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MASTER SUBCONTRACT PACKAGE:

The following information applies to all CONSTRUCTION LTD contracts. This is a list of documentation required for the above referenced project. PLEASE READ ALL INFORMATION VERY CAREFULLY.

MASTER SUBCONTRACT: Please sign and return TWO ORIGINALS of the contract within ten (10) days. After all signatures have been acquired, one fully executed ORIGINAL will be returned to you.

Mail or Deliver to: Construction LTD 1825 Upland Drive Houston, Texas 77043

APPLICATION FOR PAYMENTS: (Exhibit “C”) Are due in our office no later than 5:00 p.m. on the 25th of each month. A Schedule of Values will need to be attached to your Application for Payment.

WARRANTY STATEMENT: (Exhibit “F”) Approximately Sixty (60) days prior to substantial completion, you will be notified that close-out documents are due. At that time, the Warranty/Guarantee form will be forwarded to the Project Coordinator by US Mail or hand delivery; no copies will be accepted, it must have an original signature.

SUPPLIER LIST: (Exhibit “G”) Must return with Contract Prior to commencing project, Construction LTD will need your supplier list complete with names, addresses and phone numbers of all suppliers to be used on this project. Keep updated and forward to our office as needed.

FEDERAL TAX W-9: (Exhibit “H”) Must return with Contract

INSURANCE REQUIREMENTS: (Exhibit “I”) Must forward before your scope of work begins See “Certificate of Insurance Sample” for detail of required insurance limits and description.

TPDES CONTRACTOR/SUB-CONTRACTOR CERTIFICATION: (Exhibit “J”) Storm Water Pollution Prevention Plan – Must be completed on your letterhead including your signatures. Return to CLTD immediately.

SCHEDULE OF VALUES: Must return with Contract Break all work down into Material and Labor. If you need a form please request from the Project Coordinator.

DISCLOSURES REGARDING FINANCIAL VIABILITY OF OWNER AND EXISTENCE OF ADEQUATE FINANCIAL ARRANGEMENTS: (Exhibit “P”) MUST be signed and returned with Contract.

SUBMITTALS - READ SPECS CAREFULLY: ALL submittals are due no later than ten (10) days after receipt of the contract. A minimum of Five (5) copies is required.

OPERATION AND MAINTENANCE MANUALS: Two (2) sets are due no later than substantial completion unless otherwise specified in specs, or requested by this office.

AS-BUILT DRAWINGS: ALL subcontractors must update the as-built drawings weekly at Superintendent’s office.

PLEASE DIRECT QUESTIONS RELATED TO CONSTRUCTION TO THE FOLLOWING PROJECT PERSONNEL:

NOTE: FAILURE TO COMPLY WITH ALL DOCUMENT REQUIREMENTS WILL RESULT IN DELAY OF PAYMENT.

MASTER SUBCONTRACTOR AGREEMENT

MSA #:

SUBCONTRACTOR’S ATTENTION IS CALLED TO PARAGRAPH 39 REGARDING THE EFFECT OF STARTING OR CONTINUING ITS WORK WITHOUT SIGNING THIS AGREEMENT.

THIS MASTER SUBCONTRACT AGREEMENT (“Agreement”), is made and entered into on by and between CONSTRUCTION LTD, Houston, Texas and herein after called the subcontractor.

Attn: Phone: Fax: Mobile: Email:

WHEREAS, CONSTRUCTION LTD, may, from time to time, enter into contracts for the performance of certain construction project work for others, which work may consist of the furnishing of services or materials or both. CONSTRUCTION LTD, may, from time to time, desire to subcontract a portion of such work to Subcontractor. The provisions of this Master Subcontract Agreement together with any applicable Project Agreement (collectively the “Agreement”) shall govern any services to be performed and/or materials and/or equipment to be furnished by Subcontractor to CONSTRUCTION LTD, on a project (the “Work”). Any Work shall be pursuant to one or more Project Agreement(s) executed by CONSTRUCTION LTD, and Subcontractor, which Project Agreement(s) shall identify the scope of the Work to be performed by Subcontractor. Subcontractor shall perform all Work in accordance with documents listed or referenced in the Project Agreement and herein. If no Project Agreement is issued, all Work shall be as otherwise agreed to between CONSTRUCTION LTD, and Subcontractor, in accordance with the Contract Documents, and shall nonetheless be subject to all terms and conditions of this Master Subcontract Agreement.

NOW THEREFORE, for and in consideration of the mutual and reciprocal obligations herein contained, it is agreed as follows:

TERM OF AGREEMENT: The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue through the end of the day immediately preceding the 2nd Anniversary date of this Agreement, unless sooner terminated pursuant to the terms of this Agreement. CONSTRUTION LTD shall have the option to extend the Initial Term for successive periods of two year each, auto renewal month by month after two years, (each, an “Extension Period”) by delivering notice thereof to Subcontractor on or prior to thirty (30) days before the expiration of the Initial Term or the current Extension Period, as the case may be (the Initial Term, as it may be so extended, the “Term”). Upon expiration of the Term, this Agreement shall automatically renew on a month-to-month basis under the existing terms, conditions and pricing until the Parties modify the Term of the Agreement or execute a new Agreement. In the event that the date of completion of any Work Order(s) (as hereinafter defined) entered into pursuant to this Agreement, or the time for performance of any Services performed pursuant to that certain Work Order(s) extends beyond the expiration or termination date of this Agreement, the terms of the Work Order(s) shall remain unchanged and in effect until expiration of the Work Order or it is otherwise terminated pursuant to the terms of this Agreement.

SERVICES: CONSTRUCTION LTD hereby appoints Subcontractor as the provider of the services for the account of CONSTRUCTION LTD as described in a work order which is attached hereto and made a part hereof and in individual work orders, if any, issued by CONSTRUCTION LTD in writing from time to time (each, a “Work Order”). Subcontractor hereby accepts said appointment and agrees that it shall provide the Services using the highest professional standards in the performance of the Services in a good and workmanlike manner to the satisfaction of Owner and CONSTRUCTION LTD. The terms of this Agreement shall govern the provision of all goods and services provided by Subcontractor in connection with Facilities and any prior agreements or understandings are superseded hereby. This Agreement does not create any exclusive arrangement, and CONSTRUCTION LTD retains the right to enter into similar service agreements with any other subcontractor. CONSTRUCTION LTD shall not be obligated to enter, offer to enter or negotiate in good faith (or for any specified period of time) to enter into any additional agreement or Work Order with Subcontractor by virtue of this Agreement. Subcontractor expressly acknowledges and agrees that if Subcontractor undertakes any work prior to receiving a Work Order from CONSTRUCTION LTD for such work, then such work will be at Subcontractor’s sole risk, cost and expense and, notwithstanding the foregoing, any such work performed by Subcontractor shall be deemed to have been performed subject to Subcontractor’s obligations under this Agreement.

WORK: That the Subcontractor will complete all of the work designated in a Work Order and all work will be completed in strict accordance with the Contract Documents together with all changes and modifications to this Agreement. The Subcontractor hereby agrees to furnish to CONSTRUCTION LTD all labor, material, equipment and supervision necessary to complete all of the work as described below in "Scope of Work" described in a Work Order, INCLUDING ALL ACCESSORIES IN STRICT ACCORDANCE WITH THE CONTRACT DOCUMENTS, ADDENDUM(s), and accepted Alternates INCLUDING BUT NOT LIMITED TO THOSE LISTED IN EXHIBIT "A" thru “S”. SUBCONTRACTOR SHALL COMPLETE ALL WORK IN ACCORDANCE WITH THE ATTACHED CONSTRUCTION SCHEDULE IN EXHIBIT "B" INCLUDING ALL FUTURE UPDATES AS THEY OCCUR OR AS THE PROGRESS OF THE PROJECT NECESSITATES. Subcontractor has examined all sections of the Contract Documents, including all of the plans and specifications necessary for the coordination of the work of this Agreement to other trades.

CONTRACT AMOUNT: Subcontractor’s compensation for the services and eligible reimbursements shall be as described in this Agreement and in individual Work Orders (“Subcontractor Fees”). Except as expressly provided in this Agreement and the applicable Work Orders, Subcontractor shall not be compensated or reimbursed for any expenses incurred by Subcontractor in its rendering of the Services, and CONSTRUCTION LTD and Owner shall have no obligation therefore. The following EXHIBITS attached hereto are included as part of this Master Subcontract Agreement:

EXHIBITS: “A” Agreement General Conditions “A-1” Work Order Form “B” Project Schedule (issued with Work Order) “C” Application for Payment form “D” Jobsite Safety Requirements “E” Tax Exemption Certificate (if applicable) “F” Warranty/Guarantee “G” Supplier’s List “H” W-9 “I” CLTD Sample Insurance Certificate “J” TPDES Subcontractor Certification “K” Joint Check Agreement “L” Subcontractor Contact Sheet “M” Sworn Statement of Accounts “N” Disclosures Regarding Financial Viability of Owner and Existence of Adequate Financial Arrangements “O” Legal Description of Property “P” Owner Furnished Disclosure of Financial Information “Q” Subcontractor Partial Release of Lien “R” Subcontractor Final Release of Lien

IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and year first above written.

) (Social Security or Tax I.D. No:

Signed:

CONSTRUCTION LTD (Tax I.D. No: 41-2246369)

Signed:

Dated:

Title:

Dated:

Title:

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EXHIBIT "A" AGREEMENT GENERAL CONDITIONS

1. SUBMITTALS: Subcontractor shall submit electric copies of required submittals, if approved by Owner, or a minimum of five (5) copies of all necessary submittals required by the Contract Documents immediately, but not later than ten (10) days after receipt of a Work Order from CONSTRUCTION LTD or upon verbal notice to provide them. If Subcontractor fails to supply the specified number of submittals, CONSTRUCTION LTD will do so at Subcontractor’s expense at $3.00 per page of blue lines and $.50 per page of 81/2” X 11” and backcharged to this Agreement. Subcontractor warrants all work described in its shop drawings and submittals does and will meet the requirements of the Contract Documents and failure to submit the appropriate products or materials in no way relieves the Subcontractor from its obligation to supply and install the intended materials or products. In the event the Subcontractor installs and/or supplies a product that has not been approved through the submittal process or supplies or installs a product that was approved but not specified in the documents and is rejected for any reason the Subcontractor is obligated at his own expense to provide and install the approved item, while maintaining all work according to the Project Schedule set out in Exhibit "B" and further obligates itself to pay for all delays to any work associated with the delay. If Subcontractor fails to provide shop drawings in an acceptable time frame which coordinates with the Project Schedule, CONSTRUCTION LTD may, at its option, provide the shop drawings on behalf of Subcontractor and charge Subcontractor for this service. If a coordination error occurs as a result of Subcontractor not submitting shop drawings, Subcontractor will pay for all cost to correct any work as a result of the coordination error. Subcontractor is required to issue all Operation and Maintenance Manuals within (30) calendar days after receipt of final approval of required submittals. Failure to submit within time indicated will result in withholding or non-payment of funds due Subcontractor until Operation & Maintenance Manuals are received by Construction LTD. Subcontractor specifically shall not withhold the manuals for payment issues.

2. DOCUMENTS: The Subcontractor agrees to be bound to CONSTRUCTION LTD by each and all of the terms and provisions of the General Contract and the other Contract Documents, and to assume toward CONSTRUCTION LTD all of the duties, obligations and responsibilities that CONSTRUCTION LTD by those Contract Documents assumes toward the Owner, and the Subcontractor agrees further that CONSTRUCTION LTD shall have the same rights and remedies as against the Subcontractor as the Owner under the terms and provisions of the General Contract and the other Contract Documents has against CONSTRUCTION LTD with the same force and effect as though every such duty, obligation, responsibility, right or remedy were set forth herein in full. The terms and provisions of this Agreement with respect to the Work to be performed and furnished by the Subcontractor hereunder are intended to be and shall be in addition to and not in substitution for any of the terms and provisions of the General Contract and the other Contract Documents. Subcontractor represents it has carefully reviewed all of the Contract Documents, including but not limited to the plans and specifications, is familiar with the project site, and can perform all of its responsibilities under this Agreement. The Subcontractor shall be obligated to perform all of the terms and provisions of the Contract Documents, including the plans, specifications, addenda, special conditions, supplemental/supplementary conditions and any general conditions in the same manner as CONSTRUCTION LTD, is bound to the owner of the Project, with like force and effect and in all respects as if the same were set out in full herein and attached hereto. If the Subcontractor varies from the plans and specifications, drawings and details, or otherwise varies from the requirements of the Contract Documents, CONSTRUCTION LTD, shall have the right and power at all times to object to and order the objectionable work to be removed or replaced or to receive from the Subcontractor in cash payment or reduce from the amount due hereunder, a sum of money equivalent to the difference between the value of the work performed and that required by the plans and specifications, drawings and details, it being at the option of CONSTRUCTION LTD, to take any course deemed proper. Further, Subcontractor shall start and maintain monthly all as-built conditions on a set of project drawings and transfer same to CONSTRUCTION LTD’s project drawings (kept in Superintendent's job trailer) prior to approval of the respective monthly pay application and before the final payment application will become due to Subcontractor, a final submission as-built drawing will be due from Subcontractor in any format required by the documents.

