THIS SUBCONTRACT AGREEMENT ("Agreement") is entered into and effective as of this by and between Harden Enterprices Services LLC, a Texas Corporation, whose address is, 13291 US Hwy 150 W. Coldspring TX. 77331 ("Contractor"), and whose address is("Subcontractor"), whose type of business can be best described below as: (Check One)

HUB Zone small business Women-Owned Small Business Service-Disabled veteran-owned small business Veteran-Owned small business

Historically Black/Minority institution

WHEREAS, Contractor entered into a Debris Removal, Reduction and Disposal Contract, ("Prime Contract") withAshBritt ("Owner") to provide debris cleanup from sustained damages resulting from Hurricane Helene / MiltonThe area requiring the debris cleanup shall hereinafter be referred to as the "project zone"; and

WHEREAS Contractor desires to engage Subcontractor on a non-exclusive basis to provide the services set forth herein in the Project Zone, and Subcontractor desires to provide such services in the Project Zone, pursuant to and in accordance with all of the terms and conditions of this Agreement and in the Prime Contract and all documents which are incorporated into and made a part of the Prime Contract. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration for the mutual covenants and agreements hereinafter set forth, Contractor and Subcontractor agree as follows:

Scope of Subcontract Work and Contract Documents.

The Recitals stated above are true and correct and are incorporated herein by reference.

1.2Contractor engages Subcontractor, as an independent contractor, on a non-exclusive basis, to perform a portion of the work, which Contractor has contracted with the Owner, which portion is set forth in, or will be set forth in, the Scope of Subcontract Work, in the form of Exhibit "A" attached hereto (the "Subcontract Work"), which Exhibit A shall also provide for the rates or prices to be paid for the Subcontract Work. Exhibit A shall be executed by the Subcontractor and shall set forth the specific agreed upon scope of work and the price to be paid therefore upon activation and/or requested services of the Prime Contract requiring Subcontractor's services.

Subcontractor agrees to perform the Subcontract Work under the direction of Contractor, and to the reasonable satisfaction of Contractor and Owner. Subcontractor agrees (i) to provide and pay for all labor, materials, tools, supplies, and equipment necessary to perform the Subcontract Work, except as otherwise expressly provided herein, and (ii) to perform the Subcontract Work in strict conformity with all of the requirements of both this Agreement and the Prime Contract. Subcontractor shall perform all Subcontract Work in the best and most workmanlike manner by qualified, careful, and efficient workers who shall be satisfactory to Contractor and Owner.

1.4The Contract Documents between Contractor and Subcontractor consist of this Agreement and all Exhibits attached hereto, including the scope of work, task order, notice to proceed or similar activation request, and Contractor requirements, insurance requirements, bond requirements, licensing requirements, the Prime Contract and all of its terms and conditions (except pricing and payment terms) and any other documents listed in or referred to or otherwise made a part of the Prime Contract, Contractor's Code of Ethics and Business Conduct Plan, and Contractor's Drug-Free Workplace Policy, a copy of all of which have been made available to Subcontractor and who agrees to be bound by and comply with all of the same. The Contract Documents are hereby incorporated by reference into this Agreement; provided, however, that notwithstanding the foregoing, it is expressly acknowledged and agreed by the parties that all pricing and payment terms between Contractor and Owner set forth in the Contract Documents are not incorporated by reference and are expressly excluded from this Agreement. The Contract Documents (excluding all pricing and payment terms between Contractor and Owner) are available in Contractor's office or to be shared electronically. Subcontractor is bound to Contractor by the terms of this Agreement, including those of the Contract Documents, and shall assume towards Contractor, with respect to Subcontractor's performance, all of the obligations and responsibilities which Contractor assumes towards Owner under the Contract Documents with respect to the Subcontract Work. In the event of any conflict between the terms of this Agreement and the terms of any of the Contract Documents, or a conflict among any of the Contract Documents themselves, the provision granting the greater rights or remedies to Contractor, or imposing the greater duty, standard, responsibility, or obligation on Subcontractor, as determined by Contractor, shall govern. Subcontractor shall bind its lower-tier authorized sub-Subcontractors and suppliers to all of the performance obligations and responsibilities which Subcontractor assumes towards Contractor hereunder.

1.7This Agreement is for the Subcontract Work provided herein and is not an exclusive contract for work in the Project Zone. Contractor may assign to other Subcontractors, and/or reserve unto itself, any portion of the work required pursuant to the Prime Contract between Owner and Contractor which is further subject to the terms and conditions of this Agreement regarding, amongst other things, suspension, termination, and performance generally. Notwithstanding anything contained herein, Contractor makes no representations, warranties, or guarantees of any minimum or maximum dollar value, quantity or scope of work hereunder, or that Subcontractor will receive any particular volume of work in the Project Zone, and Subcontractor shall have no claim for lost profits or damages of any kind on account of any work SO assigned by Contractor to a third-party. Without limitation, Contractor may retain such other Subcontractors, laborers, suppliers, or materialmen to supply such portion of the work in the Project

Zone as Contractor deems appropriate in its sole and absolute discretion, including the right to engage others to manage or supervise the Subcontract Work.

Contract Sum and Payment Schedule.

In consideration for the Subcontractor's services hereunder, Contractor shall pay to Subcontractor the contract sum set forth on, or to be set forth on, Exhibit "A" hereto (the "Subcontract Rates" The Subcontract Rates shall be paid in accordance with the Payment Schedule set forth herein or on Exhibit "A" and per the terms in Section 2.4. Unless provided to the contrary on Exhibit "A", Contractor will withhold ten percent (10%) of each payment due to Subcontractor ("Retainage") pending final payment by Owner to Contractor, completion of the Subcontract Work (including reconciliation of all work or load tickets and invoices, and the completion of any required close-out work), the Contractor and Owner's acceptance thereof, and Subcontractor's delivery to Contractor of a fully-executed final release of all claims, including any lien or bond claims, in form and substance satisfactory to the Contractor. In its sole and absolute discretion, Contractor may also withhold payment of Retainage to Subcontractor pending completion of Owner's final audit of Contractor's billings. Pending completion of the Owner's final audit, all data are subject to change and adjustment. Payment to Subcontractor will be based on work or load tickets verified and approved by Owner and/or Owner's monitoring firm and by Contractor. In the event of conflict between quantities specified and those verified and approved work or load tickets, the Owner and/or Owner's monitoring firm's tickets will control. Any changes or adjustments required by Owner attributable to the Subcontract Work therefore shall be deducted from any amounts payable to Subcontractor, including Retainage. In the event there is a deficiency as a result of such audit adjustments, Subcontractor shall repay the amounts found due to Contractor upon demand. Contractor will work diligently with Owner to conduct the audit and finalize all billings, but no representation or warranty is made as to when the audit might be completed as it is within the Owner's ultimate control. 2.2Contractor may deduct from any Contract Sum payment, including Retainage, any sum owed by Subcontractor to Contractor, either under this Agreement or any other agreement between Contractor and Subcontractor, including any amounts of money withheld or disallowed by Owner, the Federal Emergency Management Agency ("FEMA") or other applicable governmental, funding, or regulatory authority pursuant to the Prime Contract or applicable law. To the extent Owner, FEMA or any other applicable governmental, funding, or regulatory authority disallows any amount claimed by Subcontractor, including without limitation, for disallowed work or load tickets, Contractor shall haveno obligation or liability to Subcontractor for such amounts. Contractor may also deduct from the Contract Sum, to be applied against Retainage payment, any operational costs or expenses incurred or advanced by Contractor on behalf of Subcontractor for such items as mobilization, debris management site set-up, portable sanitation facilities, lift stations for monitoring firms, repairs for damage caused by Subcontractor, and the like, as applicable. Alternatively, Subcontractor shall bear such costs as are required to properly perform its Subcontract Work as directed by Contractor. Further, in the event of any breach by Subcontractor of this Agreement or any other agreement between Contractor and Subcontractor, or in the event of the assertion by others of any claim or lien against Owner, Contractor, or Contractor's surety, which claim or lien arises out of Subcontractor's performance hereunder, Contractor may, but is not required to, retain out of any payments due Subcontractor, either under this Agreement or any other agreement between Contractor and Subcontractor, an amount sufficient to protect Contractor and Owner from any and all loss, damage or expense therefrom, until the breach has been cured or the claim or lien has been adjusted by Subcontractor to the reasonable satisfaction of Contractor, even though

