HomeMy WebLinkAbout208 W 1st St 12-136 Electrical.�
MAR 14 2W
CITY OF SANFORD
B
- BUILDING & FIRE PREVENTION
PERMIT APPLICATION
97 O0o
Application No: Documented Construction Value: $ S
Job Address: a!Dc> l_,..) • d cam'@ Historic District: Yes ❑ No ❑
Parcel ID • Zoning:
Description of Work: r C 6 , W� r �A
Plan Review Contact Person: Title:
Phone: Fax: E -mail:
Property Owner Information
Name Phone:
Street: Resident of property?
City, State Zip:
r ,
/ `Contractor Information / —7 c�
Name �1,.Gc+ �� L 4— t���s Phone: y (i l 3�' U
Street: - ,� /'�. `5 A ��a -.,<� _1Y ( I.,c� �$d' Fax:
E` City, State Zip: ' CJr,r\A -o P` 2-� Pzgocj -W��ty State License No.:
Name:
Street:
City, St, Zip:
Bonding Company:
Address
Architect /Engineer Information
Phone:
Fax:
E-mail:
Mortgage Lender:
Address:
PERMIT INFORMATION
Building Permit
Square Footage:
No. of Dwelli Units:
Electrical Ed
New Service — No. of AMPS:
Construction Type: 8t%,J Calm No. of Stories;
yon
Flood Zone:
Mechanical 0 (Duct layout required for new systems)
4 yb
Z �8
Plumbing 0
New Construction - No. of Fixtures:
Fire Sprinkler /Alarm 0 No. of heads:
POWER OF ATTORNEY
Date: t 0
J
I hereby name and appoint �2
of G- `'Oc_ . to be my lawful attorney -in -fact to
act for me and apply to the Division of Building Safety for a �_���L,; permit
for work to be performed at a location described as:
Section Township Range Lot Block
Subdivision
(Owner of Property)
(Street Address)
and to sign my name and do all things necessary to this appointment.
(Contractor Name) ( ek6r P t) (Contractor's License Number)
(Contractor Signature)
The foregoing instrument was acknowledged before me this kA day of V , of 20 \Z ,
by 1A
who is personally known tome or who produced
as identification and who did not take an oath.
Notary PdWc (Prjdt name
Seal
Cary P,T 11C,� ign/ / e) �,*0r►U4 Notary Public State of Florida
Chris G Varona
Rev 090611 p` My Commission EE047864
of h� Expires 12/08/2014
KELSEY
S
SUBCONTRACT AGREEMENT
1 THIS AGREEMENT is made this 4th day of January 2012, by and between KELSEY CONSTRUCTION, INC., with
2 its principal place of business located at 306 E. Princeton Avenue, Orlando, Florida 32804 (phone) 407/898 -4101, (fax) 407/894-
3 3180 (hereinafter referred to as "Contractor"), and E -TEC, INC. 407 - 839 -8830 phone 407 - 839 -8826 fax, with its principal
4 place of business located at 6413 Pinecastle Blvd., Suite 3, Orlando, FL 32809 (hereinafter referred to as "Subcontractor");
5 WHEREAS, the Contractor has heretofore entered a contract dated TBD hereinafter referred to as the "Prime Contract ") with
6 SUNTRUST BANK (hereinafter referred to as the "Owner") to furnish work, labor and services necessary for the
7 construction of SUNTRUST DOWNTOWN SANFORD located at 200 W First St., Sanford, FL 32771 (hereinafter
8 referred to as the "Project") in accordance with the Prime Contract documents, including plans and specifications prepared by
9 Robert Reed Wedding Architects & Planners, AIA, Inc. hereinafter referred to as "A/E "):
10
11 NOW, THEREFORE, for and in consideration of the agreements contained herein and other good and valuable consideration,
12 the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:
13
1 1. Documents and Definitions. The Prime Contract is incorporated herein by reference and 'made a part of this
2 Subcontract. The Prime Contract includes, but is not limited to, the agreement between the Contractor and Owner, the Prime
3 Contract, all addenda, modifications, revisions, drawings, specifications, details, all general, technical, supplementary and
4 special terms and conditions, as well as any and all other documents listed in or referred to by the Prime Contract. An
5 enumeration of applicable documents is listed on Exhibit "F" to this Agreement, which is attached hereto and incorporated herein
6 by this reference. The Subcontractor is bound, responsible, obligated and liable to the Contractor as the Contractor is bound,
7 responsible, obligated and liable under the Prime Contract. The term "Subcontract" as used herein shall include all documents
8 incorporated into and made a part of the Agreement between the Contractor and Subcontractor, and any revisions thereto. The
9 term "Architect/Engineer" (hereinafter referred to as "A/E ") shall be deemed to be any representative directing the Work for the
10 Owner, or any other person authorized by the Prime Contract to direct, judge, approve or reject any matter or thing connected
11 with the performance of the Prime Contract. The Prime Contract and this Subcontract shall be interpreted together and in
12 harmony with one another. Subcontractor shall be responsible for all design, technical, engineering, architectural, or other
13 professional services, which are required for the completion of work, covered by this Subcontract. However, in case of conflict
14 between the Prime Contract and this Subcontract, the stricter, greater or higher quality requirement or obligation shall govern
15 the relationship between the Contractor and the Subcontractor. A copy of the pertinent section of the Prime Contract is
16 available upon Subcontractor's request.
17
1 2. Scope of Work. Subject to the terms and conditions contained herein, Subcontractor agrees to provide everything
2 required to complete and will complete the items as described in and incorporated herein as Exhibit "A" (hereinafter referred to
3 ° as the "Work ") in connection with the construction of the Project. Such Work shall be performed in strict accord with Exhibit "A"
4 the Prime Contract and the satisfaction of the Contractor, Owner and A/E. The Work to be performed by the Subcontractor
5 includes all Work set forth in this Subcontract as well as any and all other Work incident or related thereto, including, but not
6 limited to, all Work reasonably necessary for a complete and proper installation or which is necessary to have a properly working
7 and totally acceptable system and Installation. All _work covered by this Subcontract shall be performed in a skillful and
8 workmanlike manner with all material, equipment, etc. being both new and of the best kind and grade for the purpose intended.
9 The Subcontractor agrees, without additional compensation, to perform, conform and abide by all decisions issued by the
10 Contractor when the Contractor has been directed to.perform, conform and abide by similar decisions, without additional
11 compensation, issued by the Owner or A/E. Subcontractor will furnish, at its expense, all labor, materials, scaffolding,
12 equipment, hoisting facilities, elevator service, water, heat, light, power, electric, ventilation, storage space, machinery, tools,
13 apparatus, transportation, all required shop drawings and samples and all other Items necessary for the proper performance of
14 this Subcontract and acceptance of the Project and shall perform all portions of the Work as shown and described in the plans
15 and specifications defined herein. Subcontractor hereby acknowledges that it has received, read and is thoroughly familiar with
Subcontractor Initial Contractor Initial
Rev 12/10 Page 1 of 11
C
SUNTRUST BANK — CENTRAL FLORIDA
DOWNTOWN SANFORD OFFICE
SCOPE OF WORK FOR
E -TEC INC.
Furnish and install all materials, labor, equipment, layout, supervision, and all other services required to
complete all of the ELECTRICAL as indicated, or implied, on the Contract Documents, or as specified
(including Division 0, and 1, along with coordination of all other trades and specifications, as it relates to
your work), and as required to provide a complete and fully operational system for the Owner's use as
intended, to meet all local codes / AHJ.
Sections:
018113 SUSTAINABLE DESIGN REQUIREMENTS` (Regional, recycled content, etc)
DEMOLITION* (Safe off existing building, etc)
260500 ELECTRICAL (Complete scope; incl. site electrical, drive thru, Diebold req.'s, etc.)
As it pertains to your scope of work
The below items are intended to clarify and/or amplify specific requirements of this Agreement, but do not
necessarily describe the full extent of this Scope of Work. This includes but is not limited to the following;
1. MUST BE 100% PLANS & SPECS (based on al! contract documents!)
2. This project has a quick schedule so please get all submittals in immediately; additionally, please look ahead
and ask any RFI's now, before arriving on site.
3. Include all shop drawings (if specified, prepared and stamped by a qualified licensed engineer), applicable
taxes, insurance, licenses, permitting, and the prompt submission of all submittals that pertain to this scope.
4. Comply with SunTrust Sustainable Environmental Policy (STEP), including submittal and reporting
requirements (see drawings and individual spec sections for more additional info).
5. Provide MWBE participation and reporting requirements, including submittal of initial preliminary list of direct
subcontractors or second tier subs / suppliers ASAP, and monthly reporting submitted with pay applications.
6. Provide services necessary to coordinate work with others. Notify concerned parties before proceeding with
the work that will affect them.
7. Includes coordination with existing conditions, other trades, protection of existing finishes, as well as complete
clean up after your crews, including disposal of your own trash to designated container.
8. Includes temporary power, underground or overhead to Kelsey trailer and building pad from point of
temporary service; additionally, includes work necessary in order to keep existing Drive -Thru in service.
9. Compliance with all OSHA requirements; additionally, compliance with Kelsey Safety Program, including
. safety meetings, etc.
10.Verify all field dimensions and locations of equipment and fixtures within the established layout to insure
close, neat fit with other trades.
11. Participation in project coordination meetings involving your products and/or services.
12.Cooperation with others providing goods and/or services related to yours.
13.Fumish and install all Electrical equipment and other items for a complete electrical system ready for the
Owner's operation. Any item not specifically shown in the drawings or called for in the specifications but is
normally required to conform to the intent are to be considered included.
14. Include all Electrical related work shown on other plans. This work might not be indicated on Electrical plans.
Coordinate and schedule this work shown on other plans. Coordinate and schedule this work with these
trades. For instance, Diebold drawings, demolition, phasing, irrigation timer, etc.
15.0ff- -site secure storage, and FOB jobsite delivery on an as- needed basis.
16. Protect fumished items from corrosion, deformation, and other damage during delivery, storage and handling.
17. Demolition as required for your scope of work coordinated with G.C.
18.AII site electrical requirements, including specified poles, fixtures, etc.
19. Perform all excavation, compaction, and backfill for services, and for all conduit and work inside and outside
the building that pertains to this scope. Grade to be returned to original condition.
20. Conduit for exterior connections to electrical supply, alarm and telephone as required.
21.All Electrical work; for instance: all labor, material, equipment, hoisting, unloading, receiving, storage, layout,
installing, site related, trenching, excavation, backfill, compaction, testing, inspections, fittings, conduits,
boxes, wiring, grounding, connections, occupancy sensors, fixtures, hangars, hardware, accessories,
anchors, clips, attachment, related insulation, penetrations, mounting, adjusting, hook -ups (OFCI), trim, tags,
nameplates, all ancillary materials, testing, warranties, etc. as shown or noted to provide a turnkey, complete
and fully operational Electrical system to meet local code / AHJ.
Contractor's
Subconoactor's Initials
Initials
SUNTRUST BANK — CENTRAL FLUKIUA
DOWNTOWN SANFORD OFFICE
SCOPE OF WORK FOR
E TEC INC.
22.Installation of Tridium/JACE panel, including all associated materials, terminations & wiring as required;
including: wiring of smoke detectors, remote annunciators, etc. (Note: there will be no separate controls
contractor)
23.AI1 Diebold plans requirements as called out to be provided by the Owner's Electrical Contractor (E.C.) are
included.
24. Electrical Contractor to provide and pull all alarm wires, tag and continuity test unless part of Diebold contract.
26. Includes all sleeving and / or core drilling if necessary for items that pertain to this scope.
26.Access doors as required for your scope of work.
27. Penetrations (rated if required) through walls.
28. Sub - Contractor shall make use of all Contract Documents to provide a complete working installation.
29. Sub - Contractor shall employ an experienced Superintendent to oversee all work related to this scope and will
maintain proper supervision onsite at all times while work is progressing.
