Vous êtes sur la page 1sur 13

ASHLEY INVESTMENT GROUP, LLC

MASTER SUBCONTRACTOR AGREEMENT


Effective Date: 6/20/2017

Company: ASHLEY INVESTMENT GROUP, LLC Subcontractor:


a Florida limited liability company Entity Name:

Address: 5011 Bunyan St Address:


Sarasota, FL 34232
Subcontractor EIN:
License No.:

THIS MASTER SUBCONTRACTOR AGREEMENT (“Master Agreement”) is made and entered into
on the Effective Date by and between Company and Subcontractor, as defined above. Unless otherwise indicated,
capitalized words and phrases shall have the meanings set forth in the definition blocks above, which are hereby
incorporated herein by reference.
RECITALS
A. Company is engaged in the business of performing preservation and renovation work on residential and
commercial properties (the “Business”);
B. Subcontractor is in the business of performing services similar or incidental to the Business, including the
Services listed in Section 2, below;
C. Company desires to engage Subcontractor as an independent contractor to perform the Services pursuant to
the terms of this Agreement, and Subcontractor desires to accept such arrangement, upon the terms and
conditions herein; and
D. Company and Subcontractor desire and intend that this Master Agreement shall generally govern the
relationship of the parties and shall apply to separate Work Orders, as defined in Section 2, below, entered
into by the parties with respect to specific properties or projects (each a “Project”, and collectively, the
“Projects”).

NOW, THEREFORE, in consideration of the premises and the terms and conditions set forth herein, and for other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1. Engagement of Subcontractor; Term. Company hereby engages Subcontractor, and Subcontractor


agrees to such engagement, to perform the Services, as defined in Section 2, below, as an independent contractor, subject
to and upon the terms and conditions herein provided. The term of this Agreement shall begin as of the Effective Date
and shall continue until terminated at the completion of the Services or by either party as otherwise provided herein.

2. Services. Subcontractor shall perform and furnish all labor, services, materials, equipment, tools,
storage, transportation and all other things necessary to prosecute and complete the maintenance, renovation,
preservation, and upgrade services (the “Services”) identified and described in separate work orders issued by the
Company substantially in the form of Exhibit A, attached hereto and incorporated herein by reference (each a “Work
Order”, and collectively the “Work Orders”) for individual projects (each a “Project” and collectively, the “Projects”) on
various properties. As used herein, the phrase “Work Order” shall include (i) any associated Change Order or Punch List,
each as defined in Section 6, below; (ii) any and all tasks and duties associated with the Work Orders; (iii) and any
other tasks or duties as may be agreed to by both parties in writing. Subcontractor shall not perform any other services
which are not expressly set forth in this Agreement, in a Work Order, or in another written agreement signed by both
parties. Subcontractor shall only perform the Services pursuant to this Agreement on the properties as specifically
identified in the Work Orders and not on any other properties or locations.

1
3. Performance of Services.

(a) Subcontractor shall perform the Services in a good and workmanlike manner consistent with good
industry practices and strictly in accordance with this Agreement and any applicable Work Order.

(b) TIME IS OF THE ESSENCE. Subcontractor agrees to devote as much time, attention, and energy as
necessary to complete the Services set forth in each Work Order, in accordance with the schedules and deadlines set forth
therein. Subcontractor shall not be required to follow or establish a regular or daily work schedule, but it is expected that
each Work Order shall be completed in a timely manner.

(c) Subcontractor shall supply all necessary equipment, materials and supplies for the performance of the
Services. Subcontractor shall provide a competent foreman or superintendent, with full authority to act for Subcontractor,
on each Project at all times during progress on the Work Order. Subcontractor will not rely on the equipment or offices of
Company for completion of the Services set forth in each Work Order. Subcontractor is solely responsible for payment
of incidental expenses or traveling expenses (including but not limited to gas and lodging) incurred in connection with
Subcontractor’s performance of the Services pursuant to this Agreement and the Work Orders, unless otherwise agreed
to in writing from authorized personnel of the Company.

(d) Company retains the right to inspect, stop, or alter the work of Subcontractor to assure its conformity with
each Work Order; provided, however, any advice given to Subcontractor regarding the Services shall not be considered a
retention of the right to control the manner and method in which Subcontractor performs such Services. Subcontractor
agrees to cooperate fully with the Contractor, the Contractor's project superintendent, and all other subcontractors that
the Contractor may employ on the Project.