Subcontractor may have posted a payment or performance bond. Contractor, in its sole discretion and at its sole option, may directly negotiate, settle, and pay any claim or lien of any person or entity claiming by, through or under Subcontractor in the event Subcontractor fails to satisfy such claim or lien within thirty (30) days after Contractor places Subcontractor on notice of such claim or lien. Contractor may withhold final payment of the Contract Sum, including Retainage, pending payment of any such claim or lien and receipt of a final release of all claims, including any lien or bond claims, in form and substance satisfactory to the Contractor.

2.3.In the event that Subcontractor quits performing or abandons the Subcontract Work prior to completion of the same and release by Contractor, then Subcontractor shall forfeit any and all entitlement to Retainage as liquidated damages, and not as a penalty, given the unknown administrative and other costs to be incurred by Contractor in finding a replacement Subcontractor and completing the Subcontract Work. Subcontractor shall also be liable to Contractor as a result of any damages, including liquidated damages, assessed against Contractor by the Owner under the Prime Contract as a result of Subcontractor's actions, conduct, nonperformance, defective performance or otherwise.

2.4The workweek may vary at times but will typically be from Sunday to Saturday. Contractor will send payment data to Subcontractor for prior 30 days of work and payment for invoice will be processed within a time period not to exceed 14 days from the date Contractor sent payment data to Subcontractor, unless otherwise detailed in Exhibit A. Contractor will pay Subcontractor based on the net quantities as determined by the project documents, timesheets, and load tickets and reconciled data as Contractor and Owner and/or Owner's monitoring firm deems appropriate in accordance with this Agreement and applicable regulations and law. Subcontractor shall only be entitled to compensation for quantities and work that it actually performed and shall not be entitled to claim any compensation for work performed by others unless a direct authorized sub-Subcontractor of the Subcontractor. In consideration for each payment received, Subcontractor shall deliver fully executed partial waivers and releases of lien for all partial or interim payments received, including from all authorized sub-Subcontractors. If such partial releases are not delivered, Contractor may withhold payment or any subsequent payments until delivered. In no event will Subcontractor be entitled to any consequential, special, or other damages for lost profits or revenues by virtue of another's performance of any work within the Project Zone.

Any missing load tickets or any other ticket-related discrepancies will be reviewed and/or audited by Contractor on a monthly basis, and Contractor reserves the right to make any adjustments required, thereby as to any amounts payable to the Subcontractor, including as to any Retainage payable in accordance with Section 2 of this Agreement. Additionally, please see the attached Truck Verification Report Exhibit "F." In order to receive final payment (retainage), the Subcontractor must complete the verification form for all trucks the Subcontractor utilized on the job. The form must also be completed for each and every authorized sub- Subcontractor that were utilized on the job. This release is not complete until the truck verification report has been completed and finalized.

2.5The use of factoring companies is strictly prohibited unless otherwise approved in writing by Contractor. Use of a factoring company without express, written consent is grounds for termination under this contract.

Prosecution of Subcontract Work.

Subcontractor agrees, within forty-eight (48) hours after notification by Contractor ("Notice to Proceed"), to commence its operations and to continue diligently in its performance of the Subcontract Work until completion. Subcontractor shall not commence the Subcontract Work until receipt of such Notice to Proceed.

3.2Time is of the essence of this Agreement and in the Subcontractor's performance of the Subcontract Work.

Subcontractor shall cooperate with Contractor and other Subcontractors whose work must be coordinated with the Subcontract Work. Subcontractor shall send a representative, with full authority to act on behalf of and bind Subcontractor, to all meetings and conferences, as may be directed by Contractor.

3.4Subcontractor shall keep the Project Zone clean from debris resulting from the performance of the Subcontract Work, and free from damage caused by the Subcontractor's performance of such Subcontract Work and shall remove and properly dispose of all debris generated by the execution of the Subcontract Work and promptly repair any damage caused thereby. If the Subcontractor fails at any time to comply with this Section, within twenty-four (24) hours after receipt of notice from Contractor of such noncompliance, Contractor shall have the right, but not the obligation to, perform such necessary clean- up or repair and deduct the cost from any amounts due Subcontractor under this Agreement or any other agreement between Contractor and Subcontractor. Said right shall be in addition to all other rights and remedies available to Contractor as a result of such noncompliance by Subcontractor. Further, should damage be caused by Subcontractor and the Owner's representative or monitoring firm states that repairs are not necessary, Subcontractor shall notify Contractor in writing with the name of the individual stating such order, the date thereof and the reason the damage need not be repaired.

3.5Subcontractor shall give all required notices pertaining to the Subcontract Work to the proper authorities and shall secure and pay for all necessary licenses and permits to carry on the Subcontract Work. Subcontractor shall provide a copy of such notices, licenses, and permits to Contractor prior to the start of the Subcontract Work.

3.6Subcontractor shall at all times have at the Project Zone, when any of the Subcontract Work is being performed, a competent superintendent satisfactory to Contractor and with full authority to act for and bind Subcontractor on all matters arising out of or relating to this Agreement or the performance of the Subcontract Work.

Subcontractor shall assign only qualified personnel to perform the Subcontract Work. Contractor shall have the authority, at any time during the course of the prosecution of the Subcontract Work, to require Subcontractor to remove or terminate any employee of the Subcontractor, if such employee is unsatisfactory to Contractor or Owner for any reason whatsoever as determined by Contractor or Owner in their sole and absolute discretion. Subcontractor shall immediately remove and replace the employee at no cost to Contractor or Owner, including those costs resulting from delay or inefficiency the change may cause.

