HomeMy WebLinkAbout12-4039i ;?p-CAF HCE
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PROTHONOTARY: INDEX AGAINST ALL PARTIES AS
PLAINTIFF AND AGAINST ALL PARTIES AS DEFENDANTr}i ERA D COUNTY
PENNSYLVANIA
WAIVER OF LIENS ?t(?_ Vo39 m 4p
WITNESSETH:
THIS INSTRUMENT, executed this 12th day of June, 2012, by and between
NAVARRO & WRIGHT CONSULTING ENGINEERS INC., having an address of 151
Reno Avenue, New Cumberland, PA 17070 (hereinafter "Contractor") in favor of
BUMBLE BEE HOLLOW LLC, a Pennsylvania limited partnership with an address of
225 North Presidential Boulevard, Bala Cynwyd, Pennsylvania 19004 (hereinafter
"Owner").
A. Contractor has entered into a written contract with Richmar
Builders, Inc., Owner's General Contractor, for the construction and installation of
certain site improvements on that certain premises known as Bumble Bee Hollow, as
described in Exhibit "A" (the "Real Estate") (such site improvements, and other
improvements related thereto being hereinafter referred to as the "Improvements"); and
B. It is the intention of Owner and Contractor that neither said Real
Estate, nor any subdivided portion thereof nor the Improvements erected or to be erected
thereon or installed therein shall be subject to a lien for debts due by Owner to Contractor
or by Contractor to any subcontractor for labor or materials furnished in the said
construction or installation, and that the right of anyone to claim any such lien be waived
hereby.
NOW THIS AGREEMENT WITNESSETH: That Contractor, for and in
consideration of the contract aforesaid and the consideration mentioned thereunder, as
well as the further consideration of One ($1.00) Dollar to him paid by the Owner at or
before the sealing and delivery of these presents, the receipt of which is hereby
acknowledged, and intending to be legally bound hereby, does hereby covenant, promise
and agree, for Contractor and any and all subcontractors, materialmen, laborers and
parties acting for, through or under Contractor, that no mechanics' lien or claim or other
lien or claim of any kind whatsoever shall be filed or maintained against the Real Estate,
the Improvements or against any building or buildings, other improvements, lot of ground
or any part thereof, or the cartilage or cartilages appurtenant thereto, by anyone, and that
all subcontractors, materialmen and laborers shall look to and hold Contractor personally
liable for all subcontracts, materials furnished and work and labor done.
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Contractor hereby covenants, promises and agrees that all subcontractors, material
suppliers, and laborers on the work shall look to and hold Contractor personally liable for
all subcontracts, materials furnished and work and labor done, so that there shall not be
any legal or lawful claim of any kind whatsoever against Owner, or any other person with
an estate (including a leasehold estate) in the above-described property, for any work
done or labor or materials furnished under the Contract or otherwise.
AND this Agreement, waiving the right of lien by anyone, shall be an
independent covenant and shall operate and be effective with respect to work done and
materials furnished under any supplemental contract for extra work in the construction
and installation of the Improvements or any other improvements in the building as well as
to any work and labor done and materials furnished under the contract aforesaid.
In order to give Owner and any person having an estate in the Real Estate
(including a leasehold estate), full power and authority to protect itself and themselves,
the Real Estate, the buildings or the Improvements to be erected and constructed thereon,
and the cartilages appurtenant thereto, against any and all liens or claims filed by the
Contractor or anyone acting under or through it in violation of the foregoing covenant by
Contractor, the Contractor hereby irrevocably authorizes and empowers any attorney of
any Court of Common Pleas of the Commonwealth of Pennsylvania, to appear as
attorney for it, them, or any of them, in any such Court, and in its or their name or names,
(a) to the extent permitted by law, to mark satisfied of record at the cost and expense of
Contractor or of any subcontractor, laborer or material supplier, any and all claims or
liens filed in violation of the foregoing waiver and covenant, or (b) to cause to be filed
and served in connection with such claims or liens (in the name of Contractor or any
subcontractor, laborer or material supplier, or anyone else acting under or through it) any
pleading or instrument, or any amendment to any pleading or instrument previously filed
by it or them, to incorporate therein, as part of the record the waiver contained in the
instrument, and for such act or acts this instrument shall be good and sufficient warrant
and authority, and reference to the court, term and number in which and where this
Waiver of Liens shall have been files shall be a sufficient exhibit of the authority herein
contained to warrant such action, and the Contractor for itself and or them does hereby
remise, release and quit-claim all rights and all manner of errors, defects and
imperfections whatsoever in entering such satisfaction or in filing such pleading,
instrument or amendment, or in any way concerning them. This power may be exercised
from time to time as often as shall be deemed necessary.
This agreement and Waiver of Liens is made and intended to be filed with the
Prothonotary of the Court of Common Pleas of the County of Dauphin, Commonwealth
of Pennsylvania, or other proper place in which the above-described lands are located,
within ten days after the date hereof in accordance with the requirements of law in such
case provided.
IN WITNESS WHEREOF, Contractor has executed this Agreement the day and
year above first written.
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Navarro & Wright Consulting Engineers Inc.
By:
" Name: PaiA J. Navarro
Title: PE & President
COMMONWEALTH OF PENNSYLVANIA :
n ss
COUNTY OF iLgogAer1an al
On this, the 194• day of June, 2012, before me, the undersigned officer,
personally appeared Paul J. Navarro, who acknowledged himself to be the PE &
President of Navarro & Wright Consulting Engineers Inc., and that he, being authorized
to do so, executed the within instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
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NOTARY PUBLIC
MY COMMISSION EXPIRES: 16
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
Deborah Diane Foust, Notary Public
Newberry Twp., York County
My CAmmisslon Expires April 27, 2016
MEMBER. PENNSYLVANIA A56odmom of NOTARIES
LEGAL DESCRIPTION
FOR
BUMBLE BEE HOLLOW
ALL THAT' CERTAIN tract of land situate in the
Township of Upper Allen, County of Cumberland, Commonwealth of
Pennsylvania, more particularly bounded and described as follows, to wit:
BEGINNING at a point at the intersection of the Eastern right-of-
way line of Rider Lane and the Southern right-of-way line of U.S. Route
15, THENCE by the Southern right-of-way line of U.S. Route 15, North
41 degrees 07 minutes 57 seconds East, a distance of 404.54 feet to a
point; THENCE by same, North 37 degrees 39 minutes 40 seconds East, a
distance of 327.61 feet to a point; THENCE by same, North 40 degrees
50 minutes 30 seconds East, a distance of 282.29 feet to a point;
THENCE by same, North 34 degrees 31 minutes 11 seconds East, a
distance of 200.56 feet to a point; THENCE by same, South 30 degrees
45 minutes 45 seconds West, a distance of 202.53 feet to a point;
THENCE by same, North 51 degrees 14 minutes 15 seconds East, a
distance of 155.14 feet to a point; THENCE by same, North 44 degrees
22 minutes 41 seconds East, a distance of 203.59 feet to a point;
THENCE by same, North 36 degrees 26 minutes, 59 seconds East, a
distance of 151.70 feet to a point; THENCE by same, North 32 degrees 59
minutes 37 seconds East, a distance of 101.24 feet to a point; THENCE
by same, North 16 degrees 12 minutes 03 seconds East, a distance of
106.83 feet to a point; THENCE by same, North 37 degrees 18 minutes,
39 seconds East, a distance of 259.36 feet to a point; THENCE South 35
degrees 04 minutes 30 seconds East, a distance of 94.07 feet to a point;
THENCE North 52 degrees 09 minutes 52 seconds East, a distance of
45.00 feet to a point on the westerly right-of-way line of Old Hollow
Road; THENCE by same, by a curve to the left having a radius of 74120
feet, an arc distance of 132.24 feet to a point; 'THENCE by same, South
48 degrees 03 minutes 28 seconds East, a distance of 66.31 feet to a point;
THENCE by same, North 56 degrees 35 minutes 52 seconds East, a
distance of 1.32 feet to a point; THENCE by same South 48 degrees 03
minutes 28 seconds East, a distance of 141.56 feet to a steel re-bar (set);
THENCE by same, by a curve to the right having a radius of 343.27 feet,
an are distance of 164.55 feet to a point; THENCE by same, South 20
degrees 35 minutes 30 seconds East, a distance of 130.00 feet to a point;
THENCE by same, South 20 degrees 35 minutes 30 seconds East, a
distance of 219.80 feet to a point; THENCE by same by a curve to the
left having a radius of 180.00 feet, an arc length of 107.49 feet to a point;
THENCE South 20 degrees 28 minutes 15 seconds East, a distance of
63.84 feet to a point; THENCE South 27 degrees 24 minutes 58 seconds
East, a distance of 178.18 feet to a point in Bumble Bee Hollow Road;
THENCE through Bumble Bee Hollow Road and by lands now or late of
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Loring L. Thomas, South 02 degrees 35 minutes 59 seconds East, a
distance of 524.61 feet to a steel re-bar (set); THENCE by lands of Loring
L. Thomas and Grantham Heights, South 39 degrees 17 minutes 22
seconds West, a distance of 873.66 feet to a steel re-bar (found);
THENCE by land of Grantham Heights, South 89 degrees 59 minutes 47
seconds West, a distance of 398.80 feet to an angle iron (found);
THENCE by same, North 58 degrees 57 minutes 25 seconds West, a
distance of 748.13 feet to a point; THENCE South 85 degrees 07 minutes
00 seconds West, a distance of 498.35 feet to a point on the eastern right-
of-way line of Rider Lane; THENCE by same, North 41 degrees 06
minutes 29 seconds West, a distance of 52.25 feet to a point; THENCE
North 35 degrees 16 minutes 57 seconds West, a distance of 163.35 feet to
a point, the place of BEGINNING.