4. Compensation. The Company shall pay Subcontractor on a project-by-project basis pursuant to the
amounts set forth in the Work Orders (the “Subcontractor Fee”), subject to any adjustments as provided in Section 8,
below, and further subject to any of Company’s other rights or remedies provided herein in the event of a breach of this
Agreement by Subcontractor. Subcontractor shall be entitled to Subcontractor’s Fee only after the Work Order is
completed in accordance with Section 8, below. Subcontractor shall refer to the pay schedule and estimate approvals for
each Work Order, which will allow Subcontractor to compute the total amount of Subcontractor’s Fee for the Services
to be completed pursuant to such Work Order. Any issues regarding labor pay must be addressed before Subcontractor
begins performing Services pursuant to a Work Order, unless a Change Order is necessary at which time the Company
must approve the Change Order, including material costs and labor costs associated therewith. No payment of
Subcontractor Fee, either partial or in full, shall be conclusive evidence of the performance or progress of the Services,
and no payment shall be construed to be acceptance of defective, faulty or improper work or materials. Nothing contained
herein to the Contrary, Subcontractor agrees that payment of the Subcontractor’s Fee shall not be made until such time
as Company has received payment from the Owner for the work on the Project covering the Services performed by
Subcontractor, and, to the fullest extent permitted by law, the payment by Owner to Company shall be a condition
precedent of Company’s obligation to pay Subcontractor.

5. Acceptance of Work Order. Subcontractor represents and warrants that, prior to entering into any
Work Order, it has, and hereby agrees that its acceptance of any Work Order shall constitute acknowledgement that it:

(a) Has carefully examined and fully understands the Work Order, this Agreement, and all other contract
documents, including any specifications and/or drawings (the “Contract Documents”);

(b) Has physically inspected the property associated with the Work Order;

(c) Has fully investigated the type, nature, and difficult of work to be performed by it pursuant to the Work
Order,

(d) Accepts and enters into the Work Order, and agrees to perform the Services pursuant thereto, solely on
the basis of such examination, inspection and investigation, and upon its asserted knowledge and experience performing
the Services described herein and in such Work Order, and not because of, nor in reliance upon, any representation or
opinion rendered by either Company or the Owner, or any of their respective representatives, officers, employees or
agents.

2
6. Change Orders; Punch Lists.

(a) Company may from time to time, by written order (each a “Change Order”) to Subcontractor, make
changes, additions, and/or deletions to the Work Order, without notice to any surety and without invalidating this
Agreement or any Work Order. Subcontractor shall thereupon perform the Services in accordance with the Work Order,
as modified by the Change Order, and this Agreement.

(b) Within a reasonable time after Company submits a Change Order to Subcontractor, Subcontractor shall
submit a written proposal for any price or time adjustment attributable to the Change Order, amply detailed, supported and
conforming to the requirements of the Contract Documents. If the parties are able to agree upon the amount of the price
adjustment and the extent of any time adjustment, such adjustments shall be written in the Change Order which shall be
signed on behalf of Subcontractor.

(c) If the parties are unable to agree upon such adjustments, Company may elect to issue the Change Order
to Subcontractor, and Subcontractor shall, nonetheless, proceed immediately with the Work required by the Change
Order; provided that an adjustment to price or time shall be determined in accordance with the following: the price shall
be adjusted by the net amount of any direct savings and direct costs (plus an allowance for overhead and profit) attributable
to the Change Order, and the time for performance of the Services shall be adjusted to the extent necessary, subject,
however, in each instance, to the following limitations: (1) the price and time adjustments hereunder shall be limited to
the amount and extent of adjustments actually allowed Company under the Primary Contract (less, in the case of price,
any markup or other similar amount allowed by the Owner for Company's account); (2) where the Services affected by
Change Order are the subject of unit prices, the price adjustment shall be limited to the amounts obtained by applying
such unit prices; and (3) the amount allowable for overhead and profit shall be limited to an allowance obtained by
applying the profit percentage to the net amount of Subcontractor's direct savings and direct costs. As used in this
Subcontract, Subcontractor’s direct savings and direct costs shall mean and be limited to the actual amount of the
following: materials, including sales tax and cost of delivery; cost of labor, including social security, old age and
unemployment insurance, and fringe benefits required by agreement or custom; workmen's compensation insurance; bond
premiums; and actual rent of, or reasonable rental value of equipment or machinery owned by Subcontractor.

(d) Prior to completion of the Work Order, Company shall inspect the Services and deliver to Subcontractor
a comprehensive list of items to be completed or corrected before the Work Order shall be deemed completed (each a
“Punch List”).

