SAMPLE VERBIAGE OF SUBCONTRACT AGREEMENT INSURANCE REQUIREMENTS (PLEASE REFER TO YOUR STRUCTURE HOME SUBCONTRACT AGREEMENT)

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1 SAMPLE VERBIAGE OF SUBCONTRACT AGREEMENT INSURANCE REQUIREMENTS (PLEASE REFER TO YOUR STRUCTURE HOME SUBCONTRACT AGREEMENT) INSURANCE REQUIREMENTS A. COVERAGE: Subcontractor and its subcontractors and their lower tier sub-subcontractors shall maintain in full force and effect, the following minimum insurance during the life of the Agreement including the warranty/guarantee periods. Subcontractor shall be responsible for determining if additional insurance is needed and such additional insurance shall be obtained by Subcontractor at its own expense. The issuance or maintaining of insurance of any type by Subcontractor or Contractor shall not be deemed or construed to release, limit, waive or discharge Subcontractor from any and all of the obligations and risks imposed by the Agreement upon Subcontractor including any liability in excess of the insurance coverages required herein. Neither shall any forbearance nor omission by Contractor to require proof of insurance from Subcontractor before permitting Subcontractor to proceed or continue with the Work be deemed a waiver of Contractor's rights or Subcontractor's obligations regarding the provisions of insurance under the Agreement. Certificates of Insurance and Endorsements which comply with the requirements of the Contract Documents and are acceptable to Contractor, shall be delivered to Contractor's at the address identified on Page 1 of this Agreement prior to Subcontractor commencing any Work hereunder. Each Certificate and Endorsement must have an original signature. RUBBER STAMPED SIGNATURES WILL NOT BE ACCEPTED. 1) WORKER'S COMPENSATION: Consistent with the statutory requirements of the state where the work is to be performed. Employers Liability with limits not less than: $1,000,000 each accident for bodily injury by accident $1,000,000 policy limit for bodily injury by disease $1,000,000 each employee for bodily injury by disease Coverage shall contain a "Waiver of Subrogation" endorsement in favor of the Additional Insureds shown below. 2) GENERAL LIABILITY INSURANCE: Subcontractor shall carry broad form Comprehensive General Liability or Commercial General Liability insurance covering all operations by or on behalf of Subcontractor providing insurance for Bodily Injury Liability and Property Damage Liability [THE INSURANCE PROVISIONS SHOULD BE EXAMINED TO DETERMINE WHETHER THE INSURANCE PROVIDED FOR WILL COVER THE SUBCONTRACTOR FOR LIABILITY IMPOSED BY THE PROVISIONS OF [SB 800] CALIFORNIA CIVIL CODE, TITLE 7, CHAPTERS ONE THROUGH FIVE, I.E., LIABILITY FOR CONSTRUCTION DEFECTS THAT CREATE VIOLATIONS THAT HAVE NOT YET NECESSARILY RESULTED IN ACTUAL PROPERTY DAMAGE] for limits of liability indicated below and including coverage for: a) premises and operations; b) products and completed operations (which shall be maintained for ten (10) years following completion of the Project); c) OCP/Owners Contractors Protective d) contractual liability insuring the obligations assumed by Subcontractor in this Agreement; e) broad form property damage (including completed operations; f) explosion, collapse and underground hazards; and g) personal injury liability. Except with respect to bodily injury and property damage included within the products and completed operations hazards, the aggregate limit, where applicable, shall apply separately to Subcontractor's Work under this Agreement. Where applicable, the Per Project Aggregate Endorsement is to be included. Last Modified: 6/24/2014 Page 1 of 5

