Common use of SUBCONTRACTOR’S RESPONSIBILITIES Clause in Contracts

SUBCONTRACTOR’S RESPONSIBILITIES. Execution of the Work: Unless otherwise provided in Attachment B, Subcontractor shall furnish all permits (other than the general building permit), licenses, royalties, franchise fees, patent fees or fees of every kind; all temporary structures, scaffolds, lights, power, utilities, hoists, equipment, fuel, expendable supplies, shelters, building protection or fire protection; and other facilities of every type and description required for the safe, proper, efficient, and expeditious execution of Subcontractor’s portion of the work. Subcontractor shall obtain ▇▇▇▇▇▇▇’▇ approval prior to locating any temporary structures on site. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE If Subcontractor uses any of the equipment or facilities of Tarlton, it shall pay a fair proportion of the cost thereof. Subcontractor agrees that they are fully informed regarding all conditions affecting the work, material, equipment, apparatus and labor to be furnished for completion of this Subcontract; and also agrees and certifies that its information was obtained by personal investigation and research and not from any estimates or representations of any officer, agent or employee of Tarlton (whether written or oral). Subcontractor shall independently determine and verify all field measurements, field construction criteria, etc., as required to accomplish, erect and complete the work requirements. If the schedule does not allow for the verification of field dimensions, Subcontractor shall clearly delineate which dimensions are critical for proper installation of the fabricated items on the shop drawing submitted for review and the corresponding submittal transmittal. Subcontractor shall prepare shop drawings, samples and all “submittals” for review and/or approval as required by and in accordance with the Contract Documents. Receipt of submittals marked “approved” or “reviewed” does not relieve Subcontractor of their obligation to comply with the Contract Documents. Any deviations from the Contract Documents shall be clearly noted on the submittal and referred to in the submittal transmittal. Subcontractor shall cooperate with Tarlton (and other subcontractors whose work might depend on or interfere with Subcontractor’s work) and prepare or participate in the preparation of coordination drawings or models in areas of congestion as required by the Contract Documents, Attachment B or as necessary for the timely and safe execution of the work. Subcontractor shall advise Tarlton in writing as soon as possible of any known interferences or areas of concern. Subcontractor shall comply with all Federal, State and local laws, codes and ordinances applying to the building or structure. Subcontractor is responsible for notifying the appropriate authorities and scheduling all inspections associated with their work. All inspections shall be scheduled in coordination with the short-term and overall project schedule and shall be communicated with Tarlton. Subcontractor shall furnish periodic progress reports of the work as mutually agreed, including, but not limited to, daily work logs; minority or disadvantaged business participation; shop drawing preparation, material delivery, and fabrication and/or erection schedules; and shall allow Tarlton or their designated agents to inspect work in progress as necessary to verify compliance with the project requirements. Subcontractor agrees to deposit all trash, rubbish, packing materials, crating materials and any other debris generated by their activities in trash receptacles provided by Tarlton. On-site trash receptacles shall be at a location designated by ▇▇▇▇▇▇▇’▇ Project Management and provided at no cost to Subcontractor. Tarlton will be responsible for hauling to dump and dump fees. The “clean-up” effort is to be performed on an “as needed” basis and consistent with the project requirements. Debris will not be allowed to accumulate and Subcontractor has the duty and responsibility to maintain a safe, clean, and orderly work area that is compliant with OSHA standards (at the minimum). If these clean-up requirements are not met, Subcontractor grants Tarlton the right to perform any clean-up work it deems necessary and backcharge the responsible parties for these costs. Tarlton will attempt to provide 24-hour notice prior to performing any clean-up; however, Tarlton reserves the right to perform the clean-up work immediately if necessary at its sole discretion for safety reasons. Refer to Attachment F for project specific requirements. Subcontractor will be responsible for the removal and disposal of all hazardous materials Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE conjunction with the work. At no time shall Subcontractor be allowed to dispose of hazardous materials in Tarlton furnished trash receptacles. Refer to Attachment F for project specific requirements. Subcontractor agrees that if they fail to prosecute the work diligently and properly, or fail to perform any other provision of this Subcontract, Tarlton may, after three (3) days written notice to the Subcontractor and Subcontractor’s subsequent failure to cure the deficiencies, and, without prejudice to any other remedy it may have, correct the deficiencies and deduct the cost incurred from any payment then or thereafter due the Subcontractor. Subcontractor shall be liable for any costs incurred by Tarlton that are not recovered by Tarlton by deductions against the unpaid Subcontract balance. ▇▇▇▇▇▇▇’▇ election not to deduct all or any portion of its costs from the unpaid Subcontract balance shall not be a waiver of ▇▇▇▇▇▇▇’▇ right to recover said sums from Subcontractor. Subcontractor shall complete all work to the final approval of Tarlton, the Architect/Engineer or Owner’s authorized agent. Their decisions in matters relating to artistic effect shall be final so long as they are consistent with the Contract Documents. Subcontractor shall take all necessary precautions to properly protect its work and the finished work of other trades while on site and shall notify Tarlton in writing should they not be on site and leave finished work or materials unprotected. Subcontractor guarantees its work against all defects of materials and/or workmanship and as otherwise provided in the Contract Documents. If a guarantee is not mentioned in the Contract Documents, then Subcontractor guarantees its work for a period of not less than one year from the date of total acceptance of the Project by the Owner. This guarantee is not a limitation of ▇▇▇▇▇▇▇’▇ rights or remedies for any breach of Subcontractor’s obligations under the Contract Documents, express or implied. Subcontractor shall not be relieved of its obligation to perform its work in accordance with the Contract Documents by tests, inspections, or approvals of its work by any person or entity; including, but not limited to, Tarlton, the Owner, and the Architect/Engineer. Subcontractor shall provide a full time competent Superintendent/▇▇▇▇▇▇▇ capable of making decisions in regards to scope, cost and schedule. The Superintendent/▇▇▇▇▇▇▇ shall be onsite whenever work covered by this subcontract is being performed (i.e. whenever Subcontractor's employees and/or Subcontractor's lower tier contractors are on site). Superintendent/▇▇▇▇▇▇▇ shall be present at all project coordination meetings while on site or when Subcontractor's work is being discussed. Subcontractor shall be responsible for all printing and reproduction costs associated with the issue of any Contract Documents, updates, addenda, CBs, ASIs, sketches, RFIs, or other information provided by the General Contractor or Design Team. Subcontractor shall ensure its installers and vendors are provided the latest information and Contract Documents. Lower Tier Contractors and Suppliers: Within 10 days of notice of award via letter of intent or this Subcontract, Subcontractor shall provide Tarlton with a list of all lower tier contractors and/or suppliers of any sort that will be supplying labor, materials, and equipment to the Project on behalf of Subcontractor. Tarlton reserves the right to reject any lower tier contractors. Should this right be exercised, the only relief for Subcontractor shall be an increase to the contract sum equal to the differential between the bids of the replaced and the new lower tier contractors. Subcontractor shall not (a) assign this Subcontract or any amounts due or to become due under this Subcontract without the written consent of Tarlton; (b) subcontract the whole of Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE contract without the written consent of Tarlton; nor (c) further subcontract any portion of this Subcontract without written notification to Tarlton If at any time there is evidence of a lien (for which if established the Owner or Tarlton might become liable) which in any way relates to, or is claimed in any way to relate to, the work to be performed by Subcontractor, Tarlton shall have the right to retain, out of any payments currently due or that will become due in the future, an amount sufficient to completely indemnify and protect Tarlton and the Owner against such lien; including attorney’s fees. If there are not sufficient unpaid monies due under this Subcontract to reimburse Tarlton for any amounts paid to satisfy any such lien, plus attorney’s fees incurred by Tarlton and/or the Owner, Subcontractor shall immediately pay Tarlton the unreimbursed amount. In the event that a lien is filed, Subcontractor shall promptly remove or discharge the lien by bonding, payment or other means of settlement. If Subcontractor fails to remove or discharge the lien, or to provide adequate security to Tarlton, the Owner and any Project lenders against the lien, within the lesser of three (3) calendar days or as stipulated in the Contract Documents, after delivery of written notice, Tarlton shall, in addition to its other rights hereunder, have the right to remove and discharge the lien in order to protect its interest and the interests of the Owner and any Project lenders. Subcontractor shall be responsible for all costs incurred by Tarlton and/or the Owner and Project lenders, including attorney’s fees. Subcontractor agrees that any work performed for Subcontractor by a lower tier contractor or supplier, shall be pursuant to a written subcontract or purchase order between the Subcontractor and each lower tier contractor or supplier. The written agreement shall contain provisions that: Require the work be performed in accordance with all of the requirements and terms of the Contract Documents. Waive all rights the contracting parties may have against one another as stated in 10.1 (Dispute Resolution). Require the lower tier contractor/supplier to carry and maintain liability insurance in accordance with the Contract Documents and Attachment E. Labor Relations: Subcontractor recognizes that Tarlton is signatory to Collective Bargaining Agreements with the trades listed in Attachment F. To the extent that Subcontractor employs any of the same trades on the Project, Subcontractor shall abide by all of the applicable terms and conditions (including wages and fringe benefits) contained in the appropriate Collective Bargaining Agreements. Subcontractor will require their lower tier contractors, if any, to comply in a similar manner. Subcontractor shall comply with all federal, state and local prevailing wage, tax, social security, unemployment compensation, and worker’s compensation laws as applicable to the performance of this subcontract. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE To the extent permitted by law, Subcontractor shall employ labor that will work harmoniously with other labor employed on the Project or at the Project Site but under separate contract. Subcontractor shall not cause, in whole or in part, any work stoppage on the Project. Failure of Subcontractor’s employees to recognize legally established and maintained construction gates and continue with their work shall not be cause for extension of Subcontractor’s schedule. Subcontractor’s employees are expected to report to work during any hand-billing, substandard wage or jurisdictional picketing. Subcontractor’s employees shall continue to work during any other picket determined to be unlawful by the National Labor Relations Board. Subcontractor shall execute and comply with all labor agreements if required by the Contract Documents. Refer to Attachment F. Subcontractor shall abide by any federal, state, or local equal opportunity guidelines with respect to the management of their employees. Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, or disability or any other unlawful employment practices. If required by the Contract Documents, Subcontractor shall comply with the Federal requirements as outlined in Attachment G. Subcontractor shall not knowingly employ illegal aliens in the completion of the work. In executing this Subcontract, Subcontractor certifies that they have verified the legal employment status via “E-verify” or some other method as required by the contract documents or by legal entity having jurisdiction over the project. Subcontractor will insure that their lower tier contractors and suppliers will comply in a similar manner. Tarlton assumes toward Subcontractor all obligations and responsibilities that the Owner, by the Contract Documents, assumes toward Tarlton, as applicable to this Subcontract. Except in the case of a safety infraction or immediate danger, Tarlton shall not issue any instructions, orders or directions directly to employees or workmen of Subcontractor other than to the persons designated as the authorized representative(s) of Subcontractor. Tarlton agrees that claims for services rendered or materials furnished (i.e. backcharges) by Tarlton to Subcontractor shall not be valid unless written notice of the existence of a claim is given by Tarlton to Subcontractor within 30 days of the date when the claim originated. Tarlton shall give Subcontractor an opportunity to be present and to submit evidence in any arbitration or other legal proceedings involving Subcontractor’s rights. If requested, Tarlton shall assist Subcontractor in verification of the Owner’s ability to pay for the work under this Subcontract. Subcontractor must work through Tarlton in securing this information. On request from Subcontractor, Tarlton will request the early release of retention (if held) from the Owner on behalf of Subcontractor in accordance with the Contract Documents and applicable law.

SUBCONTRACTOR’S RESPONSIBILITIES. Execution The Subcontractor will conduct a Review of the Work: Unless otherwise provided in Attachment B, Subcontractor shall furnish all permits (other than the general building permit), licenses, royalties, franchise fees, patent fees or fees of every kind; all temporary structures, scaffolds, lights, power, utilities, hoists, equipment, fuel, expendable supplies, shelters, building protection or fire protection; development finance investments and other facilities of every type strategies and description required for the safe, proper, efficient, their demonstration effect on second-mover transactions and expeditious execution of Subcontractor’s portion of the workmarket-shaping impacts. Subcontractor shall obtain ▇▇▇▇▇▇▇’▇ approval prior to locating any temporary structures on site. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE If Subcontractor uses any of the equipment or facilities of Tarlton, it shall pay a fair proportion of the cost thereof. Subcontractor agrees that they are fully informed regarding all conditions affecting the work, material, equipment, apparatus and labor to be furnished for completion of this Subcontract; and also agrees and certifies that its information was obtained by personal investigation and research and not from any estimates or representations of any officer, agent or employee of Tarlton (whether written or oral). Subcontractor shall independently determine and verify all field measurements, field construction criteria, etc., as required to accomplish, erect and complete the work requirements. If the schedule does not allow for the verification of field dimensions, Subcontractor shall clearly delineate which dimensions are critical for proper installation of the fabricated items on the shop drawing submitted for review and the corresponding submittal transmittal. Subcontractor shall prepare shop drawings, samples and all “submittals” for review and/or approval as required by and in accordance with the Contract Documents. Receipt of submittals marked “approved” or “reviewed” does not relieve Subcontractor of their obligation to comply with the Contract Documents. Any deviations from the Contract Documents shall be clearly noted on the submittal and referred to in the submittal transmittal. Subcontractor shall cooperate with Tarlton (and other subcontractors whose work might depend on or interfere with Subcontractor’s work) and prepare or participate in the preparation of coordination drawings or models in areas of congestion as required by the Contract Documents, Attachment B or as necessary for the timely and safe execution of the work. Subcontractor shall advise Tarlton in writing as soon as possible of any known interferences or areas of concern. Subcontractor shall comply with all Federal, State and local laws, codes and ordinances applying to the building or structure. The Subcontractor is responsible for notifying the appropriate authorities deliverables specified in this Subcontract and scheduling all inspections associated with their workrelated communications, briefings, presentations, and materials as specified by Chemonics and the Client for the Subcontractor’s execution during Inception. All inspections shall be scheduled The Subcontractor is also responsible for meeting the Client’s and Chemonics’ financial and management reporting requirements. In order to fulfil its scope of work and produce quality outputs, the Subcontractor will work collaboratively and in coordination good faith with the MOBILIST programme, including personnel from Chemonics and other programme partners. While Schedule 1, Section 2 outlines the technical requirements expected of the Subcontractor over the course of the programme, this section further details operational and management expectations. • The Subcontractor shall request from Chemonics written approval for any personnel engaged as an employee by the Subcontractor and who is not named in section 1 and their scope(s) of work prior to engaging those new personnel on assignments, whether in the UK or internationally. The Subcontractor shall share with Chemonics a full scope of work for the assignments, including any deliverables, and associated ▇▇▇. • Should the Subcontractor engage a consultant, defined for the purposes of this Subcontract as personnel hired by the Subcontractor in a short-term and overall project schedule and shall be communicated with Tarlton. Subcontractor shall furnish periodic progress reports capacity for the purposes of the work as mutually agreedcompleting discreet deliverables, including, but not limited to, daily work logs; minority or disadvantaged business participation; shop drawing preparation, material delivery, and fabrication and/or erection schedules; and shall allow Tarlton or their designated agents to inspect work in progress as necessary to verify compliance with the project requirements. Subcontractor agrees to deposit all trash, rubbish, packing materials, crating materials and any other debris generated by their activities in trash receptacles provided by Tarlton. On-site trash receptacles shall be at a location designated by ▇▇▇▇▇▇▇’▇ Project Management and provided at no cost to Subcontractor. Tarlton will be responsible for hauling to dump and dump fees. The “clean-up” effort is to be performed on an “as needed” basis and consistent with the project requirements. Debris prior approval from Chemonics will not be allowed to accumulate required as long as the consultant is hired under an existing budget line item and hire of the consultant will not result in the Subcontractor has exceeding the duty and responsibility to maintain a safe, clean, and orderly work area that is compliant with OSHA standards (at ▇▇▇ and/or the minimum)budget for the associated gross daily rate. If these clean-up requirements are not met, Subcontractor grants Tarlton the right to perform any clean-up work it deems necessary and backcharge the responsible parties for these costs. Tarlton will attempt to provide 24-hour notice prior to performing any clean-up; however, Tarlton reserves the right to perform the clean-up work immediately if necessary at its sole discretion for safety reasons. Refer to Attachment F for project specific requirements. • The Subcontractor will be responsible for the removal recruitment and disposal retainment of all hazardous materials Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE conjunction with the workpersonnel for positions listed in Section 1. At no time shall Subcontractor be allowed to dispose Chemonics must approve the addition of hazardous materials in Tarlton furnished trash receptacles. Refer to Attachment F for project specific requirements. Subcontractor agrees that if they fail to prosecute the work diligently and properly, or fail to perform any other provision of this Subcontract, Tarlton may, after three (3) days written notice to the Subcontractor and Subcontractor’s subsequent failure to cure the deficiencies, and, without prejudice to any other remedy it may have, correct the deficiencies and deduct the cost incurred from any payment then or thereafter due the Subcontractor. Subcontractor shall be liable for any costs incurred by Tarlton that are not recovered by Tarlton by deductions against the unpaid Subcontract balance. ▇▇▇▇▇▇▇’▇ election not to deduct all or any portion of its costs from the unpaid Subcontract balance shall not be a waiver of ▇▇▇▇▇▇▇’▇ right to recover said sums from Subcontractor. Subcontractor shall complete all work to the final approval of Tarlton, the Architect/Engineer or Owner’s authorized agent. Their decisions in matters relating to artistic effect shall be final so long as they are consistent with the Contract Documents. Subcontractor shall take all necessary precautions to properly protect its work and the finished work of other trades while on site and shall notify Tarlton in writing should they not be on site and leave finished work or materials unprotected. Subcontractor guarantees its work against all defects of materials and/or workmanship and as otherwise provided new line item in the Contract Documentsbudget, including new personnel. If a guarantee is not mentioned in the Contract Documents, then • The Subcontractor guarantees its work for a period of not less than one year from the date of total acceptance of the Project by the Owner. This guarantee is not a limitation of ▇▇▇▇▇▇▇’▇ rights or remedies for any breach of Subcontractor’s obligations under the Contract Documents, express or implied. Subcontractor shall not be relieved of its obligation to perform its work in accordance with the Contract Documents by tests, inspections, or approvals of its work by any person or entity; including, but not limited to, Tarlton, the Owner, and the Architect/Engineer. Subcontractor shall provide a full time competent Superintendent/▇▇▇▇▇▇▇ capable of making decisions in regards to scope, cost and schedule. The Superintendent/▇▇▇▇▇▇▇ shall be onsite whenever work covered by this subcontract is being performed (i.e. whenever Subcontractor's employees and/or Subcontractor's lower tier contractors are on site). Superintendent/▇▇▇▇▇▇▇ shall be present at all project coordination meetings while on site or when Subcontractor's work is being discussed. Subcontractor shall will be responsible for providing all printing and reproduction costs associated staff with the issue equipment required to successfully fulfil its scope of any Contract Documentswork (including office supplies, updateswork/office space, addenda, CBs, ASIs, sketches, RFIs, or other information provided by the General Contractor or Design