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FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019
Exhibit C
FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019
4AIA Document A40T - 2667
Standard Fonn of Agreement Between Contactor and Subcontractor
AGREEMENTSixteenth day of December in the year
Two Thousand Fifteen
(Inwords, indicateday, month and year.)
ADEOMND D NW
BETWEEN the General Contractor(the"Contractor"):
The author of this document
has
(Name, legal address
status, and other information) needed for its
added information
The author may also
completion.
SMI ConstructionManagement, Inc.
78* have revised the text of the original
264 East Street
AIA standard form. An AddRions and
New York, New York 10075 Deletions Report that notes added
information as well as revisions to
and theSubcontractor: the standard form text is available
(Name, legalstatus,address and other information) from the author and should be
reviewed. A vertical line in the left
Jovin Demo New York Inc. margin of this document
indicates
402 Marshall St. where the author has added
Paterson,NJ 07503 necessary and where
information
Telephone Number: 973027805700 the author has added to or deleted
from the original AIA text.
This documenthas important
fegal
The Contractor has made a contractforconstruction the
(hereinafter, Prime Contract) consequences.Consultation
with an
dated: December 15, 2015
attomey is encouraged
with respect
or modification.
to its completion
with theOwner:
legal address and other AIA Document A20t™-2007,
(Name, status, information)
General Conditions
of the Contract
is adopted
for Construction, in this
Felixand Heather Baker
document by reference,
27 Christopher Street
New York, NY 10014 Thhs document has been approved
and endorsed by the Associated
Inc.
Specialty Contractors,
forthe following Project:
(Name, location and detaileddescription)
27 Chrisstopher Street
27 Christopher Street
New York, NY 10014
The Prime Contract provides for the furñising of labor, materials,e:¡nip:nentand
servicesin emn-Men with the constructionofthe Project.
A ofthe Prime Contract,
copy
consistingof theAgreement Between Owner and Contractor(from which comnen=†inn
a=eme may be deleted)and the otherContract Dccamcats enumerated therein,has been
made availableto theSubcontractor.
The Architect forthe Project:
(Name, legalstatus,addmss and other information)
HS Jessup Architecture
I 11 Broadway
AIA Document A401™-2007.
Copyright01915, 1925, 1937,1951,1958,19e1, 1983, 1966, 1967, 1972, 1978, 1987, 1997and 2007 by The American
Ink ta rer
InstituteOfArchitects.AHrights reserved.
: . by U.L. A;ey
t::;to . . ..
. . This documentwas producedby AIA softwareat 08:29:02on 12/16/2015underOrderNo.2228102907-1which
-- -- 02/o92016, and is notfor resale.
expireson
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FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019
Suite660
New York, NY 10004
Telephone Number: 212-514-8545
The Contractor and theSubcontractor agree as follows.
TABLE OF ARTICLES
1 THE SUBCONTRACT DOCUMENTS
2 MUTUAL RIGHTS AND RESPC W LITIES
3 CONTRACTOR
4 SUBCONTRACTOR
5 CHANGES NI THE WORK
G MEDIATION AND BNIDAlG DISPUTE RESOI.UTION
7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT
8 THE WORK OF TIES SUBCONTRACT
5 DATE0F COMMENCEMENT AND SUBSTANTIAL COMPLETION
10 SUBCONTRACT SUM
11 PROGRESSPAYMENTS
12 FINAL PAYMENT
13 INSURANCE AIN) BONDS
14 TEMPORARY FACILITIES AND WORIGNG CONDMONS
15 MISCELLANEOUSPROWSIONS
18 ENUMERATION OF SUBCONTRACT DOCUMENTS
ARTICLE 1 THE SUBCONTRACT DOCUMENTS
§ 1.1 The Suhm-tract Documents consist of (1) this Agreement; (2) the Prime Contract, consisting of the
Agreement between the Owner and Contractor and the other Contract Documents enumerated therein; (3)
M÷ilfstions issued suhequent to the execution of theAgreement between the Owner and Contractor,whether
before orafterthe execution ofthisAgreement; (4)other documents listed
in Article16 of thisAgreement; and (5)
Modifiewinns tothisSubcontract issued afterexecution ofthisAgreement These form the Subcontract, and areas
fullya part ofthe Sübeceitrâctasif a*ched to thisAgreement or reponiedherein. The Subcontract representsthe
entireand integratedagreement between the partieshereto and supersedes priornegotiations,representationsor
agreements, eitherwrittenor oral.An enumeration of theSubcontract Documents, other thanModifc:ti.7iisissued
subsequent to theexecutionof thisAgreement, appears in Article16.
§ 1.2 Except tothe extent ofa conflictwith a specificterm orccaditica -*a ad inthe Subcontract Danuments,
theGeneral Conditionsgoverning thisSubcontract areset forthinthePrime Agreement.
§ 1.3 The Subcontract may be ended ormodified only by a Modification.The Subcontract Documents shallnot
be construed to createa contractualrelationshipof any kind (1)between theArchitect and the Subcontractor, (2)
AIA Document A401= -2007. copyright O 1915,1925, 1937, 1951, 1958,1961, 1983,1966, 1987,1972, 1978, 1987, 1997and 2007 by The American
hit. . '·
. 31
instituteof Architects.All rights reserved.G1%½: Goom u G reacQ.y U.& Co7#..¾ I -ad th saw Y:.w-; . hz . .. .. . ..
... r. · ... TNs documentwas producedby AIA sonwareat 08:29:02on 12/16t2015underOrder No.2228102907_1which
expireson 02/09/2010,and is notfor resale.
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FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019
between the Owner and the Subcenha.c+or, or (3)between any persons or entitiesother than theContractor and
Subcontractor.
§ 1.4 The Contractorshallmake âvâñâble the Submntact Documents tothe Subcontractorpriorto executionof this
Agreement,and upon
thereafter, request,but theContractrr may chargethe Subcontractor forthe reasonablecostof
reproduction.
§1.5The Suken*•ctor representsand agrees thatit hascarefullyexamined and undmrands thisSubcontract and the
other SubcontractDocuments, thatit has investigated
thenature,localityand siteofthe Work and the conditionsand
under
difficulties which the Work is tobe performed,and that itentersintothisSubcontract on the basisof itsown
examination, and
investigation, evaluationof allsuch matters and not upon any opinions or representationsof the
Contractor,the Owner or ofany of their
respectiveofficers,
agents, members, or employees.
§1.6 Allofthe Work shallbe performed in accordancewith allthe contactdrawings and specifications
and any
addenda and madif cations the
thereto, Building AlterationAgreement, and what isrequired on one shallbe required
on allas ifspecificallysetforth therein,according tothe true intentand meaning ofthe Subcontract Documents,
including,among otherthings,all labor,materials,and engineering incidentthereto,or as are usuallyperformed,
furnished, ornecessary, in connection with such work, and regardless of whether the labor or materialshereby
subcontracted arereferred tounder one or more headings inthe it
specifications, being the intes of theparties
thatallwork usuallynecessary,required orperformed by thetrade(s)covered by thisagreement and required by the
Prime Contract shallbe performed by theSubcontractor.
