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Nevada Organic Remedies NVB-14-049

ISSUED DATE: Monday, March 23, 2015

NVB-14-049

1 Invitation To Bid2 Project Information3 INSTRUCTIONS TO BIDDERS4 BID FORM (REQUIRED)5 Plan Log (3.23.15)6 Insurance Requirements7 Zero Tolerance Policy8 Sample Contract

Nevada Organic Remedies

TABLE OF CONTENTS

3705 E. Post RoadLas Vegas, NV 89120

Thursday, April 2 , 201512:00PM (PST)

Burke Construction Group, Inc.Phone: (702) 367-1040

Fax: (702) 367-4083Email: [email protected]

Password: Not Applicable

****PLEASE NOTE THAT YOU NEED TO ADD TEXTURA COSTS TO YOUR PROPOSAL****

Project Location:

Project Name:

Bid Date:

INVITATION TO BID

Each Contractor is to Bid Revised Project Documents Labeled "Delta 2", for a Medical Marijuana Cultivation Facility located in Las Vegas, Nevada and under the jurisdiction of the Clark County Building Department. Scopes of work include, but are not limited to, strategic demolition, Concrete Footings & Houskeeping pad (Interior & Exterior, concrete floor sealer, Wood Framing & TJI's, Hollow-Tube Steel, Metal Ledgers, Racking Equipment, Metal Carts, metal framing, Z-Metal Framing, Drywall, Millwork, Epoxy and Latex Paint, Epoxy Floor Sealer @ Mezzanine, Acoustical Ceilings, Re-installation of Existing Metal Frames, Wood Doors & Hardware, Installation of New Metal Frames, Doors & Hardware, Conveyor Equipment, Fire Protection, Plumbing, HVAC, Electrical, Fire Alarm, Access Control, Security & Tele-Data.

https://www.dropbox.com/sh/7m5ebtbft26ykyv/AABiLdKuQ9tZJXo35YtrGMT6a?dl=0

Bid Time:

Submit Proposals To:

Project Documents:

Project Description:

Single Story Build-Out

ALL BIDS are REQUIRED TO BE SUBMITTED ON THE INCLUDED BID FORM (Please see following pages for instructions). Submit bids to [email protected]. Please contact Beverly Chivers to discuss scopes specifically and address RFI's.

Nevada Organic Remedies Cultivation

mailto:[email protected]




3705 E. Post RoadLas Vegas, NV 89120

Burke Construction Group, Inc.385 Pilot Rd.Las Vegas, NV 89119

Phone: (702) 367-1040Fax: (702) 367-4083

Email: [email protected]

Travis Schultz [email protected] Chivers [email protected]

Nevada Organic Remedies2009 E. Windmill LaneLas Vegas, NV 89123

GH Architecture3269 Strada OliveroLas Vegas, NV 89117

PROJECT INFORMATION

Submit Proposals To:

Burke Lead Estimator:Burke Estimating Assistant:

Owner:

Architect:

Project Location:

Project Name:




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NEVADA ORGAINC REMEDIES INSTRUCTIONS TO BIDDERS

Issued: 03.23.15

For a proposal to be considered it must be in strict accordance with the following instructions:

1. PROPOSALS

Proposals must be made in strict accordance with the information contained in the “Instructions To Bidders” herein referred to as “ITB”. All proposals must be provided with the included Bid Form and all blank spaces for bids, alternates, and unit prices applicable to bidder’s work shall be properly filled in. When requested alternates are not bid, the proposer shall so indicate by the words “No Bid”. Any blanks with the Bid Form shall also be interpreted as “No Bid”. The bidder agrees that any modifications to the Bid Form will disqualify the bid and may cause the bid to be rejected. The bidder shall fill in the Bid Form as follows:

a. Provide all Bidder information including Company Name, Address, Estimator, Point-of-Contact email and phone number.

b. Provide contractor’s license # and classification. c. Total bid proposal shall be stated in both writing and figures for all base bid and

alternates. d. All acknowledgements must be confirmed. e. Specific proposal breakout (if indicated on bid form) must be complete f. Bid form must be signed and dated by an authorized agent of the company

It shall be the specific responsibility of the bidder to deliver his bid to prior to the stipulated deadline as noted on the “Invitation To Bid”. Delivery of late bids, for any reason, including but not limited to delivery service faults, shall disqualify the bid.

2. EXAMINATION OF CONDITIONS

It is understood and mutually agreed that by submitting a bid the bidder acknowledges that he has carefully examined all documents pertaining to the work, the location, accessibility and general character of the site of the work and all existing building and structures within and adjacent to the site, and has satisfied himself as to the nature of the work, the condition of the existing building and structures, the conformation of the ground, the character, quality and quantity of the material to be encounters, the character of the equipment, machinery, plant and any other facilities needed preliminary to and during the prosecution of the work, the general and local conditions, the construction hazards, and all other matters, including, but not limited to, all safety measures required by the Occupational Safety and Health Act of 1970 and all rules and regulations issues pursuant thereto. It is further mutually agreed that by submitting a proposal the bidder acknowledges that he has satisfied himself as to the feasibility and meaning of the plans, drawings, specifications and other contract documents for the construction of the work and that he accepts all the terms, conditions,

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and stipulations contained therein; and that he is prepared to work in cooperation with other contractors performing work on the site.

3. ADDENDA

Any addenda to the specifications or drawings issued during the time of bidding are to be considered covered in the proposal and in closing a contract they will become a part thereof. It shall be the bidder’s responsibility to ascertain prior to the time of bid any addenda issued and to see that his bid includes any changes thereby required. All addenda should be acknowledged by the bidders on the Bid Form. However, even if not acknowledged, by submitted a bid, the bidder has certified that he has reviewed all issued addenda and has included all costs associated within his bid.

4. PERFORMANCE AND PAYMENT BONDS

When the total bid amount, including all add alternates, exceeds $199,999.00 the bidder shall include an alternate price for a performance and payment bond in the amount equal to 100 percent of their contract value. Any proposal which exceeds the previously stipulated value and does not include the alternate price for a performance and payment bond will be deemed non-compliant and shall disqualify the bid. The contractor may not split its performance and payment bond among multiple sureties.

5. SUBSTITUTIONS

Proposals must be made in strict accordance with the plans and specifications. By way of submission of a proposal, the bidder represents that their proposal has been priced to include only specified products described in the plans and specifications. Substitutions shall be considered provided the bidder identifies any substitutions as part of alternate pricing. All substitutions must include the manufacturer and model to be considered.

6. INSURANCES

It is understood and mutually agreed that by submitting a proposal the bidder acknowledges that he has carefully examined all insurance requirements as outlined in Exhibit F. Any costs which the bidder may incur as a result of the requirements for insurance coverage is understood to be included as part of the bidders proposal. Burke Construction Group will not be liable for any additional costs the bidder may sustain as a result of the insurance requirements.

7. TEXTURA

Burke Construction Group utilizes Textura software to perform monthly billings. As such, each bidder is required to include the cost of Textura in their bid. The bidder acknowledges that by submitting a proposal, he has included all applicable costs associated with the use of Textura. The following costs for the use of Textura shall be in effect starting February 1, 2014:

a. .018% of the subcontract value b. Minimum value required $50.00 c. Maximum value allowed $2,500.00 d. Sub-Tier Subcontractors shall be a flat rate of $100.00 (in addition to

Subcontractor fee) e. Costs stated above are per project

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8. JOB WALK(s)

A job walk located at 3705 E. Post Rd, Las Vegas, NV will be available to all contractors on Friday, March 27, 2015. Please refer to the times below in reference to your specific trade times:

1. Demolition: 8am - 8:30am 2. Concrete / Concrete Sealer: 8:30 - 9am 3. Structural Steel / Stairs: 9am – 9:30am 4. Wood Joists / Deck: 9:30 - 10am 5. Millwork: 10am – 10:30am 6. Insulation / Furring / Roofing: 10:30am – 11am 7. Doors / Windows: 11am – 11:30am 8. Metal Framing / Drywall: 11:30am – 12pm 9. ACT / Paint / Epoxy Paint: 12pm – 12:30pm 10. Conveyor Lift: 1:30pm – 2pm 11. M.E.P: 2pm – 3pm

In an effort to maximize everyone’s time, please arrive for your job walk at the start of the specific

time indicated above. Those who join during the middle of your specific walk may miss questions or important information provided at the beginning of each walk.

9. SCHEDULE

The project is anticipated to start April 13, 2015 and is scheduled to complete on or about August 14, 2015 or 123 Calendar Days in total duration. Working days and times are M-F, 6am to 4pm.

The bidder acknowledges that by submitting a proposal he had taken into account the anticipated

project duration of 4 calendar months from start to completion and that all products which may have a long lead times have been considered and any and all costs necessary to expedite the delivery of those items to meet the constraints of the project schedule have been included in the bidders proposal.

10. DEADLINE

All bids must be received on the attached bid form by: 12pm (PST), Thursday, April 2, 2015

ITEM NO. DESCRIPTION OF WORK QUOTED PRICE

1 Selective Demolition -$

2 Concrete Sawcutting -$

3Concrete Footings / Foundations (incl.reinforcing) -$

4 Concrete Housekeeping Pads (Interior) -$

5 Concrete Housekeeping Pads (Exterior) -$

6Concrete - Bollard Install (incl. excavation, set& Concrete) -$

7 Concrete Sealer -$

8 Asphalt Paving -$

9 Structural Steel -$

10 Structural Steel - Pre-Fab Metal Stairs -$

11 Structural Steel - Bollards (Supply) -$

12 3'x6' Stainless Steel - Carts -$

13 Metal Racking - Rm 111

14 Miscellaneous Steel Fabrications -$

15 Wood Joists & Deck -$

16 Wood Walls - Partial RM (RM 111) -$

17 FRP -$

18 Cedar Walls & Ceiling (Rm 109) -$

19Rough Carpentry (Incl. Roof Framing @ newOpenings) -$

20 Millwork

21 Roof Patching -$

22 Insulation -$

COMMENTS

Nevada Organic Remedies Cultivation ‐ Production Facility T. I.Bid Form ‐ REQUIRED

REQUIRED FOR ALL BIDDERS

The following Trades below are to be filled out for all items this contractor wishes to propose completing (include all applicable TAXES):

Fax No:

Estimator Name:

Estimator Email:

Estimator Contact Phone:

COMPANY Name:

Contractors License #:

License Limit:

COMPANY Address:

Telephone No:

Page 1 of 3

ITEM NO. DESCRIPTION OF WORK QUOTED PRICE COMMENTS

23 Z-Metal Furring -$

24 Caulking -$

25 Doors, Frames & Hardware -$

26 Windows (Rms 121 & 122) -$

27 Window Shutters (Rm 121 & 122) -$

28 Drywall and Metal Studs -$

29 Acoustical Ceiling Tile (ACT)

30 Painting -$

31 Epoxy Floor Sealer (at Mezz) -$

32 Conveyor System

33 Fire Extinguishers -$

34 Plumbing Demo -$

35 Plumbing RO -$

36 Plumbing Waste / Sewer -$

37 Plumbing Domestic Water -$

38 Plumbing Gas Piping -$

39 Plumbing Misc. -$

40 Fire Protection -$

41 Fire Protection D/B Engineering -$

42 HVAC Demo -$

43 HVAC Duct -$

44 HVAC Controls -$

45 HVAC Equipment -$

46 Install of Owner Furnished HVAC Equip -$

47 Electrical Demo -$

48 Electrical Equipment -$

49 Lighting - Supply & Install -$

50 Grow Lights - Install -$

51 General Electrical -$

52Low Voltage Conduits & Pull String (inclaccess Control, security, Tele-Data) -$

53 Fire Alarm (incl. Conduit) -$

54 Nevada Energy Secondary -$

55 Security (conduit by others) -$

56 Access Control (conduit by others) -$

57 Tele-Data Systems (conduit by others) -$

58 INSURANCE (as Required) -$

59TEXTURA (See rates with Instructions ToBidders) -$

60 OTHER: -$

TOTAL:

Page 2 of 3

ITEM NO. DESCRIPTION OF WORK QUOTED PRICE COMMENTS

REQUIRED ALTERNATE PRICING

Alternate No. A1: BOND (if over $199,999)

SUB ELECTED ALTERNATE PRICING

YES NO COMMENTS

ACK-1

ACK-2

ACK-3

ACK-4

ACK-5

ACK-6

BIDDERS SIGNATURE: Bid Proposal Form must be signed by an authorized agent for the Bidding Company.

