09 10 16 - Master Subcontract Exhibits v6.05

n d
9 Northeast 2
Delray Beach FL 33444
Street
GENERAL
ph 561 272 6350 fx 561 272 7440 CONDITIONS OF
SUBCONTRACT
EXHIBIT 1
THE CONTRACTOR AND SUBCONTRACTOR AGREE AS SET FORTH BELOW:
1. Definitions:
a Agreement shall mean the Subcontract Agreement and all exhibits thereto.
b Contract Documents shall mean the Agreement between Contractor and Owner to perform work.
c Contractor and Construction Manager shall mean BSA Corporation.
d Subcontractor shall mean the party who inters into this Agreement with Contractor.
e Owner shall refer to the entity which Contractor has entered into a Contract Document to perform work a portion of which is being subcontracted to Subcontractor
pursuant to this Agreement and Additional Change Orders.
f work shall mean the construction and services required by the Contract Documents to fulfill the Contractors obligations to the Owner under the Contractors contract
with the Owner.
g Work shall mean the construction and services required by the Contract Documents .that relates to all labor, equipment, materials and services provided by the
Subcontractor to complete the work pursuant to this Agreement.
h Change Order shall mean the form, which shall be used to modify the Work to be performed by Subcontractor pursuant to this Agreement.
2. Subcontractors Work:
a Subcontractor warrants and represents to the Contractor that (a) it is fully qualified and licensed to perform this Agreement and has significant experience in the scope of
and type of work set forth in this Agreement, (b) prior to execution of this Agreement it has by its own independent investigation determined, ascertained, and verified (i)
the complete scope of the Work required by this Agreement, (ii) the conditions, both existing and as scheduled (including demolition work) involved in performing the
Work, (iii) the obligations of the Subcontractor under the Agreement and the Contract Documents, and (iv) all information furnished by the Owner, the Architect, the
Contractor, or others, satisfying itself as to the correctness and accuracy of that information. The Subcontractor shall review the drawings for any errors and/or conflicts;
if a conflict exists, the Subcontractor shall inform Contractor prior to commencement of Work or construction. The Subcontractor agrees that it waives any right to, and
shall seek no claim for extra labor, material, or equipment to provide a complete and workmanlike installation of the Work in accordance with the intent of the scope of
the Work. Minor details not usually shown or specified, but necessary for the proper and acceptable construction, installation or operation of any part of the
Subcontractors Work shall be included as if it were specified or indicated on the Contract Documents. Any failure by Subcontractor to independently investigate and
become fully informed of the scope of the Work, the conditions of the jobsite, and the completeness of the Contract Documents shall not relieve Subcontractor from its
responsibilities hereunder.
b The Subcontractor shall perform all work and shall furnish all labor, materials, equipment, supervision and permits and all other things necessary for the construction and
completion of the Work as described in the Agreement
c The Subcontractors Work shall be performed to the satisfaction of the Contractor and Owner and in strict accordance with the terms of this Agreement.
d The execution of this Agreement constitutes an authorization for the Subcontractor to perform work.
e The Effective date of this Agreement shall be the date which Subcontractor commenced Work, or the date of the Agreement, whichever is earlier.
f This Agreement and Change Orders described herein contain the entire Agreement between the parties hereto with respect to the matters covered herein. No other
Agreements, representations, warranties, or other matters, oral or written, shall be deemed to bind the parties hereto.
g Subcontractor shall at all times supply adequate tools, appliances, equipment, a sufficient number of properly qualified workers and a sufficient amount of materials and
supplies of proper quality and quantity to prosecute the Work efficiently and promptly and as may be required for a complete and functional completion and installation of
the Work. The dimensions given on the drawings and specifications are an approximation only and the Subcontractor shall take such measures as will insure the proper
matching and fitting of the work covered by this Agreement.
h Subcontractor shall promptly pay for all materials purchased and labor engaged, and all expenses related to its subcontractors, employees and other workers in
connection with the Work. At Contractors request, Subcontractor shall, within 48 hours, furnish satisfactory accounting to Contractor evidencing this requirement.
i Subject to the limitations of other provisions of this Agreement, Subcontractor shall make all claims to the Contractor in the manner provided in the Contract Documents
for like claims by the Contractor upon the Owner, except that the time for making claims for extra cost shall be three (3) days from the first event or occurrence giving
rise to said claim.
j Subcontractor shall provide all required layout of Work under this Agreement.
k Subcontractor shall provide sufficient safe and proper facilities at all times for the inspection of the Work by Owner, Contractor, or Architect and, upon notice by
Contractor, shall promptly remove all portions of the Work which the Owner, Contractor, or Architect shall condemn as unsound or improper or as failing to conform in
any way to the Contract Documents, and shall make good all such Work condemned and all other work damaged or destroyed in removing or making good such
condemned Work.
l Prior to commencing each portion of its Work, Subcontractor shall inspect all existing conditions, including but not limited to substrate conditions, and further including
surfaces and finishes to or adjacent to which Subcontractor's materials are to be installed. Unless Subcontractor objects in writing to the condition of such existing
conditions, including substrate conditions, prior to commencing the applicable portion of the Work, Subcontractor shall be deemed to have accepted all such conditions
as being suitable and ready to accept Subcontractor's Work. If it is later determined that substrate is not acceptable for any reason thereby requiring remedial work to
be done to the substrate and affecting Work under this Agreement, Subcontractor shall provide remedial work of any components installed under this Agreement as
required at no additional cost to the Contractor.
m Subcontractor shall take all precautions to protect all existing surfaces from damage and staining. Subcontractor shall assume all costs associated with the
repair/replacement of any existing surfaces due to its failure to adequately protect all adjacent work, whether new or existing, during the performance of the Work under
this Agreement. Subcontractor shall be responsible for protection of the Work and materials stored or in-place until final acceptance by Owner.
n Subcontractor shall protect all materials and equipment to be installed in or as part of the Work from the weather and moisture. Materials and equipment that have
become wet or exposed to excessive moisture shall not be incorporated into the Work and shall be replaced with dry materials and equipment, or shall be removed from
the Work if already installed and replaced. Subcontractor shall be responsible and liable for the cost of removal and remediation of any microbial contamination that may
result from the incorporation of materials or equipment that may have been exposed to moisture or for portions of the Work not properly or timely dried in and protected
by the Subcontractor.
o Subcontractor shall deliver to Contractor copies of shop drawings, cuts, samples, and material lists required by Contractor or the Contract Documents and in accordance
with the Contract Documents within sufficient time so as not to delay performance of the Project or within sufficient time for Contractor to submit and process the same
within the time stated in the Contract Documents, whichever is earlier. Contractors review of shop drawings, cuts, samples, and material lists is only for the convenience
of the Contractor and Owner in following the Work, and shall not relieve the Subcontractor from responsibility and liability for any deviation from the requirements of the
Contract Documents and applicable statutes, codes and ordinances. Contractors review shall not be construed as a complete check nor shall it relieve the
Subcontractor from responsibility for errors of any sort in shop drawings, cuts, samples and material lists or from the necessity of furnishing any Work required by the
Contract Documents which may have been omitted from the shop drawings, cuts, samples or material lists.
p Subcontractor has read and is thoroughly familiar with the Contract Documents and agrees to be bound to Contractor by the terms of the Contract Documents in so far
as they relate in any part or in any way to the Work and to assume toward Contractor, in connection with the Work, all of the obligations, responsibilities, conditions and
limitations which Contractor by those documents assumes towards Owner or any other party, such obligations, responsibilities, conditions and limitations being
expressly incorporated herein.
q Subcontractor agrees to be responsible to secure, safeguard and protect its equipment, materials, tools, supplies, and operations from damage or theft at the job site
and shall hold harmless the Contractor for any loss or damages thereof.
r Subcontractor shall provide a qualified management representative at Construction Progress Meetings, held from time to time as determined by Contractor.
SUBCONTRACTOR INITIALS ___________
V06.05 master PAGE 1 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

