SUBCONTRACT AGREEMENT FORM

SUBCONTRACT NUMBER: REQUISITION NO.:

EFFECTIVE DATE OF THIS SUBCONTRACT IS

, 2007

This Agreement made as of the above effective date by and between BE&K Government Group, Inc. (hereinafter called Contractor whose principal address is 2000 International Park Drive, Birmingham, AL 35243 and ) (hereinafter called Subcontractor whose principal address is ) . WHEREAS, Subcontractor is desirous of entering into a Subcontract Agreement with Contractor for the supply of services as hereinafter provided and Contractor is willing to enter into such Subcontract Agreement based upon the terms and conditions contained herein. NOW, THEREFORE, for and in consideration of the following premises, the parties hereto intending to be legally bound do hereby agree as follows: ARTICLE 1 SCOPE OF WORK

General Scope of Supply Subcontractor shall furnish all materials, labor, (whatever crafts are required), fulltime supervision, tools, construction equipment, freight, safety equipment, insurance, and all other things necessary (unless specifically excluded herein) to complete in every way the following described work on the property of (hereinafter call Owner located at ) (hereinafter called the Project Site in accordance with the plans and specification and schedule requirements herein provided. ) Subcontractor proposal to perform the Work forms no part of the Subcontract Agreement and any terms and s conditions or qualifications in such proposal shall not be effective unless specifically set forth in the Miscellaneous Provisions, Article 4, below. Scope of Work and Services Project: BE&K Government Group, Inc. Scope of work for excavation and fill for entire remaining work for Package 6 Subcontractor is obligated to supply all labor, material and services required to perform the Work set forth below and as otherwise provided in the Contract Documents. Subcontractor obligations shall include, without s limitation, any related or incidental labor, material or services required to satisfy its obligations or any obligations reasonably inferable thereto, as well as any addenda or modifications issued subsequent to the date of this Subcontract. (end of scope of work) Notes: Submittals to be sent to the following address: BE&K Government Group, Inc. 123 Street Anywhere, XX 12345 Mark for: --------------

Subcontract Number

Special Base Requirements:

PERSONNEL AND VEHICLE ACCESS

The Subcontractor shall be required to obtain passes for all personnel, and vehicle passes for all vehicles (company and/or privately owned), to access the Installation and Government property. All Subcontractor employees shall wear passes on the front left-hand side of the outer garment, between the shoulder and the waistline so it is plainly visible at all times while entering, working on, and departing the Installation. Vehicle passes shall be displayed on the vehicle front dashboard at all times while entering, operating s on, or departing the Installation. Cell phone usage, on Base, while driving is strictly prohibited, and violators will be ticketed. ARTICLE 2 TIME AND SEQUENCE OF PERFORMANCE

Subcontractor recognizes Contractor obligation to Owner for timely progress and completion of the work, and s each part thereof, and that TIME IS OF THE ESSENCE in the performance of the work under this Agreement. Subcontractor agrees to perform the above-described work in accordance with the following directions: Subcontractor shall submit to the Contractor a detail schedule in accordance with Article 7.0 of Exhibit C Terms and Conditions of Subcontract . Subcontractor equipment and personnel loading shall be based on such schedule as approved by Contractor. s Should it become necessary to add equipment or personnel in order to achieve the scheduled milestone dates, Subcontractor shall do so at no additional cost to Contractor or the Owner. The General Superintendent will hold a pre-construction meeting prior to the start of construction and Subcontractor shall send at least one representative to the meeting. Subcontractor shall mobilize, begin, and complete all work in accordance with the approved project schedule. The attached preliminary schedule, Exhibit O, shall be used as a tool for Subcontractor to plan and execute Work, however, Subcontractor shall not mobilize or start any work without prior written notification from the General Superintendent. The General Superintendent will attempt to provide Subcontractor at least two weeks notice of required start date. ARTICLE 3 PRICE

Contractor agrees to pay Subcontractor for Performance of the Work for the not-to-exceed price of Dollars and No Cents United States Dollars ($ U.S.) Subcontract Price subject to adjustment only as expressly provided in this Subcontract )

(Hereinafter

*Subcontractor shall notify BEK GG in writing when the total amount invoiced is equal to 80% of the not-to-exceed amount of the Agreement. At that time, the remaining requirements of the Scope of Work will be evaluated and the subcontract will be adjusted if determined to be necessary. Authorized Out of Scope Work Exhibits F and G shall apply for authorized out-of-scope work that may be required and not included in the Subcontractor Lump Sum Proposal. All invoices for work performed on either a Unit Rate or Time and Material s basis shall be substantiated with Contractor approval for quantities performed on Unit Rate Basis and/or time sheets and material invoices for work performed on a T&M basis Remobilization/Demobilization Charge All mobilization and demobilization costs required for the Scope of Work as scheduled herein are included in the Lump Sum Price. The total Lump Sum Price includes two mobilizations and two demobilizations.

Subcontract Number

Payment Terms and Invoicing Instructions The Subcontractor may invoice for partial payment of the Subcontract Price for installed work on or before the 20th day of each month. Request for payment received after the 20th day of each month will be processed with the following months pay request. The Subcontractor estimated progress billing must be approved by the Contractor s prior to the Subcontractor submitting the invoice for payment. Contractor may, at its option, retain 10% percent of each progress payment until final payment is due as provided in this Agreement. Payments shall be made net fifteen - (15) days after receipt of properly submitted invoice and upon Contractor receipt of payment from Client. Final s payment shall be within thirty (30) days after completion of the Subcontractor Work, final written acceptance s and payment thereof by the Owner. Partial and final invoices must be accompanied with a Partial or Final Waiver of Lien (Exhibit D). Mail one (1) original copy of invoice to: BE&K Government Group, Inc. P.O. Box 12271 Birmingham, AL 35202-2271 Mark for--------------Attention: Accounts Payable ARTICLE 4 MISCELLANEOUS PROVISIONS

Clarification to Terms and Conditions for Subcontract (Exhibit C) Section 25.0, Owner shall be defined as ________________ for the purposes of naming the Owner as an addition insured on the Subcontractor Insurance s Certificate. ARTICLE 5 LIQUIDATED DAMAGES

If the contractor fails to complete the work within the time specified in the subcontract, Subcontractor shall pay Contractor liquidated damages, the sum of $__________ for each day of delay. ARTICLE 6 PAYMENT AND PERFORMANCE BONDS

Subcontractor is required to provide Payment and Performance bonds in the amount of 100% of the total Subcontract price for all subcontracts valued at $100,000 or more. Payment and Performance Bonds must be provided to the Contractor within ten (10) calendar days of the execution date of this agreement. Subcontractor s failure to furnish such bonds shall be deemed a material default. The bond cost is included in the total subcontract amount reflected in Article 3 above.

Subcontract Number

ARTICLE 7

EXHIBITS

This Subcontract consists of this Agreement and the Exhibits listed below which are attached and hereby become a part of this Subcontract. In the event of a conflict between any of the documents in this Subcontract, then this Agreement shall have the highest priority, followed by the Exhibits in the order listed: Exhibit A Exhibit B Exhibit B-1 Exhibit C Exhibit D Exhibit E Exhibit E-1 Exhibit F Exhibit G Exhibit H-1 Exhibit J Exhibit K Exhibit L Exhibit M Exhibit N Exhibit O Exhibit P Drawings and Specifications Project Special Terms and Condition Site Specific Conditions Terms and Conditions of Subcontract, Rev. dated 05/03/05 (six pages) Subcontractor Affidavit, Release of Lien, and General Release Rev. dated 1/09/04 (one page) s Subcontractor Safety, Health, and Environmental Requirements, Rev. dated 04/01/03 (four pages) Safety Task Planner (one page) Subcontract Unit Rates (does not apply) Subcontract Time and Material Rates (does not apply) Equal Opportunity Compliance (four pages) Subcontractor Daily Manpower Log (one page) s Work Order Request Form (one page) Pre-Lift Rigging Check List (three pages) NAVFAC Southern Division Environmental Compliance Assessment and Training System (two s pages) Wage Determination SF 1413 (five pages) Schedule (___ pages) Drawings List (___ pages)

Subcontract Number

ARTICLE 8 SUBCONTRACTOR

NOTICES CONTRACTOR BE&K Government Group, Inc. 2000 International Park Drive Birmingham, AL 35243 Amanda Tinsley (205) 972-6604

IN WITNESS WHEREOF, the parties hereto have caused this Subcontract to be executed by their duly authorized officers and representatives as of the day and year first above written.

SUBCONTRACTOR By:
(Type/Print Name)

Witness:
(Signature)

Title: Date:

BE&K Government Group, Inc. CONTRACTOR By: Amanda K. Tinsley

(Type/Print Name)

Witness:
(Signature)

Title: Date:

Contracts Administrator

Subcontract Number

EXHIBIT A DRAWINGS, SPECIFICATIONS, AND OTHER DOCUMENTS

I.

DRAWINGS Drawing No. Drawing Title Dwg. Rev. Date

*Full list of drawings provided in Exhibit P

II.

SPECIFICATIONS Section No. Specification Title Spec. Rev. Date

III.

OTHER DOCUMENTS Title None Revision Date

Subcontract Number

A 1

Exhibit B PROJECT SPECIAL TERMS AND CONDITIONS PRIME CONTRACT NO. ____________________ These Special Conditions are to be read in conjunction with the SUBCONTRACT GENERAL CONDITIONS (0392) as appropriate; these Special Conditions are to be considered supplementary to the SUBCONTRACT GENERAL CONDITIONS (03-92) except in those cases where there is conflict, in which cases these Special Conditions take precedence. CONTRACT refers to CONTRACTOR prime contract with the U. S. Government S (Department of the Navy); SUBCONTRACT refers to this SUBCONTRACT between CONTRACTOR and SUBCONTRACTOR. 1.0 INCORPORATION OF FEDERAL ACQUISITION REGULATIONS, BY REFERENCE 52.215-2 AUDIT AND RECORDS - NEGOTIATION (JUN 1999) (IN PARA (a) THRU S (e) CHANGE CONTRACTORTO READ SUBCONTRACTOR