3.8Contractor may for any reason whatsoever in its sole and absolute discretion and irrespective of whether such reason provides Contractor grounds for termination or other remedy under Section 7 or any other provision hereof, limit, modify or suspend, in whole or in part, performance of the Subcontract Work and Subcontractor's performance under this Agreement. Contractor shall give notice, either written or verbally, of such suspension to Subcontractor specifying when such suspension is to become effective, and the scope of the Subcontract Work affected by such limitation, modification, or suspension.

3.8.1 Ceasing Performance Upon Suspension. From and upon the effective date of any suspension order by Contractor, Subcontractor shall not incur any further expense or obligations in connection with the suspended portion of the Subcontract Work. From and upon the effective date of any suspension ordered by Contractor, Subcontractor shall utilize its best efforts to mitigate its costs resulting from the suspension. 3.8.2 Resumption of Subcontract Work After Suspension. If Contractor lifts the suspension, it shall do SO in writing, and Subcontractor shall promptly resume performance of the Subcontract Work unless, prior to receiving the notice to resume, Subcontractor has exercised its right of termination as provided in Section 7.6 herein.

3.8.3 No Claim for Suspension. Neither Owner nor Contractor shall be liable for any claims due to the suspension of the Subcontract Work. Without limitation, Owner and Contractor shall not be liable to Subcontractor for any damages (including without limitation compensatory, incidental, consequential or special damages), expenses, lost profits, mobilization or de-mobilization charges, or any other amounts or losses of any kind incurred by Subcontractor as a result of such suspension.

3.9Except for those authorized sub-Subcontractors identified on Exhibit "F" hereto, Subcontractor, and any such authorized sub-Subcontractors, shall not subcontract all or any portion of the Subcontract Work without the express, prior written consent of Contractor, in its sole and absolute discretion. As further provided in Section 7.3 hereof, a breach of this provision shall constitute grounds for immediate termination of this Agreement by Contractor, Subcontractor shall engage only such authorized sub-Subcontractors pursuant to a written agreement incorporating or containing all material terms of this Agreement and the Prime Contract, including without limitation, all licensing, insurance, bonding, payment, retainage, indemnity and release, and compliance with law provisions SO as to avoid any inconsistency between such sub-subcontracts and this Agreement or the Prime Contract, and shall provide Contractor a copy thereof. Contractor shall not be a party to any sub-subcontract, or bound by any sub-subcontracts or any inconsistency therein. Any changes to a permitted sub-subcontract must also be in writing and must be approved by Contractor to be enforceable, with a copy provided to Contractor. Any unauthorized sub-Subcontractor who is hired by Subcontractor and any unauthorized sub-subcontract will constitute a breach of this Agreement, and Subcontractor shall not be entitled to any payment therefore and Subcontractor shall indemnify and hold harmless Contractor and Owner from any and all claims by such unauthorized sub-Subcontractor.

Prior to starting the Subcontract Work, Subcontractor at its own expense, shall procure and maintain in full force throughout the entire term of this Agreement and the completion of the Subcontract

Work (and for a period of two (2) years after the date of completion of all work performed under this Agreement including all extensions and/or modifications thereto), on all its operations, insurance in accordance with the Owner's and Contractor's requirements as set forth in Exhibit "B" attached hereto. Subcontractor shall not perform any Subcontract Work unless Subcontractor is and remains insured during the above stated time period. To the extent Contractor authorizes Subcontractor to hire sub-Subcontractors to perform any portion of the Subcontract Work pursuant to Section 3.9 above, all such authorized sub- Subcontractors must also procure and maintain insurance (in accordance with Exhibit "B" attached hereto) which insurance must remain in full force throughout the entire course of any work they perform.

4.2The policies of insurance shall be in such form and shall be issued by such company or companies as may be reasonably satisfactory to Contractor and licensed to insure in the state where the Subcontract Work is performed. Before commencing the Subcontract Work, Subcontractor (and all authorized sub-Subcontractors) shall furnish Contractor with certificates of insurance from the insuring companies, which certificates shall specify the effective dates of the policies, the limits of liability thereunder, and contain a provision that such insurance will not be cancelled or modified except upon thirty (30) days prior written notice to Contractor. Subcontractor shall not cancel any policies of insurance required hereunder without the prior written consent of Contractor, which may be withheld in Contractor's discretion unless the terms of this Section and Exhibit "B" are strictly complied with. Except for workers' compensation, Contractor and Owner shall be named as additional insureds under all policies required to be maintained by Subcontractor and by authorized sub-Subcontractors under this Agreement and under the Prime Contract.

4.3Subcontractor may use a combination of General Liability Insurance and Excess Liability Insurance provided the sum of these insurances at least equals the amounts listed for the General Liability Insurance on Exhibit "B" attached hereto. If Excess Liability Insurance is used, "Umbrella Form" must be furnished to Contractor.

4.4The carrying of insurance shall not be deemed to release Subcontractor or in any way diminish or limit its liability, by way of indemnity or otherwise, as assumed by it or otherwise provided under this Agreement.

is not (check appropriate box) required to provide a

Subcontractor shall allow for the inspection of the Subcontract Work by Contractor,

Owner, or any of their authorized representatives, at any time, without notice.

6.2Neither the review and acceptance by Contractor, nor the approval by Owner or its representative, of any of the Subcontract Work by Subcontractor or its authorized sub-Subcontractors shall relieve Subcontractor of liability for any deviations from any requirement of this Agreement or the Prime Contract unless specifically called to Contractor's attention, in writing, and SO acknowledged by

Contractor in writing. Inspection or supervision by Contractor shall not relieve Subcontractor of its obligations herein.

This Agreement shall be coterminous with Contractor's Prime Contract with Owner, unless

this Agreement is terminated early pursuant to this Section 7.

