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Subcontractor Pre-Qualification Form

About This Form

This form supplies R.D. Olson Construction with your company information

(Contacts, Phone Numbers, Licenses, Scopes of Work, etc.).

Filling this form out accurately and as completely as possible is essential, as this

information is entered into our subcontractor database, which is also our

Bidder’s List.

Please feel free to supply more information about your company or add more

company contacts on additional pages.

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Sign Here

General Insurance Requirements

About The Following Pages

These are samples of various additional insured endorsements that fulfill our

general insurance requirements.

These are not the only additional insured endorsements we will accept but just a

sample of what we are requiring.

A sample Acord insurance certificate form is included.

Instructions

Please do not send insurance at this time.

Please keep these pages for your future reference. We do not require

these pages to be returned to us.

Please verify that you can fulfill R.D. Olson’s general insurance

requirements before returning your Pre-Qualification Package.

Exhibit F

Subcontractor Insurance Requirements

For ABC123 Project

R.D. Olson Construction Job Number: 012345

The Certificate Holders For This Project Are:

R.D. Olson Construction, Inc.

2955 Main Street, 3rd Floor

Irvine, CA 92614

ABC Owner Corp.

123 Broadway, 10th Floor

NY, NY 10003

ABC Developer


NY, NY 10003

ABC Lender Company


NY, NY 10003

ABC Architect Company


NY, NY 10003

Please supply each Certificate Holder a Certificate of Insurance showing evidence(s) of:

Commercial General Liability Professional Liability Workers’ Compensation

Pollution Liability Automobile Liability

Umbrella/Excess Liability

Each Certificate Holder must have their own separate certificate issued to them.

The Additional Insureds For This Project Are:

R.D. Olson Construction, Inc. ABC Owner Corp. 123 Lender Company

ABC Lender Company ABC Architect Company

ABC Developer

Please supply Additional Insured Endorsements for:

Commercial General Liability Umbrella/Excess Liability Automobile Liability

Pollution Liability

Please supply Waiver of Subrogation Endorsements for:

Commercial General Liability Workers’ Compensation

If this project requires that multiple Certificate Holders be named, please give R.D. Olson Construction a copy

of the certificates provided to the other Certificate Holders.

Project name and the project address must be listed on each certificate.

If Subcontractors are hired by you (Sub-Subcontractors, aka a sub-tier) to perform any portion of the Work on

the project listed above you must ensure they purchase, obtain and maintain the insurance listed in this Exhibit

F prior to commencing any portion of their Work. Please provide a copy of these insurance documents to R.D.

Olson Construction.

All policies must contain an endorsement giving thirty (30) days notice of cancellation to the Additional

Insured in event of cancellation, non-renewal, or material reduction in coverage. If your insurance company

does not issue a certificate of insurance with the thirty (30) day notice of cancellation, please attach the

Cancellation Endorsement for all required coverages applicable to the project.

Contractors shall purchase and maintain the required insurance with companies having an A.M. Best Rating of

AVII (Article 7) or better, or from an insurer acceptable to R.D. Olson.

Subcontractor waives all rights against R.D. Olson Construction and its agents, officers, directors and

employees for recovery of damages to the extent these damages are covered by insurance.

*Coverage required hereunder will be maintained for a minimum of five years following project completion.

Please email or fax Certificates of Insurance to the Project Administrator.

Email: @rdolson.com

Direct Fax: 949-623-6__________

Exhibit F


8/9/2013 Page 2 of 3

Commercial General Liability

The minimum limits are:

$1,000,000 each occurrence;

$2,000,000 general aggregate per project;

$1,000,000 products/completed operations aggregate;

Comprehensive or Commercial Form General Liability Insurance on an occurrence basis.

Commercial General Liability Additional Insured Endorsement

Form(s) must include:

Products/Completed Operations wording.

Primary/Non-Contributory wording that applies to Completed Operations as well as during construction.

General Liability Insurance, equivalent to ISO Occurrence Form that is primary for all occurrences at the

Site.

Commercial General Liability Waiver of Subrogation Endorsement

“Blanket wording” is also acceptable in lieu of listing each Additional Insured.

Please remember to list the project name on the Waiver.

Contractor’s Pollution Liability

The minimum limit:

$1,000,000 each occurrence and in the aggregate

If your General Liability policy excludes mold, a minimum limit of $1,000,000 is required via a Contractor's

Pollution Liability policy, with no exclusion for mold or EIFS. Policy form must be on an occurrence, not

claims made basis.

Contractor’s Pollution Liability Additional Insured Endorsement

Form(s) must include, Coverage for liability arising out of the Covered Operations performed by or on

behalf of subcontractor.

Please include a copy of your Contractor’s Pollution Liability Policy’s Declarations Page.

Commercial Umbrella / Excess Liability

The minimum limit:

$1,000,000 each occurrence and in the aggregate

Umbrella limits must be at least $1,000,000 and sit over the General Liability, Auto Liability and Employer’s

Liability coverages.

Umbrella coverage must include as insureds all entities that are additional insureds on the Commercial

General Liability policy.

Umbrella coverage for such additional insureds shall apply as primary before any other insurance or self-

insurance, including any deductible, maintained by, or provided to, the additional insured other than the

Commercial General Liability, Auto Liability and Employer’s Liability coverages maintained by the

Subcontractor.

Exhibit F


8/9/2013 Page 3 of 3

Professional Liability (a.k.a. Errors and Omissions, E & O)

The minimum limit:

$1,000,000 each claim and all claims

This requirement applies to all architects, engineers, surveyors, subcontractors of all tiers (i.e. Fire Protection

Subcontractors) performing design-build services as well as any other paid consultants.

Automobile Liability

The minimum limits:

$1,000,000 combined single limit-bodily injury and property damage each occurrence.

Must include Owned, Non-Owned and Hired Autos OR “Any Autos” (symbol 1) wording.

Automobile Liability Additional Insured Endorsement

“Blanket wording” is also acceptable in lieu of listing each Additional Insured.


Workers’ Compensation

The minimum limits:

Coverage A, California statutory limits

Coverage B, Employer’s Liability

o bodily injury by accident - $1,000,000 each accident;

o bodily injury by disease - $1,000,000 policy limit;

o and bodily injury by disease - $1,000,000 each employee.

Workers’ Compensation Waiver of Subrogation Endorsement

“Blanket wording” is also acceptable in lieu of listing each of the Additional Insured.


Why is Contractors’ Pollution Liability (CPL) Required?

What is Contractors’ Pollution Liability (CPL)? A Contractors’ Pollution Liability (CPL) policy pays for third party bodily injury and property damage claims as well as for remediation costs to clean up after a covered pollution event. The CPL policy is designed to prevent gaps in coverage due to pollution-related exclusions on standard commercial general liability programs. Why is it required? This coverage is needed to satisfy contractual requirements. Project owners require that R.D. Olson and all subcontractors on the project provide coverage for pollution losses arising out of contracting activities. What are some examples of a “pollution event”?

• Water intrusion (resulting from improperly installed windows and doors or defective construction of the

building envelope) leads to the growth of “toxic” mold.

• “Toxic” mold exposure, caused by water entering a building’s basement or substructure due to improper

grading or excavation during site preparation.

• Generation of dust containing multiple hazards (e.g., asbestos, PCBs, silica), during demolition activities.

• Impacting existing utility lines such as gas, fuel, leading to product discharge into the soil and or groundwater.

• Heating, ventilation, air conditioning (HVAC) construction errors causing release of airborne bacteria, mold or

carbon monoxide build-up, in addition to mold resulting from water intrusion or moisture encapsulation.

• Paint waste enters storm drains from runoff or improper disposal, carrying untreated pollutants into streams

and rivers, and exposing the contractor to civil and criminal penalties for the contamination of waters.

