Subcontractor Agreement

Terms & Conditions

ADVANCED ELETRICAL TECHNOLOGIES

SUBCONTRACTOR AGREEMENT -- TERMS AND CONDITIONS

These Terms and Conditions are incorporated herein by this reference to the Subcontractor Agreement (the “Agreement”) between AET and the Subcontractor identified on the cover page of the Agreement.

1. TERM OF AGREEMENT. The period of performance of this Agreement shall commence on the date of this Agreement and shall continue unless modified in writing by mutual agreement of the parties or terminated pursuant to the terms of this Agreement.

2. SCOPE OF WORK. The Work to be performed under this Agreement is described on Exhibit A, attached to the Agreement (the “Statement of Work” or “SOW”). All Work shall be subject to and governed by the terms and conditions of this Agreement regardless of any different, inconsistent or additional terms set forth on Exhibit A. Subcontractor shall furnish, at its sole, expense, all supervision, labor, materials, tools, supplies, equipment, and transportation necessary to execute all Work authorized on such SOW(s). Subcontractor shall supply, at its expense, all necessary safety devices, equipment and special clothing required for use by Subcontractor’s employees.

Work performed under this Agreement will be in furtherance of Work undertaken by AET under a prime contract (“Prime Contract”) between AET and AET’s Client. Subcontractor expressly assumes all obligations and responsibilities applicable to AET under the Prime Contract including, but not limited to, Change Order procedures and agrees that, in addition to any other right and remedies afforded AET by this Agreement or law, AET shall have the same rights and remedies against Subcontractor with respect to the Subcontractor’s Work which the client has against AET under the Prime Contract. When a provision of this Agreement contradicts a provision of the Prime Contract, the more stringent provision shall control. The Prime Contract will be available for review at the job site. By signing this Agreement, Subcontractor represents and warrants that it has either reviewed the Prime Contract or has had ample opportunity to review the Prime Contract and has elected to waive its rights to review the Prime Contract.

3. COMPENSATION.

a. The terms of compensation for the Work, including any retainage withholding and invoice requirements will be set forth on the SOW. Payment of Subcontractor’s invoice will be made within 15 business days after AET receives payment from AET’s Client for Work performed by Subcontractor. AET may withhold up to 10% retainage, (or such greater percentage if required under the Prime Contract), from each invoice draw until substantial completion of the project is approved by AET’s Client, and until AET has received the final signed unconditional lien releases from Subcontractor and all Materials suppliers and Subcontractors.

b. Subcontractor’s final invoice must include a request for any amounts retained and be accompanied by a fully executed “Lien Release” (in form and substance acceptable to AET), attesting that all obligations and liabilities associated with the Work have been discharged. AET will not pay the final invoice or release retained amounts until final acceptance of the Work and receipt of such Release. Final payment shall not be construed to be a waiver by AET of any of its rights under this Agreement or by any applicable law.

c. The compensation shall in no event exceed the amount stated in the SOW without express written approval by AET. The compensation provided for in this section 3 shall be the total consideration to Subcontractor for completion of the Work.

d. AET may at its option set off any amount otherwise due from AET to Subcontractor under this Agreement against any amounts of whatsoever nature owed by Subcontractor which are due AET.

4. PERFORMANCE OF SERVICES. Subcontractor agrees to render its services in a safe, neat and good workmanlike manner, exercising a reasonable degree of care and skill, at such time and places that AET may reasonably request. Subcontractor shall render services only upon the specific request of AET as described in the SOW. All Work shall be performed to the satisfaction of AET or its authorized representative. Subcontractor shall not be entitled to compensation for any services rendered in excess of those specifically requested by AET in writing. Subcontractor agrees to perform each phase of the Work at the scheduled time and the scheduled sequence and otherwise to cooperate with AET and its suppliers and other subcontractors as requested by AET or its authorized representative to minimize delay or other hindrances of their work. AET may modify any prior request for services at any time. Subcontractor shall give immediate notice where any event occurs or conditions arise which the Subcontractor considers to constitute a basis for any modification of this Agreement. If Subcontractor fails to notify Contractor within five days after learning of any such event or condition, Subcontractor shall be deemed to have waived its right to receive additional compensation with respect to changes required in Work. Any changes to the schedule beyond control of Subcontractor shall be documented and submitted to AET for authorization for extension of time. AET and Subcontractor agree that time is of the essence in the performance of the services under this Agreement.

