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5 rl 3 4 I I GENERAL CONDITIONS The "General Conditions of the Contract for Construction," American Institute of Architects (AIA) DocumentA201 (1997 Edition), is hereby made a part of these Contract Documents, subject to the following Supplementary General Conditions. SUPPLEMENTARY GENERAL CONDITIONS REFER TO: ARTICLE 1 - GENERAL PROVISIONS 1.1.3 ADD the following sentence to the end: Contractor acknowledges and agrees that the Contract Documents are adequate and sufficient to provide for the completion of the Work, and include all work, whether or not shown or described, which reasonably maybe inferred to be required or useful for the completion of the Work in accordance with D all applicable laws, codes and professional standards. 1.1.5 ADD the words "and Shop Drawings" after the word Drawing on the first line. 1.2.3 ADD the following sentence to the end: In the event that there are other words or terms that need clarification within Contract Documents, reference and authority will be "Glossary of Construction Industry Terms," latest edition, published by The American Institute of Architects. 1.2.4 ADD the following to Subparagraph(s): 1.2.4 If and to the extent that any part of the Contract Documents conflict, the documents shall be interpreted by the Architect who shall assign priority based on the intent of the Contract Documents. REFER TO: ARTICLE 2 - OWNER 2.1.2 DELETE the Subparagraph in its entirety. 2.2.1 DELETE the Subparagraph in its entirety. 2.3.1 DELETE the word "persistently" in the first sentence of Subparagraph 2.3.1. In addition, DELETE the clause "except to the extent required by Subparagraph 6.1.3," at the end of Subparagraph 2.3.1, and ADD at the end of Subparagraph 2.3.1 the following: "This right shall be in addition to, and not in restriction or derogation of, the Owner's rights under Paragraph 12.2." REFER TO: ARTICLE 3 - CONTRACTOR 3.2.4 ADD the following to Subparagraph(s): 3.2.4 The Contractor shall examine the project site to make certain that conditions are acceptable for the Work and to determine proper location for storage, handling and access. Review conditions with all parties involved and obtain all necessary approvals for storage locations, scheduling and methods of operation. Any unacceptable conditions shall be reported immediately to the Architect and confirmed in writing. 3.2.5 The Owner warrants that the grounds, paving and parking areas, exterior lighting, buildings, equipment and interiors are in an acceptable and well maintained condition prior to the start of this work, and that all equipment is functioning properly. Contractor shall inspect all surfaces and grounds C before start of Work. Report prior damage of any kind to Owner and record by photographs and/or written description. Failure to so report and document any unacceptable condition will cause the Contractor to be back charged for any remedial work required to bring the property to Owner's acceptance. Execution of work shall be construed as an acceptance of existing conditions by the Contractor. 3.2.6 If Contractor elects to move, lift, store, and reinstall any of the Owner's property, he will become responsible for the safeguard, reinstallation and restoration to its condition before moving it. 3.2.7 Before commencement of Work, the Contractor shall photographically document all existing adverse conditions, including existing interior and exterior damage, contamination and stains, that might possibly be construed as being caused by the Contractor. In the absence of such documentation, it will be assumed that all existing conditions are without damage and are fully functional prior to the start of the Work. 3.3.1 ADD immediately after the word "Contract" the first time it appears in Subparagraph 3.3.1 the words "including coordination of all trades," 3.3.2 ADD the word "any" before the words "other persons." 3.4.2 DELETE the Subparagraph in its entirety and SUBSTITUTE the following: 3.4.2 Under no other circumstances will substitutions, alternates or "approved substitutions" be considered offer the Bid Opening. All substitution requests must originate with the Contractor and shall be accompanied with submittals and comparisons as stated the General Requirements. Requests from subcontractors, distributors, suppliers and/or manufacturers will not be considered. 3.4.3 ADD the following sentence to the end: Should the Architect or Owner find any person(s) employed on the project to be incompetent, unfit, or otherwise objectionable for his duties and so certifies the facts to the Contractor, the Contractor shall immediately cause the employee to be dismissed and said employee shall not be re-employed on this project without written consent of the Architect or Owner. 3.4A ADD the following to Subparagraph(s): 3.4.4 All manufactured articles, materials and equipment shall be installed according to manufacturer's directions unless otherwise indicated. B 3.4.5 Materials, products and equipment are specified in one of the following ways: .1 where listed by Manufacturer and trade name with no qualifying statement, listing shall be interpreted as establishing a standard of quality and shall not be construed as limiting competition. Any substitution which in the judgement of the Architect is equal to that listed, may be used when approved in writing in accordance with the Bid Documents; .2 where more than one material or manufacturer is named, Contractor has option of selecting any one of the materials or manufacturers named; and .3 where material is listed by description or by ASTM or FS numbers, any product meeting or exceeding requirements of such specification will be acceptable. If requested by Architect evidence shall be furnished showing that material meets requirements of specifications. 