THE ABOVE-DESCRIBED PREMISES BEING composed of
property conveyed by (1) Bumble Bee Hollow Road Partnership to
Klipsen Enterprises, Inc. dated December 14, 1989 and recorded in
Cumberland County Deed Book I, Volume 34, Page 1135 (Tax Parcel 42-
11-0276-008); (2) property conveyed by George T. Mummau and Beth A.
Muinmau, his wife, to Klipsen Enterprises, Inc. by virtue of a Deed dated
December 11, 1992 and recorded in Cumberland County Deed Book A,
Volume 36, Page 926 (Tax Parcel 42-11-0276-040); (3) property
conveyed by Deborah Eckstein Ralph formerly known as Deborah M.
Long and David E. Ralph to West Shore Golf, Inc. by virtue of a Deed
dated July 21, 2000 and recorded in Cumberland. County Deed Book 225,
Page 890 (Tax Parcel 42-11-0276-008B); and (4) property conveyed by
Patricia D. Shelton, formerly Patricia D. Eckstein, and John W. Shelton to
Bumble Bee Hollow Sports, Inc. dated April 29, 1988 and recorded in
Cumberland County Deed Book 176, Page 968 (Tax Parcel 42-11-0276-
007).
Klipsen Enterprises, Inc. and Bumble Bee Hollow Sports, Inc.
were merged into Bumble Bee Hollow Golf, Inc. by Articles of Merger
filed with the Pennsylvania Department of State on May 4, 2001.
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SUBCONTRACT AGREEMENT
DATE: June 12, 2012
ORDER NO. BBS-23
SUBCONTRACTOR NAME/ADDRESS: Navarro & Wright Consulting Engineers Inc, 151 Reno Avenue
New Cumberland, PA 17070 PHONE: (717) 441-2216 FAX NO. (717) 441-2218
CONTRACTOR NAME/ADDRESS: Richmar Builders, Inc., 616OG Springford Drive,
Harrisburg PA 17111 PHONE: (717) 657-0840 FAX NO. (717) 657-1219
CONTRACT PRICE: As per unit cost
PROJECT: Bumble Bee Hollow -Single Family
COMPLETION TIME:
THIS AGREEMENT made at the office designated above of the above named Contractor on the date indicated above, between the above-named
Contractor (hereinafter referred to as "Contractor") and the above-named Subcontractor (hereinafter referred to as "Subcontractor").
WHEREAS, the above named Contractor is obligated to construct certain improvements in respect to the above named project, as set forth in a
certain Contract (which is hereinafter referred to as the "Main Contract") with the owner of said project (which together with any successors is
hereinafter referred to as "Owner"). These improvements are hereinafter referred to as "Project".
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and with intent to be legally bound, Contract
and Subcontractor agree as follow:
A. In consideration of the total contract price to be paid by contractor to Subcontractor, Subcontractor agrees to furnish all materials
and equipment for, and labor required to perform, all of the work on project as specified in the attached schedule marked Schedule
"A", and hereby made a part of hereof, being a part of the work described in the Main Contract referred to above. The
Subcontractor hereby verifies that the list attached hereto as Schedule B, made a part hereof which has been signed and dated by
Subcontractor for identification, is an accurate and full list of the names and address of all persons which will supply services, labor,
materials or equipment to Subcontractor in the performance of the Subcontract Agreement who have the right to file a mechanics'
or materialmen's lien or claim under the Pennsylvania Mechanics Lien Law of 1963, as amended. To the extent that Subcontractor
retains any subcontractor or supplier whose name does not appear on Schedule B, said act shall constitute a material breach of this
Agreement, subjecting Subcontractor to immediate termination. Should Subcontractor desire to alter Schedule B at any point in
time following the execution of this Agreement, it must provide written notification of the same to Contractor and obtain written
approval. It shall not be permitted to retain any subcontractor or supplier that does not appear of Schedule B unless and until it
obtains such approval.
B. Subcontractor shall submit to Contractor within three (3) weeks from the date of this contract where applicable, detailed drawings
of material to be supplied and work to be performed. All drawings shall first be submitted to Contractor. After acceptance by the
Contractor revised drawings shall be submitted to Contractor. As built as required, will be submitted at completion of job.
C. Subcontractor shall begin work immediately upon notification by Contractor to do so and complete its job within the time indicated
above or as otherwise set forth in this contract.
D. This contract shall become effective where a copy thereof, signed by or on behalf of Subcontractor, has been returned to Contractor
within five (5) days hereof. Time is of the essence of this contract. This contract is subject to approval of Contractor.
E. Subject to the terms and conditions of this contract, Contractor agrees to pay to Subcontractor for the performance of its work
hereunder the contract price set forth above, subject to additions and deductions, if any, as provided for herein and also as may be
agreed upon in writing between the parties as shown in Schedule "A".
F. This contract is made subject to the following covenants, terms and conditions:
1. The material to be supplied and the work to be performed hereunder, is to be supplied and performed under the
direction of Contractor. Contractor's decision as to the true construction and meaning of the Main Contract shall be final.
The term "work" as used herein shall refer to the performance of work and supply of materials as herein provided for.
2. The Subcontractor shall perform all of the work in accordance with the Main Contract, drawings, plans, specifications,
conditions and other relevant documents and all amendments, supplements, revisions and modifications to each of them
and to meet the approval and satisfaction of the Contract and all authorities involved. Subcontractor acknowledges that
he has been afforded an opportunity to examine the Main Contract and has received copies of specification, plans,
drawings and conditions relating to the work to be performed hereunder and represents that he is fully familiar with the
requirements thereof.
