Page 1 of 11 – Blanket Subcontract Agreement ©2011, Advanced Technology Group, Inc.

Initial page: Contractor _______ Subcontractor _______

BLANKET SUBCONTRACT AGREEMENT

Blanket Subcontract No. ________________

BETWEEN: ADVANCED TECHNOLOGY GROUP, INC.

455 SE 2ND AVE

HILLSBORO OR 97123

Phone: (503) 693-9209

Fax: (503) 640-4333

Oregon CCB License: SEE BELOW

(CONTRACTOR)

AND: "NAME OF SUBCONTRACTOR?"

ADDRESS?

CITY/STATE/ZIP?

Phone: ________________

Fax: ________________

Contractor's License: _________

(SUBCONTRACTOR)

DATED: _________ ____, 20___

RECITAL

A. Contractor and Subcontractor contemplate entering into a number of subcontract arrangements in the future. Both parties desire to

memorialize the relationship they will enjoy, but also desire to simplify the paperwork involved. This Blanket Subcontract is intended to be applicable to

each future subcontractual relationship between the parties which is memorialized by a “Release Against Blanket Subcontract.”

AGREEMENT

I. Subcontractor agrees to be bound by the Subcontract Agreement Terms and Conditions attached hereto and by this reference

incorporated herein for each project (“Project”) for which it executes a “Release Against Blanket Subcontract” in the form attached hereto and by this

reference incorporated herein.

II. Subcontractor agrees to perform the scope of work (“Subcontractor's Work” or “Work”) for the price(s) (“Subcontract Price”) defined on

the applicable “Release Against Blanket Subcontract.”

III. Subcontractor agrees to comply with the scheduled completion date and date for submission of progress payment requests on the

applicable “Release Against Blanket Subcontract.”

IV. Contractor and Subcontractor agree that this Blanket Subcontract Agreement, and its terms and conditions, shall apply to all projects

or Work for which a “Release Against Blanket Subcontract” is issued until the completion of such project or Work, and may be terminated or abrogated

for such project or Work only by the written consent of both parties.

V. Additional Provisions: Refer to specific Release Against Blanket Subcontract Agreement.

CONTRACTOR ADVANCED TECHNOLOGY GROUP, INC. By: Its: _______________________________ IRS Identification No. 93-1215488 Contractor License No. 130364 (OR), ROC187975 (AZ), 918449 (CA), 16748 (CO), 85520 (NM) 0065579 (NV), ADVANTGO11KE (WA), 6309640-551 (UT), C130251 (ID)

SUBCONTRACTOR "SUBCONTRACTOR NAME" By: Its: _______________________________ IRS Identification No. _____________ Contractor License No. _____________ State: ______

Page 2 of 11 – Blanket Subcontract Agreement ©2011, Advanced Technology Group, Inc.

Initial page: Contractor _______ Subcontractor _______

ADVANCED TECHNOLOGY GROUP, INC. 455 SE 2~l) AVE

HILLSBORO OR 97123 Ph. (503) 693·9209 Fax: (503) 640·4333

Oregon CCB #130364

BLANKET SUBCONTRACT TERMS AND CONDITIONS

ARTICLE I - rHE WORK

1.1 Subcontr.ll-1Qr's Work. Conlra<:lorcmploy~ the Sub­contractor, as an independent contractor, to perform Subcontractor's Work. Subcontractor shall perform such Work under the gen<:ral direction of Contractor and in accordance with this Subcontnu."i and the Contract Documents.

1.2 Contrad Documents. The contrad bc1w\:l.:u Contrao..:lor IIml Suhcontractor consists of the Suhcontract Agreement ("SuhcontracC), including these Terms and Conditions and the Suhcontract f>ocuments, any attached Riders, and the signature page of the Subcontract, and the terms wri tten on the face thereot; and the contract documents by ~U1d

between Contractor and Owner for the Project ("Prime Contract"), including general, special and detail specifications and drawings, all of whidl (induding the Subcontrad) arc collcctivdy rcfcrrcd to hcrein a~ "Contract Documcnts".

1.3 Conllk1s. Copics of thc p,u1s of thc Contract Document:; that relate directly to Subcontractor's Work shall be fumished to Subcontractor upon n:quest. In th e cvent or a conllict between this Subcontrad and other portions of the Conlract Document:; , thi~ Subcontract ~hall govern. Tn the event of a conllict between the~e printed Tenns and Conditions and the tenns written on the signature page of th e Suhcontract, the latter written tenns shall govern.

ARTICLE 2 - SCHEDl"LE

2.1 Time is of the Rssence. Roth parties mutually agree to perfonn their respect ive work and the work of their subcontractors so that the Project \vill be completed in accordance with the Contract Documents and the work schedule. Subcontractor's tinting of penonnance is eritical to Contractor's timely perfonnance. Contractor shall prepare the schedule of work and re\"i~e the schedule as needed as the work progresses. 'IUdE IS OF THE ESSENCE OF THIS SUBCONTRACT. Subconlractor shall: commence Work hereunder within forty-eight (48) hours atter notification; condUd the Work with reasonable diligence in strid accordance with Contractor's time schedule; cooperate in related work; and, in no manner interfere wi th the work of Contractor or other Subcontractor.

2.2 Damages for Failure to 'Meet Schedule Suhcontractor

expressly recognizes that failure to meet the schedule will cause Contractor substantial damage, including, but not limited to, pa)lllent of liquidated damages. Subcontractor further expressly recognizes that failure to meet the Contractor's schedule is a material breach of this Subcontract.

2.3 Schedule Changes. Suhcontractor recognize~ that change~ will be made in the schedule of Work and agTe<!S to comply with stich changes.

2.4 Priority of Work Contractor has the right to decide the t in1e or order in which the variolls ponions of the Work will b.! installed or the priority of the Work mId all matters representing the timely and orderly conduct of Sull<..'Ontrac1or' s \Vorlc

ARTICLE 3 - PRICE

Contractor agrees to pay to Subcontractor for the satisfactory pelfonnance of Subcontractor's Work the Subcontract Price in accordance with Article 4, and subject to additions or deductions as providcd for hercin 'Ihe Subcontract Price includes all taxes, licenses, and fees of any nature which may bc imposcd upon or charged by any govcrmm:ntal authori ty upon thc labor, material, or other things used in the IX-Tlonmuwc of the Work or upon the transaction hetween Contractor and Subcontractor.

ARTTCI,F. 4 - PA YI\fF,NT

4.1 General Prm·isions for PaynU'nt.

4.1.1 Schedule of Values. Subcontmo..:tor shall provide 1\

schedule of values sat isfactory to Contractor no more than fifteen (15) day~ from the date orexecution of th is Subcontract.

4. 1.2 Pa:rment lJse Restriction . No payment received hy Subcontractor shall be used to satisfy or secure any indebtedness other than one owed by Subcontractor to a person furnishing labor, equipment or materiah to the Project. nl is re~triction shall continue until Subconu·a.."1or's Work is completed and all indebtedness associated therewith has been paid in full.

4. 1.3 Payment Use Verification Contractor shall have the right at all times to conL1ct Subcontractor's subcontractors and suppliers in order to ensure that they are heing paid hy Subcontractor for \vork perfonned or materials flUllish<!d to the Project.

4.1.4 Affida,it of 'Val!:es. Suhcontractor shall fumi~h to Contractor a weekly affidavit with suppOlting detailed exhibits in a fonn to be prescribed by Contractor, certifying \vages paid and to whom during each preceding wcekly paYToll period. Jiailure to provide such cf"ltification shall I"csult in contractol" withholding 25% of aU smllS duc to subcontractor until all such ccrtifirntious haw bCf"n fUMlishcd to contractor ,,·ithout plioI' notice amI without incurring any late intf"l"{'"st penalties, Contractor slmll pay Subcontractor any amounts wi thheld under this Subarlide within 14 day~ aner Subcontractor furnishcs thc rcquircd certifications.

4.1.5 Partial Lien WaiVf"1"S and Affida\·its. When required

by Contractor, and as a prerequisite for payment, Subcontractor shall provide, in a fonn satis£1ctory to Contractor, pmtialli<!n or claim waivers I\nd affidavits from Subcontractor, lind i t~ sub-subcontractors and suppliers lor the completed Subcontractor's Work. Such waivers may bc made conditional upon payment

4. 1.6 Pa)'ment by Subcontractor. Subcontractor shall cnsure that all or its subcontradot"l;, cmployo:cs, and suppl io:r.; , at al1timcs, lire paid all amount:; due in cOI1llection with the pcrfonllance of this Suhcontract and Subcontractor shall eamlark all payment~ received in connection with the Project rrom Contractor or otherwise, to such persons and for such purpose. Within fOlllteen (14) days after the execution hereof by Suhcontractor, Subcontractor shall provide Contractor with written notice of the subcontractors mid suppliers which Subcontractor intends to

c 2006, Advanced Tedmology Uroup, Inc. , Hillsboro, Or.;:gon

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employ on the Project, and thereafter ~hall keep Contractor infonned of additional or changed suhcontractors or suppliers. Contractor shall have th~ ri ght at all ti m~s to contact said persons in order to ensure that the same are being paid by Subcontractor for Work performed or materials tiJrnished on the Project. Contractor shall have the right to withh old any payment(s) due under this Subcontract until Subcontractor submits evidence satisfactory to Contractor, in its sole discretion, that amolUlts

owcd by Subcontractor in connection with perfonnance of this Subcontract have been paid. f urther, Subcontractor agrees that Contractor may, by join t ~'hc~'k, direct ched :, or othcrwisc. pay all pcrsons or ent iti e~

who have not bcen paid the moni .. 'S due them in cOilllcction WiUI this Suhcontract \vhether or not a lien or claim ha<; been tiled and Suhcontractor shall. to the extent that Contractor has not recovered said amolUlts pursuant to withholding, pay said amounts to Contractor upon demand. However, no paylllent by Contractor to any subcontractor or supplier of Subcontnu .. "1or shal l be deemed to confer upon said subcontractor or supplier any third party right or benefit. Subcontractor shall also immcdiatd y rcimburse Contractor for any amounts paid under Contractor's payment 1mdior pcrfonnance bond, if any, in comlCetion with Lhi ~ Subcontract and indemni fie d by Contractor. [n thc c\"Cnt Contractor is rcquircd to payor indenUlify mly pCnlon as a n:~ull of any act or omission to act required of Snhcontractor herennder, Subcontractor shall immediately reimhurse Contractor for the full cost thereof~ including attollleys' fees .

4.1.7 Payment not Acceptancl;' Payment to Subcontractor shall not collst itute or imply acceptance or approval by Contractor or Owner of any portion of Snbcontractor's \\'ork.

