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FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018
NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020
SAIA Document A40f -2007
Standard Fonn of Agreement Between Contractorand Subcontractor
AGREEMENTTwenty-eighth day ofApril in theyear Two Thousand Sixteen
(Inwords, indicateday, month and year.)
ADDITIONS AND DELETIONS:
BETWEEN the GeneralContractor (the"Contractor"):
(Name, legalstatus,address and other information)
The author may also
completion.
SMI Construction Management, Inc-
78th the text of the original
have revised
264 East Street
AIA standardform. An Additions
and
New York, New York 10075
DeletionsReport that notes added
information
as well as revisions
to
and the Subcontractor: form text is available
the standard
(Name, legalstatus,address and other information) from the author and should
be
reviewed.A vertical
line in the left
InteriorRock Inc. marginof this document
indicates
838 McLean Avenue where the author has added
Yonkers, NY 10704 necessary|±=t!en and where
the author has added to or deleted
Telephone Number: 718-505-1706 from the original AIA text.
Fax Number: 718-328-4626
This documenthas important
legal
consequences.Censu!tation
with an
The Contractor has made a contractforconstruction the
(hereinafter, Prime Contract) is encouraged
attorney with respect
I dated: April 28, 2016 or modification.
to its completion
with Owner: AIA Document A201™-2007,
the
and other GeneralCond!!!eneof the Contract
(Name, legalstatus,address information)
for Cunah ucticri,
is adopted
in this
document byreference.
Felix and Heather Baker
27 Christopher Street This documenthas been approved
New York, NY 10014 and endorsedby the Associated
Inc.
Contractors,
Specialty
forthe following Project:
(Name, locationand detailed description)
27 Chrisstopher Street
27 Christopher Street
New York, NY 10014
The Prime Contract provides for the furnishing of labor, materials, ~='p=c=t and
services in connectionwith the construction ofthe Project.A copy of thePrime Contract,
consisting of theAgreement Between Owner and Contractor (from which cerspcsation
anicünts may be deleted) and theother Contract Decüiñents enmacated therein,has been
made availabletothe Subcontractor.
The Architect forthe Project:
(Name, legalstatus,address and other information)
HS Jessup Architecture
AIADocument A401™ - 2007. CopyrightO 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997 and 2007 by The American
Init- AIA® Document is Treaties. Un::"-:.
Instituteof Architects.All rights reserved. WARNING: This protected by U.S. Copyright Law and !nt=:":=!
AIA®
:f::":: or dictMbuti:=
of this Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to
the 2s:?r:2extent possible under the law. This documentwas produced by AIA software at 10:22:47on 04/28/2016 under Order No.7087917978_1which
expires on 02/09/2017, and is not for resale.
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FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018
NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020
11 Broadway
Suite 660
New York, NY 10004
Telephone Number: 212-514-8545
The Contractor and the Subcontractor agree as follows.
TABLE OF ARTICLES
1 THE SUBCONTRACT DOCUMENTS
2 MUTUAL RIGHTS AND RESPONSIBILITIES
3 CONTRACTOR
4 SUBCONTRACTOR
5 CHANGES IN THE WORK
6 MEDIATION AND BINDING DISPUTE RESOLUTION
7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT
8 THE WORK OF TIES SUBCONTRACT
9 DATE OF COIMIENCEMENT AND SUBSTANTIAL COMPLETION
10 SUBCONTRACT SUM
11 PROGRESS PAYMENTS
12 FINAL PAYMENT
13 INSURANCE AND BONDS
14 TEMPORARY FACILITIES AND WORKING CONDITIONS
15 MISCELLANEOUS PROVISIONS
16 ENUMERATION OF SUBCONTRACT DOCUMENTS
ARTICLE 1 THE SUBCONTRACT DOCUMENTS
§ 1.1 The Subcontract 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)
Modifications issued subsequent to the execution of the Agreement between the Owner and Contractor,whether
before or aftertheexecution of thisAgreeméñt; (4) otherdocuments in
listed Article16 of thisAgreement; and (5)
Modifications to thisSubcontract issued afterexecution of thisAgreement. These form the Subcontract,and areas
fullya part of theSubcontract as ifattachedto thisAgreement or repeatedherein. The Subcontract representsthe
entire and integrated agreement between the parties hereto and supersedes priornegotiations, representationsor
agreements, either writtenor oral.An enumeration of the Subcontract Documents, other thanModifications issued
subsequent to theexecution of thisAgreemcat, appears inArticle 16.
§ 1.2 Except to the extentof a conflictwith a specificterm or condition contained in the SubcontractDocuments,
I the General Conditions governing thisSubcontract are set forth
in thePrime Agreement.
AfA Document A401™ - 2007. Copyright0 1915, 1925, 1937, 1951, 1958, 1961, 1963. 1966, 1987, 1972, 1978, 1987. 1997 and 2007 by The American
Init" AIA*
Instituteof Architects. All rights reserved. WA8m!MG: This
Document is protected by U.S. Copyright Law and international Treaties. Unauthorized
:ç=fucEen or d!:tdhew,of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to
the maximum extent possible under the law. This documentwas produced by AIA software at 10:22:47on 04/28/2016under Order No.7087917978_1which
expires on 02/09/2017, and is not for resale.
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§ 1.3 The Subcontract may be amended ormodified only by a Modification. The Subcontract Documents shallnot
be construed to create a contractualrelationshipof any kind (1) between the Architectand the Subcontractor,(2)
between the Owner and the Subcontractor, or (3)between any persons or entitiesother than the Contractor and
Subcontractor.
§ 1.4 The Contractor shallmake availablethe Subcontract Dacuments to theSubcontractor priorto execution of this
Agreement, and thereafter,upon request,but theContractor may charge the Subcontractor forthe reasonable costof
reproduction.
§1.5 The Subcontractor representsand agrees thatit hascarefullyexamined and understands thisSubcontract and the
other Subcontract Documents, thatit hasinvestigatedthenature, and
locality site
ofthe Work and theconditions and
under
difficultics which theWork be performed,
is to and thatitenters intothisSubcontract on the basisof itsown
examination, investigation,and evaluation of allsuch matters and not upon any opinions or representationsof the
Contractor,the Owner or ofany of theirrespectiveofficers,agents,members, or employees.
§1.6All of theWork shallbe performed in accordance with allthecontact drawings and speciEcations and any
addenda and modifications thereto,theBuilding Alteration Agreement, and what is requiredon one shallbe required
on all as ifspecificallysetforth therein,according to the true intent
and meaning ofthe Subcontract Documents,
including, among other things,alllabor, materials,and engineering incidentthereto,or as are usuallyperformed,
furnished, or necessary, in connection with such work, and regardlessof whether the labor or materials hereby
subcontracted are referredto under one or more headings in the it
specifications, being the intentionof the parties
thatallwork usually necessary,required or performed by the trade(s) covered by thisagreement and required by the
Prime Contract shallbe performed by the Subcontractor.
