FILED: NEW YORK COUNTY CLERK 02/23/2016 11:24 AM
`NYSCEF DOC. NO. 379
`
`INDEX NO. 159237/2013
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`RECEIVED NYSCEF: 02/23/2016
`
`or New York, llC
`
`UL 2 4 20L
`
`. _ ~akeside Drive South
`Lacey, New Jersey 08731
`Phone: (609}242-7222
`Fax: (609) 242-7422
`
`PROJECT: Applebee's
`CONTRACT: 13-011-004
`1126 Green Acres Mall
`DATE: May 21, 2013
`Valley Stream, NY 11581
`-.!.~'?-~:--~~~p~~~try -~~~~~-.
`~------- . . -
`Phone: 347-768-8857
`To: Center Line Interiors Contracting
`Fax: 212-679-1836
`Address: 303 5th Ave Suite 205
`Cell:
`New York, NY 10016
`Email:
`Contact: Martin/Leanne
`IN ACCORDANCE WITH DRAWING: TOOl; TlOl; DM101; A101; Al02; A103; A104; A201; A202; A301; A302; A303; A601; A401
`ElOO; DME200; E300; E400; E500; E700; FAlOO; FA200; MlOO; M101; DMM200; M201; M202; M300; M400; M401; M402; M403;
`M404; M405; M500; M501; M502; M503; M504; M505; M506; M507; P100; DMP200; P301; P400; P500; P600; SPlOO; SP200; SP201;
`SP300;SP400;SP500
`
`-~~·
`
`SCOPE OF WORK IS INCLUSIVE OF BUT NOT LIMITED TO THE FOLLOWING
`ALL LABOR, MATERIAL AND EQUIPMENT NECESSARY FOR:
`*Supply all labor, material, and equipment necessary for completion of the following scope per plans, specs,
`and all applicable codes; inclusive of but not limited to the following:
`-Install marine grade plywood per design, plans, and specs.
`-Install green guard weather smart.
`-Install hardi backer per plans and specs.
`-Remove required finishes as indicated on plans.
`-Re-work entry door per plans and specs.
`-2 union carpenters for 1 week.
`*A representative from your company must be present for all required inspections and make any corrections
`necessary.
`*DCM of New York to provide dumpsters.
`*Strict adherence to the schedule, to be coordinated with the DCM onsite job Superintendent.
`*All work to be completed as per project CPM.
`*All work to be in compliance with OSHA safety regulations.
`"'Strict adherence to the schedule, to be coordinated with the OCM onsite job Superintendent.
`*Owner punchlist must be completed in timeframe allocated.
`*Clean up of trade related debris on a daily basis, if clean up is not maintained DCM will supply laborers at the
`expense of this subcontractor.
`
`THIS IS THE ONLY DOCUMENT THAT INCLUDES AN AGREEMENT BETWEEN THE PARTIES (CONTRACFOR AND SUBCONTRACFOR)
`TIME IS 01.-THE ESSENCE DURIKG THIS CONTR.t\.CT. SEE TERMS :\.t'\'D CONDITIOKS.
`ALL vVOR.KTO BE IN ACCORDANCE WITH LOCAL CODES A.1\fD l.t'\1 STRICT ADHERENCE TO SPECIFICATIONS
`1\.ND APPROVED PLANS ON SrrE
`PROVIDE SUB;\JITfALS, SAi\rfPLE.') AN"D ON COMPLETION AS BUILT DRA\VIN"GS.
`ORIGII\AL INVOICES 1\:ll:ST BE SlJBJ\HTTED MONTHLY ON THE 2SfH ON THE PROVIDED PA.\'YfENI APPLICATION.
`10% RET~'\.IJ'JAGE vvTI..L BE HELD Ui\TIL THE CLOSEOUT OF PROJECT
`DCM OF NE\V.JERSEY, LLC. \:YlLL \VITHHOLD l% OF CO.l\TRACT PRICE FOR ONE YEAR OF FINLSHl-::D PROJECT
`FOR WARRANT¥ P"CRPOSE.S.
`SHOULD Al\""Y CONTRA..DICTIOK L.'l" DR.t\.. \VINGS OCCUR, SUBCO:l'\~fR.ACfOR AGREES TH/\T
`GREATER VALUE LS REPRE.SL.VfED IN PRICE.
