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IN THE CIRCUIT COURT OF THE 15™
JUDICIAL CIRCUIT IN AND FOR PALM
BEACH COUNTY, FLORIDA
CASE
AMERICAN SECURITY INSTALLERS, INC.,
NO.
50 2008 CA 0.021 4 6 XXXXMB
A Florida corporation,
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COMPLAINT
Plaintiff, AM
v. 7
3
RIME INVESTORS AND DEVELOPERS, INC., ; Ss
Florida corporation, fas : y
Defendant. ge z
== Pe)
Ab:
Plaintiff, AMERICAN SECURITY INSTALLERS, INC., a Florida corporation
(hereinafter sometimes referred to as “Plaintiff’), hereby sues Defendant, PRIME
INVESTORS AND DEVELOPERS, INC., a Florida corporation (hereinafter referred to
as “Defendant’), and alleges as follows:
1.
This is a Complaint for damages in excess of $15,000.00, exclusive of
interest, court costs and attorney fees.
2.
Plaintiff is Florida corporation, with its principal place of business in
Palm Beach County, Florida.
3.
Defendant is a Florida corporation, with its principal place of business
in Palm Beach County, Florida.4. At all times material hereto, the acts, omissions, events and transactions
that give rise to this cause of action occurred in Palm Beach County, Florida.
5. Each and every cause of action set forth herein accrued in Palm Beach
County, Florida.
6. On or about August 3, 2006, Plaintiff and Defendant entered into a
Subcontractor Base Agreement (hereinafter referred to as “Contract”), whereby
Plaintiff agreed to supply and install low voltage telephone, cable, speaker, intercom,
security data and vacuum system wiring systems for communities being developed by
Defendant and Defendant agreed to pay for same. A copy of the Contract is attached
hereto and marked as Exhibit “A.”
7. Plaintiff and Defendant further agreed that Plaintiff would provide
bulk alarm monitoring agreements for certain homes in said developments.
8. Plaintiff provided all of the services provided for in the Contract;
however, Defendant has failed and refused to pay Plaintiff for said services.
9. Plaintiff has engaged the undersigned attorneys to represent him in this
action and is obligated to pay them a reasonable attorneys’ fee.
10. All conditions precedent to the filing of this action have occurred, been
waived or otherwise have been satisfied.
COUNT I- BREACH OF CONTRACT
11. Plaintiff repeats and re-alleges each and every allegation set forth in
paragraphs 1 through 10 above.12. On or about August 3, 2006, Plaintiff and Defendant entered into a
binding written agreement. The Contract specifically set forth those services to be
provided by Plaintiff and specifically requires Defendant to pay for same.
13. Defendant breached its obligations under the Contract by failing to
compensate Plaintiff for its services.
14. Plaintiff has been damaged by Defendant’s breach since Plaintiff
performed all of the services without receiving payment for same.
15. Plaintiff has attempted to resolve this matter with the Defendant prior
to filing suit; however, all attempts have been ineffective.
16. All conditions precedent to the filing of this action, if any, have
occurred, been waived or otherwise have been satisfied.
17. Plaintiff has engaged the undersigned attorneys to represent him in this
action and is obligated to pay a reasonable attorneys’ fee, which is recoverable from
Defendant pursuant to Section 16 of the Contract.
WHEREFORE, Plaintiff, AMERICAN SECURITY INSTALLERS, INC., a
Florida corporation, demands judgment against Defendant, PRIME INVESTORS AND
DEVELOPERS, INC., in the amount of $104,046.04, plus interest, court costs,
attorneys’ fees and for any other and further relief as this Court deems just and
proper.COUNT II: UNJUST ENRICHMENT.
18. Plaintiff re-affirms and re-alleges each and every allegation set forth in
Paragraphs 1 through 10 above.
19. On or about August 3, 2006, Defendant requested that Plaintiff provide
certain services for Defendant.
20. Plaintiff performed said services for Defendant at Defendant's request and
provided to Defendant invoices for said services. A copy of the amounts due and owing
to Plaintiff is attached hereto and marked as Exhibit "B".
21. Defendant has not paid for any of the services provided by Plaintiff.
22. Plaintiff's delivery of services constituted its compliance with Defendant’s
request for such services.
23. Defendant has been unjustly enriched for the services provided by
Plaintiff.
24. Plaintiff has retained the undersigned Counsel and is obligated to pay a
reasonable fee for its services and the Defendant has agreed, pursuant to Section 16 of
the Contract, to pay Plaintiff's Counsel a reasonable attorneys’ fee.
WHEREFORE, Plaintiff, AMERICAN SECURITY INSTALLERS, INC., a
Florida corporation, demands judgment for damages for the reasonable value of its
services and costs against the Defendant, PRIME INVESTORS AND DEVELOPERS,
INC., together with court costs and a reasonable attorney's fee.COUNT III: QUANTUM MERUIT
25. Plaintiff reaffirms and re-alleges each and every allegation set forth in
Paragraphs 1 through 10 above.
26. On or about August 3, 2006, Plaintiff agreed to perform certain services
for Defendant.
27. Plaintiff performed said services for Defendant which Defendant agreed
to pay a reasonable fee therefore.
28. Defendant benefited from the services provided to it as evidenced by the
statements which not only show the amounts due to Plaintiff, but also detail the services
provided to Defendant. A copy of the statements is attached hereto as Exhibit "B".
29. Defendant was and is aware that Plaintiff expected payment for the
services rendered on behalf of the Defendant as evidenced by the Contract attached
hereto as Exhibit “A”.
30. Defendant has been unjustly enriched for the services provided by
Plaintiff.
31. Plaintiff has retained the undersigned Counsel and is obligated to pay a
reasonable fee for its services and the Defendant has agreed, pursuant to Section 16 of
the Contract, to pay Plaintiff's Counsel a reasonable attorneys’ fee.
WHEREFORE, Plaintiff, AMERICAN SECURITY INSTALLERS, INC., a
Florida corporation, demands judgment for damages for the reasonable value of itsservices and costs against the Defendant, PRIME INVESTORS AND DEVELOPERS,
INC., together with court costs and a reasonable attorney's fee.
Respectfully submitted this | e day of January, 2008.
OSTRZENSKI & STRICKLIN, P.A.
900 E. Hillsboro Blvd., Suite A
Deerfield Beach, Florida 33441
Telephone: (954) 229-2468
Facsimile: (954) 229-2546
Battosz A. Ostrzenski, Esq.
Florida Bar No. 597600SUBCONTRACTOR BASE AGREEMENT
NAME OF COMPANY: _AMIERICAN SECURITY INSTALLERSINC
SOCIAL SECURITY # 59
NAME OF OWNERS: __LEWIMANN, MICHAEL T
BUSINESS ADDRESS:_S00 SPANISH RIVER BLYD SUITE 15, BOCA RA’
BUSINESS PHONE:_561-988-8885 - malt
E-MAIL ADDRES:
INSURANCE COMPANY: ae
(WORIKER'S COMPENSATION):
(COMMERCIAL GENERAL LIABILITY):
(AUTOMOBILE LIABILITY): . ann
PROJECT: PORTORINO VISTA aa
DATE: _SULY 19™. 2006 ann)
NFL 33431
SUBCONTRACTOR MUST COMPLY WITH CONTRACTOR’S INSURANC! REQUIREMENTS AS
SPECIFIED HEREIN AND PROOF OF SUCH COMPLIANCE MUST BE SUBMITTED TO.
CONTRACTOR PRIOR TO WORK COMMENCEMENT OR AN AUTOMATIC WITHHOLDING OF
PAYMENT WILL BE ASSESSED TO CONTRACTOR'S PAYMENT AS DICTATED.
This Subcontractor Base Agreement ("Agreement"), together with the items and exhibits attached hereto,
and any work orders, purchase orders, and job schedules subsequently issued by PRIME HOMEBUILDERS, shall
constitute the Agreement between the Contractor, PRIME HOMEBUILDERS., (“Contractor”) and the
undersigned Subcontractor, AMERICAN SECURITY INSTALLERS INC (“Subcontractor"), For and in
consideration of the mutual covenants contained herein and other good and valuable consideration, in hand paid, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as fol:ows:
1. ‘The work to be performed by the Subcontractor ("Work") hereunder is generally described as:
LOW VOLTAGE (TELEPHONE, CABLE, SPEAKER, INTERCOM. SECURITY, DATA,
VACUUM SYSTEM)
2. The price and other payment terms and conditions are as follows:
See Exhibit “C”
we
‘The following arc the items and exhibits attached hereto:
Exhibit "A"—General Conditions to Subcontractor Base Agreement ("General Conditions’
hibit "3"—Scope of Work
'—Subcontvactor Base Agreement Schedule of Values and Option:
‘—Certificate of Insurance
'— Payment Schedule Specifications for Subcontractor Base Agreertent
Exhibit "F"—Plans and Specifications (Attached Plan)
Exhibit “G’—OCIP Addendum
4. Scope of Work, The herein referred “Work” is the work, labor, services, maturizls, supplies, equipment,
ry, tools, permits, licenses and other facilities of every kind and description required for the prompt and
efficient execution and completion of the work described in both Exhibit “A” - encral Conditions and
Subcontractor Base Agreement and Exhibit “B” — Scope of Work, attached hereto and-are made a part hereof,
for the Subcontractor to perform and complete for the above referenced Project. All work performed by
Subcontractor for shall be subject to the terms and conditions of this Agreement. Such exhibits outline all work
to be performed by Subcontractor for Contractor. All applicable pricing for the \Vork shall be as outlined in
Exhibit “C” — Schedule of Values and Options as fully executed by Contractor and Subcontractor. Such
scheclule is hereto attached and hereby incorporated into this agreement. It is uaclerstood that no deviation of
such schedule will be valid unless revised by‘Contractor and fully executed by botk Contractor and
Subcontractor. jt is understood and agreed that Contractor is not obligatcd to award any work on the specified
EXHIBIT CA eed() vy
Project to Subcontractor, docs not guarantee any quantity of work to Subcontractor on any particular Project,
and Contractor may at its sole option retain others to perform work at any job ion at the Project in addition
to or in place of said Subcontractor at Contractor’s discretion. Subcontractor :iliall comply with the provisions
of any social security and unemployment insurance laws , state or federal, as raay now or hereafter be enforced,
which apply to the work and pay all governmental sales and use taxes or similac |2vies on all materials, tools
and equipment furnished with regard to the work.
Performance of Work. Subcontractor further warrants that all materials ard equipment used or
incorporated in the Work shall be new, and that all labor, services and material: furnished by Subcontractor
shall be free of defect for the periods set forth in the General Conditions attaclu:4 hereto and made a part hereof.
Notwithstanding anything contained herein to the contrary, all Work shall be performed and any defects shall be
corrected in accordance with this Agreement to the satisfaction of Contractor. ‘Subcontractor’s commencement
of the Work shall be deemed as Subcontractor’s agreement to complete the Work by the completion datc
specified by Contractor’s appointed field personnel and shall be deemed as Coniractor’s acknowledgment that
Subcontractor has inspected the job location and approves of the requirements its specified. Subcontractor
acknowledges TIME IS OF THE ESSENCE in the performance of all Work. Subcontractor shall coordinate
with Contractor all Work schedules and cooperate with other subcontractors alike. Subcontractor must
commence the work immediately when notified by Contractor and conduct thi: work continuously and with
reasonable diligence in strict accordance with Contractor’s time schedule, exc2p: in the cases of God.
Subcontractors shall perform all work in a good and workmanlilce manner, in ascerdance with the plans and
specifications of Contractor, according to industry standard practices. Subcontractor hereby warrants that the
Work will meet or exceed FHA minimum property standards, VA requirements, all laws and regulations and
any applicable building code requirements, Contractor shall have the right o inspect the Work at any time, but
such inspections shall not be constructed as a waiver of obligations, representilions and or warranties of
Subcontractor as lo the work. At all times during the performance of this Agreement, Contractor shall be
entitled to hold, on all Work in progress, ten percent (10%) of the contract pris set forthin section 2 above, and
such other sums permitted by Florida law, until completion of the work is det:rmined satisfactory to Contractor
in its sole and absolute discretion, to the exient allowed by law. Subcontractor waives his right to constitutional
and statutory liens on any job not fully performed by Subcontractor.
Due Diligence./ Assumed Responsibility. The Subcontractor further acknowledyes and represents to Contractor
that it has visited and cxamined the site upon which the Work under this Agreement shall be performed, that it
has examined all conditions of every kind and nature that may affect the Worl:, and that it is fully familiar with
all such conditions. In connection therewith, the Subcontractor represents ancl warrants to Contractor that il has,
by careful examination, satisfied itself as to: (a) the nature, location and charazter of the site, including, without
limitation, surface and subsurface conditions that are visually observable, all strectures and obstructions
pertaining thereto, both natural and man made, and all visually observable surface and subsurface conditions of
the areas surrounding the site; (b) the nature and character of the area in which the project site is located,
including, without limitation, site access, available laborer supply and cost, available equipment supply and
cost; and (c) the quality and quantity of all matcrials, supplics, tools, equipment, labor and services of any kind
and represents and warrants that Subcontractor possesses sufficient experienc: and expertise to determine,
based upon the above, that the Site is sufficient to complete the Work on or Le: schedule and for the price
set forth in paragraph 2 above. Subcontractor hereby acknowledges that Sul:contractor is thoroughly familiar
with the plans and specifications as such plans and specifications affect the Work: end materials incorporated
therein. Subcontractor shall be responsible for inspecting any work of another subsontractor that may affect
Subcontractor’s own Work, and shall report in writing to Contractor any defe::ts prior to commencement of any
Work, or subcontractor shall be deemed to have accepted such Work for inclusion into Subcontractor’s Work.
Upon commencement of Subconiractor’s work it shall be deémed as Subconvastor has accepted such Work as
being part of Subcontractors Work. Subcontractor shall secure and maintain all permits, licenses and approval
necessary for or applicable to the performance of their work. If Subcontractor subcontracts any of the Work to
the extent permitted under this Agreement, Subcontractor guarantees that such third party shall indemnity
Contractor and meet all insurance requirements set forth herein. Prior to the ¢u9-subcontractor’s
commencement of the Work, Subcontractor shall obtain a signed agreement from such third party indemnifying
Contractor and provide to Contractor evidence of satisfactory insurance. In addition, Subcontractor shall
require that cach supplicr or sub-subcontractor indemnify Contractor from all los ing from any materials
or labor incorporated into the Worl, Subcontractor shall require sub-subcontractors and material suppliers toagrec to submit to binding arbitration on the terms set forth herein. Subcontractor understands and agrecs that
for all purposes, including the purposes of this Agreement, Subcontractor shall be fully responsible for any and
all of the actions of any sub-subcontractor engaged by Subcontractor or who pezforms any part of the Work, and
all obligations of Subcontractor under this Agreement shal] be deemed to be the obligations of such sub-
subcontractors to Contractor for which Subcontractor shall be fully responsible: to Contractor.
SUBCONTRACTOR INDEMNITY AND WAIVER. TO THE FULLEST E: PERMITTED BY LAW,
SUBCONTRACTOR HEREBY AGREES TO PROTECT, DEFEND, INDEMNIFY, AND HOLD OWNER,
CONTRACTOR, ITS PARENT CORPORATION, SUBSIDIARIES AND AI'(LIATES, AND ANY OF
THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS, INSTITUTIONAL
LENDERS, AND INSURERS, (HEREIN COLLECTIVELY REFERRED TC IE “INDEMNITEE(S)”),
FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF
ACTIONS, SUITS, OR OTHER LITIGATION OF EVERY KIND AND CHARACTER (INCLUDING ALL
COSTS THEREOF AND ATTORNEY’S FEES), UP TO ONE MILLION DGILARS ($1,000,000.00),
WHETHER ASSERTED BY THE HOMEOWNER, SUBCONTRACTOR, OR. ANY THIRD PARTY
(INCLUDING, BUT NOT LIMITED TO, PERSONNEL FURNISHED BY SU}3CONTRACTOR, ITS
SUPPLIERS AND PERMITTED SUBCONTRACTORS OF ANY TIER), ON ACCOUNT OF BODILY OR
PERSONAL INJURY, DEATH, OR DAMAGE TO OR LOSS OF PROPERTY (.NCLUDING THE LOSS OF
USE THEREOF), (HEREIN COLLECTIVELY REFERRED TO AS “LOSS"), IN ANYWAY OCCURING,
INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH: (I) A BREACH OF THE
WARRANTIES, REPRESENTATIONS, OBLIGATIONS, AND COVENANTS PROVIDED HEREIN BY
SUBCONTRACTOR; (Il) THE WORK PERFORMED OR TO BE PERFORMIED BY SUBCONTRACTOR
OR SUBCONTRACTOR’S PERSONNEL; OR (Ill) ANY NEGLIGENT ACTION AND/OR OMISSION OF
THE INDEMNITEE RELATED IN ANY WAY TO THE WORK, EVEN WIIiN THE LOSS IS CAUSED BY
THE FAULT OR NEGLIGENCE OF THE INDEMNITEE. ANY PAYMENTS BY SUBCONTRACTOR
UNDER THIS PARAGRAPH ON BEHALF OF THE INDEMNITEE SHALI, EE: IN ADDITION TO ANY
AND ALL OTHER LEGAL REMEDIES AVAILABLE TO THE INDEMNI AND SHALL NOT BE
CONSIDERED THE INDEMNITEE’S EXCLUSIVE REMEDY. SUBCONTEACTOR AND
SUBCONTRACTOR’S EMPLOYEES, PERSONNEL, AGENTS, AND PERIVJTTED SUB-
SUBCONTRACTORS SHALL BE SOLELY RESPONSIBLE FOR THEIR ‘CTIVE TOOLS AND
EQUIPMENT, AND HEREBY WAIVE ANY RIGHT OF RECOVERY AGAINST THE INDEMNITEE
WITH RESPECT TO ANY LOSS INVOLVING SUCH TOOLS OR EQUIPMENT, AND HEREBY WAIVE
ANY RIGHT OF RECOVERY AGIANST THE INDEMNITEE WITH RESFECT TO ANY LOSS
INVOLVING SUCH TOOLS OR EQUIPMENT IN ANY WAY OCCURING, INCIDENT TO, ARISING
OUT OF, OR IN CONNECTION WITH, THE WORK TO BE,PERFORMEL } UNDER.
SUBCONTRACTOR ACKNOWLEDGES THAT ONE PERCENT (1%) OF THE AGREED PRICE 1S
GIVEN BY CONTRACTOR AND ACCEPTED BY SUBCONTRACTOR A33 SPECIFIC CONSIDERATION
FOR THE INDEMNIFICATIONS PROVIDED IN THIS PARAGRAPH ANI) ELSEWHEREIN THIS
AGREEMENT. 7
Schedule requirements. Subcontractor shall schedule all Work to the requiren:enis of Contractor.
Subcontractor shall man the job with sufficient personnel to complete the Work cn or before schedule. Time is
of the essence in the performance of Subcontractor’s Work under this Agreement. As Prime shall suffer
damages by reason of any delay in the performance of Subcontractors work, Sutcoatractor agrecs that it is just
and fair that should Subcontractor fail to complete all work in a timely manner «s set forth by Prime,
Subcontractors shall credit back to Prime the sum of $100.00 for each and every day Subcontractor is late in
completing Subcontractor’s work. Prime shall have the right of setoff and to deduct this sum from any sum do
and owing to Subcontractor. ‘his right is cumulative with any and all other ts Prime may be entitled to
exercise and shall not be deemed an election of remedies nor shall it preclude Prime from declaring
Subcontractor in breach of contract.
Plans/Specifications. All labor and materials furnished by the Subcontractor sill ke in accordance with the
plans and specifications set forth on Exhibit “F" attached hereto and made patt hereof. The Subcontractor shall
keep a copy of such plans and specifications on each job while the Work is in'vogress. Subcontractor
nowledges that Subcontractor is thoroughly familiar with the plans and specifications set forth on Exhibit
attached hereto and made part hereof, as such plans and specifications matc:ially affect the Work conyacted—,
a —for herein. ‘he Subcontractor further acknowledges that the plans and specifications set forth on Exhibit "F"
attached hereto and madc part hereof are sufficient to enable the Subcontractor 19 complete its Work on or
before schedule, and for the price set forth in paragraph 2 above, and that such plans and specifications include
all Work, whether or not shown or described, which reasonably may be inferred to be required for the
completion of the work in full compliance with all applicable codes, laws, ordinances and regulations. The
Subcontractor further acknowledges and agrees that, in the event of any conflicting provisions among or within
such plans and specifications that cannot be resolved under Section 26 below cr the "Priority" section of the
General Conditions, then, Contractor shall, in its sole and absolute discretion, mine which of the
conflicting requirements shall govern. In the event Subcontractor discovers any such conflicting provisions, o1
any other discrepancics among or within such plans and specifications, the Subcontractor shall promptly notify
Conwactor in writing of such discovery and discrepancy. Failure of the Subconteactor to do so shall result in a
waiver of any right the Subcontractor may have to any applicable compensation hereunder or additional
compensation.
. Clean-up. Subcontractor shall keep the job site free from accumulation of wast: materials and rubbish caused
by its operations and upon the completion of each stage shall remove all of Sub:ontractor's materials.
Subcontractor shall move all usable material provided by Contractor to a location designated by Contractor.
Subcontractor shall sweep out any waste material from inside the home under sonstruction upon completion of
their operation. All clean up refuse shall be placed curbside or locations provislzd or designated by Contractor
and failure to comply with the terms of this paragraph shall authorize Contractor to undertake any necessary
clean-up activities and collect a One Hundred Dollar ($100) fine per day to Subcontractor. The cost of such
clean-up and the aforementioned fine shall be deducted from any. sums owed by Contractor té Subcontractor.
- Representation of Business Organization, Subcontractor, in performance of the Wark covered hereby, is an
independent subcontractor and shall have the sole discretion in the performanc: cf such Work, save and except
that the same must be performed in accordance with this Agreement and the plans and specifications set forth
on Exhibit "F" attached hereto and made part hereof. Subcontractor represents tai it shall employ only
competent, careful and orderly persons‘upon its Work and upon notification by ‘Contractor that the conduct of
any person employed by the Subcontractor is unsatisfactory, subcontractor will :inmediately remove such
person from the Work. Subcontractor represents and warrants that (i) the person executing this Agreement on
behalf is duly authorized and has full power to execute and deliver this Agreement, (ii) all corporate,
partnership, or other action requisite for the duc execution of this Agreement has been duly and effectively
taken or shall be taken prior to the execution and delivery of this Agreement, (ii:) this Agreement is or will be
(when executed) valid and binding obligations of Subcontractor, enforceable in ascordance with its terms, (iv)
this Agreement and Subcontractor’s performance thereof, does not and will nos violate any provisions of
Subcontractor’s constituent or organizational documents, or any contract, agrezinent, or governmental
requirement to which Subcontractor is subject, and the same do not require the cansent or approval of any
governmental authority, (v) Subcontractor has, and each Subcontractor’s employees, agents or permitted
subcontractors shall have the requisite skills, expertise, license, and knowledge: 1¢ perform the Work, (vii)
Subcontractor is in compliance with all governmental requirements to which il subject, and (viii)
Subcontractor has the financial ability and resources to perform the Work and ail ocher obligations, duties, and
covenants of Subcontractor under this Agreement.
- Insurance. General liability shall be acceptable to Contractor and shall be issued by Florida licensed insurance
companies meeting or exceeding a Best 2005 policy holder rating of “A-" or bziter and a financial rating of
“Class VII" or better. Subcontractor agrees to carry: (a) Broad Form Commer::ial General Liability insurance
on an Occurrence Form, naming the Indernnities as an addilional insured with mnpleted operations coverage
and containing a per occurrence limit of no less than One Million Dollars ($1,0¢C,C00.00) protecting against
bodily injury, broad form property damage, and personal injury claims arising from the exposures of: (i)
premises-operations; (ii) products and completed operations including materials designed, furnished, and /or
modified in any way by Subcontractor; (fii) independent subcontractors; (iv) contractual liability risk covering
the indemnity obligations set forth in this Agreement; and (v) property damage: resulting from explosion,
collapse, or underground (x, e, u) exposures; (b) Worker’s Compensation Insurance that provides statutory
benefits and coverage such that Indemnities will have no liability to Subcontractor's personnel, employees or
agents; (c) automobile liability insurance covering the use of all owned, non-owned, leased and hired vehicles
with bodily injury and property damage combined single limit of $1,000,000.and (¢) Professional Liability 7- Payment and liens. Subcontractor shall furnish Waivers of Lien, Release of Lie
O oo)
Insurance for Architects; Engineers, Surveyors, and other Professional Servict: Organizations, that provides a
per claim limit of no less than One Million Dollars ($1,000,000.00) protecting azinst faulty design and faulty
professional judgment. Contractor and Subcontractor (collectively, the Parties) intend and agree that the
coverage obtained by Subcontractor namirig Indemnities as an additional insured as set forth herein shall apply
ona primary basis with any Insurance of Contractor being excess coverage on a per project basis and the
Subcontractor shall furnish Contractor with an endorsement (using ISO Form CG 2010 11/85 or its equivalent).
Such coverages will be carried continuously during the term of this Agreement with insurance companies
acceptable to Contractor in its sole and absolute discretion. Such insurance shall provide for a waiver of
subrogation in favor of Indemnities. Subcontractor shall provide evidence th +h insurance is in full force by
furnishing Contractor with a Certificate of Insurance, or certified copies of the abcve policies. Each Certificate
of Insurance or policy shall contain an unqualificd clause to the effect that the folicy shall not be subject to
cancellation, non-renewal, adverse change, or reduction of amounts of coverays: without thirty (30) days prior
written notice to Contactor. Such inswrance shall be carried continuously from: hz date of commencement of
the Work until fiftcen (15) years thereafter, or as required by Florida statutes. The amounts and types of
insurance sct forth herein are the minimums required by Contractor and shall nat be substituted for an
independent determination by Subcontractor of the amounts and types of Insurance which Subcontractor shall
determine to be reasonably necessary to protect itself and the Work required to be performed under this
Agreement. NOT WITHSTANDING THE FOREGOING, IN THE EVENT THAT THE SUBCONTRACTOR
FAILS TO PROVIDE CONTRACTOR WITH EVIDENCE OF INSURANCI: AS REQUIRED HEREUNDER,
CONTRACTOR SHALL BE ENITITLED, BUT SHALL NOT BE OBLIGATIED, TO: (A) WITHHOLD AN
AMOUNT (ESTABLISHED BY CONTRACTOR IN ITS SOLE AND ABSGLUTE DISCRETION) FROM
SUBCONTRACTOR TO COMPENSTATE CONTRACTOR FOR THE ADI)ITIONAL COSTS OF ITS
WORKER'S COMPENSATION AND GENERAL LIABILITY INSURANCE PREMIUMS AND RISKS
AND ADMINISTRATIVE COSTS TO CONTRACTOR ASSOCIATED WI
UNINSURED SUBCONTRACTORS, THEIR EMPLOYEES OR AGENTS.
EXPRESSLY ACKNOWLEDGES THAT THIS WITHHOLDING IS NOT PAYMENT FOR INSURANCE,
AND SUBCONTRACTOR REMAINS OBLIGATED TO PROVIDE INSURANCE FOR ITSELF AND ITS
EMPLOYEES UNDER THIS CONTRACT AND THE AMOUNT WITHHELD MAY EXCEED THE
“ACTUAL COSTS INCURRED BY CONTRACTOR; (B) ACCEPT FROM SUBCONTRACTOR A WAIVER
OF INSURANCE TO THE EXTENT PERMITTED AND MADE IN ACORI)ANCE WITH THE
REQUIREMENTS OF ANY APPLICABLE STATUTES OR REGULATIONS: OR (C) PROVIDE ALLOR A
PORTION OF THE AFOREMENTIONED INSURANCES THROUGH AN OWNER CONTROLLED
INSURANCE PROGRAM (“OCIP") (if implemented, a deductive change orée: will be issued in accordance
with Exhibit J).
ind/or Final Affidavit of
Release of Lien for any and all material, services and labor provided or supp! ‘ough Subcontractor at time
of applicable payment. Failure to do so will result in Prime retaining and refusing payment until said Waivers
of Lien, Release of Liens and/or Final Affidavit of Release of Lien are provided it being specifically stipulated
that no payment shall be deemed earned until-and unless same is provided to Frime. Notwithstanding, in the
event Contractor has reason to believe that it is in its best interest, Contractor may make payment, on the
Subcontractor's account, dircctly to any material supplier or lowered tiered subcontractor, or by joint check
payable to the Subcontractor and such material supplicr or lowered tiered subcoatrzctor, less applicable
retainage. In that event, the amount so paid the material supplier or the lower fiered Subcontractor shall be
deducted from any payment due the Subcontractor. No direct or joint check payment by Contractor, hereunder,
shail, however, create any continuing obligation on the part of Contractor to maicc any payment to any material
supplier or lower tier Subcontractor, and no payment by Contractor to any material supplicr or lowered ticr
subcontwactor shall create any obligation to make any further payments to any material supplier or lowered to
your Subcontractor. 7
Governmental Requirements, Subcontractor agrees to comply with all Federal, statz, local, and county statutes,
ordinances, regulations, codes, licensing requirements and standards, and the requirzments of Williams-Steiger
Occupational Safety and Health Act of 1970 and amendments thercto, as well he safety, training and record-
keeping requirements of the Hazard Communication Standard, 29 C.F.R. § 1921.89 ot seq., or similar laws,
regulations, and the rules, regulations, or orders of all public authorities relating to performance of the Work,
including, without limitation, the procurement and posting of all required permis and notices. Subcontractor
i. Subcontractor
O
further agrees to indemnify and hold Contractor harmless from the payment of aay fine or penalty imposed as a
result of Subcontractor’s failure to comply with applicable laws and regulation
Warranties. Subcontractor unconditionally warrants to Contritor, its successors and assigns,
and to each purchaser of a house iticorporating the Work from Contractor, cach : bsequent owner, and their
successors and assigns (collectively refereed to as the “Homeowner”), that all labor performed and materials
furnished by Subcontractor shall conform to the specifications of this Agreement, are free from any defects or
deficiencies in workmanship or materials when judged by the standards of accepted residential construction
industry wade practices, and be in accordance with the requirements of all applicable government authorities.
All Work not conforming to the aforementioned requirements shall be considered to be defective. In addition to
the foregoing warranty, Subcontractor expressly warrants that the work shall remain free of defects for the
following warranty periods: (a) for a period of ten (10) years all structural elements, including, but not limited
lo, roof framing members (rafters and trusses), floor framing members (joists anu trusses), bearing walls,
columns, lintels (other than lintels supporting veneers), grinders, loan-bearing beains, and foundation and
footing systems; (b) for a period of two (2) years all (i) heating/ventilatiowair sonclitioning duct worl,
refrigerant lines, steam and water pipes, registers, convectors and dampers, (ii}"plumbing pipes (supply and
waste) and their fittings, as well as gas supply lines and vent: Pipes located within tac home, and (iii) electrical
wiring, electrical boxes and connections up to the public utility connections, instilled by Subcontractor (c) all
other elements for a period of two (2) year. The foregoing not withstanding, int u9 event shall a warranty period
for any system, clement or other portion of the Work be less than the applicable warranty period for such
system, element, or other portion of the Work under any residential warranty program from any residential
warranty company for the residential warranty policy to be provided by Contractor to any Homeowner (a
“Home Owners Warranty”). Subcontractor agrees that the performance/fulfilknent of any warranty repair
responsibilities by Contractor or any other third party will not affect, minimize, or -n any way obviate
Subcontractor’s warranty obligations, Subcontractor’s indemnity provided for herein, or the ability of
Contractor to request Subcontractor to perform warranty services in the future. Subcontractor shall furnish all
warranties and/or guarantees by manufacturers on appliances and equipment, and shall furnish all certificates
required by any snunicipality and/or VA and/or FHA. The foregoing is in addition to all other warranties .
provided by law or otherwise and not in limitation of periods of applicable statutes of limitation.
- Remedies. In the event that the Work.performed by Subcontractor pursuant to this Agreement is found by
Contractor to be defective or incomplete, or another subcontractor’s work is damaged by an act for which
Subcontractor, or its employees, agents or sub-subcontractors, are responsible, (en ractor shall have the right to
elect at its sole discretion to: (1) notify Subcontractor, at which time Subcontracter shall promptly correct such
Work, replace or repair any defective material, or repair any damage. Subcontrzctor agrees to make all repairs
and correct such defects under the applicable warranty within eight (8) hours of notice in an emergency (as
determined by Contractor in its sole discretion), and within forty-eight (48) hours nctice on a non-emergency
basis; (2) retain a third party to perform such duties, and retain any sums otheraisc duc Subcontractor under any
Purchase Order or invoice and apply such sums against such costs of completion, any related costs or damage,
including re-inspection fees, with any excess thereafter to be paid to. subcontractor. In the event the cost of such
remedial work exceeds the funds withheld.rcsulting in a deficiency, Subcontractor shall be fully responsible for
the deficiency, together with any damages and costs, including costs of arbitration: and reasonable attorney fees,
incurred by Contractor, and shall pay to Contractor this amount within thirty (=@ days of demand. In addition
to the foregoing remedies, Subcontractor expressly agrees that payment otherwise due Subcontractor from
Contractor may be withheld and offset against any damages or expenses incurred by Contractor, if: (i)
Subcontractor does not make prompt and proper payments to its employees, ageats, and/or permitted sub-
subcontractors, or fails to pay for-any labor, materials or equipment furnished to Subcontractor by third parties,
(ii) claims or liens are filed against the job location as a result of Subcontractor: Lions or omissions; (iii) in
Contractor's discretion, Contractor reasonably believes the Subcontractor’s Wark is not progressively
satisfactory or that the Work cannot or may not be completed in accordance with the: terms of this Agreement or
of the specifications; (iv) Subcontractor fails to perform, or to pay the costs and expenses of, warranty service,
any indemnity claim, taxes or legal order that is Subcontractor’s obligation uncler this agreement; (v)
Subcontractor fails to timely provide the evidence of insurance required pursur:nt to this Agreement and
Contractor has not accepted a waiver of such insurance; (vi) Subcontractor fails so pzomptly pay any fines or
penalties imposed against Contractor or Subcontractor related directly or indirectly to the Work; (vii)
Subcontractor has not provided necessary tools, material, or equipment for, or 2] up after, the op)
eZ- Entire Agi
. No
- Waiver. Any failure of Contractor to enforce any of the terms and provisions of
Subcontractor fails to comply with any other provision of this Agreement; (ix} Damaged on Account of delay:
Subcontractor will pay Contractor for the full amount of any loss or damage which Contractor may sustain by
reason of any delay caused by Subcontractor, such as failing to begin, continue, and complete the Work within a
regular production schedule. Subcontractor shall incur a fee of one hundred deilers ($100) per day, for any time
delays resulting from Subcontractor, The dities and obligations imposed by-this Agreement and rights and
remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and
remedies otherwise imposed or available by law. This Agreement shall be governed by the laws of the State of
Florida. Any dispute regarding the enforcement or interpretation of this Agreernent, in whole or in part, shall be
resolved by binding arbitration.
- Abandonment. Subcontractor unconditionally guarantees completion of the Work at the price set forth herein,
therefore, should Subcontractor abandon the Work before completion, Subcontractor will credit Contractor the
difference between the price agreed to herein and the price Contractor had to fry another Subcontractor to
complete the Work. Contractor shall specifically have the right to enforce this provision by arbitration or ina
court of law, whichever Contractor elects.
ment. Subcontractor certifies and agrees that this Agreement, the approved attachments and
Exhibits hereto, shall constitute the entire agreement between the parties and Subcontractor is fully familiar
with the terms, conditions, and obligations and there are no other agreements, oral or written, by and between
the Parties. Except as otherwise provided there, no provision of this Agreeme:1: may be amended or added to
except in writing signed by both Parties. This agreement is governed by the law: of the State of Florida in all
respects and shall bind the parties hereto and their heirs, legal representatives, successors and assigns. Where
there is an inconsistency in the contract documents, the following order of privity shall apply in resolving the
inconsistency: |. This Agreement; 2. General Conditions; 3. Subcontracto Acministration Letter; 4.
Specifications (insofar as quality of materials are concerned); 5. Plans (insofar as tac form of the work is
concerned) In the cvent any inconsistency cannot be resolved through the doctinents in the priority
aforementioned, Contractor shall resolve the inconsistency in Contractor's soli: aad absolute discretion.
. Severability. Should any provisions or portion of this Contract be found or rules! to be invalid , the same will not
invalidate the remaining provisions of this Contract, which provisions will re1 ‘n (ull force and effect.
Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement,
if any provisions of this Agreement serve to limit or qualify Sellcr’s obligation io complete construction of the
Home within the time period provided for by the Federal Interstate Land Sales Hell Disclosure Act as it applies
to this Contract then all of those provisions are hereby deleted and made null and vaid as if never a part of this
Agreement,
. Assienment. This Agreement shall not be assigned, in whole or in part, nor shall any party's obligations
hereunder be delegated or assigned, without the prior written consent of the othur party, which consent may not
be unreasonably withheld; provided, however, that Contractor may, without Subcontractor's consent, assign this
Agreement, in whole or in part, to an entity which controls or is controlled by ‘ontractor or ils common owners
or affiliates, or to a Contractor lender, with prior or subsequent notice to Subcontractor, and Subcontractor
agrees to execute all consents reasonably required to facilitate such assignments.
es. All notices to be sent to Subcontractor or Contractor shall be in writing, smd shall be sent to their
respective addresscs shown above by certified mail, return receipt requested.
s Agreement shall not
constitute a waiver of such required performance by. Subcontractor or of any other performances in the future.
required by Subcontractor hereunder.
- Miscellaneous. Subcontractor shall be solely responsible for withholding taxes, social security taxes, and
Florida unemployment taxes. CONTRACTOR PROHIBITS SUBCONTRACTOR FROM PERFORMING
WORK FOR PURCHASER. SUBCONTRACTOR AGREES NOT TO DIRECTLY ENTER INTO
AGREEMENT, ACCEPT PAYMENT AND/OR PERFORM ANY WORK FOR THE PURCHASER OF THE
HOME.
lnitigs?EXECUTED THISTHE__ £755 Day OF Hove 7 gs
PRIME HOMEBUILDERS
BY:
Chief Operating Officer
Prime Homebuilders Mine Ghivenn
Print Name and Title
Attachments:
Exhibit "A"—General Conditions to Subcontractor Base Agreement ("General Conditions")
Exhibit "B"—Scope of Work
Exhibit "C'"—Subcontractor Base Agreement Schedule of Values and Options
Exhibit "D"—Certificate of Insurance
Exhibit "E"— Payment Schedule Specifications for Subcontractor Base Agreement
Exhibit "F"—Plans and Specifications (Attached Plan)
Exhibit “G”’—OCIP Addendum
Initia Be
Page 8/8EXHIBIT "A"
General Conditions
Addendum to Subcontractor Base Agreement (“Agreement”) between
Contractor, PRIME HOMEBUILDERS, and Subcontractor,
AMERICAN SECURITY INSTALLERS [NC
PURPOSE OF THIS DOCUMENT
This document defines both and the Subcontractoi’s responsibilities in all the phases of °
construction. It is intended as a checklist that shall define Contractor’s standard of quality and
professionalism. The Subcontractor’s Work, as defined in the Agreernent, shall not be considered -
complete until all specifications herein contained and/or referenced are fully met.
RELATIONSHIP TO OTHER DOCUMENTS
Additional information and/or requirements are defined in:
© Selection Sheets
Architectural Plans/Approved Plans
Manufacturer's Specifications
Applicable Building Codes
Governmental Agencies Having Jurisdiction
Normal Standards of the Industry
Permit Option Sheets
Specifications
°. Production Schedules
°
°
20 0 0
All of the foregoing as considered part of the "Contract Documents," and are incorporated in the
Agreement by reference. All definitions and capitalized terms usec herein shall have the same
meaning as in the Agreement.
EXAMINATION OF THE DOCUMENTS
e Subcontractor shall examine the drawings, specifications and other Contract Documents,
shall visit the subdivision, and shall determine and judge for itself, as to the character of the
proposed Work, physical conditions at the site and the locations of the existing utility
connections. 7
WORKMANSHIP
e The Subcontractor agrees that all Work under the Agreement shal]-commence, proceed
diligently and shall be completed per the Scope of Work containecl in the Agreement, any
attachments or exhibits thereto, or any work orders or purchase orders subsequently issued by
Contractor. All Work shall proceed in accordance with a schedule: satisfactory to and in the—
Page 1/8© O
sequence of construction as directed by Contractor. The subcontra:tor shall be responsible
for passing any applicable and required building inspections, and for all re-inspection fees
that are the result of its failure to pass inspection. The corrective action to pass the inspection
shall be expeditious and within the time frame allotted by the Corr:ractor Construction
Manager. Subcontractor shall provide an appropriate representative at the time of
inspection.
Work shall be performed in a timely, quality, professional and weu-kmanlike manner.
Completed Work and materials shall conform to the Contractor's caodels except with written
authorization from a Contractor Construction Manager. Workmanship shall be equal to the
best-accepted trade practices. There shall be no substitutions of material without written
authorization from Contractor. :
Subcontractor shall perform all Work under the Agreement in accordance to the city/county
approved building plans. Failure to conform and perform work pex the approved building
plans may result in errors and costs that shall all be borne by the Subcontractor.
Subcontractor shall use adequate numbers of skilled workers whc are thoroughly trained and
experienced in the necessary crafts, and who are completely familiar with the specified
requirements and the methods needed for proper performance of the Work in this bid section.
Subcontractor shall provide all tools, equipment, and vehicles necessary for the Work under
the Agreement.
Under no circumstances should a Subcontractor’s vehicle occupy a driveway. Should a
Subcontractor fail to respect this order, a fee of $250 per occurrence shall be assessed to the
Contractor. :
‘Subcontractor shall provide all materials necessary to perform the. Work under the
Agreement.
LICENSES AND PERMITS
°
Subcontractor shall obtain and pay for all licenses and permits required for the Work (except
the building permit). Subcontractor shall pay all fines and penaltizs i
Subcontractor or Contractor for failure to obtain any necessary li
permits or for violation of laws, ordinances, rules or regulations cf any government authority
with jurisdiction over the site or the Work by Subcontractor.
Subcontractor is responsible for all permits, occupational licerises, inspections, and tests that
may be required by the local Building Department. All failed inspections shall be paid and
recalled, by the Subcontractor on the same day of the failed and/cr missed inspection.
Subcontractor shall retain such employees as may be necessary for the successful and timely
completion of the Work. Subcontractor's employees shall be licensed if required by the State,
City, or County, and experienced and competent in performance of the Work in an efficient
=<
Initials
Page 2/8O
O ;
and workmanlike manner.
INSTALLATION
° All installations shall be in accordance with manufacturer's printed instructions. Materials
and workmanship shall conform, or exceed where specified, to all applicable Federal, State,
and Local building and safety codes.
e Contractor's Construction Manger shall check all Work after the installing Subcontractor, or
its representative, has inspected the Work and made any necessary corrections. Payment for
Work shall be approved and processed only after the Work to be performed has been 100%
. completed and found to be free of any defects, errors, omissions or discrepancies, as
determined in Contractor’s Construction Manager’s sole and absolute discretion..
JOB CONDITIONS
e Contractor shall try to provide the best working conditions possitile. However, the
Subcontractor acknowledges and understands that the job conditicns shall not be perfect.
Subcontractor further agrees to perform any function as may be required to complete his/her
to Work within Subcontractor's overall construction schedule (inc“usive of, but not limited to,
weekend work), for the price set forth in paragraph 2 of the Agreement. In the event that the
job is not ready for the Subcontractor, it shall refrain from perfonning said Work or correct
previously performed Work until satisfactory performance, which shall be determined by
Contractor. Once the Subcontractor performs Work, it is responsible for the quality of Work
and shall bear all-the responsibility and cost for removal and replacement if necessary, and/or
subsequent damage to the work of others.
INSPECTION
© Subcontractor shall be responsible for inspecting any work of another subcontractor that may
affect its own Work and shall report the results of such inspections in writing to Contractor.
Any defects in such Work upon discovery of the defect prior to commencing work under a
work order or he shall be deemed to have accepted such work as correct and fit to be
accommodated into its own. Liability for covering faulty workmemship shall be deemed the
total cost of correction.
e Contractor shall have the right to inspect Subcontractor's Work av: any time during its
progress. Contractor shall inspect the Work for quality and conftumity with the plans and
specifications and manufacture's installation instructions within 4& hours of notice of
completion from thé Subcontractor. Defects shall be corrected by the Subcontractor within
48 hours of Subcontractor's notice of such defects.
SAFETY
° The Subcontractor shall be responsible for the initial maintaining and supervision of all
safety precautions and programs in connection with its Work) in avcordance with all :
vince
Page 3/8O ao
governmental, federal, state, and local building codes and regulations. The aforementioned
responsibilities shall include all rules, regulations, standards and z:mendments to Federal
Occupational Safety and Health Act. Subcontractor shall immediately reinstall any safety
rails it has removed - otherwise the Subcontractor may be fined $:250 per violation. Any
fines, penalties, or fees imposed by a government agency on Contractor for any violation
whatsoever, on the part of the.subcontractor, shall be the full responsibility of the
Subcontractor.
e Subcontract
Preview
IN THE CIRCUIT COURT OF THE 15™ JUDICIAL CIRCUIT IN AND FOR PALM BEACH COUNTY, FLORIDA CASE AMERICAN SECURITY INSTALLERS, INC., NO. 50 2008 CA 0.021 4 6 XXXXMB A Florida corporation, 6 yaa! “ COMPLAINT Plaintiff, AM v. 7 3 RIME INVESTORS AND DEVELOPERS, INC., ; Ss Florida corporation, fas : y Defendant. ge z == Pe) Ab: Plaintiff, AMERICAN SECURITY INSTALLERS, INC., a Florida corporation (hereinafter sometimes referred to as “Plaintiff’), hereby sues Defendant, PRIME INVESTORS AND DEVELOPERS, INC., a Florida corporation (hereinafter referred to as “Defendant’), and alleges as follows: 1. This is a Complaint for damages in excess of $15,000.00, exclusive of interest, court costs and attorney fees. 2. Plaintiff is Florida corporation, with its principal place of business in Palm Beach County, Florida. 3. Defendant is a Florida corporation, with its principal place of business in Palm Beach County, Florida.4. At all times material hereto, the acts, omissions, events and transactions that give rise to this cause of action occurred in Palm Beach County, Florida. 5. Each and every cause of action set forth herein accrued in Palm Beach County, Florida. 6. On or about August 3, 2006, Plaintiff and Defendant entered into a Subcontractor Base Agreement (hereinafter referred to as “Contract”), whereby Plaintiff agreed to supply and install low voltage telephone, cable, speaker, intercom, security data and vacuum system wiring systems for communities being developed by Defendant and Defendant agreed to pay for same. A copy of the Contract is attached hereto and marked as Exhibit “A.” 7. Plaintiff and Defendant further agreed that Plaintiff would provide bulk alarm monitoring agreements for certain homes in said developments. 8. Plaintiff provided all of the services provided for in the Contract; however, Defendant has failed and refused to pay Plaintiff for said services. 9. Plaintiff has engaged the undersigned attorneys to represent him in this action and is obligated to pay them a reasonable attorneys’ fee. 10. All conditions precedent to the filing of this action have occurred, been waived or otherwise have been satisfied. COUNT I- BREACH OF CONTRACT 11. Plaintiff repeats and re-alleges each and every allegation set forth in paragraphs 1 through 10 above.12. On or about August 3, 2006, Plaintiff and Defendant entered into a binding written agreement. The Contract specifically set forth those services to be provided by Plaintiff and specifically requires Defendant to pay for same. 13. Defendant breached its obligations under the Contract by failing to compensate Plaintiff for its services. 14. Plaintiff has been damaged by Defendant’s breach since Plaintiff performed all of the services without receiving payment for same. 15. Plaintiff has attempted to resolve this matter with the Defendant prior to filing suit; however, all attempts have been ineffective. 16. All conditions precedent to the filing of this action, if any, have occurred, been waived or otherwise have been satisfied. 17. Plaintiff has engaged the undersigned attorneys to represent him in this action and is obligated to pay a reasonable attorneys’ fee, which is recoverable from Defendant pursuant to Section 16 of the Contract. WHEREFORE, Plaintiff, AMERICAN SECURITY INSTALLERS, INC., a Florida corporation, demands judgment against Defendant, PRIME INVESTORS AND DEVELOPERS, INC., in the amount of $104,046.04, plus interest, court costs, attorneys’ fees and for any other and further relief as this Court deems just and proper.COUNT II: UNJUST ENRICHMENT. 18. Plaintiff re-affirms and re-alleges each and every allegation set forth in Paragraphs 1 through 10 above. 19. On or about August 3, 2006, Defendant requested that Plaintiff provide certain services for Defendant. 20. Plaintiff performed said services for Defendant at Defendant's request and provided to Defendant invoices for said services. A copy of the amounts due and owing to Plaintiff is attached hereto and marked as Exhibit "B". 21. Defendant has not paid for any of the services provided by Plaintiff. 22. Plaintiff's delivery of services constituted its compliance with Defendant’s request for such services. 23. Defendant has been unjustly enriched for the services provided by Plaintiff. 24. Plaintiff has retained the undersigned Counsel and is obligated to pay a reasonable fee for its services and the Defendant has agreed, pursuant to Section 16 of the Contract, to pay Plaintiff's Counsel a reasonable attorneys’ fee. WHEREFORE, Plaintiff, AMERICAN SECURITY INSTALLERS, INC., a Florida corporation, demands judgment for damages for the reasonable value of its services and costs against the Defendant, PRIME INVESTORS AND DEVELOPERS, INC., together with court costs and a reasonable attorney's fee.COUNT III: QUANTUM MERUIT 25. Plaintiff reaffirms and re-alleges each and every allegation set forth in Paragraphs 1 through 10 above. 26. On or about August 3, 2006, Plaintiff agreed to perform certain services for Defendant. 27. Plaintiff performed said services for Defendant which Defendant agreed to pay a reasonable fee therefore. 28. Defendant benefited from the services provided to it as evidenced by the statements which not only show the amounts due to Plaintiff, but also detail the services provided to Defendant. A copy of the statements is attached hereto as Exhibit "B". 29. Defendant was and is aware that Plaintiff expected payment for the services rendered on behalf of the Defendant as evidenced by the Contract attached hereto as Exhibit “A”. 30. Defendant has been unjustly enriched for the services provided by Plaintiff. 31. Plaintiff has retained the undersigned Counsel and is obligated to pay a reasonable fee for its services and the Defendant has agreed, pursuant to Section 16 of the Contract, to pay Plaintiff's Counsel a reasonable attorneys’ fee. WHEREFORE, Plaintiff, AMERICAN SECURITY INSTALLERS, INC., a Florida corporation, demands judgment for damages for the reasonable value of itsservices and costs against the Defendant, PRIME INVESTORS AND DEVELOPERS, INC., together with court costs and a reasonable attorney's fee. Respectfully submitted this | e day of January, 2008. OSTRZENSKI & STRICKLIN, P.A. 900 E. Hillsboro Blvd., Suite A Deerfield Beach, Florida 33441 Telephone: (954) 229-2468 Facsimile: (954) 229-2546 Battosz A. Ostrzenski, Esq. Florida Bar No. 597600SUBCONTRACTOR BASE AGREEMENT NAME OF COMPANY: _AMIERICAN SECURITY INSTALLERSINC SOCIAL SECURITY # 59 NAME OF OWNERS: __LEWIMANN, MICHAEL T BUSINESS ADDRESS:_S00 SPANISH RIVER BLYD SUITE 15, BOCA RA’ BUSINESS PHONE:_561-988-8885 - malt E-MAIL ADDRES: INSURANCE COMPANY: ae (WORIKER'S COMPENSATION): (COMMERCIAL GENERAL LIABILITY): (AUTOMOBILE LIABILITY): . ann PROJECT: PORTORINO VISTA aa DATE: _SULY 19™. 2006 ann) NFL 33431 SUBCONTRACTOR MUST COMPLY WITH CONTRACTOR’S INSURANC! REQUIREMENTS AS SPECIFIED HEREIN AND PROOF OF SUCH COMPLIANCE MUST BE SUBMITTED TO. CONTRACTOR PRIOR TO WORK COMMENCEMENT OR AN AUTOMATIC WITHHOLDING OF PAYMENT WILL BE ASSESSED TO CONTRACTOR'S PAYMENT AS DICTATED. This Subcontractor Base Agreement ("Agreement"), together with the items and exhibits attached hereto, and any work orders, purchase orders, and job schedules subsequently issued by PRIME HOMEBUILDERS, shall constitute the Agreement between the Contractor, PRIME HOMEBUILDERS., (“Contractor”) and the undersigned Subcontractor, AMERICAN SECURITY INSTALLERS INC (“Subcontractor"), For and in consideration of the mutual covenants contained herein and other good and valuable consideration, in hand paid, the receipt and sufficiency of which are hereby acknowledged, the parties agree as fol:ows: 1. ‘The work to be performed by the Subcontractor ("Work") hereunder is generally described as: LOW VOLTAGE (TELEPHONE, CABLE, SPEAKER, INTERCOM. SECURITY, DATA, VACUUM SYSTEM) 2. The price and other payment terms and conditions are as follows: See Exhibit “C” we ‘The following arc the items and exhibits attached hereto: Exhibit "A"—General Conditions to Subcontractor Base Agreement ("General Conditions’ hibit "3"—Scope of Work '—Subcontvactor Base Agreement Schedule of Values and Option: ‘—Certificate of Insurance '— Payment Schedule Specifications for Subcontractor Base Agreertent Exhibit "F"—Plans and Specifications (Attached Plan) Exhibit “G’—OCIP Addendum 4. Scope of Work, The herein referred “Work” is the work, labor, services, maturizls, supplies, equipment, ry, tools, permits, licenses and other facilities of every kind and description required for the prompt and efficient execution and completion of the work described in both Exhibit “A” - encral Conditions and Subcontractor Base Agreement and Exhibit “B” — Scope of Work, attached hereto and-are made a part hereof, for the Subcontractor to perform and complete for the above referenced Project. All work performed by Subcontractor for shall be subject to the terms and conditions of this Agreement. Such exhibits outline all work to be performed by Subcontractor for Contractor. All applicable pricing for the \Vork shall be as outlined in Exhibit “C” — Schedule of Values and Options as fully executed by Contractor and Subcontractor. Such scheclule is hereto attached and hereby incorporated into this agreement. It is uaclerstood that no deviation of such schedule will be valid unless revised by‘Contractor and fully executed by botk Contractor and Subcontractor. jt is understood and agreed that Contractor is not obligatcd to award any work on the specified EXHIBIT CA eed() vy Project to Subcontractor, docs not guarantee any quantity of work to Subcontractor on any particular Project, and Contractor may at its sole option retain others to perform work at any job ion at the Project in addition to or in place of said Subcontractor at Contractor’s discretion. Subcontractor :iliall comply with the provisions of any social security and unemployment insurance laws , state or federal, as raay now or hereafter be enforced, which apply to the work and pay all governmental sales and use taxes or similac |2vies on all materials, tools and equipment furnished with regard to the work. Performance of Work. Subcontractor further warrants that all materials ard equipment used or incorporated in the Work shall be new, and that all labor, services and material: furnished by Subcontractor shall be free of defect for the periods set forth in the General Conditions attaclu:4 hereto and made a part hereof. Notwithstanding anything contained herein to the contrary, all Work shall be performed and any defects shall be corrected in accordance with this Agreement to the satisfaction of Contractor. ‘Subcontractor’s commencement of the Work shall be deemed as Subcontractor’s agreement to complete the Work by the completion datc specified by Contractor’s appointed field personnel and shall be deemed as Coniractor’s acknowledgment that Subcontractor has inspected the job location and approves of the requirements its specified. Subcontractor acknowledges TIME IS OF THE ESSENCE in the performance of all Work. Subcontractor shall coordinate with Contractor all Work schedules and cooperate with other subcontractors alike. Subcontractor must commence the work immediately when notified by Contractor and conduct thi: work continuously and with reasonable diligence in strict accordance with Contractor’s time schedule, exc2p: in the cases of God. Subcontractors shall perform all work in a good and workmanlilce manner, in ascerdance with the plans and specifications of Contractor, according to industry standard practices. Subcontractor hereby warrants that the Work will meet or exceed FHA minimum property standards, VA requirements, all laws and regulations and any applicable building code requirements, Contractor shall have the right o inspect the Work at any time, but such inspections shall not be constructed as a waiver of obligations, representilions and or warranties of Subcontractor as lo the work. At all times during the performance of this Agreement, Contractor shall be entitled to hold, on all Work in progress, ten percent (10%) of the contract pris set forthin section 2 above, and such other sums permitted by Florida law, until completion of the work is det:rmined satisfactory to Contractor in its sole and absolute discretion, to the exient allowed by law. Subcontractor waives his right to constitutional and statutory liens on any job not fully performed by Subcontractor. Due Diligence./ Assumed Responsibility. The Subcontractor further acknowledyes and represents to Contractor that it has visited and cxamined the site upon which the Work under this Agreement shall be performed, that it has examined all conditions of every kind and nature that may affect the Worl:, and that it is fully familiar with all such conditions. In connection therewith, the Subcontractor represents ancl warrants to Contractor that il has, by careful examination, satisfied itself as to: (a) the nature, location and charazter of the site, including, without limitation, surface and subsurface conditions that are visually observable, all strectures and obstructions pertaining thereto, both natural and man made, and all visually observable surface and subsurface conditions of the areas surrounding the site; (b) the nature and character of the area in which the project site is located, including, without limitation, site access, available laborer supply and cost, available equipment supply and cost; and (c) the quality and quantity of all matcrials, supplics, tools, equipment, labor and services of any kind and represents and warrants that Subcontractor possesses sufficient experienc: and expertise to determine, based upon the above, that the Site is sufficient to complete the Work on or Le: schedule and for the price set forth in paragraph 2 above. Subcontractor hereby acknowledges that Sul:contractor is thoroughly familiar with the plans and specifications as such plans and specifications affect the Work: end materials incorporated therein. Subcontractor shall be responsible for inspecting any work of another subsontractor that may affect Subcontractor’s own Work, and shall report in writing to Contractor any defe::ts prior to commencement of any Work, or subcontractor shall be deemed to have accepted such Work for inclusion into Subcontractor’s Work. Upon commencement of Subconiractor’s work it shall be deémed as Subconvastor has accepted such Work as being part of Subcontractors Work. Subcontractor shall secure and maintain all permits, licenses and approval necessary for or applicable to the performance of their work. If Subcontractor subcontracts any of the Work to the extent permitted under this Agreement, Subcontractor guarantees that such third party shall indemnity Contractor and meet all insurance requirements set forth herein. Prior to the ¢u9-subcontractor’s commencement of the Work, Subcontractor shall obtain a signed agreement from such third party indemnifying Contractor and provide to Contractor evidence of satisfactory insurance. In addition, Subcontractor shall require that cach supplicr or sub-subcontractor indemnify Contractor from all los ing from any materials or labor incorporated into the Worl, Subcontractor shall require sub-subcontractors and material suppliers toagrec to submit to binding arbitration on the terms set forth herein. Subcontractor understands and agrecs that for all purposes, including the purposes of this Agreement, Subcontractor shall be fully responsible for any and all of the actions of any sub-subcontractor engaged by Subcontractor or who pezforms any part of the Work, and all obligations of Subcontractor under this Agreement shal] be deemed to be the obligations of such sub- subcontractors to Contractor for which Subcontractor shall be fully responsible: to Contractor. SUBCONTRACTOR INDEMNITY AND WAIVER. TO THE FULLEST E: PERMITTED BY LAW, SUBCONTRACTOR HEREBY AGREES TO PROTECT, DEFEND, INDEMNIFY, AND HOLD OWNER, CONTRACTOR, ITS PARENT CORPORATION, SUBSIDIARIES AND AI'(LIATES, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS, INSTITUTIONAL LENDERS, AND INSURERS, (HEREIN COLLECTIVELY REFERRED TC IE “INDEMNITEE(S)”), FREE AND HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTIONS, SUITS, OR OTHER LITIGATION OF EVERY KIND AND CHARACTER (INCLUDING ALL COSTS THEREOF AND ATTORNEY’S FEES), UP TO ONE MILLION DGILARS ($1,000,000.00), WHETHER ASSERTED BY THE HOMEOWNER, SUBCONTRACTOR, OR. ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, PERSONNEL FURNISHED BY SU}3CONTRACTOR, ITS SUPPLIERS AND PERMITTED SUBCONTRACTORS OF ANY TIER), ON ACCOUNT OF BODILY OR PERSONAL INJURY, DEATH, OR DAMAGE TO OR LOSS OF PROPERTY (.NCLUDING THE LOSS OF USE THEREOF), (HEREIN COLLECTIVELY REFERRED TO AS “LOSS"), IN ANYWAY OCCURING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH: (I) A BREACH OF THE WARRANTIES, REPRESENTATIONS, OBLIGATIONS, AND COVENANTS PROVIDED HEREIN BY SUBCONTRACTOR; (Il) THE WORK PERFORMED OR TO BE PERFORMIED BY SUBCONTRACTOR OR SUBCONTRACTOR’S PERSONNEL; OR (Ill) ANY NEGLIGENT ACTION AND/OR OMISSION OF THE INDEMNITEE RELATED IN ANY WAY TO THE WORK, EVEN WIIiN THE LOSS IS CAUSED BY THE FAULT OR NEGLIGENCE OF THE INDEMNITEE. ANY PAYMENTS BY SUBCONTRACTOR UNDER THIS PARAGRAPH ON BEHALF OF THE INDEMNITEE SHALI, EE: IN ADDITION TO ANY AND ALL OTHER LEGAL REMEDIES AVAILABLE TO THE INDEMNI AND SHALL NOT BE CONSIDERED THE INDEMNITEE’S EXCLUSIVE REMEDY. SUBCONTEACTOR AND SUBCONTRACTOR’S EMPLOYEES, PERSONNEL, AGENTS, AND PERIVJTTED SUB- SUBCONTRACTORS SHALL BE SOLELY RESPONSIBLE FOR THEIR ‘CTIVE TOOLS AND EQUIPMENT, AND HEREBY WAIVE ANY RIGHT OF RECOVERY AGAINST THE INDEMNITEE WITH RESPECT TO ANY LOSS INVOLVING SUCH TOOLS OR EQUIPMENT, AND HEREBY WAIVE ANY RIGHT OF RECOVERY AGIANST THE INDEMNITEE WITH RESFECT TO ANY LOSS INVOLVING SUCH TOOLS OR EQUIPMENT IN ANY WAY OCCURING, INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH, THE WORK TO BE,PERFORMEL } UNDER. SUBCONTRACTOR ACKNOWLEDGES THAT ONE PERCENT (1%) OF THE AGREED PRICE 1S GIVEN BY CONTRACTOR AND ACCEPTED BY SUBCONTRACTOR A33 SPECIFIC CONSIDERATION FOR THE INDEMNIFICATIONS PROVIDED IN THIS PARAGRAPH ANI) ELSEWHEREIN THIS AGREEMENT. 7 Schedule requirements. Subcontractor shall schedule all Work to the requiren:enis of Contractor. Subcontractor shall man the job with sufficient personnel to complete the Work cn or before schedule. Time is of the essence in the performance of Subcontractor’s Work under this Agreement. As Prime shall suffer damages by reason of any delay in the performance of Subcontractors work, Sutcoatractor agrecs that it is just and fair that should Subcontractor fail to complete all work in a timely manner «s set forth by Prime, Subcontractors shall credit back to Prime the sum of $100.00 for each and every day Subcontractor is late in completing Subcontractor’s work. Prime shall have the right of setoff and to deduct this sum from any sum do and owing to Subcontractor. ‘his right is cumulative with any and all other ts Prime may be entitled to exercise and shall not be deemed an election of remedies nor shall it preclude Prime from declaring Subcontractor in breach of contract. Plans/Specifications. All labor and materials furnished by the Subcontractor sill ke in accordance with the plans and specifications set forth on Exhibit “F" attached hereto and made patt hereof. The Subcontractor shall keep a copy of such plans and specifications on each job while the Work is in'vogress. Subcontractor nowledges that Subcontractor is thoroughly familiar with the plans and specifications set forth on Exhibit attached hereto and made part hereof, as such plans and specifications matc:ially affect the Work conyacted—, a —for herein. ‘he Subcontractor further acknowledges that the plans and specifications set forth on Exhibit "F" attached hereto and madc part hereof are sufficient to enable the Subcontractor 19 complete its Work on or before schedule, and for the price set forth in paragraph 2 above, and that such plans and specifications include all Work, whether or not shown or described, which reasonably may be inferred to be required for the completion of the work in full compliance with all applicable codes, laws, ordinances and regulations. The Subcontractor further acknowledges and agrees that, in the event of any conflicting provisions among or within such plans and specifications that cannot be resolved under Section 26 below cr the "Priority" section of the General Conditions, then, Contractor shall, in its sole and absolute discretion, mine which of the conflicting requirements shall govern. In the event Subcontractor discovers any such conflicting provisions, o1 any other discrepancics among or within such plans and specifications, the Subcontractor shall promptly notify Conwactor in writing of such discovery and discrepancy. Failure of the Subconteactor to do so shall result in a waiver of any right the Subcontractor may have to any applicable compensation hereunder or additional compensation. . Clean-up. Subcontractor shall keep the job site free from accumulation of wast: materials and rubbish caused by its operations and upon the completion of each stage shall remove all of Sub:ontractor's materials. Subcontractor shall move all usable material provided by Contractor to a location designated by Contractor. Subcontractor shall sweep out any waste material from inside the home under sonstruction upon completion of their operation. All clean up refuse shall be placed curbside or locations provislzd or designated by Contractor and failure to comply with the terms of this paragraph shall authorize Contractor to undertake any necessary clean-up activities and collect a One Hundred Dollar ($100) fine per day to Subcontractor. The cost of such clean-up and the aforementioned fine shall be deducted from any. sums owed by Contractor té Subcontractor. - Representation of Business Organization, Subcontractor, in performance of the Wark covered hereby, is an independent subcontractor and shall have the sole discretion in the performanc: cf such Work, save and except that the same must be performed in accordance with this Agreement and the plans and specifications set forth on Exhibit "F" attached hereto and made part hereof. Subcontractor represents tai it shall employ only competent, careful and orderly persons‘upon its Work and upon notification by ‘Contractor that the conduct of any person employed by the Subcontractor is unsatisfactory, subcontractor will :inmediately remove such person from the Work. Subcontractor represents and warrants that (i) the person executing this Agreement on behalf is duly authorized and has full power to execute and deliver this Agreement, (ii) all corporate, partnership, or other action requisite for the duc execution of this Agreement has been duly and effectively taken or shall be taken prior to the execution and delivery of this Agreement, (ii:) this Agreement is or will be (when executed) valid and binding obligations of Subcontractor, enforceable in ascordance with its terms, (iv) this Agreement and Subcontractor’s performance thereof, does not and will nos violate any provisions of Subcontractor’s constituent or organizational documents, or any contract, agrezinent, or governmental requirement to which Subcontractor is subject, and the same do not require the cansent or approval of any governmental authority, (v) Subcontractor has, and each Subcontractor’s employees, agents or permitted subcontractors shall have the requisite skills, expertise, license, and knowledge: 1¢ perform the Work, (vii) Subcontractor is in compliance with all governmental requirements to which il subject, and (viii) Subcontractor has the financial ability and resources to perform the Work and ail ocher obligations, duties, and covenants of Subcontractor under this Agreement. - Insurance. General liability shall be acceptable to Contractor and shall be issued by Florida licensed insurance companies meeting or exceeding a Best 2005 policy holder rating of “A-" or bziter and a financial rating of “Class VII" or better. Subcontractor agrees to carry: (a) Broad Form Commer::ial General Liability insurance on an Occurrence Form, naming the Indernnities as an addilional insured with mnpleted operations coverage and containing a per occurrence limit of no less than One Million Dollars ($1,0¢C,C00.00) protecting against bodily injury, broad form property damage, and personal injury claims arising from the exposures of: (i) premises-operations; (ii) products and completed operations including materials designed, furnished, and /or modified in any way by Subcontractor; (fii) independent subcontractors; (iv) contractual liability risk covering the indemnity obligations set forth in this Agreement; and (v) property damage: resulting from explosion, collapse, or underground (x, e, u) exposures; (b) Worker’s Compensation Insurance that provides statutory benefits and coverage such that Indemnities will have no liability to Subcontractor's personnel, employees or agents; (c) automobile liability insurance covering the use of all owned, non-owned, leased and hired vehicles with bodily injury and property damage combined single limit of $1,000,000.and (¢) Professional Liability 7- Payment and liens. Subcontractor shall furnish Waivers of Lien, Release of Lie O oo) Insurance for Architects; Engineers, Surveyors, and other Professional Servict: Organizations, that provides a per claim limit of no less than One Million Dollars ($1,000,000.00) protecting azinst faulty design and faulty professional judgment. Contractor and Subcontractor (collectively, the Parties) intend and agree that the coverage obtained by Subcontractor namirig Indemnities as an additional insured as set forth herein shall apply ona primary basis with any Insurance of Contractor being excess coverage on a per project basis and the Subcontractor shall furnish Contractor with an endorsement (using ISO Form CG 2010 11/85 or its equivalent). Such coverages will be carried continuously during the term of this Agreement with insurance companies acceptable to Contractor in its sole and absolute discretion. Such insurance shall provide for a waiver of subrogation in favor of Indemnities. Subcontractor shall provide evidence th +h insurance is in full force by furnishing Contractor with a Certificate of Insurance, or certified copies of the abcve policies. Each Certificate of Insurance or policy shall contain an unqualificd clause to the effect that the folicy shall not be subject to cancellation, non-renewal, adverse change, or reduction of amounts of coverays: without thirty (30) days prior written notice to Contactor. Such inswrance shall be carried continuously from: hz date of commencement of the Work until fiftcen (15) years thereafter, or as required by Florida statutes. The amounts and types of insurance sct forth herein are the minimums required by Contractor and shall nat be substituted for an independent determination by Subcontractor of the amounts and types of Insurance which Subcontractor shall determine to be reasonably necessary to protect itself and the Work required to be performed under this Agreement. NOT WITHSTANDING THE FOREGOING, IN THE EVENT THAT THE SUBCONTRACTOR FAILS TO PROVIDE CONTRACTOR WITH EVIDENCE OF INSURANCI: AS REQUIRED HEREUNDER, CONTRACTOR SHALL BE ENITITLED, BUT SHALL NOT BE OBLIGATIED, TO: (A) WITHHOLD AN AMOUNT (ESTABLISHED BY CONTRACTOR IN ITS SOLE AND ABSGLUTE DISCRETION) FROM SUBCONTRACTOR TO COMPENSTATE CONTRACTOR FOR THE ADI)ITIONAL COSTS OF ITS WORKER'S COMPENSATION AND GENERAL LIABILITY INSURANCE PREMIUMS AND RISKS AND ADMINISTRATIVE COSTS TO CONTRACTOR ASSOCIATED WI UNINSURED SUBCONTRACTORS, THEIR EMPLOYEES OR AGENTS. EXPRESSLY ACKNOWLEDGES THAT THIS WITHHOLDING IS NOT PAYMENT FOR INSURANCE, AND SUBCONTRACTOR REMAINS OBLIGATED TO PROVIDE INSURANCE FOR ITSELF AND ITS EMPLOYEES UNDER THIS CONTRACT AND THE AMOUNT WITHHELD MAY EXCEED THE “ACTUAL COSTS INCURRED BY CONTRACTOR; (B) ACCEPT FROM SUBCONTRACTOR A WAIVER OF INSURANCE TO THE EXTENT PERMITTED AND MADE IN ACORI)ANCE WITH THE REQUIREMENTS OF ANY APPLICABLE STATUTES OR REGULATIONS: OR (C) PROVIDE ALLOR A PORTION OF THE AFOREMENTIONED INSURANCES THROUGH AN OWNER CONTROLLED INSURANCE PROGRAM (“OCIP") (if implemented, a deductive change orée: will be issued in accordance with Exhibit J). ind/or Final Affidavit of Release of Lien for any and all material, services and labor provided or supp! ‘ough Subcontractor at time of applicable payment. Failure to do so will result in Prime retaining and refusing payment until said Waivers of Lien, Release of Liens and/or Final Affidavit of Release of Lien are provided it being specifically stipulated that no payment shall be deemed earned until-and unless same is provided to Frime. Notwithstanding, in the event Contractor has reason to believe that it is in its best interest, Contractor may make payment, on the Subcontractor's account, dircctly to any material supplier or lowered tiered subcontractor, or by joint check payable to the Subcontractor and such material supplicr or lowered tiered subcoatrzctor, less applicable retainage. In that event, the amount so paid the material supplier or the lower fiered Subcontractor shall be deducted from any payment due the Subcontractor. No direct or joint check payment by Contractor, hereunder, shail, however, create any continuing obligation on the part of Contractor to maicc any payment to any material supplier or lower tier Subcontractor, and no payment by Contractor to any material supplicr or lowered ticr subcontwactor shall create any obligation to make any further payments to any material supplier or lowered to your Subcontractor. 7 Governmental Requirements, Subcontractor agrees to comply with all Federal, statz, local, and county statutes, ordinances, regulations, codes, licensing requirements and standards, and the requirzments of Williams-Steiger Occupational Safety and Health Act of 1970 and amendments thercto, as well he safety, training and record- keeping requirements of the Hazard Communication Standard, 29 C.F.R. § 1921.89 ot seq., or similar laws, regulations, and the rules, regulations, or orders of all public authorities relating to performance of the Work, including, without limitation, the procurement and posting of all required permis and notices. Subcontractor i. Subcontractor O further agrees to indemnify and hold Contractor harmless from the payment of aay fine or penalty imposed as a result of Subcontractor’s failure to comply with applicable laws and regulation Warranties. Subcontractor unconditionally warrants to Contritor, its successors and assigns, and to each purchaser of a house iticorporating the Work from Contractor, cach : bsequent owner, and their successors and assigns (collectively refereed to as the “Homeowner”), that all labor performed and materials furnished by Subcontractor shall conform to the specifications of this Agreement, are free from any defects or deficiencies in workmanship or materials when judged by the standards of accepted residential construction industry wade practices, and be in accordance with the requirements of all applicable government authorities. All Work not conforming to the aforementioned requirements shall be considered to be defective. In addition to the foregoing warranty, Subcontractor expressly warrants that the work shall remain free of defects for the following warranty periods: (a) for a period of ten (10) years all structural elements, including, but not limited lo, roof framing members (rafters and trusses), floor framing members (joists anu trusses), bearing walls, columns, lintels (other than lintels supporting veneers), grinders, loan-bearing beains, and foundation and footing systems; (b) for a period of two (2) years all (i) heating/ventilatiowair sonclitioning duct worl, refrigerant lines, steam and water pipes, registers, convectors and dampers, (ii}"plumbing pipes (supply and waste) and their fittings, as well as gas supply lines and vent: Pipes located within tac home, and (iii) electrical wiring, electrical boxes and connections up to the public utility connections, instilled by Subcontractor (c) all other elements for a period of two (2) year. The foregoing not withstanding, int u9 event shall a warranty period for any system, clement or other portion of the Work be less than the applicable warranty period for such system, element, or other portion of the Work under any residential warranty program from any residential warranty company for the residential warranty policy to be provided by Contractor to any Homeowner (a “Home Owners Warranty”). Subcontractor agrees that the performance/fulfilknent of any warranty repair responsibilities by Contractor or any other third party will not affect, minimize, or -n any way obviate Subcontractor’s warranty obligations, Subcontractor’s indemnity provided for herein, or the ability of Contractor to request Subcontractor to perform warranty services in the future. Subcontractor shall furnish all warranties and/or guarantees by manufacturers on appliances and equipment, and shall furnish all certificates required by any snunicipality and/or VA and/or FHA. The foregoing is in addition to all other warranties . provided by law or otherwise and not in limitation of periods of applicable statutes of limitation. - Remedies. In the event that the Work.performed by Subcontractor pursuant to this Agreement is found by Contractor to be defective or incomplete, or another subcontractor’s work is damaged by an act for which Subcontractor, or its employees, agents or sub-subcontractors, are responsible, (en ractor shall have the right to elect at its sole discretion to: (1) notify Subcontractor, at which time Subcontracter shall promptly correct such Work, replace or repair any defective material, or repair any damage. Subcontrzctor agrees to make all repairs and correct such defects under the applicable warranty within eight (8) hours of notice in an emergency (as determined by Contractor in its sole discretion), and within forty-eight (48) hours nctice on a non-emergency basis; (2) retain a third party to perform such duties, and retain any sums otheraisc duc Subcontractor under any Purchase Order or invoice and apply such sums against such costs of completion, any related costs or damage, including re-inspection fees, with any excess thereafter to be paid to. subcontractor. In the event the cost of such remedial work exceeds the funds withheld.rcsulting in a deficiency, Subcontractor shall be fully responsible for the deficiency, together with any damages and costs, including costs of arbitration: and reasonable attorney fees, incurred by Contractor, and shall pay to Contractor this amount within thirty (=@ days of demand. In addition to the foregoing remedies, Subcontractor expressly agrees that payment otherwise due Subcontractor from Contractor may be withheld and offset against any damages or expenses incurred by Contractor, if: (i) Subcontractor does not make prompt and proper payments to its employees, ageats, and/or permitted sub- subcontractors, or fails to pay for-any labor, materials or equipment furnished to Subcontractor by third parties, (ii) claims or liens are filed against the job location as a result of Subcontractor: Lions or omissions; (iii) in Contractor's discretion, Contractor reasonably believes the Subcontractor’s Wark is not progressively satisfactory or that the Work cannot or may not be completed in accordance with the: terms of this Agreement or of the specifications; (iv) Subcontractor fails to perform, or to pay the costs and expenses of, warranty service, any indemnity claim, taxes or legal order that is Subcontractor’s obligation uncler this agreement; (v) Subcontractor fails to timely provide the evidence of insurance required pursur:nt to this Agreement and Contractor has not accepted a waiver of such insurance; (vi) Subcontractor fails so pzomptly pay any fines or penalties imposed against Contractor or Subcontractor related directly or indirectly to the Work; (vii) Subcontractor has not provided necessary tools, material, or equipment for, or 2] up after, the op) eZ- Entire Agi . No - Waiver. Any failure of Contractor to enforce any of the terms and provisions of Subcontractor fails to comply with any other provision of this Agreement; (ix} Damaged on Account of delay: Subcontractor will pay Contractor for the full amount of any loss or damage which Contractor may sustain by reason of any delay caused by Subcontractor, such as failing to begin, continue, and complete the Work within a regular production schedule. Subcontractor shall incur a fee of one hundred deilers ($100) per day, for any time delays resulting from Subcontractor, The dities and obligations imposed by-this Agreement and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law. This Agreement shall be governed by the laws of the State of Florida. Any dispute regarding the enforcement or interpretation of this Agreernent, in whole or in part, shall be resolved by binding arbitration. - Abandonment. Subcontractor unconditionally guarantees completion of the Work at the price set forth herein, therefore, should Subcontractor abandon the Work before completion, Subcontractor will credit Contractor the difference between the price agreed to herein and the price Contractor had to fry another Subcontractor to complete the Work. Contractor shall specifically have the right to enforce this provision by arbitration or ina court of law, whichever Contractor elects. ment. Subcontractor certifies and agrees that this Agreement, the approved attachments and Exhibits hereto, shall constitute the entire agreement between the parties and Subcontractor is fully familiar with the terms, conditions, and obligations and there are no other agreements, oral or written, by and between the Parties. Except as otherwise provided there, no provision of this Agreeme:1: may be amended or added to except in writing signed by both Parties. This agreement is governed by the law: of the State of Florida in all respects and shall bind the parties hereto and their heirs, legal representatives, successors and assigns. Where there is an inconsistency in the contract documents, the following order of privity shall apply in resolving the inconsistency: |. This Agreement; 2. General Conditions; 3. Subcontracto Acministration Letter; 4. Specifications (insofar as quality of materials are concerned); 5. Plans (insofar as tac form of the work is concerned) In the cvent any inconsistency cannot be resolved through the doctinents in the priority aforementioned, Contractor shall resolve the inconsistency in Contractor's soli: aad absolute discretion. . Severability. Should any provisions or portion of this Contract be found or rules! to be invalid , the same will not invalidate the remaining provisions of this Contract, which provisions will re1 ‘n (ull force and effect. Without limiting the generality of the foregoing and notwithstanding anything to the contrary in this Agreement, if any provisions of this Agreement serve to limit or qualify Sellcr’s obligation io complete construction of the Home within the time period provided for by the Federal Interstate Land Sales Hell Disclosure Act as it applies to this Contract then all of those provisions are hereby deleted and made null and vaid as if never a part of this Agreement, . Assienment. This Agreement shall not be assigned, in whole or in part, nor shall any party's obligations hereunder be delegated or assigned, without the prior written consent of the othur party, which consent may not be unreasonably withheld; provided, however, that Contractor may, without Subcontractor's consent, assign this Agreement, in whole or in part, to an entity which controls or is controlled by ‘ontractor or ils common owners or affiliates, or to a Contractor lender, with prior or subsequent notice to Subcontractor, and Subcontractor agrees to execute all consents reasonably required to facilitate such assignments. es. All notices to be sent to Subcontractor or Contractor shall be in writing, smd shall be sent to their respective addresscs shown above by certified mail, return receipt requested. s Agreement shall not constitute a waiver of such required performance by. Subcontractor or of any other performances in the future. required by Subcontractor hereunder. - Miscellaneous. Subcontractor shall be solely responsible for withholding taxes, social security taxes, and Florida unemployment taxes. CONTRACTOR PROHIBITS SUBCONTRACTOR FROM PERFORMING WORK FOR PURCHASER. SUBCONTRACTOR AGREES NOT TO DIRECTLY ENTER INTO AGREEMENT, ACCEPT PAYMENT AND/OR PERFORM ANY WORK FOR THE PURCHASER OF THE HOME. lnitigs?EXECUTED THISTHE__ £755 Day OF Hove 7 gs PRIME HOMEBUILDERS BY: Chief Operating Officer Prime Homebuilders Mine Ghivenn Print Name and Title Attachments: Exhibit "A"—General Conditions to Subcontractor Base Agreement ("General Conditions") Exhibit "B"—Scope of Work Exhibit "C'"—Subcontractor Base Agreement Schedule of Values and Options Exhibit "D"—Certificate of Insurance Exhibit "E"— Payment Schedule Specifications for Subcontractor Base Agreement Exhibit "F"—Plans and Specifications (Attached Plan) Exhibit “G”’—OCIP Addendum Initia Be Page 8/8EXHIBIT "A" General Conditions Addendum to Subcontractor Base Agreement (“Agreement”) between Contractor, PRIME HOMEBUILDERS, and Subcontractor, AMERICAN SECURITY INSTALLERS [NC PURPOSE OF THIS DOCUMENT This document defines both and the Subcontractoi’s responsibilities in all the phases of ° construction. It is intended as a checklist that shall define Contractor’s standard of quality and professionalism. The Subcontractor’s Work, as defined in the Agreernent, shall not be considered - complete until all specifications herein contained and/or referenced are fully met. RELATIONSHIP TO OTHER DOCUMENTS Additional information and/or requirements are defined in: © Selection Sheets Architectural Plans/Approved Plans Manufacturer's Specifications Applicable Building Codes Governmental Agencies Having Jurisdiction Normal Standards of the Industry Permit Option Sheets Specifications °. Production Schedules ° ° 20 0 0 All of the foregoing as considered part of the "Contract Documents," and are incorporated in the Agreement by reference. All definitions and capitalized terms usec herein shall have the same meaning as in the Agreement. EXAMINATION OF THE DOCUMENTS e Subcontractor shall examine the drawings, specifications and other Contract Documents, shall visit the subdivision, and shall determine and judge for itself, as to the character of the proposed Work, physical conditions at the site and the locations of the existing utility connections. 7 WORKMANSHIP e The Subcontractor agrees that all Work under the Agreement shal]-commence, proceed diligently and shall be completed per the Scope of Work containecl in the Agreement, any attachments or exhibits thereto, or any work orders or purchase orders subsequently issued by Contractor. All Work shall proceed in accordance with a schedule: satisfactory to and in the— Page 1/8© O sequence of construction as directed by Contractor. The subcontra:tor shall be responsible for passing any applicable and required building inspections, and for all re-inspection fees that are the result of its failure to pass inspection. The corrective action to pass the inspection shall be expeditious and within the time frame allotted by the Corr:ractor Construction Manager. Subcontractor shall provide an appropriate representative at the time of inspection. Work shall be performed in a timely, quality, professional and weu-kmanlike manner. Completed Work and materials shall conform to the Contractor's caodels except with written authorization from a Contractor Construction Manager. Workmanship shall be equal to the best-accepted trade practices. There shall be no substitutions of material without written authorization from Contractor. : Subcontractor shall perform all Work under the Agreement in accordance to the city/county approved building plans. Failure to conform and perform work pex the approved building plans may result in errors and costs that shall all be borne by the Subcontractor. Subcontractor shall use adequate numbers of skilled workers whc are thoroughly trained and experienced in the necessary crafts, and who are completely familiar with the specified requirements and the methods needed for proper performance of the Work in this bid section. Subcontractor shall provide all tools, equipment, and vehicles necessary for the Work under the Agreement. Under no circumstances should a Subcontractor’s vehicle occupy a driveway. Should a Subcontractor fail to respect this order, a fee of $250 per occurrence shall be assessed to the Contractor. : ‘Subcontractor shall provide all materials necessary to perform the. Work under the Agreement. LICENSES AND PERMITS ° Subcontractor shall obtain and pay for all licenses and permits required for the Work (except the building permit). Subcontractor shall pay all fines and penaltizs i Subcontractor or Contractor for failure to obtain any necessary li permits or for violation of laws, ordinances, rules or regulations cf any government authority with jurisdiction over the site or the Work by Subcontractor. Subcontractor is responsible for all permits, occupational licerises, inspections, and tests that may be required by the local Building Department. All failed inspections shall be paid and recalled, by the Subcontractor on the same day of the failed and/cr missed inspection. Subcontractor shall retain such employees as may be necessary for the successful and timely completion of the Work. Subcontractor's employees shall be licensed if required by the State, City, or County, and experienced and competent in performance of the Work in an efficient =< Initials Page 2/8O O ; and workmanlike manner. INSTALLATION ° All installations shall be in accordance with manufacturer's printed instructions. Materials and workmanship shall conform, or exceed where specified, to all applicable Federal, State, and Local building and safety codes. e Contractor's Construction Manger shall check all Work after the installing Subcontractor, or its representative, has inspected the Work and made any necessary corrections. Payment for Work shall be approved and processed only after the Work to be performed has been 100% . completed and found to be free of any defects, errors, omissions or discrepancies, as determined in Contractor’s Construction Manager’s sole and absolute discretion.. JOB CONDITIONS e Contractor shall try to provide the best working conditions possitile. However, the Subcontractor acknowledges and understands that the job conditicns shall not be perfect. Subcontractor further agrees to perform any function as may be required to complete his/her to Work within Subcontractor's overall construction schedule (inc“usive of, but not limited to, weekend work), for the price set forth in paragraph 2 of the Agreement. In the event that the job is not ready for the Subcontractor, it shall refrain from perfonning said Work or correct previously performed Work until satisfactory performance, which shall be determined by Contractor. Once the Subcontractor performs Work, it is responsible for the quality of Work and shall bear all-the responsibility and cost for removal and replacement if necessary, and/or subsequent damage to the work of others. INSPECTION © Subcontractor shall be responsible for inspecting any work of another subcontractor that may affect its own Work and shall report the results of such inspections in writing to Contractor. Any defects in such Work upon discovery of the defect prior to commencing work under a work order or he shall be deemed to have accepted such work as correct and fit to be accommodated into its own. Liability for covering faulty workmemship shall be deemed the total cost of correction. e Contractor shall have the right to inspect Subcontractor's Work av: any time during its progress. Contractor shall inspect the Work for quality and conftumity with the plans and specifications and manufacture's installation instructions within 4& hours of notice of completion from thé Subcontractor. Defects shall be corrected by the Subcontractor within 48 hours of Subcontractor's notice of such defects. SAFETY ° The Subcontractor shall be responsible for the initial maintaining and supervision of all safety precautions and programs in connection with its Work) in avcordance with all : vince Page 3/8O ao governmental, federal, state, and local building codes and regulations. The aforementioned responsibilities shall include all rules, regulations, standards and z:mendments to Federal Occupational Safety and Health Act. Subcontractor shall immediately reinstall any safety rails it has removed - otherwise the Subcontractor may be fined $:250 per violation. Any fines, penalties, or fees imposed by a government agency on Contractor for any violation whatsoever, on the part of the.subcontractor, shall be the full responsibility of the Subcontractor. e Subcontract