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SubContractor Contract

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					SUBCONTRACT
Date: Owner: Lender Name (If Applicable): Project: Location of Work Site: ________________________________________________________________________ The Subcontract, by and between: Robert Thomas Carey, 1445 Glenneyre, Suite B, Laguna Beach, CA. 92651: As Prime Contractor, here in called Contractor, and ________________________________________________________________________ as Subcontractor, witnessed: Subcontract: Subcontractor agrees to all the terms and conditions set forth in this Subcontract, including those set forth on Exhibits A & B attached hereto and incorporated herein by this reference. Work: Subcontractor agrees to furnish all materials and perform all labor necessary to complete, in a good and commercially acceptable workman like manner and in accordance with plans and specifications for the “Project” (as defined above), the work generally described as follows: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ Page 1 Initials:_____ Initials:____

2. Sum: In consideration of Subcontractor’s complete and faithful performance of the work, Contractor agrees to pay, or provide for payment, to Subcontractor the sum of ( Three Hundred and Sixty One Thousand Seven Hundred and Ninety Nine Dollars) $361,799.00. Subcontractor shall submit to Contractor, within 30 days after execution of this agreement, but before the first application for payment hereunder, a schedule of values of the of the various parts of the work relating to the sum payable hereunder. The schedule of values shall be made out in such detail and supported by such evidence as Contractor may reasonable require. The schedule of values, upon the written approval of Contractor, shall be used as the basis for the application of progress payments hereunder. 3. Payment: Contractor agrees to pay Subcontractor as follows: Invoices presented by Subcontractor will be included in Invoicing presented by Contractor to Owner as work progresses. The Contractor will be presenting Invoicing to the Owner monthly or by-monthly. Notwithstanding the above, Subcontractor agrees that the Contractor shall be under no obligation to pay Subcontractor for any work done on this Project until Contractor has been paid by Owner; provided, however, in no event shall payment be later than sixty (60) days after completion of the work. Subcontractor herby acknowledges that the provisions of this Subcontract stating the time of Progress and Final Payments, as well as their amounts, are subject to Contractor receiving from Owner Progress or Final Payments in at least the amounts payable to Subcontractor on this Project. Otherwise, the time when payment shall be due Subcontractor shall be postponed until Contractor has received the same from Owner (but in no event later than sixty days after completion of the Work). Subcontractor expressly agrees to accept the risk that it will not be paid for work performed by it during this interim period should Contractor not receive payment for the work from Owner. Prior to any payment made to the Subcontractor the Subcontractor must fill out “Licensing and Insurance Information” on the signature page of this document. 4. Insurance: Subcontractor will maintain insurance pursuant to Exhibit B attached hereto and incorporated herein by this reference, unless the terms and conditions of the Subcontract expressly provide for different coverage limits of insurance. Prior to any payment made to the Subcontractor certificates of insurance will be delivered to the Contractor’s office. All insurance certificates will name Robert Thomas Carey as Additional Insured and Liability certificate will include an “Endorsement Form”. 5. Contract Documents: Subcontractor agrees that it has read and is familiar with the General Contract, and all the terms, conditions, modifications, plans and specifications thereof, and that it will abide by and comply with, each and all of the same, and agrees, that all are included as part of this Subcontract. In the event of any inconsistency between the terms of the General Contract and this Subcontractor, the terms set forth in this Subcontract shall govern. 6. Changes: Any alteration or deviation from the plans and specifications, whether involving extra cost of materials or labor or not, and any extra work necessitated by unusual soil conditions, will be executed only upon written order for same, and will become an extra charge or credit only when approved in writing by all parties hereto or their authorized agents. 7. Guarantee: Subcontractor guarantees and warrants that all materials and equipment furnished and incorporated by it on the Project shall be new, unless specified otherwise in writing, and that all materials and work under this agreement shall be of good quality, free from faults and defects and in conformance with this agreement for a period of one year Page 2 Initials:_____ Initials:______

