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VENDOR TERMS & CONDITIONS:

Sub-contractor shall provide all test equipment, tools, labor, supervision, materials, parts, transportation, and all effort necessary to carry out the specifications herein. Sub-contractor shall perform the work in a way to minimize disruption to the normal operation of The Store Personnel. Upon completion of work the Sub-contractor is responsible for cleaning and removing from the job site all debris, materials, and equipment associated with the work performed. Sub-contractor shall make necessary repairs in such a manner that does not damage the store Property. In the event damage occurs to the property, or any adjacent property by reason of any repairs or installations performed under this Contract, the Sub-contractor shall replace or repair the same at no cost to LRC. If damage caused by the Sub-contractor has to be repaired or replaced by LRC, the cost of such work shall be deducted from the monies due the Sub-contractor. In the event the work performance of the Sub-contractor is unsatisfactory, the Sub-contractor will be notified by LRC and be given one day to correct the work. Labor for all re-work will be at no cost to LRC. No one except authorized employees of the Sub-contractor is allowed on the premises. Sub-contractor's employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Sub-contractor or authorized vendor of the Sub-contractor.

REMOVAL OF SUB-CONTRACTOR'S EMPLOYEES:

The Sub-contractor agrees to utilize only experienced, responsible and capable people in the performance of the work.

LRC may require that the Sub-contractor remove from the job covered by this contract, employees who endanger

persons or property or whose continued employment under this contract is inconsistent with the best interest of LRC.

INDEMNIFICATION.

To the fullest extent permitted by law, Sub-contractor shall defend, indemnify, and hold harmless LRC, its agents,

representatives, officers, directors, officials, and employees from and against all claims, damages, losses and expenses,

including, but not limited to, attorney fees, court costs, expert witness fees, and the cost of appellate proceedings,

relating to, arising out of, or alleged to have resulted from the acts, errors, omissions or mistakes relating to the

performance of this Contract. Sub-contractor’s duty to defend, indemnify and hold harmless LRC, its agents,

representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss or

expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property,

including loss of use resulting there from, caused by any acts, errors, omissions or mistakes in the performance of this

Contract including any person for whose acts, errors, omissions or mistakes Sub-contractor may be legally liable. The

amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of

the indemnity in this paragraph.

The insurance policies required by this Contract, except Workers’ Compensation, shall name LRC, its agents,

representatives, officers, directors, officials and employees as Additional Insured. The policies required hereunder, except

Workers’ Compensation, shall contain a waiver of transfer of rights of recovery (subrogation) against LRC, its agents,

representatives, officers, directors, officials and employees for any claims arising out of work or service.

Commercial General Liability.

Sub-contractor shall maintain Commercial General Liability Insurance (CGL) and, if necessary, Commercial Umbrella

Insurance with a limit of not less than $1,000,000 for each occurrence with a $2,000,000 Products/Completed Operations

Aggregate and a $2,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury, broad form

property damage, personal injury, products and completed operations and blanket contractual coverage including, but not

limited to, the liability assumed under the indemnification provisions of this Contract which coverage will be at least as

broad as Insurance Service Office, Inc. Policy Form CG 00 01 10 93 or any replacements thereof. There shall be no

endorsement or modification of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or

underground property damage.

The policy shall contain a severability of interest provision, and shall not contain a sunset provision or commutation

clause, or any provision which would serve to limit third party action over claims. The CGL and the commercial umbrella

coverage, if any, additional insured endorsement shall be at least as broad as the Insurance Service Office, Inc.’s

Additional Insured, Form CG 20 10 10 01, and shall include coverage for Sub-contractor’s operations and products.

Automobile Liability.

Sub-contractor shall maintain Automobile Liability Insurance and, if necessary, Commercial Umbrella Insurance with a

combined single limit for bodily injury and property damage of no less than $1,000,000, each occurrence, with respect to

Sub-Sub-contractor’s vehicles (including owned, hired, non-owned), assigned to or used in the performance of this

Contract. If hazardous substances, materials, or wastes are to be transported, MCS 90 endorsement shall be included

and $5,000,000 per accident limits for bodily injury and property damage shall apply.

Workers’ Compensation.

Sub-contractor shall carry Workers’ Compensation insurance to cover obligations imposed by federal and state statutes

having jurisdiction of Sub-contractor’s employees engaged in the performance of the work or services, as well as

Employer’s Liability insurance of not less than $100,000 for each accident, $100,000 disease for each employee, and

$500,000 disease policy limit Sub-contractor waives all rights against LRC and its agents, officers, directors and

employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and

Employer’s Liability or commercial umbrella liability insurance obtained by Sub-contractor pursuant to this agreement. In

case any work is subcontracted, Sub-contractor will require the Sub Sub-contractor to provide Workers’ Compensation

and Employer’s Liability insurance to at least the same extent as required of Sub-Sub-contractor.

Certificates of Insurance.

Prior to commencing work or services under this Contract, Sub-contractor shall furnish LRC with certificates of

insurance, or formal endorsements as required by the Contract in the form provided by LRC, issued by Sub-contractor’s

insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in

full force and effect. Such certificates shall identify this contract number and title. In the event any insurance policy(ies)

required by this contract is(are) written on a “claims made” basis, coverage shall extend for two years past completion

and acceptance of Sub-contractor’s work or services and as evidenced by annual Certificates of Insurance. If a policy

does expire during the life of the Contract, a renewal certificate must be sent to LRC fifteen (15) days prior to the

expiration date.

INVOICING:

After completion of services, the Sub-contractor shall submit an invoice LRC:

All invoicing MUST include:

For T&M work: Back up / employee time sheets and copies of material receipts.

Purchase order number;

Signed work Order from store manager:

Job site name and address, with LRC location number;

Certificate of insurance Policy Naming Landmark Retail Corp as additional insured.

TOTAL:

Invoices submitted with missing information will be challenged and may not be paid. Invoices that exceed the DNE (Do

Not Exceed) stated on your WO or PO or an increase approved via RFP will be challenged and may not be paid.

ALL Invoices and required back-up MUST be submitted within 40 days from completion of work. Any and all invoices

submitted after 40 Days will be challenged and rejected.

Payment Terms:

LRC Payment terms are Net 30 unless otherwise agreed.

For more information please call LRC at 201-425-1411 or fax 973-638-9625 or email to Info@LRCUS.com

Terms and conditions subject to change without notice