Signed

Printed Name

Title

Date

DEDUCTIVE PRICE

DEDUCTIVE PRICE/UNITADDITIVE PRICE/UNIT

You have read the INSTRUCTION TO BIDDERS and are aware of the project requirements?

You understand that INSURANCE IS REQUIRED and all costs for said insurance is included with your proposal.

ADDITIVE PRICE

ACKNOWLEDGEMENTS

You are aware of the project duration and working hours?

You understand that you will be contracted to ALL DRAWINGS, not just those most commonly associated with your scope of work?Your Bid includes ONLY SPECIFIED products unless otherwise noted in your Alternate Pricing.

Have you provided a separate list of Inclusions / Exclusions

Page 3 of 3

Title of Drawing Original Set Revised Bid Set (REV #2) Architect/Engineer

Architectural A 0.1 Cover Sheet 1.14.15 3.19.15 Garry HoholikA 0.2 ADA Details 1.14.15 1.14.15 Garry HoholikA 0.3 ADA Details 1.14.15 1.14.15 Garry HoholikA 0.4 ADA Details 1.14.15 1.14.15 Garry HoholikA 1.0 Site & Roof Plans 1.14.15 3.19.15 Garry HoholikA 2.1 Demolition Floor Plan 1.14.15 3.19.15 Garry HoholikA 2.2 Level 1 - Floor Plan 1.14.15 3.19.15 Garry HoholikA 2.3 Level 2 - Floor Plan 1.14.15 REMOVED Garry HoholikA 3.0 Level 1 - Reflected Ceiling Plan N/A 3.19.15 Garry HoholikA 3.1 Level 1- Lighiting Plan 1.14.15 REMOVED Garry HoholikA 3.2 Level 2 - Lighting Plan 1.14.15 REMOVED Garry HoholikA 4.0 Bldg Sections / Interior Elevations 1.14.15 3.19.15 Garry HoholikA 5.0 Schedules / Architectural Details 1.14.15 3.19.15 Garry HoholikA 6.0 Architectural Details 1.14.15 3.19.15 Garry Hoholik

SP 1 Architectural Specifications 1.14.15 1.14.15 Garry HoholikSP 2 Architectural Specifications 1.14.15 1.14.15 Garry HoholikSP 3 Architectural Specifications 1.14.15 1.14.15 Garry HoholikSP 4 Architectural Specifications 1.14.15 3.19.15 Garry Hoholik

Structural S 1.1 General Structural Notes & Abbrebviations 1.19.15 3.17.15 Mendenhall SmithS 1.2 Typical Details 1.19.15 3.17.15 Mendenhall SmithS 2 Foundation Plan 1.19.15 3.17.15 Mendenhall SmithS 3.1 Mezzanine Framing Plan 1.19.15 3.17.15 Mendenhall SmithS 3.2 Roof Framing Plan 1.19.15 3.17.15 Mendenhall SmithS 4 Foundation Details 1.19.15 3.17.15 Mendenhall SmithS 5 Framing Details 1.19.15 REMOVED Mendenhall SmithS 5.1 Framing Details N/A 3.17.15 Mendenhall SmithS 5.2 Framing Details N/A 3.17.15 Mendenhall Smith

Mechanical M 000 Legend, Index Notes, Schedules Specs 1.15.15 3.10.15 DG Koch AssociatesM 001 Temperature Control Diagrams 1.15.15 3.10.15 DG Koch AssociatesM 002 Detail Specs N/A 3.10.15 DG Koch AssociatesM 100 Floor Plans 1.15.15 3.10.15 DG Koch AssociatesM 101 Roof Plan 1.15.15 3.10.15 DG Koch AssociatesM 201 IECC Compliance 1.15.15 3.10.15 DG Koch Associates

ElectricalE 0.00 Electrical Schedules, Abbreviations, Notes 1.19.15 3.19.15 Helix ElectricE 0.01 Single Line Diagram 1.19.15 3.19.15 Helix ElectricE 0.02 Panel Board Schedule 1.19.15 3.19.15 Helix ElectricE 0.03 Panel Board Schedule 1.19.15 3.19.15 Helix ElectricES 1.00 Electrical Site Plan 1.19.15 1.19.15 Helix ElectricED 1.00 Electrical Demolition Plan N/A 3.19.15 Helix ElectricE 1.00 Lighting Plan 1.19.15 3.19.15 Helix ElectricE 2.00 Power Plan 1.19.15 3.19.15 Helix ElectricE 3.00 Electrical Roof Plan 1.19.15 3.19.15 Helix ElectricE 4.00 Light Racking Plan 1.19.15 3.19.15 Helix Electric

PlumbingP 0.1 Plumbing Schedules 1.15.15 3.19.15 A CampagnaP 1 1st Floor - Waste and Vent Plumbing Plan 1.15.15 3.19.15 A CampagnaP 2 1st Floor - Domestic R/O Plumbing Plan 1.15.15 3.19.15 A CampagnaP 3 1st Floor - Gas Piping Plan 1.15.15 3.19.15 A Campagna


Index to Drawings

Updated: 03/23/2015

Drawing Page #

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Exhibit FInsurance Requirements

ATTACHMENT #8 (As referenced in Terms and Conditions, Section 11) SUBCONTRACTOR INSURANCE REQUIREMENTS

(a) Subcontracting Liability Insurance. Subcontractor shall maintain such insurance as will protect the Owner, Contractor and Subcontractor from claims set forth below which may arise out of or result from Subcontractor’s operations under the Subcontract and for which the Owner, Contractor, or Subcontractor may be legally liable, whether such operations are those of Subcontractor, any other Lower-tiered Party or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, as follows:

(1) Professional Liability. To the extent Subcontractor provides professional engineering and design services, Subcontractor shall file with Contractor, certificates of Errors and Omissions Insurance having minimum limits of Two Million Dollars ($2,000,000) for each occurrence and in the aggregate. Such certificates shall bear the endorsement “Not to be cancelled without thirty (30) days prior notice to the Owner and Contractor by the insurer.” Upon request, Subcontractor shall deliver the insurance policies to Contractor for review. If the terms of and in the aggregate. Such certificates shall bear the endorsement “Not to be cancelled without thirty (30) days prior notice to the Owner obtain additional coverage as reasonably requested by Contractor. When the entire Work has been determined complete by Subcontractor and accepted by Contractor, Subcontractor agrees to furnish evidence of such insurance coverage for two (2) successive twelve (12) month periods by the insurance carrier then writing professional liability coverage for Subcontractor.

(2) Workers’ Compensation Insurance. Worker’s Compensation Insurance insuring Subcontractor’s full liability under the Workers’ Compensation and Occupational Disease laws for the state where the Work is performed, and Employer’s Liability coverage with not less than a $1,000,000 limit, covering: (A) Claims under workers’ compensation, disability benefit acts, and other similar employee benefit acts which are applicable to the Work to be performed; and (B) Claims for damages because of bodily injury, occupational sickness or disease, or death of employees.

(3) Commercial General Liability Insurance. Commercial General Liability Insurance with coverage on an “occurrence” basis. CGL coverage shall be written on ISO Occurrence form or a substitute form providing equivalent coverage and shall cover liability arising from premises, operations, independent contractors, products-completed operations, and personal and advertising injury. Contractor, the Owner, and all other parties designated by Contractor shall be included as insured's on the CGL, using ISO Additional Insured Endorsement CG 2010 (11/85 Edition) or an endorsement providing equivalent coverage to the additional insured's. (A) Claims Covered. Such insurance shall insure Subcontractor for the Work against: (i) Claims for damages because of bodily injury, personal injury, sickness or disease, or death of any person other than his employees; and (ii) Claims for damages because of injury to or destruction of tangible property (including loss of use resulting therefrom), other than injury to the smallest identifiable part of the Work that causes the bodily injury or property damage loss. (B) Endorsements or Modifications. The Policy for such insurance shall contain the following coverage, endorsements or modifications: (i) Completed Operations Coverage. With respect to completed operations liability, when the entire Work has been determined complete by Subcontractor and accepted by Contractor, Subcontractor agrees to furnish evidence of equivalent continuing coverage for the next two (2) successive twelve (12) month periods. (ii) Subcontractor’s Protective Liability to cover Subcontractor’s liability arising out of the Work performed by its Lower-tiered Parties; (iii) Blanket Contractual Liability including liability arising out of the indemnification agreement set forth herein in the Subcontract; (iv) Personal Injury Liability with employee and contractual exclusions shall be deleted; (v) Broad Form Property Damage extended to apply to Completed Operations; (vi) All exclusions related to loss by explosion, collapse or underground damage (X, C, U) shall be deleted; and (vii) The Combined Single Limit of liability for bodily injury, personal injury, death and property damage, except automobile, shall not be than: $1,000,000 each occurrence for bodily injury and property damage, $1,000,000 each incident for personal and advertising injury, $2,000,000 products-completed operations aggregate, and $2,000,000 general aggregate. The general aggregate limit is to apply separately to each project. (These limits may be met by a combination of primary coverage and umbrella coverage, as reasonably approved by Contractor). (viii) Any subsidence/earthwork movement exclusion shall be eliminated, and proof of coverage is required thirty (30) days prior to commencement of the Work.

(4) Commercial Automobile Liability. Subcontractor shall carry insurance to insure itself for operations of all owned, hired, and non-owned vehicles with limits for each accident of not less than $1,000,000 Combined Single Limit with respect to bodily injury, death and property damage.

(5) Policy Requirements. (A) The insurance required of Subcontractor shall be issued by an insurer or insurers lawfully authorized to do business in the

jurisdiction in which the Project is located, and maintaining a Best’s rating of at least A-VII, or as otherwise approved by Contractor.

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Party or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, as follows: (B) The insurance required of Subcontractor shall be written for not less than any limits of liability required by law. (C) Insurance coverage required under subsections 11.(a)(3) through 11.(a)(5) above shall name the Owner and Contractor and their designees as additional insured's with respect to the operations of Subcontractor and the Lower-tiered Parties, and shall be endorsed to be primary, non-contributory, and not excess of any other insurance. (D) Policies required under subsections 11.(a)(1) through 11.(a)(4) above shall contain the following words verbatim: “The Owner and Contractor are interested in the maintenance of this insurance and it is agreed that this insurance will not be cancelled, materially changed or not renewed without at least thirty (30) days’ advance written notice to the Owner and Contractor at 385 Pilot Road, Las Vegas, NV 89119, Attention: Office Manager, by Certified Mail, Return Receipt Requested” Copy to the Project Manager. (E) Certificates of insurance evidencing the coverage required under subsections 11.(a)(1) through 11.(a)(4) above, and otherwise acceptable to Contractor, shall be filed with Contractor prior to commencement of the Work. These Certificates shall contain a provision that coverage afforded under the policies will not be cancelled, materially changed or not renewed without at least thirty (30) days’ advance written notice to the Owner and to Contractor at 385 Pilot Road, Las Vegas, NV 89119 Attention: Office Manager, by Certified Mail, Return Receipt Requested Copy to the Project Manager.