30.This job requires a conscientious, safety - oriented crew that needs minimal supervision; additionally, your work
will need to be coordinated to minimize any disruption of the Owner's ongoing operations, as the existing
stores are already open.
31.Weekly attendance at the jobsite Progress and Coordination Meetings while work pertaining to this scope is
being performed is mandatory. Attendance at meetings begins 2 weeks prior to work start.
32. Update Kelsey's on -site As- Builts for this trade's work.
33.AII required insurance certificates, submittals, warranties, certifications, training, spare parts, as- builts, and
post - completion services specified.
Clean up is to be done on a daily basis or more often as deemed necessary by Kelsey's jobsite superintendent.
Complete submittals shall be forwarded to Kelsey Construction for approval, within one week of the execution of
this contract
Permit: incl
Site related Electrical: incl
Building related Electrical: in
Tumkey Electrical Package - Total Contract $87,000
Includes Florida State Sales Tax
Contractor's
Subcontractor's initials
Initials
03/08/2012 08:15 3524893466 C &S ROOFING COMPANY PAGE 04/16
LX�MAR 0 9 2919
CITY OF SANFORD
!✓DING & FIRE PREVENTION
PERMIT APPLICATION
Master Permit: #: 12 --136
Application No: _ Documented Construction Value: $ 57,000.00
Job Address: 200 W. 1st: Street: Historic District. Xes ❑ No ❑
Parcel ID: Zoning:
Description of 'Work: New 60 mil TPO roof system w/ R -19 PolXTSO roof insulation
Plan Review Contact Person: Mike Russ, Jr. _ Title: vice - President
Phone: (352) 489 -4274 Fax: (352) 4.89 -3466 E-mail, c4- odsroofing @aol.com
Property Owner Information
Name SuATrust Bank Phone:
Street: 200 S. Orange .Avenue.
City, State Zip: Orlando, FL 32801
Resident of property? :
Contractor Information
No
Name E & S Roofing Company Plaone: (352) 489 -4274
Street: P.O. Box 730 _ Tax: (352) 489 -3466
City, State Zip: Dunnell,on,_ j:L 34430 ,.T State License No.: CCCO15610
Architect/Engineer Information
Name: _N /A Phone:
Street:
City, St, Zip:
Bonding Company: N/A --
Address:
Building Permit 12 Roofing
Square Footage: 58 squares
No. of Dwelling Units: N/A „
Electrical ❑
Fax:
E -mail:
Mortgage Lender:
Address:
PERMIT INFORMATION
Construction Type: New
Flood Zone:
New Service -- No. of AMPS:
Mechanical ❑ (Duct layout required for new systems)
Plumbing ❑
No. of Stories: 1
New Constructions - No. of Fixtures:
.Fire Sprinkler /Alarm ❑ No. of heads:
03/08/2012 08:15 3524893466 C &S ROOFING COMPANY PAGE 05/16
Application is hereby made to obtain a permit to do the work and installations as indicated. I certify that no
work or installation has commenced prior to the issuance of a permit and that all work will be performed to
meet standards of all laws regulating construction in this jurisdiction. I understand that a separate permit
must be secured for electrical work, plumbing, signs, wells, pools, furnaces, boilers, heaters, tanks, and
air conditioners, etc.
OWNER'S AFFIDAVIT: I certify that all of the foregoing information is accurate and that all work will
be done in compliance with all applicable laws regulating construction and zoning.
WARNING TO OWNER: YOUR FAILURE TO RECORD A NOTICE OF COMMENCEMENT MAY
RESULT IN YOUR PAYING TWICE FOR IMPROVEMENTS TO YOUR PROPERTY. A NOTICE
OF COMMENCEMENT MUST BE RECORDED AND POSTED ON THE JOB SITE BEFORE THE
FIRST INSPECTION. IF YOU INTEND TO OBTAIN FINANCING, CONSULT WITH YOUR
LENDER OR AN ATTORNEY BEFORE RECORDING YOUR NOTICE OF COMMENCEMENT.
NOTICE: in addition to the requirements of this permit, there may be additional restrictions applicable to this
property that may be found in the public records of this county, and there may be additional permits required
from other governmental entities such as water management districts, state agencies, or federal agencies.
Acceptance of permit is verification that I will notify the owner of the property of the requirements of Florida
Lien Law, FS 713.
The City of Sanford requires payment of plan review fee. A copy of the executed contract is required in order
to calculate a plan review charge. if the executed contract is not submitted, we reserve the right to calculate the
plan review fee based on past permit activity levels. Should calculated charges exceed the documented
construction value when the executed contract is submitted, credit will be applied to your permit fees when the
permit is released.
37/z—
Signature of owner /Agent Date nature or C' raCtor /A nt Data
Print Owner /Agent's Name Ptint Crnt ractor /ARcnt'g Name
/ l
Signature of Notary- 6t<Ite of Florida Date Signature of Notary-State of Florida — Bate
Owner /Agent. is Personally Known to Me or
Produced iD Type of ID
APPROVALS: ZONING:
COMMENTS:
Rev 11.08
UTILITIES:
ENGINEERING: FIRE:
L4!6—"�
I%THL � EN P. WEILER
R Commission # Dd 979242
Expires June 26, 7.094
'` BandMt rtw Tmy F qa fnOUmnrn f<np3II5•TOtp
Contractor /Agent is ^_ Personally Known to Me or
Produced ih Type of 1D
WASTE WATER:
BUILDING-
03/0812012 08:15 3524893466 C &S ROOFING COMPANY PAGE 06116
KELSEY
!• Slnca 1421!
SUBCONTRACT AGREEMENT �
1 THIS AGREEMENT Is made this 4th day of January 2012, by and between KELSEY CONSTRUCTION, INC ", with
2 its principal place of business located at 306 E. Princeton Avenue, Orlando, Florida 32804 (phone) 407/898 -4101, (fax) 407/894-
3 3180 (hereinafter referred to as "Contractor"), and C & S ROOFING, INC" 352A894274 phone 352 -489 -466 fax,
4 with Its principal place of business located at P.O. Box 730, Dunnellon, FL 34430 (hereinafter referred to as "Subcontractor");
5 WHEREAS, tho Contractor has heretofore entered a contract dated TDD hereinafter referred to as the "Prime Contract ") with
6 SUNTRUST BANK (hereinafter referred to as tha "Owner") to furnish work, labor and services necessary for the
7 construction of SUNTRUST DOWNTOWN SANFORD located at 200 W First St., Sanford, FL 32771 (hereinafter
8 referred to as the "Project ") in accordance with the prime Contract documents, including plans and specifications prepared by
9 Robart Reed Wedding Architects & Planners, AIA, Inc. hereinafter referred to as "A /E "):
10
11 NOW, THEREFORE, for and in consideration of the agreements contained herein and other good and valuable consideration,
12 the receipt and sufficiency of which Is acknowledged, the parties hereto agree as follows:
13
1 1_ Doc Monts and Definitions, The Prime Contract Is incorporated herein by reference and made a part of this
2 Subcontract. The Prime Contract Includes, but Is not limited to, the agreement between the Contractor and Owner, the Prime
3 Contract, all addenda, modlficatlons, revisions, drawings, specifications, details, all general, technical, supplementary and
4 special terms and conditions, as well as any and all other documents listed In or referred to by the Prime Contract, An
5 enumeration of applicable documents Is listed on Exhibit °F" to this Agreement, which is attached hereto and Incorporated herein
6 by this reference. The Subcontractor Is bound, responsible, obligated and liable to the Contractor as the Contractor Is bound,
7 responsible, obligated and liable under the Prime Contract. The term 'Subcontract" as used herein shall include all documents
8 incorporated into and made a part of the Agreement between the Contractor and Subcontractor, and any revisions thereto. The
9 term "Architect/Englneer" (hereinafter referred to as "A/E ") shall be deemed to be any representative directing the Work for the
10 Owner, or any other person authorized by the Prime Contract to direot, judge, approve or releCt any matter or thing connected
11 with the performance of the Prime Contract: The Prime Contract and this Subcontract shall be Interpreted together and in
12 harmony with one another. Subcontractor shall be responsible for all design, technical, engineering, architectural, or other
13 professional services, which are required for the completion of work, covered by this Subcontract. However, in case of conFlict
14 between the Prime Contract and this Subcontract, the stricter, greater or higher quality requirement or obligation shall govern
15 the relationship between the Contractor and the Subcontractor. A -copy of the pertinent section of the Prime Contract is
16 available upon Subcontractor's request.
17
1 2. 5coon of Work Subject to the terms and conditions contained herein. Subcontractor agrees to provide everything
2 required to complete and will complete the items as described In and Incorporated herein as 5Xhlblt "A" (hereinafter referred to
3, as the "Work ") in connection with the construction of the Project_ Such Work shall be performed in strict accord with Exhibit "A"
4 the Prime Contract and the satisfaction of the Contractor, Owner and AIE. The Work to be performed by the Subcontractor
5 includes all Work set north in this Subcontract as well as any and 211 other Work incident or related thereto. Including, but not
6 limited to, all Work reasonably necessary for a complete and proper installation or which Is necessary to have a properly working
7 and totally acceptable system and installation. All work covered by this Subcontract shalt be performed in a skillful and
8 workman)ike manner with all material, equipment, etc. being both new and of the best kind and grade for the purpose Intended.
9 The Subcontractor agrees, without additional compensation, to perform, conform and abide by all decisions issued by the
10 Contractor when the Contractor has been directed to perform, conform and abide by similar decisions, without additional
11 compensation, Issued by the Owner or A/E. Subcontractor will furnish, at its expense, all labor, materials, scaffolding,
12 equipment, hoisting facilities, elevator service, water, heat, light, power, electric, ventilation, storage space, machinery, tools,
13 apparatus, transportation, all required shop drawings and samples and all other Items necessary for the proper performance of
14 this Subcontract and acceptance of the Project and shall perform all portions of the Work as shown and described in the plans
15 and specifications defined herein. Subcontractor hereby acknowledges that it has received, read and is thoroughly familiar with
Subconb%k,cfor Initial Contractor Initlal
Rev 12110 Page 1 of 11
03/08/2012 08:15 3524893466 C &S ROOFING COMPANY PAGE 07/16
r:
✓ 16 said plans and specifications and that the methods, sequences and procedures described therein far said work area lee
17 aria correct agreed upon
18
1 3. TIWA of orrimpricement Pro ress and Pa ormance.
2 (a) Subcontractor agrees to Immediately prepare for performance of all Work hereunder and to be prepared to begin
3 such Work as soon as instructed by Contractor. if, for any reason, Contractor does not commence work an the Project, or
4 Contractor's work on the Project is stopped prior to the commencement of work under this Subcontract, Contractor shall have no
5 further obligation to the Subcontractor. A preliminary project schedule Is Incorporated herein ea Exhibit "E ". The schedule is
6 provided to alert the Subcontractor of the relationship of his work to the other trades and to the progress of the Prime Contract,
7 it is the responsibility of the Subcontractor to check periodically with the Contractor's field supervisory personnel to determine
8 the status of the schedule. The Subcontractor is not to rely solely on the schedule as establishing the date on which it will start.
9 The Work is to progress in accordance with Exhibit "I-", the latest updated version of Exhibit "E ", or as directed by the Project
10 Superintendent, whichever is most stringent. The Subcontractor shall comply with the durations, the relationships and the
11 sequencing of the activities indicated.
