CONTRACT

August 21, 2014

Date:
Project Number: I U 20139520 Project Name: Gatch Hall Roof Replacement

OWNER: ARCHITECT: PROJECT SITE:

Indiana University Bloomington American Structurepoint, Inc. Gatch Hall - Roof Replacement
The Trustees if Indiana University 7260 Shadeland Station IUPUI University Purdue University Indianapolis
1800 Range Road Indianapolis, Indiana 46256
Bloomington, Indiana 47405

This Contract, made as of date submitted above between:

CONTRACTOR
SUBCONTRACTOR
Name: Kemna Restoration and Construction, Inc. Name: Construct Solutions, Inc.
Address: PO Box 1043 Address: 5421 W. 84th Street
Indianpolis, Indiana 46206 Indianapolis, In 46268
Contact Name: Mark Kemna Contact Name: Tony Elliott
Email: mkemna@kemnarestoration.com Email: telliott@constructsolutionsinc.com
Phone: 317-927-9253 Phone: 317-640-5643
Fax: 317-687-9048 Fax: 317-405-9445

WITNESSED WHEREAS, Contractor has entered into a contract with the Owner pertaining to the Construction of above listed Project.
WHEREAS, Contractor and Subcontractor desire to enter into this Agreement for Subcontractor’s performance of a portion of the Work called for by the Contract.
NOW, THEREFORE, for and in consideration of the premises and the other good and valuable consideration, the receipt and sufficiency of which is hereby
expressly acknowledged, the parties agree as follows:

THE WORK (A portion of Article 8):

The Subcontractor shall execute the following portion of the Work described in the Subcontract Documents, including all supervision, labor, materials, supplies,
tools, equipment, all applicable sales taxes, transportation, fuel, safety equipment, hoisting equipment, field verifications, “Approved” submittals, closeout
documentation, daily clean-up, protection of other’s previously installed finish products, proper disposal of hazardous material, trip charges, unloading, insurance
and administration necessary to perform the following Scope of Work for the Project named above. All work to be in full accordance with the Plans, Specifications,
Addendums, and Amendment documents for this project. Scope of Work includes but is not limited to: All Division 00 – Bidding Requirements, Division 01 –
General Requirements and Divisions 02 – 32 of the Plans/Specifications, and inclusive of all addendums, amendments, Accepted Alternates, and Accepted Value
Engineering. Submittals are due within 10 days of execution of this document.

FURNISH, DELIVER AND INSTALL:

Scope of Work for ; All work specified within the following Specification sections are included in this scope of work:

Specification
Number Specification Name Responsibility

011000 Summary of Work Partial

024119 Selective Structure Demolition Partial

030130 Maintenance of Cast-In-Place Conc Partial

Complete

Complete

079200 Joint Sealants Partial

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Scope of Work includes all labor, material, tools and equipment to provide all work associated with above listed specification sections, also
includes: List specific items if not completely responsible for spec section. List notes on drawings as well if needed.
1. Remove and reinstall coping roof A and G as shown on Plan Sheet A1.1
A. Remove coping and salvage.
B. Install new stainless steel flashing.
C. Relay original coping stones using original anchors (when possible)
D. Caulk head joints and bed joints (both sides)

THE CONTRACT SUM (A PORTION OF ARTICLE 10):

Shall pay Subcontractor for the performance of the Work, subject to additions and deductions by Change Order as provided in the
Contractor Documents, the Total Sum of:

Item #. Cost Code Description of work to be done Unit Price Net Amount
1 IU 20139520 Shown above $33,840.00

Contract Total $33,840.00

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 TABLE OF ARTICLES
1 THE SUBCONTRACT DOCUMENTS
2 MUTUAL RIGHTS AND RESPONSIBILITIES
3 CONTRACTOR
4 SUBCONTRACTOR
5 CHANGES IN THE WORK
6 MEDIATION AND BINDING DISPUTE RSOLUTION
7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT
8 THE WORK OF THIS SUBCONTRACT
9 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
10 SUBCONTRACT SUM
11 PROGRESS PAYMENTS
12 FINAL PAYMENT
13 INSURANCE AND BONDS
14 TEMPORARY FACILITIES AND WORKING CONDITIONS
15 MISCELLANEOUS PROVISIONS
16 ENUMERATION OF SUBCONTRACT DOCUMENTS

ARTICLE 1 THE SUBCONTRACT DOCUMENTS

§ 1.1 The Subcontract Documents consist of (1) this Agreement; (2) the Prime Contract, consisting of the Agreement between the
Owner and Contractor and the other Contract Documents enumerated therein; (3) Modifications issued subsequent to the execution
of the Agreement between the Owner and Contractor, whether before or after the execution of this Agreement; (4) other documents
listed in Article 16 of this Agreement; and (5) Modifications to this Subcontract issued after execution of this Agreement. These
form the Subcontract, and are as fully a part of the Subcontract as if attached to this Agreement or repeated herein. The Subcontract
represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or
agreements, either written or oral. An enumeration of the Subcontract Documents, other than Modifications issued subsequent to
the execution of this Agreement, appears in Article 16.

§ 1.2 Except to the extent of a conflict with a specific term or condition contained in the Subcontract Documents, the General
Conditions governing this Subcontract shall be the AIA Document A201™–2007, General Conditions of the Contract for
Construction.

§ 1.3 The Subcontract may be amended or modified only by a Modification. The Subcontract Documents shall not be construed to
create a contractual relationship of any kind (1) between the Architect and the Subcontractor, (2) between the Owner and the
Subcontractor, or (3) between any persons or entities other than the Contractor and Subcontractor.

§ 1.4 The Contractor shall make available the Subcontract Documents to the Subcontractor prior to execution of this Agreement,
and thereafter, upon request, but the Contractor may charge the Subcontractor for the reasonable cost of reproduction.

ARTICLE 2 MUTUAL RIGHTS AND RESPONSIBILITIES

§ 2.1The Contractor and Subcontractor shall be mutually bound by the terms of this Agreement and, to the extent that the provisions
of AIA Document A201–2007 apply to this Agreement pursuant to Section 1.2 and provisions of the Prime Contract apply to the
Work of the Subcontractor, the Contractor shall assume toward the Subcontractor all obligations and responsibilities that the
Owner, under such documents, assumes toward the Contractor, and the Subcontractor shall assume toward the Contractor all
obligations and responsibilities which the Contractor, under such documents, assumes toward the Owner and the Architect. The
Contractor shall have the benefit of all rights, remedies and redress against the Subcontractor that the Owner, under such
documents, has against the Contractor, and the Subcontractor shall have the benefit of all rights, remedies and redress against the
Contractor that the Contractor, under such documents, has against the Owner, insofar as applicable to this Subcontract. Where a
provision of such documents is inconsistent with a provision of this Agreement, this Agreement shall govern.

§ 2.2 Contractor may require the Subcontractor to enter into agreements with Sub-subcontractors performing portions of the Work
of this Subcontract by which the Subcontractor and the Sub-subcontractor are mutually bound, to the extent of the Work to be
performed by the Sub-subcontractor, assuming toward each other all obligations and responsibilities which the Contractor and

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Subcontractor assume toward each other and having the benefit of all rights, remedies and redress each against the other which are
the Contractor and Subcontractor have by virtue of the provisions of this agreement.

ARTICLE 3 CONTRACTOR

§ 3.1 SERVICES PROVIDED BY THE CONTRACTOR

§ 3.1.1 The Contractor shall cooperate with the Subcontractor in scheduling and performing the Contractor’s Work to avoid
conflicts or interference in the Subcontractor’s Work and shall expedite written responses to submittals made by the Subcontractor
in accordance with Section 4.1 and Article 5. Promptly after execution of this Agreement, the Contractor shall provide the
Subcontractor copies of the Contractor’s construction schedule and schedule of submittals, together with such additional scheduling
details as will enable the Subcontractor to plan and perform the Subcontractor’s Work properly. Contractor shall have the right to
amend or modify schedules for the Work or to suspend, delay or accelerate the Work, in whole or in part, or delay the
commencement or execution of the Work or to vary the sequence thereof. The Contractor shall promptly notify the Subcontractor
of subsequent changes in the construction and submittal schedules and additional scheduling details. Subcontractor shall not be
entitled to extra compensation for reasonable adjustments to the schedule. Subcontractor shall timely perform the Work of this
Subcontract, as scheduled by the Contractor, with no delay to the progress of the Work. If Subcontractor fails to timely perform the
Work, Contractor, without waiver of any other rights contained in this Agreement, may, with 24 hours written notice to the
Subcontractor, employ sufficient workmen and supply sufficient materials to complete the Work, all at Subcontractor’s cost.

§ 3.1.2 The Contractor shall provide suitable areas for storage of the Subcontractor’s materials and equipment during the course of
the Work, as approved by the Owner. Additional costs to the Subcontractor resulting from relocation of such storage areas at the
direction of the Contractor, except as previously agreed upon, shall be reimbursed by the Contractor.

§ 3.1.3 Except as provided in Article 14, the Contractor’s equipment will be available to the Subcontractor only at the Contractor’s
discretion and on mutually satisfactory terms. In consideration for Subcontractors use of any Contractor’s (Owned, Leased, or
Rented) equipment, tools and/or facilities, etc., the Subcontractor hereby agrees to indemnify, defend, and hold harmless the
Contractor and the Owner (and any other persons and/or entities listed as Additional Insured) from any liability due to loss,
damage, injuries, death or other casualties, to any person or any property of the Owner, its staff, employees, representatives, and
facilities, the Contractor, its employees and equipment, or any third party including Subcontractors employees arising as a result, or
in connection with the use of any of Contractor’s equipment. Subcontractor also agrees to pay all reasonable expenses, attorney’s
fees, and any judgments or settlements incurred by the Contractor or the Owner (and any other persons and/or entities listed as
Additional Insured) in connection with such loss.

§ 3.1.4 Contractor makes no representations to Subcontractor, express or implied, regarding site conditions. Any information
regarding the site provided by Contractor to Subcontractor is for information purposes only.

§ 3.2 COMMUNICATIONS
§ 3.2.1 The Contractor shall promptly make available to the Subcontractor information, including information received from the
Owner, that affects this Subcontract and that becomes available to the Contractor subsequent to execution of this Subcontract.

§ 3.2.2 The Contractor shall not give instructions or orders directly to the Subcontractor’s employees or to the Subcontractor’s Sub-
subcontractors or material suppliers unless such persons are designated as authorized representatives of the Subcontractor.

