Subcontractor Master Service Agreement

At its own expense, Subcontractor shall maintain the following minimum insurance coverages, or greater coverages as required by the Prime Contract or Work Order:

• General Liability Insurance — $1,000,000 per occurrence / $2,000,000 general aggregate. Includes Products/Completed Operations. Endorsements: CG 20 10, CG 20 37.
• Workers' Compensation Insurance — Statutory limits or $500,000 per occurrence, whichever is greater. Waiver of Subrogation in favor of Metrocore. Metrocore listed as Certificate Holder.
• Employer's Liability — $1,000,000 per accident.
• Umbrella / Excess Liability — $2,000,000 minimum, applying over General Liability and Employer's Liability. Includes Additional Insured status for Metrocore.
• Pollution Liability (remediation subcontractors) — $1,000,000 minimum, including mold/fungus/bacteria coverage.
• Policies must be Primary & Non-Contributory; Waiver of Subrogation on all applicable lines; endorsement pages attached with COI.

Certificate Holder:
Metrocore Construction
1209 E Cumberland Ave Unit 701
Tampa, FL 33602
Attach your COI in Section 1 above, or email it to info@metrocore-construction.com.

MASTER AGREEMENT BETWEEN CONTRACTOR AND SUBCONTRACTOR

This Master Service Agreement (the “Agreement”) is entered into effective (the “Effective Date”), by and between Metrocore Construction, (hereinafter “Contractor”), and having a business address of (hereinafter “Subcontractor”). In consideration of the mutual promises, conditions and agreements herein contained, the sufficiency of which is hereby acknowledged, the parties hereto mutually agree as follows:

3.1 Term

This Agreement shall be effective for two (2) years after the Effective Date (the “Term”). Unless cancelled by either party, by providing the other party with at least ninety (90) days advance written notice before the end of the Term, this Agreement shall automatically renew for a subsequent Term equal to the immediately preceding Term.

3.2 Formation of Subcontractor

1. The agreement. This Agreement establishes the terms and conditions of the contractual relationship between Contractor and Subcontractor during the term, as defined herein. This Agreement, alone, is not a contract for construction services.
2. Work orders. From time to time during the term, Contractor may engage Subcontractor to provide construction services on various projects. Each project shall be initiated by a written work order issued to the Subcontractor by the Contractor and signed by the parties hereto.
3. A subcontract. A work order, when duly executed, together with this Agreement, forms a contract between Contractor and Subcontractor for a project (the “Subcontract”). A subcontract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, or agreements, either written or oral. A Subcontract may be amended or modified only by a change order signed by both parties, as set forth in the Agreement.

3.3 Prime Contract

Subcontractor acknowledges that from time to time, Contractor will agree to perform certain work and furnish certain labor and materials for construction projects for various owners pursuant to a contract (“Prime Contract”). The scope of the project (the Project) and its owner (the Owner) shall be described in the Prime Contract. With respect to Subcontractor’s work, the Subcontractor agrees to be bound to Contractor by all of the terms and conditions of the Prime Contract and shall assume toward Contractor all duties and obligations that Contractor assumes toward Owner. This Agreement, Subcontract(s), and the terms and conditions of the Prime Contract are intended to supplement and complement each other and shall, where possible, be interpreted as such. In the event of any conflict between the terms of this Agreement, Subcontract(s), and the Prime Contract, the Prime Contract shall govern (or the provision imposing a greater duty on the Subcontractor shall govern).

3.4 The Subcontract Documents

The “Subcontract Documents” shall consist of the following: 1) this Agreement; 2) the Work Order; and 3) any other documents attached to or incorporated by reference in the foregoing, as the same may be amended, modified and/or supplemented in writing and in accordance with the provisions of this Agreement. If a conflict exists between or within the Subcontract Documents, Subcontractor shall comply with the provision that imposes the greater duty, quality and quantity.

3.5 Performance of the Work

Subcontractor shall furnish all labor, supervision, materials, equipment, and all other services and things necessary to prosecute the work as set forth in the Subcontract Documents (the “Work”) except as specifically indicated in the Subcontract Documents to be the responsibility of others. Subcontractor shall furnish and perform the Work in a good and workmanlike manner and in strict accordance with the Subcontract Documents, all applicable laws, codes, ordinances and regulations. Subcontractor represents and agrees that prior to execution of any Work Order it: (i) has carefully examined and understands the Subcontract Documents and has determined that the Subcontract Documents are adequate for purposes of performance of the Work by the Subcontractor; (ii) has investigated the nature, locality and site of the Work and the conditions and difficulties under which the Work is to be performed; (iii) enters into the Subcontract on the basis of its own examination, investigation and evaluations of all such matters; (iv) does not rely upon any opinions or representations of Contractor or Owner or of any of their officers, agents, partners, members, shareholders or employees except as expressly set forth in the Subcontract Documents; and (v) is licensed to perform the Work (if so required by applicable law) and otherwise is qualified to perform the Work.

3.6 Terms of Payment

Subcontractor acknowledges and agrees that the Subcontract amount, as stated in the work order, includes payment for all materials, labor, services, equipment, supervision, taxes, delivery and transportation costs, storage, insurance, temporary facilities and other general conditions, costs, price escalation, permits and other items required to complete the work in accordance with the subcontract documents and that the Subcontract amount shall not be increased except in writing signed by Contractor. The Subcontract amount shall be Subcontractor’s compensation for undertaking all duties, obligations, and responsibilities for the work.

Subcontractor’s receipt of payment by Contractor shall be conditional upon the Contractor’s receipt of payment by owner. Subcontractor acknowledges and agrees that receipt of payment by contractor from the Owner for the subcontractor’s work is a condition precedent to payment by contractor to subcontractor for subcontractor’s work. Subcontractor acknowledges the possibility of forfeiture of payment for its work in the event that owner does not make payment to contractor for subcontractor’s work. Contractor shall have no obligation to pay the Subcontractor any amount unless and until the Contractor receives payment from the Owner, and the amount payable to the subcontractor shall not exceed the amount received from the owner for the subcontractor’s work.