51.6.1Should itappear thatthe Work herbyintended to be done orthe materialtobe furnished,or any of thematters
relatingtosaid Work or Materials,
are notsufficientlydetailedor explainedon thedrawings orin thespecifications,
the Suke±actor shall apply tothe Contractor for such other and furtherdrawings or explanationsas may be
necessary and shallconform to thesame without extra compensation as partofthisSubcontract.
AR11CLE 2 IAUTLIAL RIGHTS AND RESPONSIBILITES
The Contractor and Subcontractor shallbe mutually bound by theterms of thisAgreement , as amended by Owner
and Contractor, and,the Prime Contract to theextent itapplies tothe Work ofthe Subcontractor, the Contractor
shallassume toward the Subcûñtiâ©tar allobligationsand that
responsibilities the Owner, under such documents,
assumes toward the Contractor,and the Suke±actor shallassume toward the Contractor all obligationsand
responsibilit!æwhich the Contractor,under such documents, assumes toward the Owner and the Architect.The
Contractor shallhave thebenefit ofallrights,remedies and redressagainstthe Subcontractor thatthe Owner, under
such documents, has againstthe Contractor,and the Subcontractor shallhave thebenefit ofallrights,remedies and
redress against the Contractor that the Contractor, under such documents, has againstthe Owner, insofaras
app!iæNe to this Subcontract.Where any provisions of such documents areinconsistentwith a provisionof this
Agreement, the Contractorshall have the optionto determine which provisionshallgovern thisAgreement. The
terms and provisionsof thisAgreement regardingthe work tobe performed by the Subcan*actor shallbe in addition
to and not in substitutionfor any of the terms and provisions of the Prime Contract and theother Subcontract
Documents, unlessotherwise determined by theContractor.
§ 2.2 The Contractor may requirethe Subcontractor to enterintoagreements with Sub-subcontractors performing
portions ofthe work of thisSubcontract by which the Sub-subcontractor is boundto the Subcontractorto the same
extentthe Subcontractor is boundtothe Contractor,and by which the Sub-subcontractorassumes allofthe
obligations that
and responsibilities the Subcontractorassumes under thisAgreement
ARTICLE 3 CONTRAC10R
§ 3.1 SERVICES PROVIDED BY THE CONTRACTOR
§ 3.1.1The Contractorshallcooperate with the Subcontractor inscheduling and performing the Contractor'sWork
to avoid conflictsor interferenceinthe Subcontractor's Work and shallexpedite writtenresponses to submittals
made by the Subcontractor in accordance with Section 4.1 and Article 5. Promptly afterexecution of this
Agreement, the Contractor shallprovide the Subcontractor copies of the Contractor'sconstruction schedule and
schedule ofsuki*als, together withsuch additionalscheduling detailsas willenablethe SukêñMcter toplan and
AIA Docurnent A401™ - 2007.CopyrightO 1915, 1925, 1937, 1951, 1958, 1961, 1963,1988,1967,1972,1978, 1987, 1997 and 2007 by The Amencan
Init. Instituteof Architects.An rights reserved.
G:Ye . ern p.+_ 4 UA c .r:gh
L , .
. ... . . This documentwas producedby AIA soRwareat 08:29:02on 12/16/2015under Order No.2228102907_1which
exp res on 02f09/2016,and is notfor resale.
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NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019
perform the Subcontractor'sWork properly.The Contractor shallpromptly notifythe Subcontractor of subsequent
changes in theconstructionand submittalschedules and additionalschedulingdetails.
§ 11.2 The Contractor shall provide suitableareas for storage of the Subcontractor's materialsand equipment
during thecourse of theWork. Additionalcosts tothe Subcontractor from
resulting relocationofsuch storage areas
at thedirectionofthe Contractor,exceptas previouslyagreed upon, shallbe reimbursed by theContractor.
§ 3.1.3Except as providedin Article14, theContractor's equipment willbe availableto theSubconuador only at
the Contractor'sdiscretionand on mutuallysatisfactoryterms.
§ 3.2 COMMtIINCATIONS
§ 3.11 The Contractor shallpiciaptly make availableto the Subcontractor information,including information
received from the Owner, thataffectsthisSubcontract and thatbecomes -nAle to the Contractorsubsequent to
execution ofthisSubcontract.
§ 3.12 The Contractor shall not giveinstructions or orders directlyto the Subcontractor'semp!eyms or to the
Subccñtiâctor's Sub-subceneders or material suppliers unless such persons are designated as authorized
representativesofthe Subcontractor.
§ 3.2.3The Contractor shallpermit theSubcontractor to request directlyfrom the Architectinformation regarding
the percentagesof completion and theamount certified
on account ofWork done by the Subcontractor.
§ 3.2.4Ifhazardous substancesof a typeof which an employer is required
by law to notifyitsemployees arebeing
used on the by the
site Contractor,a shons.der or anyone directlyorindirectlyemployed by them (otherthanthe
Subcontractor),the Contractor prior
shall, to harmful exposure of theSubcontractor's employees to such substance,
give writtennotice ofthe chemical composition thereof tothe Subcontractor insufficientdetailand time topermit
the Subconhder's compliance with such laws. Notwithstâüding any ofthe foregoing Contractoris notobligatedto
furnish,and undertakes no duty or responsibilityto fumish any information concerning the use of hazardous
substances used by the Contractor.Failure toprovide any informationto the Subeenade concerning theuse of
hazardous substances used by theContractordoes not impose any upon
liability the Contractor.
§ 3.2.5The Contractorshallfumish to the Subcontractorwithin 30 days afterreceiptof a writtenrequest,orearlier
ifso requiredby law, informationnecessary and relevantfor theSubcontractor toevaluate,give noticeof orenforce
mechanic's lienrights.Such information shallinclude a correct::tatem=t ofthe record legaltitle
to the property,
usuallyreferred to as the
site,on which theProjectis locatedand theOwner's interest
therein.
§ 3.2.6Ifthe Contractor assertsordefends a claim againsttheOwner that relates
to theWork of the Subcontractor,
the Subcontractorshallpromptly make availableto theConhder allinformationrelatingto theportionofthe claim
thatrelatestothe Work of theSubcontractor.
§ 3.3 CLAAAS 8Y THE CONTRACTOR
§ 3.3.1The Subcontractorshallbe responsiblefor liqui&tal damages forthose delayscaused or cañüibuted by the
Subccatractor or any person or entityforwhose actsthe Subccñtractcr may be and
liable, assessed by the Owner
againstthe Contractor. Additionally,the Subcontractorshall be responsiblefor actualdamages to theContractor
caused or contributedto bythe Sukends orany person or entityforwhom theSubcontractor In
is responsible.
the event liquidated damages and/or actual damages are caused by the Sukehdor and another entity,the
Contractor shallhave a righttoreasonably apportion said damages between theparties,and such apportionment
shallbe binding on theSubcontractor.
