HomeMy WebLinkAbout95-01012
SHERIFF'S RETURN
CASE NO: 1995-01012 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
CCI CONSTRUCTION COMPANY
VS.
NATIONAL EARTHMOVERS INC ET AL
R. Thomas Kline
to law, says, that he made
named defendant, to wit:
. Sheriff, who being duly sworn according
diligent search and inquiry for the within
NATIONAL EARTHMOVERS INC
On April
3rd, 1995
Them in h:!.s bailiwick. He therefore
MONTGOMERY County, Pennsylvania.
COMPLAINT
, this office was in receipt of
MONTGOMERY County, Pennsylvania.
but was unable to locate
deputized the sheriff of
to serve the within
the attached return from
Sheriff's Costs:
Docketing
Out of County
Surcharge
MONTGOMERY COUNTY
18.00
9.00
2.00
36.00
665.00 MICHAEL WINFIELD
04/03/1995
So answers:-
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R. Thomas Kline, Sher1%%
Sworn and subscribed to before me
this /0 t!- day of ot,;1
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National Eartt:movers, Inc..'
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Raymond P. Gr?vinese
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95-1012 Civil Term
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CCI CONSTRUCTION COMPANY,
Plaintiff
.
.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COU~Y PENNSYLVANIA
NO. f5-/t?/';>1*~ ~t,.,
POWELL, TRACHTMAN, LOGAN, CARRLE & BOWMAN, P.C.
BY' c. GRAINGER BOWMAN, ESQUIRE
ATTORNEY I,D, NO, 15706
MICHAEL W. WINFIELD, ESQUIRE
ATTORNEY 1.0, NO, 72680
114 NORTH SECOND STREET
HARRISBURG, PA 17101
(717) 238-9300
ATTORNEYS FOR PLAINTIFF
v.
.
.
NATIONAL EARTHMOVERS, INC.,
.
.
and
.
.
RAYMOND P. GRAVINESE
Defendants.
:
.
.
NOTICE
i~u have been sued in court, If vou wish to defend aaainst
the c ims set forth in the followina oaaes. vou must take action
W~;hi~ t~~nt~ (;~~ davs after this comolaint and notice are
s ve. e te a a written aooearance oersonallv or by
~~~or~!v and fi~ina in writina with the court vour defenses or
ect ons to t e claims set forth acainst vou, You are warned
th~t if vou fail to do so the case mav proceed without YOU and a
~udament mav be entered aaainst vou bv the court without further
~o;ice for anv monev claimed in the complaint or for any other
1 im or relief reauested bv the plaintiff. You may lose money
or propertv or other riahts important to you.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE, IF YOU
DO NOT HAVE A ~WYE~ OR CANNOT AFFORD ONE. GO TO OR TELEPHONE THE
QFF~gE ~ET FORTtl BE~OW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Court Administrator
cumberland County Courthouse
4th Floor
1 Courthouse square
Carlisle, PA 17013-3387
(717) 240-6200
NOTICIA
Le ban demandado a usted en la corte. si usted quiere
defenderse de estas demandas expuestas en las paginas siguientes,
usted tiene viente (20) dias de plazo al partir de la fecha de la
demanda y la notificacion. Usted debe presentar una apariencia
escrita 0 en persona 0 por abogado y archivar en la corte en
forma escrita sus defensas 0 sus objeciones alas demandas en
contra de su persona. Sea avisado que si usted no se defiende,
1a corte tomara medidas y puede entrar una oraden contra usted
sin previo aviso notificacion y por cualquier queja 0 alivio que
es pedido en la peticion de demanda. Usted puede perder dinero 0
sus propiedades 0 ostros derechos importantes para usted,
LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENE
ABODAGO 0 SI NO TIENE EL DINERO SOFICIENTE DE PAGAR TAL SERVICIO,
VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DIRECCION
SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUAR DONDE SO PUEDE
CONSEGUIR ASISTENCIA LEGAL.
Court Administrator
Cumberland County Courthouse
4th Floor
1 Courthouse square
Carlisle, PA 17013-3387
(717) 240-6200
POWELL, TRACHTMAN, LOGAN
CARRLE & BOWMAN
By J;~/fl!J
C. Gra nger Bowm n
1.0. #15706
Michael W, Winfl
1.D. #72680
114 North Second Street
Harrisburg, PA 17101
(717) 23B-9300
POWELL, TRACHTMAN, LOOAN, CARRLB .. BOWMAN, P.C.
BY' C. GRAINGBR BOWMAN, BSQUIRE
ATTORNBY I.D. NO. 15706
KICHABL W. WINFIBLD, BSQUIRE
ATTORNBY I.D. NO. 72680
114 NORTH SBCOND STREBT
HARRISBURG, PA 17101
(717) 238-9300
ATTORNBYS FOR PLAINTIFF
CCI CONSTRUCTION COMPANY,
plaintiff
.
.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY PENNSYLVANIA
9.~- INdJ (~~.Jd.t.f'"
NO. - 1995
v.
.
.
.
.
.
.
.
.
.
.
NATIONAL EARTHMOVERS, INC.,
:
and
.
.
.
.
RAYMOND P. GRAVINESE
Defendants.
.
.
.
.
COMPLAINT
1. Plaintiff, CCI Construction co., Inc. ("CCI"), is a
Pennsylvania corporation, organized and existing under the laws
of the Commonwealth of Pennsylvania, with a place of business
located at 4720 Old Gettysburg Road, Mechanicsburg, PA 17055.
2. Defendant National Earthmovers, Inc. ("NEM"), upon
information and belief, is a corporation or like business entity
with a principal place of business located at 191 Penllyn Pike,
Blue Bell, PA 19422.
3. Defendant Raymond P. Gravinese ("Gravinese") is an
adult individual, whose residential add~ess is currently unknown
and, upon information and belief, is Vice President of Defendant
National Earthmovers, Inc. Accordingly, Defendant Gravinese's
business address is 191 Penllyn pike, Blue Bell, PA 19422.
4. Plaintiff CCI is in the business of providing general
construction contracting aervices for, inter AliA, commercial,
industrial and institutional construction.
5. Defendants NEM and Gravinese are in the business of
providing earthwork and related services as a subcontractor to
general construction contractors.
6. On May 10, 1994, CCI was awarded the general contract
for the construction of the Living Learning Center at Lincoln
University in Chester County, Pennsylvania by the Department of
General Services, Project No. DGS-1102-22 (0-1) (hereinafter lithe
project").
7. On June 10, 1994, CCI notified NEM that it was awarded
a subcontract for the performance of all Earthwork, Site
Clearing, Drains, and Storm Sewer work for the Project.
8. On June 16, 1994, the parties executed a Subcontract
for Building Construction ("Subcontract"), which was signed by
Defendant Raymond P. Gravinese on behalf of Defendant NEM, a true
and correct copy of the relevant portions of which is attached
hereto as Exhibit "A" and incorporated herein by reference.
9. Pursuant to the Subcontract, NEM was to furnish all
supervision, labor, material, tools, equipment and all related
incidentals, as needed and/or required to furnish, install and
complete the installation of the Earthwork, site Clearing,
Drains, and Storm Sewer work in accordance with the Contract
Documents and Specifications, as set forth in Article 2 (Scope of
Work) and identified in Article 16 (Special Provisions),
2
.
.
paragraphs 16.2 (Scope of Work) and 16.5 (Contract Documents) of
the Subcontract Agreement. The Contract Documents and
Specifications are too voluminous to attach hereto, but upon
information and belief, are available to both parties.
10. On July 31, 1994, NEM began performing under the
Subcontract at the Lincoln university Project Site.
11. During the period of time the Subcontract was in
effect, NEM committed numerous violations of the Subcontract
Agreement, including but not limited to the following:
a. NEM continuously failed to maintain an adequate
supply of properly skilled workers, equipment and
materials at the work site in violation of
Articles 9 and 10 of the Subcontract;
b. NEM failed to timely provide CCI with all
applicable Material Safety Data Sheets (MSDS) in
violation of Article 16 of the Subcontract;
c. NEM failed to perform its work in accordance with
the contract documents in violation of Articles 8
and 9 of the Subcontract;
d. NEM failed to maintain the Schedule of Work as
required by, and in violation of, Article 3 of the
Subcontract;
e. NEM failed to keep the Project site free from
debris and unsafe conditions resulting from its
work in violation of Article 8 of the Subcontract;
f. NEM repeatedly failed to provide CCI with joint
check agreements for all sUb-subcontractors and
material suppliers for the Project, as required by
the contract documents;
g. NEM failed to provide, after numerous requests, a
detailed Schedule of Values outlining each major
task of work for the Project listing the
approximate material, equipment and labor
breakdowns per task of work as required by the
contract documents;
3
h. NEM failed to maintain proper insurance coverage
in accordance with Article 13 of the Subcontract
for the duration of the Subcontract.
12. By August 15, 1994, NEM was behind schedule in the
completion of the work as set forth in the contract documents.
By way of example only, NEM had failed to:
a. complete the installation of the silt fence by
August 1, 1994;
b. complete demolition, including tree removal, and
removal of all debris by August 4, 1994;
c. complete the stripping of the topsoil by August 4,
1994;
d. complete site grading by August 4, 1994;
e. begin construction of the exterior footings by
July 25, 1994.
13. On August 15, 1994, CCI issued a Notice to Cure to NEM
for the Subcontract violations set forth in paragraph 11 above.
A true and correct copy of said Notice is attached hereto as
Exhibit "B" and incorporated herein by reference.
14. NEM failed to commence and/or continue the satisfactory
correction of all Subcontract violations as set forth in CCI's
August 15, 1994 Notice.
15. On October 3, 1994, CCI issued a second Notice to Cure
to NEM for violations of Articles 3, 8 and 9 of the Subcontract
Agreement in that NEM was failing to perform the work in
accordance with the contract documents; failing to maintain an
adequate supply of properly skilled workers, equipment and
materials; and failing to maintain the Schedule of Work. A true
4
"
and correct copy of said Notice is attached hereto as Exhibit "c"
and incorporated herein by reference.
16. NEM failed to commence and/or continue satisfactory
correction of the defects in its performance of the Subcontract
as set forth in CCI's October 3, 1994 Notice to Cure.
17. On November 2, 1994, CCI notified NEM that NEM was in
violation of Articles 3 and 9 of the Subcontract in that NEM was
failing to perform the work in accordance with the contract
documents; failing to supply properly skilled workers, equipment
and materials; and failing to maintain the Schedule of Work. CCI
further notified NEM that pursuant to paragraph 10.1.1 of the
Subcontract Agreement, CCI would supplement NEM crews and
backcharge NEM's account for all costs incurred therefrom. A
true and correct copy of CCI's Notice is attached hereto as
Exhibit "D" and incorporated herein by reference.
18. On November 7, 1994, as NEM was still in violation of
the Subcontract Agreement, CCI issued, via certified mail, an
official Notice of Termination in accordance with Article 10,
paragraph 10.1.2 of the Subcontract Agreement. Acceptance of
said Notice was refused upon delivery by the U.S. Postal Service.
19. On November 14, 1994, CCI reissued, via regular U.S.
mail, a Notice of Termination in accordance with Article 10,
paragraph 10.1.2 of the Subcontract Agreement. A true and
correct copy of said Notice of Termination is attached hereto as
Exhibit "E" and incorporated herein by reference.
5
'.
20. NEM failed to take any actions, subsequent to receiving
the above-referenced Notice of Termination, to correct any of the
defaults addressed by CCI.
21. As a result of NEM's failure to cure, CCI, by letter,
terminated NEM's Subcontract on November 23, 1994. A true and
correct copy of CCI's Termination letter is attached hereto as
Exhibit "F" and incorporated herein by reference.
22. Pursuant to Article 10, paragraph 10.1.2 of the
Subcontract, CCI employed replacement subcontractors to perform
the work NEM was to perform under the Subcontract Agreement.
23. As a direct and proximate result of NEM's actions as
set forth herein, CCI has incurred additional costs including
reasonable overhead, profit and attorneys fees, for which NEM is
liable.
24. NEM's actions as set forth herein constitute a material
breach of the Subcontract Agreement between the parties.