`SUBCONTHA.CTIKG LS :JOT PEH.IviiTfED ·wiTHOUT \VRr.fTEN CO:--iSENT
`THIS CO:'-ITRACf IS BOUND BY TER.J.VfS AND CONDITIONS HEREBY ATTACHED.
`
`Date:
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`11,280.00
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`Signature: ---1!-~~=+,...-1:..__...:;::=~y;:..-------Signature: ------"'i.......,r:r-....-rT__,_~.........,...,~~------------
`ract
`ew
`rsey,
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`N BOTH ORIGINAL COPIES TO OUR OFFICE WITH ( 1 0) DAYS. ALL APPUCABLE LOCAL,
`SALES TAXES ARE INCLUDED IN THE CONI'RACT UNLESS OTHER WISE NOTED.
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`PG. 1 of 3
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`- TER.M.S AND CONDITIONS
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`PAGE 2 OF 3
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`1. DEFINITION. WHENEVER THE VoJORD SUPPUER APPEARS HEREAFTER, IT SHALL MEAN VENDOR OR SUB-CONTRACTOR. VVHENEVER THE WORD
`PURCHASER APPEARS HEREAFrER, IT SHALL MEAN DCM OF NEW YORK, LLC.
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`5.
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`8.
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`9.
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`PRINCIPAL AGREEMENT. UNLESS OTHERWISE SPECIFIED, THIS AGREET"'ENT INCLUDES THE FURNISHING OF ALL LABORS, MATERIALS,
`EQUIPt"lENT AND SUPERVISION REQUIRED TO DO THE ,WORK .
`
`INSURANCE. IF THIS AGREEMENT CALLS FOR LABOR TO BE EMPLOYED AT THE PLACE OF BUILDING, SUPPLIER SHJ'\LL FURNISH
`PURCHASER WITHIN SEVEN (7) DAYS FROf-1 THE DATE CF THE AGREEtvJENT \'VITH A CERTIFICATE OF INSURANCE FROI'-1 SUPPLIER'S
`INSURANCE CARRIER SHOWING SUPPLIER l'tt..INTAINS INSURP.NCE FOR \VORKER'S CONPENSATION AND FOR BODILY INJURY AND
`PROPERTY DAJ'11AGE UABILIT'r' FOR OPERATIONS, COtviPLETED OPERATION, CONTRACTUP.L LIABILIT'r' WITH LIMITS OF AT LEAST ONE
`MILLION DOLLARS PER OCCURENCE, OR A COMBINED SINGLE Ui"1TI OF $2,000,000.00 AND UMBRELLA. LIABILITY OF 1,000,000 IN
`EXCESS OF PRIMARY INSURANCE AND 5 MILUON EXCESS Of PRir1ARY FOR STRUCTURAL WORK, EXTERlOR WORK ABOVE 2 STORIES
`AND CRANE CONTRACTORS. SUPPLIER WILL TP..KE ALL NECESSARY PRECAUTIONS AND MAKE PROVISIONS TO WORK IN A SAFE AND
`PROPER MANOR. IT IS I\1ANDATORY TO HAVE A CERTIFICATE OF INSURANCE PER PROJECT AND PER LOCATION AGGREGATES, NAMING
`DO"l OF NEW YORK, LLC AS THE CERTIFICATE HOLDER, AS WELL AS ADDffiONAL INSURED USING ISO ADDffiONAL INSURED
`ENDORSEI\1ENT CG2010 11/85 EDillON OR ITS EQUNALENT ON A PRII'1ARY AND NONCONTRIBUTORY BASIS, MUST BE RECEIVED BY
`OUR OFFICE (PPJOR TO THE START OF ANY WORK) PROJECT NA1,1E AND LOCATION t'iUST fl.LSO BE REFERENCED AS ADDITIONALLY
`INSURED ON A PRIMARY AND CONTRIBUTORY BASIS. FAILURE TO PROVIDE CERTIFICATE OF INSURANCE AND COPIES OF
`ADDITIONAL INSURED ENDORSEMENTS FOR COVERAGES !S NOT TO BE CONSTRUED AS A WAIVER OF THE REQUIREMENTS
`TO PROVIDE INSURANCE. ALL CERTIFICATES WILL PROVIDE AT LEAST (30) DAYS PRlOR WRITTEN NOTICE OF CANCELLATION, NON(cid:173)
`RENEWAL OR fi-1ATERIAL CHANGE IN COVERAGE OF P...NY OF THE COVERAGES. ALL INSURANCE COVERAGES SHALL USE INSURANCE
`COf'lPANIES WITH A MHm·1Uf\1A.M. BEST RATING OF A-VIII. INSURANCE Cm-1PANIES SHALL BE LICENSED AND ADf'1TITED TO DO
`BUSINESS IN THE STATE WHERE THE V'JORK IS BEWG PERFORiVTED.
