Dear Subcontractor, Please find enclosed the following items for your review and acceptance:

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1 Dear Subcontractor, Savant Construction is in the process of updating our current data base of subcontractors. Our goal is to verify that all subcontractors providing bids have the ability to meet all required qualifications prior to providing any Bid Submittals. To this end, we are providing a package of documents for your review and acceptance. The enclosed information will be required from all subcontractors whether or not your company has previously provided services to Savant Construction and is required regardless of contract monetary value. Please find enclosed the following items for your review and acceptance: A sample of Savant Construction s standard subcontract agreement to be used with all subcontractors A sample of Savant Construction s standard Letter of Intent A list of all mandatory insurance requirements and sample certificate o A copy of your certificate of insurance is required Immigration Reform and Control Act Letter of Compliance Subcontractor Letter of Acceptance / Compliance Prior to being considered to work for Savant Construction as a subcontractor, your company must sign and return the following items. Current W-9 Copy of your Contractor s License Certificate of Insurance (must include required endorsements) Copy of your company IIPP (Injury & Illness Prevention Program) Signed pages 11 & 12 of this packet Upon receipt of the items, your company will then be added to the list of pre-qualified subcontractors. Once you have been notified that one of your bids has been approved, we will provide a letter of intent as well as instructions on how to proceed. Thank you and we look forward to working with you on future projects. Sincerely Savant Construction, Inc. 1

2 SUBCONTRACT AGREEMENT This Agreement is made this XXXX day of XXXX, XXXX between SAVANT CONSTRUCTION INC. (Contractor) and XXXXXXXXXXXXXXXXXXXXXXXXX (Subcontractor). The work described in Section 1 below shall be performed in accordance with the prime contract between SAVANT CONSTRUCTION INC. And XXXXXXXXXXXXXXXXXX (Owner), financed by XXXXXXXXXXXXXXXXXXX and in accordance with all plans, specifications and other contract documents attached to or incorporated into the prime contract for the project known as XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX. Standard Savant Exhibits that will be included in every subcontract issued are Trash Exhibit and Osha Notice and Acknowledgement. SECTION 1. SCOPE. Subcontractor agrees to furnish all labor, materials, equipment and other facilities required to complete the following work: SPEC - $0.00 SECTION 2. PRICE. Contractor agrees to pay subcontractor for the strict performance of his work, the sum of: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX DOLLARS AND 00/100 ($ 00,000.00) subject to adjustments for changes in the work as may be directed in writing by Contractor. Payment shall be made in progress payments, less retention, based on a percent of labor and material which have been incorporated into the work of improvement; progress payments to Subcontractor shall be made only with sums received by Contractor from Owner for work performed by Subcontractor as reflected in Contractor's applications for payment. Final payment of the Sample balance owed to Subcontractor shall be due fourteen days after receipt by Contractor of final payment from Owner for Subcontractor's work. Subcontractor agrees to furnish, if and when required by Contractor, payroll affidavits, receipts, vouchers, notarized releases of claims for labor, material and from his subcontractors, in form satisfactory to Contractor, prior to receipt of any payment. Contractor may, at its option, make any payment or portion thereof by joint check payable to Subcontractor and any of its subcontractors, suppliers and/or material men. SECTION 3. ENTIRE AGREEMENT. This Agreement represents the entire agreement between Contractor and the Subcontractor and supersedes any prior written or oral representations. Subcontractor and his subcontractors are bound by the prime contract and any contract documents incorporated therein insofar as they relate in any way, directly or indirectly, to the work covered by this Agreement. SECTION 4. TIME/CONSTRUCTION SCHEDULE. Time is of the essence of this Agreement. Subcontractor shall provide Contractor with scheduling information in a form acceptable to Contractor and shall conform to Contractor's schedule (EXHIBIT N/A), including any changes made by Contractor in the scheduling of work. Subcontractor shall coordinate its work with that of all other contractors, subcontractors and suppliers so as not to delay or damage their performance. SECTION 5. CLEAN UP. Subcontractor shall provide all necessary labor and disposal services required to keep their work area broom clean and free of trash and debris daily. Should subcontractor fail to perform this portion of the agreement, after written notice from contractor, contractor shall have the right to correct said deficiencies and charge the cost thereof to subcontractor. SECTION 6. DELAY. In the event that Subcontractor's work is delayed for any reason, including acts of the Contractor, Subcontractor's sole remedy shall be an extension of time equal to the period of delay, provided Subcontractor has given Contractor written notice of the commencement of delay within 48 hours of its occurrence. In the event that Contractor, in its sole discretion, should seek compensation from the Owner as a result of any delay, Subcontractor shall be entitled to any equitable portion of any amount recovered by Contractor, minus an aliquot share of the cost of pursuing said claim. This provision shall not be construed to require the Contractor to pursue any delay claim against the Owner or any other party. 2