§1.6.1Should itappear thatthe Work herby intended tobe done or the materialtobe furnished, orany of thematters
relatingto saidWork or Materials,are not detailed
sufficiently orexplained on the drawings or inthe specifications,
the Subcontractor shall apply to the Contractor for such other and furtherdrawings or explanations as may be
necessary and shallconform to thesame without extracompensation as partofthis Subcontract.
ARTICLE 2 MUTUAL RIGHTS AND RESPONSIBILITIES
The Contractor and Subcontractor shallbe mutually bound by the terms ofthis Agreement , as amended by Owner
and Contractor, and, the Prime Contract to the extentitapplies to the Work of theSubcontractor, the Contractor
shallassume toward the Subcontractor allobligations and that
responsibilities the Owner, under such documents,
assumes toward the Contractor, and the Subcontmeter shall assume toward the Contractor all obligations and
responsibilitieswhich the Contractor, under such documents, assumes toward the Owner and the Architect.The
Contractor shallhave the benefitof allrights,remedies and redress againstthe Subcontractor thatthe Owner, under
such documents, has againstthe Contractor,and theSubcontractor shall have thebenefit ofallrights,remedies and
redress against the Contractor that the Contractor, under such documents, has against the Owner, insofar as
applicable to thisSubcontract. Where any provisions of such documents areinconsistent with a provision ofthis
Agreement, the Contractor shallhave the optionto determine which provision shall govern thisAgreement. The
terms and provisions ofthis Agreement regarding the work to be performed by the Subcontractor shallbe inaddition
to and not insubstitutionfor any ofthe terms and provisions of the Prime Contract and the other Subcontract
Documents, unless otherwise determined by theContractor.
§ 2.2 The Contractor may require the Subcontractor to enter intoagreements with Sub-subcontractors performing
portions ofthe work ofthis Subcontract by which the Sub-subcontractor is bound to the Subcontractor tothe same
extentthe Subcontractor is bound tothe Contractor,and by which theSub-subcontractor assumes allofthe
obligationsand that
responsibilities theSubcontractor assumes under thisAgreement.
ARTICLE 3 CONTRACTOR
§ 3.1 SERVICES PROVIDED BY THE CONTRACTOR
§ 3.1.1The Contractor shallcooperate with the Subcontractor in scheduling and performing the Contractor'sWork
to avoid conflictsor interference inthe Subcontractor's Work and shall expedite writtenresponses to submittals
made by the Subcontractor in accordance with Section 4.1 and Article 5. Promptly after execution of this
Agreement, the Contractor shall provide the Subcontractor copies of the Contractor's construction schedule and
AIA Document A401™ - 2007. CopyrightO 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967. 1972, 1978, 1987, 1997and 2007 by The American
Init- AIA' Treaties. Unaü‡hü‰d
Document is protected by U.S. Copyright Law and !ntc=t:üñal
Instituteof Architects. All rights reserved. WARN!NG: This 3
AIA® or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to
reproduction or d!et±udon
of this Nee-ee,
the me!mum extent possible under the law. This documentwas produced by AIA sonware at 10:22:47on 04/28/2016under Order No.7087917978_1which
expires on 02/09/2017, and is notfor resale.
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FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018
NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020
schedule ofsubmittals,together with such additionalsch di-g detailsas willenable the Subcontractor toplan and
perform the Subcontractor's Work properly. The Contractor shallpromptly notifythe Subcontractor of subsequent
changes inthe constructionand submittalschedules and additionalscheduliñg details.
§ 3.1.2 The Contractor shall provide suitableareas for storage of the Subcontractor's materials and equipment
during the courseof the Work. Additional coststothe Subcontractor resultingfrom relocationof such storageareas
at thedirectionof theContractor, exceptas previously agreed upon, shallbe reimbursed by the Contractor.
§ 11.3 Except as provided inArticle 14,the Contractor's equipment willbe availâble to theSubcontractor only at
the Contractor'sdiscretionand on mutually satisfactoryterms.
§ 3.2 COAMUNICATIONS
§ 3.2.1 The Contractor shall promptly make available to the Subcontractor information, including information
received from the Owner, that affectsthisSubcontract and that becomes ávâilableto the Coñtracter subsequent to
execution ofthis Subcontract.
§ 3.12 The Contractor shallnot give instructions or orders directlyto the Subcontractor's employees or to the
Subcontractor's Sub-subcontractors or material suppliers unless such persons are designated as authorized
representativesofthe Subcontractor.
§ 3.2.3 The Contractor shallpermit the Subcontractor to request directlyfrom theArchitect information regarding
the percentages ofcompletion and theamount certified
on account ofWork done by the Subcontractor.
§ 12.4 If hazardous substrees of a typeof which an employer is requiredby law to notifyitsemployees are being
used on the siteby theCenheter, a subcontractoror anyone directlyor indirectlyemployed by them (otherthan the
Subcontractor), theContractor shall,priorto harmful exposure ofthe Subcontractor's employees to such substance,
give writtennotice of thechemical composition thereof to theSubcontractor in sufficient
detailand time to permit
the Subcontractor's compliance with such laws.Notwithstanding any ofthe foregoing Contractor is notobligatedto
furnish, and undertakes no duty or responsibilityto furnish any information concerning the use of hazardous
substances used by theContractor. Failure toprovide any information to the Subcontractor concerning the use of
hazardous substances used by the Contractor doesnot impose any upon
liability the Contractor.
§ 3.2.5The Contractor shallfurnishto the Subcontractor within 30 days afterreceiptof a writtenrequest,or earlier
ifso required by law,inferiñatiGñnecessary and relevant forthe Subcontractor toevaluate,give notice ofor enforce
mechanic's lienrights.Such information shallinclude a correct statéñiéñtofthe record legaltitleto theproperty,
usually referredtoas the on which
site, the Projectislocated and the Owner's interesttherein.
§ 3.2.6If theContractor assertsor defends a claim againstthe Owner thatrelatesto the Work ofthe Subcontractor,
the Subcontractor shallpromptly make availableto theContractor allinformation relatingto theportion ofthe claim
thatrelatesto theWork of theSubcontractor.
§ 3.3 CI.AARS BY THE CONTRACTOR
§ 3.11 The Subcontractor shallbe responsible forliquidat-1damages forthose delays caused orcontributed the
by
Subcontractor or any person orentity forwhose acts the Subcontractor may be and
liable, assessedby the Owner
against theContractor. Admtionally, the Subcóntractor shallbe responsible for actualdañiages to the Contractor
caused or contributedto by the Subcontractor or any person or entityforwhom the SubcGñtractoris responsible.In
the event liquidateddamages and/or actual damages are caused by the Subcontractor and another entity, the
Contractor shallhave a rightto reasonably apportion said damages between the parties,and such apportionment
shallbe binding on the Subcontractor.