4.2 Progress Payments,

4.2. 1 Application. Progress payments for the value of Subcontractor's \Vork perfonned in the preceding payment period, less the ret,1inage prescribed in Subarticle 4.2.3, shal l be m ade per Subcontractor's application or estimate prepared in accordance with the direction from Contra<: tor and approved by Contractor. All material and Work <:ov<:r.:d by part ial payments shall bccomc thc property of Contractor, or, if th<: Contract Documents so pro\' ide, th e property of Owner; however, th is provision shall not reli..:v..: Sub~'ontrao:tor from sole r<:sponsibility and li abili ty tor all Work and materials upon which payments have been made unt il final acceptance thereofhy Owner.

4.2.2 In,·oice. Whenever Subcontractor requests a progress payment, final payment. or fiJll or partial re lease of retainage from Contractor, Subcontractor shal l certify to Contractor and Owner that Subcontractor is entit led to payment of such amount. TIle foml of such celtification shall be as fo llows (or as specified in the Prime Contract):

"The undergjgned for THE SUBCONTRACTOR AND FOR THEMSELVES PERSONALLY further state and wa rrant that there are no other contracts for said Work outstanding; that there are no claims made or to be made by and that there is nothing due or to become due to any person for materia l, labo r, or othe r work of any kind done or to be done upon or in connection with said Work: other than above stated ; that all waivers are true, correct, and genuine and delivered unconditionally; and that there is no claim either legal or equitable to defeat the validity of any releases and waivers that have been signed on this project or are being signed contemporaneously herewith.

[sign and have notarized]

4.2.3 Retainage, Subject to the provisions of Suharticle 4. 1.4, if Subcontnwtor provides a bond or oth .. 1' security to thc satisfaction of Contractor, the rate of retain age shall not exceed the percentage allo\ved to be retained from Contractor's payment hy Owner for Suhcontractor's Work, or if no reL1inage is withheld by O\merfrom Contractor, five percent (5%,).

4.2.3.1 \Vhen the Contract DOClUnents provide for reduct ion of retainage at a specified percentage of comp letion, Subcontractor's reL1inage shall also be reduced when Subcontractor's Work has attained the same percenL"lge of completion and Contra<: tor'~ r<:tainage for Sub<:on(ra<: tor'~ \ .... ' ork has actually been so reduced by Owner.

4.2.3.2 1fSubcontractor docs not provide such a bond or security, the rate of r.::tainage shall he ten percent ( 10%), hut in no event lower than the rate retained by CAvner

4.2.4 Time IIf Application. TIle signature page of this Subcontract seLs forth paynh:nt appli<:ation dates. Subcontrao:tor shal1 submit progress paymellt applications to Contractor not later than the indicated day of each month for Work perfomled up to and including the indicated day of the month. The application shall indicate WOlk completed and, to the extent allowed lmder Submticle 4.2.5, materials suiL"tbly stored during the preceding pa)1llCnt period.

4.2.5 Stored :Matcrials. Unless othenvise provid.::d in the Contract Document~ , and if approved in advance hy O\vner, applicat ions tor payment may include materials and equipment not incorporated in Subcontractor's Work but deliYered and suitably stored at the site and

materials mId equipment suitably stored at some OUICf location agrced upon in writing. Approval of pa)lllent applications which include materials or

equipment stored on or oJJ the sitc shall bc conditioned upon submission by Subcontractor of bills of sale, or anoUler procedure ~atisfactory to ()wnu and Contractor, to estahlish Owner's ti tle to such materials or equipment or otherwise prok<:t CAvner's and Contractor's interests therein, incl uding applicable insurmlce mId transportation to the site for those rnaterials and equipment stored othhe s ite.

4.2.6 Timc of Pn)mcnt Progress pa)lllents to Subcontractor for satisfactory perlommnce of Subcontractor's Work shall be made no later than ten (10) calendar d1YS after: (a) receipt by Contractor of payment frOlll O\\1ler for such Subcontractor's Work; and (b) receipt of all items required

from Subcontractor prior to payment.

4.2.7 Contractor's Ri~ht to \Vithhold Payments, In the event of a good faith dispute Contractor may retain an amount not to exceed 150%, of the allloimt in dispute from the mnOimt due Subcontractor. l\othing in this provision is intended to limit or impair any rights, remedies, or otherwise available to Contractor in the cvent of a dispute regarding any aspect of Subcontractor 's Work

4.2.8 Owncr's Payment Failurc. It is the intention of the patties that the right of Subcontractor to paymentlmder tins Subcontract mId thc Contntct shall bc limited to paymmts lfom thc fWld <:onsisting ~ol ely of thc amOlill(S O\\'ner pays to Contractor on account of Subcontractor's Work under this Subcontract Subcontractor prom ises to look for payment only from that fund. Subcontrador agrees that pa)llKllt by CAvner to Contractor on account of Subcontractor's \Vork is a condition precedent to Contractor's ohl igation to pay Subcontractor under this Subcontract. If Owner pays Contractor less than the full mllolUlt Contractor believes is due lUlder the Prime Contract on acC01Ult of Subcontractor's Work WIder this Subcontract, then Contractor shall have no obligation to pay Subcontractor mOTe than the amowlt it receives from Owner on accollnt of Subcontractor's Work, less any markups or <:o~ts incurrcd by Contractor and to whi<:h Contntctor is otheD-vise entitled. Subcontractor expressly assumcs the risk that O\\'ner will not pay all or any part of the amounts due Contractor under th.:: Prime Contract on a<:<:ount of Subcontractor's Wori<..und .. 1' this Subcontnl<:t.

4.3 Final Pnynwnt.

4.3. 1 Applirntion. Upon acceptance of Subcontractor 's WOIk by (h\1Ier, Contractor, mId if necessary, Owner's design professional

("Designer"), and upon Subcontractor fumishing evidcncc of fulfilhn""11t of Subcontractor's obligations in accordancc with the Contract J)ocUlllents and Subart ide 4.3 .2, Contractor shall process Subcontractor's appli..:ation f() r finaipa)lllent wiUlout delay.

4.3.2 Requirements. Bcfore Contntdor shall be requir..:d to issuc fmal pa)1l1mt, Subc()ntractor shall submit to Contractor: (a) all uffidwit that all payrolls, bills for materials and cquipment, mId all other indebtedness connected wi th Subcontmctor's Won.: for which Owner or its propcrty or Contractor or Contractor's surely might in any way bc liable, have heen paid or otherwise satistied; (b) consent of surety to tinal payn"k!llt, if required; (c) other data if required hy Contractor or Owner, such a,~

receipts, releases, and waivers of liens to the e:o..ient and in such fonn as may be designated by Contractor or Omler, and (d) a final waiver mId release of daims on the Project.

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4.3.3 Time of Payment. Final payment of the balance due of

the Subcontract Price shall be made within ten (10) d1YS after receipt by Contractor of final payment from Omler for such Subcontractor's Work,

unless a short!..'f period is required by law, provided Subcontractor has

satisfied the requirements of Subartiele 4.3 .2 and any other precursors to final pa)llwnt under the Contrad ])(X.'ulllents.

4.3.4 Effect. Acceptance of final pa)1llent shall constitute a waiver of all e1aims by Subcontractor rebting to Subcontractor's Work, but

shall in no way rdicvc Subcontra!..iQr Qf liability for thc obligations assumed under any warranties rcquircd of the Contract l)oClmlents hereot: or for £1ulty

or defect ive Work appearing after final payment Without limitation, final payment docs not waivc Contrador's right to recoupment or setoff, nor Subcontractor's obligation to remedy unknown defective Work and non­

compliance with the Contract Oocume nts or warranties thereunder.

43.5 Recoupment anti Setoff. COlltractor may deduct from any amounts due or to bc.:ome due Subcontractor any ~um or sums owed by

Subcontractor to Contractor; and ill the event of any breach by Subcontractor of any provision or ohligations of th is Subcontract, or in the event of the

assertion by other pmties of any daim or lien against Contractor or the premises arising out of Subcontrnctor's peri"ommnce of Subcontractor's

Work, or othcrwisc, Contractor shall have thc right to r!..1.ain out of any

payments due or to become due to Subcontractor an amount sufficient to

completely protect Contrador from any and all lo~, damage Qr eXIK11Se UK"Tefrom, tmli l the situation has bcen satisfactorily mlledied or adjusted by Subcontractor.

4.4 Joint Lltecks. Contractor reS~'fves the right to makc paym ... "1lt by joint check or by direct check to Subcontractor's materials suppliers or

subcontractor; or any per;on who has any right of adion against Contrador, Owner. Contractor's surety. or thc pn.;nnses arising from or in any way

related to Subcontractor's \Vork under any 1m". Subcontractor expressly agrees that Contractor reserves the right of determillatinn as to what manner

of payment shall Ix: made. Any amount so paid will Ix: charged to Subcontractor's account.

ARTICLE 5 - CHAXGES AND CLA Il\fS

5.1 Chang<'"s. \\1hen Contnu.."ior so orders in writing, and without

nullifying Un~ Subcontmd, Subcontrador shall make any and all changes in thc \Vork, winch arc within the gcneral scope of the Subcontract.

Adjustments in the Subcontract Price or Contract time, if any, n:sulting from such chang!.,;; shall bc set forth in a Subcontrad ehangc order to the cxtent, less Contractor's Cf)sts or damages, obtained by Comractor undertbe Prime

Contract. No such adju~tment~ shall be made for any such Work petionned by Subcontra.Lior th,:lt has not been so ordered by Contractor.

5.2 Claims Relating to Owner. Subcontractor ab'f~es to make,and pursuc to resolution, all daims for exknsion oftimc, damages for delay or

otherwL~e, arising Olrt of or relating to changes di rected by Owner, deticiencies in the Contract OocumenL~, or other acts or omissions for wh ich

Owner is or may be liable to Contmctor, in the manner provided in the Contract Docwnents for like claims by Contractor upon Owner within seven

(7) calend1r d1YS prior to the Ix:guming of such Subcontractor" s Work or the event or situation for which the c1aun is to be made, or inmlediately upon Subcontntetor's finn knowledge of the evcnt or situalion, whichevl'f l'in;t occurs. SubcontractQr agrces to bc botmd to Contmetor to the saIlle extent

that Contractor is bound to Owner both hy the temlS of the Prime Contract and by any and all decisions or ddenninations madc thereunder by the party

or entity so authorized in the Prime Contract, if applicable. In tbe event the Prime Contract contains a provision, hereinafter called OiSPlrteS Clau~e,

whereby claims may be resolved wider anadmunstrative procedure or by arbitration, then as to mly claims of Subcontrnctor for or on accOlmt of acts or

omissions of Ow ncr or Dcsignerwhich arc not disposed of by agrecment, OJntnu.."1or agrees to aid and cooperate with Subcontractor and to present to Owner. in Contrador's naIlle, all ofSubo..'ontra~tor' s daiIm for additional

Illondary compensation or tin1e ex\i....1lSion; and to further invoke, on behalf of Subcontractor, those provisions in the Prime Contract for detemlining disputes. Contractor shall have the option to present such c1aim.~ upon Subcontractor's behalf; in advance of ilnd WithOlrt Subcontractor's written

request or consent. Subcontractor shall have till! responsihil ity for

preparation and presenL11ion of such claims mid shall bear all expenses thereof, including all attorneys' fees. Subcontractor agrees to be bound by

the procedurc and fmal detenninalion as to any such elai~ and will pur:;ue

no independent litigation with respect thereto, pendingtinal detennination under such Oisputes Clause. Subcontractor shall not be entitled to reccivc

mly greater amowlt from Contractor than Contractor is entitled to mid actually does receive trom Owner on account of Subcontractor's \\!ork, less

fiye percent (5%) or Two Ihmdred Dollars ($200.00), whichever is greater, for administration of Subcontractor's claim by Contraclor, and Subcontractor

agrce~ that it will ace!..'])t such amount, if any, recci\"cd by Contractor from O\'ller, less said adnnnistratiw fee and less mly recoupment or setoff that may bc applicable undcr this Subcontrad, as full satisfa~,tion and discharge of all dainlS for or on aceotmt of acts or omis~ions OfOWIK"T or Ucsigner

5.2.1 Subcontractor shall be bound by OJntractor's detennination, made in good faith, as to apportionment of any anlOwlts received from Owncr on bchalf of claimants, including Contractor,

Subcontractor mid other subcontrnctors or suppliers, whose work is afrected by any act or omission of O\\l1er or Designer.