3 SECTION 7. CHANGES IN WORK. Subcontractor shall make no changes in the work covered by this Agreement without written direction from the Contractor. Subcontractor shall not be compensated for any change which is made without such written direction. No changes in the work covered by this Agreement shall exonerate any surety of any bond given in connection with this Agreement. SECTION 8. CLAIMS. If any dispute shall arise between Contractor and Subcontractor regarding performance of the work, or any alleged change in the work, Subcontractor shall timely perform the disputed work and shall give written notice of a claim for additional compensation for the work within ten (10) days after commencement of the disputed work. Subcontractor's failure to give written notice with the ten (10) day period constitutes an agreement by Subcontractor that it will receive no extra compensation for the disputed work. SECTION 9. INSPECTION AND PROTECTION OF WORK. Subcontractor shall make the work accessible at all reasonable times for inspection by the Contractor. Subcontractor shall, at the first opportunity, inspect all material and equipment delivered to the job site by others to be used or incorporated in the Subcontractor's work and give prompt notice of any defect therein. Subcontractor assumes full responsibility to protect the work done hereunder until final acceptance by the Architect, Owner, and Contractor. SECTION 10. LABOR RELATIONS. Subcontractor shall maintain labor relations policies in conformity with the directions of the Contractor and shall comply with those labor agreement(s) applicable to the work performed under this Agreement, to the extent required by the Contractor. If the Contractor is bound to any collective bargaining agreement(s) which require that the work performed under this Subcontract be performed pursuant to the terms and conditions of such agreement(s), Subcontractor shall perform such work in conformity with the terms and conditions of such agreement(s). SECTION 11. TERMINATION. (I)Should Subcontractor fail to rectify any contractual deficiencies, including failure to pay its creditors or staff the job with appropriate man power, Contractor shall have the right to take whatever steps he deems necessary to correct said deficiencies and charge the cost thereof to Subcontractor, who shall be liable for the full cost of Contractor's corrective action, including reasonable overhead, profit and attorneys' fees. (ii)contractor may at any time and for any reason terminate Subcontractor's services hereunder at Contractor's convenience; in the event of termination for convenience, Subcontractor shall recover only the actual cost of work completed to the date of termination plus ten percent (10%) of the actual cost of the work for overhead and profit. Subcontractor shall not be entitled to any claim or lien against Contractor or Owner for any additional compensation of damages in the event of such termination. Sample connection with Subcontractor s work performed for Contractor and any claims against Contractor or SECTION 12. INDEMNIFICATION. To the fullest extent permitted by law, Subcontractor shall defend and indemnify and hold harmless Contractor and Owner and their agents and employees from claims, demands, costs, attorney fees, causes of action and liabilities of every kind whatsoever arising out of or in its agents or employees by any employees of sub-contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them maybe liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for subcontractor under worker s compensation acts, disability benefit acts or other employee benefit acts. This defense and indemnity shall extend to claims occurring after this agreement is terminated as well as while it is in force. The defense indemnity shall apply regardless of any active and/or passive negligent act or omission of the Contractor, Architect, or Owner, or their agents or employees. The defense and indemnity set forth in this section shall not be limited by any insurance requirements, or by any other provision of this Agreement. All work done at a site or in preparing or delivering materials or equipment to the site shall be at the sole risk of Subcontractor until the work is accepted by contractor. SECTION 13. INSURANCE. Prior to commencement of any work, and until all obligations under this contract are fulfilled, subcontractor and any lower tier subcontractor shall, at its sole expense Maintain not less than the following coverage and limits of insurance which shall be maintained under forms of policies and from insurance companies satisfactory to owner. Insurance shall be placed with insurers with a A.M. Best Rating of not less than A-VII and insurers and must be licensed to do business in the jurisdiction in which the project is located. 1. Workers Compensation Insurance in compliance with applicable Federal and State Laws. A waiver Subrogation endorsement in favor of the general contractor and owner is required. 3