5. DELAYS. Neither AET nor Subcontractor shall be liable for default caused by failure of performance or delay under this Agreement caused by AET’s Client’s stop orders, acts of God, or other events beyond the control of such party and which by the exercise of reasonable diligence such party was unable to prevent. Such acts or events shall include adverse weather conditions, floods, fires, epidemics, war, riot, strikes, lockouts, or other labor disputes, interruption of transportation, and acts of the government, its agencies or officers whether federal, state, or local. The time for completion shall be extended for a period determined by AET to be equal to the period of delay. Such opportunity by Subcontractor to secure this extension to complete the Work delayed shall be deemed fully compensatory to Subcontractor and in lieu of any claim by Subcontractor to monetary damages due to such delay. Other than the foregoing, Subcontractor shall be liable for and shall indemnify, defend and hold Contractor harmless of all loss, costs, damages, or penalties caused by or resulting from Subcontractor’s delays in performing the Work in accordance with the schedule delivered to Subcontractor by AET. Without limiting the foregoing, Subcontractor shall be liable to AET for any liquidated damages, daily late fees, or similar damages charged to AET under the Prime Contract for delays.

6. SUSPENSION OF SERVICES. AET may suspend performance of services hereunder at any time by written notice to Subcontractor. All suspensions shall extend the completion date commensurably. The Subcontractor will be eligible for compensation for suspension of all or any portion of the Work authorized by AET only if such suspension is not due to the fault or negligence of Subcontractor and is also not due to Subcontractor’s failure to comply with the requirements of this Agreement. As full compensation for any such suspension, the Subcontractor may be reimbursed for all reasonable costs associated with mobilization and demobilization of the Subcontractor’s workers and equipment and an equitable amount to reimburse the Subcontractor for costs incurred by the Subcontractor in performing its duties directly attributable to the suspension in addition to other compensation provided for by this Agreement, but only to the extent that such compensation is permitted and actually received by AET from AET’s Client pursuant to the Prime Contract.

7. TERMINATION FOR DEFAULT. AET may terminate this Agreement by written notice to Subcontractor of any of the following events: (a) Subcontractor fails to commence its services hereunder, or any portion thereof, within the specific time, or fails to complete its services within the specified time, or otherwise fails to comply with any term of this Agreement or any request of AET made in accordance with its terms; or (b) Subcontractor becomes insolvent, petitions for any bankruptcy court proceeding, or has an involuntary bankruptcy proceeding for it filed by any creditor or group of creditors.

In the event of termination under this Section 7, AET shall have the right to complete the terminated Work by whatever method AET may deem expedient, including without limitation, by employing another Subcontractor under such form of contract as AET may deem advisable, or by having AET provide the labor and materials and performing such Work. No further payment shall be made to Subcontractor until the services provided for hereunder have been completed by other parties selected by AET or by AET and paid for. If the total amount paid to all parties for services contracted for hereunder has been less than the maximum compensation provided for in Article 3.C herein, the difference (but not more than the pro-rata contract amount otherwise earned by Subcontractor) shall be paid to Subcontractor; and if said total amount paid to all parties has been more than the maximum compensation, Subcontractor shall repay the deficiency to AET, including , but not limited to, costs, taxes, insurance and overhead incurred by AET. If AET or AET’s Client performs Work under this section, AET or AET’s Client shall have the right to take and use any materials, supplies, and equipment belonging to Subcontractor and located at the worksite for the purpose of completing any remaining Work. Immediately upon completion of the Work, any remaining materials, supplies, or equipment not consumed or incorporated in the Work shall, at AET’s option, be made available for pick-up by Subcontractor or returned to the Subcontractor in substantially the same condition as when they were taken, reasonable wear and tear excepted.

8. TERMINATION FOR CONVENIENCE. AET may, at its option, at any time and for any reason, terminates this Agreement as to all or any portion of the uncompleted Work. Termination will be given by written notice In that event, AET shall pay Subcontractor for services performed to the effective date of termination plus necessary and reasonable termination charges directly attributable to termination. Subcontractor hereby waives any claim for damages including without limitation, loss of anticipated profits on account of such termination. In the event AET gives Subcontractor such notice of Client’s termination, Subcontractor shall withdraw its employees and equipment from the work site by the effective date of termination as specified in the notice. Subcontractor’s failure to do so shall entitle AET or its Client to bring an action for damages, including attorney’s fees and/ or to bring an action for injunctive relief.