3. No alterations shall be made in the work except upon written order of Contractor, and the amount to be paid by
Contractor, or allowed by Subcontractor, by virtue of such alterations, must be stated in said order. Contractor shall not
be obligated to pay any amount other than the contract price specified herein for any work done by Subcontractor unless
such work is done pursuant to such written order to Contractor. if Subcontractor shall proceed to do any work under a
change order which shall set forth the amount to be added or deducted or the terms of payment it shall be conclusively
presumed that Subcontract has agreed to such sum or terms. Should the parties be unable to agree upon the sum to be
added or omitted, the Subcontractor shall proceed only upon a written change order of Contractor from which the
statement of such sum to be added or deducted from the contract price shall be omitted. In such event the amount of
any addition or deduction in respect of the change shall be determined on the basis of applicable unit prices as set forth
in Schedule A, if such unit prices are set forth therein. If such unit prices are not indicated in Schedule A, the amount to
be added or deducted shall be equal to the actual cost in money to Subcontractor of materials and labor (including
Workmen's Compensation Insurance and Social Security taxes and any applicable fringe benefits) required, plus actual
cost of rental of any equipment used therefore at the site of the work other than tools and plus a fee of ten percent
(10%) of such actual cost to cover all other cost items including but not limited to profit, office and field supervision,
overhead, administrative expenses and use of tools.
4. Subcontractor shall provide all labor, materials, hauling, freight, tools, scaffolding, shop drawings and equipment
necessary to do its work in accordance with this contract including everything necessary and requisite to finish properly
its entire work, notwithstanding that every item may be specifically mentioned in this Contract. All work when finished
shall be delivered in a complete and undamaged state. Subcontractor shall protect all finished work from damage in the
installation of its work and shall be responsible for any damage it may cause. Subcontractor shall supply all equipment,
supplies and materials which it has undertaken to supply promptly and proceed diligently and with dispatch to complete
its works without delay in such manner and with such force of skilled and experienced workmen and mechanics as shall
be satisfactory to Contractor. Subcontractor shall not delay or retard the progress of the project and shall at all times
maintain a rate of progress consistent with that of the other trades as established by Contractor. In addition,
Subcontractor agrees to complete the several portions and the whole of the work in accordance with the progress
schedule which shall be established by Contractor as the same may be revised from time to time by Contractor. The
posting of such schedule or revisions thereof at Contractor's job shed or trailer shall be sufficient notice thereof to
Subcontractor. The inclusion of any such schedule or any revisions or any portion of either in the minutes of any job
meeting shall also constitute sufficient notice thereof to Subcontractor. The reasonableness of all such progress
schedules or revisions thereof shall be conclusively presumed as against Subcontractor unless Subcontractor shall within
ninety-six (96 ) hours of notice thereof file a formal protest thereto in writing with Contractor . Such protest shall be
effective only if its sets forth in detail the reasons Subcontractor considers such schedule unreasonable and proposes a
reasonable schedule for the work of Subcontractor. Should Subcontractor in any way cause delay in the progress of the
work so as to cause any loss to Contractor or Owner. Subcontractor shall be liable to Contractor or Owner for such loss.
5. Subcontractor shall employ and shall cause its own subcontractors to employ only such labor and use and install only
such supplies, materials and equipment as in the sole opinion of Contractor will not delay or interfere with the speedy
progress of the work and will be acceptable to and work in harmony with labor of other trades working at the site so that
the work will not be interrupted by labor disputes. If at any time during the progress of the work it appears to Contractor
in its sole opinion that the labor being employed by Subcontractor is interfering with the speedy progress of the work.
Subcontractor will immediately upon being notified by Contractor to do so employ such new labor as is satisfactory to
Contractor. Subcontractor agrees to proceed with its work without interruption regardless of any trade affiliations or the
lack of same on the part of any other workmen on the building project and pay not less that the prevailing rate of wages.
6. From time to time Subcontractor shall submit to Contractor within three (3) days of being requested to do so copies of all
orders placed for the various materials and supplies required for Subcontractor's work or authentic stock lists if such
material is normally taken from Subcontractor's stock. Order copies shall indicate type of materials or supplies, quantity,
vendor's name and address and such other information as Contractor may reasonably require. Upon request
Subcontractor shall provide Contractor with proof satisfactory to Contractor that all such orders have been accepted by
the vendors and that the delivery shall be timely in order to insure performance by Subcontractor in accordance with the
requirements of this contract. Contractor may from time to time required Subcontractor to prove in a manner
satisfactory to Contractor that its own subcontractor, suppliers, materialmen and employees have been paid all sums
currently due. Contractor may from time to time withhold all or any portions of any payments otherwise due
Subcontractor under this agreement if Subcontractor shall fail to provide any copies, proofs or lists requested by
Contractor pursuant to this section until time as such materials are provided in a from satisfactory to Contractor. The
producing of evidence that all labor, work, materials and equipment has been paid for in full by Subcontractor shall be a
condition precedent to Subcontractor's right to any payment otherwise due. Subcontractor and Subcontractor may not
commence any action to receive payment unless it shall have first previously furnished such satisfactory evidence to
Contractor.
7. Subcontractor shall, as its own expense, promptly clean up and remove all rubbish and debris and waste of any nature
resulting from it. Should Subcontractor fail to do so, the Contractor may do so and charge the Subcontractor with the
cost thereof. Rubbish and debris shall be deposited in containers provided by the Contractor and/or in areas on site
designated by the Contractor.
8. Subcontractor shall not be entitled to extra payment on account of delay or damage claimed to have been caused by
Owner, Contractor or any other subcontractor employed upon the Project.
9. Subcontractor hereby guarantees its Work against defects as called for by the specifications. In the absence of any
guarantee provision as to specific portions of Subcontractor's work. Subcontractor hereby guarantees such work,
equipment and materials against defects for one (1) year from date of occupancy permit and two (2) years for items
specified in the RWC Warranty (See Schedule "C"). All defective work, material and equipment shall be replaced at
Subcontractor's sole expense. Neither the foregoing nor any provision of the Contract, nor any special guaranteed time
limit, shall be held to limit Subcontractor's liability for error, omission or defects to a period less than that provided by
the Statute of Limitations of the place of the Project. Upon the request of Contractor, Subcontractor will issue a separate
written guaranty in form acceptable to Contractor.
10. The dimensions given on the plans, drawings and specifications must be verified by Subcontractor who shall take and be
ultimately responsible for all such measurements and dimensions as will insure the proper matching of the work covered
by this contractor with all contiguous work. Should the proper and accurate performance of Subcontractor's work
depend upon the proper and accurate performance of work of Contractor or any other person or persons, Subcontractor
shall use all necessary means to discover any defects in such other work and shall report all such defects in writing to
Contractor before proceeding with its Work and shall allow the one responsible to a reasonable time to cause such
defects to be remedied.
11. Contractor shall not be responsible for the safety of Subcontractor's materials, supplies or tools.
12. Any underground work done by Subcontractor shall be properly backfilled, rammed, puddle,d, and leveled with proper
sub grade.
13. Subcontractor agrees to comply with all laws, rules, ordinances and other requirements of any governmental authority
now in force or hereafter adopted, wherever the same applies to material or equipment to be furnished or work to be
done by Subcontractor hereunder. Subcontractor also agrees to give proper governmental authorities all requisite
notices relating to its work. Subcontractor shall obtain at its own cost and expense any and all inspections, approvals,
permits, licenses, bonds, etc., with the exception of building permits, plumbing and sewer permits, required in the
performance of its work, unless specified otherwise in Schedule "A". Subcontractor shall indemnify, protect and hold
harmless Contractor and all persons to whom Contractor may be responsible from and against all orders, restraints,
penalties, directives, fines, etc. relating to its work.