(6) Property Insurance. (A) The Owner shall purchase and maintain all-risk property insurance at 100% replacement cost upon the entire Work at the Project site and portions of the Work stored off the site with the Owner and/or Contractor’s approval, and contingent transit coverage for portions of the Work in transit. This insurance shall include the interests of the Owner, Contractor, Subcontractor and the Lower-tiered Parties in the Work and shall insure against all risk of physical damage subject to standard exclusions. Losses not covered by the Owner’s insurance or Subcontractor’s insurance shall be borne pursuant to the provisions of the Contract

Documents. If Subcontractor is damaged by failure of the Owner to purchase or maintain such insurance and to so notify Subcontractor, the Owner shall bear all reasonable costs properly attributable thereto. The Owner will maintain a $5,000 deductible limit under the Builders’ Risk Insurance provided by the Owner, and losses within the deductible amount will be paid by Subcontractor or the responsible Lower-tiered Party. If not covered under the Builders’ Risk insurance or otherwise provided in the Contract Documents, Subcontractor shall effect and maintain similar property insurance on portions of the Work stored off the Project site or in transit. (B) Should Contractor elect to provide any materials, furniture, fixtures and/or equipment to be installed by Subcontractor or any Lower-tiered Party, the cost of which is not included in the Subcontract Price, the value of such materials, furniture, fixtures and/or equipment will be included in the amount of Builders’ Risk limit liability as shown on the policy to be purchased and maintained by the Owner. (C) Any loss insured under subsection 11.(a)(6)(A) is to be adjusted with the Owner and made payable to the Owner as trustee for the insured's, as their interests may arise, subject to the requirements of any applicable mortgagee clause. Subcontractor shall pay each Lower-tiered Party a just share of any insurance moneys received by Subcontractor, and by appropriate agreement, written where legally required to validity, shall require each Lower-tiered Party to make payments to its Lower-tiered Party in similar manner. (D) The Owner, Contractor, and Subcontractor waive all rights against each other and the Lower-tiered Parties , agents and employees each of the other for damages caused by fire or other perils to the extent covered by insurance obtained or required to be obtained pursuant to the provisions of subsection 11.(a)(6), except for such rights as they may have to the proceeds of such insurance by the Owner as trustee, and except as to deductibles provided for elsewhere in this Section or the Subcontract.

(7) Subcontractor’s Equipment Insurance. Subcontractor acknowledges and agrees that the property insurance to be carried by the Owner pursuant to the provisions of subsection 11.(a)(5) above shall not be required to cover any tools, apparatus, machinery, scaffolding, hoists, forms, staging, shoring and other similar items commonly referred to as construction equipment, which may be on the Project site and the capital value of which is not included in the Work. Subcontractor shall purchase and maintain such insurance so as to cover the loss or damage to such construction equipment. Any such policy obtained by Subcontractor shall include a waiver of subrogation in accordance with the requirements of subsection 11.(a)(5)(D) above.

(8) Waiver of Subrogation Subcontractor waives all rights against Contractor, the Owner and Architect/Engineer, and their agents, officers, directors and employees for recovery of damages to the extent these damages are covered by commercial general liability, commercial umbrella liability, business auto liability or workers compensation and employers liability insurance maintained per requirements stated above.

(9) Lower-tiered Parties’ Insurance (A) Forms of Insurance. The following insurance is required of all Lower-tiered Parties: (i) Professional Liability. Same limits and terms as referenced in subsection 11.(a)(1) above, except the limits of such insurance shall not be less than $1,000,000 for each occurrence and in the aggregate. This subsection shall only apply to any Lower-tiered Parties providing professional engineering or design services. (ii) Worker’s Compensation Insurance. Same limits and terms as referenced in subsection 11.(a)(2) above. (iii) Commercial General Liability Insurance. Same limits and terms as referenced in subsection 11.(a)(3) above, except that completed operations coverage shall only be maintained one (1) year after final completion of the Work, and the limits of such insurance shall not be less than $1,000,000 per occurrence and $2,000,000 aggregate, or $1,000,000 per project per occurrence and aggregate.

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Party or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, as follows:

(iv) Commercial Automobile Liability. Same limits and terms as set forth in subsection 11. (a)(4) above. (B) Policy Requirements. Terms referenced in subsections 11. (a)(5)(A) and 11.(a)(5)(B) above shall apply to all Lower-tiered Parties of any tier. (C) Certificate of Insurance. Certificates of insurance shall be filed with Subcontractor prior to commencement of the Work. (D) Waiver of Liability. Neither Subcontractor nor the Owner or Contractor shall be responsible in any manner for, and each Lower-tiered Party shall assure and indemnify Subcontractor, the Owner, and Contractor against any claim arising from any loss or damage to any property, equipment, tools or materials and supplies of its employees, subcontractors, suppliers, or their respective related parties

Subcontractor / Policy Owner:

1 Insurance Carrier:

2 General Liability Policy #: Expiration Date:

3 GL Deductible: GL Self Insured Retention:

4 Umbrella Policy #: Expiration Date:

5 GL Policy Aggregate Limit is: Per Policy Per Project Per Location

6 Please answer ALL of the following questions;

General Liability Additional Insured Completed Operations (CG 2010 11/85 or equivalent) endorsement

will be provided. (REQUIRED regardless of scope) Yes No

General Liability Primary and Non‐Contributory endorsement will be provided.

(REQUIRED regardless of scope) Yes No

General Liability Wavier of Subrogation endorsement will be provided.

(REQUIRED regardless of scope) Yes No

Workers Compensation Waiver of Subrogation will be provided. ND and WA are exempt.

(REQUIRED unless employees are domiciled in a monopolistic state). Yes No

Subsidence Coverage is included in the policy. Yes No

EIFS (Exterior, Insulation and Finish Systems) coverage is included in the policy. Yes No

Pollution Liability (Mold) coverage is included in the policy. Yes No

$2,000,000 each occurrence/aggregate.

Insured's policy has RESIDENTIAL coverage including apartments, condos, timeshare, etc. Yes No

Professional Liability / Errors and Omissions is included in the policy. This is REQUIRED for Architects, Engineers,

Surveyors, Consultants, etc. ‐ $2,000,000 each occurrence / aggregate. Yes No

J Limits meet or exceed minimums shown on attached sample. Yes No

As the agent of record for the above stated policy(s), I certify that said policy(s) contain the information as indicated.

Authorized Signature:

Printed Name: Agency:

Address: Phone #:

This form can be emailed to the contact listed below or faxed to 702‐367‐4083.

Attention: Email address:

F

G

H

I

A

B

C

D

E

INSURANCE QUALIFICATION FORM

This form must be completed by your agent and submitted with all bids provided to Burke

Construction Group, Inc. We will request a certificate of insurance and all required endorsements

if a contract is offered but you must provide proof you can meet our requirements at bid time.

Date:

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Exhibit GZero Tolerance Safety Policy

Purpose:

To establish a Zero Tolerance Policy that will establish the minimum expectations for the Health and Safety of all employees and sub contractors working on all Burke Construction Group projects. To be effective, this policy must be adhered to and implemented across all projects and become a mutual objective for management, employees and contractors at all levels.

In an effort to ensure the safest jobsites possible and to effectively communicate minimum performance expectations as it relates to fatality prevention programs, this document must be communicated and distributed as necessary to ensure all managers, employees and contractors are aware of the content of this policy.

Zero Tolerance Defined:

Zero Tolerance means that failure to follow a written requirement, such as but not limited to: rules, laws, programs or policy's, that is blatant disregard for human life, whether it be his/her own or others, will not be tolerated. Furthermore, failure to follow the minimum requirements of any Safety Program, whether willful or not, such as Fall Protection, Control of Hazardous Energies, Trenching and Excavations, Confined Space Entry, ect., will result in immediate dismissal with further employment opportunities or contracts with Burke Construction Group is at jeopardy. Senior jobsite management will have the responsibility to make sure the decisions are made immediately following the incident investigation.

Minimum Safety Expectations:

• Follow all established safety policies, programs and procedures at all times, including but not limited to Burke's Safety Program and OSHA regulations. NO EXCEPTIONS! • Work safely is a minimum expectation for all employees and subcontractors. • Employees are expected to role model safety by, "Leading by Example", at all times. • All Employees, subcontractors, suppliers and visitors must comply with all job site requirements at all times. • Failure to comply with any Burke Construction Group safety requirement is a violation of this Zero Tolerance Policy and result in a disciplinary action, up to and including immediate termination. • Corrective actions must be put in place immediately to prevent reoccurrence. • Failure to report any injury or incident by cover up, hiding or making false statements is a violation of this Zero Tolerance Policy and will result in immediate discharge.

Drug and Alcohol Policy:

• All Burke Construction Group job sites are a Drug and Alcohol Free Zone. • Zero Tolerance for anyone being under the influence of Drugs or Alcohol at the workplace. • Violations of this policy will result in disciplinary action, including Termination.

Graffiti and or Destruction:

• The use of graffiti anywhere on a Burke Construction Group job site will be considered a Zero Tolerance Violation which will result in disciplinary action, up to and including Termination. • Destruction of any Work in Place or stored equipment and material on a Burke Construction Group job site will be considered a Zero Tolerance Violation which will result in disciplinary action, up to and including Termination.

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Discipline Program:

• The discipline program consists of two levels of engagement based on severity. - Minor Offense(not wearing safety Glasses, not wearing reflective gear when needed, not wearing a hardhat 100% of the time when on jobsite, ect... * 1st Offense: Written warning and retraining * 2nd Offense: Time off without pay and retraining * 3rd Offense: Immediate Termination

- Major Offense (practices endangering the individual or others) * 1st Offense: Starting with time off without pay and retraining, * 2nd Offense: Immediate Termination

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385 Pilot Road Las Vegas, NV 89119 Tel: (702) 367-1040 Fax: (702) 367-4083

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S U B C O N T R A C T A G R E E M E N T

For use in Nevada

THIS SUBCONTRACT AGREEMENT (“Subcontract”) dated ________________________ is entered into between Burke Construction Group, Inc. (“Burke”) and Subcontractor (identified on this page below). Subcontractor and Burke are sometimes referred to below as “Party” or “Parties.” For the Subcontract Price (defined below) and by signing below, Subcontractor agrees, subject to and in accordance with the terms and conditions set forth in this Subcontract and its Attachments, which Attachments are incorporated by this reference as though fully set forth, to furnish the labor, materials, equipment, and services required by this Subcontract (the “Work”) in accordance with the Plans (defined below) and the Insurance Requirements (defined below) and in compliance with the Project Schedule (defined below) for the Project.

SUBCONTRACTOR: Sub Name: Tel: Address: Fax: City/State Zip: Contact: PROJECT: Project Number: Cost Code: Project Name: Address: Tel: City/State Zip: Fax: Owner Information Architect Information Name: Name: Address Address: City/State Zip: City/State Zip: Subcontract Amount: $ Amount in Words: ATTACHMENTS: Attachment 1 - Terms and Conditions Attachment 6 - Warranty for Work Attachment 2 - Scope of Work Attachment 7 - Billing Procedures/Lien Release Attachment 3 - Drawing Log Attachment 8 - Indemnity & Insurance Requirements Attachment 4 - Subcontract Price Attachment 9 - Additional Provisions Attachment 5 - List of Subcontractors and Suppliers Attachment 10 - Other Required Documents BURKE CONSTRUCTION GROUP, INC. [SUBCONTRACTOR NAME] State Contractors License 0022189 (AB) – Unlimited Authorized Signature Authorized Signature

Title Title Date of Acceptance: Date of Acceptance:

Authorized Rep: Authorized Rep:

License Number:

Bid Limit Amount:

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ATTACHMENT 1

TERMS AND CONDITIONS

NOW THEREFORE, it is agreed as follows: Section 1. Subcontract Documents. The term "Prime Contract" as used herein refers to all the general and special conditions, plans, drawings, specifications, manuals, attachments, addenda, amendments, exhibits, modifications and any other documents forming or by reference made a part of the contract entered into between Burke and “Owner” for the Project. The Prime Contract shall be considered a part of this Subcontract by this reference, and Subcontractor agrees to be bound to Burke and Owner by its terms and provisions, so far as they apply to the Work described below. The Work to be performed under this Subcontract is subject to all of the applicable terms and provisions, including the provisions for modification, of the Prime Contract, and to the extent that provisions of the Prime Contract apply to the Work, Subcontractor shall assume toward Burke all obligations and responsibilities which Burke, under the Prime Contract, assumes toward Owner. The Prime Contract, this Subcontract, and any drawings, specifications, plans, manuals, any and all attachments, addenda, exhibits, supplemental and/or additional provisions, or any modifications thereto, either attached thereto or incorporated therein by reference shall constitute the “Subcontract Documents.” The Subcontract Documents are located at the principal office of Burke and have been made available to Subcontractor. Subcontractor accepts responsibility for knowledge of the contents of the Subcontract Documents and acknowledges that but for Subcontractor’s acceptance of such responsibility; Burke would not enter into this Subcontract. Section 2. The Work. Subcontractor agrees to furnish all supervision, labor, tools, equipment, materials, scaffolding, ladders, work platforms, boom lifts, protection, layout, taxes, insurance (as required by the Subcontract Documents), loading, unloading, distribution of materials and services described in or inferable from the work including observance of All rules and regulations in effect at the site of work regarding passes, badges, list of employees, conduct on the property, and privately owned vehicles shall be rigidly observed and enforced by Subcontractor, its personnel, and its employees. Subcontractor shall be responsible to Burke for the acts and omissions of Subcontractor’s employees, subcontractors, suppliers, and their respective agents and employees, and any other person performing portions of the Work through Subcontractor described below and throughout the Subcontract Documents (collectively, the “Work”): SCOPE OF WORK INCLUDES BUT IS NOT LIMITED TO THE FOLLOWING: 1) Provide work as outlined on Attachment 2 attached hereto, dated , which is incorporated into this Subcontract by this reference. 2) All correspondence pertaining to the Project will be directed to the Project Manager and MUST be identified as . (a) SPECIAL REFERENCE IS MADE TO THE FOLLOWING: Additional Provisions. See enclosed Additional Provisions per Attachment 9.