9. LIENS AND CLAIMS.

a. Subcontractor shall promptly pay in full all amounts due all persons, firms or corporations performing labor or furnishing equipment, material or other items or services used in, upon or for the Work to be performed in accordance with this agreement, and Subcontractor shall pay and discharge any and all liens which may be asserted against the Work or any real property upon which the Work is being performed on account of any such claims. AET may, as a condition precedent to any payment for Work performed, require Subcontractor to submit evidence of payment of all amounts due and complete waivers and releases of any and all claims of any of Subcontractor’s subcontractors or suppliers. Such releases must be submitted covering all such amounts due, claims or liens as a condition precedent to final payment.

b. All monies paid to the Subcontractor shall be used by the Subcontractor solely for the purpose of paying for the labor, materials, equipment and supplies used by the Subcontractor in the performance of this Agreement until all persons and entities who have the right to assert claims or liens against the project or against funds due to AET, or who have rights of action against Subcontractor or its surety, for said labor, materials, equipment, or supplies, have been paid in full. Subcontractor agrees that all monies received by it under the terms of this Agreement shall be held in trust for the payment of such persons and entities and shall not be diverted by Subcontractor to any other purpose until such persons and entities have been paid in full.

c. Should Subcontractor fail or refuse to discharge any lien or claim or to provide adequate security for the payment of or defense of such claims, after receiving forty eight (48) hours written notice of such by AET, AET shall have the right (without prejudice to any other rights afforded by this Agreement and by any applicable law) to make payment to Subcontractor’s claimant, credit or lien holder and to then deduct the amount paid from any amounts due or becoming due to Subcontractor.

10. CONFIDENTIALITY. Subcontractor agrees that, during and after the term of this Agreement, it will protect against and prevent directly or indirectly the disclosure or unauthorized use by any third person, or for its own benefit, any inventions, discoveries, development, trade secrets, techniques, methods, processes, formulas, drawings, specifications, specialized knowledge, data, records, customer lists or data, or other confidential or proprietary information or ideas whether business or technical of AET or client, encountered or originated by Subcontractor and arising out of its rendering services to AET.

11. OWNERSHIP OF MATERIALS AND DOCUMENTS. All materials resulting from Subcontractor's or AET’s efforts in connection with this Agreement, including documents, drawings reports, calculations, maps, photographs, computer programs, computer files, notes and any other pertinent data are the exclusive property of AET. They shall be retained by Subcontractor for a minimum of three (3) years, and shall not thereafter be disposed of without prior written notice to AET. Reuse of these materials by Subcontractor on projects other than with AET is prohibited without written permission. Subcontractor agrees to indemnify and hold harmless AET from all claims, damages, and expenses, including attorney's fees, arising out of such unauthorized use by Subcontractor.

12. ACCOUNTING AND AUDITING. Subcontractor shall prepare and maintain accounting records in support of all amounts billed to AET. Subcontractor's files and records relating to performance of the Agreement and billing therefore shall be subject to review (or if necessary an audit at Subcontractor’s expense) at all times during the course of the project and for a period of three (3) years after completion of each authorized project.

13. ASSIGNMENTAND SUBCONTRACTS. Subcontractor may not assign or subcontract this Agreement or the SOW or any payment due or which becomes due under this Agreement in whole or in part without AET’s prior written consent. No assignment or subcontract shall relieve Subcontractor of its obligations under this Agreement. Any subcontracts entered into by Subcontractor shall be subject to the terms of this Agreement, including without limitation, rights to set-off and to retain moneys.

14. TESTS AND INSPECTIONS. If the SOW or attachments thereto, AET’s instructions, applicable laws, ordinances or any public authority require any part of the Work to be inspected or tested and approved, Subcontractor shall give AET and such public authority, as required, timely notice of its readiness for inspection and provide proper and safe conditions for the necessary access to inspect and test. If any such part of the Work is covered up without AET’s approval or the required approval of public authority, it must be uncovered for inspection at Subcontractor's expense if directed by AET or such public authority. AET shall have the opportunity to witness all tests.