In the event of variations, conflicts, ambiguities or inconsistencies between or among the terms, provisions, conditions or scope of this Agreement or any other Contract Documents, the terms, provisions, conditions and scope that grant greater rights or remedies to CONSTRUCTION LTD or impose higher standards with regard to the obligations, responsibilities and scope of work of the Subcontractor shall control and be required. Further, work, material or product which may have been omitted which can be reasonably inferred or intended to have been included in the scope of the work is required to be included in this Agreement.

3. TOOLS AND EQUIPMENT: The Subcontractor shall pay for and provide all specified materials, all tools, accessories, scaffolding and equipment which may be necessary to properly execute this Contract, and all items necessary or usual to perform work of this kind to complete a workmanlike job, complete in every respect to the satisfaction of the Architect and Engineer and to CONSTRUCTION LTD. Subcontractor is responsible for all material handling, hoisting requirements and engineering layouts required for Subcontractor’s Work. Further, Subcontractor shall be required to have a cellular phone on site to be used for all phone calls made by its employees, Subcontractors, Suppliers or any other entity working under Subcontractor. This requirement shall over-ride any provision in the Contract Documents requiring CONSTRUCTION LTD to provide a phone for it’s Subcontractors, should it exist.

4. TAXES: Subcontractor hereby accepts and assumes exclusive liability for and shall indemnify, protect and save harmless CONSTRUCTION LTD and the Owner from and against the payment of: A. All contributions, taxes or premiums (including interest and penalties thereon) which may be payable under the Unemployment Insurance Law of any State, Federal Social Security Act, Federal, State, County and/or Municipal Tax Withholding Laws, or any other law, measured upon the payroll of or required to be withheld from employees, by whomsoever employed, engaged in the Work to be performed and furnished under this Agreement.

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B. All sales, use, personal property and other taxes (including interest and penalties thereon) required by any Federal, State, County, Municipal or other law to be paid or collected by the Subcontractor or any of its subcontractors or vendors or any other person or persons acting for, through or under it or any of them, by reason of the performance of the Work or the acquisition, ownership, furnishing or use of any materials, equipment, supplies, labor, services or other items for or in connection with the Work. C. All pension, welfare, vacation, annuity and other union benefit contributions payable under or in connection with labor agreements with respect to all persons, by whomsoever employed, engaged in the Work to be performed and furnished under this Agreement. In furtherance of, and in addition to the agreements, duties obligations and responsibilities of the Subcontractor with respect to the payment of sales, use, personal property and other taxes, the Subcontractor agrees to reimburse and otherwise indemnify CONSTRUCTION LTD and the Owner for any expenses, including legal fees and litigation arising from, or related to the Subcontractor's failure to pay any sales, use, personal property or other taxes based upon labor, services, materials, equipment or other items acquired, performed, furnished or used for or in connection with the Work. Subcontractor, upon request of CONSTRUCTION LTD, shall furnish satisfactory evidence of such payments within five (5) days of such request.

5. JOB CONDITIONS: If the proper performance of any item of work by Subcontractor depends upon the proper performance of any item of work by CONSTRUCTION LTD, or another subcontractor whose work precedes the work of the Subcontractor, Subcontractor shall, upon discovery and in any event prior to commencement of Subcontractor’s Work, report any deficiencies of such preceding work to CONSTRUCTION LTD, in writing, and Subcontractor's commencement of Subcontractor’s Work without having reported any such deficiency shall constitute an admission by Subcontractor that such preceding work was properly done and acceptance thereof and Subcontractor shall not be entitled to any additional compensation for the proper performance of Subcontractor’s Work regardless of the condition of such preceding work. Subcontractor shall be responsible for determining for himself the field dimensions, material, and labor requirements relating to his work and shall not rely on estimates or statements of CONSTRUCTION LTD, with respect to such matters. Subcontractor shall attend a mandatory weekly jobsite coordination meeting while his work force is on site. In the event that Subcontractor chooses not to attend these mandatory meetings, Subcontractor agrees to the deduction of Fifty Dollars ($50.00) from Subcontractor’s next pay application, per missed meeting will be assessed as a reasonable charge for CONSTRUCTION LTD’s cost of conducting such meeting. As applicable and unless specifically stated otherwise in writing, CONSTRUCTION LTD retains all salvage right to any materials and/or equipment existing at the project at the commencement of the work.

6. PROSECUTION OF WORK: Time is of the essence of this Agreement and each Work Order and any breech of same shall go to the essence of, and Subcontractor, in agreeing to complete the work within the times and sequences herein mentioned, has taken into consideration and made provisions for all the hindrances and delays incident to the work. The Contract Documents provide that CONSTRUCTION LTD must complete the work covered therein within a certain stated time. If the performance of such work by CONSTRUCTION LTD is delayed in whole or in part through the failure of Subcontractor to perform the Work in accordance with CONSTRUCTION LTD's progress schedule, as may be modified from time to time, and such delay results in the CONSTRUCTION LTD s inability to complete the work covered by the Contract Documents within the prescribed period of time, Subcontractor agrees to reimburse CONSTRUCTION LTD for any and all damages, costs and expenses that may be incurred by the CONSTRUCTION LTD which are attributable to or caused by the Subcontractor's failure to perform as set forth above, including without limitation, liquidated damages assessed by Owner against CONSTRUCTION LTD resulting from delays of Subcontractor in performing the Work. The progress and completion of the Subcontractor’s Work, including all changes that may be made in accordance with the provisions of this Agreement, shall be prosecuted timely in accordance with the Project Schedule provided by CONSTRUCTION LTD. Such schedule is prepared for the sole benefit of CONSTRUCTION LTD and Subcontractor waives its right to use the schedule against CONSTRUCTION LTD for its benefit. Subcontractor acknowledges that revisions may be made in such Schedule and agrees to make no claim for acceleration or delay by reason of such revisions, including, but not limited to, revisions altering the sequence of Subcontractor's Work, so long as such revisions are of the type normally experienced in work of this scope and complexity. In the event Subcontractor is unable to maintain progress in accordance with the Schedule by reason of events for which extensions of time are permitted in the Contract Documents, Subcontractor's time for completion shall be extended for such amount of time as CONSTRUCTION LTD and Subcontractor agree to, provided, that a time extension in at least the same amount of time is given by Owner to CONSTRUCTION LTD, and further provided, that notification of delay is given as provided under the Contract Documents and Paragraph 13 of this Agreement. This time extension shall be the sole remedy for such delays. Subcontractor shall not be entitled to recover damages from CONSTRUCTION LTD or CONSTRUCTION LTD's surety for any delays which do not result from CONSTRUCTION LTD's performance of the Work or for which CONSTRUCTION LTD is not fully compensated by Owner as provided in this paragraph.

The Subcontractor waives the requirement of a written notice to proceed and agrees to note the progress of the project, so that he shall know when it is possible to begin the installation of his work and shall have all of his materials ready to be incorporated, designed, purchased, manufactured, assembled and ready for installation whenever the condition of the building shall permit such instal lation. CONSTRUCTION LTD shall not be liable to Subcontractor for any delay to Subcontractor's Work resulting from the act, negligence or default of the Owner and/or Architect, or by reason of fire or other casualty, or on account of any acts of nature force majeure, labor dispute, or any other cause beyond CONSTRUCTION LTD's control; or on account of any circumstances caused or contributed to by Subcontractor. Any time Subcontractor is behind the schedule established by CONSTRUCTION LTD for the performance and completion of its work, Subcontractor and its subcontractor’s or vendors shall, at its own expense, perform any and all overtime work necessary to bring its work back on schedule.

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Subcontractor agrees that it will complete all Owner/Architect/Prime contractor punch list items within ten (10) working days of presentation of formal punch list to Subcontractor. CONSTRUCTION LTD may at his sole discretion and at the expense of the Subcontractor, employ any reasonable means necessary to complete the formal punch list items after the ten (10) working day period has expired and deduct those costs from this Agreement. Should the Subcontractor at any time, whether before or after final payment or completion of the Work, refuse or neglect to supply a sufficiency of skilled workers or materials of the proper quality and quantity, or fail in any respect to prosecute the Work with promptness and diligence, or cause by any act or omission the stoppage, impede, obstruct, hinder or delay of or interference with or damage to the work of CONSTRUCTION LTD or of any other contractors or subcontractors on the project, CONSTRUCTION LTD shall have the right, in addition to any other rights and remedies provided by this Agreement and the other Contract Documents or by law, at one time or in phases at CONSTRUCTION LTD’s discretion, after two (2) days written notice to the Subcontractor mailed or delivered to the last known address of the latter, (a) to perform and furnish through itself or through others any such labor or materials for all or any portion of the Work and to deduct the cost thereof from any monies due or to become due to the Subcontractor under this Agreement, (b) to terminate the employment of the Subcontractor for all or any portion of the Work, and/or (c) enter upon the premises and take possession, for the purpose of completing all or any portion of the Work,, of all materials, equipment, scaffolds, tools, appliances and other items thereon as CONSTRUCTION LTD may select, all of which the Subcontractor hereby authorizes CONSTRUCTION LTD to employ and/or communicate with any person or persons in connection with the completion of the Work and/or to provide all the labor, services, materials, equipment and other items required therefor. 7. PROTECTION AND LOSSES: The Subcontractor shall secure and protect Subcontractor’s Work and shall bear and be liable for all loss or damages of any kind which may happen to the work or any materials to be incorporated therein at any time prior to the final completion and acceptance thereof. CONSTRUCTION LTD shall not be responsible for any damages done to the work or property of the Subcontractor unless such damages shall be caused by the sole negligence of CONSTRUCTION LTD. In the event of loss caused to Subcontractors work by burglary, vandalism or acts of nature covered by any insurance, the Subcontractor shall bear the cost of the deductible per claim.

8. WARRANTY: Subcontractor hereby guarantees his work against all defects of material or workmanship and guarantees that such work shall be in strict compliance with the Contract Documents for the period of time specified in the Contract Documents. If no guarantee is called for by the Contract Documents, Subcontractor's guarantee shall be for a period of one (1) year from the date of substantial completion or acceptance of the project by the Owner; whichever applies per contract documents. Such guarantee is to include all costs of repairing and replacing Subcontractor's work to comply strictly with the Contract Documents. Subcontractor further agrees to indemnify and save harmless CONSTRUCTION LTD, from any and all claims, demands, causes of action including investigation costs, attorneys fees and cost of court, resulting or arising out of such alleged defects of materials or workmanship, or failure of his work to comply strictly with the Contract Documents as further defined in Article 18 herein to which reference is made. Without limiting the generality of the foregoing, the Subcontractor warrants to the Owner and CONSTRUCTION LTD, and each of them, that all materials and equipment furnished under this Agreement will be of first class quality and new, unless otherwise required or permitted by the other Contract Documents, that the Work performed pursuant to this Agreement will be free from defects and that the Work will strictly conform with the requirements of the Contract Documents. Work not conforming to such requirements, including substitutions not properly approved and authorized, shall be considered defective. All warranties contained in this Agreement and in the Contract Documents shall be in addition to and not in limitation of all other warranties or remedies required and/or arising pursuant to applicable law. Failure of Subcontractor to honor and satisfy the foregoing and any other warranties or guarantees required of the Subcontractor under the Contract Documents, shall constitute a default by Subcontractor

9. CLEAN-UP: The Subcontractor shall provide its own dumpster and at all times keep the building and premises free from rubbish and debris caused by its operations and upon completion have the work free and clear from all obstructions and hindrances. Whenever in the opinion of CONSTRUCTION LTD, the building and premises are not free from such rubbish, debris, obstructions and hindrances, CONSTRUCTION LTD shall at its option, remove same and charge the cost of TWENTY-FIVE DOLLARS ($25.00) PER ONE (1) HOUR MINIMUM to the Subcontractor, after Subcontractor has been given twenty-four (24) hours written notice of such condition by any CONSTRUCTION LTD employee.

10. INSURANCE:

1. Subcontractor shall maintain in full force and effect, at its own expense, insurance for their respective liabilities and interests and including the types and amounts as required by this agreement and the Contract Documents. Subcontractor shall require the same minimum insurance requirements as listed herein of all its subcontractors.

2. Policies must be issued by carriers having ratings of A- VII, or better, from Best’s Insurance Guide and be authorized to engage in the business of insurance and be in full compliance with the laws of the State in which the Project is located.

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General Aggregate (applies separately to each project) $2,000,000 Products-Completed Operations Aggregate $2,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage (any one fire) $ 100,000

3. Each certificate of insurance shall state that the Project (with the Project’s address) is an insured location. An original insurance certificate in compliance with this Master Subcontract Agreement must be issued by each insurance carrier for the Subcontractor and its sub-subcontractors prior to the commencement of Subcontractor’s Work. The Subcontractor and its sub-subcontractors shall cause such policies to be open to inspection at all times, and shall cause said policies to be properly endorsed to provide coverage required by the Contract Documents as indicated herein. If requested in writing by Contractor, Subcontractor will provide to Contractor a certified copy of any or all insurance policies or endorsements required by this Agreement.