Team. Subcontractor shall ensure its installers and vendors are provided the latest information and Contract Documents. Lower Tier Contractors and Suppliers: Within 10 days of notice of award via letter of intent or this Subcontract, Subcontractor shall provide Tarlton with a list of all lower tier contractors and/or suppliers of any sort that will be supplying labor, materialsinternet access, and equipment to IT equipment) for the Project on behalf of Subcontractor. Tarlton reserves the right to reject any lower tier contractors. Should this right be exercised, the only relief for Subcontractor shall be an increase to the contract sum equal to the differential between the bids of the replaced and the new lower tier contractors. Subcontractor shall not (a) assign this Subcontract or any amounts due or to become due under this Subcontract without the written consent of Tarlton; (b) subcontract the whole of Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE contract without the written consent of Tarlton; nor (c) further subcontract any portion duration of this Subcontract without written notification subcontract under the programme. • The Subcontractor is responsible for submitting to Tarlton If at any time there is evidence of a lien (for which if established Chemonics the Owner or Tarlton might become liable) which in any way relates to, or is claimed in any way to relate to, the work to be performed by Subcontractor, Tarlton shall have the right to retain, out of any payments currently due or that will become due in the future, an amount sufficient to completely indemnify and protect Tarlton and the Owner against such lien; including attorney’s fees. If there are not sufficient unpaid monies due under this Subcontract to reimburse Tarlton for any amounts paid to satisfy any such lien, plus attorney’s fees incurred by Tarlton and/or the Owner, Subcontractor shall immediately pay Tarlton the unreimbursed amount. In the event that a lien is filed, Subcontractor shall promptly remove or discharge the lien by bonding, payment or other means of settlement. If Subcontractor fails to remove or discharge the lien, or to provide adequate security to Tarlton, the Owner and any Project lenders against the lien, within the lesser of three (3) calendar days or required deliverables as stipulated in under schedule 1, Section 2 above for Chemonics’ approval as completed deliverables. No deliverables may be shared directly with the Contract Documents, after delivery of written notice, Tarlton shall, in addition to its other rights hereunder, have the right to remove and discharge the lien in order to protect its interest and the interests of the Owner and any Project lendersClient without prior coordination with Chemonics. Subcontractor shall be responsible for all costs incurred by Tarlton and/or the Owner and Project lenders, including attorney’s fees. Subcontractor agrees • It is expected that any work performed for Subcontractor by a lower tier contractor or supplier, shall be pursuant to a written subcontract or purchase order between the Subcontractor works collaboratively and each lower tier contractor or supplier. The written agreement shall contain provisions that: Require the work be performed in accordance close coordination with all of the requirements Chemonics and terms of the Contract Documents. Waive all rights the contracting parties may have against one another as stated in 10.1 (Dispute Resolution). Require the lower tier contractor/supplier to carry and maintain liability insurance in accordance with the Contract Documents and Attachment E. Labor Relations: Subcontractor recognizes that Tarlton is signatory to Collective Bargaining Agreements with the trades listed in Attachment F. To the extent that Subcontractor employs any of the same trades on the Project, Subcontractor shall abide by all of the applicable terms and conditions (including wages and fringe benefits) contained in the appropriate Collective Bargaining Agreements. Subcontractor will require their lower tier contractors, if any, to comply in a similar manner. Subcontractor shall comply with all federal, state and local prevailing wage, tax, social security, unemployment compensation, and worker’s compensation laws as applicable to the performance of this subcontract. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE To the extent permitted by law, Subcontractor shall employ labor that will work harmoniously with other labor employed on the Project or at the Project Site but under separate contract. Subcontractor shall not cause, in whole or in part, any work stoppage on the Project. Failure of Subcontractor’s employees to recognize legally established and maintained construction gates and continue with their work shall not be cause for extension of Subcontractor’s schedule. Subcontractor’s employees are expected to report to work during any hand-billing, substandard wage or jurisdictional picketing. Subcontractor’s employees shall continue to work during any other picket determined to be unlawful by the National Labor Relations Board. Subcontractor shall execute and comply with all labor agreements if required by the Contract Documents. Refer to Attachment F. Subcontractor shall abide by any federal, state, or local equal opportunity guidelines with respect to the management of their employees. Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, or disability or any other unlawful employment practices. If required by the Contract Documents, Subcontractor shall comply with the Federal requirements as outlined in Attachment G. Subcontractor shall not knowingly employ illegal aliens in the completion of the work. In executing this Subcontract, Subcontractor certifies that they have verified the legal employment status via “E-verify” or some other method as required by the contract documents or by legal entity having jurisdiction over the project. Subcontractor will insure that their lower tier contractors and suppliers will comply in a similar manner. Tarlton assumes toward Subcontractor all obligations and responsibilities that the Owner, by the Contract Documents, assumes toward Tarlton, as applicable to this Subcontract. Except in the case of a safety infraction or immediate danger, Tarlton shall not issue any instructions, orders or directions directly to employees or workmen of Subcontractor other than to the persons designated as the authorized representative(s) of Subcontractor. Tarlton agrees that claims for services rendered or materials furnished (i.e. backcharges) by Tarlton to Subcontractor shall not be valid unless written notice of the existence of a claim is given by Tarlton to Subcontractor within 30 days of the date when the claim originated. Tarlton shall give Subcontractor an opportunity to be present and to submit evidence in any arbitration or other legal proceedings involving Subcontractor’s rights. If requested, Tarlton shall assist Subcontractor in verification of the Owner’s ability to pay for the work under this Subcontract. Subcontractor must work through Tarlton in securing this information. On request from Subcontractor, Tarlton will request the early release of retention (if held) from the Owner on behalf of Subcontractor in accordance with the Contract Documents and applicable lawprogramme partners.

SUBCONTRACTOR’S RESPONSIBILITIES. Execution of the Work: Unless otherwise provided The Subcontractor will Design/Construct a pilot investment Index to capture opportunities for growth and diversification by investing in Attachment B, Subcontractor shall furnish all permits (other than the general building permit), licenses, royalties, franchise fees, patent fees or fees of every kind; all temporary structures, scaffolds, lights, power, utilities, hoists, equipment, fuel, expendable supplies, shelters, building protection or fire protection; Emerging Markets and other facilities of every type and description required for the safe, proper, efficient, and expeditious execution of Subcontractor’s portion of the workDeveloping Economies. Subcontractor shall obtain ▇▇▇▇▇▇▇’▇ approval prior to locating any temporary structures on site. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE If Subcontractor uses any of the equipment or facilities of Tarlton, it shall pay a fair proportion of the cost thereof. Subcontractor agrees that they are fully informed regarding all conditions affecting the work, material, equipment, apparatus and labor to be furnished for completion of this Subcontract; and also agrees and certifies that its information was obtained by personal investigation and research and not from any estimates or representations of any officer, agent or employee of Tarlton (whether written or oral). Subcontractor shall independently determine and verify all field measurements, field construction criteria, etc., as required to accomplish, erect and complete the work requirements. If the schedule does not allow for the verification of field dimensions, Subcontractor shall clearly delineate which dimensions are critical for proper installation of the fabricated items on the shop drawing submitted for review and the corresponding submittal transmittal. Subcontractor shall prepare shop drawings, samples and all “submittals” for review and/or approval as required by and in accordance with the Contract Documents. Receipt of submittals marked “approved” or “reviewed” does not relieve Subcontractor of their obligation to comply with the Contract Documents. Any deviations from the Contract Documents shall be clearly noted on the submittal and referred to in the submittal transmittal. Subcontractor shall cooperate with Tarlton (and other subcontractors whose work might depend on or interfere with Subcontractor’s work) and prepare or participate in the preparation of coordination drawings or models in areas of congestion as required by the Contract Documents, Attachment B or as necessary for the timely and safe execution of the work. Subcontractor shall advise Tarlton in writing as soon as possible of any known interferences or areas of concern. Subcontractor shall comply with all Federal, State and local laws, codes and ordinances applying to the building or structure. The Subcontractor is responsible for notifying the appropriate authorities deliverables specified in this Subcontract and scheduling all inspections associated with their workrelated communications, briefings, presentations, and materials as specified by Chemonics and the Client for the Subcontractor’s execution during Inception. All inspections shall be scheduled The Subcontractor is also responsible for meeting the Client’s and Chemonics’ financial and management reporting requirements. In order to fulfil its scope of work and produce quality outputs, the Subcontractor will work collaboratively and in coordination good faith with the MOBILIST programme, including personnel from Chemonics and other programme partners. While Schedule 1, Section 2 outlines the technical requirements expected of the Subcontractor over the course of the programme, this section further details operational and management expectations. • The Subcontractor shall request from Chemonics written approval for any personnel engaged as an employee by the Subcontractor and who is not named in section 1 and their scope(s) of work prior to engaging those new personnel on assignments, whether in the UK or internationally. The Subcontractor shall share with Chemonics a full scope of work for the assignments, including any deliverables, and associated ▇▇▇. • Should the Subcontractor engage a consultant, defined for the purposes of this Subcontract as personnel hired by the Subcontractor in a short-term and overall project schedule and shall be communicated with Tarlton. Subcontractor shall furnish periodic progress reports capacity for the purposes of the work as mutually agreedcompleting discreet deliverables, including, but not limited to, daily work logs; minority or disadvantaged business participation; shop drawing preparation, material delivery, and fabrication and/or erection schedules; and shall allow Tarlton or their designated agents to inspect work in progress as necessary to verify compliance with the project requirements. Subcontractor agrees to deposit all trash, rubbish, packing materials, crating materials and any other debris generated by their activities in trash receptacles provided by Tarlton. On-site trash receptacles shall be at a location designated by ▇▇▇▇▇▇▇’▇ Project Management and provided at no cost to Subcontractor. Tarlton will be responsible for hauling to dump and dump fees. The “clean-up” effort is to be performed on an “as needed” basis and consistent with the project requirements. Debris prior approval from Chemonics will not be allowed to accumulate required as long as the consultant is hired under an existing budget line item and hire of the consultant will not result in the Subcontractor has exceeding the duty and responsibility to maintain a safe, clean, and orderly work area that is compliant with OSHA standards (at ▇▇▇ and/or the minimum)budget for the associated gross daily rate. If these clean-up requirements are not met, Subcontractor grants Tarlton the right to perform any clean-up work it deems necessary and backcharge the responsible parties for these costs. Tarlton will attempt to provide 24-hour notice prior to performing any clean-up; however, Tarlton reserves the right to perform the clean-up work immediately if necessary at its sole discretion for safety reasons. Refer to Attachment F for project specific requirements. • The Subcontractor will be responsible for the removal recruitment and disposal retainment of all hazardous materials Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE conjunction with the workpersonnel for positions listed in Section 1. At no time shall Subcontractor be allowed to dispose Chemonics must approve the addition of hazardous materials in Tarlton furnished trash receptacles. Refer to Attachment F for project specific requirements. Subcontractor agrees that if they fail to prosecute the work diligently and properly, or fail to perform any other provision of this Subcontract, Tarlton may, after three (3) days written notice to the Subcontractor and Subcontractor’s subsequent failure to cure the deficiencies, and, without prejudice to any other remedy it may have, correct the deficiencies and deduct the cost incurred from any payment then or thereafter due the Subcontractor. Subcontractor shall be liable for any costs incurred by Tarlton that are not recovered by Tarlton by deductions against the unpaid Subcontract balance. ▇▇▇▇▇▇▇’▇ election not to deduct all or any portion of its costs from the unpaid Subcontract balance shall not be a waiver of ▇▇▇▇▇▇▇’▇ right to recover said sums from Subcontractor. Subcontractor shall complete all work to the final approval of Tarlton, the Architect/Engineer or Owner’s authorized agent. Their decisions in matters relating to artistic effect shall be final so long as they are consistent with the Contract Documents. Subcontractor shall take all necessary precautions to properly protect its work and the finished work of other trades while on site and shall notify Tarlton in writing should they not be on site and leave finished work or materials unprotected. Subcontractor guarantees its work against all defects of materials and/or workmanship and as otherwise provided new line item in the Contract Documentsbudget, including new personnel. If a guarantee is not mentioned in the Contract Documents, then • The Subcontractor guarantees its work for a period of not less than one year from the date of total acceptance of the Project by the Owner. This guarantee is not a limitation of ▇▇▇▇▇▇▇’▇ rights or remedies for any breach of Subcontractor’s obligations under the Contract Documents, express or implied. Subcontractor shall not be relieved of its obligation to perform its work in accordance with the Contract Documents by tests, inspections, or approvals of its work by any person or entity; including, but not limited to, Tarlton, the Owner, and the Architect/Engineer. Subcontractor shall provide a full time competent Superintendent/▇▇▇▇▇▇▇ capable of making decisions in regards to scope, cost and schedule. The Superintendent/▇▇▇▇▇▇▇ shall be onsite whenever work covered by this subcontract is being performed (i.e. whenever Subcontractor's employees and/or Subcontractor's lower tier contractors are on site). Superintendent/▇▇▇▇▇▇▇ shall be present at all project coordination meetings while on site or when Subcontractor's work is being discussed. Subcontractor shall will be responsible for providing all printing and reproduction costs associated staff with the issue equipment required to successfully fulfil its scope of any Contract Documentswork (including office supplies, updateswork/office space, addenda, CBs, ASIs, sketches, RFIs, or other information provided by the General Contractor or Design Team. Subcontractor shall ensure its installers and vendors are provided the latest information and Contract Documents. Lower Tier Contractors and Suppliers: Within 10 days of notice of award via letter of intent or this Subcontract, Subcontractor shall provide Tarlton with a list of all lower tier contractors and/or suppliers of any sort that will be supplying labor, materialsinternet access, and equipment to IT equipment) for the Project on behalf of Subcontractor. Tarlton reserves the right to reject any lower tier contractors. Should this right be exercised, the only relief for Subcontractor shall be an increase to the contract sum equal to the differential between the bids of the replaced and the new lower tier contractors. Subcontractor shall not (a) assign this Subcontract or any amounts due or to become due under this Subcontract without the written consent of Tarlton; (b) subcontract the whole of Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE contract without the written consent of Tarlton; nor (c) further subcontract any portion duration of this Subcontract without written notification subcontract under the programme. • The Subcontractor is responsible for submitting to Tarlton If at any time there is evidence of a lien (for which if established Chemonics the Owner or Tarlton might become liable) which in any way relates to, or is claimed in any way to relate to, the work to be performed by Subcontractor, Tarlton shall have the right to retain, out of any payments currently due or that will become due in the future, an amount sufficient to completely indemnify and protect Tarlton and the Owner against such lien; including attorney’s fees. If there are not sufficient unpaid monies due under this Subcontract to reimburse Tarlton for any amounts paid to satisfy any such lien, plus attorney’s fees incurred by Tarlton and/or the Owner, Subcontractor shall immediately pay Tarlton the unreimbursed amount. In the event that a lien is filed, Subcontractor shall promptly remove or discharge the lien by bonding, payment or other means of settlement. If Subcontractor fails to remove or discharge the lien, or to provide adequate security to Tarlton, the Owner and any Project lenders against the lien, within the lesser of three (3) calendar days or required deliverables as stipulated in under schedule 1, Section 2 above for Chemonics’ approval as completed deliverables. No deliverables may be shared directly with the Contract Documents, after delivery of written notice, Tarlton shall, in addition to its other rights hereunder, have the right to remove and discharge the lien in order to protect its interest and the interests of the Owner and any Project lendersClient without prior coordination with Chemonics. Subcontractor shall be responsible for all costs incurred by Tarlton and/or the Owner and Project lenders, including attorney’s fees. Subcontractor agrees • It is expected that any work performed for Subcontractor by a lower tier contractor or supplier, shall be pursuant to a written subcontract or purchase order between the Subcontractor works collaboratively and each lower tier contractor or supplier. The written agreement shall contain provisions that: Require the work be performed in accordance close coordination with all of the requirements Chemonics and terms of the Contract Documents. Waive all rights the contracting parties may have against one another as stated in 10.1 (Dispute Resolution). Require the lower tier contractor/supplier to carry and maintain liability insurance in accordance with the Contract Documents and Attachment E. Labor Relations: Subcontractor recognizes that Tarlton is signatory to Collective Bargaining Agreements with the trades listed in Attachment F. To the extent that Subcontractor employs any of the same trades on the Project, Subcontractor shall abide by all of the applicable terms and conditions (including wages and fringe benefits) contained in the appropriate Collective Bargaining Agreements. Subcontractor will require their lower tier contractors, if any, to comply in a similar manner. Subcontractor shall comply with all federal, state and local prevailing wage, tax, social security, unemployment compensation, and worker’s compensation laws as applicable to the performance of this subcontract. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE To the extent permitted by law, Subcontractor shall employ labor that will work harmoniously with other labor employed on the Project or at the Project Site but under separate contract. Subcontractor shall not cause, in whole or in part, any work stoppage on the Project. Failure of Subcontractor’s employees to recognize legally established and maintained construction gates and continue with their work shall not be cause for extension of Subcontractor’s schedule. Subcontractor’s employees are expected to report to work during any hand-billing, substandard wage or jurisdictional picketing. Subcontractor’s employees shall continue to work during any other picket determined to be unlawful by the National Labor Relations Board. Subcontractor shall execute and comply with all labor agreements if required by the Contract Documents. Refer to Attachment F. Subcontractor shall abide by any federal, state, or local equal opportunity guidelines with respect to the management of their employees. Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, or disability or any other unlawful employment practices. If required by the Contract Documents, Subcontractor shall comply with the Federal requirements as outlined in Attachment G. Subcontractor shall not knowingly employ illegal aliens in the completion of the work. In executing this Subcontract, Subcontractor certifies that they have verified the legal employment status via “E-verify” or some other method as required by the contract documents or by legal entity having jurisdiction over the project. Subcontractor will insure that their lower tier contractors and suppliers will comply in a similar manner. Tarlton assumes toward Subcontractor all obligations and responsibilities that the Owner, by the Contract Documents, assumes toward Tarlton, as applicable to this Subcontract. Except in the case of a safety infraction or immediate danger, Tarlton shall not issue any instructions, orders or directions directly to employees or workmen of Subcontractor other than to the persons designated as the authorized representative(s) of Subcontractor. Tarlton agrees that claims for services rendered or materials furnished (i.e. backcharges) by Tarlton to Subcontractor shall not be valid unless written notice of the existence of a claim is given by Tarlton to Subcontractor within 30 days of the date when the claim originated. Tarlton shall give Subcontractor an opportunity to be present and to submit evidence in any arbitration or other legal proceedings involving Subcontractor’s rights. If requested, Tarlton shall assist Subcontractor in verification of the Owner’s ability to pay for the work under this Subcontract. Subcontractor must work through Tarlton in securing this information. On request from Subcontractor, Tarlton will request the early release of retention (if held) from the Owner on behalf of Subcontractor in accordance with the Contract Documents and applicable lawprogramme partners.