• Fumes, emissions and spills from chemicals (volatile organic compounds) applied during construction

(finishers, sealants, curing compounds, floor coatings, roofing adhesives, etc.), resulting in respiratory

hazards.

What contracting operations are most likely to give rise to pollution losses? All contracting activity has the potential for triggering a pollution incident; however the following trades are considered higher risk:

•HVAC

•Plumbers

•Painters

•Drywall Installation

•Demolition & Blasters

•Insulation

•Roofers

•Landscape Contractors

•Exterior envelope trades (framing, curtain wall, storefront, skylights,

plaster/EIFS, precast concrete)

•Exterior Windows/Doors

•Waterproofing

•Fire Sprinklers

•Concrete (building foundation & site)

•Water/sewer/excavation/underground utilities/site prep

•Flooring/Carpet/Tile/anything with adhesive products

Isn’t this covered by my Commercial General Liability (CGL) policy? Most CGL policies contain broad pollution

exclusions that eliminate coverage for the majority of pollution exposures.

What if my insurance agent tells me that I don’t have any pollution exposures? Virtually any contaminant can trigger a pollution exclusion in the CGL, depending on the case law in individual states. If your trade is listed above, R.D. Olson requires that you provide pollution coverage. Why is R.D. Olson Construction the only General Contractor requiring this coverage? While less sophisticated contractors may be comfortable relying on their subcontractors to pay for defense costs, damages and fines associated with pollution claims, R.D. Olson adheres to its owners’ requirements as do the majority of contractors of our capacity and grade. This is an industry trend that will not be going away. If you are serious about your trade and want to work with top-notch GC’s your most cost effective course of action will be to incorporate pollution coverage in your book of policies.

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/Fireproofing

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& Masonry

General Terms and Conditions

About This Document

This document is not a contract.

It is required to be on file with R.D. Olson Construction for your company to be

eligible to bid and before any work is awarded.

Any modifications made by you are subject to approval by the reviewing

Project Executive.

Once this document is on file with R.D. Olson Construction, it is current for five

years from your signing date.

After five years, the GC’s are considered “expired” and before any further work

can be issued to your company, another set must be signed.

Instructions

• Once you have reviewed, initialed and signed pages 1 - 14, please return all

14 pages (either by mail, fax or email) to:

R.D. Olson Construction, Inc.

Attention: Tiffany Gill

2955 Main Street, 3rd Floor

Irvine, CA 92614

Fax: 949.623.6705

Email: [email protected]

• This document will be considered incomplete if all pages are not initialed and

the signature block on page 14 is not completed.

• Copy(s) of your company’s fully executed General Terms and Conditions will

be available upon request.

mailto:[email protected]

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1 - 13,

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05.08.17 Subcontractor’s Initials __________

Contractor’s Initials __________

GENERAL TERMS AND CONDITIONS Of The Subcontract Agreement Between

Contractor and Subcontractor Continuing Obligation Form (GC 101)

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES. THEREFORE, SUBCONTRACTOR SHOULD CONSULT WITH AN ATTORNEY OF ITS CHOICE PRIOR TO ITS EXECUTION.

ARTICLE 1

CONTRACT DOCUMENTS 1.1 Subcontractor agrees and understands that these general terms and conditions impose a continuing obligation upon Subcontractor for all work performed by Subcontractor for Contractor after the date hereof and that Subcontractor shall be bound to these general terms and conditions in their entirety for all current and future contracts between Subcontractor and Contractor, including any instances where Subcontractor may perform work for Contractor without a written contract. Subcontractor acknowledges that it has been physically furnished a copy of these general terms and conditions and that Contractor shall have no obligation to supply Subcontractor with additional copies of these general terms and conditions for any current and future contracts between Contractor and Subcontractor or for any work performed by Subcontractor for Contractor if there is no written contract. In the event that Subcontractor wishes to obtain an additional copy of these general terms and conditions, Subcontractor must provide Contractor with a written request for an additional copy. 1.2 The Contract Documents consist of the Subcontract Agreement (“Subcontract”) between Contractor and Subcontractor and all exhibits and attachments thereto, these general terms and conditions and, exclusive of any reference to compensation amounts that may be contained therein, the Agreement between Owner and Contractor (“Prime Contract”) referenced in the Subcontract, the conditions of the Prime Contract (general, supplementary and all other conditions), the plans, the specifications, all addenda issued prior to and all modifications issued after the execution of the Prime Contract and agreed upon by the Contractor and Subcontractor. Subcontractor acknowledges that all such Prime Contract documents have been made available to it and confirms that it has examined all such documents prior to the execution of the Subcontract. All of the Contract Documents referenced in this Section 1.2, and each of them, form the Subcontract and are as fully a part of the Subcontract as if attached thereto or fully repeated therein. 1.3 The Contract Documents are complimentary, and what is called for in any one shall be as binding as if called for in all. Subcontractor acknowledges and agrees that the intent of the Contract Documents is to include all labor, services, equipment and/or materials necessary for the proper execution and completion of Subcontractor’s Work under the Subcontract. Subcontractor further acknowledges that it has carefully examined the site of the Project and all of the Contract Documents for the Project and based thereon, Subcontractor represents that the Contract Documents are complete and sufficient to allow coordination regarding all aspects of Subcontractor’s Work and that the Subcontract Sum includes all work necessary to complete Subcontractor’s Work regarding the Project. Subcontractor represents and warrants that it enters into the Subcontract on the basis of its own examination, investigation, and evaluation of the site of the Project and the Contract Documents and not in reliance on any opinions or representations of Contractor, or any of its officers, agents or employees. 1.4 Subcontractor acknowledges that copies of all of the Contract Documents applicable to Subcontractor’s Work under the Subcontract have been made available to or furnished to Subcontractor upon its request and Subcontractor acknowledges receipt of same. Subcontractor also acknowledges that it is solely responsible to have reviewed and understood all aspects of the plans, specifications and any other Contract Documents that form the Subcontract and knowingly accepts and assumes all risks arising from its failure to have reviewed any aspect of the Contract Documents.

ARTICLE 2 THE WORK

2.1 Subcontractor shall perform the entire scope of its Work in a good and workmanlike manner and in strict conformance with the Contract Documents and Contractor’s construction schedule. Subcontractor’s Work shall include all labor, services, equipment and/or materials that may be reasonably inferred from the Contract Documents or from prevailing custom or trade usage as being necessary and required to produce the intended result which is functional and may be used by Owner and/or Contractor for its intended use and purpose. 2.2 Subcontractor promises to use its best efforts in the performance of its obligations under the Subcontract in all respects and its failure to do so in any material respect shall constitute a breach of the Subcontract. 2.3 Subcontractor represents and warrants to Contractor that it has the necessary level of skill, education, experience and expertise to perform the entire scope of its Work under the Subcontract, and maintains all necessary licenses, permits or other qualifications necessary to perform same. Subcontractor acknowledges that Contractor enters into the Subcontract in reliance on such representation and warranty.

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05.08.17 Subcontractor’s Initials __________ Contractor’s Initials __________

ARTICLE 3 TIME OF COMMENCEMENT AND

SUBSTANTIAL COMPLETION 3.1 Subcontractor’s Work shall be commenced and performed diligently, shall be subject to authorized adjustments, and shall be completed in accordance with the Contract Documents, and Contractor’s construction schedule. 3.2 Time is of the essence regarding Subcontractor’s performance of its obligations under the Contract Documents, and Subcontractor agrees to reimburse Contractor for any and all liquidated or actual damages that may be assessed by Owner against Contractor which are attributable to or caused by Subcontractor's failure to perform the Work required by this Subcontract within the time fixed or in the manner provided for herein. Subcontractor also agrees to pay to Contractor any increased costs or other damages Contractor may sustain by reason of delay by Subcontractor, whether or not liquidated or actual damages are assessed by Owner. The payment of such damages shall not release Subcontractor from its obligation to otherwise fully perform this Subcontract. Upon written request by Contractor, Subcontractor shall furnish to Contractor such evidence as Contractor may require relating to Subcontractor's ability to fully perform this Subcontract in the manner and within the time specified herein. 3.3 Subcontractor will not be entitled to any extension of time regarding the performance of its obligations under the Contract Documents, unless Subcontractor has made a claim for such extension in strict accordance with Section 9.10 of these general terms and conditions and Contractor has given its written consent to the requested extension.

