Preview
INDEX NO. 158327/2013
NYSCEF DOC. NO. 68 RECEIVED NYSCEF: 07/17/2015
EXHIBIT CSUBMITTED To:
SUBMITTED BY:
Date:
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NYY Steak MANHATTAN, LLC (“NYY STEAK’)
“7 West S45" Street
New York, New York 10020
TRADE SUBCONTRACT
“KITCHEN EQUIPMENT WORK”
Barine InpustRies, INC.
3249 S.W. 42° Srreer
Fr. LAUDERDALE, FLORIDA 33311
BARING INDUSTRIES, INC.
MANNY ALVAREZ
PLAZA CONSTRUCTION CORP.
MicHaet J. GABBAY
May 13, 2013INDEX
C3 PAGE
ARTICLE 1. Contract Price: Scope of the Work..sccsccscsseeerenesccssessnssnssnssnenieneeessueeresecseanennenseees 2
ARTICLE 2. Certain Obligations of the Subcontractor fo the
Owner, Construction Manager and Architect .....cccccecciecsescrsirsseseseaseesetceesneanennened
ARTICLE 3. Terms of Payment....csecsececsceteresrtssrcsieseeeriververericensrsiecneesierseeeenesiuesneetensenesreenneeeed
ARTICLE 4. Scheduling .....cccccssccssesseecsereesssseteeesrassseesscseesecsuesessnsayssessusaseesecsssueeseeaseansansnscseesesesses 6
ARTICLE 5.
ARTICLE 6.
ARTICLE 7.
ARTICLE 8. Subcontracts and Purchase Orclers.....
ARTICLE 9. Certain Warranties and Guarantees 1.20.0... scseesceeesceessesesessessenteseseeteseererssseenstarenseseee
ARTICLE 10. Insurance .
ARTICLE 11. Default and Termination
ARTICLE 12. No Waiver Except in Whiting. sscssssssussissicsisnnsrsisstansrstsssistitsesisneiaeueen d J
ARTICLE 1a. Assignments alt
ARTICLE 14, Merger oo csiscccsecsceseesseeseesecsssscesssnesscsscssnenreansuntaeseseesnecsescassnvasterssratsusesrtesnsantensess 12
ARTICLE 1S. Amendinents .o..c..cccccsccssssssssssssstesssssssnssseseunnnseecessmanneeteanansseiesseeanievassanisees 2
ARTICLE 16. Captions
ARTICLE 17. Notices oes rseesresssseeeeseseaens
ARTICLE 18, Miscellaneous ......cccscseecseessseesecsnesssecsssesssssevessssconsesnseensennitaneenssenassisseaseanitestesseseteee
ARTICLE 19. No Third Party Beneficiary...
LIST OF EXHIBITS ooo cesses ees eeeeereeseceesnersrerinenscersressisastensisievssnesiiensananssneenanesnesnteneeanes 14
NYY Steck, Rev, 5.20.13 Initia! Below: Plezo Constyuction erggrer
£ UTRADE SUBCONTRACT
THIS TRADE SUBCONTRACT is entered into as of the 13!" day of May, 2013, by and between
BARING INDUSTRIES, INC., a corporation, having its office at 3249 S.W. 42° STREET, FT. LAUDERDALE,
Flora 33312 ("Subconiractor"}, and PLAZA CONSTRUCTION CorP,, a New Yori corporation, having its,
office AT 1065 AVENUE OF THE AMERICAS, New York, New Yoric 10018 ["Construction Manager").
WHEREAS, Construction Manager has entered into an agreement {the "Agreement"} wih NYY
STEAK MANHATTAN, LLG (“NYY STEAIC”}, ("Owner") to perform contracting services in connection with the
construction of NYY STEAK, at a site located at 7 West 51% Street, New York, New York 10620
{"Project"]; and
WHEREAS, the Owner has also retained the services of SOSH, to provide licensed architectural and
consulting engineering services in connection with the Project (collectively, the "Architect"); and
WHEREAS, Construction Manager, subject lo Owner's approval, has awarded this Subcontract
("Subcontract or "Contract") as hereinafter defined, to the Subcontractor and the Subcontractor has agreed to
enler into this Subcontract, and to perform the Work required or described herein or reasonably inferable from
the Contract Documents in order to achieve the intended results;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained
herein, the Subcontractor and the Construction Manager agree as follows:
ARTICLE 1: Subcontract Price: Scope of the Work
1d Subject to all of the terms and conditions herein contained, Subcontractor shall receive the
total Contract Price of .NIINE HUNDRED Ninety THOUSAND. dollars {$990,000.66} (the "Contract Price")
(which price is firm, not subject to escalation, and includes all applicable federal, state and municipal taxes
now or hereafter enacted) for the full and faithful performance and completion of all of its obligations uncer
this Contract, including but not limited fo the perfermance and completion of all requirements of the Contract
Documents, as hereinafter defined, all Jabor necessary ta complete such construction, all materials and
equipment (whether for temporary or permanent use] incorporated or to be incorporated in such construction,
all tools, equipment, supplies, superintendence, insurance, bonds, taxes and all other services and facilities
necessary fo complete and perform the following (the "Work"):
Furnish and Install Kitchen Equipment Work. See Attached Scope of Work ~ “Exhibit C.”
REV.S2113 2 Initial Below:__ Plaza Construction Subcontractor
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wv1.2 The Work shall include; without limitation, the preparation, delivery and installation or
eraction, as the case may be, of materials and machinery, scaffolding, tools, equipment and afl iransportation
cartage, icading and hoisting, patterns, models, surveys, field measurements or olher measurements, shop
drawings, temporary light and heat (unless otherwise provided by Construction Manager), protection of work
and labor from winter conditions, safely requirements, contributions to union funds and benefits, payment of
royalties, and all temporary relocations and construction. Without limiting the foregoing or the provisions of
the General Conditions, any Work shown on.drawings and not mentioned in specifications, or described in
specifications and not shown on drawings, or included in the attached Scope of Work and not included in
aither the drawings or the specifications, shall be included in the Work, The Subcontractor shall faithfully and
diligently undertake and complete the Work to comply in every respect with this Subcontract and the other
Contract Documents. :
1.3 For purposes of this Contract, the "Contract Documents" shail consist of:
{a} This Trade Subcontract.
{b) General Conditions annexed hereto as Exhibit A.
{ce} Listing of Plans and Specifications annexed hereto as Exhibit B.
{d) Subcontractor's Scope of Work annexed hereto as Exhibit C.
fe] Progress Schedule annexed hereto as Exhibit D.
(] Insurance Requirements annexed hereto as Exhibit E.
[g)_ Subconiractor's Payment/Performance Bonds annexed hereto as Exhibit F {if
requested by Construction Manager}.
th} = Wage Rates / Unit Prices annexed hereto as Exhibit G.
{) Alternate Prices annexed hereto as Exhibit H.
() Project Site Safety Program annexed hareto as Exhibit 1.
(k) Shop Drawings and other submittals as, and to the extent, approved by the Architect.
ARTICLE 2: Cerigin Obligations of the Subcontracter
24 The Subcontractor affirms that i has visited the site and has become familiar with all
conditions at the site. Without limiting any other provision hereof, the Subcontractor shall perform the Work
and its obligations under this Contract in accordance with and subject to each of the provisions of the Contract
Documents to the fullest extent that each such provision is applicable to the Work. In the event of any
inconsistency between or among the terms and conditions of the Contract Documents, the more restrictive
provision or the greater quantity, as applied to the Subcontractor, shall govern,
22 The Subcontractor shall undertake and complete the Work under the direction and
supervision of and to the entire satisfaction of, the Conslruction Manager, the Architect, and the Owner, The
Construction Manager shal! provide the Subconiractor with one set of drawings and specifications for the
Work. Additional copies of drawings and specifications will be provided at the Subcontracior's expense. At
the Subcontractor's expense {unless otherwise specifically provided], the Architect shall provide such additional
drawings, details and explanations as may be necessary te detail and illustrate the Work, and the
Subcontractor shall conform to and abide by any such drawings, details and explanations.
2.3 The Subcontractor, if if subcontracts any part of the Work, shall enter into agreements
substantially similar to this Contract with each such subcontractor and shell require that each such
subcontractor read ane expressly agree in writing: (i) to be bound by all provisions of the Contract Documents
REVS21.13 3 Inifial Bolow,__Plazs Cpnstruction Subcontractor
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Letapplicable to its Work, including but not limited to the peyment provisions stated herein; fii} to provide
indemnity fo the Owner, Construction Manager and Architect as provided in the General Conditions; and {iti)
to name the Owner, Construction Manager and Architect as Additional Insured under Subcontractors general
liability policy and provide Cerlificates of Insurance to that effect and otherwise feasonably satisfactory to
Construction Manager.
2.4 Subcontractor, and its subsubcontractors of cny ter, shall atiend coordination meetings as
and when scheduled by Construction Manager and shall participate {or prepare if required elsewhere herein}
and cooperate in the preparation of composite drawings detailing the interrelationship of the various
components of Subcontractor's work with the work to be performed by athers.
ARTICLE 3: Terms of Payment
3.1 If the Subcontractor is making satisfactory progress with the Work {in the Construction
Manager's reasonable opinion}, is not in default under this Contract or under any other Contract Document, is
in compliance with all the documentation requirements by this Contract and as stated below, the Construction
Manager shalt pay the Subcontractor the ‘proportionaie amount of the funds received from the Owner for
approved Werk and materials within seven (7) doys after receipt of funds from the Owner, Construction
Manager will, subject to the General Conditions and Section 3.2 below, make monthly payments fo the
Subcontractor equal to ninety (90%), percent of the value of Work properly performed during such month.
Subcontractor agrees to look solely fo such funds received by Construction Manager from Owner or to the
Owner directly for payments due hereunder. Subcontractor acknowledges and agrees that in the event
payment is not made to Construction Manager for any reason, including but not limited to default by the
Owner, or delays in processing Owner's financing for the Project, Subcontractor shall net be entitled to
payment from Construction Manager until such time as Construction Manager shall in good faith have
exhausted all legal remedies to enforce such payment from Owner without, in any fashion limiting, impairing
Subcontractor's lien rights under applicable law. Relention shall be paid to the Subcontractor in accordance
with the General Conditions as and when released by Owner, less any amounts applied to cure any default
by Subcontractor under this Contract.
3.2 In order to, receive any payment for the Work, the Subcontractor must comply with the
terms and conditions of the Contract Documents and must furnish with each Application for Payment the
following documentation or such other-information as may be required’ by Construction Manager or Owner.
a. partial waivers of liens from Subcontractor, its Sub-Subcontractors and materialmen;
b. an affidavit warranting that all Work for which payments have been previously
made by Construction Manager are free and clear of liens, claims, security
interests or encumbrances;
c. evidence of equipment purchases, rentals and other detailed support as the
Construction Manager may reasonably require;
d. evidence of stored material (if any} including but not limited to:
i. a bill of sale and other documentation satisfactory, in form and
substance to Consiruction Manager, Owner (and Qwner’s Lender].
ii. a written list identifying each location where materials are stored off
the Project site and the value of materials at each lecation.
iii. evidence that Subcontractor has procured insurance satisfactory to the
Construction Manager and Owner for materials stored off the Project site
in an amount not fess than the full replacement value thereof; and .
e. evidence to support the reasonableness of the Schedule of Vaiues.
REV.I21.15 4 Initial Below: Plaza Construction __ Subcontractor
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Le Fp3.3 a. Notwithstanding anything to the contrary in this Contract or the existence of any
performance or labor or material payment bond, the Construction Manager is hereby empowered to withhold
from the Subconiractor.an amount, equal in the opinion of the Construction Manager to the amounts necessary
to complete the entire Work, {or any part thereo!), necessary to compensate Construction Manager for any
unexcused delay on the part of Subcontractor, or necessary fo poy and fully discharge any claims or liens
arising out of the Work performed under this Contract that may arise ond be unpaid, for which, if established,
the Construction Manager or the Owner may become liable. If any such obligations, claims or liens exceed
the amount of the Contract Price then unpaid, or arise after the full Contract Price has been paid or otherwise
sdlisfied in aecordance with and subject to the terms and conditions hereof, the Subcontractor, immediately
upon demand, shall pay fo the Construction Manager or Owner, as the case may be, all monies that the
Construction Manager or Owner may have paid or become obligated to pay to discharge such obligations,
fiens or claims with respect to the Project. In addition, Construction Manager may withhold payment due to
the:
i. unsatisfactory or disputed job progress;
i. defective work not remedied;
iti, failure to-carry out the Work in accordance with the Contract Documents;
iv. failure of the Subcontractor to make timely payments for labor including collectively
bargained fringe benefit contributions, payroll taxes and insurance;
y. damage to Construction Manager, Owner or another subconiractor or material
supplier;
vi reasonable evidence that the Work cannot be completed for the unpaid balance of
the Contract Price;
vii, reasonable evidence that the Work will not be completed within the Contract Time and
that the unpaid balance would not be adequaie to cover the cost of damages for the
anticipated delay;
viii, third party claims or liens filed. or reasonable evidence indicating probable filing of
claims or liens, unless security acceplable fo the Owner is provided by the Construction
Manager; :
ix. Subcontractor's failure fo furnish any information required by the Contract Documents;
x. failure to provide evidence that Subcontractor’s insurance is in effect in accordance
with this Contract;
xi failure of Subcontractor fo make timely payments to its Sub-Subcontractors and material
suppliers; :
xii. erroneous estimates by Subcontractor of the value of the Work performad; or
xiii, material safety violations by the Subcontractor or violations of other legal requirements.
b, Subcontractor shall be responsible for making payment to its Sub-Subcontractors and materialmen
within seven (7) days of receipt of payment from Construction Manager, and shall (upon request) provide
evidence lo Construction Manager of such paymenis.
34 The Subcontractor exprassly agrees that the Contract Price includes {a} all Work provided
for in the drawings and specifications, together with all work reasonably inferable therefrom, and {b} ail
increases in cost, foreseen or unforeseen, including, without limiting the generality of the foregoing, foxes,
REVS2L13 5 Initia! Belowe__Plaza Construction _ Subeontrector
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Vvlabor and materials, the cast of all of which is to be borne solely by the Subcontractor. All loss or damage
arising from any of the Work threugh unforeseen or unusual obstructions, difficulties or delays which may be
encountered in the prosecution of same or through the action of the elements shall be borne by the
Subcontractor, fi is mutually agreed between the parties herete that no payrent made under this Contract
shall be conclusive evidence of the performance of this Contract by Subcontractor, either wholly or in part, nor
shall it be construed to be an acceptance of defective Work or materials, or an approvel of any of the items in
any requisitions made or invoice rendered. All invoices or requests for payments must be presented in writing
in such form as may be required by Construction Manager. Provided payments are made to Subcontractor as
provided fer hereunder, Subcontractor shall pay all costs necessary for the completion of the Work in
accordance with the Contract Documents.
3.5 Subcontractor shall use the sums advanced to it pursuant to this Article 3 ‘solely for the
purpose of performance of the Work and the construction, furnishing, and equipping of the Project in
cecordance with the Contract Documents. Any and all funds paid to Subconiractor hereunder are hereby
declared to conslitute trust funds in the hands of Subcontractor, to be applied before application to any other
purpose fo the payment of: (a} claims of subcontractors, sub-laborers, materlalmen or other entities performing
work and employed by Subcontractor, (b) to claims for utilities furnished and taxes imposed, and fo the
payment of premiums on surety bonds and other bonds filed and premiums on insurance aceruing during the
consiruction of the Work, and {c} any indemnity obligations of Subcontractor hereunder.
3.6 in the event changes or extras fo this Contract are authorized pursuant to the General
Conditions annexed hereto, Subcontractor shall be entitled to no more than fifteen percent (15%) to cover
overhead, supervision, small tools and profit,
ARTICLE 4: Scheduling
Concurrent with the execution of this Subcontract, the Subcontractor shall give the Construction
Manager a proposed detailed time and manpower schedule, providing for completion of the Work within the
fime provided for on the Progress Schedule annexed hereto as Exhibit D, which, in the Subconiractor's
reasonable opinion, is adequate and sufficient to allow completion of the Project by the date specified by
Construction Manager, taking into account the work of all other subcontractors necessary to complete the
Project, At the Construction Manager's request, Subcontracior shall revise the schedule approved by the
Construction Manager in accordance wilh the fime and place requirements of the Project as reasonably
determined by Construction Manager in its sole and absolute discretion. The Construction Manager shall use
the above referenced schedule in preparing an integrated Progress Schedule: for the Project listing the
sequence and dates for completion of the various segments of the Work. The Subcontractor shall complete the
Work in accordance with the Progress Schedule, including any revisions thereto provided by Construction
Manager. The Construction Manager exclusively shall control scheduling, including the periodic updating
thereof, if any, and the Subcontractor shall comply therewith. The Construction Manager shall have the right
fo schedule other work at the same time and in the same creas us the Subcontracior's Work, The
Subcontractor shall coordinate its Work with any other subcontractors! work in such manner as the
Construction Manager may direct to avoid conflict or interference with such work of others, shall participate in
the preparation of coordinated drawings of congested areas and shall conform the Work to the work of other
subcontractors to prevent discrepancies (and to avoid unnecessary cutling or paiching) with contiguous work.
At its sole discretion, the Construction Manager may schedule Work during a lime of, and from time to time
during, winter conditions, The determination of when winter conditions exist shall rest exclusively wilh the,
Construction Manager.
ARTICLE 5: Progress
5.1 The Subcontractor shall keep itself informed at all times of the progress of the Work, and of
the progress of others whose work may affect, or who may be affected by, its progress. At the Construction
Manager's request, the Subcontractor shall inform the Consiruction Manager about materials on hand,
progress made in the manufacturing and fabricating of materials for the Work, or any other matters relating to
the condition er progress of the Work, The Construction Manager, Owner's representatives and the Architect
RBVS.21.13 6 Initial Below;__Plaza Construction Subcontractorat all times shall have free access to the office, shops and yards of the Subcontractor to verify any information
about the Work given by the Subcontractor.
5.2 The Subcontractor, upon iwenty-four (24) hours nofice, in person or by duly authorized
representative having power to act and acceptable to Construction Manager, shall attend, af its own expense,
ail meetings or conferences that the Owner, Architect or Construction Manager may call, at the building site or
elsewhere, for the purpose of discussing progress of the Work, safety at the site, or ways te expedite the
completion of the Project. .
ARTICLE 6: Timing
TIME 1S OF THE ESSENCE IN THE PERFORMANCE OF THIS CONTRACT. The Construction
Manager and/or the Owner may sustain financial loss if the whole Project or any part thereof is delayed
because the Subcontractor fails to perform any part of the Work in accordance with the Contract Documents,
or the milestone dates and Substantial and Final Completion dates set forth on the Progress Schedule annexed
hereto, as same may be modified from time to time. The Subcontractor shall begin the Work at the time
directed by the Construction Manager and shall perform its obligations under this Contract with diligence and
with sufficient manpower to maintain the progress of the Work as scheduled, without delaying other trades or
creas of work. At the request of the Construction Manager, the Subcontractor shall perform certain parts of
the Work before other parts, add exira manpower, or, orcler overtime labor. in order fo comply with the
Progress Scheclule, all without any increase in the Contract Price {unless otherwise specifically provided in the
Scope of Work).
ARTICLE 7: Bonds
At the request of the Constructian Manager, the Subcontractor shal! furnish a performance bond and a
labor and maierial payment bond within five (5) days after execution of this Contract, at its own expense.
Such bonds shall be with a corporate surety [licensed in the State in which the Project is located and]
acceptable fo the Construction Manager, in the amount of the Contract Price and shall name Construction
Manager and the Owner as co-obligees. Such borids shall include provisions to the effect that the
Subcontractor shall faithfully, promplly and with due diligence {i} perform all of the terms and provisions of this
Contract on its part to be performed, {ii} pay all of the Suocontractor's obligations to its employees, agents, cll
subcontractors, malerialmen, suppliers and others relating to the Work, and {ili} complete the various portions
of the Work in accordance with the terms of the Contract Documents, and such bonds shall otherwise be in
form and substance mutually satisfactory to the Construction Manager ancl Owner. To the extent, if any, that
the Contract Price is increased in accordance with the Contract Documents, Subcontractor shall, upon request
of Construction Manager, ccuse the amount of such bends to be increased accordingly and shail promptly
deliver satisfactory evidence of such increase 10 Consiruction Manager, The Bonds shall further provide that
ao change te or alteration of this Contract {including without limitation, an increase in the Contract Price, as
aforesaid}, extensions of time, change orders, premalure payment-or overpayment fo the Subcontracior, will
release the surety. The Construction Manager may in its sole discretion utilize a default insurance program in
lieu of requiring Performance and Payment Bonds, In such a case, the Subcontractor acknowledges and
agrees that the Construction Manager may assign any or all of its rights under this Agreement to the default
insurance carrier. .
ARTICLE 8: Subcontracts and Purchase Orders
Within five (5) days of the award of this Contract, or such earlier time as the Construction Manager
may direct, the Subcontractor shall provide to the Construction Manager a complete fist of all its subcontractors
and suppliers for all parts of the Wark for Construction Manager's approval. The Subcontractor shall notify
the Construction Manager in writing of any proposed changes in its subcontractors or suppliers not less then
five (5) days prior to such change, which notice shall specify the reasons for such proposed change. Without
limiting, diminishing or otherwise affeciing Subcontractor's obligations hereunder, any such change shall be
subject lo the approval of Construction Manager, which approval shall not be unreasonably withheld or
delayed. Subcontractor shall ensure that all of its subcontractors, vendors and suppliers are bound by the
General Conditions and Progress Schedule annexed herefo.
REVS5.2L13 7 Initial Betow:__Plaza Gapstruction Subcontractor
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MtARTICLE 9: Certain Warranties and Guarantees
9) Promplly upon completion of the Work, and as a condition precedent to final payment, the
Subcontractor shall assign and deliver to the Owner (through the Construction Manager] all guarantees from
third parties for materials, equipment and labor incorporated into or used in connection with the Work,
9.2 The. Subcontractor warrants that all materials and equipment furnished under this Contract
will be new, unless otherwise specified, and thal all Work will be of good quality, free from improper
workmanship and defective materials and in conformance with the Contract Documents.
9.3 Without limitation of the foregoing or any other obligation of Subcontractor provided for in
the Contract Documents, immediately upon the Construction Manager's demand, the Subcontractor, at ils own
expense, shall repair, replace, restore or rebuild, at the Construction Manager's option, any Work in which
defects in materials or workmanship ‘may appear, or which is otherwise not in conformance with the other
warranties of Subcontractor hereunder.
9A The existence of the foregoing warranties and undertakings by Subcontractor shall not
relieve the Subcontractor of, or reduce the Subconiracior's liability for, latent defects and shall be in addition to
all of the Construction Manager's and Owner's other rights and remedies hereunder, uncler any other Contract
_ Document or under lew, and to any other guaranties or warranties, whether express or implied.
ARTICLE 10: insurance
10.1 The Subcontractor, ot its own expense, shall obtain and submit to the Construction
Manager, before undertaking any part of the Work, policies and certificates with receipts for the payment of
premiums from the Subconiractor’s insurance carriers indicating coverage fram companies, in amounls and on
such other terms as provided for hereinafter and in the "Insurance Schedlule" attached to this Agreement as
Exhibit E. Any "deductible" with respect to, such coverage shall be submitted io, and approved in writing by,
Construction Manager, provided that any costs or damages not covered dve to the approved deductible shall
be borne solely by Subcontractor. All such insurance shall be maintained by Subcontractor, at its expense,
until the Work has been completed and all obligations of Subcontractor under the Contract Documents have
been satisfied. Any policy of insurance covering the Sybcontractor's tools, equipment or facilities against loss
of physical damage, shall provide for a complete waiver of subrogation against the Construction Manager,
the Owner, and their respective members, officers, directors, employees, agents and servants.
10.2 All policies required of Subcontractor hereunder shall provide for notice to the Construction
Manager thirty (30)' days before any change in or cancellation of such insurance, and shall otherwise be
acceptable to the Construction Manager. Upon request, the Subcontractor shall furnish the Construction
Manager with evidence of insurance satisfactory to the Construction Manager for each subcontractor
employed by it, The insurance required herein shall in ony event include blanket {broad form] contractual
liability insurance. The existence of insurance shall net be construed to limit the Subconiractor's liability under
this Contract.
10.3 The Subcontractor hereby waives all rights which arise by subrogation or otherwise that it
may have agains! the Owner or Construction Manager far damages caused by fire or other perils covered by
insurance referred fo in this Article 10 or in the Insurance Schedule, .
ARTICLE 11: Default and Termination
1 Any one or more of the following shall constitute an event of default by the Subcontractor:
A. The Subcontractor shall fail or refuse to perform the Work or comply with any term, condition or
provision of this Contract or of any of the other Contract Decuments.
REVS21.13 | 8 Initial Below: Plaza Construction Subsontractor
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We‘The Subcontractor shall fail or refuse to pay any of iis subcontractors, suppliers or workers for any
materials, fabor or other things incorporated into, or used in connection with the Work when such
payments are due; provided, however, that if the Subcontractor disputes the amount due fo a worker,
subcontractor of supplier, and the Subcontractor, within two (2) days of the due daie of such payment,
of its own expense, posts a bond for the disputed payment in amount and form satisfactory to the
Construction Manager as security fer such payments, then such non-payment shall not constitute an
event of default hereunder.
The Subcontractor shall abandon the Work or reduce its tabor force to a number insufficient, in the
Consiruction Manager's opinion, to complete the Work within the scheduled time.
Without limitation of the foregoing, any of the events described in the General Conditions as an event
of default shall occur,
11.2 If any event of default described in Section 11.1 above occurs, then the Construction
Manager, at its option, at any time may:
A
Order the Subcontractor immediately to comply with any term, condition or provision of this Contract
or such other Contract Document;
Order the Subcontractor, within a specified time, to remove any defective work or materials and to
replace such work or materials with satisfactory work or materials;
Accept any defective work or materials and reduce the Contract Price accordingly;
Perform or arrange fo have performed any of Subcontractor's duties or obligations hereunder;
Make any payments fo satisfy the Subcontractor's obligations relating to the Work for labor,
materials, equipment, or insurance or other items;
Refuse to make any payments fo the Subcontractor for Work performed until the event of default is
cured to the satisfaction of Construction Manager; and/or
Upon three (3] days" written notice to the Subcontractor, terminate in whole of in part this Contract on
behalf of Owner and take possession of all materials, tools, equipment and appliances of the
Subcontractor and cause all the Work to be finished by whatever means, method or agency which the
Construction Manager, in its sole discretion, may choose and take any other steps ihe Construction *
Manager, in ifs sole discretion, may choose fo secure any labor, materials, equipment and services
and, in any event, the Owner shall have a lien on and may take over all Subcontractor’s equipment,
tools, appliances and materials (whether on or offsite} and complete the Work; provided, however,
that if the default involves any breach of safety laws, regulations or requirements, only one (1) day's
written notice shall be required.
if the Construction Manager terminates this Contract on behalf of Owner, as aforesaid, the
Construction Manager (to the extent provided herein) and the Owner shall have no obligation lo pay
for any Work petformed after such termination, and will have no obligation to make any further
payments to the Subcontractor for Work performed before such termination until the Project has been
completed, accepted by the Owner, the Construction Manager has received full payment for the
Project from the Qwner, and the Construction Manager determines to its complete satisfaction that
potentict expenses, charges and claims relating to the performance of the Work have been satisfied
or satisfactorily bonded over. Such payments to the Subcontractor shall in any event be reduced by all
amounis due the Ovmer or the Consiruction Manager under the terms of this Contract,
11.3 The Construction Manager's choice of any remedy shall not operate to waive any other
rights or remedies of Construction Manager or Owner provided hereunder, or by law, against the
REVS21.13 9 Iwitiat Below: Plaza — Subcontractor
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iSubcontractor or its surety. The Construction Manager, at his option, may choose more than one remedy or
choose one of more particular remedies at different times.
W4 In the event of a Subcontractor default, the Subcontractor shall pay, immediately upon
demand therefor, all costs, losses, damages and expenses, including, without limitation, all cdministrotive,
management, overhead and other direct or indirect expenses, including resonable attorneys’ fees
(collectively, ihe "Costs"} incurred by the Construction Manager or Owner in connection with and as a result of
any default by Subcontractor or.the exercise of any right or remedy upon Subconlractor's default. If the
Subcontractor doas not pay the Costs immediately, ihe Construction Manager niay withhold and deduct all
Cosis from any payments of the Contract Price. If payments due to the Subcontractor for completed portions of
the Work are not sufficient to cover the Costs, the Subcontractor immediately shall pay to Construction
Manager the full amount of any such excess with interest thereon at the maximum interest rale permitted by
law. The liability of the Subcontractor hereunder shall extend to ond include the full amount of Costs incurred
and obligations assumed by the Construction Manager or Owner in good faith under the reasonaible belief
that such Costs or obligations were necessary or required, whether actually necessary or required or not, (i) in
protecting and completing the Work and providing labor, materials, equipment, supplies and other items in
connection therewith or in re-contracting the Work, and (ii) in setilement, discharge or compromise of any
claims, demands, suits and judgments pertaining to or arising out of Work. An itemized statement of such
obligations and payments shall be prima facie evidence of the Subcontractor's liability,
115 This ‘Agreement may be jerminated by the Construction Manager without cause upon ten
(10} days prior written notice. In the event of such lermination, Subcontractor shall be reimbursed such amount
as shall be due the Subcontractor for (1} that poriion of the Work satisfactorily performed prior to the effective
date of termination, and (2} reasonable costs direcly incurred {but specifically excluding lost overhead, profits
and consequential damages or other lost opportunity costs) as a direct result of such termination.
ARTICLE 12: No Waiver Except in Writing
No action or failure to act by the Construction Manager shall constitute a waiver of any default in that
or any other instance, except fo the extent the Construciion Manager specifically states in writing.
ARTICLE 13: Assignments
13.1 The Subcontractor shall not assign this Contract, in whole or in part, or hypothecate,
pledge or assign any payments due it under this Contract, without the Construction Manager's prior written
approval, Any such attempted unauthorized assignment shall be null and void. In any event, no subcontract
or approved assignment shall relieve or release in any way the Subcontractor from its obligations hereunder or
under the other Contract Documents.
13.2 This Agreement may, upon written notice, be assigned to another entity designated by the
Construction Manager without the need for any action by the Construction Manager or approval by
Subcontractor and in such event the Subcontractor agrees fo and shall continue to be bound by this
Agreement, and, in the event ‘of such an assignment, Subcontractor shall continue to look solely to the Owner
for payment and performance hereunder.
ARTICLE 14: Merger
All previous date orders, proposals, letters, -oral or written promises and understandings relating to the
subject matter of this Contract, are hereby declared to be null and void. This Contract is complete and shall
not be interpreted by any reference fo any previous letier, proposal, document or understanding, written or
oral, or other document or agreement, except as specifically provided in this Contract.
ARTICLE 15: Amendments
No amendments to this Contract shall change or modify this Contract unless in writing and signed by
both the Construction Manager and the Subcontractor.
REVS.2L13 10 Initial Below;__ Plaza ape Subeontractor
f Qom.
Lia
weARTICLE 16: Captions
The captions to the provisions of this Contract are for convenience only and are not a part of this
Contract,
ARTICLE 17: Notices
Any notice required to be given by the terms and provisions of this Contract or by ony law or
governmental regulation, either by the Construction Manager or Subcontractor for which either parly may
desire to give hereunder}, shall be in writing and shall be personally delivered or forwarded by overnight
express mail or registered or certified mail, reium recaipt requested, and shall be oddrassed to the party hereto
fo whom diracted, at ils address, as herain stated fo the attention of MicHagt J, GABBAY for Construction
Manager and CHUCK SPERRY for the Subcontractor, Either party may change the address to which any notice
refered to herein is to be sent by giving written notice of such change of address to the other party in the
manner provided above. Nolice personally delivered pursuant to this Article 17 shall be effective on the date
of delivery. Nolice given by maif shall be effective on the date of receipt appearing on the return receipt, or,
in the absence of o return receipt, the date of attempted delivery.
ARTICLE 18: Miscellaneous
Each of the Exhibits attached hereto is hereby made a part hereof, {f any provision of this Contract,
or the dpplicction thereof to any person or situation, fo any extent shall be held invalid or unenforceable, the
remainder of said Contract, and the application of such provision lo persons ot situations other than those to
whieh it shall have been held invalid or unenforceable, shal not be affected thereby, but shall continue valid
and enforceable to the fullest extent permitted by law. All provisions af this Agreement which, by their terms
require performance by either party hereto affer termination of this Contract shall survive any such termination,
ARTICLE 19: No Third Party Beneficiary
Except as otherwise provided herein, no provision of this Contract shell in any way inure to the benefit
of any third party {including the public at large} so as fo conslihute any such person a third party beneficiary of
this Contract or of any one or more of the terms hereof or otherwise give rise lo any cause of action in any
person not a party hereto.
REVS.21I3 u nial Below: _ Plaza ConffteuctionmM
he
IN WITNESS WHEREOE, the parties hereto have executed this Contract as of the doy and yeer first
above written.
CONSTRUCTION MANAGER: PLAZA CONSTRUCTION CORP.
. W\0o.——
By: MAA
Micha: 1! ecutive Vice ides
Print Name & Title
SUBCONTRACTOR: Baring industries, Inc
Nevada Corporation
By: Chba£. dy
CHAR LIES &) SPap Ey
PrintName & Tile PREST PENT
6) 20)13
REVS.2113 ww Initial Below: a SubcontractorIN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first
above written.
CONSTRUCTION MANAGER:
SUBCONTRACTOR:
REVAL
PLAZA CONSTRUCTION CORP,
By: A) Wen
Michael J. Gabboy, Executive Vice President
Print Name & Tite
Baring Industries, inc.
a Nevada Corporation
yp Chabt aprons
CHARLES Speke _
Print Name & Title PRESIDE Ny7
6o/3-0 J 13
n Initial Below: Plaza Cofsuetion __Suboomtegetor
Ceo.
NYIN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first
above written.
CONSTRUCTION MANAGER:
SUBCONTRACTOR:
RAV F213
PLAZA CONSTRUCTION CORP,
a afd —
WT
Michael J. Gabboy, Executive Vice Prasident
Print Name & Title
Baring Industries, Inc.
a Nevada Corporation
By: Chrte aegis
CHarres 8, sPebey
Print Name & Tile PREST DENT
G/aof 3
12 nitial Below: Plaza cafhwcton Suboonitacter
Cea
Ga
mn
REVS52113
LIST OF EXHIBITS TO TRADE SUBCONTRACT
AND GENERAL CONDITIONS
General Conditions
Plans and Specifications
Scope of Work
Progress Schedule
Insurance Schedule”
Performance and Payment Bonds
Wage Rates / Unit Prices
Alternate Prices
Project Site Safety Program
3 Initial Below; _ Plaza Cefistruction Subcontractor:
1 A, Qa
Ls
MG
poPLAZA
CONSTRUCTION
EXHIBIT “A”
GENERAL CONDITIONS
Initial Below:INDEX
ARTICLE 1. The Work.
ARTICLE 2. Subcontractor's Contract Documents wd
ARTICLE 2. The Architect .......6.. wed
ARTICLE 4, Hazardous Material
ARTICLE 5. Subcontractor's Responsibilities
ARTICLE 6. Legal Obligations
ARTICLE 7. Testing & Inspection...
ARTICLE 8. Guarantees .......
ARTICLE 9. indemnification and Insurance.
ARTICLE 10. Administration and Supervision of the Work
ARTICLE 11. Shop Drawings and Samples v.00
ARTICLE 12. Construction Practices al the Site
ARTICLE 13, Correction of Work
ARTICLE 14. Acceptance of the Work «0.0...
ARTICLE 15.
ARTICLE 14, Change Orders and Claims for Extra Cost or Time Extensions ....
ARTICLE 17. Fast Track/Time Extension Delays
ARTICLE 18.
ARTICLE 19. Cooperation With Lender
ARTICLE 20. Captions
ARTICLE 21. Confidentiality or Proprietary Information, vs...
GEN.COND CM. Revised $21.13. 2 Iiniel Below: Plaza fe SubeorARTICLE 1: The Work
A.
The term "Work" includes the furnishing of labor or material undertaken by the Subcontractor pursuant
fo the Coniract Documents Work includes, unless specifically excepted, the furnishing of al material,
labor, equipment, supplies, plant tools, scaffolding, transportation, superintendence, temporary
construction of every nature, contributions fo union funds ond benefits, insurance, taxes and all other
services and facilities necessary for the full performance and completion of the requirements of the
Contract Documents. Work also means that which is produced, constructed or built pursuant to or
reasonably inferable from the Contract Documents. The Work shall include the obligation of ony
Subcontractor who bids to perform any portion of the Work to visit the site of the proposed Work, fully
acquaint and familiarize himself with the conditions as they exist and the character of the operations fo
be carried on under the proposed Contraci, and make such investigation os he may see fit so that he
shall fully understand the facilities, physical conditions and restrictions attending the Work under ihe
Contract. Each such Subcontractor shall also thoroughly exemine and become familiar with the
drawings, specifications and associated bid documents and by execution of this Contract accepts them
as sufficiently complete to properly perform the specified Work at the Contract Price.
ARTICLE 2: Subcontractor's Contract Documents
A.
The Contract Documents are complementary and are intended to include or imply all items required for
the proper execution and completion of the Work. Any item of Work mentioned in the specifications
and nol shown on the drawings, or shown on the drawings and not mentioned in the specifications,
shall be provided by the Subcontractor as if shown or mentioned in both,
The drawings and specifications are. "scope" documents which indicate the general scope of the
Project in terms of the architectural design concept, the dimensions of the buildingls) or other
improvements, the type of structural, mechanical, electrical and utility systems and an outline of major
architectural elemenis of construction. As "scope" documents the drawings and specifications do not
necessarily indicate or describe all Work requited for the full performance and complefion of the
Work. Contracts and agreements for materia! will be let on the basis of such documents with the
understanding that the Subcontractors and materialmen are fo furnish all-items required for proper
completion of the Work without adjusiment to Contract Price, tt is intended that the Work be of sound
and quality construction and the Subcontraciors shall be responsible for the inclusion of adequate
amounts to cover installation of items indicated, described or implied in the portion of the Work to be
performed by them. Subsequent drawings and specifications may be issued for purposes of
construction, which will more completely detail all requirements of the Work,
Generally, the specifications describe Work which cannot be readily indicated on the drawings and
indicate types, qualifies and methods of installation of the various materials and equipment required
for the Work, It is not intended to mention every item of Work in the specifications which can be
adequately shown on the drawings nor to show on the drawings all items of Work described or
required by the specifications even if they are such nalure thet they could have been shown thereon.
All materials or labor for Work, which is shown on the drawings or fs reasonably inferable therefrom
as being necessary to produce a finished job shall be provided by the respective Subcontractors
whether or nat the Work is expressly covered in the specifications.
In the event there is a discrepancy between the various Contract Documents, the document imposing
the greater duty or greater quantity shall control. if the difference is between the requirements of the
drawings ot specifications or differences within the drawings or the specifications themselves, then
GEN.COND C.M.. Revised 5.21.13 3 Initicl Below: Plaza Constgiction Subcontractor
» | Grithey shall be submitted to the Construction Manager who shall bring the same to the aitention of
Architect who, in Consultation with Owner, shall decide which of the conflicting requirements shall
govern and the Subcontractor doing such Work shall perform the Work in accordance with such
decision and without any change in his Contract Price. Any Work performed by Subcontractor
relating to any such differences prior to resolution as herein provided shall be performed at
Subcontractors sole risk, cost and expense. All the Contract Documents shall be read together as
complementary and rights and obligations thereunder shall be deemed cumulative.
Included in the Scope of Work and this Contract is the complete coordination of this Work with the
Work of other irades and the complete integration of the various systems furnished and installed as
part of this Contract with the systems provided by others. As part of the coordination procedure this
Subcontractor shall attend meetings as required by the Architect and Construction Manager and
provide information for review by other trade contractors, as well as review information provided by
others which coordination shall be dene In such a manner as to be expeditious and in no way causing
delay to other trades or the Project in general. Coordination and integration of systems and/or
equipment will also include the development of composite drawings, and includes but is not limited to,
the following:
(o] Location and/or relocation of equipment with the confines of a given space or
geniera! area prior to i ion fo maximize accessibility, serviceability and improve
operation as well as resolve conflicis between trades.
[b} Provide adequate qualified personnel to install check out and/or verify operation of
equipment and/or systems, which require the involvement of the Subcontractor as
defined in the Contract Documents. This includes testing by representatives of the
Engineers, Architects or Owner's Agents. .
{c]_ Provide all necessary preparatory Work to permit attachment, connection and/or
inlegration of any kind for and/or with the Work of other irades. No additional casts
will be accepted for any relocations or equipment or appurtenances dus io conflicts
with existing or new systems, ‘
lt is understood and agreed that refinement and detailing will be accomplished from time to time with
respect to the plans and specifications, No adjustment shall be made to the Contract Price or lime for
completion of the Work unless such refinement or detailing results in changes in the scape of quality,
function and/or intent of the plans and specifications not reasonably inferable or anticipatable by a
frade contractor of Subcontractos's expertise and experience,
ARTICLE 3: The Architect
A
The Architect shall be one of the Owner's representatives during the construction period and he shall
review the Work in progress on behalf.of the Owner. The Architect will not be responsible for
construction means, metheds, techniques, sequences or procedures or for safety precautions and
programs in connection with the Work and he will not be responsible for any Subcontractor's failure to
carry out the Wark in accordance with the Contract Documents.
The Architect shall be the interpreter of the drawings and specifications. In the event of dispute, the
Architect shall side with none of Owner, the Construction Manager or the Subcontractors, and the
Architect shall cls render a decision as to the items to be included within the scope of. the Work,
which decision is advisory only,
GEN.COND C.M., Revised $.2U13 4 Inifict Below: Plaza Constryfilon SubcontractorM.
The Architect shall furnish with reasonable promptness, additianal instructions by means of drawings
or otherwise necessary for the proper execution of the Work, All such instructions shall be consistent
with the Coniract Documents, or approved modifications, or developments thereof and inferable
therefrom. The Work shall be executed in conformity therewith and the Subcontractors shall do ne
Work without approved drawin
Preview
INDEX NO. 158327/2013 NYSCEF DOC. NO. 68 RECEIVED NYSCEF: 07/17/2015 EXHIBIT CSUBMITTED To: SUBMITTED BY: Date: “~~ oi NYY Steak MANHATTAN, LLC (“NYY STEAK’) “7 West S45" Street New York, New York 10020 TRADE SUBCONTRACT “KITCHEN EQUIPMENT WORK” Barine InpustRies, INC. 3249 S.W. 42° Srreer Fr. LAUDERDALE, FLORIDA 33311 BARING INDUSTRIES, INC. MANNY ALVAREZ PLAZA CONSTRUCTION CORP. MicHaet J. GABBAY May 13, 2013INDEX C3 PAGE ARTICLE 1. Contract Price: Scope of the Work..sccsccscsseeerenesccssessnssnssnssnenieneeessueeresecseanennenseees 2 ARTICLE 2. Certain Obligations of the Subcontractor fo the Owner, Construction Manager and Architect .....cccccecciecsescrsirsseseseaseesetceesneanennened ARTICLE 3. Terms of Payment....csecsececsceteresrtssrcsieseeeriververericensrsiecneesierseeeenesiuesneetensenesreenneeeed ARTICLE 4. Scheduling .....cccccssccssesseecsereesssseteeesrassseesscseesecsuesessnsayssessusaseesecsssueeseeaseansansnscseesesesses 6 ARTICLE 5. ARTICLE 6. ARTICLE 7. ARTICLE 8. Subcontracts and Purchase Orclers..... ARTICLE 9. Certain Warranties and Guarantees 1.20.0... scseesceeesceessesesessessenteseseeteseererssseenstarenseseee ARTICLE 10. Insurance . ARTICLE 11. Default and Termination ARTICLE 12. No Waiver Except in Whiting. sscssssssussissicsisnnsrsisstansrstsssistitsesisneiaeueen d J ARTICLE 1a. Assignments alt ARTICLE 14, Merger oo csiscccsecsceseesseeseesecsssscesssnesscsscssnenreansuntaeseseesnecsescassnvasterssratsusesrtesnsantensess 12 ARTICLE 1S. Amendinents .o..c..cccccsccssssssssssssstesssssssnssseseunnnseecessmanneeteanansseiesseeanievassanisees 2 ARTICLE 16. Captions ARTICLE 17. Notices oes rseesresssseeeeseseaens ARTICLE 18, Miscellaneous ......cccscseecseessseesecsnesssecsssesssssevessssconsesnseensennitaneenssenassisseaseanitestesseseteee ARTICLE 19. No Third Party Beneficiary... LIST OF EXHIBITS ooo cesses ees eeeeereeseceesnersrerinenscersressisastensisievssnesiiensananssneenanesnesnteneeanes 14 NYY Steck, Rev, 5.20.13 Initia! Below: Plezo Constyuction erggrer £ UTRADE SUBCONTRACT THIS TRADE SUBCONTRACT is entered into as of the 13!" day of May, 2013, by and between BARING INDUSTRIES, INC., a corporation, having its office at 3249 S.W. 42° STREET, FT. LAUDERDALE, Flora 33312 ("Subconiractor"}, and PLAZA CONSTRUCTION CorP,, a New Yori corporation, having its, office AT 1065 AVENUE OF THE AMERICAS, New York, New Yoric 10018 ["Construction Manager"). WHEREAS, Construction Manager has entered into an agreement {the "Agreement"} wih NYY STEAK MANHATTAN, LLG (“NYY STEAIC”}, ("Owner") to perform contracting services in connection with the construction of NYY STEAK, at a site located at 7 West 51% Street, New York, New York 10620 {"Project"]; and WHEREAS, the Owner has also retained the services of SOSH, to provide licensed architectural and consulting engineering services in connection with the Project (collectively, the "Architect"); and WHEREAS, Construction Manager, subject lo Owner's approval, has awarded this Subcontract ("Subcontract or "Contract") as hereinafter defined, to the Subcontractor and the Subcontractor has agreed to enler into this Subcontract, and to perform the Work required or described herein or reasonably inferable from the Contract Documents in order to achieve the intended results; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the Subcontractor and the Construction Manager agree as follows: ARTICLE 1: Subcontract Price: Scope of the Work 1d Subject to all of the terms and conditions herein contained, Subcontractor shall receive the total Contract Price of .NIINE HUNDRED Ninety THOUSAND. dollars {$990,000.66} (the "Contract Price") (which price is firm, not subject to escalation, and includes all applicable federal, state and municipal taxes now or hereafter enacted) for the full and faithful performance and completion of all of its obligations uncer this Contract, including but not limited fo the perfermance and completion of all requirements of the Contract Documents, as hereinafter defined, all Jabor necessary ta complete such construction, all materials and equipment (whether for temporary or permanent use] incorporated or to be incorporated in such construction, all tools, equipment, supplies, superintendence, insurance, bonds, taxes and all other services and facilities necessary fo complete and perform the following (the "Work"): Furnish and Install Kitchen Equipment Work. See Attached Scope of Work ~ “Exhibit C.” REV.S2113 2 Initial Below:__ Plaza Construction Subcontractor 4 SR ee wv1.2 The Work shall include; without limitation, the preparation, delivery and installation or eraction, as the case may be, of materials and machinery, scaffolding, tools, equipment and afl iransportation cartage, icading and hoisting, patterns, models, surveys, field measurements or olher measurements, shop drawings, temporary light and heat (unless otherwise provided by Construction Manager), protection of work and labor from winter conditions, safely requirements, contributions to union funds and benefits, payment of royalties, and all temporary relocations and construction. Without limiting the foregoing or the provisions of the General Conditions, any Work shown on.drawings and not mentioned in specifications, or described in specifications and not shown on drawings, or included in the attached Scope of Work and not included in aither the drawings or the specifications, shall be included in the Work, The Subcontractor shall faithfully and diligently undertake and complete the Work to comply in every respect with this Subcontract and the other Contract Documents. : 1.3 For purposes of this Contract, the "Contract Documents" shail consist of: {a} This Trade Subcontract. {b) General Conditions annexed hereto as Exhibit A. {ce} Listing of Plans and Specifications annexed hereto as Exhibit B. {d) Subcontractor's Scope of Work annexed hereto as Exhibit C. fe] Progress Schedule annexed hereto as Exhibit D. (] Insurance Requirements annexed hereto as Exhibit E. [g)_ Subconiractor's Payment/Performance Bonds annexed hereto as Exhibit F {if requested by Construction Manager}. th} = Wage Rates / Unit Prices annexed hereto as Exhibit G. {) Alternate Prices annexed hereto as Exhibit H. () Project Site Safety Program annexed hareto as Exhibit 1. (k) Shop Drawings and other submittals as, and to the extent, approved by the Architect. ARTICLE 2: Cerigin Obligations of the Subcontracter 24 The Subcontractor affirms that i has visited the site and has become familiar with all conditions at the site. Without limiting any other provision hereof, the Subcontractor shall perform the Work and its obligations under this Contract in accordance with and subject to each of the provisions of the Contract Documents to the fullest extent that each such provision is applicable to the Work. In the event of any inconsistency between or among the terms and conditions of the Contract Documents, the more restrictive provision or the greater quantity, as applied to the Subcontractor, shall govern, 22 The Subcontractor shall undertake and complete the Work under the direction and supervision of and to the entire satisfaction of, the Conslruction Manager, the Architect, and the Owner, The Construction Manager shal! provide the Subconiractor with one set of drawings and specifications for the Work. Additional copies of drawings and specifications will be provided at the Subcontracior's expense. At the Subcontractor's expense {unless otherwise specifically provided], the Architect shall provide such additional drawings, details and explanations as may be necessary te detail and illustrate the Work, and the Subcontractor shall conform to and abide by any such drawings, details and explanations. 2.3 The Subcontractor, if if subcontracts any part of the Work, shall enter into agreements substantially similar to this Contract with each such subcontractor and shell require that each such subcontractor read ane expressly agree in writing: (i) to be bound by all provisions of the Contract Documents REVS21.13 3 Inifial Bolow,__Plazs Cpnstruction Subcontractor - i Qo. Letapplicable to its Work, including but not limited to the peyment provisions stated herein; fii} to provide indemnity fo the Owner, Construction Manager and Architect as provided in the General Conditions; and {iti) to name the Owner, Construction Manager and Architect as Additional Insured under Subcontractors general liability policy and provide Cerlificates of Insurance to that effect and otherwise feasonably satisfactory to Construction Manager. 2.4 Subcontractor, and its subsubcontractors of cny ter, shall atiend coordination meetings as and when scheduled by Construction Manager and shall participate {or prepare if required elsewhere herein} and cooperate in the preparation of composite drawings detailing the interrelationship of the various components of Subcontractor's work with the work to be performed by athers. ARTICLE 3: Terms of Payment 3.1 If the Subcontractor is making satisfactory progress with the Work {in the Construction Manager's reasonable opinion}, is not in default under this Contract or under any other Contract Document, is in compliance with all the documentation requirements by this Contract and as stated below, the Construction Manager shalt pay the Subcontractor the ‘proportionaie amount of the funds received from the Owner for approved Werk and materials within seven (7) doys after receipt of funds from the Owner, Construction Manager will, subject to the General Conditions and Section 3.2 below, make monthly payments fo the Subcontractor equal to ninety (90%), percent of the value of Work properly performed during such month. Subcontractor agrees to look solely fo such funds received by Construction Manager from Owner or to the Owner directly for payments due hereunder. Subcontractor acknowledges and agrees that in the event payment is not made to Construction Manager for any reason, including but not limited to default by the Owner, or delays in processing Owner's financing for the Project, Subcontractor shall net be entitled to payment from Construction Manager until such time as Construction Manager shall in good faith have exhausted all legal remedies to enforce such payment from Owner without, in any fashion limiting, impairing Subcontractor's lien rights under applicable law. Relention shall be paid to the Subcontractor in accordance with the General Conditions as and when released by Owner, less any amounts applied to cure any default by Subcontractor under this Contract. 3.2 In order to, receive any payment for the Work, the Subcontractor must comply with the terms and conditions of the Contract Documents and must furnish with each Application for Payment the following documentation or such other-information as may be required’ by Construction Manager or Owner. a. partial waivers of liens from Subcontractor, its Sub-Subcontractors and materialmen; b. an affidavit warranting that all Work for which payments have been previously made by Construction Manager are free and clear of liens, claims, security interests or encumbrances; c. evidence of equipment purchases, rentals and other detailed support as the Construction Manager may reasonably require; d. evidence of stored material (if any} including but not limited to: i. a bill of sale and other documentation satisfactory, in form and substance to Consiruction Manager, Owner (and Qwner’s Lender]. ii. a written list identifying each location where materials are stored off the Project site and the value of materials at each lecation. iii. evidence that Subcontractor has procured insurance satisfactory to the Construction Manager and Owner for materials stored off the Project site in an amount not fess than the full replacement value thereof; and . e. evidence to support the reasonableness of the Schedule of Vaiues. REV.I21.15 4 Initial Below: Plaza Construction __ Subcontractor ty fr aan. Le Fp3.3 a. Notwithstanding anything to the contrary in this Contract or the existence of any performance or labor or material payment bond, the Construction Manager is hereby empowered to withhold from the Subconiractor.an amount, equal in the opinion of the Construction Manager to the amounts necessary to complete the entire Work, {or any part thereo!), necessary to compensate Construction Manager for any unexcused delay on the part of Subcontractor, or necessary fo poy and fully discharge any claims or liens arising out of the Work performed under this Contract that may arise ond be unpaid, for which, if established, the Construction Manager or the Owner may become liable. If any such obligations, claims or liens exceed the amount of the Contract Price then unpaid, or arise after the full Contract Price has been paid or otherwise sdlisfied in aecordance with and subject to the terms and conditions hereof, the Subcontractor, immediately upon demand, shall pay fo the Construction Manager or Owner, as the case may be, all monies that the Construction Manager or Owner may have paid or become obligated to pay to discharge such obligations, fiens or claims with respect to the Project. In addition, Construction Manager may withhold payment due to the: i. unsatisfactory or disputed job progress; i. defective work not remedied; iti, failure to-carry out the Work in accordance with the Contract Documents; iv. failure of the Subcontractor to make timely payments for labor including collectively bargained fringe benefit contributions, payroll taxes and insurance; y. damage to Construction Manager, Owner or another subconiractor or material supplier; vi reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Price; vii, reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid balance would not be adequaie to cover the cost of damages for the anticipated delay; viii, third party claims or liens filed. or reasonable evidence indicating probable filing of claims or liens, unless security acceplable fo the Owner is provided by the Construction Manager; : ix. Subcontractor's failure fo furnish any information required by the Contract Documents; x. failure to provide evidence that Subcontractor’s insurance is in effect in accordance with this Contract; xi failure of Subcontractor fo make timely payments to its Sub-Subcontractors and material suppliers; : xii. erroneous estimates by Subcontractor of the value of the Work performad; or xiii, material safety violations by the Subcontractor or violations of other legal requirements. b, Subcontractor shall be responsible for making payment to its Sub-Subcontractors and materialmen within seven (7) days of receipt of payment from Construction Manager, and shall (upon request) provide evidence lo Construction Manager of such paymenis. 34 The Subcontractor exprassly agrees that the Contract Price includes {a} all Work provided for in the drawings and specifications, together with all work reasonably inferable therefrom, and {b} ail increases in cost, foreseen or unforeseen, including, without limiting the generality of the foregoing, foxes, REVS2L13 5 Initia! Belowe__Plaza Construction _ Subeontrector Qemy Lee Vvlabor and materials, the cast of all of which is to be borne solely by the Subcontractor. All loss or damage arising from any of the Work threugh unforeseen or unusual obstructions, difficulties or delays which may be encountered in the prosecution of same or through the action of the elements shall be borne by the Subcontractor, fi is mutually agreed between the parties herete that no payrent made under this Contract shall be conclusive evidence of the performance of this Contract by Subcontractor, either wholly or in part, nor shall it be construed to be an acceptance of defective Work or materials, or an approvel of any of the items in any requisitions made or invoice rendered. All invoices or requests for payments must be presented in writing in such form as may be required by Construction Manager. Provided payments are made to Subcontractor as provided fer hereunder, Subcontractor shall pay all costs necessary for the completion of the Work in accordance with the Contract Documents. 3.5 Subcontractor shall use the sums advanced to it pursuant to this Article 3 ‘solely for the purpose of performance of the Work and the construction, furnishing, and equipping of the Project in cecordance with the Contract Documents. Any and all funds paid to Subconiractor hereunder are hereby declared to conslitute trust funds in the hands of Subcontractor, to be applied before application to any other purpose fo the payment of: (a} claims of subcontractors, sub-laborers, materlalmen or other entities performing work and employed by Subcontractor, (b) to claims for utilities furnished and taxes imposed, and fo the payment of premiums on surety bonds and other bonds filed and premiums on insurance aceruing during the consiruction of the Work, and {c} any indemnity obligations of Subcontractor hereunder. 3.6 in the event changes or extras fo this Contract are authorized pursuant to the General Conditions annexed hereto, Subcontractor shall be entitled to no more than fifteen percent (15%) to cover overhead, supervision, small tools and profit, ARTICLE 4: Scheduling Concurrent with the execution of this Subcontract, the Subcontractor shall give the Construction Manager a proposed detailed time and manpower schedule, providing for completion of the Work within the fime provided for on the Progress Schedule annexed hereto as Exhibit D, which, in the Subconiractor's reasonable opinion, is adequate and sufficient to allow completion of the Project by the date specified by Construction Manager, taking into account the work of all other subcontractors necessary to complete the Project, At the Construction Manager's request, Subcontracior shall revise the schedule approved by the Construction Manager in accordance wilh the fime and place requirements of the Project as reasonably determined by Construction Manager in its sole and absolute discretion. The Construction Manager shall use the above referenced schedule in preparing an integrated Progress Schedule: for the Project listing the sequence and dates for completion of the various segments of the Work. The Subcontractor shall complete the Work in accordance with the Progress Schedule, including any revisions thereto provided by Construction Manager. The Construction Manager exclusively shall control scheduling, including the periodic updating thereof, if any, and the Subcontractor shall comply therewith. The Construction Manager shall have the right fo schedule other work at the same time and in the same creas us the Subcontracior's Work, The Subcontractor shall coordinate its Work with any other subcontractors! work in such manner as the Construction Manager may direct to avoid conflict or interference with such work of others, shall participate in the preparation of coordinated drawings of congested areas and shall conform the Work to the work of other subcontractors to prevent discrepancies (and to avoid unnecessary cutling or paiching) with contiguous work. At its sole discretion, the Construction Manager may schedule Work during a lime of, and from time to time during, winter conditions, The determination of when winter conditions exist shall rest exclusively wilh the, Construction Manager. ARTICLE 5: Progress 5.1 The Subcontractor shall keep itself informed at all times of the progress of the Work, and of the progress of others whose work may affect, or who may be affected by, its progress. At the Construction Manager's request, the Subcontractor shall inform the Consiruction Manager about materials on hand, progress made in the manufacturing and fabricating of materials for the Work, or any other matters relating to the condition er progress of the Work, The Construction Manager, Owner's representatives and the Architect RBVS.21.13 6 Initial Below;__Plaza Construction Subcontractorat all times shall have free access to the office, shops and yards of the Subcontractor to verify any information about the Work given by the Subcontractor. 5.2 The Subcontractor, upon iwenty-four (24) hours nofice, in person or by duly authorized representative having power to act and acceptable to Construction Manager, shall attend, af its own expense, ail meetings or conferences that the Owner, Architect or Construction Manager may call, at the building site or elsewhere, for the purpose of discussing progress of the Work, safety at the site, or ways te expedite the completion of the Project. . ARTICLE 6: Timing TIME 1S OF THE ESSENCE IN THE PERFORMANCE OF THIS CONTRACT. The Construction Manager and/or the Owner may sustain financial loss if the whole Project or any part thereof is delayed because the Subcontractor fails to perform any part of the Work in accordance with the Contract Documents, or the milestone dates and Substantial and Final Completion dates set forth on the Progress Schedule annexed hereto, as same may be modified from time to time. The Subcontractor shall begin the Work at the time directed by the Construction Manager and shall perform its obligations under this Contract with diligence and with sufficient manpower to maintain the progress of the Work as scheduled, without delaying other trades or creas of work. At the request of the Construction Manager, the Subcontractor shall perform certain parts of the Work before other parts, add exira manpower, or, orcler overtime labor. in order fo comply with the Progress Scheclule, all without any increase in the Contract Price {unless otherwise specifically provided in the Scope of Work). ARTICLE 7: Bonds At the request of the Constructian Manager, the Subcontractor shal! furnish a performance bond and a labor and maierial payment bond within five (5) days after execution of this Contract, at its own expense. Such bonds shall be with a corporate surety [licensed in the State in which the Project is located and] acceptable fo the Construction Manager, in the amount of the Contract Price and shall name Construction Manager and the Owner as co-obligees. Such borids shall include provisions to the effect that the Subcontractor shall faithfully, promplly and with due diligence {i} perform all of the terms and provisions of this Contract on its part to be performed, {ii} pay all of the Suocontractor's obligations to its employees, agents, cll subcontractors, malerialmen, suppliers and others relating to the Work, and {ili} complete the various portions of the Work in accordance with the terms of the Contract Documents, and such bonds shall otherwise be in form and substance mutually satisfactory to the Construction Manager ancl Owner. To the extent, if any, that the Contract Price is increased in accordance with the Contract Documents, Subcontractor shall, upon request of Construction Manager, ccuse the amount of such bends to be increased accordingly and shail promptly deliver satisfactory evidence of such increase 10 Consiruction Manager, The Bonds shall further provide that ao change te or alteration of this Contract {including without limitation, an increase in the Contract Price, as aforesaid}, extensions of time, change orders, premalure payment-or overpayment fo the Subcontracior, will release the surety. The Construction Manager may in its sole discretion utilize a default insurance program in lieu of requiring Performance and Payment Bonds, In such a case, the Subcontractor acknowledges and agrees that the Construction Manager may assign any or all of its rights under this Agreement to the default insurance carrier. . ARTICLE 8: Subcontracts and Purchase Orders Within five (5) days of the award of this Contract, or such earlier time as the Construction Manager may direct, the Subcontractor shall provide to the Construction Manager a complete fist of all its subcontractors and suppliers for all parts of the Wark for Construction Manager's approval. The Subcontractor shall notify the Construction Manager in writing of any proposed changes in its subcontractors or suppliers not less then five (5) days prior to such change, which notice shall specify the reasons for such proposed change. Without limiting, diminishing or otherwise affeciing Subcontractor's obligations hereunder, any such change shall be subject lo the approval of Construction Manager, which approval shall not be unreasonably withheld or delayed. Subcontractor shall ensure that all of its subcontractors, vendors and suppliers are bound by the General Conditions and Progress Schedule annexed herefo. REVS5.2L13 7 Initial Betow:__Plaza Gapstruction Subcontractor mn t ry 5 1 MtARTICLE 9: Certain Warranties and Guarantees 9) Promplly upon completion of the Work, and as a condition precedent to final payment, the Subcontractor shall assign and deliver to the Owner (through the Construction Manager] all guarantees from third parties for materials, equipment and labor incorporated into or used in connection with the Work, 9.2 The. Subcontractor warrants that all materials and equipment furnished under this Contract will be new, unless otherwise specified, and thal all Work will be of good quality, free from improper workmanship and defective materials and in conformance with the Contract Documents. 