§ 3.12 The Contractor's and/or Owner's claims for the costs of services or materials provided due to the
Subcontractor's failuretoexecute the Work shallrequire
days'
.1 seven written notice priorto the Contractor'sand/or Owner's providing services or materials,
except inan emergency; and
.2 written compilationsto the Subcontractor of servicesand materialsprovided by the Contractor and/or
Owner's and charges for such services and materials no later than the fifteenthday of the month
following the Contractor'sand/or Owner's providing such servicesor materials.
Ã|A na-:-.6 A401™ - 2007. Copyright 01915, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997and 2007 by The American
1925, 1937,
Inlt" AIA® nacement
InstituteOfArchitects,All rights reserved. WARNING: This is protected by U.S. Copyright Law and International Treaties. Unauthorized
or±±±±-- AIA®
reproduction of this Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to
the maximum extent possible under the law. This documentwas produced by AIA softwareat 10:22:47on 04/28/2016under Order No.7087917978_1which
expires on 02/09/2017, and is not for resale.
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FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018
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§ 3.4 CONTRACTOR'S REMEDIES
Ifthe Subcontractor defaultsor neglects tocarry outthe Work in accordance with thisAgicemcat , applicablelaws,
statutes,ordinances,building codes, rulesand regulations,and failswithin fiveworking days afterreceiptofwritten
notice from the Contractor to commence and continue correction of such default or neglect with diligenceand
promptness, the Contractor may, by appropriate Modification, and without prejudice to any other remedy the
Contractor may have, make good such deficienciesand Owner may deduct the reasonable cost thereof from the
payments then or thereafter
due the Subcontractor. Contractor may pursue all remedies under the law and inequity
Mcluding, butnot limited to,termination of theSubcontract, recovery of payments already made by Contractor in
accordance herein,deduction of damages from any outstanding payments due toSubcontractor, cancellationof the
Subcontract or obligation, "cover", specific performance, replevin, expectation, incidental and consequential
damages.
ARTICLE 4 SUBCONTRACTOR
§ 4.1 EXECUTION AlE) PROGRESS OF THE WORK
§ 4.1.1For allWork theSubcontractor intends to subcontract,the Subcontractor shallenter intowrittenagreements
with Sub-subcontractors performing portions of the Work of thisSubcontract by which the Subcontractor and the
Sub-subcontractor are mutually bound, to the extent of the Work to be performed by the Sub-subcontractor,
assumiñg toward each otherall obligationsand responsibilities
thatthe Contractor and Subcontractor assume toward
each other and having the benefitof allrights,remedies and redresseach against the otherthat the Contractorand
Subcontractor have by virtueof theprovisions ofthisAgreement.
§ 4.1.2 The Subcontractor shallsupervise and direct the Subcontractor's Work, and shallcooperate with the
Contractor in schedulhg and performing the Subcontractor's Work toavoid conflict,
delay in or interferencewith
the Work ofthe Contractor,other subcontractors,the Owner, orseparate contractors. Radios or playing ofmusic is
not permitted at anytime. Wearing ofheadphones isalso notpermitted.
§ 4.1.21 The Contractor shallhave the righttomodify the constructionschedule, tosuspend, delay or accelerate,
in whole orin part,the commencement, or execution of the SubeenMer's Work, or vary the sequence thereof,
without compensation to the Subcontractor. In the event any delay, suspension, hindrance, re-sequencing,
interference,acceleration,orother disruption,caused in any way by theact oromission ofthe Contractor orby any
other contractoror Subcontractor on the Project,or by any cause beyond the Subcontractor's control, extendsthe
overalltime of performance, or increasesthe Subcontractor's costs,the Subcontractor's soleand exclusiveremedy
shallbe an extension ofthe completion date as determined by the Contractor. Subcontractor hereby agrees that
Subcontractor shallnot make a claim for, shallnot seek remuneration for, and hereby waives, releases, and
relinquishesany right orentitlement tocostsor damages thatmay be sufferedor incurred as a result
of,among other
things,delays, suspensions,hindrances, re-sequencing, interferences,
acceleration,or other disruptioncaused in any
way by the actor omission of the Contractor or by any other contractoror subcontractor on the Project,orby any
cause beyond the Subcontractor's controlor any other disruptioncause by action or omission, whether foreseeable
or notforeseeable,inwhole or inpart,ofthe commencement or executionof theSubcontractor's Work.
§ 4.1.2.2 Subcontractor shallattend progress meetings todiscuss matters pertainingtoperformance of theWork, as
frequentlyas required by the Contractor, but in no event more than one time per week and at mutually agreeable
times and places.
§ 4.1.3 The Subcontractor shallpromptly submit Shop Drawings, Product Data, Samples and similarsubmittals
required by theSubcontract Documents with reasonablepromptness and in such sequence as tocause no delay in the
Work or in theactivities
ofthe Contractor or othersubcontractors.
§ 4.1.4The Subcontractor shallfurnish tothe Contractor periodic progressreports on the Work ofthis Subcon*act
as mutually agreed, including information on the statusof materialsand equipment thatmay be in the course of
preparation,manufacture, or transit.
§ 4.1.5The Subcontractor agreesthat theCüñtracter, Architectand Owner each have theauthorityto rejectWork of
the Subcontractor that does not conform to the Prime Contract. The Architect's decisions on matters relatingto
aestheticeffectshallbe final and binding on the Subcontractor ifconsistent withthe intent expressed in thePrime
Contract.
AIA Document A401™ - 2007. C
yright O 1915, 1925, 1937, 1951. 1958, 1961, 1963. 1966, 1967. 1972, 1978. 1987. 1997 and 2007 by The American
Init• AIA' Document is protected by U.S. Copyright Law and Intemational Treatles. Unauthorized
Institute of Architects.All rights reserved. WARN!NG: This
5
rgs-'::":r, of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and wlil be prosecuted to
or d!etr!bWen
the rrMr = extent possible under the law. This documentwas produced by AIA softwareat 10:22:47on 04/28/2016under Order No.7087917978_1which
expires on 02/09/2017,and is not for resale.
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NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020
§ 4.1.6The Subcontractor shallprovide and pay forallmaterials, equipment and laborused inconnection with the
performance of this Subcontract and necessary for the proper completion of the Work, whether temporary or
permanent and whether or not incorporated in the Work, through the period covered by previous payments
received from theContractor, and shall furnishsatisfactoryevidence, when requested by the CGñtractór, toverify
compliance with the above requirersents.Ifpayment formaterial stored off-siteis requestedand made, titletosuch
material shallpass tothe Contractor and through tothe Owner as may be agreedbetween the Contractorand Owner,
but theSubcontractor shallbear therisk ofloss and remain fullyliablefor allsuch materialsstoredoff-siteand shall
be responsible forproviding insurance for suchstored material.
§ 4.1.7The Subconkactor bears the riskof loss ofand shalltake allnecessary precautions toprotect itsWork and
the Work of the Contractor,other contractorsand Sub-subcontractors from damage caused by operations under this
I Subcontract.