15. INDEPENDENT CONTRACTOR STATUS. Subcontractor shall perform the Work as an independent contractor and shall not be an employee, agent or representative of AET. Contractor shall have responsibility for and complete control over the details of and means for performing the Work assigned with AET interested only in the results; provided, however, that the results must meet with the approval of AET, which has the general right of inspection. Contractor, its employees or agents shall not represent, act, purport to act or be deemed to be the agent, representative, or employee of AET. If for any reason the Contractor and/or its employees are found to be an employee of AET by any governmental authority, the terms of this Agreement shall still apply and Contractor shall be liable to AET for any increased taxes, assessments, fees or other expenses including legal fees and costs AET incurs as a result of the reclassification of Contractor and/or its employees as an employee of AET.

16. LIABILITY AND INDEMNITY.

a. Subcontractor assumes all liability for its Work to be performed and for breach of any of the terms in this Agreement Subcontractor agrees to indemnify, hold harmless, and defend (with defense counsel subject to AET’s approval) AET, its Client and any and all of its affiliates, partners, directors, officers, agents, or employees (“AET Indemnities”) from and against any and all claims, damages, liabilities, penalties, fines, forfeitures, causes of actions, losses and expenses incidental thereto (including, but not limited to costs of defense and settlement, in-house counsel costs (billed at $300 per hour), reasonable attorney's fees, expert witness fees and investigation fees), which AET Indemnities may hereafter suffer, incur, or be responsible for or pay out as a result of any bodily injuries or death to one or more persons, property damage or destruction thereto including loss of use thereof and downtime, contamination of or adverse effects on the environment or violation or alleged violation of any statutes, ordinances, orders, rules or regulations of any government entity or agency to the extent such are caused by, or arise out of any negligent or willful act or omission of Subcontractor, its agents, employees and sub tier subcontractors, suppliers, representatives or anyone directly or indirectly employed by any of them (“Subcontractors’ Support”) occurring either in the performance of this Agreement or outside said performance but in, on, or about the premises where the Work is to be performed. Subcontractor’s duty to indemnify, defend and hold AET Indemnities harmless shall not apply to any liability caused by or resulting from the sole negligence of AET Indemnities. Further, in the case of concurrent negligence of Subcontractor or and/or any of Subcontractors’ Support on the one hand and AET Indemnities on the other hand, Subcontractor shall so indemnify AET Indemnities to the extent caused by or resulting from the negligence, willful misconduct or breach of this Agreement by Subcontractor and/or Subcontractors’ Support.

b. Subcontractor shall be responsible for and shall hold AET harmless from loss or damage to Subcontractor's or its subcontractor's construction tools and equipment and rented items which are used or intended for use in performing its Work, and for any consequential, special or indirect damages incurred by Subcontractor or its subcontractors, and shall indemnify AET for loss of or damage to AET or its Client’s property intended to be incorporated into or used in the construction project while in the Subcontractor's care, custody, or control.

c. Subcontractor acknowledges that the indemnification obligations under this section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable to or for any third party under Worker’s Compensation Acts, Disability Benefit Acts, or other employee benefit acts. Subcontractor waives any immunity, defense or protection under any workers’ compensation, industrial insurance or similar laws (including, but not limited to, the Washington Industrial Insurance Act, Title 51 of the revised Code of Washington. AET and Subcontractor hereby certify that these indemnification provisions were mutually negotiated and agreed by the parties.

d. Notwithstanding any other provision in this Agreement, AET shall not be liable for consequential damages including, without limitation, lost profits.

17. COMPLIANCE WITH APPLICABLE LAWS. Subcontractor shall comply and shall ensure that all of its agents, subcontractors, suppliers and their employees shall comply with all applicable provisions of federal, state, and local laws, regulations, rules, orders and requirements thereof pertaining to the labor provided and Work to be performed under this Agreement, including but not necessarily limited to, equal employment opportunity laws, immigration Laws, occupational health and safety laws, wage and hours laws and other laws described in the Prime Contract. Subcontractor agrees to bear all costs, expenses, damages, and fines arising out of violations of such laws, regulations, rules, orders and requirements by Subcontractor or its subcontractors including costs and expenses of conforming the Work performed under this Agreement to the requirements thereof.

