subcontractor prequalification

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Specification

Section:

Trade:

Please return completed form to: [email protected]

SUBCONTRACTOR PREQUALIFICATION

SUBCONTRACTOR INFORMATION

Company Name:

Phone: Contact Name:

Email:

Company Address:

ORGANIZATION INFORMATION

Trades:

Years in Business under present name:

Service Area (city/state):

Minority Business Woman-Owned Business Disadvantaged Business Enterprise

How many employees, including temporary:

BONDING INFORMATION

Surety Company:

Broker’s Name: Agent’s Name:

Phone: Bond Rate: %

REFERENCES

Please provide a minimum of five (5) references consisting of General Contractors or Owners your

Company has performed work for in the past five (5) years. Include Contact Name and Phone numbers.

1. Name Phone

2. Name Phone

3. Name Phone

4. Name Phone

5. Name Phone

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MARK YOUNG CONSTRUCTION SAFETY PRE-QUALIFICATION LETTER & PACKET

To: All Subcontractors

Regarding: Subcontractor Safety Qualification Introduction Letter and Packet

To Whom It May Concern:

Mark Young Construction (MYC) is pleased that you are interested in becoming pre-approved for current or future

work on MYC projects. This process is intended to obtain safety related information from subcontractors to evaluate

your overall safety and health program. This process is designed to save your organization time and money in the

bidding of projects as well as ensure subcontractors of MYC operate in the safest manner possible. This

prequalification process is only looking at the safety and health systems of your organization.

MYC has implemented a very comprehensive subcontractor safety program for all our projects. While we continually

strive to improve the site safety conditions on our projects, we recognize that safety is a team effort between the

general contractor and all subcontractors. With this goal in mind, It is our expectation that each subcontractor

provides for a safe work environment for their employees, MYC employees, other subcontractor employees and the

public while demonstrating a positive and proactive safety culture.

Please review this entire packet and provide all necessary documentation for review. Failure to provide the necessary

documents and forms will result in the subcontractor being categorized as “Incomplete” and subsequently not

authorized to perform contractual work for MYC until completed or corrected. The required items include the

following bolded and italic’s items in the below list:

• Subcontractor Safety Prequalification Instructions

• Subcontractor Responsibilities

• Qualifications of a Subcontractor & Disqualifications of a Subcontractor

• Contractor Safety Qualification Form – Fill out completely while providing all required documentation per the

form that is applicable, such as:

o OSHA citations along with corrective measures taken over the last 5 years

o Safety Performance Statistics – per the OSHA 300 log. If the subcontractor is not required to maintain

a 300 log, then they shall use information from their internal recordkeeping process or their insurance

carrier’s process.

• Any other applicable documentation as requested by MYC or as the subcontractor feels is necessary.

Regards,

Lance Murray

Safety Manager

Mark Young Construction

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Subcontractor Safety Prequalification Instructions

1. A subcontractor requests and / or receives a subcontractor Safety Packet from MYC Project Coordination.

Subcontractors shall not be awarded a job unless they have been qualified by MYC via this process and every three (3)

years afterward.

2. Subcontractor completes in its entirety, the Pre-Qualification Form. Providing all necessary

documentation as stated on the form.

3. Subcontractor reviews and initials:

o Subcontractor Responsibilities (page 3-4),

o Qualifications of a Subcontractor (page 5),

o Dis-Qualifications of a Subcontractor (page 5),

o MYC safety guidelines (pages 8-11)

o Initial each page/section that the subcontractor has read and understands the content.

4. Subcontractor completes and signs all documents provided and others as needed or requested.

a. Pre-Qualification Form completed and signed (page 6-7)

b. Support documentation for any OSHA citations within the last 5 years. What the

citation was and what the contractor has done to mitigate the citation(s).

c. Any other items needed as identified in the pre-qualification form or that the contractor

believes is necessary or as requested by the Project Coordinator or MYC Safety Manager.

5. If a subcontractor is currently bidding for a project, this information can be sent in with all other information

to Project Estimating. Project Estimating will forward the qualification packet to the Project Coordinator.

6. Submit completed pages 3-11 (Mail, fax or email) to:

Mark Young Construction Project Coordination.

Attn: Contractor Safety Program

7200 Miller Place

Frederick, CO 80504

Fax Number: 303-776-1729

Email: [email protected]

7. Please keep a copy for yourself and retain as necessary per your own records retention guidelines.

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Subcontractor Safety Responsibilities Initial _______

To the extent required by the contract executed between MYC and the subcontractor, the subcontractor is expected

to be responsible for:

1. All requested information regarding safety and Health, training, insurance and injury experience as part of the

qualification process.

2. The safety of a subcontractor’s and any associated tiered subcontractor’s employees remains the primary

subcontractor’s responsibility. Each subcontractor shall designate one employee responsible (Manager,

Superintendent, Supervisor, foreman, etc.) for overall safety and health at each MYC project. The MYC Safety

Manager may require a dedicated full-time safety representative on projects where the total number of an

individual subcontractor employees is 50 employees or greater including second level tiered subs.

3. MYC promotes and strives to maintain an incident and injury free work environment. Safety and health are an

integral part of our daily operations and valued as a performance standard for our employees, subcontractors

and vendors. This program has been established to coordinate all reasonable means of controlling and

eliminating hazards and risks associated with work activities.

4. This document highlights many of the safety practices, which are considered subcontractor responsibilities

while working on MYC projects. subcontractors are responsible for maintaining a safe environment and

ensuring the safety of their operations and employees, MYC employees and the public. Subcontractor

employees who disregard their and our company procedures or these procedures or endanger MYC

employees or the public are to be removed from the project.

5. Subcontractors are required to comply with the U.S. Occupational Safety and Health Act (OSHA) and with all

applicable state and local safety laws and regulations. Contractors are also required to comply with accepted

industry practices and MYC Safety & Health requirements applicable to the work performed. Subcontractors

are required to follow the most stringent requirement unless approved in writing by the MYC Safety Manager.

6. Review, understand and follow MYC subcontractor Safety Guidelines defined herein, along with job specific

direction regarding safety, to the extent such direction does not violate minimum statutory requirements.

7. MYC Safety and Health has the final authority to determine the necessary safe work practices and controls

to protect the employees, property and operations of MYC projects as well as the public. In some cases,

this may require performance beyond typical OSHA regulations depending on the hazards, conditions and

other circumstances.

8. When it comes to second level tiered subcontractors, the main subcontractor is expected to evaluate them in

a similar manner in which MYC evaluates its subcontractors. The overall safety performance of any tiered

subcontractor will reflect directly upon the main subcontractor during post project performance evaluations.

9. MYC Safety reserves the right to visit and inspect all subcontractors working on MYC projects to observe the

site for safety violations or concerns. MYC also reserve the right to review how the subcontractor evaluated

second level or tiered subcontractors for the project.

10. Immediately (within 15-30 minutes of occurrence) report all incidents to MYC Superintendent, Project

Manager and Safety Manager (see #12 below for notification numbers) which meet the following guidelines:

a. Any incident requiring the call and dispatching of emergency services

b. Death

c. Hospitalization (subcontractor employee, public, etc.)

d. Damage to any vehicle which renders it inoperable

e. Amputation of any body part

f. Electrical Contact

g. Fire or Arc Blast

h. Injury resulting in an unconscious employee

i. Safety system failures (slings breaking, support structures collapse, etc.)

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j. Near miss that could have reasonably resulted in any of the above.

k. Any fire requiring the discharge of a fire extinguisher.

