Partner Program

"MASTER CONTRACTUAL AGREEMENT

This Master Contractual Agreement is entered into as of ___________________, 202_, and is effective as of that date. This Master Contractual Agreement is entered into between the following parties:

CONTRACTOR: ASAD Holdings L.L.C. d.b.a. OrangeBlue
27071 Cabot Rd
Laguna Hills, CA 92653
Phone: (949) 332-0652
Contractor's License No.: 00000000

SUBCONTRACTOR: Subcontractor Name
Subcontractor’s address
City, State Zip
Contact phone
Contractor's License No.: 00000000

1. PURPOSE, SCOPE AND APPLICABILITY

1.1 The CONTRACTOR and SUBCONTRACTOR identified above enter into this Master Contractual Agreement (“MCA”) with the understanding that it will apply to all future projects for which CONTRACTOR contracts with SUBCONTRACTOR. Each time CONTRACTOR engages SUBCONTRACTOR, a Project Subcontract Agreement (“PSA”) containing project specific terms will be prepared, incorporating the terms of this MCA by reference. This MCA shall be incorporated into every PSA between CONTRACTOR and SUBCONTRACTOR. If there is are conflicts, inconsistencies or ambiguities between this MCA and any PSA, the PSA will control as to the scope and cost of SUBCONTRACTOR’s WORK, as well as any PROJECT specific modifications to the MCA which are listed in the PSA (if any). For any other conflicts or inconsistencies, this MCA shall prevail. However, wherever possible the MCA, PSA shall be construed in harmony, to avoid conflicts.

1.2 Although it is desired to have a signed PSA in place before SUBCONTRACTOR supplies materials, provides services or performs work (collectively “WORK”) on any new project (“PROJECT”), the terms of this MCA shall apply to all WORK provided by SUBCONTRACTOR, even if no PSA is signed before WORK is provided.

1.3 The plans, specifications, and other design documents (“CONTRACT DOCUMENTS”) for each PROJECT are incorporated by reference into each PSA. SUBCONTRACTOR agrees that its WORK must comply with the CONTRACT DOCUMENTS which CONTRACTOR provides to SUBCONTRACTOR.

1.4 The contract between CONTRACTOR and the OWNER related to the PROJECT (the “PRIME CONTRACT”) is on file at the CONTRACTOR’s and is available to be examined by SUBCONTRACTOR. The PRIME CONTRACT is incorporated by reference into the PSA between CONTRACTOR and SUBCONTRACTOR for the PROJECT that the PRIME CONTRACT pertains to. SUBCONTRACTOR agrees to be bound to CONTRACTOR by the terms of the PRIME CONTRACT for the portion of work in the PRIME CONTRACT which SUBCONTRACTOR performs, and to assume toward CONTRACTOR the obligations and responsibilities that CONTRACTOR has to the OWNER. If there are any conflicts between the terms and conditions of the PRIME CONTRACT and either the MCA or the PSA, the MCA and PSA will control.

1.5 SUBCONTRACTOR confirms that it (a) has the skill, knowledge, experience and active licensure with the California Contractor’s State License Board (“CSLB”) to permit SUBCONTRACTOR to lawfully perform the work called for in each PSA. If SUBCONTRACTOR utilizes sub-subcontractors for any part of the WORK, such sub-subcontractors must have the skill, knowledge, experience and active CSLB licensure to permit them to perform all WORK they perform. It is SUBCONTRACTOR's obligation to ensure that its licensure and the licensure of its sub-subcontractors fully complies with all CSLB licensing requirements and regulations for the WORK in each PSA before it enters into a PSA for the performance of such WORK. If there is any failure to comply with CSLB requirements or regulations, SUBCONTRACTOR shall be solely responsible for all damages incurred as a result thereof, including attorney's fees and costs incurred. If there are any suspensions, revocations or adverse changes in the status of SUBCONTRACTOR’s licensure with the CSLB, or other appropriate licensing agency, SUBCONTRACTOR shall immediately (a) notify CONTRACTOR of all such changes in status, in writing, and (b) cease work at the PROJECT until all such suspensions, revocations or adverse changes in the status of SUBCONTRACTOR’s licensure have been formally resolved and CONTRACTOR has provided express permission, in writing, for SUBCONTRACTOR to proceed with WORK at the PROJECT.

1.6 SUBCONTRACTOR personnel and the personnel of all of its sub-subcontractors (if any) must be covered by Workers' Compensation insurance at all times that WORK is performed by them under any PSA.

1.7 This MCA, together with the PSA and the CONTRACT DOCUMENTS for each PROJECT, represent the entire agreement between CONTRACTOR and SUBCONTRACTOR related to each PROJECT, and supersede any and all prior oral or written agreements relating to each PROJECT (if any).

1.8 SUBCONTRACTOR accepts sole responsibility for all WORK provided by it and its sub-subcontractors (if any), and shall provide continuous supervision for all WORK provided in connection with each PROJECT.

1.9 SUBCONTRACTOR acknowledges that it has examined each PROJECT for which a PSA is entered into, and that its WORK can be performed without special accommodations/alterations, other than those listed in the PSA.

1.10 SUBCONTRACTOR’s WORK shall comply with the applicable standards of care, and all applicable building codes, to the satisfaction of CONTRACTOR and OWNER. SUBCONTRACTOR shall conform to and abide by any additional specifications, drawings or explanations furnished by CONTRACTOR to detail and illustrate the WORK at no additional cost, unless such cost is agreed to, in writing, in advance of the WORK being performed.

2. PAYMENT TERMS & CONDITIONS

2.1 CONTRACTOR will pay SUBCONTRACTOR for the WORK in the PSA, in the amount identified in the PSA, in accordance with Business & Professions Code §7108.5.

2.2 Any changes or modifications to this MCA, any applicable PSA, or the scope of WORK must be in writing, and agreed to by both CONTRACTOR and SUBCONTRACTOR before they will become effective.

