Terms & Conditions

TERMS AND CONDITIONS(FLORIDA)These Terms and Conditions (“Terms”) apply to each Purchase Order (“Purchase Order”) between Quality Neon Sign Company, a Florida corporation, dba Harbinger (“Harbinger”), and the contractor identified in the SOW (“Contractor”).1. Purchase Orders1.1. Purchase Orders.  The Purchase Order will describe the construction services (“Work”) needed from the Contractor for a particular property (each a “Project”).  The Purchase Order will include: the Project site location, scope of Work to be furnished, any Project specifications, any schedule or completion date required for such Work, any special conditions or circumstances governing such Work, and the contract price for such Work (“Contract Price”), which Contract Price shall be based on the prices listed on the price schedule. Contractor will indicate its acceptance of each Purchase Order in writing within three (3) business days of receipt and promptly undertake to perform the Work described in the Purchase Order in accordance with the terms and conditions set forth in these Terms.1.2. Contract Documents. With respect to each Project, the “Contract Documents” shall consist of these Terms, including all exhibits, Purchase Order, and any other documents, drawings or specifications listed that are identified. This also consists of any changes to these documents, but only if the changes are agreed to in writing. If there is a conflict between the documents, the version with the later date will take precedence over earlier ones, unless specifically stated otherwise. 1.3. Changes in Work. Harbinger may, at its option, require more, less, or different Work than that set forth in a Purchase Order, and Contractor agrees to perform or implement any such additions, deletions, changes, or modifications that are requested by Harbinger in writing. Contractor shall not proceed with any changed or added work without a written change order ("Change Order") with appropriate back-up documentation, describing the work to be changed or added, and specifying any impact on the Contract Price or schedule.  1.4. No Exclusivity or Obligation to Accept Work. These Terms shall not require Harbinger to award any specific Project, or number of or volume of Projects, to Contractor. Likewise, Contractor shall not be required to accept any specific Project from Harbinger. 2. CONTRACTOR OBLIGATIONS2.1. Timing. Time is of the essence for each Project undertaken by Contractor.  Contractor shall begin the Work promptly and work diligently to complete the Work as directed by Harbinger by the completion date, and as may be amended by written Change Orders (defined below). Contractor shall achieve final completion of the Work no later than the completion date set forth in the Purchase Order. Contractor shall be responsible to Harbinger for all damages resulting from delay caused by Contractor or anyone working under Contractor, which “Delay Damages” may be described on the Purchase Order. Contractor may request a reasonable extension of time for any delays in the Work directly caused by Harbinger or other events beyond the reasonable control of Contractor, which will require prior written approval from Harbinger. However, Contractor shall not be entitled to monetary or consequential damages of any kind based on delay, hindrance, or disruption, whether or not caused by Harbinger.2.2. Direction. Contractor, including its subcontractors, laborers, materialmen, or suppliers, may not perform any work for, or at the direction of, any owner or tenant of the Project site without express prior written approval of Harbinger.2.3. Updates. Contractor shall keep Harbinger updated on all discussions with the owner and/or tenant of the Project site, all actual or potential delays, and any changes that may be required on the Project site. 2.4. Site Maintenance. Contractor acknowledges that the Work may be performed at locations where there are ongoing business operations.  Therefore, Contractor shall follow the reasonable requirements of Harbinger and the owner or tenant of the Project site (which requirements must have the express prior written approval of Harbinger), and shall maintain good order among its own subcontractors, laborers, agents, and employees performing the Work, and shall comply with (and cause all subcontractors, laborers, materialmen, suppliers, agents, and employees to comply with) the Rules and Regulations attached as Exhibit A, including safety requirements, regulatory compliance and any limitations on hours of operation, staging and storage areas, construction parking, use and shutdown or interruption to owner facilities and utilities, temporary signage, and ingress and egress to occupied areas. 