following the filing for a notice of completion. Subcontractor shall comply with all applicable laws, codes, ordinances, rules, regulations and orders relating to the work. Any work that does not conform to the foregoing standards shall be considered defective. This guarantee and warranty shall be in addition to , and not otherwise limited by, any other warranty, remedy or term provided by law or under the Subcontract or the General Contract. 8. Assignment: Any assignment, transfer or hypothecation of this Subcontract, including, without limitation, any portion of the work, any right to receive payment hereunder, and any controlling interest in Subcontractor (either by sale of assets, stock or otherwise) is prohibited, without the prior written consent of Contractor, which consent may be withheld in Contractor’s sole discretion. 10. Independent Contractor: Subcontractor is an independent contractor and shall, at its sole cost and expense, and without increase in the compensation to Subcontractor; comply with all laws, rules, ordinances and regulations of all governing bodies having jurisdiction over the work; obtain all necessary permits and licenses therefore; pay all manufacturer’s sales, use processing, Federal and State taxes; maintain insurance and make contributions for social security, unemployment and employee benefits required by labor agreements which are incurred by Subcontractor whether levied under existing or subsequently enacted laws, rules or regulations. 11. Bonds and Releases: Subcontractor, upon written request, shall furnish Contractor with performance, labor and materials bonds in forms and amounts satisfactory to Contractor at Contractor’s expense. Subcontractor, upon written request, shall furnish Contractor satisfactory releases from all persons and entities supplying labor, material or services to or for the job. Contractor shall not be required to make any payment to Subcontractor until it shall have provided Contractor with satisfactory evidence of such releases. 12. Mediation of Disputes: Any dispute or claim in law or equity arising out of this agreement or any resulting transaction including without limitation, any and all disputes regarding liquidated damages, representation by Buyer or Seller and/or Subcontractor and Owner or Contractor’s specific performance, the existence and extent of any defects in the property, the limited warranty, and the extent of any damages sustained shall be subject to mediation as a condition precedent to arbitration. The parties shall endeavor to resolve their claims by dediation, which unless parties mutually agree otherwise, shall be in accordance with the Commercial industry Mediation Rules of the American Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. The parties shall share the mediator’s fees and any filing fees equally. The mediation shall be held in the place where the Project is located, unless other location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlements in any court having jurisdiction thereof. 13. Arbitration: Should any dispute arise in connection with this Subcontract, such dispute shall be settled by binding arbitration before a mutually appointed single arbitrator in Page 3 Initials:_____ Initials:_____

accordance with the Construction Industry Rules of the American Arbitration Association in effect at the

time of the demand for arbitration. If the parties cannot agree upon the selection of an arbitrator within twenty (20) days after the date of notice by either party requesting arbitration, then, within three (3) days thereafter, each party shall submit the names of two arbitrators to the then-presiding Orange County Superior Court Judge, who shall be authorized to appoint one (1) arbitrator from the names submitted. The arbitration shall be held in Orange County, California within thirty (30) days after the arbitrator has been selected. Judgment upon the arbitrator’s award may be entered in any court having proper jurisdiction. The arbitrator shall have power to award such sums for costs, expenses, expert witness fees and attorney’s fees as the arbitrator may deem proper. However, the arbitrator may not award sums for incidental, consequential, special or punitive damages. This paragraph shall be binding on Contractor, Subcontractor and any sub-subcontractor who signs this Subcontract or a contract which incorporates this Subcontract by reference. 14. Attorney’s Fees: In the event action, including arbitration, is instituted for the enforcement of any term or condition of this Subcontract, the prevailing party shall be entitled to an award of reasonable attorney’s fees in said action, in addition to costs and reasonable expenses incurred in the prosecution of said action. Accepted upon the terms and conditions stated above, on 1/14/2009 at Laguna Beach, Orange County, California. Subcontractor Jones Custom Concrete & Masonry Contractor Robert Thomas Carey

By:_________________________________ By:_______________________________ Print:________________________________ Print:______________________________ CSLB License Number:_________________ License Type: B-1 396167 Incorporated:____Yes_______No_________ Federal Tax ID #_______________________ Contract Total: $_______________________ City Business License Number:_____________City Name:_____________________ Workmans Compensation Insurance Policy Number:______________________________ Policy: _____________________________________________________ Producer Name/Phone:_____________________________________________________ Liability Insurance Policy Number:___________________________________________ Policy: _______________________________________________________ Producer Name/Phone:_____________________________________________________ Page 4 Initials:______ Initials:_____