ARTICLE 4 PAYMENTS TO THE SUBCONTRACTOR

4.1.1 Contractor shall pay Subcontractor the Subcontract Sum as shown under Article 3 of the Subcontract in current funds for the performance of Subcontractor’s Work, subject to additions and deductions authorized pursuant to Section 9.9, hereof. 4.1.2 Subcontractor understands and agrees that no sums are earned by Subcontractor under the Subcontract, until following timely and proper performance by Subcontractor. 4.1.3 Subcontractor further acknowledges and agrees that Contractor’s obligation to pay Subcontractor for its Work under the Subcontract does not arise unless and until the first of the following conditions occur: (1) Contractor’s receipt of payment from Owner for Work performed by Subcontractor pursuant to the Subcontract; or (2) the expiration of a six (6) month period of time after Subcontractor’s full and proper completion of its Work under the Subcontract. Subcontractor acknowledges and agrees that the time period for such deferral is reasonable. In the event that the statute of limitations for filing an action to foreclose a mechanics’ lien is set to expire during the deferral period, Subcontractor may act in any manner necessary to protect its lien rights; provided, however, that Subcontractor agrees that it will not file any action to perfect its lien rights prior to the date that “completion” (as defined in Section 3086 of the California Civil Code or by the statutory or case law of the state in which the Project is located) of the Project has been achieved. 4.1.4 Unless otherwise provided herein, Contractor shall pay Subcontractor each progress payment and the final payment under the Subcontract within ten (10) days after Contractor receives payment from the Owner. The amount of each progress payment to Subcontractor shall be the amount to which Subcontractor is entitled, based on the percentage of completion allowed to Contractor for Subcontractor’s Work, applied to the Subcontract Sum, less the percentage retained, if any, from payments to Contractor on account of Subcontractor’s Work, plus, to the extent permitted by the Contract Documents, the amount allowed for materials and equipment suitably stored by Subcontractor, less the aggregate of previous payments to Subcontractor. 4.1.5 Subcontractor acknowledges and agrees that Contractor, in its sole and exclusive discretion, may pay any lower tier subcontractor or supplier of Subcontractor directly and any sums so paid shall be subtracted from the balance due to Subcontractor under the Subcontract. 4.1.6 Contractor may, at any time, require Subcontractor to submit, together with any payment request to Contractor from Subcontractor, a written representation, signed under penalty of perjury by an authorized officer or principal owner of Subcontractor, indicating that all of its lower tier subcontractors and suppliers have been timely paid according to ordinary business terms, and that no invoices have been outstanding for more the thirty (30) days, except for any specific invoices identified by Subcontractor. 4.1.7 Subcontractor acknowledges and agrees that any sums paid to Subcontractor for Work performed by it under the Subcontract, whether by single party check to Subcontractor, single party check to Subcontractor’s lower tier subcontractors and suppliers, or by joint party check to Subcontractor and its lower tier subcontractors and suppliers, is paid to Subcontractor, to be held in trust by it for the benefit of its lower tier subcontractors and suppliers, and to ensure payment to all lower tier subcontractors and suppliers of Subcontractor for the Work under this Subcontract. 4.1.8 In the event of one or more defaults under the Subcontract by Subcontractor, Contractor shall have the right to increase the retention amount to any greater sum than originally fixed in the Subcontract, which Contractor feels, in its sole and exclusive discretion, is necessary to protect Owner, Contractor and any lower tier subcontractors and suppliers of Subcontractor. 4.1.9 Subcontractor acknowledges and agrees that Contractor shall have the right to setoff and withhold from any payments that might otherwise be due to Subcontractor, an amount that is equal to, in Contractor’s good faith estimation, the amount necessary to reimburse Contractor for any damages, including Contractor’s attorneys’ fees and costs resulting from Subcontractor’s failure to

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perform its obligations under this Subcontract or any other subcontract between Contractor and Subcontractor. For example and without limitation, Contractor may, in addition to the retention amount, withhold from any payment to be made to Subcontractor: (i) the amount of any costs and expenses, including Contractor’s attorneys’ fees and costs, attributable to any aspect of Subcontractor’s Work that has not been fully and properly performed, (ii) the amount necessary to satisfy any liens recorded by any of Subcontractor’s lower tier subcontractors and/or suppliers in connection with the project that is the subject of the Subcontract, or to pay any invoice of any such lower tier subcontractor and/or supplier for which payment is due. 4.1.10 Subcontractor shall submit its applications for payment to Contractor within the timeframe and in the manner specified in Article 4.2 hereof to enable the Contractor to apply for payment. 4.1.11 If payments are made on the valuation of work completed, Subcontractor shall, before the first application, submit to Contractor a schedule of values consisting of the various parts of Subcontractor’s Work aggregating the Subcontract Sum, made out in such detail as Subcontractor and Contractor may agree upon or as required by Owner, and supported by such evidence as to its correctness as the Contractor may direct. This schedule of values, when approved by the Contractor, shall be used as the basis for Subcontractor’s applications for payment, unless it is found to be in error. In applying for payment, Subcontractor shall submit its invoice based upon this schedule of values. 4.1.12 If payments are made on account of materials and/or equipment not incorporated in Subcontractor’s Work, but delivered and suitably stored at the site or at some other location agreed upon in writing, such payments shall be in accordance with the terms and conditions of the Contract Documents and conditioned on delivery by Subcontractor to Contractor of proof that such materials and/or equipment are fully covered by Subcontractor’s insurance against any peril. 4.1.13 Subcontractor’s acceptance of any payment made under the Subcontract shall constitute a full and complete release by Subcontractor of any and all claims, demands and causes of action against Contractor and/or Owner for payment for services rendered which Subcontractor, its successors or assigns, or anyone claiming under Subcontractor, has or may have against Contractor and/or Owner under this Subcontract as to that portion or phase of Subcontractor’s Work to which such payment relates. 4.2 PROGRESS PAYMENTS 4.2.1 Unless otherwise provided herein, Contractor shall pay Subcontractor by virtue of monthly payments in accordance with these general terms and conditions. 4.2.2 Contractor shall make no payment to Subcontractor unless and until Subcontractor has provided Contractor with the fully executed originals of the Subcontract, including these general terms and conditions (GC 101), Subcontractor’s W-9 form, a copy of Subcontractor’s state contractor’s license, all bonds (e.g., performance and/or payment bonds) required under the Contract Documents and proof satisfactory to Contractor that Subcontractor has obtained all of the insurance required under Article 7, hereof. 4.2.3 Subcontractor’s applications for monthly progress payments shall be in writing and in accordance with these general terms and conditions, shall state the estimated percentage of Subcontractor’s Work that has been properly completed and accepted by Contractor and shall be submitted to Contractor on or before the twenty-fifth (25th) day of each month, or as agreed upon in the Prime Contract. Upon Contractor’s approval thereof, Subcontractor’s application for progress payment will be included in Contractor’s application for monthly progress payment which will be submitted to Owner. Contractor will retain ten percent (10%) of any progress payment that it makes to Subcontractor pursuant to the Subcontract. 4.3 FINAL PAYMENT 4.3.1 Unless otherwise provided herein, final payment, constituting the entire unpaid balance of the Subcontract Sum, less any portion thereof withheld in accordance with the punch list to cover the cost of any Work to be completed or corrected by Subcontractor or to cover damage to other trades for which the Subcontractor is responsible or to cover Subcontractor’s retention, shall be earned when Subcontractor’s Work has been fully performed and completed in accordance with the Contract Documents and is satisfactory to and accepted by Architect, Owner and Contractor. 4.3.2 Before the issuance of the final payment, Subcontractor shall submit evidence satisfactory to Contractor that all payroll, bills for materials and equipment, and all known indebtedness connected with the Subcontractor’s Work has been satisfied. Such evidence includes, but is not limited to, the fully executed originals of such conditional and/or unconditional releases as may be specified by Owner and/or Contractor. In addition, Subcontractor shall submit proof to Contractor that all lower tier subcontractors and suppliers have been paid for their current invoices for labor and/or materials supplied to the project, or in the alternative, a conditional waiver and release upon final payment, signed by the lower tier subcontractor or supplier, is furnished to Contractor for all labor and/or materials furnished through the end of the Project 4.3.3 The sums withheld by Contractor pursuant to Section 4.3.1 hereof, are not due and payable until forty-five (45) days after Subcontractor has completed all of its Work under the Subcontract pursuant to and in full conformance with the Contract Documents; has completed all of its Work under the final punch list compiled by the Architect, Owner and Contractor; and has delivered to Contractor all as-built plans, warranties and manuals pertaining to Subcontractor’s Work.