25. As a result of NEM's material breach of the Subcontract
Agreement, CCI has been damaged in the amount of $406,080 plus
interest.
26. Defendant Raymond P. Gravinese, as signatory of the
Subcontract Agreement, is personally and jointly and severally
liable, along with NEM, for NEM's breach of the Subcontract
Agreement.
6
'.
WHEREFORE, CCI demands judgment, jointly and severally,
against NEM and Raymond P. Gravinese in an amount of $406,080
plus interest and costs permitted by the Subcontract, including
reasonable overhead, profits and attorneys fees.
POWELL, TRACHTMAN, LOGAN
CARRLE & BOWMAN
Date: z../Z7 (qS
By -vtiil. ~ /J tJ
C. ra nger Bowman
I. . #15706
Michael W. Winfield
I.D. #72680
114 North Second street
Harrisburg, PA 17101
(717) 238-9300
Attorneys for Plaintiff
7
'.
VBRII'ICATION
I verify that the statements made in the foregoing document
are true and correct to the best of my knowledge, information and
belief. I understand that any false statements made herein are
subject to the penalties of 18 Pa.C.S. 54904 relating to unsworn
falsification to authorities.
,..
, ,>
...
~~
Shane A. M ller,
Senior Vice President,
CCI construction Company
Date:
..
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THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA
LIVING - LEARNING CENTER. LINCOLN UNIVERSITY
SUBCONTRACT FOR
BUILDING CONSTRUCTION
TABLE OF ARTICLES
_.-
1. AGREEMENT
2. SCOPE OF WORK
3. SCHEDULE OF WORK
4. CONTRACT PRICE
5. PAYMENT
6. CHANGES, CLAIMS AND DELAYS
7. CONTRACTOR'S OBLIGATIONS
8. SUBCONTRACTOR'S OBLIGATIONS
9. SUBCONTRACT PROVISIONS
10. RECOURSE BY CONTRACTOR
11, LABOR RELATIONS
12. INDEMNIFICATION
13. INSURANCE
14. ARBITRATION
15. CONTRACT INTERPRETATION
16. SPECIAL PROVISIONS
PROJECT NO. 304
02200-6
PHASE CODE
National
Earthmovers. Inc.
SUBCONTRACTOR
Earthwork. Site
Clearinq.
Foundation
Drains & Storm
Sewer
TYPE OF WORI<
{2l51 643-7315
PHONE NUMBER
This Agreement has Important logal and Insurance consequencos. Consultation with an attorney and Insurance consultant Is en.
couraged with respect to Its complellon or modlllcallon end particularly when used with other than AlA A201, Genera' Condlllons
01 the Contract lor Construction, 1987 edition, ~
AGC DOCUMENT NO. 800 . SUBCONTRACT FOR BUILDING CONSTRUCTION
lD 1990, The Associated General Contractors 01 America ~ <--- 7 II '. '-J:l,. G,/2~ctt./
itials/D te Initials/Date \~
~ : \
on..
,
TABLE OF CONTENTS
AHTln!: I
ARTICLE 9.Subconlract f1ro\"j"ions
9.1 layout Responsibihl)' and le\'el!lo
9.2 Workmanship
9.3 Materials Furnished b)' 01hNl
9.4 Substitution.
9.5 Use or Contrador's Equipment
9.6 Conlnet Bond Review
9.7 Owner Ability to Pay
9,8 Privity
9.9 Subcontract Bond
9.10 Warranty
ARTICLE lO-Recourae by Contraclor
10.1 Fail..e 01 Performance
10,)'\ Notice to Cure
10,1.2 Termination by Contractor
10.1,3 U.e 01 Subcontractor'. Equip"",nt
10.2 Bankruptcy
10.2.1 Termination Ab,ent Cure
10.2.2 Interim Remedie.
10.3 Suspension by Owner
10.4 Termination by Owner
10.5 Contingent Assignment of SUbcOnIU(1
10.6 Suspension by Conlfaclor
10.1 Wronlful Exercise
ARTICLE 1l.Labor Relation.
ARTICLE 12,Indemnlllcallon
12.1 Subcontnclor', Perlormance
12.2 No Umitation Upon Liability
12.3 Architect Exclusion
12.4 Compliance with Laws
12,5 Patenl.
ARTICLE 13,Inluranee
13.1 Subcontnclorts Insurance
13,2 Minimum Limit. or Liability
13.3 Number or Policie.
13.4 Cancellation. Renewal or Mocbficauon
13,5 Waiver of Riaht.
13.6 Endonement
ARTICLE 14,Arbl"atlon
14.1 Agreement to Arbitrate
14.2 Exceptions
14.3 Initial Dispute Resolution
14.4 Notice of Demand
14.5 Award
14.6 Work Continuation and Payment
14.7 No Limitation of Rights or Remedies
14.8 Same Arbitraton
ARTICLE IS.Contraet Interpretation
15.1 Inconsistencies and Ominions
15.2 Law and Efrect
15.3 Severability and Wainr
15.4 Anomey', Fees
15,5 Tille.
15.6 Entire Agreement
ARTICLE 16-Speclal P,o\'I.lons
16.1 Precedence
16.2 Scope 01 Work
16.3 Common Temporal)' Services
16.4 Other Special Pro\'isions
16.5 Contract Documt'nts
AHTl.'l'l1ll'fll
AHTICl.E 2.Seope or Work
2.1 Subcontractor's Work
~.2 Conlract Documents
2.:J C onOlcts
AHTlCl.E 3.Schedule of Work
3.1 TIme is or Elseote
3.2 DUly to be Bound
3.3 Schedule Chanae.
3.4 Priority 01 Work
ARTICLE 4.Contraet P,lee
ARTICLE 5.Payment
5.1 General Provisions
5,1.1 Schedule of Value.
5.1.2 Architect Verification
5,1.3 Pa)'ment Use Restriction
5.1.4 Pa)'ment Use Verification
5.1.5 Panial Lien Waiven and Mfidavits
5,1.6 Subcontractor Payment FaUure
~.I. 7 Subcontractor Allipment of Payments
5, 1.8 Payment Not Acceptance
--S.'2 Proeress Payment
5.2,1 Applicalion
5.2.2 Reotlinage/Setunly
5.2.3 Time or Application
5,2.4 Stored Material.
5.2.5 TIme of Payment
5.2.6 Payment Delay
5.3 Final Pay"",nl.
5,3.1 Application
5,3.2 Requirements
5,3.3 Time of Payment
5.3,4 FlRal Pay"",nt Delay
5.4 Lale Payment Interest
ARTICLE 6.Chan.e., Claim. and Delay.
6, I Chan.e.
6,2 Claims Relalin. 10 Owner
6.3 Claims Relating to Contractor
6.4 Adjustment in Contnct Price
6.5 Substantiation of Adjustment
6.6 Delay
6.7 Liquidated Damages
ARTICLE 7.Con"aetor'. Obll.atlon.
7.1 Contnet Documents
7.2 Authorited Representative
7.3 Storaae Application.
7.4 Timely Commw1ications
7.5 Non.Contncled Services
ARTICLE 8,Subeontraetor'. Obll.atlon.
8.1 Ob~ptions Derivative
8.2 Responsibilities
8.3 Shop Drawlnp
8.4 Temporary Services
8,5 Coordination
8.6 Authorized Representative
8.7 Proviston for tnipe-ction
8.8 Clt'anup
8,9 Safety
8.10 Protection of the Work
8.11 Permils, Fees and Licenses
8.12 Subcontractor Assignmenl of Work
8.13 Non.Contracted Servtces
8.14 Material. Sorely
AGC DOCUMENT NO. 600 . SUBCONTRACT FOR BUILDING CONSTRUCTION
() 1990, The Associated Genoral Contractors 0' America
T1c. , /'I/q '/
In'itials/Date
..:..e. (ft /2.3.0.4
Initials/Date
ARTICLE 2
SCOPE OF WORK
2.1 SUBCONTRACTOR'S WORK. The Contractor contracts
with the Subcontractor as an independent contractor. to
perform the work described in Article 16, The Subcontrac.
tor shall perform such work (hereinafter called the "Sub.
contractor's Work") under the general direction 01 the Con.
tractor and in accordance with this Agreement and the
Contract Documents.
2,2 CONTRACT DOCUMENTS, The Conlract Documents
which are binding on the Subcontractor are as set forth
in Paragraph 16.5. Upon the Subcontractor's request the
Contrector shell furnish a copy of any part of these
documents. Nothing In the Contract Documents shall be
construed to create a contractual relationship between
persons or entities other than the Contractor and
Subcontractor.
2,3 CONFLICTS. In the event 01 a conti let between this
Agreement and the Contract Documents, this Agreement
shall govern,
-'
ARTICLE 3
SCHEDULE OF WORK
3,1 TIME IS OF ESSENCE. Time Is of the essence lor both
parties, and they mutually agree to see to the performance
of their respective work and the work 01 their subcontrac.
tors so that the entire Project may be completed in accor.
dance wllh the Contract Documents and the Schedule of
Work. The Contractor shall prepare the Schedule of Work
and revise such schedule as the Work progresses,
3.2 DUTY TO BE BOUND. Both the Contractor and the Sub.
contractor shall be bound by the Schedule 01 Work, The
Subcontractor shall provide the Contractor with any reo
quested scheduling In lor mati on for the Subcontractor's
Work. The Schedule of Work and all subsequent changes
thereto shall be submllted to the Subcontractor in advance
01 the required performance.
3.3 SCHEDULE CHANGES, The Subcontractor recognizes
that changes will be made In the Schedule of Work and
agrees to comply with such changes.
3.4 PRIORITY OF WORK. The Contractor shall have the right
to decide the time, order and priority in which the various
portions of the Work shall be perlormed and all other mat-
ters rei alive to the timely and orderly conduct 01 the Sub-
contractor's WOLk. The Subcontractor shall commence lis
work within 5 days of notice to proceed Irom the
Contractor and If such work Is interrupted for any reason
the Subcontractor shall resume such work wllhln two
working days Irom the Contractor's notice to do so.
ARTICLE 4
CONTRACT PRICE
The Contractor agrees to pay to the Subconlractor lor the
satlslactory performance of the Subcontractor's Work the
amount stated In Article 1 subject to addlllons or deduc,
tlons pcr Article 6.
ARTICLE 5
PAYMENT
5.1 GENERAL PROVISIONS
5.1.1 SCHEDULE OF VALUES. The Subconlractor shall pro.
vide a schedule of values satisfactory to Ihe Contractor
and the Owner no more than fllleen (15) days Irom the date
of execution of this Agreement.
5.1.2 ARCHITECT VERIFICATION. Upon request the Contrac,
tor shall give the Subcontractor wrltlen authorization to
oblaln directly from the Architect the percentage of com,
pletlon certllled for the Subcontractor's Work.
5,1,3 PAYMENT USE RESTRICTION, Payment received by the
Subcontractor shall be used to satlsly the Indebtedness
owed by the Subcontractor to any person furnishing labor
or materials for use in performing the Subcontractor's
work on this project before It Is used In any other manner.
5.1,4 PAYMENT USE VERIFICATION. The Contractor shall
have the rlghl at all times to contact the Subcontractor's
subcontractors and suppliers to ensure that the same are
being paid promptly by the Subcontractor for labor or
materials furnished for use In performing the Subconlrac,
tor's Work.
5.1.5 PARTIAL LIEN WAIVERS AND AFFIDAVITS, As a prere'
quislte for payment, the Subcontractor shall provide. in
a form satisfactory to the Owner and the Contractor, par.
tlalllen or claim waivers and alfldavlls from the Subcon.
tractor, and Its subcontractors and suppliers for the com,
pleted Subcontractor's Work. Such waivers may be made
conditional upon payment.