2.3 SUBCONTRACTOR shall timely submit applications for progress payments as directed by CONTRACTOR. Payment shall be made only for materials supplied and services performed prior to the date of the application for progress payment, to the reasonable satisfaction of CONTRACTOR. Billing shall be supported by evidence reasonably satisfactory to CONTRACTOR for all WORK, labor, services and materials, together with statutory conditional lien waivers (for WORK not yet paid for) and unconditional statutory lien wavers (for all WORK previously paid for), executed by SUBCONTRACTOR and each of its sub-subcontractors and suppliers.

2.4 Monies SUBCONTRACTOR receives from CONTRACTOR shall be used first for payment of labor, materials, equipment, and services related to its WORK. CONTRACTOR reserves the right to make checks jointly payable to unpaid sub-subcontractors, suppliers or others notifying CONTRACTOR of unpaid obligations.

2.5 Retention shall be 10% of the amount to be paid by CONTRACTOR, unless a different retention amount is listed in the applicable PSA.

2.6 In accordance with Civil Code §8814, CONTRACTOR is permitted to withhold funds if there is a good faith dispute between CONTRACTOR and SUBCONTRACTOR.

2.7 Absent a good faith dispute, final payment (retention) shall be made within 10 days after CONTRACTOR receives final payment from the owner of the PROJECT (the “OWNER”). Neither payment nor acceptance of WORK shall relieve or discharge SUBCONTRACTOR from its contractual obligations or warranties.

2.8 CONTRACTOR may provide specific forms for SUBCONTRACTOR to submit requests for payment. If such forms are provided by CONTRACTOR, the forms shall be completed, signed by an authorized representative of SUBCONTRACTOR, and submitted to CONTRACTOR with reasonable supporting documentation. Payment requests shall be completed, per CONTRACTOR’s direction, and sent CONTRACTOR via email to: abcd@abcd.com.

2.9 SUBCONTRACTOR shall attend project meetings as required by CONTRACTOR.

2.10 Payment will be calculated as a percentage of completion of the WORK which CONTRACTOR reasonably estimates to have been completed.

2.11 Except to the extent expressly set forth in a PSA, the price listed in each PSA ( “CONTRACT PRICE”) includes all labor, burden, fringes, all necessary tools and equipment, taxes (including all sales taxes, use taxes, customs and importation fees, if any), overhead, mobilizations, demobilizations, materials, hoisting, and off-loading of materials and equipment, consistent with the PSA, CONTRACT DOCUMENTS, and PROJECT schedule. It is SUBCONTRACTOR’s responsibility to protect its materials, and bear the risk of damage or loss thereof, until such materials are actually installed, affixed, incorporated into the WORK, and accepted by OWNER.

3. TIMING, SCHEDULING AND OTHER REQUIREMENTS

3.1 Time is of the essence. Prior to commencement of WORK, CONTRACTOR and SUBCONTRACTOR shall agree on a schedule for the WORK. SUBCONTRACTOR understands that CONTRACTOR will rely on the approved schedule (“SCHEDULE”), and that SUBCONTRACTOR’s WORK must be performed in accordance with that SCHEDULE. SUBCONTRACTOR shall supply the tools, equipment, qualified supervisory personnel, workers, materials, and supplies to perform its WORK efficiently, and in accordance with the SCHEDULE. SUBCONTRACTOR shall comply with the limitations in work days and times conveyed by CONTRACTOR.

3.2 SUBCONTRACTOR shall cooperate fully with all others working on the PROJECT and shall not interfere with the work of others. SUBCONTRACTOR agrees that CONTRACTOR may require SUBCONTRACTOR to perform some parts of the WORK in preference to others to ensure compliance with the SCHEDULE.

3.3 Upon written request by CONTRACTOR, SUBCONTRACTOR will furnish such evidence as CONTRACTOR may reasonably require related to SUBCONTRACTOR’s ability to fully perform the WORK in compliance with the PSA and the SCHEDULE. If SUBCONTRACTOR does not carry comply with the SCHEDULE, CONTRACTOR may, at its option, without SUBCONTRACTOR receiving additional compensation, require SUBCONTRACTOR to increase its personnel and equipment to perform SUBCONTRACTOR's WORK in compliance with the SCHEDULE.

3.4 If SUBCONTRACTOR is delayed, it may be entitled to an extension of time to complete its WORK, but only to the extent expressly authorized by CONTRACTOR. SUBCONTRACTOR shall be responsible for any damages CONTRACTOR incurs as a result of delays caused by SUBCONTRACTOR or its sub-subcontractors.

3.5 All testing and inspections shall be completed and performed in a timely manner. Inspection of WORK by CONTRACTOR or others does not relieve SUBCONTRACTOR from its responsibility to perform all WORK per applicable standards of care, building codes, and the CONTRACT DOCUMENTS.

3.6 SUBCONTRACTOR shall comply with all parking & traffic control requirements provided by CONTRACTOR.

3.7 Any known conflicts or ambiguities in the CONTRACT DOCUMENTS, SCHEDULE, or PSA must be brought to the immediate attention of CONTRACTOR before proceeding.

3.8 SUBCONTRACTOR shall provide CONTRACTOR with all warranty documentation, operating instructions, remote controls (if any), and maintenance requirements for materials and equipment it has supplied. These items must be provided to CONTRACTOR before SUBCONTRACTOR submits it last application for payment.


3.9 SUBCONTRACTOR shall not proceed with any additional work on a verbal authorization from anyone. No additional work shall be performed unless there is change order signed by CONTRACTOR.

3.10 Access to the PROJECT site is limited to SUBCONTRACTOR's personnel who are directly working on the PROJECT. No other visitors shall be given access to the PROJECT without express permission CONTRACTOR.

3.11 SUBCONTRACTOR shall, before signing a PSA, complete all field measurements and make any adjustments in pricing or quantities listed therein. Once a PSA is signed, the CONTRACT PRICE shall not be changed, and no other costs shall accrue, unless a change order is signed by CONTRACTOR and SUBCONTRACTOR.

