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Title: |
Master Contractor Agreement |
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Date: |
2001 |
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Preview shows 11KB of 64KB total |
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$35 |
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ID: |
#1238488 |
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<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>JERREN CORPORATION - MASTER CONTRACTOR AGREEMENT
<TEXT>
MASTER CONTRACTOR AGREEMENT
Between
FASTNET Corporation
and
Jerren Corporation
Dated MARCH 1, 2000
-------------
<PAGE>
MASTER CONTRACTOR AGREEMENT ............................................. 1
WITNESSETH ........................................................... 1
ARTICLE I ............................................................ 1
DEFINITIONS ..................................................... 1
ARTICLE II
SCOPE OF AGREEMENT .............................................. 3
ARTICLE III .......................................................... 3
THE PROJECT ..................................................... 4
ARTICLE IV ........................................................... 9
PAYMENTS
ARTICLE V
LIABILITY ....................................................... 9
ARTICLE VI ........................................................... 9
INDEMNITY ....................................................... 9
ARTICLE VII
CONTRACTOR AS INDEPENDENT CONTRACTOR ............................ 11
ARTICLE VIII ......................................................... 11
INSURANCE ....................................................... 11
ARTICLE IX ........................................................... 12
DEFAULT ......................................................... 12
ARTICLE X ............................................................ 13
TERM ............................................................ 13
ARTICLE XI ........................................................... 14
CONTRACTOR'S STAFF .............................................. 14
ARTICLE XII
CONFIDENTIAL1TY AND PUBLICITY15
ARTICLE XIII ......................................................... 15
MISCELLANEOUS ................................................... 15
EXHIBIT A ........................................................... 20
FINAL ACCEPTANCE CERTIFICATE .................................... 20
EXHIBIT B ........................................................... 21
PARTIAL ACCEPTANCE CERTIFICATE .................................. 21
EXHIBIT C ........................................................... 1
PROJECT AGREEMENT
ARTICLE I - INCORPORATION OF MASTER CONTRACTOR AGREEMENT ........ 1
ARTICLE II - PROJECT DESCRIPTION; INCORPORATION OF SCOPE OF WORK. 1
ARTICLE III - TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION ... 1
ARTICLE IV - CONTRACT PRICE ..................................... 2
EXHIBIT D ........................................................... 4
PROJECT AGREEMENT ................................................. 4
ARTICLE 1 - INCORPORATION OF MASTER CONTRACTOR AGREEMENT ........ 4
ARTICLE II - LOCATION, or LEASE PURCHASE OF REAL ESTATE ......... 4
ARTICLE III - PROJECT DESCRIPTION; INCORPORATION OF SCOPE OF WORK 8
ARTICLE IV - TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION .... 8
ARTICLE V - COMPENSATION ........................................ 9
EXHIBIT E ........................................................... 1
WAIVER AND RELEASE OF LIEN ...................................... 1
ii
<PAGE>
MASTER CONTRACTOR AGREEMENT
---------------------------
THIS MASTER CONTRACTOR AGREEMENT ( "Master Agreement")
made and entered into this 1ST day of MARCH, 2000 by and between FASTNET, a
Pennsylvania corporation, with its principal office at Two Courtney Place, Suite
130, 3864 Courtney Street, Bethlehem, PA 18017, and Jerren Corporation, having
its principal office at 1435 Cannon Rd., Myrtle Beach, S.C. 29577
("Contractor").
WITNESSETH
WHEREAS, FASTNET is in the business of providing various internet,
data, and telecommunication services using wireless radio and land-based data
communication technologies and components;
WHEREAS, FASTNET desires to erect microwave towers and place
communications equipment or components at existing facilities or upon existing
towers at certain locations for the purpose of expanding FASTNET's business.
WHEREAS, Contractor is in the business of providing specialized
development and construction services for data and telecommunication industries.
WHEREAS, FASTNET desires Contractor to assist FASTNET with the
procurement, construction, development, and deployment of certain infrastructure
associated with FASTNET'S expansion. These activities include the identification
and procurement of real estate, the procurement, construction and/or
installation of related shelters, equipment, transmission lines, and antennas,
the design, engineering, purchase and erection of microwave towers and
components, and related civil engineering. These activities also include all
other activities as may be directed by any "Project Agreement(s)" (as such term
is hereinafter defined) which may be executed hereafter.
WHEREAS, Contractor has represented to FASTNET that it has expertise
and experience in the foregoing activities and has sufficient knowledge and
resources to accomplish same.
NOW THEREFORE, in the consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, FASTNET Corporation and Jerren Corporation
(collectively the "Parties") hereby agree as follows:
ARTICLE I
DEFINITIONS
The definitions set forth in this Article shall apply to the following
terms when used with initial capital letters in this Master Agreement, the
attachments, exhibits and amendments hereto.
1
<PAGE>
1. ACCEPTANCE: FASTNET's written approval of a completed project by means
of a relevant Final Acceptance Certificate.
2. PARTIAL ACCEPTANCE: FASTNET'S written approval of a completed portion
or completed part of a project by means of a relevant Partial
Acceptance Certificate.
3. AFFILIATE: a person, association, co-partnership, partnership,
corporation or joint-stock company or trust that direct or indirectly,
through one or more intermediaries, controls, is controlled by or is
under common control with another person, association, co-partnership,
partnership, corporation or joint stock company or trust. Control shall
be defined as (i) ownership of a majority of the voting power of all
classes of voting stock or (ii) ownership of a majority of the
beneficial interests in income and capital of an entity other than a
corporation.
4. FINAL ACCEPTANCE CERTIFICATE: A certificate in the form of Exhibit A,
which has been executed and delivered by FASTNET to Contractor upon
final completion of an acceptable Project in accordance with this
Agreement. The Final Acceptance Certificate shall constitute final
acceptance of the Project and a waiver of all known claims associated
with defective work under the Project Agreement, except those arising
from (i) faulty or defective work discovered after the date of the
Final Acceptance Certificate; (ii) terms of the warranties provided
herein and in the Project Agreement(s) or (iii) unsettled liens of
Subcontractors appearing after the date of the Final Acceptance
Certificate.
5. PARTIAL ACCEPTANCE CERTIFICATE: A certificate in the form of Exhibit B,
which shall be executed and delivered by FASTNET to Contractor in
accordance with this Agreement. The Partial Acceptance Certificate
constitutes acceptance of the completed portion of the Project and a
waiver of all known claims associated with defective work and arising
from the accepted portion of the Project, except those arising from (i)
faulty or defective work discovered after the date of the Partial
Acceptance Certificate; (ii) terms of the warranties provided herein
and in the Project Agreement(s) or (iii) unsettled liens of
Subcontractors appearing after the date of the Partial Acceptance
Certificate
6. MASTER AGREEMENT: this Master Contractor Agreement and any Exhibits,
attachments and amendments executed hereto.
7. MILESTONE/MILESTONE DATE: calendar date designated by the Parties by
which certain identified projects, sub-projects, or tasks outlined in a
Project Agreement shall be completed. On completion of all identified
tasks associated with the relevant Milestone Date outlined in a Project
Agreement, Prices associated with such tasks may be invoiced.
8. PRICE: the amount due to Contractor under each Project Agreement for
the entire completion of each Project or Milestone. The Price shall
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