Subcontractor’s invoices shall be processed as set forth herein. Unless otherwise required by the work order(s), payments shall be made on at least a monthly basis, subject to approval by the contractor, for which the cut-off date for work to be included in the invoices and the submission date for the Subcontractor’s invoices shall be on the prior Monday of the payment weeks. Unless required otherwise by the Work Order(s), the following shall apply:

1. Not less than four (4) days prior to Subcontractor’s first invoice, Subcontractor shall provide to Contractor for approval a written schedule of values allocating the entire Subcontract Amount among the various portions of the Work, which schedule of values shall be prepared in such a form and supported by such data to substantiate its accuracy as Contractor may require. The schedule of values approved by the Contractor (Schedule of Values) shall be used as a basis for reviewing each invoice. Subcontractor shall further provide to Contractor, not less than ten (10) days after execution of a Work Order, a list of sub-subcontractors and suppliers having subcontracts or purchase orders in excess of $2,500 for the Project. Subcontractor shall have continuing obligation to provide Contractor with an updated list within five (5) days of entering into new sub-subcontracts or purchase orders.
2. Contractor shall pay Subcontractor within thirty (30) days following Contractor’s receipt of all of the following:
   • Payment from the Owner with respect to that portion of the Work for which Subcontractor seeks payment under the invoice.
   • Subcontractor’s invoice, including Work performed through Work cut-off date designated by the Contractor, submitted on forms acceptable to Contractor.
   • Properly completed and executed Waiver and Release of Liens and Claims (“Waivers”), in the form and content supplied by the Contractor, from Subcontractor and any sub-subcontractors, suppliers, and laborers performing work or furnishing labor or material or services through or to Subcontractor on the Project. For progress payments, such Waivers shall include conditional partial Waivers covering all Work performed and labor and material and services furnished through the Work cut-off date for the current invoice and unconditional partial Waivers covering all Work performed and labor and material and services furnished through the Work cut-off date for the previous month’s invoice. For final payment, such waivers shall be unconditional Waivers covering all Work performed and labor and material and services furnished through, to, or by Subcontractor for the Project.
   • Additional documentation as may be required by the Contractor or Owner to substantiate the Subcontractor’s entitlement to payment; documents required by the Work Order, if any.
3. Invoice shall show the percentage complete of each portion of the Work as of the Work cut-off date for the invoice. The percentage complete shall be the lesser of (i) the percentage of that portion of the Work which has actually been completed or (ii) the share of the Subcontract Amount allocated to that portion of the Work in the Schedule of Values.
4. Invoices shall not include unapproved change order work or unapproved extras and may be rejected if unapproved change order work or extras are included in the Invoice.
5. Subject to other provisions of the Subcontract Documents, the amount of each progress payment shall be computed as follows:
   • Take that portion of the Subcontract Amount properly allocable to completed Work determined on the basis of the percentage complete of each portion of the Work as described above, less retainage of ten percent (10%);
   • Add the amount approved by Contractor and Owner for payment for materials delivered to and stored at the site or an off-site location approved by Contractor and the Owner, less retainage of ten percent (10%);
   • Subtract the aggregate of previous payments made by Contractor to Subcontractor.
   • Subtract amounts that are determined to have been improperly paid to Subcontractor pursuant to previous invoices as a result of errors subsequently discovered by Contractor.
6. Retainage and the unpaid balance of the Subcontract Amount shall be paid within thirty (30) days after the last of the following to occur:
   • Final completion of the Work in accordance with the Subcontract Documents (including, without limitation, all punch list work).
   • Acceptance of the Work by Contractor, the Owner, and the Project architect (if any).
   • Furnishing to Contractor of unconditional Waivers from all entities performing work or supplying labor and/or material and/or services in connection with the Work, indicating that such entities have been fully paid (including all fringe benefits).
   • Submission to Contractor of all close-out documents, including but not limited to, as-built drawings of the Work and all operation manuals, proof of insurance to be maintained after completion of the Work, and written warranties and guaranties and other deliverables required by the Subcontract Documents.
   • Submission to the Contractor of a sworn statement by Subcontractor and an unconditional Waiver when required by the Contractor.
7. Contractor shall be entitled to withhold payment otherwise due to Subcontractor as reasonably determined by Contractor to be necessary to protect Contractor from costs, delays, failure of the Subcontractor to comply with the Subcontract Documents, third-party claims, and other losses, damages, expenses, or problems for which Subcontractor is responsible under the Subcontract Documents.
8. Subcontractor shall correct punch list work promptly upon receipt of notice from Contractor. Subcontractor shall commence corrective work not later than two (2) calendar days after receipt of punch list, except in the event of an emergency or more a stringent timeline is required by the Prime Contract, in which case Subcontractor shall commence punch list work within twenty-four (24) hours after receipt of notice. Should the Subcontractor fail to commence the punch list work as required by this Subpart and/or complete punch list work in a reasonably determined amount of time, the Contractor has the right to complete unfinished punch list work and will deduct all costs associated with this Work from the Subcontractor’s final payment and/or from payments that will become due.

Late Submission Fees for Invoicing and Documentation. Contractor reserves the right, at its sole discretion, to impose a back charge or reduce any submitted invoice by $250 per day for each day the submission exceeds the permitted five (5) business-day period following the completion of work. This policy applies to all required project documentation, including but not limited to: Invoice(s); Conditional lien releases; Photographic documentation; Daily Logs; Any additional documentation as specified by Contractor or Client requirements.

No payments made under any Subcontract shall be construed as evidence of Subcontractor’s proper or complete performance of the Work or satisfaction of Subcontractor’s obligations under the Subcontract Documents, and no payment shall be construed to be an acceptance of defective or non-conforming Work.

Subcontractor agrees to promptly pay, or cause to be paid in full, the amounts due to all of Subcontractor’s sub-subcontractors, consultants, suppliers, and laborers performing Work or furnishing labor, materials, equipment, and/or services to the Project through or to Subcontractor. Subcontractor agrees that all payments received by it shall be deemed to be, and constitute, a trust fund, and shall be first used and applied by Subcontractor in payment for all materials, labor, equipment, services, and any and all other obligations incurred in connection with the Work, prior to Subcontractor’s use and application for its own or any other purpose.

Subcontractor hereby grants to Contractor the following rights: (i) to request names, phone numbers, copies of agreements and account status reports as to any of Subcontractor’s suppliers, sub-subcontractors, labor unions or workmen; (ii) to audit Subcontractor’s records to verify the account status of any Subcontractor’s suppliers, sub-subcontractors, labor unions or workmen; and (iii) to make direct payment of amounts payable to any of Subcontractor’s suppliers, sub-subcontractors, labor unions, or workmen where Contractor determines that Subcontractor has failed to make required payments to such persons or entities after Contractor has provided Subcontractor with notice of its intent to do so and Subcontractor has failed to timely make payments. Any such payments so made by Contractor shall be deemed a proper debit in like amount against amounts otherwise due from Contractor to Subcontractor. Payment by Contractor to any sub-subcontractor, laborer, supplier, or benefit fund of Subcontractor shall not relieve Subcontractor of any obligations to Contractor under the Subcontract Documents. Contractor, in its sole discretion, may make payment by checks payable jointly to Subcontractor and any sub-subcontractor, laborer, supplier, or benefit fund. Nothing herein shall require Contractor to make any payments to any sub-subcontractor, laborer, supplier, or benefit fund.