3.12 SUBCONTRACTOR shall work cooperatively with other subcontractors at the PROJECT to ensure proper integration of all of their respective work and materials. Coordination efforts shall be communicated to CONTRACTOR before WORK is performed, to ensure that performance does not interfere with other activities. CONTRACTOR’s coordination directions shall be adhered to by SUBCONTRACTOR at all times.

3.13 All materials furnished by SUBCONTRACTOR must be of good quality, new unless otherwise agreed in writing, and free from fault and defects, and must comply with both the PSA and the CONTRACT DOCUMENTS. Any substitutions to materials listed in the PSA must be approved by CONTRACTOR, in writing, prior to ordering and installation. SUBCONTRACTOR shall be solely responsible for the cost of materials substituted without prior written approval, as well as costs for replacement with the materials identified in the PSA.

3.14 Punch list work shall be completed on an on-going basis at each phase or stage of work performed as directed by CONTRACTOR, in its sole discretion. Correction of any defects and/or deficiencies (including materials and WORK which fails to comply with both the PSA and the CONTRACT DOCUMENTS) shall be the responsibility of SUBCONTRACTOR including all other impacted finish surfaces and materials due to defects and/or deficiencies. SUBCONTRACTOR shall replace or repair any defects and/or deficiencies related to SUBCONTRACTOR’s WORK as pointed out by CONTRACTOR, OWNER and/or any building inspector, at no additional cost.

4. CHANGES

4.1 Each PSA includes all requirements needed to complete WORK called for in that PSA. No additional charges will be applied for materials or services needed to complete such WORK, beyond that stated in the PSA. SUBCONTRACTOR understands and agrees that no change orders or contract additions will be made unless agreed to, in writing, by CONTRACTOR prior to WORK being performed. If any additional materials are supplied or work performed which is not provided for in the PSA, the SUBCONTRACTOR proceeds at its own risk and expense. No alterations, additions can be made without a signed change order signed CONTRACTOR.

5. UNSUITABLE CONDITIONS

5.1 Deficiencies in existing site conditions or the work of other trades which impacts SUBCONTRACTOR’s WORK, or if If SUBCONTRACTOR deems that surfaces to which its WORK are to be applied or affixed are deficient, defective, or unsuitable, for any reason, SUBCONTRACTOR must provide CONTRACTOR with written notification of such conditions immediately, and SUBCONTRACTOR shall not proceed further until it receives written instructions from CONTRACTOR with respect to such conditions. If SUBCONTRACTOR (a) fails to notify CONTRACTOR of such conditions, in writing, within forty-eight (48) hours after discovery of such conditions, or (b) proceeds without written instructions from CONTRACTOR, SUBCONTRACTOR will be deemed to have waived any right to additional compensation or additional time arising out of such conditions. Failure to provide CONTRACTOR with notice of such conditions before proceeding with its WORK shall also be deemed an acknowledgement that there are no conditions present which interfere with or adversely impact SUBCONTRACTOR’s WORK. If SUBCONTRACTOR fails to comply with these requirements, it may be held responsible for resultant costs, expenses, delays and/or damages (if any).



6. WARRANTY

6.1 SUBCONTRACTOR warrants its WORK, including all labor, materials and equipment furnished, against all defects and/or deficiencies in workmanship and materials, for a period of one (1) year from the completion of all works of improvement at the PROJECT in its entirety, regardless of the date of expiration of any manufacturer's warranty, unless a different warranty time period is specified in a PSA. SUBCONTRACTOR warrants that its WORK complies with the CONTRACT DOCUMENTS. SUBCONTRACTOR further warrants that all components specified, required or used to satisfactorily complete the installation are compatible with each other, as well as the conditions of installation and expected use, and that the overall effective integration and correctness of individual parts and the whole of the system.

6.2 SUBCONTRACTOR shall perform CONTRACTOR's warranty to the OWNER under the PRIME CONTRACT for materials supplied and WORK performed under this MCA and each PSA. SUBCONTRACTOR agrees, at its own expense, and within seven (7) days, to correct all defects and/or deficiencies to CONTRACTOR’s reasonable satisfaction. If corrections are not made within that time, CONTRACTOR shall have the right to have all defects and/or deficiencies remedied at the sole expense of SUBCONTRACTOR, including expenses paid or incurred by CONTRACTOR to remedy such defects and/or deficiencies. These obligations shall survive occupancy, completion of construction, acceptance and final payment to SUBCONTRACTOR.

7. DEFENSE & INDEMNITY OBLIGATIONS

7.1 To the fullest extent permitted by law, SUBCONTRACTOR shall defend, indemnify and hold harmless the CONTRACTOR and OWNER, as well as their principals, officers, directors, shareholders, managers, related entities, parent companies, subsidiaries, agents and personnel (collectively “INDEMNIFIED PARTIES”) from and against any and all claims, demands, liabilities, damages, losses, costs, judgments, insurance deductibles and expenses, including all attorney’s fees and costs, of every kind and nature which are alleged to have arisen, directly or indirectly, in whole or in part, out of any WORK provided by SUBCONTRACTOR or its sub-subcontractors, under this MCA or any PSA (including all change orders), materials supplied by SUBCONTRACTOR or its suppliers or sub-subcontractors, as well as all liability arising from designs or specifications submitted or created by SUBCONTRACTOR, all liability arising from the alleged wrongful recording and/or enforcement of a lien of SUBCONTRACTOR or its suppliers or sub-subcontractors, and all claims seeking to hold CONTRACTOR responsible for payment of SUBCONTRACTOR’s personnel pursuant to Labor Code §218.7 or any similar statute (hereinafter “CLAIMS”), except to the extent the CLAIMS arise out of, pertain to, or relate to the negligence of CONTRACTOR or CONTRACTOR’s other agents, servants, or other independent contractors who are directly responsible to the CONTRACTOR, or for defects in design furnished by those persons, or to the extent the CLAIMS do not arise out of materials supplied by and/or WORK performed by the SUBCONTRACTOR or any of its sub-subcontractors. SUBCONTRACTOR shall make good and reimburse the INDEMNIFIED PARTIES for any expenditures and obligations arising from CLAIMS, including reasonable attorney’s fees incurred by reason of such CLAIMS, and will immediately defend the INDEMNIFIED PARTIES against any such CLAIMS or suits, at SUBCONTRACTOR’s sole cost and expense.

