Subcontract Award Agreement

SUBCONTRACT AWARD AGREEMENT

This Subcontract Award Agreement (the "Agreement") is made as of between Prime Contractor: with principal address and Subcontractor: with principal address .

Prime Contract Number: Project Name: Project Location:

RECITALS

WHEREAS, Prime Contractor has entered into that certain prime contract identified above (the "Prime Contract") for the performance of construction and related services at the Project identified above; and

WHEREAS, Prime Contractor desires to engage Subcontractor to perform certain portions of the Work described in the Prime Contract and Subcontractor represents that it has the experience, capability, licenses, and resources to perform such portions in accordance with the terms of this Agreement;

WHEREAS, Prime Contractor intends to award and Subcontractor agrees to accept this subcontract to perform the Work described below under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. AWARD AND SCOPE OF WORK

1.1 Subcontract Award. Prime Contractor hereby awards to Subcontractor, and Subcontractor accepts, the subcontract to perform and complete the Work described in this Agreement and in the Contract Documents. The Work to be performed by Subcontractor consists of the tasks, labor, materials, equipment and services set forth in Exhibit A attached hereto and incorporated herein by reference.

2. CONTRACT PRICE; PAYMENT

2.1 Contract Price. The total contract price to be paid by Prime Contractor to Subcontractor for the complete performance of the Work under this Agreement shall be (the "Subcontract Price"), subject to additions and deductions for authorized Change Orders.

2.2 Payment Terms. Prime Contractor shall pay Subcontractor in accordance with the payment schedule set forth below and subject to the procedures and retainage set forth in this Agreement. Subcontractor shall submit itemized invoices documenting amounts due and compliance with the Contract Documents. Payments shall be made within the time period set forth herein following receipt of a properly submitted invoice.

3. SCHEDULE; TIME OF PERFORMANCE

3.1 Commencement and Completion. Subcontractor shall commence the Work on or before and shall achieve Substantial Completion of its Work by , subject to approved extensions of time.

3.2 Time is of the essence. Subcontractor shall prosecute the Work diligently and coordinate with Prime Contractor's schedule. Subcontractor shall be liable for actual damages resulting from delay caused by Subcontractor's failure to meet required dates, subject to excusable delay as expressly provided in this Agreement.

4. CHANGES; CHANGE ORDERS

4.1 Only Prime Contractor, by written Change Order signed by an authorized representative, may authorize changes in the Work. Subcontractor shall not proceed with any changed work without a fully executed Change Order. Any adjustments to the Subcontract Price or the Contract Time shall be made only by Change Order in accordance with the procedures set forth herein.

5. SUBCONTRACTOR PERSONNEL; SUBCONTRACTING

5.1 Subcontractor shall provide qualified personnel and shall not replace key personnel identified to Prime Contractor without Prime Contractor's prior written approval, which shall not be unreasonably withheld. Subcontractor shall be responsible for supervision, means and methods, and the direction of its employees and subcontractors.

6. FLOW-DOWN OF PRIME CONTRACT; COMPLIANCE

6.1 Subcontractor shall perform the Work in compliance with the Prime Contract and all Contract Documents. Subcontractor expressly agrees to be bound to Prime Contractor to the extent of the applicable provisions of the Prime Contract as though Subcontractor were Prime Contractor, including but not limited to provisions concerning safety, environmental compliance, payment, insurance, bonding, warranty, confidentiality and dispute resolution, except to the extent Prime Contractor expressly agrees in writing to modify such provisions.

7. INSURANCE AND BONDS

7.1 Subcontractor shall maintain insurance coverages required by the Prime Contract and the Contract Documents and shall deliver certificates evidencing such coverage prior to commencement of the Work. Subcontractor's policies shall name Prime Contractor and other parties as additional insureds where required by the Contract Documents.

8. INDEMNIFICATION

8.1 To the fullest extent permitted by law, Subcontractor shall indemnify, defend and hold harmless Prime Contractor, its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or resulting from the negligent acts, errors or omissions, or willful misconduct of Subcontractor, its subcontractors, agents or employees in the performance of the Work, provided that any such claim is attributable to bodily injury, death or damage to real or tangible personal property.

9. WARRANTIES

9.1 Subcontractor warrants that all materials and workmanship furnished under this Agreement shall be free from defects and shall conform to the Contract Documents. The warranty period shall be the longer of the time set forth in the Prime Contract or a period of following Final Completion.

10. TERMINATION

10.1 Prime Contractor may terminate this Agreement for cause upon written notice if Subcontractor fails to cure a material breach within a reasonable time after receipt of written notice. Prime Contractor may also terminate for convenience upon written notice, in which event Subcontractor shall be entitled to payment for Work performed to the date of termination and reasonable demobilization costs, subject to offsets for damages, increased costs and other obligations.

11. CONFIDENTIALITY

11.1 Subcontractor shall maintain in confidence all confidential, proprietary and non-public information of Prime Contractor and the Project obtained in connection with the Work and shall not disclose such information except as required by law or with Prime Contractor's prior written consent.

12. REPRESENTATIONS AND CERTIFICATIONS

12.1 Subcontractor represents and warrants that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has full power and authority to enter into this Agreement, is properly licensed to perform the Work, and shall comply with all applicable laws, codes and regulations.

13. DISPUTE RESOLUTION

13.1 The parties shall first attempt in good faith to resolve disputes through direct negotiation. If the parties are unable to resolve a dispute within thirty (30) days, the dispute shall be submitted to binding arbitration administered in accordance with the rules agreed by the parties. The arbitration award shall be final and binding and may be entered in any court of competent jurisdiction.

14. NOTICES

14.1 All notices, demands or communications required or permitted hereunder shall be in writing and shall be delivered personally, mailed by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate in writing.

15. ASSIGNMENT

15.1 Subcontractor shall not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of Prime Contractor. Any purported assignment without such consent shall be void.

16. AMENDMENTS; WAIVER

16.1 No amendment or modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

17. SEVERABILITY; ENTIRE AGREEMENT; GOVERNING LAW

17.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with the Contract Documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. This Agreement shall be governed by and construed in accordance with the laws of the State of .

18. COUNTERPARTS; ELECTRONIC SIGNATURES

18.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall be binding and deemed original signatures for all purposes.

ADDITIONAL PROVISIONS

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