3-SLSCO_10- Attachment _Experience and Capacity Response.pdf

i Attachment 10: Experience and Capacity Response | Solicitation No. BPM006719 SLSCO LTD. | February 20, 2025

Attachment 10: Experience and Capacity

Company Profile

Company Experience

Financial and Accounting Information

Certificates and Licenses

Product Purchase, Lease, and Lease-to-Own

SLSCO LTD. | February 20, 2025

Attachment 10: Experience and Capacity Company Profile

1.1 Brief overview of business operations

Founded in 1995 by the Sullivan brothers—William, John, and Todd—SLS began as Sullivan Environmental Services, Inc. with a mission to deliver high-quality services guided by integrity. As client needs expanded to include disaster response, housing development, and infrastructure services, the company rebranded in 2007 to SLSCO LTD. (SLS) to reflect its broader capabilities.

SLS has supported federal, state, and local agencies with emergency management, disaster response, and recovery services throughout the United States and the Caribbean Basin. Our core expertise includes base camp operations, emergency sheltering, temporary infrastructure setup, mass care services, and large-scale housing solutions.

We are recognized for our ability to mobilize quickly and effectively in high-pressure situations, delivering scalable and innovative solutions tailored to each client’s needs. Our proactive leadership team— comprised of project executives, operations managers, and disaster response experts—ensures each project is executed on time and within scope. Our established track record of success makes SLS a reliable partner in emergency response and recovery efforts.

1.2 Location of incorporation

SLSCO, LTD. is incorporated in the State of Texas.

1.3 Corporate headquarters

Corporate headquarters for SLS is located at:

6702 Broadway Street Galveston, Texas, 77554

1.4 Organizational chart

1.5 Conflict of interest disclosure

SLS has no potential conflict of interest between itself and any State employee who functions or has responsibilities in the review or approval of the undertaking or carrying out of the Contract.

1.6 Statement on bankruptcy

Within the last five years, SLS has neither filed nor had filed against it any bankruptcy or insolvency proceeding, whether voluntary or involuntary, or undergone the appointment of a receiver, trustee, or assignee for the benefit of creditors.

1.7 Statement on S.E.C. investigations

There are no pending Securities Exchange Commission investigations involving SLS.

1.8 Pending litigation initiated by Offeror

As is the case for all professional services firms, SLS engages and is engaged in litigation in the natural course of business. SLS is not engaged in litigation that is likely to have a material impact on its ability to deliver the goods and services contemplated in the solicitation documents.

1.9 Litigation involving a public sector client

SLS has no litigation involving a public sector client to disclose.

1.10 Public sector contracts terminated for cause

SLS has no contract terminations within the last five years to disclose.

1.11 Criminal or civil offense disclosure

SLS has no criminal or civil offenses to disclose.

1.12 Arizona business licenses

SLS is licensed to do business in the State of Arizona through the Secretary of State (File ID 3009600) and with the Department of Revenue (Transaction Privilege License 21146204). Documentation has been provided as part of the Certificates and Licenses section of this response.

1.13 Professional or industry certifications

SLS team members are certified in a variety of FEMA courses, such as:

• IS-100.c: Introduction to the Incident Command System, ICS 100

• IS-200: Basic Incident Command System for Initial Response, ICS-200

• IS-230.e: Fundamentals of Emergency Management

• IS-235.c: Emergency Planning

• IS-700.b: An Introduction to the National Incident Management System

• IS-800.d: National Response Framework, An Introduction

• IS-288.a: The Role of Voluntary Organizations in Emergency Management

• IS-366.a: Planning for the Needs of Children in Disasters

• IS-520: Introduction to Continuity of Operations Planning for Pandemic Influenzas

• IS-2905: Coordinating Health and Social Services Recovery

• IS-822 Fundamentals of Management and Support Coordination of Federal Disaster Operations

• IS-650.b: Building Partnerships with Tribal Governments

• IS-662: Improving Preparedness and Resilience through Public-Private Partnerships

• IS-703.b: National Incident Management System Resource Management

• IS-706: NIMS Intrastate Mutual Aid - An Introduction

• IS-860.c: The National Infrastructure Protection Plan, An Introduction

• IS-10.a: Animals in Disasters: Awareness and Preparedness

• IS-11.a: Animals in Disasters: Community Planning

• IS-120.c: An Introduction to Exercises

• IS-130.a: How to be an Exercise Evaluator

SLS is also certified by the EPA as a lead-safe firm.

SLSCO LTD. | February 20, 2025

Company Experience

2.1 Markets of current clients

SLS proudly provides emergency response staging, staffing and equipment solutions for federal, state, local and quasi-governmental entities. SLS has active emergency response and standby contracts in the following states:

California Colorado Florida Kentucky Massachusetts Minnesota Missouri New York New Mexico North Carolina Oregon Texas Virginia

2.2 Experience with clients in the State of Arizona

In the late 2000’s, BHP Billiton aggressively scaled energy exploration activities in Arizona and Texas. In order to support these activities, the company required the construction of remote housing and office facilities for its growing workforce.

BHP engaged SLS to construct self-sustained modular compound camps of various sizes throughout Texas and Arizona, custom designing each site according to variables such as location, acreage, workforce, operational lifespan, safety, security, and proximity to existing improvements.

SLS provided comprehensive turnkey solutions, executing multiple fully-furnished MHUs, modular units and newly constructed office units, all ranging in square footage, unit type, and mix. Additionally, SLS managed operations, facilities and logistical support for the camps. Key project features included:

• Site development • Dining halls • MEP installation

• Office facilities • Site security • Permits & Approvals

• Recreational facilities • Laydown yards • Design – Build

• Laundry facilities • Control units • Maintenance and repair

2.3 Size range of current clients

SLS serves clients at all levels of government, from local municipalities to state level departments. For example, in 2024, our smallest municipal client served a population of 31,500 residents, whereas our largest state-level department client’s 2024 operating budget was more than $20 billion.