4 2. Employers Liability Insurance with a limit not less than $1,000,000 per accident or disease in the jurisdiction where you operate. 3. Commercial General Liability Insurance on an ISO occurrence form CG0001 or its equivalent with limits of insurance not less than: $1,000,000 Each occurrence $1,000,000 Personal & advertising injury $2,000,000 General aggregate $2,000,000 Products-completed operations aggregate Coverage shall include: - Per project general aggregate endorsement. - Explosion, collapse and underground coverage. - Coverage for claims arising out of subsidence or earth movement. 4. Automobile Liability Insurance with limits not less than $1,000,000 each accident and insuring liability Arising out of the ownership, maintenance or use of any owned, hired, borrowed or non-owned vehicles. 5. Pollution Liability Insurance is required for any environmental consulting or pollution remediation work, covering claims arising from the release or removal of any hazardous construction materials or pollutants. The limits of coverage shall not be less than $1,000,000 per occurrence. If contractor is responsible for transporting hazardous materials or waste, they will furnish evidence of Pollution Automobile Liability coverage in the form of a MCS 90 endorsement and the ISO form CA (Pollution Liability Broadened Coverage for Business Auto). 6. Professional Liability coverage is required if subcontractor or their consultants provide design/build services to the project. The Limits of liability shall not be less than $1,000,000 per claim, and if coverage is written a claims-made basis, shall be maintained for a minimum of 3 years following project completion. Renewal or replacement policies shall maintain a retroactive date that is prior to the start of this project and shall provide for an extended reporting period of not less than 12 months. Sample 9. Evidence of insurance on the above insurance requirements shall be provided on a Certificate of 7. Riggers Liability coverage is required if subcontractors work involves cranes or other rigging of property. Adequate limits of coverage will be provided to protect the full insurable replacement value for loss or damage to property being lifted, hoisted or rigged. 8. Installation floater coverage shall be maintained by all subcontractors to insure against loss or damage to their tools, equipment, temporary jobsite structures, jobsite materials stored offsite or in transit to the jobsite, and to their work at site. Liability Insurance (Accord form 25-s) providing not less than 30 days notice of cancellation by deleting endeavor to and but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives certificates of insurance, and required endorsements, shall be provided for 2 years following completion of the project. 10.Additional insured endorsement to the Commercial General Liability Policy is required and will name contractor and project owner as additional insured on ISO form CG (or its equivalent) and provide such insurance is primary coverage and any coverage carried by owner or contractor is excess insurance and will not contribute with this insurance. 11.Furnishing insurance certificates and additional endorsements to owners shall in no way limit or relieve subcontractor of their duties and responsibilities in this agreement. If higher limits or other forms of insurance are required by owner, contractor will immediately comply with such requirements. Subcontractor shall furnish certified copies of their insurance policies upon request from the owner. SECTION 14. CLAIMS RESOLUTION. Any claims resolution procedure incorporated in the prime contract shall be deemed incorporated in this Agreement, and shall apply to any disputes arising hereunder. In the absence of a claims resolution procedure in the prime contract, the parties hereto shall be obligated to submit any and all claims, except those which have been waived by the making or acceptance of final payments, to the binding arbitration which shall be in accordance with the applicable law in any court having jurisdiction. 4

5 SECTION 15. WARRANTY. Subcontractor warrants to Owner, Architect and Contractor that all materials and equipment furnished shall be new, free from faults and defects and of good quality. Subcontractor hereby warrants its work against all deficiencies and defects for the period required by the prime contract or the longest period permitted by the law of this State, whichever is less. SECTION 16. SPECIAL PROVISIONS: CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS STATE LICENSE BOARD. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR OF THE BOARD, WHOLE ADDRESS IS: Contractors State License Board, P. O. Box 26000, Sacramento, CA SECTION 17. DAMAGES CAUSED BY DELAYS: If Subcontractor should default in performance of the work described in Section 1 or should otherwise commit any act which causes delay to the prime contract work, Subcontractor shall be liable for all losses, costs, expenses, liabilities and damages, including consequential damages and liquidated damages, sustained by the Contractor, or for which Contractor may be liable to Owner or any other party because of the Subcontractor s default. SECTION 18. LENDER INFORMATION: Dated: Dated: CONTRACTOR SUBCONTRACTOR By: SAVANT CONSTRUCTION, INC Sample Print Name: XXXXXXXXXXXXX Print Name: By: XXXXXXXXXXXXXXXXXXXXXXXXXXX Address: PO Box 636 Address: XXXXXXXXXXXXXXXXXXXXX Chino, CA XXXXXXXXXXXXXXXXXXXX Contractor s License No Contractor s License No. XXXXXX 5