§ 13.2 The Contractor's and/or Owner's claims for the costs of services or materials provided due to the
Subcontractor'sfailureto executethe Work require
shall
days'
.1 seven writtennotice priortothe Contractor's and/orOwner's providing servicesor materials,
except in an emergency;and
.2 writtene-.pMas to theSubcontractorof servicesand materialsprovided by the Contractorand/or
Owner's and charges for such services and materialsno laterthan thefifteenthday ofthe month
following theContractor'sand/or Owner's providing such servicesor materials.
AIA Document A40t™ - 2007.CopyrightO 1915,1925, 1937,19s1, 1958, 1961, 1963, 1968,1987,1972,1978,1987, 1997and 2007 by The Arnerican
Instituteof Architects.AII rights reserved. 's M W:
. d. Dom n att oftat..Prdi cepyr u N: h A. i -o, Umt
a of .LinJ .: m m c. t c of w fr.ts wr.A
irmy . c . sad owrëdt. :©ms n ,x :mm.±a
. : :sa . t ,m This documentwas produced by AIA soRwareat 08:29:02on 12/16/2015underOrder No.2228102907.1which
expireson 02/09/2016 and is notfor resale.
1833525829)
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FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018
NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019
§ 3.4 CONTRACTOR'S REMEDIES
Ifthe Subcontractor defaultsor neglectstocarry outthe Work inaccordance with thisAgreement , applicablelaws,
ordinances,
statutes, buildingcodes, rulesand and
regulations, failswithin fiveworking days afterreceiptof written
notice from the Contractor to commence and continue correctionof such default or neglectwith diligenceand
promptness, the Contractor may, by appropriate Medic=nen, and without prejudice to any otherremedy the
Contractormay have, make good such deficienciesand Owner may deduct thereasonable cost thereof from the
payments then or thereafter
due the Subcüütiâctõr. Contractor may pursue allremedies under the law and inequity
including,butnot limited to,terminationof the Subcontract,recovery of payments alreadymade by CGñtractôr in
accordance herein,deduction of damages from any ontgending payments due toSubcontractor,cancellationof the
Subcontract or obligation,"cover", specific performance, replevin,expectation, incidentaland consequential
damages.
ARTICLE 4 SUBCONTRACTOR
§ 4.1 EXECUTION AND PROGRESS OF THE WORK
§ 4.1.1For allWork the Subcontractor intendstosubcontract,the SubcGatrâctcr shallenterintowritten agreements
with Sub-subcontractors performing portions ofthe Work of thisSubcontract by which theSubcontractor and the
Sub-subcontractor are mutually bound, to the extent of the Work to be performed by the Sub-snkenhctor,
amuning toward each otherallobligationsand respansibilities
thatthe Contractor and Subcontractorassume toward
each other and having thebenefit ofallrights,remedies and redress each againstthe otherthatthe Contractor and
Subcontractor have by virtueof theprovisions Agreement.
of this
§ 4.1.2 The Subcontractor shall supervise and direct the Subcont-eder's Work, and shall cooperate with the
Contractor in schedulingand performing the Subcontractor'sWork to avoid conflict,
delay in orinterferencewith
the Work ofthe Contractor,othersubcenhders, the Owner, or separatecontractors. Radios or playingof music is
not permittedat anytime. Wearing ofheadphones is also
not permitted.
§ 4.1.2.1 The Contractor shallhave the righttomodify the constructionschedule, tosuspend, delay oraccelerate,
in whole or in part,the commencement, or executionof the Sekenhdor's Work, or vary the sequence thereof,
without compensation to the Subcontractor. In the event any delay, suspension, hindrance, re-sequencing,
interference,
acceleration,or otherdisruption,caused inany way by theact oremissim ofthe Contractoror by any
other contractoror Subcontractor on the or
Project, by any cause beyond the Subcontractor'scontrol,extends the
overalltime of performance, or increasesthe Subcontractor'scosts,the Subcontractor'ssole and exclusiveremedy
shallbe an extension ofthe completion date asdetermined by the Contractor, Subcontractorhereby agrees that
Subcontractor shall not make a claim for,shall not seek remuneration for, and hereby waives, releases,and
relinquishesany rightor entitlementto costs
or damages thatmay be suffered orincurredas a result
of among other
things,delays,suspensions, hindrances,re-sequencing,interferences, or other
acceleration, disruptioncaused inany
way by theact or omission ofthe Contractor orby any othercontractoror subcontractor on theProject,or by any
cause beyond theSubcontractor's controlor any otherdisruption causeby action or omission, whether foreseeable
or notforeseeable,inwhole orin of
part, thecommencement orexecution of theSubcontractor'sWork.
§ 4.1.2.2 Subcontractor shallattendprogressmeetings to discussmatters pertainingtoperformance ofthe Work, as
frequentlyas required by the Contractor,but inno eventmore than one time per week and atmutually agreeable
times and places.
'
5 4.1.3·The Subcontractor-shallpromptly submit Shop Drawings, Product Data, Samp_les and-similar-c -'"is
required by theSubcontract as to-cause
Documen-ts_with-r=.=eiieHe-jirãñptness-mrd-iii-ëucTsequei-ce no delay in the
--Werk-orirrthelictivitiesoTtheContractoror othersubcontractors.
§ 4.1.4The Subcontractorshall furnishtothe Cantracterperiodic progressreports on theWork of thisSubcontract
as mutually agreed, includinginformation on the statusof materials and equipset that may be in thecourse of
preparation,manufacture, or transit.
§ 4.1.5 TheSubcanhder agrees thattheContractor,Architect and Owner each have theauthcrityto reject
Work of
the Subcontractor thatdoes not conform to the Prime Contract. The Architect's decisionson mattersrelatingto
aestheticeffectshallbe finaland binding on the Subcontractor ifconsistentwith the intentexpressed inthe Prime
Contract.
AIA =;:=;at A401™ - 2007. CopyrightO 1915,1925, 1937,1951,1958, 1961, 1983,1966, 1967,1972, 1978,1987, 1997 and 2007
by The American
Inlt" Instituteof Architects.AII rights reserved. MNC:
i:a Al h Lwumut b yot.t:tect
fo/ USccSyript4. ancon& /"P t ½ I.%n w · c6
: th. . This docurnentwas producedby AIA sommareat 06·29:02on 12/162015under OrderNo.2228102907.1which
expireson 02/09/2016,and is not for resale.
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NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019
§ 4.1.8The Subcontractorshallprovide and pay forallrnater·ia%equipmet and laborused in connection withthe
performance of this Subcontract and necessary for the proper comp!cti= of the Work, whether temporary or
permanent and whether or not ineciparâ‡cd inthe Work, through the period covered by previous paym=ts
received from the Contractor,and shall furnishsatisfactoryevidence,when requested by the Contractor,to verify
compliancewith the above requirements. Ifpayment formaterialstored off-site
is ra;ned and made, title
to such
material
shallpass to theContractorand through to theOwner as may be agreed between the Contractorand Owner,
but theSubcontractor shallbearthe riskof lossand remain fullyliableforallsuch materialsstored off-site
and shall
be responsibleforproviding insurance forsuch storedmaterial.
§ 4.1.7The Subcontractor bearsthe riskof lossof and shalltake allnecessary preantinm to protectitsWork and
the Work ofthe Contractor,other contractorsand Sub-subccatrâctors from damage caused by operationsunder this
I Subcontract.