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ARTICLE 5 PERFORMANCE BOND AND PAYMENT BOND

5.1 Subcontractor shall furnish the performance bond and payment bond, if any, that may be specified in the Contract Documents, issued by a surety and on forms satisfactory to Contractor. Unless otherwise specified in the Contract Documents, Subcontractor shall be reimbursed, at cost and without mark-up, for the cost of the premiums for any required bonds.

ARTICLE 6

TEMPORARY FACILITIES AND SERVICE 6.1 Unless otherwise provided for in the Subcontract, Contractor may furnish and make available to Subcontractor no temporary facilities other than a temporary toilet, hand wash station, and trash container as may be provided for in the Contract Documents.

ARTICLE 7 INSURANCE

7.1 Prior to the commencement of its Work, Subcontractor shall, at its own cost, purchase and maintain all of the insurance coverage specified in the Contract Documents and in Exhibit F to the Subcontract, which exhibit is entitled “Insurance” and is fully incorporated herein by this reference. Such insurance coverage shall be effective as of the date of the commencement of Subcontractor’s Work and Subcontractor shall maintain such insurance, not just throughout Subcontractor’s performance of its Work, but until the expiration of all applicable statutes of limitation and statutes of repose, including without limitation CCP § 337.15. The insurance required in this Article 7 shall be placed with insurance companies having an A.M. Best Company rating of A VIII or better or from an insurer acceptable to Contractor. 7.2 Prior to the commencement of Subcontractor’s Work, Subcontractor shall furnish Contractor with a certificate(s) of insurance evidencing the insurance required hereunder, which certificate(s) of insurance shall: (i) name “R. D. OLSON CONSTRUCTION, INC.”, along with any other person or entity specified in Exhibit F, as certificate holder and an additional named insured in regards to all insurance to which the certificate(s) pertains; and (ii) shall contain a provision that no less than thirty (30) days written notice shall be given to Contractor prior to any cancellation, non-renewal of, or change in any such insurance. Not later than thirty (30) days after the commencement of Subcontractor’s Work, Subcontractor shall obtain and maintain, at its principal place of business, complete copies of all policies of insurance required under Article 7, and upon request by Contractor, shall furnish and submit to Contractor complete copies of all policies of insurance required hereunder within five (5) business days after such request. 7.3 Subcontractor agrees that the requirements of this Article 7 shall also apply to any lower tier subcontractors and/or suppliers engaged by Subcontractor in connection with the Project, and shall be expressly included in any contract entered into by and between Subcontractor and any such lower tier subcontractor and/or supplier, unless any of the requirements are expressly altered or waived in writing by Contractor. 7.4 Should Subcontractor fail to provide or maintain the insurance required by this Subcontract, or fail to furnish evidence satisfactory to Contractor that Subcontractor and all of Subcontractor’s lower-tier contractors and/or suppliers have fully complied with the requirements of this Article, Contractor may at its sole discretion, declare Subcontractor to be in material breach of this Subcontract and withhold any payment due Subcontractor hereunder, or Contractor may elect to purchase such insurance so as to maintain the required coverage and deduct the premiums for such insurance from any payment due the Subcontractor hereunder. Subcontractor's insurance coverage shall be primary insurance with respect to Contractor. Any insurance or self-insurance maintained by Contractor shall be in addition to the coverage of Subcontractor's insurance and shall not contribute to it. Failure of Subcontractor to procure or maintain the insurance required hereunder shall not relieve Subcontractor from any liability under this Subcontract, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of Subcontractor hereunder. The insurance requirements in this Subcontract are minimum requirements for this Subcontract and in no way limit the indemnity covenants contained in this Subcontract. Furthermore, Contractor does not warrant that the minimum limits contained herein are sufficient to protect Subcontractor from liabilities that may arise out of the performance of the Work by Subcontractor, its agents, representatives, employees or consultants, and Subcontractor understands that it may purchase any additional insurance that it deems necessary. 7.5 Subcontractor hereby waives all present and future rights of subrogation which Subcontractor's insurance carriers might have or claim against Contractor in connection with the Work. Subcontractor shall defend, indemnify and hold Contractor harmless from all such subrogation claims. Subcontractor shall require all subcontractors and suppliers that it retains in connection with the Work to agree in writing to waive any and all rights of subrogation that it may have against Contractor. Subcontractor and its subcontractors' and suppliers' policies of insurance shall all provide for such waivers by endorsement or otherwise, and shall incorporate such waivers on all certificates of insurance. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification (contractual or otherwise), did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged or person injured.

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7.6 Contractor and Subcontractor waive all rights against each other and against Owner, Architect, separate contractors and all other subcontractors for damages caused by fire or other causes of loss to the extent covered by property insurance provided under these general conditions, except such rights as they may have to the proceeds of such insurance.

ARTICLE 8 WORKING CONDITIONS

8.1 Any applicable arrangements concerning working conditions and labor matters for the Project will be listed in the Subcontract exhibits.