In the event of a dispute regarding payment, Subcontractor shall not slow down or stop the Work, withhold deliverables, or terminate a Subcontract provided that all uncontested amounts properly due to Subcontractor under the Subcontract Documents have been paid in accordance with this Agreement.

If for any reason, including without limitation mathematical or administrative error, the amounts paid to the Subcontractor exceed the amounts to which the Subcontractor is entitled hereunder, such excess shall constitute an indebtedness of Subcontractor to the Contractor. Such indebtedness shall be paid to Contractor by the Subcontractor, as the case may be, upon demand by the Contractor, or as determined by the Contractor, such indebtedness shall be charged against any payments due or to become due to Subcontractor.

To the extent that Subcontractor has received payment for sums due Subcontractor, Subcontractor shall indemnify, defend and hold Contractor and the Owner harmless from all costs and expenses (including attorneys’ fees and court costs) incurred as a result of liens filed or threatened against the Project or the Owner’s property by entities performing work or furnishing labor, materials, or services through or to Subcontractor. Within seven (7) days after notice from Contractor, Subcontractor shall remove (by satisfaction or by posting security) all liens against the Project or the Owner’s property recorded by entities furnishing labor, materials, equipment, or services through or to Subcontractor.

If Contractor has provided a Payment Bond for the Project and Subcontractor has been paid sums due under the Subcontract, within seven (7) days after notice from Contractor, Subcontractor shall satisfy all claims against the Payment Bond asserted by entities furnishing labor, materials, equipment, or services through or to Subcontractor. Subcontractor shall indemnify, defend, and hold Contractor and its surety harmless from all costs and expenses (including attorneys’ fees) incurred due to claims against the Payment Bond.

In the event that Contractor has provided a Payment Bond on the Project, Subcontractor agrees that such is due consideration and thereby waives any and all rights to file or maintain a mechanics’ lien against the Project, the Owner’s property, or any improvements upon the real property where the Project shall be constructed.

When allowed by state law and public policy, Subcontractor voluntarily fully waives rights to file a lien claim against Owner’s property and shall not permit any lien claims to be filed against Owner’s property by any sub-subcontractors, suppliers, and laborers performing work or furnishing labor or material or services through or to Subcontractor on the Project. In the event that any such lien claim notice is filed or received, Subcontractor shall promptly cause it to be discharged or released (including without limitation, by furnishing of a release bond) and shall take all necessary actions to prevent the enforcement thereof and to defend and indemnify the Owner, Contractor and any lender or other third party person against such lien claim. If Subcontractor does not comply with the foregoing requirements within forty-eight (48) hours after Subcontractor is notified of any such lien claim notice, Owner or Contractor shall have the right to procure the discharge of such lien claim and in such event Subcontractor shall; (i) reimburse Owner or Contractor or (ii) Contractor shall have the right to withhold payments to Subcontractor, for the sum of monies that the Owner or Contractor may pay to procure the discharge thereof, including costs and reasonable attorney’s fees.

Unless the Work Order(s) include more stringent timelines, invoices shall be submitted to the Contractor no later than (5) five business days after completion of scope. When drafting an invoice, Subcontractor’s Work may be forecasted through the end of the applicable payment week.

Material supplied by Subcontractor and paid for by Contractor or Owner shall be the property of the Contractor or Owner accordingly, but shall remain in the care, custody, and control of the Subcontractor and stored at the Subcontractor’s risk.

It is the sole responsibility of Subcontractor to notify Contractor immediately if an invoice becomes past due. In the event Subcontractor does not submit an invoice on a substantially completed Work Order within ninety (90) days, Subcontractor is voluntarily abandoning its claim on payment for the applicable Work Order, therefore Contractor shall not be liable for payment. Subcontractor should submit a Statement of Account to Contractor on a monthly basis to prevent payment abandonment.

Contractor shall have the right of setoff and to collect any funds which may be due to the Subcontractor under other subcontracts/Work Orders with Contractor and/or any affiliated entity.

3.7 Commencement and Completion

Time is of the essence of Subcontractor’s performance of the Work. Subcontractor shall perform the Work in accordance with the Project Schedule as adjusted in accordance with the Work Order (the “Subcontract Time”). The Subcontract Time shall be measured from the Commencement Date. Subcontractor agrees to complete the Work by the Completion Date, and to perform the Work at greater or lesser speeds and at such times and in such quantities as are required for, in the Contractor’s determination, the best possible progress of the construction of the Project or as shall be specifically requested by Owner or Contractor. Subcontractor shall conduct the Work to not interfere with or delay the work of Contractor or any other subcontractor, contractor, or supplier performing construction work or installation activities at the Project site. Subcontractor agrees that the Work shall be started by the Commencement Date set forth in the Work Order and shall be completed by the Completion Date set forth in the Work Order or as indicated in the Contractor’s most recent Project Schedule. Subcontractor understands that all schedule dates are minimum performance dates. Notwithstanding anything to the contrary contained in the Subcontract Documents, should the progress of the Project be ahead of scheduled dates, the Subcontractor agrees to coordinate and complete its Work in accordance with the actual Project progress and the actual pace of the Project without additional compensation.

At Contractor’s request, Subcontractor shall furnish additional information regarding Subcontractor’s Work activities and durations in connection with the Contractor’s development and updating of the progress schedule for the entire Project (“Project Schedule”). Subcontractor shall sequence and complete the Work so as to ensure that the Contractor is able to complete the entire Project by the Project Completion Date as required under the Prime Contract. Subcontractor recognizes that Contractor shall suffer financial loss if the Work is not completed within the time specified herein and further agrees that Subcontractor shall be liable to Contractor for all loss incurred by the Contractor due to failure of the Subcontractor to complete the Work by the Completion Date, including, without limitation, any amounts payable by the Contractor to the Owner under the Prime Contract and/or under law or equity.

Daily Log of Work Performed on Site. A daily log must be submitted to the Contractor Project Manager. Subcontractors are required to include the following in their submissions:

• Initial Site Report: Sent to the Contractor within 24 hours of arriving on-site immediately following the loss. This must include:
  • A call to the Contractor Project Manager.
  • Text or email with a minimum of 10 initial photos of existing site conditions before any work commences by the subcontractor.
• Daily Log:
  • A detailed log of all work completed.
  • The number of staff involved (including names and hours worked).
  • Any rented equipment or tools used.
  • An estimated percentage of scope completion.
  • Photos showing work in progress and completed work.