4. Such insurance shall be written for not less than limits of liability as follows:

a. Workers’ Compensation and Employer’s Liability (No Alternate forms of coverage are permitted): 1. Statutory requirements in states where operating, to include all areas involved in operations covered under this

Agreement. 2. Coverage “B” – Employer’s liability limit: $1,000,000 each employee for bodily injury and disease. 3. Where applicable, U.S. Longshoreman and Harbor Worker’s Compensation Act and or Maritime Coverage

Endorsement shall be attached to the policy.

b. Commercial General Liability – Occurrence Form CG 00011093 or equivalent (including Broad Form Property Damage and Contractual Liability):

Medical Expense (any one person) $ 5,000

Subcontractor shall maintain Commercial General Liability coverage for itself and all additional insured’s for the duration of the project and maintain Completed Operations coverage for itself and each additional insured until each party’s statutory liability has ceased.

No ISO endorsement forms CG 2294, 2295, or equivalents, which limit coverage for subcontractors will be accepted. If policy excludes residential, habitational, roofing, plumbing or any other type of operation, then a copy of exclusion must be attached to certificate. Contractor reserves the right to reject General Liability Insurance which contains these exclusions.

c. Automobile Liability (including all owned, leased, hired and non-owned vehicles): - Occurrence Form Combined Single Limit - $1,000,000

d. Umbrella Liability – Occurrence Form Coverage with limits of not less than $1,000,000 per occurrence/$1,000,000 aggregate, in excess of the coverage listed in a., b. and c. above.

e. Property Insurance : Subcontractor is required to obtain insurance in the amount of 100% replacement cost of all contractors’ equipment and other property; including labor to re-install said property unless Contractor sends documentation that they are providing such coverage. In either case, Subcontractor is responsible for their pro rata share of any deductible related to such policy. Policy shall name Contractor, Owner, Architect, Sub-subcontractors and other parties as required in the Prime Contract and insured’s “as their interests may appear”.

5. Subcontractor’s insurance shall be primary and any insurance maintained by Contractor shall be excess and noncontributory.

6. Subcontractor shall be responsible for any deductibles stated in such policies. 7. Except as to Workers’ Compensation Insurance, Contractor, Owner, and all parties as required in the Prime Contract shall be

named as additional insured’s as their interests may appear. Additional insured on General Liability and Umbrella must include ongoing and completed operations CG2010 and CG2037 or equivalent. This insurance for Additional Insured’s shall be as broad as coverage provided to the named insured. It shall apply as primary and non-contributory before any other insurance or self-insurance, including any deductible, maintained by or provided to the Additional Insured’s. A copy of the Additional Insured Endorsement(s) must be attached to the Certificate of Insurance required by this agreement.

8. All policies shall include a waiver of subrogation in favor of Contractor, Owner and any other parties required of Contractor in the Prime Contract for recovery of damages to the extent these damages are covered by Commercial General Liability, Umbrella Liability, Automobile Liability and/or Worker’s Compensation and Employers Liability insurance maintained per requirements stated in this agreement.

9. Subcontractor’s General Liability, Automobile Liability, Umbrella Liability and Worker’s Compensation policies shall be endorsed to state that Contractor will be notified at least 30 days in advance in the event of cancellation, non-renewal or material change in coverage of said policies and subcontractor will replace “will endeavor” with “must notify” in the Certificate of Insurance.

10. Failure of Subcontractor to fulfill any of its obligations contained in the agreement shall constitute a material breach of the Agreement and may result in a default. Subcontractor shall indemnify and hold the Contractor harmless from any and all claims, loss, damage or expense (including but not limited to attorney’s fees and increased insurance premium) arising out

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of any breach by the Subcontractor or any sub-subcontractor of any provision of this Master Subcontract Agreement and it’s insurance requirements. 11. Contractor and Subcontractor waive all rights against each other and against Owner, Architect, other contractors, and all

other subcontractors for damages caused by fire or other perils to the extent reimbursed by builder’s risk or any other property insurance, except such rights as they may have to the proceeds of such insurance. The word “proceeds” as used in this paragraph shall mean all amounts paid under a policy of insurance after subtraction of a pro rata portion, based on the amount Subcontractor’s claim bears to the total claim made, or any deductibles stated in such policy of insurance. Subcontractor shall cause each of its sub-subcontractors to secure from their respective insurers, these same waivers of subrogation.

12. Contractor must be notified of any aggregate limit which is reduced below 75% of the limit required by this Agreement. 13. No deductible or self-insured retention in excess of $10,000 is allowed without the prior written approval of Contractor. 14. If the forms of policies, endorsements, certificates, or evidence or insurance required by this Agreement are superseded or

discontinued, Contractor will have the right to require other equivalent forms. 15. Contractor shall have the right, but not the obligation, to prohibit Subcontractor or any sub-subcontractor from entering the

project site until such certificates or other evidence that insurance has been placed in compliance with these requirements is received and approved by Contractor. Failure to maintain the required insurance may result in termination of this Agreement at Contractor’s option. If Subcontractor fails to maintain the insurance as set forth herein, Contractor shall have the right, but not the obligation, to purchase said insurance at Subcontractor’s expense.

16. The insurance requirements set out in this Article are independent from all other obligations of Subcontractor under this Agreement and apply whether or not required by any other provision of this Agreement.

SAFETY AND CODE COMPLIANCE: Subcontractor shall comply with all Federal, State, Municipal and local laws, ordinances, rules, regulations, codes, standards, orders, notices and requirements concerning safety as shall be applicable to the Work, including, among others, the Federal Occupational Safety and Health Act of 1970 and the Clean Water Act, as amended, and all standards, rules, regulations and orders which have been or shall be adopted or issued thereunder, and with the safety standards established or imposed during the progress of the Work by CONSTRUCTION LTD, and shall pay all taxes and contributions imposed or required by any law for any employment insurance, pensions, old age retirement funds, or similar purposes in respect to the work under this contract and the employees of Subcontractor in the performance of said work. Subcontractor shall take all necessary safety precautions with respect to its work and shall comply with all safety measures initiated by CONSTRUCTION LTD or the Owner the Federal Occupation Safety and Health Act in its most recent edition and related requirements. Subcontractor shall be responsible for compliance with all workmen and public safety laws, environmental laws, ordinances and regulations relating to the work and Subcontractor agrees to indemnify and hold harmless CONSTRUCTION LTD, and Owner from all liability, assessments, administration hearing, fines, penalties, cost and expense of any nature arising out of the failure in whole or in part, directly or indirectly, of the Subcontractor and it's agents, employees or assigns to so comply.

12. DEFAULT AND TERMINATION:

(a) The term "event" or "default" as used herein shall mean the occurrence of any of the following events:

(i) the failure of Subcontractor to perform the obligations or any part thereof as set out in this Agreement; (ii) the failure by Subcontractor or any other party thereto to punctually and fully perform and observe each term,

covenant, agreement or condition contained herein; (iii) the dissolution, termination, partial or complete liquidation or merger or consolidation of Subcontractor; (iv) any suit or proceeding filed against the Subcontractor which would have a materially adverse effect on the ability of

Subcontractor to perform each and every one of its respective obligations under this Agreement; (v) should Subcontractor (i) become insolvent, (ii) file a voluntary petition in bankruptcy under Title 1 of the U.S. Code

and fail to immediately assume this Agreement and cure all defaults hereunder or (iii) make an assignment for the benefit of creditors;

(vi) failure to perform any other agreements between the parties by Subcontractor. (vii) the failure to prosecute the work in accordance with the this Agreement and the schedules established by

CONSTRUCTION LTD; (viii) the failure to provide a sufficient number of properly skilled supervisors, workmen, or tools, equipment, materials,

or supplies in the proper quantity and quality; (ix) interfere with or disrupt, or threaten to interfere with or disrupt the operations of CONSTRUCTION LTD., Owner, or

any other laborer, materialmen, supplier, subcontractor, or other person working on the project for any reason; (x) the likelihood Subcontractor cannot complete Subcontractor’s Work for the ;amount remaining payable under this

Agreement; (xi) fails in any respect to prosecute the Work with the promptness and diligence necessary to meet the scheduling

requirements of CONSTRUCTION LTD.

(b) In the event the Subcontractor, in the judgment of CONSTRUCTION LTD, defaults or otherwise commits a breach of this Agreement, CONSTRUCTION LTD may give Subcontractor written notice of default. Upon receipt of such notice, Subcontractor shall have two calendar days in which to cure any such default or to commence bonafide efforts to cure said default as expeditiously as possible.

(c) In the event of a default and upon the expiration of the 2-day cure period set forth hereinabove without all such defaults having

been fully cured and/or there not having been any bonafide attempt to cure such defaults, CONSTRUCTION LTD may: (a) supplement Subcontractor’s efforts with any such labor or materials deemed necessary by CONSTRUCTION LTD and to

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deduct the cost thereof from any money due or thereafter to become due by CONSTRUCTION LTD to Subcontractor (b) terminate this Agreement, take possession of all or any materials, supplies, equipment and tools pertaining to this job whether on the job site, in Subcontractor’s shop or in transit, and may make independent arrangements for completion of the job by any means without the requirement of competitive proposals. In case of such supplementation or termination, Subcontractor shall not be entitled to receive any payment under this Agreement which might otherwise be due it until all of Subcontractor's obligations hereunder shall be performed and payment in full therefore has been made by Owner to CONSTRUCTION LTD, at which time, if the unpaid balance of the amount to be paid under this Agreement shall exceed the expenses incurred by CONSTRUCTION LTD in supplementing or completing Subcontractor's Work, plus any cost or damages sustained by CONSTRUCTION LTD by reason of such failure or lack of performance by Subcontractor, including attorney fees, such excess shall be paid by CONSTRUCTION LTD to Subcontractor. If such expenses, costs and damages exceed such unpaid balance, Subcontractor and/or its performance bond surety, if any, shall pay on demand the difference to CONSTRUCTION LTD. In addition to the other remedies specified in this Agreement, CONSTRUCTION LTD may immediately, in the event of default or failure of Subcontractor to perform its obligations, provided or arrange for the provision of such labor, equipment and/or materials necessary to continue and complete (any or all of) the work contracted for at Subcontractor’s cost and expense, and apply any and all funds due or to become due to Subcontractor thereto, all without terminating, rescinding or voiding this Agreement or releasing Subcontractor from any liability hereunder or from any damages caused by Subcontractor’s failure to perform.

(d) In the event of a default by Subcontractor under this Agreement, Subcontractor shall not be entitled to any further payment

under this Agreement and all sums and obligations owing to CONSTRUCTION LTD by Subcontractor in any right or capacity, whether under this Agreement or otherwise, immediately shall become due and payable to CONSTRUCTION LTD.

(e) CONSTRUCTION LTD’s failure to terminate this Agreement a n d a n y W o r k O r d e r in the event of

Subcontractor’s delay shall not preclude CONSTRUCTION LTD from exercising the right of termination at a later time, and shall not be construed a waiver of Subcontractor’s and/or Subcontractor’s surety’s obligation to reimburse CONSTRUCTION LTD for any costs, damages, or expenses incurred as a result of such delay; and all such costs, damages, and expenses shall be paid or reimbursed to CONSTRUCTION LTD upon demand.

(f) In the event Owner terminates CONSTRUCTION LTD, Subcontractor shall immediately stop work. In such event,

CONSTRUCTION LTD may terminate this Agreement a n d a n y W o r k O r d e r and Subcontractor will be entitled to compensation for its work preformed up to the date of notice of termination, plus such additional costs necessitated by the termination, together with a reasonable overhead and profit on such work, but only if (and when) CONSTRUCTION LTD is paid such funds by Owner.

(g) CONSTRUCTION LTD may terminate this Agreement and any Work Order, in whole or in part, for CONSTRUCTION LTD’s

convenience (and without the requirements to prove a default under this contract) in the event that circumstances change such that it is in CONSTRUCTION LTD’s interest to terminate this Agreement and any Work Order. Such changes in circumstance include payment difficulties with Owner, difficulties in obtaining Subcontractor’s cooperation in the performance of any Subcontractor’s obligations stated here, or any other circumstances which would justify termination. In the event of a termination for convenience, Subcontractor shall immediately stop work. In such an event, CONSTRUCTION LTD shall be entitled to take over any materials or supplies which Subcontractor has had delivered to the Project (or has contracted for) provided that CONSTRUCTION LTD shall pay Subcontractor the cost of such materials or supplies and a mark-up (to cover Subcontractor’s overhead) of 10%.