ARTICLE 9 SUBCONTRACTOR

9.1 RIGHTS AND RESPONSIBILITIES 9.1.1 Subcontractor shall be bound to Contractor by the terms of the Subcontract and, to the extent that provisions of the Prime Contract apply to the Work of Subcontractor as described in the Contract Documents, Subcontractor shall assume toward Contractor all the obligations and responsibilities which Contractor by its Prime Contract assumes toward Owner and Architect, if any, and shall have the benefit of all rights, remedies and redress against Contractor which Contractor, by its Prime Contract, has against Owner, provided that where any provision of the Prime Contract is inconsistent with any provision of the Subcontract, the Subcontract shall govern any dispute or claim solely between Contractor and Subcontractor, unless otherwise agreed to in writing by Contractor and Subcontractor. 9.1.2 The Subcontractor shall not assign the Subcontract in part or in whole without the written consent of Contractor, nor assign any amounts due or to become due under the Subcontract without the written consent of Contractor and absent Contractor’s written consent, any assignment or attempted assignment of the Subcontract or any amounts due thereunder shall be null and void. 9.2 EXECUTION OF THE WORK 9.2.1 Upon Contractor’s demand, Subcontractor shall furnish periodic progress reports on its Work as mutually agreed, including information on the status of materials and equipment under the Subcontract which may be in the course of preparation or manufacture. 9.2.2 Subcontractor agrees that its Work shall be done in full conformance with the Contract Documents. 9.2.3 Subcontractor shall pay for all materials, equipment and labor used in, or in connection with, the performance of the Subcontract through the period covered by previous payments received from Contractor and shall furnish satisfactory evidence when requested by Contractor to verify compliance with the above requirements, including but not limited to, releases. Such conditional and/or unconditional releases as Contractor and/or Owner may specify. 9.3 LAWS, PERMITS, FEES AND NOTICES 9.3.1 Subcontractor shall give all notices and comply with all laws, ordinances, rules, regulations and orders of any public authority bearing on the performance of Subcontractor’s Work. Subcontractor shall secure and pay for all permits and governmental fees, licenses, taxes and inspections necessary for the proper execution and completion of Subcontractor’s Work under the Contract Documents. 9.3.2 Subcontractor shall comply with all federal, state and local laws, social security acts, unemployment compensation acts and workers’ or workers’ compensation acts insofar as applicable to the performance of the Subcontract. 9.4 WORK OF OTHERS 9.4.1 In carrying out its Work, Subcontractor shall take all necessary precautions to protect the finished work of other trades from damage caused by Subcontractor’s operations. Moreover, Subcontractor acknowledges that the Work provided for in this Subcontract constitutes only a part of the work being performed for Owner by Contractor 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 Contractor or any other subcontractor or supplier, and further agrees to pay or reimburse Contractor for any additional costs, damage or delay that may be caused to such other work of Contractor, subcontractors or suppliers by Subcontractor, its agents or employees. 9.4.2 Subcontractor shall cooperate with Contractor and other subcontractors whose work might interfere with Subcontractor’s Work, and shall participate in the preparation of coordinated drawings in areas of congestion specifically noting and advising Contractor of any such interference. 9.5 SAFETY PRECAUTIONS AND PROCEDURES 9.5.1 Subcontractor shall take all reasonable safety precautions with respect to Subcontractor’s Work, shall comply with all safety measures initiated by Contractor and with all applicable laws, ordinances, rules, regulations and orders of any Federal, State or Local authorities for the safety of persons or property in accordance with the requirements of the Contract Documents. Sub-sub tier subcontractors hired by the Subcontractor to perform any scopes of its contracted work shall comply with all safety measures initiated

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by Contractor and with all applicable laws, ordinances, rules, regulations and orders of any Federal, State or Local authorities for the safety of persons or property in accordance with the requirements of the Subcontractor’s Contract Documents. Subcontractor shall report to Contractor immediately any injury to any of Subcontractor’s or sub-tier subcontractor’s employees at the site. 9.5.2 Any and all penalties, losses or expenses, including but not limited to attorney's fees, charged to Contractor for any safety code violations, or violations of law which are caused in whole or in part by any of Subcontractor’s personnel or the personnel of any Subcontractor’s sub-tier subcontractors or suppliers or anyone whose actions are supervised in whole or in part by Subcontractor, will result in a back charge to Subcontractor from Contractor for penalties, loss or expense reimbursement actually incurred by Contractor as a result thereof to the fullest extent of the law. 9.6 CLEANING UP 9.6.1 Subcontractor shall at all times keep the premises free from accumulation of waste materials or rubbish arising out of the operations of the Subcontract. All waste materials or rubbish arising out of the operations of each Subcontractor’s work shall be properly disposed of and removed from site or placed in a dumpster as may be provided for in the Contract Documents. Unless it’s otherwise provided, Subcontractor shall not be held responsible for unclean conditions caused by other contractors or subcontractors. 9.7 WARRANTY 9.7.1 Subcontractor warrants to Owner, Architect and Contractor that Subcontractor’s Work consisting of all labor, services, equipment and/or materials furnished by it, its lower tier contractors and/or suppliers, if any, under the Subcontract, shall be new (unless otherwise specified), of good quality, free from faults, defects and in full conformance with the Contract Documents. If any aspect of Subcontractor’s Work does not conform to these requirements, including substitutions not properly approved and authorized, it may be considered to be defective for purposes of this warranty and Subcontractor agrees to immediately repair and/or replace (including any adjacent work which may be damaged during this process), at Subcontractor’s sole cost and expense, any such nonconforming aspect of Subcontractor’s Work so as to bring such work into full conformance with the requirements of the Contract Documents. In performing its obligations hereunder, Subcontractor shall utilize, subject to Contractor’s approval, any reasonable means and methods selected by Subcontractor. 9.7.2 The Warranty provided in Section 9.7 hereof shall be in addition to and not in limitation of any other warranty required by the Contract Documents and/or any remedy provided by law. Specifically, nothing herein shall be construed to limit any statutes of limitation including, but not limited to the statute of limitations regarding any latent deficiency in regards to any aspect of the labor, services, equipment and/or materials furnished by Subcontractor under the Subcontract. Manufacturer’s product warranties may contain provisions that extend specific product or equipment warranties to the Owner. The Project contract specification sections may contain provisions that extend the warranty period for labor, equipment, materials and/or services beyond the one-year date from substantial completion of the Contract Agreement. 9.7.3 Subcontractor shall have no repair or replacement obligation under this Warranty unless and until it receives written notice that describes the aspect of Subcontractor’s Work that is claimed to be not in conformance with the requirements of the Contract Documents. Promptly upon Subcontractor’s receipt of such notice, but in no event later than twenty-four (24) hours in the event of an emergency or in the absence of an emergency, seven (7) calendar days thereafter, Subcontractor shall proceed with its repair and/or replacement obligations as specified herein. In the event that Subcontractor fails to perform its obligations under this Warranty, Subcontractor agrees that Owner and/or Contractor may undertake to repair and/or replace (including any adjacent work which may be damaged during this process), at Subcontractor’s sole cost and expense, any nonconforming aspect of Subcontractor’s Work so as to bring such work into conformance with the requirements of the Contract Documents. 9.8 PROGRESS OF THE WORK 9.8.1 Subcontractor shall cooperate with Contractor in scheduling and performing Subcontractor’s Work to avoid any conflict, delay and/or interference with the work of others.