`
`HOLD HAPJ"lLESS/ !NDEMNIF!CATION. TO THE FULLEST EXTENT PERI\1ITTED BY LAW, THE SUBCONTRACTOR SHALL INDE~1NIFY, DEFEND
`AND HOLD HARI"lLESS CONTRACTOR AND PROJECT OYVNER, AND THE AFFILI/l.IES OF THE PROJECT OWNER, CONTRACTOR1 ARCHITECT AND
`THE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES' AND AGENTS OF THE ABOVE MENTIONED PARTIES (THE "INDE!VlNifiED
`PARTIES") FROf\-1 AND AGAINST ANY AND ALL LOSS, COST, EXPENSE, DAf\'lAGE, INJURY, UABILTIY, CLAIM, DEI-MND, PENALTY, OR CAUSE OF
`ACTION (INCLUDING ATTORNEY'S FEES) DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO (IN WHOLE OR IN
`PART) (1) THE WORK; (2) THIS PURCHASE ORDER; (3) THE .C..CTS OR OfljlSSIONS OF SUBCONTRACTOR OR ANY INDIVIDUAL, PARTNERSHIP,
`JOINT VENTURE OR CORPORATION: (A) DIRECTLY OR INDIRECTLY EMPLOYED BY SUBCONTRACTOR OR (B) FOR WHOSE ACIS OR
`OMISSIONS SUBCONTRACTOR r-1AY BE LIABLE_ THE OBLIGATION OF THE SUBCONTRP.CTOR UNDER THIS INDEI"'NIFICATION SHALL APPLY TO
`ALL 1"1ATTERS EXCEPT THOSE ARISING SOLELY FROr"l THE WANTON AND WILLFUL NEGUGENCE OR THE 1'1ALICIOUS ACfS OR 01-liSSlONS OF
`THE PROJECT OWNER OR CONTRACTOR. PROJECT Oii'!NER AND CONTRACTOR SHALL HAVE THE RIGHT TO BE REPRESENTED IN ANY ACTION,
`ADfvTINISTRATIVE OR LEGAL PROCEEDING BY COUNCEL OF THEIR OWN SELECTION AT SUBCONTRACTORS EXPENSE. THE OBUGATIONS OF
`SUBCONTRACTOR UNDER THIS SECTION SHALL SURVlVE THE EXPIRATION OR THE OTHER TERI>1INATION OF THE SUBCONTRACT; WAIVER
`OF SUBROGATION ENDS IN DCM'S FAVOR.
`
`LABOR. ALL LABOR Et"'PLOYED BY SUPPUER IN CONNECTION WITH THIS WORK IS TO BE SUCH AS WILL BE IN Hfi_RMONY WITH PREVA1UI\IG
`WORKING CONDITION AND LAW ENFORCEHENT AGENOES AT THE PLACE OF BUILDING.
`
`EXTRAS AND CREDITS. NO ALTEF.ATIONS SHALL BE MADE IN THE VI/ORK COVERED BY THIS CONTRACT EXCEPT UPON THE WRffiEN
`ORDER OF DCf-.lf OF NEW YORK, LLC. OR ITS AUTHORIZED REPRESENTATIVE AND WHEN SOt--lADE THE VALUE OF THE WORK ADDED OR
`OMITTED SHALL BE STATED IN SAID ORDER r>.ND THE At•10UtH t'\DDED TO OR DEDUCTED FROI'-1 THE CONTRACf PRICE_
`
`INSPECTION. ALL DIMENSIONS AND CONDillONS f··lUST BE CHECKED AND VERIFIED BY SUPPUER AT THE PLACE OF BUILDING. ALL
`WORKrlJANSHIP AND MATERIALS ARE SUBJECT TO PURCHASER'S APPROVAL SUPPLIER 15 TO f'iAKE GOOD f'.LL Df>.f·1AGE TO SUPPLIER'S
`WORK BY OTHERS AND ALL DAf'iAGE BY SUPPLIER TO ANY OTHER WORK OR 1'-iATEPJP.LS.