3A.6 When items, materials or equipment are shown on the drawings or are specified as furnished by Owner, installed by Contractor, the Contractor shall unload, uncrate, assemble, install and connect the item, material or equipment, complete in operating order. 3.4.7 The Contractor or his subcontractors shall not discriminate in hiring or any matter of employment by reason of age, marital status, handicap, sex, race, color, religion, ancestry, or national origin. g Submission of a bid on this project is implied acceptance of the inclusion of this clause and all Contract Documents. 3.4.8 Material shall be arranged and maintained in orderly manner with use of walks, drives roads and entrances unencumbered. Store, place and handle material and equipment delivered to project site sc as to preclude inclusion of foreign substances or causing of discoloration. Pile neatly and completely and barricade to protect public from injury. Protect material as required to prevent moisture absorption or damage from weather or the ground. Should it be necessary to move material at any time, or move sheds or storage platforms, Contractor shall move them as and when required at no additional cost to the Owner. The Owner assumes no responsibility for materials stored in building or site. The Contractor shall assume full responsibility for loss or damage due to storing of materials. Repairing of areas used, the placing of sheds, offices and storage of materials shall be done by the Contractor. 3.5.2 ADD the following to Subparagraph(s): 3.5.2 All warranty and guarantees shall extend for at least two (2) years from the date stated on the Certificate of Substantial Completion unless otherwise stated in these specifications and extended for longer periods. All Performance and Payment Bonds shall include the above warranty and guarantee A provisions. 3.6.1 ADD the following sentence to the end: Contractor shall pay unemployment and Social Security taxes or other taxes imposed by Local, City, State or Federal Government and certify to the Owner that this has been done before final payment is made to the Contractor. 3.9.2 ADD the following to Subparagraph(s): 3.9.2 The Contractor's Superintendent shall not be removed from the project before the issuance of the certificate of substantial completion without the written consent of the Owner. 3.9.3 The list of all supervisory personnel, including the project manager and superintendent, that the Contractor intends to use on the Project and a chain -of -command organizational chart shall be 1 submitted to the Owner for approval. The Contractor shall not engage supervisory personnel or utilize an organization and chain -of -command other than as approved by Owner in writing, and shall not change such personnel or form of organization without the written approval of the Owner. 3.12.4 DELETE the last sentence in Subparagraph 3.13.2 ADD the following to Subparagraph(s): 3.13.2 Material shall be arranged and maintained in orderly manner with use of walks, drives roads and entrances unencumbered. Store, place and handle material and equipment delivered to project site so as to prevent inclusion of foreign substances or causing of discoloration. Stack materials neatly and completely and barricade to protect public from injury. Protect material as required to prevent moisture absorption or damage from weather or the ground. Should it be necessary to move material at any time, or move sheds, trailers or storage platforms, Contractor shall move them as and when required at no additional cost to the Owner. The Owner assumes no responsibility for materials stored in building or site. The Contractor shall assume full responsibility for loss or damage due to storing of materials. Repairing of areas used, the placing of sheds, trailers, offices and storage of materials shall be done by the Contractor. 3.15.1 ADD the following at the end of the Subparagraph: The Contractor shall maintain streets and sidewalks around the Project site in a clean condition. The Contractor shall use its best efforts to remove all spillage and tracking arising from the performance of the Work from such areas, and shall establish a regular maintenance program (at least twice per week) of sweeping and hosing to a minimum accumulation of dirt and dust upon such areas. No waste material or rubbish shall be buried or burned on the site. 3.18.3 ADD the following to Subparagraph(s): 3.18.4 The Contractor hereby acknowledges the receipt of One Hundred Dollars ($100.00) and other good and valuable consideration as part of the Contract Sum from the Owner and acknowledges the receipt of One Hundred Dollars ($100.00) and other good and valuable consideration from the Architect which has been paid to him as specific consideration for the indemnification provided herein. The Contractor's policy shall provide the "Hold Harmless" rider and it shall be so noted on the Contractor's Certificate of Insurance. 