This Agreement is a binding contract, which will serve as a blanket agreement for and between Holt Construction Group, herein known as Contractor, and the undersigned referred to hereafter as Subcontractor. By signing, Subcontractor and Contractor agree to the terms set forth herein. This agreement shall remain in force from the date hereof and from year to year unless a change is agreed to in writing by both Contractor and Subcontractor. The parties agree to the following:
1. GENERAL PERFORMANCE
All Work of the Subcontractor will be performed in a good and workmanlike manner in accordance with the plans and specifications for each job and must comply with all Federal and State laws, codes and regulations and all county and/or municipal ordinances and regulations effective where the work is to be performed under this contract. All permits, fees, taxes, and expenses connected with such compliance are to be paid by the Subcontractor.
2. INDEPENDENT CONTRACTOR
The Contractor and Subcontractor agree that the Subcontractor is being hired solely as an Independent Contractor and that neither the Subcontractor, nor his employees shall be deemed to be employees of the Contractor.
3. TIME
The Subcontractor agrees to promptly begin work as soon as notified by the Contractor, and to complete the work in a professional and workmanlike manner within a reasonable period of time once work is commenced and in any event by the deadlines established by the Contractor in writing. Subcontractor shall cooperate with other trades who are also on thejobsite so that each reasonably may complete their respective work within the required time frames and Subcontractor shall in any event complete Subcontractor's work within a time that will allow any other trade whose work depends on the completion of Subcontractor's work to also timely complete its work. At all times, Subcontractor shall provide competent supervision, enough skilled workers, and adequate materials to maintain Contractor's work schedule. Subcontractor warrants to Contractor that he has all proper and necessary licenses and permits to perform the services contracted for by Contractor. If Contractor determines that Subcontractor's work does not conform to the provisions of the Drawings and Specifications, or that the work is not of appropriate quality, Contractor shall advise Subcontractor, and ifSubcontractor does not correct such defects or errors on Contractor's timetable, Contractor shall have the right to correct the defects and to charge back the Subcontractor the cost of such corrections.
4. EXTRAS
No deviations from the work specified in the contract will be permitted or paid for unless a written extra work or change order is first agreed upon and signed as required.
5. ASSIGNMENT
No assignment of this subcontract agreement by Subcontractor is permitted without prior written permission from the Contractor.
6. HOLD HARMLESS
The Subcontractor agrees to protect, defend and indemnify the Contractor against and hold the Contractor harmless for any and all claims, demands, liabilities, losses, expenses, suits and actions (including attorney's fees) for or on account of any injury to any person, or any death at any time resulting from such injury, or any damage to any property, which may arise (or which may be alleged to have risen) out of or in connection with the work covered by this subcontract even though such injury, death, or damage may be (or may be alleged to be) attributable in part to negligence or other fault on the part of the Contractor or his officers, agents or employees. If Contractor reasonably believes that Subcontractor will or has caused a claim to be made or a lien to be filed against Contractor's Property, Contractor may retain any and all monies due Subcontractor and make such payment to Subcontractor and claimant jointly. The obligation of the Subcontractor to indemnify and hold the Contractor harmless shall not be enforceable if and only if it be determined by arbitration of judicial proceeding that the injury, death, or damages complained or was attributable solely to the fault or negligence of the Contractor or his officers, agents, or employees and not in any manner or in any part attributable to the Subcontractor. The Subcontractor agrees to reimburse the Contractor for all sums which the Contractor may pay or be compelled to pay in settlement of any claim hereunder, including any claim under the provisions of any workmen's compensation law or any plan for employees' benefits which the Contractor may adopt. The Contractor shall be entitled to withhold from payment otherwise due pursuant to this subcontract such amount or amounts as may be reasonably necessary to protect it against liability for any personal injury, death or property damage resulting from the performance of the work hereunder. In addition, Subcontractor agrees to indemnify, defend and hold harmless Contractor, its officers shareholders, employees, directors and agents from and against any and all losses, liabilities, expenses (including court costs and attorneys' fees) and claims for damage of any nature whatsoever, whether known or unknown asthough expressly described herein, which Contractor may incur, suffer, become liable for, or which may be asserted or claimed against Contractor as a result of actual or alleged acts, errors or omissions of Subcontractor, or any claims whatsoever arising out of actual or alleged violations of Wage and Hour Jaws, EEOC laws, tort law, The Family and Medical Leave Act, The American's with Disabilities Act, Title VII of the Civil Rights Act or the National Labor Relations Act by the Subcontractor.