18. DRUG AND ALCOHOL POLICY. AET adheres to a zero tolerance policy with regard to substance abuse. The unlawful possession , use, sale, transfer or purchase of Alcohol, drugs or controlled substance as defined by State or Federal law by an employee of Subcontractor while on AET property or Work site, and/or working under the influence of any substance that can adversely affect alertness, coordination, decision making, safety or job performance is strictly prohibited. Violations of this policy will result in disciplinary action which may include disqualifying the offending employee from further Work on AET property or Work site.

19. INSURANCE REQUIREMENTS. Subcontractor shall maintain in effect at all times during performance of the Work and for not less than one (1) year after completion of any Work with insurers satisfactory to AET the insurance coverage as described below under sections 19A, 19B and 19C. The limits set forth below are minimum limits and shall not be construed to limit Subcontractor’s liability and shall not relieve or decrease the liability of Subcontractor and shall not be construed as to be a limitation of liability of Subcontractor. All policies shall be primary. Any insurance or self-insurance maintained by AET shall be excess and noncontributory. Should the Prime Contract require additional coverage and/or higher limits, the Subcontractor will be notified of such requirements.

All policies providing the required insurance, with the exception of Workers’ Compensation and Employers Liability Insurance, shall be endorsed to include AET and, if requested, AET’s Client and/or Project Owner, as additional named insured(s). Subcontractor shall cause its insurer to include a waiver of subrogation clause in favor of AET and Its Client or issue an endorsement to its policy recognizing and agreeing to this provision for the insurance coverage required under the provision of paragraphs 19 A, 19B and 19C below.

Subcontractor shall furnish to AET certificates of insurance evidencing such coverage for itself and any subcontractors it may employ and such certificates must be approved by AET before Work commences under this Agreement. In the event of failure to furnish such certificate(s) or endorsement(s) or the cancellation of any required insurance, without prejudice to any other remedy AET may have, AET may terminate this agreement, or, at its option, upon the giving of three(3) days’ notice by ordinary mail to Subcontractor, obtain any required insurance and charge the cost thereof to Subcontractor. All certificates of insurance shall include the provision that the included coverages will not be amended, canceled, terminated or reduced without thirty (30) days prior written notification to AET, and the failure of the Subcontractor’s insurance carrier to comply or give notice as required shall be considered a default by the Subcontractor under this Agreement. Replacement certificates evidencing renewal or replacement shall be provided to AET prior to the expiry date of any policy. Subcontractor shall not have the right to receive any payment under this Agreement until certificates are received and approved by AET.

A. Worker's Compensation and Employer’s Liability

Workers' Compensation insurance complying with the applicable labor codes and Worker’s Compensation law(s) of the State in which the Work is performed. Employer’s Liability Insurance with minimum limits of $1,000,000.00 each accident for Bodily injury by accident, $1,000,000.00 each employee for Bodily Injury by Disease and $1,000,000.00 policy limit for Bodily Injury by disease. Subcontractor’s policy(s) shall provide coverage on a stop gap basis and require all subcontractors to maintain similar coverage (unless Subcontractor’s policy(s) insure subcontractor employee on a primary basis) for the subcontractor’s employees employed in connection with the Work to be performed under this Agreement.

B. Commercial General Liability including Contractual Liability.

Commercial or Comprehensive General Liability insurance including contractual liability for the indemnity clause set forth in paragraph 14 of this Agreement on an occurrence form with a combined single limit of $1,000,000.00 each occurrence and $2,000,000.00 aggregate (including per project aggregate), for bodily injury of one or more persons and for liability arising out of damage to or destruction of property, including loss of use thereof. $2,000,000 Products and Completed Operations Aggregate. If the Work to be performed under this Agreement involves hazards due to blasting or explosives, or the hazards of the collapse of or structural injury to any building due to excavation, pile driving, shoring or underpinning, or the hazards of injury to or destruction of underground wiring, piping, or other like extensions, arising from use of mechanical equipment, then the policy shall be expressly endorsed to cover such hazards. This insurance specified herein shall be primary to and not in excess of any other insurance available to AET or its Client.

C. Automobile Liability

Automobile Liability Insurance for bodily injury to one or more persons, including death, and property damage or destruction thereto including coverage for all vehicles whether owned, non-owned ,hired, leased, rented, operated, licensed by Subcontractor, and utilized in connection with or incidental to the Work, with limits of $1,000,000.00 each accident.

