Subcontract Agreement
I(800} 871-1555tonnandblank.comSubcontract AgreementTo:Tom HeckmanCircle "R" Mechanical, Inc.6620 Shepherd AvenuePortage IN 46368Subcontract#: 79954Date: 3/20/2015Job: 15-H-002 Mainstreet- ChestertonExtraJob Address: Mainstreet Assisted Living Fac2775 Village PointChesterton, IN 46304Phone: (219)787-5566Fax: (219)787-5567By this Subcontract Agreement ("Agreement"), by and between: CONTRACTOR: TONN AND BLANK CONSTRUCTION, LLC,and SUBCONTRACTOR: Circle "R" Mechanical, Inc.The parties agree:The Subcontractor shall perform the Work required by the Subcontract Documents for the Project. The Work shall include allsupervision, labor, materials, supplies, tools, equipment, machinery, transportation, applicable taxes, storage, office facilities, and all otheritems and services necessary for the ·construction and completion of the Work, or reasonably inferable from the Subcontract Documents,to satisfactorily complete the Work in strict accordance with the Subcontract Documents, for the following generally described scope ofwork:Rcf!'rence Pnints:ReferellCt the Subcontract Agreement Number 011 eachFerwanl. threewaiver with each billing .:manretentionScope ofWork:023-05-05.10Lump Sum HVAC Total023-30-38.13Lump Sum Kitchen Hoods TotalComplete All HVAC work per 100% Construction Drawings by Arc Design dated01/23/2015, Addendum 1 and 2, Bid Package 23A attached as Exhibit D andconstruction schedule attached as Exhibit C.-Project Specific Certificate of Insurance is required- Centier Bank, ISAOA(Mortgagee) will need to be listed as an additional insuredDD:slbcc: Dave HillThe contractor agrees that it will pay the Subcontractor for said Work included in this Agreement the total sum ofEight hundred twelve thousand seven hundred thirty-five and .00/100 ( 812,735.00)("Subcontract Amount"), subject to additions or deductions hereinafter provided. 806,260.00 6,475.00
TONN AND BLANK CONSTRUCTION, LLCSUBCONTRACT AGREEMENT(1)SUBCONTRACT DOCUMENTSThe "Subcontract Documents" for this Agreement consist of this Agreement, the Subcontract General Conditions attached hereto andincorporated herein as Exhibit A, and the documents identified in the attached Exhibit B.The Subcontract Documents are available upon request by the Subcontractor at the Contractor's office during regular business hours exceptfor fmancial information in the Prime Contract.(2)PERFORMANCE BY SUBCONTRACTORThe Subcontractor shall commence the Work when and as directed by the Contractor, and shall diligently and continuously prosecute andcoordinate such Work with such workers, materials and equipment such that the Contractor, other subcontractors and third parties will notbe delayed, interrupted, hindered or disrupted by 'subcontractor's activities or operations, and to ensure completion of the Project within thetime specified by any construction schedule dates and/or milestones now or hereafter established in accordance with this Agreement or theSubcontract Documents. At no time shall the Subcontractor staff a job with less than sufficient craftsmen, except by permission of theContractor, and the Subcontractor shall supply manpower to the extent that, in the opinion of the Contractor, the Subcontractor is fullycooperating with other trades. The Subcontractor agrees to carry on the Work to the satisfaction of the Contractor.(3)SUBCONTRACT TIMETime is of the essence with respect to the Subcontractor's performance under this Agreement. The Subcontractor agrees to commence theWork within two (2) calendar days after receiving notice by the Contractor to proceed. The Subcontractor agrees that the Work shall becommenced and completed as provided in the Project Schedule and any updates. The Subcontractor shall be responsible for liquidated andactual damages incurred by the Contractor for delays caused, or contributed to, by the Subcontractor or any person or entity for whose actsthe Subcontractor may be liable or responsible, including all or a portion of any liquidated damages assessed by the Owner against theContractor attributable in whole or in part to such Subcontractor-caused delays. In the event liquidated damages or actual damages, orboth, are caused by the Subcontractor and another entity, the Contractor shall have the right to reasonably apportion said damages betweenthe parties and such apportionment shall be binding on the Subcontractor. If the Subcontractor delays the progress of the Work, theSubcontractor shall at his own cost and expense work such overtime as may be necessary to avoid further delay in the completion of theWork.