§ 3.2.3 If hazardous substances of a type of which an employer is required by law to notify its employees are being used on the site
by the Contractor, a subcontractor or anyone directly or indirectly employed by them (other than the Subcontractor), the Contractor
shall, prior to harmful exposure of the Subcontractor’s employees to such substance, give written notice of the chemical
composition thereof to the Subcontractor in sufficient detail and time to permit the Subcontractor’s compliance with such laws.

§ 3.2.4 The Contractor shall furnish to the Subcontractor within 30 days after receipt of a written request, or earlier if so required by
law, information necessary and relevant for the Subcontractor to evaluate, give notice of or enforce mechanic’s lien rights. Such
information shall include a correct statement of the record legal title to the property, usually referred to as the site, on which the
Project is located and the Owner’s interest therein.

§ 3.2.5 If the Contractor asserts or defends a claim against the Owner that relates to the Work of the Subcontractor, the Contractor
shall promptly make available to the Subcontractor all information relating to the portion of the claim that relates to the Work of
the Subcontractor.

§ 3.2.6 Subcontractor agrees all claims for damages under this contract will be filed no later than sixty (60) days after achieving
substantial completion or the Contractor’s last date on the project, whichever occurs first.

§ 3.3 CLAIMS BY THE CONTRACTOR

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§ 3.3.1 Liquidated damages for delay, if provided for in Section 9.3 of this Agreement, shall be assessed against the
Subcontractor only to the extent caused by the Subcontractor or any person or entity for whose acts the
Subcontractor may be liable, and in no case for delays or causes arising outside the scope of this Subcontract.

§ 3.3.2 The Contractor’s claims for the costs of services or materials provided due to the Subcontractor’s failure to execute the
Work shall require
1. seven days’ written notice prior to the Contractor’s providing services or materials, except in an emergency; and
2. written compilations to the Subcontractor of services and materials provided by the Contractor and charges for such
services and materials no later than the fifteenth day of the month following the Contractor’s providing such services or
materials.

§ 3.4 CONTRACTOR’S REMEDIES

If the Subcontractor defaults or neglects to carry out the Work in accordance with this Agreement and fails within five
working days after receipt of written notice from the Contractor to commence and continue correction of such default or
neglect with diligence and promptness, the Contractor may, by appropriate Modification, and without prejudice to any
other remedy the Contractor may have, make good such deficiencies and may deduct the reasonable cost thereof from the
payments then or thereafter due the Subcontractor.
§ 3.4.1 Should the Subcontractor, at any time, 1) refuse or neglect to supply a sufficiency of properly skilled workmen or 2) refuse
or neglect to supply materials of the proper quality or 3) fail in any respect to prosecute the Work with promptness and diligence or
4) fail in the performance of any of the agreements herein contained, the Contractor shall be at liberty, after three days written
notice to the Subcontractor, to either: a) provide any such labor, materials or data as is required by the contract and to deduct the
cost thereof from any money then due or thereafter to become due to the Subcontractor under this Subcontract or b) terminate the
employment of the Subcontractor for the said Work and enter upon the premises and take possession for the purpose of completing
the Work included under this contract, of all materials, tools, and appliances thereon and to employ any other person or persons to
finish the Work, and to provide the materials therefor. In the case that the Subcontractor’s employment is terminated the
Subcontractor shall not be entitled to receive any further payment under this contract until the said Work shall be wholly finished.
In any case, if the unpaid balance of the amount to be paid under this contract shall exceed the expense incurred by the Contractor
in finishing the Work, such excess shall be paid by the Contractor to the Subcontractor, but if such expense shall exceed the unpaid
balance, the Subcontractor shall pay the difference to the Contractor. The expense incurred by the Contractor as herein provided
shall include furnishing materials, finishing the Work and any expense or other damages incurred through such default.

§ 3.4.2 If at any time there shall be evidence of any invoice, bill, lien or claim in respect to this Subcontract which, if not paid by
the Subcontractor, the Contractor or the Owner of the Project premises might become liable, the Contractor shall have the right to
retain out of any payment then due or thereafter to become due an amount sufficient to completely indemnify against such invoice,
bill, lien or claim. If within 30 days, the Subcontractor has failed to resolve the claim for payment, or failed to provide a Bond to
protect the Owner and Contractor against such claim, the Contractor shall have the right to make payment on such claim out of
funds of the Subcontractor. If no such funds are available, the Subcontractor shall refund to the Contractor all monies that the latter
has in good faith paid in discharging any such claim or lien.

§ 3.4.3 Should Subcontractor, through breach of this Subcontract, cause Contractor to suffer any loss, cost or expense in excess of
the remaining unpaid contract balance under this Subcontract, then Subcontractor expressly grants to Contractor the right to set off
any such loss, cost or expense not only against the unpaid balance of this Subcontract but also against the unpaid balance of any
other subcontract between Subcontractor and Contractor, whether such subcontract relates to this Project or on any other project.

§ 3.4.4 In the event of disputes between the Contractor and Subcontractor and the utilization of dispute resolution procedures,
Contractor shall be entitled to recover from Subcontractor attorneys’ fees and costs if Contractor prevails on its claims against
Subcontractor and if Contractor prevails on Subcontractor’s claims against Contractor.

ARTICLE 4 SUBCONTRACTOR
§ 4.1 EXECUTION AND PROGRESS OF THE WORK
§ 4.1.1 For all Work the Subcontractor intends to subcontract, the Subcontractor shall enter into written agreements with Sub-
subcontractors performing portions of the Work of this Subcontract by which the Subcontractor and the Sub-subcontractor are
mutually bound, to the extent of the Work to be performed by the Sub-subcontractor, assuming toward each other all obligations
and responsibilities that the Contractor and Subcontractor assume toward each other and having the benefit of all rights, remedies
and redress each against the other that the Contractor and Subcontractor have by virtue of the provisions of this Agreement.

§ 4.1.2 The Subcontractor shall supervise and direct the Subcontractor’s Work, and shall cooperate with the Contractor in
scheduling and performing the Subcontractor’s Work to avoid conflict, delay in or interference with the Work of the Contractor,
other subcontractors, the Owner, or separate contractors. Shop drawings and submittals shall be submitted immediately, but no later
than 14 calendar days after the date of this Subcontract.

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§ 4.1.3.1 The Subcontractor shall promptly submit Shop Drawings, Product Data, Samples and similar submittals required by the
Subcontract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of
the Contractor or other subcontractors.

§ 4.1.3.2 All submittals shall be accompanied by a transmittal describing in DETAIL the submitted item (to include):
1. Specification Section and Paragraph
2. Correspond to the Submittal Schedule/Log Submitted
3. Approval Stamp that you have signed off
4. Expected Delivery Lead Time

§ 4.1.3.3 Subcontractor is responsible for verifying all submittals comply with the project and proper installation requirements.
Contractor stamp is confirming the submittals have been checked for general conformity with the contractor documents. Each
Subcontractor is responsible to verify all dimensions, quantities, and coordination of all work. No such responsibility is assumed
by the Contractor. No substitutions will be accepted without prior written notice from the Contractor. Submittals must be
prepared and delivered to Contractor’s Corporate Office within ten (10) days of the date of this contract.

§ 4.1.3.4 All closeout documents, warrantees, and stock are to be submitted per contract specifications and prior to final payment.
CLOSEOUT DOCUMENTS WILL BE REQUIRED 30 DAYS PRIOR TO SCHEDULED COMPLETION DATE, NO
EXCEPTIONS!

§ 4.1.4 The Subcontractor shall submit to the Contractor within ten (10) days of signing this agreement a detailed cost breakdown
and/or schedule of values allocated to the various parts of the Work of this Subcontract, aggregating the Subcontract Sum, made
out in such detail as the Contractor and Subcontractor may agree upon or as required by the Owner, and supported by such
evidence the Contractor may require. In applying for payment, the Subcontractor shall submit statements based upon this schedule.
Subcontractor shall submit the Schedule of Value within ten (10) working days after contract or it may result in payment delays.

§ 4.1.5 The Subcontractor shall furnish to the Contractor periodic progress reports on the Work of this Subcontract as mutually
agreed, including information on the status of materials and equipment that may be in the course of preparation, manufacture, or
transit.

§ 4.1.5.1 Subcontractor shall furnish Contractor within ten (10) days of signing this agreement a complete listing of all
subcontractors and suppliers who will furnish labor and/or materials to this project per the requirements of the Contractor’s Vendor
Certification requirements. Subcontractors shall furnish the Contractor signed lien waivers and releases for each subcontractor and
supplier listed with each subsequent application for payment. The Subcontractor shall have a continuing duty to provide and
update its list of Subcontractors and Suppliers.

§ 4.1.6 The Subcontractor agrees that the Contractor and the Architect each have the authority to reject Work of the Subcontractor
that does not conform to the Prime Contract. The Architect’s decisions on matters relating to aesthetic effect shall be final and
binding on the Subcontractor if consistent with the intent expressed in the Prime Contract.

§ 4.1.7 The Subcontractor shall pay for all materials, equipment and labor used in connection with the performance of this
Subcontract through the period covered by previous payments received from the Contractor, and shall furnish satisfactory evidence
including, but not limited to, a Vendor Certification to the Contractor, to verify compliance with the above requirements.

§ 4.1.8 The Subcontractor shall take necessary precautions to protect properly the work of other subcontractors from damage caused
by operations under this Subcontract.

§ 4.1.9 The Subcontractor shall cooperate with the Contractor, other subcontractors, the Owner, and separate contractors whose
work might interfere with the Subcontractor’s Work. The Subcontractor shall participate in the preparation of coordinated drawings
in areas of congestion, if required by the Prime Contract, specifically noting and advising the Contractor of potential conflicts
between the Work of the Subcontractor and that of the Contractor, other subcontractors, the Owner, or separate contractors.

§ 4.1.10 Monitoring, Updating and Discussion during Progress Meetings:

Progress/Coordination meetings will be scheduled through the Project Superintendent. Subcontractors are to start attending
meetings two meetings prior to mobilizing on the site. Foremen/Superintendents will have their own set of construction documents
and be familiar with the project prior to mobilizing to the site. Subcontractors will be required to attend all meetings while working
on site. Attendance in progress meetings is mandatory and a requirement for progress payment processing.