The log should provide sufficient detail to allow the Contractor to clearly track work progress.

If Subcontractor’s critical path Work is delayed, as substantiated by the Project Schedule, by causes that are unforeseeable and unavoidable and not due to the fault of Subcontractor (or its sub-subcontractors, suppliers, or agents), Subcontractor shall notify Contractor of such delay in writing within two (2) working days after commencement of such delay. Provided that the Contractor is entitled to a corresponding extension to the Project Schedule under the Prime Contract, the time for the Subcontractor’s Work under the Project Schedule and the Completion Date shall be extended by the number of days of such delay, provided, however, that no extension will be made if: (i) Subcontractor fails to provide the written notice of the delay required above; or (ii) the Work would have been otherwise delayed by a concurrent delay for which Subcontractor is responsible.

Contractor shall not be liable to Subcontractor for any extra compensation or for any damages or additional costs that Subcontractor suffers or incurs from delays, interferences, interruptions and/or accelerations in performing the Work or furnishing materials, or other causes attributable to Contractor, Owner, or other contractors, subcontractors, or suppliers. Subcontractor’s sole remedy for delay, accelerations, interferences and/or interruptions or other impact claims shall be an extension of the Project Schedule and the Completion Date and its share, if any, of any damages recovered from the Owner. In the event of any impact caused solely by the Contractor, Subcontractor shall be entitled to direct, out-of-pocket costs only, and Subcontractor shall not be entitled to any impact damages, consequential damages, or other similar claims for remuneration.

Should Subcontractor fail to finish its Work by the Completion Date; (i) which causes documented financial loss or financial penalties to Contractor as a result, Subcontractor shall be liable to reimburse Contractor for such financial loss or penalty; or (ii) Subcontractor may be subject to liquidated damages, if so specified in the Work Order. The Parties agree that liquidated damages, when specified in the Work Order, are necessary, because it is impossible to precisely calculate the monetary loss to the Contractor and/or the Owner as the result of any delay in the completion of Subcontractor’s Work. Should the Subcontractor fail to complete the Work in accordance with the Subcontract Documents by the Completion Date, the Subcontractor shall be liable to the Contractor for a fixed sum for each day of delay in reaching substantial completion of Subcontractor’s Work. Subcontractor acknowledges that the imposition of liquidated damages is not a penalty.

3.8 Attendance at Meetings; Updated Work Schedule

A duly authorized representative of subcontractor shall attend all periodic job meetings held on site at Contractor’s field office or such other location as reasonably may be designated by Contractor, at which time Subcontractor shall present a proposed work schedule subject to Contractor’s approval and be prepared to discuss the details of its work. In addition to Subcontractor’s obligation to provide a proposed work schedule to contractor at periodic job meetings, Subcontractor shall provide contractor with updated work schedules at such other times as Contractor may request from time to time through the course of construction.

3.9 Supervision of Construction

Subcontractor shall supervise the Work using its best skill and attention. Subcontractor shall be solely responsible for all construction means, methods, techniques, sequences, safety precautions and procedures, and for coordinating all portions of the Work and the requirements of the Subcontract Documents. Subcontractor shall be responsible to Contractor for the acts and omissions of its employees, sub-subcontractors, suppliers and their agents and employees, and other persons performing any of the Work through or to Subcontractor. The Subcontractor shall be solely responsible for the supervision of the performance of the Work, and the Contractor shall not be responsible for such supervision.

Subcontractor shall at all times enforce strict discipline and good order among its employees and shall not permit any unfit person or anyone unskilled in the task assigned to him or her to complete any portion of the Work. Contractor reserves the right to request certain personnel of the Subcontractor be removed from the Project.

Subcontractor agrees to perform background checks on any Subcontractor employees, representatives, agents, or sub-subcontractors hired who have access to, or may have access to, any jobsite of Contractor for the purpose of performing or in any way connected to the Work, to ensure such employees: (i) have not been convicted of a criminal offense related to theft of any kind and/or any kind of violent crime; (ii) have not been convicted of any felony; (iii) as discovered through any background check or based upon Subcontractors knowledge, have not been terminated from employment by any employer or contractor for theft, misappropriation of property, or any other potentially illegal or unethical acts; and (iv) have the appropriate I-9 documentation. Subcontractor agrees not to use any employee or potential employee failing to meet the above criteria to provide services to any Work Order or Subcontract under this Agreement. Furthermore, Subcontractor will make the background check results available immediately upon request by Contractor. Subcontractor agrees to immediately remove any Subcontractor employees, representatives, agents, or sub-subcontractors that have been found to not have completed a background check. Any breach of this Section 9.3 shall give Contractor the right to terminate this Agreement immediately.

Subcontractor shall take reasonable safety precautions with respect to performance of the Work under this Agreement, shall comply with safety measures initiated by the Contractor, Owner and Prime Contract(s), and with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities for the safety of persons and property in accordance with the requirements of the Prime Contract. Subcontractor shall report to the Contractor immediately any injuries to any employees or agents of the Subcontractor which occurred at the Project.

Subcontractor shall be responsible for any fines/violations/remediation for causing or allowing employees to work in an unsafe environment as deemed by OSHA requirements and shall indemnify and defend Contractor from same. Subcontractor shall take precautions as necessary for the safety of its workers and others affected by the Work.

3.10 Work of Others

Subcontractor shall fully cooperate and coordinate with other contractors, subcontractors, and suppliers performing construction work or installation work at the Project site during the performance of Subcontractor’s Work.

Subcontractor is responsible to protect its Work as required to prevent damage and is required to perform its Work in a workmanlike manner so as not to damage other subcontractors’ work and/or existing finishes. Should Subcontractor, its sub-subcontractors, or its suppliers cause damage to the work of any other contractor, subcontractor and/or supplier on the Project, Subcontractor agrees to compensate such other contractor, subcontractor, and/or supplier to the extent of its/their damage. If Subcontractor fails to pay such costs within ten (10) days after receipt of written notice from Contractor, Contractor may deduct the amount thereof from any sums due or to become due Subcontractor hereunder. If another party damages Subcontractor’s Work, the Subcontractor is responsible to provide sufficient and timely information to Contractor in support its claim of damages by others, including identification of the offending party.

If, for proper execution or results, any part of Subcontractor’s Work depends upon the work of a separate subcontractor, contractor, or supplier, Subcontractor shall, not less than seventy-two (72) hours prior to the scheduled commencement of the Work and prior to proceeding with any of Subcontractor’s Work thereafter, inspect and promptly report to Contractor any discrepancies or defects in such other work that renders it unsuitable for Subcontractor’s proper execution and results. Failure of Subcontractor to inspect and report, in accordance with the terms herein, shall constitute acceptance of such conditions as acceptable to receive Subcontractor’s Work.

