MASTER SUBCONTRACTOR AGREEMENT

Pacific Electrical Services LLC

RECITALS

Pacific Electrical Services LLC ("Contractor") and Subcontractor have agreed to enter into a relationship in which

Subcontractor will provide services for maintenance, repair, monitoring, construction, alteration, and/or renovation as

specified in one or more subcontracts or purchase orders issued by Contractor. Unless otherwise defined, "Services"

include labor, supervision, tools, equipment, materials, and installation of goods and equipment as identified in a Purchase

Order.

All Subcontracts and Services are subject to the terms of this Master Subcontractor Agreement. No contrary terms in any

other document shall apply unless expressly agreed to in writing by Contractor.

ARTICLE I – GOVERNING PROVISIONS

This Agreement governs the relationship between Contractor and Subcontractor and all Services provided under any

Purchase Order. This Agreement is incorporated into every Purchase Order whether or not referenced. In the event of

conflict, this Agreement controls.

ARTICLE II – THE SUBCONTRACTOR

Subcontractor shall maintain all required licenses, supervise and coordinate its work, comply with all laws, codes, and

regulations, and perform all Services in a skillful and workmanlike manner. Subcontractor is an independent contractor

solely responsible for means and methods.

ARTICLE III – SAFETY

Subcontractor is solely responsible for initiating, maintaining, and supervising all safety precautions and programs in

connection with the Services and shall immediately notify Contractor of any injuries.

ARTICLE IV – WARRANTIES AND CORRECTION OF WORK

Subcontractor warrants that all Services and materials shall be new unless otherwise specified, free from defects, and in full

conformance with Contract Documents. Defective work discovered within one (1) year shall be promptly corrected at

Subcontractor’s expense.

ARTICLE V – TIME AND SCHEDULE

Time is of the essence. Subcontractor shall comply with all schedules and sequencing requirements established by

Contractor.

ARTICLE VI – PRICE AND PAYMENT

Prices are as stated in the Purchase Order and include all costs unless expressly stated otherwise. Payment to

Subcontractor is conditioned upon Contractor’s receipt of payment. Contractor may withhold retainage up to five percent

(5%).

ARTICLE VII – INDEMNIFICATION

To the fullest extent permitted by law, Subcontractor shall defend, indemnify, and hold harmless Contractor from claims,

damages, losses, and expenses arising out of Subcontractor’s performance.

ARTICLE VIII – INSURANCE AND BONDSSubcontractor shall maintain workers’ compensation, employer’s liability, commercial general liability, automobile liability,

and any required umbrella coverage. Contractor shall be named as an additional insured.

ARTICLE IX – CHANGES

Contractor may order changes in the Services by written Change Order. No extra compensation shall be owed without

written authorization.

ARTICLE X – TERMINATION AND SUSPENSION

Contractor may terminate this Agreement for convenience or cause. Upon termination, Subcontractor shall cease work and

mitigate costs.

ARTICLE XI – DISPUTE RESOLUTION

Disputes shall be submitted to mediation as a condition precedent to litigation. Venue shall be the project location and

governing law shall be that jurisdiction.

ARTICLE XII – MISCELLANEOUS

This Agreement binds successors and assigns. No waiver is effective unless in writing. The prevailing party in any dispute is

entitled to recover reasonable attorneys’ fees.