20. WARRANTY. Subcontractor warrants: (1) it has the right to enter into this Agreement and the Work shall be performed in strict and complete compliance with the requirements of this Agreement and the Prime Contract and each employee assigned by Subcontractor to perform the Work under this Agreement is an employee of Subcontractor and shall have the proper skills, training and background so as to be able to perform in a competent and professional manner; (2) all services and materials provided shall strictly conform to any specifications or drawings provided by or approved in writing by AET; and (3) all services and/or materials provided shall be free of defects in design, materials or workmanship and against failure under ordinary usage, exclusive of ordinary wear and tear for a period of one (1) year (or such longer period of time required under the Prime Contract) after final acceptance of Work by AET. Subcontractor agrees to repair or replace, at its sole cost and expense, and at no cost to AET or Client all defects in Work that are discovered and are called to Subcontractor’s attention by AET ‘s notice to Subcontractor prior to the expiration of one (1) year after final acceptance of Work by AET. Subcontractor warrants that any materials supplied but not manufactured by Subcontractor shall at a minimum carry the manufacturer’s warranty and Subcontractor shall assign such manufacturer’s warranty to AET. Subcontractor also makes such further guarantees as may be required in the SOW or attachments thereto. Promptly after receipt of such notice of defect(s), Subcontractor shall repair or replace any portion of the Work affected by the defect(s). If the Subcontractor fails to proceed with reasonable promptness to accomplish any repair, replacement or testing required under this section, AET may: (a) accomplish such repair or replacement and charge the Subcontractor any cost incurred in doing so in an amount that is equitable under the circumstances and terminate the performance of any Work being performed under the Agreement in accordance with Section 7 (Termination for Default).

21. LIENS. Subcontractor, acknowledges that liens are unenforceable on trial lands. Nevertheless, Subcontractor agrees to furnish, at AET’s request, a list of all fabricators, material men, subcontractors, suppliers and work men involved in Subcontractor's performance, together with a waiver of lien form or other evidence satisfactory to AET that all claims for labor and material have been satisfied and paid and that there are no unsatisfied claims for injuries to persons nor properties. AET retains the right to withhold from any payments to Subcontractor such amounts as AET deems sufficient to protect AET and its property against contractors, suppliers, and workmen which could or may become a lien or claim against AET, or the property of Client. AET may at any time pay and discharge such lien or claim and deduct the amount so paid, together with costs and attorney's fees, from any payment then due or thereafter to become due to Subcontractor. If any lien or claim remains unsatisfied after payment has been made by AET to Subcontractor, Subcontractor shall refund to AET the entire sum that AET may be compelled to pay in discharging such lien or claim, together with all costs and attorney's fees.

22. DISPUTE RESOLUTION. If the matter under dispute involves AET’s Client and/or its acts or omissions to act, or in any dispute brought by AET’s Client that involves Subcontractor or its acts/omissions, such dispute will be resolved in accordance with the dispute resolution process set forth in the Prime Contract, and Subcontractor agrees to be bound by the outcome of that Prime Contract dispute resolution process. For any and all other disputes not involving AET’s Client , as a condition precedent to any arbitration hearing, the parties shall submit their dispute to non-binding mediation. If the dispute is not resolved within 30 days by mediation, it shall then be submitted to binding arbitration in accordance with the Arbitration Services of Portland, Inc. The party that prevails in such arbitration will be entitled to recover from the other its reasonable attorney’s fees, expert witness fees litigation costs and other costs of arbitration, which shall be determined by the arbitrator and included in the award, which award shall be binding upon the parties. Despite an unresolved dispute, the Subcontractor shall continue without delay to perform its responsibilities under this Agreement.

23. GOVERNING LAW AND VENUE. If Subcontractor is domiciled in the State in which the Work occurs, this Agreement shall be governed and interpreted in all respects in accordance with the substantive law of such state, and any mediation or arbitration hearing will be held in such State, provided however, the mediator or arbitrator shall not be permitted to award punitive damages. If Subcontractor is not so domiciled, the Agreement shall be governed and interpreted in all respects in accordance with the substantive law of Washington, without regards to the principles of conflict of law rules. The location of any mediation or any arbitration hearing will be as the parties may specifically agree at the time of the dispute, and in the absence of such agreement shall take place, at AET’s election, at either the location of the project at issue or in Longview, Washington. If any provision of this Agreement shall be held invalid or unenforceable to any extent the remainder of the Agreement shall be in full force and effect and shall not be affected thereby.

