HomeMy WebLinkAbout13-0116~ ~ ~ _ ~ I ~ CYIc.~
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PROTHONOTARY: INDEX AGAINST ALL PARTIES AS r. ~' ~ ' `~ - ~ ~'~ ! ' ~ ~
PLAINTIFF AND AGAINST ALL PARTIES AS DEFENDAN'~~~~,~~~~~~~ COUNTY
PEF~fiSYLY~NlA
WAIVER OF LIENS
WITNESSETH:
THIS INSTRUMENT, executed this 7~' day of December, 2012, by and between
ARNEY BROS. INC., having an address of 4820 Cumberland Street, Harrisburg PA
17111 (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 far 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.
2
IN WITNESS WHEREOF, Contractor has executed this Agreement the day and
year above first written.
ARNEY BROS. INC
By. ~ ~~ ,~ l
ame: Robert E Arne , t---
Title: President
COMMONWEALTH OF PENNSYLVANIA
ss
COUNTY OF DAUPHIN .
On this, the 7th day of December, 2012, before me, the undersigned officer,
personally appeared Robert E Arney, Jr. who acknowledged himself to be the President
of Arney Bros. 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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NOTA Y PUBLIC
MY COMMISSION EXPIRES:
OOMMONWflfAL1'k p~ p~NN31'LVANIA
Notarial Sesl
any M. 8hsedy, Notary PubBc
MY Carr migsbn ~ •, Dauphin County
Member, Pennsylvania Association of No~~
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 741.20
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 (setj;
THENCE by same, by a curve to the right having a radius of 343.27 feet,
an arc 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
4
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.
Mummau, 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
conveyed by Deborah Eckstein Ralph formerly known )as Deborah eM.
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.
5
SUBCONTRACT AGREEMENT
DATE
December 7, 2012
ORDER NO. BBP-O1
SUBCONTRACTOR NAME/ADDRESS: Arney Brothers, Inc. 4820 Cumberland Street,
Harrisburg PA 1.7111 Phone (717) 564-6871 Fax
CONTRACTOR NAME/ADDRESS: Richmar Builders, Inc., 6160G Springford Drive,
Harrisburg PA 17111 Phone (717) 657-0840 Fax (717) 657-1219
Contract Price
Project Bumble Bee Hollow -Pool & Clubhouse
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,
Contractor and Subcontractor agree as follows:
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.
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 when a copy thereof, signed by or on behalf of Subcontractor, has been returned to
Contractor within. five (5) days of the date 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".
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 supplying 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 Contractor and all authorities involved. Subcontractor acknowledges that he has been afforded an
opportunity to examine the Main Contract and has received copies of specifications, 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 of 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 Subcontractor 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 not 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
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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 it 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 to 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 than
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 require
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 portion 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 such time as such materials are provided in a form 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
contract 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 of 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 a reasonable time to cause such defects to be remedied.
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, puddled, and leveled with the 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, 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 this 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 specifications 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 or responsibility for errors in shop drawings or schedules. All work 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 specifications 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 this 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 have 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 portions 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, supplies, 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 in 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 claims 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
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 under 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 property 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 the terms
of this contract. Contractor 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 possession 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 incorporated into the real estate. In any such 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 value 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 cause 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 damage 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 properly 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 Contractor 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, ordinance 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 al] loss, damage or expense which any of them may sustain by reason of any injury, loss or 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 attorneys' 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 subcontractor, 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, ud
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 or 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, certificates issued by
each of Subcontractor's insurers in form designated 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 expenses, loss or damage, which Contractor may sustain on account
of any assessment, claim, demand or suit including all costs and expenses 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 p.m. two working days prior to the twice a month a
which are the 15'h and 30~' of each month. Each invoice or requisition shall be accompanied with Subcontractor's release of liensan
form and content designated by Contractor or Owner's Construction Lender. 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 purchase order number, cost code and work description. Payment shall be made on the 15"' and
30`x' 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 60 da s after a
amounts. Retained amounts are paid subject to inspection, approval and acceptance of Subcontractor's work by Contract the approved
b). All invoices submitted by Subcontractor shall constitute a representation and warranty by Subcontractor that the sums claimed
thereon are for 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; and that all materials were of the type and quality required hereunder and free of defects.
c). Subcontractor hereby releases Owner and Construction Lender from any duty or obligation that might otherwise exist, expressly or
by implication of fact 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 shall have an obligation or 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 payments 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 payments 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 construction 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, materiahnen, 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.
