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DocuSign Envelope ID:4E36FD70-9689-46BE-A761-56385A3E3120
<br /> 13. Contractor, upon 10 days written notice, may terminate this Subcontract at any time and Contractor's sole obligation will be
<br /> to pay Subcontractor for the value of the work performed as of the date of termination, less any credit Subcontractor can reasonably
<br /> obtain. No overhead, lost prospective profits or any other direct or indirect/consequential damages associated with this Subcontract
<br /> and/or its termination shall be allowed for that portion of the work which has not been performed at the time of termination. In the event
<br /> any termination of Subcontractor for cause is determined to be improper, then Subcontractor agrees that the termination shall be a
<br /> termination for convenience hereunder and, in such event, Subcontractor shall be entitled to payment for work performed through the
<br /> date of termination as set forth herein, but shall not be entitled to (and hereby waives) any and all costs for overhead, lost prospective
<br /> profits or any other direct or indirect/consequential damages associated with this Subcontract and/or its termination. The termination
<br /> provisions in this paragraph shall not be applicable to any proper termination for cause as set forth in this Subcontract.
<br /> 14. Summary of insurance requirements listed herein: Subcontractor must supply Workmen's Compensation, Employer's
<br /> Liability, General Liability, Automobile Liability and Excess Liability in accordance with the attached Exhibit "D". All certificates of
<br /> insurance must be project specific for each project subcontractor. Exemption from Workmen's Compensation is not allowed. In addition
<br /> to maintaining coverage during the duration of the project, all insurance coverage must remain in effect from project substantial
<br /> completion through the expiration of the warranty period.
<br /> 15. Subcontractor shall indemnify, defend (including defense costs and attorneys fees) and hold harmless Contractor and
<br /> Owner, from and against any and all claims, loss, demands or judgments for damage or expense (including attorneys fees and other
<br /> costs of defense incurred by Contractor in defending against any claims or in enforcing this indemnity/defense obligation) arising out of
<br /> or in connection with this Subcontract or the failure to observe or comply with the provisions of this agreement or the contract
<br /> documents (hereinafter referred to as "indemnity/defense obligation"). This indemnity/defense obligation also includes Subcontractor's
<br /> indemnity and defense of Contractor and Owner of and from any claims of damage (and any actual damage) to persons or property
<br /> which are occasioned by, contributed to, or in any way caused, in whole or in part by Subcontractor, sub-subcontractors or of any tier or
<br /> their respective employees. The monetary limitation on the extent of the indemnification provided hereunder by Subcontractor shall be
<br /> the greater of $2 million per person injured or $4 million per occurrence, unless otherwise agreed in writing by Contractor.
<br /> Subcontractor acknowledges and agrees that the monetary limitation on the extent of the indemnification bears a reasonable
<br /> commercial relationship to the work under this Subcontract, and that this indemnity/defense obligation is specifically incorporated by
<br /> this reference into the project specifications or bid documents, if any. The indemnification shall not include the indemnity/defense of
<br /> claims or damages resulting from gross negligence, or willful, wanton or intentional misconduct of Contractor or its officers, directors,
<br /> agents or employees, or for statutory violation or punitive damages except and to the extent the statutory violation or punitive damages
<br /> are caused by or result from the acts of omissions of the Subcontractor, its agents, or employees, or any of the Subcontractor's sub-
<br /> subcontractors,their agents or any tier or their respective employees.