5.2.2 In consideration for Contractor's agreement to aid and

cooperate in Subcontractor's claims relating to O\\1ler, Subcontractor hereby

relinquishes and waives any rights that it may have to pursue such claims under a claim on Contractor's bond, if any, pursuant to the .\-[iller Act or any

st:lte bond claim statute.

5.2.3 If Subcontractor makes a claim for additional compensation, ~uch claim shall confonn ~triet1y to the requir~m~nts of the

Contract Documents, and shall also ulclude a certified statement as 10 the validity of tact.~ and costs in the tollowing foml unless a diffe rent tonn is

required by the Contract Documents UI winch case Subcontrnctor shall execute that fornl:

"Under penalty of law for perjury or falsifICation , the undersigned [insert name and title of person signing] of [insert name of Subcontractor] certifies that this claim for additional compensation for work on the Subcontract is a true statement of the actual costs incurred on the Subcontract and is fully documented and supported under the Subcontract and that Subcontractor is entitled to payment of such amount."

[sign and ha ve notarized]

5.3 Claims Relating tu Contmctor. All dainlS, disputes. and other marters in question between Contractor and Subcontractor not relating to claims included in Subarticle 5.2, shall he resolved in the manner provided in

Article 13 herein. Subcontractor shal l gi\"e Contractor written notice of any such claim \"ithin three (3) days of the evellt for which claim is made; otherwise, such CbUll shall be deemed waived.

5.4 Delay. If the progress of Subcontractor's \Vork L~ suhstantially

delayed wi thout fault or responsihility of Subcontractor, then the time for Subcontmctor's \Vork shall be extended by change order to the eh1ent

obtained by Contractor lmderthe Contract Doctmlents, and the schedule of \Vork shall be revised accordingly. h I no event shall Contractor be liable to

Subcontractor for any damages or additional compensation as a consequence of delays caused by any Pl'fSOII unless Contrador has [m;! recovered the same on bchalf of Subcontractor frOill Owner. Apart from recovery by Contractor

from Owner, Subcontractor's sole and exclusive remedy for delay ~hal1 be an cxk m;ion in the tirnc for perfomlance or Subcontractor's Work. No

extension oftime or any other remedy for delay will Ix: allowed unless wri tten claim is made within five (5) calendar days from the delaying event

and in tune to preserve such claim for Contractor under the Prime Contraet.

5.5 Liquidated Damages. If the Contract f>oc uments pro\'id~ for

liquid11ed damages for delay Ix:yond the completion date set forth in the contract document.~, and are so assessed, then Contractor may a~sess same against Subcontnu_""1:or in proportion to Subcontractor's share of the

responsibility for such delay, regardless of eallse. However, the amount of

such as~essmC1lt shall not exceed the amotmt assessed agaulSt Contractor. .i\othing UI this Subarticle shall be construed to limit thc damagcs reco\"erablc from Subcontrador by Contractor or others arising out of the Wori<:. Such damages may indude, and arc not limited to, damages ror dday to Contractor

by Subcontractor, or it.~ agent.~ or employees, which delay does not give or has not gi,'en rise to a claim of damage on behalfofO\vner.

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ARTICLE 6 - OBLlGATIOXS TO SIJRCO"l,'TRACTOR

6.1 Authorized H..eprt'se"t~dh·e. Contract/Jr ~hall designatc one or more pcn;OllS who ~hall bc COlltrdctor'~ r~'Presentativcs on-site and ofr·~itc Such authori7.ed representative(s) ~hall he the only rcrson(~) Suhcontractor shall look. to for instructions, orders, and/or directions.

6.2 Storage and Shak(" Out An'"a Allocation. Adequate storage and ~hakc-out arcas, if available, shall be allocatcd by Contractor, at Contrdctor's option, [or Subcontractor's makrial~ and equipment during the course ofSuheon tractor'~ Work. Suhcontractor shall hear the risk ofloss of Su\x:ontl"",tCtor\ materials and equipment so stored.

6.3 Timel.'" Communications. Contractor shalltransmil. wi th reasonable promptness, all submiuals, transmittals, and wri llcn approvals rdatingto Subcontractor's Work

6.4 "'on-Cuntracted Senices. Contractor agrees, except as othenvi~e pro\'ided in this Subcontract, that no daim or baekcharge fOr nOlI­contracted construction services l"(."T1 dered or materials furnished shall he valid unkss Contractor provides Su\x:ontmetor with wrillcn notice of such elaim within five (5) days oftirst fhrnishing said services or materials except in an emergency am:cting the safety of persons or property and unless written notice of the charge therefore is given by Contractor to Subcontractor not la1.er than the 10th day of the ealend.1r month following that in which the daim originak"><i .

ARTICLE 7 - ORUGA TIONS OF Sl:BCONTRAC'TOR

7.1 ObUgations Derh·ath·e. Exe"'Pt l~ OUICfWisc provided in this Su\x:ontntl1., SU\x:Olltractor binds itsc1fto Contractor under this Su\x:ontract in the same manner a~ Contractor is hound to Owner under the Contract Docum (""T1ts

7.2 Responsibilitks. Subcontractor shall furnish all of the labor. mat.:rials. cquipmcnt, and ~er\"ices, including, but not limikd to, compdcnt supcrvi~ion, shep dmwing:;, sample~, tool~, and scalIolding as arc ncccs~ary for the proper perfornlance of Subcontractor's Work. Subcontractor shall he re~ponsib1c for: its suh-su\x:ontraetors and supplic~: 1csts relating to the Subcontract \Vork; taking .offie ld dimensi.ons; .ordering of materials; and, all other actions as are required to meet the schedule of Work.

7.3 Temporary Senices. Suhcontractor shall Ihmish all temporary services and facilities as set forth in the scope of Work.

7.4 Time of Perfonn.mce.

7.4.1 Time is of the Essence. Subcontractor shall procced with the Work in a prompt and diligent mmmcr, in accordanec with Con tractor's schedule as rcasonably amcnded from timc to tinlC. Time is of the f!j·sellce. Subcontractor shall be entitled to additienal time for compliance with schedule amendments only to the e:..1ent that C.ontnu_--tor is gran1cd the samc from OWnl'f.

7.4.2 Sch('"dulc. If requested by Cont:nu..1:or, Subcontractor shall submit a det,1iled schedule for perfonnance of the Subcentract, in a fernl acceptabk to Centracter, which shall comply with all scheduling requirements of the Contract Documents. Subcontractor's schedule is subject to the approval of Conlrader. Contmdor cxpn;ssly rCSerVl'1i thc right te requirc rcvisions and modifications thereof. Once approvcd, Subcontrador's schedule may not he changed without the \ .... Titten consent and approval of Contractor.

7.4.3 Coordinatiun. Subcontractor acknowledges that the Work may at timcs rcquirc the j oint occupancy .of the j ob site by Subcontractor and othern whe are also perfomling work at the site. Subcontractor shall coordinate it<; Work with the work of Contractor, other subcontractors, mId Owner's other centmctors, if any, so no delays .or interference will occur in the completien of any part .or the entire Project. Subcentractor shall inlliediateiy advise Centractor of any ImreasOllllble interference by ether contracters, subcentractors, .or oth ers. enless otherwise specified, Su\x:ontractor shall comple1c all daily work. opcmlioml not la1cr th,Ul 5:00 P1I.

7.4.4 Dama!,!:cs. Subcontracter eJo..-pressly agr<!tls that in no cvent shall Subcentracter d aim, ner bc entitled te claim, frem Contractor, ner shall Centractor be liable .or .obligated to pay to Subcontractor, any monies

for dalIll\gcs sufi(''fI:d or claimed to have bCl'll sutTcred or sustained by Subcontractor for add itional overhead, cost oflaho r or material, or otherwise, due to or aris in g out of any delays, d isruptions, .or suspensions in ped'ennance or cempletion of the Work, whether or lIet contemplated by the part ies hereto, by reason of Contractor's .or (h\ller's acts or omissions, weather, site conditions, or for any other reason whatsoever. If Subcontmc1or's perfollnance herelUlder is delayed, dismpted, or suspended

by any act or omissiOiI of COlI tract .or, Subcootral1.or ~hall bc cntitled to a time e:..1ellSien .only fer slIch delay, disruptien, .or sllspensien if Subcontractor ~hal l have given Contractor written noticc of such delay, disruption, or su~pensioo within three (3) calcndar days of the occurrencc th,,'fcof. Such time extension shall he in full settlement of any claim Suhconlractor may have lor delay, disruption, or sus~nsion.

7.5 Autholbed Represent:.tti\'e Subcontractor shall des ignate one or more persons who shall \x: Sub<..'ontmdor' s authorized representatives on ­site and oft~site . Subcentractor shall infernl Contracter .of the identity of the person(s), in \\Titing, within five (5) days of execution ofthi<; Subcontract.

Contractor shall issue instmctions, orders, or directions only to the pers.on(s) so designated. Subcontractor shall not reassign or remo\'e any designated reprcsentat ive without the prior written authorizatiOiland COilSent .of Centractor.

7.6 Pro\ision for Inspection. Suhcontractor shall noti fY Contractor when portions.of Subcontractor's \Vorlc are ready for inspection. SubcOlltmc1or shall fillnish to Contractor and its represent.1tives ample facilities at all timcs fer inspection ofnlllterials at thc ~ ite, at the sheps, .or any place where materials lUlder tins Subcentract may be in the cO\ll"se .of preparation, process, manufacture, or trcatlncnl.