7.2Should Subcontractor fail, in the reasonable but sole opinion of Owner or Contractor, at any time and in any respect, to (i) supply a sufficient number of properly skilled employees, (ii) prosecute the Subcontract Work with promptness and diligence, (iii) supply sufficient material or equipment, or (iv) otherwise perform the Subcontract Work in accordance with the requirements of this Agreement andthe Prime Contract, Contractor may, at its option, provide such labor, equipment and services to perform the Subcontract Work and deduct the cost thereof, together with all loss or damage occasioned thereby, from any money then due or thereafter to become due Subcontractor either under this Agreement or any other agreement between Contractor and Subcontractor. Contractor shall provide notice, either written or verbal, of any such failure to Subcontractor except in an emergency, in which event, no notice is required. 7.3Contractor may immediately terminate this Agreement if an Event of Default (as defined below) has occurred, and such Event of Default is not cured by Subcontractor within three (3) days after receipt of notice, either written or verbal, by Contractor of such Event of Default. For the purposes hereof, "Event of Default" shall mean Subcontractor has, at any time, (i) refused, neglected or failed to supply sufficient properly skilled employees or materials or equipment of the proper quality and quantity, (ii) failed in any respect to prosecute the Subcontract Work with promptness and diligence in accordance with this Agreement and the Prime Contract, (iii) caused by any action or omission the stoppage or interference with the work of Contractor or other Subcontractors, (iv) failed in the performance of any of the provisions contained in this Agreement and in the Prime Contract, (v) failed to obtain and maintain any licenses or permits required to perform the Subcontract Work, (vi) failed to obtain and maintain all required insurance and/or bonds required by this Agreement and by the Prime Contract, including workman's compensation insurance, (vii) utilized unauthorized sub-Subcontractors to perform any portion of the Subcontract Work, or failed to require any authorized sub-Subcontractors to comply with the applicable sub-subcontract requirements, including without limitation, maintenance of all required licenses, permits, insurance and bonds needed to perform the Subcontract Work, (viii) performed work for any competitor of Contractor, whether in the Project Zone or elsewhere, which work impedes or compromises the Subcontractor's ability to perform the Subcontract Work, (ix) breached any provision of this Agreement or in the Prime Contract, and/or (x) been unable to meet its debts as they mature. Upon termination of this Agreement pursuant to this Section, Contractor may take possession of the Project Zone and Subcontract Work, including all materials, appliances and equipment of Subcontractor at the Project Zone, and through itself or others provide labor, equipment and materials to prosecute the Subcontract Work on such terms and conditions as Contractor deems reasonably necessary, and Contractor shall deduct the cost thereof, including all charges, expenses, losses, costs, and damages, including any liquidated damages assessed by Owner, incurred as a result of Subcontractor's failure to perform and the termination of this Agreement, from any money then due or thereafter to become due Subcontractor either under this Agreement or any other agreement between Contractor and Subcontractor. Furthermore, in the event that this Subcontract is terminated for any Event of Default prior to completion of the Subcontract Work, then Subcontractor shall also forfeit any and all entitlement to Retainage as liquidated damages, and not as a penalty, given the

unknown administrative and other costs to be incurred by Contractor in finding a replacement Subcontractor and completing the Subcontract Work.

7.4In addition, Contractor shall have the right to terminate this Agreement, or any portion or scope of the Subcontract Work hereunder or engage others to perform any portion of the Subcontract Work, at any time, with or without cause, without penalty, upon notice, either written or verbal, to Subcontractor. Upon receipt of such notice, Subcontractor shall immediately stop performance of the Subcontract Work, or the portion thereof terminated. In such event, Contractor shall pay Subcontractor only for that portion of the Subcontract Work actually performed in a proper and workmanlike manner and in accordance with the requirements of both this Agreement and the Prime Contract (all as determined by Contractor in its sole and absolute discretion) in an amount proportionate to the Contract Sum. Under no circumstances shall Contractor be liable to Subcontractor for any costs, fees, or damages, nor for lost and/or prospective profits on portions of the Subcontract Work not performed. Without limitation, Contractor shall not be liable to Subcontractor for damages of any kind (including without limitation compensatory, incidental, consequential or special damages), expenses, lost profits, mobilization or de- mobilization charges, or any other amounts or losses of any kind whatsoever either incurred or claimed by Subcontractor as a result of such termination or any other action taken by Contractor, including the hiring or retention of other Subcontractors, laborers, suppliers, or materialmen to supply or perform any work in the Project Zone.

7.5From and after the effective date of any termination, Subcontractor shall cease performance to the extent of the terminated portion of the Subcontract Work and shall not incur any further expense or obligations in connection with the terminated portion of the Subcontract Work. Subcontractor shall immediately terminate any outstanding authorized sub-subcontracts and purchase orders related to the terminated portion of the Subcontract Work unless directed to do otherwise by Contractor. If SO requested by Contractor, Subcontractor shall assign its rights, title and interest under any open authorized sub- subcontracts and purchase orders to Contractor or its designee. Unless directed otherwise by Contractor, Subcontractor shall settle the liabilities and claims arising out of the termination of any authorized sub- subcontracts. If SO requested by Contractor, Subcontractor shall vacate the Project Zone immediately.

7.6Subcontractor may, upon written notice to Contractor, terminate this Agreement if, after issuance of a Notice to Proceed, the Subcontract Work required under this Agreement is suspended by Contractor in its entirety for a period of seventy-two (72) hours or more, through no fault of Subcontractor. Contractor shall have the right to immediately terminate this Agreement upon discovering that Subcontractor has committed or attempted to commit fraud, overcharging, or any other dishonest business practice. In the event Subcontractor terminates this Agreement pursuant to this Section 7.6, Subcontractor shall only be entitled to recover from Contractor as though Contractor had terminated Subcontractor's performance for convenience pursuant to Section 7.4 above.

Either party may commence litigation of any dispute arising under or relating to this Agreement subject to the limitations of Section 15.4 of this Agreement. Pending resolution of any such dispute by settlement or final judgment, or the termination of this Agreement under Section 7 above, the parties shall proceed diligently with performance hereunder. Subcontractor's performance of the

Subcontract Work shall be in accordance with Contractor's written instructions irrespective of any claim or dispute.

8.2The rights and obligations described in this Section shall survive completion of the Subcontract Work and final payment of the Contract Sum.

Subcontractor assumes full liability for any and all damages, death or injury of any kind to all person(s) (whether employees, independent contractors, authorized sub-Subcontractors or otherwise) and property damage arising out of or in any way connected with the Subcontract Work or Subcontractor's performance hereunder, including that of Subcontractor, its authorized sub-Subcontractors and materialmen, or agents and employees thereof, and shall to the fullest extent permitted by law defend, indemnify and hold harmless Contractor and Owner, and their respective parents, subsidiaries, affiliates, owners, shareholders, officers, managers, members, agents, employees, indemnitees, insurers, bond companies and sureties (collectively, the "Contractor Indemnified Parties") from and against any and all claims, losses, liabilities, suits, damages, judgments, fines, demands or expenses, legal and otherwise, including attorneys' fees and costs, including any incurred in connection with any appeals (collectively, "Losses"), arising out of or in any way connected with the Subcontract Work or Subcontractor's performance hereunder, or arising out of or caused by the conduct, actions, negligence, recklessness, or intentional wrongful misconduct of Subcontractor and persons employed or utilized by Subcontractor in the performance of its services under this Agreement, including Subcontractor's suppliers, materialmen and authorized sub-Subcontractors, and for any and all claims for monies due, including any retainage, to Subcontractor's suppliers, materialmen and authorized sub-Subcontractors, or persons employedby Subcontractor or Subcontractor's suppliers, materialmen or authorized sub-Subcontractors, including defending and indemnifying Contractor Indemnified Parties from all attorneys' fees and costs incurred defending any proceeding or lawsuit to determine whether Subcontractor or Contractor has violated any of the provisions hereof. Subcontractor further represents and warrants to Contractor that at all times during the course of its work hereunder that it, and its authorized sub-Subcontractors, suppliers and materialmen, maintained any and all licenses and permits and insurance policies required, including without limitation worker's compensation, comprehensive general liability, motor vehicle and any other applicable insurance required pursuant to this Agreement and the Prime Contract with Owner, and to the fullest extent permitted by law, Subcontractor will defend, indemnify and hold harmless the Contractor Indemnified Parties from and against any and all claims, demands, suits, judgments, liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees and court costs, including in connection with any appeals, to the extent arising out of or caused by the failure to maintain any such required licenses, permits, and insurance policies or any breach of the representations and warranties contained herein, including defending and indemnifying Contractor Indemnified Parties from all attorneys' fees and costs incurred defending any proceeding or lawsuit to determine whether Subcontractor or Contractor has violated the provisions hereof. Further, if any claim or demand is made against the Contractor Indemnified Parties, or any loss sustained by the same, for any matter enumerated herein, any payment due, or thereafter to become due, Subcontractor under this Agreement or any other agreement between Contractor and Subcontractor, shall be retained by Contractor to the extent necessary to cover such losses and expenses, including reasonable attorneys' fees. As separate consideration for this indemnification, defense and hold harmless obligation provided by Subcontractor hereunder, the parties acknowledge and agree that the first One Hundred Dollars ($100.00) of the Contract Sum paid to