EXHIBIT A 1. Subcontractor agrees to promptly begin work within 48 hours of notice by Contractor and complete work in accord with Contractor's project schedule. TIME IS OF THE ESSENCE of this Subcontract. 2. Should Subcontractor fail to employ sufficient competent help to complete the work in the given time, Contractor may, after giving forty-eight hours written notice by facsimile, letter or telegram transmitted to the last known address of Subcontractor, employ help to complete the work and charge the same to Subcontractor's account and/or charge Subcontractor any penalties due to its failure to complete on or before the due date. If the cost of completing said work exceeds the contract price, Subcontractor herein agrees to reimburse Contractor for any sums over and above the contract price. If the cost of completing the work does not exceed the contract price, any excess shall be paid to Subcontractor. If Contractor is assessed liquidated damages by Owner for failure to complete the work on time, and if any portion of the delay has been caused by Subcontractor, Subcontractor agrees to pay the portion of the liquidated damages caused by or attributed to its failure to complete its work on time and in accordance with the working schedule. 3. Subcontractor recognizes that it is responsible for cleanup of its own debris, cooperation with other trades, and maintaining its own safety program in compliance with Cal-OSHA Standards. Subcontractor will comply with the state Hazardous Materials Communications Act, and provide information as required to conform to this Act. Subcontractor shall provide Contractor with a written safety program and certification of training that complies with these governmental requirements, SB198 and safety and health programs. Subcontractor agrees that it shall be liable for any violation thereof by any of its sub-subcontractors, agents and/or employees. Subcontractor agrees that it shall take all necessary precautions while performing its work to ensure the safety of its employees and of employees of Contractor and other subcontractors. Contractor may, after reasonable notice to Subcontractor, take action as it deems necessary to remedy any failure of Subcontractor in these matters, at Subcontractor’s expense. Contractor may prohibit or regulate smoking, parking, dogs, radios, and other nuisances or safety hazards at Contractor’s sole discretion. 4. Contractor may, without notice to sureties, direct changes in the work to be performed in the subcontract. Any disagreement in compensation for these changes will be settled in accord with the provisions of this Subcontract. Contractor may require Subcontractor to proceed with all work in dispute, pending resolution. 5. If Subcontractor is or becomes obligated to a collective bargaining agreement, Subcontractor will comply with each and every term of that agreement during Subcontractor’s performance of its obligations hereunder. Subcontractor will hold Contractor harmless from claims, demands and liability for any and all trust fund payments or wage payments due under the terms of Subcontractor's collective bargaining agreements. 6. In the event any clause or provision of this Subcontract should be held invalid, then the remaining clauses and provisions shall nevertheless be and remain in full force and effect. 7. Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint is filed within three years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826. Page 5 Initials:______ Initials:______

8. Subcontractor warrants that it has satisfied itself by its own independent investigation and research regarding all conditions affecting the work, materials to be furnished, and other matters related to and all conditions existing at the Project. Subcontractor has entered into this Subcontract on the basis of such investigation and independent of any information or estimates prepared or furnished by Contractor. This Subcontract constitutes the entire agreement and understanding between the parties regarding the subject matter hereof, and supersedes and invalidates any and all prior oral or written agreements, understandings and communications between the parties regarding the subject matter hereof. 9. Subcontractor’s Payments to Suppliers: Before Subcontractor begins any work on the project, Subcontractor shall submit a complete list of names of all sub-subcontractors, materialmen, suppliers, and tool, equipment, or vehicle lessors at all tiers lower than Subcontractor (hereinafter “Supplier[s]”) that will be used in connection with the Work, and as to which Subcontractor expects to expend in excess of $5,000 during performance of the Work. Such list of Suppliers shall include a description of the scope of the Supplier’s work, or the materials it will be supplying, the