SUBCONTRACTOR’S RESPONSIBILITIES. Execution 3.1 OBLIGATIONS The Constructor and the Subcontractor are hereby mutually bound by the terms of this Agreement. To the extent the terms of the prime agreement apply to the Subcontract Work: Unless otherwise provided , then the Constructor hereby assumes toward the Subcontractor all the obligations, rights, duties, and redress that the Owner under the prime agreement assumes toward the Constructor. In an identical way, the Subcontractor hereby assumes toward the Constructor all the same obligations, rights, duties, and redress that the Constructor assumes toward the Owner and Design Professional under the prime contract. In the event of an inconsistency among the documents, the specific terms of this Agreement shall govern. 3.2 RESPONSIBILITIES The Subcontractor shall furnish its diligent efforts to perform the Subcontract Work in Attachment B, an expeditious manner and to cooperate with the Constructor so that the Constructor may fulfill its obligations to the Owner. The Subcontractor shall furnish all permits (other than of the general building permit)labor, licenses, royalties, franchise fees, patent fees or fees of every kind; all temporary structures, scaffolds, lights, power, utilities, hoistsmaterials, equipment, fueland services, expendable suppliesincluding but not limited to competent supervision, sheltersshop drawings, building protection or fire protection; samples, tools, and other facilities of every type and description required scaffolding as are necessary for the safeproper performance of the Subcontract Work, proper, efficientall of which shall be provided in full accord with and reasonably inferable from the Subcontract Documents. The Subcontractor shall provide the Constructor a list of its proposed subcontractors and suppliers, and expeditious execution be responsible for taking field dimensions, providing tests, obtaining required permits related to the Subcontract Work and affidavits, ordering of Subcontractor’s portion of materials, and all other actions as required to meet the work. Subcontractor shall obtain ▇▇▇▇▇▇▇’▇ approval prior to locating any temporary structures on site. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE Progress Schedule. 3.2.1 If the Subcontractor uses any of the equipment labor brokers or facilities of Tarlton, it temporary help agencies they shall pay a fair proportion of the cost thereof. Subcontractor agrees that they are fully informed regarding all conditions affecting the work, material, equipment, apparatus and labor to be furnished for completion of this Subcontract; and also agrees and certifies that its information was obtained by personal investigation and research and not from any estimates or representations of any officer, agent or employee of Tarlton (whether written or oral). Subcontractor shall independently determine and verify all field measurements, field construction criteria, etc., as required to accomplish, erect and complete the work requirements. If the schedule does not allow for the verification of field dimensions, Subcontractor shall clearly delineate which dimensions are critical for proper installation of the fabricated items on the shop drawing submitted for review and the corresponding submittal transmittal. Subcontractor shall prepare shop drawings, samples and all “submittals” for review and/or approval as required by and in accordance with the Contract Documents. Receipt of submittals marked “approved” or “reviewed” does not relieve Subcontractor of their obligation to comply with the Contract Documents. Any deviations from the Contract Documents shall be clearly noted on the submittal and referred to in the submittal transmittal. Subcontractor shall cooperate with Tarlton (and other subcontractors whose work might depend on or interfere with Subcontractor’s work) and prepare or participate in the preparation of coordination drawings or models in areas of congestion as required by the Contract Documents, Attachment B or as necessary for the timely and safe execution provisions of the workImmigration Reform Act of 1986. In addition, the Subcontractor shall advise Tarlton in writing as soon as possible of and any known interferences labor broker or areas of concern. Subcontractor temporary help agencies used for this project shall comply with all Federalapplicable state, State federal and local lawslaws requiring worker's compensation insurance coverage, codes the payment of wages, including overtime and ordinances applying to the building or structure. Subcontractor is responsible for notifying the appropriate authorities minimum wage, as well as income tax withholding and scheduling all inspections associated with their work. All inspections shall be scheduled in coordination with the short-term Social Security and overall project schedule Medicare withholding and shall be communicated with Tarlton. Subcontractor shall furnish periodic progress reports of the work as mutually agreed, including, but not limited to, daily work logs; minority or disadvantaged business participation; shop drawing preparation, material delivery, and fabrication and/or erection schedules; and shall allow Tarlton or their designated agents to inspect work in progress as necessary to verify compliance with the project payment requirements. Subcontractor agrees The practice of subcontractors or labor brokers assigning independent contractor status to deposit all trash, rubbish, packing materials, crating materials and any other debris generated employees to avoid worker's compensation insurance or benefits required by their activities in trash receptacles provided by Tarlton. On-site trash receptacles shall be at a location designated by ▇▇▇▇▇▇▇’▇ Project Management and provided at no cost to Subcontractor. Tarlton will be responsible for hauling to dump and dump fees. The “clean-up” effort is to be performed on an “as needed” basis and consistent with the project requirements. Debris law will not be allowed allowed. 3.2.2 The Subcontractor acknowledges and agrees to accumulate adhere to all quality control requirements of Attachment "QC" Quality Control On-Site Plan, Subcontractor's Responsibility. 3.3 INCONSISTENCIES AND OMISSIONS The Subcontractor shall examine and Subcontractor has compare the duty and responsibility to maintain a safedrawings, cleanspecifications, other Subcontract Documents, and orderly work area that is compliant with OSHA standards (at information furnished by the minimum)Owner relative to the Subcontract Work. If these clean-up requirements are not met, Subcontractor grants Tarlton the right to perform any clean-up work it deems necessary Such examination and backcharge the responsible parties for these costs. Tarlton will attempt to provide 24-hour notice prior to performing any clean-up; however, Tarlton reserves the right to perform the clean-up work immediately if necessary at its sole discretion for safety reasons. Refer to Attachment F for project specific requirements. Subcontractor will comparison shall be responsible solely for the removal purpose of facilitating the Subcontract Work and disposal not for the discovery of all hazardous materials Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE conjunction with the work. At no time shall Subcontractor be allowed to dispose of hazardous materials in Tarlton furnished trash receptacles. Refer to Attachment F for project specific requirements. Subcontractor agrees that if they fail to prosecute the work diligently and properlyerrors, inconsistencies, or fail to perform any other provision of this Subcontract, Tarlton may, after three (3) days written notice to the Subcontractor and Subcontractor’s subsequent failure to cure the deficiencies, and, without prejudice to any other remedy it may have, correct the deficiencies and deduct the cost incurred from any payment then or thereafter due the Subcontractor. Subcontractor shall be liable for any costs incurred by Tarlton that are not recovered by Tarlton by deductions against the unpaid Subcontract balance. ▇▇▇▇▇▇▇’▇ election not to deduct all or any portion of its costs from the unpaid Subcontract balance shall not be a waiver of ▇▇▇▇▇▇▇’▇ right to recover said sums from Subcontractor. Subcontractor shall complete all work to the final approval of Tarlton, the Architect/Engineer or Owner’s authorized agent. Their decisions in matters relating to artistic effect shall be final so long as they are consistent with the Contract Documents. Subcontractor shall take all necessary precautions to properly protect its work and the finished work of other trades while on site and shall notify Tarlton in writing should they not be on site and leave finished work or materials unprotected. Subcontractor guarantees its work against all defects of materials and/or workmanship and as otherwise provided omissions in the Contract DocumentsSubcontract Documents nor for ascertaining if the Subcontract Documents are in accordance with Laws. If a guarantee is not mentioned in the Contract Documents, then Subcontractor guarantees its work for a period of not less than one year from the date of total acceptance of the Project by the Owner. This guarantee is not a limitation of ▇▇▇▇▇▇▇’▇ rights or remedies for any breach of Subcontractor’s obligations under the Contract Documents, express or implied. The Subcontractor shall not be relieved of its obligation to perform its work in accordance with the Contract Documents by testshave liability for errors, inspectionsomissions, or approvals of its work by inconsistencies discovered under this subsection unless the Subcontractor knowingly fails to report a recognized problem to the Constructor. Should the Subcontractor discover any person errors, inconsistencies, or entity; including, but not limited to, Tarltonomissions in the Subcontract Documents, the Owner, and the Architect/Engineer. Subcontractor shall provide a full time competent Superintendent/▇▇▇▇▇▇▇ capable of making decisions in regards to scope, cost and schedule. The Superintendent/▇▇▇▇▇▇▇ shall be onsite whenever work covered by this subcontract is being performed (i.e. whenever Subcontractor's employees and/or Subcontractor's lower tier contractors are on site). Superintendent/▇▇▇▇▇▇▇ shall be present at all project coordination meetings while on site or when Subcontractor's work is being discussed. Subcontractor shall be responsible for all printing and reproduction costs associated with the issue of any Contract Documents, updates, addenda, CBs, ASIs, sketches, RFIs, or other information provided by the General Contractor or Design Team. Subcontractor shall ensure its installers and vendors are provided the latest information and Contract Documents. Lower Tier Contractors and Suppliers: Within 10 days of notice of award via letter of intent or this Subcontract, Subcontractor shall provide Tarlton with a list of all lower tier contractors and/or suppliers of any sort that will be supplying labor, materials, and equipment to the Project on behalf of Subcontractor. Tarlton reserves the right to reject any lower tier contractors. Should this right be exercised, the only relief for Subcontractor shall be an increase to the contract sum equal to the differential between the bids of the replaced and the new lower tier contractors. Subcontractor shall not (a) assign this Subcontract or any amounts due or to become due under this Subcontract without the written consent of Tarlton; (b) subcontract the whole of Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE contract without the written consent of Tarlton; nor (c) further subcontract any portion of this Subcontract without written notification to Tarlton If at any time there is evidence of a lien (for which if established the Owner or Tarlton might become liable) which in any way relates to, or is claimed in any way to relate to, the work to be performed by Subcontractor, Tarlton shall have the right to retain, out of any payments currently due or that will become due in the future, an amount sufficient to completely indemnify and protect Tarlton and the Owner against such lien; including attorney’s fees. If there are not sufficient unpaid monies due under this Subcontract to reimburse Tarlton for any amounts paid to satisfy any such lien, plus attorney’s fees incurred by Tarlton and/or the Owner, Subcontractor shall immediately pay Tarlton the unreimbursed amount. In the event that a lien is filed, Subcontractor shall promptly remove or discharge report such discoveries to the lien by bonding, payment or other means of settlementConstructor in writing. If Subcontractor fails to remove or discharge the lien, or to provide adequate security to Tarlton, the Owner and any Project lenders against the lien, within the lesser of three (3) calendar days or as stipulated in the Contract Documents, after delivery Following receipt of written notice, Tarlton shallthe Constructor shall promptly instruct the Subcontractor as to the measures to be taken, in addition to its other rights hereunder, have the right to remove and discharge the lien in order to protect its interest and the interests of the Owner and any Project lenders. Subcontractor shall be responsible for all costs incurred by Tarlton and/or the Owner and Project lenders, including attorney’s fees. Subcontractor agrees that any work performed for Subcontractor by a lower tier contractor or supplier, shall be pursuant to a written subcontract or purchase order between the Subcontractor and each lower tier contractor or supplier. The written agreement shall contain provisions that: Require the work be performed in accordance with all of the requirements and terms of the Contract Documents. Waive all rights the contracting parties may have against one another as stated in 10.1 (Dispute Resolution). Require the lower tier contractor/supplier to carry and maintain liability insurance in accordance with the Contract Documents and Attachment E. Labor Relations: Subcontractor recognizes that Tarlton is signatory to Collective Bargaining Agreements with the trades listed in Attachment F. To the extent that Subcontractor employs any of the same trades on the Project, Subcontractor shall abide by all of the applicable terms and conditions (including wages and fringe benefits) contained in the appropriate Collective Bargaining Agreements. Subcontractor will require their lower tier contractors, if any, to comply in a similar manner. Subcontractor shall comply with all federal, state and local prevailing wage, tax, social security, unemployment compensation, and worker’s compensation laws as applicable to the performance of this subcontract. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE To the extent permitted by law, Subcontractor shall employ labor that will work harmoniously with other labor employed on the Project or at the Project Site but under separate contract. Subcontractor shall not cause, in whole or in part, any work stoppage on the Project. Failure of Subcontractor’s employees to recognize legally established and maintained construction gates and continue with their work shall not be cause for extension of Subcontractor’s schedule. Subcontractor’s employees are expected to report to work during any hand-billing, substandard wage or jurisdictional picketing. Subcontractor’s employees shall continue to work during any other picket determined to be unlawful by the National Labor Relations Board. Subcontractor shall execute and comply with all labor agreements if required by the Contract Documents. Refer to Attachment F. Subcontractor shall abide by any federal, state, or local equal opportunity guidelines with respect to the management of their employees. Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, or disability or any other unlawful employment practices. If required by the Contract Documents, Subcontractor shall comply with the Federal requirements as outlined in Attachment G. Constructor's instructions. If the Subcontractor performs work knowing it to be contrary to Laws without notice to the Constructor and advance approval by appropriate authorities, including the Constructor, the Subcontractor shall not knowingly employ illegal aliens assume responsibility for such work and bear all associated costs, charges, fines, penalties, fees, and expenses necessarily incurred to remedy the violation. The Subcontractor may be entitled to additional costs or time because of clarifications or instructions arising out of the Subcontractor's reports described in this section. Nothing in this section shall relieve the Subcontractor of responsibility for its own errors, inconsistencies, and omissions. 3.4 WORKSITE VISITATION Before commencing the Subcontract Work, the Subcontractor shall conduct a visual inspection of the Worksite to become generally familiar with local conditions and to correlate Worksite observations with the Subcontract Documents. If the Subcontractor discovers any discrepancies between its Worksite observations and the Subcontract Documents, such discrepancies shall be promptly reported to the Constructor. 3.5 INCREASED COSTS OR TIME The Subcontractor may assert a claim, as provide in Article 7, if the Constructor's clarifications or instructions in responses to requests for information are believed to require additional time or cost. If the Subcontractor fails to perform the reviews and comparisons required in sections 3.3 and 3.4, to the extent the Constructor is held liable to the Owner because of the Subcontractor's failure, the Subcontractor shall pay the costs and damages to the Constructor that would have been avoided if the Subcontractor had performed those obligations. 3.6 COMMUNICATIONS Unless otherwise provided in the completion of Subcontract Documents and except for emergencies, the work. In executing this Subcontract, Subcontractor certifies that they have verified the legal employment status via “E-verify” or some other method as required by the contract documents or by legal entity having jurisdiction over the project. Subcontractor will insure that their lower tier contractors and suppliers will comply in a similar manner. Tarlton assumes toward Subcontractor shall direct all obligations and responsibilities that the Owner, by the Contract Documents, assumes toward Tarlton, as applicable to this Subcontract. Except in the case of a safety infraction or immediate danger, Tarlton shall not issue any instructions, orders or directions directly to employees or workmen of Subcontractor other than communications related to the persons designated as Project to the authorized representative(s) of Subcontractor. Tarlton agrees that claims for services rendered or materials furnished (i.e. backcharges) by Tarlton to Subcontractor shall not be valid unless written notice of the existence of a claim is given by Tarlton to Subcontractor within 30 days of the date when the claim originated. Tarlton shall give Subcontractor an opportunity to be present and to submit evidence in any arbitration or other legal proceedings involving Subcontractor’s rights. If requested, Tarlton shall assist Subcontractor in verification of the Owner’s ability to pay for the work under this Subcontract. Subcontractor must work through Tarlton in securing this information. On request from Subcontractor, Tarlton will request the early release of retention (if held) from the Owner on behalf of Subcontractor in accordance with the Contract Documents and applicable lawConstructor.