2.4 Materials and Services contract examples

SLS has responded to this section by providing a separate attachment titled “Company Experience.”

2.5 Canceled contracts

SLS has no such contracts to disclose.

2.6 Trade and professional associations

SLS holds board positions in the National Emergency Management Association and the Disaster Recovery Coalition of Americas.

SLSCO LTD. | February 20, 2025

Financial and Accounting Information Pursuit to Standard instructions to Offerors Section 4.4.5 SLS financial information has been submitted as a separate Confidential file.

Certificates and Licenses Secretary of State Registration

Privilege Tax License

General Contractor License

SLSCO LTD. | February 20, 2025

Product Purchase, Lease, and Lease-to-Own While SLS does not accommodate purchase or lease to own requests, we do have a standard agreement for lease and service terms. We have provided a sample of those terms in the following pages. Actual terms are finalized with each Purchasing Entity.

SAMPLE MASTER SERVICES AGREEMENT

Project:

Contractor: SLSCO LTD.

Subcontractor: _____________________________

Client:

SLSCO Project Manager:

THIS MASTER SERVICES AGREEMENT (the “Agreement”) is being entered into on this day of _____________ 20XX, by and between _________________________________________________ (“Subcontractor”), Delivery Address: ____________________________ and SLSCO LTD. (“Contractor”), Delivery Address: P.O. Box 17017, Galveston, TX 77552.

Contractor has been issued a Notice to Proceed by the Client to serve as Contractor in connection with the Project. A redacted copy of the agreement entered into between Contractor and Client will be made available for review by Subcontractor to the extent applicable hereunder (the “Project Contract”). Contractor wishes to engage Subcontractor to provide certain Work, materials, and/or equipment as required by the Project Contract. This Agreement, including the referenced provisions of the Project Contract applicable to contractors and subcontractors, shall apply to Subcontractor and shall govern all Purchase Orders issued to Subcontractor for the performance of services hereunder.

Therefore, the Contractor and Subcontractor enter into this Agreement to perform specified items of work as follows:

Section 1. CONTRACT DOCUMENTS

(a) The general products and pricing applicable to Subcontractor in connection with the Project is attached hereto as Exhibit A (the “Rate Sheet”). If no Exhibit A is attached, the rates and descriptions of Work set forth in each Purchase Order issued to Subcontractor shall govern and control.

(b) Contractor will make the Project Contract (redacted, as appropriate) and all Contract

Documents relevant to the Work (redacted, as appropriate) available for review by Subcontractor. Subcontractor shall be responsible for reviewing all such documents provided by Contractor and the same shall be considered a part of this Agreement.

Notwithstanding the foregoing, any contractual rights between Contractor and Prime Contractor that inure to the benefit of Contractor shall not inure to the benefit of the Subcontractor, except as provided in this Agreement. Contractor shall not have any obligations to the Subcontractor except those stated in this Agreement. In the event of

SLSCO LTD. | February 20, 2025 inconsistency between this Agreement and the Project Contract, this Agreement shall control.

(c) All references to “days” in this Agreement shall mean consecutive calendar days unless defined differently in documents having precedence over this Agreement.

(d) Communication by Email shall be considered “written notice” where such notice is part of the requirements in the Agreement.

Section 2. THE WORK

(a) Subcontractor agrees to furnish all supervision, labor, equipment, materials, and supplies (collectively, the “Work”) described on one or more Purchase Orders to be issued to Subcontractor hereunder (each, to be attached as an Exhibit B, B-1, B-2, etc.) in accordance with the terms and conditions of the Project Contract and this Agreement.

Pricing for Work shall be as set forth on the Rate Sheet.

(b) Unless otherwise specified, all Work furnished by Subcontractor shall be of the most suitable grade of their respective kinds for the application and shall comply in all respects to the specifications of the Project Contract, including applicable building codes, any applicable manufacturer’s recommendations, and with the plans and specifications provided.

(c) All Work to be delivered within the timeframe(s) set forth on each Purchase Order.

Section 3. PAYMENT

(a) In consideration of the covenants, warranties and conditions set forth herein and expressly conditioned upon Subcontractor’s compliance with the terms and conditions stated herein and in the Purchase Orders, Contractor agrees to pay to Subcontractor for Work, in current funds and in accordance with the Rate Sheet and on the terms set forth in the Purchase Orders.

(b) Reduction to Cover Loss. Contractor may reduce any Invoice prior to payment to the extent necessary to protect Contractor from loss on account of actions of Subcontractor, including, but not limited to:

(1) Damage to the work of other subcontractor(s) on the Project, to the extent caused by Subcontractor, its employees, agents or sub-subcontractors;

(2) Defective Work not remedied;

(3) Failure to maintain scheduled progress, or reasonable evidence that the

Work will not be completed within the Project Contract time;

SLSCO LTD. | February 20, 2025

(4) Persistent failure to carry out the Work in accordance with this Agreement and with the Project Contract;

(5) Reasonable evidence that the Work cannot be completed for the remainder of the pricing described in Exhibit C of each respective Purchase Order;

(6) Assessment of fines for violations of applicable wage determinations, or other applicable laws or regulations against Subcontractor;

(7) Subcontractor’s failure to pay for the retesting of Work that failed their initial tests, in accordance with Project Contract requirements; or

(8) Subcontractor’s failure to pay its Work suppliers, Subcontractors or sub-subcontractors.