5,1,6 SUBCONTRACTOR PAYMENT FAILURE. Upon payment
by the Contractor, Subcontractor shall promptly pay Its
lower,tler subcontractors and material suppliers the
amounts to which they are entitled. In the event the Con-
tractor has reason to believe that labor, material or other
obligations Incurred in the performance of the Subcontrac.
tor's Work are not being paid, the Contractor may give wrll-
ten notice 01 such claim or lien to the Subcontractor and
may take any steps deemed necessary 10 assure that pro-
gress payments are utilized to pay such obligations In-
cluding but not limited to the Issuance of Joint checks. If
upon receipt of said notice, the Subcontractor does not
(a) supply evidence to the satisfaction of the Contractor
that the moneys owing to the clalmant(s) have been paid;
or (b) post a bond Indemnifying the Owner, the Contrac.
tor. and the Contractor's surely, If any. and the premises
Irom such claim or lien; then the Contractor shall have the
right to withhold from any payments due or to become due
to the Subcontractor a reasonable amount to protect the
Contractor Irom any and all loss, damage or expense In-
cluding allorney's lees arising out of or relating to any
such claim or lien until the claim or lien has been satisfied
by Ihe Subcontractor.
5.1,7 SUBCONTRACTOR ASSIGNMENT OF PAYMENTS. The
Subcontractor shall not assign any moneys due or to
become due under this Contract, or under any Change
Order thereto, without the written consent 01 Contractor,
unless such assignment is Intended 10 craate a new securl,
ty Inlerest within the scope of Article 9 01 the Uniform Com.
4
AGC OOCUMENT NO. soo . SUBCONTRACT FOR BUILDING CONSTRUCTION
@ 1990. The Associated General Contractors of America ....,.. F l... I J' ~.
In tials/Date
~ c,.-Z-""4
Initials/Date
merclal Code. Should Subcontractor assign all or any part
01 any moneys due or to become due under this Contract,
to create a new security IntArest or lor any other purpose,
the instrument 01 assignment shall contain a clause to the
ellect that the assignee's right In and to any money due
or to becofTIe due to the Subcontractor shall be subject
to the claims 01 all persons, IIrms an.! corporations lor ser.
v,ces rendered or materials supplied lor the pertormance
01 Ihe Work under this Subcontract and a'll' Change
Orders.
5.1.8 PAYMENT NOT ACCEPTANCE. Payment to the Sub.
contractor does not constitute or Imply acceptance 01 any
porllon of the Subcontractor's Work.
5.2 PROGRESS PAYMENTS
5.2.1 APPLICATION. Subcontractor's appllcallon for !lay.
ment shall be itemized and supported by substantiallng
data as required In the Contract Documents lor the Con.
tractor's payment appllcallon. Subcontractor's application
shall be notarized I! required. Subcontract payment ap.
plicallons may Include payment requests on account of
properly authorized Construcllon Change Dlrecllves. The
Subcontractor's progress payment appllcallon for work
'perlormed In the preceding payment period shall be sub.
mltted to the Contractor per the terms of this Agreement
and specifically Subparagraphs 5.1.1, 5,2,2, 5.2.3, end 5,2.4
for approval 01 the COl\lraclllrisnd
Owner~rcn t:ect:
The Contractor shalllorward, without delay, the approv.
ed value to the Owner lor payment.
5.2.2 RETAINAGElSECURITY. The rate 01 retalnage shall be
equal to the percentage retained Irom the Contractor's
payment by the Owner lor the Subcontractor's Work pro.
vlded the Subcontractor furnishes a bond or other securl.
ty to the sallsfacllon 01 the Contractor.
If the Subcontractor has furnished such bond or securl.
ty, Its work Is sallsfactory and the Contract Documents
provide for reducllon of retalnage at a specllled percen.
tage of complellon, the Subcontractor's retalnage shall
also be reduced when the Subcontractor's Work has at,
talned the same percentage of complellon and the Con.
tractor's retalnage for the Subcontractor's Work has been
so reduced by the Owner. However I! the Subcontractor
does not provide s'g=h bond or security, the rate of reo
talnage shall be %.
5.2.3 TIME OF APPLICATION, The Subcontractor shall sub.
mlt progress payment applfcatlons to the Contractor no
later than the 25th day of each payment periOd for
work performed up to and Including the LillOt day of
the payment period Indlcallng work completed and, to the
extent allowed under Subparagraph 5,2.4, materials
suitably stored during the preceding payment period.
5.2,4 STORED MATERIALS. Unless otherwise provided In
the Contract Documents. and I! approved In advance by
the Owner, appllcallons for payment may Include
materials and equipment not Incorporated In the Subcon,
tractor's Work but delivered to and suitably stored at the
site or at some other tocallon agreed upon In wrlllng. Ap.
proval of payment appllcallons for such stored Items on
or ol! the site shall be condilloned upon submission by
the Subcontractor of bills of sale and applicable Insurance
or such other procedures sallsfactory to the Owner and
Contractor to establish the Owner's 1I11e to such materials
and equipment or otherwise protect the Owner's and Con.
tractor's Interest therein, Including transportallon to the
silo
5.2,5 TIME OF PAYMENT. Progress payments to the Sub.
contractor for satisfactory performance of the Subcontrac,
tor's Work shall be made no later than seven (7) days after
receipt by the Contractor of payment from the Owner for
the Subcontractor's Work.
5,2.6 PAYMENT DELAY. I! for any reason not the fault 01
the Subcontractor, the Subcontractor does not receive a
progress payment from the Contractor within seven (7)
days aller the date such payment is due, as dell 'led In Sub.
paragraph 5,2.5, then the Subcontractor, upon giving an
additional seven (7) days written n"tice to the Contractor,
and without prejudice to and In addlllon to any other legal
remedies, may stop work until payment of the full amount
owing to the Subcontractor has been received. To the ex.
tent obtained by the Contractor under the Contract
Documents, the contract price shall be Increased by the
amount 01 the Subcontractor's reasonable cost of shut.
down, delay, and start.up, which shalt be ellected by ap.
proprlate Change Order.
I! the Subcontractor's Work has been stopped lor thir.
ty (30) days because the Subcontractor has not received
progress payments as required hereunder, the Subcontrac.
tor may terminate this Agreement upon glvl.,g the Con.
tractor an addlllonal seven (7) days written nOllce,
5,3 FtNAL PAYMENT
5.3.1 APPLICATION. Upon acceptance of the Subcontrac.
tor's Work by the Owner the Contractor, and if necessary,
tho Architect; and upon the Subcontractor furnishing
evidence of fulfillment 01 the Subcontractor's obligations
In accordance with the Contract Documents and Sub,
paragraph 5,3,2, the Contractor shalllorward the Subcon,
tractor's appllcallon lor tinal payment without delay,
5.3.2 REOUIREMENTS. Before the Contractor shall be reo
qulred to forward the Subcontractor's appllcallon for final
payment to the Owner. the Subcontractor shall submit to
the Contractor:
(a) an affidavit that all payrolls, bills for materials and
equipment, and other indebtedness connected with
the Subcontractor's Work for which the Owner or Its
property or the Contractor or the Contractor's sure.
ty might In any way be liable, have been paid or other.
wise salls fled;
(b) consent of surety to tinal payment, I! required;
lc) sallsfacllon of required closeout procedures;
(d) cerllflcallon that Insurance required by the Contract
Documents to remain In elleet beyond final payment
pursuant to Paragraph 13.4 Is In effect and will not
be cancelled or allowed to expire without at least
thirty (30) days' written no lice to the Contractor
unless a longer period Is sllpulated In the Contract;
and
(e) other data I! required by the Contractor or Owner,
such as receipts, releases, and waivers of liens to
the extent and In such form as may be designated
by the Contractor or Owner. Final payment shall con.
slit ute a waiver of all claims by the Subcontractor
relallng to the Subcontractor's Work, but shall In no
way relieve the Subcontractor 01 liability for the
5
AGC DOCUMENT NO. 600 . SUBCONTRACT FOR BUILDING CONSTRUCI (,
€> 1990. The Associated General ContraclOfs of America ~ ,
I itials/Date
~ G- - 2'3-'1<1
Initials/Date
obligations assumed under Paragraph 9.10, or lor
faully or defecllve work appearing aller lonal
payment.
5,3.3 TIME OF PAYMENT. Final payment 01 the balance due
of the Conlract Price shall ba made 10 the Subconlraclor:
(a) upon receipt 01 Ihe Owner's waiver 01 all cla.ms
relaled to the Subcontractor"s Work excepl lor
unsellled liens, unknown delective work, and non.
compliance wllh the Confracl Documenls or warran.
ties; and
(b) wllhln seven (7) days aller recelpl by Ihe Conlraclor
of final payment Irom the Owner for such Subcon,
tractor's Work.
5.3.4 FINAL PAYMENT DELAY. II the Owner or ils
designated agent does not Issue a certificate for Final Pay,
ment or the Contractor does not receive such paymenl for
any cause which Is not the fault of the Subcontractor, the
Contractor shall promplly Inform the Subcontractor In
wrlllng. The Contractor shall also diligently pursue, wllh
Ihe assistance of the Subcontractor. the prompt release
by the Owner of the IInal payment due for the Subcontrac.
tor's Work. Attha Subcontractor's request and expense,
to the extent agreed upon In wrlllng, the Contractor shall
inslltute reasonable lagal remedies to mlllgate the
damages and pursue payment of the Subcontractor's final
payment Including Interest thereon,
5.4 LATE PAYMENT INTEREST. To the extent oblained by
the Conlractor, under tha Contract Documenls, progress
payments or final paymenl due and unpaid under this
Agreement shall bear Interest from the date payment Is
due at the rate provided In the Contract Documenls. or,
In the absence thereof, at the legal rale prevailing at the
place of the Project.
ARTICLE 6
CHANGES, CLAIMS AND DELAYS
6,1 CHANGES. When the Contractor orders In wrlllng, the
Subcontractor. wllhout nullifying this Agreement, shall
make any and all changes In the Work which are wllhln
the general scope 01 this Agreement. Adjustments In the
Contract Price or contract time. II any, resulllng from such
changes shall be setlorlh In a Subcontract Change Order
or a Subcontract Construcllon Change Dlrecllve pursuant
to the Contract Documents. No such adjustments shall
be made for any changes perlormed by the Subcontrac'
tor that have not been ordered by the Contractor, A Sub.
contract Change Order Is a wrlllen Instrument prepared
by the Contractor and slgnad by the Subcontractor staling
their agraemant upon the change In the scope 01 the Work.
adJustment In the Contract Price or Schedule of Work. A
Subcontract Construction Change Dlrecllve Is a wrllten
Instrument prepared by the Contractor dlrecllng a change
In the Work and stating a proposed adjustment, II any, In
the Contract Price or Schedule 01 Work or both. A Sub,
contract Construcllon Change Dlrecllve shall be used In
the absence of agreement on the terms of a Subcontract
Change Order,
6,2 CLAIMS RELATING TO OWNER, The Subconlractor
agrees to make all claims lor which the Owner Is or may
be liable In the manner and wllhln the lime IImlls provld'
ed In the Contract Documents lor like claims by the Con.
Iraclor upon tho Owner and In 5ultlclenl tune for the Con.
tractor to make such clauns agamsl the Owner In accor.
<lance with the Conlracl Documents The Contractor
agrees 10 permit the Subconlractor to prosecule a cla,m
.n the name 01 the Conlractor lor tho use an<l benehl 01
the Subcontractor In tho manner provided on Ihe Conlract
Documents lor like claims by the Conlraclor upon the
Owner,
6.3 CLAIMS RELATING TO CONTRACTOR, The Subconlrac'
lor shall give the Contractor wllllen nOl,ce 01 all cla,ms
not included In Paragraph 6,2 wilhln five (5) <lays 01 the
occurrence 01 the evenl for which claim is made; other.
wise, such claims shall be deemed waived. All unre~olv.
ed claims, disputes and other mailers In question bel ween
Ihe Contractor and Ihe Subconlractor not relating to
claims Included In Paragraph 62 shalf be resolved In Ihe
manner prOVided In Article 14.
6.4 ADJUSTMENT IN CONTRACT PRICE. II a Subconlracl
Change Order or Construction Change Directive requires
an adjustment In the Contract Price, the adjustmenl shall
be established by one 01 the following methods:
1. mutual agreement on a lump sum with suflicienl in.
forma lion to subslanllate the amount;
2. unll prices already established In the Contract
Documents or II not established by Iho Contract
Documents then established by mutual agreement
for this adjustment; or
3. a mutually determined cost plus a Jointly acceplable
allowance lor overhead and profit.