12 (b) The ,Subcontractor shall proceed with each and every part of this Subcontract In a prompt and diligent manner. The
13 Subcontractor, without additional compensation, shall perform this Subcontract at such times, in such order, and In such manner
14 as the Contractor may direct. Unless otherwise provided, working hours shall be from 7:00 A.M. to 3:30 P.M.,. Monday through
15 Friday. The Subcontractor shall commence, continue and complete Its performance of the Project so as not to delay the
16 Contractor, the Owner, other contractors or subcontractors, completlon of this Subcontract, the Prime Contract, or any portions
17 thereof, and so as to insure completion of this Subcohtract, or portion thereof. This provision is a material provision of this
18 Subcontract, and time is of the essence of all obligations of Subcontractor under this Subcontract. The Subcontractor shall
19 furnish suMcient forces to assure proper performance of this Subcontract in strict compliance with all performance schedules;
20 however Contractor makes no representation that Subcontractor will be able to commence, prosecute or complete the Work in
2.1 accordance with the performance schedule. Subcontractor shall, from time to time, on demand of the Contractor, give adequate
22 evidence to the Contractor to substantiate the planned performance and progress of this Subcontract and the various parts
23 thereof. The Subcontractor, without additional cost to Contractor, shall promptly increase Its work force, accelerate Its
24 performance, work overtime, work Saturdays, Sundays and holidays, all without additional Compensation, if, In the opinion of the
25 Contractor, such work is necessary to maintain proper pingress. The Subcontractor shall conform to the Contractor's hours of
26 work. No premium time will be acknowledged or paid unless pursuant to a written authorization by the Contractor. The
27 Subcontractor shall neither delay nor adversely affect the performance of the Contractor or any other contractor or subcontractor
28 working on or related to the Project. If the Subcontractor should so delay or threaten to delay the progress or performance of
29 this Subcontract, or cause any actual or potential damage or liability to the Contractor, then Subcontractor may be deemed in
30 breach of this Subcontract, and in addition to other remedies available to Contractor as specified in Paragraph 25 herein, shall
31 indemnify and hold the Contractor harmless from any and all claims and damages, Including, but not limited to, attomey's fees
32 and shall be directly liable to Contractor for such amounts. Further, in the event Owner shall assess any delay damages against
33 Contractor, Contractor shall be entitled to deduct any and all such assessments that are directly attributable to delays caused by
34 Subcontractor from any amounts owing to Subcontractor under this Subcontract. The Subcontractor will fully cooperate and
35 coordinate its work with the Contractor and any other contractor or subcontractor at the project. The Subcontractor shall bear
36 the costs of all damages caused by it to other contractors or subcontractors for any damages caused by or resulting from acts or
37 omissions of the Subcontractor. The liability of the Subcontractor shall not be deemed waived by any assent or acquiescence
38 by the Contractor to the Subcontractor's late performance. The Contractor shall be entitled to terminate this Subcontract due to
39 late or threatened late performance. In the event any other contractor or subcontractor should damage the Subcontractor, the
40 Subcontractor shall neither seek nor be entitled to any compensation from the Contractor, but will seek Its damages directly from
41 such other party. The Subcontractor acknowledges that this Subcontract price is based on the fact that the Contractor is not
42 liable to the Subcontractor, absent any actual fraud or intentional and active tortlous act, for any damages or costs due to
43 delays, accelerations, loss of efficiency, non performance, interference's with performance, suspensions, or changes In the
44 performance or sequence of the Subcontractor's work. Should the Subcontractor's performance, In whole or in part, be
45 interfered with or delayed, or be suspended In the commencement, prosecution or completion, for reasons beyond the
46 Subcontractor's control and without its fault or negligence, the Subcontractor shall be entitled to an extension of Hme In which to
47 Complete this Subcontract; but only If It shall have notified, in writing, the Contractor of the cause of delay within two days of the
48 occurrence of the event, and provided a similar extension of time, if needed, Is allotted to the Contractor by the Owner. The
49 Subcontractor shall not be entitled to additional compensation, whether under a theory of delay damage, acceleration,
50 constructive acceleration, loss of efficiency, loss of productivity, or other scheduling- related claim, unless the Contractor
51 receives compensation from the Owner as a result of a claim by Subcontractor for such damages which has been passed
52 through by the Contractor to the Owner. The Contractor owes no damage, duty, obligation, or liability to the Subcontractor as a
53 result of any delay, Interference, suspension, or other event, except for seeking an extension of time from the Owner. To the
54 extent that Subcontractor causes or contributes to a delay(s) In the Project and such delay(s) damages Contractor Including
55 without limitatlon the assessment of liquidated damages by Owner against Contractor, Contractor's General Conditions and
56 other administrative costs, Subcontractor shall be responsible and liable to Contractor for all Contractor's actual damages as
57 may be attributable to such Subcontractor's delay(s). Subcontractor will be responsible, as part of Its liability to the Contractor
58 for delay, for that portion of liquidated damages which are assessed against the Contractor by the Owner as a direct or Indirect
59 result of the Work for which the Subcontractor is responsible under this Subcontract.
60
61
Subcont for Initial
Rev 12/10
Page 2 of 11
Contractor Inftial
03/08/2012 08:15 3524893466 C &5 ROOFING COMPANY PAGE 08/16
1 4. The Subcontract sum, Subject to all of the other provisions or this Subcontract, Contractor shall pay the
2 Subcontractorforthe performance ofthe work, the Subcontract sum of $57,000.00 all taxes Included,
4 ***FIFTY -SEVEN THOUSAND AND 001100 DOLLARS ***
5
1 5. Progress RavmfiW%. The Subcontractor shall become entitled to receive progress payments, if included within the
2 Prime Contract, for Its work performed and Its properly stored materials during payment periods established in the Prime
3 Contract. Application for progress payments shalt be made on the form attached hereto as Exhibit "B ", shall be in duplicate, and
4 shall be accompanied by valid [fen waivers and bond waivers for the amounts of monies reflected in such requests-
5 Subcontractor is not entitled to payment until such lien and bond waivers are supplied covering all parties working or supplying
6 1 materials under the subcontract_ All applications for progress payments must be received by Contractor on or before 25TH of
7 each month. Date of reception by the Contractor, not date of mailing shall be determinative of compliance with this provision.
8 All progress payment applications are subject to audit, and If, the Contractor determines that the applications are or may be
9 inaccurate, the right to progress payments may be denied or adjusted by Contractor. Contractor may withhold from progress
10 payments money necessary to cover deficlencles in the work or claims of unpaid sub - subcontractors or suppliers. The estimate
11 by the Contractor, Owner or A/E of the value of work performed during a payment period or any deduction, offset or
12 counterclaim against the requisitioned amount shall be binding on the Subcontractor. Progress payments to the Subcontractor
13 shall not exceed 90 % (ninety percent) of the amount requisitioned by the Subcontractor and acknowledged and paid by the
14 Owner. The Subcontractor accepts full responsibility for rejection of its work by the Owner, as well as the risk of non - payment
15 for its portion of the Work by the Owner. Accordingly, the Subcontractor shall not be deemed to have eamed payment for any
16 portion of the Work until that Work has been accepted by the Owner and payment for said Work has been made to the
17 Contractor. Subcontractor waives all right of action against the Contractor and its surety until the Contractor has been paid by
18 the Owner for the services and materials provided by the Subcontractor_ Subcontractor acknowledges that receipt of payment
19 by the Contractor is a condition precedent to the Subcontractor's right to receive payment from either the Contractor or its
20 surety, Subcontractor shall be entitled to receive such withheld payments only upon meeting requirements established by
21 Contractor. The Contractor's withholding of all monies, including but not limited to retainage, shall be interest free,
22 Subcontractor shall not, under any circumstances, remove any materials stored on the job site for which payment is requested.
23 In order to be paid for materials stored on the job, the Subcontractor must provide the Contractor with written notice three days
24 prior to the deadline for submitting applications for payment, that materials have been stoned on the job. The notice must be
25 accompanied by invoices, inventory lists and certificates of Insurance. Only materials that are suitably and safety stored,
28 Insured, secured, approved by the Owner, specifically fabricated for this Project, and /or are not otherwise readily available in the
27 marketplace, are subject to payment as stored materials, The Subcontractor shall pay for any costs associated with
28 Contractor's actions taken in substantiating that the materials are suitable, correct and properly stored. The acceptance of any
29 progress payments by the Subcontractor shall constitute a release of the Contractor from any other liability, except retainage,
30 due to any reason, arising or Incurred during the payment period. If the Subcontractor takes exception to so releasing the
31 Contractor by accepting payments, Subcontractor must return the payment with an affidavit listing each and every exception to
32 the release and stating no other claim exists. No payment, Including final payment, shall be evidence of the performance of this
33 Subcontract by the Subcontractor, either in whole or in part, and no payment shall be construed as an acceptance of defective
34 or incomplete Work, and the Subcontractor shall remain responsible and liable for its performance being in strict compliance
35 with this Subcontract and the Prime Contract.
36
1 ti. Payment of Leber, Supplies and Material Subcontractor shall receive the payments made by Contractor and hold
2 Such payments as a trust fund to be applied first to the payment of any entities furnishing labor, materials or services for the
3 Work; and Subcontractor will so apply the payments from Contractor before using any part thereof for any other purpose.
4 Subcontractor shall, as often as requested by Contractor, furnish an affidavit showing the names and addresses of all entities
5 who shall have furnished labor, materials or services for the Work and the amount due or to become due to each such entity. All
6 payments may in the discretion of Contractor, be made in the form of checks payable jointly to Subcontractor and such entity.
7 Upon issuance of a joint check to Subcontractor and such other entity, both Subcontractor and such entity shall Issue a release
8 of lien or bond rights. No agreement by Contractor to issue joint checks shall be construed to bind Contractor to any such entity
9 in event of breach by Subcontractor or termination of this Subcontract. If Subcontractor shall fall to pay promptly when due, for
10 all labor, services and rnaterlals furnished in connection with the performance of the Work, Contractor may, after two (2) days'
11 written notice to Subcontractor, pay the amount of such liabilities directly to the sub - subcontractors or suppliers entitled to
12 receive such amount and recover the amount thereof from Subcontractor, directly or by the application of any portion of the
13 Subcontract sum, then, or thereafter becoming due hereunder. In order to assist the Contractor in assuring that all sub -
14 subcontractors and suppliers of the Subcontractor are paid, and to insure that Contractor does not pay double for any services
15 or materials supplied under this Subcontract the Subcontractor, and all subcontractors and suppliers performing for It under this
16 Subcontract, agree to supply, within ten (10) days of a demand made, sworn statements of account for all sums owed for labor
17 or materials supplied under this Subcontract . It Is expressly understood that the obligation to supply the Contractor with these
18 sworn statements of account flows to any subcontractor or supplier of the Subcontractor, and is a condition precedent to any
19 claim by such subcontractor or supplier for payment under any surety bond for which the Contractor Is the principal. The intent
20 of this provision is to give the Contractor all rights conferred on the Owner by the Florida Construction Lien Statute. The
21 Contractor shall also be entitled to the benefit of the proper payment defense, established by the Construction Lien Statute, in
22 the some manner as such defense benefits the owner_ Subcontractor will, at the request of Contractor, provide affidavits from
23 all entities fumishing labor, materials or services to the effect that they have been paid In full.
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7, Final Payment, Final payment, consisting of the entire unpaid balance of the subcontract sum, shall be due when the
work described in this Subcontract Is fully completed, including punch list Items. The Subcontractor accepts full responsibility for
the rejection of its Work by the Owner, as Well as the risk of nonpayment for its Work by the Owner. Accordingly, final payment
is not earned until the A/E and Owner have accepted the Work and have paid the Contractor for the Work. In order to earn final
payment, the Subcontractor must also furnish satisfactory evidence including, but not i"imited to, lien waivers and bond waivers,
that the Subcontractor has paid in full all persons furnishing labor, materials or service in conneclldn wittr the Work and that
neither Subcontractor nor any person claiming under or through Subcontractor has filed or has the right to maintain a lien or
other claim against the Owner, the Contractor, Contractor's surety, if any, or the Project premises. The Work will riot be
completed until the Subcontractor has also returned all drawings, plans and specifications to the Contractor, Owner, or A/E,
delivered all guaranties, warranties, bonds, instruction manuals, performance charts, diagrams, as built drawings and similar
Items with respect to the Work and provided a final Release of Lien. The Subcontractor acknowledges and agrees that the
obligation of a surety on any payment bond obtained by the Contractor is no greater than that of the Contractor. The
Subcontractor will not be entitled to seek payment from the surety or the Contractor until all conditions precedent to the
Contractor's obligation to pay the Subcontractor have been accomplished.
