Subcontractor Agreement
Washington-Specific · Stute Liability Protection · 2026 Revision
Why Stute matters. In Stute v. P.C. Construction Co., the Washington Supreme Court held that a general contractor has a non-delegable duty to ensure compliance with WISHA safety standards on its jobsites, and can be held liable for a subcontractor's safety violations that injure the subcontractor's own employees. This agreement is specifically drafted to shift that liability back to the subcontractor through enforceable indemnification language that Washington courts have upheld, combined with safety plan incorporation and insurance requirements. Without this structure, a general contractor's liability exposure from subcontractor work is severe.
This Subcontractor Agreement ("Agreement") is made effective as of [Effective Date] (the "Effective Date"), by and between:
Contractor: NORTHPOINT CONSTRUCTION LLC, a Washington limited liability company, WA Contractor Registration No. NORTHPCL123AB, with its principal place of business at 14200 NE 20th St, Bellevue, WA 98007 ("Contractor"); and
Subcontractor: [Legal Name of Subcontractor], a [State] [Entity Type], WA Contractor Registration No. [##########], with its principal place of business at [Address] ("Subcontractor").
Contractor and Subcontractor are each a "Party" and together the "Parties."
Article 1 · Scope of Work
1.1Subcontractor shall furnish all labor, materials, tools, equipment, supervision, transportation, and services necessary to perform the work described in Exhibit A (the "Subcontract Work") at the project located at [Project Address] (the "Project"), in accordance with this Agreement, the Prime Contract (defined below), and the Contract Documents (defined below).
1.2Subcontractor acknowledges that it has reviewed the Prime Contract between Contractor and the project owner dated [Date] (the "Prime Contract"), the plans and specifications for the Project (the "Plans"), and this Agreement together with all exhibits attached hereto (collectively, with the Prime Contract and Plans, the "Contract Documents").
1.3Subcontractor shall be bound to Contractor by the terms of the Contract Documents and shall assume toward Contractor all the obligations and responsibilities that Contractor, under the Prime Contract, assumes toward the Project owner, to the extent those obligations relate to the Subcontract Work. In case of any conflict among the Contract Documents, the order of precedence shall be: (a) this Agreement, (b) the Prime Contract, (c) the Plans and specifications, and (d) any change orders issued in writing and signed by the Parties.
1.4Any work not included in Exhibit A or the Contract Documents is outside the Subcontract Work and shall not be performed by Subcontractor without a written change order signed by Contractor prior to performance. Work performed without a signed change order is at Subcontractor's risk and expense.
Article 2 · Contract Price and Payment
2.1Contractor shall pay Subcontractor the sum of $[Contract Amount] (the "Contract Price") for the complete and proper performance of the Subcontract Work, subject to the adjustments, retention, and conditions set forth in this Agreement.
2.2Subcontractor shall submit progress payment applications on or before the [Day] of each month for work properly performed through the last day of the preceding month. Each application shall include a sworn statement of the value of work completed, a detailed schedule of values, lien waivers from the prior month's payment from Subcontractor and its lower-tier subcontractors and suppliers, and such other supporting documentation as Contractor reasonably requires.
2.3Payment to Subcontractor is subject to the condition precedent of Contractor's receipt of payment from the project owner for the Subcontract Work ("pay-when-paid"). Contractor shall pay Subcontractor within [7] days of Contractor's receipt of the corresponding payment from the owner, subject to the other conditions of this Agreement.
2.4Contractor may retain from each progress payment [5%] of the value of the work completed ("Retainage") until final acceptance of the Subcontract Work by the project owner, Contractor, and any applicable public agency, at which point Retainage shall be released in accordance with RCW 60.28 for public works projects or on the final payment date for private projects.
2.5For public works projects, Subcontractor acknowledges that the prevailing wage requirements of chapter 39.12 RCW apply to the Subcontract Work, and Subcontractor shall comply fully with those requirements, including filing of required Intents and Affidavits with L&I. Contractor may withhold payment from Subcontractor pending proof of compliance.
Article 3 · Safety, WISHA Compliance, and Stute Liability Indemnification
This is the critical article. Articles 3 and 4 of this Agreement together create the enforceable framework for shifting Stute liability back to Subcontractor. Washington courts require specific language — not boilerplate — for indemnification to cover a general contractor's exposure from its own non-delegable WISHA duty. Each clause below is drafted for enforceability under Washington law.