9.3 Without limitation of the foregoing or any other obligation of Subcontractor provided for in the Contract Documents, immediately upon the Construction Manager's demand, the Subcontractor, at ils own expense, shall repair, replace, restore or rebuild, at the Construction Manager's option, any Work in which defects in materials or workmanship ‘may appear, or which is otherwise not in conformance with the other warranties of Subcontractor hereunder. 9A The existence of the foregoing warranties and undertakings by Subcontractor shall not relieve the Subcontractor of, or reduce the Subconiracior's liability for, latent defects and shall be in addition to all of the Construction Manager's and Owner's other rights and remedies hereunder, uncler any other Contract _ Document or under lew, and to any other guaranties or warranties, whether express or implied. ARTICLE 10: insurance 10.1 The Subcontractor, ot its own expense, shall obtain and submit to the Construction Manager, before undertaking any part of the Work, policies and certificates with receipts for the payment of premiums from the Subconiractor’s insurance carriers indicating coverage fram companies, in amounls and on such other terms as provided for hereinafter and in the "Insurance Schedlule" attached to this Agreement as Exhibit E. Any "deductible" with respect to, such coverage shall be submitted io, and approved in writing by, Construction Manager, provided that any costs or damages not covered dve to the approved deductible shall be borne solely by Subcontractor. All such insurance shall be maintained by Subcontractor, at its expense, until the Work has been completed and all obligations of Subcontractor under the Contract Documents have been satisfied. Any policy of insurance covering the Sybcontractor's tools, equipment or facilities against loss of physical damage, shall provide for a complete waiver of subrogation against the Construction Manager, the Owner, and their respective members, officers, directors, employees, agents and servants. 10.2 All policies required of Subcontractor hereunder shall provide for notice to the Construction Manager thirty (30)' days before any change in or cancellation of such insurance, and shall otherwise be acceptable to the Construction Manager. Upon request, the Subcontractor shall furnish the Construction Manager with evidence of insurance satisfactory to the Construction Manager for each subcontractor employed by it, The insurance required herein shall in ony event include blanket {broad form] contractual liability insurance. The existence of insurance shall net be construed to limit the Subconiractor's liability under this Contract. 10.3 The Subcontractor hereby waives all rights which arise by subrogation or otherwise that it may have agains! the Owner or Construction Manager far damages caused by fire or other perils covered by insurance referred fo in this Article 10 or in the Insurance Schedule, . ARTICLE 11: Default and Termination 1 Any one or more of the following shall constitute an event of default by the Subcontractor: A. The Subcontractor shall fail or refuse to perform the Work or comply with any term, condition or provision of this Contract or of any of the other Contract Decuments. REVS21.13 | 8 Initial Below: Plaza Construction Subsontractor rp | ORE, We‘The Subcontractor shall fail or refuse to pay any of iis subcontractors, suppliers or workers for any materials, fabor or other things incorporated into, or used in connection with the Work when such payments are due; provided, however, that if the Subcontractor disputes the amount due fo a worker, subcontractor of supplier, and the Subcontractor, within two (2) days of the due daie of such payment, of its own expense, posts a bond for the disputed payment in amount and form satisfactory to the Construction Manager as security fer such payments, then such non-payment shall not constitute an event of default hereunder. The Subcontractor shall abandon the Work or reduce its tabor force to a number insufficient, in the Consiruction Manager's opinion, to complete the Work within the scheduled time. Without limitation of the foregoing, any of the events described in the General Conditions as an event of default shall occur, 11.2 If any event of default described in Section 11.1 above occurs, then the Construction Manager, at its option, at any time may: A Order the Subcontractor immediately to comply with any term, condition or provision of this Contract or such other Contract Document; Order the Subcontractor, within a specified time, to remove any defective work or materials and to replace such work or materials with satisfactory work or materials; Accept any defective work or materials and reduce the Contract Price accordingly; Perform or arrange fo have performed any of Subcontractor's duties or obligations hereunder; Make any payments fo satisfy the Subcontractor's obligations relating to the Work for labor, materials, equipment, or insurance or other items; Refuse to make any payments fo the Subcontractor for Work performed until the event of default is cured to the satisfaction of Construction Manager; and/or Upon three (3] days" written notice to the Subcontractor, terminate in whole of in part this Contract on behalf of Owner and take possession of all materials, tools, equipment and appliances of the Subcontractor and cause all the Work to be finished by whatever means, method or agency which the Construction Manager, in its sole discretion, may choose and take any other steps ihe Construction * Manager, in ifs sole discretion, may choose fo secure any labor, materials, equipment and services and, in any event, the Owner shall have a lien on and may take over all Subcontractor’s equipment, tools, appliances and materials (whether on or offsite} and complete the Work; provided, however, that if the default involves any breach of safety laws, regulations or requirements, only one (1) day's written notice shall be required. if the Construction Manager terminates this Contract on behalf of Owner, as aforesaid, the Construction Manager (to the extent provided herein) and the Owner shall have no obligation lo pay for any Work petformed after such termination, and will have no obligation to make any further payments to the Subcontractor for Work performed before such termination until the Project has been completed, accepted by the Owner, the Construction Manager has received full payment for the Project from the Qwner, and the Construction Manager determines to its complete satisfaction that potentict expenses, charges and claims relating to the performance of the Work have been satisfied or satisfactorily bonded over. Such payments to the Subcontractor shall in any event be reduced by all amounis due the Ovmer or the Consiruction Manager under the terms of this Contract, 11.3 The Construction Manager's choice of any remedy shall not operate to waive any other rights or remedies of Construction Manager or Owner provided hereunder, or by law, against the REVS21.13 9 Iwitiat Below: Plaza — Subcontractor mom | i ba i i 3 iSubcontractor or its surety. The Construction Manager, at his option, may choose more than one remedy or choose one of more particular remedies at different times. W4 In the event of a Subcontractor default, the Subcontractor shall pay, immediately upon demand therefor, all costs, losses, damages and expenses, including, without limitation, all cdministrotive, management, overhead and other direct or indirect expenses, including resonable attorneys’ fees (collectively, ihe "Costs"} incurred by the Construction Manager or Owner in connection with and as a result of any default by Subcontractor or.the exercise of any right or remedy upon Subconlractor's default. If the Subcontractor doas not pay the Costs immediately, ihe Construction Manager niay withhold and deduct all Cosis from any payments of the Contract Price. If payments due to the Subcontractor for completed portions of the Work are not sufficient to cover the Costs, the Subcontractor immediately shall pay to Construction Manager the full amount of any such excess with interest thereon at the maximum interest rale permitted by law. The liability of the Subcontractor hereunder shall extend to ond include the full amount of Costs incurred and obligations assumed by the Construction Manager or Owner in good faith under the reasonaible belief that such Costs or obligations were necessary or required, whether actually necessary or required or not, (i) in protecting and completing the Work and providing labor, materials, equipment, supplies and other items in connection therewith or in re-contracting the Work, and (ii) in setilement, discharge or compromise of any claims, demands, suits and judgments pertaining to or arising out of Work. An itemized statement of such obligations and payments shall be prima facie evidence of the Subcontractor's liability, 115 This ‘Agreement may be jerminated by the Construction Manager without cause upon ten (10} days prior written notice. In the event of such lermination, Subcontractor shall be reimbursed such amount as shall be due the Subcontractor for (1} that poriion of the Work satisfactorily performed prior to the effective date of termination, and (2} reasonable costs direcly incurred {but specifically excluding lost overhead, profits and consequential damages or other lost opportunity costs) as a direct result of such termination. ARTICLE 12: No Waiver Except in Writing No action or failure to act by the Construction Manager shall constitute a waiver of any default in that or any other instance, except fo the extent the Construciion Manager specifically states in writing. ARTICLE 13: Assignments 13.1 The Subcontractor shall not assign this Contract, in whole or in part, or hypothecate, pledge or assign any payments due it under this Contract, without the Construction Manager's prior written approval, Any such attempted unauthorized assignment shall be null and void. In any event, no subcontract or approved assignment shall relieve or release in any way the Subcontractor from its obligations hereunder or under the other Contract Documents. 