§ 4.1.10 The Subcontractor recognizes that revisions in the planned schedule are inherent in the nature of construction. This may
result in revisions of Contractor’s schedule of the Work during the progress of construction. Subcontractor agrees that Contractor
cannot guarantee Subcontractor can start Work on any particular date or continue without interruption once started. Contractor will
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only be responsible for conditions solely within its control which causes Subcontractor manifestly unreasonable delay in the
performance of its Work, provided Subcontractor gives immediate written notice of the delay.

§ 4.1.11 Subcontractor confirms by execution of this contract that the subcontractor’s employees comply with the employment
eligibility as set forth by the Department of Homeland Security and the U.S Citizenship and Immigration Services.

§ 4.2 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS

§ 4.2.1 The Subcontractor shall give notices and comply with applicable laws, statutes, ordinances, codes, rules and regulations, and
lawful orders of public authorities bearing on performance of the Work of this Subcontract. The Subcontractor shall secure and pay
for permits, fees, licenses and inspections by government agencies necessary for proper execution and completion of the
Subcontractor’s Work, the furnishing of which is required of the Contractor by the Prime Contract.

§ 4.2.2 The Subcontractor shall comply with Federal, state and local tax laws, social security acts, unemployment compensation acts
and workers’ compensation acts insofar as applicable to the performance of this Subcontract.

§ 4.2.3 Subcontractor shall not misclassify and pay workmen furnishing labor under this Subcontract as an independent contractor
when such workmen shall be classified as an employee under applicable law.

§ 4.2.4 Subcontractor, and its sub-subcontractors, shall not employ any workmen on the Project who are not lawfully permitted to
perform such work under Federal, state or local labor laws relating to aliens and nationality including, but not limited to, the
“Immigration Reform Control Act of 1986” (IRCA) as amended, 8 U.S.C. § 1324(e), relating to unlawful employment of aliens.

§ 4.3 SAFETY PRECAUTIONS AND PROCEDURES

§ 4.3.1 The Subcontractor shall take reasonable safety precautions with respect to performance of this Subcontract, shall comply
with safety measures initiated by the Contractor and with applicable laws, statutes, ordinances, codes, rules and regulations, and
lawful orders of public authorities for the safety of persons and property in accordance with the requirements of the Prime Contract.
See § 4.3.6 Site Policies/Safety Req. Subcontractor agrees that it is responsible for ensuring the safety of its employees, its
subcontractors’ employees, and others on the job site arising out of any aspect of the Subcontractor’s performance of the work
under this agreement. Subcontractor has the duty to provide a safe place for the performance of the Subcontractor’s work under
this agreement, including, but not limited to, provision of general and safety supervision of the performance of Subcontractor’s
work, ensuring that the safe use and condition of all equipment used in connection with the performance of Subcontractor’s work,
implementation of safety precautions regarding the use of or exposure to any hazardous material in the performance of
Subcontractor’s work, and compliance with any and all Federal, State, and/or local laws, ordinances, or regulations regarding job
site safety including all current OSHA requirements. Subcontractor acknowledges that it is the sole party responsible for the safe
performance of the Subcontractor’s work, even if Contractor or Owner have implemented any safety program or regulations at the
project or job site.

§ 4.3.2 If hazardous substances of a type of which an employer is required by law to notify its employees are being used on the site
by the Subcontractor, the Subcontractor’s Sub-subcontractors or anyone directly or indirectly employed by them, the Subcontractor
shall, prior to harmful exposure of any employees on the site to such substance, give written notice of the chemical composition
thereof to the Contractor in sufficient detail and time to permit compliance with such laws by the Contractor, other subcontractors
and other employers on the site.

§ 4.3.3 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a
hazardous material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site
by the Subcontractor, the Subcontractor shall, upon recognizing the condition, immediately stop Work in the affected area and
promptly report the condition to the Contractor in writing. When the material or substance has been rendered harmless, the
Subcontractor’s Work in the affected area shall resume upon written agreement of the Contractor and Subcontractor. The
Subcontract Time shall be extended appropriately and the Subcontract Sum shall be increased in the amount of the Subcontractor’s
reasonable additional costs of demobilization, delay and remobilization, which adjustments shall be accomplished as provided in
Article 5 of this Agreement.

§ 4.3.4 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Subcontractor, the
Subcontractor’s Sub-subcontractors, and agents and employees of any of them from and against claims, damages, losses and
expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area
if in fact the material or substance presents the risk of bodily injury or death as described in Section 4.3.3 and has not been rendered
harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury
to or destruction of tangible property (other than the Work itself) except to the extent that such damage, loss or expense is due to
the fault or negligence and/or as a result of the party seeking indemnity.

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§ 4.3.5 The Subcontractor shall indemnify the Contractor for the cost and expense the Contractor incurs 1) for remediation of a
material or substance brought to the site and negligently handled by the Subcontractor or 2) where the Subcontractor fails to
perform its obligations under Section 4.3.3, except to the extent that the cost and expense are due to the Contractor’s fault or
negligence.

§ 4.3.6 SITE POLICIES – SAFETY REQUIREMENTS

A. OSHA and IOSHA rules and regulations:
1. Subcontractor(s) will be responsible for all of the subcontractor’s employees, material delivery employees, and sub-
subcontractor’s employees on site. Subcontractor(s) shall provide an onsite safety coordinator to implement safety
procedures. All personal injury, property damage, or near miss accidents shall be reported to the Contractor’s onsite
supervisor immediately. See § 4.3.6 R 5 for further instruction on incident reporting.
2. As an employer, each subcontractor is responsible for the safety and health of its employees and sub-subcontractor’s
employees, pursuant to Subpart C ‘General Safety& Health Provisions’ of IOSHA 1926 regulations.
B. Additionally, the subcontractor shall review and agree to adhere to the requirements of A-14 of Contractor’s Safety Policy
listed below in Section “R.”
C. First Aid treatments for subcontractor’s employees working on the site shall be provided by the subcontractor.
D. Hazard Communication/MSDS information shall be submitted to Contractor’s Field Office prior to the start of any on-site
work.
E. The job site working conditions in contract:
1. Hard hats
2. Work boots
3. Safety glasses (when required)
4. Additional eye/face protection (when required)
5. Fall protection (when required)
6. Project orientations
7. NO TOBACCO. Use of tobacco is prohibited within thirty (30) feet of any construction activity. Failure to
comply with these requirements may result in disciplinary measures as provided in Section A12. Disciplinary Written
Policy is located in Contractor’s Safety Program Process Manual
F. Weekly Safety Audits – Performed by Contractor’s Site Supervisory personnel to help alert persons to unsafe conditions.
All subcontractors are responsible to perform their own audits, as well as assume compliance with all safety regulations.
G. Fire Extinguishers – Are to be provided as needed, by each subcontractor(s).
H. Drug and Alcohol Policy – The use of illegal drugs and alcohol WILL NOT BE TOLERATED on any Contractor’s
project. Any Subcontractor employee, material delivery employee, and sub-subcontractor employee caught using, or
reasonably suspected of using, illegal drugs/alcohol will be removed from the project immediately and not allowed back
on the project site. Use of over the counter or medically prescribed medication shall be permitted as long as it does
not result in unsafe activities that could affect the safety of the user or others on site. (a) The laws of the State of
Indiana (IC-4-13-18 as amended) contain certain special provisions regarding drug testing of employees of Contractors
and Subcontractors on public works projects. These provisions, among other things, requires the Contractor and
Subcontractor to comply with the IC-4-13-18 as amended, at a minimum, drug testing program requirements. To certify
the subcontractor adheres to and/or exceeds requirements of IC-4-13-18 as amended, submit with each application for
payment the Drug Testing Affidavit of Compliance (attached) included as part of your contractual agreement with
Construct Solutions, Inc. Payment, in part, will be contingent upon receiving a fully executed affidavit with each
application for payment.
I. Contractors Safety Policy.
1. Shall be followed (at a minimum) by Subcontractors who do not have their own written safety policy. See Section
“R” A14.
2. May be reviewed at the Contractor’s corporate office or on the project site.
3. Each employee who works on this site will be required to read and agree to Contractor’s written Job Specific
Orientation. This orientation shall be given to each employee on their first day on the job. Failure to comply with
this plan may result in removal from the project.
J. Each subcontractor is responsible to erect and maintain all necessary barricading/safety apparatus required to maintain or
appropriately secure the construction site for its employees. If the barricading or safety apparatus has been removed or
modified, it is the responsibility of the subcontractor to reinstall or repair the barricades or safety devices to a safe
condition per OSHA regulations, and to advise Contractor’s superintendent of such action taken.
K. HOUSEKEEPING PROCEDURES – Each subcontractor will be responsible for daily cleanup for their working, staging,
and break areas, so that these areas are kept in a neat and orderly fashion. All debris shall be placed in specified debris
containers, or as otherwise directed by Contractor. If this is not done properly within one working day of notice, the
Contractor reserves the right to perform this task and back-charge the responsible subcontractor(s) for all additional costs
incurred by the Contractor.

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L. UTILITIES AND TIE-INS – In accordance with state codes and standard industry practices, Subcontractor is responsible
for fall protections, locations, permits, maintenance and fees, inspections, and other costs associated with utilities included
in their scope of work.
M. PROJECT SECURITY – Each Subcontractor(s) will be responsible for making sure their equipment, tools, etc. are
properly secured and protected from theft. Subcontractor’s employee, material delivery employees, and sub-subcontractor
employees will not be allowed on site before or after designated working hours, unless previously approved by the Project
Superintendent.
N. USAGE OF DUMPSTERS AND CHARGES – Each subcontractor will be responsible for breaking down or compressing
all disposed of materials and debris that they put into the supply dumpsters. If this is not done properly, Contractor
reserves the right to back-charge the subcontractor(s) for the additional cost incurred by Contractor.
O. USAGE OF TELEPHONE AND CHARGES – Each subcontractor will be responsible for supplying their own telephones.
P. USAGE OF FAX MACHINE AND CHARGES – Each subcontractor will be responsible for supplying their own fax
machines.
Q. Access to the project:
1. Storage and stockpiling areas will be determined on site.
2. All subcontractor employees must check into job site trailer/Site Superintendent prior to starting work.
R. Contractors Safety Program Process Manual A-14:
1. Purpose: To provide an organized, ongoing approach to the evaluation and upgrading of Contractor’s Safety Program
2. Scope: This section applies to all Contractors operations.
The Contractor reserves the right to recover costs associated with any OSHA/IOSHA fines incurred and specifically
generated from the subcontractor non-compliance to OSHA/IOSHA standards, for which the subcontractor failed to
correct after notification from Contractor personnel.

