This Master Subcontract Agreement ("Subcontract"), made this by and between Singer Services, Inc. dba ServiceMaster by Singer, Inc. (Hereinafter “Contractor"), with an office and principal place of business at 6710 Moravia Park Dr. Baltimore, MD. 21237 and (Hereinafter "Subcontractor") with an office and principal place of business located at (hereinafter collectively 'Parties.")

Master Subcontractor Agreement


Contractor contemplates that from time to time it will enter into prime construction contracts with various clients ("Owner") for the performance of certain construction services with respect to certain projects (“Project" or “Projects”); and WHEREAS, Contractor desires to enter into a master subcontract agreement with Subcontractor whereby Contractor, at its discretion, may from time to time contract with Subcontractor, and Subcontractor desires to perform said work at the prices and upon the terms and conditions hereinafter expressed; NOW, THEREFORE, in consideration of the mutual agreements herein expressed, the Parties contract, covenant and agree as follows:

1. Scope of the Subcontract

The Contractor and Subcontractor agree that this Subcontract is a nonexclusive master agreement and that the Contractor may from time to time authorize the Subcontractor to perform certain construction services ("Work") for the Contractor pursuant to this agreement but only upon the execution by Contractor and Subcontractor of a work order ("Work Order") in the form attached hereto as Exhibit A. Prior to any modifications, additions, deletions or changes to the Subcontract and Work Order(s), Subcontractor must submit a written Change Order (Exhibit B) to Contractor which will only be honored upon mutual endorsement of each Change Order by both the Contractor and Subcontractor: No payment of any Change Order shall occur without the mutual endorsement as set forth herein.

Any such fully executed Work Order and/or Change Order shall be governed by the terms and conditions of the Subcontract, as may be amended by mutual agreement, whether or not the Work Order and/or Change Order specifically refers to it.

2. Subcontractor's Work

Subcontractor shall perform all work and shall furnish all supervision, labor, materials, plant, hoisting, scaffolding, tools, equipment, supplies and all other things necessary for the construction and completion of the work described In each the Subcontract, any individual Work Order, and/or any individual Change Order including work incidental thereto and reasonably inferable therefrom (hereinafter “Work”), in strict accordance and full compliance with the terms of this Subcontract, in a workmanlike manner, within industry standards and to the satisfaction of Contractor and the Owner.

With respect to the Work covered by this Subcontract and any individual Work Order and/or Change Order, and except as expressly modified herein, Subcontractor shall have all rights which Contractor has under the Contract Documents with the Owner as applies to the Owner, and Subcontractor shall assume all obligations, risks and responsibilities which Contractor has assumed towards the Owner, and third parties, as applicable, in the Contract Documents, and Subcontractor shall be bound to Contractor in the same manner and to the same extent that Contractor is bound to the Owner or said third parties. In case of a conflict between this Subcontract Agreement and the Contract Documents as incorporated herein, pursuant to each Work Order and/or Change Order, the terms of the Subcontract, Work Order(s) and/or Change Order(s) shall prevail.

3. Payment

Contractor shall pay Subcontractor for satisfactory performance of the Work, subject to additions and deductions by pre-approved, written Change Order, and thatsum shall be calculated and mutually agreed upon by the Parties in writing as to each individual Work Order and Change Order.

4. Indemnification and Subcontractor's Liability

Subcontractor hereby assumes the entire responsibility and liability for all Work, supervision, labor and materials provided under this Subcontract, any Work Order issued pursuant to this Subcontract, and/or any Change Order, whether or not erected in place, and for all plant, scaffolding, tools, equipment, supplies and other things provided by Subcontractor until final acceptance of the entirety of the Work and payment in full for same by Owner. In the event of any loss, damage or destruction thereof from any cause, Subcontractor shall be liable therefor, and shall repair, rebuild and make good said loss, damage or destruction solely at Subcontractor's cost, subject only to the extent that any net proceeds are payable under any builder's risk property insurance that may be maintained by Owner or Contractor, if any. Subcontractor shall be liable to Contractor for all costs Contractor incurs as a result of any acts, omissions and/or failures of Subcontractor, or any of its employees, agents, suppliers or subcontractors of any tier. To the fullest extent permitted by law, the Subcontractor shall indemnify, defend, and hold harmless the Contractor and their respective officers, directors, employees and agents and Owner ("Indemnified Parties') from and against all claims, damages, demands, losses, expenses, fines, causes of action, suits or other liabilities, (including all costs, reasonable Attorneys' fees, consequential damages, and punitive damages), arising out of or resulting from, or alleged to arise out of or arise from, the performance of Subcontractor's Work under the Subcontract, and any Work Order and/or Change Order whether such claim, damage, demand, loss or expense is attributable to bodily injury, personal injury, sickness, disease or death, or injury to or destruction of chattel, tangible property and real property, including the loss of use resulting therefrom, but only to the extent attributable to the negligence of the Subcontractor or any entity for which the Subcontractor is legally responsible or vicariously liable and regardless of whether the claim is presented by an employee of Subcontractor. Such indemnity obligation shall not be in derogation or limitation of any other obligation or liability of the Subcontractor or the rights of the Contractor contained in this Subcontract or otherwise. This indemnification shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Subcontractor under any workers' compensation acts, disability benefits acts, death benefits or compensation or other employee benefits acts and includes any loss or injury suffered by an employee of the Subcontractor. This indemnification shall be in addition to any indemnity liability imposed by the Contract Documents, and shall survive the completion of the Work or the termination of the Subcontract.