Supplier’s name, mailing and office address, telephone and facsimile numbers, and the name of a contact person with knowledge of the Subcontractor’s account. Subcontractor agrees that Contractor, at Contractor’s sole discretion, may contact any Supplier directly, orally, or in writing to obtain information regarding the status of Subcontractor’s account with the Supplier. Such information may include, but is not limited to, unpaid charges, deliveries, schedules, payments, satisfaction of sums set forth in lien waivers, and past due or disputed sums, if any. 10. Conditions Precedent to Progress Payments: In addition to any other requirements of this Subcontract, a Progress Payment shall not be due unless and until the following conditions precedent to each such Progress Payment have been satisfied: (a) Approval and acceptance of the work by Contractor, Owner and Architect; (b) Contractor’s receipt of a list of all Suppliers (as defined above) whose charges to Subcontractor are included in the portion of the work covered by the application for payment; (c) Contractor’s receipt of a conditional lien release in the required statutory form as to that portion of the work that is the subject of the Progress Payment; (d) Contractor’s receipt of satisfactory evidence that all labor and material accounts incurred by Subcontractor in connection with that portion of the work that is the subject of the immediately preceding Progress Payment, if any, have been paid in full; (e) Contractor's receipt of an unconditional lien release in the required statutory form as to that portion of the work that is the subject of the immediately preceding Progress Payment, if any; (f) Contractor’s receipt of payment and performance bond and proof of insurance as may be required under this Subcontract; and (g) Contractor's receipt of the business license and Federal tax ID numbers of Subcontractor. 11. Conditions Precedent to Final Payment: In addition to any other requirements of this Subcontract, the Final Payment shall not be due unless and until the following conditions precedent to the Final Payment have been satisfied: (a) Approval and acceptance of the work by Contractor, Owner and Architect (including any "punch-list" work and other work required to bring the work into compliance with this Subcontract); (b) Delivery to Contractor of all manuals, "as-builts", guarantees and warranties, including those for material and equipment furnished by sub-subcontractors or material suppliers, and any documents required by federal, state or local statutes; Page 6 Initials:_____ Initials:_____

(c) Contractor's receipt of satisfactory evidence that all labor and material accounts incurred by Subcontractor in connection with the work have been paid in full; (d) Contractor's receipt of a conditional final lien release in the required statutory form as to the work performed by Subcontractor or on behalf of Subcontractor; and (e) Contractor's receipt of the written consent of surety to the Final Payment, if required. 12. Withholding of Payments: Any payments due hereunder may be withheld by Contractor for the following reasons: defective work not remedied; the filing of any claim by Contractor or reasonable evidence indicating a probability of filing claims; failure of Subcontractor to make payments properly to its subcontractors or suppliers for material or labor, or to pay applicable taxes, fees and fringe benefits; reasonable doubt that this Subcontract can be completed for the balance then unpaid; or for any other breach of this Subcontract. 13. Payment Not Acceptance: No payment to Subcontractor hereunder shall operate as an approval of Subcontractor’s work or material, or any part thereof.

14. Termination: Contractor may terminate this Subcontract at any time and for any reason upon giving written notice thereof to Subcontractor. Upon receipt of such notice, Subcontractor, unless the notice directs otherwise, shall immediately discontinue the work and placing of orders for materials, facilities, and supplies in connection with the performance of this Subcontract, and, if requested, shall make every reasonable effort to procure cancellation of all existing orders or contracts on terms satisfactory to Contractor, or at the option of Contractor, give Contractor the right to directly assume those obligations, including all benefits to be derived therefrom. Thereafter, Subcontractor shall do only such work as may be necessary to preserve and protect the work already in progress and to protect material and equipment on the job site or in transit thereto. Upon termination, Subcontractor shall be entitled to payment in accordance with this Subcontract, but only to the extent of the actual cost of work completed in conformity with this Subcontract, and subject to deductions from such sum as provided in this Subcontract for the amount of any payments and applicable back charges made to Subcontractor prior to the date of the termination of this Subcontract. Subcontractor shall not be entitled to any claim of lien against Contractor or Owner for any additional compensation or damages in the event of such termination and payment. 15. Arbitration per General Contract: Notwithstanding the terms and conditions of the arbitration provision provided for herein, if the General Contract provides for an arbitration/dispute resolution mechanism between Owner and Contractor, then any dispute arising under this Subcontract shall be decided in the same manner and under the same procedure as provided in the General Contract, except that a decision by Architect shall not be a condition precedent to such a proceeding. Subcontractor agrees to be joined in any arbitration/dispute resolution procedure provided for or permitted under the General Contract with respect to any dispute that relates to or arises out of the subject matter of this Subcontract. 16. Approval of Subcontractor: This Subcontract is subject to Owner's and Architect's approval of Subcontractor. If Subcontractor is not approved, then this Subcontract shall be null, void and of no force or effect. 17. Storage Pending Claims: Should any construction equipment and/or material, regardless of ownership or possession, be involved in an occurrence, it will be the right and duty of Contractor to collect and store all such equipment in a safe and secure place until such time as the equipment is formally released by Contractor. 18. Indemnity: To the fullest extent permitted by law, Subcontractor shall defend, indemnify and hold Contractor and Owner, its parent company, subsidiaries, partners, and affiliates harmless from and against any and all loss, expense, liens, claims, demands, and causes of action of every kind and character (including those of the parties, their agent and employees) for death, personal injury, damage to property of subcontractor and third party fines or penalties, including costs, attorneys fees and settlements arising out of or in any way connected with or alleged to be arising out of or connected with the performance of work under this agreement, by act or omission, whether performed by Subcontractor Page 7 Initials:_____ Initials:_____