§ 4.1.8 The Subcontractor shallcooperate with the Contractor, other subccñtracters,the Owner, and separate
contractorswhose work might interferewith theSubcontractor's Work. The Sub.me shallparticipateinthe
preparation ofcoordinated drawings inareas of congestion,ifrequired by the Prime Contract, noting
specifically
and advisingthe Contractor ofpotentialconflictsbetween the Work ofthe Suhntractor and thatof the Contractor,
other the
subcontractors, Owner, or separatecontractors.
§ 4.1.9 SubcGñtractor's services shallbe performed and emphed in accordance with the Project schedüIe.
Subcontractor shallnotberesponsible for delaysbeyond its reasonable
control.
§ 4.1.10 If at any time before finalpayment there shallbe any lien,claim or notice filedagainstthe Project,
Subcontractor or presentedto theContractor by any Claimant or Lienor ofthe Subcontractor,Contractor shallhave
the rightto retainout any payments thendue, or which may thereafterbecome due, to Subcontractor,an amount
necessary tocompletely inde=nify theContractor from any loss from such lien,claim ornotice,3-1"h: thecost
of bonding themechanic's and
lien, any attorney's
fee incurredas a resultofthe presentment,filing,orserviceof a
mechanic's lienor claim. Subcontractormay bond the lienor Contractormay bond the lienand charge any and all
costsfor same (includingreasonable attorney'sfees ifany) toSubcontractor's account. The rightsherein shallbe
absolute and shallnot be dependent upon the eventual validityof such lien,claim or noticeand theamounts so
retainedhereunder shallnotbe releasedto the SuhnMor untilthe invalidityof such lien,claim ornotice has
been iinallyadjudicated,or the said lien,claim or notice has been properly paid and satisfiedand dœme
evidencing same has been presentedto theContractor.
§ 4.1.10.1 at
If, any time afterfinalpaymcñt, any of theaforesaid demands claims,liensor thelike,have filedor
given,then Subcontractor shallpay tothe Contractor thesums necessary to make Contractorwhole because of loss,
cost and expense to which Subcontractor has put Contractor, Subccatractor furtheragrees that if any lawsuit,
or
arbitration, proceeding is commaced toforeclose,establishorotherwise adjustsaid lien,claimor notice,it shall
indemnify, defend and hold harmless Owner, Building and/or Tenants Corporation, Centracter and any other
additionalinsureds identified
in the Prime Contract the
(collectively, "Indemnitaes") from and against any and all
costs and expense incurred as a resultof said lawsuit,arbitration,or proceeding. Contractor's rightsunder this
Section shallbe in addition to allotherlegalremedies and rights that itmay have, and, itsoption,a breach by
Subcontractor of thecovenants contained in thisSection shallbe deemed a subs®tial breach by Subcontractor of
the Subcontract.
§ 4.1.11 The Subcontractor shallenforcestrictdiscipline
and good order among theSuhnwer's employees and
other personscarrying outthe Work. The Subcontractorshallnot permit employment of unfitpersons or persons
not in tasks
skilled assignedto them,
§ 4.2 PERINTS, FEES, NOTICES, AND CGINPLIANCE WITH LAWS
§ 4.11 The Subcontractor shallgive noticesand comply with applicablelaws,statutes,ordinances,codes, rulesand
regulations,and lawful ordersof public authoritiesbearingon performance of the Work of thisSubccatract.The
Gulmouhuotus olmilowomo and puf foi puni¡w, fow, lious.,wand inapootion.,
L, ,,--aud ae,uso;w u-, fus
-preper execution-ande=pWien of the-Subcontractor'sWork, the furnishing-of-whichis-required-ef-the-Gentraeter
by thePrime Contract.
AIA Document A401™- 2007.CopyrightO 1915, 1925, 1937,1951,1968,1961,1963, 1966, 19s7, 1972, 1978,1987, 1997 and 2007 by TheAmerican
Init. :N.C: 1.
Insmuteof Architects.AII rights remarved.W. . : e.
n + S. :t U.L Gr r .e ..a .
This documentwas producedby AIA softwareat 06:29:02on 12/16/2015underOrder No.2228102907,_1
wh ch
expireson
-- 02/09/2016,and is notfor resale.
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NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019
§ 4.2.2The Subcontractor shallcomply withFederal,stateand localtax laws,socialsecurity acts,üñcmployment
workers' Subcontract.
compensation acts and compensation actsinsofaras eppliable to the performanceofthis
§ 413 Subcontractor's Work shall be incoiñpliañce with all codes,rules and regulationsof any governmental
body having jurisdiction
over the Project.
§ 414 Subcontractor shallsupervise and directthe Work, using the Subcontractor's best skilland =++mtion.
Subcontractor be solelyrespest's forand have control over constructionmeans, methods, tech=iques,sequences
and proceduresof itswork force. Contractor shallnot have any responsibilityfor any of the responsibilities
includedin this
Section.
§ 4.2.5 Lead Paint.To theextent Subcontractor is preedkg demolition,refinishingor any work at allon existing
paint,the Subcontractor representsthat:(a) itisfullytrained and that it possesses,and will mn6nne topossess
during thecourse of thisProject,acurrent USEPA leadsafe and/or
certification other authorizedState orlocal lead
safe and
certification accreditation
programs; (b)ithas two
at least (2) yearsof previous experience with lead-base
paintabatement projects;and (c)itwillbe fullyresponsible forcompliance with and the means and methods forall
lead-basedpaintinspections,riskassessments and abatement activities
forthisProject.
§ 4.3 SAFETY PRECAUTIONS AND PROCEDURES
§ 4.3.1The Contractorwillnot provide safetyaquipmant. The Subcontractor isresponsible foritsown safetyand
safetyequipment and shalltakeallreasonable safetyprecautionswith respectto its performanceof thisSuk~±±,
and shallperform itswork in accordancewith applicable laws,statutes,
ordinances,codes, rulesand regulati0ñs,and
lawful orders ofpublic authoritiesforthesafety ofpersons and property inaccordance with the requirements ofthe
Prime Contract.The Subcontractorshallreport tothe Contractorwithin 24 hours an injuryto an employee or agent
ofthe Subcontractor which occurred at thesite.
§ 4.3.2 Hazardous substances shallnot be used atthe site without priorwritten approval of the Contractor. If
hazardous substances of a typeof which an employer is requiredby law tonotify itsemployees are being used on
the siteby theSubccñtractor, theSubcontractor's Sub-subcontractors oranyone directlyorindirectlyemployed by
them, the Subcontractorshall,priortoharmful exposure of any employees on the site
to such substance,give written
notice of thechemical campasition thereofto theContractor insufficientdetailand time topermit compliance with
such laws by theContractor, othersubcontractorsand otheremployers on the site.
