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DocuSign Envelope ID:4E36FD70-9689-46BE-A761-56385A3E3120
<br /> 4. Subcontractor agrees that the Subcontract Price includes all labor, materials, sales tax, other tax, equipment, insurance,
<br /> and other services necessary for Subcontractor to comply with the requirements of this Subcontract. Subcontractor shall comply with all
<br /> federal, state and municipal laws, codes, regulations and ordinances effective where the work under this Subcontract is to be
<br /> performed, and shall pay all taxes and contributions imposed or required by any law for any employment insurance, pensions, old age
<br /> retirement funds, or similar purposes, in respect to the work under this Subcontract and the employees of Subcontractor in the
<br /> performance of said work. Subcontractor shall comply with the federal occupation Safety and Health Act of 1970 and related
<br /> amendments. Subcontractor shall be responsible for compliance with all workmen and public safety laws, ordinances and regulation
<br /> relating to the work and Subcontractor agrees to indemnify and hold harmless Contractor and Owner from all liability, cost and expense
<br /> of whatever nature (including court costs and attorneys fees) arising out of the failure, in whole or in part, directly or indirectly, of the
<br /> Subcontractor, its agents, employees or Sub-Contractors to so comply with such laws, regulations and standards. This indemnity
<br /> obligation shall be in accordance with Paragraph 16.
<br /> 5. If the proper performance of the work by Subcontractor depends upon the proper performance of work by Contractor or
<br /> another Subcontractor whose work precedes in time the work of the Subcontractor, Subcontractor shall, prior to commencement of this
<br /> work, report any deficiencies of such preceding work to Contractor in writing, and Subcontractor's commencement of work without
<br /> having reported any such deficiency shall constitute an admission by Subcontractor that such preceding work was property done and
<br /> Subcontractor shall not be entitled to any additional compensation for the proper performance of his work regardless of the condition of
<br /> such preceding work. Subcontractor shall be responsible for determining for itself the field dimensions, material, and labor requirements
<br /> relating to his work and shall not rely on estimates or statements of Contractor or the Contract Documents with respect to such matters.
<br /> 6. Should Subcontractor at any time refuse or neglect to supply a sufficient number of properly qualified workmen or a
<br /> sufficient quantity of materials of proper quality, or abandon the work or fail in any respect to prosecute the work covered by this
<br /> Subcontract with promptness and diligence, or fail in the performances of any of the agreements herein contained; or, in the event that
<br /> a petition in bankruptcy shall be filed by or against Subcontractor, Subcontractor shall make an assignment for the benefit of creditors or
<br /> enter into any other form of creditor management or admit in writing an inability to meet any obligation as same became due or in the
<br /> event that a fine monetary judgment shall be entered against Subcontractor and same remains unsatisfied for more than thirty (30)
<br /> days, Contractor may, at its option, after 48-hours notice to Subcontractor, provide any such labor and materials, project manager costs,
<br /> accounting costs, and other costs and deduct the cost, plus overhead and profit not to exceed ten percent(10%each),thereof from any
<br /> money then due or thereafter to become due to Subcontractor under this Subcontract.
<br /> 7. Subcontractor shall secure and protect its work and shall bear and be liable for all loss or damages of any kind which may
<br /> happen to the work or any materials to be incorporated therein at any time prior to the final completion and acceptance thereof.
<br /> Contractor shall not be responsible for any damages done to the work or property of the Subcontractor unless such damage shall be
<br /> caused by the direct negligence of the Contractor. Subcontractor shall at all times keep the building and premises free from rubbish and
<br /> debris caused by its operations and upon completion have the work free and clear from all obstructions and hindrances.
<br /> 8. All changes in the Subcontractor's scope of work or Subcontract Price must be approved in writing by the Project Manager
<br /> prior to the Subcontractor performing the work. Where major cost items are sub-subcontracts or vendors, they must also be completely
<br /> itemized. Subcontractor shall be entitled to an extension of time for performing and completing the work covered by this Subcontract
<br /> only upon the same terms, conditions and to the same extent as is actually allowed Contractor by Owner. Contractor shall not be liable
<br /> to Subcontractor for delay, acceleration or any other damage, loss or injury caused by Contractor or any other person or entity, including
<br /> other contractors, subcontractors, Owner's representatives, or material suppliers.