1) The plans, drawings, and specification to which the Work shall be furnished and comply (the “Plans”) are, among others, the plans, drawings, and specifications listed on Attachment 3, dated ,.

2) Project Manual dated , Addenda 1 dated , and Addenda 2 dated . 3) Burke Submittal Schedule dated . 4) Burke Construction Schedule dated (the “Work Schedule”) 5) Subcontractor shall provide insurance certificates listing Burke and Owner as “Additional Insured.” Please reference Section 11 and Attachment 8,

“Insurance” for the specific requirements. Insurance must be an A.M. Best’s rating of A-VII or better. 6) Subcontractor shall commence preparatory and planning work immediately upon receipt of a formal Letter of Intent per the guidelines established in the same

prior to the execution of this Subcontract but shall not mobilize to the Project site until so notified by Burke. Upon Burke’s notification, Subcontractor shall mobilize to the Project site and begin its on-site work within 48 hours of such notice and provided receipt of all Insurances and bonds have been accepted. Late or incorrect submittal of the required Insurances and bonds may cause delay to the Project for which Subcontractor will be held responsible.

7) All applicable permits and insurance certificates must be submitted to Burke prior to start of the Work. 8) Respective trade clean-up is mandatory. 9) All taxes, freight costs, and miscellaneous fees are included unless specifically excluded. 10) Hoisting and unloading of own materials, equipment, supplies and incidentals is included.

11) No company advertising of any kind will be allowed without written approval from Burke. 12) Complete submittals and shop drawings are due by no later than in sets of six (6). 13) When Subcontractor does not install all material furnished under this Subcontract, such material that is not installed shall be delivered F.O.B. 14) Any additional work over and above the original scope of the Work, which is undertaken on a time and material basis, must be authorized with a “Notice To

Proceed” issued by Burke’s project manager (the “Project Manager”). It is Subcontractor’s responsibility to ensure all time and material records are verified and signed off by the Project Manager on a daily basis.

15) The intent of the Subcontract and the Subcontract Documents is that the Work (i) shall be free from defects and be performed in a good and workmanlike manner with the highest standards of professionalism, competence and attention to detail, for the Subcontract Price (as defined below), within the timeline established by the Work Schedule, (ii) shall result in a complete and functional system that will be in full compliance with the Subcontract Documents and all applicable laws, as well as the Plans, including without limitation, any and all modifications, amendments or changes to any such documents, (iii) includes all Work of every kind and nature related to Subcontractor’s trade or craft, whether specified in the Subcontract Documents or not, and any Work reasonably inferable from or implied in the Subcontract Documents necessary to complete the Project or customarily provided by Subcontractor’s trade or craft shall be done by Subcontractor, notwithstanding that such Work may have been omitted from the Subcontract Documents, (iv) shall be new, first quality and shall carry the manufacturer’s full warranty, i.e., use of seconds, factory rejects, and remnants is expressly prohibited (Work that does not comply with these requirements, including substitutions not properly approved and authorized by Burke in writing, shall be deemed defective. Subcontractor shall be responsible for any and all extra costs and damages incurred by Burke due to “equal substitutions” or other substitutions by Subcontractor that are not functioning to the satisfaction of Burke), and (v) shall be performed to the satisfaction of Burke, with such satisfaction being controlled only by the element of good faith. Subcontractor shall, at its sole cost and expense and upon written notice from Burke, remove any and all Work that Burke determines to be unsound or unsatisfactory. Burke shall be the sole judge of the functioning of the substituted or varied Work.

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(b) Site Visitation Subcontractor acknowledges and agrees that (i) it has had ample time to visit and has visited and examined the Project site and has reviewed the physical conditions affecting the Work, (ii) it has familiarized and satisfied itself with all the conditions on, under or which may affect the Project site that Subcontractor deems necessary or desirable based on Subcontractor’s skill, experience and knowledge, (iii) it has satisfied itself as to the nature and location of the Work, (iv) the discovery of any conditions (whether or not consistent with the conditions shown or called for in the Subcontract Documents) shall not be allowed as a basis for claims for any additional compensation or an extension of the time for performance of the Work, and (v) the Subcontract Price incorporates all costs and expenses Subcontractor may incur to perform the Work, (vi) no advertising by Subcontractor of any kind will be allowed without written approval from Burke,

(c) Inconsistencies and Omissions Subcontractor shall make a careful analysis and comparison of the drawings, specifications, other Subcontract Documents and information furnished by Owner relative to the Work. Such analysis and comparison shall be solely for the purpose of facilitating the Work and for the discovery of errors, inconsistencies or omissions in the Subcontract Documents but not for ascertaining if the Subcontract Documents are in accordance with applicable laws, statutes, ordinances, building codes, rules or regulations. Should the Subcontractor discover any errors, inconsistencies or omissions in the Subcontract Documents, Subcontractor shall report such discoveries to Burke in writing within three (3) Days. Upon receipt of notice, Burke shall instruct Subcontractor as to the measures to be taken, and Subcontractor shall comply with Burke's instructions. If Subcontractor performs Work knowing it to be contrary to any applicable laws, statutes, ordinances, building codes, rules or regulations without notice to Burke and advance approval by appropriate authorities, including Burke, Subcontractor shall assume appropriate responsibility for such Work and shall bear all associated costs, charges, fees and expenses necessarily incurred to remedy the violation. Nothing in this paragraph shall relieve Subcontractor of responsibility for its own errors, inconsistencies and omissions. Section 3. Payment. (a) Subcontract Price. Subject to additions and deductions for changes agreed upon or determined by Burke, as hereinafter provided, the “Subcontract Price” identified in Attachment 4 is the maximum amount to be paid to Subcontractor for the Work and includes (i) all increases in costs or prices to Subcontractor and its lower-tiered subcontractors and suppliers that furnish labor, equipment or materials for the Project (individually, the “Lower-tiered Party” or collectively, the “Lower-tiered Parties”) attributable to all labor, materials, plant, scaffolding, tools, supplies, equipment, ladders, scissor lifts, work platforms, boom lifts, protection, layout, taxes, insurance (as required in this Subcontract), loading, unloading, distribution of materials and services necessary to perform the Work, (ii) the cost of additional labor and materials for the preparation of shop drawings and other reports and studies that may be required, (iii) the cost of all foreseen or foreseeable risks, hazards, and difficulties in connection with the Work, (iv) all costs, expenses, fees, taxes, charges, payments and other matters necessary to complete the Work in compliance with the Work Schedule, the Subcontract, the Plans and all laws, (v) Subcontractor’s overhead and profit, and (vi) payment for all Work released for construction by Burke to Subcontractor for the Project. (b) Progress Payment. By the 25th day of each month, Subcontractor shall submit to Burke for approval and payment, a monthly payment application on Burke’s provided or approved form and in accordance with Burke’s billing procedures. Subcontractor shall request payment only for that portion of the Work that Burke has identified in writing as complete and physically incorporated into the Project during the monthly payment period for which the payment application is submitted. Progress payments will be made to Subcontractor each month in an amount equal to 90 percent of the value of the completed and approved portion of the Work, computed on the basis of the prices set forth above, of the quantity, as estimated by the “Architect/Engineer” (as defined below) or Burke, of the Work performed hereunder, less the aggregate of previous payments, if Burke does not possess a right to withhold payment from Subcontractor. It is a condition precedent that such progress payments shall not become due to Subcontractor until ten (10) days after Burke receives payment for such Work from Owner. Notwithstanding the foregoing, if Owner fails to pay Burke for the Work when payment is due, Subcontractor agrees to pursue its rights and remedies under the lien law of Nevada for payment for the Work performed. Subcontractor agrees that a final judgment on an action to foreclose the lien against Owner shall be a condition precedent to any action against Burke. If Burke receives payment from Owner for less than the full value of the Work delivered to the Project site, Subcontractor’s resulting progress payment shall be proportionately reduced. No progress payment to Subcontractor shall operate as approval or acceptance of the Work. (c) Final Payment. Within thirty (30) calendar days of the date the last of the following occurs: (i) a certificate of occupancy for the Project is issued by the applicable governmental authority and the Work has been accepted by Owner, (ii) Subcontractor has completed all incomplete and/or punchlist items, (iii) Subcontractor has provided proof of payment of all labor and associated payroll taxes, insurance and benefits, (iv) Subcontractor has submitted proof from all unions that all union benefits have been paid in full, (v) Subcontractor has paid all of the Lower-tiered Parties, (vi) Subcontractor has delivered all properly executed waivers and releases in the statutory form executed by itself and all Lower-tiered Parties, (vii) Subcontractor has provided final consent of surety (if applicable), (viii) Subcontractor has submitted its final payment application to Burke for approval, (ix) Subcontractor has provided all close-out documentation (as may be required by the Plans) and written warranties, (x) Subcontractor has strictly complied with the conditions precedent to payment discussed in this Section, (xi) Burke does not possess an independent right to withhold payment from Subcontractor, and (xii) Burke receives payment from Owner, for all of the Work, Burke shall make a final payment of all outstanding amounts due Subcontractor. (d) Conditions Precedent to Subcontractor’s Right to Payment. THE FOLLOWING ARE CONDITIONS PRECEDENT TO SUBCONTRACTOR’S RIGHT TO RECEIVE AND BURKE’S OBLIGATION TO MAKE PAYMENT: (i) Subcontractor shall submit its payment applications in accordance with Burke’s billing procedures and on Burke’s provided or approved form, along with all supporting documentation, including without limitation, such executed lien waivers and releases in the statutory form executed by Subcontractor and all of the Lower-tiered Parties, and (ii) BURKE IS PAID BY OWNER FOR THE WORK THAT WAS ACTUALLY PERFORMED AND INCORPORATED INTO THE PROJECT. RECEIPT OF PAYMENT FROM THE OWNER FOR THE WORK IS A CONDITION PRECEDENT TO PAYMENT FROM BURKE TO SUBCONTRACTOR. Should a court of competent jurisdiction find that the “pay-if-paid clause” contained in the preceding paragraph is not enforceable in the State of Nevada, then Burke shall be permitted a commercially reasonable amount of time to pursue available rights and remedies to seek to collect from owner or from others those progress payments, final payments or other payments related to the work before payment shall become due and payable to subcontractor. A “commercially reasonable amount of time” shall be determined by Burke in good faith and based upon all relevant circumstances but shall in no event be less than the amount of time needed for burke to pursue to conclusion (including final collection) available rights and remedies to seek to collect from all higher-tiered parties, insurers, other contractors or subcontractors, or others responsible for payment. (e) Upon written request by Subcontractor, Burke will provide Subcontractor access to information in Burke’s possession, if any, regarding Owner’s solvency and ability to perform the terms of the Prime Contract. Subcontractor acknowledges and agrees that it has considered Owner’s solvency and ability to perform the terms of the Prime Contract before entering into the Subcontract. (f) If at any time prior to final payment Owner reduces the amount of retainage withheld from Burke, Burke may, at its sole and absolute discretion, reduce accordingly the retained percentage withheld from Subcontractor. (g) Subcontractor acknowledges and agrees that Burke may decline to approve any payment in full or in part reasonably necessary to protect Owner and Burke from any of the following: (i) unsatisfactory Work progress, (ii) any defect in the Work that has not been corrected, (iii) disputed Work, equipment or materials, (iv) failure to comply with any material provision of the Subcontract, (v) failure of a condition precedent to payment, (vi) failure of Subcontractor to make timely payments for labor, equipment and materials, (vii) damage to Owner or Burke as a result of the acts or omissions of Subcontractor or anyone who furnishes labor, materials or equipment through Subcontractor, (viii) reasonable evidence that the Work cannot be completed for the unpaid balance of the Subcontract Price, (ix) any right of