Subcontractor shall be paid as separate consideration for these indemnification obligations of Subcontractor.

Subcontractor's indemnity obligations set forth both in this Section 9 and in Section 10 below shall include defending and indemnifying Contractor Indemnified Parties from all attorneys' fees and costs incurred in defending any proceeding or lawsuit brought by any person or entity to determine whether Subcontractor or Contractor has violated any of the provisions that Contractor Indemnified Parties are indemnified from by Subcontractor in Sections 9 and 10. In addition to all Losses, Subcontractor shall pay for all costs and attorneys' fees incurred by Contractor Indemnified Parties in every such case as and when they are incurred from the inception of any legal proceeding to resolution or final judgment, including through any appeals. Subcontractor shall reimburse Contractor Indemnified Parties for all such fees and costs within fifteen (15) days of written notice or invoice delivered to Subcontractor.

Compliance with Laws and Safety Standards.

10.1 All work, labor, services, and materials to be furnished by Subcontractor hereunder (and by all authorized sub-Subcontractors), and the performance of the Subcontract Work, must strictly comply with all applicable federal, state and local laws, rules, regulations, statutes, ordinances, and directives, including any applicable prevailing wage laws, environmental rules and regulations and FEMA or other federal, state or local agency policies and procedures, including without limitation those specifically referenced in the Prime Contract as applicable to the work to be performed by Contractor, and in turn Subcontractor pursuant to this Agreement (hereinafter "Laws"), now in force or hereafter in effect. Additionally, Subcontractor warrants and represents that Subcontractor is familiar with all applicable Laws, including FEMA policies and procedures. All work, labor, services, or materials necessary to comply with said Laws will be furnished by Subcontractor as part of this Agreement without any additional compensation. Subcontractor agrees to indemnify, defend and hold the Contractor Indemnified Parties harmless from and against any and all Losses caused directly or indirectly by its failure (or by the failure of any of its employees, independent contractors, authorized sub-Subcontractors or anyone else providing services to Subcontractor under this Agreement) to fully comply with all Laws, including defending and indemnifying Contractor Indemnified Parties from all attorneys' fees and costs incurred defending any proceeding or lawsuit to determine whether Subcontractor or Contractor has violated any such Laws. In the event of any claims or lawsuits against Contractor Indemnified Parties by any person or entity for any Losses, Subcontractor shall also provide, within five (5) days of request, all of its relevant payroll, payment, and other records to Contractor for review and use in defense of any such claim or lawsuit.

10.2Subcontractor shall be responsible for the safety of its operations and of its employees, independent contractors, agents, and authorized sub-Subcontractors and shall take all reasonable safety precautions with respect to its Subcontract Work and in accordance with all applicable Laws. Subcontractor shall comply with all safety policies and procedures initiated by Contractor for the Project Zone, including Contractor's policy regarding drugs, alcohol and controlled substances and shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public authority for the safety of persons or property, including, but not limited to, the Federal Occupational Safety and Health Act (OSHA Subcontractor shall immediately notify Contractor of any injury to any of Subcontractor's employees, independent contractors, agents, and authorized sub-Subcontractors. Subcontractor agrees to indemnify, defend, and hold the Contractor Indemnified Parties harmless from and against any and all

Losses caused directly or indirectly by its failure to comply with its obligations under this Section 10.2, including defending and indemnifying Contractor Indemnified Parties from all attorneys' fees and costs incurred defending any proceeding or lawsuit to determine whether Subcontractor or Contractor has violated any of the provisions hereof. Subcontractor shall require its personnel to attend any safety meetings Contractor might conduct and direct Subcontractor to attend.

10.3 Subcontractor agrees that the prevention of accidents to workers engaged in the Subcontract Work under Subcontractor is solely its responsibility. Subcontractor shall comply with all applicable safety laws and with any safety standards established during the progress of the Subcontract Work by Contractor. If requested by Contractor, Subcontractor shall submit a safety plan for review by Contractor. The review of any safety plan by Contractor shall not be deemed to release Subcontractor or, in any way, diminish or limit its liability, by way of indemnity or otherwise, as assumed by it under this Agreement.

10.4 Subcontractor agrees that in performing the Subcontract Work, it will not create, use or dispose of any hazardous chemicals or substances in an unlawful or hazardous manner and shall be solely responsible for the lawful, proper and safe handling, storage and removal of all hazardous wastes, chemicals and substances which are introduced to the Project, or removed from the Project Zone, by Subcontractor's operations (including, but not limited to, the operations of all of Subcontractor's employees, independent contractors, agents, and authorized sub-Subcontractors) in performing the Subcontract Work. The term "hazardous waste, chemicals or substances" shall mean those materials and substances prohibited, proscribed, or the use of which is controlled by any agency of the federal government or the applicable state or local agency having jurisdiction of such matters. Subcontractor shall comply with all federal, state, and local regulations dealing with the use, storage, or disposal of all hazardous wastes, chemicals, and substances. Subcontractor shall be solely responsible for any and all claims and damages resulting from the use, handling, storage, removal and disposal of all such hazardous wastes, chemicals or substances from the Project Zone, and shall indemnify, defend and hold the Contractor Indemnified Parties harmless, in accordance with Section 9 herein, from any and all liability associated with such use, handling, storage, removal and disposal including all associated attorneys' fees and costs of all clean-up operations wherever and whenever required by any governmental authority, Contractor or Owner, including defending and indemnifying Contractor Indemnified Parties from all attorneys' fees and costs incurred defending any proceeding or lawsuit to determine whether Subcontractor or Contractor has violated the provisions hereof.

