All Terraine Directional Boring, Inc. Subcontract No:
000 Xxxxxxx Xxxx Cost Code:
Xxxx, XX 00000
Tax ID # 00-0000000
Xxx Xxxxxx
Phone: ( 000) 000-0000 Cell: ( 000) 000-0000
Fax: (000)000-0000
PROJECT IDENTIFICATION:
TYPE OF CONTRACT: (Circle One) UNIT PRICE LUMP SUM OTHER
(See Schedule .'A" for scope, definition, and pay items of work.)
THIS SUBCONTRACT AGREEMENT entered into this 16 day of Sept, 20 02 by and
between Midwest Cable Communications of Arkansas, Inc., hereinafter called
Contractor; and of All Terraine Directional Borinq, Inc., hereinafter called the
Subcontractor.
WITNESSETH:
WHEREAS, Contractor has heretofore entered into an agreement dated 9-16-02, (the
Contract), with Xxx Communication, hereinafter called the Owner, to furnish all
labor, equipment and some materials (as specified in Schedule "A") to perform
all work required for the construction of the project, ("the Project"), known as
Jonesboro Project Located in Jonesboro in strict accordance with the
specifications, drawings and schedules prepared by, Xxx Comm said
specifications, drawings and schedules are now made a part of this Subcontract
Agreement; and;
WHEREAS, the parties hereto expressly agree to the contract with reference to a
specific portion of the overall work for the Project.
NOW, THEREFORE, in consideration of the mutual promises herein contained and
intending to be legally bound, the parties hereto agree as follows:
Subcontractor shall furnish all labor, some materials (as specified in Schedule
"A"), project administration, supervision, scheduling, plant, equipment,
appliances, tools and all other items necessary for perform the Work (as more
fully described in Item B of Schedule "A" attached hereto, and all work
incidental thereto, namely:
FURNISHING AND/OR INSTALLATION OF: Coax and Innerduct
Section 2:
2.1 Contractor shall have the same rights and privileges against the
Subcontractor herein as the Owner has against Contractor. Subcontractor
shall have the same rights and privileges against the Contractor herein
as the Contractor has against the Owner.
1
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
2.2 Subcontractor acknowledges that it has carefully read and understands the
Contract between the Contractor and the Owner, the Contract documents,
this Subcontract Agreement and the available drawings, as well as the
Specifications for its and other party's scope of work on the Project,
the responsibilities and relationships between itself and other trades on
the Project, and agrees to comply with and perform all provisions thereof
applicable to the Subcontractor .
2.3 Subcontractor further represents to have fully investigated and is
familiar with the locality of The Work and understands the nature and
locality of the Work and the Project site and the conditions and
difficulties under which the Work shall be performed, and that it enters
into the Subcontract Agreement based on its own independent examination,
investigation and evaluation of all relevant details of the Work and not
in reliance upon any opinions or representations of Contractor, Owner or
any such parties respective officers, agents, servants, or employees.
2.4 Contractor has checked the access to any portion of the Work, looked at
nearby structures, power lines, telephone lines, utilities as well as all
governmental laws, ordinances and regulations relating to the use of
streets, highways, railroads, alley ways and obstructions which may in
any manner, restrict, interfere with, delay or otherwise affect the
delivery, storage, handling, rigging, boring, drilling, lashing of any
and all laborers, materials or equipment. Contractor represents that
nothing disclosed by its investigation will prevent or unduly burden
Subcontractor's performance of its Work.
Subcontractor further acknowledges that it has checked the access to any
portion of the Work within the scope of its work, looked at nearby
structures, power lines, telephone lines, utilities as well as all
governmental laws, ordinances and regulations relating to the use of
streets, highways, railroads, alley ways and obstructions which may in
any manner, restrict, Interfere with, delay or otherwise affect the
delivery, storage, handling, rigging, boring, drilling, lashing of any
and all laborers, materials or equipment. Subcontractor agrees that no
additional charge shall be made by reason of any such conditions,
ordinances, regulations or restrictions.
