Market Partner Agreement

Insurance:

At Market Partner’s sole cost and expense, and as a material terms and condition of the Agreement, Market Partner agrees to obtain, provide and keep in full force and effect during the term of this Agreement, insurance policies in the following minimum coverage’s, which insurance shall include, but no be limited to, protection from faulty workmanship claims which may arise out of, or result from, in whole or in part, Market Partner’s performance of its obligations under this Agreement for the furnishing of its services, labor and/or materials, whether performed or furnished by Market Partner, any subcontractor or supplier of Market Partner, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:

a) Commercial general liability in the amount of $1,000,000.00 per occurrence limit and naming the Construction Company as an Additional Named Insured pursuant to an endorsement acceptable to Construction Company. The insurance required under this sub-paragraph shall be of sufficient type, scope, and duration to ensure coverage of the Market Partner and Construction Partner related to any manifestation date within the applicable statues of limitation and or repose, which apply, to any work performed by Market Partner on behalf of the Construction Company.

Market Partner’s insurance carrier must be rated A or better by AM Best.

b) Statutory workers’ compensation if full compliance with the laws of the state where the work is being performed.

Note: State of Florida or other state Worker’s Compensation Exemptions will NOT be accepted by Construction Company’s adequate coverage for worker’s compensation. Those Market Partners utilizing leased employees are responsible for making certain that any/all workers on Construction Company’s job sites are included in their list of leased employees on file with their leasing company and covered by worker’s compensation insurance as required under this agreement.

A 30-day written notice of cancellation Construction Company is required for all policies.

Market Partner’s insurance coverage is primary and non-contributory to Construction Company’s coverage.

An Accord Certificate of Insurance naming the Construction Company as the certificate holder and evidencing the aforesaid coverage’s must be received by the Construction Company before a purchase order can be issued and/or payment made there under. In connection with Construction Company’s furnishing of any labor and /or materials pursuant to the terms of this Agreement, Construction Company shall require that its subcontractors maintain insurance coverage’s with the same insured’s and limits as the afordescribed coverage’s. Market Partner is responsible for supplying updated Accord Certificates upon renewals of policies. Construction Company reserves the right to hold payment on work performed and/or suspend future work until such updated certificated are received.

Market Partner hereby waives and shall cause its subcontractors and suppliers and their insurer(s) to waive all rights of subrogation against Construction Company, its managers, members, officers, directors and employees in the event of any covered loss under the policies described, excepted worker’s compensation policy. Market Partner shall be solely responsible, at its sole expense, for any damage, loss or injury to its equipment, materials or tools delivered to or stored on a job-site but not installed or completely incorporated as a permanent part of a house or building under construction at the job-site.

Payments: No payments will be issued without an approved written invoice from Market Partner. No officer, employee or agent of the Construction Company is authorized to verbally request a Market Partner to furnish services, labor and or material and Market Partner agrees that no labor and or material shall ever by furnished pursuant to a verbal direction or request. Market Partner expressly waives any right or claim for payment for services, labor and or material that is furnished without a written approved invoice/PO or VPO, and releases the Construction Company and the property owner from any claims or actions, whether legal or equitable, that might be asserted in regard to the same.

An employee of the Construction Company will approve the invoice/PO or VPO for payment after work is fully completed. If Market Partner is using a Measurement Purchase Order, then it must fax appropriate invoices to the Construction Company so that the Measurement Purchase Order can be adjusted for quantity prior to approval and payment. Payment checks will reference invoice number Market Partner has the responsibility of educating its accounting personnel with regards to Construction Company’s Purchase Order system.

Any claim for non-payment for services, labor or materials delivered under a valid invoice/ PO or VPO must be made in writing and delivered to Construction Company within 60 days of the performance of services or labor or delivery of the materials The service of such notice of non-payment shall be a condition precedent to Market Partner’s right to recover for non-payment and no action for the services; labor or materials may be instituted unless the notice has been given.

OBLIGATIONS OF MARKET PARTNER (INCLUDING MARKET PARTNER’S SUBCONTRACTORS AND/VENDORS) AND GENERAL PROVISIONS. NO alcoholic beverages, drugs or other controlled substances are permitted on the job site at any time. NO loud-playing radios are permitted on the job site at any time. NO smoking is permitted on the job site at any time.