(c) Contractor shall issue payment on all approved Invoices not later than seven (7) days after Contractor’s receipt of payment from the Prime Contractor for the Work covered therein. It is expressly understood by Subcontractor that Contractor’s obligation to pay for approved Work under this Agreement is dependent upon Contractor’s right and ability to recover same from the Prime Contractor under the Project Contract. Therefore, if the Prime contractor is delayed in payment to Contractor, Subcontractor will be notified and may be asked to suspend service until the Prime Contractor has issued payment to Contractor for all Work previously invoiced by Subcontractor.

(d) Payment Verification. Subcontractor, if requested, shall provide copies of bills of lading, invoices, delivery receipts, or other evidence of the location and value of such Work.

(e) Overpayment. Subcontractor understands and agrees that it shall be liable to the Contractor for any costs disallowed pursuant to financial and/or compliance audit(s) of funds received under this Agreement. Subcontractor further understands and agrees that reimbursement of such disallowed costs shall be paid by Subcontractor from funds which were not provided or otherwise made available to Subcontractor under this Agreement.

(f) Retainage. Any Work performed under this Agreement shall be subject to retainage as required in the Project Contract. Payment for retainage shall be made after (i) Contractor’s receipt of payment from Prime Contractor; (ii) completion and final acceptance of all Work performed by Subcontractor hereunder; and (iii) confirmation of not outstanding claims for payment related to the Work of Subcontractor.

Section 4. FORCE MAJEURE

Neither Party is liable for reasonable delays in performing its obligations under this Agreement to the extent the delay is caused by Force Majeure that directly impacts the Contractor or Subcontractor. The event of Force Majeure may permit a reasonable delay in performance, but does not excuse a party’s obligations to complete performance under this Agreement. “Force Majeure” is defined to mean: all conditions beyond the reasonable control of the Subcontractor which prevent or hinder the carrying out of its obligations hereunder, including but not limited to acts of God or the public enemy, acts of the government of the United States or the individual states, acts of any foreign country, strikes, lock-outs, disturbances, disorders, riots, civil commotion, malicious damage, war conditions, hostilities, terrorism, blockades, embargoes, boycotts, sabotage, plagues, epidemics, earthquakes, landslides, floods, fires, storms, tempests, torrents, or unusually severe weather; and/or conditions caused by the Client or its representatives, including suspension in whole or in part of the Project, failure of the Client to provide necessary information in a timely manner, or acts of other consultants or contractors of Client, and which the affected Party is unable to prevent by the exercise of reasonable diligence. The term does not include any changes in general

SLSCO LTD. | February 20, 2025 economic conditions such as inflation, interest rates, economic downturn or other factors of general application, or an event that merely makes performance more difficult, expensive, or impractical. Force Majeure may entitle Subcontractor to adjustment in the contract price under this Agreement, or other payment. Subcontractor is not relieved from performing its obligations under this Agreement due to a strike or work slowdown of its employees or sub-subcontractors, and Subcontractor shall employ only fully trained and qualified personnel during any such strike.

Section 5. PROSECUTION OF WORK

(a) Subcontractor shall furnish all labor, supervision, tools, equipment, materials, and supplies necessary for the performance of the Work set forth on Exhibit B of each respective Purchase Order in a proper, efficient, and professional manner. Subcontractor shall prosecute the Work undertaken in a prompt and diligent manner in accordance with the Project Schedule, or at such other time as Contractor may direct, so as to promote the general progress of the entire Project, and shall not interfere with or hinder the work of the Contractor or any other subcontractor or vendor on the Work site. All materials that are to be furnished by Subcontractor shall be furnished in sufficient time to enable Subcontractor to perform and complete its Work within the times scheduled.

(b) Vendor shall furnish all Work described on each Purchase Order in good and merchantable condition, free and clear from liens, claims or encumbrances. Vendor shall deliver the Work in a prompt and diligent manner in accordance with the Project Schedule, or at such other time as Contractor may direct, so as to promote the general progress of the entire Project, and shall not interfere with or hinder the work of the Contractor or any other subcontractor on the Work site.

(c) Subcontractor shall keep, on the site during the progress of the Work, a competent superintendent who shall be the authorized representative of Subcontractor and have the authority to make binding decisions on behalf of the Subcontractor. Directions and communications to him from the Contractor in connection with the Work shall be treated as directions and communications to Subcontractor.

Section 6. TERMINATION

(a) In the event Subcontractor fails to comply or becomes disabled from complying with any provision of this Agreement or any respective Purchase Order (including the Project Contract included with each respective Purchase Order), and such failure is not corrected within ten (10) days after written notice from Contractor to Subcontractor setting forth in reasonable detail the failure or breach, Contractor may, without prejudice to any other right or remedy, declare Subcontractor to be in default of this Agreement and take one or both of the following actions: (1) terminate this Agreement and take over and complete the performance of this Agreement at the expense of Subcontractor, or (2) without terminating the Agreement, and at the expense of Subcontractor, take over all or any portion of the Work and furnish such materials and employ such workers or other subcontractors, as may be necessary to remedy the situation giving rise to the default.

Further, Contractor may take possession of the premises and may utilize all materials delivered to the site and continue purchasing supplies and services under Project Contract previously established in Subcontractor’s name, for the purpose of prosecuting the Work. None of these efforts by Contractor shall be a prerequisite to rights Contractor may have under payment or performance bonds provided by Subcontractor.

(b) Contractor may terminate this Agreement without cause at any time. whether in its entirety or as to a particular Purchase Order. In the case of a termination of this Agreement by Contractor, Subcontractor shall submit a final statement for all Work provided, and all special-order Work ordered but not yet received, through the effective date of the termination, which shall be payable in the manner provided in Section 3, above.