(h) In the event of termination for convenience pursuant to Paragraph 12. (h), Subcontractor shall have the right to payment only

of costs incurred for work actually performed upon (and in accordance with) the Work Order through the date of notice of termination (plus a reasonable mark-up not to exceed 10% for overhead and profit upon this work less (i) amounts paid to date and (ii) any costs of (or credited for) correction). Such payment shall not exceed the amount earned to date on the Work Order work less previous payments. For purposes of this Subcontract the term “costs” shall include only personnel and overhead based at the project site.

(i) In addition to all of its other rights, CONSTRUCTION LTD may at any time request Subcontractor to provide adequate

assurance of Subcontractor’s ability to complete the project. CONSTRUCTION LTD may request assurance of Subcontractor’s financial capability, ability to secure appropriate labor, supplies, equipment or materials. CONSTRUCTION LTD may request this assurance be provided to it in any form reasonably deemed necessary by CONSTRUCTION LTD and Subcontractor’s failure to provide such assurance with a form in content satisfactory to CONSTRUCTION LTD shall constitute a material breach of this Subcontract and be independent cause for CONSTRUCTION LTD’s termination of this Contract, or supplementing Subcontractor’s forces.

(j) If CONSTRUCTION LTD observes that Subcontractor’s work is jeopardizing the safety of project activities then

CONSTRUCTION LTD may (at its option and in its sole discretion, and without prejudicing other remedies which are provided here) either (a) insist that Subcontractor immediately cease or cure the offending conditions, and/or (b) stop or cure the offending conditions itself at Subcontractor’s expense.

(k) In the event any termination of this Subcontract for cause is determined to be improper or otherwise wrongful, such termination

will be converted to termination for convenience and Subcontractor’s damages shall be limited to those items set forth at Paragraph 12. (i) above.

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13. CHANGES: CONSTRUCTION LTD and Subcontractor agree that the Owner, Architect, Engineer or CONSTRUCTION LTD may add to or deduct from the Subcontractor's Work, and any changes so made in the amount of Subcontractor's Work, or any other parts of the Work Order, shall be by a written Change Order from the Project Manager setting forth in detail the changes involved and the value thereof which shall be mutually agreed upon between CONSTRUCTION LTD and Subcontractor. Subcontractor. Subcontractor agrees to proceed with Subcontractor's Work, as changed, when so ordered in writing by CONSTRUCTION LTD so as not to delay the progress of the Work.

(a) Subcontractor shall be entitled to receive no extra compensation for extra work or materials or changes of any kind, unless such extra work or materials or changes were ordered by CONSTRUCTION LTD, in writing from the Project Manager, or unless a Change Order has previously been issued by CONSTRUCTION LTD.

(b) In the event Subcontractor performs additional services or furnishes additional materials for any reason without first receiving a written change order from the Project Manager of CONSTRUCTION LTD, Subcontractor hereby agrees that no claim for such additional services or materials furnished by Subcontractor to CONSTRUCTION LTD shall be valid.

(c) Subcontractor will make all claims for extra compensation and extensions of time to CONSTRUCTION LTD

promptly in accordance with this Paragraph and consistent with the Contract Documents. Subcontractor agrees that the time listed in the Contract Documents within which notice must be given for a claim or any appeal is reduced by five (5) days for all notices submitted by Subcontractor. CONSTRUCTION LTD agrees to pursue reasonable claims submitted by Subcontractor against Owner under the provisions of the Contract Documents. Subcontractor shall be responsible for preparation of the claims and for all legal and other costs incurred by CONSTRUCTION LTD.

(d) Notwithstanding any other provision herein, if the work for which Subcontractor claims extra compensation is

determined by Owner or Architect not to entitle CONSTRUCTION LTD to extra compensation, CONSTRUCTION LTD shall not be liable to Subcontractor for any extra compensation for such work, unless CONSTRUCTION LTD agreed, in writing, to such extra compensation according to paragraph 13(b). Subcontractor agrees that time extensions shall be its sole remedy for delay caused by acts or omissions of CONSTRUCTION LTD. Subcontractor expressly waives all monetary claims for delay damages, unless Owner compensates CONSTRUCTION LTD for such delays, as set out above, and unless CONSTRUCTION LTD approves in writing that Subcontractor shall be entitled his pro rata portion thereof.

(e) Subcontractor agrees that CONSTRUCTION LTD shall have no liability or responsibility to Subcontractor with respect to claims or disputes relating to Subcontractor’s Work performed hereunder in relation to any act or omission of Owner and/or Architect other than to pass through to Subcontractor any monetary and/or time adjustments that may be granted under the terms of the contract between Owner and CONSTRUCTION LTD. In the event of multiple subcontractors asserting claims as described in this paragraph, Subcontractor agrees to accept a pro rata share of any monetary recovery made against Owner. Subcontractor shall be solely responsible for taking all action required to preserve any claim rights that might exist and to prosecute such claims through negotiation, any applicable claim process, or litigation, at its sole cost and risk, except as agreed otherwise by CONSTRUCTION LTD, in writing. CONSTRUCTION LTD shall cooperate with Subcontractor to negotiate and/or prosecute any such claims directly with Owner and shall, if required, execute a mutually agreeable "pass-through agreement" with Subcontractor providing a release of CONSTRUCTION LTD=s surety to enable Subcontractor to handle such claims; provided, however, that as to all such claims Subcontractor shall bear all costs of handling or prosecution, except as agreed otherwise by CONSTRUCTION LTD, in writing, and shall indemnify and hold CONSTRUCTION LTD harmless from any liability, loss, cost or expense, including all legal and attorneys' fees, caused by or arising from Subcontractor's prosecution of any such claim.

(f) Subcontractor understands and agrees that any and all changes to this Agreement, pursuant to the provisions of Paragraph 13, must be executed by CONSTRUCTION LTD’s Project Manager to be considered valid. No such change shall be binding upon CONSTRUCTION LTD, if executed or directed by anyone other than CONSTRUCTION LTD’s Project Manager.

(g) If Subcontractor shall make any claim against CONSTRUCTION LTD for extra work or additional compensation,

CONSTRUCTION LTD shall have the right to present any such claim or claims to the Architect and/or Owner for determination and decision. In so doing, its action shall not be construed as an acknowledgment of the validity thereof, or a waiver of any right of CONSTRUCTION LTD, and such action shall be without prejudice to any and every one of its rights. The decision of Architect and/or Owner shall be final and binding upon Subcontractor to the same extent and purpose that it is final and binding on CONSTRUCTION LTD.

(h) If Subcontractor is entitled to payment for extra work, its percentage fees (for overhead and profit combined) shall

not exceed: 10% for work performed by Subcontractor’s own forces and 5% for work performed by its contractors and suppliers unless stipulated otherwise in the documents. Sub-contractors shall likewise be entitled to 10% for work performed by their own forces and 5% for work performed by their contractors and suppliers unless stipulated otherwise in the documents. No fee will be allowed for overtime premiums. Such percentages include all supervision above the foreman level, as well as all field, home office, and other overhead. If the provisions of the Contract Documents limit overhead, profit, or other similar markups on Subcontractors extra work, or if they provide other percentage limitations, then such limitations shall apply and supersede the percentages identified above in this paragraph.

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14. ASSIGNMENT: Subcontractor shall not sublet, assign or transfer this contract or any work or payments due hereunder without CONSTRUCTION LTD's prior written consent, and such consent shall not relieve Subcontractor of its obligations hereunder. Any assignment of this Agreement or any Work Order or monies due Subcontractor or its second tier subcontractor or vendor hereunder without the prior written consent of CONSTRUCTION LTD will be void and of no effect. 15. DAMAGES: Should Subcontractor fail to complete his work in a timely manner and in accordance with CONSTRUCTION LTD's progress schedule or any extensions thereof, he shall be liable for any liquidated damages assessed by CONSTRUCTION LTD (equal to the amount "per diem" CONSTRUCTION LTD is bound to the Owner) together with any other damages occasioned thereby as a result of Subcontractor's failure to complete his portion of the work in accordance with the approved progress schedule. Subcontractor shall also be liable to CONSTRUCTION LTD for the "per diem" cost of field general conditions and project management it may incur as a result of subcontractor not completing its work within the time frame established by the project schedule, whether or not liquidated damages are assessed by Owner. 16. PAYMENT OF LABOR, SUPPLIES AND MATERIAL: Subcontractor will act as the fiduciary and apply the payments from CONSTRUCTION LTD to its employees, sub-subcontractors and suppliers before using any part thereof for any other purpose. Subcontractor shall, as often as requested by CONSTRUCTION LTD, furnish an affidavit showing the names, addresses and phone numbers of all persons who shall have furnished labor, materials or services for the Work and the amount due or to become due to each such person. Progress payments will be made in the form of checks payable jointly to Subcontractor and any other parties supplying labor, materials or equipment to the project or directly to the supplying entity if the Subcontractor fails to endorse the joint check. If Subcontractor shall fail to pay promptly when due, for all labor, services, and materials furnished in connection with the performance of Subcontractor’s Work, CONSTRUCTION LTD may pay the amount of such liabilities and recover the amount thereof from Subcontractor, directly or by the application of any portion of the Agreement or Work Order amount then, or thereafter becoming due hereunder. Subcontractor will always provide partial and full payment affidavit(s) from any or all persons furnishing labor, materials, equipment or services under this Agreement or Work Order. 17. LIENS: The Subcontractor shall pay promptly when due all labor and materials used in the performance of this Agreement. Subcontractor agrees to turn Subcontractor’s Work over to CONSTRUCTION LTD, in good condition and free and clear from all claims, encumbrances and liens for labor, services, or materials, and to protect, save, and hold harmless CONSTRUCTION LTD, and Owner from all said claims, encumbrances and liens growing out of the performance of this work and all maintenance required under the Contract Documents, and should Subcontractor, during the progress of said work, or at any time thereafter, fail to pay for all labor, services and materials used or purchased for use in the prosecution of said work, CONSTRUCTION LTD, may at its option, and without notice to Subcontractor, pay all such claims and charge the amounts thereof to Subcontractor. In the event suit is filed by any person, firm or corporation asserting a claim or lien for labor, services or materials used or purchased for use in the work covered by this Agreement, Subcontractor will, at its own cost and expense, including attorney fees, defend such suit and pay any judgment rendered therein and hold CONSTRUCTION LTD harmless from any costs associated therewith. Upon the request of the Owner or CONSTRUCTION LTD, Subcontractor will, at no cost to the Owner or CONSTRUCTION LTD, procure a bond to indemnify the owner and/or CONSTRUCTION LTD against the lien.

18. RELEASE AND INDEMNITY:

a) RELEASE

SUBCONTRACTOR HEREBY RELEASES AND WAIVES ALL CLAIMS, RIGHTS OF RECOVERY AND CAUSES OF ACTION AGAINST CONTRACTOR (AS DEFINED BELOW), OWNER, AND ALL PARTIES AS REQUIRED IN PRIME CONTRACT FOR ANY INJURY TO, LOSS OF USE, OR DAMAGE THAT OCCURS TO SUBCONTRACTOR’S PROPERTY, INCLUDING, WITHOUT LIMITATION, MATERIAL OR EQUIPMENT WHICH HAS NOT YET BEEN INSTALLED AS PART OF THE SUBCONTRACTOR’S WORK. THIS RELEASE AND WAIVER APPLIES REGARDLESS OF THE CUASE OF THE LOSS AND INCLUDES LOSSES CAUSED BY CONTRACTOR’S (AS DEFINED BELOW) NEGLIGENCE. THIS RELEASE AND WAIVER PRECLUDES ALL RIGHTS OF RECOVERY BY PARTIES CLAIMING BY OR THROUGH SUBROGATION, ASSIGNMENT OR SOME OTHER MEANS.

b) INDEMNITY

THE PARTIES RECOGNIZE THAT CERTAIN RISKS MAY BE INHERENT IN THE PERFORMANCE OF THIS AGREEMENT AND, IN ORDER TO ELIMINATE CONTROVERSIES BETWEEN CONTRACTOR AND SUBCONTRACTOR, IT IS THE INTENTION OF THE PARTIES THAT THE RISK ALLOCATION AND INDEMNIFICATION PROVISIONS OF THIS AGREEMENT SHALL EXCLUSIVELY GOVERN THE ALLOCATION OF RISKS AND LIABILITIES WITHOUT REGARD TO CAUSE (SUBJECT TO THE EXPRESS EXCEPTIONS INCLUDED IN SUCH PROVISIONS), IT BEING ACKNOWLEDGED THAT THE COMPENSATION PAYABLE TO SUBCONTRACTOR HAS BEEN BASED ON THE EXPRESS UNDERSTANDING THAT RISKS AND LIABILITIES SHALL BE DETERMINED SOLELY IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. SUBCONTRACTOR AGREES TO PERFORM SUBCONTRACTOR’S WORK AT ITS OWN RISK. EXCEPT WITH RESPECT TO CLAIMS RELATING TO BODILY INJURY OR DEATH OF AN EMPLOYEE AS DEFINED IN THE PARAGRAPH BELOW, SUBCONTRACTOR AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS (COLLECTIVELY “INDEMNIFY”) CONTRACTOR, ITS PARTNERS, MEMBERS, DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES, AND ANY PARTIES REQUIRED TO BE INDEMNIFIED BY