7. Completion of Work Order. The Work Order shall not be deemed completed until:

(a) Subcontractor has satisfactorily completed all Services required under the Work Order;

(b) Subcontractor has delivered to Company a completion package, which shall include (1) all mandatory
pictures of the Project, including before, during, and after pictures; (2) an executed lien waiver from Subcontractor and
any of its subcontractors, suppliers, or vendors, as applicable, substantially in the form of Exhibit B attached hereto; and
(3) such other relevant documentation as Company may reasonably request;

(c) The Company has inspected the Services and determined that the Services have been completed in
substantial compliance with the Work Order; and

(d) Subcontractor has performed all other obligations and met all other conditions as provided in this
Agreement and/or the Work Order.

8. Adjustments to Compensation.

(a) All or a portion of Subcontractor’s Fee may be adjusted or withheld in Company’s sole and absolute
discretion in an amount to be determined by Company, based on any of the following, without limitation to Company’s
other remedies as provided herein, below:

(i) Subcontractor’s failure to complete a Work Order, which failure is caused by Subcontractor
leaving the job early.

3
(ii) defective work not remedied;

(iii) failure of Subcontractor to make payments properly to its subcontractors, vendors, suppliers or
other third parties for labor, materials, or equipment;

(iv) third party claims filed or reasonable evidence indicating probable filing of such claims, unless
security acceptable to Company is provided by Subcontractor;

(v) damage to the property, Company, the Owner, as defined in Section 15, another subcontractor,
vendor or supplier;

(vi) reasonable evidence that the Work Order will not be or was not completed within the deadline
provided therein, and that the unpaid balance would not be adequate to cover actual or
liquidated damages for the anticipated delay; or

(vii) failure to carry out the Services in accordance with this Agreement, the applicable Work Order,
or any other Contract Document, including without limitation, Subcontractor’s failure to obtain
any required insurance as provided in Section 14, below.

(b) In addition to the foregoing and without limitation to Company’s other remedies as provided herein,
Subcontractor may also be subject to backcharges based on any of grounds for adjustments or holdbacks as provided in
the immediately preceding subsection. Subcontractor agrees and acknowledges that Company may back charge
Subcontractor for Services completed, regardless of Company’s previous payment for such Services.

(c) Notice of intent to adjust or withhold the Subcontractor’s Fee, or to back charge Subcontractor, will be
issued with an email, phone call, and/or a “Follow Up” in the PPW portal. If Company elects, in its sole and absolute
discretion, to offer Subcontractor an opportunity to fix or complete the Work Order or cure such breach, Subcontractor
shall have twenty-four (24) hours (or such other time as Company may choose) to provide Company with a proposed
plan of action and schedule to complete the work or cure such breach.

9. Books and Records. Subcontractor shall maintain, at Subcontractor’s principal place of business, books
and records related to Subcontractor’s performance of the Services or work authorized by Company on all existing or
potential Projects related to this Agreement, including, but not limited to, any and all Work Orders, Change Orders,
purchase orders, expense account records for each Work Order (which accounts shall be maintained separately from any
such expense account records maintained by Company for such Project), job photos, certificates of insurance, and such
other documents or records as Company may reasonable request. Company shall be entitled to inspect and Subcontractor
shall make available for inspection such books and records during regular working hours or at such other time as the
parties may agree. Subcontractor agrees to keep the Company current as to their business and mailing addresses, as well
as telephone, facsimile, email and pager numbers.

10. Licenses and Permits; Legal Compliance. Subcontractor shall, at its own expense, obtain all necessary
licenses and permits pertaining to its Services. Subcontractor agrees and covenants to comply with all Federal, State, and
local laws, statutes, regulations, ordinances, orders, and ethical codes of any governmental authority having jurisdiction
over the Work Order, Subcontractor’s Services, or the performance thereof, including, but not limited to, those related to
safety, wages, discrimination and equal employment opportunity, sexual harassment, and unfair business practices.
Subcontractor is encouraged to treat all Company employees, customers, clients, business partners and other affiliates
with respect and responsibility. Subcontractor shall promptly correct any violations of such statutes, ordinances, rules,
regulations and orders committed by Subcontractor, its agents, servants and employees

11. Liens. Subcontractor acknowledges and agrees that no mechanic’s lien, materialman’s lien or other
liens whatsoever shall be filed on any property and no claim shall be maintained by Subcontractor, or Subcontractor’s
officers, directors, partners, subcontractors, vendors, or suppliers, against the Company, for or on account of work or
labor performed, or to be performed, or materials, machinery, equipment or other property of any kind furnished or to be
furnished in relation to this Agreement. Without limiting the foregoing or Subcontractor’s indemnification obligations as
provided in Section 18, below, Subcontractor shall cause any such lien or claim of lien to be satisfied, removed or
discharged by bond, payment, or otherwise within ten (10) days from the date of filing or receipt.