11. Any incident meeting the following guidelines shall be reported as soon as possible, no later than 24 hours

after occurrence:

a. Any injury requiring medical treatment other than first aid

b. Any incident resulting in property damage

c. Any incident resulting in near miss, injury or property damage to any members of the public

d. Any near miss which could have resulted in any of the above

12. If an OSHA inspector arrives on a MYC project and the first point of contact is a subcontractor, the

subcontractor is to immediately notify the Project Superintendent and MYC Safety Manager in the following

order:

a. Contact the MYC Superintendent –

b. Contact the MYC Safety Manager – Lance Murray – 303-941-6454

c. Contact the MYC Project Manager -

c. If no answer, call the MYC HR office and notify of OSHA Audit – 303-710-9186

Qualification of a Subcontractor Initial ________

1. All subcontractors within the scope of the subcontractor safety process that are interested in bidding on a

current or future project with MYC must be qualified for acceptable safety and health performance by MYC.

2. If a contractor is Qualified, they are qualified for a period of 36 months.

3. If incidents or safety deviations occur during the course of a contract, the Safety Manager may require a

review of the subcontractor’s safety initiatives prior to additional work being performed or awarded for MYC

regardless of the expiration date on a previous qualification.

4. Once qualified, a subcontractor will only be required to submit the “Letter of Contractor Safety & Health

Qualification” which is current and in effect at the time of bid submittal to MYC Project Coordination in their

bid packet. This Qualification letter is subject to revocation for cause by the MYC Safety Manager or MYC

Project Manager.

5. If a subcontractor knowingly falsifies a subcontractor safety packet with inaccurate information, the packet

will be rejected, and the subcontractor will not be allowed to submit a safety prequalification packet for a

minimum of 12 months.

Disqualification of a Subcontractor Initial _______

1. If a subcontractor which has been previously qualified is disqualified for any reason, (i.e. poor safety

performance on projects, lack of improvement or not addressing concerns of MYC safety audit), that

subcontractor will not be allowed to bid on a MYC job for a period of 12 months from the time of

disqualification.

2. If a subcontractor knowingly submits an approval letter which has been revoked or expired to a MYC bid, that

contractor will be disqualified for a minimum of 12 months.

3. Prior to a subcontractor being disqualified, the MYC Safety Manager will attempt to resolve any issues with

that subcontractor. This is accomplished by the subcontractor being notified by the MYC Safety Manager of

the safety deficiencies and necessary improvements.

4. Should the subcontractor fail to correct the deficiencies as determined by the MYC Safety Manager, the

subcontractor will receive a formal letter from the MYC Project Coordinator, notifying the subcontractor of

their disqualification for 12 months in writing. This letter will include a list of items which have been identified

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as the reason(s) for the Disqualification. Subcontractors will have been made aware of each item in advance in

an effort to improve or mitigate each item before reaching Disqualification status.

5. After the 12-month period from the date on the notification letter of Disqualification, the subcontractor will be

allowed to submit a qualification packet provided they have addressed the items, previously identified, to the

satisfaction of the MYC Safety Manager.

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Subcontractor Safety Pre-Qualification Form SECTION 1 – GENERAL INFORMATION

Company Name:

Address: City/State:

Zip: Telephone: Fax:

E-Mail:

Describe the nature of business you will be performing for Mark Young Construction (MYC):

Workers Compensation insurance Carrier:

Policy Number:

Self Insured: YES: NO:

Form Completed By: Date:

Title: Phone: E-Mail: Fax:

SECTION 2 – SAFETY & HEALTH INFORMATION

Do you have a dedicated safety professional within your company? Yes: No:

Name/Title: Phone: Location:

If you do not have a dedicated safety professional, who is responsible for S&H within your organization?

Name/Title: Phone: Location:

SECTION 3 – SAFETY & HEALTH PROGRAMS AND PROCEDURES

Does your company have a written Safety & Health Program? Yes: No:

If Yes, does your written program cover all types of work activities which you will

perform while on MYC projects?

Yes: No:

Management Commitment and Expectations? Yes No N/A

Accountability and Responsibility for managers, supervisors and employees? Yes No N/A

Hazard Recognition and Control Yes No N/A

Workplace Hazard Analysis Yes No N/A

Safety and Health Training Yes No N/A

Incident Reporting and Investigation Yes No N/A

Does your written S&H program contain the following programs / topics?

Confined Space Yes No NA Material Handling Yes No NA

Lockout Tagout LOTO Yes No NA Scaffolding Yes No NA

Fire Prevention & Protection Yes No NA Fall Protection Yes No NA

Personal Protective Equipment Yes No NA Rigging Yes No NA

Hot Work / Welding Yes No NA Trenching & Excavation Yes No NA

Electrical Safety Yes No NA Walking Working Surfaces Yes No NA

Hand & Power Tools Yes No NA Emergency Action Plans Yes No NA

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Do you have employees trained in First Aid & CPR? Yes No

If YES, are certifications kept current? Yes No

Do you have a substance abuse program and is it enforced? Yes No

Do you employ persons with a Commercial Driver’s License? Yes No

Do you conduct documented daily or weekly site safety audits of your work area(s) ? Yes No

Do you use subcontractors? (second tiered subcontractors) Yes No

If YES, do you monitor their safety & health performance in the field? Yes No

SECTION 4 - SAFETY TRAINING

Does your company provide your employees with an initial safety orientation upon hire? Yes No

Are your employees certified / qualified to operate tools & equipment they will use? Yes No

Do you hold daily or weekly on-site safety meetings? (toolbox talks) Yes No

Is “Competent Person” training provided specific to your work? Yes No

SECTION 5 – JOB SAFETY ANALYSIS (JSA)

Are JSA’s completed for all tasks? Yes No

Are JSA’s completed for non-routine or unusual tasks? Yes No

Are procedures for critical jobs documented and reviewed with employees? Yes No

SECTION 6 – SAFETY & HEALTH PERFORMANCE

List your company’s Experience Modification Rate for the three (3) most recent years

20__ EMR: 20__ EMR: 20__ EMR:

Use your OSHA 300 Log (or equivalent) to record the number of injuries & illnesses for the last three (3) years.

YEAR 20__ 20__ 20__

Number of Fatalities

Number of OSHA Recordable Cases

Number of OSHA Lost Time Cases

Number of Labor Hours Worked

Total Recordable Incident Rate (TRIR)

Days Away, Restricted or Transferred Rate (DART)

Average Number of Employees On Your Payroll

USE THE FOLLOWING FORMULAS FOR CALCULATING TRIR & DART RATES ABOVE

Number of Recordable Cases X 200,000

Number of Hours Worked

Number of Restricted and Lost Time Cases X 200,000

Number of Hours Worked

Has your company received any OSHA citations in the last 5 years?

If YES, attach a copy of each with your responses and/or corrective actions taken.

Yes No

REQUIRED: By signing here, you are acknowledging you have read and will abide by the Subcontractor Safety

Responsibilities, Qualifications & Dis-Qualifications, and Subcontractors Safety Guidelines attached:

Signature:

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MYC SUBCONTACTOR SAFETY GUIDELINES

THIS SECTION TO BE REVIEWED AND COMMUNICATED TO ALL ON-SITE PERSONNEL

The rules and practices described in this section are not intended to replace OSHA requirements or to be a complete

summary of those requirements. Subcontractors are responsible for knowing and complying with all such laws and

accepted industry practices even if they are not discussed in this document. This section is intended to call attention

to some standards and practices.

SAFETY PERMITS & PROCEDURES Initial _____

All subcontractors shall provide notification AND approval through the MYC Superintendent or Project Manager prior

to proceeding with any of the following work:

1. Working on fire protection/detection systems

2. Working with asbestos-containing materials

3. Critical lifting or hoisting with cranes, derricks, hoists or helicopter

4. Performing blasting operations

All other permits shall be properly completed and available on site as warranted such as:

1. Permit Required Confined Space

2. Hot Work Permit

REGULATORY AND CONTRACTUAL RESPONSIBILITIES Initial _____

Each subcontractor is expected and contractually obligated to perform their work at least to a level of safety in

accordance with the laws and regulations of local, state and federal safety agencies. It is the expectation of MYC, and

the responsibility of the subcontractor, to know, understand, implement and maintain that level of workplace safety

throughout the course of this project. Subcontractors will be evaluated at the end of the project on their safety

performance and may impact the ability to perform future work with MYC.