3. Payment:
a The Contractor shall pay the Subcontractor for performance of the Work, subject to additions and deductions as set forth in authorized Change Orders, the total sum
indicated by this Agreement.
b Providing progress of the Work has been satisfactory and payments for labor used and material purchased by Subcontractor have been made, partial payments shall be
due Subcontractor in the amount of 90% of the Work in place, which Work has been approved by Contractor and Owner, and for which payment has been made to
Contractor by Owner, unless more stringent provisions apply in the Contractors contract with the Owner, in which case, such provisions shall apply. Subject to the
forgoing, partial payments shall also be due Subcontractor in the amount of 90% of stored materials which have been approved by Contractor and Owner and for which
payment has been made by Owner to Contractor.
c If requested by the Contractor, for the purpose of determining partial payments, Subcontractor shall submit a schedule of values of the total Work (showing the amount
included therein in each principal category of Work) to Contractor for acceptance within seven (7) days of the date of this Agreement. In the event the Contractor does
not accept said schedule of values or Subcontractor fails to provide a schedule of values acceptable to the Contractor, the Contractor shall establish a reasonable
schedule of values, which, subject to provisions of the Contractors contract with the Owner, shall serve as the basis for partial payments.
d Partial payments will be based on accepted Applications for Payment from Subcontractor submitted according to the Schedule of Values. No partial payment made
under this Agreement shall be considered an acceptance of the Work, in whole or in part.
e Subcontractor shall insure that all lower tier subcontractors, employees and suppliers, at all time, are paid all amounts due in connection with this Agreement.
Contractor shall have the right to withhold any payments until Subcontractor submits evidence satisfactory to the Contractor, the Owner and the Owners construction
lender, if applicable, that all amounts owed in connection with performance of this Agreement have been paid. Further, Subcontractor agrees that Contractor may pay
all persons who have not been paid the monies due them in connection with this Agreement whether or not a lien has been filed and Subcontractor shall, to the extent
Contractor has not recovered said amounts pursuant to withholding, pay said amounts to Contractor upon demand. The Contractor reserves the right, but not the
obligation, to issue checks made payable jointly to the Subcontractor and any sub-subcontractor or supplier, such being deemed a payment to the Subcontractor
hereunder, and such being made solely for the benefit of the Contractor and not for the benefit of any other party or person.
f All material and work covered by partial payments shall become the property of Contractor or, if the Contract Documents so provide, the property of Owner; however,
this provision shall not relieve the Subcontractor from the sole responsibility and liability for all Work and materials upon which payments have been made until final
acceptance thereof by Owner.
g Progress payments shall be made in exchange by Subcontractor for (i) releases of lien duly executed by Subcontractor, all subcontractors of Subcontractor, all suppliers
of materials to Subcontractor and all other persons or firms supplying labor and materials in connection with the Work, and (ii) contractors affidavits as described in
Section 713.06, Florida Statutes.
h No payment made under this Agreement shall be construed to be an acceptance of (a) work not performed by Subcontractor in accordance with the terms of this
Agreement, (b) defective or non-conforming work, or (c) improper materials, nor shall any payment be construed to be a waiver by Contractor to have any such defective
work or improper materials corrected.
i Final payment shall be made after completion of the Work and written acceptance thereof by the Architect, and full payment therefore by Owner, provided Subcontractor
has furnished evidence, if requested, that all claims for labor and materials have been paid, and provided further that Subcontractor has complied with all of the
provisions of this Agreement.
j As a material inducement to the Contractor to enter into this Agreement, and notwithstanding any provisions to the contrary set forth herein or in the Contract
Documents, the Subcontractor expressly agrees that (a) the Contractor is only obligated to make payments to the Subcontractor when and if the Contractor is paid by
the Owner in cleared and collected funds, and (b) the sole source of funds for the Work are payments to be made by the Owner. The Subcontractor specifically
acknowledges and agrees that the contract between the Owner and the Contractor may condition payment by the Owner for the Project upon funding of its construction
loan and may require that the Contractor comply with certain funding procedures and requirements, pursuant to the loan documents executed or delivered in connection
therewith (Loan Documents). The Subcontractor shall also comply with such funding procedures and the Contractors obligation to pay the Subcontractor hereunder is
also expressly conditioned upon funding of such construction loan. The Subcontractor waives any and all right to payment under this Agreement unless and until
the Contractor has actually received payment for the Work.
4. Subcontractors Liability:
a Subcontractor hereby assumes the entire responsibility and liability for all Work, supervision, labor, and materials provided hereunder, whether or not erected in place
and for all plant, scaffolding, tools, equipment supplies and other things provided by Subcontractor until final acceptance of the Work by Owner and Contractor.
b Subcontractor shall be liable to Contractor for all reasonable costs Contractor incurs arising out of Subcontractors failure to perform this Agreement in accordance with
its terms. Subcontractors failure to perform shall include the failure of its supplier(s) and/or lower-tier Subcontractors to perform. Subcontractors liability shall include,
but shall not be limited to (1) damages and other delay costs payable by Contractor to Owner; (2) Contractors increased costs of performance of the work; (3) warranty
and rework costs; (4) liability to third parties; (5) excess costs; and (6) attorneys fees and related costs.
c If, as a result, in whole or in part, of negligence (or other act for which there is legal liability) of Subcontractor, his employees, agents of lower-tier Subcontractors, any
person (including employees of Subcontractor) suffers injury or death or any property is damaged, lost or destroyed, Subcontractor assumes the liability therefore, shall
(at Contractors option) defend any action, and shall pay all costs including attorney fees and satisfy any judgments entered against Contractor, and agrees to hold
Contractor and its agents, servants, employees and sureties harmless therefore. The Subcontractors obligations under this section shall be in addition to any indemnity
liability imposed by the Contract Documents.
d In the event that Subcontractor or any of its agents, employees, suppliers, or lower-tier subcontractors utilize any machinery, equipment, tools, scaffolding, hoists, lifts or
similar items belonging to or under the control of Contractor, such use shall occur only after Subcontractor, including its agents, employees, suppliers, or lower-tier
subcontractors have examined and inspected such item and determined it is in good working order and is suitable for its intended use. Such use shall be at
Subcontractors sole risk. In addition, Subcontractor warrants that neither its agents, employees, suppliers, nor lower-tier subcontractors shall use such item unless they
have been deemed competent to do so by Subcontractor prior to use. Subcontractor shall be liable to Contractor, indemnify, and hold Contractor harmless for any loss
or damage (including personal injury or death) which arise from such use.
e Subcontractors assumption of liability is independent from, and not limited in any manner by the Subcontractors insurance coverage obtained pursuant to Paragraph 4
or otherwise. All amounts owed by Subcontractor to Contractor as a result of the liability provisions of this Agreement shall be paid upon demand.
f Contractor may withhold amounts otherwise due under this Agreement or any other contractual arrangement between the parties, whether in connection with this project
or any other project, to cover Contractors reasonable estimate of any costs or liability (a) which Contractor has incurred or may incur and for which Subcontractor may
be responsible hereunder, including but not limited to, all costs in connection with discharging any claims of lien filed with respect to the Work, (b) in connection with and
upon reasonable evidence indicating the probability of the filing of claims, or c) in connection with and upon the reasonable belief of Contractor that the Work which
remains unfinished cannot be completed for the balance then unpaid. Appropriate adjustment to any such withholdings shall be made when the exact amounts owed
hereunder are determined.
5. Subcontractors Insurance:
a Prior to commencing the Work, Subcontractor shall procure and thereafter maintain during the entire project and during the warranty period, at its own expense, the
insurance coverage, limits and deductibles required herein and in the Contract Documents, in form and terms satisfactory to the Contractor and the Owner, all from
insurers licensed to do business in Florida and Bests Guide rated at least A+. Subcontractor shall maintain standard ISO General Liability coverage, written on an
occurrence basis - including Completed Operations. The coverage must be endorsed to name Contractor other parties pursuant to the Contractors contract with the
Owner as Additional Insured (Form CG2010 11/85 or equivalent, meaning the additional insured coverage form to include work in progress i.e. ongoing operations
and completed work i.e. Completed Operations). Such insurance shall include, but not be limited to (I) Workers compensation insurance, minimum statutory limits; (ii)
liability insurance which waives all subrogation rights against Contractor and Owner in such amounts as may be required by Contractor, and at a minimum, covering all
liability which is covered by Subcontractors indemnity as set forth in the Indemnification section below; (iii) all such other insurance as may be required by law or
Contract Documents. Unless more stringent requirements are set forth in the contract documents, the minimum insurance coverage shall be as follows: A)
Comprehensive General Liability: Personal and Advertising Injury = $1,000,000; General Aggregate = $2,000,000 per project; Property Damage = $1,000,000;
Products/Completed Operations Aggregate = $2,000,000: Fire Damage = $100,000; Medical Payments = $10,000 B) Comprehensive Automobile Liability: Bodily Injury
= $500,000 each accident; Property Damage =$500,000 each accident. Subcontractor shall ensure that its CGL policy provide coverage for consequential damages
and property losses incurred other than to its work, including but not limited to resulting ensuing or consequential damages suffered by any named or additional insured
arising out of or relating to the Subcontractors work. Unless more stringent requirements are set forth in the contract documents, in no event shall deductibles exceed
$5,000 in the aggregate under any policy. Subcontractors insurance policy and Additional Insured form shall state that this insurance is primary and non-contributory
for all coverage, and without right of contribution from any other insurance available to the additional insureds and the amount of the Subcontractors liability under this
policy shall not be reduced by the existence of such other insurance or self-insurance. A copy of the additional insured endorsement form is to be attached to the
Certificate of Insurance provided by the Subcontractor, and a waiver of subrogation shall be provided by the insurer. Insurance coverage maintained by the Contractor
shall be excess over any coverage provided as additional insured under the subcontractor's policy. Subcontractor shall furnish certificates of insurance evidencing