or any other subcontractor or any independent contractor or any agent, employee, invitee or licensee of the parties, whether resulting from or contributed to by (a) the negligence in any form, whether active or passive, except the sole negligence or willful misconduct of Contractor or owner, its parent company, subsidiaries, partners, and affiliates, its agents, employees, and other independent contractors directly responsible to it, or (b) any defect in, or condition of the premises on which the work is to be performed or any equipment thereon or any materials furnished by Contractor. Subcontractor shall be solely responsible for loss to or damage of all materials, equipment and work hereunder until the Contract is completed to Contractor and owner’s satisfaction. Subcontractor further agrees to use proper care and caution in the performance of its work hereunder so as not to cause damage to any adjoining or other property. Subcontractor does expressly assume, to the extent of the work covered by this Subcontract, all of the indemnification provisions and guarantees imposed on the Contractor by the construction contract between Contractor and owner, if any. The defense obligation contemplated herein is contingent only upon the tender by Contractor or Owner to Subcontractor of a claim which wholly or partially comes within the ambit of the above, and Subcontractor shall pay promptly when due and as incurred all attorney's fees and costs generated in the defense of Contractor or owner, as to the entire action and including bonds and the costs of appeal. No obligation of Subcontractor to Contractor or Owner shall be lessened, reduced, delayed or affected by the existence of other potential or actual indemnitors or insurers, or by Subcontractor’s rights against any third party to contribution, subrogation or pro-ration. 19. Indemnification for Design Claims: Subcontractor acknowledges and agrees to the following indemnification in addition to any other indemnification requirements of this Subcontract, and to the extent not already required by any

such provision. In the event that the General Contract requires the provision of professional design services, certifications, and/or approvals as part of the Work, to the extent that such Work is in the scope of the Work of this Subcontract: Assumption of Full Responsibility: Subcontractor assumes responsibility and liability to the fullest extent for any an all claims and/or damages of any nature or character whatsoever relating to or arising out of the performance (or lack of performance) of such professional design services or issuances of such certifications and/or approvals; and

Agreement to Indemnify: To the fullest extent permitted by law, Subcontractor agrees to defend, indemnify, and hold harmless the Contractor (its affiliates, parents, and subsidiaries) the Contractor’s surety, if any, the Owner and the Architect from and against all claims, demands, liabilities, interest, loss, damage, fines, penalties, attorney’s fees, costs, and expenses of whatsoever kind or nature, including property damage or for personal injuries (including death) to any and all persons (whether such persons are employees of Contractor, employees of Subcontractor, or employees of sub-contractors, or others) relating to or arising out of the performance (or lack of performance) of such professional design services or issuances of such certifications and/or approvals
EXHIBIT B INSURANCE REQUIREMENTS Before performing work or conducting any activities at the site of the Project, Subcontractor shall, at its expense, procure and maintain insurance and required coverage on all its operations, having at least an A. M. Best rating of no less than A-VI (except for State Fund for Workers’ Compensation coverage), and inform expectable to Contractor as follows; 1. Workers’ Compensation and Employers Liability Insurance as required by any applicable law or regulation. Employers Liability Insurance shall be provided in amounts not less than: $1,000,000 each accident for bodily injury by accident; $1,000,000 each employee for bodily injury by disease; $1,000,000 policy limit for bodily injury by disease; Page 8 Initials:_____ Initials:_____

