MASTER SUBCONTRACTOR AGREEMENT - …

1 MASTER SUBCONTRACTOR AGREEMENT THIS MASTER SUBCONTRACTOR AGREEMENT (hereinafter AGREEMENT ), made and entered into this day of , 200 , by and between Urbanbuilt, LLC, a Maryland Limited Liability Company, (hereinafter Contractor ) and _____ whose address is _____; phone number is and whose EIN or Taxpayer ID is _____ , (hereinafter SUBCONTRACTOR ). Recitals WHEREAS, Contractor desires to establish and maintain an ongoing business relationship with SUBCONTRACTOR whereupon the uniform terms and conditions of that relationship are set forth in this AGREEMENT , but the Project and scope of such services may vary.

2 SUBCONTRACTOR desires to establish an ongoing business relationship with Contractor on the terms and conditions set forth herein. Upon execution of this AGREEMENT , Contractor will, from time to time, issue to SUBCONTRACTOR written authorizations to proceed with specific work, at a certain price and upon such other terms and conditions are may be set forth in a purchase order (hereinafter "Purchase Order"). WHEREAS, the parties intend for this AGREEMENT to control the uniform terms and conditions of all work to be performed hereunder. It does not, however, create an exclusive dealings AGREEMENT and either party is free to terminate or modify its relationship with the other, including the terms of this AGREEMENT , upon thirty (30) days notice, unless a shorter period for termination is afforded either party herein.

3 WHEREAS, upon execution of this AGREEMENT , Contractor will issue to SUBCONTRACTOR a written authorization to proceed along with one (1) or more exhibits, which though referenced herein, will be unique to each Project or assigned task. In consideration of the mutual covenants and agreements contained in this AGREEMENT , including, but not limited to, the specific material recitals set forth above, the Parties hereto contract as follows: Section 1. THE SUBCONTRACT DOCUMENTS. The Subcontract Documents consist of: (1) this AGREEMENT ; (2) the Prime Contract between the Owner and Contractor as well as, and including, any and all other documents, drawings and specifications enumerated therein; (3) Extra Work Orders generated subsequent to the execution of the AGREEMENT ; (4) Purchase Orders as may be generated from time to time; and (5) Modifications to this subcontract issued after execution of this AGREEMENT .

4 Any general or MASTER contract or AGREEMENT between Contractor and Owner, or any other party, shall be binding upon SUBCONTRACTOR to the extent such other agreements limit the right of SUBCONTRACTOR to pursue remedies for breach, or are in conflict with the express terms and provisions of this AGREEMENT . Section 2. WORK OF THE PROJECT. SUBCONTRACTOR agrees to furnish all labor, materials, equipment and services necessary to complete the work itemized and described in the Purchase Order which will be provided by Contractor from time to time, but which is expressly incorporated as a part of this AGREEMENT as if fully described herein. Any drawings, specifications, plans, modifications or addenda, provided to SUBCONTRACTOR pertaining to the design of the Work shall be incorporated herein by reference.

5 Right to Reject Non-Conforming Work. Contractor, in its sole discretion, shall have the authority to reject Work of the SUBCONTRACTOR which does not conform to the Prime Contract or this AGREEMENT or is deemed to be deficient. In the event Contractor, or Owner, shall reject the work of SUBCONTRACTOR as non-conforming or deficient, it shall promptly and fully perform such remedial work as may be required to bring the non-conforming or deficient work into compliance with the applicable standards, at its sole cost and expense (hereinafter Remedial Work ). Failure of SUBCONTRACTOR promptly commence, within forty eight (48) hours, and complete the Remedial Work shall constitute an event of default hereunder.