14. Subcontractor agrees to indemnify, protect and hold harmless Contractor, its directors, officers, agents and/or employees
from and against any expense, claim, liability, damage, cost, indemnity, royalty, license fee, legal fee and disbursement to
which they or any of them may be put on account of any claim (including litigation for infringement or alleged
infringement of any letters patent, patent rights, trademark or copyright) by reason of the Work or of materials or
equipment used, attached, installed or incorporated by Subcontractor or for violation of any patent, trademark, copyright
or similar right including use by Contractor and/or anyone claiming under or through Contractor and/or Owner after
installation of any article supplied or installed by Subcontractor.
15. Subcontractor shall, where advisable or required by Contractor, submit for inspection and tests samples of materials to
be incorporated in the work. Such samples shall remain the property of Contractor without additional cost. Approval of
drawings, details, samples and similar working materials by Contractor shall not relieve Subcontractor of its obligation to
perform its Work in strict accordance with the contract, the plans, drawings and specifications or the proper matching
and fitting of its Work with contiguous work. Approval of such working materials shall not relieve Subcontractor of
responsibility for deviations from plans, drawings or specification unless Subcontractor has in writing called Contractor's
attention to such deviations at the time of submission and secured written approval, nor shall it relieve Subcontractor of
responsibility for errors in shop drawings or schedules. All wok by Subcontractor shall be in conformance with samples
approved by Contractor and consistent with all other provisions of this contract, the plans, drawings and specifications.
16. Subcontractor must as soon as possible after execution of this Contract and where site conditions permit prior to
commencing its work, notify Contractor in writing of any discrepancy, inconsistencies or errors in figures, drawings,
grades, lines, levels, dimensions, drawings or specifications affecting its Work. Any part of the work shown on drawings
but not specifically mentioned in the specification or vice versa shall be considered as part of the work, the same as
though included in both. The contract documents contemplate a finished piece of work by Subcontractor of such
character and quality as is described in and reasonably inferable from such documents.
17. Subcontractor shall provide proper facilities at all times for the inspection of its Work by the Contractor or their
authorized representatives. Subcontractor shall at once remove all materials and take down and rebuild all portions of
the Work condemned by Contractor.
18. If for any reason whatsoever (other than the fault of Subcontractor) Contractor terminates work under the Contract,
Subcontractor shall be paid the proportionate value of the Work completed and all obligations of contractor under this
Contract shall terminate; provided, however that if Contractor cancels this contract as provided in Section 19 or 20, or for
any other cause attributable to Subcontractor, Section No. 30, and not this Section shall govern the rights of the parties.
19. If any work, equipment or materials furnished by Subcontractor is, in the reasonable opinion of the Contractor,
unsatisfactory, unsound, improper, or in any way fail to conform to this Contract, or if Subcontractor violates in any way
any provision of this Contract, Contractor, in addition to and in no way in limitation of any other remedy Contractor may
have in law or equity, may immediately require Subcontractor to terminate its work. Under such circumstances
Contractor shall also have the rights provided for in the case of termination under Section 20.
20. If it shall reasonably appear to Contractor that Subcontractor shall at any time failed to supply a sufficient number of
skilled workmen, equipment and/or materials of the proper quality and quantity or have failed in any other respect to
prosecute its Work with promptness and diligence and otherwise to the satisfaction of Contractor or cause by any action
or omission whatever regardless of fault, the stoppage or delay of, or other interference with, the Work of Contractor or
of any other Contractor or Subcontractor on the Project, or have violated any provision of this contract, or should a
petition in bankruptcy or for reorganization be filed by or against Subcontractor or any corporation with substantially the
same management as Subcontractor, or should Subcontractor become insolvent, fail to meet its obligations as the same
become due, go into liquidation either voluntarily or under an order of Court, make an assignment for the benefit of
creditors or acknowledge insolvency. Contractor may at any time after twenty-four (24) hours written or telegraphic
notice to Subcontractor provide through itself or through others all labor and materials appropriate to complete all or
any portion of Subcontractor's work and deduct the cost thereof (plus a reasonable percentage for Contractor's overhead
and profit) from any money due or to become due to Subcontractor under this contract or otherwise and collect any
deficiency from Subcontractor. Contractor may also under any such circumstances terminate the performance of work
by Subcontractor hereunder and take possession and use any and all materials, tools, equipment and appliances of
Subcontractor and employ others to finish Subcontractor's Work and provide equipment and materials therefore. Upon
the occurrence of any of the events, acts or omissions referred to above this paragraph, Contractor may, but shall not be
required to, make payments to others as it deems appropriate to discharge in whole or in part any claim against
Subcontractor for work under this contract or otherwise and Subcontractor agrees that the actual amount so expended
by Contractor in good faith may be deducted from the amount due or to become due hereunder or otherwise be
recovered from Subcontractor. Contractor may hold, sell or otherwise realize upon any materials, supplies, machinery,
tools, appliances or other equipment of Subcontractor upon the premises on account of any claim of any claim against
Subcontractor without prejudice to any other remedy Contractor may have under any other provisions of this contract, or
otherwise at law or in equity. In case of such termination of Subcontractor's performance, Subcontractor shall not be
entitled to receive any further payments and this contract until the entire Project shall be completed, at which time, if
the unpaid balance to be paid under this contract, shall exceed the expenses incurred by Contractor in completing or
having completed Subcontractor's Work, such excess shall be paid by Contractor to Subcontractor; but if such expenses
shall exceed such unpaid balance then Subcontractor shall pay the excess to Contractor. For this purpose expenses
incurred by Contractor shall include not only the cost of completing Subcontractor's Work and the reasonable value of
the time of Contractor's personnel and executives expended as a result of such circumstances, but also any damage
incurred as a result of any such circumstance, including, but not limited to, expenses or other loss or damage incident to
delay.
21. Subcontractor shall not remove any materials, equipment or supplies once upon the Project site without the express
written authority of Contractor. All properly shall become the property of Owner and/or Contractor upon being
incorporated into or attached to the real estate. The foregoing shall not relieve Subcontractor from its sole responsibility
for the care and protection of its work or for restoration of any damaged work, or constitute a waiver of any rights of
Contractor to require the faithful fulfillment of all terms of this contract. Contractors is hereby authorized at any time
prior to the termination of this contract and within sixty (60) days after any such termination (regardless of the reason for
such termination) to take procession of any materials, equipment and supplies delivered upon the Project site regardless
of whether payment or partial payment therefore has previously been made by Contractor and regardless of whether
they have been incorporate into the real estate. In any such case Subcontractor shall be case Subcontractor shall be
credited with its net invoice cost of any such materials and supplies for which it has not theretofore been paid, or the
reasonable market valve thereof, whichever shall be less. At any time prior to or following the termination of this
contract (regardless of the reason for such termination) Contractor may take possession of any equipment or tools at the
premises and owned by Subcontractor, or any of its Subcontractors. In such case, Subcontractor shall be credited with
the lesser of the value thereof or the fair rental value thereof for the period during which they are actually used by
Contractor or its Subcontractor.
22.
A. Subcontractor agrees to indemnify and save harmless Contractor and Owner against loss or expense by
reason of any liability imposed by law upon Contractor and/or Owner for bodily injuries and/or death
sustained by any person or persons or on account of damage or loss to property, arising wholly or in part out
of or in consequences of performance of Subcontractor's work without regard to the case or claimed cause of
such injuries, death, damages, or loss or whether such injuries, death, damage or loss are due or claimed to be
due to any negligence (including gross negligence) or other act or failure to act of Contractor or Owner or the
employees, officers or agents of either or both of them whether occurring either prior to or following the
execution of this agreement.