1.1

The following Federal Acquisition Regulations (FAR) clauses are hereby incorporated by reference as if set out fully herein, except the word CONTRACTOR shall be substituted for the words Contracting Officer wherever they appear, and the term SUBCONTRACTOR shall be substituted for the term Contractor wherever it appears for all clauses incorporated within paragraph 1.0.
PARAGRAPH 52.203-3 52.203-5 52.203-7 52.203-8 52.203-10 52.203-11 52.203-12 52.204-2 52.209-6.1 52.211-14 52.215-2 52.215-10 52.215-11 52.215-12 52.215-13 52.215-14 52.215-15 52.215-18 52.215-19 52.215-21 52.219-8 52.219-9 TITLE GRATUITIES (APR 1984) COVENANT AGAINST CONTINGENT FEES (APR 1984) ANTI-KICKBACK PROCEDURES (JUL 1995) CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2005) LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2005) SECURITY REQUIREMENTS (AUG 1996) ALTERNATE II (APR 1984) PROTECTING THE GOVERNMENT INTEREST WHEN S SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JAN 2005) NOTICE OF PRIORITY RATING FOR NATIONAL DEFENSE USE (SEP 1990) AUDIT AND RECORDS NEGOTIATION (JUN 1999) PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997) PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA MODIFICATIONS (OCT 1997) SUBCONTRACTOR COST OR PRICING DATA (OCT 1997) SUBCONTRACTOR COST OR PRICING DATA MODIFICATIONS (OCT 1997) INTEGRITY OF UNIT PRICES (OCT 1997) PENSION ADJUSTMENTS AND ASSET REVERSIONS (OCT 2004) REVERSION OR ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS (JUL 2005) NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997) REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA -MODIFICATION (OCT 1997) UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004) SMALL BUSINESS SUBCONTRACTING PLAN (JUL 2005) ALTERNATE II

Subcontract Number

B-1 1

52.219-16 52.219-25 52.222-3 52.222-4 52.222-6 52.222-7 52.222-8 52.222-9 52.222-10 52.222-11 52.222-12 52.222-13 52.222-14 52.222-15 52.222-21 52.222-26 52.222-27 52.222-35 52.222-36 52.222-37 52.222-38 52.223-5 52.223-6 52.223-14 52.225-13 52.227-1 52.227-2 52.229-3 52.229-8 52.230-2 52.230-3 52.230-6 52.232-17 52.232-23 52.232-27 52.233-1 52.236-5 52.236-7 52.236-8 52.236-9 52.236-10 52.236-11 52.236-12 52.236-13 52.236-15 52.236-17 52.242-13

LIQUIDATED DAMAGES-SUBCONTRACTING PLAN (JAN 1999) SMALL DISADVANTAGED BUSINESS PARTICIPATION PROGRAM--DISADVANTAGED STATUS AND REPORTING (OCT 1999) CONVICT LABOR (JUN 2003) CONTRACT WORK HOURS AND SAFETY STANDARDS ACT-OVERTIME COMPENSATION (JULY 1995) DAVIS-BACON ACT (JUL 2005) WITHHOLDING OF FUNDS (FEB 1988) PAYROLLS AND BASIC RECORDS (FEB 1988) APPRENTICES AND TRAINEES (JUL 2005) COMPLIANCE WITH COPELAND ACT REQUIREMENTS (FEB 1988) SUBCONTRACTS (LABOR STANDARDS) (JUL 2005) CONTRACT TERMINATION DEBARMENT (FEB 1988) COMPLIANCE WITH DAVIS-BACON AND RELATED ACT REGULATIONS (FEB 1988) DISPUTES CONCERNING LABOR STANDARDS (FEB 1988) CERTIFICATION OF ELIGIBILITY (FEB 1988) PROHIBITION OF SEGREGATED FACILITIES (FEB 1999) EQUAL OPPORTUNITY (APR 2002) AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR CONSTRUCTION (FEB 1999) AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA (DEC 2001) AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998) EMPLOYMENT RECORDS ON DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA (DEC 2001) COMPLIANCE WITH VETERANSEMPLOYMENT REPORTING REQUIREMENTS (DEC 2001) POLLUTION PREVENTION AND RIGHT TO KNOW INFORMATION (AUG 2003) DRUG-FREE WORKPLACE (MAY 2001) TOXIC CHEMICAL RELEASE REPORTING (AUG 2003) RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2006) AUTHORIZATION AND CONSENT (JULY 1995) NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (AUG 1996) FEDERAL, STATE AND LOCAL TAXES (APR 2003) TAXES FOREIGN COST-REIMBURSEMENT CONTRACTS (MAR 1990) COST ACCOUNTING STANDARDS (APR 1998) DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (APR 1998) ADMINISTRATION OF COST ACCOUNTING STANDARDS (APR 2005) AVAILABILITY OF FUNDS (APR 1984) ASSIGNMENT OF CLAIMS (JAN 1986) ALTERNATE I (APR 1984) PROMPT PAYMENT FOR CONSTRUCTION CONTRACTS (SEP 2005) DISPUTES (JUL 2002) ALTERNATE (DEC 1991) MATERIAL AND WORKMANSHIP (APR 1984) PERMITS AND RESPONSIBILITIES (NOV 1991) OTHER CONTRACTS (APR 1984) PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT, UTILITIES AND IMPROVEMENTS (APR 1984) OPERATIONS AND STORAGE AREAS (APR 1984) USE AND POSSESSION PRIOR TO COMPLETION (APR 1984) CLEAN UP (APR 1984) ACCIDENT PREVENTION (NOV 1991) ALTERNATE (NOV 1991) SCHEDULES FOR CONSTRUCTION CONTRACTS (APR 1984) LAYOUT OF WORK (APR 1984) BANKRUPTCY (JUL 1995)

Subcontract Number

B-1 1

52.242-14 52.242-15 52.243-4 52.243-5 52.244-6 52.245-2 52.246-12 52.246-21 52.247-34 52.249-2 52.249-10 52.252-6 52.253-1

SUSPENSION OF WORK (APR 1984) STOP-WORK ORDER (AUG 1989) CHANGES (AUG 1987) CHANGES AND CHANGED CONDITIONS (APR 1984) SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (FEB 2006) GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS (MAY 2004) INSPECTION OF CONSTRUCTION (AUG 1996) WARRANTY OF CONSTRUCTION (MAR 1994) INSERT ONE YEAR F.O.B. DESTINATION (NOV 1991) TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED PRICE) (MAY 2004) ALTERNATE I (MAY 2004) DEFAULT (FIXED-PRICE CONSTRUCTION) (APR 1984) AUTHORIZED DEVIATION IN CLAUSES (APR 1984) COMPUTER GENERATED FORMS (JAN 1991)

1.2

INCORPORATION OF DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT CLAUSES:

PARAGRAPH 242.203-7001 252.204-7003 252.209-7004 TITLE PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER DEFENSECONTRACT RELATED FELONIES (DEC 2004) CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992) SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED BY THE GOVERNMENT OF A TERRORIST COUNTRY (MAR 1998) PRICING ADJUSTMENT (DEC 1991) SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS) (APR 1996) NOTIFICATION OF DELAY PERFORMANCE (JUN 1998) PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS (APR 1993) PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (JUN 2004) RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS (MAR 2006) SECONDARY ARAB BOYCOTT OF ISRAEL (JUN 2005) RIGHTS TO SHOP DRAWINGS (APR 1966) SUPPLEMENTAL COST PRINCIPLES (DEC 1991) MODIFICATION PROPOSALS-PRICE BREAKDOWN (DEC 1991) MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM (NOV 2005) COST/SCHEDULE STATUS REPORT (MAR 2005) PRICING OF CONTRACT MODIFICATIONS (DEC 1991) SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (DOD CONTRACTS) (NOV 2005) MATERIAL INSPECTION AND RECEIVING REPORT (MAR 2003) TRANSPORTATION OF SUPPLIES BY SEA (NOV 1995) NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA (NOV 1995)

252.215-7000 252.219-7003 252.219-7011 252.223-7006 252.225-7012 252.225-7016 252.225.7031 252.227-7033 252.231-7000 252.236-7000 252.242-7004 252.242-7005 252.243-7001 252.244-7000 252.246-7000 252.247-7023 252.247-7024

Subcontract Number

B-1 1

EXHIBIT B-1 SITE SPECIFIC CONDITIONS

SUBCONTRACTOR SHALL: 1. Submit each day, prior to 1200 Hours, the Daily Manpower Log (Exhibit J) to Contractor for review and approval with a detailed listing of employees, hours worked from the previous day, equipment on site, work activities and any problems/delays encountered. Submit on a weekly basis, updates to its Project Schedule to include quantities installed/tested as applicable. Provide annual inspection reports for any crane used. Be responsible for the clean-up, removal and proper disposal of any environmentalspills/leaks caused by the Subcontractor (Hydraulic oils, motor oils, industrial solvents/cleaners, etc., including removal of any and all contaminated soils/gravels and disposal of materials in a licensed disposal site.) Provide for telephone or cell phone services as it may require. Be responsible for providing electric connection to power source(s) as provided to Subcontractor. Be responsible for providing water connection to any provided construction water source(s) provided to the Subcontractor. Be responsible for providing drinking water, ice, trash containers and trash disposal (at an offsite location) to support the its on site activities. Be responsible for any damage that they cause to the site, roadways, swales, equipment or structural foundations and concrete slabs. Be responsible for any office facilities required by the Subcontractor. Require its employees to park their vehicles only in the designated construction parking area. Be responsible for housekeeping on a daily basis in order to maintain a safe, organized and sanitary work area. Subcontractor must provide and maintain trash receptacles for drink cups at every water container and at any area designated for breaks. Failure to maintain its work areas in the described manner may be cause for third party cleanup at the Subcontractor cost. s

2. 3. 4.

5. 6. 7. 8. 9. 10. 11. 12.