Subcontractor shall provide at the jobsite, a member of the Subcontractor’s organization that is qualified and trained to identify potential hazardous materials. Subcontractor shall notify Contractor, in writing, immediately upon discovering any material suspected of being hazardous for whose presence (suspected, actual, or otherwise) was not previously made known to the Subcontractor. Hazardous substances, of which an employer is required by law to notify its employees of their use, shall not be used at the jobsite by Subcontractor and/or any entity for whose work the Subcontractor is responsible without prior written approval by the Contractor.

3.11 Cleanup and Removal

Subcontractor shall maintain the areas in which it performs the Work in a clean, tidy, and safe condition and shall comply promptly with instructions from Contractor with respect thereto. Subcontractor shall remove from the areas in which it performs the Work, to the satisfaction of Contractor, all of Subcontractor’s rubbish, debris, materials, tools and equipment at the completion of each workday. If Subcontractor fails to do so promptly, Contractor may, after twenty-four (24) hours’ notice to Subcontractor, remove the same to any place of storage or dumping ground, at Subcontractor’s risk and expense and without responsibility for loss, damage, or theft. All storage or removal costs incurred by Contractor shall be deductible from any payments due Subcontractor hereunder or assessed as a back charge owed to the Contractor.

3.12 Permits, Bonds, and Taxes

At its expense, Subcontractor shall apply for and obtain all necessary permits and inspections as required by law for the performance of the Work. Subcontractor is responsible for paying all required taxes, bonds, and licenses relating to the Work.

3.13 Warranty and Corrective Work

Subcontractor warrants to Contractor and Owner that the Work shall be free from defects in materials and workmanship and shall be in accordance with the Subcontract Documents. Any Work that does not satisfy this warranty shall be deemed to be defective (“Defective Work”).

Neither final payment nor any progress payments shall relieve Subcontractor of responsibility for Defective Work.

For a period of one (1) year after final completion of the Project, or the period for corrective work required by the Prime Contract, whichever is longer, Subcontractor shall correct, at Subcontractor’s cost, any and all Defective Work upon receipt of email correspondence or other written notice from Contractor. Subcontractor agrees to commence corrective work within five (5) business days after such written notice from Contractor, unless such notice requires a shorter response time due to the nature of the Defective Work. Subcontractor shall perform and complete any such corrective work on or before the Completion Date set forth in the notice from Contractor, which shall be reasonably calculated. If Subcontractor fails to perform and complete the required corrective action by the completion date, Contractor may cause the corrective work to be performed by others, and Subcontractor shall be responsible to pay Contractor for all costs incurred for such work, inclusive of all professional fees and costs. Contractor shall be entitled to deduct such costs from any payments due or to become due to Subcontractor, which remedy shall be in addition to and not a limitation of all rights and remedies of Contractor under this Agreement or under law or in equity.

3.14 Risk of Loss, Insurance, and Indemnification

Subcontractor assumes the entire risk of any and all personal injuries and/or property damage arising out of or in any way connected with its Work. Subcontractor shall be responsible for any loss, damage, or theft of its materials, Work performed, and equipment pending completion of the Work. In the event such loss, damage, or theft should occur, Subcontractor shall not be relieved of its contractual responsibility to perform all Work on or before the Completion Date and in accordance with Contractor’s Project Schedule.

Subcontractor shall, at its own expense, maintain at least the minimum insurance coverages as are listed in Section 2 of this document, or such greater coverages or limits as required by the Prime Contract which shall be designated in applicable Work Order.

To the fullest extent permitted by law, Subcontractor shall indemnify, hold harmless and defend Contractor and the Owner, their respective officers, members, directors, employees, sureties, agents and representatives (each an Indemnitee) from and against any and all costs, damages, expenses, claims and suits of whatever kind or nature (including attorneys’ fees and court costs) arising out of or in any way connected with the Work, or the presence of the Subcontractor and/or its subcontractors, suppliers or their employees at the Project site, or the acts or omissions of the Subcontractor and/or its subcontractors, suppliers or their employees, excluding with respect to each Indemnitee only those costs, damages, expenses, claims and suits caused by the sole negligence or intentional acts of such Indemnitee, Subcontractor shall be liable to Contractor for all costs Contractor incurs as a result of any failure of Subcontractor, or any of its suppliers or subcontractors of any tier, to perform. Subcontractor’s assumption of liability is independent from, and not limited in any manner by, the Subcontractor’s insurance coverage obtained pursuant to Subsection 14.2 or otherwise. The responsibilities of Subcontractor under the provisions of this Section 14 shall survive termination of a Subcontract.

The indemnification obligations under this Section 14 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Subcontractor, its sub-subcontractors, or anyone directly or indirectly employed by them, under workers’ compensation acts, disability benefit acts or other employee benefit acts.

Subcontractor and its respective insurance carriers waive all rights of recovery against the Indemnified Parties for loss or damage covered by any of the insurance required to be maintained by Subcontractor pursuant to the Subcontract, and hereby waive all rights of subrogation against each Indemnitee for loss or damage covered by any of the policies of insurance required to be maintained by Subcontractor pursuant to this Agreement or any other Subcontract Document. If any of the policies of insurance required of Subcontractor require an endorsement to provide coverage and/or the waiver of subrogation, then Subcontractor shall cause them to be so endorsed, and shall attach a copy to the certificate of insurance.

In the event Subcontractor fails or refuses to honor its indemnification, defense or hold harmless obligations under this Agreement, in addition to all other obligations, Subcontractor shall be liable to an Indemnitee for all costs and expenses, including attorneys’ fees, expert fees and court costs, in enforcing these obligations.

Builder’s Risk Insurance will be provided for the Project by either the Owner or the Contractor and coverage for such will be dictated by the Work Order(s). Deductibles associated with any builder’s risk insurance claim whereby the Subcontractor solely initiated, participates in, and/or benefits (directly or indirectly) from said claim shall be the responsibility of the Subcontractor. Deductibles associated with any builder’s risk insurance claim whereby the Subcontractor is a part of a group of participants and/or beneficiaries (directly or indirectly) from said claim shall be joint responsibility of the group whereas the Subcontractor’s contribution would be proportionately assessed by the Contractor against the Subcontractor.