§ 4.1.8 The Subcontractor shall cooperate with the Contractor, other subcontractors, the Owner, and separate
contractcrs whose work might interferewith the Subcontractor's Work. The Subcontractor shallparticipatein the
preparaticñ of coordinated drawiñgs inareas of congestion, ifrequired by the Prime Contract, specificallynoting
and advising the Centractorof potentialconflictsbetween theWork of the Subcontractor and thatof theContractor,
other subcontractors,theOwner, or separatecontractors.
§ 4.1.9 Subcontractor's services shallbe performed and completed in accordance with the Project schedule.
Subcontractor shallnot be responsiblefor delaysbeyond itsreasonable control.
§ 4.1.10 Ifat any time before finalpayment there shall be any lien,claim or notice filedagainst the Project,
Subcontractor or presented tothe Contractor by any Claimant orLienor ofthe Subcontractor, ConkaMor shallhave
the rightto retainout any payrsents then due, orwhich may thereafterbecome due, to Subcontractor, an amount
necessary to completely indemnify theCmhador from any lossfrom such lien,claim or notice,includingthe cost
of bonding the mechanic's lien,and any attorney'sfeeincurred as a resultofthe presentment, or
filing, serviceof a
mechanic's lienor claim. Subcontractor may bond thelien orContractor may bond the lienand charge any and all
costs forsame (including reasonable attorney'sfees ifany) to Subcontractor's account. The rights herein shallbe
absolute and shall not be acpcnht upon the eventual validityof such lien,claim or notice and the amounts so
retained hereunder shallnot be released tothe Subcontractor until theinvalidityof such lien, claim ornotice has
been finallyadjudicated, or the said lien,claim or notice has been properly paid and satisfied
and documents
evidencing same has been presented to theContractor.
§ 4.1.10.1 If,atany time after finalpayment, any of the aforesaiddemands claims,liensor the like,have filedor
given, then Subcontractor shallpay tothe Contractor the sums necessary to make Contractorwhole because of loss,
cost and expense to which Subcontractor has put Contractor, Subcontractor further agrees that ifany lawsuit,
or
arbitration, proceeding iscommenced toforeclose,establishor otherwise adjust saidlien,claim ornotice,itshall
indemnify, defend and hold harmless Owner, Building and/or Tenants Corporation, Contractor and any other
additional insuredsidentifiedin thePrime Contract (collectively,the "Indemnitees") from and againstany and all
costs and expense incurred as a resultof said lawsuit, arbitration,or proceeding. Contractor's rightsunder this
Section shallbe inaddition to allother legal remedies and rights thatit may have, and, itsoption, abreach by
Subcontractor of the covenants contained in thisSection shallbe deemed a substantial
breach by Subcontractor of
the Subcontract.
§ 4.1.11 The Subcontractor shallenforce discipline
strict and good orderamong the Subcontractor's employees and
other persons carrying outthe Work. The SübcGñtractor shallnot permit employment of unfitpersons or persons
not skilledintasks assignedtothem.
4.1.12. Subcontractor is responsible to always be using and referringto the current drawings. Regardless of
drawings on sitegeneral contractor isusing. A drawing log indicatingcurrent drawings isalways availableon site
forreference.
§ 4.2 PERMITS, FEES, NOTICES, Alm COMPI.IANCE ilNTH LAWS
§ 4.2.1The Subcontractor shallgive noticesand comply with applicable laws, statutes,
ordinances, codes,rulesand
regulations,and lawfulorders of public authoritiesbearing on performance of the Work of thisSubccrhact. The
AIA Document A401™ - 2007.Copyright O 1915, 1925, 1937, 1951. 1958, 1961. 1963. 1966. 1967, 1972, 1978. 1987, 1997and 2007 by The American
Init AIA®
Instituteof Architects.All rights reserved. WARNING: This
Drume-t is protected by U.S. Copyright
Law and intemational
Treaties. Unauthorized
reproduction or fr±:f::of this AIA'
thee=", or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to
the maximum extent possible under the law. This documentwas produced by AIA sonwareat 10:22:47on 04/28/2016under Order No.7087917978_1which
expires on 02/09/2017, and is not for resale.
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NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020
Subcontractor shallsecure and pay for permits,fees,licensesand inspections by government agencies necessary for
proper execution and completion of the Subcontractor'sWork, the furnishing of which is requiredof the Contractor
by the Prime Contract.
§ 4.2.2The Subcontractor shall comply with Federal, stateand localtax laws, social securityacts,unemployment
workers'
compensation actsand compensation actsinsofaras applicableto theperformance ofthis Subcontract.
§ 4.2.3 Subcontractor's Work shallbe incompHance with allcodes, rules and regulations of any gova unsustal
body having jurisdictionover theProject.
§ 4.2.4 Subcontractor shallsupervise and direct the Work, using the Subcontractor's best skill and attention.
Subcontractor be solely responsible for and have controlover construction means, methods, techniques, sequences
and procedures of its work force. Contractor shall not have any responsibilityfor any of the responsibilities
included inthis Section.
§ 4.2.5 Lead Paint To the extent Subcontractor is providing demolition,refinishing orany work at allon existing
paint,the Subcontractor representsthat: (a)it isfullytrained and that it possesses,and willcontinue to possess
I during the course ofthis Project,a currentUSEPA lead safe certification
and/or otherauthorized Stateor locallead
safe certification
and accreditationprograms; (b)ithas at leasttwo (2) years ofprevious experience with lead-base
paint abatcmcñt projects;and (c) itwillbe fullyresponsible forcompliance with and the means and methods for all
lead-based paintinspections,risk assessments and abatement activitiesforthisProject.
§ 4.3 SAFETY PRECAUTIONS AND PROCEDURES
§ 4.3.1The Contractor willnot provide safety equipment. The Subcontractor isresponsible foritsown safety and
safetyequipment and shalltake allreasonable safetyprecautions with respectto itsperformance ofthisSubcontract,
and shallperform itswork in accordance with applicablelaws, statutes,
ordinances, codes, rulesand regulations,and
lawful orders ofpublic authoritiesforthe safetyof persons and property inaccordance with therequirements ofthe
Prime Contract.The Subcontractor shallreportto theContractor within 24 hours an injury to an employee or agent
of theSubcontractor which occurred at thesite.
§ 4.3.2 Hazardous substances shall not be used at the sitewithout prior written approval of the Contractor. If
hazardous substances ofa type of which an employer isrequired by law tonotify itsemployees are being used on
the siteby the Subcontractor, theSubcontractor's Sub-subcontractors or anyone directlyor indirectlyemployed by
them, the Subcontractor prior
shall, toharmful exposure ofany employees on the sitetosuch substance, givewritten
notice ofthe chemical composition thereofto theContractor insufficientdetailand time topermit compliance with
such laws by the Contractor,other subcontractorsand other employers on the site.