7 05.08.17 Subcontractor’s Initials __________ Contractor’s Initials __________

9.8.2 Subcontractor shall promptly submit all shop drawings and/or submittals and samples required in order to perform Subcontractor’s Work efficiently, expeditiously and in a manner that will not cause any delay in the progress of the work of Contractor or other subcontractors. 9.9 CHANGES IN THE WORK 9.9.1 Subcontractor may be ordered in writing by the Contractor, without invalidating the Subcontract, to make changes in Subcontractor’s Work, consisting of additions, deletions or other revisions, including those required by modifications to the Prime Contract issued subsequent to the execution of the Subcontract, the Subcontract Sum and the Subcontract Time being adjusted accordingly. Changes in Subcontractor’s Work may be accomplished after the execution of the Subcontract and without invalidating the Subcontract by a Subcontract Change Authorization (“SCA”), a Subcontract Change Directive (“SCD”), or Order for Minor Change (“OMC”), subject to the limitation stated elsewhere herein and elsewhere in the Contract Documents. 9.9.1.1 An SCA shall be based upon an agreement between Contractor and Subcontractor and it shall be signed by both parties to the Subcontract stipulating the scope of the change or revision and any agreed upon adjustment to the Subcontract Sum and the Subcontract Time. 9.9.1.2 An SCD is a written order prepared and signed by Contractor, directing Subcontractor to perform a change in Subcontractor’s Work prior to an agreement on adjustment, if any, on the Contract Sum or Contract Time, or both. Contractor may by an SCD, without invalidating the Subcontract, order changes in Subcontractor’s Work consisting of additions, deletions or other revisions, and if justified, the Contract Sum and Contract Time will be adjusted subsequently. When Contractor and Subcontractor reach agreement upon the adjustment to the Contract Sum and Contract Time, such agreement shall be made effective by the preparation and execution of an SCA. 9.9.1.3 Contractor will have the authority to order minor changes in Subcontractor’s Work not involving any adjustment in the Contract Sum or the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order (the OMC) and shall be binding on Subcontractor who shall promptly carry out such written orders. 9.9.2 Contractor and Subcontractor acknowledge and agree that the execution of any SCA constitutes a mutual accord and satisfaction as to the Work covered therein and Subcontractor thereby waives and releases any and all claims, rights and/or remedies it may have against Contractor and/or Owner in conjunction with the Work described in any such SCA, including but not limited to, those for impact, delay, disruption, loss of efficiency, or any other extraordinary or consequential damages, arising directly or indirectly out of the Work described in any such SCA, except as specifically included therein. 9.9.3 If a dispute arises between Contractor and Subcontractor as to whether Work performed by Subcontractor is included as part of its scope of Work or constitutes extra or additional Work, Subcontractor shall nonetheless timely perform such Work so as not to delay the progress of Contractor’s construction schedule and the dispute shall be resolved pursuant to Article 14 hereof. 9.9.4 Should Subcontractor perform any aspect of its Work on a time and material basis, the labor rates must be agreed upon in writing by Subcontractor and Contractor’s Project Manager prior to the performance of the Work. In this regard, daily timesheets must be approved by Contractor’s project superintendent and the labor records and material invoices must accompany the billing. Subcontractor acknowledges and agrees that Contractor shall have the right at Contractor’s option to audit Subcontractor’s records and invoices to verify the accuracy of Subcontractor’s billings. These requirements apply to change order work. 9.9.5 For changes directed by Contractor, if any, which are not provided for in this Article 9, Subcontractor may be entitled to an adjustment in the Subcontract price if, and only if, Subcontractor gives Contractor written notice of Subcontractor’s intent to claim such an adjustment prior to Subcontractor’s performance of such changed Work and obtains Contactor’s response in writing that Contractor agrees to provide Subcontractor with such an adjustment. Subcontractor acknowledges and agrees that its failure to provide written notice as required in these general terms and conditions for any changes to the work, or its failure to comply with the requirements of the preceding sentence prior to performing any work or incurring any cost for which Subcontractor believes it is entitled to claim additional compensation, whether or not directed by Contractor, shall be deemed to prejudice Contractor and shall constitute a waiver of any such claim by Subcontractor. 9.10 CLAIMS OF THE SUBCONTRACTOR 9.10.1 Subcontractor shall submit all claims promptly, but in no event later than seven (7) calendar days after the occurrence of the events which constitute the basis for the claim to the Contractor for additional cost, extensions of time, and damages for delays or other causes in accordance with the Contract Documents. Any such claim which will affect or become part of a claim which Contractor is required to make under the Contract Documents within a


specified time period or in a specified manner shall be made in sufficient time to permit Contractor to satisfy the requirements of the Contract Documents. Such claims shall be received by the Contractor not less than two (2) working days preceding the time by which Contractor’s claim must be made. Failure of Subcontractor to make such a timely claim shall bind Subcontractor to the same consequences as those to which Contractor is bound by the Prime Contract. 9.10.2 If Subcontractor shall be delayed in the performance of its Work by any act of Owner or Architect or by changes ordered in its Work, or by fire, unavoidable casualties, national emergency, adverse weather conditions not reasonably anticipated, or by any cause other than the intentional interference of Contractor, or for reasons beyond Subcontractor’s control and without Subcontractor’s fault or negligence, Subcontractor shall be entitled, as Subcontractor’s sole and exclusive remedy, to an extension of time reasonably necessary to compensate for the time loss due to the delay, but only if Subcontractor shall have notified Contractor in writing of the existence of the delay within forty-eight (48) hours of the occurrence of the event giving rise to the delay, and, only to the extent that an equivalent extension of time is granted to Contractor by Owner. Subcontractor shall have the burden of proving the impact of the delay and justifying the time extension requested. If Subcontractor’s performance of its Work is unaffected by a delay incurred by Contractor or another subcontractor, Subcontractor shall not be entitled to claim an extension of time for such delay in order to perform its Work. 9.10.3 In no event shall Contractor become obligated to pay Subcontractor any amount in excess of the Subcontract Sum as a result of delays, interferences, hindrances, inefficiencies or disruptions to Subcontractor’s Work, excepting only delays or disruptions for which Contractor, on behalf of Subcontractor, has received from Owner payment for an increase in the Contract Sum and/or delays, interferences, hindrances, inefficiencies or disruptions from Contractor’s intentional interference with Subcontractor’s Work. Contractor’s exercise of any its rights under the Subcontractor, or Owner’s exercise of any of its rights under the Prime Contractor or Contractor’s requirement that Subcontractor correct or repair any defective work, shall not, under any circumstances, be construed as interference with Subcontractor’s performance of the Work. 9.11 INDEMNIFICATION 9.11.1 Subcontractor’s Work performed at the site of the Project or in preparing or delivering materials or equipment, or any or all of them, to the Project site shall be at the risk of Subcontractor exclusively. To the maximum extent permitted by law, Subcontractor, on behalf of itself, and all of its lower tier subcontractors and/or suppliers that perform any aspect of the Subcontractor’s Work, shall, with respect to all of its obligations under the Subcontract including, without limitation, the performance of the Work which is covered by or incidental to the Subcontract, shall indemnify, defend and hold Contractor and Owner, including their officers, agents, employees, affiliates, parents and subsidiaries, and each of them (collectively, “Indemnitees”), harmless from and against any and all claims, demands, actions, causes of action, suits, obligations, liabilities, losses, damages, costs, expenses (including, without limitation, judgments, liens, fines, awards, penalties, investigative and repair costs, expert and consultants’ fees and costs, attorneys’ fees and costs and court costs) (collectively, “Claims”), arising from or in any manner related to or connected with (whether directly or indirectly) (i) the operations, or activities of Subcontractor, (ii) the performance of Subcontractor’s Work, (iii) the breach of the terms of this Agreement, including, but not limited to, defective work or violations of or a failure to comply with any safety order, rule or regulation, (iv) any and all liens, stop notices and charges of every type, nature or kind which may at any time be filed or claimed against the Project, or any portion thereof, or against the Owner, Contractor or construction lender as a consequence of acts of Subcontractor, its sub-subcontractors, materialmen or others for which they are responsible, (v) any workers’ or workmen’s compensation or other employee benefit claims with respect to Subcontractor or its sub-subcontractor’s employees arising out of the Work, (vi) violation of any local, state or federal law, regulation or code by Subcontractor, or by its sub-subcontractors, and (vii) costs and fees incurred in the enforcement of this provision. Such Claims shall include, without limitation, Claims for personal injury (including, without limitation, bodily and emotional injury, sickness or disease, or death), personal and real property damage, defects in workmanship or materials, breach of warranty, breach of contract or of any Subcontract Document, penalties imposed as a result of the violation of any law, regulation, standard, ordinance or statute. However, Subcontractor shall not be obligated under this Agreement to indemnify the Indemnitees to the extent Claims arise from the willful misconduct or active negligence of the Indemnitees, or other independent contractors who are responsible to the Contractor, or to the extent Claims arise from defects in design furnished by those persons, or to the extent the Claims do not arise out of the Subcontractor’s Scope of Work. 9.11.2 Subcontractor’s agrees to expressly indemnify Contractor, Owner and the other Indemnitees against all liability, claims, suits, damage, loss, judgment or expense, including attorney’s fees, which such Indemnitees might