3.15 Alterations/Change Orders/Claims

No additions, deductions, changes or alterations shall be made to the Work and no claim for changed or extra work or materials or services (in any event, Additional Work) shall be recognized except by a written Change Order signed by an authorized representative of Contractor. No other employee of the Contractor has, or will be, authorized to alter or issue Change Orders on any Subcontract. The amount to be paid by or credited to Contractor as a result of any such additions, deductions, changes or alterations shall be stated in the Change Order. In no event shall Contractor or Owner be subject to a claim of unjust enrichment or quantum meruit, and Subcontractor hereby waives its entitlement to such relief.

Execution of a Change Order shall be final and binding as to all items or claims related to or arising in connection with the Change Order. Any field signatures by a Project Manager or Superintendent shall be merely an acknowledgment of labor and materials, and shall not constitute a Change Order nor any other agreement as to entitlement to additional compensation or time.

All claims by Subcontractor for loss or damage against Contractor, however arising, shall be made to Contractor within five (5) days from the date Subcontractor first sustains any such loss or damage. All claims by Subcontractor for an extension of the Project Schedule or the Completion Date, however arising, shall be made to Contractor in accordance with the provisions of Section 7.3 hereof. If Subcontractor fails to make such claim within that time by a written statement setting forth all items of loss, damage, and/or delay, as applicable, the amount and details thereof, or if Subcontractor fails to render each day thereafter a written itemized statement of the details and amounts of any continuing claim for each loss, damage, or delay duly verified by Subcontractor, its rights to damages and reimbursement therefore and any rights to any extension of the Completion Date shall be deemed to have been waived and forfeited and Subcontractor shall not be entitled to any payment or any extension of the Completion Date, on account of any such claimed loss, damage or delay, notwithstanding anything to the contrary herein. Subcontractor shall only be entitled to payment for any such claims upon Contractor’s actual receipt of payment of such amount from the Owner for Subcontractor’s claim(s), and Subcontractor shall only be entitled to an extension of the Project Schedule or Completion Date for such claims upon Contractor’s actual receipt of a commensurate time extension from the Owner.

3.16 Subcontractor’s Default

If Subcontractor: (i) fails to perform the Work or any part thereof with promptness and diligence or otherwise fails to perform in accordance with the Subcontract Documents; (ii) delays the progress of the Project; (iii) fails to sufficiently supply properly skilled workmen or materials of proper quality; (iv) fails to pay its sub-subcontractors, suppliers, or laborers the amounts properly due said persons or entities; (v) fails to pay workers’ compensation or other employee benefits; (vi) fails to comply with the safety provisions of the Subcontract Documents, its own safety plan, or any safety plan of Contractor, or with any safety order, regulation or requirement of any governing authority having jurisdiction over this Project; (vii) shall file a voluntary petition in bankruptcy or be adjudicated insolvent, obtain an order for relief under Section 301 of the Bankruptcy Code, file any petition or fail to contest any petition Contractor may require that Subcontractor utilize, at Subcontractor’s own expense, additional labor, overtime labor (including Saturday and Sunday work) additional shifts, and other acceleration of Work, as necessary to overcome the consequences of any delay attributable to Subcontractor’s default; and/or

1. After seventy-two (72) hours’ written notice or oral notice that is seasonably confirmed in writing, to Subcontractor, or shorter notice if the Contractor determines a shorter notice period to be warranted under the circumstances, Contractor may remedy Subcontractor’s default by whatever means Contractor may deem necessary or appropriate, including, without limitation, providing such labor and materials and services as may be necessary to correct Defective Work or to properly complete the Work or a portion of the Work, whereupon Contractor may deduct the cost and expense thereof, plus a ten percent (10%) mark-up for overhead and profit, from any money then due or thereafter to become due Subcontractor under the applicable Subcontract; and/or
2. After giving Subcontractor forty-eight (48) hours’ written (or oral, confirmed in writing) notice or shorter notice if the Contractor determines a shorter notice period to be warranted under the circumstances (including, by way of example and not limitation, direction of the Owner to terminate the Subcontractor or bar access of the Subcontractor to the Project site), terminate the applicable Subcontract, without thereby waiving or releasing any rights or remedies against Subcontractor or its sureties:
   • Contractor may bar Subcontractor from the job site and to take possession for the purpose of completing the Work included under the Subcontract Documents, all materials, tools, scaffolding, apparatus, machinery and equipment thereon, and to employ or contract with any other person or persons to finish the Work.
   • Subcontractor shall not be entitled to receive any further payment under a Subcontract until the Work shall be wholly finished, at which time if the unpaid balance of the Subcontract Amount shall exceed the expense incurred by Contractor in finishing the Work, then Subcontractor shall be paid in accordance with this Agreement for all unpaid Work properly performed by Subcontractor as of the date of termination of the Subcontract, after deducting any loss, damage or expense, by reason of Subcontractor’s failure to adequately perform, including damages for delays, and expense for attorneys’ fees, shall be paid to Subcontractor by Contractor. In case the costs, expenses, losses and damage of such work exceeds the unpaid balance of the Subcontract Amount, Subcontractor shall immediately pay the amount of such excess to Contractor, and Contractor shall have the right to deduct such excess amount from any amount payable by Contractor to Subcontractor.
   • In the event that Contractor is later determined to have improperly terminated a Subcontract under this Section 16.1(c), such termination shall be deemed to have been a termination for convenience.
3. If, as a matter of law, the Contractor does not have the right, due to a bankruptcy proceeding involving the Subcontractor, to exercise the remedies provided for in this Agreement, then if Subcontractor, as debtor or its trustee, wishes to assume the applicable Subcontract, in addition to curing or adequately assuring the cure of all the Subcontractor’s defaults existing under this Agreement on the date of filing of the proceedings and thereafter, Subcontractor, as debtor, or its trustee, must also furnish adequate assurances of future performance under the Subcontract Documents.
4. Contractor shall be entitled to recover from Subcontractor all costs incurred by Contractor due to Subcontractor’s default under this Section 16, plus all professional fees and costs, and further recover from Subcontractor all losses, damages, penalties and fines, whether actual or liquidated, direct or consequential, and all reasonable attorneys’ fees suffered or incurred by Contractor as a result of said default(s).
5. If the Prime Contract is terminated due to the default of Subcontractor under any Subcontract, the Subcontract shall be terminated and Contractor shall be entitled recover from Subcontractor all costs incurred by Contractor due to Subcontractor’s default, including all losses, damages, penalties and fines, whether actual or liquidated, direct or consequential, and all reasonable attorneys’ fees suffered or incurred by Contractor as a result of said default(s) and/or incurred by Contractor as a result of the termination of the Prime Contractor, plus all professional fees and costs, in addition to the other remedies of Contractor for the default of Subcontractor.