3.19 ADD the following to Subparagraph(s): 3.19 REPRESENTATIONS AND WARRANTIES 3.19.1 The Contractor represents and warrants the following to the Owner (in addition to the other representations and warranties contained in the Contract Documents), as an inducement to the Owner to execute the Agreement, which representations and warranties shall survive the execution and delivery of the Agreement and final completion of the Work: .1 That Contractor is financially solvent, able to pay his debts as they mature and possessed of sufficient working capital to complete the Work and perform his obligations under the Contract Documents. ,2 That Contractor is able to furnish the plant, tools, materials, supplies, equipment and labor required to complete the Work and perform his obligations hereunder and has sufficient experience and competence to do so. .3 That Contractor is authorized to do business in the State of Florida and properly licensed by all necessary governmental and public and quasi -public authorities having jurisdiction over him and over the Work and the site of the Project. .4 That Contractor's execution of the Agreement and his performance thereof as within his duly authorized powers. .5 That Contractor, including all Subcontractors, has a complete and thorough understanding of the Bidding and Construction Documents; has visited the site of the Work; familiarized himself with the local conditions under which the Work is to be performed; and correlated his observations with the requirements of the Contract Documents. REFER TO: ARTICLE 4 - ADMINISTRATION OF THE CONTRACT 4.1.2 DELETE the word "Contractor" from the first sentence. DELETE the last sentence. 4.1.3 DELETE the Subparagraph in its entirety. 4.2.2 DELETE the first two sentences and SUBSTITUTE the following: 4.2.2 The Architect will visit the site and make observations as provided in the Owner/Architect Agreement. 4.2.2.1 ADD the following to Subparagraph(s): 4.2.2.1 Neither the Architect nor the Owner shall be responsible for compliance with the OSHA (Occupational Safety and Heath Act) or other Federal, State and local regulations for construction as required by 10J .1 and 13.1, and that the terms referring to "employer" within OSHA requirements shall be constructed to mean the Contractor. 4.2.9 DELETE the words "conduct inspections" from the first sentence of the Subparagraph, and SUBSTITUTE the words "observe the Work". 4.2.11 DELETE the words "decide matters" from the first sentence of the Subparagraph, and SUBSTITUTE the words "provide recommendations". In addition, DELETE the word "under" from the first sentence of the Subparagraph, and SUBSTITUTE the words "of the Owner and Contractor". ADD the following sentence directly after the first full sentence of the Subparagraph: "The Architect shall also be the initial interpreter of the Contract Documents when necessary to clarify any term, provision or condition thereof." 4.2.12 ADD the words "and in the absence of negligence" at the end of the Subparagraph 4.3.4.1 ADD the following to Subparagraph(s): 4.3.4.1 Notwithstanding anything in the Contract Documents to the contrary, the Contractor shall not receive any adjustments in the Contract Sum or the Contract Time if such unknown or concealed conditions is: 1 of a usual nature or does not differ materially from those ordinarily encountered and generally recognized as inherent in construction activities of the character provided for in the Contract Documents; .2 located below the surface of the ground and does not differ materially from those generally encountered in the general area in which the site of the Project is located or does not differ materially from conditions encountered in any subsurface investigation completed prior to the date of the Agreement; .3 not materially different from those conditions disclosed or which reasonably should have been discerned by the Contractor's prior work, inspection, tests and reviews; .4 of a nature which the Contractor or any Subcontractor should reasonably know or anticipate based on any of the foregoing; or .5 present in the existing premises and does not differ materially from those conditions generally encountered in buildings of similar type and character, given the age of the premises, the renovations made to and in it from time to time and construction practices prevalent in the industry at the time of the construction and renovation of the existing premises, or if none are discernible by the Contractor, construction practice actually used in the construction and renovation thereof. 4.6 DELETE the Subparagraph in its entirety. REFER TO: ARTICLE 5 - SUBCONTRACTORS 5.3.2 ADD the following to Subparagraph(s): 5.3.2 Subcontract Form. Notwithstanding any provision of subparagraph 5.3.1, any part of the Work performed for the Contractor by a Subcontractor or its Sub -subcontractor shall be pursuant to a written Subcontract between the Contractor and such Subcontractor (or the Subcontractor and its Sub -subcontractor at any tier), which shall be prepared on a form of subcontract satisfactory to the Owner in all respects. Each such subcontract shall, where the context so requires, contain provisions that: .1 require that such Work be performed in accordance with the requirements of the Contract Documents; .2 waive all rights the contracting parties may have against one another or that the Subcontractor may have against the Owner for damages cased by fire or other perils covered by the insurance described in the Contract Documents; .3 require the Subcontractor to carry and maintain insurance coverage in accordance with the Contract Documents, and file certificates of such coverage with the Contractor; .4 require the Subcontractor to submit certificates and waivers of liens for work completed by it and by its Subcontractors as a condition to the disbursement of the progress payment next due and owing; .5 require submission to Contractor or Subcontractor, as the case may be, of applications for payment in a form approved by the Owner, together with clearly defined invoices and billings supporting all such applications under each subcontract to which the Contractor is a party; .6 report, so far as practicable, unit prices and any other feasible formula for use in the determination of costs of changes in the Work; .7 require each Subcontractor to furnish to the Contractor in a timely fashion all information necessary for the preparation and submission of the reports required herein; .8 require that each Subcontractor continue to perform under its subcontract in the event the Contract is terminated and the Owner shall take an assignment of said subcontract and request such Subcontractor to continue such performance; and .9 require each Subcontractor to remove all debris created by its activates. 