§ 4.3.3 The Subcontractor shall not use asbestos or polychlorinated biphenyl or materials containing those
substances
in the performance of the work without prior written approval from the Owner, Contractor, and Architect.If
reasonable precautionswill be inadequate to prevent foreseeable bodily injuryor death topersons resulting from a
hazardous material or substance, including but not limited
Preview
FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018 NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020 SAIA Document A40f -2007 Standard Fonn of Agreement Between Contractorand Subcontractor AGREEMENTTwenty-eighth day ofApril in theyear Two Thousand Sixteen (Inwords, indicateday, month and year.) ADDITIONS AND DELETIONS: BETWEEN the GeneralContractor (the"Contractor"): (Name, legalstatus,address and other information) The author may also completion. SMI Construction Management, Inc- 78th the text of the original have revised 264 East Street AIA standardform. An Additions and New York, New York 10075 DeletionsReport that notes added information as well as revisions to and the Subcontractor: form text is available the standard (Name, legalstatus,address and other information) from the author and should be reviewed.A vertical line in the left InteriorRock Inc. marginof this document indicates 838 McLean Avenue where the author has added Yonkers, NY 10704 necessary|±=t!en and where the author has added to or deleted Telephone Number: 718-505-1706 from the original AIA text. Fax Number: 718-328-4626 This documenthas important legal consequences.Censu!tation with an The Contractor has made a contractforconstruction the (hereinafter, Prime Contract) is encouraged attorney with respect I dated: April 28, 2016 or modification. to its completion with Owner: AIA Document A201™-2007, the and other GeneralCond!!!eneof the Contract (Name, legalstatus,address information) for Cunah ucticri, is adopted in this document byreference. Felix and Heather Baker 27 Christopher Street This documenthas been approved New York, NY 10014 and endorsedby the Associated Inc. Contractors, Specialty forthe following Project: (Name, locationand detailed description) 27 Chrisstopher Street 27 Christopher Street New York, NY 10014 The Prime Contract provides for the furnishing of labor, materials, ~='p=c=t and services in connectionwith the construction ofthe Project.A copy of thePrime Contract, consisting of theAgreement Between Owner and Contractor (from which cerspcsation anicünts may be deleted) and theother Contract Decüiñents enmacated therein,has been made availabletothe Subcontractor. The Architect forthe Project: (Name, legalstatus,address and other information) HS Jessup Architecture AIADocument A401™ - 2007. CopyrightO 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997 and 2007 by The American Init- AIA® Document is Treaties. Un::"-:. Instituteof Architects.All rights reserved. WARNING: This protected by U.S. Copyright Law and !nt=:":=! AIA® :f::":: or dictMbuti:= of this Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the 2s:?r:2extent possible under the law. This documentwas produced by AIA software at 10:22:47on 04/28/2016 under Order No.7087917978_1which expires on 02/09/2017, and is not for resale. (1146039123) Create PDF fileswithout thismessage by purchasing novaPDF printer(http://www.ñcvapdf.com) FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018 NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020 11 Broadway Suite 660 New York, NY 10004 Telephone Number: 212-514-8545 The Contractor and the Subcontractor agree as follows. TABLE OF ARTICLES 1 THE SUBCONTRACT DOCUMENTS 2 MUTUAL RIGHTS AND RESPONSIBILITIES 3 CONTRACTOR 4 SUBCONTRACTOR 5 CHANGES IN THE WORK 6 MEDIATION AND BINDING DISPUTE RESOLUTION 7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT 8 THE WORK OF TIES SUBCONTRACT 9 DATE OF COIMIENCEMENT AND SUBSTANTIAL COMPLETION 10 SUBCONTRACT SUM 11 PROGRESS PAYMENTS 12 FINAL PAYMENT 13 INSURANCE AND BONDS 14 TEMPORARY FACILITIES AND WORKING CONDITIONS 15 MISCELLANEOUS PROVISIONS 16 ENUMERATION OF SUBCONTRACT DOCUMENTS ARTICLE 1 THE SUBCONTRACT DOCUMENTS § 1.1 The Subcontract 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) Modifications issued subsequent to the execution of the Agreement between the Owner and Contractor,whether before or aftertheexecution of thisAgreeméñt; (4) otherdocuments in listed Article16 of thisAgreement; and (5) Modifications to thisSubcontract issued afterexecution of thisAgreement. These form the Subcontract,and areas fullya part of theSubcontract as ifattachedto thisAgreement or repeatedherein. The Subcontract representsthe entire and integrated agreement between the parties hereto and supersedes priornegotiations, representationsor agreements, either writtenor oral.An enumeration of the Subcontract Documents, other thanModifications issued subsequent to theexecution of thisAgreemcat, appears inArticle 16. § 1.2 Except to the extentof a conflictwith a specificterm or condition contained in the SubcontractDocuments, I the General Conditions governing thisSubcontract are set forth in thePrime Agreement. AfA Document A401™ - 2007. Copyright0 1915, 1925, 1937, 1951, 1958, 1961, 1963. 1966, 1987, 1972, 1978, 1987. 1997 and 2007 by The American Init" AIA* Instituteof Architects. All rights reserved. WA8m!MG: This Document is protected by U.S. Copyright Law and international Treaties. Unauthorized :ç=fucEen or d!:tdhew,of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA software at 10:22:47on 04/28/2016under Order No.7087917978_1which expires on 02/09/2017, and is not for resale. (1146039123) Create PDF fileswithout thismessage by purchasing novaPDF printer(http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018 NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020 § 1.3 The Subcontract may be amended ormodified only by a Modification. The Subcontract Documents shallnot be construed to create a contractualrelationshipof any kind (1) between the Architectand the Subcontractor,(2) between the Owner and the Subcontractor, or (3)between any persons or entitiesother than the Contractor and Subcontractor. § 1.4 The Contractor shallmake availablethe Subcontract Dacuments to theSubcontractor priorto execution of this Agreement, and thereafter,upon request,but theContractor may charge the Subcontractor forthe reasonable costof reproduction. §1.5 The Subcontractor representsand agrees thatit hascarefullyexamined and understands thisSubcontract and the other Subcontract Documents, thatit hasinvestigatedthenature, and locality site ofthe Work and theconditions and under difficultics which theWork be performed, is to and thatitenters intothisSubcontract on the basisof itsown examination, investigation,and evaluation of allsuch matters and not upon any opinions or representationsof the Contractor,the Owner or ofany of theirrespectiveofficers,agents,members, or employees. §1.6All of theWork shallbe performed in accordance with allthecontact drawings and speciEcations and any addenda and modifications thereto,theBuilding Alteration Agreement, and what is requiredon one shallbe required on all as ifspecificallysetforth therein,according to the true intent and meaning ofthe Subcontract Documents, including, among other things,alllabor, materials,and engineering incidentthereto,or as are usuallyperformed, furnished, or necessary, in connection with such work, and regardlessof whether the labor or materials hereby subcontracted are referredto under one or more headings in the it specifications, being the intentionof the parties thatallwork