4
12. Independent Contractor Status.

(a) Independent Contractor. Company and Subcontractor hereby acknowledge and agree that: (1)
Subcontractor shall perform the Services as an independent contractor; (2) neither this Agreement, nor any Work Order
shall create a partnership, joint venture, agency, or an employer-employee relationship between Company and
Subcontractor; (3) Subcontractor shall not be an employee for any purpose including, but not limited to, the application
of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions
of the Internal Revenue Code (the “Code”) and any state taxation and revenue laws, regulations or rules relating to tax
withholding at the source of income, the Workers’ Compensation Insurance Code 401(k), and any third-party liability
claims; (4) Subcontractor shall not be entitled to participate in any plan, arrangement, or distribution by Company
pertaining to or in connection with any stock, bonus, profit sharing, or other similar plan, health benefits, vacation, sick
leave, or other paid-time-off, overtime pay, pension, retirement, or other similar plan or any other benefit which may be
extended to Company’s employees; (5) Subcontractor shall not act as an agent of Company, bind Company in any manner,
or represent or lead any third party to believe that Subcontractor has authority to bind Company, unless specifically
authorized by Company in writing; (6) Subcontractor shall retain sole and absolute discretion in the manner and means
of carrying out its activities and responsibilities under this Agreement, provided that the completed Services comply with
the applicable Work Order; (7) Subcontractor holds itself out to the public to be a separate business entity; (8)
Subcontractor, and its employees, officers, and agents, shall be free to conduct similar tasks or activities for clients other
than Company and may utilize time, energy and skill in such manner as Subcontractor deems advisable, provided that
the Services completed pursuant to this Agreement comply with the terms hereof; and (9) Subcontractor has negotiated
fees based upon the foregoing considerations. In the event any claims are brought or threatened by any party against
Company or Subcontractor relating to the status, acts or omissions of Subcontractor, Subcontractor agrees to cooperate
in all reasonable aspects, including to support the assertions of the independent contractor status made in this Agreement.

(b) Waiver of Deemed Benefits. To the extent Subcontractor is deemed to be entitled to any benefits given
by Company to its employees or which might otherwise be found to accrue to Subcontractor by virtue of its performance
of the Services, including, but not limited to, those listed in Section 12(a)(4), above, Subcontractor hereby waives and
foregoes the right to receive such benefit. This waiver is effective independently of Subcontractor’s employment status as
adjudged for taxation purposes or for any other purpose, and is effective for the entire duration of Agreement.

(c) Tax Matters. It is understood and agreed that because Subcontractor is an independent contractor,
Company is not responsible for and shall make no deductions for any federal or state taxes, or FICA or Medicare from
any Subcontractor’s Fees or other compensation paid to Subcontractor. To the extent required by law, Company shall
provide Subcontractor with an IRS Form 1099 by January 30 of the year following the relevant tax year. Subcontractor
recognizes and understands that Subcontractor will be required to file corporate and/or individual tax returns and to pay
taxes in accordance with its status as an independent contractor under all applicable provisions of the Code and any state
taxation and revenue laws, regulations or rules. Subcontractor hereby promises and agrees to indemnify Company for
any damages or expenses, including attorney's fees, and legal expenses, incurred by Company as a result of
Subcontractor’s failure to make such required payments.

13. Persons Hired by Subcontractor. All persons hired by Subcontractor to assist in performing the
Services shall be the employees of Subcontractor, unless specifically indicated otherwise in an agreement signed by all
parties. Company is in no way responsible for agreements made between Subcontractors and Subcontractor’s employees,
subcontractors, or vendors in regards to compensation or pay schedule. Any and all disputes between Subcontractor and
Subcontractor’s employees or subcontractors must be addressed and handled between Subcontractor and such employee,
subcontractor, or vendor.

14. Insurance.

(a) Before commencing any Services on any Work Order and until completion and final acceptance thereof
by the Owner, as defined in Section 15, Subcontractor shall obtain and maintain, at its expense, at least, the minimum
insurance coverages specified in Exhibit C attached hereto and incorporated herein by reference; provided that Company
hereby reserved the right to amend, modify, or supplement the policies or coverages from time to time, in Company’s
sole and absolute discretion, and/or to require any additional policy or coverage on a specific Project basis.