f). 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 or 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 value of such property is specified in, or may be computed from, Schedule "A", such value
shall be credited against the Contract Price as if it has been paid directly to Subcontractor by Contractor. If such value 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 (5) days of 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 (10) 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 payments for work done hereunder
without regard to whether or not Owner shall have advanced 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 ofnon-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
circumstances shall be required) withhold any payment otherwise due under this contract to such extent as it deems proper on account
of (1) defective work, (2) claims filed or its reasonable belief that claims may be filed, (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 (5) 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 it 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 this agreement or otherwise due Subcontractor for any other work. Subcontractor shall within five (5) days of being requested to
do so by Contractor at any time and from time to time prior to the receipt of final payment hereunder, provide Contractor or such other
person designated by Contractor with a General Release of Liens in a form acceptable to Contractor signed by Subcontractor and all
other persons supplying materials, labor or work to Subcontractor. Subcontractor shall also provide Contractor and such other persons
as shall be designated by Contractor with General Release in form satisfactory to Contractor in exchange for the final payment. Such
General Releases and release of liens shall be provided by Subcontractor with respect to each separate structure or lot on which one or
more structures shall be erected with respect to which proportionate payment has been made hereunder.
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 circumstances 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 provisions 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, materiahnen and employees, and all persons acting through or under it,
them or any of them, covenants and agrees that 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 order or notice of intention
or 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 contracts and arrangements for extra work in and about the 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 waivers 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, an attachment, order, claim, 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 Subcontractor, Subcontractor shall bear all cost, damage, and expense by reason thereof
and obtain at its own. expense surety 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 and or a Release
of Liens in form satisfactory to Contractor executed by each of Subcontractor's own subcontractors and suppliers. Furthermore, if not
withstanding the foregoing an attachment, order or claim is filed against the premises, project, Contractor, or Owner or the monies due
or owing to Owner and/or Contractor arising out of or on account of the work performed and/or materials furnished directly or
indirectly by Subcontractor and/or Subcontractor's subcontractors or materialmen, such attachment, order or claim shall be subject and
subordinate in lien, payment and distribution to the mortgage held by Owner's Construction Lender, the liens thereof and all advances
and rights of the Lender thereunder and to any and all renewals, modifications, consolidations, replacements and extensions thereof.
(b) If at any time there shall be evidence of any lien or claim for which, if 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, satisfyin and makin
Subcontractor shall pay to Contractor all monies that Contractor may pay in good with in dischargingsatish mlaor~mlakm r damage.
such claim, lien and damage and all expenses incurred in connection therewith without regard to whether Contractog igsolegally
obligated so to discharge, satisfy or make good. As an additional and further remedy, the retained amounts of any progress payments
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 may be 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 Subcontractor to Contractor to terminate this contract at
any time thereafter and to accept the progress payments made to the date of termination as full payment hereunder and in discharge 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 subcontract 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 contract, the gross billed cost of the same may be deducted form 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 persons as shall be designated 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 and/or release of mechanics' liens and assumption of
liability. As between Contractor and Subcontractor, Subcontractor shall be responsible for all acts and omissions of its own
subcontractors.
32. All dates and time periods expressed in this contract or 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 subcontracts to the Subcontractor herein at any future time, on this or any other construction project which may be
undertaken 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 nor 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
generis 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 with 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.
37. 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 of 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, understandings, 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 a 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.
ARNEY BROTHERS INC RICHMAR BUILDERS, INC
(Name of Subcontractor) (Contractor)
CORPORATE ('
INDIVIDUAL By: ~ C ~ ~ B ~~
y ~i'~` ~----
SEAL Robert Arney, Pr 'de t Marc DeSouza, President
OF
SUBCONTRACTOR
Attest: Attest:
(Sec. Or Asst. Sec.) (Secretary)
CORPORATE
SEAL
OF
CONTRACTOR
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 site in Upper Allen Township, Cumberland County, Pennsylvania
2. The terms, conditions and prices set forth herein shall remain in effect for the entire term of the
construction. 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, LE.C.C.
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 atwenty-four (24) hour period.
5. Subcontractor's work will include any small items which are normally included in his phase of work.
6. A sum equal to ten percent (10%) of the total cost of each building shall be withheld for a period of sixty
(60) days after acceptance of the work by the contractor. Subcontractor shall separately invoice for this
amount.