Nothing contained within the Contractors Safety Program processes or procedures shall limit or otherwise discharge
the subcontractor’s sole responsibility from maintaining safety for its employees, their subcontractors or suppliers.
The Contractor is not required to, and does not assume the responsibility of policing subcontractors to ensure their
fulfillment of their safety obligations. However, failure to comply with the safety procedures outlined, when made
known to the Contractor, will result in notification of default under the subcontractor’s contract, and a request for
immediate remedial action.

3. Definitions: Subcontractor Safety Representative – Each subcontractor will appoint a responsible and competent
supervisory employee as the Subcontractor Safety Representative for all contracted work at Contractor’s job sites. In
the event that a Safety Representative is not identified, it shall be assumed that the Subcontractor Foreman or lead
person is the Safety Representative. The appointed subcontractor Safety Representative must meet the Competent
Person criteria defined in this section.

4. Responsibilities:
The Contractor’s Project Superintendent is authorized to stop all recognized unsafe work practices and require
immediate correction, at no cost to the Contractor, before work recommences.
Subcontractor Safety Representatives:
 Each Subcontractor’s Employees are required to have, at minimum, an OSHA 10-hour card in order to
perform work on the Project.
 Each subcontractor is solely responsible for the safety and training of its employees and for the safety of
employees of others affected by the subcontractor’s work.
 Each subcontractor is responsible for training its employees to perform their work in a safe manner and to
recognize and correct potential hazards and unsafe acts.
 Each subcontractor will ensure that an interpreter is available during job-site orientation for those of its
employees who are not fluent in English.
 Each subcontractor will train its employees regarding jobsite specific processes and hazards associated with
the site, including emergency evacuation.
 Each subcontractor, as a contractual obligation, represents and warrants that it will require all of its
employees and its subcontractors to perform their work using safe means and methods, and will comply with
the applicable sections of this safety process, the applicable provisions of the IOSHA standards, and other
applicable federal, state and local codes and regulations to the extent these standards, codes and regulations
are required by law.
 Ensure that subcontractor’s employees comply with their own respective safety programs as well as with the
applicable specific requirements of any governmental authority, including, but not limited to, the applicable
requirements of the federal and state occupational safety and health acts and all federal and state construction
safety acts.
 Ensure that their company’s employees comply with any special safety requirements of the specific job site’s
customer/owner’s safety programs.
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  Appropriately respond to the guidance of the Contractor’s Safety Manager, Project Manager, or Jobsite
Superintendent regarding safety issues.
 Attend safety meetings as a part of project progress meetings chaired by the Contractor’s Project
Superintendent.
 Provide task related safety information as required for the safety of others working on the site.
 Complete and submit to Contractor the subcontractor incident reports within eight (8) hours as required by
this process.
 Provide written task related safety plan information as required for the safety of its own employees and other
workers on the site. This plan may be in the form of a JHA (Job Hazard Analysis).
 Attend special safety meetings as needed during the course of the project.
 Ensure their workers use ladders in compliance with the rules and procedures found in the applicable
sections of this Safety process, the applicable provisions of the Indiana Occupational Safety and Health
Administration Standards, and other applicable federal, state and local codes and regulations to the extent
these standards, codes, regulations are required by law.
 The Subcontractor Safety Representative is responsible for ensuring that his organizations, on-site first aid
kit is properly stocked and maintained in accordance with ANSI (Z 308.1-1978). This first aid kit will also
contain equipment and materials to be compliant with 29 CFR 1910.1030 – Blood Borne Pathogens,
including mouth-to-mouth resuscitation devices, powdered bleach, and latex disposable gloves.
 In the absence of a clinic or doctor that is reasonably accessible in terms of time and distance, at least 1
person from the subcontractor’s organization will be trained and certified to provide first aid and cardio
pulmonary resuscitation (CPR).

5. Subcontractor/Trade Contractor Safety Procedures

 Subcontractor/Trade Contractor shall, at their expense, conform to relevant portions of the Contractor’s
safety processes and procedures that, at a minimum, comply with all applicable IOSHA requirements.
 Subcontractor/Trade Contractor shall take all the precautions to protect against any conditions created during
the progress of performing the tasks that involve any risk of bodily harm to persons or a risk of damage to
any property.
 Subcontractor/Trade Contractor will continuously inspect their work, materials, and equipment to discover
and determine any hazardous conditions and will solely responsible for discovery, determination and
corrections of any such conditions that affect the safety and health of employees.
 Subcontractor/Trade Contractor shall deliver to Contractor a copy of all final incident and injury reports,
including, but not limited to, written investigative reports, within 24 hours of the incident occurrence, and
any other reports concerning safety as may be requested by the Contractor.
 All subcontractor aerial lift/scissors lift operators shall be licensed and/or authorized by their employer in
accordance with the requirements of IOSHA standards.
 Subcontractors shall provide their employees with the ANSI approved and IOSHA required safety and
personal protective equipment (PPE) for the performance of their work and will enforce the use of this
equipment. Truck drivers making deliveries shall wear a hard hat if they get out of the truck. Otherwise,
they must stay in the truck.
 Each subcontractor will enforce the wearing of hard hats (ANSI Z89, 1-1981) on their employees’ heads and
the use of required PPE as addressed in the PPE section of this manual during the construction of all
Contractor’s projects.
 All subcontractor employees, sub-subcontractor employees and subcontractor suppliers exposed to fall
hazards 6 feet or more above a lower level shall be protected from falling.
 Each subcontractor shall supply cold drinking water for its employees, per IOSHA regulation 1926.51(a).
Drinking water will not be supplied by the Contractor.
 Each subcontractor will have scheduled inspections and maintenance programs for all tools and equipment.
 For emergency purposes, each subcontractor shall submit a list to the Contractor of key personnel, with
home addresses and telephone numbers.
 Radios, except those used for communication, shall not be played during working hours in the construction
area.
 Scaffolds will be checked daily and before each use for safety compliance. No scaffold will be left at any
time in an unsafe condition and will be removed immediately if not to be used again.
 All project employees will wear attire suitable for construction work at all times, including shirts (with
sleeves), long trousers and proper foot wear (protective toed boots are recommended and may be required if
mandated by higher authorities). No shorts or tennis shoes shall be permitted. Wearing of unsuitable attire
will be grounds for immediate dismissal without warning from the jobsite.
 Safety glasses must be worn whenever there is a hazard present to the eye, or when required by the owner’s
contract agreement.

10
  All subcontractors will provide appropriate fire extinguishers for the following: arc welding, cutting, or
burning operations and flammable storage locations, and as required by statute in all other locations where
their employees are working. Additionally, fire extinguishers will be located in office and storage trailers
during all operations that present a hazard. No open fires are permitted.
 Subcontractors shall ensure that their employees are properly hydrated during hot weather or strenuous
activity. Employers shall instruct their employees (such as during Tool Box Talks) to hydrate by drinking
adequate amounts of water every day and by eating balanced meals.
 Subcontractors are reminded of applicable “Hazard Communication” regulations in effect. Subcontractors
will be responsible for training of personnel exposed to hazardous material utilized in the performance of the
work. Organized records, including such information as training records, material safety data sheets, and a
posted inventory of hazardous on-site materials will be maintained on site by each subcontractor.
 Extension cords, cables and hoses shall be maintained at least 6’ 6” above the working floor if possible.
Where this is not practicable, the items will be inspected daily for damage and repaired immediately or
tagged and removed from use until repaired. Failure to properly repair cords, cables or hoses timely may
result in confiscation of these items.
 Provide Ground Fault Circuit Interrupters (GFCI) on all temporary power. Each subcontractor performing
electrical work or using electrically powered tools is responsible for the inspection, maintenance, and repair
of associated cords and tools.
 No material will be stored within six (6) feet of a floor opening or ten (10) feet of the perimeter of the
building. All equipment, materials and debris will be secured at all times or removed immediately to grade
level, until the building is enclosed, to prevent windblown objects.
 If a subcontractor must remove cables, barricades, or any other safety related Item in order to perform its
work, it is the responsibility of that subcontractor to replace the same each time they leave the area and
when their work is completed. Failure to comply with this directive shall result in Contractor, or other party
to perform this work at the subcontractor's expense.
 Firearms are not allowed on the construction site.
 A safety inspector employed by any Insurer with respect to the project may from time-to-time conduct
safety inspections on the project and submit safety findings. The subcontractor wm consider any
recommendations of such safety inspector and implement any abatement procedures by such safety
Inspector as may be required to comply with any applicable law or as may be reasonably pertinent to
avoid accidents at the project site.
 From the commencement to the completion of the work, the Subcontractor/Trade Contractor will keep
all parts of his work area free from the accumulation of water and snow, and provide, maintain, and
operate all necessary pumping, bailing, or removal of equipment.
 Each excavation subcontractor, or other subcontractor, performing work In excavation or trenching
operations shall have a competent person responsible for those operations at the area of work.
 The Excavation Subcontractor/Trade Contractor will be responsible for the control and removal of all water
and will include the collection, storage, and removal of all ground, storm and run-off water In such a
manner that the work of other subcontractors/trade contractors is not, in the opinion of Contractor's Project
Superintendent, adversely affected or delayed. Specifically excluded from this responsibility is water
encountered by underground utility subcontractors/trade contractors.
 Each excavation subcontractor, or other subcontractor, performing work in the vicinity of located
underground utilities shall follow the procedures for locating and uncovering underground utilities as
described in Section 89, at a minimum.
 A short meeting will be held at least once each week, conducted by a representative of each
Subcontractor/Trade Contractor. Each Subcontractor/Trade Contractor will prepare, and keep on file,
written reports of their safety meetings (Tool Box Talks) and make them available to Contractor upon
request.

6. Trade Requirements
 All subcontractor personnel shall be given training by their employer to familiarize them with their roles and
responsibilities in this section. Project Managers will discuss requirements of this section with
subcontractors/trade contractors during pre-contract negotiations.