Subcontract Number

B-1 1

EXHIBIT C TERMS AND CONDITIONS OF SUBCONTRACT

1.0. GUARANTY. Subcontractor guarantees to Contractor and Owner that the Work shall be performed free from defects in materials and workmanship (and in any designs or engineering supplied by Subcontractor), that the Work shall be in strict compliance with all terms and conditions and the plans and specifications included with the Subcontract Documents, and shall be of the highest quality, new (unless otherwise agreed in writing), and fit for its specified purpose. In the event any Work does not meet these warranties at all times up to (12) months from Contractor final s written acceptance, Subcontractor shall promptly correct and/or replace any such Work at no cost to Contractor or Owner. In the event that Subcontractor fails to take immediate steps to promptly correct such defects in the Work, or in the event that such defects may damage property or jeopardize the safety of persons, then Contractor or Owner may immediately take such steps to remedy defects in Subcontractor work, and the costs thereof shall be chargeable to s Subcontractor. Corrective work under Section 1.0 or Section 1.1 shall be guaranteed for no less than an additional 12 months from the time of correction. DRAWINGS AND SPECIFICATIONS. The drawings and specifications are intended to describe the Work complete in every detail and the Subcontractor shall perform the Work in accordance with the obvious intent of the documents and shall provide all work as may be reasonably inferable there from. Subcontractor shall not knowingly take advantage of any errors in the drawings and specifications. Should any error or inconsistency appear in the drawings, specifications, or other subcontract documents, Subcontractor shall immediately report such errors or discrepancy to Contractor. Anything described in the specifications and not shown in the drawings or otherwise shown in the drawings and not described in the specifications shall be considered to be shown or described in both. No work shall be performed without drawings and specifications clearly marked Approved for Constructionby the Contractor. Subcontractor shall also submit Subcontractor and its vendor shop drawings to Contractor for general s s review. Such review of shop drawings shall not relieve the Subcontractor of its obligations hereunder and shall not constitute an acceptance of the accuracy of such information. Subcontractor shall maintain a complete and accurate set of Approved for Constructiondrawings on the site, fieldmarked and redlined,showing the Work as built. Such set of as-builtredlined drawings shall be turned over to the Contractor at the completion of the Work. CONDITIONS AFFECTING THE WORK. Subcontractor represents that it has carefully examined the site and the drawings and specifications and all other local conditions that may in any manner affect the Work and Subcontractor assumes all such risks and conditions and agrees to fully complete the Work for the Subcontract Price and within the schedule established in the Subcontract. Information concerning the site of the Work furnished by Contractor or Owner is not in any manner guaranteed. INSPECTION AND TESTING. Subcontractor shall inspect all materials, equipment, and other supplies upon arrival at the project site that are to be incorporated in the Work, whether supplied by Subcontractor, Contractor, or others. Subcontractor shall fully comply with all inspection, testing, and quality control requirements contained in the subcontract documents. Failure to make inspection or failure to reject the Work shall in no way relieve Subcontractor of its obligations to fulfill the requirements of this Subcontract. Rejection by Contractor of Work shall be final and binding upon the parties. Such rejected Work shall promptly be corrected or replaced by Subcontractor at Subcontractor expense. Should s Subcontractor fail to promptly make such repairs or replacement, then Contractor may have such corrections made at Subcontractor expense. s STOP WORK ORDERS. Should Subcontractor fail to comply with any of the requirements of this Subcontract, Contractor may issue a stop work order to Subcontractor. Thereupon, Subcontractor shall immediately cease all Work or portion thereof as may be specifically designated in such stop work order until such time as Contractor concludes that Subcontractor has corrected its failure of performance. No adjustments shall be made to the Subcontract Price or Schedule as a result of any stop work orders being issued by Contractor. SUBCONTRACTOR DEFAULT. In the event that Subcontractor (1) fails to perform any of its obligations under this Subcontract and shall fail to correct such nonperformance within FIVE (5) WORKING DAYS following the written notice thereof from Contractor, or (2) is the object of any act of bankruptcy or insolvency, Contractor may, without prejudice to any other rights or remedies under this Subcontract or at law or equity, cease all further payments to Subcontractor and/or terminate Subcontractor right to continue performance of the Work. In the event of such s termination, Contractor shall have the right to (1) take possession of all materials or other things at the jobsite or on

1.1.

2.0.

2.1. 2.2.

2.3.

3.0.

4.0.

4.1.

5.0.

6.0.

Subcontract Number

C 1

6.1.

6.2.

order for delivery to the jobsite, and (2) assume all outstanding purchase orders, lower tier subcontracts, rental agreements, and other commitments made and entered into by Subcontractor, and may finish the Work by whatever means Contractor may deem appropriate, at the cost of Subcontractor. Subcontractor shall be deemed to be in default under this Subcontract whenever Subcontractor is unable to supply enough properly skilled workers, material, or equipment to execute the Work for a period of five (5) working days, if this inability is due to a strike, lockout, picketing, or other labor disturbances. Persistent or repeated interference with the Work of less than five (5) days duration shall likewise be considered a default hereunder. In the event Contractor terminates Subcontractor right to performance under this Section 6.0 for default, but it is later s determined by a Court, Arbitration Panel, the Contractor, or other party that Subcontractor was not in default, then the termination shall be treated as having occurred under Section 14.0 SCHEDULE. Subcontractor shall schedule and execute the Work as may be required to meet its obligations under the Subcontract. Within 5 days after the date of Subcontract award, Subcontractor shall submit, for Contractor review s and approval, a schedule in a format specified by Contractor, outlining in detail Subcontractor sequence of s performance of Work, with milestone completion dates for major components of the Work, actual manpower by craft for total job (to include salaried supervision personnel). Upon Contractor review and approval of such schedule, s Subcontractor agrees to comply with such scheduled performance of the Work and provide weekly progress updates. Contractor review and approval of any schedule shall in no way relieve Subcontractor of its final performance s obligations under the Subcontract, unless a written change is made under Section 12.0, below. Subcontractor shall submit to Contractor periodic progress reports at least monthly or more frequently as may be directed by Contractor showing the progress of Subcontractor Work with comparisons made to the most current s Subcontractor schedule. In the event Subcontractor Work is behind schedule, Subcontractor report shall include a s s detailed analysis of the means which Subcontractor shall utilize to regain the schedule without adjustment to the Subcontract Price. Subcontractor understands and agrees that Contractor, Owner, or other contractors shall be working in and around the Project Site. Subcontractor agrees to coordinate its Work with the work of others and to afford such other parties reasonable access to the Site so as to enable such other parties to perform their work. Subcontractor agrees to cooperate with such other parties as may be necessary for the beneficial progress of the project as a whole. Subcontractor agrees to reasonably adjust its sequence of performance of its Work at the direction of Contractor without additional compensation so as to minimize interference with others. OVERTIME COSTS. Scheduled overtime shall not be performed by Subcontractor without the written approval of Contractor. Casual overtime as may be required by the Work (such as concrete pours, etc.) does not require prior approval by Contractor, but Subcontractor shall notify Contractor of such casual overtime. All costs of overtime shall be at Subcontractor sole cost and expense unless otherwise approved in writing by Contractor and a change to s Subcontract issued therefore. In the event of authorized payment of overtime by Contractor, such payment shall be made only for the premium portion of applicable overtime wages, including actual direct cost of statutory taxes applicable thereto. In no event shall Contractor be liable for inefficiencies, compression, impact, or acceleration claims. Subcontractor sole compensation for any schedule changes shall be limited to that permitted by this Section. s Due to the disruptive effect of overtime work on a large site, Subcontractor shall discuss the use of regularly scheduled overtime with Contractor to explore alternate ways to achieve schedule performance. Contractor must approve in writing regularly scheduled overtime, spot overtime or weekend work, prior to such overtime being incurred. FORCE MAJEURE. In the event that Subcontractor, Contractor or Owner is delayed in the performance of any of their respective obligations under this Subcontract, and such delay results from Acts of God, fires, accidents or other casualty of such kind beyond the reasonable control and without fault of the party delayed, then the time for the performance of such services by the delayed party shall be extended for the period of time solely attributable to such delay. In the event of such delay, the delayed party shall give written notice to the other of such delay and the expected duration thereof. The delayed party shall, without additional compensation, take such steps as may be reasonably necessary to minimize the effect of such delay. Subcontractor shall not be entitled to any adjustments to the Subcontract Price due to such delays. RIGHT TO OCCUPANCY PRIOR TO COMPLETION. Contractor and/or Owner shall have the right to occupy a portion or portions of Subcontractor Work areas and to utilize such areas as Contractor and/or Owner may require. s Such occupancy or use shall not constitute acceptance of Subcontractor Work. s COMPLETION AND ACCEPTANCE PROCEDURE. When Subcontractor believes its Work to be fully completed, Subcontractor shall notify Contractor in writing thereof. Within fifteen (15) working days after the receipt of such notice, Contractor shall either reject or accept the Work. Any rejection shall set forth the reasons for rejection and shall specify which portions of the Work remain to be completed or corrected.

7.0.

7.1.

7.2

8.0.

8.1

9.0.

10.0.

11.0.

Subcontract Number

C 2

11.1.

11.2.

In the event that Contractor rejects any portion of the Work, Subcontractor shall take immediate steps to remedy such rejected Work. In the event that such corrective measures may extend beyond five working days from the date of such rejection, Subcontractor shall provide Contractor with a schedule outlining in detail the manner and timing of performance of such required corrective action. Upon completion by Subcontractor of such corrective measures, Subcontractor shall again notify Contractor that the Work is fully complete. Thereafter such procedures as outlined above shall be repeated until the Work is finally accepted by Contractor. Failure to inspect or accept the Work shall not be deemed to be an acceptance by Contractor under this provision. No acceptance granted hereunder shall be deemed a waiver of Subcontractor guarantee obligations under any provisions s of the Subcontract. CHANGES TO THE SUBCONTRACT. Contractor may at any time and without notice to or consent by any surety make changes to the Work by additions, deletion, or modifications to the Work to be performed hereunder. Notification of such changes shall be made in writing and be signed by Contractor authorized representative. s Within five (5) working days after receipt of notice of any change from Contractor, Subcontractor shall notify Contractor in writing as to any adjustments in the Subcontract Price or Schedule which Subcontractor believes is necessitated by such change. Such information by Subcontractor shall be supported by quantity surveys, materials, and pricing as may be reasonably necessary to support such request for additional compensation. Subcontractor shall not perform any changes to the Work without having received prior written instructions from Contractor and in particular approval of changes to the Subcontract Price and schedule. Upon receipt of written modification to Subcontract from Contractor, Subcontractor shall promptly proceed with the Work as so changed. Notwithstanding the preceding paragraph Work performed at the specific written direction of Contractor with written acknowledgment that the parties have not reached agreement to Subcontract Price and schedule adjustment shall be governed in accordance with Section 15.0, Claims. Changes to the Subcontract Price as agreed upon between the parties and evidenced by a written modification to Subcontract shall be all inclusive with respect to such changes to the Scope of Work, including all costs of varying overheads, ripple, impact, or cardinal changes, and Subcontractor waives any other claims for additional compensation or changes to schedule which may be based thereon. SUSPENSION OF WORK. Contractor may at any time, by written notice to Subcontractor, suspend all or any portion of the Work to be performed hereunder. Upon receipt of such notice, Subcontractor shall immediately suspend such portion of the Work and take steps as necessary to mitigate the adverse effect of such suspension. In no event shall Contractor be liable for any loss of anticipated profits or damages incurred by reason of such suspension. TERMINATION FOR CONVENIENCE. Contractor and/or Owner may at any time for its convenience and without cause terminate all or any portion of the Work to be performed hereunder. Upon notice of termination, Subcontractor shall immediately stop all Work so terminated and shall take immediate steps (1) to protect all Work in progress, and (2) to mitigate the cost to Owner and Contractor of such termination. If Subcontractor has completely performed all of its obligations up to the date of such termination, and fully cooperated in mitigating costs, Subcontractor shall be entitled to the actual direct costs of such Work satisfactorily performed to the date of termination plus a reasonable amount for overhead and profit (not to exceed 7% of such direct costs) provided that such costs will not be in excess of the pro-rata portion of the Subcontract price based upon the percentage of Work completed prior to the date of termination. Such payments shall be subject to offset due to claims of Contractor against Subcontractor of any character. In no event shall payments made to Subcontractor exceed the Subcontract Price. CLAIMS. In the event of any occurrence that Subcontractor believes gives rise to any claim against Contractor and/or Owner, Subcontractor shall give prompt written notice thereof to Contractor not later than five (5) working days after such occurrence. Such notification shall give in specific detail the facts of such occurrence, the justification for any increase in Subcontract Price or modification to the schedule, and supporting documentation as required by Contractor. Subcontractor waives any and all claims against Contractor and/or Owner for any claims not filed in strict accordance with the provisions of this Section. Upon receipt of notice from Subcontractor in accordance with the preceding Section, the parties shall negotiate in good faith to resolve any differences relative to such claim. In no event shall Subcontractor cease performance of any Work pending the resolution of any claim. Contractor shall not be bound to any changes in the Subcontract Price or schedule without its agreement and a change order issued under Section 12. No claims may be asserted by Subcontractor after final payment. In any event, Subcontractor shall not be entitled under this Subcontract or otherwise to, (and hereby waives any claims, for) lost profits or consequential damages. Subcontractor remedies are limited to those expressly s provided for in this Subcontract. Limitations of liability and waivers established herein for the benefit of Owner, Contractor, their respective affiliates, officers, directors, and employees shall be effective regardless of negligence, strict liability, or negligence of such parties.