5.3.3 ADD the following to Subparagraph(s): 5.3.3 Affiliated Entities. The Contractor shall not enter into any subcontract, contract, agreement, purchase order or other arrangement ("Arrangement") for the furnishing of any portion of the materials, services, equipment or Work with any party or entity if such party or entity is an Affiliated Entity (as defined below), unless such Arrangement has been approved by the Owner, after full disclosure in writing by the Contractor to the Owner of such affiliation or relationship and all details relating to the proposed Arrangement. 5.3.3.1 The term "Affiliated Entity" means any entity related to or affiliated with the Contractor or with respect to which the Contractor has direct or indirect ownership or control, including, without limitation, any entity owned in whole or part by the Contractor; any holder of more than 10% of the issued and outstanding shares of, or the holder of any interest in, the Contractor; any entity in which any officer, director, employee, partner or shareholder (or member of the family or any of the foregoing persons) of the Contractor or any entity owned by the Contractor as a direct or indirect interest, which interests includes, but is not limited to, that of a partner, employee, agent or shareholder. 5.4.1.1 INSERT immediately after the words "Paragraph 14.2" the words "or stoppage of the Work by Owner pursuant to Subparagraph 2.3.1,". 5.4.2 DELETE the Subparagraph. 5.5 ADD the following to Subparagraph(s): 5.5 PAYMENTS TO SUBCONTRACTORS 5.5.1 The Contractor shall pay each Subcontractor, upon receipt of payment from the Owner, and amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor's Work, less the agreed percentage retained from payments to the Contractor. REFER TO: ARTICLE 7 - CHANGES IN THE WORK 7.1.4 ADD the following to Subparagraph(s): 7.1.4 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are so changed in a proposed Change Order or Construction Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. 7.1.5 The Owner or Architect, without invalidating the Contract, may at anytime request proposals for anticipated changes in the Work. Proposal Requests are for information only and are not an order for a change in the Work or an Order to stop Work in any area in which a change may be anticipated. The Contractor shall, within ten (10) calendar days from the date of proposal request, provide a written proposal for the anticipated change in the Work in accordance with the provisions of Paragraph 7.1.6 and 7.1.7. 7.1.6 The cost of all changes in the Work, defined as "Cost of the Work," shall be substantiated by complete itemized statements showing quantities and unit prices for material, labor (including all applicable fringe benefits, defined as "Out of Pocket Labor"), equipment and other items of cost. Cost of labor (including all applicable fringe benefits) and material shall be actual costs to the Contractor. The Contractor shall submit receipts, payrolls, bills, vouchers or other evidences, as the Architect may direct, showing his actual costs and his rights to the payment claims. 7.1.7 It is agreed that the reasonable allowance for Contractor's "Fee" that may be added to the "Cost of the Work" in the work as determined by any of the methods set forth in paragraphs 7.3.3 or 7.3.6. 7.1.8 The cost of product, material, service or work, defined as "Cost of the Work," shall be limited to the net cost to the Contractor, including but not limited to: all taxes, fees, or special approvals or permissions of any nature, inspections, cost of delivery to site of the work, hoisting, hauling or moving equipment, equipment and/or machinery rental charges directly associated with the work, miscellaneous consumable or disposable parts or tools associated with the work, all costs of all warranties and guarantees, less any discount for prompt payment or rebate for any action, consideration, or purchase, both present and future. 7.3.3 ADD the following at the end of the first sentence, ", as elected by the Architect:" 7.3.6 DELETE the Subparagraph in its entirety and SUBSTITUTE the following: 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an allowance for Contractor's Fee, subject to the limitations listed in Subparagraph 7.3.6.1. In such case, and also under Subparagraph 7.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. 7.3.7 DELETE the last sentence in the Subparagraph and INSERT the following: "When both additions and credits covering related Work or substitutions are involved in a change, the allowance for a Contractor's Fee shall be figured on the basis of net increase, if any, with respect to that change". 7.3.7.1 ADD the following to Subparagraph(s): 7.3.7.1 No claim for extra time or cost will be allowed unless same was done pursuant to a written order of the Architect and claim presented with first Application for Payment after changed or extra work is done. REFER TO: ARTICLE 8 - TIME 8.1.4 DELETE the Subparagraph in its entirety and SUBSTITUTE the following 8.1.4 For this contract, the term "day" or "calendar day" shall mean calendar day of 24 hours beginning at 12:01 midnight (0001-hours). The term "working day" shall mean any calendar day except Saturdays, Sundays and Federal holidays at place of building. 