7.2 To the fullest extent permitted by law, SUBCONTRACTOR expressly assumes all liability imposed on the INDEMNIFIED PARTIES alleged to arise from, relate or pertain to SUBCONTRACTOR’s involvement with each PROJECT, including but not limited to, acts, omissions and/or failure of SUBCONTRACTOR or its suppliers or sub-subcontractors to comply with their duties and/or obligations, including damages caused by SUBCONTRACTOR’s failure to comply with CONTRACTOR’s instructions, requests or requirements, failure to adhere to the SCHEDULE, deviation from the CONTRACT DOCUMENTS, alleged deficiencies in designs supplied by SUBCONTRACTOR, as well as alleged or actual defects or deficiencies in SUBCONTRACTOR’s WORK. Upon request by CONTRACTOR, SUBCONTRACTOR shall immediately defend all suits brought against INDEMNIFIED PARTIES on account of such claims of liability, pay all settlements or judgments assessed or rendered against the INDEMNIFIED PARTIES, and reimburse the INDEMNIFIED PARTIES for all related expenditures and expenses, including all costs, expert fees and attorney’s fees incurred by them.

7.3 SUBCONTRACTOR’s duties and obligations to defend the INDEMNIFIED PARTIES is immediate. It arises immediately upon written notice of any claim, demand, action or suit being provided by any of the INDEMNIFIED PARTIES. SUBCONTRACTOR’s obligations and duty to defend are as broad as allowed by law and apply regardless of whether the INDEMNIFIED PARTIES’ liability or fault has been determined.

7.4 It is the express intent of the parties that the SUBCONTRACTOR’s duty to defend, at its own expense, any claim, demand, action, suit or litigation brought against the INDEMNIFIED PARTIES founded upon any claim, demand, suit or litigation which is subject to this indemnity agreement is a separate and specific promise from any obligation or duty to indemnify the INDEMNIFIED PARTIES. No dispute between SUBCONTRACTOR and the INDEMNIFIED PARTIES shall in any way excuse, delay, forgive, or otherwise prevent the enforcement of the SUBCONTRACTOR’s defense obligations.

7.5 To the fullest extent permitted by law, the INDEMNIFIED PARTIES shall, in their sole and complete discretion, be entitled to select the attorneys at law to defend them against any claim, demand, suit or litigation. The INDEMNIFIED PARTIES may change counsel at any time. This defense obligation shall not limit the defense and/or additional insured obligations of the SUBCONTRACTOR’s insurance carriers.

7.6 SUBCONTRACTOR must require all of its sub-subcontractors to indemnify, hold harmless and defend the INDEMNIFIED PARTIES in the same manner and to the same extent as SUBCONTRACTOR, but such obligations of sub-subcontractors does not negate SUBCONTRACTOR’s defense and indemnity obligations.

8. LIENS

8.1 SUBCONTRACTOR shall fully protect, indemnify, defend and hold harmless CONTRACTOR and OWNER from and against any and all liens of SUBCONTRACTOR and its suppliers and sub-subcontractors for (a) WORK not yet performed, (b) WORK for which payment is not yet due, and (c) WORK for which SUBCONTRACTOR has already been paid. If there is evidence of such liens, CONTRACTOR shall have the right to retain, out of monies owed, amounts sufficient to defend, indemnify and protect CONTRACTOR and OWNER against such liens. In the event that any such liens are recorded, SUBCONTRACTOR shall remove or discharge such liens by bonding or other means, within seven (7) days after CONTRACTOR provides written notice, and if SUBCONTRACTOR fails to do so, CONTRACTOR shall, in addition to its other rights hereunder, have the right to remove and discharge such liens, at SUBCONTRACTOR’s expense.

9. INSURANCE

9.1 SUBCONTRACTOR agrees to obtain and carry, at its cost, insurance with the requirements stated in this MCA, for the duration of all WORK provided by SUBCONTRACTOR and/or its suppliers and sub-subcontractors at each PROJECT, plus one (1) year beyond. All coverage shall be occurrence based and not claims-made policies. Standard ACORD form insurance certificates must be received by CONTRACTOR before the supply or materials and/or commencement of any WORK by SUBCONTRACTOR and/or its supplier/sub-subcontractors. Insurance is to be issued by companies to which CONTRACTOR does not have a reasonable objection. Insurance certificates must state that all coverages are in effect and will not be cancelled without thirty (30) days prior written notice to CONTRACTOR. CONTRACTOR and OWNER shall be additionally insured for the duration of all WORK provided by SUBCONTRACTOR and/or its suppliers and sub-subcontractors at each PROJECT, plus one (1) year beyond. CONTRACTOR reserves the right to review certified copies of all insurance policies. If SUBCONTRACTOR subcontracts any of its WORK, SUBCONTRACTOR must ensure that all sub-subcontractors maintain insurance with the same requirements applicable to SUBCONTRACTOR, and furnish insurance certificates to CONTRACTOR before they provide any services or materials for the PROJECT.