13.2 This Agreement may, upon written notice, be assigned to another entity designated by the Construction Manager without the need for any action by the Construction Manager or approval by Subcontractor and in such event the Subcontractor agrees fo and shall continue to be bound by this Agreement, and, in the event ‘of such an assignment, Subcontractor shall continue to look solely to the Owner for payment and performance hereunder. ARTICLE 14: Merger All previous date orders, proposals, letters, -oral or written promises and understandings relating to the subject matter of this Contract, are hereby declared to be null and void. This Contract is complete and shall not be interpreted by any reference fo any previous letier, proposal, document or understanding, written or oral, or other document or agreement, except as specifically provided in this Contract. ARTICLE 15: Amendments No amendments to this Contract shall change or modify this Contract unless in writing and signed by both the Construction Manager and the Subcontractor. REVS.2L13 10 Initial Below;__ Plaza ape Subeontractor f Qom. Lia weARTICLE 16: Captions The captions to the provisions of this Contract are for convenience only and are not a part of this Contract, ARTICLE 17: Notices Any notice required to be given by the terms and provisions of this Contract or by ony law or governmental regulation, either by the Construction Manager or Subcontractor for which either parly may desire to give hereunder}, shall be in writing and shall be personally delivered or forwarded by overnight express mail or registered or certified mail, reium recaipt requested, and shall be oddrassed to the party hereto fo whom diracted, at ils address, as herain stated fo the attention of MicHagt J, GABBAY for Construction Manager and CHUCK SPERRY for the Subcontractor, Either party may change the address to which any notice refered to herein is to be sent by giving written notice of such change of address to the other party in the manner provided above. Nolice personally delivered pursuant to this Article 17 shall be effective on the date of delivery. Nolice given by maif shall be effective on the date of receipt appearing on the return receipt, or, in the absence of o return receipt, the date of attempted delivery. ARTICLE 18: Miscellaneous Each of the Exhibits attached hereto is hereby made a part hereof, {f any provision of this Contract, or the dpplicction thereof to any person or situation, fo any extent shall be held invalid or unenforceable, the remainder of said Contract, and the application of such provision lo persons ot situations other than those to whieh it shall have been held invalid or unenforceable, shal not be affected thereby, but shall continue valid and enforceable to the fullest extent permitted by law. All provisions af this Agreement which, by their terms require performance by either party hereto affer termination of this Contract shall survive any such termination, ARTICLE 19: No Third Party Beneficiary Except as otherwise provided herein, no provision of this Contract shell in any way inure to the benefit of any third party {including the public at large} so as fo conslihute any such person a third party beneficiary of this Contract or of any one or more of the terms hereof or otherwise give rise lo any cause of action in any person not a party hereto. REVS.21I3 u nial Below: _ Plaza ConffteuctionmM he IN WITNESS WHEREOE, the parties hereto have executed this Contract as of the doy and yeer first above written. CONSTRUCTION MANAGER: PLAZA CONSTRUCTION CORP. . W\0o.—— By: MAA Micha: 1! ecutive Vice ides Print Name & Title SUBCONTRACTOR: Baring industries, Inc Nevada Corporation By: Chba£. dy CHAR LIES &) SPap Ey PrintName & Tile PREST PENT 6) 20)13 REVS.2113 ww Initial Below: a SubcontractorIN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first above written. CONSTRUCTION MANAGER: SUBCONTRACTOR: REVAL PLAZA CONSTRUCTION CORP, By: A) Wen Michael J. Gabboy, Executive Vice President Print Name & Tite Baring Industries, inc. a Nevada Corporation yp Chabt aprons CHARLES Speke _ Print Name & Title PRESIDE Ny7 6o/3-0 J 13 n Initial Below: Plaza Cofsuetion __Suboomtegetor Ceo. NYIN WITNESS WHEREOF, the parties hereto have executed this Contract as of the day and year first above written. CONSTRUCTION MANAGER: SUBCONTRACTOR: RAV F213 PLAZA CONSTRUCTION CORP, a afd — WT Michael J. Gabboy, Executive Vice Prasident Print Name & Title Baring Industries, Inc. a Nevada Corporation By: Chrte aegis CHarres 8, sPebey Print Name & Tile PREST DENT G/aof 3 12 nitial Below: Plaza cafhwcton Suboonitacter Cea Ga mn REVS52113 LIST OF EXHIBITS TO TRADE SUBCONTRACT AND GENERAL CONDITIONS General Conditions Plans and Specifications Scope of Work Progress Schedule Insurance Schedule” Performance and Payment Bonds Wage Rates / Unit Prices Alternate Prices Project Site Safety Program 3 Initial Below; _ Plaza Cefistruction Subcontractor: 1 A, Qa Ls MG poPLAZA CONSTRUCTION EXHIBIT “A” GENERAL CONDITIONS Initial Below:INDEX ARTICLE 1. The Work. ARTICLE 2. Subcontractor's Contract Documents wd ARTICLE 2. The Architect .......6.. wed ARTICLE 4, Hazardous Material ARTICLE 5. Subcontractor's Responsibilities ARTICLE 6. Legal Obligations ARTICLE 7. Testing & Inspection... ARTICLE 8. Guarantees ....... ARTICLE 9. indemnification and Insurance. ARTICLE 10. Administration and Supervision of the Work ARTICLE 11. Shop Drawings and Samples v.00 ARTICLE 12. Construction Practices al the Site ARTICLE 13, Correction of Work ARTICLE 14. Acceptance of the Work «0.0... ARTICLE 15. ARTICLE 14, Change Orders and Claims for Extra Cost or Time Extensions .... ARTICLE 17. Fast Track/Time Extension Delays ARTICLE 18. ARTICLE 19. Cooperation With Lender ARTICLE 20. Captions ARTICLE 21. Confidentiality or Proprietary Information, vs... GEN.COND CM. Revised $21.13. 2 Iiniel Below: Plaza fe SubeorARTICLE 1: The Work A. The term "Work" includes the furnishing of labor or material undertaken by the Subcontractor pursuant fo the Coniract Documents Work includes, unless specifically excepted, the furnishing of al material, labor, equipment, supplies, plant tools, scaffolding, transportation, superintendence, temporary construction of every nature, contributions fo union funds ond benefits, insurance, taxes and all other services and facilities necessary for the full performance and completion of the requirements of the Contract Documents. Work also means that which is produced, constructed or built pursuant to or reasonably inferable from the Contract Documents. The Work shall include the obligation of ony Subcontractor who bids to perform any portion of the Work to visit the site of the proposed Work, fully acquaint and familiarize himself with the conditions as they exist and the character of the operations fo be carried on under the proposed Contraci, and make such investigation os he may see fit so that he shall fully understand the facilities, physical conditions and restrictions attending the Work under ihe Contract. Each such Subcontractor shall also thoroughly exemine and become familiar with the drawings, specifications and associated bid documents and by execution of this Contract accepts them as sufficiently complete to properly perform the specified Work at the Contract Price. ARTICLE 2: Subcontractor's Contract Documents A. The Contract Documents are complementary and are intended to include or imply all items required for the proper execution and completion of the Work. Any item of Work mentioned in the specifications and nol shown on the drawings, or shown on the drawings and not mentioned in the specifications, shall be provided by the Subcontractor as if shown or mentioned in both, The drawings and specifications are. "scope" documents which indicate the general scope of the Project in terms of the architectural design concept, the dimensions of the buildingls) or other improvements, the type of structural, mechanical, electrical and utility systems and an outline of major architectural elemenis of construction. As "scope" documents the drawings and specifications do not necessarily indicate or describe all Work requited for the full performance and complefion of the Work. Contracts and agreements for materia! will be let on the basis of such documents with the understanding that the Subcontractors and materialmen are fo furnish all-items required for proper completion of the Work without adjusiment to Contract Price, tt is intended that the Work be of sound and quality construction and the Subcontraciors shall be responsible for the inclusion of adequate amounts to cover installation of items indicated, described or implied in the portion of the Work to be performed by them. Subsequent drawings and specifications may be issued for purposes of construction, which will more completely detail all requirements of the Work, Generally, the specifications describe Work which cannot be readily indicated on the drawings and indicate types, qualifies and methods of installation of the various materials and equipment required for the Work, It is not intended to mention every item of Work in the specifications which can be adequately shown on the drawings nor to show on the drawings all items of Work described or required by the specifications even if they are such nalure thet they could have been shown thereon. All materials or labor for Work, which is shown on the drawings or fs reasonably inferable therefrom as being necessary to produce a finished job shall be provided by the respective Subcontractors whether or nat the Work is expressly covered in the specifications. In the event there is a discrepancy between the various Contract Documents, the document imposing the greater duty or greater quantity shall control. if the difference is between the requirements of the drawings ot specifications or differences within the drawings or the specifications themselves, then GEN.COND C.M.. Revised 5.21.13 3 Initicl Below: Plaza Constgiction Subcontractor » | Grithey shall be submitted to the Construction Manager who shall bring the same to the aitention of Architect who, in Consultation with Owner, shall decide which of the conflicting requirements shall govern and the Subcontractor doing such Work shall perform the Work in accordance with such decision and without any change in his Contract Price. Any Work performed by Subcontractor relating to any such differences prior to resolution as herein provided shall be performed at Subcontractors sole risk, cost and expense. All the Contract Documents shall be read together as complementary and rights and obligations thereunder shall be deemed cumulative. Included in the Scope of Work and this Contract is the complete coordination of this Work with the Work of other irades and the complete integration of the various systems furnished and installed as part of this Contract with the systems provided by others. As part of the coordination procedure this Subcontractor shall attend meetings as required by the Architect and Construction Manager and provide information for review by other trade contractors, as well as review information provided by others which coordination shall be dene In such a manner as to be expeditious and in no way causing delay to other trades or the Project in general. Coordination and integration of systems and/or equipment will also include the development of composite drawings, and includes but is not limited to, the following: (o] Location and/or relocation of equipment with the confines of a given space or geniera! area prior to i ion fo maximize accessibility, serviceability and improve operation as well as resolve conflicis between trades. [b} Provide adequate qualified personnel to install check out and/or verify operation of equipment and/or systems, which require the involvement of the Subcontractor as defined in the Contract Documents. This includes testing by representatives of the Engineers, Architects or Owner's Agents. . {c]_ Provide all necessary preparatory Work to permit attachment, connection and/or inlegration of any kind for and/or with the Work of other irades. No additional casts will be accepted for any relocations or equipment or appurtenances dus io conflicts with existing or new systems, ‘ lt is understood and agreed that refinement and detailing will be accomplished from time to time with respect to the plans and specifications, No adjustment shall be made to the Contract Price or lime for completion of the Work unless such refinement or detailing results in changes in the scape of quality, function and/or intent of the plans and specifications not reasonably inferable or anticipatable by a frade contractor of Subcontractos's expertise and experience, ARTICLE 3: The Architect A The Architect shall be one of the Owner's representatives during the construction period and he shall review the Work in progress on behalf.of the Owner. The Architect will not be responsible for construction means, metheds, techniques, sequences or procedures or for safety precautions and programs in connection with the Work and he will not be responsible for any Subcontractor's failure to carry out the Wark in accordance with the Contract Documents. The Architect shall be the interpreter of the drawings and specifications. In the event of dispute, the Architect shall side with none of Owner, the Construction Manager or the Subcontractors, and the Architect shall cls render a decision as to the items to be included within the scope of. the Work, which decision is advisory only, GEN.COND C.M., Revised $.2U13 4 Inifict Below: Plaza Constryfilon SubcontractorM. The Architect shall furnish with reasonable promptness, additianal instructions by means of drawings or otherwise necessary for the proper execution of the Work, All such instructions shall be consistent with the Coniract Documents, or approved modifications, or developments thereof and inferable therefrom. The Work shall be executed in conformity therewith and the Subcontractors shall do ne Work without approved drawin