10.5 Subcontractor shall comply with all codes, laws, ordinances, rules, regulations, and orders of any public authority bearing on the performance of the Subcontract Work and shall not allow itself, its employees, independent contractors, agents or authorized sub-Subcontractors to submit to or profit financially by any illegal activities, including, but not limited to bribery, threats to property or person, conspiracy, extortion, public or private "kickbacks," corruption, or federal or state racketeering. Subcontractor shall secure and pay for all costs and expenses to perform the Subcontract Work including, without limitation, permits, fees and licenses necessary for the execution of the Subcontract Work, and all federal, state and local taxes in connection with the Subcontract Work, and Subcontractor agrees that all costs thereof are included in the Contract Sum. When required by Contractor, Subcontractor will furnish satisfactory evidence showing its payment of all costs incurred in connection with its performance of the Subcontract Work under this Agreement. Subcontractor shall promptly review the Subcontract Work and report in writing to Contractor any variance with codes, laws, ordinances, rules, and regulations, and

without having given such notice to the Contractor, Subcontractor shall assume full responsibility therefore, and shall bear all costs and damages attributable thereto.

10.6When SO ordered, Subcontractor shall stop any part of the Subcontract Work which Contractor deems unsafe or improper (in its sole and absolute discretion) until corrective measures satisfactory to Contractor have been taken. Should Subcontractor neglect to adopt such corrective measures, Contractor may do SO and deduct the cost from any payments due Subcontractor under this Agreement or any other agreement between Contractor and Subcontractor. Subcontractor shall timely submit copies of all accident or injury reports to Contractor.

10.7 Contractor retains the right to issue safety citations to Subcontractor for safety violations actually observed by Contractor, the Owner, the Owner's representatives, or any other on-site personnel. Subcontractor shall be solely responsible for the safety of its operations performed under this Agreement and shall indemnify Contractor and Owner from any safety violations, or injuries, deaths, damages, suits, judgments or other claims resulting therefrom, as provided in Section 9 above, including defending and indemnifying Contractor Indemnified Parties from all attorneys' fees and costs incurred defending any proceeding or lawsuit to determine whether Subcontractor or Contractor has violated the provisions hereof.

10.8To the extent that the Subcontract Work specified on Exhibit "A" hereto includes management and operation of temporary debris management sites, Subcontractor shall also maintain and comply with the following safety checklist thereat: a. Site-Specific Safety Plan with an on-site supervisor at all times b. Minimum amount of personnel first aid CPR trained C. Eyewash station at site board (2 bottles)

f. Toilet facilities men/women with hand sanitizer

g. Trash can h. Hazmat containment area (if required)

i.Grinding/burning designated areas

j.Fuel tank properly installed w/ secondary containment unless double-walled tanks meet NFPA 30 requirements

1.Tower/scissor lift barricades and shelter

m. 2 Electronic Variable Messaging Traffic Control signs, "Truck Entering Road," "Speed Limit," "CAUTION, "etc.

of 10.9To the extent that the Subcontract Work specified on Exhibit "A" hereto includes operation motor vehicles in or along federal, state, county and local roadways and rights of way, Subcontractor shall also comply with the Highway Administrations Manual on Uniform Traffic Control Devices (MUTCD), and all applicable federal, state, and local regulations. Subcontractor shall have the proper signage, cones, spotters/flaggers, and 360° amber warning lights while performing their Subcontract Work in the Project Zone.

10.10 If Subcontractor fails to maintain proper safety standards on the job site in accordance with State, Federal, Contractor or Owner regulations, including as provided in this Agreement, Subcontractor shall be in default of this Agreement and subject to termination as provided in Section 7 above.

11.1Neither this Agreement nor any interest herein may be transferred, voluntarily or involuntarily, nor may the Subcontract Work or any part thereof be subcontracted by Subcontractor, without the prior written consent of Contractor which consent may be withheld by Contractor for any reason in its sole and absolute discretion. If written consent is given the sub-Subcontractor must be listed in Exhibit E. Failure to obtain written permission from Contractor for any Subcontractor or supplier shall waive and void any payment owed to Subcontractor under this Agreement for such unauthorized Subcontractor or supplier's services. Alternatively, in its sole discretion, Contractor may deduct any amounts due unauthorized Subcontractors or suppliers from any payment due Subcontractor, including Retainage, including the attorneys' fees and costs incurred by Contractor if any should initiate litigation to collect amounts allegedly due from Subcontractor. Notwithstanding the foregoing, except as otherwise provided in this Agreement, no assignment or subcontract by Subcontractor shall relieve Subcontractor from its obligations to Contractor hereunder. Contractor may assign this Agreement without the consent of Subcontractor provided the assignee hereof assumes all of Contractor's duties and obligations hereunder, in which case Contractor shall be relieved of all duties, obligations, and liabilities under this Agreement.

12.1Subcontractor shall do whatever is reasonably necessary in the progress of the Subcontract Work to assure harmonious labor relations at the Project Zone and to prevent strikes or other labor disputes. Subcontractor shall employ only such labor as, to Contractor's reasonable satisfaction, will work in harmony at the Project Zone and shall not use materials or employ means which may cause strikes or other labor troubles.

12.2If requested by Contractor, Subcontractor shall conduct a criminal background check acceptable to Contractor on each and every employee, independent contractor, agent, or authorized sub- Subcontractor it employs or engages to work on the Subcontract Work or at the Project Zone. Subcontractor shall fully comply with all applicable federal, state, and local laws, rules, and regulations relating to the terms and conditions of employment of any employee who is employed in connection with the Subcontract Work or at the Project Zone. Without limitation, this includes compliance with the

requirements of the Prime Contract as to the payment of prevailing wages, employment eligibility verification, non-discrimination, and all other provisions of the Prime Contract.

12.3Subcontractor agrees not to make, or cause any employee, independent contractor, agent, or authorized sub-Subcontractor it employs or engages to work on the Subcontract Work or at the Project Zone to make, disparaging remarks or comments with respect to Contractor, its related entities, or the Owner.

12.4Subcontractor's authorized sub-Subcontractors shall comply with this Section 12 to the same extent required of Subcontractor and an express provision imposing such requirements on lower-tier authorized sub-Subcontractors shall be included in their subcontracts. Subcontractor shall indemnify, defend, and hold the Contractor Indemnified Parties harmless from and against any and all Losses resulting in any way, directly or indirectly, from Subcontractor's failure to comply with the requirements of this Section 12.

13.1Subcontractor shall comply with all federal, state, and local tax laws, Social Security acts, unemployment compensation acts, and workers' compensation acts, insofar as applicable to the performance of the Subcontract Work. Subcontractor shall be responsible for all payments of all taxes and other withholdings (whether city, county and/or state taxes), contributions and/or premiums payable on its employees or on its operations under workers' compensation laws, unemployment compensation laws, the Federal Social Security Act, health and welfare benefit plans, gross business taxes, sales and use taxes and any other taxes, contributions and/or premiums which are payable by employers generally, and Subcontractor shall indemnify, defend and hold the Contractor Indemnified Parties harmless from and against any and all Losses resulting from Subcontractor's failure to comply with these requirements in accordance with Section 9 above. Subcontractor shall comply with all rules and regulations at any time applicable hereto and shall, on demand, substantiate to Contractor's reasonable satisfaction that all taxes and other charges are being properly paid.