3.17 Contractor’s Right to Terminate Contract

Anything to the contrary herein notwithstanding, Contractor, in its sole discretion, may terminate any Subcontract created in conjunction with this Agreement, at anytime, without cause and for the convenience of Contractor, by giving at least forty-eight (48) hours’ prior written notice of such termination to Subcontractor. Upon any termination of a Subcontract, and subject to all of the terms and provisions herein contained, Subcontractor shall be paid in accordance with this Agreement for all unpaid Work properly performed by Subcontractor as of the date of termination of the Subcontract. No profits shall be allowed on the uncompleted portion of the Work. Contractor shall only be liable for labor and materials and services properly furnished up to the date of termination and materials ordered for the Project, but only to the extent Subcontractor is liable for the cost thereof and has no ability to cancel or return uninstalled material.

In the event of the termination of the Prime Contract, the associated Subcontract shall also be terminated. In such event, the Subcontractor shall be entitled to receive the amount received by the Contractor from the Owner for Work properly performed by Subcontractor as of the date of termination.

If the Prime Contract provides that the Owner has the right to approve or disapprove the employment of Subcontractor, and if the Owner does not approve Subcontractor, the Subcontract shall become null and void, and no amount shall be payable to Subcontractor.

3.18 Miscellaneous

• Waiver and Remedies. The waiver by Contractor of any default or of any breach of the terms of this Agreement or any other Subcontract Document shall not be deemed a waiver of any subsequent breach.
• Assignment. Subcontractor shall not assign all or any part of this Agreement, nor any Subcontract or part thereof, nor any payments due or to become due thereunder, without first obtaining Contractor’s written consent. If Owner requests assignment of a Subcontract, Subcontractor consents to such assignment.
• Entire Agreement; Amendments; Governing Law. Contractor and Subcontractor acknowledge that this Agreement constitutes the entire agreement between them concerning the subject matter hereof. Neither this Agreement nor any Work Order issued hereafter shall be modified or amended unless the modification or amendment is made in writing and executed by duly authorized representatives of the Subcontractor and either (i) Contractor’s authorized representative whom executed this Agreement; or (ii) an Officer of Contractor. This Agreement and all Subcontracts arising herefrom shall be governed by and construed in accordance with the laws of the State of Missouri without application of its choice of law provisions.
• Fees of Collection. If Contractor shall incur any cost, including attorney’ fees and court costs, in preparing or prosecuting any claim against the Owner for payment of, or in securing payment of, the Subcontract Amount for Work done by Subcontractor, Contractor shall be entitled to deduct Subcontractor’s pro rata share of such costs and expenses from the amount received from Owner for any payment due to Subcontractor.
• Dispute Resolution. At Contractor’s sole discretion, any dispute between Contractor and Subcontractor in any way relating to the Work, this Agreement, or any Subcontract created during the Term, may be submitted to litigation. Subcontractor shall advise Contractor of its claim in accordance with the terms of this Agreement. The parties agree that prior to any filing of litigation, the principals of the parties shall meet within five (5) business days of written request in an effort to reach an amicable resolution. The parties further agree that upon request of the Contractor, Subcontractor shall participate in mediation prior to the filing of any litigation. The parties shall mutually select a mediator, or if unable to do so, a demand for Mediation shall be filed with the American Arbitration Association. The parties shall equally share the cost of the mediator and any related administrative fees. In the event of any litigation, arising out of or related to this Agreement or any other agreement entered into between Contractor and Subcontractor relating to the Project, such action shall be brought in in Hillsborough County, Florida and all litigation to enforce this Agreement shall be filed in Hillsborough County, Florida, which shall have exclusive jurisdiction and venue.
• Surety Bonds. Contractor may direct Subcontractor to furnish payment and/or performance bonds covering the Work in such form and amounts as the Contractor requires and with sureties that are reasonably acceptable to the Contractor. If bonds are required in connection with Subcontractor’s initial performance of the Work, all surety bond premiums shall be the obligation of the Subcontractor. If bonds are required by Contractor subsequent to execution of the Work Order and the Subcontractor’s commencement of its Work therewith, the actual costs of such premiums shall be reimbursed to Subcontractor by Contractor. Subcontractor’s surety shall be listed on the most current Treasury Circular 570.
• Records. For a period of three (3) years following final payment on any Subcontract, Subcontractor shall keep detailed and organized records of all labor, material, equipment, expenses and insurance related to the Subcontract.
• Improper Payments. Subcontractor shall not pay any improper commission or fees or grant any rebates or other remuneration or gratuity to Contractor, its subsidiaries, members, partners, joint venturers and its affiliated entities, and their respective partners, members, employees, officers, managers, directors, and agents in connection with this Agreement or any Subcontract arising herefrom.
• Audit. At any time within two (2) years from the final payment to Subcontractor on any Subcontract created during the Term, and upon reasonable advance notice to Subcontractor, Contractor and its internal or external auditors shall have the right (during normal business hours) to audit Subcontractor’s books and records relating to all invoices issued and all expenses incurred with respect to any Subcontract arising herefrom.
• Non-Solicitation. For a period of 24 months following expiration of the Term, Subcontractor shall not directly or indirectly contract with, nor shall it in any capacity whatsoever, solicit or perform services for any Owner with whom Contractor has been party to a Prime Contract during the Term, unless authorized in advance by Contractor in writing or unless Subcontractor has documented a substantial pre-existing working relationship with Owner prior to this Agreement.
• Confidentiality. All information regarding this Agreement, any Work Order, Contractor, and any Project or Owner, including but not limited to business plans, financing, schedules, and any other proprietary information is confidential information (collectively, Confidential Information). Subcontractor shall not disclose, and shall require its sub-subcontractors, suppliers, laborers, and agents to not disclose, any Confidential Information, except to the extent required for the proper performance of the Work as may be required by applicable law.
• Authorized Representatives. The authorized representative for Contractor and Subcontractor, respectively, shall be identified in the Work Order. The authorized representatives are duly authorized to bind their respective companies in all matters relating to the Subcontract. Subcontractor’s authorized representative shall not be altered without first providing Contractor with ten (10) days written notice in advance.

3.19 Exhibits & Addendums

THE FOLLOWING EXHIBITS & ADDENDUMS ARE INCLUDED AS PART OF THE CONTRACT AND MUST BE ADHERED TO. THESE MAY ALSO BE AVAILABLE FOR REVIEW AT THE ONLINE REFERENCE, AND INCORPORATED HEREIN BY REFERENCE AS THOUGH SET FORTH AT LENGTH:

Exhibits:

• Exhibit A – Subcontractor Business Information
• Exhibit B – OSHA Safety Acknowledgement
• Exhibit C – Vendor Payment Options
• Exhibit D – ACH Payment Form
• Exhibit E – Revenue Sharing Agreement

Addendums:

• Addendum A – Subcontractor Work Schedule, Mobilization, and Performance Requirements

Intending to be legally bound hereby, the parties enter into this Agreement effective the date first written above.