All of the provisions of Paragraph 5 regarding progress payments shall be applicable to the final payment. Specifically, the
receipt of final payment by the Contractor shall be a condition precedent to the obligation of the Contractor and its surety to
make final payment to the Subcontractor. In addition, the Contractor shall have the right to demand sworn statements of
account from all subcontractors and suppliers of the Subcontractor. Contractor shall be entitled to the benefit of the proper
payment and other defenses provided to the Owner by the Construction Lien Statute. Contractor shall be entitled to deduct as a
setoff to any money due Subcontractor under this Subcontract any amount which Subcontractor or any of its affiliates (which
term, for the purposes hereof, shall Include any individual, corporation, partnership, joint venture, or other entity controlled by,
controlling or under the common control with Subcontractor) owes Contractor arising out of any other project or business
relationship.
8. Bonds. If required by Contractor, Subcontractor, as its own expense, shall obtain from a commercial surety
authorized to Issue surety bonds in the State of Florida and acceptable to the Contractor separate bonds: (a) for the due and
complete performance of Subcontractor's obligations hereunder, and (b) for the timely payment of all charges for labor, services,
and materials furnished for the execution of the Work. Each such bond shall be in a form acceptable to Contractor and shall be
delivered to Contractor within seven (7) days after the execution hereof. If, according to the foregoing provisions, Subcontractor
is not required to furnish such bond, Subcontractor shall submit to Contractor a current financial statement; and Contractor
reserves the right at any time to require Subcontractor to furnish such bonds, but at Contractor's expense. If Subcontractor is
requested to furnish bonds and falls to obtain them at anytime during Subcontractor's perforrance of this Subcontract, such
failure will constitute a material breach by Subcontractor, entitling Contractor to terminate Subcontractors performance.
9. Indemnity. (The following indemnification provisions are consistent with modifications to Section 725,06 Florida Statutes,
effective as of July 1, 2001. To the extent that any term or provision of this Indemnity section of the Subcontract Agreement Is
deemed to violate Section 725.08, Florida Statutes, or any other provision of the Florida Statutes, the parties agree that the
indemnity provision shall be enforceable to the limits of Section 725.06 or any such other Florida Statute affecting the indemnity
provision.) To the fullest extent provided by law, the Subcontractor shall indemnify, defend, and hold harmless the Contractor,
and all of its officers, agents, and employees from all claims, loss, damage, cost, charges or expense including, but not limited to
reasonable attomeys' fees, caused in whole or in part by any act, omission or default of the Subcontractor, its agents,
employees, or subcontractors arising out of the performance or failure to perform the work on this project. Subcontractor's
obligation to Indemnify, defend and hold harmless the Contractor shall include such occurrences where such claim, loss,
damage, cost, charges, expense or attorneys' fees may be caused, in part, by the Contractor. However, such indemnification
shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or Intentional misconduct of the
Contractor, or its agents or employees, nor shall the indemnification cover statutory violations or punitive damages, except and
to the extent the statutory violation or punitive damages are caused by or result from the acts or omissions of the Subcontractor,
Its agents or employees. The extent bf the indemnification granted herein shall not exceed $1,000,000 per occurrence, unless
the indemnification Is subject to insurance coverage that exceeds such amount. Contractor and Subcontractor agree that
$1,000,000 per occurrence, or the amount of Insurance coverage, if greater, covering this Indemnification is an amount that
bears a reasonable commercial relationship to the Subcontract Agreement. Subcontractor shall be solely responsible for injuries
suffered by its employees on the Project. it is assumed that the Subcontractor's Worker's Compensation Insurance will cover
such injuries. However, in the event that the injuries are not covered by the Subcontractor's Worker's Compensation Insurance,
or the amount of damages exceeds the limits of Insurance coverage, the Subcontractor Indemnifies the Contractor against any
claim for damages by the Subcontractor's employees.
For purposes of compliance with Florida law, this provision shall be deemed to be a part of the project specifications or the bid
documents.
Should Owner, or any other person assert a claim or institute a lawsuit, action or proceeding against Contractor as a result of
the Subcontractor's breach of this Agreement, or as a result of any act or omission giving rise to Subcontractor's obligation to
Indemnify Contractor under this Agreement, whether during the work or after the completion thereof, Subcontractor shall upon
the request of the Contractor promptly assume the defense of such claim, suit, action or proceeding, at Subcontractor's
expense, and Subcontractor shall fndemnlfy and hold harmless Contractor and its agents and employees, from and against any
liability, loss, damage, or expense (Including, but not limited to attorneys' fees) arising out of or related to such claim, suit, action
or proceeding.
The Indemnity provided by the Subcontractor pertains to all acts and omissions of the Subcontractor, Its subcontractors,
su Ilers, and their agents and employees, Including independent consultants, regardless of whether the acts or omissions on
subs tractor initial Contmaor Initial
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33 which the claim, damage or loss is based concern Construction, technical, professional, architectural, engineering or design
34 matters. The Contractor may, at its option, defend the claim and hold the Subcontractor responsible for attorneys' fees, co$t$
35 and damages.
36
1 10. lnsLuypngp. Subcontractor shall maintain and pay for insurance coverage of the types and with the minimum limits
2 set forth In Exhibit "C" attached hereto and incorporated herein by this reference unless a more stringent requirement is
3 mandated by the Prime Contract, in which the latter shall prevail. Such coverage shall be maintained In form and with
4 companies acceptable to Contractor, A/E and Owner, shall name Contractor as an additional Insured, and shall notwithstanding
6 Exhibit "C ", meet the applicable requirements Imposed under this Subcontracl or by any governmental authority having
6 jurisdiction over the Work_ Each policy of insurance required hereinabove shall provide for 30 days notice to Contractor prior to
7 cancellation. Subcontractor shall be responsible for such notification to Contractor. Subcontractor shall, upon request, furnish
8 satisitietory evidence of required Insurance to Contractor. The Subcontractor shall not sublet or subcontract any part of this
9 Subcontract without assuming absolute responsibility for requiring similar insurance from its subcontractors and suppliers.
10 The insurance required by this Subcontract shall Include coverage for all claims, losses, damages and costs incurred as a
11 result of the acts or omissions for which the Subcontractor Is Indemnifying the Contractor pursuant to Paragraph 9 of this
12 Subcontract. Subcontractor specifically agrees that its obligation to obtain insurance includes obtaining coverage for acts or
13 omissions by the Subcontractor, or any individual or entity working under the Subcontractor, regardless of whether those acts or
14 omissions concern construction, technical, professional, architectural, engineering or design, or product/material supply matters.
15 The Subcontractor shall obtain coverage protecting the Contractor from losses resulting from defective products. Contractor
16 Shall have the right to receive copies of all policies of insurance obtained by the Subcontractor to meet its obligations under this
17 Subcontract, not simply a certificate indicating that such coverage exists. The Contractor's receipt and review of such policies
18 shall not constitute a waiver of Contractor's rights under Paragraphs 9 and 10 of this Subcontract. By obtaining the insurance
19 required by this Subcontract, the Subcontractor does not limit the extent or amount of Its obligation to indemnify the Contractor
20 pursuant to Paragraph 9 of this Subcontract.
21
1 11. Risk of oss. The Subcontractor assumes ail risk of loss for 211 Work up to and until Work is incorporated into the
2 Project In a form acceptable to Owner, A/E, and Contractor. The Contractor is not responsible to provide any protective service
3 for the Subcontractor's benefit. The Subcontractor shall at Its own expense, fully protect, insure and secure it Work from Injury
4 or damage.
5
1 12. Changes. The Contractor may order Changes In the Work. In the event that the Contractor orders a decrease in the
2 scope of work, the Subcontract price shall be reduced accordingly. If Subcontractor has submitted a schedule of values, the
3 reduction In Subcontract price shall correspond to the value of the work reflected on the schedule of values. Othermsa, the
4 Subcontract price shall be reduced by the cost of the work, plus 10% for profit and overhead, or the percentage amount
5 specified in the Prime Contract, whichever is less. The Subcontractor shall not be entitled to nor shall it receive any increase or
6 upward adjustment in its Subcontract sum unless said amount and liability are acknowledged, in writing, by Contractor's
7 authorized representative, which representative must have written authority for such acts, otherwise the Subcontractor shall
8 proceed at Its own risk and expanse. No alteration, addition, omission or change shall be made In the Work, or the method or
9 manner of performance of same, except upon the written Change Order of the Contractor. Any change or adjustment In the
10 Subcontract sum by virtue of such Change Order shall be specilcally stated in said Change Order, Change Orders are subject
11 to the terms of this Subcontract and all other Contract documents. prior to the Issuance of any.Change Order, Subcontractor
12 shall, at no additional cost, give Contractor both (1) a written notice of any request for adjustment In the Subcontract amount or
13 schedule due to such changes or extra work, within five 5 da s from the earlier of (a) the date Contractor provides written
14 notice of such change or extra work or (b) Subcontractor becomes aware or should have become aware of such change or extra
15 work, and (2) a detailed breakdown showing the difference In value of work, labor, services, and /or materials altered, modifred,
16 added, deleted or changed by the notice of change or extra work within tan-01,Q) days of the date of the written notice of the
17 occurrence of the event giving rise to the change or extra work. Notwithstanding the above, any breakdown and notice shall be
18 given to Contractor at least five L5),qys before the date when Contractor Is required to present a request to Owner under the
19 Prime Contract, otherwise Subcontractor's requests for any increase of the Subcontract amount or schedule due to such
20 changed or extra work shall be considered finally waived and defeated for all purposes. The above Subcontractor requests
21 must be Itemized and supported by any documentation, evidence, and other information which the Prime Contract or Contractor
22 may require. in the event that proper documontation is not provided In a timely manner, Contractor maintains the option of
23 submitting a reasonable sum, in the opinion of Contractor, for the charge or extra work in question, and that amount shall be the
24 maximum amount due the Subcontractor for such change or extra work„ If an agreement as to monetary allowance or other
25 term In the Change Order cannot be reached, the Contractor, by an authorized representative, may dlract, in writing, the
26 Subcontractor to perform the work with the final adjustment reserved until final completion of both this Subcontract, and the
27 Prime Contract. This provision shall also be. applicable to situations in which the Subcontractor asserts that work ordered by the
28 Contractor is in excess of the Subcontract requirements or that materials required by the Contractor exceed the Subcontract
29 requirements. The monetary amount for the performance of any Change Order shall not exceed the allowances set forth In the
30 Subcontractor's prior price breakdown. The failure of the Subcontractor immediately to commence performance of any Change
31 Order or Work that the Subcontractor claims is in excess of the Subcontract requirements when so directed, in executed written
32 form by the Contractor, whether or not all terms have been agreed upon, may be deemed a material breach and the
33 Subcontractor held in default of this Subcontract. Any extension of time needed as a result of a proposed Change Order shall
34 be. requested by the Subcontractor, In writing, prior to the issuance of the Change Order, and shall be Incorporated therein.