(c) It is recognized that if Subcontractor becomes insolvent, or institutes or has it a bankruptcy court filing under Title 11 of the United States Code, as amended, or makes a general assignment for the benefit of creditors, or if a receiver is appointed for the benefit of its creditors, or if a receiver is appointed on account of its insolvency, such event or events could impair or frustrate Subcontractor’s performance of this Agreement. Accordingly, it is agreed that upon the occurrence of such an event, Contractor shall be entitled to immediate notice and assurances of future performance from Subcontractor or its receiver or court-appointed successor, which notice and assurances may be approved or rejected by Contractor in its sole and absolute discretion. Notwithstanding the foregoing, upon the occurrence of any event listed in the first sentence of this Subsection 6(e), Contractor may immediately terminate this Agreement without prior notice to Subcontractor.

(d) In the event of termination of this Agreement, whether for cause or for convenience, Subcontractor shall not be entitled to receive any greater amount than Contractor receives on behalf of the Subcontractor from the Prime Contractor for such termination.

TERMINATION OF THIS AGREEMENT AND RECEIPT OF PAYMENT FOR WORK PROVIDED

TO SUCH TERMINATION ARE SUBCONTRACTOR’S ONLY REMEDIES FOR CONTRACTOR’S

TERMINATION, WHICH FOR THE AVOIDANCE OF DOUBT DOES NOT AND SHALL NOT

CONSTITUTE A DEFAULT OR BREACH OF THIS AGREEMENT BY CONTRACTOR.

SUBCONTRACTOR WAIVES ANY CLAIM (OTHER THAN ITS CLAIM FOR PAYMENT FOR WORK

PROVIDED AND/OR SPECIAL-ORDERED AS SPECIFIED HEREIN) THAT IT MAY HAVE NOW OR

IN THE FUTURE FOR FINANCIAL LOSSES OR OTHER DAMAGES RESULTING FROM

CONTRACTOR’S TERMINATION.

Section 7. TIME OF THE ESSENCE; DELAYS

(a) Subcontractor acknowledges that timely completion of the Work is of the essence.

(b) In the event Subcontractor’s performance of this Agreement is delayed or interfered with by acts of the Client, Prime Contractor or Contractor, then Subcontractor may request an extension of the time for performance as provided for in this Agreement.

(c) No extension of time is allowed for delays by Subcontractor when the Subcontractor, by the exercise of reasonable diligence and judgment, could have reasonably anticipated and avoided the cause of any such delay.

Section 8. EMPLOYMENT POLICIES

(a) Subcontractor shall strictly comply with and shall be bound by the employment and labor requirements imposed on Contractor under the Project Contract, including without limitation, those requirements imposed under Davis-Bacon. Subcontractor shall provide Davis-Bacon compliant Certified Payroll reports in accordance with the requirements of the Project Contract, reflecting payment of required prevailing wage rates. The attached Appendix B sets forth the compliance requirements applicable to Subcontractor, including required documentation and forms which must be completed in connection with prevailing wage and certified payroll submissions.

(b) In relation to the work that forms the subject of this Agreement, Subcontractor warrants that it is and will remain in compliance with all federal, state and local wage, labor and immigration laws, regulations and requirements (“Labor Laws”), including the Davis Bacon Act (40 U.S.C. 276a-276a-5) and those of the United States Citizenship and Immigration Services, regarding all personnel employed by Subcontractor, providing work, labor, services, materials or equipment to the project. This includes, but is not limited to, the proper processing, storage and retention of required USCIS Form I-9, the examination of required documentation, and the confirmation of appropriate evidence reflecting the identity and employment eligibility of each worker performing any portion of the Work, and compliance with all visa laws and regulations. Additionally, Subcontractor will maintain and make available upon request, all records required by USCIS, including records of any posting requirements under H-1 visa regulations. Subcontractor hereby indemnifies and holds harmless Contractor from and against any losses arising out of Subcontractor’s failure to comply with all applicable laws and regulations related to Subcontractor’s (including any sub-subcontractor) use of non-U.S. citizens to perform or supply work, labor, services, Work or equipment hereunder. Subcontractor agrees to retain any and all documentation relating to its compliance with this Section for a period of three (3) years after termination of this Agreement or completion of the Work.

(c) Equal Employment Opportunity.

(i) Subcontractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. Subcontractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, promotion, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Subcontractor shall post in conspicuous places, available to all employees and applicants for employment, all required notices under Federal, State or local law.

(ii) Subcontractor will, in all solicitations or advertisements for employees placed by or on behalf of Subcontractor, state that all qualified applicants will receive

SLSCO LTD. | February 20, 2025 consideration for employment without regard to race, color, religion, sex or national origin.

Failure at any time to comply with any of the provisions of such Section 8 will, at the option of Contractor, be sufficient cause to invoke the remedies available to Contractor in Section 6(c).

Section 9. APPROVALS

All communications and submittals (including drawings) shall be transmitted through the Contractor.

Subcontractor shall not directly communicate with Client regarding the Project or this Agreement without Contractor’s prior consent.

Section 10. INDEMNIFICATION

Definitions. The following terms shall have the designated definitions:

“Contractor Group” shall mean, individually or in any combination, Contractor, Prime Contractor, Client, their parents, subsidiaries, affiliates, and joint venturers, partners, joint interest owners, subcontractors and customers, except those within Subcontractor Group, including their respective directors, officers, employees, attorneys, consultants, representatives, servants, agents and insurers.