THIS SUBCONTRACT AGREEMENT, the provisions of the contract between the
Contractor and the Owner, and any other Contract Documents are intended to
supplement and complement each other and shall, where possible, be thus
interpreted. If, however any provision of this Subcontract Agreement
irreconcilably conflicts with a provision of the Contract between the Contractor
and the Owner, the provision imposing the greater duty or obligation on the
Subcontractor shall govern.
Although this Subcontract is drawn by .Midwest Cable Comm of AR, Inc. it shall,
in the event of any dispute over its meaning or application be interpreted
fairly and reasonable and neither more strongly for nor against either party.
2.5 All work shall be performed in accordance with the plans and
specifications. Subcontractor shall conform to and abide by any
additional specifications, drawings or explanations prepared by the Owner
or its engineers in order to illustrate the Work to be done in greater
detail, provided they do not enlarge the Work without an agreed price
adjustment.
2.6 Subcontractor acknowledges its express duty to cooperate and to actively
coordinate its Work with that of the Contractor, Owner or other
subcontractors participating in the construction of the "plant" or any
portion of the Project and that Subcontractor shall not directly or
indirectly delay, impede, or otherwise impair the work of others or the
timely progression of the overall Project.
2
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
2.7 Subcontractor shall be responsible to obtain markings of all utilities
prior to beginning its work, as well as any inspections or approval by
any governmental agencies. It shall also be responsible to obtain any and
all interim or final inspections for its scope of work.
Section 3:
3.1 Subcontractor shall begin its Work as soon as instructed by Contractor
and shall carry on its Work promptly, efficiently, safely and at a speed
that will not cause delay, disruption or interface in the progress of
Contractor's overall work or other portions of the Project work carried
on by other contractors or subcontractors. Contractor may require
Subcontractor to prosecute in preference to other parts of the Work, such
part or parts as Contractor may from time to time specify .
3.2 If the Contractor requests, the Subcontractor shall, at the time
specified in such request, submit to Contractor, progress, procurement,
and/or man-hour completion schedules, as well as detailed method
statements, from time to time. Contractor's receipt and review of such
schedules shall not preclude the Contractor from otherwise adjusting such
schedules and method statements from time to time, to comply with the
overall needs of the Project.
3.3 Contractor shall not be liable to Subcontractor for delay, disruption or
interference to Subcontractor's Work caused by the act, omission, neglect
or default of the Owner or its Engineers, or their respective
contractors, subcontractors, employees, servants, agents or consultants,
or by reason of fire or other casualty, or on account of strikes, riots,
or other combined actions of the workmen or budget changes by the Owner,
or on account of any acts of God, or any other cause beyond the
Contractor's direct control; provided however, Contractor will cooperate
with Subcontractor to submit any just claims against the Owner or
engineers for delay, disruption or interference directly attributable to
their actions.
3.4 Subcontractor shall not be liable to Contractor for delay, disruption or
interference to Contractor's Work caused by the act, omission, neglect or
default of the Owner or its Engineers, or their respective Contractors,
Subcontractors, employees, servants, agents or consultants, or by reason
of fire or other casualty, or on account of strikes, riots, or other
combined actions of the workmen or budget changes by the Owner, or on
account of any acts of God, or any other cause beyond the Subcontractor's
direct control; provided however, Subcontractor will cooperate with
Contractor to submit any just claims against the Owner or engineers for
delay, disruption or interference directly attributable to their actions.
3.5 Should Subcontractor's Work be delayed, disrupted or interfered with
solely as a result of acts, or omissions of the Contractor, or anyone
employed by the Contractor on the Project, then Contractor shall owe
Subcontractor only an extension of time for completion equal to the
delay, disruption or interference, and then only if a written claim for
delay by Contractor or anyone employed by Contractor on the project is
made to Contractor within a reasonable time after the commencement of
such delay, disruption or interference directly attributable to their
actions.
3.6 Subcontractor shall remove from the premises all rubbish and surplus
materials which may accumulate from the prosecution of Subcontractor's
work and should Subcontractor fail to do so, Contractor may, at his
option, remove same at Subcontractor's expense, and take the costs
thereof from any funds due Subcontractor .