6,5 SUBSTANTIATION OF ADJUSTMENT. If the Subconlrac.
for does not respond promptly or disputes the melhod of
adjustment, the method and the adjustment shall be deter.
mined by the Contractor on the basis of reasonable ex.
pendllures and savings of Ihose perlormlng the Work al.
tributable to the change, including, in the case of an In.
crease In the Contract Price, an allowance lor overhead
and prolll 01 as per specifications
The Subcontractor shall maintain lor the Contractor's
review and approval an appropriately lIemlzed and
substantiated accounting 01 the following lIems al.
tributable to the Subcontract Change Order or Subcontract
Construction Change Directive:
1, labor costs, Including Social Securlly. health,
welfare, retirement and other fringe benellts as nor.
mally required. and state workers' compensation
Insurance;
2. costs of materials, supplies and equipment. whether
Incorporated In the Work or consumed, Including
transportation costs;
3. costs of renting, either from the Contractor or from
others, of maChinery and equipment olher than hand
tools;
4. costs 01 bond and Insurance premiums. permll fees
and taxes allrlbutable to the change; and
5. costs 01 additional supervision and lIeld olllce per.
sonnel services necessitated by the change.
6
AGC DOCUMENT NO. BOD' SUBCONTRACT FOR BUILDING CONSTRUCTION I /
I!) 1990, Tho Assoclaled General Contraclors 01 America ~ r:... ., (, ~ y
. Inttials/Date
~ C.,2.~' '''14
Initials/Date
'.
6.6 DELAY, II the progress of Ihe Subcontraclor's Work is
substantially delayed without the fault or responsibllily
of the Subcontractor, then the time for the Subcontrac.
tor's Work shall be e.lended by Subcontract Change Order
or Subconlract Construction Change Directive to the e..
tent obtained by the Contractor under the Contract
Documents and Ihe Schedule of Work shall be revised ac.
cordingly,
The Contractor shall not be liable to tha Subcontractor
for any damages or additional compensation as a conse.
quence of delays caused by eny person not a party to this
Agreement unless the Contractor has IIrst recovered the
same on behall of tha Subcontractor Irom said person,
It being understood and agreed by the Subcontractor that,
apart trom recovery Irom said person, the Subcontractor's
sole and exclusive remedy lor delay shall be an e.tenslon
In the time for performance of the Subcontractor's Work.
6,7 LIQUIDATED DAMAGES, II the Contract Documents pro.
vide for liquidated or olher damages lor delay beyond the
completion date set lorth In the Contract Documents, and
such damages are assessed, then the Contractor may
assess same against the Subcontractor In proportion to
the Subcontractor's share of the responsibility lor such
delay. However the amount 01 such assessment shall not
_QlCceed the amount assessed against the Contractor.
Nothing set lorth herein shall limit the Subcontractor's
liability to the Contractor for the Contractor's actual delay
damages caused by the Subcontractor's delay, The Sub.
contractor shall be liable to the Contractor for the Con,
tractor's actual damages caused by the Subcontractor's
delay.
ARTICLE 7
CONTRACTOR'S OBLIGATIONS
7.1 CONTRACT DOCUMENTS. Prior to executing this Sub.
contract, the Contractor shall make available to the Sub.
contractor the Contract Documents which are binding on
the Subcontractor and set lorth In Paragraph 16,5.
7.2 AUTHORIZED REPRESENTATIVE, The Contractor shall
designate one or more persons who shall be the Contrac.
tor's authorized representatlve(s) on.slte and off.slte. Such
authorized representatlve(s) shall be the only person(s) the
Subcontractor shall look to lor Instructions, orders and/or
directions, except In an emergency.
7.3 STORAGE APPLICATIONS, The Contractor shall allocate
adequate storage areas, II available, lor the Subcontrac.
tor's materials and equipment during the course of the
Subcontractor's Work.
7.4 TIMELY COMMUNICATIONS. The Contractor shall
transmit, with reasonable promptness, all submittals,
transmlltals, and written approvals relating to the Subcon.
tractor's Work,
7.5 NONoCONTRACTED SERVICES, The Contractor agrees,
except as otherwise provided In this Agreement, that no
claim for non,contracted construction services rendered
or materials lurnlshed shall be valid unless the Contrac.
tor provides the Subcontractor notice:
(a) prior to furnishing of the services and materials, e..
cept In an emergency affecting the safety of persons
or property;
(b) In writing 01 such claim within Ihree days ollllst fur.
nishing such services or materials; and
(c) the wllllen charges for such services or malerlals
no later than the fifteenth (15Ih) day 01 the calendar
month lollowing that In which the claim originated
ARTICLE 8
SUBCONTRACTOR'S OBLIGATIONS
8.1 OBLIGATIONS DERIVATIVE, The Subcontraclor binds
Itsell to the Contractor under this Agreement In the same
manner as Ihe Contractor Is bound to the Owner under the
Contract Documents and will so bind Its lower,tler sub.
conlractors. The Subcontractor shall make available to Its
lower.tler subcontractors the Contract Documents which
are binding on the lower.ller subconlractors,
8.2 RESPONSIBILtTIES, The Subcontractor shall furnish all
of the labor, materials, equipment, and services, Including,
but not limited to, competent supervision, Shop drawings,
samples, tools, and scaffolding as are necessary for the
proper performance of the Subcontractor's Work In strict
accordance with and reasonably Inlerable Irom the Con.
tract Documents.
The Subcontractor shall provide a IIsl of proposed sub.
contractors and suppliers, be responSible for taking lIeld
dimensions, providing tests, ordering of materials and alt
other acllons as required to meet the Schedule of Work.
8.3 SHOP DRAWINGS. The Subcontractor shalt be respon.
sible to the Contractor lor the accuracy and conformity
with Ihe Contract Documents and other submittals that
pertain to lis work In the same manner as the Contractor
Is responsible therefor to the Owner. Shop drawings, or
their approval by the Contractor, shall not be deemed to
authorize deviations or subslltutlons from the reo
qulrements of the Conlracl Documents.
8,4 TEMPORARY SERVICES. The Subcontractor shalt fur.
nlsh all temporary services andlor lacllltles necessary to
perlorm Its work, except as provided In Article 16. Said ar.
tlcle also Identifies those common temporary services, If
any, which are to be lurnlshed by the Subcontractor.
8.5 COORDINATION, The Subcontractor shalt:
(a) cooperate with the Contractor and all others whose
work may Interfere with the Subconlractor's Work;
(b) speclllcally note and Immediately advise the Con.
tractor of any such Interference with the Subcontrac.
tor's Work; and
(c) partiCipate In the preparation of coordination draw,
Ings and work schedules In areas of congestion,
8.8 AUTHORIZED REPRESENTATIVE. The Subcontraclor
shall designate one or more persons who shall be the
authorized Subcontractor's representatlve(s) on.slte and
oll'slle. Such authorized representatlve(s) shall be the only
person(s) to whom the Contractor shall Issue Instructions,
orders or directions, except In an emergency,
8.7 PROVISION FOR INSPECTION, The Subcontractor shall
notify Ihe Contractor when portions of the Subcontractor's
Work are ready for Inspection. The Subconlractor shall at
all times lurnlsh the Contractor and Its representatives
adequate facilities for Inspecting materials at the slle or
any place where materials under this Agreement may be
7
AGC DOCUMENT NO. 600 . SUBCONTRACT FOR BUILDING CONSTR~ !r / V'
~ 1990, The Associated General Contraclors 01 America -. I "
In tials/Date
~ G>-23 -C'ft.(
Initials/Date
In the course of preparallon, process, manufacture or
treatment.
The Subcontractor shall furnish to the Conlraclor, In
such detail and as olten as required, lull reports 01 the pro.
gress of the Subconlractor's Work IrrespectIve ollhe loca.
tlon of suCh work,
a.a CLEANUP, The Subcontraclor shalllollow the Conlrac.
tor's cleanup and safety dlrecllons, and
(a) at all limes keep the building amI premises free from
debris and unsale conditions resulllng Irom the Sub.
contractor's Work; and
(b) broom clean each work area prior to disconllnulng
work In the same.
II the Subcontractor falls to Immediately commence
compliance with cleanup duties within twenty.lour (24)
hours after written noli fica lion from the Contractor of non,
compliance, the Conlraclor may Implement such cleanup
measures without further nollce and deduct the cost
thereof from any amounts due or to become due the Sub,
contractor.
a.9 SAFETY. The prevenllon of accidents on or In the vicini,
ty of Its Work Is the Subcontractor's responsibility, even
II Contraclor establishes a safety program for the entire
BroJect, Subcontractor shall establish a safety program
Implamenllng safety measures, policies and standards
conforming to those required or recommended by govern,
mental and quaslilovernmental authorllles having Jurlsdlc.
tlon and by the Contractor and Owner, Including, but not
flmlted to, requirements Imposed by the Contract
Documents. Subcontractor shall comply with the
reasonable recommendations of Insurance companies
having an Interest In the Project, and shall stop any part
of the Work which Contractor deems unsafe unlll correc.
tlve measures sallsfactory to Contractor shall have been
taken. Contractor's failure to stop Subcontractor's unsafe
practices shall not relieve Subcontractor 01 the respon.
slblllty therefor. Subcontractor shall nollfy Conlractor 1m,
mediately following any accident and promplly confirm the
notice In wrlllng, A detailed written report shall be lurnlsh.
ed If requested by the Contractor. Subcontractor shall In,
demnlfy Contraclor for fines, damages or expenses Incur.
red by the Contractor because of the Subcontractor's
failure to comply with safety requirements.
a.10 PROTECTION OF THE WORK. The Subcontractor shall
. take necessary precautions to properly protect the Sub,
contractor's Work and the work of others from damage
caused by the Subcontractor's operations. Should the Sub.
contraclor cause damage to the Work or property of the
Owner, the Contractor or others, the Subcontractor shall
promptly remedy such damage to the satisfaction of the
Contractor, or the Contractor may so remedy and deduct
the cost thereof from any amounts due or to become due
the Subcontractor.
8.11 PERMITS, FEES AND LICENSES. The Subcontractor
shall give adequate notices to authorllles pertaining to the
Subcontractor's Work and secure and pay for all permits,
fees, licenses, assessments, Inspections and taxes
necessary to complete the Subcontractor's Work In accor,
dance with the Contract Documents.
To Ihe extent oblalned by the Contractor under the Con,
tract Documents, the Subcontractor shall be compensated
for additional costs resulting from laws, ordinances, rules,
regulations and taxes enacted after Ihe date of the
Agreement.
8.12 SUBCONTRACTOR ASSIGNMENT OF WORK. The Sub.
conlractor shall nol assign Ihe whole nor any part ollho
Subconlractor's Work withoul prior written approval of the
Contractor, The Contractor's approval shall not be
unreasonably withheld. lower.lier subcontractors and sur>.
pliers previously approved by Ihu Contraclor may be listed
at Paragraph 16.4-
8.13 NON,CONTRACTED SERVICES, The Subcontractor
agrees, except as otherwise provided In this Agreement,
Ihat no .:Ialm It" non.contracted construction services
rendered or materials furnished shall be valid unless the
Subcontraclor provides the Contractor notice:
(a) prior to furnishing 01 the services or materials, ex.
ceptln an emergency aftectlng the salety of persons
or property;
(b) In writing 01 such claim within three (3) days of first
furnishing such services or materials; and
(c) Ihe written charge lor such services or materials no
later than Ihe flfleenth (15th) day of the calendar
monlh following that In which the claim originated.
8.14 MATERIALS SAFETY, To the extent that the Contrac.
tor Is not obllgaled by Ihe Contract Documents or by law
to perform work which Involves pollutanls, hazardous or
toxic substances, hazardous wasle, asbestos or PCB's,
Ihe Subcontractor likewise Is nOI obllgaled. To the extenl
that the Contractor has obligations under the Contract
Documents or by law regarding such materials within the
scope 01 the Subcontractor's work, the Subcontractor
likewise shall have these obligations,
ARTICLE 9
SUBCONTRACT PROVISIONS
9.1 LAYOUT RESPONSIBILITY AND lEVELS. The Contrac.
lor shall establish principal axis lines of the building and
site whereupon the Subcontractor shall layout and be
strictly responSible lor the accuracy of the Subconlrac'
lor's Work and for any loss or damage to the Contractor
or others by reason of the Subcontractor's lallure 10 set
out or perform Its work correctly, The Subcontractor shall
exercise prudence so that the actual final conditions and
details shall resull In allgnmenl of finish surfaces.