§ 4.3.3 The Subcontractor shallnot use asbestosor polychlorinated biphenyl or materials ~mehhe those
substances
in the performance of the work without priorwritten approval from the Owner, Contractor, and Architect. If
ressõñable precautionswill be ined-qste to prevent foreseeablebodily injuryor death topersons resultingfrom a
hazardous material or substance, including but not limited to asbestos or pclychictiñated biphenyl (PCB),
encounwed on the siteby theSubcontractor, theSubcontractor shall,upo
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FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019 Exhibit C FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019 4AIA Document A40T - 2667 Standard Fonn of Agreement Between Contactor and Subcontractor AGREEMENTSixteenth day of December in the year Two Thousand Fifteen (Inwords, indicateday, month and year.) ADEOMND D NW BETWEEN the General Contractor(the"Contractor"): The author of this document has (Name, legal address status, and other information) needed for its added information The author may also completion. SMI ConstructionManagement, Inc. 78* have revised the text of the original 264 East Street AIA standard form. An AddRions and New York, New York 10075 Deletions Report that notes added information as well as revisions to and theSubcontractor: the standard form text is available (Name, legalstatus,address and other information) from the author and should be reviewed. A vertical line in the left Jovin Demo New York Inc. margin of this document indicates 402 Marshall St. where the author has added Paterson,NJ 07503 necessary and where information Telephone Number: 973027805700 the author has added to or deleted from the original AIA text. This documenthas important fegal The Contractor has made a contractforconstruction the (hereinafter, Prime Contract) consequences.Consultation with an dated: December 15, 2015 attomey is encouraged with respect or modification. to its completion with theOwner: legal address and other AIA Document A20t™-2007, (Name, status, information) General Conditions of the Contract is adopted for Construction, in this Felixand Heather Baker document by reference, 27 Christopher Street New York, NY 10014 Thhs document has been approved and endorsed by the Associated Inc. Specialty Contractors, forthe following Project: (Name, location and detaileddescription) 27 Chrisstopher Street 27 Christopher Street New York, NY 10014 The Prime Contract provides for the furñising of labor, materials,e:¡nip:nentand servicesin emn-Men with the constructionofthe Project. A ofthe Prime Contract, copy consistingof theAgreement Between Owner and Contractor(from which comnen=†inn a=eme may be deleted)and the otherContract Dccamcats enumerated therein,has been made availableto theSubcontractor. The Architect forthe Project: (Name, legalstatus,addmss and other information) HS Jessup Architecture I 11 Broadway AIA Document A401™-2007. Copyright01915, 1925, 1937,1951,1958,19e1, 1983, 1966, 1967, 1972, 1978, 1987, 1997and 2007 by The American Ink ta rer InstituteOfArchitects.AHrights reserved. : . by U.L. A;ey t::;to . . .. . . This documentwas producedby AIA softwareat 08:29:02on 12/16/2015underOrderNo.2228102907-1which -- -- 02/o92016, and is notfor resale. expireson 1833525829) You created thisPDF from an applicaticathat isnot licensed to printtonovaPDF printer (http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019 Suite660 New York, NY 10004 Telephone Number: 212-514-8545 The Contractor and theSubcontractor agree as follows. TABLE OF ARTICLES 1 THE SUBCONTRACT DOCUMENTS 2 MUTUAL RIGHTS AND RESPC W LITIES 3 CONTRACTOR 4 SUBCONTRACTOR 5 CHANGES NI THE WORK G MEDIATION AND BNIDAlG DISPUTE RESOI.UTION 7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT 8 THE WORK OF TIES SUBCONTRACT 5 DATE0F COMMENCEMENT AND SUBSTANTIAL COMPLETION 10 SUBCONTRACT SUM 11 PROGRESSPAYMENTS 12 FINAL PAYMENT 13 INSURANCE AIN) BONDS 14 TEMPORARY FACILITIES AND WORIGNG CONDMONS 15 MISCELLANEOUSPROWSIONS 18 ENUMERATION OF SUBCONTRACT DOCUMENTS ARTICLE 1 THE SUBCONTRACT DOCUMENTS § 1.1 The Suhm-tract Documents consist of (1) this Agreement; (2) the Prime Contract, consisting of the Agreement between the Owner and Contractor and the other Contract Documents enumerated therein; (3) M÷ilfstions issued suhequent to the execution of theAgreement between the Owner and Contractor,whether before orafterthe execution ofthisAgreement; (4)other documents listed in Article16 of thisAgreement; and (5) Modifiewinns tothisSubcontract issued afterexecution ofthisAgreement These form the Subcontract, and areas fullya part ofthe Sübeceitrâctasif a*ched to thisAgreement or reponiedherein. The Subcontract representsthe entireand integratedagreement between the partieshereto and supersedes priornegotiations,representationsor agreements, eitherwrittenor oral.An enumeration of theSubcontract Documents, other thanModifc:ti.7iisissued subsequent to theexecutionof thisAgreement, appears in Article16. § 1.2 Except tothe extent ofa conflictwith a specificterm orccaditica -*a ad inthe Subcontract Danuments, theGeneral Conditionsgoverning thisSubcontract areset forthinthePrime Agreement. § 1.3 The Subcontract may be ended ormodified only by a Modification.The Subcontract Documents shallnot be construed to createa contractualrelationshipof any kind (1)between theArchitect and the Subcontractor, (2) AIA Document A401= -2007. copyright O 1915,1925, 1937, 1951, 1958,1961, 1983,1966, 1987,1972, 1978, 1987, 1997and 2007 by The American hit. . '· . 31 instituteof Architects.All rights reserved.G1%½: Goom u G reacQ.y U.& Co7#..¾ I -ad th saw Y:.w-; . hz . .. .. . .. ... r. · ... TNs documentwas producedby AIA sonwareat 08:29:02on 12/16t2015underOrder No.2228102907_1which expireson 02/09/2010,and is notfor resale. You created thisPDF from an app!icatianthat isnot licensed to printtonovaPDF printer(http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019 between the Owner and the Subcenha.c+or, or (3)between any persons or entitiesother than theContractor and Subcontractor. § 1.4 The Contractorshallmake âvâñâble the Submntact Documents tothe Subcontractorpriorto executionof this Agreement,and upon thereafter, request,but theContractrr may chargethe Subcontractor forthe reasonablecostof reproduction. §1.5The Suken*•ctor representsand agrees thatit hascarefullyexamined and undmrands thisSubcontract and the other SubcontractDocuments, thatit has investigated thenature,localityand siteofthe Work and the conditionsand under difficulties which the Work is tobe performed,and that itentersintothisSubcontract on the basisof itsown examination, and investigation, evaluationof allsuch matters and not upon any opinions or representationsof the Contractor,the Owner or ofany of their respectiveofficers, agents, members, or employees. §1.6 Allofthe Work shallbe performed in accordancewith allthe contactdrawings and specifications and any addenda and madif cations the thereto, Building AlterationAgreement, and what isrequired on one shallbe required on allas ifspecificallysetforth therein,according tothe true intentand meaning ofthe Subcontract Documents, including,among otherthings,all labor,materials,and engineering incidentthereto,or as are usuallyperformed, furnished, ornecessary, in connection with such work, and regardless of whether the labor or materialshereby subcontracted arereferred tounder one or more headings inthe it specifications, being the intes of theparties thatallwork usuallynecessary,required orperformed by thetrade(s)covered by thisagreement and required by the Prime Contract shallbe performed by theSubcontractor. 