9.2 Insurance of SUBCONTRACTOR and its sub-subcontractors shall comply with the following terms/conditions:
(1) Severability of Interest. All insurance carried shall be endorsed to provide that since the policy is written to cover more than one insured, all terms, conditions, insuring agreements and endorsements (other than limits of liability) shall operate in the same manner as if there were a separate policy covering each insured.
(2) Automobile Liability Insurance. SUBCONTRACTOR shall maintain comprehensive automobile insurance, including contractual liabilities insuring the indemnities in this MCA and any PSA, covering all owned, non-owned and hired automobiles used in connection with the services or other WORK, with minimum bodily injury and property damage limits of $1,000,000.00 combined single limit per occurrence.
(3) Workers' Compensation Insurance. SUBCONTRACTOR shall maintain Workers' Compensation Insurance to cover the statutory limits of the Workers' Compensation laws of the state California and, if applicable, Federal Laws, Voluntary Compensation and Employer's Liability (including occupational disease) coverage with limits not less than $1,000,000.00 per occurrence.
(4) General Liability Insurance. SUBCONTRACTOR shall obtain and maintain Comprehensive Commercial General Liability Insurance, on an occurrence form for the hazards of construction operation, subcontractors and independent contractors, products and completed operations (with completed operations to remain in force for one (1) year following project completion), explosion and collapse, and contractual liability insuring the indemnities in this MCA, with minimum limits of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate.
(5) Waiver of Subrogation. All insurance policies supplied shall include a waiver of any right of subrogation of the SUBCONTRACTOR’s insurers against CONTRACTOR, OWNER, and all their assigns, subsidiaries, affiliates, employees, insurers and underwriters.
(6) Additional Insured. With the exception of Workers’ Compensation Insurance, insurance provided by SUBCONTRACTOR shall name the CONTRACTOR, OWNER, and all their assigns, subsidiaries and affiliates as expressly identified additional insureds at all times required as stated in this MCA. Original endorsements per forms CG 20 10 07 04 (ongoing operations) and CG 20 37 07 04 (completed operations), must be provided (alternate forms only accepted if agreed by CONTRACTOR in writing).
(7) Insurance Primary. All policies of insurance provided shall be written as primary policies, not contributing with and not in excess of the coverage of the insurance of CONTRACTOR and/or the OWNER.
(8) No Limitation of Liability. The required coverages referred to herein shall in no way affect, nor limit SUBCONTRACTOR's liability with respect to this MCA or any applicable PSA.
(9) Sub-Subcontractors' Insurance. SUBCONTRACTOR shall ensure that its sub-subcontractors for each PROJECT (if any) also obtain and maintain coverage fulfilling each of these insurance requirements.
(10) If the OWNER provides Builders' Risk insurance, each party making a claim will be responsible for its portion of any deductible.
(11) SUBCONTRACTOR shall furnish CONTRACTOR with Certificates of Insurance acceptable to CONTRACTOR each year for each policy required under this MCA.

10. LOSSES

10.1 SUBCONTRACTOR agrees that it bears responsibility to carefully protect, watch over, and care for its WORK and all of its materials, supplies, tools and equipment, and acknowledges that it shall not look to CONTRACTOR to make good any loss or damage to any and all such WORK, materials, supplies, tools and equipment.

10.2 In the event of a loss by fire or other casualty, SUBCONTRACTOR shall, as soon as possible thereafter, proceed to replace, restore or repair the portions of its WORK so damaged, as directed by CONTRACTOR. If SUBCONTRACTOR is included under a Builder's Risk Policy as to such loss, then SUBCONTRACTOR shall forthwith comply with all required claim procedures, and agrees to accept as total compensation for such loss the net amount paid to CONTRACTOR on SUBCONTRACTOR's behalf by the insurer after deduction of SUBCONTRACTOR's proportionate share of CONTRACTOR's expense in connection with the recovery of such proceeds including professional experts, attorney’s fees and other costs/expenses.

11. TERMINATION, ABANDONMENT OR SUSPENSION OF THE PRIME CONTRACT

11.1 If the PRIME CONTRACT is terminated, abandoned or suspended, CONTRACTOR shall, at its option, have the right to terminate, abandon or suspend the WORK set forth in the related PSA, as of the date of such action. If a PSA is terminated, abandoned or suspended, SUBCONTRACTOR shall only be entitled to compensation for the materials it had supplied and the WORK it had completed prior to the effective date of the termination or suspension. SUBCONTRACTOR will not be entitled to any additional compensation or damage for suspensions, unless CONTRACTOR receives additional compensation from OWNER, and a PSA change order is issued which sets forth the additional compensation which SUBCONTRACTOR will be paid due to such suspension. In no event shall SUBCONTRACTOR be entitled to lost profits, unabsorbed overhead, or consequential damages of any kind which are caused, in whole or in part, by suspension or termination of this MCA or any PSA, and SUBCONTRACTOR expressly waives any and all claims for such damages.
12. DEFAULT

12.1 If SUBCONTRACTOR becomes insolvent or makes an assignment for the benefit of creditors, fails to timely or reasonably supply materials or perform its WORK required by any PSA, fails to have active appropriate licensure with the CSLB for WORK it performs, fails to promptly pay for all labor and materials used, or otherwise fails to perform any of its duties or obligations under this MCA or any PSA, SUBCONTRACTOR shall be deemed to be in default. If SUBCONTRACTOR is found to be in default, CONTRACTOR may take those actions which are lawful and believed to be reasonably necessary as a result of such default, including but not limited to, having any remaining elements of SUBCONTRACTOR’s WORK be performed by others. Such actions will not terminate SUBCONTRACTOR’s insurance, defense or indemnity obligations.

12.2 If CONTRACTOR exercises its default rights, it shall be entitled to recover all costs incurred and all moneys reasonably expended as a result, including the additional costs to have others supply materials and/or perform the WORK which was to be performed by SUBCONTRACTOR, plus reasonable overhead and profit.

13. APPLICABLE LAW AND VENUE

13.1 The law of the state of California shall be applicable to the terms and conditions of this MCA and each PSA. All disputes relate to this MCA and each PSA shall be resolved in the state of California, county of Orange.