3.7 Except as provided above, any damages may be claimed by the Contractor
for delay, disruption or interference caused by Subcontractor without in
any way limiting the option of Contractor to terminate the Subcontractor
for default, as herein elsewhere provided.
3
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
Section 4: (SAFETY)
4.1 Subcontractor shall provide safe and sufficient facilities at all times
for its workmen, and shall not perform, or fail to perform, any act which
would cause the Project site to be unsafe, at any location. Subcontractor
shall provide safe and sufficient facilities at all times for inspection
of the Work by the Owner, Contractor or any governmental agencies.
4.2 Subcontractor agrees that the prevention of accidents to workers engaged
in the vicinity of the Work is its responsibility, and agrees to comply
with all laws, ordinances, rules, regulations, codes, orders, notices and
requirements concerning safety as shall be applicable to the Work, and
with the safety standards established during the progress of the work by
the Contractor and the Occupational Safety and Health Administration
(OSHA) or any other municipal inspector. When so ordered, the
Subcontractor shall stop any part of the Work which the Contractor, OSHA,
or any other municipal inspector deems unsafe until corrective measures
satisfactory to the Contractor have been taken, and the Subcontractor
agrees that it shall not have nor make any claim for damages growing out
of such stoppage. Should the Subcontractor neglect to take corrective
measures, the Contractor may do so at the cost and expense of the
Subcontractor. Failure on the part of the Contractor to stop unsafe
practices shall in no way relieve the Subcontractor of its responsibility
therefore.
Contractor may recover from the Subcontractor, all fines and costs
incurred by the Contractor due to Safety Violations caused in whole or in
part by the actions of Subcontractor. Subcontractor is required to
provide proof of Subcontractor's Safety and Hazard Material Program
within ten (10) days of the date of the Subcontract Agreement.
Section 5: (RESPONSIBILITY AS TO PROSECUTION OF WORK)
5.1 Subcontractor shall, at all times, supply adequate tools, appliances,
equipment and a sufficient number of properly skilled workmen and
sufficient amount of materials and/or supplies of proper quality to
efficiently, safely and promptly prosecute the Work in accordance with
the Contractor's schedule, as the same may be adjusted from time to time,
and shall promptly pay for all materials purchased and shall pay all
workmen each week. When requested by Contractor, Subcontractor shall
obtain and furnish to Contractor, weekly, with two (2) copies of payroll
verified by affidavit as well as evidence to verify that all taxes and
contributions to applicable employee benefit plans are current.
5.2 Subcontractor shall exercise its personal supervision of the Work or have
a competent xxxxxxx, superintendent, or Project Manager satisfactory to
Contractor on the Work at all times during its progress, with authority
to act for Subcontractor.
Section 6:
6.1 Subcontractor shall turn the Work over to Contractor in good condition in
strict accordance with the Contract Documents. Subcontractor warrants
that title to all Work, materials and equipment covered by a payment
application from Subcontractor shall pass to the Owner either upon
incorporation in the Project, or upon payment by Contractor, which ever
occurs first and, upon payment, free and clear of all claims, liens,
security interests or encumbrances, hereinafter collectively as "liens."
6.2 Subcontractor shall, at its own cost and expense, including attorney's
fees and costs, defend all suits to establish such liens, and pay any
such liens so established. Once Subcontractor becomes aware of any such
liens, Subcontractor shall promptly communicate such information to
Contractor. If deemed necessary to protect the Contractor or Owner, at
the
4
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
Contractor's option, such funds may be paid out of any monies due
Subcontractor, to discharge any such lien.
6.3 Subcontractor shall, as often as required by; the Owner or Contractor,
furnish a sworn statement showing all parties who furnish labor or
material to Subcontractor, with their names and addresses and the amount
due or to become due each of them. Similar statements may be required
from any subcontractor or supplier of any tier of the Subcontractor.
Contractor may also require Subcontractor to provide Contractor with
copies of all of its subcontractors and purchase orders and Subcontractor
shall promptly comply.