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CONTRACTOR UNDER THE CONTRACT DOCUMENTS (COLLECTIVELY THE “INDEMNIFIED PARTIES” OR INDIVIDUALLY AN “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, DEMANDS, INJURIES, JUDGEMENTS, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY KIND, INCLUDING BUT NOT LIMITED TO ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEY’S FEES (COLLECTIVELY “CLAIMS”), FOR BODILY OR PERSONAL INJURIES, INCLUDING DEATH, TO ANY PERSON OR DAMAGES TO OR DESTRUCTION OF PROPERTY, INCLUDING THE LOSS OF USE THEREOF, ACTUALLY OR ALLEGEDLY OCCASIONED BY, CONTRIBUTED TO OR ARISING OUT OF, IN WHOLE OR IN PART, THE AGREEMENT WORK, THE PERFORMANCE OF THE AGREEMENT WORK, OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS OCCASIONED BY, CONTRIBUTED TO OR ARISING OUT OF, IN WHOLE OR IN PART, THE NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, VIOLATION OF ANY STATUTE, RULE OR REGULATION OR OTHER ACT OR OMISSION BY SUBCONTRACTOR, ITS EMPLOYEES, AGENTS OR ANY SUBCONTRACTOR OF SUBCONTRACTOR OF ANY TIER, OR THEIR RESPECTIVE AGENTS OR EMPLOYEES, OR ANY OTHER PARTY FOR WHOSE ACTS SUBCONTRACTOR IS LIABLE, AND INCLUDING BUT NOT LIMITED TO ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEY’S FEES INCURRED BY THE INDEMNIFIED PARTIES IN DEFENSE OF SUCH CLAIMS. SUBCONTRACTOR’S OBLIGATION TO INDEMNIFY SHALL APPLY EVEN IF SUCH CLAIMS ARE ACTUALLY OR ALLEGEDLY CAUSED IN WHOLE OR IN PART BY THE STRICT LIABILITY OR THE ACTS, OMISSIONS, OR NEGLIGENCE OF AN INDEMNIFIED PARTY, EVEN IF SUCH NEGLIGENCE OR OTHER ACTS OR OMISSIONS ARE ACTIVE OR PASSIVE, DIRECT OR INDIRECT, SOLE OR CONCURRENT. THIS INDEMNITY AGREEMENT IS INTENDED TO INDEMNIFY THE AFOREMENTIONED INDEMNIFIED PARTIES FROM THE CONSEQUENCES OF THEIR OWN NEGLIGENCE, AS PROVIDED ABOVE. NOTWITHSTANDING THE FOREGOING, IF SUBCHAPTER C OF CHAPTER 151 OF THE TEXAS INSURANCE CODE APPLIES TO THE AGREEMENT, THIS INDEMNITY PROVISION SHALL NOT APPLY TO THE EXTENT THAT IT REQUIRES SUBCONTRACTOR TO INDEMNIFY AN INDEMNIFIED PARTY AGAINST A CLAIM CAUSED BY THE NEGLIGENCE OR FAULT, THE BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, OR RULE, OR THE BREACH OF CONTRACT OF THE INDEMNIFIED PARTY, ITS AGENT OR EMPLOYEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF THE INDEMNIFIED PARTY, OTHER THAN SUBCONTRACTOR OR ITS AGENT, EMPLOYEE OR SUBCONTRACTOR OF ANY TIER. SUBCONTRACTOR AGREES TO AND SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS (COLLECTIVELY “INDEMNIFY”) CONTRACTOR, OWNER AND ANY OTHER PARTIES REQUIRED TO BE INDEMNIFIED BY CONTRACTOR UNDER THE CONTRACT DOCUMENTS AND THEIR REPRESENTATIVES, PARTNERS, MEMBERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, INVITEES OR LICENSEES (COLLECTIVELY THE “INDEMNIFIED PARTIES” OR INDIVIDUALLY AN “INDEMNIFIED PARTY”) FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, DEMANDS, INJURIES, JUDGEMENTS, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY KIND, INCLUDING BUT NOT LIMITED TO ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEY’S FEES (COLLECTIVELY “CLAIMS”) , FOR BODILY INJURY OR DEATH OF ANY EMPLOYEE OF SUBCONTRACTOR, ITS AGENTS, OR ITS SUBCONTRACTORS OF ANY TIER (COLLECTIVELY “EMPLOYEE” FOR THE PURPOSE OF THIS SECTION), ACTUALLY OR ALLEGEDLY OCCASIONED BY, CONTRIBUTED TO OR ARISING OUT OF, IN WHOLE OR IN PART, THE AGREEMENT WORK, THE PERFORMANCE OF THE AGREEMENT WORK OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS DUE TO NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, VIOLATION OF ANY STATUTE, RULE OR REGULATION OR OTHER ACT OR OMISSION BY SUBCONTRACTOR, ITS EMPLOYEES, AGENTS OR ANY SUBCONTRACTOR OF SUBCONTRACTOR OF ANY TIER, OR THEIR RESPECTIVE AGENTS OR EMPLOYEES, OR ANY OTHER PARTY FOR WHOSE ACTS SUBCONTRACTOR IS LIABLE. SUBCONTRACTOR’S OBLIGATION TO INDEMNIFY SHALL APPLY EVEN IF SUCH CLAIMS ARE ACTUALLY OR ALLEGEDLY CAUSED IN WHOLE OR IN PART BY THE STRICT LIABILITY OR THE ACTS, OMISSIONS, OR NEGLIGENCE OF AN INDEMNIFIED PARTY EVEN IF SUCH NEGLIGENCE OR OTHER ACTS OR OMISSIONS ARE ACTIVE OR PASSIVE, DIRECT OR INDIRECT, SOLE OR CONCURRENT. THIS INDEMNITY AGREEMENT IS INTENDED TO INDEMNIFY THE AFOREMENTIONED INDEMNIFIED PARTIES FROM THE CONSEQUENCES OF THEIR OWN NEGLIGENCE, AS PROVIDED ABOVE. SUBCONTRACTOR AGREES TO INDEMNIFY AND SAVE HARMLESS CONTRACTOR FROM ANY AND ALL CLAIMS OR SUITS FOR INFRINGEMENT OF UNITED STATES OR FOREIGN PATENTS, OR VIOLATION OF PATENT RIGHTS BY SUBCONTRACTOR, AND FURTHER AGREES TO PAY FOR ALL LOSS AND EXPENSE INCURRED BY CONTRACTOR BY REASON OF ANY SUCH CLAIMS OR SUITS, INCLUDING COURT COSTS AND ATTORNEYS’ FEES, INCLUDING, WITHOUT LIMITATIONS, ANY CLAIM BASED UPON THE ALLEGED NEGLIGENCE, BREACH OF WARRANTY OR STRICT LIABILITY OF OR BY CONTRACTOR AND/OR OTHERS WHO MAY BE WHOLLY, PARTIALLY OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT. NOTWITHSTANDING THE FOREGOING, IF SUBCHAPTER C OF CHAPTER 151 OF THE TEXAS INSURANCE CODE APPLIES TO THE AGREEMENT, THIS INDEMNITY PROVISION SHALL NOT APPLY TO THE EXTENT THAT IT REQUIRES SUBCONTRACTOR TO INDEMNIFY CONTRACTOR AGAINST A CLAIM CAUSED BY THE NEGLIGENCE OR FAULT, THE BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, OR RULE, OR THE BREACH OF CONTRACT OF CONTRACTOR, ITS AGENT OR EMPLOYEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF CONTRACTOR, OTHER THAN SUBCONTRACTOR OR ITS AGENT, EMPLOYEE OR SUBCONTRACTOR OF ANY TIER.

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SUBCONTRACTOR’S OBLIGATIONS UNDER THIS PARAGRAPH SHALL SURVIVE COMPLETION, FINAL PAYMENT FOR, TERMINATION OF AND/OR ABANDONMENT OF THE WORK OR SUBCONTRACTOR’S WORK.

1. The terms used in this paragraph have the following meanings for the purposes of this Paragraph only: Contractor: The Contractor and the contractor’s owners, directors, officers, employees and agents. Subcontractor Party: The Subcontractor and its employees, owners, director’s, officers, agents, sub-subcontractors, Suppliers and independent contractors and their respective employees. 2. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or

enforceability of the indemnification obligation under this section, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligations shall continue in full force and effect.

3. The coverage of any insurance policy required herein or actually carried by Subcontractor shall not limit the extent of Subcontractor’s liability under the foregoing indemnity.

4. Subcontractor agrees to indemnify and save harmless Contractor and Contractor’s Surety from any and all claims or suits for infringement of patents, or violations of patent rights by Subcontractor, and further agrees to pay all loss and expenses incurred by Contractor by reason of any such claims or suits, including attorney’s fees.

5. Contractor may, at its sole discretion, elect to withhold payment from Subcontractor for Work performed under this Agreement, or any other Agreement entered into by and between Subcontractor and Contractor, in order to enforce the above stated indemnity obligation.

6. Subcontractor shall defend, indemnify and save harmless Contractor, Owner and Contractor’s Surety from all laborer’s, materialmen’s and mechanic’s liens upon the property and premises on which the Subcontractor’s Work is being performed, that arise out of such work, and shall keep such property free and clear of all liens, claims and encumbrances arising out of the performance of this Agreement.

7. If Subcontractor fails to fully comply with the terms of this agreement, Contractor may deduct from sums then or thereafter due Subcontractor, such amounts as Contractor may deem appropriate to indemnify Contractor, Owner and Contractor’s Surety from such liens, claims, encumbrances and suits.

19. HAZARDOUS SUBSTANCES: Subcontractor agrees that it shall not transport to, use, generate, dispose of, or install at the Project site any Hazardous Substance (as defined in paragraph 19(d)), except in accordance with applicable Environmental Laws (as defined in paragraph 19(d)). Further, in performing Subcontractor's Work, Subcontractor shall not cause any release of Hazardous Substances into, or contamination of, the environment, including the soil, the atmosphere, any water course or ground water, except in accordance with applicable Environmental Laws. In the event Subcontractor engages in any of the activities prohibited in this paragraph.

(a) TO THE FULLEST EXTENT PERMITTED BY LAW, SUBCONTRACTOR HEREBY INDEMNIFIES AND HOLDS

CONSTRUCTION LTD, OWNER, ARCHITECT AND ALL OF THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, SUITS AND LIABILITIES OF EVERY KIND, INCLUDING, BUT NOT LIMITED TO EXPENSES OF LITIGATION, COURT COSTS, PUNITIVE DAMAGES AND ATTORNEYS’ FEES, ARISING OUT OF, INCIDENTAL TO OR RESULTING FROM THE ACTIVITIES PROHIBITED IN THIS PARAGRAPH.

(b) In the event Subcontractor encounters on the Project site any Hazardous Substance, or what Subcontractor may reasonably

believe to be a Hazardous Substance, and which is being introduced to the Work, or exists on the Project site, in a manner violative of any applicable Environmental Laws, Subcontractor shall immediately stop work in the area affected and report the condition to CONSTRUCTION LTD in writing. The Work in the affected area shall not thereafter be resumed except by written authorization of CONSTRUCTION LTD if in fact a Hazardous Substance has been encountered and has not been rendered harmless. In the event Subcontractor fails to stop the Work upon encountering a Hazardous Substance at the Project site, TO THE FULLEST EXTENT PERMITTED BY LAW, SUBCONTRACTOR HEREBY INDEMNIFIES AND HOLDS CONSTRUCTION LTD, OWNER AND ARCHITECT, AND ALL OF THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, SUITS AND LIABILITIES OF EVERY KIND, INCLUDING, BUT NOT LIMITED TO, EXPENSES OF LITIGATION, COURT COSTS, PUNITIVE DAMAGES AND ATTORNEYS’ FEES, ARISING OUT OF, INCIDENTAL TO OR RESULTING FROM SUBCONTRACTOR’S FAILURE TO STOP THE WORK.

(c) Subcontractor's sole remedy for delay arising out of the encountering and/or rendering harmless of any Hazardous Substance

at the Project site shall be an extension of time. Subcontractor shall not be required to resume work in any area affected by the Hazardous Substance until such time as the Hazardous Substance has been remediated and/or rendered harmless.