§ 4.3.7 Subcontractor agrees that it will not generate, dispose, treat, store or handle any hazardous, toxic or special waste or
material in violation of any applicable federal, state or local statute, regulation or ordinance. The terms of the
subparagraph include, but are not limited to, asbestos, petroleum products, solvents, lead, mold, and PCB-containing
electrical equipment. Subcontractor represents and warrants that it is familiar with the statutes, regulations, and ordinances
which are applicable to the work of this subcontract. The subcontractor shall indemnify and hold harmless the Contractor,
General Contractor, Construction Manager, Owner, Architect, architects consultants and agents and employees of any of them
from and against claims, damages, losses, fines, penalties and expenses, including, but not limited to, attorney's fees arising out
11
of or resulting from performance of the subcontractor's work in violation of this subparagraph, or by anyone directly or
indirectly employed by subcontractor or anyone for whose acts subcontractor may be liable, regardless of whether or not such
claim, damage, loss or expenses caused in part by a party indemnified hereunder. Such obligation shall not be construed to
negate, abridge, or otherwise reduce other rights or obligation of indemnity which would otherwise exist as to a party or
person described in this subparagraph 4.1.3.1.

§ 4.3.8 Contractor's Jobsite Working Conditions: The Contractor, due to insurance requirements, requires the following jobsite
working conditions. All contractors and suppliers, by signing this contract, agree to the following conditions:
1. All construction shall be performed in compliance with OSHAIIOSHA Construction Safety and Health Standards (29
CFR PART 1026) and the applicable portions of the General Industry Standards (29 CFR PART 2910).
2. The Contractor's project superintendent shall have the right to stop unsafe construction practices and require immediate
correction at no cost to the Contractor before work recommences.
3. All persons shall wear an OSHA approved hardhat on their head at all times while on the construction site.
4. No illegal drugs, alcohol, or persons reasonably suspected to be under the influence of such, shall be allowed on
construction site.
5. Hard-soled leather work boots {protective toed boots are highly recommended); long pants and shirts with sleeves shall
be worn on the construction site at all times.
6. Safety glasses must be worn whenever there is a hazard present to the eyes or when required by the owner's
contract agreement.
7. Radios, except those used for communication, shall not be played during working hours in the
construction area.
8. Firearms are not allowed on the construction site.
9. The Contractor reserves the right to recover cost of any OSHAIIOSHA fines incurred and specifically generated from
subcontractor non-compliance with OSHA/IOSHA standards, for which the subcontractor failed to correct after
notification from Contractor personnel.
10. No employees of subcontractors or vendors are to be on the construction premises at any time other than normal
working hours and only with the approval of the project superintendent.
11. Nothing contained within the Contractor’s safety program processes or procedures shall limit or otherwise
discharge the subcontractor's sole responsibility from maintaining safety for its employees, their subcontractors or
suppliers.
12. If subcontractor uses any of Contractor's equipment or material(s), subcontractor shall assume all liability for
damages which may result to subcontractor, its employees, or agents, resulting in Injury from that use, regardless of the
cause of such damage.

§ 4.4 CLEANING UP
§ 4.4.1 The Subcontractor shall keep the premises and surrounding area free from accumulation of moisture, waste materials or
rubbish caused by operations performed under this Subcontract. In the event of water intrusion, the subcontractor responsible for
the intrusion is to immediately make the necessary repairs to stop the water infiltration. This subcontractor is to Immediately
replace -all water damaged construction materials that are subject to mold development, including but not limited to, all drywall,
insulation, ceiling tile, etc. and to completely dry within forty-eight {48) hours, all other materials such as masonry block, steel,
etc. and disinfect these materials to assure no mold is allowed to grow on them. The Subcontractor shall not be held responsible
for conditions caused by other contractors or subcontractors. Cleanup of the work area shall occur on a daily basis. If cleanup is not
completed within 24 hours of written notice, the Contractor will perform the work at the rate of $50.00 per hour to be deducted by
change orders from Subcontractor’s contract amount. Unless a g r e e d to i n writing, the subcontractor, a n d sub-subcontractors
are responsible for providing their own dumpster for their debris.

§ 4.4.2 As provided under Section 3.3.2, if the Subcontractor fails to clean up as provided in the Subcontract Documents, within
(1) working day of verbal or written notice, the Contractor reserves the right to perform this task and back-charge the responsible
subcontractor{s) for all additional cost incurred using current Time & Material price rates.

§ 4.5 WARRANTY
The Subcontractor warrants to the Owner, Architect, and Contractor that materials and equipment furnished under this Subcontract
will be of good quality and new unless otherwise required or permitted by the Subcontract Documents, that the Work of this
Subcontract will be free from defects not inherent in the quality required or permitted, and that the work will conform to the
requirements of the Subcontract Documents. Work not conforming to these requirements, including substitutions not properly
approved and authorized, may be considered defective. The Subcontractor’s warranty excludes remedy for damage or defect caused
by abuse, alterations to the Work not executed by the Subcontractor, improper or insufficient maintenance, improper operation, or
normal wear and tear under normal usage. If required by the Architect and Contractor, the Subcontractor shall furnish satisfactory
evidence as to the kind and quality of materials and equipment. This warranty shall be in addition to and not in limitation of any
other warranty or remedy required by law or by the Subcontract Documents.
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§ 4.6 INDEMNIFICATION
§ 4.6.1 To the fullest extent permitted by law, the Subcontractor shall indemnify and hold harmless the Owner, Contractor, Architect,
Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including
but not limited to attorney’s fees, arising out of or resulting from performance of the Subcontractor’s Work under this Subcontract,
provided that any such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the
Subcontractor, the Subcontractor’s Sub-subcontractors, anyone directly or indirectly employed by them or anyone for whose acts
they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified
hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce other rights or obligations of indemnity
which would otherwise exist as to a party or person described in this Section 4.6.

§ 4.6.2 In claims against any person or entity indemnified under this Section 4.6 by an employee of the Subcontractor, the
Subcontractor’s Sub-subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable,
the indemnification obligation under Section 4.6.1 shall not be limited by a limitation on the amount or type of damages,
compensation or benefits payable by or for the Subcontractor or the Subcontractor’s Sub-subcontractors under workers’
compensation acts, disability benefit acts or other employee benefit acts.

§ 4.6.3 Subcontractor agrees to resolve all disputes with Contractor in the same manner that Contractor is required to
resolve disputes with the Owner. Subcontractor agrees to be bound by any determinations, decisions, or judgments rendered
in any cause of action or dispute resolution between Contractor and the Owner that relate in any way to the Subcontractor's
scope of work or contractual obligations.

§ 4.7 REMEDIES FOR NONPAYMENT

§ 4.7.1 If the Contractor does not pay the Subcontractor through no fault of the Subcontractor, within seven days from the time
payment should be made as provided in this Agreement, the Subcontractor may, without prejudice to any other available remedies,
upon seven additional days’ written notice to the Contractor, stop the Work of this Subcontract until payment of the amount owing
has been received. The Subcontract Sum shall, by appropriate Modification, be increased by the amount of the Subcontractor’s
reasonable costs of demobilization, delay and remobilization.

§ 4.7.2 In any litigation pursued by Contractor against Owner for payment of sums due, when such sums claimed include sums
due Subcontractor, Subcontractor shall be entitled to intervene in that litigation as its sole remedy under this provision.

ARTICLE 5 CHANGES IN THE WORK

§ 5.1 The Owner may make changes in the Work by issuing Modifications to the Prime Contract. Upon receipt of such a
Modification issued subsequent to the execution of the Subcontract Agreement, the Contractor shall promptly notify the
Subcontractor of the Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order
materials or perform Work that would be inconsistent with the changes made by the Modification to the Prime Contract.

§ 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this Subcontract, to make changes in the
Work within the general scope of this Subcontract consisting of additions, deletions or other revisions, including those required by
Modifications to the Prime Contract issued subsequent to the execution of this Agreement, the Subcontract Sum and the
Subcontract Time being adjusted accordingly. The Subcontractor, prior to the commencement of such changed or revised Work,
shall submit promptly to the Contractor written copies of a claim for adjustment to the Subcontract Sum and Subcontract Time for
such revised Work in a manner consistent with requirements of the Subcontract Documents.

§ 5.2.1 CONTRACTOR'S-- CHANGE ORDER PROCEDURES:

1. Max of 5 working days to respond upon receipt of a notice to submit "Request for a Proposal."
2. Proposal Form Request vs. Invoice
3. Agreed upon Mark-up Percentage:
a. For each subcontractor, for work performed by his own forces, 10% of the cost.
b. For each subcontractor, for work performed by his sub-subcontractor, 5% of the amount due the sub-
subcontractor.
4. ALL proposals will be required to be broken down into the following categories (if applicable):
a. Labor
b. Material
c. Equipment
d. Subcontractors
e. OH & P Markup
5. Written Approval Required: a. AIA Contract Article 5
13
 § 5.3 The Subcontractor shall make all claims promptly to the Contractor for additional cost, extensions of time and damages for
delays or other causes in accordance with the Subcontract Documents. A claim which will affect or become part of a claim which
the Contractor is required to make under the Prime Contract within a specified time period or in a specified manner shall be made
in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract. Such claims shall be received by the
Contractor not less than two working days preceding the time by which the Contractor’s claim must be made. Failure of the
Subcontractor to make such a timely claim shall bind the Subcontractor to the same consequences as those to which the Contractor
is bound. In any event, any request for extension of time on the schedule shall be made by Subcontractor to Contractor within 3
days of the occurrence of the delaying event. Subcontractor agrees claims related to the prime contract must be submitted in
writing within ten {10) days ·of-incurring cost additional costs, delays and/or damages. Claims not properly submitted will be
rejected.

§ 5.4 The contractor’s assessment of back-charges

a. Subcontractors will be back-charged for any additional cost and damages incurred by the Contractor due to
the subcontractor's inability to complete the performance and acceptance of their scope of work.
b. Back-charges will be based on an agreed upon amount between Contractor and the subcontractor in question.

ARTICLE 6 MEDIATION AND BINDING DISPUTE RESOLUTION

§ 6.1 MEDIATION
§ 6.1.1 Any claim arising out of or related to this Subcontract, except claims as otherwise provided in Section 4.1.5 and except
those waived in this Subcontract, shall be subject to mediation as a condition precedent to arbitration or the institution of legal
or equitable proceedings by either party. This contract shall be pursuant to the laws of Indiana and all parties to this contract
agree that any dispute relating to this contract must be liHgated in Boone County in the State of Indiana.

§ 6.1.2 The parties shall endeavor to resolve their claims by mediation which, unless the parties mutually agree otherwise, shall be
administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect
on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to this Subcontract and
filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding
dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings,
which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by
agreement of the parties or court order. If an arbitration is stayed pursuant to this Section, the parties may nonetheless proceed to
the selection of the arbitrators(s) and agree upon a schedule for later proceedings.