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setoff (discussed below), (x) a request for an advance of funds under this Subcontract, (xi) failure of Subcontractor to submit a final payment application within ninety (90) days of the date the Work is completed, (xii) the assertion by other parties of any claim or lien against Burke or the Project property arising out of Subcontractor's performance of the Work and/or (xiii) for any other reason, provided that Burke acts in good faith. (h) Right to Pay by Joint Check to Lower-tiered Parties. Burke reserves the right at any time and from time to time to pay directly for any material, equipment, or other services supplied to the Project as part of this Subcontract by check (a “Joint Check”) to the order of (i) Subcontractor, and (ii) any and all Lower-tiered Parties. Prior to commencing the Work, Subcontractor shall submit a list of all of its sub-subcontractors and suppliers intended to be used on the Project. This list shall include the sub/supplier's phone number and nature of its participation in the Project. (i) No Payment Guarantee to Lower-tiered Parties. Subcontractor acknowledges and agrees that issuance of Joint Checks shall not be deemed or construed as creating: (i) privity of contract by and between Burke and any Lower-tiered Party; (ii) a relation of guarantor and/or surety between Burke and the Lower-tiered Party; or (iii) any other obligation or liability to the Lower-tiered Party from Burke other than as maker of the Joint Check. (j) Right to Place Restrictive Endorsement on Joint Checks. Burke reserves the right to place a restrictive endorsement on any Joint Check reflecting any or all of the provisions of paragraph (i) above. Section 4. Bonding. If requested by Burke, Subcontractor shall furnish a one-hundred percent (100%) performance bond and a one-hundred percent (100%) payment bond in an amount equal to the full Subcontract Price. Such bonds shall be on a form furnished by and with a surety satisfactory to Burke. Premium for such bonds shall be paid by Subcontractor, unless otherwise agreed upon in writing by Burke and Subcontractor. Section 5. Changes. (a) Burke may at any time by written order of Burke's authorized representative and without notice to Subcontractor's sureties, make changes in, additions to and omissions from the Work to be performed under this Subcontract, and the Subcontractor shall promptly proceed with the performance of this Subcontract as so changed. (b) Change Event and Change Proposal. Subcontractor shall notify Burke by means of a written notice (a “Change Proposal”) as soon as reasonably possible, but in no event later than five (5) calendar days after any event or occurrence (a “Change Event”) that Subcontractor believes may require a change in the Subcontract Price or the Work Schedule, including, without limitation, Subcontractor’s receipt of a request from any Lower-tiered Party for additional cost or time with respect to any portion of the Work (a “Lower-tier Change Request”), by delivering a Change Proposal to Burke, which shall include (i) a detailed description of the nature and basis of the Change Event, (ii) a reasonable price quotation for the Change Event, supported by accurate, compete and current cost and pricing data in support of the Change Event, (iii) an identification of the specific costs related to the Change Event, (iv) the impact, if any, to the Work Schedule as a result of the Change Event, and (v) any other information relevant to Burke’s consideration of the Change Proposal. A request for additional compensation and/or Work Schedule extensions that does not fully comply with the above shall not be considered a Change Proposal under the Subcontract or NRS 624 and shall be borne solely by Subcontractor. Notwithstanding the above, Subcontractor shall not seek and shall not have a right to seek additional compensation for a Work Schedule extension for any delay that is prohibited by or not allowed in this Subcontract. (c) Request for Proposal. At any time and from time to time prior to the final completion of the Work, Burke may request changes in the Work, in which event Burke may, in its sole and absolute discretion, deliver a notice to Subcontractor requesting a Change Proposal (a “Request for Proposal”). A Request for Proposal shall set out the changes in the Work requested by Burke. Subcontractor shall, within five (5) calendar days of its receipt of a Request for Proposal, issue a Change Proposal setting forth the information required by paragraph (b) above. (d) Change Order. To be entitled to an increase in the Subcontract Price or an extension to the Work Schedule, all Change Proposals shall be evidenced by a Change Order executed by the Project Manager or other representative designated by Burke. All Change Orders shall be deemed to include Subcontractor’s profit and all direct and indirect costs associated with the Change Event, including but not limited to any delay, impact, disruption and acceleration claims that Subcontractor may possess or claim to possess. Subcontractor represents, acknowledges and agrees that should it proceed with any changed or additional work (other than those involving no increase in the Subcontract Price or Work Schedule) before receiving a written and signed Change Order from Burke (regardless of whether the changed or additional work was ordered by Owner or Burke’s authorized representative) (“Unapproved Change”), Subcontractor shall be deemed to have knowingly and intentionally waived and released all claims for additional compensation and an extension of the Work Schedule, regardless of any written or verbal protests or claims by Subcontractor to the contrary. Burke shall be under no obligation to extend the Work Schedule or to pay or reimburse Subcontractor for any cost or expense related to an Unapproved Change. Subcontractor’s acceptance shall be signified by its signature on the Change Order or its lack of objection to the Change Order before ten (10) days have elapsed after receiving the written Change Order from Burke. If Subcontractor refuses or fails to timely provide a Change Proposal, or if Burke and Subcontractor are unable to agree in writing upon the terms of the Change Order, then Burke may do any of the following: (i) issue a “Construction Change Directive” (defined below”) or (ii) engage other subcontractors and/or laborers to perform the requested change in the Work, and such hiring shall not affect this Subcontract in any manner. (e) Lower-tier Change Request. If Subcontractor (i) fails to provide Burke with a Change Proposal within five (5) calendar days after Subcontractor’s receipt of a Lower-tier Change Request or (ii) timely provides Burke with a Change Proposal regarding the Lower-tier Change Request, but the Change Proposal is not in compliance with the requirements of paragraph (b) above, and such Lower-tier Change Request is ultimately deemed approved pursuant to the NRS, then all additional costs requested by such Lower-tier Change Request and deemed approved under the NRS (or the amount required to recover the extra time requested by the Lower-tiered Party and deemed approved under the NRS) shall be deemed rejected and no compensation whatsoever will be due from Burke. When Burke receives a Change Proposal pertaining to a Lower-tier Change Request, Burke shall review the Change Proposal and provide written approval or disapproval (with reasons for such disapproval) thereof to Subcontractor within thirty (30) calendar days after Burke’s receipt thereof; provided, however, that if Burke fails to approve the Change Proposal within thirty (30) calendar days, Burke shall be deemed to have disapproved the Change Proposal. If a Change Proposal relating to a Lower-tier Change Request is not approved by Burke either in writing or by inaction (as discussed above), within the thirty (30) calendar day period set forth above, then Subcontractor shall deliver, as soon as reasonably possible, but in no event later than the thirtieth (30th) calendar day following Burke’s receipt of the applicable Lower-tier Change Request, written notice to the Lower-tiered Party rejecting such Lower-tier Change Request together with reasons why the request is unreasonable. If Subcontractor fails to do so, then any additional amounts requested by the Lower-tier Change Request and deemed approved under the NRS (or the amount required to recover the extra time requested by such Lower-tier Change Request and deemed approved under the NRS) shall be deemed rejected, and no compensation whatsoever will be due from Burke. (f) Construction Change Directive. For purposes of this Subcontract, a “Construction Change Directive” means a written order initiated, prepared and signed by Owner, Burke, or their respective representatives and given to Subcontractor directing a change in the Work and stating a proposed basis for adjustments, if any, in the Subcontract Price and/or the Work Schedule due to such change. Burke may, by delivery of a Construction Change Directive to Subcontractor, order a change in

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the Work without invalidating or breaching the Subcontract or Subcontract Documents. Upon receipt of a Construction Change Directive, Subcontractor shall promptly proceed with the change in the Work involved. If Subcontractor disagrees with the terms of the Construction Change Directive, and the Parties are unable, within a reasonable amount of time, to reach an agreement, the dispute shall be resolved in accordance with the procedures set forth in the Prime Contract. (g) Calculation of Change. The actual amount of the increase or decrease in the Subcontract Price and/or the Work Schedule resulting from a change approved or directed by a Change Order or Construction Change Directive shall be determined by one or more of the following methods, at Burke’s sole and absolute discretion: (i) if possible, mutual acceptance of a lump sum proposal properly itemized and supported by sufficient substantiating data to permit evaluation and audit by Burke; (ii) unit prices stated in the Subcontract Documents, or subsequently agreed upon by the Parties; and/or (iii) the actual cost to Subcontractor and the Lower-tiered Parties, which cost must be properly itemized and supported by sufficient substantiating data to permit evaluation and audit by Burke. If the value of any change work is calculated based on the actual cost, any payment for such change shall not exceed the total actual cost to Subcontractor and the Lower-tiered Parties plus a maximum combined mark-up of 10% for overhead and profit. Actual cost shall be limited to dollar amounts actually incurred by Subcontractor due to the changes in the Work. Accordingly, no course of conduct or dealings between the Parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Burke and/or Owner have/has been unjustly enriched by any alteration or addition to the Work, shall be the basis for any claim for additional consideration or an extension of the Work Schedule. (h) Time Extensions in Change Order: No time extension shall be granted to Subcontractor just because a Change Order has been issued unless it is expressly stated therein. (i) Claims for Amounts Outside of Change Order: No claim shall be made for delay or additional costs based on the number, nature, or extent of the changes made or the time for processing the changes. (j) Disputed Work and Daily Reports for Disputed and Extra Work Notice: If the subcontractor is of the opinion (i) that any work ordered to be done as part of the Work is extra work that is not within the original scope of the Work, or (ii) that any determination or order of Burke violates the terms and provisions of the Subcontract, Subcontractor must, within one (1) calendar day of learning of the same and before proceeding with such work or complying with such determination or order, notify Burke in writing of the reasons why, and request and receive a final determination thereon. (k) Additional notice: If Burke determines that the work in question is with the original scope of the Work under the Subcontract Documents and not extra or additional work or that the determination or order complained about is proper, Burke will notify Subcontractor to proceed, and Subcontractor must immediately comply. In order to reserve any right to claim compensation for such work or damages resulting from such compliance, Subcontractor must, within three (3) days of receiving notice of Burke’s determination and direction, notify Burke in writing that the work is being performed or the determination and direction is being complied with under protest. (l) Performance of Disputed or Extra Work: While Subcontractor is performing disputed work or complying with a determination or order under protest in accordance with this Section, Subcontractor shall furnish Burke daily copies of written statements signed by Subcontractor’s representative at the Project site that show: (i) the name and number of each worker employed on such work or engages in complying with such determination or order, the number of hours employed thereon, and the character of the work each is doing, and (ii) the nature and quantity of any materials, plants and equipment furnished or used in connection with the performance of such work or compliance with such determination or order, and from whom they were purchased or rented. (m) Burke, without invalidating the Subcontract or any bonds or security furnished hereunder, and without notice to the sureties, if any, may, at any time after the execution of the Subcontract, reduce or omit Subcontractor’s scope of Work. Burke shall order such reductions or omissions by giving written notice to Subcontractor not later than five (5) days prior to when the Work that has been reduced or omitted was scheduled to begin. When the Work is omitted or reduced, in whole or in part, Burke shall pay, subject to the provisions of the Subcontract, for all Work actually performed. Subcontractor is not entitled to compensation or damages for any losses, including loss of profit or overhead relating to the reduced or omitted Work. (n) Subcontractor represents, acknowledges and agrees that payment to Subcontractor on account of any Change Order or Construction Change Directive shall be made only if Burke receives payment from the Owner on behalf of Subcontractor. Section 6. Prosecution of Work. (a) Subcontractor shall furnish all labor, supervision, tools, equipment, materials and supplies necessary for the performance of the Work in a proper, efficient and workmanlike manner. Subcontractor shall prosecute the Work undertaken in a prompt and diligent manner whenever such Work, or any part of it, becomes available, or at such other time or times as Burke may direct, and so as to promote the general progress of the entire Project, and shall not, by delay or otherwise, interfere with or hinder the work of Burke or any other subcontractors. Any materials that are to be furnished by Subcontractor hereunder shall be furnished in sufficient time to enable Subcontractor to perform and complete its Work within the time or times provided for herein. Subcontractor shall reimburse Burke for any and all liquidated and/or actual damages that may be assessed against and/or collected from Burke which are attributable to or caused by Subcontractor's failure to perform the Work required by the Subcontract within the Work Schedule, and in addition, shall pay to Burke such other or additional damages as Burke may sustain by reason of such delay by Subcontractor. The payment of such damages shall not release Subcontractor from its obligation to otherwise fully perform the Subcontract. Upon written request by Burke, Subcontractor shall furnish to Burke such evidence as Burke may require relating to Subcontractor's ability to fully perform the Subcontract in the manner and within the time specified herein. (b) Subcontractor shall keep on the Project site during the progress of the Work a competent, English-speaking superintendent who shall be the authorized representative of Subcontractor. Directions and communications to such superintendent from Burke in connection with the Work shall be treated as directions and communications to Subcontractor. Furthermore, Subcontractor represents that it has included the necessary number of trips/move-ins to the jobsite to maintain Burke’s progress schedule at no additional cost to Burke or Owner. (c) Clean-up of equipment, materials and/or matter of any kind which is a result of the Work shall be performed by Subcontractor at the direction of Burke. Failure to comply shall result in Burke performing clean up with all costs borne by Subcontractor. (d) Subcontractor is required to coordinate all respective work with the various other trades on the Project and is specifically responsible for its own layout of the Work. Subcontractor shall attend and participate in all weekly subcontractor-coordination meetings, any pre-construction coordination meetings, periodic Quality Control verification walks and other trade-specific safety and coordination meetings, as requested by Burke throughout the course of the Project. Subcontractor specifically agrees that any requests for information or clarification made by Subcontractor to Burke shall be made in writing within one (1) business day of identification of a need for such information or clarification, setting forth complete information including reference to the drawings, specifications and other correspondence so that the items at issue can be formally investigated and responded to in writing. Burke is not responsible for responding to any verbal requests for information or clarifications or any written request requiring Burke to obtain information from any design consultant of the Project, Owner, or any government