incur because of such Indemnitees’ passive negligence, including the negligent failure to discover or remedy a dangerous condition created by or through Subcontractor. 9.11.3. To the fullest extent permitted by law, Subcontractor’s obligation to hold harmless, defend, protect and indemnify the Indemnitees under this Section 9.11 shall apply, without limitation, to any acts or omissions, or willful or negligent misconduct, whether active or passive, of Subcontractor, its sub-subcontractors or materialmen, or others for which Subcontractor is responsible. 9.11.4 This Section 9.11 creates independent duties on the part of Subcontractor to defend at Subcontractor's expense, and to indemnify Contractor and the other Indemnitees. Each duty shall extend to all Claims arising before or after the completion of the Work performed by or for Subcontractor. Subcontractor's defense obligations shall arise immediately upon presentation of a Claim by any party and written tender of such Claim being provided to Subcontractor (regardless of whether Subcontractor may ultimately not have an obligation to indemnify pursuant to this Section 9.11); provided, however, that the cost of such defense shall be reimbursed to Subcontractor upon final resolution of the Claim to the extent Subcontractor has no duty to defend or indemnify Contractor for such Claim pursuant to this Section 9.11, or to the extent that a final allocation of defense fees and costs results in a credit being due to Subcontractor. Each allocation of defense fees and costs, including the final allocation, shall be determined by Contractor or Owner in its sole discretion exercised consistent with Civil Code §2782.05(e)(2). 9.11.5 The contractual right of indemnification provided to Contractor and the other Indemnitees hereunder shall be in addition to, and not in lieu of, all rights of indemnity at law or in equity (including without limitation, equitable indemnity) for a breach by Subcontractor of any statutory or common law duty or obligation or any of the provisions of the Contract Documents to which Contractor and the other Indemnitees may otherwise be entitled. In addition, payment shall not be a condition precedent to enforcing the defense, indemnity and hold harmless obligations of Subcontractor set forth in this Section. The foregoing obligations shall include, without limitation, defense costs and expenses and any and all sums and detriment incurred by the Indemnitees in investigating, defending against and/or settling or otherwise resolving any Claims indemnified hereunder. 9.11.6 The indemnification obligation described herein shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Subcontractor under any workers’ or workmen’s compensation acts, disability benefit acts or any other employees’ benefit acts.

ARTICLE 10 CONTRACTOR

10.1 RIGHTS AND RESPONSIBILITIES 10.1.1 Contractor shall be bound to Subcontractor by the terms of the Subcontract, and to the extent that provisions of the Prime Contract apply to Subcontractor’s Work, Contractor shall assume toward Subcontractor all the obligations and responsibilities which Owner, by the Prime Contract, assumes toward Contractor and shall have the benefit of all rights, remedies and redress against Subcontractor which Owner, by those Documents, has against Contractor. Where any provision of the Prime Contract is inconsistent with any provisions of the Subcontract, the Subcontract shall govern any dispute solely between Contractor and Subcontractor. 10.2 COOPERATION BY CONTRACTOR 10.2.1 Contractor shall cooperate with the Subcontractor in scheduling and performing Contractor’s work to avoid conflicts or interference in the Subcontractor’s Work and shall expedite written responses to submittals made by the Subcontractor. 10.3 COMMUNICATIONS 10.3.1 Contractor shall notify Subcontractor of all modifications to the Prime Contract which affect Subcontractor’s Work and which were issued or entered into subsequent to the execution of the Subcontract. 10.4 LIQUIDATED DAMAGES 10.4.1 Contractor shall make no demand for liquidated damages for delay in any sum in excess of the amount of liquidated damages specified in the Prime Contract. Liquidated damages shall be assessed against Subcontractor only for its negligent acts and its failure to act in accordance with the terms of its Subcontract, and in no case for delays or causes arising outside the scope of its Subcontract, or for which other subcontractors are responsible.


10.5 CONTRACTOR’S REMEDIES 10.5.1 If Subcontractor defaults or neglects to carry out its Work in accordance with the Contract Documents and fails within twenty-four (24) hours after receipt of written notice of such default to cure such default or to commence the cure of and diligently prosecute the same, Contractor may, without prejudice to any other remedy that Contractor has, make good such deficiencies and may deduct the cost thereof from the payments then or thereafter due Subcontractor.

ARTICLE 11 PERFORMANCE

11.1 Subcontractor shall furnish all labor, tools, equipment, materials, supplies, supervision, shop and/or field engineering as well as any design necessary for the proper, efficient and workmanlike performance of Subcontractor’s Work under the Contract Documents. Subcontractor shall prosecute Subcontractor’s Work in a prompt and diligent manner whenever such work or any part of it becomes available, or at such other time or times as Contractor may direct so as to promote the general progress of the entire construction. Subcontractor shall not, by delay or otherwise, interfere with or hinder the work of Contractor or any other subcontractor. 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 as required by the Contract Documents. 11.2 In the event of any default by Subcontractor that is not cured by Subcontractor within twenty-four (24) hours after receipt of written notice thereof, Contractor, in addition to any other remedies it may have, either under the Subcontract or the law, shall be entitled to: reimbursement by Subcontractor for any and all liquidated, consequential, actual, and/or any other damages, expenses, costs, including but not limited to, all standby, on-site, extended overhead and general conditions costs, incurred by reason of Subcontractor’s delay in the performance of its Work, as well as any and all attorney’s fees, consultant fees and any related legal expenses incurred by Contractor by virtue of Subcontractor’s default. 11.3 If Subcontractor at any time refuses or neglects to supply labor, materials, supervision, tools, equipment or supplies of proper quantity and quality for the proper performance of Subcontractor’s Work under the Contract Documents, or if Subcontractor should fail in any respect to prosecute its Work with promptness and diligence, and if Subcontractor fails to cure any such deficiency in its performance within twenty-four (24) hours after written notice to Subcontractor to do so, then Contractor, in addition to any other remedies it may have, shall be entitled to do the following: (1) Provide any such labor, materials, supervision, tools, equipment or supplies and deduct the cost therefrom from any money then due or thereafter to become due to Subcontractor; and (2) Terminate Subcontractor’s rights in whole or in part under the Subcontract and take over and complete the performance of the Subcontract or any part of it at the expense of Subcontractor and employ any other person or firm to furnish Subcontractor’s Work, whereupon Subcontractor shall not be entitled to any further payment until its Work has been completed. Upon termination, Contractor shall have the right, but not the obligation to assume immediate and sole ownership of any and all of Subcontractor’s tools, equipment, materials, storage facilities, and all other items present on the project site, as well as any and all tools, equipment and materials, storage facilities, and all other items situated at a location other than the project site that were purchased by Subcontractor and paid for by Contractor for use in connection with and/or incorporation into the Project. Once Subcontractor’s scope of work has been completed, Subcontractor shall be entitled to the excess, if any, of the unpaid balance under the Subcontract, less the expenses incurred by Contractor in finishing Subcontractor’s Work. However, if such expenses exceed any unpaid balance, Subcontractor shall pay the difference to Contractor at the completion of Subcontractor’s Work. 11.4 If Subcontractor cannot supply any of the materials required by the Contract Documents and cannot obtain approved alternatives, Contractor may provide such materials and the installation of them if required by the Subcontract at the expense of Subcontractor. 11.5 In the event of any dispute or claim, Subcontractor shall provide written notice thereof to Contractor pursuant to these general terms and conditions and if applicable, of Subcontractor’s intention to record any liens regarding Subcontractor’s Work, and shall allow Contractor ten (10) working days from receipt of such notice to respond and cure prior to the recordation of any lien. 11.6 In the event of any insolvency or bankruptcy of Subcontractor, the principals thereof shall complete performance of the Subcontract, including payments to lower tier subcontractors and suppliers of Subcontractor and any other obligations remaining to be performed. 11.7 Subcontractor is responsible for daily clean-up of the areas of its Work. In the event that Contractor furnishes a trash container, Subcontractor shall dispose of all debris generated by it by placing such debris into the trash container at the end of each day.