9.2 WORKMANSHIP. Every part of the Subconlractor's Work
shall be executed In strict accordance with the Contract
Documents In the most sound, workmanlike, and substan.
lial manner. All workmanship shall be of the best of Its
several kinds, and all materials used In the Subcontrac.
tor's Work shall be furnished In ample quantities 10
facllllale the proper and expeditious execution of the work,
and shall be new except such materials as may be express.
ly provided In the Conlract Documents to be otherwise.
9.3 MATERIALS FURNISHED BY OTHERS. In Ihe event the
scope of the Subcontractor's Work Includes Installation
of malerlals or equipment furnished by olhers, It shall be
the responsibility of the Subcontractor to examine the
Ilems so provided and thereupon handle, store and Install
Ihe Items wllh such skill and care as to ensure a satlsfac,
tory and proper Inslallation. loss or damage due to acts
of the Subcontractor shall be deducled from any amounls
due or 10 become due tho Subcontraclor.
8
AGC DOCUMENT NO. SOO . SUBCONTRACT FOR BUILDING CONSTRUCTION t I
l[) 1990, The Associated General Conlractors of America "];JT&. 7 " r. lJ
Initia sloite
S':2:> ':"2 3-Q<.,l
Initials/Oate
9,4 SUBSTITUTIONS. No substitutions shall be made In the
Subcontractor's Work unless permllled In the Contract
Documents and only then upon the Subcontractor first
receiving a:1 approvals required under the Contract
Documents for subslllutlons. The Subcontractor shall
Indemnlly the Contractor as a result 01 such substitutions,
whelher or not the Subcontractor has obtained approval
thereol.
9.5 USE OF CONTRACTOR'S EQUIPMENT. The Subcontrac,
tor, Its agents, employaes, subcontractors or suppliers
shall not use the Contractor's equipment without the ex,
press written permission 01 the Contractor's designated
representative,
If the Subcontractor or any of Its agents, employees,
suppliers or lower,tler subcontractors utilize any
machinery, equipment, tools, scaffolding, hoists, IIl1s or
slmllsr Items owned, leased, or under the conlrol of the
Contractor, the Subcontractor shall defend,lndemnlfy and
be liable to the Contractor as provided In Article 12 for any
loss or damage (Including personal Injury or death) which
may arise from such use, except where such loss or
damsge shall be found to have been due solely to the
negligence of the Contractor's employees operating such
"1lQulpment,
9,a CONTRACT BOND REVIEW, The Contractor's Payment
Bond for the Project, If any, may be reviewed and copied
by the Subcontractor.
9.7 OWNER ABILITY TO PAY. The Subcontractor shall have
the right to receive from the Contractor such Information
as the Contractor has obtained relative to the Owner's
financial ablllly to pay for the Work.
9.8 PRIVITY. Until final completion of the ProJect, the Sub.
contractor agrees not to perform any work directly for the
Owner or any tenants thereof, or deal directly with the
Owner's representatives In connection with the Project,
unless otherwise directed In writing by the Contraclor, All
Work for this Project performed by the Subcontractor shall
be processed and handled exclusively by the Contractor,
9,9 SUBCONTRACT BOND, If a Performance and Payment
Bond Is not required of the Subcontractor under Article
16, then within the duration of this Agreemenl, the Con.
tractor may require such bonds before work Is started and
the Subcontractor shalt provide the same,
Said bonds shall be In the full amount of this Agreemenl
In a form and by a surety satisfactory to the Contractor.
The Subcontractor shall be reimbursed without reo
talnage for cost of same simultaneously with the first pro,
gress payment hereunder.
The reimbursement amount for the bonds shalt not ex,
ceed the manual rate for such subcontractor work.
In the event the Subcontractor shall fall to promptly pro.
vide such requested bonds, the Conlractor may terminate
this Agreement and re.letthe work to another subconlrac.
tor and all Contractor costs and expenses Incurred thereby
shall be paid by the Subcontractor.
9,10 WARRANTY. The Subcontraclor warrants ils work
against all dellclencles a"d delecls In malerlals and/or
workmanship and as called lor in the Contracl Documents
The Subcontractor agrees to salisly such warranty
obligations which appear within the warranty perrod
established In the Contract Documenls w'thout COSllo thl!
Owner or the Contraclor.
If no warranty Is required of Ihe Conlractor In the Con
tract Documents, then the Subconlraclor shall warrant,ts
work as described abovo lor Ihe period 01 one year Irom
the date(s) 01 substantial completion 01 all or a designated
portion of the Subcontractor's Work or acceptance or use
by the Contraclor or Owner 01 designated equlpmenl,
whichever Is sooner,
The Subcontractor further agrees to execute any special
warranties Ihat shall be required for the Subcontractor's
Work prior to final payment.
ARTICLE 10
RECOURSE BY CONTRACTOR
10,1 FAILURE OF PERFORMANCE
10,1,1 NOTICE TO CURE. If Ihe Subconlractor refuses or
falls to supply enough properly skilled workers, proper
materials, or maintain the Schedule 01 Work, or It lails to
make prompt paymenl lor Its workers, lower.tler sub.
contractors or suppliers, disregards laws, ordinances,
rules, regulations or orders of any public authority having
jurisdiction, or otherwise Is guilty of a material breach of
a provision 01 this Agreement, the Subcontractor shall be
deemed In default 01 this Agreement. If the Subcontrac.
tor falls within three (3) working days altel written notlllca.
tlon to commence and continue satlslaclory correction of
such default with diligence and promptness,then Ihe Con.
tractor without prejudice to any rights or remedies, shall
have the right to any or all of the fOllowing remedies:
(a) supply such number 01 workers and quantity of
materials, equipment and other lacllltles as the Con.
tractor deems necessary lor the completion 01 Ihe
Subcontractor's Work; or any partthereol which the
Subcontractor has failed to complete or perform
aller the aforesaid notice, and charge the cost
thereof to the Subconlraclor, who shall be liable for
the payment of same Including reasonable overhead,
profit and allorney's lees;
(b) contract with one or more additional contractors, to
perform such part of the Subcontractor's Work as
the Contractor shall determine will provide the most
expeditious completion of the total Work and charge
the cost thereof to the Subcontractor;
(c) withhold payment 01 any moneys due the Subcon.
tractor pending corrective action In amounts suffl.
clentto cover losses and compel performance to the
extent required by and to the satisfaction of the Con,
tractor and --Owner-tAr-eh ; and
(d) In the event of an emergentyallecllng the safely of
persons or property, the Contractor may proceed as
above without notice.
9
AGC DOCUMENT NO. 600 . SUBCONTRACT FOR BUILDING CONSTRUCTION
<D 1990, The Associated Goneral Contractors of America ....-:-; ..~ 7 (I '1 \
In tials/Da (!
~ <,-t..3 -q':f
Initials/Date
rees
lera',
.ions
:able
~d to,
)nter.
;aged
.vhlch
nlracl
he con.
oyallles
,n 01 any
[he Sub'
ngemenl
traclOr'S
raclOr or
,d owner
,1I0rney's
;Iarlollhe
procure lor,
e Wor~ers
Insurance,
y Insurance
uired 01 lhe
deslgnaled
s addlllonal
lor Workers'
2..'3 ...q~
;/Date
10,1.2 TERMINATION BY CONTRACTOR. If Ihe SulJcontrac,
tor falls to commence and aatlsfactorily continue correc.
tlon of a delaull wllhln three (3) working days alter writ.
i ten nollflcallon Issued under Subparagraph 10.1.1, then
i tha Contractor may, In lieu of or In addition to Sub.
paragraph 10.1.1, Issue a second wrlllen notification, to
the Subcontractor and Its surety, If any. Such notice shall
state that If the Subcontractor falls 10 commence and con.
tlnue correction 01 a default within seven (7) working days
,f the written notification, the Agreement will be deemed
ermlnated and the Contractor may use any materials, 1m.
Ilements, equipment, appliances or tools furnished by or
oelonglng to the Subcontractor to complete the Subcon.
'actor's Work.
o The Contractor also may furnish those materials, equip.
lent and/or employ such workers or subcontractors as
~ Contractor deems necessary to maintain the orderly
ogress of the Work.
All costs hicurred by the Contractor In performing the
bcontractor's Work, Including reasonable overhead, pro.
and allorney's fees, shell be deducted from any moneys
! or to become due the Subcontractor, The Subcontrac.
shalf be liable for the payment of any amount by which
:h expense may exceed the unpaid balance of the Con.
:t Price.
_ - .3 USE OF SUBCONTRACTOR'S EQUIPMENT, If the Con.
tor performs work under this Article or sublets such
ItO be so performed, the Contractor and/or the per.
I to whom work has been sublet shall have the right
~e and use any materials, Implements, equipment, ap.
'ces or tools lurnlshed by, belonging or delivered to
:ubcontrector and located at the Project.
IANKRUPTCY
'TERMINATION ABSENT CURE. If Subcontractor Illes
tlon under the Ban~ruptcy Code, this Agreement
!lmlnate lithe Subcontractor or the Subcontractor's
I rejects the Agreement or, II there has been a
!, the Subcontractor Is unable to give adequate
~ce that the Subcontractor will perform as required
Agreement or otherwise Is unable to comply with
'Jlrements lor assuming this Agreement under the
ble provisions of the Bankruptcy Code.
ITERIM REMEDIES. II the Subcontractor Is not per.
In accordance with the Schedule of Work at the
ltl\lon In ban~ruptcy Is lIIed, or at any subsequent
I Contractor, while awaiting the decision of the
ractor or Its trustee to reject or to assume this
nt and provide adequate assurance 01 Its ability
'1'1 hereunder, may avail Itself of such remedies
s Article as are reasonably necessary to main,
lchedule 01 Work,
~tractor may offset against any sums due or to
ue the Subcontractor all costs Incurred In pur.
01 the remedies provided hereunder, Including,
nlted to, reasonable overhead, prolll and at.
,es.
:ontractor shall be liable lor the payment 01 any
'which such expense may exceed the unpaid
.the Contract Price.
~SION BY OWNER, Should the Owner suspend
with the Contractor or any part which Includes
:ractor's Work, the Contractor shall so notify
the Subcontractor In writing and upon wrlllen noliflcation
the Subcontractor shall Immediately suspend Ihe Subcon.
Iractor's Work.
In the event 01 such Owner suspension, the Contractor's
habillty to the Subcontractor Is limited to the extent of tho
Contractor's recovery on the Subcontractor's behalf under
the Contract Documents, The Contractor agrees to
cooperate with the Subcontractor, at the Subcontractor's
expense, In the prosecution 01 any Subcontractor claim
arising out 01 an Owner suspension and to permit the Sub.
contractor to prosecute said claim, In the name 01 the Con.
tractor, lor the use and benelft of the Subcontractor.
10.4 TERMINATION BY OWNER, Should the Owner ter.
mlnate Its contract with the Contractor or any part which
Includes the Subcontractor's Wor~, the Contractor shell
so notify the Subcontractor In wrlllng end upon wrlllen
nollllcatlon, this Agreement shall be terminated and the
Subcontractor shell Immediately stop the Subcontractor's
Work, follow all 01 Contractor's Instructions, and mitigate
all costs.
In the event 01 such Owner termination, the Contractor's
liability to the Subcontractor Is limited to the extent 01 the
Contractor's recovery on the Subcontractor's behalf under
the Contract Documents.
The Contractor agrees to cooperate with the Subcon.
tractor, at the Subcontractor's expense, In the prosecu.
tlon of any Subcontractor claim arising out of the Owner
termination and to permit the Subcontractor to prosecute
said clalm,ln the name of the Contractor, lor the use and
benellt 01 the Subcontractor, or assign the claim to the
Subcontractor.