14. TAXES AND COMPLIANCE WITH LAWS

14.1 Taxes are included in the price to be paid SUBCONTRACTOR under each PSA. SUBCONTRACTOR assumes exclusive liability for, and agrees to pay obligations owed by SUBCONTRACTOR or any of its suppliers or sub-subcontractors related to any WORK provided for CONTRACTOR, including but not limited to: all taxes, contributions owed under any federal, state, or other law (including contributions required to be withheld from or in respect of wages and salaries of its personnel or the personnel of its suppliers or sub-subcontractors), including interest, and penalties; all taxes owed in connection with the WORK and all materials provided by or on behalf of SUBCONTRACTOR for the PROJECT, including but not limited to, all sales taxes, use taxes, income tax, tariffs, importation charges, customs fees and excise taxes, including interest and penalties, referable to this MCA or any PSA, or anything to be done or furnished thereunder; and all permits, fees and licenses relative to the WORK. If CONTRACTOR pays any such taxes, contributions, interest or penalties, SUBCONTRACTOR shall, on demand, immediately reimburse CONTRACTOR, or CONTRACTOR may deduct the same from monies otherwise due SUBCONTRACTOR.

14.2 SUBCONTRACTOR shall obtain all appropriate permits and inspections related to its WORK, and shall secure and pay for such permits and inspections, and the cost therefore shall be deemed to be included in the CONTRACT PRICE listed in the PSA. SUBCONTRACTOR shall confirm what permits and/or inspections are required for its WORK, and ensure that all such required permits and inspections are obtained.

14.3 SUBCONTRACTOR agrees to fully comply with all federal, state or local laws, ordinances, rules, regulations and administrative orders which are applicable to the materials supplied and WORK performed by SUBCONTRACTOR and its suppliers and sub-subcontractors, and SUBCONTRACTOR agrees to indemnify and hold CONTRACTOR harmless for any violations thereof.

14.4 SUBCONTRACTOR agrees to abide by and comply with all applicable labor and employment rules and regulations, at all times.

14.5 SUBCONTRACTOR must strictly adhere to all CAL/OSHA requirements, and all other safety guidelines and requirements applicable to the area where the PROJECT is located. It is SUBCONTRACTOR’s obligation to ensure it is familiar with all applicable safety guidelines and requirements, and ensure that it strictly adheres to all such safety guidelines and requirements, including those applicable COVID-19. This obligation includes the requirement SUBCONTRACTOR and its sub-subcontractors to have and use appropriate construction clothing and footwear, hard-hats, hearing protection, safety glasses, masks/respirators, gloves, sanitation measures, and fall protection. SUBCONTRACTOR must immediately notify CONTRACTOR of any conditions at the believed to be dangerous, harmful or not in compliance with CAL/OSHA or any other applicable safety guidelines or requirements. SUBCONTRACTOR shall provide drinking water for all personnel under its direction. Personnel breaks shall be confined to the area(s) approved by CONTRACTOR and OWNER. No glass bottles are permitted at the PROJECT, at any time.

14.6 Dealing with hazardous materials, waste or asbestos requires specialized training, processes, precautions and licenses. Unless SUBCONTRACTOR has been retained to handle, disturb, remove or transport hazardous materials, waste or asbestos, if SUBCONTRACTOR discovers such hazardous materials, SUBCONTRACTOR shall notify the CONTRACTOR immediately and allow the CONTRACTOR to contract with a properly licensed and qualified hazardous material contractor.

14.7 SUBCONTRACTOR’s failure to strictly comply with Section 14 will be deemed a material breach of this MCA, and SUBCONTRACTOR shall be held responsible for all damages resulting from any such failure to comply.

15. DESIGN DOCUMENTS, SAMPLES AND SHOP DRAWINGS

15.1 If required by a PSA, SUBCONTRACTOR shall submit samples, shop drawings, sketches and all other data requested pertaining to the materials it is to supply and the WORK it is to perform. SUBCONTRACTOR shall be solely responsible for ensuring the accuracy and completeness of all such samples, shop drawings, sketches and all other data.

15.2 The dimensions provided in the CONTRACT DOCUMENTS may be approximate. Any deviation from given specifications or dimensions must be brought to the immediate attention of CONTRACTOR, in writing. SUBCONTRACTOR shall not proceed with its WORK until all outstanding variances and ambiguities in the CONTRACT DOCUMENTS are fully and completely resolved, CONTRACTOR provides approval to proceed.

15.3 SUBCONTRACTOR shall take measurements at the PROJECT to ensure the proper matching and fitting of the WORK covered by this MCA and any related PSA with contiguous work of others and shall do all cutting and patching necessary to make its WORK fits that of other trades.

15.4 Before and while proceeding with the WORK under this MCA and any related PSA, SUBCONTRACTOR shall accurately check everything previously, or being done, by other trades in any way relating to SUBCONTRACTOR's WORK and determine the correctness of same. Any failure of SUBCONTRACTOR to detect or report discrepancies to CONTRACTOR, in writing, before disturbing them relieves CONTRACTOR of any claims by SUBCONTRACTOR to be compensated for any costs, expense or damage resulting there from.

16. SUB-SUBCONTRACTORS

16.1 SUBCONTRACTOR shall notify CONTRACTOR of all proposed sub-subcontractors it intends to utilize at least seven (7) before such sub-subcontractors perform any WORK at the PROJECT. If CONTRACTOR rejects the use of such sub-subcontractor, SUBCONTRACTOR shall not use the rejected sub-subcontractor on the PROJECT. Failure of CONTRACTOR to reject proposed sub-subcontractors shall not constitute approval of them, nor shall it relieve SUBCONTRACTOR of full responsibility for their WORK.

16.2 SUBCONTRACTOR agrees that it will have written subcontract agreements with all sub-subcontractors it retains in connection with this MCA and any related PSA, and that such agreements must confirm the obligation of all such sub-subcontractors to comply with the licensure, safety, insurance, defense, indemnity, and dispute resolution terms and procedures listed in this MCA. If requested, SUBCONTRACTOR shall, within seven (7) days, furnish CONTRACTOR with true and correct copies of all material orders and sub-subcontracts.