“Subcontractor Group” shall mean, individually or in any combination, Subcontractor, its parent, subsidiaries, affiliates and joint venturers, except those within Contractor Group, including their respective directors, officers, employees, attorneys, consultants, representatives, servants, agents and insurers.

INDEMNIFICATION BY SUBCONTRACTOR. SUBCONTRACTOR AGREES TO PROTECT, DEFEND,

INDEMNIFY AND HOLD HARMLESS THE CONTRACTOR GROUP FROM AND AGAINST ANY AND

ALL DAMAGES, LIABILITIES, LOSSES, COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES),

CLAIMS, DEMANDS AND CAUSES OF ACTIONS OF EVERY KIND AND CHARACTER, ARISING OUT

OF SUBCONTRACTOR’S NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF

THE WORK UNDER EACH RESPECTIVE PURCHASE ORDER, OR BREACH BY SUBCONTRACTOR

OF ITS OBLIGATIONS AS SET FORTH IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION

CLAIMS FOR PERSONAL INJURY, DEATH OR LOSS, DAMAGE TO, OR LOSS OF USE OF

PROPERTY (WHETHER OWNED, LEASED, OR HIRED) (COLLECTIVELY, “CLAIMS”), EXCEPT TO

THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE NEGLIGENCE OR INTENTIONAL ACTS

OF THE CONTRACTOR GROUP.

INDEMNIFICATION BY CONTRACTOR. CONTRACTOR AGREES TO PROTECT, DEFEND,

INDEMNIFY AND HOLD HARMLESS THE SUBCONTRACTOR GROUP FROM AND AGAINST ANY

AND ALL DAMAGES, LIABILITIES, LOSSES, COSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES), CLAIMS, DEMANDS AND CAUSES OF ACTIONS OF EVERY KIND AND CHARACTER, ARISING OUT

OF CONTRACTOR’S NEGLIGENCE OR WILLFUL MISCONDUCT OR BREACH BY CONTRACTOR OF

ITS OBLIGATIONS AS SET FORTH IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION

CLAIMS FOR PERSONAL INJURY, DEATH OR LOSS, DAMAGE TO, OR LOSS OF USE OF

PROPERTY (WHETHER OWNED, LEASED, OR HIRED) (COLLECTIVELY, “CLAIMS”), EXCEPT TO

SLSCO LTD. | February 20, 2025

THE EXTENT THAT SUCH CLAIMS ARE CAUSED BY THE NEGLIGENCE OR INTENTIONAL ACTS

OF THE SUBCONTRACTOR GROUP.

THIRD PARTY INDEMNITY. SUBCONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD

HARMLESS THE CONTRACTOR GROUP, AND CONTRACTOR AGREES TO DEFEND, INDEMNIFY

AND HOLD HARMLESS THE SUBCONTRACTOR GROUP, FROM AND AGAINST EVERY CLAIM

ARISING IN FAVOR OF ANY PERSON THAT IS NOT A PARTY HERETO OR A MEMBER OF SUCH

PARTY’S GROUP, ON ACCOUNT OF PERSONAL INJURY, ILLNESS, DEATH, LOSS OR DAMAGE TO

PROPERTY AND/OR EQUIPMENT (OTHER THAN ANY LOSS OR DAMAGE COVERED ABOVE) TO

THE EXTENT CAUSED BY (I) THE NEGLIGENCE OR FAULT OF THE INDEMNIFYING PARTY OR THE

OTHER MEMBERS OF ITS GROUP, OR (II) THE DEFECTIVE CONDITION OF ANY EQUIPMENT OR

PREMISES FURNISHED BY THE INDEMNIFYING PARTY OR THE OTHER MEMBERS OF ITS GROUP.

SUBCONTRACTOR SHALL BE SOLELY RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY,

AND HOLD CONTRACTOR AND THE CLIENT HARMLESS FROM ANY AND ALL CLAIMS (EVEN IF

THE ALLEGATIONS OF THE LAWSUIT ARE WITHOUT MERIT) AND JUDGMENTS FOR DAMAGES

AND FROM COSTS AND EXPENSES TO WHICH CONTRACTOR AND/OR THE CLIENT MAY BE

SUBJECT TO OR WHICH EITHER OR BOTH MAY SUFFER OR INCUR ALLEGEDLY ARISING OUT

OF OR IN CONNECTION WITH ANY INFRINGEMENT BY SUBCONTRACTOR OF ANY COPYRIGHT,

TRADE SECRETS, TRADEMARK OR PATENT RIGHTS OR ANY OTHER PROPERTY OR PERSONAL

RIGHT OF ANY THIRD PARTY BY SUBCONTRACTOR AND/OR ITS SUB-SUBCONTRACTORS IN THE

PERFORMANCE OR COMPLETION OF THE WORK. INSOFAR AS THE FACTS OR LAW RELATING

TO ANY CLAIM WOULD PRECLUDE CONTRACTOR AND THE CLIENT FROM BEING COMPLETELY

INDEMNIFIED BY SUBCONTRACTOR, THE CONTRACTOR AND THE CLIENT SHALL BE PARTIALLY

INDEMNIFIED BY SUBCONTRACTOR TO THE FULLEST EXTENT PERMITTED BY LAW.

THE FOREGOING INDEMNITIES SHALL BE VOID UNLESS THE INDEMNIFIED PARTY

(“INDEMNITEE”) PROVIDES THE INDEMNIFYING PARTY (“INDEMNITOR”) TIMELY NOTICE OF ANY

ACTUAL OR POTENTIAL CLAIM TO WHICH SUCH INDEMNITY APPLIES, ALLOWS THE

INDEMNITOR TO CONTROL THE DEFENSE OF ANY SUCH CLAIM AND TO APPROVE ANY

SETTLEMENT OF SUCH CLAIM, AND PROVIDES REASONABLE ASSISTANCE TO THE

INDEMNITOR IN THE DEFENSE OF SUCH CLAIM.