`
`PERMITS AND LEGAL REQUIREMENTS. ALL WORK SHALL BE SATISFACTORY TO i·lUNIOPAL INSURANCE AND OTHER JUR.ISDICT10N . .O,L
`AUTHORITIES. SUPPUER IS TO PROCURE AND PAY FOR ALL PER~'liTS AND CERTIFICATES TO EXECUTE THE WORK AND TO EVIDENCE ITS
`PROPER CO!'!PLETION.
`
`PERFORMANCE. TlHE OF THE PERF0Rf-1ANCE IS THE ESSENCE AND THIS ORDER IS SUBJECT TO CANCELL.A.TION LN VVHOLE OR. IN PART AT
`THE DISCREITON OF THE PURCHASER Af~D THE ISSUANCE OF A NEW ORDER TO OTHERS, IF T1!V1ELY PERFORt:lANCE OR DEUVERY IS NOT
`i'1ADE, OR IF THE ITEI"lS ARE NOT IN ACCORDANCE WITH THIS ORDER OR IF THE ITEMS OR SERVICES ARE UNSATISFACIORY TO THE
`PURCHASER OR BY REASON OF THE FAULT OR F.A.lLURE TO PERFORI'1..0.NCE BY THE SUPPLIER, OR IN THE EVENT OF CANCELLATION OF THE
`SUPPLIER'S INSURANCE, IF ANY, SHALL BE UMTTED TO THE COST OF LABOR .ll.ND t~P..TERIAL FURNISHED. PER C.P.~1. PROVIDED WITH
`CONTRACT DURATION DATES SHALL GOVERN_
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`10. CLEAN UP. SUBCONTRACIOR SHALL AT ALL TifVlES KEEP THE PREi·liSES FREE FROi•1 ACCUMULATION OF TRASH, DEBRIS, ~-lATERIALS,
`RUBBISH OR WASTE ARISING OUT OF THE OPERATIO!~S OF THE SUBCONTRACT AND SHALL REMOVE SAME TO DUMPSTERS.
`SUBCONTRACfOR AGREES UPON TER~-'llNATING ITS WORK AT THE. SITE, TO CONDUCT GENERP-.L CLEAN-UP OPERATIONS, INCLUDING ALL
`GLASS SURFACES, WALLS, STEPS AND INTERIOR FLOORS AND WALLS IN ACCORDANCE WITH THE REQUIREMENTS OF CONTRACTOR.
`FAILURE TO PERFORM THESE REQUIRt>1ENTS WILL RESULTS IN Sf>.CKCHARGES lO THE INDIVIDUAL SUBCONTRACTOR UPON EACH
`SCHEDULED PAY~·1E!~T. IN THE EVENT A DISPUTE ARISES AI'10NG THE SUBCONTRACTOR AND fl.~!Y OTHER PROJECT PARTICIPANT AS TO THE
`RESPONSIBIUTY FOR SUCH CLEAN UP, THE CONTRACTOR f'1AY PERFORI'-1 THE CLEAN UP AND ALLOCATE THE COST AMONG THE PARTIES
`RESPONSIBLE FOR KEEPING THE PROPERTY FREE FRm-1 ACCUMULATION OF WASTE l'iATEPJALS OR RUBBISH AND DEDUCT THE COST
`THEREOF FRor•l PAYMENTS DUE. THE ALLOCATION THUS !V\.4DE BY THE CONTRACTOR SHALL BE BINDING ON THE SUBCONTRACTOR.