24. LICENSES/LEGAL INFORMATION. Subcontractor agrees to submit to AET along with this signed agreement copies of their contractor’s license, liability insurance certification, workman’s compensation certification, and state and federal tax identification numbers for the states they will be working in prior to commencing services. Subcontractor agrees to pay any and all contributions or taxes for unemployment insurance, workman’s compensation fund and to other funds required by law or regulation.

25. SUCCESSORS. This Agreement shall bind the respective parties and their officers, directors, employees, representatives, successors and assigns of the parties.

26. NO WAIVER. The failure of either party to insist in any one or more instances upon performance of any terms and conditions of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition, but the obligations of either party with respect thereto shall continue in full force and effect. No provision of this Agreement shall be considered waived unless such waiver is given in writing , and the waiver given in writing shall not be a waiver of any past or future default, breach or modification of this Agreement unless specifically stated in the waiver.

27. INTEGRATION. This Agreement, along with these Terms and Conditions and the Statement of Work, the Prime Contract, and the attachments and exhibits to any of them, if any, contains the entire understanding and agreement between the parties in respect of the subject matter of this Agreement. They supersede and replace all prior negotiations, agreements, representations and/or understandings between the parties. No change in or amendment to this understanding and agreement between the parties shall be valid unless set forth in writing and signed by all of the parties, except oral changes specifically permitted by any section of this Agreement shall be effective, but only to the extent and purpose described in the section. The parties shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth in this Agreement.  If any attachment or exhibit is provided by Subcontract, all terms and conditions in such attachment or exhibit (whether or not they directly conflict with these terms and conditions) are disclaimed and inoperative except for any scope of work and price.

28. SURVIVAL OF TERMS. The provisions contained in sections 2, 9,10,11,14,15, 16, 17, 21, 22, 23 and 24, and 26-32 of this Agreement shall survive and remain in effect following the termination of this Agreement.

29. SIGNATURES/ NOTICES. The individuals executing this Agreement are the authorized representatives upon whose decisions and information each party may rely in performance of this Agreement. Any information or notices required or permitted hereunder may be made by mail, facsimile, email or personal delivery and shall be deemed to have been duly given to either party on the day that notice is delivered personally or sent by email or facsimile or three days after having been mailed by first class mail to these signatories or to The President, General Manager or Project manager of either party at the addresses set forth below. Copies of any notice sent to AET must be copied to AET’s General Counsel. An executed original of the signed document shall be delivered within three (3) days of any delivery by facsimile or email, but failure to deliver the executed original shall not change the effective date of the document. A party may change it address for future notices by such notice.

30. SEVERABILITY. 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.

31. NO THIRD PARTY BENEFICIARIES. Except as expressly provided, this Agreement is for the exclusive benefit of the Parties, and not for the benefit of any third party. This Agreement represents the entire and integrated agreement between the Parties, and supersedes all prior negotiations, representations, or agreements, either written or oral.

32. JOINT DRAFTING. The Parties expressly agree that this Agreement was jointly drafted, and that both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Therefore, this Agreement shall be construed neither against nor in favor of either Party, but shall be construed in a neutral manner.

END OF TERMS AND CONDITIONS.

(Revised August 2017)

EXHIBIT A

FORM OF STATEMENT OF WORK

This Statement of Work (“SOW”) is delivered subject to the Subcontractor Agreement dated ___________________, 20____, by and between Pacific Northern Environmental Corp. (“AET”) and _______________________________ (“Subcontractor”) and is incorporated therein.

1. [Describe the materials and labor to be provided.]

2. [Describe the labor and pricing including any not-to-exceed number.]

3. [Describe any retainage.]

4. [Describe schedule.]

5. [Describe the dates of any plans and specifications on which the Work is based.]

6. [Describe any special guarantees or warranties by Sub.]

7. [Describe any liquidated damages.]

8. [Provide access to a redacted copy of the Prime Contract.]

Dated: _______________________________

Pacific Northern Environmental Corp.

By:____________________________

Name:_________________________

Title: _________________________

_______________________________

By:____________________________

Name:_________________________

Title: __________________________

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