8.2.2 DELETE the Subparagraph in its entirety and SUBSTITUTE the following: 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor. The date of Notice to Proceed shall not be changed by the effective date of such insurance. 8.2.4 ADD the following to Subparagraph(s): 8.2.4 The Contractor shall furnish sufficient forces, construction plant and equipment and shall work such hours, including night shifts, weekends work where permitted, and overtime operations as may be necessary to ensure progression of work in accordance with the Contractor's construction schedule. The Contractor shall take such steps as may be necessary, or as may be required by the Owner, by increasing the number of personnel, the number of shifts, weekend work where permitted, overtime operations, days of work, and the amount of construction, in order to achieve Substantial Completion within the Contract Time, at no additional cost to the Owner. 8.2.5 Diligent Prosecution. The Contractor shall prosecute the Work regularly, diligently and uninterruptedly at such rate of progress as will insure full completion thereof within the time specified. 8.3.1 DELETE the Subparagraph in its entirety and SUBSTITUTE the following: 8.3.1 If the Contractor is delayed at anytime in the progress of the Work by any actor neglect of the Owner or the Architect, or by any employee of either, or by any separate Contractor employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire, unusual delay in transportation, adverse weather conditions not reasonably anticipated, unavoidable casualties, or any causes beyond the Contractor's control, or by any other cause which the Architect determines may justify the delay, Cher the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. 8.3.1.2 No Cost for Delay. To the fullest extent permitted by law, the Owner, Owner's Agents and employees shall not be held responsible for any loss or damage sustained by Contractor, or additional costs incurred by Contractor through delay caused by Owner, Owner's Agent, or employees, or any other Contractor or Subcontractor, or by abnormal weather conditions or by any other cause, and Contractor agrees that the sole right and remedy therefor shall be an extension of time. 8.3.1.3 All requests for time extensions must be submitted to the Architect with each pay request and shall remain on file until the first Change Order is processed or until such time that it becomes necessary because of the lack of Contract Time. It shall be the responsibility of the Contractor to submit each months request for time extensions. No consideration will be given for additional Contract Time offer the monthly certificate of payment is received by the Architect, unless otherwise agreed in writing by Architect and Owner. 8.3.2.1 ADD the following to Subparagraph(s): 8.3.2.1 The following will not be considered justification for the extension of time: (1) Delay caused by unless due to one of the clauses stated in Article 8 2 Shortage of workers; tr t r rSuppliersu e Subcon ac o s o, - () g (3) Inadequate lead-time for delivery of materials specified; or (4) Negligence on the part of the Contractor. 8.5 ADD the following to Subparagraph(s): 8.5 EXTENDED CONTRACT ADMINISTRATION 8.5.1 In the event that the Architect continues to provide Contract Administration because of the failure of the Contractor to complete the Project within 1 10% of the calendar days allotted for construction in the Contract for construction and in subsequent change orders, after the original construction Contract completion date and extensions have been approved and the cause of the delay is the Contractor's and is not attributable to the Architect, the Architect may request the Owner withhold from the Contractor's partial or final payment sufficient sums in order to compensate the Architect for extended Contract Administration. If the Architect certifies that he has provided such extended Contract Administration, and the delay in construction is the fault of the Contractor and is not attributable to the Architect, the additional Contract Administration shall be regarded as Additional Services for which the Architect shall be entitled to negotiate additional compensation based on the Architect's published hourly rate. REFER TO: ARTICLE 9 - PAYMENTS AND COMPLETION 9.2 DELETE the Subparagraph in its entirety and SUBSTITUTE the following: 9.2.1 Within seven (7) days from the date of the notification of selection for the award for the Contract for the Work, but in no event later than the Preconstruction Conference, the Contractor shall submit to the Architect a completely itemized Schedule of Values which shall reflect the cost of each subdivision of work of each Specification Section with each major item of the Work and each subcontracted item of the Work shown as a separate line item on the Continuation Sheet, AIA Document G703. The sum of all Schedules of Values shall equal the Contract Sum. If requested, the Contractor shall submit substantiating data. The Architect will review and approve the Schedule of Values and unless objected to by the Architect, shall be used only as a basis for the Contractor's Application for Payment. 9.3.1.3 ADD the following to Subparagraph(s): 9.3.1.3 Such Application for Payment shall be certified as correct by Contractor and shall be accompanied by waivers of liens and other documentation from Subcontractors and Sub -Subcontractors as reasonably may be required by the Owner. .1 Upon signing the Applications for Payment, the Contractor certifies: (i) that there are no written claims of mechanics', materialmen's or construction liens submitted to the Contractor at the date of such Application for Payment, (ii) that the Contractor has no knowledge of any filled mechanics', materialmen's or construction liens with respect to the Work; (III) that all due and payable bills with respect to the Work have been paid to date or shall be paid from the proceeds of such Application for Payment, (iv) that there is no known basis for filing of any mechanics', materialmen's or construction liens on the property of the Owner or againstthe sureties on the bonds; and (v) that waivers from all Subcontractors constitute and effective waiver of lien under the laws of the jurisdiction in which the Project is located to the extent of payments that have been made or are to be made concurrently with payment pursuant to such Application for Payment. 