SUBCONTRACTOR’S RESPONSIBILITIES. Execution 3.1 OBLIGATIONS The Constructor and the Subcontractor are hereby mutually bound by the terms of this Agreement. To the extent the terms of the prime agreement apply to the Subcontract Work: Unless otherwise provided , then the Constructor hereby assumes toward the Subcontractor all the obligations, rights, duties, and redress that the Owner under the prime agreement assumes toward the Constructor. In an identical way, the Subcontractor hereby assumes toward the Constructor all the same obligations, rights, duties, and redress that the Constructor assumes toward the Owner and Design Professional under the prime contract. In the event of an inconsistency among the documents, the specific terms of this Agreement shall govern. 3.2 RESPONSIBILITIES The Subcontractor shall furnish its best skill and judgment to perform the Subcontract Work in Attachment B, an expeditious manner and to cooperate with the Constructor so that the Constructor may fulfill its obligations to the Owner. The Subcontractor shall furnish all permits (other than of the general building permit)labor, licenses, royalties, franchise fees, patent fees or fees of every kind; all temporary structures, scaffolds, lights, power, utilities, hoistsmaterials, equipment, fueland services, expendable suppliesincluding but not limited to competent supervision, sheltersshop drawings, building protection or fire protection; samples, tools, and other facilities of every type and description required scaffolding as are necessary for the safeproper performance of the Subcontract Work, proper, efficientall of which shall be provided in full accord with and reasonably inferable from the Subcontract Documents. The Subcontractor shall provide the Constructor a list of its proposed subcontractors and suppliers, and expeditious execution be responsible for taking field dimensions, providing tests, obtaining required permits related to the Subcontract Work and affidavits, ordering of Subcontractor’s portion of the work. Subcontractor shall obtain ▇▇▇▇▇▇▇’▇ approval prior to locating any temporary structures on site. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE If Subcontractor uses any of the equipment or facilities of Tarltonmaterials, it shall pay a fair proportion of the cost thereof. Subcontractor agrees that they are fully informed regarding and all conditions affecting the work, material, equipment, apparatus and labor to be furnished for completion of this Subcontract; and also agrees and certifies that its information was obtained by personal investigation and research and not from any estimates or representations of any officer, agent or employee of Tarlton (whether written or oral). Subcontractor shall independently determine and verify all field measurements, field construction criteria, etc., other actions as required to accomplishmeet the Progress Schedule. 3.2.1 Constructor, erect and complete being the work requirementsProject Expediter for this project, shall set the working hours for this Project. If It shall be the responsibility of this Subcontractor to abide by this schedule does not allow for the verification of field dimensions, Subcontractor shall clearly delineate which dimensions are critical for proper installation of the fabricated items on the shop drawing submitted for review and the corresponding submittal transmittal. Subcontractor shall prepare shop drawings, samples and all “submittals” for review and/or approval as required by and in accordance with the Contract Documents. Receipt of submittals marked “approved” or “reviewed” does not relieve Subcontractor of their obligation to comply with the Contract Documentsa daily basis. Any deviations deviation from the Contract Documents this schedule shall first be clearly noted on the submittal and referred to in the submittal transmittal. Subcontractor shall cooperate with Tarlton (and other subcontractors whose work might depend on or interfere with Subcontractor’s work) and prepare or participate in the preparation of coordination drawings or models in areas of congestion as required approved by the Contract Documents, Attachment B or as necessary for the timely and safe execution of the work. Subcontractor shall advise Tarlton in writing as soon as possible of any known interferences or areas of concern. Subcontractor shall comply with all Federal, State and local laws, codes and ordinances applying to the building or structure. Subcontractor is responsible for notifying the appropriate authorities and scheduling all inspections associated with their workConstructor's Project Superintendent. All inspections shall trades are required to be scheduled in coordination on site the full work week while their scope of work is being performed. Shortened work weeks with the short-term and overall project schedule and shall extended hours will not be communicated with Tarlton. Subcontractor shall furnish periodic progress reports of the work as mutually agreed, including, but not limited to, daily work logs; minority or disadvantaged business participation; shop drawing preparation, material delivery, and fabrication and/or erection schedules; and shall allow Tarlton or their designated agents to inspect work in progress as necessary to verify compliance with the project requirements. Subcontractor agrees to deposit all trash, rubbish, packing materials, crating materials and any other debris generated by their activities in trash receptacles provided by Tarlton. On-site trash receptacles shall be at a location designated by ▇▇▇▇▇▇▇’▇ Project Management and provided at no cost to acceptable. 3.2.2 If Subcontractor. Tarlton will be responsible for hauling to dump and dump fees. The “clean-up” effort is 's Work to be performed on an “as needed” basis and consistent with under the project requirements. Debris will not be allowed to accumulate and Subcontractor has Subcontract Documents involves the duty and responsibility to maintain a safeemployment or use of Sub- Subcontractors by the Subcontractor, clean, and orderly work area that is compliant with OSHA standards (at then the minimum). If these clean-up requirements are not met, Subcontractor grants Tarlton the right to perform any clean-up work it deems necessary and backcharge the responsible parties for these costs. Tarlton will attempt to provide 24-hour notice prior to performing any clean-up; however, Tarlton reserves the right to perform the clean-up work immediately if necessary at its sole discretion for safety reasons. Refer to Attachment F for project specific requirements. Subcontractor will be responsible for the removal and disposal of all hazardous materials Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE conjunction with the work. At no time shall Subcontractor be allowed to dispose of hazardous materials in Tarlton furnished trash receptacles. Refer to Attachment F for project specific requirements. Subcontractor agrees that if they fail to prosecute the work diligently and properly, or fail to perform any other provision of this Subcontract, Tarlton may, after three (3) days written notice to the Subcontractor and Subcontractor’s subsequent failure to cure the deficiencies, and, without prejudice to any other remedy it may have, correct the deficiencies and deduct the cost incurred from any payment then or thereafter due the Subcontractor. Subcontractor shall be liable for any costs incurred by Tarlton that are not recovered by Tarlton by deductions against the unpaid Subcontract balance. ▇▇▇▇▇▇▇’▇ election not to deduct all or any portion of its costs from the unpaid Subcontract balance shall not be a waiver of ▇▇▇▇▇▇▇’▇ right to recover said sums from Subcontractor. Subcontractor shall complete all work to the final approval of Tarlton, the Architect/Engineer or Owner’s authorized agent. Their decisions in matters relating to artistic effect shall be final so long as they are consistent with the Contract Documents. Subcontractor shall take all necessary precautions to properly protect its work and the finished work of other trades while on site and shall notify Tarlton in writing should they not be on site and leave finished work or materials unprotected. Subcontractor guarantees its work against all defects of materials and/or workmanship and as otherwise provided in the Contract Documents. If a guarantee is not mentioned in the Contract Documents, then Subcontractor guarantees its work for a period of not less than one year from the date of total acceptance of the Project by the Owner. This guarantee is not a limitation of ▇▇▇▇▇▇▇’▇ rights or remedies for any breach of Subcontractor’s obligations under the Contract Documents, express or implied. Subcontractor shall not be relieved of its obligation to perform its work in accordance with the Contract Documents by tests, inspections, or approvals of its work by any person or entity; including, but not limited to, Tarlton, the Owner, and the Architect/Engineer. Subcontractor shall provide a full time competent Superintendent/▇▇▇▇▇▇▇ capable on site representative to supervise the work of making decisions in regards the Sub-Subcontractors and to scopecoordinate all work of the Sub-Subcontractors with that of the Constructor, cost other Subcontractors, and/or Prime Constructors. All Sub-Subcontractors of Subcontractor of any tier must furnish evidence of adequate insurance and scheduleworkers compensation and name Constructor and Owner as additional insureds. The Superintendent/▇▇▇▇▇▇▇ Copies of these insurance certificates should be submitted to Constructor prior to the lower tier Subcontractor performing any work on the site. Upon the request of the Constructor, certificates shall be onsite whenever work covered by this subcontract is being performed (i.e. whenever Subcontractor's employees and/or Subcontractor's lower tier contractors are on site). Superintendent/▇▇▇▇▇▇▇ provided. 3.2.3 Before starting any Subcontract Work, the Subcontractor shall inspect all surfaces to be present at all project coordination meetings while on site or when Subcontractor's work is being discussedfinished. Subcontractor shall notify Constructor in writing of any unsuitability of surfaces for finishing. The commencing of Subcontract Work, or the absence of the notification in writing, shall be construed as acceptance of the surfaces by the Subcontractor. It shall be the responsibility of the Subcontractor to correct any defects appearing in the finished work thereafter. 3.2.4 Subcontractor shall submit a complete listing of the Subcontractor's Sub-Subcontractors of all tiers, including all material and/or labor suppliers. The list shall include the firm's name, contact person, phone numbers, Subcontract or material purchase date along with the anticipated delivery dates and material shipping points. If Subcontractor proposes to subcontract portions of the Subcontract Work, prior written approval of Constructor shall be required. Subcontractor shall remain responsible for all printing and reproduction costs associated with the issue of any Contract Documents, updates, addenda, CBs, ASIs, sketches, RFIs, or other information provided by the General Contractor or Design Team. Subcontractor shall ensure its installers and vendors are provided the latest information and Contract Documents. Lower Tier Contractors and Suppliers: Within 10 days of notice of award via letter of intent or this Subcontract, Subcontractor shall provide Tarlton with a list of all lower tier contractors and/or suppliers of any sort that will be supplying labor, materials, and equipment to the Project on behalf of Subcontractor. Tarlton reserves the right to reject any lower tier contractors. Should this right be exercised, the only relief for Subcontractor shall be an increase to the contract sum equal to the differential between the bids performance of the replaced Subcontract Work and all portions thereof that Subcontractor subcontracts. If approval is granted to allow portions of the new lower tier contractors. Subcontractor shall not (a) assign this Subcontract or any amounts due or to become due under this Subcontract without the written consent of Tarlton; (b) subcontract the whole of Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE contract without the written consent of Tarlton; nor (c) further subcontract any portion of this Subcontract without written notification to Tarlton If at any time there is evidence of a lien (for which if established the Owner or Tarlton might become liable) which in any way relates to, or is claimed in any way to relate to, the work Work to be performed by subcontracted, Subcontractor, Tarlton 's Sub-Subcontractors shall have the right adhere to retain, out of any payments currently due or that will become due in the future, an amount sufficient to completely indemnify all rules and protect Tarlton and the Owner against such lien; including attorney’s fees. If there are not sufficient unpaid monies due under this Subcontract to reimburse Tarlton for any amounts paid to satisfy any such lien, plus attorney’s fees incurred by Tarlton and/or the Owner, Subcontractor shall immediately pay Tarlton the unreimbursed amount. In the event that a lien is filed, Subcontractor shall promptly remove or discharge the lien by bonding, payment or other means of settlement. If Subcontractor fails to remove or discharge the lien, or to provide adequate security to Tarlton, the Owner and any Project lenders against the lien, within the lesser of three (3) calendar days or as stipulated in the Contract Documents, after delivery of written notice, Tarlton shall, in addition to its other rights hereunder, have the right to remove and discharge the lien in order to protect its interest and the interests of the Owner and any Project lenders. Subcontractor shall be responsible for all costs incurred by Tarlton and/or the Owner and Project lenders, including attorney’s fees. Subcontractor agrees that any work performed for Subcontractor by a lower tier contractor or supplier, shall be pursuant to a written subcontract or purchase order between the Subcontractor and each lower tier contractor or supplier. The written agreement shall contain provisions that: Require the work be performed in accordance with all of the requirements and terms of the Contract Documents. Waive all rights the contracting parties may have against one another as stated in 10.1 (Dispute Resolution). Require the lower tier contractor/supplier to carry and maintain liability insurance in accordance with the Contract Documents and Attachment E. Labor Relations: Subcontractor recognizes that Tarlton is signatory to Collective Bargaining Agreements with the trades listed in Attachment F. To the extent that Subcontractor employs any of the same trades on the Project, Subcontractor shall abide by all of the applicable terms and conditions (including wages and fringe benefits) contained in the appropriate Collective Bargaining Agreements. Subcontractor will require their lower tier contractors, if any, to comply in a similar manner. Subcontractor shall comply with all federal, state and local prevailing wage, tax, social security, unemployment compensation, and worker’s compensation laws as applicable to the performance of this subcontract. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE To the extent permitted by law, Subcontractor shall employ labor that will work harmoniously with other labor employed on the Project or at the Project Site but under separate contract. Subcontractor shall not cause, in whole or in part, any work stoppage on the Project. Failure of Subcontractor’s employees to recognize legally established and maintained construction gates and continue with their work shall not be cause for extension of Subcontractor’s schedule. Subcontractor’s employees are expected to report to work during any hand-billing, substandard wage or jurisdictional picketing. Subcontractor’s employees shall continue to work during any other picket determined to be unlawful by the National Labor Relations Board. Subcontractor shall execute and comply with all labor agreements if required by the Contract Documents. Refer to Attachment F. Subcontractor shall abide by any federal, state, or local equal opportunity guidelines with respect to the management of their employees. Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, or disability or any other unlawful employment practices. If required by the Contract Documents, Subcontractor shall comply with the Federal requirements as outlined in Attachment G. Subcontractor shall not knowingly employ illegal aliens in the completion of the work. In executing this Subcontract, Subcontractor certifies that they have verified the legal employment status via “Eif such Sub-verify” or some other method as required by the Subcontractors were under contract documents or by legal entity having jurisdiction over the project. Subcontractor will insure that their lower tier contractors and suppliers will comply in a similar manner. Tarlton assumes toward Subcontractor all obligations and responsibilities that the Owner, by the Contract Documents, assumes toward Tarlton, as applicable to this Subcontract. Except in the case of a safety infraction or immediate danger, Tarlton shall not issue any instructions, orders or directions directly to employees or workmen of Subcontractor other than to the persons designated as the authorized representative(s) of Subcontractor. Tarlton agrees that claims for services rendered or materials furnished (i.e. backcharges) by Tarlton to Subcontractor shall not be valid unless written notice of the existence of a claim is given by Tarlton to Subcontractor within 30 days of the date when the claim originated. Tarlton shall give Subcontractor an opportunity to be present and to submit evidence in any arbitration or other legal proceedings involving Subcontractor’s rights. If requested, Tarlton shall assist Subcontractor in verification of the Owner’s ability to pay for the work under this Subcontract. Subcontractor must work through Tarlton in securing this information. On request from Subcontractor, Tarlton will request the early release of retention (if held) from the Owner on behalf of Subcontractor in accordance with the Contract Documents and applicable lawConstructor.