IT IS AGREED AND UNDERSTOOD THAT THE INDEMNITY OBLIGATIONS SET FORTH HEREIN

SHALL IN NO WAY BE LIMITED BY THE AVAILABILITY OR LIMITS OF THE INSURANCE POLICIES

REQUIRED TO BE MAINTAINED HEREIN.

THE PROVISIONS OF THIS SECTION 10 SHALL NOT BE DEEMED TO CREATE ANY NEW RIGHT OF

ACTION IN FAVOR OF THIRD PARTIES AGAINST SUBCONTRACTOR, CONTRACTOR OR THE

CLIENT.

Section 11. INSURANCE; BONDING

Subcontractor shall obtain insurance conforming to the requirements set forth on the attached Appendix A, and provided satisfactory evidence of same to Contractor, prior to entering onto any Project worksite. In the event that the insurance limits set forth in any Project Contract for which a Purchase Order is issued to Subcontractor hereunder exceed those set forth in Appendix A, the requirements under such Project

SLSCO LTD. | February 20, 2025

Contract shall govern and supersede those described in Appendix A. Subcontractor agrees to assist in every manner possible in reporting and investigating any accident and, upon request, to cooperate with all interested insurance carriers in the handling of any claim by securing and giving evidence and obtaining the attendance of witnesses as required for any claim or suit.

If required under the Project Contract, Subcontractor shall provide performance and payment bonds in an amount equal to or greater than 100% of the total Agreement price set forth on each respective Purchase Order and shall name Contractor as obligee thereunder. Such bonds shall be provided by a surety company licensed and authorized to do business in the State where Work is to be performed. Such bonds shall be identical in all respects to the form of bonds required under the Project Contract, with no variations, additions, or deletions to such form of bonds. Premiums for required bonds must be included in Subcontractor’s bid price and are not subject to markup in accordance with the Project Contract stipulations.

Subcontractor shall be required to submit two (2) originals of such bonds, one of which shall be submitted to the Client by Contractor immediately after receipt.

Section 12. CLAIMS OF LIEN

Subcontractor shall furnish evidence satisfactory to Contractor and Client that all amounts due in connection with services furnished by Subcontractor in connection with the Work have been paid, including union health, welfare, and pension fund payments, and payroll taxes. Such evidence shall be furnished in such form and manner as requested by Contractor, and all statements relative thereto shall, if called for by Contractor, be made by sworn affidavit. Subcontractor shall be prepared to furnish to Contractor releases of bond rights and lien rights by entities that have furnished labor, Work, or other things in the performance of this Agreement. Contractor may require such conditional releases before payment of money otherwise due Subcontractor, and if so, such payments will not be made by Contractor until such releases are furnished. Subcontractor shall deliver the Work free from all claims, encumbrances, and liens by any party.

Section 13. PATENT AND COPYRIGHT INFRINGEMENT

In addition to and without limiting the provisions of Section 10, above, Subcontractor agrees to defend, indemnify and hold harmless the Contractor Group and Client (“Indemnitees”), based on any claim that the Subcontractor’s participation in the Project, or any part thereof, or the operation or use of the Project or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. Subcontractor shall give prompt written notice to Indemnitees of any such action or proceeding, and will reasonably provide authority, information and assistance in the defense of same. Subcontractor shall indemnify and hold harmless Indemnitees from and against all damages and costs, including but not limited to reasonable attorneys’ fees and expenses awarded against Indemnitees in any such action or proceeding. Subcontractor agrees to keep Indemnitees informed of all developments in the defense of such actions.

If Client is enjoined from the operation or use of the Project, or any part thereof, as the result of any patent or copyright suit, claim, or proceeding arising from Subcontractor’s performance hereunder, Subcontractor shall at its sole expense, take reasonable steps to procure the right to operate or use the Project, or applicable part thereof. If Subcontractor cannot so procure such right within a reasonable time, Subcontractor shall promptly, at Subcontractor’s option and expense, (i) modify the Work, or applicable part thereof so as to avoid infringement of any patents, or copyrights, or (ii)

SLSCO LTD. | February 20, 2025 replace said Work with Work that do not infringe or violate any such patent or copyright, and is consistent with the Project Contract.

The above paragraphs shall not be applicable to any suit, claim, or proceeding based on infringement or violation of a patent or copyright (i) relating solely to a particular process or design specified by Client and not offered or recommended by Subcontractor, or (ii) arising from modifications to the Project by Client after acceptance of the Work.

Section 14. OTHER CONTRACTS

The Work provided for in this Agreement constitutes only a portion of the Work being provided and work being performed for the Prime Contractor by Contractor and other subcontractors. Subcontractor therefore agrees to supply and deliver the Work called for in this Agreement in such a manner that it will not injure, damage, or delay any other construction activity performed by Contractor or any other subcontractor or supplier.

Section 15. INDEPENDENT CONTRACTOR

It is expressly agreed and understood that Subcontractor shall be and is an independent contractor, and that neither Subcontractor nor Subcontractor’s principals, partners, employees, agents, representatives or subcontractors, are or shall be considered Contractor’s servants, agents or employees. Contractor is interested only in the results obtained and has only the general right of inspection and supervision in order to secure the satisfactory completion of any Work. Contractor shall not have the right to control or direct the details of the services performed by Subcontractor. Furthermore, Subcontractor, as an independent contractor, assumes full responsibility for loss of or damage to its Work, machinery, equipment and all other property in Subcontractor’s care, custody or control while performing the services contemplated hereunder.