9.3.2 DELETE the Subparagraph in its entirety and SUBSTITUTE the following: 9.3.2 Delivered and/or stored materials not incorporated in the work -in -place, will not be certified for payment. 9.3.3 DELETE the words "security interests" in the last sentence. 9.5.3 ADD the following to Subparagraph(s): 9.5.3 Notwithstanding anything to the contrary contained in the Contract Documents, the Owner may withhold an a mentto the Contractor hereunder if and f r long the Contractor falls t perform an it y p yo so o g as e Co roc or a o pe o y of s obligations hereunder or otherwise is in default under any of the Contract Documents; provided, however, that such holdback shall be limited to an amount sufficient in the reasonable opinion of the Owner to cure any such default or failure of performance by the Contractor. 9.5.4 The Owner shall not be deemed to be in breach of this Contract by reason of the withholding of any payment pursuant to any provision of the Contract Documents provided the Architect has approved the Owner's action or the Work for which payment is being withheld shall have been rejected by any governmental authority or the Owner. 9.6.1 DELETE the Subparagraph in its entirety and SUBSTITUTE the following: 9.6.1 Unless otherwise indicated in the Agreement, the Owner shall make payment to Contractor within thirty (30) calendar days after receipt of the certified Application for Payment, and shall so notify the Architect. 9.6.8 ADD the following to Subparagraph(s): 9.6.8 All material and work covered by partial payments made become sole property of Owner, but this provision shall not be construed as relieving Contractor from sole responsibility for care and protection of materials and work upon which payments have been made or restoration of any damaged work or as waiver of right of Owner to require fulfillment of all terms of the Contract. 9.7.1 DELETE the Subparagraph in its entirety and SUBSTITUTE the following: 9.7.1. If the Architect does not issue a Certificate for Payment, or communicate in writing his reason for delay, through no fault of the Contractor, within ten (10) working days after receipt of the Contractor's application for payment, or if the Owner does not pay the Contractor within thirty (30) days after the date established in the Contract Documents, or another date previously agreed upon in writing, the amount certified by the Architect, then the Contractor may, upon seven (7) additional days written notice to the Owner and the Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended and the Contract Sum shall be increased by the amount of the Contractor's reasonable cost of shut -down, delay and start up, which shall be effected by appropriate Change Order in accordance with the provisions stipulated in Article 7. 9.8.6 ADD the following to Subparagraph(s): 9.8.6 Upon application by the Contractor and certification by the Architect, the Owner shall make payment reflecting adjustments in retainage for such work or portion thereof as follows: .1 In addition to any other retainage, the Owner will withhold three (3) times the value of any uncompleted work. 2 In addition to any other retainage, the Owner will withhold an amount equal to the estimated liquidated damages that may be assessed when liquidated damages are included as part of the Contract. . .3 In addition to any other retainage, the Owner will withhold an amount equal to the cost of any bonds, warranties, or guarantees required by this Project Manual. REFER TO: ARTICLE 10 - PROTECTION OF PERSONS AND PROPERTY 10.2.7 DELETE the lasttwo words and SUBSTITUTE: "the safety of persons or property." 10.2.8 ADD the following to Subparagraph(s): 10.2.8 Contractor shall protect adjoining private or public property and shall provide barricades, temporary fences, and covered walkways required to protect the safety of passers-by, as required by prudent construction practices, applicable building codes, ordinances or other laws, or the Contract Documents. 10.2.9 Contractor shall maintain Work, materials and apparatus free from injury or damage from rain, wind, storms, frost or heat. If adverse weather makes it impossible or commercially impractical to continue operations safely in spite of weather precautions, the Contractor shall cease Work and notify the Owner and the Architect of such cessation. The Contractor shall not permit open fires on the Project site without prior written permission of the Owner. 