SUBCONTRACTOR’S RESPONSIBILITIES. Execution 2.1 The Subcontract Work includes, but is not limited to, such of the following as may be necessary to perform and complete the Subcontract Work: Unless all plant, materials, tools, equipment (whether for temporary or permanent use), scaffolding, supplies, transportation cartage, loading, hoisting, forms, patterns, models, shop drawings, measurements and other facilities; all labor, work, supervision, cutting; patching, cleaning, temporary construction, protection and other services; and all insurance, warranties, taxes, benefits, royalties, temporary utilities and other related costs except as otherwise provided in Attachment Bthis Agreement. It is intended that the Subcontract Work include all work and things necessary to produce a completed job in all respects, and including all warranties required by the 2.2 Subcontractor shall furnish all permits (other than perform the general building permit), licenses, royalties, franchise fees, patent fees or fees Subcontract Work in accordance with the requirements of every kind; all temporary structures, scaffolds, lights, power, utilities, hoists, equipment, fuel, expendable supplies, shelters, building protection or fire protection; this Agreement and other facilities of every type and description required for the safe, proper, efficient, and expeditious execution of Subcontractor’s portion of the workSubcontract Documents. Subcontractor shall obtain ▇▇▇▇▇▇▇’▇ approval prior is bound to locating any temporary structures on site. Subcontract No.18001-0000 ▇▇Applicable ▇▇▇▇▇ CORPORATION-CORE If Subcontractor uses any Entity by all of the equipment or facilities of Tarlton, it shall pay a fair proportion terms and provisions of the cost thereof. Subcontractor agrees that they are fully informed regarding all conditions affecting the work, material, equipment, apparatus and labor Subcontract Documents related to be furnished for completion of this Subcontract; and also agrees and certifies that its information was obtained by personal investigation and research and not from any estimates or representations of any officer, agent or employee of Tarlton (whether written or oral). Subcontractor shall independently determine and verify all field measurements, field construction criteria, etc., as required to accomplish, erect and complete the work requirements. If the schedule does not allow for the verification of field dimensions, Subcontractor shall clearly delineate which dimensions are critical for proper installation of the fabricated items on the shop drawing submitted for review and the corresponding submittal transmittal. Subcontractor shall prepare shop drawings, samples and all “submittals” for review and/or approval as required by and in accordance with the Contract Documents. Receipt of submittals marked “approved” or “reviewed” does not relieve Subcontractor of their obligation to comply with the Contract Documents. Any deviations from the Contract Documents shall be clearly noted on the submittal and referred to in the submittal transmittal. Subcontractor shall cooperate with Tarlton (and other subcontractors whose work might depend on or interfere with Subcontractor’s work) and prepare or participate in the preparation of coordination drawings or models in areas of congestion as required by the Contract Documents, Attachment B or as necessary for the timely and safe execution of the work. Subcontractor shall advise Tarlton in writing as soon as possible of any known interferences or areas of concern. Subcontractor shall comply with all Federal, State and local laws, codes and ordinances applying to the building or structure. Subcontractor is responsible for notifying the appropriate authorities and scheduling all inspections associated with their work. All inspections shall be scheduled in coordination with the short-term and overall project schedule and shall be communicated with Tarlton. Subcontractor shall furnish periodic progress reports of the work as mutually agreed, including, but not limited to, daily work logs; minority or disadvantaged business participation; shop drawing preparation, material delivery, and fabrication and/or erection schedules; and shall allow Tarlton or their designated agents to inspect work in progress as necessary to verify compliance with the project requirements. Subcontractor agrees to deposit all trash, rubbish, packing materials, crating materials and any other debris generated by their activities in trash receptacles provided by Tarlton. On-site trash receptacles shall be at a location designated by ▇▇▇▇▇▇▇’▇ Project Management and provided at no cost to Subcontractor. Tarlton will be responsible for hauling to dump and dump fees. The “clean-up” effort is to be performed on an “as needed” basis and consistent with the project requirements. Debris will not be allowed to accumulate and Subcontractor has the duty and responsibility to maintain a safe, clean, and orderly work area that is compliant with OSHA standards (at the minimum). If these clean-up requirements are not met, Subcontractor grants Tarlton the right to perform any clean-up work it deems necessary and backcharge the responsible parties for these costs. Tarlton will attempt to provide 24-hour notice prior to performing any clean-up; however, Tarlton reserves the right to perform the clean-up work immediately if necessary at its sole discretion for safety reasons. Refer to Attachment F for project specific requirements. Subcontractor will be responsible for the removal and disposal of all hazardous materials Subcontract No.18001-0000 ▇▇each Applicable ▇▇▇▇▇ CORPORATION-CORE conjunction with Entity and assumes toward each such Applicable ▇▇▇▇▇ Entity all of the work. At no time shall Subcontractor be allowed to dispose of hazardous materials in Tarlton furnished trash receptacles. Refer to Attachment F for project specific requirementsduties, obligations and responsibilities that Applicable ▇▇▇▇▇ Entity by the Subcontract Documents assumes toward Owner. Subcontractor further agrees that if they fail Applicable ▇▇▇▇▇ Entity shall have the benefit of all rights, remedies and redress against Subcontractor that Owner under the Prime Contract, has against Applicable ▇▇▇▇▇ Entity. Subcontractor shall provide applicable portions of the Subcontract Documents to prosecute its subcontractors, material suppliers, and Designers and shall assure that each of its subcontractors, material suppliers, and Designers assumes toward Subcontractor all of the work diligently duties, obligations and properlyresponsibilities that Subcontractor by the Subcontract Documents assumes toward Applicable ▇▇▇▇▇ Entity. Applicable ▇▇▇▇▇ Entity is an intended third-party beneficiary of each of Subcontractor’s agreements with its subcontractors, or fail to perform any other provision of this Subcontractmaterial suppliers, Tarlton may, after three (3) days written notice and Designers with respect to the applicable Work Order, and is entitled to enforce any rights thereunder for its benefit. 2.3 Subcontractor and Subcontractor’s subsequent failure to cure shall not deviate from the deficiencies, and, Subcontract Documents or substitute materials (including "or equal" materials) without prejudice to any other remedy it may have, correct the deficiencies and deduct the cost incurred from any payment then or thereafter due the Subcontractor. issuance of a written change order by Applicable ▇▇▇▇▇ Entity Subcontractor shall be liable for any costs incurred additional cost to Applicable ▇▇▇▇▇ Entity or others resulting from any deviations or substitutions. 2.4 If the Subcontract Documents (A) require Subcontractor to provide design services or (B) specify design and performance criteria relating to the Subcontract Work, Subcontractor shall provide the design services necessary to satisfactorily complete the Subcontract Work. Design services provided by Tarlton that are Subcontractor shall be procured from licensed design professionals retained by Subcontractor as permitted by the law of the place where the Project is located (the “Designer”). The Designer’s signature and seal shall appear on all Drawings, calculations, Specifications, certifications, shop drawings and other submittals prepared by the Designer. Shop drawings and other submittals related to the Subcontract Work designed or certified by the Designer, if prepared by others, shall bear Subcontractor’s and the Designer’s written approvals when submitted to Applicable ▇▇▇▇▇ Entity Applicable ▇▇▇▇▇ Entity shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by the Designer. (A) Except as otherwise provided in the Prime Contract and this Section, Subcontractor and its Designers shall be deemed the authors and owners of their Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Drawings and Specifications to meet official regulatory requirements or for similar purposes in connection with the Project is not recovered by Tarlton by deductions against to be construed as publication in derogation of the unpaid Subcontract balancereserved rights of Subcontractor and its Designers. (B) Owner and ▇▇▇▇▇ hold a nonexclusive, transferable, perpetual, and unconditional license to use, reproduce, and make derivative works from the Drawings and Specifications solely for purposes such as financing, constructing, using, altering, expanding, promoting, and maintaining the Project before, during, and after Project completion. Subcontractor must obtain similar licenses for the benefit of the Owner and ▇▇▇▇▇ from its Designers. Owner and ▇▇▇▇▇, and their successors and assigns, may freely assign, delegate, and sublicense such license. The license granted under this Section permits the Owner and Danis to authorize other subcontractors as well as the Owner’s consultants and separate contractors, to reproduce applicable portions of the Drawings and Specifications solely and exclusively for use in performing services or construction for the Project. (C) The Design Professional may use any of the constituent parts of the Drawings and Specifications on any other project, except for any unique or distinctive architectural components or effects which, taken independently or in combination, would produce a project with substantially similar and distinctive features as the Project. (D) If the Owner or ▇▇’▇▇▇ election not to deduct all provide the Subcontractor or Subcontractor’s Designer with any computer-assisted drawing files, infrastructure management data, or any portion other electronic data for use in their design of its costs from the unpaid Subcontract balance Project, Subcontractor and Subcontractor’s Designers shall not be a waiver of release, indemnify, and hold harmless the Owner and ▇▇▇▇▇▇▇’▇ right to recover said sums , their consultants, assigns, and sublicensees against all judgments, losses, damages, injuries, and expenses, including reasonable attorneys’ fees, arising out of or resulting from Subcontractor. the use of such 2.5 If the Designer is an independent professional, Subcontractor shall complete all work to the final approval of Tarlton, the Architect/Engineer or Owner’s authorized agent. Their decisions in matters relating to artistic effect shall be final so long as they are consistent with the Contract Documents. Subcontractor shall take all necessary precautions to properly protect its work and the finished work of other trades while on site and shall notify Tarlton in writing should they not be on site and leave finished work or materials unprotected. Subcontractor guarantees its work against all defects of materials and/or workmanship and as otherwise provided in the Contract Documents. If a guarantee is not mentioned in the Contract Documents, then Subcontractor guarantees its work for a period of not less than one year from the date of total acceptance of the Project by the Owner. This guarantee is not a limitation of ▇▇▇▇▇▇▇’▇ rights or remedies for any breach of Subcontractor’s obligations under the Contract Documents, express or implied. Subcontractor shall not be relieved of its obligation to perform its work in accordance with the Contract Documents by tests, inspections, or approvals of its work by any person or entity; including, but not limited to, Tarlton, the Owner, and the Architect/Engineer. Subcontractor shall provide a full time competent Superintendent/▇▇Applicable ▇▇▇▇▇ capable Entity in writing, prior to the commencement of making decisions in regards the Designer’s services, of the name and address of the Designer. Such design services shall be procured pursuant to scope, cost a separate agreement between Subcontractor and schedulethe Designer. The Superintendent/▇▇Subcontractor- Designer agreement shall not provide for any limitation of liability or exclusion from participation in the multiparty proceedings requirement of Section 30. Subcontractor shall notify Applicable ▇▇▇▇▇ Entity in writing if it intends to change the Designer. In all events Subcontractor shall be onsite whenever work covered by this subcontract is being performed (i.e. whenever Subcontractor's employees and/or Subcontractor's lower tier contractors are on site). Superintendent/▇▇responsible for conformance of the Subcontract Work with the information given and the design concept expressed in the Subcontract Documents. 2.6 Unless otherwise provided in the Subcontract Documents and except for emergencies, Subcontractor shall direct all communications related to the Project to Applicable ▇▇▇▇▇ shall be present at all project coordination meetings while on site or when Subcontractor's work is being discussed. Subcontractor shall be responsible for all printing and reproduction costs associated with the issue of any Contract Documents, updates, addenda, CBs, ASIs, sketches, RFIs, or other information provided by the General Contractor or Design Team. Subcontractor shall ensure its installers and vendors are provided the latest information and Contract Documents. Lower Tier Contractors and Suppliers: Within 10 days of notice of award via letter of intent or this Subcontract, Subcontractor shall provide Tarlton with a list of all lower tier contractors and/or suppliers of any sort that will be supplying labor, materials, and equipment to the Project on behalf of Subcontractor. Tarlton reserves the right to reject any lower tier contractors. Should this right be exercised, the only relief for Subcontractor shall be an increase to the contract sum equal to the differential between the bids of the replaced and the new lower tier contractors. Subcontractor shall not (a) assign this Subcontract or any amounts due or to become due under this Subcontract without the written consent of Tarlton; (b) subcontract the whole of Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE contract without the written consent of Tarlton; nor (c) further subcontract any portion of this Subcontract without written notification to Tarlton If at any time there is evidence of a lien (for which if established the Owner or Tarlton might become liable) which in any way relates to, or is claimed in any way to relate to, the work to be performed by Subcontractor, Tarlton shall have the right to retain, out of any payments currently due or that will become due in the future, an amount sufficient to completely indemnify and protect Tarlton and the Owner against such lien; including attorney’s fees. If there are not sufficient unpaid monies due under this Subcontract to reimburse Tarlton for any amounts paid to satisfy any such lien, plus attorney’s fees incurred by Tarlton and/or the Owner, Subcontractor shall immediately pay Tarlton the unreimbursed amount. In the event that a lien is filed, Subcontractor shall promptly remove or discharge the lien by bonding, payment or other means of settlement. If Subcontractor fails to remove or discharge the lien, or to provide adequate security to Tarlton, the Owner and any Project lenders against the lien, within the lesser of three (3) calendar days or as stipulated in the Contract Documents, after delivery of written notice, Tarlton shall, in addition to its other rights hereunder, have the right to remove and discharge the lien in order to protect its interest and the interests of the Owner and any Project lenders. Subcontractor shall be responsible for all costs incurred by Tarlton and/or the Owner and Project lenders, including attorney’s fees. Subcontractor agrees that any work performed for Subcontractor by a lower tier contractor or supplier, shall be pursuant to a written subcontract or purchase order between the Subcontractor and each lower tier contractor or supplier. The written agreement shall contain provisions that: Require the work be performed in accordance with all of the requirements and terms of the Contract Documents. Waive all rights the contracting parties may have against one another as stated in 10.1 (Dispute Resolution). Require the lower tier contractor/supplier to carry and maintain liability insurance in accordance with the Contract Documents and Attachment E. Labor Relations: Subcontractor recognizes that Tarlton is signatory to Collective Bargaining Agreements with the trades listed in Attachment F. To the extent that Subcontractor employs any of the same trades on the Project, Subcontractor shall abide by all of the applicable terms and conditions (including wages and fringe benefits) contained in the appropriate Collective Bargaining Agreements. Subcontractor will require their lower tier contractors, if any, to comply in a similar manner. Subcontractor shall comply with all federal, state and local prevailing wage, tax, social security, unemployment compensation, and worker’s compensation laws as applicable to the performance of this subcontract. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE To the extent permitted by law, Subcontractor shall employ labor that will work harmoniously with other labor employed on the Project or at the Project Site but under separate contract. Subcontractor shall not cause, in whole or in part, any work stoppage on the Project. Failure of Subcontractor’s employees to recognize legally established and maintained construction gates and continue with their work shall not be cause for extension of Subcontractor’s schedule. Subcontractor’s employees are expected to report to work during any hand-billing, substandard wage or jurisdictional picketing. Subcontractor’s employees shall continue to work during any other picket determined to be unlawful by the National Labor Relations Board. Subcontractor shall execute and comply with all labor agreements if required by the Contract Documents. Refer to Attachment F. Subcontractor shall abide by any federal, state, or local equal opportunity guidelines with respect to the management of their employees. Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, or disability or any other unlawful employment practices. If required by the Contract Documents, Subcontractor shall comply with the Federal requirements as outlined in Attachment G. Subcontractor shall not knowingly employ illegal aliens in the completion of the work. In executing this Subcontract, Subcontractor certifies that they have verified the legal employment status via “E-verify” or some other method as required by the contract documents or by legal entity having jurisdiction over the project. Subcontractor will insure that their lower tier contractors and suppliers will comply in a similar manner. Tarlton assumes toward Subcontractor all obligations and responsibilities that the Owner, by the Contract Documents, assumes toward Tarlton, as applicable to this Subcontract. Except in the case of a safety infraction or immediate danger, Tarlton shall not issue any instructions, orders or directions directly to employees or workmen of Subcontractor other than to the persons designated as the authorized representative(s) of Subcontractor. Tarlton agrees that claims for services rendered or materials furnished (i.e. backcharges) by Tarlton to Subcontractor shall not be valid unless written notice of the existence of a claim is given by Tarlton to Subcontractor within 30 days of the date when the claim originated. Tarlton shall give Subcontractor an opportunity to be present and to submit evidence in any arbitration or other legal proceedings involving Subcontractor’s rights. If requested, Tarlton shall assist Subcontractor in verification of the Owner’s ability to pay for the work under this Subcontract. Subcontractor must work through Tarlton in securing this information. On request from Subcontractor, Tarlton will request the early release of retention (if held) from the Owner on behalf of Subcontractor in accordance with the Contract Documents and applicable law.Entity

SUBCONTRACTOR’S RESPONSIBILITIES. Execution 2.1 The Subcontract Work includes, but is not limited to, such of the following as may be necessary to perform and complete the Subcontract Work: Unless all plant, materials, tools, equipment (whether for temporary or permanent use), scaffolding, supplies, transportation cartage, loading, hoisting, forms, patterns, models, shop drawings, measurements and other facilities; all labor, work, supervision, cutting; patching, cleaning, temporary construction, protection and other services; and all insurance, taxes, benefits, royalties, temporary utilities and other related costs except as otherwise provided in Attachment B, this Agreement. It is intended that the Subcontract Work include all work and things necessary to produce a completed job in all respects; no Claim shall be made by Subcontractor based upon a change in the scope of the Subcontract Work if such work was set forth in or reasonably implied by this Agreement or the Subcontract Documents. 2.2 Subcontractor shall furnish perform the Subcontract Work in accordance with the requirements of this Agreement and the Subcontract Documents. Subcontractor is bound to Brumbaugh by all permits (other than the general building permit), licenses, royalties, franchise fees, patent fees or fees of every kind; all temporary structures, scaffolds, lights, power, utilities, hoists, equipment, fuel, expendable supplies, shelters, building protection or fire protection; and other facilities of every type and description required for the safe, proper, efficient, and expeditious execution of Subcontractor’s portion of the work. Subcontractor shall obtain terms and provisions of the Subcontract Documents and assumes toward ▇▇▇▇▇▇▇’▇▇ approval prior to locating any temporary structures on site. Subcontract No.18001-0000 all of the duties, obligations and responsibilities that ▇▇▇▇▇▇▇▇▇ CORPORATION-CORE If Subcontractor uses any of by the equipment or facilities of Tarlton, it shall pay a fair proportion of Subcontract Documents assumes toward the cost thereofOwner. Subcontractor further agrees that they are fully informed regarding all conditions affecting ▇▇▇▇▇▇▇▇▇ shall have the work, material, equipment, apparatus and labor to be furnished for completion benefit of this Subcontract; and also agrees and certifies that its information was obtained by personal investigation and research and not from any estimates or representations of any officer, agent or employee of Tarlton (whether written or oral). all 2.3 Subcontractor shall independently determine and verify all field measurements, field construction criteria, etc., as required to accomplish, erect and complete the work requirements. If the schedule does not allow for the verification of field dimensions, Subcontractor shall clearly delineate which dimensions are critical for proper installation of the fabricated items on the shop drawing submitted for review and the corresponding submittal transmittal. Subcontractor shall prepare shop drawings, samples and all “submittals” for review and/or approval as required by and in accordance with the Contract Documents. Receipt of submittals marked “approved” or “reviewed” does not relieve Subcontractor of their obligation to comply with the Contract Documents. Any deviations deviate from the Contract Subcontract Documents shall be clearly noted on or substitute materials (including "or equal" materials) without the submittal and referred to in the submittal transmittal. Subcontractor shall cooperate with Tarlton (and other subcontractors whose work might depend on or interfere with Subcontractor’s work) and prepare or participate in the preparation issuance of coordination drawings or models in areas of congestion as required by the Contract Documents, Attachment B or as necessary for the timely and safe execution of the work. Subcontractor shall advise Tarlton in writing as soon as possible of any known interferences or areas of concern. Subcontractor shall comply with all Federal, State and local laws, codes and ordinances applying to the building or structure. Subcontractor is responsible for notifying the appropriate authorities and scheduling all inspections associated with their work. All inspections shall be scheduled in coordination with the short-term and overall project schedule and shall be communicated with Tarlton. Subcontractor shall furnish periodic progress reports of the work as mutually agreed, including, but not limited to, daily work logs; minority or disadvantaged business participation; shop drawing preparation, material delivery, and fabrication and/or erection schedules; and shall allow Tarlton or their designated agents to inspect work in progress as necessary to verify compliance with the project requirements. Subcontractor agrees to deposit all trash, rubbish, packing materials, crating materials and any other debris generated by their activities in trash receptacles provided by Tarlton. On-site trash receptacles shall be at a location designated written change order by ▇▇▇▇▇▇▇’▇ Project Management and provided at no ▇▇. Subcontractor shall be liable for any additional cost to Subcontractor. Tarlton will be responsible for hauling to dump and dump fees. The “clean-up” effort is to be performed on an “as needed” basis and consistent with the project requirements. Debris will not be allowed to accumulate and Subcontractor has the duty and responsibility to maintain a safe, clean, and orderly work area that is compliant with OSHA standards (at the minimum). If these clean-up requirements are not met, Subcontractor grants Tarlton the right to perform any clean-up work it deems necessary and backcharge the responsible parties for these costs. Tarlton will attempt to provide 24-hour notice prior to performing any clean-up; however, Tarlton reserves the right to perform the clean-up work immediately if necessary at its sole discretion for safety reasons. Refer to Attachment F for project specific requirements. Subcontractor will be responsible for the removal and disposal of all hazardous materials Subcontract No.18001-0000 ▇▇▇▇▇▇▇▇▇ CORPORATION-CORE conjunction with or others resulting from any deviations or substitutions. 