12.0.

12.1.

12.2. 12.3.

12.4.

13.0.

14.0.

14.1.

15.0.

15.1.

Subcontract Number

C 3

16.0.

16.1.

PROTECTION OF THE WORK. Subcontractor shall protect its Work and all materials, equipment, supplies and other items to be incorporated therein, from and against any and all loss, damage, or destruction due to rain, flooding, freezing, fire, theft, mysterious disappearance or other casualty. Subcontractor shall additionally protect other work at the project as well as Owner existing property or facilities from any loss, damage or other casualty, including but not s limited to roads, buildings, material storage or other real or personal property. All costs incurred by Subcontractor under this Section shall be without additional reimbursement from Contractor. Neither Contractor nor Owner shall be liable for any loss of or damage to Subcontractor Work prior to final s completion and acceptance; provided however, that Subcontractor shall be afforded the benefit of any proceeds of the riskbuilder risk insurance as may be provided by Contractor and/or Owner to the extent attributable to loss, all s damage, or casualty to Subcontractor Work. s SUBCONTRACTOR TOOLS AND EQUIPMENT. Subcontractor shall promptly remove and replace any tools S or equipment that in any manner may be unsafe or inadequate for the proper performance of the Work. In no event shall Contractor or Owner be liable for any loss of or damage to Subcontractor tools and equipment. s Subcontractor agrees to insure or self-insure such property and waives all recovery and subrogation rights against Contractor and/or Owner for any such loss or damage, regardless of the negligence of Contractor or Owner. SUBCONTRACTOR-FURNISHED MATERIALS AND EQUIPMENT. Subcontractor shall be responsible for arranging shipment, transportation, off-loading, and storage of all Subcontractor-furnished materials or equipment to be received at the project site. Delivery shall be consigned solely to Subcontractor. ALL DELIVERIES SHALL BE MADE TO SUBCONTRACTOR AT SUBCONTRACTOR DESIGNATED GATE. In no event shall Contractor or S Owner be liable for costs of shipment, handling, storage, or demurrage charges. Subcontractor shall advise Contractor as to the timing of delivery of materials and equipment at the Project Site. Available storage, laydown areas, or staging areas shall be only those specifically authorized by Contractor. In the event Subcontractor delays off-loading and storage of its materials or equipment and such delay may hamper the progress of the Project as a whole, then in such event Contractor may of-load and store Subcontractor materials or s equipment (but shall not be required to do so) at Subcontractor expense. In the event of such off-loading or storage s by Contractor, all risk of loss or damage thereto shall be borne by Subcontractor, and Subcontractor waives all recovery and subrogation rights against Contractor for such risks, regardless of the negligence of Contractor. CONTRACTOR-FURNISHED MATERIALS, EQUIPMENT, AND UTILITIES. After acceptance of materials and equipment furnished by Contractor, Subcontractor shall be solely responsible for the safe handling and storage of such materials and equipment and assumes exclusive responsibility for any loss of or damage thereto. Any surplus materials or equipment remaining after Subcontractor completion of its Work shall either be returned to Contractor or s be disposed of as Contractor may direct and approve, the proceeds thereof to be returned to Contractor. Subcontractor acceptance and/or use of Contractor furnished tools or equipment shall create an irrebuttable s presumption that such tools and equipment are in a safe and operable condition and fit for Subcontractor use. s Subcontractor shall notify Contractor not less than fifteen (15) days prior to its requirement for particular Contractor (or Owner) furnished materials or equipment which could cause a material delay to Subcontractor Work. Failure of s Subcontractor to furnish such advance notice shall be grounds for denial of any claims for additional compensation or extension of schedule. TITLE TO WORK. Title to all materials, equipment, goods and other things shall pass to Owner upon payment therefore or incorporation into the Work, whichever occurs first. Such title shall be free and clear from any and all liens or encumbrances of any nature. Notwithstanding the transfer of title to Owner under the preceding Section, care, custody, and control of Subcontractor Work shall remain with Subcontractor until final completion and acceptance in writing. s SITE LABOR. Subcontractor shall staff its Work with properly qualified craft and supervisory personnel as may be necessary for the proper performance of the Work. Subcontractor shall provide Contractor a detailed staffing plan for the duration of the project. Craft personnel shall be properly licensed as may be required by applicable law. Subcontractor employees shall strictly comply with all Contractor and Owner site operations and safety rules and regulations. Subcontractor shall appoint a representative who shall have full direction and charge of its Work. Subcontractor shall have its representative on site during all times while its employees or subcontractors are on site to ensure the Work is managed/directed properly. Such representative shall be subject to Contractor approval. Subcontractor s s representative shall be fully authorized to act on behalf of Subcontractor. Any communications to such representative shall be binding upon Subcontractor. No supervisory personnel at any level above foreman shall be removed from the Work without the consent of Contractor. Contractor may require Subcontractor to remove any of its personnel from the Project Site whom Contractor or Owner deems to be objectionable in Contractor or Owner sole judgment. Any such person shall be immediately removed s from the Project Site and shall not again be reassigned to the Project Site without Contractor written consent. s

17.0. 17.1.

18.0.

18.1.

19.0.

19.1.

20.0. 20.1.

21.0.

21.1.

21.2.

Subcontract Number

C 4

21.3. 21.4.

21.5.

21.6

Subcontractor shall advise Contractor of any actual or potential labor dispute that may in any way affect the progress of the Work. No such dispute shall constitute Force Majeure or otherwise justify any change in Subcontractor schedule. s Subcontractor agrees not to knowingly hire employees who are currently working or who have worked for another contractor at this job site within the last thirty (30) days. With Owner Site Representative advance approval, an s exception may be made for employees working for a contractor whose work at the job site is complete. Subcontractor agrees to work in harmony with Contractor and Owner employees and their subcontractors and s s suppliers at the Work Site. Contractor agrees to manage the Work and its employees in such a manner so as to minimize the occurrence of strikes, work stoppages or other disturbances to Contractor, Owner or any other contractor or subcontractor working at the Work Site. Subcontractor further agrees that all labor employed by Subcontractor for the Work shall be in harmony with and be compatible with all other labor being used by the Owner and any other contractors. Contractor shall have exclusive control and responsibility for its own labor relations. Failure to comply with this clause shall constitute a material breach of the Subcontract. Subcontractor shall coordinate its work schedule as directed by Contractor and with other contractors and subcontractors. SAFETY. Subcontractor shall be solely responsible for providing its employees with a safe place to work and to protect its employees against any peculiar risks presented by the work place or the nature of the Work, including but not limited to scaffolding and structural work. Subcontractor agrees to abide by any and all federal, state, or local safety laws, rules and/or regulations. Subcontractor has reviewed the requirements of Exhibit E-1 and agrees that compliance with such requirements is an essential requirement of this Agreement. Subcontractor shall at all times maintain an anti-drug program acceptable to Contractor. At a minimum, such program will provide for site specific testing no more than thirty- (30) days prior to each employee arrival on site, random, accident, and for-cause testing. The panel and cut-off levels must be approved s by Contractor. Nothing contained herein shall in any way limit or be considered a substitution for Subcontractor own s safety responsibility that is sole and exclusive as to its employees. Contractor or Owner may furnish emergency medical treatment or related services to Subcontractor employees in the s event of accident or work-related illness occurring at the project site. In the event that any such services are available, such treatment shall be furnished on a good Samaritanbasis and not as a contractual obligation. In consideration for any treatment or services, Subcontractor assumes all liability for and agrees to defend, indemnify, and hold Contractor harmless for any injuries and damages to any of its employees arising out of or in any way attributable to such emergency services, regardless of legal theory or negligence (including sole negligence) of the parties. Nothing contained in this provision shall impose a duty upon Contractor or Owner to furnish such services to Subcontractor s employees. HOUSEKEEPING. Subcontractor shall keep the premises related to its Work in a clean and neat condition. Subcontractor shall remove all debris from the Project Site and shall promptly dispose of the same. HAZARDOUS MATERIALS. Subcontractor shall not cause or permit to be released in connection with the Work to be performed any hazardous wastes or toxic substances and/or any other waste, pollution, noxious gases or substances, or any other substances in violation of applicable laws, rules and regulations. Subcontractor certifies its compliance with all provisions of the Resource Conservation and Recovery Act (RCRA), and shall properly dispose of any hazardous waste or toxic substances that may be generated through the execution of its Work hereunder. Such disposal shall include obtaining all necessary federal identification numbers, permits, and licenses required for the proper disposal of such hazardous wastes or toxic substances. Subcontractor will not generate hazardous wastes or toxic substances in excess of the small quantity generator exclusion of RCRA. Any and all costs incurred with respect to environmental consideration shall be the sole responsibility of Subcontractor. INSURANCE. Prior to the commencement of Work hereunder, Subcontractor shall obtain and shall maintain the following insurance coverages: a. Worker Compensation and Employer Liability insurance as required by law. Minimum limits of s s Employer liability shall not be less than $100,000 per occurrence. Such insurance shall include all s longshoremen and harbor workers coverage as may be required by law. Such policies shall be endorsed to provide subrogation waivers to Contractor, Owner and Architect. b. Commercial General Liability Insurance including broad form property coverage, contractual liability endorsements, completed operations, XCU coverage and independent contractor endorsement. Such s insurance shall be maintained with not less than $1,000,000 combined single limit per occurrence. Such policy shall be endorsed to name Contractor, Owner and Architect as additional insureds. c. Automobile Liability Insurance. Insurance covering owned, non-owned and hired vehicles, shall be maintained with combined single limits of not less than $1,000,000 per occurrence. Such policy shall be endorsed to name Contractor, Owner and Architect as additional insureds.

22.0. 22.1.

22.2.

23.0. 24.0.

25.0.

Subcontract Number

C 5

25.1.

25.2.