usually necessary,required or performed by the trade(s) covered by thisagreement and required by the Prime Contract shallbe performed by the Subcontractor. §1.6.1Should itappear thatthe Work herby intended tobe done or the materialtobe furnished, orany of thematters relatingto saidWork or Materials,are not detailed sufficiently orexplained on the drawings or inthe specifications, the Subcontractor shall apply to the Contractor for such other and furtherdrawings or explanations as may be necessary and shallconform to thesame without extracompensation as partofthis Subcontract. ARTICLE 2 MUTUAL RIGHTS AND RESPONSIBILITIES The Contractor and Subcontractor shallbe mutually bound by the terms ofthis Agreement , as amended by Owner and Contractor, and, the Prime Contract to the extentitapplies to the Work of theSubcontractor, the Contractor shallassume toward the Subcontractor allobligations and that responsibilities the Owner, under such documents, assumes toward the Contractor, and the Subcontmeter shall assume toward the Contractor all obligations and responsibilitieswhich the Contractor, under such documents, assumes toward the Owner and the Architect.The Contractor shallhave the benefitof allrights,remedies and redress againstthe Subcontractor thatthe Owner, under such documents, has againstthe Contractor,and theSubcontractor shall have thebenefit ofallrights,remedies and redress against the Contractor that the Contractor, under such documents, has against the Owner, insofar as applicable to thisSubcontract. Where any provisions of such documents areinconsistent with a provision ofthis Agreement, the Contractor shallhave the optionto determine which provision shall govern thisAgreement. The terms and provisions ofthis Agreement regarding the work to be performed by the Subcontractor shallbe inaddition to and not insubstitutionfor any ofthe terms and provisions of the Prime Contract and the other Subcontract Documents, unless otherwise determined by theContractor. § 2.2 The Contractor may require the Subcontractor to enter intoagreements with Sub-subcontractors performing portions ofthe work ofthis Subcontract by which the Sub-subcontractor is bound to the Subcontractor tothe same extentthe Subcontractor is bound tothe Contractor,and by which theSub-subcontractor assumes allofthe obligationsand that responsibilities theSubcontractor assumes under thisAgreement. ARTICLE 3 CONTRACTOR § 3.1 SERVICES PROVIDED BY THE CONTRACTOR § 3.1.1The Contractor shallcooperate with the Subcontractor in scheduling and performing the Contractor'sWork to avoid conflictsor interference inthe Subcontractor's Work and shall expedite writtenresponses to submittals made by the Subcontractor in accordance with Section 4.1 and Article 5. Promptly after execution of this Agreement, the Contractor shall provide the Subcontractor copies of the Contractor's construction schedule and AIA Document A401™ - 2007. CopyrightO 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967. 1972, 1978, 1987, 1997and 2007 by The American Init- AIA' Treaties. Unaü‡hü‰d Document is protected by U.S. Copyright Law and !ntc=t:üñal Instituteof Architects. All rights reserved. WARN!NG: This 3 AIA® or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to reproduction or d!et±udon of this Nee-ee, the me!mum extent possible under the law. This documentwas produced by AIA sonware at 10:22:47on 04/28/2016under Order No.7087917978_1which expires on 02/09/2017, and is notfor resale. (1146039123) Create PDF fileswithout thismessage by purchasing novaPDF printer(http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018 NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020 schedule ofsubmittals,together with such additionalsch di-g detailsas willenable the Subcontractor toplan and perform the Subcontractor's Work properly. The Contractor shallpromptly notifythe Subcontractor of subsequent changes inthe constructionand submittalschedules and additionalscheduliñg details. § 3.1.2 The Contractor shall provide suitableareas for storage of the Subcontractor's materials and equipment during the courseof the Work. Additional coststothe Subcontractor resultingfrom relocationof such storageareas at thedirectionof theContractor, exceptas previously agreed upon, shallbe reimbursed by the Contractor. § 11.3 Except as provided inArticle 14,the Contractor's equipment willbe availâble to theSubcontractor only at the Contractor'sdiscretionand on mutually satisfactoryterms. § 3.2 COAMUNICATIONS § 3.2.1 The Contractor shall promptly make available to the Subcontractor information, including information received from the Owner, that affectsthisSubcontract and that becomes ávâilableto the Coñtracter subsequent to execution ofthis Subcontract. § 3.12 The Contractor shallnot give instructions or orders directlyto the Subcontractor's employees or to the Subcontractor's Sub-subcontractors or material suppliers unless such persons are designated as authorized representativesofthe Subcontractor. § 3.2.3 The Contractor shallpermit the Subcontractor to request directlyfrom theArchitect information regarding the percentages ofcompletion and theamount certified on account ofWork done by the Subcontractor. § 12.4 If hazardous substrees of a typeof which an employer is requiredby law to notifyitsemployees are being used on the siteby theCenheter, a subcontractoror anyone directlyor indirectlyemployed by them (otherthan the Subcontractor), theContractor shall,priorto harmful exposure ofthe Subcontractor's employees to such substance, give writtennotice of thechemical composition thereof to theSubcontractor in sufficient detailand time to permit the Subcontractor's compliance with such laws.Notwithstanding any ofthe foregoing Contractor is notobligatedto furnish, and undertakes no duty or responsibilityto furnish any information concerning the use of hazardous substances used by theContractor. Failure toprovide any information to the Subcontractor concerning the use of hazardous substances used by the Contractor doesnot impose any upon liability the Contractor. § 3.2.5The Contractor shallfurnishto the Subcontractor within 30 days afterreceiptof a writtenrequest,or earlier ifso required by law,inferiñatiGñnecessary and relevant forthe Subcontractor toevaluate,give notice ofor enforce mechanic's lienrights.Such information shallinclude a correct statéñiéñtofthe record legaltitleto theproperty, usually referredtoas the on which site, the Projectislocated and the Owner's interesttherein. § 3.2.6If theContractor assertsor defends a claim againstthe Owner thatrelatesto the Work ofthe Subcontractor, the Subcontractor shallpromptly make availableto theContractor allinformation relatingto theportion ofthe claim thatrelatesto theWork of theSubcontractor. § 3.3 CI.AARS BY THE CONTRACTOR § 3.11 The Subcontractor shallbe responsible forliquidat-1damages forthose delays caused orcontributed the by Subcontractor or any person orentity forwhose acts the Subcontractor may be and liable, assessedby the Owner against theContractor. Admtionally, the Subcóntractor shallbe responsible for actualdañiages to the Contractor caused or contributedto by the Subcontractor or any person or entityforwhom the SubcGñtractoris responsible.In the event liquidateddamages and/or actual damages are caused by the Subcontractor and another entity, the Contractor shallhave a rightto reasonably apportion said damages between the parties,and such apportionment shallbe binding on the Subcontractor. § 3.12 The Contractor's and/or Owner's claims for the costs of services or materials provided due to the