint venturer of RSS. Subcontractor is responsible for paying all taxes (including self-employment taxes), insurance, and other amounts arising from the work. Nothing in this Agreement creates an employment relationship.
10. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of South Dakota, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement will be resolved exclusively through binding arbitration in Minnehaha County, South Dakota, before a single arbitrator under the rules of the American Arbitration Association. The losing party will bear the costs of the arbitration. Notwithstanding the foregoing, RSS may seek injunctive relief in any court of competent jurisdiction to protect its property, job sites, customer relationships, or confidential information.
11. Modifications
RSS reserves the right to amend this Agreement from time to time, with updates effective immediately upon posting to readyservicesolutions.com. For active project subcontracts, the version of this Agreement in effect at the time the project subcontract was signed continues to govern that project unless the parties expressly agree in writing to an update.
12. Acknowledgment
By accepting a project assignment from RSS or beginning work on an RSS project, Subcontractor acknowledges that Subcontractor has read, understood, and agreed to this Agreement.
13. Contact
Ready Service Solutions LLC
Attention: Andrew Stading, Owner
500 S Park Ave, Colton, SD 57018
Phone: (605) 650-2387
Email: andrew@readyservicesolutions.com
South Dakota Building License #14544