51.6.1Should itappear thatthe Work herbyintended to be done orthe materialtobe furnished,or any of thematters relatingtosaid Work or Materials, are notsufficientlydetailedor explainedon thedrawings orin thespecifications, the Suke±actor shall apply tothe Contractor for such other and furtherdrawings or explanationsas may be necessary and shallconform to thesame without extra compensation as partofthisSubcontract. AR11CLE 2 IAUTLIAL RIGHTS AND RESPONSIBILITES The Contractor and Subcontractor shallbe mutually bound by theterms of thisAgreement , as amended by Owner and Contractor, and,the Prime Contract to theextent itapplies tothe Work ofthe Subcontractor, the Contractor shallassume toward the Subcûñtiâ©tar allobligationsand that responsibilities the Owner, under such documents, assumes toward the Contractor,and the Suke±actor shallassume toward the Contractor all obligationsand responsibilit!æwhich the Contractor,under such documents, assumes toward the Owner and the Architect.The Contractor shallhave thebenefit ofallrights,remedies and redressagainstthe Subcontractor thatthe Owner, under such documents, has againstthe Contractor,and the Subcontractor shallhave thebenefit ofallrights,remedies and redress against the Contractor that the Contractor, under such documents, has againstthe Owner, insofaras app!iæNe to this Subcontract.Where any provisions of such documents areinconsistentwith a provisionof this Agreement, the Contractorshall have the optionto determine which provisionshallgovern thisAgreement. The terms and provisionsof thisAgreement regardingthe work tobe performed by the Subcan*actor shallbe in addition to and not in substitutionfor any of the terms and provisions of the Prime Contract and theother Subcontract Documents, unlessotherwise determined by theContractor. § 2.2 The Contractor may requirethe Subcontractor to enterintoagreements with Sub-subcontractors performing portions ofthe work of thisSubcontract by which the Sub-subcontractor is boundto the Subcontractorto the same extentthe Subcontractor is boundtothe Contractor,and by which the Sub-subcontractorassumes allofthe obligations that and responsibilities the Subcontractorassumes under thisAgreement ARTICLE 3 CONTRAC10R § 3.1 SERVICES PROVIDED BY THE CONTRACTOR § 3.1.1The Contractorshallcooperate with the Subcontractor inscheduling and performing the Contractor'sWork to avoid conflictsor interferenceinthe Subcontractor's Work and shallexpedite writtenresponses to submittals made by the Subcontractor in accordance with Section 4.1 and Article 5. Promptly afterexecution of this Agreement, the Contractor shallprovide the Subcontractor copies of the Contractor'sconstruction schedule and schedule ofsuki*als, together withsuch additionalscheduling detailsas willenablethe SukêñMcter toplan and AIA Docurnent A401™ - 2007.CopyrightO 1915, 1925, 1937, 1951, 1958, 1961, 1963,1988,1967,1972,1978, 1987, 1997 and 2007 by The Amencan Init. Instituteof Architects.An rights reserved. G:Ye . ern p.+_ 4 UA c .r:gh L , . . ... . . This documentwas producedby AIA soRwareat 08:29:02on 12/16/2015under Order No.2228102907_1which exp res on 02f09/2016,and is notfor resale. 1833525829) You created thisPDF from an application that isnot licensedto printtonovePDF printer(http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019 perform the Subcontractor'sWork properly.The Contractor shallpromptly notifythe Subcontractor of subsequent changes in theconstructionand submittalschedules and additionalschedulingdetails. § 11.2 The Contractor shall provide suitableareas for storage of the Subcontractor's materialsand equipment during thecourse of theWork. Additionalcosts tothe Subcontractor from resulting relocationofsuch storage areas at thedirectionofthe Contractor,exceptas previouslyagreed upon, shallbe reimbursed by theContractor. § 3.1.3Except as providedin Article14, theContractor's equipment willbe availableto theSubconuador only at the Contractor'sdiscretionand on mutuallysatisfactoryterms. § 3.2 COMMtIINCATIONS § 3.11 The Contractor shallpiciaptly make availableto the Subcontractor information,including information received from the Owner, thataffectsthisSubcontract and thatbecomes -nAle to the Contractorsubsequent to execution ofthisSubcontract. § 3.12 The Contractor shall not giveinstructions or orders directlyto the Subcontractor'semp!eyms or to the Subccñtiâctor's Sub-subceneders or material suppliers unless such persons are designated as authorized representativesofthe Subcontractor. § 3.2.3The Contractor shallpermit theSubcontractor to request directlyfrom the Architectinformation regarding the percentagesof completion and theamount certified on account ofWork done by the Subcontractor. § 3.2.4Ifhazardous substancesof a typeof which an employer is required by law to notifyitsemployees arebeing used on the by the site Contractor,a shons.der or anyone directlyorindirectlyemployed by them (otherthanthe Subcontractor),the Contractor prior shall, to harmful exposure of theSubcontractor's employees to such substance, give writtennotice ofthe chemical composition thereof tothe Subcontractor insufficientdetailand time topermit the Subconhder's compliance with such laws. Notwithstâüding any ofthe foregoing Contractoris notobligatedto furnish,and undertakes no duty or responsibilityto fumish any information concerning the use of hazardous substances used by the Contractor.Failure toprovide any informationto the Subeenade concerning theuse of hazardous substances used by theContractordoes not impose any upon liability the Contractor. § 3.2.5The Contractorshallfumish to the Subcontractorwithin 30 days afterreceiptof a writtenrequest,orearlier ifso requiredby law, informationnecessary and relevantfor theSubcontractor toevaluate,give noticeof orenforce mechanic's lienrights.Such information shallinclude a correct::tatem=t ofthe record legaltitle to the property, usuallyreferred to as the site,on which theProjectis locatedand theOwner's interest therein. § 3.2.6Ifthe Contractor assertsordefends a claim againsttheOwner that relates to theWork of the Subcontractor, the Subcontractorshallpromptly make availableto theConhder allinformationrelatingto theportionofthe claim thatrelatestothe Work of theSubcontractor. § 3.3 CLAAAS 8Y THE CONTRACTOR § 3.3.1The Subcontractorshallbe responsiblefor liqui&tal damages forthose delayscaused or cañüibuted by the Subccatractor or any person or entityforwhose actsthe Subccñtractcr may be and liable, assessed by the Owner againstthe Contractor. Additionally,the Subcontractorshall be responsiblefor actualdamages to theContractor caused or contributedto bythe Sukends orany person or entityforwhom theSubcontractor In is responsible. the event liquidated damages and/or actual damages are caused by the Sukehdor and another entity,the Contractor shallhave a righttoreasonably apportion said damages between theparties,and such apportionment shallbe binding on theSubcontractor. § 13.2 The Contractor's and/or Owner's claims for the costs of services or materials provided due to the Subcontractor'sfailureto executethe Work require shall days' .1 seven writtennotice priortothe Contractor's and/orOwner's providing servicesor materials, except in an emergency;and .2 writtene-.pMas to theSubcontractorof servicesand materialsprovided by the Contractorand/or Owner's and charges for such services and materialsno laterthan thefifteenthday ofthe month following theContractor'sand/or Owner's providing such servicesor materials. AIA Document A40t™ - 2007.CopyrightO 1915,1925, 1937,19s1, 1958, 1961, 1963, 1968,1987,1972,1978,1987, 1997and 2007 by The Arnerican Instituteof Architects.AII rights reserved. 