7. The subcontractor will remove all excess materials and clean up debris as work progresses and shall be
responsible for the protection of his work.
8. 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.
9. 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 follows:
A. 1. Workmen's Compensation Statutory
Employer's Liability $500.000
2. Comprehensive General Bodily Injury Liability $1,000,000 per occurrence
Liability and aggregate, where applicable
3. Comprehensive General Property Damage $1,000,000 per occurrence and
Liability aggregate, where applicable
4. Automobile Bodily Injury $1,000,000 each person
Liability $1,000,000 each occurrence
5. Automobile Property $1,000,000 per occurrence
Damage Liability
Name of Subcontractor: Arney Brothers, Inc. ~ (,
Robert Arney, President
Name of Contractor: Richman Builders i-~~~~
Marc DeSouza, Presi nt
Date: December 7, 2012
Order No: BBP-Ol
Project: Bumble Bee Hollow
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.
B. The policies in items A, 2 & 3 above shall include coverage for:
l . 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:
Richman Builders, Inc. National Penn Bank
Upper Allen Township Bumble Bee Hollow Lmt.
Bumble Bee Hollow General, LLC
10. All local, state and federal taxes are included in the contract amount set forth in this contract. Permits
and inspections fees will be paid by the contractor not the subcontractors.
11. Subcontractor agrees that he has read and understands the drawings. All drawings are on file at the
Richman Builders Office, 6160G Springford Drive, Harrisburg, PA 17111, and copies are available
upon request. See Schedule "B".
12. Contractor reserves the right to award the work on a building by building basis, to award multiple
subcontracts and to award the work as Contractor deems necessary.
13. Invoices shall be submitted to the Harrisburg Richman Builders Office at 6160G Springford Drive,
Harrisburg PA 1711 1. All work must be completed prior to invoicing and submitted two days prior to
your assigned invoice dates. Any invoices received late will be moved to the next invoicing date for
processing and payment.
14. FIREWALL INTEGRITY: It is intent of the Contractor to construct housing which is totally safe and
free from any defect which could cause a fire or allow a fire to spread. It shall be the responsibility of
every subcontractor to take all reasonable, practical, sensible and extra precautions to attain the same
objectives. Specific attention is brought to the importance of any drywall/firewall penetrations which
shall be sealed according to the best standards of the trade, with the best products, with the best
installation standards and in accord with all applicable codes, regulations and manufacturers' sealing
product recommendations. All Subcontractors are specifically directed to immediately report any
problems whatsoever to the site Construction Manager if such problem relates, in anyway, to the
penetration, sealing or safety of a firewall.
Name of Subcontractor: Arney Brothers, Inc.
Ro ert Arney, resident
Name of Contractor: Richman Builders ~~
Marc DeSouza, Presi e
Date: December 7, 2012
Order No: BBP-O1
Project: Bumble Bee Hollow
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.
PROPOSAL N0.2101512C -Dated 12/7/12
Purposed to furnish materials and labor necessary for the completion of the site work for the new club/pool
house.
Topsoil will be placed in various spots on the job and stockpiled for future use. These amounts and locations
will be determined by Tom and HRG. These stockpiles will be built, pushed up and run in, at no cost to
Richmar Builders. The stockpile topsoil will spread on future lots for $5.05 per cubic yard. Not to include Lot
#34. Silt fence and E&S area extra.
The remaining topsoil will be placed out of the way and become the property of Arney Bros. Inc. The topsoil is
allowed to remain on site and loaded out at Arney Bros. Inc. convenience, within reason.
E&S
Silt sox 390' of 18" @ $5.17 per ft = $2,016.30
Silt sox 240' of 12" @ $3.03 per ft = $ 727,20
7 inlet protection devices@ $65.56 each = $ 458.92
Rock Construction Entrance = $ 500.00
Silt Fence 40' - 12" _ $ 75.00
$3,777.42
Site Prep
The site will be put to sub grade and compacted.
JD 700 25 x $95.00 = $2,375.00
Roller 10 x $80.00 = 800.00
$3,175.00
If there is extra dirt, or dirt is needed it will be dealt with on a Time and Material basis.
