AllTech Professional Services, Inc
198 South Carol Malone Blvd,
Grayson, KY 41143

Construction Services AMENDED

THIS MASTER SERVICES Agreement (the “Agreement”), made this
day of
, 20
through January 1, 2017 (as extended pursuant to terms of this Agreement)
and in effect from
is entered into by and between AllTech Professional Services, Inc with its principal place of business at 198 South Carol Malone Blvd, Grayson, KY 41143 hereinafter referred to as “AllTech ”), and
, a
corporation, with a principal place of business at
(hereinafter referred to as “Subcontractor”) sets forth the terms and conditions by which Subcontractor will provide its services and/or supply materials for Subcontractor’s scope of work. Subcontractor’s work shall be identified in subsequent Purchase Orders. Each Purchase Order, taken together with the terms and conditions of this agreement, shall constitute a separate agreement between the parties and shall be considered independent of any other agreements between the parties that incorporate the terms and conditions of the Agreement.
Subcontractor agrees to perform its scope of work, in accordance with the terms and conditions of this Agreement;
The Work, as defined below, is a portion of the services to be provided by AllTech for a wireless communications service provider (“Owner”).


The term of the Agreement shall be the period specified above in this Agreement, and unless earlier terminated pursuant to Provision 11 entitled "Termination,” the Term shall continue after the period described above automatically on annual basis until either party terminates the Agreement upon written notice to the other party (which termination shall not affect current services or payments due and continuing as was initiated during the Term of this Agreement).

Prior to performing the scope and services described in the Purchase Order as contemplated by this Agreement (the “Work”), Subcontractor must have a properly executed Agreement with AllTech and comply with all terms and conditions therein. Should the Agreement expire during the period of performance, all remaining Work will be completed under the terms of the Agreement then in effect on the date of award, unless modified in writing by mutual consent of the parties.

This Agreement is an as-ordered agreement between AllTech and Subcontractor, anticipating the potential issuance of Purchase Orders for specific Work. The Agreement or any Work issued pursuant to this Agreement shall not serve as a commitment by AllTech to award any amount of Work to Subcontractor. Any commitment shall be only as set forth in Purchase Orders issued pursuant to the Agreement and shall be restricted to the project described in the applicable Purchase Order.


Descriptions of the contracted services to be performed by Subcontractor for AllTech shall be listed in a fully executed Purchase Order. AllTech engages Subcontractor to furnish the work described in the Purchase Order. The terms of the Purchase Order shall control, but only for the duration of the services performed under that particular Purchase Order. In an emergency, AllTech may orally request Subcontractor to perform Work. If such an oral request is made, AllTech shall issue a confirming purchase order within three (3) workdays. All work under any Purchase Order shall be performed in a professional manner in accordance with the applicable specifications and drawings and on the basis of unit prices specified in the individual Purchase Order. Purchase Orders shall be issued and administered as set forth in Section 3 below.


Issuance of Work under this Agreement shall be made from time to time via Purchase Orders to Subcontractor. All Purchase Orders shall reference and incorporate the terms and conditions of the Agreement which shall apply to all work performed under the Purchase Order. In no event shall AllTech be obligated to pay for any services rendered without a Purchase Order.

Estimates of Work provided to AllTech by Subcontractor shall be for planning purposes only and shall not be deemed a commitment to give any or all of the business mentioned to Subcontractor. AllTech reserves the right to hire other Subcontractors or to do the work itself.

NONEXCLUSIVE RIGHTS - It is expressly understood and agreed that this Agreement neither grants to Subcontractor an exclusive right or privilege to sell to AllTech any or all work of the type described in this Agreement which AllTech may require. Nor does this Agreement require the purchase of any work from Subcontractor by AllTech . It is, therefore, understood that AllTech may contract with other suppliers and/or subcontractors to perform the work and that AllTech may itself perform such comparable work. Subcontractor agrees that purchases by AllTech under this Agreement shall neither restrict the right of AllTech to cease purchasing nor require AllTech to continue any level of such purchases.


A. AllTech agrees to pay Subcontractor in accordance with the price set forth in the Purchase Order, in full consideration of all deliverables and services rendered to the reasonable satisfaction of AllTech . Subcontractor agrees to accept such amounts as full payment for its work to sign such waivers of lien, affidavits and receipts as AllTech shall request in order
to acknowledge payments.