2.5. No Subcontracting. Contractor shall not delegate or subcontract the entire Work required by a Purchase Order without the prior written consent of Harbinger; any such effort to subcontract the entire Work shall be null and void. Contractor shall have complete and direct responsibility to Harbinger for the acts and omissions of Contractor's subcontractors, laborers, materialmen, suppliers, agents, and employees. All subcontracts shall bind such subcontractors to Contractor on the same terms as Contractor is bound to Harbinger under these Terms, and shall provide that the warranties of the subcontractors shall not be voided or adversely affected by Harbinger's performance or correction of any incomplete or defective Work, but there shall be no contractual relationship between Harbinger and Contractor's own subcontractors unless agreed to in writing by Harbinger. The PO and the Terms shall not be construed to confer upon any third party any right or cause of action against Harbinger.  Upon request of Harbinger, Contractor shall submit a list of proposed subcontractors to Harbinger. 2.6. Change of Work. In the event of a disagreement concerning a purported change in the Work, Contractor shall not proceed with the Work as modified without the written consent of Harbinger. Upon a request by Harbinger in writing, Contractor shall proceed, at Harbinger's option, on a "not to exceed" or "time and material" basis, subject to the approval of Harbinger. For any Work being performed on a not-to-exceed or time-and-material basis, Contractor shall submit for approval unit prices, equipment rental rates, labor rates, and overtime rates relative to the changed work. All change order and extra work costs are subject to full audit, review and approval by Harbinger. Contractor shall comply with the terms of these Terms for any changes that may entitle Contractor to a Change Order for an adjustment in the Contract Price or the schedule of required completion dates. Contractor shall not perform any changed work or extra work for, or at the direction of, the owner or tenant of a Project site without express written approval of Harbinger. The requirement of prior written authorization for extra work may not be waived, verbally or by conduct, by Harbinger; however, written authorization by facsimile or electronic mail shall be valid under these Terms. For changes that do not affect the Contract Price or schedule, Contractor may proceed on the basis of a written communication from Harbinger. Contractor agrees that timely notice of claims is a matter of paramount importance to Harbinger and that Harbinger is relying on Contractor to provide notice of any claims in a timely manner. All claims not submitted in strict accordance with this Section are irrevocably waived.  2.7. Compliance with Laws and Notices. Contractor shall comply with all applicable laws, statutes, rules, codes (including building codes), orders, regulations, and ordinances (collectively, “Laws”), including but not limited to all immigration, environmental, and safety Laws (including those by OSHA), and shall assume all responsibility for complying with all Laws that may apply to the Work or the Project. 2.8. Immediate Notice of Violations. Contractor shall immediately, and in any event within two business (2) hours of the Contractor’s first notice of an event described in this sentence, notify the Project Manager (as specified in the Purchase Order) in writing by text or electronic mail of any unscheduled inspections, raids, investigations, inquiries, visits, or audits conducted by the USCIS, OSHA, or any other governmental agency or authority related to environmental, immigration, or employee safety issues of the Contractor, its agents, employees, or subcontractors. The Contractor shall require all of its subcontractors to be bound by the same requirements set forth in this Section.2.9. Taxes and Fees. Contractor shall pay all sales taxes, use taxes, social security, old age benefit, and unemployment compensation taxes and similar taxes or assessments upon the labor and materials furnished under these Terms. Unless otherwise provided in a Purchase Order, Contractor shall secure, pay for, and as soon as practicable, furnish Harbinger with copies or certificates of all permits, fees, licenses, and inspections necessary for the proper execution and completion of the Work, including, without limitation, all building permits, site work permits, connection permits and other permits reasonably related to the Contractor's Work.  All connection charges, assessments, or inspection fees as may be imposed by any municipal agency or utility company are included in the Contract Price and shall be the Contractor's responsibility.2.10. Confidentiality.  Contractor acknowledges that in the performance of these Terms, it may obtain certain confidential and proprietary information of Harbinger, including but not limited to, trade secrets, business plans, strategies, customers and prospects, and other proprietary information (collectively, the "Confidential Information"). Contractor agrees to maintain all Confidential Information received from Harbinger or a client of Harbinger, both orally and in writing, in strict confidence, and agrees not to disclose or use such Confidential Information without the express written consent of Harbinger. Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by Contractor; (ii) was or becomes available to Contractor on a non-confidential basis prior to its disclosure by Harbinger; (iii) is or becomes available to Contractor on a non-confidential basis from a source other than Harbinger, provided that such source is not bound by a confidentiality agreement with Harbinger; or (iv) is independently developed by Contractor without use of the Confidential Information. This Confidentiality Provision shall survive the expiration or termination of these Terms. Contractor accepts that breach of this provision may result in irreparable harm to Harbinger, for which a remedy at law would be inadequate, and therefore Harbinger shall be entitled to seek equitable relief, including injunction, in the event of such breach. 2.11. Non-Solicit. Neither Contractor nor its affiliates shall, directly or indirectly, solicit from, negotiate with, contract for, or provide to any owner or tenant of any Project business services similar to those contemplated by these Terms. Contractor acknowledges that the restrictions contained in this Section are reasonable and necessary to protect Harbinger’s legitimate interest and represent a material inducement to Harbinger to enter into these Terms and consummate the transactions contemplated by these Terms. This Section shall survive the expiration or termination of these Terms.  Contractor accepts that breach of this provision may result in irreparable harm to Harbinger, for which a remedy at law would be inadequate, and therefore Harbinger shall be entitled to seek equitable relief, including injunction, in the event of such breach. 2.12. Warranty. Contractor warrants to Harbinger that all materials and equipment furnished shall be new unless otherwise specified, and that all Work and materials furnished shall be of good quality, free from faults and defects, and in conformance with the Contract Documents. Without limiting the foregoing, Contractor agrees to promptly repair or replace any and all defects that appear within a period of one (1) year from final payment for a Project. All manufacturers’ or suppliers’ warranties are hereby assigned and transferred to Harbinger, and Contractor shall deliver further instruments of assignment and transfer upon closeout of each Project.3. PAYMENT3.1. Unless otherwise specified in the Purchase Order, payment shall be made to Contractor upon completion of all of the Work in strict accordance with the Contract Documents, acceptance of the Work by Harbinger (which shall occur only after Contractor submits to Harbinger completed applicable checklist(s) in a form subject to Harbinger’s approval, including but not limited to, completion photographs, sign-offs, or other documents conforming with Harbinger’s format and expectations, all of which shall be accepted by Harbinger in its sole and absolute discretion), acceptance of the Work by any applicable owner or tenant of the Project site, satisfaction of all conditions precedent contained in the Contract Documents, certification from Contractor that all subcontractors, laborers, materialmen, and suppliers have been paid in full and, receipt by Harbinger of a final waiver of lien from Contractor and all subcontractors and suppliers furnishing labor, materials, or services to the Project. 3.2. Harbinger shall have the right to set-off and to withhold payment, or to make payment by joint check to Contractor and its subcontractors and suppliers, as Harbinger deems to be reasonably necessary to protect Harbinger or any owner or tenant from any potential loss or damage due to Contractor’s negligence, improper performance, or breach of any provision of these Terms. Harbinger reserves the right to complete or correct any incomplete or defective Work of Contractor, and to withhold the cost of performing such Work from any amounts otherwise due to Contractor. Harbinger’s right to set off and withhold payments with respect to any Project shall extend to all other Projects by Contractor. All final warranties or guarantees shall be assignable to Harbinger or to Harbinger’s designee.4. MATERIALS & INTELLECTUAL PROPERTY4.1. Harbinger will supply Contractor with some of the materials necessary for the Work, including without limitation the signs and related components (collectively, the “Materials”).  If Materials are delivered to Contractor, then Contractor shall upon delivery have sole responsibility to ensure that the Materials are not damaged, destroyed, lost, or stolen, or injure anyone, and Contractor shall immediately assume full liability for any such damage, destruction, loss, theft, or injury. If Materials are delivered to the owner or tenant of the Project site, then Contractor shall upon commencement of the Work have sole responsibility to ensure that the Materials are not damaged, destroyed, lost, or stolen, or injure anyone, and Contractor shall assume upon such commencement full liability for any such damage, destruction, loss, theft, or injury. Upon request by Harbinger, Contractor shall return the Materials in the same condition in which such Materials were delivered within 5 business days of the request. If any Materials become damaged, destroyed, lost, stolen, injure anyone or otherwise could involve a claim upon any warranty, Contractor shall immediately, and in any event within two business (2) hours of the Contractor’s first notice of an event described in this sentence, notify the Project Manager (as specified in the Purchase Order) in writing by text or electronic mail of such event.4.2. Contractor hereby agrees that Harbinger is and shall be the sole and exclusive owner of all right, title, and interest in and to the Materials, including any and all patents, copyrights, trademarks, trade secrets, and other intellectual property rights (collectively, “Intellectual Property Rights”) that are not otherwise owned by the owner or tenant of the Project site.  