7.7 Reports by Subeontractol·.

7.7. 1 Weekly Progress Reports, Suhcontractor shall he required te subnnt weekly progress reports winch shall cout.·un a st.·uus repolt conceming any and all .of Subcentracter's Werk: under this Subcentract

which is currently in pregrcss, regardless of the locatien .of such \\"ork. Said reports shall show the progress of manu£1Ctnre, preparatiOll, and installatien in ~ueh detail as may bc rcquired by Contractor, including plan~, dmwing:;, .or diagrams. Subcontractor shall also includc WiUI the progrcs~ rcport a "construction look ahead" which specilies the work Suhcontractor expect<; to iX''I"fonn in thc next threc (3) succccding weeks.

7.7.2 Dail.'"· Force Reports Eaeh day, Su\x:ontraetor ~h all

~ubmit to Contractor a Daily Foree Rcport indicating all of Sllbcolltractor'~ personnel , including lower tier subcontractor's personnel, who are present on the job si te. The report shall designate whether the individuals are stall' or

craft.

7.7.3 Other Repurts. Contractor shall have the right to require Subcontrador te prcpare IUld submit such reports and/or scheduk~ as may \x: requested hy Contractor. Contractor shall direct Subcontractor with regard to the infollllation to he included in, the lonnat 01; and the timing required for, such reports . Subcontractor shall submit the required infonnation in accordance with such directions.

7.8 Safety and Cleanup

7.11. 1 Suhcootractor acknowledges and agrees that it has the duty and obligation to fwnish its employees, and the employees of others, a safe place to \vork whether on-site or .off-site.

7.8 .2 In the pcrrollllanCC or the work, Subcontrader shal l confonn to thc highest safety pnwticc standard~ . To that clTect, Subcontractor shall organize and vigorously maintain a comprehensive Safety Program covering all phases of the work which shall conlonn to all safety practices required by Contractor, Owner, and all federal, St.1te, or local laws, rules or regulations app licable to health and safety and all ether legally required safety and health standards, .orders , m les, regulatiOlls, and other laws. Subcontracter shall be solely responsible for ensuring compliancc WiUI Su\x:ontra(.,1.or's Safety Program and such laws, rules, or regulat iens, and may not rely on Contractor or Owncr to enforce the same. In addition, Subcontractor shall premptly furnish to Contmctor a writtcn

report of all health or ~afcty in~pect ion~ by gevernmental ag("llcies.

7.8.3 Centractor has the authority to stop Subcentractor's Werk in the event Subcontractor fails te cOinply with COiltractor's, Owner's, or any

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federal, state, or local ~fety ruquirements If Subcontractor's Work is ~topped, Subcontractor shall take immediate ~teps to comply with such requirements. Subcontractor may resume work only after receiving Contractor's \vritten authorization to do so.

7.8.4 Subcontractor shall fmnish its agents and employees with all ni.:~'i.:Ssary protedive clothing, proteetiw equipmi.:nt, IUld mOllitoring equipment, and shall conduct a "Safety OriClltation" for all new hires.

7.8.5 Subcontractor shal l designate a '·Safety Representative" to implement and maintain Subcontractor's Satety Program on all shifts

worked. The Safety Represen1ative shall have the Authority to stop Subcontractor 's Work in the event of 1m safe or potentially unsafe conditions.

7.8.6 Within 24 hours after each occurrence, Subcontractor shall r umish to Conlraetor a writkn ro:port of all aco; id(..-n[a\ injurio:s to pi.:rwns or damage to property. A eompler.! accident investigation repon shal! be ~uhmitted at the same time. At the end of each month, Subcontractor ~hall submit monthly injury statistics on fonns specified by Contmetor or Owner. Contractor's authorized representatives shall be given access at all times to Subcontractor's records, doclllIli:nts, files, wOIkplacc facilities, and persOimel, in order to audit, verify, and evaluat e compliance with safety

requiremenls ifContrador choo~~'1i to do so.

7.'1..7 Subcontractor is required to comply with all applicahle "Hazard COIlummicatioillRight to Know" bws eonceming toxic or hazardous substances Subcontractor shall maintain an index of those materials which are stored or used in the pmonnance of the Work which cont1in toxic or hazardou~ substances. A copy of said list shall be provided

to Contractor. Subcontractor shall maL.: 1Iakrial Safdy Data Shi.:els available to all its employces. Copies of an reports madc pursuant to thc r.,·fater ial Sarety Dala Sheets ~hall he rum i~hed to Contractor.

7.8.8 Subcontractor, and all it~ ~uhcontractors, is required to maintain a dmg and alcohol free working envirorunent, cOilSistent with the established policies and prognuns of Contractor and 0\\1Ier. SubcOiltractor shall, without fail, eOlldu("1 ncw hire, post aeeidcnt, and reasOilable eausc drug and alcohol screening tcsts.

7.8.9 Subcontractor shall keep the Project and its premises free from debri~ and unsafe conditions r!!sul tin g from Subcontractor's Work, and broom-cleml each work area prior to discontinuing Work each day.

7.8.10 If Subcontractor fails to commence complimlCe with the dul i c~ or this Subartick 7.8 within 24 houn; aft...,r rccc ipl rrom Contractor of wrillcn notice of non-compliance, Contractor may perfonn such nece~sa ry cleanup or implement safety mea.~ures without further notice and deduct the co~t thereof from any amounts du!! or 10 become due Subcontractor. Abnonnally frequent injul1' to workers or hazardous construction practices is cause for termination of the Subcontract.

7.9 Protection of the 'York Subcontractor shal l take necessary precaution~ to properly protect Subcontractor's Work and the work of others from d1111age caused by Subcontractor 's operations. Should Subcontractor cause damage to the work or property of Subcorr1ra.ctor, Owner, Contractor, or othen;, Subcontractor shall promptly rcmcdy such "'UllagC to thc satisfaction of Contractor or Contractor may so remedy and deduct the cost tlK'reof rrom any amounts due or to bi.:o..:ome dui.: Subconlntctor.

7.10 Taking PosS<'Ssion of Subcontractor's Work Even though the time for Subcontractor' s perfomlance has 110t e:.."pired, COiltractor and 0\\11er

have thc right to take possessiOiI of, and to usc, any completed, or part ially completed, portions of SubcOirtractor's "·lork. '.!hc exercisc of such rights shall no bc dCi.:!1li.:d a unal ai.:o..:i.:ptance orthe Work or a waivCT or any otl](""1" rights of COlI tractor or O\\11er.

7.11 Perntits, Fees, and License~. Subcontractor ~hl\l1 giw adequate no tio..:es to authoritii.:s pertaining to SubcOiltractor's \VOIk and ~ceure Imd pay for all perm it~, fees, licen~es. a%eSSmenL~, inspections, and taxes neces~ary 10 compktc Subcontractor's Work in accordanco..: wi lh tho..: Contrao..:! Docunwnts. To the extent obtained by Contractor under the Contract Documents, ilnd directly appl icahle and a110wahle to the Work, Suhcontractor ~hall he

compensated for additiOilal costs resulting frOin laws, ordinances, mles, regulations, and Lues enacted after the date of this Subcontract.

7.12 Assi~ment. Th is Subcontract is personal to Subcontractor SubcOiltractor shal l not assign this SubcOlrtract nor its proceeds nor subcontract the whole nor any part of Subcontractor's Work without prior wrilten approval of Contractor. Any assignment without such approval shall bc invalid, uncnforceablc, and void.

7.13 Subcuntractur's Investigatiun~ and Representations. SUbo..:OIltractorrepresent~ thllt it is fully qualifii.:d to p~'Tfonn the Subcontract Work, and acknowledges that, prior to the execution of this Subcontract. it ha~ (a) by its own independent i11\'e~t i gation a~eer1ained (i) the Work required by this Subcontract, (ii) the condit ions involved in perfonning the Work, and (iii) the obligations of th is Subcontract and th!! Contract Documelrts, and (b) verified all infonnation fumished by Contractor or others satisfying itself as to the correctness and accuracy thereof. Any fai lure by Subcontraclor to indepi.:ndently invest igate and bceomc fu lly infomlcd will not relicve SubcOiltraetor from its ri.:~po n s ib il i ties her.:undcr.

7.14 Approvals.

7. 14.1 SubcOlltractor warrants and agree~ that it can and will obtain all requisite approvals frOin O\\llCI" and licensing agenci(..'1i as to its el igibility to S(..-rve a~ a subcontractor and approvals of 1111 mato:rials and pi.:rfOmlano..:e of the Work as required by thi.: Contract Documl'lll~

7.14.2 SubcOiltractor shall deliver to Contractor copies of shop drawings, culs, smnples, mid material lists required by Contractor or the Contract DOCLUn("'11ts within sufficicnt time so as not to delay pi.;rlollnanec of the Project or within sufficient tune for Contmctor to submit the samc within thi.: lime stated in the Contract Dowmi.:nts, whio..:ho..:ver is earlier. Any dcviation from the Contract Doo..:umcnts shall bc dearly idl'lltifii.:d on ~hop drawing;. "\,Totwi thstanding any general approval granted by Contractor or Owner, all Work ~haH be in accordance with the Conlract Documents

7.1 5 l\"ieetillgs. SlIbcontract.or agrecs to attend weckly Oil-site mi.:ctings irl"\:l[uired to do so by Contrao..:toror Owno..:r.

7.1 6 Prcvailing Rate ofWagc. When required of Contractor under thi.: Prime Contrao..:\. or where ri.:quircd by law, Subcontrao..:tor exprussly agree~ to bc bound by mId comply with any prevailing rate of wage laws applio..:ablc to Subcontractor's \Vork

7.1 7 Lh~ellse, Subcontractor represents that it is and will rClllaUI properly licellSed as required by the OregOiI ConstmctiOiI Contmctors lloard Imd ORS Chllpll-r701, and th llt its subcOlltrao..:tOt1l (irany) 111"1: and sha11 fi. .. main properly licensed to IX-Tlonn all \VOTh. rcquired tmder this Subconlract.

ARTICLE 8 - PERFOR\'1ANCE OF \VORK

8.1 Layout Responsibility. Contractor or O\vner shall establish principal ace!!ss lines and le\'e ls whereupon Subcol1lractor shall lay out and be strictly responsible for the accuracy of Sub contractor's Wolk and for any loss or damage to Contractor or contractors or subcontractors engaged in wOIkon the sitc by reason or Subcontra(..10r's failure to pi-TIonn its Work corrcctly. SlIbcontmclor shall exercisc pmdence so that actual final conditions and ddaib will rcsult in pcrro..:i.:t alignment or finished surraecs.

8.2 Workmanship. Every part of Subcontnu.."1or's Work shall be executed in strict accordance with the Contract DOClmlelI1s UI a sound, wOThmanlike, and substantial mamler. All materials used in Subcontractor·s \Vork shall bc flmtished UI sufficient quantities to facilitate thc proIX-"'T and C);:pi.:dit ious execution ofthc Work, and shall bc ni.:W except ror such materials as may bc cxpres~ ly provided in thi.: Contnto..: l Documi.:nt~ to bc otherwise.