3.1 Compliance with WISHA.Subcontractor shall perform all Subcontract Work in strict compliance with the Washington Industrial Safety and Health Act, chapter 49.17 RCW, and all regulations promulgated thereunder, including Chapter 296-155 WAC (construction), Chapter 296-800 WAC (general), and any other applicable safety regulations ("WISHA Regulations"). Subcontractor's obligation under this section is independent of, and in addition to, any obligation imposed on Contractor by law.
3.2 Subcontractor's APP Required.Before commencing any Subcontract Work on site, Subcontractor shall deliver to Contractor a written Accident Prevention Program that complies with WAC 296-155-110. Contractor's review of Subcontractor's APP does not constitute approval, endorsement, or ratification of its sufficiency, and shall not relieve Subcontractor of any safety obligation. Subcontractor's APP is incorporated into this Agreement as Exhibit C.
3.3 Incorporation of Contractor's Safety Plan.Subcontractor acknowledges receipt of Contractor's site-specific safety plan, attached as Exhibit D (the "Site Safety Plan"). Subcontractor shall comply with the Site Safety Plan and shall cause its employees, agents, and lower-tier subcontractors to do the same. In case of any conflict between Subcontractor's APP and the Site Safety Plan, the more protective requirement shall apply.
3.4 Stop-Work Authority.Contractor, through its site superintendent or any authorized representative, may at any time direct Subcontractor to stop all or any portion of the Subcontract Work that Contractor believes is being performed in violation of WISHA Regulations, the Site Safety Plan, or Subcontractor's APP, or that presents an imminent danger of injury. Subcontractor shall comply immediately with any stop-work directive and shall not resume until the hazard is abated to Contractor's reasonable satisfaction. A stop-work directive under this section is not a termination and shall not entitle Subcontractor to any adjustment in Contract Price or schedule unless the stop-work was not reasonably necessary.
3.5 INDEMNIFICATION FOR SAFETY VIOLATIONS AND STUTE LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, SUBCONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS CONTRACTOR, THE PROJECT OWNER, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LAWSUITS, CITATIONS, PENALTIES, ACTIONS, LOSSES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPERT FEES) ARISING OUT OF OR RESULTING FROM:
(a) any actual or alleged violation by Subcontractor or its employees, agents, or lower-tier subcontractors of any WISHA Regulation or the Site Safety Plan;
(b) any citation, penalty, or enforcement action against Contractor by L&I, DOSH, or any other governmental authority arising from conditions or acts on any portion of the Project for which Subcontractor has or shares control under this Agreement, including under the multi-employer worksite doctrine and including without limitation any liability of Contractor under Stute v. P.C. Construction Co., 114 Wn.2d 454 (1990) and its progeny;
(c) any bodily injury, death, or property damage to the extent caused in whole or in part by (i) the negligence or fault of Subcontractor or its employees, agents, or lower-tier subcontractors, or (ii) any violation by any of them of this Agreement, the Site Safety Plan, Subcontractor's APP, or any WISHA Regulation;
(d) any claim by a Subcontractor employee, regardless of whether that employee's exclusive workers' compensation remedy would otherwise bar recovery against Subcontractor — for this subsection, SUBCONTRACTOR EXPRESSLY WAIVES ITS IMMUNITY UNDER TITLE 51 RCW SOLELY AS TO CONTRACTOR'S INDEMNITY RIGHT UNDER THIS SECTION, AND ACKNOWLEDGES THAT THIS WAIVER IS MUTUALLY NEGOTIATED AS REQUIRED BY RCW 4.24.115.
3.6 Limitation.Nothing in Section 3.5 shall require Subcontractor to indemnify any Indemnified Party for damages caused by the Indemnified Party's sole negligence or willful misconduct, as prohibited by RCW 4.24.115.
Article 4 · Insurance Requirements
4.1Before commencing any Subcontract Work, and continuously throughout performance and for the period specified below, Subcontractor shall maintain, at its sole cost and expense, insurance policies with limits no less than the following:
- Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate, on an occurrence basis, including products/completed operations coverage for at least 3 years after Substantial Completion, with no "insured vs. insured" exclusion that would bar coverage for claims between Contractor and Subcontractor.