Section 7: (INSURANCE AND INDEMNIFICATION)
7.1 Subcontractor shall defend, indemnify and hold harmless, the Owner, the
Contractor and their respective officers, agents, servants and employees
from and against any and all claims, suits or liability of any nature
arising in whole or in part as a result of the acts or omissions of
Subcontractor, its agents, employees, servants and subcontractors and
suppliers of any tier, including without limitation, claims suits or
liability relating to or arising out of or in connection with, damage to
property or injury, including death, to persons, whether an employee of
Subcontractor or of any of its subcontractors or suppliers of any tier or
otherwise; provided, however, Subcontractor's duty hereunder shall not
arise if such claims, suits or liability are caused by the negligence of
Contractor, Owner or any other subcontractor .
Contractor shall defend, indemnify and hold harmless, the Owner, the
Subcontractor and their respective officers, agents, servants and
employees from and against any and all claims, suits or liability of any
nature arising in whole or in part as a result of the acts or omissions
of Contractor, its agents, employees, servants and contractors and
suppliers of any tier, including without limitation, claims suits or
liability relating to or arising out of or in connection with, damage to
property or injury, including death, to persons, whether an employee of
Contractor or of any of its subcontractors or suppliers of any tier or
otherwise; provided, however, Contractor's duty hereunder shall not arise
if such claims, suits or liability are caused by the negligence of
Subcontractor.
7.2 Any person entitled to indemnification hereunder shall (i) give prompt
written notice to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) permit the indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party
shall not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent shall not be
unreasonably withheld). An indemnified party shall reasonably cooperate
with the indemnifying party in the defense of a claim and shall
reasonably cooperate with the indemnifying party in the defense of a
claim and shall make no admissions or settlement adverse to the
indemnifying party's defense or obligations.
7.3 Subcontractor shall carry public liability insurance and also such
employer's liability and/or workmen's compensation insurance as required
by the Contract Documents to insure the liability of the parties hereto
for any injuries to Subcontractor's employees, and all insurance required
by the law of the place where the Work is to be done and shall furnish
Contractor with satisfactory evidence that such insurance has been
obtained and paid for and will continue in force until the completion of
the Project. If the Subcontractor sublets any portion of its work to a
third party, Subcontractor shall ensure that said third party shall do
likewise.
7.4 The insurance requirements for this project are as follows:
o Workers' Compensation for all of the Contractor's employees or
subcontractor engaged in work associated with the performance of
this Contract.
5
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
o Automobile Liability Insurance with the limits to be a minimum of
Five Hundred Thousand Dollars ($500,000.00) (Bodily Injury and
Property Damage combined.
o General Liability Insurance with adequately provides coverage for
all of the Contractor's agreements, indemnities, duties,
responsibilities, and warranties set for the herein with limits of
not less than Five Hundred Thousand Dollars ($500,000.00); and
o Excess Liability Insurance (sometimes referred to as "Umbrella"
coverage) with the limits to be a minimum of One Million Dollars
($1,000,000.00).
7.4 Subcontractor accepts exclusive liability for all taxes and contributions
required of Contractor or Subcontractor by the Federal Social Security
Act and the Unemployment Compensation Law or similar law in any State
with respect to the employees of Subcontractor, in performance of the
work herein provided for, and agrees to furnish Contractor with suitable
written evidence that he has been authorized to accept such liability.
Subcontractor further agrees that if it cannot furnish said evidence, or
should fail to do so prior to beginning work, Contractor may, at its
option, payor establish a reserve for payment of said taxes and
contributions and deduct the amount paid or reserved from payments due,
or to become due, to Subcontractor. Subcontractor further agrees to
defend, indemnify and hold harmless Contractor against all liability,
including attorney's fees and costs' with respect to said employees under
said Acts, Laws, or the provisions of any applicable collective
bargaining agreements.
7.5 Subcontractor accepts exclusive liability for any and all sales tax, use
tax, or local taxes, which may be assessed against materials, equipment
or labor, used in the Work, provided the same are reimbursed by the
Contractor under this Subcontract Agreement.