Install Storm Sewer
7 inlet 1 endwall with stilling basin (Monarch)
I-6 = $ 912.52
I-5 = $ 749.71
I-4 = $ 749.71
I-' _ $ 901.29
I-2 = $ 761.3 7
I-1 = $ 749.72
I-4A = $ 784.69
End wall with stilling basin = $ 2 122.12
Delivery $ 450.00
560' -15" ADS pipe (fagers)@$7.91 = $ 4,429.60
100' - 6" ADS pipe (fagers) @2.38 = $ 238.00
2-6" y's @ 24.28 each = $ 48.56
2-6" 45's @ $14.80 each = $ 29.60
2-6" fernco's @ $45.37 each = $ 90.74
2-6" caps @ $4.45 each = $ 8.90
2-6" female adpts @ $10.60 each = $ 21.20
Name of Subcontractor: Arney Brothers, Inc. ~@'
Robert Arney, Presiden
Name of Contractor: Richman Builders
Date: December 7, 2012
Order No: BBP-O1
Project: Bumble Bee Hollow
~r s
Marc DeSouza, President
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.
Installation &backfill
PC-200 40 Hrs.@ $140.00/hr = $ 5.600
00
Labor 65 Hrs. @ $37.00/hr = .
$ 2,405.00
WA 250 15 Hrs. @ $85.00/hr = $ 1 275.00
1 B 160 to@, $10.10/ton = $ 1,616.00
Concrete anchor for pipe = $ 632.00
Install Sanitary Sewer $24,575.73
364' - 6" sdr 35 (fagers)@$2.38 = $ 866
32
4 - 6" y's @, $27.13 each = .
$ 108.53
4 - 6" plugs @ $4.45 each = $ 17.80
4 - 6" female adpts @ $16.14 each = $ 64.56
8" - 6" saddle @ $36.73 =
$ 36.73
6 - 6" 45's @ $14.93 each = $ 89
58
Installation &backfill .
Mini X 30 Hrs. @ $56.00/hr = $ 1,680.00
Labor 40 Hrs. @ $37.00/hr = $ 1,480.00
Bobcat 10 Hrs. @ $56.00/hr = $ 560.00
1 B 40 to @ $10.10/ton = $ 404.00
$ 5,307.52
Install water using 4" plastic allowance $ 3
760
00
(This allowance can be used for 1 inch water, line ,
.
And the fire hydrant on Mill Road. Any extra money
Will be credited. If more money is needed it will be
An extra)
Dig and backfill for electric, comm.. $ 1
500
00
Finish grade, Topsoil, no seed ,
.
$ 1
000
00
Insta112 signs ,
.
$ 200
00
Prep & Backfill curb 860' @ $1.10/per ft .
$ 946
00
Install curb 860' @ $10.50/per ft .
$ 9
030
00
Install 2A stone 2935 sgyds cr,$6.75/ner yd, all paved areas ,
.
$19
811
25
Install binder 2409 sgyds(a~$10 25/per yd, street & court ,
.
$24
692
25
Install top 2769 sgyds(a~$7.00/per yd street, court, path ,
.
$19
383
00
Install top 167 sgydsna $17 00/per yd, sidewalk ,
.
$ 2
839
00
Line paint ,
.
$ 400.00
TOTAL $120,397.17
Name of Subcontractor: Arney Brothers, Inc.
Name of Contractor: Richman Builders
Date: December 7, 2012
Order No: BBP-O1
Project: Bumble Bee Hollow
l' " / ~ ~ P
Robert Arney, Presiden
~._~+~/
Marc DeSouza, Presi ent
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.
This proposal does not include:
Concrete flat work, sidewalk, building slab
Any stone work for concrete flat work
Digging footers, backfilling inside building
Drain that goes in pool deck
Basketball court hardware, hoops, poles, benches, etc.
Fence of any kind
Seeding, hydro seeding
Rock -Rock will be dealt with on a T&M basis
Layout, all layout by others
Permits, all permits by others
Digging and backfilling for the water on Mill Road
All utilities will be stubbed near building slab. They will be run into building T&M.
All ditches that cross paved areas will be backfilied with stone up to subgrade.
Name of Subcontractor: Arney Brothers, Inc. ~ ~~
Robert Arney, Preside
Name of Contractor: Richman Builders
Date: December 7, 2012
Order No: BBP-01
-s~7~,~
Marc DeSouza, Presi t
Project: Bumble Bee Hollow
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.
The Undersigned has made the certification on the
day of
2009.
Name of Subcontractor: Arney Brothers, Inc.
Name of Contractor: Richman Builders
Date: December 7, 2012
Order No: BBP-O1
Project: Bumble Bee Hollow
Robert~ey, Presiden
Marc DeSouza, President
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EXHIBIT 1
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.