REQUIRED PERSONAL PROTECTIVE EQUIPMENT (PPE) Initial _____

All personnel are expected to arrive with and use the following standard personal protective equipment (PPE) that is

required on all MYC projects no matter the day of week or time of day.

• Hard Hat

• Safety Glasses

• High Visibility Vest or Shirt

• Sleeved Shirt

• Long Work Pants

• Sturdy Work Boots

Personnel arriving on site without this equipment will be removed from the project.

Other PPE may be required at times depending on the work being performed.

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HOUSEKEEPING Initial _____

A clean site supports a safe work site. Daily housekeeping is required of all work area(s). MYC will provide a dumpster

in a convenient location. DO NOT DISPOSE OF PERSONAL TRASH IN PROJECT DUMPSTERS

LADDERS Initial _____

All ladder users must be trained in the safe use of ladders. All ladders on MYC projects must be inspected prior to use

and a documented weekly inspection provided. The inappropriate use of ladders will not be tolerated on MYC projects.

FALL PROTECTION Initial _____

Fall prevention must be utilized at all times subcontractor is exposed to a fall hazard of 6’ feet or greater. Fall

prevention may include guard rails, fall restraint or fall arrest systems in full compliance with all regulatory authorities.

This includes the use of scaffolding and aerial lifts. A competent person must be on-site.

USE OF SCISSOR LIFTS AND OTHER MOBILE EQUIPMENT Initial _____

The use of mobile equipment must be accomplished through the use of Barricades and pedestrian traffic control to

limit worker and public exposures. In addition, a spotter must be available in public spaces and dedicated to monitor

pedestrian traffic, lift movement and hazards when lift is in motion.

SCAFFOLDING Initial _____

Stationary supported scaffold must be built in full compliance with all regulatory safety authorities. A designated

competent person is required to be on-site during scaffold erection, use and dismantling and must provide regular

documented inspections.

TRENCHING & EXCAVATIONS Initial _____

All enclosed excavations over 4’ in depth are required to provide a means of access and egress within 25’ of all

personnel in the excavation.

All excavations 5’ in depth or greater are required to provide a means of preventing collapse. This includes the use of

trench boxes, sloping, benching or shoring methods consistent with applicable safety regulations. A designated

competent person is required as well as regular documented inspections.

LIGHTING Initial _____

Work areas must be kept well lit

SILICA CONTAINING MATERIALS Initial _____

Dry cutting, chipping, grinding, drilling of materials containing silica (masonry block, concrete, stone, asphalt, etc.) is

prohibited unless all debris is collected in a HEPA filter vacuum or the use of wet cutting methods is employed.

Dispose of debris appropriately to prevent collected debris from becoming airborne.

GROUND FAULT CIRCUIT INTERUPTERS Initial _____

GFCI’s are required on all extension cords run from house power supplies to tools and equipment. Subcontractors are

expected to provide GFCI’s for the tools and equipment they will be using. MYC does not guarantee the availability of

temporary power with an assured grounding program on every project.

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TEMPORARY ELECTRICAL Initial _____

Extension cords brought on site must be a minimum of 3 wire 14 gauge of better with a ground pin, no cuts or

abrasions that affect the insulation quality and must be grounded. Extension cords found to be damaged and not in

compliance with this section will be removed.

ELECTRICAL PANELS AND ELECTRICAL DISTRIBUTION SYSTEMS/ LOCKOUT-TAGOUT Initial _____

All electrical panels are controlled by MYC, the Electrical Subcontractor and in some cases, store management. Access

to panels by all other personnel is prohibited unless an emergency exists. All breakers taken out of service shall be

locked and tagged and logged in the panel LOTO log. As well, all breakers returned to service shall be logged in the

LOTO log. MYC Superintendent shall verify compliance on all circuits recorded by electrician. A competent person must

be on-site.

FIRE PREVENTION Initial _____

MYC will provide fire extinguishers located throughout the project site. Subcontractors performing work with

flammable materials, performing hot work or other activities where the risk of fire is increased are required to provide

their own appropriate fire extinguisher for the task.

Daily Hot Work permits are required on all work performed creating sparks, open flame, welding and cutting.

Plastic fuel containers are not allowed on MYC projects. Every measure must be taken to prevent the use of fuel

engines operating inside the store.

CARBON MONOXIDE MONITORING Initial _____

Air monitoring must be provided and take place when utilizing any fuel powered equipment indoors. Equipment must

include the use of scrubbers and/or be Tier 4 compliant. The use of exhaust fans and other air moving equipment must

be exhausted to the outside.

SAFETY DATA SHEETS (SDS’s) Initial _____

Safety Data Sheets (SDS’s) are required as well as a chemical inventory for all chemicals and products containing

hazardous materials that will be utilized on a MYC project. SDS’s must be provided to MYC prior to work beginning. A

chemical inventory and SDS’s for all chemicals used by MYC are kept in job site trailers or office areas for your review.

MYC SDS’s are also available on an electronic Bluebeam service from the job trailer.

HAZARDOUS MATERIALS / HAZARDOUS WASTE Initial _____

Hazardous materials must be stored in a Conex trailer specifically established for this purpose. Any hazardous waste

generated must be handled, stored and disposed of in accordance with MYC Construction Hazardous Waste

Management Plan and subcontractors are responsible for the removal of all hazardous wastes generated by the work

the subcontractor performs.

Traffic Control Initial _____

General Traffic Provisions:

• Any activity that changes sidewalks, affects pedestrian or vehicular traffic will require one or

more of the following to be implemented;

o Flagging will be utilized as needed.

o Traffic control shall be set up, maintained and taken down as needed.

o Channeling and barricading must be used to separate pedestrians from traffic.

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o Safe, clearly marked routes must always be maintained through or around the activity.

Public Right-Of-Way:

Work in a public right of way must be permitted through the appropriate authorities. Work areas must

have an approved traffic control plan that is established and maintained as well as separated from

public foot/vehicle traffic by use of orange construction fence, barricades, cones, temporary fencing,

appropriate signage, etc.

SITE SAFETY AUDITING Initial _____

Tools and equipment including ladders and extension cords must be inspected daily prior to use. Documented weekly

safety audits identifying hazards, unsafe work practices, etc. are required to be performed weekly by each

subcontractor and a copy provided to the project superintendent or engineer.

INJURY REPORTING Initial _____

IF there is an injury, all injuries and resulting documentation shall be reported to the project superintendent or

engineer immediately. All follow up reports and investigation materials shall be provided and included as part of the

project file to ensure action has been taken to correct the cause(s) of the injury. Personal information need not be

included as part of the documentation to MYC.

HAZARDOUS SITUATIONS Initial _____

If you see a hazard, fix it or report it to the project superintendent, engineer or safety manager immediately.

NOTE: Initial _____

If you find our safety polices, rules, procedures, etc. to be restrictive and hard to abide by, know that we are simply

interested in the safety of your employees and going home at the end of the day healthy and whole. We are committed

to this and finding ways of integrating safety into all aspects of the construction process. If you have safety concerns or

see a safety related item we are missing on a project, please let us know. Just like you, we are striving to continuously

get better.

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MARK YOUNG CONSTRUCTION, INC. SUBCONTRACTOR AGREEMENT

In order to pre-qualify and/or perform work for Mark Young Construction, Inc., your Company must agree to sign and perform all work pursuant for the required Mark Young Construction, Inc. subcontract which is attached to this form and listed on the Mark Young Construction, Inc. website. Once you have review this subcontract and you agree that it is acceptable, indicate agreement on behalf of your Company by checking the box below. If you do not agree to the terms of the required Mark Young Construction, Inc. subcontract DO NOT submit a proposal or a prequalification statement until mutual agreement of any deviations are agreed upon by Mark Young Construction, Inc. in writing.

verbally accepts the Mark Young Construction, Inc. required (Company Name / DATE)

subcontract and if selected to perform work by Mark Young

Construction, Inc. we agree to enter into the Mark Young

Construction, Inc. required subcontract without revision to its terms.