B. Liens: The Work called for in this Agreement shall be performed, constructed, finished, and delivered to AllTech free from all claims, liens, encumbrances, security interests, and charges whatsoever. If a lien or Notice of Intention is filed by anyone furnishing labor and/or materials to or through Subcontractor against the land, or improvements thereof, of the project or any part thereof, Subcontractor shall cause same to be canceled and discharged of record by bond or otherwise as allowed by law (at the sole cost of Subcontractor) within three (3) days after the filing thereof. Any such cancellation and discharge shall, in all instances, be done in a manner acceptable to any mortgagee or owner of the project property. Additionally, Subcontractor agrees to furnish any other instruments and documents in connection with the canceling and discharging of any such lien or Notice of Intention as may be required by such mortgagee or owner.

Upon final payment or payment of retainage, if any, under this Agreement, Subcontractor shall provide to AllTech a properly executed, unconditional Waiver of Liens. AllTech reserves the right to make direct payment to Subcontractor’s lower tier subcontractors and deduct the payment from amounts due to Subcontractor or to make payments jointly to Subcontractor and its lower tier subcontractors as AllTech determines necessary to protect AllTech's rights under this Agreement or to protect any job site from liens. Nothing in this Section 4(B) will create any obligation on the part of AllTech to make a payment to any lower tier subcontractor and no payment by AllTech to a lower tier subcontractor will create any obligation to make any further payment to said lower tier subcontractor.

C. Any progress payments or payments prior to a final payment to Subcontractor shall not be construed as final acceptance by AllTech of any portion of Subcontractor's Work.

D. Final payment shall not release Subcontractor from the terms of any warranty contained in this Agreement.

E. Subcontractor’s acceptance of final payment by AllTech shall constitute a release and waiver of any and all claims whatsoever by Subcontractor against AllTech except for unsettled claims which have been presented to AllTech in writing prior to the tender of final payment by AllTech and have been identified in the final payment lien waiver.

F. Subcontractor shall present invoices to AllTech within a reasonable period of time, and AllTech shall make a good faith effort to make payment within forty‐five (45) days from the receipt of a properly prepared invoice. Failure by AllTech to make payment within forty‐five (45) days or a reasonable time thereafter does not constitute a breach of this Agreement. For any purchase orders $5,000 or greater, Subcontractor shall invoice 80 percent upon completion of the agreed upon SOW and shall invoice the remaining 20 percent pending Customer closeout approval. Subcontractor expressly agrees that payment by the Owner to AllTech for any Work performed by Subcontractor is a condition precedent to any payment by AllTech to Subcontractor, and AllTech is under no obligation to make partial and final payments to Subcontractor, until and unless AllTech has been paid by the Owner.

G. Unless otherwise authorized, AllTech shall not be responsible for payment of any invoices submitted by Subcontractor to AllTech in excess of ninety (90) days after the final completion of the project.


Subcontractor is and shall act as an independent contractor in the performance of its obligations under this Agreement. Subcontractor shall exercise full control of and supervision over its employees. Subcontractor acknowledges that its personnel (if any) performing work are agents, employees or subcontractors of Subcontractor and are not employees or agents of AllTech . Nothing in this Agreement shall be construed to create an employer-employee relationship, a partnership or joint venture between AllTech and the Subcontractor or AllTech and the Subcontractor’s employees or lower tier subcontractors.


A. Subcontractor shall not subcontract any part of the Work without the prior written notification to and consent of AllTech , which consent shall not be unreasonably withheld. All Work performed by a lower tier subcontractor shall be deemed work performed by Subcontractor.

B. Subcontractor shall only hire lower tier subcontractors after the execution of agreement that expressly binds said lower tier subcontractor to all terms and conditions of this Agreement. Subcontractor agrees not to hire any lower tier Subcontractor to whose employment AllTech reasonably objects.

C. If, in the opinion of AllTech , the work of any lower tier subcontractor is unsatisfactory or unnecessarily delayed, or the lower tier subcontractor violates any of the provisions of this Agreement, AllTech may order Subcontractor to terminate such lower tier subcontractor and Subcontractor shall immediately terminate the agreement with its lower tier subcontractors without any liability to AllTech whatsoever. Additionally, Subcontractor shall, at its own cost and expense, properly complete the Work within the required time or arrange for a capable lower tier subcontractor, approved by AllTech , to do so.