10.2.10 In addition to its other obligations pursuant to this Article 10, the Contractor shall, at its sole cost and expense, promptly repair any damage or disturbance to streets, walls, utilities, sidewalks, curbs, and the property of third parties (including governmental entities) resulting from the performance of the Work, whether by it or by it Subcontractors at any tier. The Contractor shall maintain streets, thoroughfares, sidewalks, and bicycle paths in good repair and traversable condition. REFER TO: ARTICLE 11 -INSURANCE 1 1.1.2 ADD the following sentence at the end of the Subparagraph: Such coverages shall be maintained by insurance carriers acceptable to Owner in all respects with a minimum rating by the most recent Bests Rating Classification of Class IV for the required amounts less than $1,000,000, Class V for required amounts than more than $1,000,000 and less than $2,000,000, and Class VI for the required amounts in excess of $2,000.00. If such policies are on a "claims made" basis, they shall be maintained by the Contractor for a minimum of four (4) years after the final completion of the Projeci and prior to payment of the first Application for Payment the Contractor shall provide to the Owner satisfactory proof that such Extended Reporting Period Coverage ("tail) is available if the Contractor should change policies or insurance companies. Furthermore, it is the Contractor's responsibility to insure against those claims for then, vandalism and other such items which are not specifically addressed elsewhere. 1 1.1.4 ADD the following to Subparagraph(s) 11.1.4. If the Contractor fails to purchase or maintain or require to be purchased and maintained the liability insurance required herein, the Owner may (but shall not be obligated to) purchase such insurance on the Contractor's behalf and shall be entitled to be repaid for any premiums paid upon demand. 11.1.5 The Contractor shall file Certificates of Insurance, acceptable to the Owner, prior to the start of any construction. Certificates shall bear original signatures and the raised seal of the agent, surety, authorized representative, "attorney in fact", or Florida Resident Agent. 11.1.6 The Owner and the Architect shall be named as Additionally Insured (AI) with the Contractor in the liability insurances to the limits specified in Ar ticle 11.1.1. Al coverage e shall be ISO Standard. Manuscript Al Endorsements are not acceptable. It shall be the responsibility of the Contractor to maintain the proper Al endorsements. 1 1.1.7 If by the terms of this insurance any mandatory deductibles are required, or if the Contractor should elect, with the concurrence of the Owner, to increase the mandatory deductibles amounts or purchase this insurance with voluntary deductible amounts, the Contractor shall be responsible for payment of the amount of all deductibles in the event of a paid claim. If separate Contractors are added as insured to be covered by this policy, the separate Contractors shall be responsible for payment of appropriate part of any deductibles in the event claims are paid on their part of the Project 11.1.8 When such insurance, due to the attainment of a normal expiration date or renewal date, shall expire, the Contractor shall, not less than thirty (30) days prior to such expiration or renewal date, supply the Owner with updated replacement Certificates of Insurance and amendatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner, limits of protection, and scope of coverage, as was provided by the Certificates of Insurance and amendatory riders or endorsements originally supplied to the Owner. The Certificates of Insurance shall contain a requirement that the Owner will be notified, by certified mail, of cancellation or modification of the coverage of at least thirty (30) days before the effective date of any cancellation or modification and that no other form of notification will otherwise relieve the insurer, its agents, or representatives of liabilltl� 1 1.3.3 DELETE the Subparagraph in its entirety 11.5 DELETE the Paragraph in its entirety and SUBSTITUTE the following 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds, in compliance with Section 255.05, Florida Statutes, covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. 11.5.2 Such bonds shall be (1) issued on the specified forms and by a surety reasonably acceptable to Owner, (ii) submitted to Owner for approval as to form, (iii) name the Owner, as obligee (vi) shall be in an amount equal to at least 100% of the Contract Sum (as the same may be adjusted from time to time pursuant to the Contract), and (v) contain a specific provision holding the surety liable for any consequential delay damages, liquidate or unliquidated, caused by the Contractor's breach under the Contract. The Contractor shall deliver the executed, approved bonds to the Architect for approval no later than seven (7) calendar days following the execution of the Agreement, Notwithstanding any provision of Florida Statues or language of the bond, the statute of limitation for actions against the - surety due to the alleged nonperformance (other than the delivery of labor or materials) of the Contractor shall be the some length of period as the statute of limitation for actions against the Contractor. 11.5.3 The costs of all bonds required under this Paragraph 11.5 shall be included in the Contract Sum. 11.5.4 The Owner shall have the right to waive any bonds required to be provided under this Paragraph 11.5, in which event the amount of the premium of any such waived bond, if included in the Contract Sum, shall be deducted from the Contract Sum by appropriate Change Order. 