Section 8: (PAYMENT)
8.1 As consideration for the performance of the Work called for under this
Subcontract Agreement, Subcontractor shall receive, subject to additions
and deductions as herein before provided, payments as the Work
progresses, on estimates made and approved by the Owner and Contractor.
8.2 If Subcontractor furnishes a performance and payment bond satisfactory to
Contractor, payment of Work billed by Subcontractor to Contractor and
accepted by Owner, shall be made within thirty (30) days from date of
invoice.
8.3 If Subcontractor does not furnish a performance and payment bond
satisfactory to the Contractor, and if the Subcontractor's Work is not
acceptable under the plans and specifications, or if Subcontractor is
behind schedule, Contractor shall have the right to increase retainage
but not to exceed 10% withheld or delay paying final retainage on any
portion, until Subcontractor's Work is acceptable and up to date.
8.4 Contractor shall pay to Subcontractor, less ten per cent (10%) retainage,
for the items of Work performed and approved for payment by the Owner,
within thirty (30) days from the first Monday following the date of
approval of the correct invoice by the Owner for Work performed by
Subcontractor.
Final Release of Retainage will be made when the following condition is
met:
1. It has been one (1) year since final payment, less retainage, was
made and there are no outstanding or unresolved money issues,
including back charges, or probable liability from Subcontractor
to the Owner or Contractor in the Phase of Work covered by
retainage due.
6
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
8.5 If at any time there shall be evidence of a lien or claim which, if
established, is chargeable to Subcontractor, the Contractor shall have
the right to retain out of any payment due, or to become due, under this
Subcontract Agreement, an amount sufficient to indemnify Contractor and
Owner against said liens or claims.
8.6 Payment made under this Subcontract Agreement shall not constitute
acceptance of defective, faulty or improper Work and no payment shall
release Subcontractor from any of its obligations under this Subcontract
Agreement.
Section 9: (DISPUTES)
9.1 Unless another remedy is provided elsewhere in this Subcontract
Agreement, in the event any claim or dispute arises out of the
Subcontract Agreement (a "Dispute"), either party may request that the
parties meet within ten (10) business days of such request and seek to
resolve the Dispute by negotiations of the appropriate officers of each
party, with the request for resolution being passed to each officer at
the next higher level in authority, in turn. If the Dispute is not
settled through such negotiation within ten (10) business days of the
first such meeting, either of the parties may request that the parties
then attempt, in good faith, to settle the Dispute through nonbinding
mediation under the Commercial Mediation Rules of the American
Arbitration Association ("MA"). If the parties cannot settle the Dispute
through such mediation, then any Dispute shall be resolved by arbitration
by a single arbitrator engaged in the practice of law, in accordance with
the applicable rules of the MA, and any judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction
thereof. Notwithstanding the forgoing provisions of this section, the
right of either party to indemnification or contribution may, at the sole
option of the party entitled to indemnification or contribution, be
enforced in a court having jurisdiction thereof through any allowable
procedure. The arbitrator shall not have authority to award punitive
damages. Each party shall bear its own costs and attorneys' fees, and
shall be determined under federal law. Notwithstanding the foregoing, the
parties may cancel or terminate this Subcontract Agreement in accordance
with its terms and conditions without being required to follow the
procedures set forth in this section.
10: (REMEDIES):
10.1 Should Subcontractor, materially, breach this Subcontract Agreement, or
materially fail to prosecute the Work with promptness, diligence and
efficiency or fail to perform any of the requirements hereof, or should
there be filed by or against the Subcontractor a petition in bankruptcy
or for an arrangement or reorganization, or should Subcontractor become
insolvent or be adjudicated as bankrupt or go into liquidation or
dissolution, either voluntarily or involuntarily or under a court order,
or make a general assignment for the benefit of creditors, or otherwise
acknowledge insolvency, then in any of such event, each of which shall
constitute a material default on the Subcontractor's part, Contractor,
may, upon twenty four (24) hours advance written notice by registered
mail addressed to Subcontractor, proceed as follows:
1. Provide such materials, supplies, equipment and labor as may be
necessary to complete the Work.