Subcontractor’s assumption of liability is independent from, and not limited in any manner by, the Subcontractor's insurance coverage obtained pursuant to Article 5 or otherwise.

5. Subcontractor's Insurance

Prior to commencing the Work, Subcontractor shall procure, and thereafter maintain, at its own expense, until final acceptance of the Work, payment in full of the costs associated with the Project, or later as required by the terms of the Subcontract or any individual Work Order and/or Change Order, insurance coverage required by the Contract Documents and this Subcontract. At a minimum, and subject to modification in individual Work Orders and/or Change Orders, the types of insurance and minimum policy limits specified shall be maintained in a form and from insurers acceptable to Contractor as set forth below. All insurers shall have at least an “A Rating” (i.e. excellent) by A.M. Best and be qualified to do business in the state where the project is located.

This insurance will provide a defense and indemnify the Contractor, but only with respect to liability for bodily injury, property damage and personal and advertising injury caused in whole or in part by the Subcontractor’s acts or omissions or the acts of omissions of those acting on the Subcontractor’s behalf.

Proof of this insurance shall be provided to the Contractor before the Work commences, as set forth below. To the extent that the Subcontractor contracts with any other entity or individual to perform all or part of the Subcontractor's Work, the Subcontractor shall require the other Sub-Subcontractors to furnish evidence of equivalent insurance coverage, in all respects, terms and conditions as set forth herein, prior to the commencement of work by the Sub-Subcontractor. In no event shall the failure to provide this proof prior to the commencement of the Work be deemed a waiver by the Contractor of Subcontractor's or the SubSubcontractor's insurance obligations set forth herein.

In the event that the insurance company(ies} issuing the policy(ies) required by this agreement deny coverage to the Contractor, the Subcontractor or the Sub-Subcontractor shall, upon demand by the Contractor, defend, indemnify and hold harmless the Contractor at the Subcontractor's or Sub-Subcontractor's expense.

Commercial General Liability Insurance

  • $1,000,000 Each Occurrence Limit (Bodily Injury and Property Damage)
  • $2,000,000 General Aggregate per Project
  • $2,000,000 Products & Completed Operations Aggregate
  • $1,000,000 Personal and Advertising Injury Limit

Business or Commercial Automobile Liability Insurance

  • $1 000,000 combined single limit per accident

Workers' Compensation and Employers' Liability Insurance

  • $100,000 Each Accident
  • $100,000 Each Employee for Injury by Disease or Death
  • $500,000 Aggregate for Injury by Disease

Excess or Umbrella Liability

  • $1,000,000 occurrence/aggregate

The Contractor and Owner, along with their respective officers, agents and employees, shall be named as additional insureds for Ongoing Operations and Products/Completed Operations on the Subcontractor's and any Sub-Subcontractor's Commercial General Liability Policy, which must be primary and noncontributory with respect to the additional insureds. The Subcontractor shall continue to carry Completed Operations Liability Insurance for at least three (3) years after either ninety (90) days following Substantial Completion of the Work or final payment to the Contractor on any individual Project, whichever is later.

It is expressly understood by the Parties to this Subcontract that it is the intent of the Parties that any insurance obtained by the Contractor is deemed excess, non-contributory and not co-primary in relation to the coverage(s) procured by the Subcontractor, the Sub-Subcontractor or any of their respective consultants, officers, agents, subcontractors, employees or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of the aforementioned may be liable by operation of statute, government regulation or applicable case law.

To the fullest extent permitted by applicable state law, a Waiver of Subrogation Clause shall be added to the General Liability, Automobile and Workers Compensation policies in favor of Contractor and Owner, and this clause shall apply to the Contractor's and Owner's officers, agents, representatives and employees, with respect to all Projects during the policy term.