`
`lL CANCEllATION. IN THE EVENT OF THE Cl\.NCELLATION OR TERI"HNATION OF THE CONTR::\CT BETWEEN THE OWNER AND THE PURCHASER,
`THE PURCHASER SHALL HAVE THE RIGHT TO TERt-'1IN~.TE AND CANCEL ANY UNPERFORMED PORTION OF THE ORDER, AND THE PURCHASER'S
`RESPONSIS1Lrn' SHALL BE ONLY FOR THE COST FOR LABOR AND r-'lATERIAL FURNISHED OR THAT PART OF THE ORDER FULFILLED. IN THE
`EVENT OF THE CANCELLATION OR TERf"'INATION OF THIS ORDER, BY REASON OF FAULT, FAILURE OF PERFORMANCE, OR UNSATISFACIORY
`PERFORMANCE OF THE SUPPLIER, THEN THE SUPPLIER SHALL PAY TO THE PURCHASER AND BE LIABLE TO THE PURCHASER SUCH AMOUNT
`AS IS REQUIRED FOR TrlE PURCHASER TO CORRECf THE ACT, FAULT, FAILURE OF PERFORMANCE OR UNSATISFACTORY PERFORMANCE BY
`THE SUPPLIER WHO SHALL BE BACK CH . .O.RGED ACCORDINGLY.
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`12. GUARANTEE. UNLESS A LONGER PERIOD IS PROVIDED, ALL f.-1ATERIAL FURNISHED BY SUPPLIER HERE UNDER SHAU BE AND REMAIN FREE
`FROM DEFECTS OF ANY KIND FOR A PERIOD OF ONE (1) YEAR AFTER DATE OF FINAL ACCEPTANCE Of THE WORK BY PURCHASER, AND ANY
`DEFECTIVE WORK OR NATERIALS ARE TO BE REPP.JRED BY SUPPUER WITHIN THREE (3) DAYS OF NOTICE THEREOF1 WITHOUT EXPENSE TO
`PURCHASER. NO INTERIM PAYf'I,ENT TO SUPPUER IS TO BE CONSTRUED AS AN ACCEPTANCE OF DEFECTIVE OR IMPROPER WORK OR
`1"1ATER1ALS. ONLY F1NAL PAYMENT SHALL BE EVIDENCE OF PER.F"'RHAf~CE BY SUPPU~P..
`
`SIGN:~tvl~tt----~b..:.___· -7~4--f-7'~~· ---
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`PAGE 3 OF 3
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`13. AlTERNATIVE DISPUTE RESOLUTION. ANY CONTROVERSY OR CLAIM ARJSING OUT OF OR REUJ.TED TO THIS PURCHASE ORDER OR THE
`BREACH THEREOF, SHALL, AT THE DISCRffiON OF THE CONTRACTOR, BE SEITLED BY ARBITRATION OR LITIGATION. IF THE CONTP~A.CTOR
`CHOOSES ARBITRATION, SUCH PROCEEDING SHALL BE IN ACCORDANCE WITH THE CONSTRUCTION INDUSTRY ARBITRATION RULES OF THE
`AMERICAN ARBITRATION ASSOCIATION. JUDGEt<lENT UPON THE AWARD RENDERED BY THE ARBITRATIOR OR ARBITRATORS tvJAY BE ENTERED
`IN ANY COURT HAVING JURISDICTIONS THEREOF. ARBITP..ATION t--1AY INCLUDE, BY CONSOUDATION OR JOINDER, ANY REQUIRED PARTY IF
`COMPLETE REUEF IS TO BE AFFORDED IN THE ARBITRATION. IN THE ALTERNATIVE, AND AT THE DISCRETION OF THE CONTRACTOR, ALL
`DISPUTES SHALL BE SETTLED IN THE STATE OFNEW JERSEY SUP'I.:RIOR COURT, LAW DIVISION OF CHANCERY DIVISION.
`
`14. ASSIGNMENT. NEITHER THIS PURCHASE ORDER OR ANY PART THEREOF, NOR INTEREST SHALL BE ASSlGNED OR TRANSFERRED BY
`OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN APPROVAL OF PURCH.O...SER. ANY ATTE~·1PT WITHOUT SUCH APPROVAL
`SHALL CAUSE ENTIRE PURCHASE ORDER TO BE NULL AND VOID.