- Automobile Liability: $1,000,000 combined single limit, covering all owned, non-owned, and hired vehicles used in performance of the Subcontract Work.
- Workers' Compensation: Coverage as required by Washington law under Title 51 RCW, with Employer's Liability limits of no less than $1,000,000 each accident / $1,000,000 disease policy limit / $1,000,000 disease each employee.
- Umbrella or Excess Liability: $[Amount] per occurrence, in excess of the primary coverages above and written on a follow-form basis.
4.2Subcontractor's Commercial General Liability and Umbrella policies shall name Contractor and the project owner as additional insureds on a primary and non-contributory basis for both ongoing operations (CG 20 10 or equivalent) and completed operations (CG 20 37 or equivalent), with coverage at least as broad as ISO form CG 20 33 11 85 or its equivalent.
4.3Subcontractor shall deliver to Contractor a Certificate of Insurance evidencing the above coverage, together with copies of the additional insured endorsements, before commencing work and upon each policy renewal. Failure to maintain required insurance is a material breach of this Agreement.
4.4Subcontractor waives, and shall cause its insurers to waive, all rights of subrogation against the Indemnified Parties for losses covered by the insurance required hereunder.
Article 5 · Schedule and Coordination
5.1Time is of the essence. Subcontractor shall commence the Subcontract Work on [Start Date] and prosecute the work continuously and diligently to achieve the milestones and substantial completion dates set forth in Exhibit B.
5.2Subcontractor shall coordinate its work with Contractor, the project owner, and other subcontractors. Subcontractor shall attend all scheduled project meetings and provide three-week look-ahead schedules on request. Subcontractor shall not delay or interfere with the work of Contractor or other subcontractors.
5.3If Subcontractor is delayed by causes outside its reasonable control and not attributable to its own acts or omissions, Subcontractor may be entitled to a time extension — but not additional compensation unless expressly permitted by the Prime Contract and granted to Contractor by the project owner. Subcontractor shall give written notice of any delay claim within five (5) days of the event giving rise to the claim, or the claim is waived.
Article 6 · Changes and Change Orders
6.1Contractor may, by written directive, order additions, deletions, or modifications to the Subcontract Work. A written change order signed by both Parties shall be required before Subcontractor is entitled to any adjustment in Contract Price or schedule for extra work, unless Contractor issues a written unilateral change directive pending price determination.
6.2Work performed without a signed change order or written directive from Contractor shall be at Subcontractor's sole expense, and Subcontractor waives any claim for compensation for such work.
6.3Subcontractor shall submit any proposed change-order pricing within five (5) business days of receiving the change description, supported by a detailed breakdown of labor, materials, equipment, and a reasonable fee. Disputed change-order pricing shall not excuse Subcontractor from proceeding with the work if so directed; pricing will be resolved through the dispute process in Article 20.
This is a partial sample. The full WA Subcontractor Agreement contains 22 articles including: Article 7 — Warranties and Standards of Performance; Article 8 — Licensing and Registration (WA Contractor Registration Act, RCW 18.27); Article 9 — Prevailing Wage Compliance (RCW 39.12) for public works; Article 10 — Lien Waivers and Payment Bond Coverage; Article 11 — Termination for Cause and Convenience; Article 12 — Suspension; Article 13 — Damages and Liquidated Damages; Article 14 — Assignment and Subletting; Article 15 — Independent Contractor Status; Article 16 — Compliance with Laws (immigration/I-9, anti-discrimination, paid sick leave); Article 17 — Confidentiality; Article 18 — Intellectual Property; Article 19 — Notices; Article 20 — Dispute Resolution (mediation, then arbitration in King County, WA); Article 21 — Governing Law (Washington) and Venue; Article 22 — Miscellaneous (severability, integration, amendment, counterparts). Plus Exhibits A through G: Scope of Work, Schedule, Subcontractor APP, Site Safety Plan, Prevailing Wage Rates, Change Order Form, and Certificate of Insurance Template. Your purchased version is fully customized with your GC information and delivered as editable DOCX.