35 There shall be no other monetary or time allowance, direct or indirect, to the Subcontractor other than what is specifically written
36 in the qhange Order, including, but not limited to, delays, loss of efficiency, suspensions, escalations, Impact or other cost
SubbVn fr or Initial Contractor initial
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,
37 factors. Where unit prices are stipulated in this Subcontract, all adjustments, whether increases or decreases, shall be made In
38 accordance with said units. Said units shall be deemed to include all general and administrative expenses, overhead, profit,
39 super islon, extended performance cost factors, and all other direct and indirect expenses. If the Contractor elects the option to
40 direct the Change Order work to be done by the Subcontractor on a time and material basis, Subcontractor shall prepare daily
41 time and material invoices, Including detailed descriptions and locations of work performed, which shall be submitted to and
42 signed by the Contractor's field superintendent dally, aclmowledging only that the work was performed, and then Subcontractor
43 shall submit same to Contractor's Main office within two business days, Said daily time and material Invoices shall Include only
44 direct out -of- pocket material and labor costs with a maximum total mark -up often percent (10 %). The ten percent (10 %) mark -
45 up on time and material Invoices is deemed to be full and complete compensation to the Subcontractor for all general and
46 administrative expenses, overhead, supervision, and profit No payment shall be made for holiday and other non - working time.
47 The Subcontractor shall in no event be entitled to, nor shall it receive any compensation or allowance for any Change Order in
48 an amount greater than 'that which the Contractor actually receives from the Owner, less a reasonable deduction for work
49 performed by the Contractor, as well as for the Contractor's overhead and profit. Regardless of the method chosen for
50 compensation of change orders, overhead and profit shall be limited to ten percent (10%) or the amount specified in the Prime
51 Contract, whichever Is less. If the change order work does not relate to a change ordered by the Owner or Architect, the
52 Subcontractor will be paid only Its actual cost. Even if the Subcontractor supplies a proposal for an additive change order in
53 response to a request by the Contractor, and the change order is awarded by the Owner to the Contractor, the Subcontractor
54 shall have no right to perform the additive change order work unless the Contractor executes a change order to this
55 Subcontract The issuance of any Change Order and payment thereof, prior to completion and acceptance of the Project, shall
56 not preclude the Contractor from questioning the validity thereof and recouping payment therefore, where, on final settlement, it
57 appears that the Change Order work was neither extra nor additional work under a proper interpretation of this Subcontract or
58 the Prime Contract, No Change Order shall vary, abrogate, avoid, or otherwise affect the terms, conditions and provisions of
59 this Subcontract except as specifically set forth In the Change Order. Notwithstanding anything in this Subcontract to the
60 contrary, any limitations or restrictions In the Prime Contract on Subcontractor's, sub-subcontractors', and suppliers' (of any tier)
61 mark -ups or other change order compensation shall also apply to Subcontractor, sub - subcontractors, and suppliers (of any tier).
62
1 13. A mlpnment_ Subcontractor shall not assign, transfer, or otherwise dispose of this Subcontract, or any part thereof,
2 nor assign any monies due or to become due hereunder, except with the prior written consent of Contractor. Any assignment of
3 this Subcontract consented to by Contractor shall not opePate to relieve Subcontractor of its primary responsibility to Contractor
4 for the due and full performance hereof and Subcontractor shall be liable to Contractor for all acts and omissions of sub -
5 subcontractor's and assignees. Any assignment by Subcontractor of money due under this Subcontract shall be subordinate to
6 the claims of Its sub -subcontractors and suppliers providing labor or materials to the Subcontractor on this Project. To the
7 extent that Subcontractor, with Contractor's approval, enters into agreements with sub - subcontractors or suppliers for the
8 fumishing of labor or materials required under this Subcontract, Subcontractor shall require each sub -subcontractor and supplier
9 to agree to all of the terms contained In this Subcontract, including but not limited to those pertaining to progress payments and
10 final payments as set forth in Paragraphs 6 and 7 of this Subcontract. By agreeing to provide, services or materials to the
11 Subcontractor, each such sub -subcontractor or supplier expressly agrees to be bound by the provisions of this Subcontract,
12 including but not limited to the payment provisions of Paragraphs 6 and 7. Any assignment of this Subcontract or monies under
13 It without the consent of Contractor will be void and of no effect.
14
1 14, Lferr�i_and Encumbrances, Subcontractor shall defend, indemnify and hold harmless Contractor and Owner from
2 the operation and effect of any lien, bond claim, or encumbrance arising from the Subcontractor's obligation under this
3 Subcontract. If any such lien or encumbrance is claimed, Subcontractor shall forthwith discharge same; provided, however, if
4 such lien or encumbrance be contested in good faith by Subcontractor, Subcontractor shall so notify Contractor, and Contractor
5 shall have the right upon 48 hours notice to require that Subcontractor furnish a suitable bond, escrow or other reasonable
6 assurance of payment In the event of any adverse court decision.
7
1 15. Guarantee. The Subcontractor, in addition to all other guarantees and warranties contained in this Subcontract and
2 the Prime Contract and not in limitation of the Contractor's other legal rights, warrants and guarantees that its work Is in strict
3 and absolute Accord with this Subcontract, and that It shall, for a minimum of one year after the date of final acceptance of the
4 work completed under the Prime Contract (or such longer period as may be specified In the Prime Contract) perform any
5 warranty work, without costs, as directed by Contractor. Warranty work shall be remedied within three business days, and
6 within 24 hours in emergency situations, following notification by Contractor. All warranty work performed must be promptly
7 documented In writing, to the Contractor's main office. The Contractor may demand assurance, by bond or otherwise, from the
8 Subcontractor that It will abide by Its guarantee and warranty as specified herein and as might otherwise be specified to a
9 greater extent In this Subcontract or Prime Contract,
10 The guarantee provided by the Subcontractor Includes, but is Flat limited to, design, technical, architectural, engineering, or
11 other professional services provided by the Subcontractor either directly or Indirectly in the performance of the work.
12
1 16. Taxa% Charges. The Subcontractor shall be responsible for and shall pay any and all taxes, contributions, fees,
2 etc., imposed directly or indirectly on account of its work, labor, material and services required under or relating to this
3 Subcontract. At no time shall there be any Increase or escalation in the Subcontract sum on account of any such charge. The
4 Subcontractor shall, on demand, substantiate that all taxes and other charges are being properly paid.
5
1 77, a ulations. All work, labor, services and materials to be furnished, supplied or performed by the
2 Su W ctor must strictly comply with all Federal, State, Local, Municipal, as well as any and all other governing jurisdictlons'
Sub cont ctor Initial Contractor Initial
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3 and authorities' haws, Rules, Regulations, Statutes, Ordinances, and Directives (hereinafter designated as "Laws "). All work,
4 labor, services or materials, in addition to that specibcally required by this Subcontract, but necessary to fully comply with said
5 Laws, will be furnished by the Subcontractor as part of this Subcontract and without any additional compensation. If the
6 Subcontractor discovers or should have discovered any varlance between this Subcontract and any of the governing Laws or
7 legislation, the Subcontractor shall be responsible to promptly notify the Contractor, In writing, and to make the necessary
8 changes before proceeding with its work. The Subcontractor agrees to indemnify and save the Contractor, Owner and A/B
9 harmless from and against any and all claims, loss or expense caused or occasioned directly or Indirectly by its failure to fully
10 comply herewith. Subcontractor shall comply with all safety and health laws. Fines levied against Contractor as a result of
11 Subcontractor's or his subcontractor's non- compliance with OSHA Regulations will be the liability of Subcontractor to reimburse
12 Contractor for all fines and /or expenses associated with such fines. Subcontractor is responsible for any and all penalties, fines,
13 corrective measures, and other requirements imposed by any regulatory or legal authority associated with the performance of
14 thA Work. Supervisors of Kelsey Construction may notify this subcontractor when /If a violation is observed. This in no way
15 makes monitoring and /or reporting of the violations Kelsey's responsibility, If the violations) noted Is(are) not suitably corrected
16 within the timeframe noted on the notification, the subcontractor may be subject to a minimum fine of $50 per person, per
17 incident
18
1 18, abor. Subcontractor agrees to provide sufficient workmen, equipment and materials for prompt and diligent
2 prosecution of the Work and shall not directly or indirectly employ workmen, equipment or materials which are likely to cause
3 strikes, slowdowns or similar Interruptions of such work. Should Subcontractor employ workmen who cause or participate in
4 strikes, slowdowns or similar Interruptions of the Work, any and all of such Interruptions by such workmen shall be deemed
5 within tho control of Subcontractor and shall fully entitle Contractor to the rights 2nd remedies provided for in Paragraph 25 of
6 this Subcontract. Subcontractor shall maintain and exercise control over all employees engaged in the performance of the Work
7 and shall remove or cause to be removed from the Project premises, to the extent permitted by law, any such employee whose
8 presence Is determined by Contractor to be detrimental to the orderly prosecution of the Work. The use of, presence of, any
9 alcoholic beverage or drug at the Project is strictly prohibited. Subcontractor hereby agrees to the controlled substances and
10 substance abuse program terms and conditions, stipulations, and provisions as set forth in Exhibit "D". Subcontractor shall also
11 comply with all wage rates, reporting obligations, safety regulatlons (including the Contractor's safety program which designates
12 appropriate job attire and sets mandatory safety meetings) and similar requirements established under this Subcontract and by
13 any governmental authority having jurisdiction,
14
1 19. Material.. Insnectlom, Storage and Approvals. The Subcontractor shall provide at Its own place of business, at the
2 places of business of its subcontractor and suppliers, and at tite Project, sufficient safe and proper facirities for the inspection of
3 the Subcontractor's work by the Contractor, Owner, A/E, or any other authorized representative. The Subcontractor must be
4 prepared, at all times, to prove the exact quantities and qualities of the materials and equipment being used. It the
5 Subcontractor is assigned to a storage area for Its equipment, material and tools, It shall not store any item outside of the
6 designated area. The Subcontractor shall be responsible for the receipt, delivery, unloading, storage, warehousing, protection,
7 insurance and all other risk of loss relating to any materials or equipment It is to fumish, install, provide, or have provided to it
8 under this Subcontract if the Contractor furnishes material to the Subcontractor, then the Subcontractor shall be obligated to
9 Inspect all material and equipment at time of receipt or delivery to it. The Subcontractor shall be responsible Immediately to
10 Notify the Contractor, in writing, of any defects or nonconformity In the malarial or equipment so received or delivered. Failure to
11 notify the Contractor shall be deemed an acknowledgement and acceptance of the material as being in accord with this
12 Subcontract. The Subcontractor shall be liable for any damages Incurred by the Contractor as a result of its failure to so notify
13 the Contractor. It is the Subcontractor's obligation, upon direction by the Contractor, to take all necessary steps, Including but
14 not limited to delivery of samples, tests and reports, guarantees, drawings, manuals, certificates, details, warranties, Inspections,
15 etc., to obtain any and all required approvals necessary or required under this Subcontract or the Prime Contract. The
16 Subcontractor shall, within 24 hours after receiving specific written notice from the Contractor, commence to take down and
17 remove any designated portion of its work which is condemned, disapproved, or Is questioned as not beirig In strict compliance
18 and conformity with the requirements of this Subcontract or the Prime Contract. The Subcontractor shall promptly, at its own
19 expenses, correct and rectify same. If the Contractor determines that it will accept nonconforming work, the Contractor shall be
20 entitled to a credit for the nonconformity, plus all other costs Incurred. Any damage caused by Subcontractor prior to final
21 acceptance and payment for the Project shall be immediately corrected and rectlfied by the Subcontractor at its sole expense.
22 Inspection or supervision by the Contractor shall not relleve the Subcontractor of its obligations herein. The Subcontractor shall
23 promptly perform any and all punch list work submitted to it by the Contractor without additional compensation. As the Project
24, progresses, each Subcontractor shall record an the Project As- 13ullt Drawings all deviations and changes made during
25 construction relating to his work to clearly depict how and where the Subcontractor's Work was actually constructed. The As-
26 Built documents shall be kept current as frequently as reasonably necessary, depending on the pace at which the Work Is
27 installed, but at least ovary 7 days. The Subcontractor shall pay particular attention to the accurate recording of concealed
28 electrical and mechanical work, shall include necessary dimensions, elevations, inverts, descriptions, drawings, photographs,
29 sketches, marked prints, and similar data, and shall require similar information to be maintained by the sub - subcontractors. In
30 the event that portions of the installed Work are exactly as per the Contract Documents and no other information would be
31 helpful, a note on the Project As -Built Drawings indicating same, shall be written and signed by Subcontractor at least every 7
32 days. Should it be determined that the Subcontractor is not current with Project As -Bullt Drawings, the Contractor may withhold
33 payment as necessary to ensure compliance or take whatever steps necessary to bring the Project As -Built Drawings current
34 and all cost incurred will be at the expense of the Subcontractor.
