Master Subcontractor Agreement

This Contractor Agreement (this “Agreement”) is entered into effective as of the below date; by and between The Alston’s G2 Ranch and Wesley G. Alston (shall be known as the “Company” or “G2 Ranch”) and the independent contractor whose name appears on the signature page here shall be known as “Contractor”.

1.     Independent Contractor Engagement. The Company engages the Contractor and Contractor accepts engagement with the Company to perform the scope of work as listed in table below (known as the “Project”). The parties hereto are independent contractors, and nothing herein shall be construed to create any relationship of employer and employee, agent and principal, partnership, or joint venture between the parties. Neither party shall have the authority to bind or obligate the other party and neither party shall represent it has such authority.

2.     Scope of work. A detailed estimate shall be submitted to Company field management staff prior to start on any project. Each job estimate shall include: the description of work, all materials required, all labor required, and a timeline of work performance separated out.

3.     Payments. Commercial projects (public or private) and residential projects will have different payment processes. Special exceptions can be made for payments on projects per basis. Project payment standards are as follows:

a.     Commercial projects. Commercial projects will require a completed Schedule of Values form and Invoice to be submitted for payment via email to G2 Ranch accounts payable department via email. Payment for the Project shall be made to Contractor no later than thirty days (30) after invoicing and/or final completion of the Project. No retainage will be held on commercial projects.

b.    Residential projects. Residential projects will require an invoice to be submitted for payment via email to G2 Ranch accounts payable department via email. Progress billing draw payments are acceptable. Invoices and draw payments are issued weekly from accounts payable department. In order for an invoice to be paid, a detailed invoice with job name, site address and the scope of work completed must be submitted to G2 Ranch accounts payable department no less than one (1) week prior. Payments are typically issued on Friday and will either be mailed to the Contractor address on file. Payments may also be picked up from G2 Ranch main office.

c.     Contractor is responsible for paying all income and employment taxes on independent contractor income and will indemnify and hold the Company harmless for failure to timely pay such taxes and all penalties and interest accessed thereon. Contractor must provide Company with a completed and accurate W-9 in order for payment to be processed and made to Contractor.

4.     Work Performance.

a.     Timelines. Timelines for the project and scope of work shall be defined and agreed upon prior to commencement of project. Any long lead material items that are to be supplied by Contractor and could potentially cause any delays in timelines should be discovered and discussed with Company management staff prior to agreement finalization. The work to be performed under this agreement upon receipt of a Notice to Proceed shall be as follows:

b.    Housekeeping. G2 Ranch maintains a clean and organized jobsite at all times. General housekeeping shall be performed each day to ensure all debris, trash, and objectionable materials are removed from site or discarded in dumpster located on site. Contractor is responsible for maintaining the jobsite to the same quality standards each day their scope of work is to be performed. 

c.     Tools & Equipment. All tools and equipment kept on site overnight or for extended periods of time shall be stored in a selected and approved area of the job site. All tools and equipment shall be organized and stacked neatly at all times.

d.    Safety. G2 Ranch strongly adheres to OSHA standards and regulations for job site safety. Workers are required to wear appropriate PPE (personal protective equipment) at all times while on job site. Proper and well-maintained tools and equipment shall be used at all times during work performance. Both tools and equipment shall be inspected by Contractor for safety daily and reported to Company field management staff should any problems occur which may cause delays in work performance.

e.     Facilities. Restroom facilities (i.e. portable toilets, handwashing stations, etc) shall be provided by G2 Ranch for jobsites as needed. Restrooms shall be maintained and cleaned regularly by supplier assigned by Company. Should any special services be required by Contractor, it will be the sole responsibility of Contractor to notify Company field management staff.   

f.      Standard of Services. Contractor will comply with all applicable state, and federal statutes and regulations and with the policies and procedures promulgated from time to time by the Company.

g.     Warranty. Contractor shall warranty all work and materials performed for a period of one (1) year from the date of completion and acceptance from the Company.

h.    Insurance.

i.     Worker's Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this agreement. Evidence of qualified self-insured status may be substituted for the Workmen's Compensation requirements of this paragraph. Worker’s Compensation Waiver forms will be provided by Company and required by Contractor prior to any work performance.

ii.     Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $1,000,000 general aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision.

i.      Changes to Work. Any and all such changes to the Work performed by the Contractor shall be authorized by a written Change Order signed by the Company.

j.      Permits, Inspections & Fees. Contractor is responsible for establishing and maintaining licensure with municipal jurisdictions and all permitting for the respected scope of work listed within the Agreement.

k.    Waiver of Breach. Either party may terminate the agreement, in whole or in part, if the other Party breaches its obligations under t

5.     Proprietary Information, Confidentiality and Non-Disclosure.

Contractor acknowledges that in connection with the performance of Contractor’s services, Contractor shall be provided with or shall otherwise be exposed to or receive certain proprietary information of the Company. Such proprietary information may include, but shall not be limited to, information concerning the Company’s customers and products, information concerning marketing and selling and pricing strategies, information regarding designs and projects of the Company (“Proprietary Information”). As such Contractor agrees that Contractor shall not photograph any part of the Project. Additionally, Contractor hereby agrees that, without prior consent of the Company, any and all Proprietary Information shall be and shall forever remain property of the Company. Contractor shall take any measures necessary to maintain the Proprietary Information confidential. Contractor may not in any way disclose or reveal the Proprietary Information. The term “Proprietary Information” does not include information which (1) becomes generally available to the public through no fault of Contractor, (2) was available on a non-confidential basis prior to its disclosure, or (3) becomes available on a non-confidential basis from a source other than Contractor, provided that such source is not also contractually obligated to keep such information confidential.

6.     Non-Solicitation.

During the term of this Agreement and for one (1) year after termination of this Agreement, Contractor will not directly or indirectly solicit, induce, recruit, encourage or otherwise endeavor to cause or attempt to cause any employee of the Company or client of the Company to terminate their relationship with the Company.

7.     Indemnification.

Contractor shall be and accepts responsibility for all acts and/or omissions by the Contractor in performing services under this Agreement. Consequently, Contractor will indemnify, defend and hold the Company harmless, and its members and managers, other independent contractors, employees, and agents, from and against any claims against or loss occasioned by ay acts or omissions of the Contractor, including court costs and attorney’s fees), whether known or unknown, which arise out of the Contractor’s performance.

8.     Governing Law and Venue.

This Agreement shall be governed by the laws of the State of Texas without regard to any conflicts of laws that would apply to the laws of any other jurisdiction. Exclusive and mandatory venue for nay action brought in connection with this Agreement shall be in San Antonio, Bexar County, Texas and the parties hereby consent to venue in San Antonio, Bexar County, Texas.

9.     Acceptance Signatures.