coverage required by this Paragraph. In the event Subcontractor fails to provide the required evidence of insurance, Subcontractor shall be liable for any and all costs
Contractor may incur in securing additional insurance for the benefit of Contractor.
b Should Subcontractor be permitted to sublet any of the Work to a third party in accordance with the provisions of this Agreement, Subcontractor shall insure that such
third party has in effect all insurance coverage required by Subcontractor and shall furnish to Contractor satisfactory evidence thereof.
c Subcontractors obtaining of the insurance required by this section shall in no manner lessen or otherwise effect Subcontractors obligations with respect to
indemnification as provided below.
6. Indemnification
a Subcontractor hereby indemnifies, holds harmless, and shall defend the Contractor, Owner, Architect, any other design consultants, their officers, shareholders,
partners, employees, officers and agents, and the construction lender (Indemnities) with respect to the Project from and against (a) any and all claims, loss, damage,
actions, demands, liability, injury, exposure, cost and expenses, including attorneys fees and costs (through litigation, arbitration, mediation, bankruptcy whether or not
suit be brought and through and including all post-judgment and appellate levels), which occur to or are incurred by any or all of them arising out of or incidental to the
performance of this Agreement and the Work by Subcontractor or any sub-subcontractor or by any of the Subcontractors or sub-subcontractors laborers, employees,
agents, material men, carriers, contractors, or other persons for whom the Subcontractor may be responsible, whether or not such is caused in part by the act of
Contractor, Owner, Architect or any third party, (b) any claim for payment by any lower-tier subcontractor, supplier or other lienor (as defined in the Florida Construction
Lien Act), (c) the failure of or any lien upon title to any portion of the Work for which payment has been made to the Subcontractor, and/or (d) the presence,
aggravation, or contamination of the Project site with any hazardous or toxic materials or waste, or the growth of any microbial contamination. Without limiting the
generality of the forgoing, the liability, claim, damage, loss or expense for which this indemnity applies shall include all liability, claim, damage, loss or expense for unfair
competition, infringement of any patent, trademark, or copyright, for defamation, false arrest or malicious prosecution. The Subcontractor shall, at its own expense,
investigate all such claims and demands, attend to their settlement or other disposition, defend all actions based thereon and pay all charges or attorneys fees (as
aforesaid), including those of the Contractors attorneys, and all other costs and expenses of any kind arising from any such liability, claim, damage, loss or expense.
The obligation of the Subcontractor to indemnify, hold harmless and to defend any Indemnity from liability to the extent caused by the Indemnities own acts or omissions
is limited to the greater of (a) $1,000,000 or (b) the amount of valid and collectible insurance available to the Subcontractor with respect to the Subcontractors indemnity
obligation or (c) the monetary amount of indemnification provided by Contractor to Owner under its contract with Owner. The Subcontractor expressly agrees this
indemnification fully complies with Florida law for the specific purpose of indemnifying the Contractor and other parties named above.
7. Time Performance:
a Subcontractor shall proceed with the Work in a prompt and diligent manner, in accordance with Contractors schedule as amended from time to time. TIME IS OF THE
ESSENCE with respect to Subcontractors performance. All work shall be completed so as not to cause delay in the progress of the project or interference with other
subcontractors. Subcontractor shall prosecute certain portions of the Work in preference to others, if so directed by the Contractor. Work in several areas of the project
may be scheduled concurrently. Several mobilizations may be required. Subcontractor agrees to perform all work in accordance with Contractors schedule, as
amended from time to time.
b Subcontractor has familiarized itself with Contractors project schedule, has recognized and incorporated all monies required to complete its Work as indicated in the
project schedule, is fully aware of all these conditions and has taken into account any aberrant situations related to the Subcontractors Work. Contractor reserves the
right to amend the project schedule from time to time, and Subcontractor agrees to make adjustments in labor and materials as required to adhere to such amendments.
c If requested by the Contractor, Subcontractor shall submit a detailed schedule for performance of the Work in a form acceptable to Contractor, which shall comply with
all scheduling requirements of the Contract Documents and of the paragraph above. Contractor may, at its sole discretion, direct Subcontractor to make reasonable
modifications and revisions in said schedule. Such detailed schedules for performance of the Work shall be updated as requested by the Contractor.
d Contractor shall not be liable to Subcontractor for any delays caused or contributed to by any other parties or for any other cause whatsoever. Should any delay in the
Work be solely attributable to Contractor, then Contractor shall owe Subcontractor therefore only an extension of time for completion of the Work equal to the delay
caused solely by Contractor, and then only if a written claim for delay is made by Subcontractor within three days of the beginning of the delay. The Subcontractor
expressly waives all compensation and damages due to any delay under the Agreement and expressly waives any and all consequential damages arising
from or pursuant to the performance of the Work or this Agreement.
8. Changes:
a Contractor may, at any time, unilaterally or by Agreement with Subcontractor, without notice to the sureties, make changes in the Work covered by this Agreement. For
changes ordered by the Contractor Subcontractor shall be entitled to equitable adjustment in this Agreement price. Subcontractors commencement of any work
pursuant to an authorized Change Order shall be performed pursuant to this Agreement, and be subject to all the terms of this Agreement.
b No additional work or any changes to this Agreement will be considered valid without a Contractors Change Order signed by the Project Manager or Principal of the
Contractor.
c A 10% surcharge as a processing fee may be added to all back charges related to this Agreement.
d If requested by Contractor, Subcontractor shall submit a cost proposal for any additional Work requested by the Contractor within 48 hours of such request.
9. Subcontractors Failure to Perform:
a If in the opinion of the Contractor, Subcontractor shall at any time (1) refuse or fail to provide sufficient properly skilled workers or sufficient materials of the proper
quality, (2) fail in any respect to prosecute the Work according to the Contractors schedule, as may be amended from time to time by the Contractor, (3) cause, by any
act or omission, the stoppage or delay of or interference with the Work of the Contractor or any other subcontractor, (4) fail to comply with any of the provisions of this
Agreement or of the Contract Documents, (5) have any proceedings under bankruptcy, insolvency or reorganization laws filed by or against it or make an assignment for
the benefit of its creditors, (6) have a receiver appointed with respect to its business or assets, (7) become insolvent, 8) if in the reasonable belief of Contractor the Work
which remains unfinished cannot be completed for the balance of the Agreement Price then unpaid, or complete the Work by the required completion date, or (9) fail to
perform any portion of the Work in a first-class workmanlike manner, then Contractor, at its option, after twenty-four (24) hours written notice to Subcontractor may (i)
without voiding the other provisions of this Agreement and without notice to sureties, remedy any of the above conditions in which case the Subcontractor shall become
liable to Contractor for the cost thereof, and/or (ii) terminate this Agreement, without limiting the Contractors rights as set forth herein, and/or (iii) seek to collect any and
all damages suffered by such breach. In the event of termination for default, Contractor may, at its option, and without limiting any other remedies set forth herein and at
law, (a) take possession, for the purpose of completing the Work, of all materials of Subcontractor, (b) require Subcontractor to assign Contractor any or all subcontract
or purchase orders involving the project, and (c) either itself or through others complete the Work by whatever method Contractor may deem expedient and charge the
cost and any damages incurred as a result to the Subcontractor. In case of termination or any default, Subcontractor shall not be entitled to receive any further
payment until the Work shall be fully completed and accepted and paid for by Owner. At such time, if the unpaid balance of the Agreement price shall exceed the
expense incurred by Contractor in completing the Work, and all other damages, liabilities, losses, and other expenses resulting from (including Contractors increased
costs of performance), or which the Contractor believes may result from the Subcontractors default or under any indemnity set forth herein, such excess shall be paid by
Contractor to Subcontractor. If the unpaid balance of the Agreement price shall be less than the expense incurred by the Contractor in completing the Work, and all
other damages, liabilities, losses, and other expenses resulting from (including Contractor increased costs of performance), or which the Contractor believes may result
from, then Subcontractor shall pay Contractor on demand the difference.
b In the event the Work is delayed by the Subcontractor or its lower-tier subcontractors or suppliers, or is not completed by the scheduled date or dates therefore, both as
determined by the Contractor in accordance with Contractors current schedule, the parties agree that Subcontractor shall pay all additional costs born and damages
suffered by Contractor and/or the Owner resulting from such delay. Subcontractor shall be bound to the Contractor by the same damages and other costs and
expenses, including but not limited to any liquidated damages, for which the Contractor is obligated to the Owner.
c If Contractor wrongfully exercises any option under Paragraph a above, Contractor shall be liable to Subcontractor for the reasonable value of the work performed by
subcontractor prior to Contractors wrongful action plus the direct costs incurred by Subcontractor as a result of Contractors wrongful action plus, in the case of a
wrongful termination for default, reasonable close-out costs, less prior payments made. The Subcontractors remedy under this paragraph shall be exclusive. Nothing
herein shall bar withholdings by Contractor permitted by other provision of the Agreement. In no event shall Contractor be liable to Subcontractor for lost profits.
d Contractor shall have the right to suspend the Work hereunder or terminate this Agreement for convenience. In the event of a suspension, the price and time period for
performance shall be equitably adjusted for the actual out-of-pocket direct costs of the delay, except if such suspension could have been the result of a breach by the
Subcontractor under this Agreement. In the event of a termination of this Agreement, the Subcontractor shall be paid for Work executed and in place with a reasonable
allocation of overhead and profit attributable thereto, after payment therefore by the Owner to Contractor. Subcontractor waives the right to receive any other
compensation or damages as a result of a suspension or termination.
10. Settlement of Disputes:

a In case of any dispute between Contractor and Subcontractor, due to any action of Owner, Subcontractor agrees to be bound to Contractor to the same extent that
Contractor is bound to Owner, by the terms of the Contract Documents and by any and all preliminary and final decisions or determinations made hereunder by the
party, board, or court so authorized in the Contract Documents or by law, whether or not Subcontractor is part to such proceedings. In case of such dispute,
Subcontractor will comply with all provisions of the Contract Documents allowing a reasonable time for Contractor to analyze and forward to Owner any required
communications or documentation. Contractor will, at its option, (1) present to Owner in Contractors name, or (2) authorize Subcontractor to present to Owner, in
Contractors name, all of Subcontractors claims and answer Owners claims involving Subcontractors work, whenever Contractor is permitted to do so by the terms of
the Contract Documents. Contractor will further invoke on behalf of Subcontractor, or allow Subcontractor to invoke, those provisions in the Contract Documents for
determining disputes. If such dispute is prosecuted or defended by Contractor, Subcontractor agrees to furnish all documents, statements, witnesses, and other
information required by Contractor, and to pay or reimburse Contractor for its costs incurred in connection therewith.
b With respect to any controversy between Contractor and Subcontractor not involving Owner or Contract Documents, Contractor shall issue a decision, which shall be
followed by Subcontractor, without interruption, deficiency, or delay. If the Subcontractor is correct as to the controversy, Subcontractor shall be entitled to equitable
adjustment in the price of this Agreement as its sole remedy. Notification for any such claims for equitable adjustment must be asserted in writing within (3) days of
Subcontractors knowledge of the claim. Failure to make a claim for such an adjustment within three (3) days shall constitute an irrevocable waiver of the claim.
c If any controversy shall arise under this Agreement, and there is no provision for the resolution in the Contract Documents, then any party hereto may demand
arbitration in accordance with the rules established by the American Arbitration Association (AAA) and the Florida Arbitration Code, with a panel to consist of a single
arbitrator for disputes involving amounts at issue of less than $10,000, and for amounts at issue in excess thereof , the panel to consist of one person selected by
Contractor, and one person selected by Subcontractor, these two to select a third, and in case these two shall fail to select a third within three days, he shall be named
by the Architect or his authorized representative. In case either party fails to name an arbitrator within three days after requested to do so, the Architect, or this
authorized representative, shall name an arbitrator to represent the party failing to name one. The written decision of any two of the Board shall be final and binding on
both parties hereto. Each party shall pay one half of the expense of arbitration. If the issue involves the Owner, or any other subcontractor, the Subcontractor agrees, at
the Contractors request, that such arbitration proceedings under this Agreement shall be consolidated into a single proceeding with such other parties. If the Contact
Documents provide for arbitration of disputes between Owner and Contractor, Subcontractor agrees that, to the extent any arbitration proceeding involving Owner and
Contractor may relate to any Work of the Subcontractor, the Subcontractor may be joined in and shall participate in a joint proceeding and shall have no right to a
separate proceeding under the AAA Rules.
d Subcontractor agrees to continue with the prosecution of the Work without interruption, deficiency or delay during the pendency of any dispute involving this Agreement.
11. Warranty:
a Subcontractor hereby fully warrants and guarantees the Work, including all equipment and materials incorporated therein and provided under this Contract to be first
class and free from defects and non-conformities and in full compliance with the terms of the Contract Documents and this Agreement, for a period which shall be the
greater of (a) the warranty provided by the Contractor to the Owner or (b) one year from the date of final acceptance of the Work by the Owner. During such period,
Subcontractor shall correct or replace any Work or materials that Contractor or Owner shall reject as failing to conform to this Agreement. Work which is repaired shall
extend the warranty set forth herein from time such was last repaired or replaced.
b Subcontractor warrants its Work hereunder to Contractor on the same terms, and for the same period, as Contractor warrants the Work to Owner under the Contract
Documents; and, with respect to Subcontractors Work, Subcontractor shall perform all warranty obligations and responsibilities assumed by Contractor under the
Contract Documents.
12. Liens:
a Subcontractor shall save and keep the real property improved under this Agreement free from all construction liens, equitable liens or other liens which may arise by
reason of the Work. This provision shall not be construed as a waiver of Subcontractors right to file a lien for any amount properly due and payable, but unpaid, to it
under this Agreement.
b In the event that any claim of lien is filed by anyone in relation to the Work, subcontractor agrees to have the same discharged by posting a bond in accordance with
Florida Statute Section 713.24 or otherwise within three days of notice. In the event that such claim of lien is not discharged, Contractor shall have the right to (i)
withhold payments to Subcontractor pursuant to the provisions of this Agreement and/or (ii) terminate this Agreement for default, without relieving the Subcontractor of
its liability under all terms hereof, and in each or both cases either may discharge such lien, in which event all costs incurred by Contractor in connection therewith shall
be due and owing to Contractor from Subcontractor and may be deducted from any sums owed by Contractor to Subcontractor hereunder or otherwise paid by
Subcontractor if no such sums are owed.
c Prior to final payment, Subcontractor shall provide to Contractor releases of liens and claims and all liens and claims of all persons furnishing labor and/or materials for
the performance of this Agreement, and satisfactory evidence that there are no other liens or claims whatsoever outstanding against the Work.
d At the time of any partial payment to Subcontractor, Contractor shall be entitled to receive waivers of liens or releases of liens from lower-tier subcontractors, laborers,
and material men through the pay period for which payment is being made.
13. Inconsistencies and Omissions:
a Clarifications concerning questions arising with respect to the interpretation of the Contract Documents shall be made by the supervising architect/engineer for the
Project, if any, whose decision as to interpretation of the Contract Documents shall be final and binding upon the Subcontractor.
b All terms of this Contract are to be considered complementary. Any apparatus, appliance, material or work not indicated on the drawings but mentioned in the
specifications or vice versa, or any incidental accessories necessary to make the Work complete in all respects and ready for operation, even if not particularly specified,
shall be furnished, delivered and installed by the Subcontractor without any additional expense to the Contractor. However, in the event of a conflict between or among
the terms of this Agreement, the order of precedence of the documents forming this Agreement shall be (1) written modifications of any documents forming part of this
Agreement; (2) this Agreement, unless the Contract Documents impose a higher standard or greater requirement of Subcontractor, in which case the Contract
Documents shall prevail; (3) the Contract Documents, unless the provisions of (2) apply. In the event of a conflict between or among written modifications, the later in
date shall prevail; in the event of a conflict between or among the terms of this Agreement, the higher standard or greater requirement for Subcontractor shall prevail;
and in the event of a conflict between or among the terms of the Contract Documents, the higher standard or greater requirement for Subcontractor shall prevail.
Clarifications concerning questions arising with respect to the interpretation of the Contract Documents shall be made by the supervising architect/engineer for the work,
if any, whose decision as to interpretation of the Contract Documents shall be final and binding upon the Subcontractor.
14. Clean-up:
a Subcontractor shall remove to an on-site location as specified by the Contractor, as often as directed by Contractor, all rubbish, debris, or surplus materials which may
accumulate in connection with the prosecution of the Work and should Subcontractor fail to do so, Contractor may, at its option, cause the same to be removed at
Subcontractors expense after written notice.
15. Assignment and Subcontracting:
a Subcontractor shall not assign or transfer this Agreement or funds due hereunder, without the prior written consent of Contractor. Contractor shall not unreasonably
withhold its consent to the assignment of funds due hereunder. All lower-tier subcontracts awarded by Subcontractor are subject to Contractors approval and the
provisions of this Agreement and Subcontractor shall insert therein, all provisions necessary to enable Subcontractor to comply with the terms hereof.
16. Taxes and Permits:
a Except as otherwise provided by the Contract Documents, Subcontractor agrees to pay and comply with and hold Contractor harmless against the payment of all
contributions, taxes or premiums which maybe payable by it under Federal, State or Local laws arising out of the performance of this Agreement and all sales, use or
other taxes of whatever nature levied or assessed against Owner, Contractor or Subcontractor arising out of this Agreement, including any interest or penalties.
Subcontractor waives any and all claims for additional compensation because of any increase in the aforementioned taxes unless payment for said increase is
specifically provided for in the Contract Documents. Subcontractor shall obtain and pay for all permits, licenses, fees and certificates of inspection necessary for the
prosecution and completion of its work, and shall arrange for all necessary inspections and approvals by public officials.
17. Laws, Regulations and Ordinance:
a Subcontractor shall, at its sole expense, comply with all federal, state and local governmental laws, codes, regulations, and ordinances effective where the Work is to be
performed or otherwise applicable to the project or the Work, and pay all taxes and contributions imposed or required by any law for any employment insurance,
workmens compensation, pensions, old age retirement funds, social security benefits, unemployment compensation insurance or for similar purposes with respect to
the Work and the employees of Subcontractor in connection with the performance of the Work.