14.1Subcontractor shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, national origin, sexual orientation, or other prohibited classification or cause. Subcontractor shall comply with all laws, procedures rules and regulations with regard to nondiscrimination issued or to be issued by any federal, state, or local government or agency, including the Equal Employment Opportunity Commission, insofar as they may apply to the Subcontract Work.

15.1The failure of Contractor to insist in any instance upon strict compliance with any of the provisions of this Agreement or the Prime Contract, or to exercise any rights or options provided Contractor hereunder, shall not be construed as a waiver of Contractor's right to thereafter require such compliance or to exercise such rights or options.

15.2 This Agreement and the Contract Documents comprise the entire agreement between Contractor and Subcontractor relating to the Subcontract Work covered hereby and no other agreement, representation or understanding concerning the same has been made and no oral statement, understandings or agreement shall affect the terms hereof. All prior discussions, representations and/or agreements shall be merged herein and are superseded hereby.

15.3To the best knowledge and belief of the parties, this Agreement contains no provision that is contrary to federal, state, or local law, ruling or regulation. However, if any provision of this Agreement shall conflict with any such law, ruling or regulation, then such provision shall continue in effect only to the extent permissible. In the event any provision is thus inoperative, the remaining provisions shall, nevertheless, survive and remain in full force and effect.

15.4No party may commence litigation against the other party without providing written notice and demand to the other party setting forth the matters in dispute including the amounts in dispute and no party may commence litigation against the other party without first mediating the dispute before a certified mediator in Broward County, Texas. In the event mediation results in an impasse declared by the mediator, the parties may then commence litigation. With respect to any litigation, and to the extent permitted by applicable law, this Agreement shall be construed and governed by the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule. The sole and exclusive venue for any suit, action or proceeding of any kind arising out of, relating to, to interpret or for breach of this Agreement, or with respect to the Subcontract Work (a "Related Proceeding") shall only be in the courts of Broward County, Texas, federal or state. Each of the parties irrevocably consents and submits to the exclusive subject matter and personal jurisdiction of the courts of the State of Texas located in Broward County, and of the United States District Court for the Southern District of Texas located therein for the purposes of a Related Proceeding, and the parties irrevocably waive, to the fullest extent they may effectively do so, (i) any objection they may have to the laying of venue of any Related Proceeding in the Courts of Broward County, Texas, federal or state, (ii) any objection they may have to personal jurisdiction in any Related Proceeding in the Courts of Broward County, Texas, federal or state, and (iii) the defense of any inconvenient forum to the maintenance of any Related Proceeding in the Courts of Broward County, Texas, federal or state.

In the event that Subcontractor is sued by anyone (including, but not limited to, any of its employees, independent contractors, agents, authorized sub-Subcontractors, or anyone else) in a court which is located outside of Broward County, Texas and which lawsuit relates in any way to either this Agreement or any part of the Subcontract Work, Subcontractor agrees that all claims it has against Contractor relating to such a lawsuit (whether for contribution, indemnification, or otherwise) shall not be raised in such lawsuit. Subcontractor agrees that this Section 15.4 is the exclusive remedy for raising and resolving all such claims against Contractor.

15.5CONTRACTORANDHEREBYSEVERALLY, SUBCONTRACTOR VOLUNTARILY, KNOWINGLY, AND INTELLIGENTLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY RELATED PROCEEDING, REGARDLESS OF WHETHER SUCH PROCEEDING CONCERNS ANY CONTRACTUAL, STATUTORY, TORTIOUS OR OTHER CLAIM. CONTRACTOR AND SUBCONTRACTOR SEVERALLY ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY AN ATTORNEY OR HAVE HAD AN OPPORTUNITY

TO CONSULT WITH AN ATTORNEY REGARDING THIS AGREEMENT AND UNDERSTAND THE LEGAL EFFECT OF THIS JURY TRIAL WAIVER.

15.6This Agreement shall be binding on and inure to the benefit of the heirs, successors, and permitted assigns of the parties hereto.

15.7All sections and headings are used for convenience only and do not affect the construction or interpretation of this Agreement.

15.8This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same Agreement. Electronic, facsimile or scanned signatures on this Agreement shall be deemed to be authentic and valid counterparts of such original document for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

15.9Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the term "including" is not limiting and the terms "hereof," "herein," "hereunder" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement unless stated otherwise. Additionally, the parties hereto acknowledge that they have carefully reviewed this Agreement and have had the opportunity to consult with legal counsel of their choosing with respect thereto, and that they understand its contents and agree that this Agreement shall not be construed more strongly against any party hereto, regardless of who is responsible for its preparation.

15.10 The following Exhibits are attached hereto and made part of this Agreement and Subcontractor (and all of its employees, independent contractors, agents, and authorized sub- Subcontractors) shall comply with all of their provisions:

Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F

Scope of Subcontract Work Insurance Requirements Bond Form

Additional Terms and Conditions Authorized Sub-Subcontractors

15.11 This Agreement, including all Exhibits attached hereto, may not be amended, modified, or changed except by a written instrument executed by both Contractor and Subcontractor. No future oral modification or course of dealing shall be effective to modify the express terms of this Agreement unless set forth in a written instrument executed by both Contractor and Subcontractor.

15.12 Sections 2, 3.3, 4, 8, 9, 10, 12, 13, 14, 15, 16 and 17 shall survive the termination of this Agreement.

16.1The Parties anticipate that it may be necessary to provide access to information of a proprietary nature (the "Proprietary Information") to each other pursuant to this Agreement in the performance of the Project. Proprietary Information shall be clearly identified or labeled as such by the disclosing Party at the time of disclosure to the extent possible. When concurrent identification and disclosure of Proprietary Information is not feasible, the disclosing Party shall provide such identification promptly after the disclosure. For purposes of this Agreement, and without necessity of labeling, all Project cost information, including without limitation Contractor's subcontract pricing, unit costs and all related financial information, shall be deemed Proprietary Information.

16.2The Parties agree that the asserted Proprietary Information disclosed under this Agreement derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons who might obtain economic value from its disclosure or use.

16.3 Subject to any contrary provisions of the Prime Contract, including any applicable public records requirements, each of the Parties agrees that it will hold any and all Proprietary Information confidential in the same manner as it holds its own Proprietary Information of like kind. Disclosures of such information shall be restricted to the Parties and those individuals who are directly participating in the Work related to the Project.

16.4Neither of the Parties shall be liable for disclosure or use of such Proprietary Information which:

was at the time of receipt otherwise known to the other of the Parties that is

known to the public at the time of its disclosure to the receiving Party;

has been published or is otherwise within the public knowledge or is generally

becomes known or available to the receiving Party from a source other than the

disclosing Party without breach of this Agreement by the recipient;

becomes part of the public domain without breach of this Agreement by the

becomes available to the receiving Party by inspection or analysis of products

is disclosed with the prior written approval of the other Party; or

was exchanged by the Parties and five (5) years have subsequently elapsed; or is required to be maintained as a public record pursuant to the Prime Contract.