Waiver of Subrogation endorsement in favor of the Contractor and the Project Owner as required by contract If there is an exposure to injury to Subcontractor’s employees under the U.S. Longshoreman and Harbor Workers’ Compensation Act, the Jones Act or under laws, regulations or statutes applicable to maritime employees, coverage shall be included for such injuries or claims. 2. General Liability Insurance, either Comprehensive General Liability or Commercial General Liability on coverage forms at least as broad as 1997 Insurance Services Office (ISO) occurrence form CG 0001, including coverage for: Premises and Operations; Products and Completed Operations; Broad Form Property Damage (including Completed Operations) Contractual Liability insuring obligations assumed in this agreement; Personal Injury and Advertising Liability Severability of Interest Clause General Aggregate Limits of Insurance shall apply separately to the project. “Claims Made” and “Modified Occurrence” policy forms are not acceptable. Any self-insured retention or deductible greater than $25,000 must be declared to contractor at time of bid and approved by contractor in writing. Subcontractor shall maintain primary and excess products liability and completed operations coverage through the expiration of the patent deficiency in construction statute of repose set forth in Section 337.1 of the California Code of Civil Procedure.

3. Minimum Limits of Liability shall be not less than: $1,000,000 each occurrence Bodily Injury and Property Damage combined; $1,000,000 for Personal Injury Liability; $2,000,000 Products & Completed Operations aggregate; $2,000,000 general aggregate; If either defense costs are included in the General Aggregate limit or if the General Aggregate limit does not apply separately to this project, then the required General Aggregate limit shall be $3,000,000. This additional limit can be provided by an excess policy. 4. Automobile Liability Insurance on a coverage form at least as broad as ISO form CA 0001, including: Coverage on all owned, non-owned and hired automobiles; Limit of liability shall not be less than $1,000,000 Combined Single Limit for bodily injury and property damage Contractor and owner will be named as additional insured. Increased liability limits: If higher limits of insurance are required by either the Owner or the Contractor, the Subcontractor will comply with such requirements by providing evidence of an umbrella or excess liability policy. Additional Insured and Primary Insured Requirement: (a) Under the Commercial General Liability policy the Subcontractor shall add the Contractor, its officers, directors and employees and the Owner (as required in this Agreement) as additional insured. The policy shall stipulate that the insurance afforded the Contractor and the Owner as additional insured shall apply as primary insurance. Any other insurance carried by the Contractor or the Owner will be excess only and will not contribute with this insurance. (b) The additional insured coverage shall be provided by an endorsement Page 10 providing coverage at least as broad as: Additional Insured (Form B) endorsement form CG 2010 (1985 version) as published by the ISO (or equivalent); A combination of Additional Insured endorsement form CG 2010 (any edition date) as published by the ISO (or equivalent) and Additional Insured endorsement form CG 2037 1001 (2001 version) as published by the ISO (or equivalent); Evidence of Coverage and Certificates of Insurance: Certificates of Insurance shall be furnished by the Subcontractor to Contractor before any work is commenced hereunder by the Subcontractor. The Certificates of Insurance shall provide that there will be no cancellation or reduction of coverage without thirty (30) days prior written notice to Contractor, except for 10 days in the event of non-payment of premium. In the event Subcontractor does not comply with the requirements of this section, Contractor, at its option, may provide insurance coverage to protect its interests and charge the Subcontractor for the cost of that insurance or Contractor may terminate this Agreement. The required insurance shall be subject to approval of Contractor, but any acceptance of insurance certificates by the Contractor shall in no way limit or relieve the Subcontractor of the duties and responsibilities assumed by the Subcontractor in this Contract. Allowance of any additional exclusions or coverage limiting endorsements is at the discretion of Contractor, and Subcontractor’s bid shall be subject to adjustment to compensate for the existence of such exclusions. Payment may be withheld, at the option of the Contractor, until such certificates have been furnished, or if upon receipt of a cancellation notice on a policy, until withdrawal of the notice or the reinstatement of the canceled policy. Copies of policies shall be furnished upon request. Insurance Requirements for Sub-Subcontractors, Truckers, Vendors and Suppliers: Initials:_____ Initials: _____