B. In addition to the foregoing provisions of this Section 22 and all other provisions of this contract and of the
Schedule "A", but without intentions to limit, modify, condition or affect the interpretation of any such other
provisions in any manner whatsoever. Subcontractor agrees at all times to protect, indemnify and to hold
harmless Contractor and Owner, their agents, officers and employees from and against all claims, liability,
suits, judgments and damages occurring, brought, recovered or exacted against Contractor and/or Owner for
or on account of : (1) any injury to or death of any employee of Subcontractor or of any Subcontractor or
Supplier of Subcontractor, (2) any loss or damages to any property of Subcontractor or of any Supplier or
Subcontractor of Subcontractor, or (3) any injury or death of any person or persons or loss or damage of any
property by reason of any act, duty, omission, misconduct or negligence (including gross negligence) of
Subcontractor, its agents or employees. Subcontractor shall be liable hereunder whether or not such injury,
death, loss or damage shall be contributed to by the misconduct, act, omission and/or negligence (including
gross negligence) of Contract and/or Owner, or the agents, officers, and/or employees of either of them
and/or any failure of any of them to comply with any law, ordinances or regulation whatsoever and
Subcontractor waives and releases the right of contribution from any of them with respect to any such
liability, claim, suit, damage, loss, expense, injury or death. Subcontractor also agrees at all times to protect,
indemnify and hold harmless Contractor and/or Owner, their agents, officers, and employees from any and all
loss, damage or expense which any of them may sustain by reason of any injury, loss of damage to their
property or to property over which any of them has control, possession or custody, where such injury, loss or
damage arises out of performance of its work by Subcontractor, or on account of any act or omission of
Subcontractor, its agent, employees, subcontractor, vendors, materialmen or any other person having
anything whatsoever to do with the work of Subcontractor. Subcontractor also agrees to protect, indemnify
and hold harmless Contractor and Owner, their agents, officers and employees against all claims of any nature
whatsoever of all subcontractors, materialmen, officers and employees of Subcontractor, including court costs
and reasonable attorney fees incurred in the defense of any such claims. Subcontractor agrees to indemnify
and hold harmless Contractor against all costs, including reasonable attorney fees incurred in the defense of
any litigation instituted by Subcontractor to which litigation Contractor is ultimately found to be meritorious in
whole or in part Subcontractor also agrees to pay to Contractor the costs including reasonable attorney fees
of enforcing any one or more provisions of this contract against Subcontractor. Subcontractor agrees to
indemnify and hold harmless Contractor and Owner against loss, damage, liability or expense of any nature
including but not limited to expenses of arbitration, litigation and attorney's fees by reason of any and all
claims or liabilities imposed by law or otherwise arising out of or resulting from any act or omission on the part
of Subcontractor, its own subcontractors, agents, or employees or any of them during and in or about the
performance of this contract and any extra work or work supplementary hereto. Subcontractor shall at all
times indemnify, protect and save harmless Contractor and Owner of and from all expenses, costs, losses,
judgments and any other obligations of any nature whatsoever arising out of all and any claims for Workmen's
Compensation which may be made by any of the employees of Subcontractor or by any of the employees of
any of its own subcontractors.
23. Drawings, specifications and other documents and electronic data furnished by the Contractor to the Subcontractor with
respect to the Project and any part thereof (the "Plans") shall not be used by the Subcontractor or its affiliates, agents or
employees for any work other than the Project. The Plans are to be kept in strict confidence and shall not directly or
indirectly be disclosed or copied by Subcontractor, its' affiliates, agents or employees. The Contractor or the Owner may
enforce this Agreement by all available means at law or in equity.
24. Subcontractor shall obtain and maintain in full force and effect during the term of this contract policies of insurance
issued by companies acceptable to Contractor against the risks and in the minimum amounts specified by Contractor.
Before commencing its work hereunder. Subcontractor shall furnish to Contractor and such other persons as Contractor
may designate, certificate issued by each Subcontractor's insurers in form designate by Contractor showing that all the
required insurance is in force and will not be terminated or changed without at least ten (10) days prior written notice
from the insurer to each certificate holder. New certificates evidencing renewal of such insurance shall likewise be
furnished at least fifteen (15) days prior to the date of expiration of any required insurance policy. At the request of
Contractor, Subcontractor shall within five (5) days furnish copies of all such insurance policies and shall permit such
persons as Contractor may designate to examine the original of each policy. Subcontractor is an independent contractor
in respect to the work it has undertaken hereunder or otherwise performs in respect to this Project.
25. Subcontractor shall comply with all laws, statutes, ordinances, rules and regulations relative to the payment or collection
of all sales, use or other taxes, premiums, excises, contributions or charges against or with respect to the wages or
salaries of Subcontractor, its employees and officers or against or with respect to any supplies, equipment and materials
used or consumed in the performance of this contract or incorporated into the real estate. Subcontractor hereby
assumes full and exclusive liability and responsibility for the payment of taxes, premiums, excises, contributions and
charges with respect to all labor and property used in any manner whatsoever by a person in the fulfillment of this
contract or in the performance of any work supplementary hereto, and shall indemnify, protect and hold harmless
Contractor and Owner from and against any and all expense, loss or damage, which Contractor may sustain on account of
any assessment, claim, demand or suit including all costs and expense arising there from, made or brought against
Contractor and/or Owner under any provisions of any law, statute, ordinance, rule, regulation, requirement, tax
premium, excise, contribution or charge. The contract price specified herein includes all Municipal, Local, State, County
and Federal taxes imposed by law to be collected or paid by Subcontractor. Where the law so requires, any such tax must
be stated and charged separately from the sales price but in any event, the total of the sale price and of the added tax
shall not exceed the contract consideration stated herein unless and except as otherwise specifically provided in Schedule
„A„
26.
A. Subcontractor shall present invoices for payment by 12:00 Noon two (2) working days prior to the twice a
month payment days, which are the (date) and(date) of each month. Should payment date fall on a weekend
or Monday, submission will be due on Wednesday or two (2) days prior to a Holiday. Each invoice and each
piece of correspondence concerning the contract shall be identified by the Subcontract Number, cost code
and work description. Payments shall be made on the (date) and (date) upon release of funds by the Owner.
Contractor may retain out of each payment which Contractor may make to Subcontractor prior to final
completion and acceptance of Subcontractor's work an amount equal to ten percent (10%) of the amount
which Contractor has approved for payment. Such retained amounts may be separately invoiced for sixty (60)
days after payment of the approved amounts. Retained amounts are paid subject to inspection, approval and
acceptance of Subcontractor's work by Contractor
B. All invoices submitted by Subcontractor shall constitute a representation and warranty by Subcontractor that
the sums claimed thereon are the labor and/or materials physically incorporated in the work: that the labor
and materials for which payment is requested conform to the plans and specifications and to all applicable
laws, ordinances and regulations; that all such work was done in a good and workmanlike manner; that all
materials were of the type and quality required hereunder and free of defects; and that all persons supplying
labor, materials or equipment to Subcontractor have been paid for all services and materials provided to
Subcontractor in the completion of all work up to and including the work and materials covered by such
invoice. It is specifically understood that all monies paid by Contractor to Subcontractor shall be held in trust
for all sub-subcontractors and suppliers retained by Subcontractor to provide labor and/or materials to the
project hereunder. Subcontractor and its officers shall act as a fiduciaries over such funds and, as such, shall
assure that those funds are appropriately applied to the accounts of any sub-subcontractors and material
suppliers retained by it. It is specifically understood that for all such sub-subcontractors and suppliers.
Subcontractor is simply holding such funds for the benefit of those sub-subcontractors and shall have no right
or claim to the same.