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agency. Subcontractor shall conduct a thorough investigation before making any request for information or clarification to avoid excessive or frivolous requests for information or clarification. (e) Workmanship and Quality Control - All work performed by Subcontractor shall be in strict accordance with the Subcontract Documents and as follows: i) Quality - All work shall be performed and installed at a level of quality as described in the Subcontract Documents, per industry standards for the area in which the Project is located, or per the manufacturer's recommendations, whichever is more strict. The Architect shall be the final judge of whether materials and workmanship are of sound quality in conformance with the Subcontract Documents. ii) New Materials - Unless otherwise permitted in writing, all materials installed in the Project by Subcontractor shall be new as originally manufactured. iii) Acceptance of Prior Work - Subcontractor shall inspect the work upon which the Work is to be installed and shall immediately notify Burke if such work is incomplete or is not in conformance with the requirements of Subcontractor’s prerequisites to apply the Work. Failure to make such notification shall bar Subcontractor from making any claim related to the prior work. iv) Cutting and Patching - Unless specifically identified elsewhere in the Subcontract Documents, Subcontractor shall perform all cutting and patching associated with the installation the Work. v) Protection of The Work of Others - Subcontractor is responsible for the protection of completed or partially completed work of other trades during installation of the Work. Should damage occur as a result of Subcontractor’s activities, Subcontractor shall repair and/or replace at its own cost or Burke shall have the right to elect to repair at Subcontractor’s expense. All damaged work shall be repaired in a timely fashion so as not to delay the progress of the Project. vi) Tests and Inspections - Subcontractor shall cooperate with all tests and inspections performed to ensure that the Work is in accordance with the Subcontract Documents and applicable codes and regulations. Subcontractor shall not cover or conceal any Work upon which an inspection is required or scheduled. vii) Uncovering of the Work - Subcontractor shall uncover the Work upon request of Burke to provide for inspection to ensure that the Work is in accordance with the Subcontract Documents and applicable codes and regulations. If Subcontractor violated paragraph vi above, or if the Work was found to be defective, then Subcontractor shall pay for the costs of inspection and to repair the Work damaged to perform the inspection. viii) Correction of The Work - Subcontractor shall immediately perform and pay for the correction of any of the Work found to be defective or otherwise not in conformance with the Subcontract Documents. ix) Compliance With Codes - Subcontractor shall perform the Work in full compliance with all applicable codes, regulations and laws affecting the Work and the safety of Subcontractor’s workers. Section 7. Delays. (a) Should Subcontractor be obstructed or delayed in the commencement, prosecution or completion of the Work, without fault on its part, by reason of (i) failure to act, direction, order, neglect, delay or default of Owner, the Architect/Engineer, Burke, or any other contractor or subcontractor employed upon the Project, (ii) fire, lightning, earthquake, enemy action, act of God or similar catastrophe, or (iii) by government restrictions in respect to materials or labor, Subcontractor shall be entitled to an extension of time to perform the Work which shall be equal to the time lost. Subcontractor expressly agrees not to make, and hereby waives, any claim for damages, including those resulting from increased labor or material costs, on account of any delay, obstruction or hindrance for any cause whatsoever, whether or not foreseeable and whether or not anticipated, including but not limited to the above-described causes, and agrees that the sole right and remedy therefor shall be an extension of time, provided the requisite condition as to written claim has been met, except to the extent that the Prime Contract entitles Burke to compensation for such delays, and then only to the extent of any amounts that Burke may, on behalf of Subcontractor, recover from the Owner for such disputes. Subcontractor agrees that any labor unrest, by reason of strikes, picketing, bannering, hand billing, and/or boycotts by any individual, group or organization directed at or in any way pertaining to Subcontractor, or because of disputes of any nature between Subcontractor and any individual, group or organization shall not constitute an “act of God or similar catastrophe” as used herein or a defense of commercial impracticability. (b) No allowance for an extension of time, for any of the causes identified in the above paragraph, shall be claimed by, or made to, Subcontractor unless Subcontractor shall have made written request upon Burke for such extension with forty-eight (48) hours after the cause of such extension occurred, or if the Prime Contract provides for a shorter period, within sufficient time to permit Burke to give notice to Owner within the time allowed by the Prime Contract for such notice. (c) No allowance of an extension of time shall be made to Subcontractor in the event of any of the following: (i) delay by Subcontractor in providing complete shop drawings or complete , compliant and accurate submittal packages; (ii) Subcontractor’s failure to submit in a timely fashion any critical requests for information that may cause delays in the progress of the Work; or (iii) Subcontractor’s delay in securing approvals required by the Architect/Engineer, governmental agencies or Burke in accordance with the specifications and requirements of the Project or any governmental agencies that could hinder the timely completion of the Project. Any delay caused to the Work Schedule due to any of the above entitles Burke to (i) receive from Subcontractor five hundred dollars ($500.00) per day for each calendar day of such delay and (ii) collect any costs resulting in delays in the Project requiring acceleration of other trades or general conditions related to the lost time and any damages as defined by the Prime Contract. (d) Except to the extent expressly provided to the contrary in NRS 624, Subcontractor shall have no right to terminate this Subcontract, or to directly or indirectly stop or delay the Work, or any part thereof, in any manner whatsoever. Subcontractor shall at all times proceed diligently with the completion of the Work in accordance with the Subcontract Documents despite the existence of any disputed amounts, alleged delays on the part of Burke or Owner, or pending the resolution of any requests for relief, claim, appeal, compensation or other legal or equitable action relating to this Subcontract. Section 8. Labor. (a) Subcontractor, in connection with the Work, shall comply with and be bound by any labor agreements executed by Burke or on Burke's behalf. Failure at any time to comply with any of the provisions of such agreements will, at the option of Burke, be cause for immediate termination of this Subcontract, for default, and Burke shall have all of the rights contained in Section 10 with regard to such termination. (b) If, in the sole judgment of Burke, Subcontractor (i) fails to supply a sufficient number of qualified supervisors or workers, or materials, supplies, equipment and tools; and/or or (ii) interferes with or disrupts, or threatens to interfere with or disrupt operations of Burke, Owner, or any other subcontractor, worker, supplier, vendor, or other person at any location where the Work is or will be performed, due to any labor unrest by reason of strikes, picketing, bannering, handbilling, and/or boycotts directed at or in any way pertaining to Subcontractor, or because of disputes of any nature between Subcontractor and any individual, group or organization, then any such event shall immediately and with no further action or notice constitute a default and breach by Subcontractor, and Burke may terminate the Subcontract for such default and proceed in accordance with Section 10. (c) Should there be any labor unrest by reason of strikes, picketing, bannering, handbilling, and/or boycotts by any individual, group or organization directed at or in any way pertaining to Subcontractor, or because of disputes of any nature between Subcontractor and any individual, group or organization, that interferes with or disrupts or threatens to interfere or disrupt operations of Burke, Owner, or any other subcontractor, worker, supplier, vendor or other person on any location where the Work is or will be performed, Subcontractor shall, upon request of Burke or Owner, undertake at Subcontractor’s own cost and expense any and all reasonable efforts to resolve or minimize such labor unrest, including but not limited to (i) working with Burke to ensure that Subcontractor’s supervisors, employees, vendors and suppliers properly utilize any established reserve gate system that may be instituted; (ii) providing security personnel acceptable to Burke or Owner at job sites where the Work is performed; (iii) providing transportation in and out of any job site where the Work is performed for Subcontractor’s workers, suppliers and