Comprehensive excess indemnity (umbrella) coverage shall be maintained in an amount not less than $5,000,000 per occurrence. Such policy shall be endorsed to name Contractor, Owner and Architect as additional insureds. e. Equipment Floater insurance covering loss of or damage to Subcontractor tools and equipment shall be s maintained by Subcontractor to the full insurable value thereof. Such policy shall be endorsed to provide subrogation waivers to Contractor and Owner. The insurance provided by Subcontractor shall be primary and non-contributory with respect to any insurance which Contractor or Owner may, at their discretion, elect to provide. Comprehensive general liability, automobile liability, and excess liability insurance shall contain a cross liability endorsement and a severability of interest clause. Subcontractor shall furnish to Contractor prior to starting Work at the project site a certificate of insurance evidencing all coverages required to be carried under this Subcontract. Such certificates shall be on forms supplied by Contractor or such other forms as Contractor may approve. Upon specific request of Contractor, Subcontractor shall deliver certified copies of all insurance required to be carried by Subcontractor hereunder. Certificates of insurance shall specifically provide that no policies may be modified or canceled without 30 days advance written notice to Contractor. The supply of insurance by Subcontractor in accordance with these requirements does not limit Subcontractor s liability. RiskBuilder Risk insurance covering loss of or damage to materials and equipment furnished by Contractor or All s Owner that are intended to be incorporated into the completed Work shall be provided by the Contractor or Owner. Subcontractor shall be responsible for the payment of applicable deductibles or exclusions for each insured loss to the Work including such materials or equipment that are placed in the care, custody, and control of subcontractor. PAYMENT AND PERFORMANCE BOND. Contractor requires Subcontractor to furnish within ten (10) calendar days of the execution date of the subcontract, a payment and performance bond each in an amount equal to 100 percent of the full value of the Subcontract Price and Contractor shall reimburse the reasonable cost of such bonds. Subcontractor failure to furnish such bonds upon demand shall be deemed a material default. The surety and form of s the bonds shall be subject to Contractor approval. s If Subcontractor is declared by Contractor to be in default under any provision of this Subcontract, and Subcontractor s surety fails to commence and diligently continue remedial work Contractor may take over Subcontractor work by s whatever means Contractor deems appropriate, and Subcontractor and its surety shall be liable for all costs and expenses incurred by Contractor in the completion of Subcontractor Work. s INDEMNIFICATION. Subcontractor agrees to protect, indemnify, defend, and hold harmless Contractor, Owner and their respective agents, servants, officers, directors, and employees from and against: a. Any and all liabilities, losses, claims (including claims relating to liability contractually assumed by contractor), or causes of action due to (i) Subcontractor failure to comply with any provisions of this subcontract or (ii) s injury (including death) to persons (including but not limited to employees of Owner, Contractor, or Subcontractor) or (iii) damages to property (including but not limited to property of Contractor or Owner) arising directly or indirectly out of or in any way connected with the performance of the Work hereunder, including but not limited to acts or omissions of Subcontractor or its lower-tier subcontractors or their subcontractors or vendors. b. Actual or asserted infringement of any patents, copyrights, misappropriation of trade secrets, or proprietary information arising out of the use or sale of any materials, equipment, designs, or other things furnished by Subcontractor hereunder. Subcontractor indemnification obligations hereunder shall not be limited in any way by any limitation on the amount s or type of damages, compensation or benefits payable by or for Subcontractor under worker compensation acts, s disability acts, or any other benefit acts, and shall apply to the fullest extent permitted by law regardless of legal theory or alleged negligence of the party to be indemnified excepting only those instances which are caused by the sole negligence or willful misconduct of Contractor or Owner. Subcontractor acknowledges payment of $10.00 incorporated into the Subcontract Price as specific consideration of the indemnification obligations provided in this Subcontract. NOTE: the event that this subcontract is, for whatever reason, executed after work on the project has begun, then In the parties agree that they intend the indemnity provisions to have application from the outset of the Subcontractor work. s INDEPENDENT CONTRACTOR. Subcontractor is an independent contractor and separate employer with regard to any and all applicable unemployment laws, rules, and regulations or any other statutes. Subcontractor is solely responsible for the hiring, firing, promotion of its employees, record keeping and payment of taxes, including payroll deductions, pension or welfare funds or other payroll charges. Subcontractor shall be solely responsible for the means, methods, safety and manner of performance of its Work. Any instructions or directions given by Contractor shall be solely for the purpose of expressing the intended results and not for the manner of performance by Subcontractor. Supervision, direction, safety, and control of Subcontractor employees shall at all times be the responsibility of s Subcontractor.

d.

26.0.

26.1.

27.0.

27.1.

28.0.

Subcontract Number

C 6

29.0

PERMITS AND LICENSES. Subcontractor represents that it is fully qualified and licensed to do business in the jurisdiction in which the Work is to be performed. Subcontractor shall additionally provide any and all permits and inspections as may be required by the Work (other than those inspections or permits specifically stated herein to be provided by Contractor), all at Subcontractor cost. s CONFIDENTIALITY. Any and all trade secrets, drawings, specifications, data, materials or any other information supplied by Contractor, developed by Subcontractor, or otherwise observed at the Project Site in connection with the Work shall be held in confidence by Subcontractor and shall not be utilized or divulged to any other parties. Any and all such documents furnished by Contractor or Owner or developed by Subcontractor shall remain the property of Contractor and/or Owner. Any and all such information shall, upon request, be returned to Contractor or Owner upon completion of the Work. Such information and documents may be utilized by Contractor or Owner without restriction or further monetary obligation. PUBLICITY. Subcontractor shall not publicize or make news releases or advertisements concerning the Work without first obtaining Contractor express written approval. s INVOICES. Subcontractor shall submit separate invoices, on the dates and in the format specified by Contractor, for all work properly performed during the preceding period. The amount due, less retention, shall include a proper invoice with documentation acceptable to Contractor, provided Subcontractor is otherwise in compliance with this Agreement. Subcontractor invoice for final payment and/or release of retention shall be provided after Subcontractor s has completed the work and final payment shall be made after Contractor receipt of a proper final invoice, unless s otherwise provided. All invoices shall be accompanied by the appropriate partial or complete release of liens and general release of claims on such form as Contractor may prescribe. Final payment hereunder shall not constitute acceptance of Subcontractor work that is not in conformance with the Subcontract documents. s Subcontractor shall make prompt payments to its lower-tier subcontractors and vendors as the same may become due and payable. In the event that Subcontractor fails to make such payment or in the event that a claim is made by such lower-tier subcontractors or vendors, then Contractor reserves the right to make payment by joint check payable directly to such lower-tier subcontractors and vendors, and any amounts so paid shall be credited against the Subcontract Price. In the event that a lien or other encumbrance is filed against the Project Site or Owner existing s property, Subcontractor shall take immediate steps to discharge such lien through the posting of bond, cash, or otherwise. Should Subcontractor fail to do so, Contractor may (but is not obligated to) have such lien removed and the cost thereof shall be chargeable to Subcontractor, including any and all legal costs and expenses as may be incurred by Contractor. TAXES, DUTIES, AND GOVERNMENTAL CHARGES. The Subcontract Price stated herein is inclusive of any and all federal, state or local taxes, duties, gross receipts, ad valorem, administrative charges or other fees, which may be applicable to Subcontractor Work and compensation under this Subcontract. s AUDIT RIGHTS. For work performed on a unit price or cost reimbursable basis, Contractor and Owner shall be entitled to audit Subcontractor records and books relative to proper billings to Contractor from Subcontractor. Such s rights shall also extend to work for which Subcontractor has submitted a claim under the provisions of Section 15.0, Claims. Subcontractor refusal to provide access to records and documentation as may be requested by Contractor s shall be grounds for denial of such additional compensation or claims. Subcontractor shall maintain such records for a period of two (2) years from the date of final payment. LIEN WAIVER AND INDEMNIFICATION. To the fullest extent permitted by law, and subject to receipt of payment for the Work, Subcontractor for itself and, to the extent permitted by law, for its lower-tier subcontractors and vendors of every tier, waives any and all rights of lien including mechanic lien based upon payment for labor, s materials, equipment, or other things furnished by Subcontractor or its lower-tier subcontractors or vendors for the Work or any improvement to the Project and/or Owner property or adjacent premises. s SET-OFF. Contractor may deduct from any amounts due Subcontractor hereunder any amounts owed by Subcontractor to Contractor or Owner either under this Subcontract or under any other obligation of Subcontractor. Contractor may withhold payment for failure of Subcontractor to comply with this Agreement. QUANTITY ESTIMATES. In the event that the Subcontract Price includes unit prices based upon quantities which are estimated, Subcontractor acknowledges and agrees that the estimated units set forth are estimates only based upon the understanding of the parties at the time of the execution of this Subcontract, and that the quantity of units estimated are not guaranteed in any manner whatsoever, as independent circumstances shall control actual quantities used, and payment shall be only for actual quantities and not estimated quantities. No claims shall be allowed for, and Subcontractor expressly waives varying or cardinal changes to the quantity of estimated units. ASSIGNMENTS. Subcontractor shall not subcontract all or any portion of the Work hereunder to any other party without first obtaining Contractor prior written consent. Contractor disapproval of any proposed lower-tier s s

30.0.

31.0. 32.0.

32.1.

33.0.

34.0.

35.0.

36.0.

37.0.

38.0.

Subcontract Number

C 7

38.1.

38.2. 39.0.

subcontractor shall not give rise to any claim by Subcontractor hereunder. In the event that Contractor approves the letting of the Work to a lower-tier subcontractor, Subcontractor agrees to bind such lower-tier subcontractor to all of the terms and provisions hereof. In no event shall such lower tier subcontracting relieve Subcontractor of its obligations hereunder. Subcontractor shall not assign this Subcontract or payments due hereunder in whole or in part to any other party without the prior written consent of Contractor, and any purported assignment in violation thereof shall be voidable by Contractor. Subject to the preceding, the provisions of this Subcontract shall be binding upon all permitted successors and assigns of Subcontractor. Contractor reserves the right to assign this Subcontract to third parties, including without limitation to Owner or Owner or Contractor affiliates. s s OPTIONAL ARBITRATION REQUIREMENT. In the event Contractor is obligated to arbitrate a dispute with a third party, including but not limited to Owner, and the subject matter of such arbitration includes matters, in Contractor sole opinion, in any manner arising out of or associated with this Subcontract or the Work performed s hereunder, Subcontractor agrees to join in such arbitration proceedings as directed by Contractor, and Subcontractor consents to the jurisdiction of such arbitration provision and agrees to be finally bound by any decision which may be rendered in accordance with such arbitration proceedings. GRATUITIES/ETHICS. Subcontractor agrees not to offer or give to Contractor or Owner or their officers, employees, or agents any gift, payments, loans, or other gratuity that is designed to influence the judgment of Contractor or Owner concerning the award of any Work or to provide favorable treatment. Subcontractor shall perform its services with the highest regard for ethics. RIGHTS AND REMEDIES. Rights and remedies granted to Contractor herein, shall be cumulative and not in lieu of any legal right or remedy. Waiver by Contractor of a breach or failure to perform shall have no effect on its rights with respect to subsequent breaches or failure to perform on the part of Subcontractor. Should Contractor employ an attorney to enforce any provision hereof, or to collect damages for breach or default, Subcontractor and its surety agree to pay Contractor reasonable attorney fees and expenses. s CONSEQUENTIAL DAMAGES. Neither party shall be liable to the other for consequential damages in the nature of lost profits or revenues, lost sales, loss of products or facility. GOVERNING LAW, MERGER, AND SURVIVAL. Unless otherwise provided in the Subcontract, the terms and conditions of this Subcontract shall be construed and interpreted under, and all respective rights and duties of the parties shall be governed by the laws of the State where the Work is performed. This Subcontract contains the entire agreement between the parties and supersedes all previous proposals, understandings, correspondence and/or agreements, there being no other agreements or understandings other than those written or specified herein. Additions or changes shall not be binding unless they are in writing and signed by the parties. Provisions of this subcontract which, by their nature, would survive final completion and acceptance of the work shall remain in full force and in effect after the date of final completion and acceptance, or termination.