Upon receipt of the Materials, Contractor shall not obtain any right, title, or interest in and to the Materials.  5. INSURANCE AND INDEMNITY5.1. Contractor shall obtain at the commencement of these Terms, and shall thereafter maintain in full force and effect at all times during the term of these Terms and any extensions or renewals thereof, with insurers acceptable to Harbinger, policies providing the types of insurance listed in and subject to the terms specified on Exhibit B Insurance, which shall be primary as to any other existing, valid, and collectible insurance.5.2. WITH RESPECT “TO EACH PROJECT” REPRESENTED BY A PURCHASE ORDER (AND ANY CHANGE ORDERS), CONTRACTOR ASSUMES FULL RESPONSIBILITY FOR DEFENDING AND INDEMNIFYING AGAINST ANY AND ALL CLAIMS AND DAMAGES WHETHER ARISING OUT OF DEATH OR INJURY OF ANY KIND TO ANY PERSONS OR PROPERTY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE WORK, AND CONTRACTOR SHALL TO THE FULLEST EXTENT PERMITTED BY LAW DEFEND, REIMBURSE, INDEMNIFY, AND HOLD HARMLESS HARBINGER, AND ANY OWNER OR TENANT OF A PROJECT SITE, AND THEIR RESPECTIVE OFFICERS, MANAGERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, LABORERS, MATERIALMEN, SUPPLIERS, AND CONSULTANTS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, SUITS, AND DAMAGES (INCLUDING ATTORNEY’S FEES AND COSTS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH CLAIMS, TO THE EXTENT CAUSED BY CONTRACTOR, ITS OFFICERS, MANAGERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, LABORERS, MATERIALMEN, SUPPLIERS OR CONSULTANTS.   5.3. CONTRACTOR SHALL TURN THE WORK OVER TO HARBINGER OR ANY OWNER OR TENANT FREE AND CLEAR OF ALL LIENS, CLAIMS, AND ENCUMBRANCES, AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS HARBINGER AND ANY OWNER OR TENANT OF A PROJECT SITE FROM ALL SUCH LIENS, CLAIMS, AND ENCUMBRANCES ARISING OUT OF THE PERFORMANCE OF THE WORK, INCLUDING ATTORNEYS’ FEES AND COSTS. WITHIN TEN (10) DAYS OF WRITTEN DEMAND BY HARBINGER, CONTRACTOR SHALL BOND OFF OR OTHERWISE DISCHARGE ANY LIEN OR ENCUMBRANCE FILED AGAINST ANY PROJECT, WHETHER OR NOT CONTRACTOR BELIEVES THE CLAIM IS VALID.  IN ADDITION, CONTRACTOR AGREES TO INDEMNIFY HARBINGER AGAINST ANY CLAIMS BY ITS OWN SUBCONTRACTORS AND SUPPLIERS AGAINST HARBINGER FOR NONPAYMENT THAT RESULTS FROM ANY NON-CONFORMING WORK PERFORMED BY OR PROVIDED BY CONTRACTOR.THE FIRST $100 PAID TO CONTRACTOR UNDER A PURCHASE ORDER SHALL CONSTITUTE SEPARATE CONSIDERATION FOR THIS INDEMNITY, WHICH INDEMNITY SHALL TAKE EFFECT AS TO HARBINGER AND THE PROJECT UPON ACCEPTANCE OF A PURCHASE ORDER. THE INDEMNITY PROVISIONS OF THESE TERMS WILL SURVIVE THE EXPIRATION OR EARLY TERMINATION OF THESE TERMS. 6. TERMINATION AND DISPUTES6.1. In the event Contractor fails to perform any Work in accordance with the Contract Documents, Contractor shall be in default and Harbinger shall be entitled to terminate these Terms or any accepted Purchase Order for cause upon three days’ notice to Contractor, unless Contractor cures, or diligently commences to cure, the default within such three-day period. Contractor consents to an automatic assignment of its subcontract and supplier agreements to Harbinger in the event of a termination hereunder, and shall ensure that such agreements are assignable to Harbinger. Harbinger shall be entitled to hold all contract balances hereunder, including amounts due on other agreements entered into between Harbinger and Contractor until the Work is fully completed by others, and all costs and damages suffered by Harbinger as a result of Contractor’s default are deducted from the contract balance, or otherwise paid by Contractor. In addition to the foregoing, Harbinger reserves the right to terminate these Terms or any accepted Purchase Order and/or Change Order for its convenience, in which event Contractor shall be paid (subject to allowed setoffs) the reasonable cost of the Work properly performed (including a reasonable amount for earned overhead and profit for such work), but shall not be entitled to recover lost profits for Work not performed, or incidental or consequential damages. If Harbinger terminates for cause, and it is later determined that there were no grounds to do so, the termination shall be treated as a termination for convenience hereunder.6.2. Any and all disputes and claims between Harbinger and Contractor shall be resolved by agreement of the parties, or decided by litigation, unless Harbinger shall advise Contractor in writing that Harbinger elects to have the dispute decided by arbitration. In the event that Harbinger elects arbitration, the arbitration shall be conducted pursuant to the Construction Industry Arbitration Rules issued by the American Arbitration Association then in effect, and the decision of the arbitrators shall be final and binding on both parties, and judgment upon any award may be entered by any court having jurisdiction. Any claim, dispute, or other matter in question relating to these Terms, a signed Change Order, or the Work shall be governed by the Laws of Florida, unless prohibited by the laws of the state in which the Project is located.6.3. The parties hereto agree that all actions or proceedings arising in connection with these Terms shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in the county of Duval, in the state of Florida. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of these Terms in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the state and federal courts located in the county of Duval, in the state of Florida shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to these Terms. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in these Terms. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.7. MISCELLANEOUS7.1. Notices. Unless otherwise specified herein, any notice required or permitted under these Terms must be in writing, delivered via electronic-mail, return receipt requested, nationally recognized courier, or United States mail, postage prepaid, registered or certified mail, return receipt requested, and shall be deemed to be delivered three (3) days following the date the notice has been deposited in the mail, addressed to the party to whom such notice is sent at the address set forth in the Purchase Order.7.2. Relationship of the Parties. Notwithstanding anything to the contrary in these Terms, Contractor is an independent contractor, and these Terms shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Contractor and Harbinger for any purpose.  Harbinger shall not control the manner or means by which Contractor performs the Work.  Contractor has no authority, and shall not hold itself out as having any authority, to bind Harbinger or to make any agreements or representations on Harbinger’s behalf. 7.3. Entire Agreement. These Terms, together with all other Contract Documents, represents the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, either oral or written. These Terms, and any Purchase Order with respect to any specific Project, may only be amended or modified in writing. These Terms may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. These Terms shall be governed by the Laws of the State of Florida. Contractor” shall include Contractor, and if these Terms shall be validly assigned, shall include also Contractor’s assignees, as to the Project covered by such assignment. In the event that any court of competent jurisdiction shall determine that any provision of these Terms is invalid, such determination shall not affect the validity of any of its other provisions, which shall remain in full force and effect and which shall be construed as to be valid under applicable law. In no event shall Harbinger be liable or responsible for consequential, special, or punitive damages arising out of these Terms. The parties hereby waive trial by jury in any action or proceeding arising under these Terms. 7.4. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms will otherwise remain in effect. The unenforceability or invalidity of any provision shall not affect any other provision of these Terms, and these Terms shall continue in full force and effect as if such unenforceable or invalid provision had never been part of these Terms.7.5. These Terms shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, but Contractor agrees not to assign, transfer, convey, or otherwise dispose of these Terms, the proceeds therefrom, or its right, title, or interest therein, or its power to execute the same, to any person, company or corporation without the prior written consent of Harbinger, which consent may be withheld in Harbinger's sole and absolute discretion. Contractor agrees to provide written notice to Harbinger in the event of any change of control or the executive management of Contractor, or in the event of any merger involving Contractor.EQUAL OPPORTUNITY EMPLOYERHarbinger is an equal opportunity employer. It is the policy of Harbinger to comply with all applicable Laws prohibiting discrimination in employment based on race, age, color, sex, sexual orientation, religion, national origin, disability, or other protected classification. Contractor acknowledges that it is also an equal opportunity employer and that it, its employees, agents and Contractors will comply with all applicable Laws prohibiting discrimination in employment based on race, age, color, sex, sexual orientation, religion, national origin, disability, or other protected classification.NO PERSONAL LIABILITYIn no event shall Harbinger’s or any owner and/or tenant of a Project site’s partners, shareholders, members, owners, officers, directors, managers, employees, agents, or affiliates have any liability for any claim or matter arising out of or relating to these Terms or any Project, whether based on contract, common law, statute, equity, or otherwise. EXHIBIT ARULES AND