§ 6.1.3 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the
Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as
settlement agreements in any court having jurisdiction thereof.

§ 6.1.4 Subcontractor agrees to resolve all disputes with Contractor in the same manner that Contractor is required to resolve
disputes with the owner. Subcontractor agrees to be bound by any determinations, decisions or judgments rendered in any cause
of action or dispute resolution between Contractor and the owner that relate in any way to Subcontractor's scope of work or
contractual obligations.

§ 6.2 BINDING DISPUTE RESOLUTION

For any claim subject to, but not resolved by mediation pursuant to Section 6.1, the method of binding dispute resolution shall be as
follows:
(Check the appropriate box. If the Contractor and Subcontractor do not select a method of binding dispute resolution below, or do
not subsequently agree in writing to a binding dispute resolution method other than litigation, claims will be resolved by litigation
in a court of competent jurisdiction.)
[ X] Arbitration pursuant to Section 6.3 of this Agreement
[ ] Litigation in a court of competent jurisdiction
[ ] Other (Specify)
§ 6.3 ARBITRATION
§ 6.3.1 If the Contractor and Subcontractor have selected arbitration as the method of binding dispute resolution in Section 6.2, any
claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise,
shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in
effect on the date of the Agreement. A demand for arbitration shall be made in writing, delivered to the other party to the
Subcontract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration
must assert in the demand all claims then known to that party on which arbitration is permitted to be demanded.

§ 6.3.2 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for meditation but in no event
shall it be made after the date when the institution of legal or equitable proceedings based on the claim would be barred by the

14
applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or
entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim.

§ 6.3.3 Either party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other arbitration
to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation; (2) the
arbitrations to be consolidated substantially involve common questions of law or fact; and (3) the arbitrations employ materially
similar procedural rules and methods for selecting arbitrator(s).

§ 6.3.4 Either party, at its sole discretion, may include by joinder persons or entities substantially involved in a common question of
law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined
consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to
arbitration of a claim not described in the written consent.

§ 6.3.5 The Contractor and Subcontractor grant to any person or entity made a party to an arbitration conducted under this Section
6.3, whether by joinder or consolidation, the same rights of joinder and consolidation as the Contractor and Subcontractor under
this Agreement.

§ 6.3.6 This agreement to arbitrate and any other written agreement to arbitrate with an additional person or persons referred to
herein shall be specifically enforceable under applicable law in any court having jurisdiction thereof. The award rendered by the
arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having
jurisdiction thereof.

§ 6.3.7 Subcontractor shall pay Contractor’s costs, expenses and attorneys’ fees for arbitration should the Contractor prevail on
Subcontractor’s claims against Contractor and/or on Contractor’s claims against Subcontractor.

ARTICLE 7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT

§ 7.1 TERMINATION BY THE SUBCONTRACTOR
The Subcontractor may terminate the Subcontract for the same reasons and under the same circumstances and procedures with
respect to the Contractor as the Contractor may terminate with respect to the Owner under the Prime Contract, or for nonpayment
of amounts due under this Subcontract for 60 days or longer. In the event of such termination by the Subcontractor for any reason
which is not the fault of the Subcontractor, Sub-subcontractors or their agents or employees or other persons performing portions of
the Work under contract with the Subcontractor, the Subcontractor shall be entitled to recover from the Contractor payment for
Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery,
including reasonable overhead, profit and damages.

§ 7.2 TERMINATION BY THE CONTRACTOR

§ 7.2.1 If the Subcontractor persistently or repeatedly fails or neglects to carry out the Work in accordance with the Subcontract
Documents or otherwise to perform in accordance with this Subcontract and fails within a seven-day period after receipt of written
notice to commence and continue correction of such default or neglect with diligence and promptness, the Contractor may, after
seven days following receipt by the Subcontractor of an additional written notice and without prejudice to any other remedy the
Contractor may have, terminate the Subcontract and finish the Subcontractor’s Work by whatever method the Contractor may deem
expedient. If the unpaid balance of the Subcontract Sum exceeds the expense of finishing the Subcontractor’s Work and other
damages incurred by the Contractor and not expressly waived, such excess shall be paid to the Subcontractor. If such expense and
damages exceed such unpaid balance, the Subcontractor shall pay the difference to the Contractor.

§ 7.2.2 If the Owner terminates the Contract for the Owner’s convenience, the Contractor shall promptly deliver written notice to
the Subcontractor.

§ 7.2.3 Upon receipt of written notice of termination, the Subcontractor shall

1 cease operations as directed by the Contractor in the notice;
2 take actions necessary, or that the Contractor may direct, for the protection and preservation of the Work; and
3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all
existing Sub-subcontracts and purchase orders and enter into no further Sub-subcontracts and purchase orders.

§ 7.2.4 The Contractor may, without cause, order the Subcontractor in writing to suspend, delay or interrupt the Work of
Subcontract in whole or in part for such period of time as the Contractor may determine. In the event of suspension ordered by the
Contractor, the Subcontractor shall be entitled to an equitable adjustment of the Subcontract Time and Subcontract Sum

§ 7.3 SUSPENSION BY THE CONTRACTOR FOR CONVENIENCE

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§ 7.3.1 The Contractor may, without cause, order the Subcontractor in writing to suspend, delay or interrupt the Work of this
Subcontract in whole or in part for such period of time as the Contractor may determine. In the event of suspension ordered by the
Contractor, the Subcontractor shall be entitled to an equitable adjustment of the Subcontract Time and Subcontract Sum.

§ 7.3.2 An adjustment shall be made for increases in the Subcontract Time and Subcontract Sum, including profit on the increased
cost of performance, caused by suspension, delay or interruption. No adjustment shall be made to the extent that
1 performance is, was or would have been so suspended, delayed or interrupted by another cause for which the
Subcontractor is responsible; or
2 an equitable adjustment is made or denied under another provision of this Subcontract.

§ 7.4 ASSIGNMENT OF THE SUBCONTRACT

§ 7.4.1 In the event of termination of the Prime Contract by the Owner, the Contractor may assign this Subcontract to the Owner,
with the Owner's agreement, subject to the provisions of the Prime Contract and to the prior rights of the surety, if any, obligated
under bonds relating to the Prime Contract In such event, the Owner shall assume the Contractor's rights and obligations under
the Subcontract Documents. If the Work of the Prime Contract has been suspended for more than 30 days, the Subcontractor's
compensation shall be equitably adjusted.

§ 7.4.2 The Subcontractor shall not assign the Work of this Subcontract without the written consent of the
Contractor, subcontract the whole of this Subcontract without the written consent of the Contractor, nor further subcontract
portions of this Subcontract without written notification to the Contractor when such notification is requested by the Contractor.

ARTICLE 8 THE WORK OF THIS SUBCONTRACT

The Subcontractor shall execute the following portion of the Work described in the Subcontract Documents, and as reasonably
inferable there from and as necessary to produce the intended result, including all labor, materials, equipment, services and other
items required to complete such portion of the Work, except to the extent specifically indicated in the Subcontract Documents to be
the responsibility of others.
(Insert a precise description of the Work of this Subcontract, referring where appropriate to numbers of Drawings, sections of
Specifications and pages of Addenda, Modifications and accepted alternates.)

SEE "THE WORK" ON PAGE 1 OF THIS CONTRACT FOR SPECIFIC DETAILS.

ARTICLE 9 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 9.1 Subcontract Time is the period of time, including authorized adjustments, allotted in the Subcontract Documents for
Substantial Completion of the Work described in the Subcontract Documents. The Subcontractor’s date of commencement is the
date from which the Subcontract Time of Section 9.3 is measured; it shall be the date of this Agreement, as first written above,
unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Contractor.
(Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a
notice to proceed.)

§ 9.2 Unless the date of commencement is established by a notice to proceed issued by the Contractor, or the Contractor has
commenced visible Work at the site under the Prime Contract, the Subcontractor shall notify the Contractor in writing not less than
five days before commencing the Subcontractor’s Work to permit the timely filing of mortgages, mechanic’s liens and other
security interests.

§ 9.3 The Work of this Subcontract shall be substantially completed not later than the project Schedule and subsequent updates of
this Subcontract Time as provided the Subcontract Documents. Liquidated Damages, and it’s assessment to each Subcontractor, if
required in the specifications. Amount of damaged per day (if applicable). See Exhibit “B” for specifics relating to this contract.

Portion of work Substantial Completion

Cooling Tower April 16, 2014
Penthouse April 23, 2014
Stairway April 30, 2014
Main Roof and Level 5 Roof June 24, 2014
§ 9.4 With respect to the obligations of both the Contractor and the Subcontractor, time is of the essence of this Subcontract.

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§ 9.5 No extension of time will be valid without the Contractor’s written consent after claim made by the Subcontractor in
accordance with Section 5.3. Any extensions of time granted by Contractor for performance of the Work shall be Subcontractor’s
sole and exclusive remedy for any delay.

§ 9.6 Subcontractor waives the right to claim and recover from Contractor any damages for delay in performance of the Work of
this Subcontract. Subcontractor shall perform Work in accordance with Schedule provided by Contractor. Failure to maintain the
Construction Schedule will be grounds for the Subcontractor being placed in Default of their Contract per the terms of the Contract.
Completion of entire project by (Per Exhibit “B”) to include system check out, Owner training sessions, O&M manuals and punch
list completion.

ARTICLE 10 SUBCONTRACT SUM – See “The Contract Sum” on Page 1 of this Contract
§ 10.1 The Contractor shall pay the Subcontractor in current funds for performance of the Subcontract the Subcontract Sum of
SEE PAGE 2, CONTRACT TOTAL, FOR SUM OF THIS CONTRACT.
, subject to additions and deductions as provided in the Subcontract Documents.