Subcontractor shall ensure that it’s Subcontractors, Truckers, Vendors and Suppliers of any tier shall maintain insurance in like form and amounts, including the Additional Insured requirements set forth above, and will provide contractor evidence of sub-Subcontractors, truckers, vendors and suppliers insurance prior to their starting work. Waiver of Subrogation: Contractor and Subcontractor waives all rights against each other and against all other Subcontractors and Owner(s) for loss or damage to the extent reimbursed by Builder’s Risk or any other property or equipment insurance applicable to the work, except such rights as they may have to the proceeds of such insurance. If the insurance policies require an endorsement or consent of the insurance company to provide for continued coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed. Builders Risk Insurance (a) Upon written request of the Subcontractor, Contractor shall provide Subcontractor with a copy of the Builders Risk policy of insurance or any other property or equipment policy in force for the project and procured by the Contractor. Subcontractor shall satisfy itself as to the existence and extent of such insurance prior to commencement of Subcontractor’s work. (b) If Builders Risk insurance purchased by Owner or Contractor provides coverage for Subcontractor for loss or damage to Subcontractor’s work, Subcontractor shall be responsible for the insurance policy deductible amount up to $5,000. (c) If Owner or Contractor has not purchased Builders Risk or equivalent insurance including the full insurable value of Subcontractor’s work, then Subcontractor may procure such insurance at it’s own expense as will protect the interests of Subcontractor and it’s subcontractors in the work. Such insurance shall also apply to any of Owner’s or Contractor’s property in the care, custody or control of the Subcontractor. Page 11 Property Insurance Initials: _____ Initials:_____

Subcontractors of every tier shall procure and maintain at their own expense property and equipment insurance for Subcontractor’s tools, equipment, temporary structures, work in progress (if not covered in 10 above), and work in transit or in temporary storage. Professional Liability Exposure: A $1,000,000 Professional Liability Insurance Policy shall be carried by Subcontractor and its design professional if work under this subcontract includes professional or design-build services. Evidence of coverage in the form of a Certificate of Insurance shall be provided prior to the start of the project. Coverage must allow for the reporting of claims for a minimum of 10 years following completion of the project. However, if owner or contractor elects to purchase a project design policy, Subcontractor’s policy will be endorsed to provide coverage once the design policy has been exhausted. Other requirements (a) Any acceptance of insurance certificates by Contractor shall in no way limit or relieve Subcontractor of its duties and responsibilities under this Agreement including the duty to indemnify and hold harmless Contractor under other provisions hereof. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Subcontractor for liability in excess of such coverage nor shall it preclude Contractor from taking such other actions as is available to it under any other provision of this Agreement or law. If higher limits or other forms of insurance are required in the Prime Contract, Subcontractor will comply with such requirements. (b) Subcontractor shall be responsible for any deductible amount or any loss arising out of coverage denials by its insurance carrier(s). (c) Should any insurance policy lapse or be canceled during the contract period,

Subcontractor shall, prior to the effective expiration or cancellation date, furnish Contractor with evidence of renewal or replacement of the policy. Failure to continuously satisfy insurance requirements as herein provided is a material breach of contract. In the event Subcontractor fails to maintain any insurance coverage required, Contractor may, but is not required to, maintain such coverage and charge the expense to Subcontractor or terminate this contract. (d) Subcontractor’s obligations for loss or damage arising out of Subcontractor’s work is in no way limited to the types or amounts of insurance set forth above. To the extent Subcontractor maintains insurance greater than these minimum requirements, Subcontractor agrees that such insurance shall be applicable to any of Subcontractor’s liability obligations hereunder. In specifying minimum insurance requirements herein, neither Contractor nor Owner assert or recommend this insurance as adequate to Subcontractor’s requirements. Subcontractor is solely responsible to inform itself of types or amounts of insurance it may need beyond these requirements to protect itself from loss, damage, or liability.

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