(d) For purposes of this Agreement, the term "Hazardous Substance" shall mean and include, but shall not be limited to, any

element, constituent, chemical, substance, compound, or mixture, which are defined in or included under or regulated by any local, state, or federal law, rule, ordinance, by-law, or regulation pertaining to environmental regulation, contamination, clean- up or disclosure, including, without limitation, The Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), The Resource Conservation and Recovery Act ("RCLA"), The Toxic Substances Control Act ("TSCA"), The Clean Water Act ("CWA"), The Clean Air Act ("CAA"), and the Marine Protection Research and Sanctuaries Act ("MPRSA"), The Occupational Safety and Health Act ("OSHA"), The Superfund Amendments and Reauthorization Act of 1986 ("SARA"), or other state superlien or environmental clean-up or disclosure statutes including all state and local counterparts of such laws (all such laws, rules and regulations being referred to collectively as "Environmental Laws"). It is Subcontractor's responsibility to comply with this Paragraph 19 based on the law in effect at the time its services are rendered and to comply with any

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amendments to those laws for all services rendered after the effective date of any such amendments. 20. PROGRESS PAYMENTS: Ten days (10) after receipt of a Work Order or as otherwise directed by CONSTRUCTION LTD, Subcontractor shall submit a schedule of values of the various portions of the work, including quantities if required to enable CONSTRUCTION LTD to prepare a schedule of values, etc. for the entire Work Order. Subcontractor's schedule shall be prepared in such form and supported by such data as the Architect/Engineer (identified above and hereinafter called "Architect") or CONSTRUCTION LTD may direct, and shall be subject to CONSTRUCTION LTD's approval. The total of scheduled values shall equal the Work Order amount with Subcontractor's overhead and profit equally divided therein along with a complete list of all vendors and/or subcontractors and the amount of materials or services which will be purchased from or contracted with them.

(a) Subcontractor shall submit to CONSTRUCTION LTD on or about the twenty fifth (25th) of each month, or as directed by CONSTRUCTION LTD an itemized progress estimate, supported by such data as CONSTRUCTION LTD may require, showing the estimated balance of work completed, based on Subcontractor's approved schedule of values and on the conditions for payment under the Contract Documents, including without limitation conditions relating to material and equipment delivered to and suitably stored on the site and title to the materials and equipment. Each such progress estimate shall also show the amount of all previous payments to Subcontractor and the amount of current retainage, and shall include evidence satisfactory to CONSTRUCTION LTD that Subcontractor has paid all persons supplying labor, materials or services in connection with the work and that work can be completed with monies remaining to be paid.

(b) Subcontractor's progress estimate shall be used in the preparation of CONSTRUCTION LTD's application for payment to

Owner under the Contract Documents. CONSTRUCTION LTD shall pay to Subcontractor, upon receipt of payment from the Owner, an amount equal to the value of Subcontractor's completed work, to the extent allowed and paid by Owner on account of Subcontractor's Work, less all previous payments and less the amount of current retainage. "Previous payments" shall include all amounts theretofore paid on account of the Subcontractor’s Work, all charges for the materials or services furnished by CONSTRUCTION LTD and properly chargeable to Subcontractor and all costs incurred by CONSTRUCTION LTD properly chargeable to Subcontractor as obligations of Subcontractor. "Current retainage" shall be calculated by multiplying the value of the Work completed and qualified for payment by the retainage percentage set forth in Paragraph 3 of this Agreement. Subcontractor's payments in excess of 90% of the Work Order amount shall be withheld until receipt of all closeout documents as required by the Contract Documents.

(c) Per Exhibit “P” all payments to Subcontractor shall be made by CONSTRUCTION LTD solely out of funds actually received by

CONSTRUCTION LTD from Owner. Subcontractor acknowledges that it is sharing, to the extent of payments to be made to Subcontractor, in the risk that Owner may fail to make one or more payments to CONSTRUCTION LTD for all or a portion of Subcontractor's Work. Any surety of CONSTRUCTION LTD shall be entitled to the same defense of non-payment by Owner. Subcontractor understands and agrees that the limitation of the liability of CONSTRUCTION LTD and its surety to pay Subcontractor solely after receipt of payments of monies from the Owner, applies to progress payments, final payments and any other payments of whatsoever nature otherwise due.

(d) If Subcontractor decides that it is not in it's best interests to be paid by joint check under Paragraph 16, the Subcontractor shall

be permitted to provide performance and payment bonds, at it's own expense, for the entire amount of this Agreement or prepay all costs (labor, material, equipment, professional fees, etc.) generated during the applicable pay application period and submit to CONSTRUCTION LTD, the signed and notarized lien releases, from all aforementioned related parties, five (5) working days before the current payment, due Subcontractor, can be dispatched. Nothing herein shall be construed to obligate CONSTRUCTION LTD to make direct payments to anyone on Subcontractor's behalf or obligate CONSTRUCTION LTD to any material supplier or workman.

(e) All sums tentatively earned by Subcontractor by the partial or complete performance of Subcontractor's Work and any balance

of unearned Work Order funds shall constitute a fund for the purpose of:

(i) first, full completion of the Subcontractor's Work.

(ii) second, payment of any backcharges or claims due CONSTRUCTION LTD from Subcontractor, for any project or agreement; and

(iii) third, payment to the subcontractors, laborers, material and service suppliers of Subcontractor who have filed or

made claims against CONSTRUCTION LTD, CONSTRUCTION LTD’s surety, or the premises upon which the Work was performed.

Such tentative earnings shall not be due or payable to Subcontractor or anyone else claiming in Subcontractor's place, including, but not limited to, a trustee in bankruptcy, receiver, or assignee of Subcontractor, until and unless such Subcontractor's Work is fully and satisfactorily completed and such persons are fully paid and satisfied. CONSTRUCTION LTD may demand written evidence of Subcontractor's capability to perform and of such payments to such persons by Subcontractor at any time.

(f) Where payment is based on the unit price method, Subcontractor agrees that he will make no claim for damages, anticipated

profits or otherwise on account of any differences which may be found between the quantities of Subcontractor’s Work actually done, the material actually furnished under this Agreement and the estimated quantities contemplated and contained in Subcontractor’s proposal and/or this Agreement.

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(g) Where payment is based on the unit price method, no extra or customary measurements of any kind will be allowed, but the actual measured and/or computed length, area, solid contents, number and weight only shall be considered, unless otherwise specifically provided.

(h) Where payment is based on the unit price method, this Agreement is intended to provide for all work to be done and materials

to be furnished hereunder. Where the estimated quantities are shown for the various classes of Subcontractor’s Work to be done and material to be furnished under this Agreement, they are approximate and are to be used only as a basis for estimating the probable cost of the work and for comparing the proposals offered for the Subcontractor’s Work. It is understood and agreed that the actual amount of Subcontractor’s Work to be done and material to be furnished under this Agreement may differ somewhat from these estimates, and that payment shall be for the actual amount of such Subcontractor’s Work done and the material furnished.

(i) Where payment is based on allowances, such payment shall be computed on the basis set forth in the Contract Documents.

If no basis is set forth in the Contract Documents, such payment shall be made as set forth in AIA Document A201, 1997 edition.

21. FINAL PAYMENT: A final payment, consisting of the unpaid balance of the Work Order amount less any sums to be deducted under the terms of the Work Order, shall be made within thirty (30) days after the last of the following occur: (a) full completion of the Work by Subcontractor including the punch list; (b) final acceptance of the Work by the Architect and Owner; (c) final payment by Owner to CONSTRUCTION LTD under this Contract; (d) the furnishing of satisfactory evidence by Subcontractor to CONSTRUCTION LTD that the Subcontractor has paid in full all persons or entities furnishing labor, materials or service in connection with the Work and that neither Subcontractor nor any person claiming under or through Subcontractor has filed or has the right to maintain a lien or other claim against the Owner, CONSTRUCTION LTD, CONSTRUCTION LTD's surety, if any, or the Project premises; (e) Subcontractor executes a full and final lien release provided in Exhibit “R” and (f) “the delivery of all guarantees, warranties, bonds, instruction manuals, performance charts, diagrams, As-Built drawings and similar items with respect to Subcontractors Work. 22. BONDS: If required by CONSTRUCTION LTD, a Performance Bond and a Labor and Material Payment Bond shall be issued on a form acceptable to CONSTRUCTION LTD by a surety acceptable to CONSTRUCTION LTD and licensed to do business and admitted to write bonds in the State of Texas or in the jurisdiction in which the project is located, if the project is located outside the State of Texas, shall be furnished by Subcontractor in the full amount of the Work Order This obligation shall continue throughout the Agreement and may be required at any time during the performance of Subcontractor's Work by a change under Paragraph 13 unless other payment arrangements have been agreed to. CONSTRUCTION LTD shall be paid by Subcontractor's surety all legal and court costs CONSTRUCTION LTD incurs in the enforcement of its rights under said bonds. All costs, premiums or other charges for said bonds shall be included in the amount of the Work Order or any change under Paragraph 13, and Subcontractor's failure to provide bonds in compliance with the terms of this paragraph shall constitute an event of default. 23. REMEDIES: In the event of a dispute between Subcontractor and CONSTRUCTION LTD relating to this Agreement (or breach thereof) which involves corresponding rights or duties of Owner, then the dispute shall be decided in accordance with Contract Documents. In such case, Subcontractor and its sureties (if any) shall be bound to CONSTRUCTION LTD to the same extent that CONSTRUCTION LTD is bound to Owner by the terms of the Contract Documents and by any decisions or determinations made thereunder by an authorized person, board, court, or other tribunal. CONSTRUCTION LTD shall use its best efforts to afford Subcontractor a reasonable opportunity to provide information and testimony to the board, court, or tribunal. If the board, court, or tribunal will not allow Subcontractor to present evidence directly, then Subcontractor shall provide evidence to the CONSTRUCTION LTD and CONSTRUCTION LTD shall present this information to the board, court, or tribunal on behalf of Subcontractor. In all respects, Subcontractor shall cooperate with CONSTRUCTION LTD in this regard. Subcontractor will exhaust all remedies available under the Contract Documents through CONSTRUCTION LTD and in accordance with this paragraph prior to commencing any litigation, arbitration, or any other action against CONSTRUCTION LTD. 24. LEGAL ACTION: In the event any controversy or dispute arises between Subcontractor and CONSTRUCTION LTD relating to this Agreement (or a breach thereof), which dispute or controversy does not involve the correlative rights and duties of Owner, Subcontractor shall request mediation of the dispute with CONSTRUCTION LTD and the parties shall attempt in good faith to mediate the dispute. Mediation of the dispute shall be a condition precedent to any further rights that the Subcontractor has to the resolution of this dispute.

(a) If mediation is unsuccessful, then Subcontractor agrees that CONSTRUCTION LTD shall make the determination (in its sole discretion) as to whether the dispute shall be settled by binding arbitration in accordance with the Construction Industry Arbitration Rules (then applicable) in which case Subcontractor agrees that it will submit its disputes to such arbitration and that such arbitration will be binding to the full extent enforceable under applicable arbitration statutes including the Federal Arbitration Act.

(b) In the event that CONSTRUCTION LTD determines that the dispute shall not be resolved through arbitration, then

Subcontractor agrees that the disputes will be resolved by courts of competent jurisdiction in Harris County, Texas.

Subcontractor agrees that it owes a duty to other subcontractors to perform its work properly and that other subcontractors owe Subcontractor a duty to perform their work properly. Subcontractor and CONSTRUCTION LTD agree that neither will make a claim against the other arising out of the improper performance of work by other Subcontractors. Subcontractor agrees, if its work is impacted or affected by the actions (or omissions) of the work of another subcontractor(s) or supplier(s), that Subcontractor’s sole remedy shall be directly through negotiation or, if necessary, through litigation or arbitration with such other subcontractor in

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accordance with the procedures described here. In such an event, Subcontractor shall consider this Subcontract to be an assignment by CONSTRUCTION LTD to Subcontractor of CONSTRUCTION LTD’s rights against the other subcontractor(s) or supplier(s) such that Subcontractor can proceed directly against the parties who have caused the harm alleged by Subcontractor, and Subcontractor accepts such assignment and agrees to accept and be bound by the result of such disputes proceedings and shall not seek any further damages against CONSTRUCTION LTD as a result.

25. FORCE MAJEURE: Provided CONSTRUCTION LTD is exculpated from liability under the Contract Documents, neither party shall be liable or responsible to the other party for any delay, damage, loss, failure, inability to perform caused by "force majeure".

(a) The term "force majeure", as used in this Agreement, shall mean act of God, strike, act of the public enemy, war, mines or other items of ordinance, blockage, public rioting, lightning, fire, storm, flood, explosions, epidemics, landslides, earthquakes, washouts, arrests, civil disturbances, or other causes not within the control of the parties hereto as may act as a “force majeure” excuse under the Contract Documents.

(b) Such causes or contingencies effecting the performance of this Agreement by any party hereto shall not relieve such party of

liability in the event of its concurring negligence or in the event of its failure to remedy this situation if it is within its reasonable control or it could reasonably remove the cause which has prevented its performance.

(c) The parties shall use all reasonable dispatch to remove all contingencies affecting the performance of this Agreement. This

clause shall not relieve any party from its obligations to make payments of amounts then due for previous work or obligations contemplated and performed hereunder.

(d) Furthermore, the party asserting this privilege shall give a full and complete notice of the facts which it considers to excuse its

performance under this "force majeure" clause.

(e) The parties hereto agree in the event time limits are not met under this Agreement as a result of "force majeure", to an extension of said time limit or deadline for the number of days for which the "force majeure" condition existed and after said "force majeure" condition has expired, the contract shall continue under the same operations and circumstances as existed prior to the "force majeure" event.