35
Subcon ctor Initial Contractor Initial
Rev 12/10 Page 7 of 11
03108/2012 08:15 3524893466 C &S ROOFING COMPANY PAGE 13116
1 20. Mutuality of Documents. The Subcontractor hereby acknowledges that it has carefully reviewed and examined this
2 Subcontract Withal] of its contract documents, and all other documents directly or Indirectly relating to this Subcontract, and that
3 any and all prior ambiguities and discrepancies have previously been clarified and/or corrected. Any information given or
4 statements made to the Subcontractor by the Contractor or others as to nature or characteristics of the Work included herein, or
5 as to the particular details relating to the Subcontractor's Work, shall not reduce the Work to be performed by the Subcontractor
6 under this Subcontract, The Subcontractor acknowledges that It has fully examined and analyzed all conditions that could affect
7 its performance and that no conditions exist which would affect the progress, performance or price of this Subcontract. In case
8 of any ambiguity or discrepancy In this Subcontract, the Subcontractor shall promptly submit the platter to the Contractor, in
9 writing, otherwise the Subcontractor will be held solely liable to make any change necessary to correct same. Any decision or
10 adjustment by the Subcontractor without a written determination by the Contractor shall be at the Subcontractor's sole risk and
11 expense. Any and all decisions by the Owner or the A/E relative to any ambiguity or discrepancy shall be binding on the
12 Subcontractor when furnished to the Subcontractor by the Contractor. The Subcontractor shall be required to do all things and
13 be bound by ail rulings of the Owner or A/E to the same extent and degree as the Contractor is bound thereto. in the event of
14 irreconcilable conflict, contradiction or ambiguities between the various elements of this Agreement including, without limitation
15 the applicable provisions of the Prime Contract and the provisions of this document, then the stricter, greater or higher quality
16 requirement or obligation shall control. Regardless of any apparent conflict between the payment procedures set forth In the
17 Prime Contract, the "pay when paid" provisions of Paragraphs 5 and 7 of this Subcontract will remain in force.
18
1 21. Related Work. The Subcontractor, before proceeding with any Work under this Contract will accurately check and
2 verify all previous and surrounding work done by others and determine the correctness of same to the extent that the correct
3 performance of the surrounding work affects the proper completion of the Subcontractor's Work, The Subcontractor Is famlllar
4 with the project site, has inspected the site, and has received all information it needs concerning the conditions of -the Project
5 site. The Subcontractor hds Inspected the location of the Work and has satisfied itself as to tho condition thereof, including,
6 without limitation, all Structural, surface and subsurface conditions. The Subcontractor shall undertake such further
7 investigations and studies as may be necessary or useful to determine surface and subsurface conditions. Based upon the
8 foregoing inspections, understandings, agreements, and acknowledgements, the Subcontractor agrees and acknowledges a)
9 that the Subcontract sum Is just and reasonable compensation for all the Work, including all unforeseen, foreseen and
10 foreseeable risks, hazards and dlfficulties in connection therewith; b) that the Subcontract time Is adequate for the performance
11 of the Work; and c) that the Work shall not result in any lateral or vertical movement of any structure. The Subcontractor shall
12 have no claims for surface or subsurface conditions encountered. The Subcontractor shall field measure all work relating to Its
13 Work. The failure of the Subcontractor to detect and disclose any existing discrepancies or nonconformities and report same to
14 the Contractor, In writing, before commencing its Work shall relieve the Contractor of any and all responsibility for same, and the
15 Subcontractor shall be responsible and liable for all resulting damages, costs and expenses arlsing as a result of discrepancies
16 and nonconformities which should have been discovered by the Subcontractor,
17
1 22. Meatinns. Subcontractor is required to attend these meetings when their work is scheduled to begin within two
2 weeks, as well as while their work is in progress. Depending on the trade, Pre- Installation Conference(s) may also be required.
3 Non - attendance to any of the applicable progress /safety meetings or Pre - installation Conference(s) may result in a minimum
4 assessment of $500 per Incident. Only a Kelsey Superintendent's or Project Manager's prior written approval of a
5 subcontractor's absence shall be considered an acceptable excuse for missing a meeting. Minutes written and distributed by
6 Contractor as a result of Pre - Construction Conferences, Pre - installation Conferences, weekly progress meetings, and other
7 such meetings, shall be deemed to be an integral part of this Subcontract Agreement, and enforceable as If set forth herein.
8
1 23. Submittals. Subcontractor shall prepare and submit to Contractor all necessary shop and erection drawings, plans
2 and diagrams, and furnish all necessary samples, catalog cuts, laboratory and inspection reports and engineering calculations in
3 sufficient time to permit the orderly and timely execution of the Work but In no case shall this be later than two weeks after
4 receipt of this Subcontract. The submittal of Shop Drawings, Product Data and Samples must be complete, Include all the
5 requirements referenced in the Contract iocuments, and bear the stamp of approval (or similar Identification) by Subcontractor
6 certifying that Subcontractor has determined and verified all materials, field measurements and field construction criterla related
7 thereto, and that Subcontractor has checked and coordinated the information contained within such submittals with the
8 requirements of the Work and of the Contract Documents. The approval by Contractor, Owner or A/E of any submittals of the
9 Subcontractor shall not relieve it of liability for any deviation from the Prime Contract or this Subcontract unless specifically
10 called to Contractor's attention In writing and it is then so acknowledged by Contractor In writing. Each Subcontractor shall
11 submit to Contractor accurate and complete Material Safety Data Sheets (MSDS) on all substances to be Introduced on the
12 Project by Subcontractor as soon as possible and before the materials are delivered to the job site, but in no case shall this be
13 later than two (2) weeks after receipt of this Subcontract. Subcontractor shall properly notify Its employees, sub - subcontractors,
14 and others who may come in contact with the contents of potentially hazardous materials,
15
1 24. Clean-up-and Debris Rarnoval Subcontractor shall maintain the project broom clean and free from all dirt, rubbish,
2 debris. and any other waste materials resulting from its own operations and those of Its sub - subcontractors and suppliers at
3 such frequencies as required by Contractor, but no less then daily. Subcontractor shall be responsible for the proper, legal, and
4 safe removal, transport and disposal into a receptacle or container provided by Contractor, or offsfte If directed by Contractor, of
5 all waste materials, rubbish, debris, and surplus material attributable to its operations or the operations of Subcontractor's
6 employees, agents, suppliers, and sub - subcontractors of any tier and of all receptacles and containers temporarily provided or
7 constructed by Subcontractor Into which same is deposited. On the completion of the various portions of the work,
8 S bco tractor shall thoroughly clean, including but not limited to broom cleaning, all Its Work areas, all glass, all afrocted
Subcont ctor initial Contractor Initial
Rev 12/10 Page 8 of 11
03/6812012 08:15 3524893466 C &S ROOFING COi+1PANY PAGE 14/16
• ' 9 adjacent work and the premises. Subcontractor shall perform whatever additional clean -up Work Is so directed, at no additional
10 cost, by the Contractor's field superintendenL Subcontractor shall remove grease, dust, dirt, stains, labels, fingerprints, form oil,
11 concrete spills and other foreign materials from Interior and exterior surfaces of fixtures, hardware and equipment furnished as a
12 part of this Subcontract. Subcontractor shall use only cleaning materials and methods recommended by manufacturer of
13 surface to big cleaned and shall provide assurance to Contractor that said material will not damage the finish of any other
14. Subcontractor's work. Subcontractor shall use cleaning materials only on surfaces recommended by cleaning material
15 manufacturer. Subcontractor shall be responsible for assuring that affected employees are provided with, and required to use,
16 all needed personal protective equipment in connection with cleaning. Any cleaning of concrete equipment shall be performed
17 at a location on site designated by Contractor. The Subcontractor shall remove from the site all residue from concrete
18 equipment on a periodic basis as directed by Contractor. If upon written notification Subcontractor fails within 24 hours to
19 dispose of its rubbish or debris, or to clean its work and other work mentioned above, Contractor may, at its option, have the
20 rubbish or debris removed and cleaning performed and backcharge the cost of such work to Subcontractor. Where a failure to
21 clean or dispose of rubbish or debris cannot reasonably be attributable to any specific Subcontmetor(s) Contractor may, at its
22 option, have the rubbish or debris removed and cleaning performed and may allocate that expense in proportion to the various
23 Subcontractors' manpower employed during the time period as the Contractor shall determine to be just and reasonable. The
24 Contractors decision in such event shall be final and binding upon the Subcontractors. If Subcontractor Is causing dirt or debris
25 to be deposited on any driveway, parking area, highway, road, street, or any public or private property, Subcontractor shall
26 immediately clean -up that public or private property to the satisfaction of Contractor and Owner, Debris of a hazardous or
27 flammable nature shall be legally and properly removed from the job site and disposed of daily by the Subcontractor creating
28 such debris. When, in the opinion of the Contractor, a potentially hazardous condition exists, the Subcontractor shall be directed
29 to perform a continuous clean -up. All crates and cartons are to be broken -down to a minimum volume before depositing In
30 dumpster. No burning or burying of debris will be permitted. Any violation of the aforementioned requirements regarding clean -
31 up and debris removal, will result In a minimum fine of $50 per person, per incident. Once signs have been posted that
32 smoking, eating, drinking, spitting, etc. are prohibited in the building, violators will be subject to minimum fines of $50 per
33 person, per Incident.
34
1 26. Defgult, Should Subcontractor at any time: (1) fall to supply the labor, materials, equipment, supervislon and other
2 things required of it In sufficient quantities and of sufficient quality to perform the Work with skill, conformity, promptness and
3 diligence required hereunder, (1l) cause stoppage or delay of or Interference with the Project work, (iii) become insolvent, or (iv)
4 fall to pay its Subcontractors, materialmen, labor or suppliers, or (v) fall in the performance or observance of any of the
5 covenants, conditions or other terms of this Subcontract, then in any such event, each of which shall constitute a default
6 hereunder by Subcontractor, Contractor shall, after giving Subcontractor notice of default and 48 hours within which to cure,
7 have the tight to exercise any one or more of the following remedies:
8 (a) remedy the default by whatever means Contractor may deem necessary or appropriate, including, but not limited
9 to, correcting, furnishing, performing, supplementing, or otherwise completing the Work, or any part thereof, by
10 itself or through replacement subcontractors or other workers, (utilizing where appropriate any materials and
11 equipment previously purchased by Subcontractor, whether or not it was Intended for that particular purpose),
12 and deducting the cost thereof (plus an allowance for administrative burden equal to 15% of such costs) from
13 any monies due or to become due to Subcontractor hereunder;
14 (b) at any time following the expiration of the 48 hours notice and curative period, terminate this Subcontract,
15 without thereby waiving or releasing any rights or remedies against Subcontractor or Its sureties, and by Itself or
16 through others take possession of the Work, and all materials, equipment, facilities, plant, tools, scaffolds and
17 appliances of Subcontractor relating to the Work, for the purpose of completing the Work and securing to
18 Contractor the payment of its casts (plus an allowance for administrative burden equal to 15% of such costs)
19 and other damages under the Subcontract and for the breach thereof, it being intended that Contractor shall, for
20 the stated purposes, be the assignee of and have a security interest In the property described above to the
21' extent located on the Project site (and Contractor may at any time file this Subcontract as a financing statement
22 under applicable law);
23 (c) recover from Subcontractor and its surety all losses, damages, penalties and fines, direct or consequential, and
24 all reasonable attorneys fees suffered or incurred by Contractor by reason of or as a result of Subcontractor's
25 default. It is expressly understood that Contractor may be required to take Immediate action to remedy
26 Subcontractor's default and mitigate its damages. Such action by the Contractor will not alleviate or reduce the
27 Contractor's rights against the Subcontractor's surety, except to the extent that the Contractor acts In an
28 unreasonable fashion.