<br /> If any claim or lien is made or filed with or against Contractor, the Owner, the Project or the Premises by any person claiming
<br /> that the Subcontractor or any sub-subcontractor or other person performing work under this Subcontract has failed to make payment for
<br /> any labor, services, materials, equipment, taxes or other items or obligations furnished or incurred for or in connection with the work, or
<br /> if at any time there shall be evidence of such nonpayment or of any claim or lien for which, if established, Contractor or the Owner might
<br /> become liable and which is chargeable to the Subcontractor, or if the Subcontractor or any sub-subcontractor or other person under
<br /> subcontract causes damage to the work or to any other work on the Project, or if the Subcontractor fails to perform or is otherwise in
<br /> default under any of the terms or provisions of this Agreement, Contractor shall have the right to retain from any payment then due or
<br /> thereinafter to become due on this or any other project subcontractor is working on for Contractor an amount which it deems sufficient
<br /> to (1) satisfy, discharge and/or defend against any such claim or lien or any action which may be brought or judgment which may be
<br /> recovered thereon, (2) make good any such nonpayment, damage,failure or default, and (3) compensate Contractor and the Owner for
<br /> and indemnify and hold them harmless against any and all losses, liability, damages, costs and expenses, including legal fees and
<br /> disbursements,which may be sustained or incurred by either or both of them in connection therewith, in accordance with Paragraph 16.
<br /> Contractor shall have the right to apply and charge sums otherwise due Subcontractor on this or any other project Subcontractor has
<br /> with Contractor so much of the amount retained as may be required for the foregoing purposes. If the amount is insufficient therefore,
<br /> the Subcontractor shall be liable to Contractor for the difference and pay the same to Contractor. In addition to other conditions
<br /> contained herein, Subcontractor shall be liable to Contractor for such sums as Contractor may become obligated to pay to Owner,
<br /> including, but not limited to liquidated damages due to Subcontractor's performance or nonperformance of the Subcontract.
<br /> 9. Subcontractor agrees to turn said work over to Contractor in good condition and free and clear from all claims,
<br /> encumbrances and liens for labor, services, or materials., Subcontractor shall provide all waivers/releases of lien for labor, service, or
<br /> materials purchased for use in the prosecution of said work and shall furnish releases of lien from all Subcontractor' suppliers, Sub-
<br /> Contractors and vendors, and agrees to protect and save harmless Contractor and owner from all claims, encumbrances, and liens
<br /> growing out of the performance of the work and all maintenance required under the Contract Documents, If required by Contractor, the
<br /> furnishing of such lien-waivers and releases shall be a condition precedent to any payment hereunder.
<br /> 10. Subcontractor shall not sublet, assign or transfer this Subcontract or any work or payments due hereunder without
<br /> Contractor's written consent, and such consent shall not relieve Subcontractor of its obligations hereunder.
<br /> 11. Subcontractor guarantees his work against all defects of material or workmanship and guarantee that such work shall be in
<br /> strict compliance with the Contract Documents for the period of time specified in the Contract Documents; if no guarantee is called for
<br /> by the Contract Documents, Subcontractor's guarantee shall be for a period of one (1)year from the date of acceptance of the project
<br /> by the Owner. Such guarantee to include all costs of repairing and replacing Sub-Contractor's work to comply strictly with the Contract
<br /> Documents. Subcontractor further agrees to indemnify and save harmless Contractor from all claims resulting or arising out of such
<br /> defects of materials or workmanship, or failure of his work to comply strictly with the Contract Documents.
<br /> 12. The exclusive venue for any litigation arising hereunder shall be in a court of competent jurisdiction in Orange County,
<br /> Florida,and the laws of Florida shall apply.
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