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vendors so as to minimize the chances of any physical or other altercations with third parties; (iv) scheduling the performance of Work to occur at times that would minimize the impact of any labor unrest regardless of whether overtime is incurred; (v) sharing all information relevant to any labor unrest to agents of Burke or Owner, law enforcement personnel, government agency personnel and/or courts of competent jurisdiction; and (vi) making Subcontractor’s supervisors and, to the extent allowed by law, employees available for interviews and the giving of testimony to agents of Burke or Owner, law enforcement personnel, government agency personnel and/or courts of competent jurisdiction. The failure to undertake such reasonable efforts shall constitute a default and breach by Subcontractor, and Burke may terminate the Subcontract for such default and proceed in accordance with Section 10. (d) On applicable contracts, Subcontractor agrees to comply with all of the attached “Required Contract Provisions” including the “Predetermined Minimum Wage Rates.” (e) Indemnify from Trust funds - Subcontractor shall indemnify and hold Burke harmless from and against any and all claims from trust funds established for the benefit of Subcontractor’s employees. Section 9. Approvals. All drawings of Subcontractor shall be submitted for approval of the Architect/Engineer through Burke, and all other communications between Subcontractor and the Architect/Engineer or Owner with respect to the Work shall be transmitted through Burke. Section 10. Contract Termination (1) Breach and Termination for Cause. Subcontractor shall be in material breach of this Subcontract if Subcontractor at any time (i) fails to control, maintain, and supervise all safety precautions and requirements related to the Work, (ii) fails to supply a sufficient number of properly skilled workers or fails to commence the Work when required, (iii) fails to supply materials or equipment of the proper or required quality and quantity or fails to make proper submittals and shop drawings as required by the Subcontract Documents, (iv) fails in any respect to prosecute the Work with promptness and diligence or fails to maintain the Work Schedule (v) fails to correct defective Work as provided in the Subcontract, (vi) interferes with the work of Burke or other contractors or subcontractors, (vii) fails in the performance of any of the covenants contained in the Subcontract Documents, (viii) fails to meet its Project debts and liabilities as they mature, (ix) fails to comply fully with the rules and regulations of the Project, (x) fails to comply with all applicable terms of the Subcontract Documents, including failure to provide and maintain insurance and bonds and failure to provide product warranties and guarantees, (xi) causes Burke to breach the terms of any of its agreements with Owner, or (xii) if a) Subcontractor shall be adjudicated bankrupt or insolvent, b) any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law or regulation, or any similar federal or state law or regulation, be filed by or against, consented to or acquiesced in by Subcontractor, c) any proceeding for the dissolution or liquidation of Subcontractor shall be instituted, or d) a receiver, liquidator or trustee shall be appointed for Subcontractor. In such event, Burke may serve Subcontractor with written notice of such breach of this Subcontract, and Subcontractor shall cure such breach within seventy-two (72) hours of receipt of such notice. If Subcontractor does not cure such breach within the time period allotted, Burke may, at its sole discretion, cure such breach for Subcontractor and back-charge Subcontractor for all such costs and expenses, plus fifteen percent (15%) of the costs and expenses for Burke’s overhead and profit. If Burke elects not to cure such breach for Subcontractor and Subcontractor has not cured such breach within seventy-two (72) hours from the time of receipt of such notice, Burke may terminate Subcontractor’s engagement under this Subcontract (“Termination for Cause”). Thereafter Burke may take possession of the Work and Subcontractor’s materials and equipment at the Project site and through itself or others provide the necessary labor, equipment and materials to prosecute and complete the Work on such terms and conditions as Burke shall deem necessary. Burke shall deduct the costs, including all charges, expenses (including its overhead and profit), losses, costs, damages and attorney fees incurred as a result of Subcontractor’s failure to perform from any money then due or later to become due to Subcontractor. In the event of a Termination for Cause, Subcontractor shall not be entitled to any further payments under this Subcontract until the Work has been completed and accepted by Burke and corresponding payment has been received by Burke. In the event Burke’s cost of completion of the Work, including all costs, expenses, overhead and profit, damages, and attorney fees attributable to such Termination for Cause, exceeds the unpaid balance of the Subcontract Price, Subcontractor shall pay the difference to Burke within ten (10) calendar days of receipt of written notice from Burke. In the event the unpaid balance of the Subcontract Price exceeds the costs to complete the Work, Burke shall pay the difference to Subcontractor after final completion of the Project pursuant to the terms of this Subcontract. Notwithstanding the foregoing, in the event a Termination for Cause is determined to be wrongful, such Termination for Cause shall automatically be converted into a “Termination for Convenience” (as discussed below). (2) Termination for Convenience. (a) Right to Terminate for Convenience. Burke shall have the right to terminate for convenience, at any time, with or without cause, Subcontractor’s performance of all or part of the Subcontract or the Work.. (b) Notice to Subcontractor. Burke shall provide Subcontractor with written notice of the termination two (2) calendar days in advance of the effective date of the termination. The two (2) day period shall begin to run upon receipt of the termination for convenience notice by Subcontractor. (c) Subcontractor’s Obligations. Upon receipt of the written notice of termination, Subcontractor shall (i) Stop all work if its performance of the entire Work has been terminated, or stop work on the part of the Work that has been terminated if its performance of only part of the Work has been terminated; (ii) Enter into no further sub-subcontracts or place any orders for supplies, materials, or facilities, except as necessary to complete any portion of the Work not terminated for convenience, (iii) Terminate all sub-subcontracts or orders to the extent related to the terminated Work; (iv) Transfer title and deliver to Burke any fabricated or unfabricated parts, work in progress, completed work, supplies, and other materials produced or acquired for the Subcontract or the Work terminated and the completed or partially completed plans, drawings, information, and other property that, if the Subcontract had been completed, Subcontractor would be required to furnish to Burke; (v) Complete non-terminated portions of the Work if Subcontractor’s performance of only a part of the Work has been terminated; (vi) Use its best efforts to sell, as directed by Burke, any materials of the types referred to in paragraph (c)(iv) above; provided, however, that Subcontractor is not required to extend credit to any purchaser of this material and may acquire the material under the conditions prescribed by, and at prices approved by, Burke. The proceeds from the sale of such material shall be applied to reduce any payments due from Burke under this Subcontract, and credited to the Subcontract Price, or paid in any other manner directed by Burke; (vii) Submit to Burke within sixty (60) days of the effective date of termination a written termination claim, along with all documentation required to support the claim; and (viii) Take any other action toward termination as directed by Burke. (d) Compensation. If the Prime Contract has not been terminated, Burke shall pay Subcontractor as follows:

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(i) The direct costs of the work performed by Subcontractor prior to termination; (ii) Overhead, general, and administrative expenses (including those for any sub-subcontracts) in an amount equal to (4%) of direct costs; and (iii) Five percent (5%) profit of the total of the amounts allowed in paragraphs (d) (i) and (d) (ii) above. If, however, it appears that Subcontractor would have sustained a loss on the entire Subcontract had it been completed, no profit shall be compensated by Burke, and the amounts paid for the termination shall be reduced by the indicated rate of loss. (e) Items Not Compensated. Subcontractor shall not be compensated for (i) Any accounting, legal, clerical, or other expenses incurred by Subcontractor in the preparation of Subcontractor’s termination claim; and (ii) Unabsorbed overhead and anticipated lost profits. (f) Permitted Deductions. Burke shall be entitled to deduct from any payment due Subcontractor (i) any advance payment it has made to Subcontractor for work not yet performed under the terms of the Subcontract and (ii) the amount of any claim that t Burke has against Subcontractor. (g) Consideration. If no Work has been performed by Subcontractor at the time of termination, Subcontractor shall be paid the sum of seventy-five dollars ($75.00) for its undertaking an obligation to perform. (h) Settlement and Release of Any and All Claims. The settlement of termination costs pursuant to this Section shall constitute a settlement and release of any and all claims, known and unknown by Subcontractor, arising prior to termination. Section 11. Indemnity & Insurance (Indemnity & Insurance requirements are set forth in Attachment 8 and are incorporated herein by this reference as a part of the Subcontract.) Section 12. Warranty/Guaranty Subcontractor warrants and guarantees that the Work, and all equipment, materials and workmanship incorporated therein, strictly comply with the Subcontract Documents, are of good and workmanlike quality, and shall be free from defects for the period of [one (1) year] or until Burke is released from liability to Owner for the Work, whichever is longer. Defective or nonconforming equipment, materials and/or workmanship shall, at Burke’s option and within forty-eight (48) hours of written notice to Subcontractor thereof, be promptly repaired or replaced by Subcontractor at Subcontractor’s expense. The cost to repair or replace any adjacent work or materials disturbed or damaged during, or as a result of, any such corrective work shall also be the responsibility of Subcontractor. In the event that Subcontractor fails, neglects, or refuses to correct any defective equipment, materials or workmanship within forty-eight (48) hours after written demand from Burke, Burke may cause such defective equipment, materials or workmanship to be repaired or replaced. Subcontractor shall immediately reimburse Burke for the cost of such repair or replacement. This warranty is cumulative and in addition to any other warranty required by law and any other remedy provided to Burke or Owner by this Subcontract. Section 13. Liens and Claims. Subcontractor shall, as and when requested, furnish evidence satisfactory to Burke and Owner that claims for labor and material furnished Subcontractor in connection with performance of this Subcontract have been paid, including claims for union health, welfare and pension fund payments and for payroll taxes. Such evidence shall be furnished in such form and manner as requested by Burke, and all statements relative thereto shall, if called for by Burke, be made by sworn affidavit. Subcontractor shall furnish to Burke releases of bond rights and lien rights by persons who have furnished labor, material or other things in the performance of this Subcontract, it being agreed that payment of money otherwise due Subcontractor need not be made by Burke until such releases are furnished. Subcontractor shall deliver the Work free from all claims, encumbrances or liens. Failure to deliver the Work free from all claims, liens and encumbrances shall result in Burke deducting an amount as deemed necessary from Subcontractor's payment applications to cover such claim, lien or encumbrance. Section 14. Possession Prior to Completion. Whenever it may be useful or necessary for Burke to do so, Burke shall be permitted to occupy and/or use any portion of the Work which has been either partially or fully completed by Subcontractor before final inspection and acceptance by Owner, but such use and/or occupation shall not relieve Subcontractor of its warranty and guarantee with respect to the Work, nor of its obligation to make good at its own expense any defect in materials and/or workmanship which may occur or develop prior to Burke's release from responsibility to Owner. Section 15. Other Contracts. It is understood and agreed that the Work constitutes only a part of the work being performed for Owner by Burke and other subcontractors. Subcontractor, therefore, agrees to perform the Work in such a manner that it will not injure, damage or delay any other work performed by Burke or any other subcontractor or supplier, and further agrees to pay or reimburse Burke for any additional costs, damage or delay that may be caused to such other work of Burke, other subcontractors or suppliers, by Subcontractor or by its agent or employees. Section 16. Independent Contractor. Subcontractor specifically agrees that it is now or prior to the start of the Work an independent Contractor. Section 17. Compliance with Law. Subcontractor agrees to fully comply with all federal, state and local laws, ordinances and regulations. Section 18. Safety. Subcontractor shall take all reasonable safety precautions pertaining to the Work and the conduct thereof. Without limiting the generality of the foregoing, Subcontractor shall comply with all applicable laws, ordinances, rules, regulations and orders issued by a public authority, whether federal, state, local or otherwise, including but not limited to the Federal Occupational Safety and Health Act, and, in addition, the safety measures called for by Burke. Subcontractor specifically agrees that violations of safety provisions as described above will result in fines and/or termination by Burke. Section 19. Protection of Work. Subcontractor specifically agrees that it is responsible for the protection of the Work until final completion and acceptance by Owner and that it will make good or replace, at no expense to Burke or Owner, any damage to the Work which occurs prior to final acceptance. Until such time as a certificate of occupancy is issued for the entire Project and the entirety of the Work has been finally accepted by Burke and by Owner, Subcontractor shall be responsible for any loss, damage or destruction of the Work from any cause, and shall repair, rebuild and make good such loss, damage or destruction at Subcontractor’s sole cost and expense. All materials, equipment, tools and supplies of Subcontractor, or any of its employees, agents, suppliers or subcontractors, which are stored at or around the Project, shall be stored at Subcontractor’s sole risk and peril. Subcontractor acknowledges that there will be no security guard service for this Project. Burke shall not be responsible for theft, vandalism, burglary, damage, and other losses to Subcontractor’s (and its employees') property and equipment at the jobsite at any time. Subcontractor shall plan for any additional security needs it may require. Section 20. Disputes. (a) In case of any dispute between Subcontractor and Burke, Subcontractor agrees to be bound to Burke to the same extent that Burke is bound to Owner both by the terms of the Prime Contract, and by any and all related decisions or determinations made under it. It is agreed that in the event the Prime Contract contains a provision, hereinafter called "Disputes" clause, whereby claims may be resolved under an administrative procedure or by arbitration, then as to any claims of Subcontractor for or on account of acts or omissions of Owner or its Architect/Engineer which are not disposed of by agreement, Burke agrees to present to Owner, in Burke's name, all of Subcontractor's claims for additional monetary compensation or time extension and to further invoke, on behalf of