10.5 CONTINGENT ASSIGNMENT OF SUBCONTRACT, The
Contractor's contingent assignment of the Subcontract
to the Owner, II provided In the Contract Documents, Is
effective when the Owner (a) has terminated the Contract
for cause and (b) has accepted the assignment by notify'
Ing the Subcontractor In writing. This contingent assign-
mentis subject to the prior rig his of a surety that may be
obllgaled under the Contractor's bond, If any. Subcontrac.
tor hereby consents to such assignment and agrees to be
bound to the assignee by the terms 01 this Subcontract.
10.6 SUSPENSION BY CONTRACTOR, The Contractor may
order the Subcontractor In writing to suspend, delay, or
Interrupt all or any part 01 the Subcontractor's Wor~ for
such period of time as may be determined to be ap.
proprlate for the convenience 01 the Contractor. Phased
or Interrupted Wor~ when required shall not be deemed
a suspension 01 Work,
The Subcontractor shall notify the Contractor In writing
within ten (10) wor~lng days alter receipt of the Contrac.
tor's order of the effect of such order upon the Subcon-
tractor's Work. To the extent allowed the Contractor under
the Contract Documents, the Contract Price or contract
time shall be adjusted by Subconlract Change Order for
any Increase In the time or cost of performance of this
Agreement caused by such suspension, delay, or
Interruption.
No claim under this Article shall be allowed lor any
costs Incurred more than ten (10) wor~lng days prior to the
Subcontractor's notice to the Contractor.
Neither the Contract Price nor the contract time shall
be adjusted under this Article for any suspension, delay
or Interruption to the extent that perlormance would have
been so suspended, del eyed, or Interrupted by the laull
10
ENT NO, 600 . SUBCONTRACT FOR BUILDING CONSTRUCTION
Associated General Contractors of America l 7 t I l'j
In1.tial.s/ ate
~ C;-l.3-Q"
Initials/Date
or ncgl'gence olthe Subcontractor or by a cause lor which
Subcontractor would have been responsible.
The Conlract Price shall not be adjusted under this Ar.
Iicle lor any suspension. delay or Interruption to the ex.
tent that perlormance would have been suspended,
delayed or Interrupted by a cause lor which the Subcon.
tractor would have been enlltled only to a t,me extension
under this Agreement.
10.7 WRONGFUL EXERCISE. II the Contractor wronglully
exercises any opllon under this Arllcle. the Contractor
shall be liable to the Subcontractor solely lor the
reasonable value 01 work performed by the Subcontrac.
tor prior to the Contractor's wronglul acllon. Including
reasonable overhead and profit on the Work performed.
less prior payments made, and allorney's lees.
ARTICLE 11
LABOR RELATIONS
(Insert here any condlllons, obllgallons or requirements
relallve to labor relallons and their ellect on the project.
Legal counsel Is recommended.)
- .
ARTICLE 12
INDEMNtFICA TION
12.1 SUBCONTRACTOR'S PERFORMANCE. To the fullest ex.
tent permllted by law, the Subcontractor shall defend, In.
demnlly and hold harmless, the Contractor (Including the
affiliates, parents and subsidiaries, their agents and
employees) and other contractors and subcontractors and
all of their agents and employees and when required 01
the Contractor by the Contract Documents, the Owner, the
Archllect, Archllect's consultants, agents and employees
Irom and against all claims, damages, loss and expenses,
Including but notllmlled to allorney's fees, arising out 01
or resulllng Irom the performance of the Subcontract pro.
vlded that:
(a) any such claim, damage, loss, or expense Is at.
trlbutable to bodily Injury, sickness, disease, or
death, or to Injury to or destrucllon 01 tangible pro.
perty (other than the Subcontractor's Work Itsell) In.
cludlng the loss of use resulllng therelrom, to the
extent caused or alleged to be caused In whole or
In part by any negligent act or omission of the Sub.
conUactor or anyone dlreclly or Indireclly employed
by the Subcontractor or lor anyone for whose acts
the Subcontractor may be liable, regardless 01
whether Ills caused In part by a party Indemnified
hereunder;
(b) such obllgallon shall not be construed to negate, or
abridge, or otherwise reduce any other right or
obligation 01 Indemnity which would otherwise ex.
1st as to any party or person described In this Arti.
cle 12.
12.2 NO LIMITATION UPON LIABILITY. In any and all claims
against the Owner, the Architect, Archllecl's consullanls.
agents and employees, the Contractor (including lis al.
fillates, parents and SUbsidiaries) and other contractors
or subcontractors, or any 01 their agents or employees,
by any employee 01 the Subcontractor, anyone directly or
Indirectly employed by the Subcontractor or anyone lor
whose acts the Subcontractor may be liable. the indem.
nilicalion obligallon under this Arllcle 12 shall not be
limlled in any way by any IImllallon on the amount or type
of damages. compensallon or beneflls payable by or lor
the Subcontractor under worker's or workmen's compen.
salion acts, disablllly benefit acts or other employee
benefit acts
12.3 ARCHITECT EXCLUSION. Except as provided by the
Contract Documents, the obllgallon 01 the Subcontractor
under this Arllcle 12 shall not extend to the liablllly of the
Architect, the Architect's consultants, agents or
employees 01 any of them, arising out of
(a) the preparallon or approval of maps, drawings, opl.
nlons, reports, surveys, Change Orders, designs or
speclllcallons, or
(b) the giving of or the lallure to give dlrecllons or In.
strucllons by the Architect, the Archllect's Con.
sullants, and agents or employees 01 any 01 them
provided such giving or failure to give Is the primary
cause 01 the Injury or damage.
12.4 COMPLIANCE WITH LAWS. The Subcontractor agrees
to be bound by, and at lis own cost, comply with all federal,
state and local laws, ordinances and regulallons
(herelnaller collecllvely referred to as "laws") applicable
to the Subcontractor's Work Including, but not limited to,
equal employment opportunity, mlnorlly business enter.
prise, women's business enterprise, disadvantaged
business enterprise, safety and all other laws with which
the Contractor must comply according to the Contract
Documents.
The Subcontractor shall be liable to the Contractor and
the Owner for all loss, cost and expense altrlbutable to
any acts 01 commission or omission by the Subcontrac,
tor, lis employees and agents resulllng Irom the failure
to comply therewllh, Including, but not IImlled to, any
lines, penalties or correcllve measures,
12.5 PATENTS. Except as otherwise provided by the Con.
tract Documents, the Subcontractor shall pay all royallles
and license fees which may be due on the Inclusion of any
patented materials In the Subcontractor's Work. The Sub.
contractor shail delend all sulls for claims lor Infringement
of any patent rights arising out of the Subcontractor's
Work, which may be brought against the Contractor or
Owner, and shall be liable to the Contractor and Owner
for all loss, Including all costs, expenses, and allorney's
lees.
ARTICLE 13
INSURANCE
13,1 SUBCONTRACTOR'S INSURANCE. Prior to start 01 the
Subcontractor's Work, the Subcontractor shall procure for
the Subcontractor's Work and maintain In force Workers'
Compensation Insurance, Employer's Liability Insurance,
Comprehensive or Commercial General L1ablllly Insurance
on an OCCurrence basis, and all Insurance required of the
Contractor under the Contract Documents.
The Contractor, Owner and other parlles as designated
in the Contract Documents shall be named as additional
insureds on each of these policies except lor Workers'
Compensation.
~ c;..2.3-q~
Initials/Date
This Insurance shall Include conlraclual liabiloty in,
surance covering the Subconlractor's obligations under
Arllcle 12.
13,2 MINIMUM LIMITS OF LIABILtTY. The Subcontractor's
Comprehensive or Commercial Liabiloty Insurance and
Comprehensive Aulomobile LIability Insurance, as reo
qulred by Paragraph 13.1, shall be wrillen with Iomits 01
liability not less than Ihe lollowing:
A. Comprehensive General Liabilily Insurance Including
completed operations
1. Combined Single limit
Bodily Injury and
Property Damage
S 1,000.00~
Each Occurrence
S 2,000,000
Aggregate
or
2, Bodily Inl'JlY
S~/A
Each Occurrence
--
S N/A
Aggregate
S N/A
Each Occurrence
3. Property Damege
$ N/A
Aggregate
B, Commercial General Liability Insurance
1. Each Occurrence
Limit S 1,000,000
2. General Aggregate S 2rnnOrnoo
3. Products/Completed 1,000,000
Operallons Aggregate $
4. Personal and Adver. 1,000,000
tlslng Infury Limit S
C. Comprehensive Automobile Liability Insurance
1. Combined Single Limit
Bodily Infury and
Property Damage
S 1,000.000
Each Occurrence
or
2. Bodily Infury
S N/A
Each Person
S N/A
Each Occurrence
3, Property Damage
$ N/A
Each Occurrence
13.3 NUMBER OF POLtCIES, Comprehensive or CommercIal
General Liabilily Insurance and olher liability insurance
may be arranged under a Single policy for the lull hn1l1s
required or by a comblnalion 01 underlying poliCIes w'th
Ihe balance provided by an Excess or Umbrella L,ab,loty
Pol,cy
13,4 CANCELLATION, RENEWAL OR MODIFICATION. The
Suhconlractor shall mamlain 111 ellect all insurance
coverage required under Ihls Agreement at the Subcon.
traclor's sole expense and wllh insurance companies ac.
ceptable to the Contraclor.
All Insurance policies shall conlain a proviSion that the
coverages allorded thereunder shall not be cancelled or
not renewed, nor restrictive modlficilllons added, unlil at
least thirty (30) days prior wrillen nolice has been giVEn
to Ihe Contractor unless otherwise specifically required
in Ihe Contract Documents,
Certilicate 01 Insurance, or certilied copies 01 policies
acceptable to the Contractor, shall be lIIed with the Con.
Iraclor prior to the commencement olthe Subcontractor's
Work,
In the event the Subcontractor fails to obtain or main.
tain any Insurance coverage required under this Agree.
ment, the Contractor may purchase such coverage and
charge the expense thereolto the Subcontractor, or ter,
minale this Agr,!ement,
The Subcontractor shall conlinue to carry compleled
operalions liability insurance lor alleasttwo years aller
final pay men!. The Subcontractor shall lurnlsh the Con.
Iractor evidence 01 such Insurance at final payment and
one year therealler.
13.5 WAIVER OF RIGHTS. The Contractor and Subcontrac.
tor waive all rights against each other and the Owner,the
Architect, the Architect's consultants and agents or
employees 01 any 01 them, separate contractors, and all
other subcontractors lor loss or damage to the extent
covered by Builder's Risk or any other properly or equip.
mentlnsurance, except such rights as they may have to
the proceeds 01 such Insurance; provided, however, that
such waiver shall not extend to the acts 01 the Architect,
the Architect's consultanls, and the agents or employees
01 any 01 them listed In Paragraph 12.3.
Upon wrlllen request of the Subcontractor, the Contrac.
tor shall provide the Subcontractor with a copy 01 the
Bulfder's Risk polley 01 Insurance or any other equipment
Insurance In lorce lor the Profect and procured by the Con.
tractor. The Subcontractor shal! satlsly Itsellto the ex.
Istence and extent of such Insurance prior to commence.
ment of the Subcontractor's Work,
If the Owner or Contractor have not purchased Builder's
Risk Insurance lor the lulf Insurable value 01 the Subcon.
tractor's Work less a reasonable deductible, then the Sub.
conlractor may procure such Insurance as will protect the
Interests 01 the Subcontr3ctor,lts subcontractors and their
subcontractors In the Work, and, by appropriate Subcon.
tractor Change Order, the cost 01 such additional in.
surance shall be reimbursed to the Subcontractor.
II not covered under the Builder's Risk pOlicy of In.
surance or any other property or equipment Insurance reo
qulred by the Contract Documents, the Subcontractor shall
procure and maintain at the Subcontractor's own expense
property and equipment Insurance lor portions 01 the Sub.
contractor's Work stored 011 the site or In transit, when
such portions of the Subcontractor's Work are to be In.
cluded In en application lor payment under Article 5,
12
AGe PoeuMENT NO. 600 . SUBCONTRACT FOR BUILDING CONSTRUCTION
(l 1990, The Associated Genaral Contractors of America
~ G .2-3 "'19
Initials/Date
13.6 ENDORSEMENT. lithe policies 01 insurance relerred
to In this Article require an endorsement to provide tor con.
tlnued coverage where there Is a waiver 01 subrogation.
the owners 01 such policies will cause them to be so
endorsed,
ARTICLE 14
ARBITRATION
14,1 AGREEMENT TO ARBITRATE. All claims. disputes and
matters In quesllon arising out 01, or relallng to. this Agree.
ment or the breach thereol, except lor claims which have
been waived by the making or acceptance 01 final pay.
ment, and the claims described In Paragraph 14.2, shall
be decided by arbltrallon In accordance with the Construe.
tlon Industry Arbltrallon Rules olthe American Arbltrallon
Assoclallon then In ellect unless the parlles mutually
agree otherwise, Notwithstanding other provisions In the
Agreement, this agreement to arbitrate shall be governed
by the Federal Arbitration Act.