2.4 If the work. At no time shall Subcontract Documents (A) require Subcontractor be allowed to dispose of hazardous materials in Tarlton furnished trash receptacles. Refer to Attachment F for project specific requirements. Subcontractor agrees that if they fail to prosecute the work diligently provide design services or (B) specify design and properly, or fail to perform any other provision of this Subcontract, Tarlton may, after three (3) days written notice performance criteria relating to the Subcontract Work, Subcontractor and Subcontractor’s subsequent failure shall provide the design services necessary to cure satisfactorily complete the deficiencies, and, without prejudice to any other remedy it may have, correct the deficiencies and deduct the cost incurred from any payment then or thereafter due the SubcontractorSubcontract Work. Design services provided by Subcontractor shall be liable for any costs incurred procured from licensed design professionals retained by Tarlton that are not recovered Subcontractor as permitted by Tarlton the law of the place where the Project is located (the “Designer”). The Designer’s signature and seal shall appear on all drawings, calculations, specifications, certifications, shop drawings and other submittals prepared by deductions against the unpaid Designer. Shop drawings and other submittals related to the Subcontract balance. Work designed or certified by the Designer, if prepared by others, shall bear Subcontractor’s and the Designer’s written approvals when submitted to ▇▇▇▇▇▇▇’▇ election not to deduct all or any portion of its costs from the unpaid Subcontract balance shall not be a waiver of ▇▇. ▇▇▇▇▇’▇ right to recover said sums from Subcontractor. Subcontractor shall complete all work to the final approval of Tarlton, the Architect/Engineer or Owner’s authorized agent. Their decisions in matters relating to artistic effect shall be final so long as they are consistent with the Contract Documents. Subcontractor shall take all necessary precautions to properly protect its work and the finished work of other trades while on site and shall notify Tarlton in writing should they not be on site and leave finished work or materials unprotected. Subcontractor guarantees its work against all defects of materials and/or workmanship and as otherwise provided in the Contract Documents. If a guarantee is not mentioned in the Contract Documents, then Subcontractor guarantees its work for a period of not less than one year from the date of total acceptance of the Project by the Owner. This guarantee is not a limitation of ▇▇▇▇▇▇▇’▇ rights or remedies for any breach of Subcontractor’s obligations under the Contract Documents, express or implied. Subcontractor shall not be relieved of its obligation to perform its work in accordance with the Contract Documents by tests, inspections, or approvals of its work by any person or entity; including, but not limited to, Tarlton, the Owner, and the Architect/Engineer. Subcontractor shall provide a full time competent Superintendent/▇▇▇▇▇▇▇ capable of making decisions in regards to scope, cost and schedule. The Superintendent/▇▇▇▇▇▇▇ shall be onsite whenever work covered entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by this subcontract the Designer. 2.5 If the Designer is being performed (i.e. whenever Subcontractor's employees and/or Subcontractor's lower tier contractors are on site). Superintendent/an independent professional, Subcontractor shall notify ▇▇▇▇▇▇▇▇▇ in writing, prior to the commencement of the Designer’s services, of the name and address of the Designer. Such design services shall be present at all project coordination meetings while on site procured pursuant to a separate agreement between Subcontractor and the Designer. The Subcontractor-Designer agreement shall not provide for any limitation of liability or when Subcontractor's work is being discussedexclusion from participation in the multiparty proceedings requirement of Section 30. Subcontractor shall be responsible for all printing and reproduction costs associated with the issue of any Contract Documents, updates, addenda, CBs, ASIs, sketches, RFIs, or other information provided by the General Contractor or Design Team. Subcontractor shall ensure its installers and vendors are provided the latest information and Contract Documents. Lower Tier Contractors and Suppliers: Within 10 days of notice of award via letter of intent or this Subcontract, Subcontractor shall provide Tarlton with a list of all lower tier contractors and/or suppliers of any sort that will be supplying labor, materials, and equipment to the Project on behalf of Subcontractor. Tarlton reserves the right to reject any lower tier contractors. Should this right be exercised, the only relief for Subcontractor shall be an increase to the contract sum equal to the differential between the bids of the replaced and the new lower tier contractors. Subcontractor shall not (a) assign this Subcontract or any amounts due or to become due under this Subcontract without the written consent of Tarlton; (b) subcontract the whole of Subcontract No.18001-0000 notify ▇▇▇▇▇▇▇▇▇ CORPORATION-CORE contract without in writing if it intends to change the written consent of Tarlton; nor (c) further subcontract any portion of this Subcontract without written notification to Tarlton If at any time there is evidence of a lien (for which if established the Owner or Tarlton might become liable) which in any way relates to, or is claimed in any way to relate to, the work to be performed by Subcontractor, Tarlton shall have the right to retain, out of any payments currently due or that will become due in the future, an amount sufficient to completely indemnify and protect Tarlton and the Owner against such lien; including attorney’s fees. If there are not sufficient unpaid monies due under this Subcontract to reimburse Tarlton for any amounts paid to satisfy any such lien, plus attorney’s fees incurred by Tarlton and/or the Owner, Subcontractor shall immediately pay Tarlton the unreimbursed amountDesigner. In the event that a lien is filed, Subcontractor shall promptly remove or discharge the lien by bonding, payment or other means of settlement. If Subcontractor fails to remove or discharge the lien, or to provide adequate security to Tarlton, the Owner and any Project lenders against the lien, within the lesser of three (3) calendar days or as stipulated in the Contract Documents, after delivery of written notice, Tarlton shall, in addition to its other rights hereunder, have the right to remove and discharge the lien in order to protect its interest and the interests of the Owner and any Project lenders. all events Subcontractor shall be responsible for all costs incurred by Tarlton and/or the Owner and Project lenders, including attorney’s fees. Subcontractor agrees that any work performed for Subcontractor by a lower tier contractor or supplier, shall be pursuant to a written subcontract or purchase order between the Subcontractor and each lower tier contractor or supplier. The written agreement shall contain provisions that: Require the work be performed in accordance with all conformance of the requirements and terms of the Contract Documents. Waive all rights the contracting parties may have against one another as stated in 10.1 (Dispute Resolution). Require the lower tier contractor/supplier to carry and maintain liability insurance in accordance Subcontract Work with the Contract information given and the design concept expressed in the Subcontract Documents. 2.6 Unless otherwise provided in the Subcontract Documents and Attachment E. Labor Relations: Subcontractor recognizes that Tarlton is signatory to Collective Bargaining Agreements with the trades listed in Attachment F. To the extent that Subcontractor employs any of the same trades on the Projectexcept for emergencies, Subcontractor shall abide by direct all of the applicable terms and conditions (including wages and fringe benefits) contained in the appropriate Collective Bargaining Agreements. Subcontractor will require their lower tier contractors, if any, to comply in a similar manner. Subcontractor shall comply with all federal, state and local prevailing wage, tax, social security, unemployment compensation, and worker’s compensation laws as applicable communications related to the performance of this subcontract. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE To the extent permitted by law, Subcontractor shall employ labor that will work harmoniously with other labor employed on the Project or at the Project Site but under separate contract. Subcontractor shall not cause, in whole or in part, any work stoppage on the Project. Failure of Subcontractor’s employees to recognize legally established and maintained construction gates and continue with their work shall not be cause for extension of Subcontractor’s schedule. Subcontractor’s employees are expected to report to work during any hand-billing, substandard wage or jurisdictional picketing. Subcontractor’s employees shall continue to work during any other picket determined to be unlawful by the National Labor Relations Board. Subcontractor shall execute and comply with all labor agreements if required by the Contract Documents. Refer to Attachment F. Subcontractor shall abide by any federal, state, or local equal opportunity guidelines with respect to the management of their employees. Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, or disability or any other unlawful employment practices. If required by the Contract Documents, Subcontractor shall comply with the Federal requirements as outlined in Attachment G. Subcontractor shall not knowingly employ illegal aliens in the completion of the work. In executing this Subcontract, Subcontractor certifies that they have verified the legal employment status via “E-verify” or some other method as required by the contract documents or by legal entity having jurisdiction over the project. Subcontractor will insure that their lower tier contractors and suppliers will comply in a similar manner. Tarlton assumes toward Subcontractor all obligations and responsibilities that the Owner, by the Contract Documents, assumes toward Tarlton, as applicable to this Subcontract. Except in the case of a safety infraction or immediate danger, Tarlton shall not issue any instructions, orders or directions directly to employees or workmen of Subcontractor other than to the persons designated as the authorized representative(s) of Subcontractor. Tarlton agrees that claims for services rendered or materials furnished (i.e. backcharges) by Tarlton to Subcontractor shall not be valid unless written notice of the existence of a claim is given by Tarlton to Subcontractor within 30 days of the date when the claim originated. Tarlton shall give Subcontractor an opportunity to be present and to submit evidence in any arbitration or other legal proceedings involving Subcontractor’s rights. If requested, Tarlton shall assist Subcontractor in verification of the Owner’s ability to pay for the work under this Subcontract. Subcontractor must work through Tarlton in securing this information. On request from Subcontractor, Tarlton will request the early release of retention (if held) from the Owner on behalf of Subcontractor in accordance with the Contract Documents and applicable lawBrumbaugh.

SUBCONTRACTOR’S RESPONSIBILITIES. Execution of the Work: Unless otherwise provided in Attachment B, Subcontractor a) SUB-CONTRACTOR shall furnish provide all permits (other than the general building permit), licenses, royalties, franchise fees, patent fees or fees of every kind; all temporary structures, scaffolds, lights, power, utilities, hoists, equipment, fuel, expendable supplies, shelters, building protection or fire protection; and other facilities of every type and description required for the safe, proper, efficient, and expeditious execution of Subcontractor’s portion of the work. Subcontractor shall obtain ▇▇▇▇▇▇▇’▇ approval prior to locating any temporary structures on site. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE If Subcontractor uses any of the equipment or facilities of Tarlton, it shall pay a fair proportion of the cost thereof. Subcontractor agrees that they are fully informed regarding all conditions affecting the worklabour, material, equipment, apparatus equipment and labor services necessary to be furnished for completion of this Subcontract; and also agrees and certifies that its information was obtained by personal investigation and research and not from any estimates or representations of any officer, agent or employee of Tarlton (whether written or oral). Subcontractor shall independently determine and verify all field measurements, field construction criteria, etc., as required to accomplish, erect and complete the work requirements. If the schedule does not allow for the verification of field dimensions, Subcontractor shall clearly delineate which dimensions are critical for proper installation of the fabricated items on the shop drawing submitted for review and the corresponding submittal transmittal. Subcontractor shall prepare shop drawings, samples and all “submittals” for review and/or approval as required by and in accordance with the Contract Documents. Receipt of submittals marked “approved” or “reviewed” does not relieve Subcontractor of their obligation to comply with the Contract Documents. Any deviations from the Contract Documents shall be clearly noted on the submittal and referred to in the submittal transmittal. Subcontractor shall cooperate with Tarlton (and other subcontractors whose work might depend on or interfere with Subcontractor’s work) and prepare or participate in the preparation of coordination drawings or models in areas of congestion as required by the Contract Documents, Attachment B or as necessary for the timely and safe execution of the work. Subcontractor shall advise Tarlton in writing as soon as possible of any known interferences or areas of concern. Subcontractor shall comply with all Federal, State and local laws, codes and ordinances applying to the building or structure. Subcontractor is responsible for notifying the appropriate authorities and scheduling all inspections associated with their work. All inspections shall be scheduled in coordination with the short-term and overall project schedule and shall be communicated with Tarlton. Subcontractor shall furnish periodic progress reports of perform the work as mutually agreed, including, but not limited to, daily work logs; minority or disadvantaged business participation; shop drawing preparation, material delivery, and fabrication and/or erection schedules; specified in Clause 1 above and shall allow Tarlton or their designated agents to inspect work in progress as necessary to verify compliance with the project requirements. Subcontractor agrees to deposit all trash, rubbish, packing materials, crating materials and any other debris generated by their activities in trash receptacles provided by Tarlton. On-site trash receptacles shall be at a location designated by ▇▇▇▇▇▇▇’▇ Project Management and provided at no cost to Subcontractor. Tarlton will be responsible for hauling to dump and dump fees. The “clean-up” effort is to be performed on an “as needed” basis and consistent with the project requirements. Debris will not be allowed to accumulate and Subcontractor has the duty and responsibility to maintain a safe, clean, and orderly work area that is compliant with OSHA standards (at the minimum). If these clean-up requirements are not met, Subcontractor grants Tarlton the right to perform any clean-up work it deems necessary and backcharge the responsible parties for these costs. Tarlton will attempt to provide 24-hour notice prior to performing any clean-up; however, Tarlton reserves the right to perform the clean-up work immediately if necessary at its sole discretion for safety reasons. Refer to Attachment F for project specific requirements. Subcontractor will be responsible for the removal and disposal of all hazardous materials Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE conjunction with the work. At no time shall Subcontractor be allowed to dispose of hazardous materials in Tarlton furnished trash receptacles. Refer to Attachment F for project specific requirements. Subcontractor agrees that if they fail to prosecute the work diligently and properly, or fail to perform any other provision of this Subcontract, Tarlton may, after three (3) days written notice to the Subcontractor and Subcontractor’s subsequent failure to cure the deficiencies, and, without prejudice to any other remedy it may have, correct the deficiencies and deduct the cost incurred from any payment then or thereafter due the Subcontractor. Subcontractor shall be liable for any costs incurred by Tarlton that are not recovered by Tarlton by deductions against the unpaid Subcontract balance. ▇▇▇▇▇▇▇’▇ election not to deduct all or any portion of its costs from the unpaid Subcontract balance shall not be a waiver of ▇▇▇▇▇▇▇’▇ right to recover said sums from Subcontractor. Subcontractor shall complete all work to the final approval of Tarlton, the Architect/Engineer or Owner’s authorized agent. Their decisions in matters relating to artistic effect shall be final so long as they are consistent with the Contract Documents. Subcontractor shall take all necessary precautions to properly protect its work and the finished work of other trades while on site and shall notify Tarlton in writing should they not be on site and leave finished work or materials unprotected. Subcontractor guarantees its work against all defects of materials and/or workmanship and as otherwise provided in the Contract Documents. If a guarantee is not mentioned in the Contract Documents, then Subcontractor guarantees its work for a period of not less than one year from the date of total acceptance of the Project by the Owner. This guarantee is not a limitation of ▇▇▇▇▇▇▇’▇ rights or remedies for any breach of Subcontractor’s obligations under the Contract Documents, express or implied. Subcontractor shall not be relieved of its obligation to perform its undertake such work in accordance with the Contract Documents requirements of the KOC tender document (as specified in Annexure 5). b) SUB-CONTRACTOR shall initially undertake a trial for treatment of 1000 cubic meters of sludge material free of cost within a period of Hundred and twenty (120) days from the date of signing of this Agreement, such time frame may adjust due to overseas shipping, permits, clearances from KOC, and is subject to change. The trial will be done for representative types of sludge like dry sludge, wet sludge etc taken from different locations in the sludge piles. If the trial is completed within the treatment deadlines specified In this Agreement and is declared successful by tests▇▇▇▇ and KOC, inspectionsthe sub-contractor will be paid for the trial and then only will the SUB-CONTRACTOR be permitted to treat the remaining quantity of sludge material. In such case, the SUB-CONTRACTOR agrees to undertake treatment of the remaining quantity of sludge material. In such case, the SUB-CONTRACTOR agrees to undertake treatment of the remaining quantity of sludge material at the same price and under the same terms and conditions as are contained in this Agreement. c) All people engaged by VIVAKOR MIDDLE EAST whether from Kuwait or approvals from abroad, must have a visa or Kuwaiti Civil ID of its work by the local agent of VIVAKOR MIDDLE EAST. d) SUB-CONTRACTOR, with ▇▇▇▇ assistance, shall obtain necessary Kuwai t EPA clearance for any person or entity; includingchemicals that are to be imported and used in Kuwait e) SUB-CONTRACTOR shall set up the following facilities at site in addition to their Plant if needed, and if not will use ▇▇▇▇ existing facilities · Porta Cabins and other facilities for staff like lunch room, pantry, washroom, shower room · General lighting of the area with Tower Lights if night working is involved · Electricity supply through DG sets · Any other item that may be necessary as per treatment procedure and KOC Instructions f) SUB-CONTRACTOR shall arrange for customs clearance of any equipment imported into Kuwait and arrange visas for the personnel of VIVAKOR MIDDLE EAST. g) SUB-CONTRACTOR shall be responsible for obtaining all necessary permissions for executing the work, and ▇▇▇▇ will assist if requested, including but not limited to: i Gate passes for employees and vehicles ii Work permits from KOC for their personnel, Tarlton, the Owner, iii Safety and the Architect/Engineer. Subcontractor shall provide a full time competent Superintendent/▇▇▇▇▇▇▇ capable of making decisions in regards to scope, cost third party inspection certificates for equipment and schedule. The Superintendent/▇▇▇▇▇▇▇ shall be onsite whenever work covered by this subcontract is being performed (i.e. whenever Subcontractor's employees and/or Subcontractor's lower tier contractors are on vehicles entering KOC iv Temporary Construction Permits; v Environmental permits vi Loading notes for taking out items from KOC site). Superintendent/▇▇▇▇▇▇▇ shall be present at all project coordination meetings while on site or when Subcontractor's work is being discussed. Subcontractor shall be responsible for all printing and reproduction costs associated with the issue of any Contract Documents, updates, addenda, CBs, ASIs, sketches, RFIs, or other information provided by the General Contractor or Design Team. Subcontractor shall ensure its installers and vendors are provided the latest information and Contract Documents. Lower Tier Contractors and Suppliers: Within 10 days of notice of award via letter of intent or this Subcontract, Subcontractor shall provide Tarlton with a list of all lower tier contractors and/or suppliers of any sort that will be supplying labor, materials, and equipment to the Project on behalf of Subcontractor. Tarlton reserves the right to reject any lower tier contractors. Should this right be exercised, the only relief for Subcontractor shall be an increase to the contract sum equal to the differential between the bids of the replaced and the new lower tier contractors. Subcontractor shall not (a) assign this Subcontract or any amounts due or to become due under this Subcontract without the written consent of Tarlton; (b) subcontract the whole of Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE contract without the written consent of Tarlton; nor (c) further subcontract any portion of this Subcontract without written notification to Tarlton If at any time there is evidence of a lien (for which if established the Owner or Tarlton might become liable) which in any way relates to, or is claimed in any way to relate to, the work to be performed by Subcontractor, Tarlton shall have the right to retain, out of any payments currently due or that will become due in the future, an amount sufficient to completely indemnify and protect Tarlton and the Owner against such lien; including attorney’s fees. If there are not sufficient unpaid monies due under this Subcontract to reimburse Tarlton for any amounts paid to satisfy any such lien, plus attorney’s fees incurred by Tarlton and/or the Owner, Subcontractor shall immediately pay Tarlton the unreimbursed amount. In the event that a lien is filed, Subcontractor shall promptly remove or discharge the lien by bonding, payment or other means of settlement. If Subcontractor fails to remove or discharge the lien, or to provide adequate security to Tarlton, the Owner and any Project lenders against the lien, within the lesser of three (3) calendar days or as stipulated in the Contract Documents, after delivery of written notice, Tarlton shall, in addition to its other rights hereunder, have the right to remove and discharge the lien in order to protect its interest and the interests of the Owner and any Project lenders. Subcontractor shall be responsible for all costs incurred by Tarlton and/or the Owner and Project lenders, including attorney’s fees. Subcontractor agrees that any work performed for Subcontractor by a lower tier contractor or supplier, shall be pursuant to a written subcontract or purchase order between the Subcontractor and each lower tier contractor or supplier. The written agreement shall contain provisions that: Require the work be performed in accordance with all of the requirements and terms of the Contract Documents. Waive all rights the contracting parties may have against one another as stated in 10.1 (Dispute Resolution). Require the lower tier contractor/supplier to carry and maintain liability insurance in accordance with the Contract Documents and Attachment E. Labor Relations: Subcontractor recognizes that Tarlton is signatory to Collective Bargaining Agreements with the trades listed in Attachment F. To the extent that Subcontractor employs any of the same trades on the Project, Subcontractor shall abide by all of the applicable terms and conditions (including wages and fringe benefits) contained in the appropriate Collective Bargaining Agreements. Subcontractor will require their lower tier contractors, if any, to comply in a similar manner. Subcontractor shall comply with all federal, state and local prevailing wage, tax, social security, unemployment compensation, and worker’s compensation laws as applicable to the performance of this subcontract. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE To the extent permitted by law, Subcontractor shall employ labor that will work harmoniously with other labor employed on the Project or at the Project Site but under separate contract. Subcontractor shall not cause, in whole or in part, any work stoppage on the Project. Failure of Subcontractor’s employees to recognize legally established and maintained construction gates and continue with their work shall not be cause for extension of Subcontractor’s schedule. Subcontractor’s employees are expected to report to work during any hand-billing, substandard wage or jurisdictional picketing. Subcontractor’s employees shall continue to work during any other picket determined to be unlawful by the National Labor Relations Board. Subcontractor shall execute and comply with all labor agreements if required by the Contract Documents. Refer to Attachment F. Subcontractor shall abide by any federal, state, or local equal opportunity guidelines with respect to the management of their employees. Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, or disability or any other unlawful employment practices. If required by the Contract Documents, Subcontractor shall comply with the Federal requirements as outlined in Attachment G. Subcontractor shall not knowingly employ illegal aliens in the completion of the work. In executing this Subcontract, Subcontractor certifies that they have verified the legal employment status via “E-verify” or some other method as required by the contract documents or by legal entity having jurisdiction over the project. Subcontractor will insure that their lower tier contractors and suppliers will comply in a similar manner. Tarlton assumes toward Subcontractor all obligations and responsibilities that the Owner, by the Contract Documents, assumes toward Tarlton, as applicable to this Subcontract. Except in the case of a safety infraction or immediate danger, Tarlton shall not issue any instructions, orders or directions directly to employees or workmen of Subcontractor other than to the persons designated as the authorized representative(s) of Subcontractor. Tarlton agrees that claims for services rendered or materials furnished (i.e. backcharges) by Tarlton to Subcontractor shall not be valid unless written notice of the existence of a claim is given by Tarlton to Subcontractor within 30 days of the date when the claim originated. Tarlton shall give Subcontractor an opportunity to be present and to submit evidence in any arbitration or other legal proceedings involving Subcontractor’s rights. If requested, Tarlton shall assist Subcontractor in verification of the Owner’s ability to pay for the work under this Subcontract. Subcontractor must work through Tarlton in securing this information. On request from Subcontractor, Tarlton will request the early release of retention (if held) from the Owner on behalf of Subcontractor in accordance with the Contract Documents and applicable law.

SUBCONTRACTOR’S RESPONSIBILITIES. Execution 3.1 OBLIGATIONS The Constructor and the Subcontractor are hereby mutually bound by the terms of this Agreement. To the extent the terms of the prime agreement apply to the Subcontract Work: Unless otherwise provided , then the Constructor hereby assumes toward the Subcontractor all the obligations, rights, duties, and redress that the Owner under the prime agreement assumes toward the Constructor. In an identical way, the Subcontractor hereby assumes toward the Constructor all the same obligations, rights, duties, and redress that the Constructor assumes toward the Owner and Design Professional under the prime contract. 3.2 RESPONSIBILITIES The Subcontractor shall furnish its diligent efforts to perform the Subcontract Work in Attachment B, an expeditious manner and to cooperate with the Constructor so that the Constructor may fulfill its obligations to the Owner. The Subcontractor shall furnish all permits (other than the general building permit), licenses, royalties, franchise fees, patent fees or fees of every kind; all temporary structures, scaffolds, lights, power, utilities, hoists, equipment, fuel, expendable supplies, shelters, building protection or fire protection; and other facilities of every type and description required for the safe, proper, efficient, and expeditious execution of Subcontractor’s portion of the work. Subcontractor shall obtain ▇▇▇▇▇▇▇’▇ approval prior to locating any temporary structures on site. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE If Subcontractor uses any of the equipment or facilities of Tarlton, it shall pay a fair proportion of the cost thereof. Subcontractor agrees that they are fully informed regarding all conditions affecting the work, material, equipment, apparatus and labor to be furnished for completion of this Subcontract; and also agrees and certifies that its information was obtained by personal investigation and research and not from any estimates or representations of any officer, agent or employee of Tarlton (whether written or oral). Subcontractor shall independently determine and verify all field measurements, field construction criteria, etc., as required to accomplish, erect and complete the work requirements. If the schedule does not allow for the verification of field dimensions, Subcontractor shall clearly delineate which dimensions are critical for proper installation of the fabricated items on the shop drawing submitted for review and the corresponding submittal transmittal. Subcontractor shall prepare shop drawings, samples and all “submittals” for review and/or approval as required by and in accordance with the Contract Documents. Receipt of submittals marked “approved” or “reviewed” does not relieve Subcontractor of their obligation to comply with the Contract Documents. Any deviations from the Contract Documents shall be clearly noted on the submittal and referred to in the submittal transmittal. Subcontractor shall cooperate with Tarlton (and other subcontractors whose work might depend on or interfere with Subcontractor’s work) and prepare or participate in the preparation of coordination drawings or models in areas of congestion as required by the Contract Documents, Attachment B or as necessary for the timely and safe execution of the work. Subcontractor shall advise Tarlton in writing as soon as possible of any known interferences or areas of concern. Subcontractor shall comply with all Federal, State and local laws, codes and ordinances applying to the building or structure. Subcontractor is responsible for notifying the appropriate authorities and scheduling all inspections associated with their work. All inspections shall be scheduled in coordination with the short-term and overall project schedule and shall be communicated with Tarlton. Subcontractor shall furnish periodic progress reports of the work as mutually agreed, including, but not limited to, daily work logs; minority or disadvantaged business participation; shop drawing preparation, material delivery, and fabrication and/or erection schedules; and shall allow Tarlton or their designated agents to inspect work in progress as necessary to verify compliance with the project requirements. Subcontractor agrees to deposit all trash, rubbish, packing materials, crating materials and any other debris generated by their activities in trash receptacles provided by Tarlton. On-site trash receptacles shall be at a location designated by ▇▇▇▇▇▇▇’▇ Project Management and provided at no cost to Subcontractor. Tarlton will be responsible for hauling to dump and dump fees. The “clean-up” effort is to be performed on an “as needed” basis and consistent with the project requirements. Debris will not be allowed to accumulate and Subcontractor has the duty and responsibility to maintain a safe, clean, and orderly work area that is compliant with OSHA standards (at the minimum). If these clean-up requirements are not met, Subcontractor grants Tarlton the right to perform any clean-up work it deems necessary and backcharge the responsible parties for these costs. Tarlton will attempt to provide 24-hour notice prior to performing any clean-up; however, Tarlton reserves the right to perform the clean-up work immediately if necessary at its sole discretion for safety reasons. Refer to Attachment F for project specific requirements. Subcontractor will be responsible for the removal and disposal of all hazardous materials Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE conjunction with the work. At no time shall Subcontractor be allowed to dispose of hazardous materials in Tarlton furnished trash receptacles. Refer to Attachment F for project specific requirements. Subcontractor agrees that if they fail to prosecute the work diligently and properly, or fail to perform any other provision of this Subcontract, Tarlton may, after three (3) days written notice to the Subcontractor and Subcontractor’s subsequent failure to cure the deficiencies, and, without prejudice to any other remedy it may have, correct the deficiencies and deduct the cost incurred from any payment then or thereafter due the Subcontractor. Subcontractor shall be liable for any costs incurred by Tarlton that are not recovered by Tarlton by deductions against the unpaid Subcontract balance. ▇▇▇▇▇▇▇’▇ election not to deduct all or any portion of its costs from the unpaid Subcontract balance shall not be a waiver of ▇▇▇▇▇▇▇’▇ right to recover said sums from Subcontractor. Subcontractor shall complete all work to the final approval of Tarlton, the Architect/Engineer or Owner’s authorized agent. Their decisions in matters relating to artistic effect shall be final so long as they are consistent with the Contract Documents. Subcontractor shall take all necessary precautions to properly protect its work and the finished work of other trades while on site and shall notify Tarlton in writing should they not be on site and leave finished work or materials unprotected. Subcontractor guarantees its work against all defects of materials and/or workmanship and as otherwise provided in the Contract Documents. If a guarantee is not mentioned in the Contract Documents, then Subcontractor guarantees its work for a period of not less than one year from the date of total acceptance of the Project by the Owner. This guarantee is not a limitation of ▇▇▇▇▇▇▇’▇ rights or remedies for any breach of Subcontractor’s obligations under the Contract Documents, express or implied. Subcontractor shall not be relieved of its obligation to perform its work in accordance with the Contract Documents by tests, inspections, or approvals of its work by any person or entity; including, but not limited to, Tarlton, the Owner, and the Architect/Engineer. Subcontractor shall provide a full time competent Superintendent/▇▇▇▇▇▇▇ capable of making decisions in regards to scope, cost and schedule. The Superintendent/▇▇▇▇▇▇▇ shall be onsite whenever work covered by this subcontract is being performed (i.e. whenever Subcontractor's employees and/or Subcontractor's lower tier contractors are on site). Superintendent/▇▇▇▇▇▇▇ shall be present at all project coordination meetings while on site or when Subcontractor's work is being discussed. Subcontractor shall be responsible for all printing and reproduction costs associated with the issue of any Contract Documents, updates, addenda, CBs, ASIs, sketches, RFIs, or other information provided by the General Contractor or Design Team. Subcontractor shall ensure its installers and vendors are provided the latest information and Contract Documents. Lower Tier Contractors and Suppliers: Within 10 days of notice of award via letter of intent or this Subcontract, Subcontractor shall provide Tarlton with a list of all lower tier contractors and/or suppliers of any sort that will be supplying labor, materials, equipment, and equipment services, including but not limited to competent supervision, shop drawings, samples, tools, and scaffolding as are necessary for the proper performance of the Subcontract Work, all of which shall be provided in full accord with and reasonably inferable from the Subcontract Documents. The Subcontractor shall provide the Constructor a list of its proposed subcontractors and suppliers, and be responsible for taking field dimensions, providing tests, obtaining required permits related to the Project on behalf Subcontract Work and affidavits, ordering of Subcontractor. Tarlton reserves materials, and all other actions as required to meet the right to reject any lower tier contractors. Should this right be exercised, the only relief for Progress Schedule. 3.3 INCONSISTENCIES AND OMISSIONS The Subcontractor shall be an increase examine and compare the drawings, specifications, other Subcontract Documents, and information furnished by the Owner relative to the contract sum equal to Subcontract Work. Such examination and comparison shall be solely for the differential between purpose of facilitating the bids Subcontract Work and not for the discovery of errors, inconsistencies, or omissions in the replaced and Subcontract Documents nor for ascertaining if the new lower tier contractorsSubcontract Documents are in accordance with Laws. The Subcontractor shall not (a) assign this Subcontract have liability for errors, omissions, or any amounts due or to become due inconsistencies discovered under this Subcontract without subsection unless the written consent of Tarlton; (b) subcontract Subcontractor knowingly fails to report a recognized problem to the whole of Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE contract without Constructor. Should the written consent of Tarlton; nor (c) further subcontract Subcontractor discover any portion of this Subcontract without written notification to Tarlton If at any time there is evidence of a lien (for which if established the Owner or Tarlton might become liable) which in any way relates toerrors, inconsistencies, or is claimed omissions in any way to relate tothe Subcontract Documents, the work to be performed by Subcontractor, Tarlton shall have the right to retain, out of any payments currently due or that will become due in the future, an amount sufficient to completely indemnify and protect Tarlton and the Owner against such lien; including attorney’s fees. If there are not sufficient unpaid monies due under this Subcontract to reimburse Tarlton for any amounts paid to satisfy any such lien, plus attorney’s fees incurred by Tarlton and/or the Owner, Subcontractor shall immediately pay Tarlton the unreimbursed amount. In the event that a lien is filed, Subcontractor shall promptly remove or discharge report such discoveries to the lien by bonding, payment or other means of settlement. If Subcontractor fails to remove or discharge the lien, or to provide adequate security to Tarlton, the Owner and any Project lenders against the lien, within the lesser of three (3) calendar days or Constructor in writing as stipulated outlined in the Contract Documents, after delivery prime agreement. Following receipt of written notice, Tarlton shallthe Constructor shall promptly instruct the Subcontractor as to the measures to be taken, in addition to its other rights hereunder, have the right to remove and discharge the lien in order to protect its interest and the interests of the Owner and any Project lenders. Subcontractor shall be responsible for all costs incurred by Tarlton and/or the Owner and Project lenders, including attorney’s fees. Subcontractor agrees that any work performed for Subcontractor by a lower tier contractor or supplier, shall be pursuant to a written subcontract or purchase order between the Subcontractor and each lower tier contractor or supplier. The written agreement shall contain provisions that: Require the work be performed in accordance with all of the requirements and terms of the Contract Documents. Waive all rights the contracting parties may have against one another as stated in 10.1 (Dispute Resolution). Require the lower tier contractor/supplier to carry and maintain liability insurance in accordance with the Contract Documents and Attachment E. Labor Relations: Subcontractor recognizes that Tarlton is signatory to Collective Bargaining Agreements with the trades listed in Attachment F. To the extent that Subcontractor employs any of the same trades on the Project, Subcontractor shall abide by all of the applicable terms and conditions (including wages and fringe benefits) contained in the appropriate Collective Bargaining Agreements. Subcontractor will require their lower tier contractors, if any, to comply in a similar manner. Subcontractor shall comply with all federal, state and local prevailing wage, tax, social security, unemployment compensation, and worker’s compensation laws as applicable to the performance of this subcontract. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE To the extent permitted by law, Subcontractor shall employ labor that will work harmoniously with other labor employed on the Project or at the Project Site but under separate contract. Subcontractor shall not cause, in whole or in part, any work stoppage on the Project. Failure of Subcontractor’s employees to recognize legally established and maintained construction gates and continue with their work shall not be cause for extension of Subcontractor’s schedule. Subcontractor’s employees are expected to report to work during any hand-billing, substandard wage or jurisdictional picketing. Subcontractor’s employees shall continue to work during any other picket determined to be unlawful by the National Labor Relations Board. Subcontractor shall execute and comply with all labor agreements if required by the Contract Documents. Refer to Attachment F. Subcontractor shall abide by any federal, state, or local equal opportunity guidelines with respect to the management of their employees. Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, or disability or any other unlawful employment practices. If required by the Contract Documents, Subcontractor shall comply with the Federal requirements as outlined in Attachment G. Constructor's instructions. If the Subcontractor performs work knowing it to be contrary to Laws without notice to the Constructor and advance approval by appropriate authorities, including the Constructor, the Subcontractor shall not knowingly employ illegal aliens assume responsibility for such work and bear all associated costs, charges, fines, penalties, fees, and expenses necessarily incurred to remedy the violation. The Subcontractor may be entitled to additional costs or time because of clarifications or instructions arising out of the Subcontractor's reports described in this section. Nothing in this section shall relieve the Subcontractor of responsibility for its own errors, inconsistencies, and omissions. 3.4 WORKSITE VISITATION Before commencing the Subcontract Work, the Subcontractor shall conduct a visual inspection of the Worksite to become generally familiar with local conditions and to correlate Worksite observations with the Subcontract Documents. If the Subcontractor discovers any discrepancies between its Worksite observations and the Subcontract Documents, such discrepancies shall be promptly reported to the Constructor. 3.5 INCREASED COSTS OR TIME The Subcontractor may assert a claim if the Constructor's clarifications or instructions in responses to requests for information are believed to require additional time or cost. If the Subcontractor fails to perform the reviews and comparisons required in sections 3.3 and 3.4, to the extent the Constructor is held liable to the Owner because of the Subcontractor's failure, the Subcontractor shall pay the costs and damages to the Constructor that would have been avoided if the Subcontractor had performed those obligations. 3.6 COMMUNICATIONS Unless otherwise provided in the completion of Subcontract Documents and except for emergencies, the work. In executing this Subcontract, Subcontractor certifies that they have verified the legal employment status via “E-verify” or some other method as required by the contract documents or by legal entity having jurisdiction over the project. Subcontractor will insure that their lower tier contractors and suppliers will comply in a similar manner. Tarlton assumes toward Subcontractor shall direct all obligations and responsibilities that the Owner, by the Contract Documents, assumes toward Tarlton, as applicable to this Subcontract. Except in the case of a safety infraction or immediate danger, Tarlton shall not issue any instructions, orders or directions directly to employees or workmen of Subcontractor other than communications related to the persons designated as Project to the authorized representative(s) of Subcontractor. Tarlton agrees that claims for services rendered or materials furnished (i.e. backcharges) by Tarlton to Subcontractor shall not be valid unless written notice of the existence of a claim is given by Tarlton to Subcontractor within 30 days of the date when the claim originated. Tarlton shall give Subcontractor an opportunity to be present and to submit evidence in any arbitration or other legal proceedings involving Subcontractor’s rights. If requested, Tarlton shall assist Subcontractor in verification of the Owner’s ability to pay for the work under this Subcontract. Subcontractor must work through Tarlton in securing this information. On request from Subcontractor, Tarlton will request the early release of retention (if held) from the Owner on behalf of Subcontractor in accordance with the Contract Documents and applicable lawConstructor.