5
(b) Subcontractor shall obtain such policies from a company or companies admitted to do business in the
State where the property for the Work Order is located, and in form and substance, acceptable to Company. Each policy
shall have an endorsement indication that the policy will not be cancelled or changed except upon at least thirty (30) days
written notice thereof to Company. As a condition of payment of the Subcontractor’s Fee, certificates of insurance, in a
form acceptable to Company, for each Project shall be filed with Company or made available for Company’s inspection
prior to the commencement of Subcontractor’s performance of the Services on such Project. A copy of the additional
insured endorsement will be attached to the certificate indicating the endorsement has been added to Subcontractor's
general liability policy. To the extent that Subcontractor maintains insurance coverage for loss or damage covered under
the policies listed in Exhibit C, Subcontractor hereby waives all rights against and subrogation of claims against
Company, the Owner, and their employees and agents, the owner of the property, and other subcontractors on the property.
If Subcontractor fails to obtain or maintain any insurance coverage required under this Agreement, Company may
purchase such coverage and charge the expense to Subcontractor, or terminate any applicable Work Order and/or this
Agreement.

15. Prime Contract. Subcontractor acknowledges and agrees that the Services it will perform pursuant to
each Work Order will be a portion of the work that Company is required to perform pursuant to the terms and conditions
of the contract documents (the “Prime Contract”) between Company and the owner of the property for each Project (the
“Owner”). With respect to the Services, Subcontractor agrees to be bound to Company on the same terms and conditions
that the Company is bound to the Owner pursuant to the Prime Contract, and hereby assumes toward Company all of the
duties, obligations and responsibilities that Contractor, pursuant to the Prime Contract, has assumed toward the Owner.
The Prime Contract shall be available for Subcontractor's review at Company’s office during normal working hours, upon
reasonable request from Subcontractor. Subcontractor acknowledges and agrees that it shall communicate only with
Company regarding the Project and its performance of Services pursuant to the Work Order. Subcontractor shall not
contact the Owner, have meeting with such Owner, or interfere in any way with the Prime Contract or the relationship
between Company and the Owner.

16. Non-Disclosure of Confidential Information.

(a) Non-Disclosure. Subcontractor covenants and agrees to the full extent allowable by all applicable laws
that: (i) Subcontractor will not at any time now or in the future, directly or indirectly use, communicate, publish, divulge,
disclose, or disseminate to any third party any of the Confidential Information, defined in the immediately following
subsection, except as (A) required by applicable law or court order, (B) required for the proper performance of
Subcontractor’s obligations under the Agreement, or (C) with the express written consent of an authorized representative
of Company; (iii) Subcontractor will notify the Company as soon as reasonably possible of any request Subcontractor
receives from a third party or any subpoena requesting disclosure of the Confidential Information; and (iv) the obligations
contained herein shall continue to apply and remain in effect for so long as such Confidential Information shall remain
confidential and protected information of Company under any applicable law.

(b) Confidential Information Defined. As used in this Agreement, the term “Confidential Information” shall
include all confidential and proprietary information about Company, its operations, clientele, including, but not limited
to, information pertaining to Company’s devices, methods, designs, drawings, inventions and ideas, manufacturing or
distribution methods and processes, financial statements, financial projections and budgets, sales figures, customer lists
and customer information, current and anticipated customer requirements, price lists, supplier lists, market studies,
marketing ideas, business plans, however documented, or any other information of any kind which would be deemed
confidential, a trade secret, or other form of proprietary information of Company; provided, however, “Confidential
Information” shall not include any information: (i) that is or becomes publicly known, or is or becomes known in
Company’s specific industry, through no wrongful act of Subcontractor; (iii) that has been approved for release by
Company through a written authorization signed by an authorized officer of Company; or (iv) that Company is requested,
required or subpoenaed by any court or government agency, to reveal such information and such information is not
protected by a protective order issued by such court. Subcontractor acknowledges that such Confidential Information is a
valuable proprietary asset of Company which derives independent economic value, actual or potential, from not being
generally known to or readily ascertainable through appropriate means by other persons who might obtain economic
value from its disclosure or use.

6
17. Restrictive Covenants.