29 (d) withhold from subcontractor any monies due or to become due under this Subcontract to offset ell damages
30 incurred.
31 (e) in the case of the Subcontractor's failure to pay its subcontractors, materialmen, laborers or suppliers, make
32 direct payments to said subcontractor, materialmen, laborer or supplier.
33 The foregoing remedies shall be considered separate and cumulative and shall be In addition to every other remedy given
34 hereunder or under the Contract Documents, or now or hereafter existing at law or In equity.
35 Any default by Contractor shall be deemed waived unless Subcontractor shall have given Contractor written notice thereof
36 within two (2) days after the occurrence of such default. Subcontractor shall not be entitled to stop the Work or terminate this
37 Subcontract on account of Contractor's failure to pay an amount claimed due hereunder (including changed or extra Work) so
38 long as Subcontractor has not adequately substantiated the amount due or so long as a good faith dispute exists as to the
39 amount due. Subcontractor shall not be entitled to stop Its Work on account of a default by Contractor unless such default shall
40 hav ntinued for more than seven days after Contractor's receipt of written notice of such default from Subcontractor. For the
Sabena actor initial Contractor initial
Rev 12/1 Page 9 of 11
03108/2012 08:15 3524893466 C &S ROOFING COMPANY PAGE 15/16
41 purpose of a Notice of Default as contemplated under this provision, said Notice will be effective on the Earlier of Its receipt, if
42 hand delivered or communicated by telefax, or the third business day after it is postmarked for dispatch by first class, postage
43 prepaid, certified or registered, United States mail, with return receipt requested.
44
1 26. Die s. In the event of any dispute between Subcontractor and Contractor allsing under or relating to this
2 Subcontract, or the breach thereof, which involves the correlative rights and duties of Owner, the dispute shall be decided in
3 accordance with the Contract Documents and Subcontract, and its sureties, and the Subcontractor shall be bound to Contractor
4 to the same extent that the Contractor Is bound to Owner by the terms of the Prime Contract and by any decisions or
5 determination made under the Contract Documents by any authorized person, board, court, or other tribunal. Subcontractor
6 shall be afforded a reasonable opportunity to present Information and testimony Involving It rights and shall have the duty to
7 cooperate with Contractor. Apart from Its entitlement to participate in litigation, arbitration, or administrative action between the
8 Owner and Contractor on pass through claims, the Subcontractor shall have no right to compel arbitration of any dispute
9 between Subcontractor and Contractor. Absent a negotiated resolution of disputes, the parties' sole remedy in such
10 circumstances shall be in action at law or equity In the court of competent jurisdiction. The venue for any lawsuit arising from
11 this Subcontract shall be Orange County, Florida orb —fie 4 the! I brejest;-as-eeiested- b,A- t -e-Ges as#�ir-. Any litigation
12 between the Subcontractor and Contractor concerning a pass through claim or a claim In which the factual or legal issues are
13 substantially related to factual or legal issues in an action (legal, equitable, administrative or arbitration) brought between the
14 Contractor and the Owner, shall be stayed until such time as the action between the Contractor and the Owner has been
15 concluded.
16 The pendency of a dispute shall not Interfere with the progress of the Work by Subcontractor nor limit the right of Contractor
17 to proceed, In good faith, to remedy an alleged default by Subcontractor.
18
1 27. Palms. Subject to any Shorter notice periods that may be specified in the Prime Contract, any claim for damages or
2 adjustment which Subcontractor alleges that Contractor, Owner, AM, other Subcontractors on the Project, or any person,
3 occurrence, condition or cause for whom or for which Contractor or Owner is, or may be legally liable, has caused or Is causing
4 Subcontractor, must be filed In writing with Contractor within three, (3) days from the commencement of the earlier of
5 Subcontractor's knowledge of or chargeable (constructive) knowledge of the alleged occurrence, and a full accounting and other
6 evidence filed within Jen 1(}} days after the extent of damage Is known or the cause for damage or adjustment ceases,
7 whichever first occurs; otherwise, any such claim by Subcontractor for damages or adjustment will be considered finally waved
8 and defeated for 211 purposes. Where the Subcontractor's claim involves the tights and duties of the Owner or AiE, or results
9 from the acts or inaction of the Owner or A/E, the Subcontractor shall notify the Contractor of such claim in the manner set forth
10 in this paragraph. The Subcontractor shall be solely responsible for preparing and presenting such claims and for all costs
11 (Including but not limited to attorneys' fees) necessary to advance such a pass through claim to the Owner. The Contractor's
12 sole obligation in such event shall be to pass through the claim to the Owner. The Subcontractor shall be bound by the Owner's
13 determination of such claim.
14
1 28. Termination. The Contractor, by written notice executed by an officer, shall have the right to terminate and cancel
2 thls Subcontract, without the Subcontractor being at fault, whether or not the Prime Contract is In any way cancelled or
3 terminated, and require the Subcontractor immediately to stop work. In such event, the Contractor shall pay the Subcontractor
4 for that work actually performed in an amount proportionate to this Subcontract price. The Contractor shall riot be liable to the
5 Subcontractor far any other costs, including prospective profits on work not performed, However, If the reason for the
6 termination and cancellation of this Subcontract is due to any default or action by the Owner, A/F_ or as a result of Court Order or
7 public authority, then the Contractor shall not be liable to the Subcontractor for any sum greater than that which the Contractor
8 receives from the Owner on behalf of the Subcontractor's performance, less any costs incurred by the Contractor.
9
•1 29. Ml8cefla.n®aus,
2 (a) The Subcontractor shall pay for all applicable inspection and /or reinspection fees, royaltles, and license fees.
3 The subcontractor shall make all necessary arrangements and agreements so as not to infringe any patents,
4 trademarks or copyrights.
5 (b) No signage or advertising shall be permitted without the prior written consent from the Contractor.
6 (c) This Subcontract cannot be changed, modified, altered or terminated orally. This Subcontract supersedes all
7 prior representations made by Contractor and /or Subcontractor.
8 (d) The Subcontractor shall be responsible and liable for all costs, disbursements, and expenses, including
9 attomey's fees Incurred by the Contractor (1) as a result of the Contractor's pursuing any extra, change, addition,
10 claim or dispute against any other party on behalf of the Subcontractor, or (ii) as a result of the Subcontractor's
11 breach or threatened breach of any provision, term or condition of this Subcontract, or (iii) as a result of the
12 Contractor's having to defend or take part in any action or proceeding which directly or Indirectly relates to acts
13 or omissions of the Subcontractor or It subcontractors or suppliers.
14 (e) This Subcontract is made conditional upon the approval of the Subcontractor by the Owner or A /E, where such
15 approval is regglred. In no event shall the subcontractor have any claim or be entitled to any recovery against
16 the Contractor for costs Incurred by the Subcontractor in preparation for performance of this Subcontract,
17 However, the Subcontractor Is responsible to maintain and abide by all statements and quotes given to
18 Contractor, and upon which the Contractor Is relying. In the event of a discrepancy that may have been noticed
19 prior to bidding the Work, it is assumed that the Subcontractor included the more expensive option available
20 regarding Subcontractor's scope of work.
Subco or Initial Contractor initial
Rev 12/10 Page 10 of 11
03/08/2012 08:15 3524893466 C &S ROOFING COMPANY PAGE 16/16
'21
22
23
24
25
26
27
28
29
30
31
32
$3
34
36
36
37
38
39
40
41
42
43
44
45
46
4.7
48
49
(f) The validity, interpretation and performance of this Subcontract shall be governed by the laws of the State of
Florida, The Subcontractor hereby acknowledges that It Is doing business in the State of Florida and agrees to
accept service of process as If it were personally served within said jurisdiction, f=urther, Subcontractor agrees
that any dispute shall be resolved In Orange County, Florida. If any claim or dispute arises relating to this
Subcontract, the Subcontractor shall immediately make all of its books and records of this Project available to
Contractor for review and audit.
(g) Titles, captions or headings to any provision, etc., shall not limit the full contents of same. These provisions
have the full force and effect as If no titles existed.
(h) The Subcontractor hereby agrees to incorporate into any subcontracts or purchase orders 9 has with any other
party, all those provisions required by law to be incorporated therein, and all those provisions of this Subcontract
which affect the rights of the Contractor. This Subcontract shall neither create a contractual relationship
betwearl Contractor and Subcontractor's subcontractors or suppliers nor between the Subcontractor and the A/E
or Owner.
(1) Except as otherwise noted, all written notices provided for in this Subcontract shall be deemed given when
telefaxed or mailed, postage prepaid to the parties at the addresses set forth previously herein or when
personally delivered. Either party may, from time to time, by written notice as herein provided, designate a
different address to which notice to it shall be sent. If the Subcontractor has abandoned the address given on
page 9 of this agreement and has failed to supply Contractor with a new address, all noticas required hereunder
shall be deemed delivered upon faxing to last known fax number, delivering to last known address, or posting on
the job site bulletin board.
(I) All terms, conditions, stipulations, covenants, provisions and agreements contained in this Subcontract shall be
considered severable in the event one or more of them shall be determined by a court of competent jurisdiction
to be invalid.
(k) All communications, documents, and drawings submitted by the Subcontractor to the Owner or the Architect-
Engineer with respect to the Work, shall be transmitted through the Contractor.
SUBCONTRACTOR,
C & S ROQFING, INC.
Signed: ' - /
Printed Name: Michael, L. Russ
Ttle::= pre ide t
Date: Januaxy 18, 2012
WITNESS: (2 Required)
�i
i1
Sub on for Initial
Rev 12/10
CONTRACTOR:
KELS Y CO TRUCTION, INC.
Signed,
Printed N e: ,JIM DAVIS
Title: SR. PR JECT MANAGER
Date: /
WIT ES . (2 Re aired
2)
Page 11 of 11
Contractor Initial
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03/05/2012 11:53 4072608326 DHR SHUMATE PAGE 02/03
. I
KELSEY
P90�.
Since 1920
SUE5GONTRACT AGREEMENT
1 THIS AGREEMENT is made this 4th day of Janua 2012, by and between I CELSEY CONSTRUCTION, INC., with
2 its principal place of business located at 306 E. Prin eton Avenue, Orlando, Florida 32804 (phone) 407/898 -4101, (fax) 407/894-
3 3180 (hereinafter referred to as "contractor"), and DHR MECHANICAL SERVICES - ORLANDO, INC. 407-
4 265 -0777 phone 407 - 265 -0770 fax, with its princip i place of business located at 801 Central Park Drive, Sanford, FL 32771
5 (hereinafter referred to as "Subcontractor");
6 WHEREAS, the Contractor has heretofore enterE d a contract dated TSD hereinafter referred to as the "Prime Contract') with
7 SUNTRUST BANK (hereinafter referred to as the 'Owner") to furnish work, labor and services necessary for the
8 construction of SUNTRUST DOWNTOWN 6ANFORD located at 200 W First St., Sanford, FL 32771 (hereinafter
10
11
12
13
14
1
2
3
4
5
6'
7
8
s
10
11
12
13
14
15
16
17
1
2
3
4
5
6
7
8
9
10
11
12
13
14
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referred to as the "Project ") in accordance with the rime Contract document, including plans and specifications prepared by
Robert Reed Wedding Architects & Planners, AI Inc. hereinafter r ®ferred to as "AlE "):
NOW, THEREFORE, for and in consideration of th� agreements contained I
the receipt and sufficiency of which Is acknowledged the parties hereto agree
1. Documents and Definitions. The Prirrie Contract is ineorporat
Subcontract. The Prime Contract includes, but Is not limited to, the agreemc
Contract, all addenda, modifications, revisions, dr wings, specifications, d
special terms and conditions, as well as any and all other documents list,
enumeration of applicable documents is listed on Ex ibit "F" to this Agreement
by this reference. The Subcontractor is bound, responsible, obligated and Iii
responsible, obligated and liable under the Prime Contract- The term `Subeo
incorporated Into and made a part of the Agreement between the Contractor f
term "Architect/Engineer' (hereinafter referred to as A/E ") shall be deemed t
Owner, or any other person authorized by the Prim ( Contract to direct, judge
with the performance of the Prime Contract, The Prime Contract and this
harmony with one another. Subcontractor shall b responsible for all desi
professional services, which are required for the cor ipletion of work, covered
between the Prime Contract and this Subcontract, t le stricter, greater or hig
the relationship between the Contractor and the ubcontractor_ A copy c
available upon Subcontractor's request.