(4)PAYMENTS(A)On or before the 25th day of each month or as otherwise directed by the Contractor, the Subcontractor shall submit tothe Contractor a written requisition for payment showing the proportionate value of the Work performed to date (from which shall bededucted a retainage of 10%), ail previous payments made to the Subcontractor, and all other charges for material or service furnished bythe Contractor to the Subcontractor. The amount of the requisition, less 10% retainage and any other deductions, shall be payable to theSubcontractor within fifteen (15) days after the Contractor receives payment from the Owner for Work performed by Subcontractor andafter approval by the Contractor, if applicable, and the Architect and/or Engineer of the Work performed. The Contractor's receipt ofpayment from the Owner for the Work shall be a condition precedent to the right of the Subcontractor to receive payment. If theSubcontractor does not submit its written requisition for payment by the 25th day of the month, the Contractor shall be under no duty toprocess said requisition for payment until thirty (30) days after receipt of the written requisition for payment.(B)Payment hereunder shall not be conclusive of the performance of this Agreement, either in whole or in part, or beconstrued as an acceptance of defective Work, nor shall the taking of possession of any Work done by the Subcontractor by the Contractoror the Owner be deemed as an acceptance.(C)At all times the Contractor reserves the right to retain amounts due to the Subcontractor under this Agreement to assureperformance by the Subcontractor under this Agreement or any other contract or to assure performance of any other obligation between theSubcontractor and the Contractor. The Contractor may withhold payment from the Subcontractor, either in whole or in part, for any failureof the Subcontractor to perform per the terms and conditions of the Subcontract Documents, or for the reasons and circumstances by whichthe Owner may withhold payment from the Contractor under the Prime Contract General Conditions, regardless of whether or not theOwner has actually withheld payment from the Contractor.(D)Notwithstanding any of the provisions set forth within this Agreement, the Contractor and the Subcontractor herebyagree that in addition to any other means, methods, or procedures for payment set forth herein, payment of sums due to the Subcontractorhereunder may be made in the form of checks issued payable jointly to the Subcontractor and to one or more of its sub-subcontractors2
TONN AND BLANK CONSTRUCTION, LLCSUBCONTRACT AGREEMENTand/or suppliers on the Project. The Contractor and the Subcontractor further agree that payments of sums owing to the Subcontractor maybe made directly to the Subcontractor's sub-subcontractors and/or suppliers if and to the extent claims of non-payment are hereby assertedby such parties. Payments in any such manner shall constitute payment hereunder and complete satisfaction of the Contractor's obligationshereunder, and the full amount of such payment, whether paid to the Subcontractor, issued jointly or paid directly to a sub-subcontractorand/or supplier, shall be credited against the Subcontract Aniount set forth in this Agreement. It is the specific agreement of the partieshereto that payment in any of the foregoing manners shall be at the option and discretion of the Contractor, and the Contractor shall haveno duty or obligation to make payments jointly or directly to third parties, nor shall any sub-subcontractor, supplier or lender of theSubcontractor, or any other third party, be or have rights of a third-party beneficiary with respect to the foregoing.Any information requested of the Subcontractor by the Contractor in order to issue joint checks pursuant to this paragraph shallbe provided promptly by the Subcontractor. Failure of the Subcontractor to provide information necessary to the Contractor for thepurposes of this paragraph shall be deemed a breach of this Agreement.(E)(5)Final payment shall be made to the Subcontractor as provided for in the General Conditions.NOTICESAny notice required or permitted to be delivered under this Agreement must be received by United States Certified Mail addressed to:Contractor:Jon A. Gilmore, P.E.- President and CEO (Principal)Tonn and Blank Construction, LLC·1623 Greenwood AvenueMichigan City, IN 46360Subcon .?.A.J, / v- ----"(Principal)-----'1.::.Vv · ,.Circle "R" Mechanical Inc.6620 Shepherd AvenuePortage. IN 46368(6)ENTIRE AGREEMENTThis Agreement represents the entire and integrated agreement between Contractor andSubcontractor and supersedes all prior negotiations,representations or agreements, whether written or verbal. No amendments, modifications or deletions to this Agreement are valid unlessthey are mutually agreed upon by the Contractor and Subcontractor in writing.on theIN WITNESS THEREOF, each of the parties has caused this Subcontract to be duly executed by its authorized representatives201hday of March2015.CONTRACTORSUBCONTRACTORTonn and Blank Construction LLC(name of Contractor)Circle "R" Mechanical Inc.(name o bcontracrr)By:Dave DyerDateBy:Its: Senior Project Manager(position or office held)Its:(position or office held)} 11--LJ lo-- Date.?. ,r'- -"-- .s; .:.I"""J . if v'\ ,t'----------656514 2Non -affiliated3