8.3 Materials Furnished by Others. In the evcnlthe ~copc of Subcontractor'~ Work includes in ~tallation of malerial~ or equipment rurnished by oth.:rs, it shall be the responsibil ity or Subcontractor 10 examine the items so provided mid thereupon handl!!, store, and install the items with such ski ll and care a~ to insure a sati~faetory and proper in~tallati on. Los~ or damage dlle to acts ofSubcont.ractor shall be deducted from any amounts due or to become due Subcontractor.

8A Substitutions. No ~ubsti tutions shaH be made in Subcontractor's \Vork without first recei\ing all approvals required under the Contract

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Uocwn"nls for ~ ub~titutions. Subcontrador ~hall indenmify Contractor for any increased costs, including overhead, incurred by Contractor as a result of such substitutions, whether or not Subcontractor has obtained approval

thereof and such costs IlIay be deducted from any aIlIOWlts due or to become due Subcontractor.

8.5 Usc ofConfrnctor's F..quiJlmcnt. Subcontractor, its agents, employees, subcontractors, or suppliers shall not use Contractor's equipment

or equipment rented by Contractor without the ex-press \uinen pennission of Contractor's designated represenL1tive . In the evan that Subcontractor or

any of its agcnts, employees, suppliers, or lower ticr subcontractors utilize any machinery, equipment, tools, scaffolding, hoists, lifts, or similar items owm:d, ka~ed, or und..:r the control of Contmctor, Subcontractor shall

def..:nd, indemnify and hold hannle~ Contra..ior for any loss or danmg..: (including personal inj ury or death) which may arise from such use, eKcept if such los~ ordamag..: shall be fo und to haw bcen due solely to the negligence of Contractor or Contractor's employees.

8.6 Prh·ity, Until final compktion of the Projl.:~'1. Subcontractor agrees not to perfonn any work diruetly fOr O\\n,,1' or any lemmts th""1'eof, or deal directly with (hmer's representati\'es in connection with the Project, unless othenvise directed in writing by Contr<tctor. All work for the Projcct

pertonned by Subcontractor shall be processed and handled exclusively by Contractor.

8.7 Su bcontract Bond. A pertomlallee hond and labor and material payment bond in a foml and written by a surety satisfactory to Contractor shall be fumished if requested by Contract.or at any time in the full amount of

the Subcontract Price and, unless requested to be included ill the Subcontract Price, at Contractor's expense, exccpt that such cxpcnse to Contractor shall not exceed the standmd bond rate for such worlc. Subcontractor shall be reimbursl.:d without n:taillag..: for !hI.: cost ofsu~'h bond(s) upon receipt of invoicc at the timc of the first Subcontract progress paym~'llt.

8.8 "'armn~'. Subcontractor warrants and glk1rant.!es its Work against all defieicncy and defects in materials andior worlaniUlShip iUld as required by the Prime Contract. Subcontract.or fru1her warriUlfs and

guanmlecs its Work as its Work is I"IXluirud to b.; wUJT"4Ilted or guaranll'ed by

Contractor in the Contract Docummts. Subcontractor agrecs to make good without cost to Owner or Contractor any and all deficiencies and defeCL~ due to faul ty muteri alandior workmansh ip that appear \Ni lhin the gua!,",mty or

warranty period established in the Contmct Docwnents.

8.8. 1 If no such period is stipulated in the Contract Documents, th(..'I.l such guanmty or warranty shall bc for a period of onc yem from the

datc(~) of substantial completion of all or a designated portion of Subcont!'".lCtor's \Vork or acccptance or usc by Contractor or Owner of de~ ignllli.:d equipment, which..:ver is lllt .... 1'.

8.8.2 Subcontractor further agrees to execute illly special glmranties or warranties that are required for Subcontractor's Work prior to

final paym..:nt.

ARTICLE 9 - DEFAULT

9.1 Fai.lure of PerfOrJnanl"e

9.1. 1 Notice to Cure. If Subcontractor refuses or fails to

supply enough properly skilled workers, or proper materials, or mainL"lin the schedule of work, or tails to make prompt payment to sllb-subcontractors or

for materials, h bor, services, or cquipment, or disregards laws, ordiniUlees, mles, regulations, or orders of any public authority having jurisdiction, or othl.:)"\\i~e is guilty of a material breach of II provlli ion of !his Subcontract,

Subcontml1.or shall bc deemed in default of this Subcontmd If Subcontractor fa ils within three (3) working days after receipt of written notice to commence and eontinu..: sat isfactory correction of sud 1 default with

diligalce illld promptness, then Contractor, \vithout prejudice to any rights or remedies, shall have the right to any or all ofthe foll owing remedies:

9.1.1.1 Supply such number of workers and quantity of nlaterials, equipnK'nl. and ollwr fac il ities as Contractor decn~ necessary

torthe completion of Subcontractor's Work, or allY part thereofwh ich Subcontractor has failed to complete or pertonn after the above not ice,

and to charge the cost thereof to Subcontractor, who shall be liable for

the pa)'Illl.:nt of Sanll.: including reasonable ovcrllCad, profit and attomeys' fees ;

9. 1. 1. 2 Contmct with one or more additional contmctors to perfonn such part o fSubc ontmctor 's Work as Contractor

shall de1ennine or provide the most e:';peditious comp letion of the Pr~iect and charge the cost thereof to Suhcontractor;

9.1.13 Withhold payment of any monies due or to b.;~'01ll": due Subcontractor pending eorrel.:tivc act ion to the exli.:nt

required and to the satis faction of Contractor; and

9.1.1.4 In the event of an emergency, Contractor may proceed as above without notice.

9.1.2 Tennination. If Subcontractor fails to commcnce iUld ~atisfactorily continuc eorwction of a dcf<tul t withi.n three (3) working days

after rec..:ipt by Suoc'onlrw . .:tor of the written notice issul.:d under Subartick 9.1. I., then Contractor may, but need not , in lieu of or in addition to Suharticle 9. 1, I ., issue a second wri tten notice, by cenified mail. to

Subcontractor illid its surety, if any, stating that if Subcontractor fails to eonunence and continue correction of a default \",ithin fony-eigln (48) hours

after receipt by Subcontractor of the second written notice, this Subcontract will be deaned tenninated iUld Contractor may u~e any materials,

impkml'llts, e4uipment, appliw.lCe~, or tools fWllished by or bclonging to Subcontra(..ior to eompletc Subcontmetor's Work and fumish tho~e matcrials,

e4uipmcnt, and10r employ said workers a~ Contractor deems nece~s<try to maintain !hI.: ordl.:r1y progres~ of the Work. All of th..: costs, including reasonable overhead, profit, and attorneys ' tees, incurred hy Contractor in so

pertomling Subcontractor's Work shall be a charged expense against

Subcontractor and Contractor shall have the right to deduct such expense from monies due or to become due Subcontractor. Subcontractor shall be

liable for the paymen1 of iUty amount by which such expense mlly exceed the Impaid balance of the Subcontra..."1: Price.

9.1.3 Cst'" of Subcontractor's EquiJlmmt. If Contractor perl'onns work Imder this Article or sublets snch work to be so pelfonlled, Contractor and/or the per:;ons to whom worlc lms bcen subkt ~hall havc the

right to take iUld usc any materials, implements, equipmcnt, app liiUlCcs, or tools fum llilu:d by, bclongi.ng or dc1iq:1"cd to Subcontractor and locatcd at the

Project.

9.2 Baukl1lptcy,

9.2. 1 Tennination Absent Cure. If Subcontractor ti les a petition under the &l1lkruptcy Code, this Subcontract shall teoninate if

Subcontractor or its trustee rejects this Subcontract or, if there has been a detault, it is unable to give adequate assurance that it will pertoml as required

by this Subcontract or othenvise is unable to cOlllply with the requirements for assmrung this Subcontract wider the applicable provisions of the

UlIIlkruptcy Codc.

9.2.2 Interim Remedies. If Subcontractor is not perionning in aceordiUlee with the Schedule of Work at the time a pctition in J]rulkruptcy is

ftJed, or at illly subsequent time, Contractor, while awaiting the decision of

Subcontractor or its trllStl.:e to reject this Subcontract or assum: thi~

Subcontra(..i and provide adcquatc assurance of it:; ability to perfonn

hereunder, may avail itself of such remcdies under th is SubcontnfCt as are reasonably nl.:~'essary to maintuin the scheduk or work. Contra~,tor may

onset against any sums due or to become due Subcontractor all costs incurred in pursuing any of the remedies provided hereunder, together with Contractor's reasonable ovclhead iUld direct Project expenses incurred in pursuing such remedies, including without limitation, its reasonable attomeys' fees, and, at Contractor's discretion, a reasonable profIt.

Subcontractor shall be liable for the pa)ment of any iUnount by which such

costs may excced the unpaid balance of the Suoc'onlrw . .:t Ptio..:l.:

9.3 Suspension by Owncr. Should Owner suspend the Prime Contract or any pmt of the Prime Contract which includes Subcontractor's

Work, Contractor shall so notify S\lbcontractor in writing and upon reccipt of said notice Subcontractor shall immediately suspend Subcontractor's Work.

In !hI.: ewnt of sul.:h Owncr suspension, Contractor '~ liabil ity to Subcontractor is limited to the extent ofContractor'~ reeo\·,,'l): on

Subcontraetor '~ hehalfunder the Contract Document~. Contractor agree~ to cooperate with Suoc'ontmctor. at Subcontractor's ~xpense, in the prosecution

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of any Subconlrador claim arising out of an Own",.. sWlp"llsion and 10 pmnil Subcontractor to proSl!cutl! ~aid claim, in the naml! of Contractor, for the use

and benefit of Subcontractor or. at Contractor's sole d iscrdion, ass ign Ille

claim to Subcontractor.

9.4 T~r'ninatiun by Own~r. Should Oml(:r h:nninate the Prime Contract or any part oft he Prime Contract \",hich includes Subcontractor's

Work, Contractor shall so notifY Suhcontractor in wri ting and upon rl!ce ipt of said noticl!, this Sub...'011Iract shall also be tenninated ,Uld Subcontractor shall inunediately stop Subcontractor's Work In thl! event of such Owner

tcnnination, Contractor's liability to Subcontractor is lim itcd to the extent of Contractor 's recovery on Subcontractor's behalftmder the contract

doctUlKllt~. Contnwtor agr..:es 10 eooperah: with Subconlrador, al

Subcontral1.or's cxpensc, in thc prosccution of any Subconlrador claim

arising out of the Owner lenninalion and to penn it Subcontractor to prosccutc said claim, in the narne ofContnlCtor, forth..: Wl": and b..."T1c fi t of Subcontractor or, at Contractor's sole option, to ass ign thl! claim to

Subcontractor.