COMMENTS:

Please return completed form to: [email protected]

«Job»

«ProjectName»

«ProjectAddress1», «ProjectAddress2»

Attachment A to Subcontract Agreement

General Requirements

Page 1 of 10 07.13.20

ARTICLE 4. SCOPE OF WORK. The Subcontractor shall furnish all necessary management, supervision, labor, materials, supplies, equipment, tools, machinery, plant services, engineering and testing and/or any other act or thing required to diligently and fully perform all work set forth in agreement, including all work required to complete the installation of his work and which may not necessarily be noted in the specifications or detailed in the plans for the construction of this project, in accordance with the terms and provisions of the prime contract except as otherwise provided herein, between the Owner and the Contractor, including all the General and Special Conditions, Final Drawings and Specifications by the Architect and Engineer and other documents forming or by reference made a part of the contract between the Contractor and the Owner, all of which shall be considered part of this Subcontract, and the Subcontractor agrees to be bound to the Contractor and the Owner by the terms and provisions thereof. Subcontractor acknowledges his opportunity to inspect the Prime Contract, a copy of which is available in Contractor's Home Office. Subcontractor is required to provide a complete list of suppliers/sub-subcontractors on the project and shall prohibit the use of unauthorized suppliers/sub-subcontractors who are not on the list. Prior to any the performance of any work on the Project, Subcontractor shall submit to Contractor, in writing, for acceptance by Contractor, the names of the persons or entities proposed for any portion of Subcontractor's work including those who are to furnish materials or equipment ARTICLE 5. BOND. Prior to commencement of his work the Subcontractor shall (not required) furnish a Performance and Payment Bond in an amount equal to the full Subcontract price. Such bond shall be on Contractor's form or a form satisfactory to Contractor and shall be with a surety satisfactory to Contractor. ARTICLE 6. DELIVERY POINT. When the Subcontractor does install all material furnished under this Subcontract, such material are to be delivered F.O.B., job site to «ProjectAddress1», «ProjectAddress2», including all applicable taxes. ARTICLE 7. PAYMENT. (A) Subcontractor shall bill from the Subcontract Schedule of values which shall be a complete, accurate, and detailed schedule of values of the various specific line items of the work, aggregating the total sum of this Subcontract, itemized and detailed as required by the Contractor 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 making payments, unless it be found to be in error or in conflict with the Subcontractor’s proposal or the procedures or determinations of the Owner regarding partial payments to the Contractor. NO PAYMENTS SHALL BE MADE UNTIL THIS REQUIREMENT IS SATISFIED. Contractor reserves the right, but is not required, to make any payment to Subcontractor, including payments due hereunder, by joint check made payable to the joint order of Subcontractor and such of Subcontractor's workmen, suppliers or sub-subcontractors, or any of Subcontractor's creditors having potential lien rights against the work, or any of them, whose claims against the Subcontractor shall, in Contractor's sole determination, be in jeopardy of nonpayment. The Joint Check Agreement is attached hereto as Exhibit G. Subcontractor shall not enlist the services of any vendor or sub-subcontractor to be paid by joint check if such vendor or sub-subcontractor will not execute the attached Joint Check Agreement without revision. The Contractor agrees to pay the Subcontractor for the performance of this Subcontract, as specified herein, subject to additions and deductions as hereinafter provided. Partial payments will be made to the Subcontractor each month in an amount equal to ninety percent (90%) of the value, computed on the basis of the prices set forth above, of the work performed hereunder, less the aggregate of previous payments, but as a condition precedent, such partial payments shall not become due to the Subcontractor until ten (10) days after the Contractor receives payment for such work from the Owner. If the Contractor receives payment from the Owner for less than the full value of work performed or of materials delivered to the site, the amount due to the Subcontractor shall be reduced accordingly. No partial payment to the Subcontractor shall constitute approval or acceptance of work done or materials furnished hereunder. Upon complete performance of this Subcontract by the Subcontractor and final approval and acceptance of and payment for Subcontractor's work and materials by the Owner, the Contractor will make final payment to the Subcontractor of the balance due under this Subcontract within ten (10) days after full payment of such work and materials has been received by the Contractor from the Owner, and after Subcontractor has submitted a satisfactory lien release / waiver to Contractor as shown in Attachment

D. Subcontractor is hereby notified and also agrees that his monthly invoice in the form of Attachment D to this Subcontract will be submitted to Contractor at 7200 Miller Place, Frederick, CO 80504. This invoice must be received on or before the 25th of

each month; In the event Subcontractor's invoice is not received as stipulated above, Contractor will not include the costs of said invoice in Contractor's billing to the Owner and payment will not be made until the following pay period.

«Job»

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(B) Notwithstanding anything to the contrary contained in or applicable to this Subcontract, and without any limitation as to time, Contractor shall not be obligated to make payments to Subcontractor under this Subcontract: (i) when such payments will leave a balance due Subcontractor which is less than the retained percentage plus an amount adequate to satisfy all obligations of the Subcontractor for labor, materials, supplies, tools, machines, plant, equipment, services, etc. furnished, or to be furnished, by Subcontractor in performance of the work required under this Subcontract; (ii) when Subcontractor is, or with reasonable probability (as determined by the Contractor) may become unable to comply with or completely perform this Subcontract; (iii) whenever the Contractor shall determine that the Project is being delayed or is in danger of being delayed by the work of the Subcontractor or by any failure of the Subcontractor to effect timely compliance with any of the technical, administrative or operational requirements of the Subcontract Documents, including subsequent instructions, job schedules ; (iv) pending satisfactory correction, repair, replacement and/or restoration of faulty or deficient work, materials, supplies, machines, equipment or plant, or any work rejected as not conforming with this Subcontract or the Subcontract Documents. The Contractor may deduct from any amounts due or to become due to the Subcontractor any sums owed by the Subcontractor to the Contractor under this Subcontract or any other contract between the parties hereto; and in the event of any breach by the Subcontractor of any of the provisions or obligations of this Subcontract or any other contract between the parties hereto, or in the event of the assertion by any other person or entity of any claim or lien against the Contractor or the premises arising out of the materials provided to or work performed for Subcontractor, the Contractor shall have the right to retain out of any payments due or to become due to the Subcontractor an amount sufficient to completely protect the Contractor and the premises from any and all loss, damage, expense, or attorney fees therefrom, until the lien or claim has been fully released or otherwise remedied to the satisfaction of the Contractor.