(a) Non-Solicitation & Non-Recruit. During the term of this Agreement and for a period of one (1) year after
the expiration or termination of this Agreement, Subcontractor shall not directly or indirectly:

(i) Solicit the business of any person or entity that is a customer of Company with respect to the
Business, which customer Subcontractor directly dealt with or become acquainted as a result
of the performance of the Services hereunder, either for Subcontractor’s own benefit, or for the
benefit of any other person, firm, corporation or organization;

(ii) (1) Interfere with the business of Company (or any affiliate thereof) in any material manner;
(2) interfere with any contractual relationship between Company and Company’s employees,
subcontractors, vendors, suppliers, or agents; (3) interfere with any contractual relationship
between Company and the Owner or Company and any of Company’s customers; (4) do or
perform any other act injurious or prejudicial to the goodwill associated with Company or any
of Company’s intellectual property or proprietary marks.

(iii) Cause, induce or attempt to cause or induce any customer, subcontractor, supplier, employee,
consultant or other business relation of Company: (1) to cease doing business with Company,
(2) to deal with any competitor of Company; or (3) in any way interfere with its relationship
with Company; or

(iv) Solicit, recruit, hire, retain, or contract with, or attempt to solicit, recruit, hire, retain or contract
with any employee, subcontractor, or agent of Company for the purpose of any outside
business, or in any way interfere with the relationship between Company and any of its
employees, subcontractors, vendors, suppliers, or agents.

(b) Non-Disparagement. Subcontractor (including its owners, directors, members, managers, employees,
representatives, and agents) will not at any time now or in the future disparage or speak negatively about Company, or
any of Company’s affiliates, subsidiaries, members, managers, officer, employees or agents, the Business, the Owner,
any of the Projects or any of the properties related thereto.

(c) Reasonableness of Covenants; Scope. Subcontractor hereby agrees that the provisions and covenants set
forth in this Section 17 are reasonable and necessary to protect the legitimate business interests of Company, and that
such covenants do not cause undue hardship to Subcontractor. Subcontractor and Company agree that if it shall be
determined by any court, tribunal, or other forum of competent jurisdiction that the scope or duration of any of such
covenants is overly broad, invalid or unenforceable, then the parties hereto (i) agree that the maximum scope and duration
that is reasonable under such circumstances and permitted by law shall be substituted for the stated scope and duration;
and (ii) hereby authorize such court or tribunal to modify, reform or reduce the stated scope and duration to cover the
maximum scope and duration reasonable under the circumstances and permitted by law. Subcontractor shall take all steps
to ensure that that its shareholders, directors, members, managers, officers, employees, agents, consultants, and
representatives are bound by the provisions of this Section 17.

(d) Independent; Tolling. The parties agree that the provisions of this Section 17 shall be construed as
agreements which are independent of the other terms and provisions of this Agreement, and the existence of any claim
or cause of action of Subcontractor against Company of whatever nature, arising from the other provisions of this
Agreement, shall not constitute a defense to Company’s enforcement of the provisions in this Section 17. Subcontractor
understands that any breach of this Section 17 shall constitute a material breach. In the event Subcontractor is in breach
of any of the covenants herein, the respective time period for such covenant shall automatically toll, beginning from the
date of the first breach until the resolution of the breach through private settlement or legal or other action, including all
appeals.

18. Indemnification; Duty to Defend.

(a) To the fullest extent permitted by law, Subcontractor shall defend, indemnify and save Company and
the Owner, and their employees, consultants, and agents, from and against any claim, cost, expense (including attorneys'

7
fees), or liability attributable to bodily injury, disease, or death, or to damage to, or destruction of, property (including a
loss of use thereof), caused by, arising out of, resulting from or occurring in connection with (i) the performance of
Services by Subcontractor, its subcontractors, or their agents, servants, or employees, whether or not caused in part by the
active or passive negligence or other fault of a party indemnified hereunder;

(b) any failure of Subcontractor to perform any of Subcontractor’s obligations under this Agreement or any
breach or default of this Agreement which is caused or occasioned by the acts of Subcontractor, or Subcontractor’s
employees, subcontractors, or vendors; (iii) without limiting the foregoing, any failure of Subcontractor to fulfill its
obligations with respect to licensing, permitting, legal compliance, or claims of liens on the subject property; or (iv) any
breach or default by Subcontractor of Subcontractor’s obligations under any agreement with Subcontractor’s employees,
subcontractors, or vendors. Subcontractor's obligation hereunder shall not be limited by any limitation on the amount or
type of damages, compensation, or benefits payable by or for the Subcontractor under workers’ compensation acts,
disability benefit acts, or other employment benefit acts.

(c) Should the Owner or any other person assert a claim or institute a suit, action, or proceeding against
Company involving the manner or sufficiency of the performance of the Services, Subcontractor, upon request of
Company, shall promptly assume the defense of such claim, suit, action or proceeding, at Subcontractor's expense.