EXHIBIT AGENERAL CONDITIONS(1)SITE CONDmONSThe Subcontractor shall notify the Contractor in writing of any deficiencies of any work at the site prior to the commencement of the Work. Any unreported deficienciesshall be deemed accepted by the Subcontractor as of the commencement of the Work in such areas and become the responsibility of the Subcontractor. The Subcontractorrepresents and agrees that it has carefully examined and understands this Agreement and the other Subcontract Documents, that it has investigated the nature, locality, andsite of the Work and the conditions and difficulties under which the Work is to be performed, and that it enters into this Agreement on the basis of its own examination,investigation, and evaluation of all such matters and not in reliance upon any opinions or representations of the Contractor, or of any of its officers, agents, or employees.The Subcontractor is responsible for verifying the dimensions and elevations at the site by field measurement prior to ordering materials or in any way commencing theperformance of the Work. The Subcontractor shall be solely responsible for monitoring the progress of the Project and coordinating and performing all field measurementsin a timely marmer sufficient to support the Project Schedule.(2)UNKNOWN CONDITIONSIf in the performance of the Work the Subcontractor finds latent, concealed or subsurface physical conditions which differ materially from those indicated in the SubcontractDocuments, or unknown physical conditions of an unusual nature which differ materially from those ordinarily found to exist, and not generally recognized as inherent inthe kind of Work provided for in this Agreement, the Subcontractor shall notify Contractor within three (3) days after the first observance of these conditions in order toseek an adjustment in the Subcontract Amount and/or in the Schedule of the Work. The adjustment which the Subcontractor may receive in the Subcontract Amount and/orin the Schedule of the Work shall be limited to the adjustment the Contractor receives from the Owner on behalf of the Subcontractor (exclusive of the Contractor'smarkup). Surveys and other documents describing the physical characteristics, legal limitations or utility locations for the Project site are for information purposes only.The Contractor shall not be liable for inaccuracies or omissions therein, nor shall any inaccuracies or omissions in such items relieve the Subcontractor of its responsibilityto perform the Work in accordance with the Subcontract Documents.(3)INCONSISTENCIES OR CONFLICTSThe Subcontractor shall promptly call to the attention of the Contractor any discrepancy or conflict in the Subcontract Documents which affects the Work. In the event of aconflict or discrepancy in the Subcontract Documents, the Agreement shall take precedence over the other Subcontract Documents, figure dimensions shall take precedenceover scale measurements, large scale details shall take precedence over small scale drawings, and drawings of a later date shall take precedence over those of an earlier date.(4)PAYMENTS BY SUBCONTRACTORThe Subcontractor shall pay for all materials, equipment, and labor used in connection with the performance of the Work, including, but not limited to, necessary overtime,materials, equipment, machinery, fuel, oil, tools, management, and instrumentalities used in connection with the performance of the Work, and any wages and benefitsrequired by any collective bargaining agreement covering Subcontractor's employees, and will furnish satisfactory evidence to the Contractor, when and if requested by theContractor, that the Subcontractor has paid all payrolls, bills, expenses, and costs of every type and nature whatsoever connected with the performance hereof It isunderstood and agreed that, if any unit prices are set forth in this Agreement, those unit prices shall remain firm throughout the term of this Agreement, irrespective of thetime of completion of the Work or the sequence of the Subcontractor's operation on the Work.(5)TAXESThe Subcontractor hereby accepts and assumes exclusive liability and responsibility for the payment of applicable tax and all contributions, sales and use taxes or premiumswhich may be payable under the Unemployment Insurance Law of any state or under the Federal Social Security Law on employees of said Subcontractor engaged in theperformance of the Work included in this Agreement, and all o ::cupational, privilege, license, excise, gross income, gross receipts, sales, use, payroll, documentary or othertaxes which may be applicable to the Work performed or the materials used and.lor furnished under this Agreement.