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Subcontractor, those provisions in the Prime Contract for determining disputes. Burke shall have the option to present such claims on Subcontractor's behalf, in advance of and even without Subcontractor's written request. Subcontractor shall have full responsibility for preparation and presentation of such claims and shall bear all related expenses, including attorney fees. Subcontractor agrees to be bound by the procedure and final determinations as specified in any such Disputes clause, and agrees that it will not take, or will suspend, any other action or actions with respect to any such claims and will pursue no related independent litigation , pending final determination under such Disputes clause. Subcontractor shall not be entitled to receive any greater amount from Burke than Burke is entitled to and actually does receive from Owner on account of the Work, less any markups or costs incurred by Burke and to which Burke is otherwise entitled, and Subcontractor agrees that it will accept such amount, if any, received by Burke from Owner as full satisfaction and discharge of all claims for or on account of acts or omissions of Owner or its Architect/Engineer. Subcontractor understands that it is agreeing to binding arbitration if binding arbitration is required by the Prime Contract and that Subcontractor is therefore waiving substantial rights under Nevada law including the right to a jury trial. __________ Initial (b) Subcontractor shall be bound by Burke's determination, made in good faith, as to apportionment of any amounts received from Owner for claimants, including Burke and other subcontractors whose work is affected by any act or omission of Owner or its Architect/Engineer. (c) Should a dispute arise between the Parties, or between Subcontractor and other subcontractors or suppliers, but not Owner or its Architect/Engineer, as to the proper interpretation of this Subcontract, or work or material performed or furnished under it, such dispute shall be decided by Burke, whose decision shall be final and conclusive. (d) Subcontractor shall proceed diligently with the Work, pending final determination pursuant to any Disputes clause or pursuant to any other action taken with respect to a claim or claims. (e) Subcontractor shall not have any right to stop work or terminate this Subcontract except as provided in this Section. (i) Conditions Giving Rise to Subcontractor’s Right to Stop Work - Before Subcontractor may have a right to stop work under this Subcontract, one of the following “triggers” must be met: a) Burke must be in default of this Subcontract by failing to pay Subcontractor within ten (10) days after Burke has received payment from Owner for Work that was properly performed and billed by Subcontractor and for which Subcontractor has completed all requirements that entitle it to receive such payment. b) Subcontractor remains unpaid for any undisputed Subcontract amounts more than one hundred twenty (120) days after the end of the billing period (excluding unexecuted change orders). (ii) Subcontractor shall not have the right to stop work for payments not yet made because of change orders that have not yet been executed or any amounts in dispute. All such issues shall be resolved as provided elsewhere in this Subcontract. (iii) Notice Required - If Subcontractor wishes to exercise its right to stop work it shall give seven (7) days’ written notice to Burke citing the condition giving rise to the stop work right and allowing Burke the ability to cure such conditions. (iv) Stop Work Effective Date - If Burke has not cured the noticed condition within the seven (7)-day period or given a valid written reason why Subcontractor’s claim is invalid then Subcontractor shall have the right to stop work until such noticed conditions are cured. In the case where Burke orders the Subcontractor to stop work the effective date shall be as stated in the order. (v) Restarting Work - As soon as Burke makes payment to Subcontractor, Subcontractor shall recommence work within forty-eight (48) hours of written notification. (f) Right of Setoff. To the extent permitted by applicable law, Burke reserves the right to set off all of Subcontractor’s subcontracts with Burke. Subcontractor authorizes Burke, to the extent permitted by applicable law, to charge or set off all sums owing on the indebtedness under the Subcontract against any and all such subcontracts. Section 21. Attorney Fees. In the event either Party institutes suit in a court of law against the other Party, or against the surety of such Party, in connection with any dispute or matter arising under this Subcontract, the prevailing Party shall be entitled to recover reasonable attorney fees in addition to any other relief granted by the court. Section 22. Taxes. Subcontractor shall pay all taxes, licenses and fees of every nature which may be imposed or charged by any governmental authority upon the labor, material or other things used in the performance of the Work or upon the transaction between Burke and Subcontractor. Section 23. Burke's Equipment. In the event that Subcontractor, by rental, loan or otherwise, makes use of any of Burke's equipment, scaffolding or other appliances, Subcontractor agrees to accept such "as is" and that such use shall be at the sole risk of Subcontractor, and Subcontractor agrees to hold harmless and indemnify Burke against all claims of every nature arising from its use. Section 24. Furnished Material. In the event that Burke or Owner, or their suppliers or subcontractors, elect to furnish material to Subcontractor for use in connection with this Subcontract, then the cost of handling, storing and installation of such material shall be considered to be included in the Subcontract Price. Subcontractor shall be and become responsible for all such materials upon delivery to it, whether delivered F.O.B. point of origin or F.O.B. job-site (except that any transportation charges paid by Subcontractor in the event of delivery F.O.B. port of origin, shall be reimbursed to Subcontractor) and shall pay all demurrage and storage charges which accrue after delivery. Furnished material lost or damaged after delivery, from any cause whatsoever, shall be replaced by or at the expense of Subcontractor. Subcontractor shall, within forty-eight (48) hours after delivery of furnished material, inspect it and immediately report, in writing, to Burke any shortages, damages or defects that are reasonably observable by proper inspection. Failure to inspect and report as specified shall be treated as unqualified acceptance by Subcontractor of such material. Section 25. Equal Opportunity. If the Prime Contract contains any provision that prohibits discrimination on the basis of race, color, religion, sex or national origin, hereinafter referred to as “Equal Opportunity,” or if any law, regulation or order is applicable to this Subcontract, then Subcontractor hereby agrees to comply with such provision, law, regulation or order. In the event that any such provision, law, regulation or order requires the physical attachment of specific wording to this Subcontract, then such attachments shall be furnished by Burke and shall be considered a part of this Subcontract or shall be physically attached, as called for by Burke. Section 26. Architect/Engineer. The words "Architect/Engineer" refer to the person(s) appointed by Owner to supervise the work of Burke on behalf of Owner. Section 27. Assignment. Subcontractor shall not, in whole or in part, assign or sublet this Subcontract or its proceeds or any of Subcontractor’s contractual rights or obligations under this Subcontract without the prior written consent of Burke, which consent may be withheld for any reason. Any such purported assignment without the prior written consent of Burke shall be void and of no force or effect. By executing this Subcontract, Subcontractor contingently assigns to Burke all of Subcontractor’s subcontracts for the Project. The assignment of each of Subcontractor’s subcontracts shall take effect only upon Burke’s

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termination of this Subcontract and Burke’s affirmative acceptance of the assignment of any such subcontracts by written notice to Subcontractor and those selected lower-tiered subcontractors. Burke shall have no liability to Subcontractor’s lower-tiered subcontractors unless and until Burke affirmatively accepts the assignment of any such lower-tiered subcontracts. Section 28. General Provisions. Subcontractor acknowledges and agrees as follows: (i) it has read the contents of this Subcontract and it has had the opportunity to obtain the advice of legal counsel of its choice, and it has full comprehension of the provisions of this Subcontract and is in full agreement with each and every one of its terms, conditions and provisions (ii) ambiguities, if any, are to be resolved in the same manner if this instrument been jointly conceived and drafted, (iii) this Subcontract contains the full and complete understanding and agreement of the Parties about its subject matter and supersedes all prior understandings and agreements, whether oral or written, (iv) if any term, provision, or condition of the Subcontract is held to be invalid, void, or unenforceable by a court of competent jurisdiction, then the remaining provisions shall continue in full force and effect, (v) Subcontractor’s Authorized Representative (defined on Page 1 of this Subcontract) will be available during normal business hours until the completion of the Work to act and commit for and on behalf of Subcontractor, (vi) no cancellation, modification, amendment, deletion, addition or other change in or to this Subcontract or waiver of any of its rights or remedies shall be effective against Burke for any purpose unless specifically set forth in a writing signed by Burke, (vii) no waiver of any right or remedy by a Party for any occurrence or event on one occasion shall be deemed a waiver of such right or remedy for such occurrence or event on any other occasion, (viii) payment by, tentative approval of, or use or acceptance by Owner, a higher-tiered contractor or subcontractor, and/or Burke shall not constitute a final acceptance of the Work and shall not release Subcontractor from any of its obligations, (ix) nothing contained in the Subcontract shall give any of Subcontractor’s lower-tiered subcontractors or suppliers a direct cause of action against Owner, , a higher-tiered contractor or subcontractor, or Burke, nor shall anything in this Subcontract make any of Subcontractor’s lower-tiered subcontractors or suppliers a third-party beneficiary of this Subcontract, (x) to the extent any of the obligations of Subcontractor under this Subcontract are inconsistent with any rights or protections provided by applicable laws, whether or not such laws be in effect as of the date of this Subcontract, Subcontractor hereby expressly waives its rights under such laws to the fullest extent permitted, provided such laws do not expressly prohibit such waiver, (xi) all obligations arising prior to the termination of the Subcontract and all provisions of the Subcontract allocating responsibility or liability between Subcontractor and Burke shall survive the completion of the Work, and (xii) this Subcontract shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the Parties. Section 29. Specific Provisions. Any reference herein or attachments hereto of specific provisions of the Prime Contract is for the purposes of emphasis and convenience in describing the obligations assumed by Subcontractor, or to comply with applicable laws or regulations. Such reference or attachment shall not be deemed to limit the obligations of Subcontractor to perform all Work and to furnish all material as called for by the entire Subcontract. Section 30. Prior Understanding or Representations. Burke assumes no responsibility for any understanding or representations made by any of its officers or agents prior to the execution of this Subcontract, unless such understanding or representations by Burke are expressly stated in the Subcontract. There is no consent (implied or otherwise) by Burke to accept any terms, conditions and/or representations presented via Subcontractor‘s proposal, if any. The only terms, conditions and/or representations deemed binding shall be those expressly stated in this fully executed Subcontract. Section 31. OSHA. The obligations of Subcontractor shall include any claims arising out of any violations, or any violation of the William Steiger Occupational Safety and Health Act of 1970 and Rules and Regulations promulgated thereunder. Section 32. Time. Time is of the essence of this Subcontract. It shall be Subcontractor's obligation to perform in accordance with the Work Schedule, subject to Burke's modification and Section 6 of this Subcontract - Prosecution of Work. It is expressly understood that Subcontractor is aware that the Work Schedule is and will be continuous and changing, depending upon current field conditions, and that Subcontractor expressly warrants that it will properly man the Project as dictated by Burke to accommodate the Work Schedule. Subcontractor is also aware that the Work Schedule will be updated by either Burke's office and/or field personnel and will at times be done both verbally and in written form. Section 33. Captions. The captions at the beginning of each Section of this Subcontract are for convenience only and are to be given no weight in construing the provisions of this Subcontract. Section 34. Communication: Subcontractor is expressly prohibited from making contact through either verbal or written communication with Owner, the Architect/Engineer or their respective representatives. Should Owner, the Architect/Engineer, or their respective representatives contact Subcontractor, Subcontractor will immediately inform Owner, the Architect/Engineer, or their respective representatives of this specific clause in this Subcontract and cease any further communication at that point in time. Subcontractor shall then immediately inform Burke of such event. Strict adherence to this clause is mandatory, and failure to abide by these provisions will result in immediate termination of this Subcontract. Section 35. Return of Subcontract. Failure to execute and return this Subcontract within five (5) calendar days from date of the Subcontract will result in Subcontractor proceeding with the Work at Subcontractor’s own risk, but under the express terms of this Subcontract. Subcontractor will be due no payments for Work completed until this Subcontract has been executed by both Parties as it is originally drafted. Section 36.Compliance with the Requirements of Assembly Bill 574 of the 2011 Nevada Legislative Session. If, the Project is a public works sponsored or financed by a public body in the State of Nevada, and Burke was given a preference in bidding for the Project pursuant to NRS 338.1389 and/or NRS 338.147, then Subcontractor understands, acknowledges, represents, covenants and agrees that (i) Subcontractor and each of its subcontractors and suppliers of every tier (collectively, “Subcontractor Parties”) will comply with the requirements of paragraphs (a) to (e) of subsection 1 of Assembly Bill 574 of the 2011 Nevada Legislative Session (the “Residency Requirements”), (ii) Subcontractor shall require, by contract or written agreement, that all of the Subcontractor Parties comply with the Residency Requirements, (iii) should any of the Subcontractor Parties fail to comply with the Residency Requirements, then such party shall a) be in material breach of the contract or agreement that it entered into, and b) such party shall be liable to the public body for liquidated damages in the amount of 1 percent of the price or amount of the subcontract or agreement that it entered into, (iv) the Subcontractor Parties shall maintain and make available for inspection within Nevada his/her/its records relating to payroll for the Project, and (v) in the event liquidated damages are assessed against Burke in favor of the Owner arising from or relating to a material breach of this Subcontract by any of the Subcontractor Parties, then Subcontractor shall indemnify, defend and hold harmless Burke from or against any such liquidated damages, together with any and all other related costs, fees, fines or damages, to the extent that they are in whole or in part attributable to any act or omission, including without limitation, any breach of the Residency Requirements.