's M W: . d. Dom n att oftat..Prdi cepyr u N: h A. i -o, Umt a of .LinJ .: m m c. t c of w fr.ts wr.A irmy . c . sad owrëdt. :©ms n ,x :mm.±a . : :sa . t ,m This documentwas produced by AIA soRwareat 08:29:02on 12/16/2015underOrder No.2228102907.1which expireson 02/09/2016 and is notfor resale. 1833525829) You created thisPDF from an application that isnot csñsad to printtonovaPDF printer(http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019 § 3.4 CONTRACTOR'S REMEDIES Ifthe Subcontractor defaultsor neglectstocarry outthe Work inaccordance with thisAgreement , applicablelaws, ordinances, statutes, buildingcodes, rulesand and regulations, failswithin fiveworking days afterreceiptof written notice from the Contractor to commence and continue correctionof such default or neglectwith diligenceand promptness, the Contractor may, by appropriate Medic=nen, and without prejudice to any otherremedy the Contractormay have, make good such deficienciesand Owner may deduct thereasonable cost thereof from the payments then or thereafter due the Subcüütiâctõr. Contractor may pursue allremedies under the law and inequity including,butnot limited to,terminationof the Subcontract,recovery of payments alreadymade by CGñtractôr in accordance herein,deduction of damages from any ontgending payments due toSubcontractor,cancellationof the Subcontract or obligation,"cover", specific performance, replevin,expectation, incidentaland consequential damages. ARTICLE 4 SUBCONTRACTOR § 4.1 EXECUTION AND PROGRESS OF THE WORK § 4.1.1For allWork the Subcontractor intendstosubcontract,the SubcGatrâctcr shallenterintowritten agreements with Sub-subcontractors performing portions ofthe Work of thisSubcontract by which theSubcontractor and the Sub-subcontractor are mutually bound, to the extent of the Work to be performed by the Sub-snkenhctor, amuning toward each otherallobligationsand respansibilities thatthe Contractor and Subcontractorassume toward each other and having thebenefit ofallrights,remedies and redress each againstthe otherthatthe Contractor and Subcontractor have by virtueof theprovisions Agreement. of this § 4.1.2 The Subcontractor shall supervise and direct the Subcont-eder's Work, and shall cooperate with the Contractor in schedulingand performing the Subcontractor'sWork to avoid conflict, delay in orinterferencewith the Work ofthe Contractor,othersubcenhders, the Owner, or separatecontractors. Radios or playingof music is not permittedat anytime. Wearing ofheadphones is also not permitted. § 4.1.2.1 The Contractor shallhave the righttomodify the constructionschedule, tosuspend, delay oraccelerate, in whole or in part,the commencement, or executionof the Sekenhdor's Work, or vary the sequence thereof, without compensation to the Subcontractor. In the event any delay, suspension, hindrance, re-sequencing, interference, acceleration,or otherdisruption,caused inany way by theact oremissim ofthe Contractoror by any other contractoror Subcontractor on the or Project, by any cause beyond the Subcontractor'scontrol,extends the overalltime of performance, or increasesthe Subcontractor'scosts,the Subcontractor'ssole and exclusiveremedy shallbe an extension ofthe completion date asdetermined by the Contractor, Subcontractorhereby agrees that Subcontractor shall not make a claim for,shall not seek remuneration for, and hereby waives, releases,and relinquishesany rightor entitlementto costs or damages thatmay be suffered orincurredas a result of among other things,delays,suspensions, hindrances,re-sequencing,interferences, or other acceleration, disruptioncaused inany way by theact or omission ofthe Contractor orby any othercontractoror subcontractor on theProject,or by any cause beyond theSubcontractor's controlor any otherdisruption causeby action or omission, whether foreseeable or notforeseeable,inwhole orin of part, thecommencement orexecution of theSubcontractor'sWork. § 4.1.2.2 Subcontractor shallattendprogressmeetings to discussmatters pertainingtoperformance ofthe Work, as frequentlyas required by the Contractor,but inno eventmore than one time per week and atmutually agreeable times and places. ' 5 4.1.3·The Subcontractor-shallpromptly submit Shop Drawings, Product Data, Samp_les and-similar-c -'"is required by theSubcontract as to-cause Documen-ts_with-r=.=eiieHe-jirãñptness-mrd-iii-ëucTsequei-ce no delay in the --Werk-orirrthelictivitiesoTtheContractoror othersubcontractors. § 4.1.4The Subcontractorshall furnishtothe Cantracterperiodic progressreports on theWork of thisSubcontract as mutually agreed, includinginformation on the statusof materials and equipset that may be in thecourse of preparation,manufacture, or transit. § 4.1.5 TheSubcanhder agrees thattheContractor,Architect and Owner each have theauthcrityto reject Work of the Subcontractor thatdoes not conform to the Prime Contract. The Architect's decisionson mattersrelatingto aestheticeffectshallbe finaland binding on the Subcontractor ifconsistentwith the intentexpressed inthe Prime Contract. AIA =;:=;at A401™ - 2007. CopyrightO 1915,1925, 1937,1951,1958, 1961, 1983,1966, 1967,1972, 1978,1987, 1997 and 2007 by The American Inlt" Instituteof Architects.AII rights reserved. MNC: i:a Al h Lwumut b yot.t:tect fo/ USccSyript4. ancon& /"P t ½ I.%n w · c6 : th. . This docurnentwas producedby AIA sommareat 06·29:02on 12/162015under OrderNo.2228102907.1which expireson 02/09/2016,and is not for resale. 1833525829) You created thisPDF from an application that isnot licensed to printtonovaPDF printer(http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019 § 4.1.8The Subcontractorshallprovide and pay forallrnater·ia%equipmet and laborused in connection withthe performance of this Subcontract and necessary for the proper comp!cti= of the Work, whether temporary or permanent and whether or not ineciparâ‡cd inthe Work, through the period covered by previous paym=ts received from the Contractor,and shall furnishsatisfactoryevidence,when requested by the Contractor,to verify compliancewith the above requirements. Ifpayment formaterialstored off-site is ra;ned and made, title to such material shallpass to theContractorand through to theOwner as may be agreed between the Contractorand Owner, but theSubcontractor shallbearthe riskof lossand remain fullyliableforallsuch materialsstored off-site and shall be responsibleforproviding insurance forsuch storedmaterial. § 4.1.7The Subcontractor bearsthe riskof lossof and shalltake allnecessary preantinm to protectitsWork and the Work ofthe Contractor,other contractorsand Sub-subccatrâctors