19. Termination. This Agreement may be terminated, including termination prior to the completion of
Work on any specific Project, by either party by giving thirty (30) days written notice; provided, however, such
termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity,
or under this Agreement, including without limitation, Company’s right to adjust or withhold payment pursuant to Section
8, above.

20. Return of Property. On termination of this Agreement, or whenever requested by the parties, each
party shall immediately deliver to the other party all property in its possession, or under its care and control, belonging to
the other party to them, including but not limited to, proprietary information, customer lists, trade secrets, intellectual
property, computers, equipment, tools, documents, plans, recordings, software, and all related records or accounting
ledgers.

21. Remedies.

(a) Independent; Cumulative. Each of the rights enumerated in this Agreement shall be independent of the
others, and shall be cumulative and not in lieu of any other rights and remedies available to Company at law or in equity.

(b) Injunctive Relief. Subcontractor expressly acknowledge that any breach or threatened breach of any of
the terms and/or conditions set forth in this Agreement may result in substantial, continuing and irreparable injury to
Company. Therefore, Subcontractor hereby agrees that, in addition to any other remedy that may be available to
Company, Company shall be entitled to injunctive relief, specific performance or other equitable relief by a court or
forum of competent jurisdiction in the event of any breach of threatened breach of the terms of this Agreement without
the necessity of proving irreparable harm or injury as a result of such breach or threatened breach.

(c) Attorney’s Fees. If any action is brought to enforce or interpret the provisions of this Agreement, the
prevailing party will be entitled to reasonable attorney’s fees and costs, in addition to any other relief to which that party
may be entitled and awarded by a court of competent jurisdiction, including any fees and costs incurred on any appeal.

22. Mediation and Arbitration. Any controversy between the parties to this Agreement involving the
construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of
either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said
mediation or binding arbitration shall comply with and be governed by the provisions of any and all applicable federal
and state laws unless the parties stipulate otherwise. The parties shall each appoint one person to hear and determine
the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator
whose decision shall be final and conclusive upon both parties. The attorneys’ fees and costs of arbitration shall be
borne by the losing party, as set forth in Section 21(c), above, unless the parties stipulate otherwise, or in such
proportions as the arbitrator shall decide.

8
23. Miscellaneous and General Provisions.

(a) Notices. Any notice to be given hereunder by any party to the other may be affected either by personal
delivery in writing, or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall
be addressed to the parties at the addresses appearing in the definition blocks at the outset of this Agreement, but each
party may change its address by written notice in accordance with this Section. Notices delivered personally shall be
deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after
mailing.

(b) Entire Agreement. This Agreement, together with all exhibits, schedules and other documents to be
delivered pursuant hereto, sets forth the entire understanding and supersedes all prior oral or written agreement among
the parties hereto relating to the subject matter contained herein and all prior and contemporaneous negotiations or
discussions among the parties hereto are merged herein. No party hereto shall be bound by any definition, condition,
representation, warranty, covenant or provision other than as expressly stated in this Agreement or the exhibits, schedules
and other documents delivered pursuant hereto, or as hereafter set forth in a written instrument executed by such party or
by a duly authorized representative of such party.

(c) Modification. Except as otherwise provided herein, this Agreement may not be amended or modified,
in whole or in part, nor may any provision be waived, unless in writing signed by both parties hereto, provided such
writing and signature requirements may be met by electronic means.

(d) Assignment; Benefit. This Agreement and the rights and obligations hereunder may not be assigned by
Subcontractor, except with the prior written consent of the Company. The Company may assign or transfer this
Agreement, without Subcontractor’s consent, to any successor in connection with a merger, reorganization, sale of all or
substantially all of its assets, or change of control, or to a subsidiary or an affiliate of the Company. Subject to the
foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, personal representatives, successors and assigns.

(e) Severability; Survival. Should any provision or portion thereof be determined to be void, invalid or
otherwise unenforceable by any court of competent jurisdiction, such determination shall not affect the remaining
provisions hereof which remaining provisions shall remain in full force and effect; and this Agreement shall, to the fullest
lawful extent, be reformed and construed as if such invalid or illegal or unenforceable provision, or part thereof, had
never been contained herein. Any termination or expiration of this Agreement or suspension or termination of
Subcontractor’s Services notwithstanding, the provisions of this Agreement that are intended to continue and survive
shall so continue and survive.