7. MECHANICS LIEN
Subcontractor shall furnish all partial and final lien waivers (waivers refer to the instruments executed by reason of payment or waiver of payment) and release, for Subcontractor and for all Subcontractor's material men and suppliers in a form satisfactory and acceptable to Contractor as a condition precedent to partial and final payments to Subcontractor hereunder, as may be required by Contractor. If any lien or other encumbrance or any claim ofthe nonpayment of labor, materials or supplies furnished to Subcontractor is asserted, claimed or filed against Contractor's property arising out of the contract orsaid work hereunder, notwithstanding the furnishing ofsaid lien waivers or sworn statements by Subcontractor on the making of any said payments to Subcontractor, the Subcontractor shall protect, indemnify, hold harmless and defend the Contractor, and its successors and assigns, from and against all such liens and encumbrances and all costs, fee, loss, damage and expenses (including, but not limit to attorney's fees and litigation expenses) in connection therewith. Any such assertion or claim may be treated by Contractor as default of the contract and Contractor on behalf of itself may act as it deems necessary to mitigate its damages and charge the cost and expense thereof to Subcontractor.
8. CLEAN-UP
Subcontractor agrees to clean up all debris, trash, and refuse generated by his own trade at the end of each day, and shall clean all walls, floors and other finished surfaces soiled as a result of his trade. Subcontractor further agrees to deposit into trash bin or haul away all boxes, crates, or containers that may have been used to bring materials or fixtures to the job site. Subcontractor agrees to leave the job broom clean for the next trade. In the event the Subcontractor fails to comply with the above after receiving the proper notice of the problem and the opportunity to correct it, Contractor may back charge the Subcontractor for the cost of the debris removal and clean up. The Subcontractor should report the Contractor if the job has not been cleaned within acceptable practices by the prior Subcontractor.
9. DEFAULT
If Subcontractor shall default in the performance of any of his duties or obligations hereunder, and such default shall continue after verbal or written notice, Contractor may immediately terminate this Agreement. Subcontractor shall be due only such sumsfor approved work up until termination and shall furnish lien waivers to Contractor upon termination and payment.
10. CARE OF MATERIALS
Subcontractor agrees to be diligent in the proper care of materials supplied by Contractor. All usable materials are to be stored in an orderly way that protects them from wind, moisture, and provides general site safety. All non-usable materials are to be culled and properly disposed of in trash bins provided. Contractor may at its discretion hold Subcontractor accountable for value of materials damaged by negligent Subcontractor care. Contractor may back charge the Subcontractor for the cost of materials, deemed by Contractor to be damaged by negligent Subcontractor care. Subcontractor promptly shall notify Contractor of any defects in any materials supplied by Contractor.
11. INVOICES
Subcontractorshallsubmit by email,fax,or hand delivery to office all invoices for payment within 10 days of providing the goods or services. All invoices must include a valid job name and address supplied by the Contractor. Invoices may be emailed the following email address: apholt@holtconstruction.com. Subcontractor invoices not meeting these requirements will not be paid.
12. PAYMENT
Contractor shall provide stated time frames for Subcontractor to submit invoices for the work performed. Unless otherwise specified, invoices must be submitted by noon on Monday to be considered for approval and payment by the following Friday. Invoices not received by the stated time will be processed and paid in the next pay period. Invoices in question will be held in their entirety until the disputed charge isresolved. Payment for a disputed charge may be held from the Subcontractor’s total payment regardless of the specific project in dispute.
13. INSURANCE
Subcontractor shall provide Contractor at the time of the signing of this agreement with a Certificate of Insurance, showing the following insurance during the period of the contract and to provide evidence of such insurance when requested. Before any of the work hereunder is started the Subcontractor, at its own cost and expense, shall provide and maintain during the performance of its work hereunder, insurance as described below.
- Workers' Compensation insurance prescribed by applicable stateWorkers' Compensation acts.
- Employers' Liability insurance to include a minimum of $500,000 limit per employee, per accident and $500,000 in the aggregate.