b This Agreement shall be construed and enforced in accordance with the laws of Florida and shall be binding upon and inure to the benefit of their permitted assignees or
successors. Venue in any litigation or arbitration hereunder shall lie in Palm Beach County, Florida. In the event a court of competent jurisdiction determines any portion
of this Agreement to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
18. Health and Safety:
a Subcontractor and all of its employees, subcontractors and agents shall comply with the applicable requirements issued pursuant to the Occupational Safety and Health
Act of the US Department of Labor, as amended, and all other applicable environmental, hazardous materials, health and safety laws and regulations. Subcontractor
shall ensure that all workers wear required or appropriate protective equipment, shall obtain and post all material safety data sheets, and shall furnish Contractor with
copies of all material data safety sheets. Subcontractor shall be liable to and shall indemnify, defend and hold harmless the Contractor and Owner for all liability,
damages, loss, cost and expense including attorneys fees and costs attributable to any acts or omission by Subcontractor, its subcontractors, suppliers, employees and
agents resulting from failure to comply therewith including, but not limited to any fines, penalties or corrective measures imposed with respect thereto. Subcontractor
shall maintain the necessary conduct to comply with all safety regulations, including Contractor safety regulations, for the safe and secure upkeep of the jobsite. The
Subcontractor shall also provide proper traffic controls, barricades, and flagmen as required to facilitate its Work as required.
19. Labor:
a Neither the Subcontractor nor any of its lower-tier subcontractors shall employ any workers whose employment in connection with the Work is objected to by Contractor
or Owner for any reason or is in violation of federal, state or local employment or immigration laws. All labor used throughout the Work shall be of standing or affiliation
that will permit the project to be carried on harmoniously and without delay, and that will, in no case, or under any circumstances, cause any disturbance, interference or
delay to the progress of the project.
b In connection with the performance of Work under this Agreement, Subcontractor agrees not to discriminate against any employee or applicant for employment because
of race, religion, sex, color, or national origin. The aforesaid provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay of other forms of compensation; and selection for training, including apprenticeship. In the event
of Subcontractors noncompliance with the equal opportunity provisions of this Agreement, this Agreement may be terminated for default. Subcontractor shall include
the provisions of this Article in every lower-tier subcontract.
20. Information Required By Owner:
a In addition to the information to be provided by Subcontractor pursuant to other provisions of this Agreement, Subcontractor hereby agrees to provide, at no additional
cost to Contractor, and in a prompt and timely fashion so as not to disrupt the performance of the contract between Contractor and Owner, any and all additional
information relating to this Agreement which is required by the Contract Documents or by law.
21. Privity:
a Until the work described in the Contract Documents is fully completed, Subcontractor agrees not to perform any work directly for Owner or any of its tenants or deal
directly with Owners representatives in connection with the project, unless directed in writing by Contractor. All work for this project performed by Subcontractor shall be
processed and handled exclusively by Contractor.
22. Notices:
a All notices shall be addressed to the parties at the addresses set forth in this Agreement at such addresses or as may be subsequently designated by notice delivered in
accordance with the terms hereof and shall be considered delivered when post marked, if dispatched by certified mail, when sent when transmitted via telephone
facsimile machine, provided sender can evidence such transmission with a transmission receipt, or when received in all other mail.
23. Severability and Waiver:
a The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision.
b No failure of Contractor to exercise any power or right given hereunder or to insist upon the strict compliance by Subcontractor with any of his obligations hereunder and
not custom or practice of the parties at variance with the terms of this Agreement shall constitute a waiver or variation of Contractors rights hereunder to demand strict
and exact compliance with the terms hereof.
24. Attorneys Fees
a Should Contractor employ an attorney to enforce any of the provisions hereof or to protect its interest in any matter arising under this Agreement or to collect damages
for the breach of this Agreement or to collect any other sums owed hereunder or to prosecute or defend any suit arising out of or in connection with this Agreement or to
recover on any surety bond given by Subcontractor hereunder, Subcontractor and his surety, jointly and severally, agree to pay Contractor all reasonable costs,
charges, expenses and attorneys fees, whether or not suit be brought and through and including all post-judgment and appellate levels, expended or incurred under or
in connection with this paragraph.

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SPECIAL CONDITIONS
ph 561 272 6350 fx 561 272 7440
EXHIBIT 2
The following special conditions apply to the Subcontractors Work:

1. All Applications for Payment must be received at Contractors Main Office no later than 25th day of the month for Work assured to
be completed through the last day of the month. Applications for Payment received after the 25th day of the month will not be
accepted and shall be processed in the following payment requisition period. Applications for Payment must by typed on the
Contractors supplied forms. Incomplete and/or incorrectly completed Applications for Payment will not be accepted. All progress
payment requests shall include an itemization of completed installed units and/or stored fabricated units. Fabricated units which
have been billed for shall be stored at the jobsite or a mutually agreed upon site.
2. In accordance with Contractors contract with Owner, the following requirements are hereby included:
All subcontracts and subcontractors are subject to the provisions of the Owner Contractor Agreement. All subcontractors are
terminable by Owner or lender in the event the Owner-Contractor agreement is terminated without additional cost beyond that
actually incurred up to the date of termination. The subcontractors lien and lien rights are and shall be subject to and
subordinate to any construction loan mortgage now or hereafter encumbering the Project site and any assignments and
modifications thereof.
3. Payment schedule for Work under this Agreement shall be consistent with Lenders requirements, if applicable.
4. BSA Corporation conducts weekly progress meetings to promote cooperative coordination between trades and facilitate good
communication of job related issues between all parties. The success of those meetings is dependent upon the Subcontractors
attendance. To that end, a requirement of this Subcontract is that this Subcontractor shall provide management representation at
all weekly progress meetings commencing two weeks prior to the Subcontractors scheduled start date, and ending upon
completion of Subcontractors work. BSA Corporation shall deduct $150 from Subcontractors subcontract each time a weekly
progress meeting is not attended by Subcontractors management personnel, unless prior written permission is provided by BSA
Corporations jobsite superintendent.
5. Subcontractors liability insurance policy shall name Palm Beach Dramaworks, Inc. as Additional Insured by endorsement.