(C) The Subcontractor agrees and covenants that money received for the performance of this Subcontract shall be used solely for the benefit of persons and firms supplying labor, materials, supplies, tools, machines, equipment, plant or services exclusively for this Project in connection with this Subcontract and having the right to assert liens or other claims against the land, improvements or funds involved in this Project or against any bond or other security posted by Contractor or Owner; that any money paid to the Subcontractor pursuant to this Subcontract shall immediately become and constitute a trust fund for the benefit of said persons and firms, and shall not in any instance be diverted by Subcontractor to any other purpose until all obligations arising hereunder have been fully discharged and all claims arising herefrom have been fully paid. The subcontractor agrees, as a condition precedent to payment hereunder, to furnish the Contractor with such partial and/or final releases and/or waivers of lien as the Contractor may from time to time request. Upon request, Subcontractor shall provide Contractor with evidence satisfactory to it that Subcontractor has paid for all labor, service and materials included in any progress billing. Subcontractor shall also provide from all of its lower tier subcontractors and suppliers, full releases of claims and lien waivers against Contractor, Owner and the property upon which the Project is located, for all labor, service and materials included in any progress billing through the date of Subcontractor’s application for payment. (D) The Subcontractor shall submit a schedule of values which includes a detailed breakdown of his price within five days of the date of this Subcontract. This schedule of values, once accepted by the Contractor, shall be incorporated into this Agreement in order to determine amounts to be paid to Subcontractor for portions of the work. (E) The Subcontractor agrees that all decisions by the Owner or his authorized representative under any “Disputes” provision or similar provision, if any, contained in the Prime Contract which also affects this Subcontract shall be binding upon the Subcontractor. For disputes which in any way involve the Owner, Architect, or other representative of the Owner, the remedies in the prime contract shall be the sole and exclusive remedy of the Subcontractor in connection with any matter suitable under any such “Disputes” provision or similar provision. (F) The Subcontractor agrees that the Contractor shall be under no obligation to pay the Subcontractor for any work done on this construction Project, until the Contractor has been paid therefore by the Owner, and the provisions hereof, starting the time of progress and final payments and the amount thereof are subject to the express condition precedent that the Contractor shall receive from the Owner payment on behalf of Subcontractor on account of work done by the Subcontractor on this construction Project; otherwise the time when such payments are postponed until the Contractor has received same from the Owner. Subcontractor expressly agrees to accept the risk that he will not be paid for work performed in the event that the Contractor, for whatever reason, is not paid by the Owner for such work. The Subcontractor states that he relies primarily on the credit and ability of the Owner, and not of the Contractor, and thus the Subcontractor agrees that payment by the Owner to the Contractor for work performed by the Subcontractor shall be an express condition precedent to any payment obligation of the Contractor to the Subcontractor. The Subcontractor agrees that the liability of the surety on Contractor's payment bond, if any, for payment to the Subcontractor is subject to the same conditions precedent as are applicable to the Contractor's liability to the Subcontractor.

(G) Prior to acceptance of the first application for payment, Mark Young Construction, Inc. must have received from Subcontractor all of the following:

1. An unrevised Executed Agreement of Subcontract 2. All Insurance Certificates 3. Payment & Performance Bonds (if required)

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4. Submittal Schedule for Approval 5. Schedule of Values 6. Vendor/ Subcontractor List

Monthly draw requests without the above items submitted will be rejected and returned. ARTICLE 8. CHANGES. The Contractor may at any time by written order only, and without notice to the Subcontractor's sureties, make changes in, additions to and omissions from the work to be performed and materials to be furnished under this Subcontract, and the Subcontractor shall promptly proceed with the performance of the Subcontract as so changed, Contractor may also use details and means and methods of construction other than those indicated on the plans and specifications. If such changes should change the scope of work of Subcontractor then the Subcontractor price shall be equitably adjusted to the extent such adjustment is provided for in the prime contract, provided that the Subcontractor makes written claim thereof within ten days of the time any such change is ordered in writing by Contractor. ARTICLE 9. PROSECUTION OF THE WORK AND FINANCIAL CONDITION. (A) Time is of the essence. The Subcontractor shall furnish all labor, supervision, tools, equipment, materials and supplies necessary for the performance of this subcontract in a proper, efficient and workmanlike manner. The Subcontractor shall prosecute the work undertaken in a prompt and diligent manner whenever such work, or any part of it becomes available, or at such other time or times as the Contractor may direct, and so as to promote the general progress of the entire project, and shall not, by delay or otherwise, interfere with or hinder the work of the Contractor or any other subcontractor. Any materials that are to be furnished by the Subcontractor hereunder shall be furnished in sufficient time to enable the Subcontractor and Contractor to perform and complete his work within the time or times required. Upon written request by the Contractor, the Subcontractor shall furnish to the Contractor such evidence as the Contractor may require relating to the Subcontractor's ability to fully perform this subcontract in the manner and within the time specified herein.

(B) The Subcontractor shall clean up and remove from the site, as directed by the Contractor, all rubbish and debris resulting from his work. Also, he shall clean up to satisfaction of the Owner and Contractor and all inspectors, oil, dirt, grease, marks, etc., from walls, ceilings, floors, fixtures, etc., deposited or placed thereon as a result of the execution of this subcontract. If the Subcontractor refuses or fails to perform this cleaning as directed by the Contractor, the Contractor shall have the right to proceed with said cleaning, and backcharge the Subcontractor for the actual cost of said labor plus a reasonable percentage of such cost to cover supervision, insurance, overhead, etc. (C) If Contractor reasonably believes that the Subcontractor's financial condition has become impaired, unstable or unsatisfactory, the Subcontractor shall furnish additional security satisfactory to the Contractor within three (3) days after Contractor’s demand for same is given to the subcontractor. If Subcontractor fails to comply or fails to furnish adequate additional security the Contractor shall have the option to terminate this Subcontract or to initiate such other action as the Contractor may deem necessary for the protection or preservation of his interests and/or the prevention of delay in the efficient and orderly progress of work on the Project.

(D) The Subcontractor and Contractor agree as follows with respect to the assignment of such payments as may be due or as may become due under this Subcontract: (i) The Subcontractor will make no assignment of the proceeds hereof without the prior written consent of the Contractor, which consent shall not be unreasonably withheld; (ii) In no instance shall the Contractor be obligated to any assignee of the Subcontract on account of payments at any time made in good faith under any assignment and/or erroneously or inadvertently made to the assignor; (iii) The Contractor shall in no instance be liable to any assignee of the Subcontractor for any amount in excess of the net sums owing Subcontractor hereunder after first deducting any amounts for which subcontractor may otherwise be obligated or indebted to Contractor; (iv) By making an assignment of the proceeds hereof the Subcontractor waives any claim against Contractor resulting from Contractor's continued payment to the assignees or former assignees, notwithstanding notification to Contractor of termination of any such assignment; (v) By making an assignment of the proceeds hereof the Subcontractor agrees to assume full liability for the conveyance to assignees of any payments mistakenly, inadvertently, or otherwise made or addressed to Subcontractor, and subcontractor agrees to defend and hold harmless the Contractor from claim or action of any assignee related to this Subcontract. Subcontractor shall pay for all materials and supplies furnished and for all work, labor and services performed as required under this Subcontract, shall produce satisfactory evidence of such payment upon demand by the Contractor, and shall indemnify Contractor and Owner against and save them and the premises harmless from any and all claims, demands, liens or suits, including attorneys' fees and costs, for all such material and supplies purchased and for all work, labor and services performed by others than Subcontractor relating to all work required to be performed under this Subcontract. ARTICLE 10. BREACH/TERMINATION. (A) If the Subcontractor (i) fails or refuses to proceed with or to properly perform his work as directed by the Contractor, or (ii) fails or refuses to properly perform or abide by any terms, covenants, conditions, or provisions contained in this Subcontract, (iii)