2. Withhold or set off payment of any estimated or billed amount due
the Subcontractor .
3. Terminate the employment of Subcontractor, enter upon the premises
and take possession, for use in completion of the Work, all of the
materials, supplies, tools, equipment and appliances of
Subcontractor thereon and complete the Work, or have
7
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
same completed by others on terms deemed by Contractor in its
judgment to be expedient.
10.2 The Contractor shall have a right of set off for the cost of Contractor
completing Subcontractor's Work as provided above. If the amount expended
by Contractor to complete Subcontractor's work as before described,
including all resulting losses, damages, costs and expenses to
Contractor, exceeds the unpaid balance of the Subcontract Agreement
amount, Subcontractor shall pay Contractor such excess.
10.3 Should Subcontractor, at any time, fail to pay for all labor, materials,
supplies or equipment used by Subcontractor in the Work when due,
Contractor, at its option, may pay for all labor, materials, equipment or
supplies used by Subcontractor in the Work, when it becomes due.
Contractor, at its option, may pay for same out of funds advanced to
Contractor by Owner for Subcontractor and debit Subcontractor's account;
or may, at its discretion, pay at any time, claims for labor, materials,
equipment or supplies used in the Work and Subcontractor shall pay
Contractor the amount of any such payments upon demand.
10.4 Should Subcontractor default in any of the provisions of this Subcontract
Agreement and should Contractor employ an attorney to enforce any
provision hereof, or to collect damages for breach of this Subcontract
Agreement, or to recover on any bonds or letters of credit provided by
Subcontractor to Contractor, then Subcontractor and its surety, if
applicable, agree to pay Contractor such attorney's fees and costs as it
may expend therein. As against the obligations herein contained,
Subcontractor and its surety waive all rights of exemption.
10.5 Should Contractor default in any of the provisions of the Subcontract
Agreement and should Subcontractor employ an attorney to enforce any
provision hereof, or to collect damages for breach of the Subcontract
Agreement, or to recover on any bonds or letters of credit provided by
Contractor to Subcontractor, then Contractor and its surety, if
applicable, agree to pay Subcontractor such attorney's fees and costs as
it may expend therein. As against the obligations herein contained,
Contractor and its surety waive all rights of exemption.
10.6 The rights and remedies granted to Contractor under this Article and
pursuant to the other provisions of this Subcontract Agreement, shall be
cumulative and are not intended to be in lieu of any legal right or
remedy which Contractor may have against Subcontractor for breach of this
Subcontract Agreement or default hereunder, afforded by State or Federal
Law.
Section 11:
11.1 Subcontractor shall not sublet, assign or transfer this Subcontract
Agreement, or any part thereof, without written consent of Contractor.
11.2 This Subcontract Agreement contains the entire agreement between the
parties and all additions thereto or changes therein shall be in writing
and shall not be binding unless same are in writing and execute by the
parties.
Section 12:
12.1 This Subcontract is awarded subject to the written approval of
Subcontractor by the Owner and/or its representative.
8
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
Section 13:
13.1 Subcontractor hereby unconditionally guarantees that the Work will be
performed in accordance with all the requirements of this Subcontract
Agreement, the Contract and Contract Documents between the Contractor and
Owner, and further guarantees the Work to be and to remain free of
defects in workmanship and materials furnished by Subcontractor, for one
(1) year after Subcontractor's Work is completed, or from any such longer
period specifically set forth in the Contract Documents. Subcontractor
hereby agrees to repair or replace any and all Work, together with any
other adjacent work which may be displaced in so doing, that may prove
not to be in accordance with the requirements of the Contract Documents
or that may be defective in its workmanship or material furnished within
the guarantee period specified, without any expense whatsoever to Owner
or Contractor, ordinary wear and tear and unusual abuse or neglect
excepted. All Work so repaired or replaced will be further
unconditionally guaranteed for the longer period of the ninety (90) or
the remainder of the original one (1) year term. The bonds and/or letters
of credit provided hereunder are to remain in full force and effect
during the guarantee periods and the time for filing a claim against such
bonds or letters of credit shall likewise be extended.