- Commercial General Liability insurance on an occurrence basis with a minimum $1,000,000 per occurrence limit for bodily injury, property damage, personal and advertising injury; $1,000,000 aggregate limit for products/completed operations; and a $1,000,000 general aggregate limit on a per project basis. This Commercial General Liability insurance to include coverage for the hazards of Contractual Liability and Broad Form Property Damage.
- Business Automobile Liability insurance including comprehensive third-party coverage for injury (including death) or property damage with a minimum combined single limit of $500,000 per occurrence including coverage for owned, on-owned and hired vehicles.
Wherever policies provide for "claims made coverage", the insured will, for a period of five years after completing all work, provide Certificates of Insurance evidencing continuance of coverage with the original claims made retroactive date. Within the Certificate of Insurance, in the blocks designated "PolicyNumber," in addition to the policy number, there should be a note "claims made retroactive date /__/__” (with the date inserted).
All insurance policies maintained shall name Holt Property Services, Inc., as Additional Insured on a primary and non-contributory basis (exception of Workers Compensation).
Prior to the commencement of work hereunder, Contractor shall deliver to Holt Construction Group., Certificates of Insurance evidencing the above coverage. Upon request, Contractor shall furnish to Holt for its examination copies of the above policies. The Certificate of Insurance shall provide that the said insurance shall not be canceled, terminated, or materially altered without at least thirty (30) days prior notice to Holt.
If the Contractor is to perform a Professional Service, the following additional coverage is required.
- Professional Liability insurance all on a claim made basis with minimum limits of $1,000,000 per claim and
- $2,000,000 aggregate for all operations conducted.
In the event the Contractor's efforts involve a Pollution Liability exposure, the following additional coverage isrequired.
- Pollution Liability insurance all on a claim made basis with minimum limits of $1,000,000 per claim and a. $2,000,000 aggregate for all operations conducted.
Where the Contractor performs and also utilizes the efforts of subcontractors, insurance coverage must provide a Pollution Liability Policy with a Contractor's Endorsement, which extends coverage to its subcontractors.
14. HEALTH AND SAFETY
Subcontractor agrees to exercise all precautions necessary to prevent accidents to himself, his workers, and all others. If applicable Subcontractor shall supply at his own expense all protective eyewear, ear protection, head protection, etc.to his workers. The Subcontractor will at his own expense comply with all specific health and safety requirements of the Federal Occupational Safety and Health Act, and any other applicable authority. The Subcontractor also agrees to defend at his own expense and be responsible for penalties of any nature assessed by such agencies for non-compliance by himself or his employees or agents. Subcontractor agrees that he and all his employees have undergone proper safety training and have been properly trained and educated with regard any hazardous material used in conjunction with the trade as required by the State or Federal law or as mutually agreed to by both parties. Any hazardous materials, containers, or waste shall not be left on the job by the Subcontractor and shall be removed from the job site and disposed of properly at the Subcontractor's own expense. Subcontractor agrees that NO SMOKING is permitted on any jobsite. A $25.00 fine per incident will be imposed on the Subcontractor for violating the No Smoking policy.
15. CONDUCT
Subcontractor agrees that he, employees, and agents of the subcontractor shall always conduct themselves in a professional manner. Subcontractor further agrees, himself, employees and agents shall not use or be under the influence of alcoholic beverages or drugs on the job site. Subcontractor agrees that in the event of any kind of accident on the job site where subcontractor or employees and/or agents of the subcontractor are present, any or all present will submit to drug testing under the Contractor's drug policy, which is on file at its office.
16. ARBITRATION
It is hereby agreed that should any dispute arise respecting the provisions of this Agreement or of the true meaning of the Drawings or Specifications it shall be decided by binding arbitration and said arbitration shall be the sole remedy for dispute resolution. Such Arbitration shall be administered by three disinterested parties, one of which arbitrators selected by Subcontractor, one by Contractor, and the third shall be selected by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures. The decision of a majority of said arbitrators shall be binding, final and conclusive upon the parties hereto. The expense of such arbitration is to be borne equally by Contractor and Subcontractor.
17. WARRANTY
Subcontractor shall warrant against any defects in workmanship and/or materials which were supplied by subcontractor for a period of one year.