11.5.5 Upon the request of any person or entity appearing to be a potential beneficiary of any of the bonds required under this Paragraph 11.5, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy thereof to be made and delivered to such person or entity. The Contractor shall pos at the Project site copies of all bonds and such other papers as required by the law. 11.6 ADD the following to Subparagraph(s): 11.6 MISCELLANEOUS STATEMENTS r 11.6.1 Anything in the Contract Documents to the contrary notwithstanding and in addition to the insurance required to be maintained by the Contractor as herein above set forth, Contractor agrees to indemnify and defend Owner, or his agents, against any and all claims, loss, damage to or destruction of property including, without limitation, property and employees or Owner occurring wholly or in part, as the result of the work done or omitted to be done by, or contracted to be done but not done by, Contractor or his Subcontractors or the employees or agents or invitees either arising from injury or to death of persons or damage to or destruction of property due or claimed to be due, in whole or in part, to any negligence or fault of Owner or its employees, agents of invitees, except claims, loss, damage costs or expense resulting from risks as are herein above required to be insured by Owner. The Contractor shall be responsible for his Subcontractors to obtain the required insurance prior to commencing work. 1 1.6.2 Anything in the General Conditions to the contrary of the indemnification obligations hereby set forth shall not be applicable as between Owner and Contractor and any and all references to Owner therein are deleted. REFER TO: ARTICLE 12 - UNCOVERING AND CORRECTION OF WORK 12.1.1 DELETE the words "be uncovered for the Architect's observation" and insert in lieu thereof the words "the Owner or any governmental authority, be uncovered for their observation". 12.1.2 INSERT after the word "Architect", the first time it appears in Subparagraph 12.1.2 the words,", Owner or any governmental authority". 12.2.1.1 INSERT after the word "Architect", the first time it appears in Subparagraph 12.1.2 the words,", Owner or any governmental authority". 12.2.1.2 ADD the following to Subparagraph(s): 12.2.1.2 The Contractor shall furnish Owner his written guarantee and warranty in accordance with this Subparagraph and secure all written guarantees and warranties called for in the Contract Documents. 12.2.1.3 If within any guarantee period, repairs or changes are required in connection with guaranteed work, which in opinion of Architect is rendered necessary as result of use of materials, equipment or workmanship which are defective or inferior or not in accordance with terms of contract the Contractor responsible shall promptly, upon receipt of notice from Owner, and without expense to Owner: .1 Place in satisfactory condition in every particular all of such guaranteed work and correct all E defects therein. .2 Make good all damage to structures or site, or equipment or content thereof, which, in opinion of Architect, is result of use of materials, equipment or workmanship which are inferior, defective, or not in accordance with terms of Contract. rojo Architecture AA 0002952 5701 E. Hillsborough Avenue Suite 1122 Tampa, FL 33610 813 630 5508 (p) I rojo@rojoarchitecture.com 813 630 5518 (f) I www.getrojo,com STATE OF FLORIDA REGISTERED ARCHITECT ROBERT A. GLISSON I I.11 AR0015123 JONATHAN S. MOORE AR0093150 .3 Make over any work of materials or equipment and contents of structures or sites, disturbed in fulfilling any such guarantee. 12.2.1.4 In any case where, in fulfilling requirements of Contract or any guarantee embraced in or required thereby, Contractor responsible disturbs any work of the Owner or any work guaranteed under other contracts, he shall restore such disturbed work to condition satisfactory to Architect and guarantee such restored work to same extent as it was guaranteed under such other contract. 12.2.2 DELETE all reference to "one year" and SUBSTITUTE the words "two year(s)." 12.3.2 ADD the following to Subparagraph(s): 12.3.2 If, in the opinion of the Architect, it is not practical to remove and/or replace the Work at the time of application for payment, the Architect will direct one of the following remedies: Mark .1 The defective Work may remain, but the unit sum/price will be reduced fifty percent (50%) or an Issue/Revision amount at the discretion of the Architect. .2 The defective Work will be partially repaired to the instructions of the Architect, and the unit Project ID CAD File Name sum/price will be adjusted to a new sum/price at the discretion of the Architect. Drawn By 12.3.3 The authority of the Architect to assess the defect and identify payment adjustment, is final. Checked By 12.3.4 Reduction of the amount requested in the "application for payment" does not constitute Owner's Plot Date: acceptance of the Work or release the Contractor from his obligation to complete and/or correct the work before the next application for payment unless specifically agreed by the Architect and processed Record Date: via a Change Order. Sheet Title REFER TO: ARTICLE 13 - MISCELLANEOUS PROVISIONS 1.. �- . . \" 1. . t�% 1 N , 11 SEAL SHO N IS VALID Y WITH EMBOSSED IMPRINT, 1ND SIGNATURE IN RED... --- JSA MEDICAL TENANT BUILD -OUT 5526/5528 GALL BLVD ZEPHYRHILLS, FL 33542 5/13/11 1 PERMIT SET Date I Description PERMIT SET 11004 11004-CD.vwx APM JS Record Date 13.1.2 ADD the following to Subparagraph(s): GENERAL CONDITIONS I 13.1.2 Historical lack of enforcement of any law shall not constitute a waiver of Contractor's responsibilii for compliance with such law in a manner consistent with the Contract Documents unless and until the Contractor has received written consent for the waiver of such compliance from the Owner and the agency . responsible for the law enforcement. 13.5.1.1 ADD the following to Subparagraph(s): 13.5.1.1 All materials and equipment used in construction of the project shall be subject to adequate Drawing No. inspection and testing in accordance with accepted standards. The laboratory or inspection agency shall be selected by the Architect. Materials of construction, particularly those upon which the strength and durability of the structures may depend, shall be subject to inspection and testing to establish conformance with specifications and suitability for uses intended. SHEET SCALE: N.T.S. G-5,1 5 Q 3