6 EXHIBIT Job Name TRASH DISPOSAL AND JOBSITE CLEAN UP POLICY: As outlined in the specifications and included in your subcontract agreement, all contractors are to provide the necessary labor and disposal services required to keep their work area broom clean and free of trash and debris daily. In an effort to simplify the coordination of this effort and control the costs for all parties, Savant will furnish dumpsters on our jobsite for subcontractors use and charge the cost of these services to each contractor as outlined below: CONCRETE: $ MASONRY: 2, STONE & PRECAST: STRUCTURAL STEEL: ROUGH CARPENTRY: ROOF STRUCTURE: FINISH CARPENTRY: INSULATION: ROOFING: Sample SHEET METAL: OVERHEAD DOORS: ALUM. STOREFRONT, GLASS & GLAZING: METAL STUD & DRYWALL: LATH & PLASTER: 2, CERAMIC, QUARRY TILE: ACOUSTIC CEILINGS: FRP & MARLITE: RESILIENT FLOORING, CARPET: PAINTING: FIRE PROTECTION: PLUMBING: HVAC: ELECTRICAL: 2, These prices were determined using a base cost of $ per dumpster. Demolition contractors are responsible for their own dumpsters and trash disposal services. Subcontractors will provide all labor necessary to dispose of debris daily. Should subcontractors fail to perform this work, Savant will furnish the necessary labor and back-charge the subcontractor. 6

7 Exhibit OSHA Notice and Acknowledgment for Savant Construction, Inc. (Savant) is increasingly aware of heightened OSHA activity on its jobsites. All Subcontractors should be aware of the potential for OSHA inspections and citations at all times as well. While some of the safety infractions cited may seem minor or insignificant, they still require much time and attention to address. All Subcontractors should be aware that as the General Contractor on the project, Savant may be considered under applicable law to be the Controlling Employer for safety purposes and therefore is frequently subject to the same citations issued to any Subcontractors. It is the policy of Savant that all citations with monetary fines issued to Savant will be back-charged to the responsible Subcontractor, in addition to any fines assessed directly to the Subcontractor. It is also Savant s policy that any legal costs incurred with Savant s choice of legal counsel to defend citations or mitigate fines issued to Savant will also be back-charged to the responsible Subcontractors. All Subcontractors should be aware that citations issued to Savant can impact future project awards to Savant and therefore to Subcontractors. It is Savant s expectation that all applicable safety policies be adhered to at all times by all Subcontractors on its jobsites. All Subcontractors should re-double their efforts to train and equip their employees to operate at the highest level of safety possible, which means all Subcontractors should be fully trained in the safety issues that affect their scope of work particularly. The proper use of safety caps for exposed rebar Sample and concrete forming stakes, as well as the proper use of high reach lifts, are two topics for special attention, based on recent citation experiences. As an acknowledgment and acceptance of these policies, Savant requires that the Safety Director and a Corporate Officer/Company Owner sign and date this subcontract attachment. Subcontractor Name Safety Director Print and Sign Name Date Corporate Officer or Company Owner - Print and Sign Name Date Title 7

8 RE: Letter of Intent Dear Subcontractor, Thank you for your proposal. I am pleased to inform you that your proposal has been accepted pending review or your city business license, contractor s license and certificate of insurance. Once these are verified and we have a certificate of insurance that meets Savant s requirements in place, a subcontract agreement will be sent to you. This letter serves as your notice to proceed pending our review and receipt of the above. Please send us copies of your city business license, contractor s license and certificate of insurance immediately. Also, please send us 6 sets of submittals and/or shop drawings (if required) before the start of the job. You are not authorized to order materials or enter the jobsite until this information is received and accepted in writing by Savant. If you have any questions regarding these requirements, please contact our office. Please provide us with a list of contacts for your company that includes cell phone numbers and e mail addresses for the job foreman and all employees working on this project. Sincerely, SAVANT CONSTRUCTION, INC. Project Manager 8