C. Subcontractor hereby releases Owner and Construction Lender from any duty or obligation that might
otherwise exist, expressly or by implication of fad or law, to see to the payment to Subcontractor by
Contractor of any funds paid by Owner or Construction Lender to Contractor and agrees that Owner, the
Construction Lender and/or Contractor may in their sole discretion (but under no circumstances hall have an
obligation to duty) pay Subcontractor's subcontractor, suppliers, materialmen or laborers directly for work
performed hereunder or in connection herewith and that any and all such payments shall, for all purposes, be
treated as payment to Subcontractor of the sums due hereunder. Owner and/or the Construction Lender shall
have no duty or obligation to observe any cost breakdown or stage or unit payment or other payment
schedule in making payment to Owner, Contractor or any other person. The obligation of Contractor under
this Agreement shall be reduced to the extent of any payments made directly by constriction lender or Owner
to Subcontractor. The foregoing sentence shall not be construed to require either Owner or Construction
Lender to make any such payments directly to Subcontractor.
D. Anything herein contained to the contrary notwithstanding. Construction Lender shall in no event be
obligated to inquire into the accuracy, correctness or reasonableness of the cost breakdown supplied by
Owner or contractor nor shall it have any obligation or duty to Subcontractor or to any other person,
including, without limitation. Subcontractor's subcontractor, suppliers, materialman, or employees, to
ascertain whether or not payments made by it correspond in amount to the sums which the payee or payees
are entitled under the terms of the said cost breakdown, voucher, order or any other document or documents
relating thereto or to the Construction Loan Agreement or whether the person, to which the payment is made
is the proper recipient thereof. The Construction Lender shall have no liability as a result of the making or
withholding of any payment even if its acts are negligent, grossly negligent or willful and this shall be true
whether or not it has actual knowledge that the payee or payees are misapplying the monies paid and/or are
not or have not or do not intend to pay their or any of their contractors, subcontractors, employees, suppliers
or materialmen. It is further agreed by Subcontractor that the provision hereof shall be applicable to, inter
alia and without limitation, any situation or circumstances in which Construction Lender applies such monies
or property to satisfy the indebtedness of Owner or Contractor to it or to cure or protect against or prevent
any default hereunder as well as to the circumstance in which monies paid by Construction Lender to any
person, including Owner and Contractor, exceed or are less than the monies properly payable to such person,
and also to the circumstance where the monies retained in the Construction Loan Account by Construction
Lender are insufficient to permit completion of construction and/or the payment of all or any materialmen,
suppliers, laborers, contractors, or other persons.
E. Subcontractor shall not at any time make or cause to be made or permit any of its subcontractors to make any
contract for materials or equipment to be used in the work on a conditional sales basis or on any other basis
whereby title to the equipment and materials does not pass free of all liens to Owner when delivered to the
building site. This covenant is a separate, distinct and independent covenant and no default by Contractor
shall relieve or release Subcontractor or Contractor of or from this covenant.
Subcontractor hereby authorizes Contractor and Owner and each of them, to make direct purchase of all or
any portion of the tangible personal property either to be consumed by Subcontractor in the performance of
this Subcontract Agreement or to be incorporated by Subcontractor into the Work in the performance of the
Subcontract Agreement, provided that written notice, which may be in the form of a copy of a proposed
purchase order covering the specific items intended to be so purchased directly, shall be given by the Owner
of the Contractor, as the case may be, to Subcontractor prior to the entry by Subcontractor into a legally
binding obligation to purchase such property. If the valve of such property is specified in, or may be computed
from, Schedule "A', such value shall be credited again the Contract Price as if it has been paid directly to
Subcontractor by Contractor. If such valve is not so determinable, Contractor shall give written notice to
Subcontractor of the price intended to be paid for such property prior to the placement of the order, and if
Subcontractor does not object in writing to such price within five (S) days or receipt of notice of the same, said
price shall be credited against the Contract price as if it had been paid directly to Subcontractor by Contractor.
Unless Subcontractor advises Contractor in writing within ten (30) days after receipt of a copy of the proposed
direct purchase order for any such property that the property covered by such order is not acceptable.
Subcontractor shall upon delivery thereof, in all respects be responsible for such property and for all work
performed by Subcontractor with respect thereto, including but not limited to all guaranties provided for
under the Contract relating to such property and work, to the same extent as if Subcontractor had purchased
such property directly from the supplier.
27. Contractor may make progress payments to Subcontractor for work completed hereunder on the basis of the price or
prices (if any) stipulated in Schedule "A". Contractor may require Subcontractor to furnish security, in the form of a bond
or other form acceptable to Contractor, against mechanics' and other liens as a condition precedent to any or all
payment for work done hereunder without regard to whether or not Owner shall have advance Contractor any money for
work done by Subcontractor. No payment under this contract (including the final payment) shall be evidence of the
performance of Subcontractor's work, either in whole or in part, and no such payment shall be construed as an
acceptance of non-conforming, inadequate, defective or improper work, equipment or materials. The use of contractor
or Owner or anyone claiming under or through Contractor or Owner shall not constitute acceptance of Subcontractor's
work hereunder or any part thereof. Contractor, in its own absolute discretion, may (but under no circumstance shall be
required) withhold any payment otherwise due under the contract to such extend as it deems proper on account of (1)
defective work, (2) claims filed or its reasonable belief that claims may be field, (3) failure of Subcontractor to make
prompt payment to its employees, its own subcontractors or suppliers in respect to either this or any other project, (4)
apparent inability of Subcontractor to complete its work for the balance then unpaid, and/or (S) damage for which
Subcontractor may be liable to Contractor, Owner or another subcontractor. Contractor may at any time when, in its
own absolute discretion, it deems if appropriate, pay directly to any employee. Subcontractor's own subcontractor or
suppliers any sums which it reasonably believes to be due any such person or person arising out of this or any other
project. All such payments shall be proper charges against the sums due Subcontractor under the agreement or
otherwise due Subcontractor for any other work. Subcontractor shall, as a condition precedent to the receipt of any
progress payment, complete, sign and submit to Contractor with the form of "Partial Release of Liens", which is attached
hereto as Exhibit 1. As a condition precedent to payment, Subcontractor shall also require each and every one of its sub-
subcontractors and material suppliers, as well as other persons supply materials, labor or work to Subcontractor to
complete, sign and submit the same form of Partial Release of Liens as referenced above, which shall cover all materials,
labor and work up to and including the materials, labor or work covered by such progress payment. Subcontractor shall
attach all such Releases to its requisitions for payment.
With respect to final payment, Subcontractor shall, as a condition precedent to the receipt thereof, complete, sign and
submit to Contractor the form of "Final Release of Liens" which is attached hereto as Exhibit 2. As a condition precedent
to payment. Subcontractor shall also require each and every one of its sub-subcontractors and material suppliers, as well
as all other persons supply materials, labor or work to Subcontractor to complete, sign and submit the same form of Final
Release of Liens as referenced above, which shall cover all materials, labor and work up to and including the materials,
labor or work covered from the last progress payment made to final completion of the work.
To the extent that Contractor requests any additional forms of releases, including, but not limited to, releases for specific
structures or lots upon which Subcontractor performs work. Subcontractor hereby agrees to provide the same at
Contractor's request.
Acceptance of any partial payment shall constitute a full and complete waiver of any claims that Subcontractor had up to
that point on the project. Acceptance of final payment by the Subcontractor shall constitute a full and final release of any
and all claims relating to the project.
28. Subcontractor shall not be relieved of any liability or responsibility should Contractor fail to provide a watchman even if a
watchman is required by the terms of any general conditions, contract, specification or other document relating to the
Project. Contractor shall not be liable under any circumstance for failure to so provide a watchman or for any event
resulting directly or indirectly from such failure.
29. Subcontractor shall, at its own expense, furnish to Contractor or such person as Contractor shall designate a bond or
bonds guaranteeing the faithful performance of the provision of this contract and the full payment for all labor and
materials used in the performance hereof by Subcontractor and its subcontractor. Such bonds shall be in such form and
amount with such surety as shall be approved by Contractor.
30.
