Xxxxxx Utility Construction, Inc. Subcontract No:
000 Xxxxxxx Xxxx Cost Code:
Xxxxxxx, XX 00000
Tax ID # 00-0000000
Contact Person: Xxxx Xxxxxx Cell: 000-000-0000
Phone: 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 4th day of November, 2002 by and
between Midwest Cable Communications of Arkansas, Inc., hereinafter called
Contractor; and Xxxxxx Utility Construction, Inc., hereinafter called the
Subcontractor.
WITNESSETH:
WHEREAS, Contractor has heretofore entered into an agreement dated November 4,
2002, (the Contract), with Xxx Communications, 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 The Jonesboro Project, Located in Jonesboro, Arkansas in
strict accordance with the specifications, drawings and schedules prepared by,
Xxx Communications 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: UNDERGROUND UTILITY CONSTRUCTION
Section 2:
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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 .
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
Contractor's Initials: ___________________
Subcontractor's Initials: ___________________
1
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 Communications of Arkansas,
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.
2.7 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.
Contractor's Initials: ___________________
Subcontractor's Initials: ___________________
2
Section 3:
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3.1 Subcontractor shall begin its Work as soon ~s 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 f 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.
Section 4: (SAFETY)
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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
Contractor's Initials: ___________________
Subcontractor's Initials: ___________________
3
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)
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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:
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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 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
Contractor's Initials: ___________________
Subcontractor's Initials: ___________________
4
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: 0
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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.
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
Contractor's Initials: ___________________
Subcontractor's Initials: ___________________
5
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 {0 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)
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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) calendar 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.
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.
Contractor's Initials: ___________________
Subcontractor's Initials: ___________________
6
Section 9: (DISPUTES)
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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 ("AAA"). 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 AAA, 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)
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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 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's Initials: ___________________
Subcontractor's Initials: ___________________
7
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:
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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:
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12.1 This Subcontract is awarded subject to the written approval of
Subcontractor by the Owner and/or its representative.
Section 13:
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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.
Contractor's Initials: ___________________
Subcontractor's Initials: ___________________
8
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:
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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.
Contractor's Initials: ___________________
Subcontractor's Initials: ___________________
9
"EXHIBIT A"
PRICING FOR JONESBORO, ARKANSAS
$ 5.00 PER FOOT UP TO 2 CABLES
ADDITIONAL $1.00 PER FOOT FOR MORE THAN 2 CABLES
Contractor's Initials: ___________________
Subcontractor's Initials: ___________________
10
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first above written:
Subcontractor: Xxxxxx Utility Construction, Inc.
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Attest or Witness:
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
------------------------------------- ------------------------------------
(Signature)
Xxxxxx Xxxxxx Owner/Secretary Xxxxxxx Xxxxxx President
------------------------------------- ------------------------------------
(Print Name and Title) (Print Name and Title)
11-6-02 11-6-02
------------------------------------- ------------------------------------
(Date) (Date)
Attest or Witness: Midwest Cable Communications of Arkansas, Inc.
0 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
/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)
11-8-02 11-8-02
------------------------------------- ------------------------------------
(Date) (Date)
Contractor's Initials: ___________________
Subcontractor's Initials: ___________________
11
COVENANT NOT TO COMPETE
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This covenant entered into on the 4TH day of NOVEMBER, 2002, between
MIDWEST CABLE COMMUNICATIONS OF ARKANSAS, INC., a Delaware
Corporation, hereinafter referred to as "CONTRACTOR" and
XXXXXX UTILITY CONSTRUCTION, INC. hereinafter referred
to as "SUB-CON1RACTOR".
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 6 day of November, 2002.
MIDWEST CABLE
COMMUNICATIONS OF AR, INC.
BY: /s/ Xxxx X. Xxxxxxxxx
TITLE: Vice President
XXXXXX UTILITY
CONSTRUCTION, INC.
BY: /s/ Xxxxxxx X. Xxxxxx
TITLE: President
LICENSE XX. 0000000000
Xxxxx xx Xxxxxxxx
CONTRACTORS LICENSING BOARD
XXXXXX UTILITY CONSTRUCTION, INC.
000 XXXXXXX XX
XXXXXXX, XX 00000
THIS IS TO CERTIFY THAT XXXXXX UTILITY CONSTRUCTION, INC.
is duly licensed under the provisions of Act 150 of the 1965 Acts as amended and
is entitled to practice Contracting in the State of Arkansas within the
following classifications:
SPECIALTY
Tunnels, Boring, Shafts
Underground Piping, Cable, Trenching
with the following suggested bid limit $1,250,000
----------
from May 10, 2002 until April 30, 2003
------------ --------------
when this Certificate expires.
[GREAT SEAL OF THE STATE OF ARKANSAS]
Witness our hands of the Board, dated at Little Rock, Arkansas
-------------------------------------------------
CHAIRMAN
-------------------------------------------------
SECRETARY
May 10, 2002
[GRAPHIC OMITTED]
GREAT SEAL OF THE STATE OF ARKANSAS