14,2 EXCEPTIONS. The agreement to arbitrate shall not
apply to sny claim:
(a) 01 contrlbullon or Indemnity asserted by one party
__ to this Agreement against the other party and arls.
Ing out 01 an acllon brought In a state or federal court
or In arbltrallon by a person who Is under no obllga.
lion to arbitrate the subject matter 01 such acllon
with either 01 the parties hereto or does not consent
to such arbltrallon: or
(b) asserted by the Subcontractor against the Contrac.
tor II the Contractor asserts said claim, either In
whole or part against the Owner, or asserted by the
Owner against the Contractor, when the contract bet.
ween the Contractor and Owner does not provide lor
binding arbltrallon, or does so provide but the two
arbltrallon proceedings are not consolidated. or the
Contractor and Owner have not subsequently agreed
to arbitrate said claim. In either case the parlles
hereto shall nollly each other either bel ore or atter
demand lor arbltrallon Is made,
In any dispute arising over the applicallon 01 this
Paragrsph 14,2, the quesllon 01 arbltrablllty shall be decld.
ed by the appropriate court and not by arbitration.
14,3 INITIAL DISPUTE RESOLUTION. II a dispute arises out
01 or relates to this Agreement, or the breach thereof, the
parlles may endeavor to setlle the dispute first through
direct discussions, lithe dispute cannot be sel\led through
direct discussIons, the parties may endeavor to settle the
dispute by mediation under the Construcllon Industry
Mediation Rules olthe American Arbitration Assoclallon
before recourse to arbltrallon. Medlallon will be commenc.
ed within the time limits lor arbitration stipulated In the
Contract Documents. The time limits for any subsequent
arbltrallon will be extended for the durallon 01 the media.
lion process plus ten (10) days or as otherwise provided
In the Contract Documents. Issues to be mediated are sub.
Jectto the excepllons In Paragraph 14,210r arbllrallon. The
locallon of the mediation shall be the same as the loca.
lion for arbltrallon Identllled In Paragraph 14.4.
14.4 NOTICE OF DEMAND, Nollce of the demand lor arbitra.
lion shall be lIIed In wrlllng with the other party to this
Agreement and with the American Arbltrallon Association,
The demand lor arbltrallon shall be made as required In
the Contract Documents or within a reasonable lime alter
written notice of tha claim, dispute or other matter In ques.
t,on has been given, but In no event shall It be made when
.nstilulion 01 legal or equitable proceedings based on such
claim, dispute or other matter In question would be bar.
red by the applicable statute of IImltallon, whichever shall
hrst occur. The locallon of the arbitration proceedings
shall be the location 01 the Project.
14,5 AWARD. The award rendered by the arbltrator(s) shall
be final and Judgment may be entered upon It In accor.
dance with applicable law In any court having jurisdiction.
14,6 WORK CONTINUATION AND PAYMENT. Unless other-
wise agreed In writing, the Subcontractor shall carryon
the Work and maintain the Schedule of Work pending ar,
bit ration. If the Subcontractor Is conllnulng to perlorm, the
Contractor shall conllnue to make payments In accor-
dance with this Agreement.
14.7 NO LIMITATION OF RIGHTS OR REMEDIES. Nothing In
this Arllcle shall limit any rights or remedies not express.
Iy waived by the Subcontractor which the Subcontractor
may have under lien laws or payment bonds,
14.8 SAME ARBITRATORS. To the extent not prohibited by
their contracts with others, the claims and disputes of the
Owner, Contractor, Subcontractor and other subcontrac.
tors Involving a common question of lact or law shall be
heard by the same arbltrator(s) In a single proceeding.
ARTICLE 15
CONTRACT INTERPRETATION
15.1 INCONSISTENCIES AND OMISSIONS, Should incon.
sistencies or omissions appear In the Contract
Documents, It shall be the duty of the Subcontractor to
so notify the Contractor In wrillng within three (3) work-
Ing days 01 the Subcontractor's discovery thereol. Upon
receipt of said notice, the Contractor shall Instruct the
Subcontractor as to the measures to be taken and the Sub,
contractor shall comply with the Contractor's Instructions,
15,2 LAW AND EFFECT. This Agreement shall be govern.
ed by the law of the State 01 E'ermsyl''ania
15.3 SEVERABILITY AND WAIVER. The partial or complete
Invalidity 01 anyone or more provisions of this Agreement
shall not allectthe validity or conllnulng lorce and ellect
of any other provision. The lallure of either party hereto
to Insist, In anyone or more Instances, upon the perlor.
mance 01 any of the terms, covenants or condlllons 01 this
Agreement, or to exercise any right hereln,shall not be
construed as a waiver or relinquishment 01 such term,
covenant, condition or right as respects lurther
performance.
15.4 ATTORNEY'S FEES. Should either party employ an at-
torney to Ins lit ute suit or demand arbltrallon to enlorce
any 01 the provisions hereof, to protect Its Interest In any
matter arising under this Agreement, to collect damages
for the breach olthe Agreement, or 10 recover on a surety
bond given by a party under this Agreement, the prevail,
Ing party shall be enlltled to recover reasonable attorney's
fees, costs, charges, and expenses expended or Incurred
therein.
13
AGC DOCUMENT NO. 600 . SUBCONTRACT FOR BUILDING CONSTRUCTION ~ ,;
ttJ 1990. The Associated Genoral Contractors 01 America ..-y;'),-C- 7 If /0/
Inltials/Datee
"'7f., ~. 2:3 -qt{
Initials/Date
15.5 TITLES. The titles given 10 the Articles 01 this Agree-
ment are for ease 01 relerence only and shall not be relied
upon or cited lor any other purpose.
15,6 ENTIRE AGREEMENT. This Agreement is solely lor the
benellt 01 the signatories hereto and represents the en.
tire and Integrated agreement between the parties hereto
and supersedes ell prior negotiations, represenlatlons, or
agreements, either written or oral.
ARTICLE 16
SPECIAL PROVISIONS
16.1 PRECEDENCE. It Is understood the work to be perform.
ed under this Agreement, Including the terms and condl,
tlons thereof, Is as described In Arllcles 1 through 16
together with the following Special Provisions, which are
Intended to complement same. However, In the event of
any Inconsistency, these Special Provisions shall govern.
16,2 SCOPE OF WOR N!lW1McesmW Incidental to
complete t,he r ,
Clear1nQ. Dra1ns & Storm ::;ewe~ork
lor the Project In strict accordance with and reasonably
Inferable from the Contract Documents and as more par.
-tlcularly, though not excluSivelY:!. specified In
Pl~n~ ~nd Speci cations
Base Bid n
with the following addlllons or deletions:
Exhibit "1" dated June 16,
1994 - Scope of Work
16.3 COMMON TEMPORARY SERVICES. The following "Pro,
ject" common temporary sorvices andlor facllllles are lor
the use 01 all project personnel and shall be furnished as
herein below noted:
By this Subcontractor;
By others;
Temporary Utilities as per
Project Specifications
16,4 OTHER SPECIAL PROVISIONS. (Insert here any special
provisions required by this Agreement.)
Exhibit "4" - Modification to
Standard Contract
16.6 CONTRACT DOCUMENTS. (List applicable Contract
Documents Including speclflcallons, drawings, addenda,
modlflcallons and exercised alternates, Identify with
general descrlpllon, sheet numbers and latest date In.
cludlng revisions,)
Exhibit
Addenda
"2" Specifications/
Bulletin No. 1 2/15/94
No, 2 2/22/94
No, 3 3/1/94
No. 4 3/4/94
No, 5 3/15/94
Drawings
Waiver of Lien
- Additional Insured
Exhibit "3"
Exhibit "5"
Exhibit "6"
Exhibit "7"
Exhibit "8"
Excerpts
Owner Payment Terms
DGS Specification
This contract is not valid until signed by both parties,
IN WITNESS WHEREOF, the parlles hereto have executed this Agreement under seal, the day and year IIrst above written.
National Earthmovers, Inc.
CCI construction Company
contA ~
By e .~
o.1'rl'lIe)
Stan se~r~~)(t Operations Manager
Date: lJI', )'1
.
su~cont ctor
By _..!J ~.. ~-
(TIlle)
Date: 6-.)3 -- 9t/
( 14
AGC POCUMENT NO. 600 . SUBCONTRACT FOR BUILDING CONSTRUCTION
<tJ 1990, Tho Associated General Contractors or America
11(/
EXHXBXT "1"
LIVING - LEARNXNG CENTER, LXNCOLN UNIVERSXTY
CHESTER COUNTY, PENNSYLVANIA
SCOPE OF WORR
DATED: JUNE 16, 1994
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16.2.1 General Scope ot Work:
This contract includes the furnishing of all supervision, labor,
material, tools, equipment and all related incidentals, including
permits, licenses, approvals, etc. as needed and/or required to
furnish and install complete the installation of the Earthwork,
Site Clearing, Drains and Storm Sewer all in accordance with the
contract documents and Specification Sections 02110, 02160, 02200,
02710 and 02720 and to the satisfaction of the Owner, Architect,
Engineer, Contractor and/or their respective representatives,
16.2.2
Including but not limited to:
1. Permits and fees for your work (Building Permit by the General
contractor) ,
2. Responsibility for all elevations and layout.
3, Clear and grub; site demolition,
4. Strip, stockpile and replace topsoil.
S, Unclassified excavation.
6. Dewatering of own work,
7. Imported fill, if required,
8. Storm sewe~.
9, Footing and foundation, excavation and backfill,
10, Foundation wall backfill,
11. Foundation drainage system.
12, Curb and sidewall excavation and sidewalk.
13. Excavation for miscellaneous items
transformer pads).
14. Sheeting and shoring for own work, if required,
(trash enclosures,
PAGE 1
r. (.. 7 " 'I ~ c::.-l.::.-G<./
ate Initials/Date
..
16.2.2
15.
16.
17.
18.
_.- 19.
20.
21.
16.2.3
EXHIBIT "1"
LIVING - LEARNING CENTER, LINCOLN UNIVERSITY
CHESTER COUNTY, PENNSYLVANIA
SCOPE OF WORK
DATED: JUNE 16, 1994
Including but not limited to (continued):
prepare subgrade for building slab, walks and paved areas.
stone under slab; stone under sidewalks.
Remove spoil from site,
Temporary seeding of stockpiles.
Temporary roadways.
Barricades and traffic control.
stone tire cleaning entrance.
Exclusions:
1. Payment and Performance Bond.
PAGE 2 OF
'1' ~ G-l.'=':> ._~~
/ ate Initials/Date
EXHIBIT "4"
LIVING - LEARNING CENTER, LINCOLN UNIVERSITY
CHESTER COUNTY, PENNSYLVANIA
MODIFICATION TO STANDARD CONTRACT
ARTICLE S. Paraqraph 5.2. Add:
5.2.7 RELEASE Each Application for Payment shall be accompanied by
a Conditional Release of Lien for the current period and an
Unconditional Release of Lien for the preceding period. Releases
shall be executed by the Subcontractor and all Sub-subcontractors
and material suppliers whose contract provided for the performance
of services or provision of materials through the date of the
corresponding Application for Payment.