Metrocore Construction, LLC
Email: info@metrocore-construction.com
Title: Administration
Company: Metrocore Construction, LLC
Metrocore Construction authorized representative: Derek King

Contractor (Metrocore) — Electronic Signature

Signed

Full Legal Name

Date

Subcontractor

PPE SAFETY REQUIREMENTS ACKNOWLEDGEMENT AND AGREEMENT FORM FOR SUBCONTRACTORS

I understand and agree on behalf of to abide by all applicable state and federal laws, including, without limitation the federal and state OSHA as amended, rules, regulations, and order of any public authority for the safety of persons or property, including OSHA fall protection standard 1926.502 and to follow any additional safety requirements in accordance with my own safety program.

I also certify that myself or anyone working on my behalf on site, will follow all required PPE safety requirements, as needed:

• Safety-toed shoes or boots protect against falling, crushing or rolling hazards. Safety-toed footwear must meet the minimum compression and impact performance standards in ANSI Z41-1999 or provide equivalent protection.
• Type I hard hats are intended to reduce the force of impact resulting from a blow only to the top of the head. This form of impact, for example, may result from a hammer or nail gun falling from above.
• Fall arrest system must be rigged so a worker can neither free fall more than 6 feet (4 in CA), nor contact any lower level. Deceleration devices used must not exceed 3.5 feet.
• Safety glasses have safety frames constructed of metal or plastic and impact-resistant lenses. Side protection is required. Must comply with ANSI standard Z87.1.
• Safety vests also called as high visibility shirts. Purpose of safety vest is to keep the person always clear in view, even in the dark and he should be visible to everyone. Safety vests are of different bright colors like red, green, yellow so it’s easy for workers to see and locate each other.
• Leather, Canvas or Metal Mesh Gloves: These types of gloves protect against cuts, burns and punctures.

Failure to implement these requirements shall be deemed to be a violation of the subcontract.

Contractor offers all its’ subcontractors, vendors and suppliers two (2) payment methods. Please check a box for your selection below.

You must submit an invoice to: info@metrocore-construction.com within 5 days of completing your scope of work.

Contractor shall pay Subcontractor within thirty (30) days following Contractor’s receipt of all of the following:

• Payment from the Owner
• Subcontractor’s invoice
• Properly completed and executed Waiver and Release of Liens and Claims (“Waivers”)

** In order to perform an ACH payment, Metrocore will need you to complete an “ACH payment” form.

Please print and complete ALL the information below.

Metrocore is hereby authorized to directly deposit my payment to the account listed above. This authorization will remain in effect until I modify or cancel it in writing.

By selecting ACH deposit as your payment method, you agree to the terms and conditions and authorize Metrocore to apply the discount fee amount, towards monies owed to you on any invoice submitted to us.

1. Standard Working Hours. Subcontractor shall perform all Work during Metrocore’s standard project operating hours, which are defined as between 7:00 AM and 5:00 PM, Monday through Friday, unless otherwise approved in writing by Metrocore. Subcontractor shall provide sufficient manpower, supervision, and resources to perform full working days during active scope execution.
2. Mobilization and Duration Commitment. Subcontractor acknowledges and agrees that all Work shall be performed in accordance with the Project Schedule provided by Metrocore. When Subcontractor commits to a mobilization date and specified duration, Subcontractor shall allocate sufficient manpower and resources necessary to complete its scope of Work continuously and within the scheduled duration. Subcontractor shall not partially mobilize, intermittently perform Work, or extend the duration of Work beyond the scheduled timeframe due to allocation of manpower or resources to other projects, unless expressly approved in writing by Metrocore.
3. Continuous Performance Requirement. Subcontractor shall prosecute its Work in a continuous, diligent, and uninterrupted manner until completion of its scope. Subcontractor shall not reduce manpower, shorten working hours, or otherwise delay progress in a manner that adversely affects the Project Schedule or critical path sequencing. Subcontractor acknowledges that its Work may be part of the Project’s critical path, and delays in completion may directly impact other trades, inspections, client occupancy dates, and overall project completion.
4. Manpower and Resource Obligations. Subcontractor shall maintain sufficient qualified personnel, equipment, and supervision necessary to meet all schedule commitments. If Subcontractor is unable to provide sufficient manpower or resources to meet the agreed-upon schedule, Subcontractor shall notify Metrocore in writing immediately upon becoming aware of such limitation. Failure to properly staff or execute the Work in accordance with the Project Schedule shall constitute a material breach of this Agreement.
5. Schedule Compliance and Coordination. Subcontractor shall coordinate its Work with Metrocore and other trades to ensure efficient project progression. Subcontractor shall comply with all scheduling updates, sequencing requirements, and coordination directives issued by Metrocore. Metrocore reserves the right to adjust the Project Schedule as necessary. Subcontractor shall reasonably accommodate such adjustments and provide manpower and resources necessary to maintain schedule continuity.
6. Completion and Demobilization. Subcontractor shall complete its scope of Work within the agreed duration and promptly demobilize upon completion so as not to interfere with subsequent trades or project progression. Subcontractor shall not leave Work incomplete or delay final completion due to manpower reassignment, scheduling conflicts with other projects, or internal operational decisions.
7. Failure to Perform. If Subcontractor fails to perform Work in accordance with the Project Schedule, fails to maintain sufficient manpower, or otherwise delays project progress, Metrocore reserves the right, upon written notice, to:
   • Require Subcontractor to increase manpower immediately to recover schedule
   • Supplement Subcontractor’s workforce with others, at Subcontractor’s expense
   • Withhold payment until schedule compliance is achieved
   • Remove Subcontractor from the Project and complete the Work by others, with all associated costs charged to Subcontractor
   • Terminate this Agreement for cause
8. Business Relationship and Professional Standards. Subcontractor acknowledges that all Work performed under this Agreement is part of Metrocore’s professional construction operations and shall be executed in accordance with industry standards, contractual requirements, and Project Schedule obligations. All Work shall be performed as a professional commercial engagement. Informal arrangements, reduced manpower commitments, or extended durations inconsistent with the Project Schedule shall not be permitted unless approved in writing by Metrocore.

Contractor (Metrocore) — Electronic Signature

Signed

Full Legal Name

Date