(f) Governing Law; Venue; Jurisdiction. The Company and Subcontractor: (i) agree this Agreement shall
be deemed to have been negotiated and executed solely in the State of Florida; (ii) shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to its choice of law rules; (iii) agree that any dispute, suit
or legal proceeding arising from this Agreement or regarding the relationship of the parties hereto shall be heard
exclusively in a court or forum located in the State of Florida; and (iii) hereby submit to exclusive jurisdiction of the
courts of Florida.

(g) Counterparts; Signatures; Delivery. This Agreement, and any amendment or modification hereto, may
be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all
of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement may be executed
by electronic means by use of any electronic signature complying with the U.S. Federal ESIGN Act of 2000 (e.g.,
www.docusign.com), and such electronic signature shall be deemed to be original signatures for all purposes. The
exchange of copies of this Agreement or of any other document contemplated by this Agreement, including any
amendments or modifications, and of signature pages thereof by facsimile transmissions, or by any electronic means
intended to preserve the original graphic and pictorial appearance of a document, including “portable document
format” (“.pdf”) form, or by a combination of such means, shall constitute effective delivery of this Agreement as
to the parties and may be used in lieu of an original document for all purposes.. At the request of either party, any
electronically signed, scanned, photocopied, emailed or facsimile sent document shall be re-executed and delivered
in original form.

9
(h) Interpretation. The headings and other captions in this Agreement are for convenience and reference only
and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement. The preambles,
including the definition blocks, and any exhibit or schedule hereto are incorporated by reference the same as if fully set
forth herein.

(i) Counsel. The parties hereby acknowledge and agree that they have had the opportunity to have this
Agreement reviewed by their own independent counsel and therefore agree that this Agreement shall be deemed to have
been jointly drafted and shall not be construed in favor or against either party.

[SIGNATURE PAGE FOLLOWS]

10
IN WITNESS WHEREOF, the parties have each caused this instrument to be executed by a person duly
authorized, under seal, all by authority duly given, and all as of the Effective Date.

COMPANY SUBCONTRACTOR
ASHLEY INVESTMENT GROUP, LLC
a Florida limited liability company

By: By:
Name: Peter Ashley, Jr. Name: Click here to enter text.
Title: Manager Title:

11
Exhibit C

Insurance Requirements

1. Commercial General Liability (Minimum Limits). Commercial general liability


insurance in the amount of at least One Million and No/100 Dollars ($1,000,000.00) per occurrence,
with a general aggregate limit per location of at least Two Million and No/100 Dollars ($2,000,000.00),
per Project. Coverage shall be written on ISO Occurrence form CG 00 01 (10-01) and coverage will
cover liability arising from the premises, operations, independent contractors, products completed
operations and personal and advertising injury. Company, the General Contractor, the Owner, and all
other parties under contract on the Project will be included as insureds on the General liability Policy,
using the JSO Additional Insured Endorsement CG 2037 or a manuscript endorsement providing
similar wording and coverage. The Additional Insured Endorsement will apply on a primary and non-
contributing basis before any other insurance including self-insurance or deductibles. Subcontractor
will maintain General Liability coverage for itself and all additional insureds for the duration of the
entire Project and maintain Completed Operations coverage for itself and each additional insured for at
least three (3) years after completion of the Project.
2. Automobile. Commercial Auto Liability limits of One Million and No/100 Dollars
($1,000,000) each accident. Commercial Auto Coverage must include (i) coverage for liability arising
out of all owned, leased, hired and non-owned automobiles; (ii) include as insureds all entities that are
additional insureds on the CGL Policy, above.
3. Umbrella. Umbrella limits must be at least One Million and No/100 Dollars
($1,000,000). Umbrella coverage must include as insured all entities that are additional insureds on the
CGL Policy. Umbrella coverage for such additional insureds shall apply as primary before any other
insurance or self-insurance, including any deductible, maintained by, or provided to, the additional
insured other than the CGL, Auto Liability and Employers Liability coverages maintained by the
subcontractor.
4. Workers Compensation. Employer's Liability limits of at least Five Hundred
Thousand and No/100100 Dollars ($500,000) per accident for bodily injury and Five Hundred
Thousand and No/100100 Dollars ($500,000) each employee for injury by disease. Where applicable,
USL&H Endorsement will be attached to the policy. Where applicable, the Maritime Coverage
Endorsement will be attached to the policy.

12
ELECTRONIC FUNDS TRANSFER FORM

NAME ON ACCOUNT:

BANK NAME:

ACCOUNT TYPE:

ROUTING NUMBER:

ACCOUNT NUMBER: