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HTFC CONSTRUCTION
AGREEMENT
INSTRUCTIONS FOR AWARDING AND COMPLETING CONSTRUCTION AGREEMENT, SCHEDULES,
GENERAL CONDITIONS & EXHIBITS
REQUIREMENTS PRIOR TO AWARD OF CONTRACT
Before this Construction Agreement can be executed, the following conditions must be complied with:
(1) HTFC shall have approved the Contractor.
COMPLETION OF CONTRACT DOCUMENTS
The following information needs to be inserted in order to complete the Construction Agreement:
Construction Agreement
Cover Page: Insert Contractor name and date of Agreement.
Preliminary Statement: Insert date of Agreement and Contractor name, state of formation, type of entity and address.
Signature Page: Insert Contractor name.
Schedule A – Work Order
Instructions for completing the Work Order for each Project are included at the front of the Schedule A.
Schedule C – Authorized Reps and Contact Information
Verify/insert name and contact information for HTFC and Contractor.
Schedule D – General Conditions
Cover Page: Insert Contractor name and date of Agreement.
GOSR Supplementary Conditions for Contracts
Instructions for completing the Supplementary Conditions for each Subcontract and lower-tiered Subcontract are included
at the front of the Supplementary Conditions.
PROTOCOL FOR FINAL CONSTRUCTION AGREEMENT
Please prepare four execution copies of the complete Construction Agreement, including Schedules, General Conditions,
Exhibits and all other attachments – each set must be bound as one document.
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HTFC CONSTRUCTION AGREEMENT
HTFC: HOUSING TRUST FUND CORPORATION
25 Beaver Street
New York, New York 10004
CONTRACTOR: Lipsky Building Construction Inc.
814 Montauk Highway
Bayport, NY 11705
DATED: f10 \/€MbCf )
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TABLE OF CONTENTS
CONSTRUCTION AGREEMENT
ARTICLE 1. General Conditions; Contract Documents
ARTICLE 2. The Work
ARTICLE 3. Work Order Price
ARTICLE 4. Starting Date; Completion Date
ARTICLE 5. Authorized Representatives of HTFC and Contractor; GOSR Referee; the
Project Manager
ARTICLE 6. Miscellaneous
ARTICLE 7. Bonds
ARTICLE 8. Required Insurance
ARTICLE 9. GOSR Supplementary Conditions for Contracts
ARTICLE 10. Contractor Evaluation
SCHEDULES
SCHEDULE A Form of Work Order for Each Project
SCHEDULE B Required Insurance
SCHEDULE C Authorized Representatives of HTFC and Contractor
SCHEDULE D General Conditions
Exhibits to the General Conditions
EXHIBIT A Partial Waivers of Lien for Contractor and Subcontractors
EXHIBIT B Final Waivers of Lien for Contractor and Subcontractor
GOSR SUPPLEMENTARY CONDITIONS FOR CONTRACTS
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Agreement"
CONSTRUCTION AGREEMENT (this "Construction or this "Aereement") dated as of
/ovem be f 1 , 2016 between HOUSING TRUST FUND CORPORATION, having an officeat 25 Beaver
Street,New York, New York 10004, ("HTFC") and Lipsky Building Construction inc.,with an officeat 814 Montauk
Highway, Bayport,NY 1170S ("Contractor").
IntroductoryStatement
HTFC, through the Governor's Office of Story Recovery ("GOSR"), is undertaking programs insupport of
recovery,blight removal, dispositionand redevelopment for thosepropertiesimpacted by Superstorm Sandy, Hurricane Irene
or Tropical Storm Lee, inconnection with GOSR's administrationof U.S. Department ofHousing and Urban Development
("HUD") Community Development Block Grant DisasterRecovery ("CDBG-DR") funds appropriatedby the DisasterRelief
Appropriations Act, 2013 (Pub. L. I 13-2).Contractorhas been selectedto perform construction work on certainproperty or
properties(each, a "Project")tobe identifiedin one ormore Work Orders, each inthe form of Schedule A attached hereto,
and execuicd subsequent tothe execution of thisConstruction Agreement (each, a "Work Order"). Contractor hasadvised
HTFC thatContractor isexperienced and properlyqualified and desiresto perform and finishcertainservices forHTFC in
connection with thesame.
For the purposeof assessingthe costand risksofthe obligationswhich Contractor is assumingunder thisAgrccmêñt
and subseqüênt issued work orders, Contractor acknowledges thatContractor willhave had a fulland complete opportunity,
before signing any Work Order he-éünder, to conduct a physicalinspection of theapplicable ProjectSite tobe covered by
the respective Work Order (definedbelow). Contractor acknowledges, further,that Contractor istaking the entireand
exclusive riskof allsite conditions,disclosed orundisclosed, foreseen or unforeseen, except as expresslyset forthin the
General Conditions, and will not seek Change Orders or Extra Payment (each as defined below) of any kind from HTFC
except for DiscretionaryHTFC Changes and Extraordinary Conditions (asdefined below). Notwithstanding Contractor's
assumption ofriskfor Unforeseen Conditions under Article 1 ofthe General Conditions,HTFC reservesthe option make an
equitableadjustment tothe Work Order Price through the use ofa DiscretionaryHTFC Change Order issued toContractor
during the term of theapplicable Work Order. Ifapproved by HTFC, Castracter will be compenated forchanges inthe
applicable ProjectScope Documents inaccordance withthe terms ofthe Change Order.
The Homeowner (definedbelow) identifiedina particularWork Order willappsove and consent tothe Work and
to allowing access to theProject Site forperformance of the Work prior toexecution of the Work Order by HTFC and
Contractor, pursuant to the P=k-cnt to Grant Agreement (defined below), and will be a third party beneficiary of
Contractor's obligations under thisConstruction Agreement with the rightto enforce allwarranties and other remedies
directlyagainstContractor.
Contractor acknowledges thatperformâñce ofthisConstruction Agreement requirescompliance with certain
federal
and staterequirements as setforth in Section9.1 below and the GOSR Supplementary Conditions forContracts attached
hereto.
NOW, THEREFORE, inconsideration of theirmutual promises, and i==±ng to be legally
bound HTFC
hereby,.
and Contractor agree as follows:
ARTICLE 1. General Conditions: ContractDocuments: Defined Terms
Conditions"
L1 "General means the General Conditions for the Contract attached hereto which are
incorporated by referenceherein.
1.2 The Contract Documents consistofthe Contract Dacuments as definedunder theGeneral Conditions. This
Construction Agreement and each Work Order form partof the ContractDocamcats.
1.3 All words and phrases defined in theContract Documents have the same maning inthisConstruction
Agreement. Refer toArticle 1 ofthe General Conditions forthe principallist
(but not of
all) the definedterms.
ARTICLE 2. The Work
2.1 Contractorshallperform the Work in accordancewith theContract Documents.
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ARTICLE 3. Contract Price
3.1 The Work Order Price for each Project shall be the amount specified as the “Work Order Price” in the
applicable Work Order. HTFC agrees to compensate Contractor for its performance of the services under any proper and
fully executed Work Order. Notwithstanding the latter, Contractor agrees that in no event will HTFC pay to Contractor
more than $5,000,000.00 (“Contract Price”) for the services under all applicable work orders under this Construction
Agreement unless the Contract Price is first modified in writing by a fully executed Amendment to this Construction
Agreement. For the avoidance of doubt, the Contract Price for all work to be performed pursuant to this Construction
Contract shall not exceed $5,000,000.00.
ARTICLE 4. Starting Date; Completion Date
4.1 The “Starting Date” for the Work on each Project shall be as specified in the applicable Work Order.
4.2 The “Completion Date” for all the Work of this Contractor on each Project shall be as specified in the
applicable Work Order, subject to extension if and to the extent permitted under Article 18 of the General Conditions.
4.3 Period of Performance. Contractor will perform the Work set forth in all applicable Work Orders under
this Construction Agreement during the period:
September 7, 2016 thru September 6, 2017
ARTICLE 5. Authorized Representatives of HTFC and Contractor; GOSR Referee; the Project Manager
5.1 The authorized representatives of the Contractor are identifiedin Schedule C to the Construction
Agreement.
5.2 The authorized representatives of HTFC are identified in Schedule C to the Construction Agreement.
5.3 The “GOSR Referee” means the GOSR Appeals Resolution Committee and includes any similar successor
entity designated by HTFC.
5.4 The “Project Manager” for a particular Project will be identified in the Work Order and shall include any
successor designated by HTFC.
ARTICLE 6. Miscellaneous
6.1 Schedules A through C hereto and each Work Order executed by HTFC and Contractor pursuant to this
Construction Agreement are and shall be deemed part of (and incorporated in) this Construction Agreement as though fully
set forth in this Construction Agreement.
6.2 In the event of any question as to whether a particularprovision of this Contract complies with the
Construction Contracts Act, N.Y. Gen. Bus. Law § 756-758 (the “Act”), the particular provision shall be construed in a
manner which results in compliance with the Act.
6.3 This Construction Agreement may be executed (a) in counterparts, a complete set of which shall constitute
an original and (b) in duplicates, each of which shall constitute an original. Copies of this Construction Agreement showing
the signatures of the respective parties, whether produced by photographic, digital, computer, or other reproduction, may be
used for all purposes as originals.
ARTICLE 7. Bonds
7.1 If required by HTFC (such requirement to be set forth in the applicable Work Order), before commencing
the Work on any Project, Contractor shall give HTFC a performance bond (the “Performance Bond”), and a labor and
materials payment bond (the “Payment Bond”), in forms approved by HTFC, each with a penal sum equal to the Work Order
Price. (The Performance Bond and the Payment Bond are referred to collectively as the “Bonds”.)
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7.2 The Bonds shall be issued by a reputable and well-established surety company or companies (collectively,
the “Surety”) satisfactory to HTFC, approved in writing by HTFC, and licensed to do business in the State of New York.
7.3 HTFC's payment to Contractor or any other Person of all or any portion of the Work Order Price, or HTFC's
failure to retain any portion of the Work Order Price (whether or not specifically permitted under this Contract), or any
change in or variation in the time, method or condition of payment of the Work Order Price by HTFC, or any extension of
Contractor's time for performance or the issuance of any Change Order or other modification of the Contract Documents,
shall not discharge or modify to any extent whatsoever the obligation of the Surety upon the Bonds.
ARTICLE 8. Required Insurance
8.1 Schedule B sets forth general insurance requirements applicable to the insurance coverages required of
Contractor under each Work Order.
ARTICLE 9. GOSR Supplementary Conditions for Contracts
9.1 Contractor shall (a) comply with the GOSR Supplementary Conditions for Contracts attached hereto (the
“Supplementary Conditions”), (b) include such Supplementary Conditions in any Subcontract entered into under this
Construction Agreement, and (c) require all Subcontractors to flow-down such terms to all lower-tiered Subcontractors.
These Supplementary Conditions include required terms for project contracts, HUD General Provisions, Participation by
Minority Group Members and Women Requirements and Procedures for Contracts with HTFC, Standard Clauses for
Contracts with HTFC and required diversity forms.
ARTICLE 10. Contractor Evaluation
10.1 Contractor acknowledges and agrees that HTFC may, at its option, conduct an evaluation of Contractor’s
performance after Completion of the Work under any Work Order, and that the results of any such evaluation will be a factor
in Contractor’s continuing eligibility for bidding on and award of additional Work Orders. HTFC reserves the right, at its
option, to disqualify Contractor from such bidding and awards solely on the basis of a negative evaluation. Contractor agrees
to participate in HTFC’s evaluation process and provide all requested information.
[SIGNATURE PAGE FOLLOWS THIS PAGE]
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IN WITNESS WHEREOF, HTFC and Contracter have duly executed thisCañstructior,Agreement (includingthe
Schedules, General Conditions and Exhibits)as ofthe datefirstabove written.
HTFC:
HOUSING
By·
CONTRACTOR:
Lipsky B::ildingConstructionInc.
By:
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SCHEDULES
SCHEDULE A Form of Work Order for Each Project
SCHEDULE B Required Insurance
SCHEDULE C Authorized Representatives of HTFC and Contractor
SCHEDULE D General Conditions
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SCHEDULE A
Form of Work Order for Each Project
[see attached]
REQUIREMENTS PRIOR TO EXECUTION OF WORK ORDER
Before any Work Order can be executed, the following conditions must be complied with:
(1) Homeowner and HTFC shall have signed the Supplement to Grant Agreement.
(2) If required under the Work Order, Contractor shall have delivered to HTFC the Performance Bond and Payment
Bond.
(3) INTENTIONALLY OMITTED
(4) Contractor shall have delivered to HTFC certificatesof insurance evidencing compliance with the Required
Insurance Coverage Types, Insurance Limits, and Endorsements as set forth herein in Sections A and B of Schedule
B of this contract, and in the Work Order.
(5) Contractor shall have confirmed and accepted all Scope Documents listed in and to be attached to the Work Order.
COMPLETION OF EACH WORK ORDER
Introductory Statement
Insert date of Construction Agreement.
Insert Contractor Name.
Insert Work Order Number, Project ID, Project Site, Description of Work, and Work Order Value
Insert Work Order Number and Project ID at top of signature page
Insert effective date of Work Order.
Work Order Terms and Conditions
A: Insert Work Order Number and Project ID at top of page
B: Insert address of the Project, Homeowner name and contact information
C: Insert HTFC’s Project Manager name and contact information
D: Insert Starting Date and Completion Date for the Work.
E: Insert the Work Order Price and payment schedule.
F: Check “yes” or “no” for bond requirement.
G: Confirm limits for Required Insurance.
H: Check “yes” or “no” for Structural Movers Cargo or Riggers Liability insurance requirement.
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I: Insert list of other reference documents, including Scope Documents and other plans, documents and reports which impact
the Contractor's scope of Work.
PROTOCOL FOR EACH FINAL WORK ORDER
Please prepare four execution copies of the applicable complete Work Order and any attachments – each set must be bound
as one document.
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WORK ORDER
Introductory Statement
HOUSING TRUST FUND CORPORATION (“HTFC”) has entered into a Construction Agreement dated as of _________ ___, 2016 (including all
Schedules, General Conditions and Exhibits, and Supplementary Conditions thereto, the “Construction Agreement” or the “Agreement”) with ________________
(“Contractor”), pursuant to which Contractor shall perform construction work on the specified Project Site. The Construction Agreement contemplates that for each
such Project, HTFC and Homeowner will enter into a Supplement to Grant Agreement with respect to the specific Project and HTFC and Contractor will enter into a
Work Order in this form setting forth the terms and conditions for the specific Project. Contractor hereby acknowledges that it has received and reviewed a copy of
the Supplement to Grant Agreement with respect to the specific Project covered by this Work Order. HTFC desires to engage Contractor to undertake the Project
described in this Work Order pursuant to the terms of the Construction Agreement; and Contractor desires to undertake and perform the Work of this Project.
Accordingly, upon execution by the parties below, this Work Order becomes part of, and is incorporated into, the Construction Agreement. All words and phrases
defined in the Contract Documents have the same meaning in this Work Order.
Scope of Work: The Work described in the Scope Documents and the other terms and conditions listed in the attached Work Order Terms and
Conditions for the PROJECT ID listed below only.
Work Order Number Project ID Project Site Description of Work Work Order Value
[SIGNATURE PAGE FOLLOWS THIS PAGE]
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Work Order Number Project ID
Effective Date of
Work Order: ________________________
Completion Date: Listed in in the attached Work Order Terms and Conditions.
IN WITNESS WHEREOF, HTFC and Contractor have duly executed this Work Order (including the Terms and Conditions attached hereto) as of
____________, __ 2016.
HTFC:
HOUSING TRUST FUND CORPORATION
By: ___________________________________________
Name:
Title:
CONTRACTOR:
[_________________________________________________]
By: ___________________________________________
Name:
Title:
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Work Order Number Project ID
Work Order Terms and Conditions
A. PROJECT; PROJECT SITE AND HOMEOWNER
The “Project” is the Work described in the Scope Documents attached to this Work Order to be performed in accordance with this Construction Agreement
on the property located at and on the Project Site.
The “Project Site” is [street address], [city], NY [zip code].
The “Homeowner” of the Project Site is [name(s) and contact information]
B. PROJECT MANAGER
HTFC’s “Project Manager” for the Project is [name and contact information].
C. STARTING DATE AND COMPLETION DATE
The “Starting Date” for the Work is ________ __, 20__.
The “Completion Date” for all the Work of Contractor shall be _________________, 20__, subject to extension if and to the extent provided under Article
18 of the General Conditions.
D. WORK ORDER PRICE; PAYMENT SCHEDULE
The “Work Order Price” is $___________________. The Work Order Price includes the cost of the Bonds and the Structural Movers Cargo or Riggers
Liability Insurance, if required, and the cost of all other
Required Insurance.
Work Order payments will be made according to the following “Payment Schedule” for the Work Order Price:
[payment shall be made upon Completion of the Work as set forth in Article 26 of the General Conditions]
or
[insert payment schedule]
Invoices shall be submitted by the 10th and 24th of each month for processing, as applicable. Each Work Order will be invoiced and paid separately.
E. BONDS
[___] YES or [___] NO – A Payment Bond and Performance Bond is required for the Work under this Work Order.
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F. INSURANCE COVERAGE AMOUNTS
For purposes of this Work Order, “Insurance Limits” (as such term is used in the Construction Agreement) shall mean the following:
[insert list of required coverages for applicable Work Order]
G. STRUCTURAL MOVERS CARGO OR RIGGERS LIABILITY INSURANCE
[___] YES or [___] NO – Structural Movers Cargo or Riggers Liability Insurance is required for the Work under this Work Order.
H. SCOPE DOCUMENTS
1. Project Specifications prepared by [____________________], dated [_____________]
2. Contract Drawings prepared by [____________________], dated [_____________] (if any)
3.
4.
[list other reference documents applicable to this project, such as site assessment or engineering reports, other consultant reports, instructions for sequence of work,
etc.]
I. OTHER REQUIREMENTS
These requirements shall apply to each and every Project for which HTFC and Contractor enter into a Work Order. In each such case Contractor shall comply
with these requirements in completing the Work for each applicable Project under this Construction Agreement. The cost for any and all such requirements
is included in the Work Order Price.
1. Contractor is responsible for having a New York State business license.
2. Contractor shall not display any signs, posters, or other advertising on/or about the Project Site without the prior written consent of HTFC.
3. Contractor shall be responsible to close up and secure the Work after each time it performs the Work at the Project Site.
4. Contractor is responsible to provide a report for each property that it performs Work. Such report shall indicate the address and time when the required
Work was performed. This report shall be required for verification of Work and approval of invoices.
5. Contractor shall be responsible for and promptly repair and make good at its own expense, all damage to the Project Site, streets, sidewalks, curbs, utility
lines, adjoining premises or any other public or private property, resulting from, or in connection with the performance of the Work.
6. Contractor shall attend meetings as required by the Project Manager.
7. It is mandatory that all personnel wear the appropriate safety equipment as required by OSHA standards. Contractor shall be responsible for site safety.
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8. Contractor shall comply with all Federal and Local laws regarding noise control. Every effort shall be made by Contractor to reduce noise, disruption,
and/or inconvenience to the surrounding community.
9. Contractor shall furnish for its, personnel proper drinking water and first aid kits.
10. Contractor shall provide all engineering, surveying, field measuring, lines, elevations, and lay-out required for execution of the Work.
11. Contractor shall coordinate all logistics, staging and storage area(s) with the Project Manager and Homeowner.
12. For projects within New York City, all private carting firms employed directly or by Subcontract must comply with the City of New York Business
Integrity Commission. Copies of such registration must be submitted to the Project Manager prior to the rending of any private carting services at the
Project Site.
13. Contractor shall obtain all permits and inspections required for the performance of the Work and shall include all costs for permits, fees, bonds,
assessments and municipal inspections applicable to the Work as levied or required by all public authorities having jurisdiction. Provide all required
licenses, OSHA, FDNY and DOB certifications and requirements. All NYC and other jurisdictional DOT permits for street and sidewalk closings,
opening, crossings, material storage, equipment, etc., to execute the work will be obtained by Contractor.
14. Contractor will be responsible for all sweeping, pickup and removal of all dirt and debris resulting from the performance of his operations and suitable
disposal (recycling) of the debris. Daily and final cleanup shall be performed by Contractor. Cleanup may also be required at any time as directed by
the Project Manager to ensure compliance with the project safety plan. Contractor shall include all snow removal and maintain sidewalks free of ice and
snow during the course of the contract. Should mold be encountered during the Work, Contractor shall remove and dispose of in a legal and proper
manner.
15. Contractor is to supply and pay the cost for all cranes, hoists, lifts, staging, scaffolding and rigging needed to complete the Work, if any.
Contractor is
responsible for the erection, dismantling, and maintenance of any scaffolding, ladders, swing stages, etc. required to perform the Work. All scaffolds,
ladders, staging, etc., shall be constructed and used in strict accordance with OSHA regulations and the project safety plan.
16. Contractor shall provide all temporary signage, warning devices, flagmen or other means of traffic control. Work areas in accordance with all Federal,
County, State and Local laws, codes or ordinances as required to perform this scope of work. Contractor shall also provide all necessary means to control
traffic disrupted by the Work.
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SCHEDULE B
Required Insurance
A. Contractor Insurance
1. The “Required Insurance” under this Contract consists of all coverages described in, and required under this Section
A and under Section C (if required by the applicable work order). The cost of all Required Insurance is included in
the Work Order Price and shall be borne by Contractor at Contractor’s sole expense.
2. Contractor shall secure and maintain the following coverages (with the Insurance Limits as specified in the
applicable Work Order , as set forth in Section B below):
(a) workers' compensation insurance and New York State statutory disabilityinsurance as required by Laws
covering employers liability,
workers’ compensation, and disabilitybenefits for all persons employed in
connection with the Work (including those by Subcontractors or independent contractors engaged by
Contractor);
(b) commercial general liabilityinsurance covering liabilityfor bodily injury (including death) and property
damage combined, and for personal and advertising injury, covering the Project Site and all streets, alleys and
sidewalks adjoining or appurtenant to the Project Site, and including:
(i) operations-premises liability;
(ii) contractor's protective liability on the operations of all Subcontractors;
(iii) products/completed operations coverage (with completed operations maintained within
Contractor's ongoing general liabilityinsurance program for not less than six years after
completion of the Work (or such shorter period which HTFC may approve);
(iv) broad form property damage coverage;
(v) broad form contractual liability (designating Article 6 of the General Conditions);
(vi) a broad form comprehensive general liability
endorsement (including explosion, subsidence,
collapse, and underground damage, libel, slander, and false arrest, and products liability);
(vii) no exclusions relating to (a) gravity related injuries, and (b) injuries sustained by the employee of
an insured or any insured rather than “the insured”;
(viii) fire damage and water damage legal liability;
(ix) protective liabilityinsurance in HTFC's name for the operations of Contractor and all
Subcontractors; and
(x) deletion of the Contractual Liability Exclusion as applicable to construction or demolition to be
performed within 50 feet of railroad track; and
(xi) property of others in the care, custody and control of Contractor; and
(c) comprehensive business automobile liability insurance for all owned, non-owned, leased, rented and/or hired
vehicles insuring against liability for bodily injury (including death) and property damage combined ;
(d) excess or umbrella liability insurance applying in excess over all limits and coverages in paragraphs 2(b) and
2 (c) above;
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(e) contractors’ pollution legal liability insurance which shall include coverage for loss and expense arising out of
the acts, errors or omissions of the Contractor with respect to, among other things, coverage for asbestos, lead
paint, and mold, with limits as set forth in the applicable Work Order and any Subcontractor or other Person
performing environmental testing shall also procure pollution legal liability coverage of the same type with
limits as set forth in the applicable work order; and
(f) any Contractor, Subcontractor or other Person providing engineering or other professional services shall
procure professional liability insurance covering loss and expense arising out of the acts, errors or omissions
of the professional or its subcontractors, with limits as set forth in the applicable work order.
3. The commercial general liability, business automobile liability, excess or umbrella liability and pollution legal
liability coverage shall be endorsed to designate HTFC, Homeowner and all other Indemnitees (but excluding any
licensed engineers with respect to liability for professional malpractice or negligence), as additional insureds.
The
commercial general liability additional insureds coverage shall be issued on ISO Forms CG 20 10 07 04 and 20 37
07 04 or their equivalent.Coverage provided to the additional insureds shall be on a primary and non-contributory
basis.
4. Except as specified for completed operations coverage under paragraph 2(b)(iii) above, Contractor shall maintain
all coverages of Required Insurance without interruption from the date of this Contract through Completion and
thereafter during any period while Contractor and/or any Subcontractor is performing any Work (including any
warranty or corrective work) or furnishing any services pursuant to the Contract Documents.
5. Contractor shall require that all Subcontractors carry liability and property damage insurance of the same types and
coverages as specified in paragraphs 2 and 3 of this section A (except for the coverage under (b)(viii)), as well as
coverage specified in section C below (where applicable); and Contractor shall require each Subcontractor to furnish
the same documentation of such coverage as required of Contractor hereunder, unless and except as HTFC agrees
otherwise in writing.
6. Contractor is advised that HTFC does not maintain, and will not maintain, insurance which would cover Contractor's
temporary plant and equipment. Contractor shall secure and maintain insurance for temporary plant and equipment
(“Plant and Equipment Insurance”). This requirement for Plant and Equipment Insurance is solely for the benefit
of Contractor, and the failure of Contractor to secure such insurance or to maintain adequate levels of coverage shall
not subject HTFC to liability for losses of owned or rented equipment. Such Plant and Equipment Insurance shall
contain an endorsement stating that “permission is granted to complete and occupy”; and, if any offsite storage
location is used for plant and equipment, such insurance shall cover, for full insurable value, all such items on or
about any such off-site storage location or in transit to the Project Site.
Contractor shall be fully responsible for,
and shall carry “all risk” insurance on, materials and equipment to become part of the Work until same are delivered
to, and accepted at, the Project Site.
7. Each policy of Required Insurance shall contain the following (whether or not requiring additional premium):
(a) an agreement by the insurer that such policy shall not be cancelled or amended or non-renewed, or any
coverages reduced, without at least 30 days prior written notice by registered mail to HTFC at the address
specified in this Contract; (b) deductibles of not more than the amounts allowed in Section B below;
(b) an endorsement that:
(i) no unintentional act or omission of HTFC, Homeowner, Contractor or any other named or
additional insured; and
(ii) no violation of warranties, declarations or conditions of the policy or any application therefor by
any of the aforementioned,
shall affect orlimit the insurer's obligation with respect to HTFC and any other named or additional
insured;
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(c) a waiver of subrogation by the insurer with respect to HTFC and any other named insured and additional insured
with respect to professional malpractice or negligence; and
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FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 HTFC CONSTRUCTION AGREEMENT INSTRUCTIONS FOR AWARDING AND COMPLETING CONSTRUCTION AGREEMENT, SCHEDULES, GENERAL CONDITIONS & EXHIBITS REQUIREMENTS PRIOR TO AWARD OF CONTRACT Before this Construction Agreement can be executed, the following conditions must be complied with: (1) HTFC shall have approved the Contractor. COMPLETION OF CONTRACT DOCUMENTS The following information needs to be inserted in order to complete the Construction Agreement: Construction Agreement Cover Page: Insert Contractor name and date of Agreement. Preliminary Statement: Insert date of Agreement and Contractor name, state of formation, type of entity and address. Signature Page: Insert Contractor name. Schedule A – Work Order Instructions for completing the Work Order for each Project are included at the front of the Schedule A. Schedule C – Authorized Reps and Contact Information Verify/insert name and contact information for HTFC and Contractor. Schedule D – General Conditions Cover Page: Insert Contractor name and date of Agreement. GOSR Supplementary Conditions for Contracts Instructions for completing the Supplementary Conditions for each Subcontract and lower-tiered Subcontract are included at the front of the Supplementary Conditions. PROTOCOL FOR FINAL CONSTRUCTION AGREEMENT Please prepare four execution copies of the complete Construction Agreement, including Schedules, General Conditions, Exhibits and all other attachments – each set must be bound as one document. FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 HTFC CONSTRUCTION AGREEMENT HTFC: HOUSING TRUST FUND CORPORATION 25 Beaver Street New York, New York 10004 CONTRACTOR: Lipsky Building Construction Inc. 814 Montauk Highway Bayport, NY 11705 DATED: f10 \/€MbCf ) FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 TABLE OF CONTENTS CONSTRUCTION AGREEMENT ARTICLE 1. General Conditions; Contract Documents ARTICLE 2. The Work ARTICLE 3. Work Order Price ARTICLE 4. Starting Date; Completion Date ARTICLE 5. Authorized Representatives of HTFC and Contractor; GOSR Referee; the Project Manager ARTICLE 6. Miscellaneous ARTICLE 7. Bonds ARTICLE 8. Required Insurance ARTICLE 9. GOSR Supplementary Conditions for Contracts ARTICLE 10. Contractor Evaluation SCHEDULES SCHEDULE A Form of Work Order for Each Project SCHEDULE B Required Insurance SCHEDULE C Authorized Representatives of HTFC and Contractor SCHEDULE D General Conditions Exhibits to the General Conditions EXHIBIT A Partial Waivers of Lien for Contractor and Subcontractors EXHIBIT B Final Waivers of Lien for Contractor and Subcontractor GOSR SUPPLEMENTARY CONDITIONS FOR CONTRACTS FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 Agreement" CONSTRUCTION AGREEMENT (this "Construction or this "Aereement") dated as of /ovem be f 1 , 2016 between HOUSING TRUST FUND CORPORATION, having an officeat 25 Beaver Street,New York, New York 10004, ("HTFC") and Lipsky Building Construction inc.,with an officeat 814 Montauk Highway, Bayport,NY 1170S ("Contractor"). IntroductoryStatement HTFC, through the Governor's Office of Story Recovery ("GOSR"), is undertaking programs insupport of recovery,blight removal, dispositionand redevelopment for thosepropertiesimpacted by Superstorm Sandy, Hurricane Irene or Tropical Storm Lee, inconnection with GOSR's administrationof U.S. Department ofHousing and Urban Development ("HUD") Community Development Block Grant DisasterRecovery ("CDBG-DR") funds appropriatedby the DisasterRelief Appropriations Act, 2013 (Pub. L. I 13-2).Contractorhas been selectedto perform construction work on certainproperty or properties(each, a "Project")tobe identifiedin one ormore Work Orders, each inthe form of Schedule A attached hereto, and execuicd subsequent tothe execution of thisConstruction Agreement (each, a "Work Order"). Contractor hasadvised HTFC thatContractor isexperienced and properlyqualified and desiresto perform and finishcertainservices forHTFC in connection with thesame. For the purposeof assessingthe costand risksofthe obligationswhich Contractor is assumingunder thisAgrccmêñt and subseqüênt issued work orders, Contractor acknowledges thatContractor willhave had a fulland complete opportunity, before signing any Work Order he-éünder, to conduct a physicalinspection of theapplicable ProjectSite tobe covered by the respective Work Order (definedbelow). Contractor acknowledges, further,that Contractor istaking the entireand exclusive riskof allsite conditions,disclosed orundisclosed, foreseen or unforeseen, except as expresslyset forthin the General Conditions, and will not seek Change Orders or Extra Payment (each as defined below) of any kind from HTFC except for DiscretionaryHTFC Changes and Extraordinary Conditions (asdefined below). Notwithstanding Contractor's assumption ofriskfor Unforeseen Conditions under Article 1 ofthe General Conditions,HTFC reservesthe option make an equitableadjustment tothe Work Order Price through the use ofa DiscretionaryHTFC Change Order issued toContractor during the term of theapplicable Work Order. Ifapproved by HTFC, Castracter will be compenated forchanges inthe applicable ProjectScope Documents inaccordance withthe terms ofthe Change Order. The Homeowner (definedbelow) identifiedina particularWork Order willappsove and consent tothe Work and to allowing access to theProject Site forperformance of the Work prior toexecution of the Work Order by HTFC and Contractor, pursuant to the P=k-cnt to Grant Agreement (defined below), and will be a third party beneficiary of Contractor's obligations under thisConstruction Agreement with the rightto enforce allwarranties and other remedies directlyagainstContractor. Contractor acknowledges thatperformâñce ofthisConstruction Agreement requirescompliance with certain federal and staterequirements as setforth in Section9.1 below and the GOSR Supplementary Conditions forContracts attached hereto. NOW, THEREFORE, inconsideration of theirmutual promises, and i==±ng to be legally bound HTFC hereby,. and Contractor agree as follows: ARTICLE 1. General Conditions: ContractDocuments: Defined Terms Conditions" L1 "General means the General Conditions for the Contract attached hereto which are incorporated by referenceherein. 1.2 The Contract Documents consistofthe Contract Dacuments as definedunder theGeneral Conditions. This Construction Agreement and each Work Order form partof the ContractDocamcats. 1.3 All words and phrases defined in theContract Documents have the same maning inthisConstruction Agreement. Refer toArticle 1 ofthe General Conditions forthe principallist (but not of all) the definedterms. ARTICLE 2. The Work 2.1 Contractorshallperform the Work in accordancewith theContract Documents. FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 ARTICLE 3. Contract Price 3.1 The Work Order Price for each Project shall be the amount specified as the “Work Order Price” in the applicable Work Order. HTFC agrees to compensate Contractor for its performance of the services under any proper and fully executed Work Order. Notwithstanding the latter, Contractor agrees that in no event will HTFC pay to Contractor more than $5,000,000.00 (“Contract Price”) for the services under all applicable work orders under this Construction Agreement unless the Contract Price is first modified in writing by a fully executed Amendment to this Construction Agreement. For the avoidance of doubt, the Contract Price for all work to be performed pursuant to this Construction Contract shall not exceed $5,000,000.00. ARTICLE 4. Starting Date; Completion Date 4.1 The “Starting Date” for the Work on each Project shall be as specified in the applicable Work Order. 4.2 The “Completion Date” for all the Work of this Contractor on each Project shall be as specified in the applicable Work Order, subject to extension if and to the extent permitted under Article 18 of the General Conditions. 4.3 Period of Performance. Contractor will perform the Work set forth in all applicable Work Orders under this Construction Agreement during the period: September 7, 2016 thru September 6, 2017 ARTICLE 5. Authorized Representatives of HTFC and Contractor; GOSR Referee; the Project Manager 5.1 The authorized representatives of the Contractor are identifiedin Schedule C to the Construction Agreement. 5.2 The authorized representatives of HTFC are identified in Schedule C to the Construction Agreement. 5.3 The “GOSR Referee” means the GOSR Appeals Resolution Committee and includes any similar successor entity designated by HTFC. 5.4 The “Project Manager” for a particular Project will be identified in the Work Order and shall include any successor designated by HTFC. ARTICLE 6. Miscellaneous 6.1 Schedules A through C hereto and each Work Order executed by HTFC and Contractor pursuant to this Construction Agreement are and shall be deemed part of (and incorporated in) this Construction Agreement as though fully set forth in this Construction Agreement. 6.2 In the event of any question as to whether a particularprovision of this Contract complies with the Construction Contracts Act, N.Y. Gen. Bus. Law § 756-758 (the “Act”), the particular provision shall be construed in a manner which results in compliance with the Act. 6.3 This Construction Agreement may be executed (a) in counterparts, a complete set of which shall constitute an original and (b) in duplicates, each of which shall constitute an original. Copies of this Construction Agreement showing the signatures of the respective parties, whether produced by photographic, digital, computer, or other reproduction, may be used for all purposes as originals. ARTICLE 7. Bonds 7.1 If required by HTFC (such requirement to be set forth in the applicable Work Order), before commencing the Work on any Project, Contractor shall give HTFC a performance bond (the “Performance Bond”), and a labor and materials payment bond (the “Payment Bond”), in forms approved by HTFC, each with a penal sum equal to the Work Order Price. (The Performance Bond and the Payment Bond are referred to collectively as the “Bonds”.) 2 FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 7.2 The Bonds shall be issued by a reputable and well-established surety company or companies (collectively, the “Surety”) satisfactory to HTFC, approved in writing by HTFC, and licensed to do business in the State of New York. 7.3 HTFC's payment to Contractor or any other Person of all or any portion of the Work Order Price, or HTFC's failure to retain any portion of the Work Order Price (whether or not specifically permitted under this Contract), or any change in or variation in the time, method or condition of payment of the Work Order Price by HTFC, or any extension of Contractor's time for performance or the issuance of any Change Order or other modification of the Contract Documents, shall not discharge or modify to any extent whatsoever the obligation of the Surety upon the Bonds. ARTICLE 8. Required Insurance 8.1 Schedule B sets forth general insurance requirements applicable to the insurance coverages required of Contractor under each Work Order. ARTICLE 9. GOSR Supplementary Conditions for Contracts 9.1 Contractor shall (a) comply with the GOSR Supplementary Conditions for Contracts attached hereto (the “Supplementary Conditions”), (b) include such Supplementary Conditions in any Subcontract entered into under this Construction Agreement, and (c) require all Subcontractors to flow-down such terms to all lower-tiered Subcontractors. These Supplementary Conditions include required terms for project contracts, HUD General Provisions, Participation by Minority Group Members and Women Requirements and Procedures for Contracts with HTFC, Standard Clauses for Contracts with HTFC and required diversity forms. ARTICLE 10. Contractor Evaluation 10.1 Contractor acknowledges and agrees that HTFC may, at its option, conduct an evaluation of Contractor’s performance after Completion of the Work under any Work Order, and that the results of any such evaluation will be a factor in Contractor’s continuing eligibility for bidding on and award of additional Work Orders. HTFC reserves the right, at its option, to disqualify Contractor from such bidding and awards solely on the basis of a negative evaluation. Contractor agrees to participate in HTFC’s evaluation process and provide all requested information. [SIGNATURE PAGE FOLLOWS THIS PAGE] 3 FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 IN WITNESS WHEREOF, HTFC and Contracter have duly executed thisCañstructior,Agreement (includingthe Schedules, General Conditions and Exhibits)as ofthe datefirstabove written. HTFC: HOUSING By· CONTRACTOR: Lipsky B::ildingConstructionInc. By: 4 FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 SCHEDULES SCHEDULE A Form of Work Order for Each Project SCHEDULE B Required Insurance SCHEDULE C Authorized Representatives of HTFC and Contractor SCHEDULE D General Conditions FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 SCHEDULE A Form of Work Order for Each Project [see attached] REQUIREMENTS PRIOR TO EXECUTION OF WORK ORDER Before any Work Order can be executed, the following conditions must be complied with: (1) Homeowner and HTFC shall have signed the Supplement to Grant Agreement. (2) If required under the Work Order, Contractor shall have delivered to HTFC the Performance Bond and Payment Bond. (3) INTENTIONALLY OMITTED (4) Contractor shall have delivered to HTFC certificatesof insurance evidencing compliance with the Required Insurance Coverage Types, Insurance Limits, and Endorsements as set forth herein in Sections A and B of Schedule B of this contract, and in the Work Order. (5) Contractor shall have confirmed and accepted all Scope Documents listed in and to be attached to the Work Order. COMPLETION OF EACH WORK ORDER Introductory Statement Insert date of Construction Agreement. Insert Contractor Name. Insert Work Order Number, Project ID, Project Site, Description of Work, and Work Order Value Insert Work Order Number and Project ID at top of signature page Insert effective date of Work Order. Work Order Terms and Conditions A: Insert Work Order Number and Project ID at top of page B: Insert address of the Project, Homeowner name and contact information C: Insert HTFC’s Project Manager name and contact information D: Insert Starting Date and Completion Date for the Work. E: Insert the Work Order Price and payment schedule. F: Check “yes” or “no” for bond requirement. G: Confirm limits for Required Insurance. H: Check “yes” or “no” for Structural Movers Cargo or Riggers Liability insurance requirement. FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 I: Insert list of other reference documents, including Scope Documents and other plans, documents and reports which impact the Contractor's scope of Work. PROTOCOL FOR EACH FINAL WORK ORDER Please prepare four execution copies of the applicable complete Work Order and any attachments – each set must be bound as one document. FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 WORK ORDER Introductory Statement HOUSING TRUST FUND CORPORATION (“HTFC”) has entered into a Construction Agreement dated as of _________ ___, 2016 (including all Schedules, General Conditions and Exhibits, and Supplementary Conditions thereto, the “Construction Agreement” or the “Agreement”) with ________________ (“Contractor”), pursuant to which Contractor shall perform construction work on the specified Project Site. The Construction Agreement contemplates that for each such Project, HTFC and Homeowner will enter into a Supplement to Grant Agreement with respect to the specific Project and HTFC and Contractor will enter into a Work Order in this form setting forth the terms and conditions for the specific Project. Contractor hereby acknowledges that it has received and reviewed a copy of the Supplement to Grant Agreement with respect to the specific Project covered by this Work Order. HTFC desires to engage Contractor to undertake the Project described in this Work Order pursuant to the terms of the Construction Agreement; and Contractor desires to undertake and perform the Work of this Project. Accordingly, upon execution by the parties below, this Work Order becomes part of, and is incorporated into, the Construction Agreement. All words and phrases defined in the Contract Documents have the same meaning in this Work Order. Scope of Work: The Work described in the Scope Documents and the other terms and conditions listed in the attached Work Order Terms and Conditions for the PROJECT ID listed below only. Work Order Number Project ID Project Site Description of Work Work Order Value [SIGNATURE PAGE FOLLOWS THIS PAGE] FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 Work Order Number Project ID Effective Date of Work Order: ________________________ Completion Date: Listed in in the attached Work Order Terms and Conditions. IN WITNESS WHEREOF, HTFC and Contractor have duly executed this Work Order (including the Terms and Conditions attached hereto) as of ____________, __ 2016. HTFC: HOUSING TRUST FUND CORPORATION By: ___________________________________________ Name: Title: CONTRACTOR: [_________________________________________________] By: ___________________________________________ Name: Title: 2 FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 Work Order Number Project ID Work Order Terms and Conditions A. PROJECT; PROJECT SITE AND HOMEOWNER The “Project” is the Work described in the Scope Documents attached to this Work Order to be performed in accordance with this Construction Agreement on the property located at and on the Project Site. The “Project Site” is [street address], [city], NY [zip code]. The “Homeowner” of the Project Site is [name(s) and contact information] B. PROJECT MANAGER HTFC’s “Project Manager” for the Project is [name and contact information]. C. STARTING DATE AND COMPLETION DATE The “Starting Date” for the Work is ________ __, 20__. The “Completion Date” for all the Work of Contractor shall be _________________, 20__, subject to extension if and to the extent provided under Article 18 of the General Conditions. D. WORK ORDER PRICE; PAYMENT SCHEDULE The “Work Order Price” is $___________________. The Work Order Price includes the cost of the Bonds and the Structural Movers Cargo or Riggers Liability Insurance, if required, and the cost of all other Required Insurance. Work Order payments will be made according to the following “Payment Schedule” for the Work Order Price: [payment shall be made upon Completion of the Work as set forth in Article 26 of the General Conditions] or [insert payment schedule] Invoices shall be submitted by the 10th and 24th of each month for processing, as applicable. Each Work Order will be invoiced and paid separately. E. BONDS [___] YES or [___] NO – A Payment Bond and Performance Bond is required for the Work under this Work Order. FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 F. INSURANCE COVERAGE AMOUNTS For purposes of this Work Order, “Insurance Limits” (as such term is used in the Construction Agreement) shall mean the following: [insert list of required coverages for applicable Work Order] G. STRUCTURAL MOVERS CARGO OR RIGGERS LIABILITY INSURANCE [___] YES or [___] NO – Structural Movers Cargo or Riggers Liability Insurance is required for the Work under this Work Order. H. SCOPE DOCUMENTS 1. Project Specifications prepared by [____________________], dated [_____________] 2. Contract Drawings prepared by [____________________], dated [_____________] (if any) 3. 4. [list other reference documents applicable to this project, such as site assessment or engineering reports, other consultant reports, instructions for sequence of work, etc.] I. OTHER REQUIREMENTS These requirements shall apply to each and every Project for which HTFC and Contractor enter into a Work Order. In each such case Contractor shall comply with these requirements in completing the Work for each applicable Project under this Construction Agreement. The cost for any and all such requirements is included in the Work Order Price. 1. Contractor is responsible for having a New York State business license. 2. Contractor shall not display any signs, posters, or other advertising on/or about the Project Site without the prior written consent of HTFC. 3. Contractor shall be responsible to close up and secure the Work after each time it performs the Work at the Project Site. 4. Contractor is responsible to provide a report for each property that it performs Work. Such report shall indicate the address and time when the required Work was performed. This report shall be required for verification of Work and approval of invoices. 5. Contractor shall be responsible for and promptly repair and make good at its own expense, all damage to the Project Site, streets, sidewalks, curbs, utility lines, adjoining premises or any other public or private property, resulting from, or in connection with the performance of the Work. 6. Contractor shall attend meetings as required by the Project Manager. 7. It is mandatory that all personnel wear the appropriate safety equipment as required by OSHA standards. Contractor shall be responsible for site safety. 2 FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 8. Contractor shall comply with all Federal and Local laws regarding noise control. Every effort shall be made by Contractor to reduce noise, disruption, and/or inconvenience to the surrounding community. 9. Contractor shall furnish for its, personnel proper drinking water and first aid kits. 10. Contractor shall provide all engineering, surveying, field measuring, lines, elevations, and lay-out required for execution of the Work. 11. Contractor shall coordinate all logistics, staging and storage area(s) with the Project Manager and Homeowner. 12. For projects within New York City, all private carting firms employed directly or by Subcontract must comply with the City of New York Business Integrity Commission. Copies of such registration must be submitted to the Project Manager prior to the rending of any private carting services at the Project Site. 13. Contractor shall obtain all permits and inspections required for the performance of the Work and shall include all costs for permits, fees, bonds, assessments and municipal inspections applicable to the Work as levied or required by all public authorities having jurisdiction. Provide all required licenses, OSHA, FDNY and DOB certifications and requirements. All NYC and other jurisdictional DOT permits for street and sidewalk closings, opening, crossings, material storage, equipment, etc., to execute the work will be obtained by Contractor. 14. Contractor will be responsible for all sweeping, pickup and removal of all dirt and debris resulting from the performance of his operations and suitable disposal (recycling) of the debris. Daily and final cleanup shall be performed by Contractor. Cleanup may also be required at any time as directed by the Project Manager to ensure compliance with the project safety plan. Contractor shall include all snow removal and maintain sidewalks free of ice and snow during the course of the contract. Should mold be encountered during the Work, Contractor shall remove and dispose of in a legal and proper manner. 