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fails or refuses to obey laws, ordinances, regulations, or codes of conduct, (iv) becomes insolvent or is unable to pay its

vendors, sub-subcontractors or workers, or (v) in the event that any person who has provided labor or materials to Subcontractor

asserts, or indicates that he will assert, any lien, claim, demand, or charge for nonpayment against the project or land or improvements , or

against the Owner, the Contractor or any surety, and Subcontractor does not, within three (3) days of receiving a written demand

from Contractor immediately bond around or remove such claim or lien, then Subcontractor has breached the Subcontract. In the event of a breach by Subcontractor, Contractor may immediately terminate the Subcontractor without releasing or waiving any of his rights and remedies against the Subcontractor or the Subcontractor's sureties and without prejudice to any other right Contractor may be entitled to hereunder or by law. If Contractor terminates Subcontractor, Contractor has the right to take possession of the work, and all materials, tools, equipment, and appliances of the Subcontractor and finish the Subcontractor's work by whatever means, method or agency which the Contractor may, in his sole discretion, choose or without terminating this subcontract, the Contractor may, at his option, take any steps the Contractor deems advisable to secure any labor, materials, equipment, and services, and shall have a lien on and may take over all of the Subcontractor's equipment, tools, appliances and materials and may prosecute any of the foregoing remedies necessary. The Subcontractor agrees that he shall not be entitled to receive any further payment until after the Project shall have been completed. Moreover, if all monies expended by Contractor on costs, losses, damages, liquidated damages, extra expenses and attorney fees, exceed the unpaid balance of the Subcontract sum, the Subcontractor agrees to pay promptly to the Contractor, on demand, the full amount of such excess, including costs of collection, attorney's fees and interest thereon at the rate of twelve percent (12%) per annum until paid. In the event that Subcontract breaches the Subcontract Agreement , and irrespective of whether Contractor exercises its right to terminate, Contractor shall be entitled to withhold further payment and shall be entitled to recover all costs, losses, damages, liquidated damages, extra expenses and attorney fees arising from or related to such breach. (B) The Contractor's determination and decision as to the Subcontractor's termination shall be conclusive and shall allow the Contractor's right to terminate as herein provided. The Subcontractor’s liability hereunder shall include any and all sums paid, expenses and losses incurred, damages sustained, or attorney fees incurred by the Contractor, (i) in completing the work and providing labor, materials, equipment, supplies and/or re-letting the Subcontract, and (ii) in settlements, discharge, or compromise of any claims, demands, suits and judgments pertaining to or arising out of the work hereunder. (C) The Contractor shall have the right to terminate this Agreement for Contractor’s convenience. In the event Contractor chooses to terminate this Agreement, Contractor shall give Subcontractor written notice and Subcontractor shall be entitled to receive amounts due for completed work subject to the conditions set forth in Article 7 and elsewhere in the Agreement. Subcontractor shall not receive payment for profit for work not performed.

ARTICLE 11. PERMITS, FEES, ETC. The Subcontractor agrees to pay the cost of all permits, fees, sales taxes, gross income tax, water, power, temporary heating and lighting, hoisting, proper protection of his own and existing work or work of the owner and others already in place, clean up and removal of his debris as may or may not be directed by the Contractor, furnishing and approval of samples, tests, shop drawings, as-built drawings, guarantees, reports, etc., connected with, called for, or necessary for his branch of the work. ARTICLE 12. DELAYS (A) In the event the Subcontractor's performance of this Subcontract is delayed or interfered with by acts of the Owner, Contractor or other subcontractors, it may request, as Subcontractor’s exclusive remedy, an extension of the time for the performance of same, as hereinafter provided, but shall not be entitled to any increase in the Subcontract price or to damages or additional compensation as a consequence of such delays or interference, except to the extent that the prime contract entitles the Contractor to compensation for such delays and then only to the extent of any amounts that the Contractor may, on behalf of the subcontractor, recover from the Owner for such delays. (B) No allowance for an extension of time, for any cause whatever, shall be claimed by , or made to, the Subcontractor unless the Subcontractor shall have made written request upon the Contractor for such extension within forty-eight (48) hours after the cause of such extension occurs, or, if the contract between the contractor and Owner provides for a shorter period, within sufficient time to permit the Contractor to give notice to the Owner within the time allowed by the prime contract for such notice. (C) No allowance of an extension of time shall, in any event be made to the Subcontractor for delay by the Subcontractor in preparing drawings or securing approval of the Architect or Engineer when such drawings are not properly prepared or when the Subcontractor by the exercise of reasonable diligence and judgment could have anticipated and avoided the delay. ARTICLE 13. VENDOR DOCUMENTATION, EQUIPMENT AND LABOR.

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(A) For all work performed by Subcontractor, Contractor shall have the right upon three (3) days written notice to audit, inspect and copy Subcontractor's records including its contracts, purchase orders, books, accounts, time cards, estimates, schedules, correspondence and any and all other records or documents which may have a possible bearing upon the Subcontractor's work or the Subcontractor relationships and payments to vendors.

(B) The Subcontractor shall not place on the work any machines, equipment of which he is not sole owner without prior written notification to the Contractor setting forth the full name and address of the owner thereof.

(C) Notwithstanding any other provision contained elsewhere in this Subcontract Agreement, the Subcontractor agrees that, in the event of any picket or other form of labor dispute at the construction site, whether that dispute or picket is in connection with the Contractor, Subcontractor, or any other Contractor or Subcontractor on this construction site, Subcontractor will continue to perform the work required herein without interruption or delay. In the event Subcontractor fails to continue the performance of the work included herein, without interruption or delay because of such picket or other form of labor dispute, contractor may, upon giving Subcontractor full forty-eight (48) hours written notice thereof, cancel this Subcontract and finish work included in this Subcontract by any manner or means that Contractor deems desirable, and charge Subcontractor for any additional costs incurred thereby. Additionally, Contractor may withhold all moneys then due Subcontractor from any work previously performed until completion of the job when the contractor's true cost of finishing the work included herein can be calculated and deducted from all payments so withheld.

ARTICLE 14. PROGRESS SCHEDULE. The Subcontractor shall confer with the Contractor regarding the schedule on which the various items of work must be completed. In addition, the Subcontractor agrees to complete the several portions and the whole of the work herein in accordance with updated progress schedules developed by contractor as such progress schedules may be modified from time to time by Contractor. The Subcontractor agrees to submit all drawings, lists, samples, etc., through Contractor for approval as called for in the specifications or other documents , or within fifteen (15) days of this Contract, whichever is earlier, and further agrees to order all of his materials within five (5) days after approval of said documents or samples and to procure delivery of same at the proper time and to arrange to start work on the said project as required and shall prosecute and complete the various portions and all of his work in accordance with above referred to progress schedule. ARTICLE 15. INSURANCE. Prior to the commencement of his work, the Subcontractor agrees, at his own expense, to procure and maintain during the entire progress of the work, including the warranty period, full statutory workmen’s compensation, employer’s liability insurance, bodily injury liability, automobile liability and property damage liability insurance with a carrier or carriers and on policy forms satisfactory to Contractor. Such liability insurance shall include premises-operations (including explosion, collapse, and underground coverage), elevators, independent contractors, products, completed operations and blanket contractual liability on all written contracts, all including broad form property damage coverage. Such liability insurance shall include the contractual or assumed liability of Subcontractor set forth in the following section. Prior to the commencement of work, and no later than five (5) days after the execution of this subcontract, whichever is earlier, subcontractor shall provide Contractor with copies of such policies upon request and shall provide Contractor with certificates of said insurance evidencing all of the coverages required herein and providing that such policies shall not be canceled or reduced in coverage until thirty (30) days after written notice shall have been given to Contractor of such cancellation or reduction in coverage. In the event of a threatened or actual cancellation for nonpayment of premium, Contractor may pay the same for Subcontractor and deduct the cost from any payment due Subcontractor. In the event Subcontractor shall fail or refuse to provide the coverages, certificates of insurance or copies of the policies as herein required, no payment of any portion of the subcontract sum shall be due and owing hereunder until such coverages are in place and certificates have been received by Contractor, and further, such failure or refusal shall be an act of default. Subcontractor’s liability insurance shall have the following minimum limits or the limits required by the prime contract if greater: Certificate of Insurance (or standard "Acord" form furnished by Subcontractor's Insurance Carrier or Agent) must have an original signature. Xerox copies are not acceptable. All insurance certificates must name Mark Young Construction, Inc., «OwnerName» (Owner), and «ArchitectName» (Architect) and their respective Directors, Officers, Agents and employees and each of them must be named as the additional insured to the fullest extent permitted by law. To the extent permitted by law, all of the Subcontractor’s liability insurance coverage shall be deemed primary insurance to any other or similar insurance Contractor may obtain for its own benefit, which shall be excess or

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secondary but not contributing insurance. The insurance policies shall include a waiver of subrogation in favor of Mark Young Construction, Inc. and the other additional insureds. Subcontractor shall provide all deductible and/or self-insured retention amounts for all coverage on the requested insurance certificate. The following types of insurance are required:

1) Commerical General Liability

This policy must be an occurrence-based rather than a claims-made policy. Limits shall be as follows: Bodily Injury and/or Property Damage – Combined Single Limit - $ 2,000,000 General aggregate/$1,000,000 per occurrence Liability policy will be endorsed to provide per project aggregate form CG2503 or a similar form if approved by Contractor.