Section 16. COMPLIANCE WITH LAW

(a) Subcontractor shall comply with all applicable federal, state and municipal laws, codes, regulations and ordinances effective where the Work under this Agreement is to be performed, including without limitation the Americans with Disabilities Act, and, without expense to Contractor, obtain all required licenses, permits, inspections, and registrations applicable to Subcontractor’s performance of this Agreement.

(b) Subcontractor accepts exclusive liability for all taxes and contributions required of the Subcontractor by the Federal Social Security Act and the unemployment compensation law or any similar law of any state. In respect to the employees of Subcontractor in the provision of the Work herein provided for, and agrees to furnish Contractor with suitable written evidence that Subcontractor has been authorized to accept such liability. If Subcontractor fails to furnish such evidence prior to beginning of services hereunder, Contractor may, at its option, pay or reserve for payment said taxes and contributions and deduct the amount so paid or reserved from payments due or to become due to Subcontractor. Subcontractor agrees to protect and hold harmless Contractor against all liability in respect to said employees under any of said laws.

(c) Subcontractor agrees to fully comply with the Occupational Safety and Health Act of 1970 and any and all regulations issued pursuant thereto. Subcontractor, as a term and condition of this Agreement, shall keep and make the Contractor harmless from any claims or charges of any kind by reason of Subcontractor failing to fully comply with the Act and regulations thereunder, and agrees to reimburse the Contractor for any fines, damaged, or expenses of any kind incurred by the Contractor by reason of the Subcontractor’s failure to comply

Section 17. HEALTH AND SAFETY

Subcontractor shall comply with all applicable laws, ordinances, rules, regulations, and orders issued by a public authority, whether federal, state, local, or otherwise, including, but not limited to, the Federal Occupational Safety and Health Act and safety measures called for by the Contractor and the Project Contract, including but not limited to such safety policies as may be put into place from time to time by Contractor relating to a Project worksite.

Section 18. NOT USED

Section 19. GOVERNING LAW; VENUE; DISPUTES

This Agreement shall be governed and construed in accordance with the laws of the State of Texas, and all rules and regulations of any regulatory body or office having jurisdiction over the Work performed by Subcontractor. Venue for any proceeding in connection with this Agreement or any dispute arising hereunder, shall be proper only in the State or Federal District Courts sitting in New York, New York. Claims, disputes or other matters in controversy arising out of or related to this Agreement, shall be subject to non-binding mediation as a condition precedent to litigation, which mediation shall take place before a certified mediator located in New York, New York.

Section 20. ATTORNEY FEES AND EXPENSES

In the event that either party institutes a suit in court against the other party, or against Subcontractor’s surety, in connection with any dispute or matter arising under this Agreement, the prevailing party shall be entitled to recover reasonable and necessary attorneys’ fees, litigation expenses, and any other additional relief granted by the court.

Section 21. TAXES

SUBCONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS

AGREEMENT, SUBCONTRACTOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND

PAYMENT OF APPLICABLE TAXES OF WHATEVER KIND, INCLUDING EMPLOYMENT TAXES,

ARISING OUT OF SUBCONTRACTOR’S PERFORMANCE UNDER THIS AGREEMENT.

SUBCONTRACTOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO

WAGES, TAXES, INSURANCE, AND WORKERS’ COMPENSATION RELATED TO OR ARISING OUT

SLSCO LTD. | February 20, 2025

OF SUBCONTRACTOR’S PERFORMANCE HEREUNDER. CONTRACTOR AND CLIENT SHALL NOT

BE LIABLE TO SUBCONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT

OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS’

COMPENSATION.

SUBCONTRACTOR AGREES TO INDEMNIFY AND HOLD HARMLESS CONTRACTOR GROUP AND

CLIENT, FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL

RELATED COSTS, REASONABLE AND NECESSARY ATTORNEYS' FEES, AND EXPENSES,

RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE, WORKERS' COMPENSATION,

AND/OR ANY BENEFIT AVAILABLE TO ITS EMPLOYEES, ARISING OUT OF ITS PERFORMANCE

UNDER THIS AGREEMENT. THE DEFENSE SHALL BE COORDINATED BY SUBCONTRACTOR WITH

CONTRACTOR. SUBCONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST

OBTAINING THE CONCURRENCE FROM CONTRACTOR (AND IF NECESSARY, FROM CLIENT),

WHICH WILL NOT BE UNREASONABLY WITHHELD. SUBCONTRACTOR SHALL FURNISH TIMELY

WRITTEN NOTICE TO CONTRACTOR OF ANY SUCH CLAIM.

Section 22. CONTRACTOR EQUIPMENT

(a) Subcontractor anticipates providing its own equipment and tools, however in the event that Subcontractor by rental, loan or otherwise, makes use of any of Contractor’s equipment, scaffolding, or other appliances (“Property”), Subcontractor agrees to accept such Property “as is, where is” and Contractor makes no representation as to its safety, condition, or fitness for the purpose for which it is used by Subcontractor. Such use shall be at the sole risk of Subcontractor and Subcontractor agrees that is will carefully examine the Property for defects prior to use and to hold harmless and indemnify Contractor against all claims of every nature arising from its use including personal injury or death.

Subcontractor shall inspect such equipment, and upon acceptance if applicable, Subcontractor shall ensure that all personnel using such Property shall be properly trained and shall hold any certifications necessary for the safe and efficient operation thereof.

(b) Subcontractor shall not re-loan or otherwise provided Property to the workers of, or directly to third parties.