2 One of the following coverage forms is required: Comprehensive General Liability Commercial General Liability (Occurrence) CLAIMS MADE COVERAGE IS NOT ACCEPTABLE. If Subcontractor carries a Comprehensive General Liability policy, the limits of liability shall not be less than combined single limit for bodily injury, property damage and personal injury liability of: a) If Subcontractor is engaged in trenching activities over five (5) feet in depth, the minimum dollar limits shall be $5,000,000 for each "OCCURRENCE", $5,000,000 AGGREGATE. b) If Subcontractor is engaged in offsite work, framing or rough carpentry, roofing, concrete installation, plumbing, electrical work or is a design professional, the minimum dollar limits shall be $2,000,000 for each "OCCURRENCE", $2,000,000 AGGREGATE. c) All others shall have minimum dollar limits of $1,000,000 for each "OCCURRENCE", $1,000,000 AGGREGATE. Owner and Contractor, including its officers, agents, employees, affiliates, parents, and subsidiaries, shall be named, by endorsement, as Additional Insureds under the General Liability Insurance Policy. The policy shall stipulate that the insurance afforded the Additional Insureds shall apply as primary insurance and that any other insurance carried by Contractor, including its officers, agents, employees, affiliates, parents, and subsidiaries will be excess only and will not contribute with this insurance. If Subcontractor carries an Occurrence form Commercial General Liability policy and is engaged in trenching activities over five (5) feet in depth, the Limits of Liability shall not be less then: $5,000,000 each occurrence (combined single limit for bodily injury and property damage) $5,000,000 for personal injury liability $5,000,000 aggregate for products-completed operations (10 years) $5,000,000 general aggregate If Subcontractor carries an Occurrence form Commercial General Liability policy and is engaged in offsite work, framing or rough carpentry, roofing, concrete installation, plumbing, electrical work or is a design professional, the limits of liability shall not be less than: $2,000,000 each occurrence (combined single limit for bodily injury and property damage) $2,000,000 for personal injury liability $2,000,000 aggregate for products-completed operations (10 years) $2,000,000 general aggregate If Subcontractor carries and Occurrence form Commercial General Liability Policy and is not engaged in the above activities, the limits of liability shall not be less than: $1,000,000 each occurrence (combined single limit for bodily injury and property damage) $1,000,000 for personal injury liability $1,000,000 aggregate for products-completed operations (10 years) $1,000,000 general aggregate If the policy does not have an endorsement providing that the general aggregate limit applies separately to the Project, or if defense costs are included in the general aggregate limit, then the required aggregate limits shall not be less than $2,000,000. Last Modified: 6/24/2014 Page 2 of 5

3 Contractor and its officers, members, directors and employees shall be named, by endorsement, as Additional Insureds with respect to all liability policies. The policy shall stipulate that (i) the insurance afforded the Additional Insureds shall apply as primary insurance and that any other insurance carried by Owner, Contractor, its officers, directors and employees will be excess only and will not contribute with this insurance, and (ii) the insurer shall provide Contractor not less than thirty (30) days prior written notice of material changes, cancellation or non-renewal of the policy. The coverage provided to these entities as additional named insured must be at least as broad as that provided to Subcontractor and may not contain any exclusionary language or limitations that are applicable to them, as adage under Paragraph 2.b, with Amendments specified herein, which shall be maintained in force until such time as an action on account of any matter covered by this insurance is barred by applicable statute of limitations. This insurance obligation shall survive the expiration or termination of this Agreement. ADDITIONAL INSUREDS 1) OWNERS OF PROPERTY 2) The Willow Group, Inc. dba Structure Home/Structure Development Group (General Contractor) Oxnard Street, Woodland Hills, CA ) (If Applicable) Lender. For those Subcontractors who perform work in a public right of way, the Subcontractor must furnish another Additional Named Insured Endorsement naming the City where the work is performed. In addition to naming the City on the Additional Insured Endorsement, there must be an original endorsement to the policy which includes this exact wording. "It is agreed that the City of Los Angeles (or appropriate City) is an insured. The coverage provided by this endorsement is primary and noncontributing." This endorsement must be on Form CG or CG and be sent to Contractor's office, not to the City. 3) AUTOMOBILE LIABILITY INSURANCE: Subcontractor shall carry automobile liability insurance, including coverage on all owned, hired and non-owned automobiles. The limits of liability shall be not less than $1,000,000 combined single limit any one accident for bodily injury and property damage. The Subcontractor's automobile liability insurance policy shall include coverage for automobile contractual liability. Owner and Contractor, including their officers, agents employees, affiliates, parents, and subsidiaries, shall be named, by endorsement, as Additional Insureds (Per Additional Insured wording in the General Liability Section). The policy shall stipulate that (i) the insurance afforded the Additional Insureds shall apply as primary insurance and that any other insurance carried by Owner and Contractor, including their officers, agents, employees, affiliates, parents, and subsidiaries will be excess only and will not contribute with this insurance and (ii) the insurer shall provide Contractor not less than thirty (30) days prior written notice of material changes, cancellation or non-renewal of the policy. 4) PROFESSIONAL LIABILITY INSURANCE: Architects, Engineers and other Design and Construction Management Professionals ("Professional") shall carry Professional Liability or Errors and Omissions Insurance. The limits of liability shall not be less than $2,000,000 each occurrence. The policy shall contain a retroactive date prior to the inception date of the work performed. Professionals shall maintain continuous coverage including the purchase of Extended Reporting Period Provision, where applicable, up to three (3) years following completion of work performed. B. INSURANCE CERTIFICATES: Before starting the Work, Subcontractor shall cause the insurance carrier to deliver to Contractor an original insurance certificate and all endorsements, which shows that the insurance set Last Modified: 6/24/2014 Page 3 of 5