Prior to commencement of Work on any individual Project, Subcontractor shall submit a Certificate of Insurance in favor of Contractor and an Additional Insured Endorsement (in a form acceptable to the Contractor) as required hereunder. The Certificate shall provide for thirty (30) days' notice to Contractor for cancellation or any change in coverage. Copies of insurance policies shall promptly be made available to the Contractor upon request

6. Time of Performance

Subcontractor will commence Work when directed by Contractor and will proceed with the Work in a prompt and diligent manner in accordance with the Project Schedule attached to the individual Work Order, as may be amended from time to time by Contractor. TIME IS OF THE ESSENCE. Subcontractor shall be solely responsible for any costs, damages and/or claims made as a result of Subcontractor unreasonable delays in performance. Subcontractor shall be entitled to additional compensation for compliance with Schedule amendments only to the extent, if any, that Contractor receives reimbursement from the Owner.

7. Enforcement

In the event Subcontractor is in default of this agreement and/or causes Contractor to pursue Subcontractor in legal proceedings, Contractor shall charge interest at a rate of 18% per year on any amount claimed by Contractor and Subcontractor agrees to be responsible for all costs, pre-judgment and post judgment interest as well as actual attorney's fees incurred.

8. Safety

The Contractor makes no representation with respect to the physical conditions or safety of any Project Site. Subcontractor, sub-subcontractors, their agents, employees, and representatives enter the Project Site at their own risk. The Subcontractor shall, at its own expense, preserve and protect from injury and/or damage, its employees, agents, and representatives engaged in the performance of the Work and all property and persons which may be affected by its operations in performing the Work. The prevention of accidents to workers engaged in the Work and others affected by the Work is the responsibility of the Subcontractor and Subcontractor shall comply with all federal, state, labor and local Laws, regulations and codes concerning safety as shall be applicable to the Work and to the safety standards established by Contractor during the progress of the Work. Subcontractor shall indemnify, defend and hold harmless Contractor, Owner and their respective officers, directors, agents, heirs, assigns, representatives and employees from any costs, expenses or liability (including attorneys' fees, costs, fines or penalties} arising out of the Subcontractor's failure to comply with the aforesaid laws, regulations and codes.

9. Clean-up

Subcontractor shall clean up the areas used by Subcontractor for its Work on a daily basis and remove any debris, rubbish, waste material and/or excess material from each Project site to a place authorized to receive such of their choosing or to a specified location on the Project site as directed by Contractor in a manner that will not impede either the progress of the Project or of other trades., all rubbish, waste material, excess material and debris resulting from the Work.

IN WITNESS WHEREOF. The Parties, by their duly authorized representatives, have hereunto executed this Subcontract, on the day and year first above written.

(Signed by Authorized Representative)

Singer Services, Inc.
Dba ServiceMaster by Singer

Name:Michael R. Singer


Subcontractor Payment Policy

Reason for Initiating a Payment Process

It has become apparent to us that by initiating a defined system for payment to our Subcontractors, we all benefit. The end result is to eliminate the sometimes long wait and confusion concerning when our Subcontractors can expect payment. With this process in place, you will know exactly when to expect payment. We hope this will be welcomed by you as we value your contribution to our organization.

Method for Submitting Invoices for Payment

All subcontractors who perform duties, services and work for ServiceMaster by Singer are required to submit proper invoices (as described below) by email to: [email protected]. They must be emailed to the address above. Invoices arriving any other way will be disregarded and will not enter the payment process.

ServiceMaster Internal Process For Generating Payment

Accounting will submit your invoices immediately to the project manager for approval to pay. If and when the project manager returns the approved invoice to Accounts Payable, the payment process will begin as follows:

  • Approved invoices submitted will be paid on a 30 day pay cycle.

PLEASE NOTE: Invoices not approved by the project manager as a result of Subcontractor failing to perform, failing to perform work satisfactorily, causing damages, and/or causing or creating necessary warranty work or charge backs will require the Subcontractor to respond to the project manager’s decision in writing within fifteen (15) days of the decision by the project manager.

Proper invoices must include:

  1. Company Name/Individual Name
  2. Company Mailing Address, Phone, Fax
  3. Date of Service
  4. Service Name or Service Address
  5. Description of Service Performed
  6. Labor, Material, Tax Amounts, Total Due

Subcontractors must reach an understanding with Accounts Payable about how they wish to receive payment. Checks generated on Friday will be in Monday's mail, unless the subcontractor wishes to pick them up at the same time each Friday. If the subcontractor misses a pick up, the check will go in Monday's mail automatically. Project managers will no longer be hand delivering checks.

Exceptions to the Defined System

We do understand that our subcontractors may be faced with financial emergencies occasionally. If it is absolutely necessary to collect on an invoice before the payment process has been completed, ServiceMaster by Singer may be able to issue early payment with a surcharge of 10% of the total invoice.

Please upload your certificate of insurance (*)

Please upload your W9 (*)