(c) Subcontractor shall return the Property in the same condition as it was in at the time Subcontractor obtained possession of the Property. Subcontractor shall be solely responsible for the Property during its possession of the Property. Subcontractor shall have the Property fully insured at the rates included in this Agreement during its use or possession. If no rates have been included, then at rates to be decided by the parties. Any damage to the Property during possession or use by Subcontractor shall be the sole responsibility of Subcontractor to repair or replace with like kind.

Section 23. NOT USED

Section 24. SUBCONTRACTOR WARRANTIES

Subcontractor agrees and understands that all Work performed hereunder shall be subject to the Warranty provisions set forth in the Project Contract as if Subcontractor were “Contractor” thereunder.

Section 25. ADDITIONAL REPRESENTATIONS, COVENANTS AND WARRANTIES OF

SUBCONTRACTOR

In consideration of the terms and conditions set forth herein, Subcontractor represents and warrants:

(a) that it will render the Work diligently;

(b) that it will render the Work in a thorough, timely, good and workmanlike manner;

(c) that it will render the Work in a manner that is in full compliance with (i) this Agreement,

(ii) the Purchase Order, (iii) the Project Contract, and (iv) all applicable laws, rules and regulations.

(d) that it will render the Work in accordance with the best, modern practice, with materials and workmanship of the highest quality, to the satisfaction of Contractor and Client. All materials required for the Work shall be free from all defects, of the best grade and quality, entirely satisfactory for the purpose intended, furnished in ample quantities to prevent delays, and in accordance with all requirements of this Agreement and the Exhibits hereto;

(e) that it is financially solvent and sufficiently experienced and competent to perform the services required by this Agreement;

(f) that (i) it is not in arrears to the Client upon debt, contract, or taxes; (ii) it is not a defaulter, as surety or otherwise, upon any obligation of the Client; (iii) it has not been declared not responsible or disqualified by any agency of the Client, and it is not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department of agency, and (d) there is not any proceeding pending relating to the responsibility or qualification of Subcontractor to provide services in connection with public contracts;

(g) work crews not less than seven (7) days per week (including Saturdays), if requested by Contractor, or as may be necessary in order to ensure the timely performance of the Work;

(h) to submit executed labor and/or material releases to Contractor (if requested) prior to issuance of payment under each Purchase Order;

(i) proceed with the timely and expeditious performance of the Work notwithstanding any strike, picketing or labor movement;

(j) to furnish copies of all required licenses to do business in the City and State of New York;

(k) that it will immediately notify Contractor of any site condition that materially differs from those reflected in the plans and specifications, or any site condition that is unsafe or poses a risk of harm to Subcontractor or its employees, agents or subcontractors; and

(l) to extent Subcontractor has received payment from Contractor, Subcontractor shall promptly discharge, by posting of adequate bond or by cash payment, any and all mechanic’s and materialmen’s liens filed by any third party in connection with the Work, irrespective of the validity or cause of such lien filing. Subcontractor is solely responsible for the removal, and any associated expense involved therewith, of any lien placed by a

SLSCO LTD. | February 20, 2025 claimant under a Payment Bond provided by Subcontractor for the Project, irrespective of the fault or cause of such attachment.

(m) Subcontractor warrants and guarantees its Work against all defects of design, materials and workmanship, for the period set forth in the Project Contract. Subcontractor shall promptly repair, replace, restore or rebuild, as the Contractor or Client may determine, any finished Work in which defects of materials or workmanship may appear or to which damage may occur because of such defects, during the warranty period described in the Project Contract.

Subcontractor agrees and understands that the above list is not exclusive, and that Subcontractor shall be responsible for complying with all applicable portions of the Project Contract, including the Exhibits and Attachments thereto and all flow-down provisions, whether or not the same are referenced specifically herein. When required, references to “Contractor” or “Subcontractor” in the applicable portions of the Project Contract shall be read to include Subcontractor;

Section 26. NOT USED

Section 27. NOT USED

Section 28. SEVERABILITY AND WAIVER

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. The failure or either party to insist, in any one or more instances, upon the performance of any of the provisions of the Agreement as respects further performance shall not mean such provision has been waived.

Section 29. CAPTIONS

The captions at the beginning of each Section of this Agreement are for convenience only and are to be given no weight in construing the provisions of this Agreement.

Section 30. NOTICES

All notices shall be in writing, addressed to the Parties at the addresses set out in this Agreement.

Notices regular or certified mail shall be considered “delivered” on the first regular mail delivery date after the notice is surrendered to the U.S. Postal Service as reflected by the postmark. In case of facsimile transmittal, email, or personal delivery, the “delivered” date is the date the notice is received.

Section 31. MODIFICATION, WAIVER AND ASSIGNMENT

Any waiver, modification or alteration of this Agreement shall be invalid and unenforceable unless it is in writing and signed by the parties. Subcontractor may not assign this Agreement or any of its rights or

SLSCO LTD. | February 20, 2025 obligations hereunder without Contractor’s prior written consent, which consent may be withheld for any reason. Any assignment except as expressly provided in this Section shall be null and void for any and all purposes.

Section 32. CONFIDENTIALITY AND NONDISCLOSURE

(a) All information, data, reports and records pertaining to performance under this Agreement, specifically including but not limited to the contents of the plans and specifications, shall be the sole and confidential property of Contractor and shall not be disclosed, exhibited, or divulged by Subcontractor or its sub-subcontractors, or their employees, contractors, representatives, agents or to any other person without Contractor’s prior written consent.

Subcontractor shall not utilize for its own benefit or for the benefit of any person or party other than Contractor any information, knowledge or documents acquired as a result of the…