REGULATIONSIn addition to those requirements contained in the Terms and Conditions, the following outlines the regulations and requirements that will be required of all contracted personnel working at any Harbinger Project site. No deviation or exception will be permitted without the express written approval of Harbinger. Personnel ConductAll personnel under the direct responsibility of Contractor performing work/services at the Project, including without limitation Contractor’s own Contractors, suppliers, installers, trades, and employees, shall conduct themselves in a civil and professional manner while at the Project. Loud or abusive language or actions or the playing of music which can be heard outside of the Work area will not be tolerated. Report of any obstructive, nuisance, or objectionable behavior of any such personnel shall be deemed grounds for eviction of the individuals and/or the Contractor from the premises. Shirts (no tank tops) and long pants are to be worn by all personnel while on the Project site. Smoking within any building and/or “non-smoking” areas of the Project site is strictly prohibited.  Contractor shall maintain a drug- and alcohol-free work environment while at the Project site.ParkingPersonnel shall park only in areas designated by the owner and/or tenant of the Project site and will be subject to violation fees if parked in an unauthorized area/location. DeductionsAny fees, fines, expenses or costs that are the responsibility of Contractor may be deducted by Harbinger from any payment due to Contractor by Harbinger.Building Common AreasAll Work areas are to be maintained in a clean and orderly manner at all times that such areas are in use by Contractor.  If any of the Work is within a building at the Project site, Contractor is responsible for obtaining and installing appropriate protective materials to protect walls, carpets, ceiling tiles, floors, furniture, and fixtures prior to initiating the Work and shall dispose of such materials upon completion. Contractor and its subcontractors or agents will be responsible for any costs associated with the repair or replacement of all damaged property therein, irrespective of the cause of damage. Contractor shall at all times on a day-to-day basis keep the Work site free from accumulation of waste material, debris, or rubbish caused by or incidental to the Work.  Upon completion of the Work, Contractor shall promptly remove from the Building and site, all tools, scaffolding, surplus materials, trash and debris, and shall leave the site “clean for occupancy/use.” Use of DumpstersTo the extent required by the Project, Contractor must provide and maintain necessary dumpster(s) to be used for all construction related trash and debris, including regular emptying and disposal of contents. Dumpster(s) shall be located only in areas designated by the owner and/or tenant of the Project site. The areas surrounding the dumpster(s) must be maintained clean and free of debris at all times.  Any and all unused construction materials shall be removed from the Project by Contractor.Hazardous / Toxic MaterialContractor shall be responsible for complying with all applicable federal, state, and local laws, ordinances, and regulations pertaining to the use of all hazardous and toxic material. Contractor shall identify to Harbinger in advance of delivery of any toxic substances or hazardous materials incorporated in or associated with the Work provided hereunder and shall advise Harbinger of all precautions to be taken for their use and disposal. When applicable, Contractor shall furnish to Harbinger a completed Material Safety Data Sheet for any materials furnished by Contractor hereunder as required by any federal, state, or local laws, ordinances, or regulations. Any transportation or other handling of the hazardous materials by Contractor shall be performed in accordance with all applicable federal, state, and local laws, ordinances, and regulations. While at any Project, Contractor’s own Contractors, suppliers, installers, trades and employees shall comply with all applicable environmental, health, and safety rules and requirements and shall conduct themselves in a manner that will not interfere with the operations at the Project.Electrical PanelsAll additional electrical circuits added to existing electrical panels or any new circuits added must be appropriately marked as to the area and/or equipment serviced by the circuit(s) in question. All electrical panels which have covers removed for any reason (i.e., as to allow the addition of new circuits) or any electrical panels which are installed shall be left at the end of each day with all panel covers properly in place and all panel doors securely closed. Under no circumstances will power service to any buildings on the Project site be shut-off without the specific prior written approval of Harbinger.Non-ComplianceNon-compliance with the above rules and regulations will result in the barring of Contractor or its own Contractors from current or future activities in the Project, and may result in termination of the contract without any liability to Harbinger. Any costs incurred by Harbinger in cleaning the Project site or as a result of any repairs due to damage resulting from Contractor’s activities will be billed to the Contractor.  