`
`15. PAY-WHEN-PAID. THE SUBCONTRACTOR AGREES THAT CONTRACTOR SHALL BE UNDER NO OBLlGATION TO PAY THE SUBCONTRJl.CTOR
`FOR ANY WORK DONE ON THIS PROJECT UNTIL AND UNLESS CONTRACTOR HAS BEEN PAID THEREFORE BY THE OWNER.. ALL PAYHENTS ARE
`EXPRESSLY CONTINGENT UPON AND I\1ADE SUBJECfTO THE CONDITION THAT CONTRACTOR SHP..LL RECEIVE FROM THE OWNER PROGRESS
`OF FINAL PAYMEt-rrs OF THE AMOUJ~TS BEING CLAIMED BY THE SUBCONTRACTOR ON ACCOUNT OF WORK DONE BY THE SUBCONTRJ'l,CTOR
`ON THIS PROJECT. THE Trt>1E WHEN SUCH PAYf'vlENTS SHALL BE DUE THE SUBCONTRACTOR SHALL BE POSTPONED UNTIL CONTRACTOR HAS
`RECEIVED SAME FROr"' THE OWNER MD THE SUBCONTRACTOR HEREBY EXPRESSLY ACCEPTS THE RISK THAT HE WILL NOT BE PAID FOR
`THE WORK PERF0Rf'1ED BY Hlr•1 IN THE EVENT THAT CONTRACTOR, FOR WHATEVER REASON, IS NOT PAID BY THE OWNER FOR SUCH WORK.
`THE SUBCONTRACTOR FURTrlER AGREES AND ACKNOWLEDGES THAT HE RELIES PRIMARILY FOR PAYMENT FOR WORK PERFORI'-'lED ON THE
`CREDIT .t..ND ABILl"TY TO PAY OF THE OVVNER TO CONTRACTOR FOR VVORK PERFOR.i"'iED BY THE SUBCONTRACfOR SHALL BE A CONDIT10N
`PRECEDENT TO ANY PJ>.YMENT OBILGATION OF CONTRACTOR TO THE SUBCONTRACTOR. WHEr-J REQUESTED BY THE CONTRACTOR, THE
`SUBCONTRACfOR SHALL FURNISH A COt"lPLETE BREAKDOWN OF ITEI\1S COVERED BY THIS ti.GREEMENT, GIVING UNIT PRICES FOR EACH.
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`16. O.S.H.A. ITIS THE SUB-CONTRACTORS RESPONSIBILITY TO FOLLOW ALL O.S.H.A. REGULATIONS, AS REQUIRED BY INCLUDING
`rv1AWTAINING f·'I.S.D.S. (1'-1ATERIAL SAFffi' DATA SHEET) DOCUHENTATION AT JOB SITE OF EACH PRODUCT USED AND PROVIDING THlS
`OFFICE WITH A COPY OF THE SM-1E FOR OUR FIELD OFFICE' REGISTER.
`
`17. CONTRACTOR REMEDIES. IF THE SUBCONTRACTOR DEFAULTS OR NEGLECTS TO CARRY OUT THE WORK If-J ACCORO.l\NCE WITH
`THIS PURCHASE ORDER .6.ND FAlLS WITHIN THREE (3) WORKING DAYS AFTER RECEIPT OF WRITTEN NOTICE FROI""l THE CONTRACTOR TO
`COMMENCE AND CONTINUE CORRECTION OF SUCH DEFAULT OR NEGLECT WITH DILlGEr-JCE AND PR01•1PTNESS OR FAILS WITHIN SUCH
`THREE (3) DAYS TO EUi'-HNATE (OR DIUGENTLY C01"1~·1ENCE TO ELHIIINATE) SUCH DEFAULT, INCLUDING THE DISCHP..RGE OF A FILED LIEN,
`THE CONTRACTOR f'1AY, WITHOUT PREJUDICE TO ANY OTHER REMEDY HE MAY HAVE, MAKE GOOD SUCH DEFICIENCES AND l'ti\Y DEDUCT
`THE COST THEREOF FROH THE PAYr1ENTS THEN OR THEREAFTER DUE THE SUBCONTRACTOR IN SUCH CP.SE AN APPROPRIATE CHANGE ORER
`SHALL BE ISSUED. IF PAYMENTS THEN OR THEREAFTER DUE THE SUBCONTR.l;CTOR .O.RE NOT SUFFICIEIH TO COVER Ai•10UNTS DUE
`CONTRACTOR, SUBCONTRACTOR SHALL PAY DIFFERENCE TO CONTRACTOR.