(6)ACCELERATION OF WORKIf, in the opinion of the Contractor, the Subcontractor is not proceeding with the prosecution of the Work in a timely fashion, and such failure to proceed is due to the act,omission or negligence of the Subcontractor, its agents, employees, or sub-subcontractors, then the Subcontractor shall, immediately and at no additional cost, work suchovertime, additional shifts, Sundays or holidays, as may be required to correct said delays and to ensure no further delays to the completion of the Work called for under thisAgreement. In the event that the Contractor orders such acceleration of the Work, the Subcontractor shall comply without any additional cost or expenses charged to theContractor. If the Subcontractor fails to comply with said Order of Acceleration, Contractor may, without prejudice of any rights and remedies available to it at law or underthis Agreement, supply such number of worKers and quantity of materials, equipment and other facilities as the Contractor deems necessary and shall charge the cost thereofto the Subcontractor who shall be liable for the payment of the same, including reasonable overhead, profit and attorney's fees. The Contractor has the right to deduct theseexpenses from the Subcontract Amount.(7)REQUESTS FOR PARTIAL PAYMENTThe Subcontractor shall submit before its first requisition for payment a detailed schedule showing the breakdown of the Subcontract price into its various parts on an AlAG703. Requisitions for payment shall be submitted on an AlA G702 and G703 form. With each written requisition for payment of any monies by the Contractor, theSubcontractor shall furnish a properly executed and verified partial waiver of lien on form approved by Contractor covering the amount of the requisition for payment beingsubmitted and provide a statement indicating that all materials and labor, including indirect benefits such as obligations under union contracts and other agreements, havebeen paid for by the Subcontractor. In the event there are any materialmen or laborers or indirect benefits such as obligations under union contracts and other agreementsthat have not been paid, the Subcontractor shall provide a statement indicating the unpaid amounts and the names and addresses of the unpaid persons, firms, corporations,or other organizations.TONN AND BLANK CONSTRUCTION, LLCGENERAL CONDITIONSPage 1 ofllVER9.14.10
(8)FINAL PAYMENT(A)(9)After receipt of Subcontractor's fmal written request for payment, final payment shall be made to the Subcontractor within thirty (30) days after:(1)the Work has been fully completed in strict compliance with the Subcontract Documents;(2)the Contractor has received payment from the Owner for work performed by the Subcontractor, which receipt of payment is a conditionprecedent to Contractor's duty to pay Subcontractor;(3)approval by the Contractor, the Architect and/or Engineer of the Work performed;(4)approval by the Contractor of the job site clean-up performed by Subcontractor;(5)the premises are free of all liens chargeable to the Subcontractor and the Subcontractor has furnished a general Release of All Liens andClaims and a Final Lien Waiver on a form as approved by the Contractor (such forms may include, but are not limited to, a fmal waiver,AlA G706, AlA G706A, and AlA G707); and,(6)the Subcontractor has furnished to the Contractor all operationaVinstructional/maintenance manuals, warranties, and all closeoutdocuments required by the Subcontract Documents.(B)Acceptance of final payment by the Subcontractor shall constitute waiver of any and all claims by the Subcontractor against the Contractor and theOwner.(C)Payment hereunder shall not be conclusive of the performance of this Agreement, either in whole or in part, or be construed as an acceptance ofdefective work, nor shall the taking of possession of any work done by the Subcontractor by the Contractor or the Owner be deemed as an acceptance.(D)If requested by Contractor, as a condition precedent to the issuance of final payment, the Subcontractor shall submit satisfactory evidence toContractor that all indebtedness relating to the Work has been satisfied by Subcontractor. .(E)Contractor may deduct from any payment due Subcontractor, including final payment, on the Project, a sum equal to any and all backcharges, creditsand/or other damages due Contractor from Subcontractor arising from or related to the Project.REMOVAL OF LIENS AND CLAIMSThe Subcontractor shall immediately remove or discharge any mechanic's lien by any of its suppliers, sub-subcontractors or anyone claiming under Subcontractor. If amechanic's lien, personal liability notice claim to the Owner, stop notice, or other claim is made or filed with or against the Contractor, the Owner, or the Project, theSubcontractor shall immediately satisfy, discharge, or remove the claim or lien, and cause the Owner of the Project and the Contractor to be dismissed from any actionwhich may be brought in connection with the claim or lien. If the Subcontractor fails to immediately satisfy, discharge, or remove such lien or claim, the Contractor shallhave the right, in its sole discretion, to remove, satisfy or discharge the lien by whatever means the Contractor chooses and the Subcontractor shall be liable to indenmify theContractor for all of the costs of satisfying, removing or
TONN AND BLANK CONSTRUCTION, LLC SUBCONTRACT AGREEMENT (1) SUBCONTRACT DOCUMENTS The "Subcontract Documents" for this Agreement consist of this Agreement, the Subcontract General Conditions attached hereto and incorporated herein as Exhibit A
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