EXHIBIT BINSURANCEIn addition to those requirements contained in the Terms and Conditions (the “Agreement”), Contractor shall be required to obtain and maintain in full force and effect at all times during the term of the Agreement, policies providing the types of insurance listed below, which shall be primary as to any other existing, valid, and collectible insurance. Any capitalized terms used in this exhibit but not otherwise defined herein shall have the meaning ascribed to them in the Agreement.1. WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITYo Coverage “A” – minimum coverage as required by statute in the state where the Project is locatedo Coverage “B” – Employers’ Liability Limit $1,000,000 each accidento Limit $1,000,000 bodily injury by disease (each person) Limit $1,000,000 bodily injury by disease (policy limit)2. COMPREHENSIVE  GENERAL LIABILITYo Limits of Liability $1,000,000 Per Occurrence / $2,000,000 General Aggregateo Commercial General Liability Coverage / Comprehensive General Liability Formo Broad Form Contractors’ Protective Liability / Independent Contractors Liabilityo Products – Completed Operationso Broad Form Contractual Liabilityo Harbinger and each affiliate set forth named above as an additional insuredo Waiver of Subrogation in favor of Harbinger and each affiliate named aboveo Personal Injury Protectiono Underground explosion and collapse hazard included3. AUTOMOBILE LIABILITYo Limits of Liability $1,000,000 Combined Single Limit Each Accident / Losso Covered Autos: Owned, Non-Owned, Hired or Leasedo Harbinger and each affiliate set forth named above as an additional insuredo Waiver of Subrogation in favor of Harbinger and each affiliate named aboveo Statutory, No-Fault Liability coverage where applicable.4. UMBRELLA LIABILITYo Limit of Liability $5,000,000 Combined Single Limit Per Occurrence / Aggregateo Harbinger and each affiliate set forth named above as an additional insuredo Waiver of Subrogation in favor of Harbinger and each affiliate named above1. If Contractor employs its own subcontractors to perform any work hereunder, Contractor agrees to require such subcontractors to obtain, carry, maintain, and keep in force during the time in which they are engaged in performing any work hereunder, policies of insurance which comply with the requirements as set forth above.2. Insurance Certificates on ACORD Form 25 evidencing of the required coverages are to be provided to Quality Neon Sign Company dba Harbinger, with Quality Neon Sign Company dba Harbinger named as additional insured.  In addition, prior to the commencement of any of Work, the certificate of insurance must apply to all Project sites or a supplemental certificate of insurance indicating the specific Project site address shall be delivered, and with respect to any Project for an owner or tenant at the Project site, a certificate of insurance shall be delivered to Harbinger also naming such owner and tenant as additional insured.3. All insurance policies shall expressly require thirty (30) days written notice to Quality Neon Sign Company dba Harbinger of non­renewal, cancellation or material reduction of coverage, and their certificates of insurance shall so provide.4. In the event of the failure of Contractor to furnish and maintain any required insurance, Quality Neon Sign Company dba Harbinger shall have the right as its option to terminate this Agreement or to take out and maintain the said insurance for and in the name of Contractor, and Contractor agrees to pay the cost thereof and to furnish all necessary information to permit Harbinger to take out and maintain such insurance for the account of Contractor. Compliance by Contractor with the foregoing requirements to carry insurance and furnish certificates shall not relieve Contractor from liability assumed under any provisions of this Agreement.5. Harbinger and Contractor waive all rights against each  other  and  all  design  professionals, contractors, agents, and employees, each of the  other,  for  damages  caused by fire or other perils to the extent covered by property insurance. The policies shall provide such waivers of subrogation by endorsement or otherwise.6. Contractor shall secure, pay for, and maintain whatever property insurance it may deem necessary for protection against loss of owned or rented capital equipment, facilities and tools, including any tools owned by mechanics and any tools, equipment scaffolds, bracings, forms and similar items owned or rented by Contractor or its subcontractors. Neither Harbinger nor any owner or tenant at the Project site shall have any liability with respect to such items owned by Contractor or any subcontractor. The requirement to secure and maintain the above insurance is solely for the benefit of Contractor. Failure of Contractor to secure such insurance or to maintain adequate levels of coverage shall not obligate Harbinger or any owner or tenant or their respective agents or employees for any losses of owned or rented equipment.