RELEASE OF LIENS AND CLAIMS
From:
(The person or firm providing release)
To:
Project:
Owner:
Contractor:
(If same as person or firm providing release, state such)
Job No.
1. The undersigned does hereby release all Mechanic's Lien Rights, Miller Act Claims (40 USCA
270), Stop Notice Orders, Equitable Liens and Labor and Material Bond Rights resulting from
labor and/or materials, subcontractor work, equipment or other work, rent, services or
suppliers hereto for furnished in and for the construction, design, improvement, alteration,
additions to, or repair of, the above-described project.
2. This release is given for, and in consideration upon receipt of, the undersigned's most recent
requisition for services and/or materials provided, bearing a date of
3. It is further warranted and represented that all such monies owed to the undersigned, or the
undersigned's subcontractor and/or materials suppliers, if applicable, have been paid or that
arrangements, satisfactory to the Owner and Contractor, if applicable, have been made for such
payments.
4. It is acknowledged that this release is for the benefit of, and may be relied upon, the Owner, the
Contractor (to the extent applicable), the construction lender and the principal and surety on
any labor and material bond for the project.
5. In addition to the foregoing, this instrument shall constitute a partial release of all rights, claims
and demands of the undersigned against the Contractor (to the extent applicable) and the
Owner arising out of, or pertaining to, the above-referenced project. Specifically, all rights and
claims on the project are release up to, and including, those that may have accrued through
6. By executing this partial release, the individual executing the same hereby agrees to personally
indemnify and hold the Owner, Contractor (to the extent applicable), construction lender and
the principal and surety on any labor and material bonds for the project harmless should any of
the information to which he has sworn in the preceding paragraph be false, including, but not
limited to, the representation that the undersigned has been paid, or that arrangements
satisfactory to the Owner and Contractor, if applicable, have been made, for such payments.
Firm:
(Name of Person or Firm Giving
Release)
By:
Notary Public
Name of Subcontractor: Arney Brothers, Inc.
Name of Contractor: Richmar Builders
Date: December 7, 2012
Title:
Robert Arney, President
~~%~ --
Marc DeSouza, President
Order No: BBP-Ol
Project: Bumble Bee Hollow
EXHIBIT 1
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.
FINAL RELEASE OF LIENS AND CLAIMS
From:
(The person or firm providing release)
To:
Project:
Owner:
Contractor:
(If same as person or firm providing release, state such)
Job No.
1. The undersigned does hereby release all Mechanic's Lien Rights, Miller Act Claims (40 USCA 270), Stop Notice
Orders, Equitable Liens and Labor and Material Bond Rights resulting from labor and/or materials,
subcontractor work, equipment or other work, rent, services or suppliers hereto for furnished in and for the
construction, design, improvement, alteration, additions to, or repair of, the above-described project.
2. This release is given for, and in consideration upon receipt of, the undersigned's most recent requisition for
services and/or materials provided, bearing a date of
3. It is further warranted and represented that all such monies owed to the undersigned, or the undersigned's
subcontractor and/or materials suppliers, if applicable, have been paid or that arrangements, satisfactory to the
Owner and Contractor, if applicable, have been made for such payments.
4. It is acknowledged that this release is for the benefit of, and may be relied upon, the Owner, the Contractor (to
the extent applicable), the construction lender and the principal and surety on any labor and material bond for
the project.
5. In addition to the foregoing, this instrument shall constitute a final release of all rights, claims and demands of
the undersigned against the Contractor (to the extent applicable) and the Owner arising out of, or pertaining to,
the above-referenced project.
6. By executing this final release, the individual executing the same hereby agrees to personally indemnify and
hold the Owner, Contractor (to the extent applicable), construction lender and the principal and surety on any
labor and material bonds for the project harmless should any of the information to which he has sworn in the
preceding paragraph be false, including, but not limited to, the representation that the undersigned has been
paid, or that arrangements satisfactory to the Owner and Contractor, if applicable, have been made, for such
payments.
Firm:
By:
Title:
Notary Public
Name of Subcontractor:
(Name of Person or Firm Giving Release)
Arney Brothers, Inc.
Robert Arney, President
Name of Contractor: Richmar Builders
Date: December 7, 2012
arc DeSouza, Presiden
Order No: BBP-Ol
Project: Bumble Bee Hollow