6 In the sole discretion of Contractor, upon the expiration of forty eight (48) hours after notice to perform Remedial Work is given, it may engage a replacement contractor to perform some or all of the Remedial Work and deduct from any amounts due and owing SUBCONTRACTOR the actual cost, without profit or margin, of the replacement contractor. Section 3. INSURANCE. To the fullest extent permitted by law, the SUBCONTRACTOR agrees to indemnify and hold harmless the Owner, Architect (if any), Contractor and their respective officers, shareholders, insurers, agents and employees from and against any and all liability, loss or expense (including litigation costs and attorney s fees) under Worker s Compensation laws, as well as any other liability, incurred by any of them for injury or damage to persons (including death) or property (including loss of use thereof) or anyone including employees resulting from any act or omission of SUBCONTRACTOR , its agents, employees or material suppliers.

7 Prior to commencing work under this AGREEMENT SUBCONTRACTOR shall procure and maintain at its own expense, until completion and final acceptance of the Work provided for in this AGREEMENT , insurance of the kind and in the amounts set forth below: WORKER S COMPENSATION. SUBCONTRACTOR must supply both Worker s Compensation and Employer s Liability insurance in accordance with the laws of the State of Maryland as well as the jurisdiction in which the Project is situated. Employer s liability insurance minimum limits shall be as follows, unless otherwise modified: 1) Bodily Injury by Accident: $500,000 each accident 2) Bodily Injury by Disease: $500,000 Disease, Policy Limits 3) Employer's Liability: $500,000 per occurrence GENERAL LIABILITY.

8 SUBCONTRACTOR s minimum limits of General Liability shall be as follows, unless otherwise modified: 1) General Liability, Bodily Injury: $1,000,000/1,000,000 2) General Liability, Property Damage $1,000,000/1,000,000 AUTOMOBILE LIABILITY. SUBCONTRACTOR s minimum limits of Automobile Liability shall be as follows, unless otherwise modified: 1) Bodily Injury: $500,000/500,000 2) Property Damage $1,000,000 PROOF OF INSURANCE. Prior to the commencement of Work by SUBCONTRACTOR it shall provide a Certificate of Insurance evidencing SUBCONTRACTOR s full compliance with the insurance coverage and limits set forth above. Contractor shall be named as an additional insured and/or loss payee on a primary and non-contributory basis, upon request of Contractor, which can be made directly to SUBCONTRACTOR 's Insurer or agent.

9 Before any cancellation or termination of any of the above Insurances, Subcontract shall provide for thirty (30) days prior notice to Contractor, unless a longer advanced notice is required by Contractor by the Prime Contract. RIGHT TO DEDUCT. In the event SUBCONTRACTOR 's worker's compensation insurance shall lapse, or it is otherwise unable to provide satisfactory evidence of coverage, Contractor is hereby authorized to deduct from any payment due and owing SUBCONTRACTOR such sums as may be sufficient to compensate Contractor for any additional premium, or premium surcharge, which may be assessed by its provider of worker's compensation insurance upon any routine audit. In the event SUBCONTRACTOR is no longer working for Contractor, or is not owed sums sufficient to compensate or reimburse Contractor for the within amounts, then in that event, SUBCONTRACTOR agrees to pay such sums to Contractor, within ten (10) days following written demand for payment.

10 MAINTENANCE OF RECORDS AND PROVISION OF CERTIFICATES UPON REQUEST. SUBCONTRACTOR agrees to maintain copies of proof of insurance for a period of at least two (2) years following the final day upon which work was performed on the Project. In the event Contractor is audited for purposes of establishing and verifying its Worker s Compensation Insurance premium, upon request made, SUBCONTRACTOR , within three (3) business days following such request, shall provide to Contractor evidence of its worker s compensation coverage in place at the time the contracted for work was performed, as reasonably necessary to satisfy the inquire of the said insurer of Contractor. To the extent SUBCONTRACTOR shall fail, or otherwise refuse, to provide such evidence and the Contractor s insurer assesses, retroactively or prospectively, an additional premium or surcharge, SUBCONTRACTOR shall promptly remit payment to Contractor of the amount of the additional premium or surcharge plus all costs, including attorneys fees, incurred in connection with obtaining the reimbursement and/or information set forth in this subparagraph.