A. Change Order. AllTech , without invalidating this Agreement, may order changes in the Work consisting of additions, deletions, or modifications (“Change Order”), pursuant to forth any changes to the applicable Purchase Order and the price and time adjusted accordingly if any. In connection with the Change Order, AllTech will issue to Subcontractor a subsequent Purchase Order identifying any change in the Work price and/or time. In no event shall AllTech be obligated to pay for any services rendered without a Purchase Order.

Upon receipt of the Change Order and prior to the commencement of any Work covered by such Change Order, Subcontractor shall submit in writing to AllTech any material adjustments to the Contract Sum for AllTech's approval.

If AllTech and Subcontractor are unable to agree on the Change Order, AllTech may, upon written notice to Subcontractor, terminate this Agreement and arrange for another subcontractor to perform the Work. If this Agreement is so terminated, AllTech shall pay Subcontractor for Work performed and accepted pursuant to the Purchase Order.

B. Construction Change Directives. Without in any way invalidating this Agreement, AllTech may issue a Construction Change Directive (“CCD”), thereby ordering changes in the Work within the general scope of the Contract Documents. The ordered changes may consist of additions, deletions, or other revisions, which may also result in an adjustment of
the Contract Sum and the Completion Date.

A CCD does not require Subcontractor’s written consent and may be used in the absence of Subcontractor’s concurrence with the amount of adjustment, the method for determining the amount of adjustment, and the revised Contract Sum and Completion Date. Preparation of a CCD serves to provide an alternative price adjustment provision without the need to terminate this Agreement.

C. If the Construction Change Directive provides for an adjustment to the Contract Sum, the
adjustment shall be based on one of the following methods:

(i) Mutual acceptance of a lump sum amount, properly itemized and supported by sufficient substantiating date to permit evaluation.

(ii) Mutual acceptance of a fixed or percentage fee adjustment; or

(iii) Unit process as provided in the Contract Documents or as subsequently agreed.

D. Upon receipt of a CCD, Subcontractor shall (1) promptly and diligently proceed with change; and (2) advise AllTech of its agreement or disagreement with the method utilized in determining the adjustment in the Contract Sum or the Completion Date as follows:

(i) If Subcontractor accepts the CCD, it shall execute same and such executed document becomes and will be recorded as a Change Order.

(ii) If Subcontractor does not accept the CCD or does not respond promptly,Subcontractor shall maintain, and present to AllTech in such form as it may direct, an itemized accounting of costs incurred, together with appropriate supporting data. Unless otherwise provided in the Service Agreement, costs for the purposes of this Section 7(B)(b) are limited to the following:

a. Costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers’ compensation insurance;

b. Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed;

c. Rental costs of machinery and equipment exclusive of hand tools, whether provided by Subcontractor or others;

d. Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes relevant to the Work;

e. Additional costs of supervision and office personnel directly attributable to the change; and

f. Additional lower tier subcontractor costs.

E. Minor Changes in the Work. AllTech may order minor changes in the Work not involving adjustment in the Contract Sum or the Completion Date and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on AllTech and Subcontractor. Subcontractor shall carry out such
written orders diligently and promptly. All other modifications to this Agreement shall be by written Amendment signed by both parties.


AllTech shall have the opportunity to review and inspect all elements of the Work in a reasonable manner. AllTech shall have the right to require repair or replacement of any Work which is defective or not performed in accordance with the Purchase Order or deviates from other requirements of this Agreement, provided Subcontractor shall have until acceptance to complete such repair or replacement. Subcontractor shall be solely responsible for all construction means, methods, techniques, procedures and safety and security programs in connection with the performance of the Work.


A. Subcontractor shall obtain, at their own cost and expense, and maintain the following insurance in full force and effect during the term of the Agreement:

(i) Comprehensive general liability insurance providing coverage for bodily injury, property damage, operations, independent contractors, underground explosion and collapse hazard, and for contractual liability with respect to liability assumed by Subcontractor hereunder. The limits of coverage for such insurance shall not be less than $1,000,000 combined single limit per occurrence and $2,000,000 annual aggregate.

(ii) Comprehensive automobile liability insurance covering the use and maintenance of owned, non-owned, hired and rented vehicles will be covered under subcontractor’s current
policy with limits of not less than 1,000,000.

(iii) Worker's Compensation as described by the state or nation in which the Work is performed; or if Worker's Compensation is not required by the law of the state or nation, Employers Liability insurance with limits of at least $500,000 for each occurrence or disease.

(iv) Umbrella/Excess Liability with limits of not less than $5,000,000 combined single limit in excess of the above-referenced Commercial General Liability, Employer’s Liability and Business Auto Liability.