40.0.

41.0.

42.0. 43.0.

Subcontract Number

C 8

EXHIBIT D SUBCONTRACTOR AFFIDAVIT, RELEASE OF LIEN, AND GENERAL RELEASE S

[ CHECK ONE: [ ] FINAL RELEASE ACCOMPANYING FINAL INVOICE BILLING AS OF _____________________________, ____________ [INSERT DATE OF RELEASE] KNOW ALL MEN BY THESE PRESENT, that with reference to a subcontract dated ______________________, 20___, and identified as ____________________________________________________________________, the undersigned subcontractor (hereinafter called Subcontractor and ___________________________________________ (hereinafter called ) Contractor for ) the ______________________________________________________ __________________________________________________________________________________________________________ ______________________ (describe the work to be performed) (hereinafter called Work on behalf of ) ______________________________________________ (hereinafter called Owner at Owner project site located at ) s ______________________________________________________________________ (hereinafter called Project and in ), consideration of and effective upon receipt of payment of the sum of _______________________________________________ Dollars ($_______________) to be paid by Contractor to Subcontractor as partial payment under said Subcontract, said sum representing the full amount due to Subcontractor as of ___________________________, 20___, less and except that retention in the amount of _________________________________________ ($_____________) [IF FINAL RELEASE STATE NONE still ] being withheld by Contractor, all under and pursuant to the said Subcontract, Sub-contractor does hereby: 1. Certify to Contractor and Owner that all persons, firms and associations, corporations or other entities furnishing labor, services, materials or supplies, according to plans and specifications, or extra items, with respect to such Work have been paid in full as of the date hereof and that all bills and claims of every nature, including any and all applicable federal, state and local sales, use, excise or similar taxes or import duties, license fees or other royalties, incurred in connection therewith have been fully paid and satisfied, except the following (none unless noted): [FINAL RELEASE REQUIRES THAT NONE BE STATED]; Certify to Contractor and Owner that there are no financing statements, chattel mortgages, conditional bills of sale, retention of title agreements or any other liens affecting equipment apparatus or fixtures that have become part of the Work; and that it has and will not assign its claim for payment or its right to perfect a lien against the Work, the Project, or any component thereof; Remise, release, waive, relinquish and forever quitclaim unto Contractor and Owner, their successors and assigns, any and all manner of liens, claims and demands whatsoever against Contractor and Owner which the Subcontractor ever had, now has or which it or its successors or assigns hereafter can, shall or may have with regard to the Work, the Project or any component thereof furnished under the said Subcontract as of the date of this affidavit and release, except the following (none unless noted): ____________________________________________________________________________ _______________________________________________________________________ [FINAL RELEASE REQUIRES THAT NONE BE STATED]; Acknowledge and agree that this affidavit and release is made for the purpose of inducing Contractor to make full payment to Subcontractor, and the undersigned does hereby promise and agree to indemnify and hold harmless Contractor and Owner of and from any and all loss, cost, damage, liability and expense of any kind, including reasonable attorney fees, which s Contractor or Owner may incur or have asserted against it by the undersigned, its successors or assigns or any other party resulting from or connected with a lien or claim to a lien on the above-described Project and Work thereon, and for labor, service, materials and supplies provided by the undersigned Subcontractor, through and including the date hereof, AND IF THE RELEASE IS FOR FINAL PAYMENT, WHICH MAY ARISE AFTER THE DATE HEREOF. ] PARTIAL RELEASE ACCOMPANYING INTERIM PROGRESS INVOICE BILLING

2.

3.

4.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed on its behalf by its duly authorized officers, and its seal to be hereunto affixed, this _____ day of _______________, 20___. ATTEST: [Name of Subcontractor] By: By: Title: Subscribed and sworn to before me this ____ day of _______________, 20___. _____________________________________________ NOTARY PUBLIC

Subcontract Number

D 1

EXHIBIT E

SUBCONTRACTOR SAFETY, HEALTH, AND ENVIRONMENTAL REQUIREMENTS

Subcontractor is responsible for the safety and health of its employees. Full compliance with OSHA, MSHA, ANSI Standards incorporated by reference, Federal, State, and Local regulations is mandatory. In addition, BE&K requires that Subcontractor and its employees comply with the following requirements on all BE&K projects, in addition to Client requirements. Failure to comply could result in disqualification and removal of subcontractor. 1. Safety and Health Orientation. Each Subcontractor employee must attend the BE&K Safety Orientation and the site-specific client portion of the orientation, if required. Normally, such orientations will typically be two hours in duration, but this is an estimate for planning purposes only. Written Safety and Health Program. Subcontractor must have a written safety and health program, and written Hazard Communication Program. Personal Protective Equipment and Clothing (Subcontractor will avoid costly delays by ensuring that all its employees have, or are provided, required PPE and clothing). a) Safety glasses that meet ANSI Z-87.1 requirements must be worn at all times when on BE&K projects except in administrative areas. Safety glasses must have rigid side shields. No contact lenses are to be worn in the work area unless required for medical reasons, excluding administrative areas. b) Goggles and a face shield must be worn when cutting or grinding, or in designated areas. c) Hard soled, safety toed shoes or boots (ANSI Z-41 approved) are required to be worn while working on all BE&K projects. Such footwear is not required in administrative areas. Tennis shoe or athletic shoe style safety shoes are not permitted. d) Hardhats (not bump caps) are required, and must conform to ANSI Z-89.1, Class B. Hardhats are required to be worn with the bill forward (except for welders wearing hoods) on all BE&K projects. The hardhat must not be painted and must have Subcontractor identification logo or name on the s front of the hat. e) Hearing protection must be worn whenever noise is measured above 90dB, or normal conversation cannot be conducted, or when the area is posted as noise-hazardous. f) Shirts must have at least a four-inch sleeve and shirttails must be tucked into the trousers unless welding. Trousers must never be tucked into boots. Tank tops and shorts are prohibited. Perforated or mesh shirts and pants are prohibited. Nylon or polyester clothing is prohibited where it may be exposed to fire or excessive heat. g) Neck ties, hair below the top of the shoulders, finger rings, including wedding bands, dangling necklaces, bracelets, or ear rings must never be worn on BE&K project non-administrative areas. h) Full-body style safety harnesses, dual shock absorbing fall protection lanyards and devices to attach lanyards to beams, such as beam straps, will be used on BE&K projects as described below. Fall Protection a) On all BE&K construction projects, 100% fall protection is required when working more than 6 feet above the next lowest level, whether through installation of railing systems, use of fall protection harnesses and lanyards, or any other OSHA approved method. On maintenance projects, the fall protection height requirements may be four feet. b) When erecting or working on steel structures, the preferred method is to pre-install railing systems and other fall protection devices such as lifelines that facilitate tie-off. The first access for initial connection of steel beams should be in a JLG-type bucket lift but it may be conducted by climbing vertical beams if tied-off to a retractable lifeline. Subsequent access to steel for bolt-up must be by personal lifting devices such as stairs, JLG-type bucket lifts, ladders, or scaffolds. When on steel, 100% tie-off is always required when above six feet. c) When erecting or dismantling scaffolds on a construction site, 100% fall protection is required above 6 feet. On maintenance sites, fall protection may be required above four feet.

2.

3.

4.

Subcontract Number

E 1

d)

e) f) g) h)

Fall protection harnesses must be worn and a retractable lifeline used anytime a worker is climbing or descending on scaffold ladders that are more than 15 feet above the ground of the next lowest level. The retractable lanyard must be attached to a suitable anchor- point. When working on incomplete scaffolds, such as those that are BE&K yellow-tagged,100% tieoff is required. Fall protection harnesses and lanyards must be inspected by a competent person monthly. When in JLG-type baskets, fall protection must be worn and all workers tied-off. Roof leading edge protection must be provided when working within six feet of the edge when that edge is more than 6 feet above the next lowest level.

5.

Ladders a) Only fiberglass or wooden ladders are allowed on BE&K projects. Metal ladders are prohibited. Client/Owner requirements may not permit wooden ladders; you must check. b) Extension ladders will be held at the base until tied-off at the top. c) Ladders must be inspected and the inspection documented by a competent person and each ladder tagged and/or taped monthly. Vehicles and Mobile Equipment a) Each Subcontractor employee must have a valid state driver license to operate any vehicles or s mobile equipment on the project. Subcontractor employees will be required to show their state driver license to a BE&K representative. s b) Daily pre-use inspections will be performed on each vehicle or item of mobile equipment. The BE&K checklist (Volume Two, Safety and Health Procedures Manual, Form 40-03-1) or equivalent must be used and the documentation retained for review. c) All incoming vehicles and mobile equipment must be safety-checked before use and operator training must be documented and available for review. d) Installed seat belts will be used by vehicle and equipment operators. e) All mobile equipment and other construction vehicles (not cars or pickups with unobstructed rear views) must have operable back-up alarms. f) Any mobile equipment used in an enclosed area such as a basement or warehouse, shall be propane or electric powered. Environmental Requirements a) The Subcontractor is to provide current Material Safety Data Sheets (MSDS) before any materials/chemicals are brought to the site. b) Trash and waste will be properly disposed of in designated containers. c) Equipment fluid leaks will be contained and the equipment repaired before continued use. d) BE&K supervisors and client/owner managers must be notified immediately when any chemical or oil spill occurs, no matter how small. Spill control and clean-up will only be accomplished by trained personnel. Subcontractor may be responsible for costs involved with clean up of spills it causes, under the terms of the Subcontract. Confined Spaces a) Subcontractor must provide all of its employees who enter confined spaces attendants (hole watchers), with rescue and emergency equipment, continuous atmospheric monitoring instruments, respirators, fire extinguishers, and any other equipment required by OSHA or MSHA as appropriate. b) All project confined spaces are to be considered permit-requiredand will not be entered unless a permit is signed by BE&K or the client/owner. c) If a Subcontractor employee enters a permit-required confined space, Subcontractor must provide an on-site trained rescue force available as specified by OSHA or MSHA as appropriate, or have arranged for that service from the client/owner or an outside service company. Before bidding, Subcontractor much check to see if rescue forces from the client/owner or fire department will be on hand, or otherwise ensure its proposal includes training, equipping, and the standby of rescue personnel for its personnel who may enter permit-required confined spaces.