Should the Subcontractor not be required to provide the Contractor
-. with a 100% Payment and Performance bond for this subcontract
agreement, then a mandatory joint check agreement will be
established with all of the sub-subcontractors and vendors to whom
this Subcontractor incurs an obligation under this subcontract
agreement,
ARTICLE 5. Paraqraph 5.3. Add:
5.3.2 (F) Prior to the receipt of final payment, the Subcontractor
shall provide to the Contractor full and complete releases and
Final-Unconditional Waivers of Lien rights from the Sub-
subcontractors and material suppliers as evidence that they have
been paid for the work performed or materials supplied in
connection with the project and the work and that all Lien Rights
held by the Subcontractor, Sub-subcontractors and material
suppliers performing the work or supplying materials have been
validly released.
ARTICLE 5. Paraqraph 5.3. Add (continued):
In addition, if a Payment and Performance bond was required to be
furnished by the Subcontractor, a Consent of Surety form must be
executed by the Subcontractor and their surety and delivered to the
Contractor prior to the reduction of retainage and release of final
payment.
~Co-2~:-q,,<
Initials/Date
PAGE 1 OF 4
EXHIBIT "4"
LIVING - LEARNING CENTER, LINCOLN UNIVERSITY
CHESTER COUNTY, PENNSYLVANIA
MODIFICATION TO STANDARD CONTRACT
16.4.5 Subcontractor agrees to respond to the General Contractor's
Requests For Proposal within 7 days of the date of the request.
16.4.6 Work hours shall be as delineated in the project
specifications or as otherwise aproved by the Department of General
Services.
16.4.8 All shop drawings, samples and product submittals are to be
submitted no later than 10 days from subcontract signing.
16.4.9 Subcontractor assumes exclusive liability for all
__ contributions, taxes or payments required to be made because of
employees of the Subcontractor by the Federal and state
Unemployment Compensation Acts, Social security Acts or any
amendments thereto, and by all other or future Acts, State or
Federal, requiring the payment of similar contributions or taxes,
and for all sales tax and use tax.
ARTICLE 16.4 - OTHER SPECIAL PROVISIONS (CONTINUED)
16.4.11 All invoices will be submitted on an AlA G702 and G703
format. The blank forms will be supplied by the contractor, All
invoices submitted after the 25th of the month will be processed
for payment on the following month's billing,
16.4.12 The Subcontractor will provide a list of major suppliers
and sub-subcontractors when requested,
16.4.13 All work to conform to all Dept. of Health regulations,
whether or not they are enforced by local, state or federal
inspection agencies.
16.4.14 Notice of unclean jobsite conditions will be given to on
site Supervisor. Cleanup must be within 24 hours after that notice
has been received by him, See Article 8, Paragraph 8.8 of this
contract.
iii~-i~{~;~~te
.:;,a, G,- 2.? -1:/ ~
Initials/Date
PAGE 3 OF 4
EXHIBIT "4"
LIVING - LEARNING CENTER, LINCOLN UNIVERSITY
CHESTER COUNTY, PENNSYLVANIA
MODIFICATION TO STANDARD CONTRACT
16.4.15 In the event Subcontractor is or becomes aware of any non-
conformity in the Plans and specifications to any applicable law,
code, or regulation, Subcontractor shall give Contractor prompt
notice of same. Subcontractor shall ensure that all sub-contracts
shall require such Sub-subcontractor to give Subcontractor notice
of any such non-conformities of which Sub-contractor is or becomes
aware.
16.4.16 The Subcontractor specifically agrees that all applicable
Material Safety Data Sheets (MSDS) required pursuant to the
Hazardous Communication Standard (29 CFR Part 1910.1200) for the
proper performance of the Subcontractor's obligation, are to be
provided by the Subcontractor. The Subcontractor shall indemnify
and hold harmless eCI Construction company from any liability,
claim, loss or expense arising out of or in connection with the
failure or neglect of the Subcontractor to comply with the above
requirement. All MSDS forms are to be mailed to the subject
project site, and will reference this Subcontract and project
number.
--ry (, )j,,~
Inltials/ ate
<y2, c;, - 23 -9c.J
Initials/Date
PAGE 4 OF 4
EXHIBIT "s"
LIVING - LEARNING CENTER, LINCOLN UNIVERSITY
CHESTER COUNTY, PENNSYLVANIA
WAIVER OF LIEN
In consideration of awarding this contract to National
Earthmovers, Inc. and as a condition preceding the acceptance of
this contract by CCI Construction Company, subcontractor hereby
waives and releases any mechanic's or materialman'S lien, or claim
or right of such lien, on the owner's property and premises and
improvements, which are the subject matter of SUbcontractor's
contract. This waiver and release extends to any future
improvements that may be located on the owner's premises, This
waiver also extends to any claim or right to any mechanic's or
materialman'S lien that may arise in the future on account of the
-, labor or materials furnished or to be furnished by the
SUbcontractor pursuant to the terms of this contract.
This waiver will, in no manner prevent subcontractor from
bringing any action against CCI Construction Company, for recovery
of sums claimed owed by SUbcontractor under this contract, but
subcontractor agrees not to subject the improvements nor owner's
property to any mechanic's or materialman's lien, whether such be
statutory of constitutional.
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Initials/Date
PAGE 1 OF 1
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EXHIBIT "6"
LIVING - LEARNING CENTER, LINCOLN UNIVERSITY
CHESTER COUNTY, PENNSYLVANIA
ADDITIONAL INSURED
The fOllowing shall be included via endorsement as additional
insured for the project:
CCI Construction Company
Commonwealth of Pennsylvania Department of General
Services
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/I~ 7/l/lil
In tials'/Da e
~ G -'l.3-Q,-{
Initials/Date
Page 1 of 1
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Exhibit C
CONSTRUCTION
October 3, 1994
VIA FACSIMILE AND REGULAR MAIL
Mr. stephen Borusiewicz
National Earthmovers, Inc.
191 Penllyn Pike
Blue Bell, PA 19422
-- Re: Notice to Cure
Lincoln University (Contract No. DGS 1101-22.1)
Project No. DGS 1101-22
Dear Mr. Borusiewicz:
This letter is to serve as your official Notice to Cure. Your firm
is in violation of Articles 3, 8 and 9 of your Subcontract
Agreement dated June 16, 1994, in that National Earthmovers, Inc.
is failing to perform the work in accordance with the contract
documents; supply properly skilled workers, equipment and
materials; and maintain the Schedule of Work.
CCI Construction Company is exercising our rights under paragraph
10.1.1 of your Subcontract Agreement. National Earthmovers, Inc.
has three (3) working days to commence and continue satisfactory
correction of the aforementioned default or CCI will take
appropriate actions.
This letter is being sent via facsimile to expedite delivery. An
original will follow via registered mail.
If you have any questions, please feel free to contact me.
Sincerely,
;:;;Z;~'J COKPAHY
Thom~~~ingS
Project Manager
TJC/kmh
CCI CONSTRUCTION COMPANY
4720 Old Gettysburg Road Mechanicsburg, PA 17055
Telephone: (717) 975-5640 FAX: (717) 975.2661
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Exhibit 0
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FilE
CONSTRUCTION
November 23, 1994
SENT VIA FACSIMILE AND CERTIFIED MAIL
Mr. Raymond Gravinese
National Earthmovers, Inc.
191 Pen llyn Pike
Blue Bell, PA 19422
Re: Lincoln University (Contract No. DGS 1101-22.1)
Project No. DGS 1101-22
~ear Mr. Gravinese:
As in our letter of November 14, 1994, National Earthmovers, Inc. was
given seven (7) days Notice of Termination per Article 10.1.2 of your
subcontract dated June 16, 1994. As of this date, your seven (7) day
notice has expired without any actions by National Earthmovers, Inc.
to correct the listed defaults.
CCI offered to meet with National Earthmovers, Inc. and your attorney,
Mr. Ted Adler, on Thursday, November 17, 1994 to try and resolve the
outstanding issues as listed in our November 14, 1994 letter.
However, our offer was not accepted.
,,}
Therefore, National Earthmovers, Inc.'s lack of response to numerous
identified defaults leaves CCI with no other alternative than to
terminate your contract for the above referenced project effective
immediately.
CCI will exercise all rights afforded to us as per Article 10 of your
subcontract agreement.
Sincerely,
d!2~/~
Operations Manager
SES/vms
cc: Shane Miller - CCI Construction Company
Tom Cummings - CCI Construction company
Theodore A. Adler, Esq. - Reager & Adler
stephen B. Borusiewicz - National Earthmovers, Inc.
File 304.34
CCI CONSTRUCTION COMPANY
4720 Old Gettysburg Road Mechanicsburg. PA 17055
Telephone: 17171975.5640 FAX: (717) 975.2661
November 14, 1994
SENT VIA FACSIMILE AND REGULAR MAIL
\'V
~\lt l .
< t{\ 1f~fJ
.':pt3~~, ! <l)
Qt,f _\l~ . ~
~ c.l \r:'
\f
CONSTRUCTION
Mr. Raymond Gravinese
National Earthmovers, Inc.
191 penllyn pike
Blue Bell, PA 19422
Re: Lincoln University (Contract No. DGS 1101-22.1)
Project No. DGS 1101-22
Dear Mr. Gravinese:
I am writing to inform you that this is your official Notice of
Termination as per Article 10, paragraph 10.1.2, of your subcontract,
for the above referenced project, dated June 16, 1994, between CCI
Construction Company and National Earthmovers, Inc.
CCI's project manager, Tom cummings, and I have tried to explain to
Mr. Stephen Borusiewicz (National Earthmovers) on several occasions
what National Earthmovers' contractual obligations are. However, they
still remain unsatisfied.
For clarity, I will sununarize the outstanding issues as they currently
exist.
I. Schedule of Values - CCI has requested a detailed schedule of
values which outline each major task of work for the project,
listing each task's required material, equipment and labor
quantities and costs. The Schedule of Values received does not
provide this detailed information. CCI has been informed that
National Earthmovers is not making payment to their
subcontractors and material suppliers. Therefore, a detailed
Schedule of Values must be established in order to allow CCI to
identify the appropriate value of work in place. An example of
the requested detail Schedule of Values would be as follows:
Task Descriotion
Seepage Pits
Ouantitv
40 each
Material
Costs
$40,000
Labor
Cost
$3,000
Equipment
Cost
$2,000
II. Pavrnents - Per Article 5, paragraph 5.2.5, CCI is required to
pay National Earthmovers "no later than seven (7) days after
receipt by the Contractor of payment from the Owner for the
Subcontractor I s work." As of this writing, CCI has not been
paid on this project. However, CCI has made a good faith
eCI CONSTRUCTION COMPANY
4720 Old Gettysburg Rood Mechonicsburg, PA 17055
Telephone: (717) 975.5640 FAX: (717) 975-2661
Nationa~hmovers,
Novembe~~994
Page 2 .
Inc.
gesture to National Earthmovers, as long ago as September 13,
1994, wherein we proposed to make payments to National
Earthmovers and their subcontractors/vendors if all requirements
pertaining to Schedule of Values, copayment agreements, and work
performance were met. Additionally, CCI paid National
Earthmovers $7,500 at the beginning of the project as a good
faith gesture.
III. Work Performance - CCI has discussed the need for National
Earthmovers to perform the work within the project schedule in
a productive manner. National Earthmovers has worked
unproductively and behind schedule with equipment on lease or
rental agreements. This has placed CCI in an adverse position
due to the fact that the cost of the work incurred by
subcontractors of National Earthmovers has greatly exceeded the
scheduled values.
Therefore, CCI requested that National Earthmovers use its own
equipment to perform the work and minimize subcontracted work.
National Earthmovers agreed to bring additional equipment (owned
by National Earthmovers) to the site during our September 13,
1994 meeting, and again on October 6, 1994 at another on-site
meeting. As of this date, additional equipment has not been
provided by National Earthmovers.
In summary, CCI has requested action on the above items since early
September, and continues to receive excuses as to why they cannot be
provided. If National Earthmovers fulfills the above requirements
within the seven (7) working days afforded per Notice of Termination,
then CCI will rescind its Notice of Termination. Otherwise, CCI will
proceed with Termination and exercise all rights as outlined in
Article 10, paragraph 10.1.2.
If you have any questions, please feel free to contact me.
Stan Sechrist
Operations Manager
SES/mlc
cc: Shane Miller - CCI Construction Company
Steve Borusiewicz - National Earthmovers, Inc.
Tom Cummings - CCI Construction Company
Theodore A. Adler - Reager & Adler
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