26. FURTHER ASSURANCES: The subcontractor further agrees that it shall take any and all necessary steps, sign and execute any and all necessary documents or agreements which are required to implement the terms of the agreement contained in this Agreement, and Subcontractor shall refrain from taking any action, either expressly or impliedly, which would have the effect of prohibiting or hindering the performance of CONSTRUCTION LTD or the other subcontractors associated with this project. 27. SUPERCEDING EFFECT: Subcontractor further agrees that only this Agreement and the CONSTRUCTION LTD exhibits “A” thru “R” attached hereto and incorporated herein contain the entire agreement of the parties and no other representatives, inducements, promises, proposals, scopes of work, agreements, arrangements or undertakings, relating to the subject matter hereof, oral or written, hereto apply other than those afore-referenced in this sentence and no other exhibit,, shall apply and be binding upon the parties. Upon execution of this Agreement by subcontractor, all previous agreements, contracts, proposals, bids, scopes of work, arrangements or undertakings of any kind relative to the matters contained herein are hereby canceled and all claims and demands not contained in this Agreement are deemed fully completed and satisfied. 28. INDEPENDENT CONTRACTOR STATUS: It is agreed and understood that any work requested by the parties hereto shall be performed under the terms of this Agreement and that all parties hereto are considered independent contractors. Each party is interested only in the results obtained hereunder and has the general right of inspection and supervision in order to secure the satisfactory completion of such work. Neither party shall have control over the other party with respect to its hours, times, employment, etc. Under no circumstances shall either party hereto be deemed an employee of the other, nor shall either party act as an agent of the other party. Furthermore, the parties hereto warrant that all obligations imposed on them by this Agreement shall be performed with due diligence in a safe competent workmanlike manner and in compliance with any and all applicable statutes, rules and regulations. Any and all joint venture or partnership status is hereby expressly denied and the parties expressly state that they have not formed either expressly or impliedly a joint venture or partnership. 29. CAPTIONS AND PARAGRAPH HEADINGS: The captions, numbering sequences, titles, paragraph headings and punctuation organization used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part thereof. The paragraph headings used herein are descriptive only and shall have no legal focus or effect whatsoever other than to aid a reasonable interpretation of this Agreement. The titles of each of the various articles and paragraphs are included for convenience or reference only and shall have no effect on or be deemed as part of the text of thi s Agreement. Use of pronouns such as the use of neuter, singular or pronouns refer to the parties described herein and shall be deemed a proper reference even though the parties may be an individual, partnership, corporation, association, trust, group or two or more individuals, partnerships, corporations or joint venture. Any necessary grammatical changes required to make the provisions of this Agreement apply in the plural sense where there is more than one (1) party to this Agreement and to either corporations, associations, partnerships, trusts, individuals, males or females, shall in all instances be assumed as though each case were fully expressed. All such deletions or modifications shall be the minimum required to effect the foregoing and the intent of the parties to this Agreement. 30. NOTICES: Any and all notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given if mailed by certified mail, return receipt requested, postage prepaid or by facsimile transmission and addressed as follows:

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Contractor: Construction LTD

1825 Upland Dr. Houston, Texas 77043

Subcontractor: (See Page 1 of Agreement)

Either party hereby reserves the right to designate in writing to the other party a change of address or other place that said notices shall be sent to.

31. NO WAIVER: The failure or delay of CONSTRUCTION LTD in the enforcement of the rights detailed herein shall not constitute a waiver of said rights nor shall it be considered as a basis for estoppel either at equity or at law. CONSTRUCTION LTD may exercise its rights herein despite said delay or failure to enforce said rights at the time the cause of action or right or obligation arose. 32. PARTIES BOUND CLAUSE: This Agreement shall be binding upon and insure to the benefit of the parties hereto, their respective heirs, executors, administrators, legal representatives, successors and assigns.

35. REPRESENTATIONS: No representation, promise, guarantees or warranties were made to induce either party to execute this Agreement other than those stated in this Agreement.

36. SEVERABILITY: If any provisions of this Agreement shall for any reason be held in violation of any applicable law, governmental rule or regulation, or if said Agreement is held to be unenforceable or unconscionable, then the invalidity of such specific provisions herein shall not be held to invalidate the remaining provisions of this Agreement. Such other provisions and the entirety of this Agreement shall remain in full force and effect unless the removal of said invalid provision destroys the legitimate purposes of this Agreement in which event this Agreement shall be null and void.

37. STATE LAW AND VENUE DETERMINATION: This Agreement shall be subject to and governed under the laws of the State of Texas and any and all obligations and payments are due and performable and payable in Houston, Texas. The parties hereto agree that venue for purposes of any and all lawsuits, cause of actions, arbitrations or other disputes shall be in Houston, Harris County, Texas. 38. COMPLETE UNDERSTANDING: By execution of this Agreement, Subcontractor hereto acknowledges it has read and understands each provision, term and obligation contained in this Agreement. This Agreement although drawn by one (1) party shall be construed fairly and reasonably and not more strictly against the drafting party than the non-drafting party.

39. ACCEPTANCE: This Agreement shall not be binding on CONSTRUCTION LTD until an authorized representative of thereof has executed this Agreement. Subcontractor shall be bound by the terms and conditions of this Agreement upon commencement of, or performance of any of Subcontractor’s work or by execution of this Agreement by an authorized representative of Subcontractor.

40. DATE OF EFFECTIVENESS: This Agreement shall become effective upon its acceptance by both parties, as set forth herein.

41. ACCOUNTING AND BOOKKEEPING FEES: Should Subcontractor or vendor not provide a complete list of subcontractors or vendors to be used under its subcontract as outlined in paragraph 19 and CONSTRUCTION LTD’s accounting department incurs additional time to locate or discover the complete vendor list, Subcontractor shall be charged a rate of $100 per hour with a one (1) hour minimum for reimbursement of those accounting costs. Further, any other extended accounting functions which have to be undertaken by CONSTRUCTION LTD’s accounting department as a result of Subcontractor not maintaining its accounting records will also be charged at the same rate as outlined above.

42. VOLUNTARY AGREEMENT: All parties further acknowledge that they have executed this legal document voluntarily; CONSTRUCTION LTD shall have the right to withhold payment to Subcontractor for defective work not remedied and for any other breach of this Agreement by Subcontractor. No payment to Subcontractor by CONSTRUCTION LTD shall be construed to be an acceptance of any defective work of their own free will and with adequate opportunity to contact legal counsel.

43. UNIONS: The Subcontractor agrees that it is denied the use of labor or services of any local, state or national union without the written consent of an officer of Construction LTD and without the Subcontractor providing an irrevocable letter of credit, cashiers check or bond to Construction LTD for the full amount of the union dues and benefits that would accrue with respect to the wages to be paid for the labor to be provided and expended in prosecuting this contract over the duration of this project. Subcontractor hereby also agrees that in the event union labor is utilized without the written consent of an officer, it will forfeit this contract and all monies due.

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EXHIBIT “C” APPLICATION FOR PAYMENT

TO: Construction LTD FROM: 1825 Upland Drive AGREEMENT NO: Houston, Texas 77043

PROJECT:

PERIOD: , TO: ,

STATE OF CONTRACT AMOUNT:

01. Original Contract Amount $ 02. Approved Change Orders Nos. $ 03. Adjusted Contract Amount (1 + 2) $ 04. Value of Work Completed to Date ( %) $ 05. Materials Stored on Site $ 06. Total to Date (4 + 5) $ 07. Amount Retained ( %) $ 08. Total Less Retainage (6 - 7) $ 09. Previously Received (Deduct from Line 8) $ 10. Amount Due This Request $

CERTIFICATE OF THE SUBCONTRACTOR:

I hereby certify that the work performed and the materials supplied to date, as shown on the above represent the actual value of

accomplishment under the terms of the contract (and all authorized change thereto) between the undersigned and Construction LTD relating to the above referenced project.

I also certify that payment, less applicable retention, have been made through the period covered by previous payment received

from the contractor, to (1) all my subcontractors and (2) for all materials and labor used in or in connection with the performance of this contract. Subcontractor does further warrant that should any claim or lien be filed for material supplied or labor performed by virtue of Subcontractor's participation in the construction of said improvement, Subcontractor will immediately furnish a bond pursuant to Article 5472b-1, Texas Revised Civil Statutes, for release of each such lien, and obtain settlement of any such liens and furnish Owner and contractor written full release of such liens. Should Subcontractor be unable to obtain such release, Subcontractor agrees to fully indemnify and hold harmless the Contractor and Owner for any and all costs they may incur by reason of such liens.

I further certify I have complied with Federal, State and Local tax laws, including social security laws, unemployment compensation

laws and workmen's compensation laws in so far as applicable to the performance of this contract.

DATE: _ BY: TITLE:

SUBSCRIBED AND SWORN BEFORE ME THIS DAY OF , .

NOTARY PUBLIC:

FOR

COUNTY, TEXAS

MY COMMISSION EXPIRES:

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EXHIBIT “D” JOBSITE SAFETY REQUIREMENTS

A) Subcontractor shall familiarize himself with and abide by the Safety Rules and Regulations of the Contractor and of any Governmental Body having the authority to control the manner or method of carrying out the work, including, but without limitation the Williams-Steiger Occupational Safety and Health Act of 1970 (OSHA), all Rules and Regulations established pursuant thereto, and all Amendments and Supplements thereto.

B) Without limiting the foregoing, subcontractor shall specifically:

1) Require all of his employees, visitors and suppliers to wear hard hats whenever they are on the jobsite. 2) Work off of platforms and scaffolding that conform to OSHA Requirements. 3) Use safety belts when working in areas not protected by handrails. 4) If it becomes necessary to have access to any openings or shafts or to remove any handrails, subcontractor shall

see that the openings or shafts are adequately protected while the work is in progress and covers or handrails are replaced before leaving the area.

5) Require his foreman to attend Contractor's weekly safety meetings. Each subcontractor will have one supervisor appointed that may use the construction office and be responsible for enforcing all jobsite safety rules for employees under his direction.

6) Furnish contractor with a report of any safety violation or serious accident or one involving any of the contractor's employees or equipment.

7) Provide your job supervisor with an "Emergency List" showing the company doctor, hospital, insurance company, etc. Furnish the job with a first aid kit or send your first aid type injuries to your company doctor.

8) Require all of his employees to be fully clothed with trousers and shirts. Shoes will be worn at all times. Tennis shoes and open sandals are not allowed on the jobsite.

9) Prohibit radios, glass containers, alcoholic beverages, or drugs on the jobsite. 10) Use trash barrels to dispose of lunch sacks, cans and small trash. 11) Dispose of materials, boxes, and banding, etc. daily. 12) Require all employees to park in designated parking areas. 13) Ensure that all equipment utilized on jobsite has been inspected and certified to be in a safe working condition by

the subcontractor prior to his use. 14) Wear safety goggles when chipping concrete or masonry, grinding metal or any activity which might endanger the

eyes. 15) No subcontractor's employees will be allowed to use the Construction Ltd. tool shed or office at any time without

first receiving permission from the Project Superintendent. Every effort will be made to provide a telephone at each jobsite for employee use.

C) If Subcontractor's foreman and all employees do not comply with the above, Contractor has the authority to remove the employees and the foreman from the project and Subcontractor agrees to provide a new foreman who will enforce the safety rules.

D) If it is necessary for Contractor to loan hard hats or other safety equipment to employees of the Subcontractor, their visitors or suppliers, in order to comply with State and Federal Law, there shall be a backcharge against the Subcontractor of $10.00 per day for each hat or piece of safety equipment loaned. This money shall be withheld from the monthly payments due to Subcontractor.

E) As soon as notice is received of an impending storm or hurricane, Subcontractor will broom clean all his work areas and secure and protect all his work and materials to the satisfaction of the Contractor's superintendent. If Contractor does any of this work because of failure of the Subcontractor to comply, there shall be a backcharge made against the Subcontractor.

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EXHIBIT “E” TEXAS SALES TAX EXEMPTION CERTIFICATE Name of purchaser, firm or agency

Construction LTD Address (Street & number, P.O. Box or Route number)

1825 Upland Drive Phone (Area code and number)

(713) 984-9444 City, state, ZIP code

Houston, Texas 77043 I, the purchaser named above, claim an exemption from payment of sales taxable items described below or on the attached order or invoice from:

Seller: Stre

Description of items to be purchased, or on the attached order or invoice:

Not Applicable

Purchaser claims this exemption for the following reason:

Job Name

Job Complete Address

I understand that I will be liable for payment of sales tax which may become due for failure to comply with the provisions of the state, city, metropolitan transit authority, city transit department and/or county sales and use tax laws and Comptroller rules regarding exempt purchases. Liability for the tax will be determined by the price paid for the taxable items purchased or the fair market rental value for the period of time used.