16.5Neither the execution of this Agreement nor the furnishing of any Proprietary Information by either Party shall be construed as granting to the other Party expressly, by implication, by estoppel or otherwise, any license under any invention, patent, trademark, copyright or other proprietary right now or

hereafter owned or controlled by the Party furnishing same, except to the extent needed to perform the Prime Contract.

16.6The Parties shall either return or destroy (and certify as to such destruction) all such Proprietary Information of the other Party, including all copies, originals, excerpts and/or summaries regardless of the media in which it was received or maintained, upon the expiration or earlier termination of this Agreement.

16.7It is understood and agreed that in the event of a breach of this Section 16, damages may not be an adequate remedy, and the non-breaching Party shall be entitled to injunctive relief to restrain any such breach.

Except as expressly set forth herein, or as may be required by any applicable Laws, the parties hereby agree that any and all matters embodied by or encompassed within this Agreement are to be kept strictly confidential and are to be governed by the following terms and conditions which are a material and integral part of this Agreement.

17.1All parties hereto agree, covenant and represent that they will not disseminate, discuss or disclose the agreement, the terms and conditions of this Agreement, or any facts pertaining to the negotiation or content hereof, and/or any payment hereunder, with or to any person or entity, and further agree that they shall not, directly or indirectly, either on their own or through other persons or entities, orally, in writing, or in any form, disclose or make comment about this Agreement, to or with any third person, firm, entity, organization, corporation, government entity, news media, social media, or any regulatory, administrative, or review body, whether private, public, professional, local, county, state, or federal, or any other entity unless otherwise provided herein or required by applicable Laws, or unless required by lawful process of any court or governmental entity;

17.2All parties hereto agree, covenant, and represent that they will not consent to be interviewed by the media, nor will they comment in any manner to the news media, on social media or otherwise, regarding this Agreement or the performance of any work for Owner hereunder, or otherwise disclose anything regarding the relationship of the parties hereto, except as may be required by applicable law or in the Prime Contract. In particular, they will not indicate any measure of satisfaction or dissatisfaction with this Agreement, the work performed or to be performed hereunder, regardless of the form of the media communication, or regarding the terms and conditions of this Agreement, any payments given in consideration for this Agreement, the information protected by this Agreement and/or the existence ofthis Agreement, unless otherwise provided herein or required by applicable Laws, or unless required by lawful process of any court or governmental entity;

17.4Disclosure of all matters embodied or encompassed within this Agreement shall be permitted to attorneys, accountants or other professional advisors acting in such capacity on behalf of any party hereto. Disclosure of all matters embodied or encompassed within this Agreement shall be permitted upon the breach of any party with and of the terms and conditions of this Agreement, or in connection with any litigation between the parties related to this Agreement.

17.6 The parties further agree not to make, or cause to be made, any negative or disparaging statements about, or to intentionally do anything that damages, the other or Owner, or their respective services, performance, reputation, financial status, business relationships, directors, officers or employees, including, without limitation, in conversations, communications, or correspondence with Contractor's competitors, vendors or customers or with reporters or other journalists, or in any posting on social media, any website or web service.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

HARDEN ENTERPRICES SERVICES LLC,

SCOPE OF SUBCONTRACT WORK AND RATES

Load Vegi per CY Load C&D per CY Loader with skid CY Skid loader Day Rate Team with loader and at least three trucks CY

Prior to starting any work, Subcontractor must provide to Contractor General Liability and Automobile Liability certificates naming:

HARDEN ENTERPRICES SERVICES LLC 13291 US HWY 150 W. COLDSPRING TX. 77331

as both the CERTIFICATE HOLDER and as the ADDITIONAL INSURED.

Prior to starting any work, Subcontractor must provide to Contractor a Worker's Compensation insurance certificate naming

HARDEN ENTERPRICES SERVICES LLC 13291 US HWY 150 W. COLDSPRING TX. 77331

Subcontractor shall be responsible for maintaining this coverage through the entire contract term: 1. General Liability Insurance with limits of liability of $1,000,000.00 per occurrence. 2. Texas worker's compensation insurance in accordance with the requirements 3. Automobile Liability with $1,000,000 combined single limit per accident for bodily injury and property damage. 4. The Subcontractor shall furnish an ACORD Certificate prior to commencing work.

A. The certificate holder listed as:

Harden Enterprices Services LLC 13291 US Hwy 150 W. Coldspring TX. 77331 B. The Endorsement indicating Harden Enterprices Services LLC and its agents as an Additional Insured for the contract term. C. The contract number in the Description of Operations box. Failure to furnish said certificates or to indicate the contract number shall be grounds for cancellation of the contract. The Subcontractor shall provide an up-to-date copy of the certificate upon renewal of the policy, if the renewal falls within the contract term.

The insurance shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage limits, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to Contractor. The insurance coverage shall be in compliance with the laws of Texas and shall be placed with a licensed resident or non-resident agent who represents insurance companies authorized to do business in Texas. The insurer shall have an AM Best rating of B+ or higher. Visit www.ambest.com for verification. Failure to do SO shall result in cancellation of the contract. Failure to comply with any of the above requirements shall result in contract termination.

Harden Enterprices Services LLC shall own any and all data, including but not limited to, photographs, drone footage, video, data, scanning information or any other information gained through the execution of this contract, and it may not be used in the marketing of Subcontractor's services in the disaster management industry without the express written consent of Harden Enterprices Services LLC. Subcontractor shall also not publish, utilize or provide to any person or entity any documentation regarding its work performed hereunder, including this Agreement itself, absent the express written consent of Harden Enterprices Services LLC, or a valid court order or subpoena provided Harden Enterprices Services LLC is promptly advised by Subcontractor of the same in writing and given an opportunity to seek a confidentiality or protective order before any Subcontractor production or disclosure of any such documents.

Any experience gained by Subcontractor through the execution of this project may not be used in the marketing of their services in the disaster management industry without the express written consent of Harden Enterprices Services LLC.

ATTESTATION RE COMPLIANCE WITH FEDERAL MOTOR VEHICLE SAFETY STANDARDS

All trucks shall be in compliance with the Federal Motor Vehicle Safety Standards (FMVSS) and inspected daily for compliance with FMVSS and safety standards required by any and all regulations under state, federal, and local law. Any truck not not meeting safe operating standards shall be immediately removed from service, its use prohibited until unsafe conditions have been corrected, and re-inspected before being returned to service. Trucks shall be checked daily by the operator, prior to each use, to assure that the following parts, equipment, and accessories are in safe operating condition and free of apparent damage that could cause failure

i. Service brakes, including trailer brake connections. ii. Parking system iii. Emergency stopping systems iv. Tires

vi. Steering mechanism vii. Coupling devices viii. Seat belts ix. Operating controls X. Safety devices (backup alarms, lights, fire extinguishers, etc xi. Accessories including lights, reflectors, windshield wipers, etc

I HEREBY ATTEST that all trucks reference under Truck Verification Report are in compliance with and are in daily compliance of the above safety standards relating to my trucks, listed in Exhibit F Truck Verification Report.