17. APPROVAL

17.1 Each PSA shall be binding only after CONTRACTOR has been provided with a fully signed copy of the PSA. This MCA shall remain in full force and effect regardless of whether a PSA is rejected, cancelled, terminated or abandoned.
18. GENERAL TERMS AND CONDITIONS

18.1 SUBCONTRACTOR shall be and is an independent contractor and assumes all of the rights, obligations and liabilities applicable to it as such.

18.2 CONTRACTOR and SUBCONTRACTOR agree to the use of electronic communications (including to email, DocuSign or similar electronic document control systems) for documents, proposals, invoices, contracts, change orders, memos, etc. CONTRACTOR and SUBCONTRACTOR agree that photocopies, faxed or scanned and electronically transmitted/emailed copies of signatures are permitted, and shall have the same force and effect as an original signature. SUBCONTRACTOR agrees to provide its designated email addresses for the PROJECT at least seven (7) days prior to the performance of any WORK, and to immediately notify CONTRACTOR of any email address changes. Likewise, communications with CONTRACTOR shall be directed to the email addresses provided by CONTRACTOR for the PROJECT.

18.3 This MCA and each related PSA shall bind the representatives, executors, administrators, successors, receivers, and assigns of the parties hereto.

18.4 No provision in this MCA or any related PSA shall create or provide any third party beneficiary rights in addition to those legally existing in the absence of such provision.

18.5 Waiver of any breach of this MCA or any PSA, or non-enforcement of any provision, shall not constitute a waiver of any subsequent breach of the same or any other provision thereof, nor prevent future enforcement.

18.6 Paragraph headings are intended for general reference purposes only, but are not intended to limit, restrict or modify the contents of any such paragraph.

18.7 SUBCONTRACTOR and its sub-subcontractors shall be responsible for daily clean-up, as well as final cleanup, and removal of their construction debris, cans, wrappers, and/or other waste, at SUBCONTRACTOR’s expense. SUBCONTRACTOR shall ensure that the areas of the PROJECT it has utilized to be maintained in as clean of condition as is possible during the performance of the WORK, and shall reasonably clean such areas once the WORK is completed. Debris will not be permitted to accumulate to the extent that it interferes with PROJECT access, safety, or the work of others. Upon final completion of its WORK, SUBCONTRACTOR will promptly remove all excess materials, tools, and structures that may have been brought onto the PROJECT or erected by SUBCONTRACTOR. If SUBCONTRACTOR fails to comply with these requirements, CONTRACTOR may perform such obligations, and hold SUBCONTRACTOR responsible for all associated costs and expenses.

18.8 SUBCONTRACTOR shall at all times, respect the work of others at the PROJECT and take all necessary precautions to avoid damaging the PROJECT, and the work and materials provided by others. If any work or materials provided by others at the PROJECT are damaged by SUBCONTRACTOR or its sub-subcontractors, SUBCONTRACTOR shall be solely responsible for the replacement cost of all damages caused thereby. All workers shall stay within the boundaries of the workspace.

18.9 The persons signing this document on behalf of CONTRACTOR and SUBCONTRACTOR both affirm that they are able to read and understand the English language with ease, and that they can easily read and understand the text in this MCA.

18.10 No photography or video of any kind shall be permitted at the PROJECT, unless express permission is provided by CONTRACTOR.

18.11 All personnel of SUBCONTRACTOR and its sub-subcontractors must conduct themselves in a professional manner at the PROJECT at all times. No profanity, spitting, loud music, placing graffiti or any crude behavior will be tolerated at any time on the PROJECT. Personnel of SUBCONTRACTOR and its sub-subcontractors must use portable toilet facilities to relieve themselves. Failure to adhere to this provision shall be grounds for CONTRACTOR to immediately terminate the remainder of the WORK to be performed pursuant with the PSA.
19. ARBITRATION OF DISPUTES

19.1 Any and all disputes between SUBCONTRACTOR and CONTRACTOR, including but not limited to, all claims and controversies arising out of or related to this MCA or any PSA, or the breach thereof, shall be submitted to binding arbitration with JAMS in its Orange County, California upon the written request of either party on the other. The parties shall jointly agree to appoint one person with JAMS in Orange County, California to act as the arbitrator to resolve their disputes. If the parties cannot agree on the selection of an arbitrator within 30 days of either party’s written demand for arbitration, each party will name one neutral, and the two named neutrals will thereafter select a single neutral arbitrator with JAMS in Orange County, California who will act as the sole arbitrator for all claims and disputes between SUBCONTRACTOR and CONTRACTOR. The arbitration shall be conducted pursuant to the provider’s Construction Arbitration Rules, but SUBCONTRACTOR and CONTRACTOR shall each have the right of discovery in connection with any arbitration proceeding in accordance with Code of Civil Procedure §1283.05. The venue for the arbitration and/or any legal dispute, shall be Orange County, California. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

19.2. If the PRIME CONTRACT calls for the use of a different dispute resolution procedure and/or provider, and claims are also asserted between the OWNER and CONTRACTOR related to a PROJECT, then CONTRACTOR and SUBCONTRACTOR agree to the utilization of the dispute resolution procedure and provider provided for in the PRIME CONTRACT, in place of the dispute resolution procedure and provider provided for in the forgoing paragraph. If any litigation or arbitration is pending between the OWNER and CONTRACTOR related to any PROJECT for which SUBCONTRACTOR has supplied materials or performed work or services of any kind, and any claims are asserted in such litigation or arbitration which is alleged to arise out of or relate to any act, omission, materials supplied, or work performed by SUBCONTRACTOR, SUBCONTRACTOR agrees to be joined as a party to such litigation or arbitration, so that all disputes involving a PROJECT may be decided in the same litigation or arbitration.

19.3. By signing the space below, CONTRACTOR and SUBCONTRACTOR agree to have all disputes between them decided by binding arbitration, and each understands that they are giving up the following: (1) their right to have disputes litigated in a court of law, (2) their constitutional right to a trial by jury, and (3) their right to appeal any decisions made regarding the dispute. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under applicable California law.