IfOwllI.:r, or an authorized reprcscntativc oCthe Owner, or

constmctioll lender makcs any rcasonab le demand Oil Contractor that Subcontractor be ejcCh:d from the Project, Contractor may forthwith direct Subcontractor to ecase perfonnancc of the Work, !md in that ewnI

Suhcontractor w ill pay Contractor th e difterence hetween thl! total cost t o Contractor of thl! Work required by tbis Suhcontract and the cost of the

Work requ ired by this Subcontract had it been perfoffiled and paid for in accordance wit h the terms of th is Subcontract.

9.5 T~rmiJtatiun for Con'·~n.i~nce. Contraetorha~ th..: right to order Subcontractor in writing to suspend, delay, or intemlpt all or any part of

Subcontractor's Work for such period of tim I! as maybe detennined to hI!

appropriate for the convenience of Contractor. In addition, Contractor has the right, at mly time, t o terminat l! this Subcontract for mly cause or no causl!.

Subcontractor shall notify Contractor in writ ing within twenty (20) working (i.1ys aftl!r r<!Ceipt of Contractor 's tenllination ordu of the dfect of such order

upon Subcontnlctor 's Work, and Subcontract Pric..:, or Subcontraettinle ~hall

bc adjusted b y Subcontract change ord..:r f0r any increase in tho time or cost

of perfomlance of this Suheontract caused by such temlination, suspension, dclay, or interruption. No c1uim un(.kr this /uticle shall be allowcd for any

costs incuTTl!d more than twenty (20) working days prior to Subcontractor's

notice to Contractor. If this Subcontract is terminated for conveniencl!,

Subcontractor shall be entitll!d to be paid a portion of the Subcontract Price based on the reasonabk valul! of Work properly performed prior to such tcnllinatioll plus rl!asonable diroct closo-out costs, less partial payments previous ly marle, except that ifthue is also a tenllin ation for convenience of

the Prim..: Contract, Lcmlinution scllkml,..llt shall bc as provided in Ule ('ontmd lJocl.lIllCnts. Howcvcr, ncithor the Subcontrad Pricc nor the

Subcontract time shall be adj usted under this Art icl e for any temlination, suspension, dday or inh:m lption to Ihe extent that perfonnanee would have

been so suspended, de layed, or interrupted by thl! fauit ornl!gligence of Subcontractor.

9.6 Wron~ful Exercise. TfContractoT\\Tongf'ully I!xercises any

option under this Anicll!, Contractor shall be liable to Subcontractor soll!ly

for the rl!asonable value of Work perfonlll!rl by Suixontractor prior to Contractor's wrongful action, including rl!ltSonabll! overhead and profit, and

reasonable closeout costs, less prior pa)lllcllls made.

ARTICLE 10 - LABOR

10.1 Collective Bargaining Agreements. Subcontractor agrl!es to be

bound and comply with al l applicablo onforccablc provisions of cach

collective bargaining agreement to which Contractor is signatory, if any, mId to indemnify Contractor rrom any and all liab ility, dainl. loss. cause o f aetion, caWle of suit, or danmg..:, including ~tandby and start-up costs suJIerod

by Contractor, resulting in anyway from Subcontractor not be ing signatory to. or failing to comply wi th, the requi rements of any s uch agreements executed by Contractor or Subcontractor ill effect during Subcontractor's

pertomlance of/hI! Work Subcontractor assumes the responsi bility of

familiarizing itself with all labor agreements that m.ay be applicabll! to this Article. Failure at any timl!to comply with any of the provisions of sllch

agr..:..:nn:nts will, at thc option of Contnldor, bc eause for immediaLc tcnrunation ofthis Subcontract for default and Contractor shall have all ofthc

righ ts conta ined in Artid e 9 he['\;of w ith regard to such temlination.

10.2 Lahor Relations . TfSubcontractor employs workers who are

members of the building trades lmions or subject to any othl!r collective bargaining agreetlll!Ilt, thl!n, before COlIlIll<!IlCing the WOlk, Subcontractor

shall hold, mId participate in, a 'jurisdictional" mocting with all trados whosc members lllay be involvl!d in the work Subcontractor shall fllm ish

Contr<lctor a wri tten report of su~'h meeting. and ~hal1 not ify Contractor of

lmy unusual or out ortho ordinary jurisdictional assignmmt~ bcforc mado by Subcontractor.

10.3 Labor Hannony. Ifby roason ofstrikcs, pick..:ting, or disputes of mlY nature bctween Subcontractor and any individual, group, or organization or infomlational p ickeling of any kind. Subcontrador should for

II period of throe (3) con~ocutiw day~. bc tmabk to supply enough propl'fly skilled workers or matl!rials or equipment to per/oml Subcontractor's Work.

then Contractor may tenninate this Subcontract fo r default and procl!ed in

accordance with Article 9 hl!reof.

ARTICLE 11 -[]\l)E l\lNTTY

11.1 Indenmitication Rcgluding Subcontractor's Perfonnancc.

SubcOlItractor shall defl!Ild, indemnifY, and hold hannless "Indemnitl!es" which arc: Ownor, IJcsigner, Contractor (induding its affiliates, paronts, and subsidiaries), and Contractor's surctics from and against all claim:;, caWles of

action or sui t, damages. liability. losses. and expenses. including, but not limi ted to. allonwy fecs, arising out of or rl'Sttiting from the perfomlam:e of Subcontractor's \\'ork, provided that any such claim, causl! of action or suit ,

danlage, liabi lity, loss, or I!xpense i~ attrihutable to bodily injury, sickness,

disease, or death or to injury to or destructiOlI ofL1ngibll! property, including th e loss of use resuiting thl!rl!from, to the eJ..ient caused in whole or ill any

part by the fauh of Subcontractor or anyone directly or indirectly employed by Subcontractor or anYOlle for whose acts Subcontractor may be liabll!,

regardless of whelher it is caWl ..:d in part by a party indcnmifiod herotmder. Such obligation shall not bc construcd to negato or abridgc, or oth,,-,...,vise

reduce any other right or obligation of indemni ty that would otberwise exist

as to any party or p..:n;on described ill this Article. Notwithsttulding any other

provision of/his Artic ll!, in no instancl! shall Subcontractor be required to indemnify an Tndl!mnitee against liabi lity for damages arising out of death or

bodily injuf)' t o persons or dmnagl! to property causl!d solely by that TndetIlIlitee's Ill!gligence or w illful m isconduct. This indenmity obligatiOll

shall survive tenninatioll of or fmal paymcntun der the SUbcOlltract.

11.2 Equipmcnt Use. Tn thl! I!vem that Subcontractor or auy of its agl!nts, employee~, suppl iers, or lower-til!r subcontractors utilize any

machinl!lY, equip111l!nt, tools, scaffolding, hoists, lifts, or similar items belonging to or under the cOIltrol of Contractor, Subcontractor shall be liable

to COlltractor for any loss or damagc (including pcrsonalu~ury or doath) which may arisl! from such use, exc<!pt where such loss or damage shall be

round to havo bcen due soldy to the nogligenco o r Contr<lclor' s employ..:es

operating Contractor-ownod or Contractor-k a.sed equipm"llt.

I 1.3 No Limitation Lpon Liability. In any and all daullS against O\\11cr, Designer, Contractor (including its affiliatos, parents, and

~ubsidiaries). and other contractors or subcontmctors or any of their agenl~ or

employees by allycmployec orSubcotJtra~'tor, anyone d irectly or indirectly I!mployed by Suhcontractor or anyonl! tor whosl! acts Subcolltractor may be liahle, thl! indl!mnification obligation under th i~ Art icle shall not be limited

by mlY ilIlIllIlIlities or limitations onthl! alllolUrt or type of d1111ages, cOmpetLSation, or bendits payabk by or for Subcontractor lUldl!r workers' or

wod:men's compcnsation acts, disability benefit acts, or other employee

benefrt acts. SubcOlltractor eJ..l)ressly acknowll!dges that the foregoing waivcr of such inununity(ios) was ~eparlltdy negotiakd lmd mutually agn;od

upon by Contractor and Subcontractor

Subcontractor's assnmption of liability is independent from, mid not limited in any manner by, Subcontractor's insurancl! coverage obtained

pllrsumlt to this Subcontract or oth l!rw ise. A ll amounts owed by SubcOlltractor to Contractor as a result of th e liability prov isiOlIS of this

SubcOlltract shall b e paid upon domand.

11.4 PerfOimallc(' Failure. Subcontractor shall be liabll! t o Contractor tor all costs, direct or indirect, \",hich Contractor or o.vner incurs

as a result of Subcontractor's failurl! to perfonn this Subcontract, or any part herl!of, UI <U.--cord1nce with its tenlLS. SlIbcOlIl.nu..10r's failure to perfOllll shall

indudc, but not b..: IimiLod to, thc failuro of its suppliers and/or subcontntctors

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of any tier to perfonn. 'lhe liability of Subcontractor and it:; sureties (if any)

~hall include, hut not hI! limited to, (1) liquidated or actual damagl!s and other delay costs payahle by Contractor to Own~r; (2) Contractor's increased C{)SL~

of perfommnce, including el<.lended overhead atld othl!r costs resulting from Subcontractor-caused delays or improper Subcontractor Work; (3) warranty and rewOlk costs; (4) liability to third patties, including Subcontractor's employees; (5) cost to complete Subcontractor's Work; (6) a1tomey fees ,Uld

rdated costs; and (7) ~\.Uns cqualto bcncfits paid for or on bchalf of Subcontractor or to Subcontractor's employces wherc such bcnefit payments

arc charges to Contntctor under any merit plan or to Contra~tor' s individual n;~erw account pursuant to any wOlkers ' or unemploYTIIent compensation

insurancl! policy or statute.

11.5 Compliance \Vith Laws. Suiwontractor agrees to be bound by, and at iL~ own cost to comply with, all fedl!ral, state, and local laws.

ordinances. and regulations (hereinal1er collectively rcf\.-"1Ted to as "laws") applieabll! to Subcontractor's Work, including, but not limited to, equal I!mployml!nt opportunity laws, ~Ilinority and Di~advantaged and Wonten

Bu~iness Entellrrise laws, the Oeenpational Safety mId Health Act in its federal and state versions, tax laws, environmental and h.1ZardOUS subslmlee

laws, and all other laws with which Contractor must comply according to the Coniract DocmIlents. Subcontractor shall he liable to lndenmitees as provided in thc indl.:nmifieation obligation undu thi~ Article for all loss. co~t,

and expense (including, but not limited to, allomey, <.:Onsullant and cxpert fees) attributable to any aCL~ of commission or omission hy Suhcontractor, it~

employees, or agents resulting from the failure to comply with such laws, whether the smne arisl! during or af!!!r completion ofSubconiractor's \Vork,

including, hut not limiud to, any tinl!s, penalties, damages, judgml!nts,

claims, decreases in value of real property, or corrective lIleasures. For example, atld not limiting the forgoing or any other provision of this

Subcontract, Contractor may chargc against sums due or to become due Subcontractor the atllOlUlt of any fines, and the fees, costs, and expcnses incurrcd by ContnlCtor in the deren~e or DEQ, OSHA, W1SHA, OROSHA or any othcr govemmcntal citation:; and/or [me~ arising from or relating to

Subcontractor's failure to comply with provision~ ofthis Subcontract.

