Preview
FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020
NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021
EXHIBIT H
FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020
NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021
19 9 7 E D I T I O N
AIA D OC U M E N T A401-1997
Standard Form of Agreement Between Contractor and Subcontractor
This document has impor-
tant legal consequences.
A G R E E M E N T máde as of the 2 5TH day of APRIL
consultation with an
m the year 2 01 9 .
(In words, indicafe day, month and year) attomey is encouraged with
respect to its
completion or modification. ·
B E T W E E N the Contractor: ARRIC CORPORATION
(Name, address and other hf :±:::) 50 33 TRANSIT RD.
DEPEW, NY 1 4043
This document has been
approved and endorsed
and the Subcontractor: GUARD CONTRACTING CORP.by the American
CONSTRUCTION &
(Name, address and other :±:::) 3755 RIVER RD . Subcontractors Association
NY 1 41 50 and the Associated Specially
TONAWANDA,
Contractors, Inc.
The Contractor has made a contract for construction dated
. . . .
With the Owner: SPRINGVILLE CSD
(Name, address and other hiforishuio;;) 2 67 NEWMAN ST.
SPRINGVILLE, NY 14141
Por the following Project: P-TECH ACADEMY
(include detailed description of Project, location and address) 307 NEWMAN ST.
SPRINGVILLEr NY 14141 .
which Contract is hereinafter referred to as the Prime Contract and which provides for the
furnishing of labor, materials, equipment and services in connection with the construction of
the Project. A copy of the Prime Contract, consisting of the Agreement Between Owner and
Centracter (from which compersation amounts may be deleted) and the other Contract
Documents enumerated therein has been made available to the Subcontractor.
The Architect for the Project is: GORDON JONES ASSOCIATES
5757 MAIN ST. o 7 Ai^®
(rvame, address and other inforination;
AIA DpcUMENTA40M997
WILLIAMSVILLE, NY 1 4 221
CoN1AACTOR-
SUBCONTRACTOR
·AGREEMENT
The Contractor and the Subcontractor agree as followS YbeArnericanInstitute
of Architects
Copyright 1915,1925,1937,1951,1958,1961,1963,1966,1967,1972,1978,1987,C 1997by TheAmericaninstitute of
ah n D 0 92
Architects. Reproductionof the material herein or n½rd:! quotation of its provisionsMthout written ,-±:::a
of the-A(A violates the copyrightlaws of the United Statesand will subjectthe violator to legalprosecution.
WARNING: unlicensedp :xy.,: violatesU.s.copyrightlawsandwill subjecttheviolatorto legalg:n=::=.
I
FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020
NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021
B
ARTICLE 1 THE SUBCONTRACT DOCUMEN TS
1.1 The Subcontract consist of (1) this Agreements (2) the Prime Contract,
Documents
consisting of the Agree1pent between the Owner and Contractor and the other Contract
Documents enumerated therein; (3) Modifications issued subsequent to the execution of the
Agrcchicñt the Owner and Contractor, whether before or after the execution of this
between
Agreement; (4) other documents listed in Article 16 of this Agreement; and (3) Modifications to
this Subcontract issued after execution of this Agreement. These form the Subcontract, and are as
fully a part of the Subcontract as if attached to this Agreement or repeated herein. The
Subcontract represents the entire and integrated agreement between the parties hereto and super-
sedes prior negotiations, representations or agreements, either written or oral. An enumeration of
the Subcontract Documents, other than Modifications issued subsequent to the execution of this
Agreement, appears in Article 16.
1.2 Except to the extent of a conflict with a specific term or condition contained in the
Subcontract Docurderas, the General Conditions governing this Subcontract shall be the edition
of AIA Document A201, General Conditions of the contract for Construction, current as of the
date of this Agreement.
la The Subcontract may be amended or modified only by a Modification. The Subcontract
Documents shall not be construed to create a centractue! re!ctiordip of any kind (1) between the
Architect and the Subcontractor,.(2) between the Owner and the Subcontractor, or (3) between any
persons dr entities other than the Contractor and Subcontractor.
1.4 The Subcontractor shall be furnished copies of the Subcontract Documents upon request,
but the Contractor may charge the Subcontractor for the reasonable cost of reproduction.
ARTICLE 2 MUTUAL RIGHTS AND RESPONSIBILITIES
2.1 The Contractor and shall be mutually
Subcontractor bound by the terms of this
Agreement and, to the extent that the provisions of the edition of AIA Document A201 current as
of the date of this Agreement apply to this Agreement pursuant to Paragraph 1.2 and provisions
of the Prime Contract apply to the Work ofthe Subcontractor, the Contractor shall assume toward
the Subcontractor all obligations and responsibilities that the Owner, under such documents,
assumes toward the Contractor, and the Subcontractor shall assume toward the Contractor all
obligations and responsibilities which the Contractor, under such dommente assumes toward the
Owner and the Architect..The Contractor shall have the benefit of all rights, remedies and redress
against the Subcontractor which the Owner, under such documents, has against the Contractor,
and the Subcontractor shall have the benefit of all rights, remedies and redress against the
Contractor which the Contractor, undersuch documents,has against the Owner,insofar as applic-
able to this Subcontract. Where a provision of such documents is inconsistent with a provision of
this Agreement, this Agreement shall govern.
2.2 The Contractor may require the Subcontractor to enter into agreements with
Sub-subcontractors performing portions of the Work of this Subcontract
by which the ^
Subcontractor are mutua!!y bound, to the extent of the Work to be
and the Sub-subcontractor
performed by the Sub-subcontractor, responsibil-
a=uming toward each other all obligations and
ities which the Cnutractor and Subcontractor assume toward each other and havihg the benefit of
all rights, scracdies and redress each against the other which the Contractor and Subcontractor © 1S$1 ^ I A®
AIA DOCWENT A4oF1997
have by virtue of the provisions of this Agreement.
CONTRACTOR
5UBCoNrRACroR
AGREEMENT
TheAmericanInstitute
of Architects
1735NewYork Avenue, N.W.
Washington,D.C.20006-5292
Unlicensedphe;‡:‡pp::g violatesU.s.copyrightlawsandwill subjecttheviolatorto legatp===:!=.
WARNING:
I .. - .. ...
FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020
NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021
ARTICLE 3 CONTRACTOR
3J SERVICESPROVIDED BY THE CONTRACTOR
3.1.1 The Contractor shall cooperate with the Subcontractor in scheduling and performing the
Contractor's Work to avoid conflicts or interference in the Subcontractor's Work and shall expe-
dite written responses to submittals made by the Subcontractor in accordance with Paragraph 4.1
and Article 5. As soon as practicable a fter execution of this Agreement. the Contractor shall pro-
vide the Subcontractor copies of the Contractor's construction schedule and schedule of submit-
tals, together with such additional scheduling details as will enable the Subcontractor to plan and
perform the Subcontractor's Work properly. The Svbcõraractor shall be notified prornptly of sub-
sequent changes in the construction and submitte! schedules and additice! scheduling details.
3.1.2 The Contractor shall provide suitable areas for storage of the Subcontractor's materials and
equipñÃent during the course of the Work. Additional costs to the Subcontractor resulting from
nslocation of such facilities at the direction of the Contractor, except as previously agreed upon,
shall be reimbursed by the Contractor.
3.1.3 Except as provided in Article w, the Contractor's cquipment will be available to the
Subcontractor only at the Contractor's and on mutually satisfactory terms.
discretion
3.2 COMMUNICATIONS
3.23 The Contractor shall promptly make available to the Subcontractor information, includ-
ing ininrmation received from the Owner, which affects this Subcontract and which becomes
available to the Contractor subsequent to execution of this Subcontract.
3.2.2 The Contractor shall not give instructions or orders directly to the Subcontractor's
employees or to the Subcontractor's Sub-subcontractors or material.suppliers unless such persons
are designated as authorized representatives of the Subcontractor.
3.2.3 The Contractor shall permit the Subcontractor to request directly from the Architect infor-
mation regarding the percentages of completion and the amount certified on account of Work
done by the Subcontractor.
3.2A If hazardous substances of a type of which an erñployer is required by law to notify its
em[iloyees are being used on the site by the Contractor, a subcontracter or anyone directly or indi-
rectly employed by them (other than the Subcontractor), the Contractor shall, prior to harmful
exposure of the Subcontractor's employees to such substance, give written notice of the chemical
compedtion thereof to the Subcontractor in sufficient. detail and time to permit the
Subcontractor's compliance with such laws.
3.2.5 The Contractor shall furnish to the Subcontractor within 30 days after receipt of a written
request,.or earlier if so required
by law, infortnation necessary and relevant for the Subcontractor
to evaluate, give notice of or enforce mechanic's fien rights. Such information shallinclude a cor-
. . rect statement of the record legal title to the property, usually referred to as the site, on which the
Project is located and the Owner's interest therein.
3.2.6 If the Contractor asserts or defends a claim against the Owner which relates to the Work
of the Subcontractor, the Contractor shall make available to the Subcontractor informm inn relat-
ing to that portion of the claim which relates to the Work of the Subcontractor.
Ó 19 97 A I A ®
AIA DOCUMENTA4ol-1997
CONTRACTOR. 3.3 CLAtMS BY THE CONTRACTOR
SUBCONTRACTOR 3.3.1 damages for delay, if provided for in Paragraph 9.3 of this Agreemcat,shall
Liquidated be
AGREEME NT assessed against the Subcontractor only to the extent caused by the Subcontractor or any person
aris-
TheArnerican Institute or entity for whose acts the Subcontractor may be liable, and in no case for delays or causes
of Architects ing outside the scope of this Subcontract.
1735New York Avenue, N.W.
3
Washington, 0.C. 20006-5292
WARNING:unllcensed
pt, ; ;r,gviolatesU.S.copyrightlawsandwill subjectthe violatorto legalprogation.
FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020
NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021
33.2 The Contractor's claims forservices or materials provided the Subcontractor shall require:
days'
.1 seven prior written notice except in an emergency;
2 written compilations to the Subcontractor of services and materials provided and
charges for such services and materials no Inter than the fifteenth day of the following
mOnt}L
3.4 CONTRACTOR'SREMEDIES
3.4.1 If the Subcontractor defaults or neglects to carry out the Work in accordance with this
Agreement and fails within three working days after receipt of written notice from the Contractor
to commence and continue correction of such default or neglect with diligenc.e and promptness,
the Contractor may, after three days fo"owing receipt by the Subcontractor of an additional
written notice, and without prejudice to any other remedy the Contractor may have, make good
such deficiencies and may deduct the reasonable cost thereof from. the payments then or
thereafter due the Subcontractor.
ARTICLE 4 $UBCONTRACTOR
4.1 EXECUTION AND PROGRESSOF THE WORK
4.u The Subcontractor shall supervise and direct the Subcontractor's Work, and shall
cooperate with the Contractor in sch:A g and performing the Subcontractor's Work to avoid
conflict, delay in orinterference with the Work of the Contractor, otherev½÷actors or Owner's
own forces.
4.U The Subcontractor shall Shop Drawings, Product Data, Samples
promptly submit
and similar submittals required by the Subcontract
Dqçuments with reasonable promptness
and in such sequence as to cause no delay in the Work or in the activities of the Contractor or
other subcontractors.
4.13 The Subcontractor shall submit to the Contractor a schedule of values allocated to the
various parts of the Work of this Subcontract, agementing the.SubcontractSum, made out in such
detail as the Contractor and Subcontractor may agree upon or as required by the Owner, and
supported by such evidence as the Contractor may require. In applying for payment, the
Subcontractor shall submit statements based upon this schedule.
A1A The Subcontector shall furnish to the Contractor periodic progress reports on the Work
of this Subcontract as mutually agreed, including information on the status of materials and
equipment which may be in the course of preparation, mam Jaewre or transit.
4.1# The Subcontractor agrees that the Contractor and the Architect will each have the
authority to reject Work of the Subcoñtractor which does not conform.to the Prime Contract. The
Architect's decisions on matters relating to aesthetic effect shall be final. and binding on the
Subcontractor if consistent with the intent expressed in the Prime Contract.
4.1,6 The Subcontractor shall pay for all materials, equipment and labor used in connection
with the performance of this Subcontract through the period covered by previous payments
received from the Contractor, and shall furnish satisfactory evidence, when requested by the
' '
Contractor, to verify compliance with the above requirements.
© 19 97 A I A ®
AIA DocUMENTA401-1997
4.1.7 The Subcontractor shall take necessary precautions to protect properly the Work of other
CONTRACTOR-
subcontractors from damage caused by operations under this Subcontract· SUBCONTRACTOR
AGREEMENT
4.1,a The Subcontractor shall cooperate with the Contractor, other subcontractors and the
TheAmerkan institute
Owner's own forces whose Work might interfere with the Subcontractor's Work. The of Architecs
1735NewYork·Avenue,N,Wc
n washington,D.C.20006-5292
ph:::=pybg violatesU.S.copyrightlawsandwill subjectthe·violatorto legalp==W=..
WARNING:0.nllcensed
FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020
NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021
Subcontractor shall participate in the preparation of coordinated drawings in areas of congestion,
if required by the Prime Contract, specifically noting and advising the Contractor of potential
conflicts between the Work of the Subcontractor and that of the Contractor, other subcontractors
or the Owner's own forces.
4.2 LAWS, PERM1TS,FEESAND NOTICES
4.2J The Subcontractor shall give notices and comply with laws, ordinances, rules, regulations
and orders of public authorities bearing on performance of the Work of this Subcontract. The
Subcontractor shall secure and pay for permits and governmental fees, licenses and inspections
necessary for proper execution and completion of the Subcontractor's Work, the furnishing of
which is required of the Contractor by the Prime Contract.
4.2.2 The Subcontractor shall comply with Federal, state and local tax laws, socialsecurity acts,
workers'
unemployment compensation acts and compensation acts insofar as applicable to the
performance of this Subcontract.
4.3 SAFETY PRECAUTIONS AND PROCEDURES
435 The Subcontractor shall take reasonable safety precautions with respect to performance of
this Subcontract, shall comply with safety measures initiated by the Contractor and with
ápplicable laws, ordinances, rules, regulations and orders of public authorities for the safety of
persons and property in accordance with the requirements of the Prime Contract. The
Subcontractor shall report to the Contractor within three days an injury to an employee or agent
of the Subcontractor which occurred at the site.
4 3.2 If hazardous substances of a type of which an employer is required by law to
notify its employees are being used on the site by the Subcontractor, the Subcontractor's
Sub-subcontractors or anyone directly or indirectly employed by them, the Subcontractor shall,
prior to harmful exposure of any cmploycos on the site to such mbstence, give written notice of
the chemical composition thereof to the Contractor in sufficient detail and time to permit com-
pliance with such Iaws by the Contractor, other subcontractors and other cmplóÿers on the site.
4.3.3 If reasonable precautions to prevent foreseeable bodily injury or death
will be inadeq"ste
to persons resulting from a material
or substance, induding but not limited to asbestos or
polychlorinated biphenyl (PCB), encountered on the site by the Subcontractor.the Abcargractor
shall, upon recognizing the condition, immediately stop Work in the affected area and report the
condition to .the Contractor in writing. When the material or substance has been rendered
harmless, the Subcontractor's Work in the affected area shall resurne upon written agreemcat of
the Contractor and Subcontractor. The Subcontract Time shall be extended appropriately and the
Subcontract Sum shall be increased in the amount of the Subcontractor's reasonable additional
costs of de=ebilintion, delay and remobilization, which adjustments shall be accrp!!hd as
provided in Article 5 of this Agreement.
43.4 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless
the Subcontractor, th.e Subcontractor's Sub-subcontractors, and agents and employees of any of
them from and against claims, damaget losses and expenses, induding but not limited to attor-
neys'
fees, arising òut of or resulting from performance of the Work in the affected area if in fact
the material or substance presents the risk of bodily injury or death as described in Subparagraph
o 1997 ^u® 4.3.3 arid has not.been rendered harmless, provided that such claim, damage, loss or expense is
AIA DOCUMENTA40M997
SUBCONTRACTOR property (other than the Work itself) including loss of use resulting thercfrom and provided that
AGREEMENT such damage4 loss or expense is not due to the sole negligence of a party seeking indemnity.
SEE ATTACHED AMENDMENT
TheAmerican institute
of Architects
1735New York Avenue, N.W.
Washington, D.C.20006-s292
WARNING:UnRconsed vio[aresU.S.copyrightlawsandwill subjectthe viofutorto legalprosecution,
photocopylhg
FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020
NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021
4.4 CLEANING UP
4A-1 The Subcontractor shall keep the pi·emises and surrounding area free from accumulation
of waste materials or rubbish caused by operations performed under this Subcontract. The
Subcontractor shall not be held responsible for unclean conditions caused by other contractors or
subcontractors.
4.4.2 As provided under Subparagraph3.3.2, if the Subcontractor fails to clean up as provided in
the Subcontract Documents, the Contractor may charge the Subcontractor for the Subcontracter's
appropriate share of cleanup costs.
4.5 WARRANTY
4.5.1 The Subcontractor warrants to the Owner, Architect and Contractor that materials and
equipnient furnished under this Subcontract will be of good quality and new unless otherwise
required or permitted by the Subcontract Documents, that the Work of this Subcontract will be
free from defects not inherent in the quality required of permitted, and that the Work will
conform to tire requirements of the Subcontract Documents. Work not conforming to these
requirernents, including substitutions not properly approved and authorized, may be considered
defective. The Subcontracter's warranty excludes remedy for damage or defect caused by abuse,
modifications not by the Subcontractor,
executed improper or insufficient maintenance,
improper operation, or normal wear and tear under normal usage. This warrañty shall be in
addition to and not in limitation of any other warranty or remedy required by law or by the
Subcontract Documents.
4.6 INDEMNIFICATION (SEE ATTACHED AMENDMENT)
4.6.1 To the fullest extent permitted by law, the Subcontractor shall indemnify and hold
harmless the Owner, Contractor, Architect, Architect's consultants, and agents and emplaych of
any of them from and against claims, damages, losses and expenses, including but not limited to
attorney's fees, arising out of or resulting from performance of the Subcontractor's Work under
this Subcontract, provided that any such claim, damage, loss or expense is attributable to bodily
injury, sickness, disease orsleath, or to injury to or destruction of tangible property (other than the
Work itself), but only to.the extent caused by the ñêgligent acts or omissions of the Subcenkacter,
the Subcontractor's Sub-subcontractors, ariyone directly or indirectly cmployed by them or
anyone for whose acts they may be liable, regardless of whether or no.t such.claim, damage, loss or
expense is caused in part by a party framni6Ad hereunder.Such obligation shall not be construed
to negate, abridge, or otherwise reduce other rights or ebligations ofWc::ity which would
otherwise exist as to a party or person described in this Paragraph 4.6.
4.6.2 In claims againstany person or entity indemnified under this Paragraph 4.6 by an
employee of the Subcontractor, the Subcontractor's Sub-subcontractors, anyone directly or
indirectly empicyed by them or anyone for whose acts they may be liable, the iñdcmñification
obligation under Subparagraph 4,6.1shall not be limited by alirnitation on the amount or type of
damages, compensation or benefits payable by or for the Subcontracter or the Subcontractor's
workers'
Sub-subcontractors under compensation acts, disability beiaefit acts or other employee
benefit acts.
4.7 REMEDIES FOR NONPAYMENT
r- '
4.74 If the Contractordoes not pay the Subcontractor through no fáult of the Subcontractor,
within seven days from the time payment should be made as provided in this Agreement, the o 19.97 A I A $
days' AIA DOCWENf AW997
Subcontractor niay, without prejudice to any other available remedics, upon seven additional
writtennotice to the Contractor, stopthe Work of this Subcontract until payment of the amount
SCUBCoTR C OR
owing has been received. The Subcontract Sum shall, by apprcpriáte adjustment, be increased by AGREENENT
the amount of the Subcontractor's reasonable costs of demobilization, delay and remobilization
The Americaninstitute
of Architects
1735NewYorlsAvenue, N.W,
Washington,D.C.20006-5292
UnlicensedphotocopyingviolatesU.s.copyrightlawsandwill subjecttheviolatorto legal;:-:=‡:r..
WARNING:
I
FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020
NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021
.
ARTICLE 5 CHANGES t N THE WORK
5.1 The Ownermay rnake changes in the Work by issuing Modificatioits to the Prime
Contract. upon receipt of such a Modification issued subsequent to the execution of the
Subcontract Agreement, the Contractor shall promptly notify the Subcontractor of the
Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter
order materials or perform Work which would be inconsistent with the changes made by the
Modifications to the Prime Contract.
5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this
Subcontract, to make changes in the Work within the general scope of this Subcontract consisting
of edditions, deletions or other revisions, including those required by Modifications to the Prime
Contract issued subsequent to the execution of this Agreement, the Subcontract Sum and the
Stibdontract Time being ad justed accordingly. The Subcontractor, prior to the comntencement of
such changed or revised Work, shall submit promptly to the Contractor written copies of a claim
for ad justment to the Subcontract Sum and Subcontract Time for such revised Work in a manner
consistent with requirements of the Subcontract Documents.
5.3 The Subcontractor shall inake all claims promptly to the Contractor for additianal cost,
extensions of time and damages for delays or other causes in accordance with the Subcontract
Documents. A claim which will affect or become part of a clahn which the Contractor is iequired
to make under the Prime Contract within a specified time period or in a specified manner shall
be made in sufficient time to permit the Contractor to satisfy the requirements of the Prime
Contract. Such claims shall be received by the Contractor not less than two working days
preceding the time by which the Contractor's claim must be made. Failure of the Subcontractor
to make such a timely claim shall bind the Subcontractor to the same consequences as those to
which the Contractor is bound.
ARTICLE 6 ME DIATION AND ARBITRATION
6.1 MEDIATION
6,u Any claim arising out of or related to this Subcontract, except claims as otherwise provided in
Subparagraph 4a.5 and except those waived in this Subcontract, shall be subject to mediation as a .
condition p.recedent to arbitration or theinstitution of legal or equitable proceedingsby either party.
6.1.2 The parties shall endeavor to resolve their claims by mediation which, unless the parties
mutually agree otherwise,shall be in accordance with the Construction Industry Mediation Rules
of the American Arbitration currently in effect. Request for raediation shall be filed
Association
in writing with the other party to this Subcontract and the American Arbitration Assodation. The
request may be made concurrently with the filing of a demand for arbitration but, in such event,
mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be
stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer
period by agreement of the parties or court order.
6.u The parties shall share the mediator's fee and any filing fees equally. The =kioñ shall
be held in the place where the Project is located, unless another location is mútually agreed upon.
Agreements reached in mediation shall be enforceable as settlement agreements in any co.urt
having jurisdiction thereof.
© 1997 A I A @
AIA DoCUMENT A4ol-1997 6.2 ARBITRATl0N
CONTRACTOR-
6.2.1 Any claim arising out of or related to this Subcontract, except claims as otherwise
SUBCAGR E pmvided in Subparagraph 4.i.5 and except those waived in this Subcontract, shall be subject to
arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mcdiatioñ in
TheAmerican Institute accordance with the provisions of Paragraph 6.i.
of Architects
U35 New York Avenue, N.W.
Washington, D.C. 20006•5292·
Unllcensed
WARNINGr violatesU.5.copyrightlawsondwill subjecttheviolatorto legaiprosecution.
photocopying
FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020
NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021
6.2.2 Claims not resolved by mediation shall be decided by arbitration which, unless the parties
rnutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules
of the American Arbitration Association currently in effect. Demand for arbitration shall be filed
in writing with the other party to this Subcontract and with the Arnerican Arbitration
Association, and a copy shall be filed with the Architect.
6.2.3 A demand for arbitration shall be made within the time limits specified in the conditions
of the Prime Contract
as applicable, and in other cases within a reasonable time after the claim
has arisen, and in no event shall it be made after the date when iristitution of legal or equitable
proceedings based on such claim would be barred by the applicable statute of limitations.
6.24 Limitation on Consolidaticñ or Joinder. Except by written consent of the person or
entity sought to be joined, no arbitration arising out of or relating to the Subcontract shall include,
by consolidation or joinder or in any other manner, any person or entity not a party to the
Subcontract under which such arbitration arises, unless it is shown at the time the demand for
arbitration is filed that (1) such person or entity is substantially involve
Preview
FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021 EXHIBIT H FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021 19 9 7 E D I T I O N AIA D OC U M E N T A401-1997 Standard Form of Agreement Between Contractor and Subcontractor This document has impor- tant legal consequences. A G R E E M E N T máde as of the 2 5TH day of APRIL consultation with an m the year 2 01 9 . (In words, indicafe day, month and year) attomey is encouraged with respect to its completion or modification. · B E T W E E N the Contractor: ARRIC CORPORATION (Name, address and other hf :±:::) 50 33 TRANSIT RD. DEPEW, NY 1 4043 This document has been approved and endorsed and the Subcontractor: GUARD CONTRACTING CORP.by the American CONSTRUCTION & (Name, address and other :±:::) 3755 RIVER RD . Subcontractors Association NY 1 41 50 and the Associated Specially TONAWANDA, Contractors, Inc. The Contractor has made a contract for construction dated . . . . With the Owner: SPRINGVILLE CSD (Name, address and other hiforishuio;;) 2 67 NEWMAN ST. SPRINGVILLE, NY 14141 Por the following Project: P-TECH ACADEMY (include detailed description of Project, location and address) 307 NEWMAN ST. SPRINGVILLEr NY 14141 . which Contract is hereinafter referred to as the Prime Contract and which provides for the furnishing of labor, materials, equipment and services in connection with the construction of the Project. A copy of the Prime Contract, consisting of the Agreement Between Owner and Centracter (from which compersation amounts may be deleted) and the other Contract Documents enumerated therein has been made available to the Subcontractor. The Architect for the Project is: GORDON JONES ASSOCIATES 5757 MAIN ST. o 7 Ai^® (rvame, address and other inforination; AIA DpcUMENTA40M997 WILLIAMSVILLE, NY 1 4 221 CoN1AACTOR- SUBCONTRACTOR ·AGREEMENT The Contractor and the Subcontractor agree as followS YbeArnericanInstitute of Architects Copyright 1915,1925,1937,1951,1958,1961,1963,1966,1967,1972,1978,1987,C 1997by TheAmericaninstitute of ah n D 0 92 Architects. Reproductionof the material herein or n½rd:! quotation of its provisionsMthout written ,-±:::a of the-A(A violates the copyrightlaws of the United Statesand will subjectthe violator to legalprosecution. WARNING: unlicensedp :xy.,: violatesU.s.copyrightlawsandwill subjecttheviolatorto legalg:n=::=. I FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021 B ARTICLE 1 THE SUBCONTRACT DOCUMEN TS 1.1 The Subcontract consist of (1) this Agreements (2) the Prime Contract, Documents consisting of the Agree1pent between the Owner and Contractor and the other Contract Documents enumerated therein; (3) Modifications issued subsequent to the execution of the Agrcchicñt the Owner and Contractor, whether before or after the execution of this between Agreement; (4) other documents listed in Article 16 of this Agreement; and (3) Modifications to this Subcontract issued after execution of this Agreement. These form the Subcontract, and are as fully a part of the Subcontract as if attached to this Agreement or repeated herein. The Subcontract represents the entire and integrated agreement between the parties hereto and super- sedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Subcontract Documents, other than Modifications issued subsequent to the execution of this Agreement, appears in Article 16. 1.2 Except to the extent of a conflict with a specific term or condition contained in the Subcontract Docurderas, the General Conditions governing this Subcontract shall be the edition of AIA Document A201, General Conditions of the contract for Construction, current as of the date of this Agreement. la The Subcontract may be amended or modified only by a Modification. The Subcontract Documents shall not be construed to create a centractue! re!ctiordip of any kind (1) between the Architect and the Subcontractor,.(2) between the Owner and the Subcontractor, or (3) between any persons dr entities other than the Contractor and Subcontractor. 1.4 The Subcontractor shall be furnished copies of the Subcontract Documents upon request, but the Contractor may charge the Subcontractor for the reasonable cost of reproduction. ARTICLE 2 MUTUAL RIGHTS AND RESPONSIBILITIES 2.1 The Contractor and shall be mutually Subcontractor bound by the terms of this Agreement and, to the extent that the provisions of the edition of AIA Document A201 current as of the date of this Agreement apply to this Agreement pursuant to Paragraph 1.2 and provisions of the Prime Contract apply to the Work ofthe Subcontractor, the Contractor shall assume toward the Subcontractor all obligations and responsibilities that the Owner, under such documents, assumes toward the Contractor, and the Subcontractor shall assume toward the Contractor all obligations and responsibilities which the Contractor, under such dommente assumes toward the Owner and the Architect..The Contractor shall have the benefit of all rights, remedies and redress against the Subcontractor which the Owner, under such documents, has against the Contractor, and the Subcontractor shall have the benefit of all rights, remedies and redress against the Contractor which the Contractor, undersuch documents,has against the Owner,insofar as applic- able to this Subcontract. Where a provision of such documents is inconsistent with a provision of this Agreement, this Agreement shall govern. 2.2 The Contractor may require the Subcontractor to enter into agreements with Sub-subcontractors performing portions of the Work of this Subcontract by which the ^ Subcontractor are mutua!!y bound, to the extent of the Work to be and the Sub-subcontractor performed by the Sub-subcontractor, responsibil- a=uming toward each other all obligations and ities which the Cnutractor and Subcontractor assume toward each other and havihg the benefit of all rights, scracdies and redress each against the other which the Contractor and Subcontractor © 1S$1 ^ I A® AIA DOCWENT A4oF1997 have by virtue of the provisions of this Agreement. CONTRACTOR 5UBCoNrRACroR AGREEMENT TheAmericanInstitute of Architects 1735NewYork Avenue, N.W. Washington,D.C.20006-5292 Unlicensedphe;‡:‡pp::g violatesU.s.copyrightlawsandwill subjecttheviolatorto legatp===:!=. WARNING: I .. - .. ... FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021 ARTICLE 3 CONTRACTOR 3J SERVICESPROVIDED BY THE CONTRACTOR 3.1.1 The Contractor shall cooperate with the Subcontractor in scheduling and performing the Contractor's Work to avoid conflicts or interference in the Subcontractor's Work and shall expe- dite written responses to submittals made by the Subcontractor in accordance with Paragraph 4.1 and Article 5. As soon as practicable a fter execution of this Agreement. the Contractor shall pro- vide the Subcontractor copies of the Contractor's construction schedule and schedule of submit- tals, together with such additional scheduling details as will enable the Subcontractor to plan and perform the Subcontractor's Work properly. The Svbcõraractor shall be notified prornptly of sub- sequent changes in the construction and submitte! schedules and additice! scheduling details. 3.1.2 The Contractor shall provide suitable areas for storage of the Subcontractor's materials and equipñÃent during the course of the Work. Additional costs to the Subcontractor resulting from nslocation of such facilities at the direction of the Contractor, except as previously agreed upon, shall be reimbursed by the Contractor. 3.1.3 Except as provided in Article w, the Contractor's cquipment will be available to the Subcontractor only at the Contractor's and on mutually satisfactory terms. discretion 3.2 COMMUNICATIONS 3.23 The Contractor shall promptly make available to the Subcontractor information, includ- ing ininrmation received from the Owner, which affects this Subcontract and which becomes available to the Contractor subsequent to execution of this Subcontract. 3.2.2 The Contractor shall not give instructions or orders directly to the Subcontractor's employees or to the Subcontractor's Sub-subcontractors or material.suppliers unless such persons are designated as authorized representatives of the Subcontractor. 3.2.3 The Contractor shall permit the Subcontractor to request directly from the Architect infor- mation regarding the percentages of completion and the amount certified on account of Work done by the Subcontractor. 3.2A If hazardous substances of a type of which an erñployer is required by law to notify its em[iloyees are being used on the site by the Contractor, a subcontracter or anyone directly or indi- rectly employed by them (other than the Subcontractor), the Contractor shall, prior to harmful exposure of the Subcontractor's employees to such substance, give written notice of the chemical compedtion thereof to the Subcontractor in sufficient. detail and time to permit the Subcontractor's compliance with such laws. 3.2.5 The Contractor shall furnish to the Subcontractor within 30 days after receipt of a written request,.or earlier if so required by law, infortnation necessary and relevant for the Subcontractor to evaluate, give notice of or enforce mechanic's fien rights. Such information shallinclude a cor- . . rect statement of the record legal title to the property, usually referred to as the site, on which the Project is located and the Owner's interest therein. 3.2.6 If the Contractor asserts or defends a claim against the Owner which relates to the Work of the Subcontractor, the Contractor shall make available to the Subcontractor informm inn relat- ing to that portion of the claim which relates to the Work of the Subcontractor. Ó 19 97 A I A ® AIA DOCUMENTA4ol-1997 CONTRACTOR. 3.3 CLAtMS BY THE CONTRACTOR SUBCONTRACTOR 3.3.1 damages for delay, if provided for in Paragraph 9.3 of this Agreemcat,shall Liquidated be AGREEME NT assessed against the Subcontractor only to the extent caused by the Subcontractor or any person aris- TheArnerican Institute or entity for whose acts the Subcontractor may be liable, and in no case for delays or causes of Architects ing outside the scope of this Subcontract. 1735New York Avenue, N.W. 3 Washington, 0.C. 20006-5292 WARNING:unllcensed pt, ; ;r,gviolatesU.S.copyrightlawsandwill subjectthe violatorto legalprogation. FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021 33.2 The Contractor's claims forservices or materials provided the Subcontractor shall require: days' .1 seven prior written notice except in an emergency; 2 written compilations to the Subcontractor of services and materials provided and charges for such services and materials no Inter than the fifteenth day of the following mOnt}L 3.4 CONTRACTOR'SREMEDIES 3.4.1 If the Subcontractor defaults or neglects to carry out the Work in accordance with this Agreement and fails within three working days after receipt of written notice from the Contractor to commence and continue correction of such default or neglect with diligenc.e and promptness, the Contractor may, after three days fo"owing receipt by the Subcontractor of an additional written notice, and without prejudice to any other remedy the Contractor may have, make good such deficiencies and may deduct the reasonable cost thereof from. the payments then or thereafter due the Subcontractor. ARTICLE 4 $UBCONTRACTOR 4.1 EXECUTION AND PROGRESSOF THE WORK 4.u The Subcontractor shall supervise and direct the Subcontractor's Work, and shall cooperate with the Contractor in sch:A g and performing the Subcontractor's Work to avoid conflict, delay in orinterference with the Work of the Contractor, otherev½÷actors or Owner's own forces. 4.U The Subcontractor shall Shop Drawings, Product Data, Samples promptly submit and similar submittals required by the Subcontract Dqçuments with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Contractor or other subcontractors. 4.13 The Subcontractor shall submit to the Contractor a schedule of values allocated to the various parts of the Work of this Subcontract, agementing the.SubcontractSum, made out in such detail as the Contractor and Subcontractor may agree upon or as required by the Owner, and supported by such evidence as the Contractor may require. In applying for payment, the Subcontractor shall submit statements based upon this schedule. A1A The Subcontector shall furnish to the Contractor periodic progress reports on the Work of this Subcontract as mutually agreed, including information on the status of materials and equipment which may be in the course of preparation, mam Jaewre or transit. 4.1# The Subcontractor agrees that the Contractor and the Architect will each have the authority to reject Work of the Subcoñtractor which does not conform.to the Prime Contract. The Architect's decisions on matters relating to aesthetic effect shall be final. and binding on the Subcontractor if consistent with the intent expressed in the Prime Contract. 4.1,6 The Subcontractor shall pay for all materials, equipment and labor used in connection with the performance of this Subcontract through the period covered by previous payments received from the Contractor, and shall furnish satisfactory evidence, when requested by the ' ' Contractor, to verify compliance with the above requirements. © 19 97 A I A ® AIA DocUMENTA401-1997 4.1.7 The Subcontractor shall take necessary precautions to protect properly the Work of other CONTRACTOR- subcontractors from damage caused by operations under this Subcontract· SUBCONTRACTOR AGREEMENT 4.1,a The Subcontractor shall cooperate with the Contractor, other subcontractors and the TheAmerkan institute Owner's own forces whose Work might interfere with the Subcontractor's Work. The of Architecs 1735NewYork·Avenue,N,Wc n washington,D.C.20006-5292 ph:::=pybg violatesU.S.copyrightlawsandwill subjectthe·violatorto legalp==W=.. WARNING:0.nllcensed FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021 Subcontractor shall participate in the preparation of coordinated drawings in areas of congestion, if required by the Prime Contract, specifically noting and advising the Contractor of potential conflicts between the Work of the Subcontractor and that of the Contractor, other subcontractors or the Owner's own forces. 4.2 LAWS, PERM1TS,FEESAND NOTICES 4.2J The Subcontractor shall give notices and comply with laws, ordinances, rules, regulations and orders of public authorities bearing on performance of the Work of this Subcontract. The Subcontractor shall secure and pay for permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Subcontractor's Work, the furnishing of which is required of the Contractor by the Prime Contract. 4.2.2 The Subcontractor shall comply with Federal, state and local tax laws, socialsecurity acts, workers' unemployment compensation acts and compensation acts insofar as applicable to the performance of this Subcontract. 4.3 SAFETY PRECAUTIONS AND PROCEDURES 435 The Subcontractor shall take reasonable safety precautions with respect to performance of this Subcontract, shall comply with safety measures initiated by the Contractor and with ápplicable laws, ordinances, rules, regulations and orders of public authorities for the safety of persons and property in accordance with the requirements of the Prime Contract. The Subcontractor shall report to the Contractor within three days an injury to an employee or agent of the Subcontractor which occurred at the site. 4 3.2 If hazardous substances of a type of which an employer is required by law to notify its employees are being used on the site by the Subcontractor, the Subcontractor's Sub-subcontractors or anyone directly or indirectly employed by them, the Subcontractor shall, prior to harmful exposure of any cmploycos on the site to such mbstence, give written notice of the chemical composition thereof to the Contractor in sufficient detail and time to permit com- pliance with such Iaws by the Contractor, other subcontractors and other cmplóÿers on the site. 4.3.3 If reasonable precautions to prevent foreseeable bodily injury or death will be inadeq"ste to persons resulting from a material or substance, induding but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Subcontractor.the Abcargractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to .the Contractor in writing. When the material or substance has been rendered harmless, the Subcontractor's Work in the affected area shall resurne upon written agreemcat of the Contractor and Subcontractor. The Subcontract Time shall be extended appropriately and the Subcontract Sum shall be increased in the amount of the Subcontractor's reasonable additional costs of de=ebilintion, delay and remobilization, which adjustments shall be accrp!!hd as provided in Article 5 of this Agreement. 43.4 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Subcontractor, th.e Subcontractor's Sub-subcontractors, and agents and employees of any of them from and against claims, damaget losses and expenses, induding but not limited to attor- neys' fees, arising òut of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Subparagraph o 1997 ^u® 4.3.3 arid has not.been rendered harmless, provided that such claim, damage, loss or expense is AIA DOCUMENTA40M997 SUBCONTRACTOR property (other than the Work itself) including loss of use resulting thercfrom and provided that AGREEMENT such damage4 loss or expense is not due to the sole negligence of a party seeking indemnity. SEE ATTACHED AMENDMENT TheAmerican institute of Architects 1735New York Avenue, N.W. Washington, D.C.20006-s292 WARNING:UnRconsed vio[aresU.S.copyrightlawsandwill subjectthe viofutorto legalprosecution, photocopylhg FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021 4.4 CLEANING UP 4A-1 The Subcontractor shall keep the pi·emises and surrounding area free from accumulation of waste materials or rubbish caused by operations performed under this Subcontract. The Subcontractor shall not be held responsible for unclean conditions caused by other contractors or subcontractors. 4.4.2 As provided under Subparagraph3.3.2, if the Subcontractor fails to clean up as provided in the Subcontract Documents, the Contractor may charge the Subcontractor for the Subcontracter's appropriate share of cleanup costs. 4.5 WARRANTY 4.5.1 The Subcontractor warrants to the Owner, Architect and Contractor that materials and equipnient furnished under this Subcontract will be of good quality and new unless otherwise required or permitted by the Subcontract Documents, that the Work of this Subcontract will be free from defects not inherent in the quality required of permitted, and that the Work will conform to tire requirements of the Subcontract Documents. Work not conforming to these requirernents, including substitutions not properly approved and authorized, may be considered defective. The Subcontracter's warranty excludes remedy for damage or defect caused by abuse, modifications not by the Subcontractor, executed improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. This warrañty shall be in addition to and not in limitation of any other warranty or remedy required by law or by the Subcontract Documents. 4.6 INDEMNIFICATION (SEE ATTACHED AMENDMENT) 4.6.1 To the fullest extent permitted by law, the Subcontractor shall indemnify and hold harmless the Owner, Contractor, Architect, Architect's consultants, and agents and emplaych of any of them from and against claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from performance of the Subcontractor's Work under this Subcontract, provided that any such claim, damage, loss or expense is attributable to bodily injury, sickness, disease orsleath, or to injury to or destruction of tangible property (other than the Work itself), but only to.the extent caused by the ñêgligent acts or omissions of the Subcenkacter, the Subcontractor's Sub-subcontractors, ariyone directly or indirectly cmployed by them or anyone for whose acts they may be liable, regardless of whether or no.t such.claim, damage, loss or expense is caused in part by a party framni6Ad hereunder.Such obligation shall not be construed to negate, abridge, or otherwise reduce other rights or ebligations ofWc::ity which would otherwise exist as to a party or person described in this Paragraph 4.6. 4.6.2 In claims againstany person or entity indemnified under this Paragraph 4.6 by an employee of the Subcontractor, the Subcontractor's Sub-subcontractors, anyone directly or indirectly empicyed by them or anyone for whose acts they may be liable, the iñdcmñification obligation under Subparagraph 4,6.1shall not be limited by alirnitation on the amount or type of damages, compensation or benefits payable by or for the Subcontracter or the Subcontractor's workers' Sub-subcontractors under compensation acts, disability beiaefit acts or other employee benefit acts. 4.7 REMEDIES FOR NONPAYMENT r- ' 4.74 If the Contractordoes not pay the Subcontractor through no fáult of the Subcontractor, within seven days from the time payment should be made as provided in this Agreement, the o 19.97 A I A $ days' AIA DOCWENf AW997 Subcontractor niay, without prejudice to any other available remedics, upon seven additional writtennotice to the Contractor, stopthe Work of this Subcontract until payment of the amount SCUBCoTR C OR owing has been received. The Subcontract Sum shall, by apprcpriáte adjustment, be increased by AGREENENT the amount of the Subcontractor's reasonable costs of demobilization, delay and remobilization The Americaninstitute of Architects 1735NewYorlsAvenue, N.W, Washington,D.C.20006-5292 UnlicensedphotocopyingviolatesU.s.copyrightlawsandwill subjecttheviolatorto legal;:-:=‡:r.. WARNING: I FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021 . ARTICLE 5 CHANGES t N THE WORK 5.1 The Ownermay rnake changes in the Work by issuing Modificatioits to the Prime Contract. upon receipt of such a Modification issued subsequent to the execution of the Subcontract Agreement, the Contractor shall promptly notify the Subcontractor of the Modification. Unless otherwise directed by the Contractor, the Subcontractor shall not thereafter order materials or perform Work which would be inconsistent with the changes made by the Modifications to the Prime Contract. 5.2 The Subcontractor may be ordered in writing by the Contractor, without invalidating this Subcontract, to make changes in the Work within the general scope of this Subcontract consisting of edditions, deletions or other revisions, including those required by Modifications to the Prime Contract issued subsequent to the execution of this Agreement, the Subcontract Sum and the Stibdontract Time being ad justed accordingly. The Subcontractor, prior to the comntencement of such changed or revised Work, shall submit promptly to the Contractor written copies of a claim for ad justment to the Subcontract Sum and Subcontract Time for such revised Work in a manner consistent with requirements of the Subcontract Documents. 5.3 The Subcontractor shall inake all claims promptly to the Contractor for additianal cost, extensions of time and damages for delays or other causes in accordance with the Subcontract Documents. A claim which will affect or become part of a clahn which the Contractor is iequired to make under the Prime Contract within a specified time period or in a specified manner shall be made in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract. Such claims shall be received by the Contractor not less than two working days preceding the time by which the Contractor's claim must be made. Failure of the Subcontractor to make such a timely claim shall bind the Subcontractor to the same consequences as those to which the Contractor is bound. ARTICLE 6 ME DIATION AND ARBITRATION 6.1 MEDIATION 6,u Any claim arising out of or related to this Subcontract, except claims as otherwise provided in Subparagraph 4a.5 and except those waived in this Subcontract, shall be subject to mediation as a . condition p.recedent to arbitration or theinstitution of legal or equitable proceedingsby either party. 6.1.2 The parties shall endeavor to resolve their claims by mediation which, unless the parties mutually agree otherwise,shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration currently in effect. Request for raediation shall be filed Association in writing with the other party to this Subcontract and the American Arbitration Assodation. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. 6.u The parties shall share the mediator's fee and any filing fees equally. The =kioñ shall be held in the place where the Project is located, unless another location is mútually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any co.urt having jurisdiction thereof. © 1997 A I A @ AIA DoCUMENT A4ol-1997 6.2 ARBITRATl0N CONTRACTOR- 6.2.1 Any claim arising out of or related to this Subcontract, except claims as otherwise SUBCAGR E pmvided in Subparagraph 4.i.5 and except those waived in this Subcontract, shall be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mcdiatioñ in TheAmerican Institute accordance with the provisions of Paragraph 6.i. of Architects U35 New York Avenue, N.W. Washington, D.C. 20006•5292· Unllcensed WARNINGr violatesU.5.copyrightlawsondwill subjecttheviolatorto legaiprosecution. photocopying FILED: ERIE COUNTY CLERK 02/03/2021 12:12 PM INDEX NO. 809591/2020 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 02/03/2021 6.2.2 Claims not resolved by mediation shall be decided by arbitration which, unless the parties rnutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. Demand for arbitration shall be filed in writing with the other party to this Subcontract and with the Arnerican Arbitration Association, and a copy shall be filed with the Architect. 6.2.3 A demand for arbitration shall be made within the time limits specified in the conditions of the Prime Contract as applicable, and in other cases within a reasonable time after the claim has arisen, and in no event shall it be made after the date when iristitution of legal or equitable proceedings based on such claim would be barred by the applicable statute of limitations. 6.24 Limitation on Consolidaticñ or Joinder. Except by written consent of the person or entity sought to be joined, no arbitration arising out of or relating to the Subcontract shall include, by consolidation or joinder or in any other manner, any person or entity not a party to the Subcontract under which such arbitration arises, unless it is shown at the time the demand for arbitration is filed that (1) such person or entity is substantially involve