I understand that it is a misdemeanor to give an exemption certificate to the seller for taxable items which I know, at the time of purchase, will be used in a manner other than that expressed in this certificate and that upon conviction may be fined not more than $500 per offense.

Purchaser Sign Here

Title Date

NOTE: This certificate cannot be issued for the purchase, lease or rental of a motor vehicle.

THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID

Sales and Use Tax "Exemption Number" or "Tax Exempt" Numbers do not exist.

This certificate should be furnished to the supplier. Do not send the completed certificate to the Comptroller of Public Accounts.

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EXHIBIT ”F”

WARRANTY\GUARANTEE

PROJECT: WORK PERFORMED:

Gentlemen: We hereby guarantee to the best of our knowledge that the above referenced building has been constructed in accordance with the contract documents. We agree to repair or replace or cause to be repaired or replaced any of the work which may prove to be defective in workmanship and/or materials within a period of one (1) year(s) from the date of Substantial Completion.

Ordinary wear and tear, consumable items, unusual abuse, or neglect is specifically excluded from this warranty/guarantee.

Company:

Signed:

Print Name:

Title:

Date:

DATE: BY: TITLE:

SUBSCRIBED AND SWORN BEFORE ME THIS DAY OF , .

NOTARY PUBLIC:

FOR

COUNTY, TEXAS

MY COMMISSION EXPIRES:

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EXHIBIT “G”

SUPPLIERS LIST SUBCONTRACTOR:

PROJECT:

Supplier List (include all Sub Tiers and/or Suppliers) Please type or print

COMPANY NAME CONTACT/PHONE & FAX # ESTIMATED AMOUNT

FOR CONTRACT

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EXHIBIT “H”

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EXHIBIT “I” ATTACHMENT

GENERAL LIABILITY – UMBRELLA INFORMATION SHEET

Subcontractor: Project: The Additional Insured Endorsement for the General Liability policy provided is written by the carrier on a:

Blanket Basis, per written contract

Project Specific Basis, for the job described on the attached certificate

AND

Provides coverage for on-going operations

Provides coverage for products / completed operations

The General Liability policy provided:

Is Primary and non-contributory insurance before any insurance maintained by the additional insured.

Does not contain ISO Exclusion End CG 2294 or CG 2295 (or equivalent)

The Umbrella Liability policy provided:

Is Primary and non-contributory insurance before any insurance maintained by the additional insured.

Provides additional insured coverage including on-going operations and products / completed operations as provided by General Liability Policy.

Dated:

By: Authorized Insurance Representative

NOTE: THIS FORM IS FOR INFORMATION ONLY AND IS ACCEPTABLE UNTIL THE REQUIRED ADDITIONAL INSURED ENDORSEMENTS ARE ISSUED AND MAILED TO CONSTRUCTION LTD.

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EXHIBIT “J”

TPDES CERTIFICATION STORM WATER POLLUTION PREVENTION PLAN

CONTRACTOR/SUB-CONTRACTOR CERTIFICATION

SITE: I certify under penalty of law that I understand the terms and conditions of the general Texas Pollutant Discharge Elimination System (TPDES) permit that authorizes the storm water discharges associated with industrial activity from the construction site identified as part of this certification.

Signature: For: Responsible for:

Name: Title: Project Manager

Construction LTD General Contractor 1825 Upland Houston, Texas 77043

Date: (713) 984-9444

Furnish & install all required Name: work for complete Title: including material equipment, Date: safety & supervision.

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EXHIBIT “J” INSTRUCTIONS

***URGENT***URGENT***URGENT***URGENT***URGENT***URGENT***

We are preparing the Storm Water Pollution Prevention Plan (SWP3), please copy the attached required document on to Your Letterhead. This form must be filled out, signed and returned via fax within 48 hours.

The project’s SWP3 will be located at the jobsite.

THANK YOU.

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Prime Contractor

Subcontractor By: By:

Title:

Title:

Address: 1825 Upland Drive Address:

Phone Fax:

713-984-9444 713-984-2320

Phone Fax:

Date: Date:

EXHIBIT “K” JOINT CHECK AGREEMENT

This Joint Check Agreement (the "Agreement") is made between and among CONSTRUCTION LTD, ("Prime Contractor"); (”Subcontractor"), and ("Supplier") as follows:

WHEREAS, Prime Contractor and Subcontractor have entered into a written agreement regarding Subcontractor's provisions of labor and/or materials to Prime Contractor for that certain construction project described generally as (the "Project"), and

WHEREAS, Subcontractor has requested Supplier to supply certain labor and/or materials to assist Subcontractor in fulfilling his contract to Prime Contractor, and

WHEREAS, Supplier and Subcontractor have requested Prime Contractor to issue joint checks to Subcontractor and Supplier, and

WHEREAS, Prime Contractor has agreed to issue joint checks payable to both Subcontractor and Supplier, NOW THEREFORE, Prime Contractor, Subcontractor and Supplier (hereinafter sometimes collectively referred

to as the "Parties") hereby agrees as follows:

1. Prime Contractor shall issue checks made jointly payable to Subcontractor and Supplier in accordance with monthly progress payments to Subcontractor under the Subcontract, but only for materials, labor and/or equipment supplied to the Project by Supplier; (1) that were ordered by the Subcontractor pursuant to the above Subcontract; (2) that comply with the contract documents; (3) that are incorporated in the Project; and (4) for which the Contractor has been provided with complete invoices, delivery tickets and such other documentation as may be reasonably requested by Contractor establishing and evidencing the debt of Subcontractor to Supplier. This agreement specifically prohibits any hidden subcontractor discounts or mark-up that the Supplier would normally credit or pay back to the Subcontractor.

2. Prime Contractor assumes no liability to Supplier other than liability otherwise arising from violations of Paragraph 1 hereof. Specifically, Prime Contractor has not and does not by execution hereof enter into any contract with Supplier to pay for the labor and/or materials Supplier may provide to Subcontractor, and this Agreement shall not be construed to create privity between Prime Contractor and Supplier for purposes of said labor and/or materials or any other labor and/or materials that may be provided by Supplier for the Project.

3. Prime Contractor's liability hereunder shall be limited to the amount that should have been paid jointly to Subcontractor and Supplier hereunder, if for any reason, any portion of this/these payments are shared or paid to any other party by supplier, he hereby waives all rights or recovery of such funds from Prime Contractor, Owner, Subcontractor, Architect, Surety, Insurance carriers or any other associated party that is connected with the project, or their heirs, agents, or assigns.

4. Upon issuance of a joint check pursuant hereto, Prime Contractor shall notify Supplier & Subcontractor. 5. This Agreement shall be performable in Houston, Harris County, Texas. 6. This Agreement shall be binding on the successors and assigns of the parties. 7. This Agreement may be terminated upon default of Subcontractor under its subcontract. 8. Total joint check agreement not to exceed ($ . ) for total Payment for all goods or services

provided.

Supplier By:

Title:

Address:

Phone Fax: Date:

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EXHIBIT “L”

SUBCONTRACTOR CONTACT SHEET

SUBCONTRACTOR:

PROJECT:

PHYSICAL ADDRESS:

MAILING ADDRESS: (Only if different than physical address)

PHONE #: FAX #:

OWNER: EMAIL:

PROJECT MANAGER:

CELL #: EMAIL:

PROJECT COOR/ADMIN: _ EMAIL:

PERSON IN CHARGE OF SUBMITTALS: EMAIL:

PERSON IN CHARGE OF INSURANCE: EMAIL:

CERTIFIED PAYROLL CONTACT: EMAIL:

RECEIVABLES CONTACT: EMAIL:

PAYABLES CONTACT: EMAIL:

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EXHIBIT “M”

DATE

SWORN STATEMENT OF ACCOUNTS TO: Construction LTD

1825 Upland Drive Houston, Texas 77043

PROJECT:

STATE OF TEXAS COUNTY OF HARRIS

I hereby declare the following employees are officers of the company and therefore are authorized signers on our accounts. This statement authorizes the following individuals as officers of the company who are authorized to sign Lien Releases.

Name: Signature:

Name: Signature:

Owner of:

By: (Must be signed by Officer of your Company)

Print:

Title:

Subscribed and sworn before me on this Day of , 20 .

Notary Public:

My Commission Expires:

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EXHIBIT “N” DISCLOSURES REGARDING FINANCIAL VIABILITY OF OWNER AND EXISTENCE OF ADEQUATE FINANCIAL ARRANGEMENTS

This Exhibit “P” is furnished by Contractor to Subcontractor in accordance with Section 35.521 of the Texas Business & Commerce Code (the “Act”) Paragraph 20.C of the Subcontract includes a “contingent payment clause” as such term is defined in the Act. As required by the Act, Contractor has obtained the following information from Owner and/or its lenders regarding the financial viability of Owner and the existence of adequate financial arrangements to pay for the improvements to be constructed under the Prime Contract.

1. The name, address and business telephone of the Owner:

Name: Address: Telephone:

2. A description, legally sufficient for identification, of the property on which the improvements are being constructed: See Exhibit “P-1”

3. The name and address of the surety on any payment bond provided under Subchapter I, Chapter 53 of the Texas

Property Code to which any notice of claim should be sent (if no bond is provided, insert “N/A”):

Name: Address:

4. Owner has / has not obtained a loan for construction of the Improvements. If a loan has been obtained, Exhibit P-2 includes the following information:

5. A statement furnished by Owner and supported by reasonable and credible evidence from all applicable lenders, of the

amount of the loan; A. a summary of the terms of the loan; B. a statement of whether there is a foreseeable default of Owner; and C. the name, address and business telephone number of the borrowers and lenders.

If a loan has not been obtained, or if the loan is not sufficient to pay for all of the construction of the improvements, Exhibit P- 2 also includes a statement furnished by Owner and supported by reasonable and credible evidence from all applicable banks or other depository institutions, of the amount, source and location of funds available to pay the balance of the Prime Contract.

Contractor makes no representation or warranty regarding the adequacy or accuracy of the information furnished by Owner. By signing this Exhibit, Subcontractor acknowledges that Contractor has exercised diligence in ascertaining and communicating in writing to Subcontractor, before execution of the Subcontract and before the Subcontract becomes enforceable against Subcontractor, the financial viability of Owner and the existence of adequate financial arrangements to pay for the improvements to be constructed under the Prime Contract. Subcontractor agrees that this information is sufficient for it to make an informed decision and to accept the risk of nonpayment by Owner to the fullest extent permitted by Section 35.521 of the Texas Business & Commerce Code.

Subcontractor Name By: Name: Title:

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EXHIBIT “O” LEGAL DESCRIPTION OF PROPERTY

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EXHIBIT “P” OWNER FURNISHED DISCLOSURE OF FINANCIAL INFORMATION

N/A

NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS

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License:

CONSTRUCTION LTD 2015 1825 Upland Houston TX 77043

EXHIBIT “Q”

Lien Waiver

Date:

To: Project:

Issued By:

On receipt by the signer of this document of a check from Construction LTD in the sum of

payable to

and when the check has been properly endorsed and has been paid by the bank on which it is drawn, this document becomes effective to release any mechanic’s lien right, any right arising from a payment bond that complies with a state or federal statute, any common law payment bond right, any claim for payment, and any rights under any similar ordinance, rule or statute, related to claim or payment rights for persons in the signer’s position that the signer has on the project listed above to the following extent:

This release covers the progress payment (less retainage) for all labor, services, equipment, or materials furnished to the property or to (person with whom signer contracted).

Before any recipient of this document relies on this document, the recipient should verify evidence of payment to the signer. The signer warrants that the signer had already paid or will use the funds received from this final payment to promptly pay in full all of the signer’s laborers, subcontractors, material men, and suppliers for all work, materials, equipment or services provided for or to the above referenced project up to the date of this waiver and release.

Company Name:

Date:

By:

Title:

Signature:

STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on day of , 20_ _, by

of , for the consideration herein expressed, on behalf of same.

NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS

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License:

CONSTRUCTION LTD 2015 1825 Upland Houston TX 77043

EXHIBIT “R”

Lien Waiver

Date:

To: Project:

Issued By:

On receipt by the signer of this document of a check from Construction LTD in the sum of

payable to

and when the check has been properly endorsed and has been paid by the bank on which it is drawn, this document becomes effective to release any mechanic’s lien right, any right arising from a payment bond that complies with a state or federal statute, any common law payment bond right, any claim for payment, and any rights under any similar ordinance, rule or statute, related to claim or payment rights for persons in the signer’s position that the signer has on the project listed above to the following extent:

This release covers the final payment for all labor, services, equipment, or materials furnished to the property or to (person with whom signer contracted).

Before any recipient of this document relies on this document, the recipient should verify evidence of payment to the signer. The signer warrants that the signer had already paid or will use the funds received from this final payment to promptly pay in full all of the signer’s laborers, subcontractors, material men, and suppliers for all work, materials, equipment or services provided for or to the above referenced project up to the date of this waiver and release.

Company Name:

Date:

By:

Title:

Signature:

STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on day of , 20_ _, by

of , for the consideration herein expressed, on behalf of same.