from damage caused by operationsunder this I Subcontract. § 4.1.8 The Subcontractor shallcooperate with the Contractor, other subccñtracters,the Owner, and separate contractorswhose work might interferewith theSubcontractor's Work. The Sub.me shallparticipateinthe preparation ofcoordinated drawings inareas of congestion,ifrequired by the Prime Contract, noting specifically and advisingthe Contractor ofpotentialconflictsbetween the Work ofthe Suhntractor and thatof the Contractor, other the subcontractors, Owner, or separatecontractors. § 4.1.9 SubcGñtractor's services shallbe performed and emphed in accordance with the Project schedüIe. Subcontractor shallnotberesponsible for delaysbeyond its reasonable control. § 4.1.10 If at any time before finalpayment there shallbe any lien,claim or notice filedagainstthe Project, Subcontractor or presentedto theContractor by any Claimant or Lienor ofthe Subcontractor,Contractor shallhave the rightto retainout any payments thendue, or which may thereafterbecome due, to Subcontractor,an amount necessary tocompletely inde=nify theContractor from any loss from such lien,claim ornotice,3-1"h: thecost of bonding themechanic's and lien, any attorney's fee incurredas a resultofthe presentment,filing,orserviceof a mechanic's lienor claim. Subcontractormay bond the lienor Contractormay bond the lienand charge any and all costsfor same (includingreasonable attorney'sfees ifany) toSubcontractor's account. The rightsherein shallbe absolute and shallnot be dependent upon the eventual validityof such lien,claim or noticeand theamounts so retainedhereunder shallnotbe releasedto the SuhnMor untilthe invalidityof such lien,claim ornotice has been iinallyadjudicated,or the said lien,claim or notice has been properly paid and satisfiedand dœme evidencing same has been presentedto theContractor. § 4.1.10.1 at If, any time afterfinalpaymcñt, any of theaforesaid demands claims,liensor thelike,have filedor given,then Subcontractor shallpay tothe Contractor thesums necessary to make Contractorwhole because of loss, cost and expense to which Subcontractor has put Contractor, Subccatractor furtheragrees that if any lawsuit, or arbitration, proceeding is commaced toforeclose,establishorotherwise adjustsaid lien,claimor notice,it shall indemnify, defend and hold harmless Owner, Building and/or Tenants Corporation, Centracter and any other additionalinsureds identified in the Prime Contract the (collectively, "Indemnitaes") from and against any and all costs and expense incurred as a resultof said lawsuit,arbitration,or proceeding. Contractor's rightsunder this Section shallbe in addition to allotherlegalremedies and rights that itmay have, and, itsoption,a breach by Subcontractor of thecovenants contained in thisSection shallbe deemed a subs®tial breach by Subcontractor of the Subcontract. § 4.1.11 The Subcontractor shallenforcestrictdiscipline and good order among theSuhnwer's employees and other personscarrying outthe Work. The Subcontractorshallnot permit employment of unfitpersons or persons not in tasks skilled assignedto them, § 4.2 PERINTS, FEES, NOTICES, AND CGINPLIANCE WITH LAWS § 4.11 The Subcontractor shallgive noticesand comply with applicablelaws,statutes,ordinances,codes, rulesand regulations,and lawful ordersof public authoritiesbearingon performance of the Work of thisSubccatract.The Gulmouhuotus olmilowomo and puf foi puni¡w, fow, lious.,wand inapootion., L, ,,--aud ae,uso;w u-, fus -preper execution-ande=pWien of the-Subcontractor'sWork, the furnishing-of-whichis-required-ef-the-Gentraeter by thePrime Contract. AIA Document A401™- 2007.CopyrightO 1915, 1925, 1937,1951,1968,1961,1963, 1966, 19s7, 1972, 1978,1987, 1997 and 2007 by TheAmerican Init. :N.C: 1. Insmuteof Architects.AII rights remarved.W. . : e. n + S. :t U.L Gr r .e ..a . This documentwas producedby AIA softwareat 06:29:02on 12/16/2015underOrder No.2228102907,_1 wh ch expireson -- 02/09/2016,and is notfor resale. 1833S25829) You created thisPDF from an spplicatión that is notlicerisedto printtonovaPDF printer(http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 08/07/2019 12:02 PM INDEX NO. 154863/2018 NYSCEF DOC. NO. 39 RECEIVED NYSCEF: 08/07/2019 § 4.2.2The Subcontractor shallcomply withFederal,stateand localtax laws,socialsecurity acts,üñcmployment workers' Subcontract. compensation acts and compensation actsinsofaras eppliable to the performanceofthis § 413 Subcontractor's Work shall be incoiñpliañce with all codes,rules and regulationsof any governmental body having jurisdiction over the Project. § 414 Subcontractor shallsupervise and directthe Work, using the Subcontractor's best skilland =++mtion. Subcontractor be solelyrespest's forand have control over constructionmeans, methods, tech=iques,sequences and proceduresof itswork force. Contractor shallnot have any responsibilityfor any of the responsibilities includedin this Section. § 4.2.5 Lead Paint.To theextent Subcontractor is preedkg demolition,refinishingor any work at allon existing paint,the Subcontractor representsthat:(a) itisfullytrained and that it possesses,and will mn6nne topossess during thecourse of thisProject,acurrent USEPA leadsafe and/or certification other authorizedState orlocal lead safe and certification accreditation programs; (b)ithas two at least (2) yearsof previous experience with lead-base paintabatement projects;and (c)itwillbe fullyresponsible forcompliance with and the means and methods forall lead-basedpaintinspections,riskassessments and abatement activities forthisProject. § 4.3 SAFETY PRECAUTIONS AND PROCEDURES § 4.3.1The Contractorwillnot provide safetyaquipmant. The Subcontractor isresponsible foritsown safetyand safetyequipment and shalltakeallreasonable safetyprecautionswith respectto its performanceof thisSuk~±±, and shallperform itswork in accordancewith applicable laws,statutes, ordinances,codes, rulesand regulati0ñs,and lawful orders ofpublic authoritiesforthesafety ofpersons and property inaccordance with the requirements ofthe Prime Contract.The Subcontractorshallreport tothe Contractorwithin 24 hours an injuryto an employee or agent ofthe Subcontractor which occurred at thesite. § 4.3.2 Hazardous substances shallnot be used atthe site without priorwritten approval of the Contractor. If hazardous substances of a typeof which an employer is requiredby law tonotify itsemployees are being used on the siteby theSubccñtractor, theSubcontractor's Sub-subcontractors oranyone directlyorindirectlyemployed by them, the Subcontractorshall,priortoharmful exposure of any employees on the site to such substance,give written notice of thechemical campasition thereofto theContractor insufficientdetailand time topermit compliance with such laws by theContractor, othersubcontractorsand otheremployers on the site. § 4.3.3 The Subcontractor shallnot use asbestosor polychlorinated biphenyl or materials ~mehhe those substances in the performance of the work without priorwritten approval from the Owner, Contractor, and Architect. If ressõñable precautionswill be ined-qste to prevent foreseeablebodily injuryor death topersons resultingfrom a hazardous material or substance, including but not limited to asbestos or pclychictiñated biphenyl (PCB), encounwed on the siteby theSubcontractor, theSubcontractor shall,upo