11.6 Responsibility tor Work Subconlral,,1.or assumcs the cntirc

responsibility and liability for all Work, supervision, labor, and materials provi ded hercundl,.,T, whether or not erl,,-.;tcd in place, and for all plant. scaflolding, too\:;, I.xluipmmt. supplies, Imd all other things providl,,'(\ by

Subcontractornntillinal aceeptancl! of the Work by O\vner. In the event of any loss, damage, or destruction ther~offrom any cau~e. Subcontractor shall Ix: liable therefor, ,Uld shal1 repair, rebuild, and lllake good said loss, datllage or destruction at Subcontractor's cost.

11.7 Patcnts. Except as othenvisl! provided by the Contract Document~, Suhcontractorshall pay all royaltil!s and license fees which may

be due on the inclusion of atly patented, trndemarked, or copyrighted materials in Subcontractor's Work. Subcontractor shall defend all suits for

claims for infringcmcnts of any patent, trademark, or copyright rights arising Ollt of Subcontrnctor's WOlk, which may he brought against Conlnu.."1or or

Owner. and shall be liable to Contractor I\Jld Owner for al110ss. including aU co~t:;, expen:;e~, and allomey fce~.

11.8 Contractor's Damag<'S. Subcontractor's liability for costs

incurrcd by Conlractor Imdl,.,'f thi s Subcontract shall include a 10% markup.

l1lis markup is not a p'-">Jlalty but is established as liquidated dmnages to compensate Contractor for ill; administrat ive costs and/or to allow Contra~'tor a reasonable profit on work which Contmctor mu:;t penonn, or l,,'Osts which Contractor must incur a.~ a rl!sult ofSuhcontractor ' s failure to properly

per/onn

ARTICLE 12 - INSURANCE

12.1 Subcontractor's Insurnm"c. Prior to the start of Subcontractor' s Work, and hefore any pa)ment is made to Subcontrnctor for y.,rork perfollned on the Project, Subcontractor shall procure for

Subeontntl1.or' s Work and maintain in force the following minimum insurance coveragc and limit:; ofliability lUlless the Primc COlltrnct requires

highcr limits and/or coverage in which case the higher limits and/or coverage

shall be pl"Ol:ured:

Workers' Compl!nsation Statutory I.imits

Federal Acts Coverage (if applicable) St,:ltutory Limits

Employer ' s Liability Insurance Each Occurrencl! I jmit

Disease Each Employee Disease - Policy

$2,000,000 $2.000,000

$2,000,000

Commercial or Comprehensive General Liability InSllfatlCe Each Occurrence Limit $2,000,000

Ueneral Aggregate $4,000,000 Product~/Complcted Operations

Aggregate

PlTIonal and Advertising Injury T..imited Joh Site Pollution

Occnrrencl! Snh-I jmit

S4.000.000

$2.000.000

$1 .000,000

Comprehensive Automobile Liability Insurance

Combined Single Limit S2,000,000 each occurrence nodily Injury & Property Damage S2,000,000 aggregate

0' llodily Injury S2,000,000 each pl,,'fSon

S2,000,OOO each occurrence

Property Damage S2.000.000 each occurrence

Pollution Occurrence Sub-Limit S1,000,000 I!ach occurrence

Commercial General Liability insurance required Imder this Subarticlc ~hall include all major divisions of coverage, ineluding, but not

be limited to, Premises/Operations; Completed Operations; Indepcndent Conlraetors~ Products/Completed Opcrat ions (extending two (2) yeaI'\; a11er completion of the \Vork. or such longer p..:riod as the Contract

Docnment.~ may reqnirl!), Aroad Fonn Property Damage including Compll!ted Operations. Alankl!t XC & C, Incidental Malpractice, Host

Liquor Liability, and Blanket Contractual Liability insurance applicable to Subcontractor's indemnity ob ligations and other contractual indenmities

assumed by Subcontractor under the Contract Documents. l1w Comprehensive General L iability and Commercial General Liability

in~urance policies shall provide aggregate limit~ per project, and shall evidencc such CO\'eragc by usc of endorscment CU 25 03 or equivalent.

Comprehensive Automohi le J .lability in~urancc required under thi~ Subartid e shall also indud..: coverage ror all owned, hir..:d, lea~ed, and

non-ownl!d automobiles.

If Subcontractor, in pelfonning the Work. will be required to employ wOlken; who arc required to be covered undl'f the I'edentl Longshore and Ilarbor Worker's Act, then Sllbcontractorshall obtain such coverage

If Subcontractor's Work involves thl! U~I! of watercraft, Subcontractor

shall procure and maintain Protection and Indl!mnity insurancl! coveragl!

(which coverage shall apply to all ofthe crew lIlembers as well as passengl!l"S) with limits of $5,000,000 or the value ofthe watercraft,

whichever is grcater

If SubcontHlclor's Work. involves the u~e of ail"l.Tafl., Subcontraclor

shall procure and maintain aircraft liahility co\'l!rage on an occurrencl! hasis for owned and non-owned aircrafi, with lim iL~ of Sl ,000,000 per passengl!r or

$5,000,000, whichever is greater.

Subcontractor shall maintain in effect all insurance coverage required under this Article, or by the other ContnlCt DOCUlIl':l\\s, at Subcontractor' s

sole eXJll-"llse and with insurance companies aecl'Ptable to Conlnll'tor. Contractor expressly reserves the right to disapprove of any insurance eompany(ies) proposed to be used by Subeontmctor and to require that Subcontrnctor's policil!s Ix: written by an acceptable company. Contractor

may not, ho\vl!ver, arhitrarily or unrl!asonably withhold it~ acceptance of a

proposed insurance company. In the event Subcontractor fails to obtain or maintain any insurance coverage required IUlderthis SubcontlTh.'1, Contractor may purchase such coverage and charge the cxpense thercofto Subcontractor. Contractor's approval, purchase, or maintenance of any

insunlllee under this Subcontnlct shal1 not constitute a limitation on SubcOl1traetor'~ liability.

Subcontractor's insurance policies must be written on an OCCIllTence basis, with no "SIUlSet" clauses, and shall not contain coverage exclusions for

e.\.vlosion, building collapse, or (i.1mage to undcrgrolmd facilities. Subcontractor's insurance policies which insure against claims for d11llages

to or dcstnwtion of propl,,1ty must also in:;ure against claim:; for the loss of lISe of such property. In addition, insuflUlce policies provided by

Subcontractor shall contain an endoTSl!ment which sp~cifically providl!s

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primary covcntge for the bcnefit of Contractor when it i~ alleged that Contractor has "borrowed" a servant from Subcontractor, or from

Subcontractor's subcontractors, and Contractor is allegedly liahle because of the "Borrowed Servant Doctrine."

Any deductible mnolUlt applied to any loss payable wIder Builders Risklnsuram:e ~hall bc borne by the insured 's intm:st whose Work is damaged in direct proportion as their individual losses shall bear to the

total lo~s . ri!gardless of whethi!r such loss is to work installed and completed, to mater ials ston:d on or ofT sit..: , or to matl...,-ia!s in transit Contractor mId O\ ... ll i!r lli!ither repri!sent nor assume responsibility fo r the

adi!quacy ofthi!ir Builders Risk Insurance to protect the intere~t.~ of

Subcontractor. It shal l be the obligation of Subcontractor to purchase an d maintain any supplement..11)' property insurance that it deems necessary to

protect its interest in the Work.

12.2 Additional Insureds. Except for Worker's Compellsation

insurance policies, Subcontractor shall endorse all policies to name Corrtnu..'1:or (including its affiliates, parents, and subsidiaries), Owner, and

UesigIll'r as addi tional insllI\:ds on a primary l\Ild noncontributory basis with respect to liability arising Ollt of (a) openttions perfOITIled for Contractor or Owner by Subcontractor. (b) acts or omissions of Contractor or o..vner in

cotllection with gl...1leral sup"nision or SlIbcontntdor' s opcmlions, and (c) claims tor bodily injury or death brought againfi1 Contractor or Owner by Subcontractor's employi!i!s, or employei!s of Subcontractor's subcontractors

of mly tier, however caused, related to the pelfonnance of operations Imder the Contract Doclunenls. To the fullest chiem allo\yable under applicable

state law, such insurance aft'orded to Contractor, Owner, and Designer as

additional insureds IUlder Subcontractor's policies shall be primary insurance

and not excess owr, or contributing wi th, lUIY in:;unmcc purchased or maintained by Contractor or O\\11er.

If owners of SubCOlllractor pertoml work 011 or in cOIUlection with thi! Proji!ct, thi!Y shall each e lect coverage for themseh'i!s under the applicable workers' compensation law and insurance policies.

12.3 Required Certificates of Insurance and Endorseme nt Fonns. Prior 10 commencemi!nt of th i! \Vork. or wilhin five (5) days from thi! date of

execution of this Subcontract, whichever is sooner, and as a condition preci!dellt to payIlli!nt for the Work, Subcontractor shall provide Contractor

w ith Celtificates of Insurmlce in a fonn acceptable to Contractor which shall provide satisfactory evidence that Subcontractor has complied with all

i.nsurancc fixluirements ofUns Subcontract and thc Primc Contract. Certificates shall evidence existencc of cndorsement CG2010-1 185or the

equivalent. At Conlrador's soh: oplion, it may n.-quire. in addi tion to

C"Tlifieates of In:;url\llce, properly completed and executed insunUIce endorsemi!11t fimns, in a foml acci!ptable to Contractor, evidi!ncing thi! ri!quired insurance cO\'eragi! and/or ci!T1ilied copi i!s of policies. Such Certificates of Insurance and/or endorsement fonllS shall include a provision

that the coverages afforded thereunder shall not b.! cancelled, IIor IIOIl­renewed, nor restrictive modifications added, lUIless at least thirty (30) days'

prior written notice is given to Contractor, unless a longer period is specifically required by the Conlr4d IJoctmK"TIt:;, in which case the long!..'!"

period shall apply. If the Certificate of hlSurancc inciudi..'S languagc to the eITed Ihal "nlis certificate is issued as a matter of in fomlation only and confers no rights upon the c,,11ificatc holdcr" sllch Ilmguag..: shan bc

deleti!d.

12.4 W:ti ... erof Rights. Contractor and Subeontmdor waiw all rights

against i!ach other and O\\l1er, Di!signer, separau contractors, and all other subcontracto~ for loos or damage to the extent covered by hui lders risk or

completed operations or any other property or equipmi!llt insurance, except such right.~ as they may have to the procei!ds of such insurance; provided, however, that such waiver shall not e:\"tend to the acts of Designer. h l addit ion, Subcontractor's workers compensation insurance policy shall

contain a provision that Subcontractor and its insurer waive all right:; of subrogation or "clainlS ovcr" against Contractor and Owncr.