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GENERAL SAFETY RULES,
ph 561 272 6350 fx 561 272 7440 REGULATIONS & CONDITIONS
EXHIBIT 3
BSA Corporation Safety Policy
BSA Corporation is committed to providing a safe and healthy work environment for everyone involved in its projects. To this end, we
have developed this project specific Safety Program that will address the safety concerns of this project, as well as the safety
expectations of BSA Corporation.
We look forward to providing a construction project characterized by proactive safety management, effective job safety planning, and
control of jobsite hazards. We are confident that with everyones active involvement this program will protect everyone working on this
project from workplace injuries and illnesses. We expect that all organizations and every individual will join us in providing a model of
construction safety excellence on this project.
Keep in mind that compliance with OSHA standards is considered the minimum standard for this project. BSA Corporation requires a
higher level of performance when it comes to safety. While working on this project, please remember that safety is everyones business
all the time. We ask your cooperation, participation, and input to ensure the success of this program.
A primary objective on every BSA Corporation project is providing a safe and healthy work environment for all employees and
Subcontractors. All personnel who will work for BSA Corporation on this project shall utilize this Project Safety Manual. This includes
all BSA Corporation employees, Subcontractors, their sub and sub-Subcontractors, vendors, and visitors. Any person observed by
BSA Corporation personnel who does not abide by these basic construction safety practices and procedures will not be allowed to
continue work on this project. The site Superintendent, Project Manager, and Safety Director shall have the authority to enforce
measures to ensure that all work is carried out in a safe manner and in compliance with this Program as well as all applicable
regulations. If necessary they will stop work and, when situations warrant, demand violators leave the project. No BSA Corporation
employee or any of our Subcontractors will be allowed to work in conditions that are unsafe.
Subcontractors, supervisors, and foremen shall be held accountable for the performance of their employees and crews. In serious,
and/or repeat offenses, the responsible supervisor(s) may also be required to leave the project to assure the safety of others. The
Subcontractor shall bear the consequences involved should work be halted, or personnel are removed from the project in good faith for
the protection of others, due to safety violations. These consequences, may include, but not be limited to, delay and/or liquidated
damages, charges for stabilizing or repairing work left by the Subcontractor, charges for completion of the work, charges for safety
enforcement.
Administration
The following administrative procedures will be utilized on this project to ensure the success of the safety program:
All meetings will begin with Safety as the first topic of discussion.
All Subcontractors (and their sub-tier Subcontractors) shall submit a written safety program to the BSA Corporation Safety
Director for review. This program shall include:
Company safety administration procedures and personnel responsible for safety
Training requirements
Hazard analysis, and hazard control
Work site inspection procedures including documentation
Corrective actions and disciplinary actions
Specific programs which apply to the scope of work of the Subcontractor including Hazard Communication, Fall
Protection, Lockout/Tag out, and Confined Space Entry
Listing of all competent persons as required by OSHA regulations
Substance abuse policy
Job site safety audits may be performed on a weekly basis by the BSA Project Management Team.
Toolbox talks will be provided by each Subcontractor on this project at least weekly and will cover topics relevant to the work
being performed. Toolbox talk topics and attendance records must be submitted to the BSA Project Manager each week.

General Project Working Rules
1. Safety: Identifying potential hazards before beginning work and developing plans to address those hazards (Job Hazard
Analysis) will be an essential element of the safety program on this project. All personnel on site are required to follow all
safety-related rules and procedures and act in a professional courteous manner.
2. Health and Safety Plans: All Subcontractors are required to submit copies of their health and safety plans to BSA Corporation
along with a site-specific safety plan. These plans will be reviewed by BSA Corporation.
3. Personal Protective Equipment (PPE): ANSI approved hard-hats and proper foot wear shall be worn at all times. Safety
glasses will be required when drilling, grinding and all other activities where a potential eye injury could occur. Subcontractors
shall be responsible for providing and maintaining all PPE, as well as training employees on the proper use of PPE. Other
personal protective equipment (PPE) is to be worn whenever appropriate. At a minimum, all applicable OSHA standards must
be followed.
4. Housekeeping: All Subcontractors on this project will be expected to maintain their work area in a condition that is clean,
orderly and free from obvious hazards. Poor housekeeping on any BSA project is simply not acceptable. Specific measures
to maintain the condition of the work area will be:
I. Storage and lay-down areas should be coordinated with other Subcontractors and the BSA Superintendent.
II. All pedestrian walkways must be protected from debris.
III. Materials stored on-site must be kept to a minimum to allow the greatest area available to work.
IV. Deliveries should be scheduled on an as needed basis.
V. Allow sufficient room around stored materials for safe access to both the materials and work area.
VI. Keep in mind other trades may need access to areas near your storage (coordinate with the BSA Superintendent).
VII. All areas must remain broom clean as work progresses. Accumulations of debris that causes a hazard during a work
shift will not be allowed. Debris and waste material must be removed from the work area daily to maintain a safe and
uncluttered condition.
VIII. Each Subcontractor is responsible for removing waste material from the work area to the appropriate dumpster or
disposal area. BSA Corporation will back-charge Subcontractors for any cleaning required which the Subcontractor
does not perform.
IX. All rolling objects such as pipe, rod, and conduit shall be chocked, blocked, or racked.
X. Breaks and lunch will only be allowed in areas designated by the BSA Superintendent.
5. Safety Meetings: All Subcontractors will have weekly safety meetings and all employees must attend. Meeting topics should
be job specific. Attendance records are to be submitted to the BSA Superintendent weekly. Subcontractor requisitions will be
processed contingent upon this requirement.
6. Inspections: Job site inspections may happen at any time. BSA Corporation routinely conducts informal safety inspections, as
should each subcontractor. If problems are discovered, abate the problem immediately.
7. Fire Extinguishers: BSA Corporation will provide general use fire extinguishers on site. All Subcontractors engaging in hot
work shall provide their own fire extinguisher at the area the work is being performed. These extinguishers must be the ABC
type, have a current inspection sticker, are fully charges, and inspected daily.
8. Incident Reporting: All incidents, accidents, injuries, and near misses must be reported to BSA Corporation no matter how
minor. All incidents should be reported to the BSA Superintendent and/or BSA Project Manager immediately. (Incident
Investigation Form, Appendix B).
9. Eye Wash Stations: Locations of the nearest eyewash stations will be identified during the site specific safety briefing.
10. Hazardous Materials: The quantity of hazardous materials (fuels, solvents, oils, paints, etc.) brought on the job site should be
kept to a minimum. Any hazardous chemicals (as defined by the OSHA Hazard Communication Standard) must be properly
labeled and accompanied by a material safety data sheet (MSDS). A listing of all MSDS sheets shall be given to the BSA
Project Management Team. Flammable liquid (including gasoline and diesel fuel) must be kept in approved and clearly
labeled safety cans. Any unused hazardous materials must be removed from the site by the Subcontractor who brought them
to the job.
11. Drugs and Alcohol: The use of illicit drugs and alcohol is strictly prohibited. Consumption of alcohol or drugs during or prior to
work, which would impair judgment or performance is prohibited. Violators will be subject to disciplinary action.
12. Soliciting: Soliciting other employees for any reason is prohibited. Distribution of literature or posting of unauthorized
materials is prohibited. Any material to be distributed or posted on the job site must be approved by the BSA Project Manager.
13. Fighting: Fighting, provoking a fight, or engaging in horseplay is strictly prohibited. Employees who engage in such activities
will be discharged from the site.
14. Dress Code: All employees are required to wear, at a minimum, shirts with 4 sleeves and long pants. Shorts sweat pants,
and tank tops are prohibited. Printed material on apparel shall be limited to Subcontractor identification only. Long hair must
be tied back and excessive or hanging jewelry should not be worn.
15. Personal Electronic Equipment: The use of portable radios, personal cassette players and tape recorders is prohibited on this
site.
16. Company Vehicles: All company vehicles must have a functional back-up alarm, working seat belts, company identification,
registration and current insurance before entering the site. No one will be allowed to ride in a vehicle without using
manufacturers seat belt. Parked vehicles cannot obstruct any roadway or travel paths near the building footprint.
17. Temporary Utilities & Facilities: BSA Corporation will provide toilet facilities. BSA Corporation will provide reasonable power
within 100 feet of the work area, temporary lighting, and accessible water for the project. Subcontractors will provide drinking
water for their employees.
18. Harassment: Harassment based upon age, race, sex, religion, national origin or sexual orientation is strictly prohibited on this
site. Violators of this policy will be dealt with immediately and severely.
19. Compressed Gas Cylinders: Compressed gas cylinders shall be properly used, stored, handled and transported. All
regulators shall be leak tested daily before any operations occur.

20. Training: All Subcontractor training records must be made available to BSA representatives upon request. All Subcontractors
are responsible for providing adequate training to their employees.
21. OSHA Recordkeeping: All Subcontractors must maintain OSHA required records as defined in 29 CFR 1904. Specifically, an
OSHA 300 Log must be maintained which records and classifies any and all OSHA recordable occupational injuries and
illnesses, and for noting the extent and outcome of each case. For every injury or illness entered on the log, it is necessary to
record additional information on the supplementary records, OSHA No.301. The supplementary records describes how the
injury or illness exposure occurred, lists the objects or substances involved, and indicates the nature of the injury or illness and
the part(s) of the body affected.
Hazard Communication
All Subcontractors who work on this project for BSA Corporation are required to have a Hazard Communication Program. Hazard
Communication is an OSHA mandated program (29 CFR 19.10.1200) that is meant to provide employees with information and training
about the hazardous chemicals in their workplace as well as protective measures to prevent adverse effects from exposure to
chemicals in the workplace. The Hazard Communication Standard may also be referred to as Hazcom or the Right to Know Law.
Each employers Hazard Communication program must address the following items:
A list of hazardous chemicals known to be present in the workplace.