4 forth hereinabove is in effect, which provides for no less than thirty (30) days prior written notice to Contractor from the insurer of material changes, cancellation or non-renewal, and verifies compliance with the Subcontractor's insurance requirements and terms as set forth above. The "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" wording on the cancellation notification portion of the Certificate of Insurance shall be deleted. Subcontractor shall submit copies of the policies should Contractor request them. The General Liability Policy shall contain cross-liability endorsements and shall be primary to any insurance carried by Contractor which shall be excess or secondary but noncontributing insurance. Subcontractor's aggregate limits as set forth shall be exclusively for this Work and shall not be used or depleted from occurrence or claims unrelated to the Work. Each policy of insurance obtained by Subcontractor shall provide that the insurer shall defend any suit against the Additional Insureds, even if such suit is frivolous or fraudulent. All renewal and/or replacement insurance shall comply with all the terms and conditions set forth in this Agreement and the other Contract Documents, and must be delivered to Contractor prior to expiration of the previous policy(ies). IF THE INSURANCE CERTIFICATES AND ENDORSEMENTS DO NOT COMPLY WITH THE REQUIRE- MENTS, THE PROGRESS PAYMENT WILL NOT BE RELEASED, AND FAILURE OF THE SUBCONTRACTOR TO COMPLY WITH THIS PROVISION SHALL BE GROUNDS FOR TERMINATION OF THIS AGREEMENT. PERMITTING SUBCONTRACTOR TO START WORK OR RELEASING THE PROGRESS PAYMENT PRIOR TO COMPLIANCE WITH THESE REQUIREMENTS SHALL NOT CONSTITUTE A WAIVER THEREOF. It is agreed that the Insurance Company identified on the Certificate of Insurance shall have an "A:V" or better rating from A.M. Best & Co. and be approved by the California Department of Insurance. C. WAIVER OF SUBROGATION: With respect to any insurance Subcontractor may maintain, including but not limited to that set forth herein, Subcontractor, warrants that Subcontractor has the right to waive any and all rights of subrogation which Subcontractor's insurance carriers might have or claim against Contractor, including its officers, agents, employees, affiliates, parents, and subsidiaries in connection with the Work. Subcontractor hereby waives all such present and future rights of subrogation and agrees to hold harmless, defend and indemnify Contractor, including its officers, agents, employees, affiliates, parents, and subsidiaries in connection with the Work from all such subrogation claims. Subcontractor shall require of its sub-subcontractors similar waivers. Subcontractor's and its sub-subcontractor's policies shall provide such waivers by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity did not pay the insurance premium directly or indirectly and whether or not the person or entity had an insurable interest in the property damaged or person injured. D. DAMAGE AND THEFT: Subcontractor will carry its own insurance to protect it against theft of equipment materials and destruction of or damage to Subcontractor's Work. Subcontractor will be responsible for its Work and materials until completion and its acceptance by Contractor. Until that time, Subcontractor has the risk of loss. In the event of theft, damage or destruction of the Work, Subcontractor will resupply or rebuild its Work without additional compensation and will look to its own resources or insurance coverages to pay for such resupply or rebuilding. Subcontractor will promptly perform, resupply or rebuild without additional compensation regardless of the pendency of any claim by Subcontractor against any other party, including Contractor, that such party is liable for damages, theft, destruction of the Subcontractor's Work. E. FAILURE TO MAINTAIN: If Subcontractor fails to secure and maintain the required insurance, Contractor shall have the right (without any obligation to do so) to secure same in the name and for the account of the Subcontractor, in which event Subcontractor shall pay the cost thereof and shall furnish upon demand all information that may be required in connection therewith. F. REPORTING: Subcontractor shall report in writing to Contractor all accidents whatsoever arising out of or in connection with the Work which results in death, injuries, or property damage, giving full details and names, addresses and statements of all witnesses. In addition, if death or serious injuries or serious damage occur, the same shall be reported immediately by telephone to Contractor. If any claim is made by a third person against Last Modified: 6/24/2014 Page 4 of 5

5 Subcontractor on account of any accident resulting or alleged to have resulted out of the performance of the Work, Subcontractor shall promptly report the facts in writing to Contractor giving full details of the claim. *IMPORTANT NOTICE* Certificates of Insurance meeting the above requirements must be on file in Contractor's office prior to the start of any Work, and a current copy must be maintained in Contractor's office at all times until the expiration of any applicable warranty issued by Contractor. If an insurance certificate is not provided, authorization to commence the Work is automatically denied. If a certificate expires, any previous authorization to continue the Work is immediately terminated. OCIP/WRAP IMPORTANT NOTICE! This Project may be covered by an OCIP (defined in paragraph 22.3 of the Master Subcontract Agreement), the coverage for which is disclosed in Exhibit G of Addendum, if applicable. If the Project is covered by an OCIP, the provisions of this Exhibit E are modified by paragraphs 22 and 23 of the Master Subcontract Agreement. Last Modified: 6/24/2014 Page 5 of 5