9 Savant Construction Insurance Requirements Prior to commencement of any work, and until all obligations under this contract are fulfilled, subcontractor and any lower tier subcontractor shall, at its sole expense maintain not less than the following coverage and limits of insurance which shall be maintained under forms of policies and from insurance companies satisfactory to owner. Insurance shall be placed with insurers with an A.M. Best rating of not less than A-VII and insurers and must be licensed to do business in the jurisdiction in which the project is located. 1. Workers Compensation Insurance in compliance with applicable Federal and State Laws. A waiver of subrogation endorsement in favor of the general contractors and owner is required. 2. Employers Liability Insurance with a limit not less than $1,000,000 per accident or disease in the jurisdiction where you operate. 3. Commercial General Liability Insurance on an ISO occurrence form CG0001 or its equivalent with limits of insurance not less than: $1,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $2,000,000 General Aggregate $2,000,000 Products Completed Operations Aggregate Coverage Shall Include: Per project general aggregate endorsement Explosion, collapse and underground coverage Coverage for claims arising out of subsidence or earth movement 4. Automobile Liability Insurance with limits not less than $1,000,000 each accident and insuring liability arising out of the ownership, maintenance or use of any owned, hired, borrowed or non-owned vehicles. 5. Pollution Liability Insurance is required for any environmental consulting or pollution remediation work, covering claims arising from the release or removal of any hazardous construction material or pollutants. The limits of coverage shall not be less than $1,000,000 per occurrence. If contractor is responsible for transporting hazardous materials or waste, they will furnish evidence of Pollution Automobile Liability coverage in the form of a MCS 90 endorsement and the ISO form CA (Pollution Liability Broadened Coverage for Business Auto). 6. Professional Liability coverage is required if subcontractor or their consultants provide design/build services to the project. The limits of liability shall not be less than $1,000,000 per claim, and if coverage is written a claims-made basis, shall be maintained for a minimum of 3 years following project completion. Renewal or replacement policies shall maintain a retroactive date that is prior to the start of this project and shall provide for an extended reporting period of not let less than 12 months. 7. Riggers Liability coverage is required if subcontractors work involves cranes or other rigging of property. Adequate limits of coverage will be provided to protect the full insurable replacement value for loss or damage to property being lifted, hoisted or rigged. 8. Installation floater coverage shall be maintained by all subcontractors to insure against loss or damage to their tools, equipment, temporary jobsite structures, jobsite, materials stored offsite or in transit to jobsite, and to their work at site. 9. Evidence of insurance on the above insurance requirements shall be provided on a Certificate of Liability Insurance (Accord form 25-s) providing not less than 30 days notice of cancellation by deleting endeavor to and but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives certificates of insurance, and required endorsements, shall be provided for 2 years following completion of the project. 10. Additional insured endorsement to the Commercial General Liability Policy is required and will name contractor and project owner as additional insured on ISO form CG (or its equivalent) and provide such insurance is primary coverage and any coverage carried by owner or contractor is excess insurance and will not contribute with this insurance. 11. Furnishing insurance certificates and additional endorsements to owners shall in no way limit or relieve subcontractor of their duties and responsibilities in this agreement. If higher limits or other forms of insurance are required by owner, contractor will immediately comply with such requirements. Subcontractor shall furnish certified copies of their insurance policies upon request from the owner. 12. Please see attached sample certificate and endorsements. 9

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11 Subcontractors Certification of Employees Authorization to Work in the United States In compliance with the Immigration Reform and Control Act of 1986 ( IRCA ), Savant is committed to entering into agreements with subcontractors who employ only those individuals that are authorized to live and work in the United States. Therefore, we require you certify that the Employment Eligibility Verification process has been completed and that your employees on this project are eligible to live and work in the United States. I certify that the verification process has been complied with and all employee documents are genuine and accurate. Signature Printed Name Title Company 11

12 Letter of Acceptance After reviewing the items listed below please initial to acknowledge that you have read, understand and accept the terms set forth in this packet. - Subcontract Agreement and Standard Exhibits Sample - Letter of Intent Sample - Insurance Requirements & Sample Certificate - Certificate of Insurance naming Savant Construction as additional insured - Immigration Reform and Control Act verification - Proposals are to include acknowledgement that subcontractor is in compliance with Bidders Requirements on Savant Construction s web site. Please sign this form to indicate acceptance and compliance with items listed above and send back to Savant along with a Certificate of Insurance listing Savant Construction, Inc., Mountain Avenue, Chino, CA as additional insured for all operations. Company Name Signature & Date Name & Title 12