13.2 Subcontractor further agrees that after being notified in writing by
Contractor or Owner of any Work not in accordance with the requirements
of the Contract Documents or any defects in the Work, it will promptly
commence and prosecute, with due diligence, all work necessary to fulfill
the terms of this guarantee, and to complete the work within a reasonable
period of time. In the event Subcontractor fails to so comply,
Subcontractor does hereby authorize Contractor or Owner to proceed to
have such work done at Subcontractor's expense, and the Subcontractor
will pay the cost hereof upon demand. Contractor or Owner shall be
entitled to all costs, including attorney's fees and costs, necessarily
incurred upon Subcontractor's refusal to pay the above costs.
13.3 The obligations of Subcontractor set forth above shall survive the
termination of this Subcontract Agreement.
Section 14:
14.1 The provisions of the attached Schedules and Exhibits complement and are
part of the printed Subcontract Agreement. If one or more of the
provisions contained in this Agreement shall be, for any reason, held
unenforceable under the law of any state or of the United States, such
unenforceable provision or provisions shall not affect the enforceability
of this Agreement.
14.2 If the contract is not signed and returned within four (4) business days
from the date of the contract it will be null and void. We will accept a
signed copy faxed to us to start the project, provided a manually signed
copy is promptly mailed to us.
9
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first above written:
Subcontractor: All Terraine Directional Boring, Inc.
Attest or Witness:
By: /s/ Xxx Xxxxxx
---------------------------------- ----------------------------------
(Signature)
Xxx Xxxxxx President
---------------------------------- ----------------------------------
(Print Name and Title) (Print Name and Title)
9-16-02
---------------------------------- ----------------------------------
(Date) (Date)
Contractor: Midwest Cable Communications of Arkansas, Inc.
Attest or Witness:
/s/ Xxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------- ----------------------------------
(Signature)
Xxxxx Xxxxxxx Contracts Xxxx X. Xxxxxxxxx Vice President
---------------------------------- ----------------------------------
(Print Name and Title) (Print Name and Title)
9-18-02 9-18-02
---------------------------------- ----------------------------------
(Date) (Date)
10
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
Schedule " A"
Addendum To
Exhibit "A"
11
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
SUB
12
Contractor's Initials:
-----------------------
Subcontractor's Initials:
-----------------------
COVENANT NOT TO COMPETE
This covenant entered into on the-16 day of Sept, 20 02, between Midwest Cable
Communications of Arkansas, Inc., a Delaware Corporation, hereinafter referred
to as "CONTRACTOR" and All Terraine Directional Boring, Inc., hereinafter
referred to as "SUBCONTRACTOR".
1. WHEREAS, Contractor has entered into an agreement with Xxx Communication,
hereinafter referred to as "CLIENT", to provide labor, and services
associated with installation of communication equipment; and,
2. WHEREAS, Contractor has entered into a separate agreement with
Subcontractor in relation to the work to be performed under the agreement
referred to in Paragraph 1 herein; now, therefore, the parties hereto
agree as follows;
3. Subcontractor agrees that it shall not enter into any agreements with
Client or bid against Contractor in connection with any work to be
performed by Contractor for Client for a period of three (3) years
without the express written consent of Contractor.
4. Subcontractor states that it has entered into this "COVENANT NOT TO
COMPETE" of its own free will in exchange for the right to be a
Subcontractor for the labor, and services provided by Contractor to
Client.
5. This law shall be governed and construed in accordance with the laws of
the State of Arkansas.
WITNESS our hands and seals this 16 day of Sept ,20 02.
MIDWEST CABLE
COMMUNICATIONS OF AR, INC.
BY: /s/ XXXX X. XXXXXXXXX
TITLE: VICE PRESIDENT
ALL TERRAINE DIRECTIONAL
Boring, Inc.
BY: /s/ XXX XXXXXX
TITLE: PRESIDENT