<br /> 16. Subcontractor must comply with Contractor, OSHA and other local or federal safety requirements while working on the job
<br /> site. Subcontractor will maintain all required Hazcom and MSDS information on-site, and will be responsible for any costs or fines
<br /> associated with lack of required OSHA information. Subcontractor is responsible for all necessary barricades, protection, identification
<br /> signage and other precautions to protect all employees, trades and the public from any hazards associated with its performance of the
<br /> work. Subcontractor must immediately notify Contractor in writing of any known safety or other hazards. Subcontractor must hold
<br /> regular safety meetings with its employees and comply with Contractor's site safety rules. Subcontractor must identify and provide a
<br /> competent person or manager and superintendent who shall be responsible for and present during all critical and other activities as
<br /> required by Contractor or OSHA guidelines. These activities include, but are not limited to, Trenching (29 CFR 1926.652), Scaffolding,
<br /> Fall Protection, Steel Erection and Confined Space work processes, and any other work processes in accordance with OSHA
<br /> requirements. Subcontractor is responsible for all cost associated with its compliance with items contained herein. Subcontractor
<br /> agrees to comply with all provisions of local and federal jurisdictional regulations regarding the"Storm Water Pollution Prevention Plan"
<br /> (SWPPP) and"National Pollution Discharge Elimination Systems" (NPDES) concerning disuturbed soils, erosion control, pollutants and
<br /> other items. Subcontractor acknowledges and agrees to comply with all Trench Safety Act Provisions and Florida Statute provisions for
<br /> all Trench act notices, estimates and other requirements. Subcontractor agrees that this contract contains sufficient monetary
<br /> consideration and agrees that it is working with full knowledge and in compliance with all federal, state, local and other jurisdictional
<br /> requirements. Subcontractor agrees to comply with Contractor's"Subcontractors Disciplinary Procedures"system and further that it will
<br /> correct any safety violations or other OSHA deficiencies per the Contractor's disciplinary policy. Subcontractor's officers and owners
<br /> agree that they will personally address and correct any reasonable safety concerns, violations, OSHA citations or other unsafe
<br /> conditions, if not corrected by the subcontractor's authorized representative.
<br /> 17. On the 25th day of each month Subcontractor shall present to Contractor, on Contractor's standard application for payment
<br /> form, a statement of the work done during the billing period, that Contractor may, at its option on each payment, retain 10%, or the
<br /> additional percentage specified in the Contract Documents, of each estimate until final payment, which shall be made after completion
<br /> of the work covered by this Subcontract and written acceptance thereof by the Architect, and full payment therefore by Owner. Each
<br /> application must be accompanied by a release of lien and supplier's affidavit (if applicable). No payment will be processed or released
<br /> without the proper releases of lien. Stored materials must be secured on site and approved by project superintendent and
<br /> Owner/Lender prior to payment.
<br /> 18. Contractor must first have received payment from the owner before it has any obligation to make any of the periodic
<br /> progress payments or final payment. Receipt of such payments by Contractor from the owner shall be an absolute and continuing
<br /> condition precedent to Contractor's obligation to make payments to Subcontractor. Subcon-tractor acknowledges and agrees that the
<br /> risk of loss arising out of owner's failure to pay Contractor is expressly assumed by Subcontractor as an absolute condition precedent to
<br /> Contractor's award of this job to Subcontractor. Subcontractor further acknowledges and agrees that in the event Contractor has
<br /> provided any surety bond or other undertaking obligating Contractor and Surety to make payments to Subcontractor for labor, materials,
<br /> services or equipment provided by Subcontractor to the project identified in this Subcontract Agreement, that neither Contractor nor
<br /> Surety shall have any obligation to make any periodic progress payments or final payment to Subcontractor under the provisions of
<br /> such surety bond or other undertaking unless Contractor has first received payment therefore from Owner, and receipt of such
<br /> payments by Contractor from the Owner shall be an absolute and continuing condition precedent to either Contractor or Surety's
<br /> obligations to make any payments to Subcontractor. Any and all provisions of the Contract between Owner and Contractor pertaining to
<br /> Owner's obligations to make payment to Contractor and Contractor's performance of conditions precedent to obtaining any payment
<br /> from Owner are expressly excluded from and not incorporated into this Subcontract Agreement.
<br /> 19. This Subcontract and the Contract Documents, insofar as they relate in any part or in any way to the work undertaken
<br /> herein, constitute the entire agreement between the parties hereto, and it is expressly understood and agreed that there are no
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