`
`18. NO DAMAGES FOR DELAY. SUBCONTRACTOR A.CKNOWLEDGES TH/I.T THE CONTRACT PRICE IS BASED ON THE FACT TH.O.T'THE
`CONTRACTOR IS NOT UABLE ABSENT ACTUAL FRAUD, FOR ANY DAf\1AGES OR COSTS DUE TO DELAYS, f'.CCELERATIONS, It'-1PACT,
`NON-PERFORMANCE, INTERFERENCE WITH PERFORI•1ANCE, SUSPENSION OR CHANGES JN PERFOR1'1ANCE OR SEQUENCE OF THE
`SUBCONTRACTOR'S WORK EVEN IF CONTP~A.CTOR WRONGFULLY DENIES AN EXTENSION OF TII'1E TO THE SUBCONTRACTOR. THUS,
`IN NO EVENT, ABSENT ACTUAL FRAUD, SHALL THE CONTRACTOR BE LL~BLE TO THE SUBCONTRACTOR FOR ANY DAMAGES CAUSED
`BY DELAY, ACCELERATION, INTERFERENCE, SUSPENSIOf~, NON-PERFORJ¥1ANCE OR CHANGES IN THE SEQUENCE OF PERFORMANCE
`OR H-.1PACT UPON OR WITH THE WORK OF THE SUBCONTRACTOR.
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`19. TERMINATiON. IF SUBCONTP..ACTOR REFUSES OR FAILS TO SUPPLY ENOUGH PROPERLY SKILLED WORKERS OR PROPER MATERIALS OR
`EQUIPI'-1ENT, FAILS TO 1•1AKE PAY~·1ENT TO SUPPLlERS, DISREGARD LAWS, ORDINANCES, RULES, REGULATIONS OR ORDERS Of A PUBLlC
`AUTHORIW HAVING JUP..ISDICTION, DISREGARDS THE lNSTRUCfiONS OF CONTRACTOR, ARCHITECT OR THE PROJECT OVVNER (WHEN SUCH
`INSTRUCTIONS ARE BASED ON THE REQUIREii1ENTS OR SUBCONTRACT DOCUfv1ENTS), FAILS TO DILIGENTLY PROCEED WITH THE \/JORK FOR
`A PERIOD OF THREE (3) CONSECUTIVE DAYS, FAILS TO CURE ANY LABOR STRHZE, WORK STOPPAGE, OR LABOR DISPUTE WITHIN FORTY(cid:173)
`EIGHT (48) HOURS OF WRITTEN NOTICE FR0!'--1 CONTRACTOR, OTHERWISE DOES NOT FULLY COtviPLY INITH T.HE SUBCONTRACT
`DOCUMENTS, OR INPROPERLY FILES A LIEN OR FAlLS TO DISCHARGE A LIEN FILED BY ONE OF ITS SUBCONTRACTORSiSUPPLIERS, THEN IN
`ANY OF SUCH EVENTS, CONTRACTOR MAY, WITHOUT PREJUDICE TO ANY OTHER RIGHTS OR REI"'1EDIES OF THE CONTRACTOR Af\!0 AFTER
`GIVING THE SUBCONTRACTOR AND THE SUBCONTRACTORS SURETY, IF ANY, UPON SEVEN (7) DAYS' WRITTEN NOTICE (EXCEPT IN C.ll.SES
`OF EMERGENCY IN WHICH CASE NO NOTICE SHALL BE REQUIRED), TERMINATE THE SERVICE OF THE SUBCONTRACfOR. TO THE EXTENT THE
`COSTS OF COMPLffiNG THE WORK EXCEED THOSE COST WHICH WOULD HAVE BEEN PAYABLE TO THE SUBCONTRACTOR TO CQr.!iPLETE THE
`INORK (EXCEPT SUBCONTRACTOR'S DErAULT). SUBCONTRACfOR WILL PAY THE DIFFERENCE TO CONTRACTOR, AND THIS OBLIGATION FOR
`PAYr-1ENT SHALL SURVIVE TERi,llNATION OF THE SUBCONTRACT.
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`20.