11.8 Subcontractor is aware of the time limitations of this Project, as specified in Contractor’s construction schedule. Subcontractor will provide all necessary means to finish its Work within the specified schedule.

ARTICLE 12 TERMINATION

12.1 TERMINATION FOR CONVENIENCE 12.1.1 Contractor may at any time for Contractor’s convenience, and, with or without cause, terminate the performance of all or any portion of Subcontractor’s Work by giving Subcontractor notice specifying which portion of its Work is to be terminated and the effective date of such termination. Subcontractor shall continue to diligently perform any remaining part of its Work that is not terminated and shall take all actions necessary to maintain and safeguard all materials, equipment, supplies and work in progress affected by the termination. 12.1.2 In the event of any such termination for convenience, Contractor shall pay Subcontractor an amount equivalent to and no more than the portion of the Subcontract Sum earned by Subcontractor for its Work satisfactorily performed prior to the effective date of the termination. Furthermore, Subcontractor acknowledges and agrees that in the event of such termination for convenience, Subcontractor will not be entitled to obtain any recovery of any of its anticipated profits and/or any other sums that would have been earned in the absence of such termination. 12.1.3 In the event that Contractor terminates the Subcontract in whole or in part for Subcontractor’s default and a court of competent jurisdiction later determines that such termination was improper or wrongful, then that portion of the improper or wrongful termination shall automatically convert into and shall be deemed to be a termination for convenience pursuant to Section 12.1 hereof. 12.2 TERMINATION FOR CAUSE 12.2.1 If Subcontractor fails to cure any material default by it under the Subcontract within forty-eight (48) hours after receipt of written notice of such default, Contractor, within its sole and exclusive discretion, shall have the right but not the obligation to terminate the Subcontract, in its entirety. Said forty-eight (48) hours notice shall be the only notice required and is not a condition precedent to Contractor's right to terminate the Subcontract if Contractor reasonably believes that circumstances do not permit the giving of a forty-eight (48) hour written notice to Subcontractor. Upon such termination, Contractor shall have the right, but not the obligation to take immediate possession and sole ownership of any and all of Subcontractor’s tools, equipment, materials, goods, storage facilities, and all other items present on the project site, as well as any and all tools, equipment and materials, storage facilities, and all other items situated at a location other than the project site that were purchased by Subcontractor and paid for by Contractor for use in connection with and/or incorporation into the Project. If the unpaid balance of the Subcontract Sum exceeds the expense of finishing Subcontractor’s Work, such excess shall be paid to Subcontractor; but if such expense exceeds such unpaid balance, Subcontractor shall pay the difference to Contractor.

ARTICLE 13 CHOICE OF LAW

CHOICE OF FORUM 13.1 Any dispute arising from or in any way related to the Subcontract between Owner, Contractor and/or Subcontractor shall be governed exclusively by the laws of the State of California. 13.2 Any legal action arising from or in any way related to the Subcontract involving Owner, Contractor and/or Subcontractor shall be adjudicated in the Superior Court of the State of California for the County of Orange; provided, however, that any legal action involving the foreclosure of a mechanics’ lien regarding Subcontractor’s Work shall be adjudicated in the county where the real property that is the subject of the mechanics’ lien is located, unless a lien release bond is properly recorded regarding such mechanics’ lien, in which case the legal action shall be adjudicated in the County of Orange, State of California.

ARTICLE 14 DISPUTES

14.1 Any and all disputes between Contractor and Subcontractor that involve the Owner and/or Architect shall be governed by the disputes clause contained in the Prime Contract. With respect to disputes solely between Contractor and Subcontractor, the parties hereto shall have the right to bring a legal action in a state or federal court


against each other regarding any claim arising out of or related to this Subcontract; provided, however, that as an express and absolute condition precedent to the right of either party to bring any legal action against the other, the parties shall first submit any dispute to nonbinding mediation that must be conducted and be completed under such rules and regulations as the mediator shall specify. During the mediation, the parties shall, at all times, act in good faith and utilize their best efforts to resolve the dispute that is the subject of the mediation. 14.2 In the event the dispute is not resolved by mediation as provided herein, then and only then a legal action may be commenced in the same manner and subject to the same conditions, requirements and limitations as if mediation had not occurred. 14.3 In the mediation each party shall bear its own attorneys' fees, costs and other expenses, except that each party shall be responsible and pay for one-half of the costs and expenses of the mediator, and, if there is more than one party, then each party shall be responsible and pay for their pro-rata portion of the costs and expenses of the mediator. 14.4 In the event that legal action is commenced, the prevailing party shall be entitled to recover all of its costs incurred in connection therewith including, without limitation, staff time, court costs, attorney’s fees, consultant and expert fees and any other related expenses. In this regard, in order to make the prevailing party whole, the parties acknowledge and agree that the prevailing party shall be entitled to recover all of its costs and expenses incurred in connection with the legal action and in connection with the mediation and shall not be limited to reasonable attorneys’ fees as defined by any statute, rule of court, or case law. 14.5 This provision requiring mediation as a condition precedent to any legal action shall not preclude any party from filing a legal action within a period of fourteen (14) days prior to the running of any applicable statute of limitations, where the failure to file such legal action will result in any loss of rights to that party (e.g. a mechanics’ lien action). However, in the event that a legal action is filed pursuant to this paragraph prior to the completion of the mediation specified herein, the filing party will use its best efforts to stay that legal action until after completion of the mediation specified herein.

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ARTICLE 15 MISCELLANEOUS PROVISIONS

15.1 Either prior to the execution of the Subcontract, or during its performance, Contractor may, at any time, require Subcontractor to provide certified financial statements to Contractor, prepared by a certified public accountant, attesting to the assets and liabilities of Subcontractor. 15.2 By excusing or waiving any nonperformance of Subcontractor’s obligations under the Subcontract, including allowing Subcontractor to continue to perform or paying Subcontractor any sums, Contractor in no way waives its legal remedies against Subcontractor, and reserves the right to enforce any breach or default by Subcontractor at a later time. 15.3 It shall constitute a material breach of the Subcontract, and grounds for immediate termination of the Subcontract by Contractor, for Subcontractor to pay or promise to pay, or to give or promise to give, or to accept or promise to accept any sum of money or tangible thing of value to any employee or agent of Contractor for whatever reason or purpose. 15.4 No amendment, change or modification of the Subcontract shall be valid, unless in writing and signed by all of the parties hereto. 15.5 This Subcontract constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understanding or representations with respect to its subject matter are hereby terminated and canceled in their entirety and are of no further force or effect. 15.6 This Subcontract is the result of negotiations between the parties hereto who have each negotiated and reviewed its terms. No party shall be deemed to be the drafter for purposes of interpreting any ambiguity or uncertainty in this Subcontract against that party. 15.7 This Subcontract may be executed via electronic or facsimile signatures, which the parties agree are binding and constitute acceptance of the Subcontract terms and conditions. Articles 1 through 15 inclusive of these general terms and conditions are accepted without change and entered into as of the day

and year first written below.

R.D. OLSON CONSTRUCTION, INC. Type or Print Subcontractor’s Company Name By Joseph G. Cervantes, Executive Vice President Type or Print Signer’s Name and Title Signature Subcontractor’s Signature Date Date 2955 Main Street, Third Floor, Irvine, CA 92614 Telephone Number: (949) 474-2001 Street Address City/ State/ Zip Code Telephone Number / Fax Number Email State Contractors License Number