§ 10.2 The Subcontract Sum is based upon the following alternates, if any, which are described in the Subcontract Documents and
have been accepted by the Owner and the Contractor:
(Insert the numbers or other identification of accepted alternates.)
IF APPLICABLE, SEE CONTRACT TOTALS TABLE ON PAGE 2 OF CONTRACT
§ 10.3 Unit prices, if any:
(Identify and state the unit price, and state the quantity limitations, if any, to which the unit price will be applicable.)
Item Units and Limitations Price Per Unit
If Applicable, see page 2 Unit Price #5 Brick Masonry $65.00 per Brick (Add)
§ 10.4 Allowances included in the Subcontract Sum, if any:
(Identify allowance and state exclusions, if any, from the allowance price.)
Item Price
If applicable, see page 2
ARTICLE 11 PROGRESS PAYMENTS
§ 11.1 Based upon applications for payment submitted to the Contractor by the Subcontractor, corresponding to applications for
payment submitted by the Contractor to the Architect, and certificates for payment issued by the Architect, the Contractor shall
make progress payments on account of the Subcontract Sum to the Subcontractor as provided below and elsewhere in the
Subcontract Documents. Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum,
payments received by the Contractor and Subcontractor for Work properly performed by their contractors and suppliers shall be
held by the Contractor and Subcontractor for those contractors or suppliers who performed Work or furnished materials, or both,
under contract with the Contractor or Subcontractor for which payment was made to the Contractor by the Owner or to the
Subcontractor by the Contractor, as applicable. Nothing contained herein shall require money to be placed in a separate account and
not commingled with money of the Contractor or Subcontractor, shall create any fiduciary liability or tort liability on the part of the
Contractor or Subcontractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the
Contractor or Subcontractor for breach of the requirements of this provision.

§ 11.2 The period covered by each application for payment shall be one calendar month. (See exhibit B for project specific
requirements.)

§ 11.3 Provided an application for payment and fully completed/executed Vendor Certification are received by the Contractor not
later than (See Exhibit “B”) day of a month, the Contractor shall include the Subcontractor’s Work covered by that application in
the next application for payment which the Contractor is entitled to submit to the Architect. The Application for Payment must be
Submitted on an AIA G702/G703 and must show an itemized Breakdown by Scope of Work. The Contractor shall pay the
Subcontractor each progress payment no later than ten (10) working days after the Contractor receives payment from the Owner. If
the Architect does not issue a certificate for payment or the Contractor does not receive payment for any cause which is not the
fault of the Subcontractor, the Contractor shall pay the Subcontractor, on demand, a progress payment computed as provided in
Sections 11.7, 11.8 and 11.9.Payment by Owner to Contractor is a condition precedent to payment by Contractor to Subcontractor
unless the failure to receive payment from Owner is solely caused by the failures of Contractor. Contractor’s surety, if any, shall
have the benefit of this provision relative to the obligations of the surety under its surety bond.

§ 11.3.1 The Contractor requires an itemized list that includes all vendors (material suppliers, equipment lessees, Sub-
subcontractors, dues owed to labor providers, etc.) per Construct Solutions, Inc.’s Vendor Certification Form included as part of
Exhibit “B” to the Contract. The Vendor Certification shall include all information required, including but not limited to: The
Vendor contact name(s), vendor phone number(s), contract/purchase order or total amount owed vendor(s) for all vendors the
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Subcontractor anticipates will be 3% of the Subcontractor’s contract value with the Contractor amount paid vendor(s), and
remaining balance owed vendor(s). Subcontractor will be required to submit one copy of the current/updated Vendor Certification
(fully executed) with each application for payment, along with one copy of Subcontractor certification and one notarized copy of
each vendor’s waiver and release of lien.
ONLY CONTRACTOR’S PRODUCED LIEN WAIVER and VENDOR CERTIFICATION FORMS WILL BE ACCEPTED
Untimely or incorrect information may delay payment and be construed as a default of Subcontractor’s Contractual Agreement
with the Contractor Corporation.
The Subcontractor authorizes the Contractor to verify that the information provided on the lien waiver(s) and/or Vendor
Certification(s) are correct and valid.

§ 11.3.2 Lien Waiver or Final Lien Waiver: This must be signed, dated, and notarized. The Lien Waiver must be on the standard
form issued by Contractor. The Lien Waiver must be signed by an authorized signer of the Subcontractor. The Payment amount on
the Lien Waiver must equal the Payment amount on the G702 and the Payment amount calculated by Contractor. Final Lien
Waiver issued on the Final Billing of a Subcontract. The Payment amount on the Final Lien Waiver must equal the TOTAL and
FINAL amount of Subcontract. When a Payment Application deviates from this procedure, it will be returned with a letter of
explanation.

§ 11.3.3 The Contractor’s Policy is to make progress Payments monthly. Subcontractors and suppliers will be paid within ten (10)
business days in which receipt of the progress payment is received from the Owner. Progress Payments will not be released without
a fully executed Contract, fully executed Vendor Certification and acceptable Insurance Certificate are within the Contractor’s
office. A retainage amount as specified in Exhibit “B” Will be withheld. All cost increases and/or decreases affecting this Project
must have prior written/fully executed approval from the Contractor’s Project Manager. No other authorization will be accepted.

§ 11.4 If the Subcontractor’s application for payment is received by the Contractor after the application date fixed above, the
Subcontractor’s Work covered by it shall be included by the Contractor in the next application for payment submitted to the
Architect.

§ 11.5 The Subcontractor shall submit to the Contractor a Schedule of Values prior to submitting the Subcontractor’s first
Application for Payment. Each subsequent application for payment shall be based upon the most recent Schedule of Values
submitted by the Subcontractor in accordance with the Subcontract Documents. The Schedule of Values shall allocate the entire
Subcontract Sum among the various portions of the Subcontractor’s Work and be prepared in such form and supported by such data
to substantiate its accuracy as the Contractor may require. This Schedule of Values and Vendor Certification, unless objected to by
the Contractor, shall be used as a basis for reviewing the Subcontractor’s applications for payment.

§ 11.6 Applications for payment submitted by the Subcontractor shall indicate the percentage of completion of each portion of the
Subcontractor’s Work as of the end of the period covered by the application for payment.

§ 11.6.1 Time and material Billings must include all backup (including Contractor’s Superintendent’s verification of time)

§ 11.6.2 Time and Material Work

1. Hours must be approved daily by Contractor’s Project Superintendent, on an approved from. Project Superintendent’s
signature is for time verification ONLY.
2. Material delivery tickets must be approved by the Contractor’s Project Superintendent, on an approved form.

§ 11.7 Subject to the provisions of the Subcontract Documents, the amount of each progress payment shall be computed as set forth
in the sections below.

§ 11.7.1 Take that portion of the Subcontract Sum properly allocable to completed Work as determined by multiplying the
percentage completion of each portion of the Subcontractor’s Work by the share of the total Subcontract Sum allocated to that
portion of the Subcontractor’s Work in the schedule of values, less that percentage actually retained [retainage shall be 510%], if
any, from payments to the Contractor on account of the Work of the Subcontractor. Pending final determination of cost to the
Contractor of changes in the Work that have been properly authorized by the Contractor, amounts not in dispute shall be included
to the same extent provided in the Prime Contract, even though the Subcontract Sum has not yet been adjusted;

§ 11.7.2 Add that portion of the Subcontract Sum properly allocable to materials and equipment delivered and suitably stored at the
site by the Subcontractor for subsequent incorporation in the Subcontractor’s Work or, if approved by the Contractor, suitably
stored off the site at a location agreed upon in writing, less the same percentage retainage required by the Prime Contract to be
applied to such materials and equipment in the Contractor’s application for payment. Stored Material will only be released if the
Pay Application includes a copy of the paid invoice(s), proof of Insurance and photographs of the actual stored materials. Stored
materials must be invoiced per the Specification requirements.

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§ 11.7.3 Subtract the aggregate of previous payments made by the Contractor; and

§ 11.7.4 Subtract amounts, if any, calculated under Section 11.7.1 or 11.7.2 that are related to Work of the Subcontractor for which
the Architect has withheld or nullified, in whole or in part, a certificate of payment for a cause that is the fault of the Subcontractor.

§ 11.7.5 Acceptance of a payment by Subcontractor shall constitute a waiver of any and all claims by Subcontractor against
Contractor for extra compensation which exists at the time of acceptance of the payment, except those claims otherwise previously
made in writing by Subcontractor in accordance with the terms of this Agreement.

§ 11.8 Upon the partial or entire disapproval by the Contractor of the Subcontractor’s application for payment and/or Vendor
Certification, the Contractor shall provide written notice to the Subcontractor. When the basis for the disapproval has been
remedied, the Subcontractor shall be paid the amounts withheld.

§ 11.8.1 Subcontractor agrees that Contractor may withhold or deduct from any sums due Subcontractor under the Contractor for
claims, damages, back-charges or other offsets that Contractor may have against Subcontractor on any other Contract or Project.

§ 11.9 Substantial Completion

§ 11.9.1 When the Subcontractor’s Work or a designated portion thereof is substantially complete and in accordance with the
requirements of the Prime Contract, the Contractor shall, upon application by the Subcontractor, make prompt application for
payment for such Work. Within 30 days following issuance by the Architect of the certificate for payment covering such
substantially completed Work, the Contractor shall, to the full extent allowed in the Prime Contract, make payment to the
Subcontractor, deducting any portion of the funds for the Subcontractor’s Work withheld in accordance with the certificate to cover
costs of items to be completed or corrected by the Subcontractor. Such payment to the Subcontractor shall be the entire unpaid
balance of the Subcontract Sum if a full release of retainage is allowed under the Prime Contract for the Subcontractor’s Work prior
to the completion of the entire Project. If the Prime Contract does not allow for a full release of retainage, then such payment shall
be an amount which, when added to previous payments to the Subcontractor, will reduce the retainage on the Subcontractor’s
substantially completed Work to the same percentage of retainage as that on the Contractor’s Work covered by the certificate.

ARTICLE 12 FINAL PAYMENT

§ 12.1 Final payment, constituting the entire unpaid balance of the Subcontract Sum, shall be made by the Contractor to the
Subcontractor when the Subcontractor’s Work is fully performed in accordance with the requirements of the Subcontract
Documents, the Architect has issued a certificate for payment covering the Subcontractor’s completed Work and the Contractor has
received payment from the Owner. If, for any cause which is not the fault of the Subcontractor, a certificate for payment is not
issued or the Contractor does not receive timely payment or does not pay the Subcontractor within ten (10) days after receipt of
payment from the Owner, final payment to the Subcontractor shall be made upon demand. Payment by Owner to Contractor is a
condition precedent to payment by Contractor to Subcontractor unless the failure to receive payment is solely caused by the failures
of Contractor. Contractor’s surety, if any, shall have the benefit of this provision relative to the obligations of the surety under its
surety bond. Final retention will be released and shall not become due to Subcontractor until acceptance of the Project by the
Owner and release of the final retention by the Owner for the Subcontractor’s Work.