B. All such insurance (other than Worker's Compensation and Employer's Liability) shall
designate AllTech , any and all AllTech employees, agents and representatives as
additionally insured for ongoing and completed operations using the ISO CG 2010 and CG 2037
10 01 editions. Also, they shall be primary and required to respond and pay prior to any other
available coverage.

C. All insurance policies shall be obtained by Subcontractor and shall be agreed upon by
AllTech prior to the commencement of the Work. The rating of the insurance carrier should be A or
A+. During the term of this agreement, Subcontractor must promptly produce upon AllTech's
reasonable demand, evidence of the required insurance coverage and payment of premiums thereon
unless AllTech assumes responsibility for payment of such premiums. If not so produced, AllTech
shall have the immediate right, but not the duty, to procure the required insurance on behalf of the
Subcontractor, and to charge and deduct the cost thereof from the within price, but AllTech
shall not be under any obligation to do so.

D. AllTech shall be listed as an additional insured on the Comprehensive General Liability,
Automobile and Excess Liability Policies. AllTech is to receive 30 days notice of cancellation
or non-renewal of coverage and/or changes in limits of coverage.

E. Subcontractor must agree to a Waiver of Subrogation in which subcontractor relinquishes right to collect from AllTech for damages paid on the behalf of subcontractors insurance.

F. Lower Tier Subcontractor Insurance. All policies of Subcontractor shall contain an endorsement whereby the insurance carriers agree that its insurance is primary and not contributory
with or in excess of any coverage which AllTech may carry, Subcontractor shall require that all lower tier subcontractors carry proper and adequate insurance policies similar to those
required in this Agreement for Subcontractor and require lower tier subcontractor to execute similar indemnification and waiver provisions prior to the commencement of Work.
Properly executed Certificates of Insurance must be on file with AllTech and Subcontractor prior to the commencement of work. Should work commence prior to
Subcontractor submitting their certificate of insurance to AllTech , same shall not be construed as a waiver of any part of any part of this Section 9 or of this Agreement.

G. Equipment Insurance. Subcontractor shall secure, pay for, and maintain whatever
insurance they may deem necessary for protection against loss of owned or rented capital equipment
and tools including any tools by mechanics, any tools, equipment, staging, towers and forms owned
or rented by their Subcontractors or agents under this agreement. The requirement to secure and
maintain such insurance is solely for the benefit of Subcontractor. Failure of Subcontractor
to secure such insurance or to maintain adequate levels of coverage shall not obligate AllTech or
their agents and employees for any losses of owned or rented equipment.

H. Certificates of Insurance. Subcontractor shall furnish or cause its insurance broker to furnish to AllTech certificates of such insurance issued by the insuring carrier or
carriers. Subcontractor shall not commence work hereunder until the obligations of Subcontractor with respect to insurance have been fulfilled. The fulfillment of such
obligations, however, shall not otherwise relieve Subcontractor of any liability assumed by Subcontractor hereunder nor in any way modify Subcontractor's obligations to indemnify AllTech .

I. Additional Insurance. AllTech may require Subcontractor at any time during the term of this Agreement to obtain and maintain in force additional insurance with coverage or limits in
addition to those above described. Additional insurance will be on a per project basis.

J. Notice of Cancellation/Rating of Insurer. The Certificates of Insurance and the insurance
policies required by this Agreement must contain a provision stating all coverage afforded under
the policies will not be canceled, materially altered or allowed to expire unless AllTech
has received at least thirty (30) days prior written notice. If any of the foregoing insurance
coverage is required to remain in force after final payment and is reasonably available, an
additional certificate evidencing continuation of this coverage must be submitted with the final
application for payment. Each insurer must be reputable and admitted to do business in the
state where the Subcontractor is performing the Work for AllTech and must have a rating by
AM Best of at least A-VII. Subcontractor agrees it is responsible for all deductible payments
under its insurance policies.


A. Time is of the essence for all Work under this Agreement. Subcontractor shall commence Work on the date(s) stipulated on each Purchase Order for each Project. Subcontractor shall carry the Work forward expeditiously according to the work schedule and with adequate forces to achieve final completion of the Work identified on the Purchase Order.

B. No extension of performance time for any Work will be accepted without the prior written consent of AllTech , which consent shall not be unreasonably.

C. Under no circumstances shall the Subcontractor be the cause of any delay in the Work during any dispute as to the meaning of this Agreement as it pertains to the Work or to