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`liQUIDATED DAMAGES. SUBCONTRACTOR UNDERSTANDS FROf-1 THE NATURE OF THE SUBJECT l"iATTER OF THIS SUBCONTRACT THAT THE
`CONTRt>.CTOR WILL SUFFER LOSS AND DAMAGES HJ THE EVENT OF SUBCONTRACTOR'S FAILURE TO COi'"iPLETE THE WORK WITHIN THE
`SPECIFIED CONTRACT Tif'1E AND THE DETERMINATION OF THE AMOUf'IT OF SUCH LOSS AND DAI\1AGES OF THE CONTRACTOR FOR SUCH
`FAILURE WOULD BE DIFFICULT, IF NOT lf\-1POSSIBLE TO ASCERTAIN. THEREFORE, SUBCONTRACTOR AGREES TO PAY THE CONTRACTOR {.~NO
`T"rlE CONTRACTOR t'-1AY DEDUCT FROr"l ANY MONIES DUE OR PAYABLE OR TO BECOr·1E DUE OR PAYABLE TO SUBCONTRACTOR UNDER THE
`PROVISIONS OF THE SUBCONTRACTOR DOCUIV!ENTS) AS AND FOR UQUIDATED AND AGREED DM'lAGES WHICH WILL BE SUFFERED BY THE
`CONTRACTOR, AND NOT AS .A. PEN.A.LTY, FOR SUCH FAILURE, COST TO RECTIFY. SUBCONTRACTOR ACCEPTS ALL CH.ll,RGES TO REI\iEDY AND
`COfvJPLETE WORK PER CONTRACT SCOPE. MONIES WILL BE DEDUCTED If•1f\1EDIATLEY FROM PENDING INVOICES. CONTRACTOR RESERVES
`THE RIGHT TO SEEK COi"1PENSATION IF THE CH.ll,RGES ARE OVER CONTRACT Af\o10UNT.
`
`21. LIENS. IF ANY SUBCONTRACTOR, LABORER OR MATEEIAU•1AN OF SUBCONTRP1CTOR OR ANY PERSON OR ENTITY DIRECTLY OR INDIRECTLY
`ACTING fOR OR THROUGH IT FILES A f'1ECHANIC'S OR CONSTRUCTION LEIN, STOP NOTICE OR OTHER CLAif\1 AGAINST THE PROJECT, THE
`PROPERTY, OR ANY PART THEREOF, AGAINST tvJONIES DUE OR TO BECOME DUE FROI'-'1 THE OWNER TO CONTRACTOR OR FROfvl CONTRACTOR
`TO SUBCONTRACTOR, THE SUBCONTRACTOR AGREES TO SASTIFY, REMOVE, OR DISCHARGE SUCH LIENS OR CLAIMS AT ITS OWN EXPENSE
`BY BOND, PAYt·1ENT OR OTHERWiSE 'NITHIN FIVE (5) DAYS OF THE DATE OF FILING THEREOF. IF THE SUBCONTRACTOR SHALL FAIL TO DO
`50, CONTRACTOR SHALL HAVE THE RIGHT, IN /l.DDillON TO ALL OF THE RIGHTS AND REf\'1EDIES PROVIDED 5Y THE CONTRACT DOCUI"'ENTS
`OR LAW, TO SATISFY, REt•lO\/E, OR DISCHARGE SUCH LIENS OR CLAH1S BY WHATEVER MEANS CONTRAGOR CHOOSES AT THE EN"TIRE
`EXPENSE OF THE SUBCONTRACTOR INCLUDING LEGAL FEES. CONTRACT SHALL. HAVE THE RIGHT TO RETAIN OUT OF ANY PAYMENTS DUE OR
`TO BECOME DUE TO SUBCONTRACTOR A REASONABLE ,O..MOUNT TO PROTECT CONTRACTOR FROr•l ANY AND ALL LOSS, DAHAGE OR EXPENSE
`INCLUDING ATTORNY'S FEES ARISING OUT OF OR RELATING TO ti.NY SUCH CLA.Ir-1 OR UEN UNTIL THE CLAIM OR LIEN Hfl.S BEEN SATISFIED
`BY SUBCONTRAGOR.
`
`SIGN:
`
`DATE: ,; f~r:S
`-
`EE5 D T To .::;ue coNTRACT MN woRI.! coV[;R.m UNDr:::n nm; PURCHASE ORDE w OUT 1 HE EXPRESSED
`OF NEW YORK, LLC. WHICH SAID CONSENT ti\AYBE WITHHELD WITHOUT REASON.
`
`