A. Subcontractor for itself, its own subcontractor, materialmen and employees, and all person acting through or
under it, them or any of them, covenants and agrees that to the fullest extent permitted by law no mechanics'
claim or lien shall be filed or maintained by it, them or any of them against the building or buildings or other
improvements which are the subject of this contract and/or the lot or lots of ground appurtenant thereto or
any of them, for or on account of any work or labor done or materials furnished by it, them, or any of them,
under this contract, or otherwise, for, towards, in or about erection and construction of said building,
buildings, other improvements or any of them, and Subcontractor for itself, its own subcontractors,
materialmen and employees, and all persons acting through or under it, them or any of them, hereby
expressly waives and relinquishes the right to have, file or maintain any stop orders or notice of intention of
any mechanics' lien or claim against the building, buildings or other improvements or any of them or lot or lots
of ground appurtenant thereto and covenants and agrees that this agreement waiving the right of lien shall be
an independent covenant and shall operate and be effective as well with respect to work and labor done and
materials furnished under any supplemental contract or contracts including contract and arrangements for
extra work in and about erection and construction of said building, buildings, or other improvements or any of
them whether any such contracts or arrangements be verbal or written. Subcontractor agrees to execute at
any time and from time to time at the request of Contractor a separate waiver or waiver of mechanics' lien on
forms supplied by Contractor and further agrees that said separate waiver or waivers and this contract or any
or all of them may be filed on record at any time and from time to time. If notwithstanding the foregoing, and
attachment, order, claims, notice of intention or notice of lien or of claim are filed against the premises,
project. Contractor or Owner or the monies due or owing to Owner and/or Contractor arising out of or by
reason of any accident for which the Subcontractor is alleged to be liable or on account of the work
performed and/or materials furnished directly or indirectly by Subcontract , Subcontractor shall bear all cost,
damage, and expense by reason thereof and obtain at its own expense surely company bonds to cancel or
discharge the same and indemnify the Owner and the Contractor by reason of such action. Subcontractor
agrees if requested by Contractor to provide Contractor with a Waiver of Liens in form satisfactory to
Contractor executed by each of its own subcontractors and suppliers.
B. If at any time there shall be evidence of any lien or claim for which, it established, Owner or Contractor might
become liable and which might be chargeable to Subcontractor, or if damage shall be caused by Subcontractor
to other work at the project. Contractor shall have the right to retain out of any payment due or thereafter to
become due to Subcontractor, an amount sufficient to completely indemnify itself and the person or persons
responsible for such other work for any possible loss or damage including legal fees and disbursements which
any of them may sustain in discharging, satisfying and making good such claim, lien or damage. Subcontractor
shall pay to Contractor all monies that Contractor may pay in good faith in discharging, satisfying or making
good any such claim, lien and damage and all expenses incurred in connection therewith without regard to
whether contractor is legally obligated so to discharge, satisfy or make good. As an additional and further
remedy, the retained amount of any progress payment may be applied by Contractor to the satisfaction of any
mechanics' or other liens filed as a result of the work agreed to be done by Subcontractor. It is expressly
understood and agreed that the Contractor may so satisfy any such lien so filed without first determining the
validity of such lien, and Subcontractor shall be liable to Contractor for the amount so used.
31. Upon being so notified by Contractor, Subcontractor may not sublet or assign any of its work to be done at the site of the
work without first obtaining the written permission of Contractor, nor may Subcontractor assign any right to receive any
payment hereunder without first obtaining the written consent of Contractor. Such permission maybe withheld by
Contractor with or without cause and if granted may be made subject to any conditions set forth by Contractor in such
written permission. An attempt to make any prohibited assignment or subletting shall constitute an irrevocable offer by
Subcontract to Contractor to terminate this contract at any time thereafter and to accept the progress payment made to
the date of terminate as full payment hereunder and in discharging of all obligations of Contractor to Subcontractor. Any
unauthorized assignment shall not vest any rights whatsoever in the purported assignee. In no case shall the letting of
any subcontractor by Subcontractor relieve the Subcontractor of its liability and obligations under this contract. If
Contractor pays for, or guarantees payment for, labor, materials, supplies or equipment used or to be used by
Subcontractor in performance of this contact, the gross billed cost of the same may be deducted from the sums
otherwise due Subcontractor hereunder. Subcontractor shall prior to any of its own subcontractors entering upon the
premises secure from such subcontractors certificates of insurance identical to those required of it by this contract and
file the same with Contractor and/or such other person as shall be designed by Contractor. Each such subcontractor of
this subcontractor shall be bound by all of the provisions of this contract including, without limitation, the provisions for
waiver of mechanics' liens and assumption of liability. As between Contractor and Subcontractor, Subcontractor shall be
responsible for all acts and omission of its own subcontractors.
32. All dates and time periods expressed in this contractor set forth in any notice given by Contractor under the terms of this
contract are of the essence of the contract.
33. Except, if and to the extent the contract documents may assign the obligation to provide protection to some other person
and such protection is so actually provided by such other person. Subcontractor shall adequately and properly protect its
work by lights, barriers, supports, guards and all other appropriate protections and shall adhere to all safety regulations
and requirements of Owner, Contractor and Federal, State, Local and other governmental and public authorities.
Subcontractor shall avoid injury and damage to persons and property and shall be responsible (as between Contractor
and itself) for any such injury or damage resulting from its failure to do so. Subcontractor shall post danger signs warning
against all hazards, in accordance with OSHA, relating to its work including but not limited to protruding nails, hoists, well
holes, elevator hatchways, scaffolding, window and door openings, stairways, falling materials, chutes, high voltage and
heated surfaces. Railings shall be installed in accordance with OSHA requirements. Subcontractor shall continuously
maintain adequate protection for its work from damage and shall protect property of others at the premises from injury
or loss arising out of its activities or those of its agents, employees and its own subcontractors. Except as otherwise
specifically provided herein. Contractor shall not be responsible for any loss or damage to Subcontractor's work until
after pre-occupancy inspection by Contractor. Contractor shall not under any circumstances be responsible for loss or
damage to equipment, supplies, materials, tools or appliances of Subcontractor used or to be used in performance of its
work or otherwise at the premises.
34. It is expressly understood and agreed that this contract applies only to the particular work specified in Schedule "A" and
that the signing of this contract shall not be implied to create a continuing relationship nor an obligation on the part of
the Contractor to award any other subcontractors to the Subcontractor herein at any future time, on this or any other
construction project which may be undertake by Contractor.
35. The failure of Contractor or Owner to exercise any right or remedy provided for in this contract shall not preclude the
resort to other appropriate remedies not shall the use of any special remedy provided herein prevent the subsequent or
concurrent resort to any other remedy which by law or equity would be vested in Contractor or Owner for the recovery
of damages or otherwise in the event of a breach by Subcontractor. The failure on one or more occasions of Contractor
or Owner to require strict performance of any provision of this contract, even though such failure may regularly reoccur,
shall not constitute a waiver of its right to require strict performance of the same provision or of any other provision of
this contract on any subsequent occasion. Rules of construction providing for strict construction of contractual provisions
against the party preparing a contract shall not be applicable to any provision of this contract. Each provision of this
contract is intended to be cumulative and severable and in construing any provision of this contract, the content of a
different or associated provision shall not be construed to limit the applicability of a general provision except where such
intent to limit is specifically set forth. The principle that express mention excludes that which is omitted shall not be
applicable to any provision of this contract vesting rights or remedies in Contractor or Owner, nor shall the principal of
ejusdem eneric be applicable to any such provision of this contract. If any printed provision of this contract shall have
been stricken or modified, the contract shall be interpreted as if it had been printed originally as so changed and no
added significance shall be given to such change.