Method to ensure that employees have access to material safety data sheets (MSDS) for all hazardous chemicals in the
workplace.
Methods employers will use to inform employees of the hazards of non-routine tasks.
Methods to be used to ensure that other employers on the site and all their employees are informed of the hazardous
chemicals that will be on site and how to get information about their hazards.
Labeling system(s) that will be used on containers of hazardous chemicals.
Delivery of required Hazard Communication information and training.
An important part of any Hazard Communication Program is the method used to manage Material Safety Data Sheets (MSDS) and
container labeling. These two items are what let the employees know about the specific hazards of a specific chemical. All
Subcontractors are required to provide BSA Corporation with a copy of their Hazard Communication Program and copies of the MSDS
of chemical used on this site. All chemicals used on this site must be labeled. Any chemicals not labeled or accompanied by a MSDS
will not be allowed on this site.
Job Safety Planning / Job Hazard Analysis
To ensure that all potential workplace hazards have been identified and addressed, all Subcontractors will be required to develop and
document Job Hazard Analysis (JHA) for all significant activities before beginning the work. The process of developing an effective
JHA involves breaking the job down into a sequence of steps, identifying potential hazards for each step, and determining what
preventive measures will be required. For the JHA to be most effective, affected workers should participate in its development since
they know better than anyone else how the work will be performed. At a minimum, all affected workers must read and sign the
completed JHA. The completed JHAs shall be available to the BSA Project Manager or Superintendent.
Elevated Work Locations
BSA Corporation requires 100% fall protection whenever working six feet or more above a lower surface. The most effective method
and preferred method of protecting workers from falls is to provide railings that meet OSHA requirements (29 CFR 1926.500-503).
These railings must be capable of withstanding a force of 200 pounds in an outward or downward direction without failure. The railing
system must include a top rail 42 above the working surface, a mid-rail midway between the top rail and the working surface, and toe
boards (at least 4).
Where acceptable railings cannot be used, a personal fall arrest system or other acceptable fall protection method will be required. A
personal fall arrest system must consist of a full body harness, shock absorbing lanyard, and an anchor point capable of supporting
5000 pounds per worker. The system must be rigged so that the maximum free fall is no greater than six feet.
Confined Space Entry
Any work requiring entry into permit required confined spaces must be carried out in compliance with 29 CFR 1910.146. The key
requirements are:
A Confined Space Entry Permit must be completed prior to entry

Any identified hazards in the space or in an area which might affect entry operations must be eliminated or controlled
The air quality in the space must be continuously monitored for oxygen, flammable gases and vapors, and toxic air
contaminants
Continuous forced air ventilation must be provided in the immediate area where people are working
Approved retrieval systems are required for any entrant
An attendant who monitors the entry operations from outside the space is required for each confined space entry
Rescue services must be readily available and identified before entry into the space

Confined space entry shall be coordinated with the City of Delray Beach
Lockout/Tagout
Lockout/Tagout shall be in compliance with 29 CFR 1910.147 and must be employed whenever maintenance, servicing, or demolition
work is being performed on equipment, machinery, or systems where the unexpected energization of the machines or equipment or the
release of stored energy could cause injury to employees.
Training must be provided for all employees who will be authorized to lock and tagout equipment or systems as well as for employees
whose work could be affected by a lockout/tagout.
The general procedure for Lockout/Tagout is as follows:
Notify all affected employees that a lockout will be employed and the reason why.
Coordinate with the BSA Corporation
Shut off the equipment or system by the normal shut off procedure (on/off switch, button, valve, etc.)
Place energy isolating device so the equipment or system is isolated from its energy source
Ensure that any stored energy (hydraulic systems, steam, air, heat, water, etc.) has been dissipated or restrained
Ensure no one is exposed and then turn the equipment or system on to verify that a zero energy state is maintained
Once the work is complete, ensure that everyone is out of the immediate area and all equipment has been restored to its
proper condition
Remove all lockout/tagout devices so that equipment or system can be restored to full operation. Locks can only be removed
by the person who installed them.
A walk through of the system will be performed by the BSA competent person.
Excavation
All excavation work on this project must comply with the OSHA requirements contained in 29 CFR 1926, Subpart P. Prior to beginning
any excavation activity, the Subcontractor must notify Sunshine Locators and any underground utilities must be located.
If any personnel will be entering any excavation, the following precautions must be taken:
A safe means of access/egress must be provided (stairs, ladders, ramps, etc.) such that no employee would need to travel
more than 25 feet to reach the means of egress/access
The excavation must be protected from cave in by approved sloping, benching, shoring, trench boxes, or other professionally
engineered system.
All spoil piles, material, and equipment must be located at least three feet from the edge of the excavation
A competent person must inspect all excavations daily prior to employees working in the excavation
If changing subsurface conditions can be reasonably anticipated the competent person will be required to provide continuous
inspections of the excavation
Employees shall not work in an excavation where water has accumulated
Where hazardous atmospheres (oxygen deficiency, flammable gases or vapors, or toxic contaminants) may exist, air
monitoring must be performed to ensure that the air quality is acceptable for entry
Employees entering deep and narrow excavations as defined in 29 CFR 1926.651(g)(2)(ii) will be required to wear a safety
retrieval device
Guardrails, barricades, or other acceptable protective systems must be used to prevent workers or the general public from falling into
any open excavation. Employees exposed to public vehicular traffic must wear warning vests.
Electrical Safety
The Construction Manager will provide reasonable power (120 volt) within 100 feet of the work area but each Subcontractor will be
responsible for providing any necessary electricity other than 120 volt. All use of electrical equipment must comply with relevant OSHA
requirements as defined in 29 CFR 1926 Subpart K.
Ground Fault Circuit Interrupters (GFCIs) must be used for all electrical (120 volt)
equipment to protect employees from ground fault hazards. All GFCIs must be tested at the start of each day for proper
operation. The following general electrical safety precautions must also be used:
Power tools shall either be double insulated or grounded.

Extension cords must be of the three-wire type and must be inspected prior to each use to ensure they are in good condition.
Extension cords shall be run a minimum of 7 overhead to prevent tripping hazards and minimize damage to the cord.
Any faulty or damaged cords or equipment must be immediately removed from service and tagged Do not use.
Only authorized and qualified electricians may work on electrical equipment.
No tape will be permitted on extension cords.

Welding & Hot Work
Only trained and authorized personnel shall perform welding (or flame cutting) operations on this project. The general safety
precautions for performing welding activities would include:
Welders shall use proper PPE including proper eyeshade protection, welding hood, long sleeves, welding jackets, welding
gloves, and any other PPE identified in the JHA.
Welding equipment shall be visually inspected daily prior to use.
Damaged or defective equipment must be immediately removed from service.
Combustible materials should be removed from the immediate area or protected from sparks and slag.
Welding cables shall be run a minimum of 7 overhead when possible and always protected from physical damage.
Welding screens shall be used to properly shield the arc.
Other personnel in the area must be protected from sparks and slag.
Crane Operations & Hoisting
The use of cranes, hoists, derricks, and elevators can present serious safety concerns and must be carried out in compliance with
OSHA requirements 29CFR 1926 Subpart N. General requirements for the safe use of any of these pieces of equipment would
include:
All manufacturers specifications, recommendations, and limitations must be followed.

Rated load charts, recommended operating speeds, special hazard warnings or instructions must be conspicuously posted on
all equipment and complied with.
A competent person must inspect all equipment prior to use and any deficiencies must be corrected before the equipment can
be used
A thorough and documented annual inspection must be performed on all equipment.
Only licensed, trained, and knowledgeable operators shall operate this equipment.
The load with rigging cannot exceed 80% of the cranes permissible load as indicated on the crane chart.
Noise / Hearing Protection
Excessive exposure to loud noises (>85-90 decibels) can damage your hearing or cause a variety of other problems including elevated
blood pressure, headaches, and fatigue. Therefore, any employees exposed to noise levels of 85 dB or above must receive Hearing
Awareness training and wear approved hearing protection. Earplugs and earmuffs are the most common forms of hearing protection.
Each hearing protection device is assigned a noise Reduction Rating (NRR). The NRR should be used in determining what type of
hearing protection is acceptable for each situation. For instance, if the noise level in an area was 90 dB and the NRR on the earplugs
you were using was 30, your actual noise exposure would be 60 dB, a safe level.
Respiratory Protection
Engineering controls such as ventilation or containment are the most effective means of protecting against inhalation exposures to
airborne contaminants. When these forms of controls are not feasible, respiratory protective equipment will be required. To be
effective, however, the contaminant and its concentration must be identified, the respirator must be properly selected, used, and
maintained, and any person using a respirator must be properly trained. Any use of respirators on this project must comply with the
OSHA requirements described in 29CFR 1910.134. Training fit testing and a thorough medical evaluation as required in the OSHA
standard must be completed before respiratory protective equipment can be used.
Asbestos & Lead
Asbestos is found in a wide variety of building materials (roofing shingles, flooring tiles, roofing and flooring mastics, insulating
materials, etc.) and is common in buildings built prior to 1980.
Any materials known or suspected to contain asbestos within the scope of this project will be abated by licensed asbestos abatement
Subcontractors. If there are any questions or concerns about known or suspected asbestos containing materials, the BSA Project
Manager should be notified immediately.
Lead is commonly added to industrial paints because of its characteristic to resist corrosion. Any work involving welding, cutting,
brazing, blasting, etc., on lead paint surfaces could result in employee exposure to lead. Activities that may disrupt painted surfaces
should only be carried out after the paint has been tested to ensure that it does not contain lead. If paint is found to contain lead, a
licensed abatement Subcontractor should be used to remove the lead hazard. If there are any questions related to lead hazards on this
project, they should be directed to the BSA Project Manager.
Emergency Procedures
In the event of a fire, employees should use the following procedures:

In all cases contact the local Fire Department IMMEDIATELY by calling 911 for any fire. Know your exact location and tell the
fire department.
Meet the fire department outside so you can tell them where the fire is.
Never assume you have put a fire out yourself. Always notify the local Fire Department.
Do not put yourself or others at risk. If you cannot put out a fire with one extinguisher, leave immediately.
Notify the BSA Project Manager or Superintendent of any fire.
In the event of an injury or illness that requires emergency medical personnel, employees should use the following procedure:
Notify emergency medical personnel by calling 911. You should be able to tell the emergency operator where you are, what
the nature of the emergency is, and how many people are involved.
Administer first aid.
If possible, have someone meet the ambulance outside so they can be shown where the injured party is located.
Notify the BSA Project Manager or Superintendent.
In the event of an emergency that requires employees to evacuate the work area, all employees shall follow this emergency evacuation
procedure:
Upon learning of an emergency, all employees shall proceed calmly to their designated emergency assembly areas
Employees should listen for special instructions. Foremen shall take a head count to ensure all employees are present.
Employees must not re-enter the work area until informed that it is safe to do so by emergency response personnel or project
management personnel.
Injury Management
BSA Corporation has an aggressive injury management program, which helps to ensure that our employees receive the best care.
BSA Management is informed of any injuries in the field, and sees that injuries are properly and accurately reported and recorded when
required.
All injuries, no matter how minor, must be reported immediately. Copies of all incident reports (First Report of Injury Forms),
investigation reports, and other paperwork shall be submitted within 24 hours to the BSA Project Manager. Additionally, BSA
Corporation will conduct an accident investigation concurrently with the employer.
It is strongly suggested by BSA Corporation that all Subcontractors adopt an aggressive injury management program if not already in
place. This program will reduce your OSHA Recordable Cases, will save money in insurance and lost time costs, and will allow your
employees to return to work as soon as possible.
Safety Violations
All Subcontractors will be required to comply with all applicable safety regulations and requirements, specifically Federal OSHA
standards and BSA Corporation safety program (the more stringent requirement will prevail). If a Subcontractor fails to meet these
requirements, BSA Corporation reserves the right to issue a safety violation. All safety violations will be assessed against the
Subcontractor, not the Subcontractors employee.
Subcontractors found in non-compliance with any of the applicable safety rules or regulations will receive a Notice of Non-
Compliance, either oral or written. The violation must be abated immediately by the Subcontractor. Failure to abate the violation or
continued failure to comply with the Basic Safety Rules and Regulations may result in a monetary fine. The following table describes
the amount of the fines which may be assessed for specific safety violations. BSA Corporation reserves the right to assess a fine on
any safety violations not specifically covered below.
Safety Violation Potential

Fine
Failure to submit Safety Program, Hazard Communication Program, and MSDS $300
Failure to report an accident or injury $300
Failure to use required personal protective equipment (hard hats, safety glasses, $500
safety shoes, etc.)
Failure to wear appropriate work clothing $500
Failure to implement a respiratory protection program where required $500
Horseplay or fighting dismissal
Failure to protect roof, floor, or wall openings $1,000
Failure to provide and use proper fall protection where required $1,000
Possession or use of firearms, illegal drugs, or alcohol $1,000 per
worker*
Failure to maintain acceptable housekeeping $500
Use of defective or damaged tools $500
Failure to use GFCI and perform weekly inspections of electrical cords, tools, and $500
equipment
Failure to obtain required permits (confined space entry, excavation, lockout/tagout, etc.) $1,000
Performing electrical hot work without prior approval from BSA Corporation $1,000
Failure to inspect and test burning and cutting equipment daily before being used $1,000

Failure to follow lockout/tagout procedures $1,000
Improper use of ladders $500
Erecting or using scaffolding that does not comply with OSHA requirements $1,000
Confined Space Entry that does not comply with OSHA and BSA requirements $1,000
Using vehicles or equipment without roper alarms, horns, and protective devices (29CFR $500
1926.602)
Improper excavation or failure to notify proper authorities before excavation $1,000
*offenders will be dismissed from the site
Employee Behavior
No Subcontractor shall use, possess, purchase, sell, transfer or be under the influence of alcohol, drugs or other controlled substances
on the work site, or while operating equipment. Additionally, substance abuse that affects a Subcontractors work performance or
results in the Subcontractor being under the influence or impaired while working is also prohibited.
Substance abuse includes the misuse of alcohol, drugs, or other substances that have known mind or function altering effects on a
person. Prohibited substances include any psychoactive or controlled substances, except as legally prescribed by a licensed physician
and used in accordance with the prescription.
Consistent with our policy of equal employment opportunity, harassment in the workplace based on a persons race, sex, sexual
orientation, religion, national origin, age or disability will not be tolerated. Any employee caught in such activities will be subject to
immediate discipline.
Subcontractors are expected to conduct themselves in a professional manner. Foul language, rude gestures and offending clothing
have no place on the job site.
Aerial Lifts
All aerial lifts (scissor lifts, extensible or articulating boom platforms, or ladder truck) used on any BSA Corporation project must comply
with OSHA requirements (29 CFR 1926.453), the manufacturers specifications and this safety plan. Aerial lifts may only be operated on
solid surfaces that are free from obstructions or holes that could cause the lift to topple.
Aerial lift operators must receive training on the specific equipment (manufacturer and model) they will operate. Only employees who
are properly trained and certified shall operate aerial lifts. Proof of training must be maintained on the job site. Employees operating or
working from aerial lifts must be equipped with a personal fall arrest system that is tied off to an acceptable anchorage (5000-pound)
within the lift. Employees must always stand firmly on the floor of the basket and shall not climb, sit or stand on the rails or edge of the
basket.
Lift controls shall be tested each day prior to use to determine that they are in safe working condition. Boom platforms (extendible or
articulating) must have both platform (upper) and lower controls. The upper controls must be within easy reach of the operator and the
lower controls must provide for overriding the upper controls. Lower level controls must not be operated unless permission has been
obtained from the employee in the lift except in the case of an emergency.
When aerial lifts are operated in the vicinity of energized electrical equipment a minimum safe approach distance (MSAD) must be
maintained in compliance with the table below. The insulated portion of an aerial lift shall not be altered in any way that might reduce
its insulting value. Assume all electrical parts or wiring is energized unless known otherwise.
Voltage Range Distance

(phase to phase) (feet)
0 to 300v avoid contact

Over 300v to 50kv 10
Over 50kv to 200kv 15

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EXHIBIT 4
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EXHIBIT 5

09 10 16 - Master Subcontract Exhibits v6.05

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THE CONTRACTOR AND SUBCONTRACTOR AGREE AS SET FORTH BELOW:

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 1 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 2 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 3 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 4 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 5 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

The following special conditions apply to the Subcontractors Work:

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 6 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

BSA Corporation Safety Policy

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 7 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 8 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

A list of hazardous chemicals known to be present in the workplace.

Job Safety Planning / Job Hazard Analysis

Elevated Work Locations

Confined Space Entry

A Confined Space Entry Permit must be completed prior to entry

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 9 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

The general procedure for Lockout/Tagout is as follows:

Power tools shall either be double insulated or grounded.

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 10 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

Crane Operations & Hoisting

All manufacturers specifications, recommendations, and limitations must be followed.

Noise / Hearing Protection

Asbestos & Lead

In the event of a fire, employees should use the following procedures:

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 11 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

Safety Violation Potential

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 12 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

Voltage Range Distance

0 to 300v avoid contact

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 13 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 14 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

V06.05 master PAGE 15 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

V06.05 master PAGE 16 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

SUBCONTRACTOR INITIALS ___________

V06.05 master PAGE 17 of 17 Exhibit Pages CONTRACTOR INITIALS ___________

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