ARTICLE 13 - DISPUTES

13.1 Go ... errung L:t"' . 'Ibc law of the State of Oregon ~hall govem this Subcontract

13.2 Agreement to Ylediatc. Exccpt for daims for contribution or indcnulity aris ing out of or relating to a lawsuit filcd by or against any plll1y

to this Subcontract, Ule parties mutually agrec that any dispute that may arisc under th is Subcontract will be submitted to a mediator agreed to by hoth part ies as soon as reaSonable after such dispute arises, but in any event prior

to the COllUnenCi!tnent of arbitration or litigation. Such mediation shall take place in Portland, Ori!gon, and thi! mediation fees and mediator's i!xpenses

shall be shared equally by the patties. TIle parties agree to exercise their best efforts in good £1it11 to resolve all disputes in mediation.

13.3 Claims of Subcontractor. As to mly claims asserted by Subcontractor on account of acts or omissions of others for which

Contractor may have a right to claim under the Primc Contract, or for any claims made by others IUlder the Prime Contract against Contractor for which Subcontractor is responsibk, Subcontrlll.:tor agre..:s \0 pro~ecut..: or

dcf' .. "TId such daims in Contractor's name and in accordanec with the provisions ofthi! Prime Contract lor ddermining dispuus. Contractor and SubContractor fUT\lwr agrce [0 cooperale in prosecuting or dcf.;nd ing

c laims. Subcontractor shall have full responsibi lity tor preparation and pre~i!utat ion of ~uch claims and shall bear the i!xpensi!s theri!ot; including

attorney fees. Subcontractor shall be bound by such detenllinations.

13.4 Consolidatetl or .Joint A rbitration. If arbi tration is conducted in volv ing Owncr. Contractor, or any other party concenli ng o r

in any \Vay relating to the work required or a lli!ged to be required herein, this Subcontract, or Subcontractor, Subcontractor expri!ssly agrees to a

cOllSolidated or joint arbitration, if mid as called for by Contrai..'1:or.

13 .5 Venue. If any suit or action is fili!d by auy party to enforci! th is Subcontract or otherwise \ ... ith respect to the subject matter of this

Subcontract, tins Subcontract mId all Work herewlder shall b.! interpreud Imderthe laws ofOregoll, and venue for any suitor act ion shall be Clackamas COllllty, Oregon. By executing this Subcontract, Subcontractor

h",-eby subject:; himself to the jurisdiction of the Circuit Court ofthc State of Oregon in and for Clackamas COWlty.

13.6 '''ork Continuation and Paymcnt. Unless othen.vise agreed in writ ing, Subcontract.or shall cuny on the Work and maintain the Scheduled

\Vork pending resolution ofthe dispute, and, if so, Contractor shall coniinue

to mak..: paynKllts in a~' cordlmce with th is Subcontract.

13.7 Notice ofInt('ut to Prosccute Claim Subconiractor expressly

promises lmd agrees not to make lmy daim against Conlrdetor's SllI\:ty, or

institute IUlY suit, action, or procccding against Contractor or its SUfCty without g iving at l.;ast len (10) days' prior nol ice in writing of an ink-nlion 10

do so. Such notice shall include a gm..:ral statmKllt ofth..: dainltogether with a specific statement ofthi! damages alleged

13.8 Contmctor's Uamages. Notwiths tanding any provision to thc contrary in !lny Article or Subarticlc oftlns Subcontract, Subcontractor's

liabil ity for co~ ts incurred by Contractor on Subcontractor's behalf; or on account of Subcontractor, or otllerwi:;.c undn any provision of this Subcotltract ~ h all include not only COlllractor's direct or out-ot:pocket coot.~ hut also Contractor 's oVi!rhi!ad associated with such costs. In addition.

Contractor shall be entitled to a 10% mmkup on such direct or out-of-pocket costs. This markup is not profit nor a penalty but is established as liquidated dmnages to compcnsaU Contractor for its admitnstrative costs mId/or to allow

Contractor to recover its profit on work. foregone as a result of Subcontractor'~ failure to properly perfoml.

ARTICLE 14 - EQUAL OPPORTUNITY

14. 1 h I comlection with its p...TIonnance Imder tins Subcontract, Subcontractor agrees not to discriminate against any employee or applicant for .;mploYlIlmt bc..: au~c of age. ra..:c, religion, ~cx, color, or national origin. '1he aforesaid provision shall indude, but not be limitcd to, the following:

i!mplo~mi!n t, upgrading, demotion or transfer: recruitnli!n t or recruilment adwrtis ing; layo]f ortcnnination; rdtcs of ray oroth..:r ronr~ of

compensation; and si! lectioll tortrnining, including apprenticeship. Subcontractor agrei!S to post hi!ri!after, in conspicuou~ placi!s, available tor

employees mid applicmrts for employment, notices, prepared by Subcontractor, and approved by the govenunent when required, setting forth

thc provisions of this Article.

14.2 Sub~'ontractor shall pennit access to its books, re~'on\:;. and account~ by representativi!s of Contractor or Owner or any applicab le

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gov"mment ag,,11ey for purposes of invesligation to ascertain compliance with the provisions of this Art icle.

14.3 Tu the ev.::ut of Subcontractor's noncompliance \vith the equal opportunity provisions ofthi s Subcontract, this Subcoutract may be tenniuuted for default.

14.4 Suhcontractor shall include th.:: provisions ofthis Article in .::very lower, tier suhcontract and purchase ord.::r. Th.:: requirements of this Article

shal l b.:: in addit iou to any equal oppoJt\Ulity provisions ofthe Contract Documents.

ARTICLE 15 - INFOR~"lATIO~REQmRED BY O\V~ER

Tn addition to th.:: in lonnation to he provid.::d hy Suocontractor pursuant to other provisions of this Subcontract, Subcontractor h<:reby agrees to provide, at no additional cost to Contractor, and in a prompt and timely fiIshion so as not to disrupt or delay the perfonnance of this Subcontract or the contract between Contractor and 0\\11<:r, any and all additional infollnation relating to

this Subcontract which is rcquired either by the Contract iJocuments or by law.

ARTICLE 16 - .\USCELLANEOUS

\6.1 Lower Tier Pruvisiuns. Subcontractor sha11 indude in all of ils subcontracts and purchase orders relating to th .:: Project, and all other undertakings hetw.::en it and il~ subcontractors and material suppliers for th.:: Project, a payment clause that obligates such lower tier subcontractor or suppli.::r to:

I G. I. I . I Pay Suocontractor's suhcontractors and mat.::rial suppl iers lor satislactol)· performance on the T'r~iect with in ten ( 10) d1)"s out of such amolUlts as are paid to Subcontractor by Coutractor for the \vork of Subcontractor's subcontractors and material suppliers on

the Subcontract.

16. 1.1.2 Pay Subcontractor's subcontractors and material suppliers interest on pa)lllents not made within ten (10) days after pa)"1llCnt by Contractor to Subconlractor for the wolk of Subcontractor·s subcontractors and suppliers on the Subcontract for the period bcginning on the day aficr the required paynwnt date and ending onlhc date on which payment of the amount due is made at the rale applicahle hy law.

16. 1.1.3 Subcontractor shall includc in all of its suix:on\raets and purchase orders relating to thc Project, and aU other undl",Tlaking:; ix:lween it and it~ suix:ontraetors and malcrial supplienl forth.:: Project, a clause that ohligates such subcontractors and material supplier.;; at every tier to include clauses conforming to th.:: standards of Subarticle 16. 1 in each of their contracts relating to the Project at evel), tIer.

16.2 Inconsistencies and Omissions. Should inconsistencies or omissions appear in the Contract J)ocum.::nL~ or this Suocontract, it shall he

the duty of Subcontractor to so notify Contractor in writing within thr.::e (3) working days of Subcontra-.'1or\: discovery thereof. Subcontractor shall comply with Contractor's il\Stmction~ with rcspect thcrl",10.

16.3 Se\'crability and 'Vaiycr. The partial or complete invalidity of anyone or more provisions of this Subcontract shall not alli':ct the validity or continuing force and effect of any other provision. TIle £1ilure of either party hereto 10 insist, in anyone or more inst.1l1CeS, upon the ped'omJanee of any of the tcmlS, CO~'enaJlts or conditions ofthis Subcontract, or to cxereise any right heroin, shall not be construed as a waivcr or relinquishment of such tem\, covenant, eonditi()l1 , or right as rc:;peet further perfotllJaJlee.

16.4 AttOlllCY Fees. Should eidl<:r party employ an anomey to institute suit or action or demlmd arbilmlionlo cnfom; any oflhe provisions hereof, 10 proleet its inkresl in any matter arising und,,'!" Ihi~ Subcontract or 10 coll.::ct damag.::s for the hreach of this Suhcontract, or to r.::co\'er on a surety bond the obligee orwhich is a party to this Suix:onlracL the prevailing party shall b.! .::ntitled to recover from the oth<:r party reasonable attomey f.::es, costs, charges, and expenses .::xpended or incurred therein at hearing, trial, on appeal, or oth.::rwise in an .1lnollilt to be flxed by the court or arbitrator(s) 11le arbitrator(s) in .1lly arbitration proceeding shall have the right to allocate his or their fces bctwcen the pmiics or to charge all of such fces to onc pm1y,

lClthe arbitrator(s) shall deem to bcjusl. ·Ihis clause applies, but i'l nol limited to, proceedings in hankruptcy or otherwise.

16.5 Titles. Ihe titb given to thc Art icJe~ ofdlis Subcontract arc f()r ease of reference only and shall not be rel ied upon or eited lor any other ptltl>'Jse.

16.6 Integration. This Subcontract is solely for the benefit of the signatories hereto and rq)rescnts the ~'lllire and integrakd agreement belw.;;en the parti,,'S hereto and supersed!.'S all prior negotiations, reprcs!"''lltalions, or agreement~, eith .::r wri tten or oral

16.7 Thin! Pariit'S. Nodling in lhis Subcontract, whether c""prcss or implied, is intended to offer or e()nfer any righl~ or remedies under orby reason oflhis Sutx:ontnlCt on any p"'l"Sons otlK'r than the parties 10 il and their respective ag.::nts, oftic.::rs, etc. , nor is an)1hing in this Subcontract intend.::d to relieve or discharge the ohligation or liahility of any thi rd persons to any party to tlus Subcontract, nor shall any provision give any third persons any rights of subrogation or action over against any party to this Subcontract.

16.8 Warntllty {If Actiun. Each signator, by allixing his or her signature hereto, personally certifi es that h.:: or sh.:: is authoriz.::d to do so hy th.:: Chaner, Articles ofTncorporatioll, Bylaws, Operating Agr.::.::m.::nt, goveming bOOy, andior Board of Directors of the entity for which he or she is exeeuting this Subcontract, and that his or her signature shall cause this Subcontract to be binding upon such entity.

c 2006, Advanced T;.;ehnology Uroup, Inc., Hillsboro, Or.;;gon