The following inclusions must be covered:

a) Premises - Operations b) Explosion/Collapse Hazard c) Underground Hazard d) Products/Completed Operations Hazard e) No policy provisions permitted amending the definition of “Insured Contract f) Independent Contractors g) Comprehensive Form h) Broad Form Property Damage i) Personal Injury k) Job-site/project pollution limit of liability $500,000 for bodily injury, property damage and clean-up l) Subsidence

2) Motor Vehicle Liability

Bodily Injury and/or Property Damage – Combined Single Limit - $ 1,000,000 per accident. Coverage is to extend to owned, non-owned and hired automobiles.

3) Excess or Umbrella

Bodily Injury and/or Property Damage – Combined Single Limit to $ 1,000,000 annual, aggregate/$1,000,000 per occurrence

4) Worker's Compensation - State of Colorado Statutory; Applicable Federal and Employer's Liability -

$500,000/$500,000/$500,000. A waiver of subrogation in favor of the Contractor and Owner is required. Subcontractor shall not exclude Officers and Directors from Worker’s Compensation coverage.

If this Subcontractor elects to subcontract any part of the work to be performed, with the written permission of Mark Young Construction, Inc. only, it is this Subcontractor's responsibility to acquire and/or provide all of the above insurance and indemnity requirements for the work subcontracted, prior to the start of said work. Enclosed with Mark Young Construction, Inc.’s billing package is an example of the proper form of the insurance certificate required for this project, including, limits, format and verbiage. Subcontractor shall furnish all required certificates of insurance prior to performing work. Should Subcontractor perform work prior to furnishing required certificates of insurance, Subcontractor shall not be entitled to payment until said certificates are furnished to Contractor. ARTICLE 16. INDEMNIFICATION. To the fullest extent permitted by law, Subcontractor shall defend and indemnify Contractor and all others whom Contractor is obligated to defend and indemnify by the Contract Documents, (collectively “the indemnified parties”) from and against

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any and all suits or claims alleging damages, losses and expenses, including attorneys’ fees, attributable to injuries to persons or damage to property (including loss of use), arising out of or resulting from Subcontractor’s Work, including all suits and claims that arise during and after construction of the Project, except to the extent such suits or claims are caused by the negligence or fault of the party seeking indemnity under this Article or of any other party under the control of such party seeking indemnity. Subcontractor understands and agrees that this Paragraph obligates Subcontractor to reimburse any of the indemnified parties for attorneys’ fees and costs incurred by any of them as a result of such suits or claims, except to the extent such fees and costs result from the negligence or fault of the party seeking indemnity under this Article or of any other party under the control of such party seeking indemnity. Subcontractor understands and agrees that this Paragraph also obligates Subcontractor to pay any and all attorneys fees and expenses incurred by any of the indemnified parties in connection with enforcing the obligations of this Article. Subcontractor further agrees to obtain, maintain and pay for commercial general liability insurance as required below to secure the provisions of this Article. Subcontractor understands and agrees to undertake these obligations regardless of whether the injured person asserting a suit or claim is an employee of Subcontractor, its subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Subcontractor’s indemnity obligation under this Article shall not be limited in any way by the operation of a workers’ or workmen’s compensation act, any disability act, or any other employee benefit act. Subcontractor shall defend and indemnify Contractor and all others whom Contractor is obligated to defend and indemnify by the Contract Documents, (collectively “the indemnified parties”) from and against any and all breaches of this Subcontract by Subcontractor all liability recover all costs, losses, damages, liquidated damages, extra expenses and attorney fees arising from or related to such breach.

ARTICLE 17. POSSESSION PRIOR TO COMPLETION. Whenever it may be useful or necessary for the Contractor to do so, the Contractor shall be permitted to occupy or use any portion of the work which has been either partially or fully completed by the subcontractor before final inspection and acceptance thereof by the Owner, but such use or occupation shall not relieve the Subcontractor of his guarantee of said work and materials nor of his obligation to make good at his own expense any defect in materials or workmanship which may occur or develop prior to Contractor's release from responsibility to the Owner. Provided, however, the Subcontractor shall not be responsible for the maintenance of such portion of the work as may be used or occupied by the Contractor, nor for any damage thereto that is due to or caused by the negligence of the Contractor during such period of use or occupancy. ARTICLE 18. OTHER CONTRACTS. (A) It is understood and agreed that the work provided for in this Subcontract constitutes only a part of the work being performed for the Owner by the Contractor and other subcontractors. The Subcontractor therefore, agrees to perform the work called for in this Subcontract in such a manner that it will not injure, damage or delay any other work performed by the Contractor or any other subcontractor, and further agrees to pay the Contractor for any damage or delay that may be caused to such other work by the Subcontractor or by his agents or employees. (B) Subcontractor shall be bound by the terms and provisions of the prime contract, and all documents incorporated therein. However, it is mutually agreed that in case of any conflict between any of the terms and conditions of this Subcontract Agreement and of the prime contract, plans, specifications and other general contract documents, this Subcontract Agreement shall govern. ARTICLE 19. SHOP AND DESIGN DRAWINGS. (A) If Subcontractor shall make changes in design, including dimensional changes, either through shop drawings or actual field work he shall accept all responsibility for structural and functional adequacy and acceptance of such changes by Owner or Architect. Any structural or functional inadequacies which may develop because of such changes shall be remedied by the Subcontractor in spite of any approvals given by Owner or Architect unless such change is specifically included in a change order as provided for in ARTICLE 8. In addition, the costs of additional work, redoing or repairing work incurred by other trades or Contractor resulting from such changes shall be borne by the Subcontractor; (B) If Subcontractor is responsible for design drawings, he shall accept all responsibility for structural, functional and design adequacy of such drawings and acceptance by Owner and Architect of such drawings. Any structural or functional failure or inadequacy which may result from such design drawings shall be remedied by the Subcontractor. In addition, Subcontractor shall bear all resultant costs such as work by other trades or contractor, architectural and engineering charges, loss of rent, and any damages. (C) If this Subcontract is based on preliminary, outline or otherwise unfinished Plans and Specifications, the Subcontractor accepts

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responsibility for cooperating and coordinating with Architect and other trades in developing final Plans and Specifications so as not to impose additional work or cost on other trades or Contractor or to cause an increase in the Subcontract price. If the final Plans and Specifications change the scope of work of this contract then the Subcontract price will be equitably adjusted to the extent such adjustment is provided for the prime contract. (D) Subcontractor shall forward to Mark Young Construction, Inc. all submittals as required by every section covering the work of this agreement. Complete shop drawings, product data, etc. shall be submitted within seven (7) days from the date of this

Agreement.

Submittal quantities are to be provided as follows and/or as referenced elsewhere in the Contract Documents (Samples and Shop Drawings):

Shop Drawings: 5 Blue-lines

1 Sepia Product Data: 7 Copies Catalog Cuts: 7 Copies Samples: 3 Each

All shop drawings must clearly identify the project by name and Architect's project number. Also provide clear space five inches wide and ten inches high in the lower right hand corner of each sheet for approval stamps and notes. When directed to do so, this Subcontractor shall submit samples for approval at the Subcontractor's expense, with all shipping charges prepaid.

Only shop drawings bearing the Architect's and Contractor’s stamp showing general review stamp of approval are to be used for fabrication and construction.

Subsequent to the Owner/Architect/Engineer approval of any shop drawings and/or schedules, this Subcontractor shall revise the shop drawings and/or schedules and reissue four (4) approved copies for construction. These documents shall bear the label "Approved for Construction."