SUBCONTRACTOR’S RESPONSIBILITIES. Execution of a. The Subcontractor shall supervise and direct the Work: Unless otherwise provided , and shall cooperate with CTI in Attachment Bscheduling and performing the Work to avoid conflict, delay in or interference with the Work of CTI, other subcontractors or Client’s own workers. The Subcontractor shall furnish all permits (other than the general building permit), licenses, royalties, franchise fees, patent fees or fees of every kind; all temporary structures, scaffolds, lights, power, utilities, hoists, equipment, fuel, expendable supplies, shelters, building protection or fire protection; and other facilities of every type and description required for the safe, proper, efficient, and expeditious execution of Subcontractor’s portion of the work. Subcontractor shall obtain ▇▇▇▇▇▇▇’▇ approval prior to locating any temporary structures on site. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE If Subcontractor uses any of the equipment or facilities of Tarlton, it shall pay a fair proportion of the cost thereof. Subcontractor agrees that they are fully informed regarding all conditions affecting the work, material, equipment, apparatus and labor to be furnished for completion of this Subcontract; and also agrees and certifies that its information was obtained by personal investigation and research and not from any estimates or representations of any officer, agent or employee of Tarlton (whether written or oral). Subcontractor shall independently determine and verify all field measurements, field construction criteria, etc., as required to accomplish, erect and complete the work requirements. If the schedule does not allow for the verification of field dimensions, Subcontractor shall clearly delineate which dimensions are critical for proper installation of the fabricated items on the shop drawing submitted for review and the corresponding submittal transmittal. Subcontractor shall prepare shop drawings, samples and all “submittals” for review and/or approval as required by and Work in accordance with the Contract DocumentsSchedule and Schedule of Values. b. The Subcontractor shall submit to a Schedule of Values allocated to the various parts of the Work, aggregating to the Subcontract Sum, made out in such detail as CTI may require, and supported by such evidence as CTI may require. Receipt In applying for payment, the Subcontractor shall submit statements based upon this schedule of submittals marked “approved” values. c. The Subcontractor shall furnish to CTI periodic progress reports on the Work as mutually agreed, including information on the status of materials and equipment which may be in the course of preparation, manufacture or “reviewed” transit. d. The Subcontractor agrees that CTI will have the authority to reject Work which does not relieve conform to the Prime Contract. e. The Subcontractor of their obligation to comply shall pay for all materials, equipment and labor used in connection with the Contract Documents. Any deviations performance of this Agreement through the period covered by previous payments received from CTI, and shall furnish satisfactory evidence, when requested by CTI, to verify compliance with the Contract Documents above requirements. f. The Subcontractor shall be clearly noted on take necessary precautions to protect properly the submittal work of CTI, Client and referred to in the submittal transmittal. other subcontractors from damage caused under this Agreement. g. The Subcontractor shall cooperate with Tarlton (and CTI, other subcontractors and Client’s own workers whose work might depend on or interfere with the Subcontractor’s work) and prepare or Work. The Subcontractor shall participate in the preparation of coordination coordinated drawings or models in areas of congestion as congestion, if required by the Contract DocumentsPrime Contract, Attachment B or as necessary for specifically noting and advising CTI of potential conflicts between the timely and safe execution Work of the work. Subcontractor shall advise Tarlton in writing as soon as possible of any known interferences or areas of concern. Subcontractor shall comply with all Federal, State and local laws, codes and ordinances applying to the building or structure. Subcontractor is responsible for notifying the appropriate authorities and scheduling all inspections associated with their work. All inspections shall be scheduled in coordination with the short-term and overall project schedule and shall be communicated with Tarlton. Subcontractor shall furnish periodic progress reports of the work as mutually agreed, including, but not limited to, daily work logs; minority or disadvantaged business participation; shop drawing preparation, material delivery, and fabrication and/or erection schedules; and shall allow Tarlton or their designated agents to inspect work in progress as necessary to verify compliance with the project requirements. Subcontractor agrees to deposit all trash, rubbish, packing materials, crating materials and any other debris generated by their activities in trash receptacles provided by Tarlton. On-site trash receptacles shall be at a location designated by ▇▇▇▇▇▇▇’▇ Project Management and provided at no cost to Subcontractor. Tarlton will be responsible for hauling to dump and dump fees. The “clean-up” effort is to be performed on an “as needed” basis and consistent with the project requirements. Debris will not be allowed to accumulate and Subcontractor has the duty and responsibility to maintain a safe, clean, and orderly work area that is compliant with OSHA standards (at the minimum). If these clean-up requirements are not met, Subcontractor grants Tarlton the right to perform any clean-up work it deems necessary and backcharge the responsible parties for these costs. Tarlton will attempt to provide 24-hour notice prior to performing any clean-up; however, Tarlton reserves the right to perform the clean-up work immediately if necessary at its sole discretion for safety reasons. Refer to Attachment F for project specific requirements. Subcontractor will be responsible for the removal and disposal of all hazardous materials Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE conjunction with the work. At no time shall Subcontractor be allowed to dispose of hazardous materials in Tarlton furnished trash receptacles. Refer to Attachment F for project specific requirements. Subcontractor agrees that if they fail to prosecute the work diligently and properly, or fail to perform any other provision of this Subcontract, Tarlton may, after three (3) days written notice to the Subcontractor and Subcontractorthat of CTI, other subcontractors or Client’s subsequent failure to cure the deficiencies, and, without prejudice to any other remedy it may have, correct the deficiencies and deduct the cost incurred from any payment then or thereafter due the Subcontractor. own workers. h. The Subcontractor shall be liable for keep the site and surrounding area free from accumulation of waste materials and rubbish caused by operations performed under this Agreement. The Subcontractor shall ensure that any costs incurred by Tarlton that are not recovered by Tarlton by deductions against the unpaid Subcontract balance. ▇▇▇▇▇▇▇’▇ election not to deduct and all or any portion of its costs materials removed from the unpaid Subcontract balance shall not be a waiver of ▇▇▇▇▇▇▇’▇ right to recover said sums from Subcontractor. Subcontractor shall complete all work to the final approval of Tarlton, the Architect/Engineer or Owner’s authorized agent. Their decisions in matters relating to artistic effect site shall be final so long as they are consistent with the Contract Documents. Subcontractor shall take all necessary precautions to properly protect its work and the finished work of other trades while on site and shall notify Tarlton in writing should they not be on site and leave finished work or materials unprotected. Subcontractor guarantees its work against all defects of materials and/or workmanship and as otherwise provided in the Contract Documents. If a guarantee is not mentioned in the Contract Documents, then Subcontractor guarantees its work characterized for a period of not less than one year from the date of total acceptance of the Project by the Owner. This guarantee is not a limitation of ▇▇▇▇▇▇▇’▇ rights or remedies for any breach of Subcontractor’s obligations under the Contract Documents, express or implied. Subcontractor shall not be relieved of its obligation to perform its work in accordance with the Contract Documents by tests, inspections, or approvals of its work by any person or entity; including, but not limited to, Tarlton, the Ownerdisposal, and the Architect/Engineer. Subcontractor shall provide if taken off-site, are transported by a full time competent Superintendent/▇▇▇▇▇▇▇ capable of making decisions in regards to scope, cost licensed and scheduleinsured transporter. The Superintendent/▇▇▇▇▇▇▇ shall be onsite whenever work covered by this subcontract is being performed (i.e. whenever Subcontractor's employees and/or Subcontractor's lower tier contractors are on site). Superintendent/▇▇▇▇▇▇▇ shall be present at all project coordination meetings while on site or when Subcontractor's work is being discussed. Subcontractor shall be responsible for ensuring that all printing required manifests and reproduction costs associated with the issue of any Contract Documents, updates, addenda, CBs, ASIs, sketches, RFIs, or other information provided by the General Contractor or Design Team. Subcontractor shall ensure its installers required documentation are properly completed and vendors are provided the latest information and Contract Documents. Lower Tier Contractors and Suppliers: Within 10 days of notice of award via letter of intent or this Subcontract, Subcontractor shall provide Tarlton with a list of all lower tier contractors and/or suppliers of any sort that will be supplying labor, materials, and equipment delivered to the Project on behalf of Subcontractor. Tarlton reserves the right to reject any lower tier contractors. Should this right be exercised, the only relief for Subcontractor shall be an increase to the contract sum equal to the differential between the bids of the replaced and the new lower tier contractors. Subcontractor shall not (a) assign this Subcontract or any amounts due or to become due under this Subcontract without the written consent of Tarlton; (b) subcontract the whole of Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE contract without the written consent of Tarlton; nor (c) further subcontract any portion of this Subcontract without written notification to Tarlton If at any time there is evidence of a lien (for which if established the Owner or Tarlton might become liable) which in any way relates to, or is claimed in any way to relate to, the work to be performed by Subcontractor, Tarlton shall have the right to retain, out of any payments currently due or that will become due in the future, an amount sufficient to completely indemnify and protect Tarlton and the Owner against such lien; including attorney’s fees. If there are not sufficient unpaid monies due under this Subcontract to reimburse Tarlton for any amounts paid to satisfy any such lien, plus attorney’s fees incurred by Tarlton and/or the Owner, Subcontractor shall immediately pay Tarlton the unreimbursed amount. In the event that a lien is filed, Subcontractor shall promptly remove or discharge the lien by bonding, payment or other means of settlement. If Subcontractor fails to remove or discharge the lien, or to provide adequate security to Tarlton, the Owner and any Project lenders against the lien, within the lesser of three (3) calendar days or as stipulated in the Contract Documents, after delivery of written notice, Tarlton shall, in addition to its other rights hereunder, have the right to remove and discharge the lien in order to protect its interest and the interests of the Owner and any Project lenders. Subcontractor shall be responsible for all costs incurred by Tarlton and/or the Owner and Project lenders, including attorney’s fees. Subcontractor agrees that any work performed for Subcontractor by a lower tier contractor or supplier, shall be pursuant to a written subcontract or purchase order between the Subcontractor and each lower tier contractor or supplierCTI. The written agreement shall contain provisions that: Require the work be performed in accordance with all of the requirements and terms of the Contract Documents. Waive all rights the contracting parties may have against one another as stated in 10.1 (Dispute Resolution). Require the lower tier contractor/supplier to carry and maintain liability insurance in accordance with the Contract Documents and Attachment E. Labor Relations: Subcontractor recognizes that Tarlton is signatory to Collective Bargaining Agreements with the trades listed in Attachment F. To the extent that Subcontractor employs any of the same trades on the Project, Subcontractor shall abide by all of the applicable terms and conditions (including wages and fringe benefits) contained in the appropriate Collective Bargaining Agreements. Subcontractor will require their lower tier contractors, if any, to comply in a similar manner. Subcontractor shall comply with all federal, state and local prevailing wage, tax, social security, unemployment compensation, and worker’s compensation laws as applicable to the performance of this subcontract. Subcontract No.18001-0000 ▇▇▇▇▇▇▇ CORPORATION-CORE To the extent permitted by law, Subcontractor shall employ labor that will work harmoniously with other labor employed on the Project or at the Project Site but under separate contract. Subcontractor shall not cause, in whole or in part, any work stoppage on the Project. Failure of Subcontractor’s employees to recognize legally established and maintained construction gates and continue with their work shall not be cause for extension of Subcontractor’s schedule. Subcontractor’s employees are expected to report to work during any hand-billing, substandard wage or jurisdictional picketing. Subcontractor’s employees shall continue to work during any other picket determined to be unlawful by the National Labor Relations Board. Subcontractor shall execute and comply with all labor agreements if required by the Contract Documents. Refer to Attachment F. Subcontractor shall abide by any federal, state, or local equal opportunity guidelines with respect to the management of their employees. Subcontractor shall not discriminate against any employee or applicant for employment because of race, religion, color, gender, national origin, or disability or any other unlawful employment practices. If required by the Contract Documents, Subcontractor shall comply with the Federal requirements as outlined in Attachment G. Subcontractor shall not knowingly employ illegal aliens in the completion of the work. In executing this Subcontract, Subcontractor certifies that they have verified the legal employment status via “E-verify” or some other method as required by the contract documents or by legal entity having jurisdiction over the project. Subcontractor will insure that their lower tier contractors and suppliers will comply in a similar manner. Tarlton assumes toward Subcontractor all obligations and responsibilities that the Owner, by the Contract Documents, assumes toward Tarlton, as applicable to this Subcontract. Except in the case of a safety infraction or immediate danger, Tarlton shall not issue any instructions, orders or directions directly to employees or workmen of Subcontractor other than to the persons designated as the authorized representative(s) of Subcontractor. Tarlton agrees that claims for services rendered or materials furnished (i.e. backcharges) by Tarlton to Subcontractor shall not be valid unless written notice of held responsible for unclean conditions caused by other contractors or subcontractors. If the existence of a claim is given by Tarlton Subcontractor fails to Subcontractor within 30 days of clean up as provided in the date when Subcontract Documents, CTI may charge the claim originated. Tarlton shall give Subcontractor an opportunity to be present and to submit evidence in any arbitration or other legal proceedings involving Subcontractors for the Subcontractor’s rights. If requested, Tarlton shall assist Subcontractor in verification appropriate share of the Owner’s ability to pay for the work under this Subcontract. Subcontractor must work through Tarlton in securing this information. On request from Subcontractor, Tarlton will request the early release of retention (if held) from the Owner on behalf of Subcontractor in accordance with the Contract Documents and applicable lawcleanup costs.