§ 12.1.1 Contractor’s FINAL Lien Waiver must be used on the final billing of a Subcontract. The Payment amount on the Final
Lien Waiver must equal the Total and Final amount of the Subcontract.

§ 12.2 Before issuance of the final payment, the Subcontractor, if required, shall submit evidence satisfactory to the Contractor that
all payrolls, bills for materials and equipment, and all known indebtedness connected with the Subcontractor’s Work have been
satisfied. Acceptance of final payment by the Subcontractor shall constitute a waiver of claims by the Subcontractor, except those
previously made in writing and identified by the Subcontractor as unsettled at the time of final application for payment.

§ 12.3 Contractor, in its sole discretion, shall have the right, but not the obligation, to make payment to Subcontractor and its sub-
subcontractors and material suppliers by the issuance of a joint check to Subcontractor and its sub-subcontractor and/or material
supplier to satisfy any debts for furnishing of labor, material, equipment and supplies to the Project.

§ 12.4 Contractor shall have the right to withhold and setoff or recoup from Subcontractor’s progress payments or final payment, or
any portion thereof, sufficient funds to compensate Contractor for:
.1 Any liquidated damages withheld by Owner from payment to Contractor due to Subcontractor caused delays in the
progress of the progress of the Work or default of Subcontractor under the Subcontract.
.2 Actual cost to Contractor incurred as a result of Subcontractor’s failure to adhere to the schedule including, but not
limited to, the cost of additional workmen and materials made necessary by Subcontractor’s failures.

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 .3 Such sum as Contractor determines is necessary to protect Contractor for loss as a result of default by Subcontractor (or
a good faith belief of potential default by Subcontractor) under the Subcontract; including the filing or probable filing of
mechanic’s liens and/or bond claims by any sub-subcontractor and/or material supplier of Subcontractor.
.4 Any sum due Subcontractor by Contractor on any other project for which Subcontractor has performed work under an
agreement with Contractor.
.5 Failure of Subcontractor to file with Contractor required insurance certificates and surety bonds.

ARTICLE 13 INSURANCE AND BONDS – SEE EXHIBIT “A” – INSURANCE REQUIREMENTS

§ 13.1 The Subcontractor shall purchase and maintain insurance of the following types of coverage and limits of liability:
Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of
commencement of the Subcontractor's Work until date of final payment and termination of any coverage required to be
maintained after final payment to the Subcontractor.

All insurance and bond requirements are per Rider to Subcontract attached hereto and incorporated herewith or as required in the
Contract Documents. Any conflict between this Agreement and the Contract Documents between Owner and Contractor shall be
resolved by the application of the more stringent requirement.

§ 13.2 Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from the date of
commencement of the Subcontractor’s Work until the date of final payment and termination of any coverage required to be
maintained after final payment to the Subcontractor, and, with respect to the Subcontractor’s completed operations coverage, until
the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as
specified in the Prime Contract.

§ 13.3 Certificates of insurance acceptable to the Contractor shall be filed with the Contractor prior to commencement of the
Subcontractor’s Work. These certificates and the insurance policies required by this Article 13 shall contain a provision that
coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has
been given to the Contractor. If any of the foregoing insurance coverages are required to remain in force after final payment and
are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final
application for payment as required in Article 12. If any information concerning reduction of coverage is not furnished by the
insurer, it shall be furnished by the Subcontractor with reasonable promptness according to the Subcontractor’s information and
belief. The Certificate of Insurance shall include requirements outlined on the Attached Exhibit A - Insurance requirements.

§ 13.4 The Subcontractor shall cause the commercial liability coverage required by the Subcontract Documents to include: (1) the
Contractor, the Owner, the Architect and the Architect’s consultants as additional insureds for claims caused in whole or in part by
the Subcontractor’s negligent acts or omissions during the Subcontractor’s operations; and (2) the Contractor as an additional
insured for claims caused in whole or in part by the Subcontractor’s negligent acts or omissions during the Subcontractor’s
completed operations.

§ 13.5 The Contractor shall furnish to the Subcontractor satisfactory evidence of insurance required of the Contractor under the
Prime Contract.

§ 13.6 The Contractor shall promptly, upon request of the Subcontractor, furnish a copy or permit a copy to be made of any bond
covering payment of obligations arising under the Subcontract.

§ 13.7 Performance Bond and Payment Bond: For specifics as it relates to this contract: SEE EXHIBIT”B”

§ 13.8 PROPERTY INSURANCE

§ 13.8.1 When requested in writing, the Contractor shall provide the Subcontractor with copies of the property and equipment
policies in effect for the Project. The Contractor shall notify the Subcontractor if the required property insurance policies are not in
effect.

§ 13.8.2 If the required property insurance is not in effect for the full value of the Subcontractor’s Work, then the Subcontractor
shall purchase insurance for the value of the Subcontractor’s Work, and the Subcontractor shall be reimbursed for the cost of the
insurance by an adjustment in the Subcontract Sum.

§ 13.8.3 Property insurance for the Subcontractor’s materials and equipment required for the Subcontractor’s Work, stored off site
or in transit and not covered by the Project property insurance, shall be paid for through the application for payment process at no
additional cost to Construct Solutions, Inc.

§ 13.9 WAIVERS OF SUBROGATION

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The Contractor and Subcontractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents
and employees, each of the other, and (2) the Owner, the Architect, the Architect’s consultants, separate contractors, and any of
their subcontractors, sub-subcontractors, agents and employees for damages caused by fire or other causes of loss to the extent
covered by property insurance provided under the Prime Contract or other property insurance applicable to the Work, except such
rights as they may have to proceeds of such insurance held by the Owner as a fiduciary. The Subcontractor shall require of the
Subcontractor’s Sub-subcontractors, agents and employees, by appropriate agreements, written where legally required for validity,
similar waivers in favor of the parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or
otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise
have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or
not the person or entity had an insurable interest in the property damaged.

ARTICLE 14 TEMPORARY FACILITIES AND WORKING CONDITIONS

§ 14.1 The Contractor shall furnish and make available to the Subcontractor the following temporary facilities, equipment and
services; these shall be furnished at no cost to the Subcontractor unless otherwise indicated below:
Porta Let

§ 14.2 Specific working conditions: Working hours: Contractor will be working normal working hours as established by the
Project Superintendent or Owner:
Hours of Work:
7:00 AM - 7:00 PM
1. Overtime:
a. If Subcontractor wants to work overtime (working hours other than stated above), they must pay for Contractor
Supervision.
b. Subcontractor will be required to work on the weekend and pay for Contractor Supervision if they have fallen
behind the Schedule due to their lack of Performance.
2. Weekend Work (CONTRACTOR’S POLICY IS NOT TO WORK)
a. If Subcontractor wants to work weekends (working hours other than stated above) they must pay for Contractor
Supervision.
b. Subcontractor will be required to work on the weekend and pay for Contrator Supervision if they have fallen
behind the Schedule due to their lack of Performance.
NOTE: Subcontractors are required to provide Contractor Supervision with forty-eight (48) hour notification prior to any
OT/weekend work being allowed. If Subcontractor schedules overtime/weekend work and fails to show they will be charged for
eight (8) hours of the Contractor’s Supervisor.
SEE SECTION §4.3.5 for Additional Site Specific Conditions.

ARTICLE 15 MISCELLANEOUS PROVISIONS

§ 15.1 Where reference is made in this Subcontract to a provision of another Subcontract Document, the reference refers to that
provision as amended or supplemented by other provisions of the Subcontract Documents.

§ 15.2 Payments due and unpaid under this Subcontract shall bear interest from the date payment is due at such rate as the parties
may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is
located.
(Insert rate of interest agreed upon, if any.)
Zero percent (0%) per annum
§ 15.3 Retainage and any reduction thereto is as follows:
Ten percent (10%) retainage for duration of the project, or until Owner releases retainage for Subcontractor(s)
Retainage Amount as outlined to be withheld throughout the project.
a. Assessed at Time of Billing
b. Released after Contractor’s Retainage is Released
§ 15.4 The Contractor and Subcontractor waive claims against each other for consequential damages arising out of or relating to this
Subcontract, including without limitation, any consequential damages due to either party’s termination in accordance with Article
7.

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§ 15.5 Prevailing/Common Wage Project Requirements:
a. Certified Schedule of Wages
b. Wage Scale to be Posted on the Project
c. Certified Payroll may be Requested by the Owner at any time

§ 15.6 This Contract shall be construed pursuant to the Laws of Indiana and all parties to this Contract agree that any dispute
relating to this Contract must be litigated in Marion County, in the State of Indiana

§ 15.7 The Subcontractor warrants that all material installed by the Subcontractor or their Subcontractors is free of asbestos and
will remediate the Materials at their own expense should the materials be found to contain asbestos.

§ 15.8 Subcontractor hereby waives all claims to consequential damages or damages from delays.

ARTICLE 16 ENUMERATION OF SUBCONTRACT DOCUMENTS

§ 16.1 The Subcontract Documents, except for Modifications issued after execution of this Subcontract are enumerated in the
sections below.

§ 16.1.1 The Prime Contract, consisting of the Agreement between the Owner and Contractor dated as first entered above and the
other Contract Documents enumerated in the Owner-Contractor Agreement. This executed AIA Document A401–2007, Standard
Form of Agreement between Contractor and Subcontractor.

§ 16.1.2 The following Modifications to the Prime Contract, if any, issued subsequent to the execution of the Owner- Contractor
Agreement but prior to the execution of this Agreement:
Other Documents, if any, Forming Part of the Subcontract Documents are as follow:
Kemna Restoration and Construction, Inc. proposal dated June 27, 2014
Exhibit A.
Exhibit B.

Both parties have read and understand this Contract. This Contract constitutes the entire Contract Agreement and supersedes all
prior proposal and/or agreements. The Contractor assumes no responsibility of representation made by any other persons during or
prior to the execution of this Contract unless such understanding or representations are expressly stated herein. No provision of this
Contract may be Waived or Changed except in writing by an Executive Officer of the Contractor.

This Agreement entered into as of the day and year first written on Page One of this document.

CONTRACTOR SUBCONTRACTOR

___________________________________________
CONTRACTOR (Signature) SUBCONTRACTOR (Signature)

_______________________________________
(Printed name and title) (Printed name and title) 22