15. Contractor is to supply and pay the cost for all cranes, hoists, lifts, staging, scaffolding and rigging needed to complete the Work, if any. Contractor is responsible for the erection, dismantling, and maintenance of any scaffolding, ladders, swing stages, etc. required to perform the Work. All scaffolds, ladders, staging, etc., shall be constructed and used in strict accordance with OSHA regulations and the project safety plan. 16. Contractor shall provide all temporary signage, warning devices, flagmen or other means of traffic control. Work areas in accordance with all Federal, County, State and Local laws, codes or ordinances as required to perform this scope of work. Contractor shall also provide all necessary means to control traffic disrupted by the Work. 3 FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 SCHEDULE B Required Insurance A. Contractor Insurance 1. The “Required Insurance” under this Contract consists of all coverages described in, and required under this Section A and under Section C (if required by the applicable work order). The cost of all Required Insurance is included in the Work Order Price and shall be borne by Contractor at Contractor’s sole expense. 2. Contractor shall secure and maintain the following coverages (with the Insurance Limits as specified in the applicable Work Order , as set forth in Section B below): (a) workers' compensation insurance and New York State statutory disabilityinsurance as required by Laws covering employers liability, workers’ compensation, and disabilitybenefits for all persons employed in connection with the Work (including those by Subcontractors or independent contractors engaged by Contractor); (b) commercial general liabilityinsurance covering liabilityfor bodily injury (including death) and property damage combined, and for personal and advertising injury, covering the Project Site and all streets, alleys and sidewalks adjoining or appurtenant to the Project Site, and including: (i) operations-premises liability; (ii) contractor's protective liability on the operations of all Subcontractors; (iii) products/completed operations coverage (with completed operations maintained within Contractor's ongoing general liabilityinsurance program for not less than six years after completion of the Work (or such shorter period which HTFC may approve); (iv) broad form property damage coverage; (v) broad form contractual liability (designating Article 6 of the General Conditions); (vi) a broad form comprehensive general liability endorsement (including explosion, subsidence, collapse, and underground damage, libel, slander, and false arrest, and products liability); (vii) no exclusions relating to (a) gravity related injuries, and (b) injuries sustained by the employee of an insured or any insured rather than “the insured”; (viii) fire damage and water damage legal liability; (ix) protective liabilityinsurance in HTFC's name for the operations of Contractor and all Subcontractors; and (x) deletion of the Contractual Liability Exclusion as applicable to construction or demolition to be performed within 50 feet of railroad track; and (xi) property of others in the care, custody and control of Contractor; and (c) comprehensive business automobile liability insurance for all owned, non-owned, leased, rented and/or hired vehicles insuring against liability for bodily injury (including death) and property damage combined ; (d) excess or umbrella liability insurance applying in excess over all limits and coverages in paragraphs 2(b) and 2 (c) above; FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 (e) contractors’ pollution legal liability insurance which shall include coverage for loss and expense arising out of the acts, errors or omissions of the Contractor with respect to, among other things, coverage for asbestos, lead paint, and mold, with limits as set forth in the applicable Work Order and any Subcontractor or other Person performing environmental testing shall also procure pollution legal liability coverage of the same type with limits as set forth in the applicable work order; and (f) any Contractor, Subcontractor or other Person providing engineering or other professional services shall procure professional liability insurance covering loss and expense arising out of the acts, errors or omissions of the professional or its subcontractors, with limits as set forth in the applicable work order. 3. The commercial general liability, business automobile liability, excess or umbrella liability and pollution legal liability coverage shall be endorsed to designate HTFC, Homeowner and all other Indemnitees (but excluding any licensed engineers with respect to liability for professional malpractice or negligence), as additional insureds. The commercial general liability additional insureds coverage shall be issued on ISO Forms CG 20 10 07 04 and 20 37 07 04 or their equivalent.Coverage provided to the additional insureds shall be on a primary and non-contributory basis. 4. Except as specified for completed operations coverage under paragraph 2(b)(iii) above, Contractor shall maintain all coverages of Required Insurance without interruption from the date of this Contract through Completion and thereafter during any period while Contractor and/or any Subcontractor is performing any Work (including any warranty or corrective work) or furnishing any services pursuant to the Contract Documents. 5. Contractor shall require that all Subcontractors carry liability and property damage insurance of the same types and coverages as specified in paragraphs 2 and 3 of this section A (except for the coverage under (b)(viii)), as well as coverage specified in section C below (where applicable); and Contractor shall require each Subcontractor to furnish the same documentation of such coverage as required of Contractor hereunder, unless and except as HTFC agrees otherwise in writing. 6. Contractor is advised that HTFC does not maintain, and will not maintain, insurance which would cover Contractor's temporary plant and equipment. Contractor shall secure and maintain insurance for temporary plant and equipment (“Plant and Equipment Insurance”). This requirement for Plant and Equipment Insurance is solely for the benefit of Contractor, and the failure of Contractor to secure such insurance or to maintain adequate levels of coverage shall not subject HTFC to liability for losses of owned or rented equipment. Such Plant and Equipment Insurance shall contain an endorsement stating that “permission is granted to complete and occupy”; and, if any offsite storage location is used for plant and equipment, such insurance shall cover, for full insurable value, all such items on or about any such off-site storage location or in transit to the Project Site. Contractor shall be fully responsible for, and shall carry “all risk” insurance on, materials and equipment to become part of the Work until same are delivered to, and accepted at, the Project Site. 7. Each policy of Required Insurance shall contain the following (whether or not requiring additional premium): (a) an agreement by the insurer that such policy shall not be cancelled or amended or non-renewed, or any coverages reduced, without at least 30 days prior written notice by registered mail to HTFC at the address specified in this Contract; (b) deductibles of not more than the amounts allowed in Section B below; (b) an endorsement that: (i) no unintentional act or omission of HTFC, Homeowner, Contractor or any other named or additional insured; and (ii) no violation of warranties, declarations or conditions of the policy or any application therefor by any of the aforementioned, shall affect orlimit the insurer's obligation with respect to HTFC and any other named or additional insured; 2 FILED: NASSAU COUNTY CLERK 09/01/2020 03:52 PM INDEX NO. 606340/2020 NYSCEF DOC. NO. 46 RECEIVED NYSCEF: 09/01/2020 (c) a waiver of subrogation by the insurer with respect to HTFC and any other named insured and additional insured with respect to professional malpractice or negligence; and