2. Scope of Work. Subject to the terms ar d conditions contained h
required to complete and will complete the Items as described in and incorpo
as the "Work") in connection with the construction ol the Project. Such Work
the Prime Contract and the satisfaction of the Con ractor, Owner and A/E.
includes all Work set forth in this Subcontract as w A as any and all other V
limited to, all Work reasonably necessary for a comp ete and proper installatloi
and totally acceptable system and installation. A I work covered by this
workmanlike manner with all material, equipment, et . being both new and of
The Subcontractor agrees, without additional eom ensatlon, to perform, cc
Contractor when the Contractor has been directec to perform, conform at
compensation, issued by the Owner or AIE_ Su 3contractor will furnish,
equipment, hoisting facilities, elevator service, wat r, heat, light, power, elec
apparatus, transportation, all required shop drawings and samples and all otl'
this Subcontract and acceptance of the Project and phall perform all portions
and specr 9vons defined herein. Subcontractor he by acknowledges that it
Subcontractor initial
Rev 12/10 1 Page 1 of 11
iin and other good and valuable consideration,
follows:
i herein by reference and made a part of this
t between the Contractor and Owner, the Prime
ails, all general, technical, supplementary and
i in or referred to by the Prime Contract. An
mhich is attached hereto and incorporated herein
le to the Contractor as the Contractor is pound,
xact" as used herein shall include all documents
d Subcontractor, and any revisions thereto. The
be any representative directing the Work for the
approve or reject any matter or thing connected
subcontract shall be interpreted together and in
i, technical, engineering, architectural, or other
y this Subcontract. However, in case of conflict
�r quality requirement or obligation shall govern
the pertinent section of the Prime Contract is
-ein, Subcontractor agrees to provide everything
ited herein as Exhibit "A" (hereinafter referred to
hall be performed in strict accord with Exhibit "A"
he Work to be performed by the Subcontractor
)rk incident or related thereto, including, but not
or which Is necessary to have a properly working
ubcontract shall be performed in a skillful and
ie best kind and grade for. the purpose intended.
form and abide by all decisions issued by the
i abide by similar decisions, without additional
t its expense, all labor, materials, scaffolding,
ric, ventilation, storage space, machinery, tools,
r items necessary for the proper performance of
f the Work as shown and described it he plans
ias received, read and Is thorou &l iliar with
contractor Initial
03105/2012 15:31 4072608326 DHR SHUMATE PAGE 02/02
4, The Subcontract sum. Subject to a �bcontract of the other provlslonof this Subcontract, Contractor shall pay the
2 ' Subcontractor for the performance of the work, the S sum of $44,0 0.00 all taxes included.
3
4 ** *FORTY -FOUR T OUSAND AND 00 100 DOLLARS***
5. prqclress Paymept s. The Subcontractor shall become entitled to eceive progress payments, if included within the
Prime Contract, for its work performed and its properly stored materials di iring payment periods established in the Prime
Contract. Application for progress payments shall b made on the form attach d hereto as Exhibit "B ", shall be in duplicate, and
shall be accompanied by valid lien waivers and bond waivers for the c mounts of monles reflected in such requests.
Subcontractor is not entitled to payment until such 1 en and on waivers are upplied covering all parties working or supplying
materials under the subcontract. All applications fo progress payments musi be received by Contractor on or before 25TH Of
each month. Date of reception by the Contractor, riot date of mailing shall bo determinative of compliance with this provision.
All progress payment applications are subject to audit, and if, the Contractor determines that the applications are or may be
inaccurate, the right to progress payments may be denied or adjusted by Co tractor. Contractor may withhold from progress
payments money necessary to cover deficiencies In the work or claims of unp id sub- subcontractors or suppliers. The estimate
by the Contractor, Owner or A/E of the value o work performed during a payment period or any deduction, offset or
counterclaim against the requisitioned amount shall be binding on the Subcor tractor, Progress payments to the Subcontractor
shall not exceed 90 % (ninety percent) of the amount requisitioned by the ubcontractor and acknowledged and paid by the
Owner. The Subcontractor accepts full responsibili for rejection of its works iy the Owner, as well as the risk of non- payment
for Its portion of the Work by the Owner. Accordingly, the Subcontractor shall not be deemed to have earned payment for any
portion of the Work until that Work has been accepted by the Owner and payment for said Work has been made to the
Contractor. Subcontractor waives all right of action against the Contractor and its surety until the Contractor has been paid by
the Owner for the services and materials provided by the Subcontractor. Subcontractor acknowledges that receipt of payment
by the Contractor Is a condi #ion precedent to the Subcontractors right to receive payment from either the Contractor or its
surety. Subcontractor shall be entitled to receive such withheld payments only upon meeting requirements established by
Contractor. The Contractor's withholding of all monies, Including but not limited to retainage, shall be interest free.
Subcontractor shall not, under any circumstances, r move any materials stored on the job site for which payment is requested.
In order to be paid for materials stored on the job, the Subcontractor must provide the Contractor with written notice three days
prior to the deadline for submitting applications for payment, that materials have been stored on the job. The notice must be
accompanied, by Invoices, inventory lists and certificates of insurance. O y materials that are suitably and safely stored,
insured, secured, approved by the Owner, specifical y fabricated for this Prole t, andlor are not otherwise readily available in the
marketplace, are subject to payment as stored naterials. The Subcoriffactor shall pay for any costs associated with
Contractor's actions taken in substantiating that the materials are suitable, COMA and properly stored. The acceptance of any
progress payments by the Subcontractor shall con titute a release of the Co itraotor from any other liability, except retainage,
due to any reason, arising or incurred during the payment period. If the S bcontractor takes exception to so releasing the
Contractor by accepting payments, Subcontractor ust return the payment wjth an affidavit listing each and every exception to
the release and stating no other claim exists. No p yment, including final payment, shall be evidence of the performance of this
Subcontract by the Subcontractor, either in whole o In part, and no payment shall be construed as an acceptance of defective
or incomplete Work, and the Subcontractor shall main responsible and Ila to for Its performance being in strict compliance
with this Subcontract and the Prime Contract.
6. Pa nt of Labor Su lies and M ri!a1. Subcontractor shall re eive the payments made by Contractor and hold
such payments as a trust fund to be applied first t the payment of any entil ies furnishing labor, materials or services for the
Work; and Subcontractor will so apply the payme is from Contractor befora using any part thereof for any other purpose.
Subcontractor shall, as often as requested by Contractor, furnish an affidavit showing the names and addresses of all entities
who shall have furnished labor, materials or services for the Work and the amc unt due or to become due to each such entity. All
payments may in the discretion of Contractor, be rr ade in the form of checkE payable jointly to Subcontractor and such entity.
Upon issuance of a joint check to Subcontractor an such other entity, both S bcontractor and such entity shall issue a release
of lien or bond rights. No agreement by Contractor o Issue joint checks shall a construed to bind Contractor to any such entity
In event of breach by Subcontractor or termination f this subcontract. If Sub rontractor shall fail to pay promptly when due, for
all labor, services and materials furnished in conne ion with the performanc of the Work, Contractor may, after two (2) days'
written notice to Subcontractor, pay the amount of such liabilities directly t o the sub - subcontractors or suppliers entitled to
receive such amount and recover the amount them of from Subcontractor, d reetly or by the application of any portion of the
Subcontract sum, then, or thereafter becoming due hereunder_ In order t assist the Contractor in assuring that all sub -
subcontractors and suppliers of the Subcontractor re paid, and to Insure tha,Contractor does not pay double for any services
or materials supplied under this Subcontract the Su contractor, and all subco tractors and suppliers performing for it under this
Subcontract, agree to supply, within ten (10) days c f a demand made, sworn 6tatements of account for all sums owed for labor
or materials supplied under this Subcontract . It Is pressly understood that the obligation to supply the Contractor with these
sworn statements of account flows to any.subconti actor or supplier of the Si bcontractor, and is a condition precedent to -any
claim by such subcontractor or supplier for paymen under any surety bond f which the Contractor is the principal.. The intent
of this provision is to give the Contractor all right conferred on the Owne by the Florida Construction Lien Statute. The
Contractor shall also be entitled to the benefit of th a proper payment defense, established by the Construction Lien Statute, in
the same mariner as such defense benefits the Ow ier. Subcontractor will, al the request of Contractor, provide affidavits from
all entities furnishing labor, materials or services to t Is effect that they have be n paid in full.
�C
Subcontractor Initial tontractor Initial
Rev 12110 Page 3 of 11
0310512012 11:53 4072608326 DHR SHUMATE PAGE 03103
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(t) The validity, interpretation and perfc
Florida. The Subcontractor hereby ;
accept service of process as if it we
that any dispute shall be resolved
Subcontract, the Subcontractor shal
Contractor for review and audit.
(g) Titles, captions or headings to any
have the full force and effect as if no
(h) The Subcontractor hereby agrees to
party, all those provisions required b
which affect the rights of the Con
between Contractor and Subcontrac
or Owner.
(I) Except as otherwise noted, all writ
telefaxed or mailed, postage prep;
personally delivered. Either party i
different address to which notice to
page 1 of this agreement and has fa
shall be deemed delivered upon Taxi
the job site bulletin board.
(j) All terms, conditions, stipulations, cc
considered severable in the event o
to be invalid.
(k) All communications, documents, an
Engineer with respect to the Work, s
SUBCONTRACTOR:
DHR ME=CHANICAL SERVI
INC.
Signed:
Printed Na
Titter 77r&�
Date,
WI
1)
2)
49
Subcontractor Initial
Rev 12110
rnance of this Subcontra shall be governed by the Laws of the State of
cknowledges that It is doi ig business in the State of Florida and agrees to
e personally served withli sold jurisdiction. Further. Subcontractor agrees
i Orange County, Florid , If any claim or dispute arises relating to this
immediately make all of is books and records of this Project available to
provision, etc., shall not limit the full contents of same. These provisions
titles existed.
incorporate into any subcontracts or purchase orders it has with any other
law to be incorporated tereln, and all those provisions of this Subcontract
ractor. This Subcontract shall neither create a contfactual relationship
pr's subcontractors or supbliers nor between the 'Subcontractor and the A/E
notices provided for in this Subcontract shall be deemed given when
I to the parties at the addresses set forth previously herein or when
iy, from time to time, b written notice as herein provided, designate a
shall be sent. If the Subcontractor has abandoned the address given an
td to supply Contractor With a new address, all notices required hereunder
I to last known fax numb r, delivering to last known address, or posting on
nants, provisions and greements contained in this Subcontract shall be
or more of them shall a determined by a court of competent Jurisdiction
drawings submitted by ihe Subcontractor to the Owner or the Architect -
ill be transmitted througH the Contractor.
M
CONTRACTOR:
KEL$EY CONSTRUCTION, INC.
Signed:
!Tinted Na e: JIM DAVIS
Title: SR. PROJECT MANAGER
Date:
WITNE : Require )
2) _
Page 11 of 11
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ontractor Initial