6.

7.

8.

Subcontract Number

E 2

d)

If BE&K personnel are also in the confined space, BE&K will conduct continuous atmospheric monitoring. If there are no BE&K workers in the space, Subcontractor is required to perform initial and continuous atmospheric monitoring.

9.

Excavations a) An excavation permit will be obtained from BE&K or the client/owner before digging, no matter what the depth of the hole, trench or excavation. b) Sloping, shoring, and egress requirements are in accordance with OSHA Standards and will be strictly enforced. Review these standards to ensure compliance. Miscellaneous Requirements a) Assured grounding and Ground Fault Circuit Interrupters (GFCI) are required on all electrical equipment and electrical tools and must be furnished by Subcontractor. If in doubt, ask the project supervisors or safety coordinator at the site. b) Subcontractor must use hot work, confined space, and line breaking permits required by BE&K or the client/owner. c) Scaffolding will be inspected by qualified persons and tagged with BE&K or similar tags approved by the BE&K safety coordinator. If Subcontractor erects scaffolds, it must have a competent person assigned. d) Lifts over 2,000 pounds require completion of the BE&K pre-lift checklist form (Volume Two, Safety and Health Procedures Manual, Form 40-06-1). Lifts over 6,000 pounds require the approval of a BE&K rigging superintendent designated by the Project Superintendent. e) Subcontractor must supply lockout locks for employees. These locks must not be used for other purposes and supervisors must ensure keys are controlled. f) Compressed air hoses and couplings must be inspected daily before use. All hose couplings must have positive locking devices. Chicago-type fittings must be secured with wire or clips. g) Electrical cords, hoses, and welding leads must be routed overhead when feasible, so as to avoid tripping hazards and damage to the cords, hoses and leads. Hoses, cords and leads routed on the ground will be protected from damage caused by vehicles running over them. h) Electrical equipment cords, including extension cords brought onto the project, must not have cuts, or other defects, and must be free of repairs. Splices completed by a qualified electrician are allowed if the insulation is intact and usage characteristics are the same as a new cord. i) Subcontractor must ensure that all job-related injuries and illnesses, no matter how minor, are reported to BE&K immediately. Subcontractor must submit a weekly report on all occupational injuries and illnesses to BE&K Subcontract Coordinator, including the completed individual s injury report form. j) Toolbox safety meetings must be conducted daily, and one weekly meeting must be fully documented with content and attendance. Copies of handouts provided to Subcontractor s workers are to be given to BE&K Subcontract Coordinator or Safety Coordinator for retention. s k) A Subcontractor representative must attend BE&K-led safety committee meetings. l) When 30 or more Subcontractor workers are on the job, Subcontractor must provide a certified professional safety coordinator approved by BE&K as competent to perform safety responsibilities for the scope of the project and the number of subcontractor workers, and, unless waived by the BE&K Project Manager, be present on the project during regular working hours, m) Subcontractor will maintain training records for each of its on site employees and will immediately provide those records to BE&K upon request. n) Subcontractor must require each work crew to complete a pre-task Job Safety Analysis (JSA), attached as Exhibit E-1 herein (Volume One, Safety and Health Management Systems, Form M03-02-1), or one that is similar in content and purpose. A pre-task JSA must be completed prior to each task on each shift. EVACUATION MAP AND ALARM SIGNALS IT IS THE RESPONSIBILITY OF THE SUBCONTRACTOR TO OBTAIN AND COMMUNICATE TO ITS EMPLOYEES EVACUATION MAPS AND ROUTES OUT OF THEIR WORK AREA AND TO IDENTIFY ALARM SIGNALS AS MAY BE APPLICABLE TO THE PROJECT SITE.

10.

11.

Subcontract Number

E 3

Subcontractor agrees to comply with OSHA/MSHA and the aforementioned requirements. Any questions of an emergency nature may be directed to the Corporate Safety Department or the Corporate Law Department that can both be reached by calling (205) 972-6000.

Subcontract Number

E 4

Exhibit E-1

Safety Task Planner

Originator (Print Name) Location of Work: Task Description: Emergency Phone #: 1) 2) 3) 4) 5) 6) 7) 8) Emergency Assembly Point: CRAFT DATE

TASK STEPS

Resource Planning
1) Special Procedures 2) Materials 3) Equipment 4) Special Tools 5) Permits 6) Lifts/Scaffolds/Ladders 7) Other Crafts Support

Clean up the work area during the shift. Do not wait until the task is complete.
A B C D E F G POTENTIAL HAZARDS: Electrocution/Shock H Hot Surfaces O Excavations V Chemicals (MSDS Review) Fall From Heights I Pinch Points P Lead Paint/Hex Chromium W Restricted Access/Confined Space Work Overhead J Flying Particles Q Silica Dust/Asbestos X Poor Lighting Lifting: Manual K Vehicle Traffic R Cold Temperatures Y Heat Stress Lifting: Mechanical L Railway Traffic S Poor Work Position Z Compressed Air Slippery/Uneven Surfaces M Welding Fume T Noise AA Rough/Sharp Material Machinery Rotate/Moving N Welding Arc U Flammable Materials BB Other: ENTER LETTER OF POTENTIAL HAZARD AND CORRECTIVE ACTIONS FOR EACH JOB STEP
CORRECTIVE ACTIONS TAKEN TO ENSURE SAFETY (USE REVERSE OF THIS SHEET IF ADDITIONAL SPACE IS NECESSARY):

LETTER:

Additional Supervisor Signature: s CREW SIGN-IN BEFORE TASK Task Start Time: I understand the safety precautions and have the training to perform this task incident free.

Time of Review: CREW SIGN-OUT AFTER TASK Task End Time: I have worked safely today and have not been injured.

POST T ASK FOLLOW-U P

Locks Removed

Injuries Reported

Rail, Roadways, Area Cleared

Area Clean and Secure

Supervisor Name (print): s Supervisor Signature: s

Ladder, Fall Protection and Electrical Equipment Color Code (Circle)

ORANGE

BLUE

RED

YELLOW

Construction: Retention = Current Month Plus Past Month; Disposition = Destroy

Form M03-02-1 Page 1 of 2 Industrial Services: Retention = Current Month Plus Past Month; Disposition = Destroy

Exhibit E-1

Safety Task Planner

SAFETY REMINDERS - REVIEW BEFORE STARTING WORK
FIRE PROTECTION PPE NEEDED ENERGIZED EQUIPMENT SECURED PERMITS NEEDED

Fire Blankets Welding Screens Flammables Removed Suitable Fire Extinguishers LEL Measured Trained Firewatcher Stationed Cable Trays Cleaned if Needed
BARRICADES NEEDED

Face Shield Goggles Hearing Protection Gloves For Specific Hazard Rubber Boots Chemical Suits Fall Protection Equipment Respiratory Protection Foot/Metatarsal Guards Safety Shower Eye Wash Knee Pads Electrical Flash Gear

Ground Fault Protection (GFCI) Lockout/Tag Out Electrical Tool/Cords Inspected High Voltage Lines Identified Hot Pipes Need Insulation Cords/Leads/Hoses Elevated 7
ABATEMENTS NECESSARY

Client Work Permit Hot Work Confined Space Entry Line Break Vehicle Entry Roof Access Demolition
Pre-lift Rigging Excavation Personnel Lifting Basket Rail Work/Blue Flag Derailer

Asbestos Lead Paint

Hazardous Chemicals PERSONAL COMFORT Drinking Water

Caution (Yellow) Danger (Red) Hard Barricade Barricade Tags Flashing Lights

Cooling Fans or Heaters

Construction: Retention = Current Month Plus Past Month; Disposition = Destroy

Form M03-02-1 Page 2 of 2 Industrial Services: Retention = Current Month Plus Past Month; Disposition = Destroy

EXHIBIT F UNIT RATES

DOES NOT APPLY

Subcontract Number

F 1

EXHIBIT G

DOES NOT APPLY

Subcontract Number

G 1

EXHIBIT H-1 EQUAL OPPORTUNITY COMPLIANCE Subcontractor is aware of and fully informed of its responsibilities under Executive Order No. 11246, 11707, and 11758 as amended, and shall be bound by and agree to the provisions and regulations issued there under by the Office of Federal Contract Compliance Programs as set forth herein and made a part hereof: During the performance of this contract, Subcontractor agrees as follows: EQUAL EMPLOYMENT OPPORTUNITY CLAUSE (Applicable to Subcontractors with $10,000 or more in nonexempt Federal contracts and/or subcontracts) 1. The Subcontractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. However, it shall not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an Indian reservation, in connection with employment opportunities on or near an Indian reservation, as permitted by 41 CFR 60-1.5. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. This shall include, but not be limited to: (i) Employment; (ii) Upgrading; (iii) Demotion; (iv) Transfer; (v) Recruitment or recruitment advertising; (vi) Layoff or termination; (vii) Rates of pay or other forms of compensation; and (viii) Selection for training, including apprenticeship. The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers representative of the Contractor commitments under this clause, and post s copies of the notice in conspicuous places available to employees and applicants for employment. The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor. The Contractor shall furnish to the contracting agency all information required by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. The Contractor shall also file Standard Form 100 (EEO-1), or any successor form, as prescribed in 41 CFR part 60-1. Unless the Contractor has filed within the 12 months preceding the date of contract award, the Contractor shall, within 30 days after contract award, apply to either the regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the Equal Employment Opportunity Commission for the necessary forms. The Contractor shall permit access to its premises, during normal business hours, by the contracting agency or the OFCCP for the purpose of conducting on-site compliance evaluations and complaint investigations. The Contractor shall permit the Government to inspect and copy any books, accounts, records (including computerized records), and other material that may be relevant to the matter under investigation and pertinent to

2.

3.

4.

5.

6.

7.

8.

Subcontract Number

H 1

compliance with Executive Order 11246, as amended, and rules and regulations that implement the Executive Order. 9. If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11246, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended; in the rules, regulations, and orders of the Secretary of Labor; or as otherwise provided by law.