Subcontractor's failuretoexecute the Work shallrequire days' .1 seven written notice priorto the Contractor'sand/or Owner's providing services or materials, except inan emergency; and .2 written compilationsto the Subcontractor of servicesand materialsprovided by the Contractor and/or Owner's and charges for such services and materials no later than the fifteenthday of the month following the Contractor'sand/or Owner's providing such servicesor materials. Ã|A na-:-.6 A401™ - 2007. Copyright 01915, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997and 2007 by The American 1925, 1937, Inlt" AIA® nacement InstituteOfArchitects,All rights reserved. WARNING: This is protected by U.S. Copyright Law and International Treaties. Unauthorized or±±±±-- AIA® reproduction of this Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA softwareat 10:22:47on 04/28/2016under Order No.7087917978_1which expires on 02/09/2017, and is not for resale. (1146039123) Create PDF fileswithout thismessage by puichasiiig novaPDF printer(http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018 NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020 § 3.4 CONTRACTOR'S REMEDIES Ifthe Subcontractor defaultsor neglects tocarry outthe Work in accordance with thisAgicemcat , applicablelaws, statutes,ordinances,building codes, rulesand regulations,and failswithin fiveworking days afterreceiptofwritten notice from the Contractor to commence and continue correction of such default or neglect with diligenceand promptness, the Contractor may, by appropriate Modification, and without prejudice to any other remedy the Contractor may have, make good such deficienciesand Owner may deduct the reasonable cost thereof from the payments then or thereafter due the Subcontractor. Contractor may pursue all remedies under the law and inequity Mcluding, butnot limited to,termination of theSubcontract, recovery of payments already made by Contractor in accordance herein,deduction of damages from any outstanding payments due toSubcontractor, cancellationof the Subcontract or obligation, "cover", specific performance, replevin, expectation, incidental and consequential damages. ARTICLE 4 SUBCONTRACTOR § 4.1 EXECUTION AlE) PROGRESS OF THE WORK § 4.1.1For allWork theSubcontractor intends to subcontract,the Subcontractor shallenter intowrittenagreements with Sub-subcontractors performing portions of the Work of thisSubcontract by which the Subcontractor and the Sub-subcontractor are mutually bound, to the extent of the Work to be performed by the Sub-subcontractor, assumiñg toward each otherall obligationsand responsibilities thatthe Contractor and Subcontractor assume toward each other and having the benefitof allrights,remedies and redresseach against the otherthat the Contractorand Subcontractor have by virtueof theprovisions ofthisAgreement. § 4.1.2 The Subcontractor shallsupervise and direct the Subcontractor's Work, and shallcooperate with the Contractor in schedulhg and performing the Subcontractor's Work toavoid conflict, delay in or interferencewith the Work ofthe Contractor,other subcontractors,the Owner, orseparate contractors. Radios or playing ofmusic is not permitted at anytime. Wearing ofheadphones isalso notpermitted. § 4.1.21 The Contractor shallhave the righttomodify the constructionschedule, tosuspend, delay or accelerate, in whole orin part,the commencement, or execution of the SubeenMer's Work, or vary the sequence thereof, without compensation to the Subcontractor. In the event any delay, suspension, hindrance, re-sequencing, interference,acceleration,orother disruption,caused in any way by theact oromission ofthe Contractor orby any other contractoror Subcontractor on the Project,or by any cause beyond the Subcontractor's control, extendsthe overalltime of performance, or increasesthe Subcontractor's costs,the Subcontractor's soleand exclusiveremedy shallbe an extension ofthe completion date as determined by the Contractor. Subcontractor hereby agrees that Subcontractor shallnot make a claim for, shallnot seek remuneration for, and hereby waives, releases, and relinquishesany right orentitlement tocostsor damages thatmay be sufferedor incurred as a result of,among other things,delays, suspensions,hindrances, re-sequencing, interferences, acceleration,or other disruptioncaused in any way by the actor omission of the Contractor or by any other contractoror subcontractor on the Project,orby any cause beyond the Subcontractor's controlor any other disruptioncause by action or omission, whether foreseeable or notforeseeable,inwhole or inpart,ofthe commencement or executionof theSubcontractor's Work. § 4.1.2.2 Subcontractor shallattend progress meetings todiscuss matters pertainingtoperformance of theWork, as frequentlyas required by the Contractor, but in no event more than one time per week and at mutually agreeable times and places. § 4.1.3 The Subcontractor shallpromptly submit Shop Drawings, Product Data, Samples and similarsubmittals required by theSubcontract Documents with reasonablepromptness and in such sequence as tocause no delay in the Work or in theactivities ofthe Contractor or othersubcontractors. § 4.1.4The Subcontractor shallfurnish tothe Contractor periodic progressreports on the Work ofthis Subcon*act as mutually agreed, including information on the statusof materialsand equipment thatmay be in the course of preparation,manufacture, or transit. § 4.1.5The Subcontractor agreesthat theCüñtracter, Architectand Owner each have theauthorityto rejectWork of the Subcontractor that does not conform to the Prime Contract. The Architect's decisions on matters relatingto aestheticeffectshallbe final and binding on the Subcontractor ifconsistent withthe intent expressed in thePrime Contract. AIA Document A401™ - 2007. C yright O 1915, 1925, 1937, 1951. 1958, 1961, 1963. 1966, 1967. 1972, 1978. 1987. 1997 and 2007 by The American Init• AIA' Document is protected by U.S. Copyright Law and Intemational Treatles. Unauthorized Institute of Architects.All rights reserved. WARN!NG: This 5 rgs-'::":r, of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and wlil be prosecuted to or d!etr!bWen the rrMr = extent possible under the law. This documentwas produced by AIA softwareat 10:22:47on 04/28/2016under Order No.7087917978_1which expires on 02/09/2017,and is not for resale. (1146039123) Create PDF fileswithout thismessage by purchasiñÿ novaPDF printer(http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018 NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020 § 4.1.6The Subcontractor shallprovide and pay forallmaterials, equipment and laborused inconnection with the performance of this Subcontract and necessary for the proper completion of the Work, whether temporary or permanent and whether or not incorporated in the Work, through the period covered by previous payments received from theContractor, and shall furnishsatisfactoryevidence, when requested by the CGñtractór, toverify compliance with the above requirersents.Ifpayment formaterial stored off-siteis requestedand made, titletosuch material shallpass tothe Contractor and through tothe Owner as may be agreedbetween the Contractorand Owner, but theSubcontractor shallbear therisk ofloss and remain fullyliablefor allsuch materialsstoredoff-siteand shall be responsible forproviding insurance for suchstored material. § 4.1.7The Subconkactor bears the riskof loss ofand shalltake allnecessary precautions toprotect itsWork and the Work of the Contractor,other contractorsand Sub-subcontractors from damage caused by operations under this I Subcontract. § 