36. Final payment need not be made until upon the completion of its work. Subcontractor shall provide Contractor will a full
set of "as built" transparencies marked up to show all changes and job conditions, and the location of all component
parts of Subcontractor's work not specifically located on the original plans and drawings or which in any respect
whatsoever are at variance with the locations as shown on the original plan and drawings.
The masculine, feminine and neuter forms of words shall be substituted one for the other wherever herein the context so requires.
The singular and plural forms or words shall be substituted one for the other wherever herein the context so requires. This writing,
together with documents referred to herein, represents the entire agreement and contract between the parties. There are no
agreements, understanding, inducements or representations, oral or otherwise, leading up to or inducing the execution of this
contract which are not contained herein. This contract may not be modified except by writing signed by both of the parties hereto.
Written notices required by any provision of this contract shall be sufficient if mailed by registered mail by either party to the other
at his respective address set forth in this contract or at such other address as may hereafter be designed by written notice given as
provided by this Section. Contractor may at any time and from time to time with or without notice to Subcontractor assign and/or
delegate all or any of its rights, privileges and immunities as provided for herein to the Construction Lender, Owner and/or such
person or persons as shall be designated by either of them.
IN WITNESS WHEREOF, the parties hereto have sealed and executed this contract as of the day and year first above written.
NAVARRO & WRIGHT CONSULTING ENGINEERS INC.
(Name of Subcontractor)
CORPORATE
OR ,.-/ ?? ?1,?
INDIVIDUAL By: lid Wes A
SEAL Paul J. Nav ro, & rr' t
OF
SUBCONTRACTOR Attest:
(Sec. or Asst. Sec.)
RICHMAR BUILDERS, INC
(Name of Contractor)
CORPORATE
By: SEAL
Marc DeSouza, President OF
CONTRACTOR
(Secretary)
SCHEDULE "A"
Attached to a certain agreement by and between the undersigned Contractor and the undersigned
Subcontractor as of the date and in respect to the project and order number indicated below.
1. This Subcontract Agreement is for units located in Upper Allen Township, Cumberland County,
Pennsylvania. Hereafter the units will be referred to as "Single Family".
2. The terms, conditions and prices set forth herein shall remain in effect for the entire term of the
construction of all units. The actual rate of construction will be determined by a construction
schedule which will be revised from time to time as necessary.
3. The Subcontractor's responsibility, before initiating his phase of the work, is to examine the
surroundings, the drawings, and the specifications, to satisfy him that all conditions are suitable
for initiating his work.
4. In consideration of the compensation herein provided to be paid, the subcontractor will remedy
at his own expense and to the reasonable standards of the trade, any and all defective work that
is brought to his attention within the guarantee period of one year from the date of occupancy.
All installation shall be in compliance with requirements and standards set forth in the
Residential Warranty Program, IECC 2006 Building Energy Conservation Act, Manufactures
Specifications and Subcontractor agrees to make repairs to defective work as may be required
under this warranty. Subcontractor agrees to respond to any calls within a twenty-four (24)
hour period.
Subcontractor's work will include any small items which are normally included in his phase of
work.
Subcontractor shall obtain and maintain in full force and effect during the term of this contract
policies of insurance issued by companies acceptable by Contractor before commencing its
work. The policies shall include workmen's compensation, general and automobile liabilities, as
follow:
A. 1. Workmen's Compensation
Employer's Liability
2. Comprehensive General Bodily Injury
Liability
3. Comprehensive General Property Damage
Liability
4. Automobile Bodily Injury Liability
5. Automobile Property Damage Liability
Statutory
$ 500,000
$1,000,000 per occurrence and
aggregate, where applicable
$1,000,000 per occurrence and
aggregate, where applicable
$1,000,000 each person
$1,000,000 per occurrence
B. The policies in items A,2 & 3 above shall include coverage for:
1. Broad form property damage.
2. Product liability.
3. Contractor's protective liability, covering all Subcontractors' Vendors and
Sub-Subcontractors.
4. Contractual liability assumed in the Subcontract.
5. Completed operations liability.
C. Names of additional insured to be put on Insurance Certificate:
Richmar Builders, Inc.
Upper Allen Township
Bumble Bee Hollow General LLC
Name of Subcontractor:
Name of Contractor:
Navarro & Wright Consulting
Engineers Inc.
Richmar Builders, Inc.
National Penn Bank
Bumble Bee Hollow Lm
(uUr'?tlW
Paul J. Navarro, PE & President
Marc DeSouza, President
Date: June 12, 2012
Order No: BBS-23
Project: Bumble Bee Hollow -Single Family
SCHEDULE "A"
Attached to a certain agreement by and between the undersigned Contractor and the undersigned
Subcontractor as of the date and in respect to the project and order number indicated below.
7. All local, state and federal taxes are included in the contract amount set forth in the contract.
Permits and inspection fee will be paid by the Contractor not the Subcontractors.
8. Subcontractor agrees that he has read and understand the drawings. All drawings are on file at
the Richmar Builders Office, 6160G Springford Drive, Harrisburg PA 17111, and copies are
available upon request. See Schedule "B."
9. Contractor reserves the right to award the work on a building by building basis, to award
multiple subcontractors and to award the work as Contractor deems necessary.
10. Invoices shall be submitted to the Harrisburg Richmar Builders Office at 6160G Springford Drive,
Harrisburg PA 17111. All work must be completed prior to invoicing and submitted two (2) days
prior to your assigned invoice dates. Any invoices received late will be moved to the next
invoicing date for processing and payment.
15. Subcontractor will conduct a field survey to stakeout building offsets on corners and party wall
for footers, pin footers on outside of block corners only after concrete is set, with finished floor
grades.
16. Schedule: Subcontractor will commence their efforts within two (2) to three (3) days of
Contractors request, weather permitting.
17. Services, as described herein, are provided on a Time and Expense basis at our established
hourly rates and normally associated incidental expenses. Based upon the described Scope of
Services, charges will be:
15L Trip N&W will place 8 offsets hubs or 60-d spike along with guard stake per house along
with a finished floor elevation pin with guard stake. Also will place rebar at the
property corners
$ 250.00
2"d Trip N&W will mark the concrete footer at the building coordinate points with a Masonry
Nail.
$ 250.00
Place a Concrete Monument for the property corner (if needed):
$ 280.00
Name of Subcontractor:
Name of Contractor:
Navarro & Wright Consulting
Engineers Inc.
Richmar Builders, Inc
QAAA/ D
- _4a4' Paul J. Navarro, PE & President
Marc DeSouza, President
Date: June 12, 2012
Order No: BBS-23
Project: Bumble Bee Hollow -Single Family
SCHEDULE "A"
Attached to a certain agreement by and between the undersigned Contractor and the undersigned
Subcontractor as of the date and in respect to the project and order number indicated below.
Name of Subcontractor: Navarro & Wright Consulting - 447 U
Engineers Inc. Paul J. Navarr E & President
Name of Contractor: Richmar Builders, Inc.
Marc DeSouza, President
Date: June 12, 2012
Order No: BBS-23
Project: Bumble Bee Hollow -Single Family
SCHEDULE "B"
Attached to a certain agreement by and between the undersigned Contractor and the undersigned
Subcontractor as of the date and in respect to the project and order number indicated below.
The Undersigned certifies, with the intent that the Contractor and Owner shall
rely on its accuracy that the names and address of all persons which will supply
services, labor, material or equipment to Subcontractor in the performance of
the Subcontractor are listed below. Subcontractor shall provide Contractor with
notice immediately in the event of any changes or modifications to the below
list.
?¢u
The Undersigned has made the certification on the day of
Name of Subcontractor:. Navarro & Wright Consulting r?3
Engineers Inc. Paul J. Navarro, PE & President
Name of Contractor: Richmar Builders, Inc.
Marc DeSouza, President
Date: June 12, 2012
Order No: BBS-23
Project: Bumble Bee Hollow-Single Family