10. The Contractor shall include the terms and conditions of paragraphs (b)(1) through (11) of this clause in every subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor. AFFIRMATIVE ACTION COMPLIANCE PROGRAM (Applicable to Subcontractors with 50 or more employees and $50,000 or more in nonexempt Federal contracts and/or subcontracts) Subcontractor agrees to develop a written Affirmative Action Compliance Program for each of its establishments as required by 41-CFR-60-1.40. EQUAL OPPORTUNITY COMPLIANCE Subcontractor is aware of and fully informed of its responsibilities under Executive Order No. 11246, 11707, and 11758 as amended, and shall be bound by and agree to the provisions and regulations issued thereunder by the Office of Federal Contract Compliance Programs as set forth herein and made a part hereof: During the performance of this contract, Subcontractor agrees as follows: EQUAL EMPLOYMENT OPPORTUNITY CLAUSE (Applicable to Subcontractors with $10,000 or more in nonexempt Federal contracts and/or subcontracts) 1. The Subcontractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. However, it shall not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an Indian reservation, in connection with employment opportunities on or near an Indian reservation, as permitted by 41 CFR 60-1.5. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. This shall include, but not be limited to(i) Employment; (ii) Upgrading; (iii) Demotion; (iv) Transfer; (v) Recruitment or recruitment advertising; (vi) Layoff or termination; (vii) Rates of pay or other forms of compensation; and (viii) Selection for training, including apprenticeship. The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

2.

3.

4.

Subcontract Number

H 2

5.

The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers representative of the Contractor commitments under this clause, and post s copies of the notice in conspicuous places available to employees and applicants for employment. The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor. The Contractor shall furnish to the contracting agency all information required by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. The Contractor shall also file Standard Form 100 (EEO-1), or any successor form, as prescribed in 41 CFR part 60-1. Unless the Contractor has filed within the 12 months preceding the date of contract award, the Contractor shall, within 30 days after contract award, apply to either the regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the Equal Employment Opportunity Commission for the necessary forms. The Contractor shall permit access to its premises, during normal business hours, by the contracting agency or the OFCCP for the purpose of conducting on-site compliance evaluations and complaint investigations. The Contractor shall permit the Government to inspect and copy any books, accounts, records (including computerized records), and other material that may be relevant to the matter under investigation and pertinent to compliance with Executive Order 11246, as amended, and rules and regulations that implement the Executive Order. If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11246, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended; in the rules, regulations, and orders of the Secretary of Labor; or as otherwise provided by law.

6.

7.

8.

9.

10. The Contractor shall include the terms and conditions of paragraphs (b)(1) through (11) of this clause in every subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor. AFFIRMATIVE ACTION COMPLIANCE PROGRAM (Applicable to Subcontractors with 50 or more employees and $50,000 or more in nonexempt Federal contracts and/or subcontracts) Subcontractor agrees to develop a written Affirmative Action Compliance Program for each of its establishments as required by 41-CFR-60-1.40.

Subcontract Number

H 3

EXHIBIT I

DOES NOT APPLY

Subcontract Number

I 1

EXHIBIT J SUBCONTRACTORS DAILY MANPOWER LOG

Name: Report Period: Weather: Temp: F Contract No.: Project Name: Location Field Personnel (Directs)
Classification Boilermakers Welders Iron Workers Riggers Rod Busters Pipefitters Millwrights Instrumentation Insulators Carpenters Concrete Finishers Brick Masons Painters Other Other Other Totals Foreman Journeyman Helper Absent Working Total

Supervisory & Administrative (Indirects)

Classification Construction Mgr. Superintendent Asst. Superintendent Craft Superintendent Field Engineer Schedulers Clerks Tool Room Administrative Other Other Other Other Other Other Other Totals Absent Working Total

Total work-hours this period: Number of in-state employees:

Work Area Detailed Description of Work Activities

Total work-hours to-date: Number of out-of-state employees:

Weather Conditions:

Issues, Comments, or Concerns:

Subcontractor Signature: BEK GG Acknowledgment:

Date: Date:

Subcontract Number

J 1

Exhibit K Work Order Request

From:
Name and Company

Date:
Contract No.:

To:
Name and Company

Request No.:

NOTICE:
It is intended that this form be used to authorize the performance of work which is not within the scope of existing contractual documents. All verbal requests to perform such extrawork must be produced in writing on this or similar form prior to commencement of extra work. When time and material work is being done, the subcontractor performing the work should promptly make a written report when the work is completed or if the time for completion of the work be more than a day, the subcontractor shall submit to contractor daily time sheets signed by the subcontractor or it designated representative listing the breakdown of the actual cost of the work performed.

You are requested to perform the work described below on a (check one): Time and Material Basis Immediately Maximum Description: Lump Sum Price Basis After Approval of a Lump Sum Price Other Basis

Subcontractor (Requestee)

Contractor (Requestor)

Copies of request to:

Notes:

Subcontract Number

K 1

EXHIBIT L PRE-LIFT RIGGING CHECKLIST Lift Weight of 2,000 lbs. and Over Procedure for Mobile Crane
Project # Craft 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. Operating radius in feet Boom point elevation/Boom length Lift point/Elevation of lift Capacity of crane at lift radius Weight of lift (live load) Weight of rigging Weight of crane components below and past boom point Safety margin Slings Type Shackle Type Number of parts on hoist block Hoist block capacity Pre-lift meeting with rigging crew and operator Designated flagperson Will communications be by hand or radio Tag Lines Diameter Is crane stable and level Are all potential hazards discussed Length Location Yes/No Yes/No Yes/No Yes/No Size Capacity Size Capacity (-) (-) (-)

Rigging Foreman: Craft Superintendent: Rigging Expert: 6,000 lbs. & Over (Designated by Project Superintendent) Date: Location: IF CHECKLIST IS NOT COMPLETED, DO NOT MAKE LIFT!

Construction: Retention = Current Month Plus Past Month; Disposition = Destroy Industrial Services: Retention = Current Month Plus Past 3 Months; Disposition = Destroy

Exhibit L Form S40-06-1 Page 1 of 3

PRE-LIFT RIGGING CHECKLIST Lift Weight of 2,000 lbs. and Over Procedure for Hand Rigging, Including Air Tugger
Project # Craft

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 16. 12. 13. 14. 15. 16. 17.

Capacity of rigging attachment point Weight of lift Weight of all rigging below attachment point Safety margin Capacity of hoist attachment being used Slings Type Shackle Type Size Capacity Number of parts on air tugger being used Cable size and type on air tugger Pre-lift meeting with rigging crew Tag Lines Diameter Has hoist been inspected today Have hoist attachments been inspected today Designated flagperson Will communication be by hand or radio Rigging pad eye welding checked # sketch of rigging attachment point Yes/No Length Location Size Capacity (-) (-)

Rigging Foreman: Craft Superintendent: Rigging Expert: 6,000 lbs & Over (Designated by Project Superintendent) Date: Location: IF CHECKLIST IS NOT COMPLETED, DO NOT MAKE LIFT!

Construction: Retention = Current Month Plus Past Month; Disposition = Destroy Industrial Services: Retention = Current Month Plus Past 3 Months; Disposition = Destroy

Exhibit L Form S40-06-1 Page 2 of 3

PRE-LIFT RIGGING CHECKLIST Lift Weight of 2,000 lbs. Procedure for Overhead Crane
Project # Craft

Object to Be Lifted

A. B. C. D. E. F. G. H. I. J.

Capacity of Crane Trolley and Hook Capacity No. 1______ No. 2______ No. 3______ Deduct Weight of OBJECT TO BE LIFTED Deduct Weight of Rigging Safety Margin Angle of Slings Sling Type and Capacity Shackle Type and Capacity Pre-Lift Meeting with Rigging Crew and Operator Designated Flagman or Flagmen Will communication be by hand or radio? K. Tag Lines Size and Location Rigging Foreman Craft Superintendent Operator Rigging Supervisor: Date Crane Type 6,000 lbs. and over (Designated by Project Superintendent)

IF CHECKLIST IS NOT COMPLETED, DO NOT MAKE LIFT!

Construction: Retention = Current Month Plus Past Month; Disposition = Destroy Industrial Services: Retention = Current Month Plus Past 3 Months; Disposition = Destroy

Exhibit L Form S40-06-1 Page 3 of 3

EXHIBIT M

Subcontract Number

M 1

EXHIBIT N WAGE DETERMINATION

DAVIS-BACON WAGE DETERMINATION (S) ATTACHED: General Decision Number: ------------ Rev ----, dated -------------, Construction Type: ---------------

Subcontract Number

N 5

STATEMENT AND ACKNOWLEDGMENT

OMB No.: 9000-0014 Expires: 01/31/2008

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the FAR Secretariat, (VIR), Regulatory and Federal Assistance Division, GSA, Washington, DC 20405; and to the Office of Management and Budget, Paperwork Reduction Project (9000-0014), Washington, DC 20503.

PART I STATEMENT OF PRIME CONTRACTOR

1. PRIME CONTRACT NO. 2.

N69450-07a. NAME

DATE SUBCONTRACT AWARDED

3.

SUBCONTRACT NUMBER

4. PRIME CONTRACTOR a. NAME b. STREET ADDRESS d. STATE e. ZIP CODE c. CITY

5. SUBCONTRACTOR

BE&K Government Group, Inc.

b. STREET ADDRESS

2000 International Park Drive

c. CITY d. STATE e. ZIP CODE

Birmingham

Alabama

35243

6. The prime contract does, does not contain the clause entitled "Contract Work Hours and Safety Standards Act Overtime Compensation. 7. The prime contractor states that under the contract shown in Item 1, a subcontract was awarded on the date shown in Item 2 to the subcontractor identified in item 5 by the following firm:
a. NAME OF AWARDING FIRM

BE&K Government Group, Inc.

b. DESCRIPTION OF WORK BY SUBCONTRACTOR

8.

PROJECT

9. 11. BY (Signature)

LOCATION 12. DATE SIGNED

Design Build
10a. NAME OF PERSON SIGNING

Amanda Tinsley
10b. TITLE OF PERSON SIGNING

Contracts Administrator PART II - ACKNOWLEDGMENT(Subcontractor completes Sections 14-17) 13. The subcontractor acknowledges that the following clauses of the contract shown in Item 1 are included in this subcontract: Contract Work Hours and Safety Standards Act Overtime Compensation - (If included in prime contract see Block 6) Payrolls and Basic Records Withholding of Funds Disputes Concerning Labor Standards Compliance with Davis-Bacon and Related Act Regulations Davis-Bacon Act Apprentices and Trainees Compliance with Copeland Act Requirements Subcontracts (Labor Standards) Contract Termination Debarment Certification of Eligibility

14. NAME(S) OF ANY INTERMEDIATE SUBCONTRACTORS, IF ANY A B 15a. NAME OF PERSON SIGNING 15b. TITLE OF PERSON SIGNING AUTHORIZED FOR LOCAL REPRODUCTION PREVIOUS EDITION IS NOT USABLE 16. BY (Signature) C D 17. DATE SIGNED

STANDARD FORM 1413 (REV. 7/2005)

Prescribed by GSA/FAR (48 CFR) 53.222(e)

Subcontract Number

N 6

EXHIBIT O PROJECT SCHEDULE

Subcontract Number

O 1

EXHIBIT P DRAWINGS LIST

Subcontract Number

P 1