All catalog cuts must be clearly indicated on each page as to which item is being submitted.

No payment will be made until all submittals, samples and shop drawings have been received by Contractor. All as-built drawings, operation and maintenance manuals, guarantees, warranties, and all project close-out requirements must be submitted to and reviewed by Mark Young Construction, Inc. prior to release of Subcontractor's final payment. If during the submittal process or course of construction additional information is required, it is to be requested in the written form of a request for information. The request for information is to be submitted in a timely fashion allowing a minimum of fourteen (14) calendar days for a formal response.

ARTICLE 20. INDEPENDENT CONTRACTOR. The subcontractor specifically warrants that Subcontractor is an independent contractor and neither Subcontractor, or any of its employees are employees of Contractor. Subcontractor further warrants that Subcontractor’s employees who will perform work on this Project shall be under the direction and control of Subcontractor, not Contractor, and that the Subcontractor and its employees are customarily engaged in the trade which is set forth in Subcontractor’s scope of work for this Project. Subcontractor warrants and represents that it is an employing unit subject as an employer to all applicable Unemployment Compensation statutes so as to relieve the Contractor of any responsibility or liability for treating Subcontractor's employees as employees of the Contractor for the purpose of keeping records, making reports and payment of unemployment compensation taxes or contributions; and the Subcontractor agrees to indemnify and hold the Contractor harmless and reimburse it for any expense or liability incurred under said statutes in connection with employees of the Subcontractor, including a sum equal to benefits paid to those who were Subcontractor's employees, where such benefit payments are charged to the Contractor under any Merit Plan or to its individual Reserve Account pursuant to any state unemployment compensation statute.

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ARTICLE 21. COMPLIANCE WITH LAW. The Subcontractor further agrees as regards (i) the production, purchase and sale, furnishings and delivering, pricing, and use or consumption of materials, supplies and equipment; (ii) the hire, tenure or conditions of employment of employees and their hours of work and rates of and the payments of their wages, (iii) the keeping of records, making of reports, and the payment, collection, or deduction of Federal, State and local taxes and contributions, and (iv) the performance of this contract in all other respects, that the Subcontractor will keep and have available all necessary records and make all payments, reports, collections and deductions, and otherwise do any and all things so as to fully comply with all Federal, State, and local laws, ordinances, rules and regulations and utility requirements and all applicable safety regulations in regards to any and all said matters insofar as they affect or involve the Subcontractor's performance of this Subcontract, all so as to fully relieve Contractor from and protect it against any and all responsibility or liability therefore or in regard thereto. ARTICLE 22. PROTECTION OF WORK. Except as provided in Article 17 above, the Subcontractor specifically agrees that it is responsible for the protection of his work until final completing and acceptance thereof by the Owner and that within the limits of contractor's responsibility, he will make good or replace, at no expense to the contractor or the Owner, all losses and any damage to his work which occurs prior to said final acceptance. ARTICLE 23. ARCHITECT-ENGINEER.

The words “Architect” or “Engineer” as used herein refer to the person appointed by the Owner to supervise the work of the Contractor on behalf of the Owner. ARTICLE 24. ASSIGNMENT. The Subcontractor shall not, in whole or in part, assign or sublet this Subcontract or the proceeds thereof without the written consent of the Contractor. ARTICLE 25. SAVINGS CLAUSE Should any provision, article, or language in this Agreement be declared contrary to law, the portion of the specific provision, language or provision will be discarded and all other provisions shall remain in full force and effect. ARTICLE 26. PRIOR UNDERSTANDINGS OR REPRESENTATIONS/INTEGRATION. This Agreement represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, bids, proposals, representations or agreements, either written or oral for which the Contractor assumes no responsibility. ARTICLE 27. CAPTIONS. The captions at the beginning of each ARTICLE of this Subcontract are for convenience only and are to be given no weight in construing the provisions of this Subcontract. ARTICLE 28. ADDITIONAL PROVISIONS. (A) ACCIDENT REPORTS: The Subcontractor will supply to the Contractor a complete report on any serious job injury to any of their employees within 24 hours of such occurrence. (B) OVERTIME PAY: It is understood that to meet certain requirements it may be necessary to perform some work tasks during off-hours. Any overtime incurred by the Subcontractor in the performance of this work, are the responsibility of the Subcontractor. (C) TEST AND INSPECT: The Subcontractor shall set up, arrange coordinate and obtain all inspections for their work, as required by any authorized agency or applicable code. Arrangements for the inspection of any area, system equipment, etc., needing testing or inspection prior to being covered up, must be made by the subcontractor in sufficient time to allow for inspection. (D) HOISTING: The Subcontractor, unless specifically called out elsewhere in the Subcontract, shall be responsible for hoisting its own materials, supplies and equipment. (E) CLEAN-UP: The Subcontractor shall perform all clean-up to a broom clean conditional for all their work covered by this agreement on a daily basis.

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(F) EEO: The Subcontractor is responsible for complying with all EEO, MBE, WBE, DBE, etc., requirements of the contract. (G) SURVEY AND PRIMARY ENGINEERING CONTROLS: The Contractor or Owner will provide initial primary survey control for the Subcontractor. It shall be the responsibility of the Subcontractor to maintain and preserve all stakes and other marks established by the Contractor or Owner and if such stakes or marks are destroyed by the Subcontractor, they will be replaced at their expense. (H) SDS: Prior to the start of your jobsite work, submit a Safety Data Sheet (SDS) for each substance you or your Subcontracts intend to use on jobsite which is classified as a hazardous substance by Federal or State agencies. Submit the SDS's to the Project Manager. ARTICLE 29. WARRANTY. Subcontractor warrants all labor and materials for the same time period as the Contractor warrants all labor and materials to the Owner. Notwithstanding the above, Subcontractor warrants all labor and material for at least one year from final completion of the project. ARTICLE 30. DISPUTES. All disputes which arise from this subcontract or the performance of work on this project or in any way related to this project shall be decided by binding arbitration in accordance with the Construction Industry Rules of the American Arbitration Association. Should Contractor be in a dispute with Owner involving the Subcontractor or the Subcontractor’s work, Contractor, at Contractor’s option, may require Subcontractor to join in that same dispute resolution proceeding. Should Contractor prevail in any arbitration the Arbitrator shall award Contractor reasonable attorney fees. ARTICLE 31. WATER INTRUSION Subcontractor shall protect its work, the work of other subcontractors, contractor’s work, and the project from weather damage and water intrusion. In the event water intrusion occurs from weather or any other cause due to Subcontractors failure to carry out its obligations in accordance with this paragraph, Subcontractor shall be responsible for the cost to remedy all damages caused thereby, including but not limited to testing and remediation of mold and toxic substances before and after remediation occurs. ARTICLE 32. COVID 19 PANDEMIC

The Contractor is bound by its agreement with the Owner to complete the work as required by the Prime Contract. If Subcontractor is delayed by the Covid-19 pandemic (“Covid-19”) itself and the Pandemic is shown by Subcontractor to be the sole cause of the delay then Subcontractor maybe entitled to an extension of time to the extent that the Contractor is able to obtain an extension of time from the Owner. Within 5 days of the anticipated delay caused by Covid-19, the Subcontractor shall provide to the Contractor written notice which includes the following: a) A detailed factual description of Covid-19 event which is causing the delay; b) A detailed analysis of the impact on Subcontractor’s ability to timely perform; c) Efforts and anticipated efforts which the Subcontract has taken to mitigate any delay; d) A detailed mitigation plan going forward; and e) Whether the Subcontractor can continue on the Project. Once the Subcontractor has fully complied with the above the Contractor will notify the Subcontractor of next steps. Any relief that is granted to the Subcontractor shall be limited to an equitable adjustment of the time of performance and shall be subject to and conditioned upon the Contractor obtaining similar relief from the Owner.