4.1.8 The Subcontractor shall cooperate with the Contractor, other subcontractors, the Owner, and separate contractcrs whose work might interferewith the Subcontractor's Work. The Subcontractor shallparticipatein the preparaticñ of coordinated drawiñgs inareas of congestion, ifrequired by the Prime Contract, specificallynoting and advising the Centractorof potentialconflictsbetween theWork of the Subcontractor and thatof theContractor, other subcontractors,theOwner, or separatecontractors. § 4.1.9 Subcontractor's services shallbe performed and completed in accordance with the Project schedule. Subcontractor shallnot be responsiblefor delaysbeyond itsreasonable control. § 4.1.10 Ifat any time before finalpayment there shall be any lien,claim or notice filedagainst the Project, Subcontractor or presented tothe Contractor by any Claimant orLienor ofthe Subcontractor, ConkaMor shallhave the rightto retainout any payrsents then due, orwhich may thereafterbecome due, to Subcontractor, an amount necessary to completely indemnify theCmhador from any lossfrom such lien,claim or notice,includingthe cost of bonding the mechanic's lien,and any attorney'sfeeincurred as a resultofthe presentment, or filing, serviceof a mechanic's lienor claim. Subcontractor may bond thelien orContractor may bond the lienand charge any and all costs forsame (including reasonable attorney'sfees ifany) to Subcontractor's account. The rights herein shallbe absolute and shall not be acpcnht upon the eventual validityof such lien,claim or notice and the amounts so retained hereunder shallnot be released tothe Subcontractor until theinvalidityof such lien, claim ornotice has been finallyadjudicated, or the said lien,claim or notice has been properly paid and satisfied and documents evidencing same has been presented to theContractor. § 4.1.10.1 If,atany time after finalpayment, any of the aforesaiddemands claims,liensor the like,have filedor given, then Subcontractor shallpay tothe Contractor the sums necessary to make Contractorwhole because of loss, cost and expense to which Subcontractor has put Contractor, Subcontractor further agrees that ifany lawsuit, or arbitration, proceeding iscommenced toforeclose,establishor otherwise adjust saidlien,claim ornotice,itshall indemnify, defend and hold harmless Owner, Building and/or Tenants Corporation, Contractor and any other additional insuredsidentifiedin thePrime Contract (collectively,the "Indemnitees") from and againstany and all costs and expense incurred as a resultof said lawsuit, arbitration,or proceeding. Contractor's rightsunder this Section shallbe inaddition to allother legal remedies and rights thatit may have, and, itsoption, abreach by Subcontractor of the covenants contained in thisSection shallbe deemed a substantial breach by Subcontractor of the Subcontract. § 4.1.11 The Subcontractor shallenforce discipline strict and good orderamong the Subcontractor's employees and other persons carrying outthe Work. The SübcGñtractor shallnot permit employment of unfitpersons or persons not skilledintasks assignedtothem. 4.1.12. Subcontractor is responsible to always be using and referringto the current drawings. Regardless of drawings on sitegeneral contractor isusing. A drawing log indicatingcurrent drawings isalways availableon site forreference. § 4.2 PERMITS, FEES, NOTICES, Alm COMPI.IANCE ilNTH LAWS § 4.2.1The Subcontractor shallgive noticesand comply with applicable laws, statutes, ordinances, codes,rulesand regulations,and lawfulorders of public authoritiesbearing on performance of the Work of thisSubccrhact. The AIA Document A401™ - 2007.Copyright O 1915, 1925, 1937, 1951. 1958, 1961. 1963. 1966. 1967, 1972, 1978. 1987, 1997and 2007 by The American Init AIA® Instituteof Architects.All rights reserved. WARNING: This Drume-t is protected by U.S. Copyright Law and intemational Treaties. Unauthorized reproduction or fr±:f::of this AIA' thee=", or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by AIA sonwareat 10:22:47on 04/28/2016under Order No.7087917978_1which expires on 02/09/2017, and is not for resale. (1146039123) Create PDF fileswithout thismessage by purchasing novaPDF printer(http://www.novapdf.com) FILED: NEW YORK COUNTY CLERK 06/23/2020 08:12 AM INDEX NO. 154863/2018 NYSCEF DOC. NO. 54 RECEIVED NYSCEF: 06/23/2020 Subcontractor shallsecure and pay for permits,fees,licensesand inspections by government agencies necessary for proper execution and completion of the Subcontractor'sWork, the furnishing of which is requiredof the Contractor by the Prime Contract. § 4.2.2The Subcontractor shall comply with Federal, stateand localtax laws, social securityacts,unemployment workers' compensation actsand compensation actsinsofaras applicableto theperformance ofthis Subcontract. § 4.2.3 Subcontractor's Work shallbe incompHance with allcodes, rules and regulations of any gova unsustal body having jurisdictionover theProject. § 4.2.4 Subcontractor shallsupervise and direct the Work, using the Subcontractor's best skill and attention. Subcontractor be solely responsible for and have controlover construction means, methods, techniques, sequences and procedures of its work force. Contractor shall not have any responsibilityfor any of the responsibilities included inthis Section. § 4.2.5 Lead Paint To the extent Subcontractor is providing demolition,refinishing orany work at allon existing paint,the Subcontractor representsthat: (a)it isfullytrained and that it possesses,and willcontinue to possess I during the course ofthis Project,a currentUSEPA lead safe certification and/or otherauthorized Stateor locallead safe certification and accreditationprograms; (b)ithas at leasttwo (2) years ofprevious experience with lead-base paint abatcmcñt projects;and (c) itwillbe fullyresponsible forcompliance with and the means and methods for all lead-based paintinspections,risk assessments and abatement activitiesforthisProject. § 4.3 SAFETY PRECAUTIONS AND PROCEDURES § 4.3.1The Contractor willnot provide safety equipment. The Subcontractor isresponsible foritsown safety and safetyequipment and shalltake allreasonable safetyprecautions with respectto itsperformance ofthisSubcontract, and shallperform itswork in accordance with applicablelaws, statutes, ordinances, codes, rulesand regulations,and lawful orders ofpublic authoritiesforthe safetyof persons and property inaccordance with therequirements ofthe Prime Contract.The Subcontractor shallreportto theContractor within 24 hours an injury to an employee or agent of theSubcontractor which occurred at thesite. § 4.3.2 Hazardous substances shall not be used at the sitewithout prior written approval of the Contractor. If hazardous substances ofa type of which an employer isrequired by law tonotify itsemployees are being used on the siteby the Subcontractor, theSubcontractor's Sub-subcontractors or anyone directlyor indirectlyemployed by them, the Subcontractor prior shall, toharmful exposure ofany employees on the sitetosuch substance, givewritten notice ofthe chemical composition thereofto theContractor insufficientdetailand time topermit compliance with such laws by the Contractor,other subcontractorsand other employers on the site. § 4.3.3 The Subcontractor shall not use asbestos or polychlorinated biphenyl or materials containing those substances in the performance of the work without prior written approval from the Owner, Contractor, and Architect.If reasonable precautionswill be inadequate to prevent foreseeable bodily injuryor death topersons resulting from a hazardous material or substance, including but not limited