All Market Partners are required to clean up and haul away all trash at the completion of each phase of their construction. If Market Partner provides their own materials, then they are responsible for removing trash from job site. If Construction Company supplies materials, and then Market Partner is responsible for putting trash in bin provided by Construction Company. Job sites not cleaned will be considered as uncompleted work and applicable invoices; PO or VPO will not be approved for payment.

Market Partners are not to use counter tops, sinks or tubs as workbenches. This includes laying tools on the counter tops and in the sinks. Interior walls shall not be touched after they have been painted. The last Market Partner to be in the house at the end of the day is responsible for locking up upon completion of its work. This includes locking all windows, sliding glass doors, and garages as well as all regular entries.

NO vehicles are allowed in the driveways at any time including warranty service calls. Market Partner shall undertake reasonable safety precautions with respect to the furnishing of its services.

Prices quoted by Market Partner for the furnishing of labor and or materials shall remain firm for those projects and those periods of time described in any written response by Market Partner to a request for bids which response is accepted by Construction Company in writing.

Any subsequent price increase requested by Market Partner must be approved by the Construction Company in writing and will become effective only for purchase orders issued AFTER the date of written approval or the effective date of the increase, whichever is later.

Market Partner shall promptly pay all of its subcontractors, laborers, and vendors performing work or supplying materials to or on behalf of Market Partner.In the event of a construction lien is filed or recorded against any property or project with respect to the services, labor or materials furnished by Market Partner or a subcontractor, vendor or lienor performing work or supplying materials by or at the request of Market Partner, Market Partner shall immediately cause sad lien to be removed by either paying the lienor in full or transferring the lien to a bond pursuant to FLORIDA STATUTES 713.24. If Market Partner fails to accomplish the removal of the lien within (7) days after Construction Company notifies Market Partner of the same, then the Construction Company may pay the lienor or transfer the lien to bond and all sums expended by Construction Company in connection therewith shall Be deducted from monies due or to become due Market Partner under any outstanding invoice, PO or VPO. Moreover, payment under a PO or VPO or invoice may be withheld by the Construction Company from Market Partner until such time as Market Partner provides the Construction Company with final lien waivers from itself and those laborers, suppliers or sub-contractor of Market Partner who serve notices to owner upon Construction Company or the property owner pursuant to Chapter 713 of the Florida Statutes.

Any permits required by a governmental authority for the performance of Market Partner’s work under a PO, VPO or Invoice shall be obtained by Market Partner at its expense prior to commencement of the furnishing of services, labor, and or materials under the PO or VPO. To the fullest extent permitted by law, Market Partner shall defend, indemnify, and hold Construction Company, and its mangers, members, officers, employees, agents and affiliated, their respective successors and assigns, harmless from and against all demands, claims, suits, damages, fines, losses and expenses. Arising out of or resulting from, directly or indirectly, the performance or failure in performance of Market Partner’s obligations under this Agreement or under any PO, VPO or invoice, including but not limited to, Claims based on violations of any building code or other governmental law, ordinance, or regulation, or the supply of defective materials or faulty workmanship. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

The Construction Company may deduct or set off against any monies owed to Market Partner under a particular PO, VPO or invoice, monies which are in turn owed the Construction Company by Market Partner including, but not limited to completion costs or damages suffered by Construction Company as a result of Market Partner’s breach of any provision of this Agreement. Building Company reserves the right to conduct periodic safety audits and may require attendance at periodic safety meetings.

Warranty Work:

Market Partner shall promptly correct or repair without cost to the Construction Company any and all defects in its or its subcontractors or vendor’s work or materials in compliance with the Construction Company’s obligations and liabilities under the Home Buyers Warranty Standards. Prior to payment, Market Partner shall deliver to the Construction Company any and all manufacturer warranties issued for materials or products described in the PO or VPO or Invoice.

Upon receipt of a service call or request, appointment must be made and work completed within three (3) business days.

Market Partner is obligated to warrant all labor provided for a period of twelve (12) months from date of service completion.

Theft / Loss:

Market Partner is responsible for the proper storage of materials and tools on a job site. It is the sole responsibility of the market partner to ensure that materials and tools provided are secured from left. Any loss of material or tools incurred by the Market Partner is the sole responsibility of the Market Partner. Rossi Construction, Inc. will not be held liable for any loss due to theft in any manner occurred on our project.

The foregoing terms and provisions are agreed to and accepted by the Market Partner as of the date first set forth above.