WE HAVE READ, UNDERSTAND AND AGREE TO THE FORGOING.



____________________________________ ________________________________
(signature on behalf of SUBCONTRACTOR) (signature on behalf of CONTRACTOR)


20. ATTORNEY’S FEES AND LITIGATION COSTS

20.1 If CONTRACTOR and SUBCONTRACTOR become involved in litigation or arbitration relating to any claim in law or equity, the prevailing party shall be fully compensated for the costs and expenses associated with its participation in such legal proceedings, including but not limited to, all reasonable attorney's fees, expert fees, court/arbitration expenses and costs of suit. The amount of attorney’s fees awarded shall not be set pursuant to a fixed schedule or computation method, but shall instead provide for the recovery of all attorney's fees, costs and expenses actually and reasonably incurred in conjunction with the dispute between CONTRACTOR and SUBCONTRACTOR. If there is deemed to be a conflict between this clause and any other portion of this MCA or any PSA, or any other document or contract between or binding on the parties to this MCA, this clause shall supersede and take precedence over all other conflicting terms or conditions.




21. REQUIREMENTS PERTAINING TO PAYMENT OF THE PERSONNEL OF SUBCONTRACTOR AND ITS SUB-SUBCONTRACTORS.

21.1 California Labor Code §218.7 provides terms regarding the obligations for the payment of the personnel of subcontractors. This code contains requirements for subcontractors to provide copies of documentation needed to verify that subcontractor personnel have been paid. If CONTRACTOR believes that personnel of either SUBCONTRACTOR or its sub-subcontractors have not been paid, CONTRACTOR may request information and/or documentation in accordance with Labor Code §218.7. If any such request is made, SUBCONTRACTOR shall be obligated to fully cooperate with CONTRACTOR and provide all statutorily required information and documentation within seven (7) days of CONTRACTOR’s request. Failure of SUBCONTRACTOR to comply with the requirements of this provision shall be deemed to be a material breach of this agreement, and entitle (but not require) CONTRACTOR to immediately terminate all PSAs, this MCA.

22. SEVERABILITY

22.1 The provisions of this MCA and any PSA are severable, existing separately and apart from one another, and if any part of this MCA or any PSA are found to be unenforceable, the other portions shall remain fully valid and enforceable. This MCA and any PSA shall survive the termination of any paragraph, provision or portion which may be deemed to be void or unenforceable.

23. CONTRACT JOINTLY NEGOTIATED

23.1 The parties acknowledge and agree that this MCA and each PSA have been entered into in good faith and that each of the parties have signed this MCA and each subsequent PSA after independent investigation and without knowledge of any fraud, duress, or undue influence. Since this MCA, together which each PSA, are intended to be the full and final agreement of the parties, and are intended to supersede and replace all prior discussions, communications, quotations and proposals, whether oral or in writing. This MCA and each PSA shall not be construed as if they had been prepared by one of the parties, but rather as if all parties had prepared them.

24. RIGHT TO CONSULTATION

24.1 Each party to this MCA and each PSA acknowledge that he/she/they have been given the opportunity to consult with an attorney regarding the provisions of these documents and to obtain the consent of his/her/its attorney to the form and content thereof.

25. ASSIGNMENT

25.1 SUBCONTRACTOR shall not assign or subcontract any portion of this MCA or any PSA, or any interest therein, and no such assignment shall be binding unless and until accepted by CONTRACTOR, in writing.

26. TERMINATION OF THE MASTER CONTRACTUAL AGREEMENT

26.1 The MCA shall remain in effect until either party requests, in writing, that the MCA be terminated. Termination shall become effective thirty (30) days after written notice of termination. Termination of this MCA shall not invalidate, reduce or diminish the rights of CONTRACTOR or SUBCONTRACTOR which arose prior to termination, or to seek enforcement of their rights pursuant with the MCA, including but not limited to the right to pursue claims resulting from the breach of any obligation provided for through the MCA. All contractual duties and obligations which existed prior to the termination, including but not limited to, all warranties, insurance obligations, repair obligations, and all defense and indemnity obligations, will survive and remain in effect even after termination of a MCA. Termination of this MCA will not dispose of any of the terms of the MCA, but instead will simply terminate the ability of the parties to utilize the terms of this MCA for any PSA entered into more than thirty (30) days after written notice of termination.

26.2 Any notice of termination shall be served by personal delivery, Certified Mail, Federal Express (FedEx), UPS, or such other private mail carrier sufficient to provide verification of the date of providing notice to the other party. If notice is provided by mail carrier, notice shall be sent to the last known address of the other party, and shall be deemed made on the date of deposit with the carrier.

27. THE MCA IS NOT A GUARANTEE THAT CONTRACTOR WILL RETAIN SUBCONTRACTOR

27.1 Entering into this MCA is not a promise or guarantee that CONTRACTOR will, at any point in time in the future, utilize the services of SUBCONTRACTOR.

I AGREE TO THE FORGOING TERMS AND CONDITIONS, AFFIRM THAT I AM AUTHORIZED TO SIGN THIS CONTRACT ON BEHALF OF SUBCONTRACTOR, AND CONFIRM THAT I HAVE OBTAINED ALL NECESSARY APPROVAL TO ENTER INTO AND SIGN THIS CONTRACT, BEFORE SIGNING BELOW.



DATE:_____________________ Signature: ____________________________________

Name: ____________________________________

Title: Authorized signatory for (name of subcontractor)


I AGREE TO THE FORGOING TERMS AND CONDITIONS, AFFIRM THAT I AM AUTHORIZED TO SIGN THIS CONTRACT ON BEHALF OF CONTRACTOR, AND CONFIRM THAT I HAVE OBTAINED ALL NECESSARY APPROVAL TO ENTER INTO AND SIGN THIS CONTRACT, BEFORE SIGNING BELOW.




DATE:_____________________ Signature: ____________________________________

Name: Arman Tehrani

Title: Authorized signatory for ASAD Holdings LLC DBA OrangeBlue"