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HomeMy WebLinkAboutAPPROVED Signed ContractAIA Document Ala 5"" - 2017 Standard Short Form of Agreement Between Owner and Con tractor AGREEMENT made as of the -� v day of A R t/_ in the year cc2021» BETWEEN the Owner (or "Association"): Oceanique Oceanfront Condominium Association, Inc. 4180 N AIA Ft. Pierce. FL 34949 and the Contractor: Danieilo, Salazar & Sons, Inc. 2708 N. Australian Ave.. Suite 9 West Palm Beach, FL 33407 (561)835-4788 for the following Project: Oceanique Oceanfront Condo Concrete Restoration Project, Building A. Units 201-207.605 The Architect: CSM Engineering, LLC 208 SW Ocean Blvd. Stuart, FL 34994 (772)220-4601 "All references to "Architect" in this Agreement shall refer to the Engineering firm identified above. The Owner and Contractor agree as follows. ADDITIONS AND DELETIONS The author of this docur has added information needed for its completic The author may also have revised the text of the original AIA standard fc An Additions and Deletic Report that notes added information as well as revisions to the standat form text is available t the author and should be reviewed. This document has import legal consequences. Consultation with an attorney is encouraged r respect to its completic or modification. XLZC MUC COPYrNG of ar portion of this AIA' Doc to another electronic fi prohibited and constitut violation of copyright 1 as set forth In the foot _his document. AIA n�nt A3050 - 2017. Copyright _ .993, 2001 ar.,j 1011 Sy The Americar. ;nSt:=are .f All rights reserved.='..:.N. 9a —1... notify Owner and Architect when it receives a building permit for the Work and shall provide a copy of the issued Permit to the Association. § 2.3 Substantial Completion: The Contractor shall achieve Substantial Completion of the entire Work not later than Ninety (90) calendar days from the Date of Commencement, excluding all Federal and locally observed Holidays and subject to adjustments as provided in the Contract Documents. To the extent that additional work outside the scope of the Contract is requested to be performed by the Association, such Work shall first be authorized by a properly executed change order in accordance with this Agreement. Contractor shall also be entitled to an extension of time to complete all Work to the extent that additional unit quantities of Work are performed that exceed the original estimated quantities set forth in Exhibit `2" and for additional Work outside the scope of the Contract Documents is authorized in writing by a properly executed written change order or an Engineer written field directive executed in accordance with this Agreement. The Contractor shall also be entitled to an extension of time for inclement weather or rain days that delay the completion of the Work. provided Contractor submits a request for extension of time in accordance with this Agreement and it is approved and accepted by the Engineer•, Engineer may not unreasonably withhold or delay any requests for additional time from Contractor. ARTICLE 3 CONTRACT SUM § 3.1 The estimated Contract Sum for the Work shall be One Hundred Forty -Six Thousand, One Hundred Seventy Dollars ($146,170.00), consisting of the lump sum and unit prices as stated in Exhibit "T' ("Contract Sum"). The Contract Sum includes a lump sum fee $9,200.00 for mobilization and $1.000.00 for demobilization. The mobilization fee shall be payable upon execution of this Agreement and before Contractor commences the Work: the demobilization fee shall be billed in Contractor's final Application for Payment. In the event the Contract Sum increases as provided under the terms of the Contract Contractor shall be entitled to an increase in the Contract Sum equal to five percent (5%) of such increase for additional general conditions, which sum the parties shall implement by change order. The Contract Sum does not include permit fees. Contractor shall obtain all required permits at the Association's expense and invoice the Association for the actual cost of the permits without markup, except for actual expediter fees. The "actual cost' of permits is the amount paid to the GAHJ for the permit issuance. Permit fees may include, but are not limited to. lead and asbestos testing required by state or federal law or authorities. Contractor shall submit all supporting documentation for the costs associated with the permit to the Association. The Contract Sum does not include the cost for performance and payment bonds and the parties agree that bonding is not required or contemplated. The Association shall not be liable for any cost increases associated with labor and materials that arise during the course of the Project. The parries agree that the Contract Sum may be more or less than the Contract Sum stated above depending on the quantities of Work the Contractor actually performs. If additional or fewer unit quantities are required to complete the Work as directed by the Engineer, the Contract Sum will be adjusted accordingly based on the unit prices in Exhibit -2" and the Contract Time will be proportionately extended as reasonably determined by the Architect. ARTICLE 4 PAYMENTS § 4.1.1 Based on Contractor's Applications for Payment certified by the Architect, the Owner shall pay the Contractor, in accordance with Article 12, and as provided below. § 4A.2 The period covered by each Application for Payment shall be twice per calendar month based on the value of Work completed during the application period applying the unit prices stated in Exhibit "2" The form of such payment requests shall be a notarized AIA Document G702, "Application and Certification for Payment," supported by AIA Document G703, "Continuation Sheet," or other similar form approved by the Association. All Work will be subject to approval by the Engineer, which approval may not be unreasonably withheld or delayed. Owner shall provide any objections to an Application for Payment, including missing documentation. amounts billed or Work performed, in writing to Contractor within ten (10) days of Engineer's receipt of the Application for Payment. if no written objections are made within this time, then the Application for Payment shall be deemed approved and Association shall tender payment to Contractor within fifteen (15) business days from the date of the Engineers receipt of the Application for Payment If the Association has not issued payment as required above, and has not objected to specific items in writing to the Contractor's Application for Payment and paid all non -objectionable items if objections have been served, the Contractor may upon providing the Association with five (5) days' written notice and an opportunity to cure, suspend further Work until the Owner tenders payment or, at any time after the opportunity to cure period has expired, declare the Owner in material breach and terminate the Work. Ifthe Contractor resumes Work following such a suspension and the suspension is not attributed to the acts and conduct of the Contractor, the Contractor's compensation shall be equitably adjusted to provide for direct actual expenses AIA �t A OT - 2017. C>py: 10ht _993. I00 and 2031 L)' ^m Jleetica:. Inrti[vte o[ A![n.te<-t!. All cn0hta +ruru�G. NARNI NG: TLa• =>cr-rnf r, P[ot�crM by 6 i(vyI[�It- incurred in the interruption and resumption of the Contractor's Work and a day for day extension in the time to perform for each day of such suspension. § 4.1.3 Contractor shall submit with each Application for Payment partial waivers and releases of lien from Contractor and any lienors serving a Notice to Owner for the pending Application for Payment, or, if completion is final, a Contractor's Final Payment Affidavit and final waivers and releases of lien utilizing forms prescribed in Fkxida law indicating that, to the extent Contractor has been paid for the Work, all subcontractors, laborers, materialmen, and suppliers have been paid for the Work completed. Nothing in this Agreement may be interpreted as Contractor being obligated to pay subcontractors or suppliers before it has received payment from Owner for the Work. § 4.1.4 A retainage of ten (10%) percent shal I be withheld from all payments made to Contractor to secure completion of all Punch List items of Work and other obligations pursuant to the Contract. When the Architect has approved Work with a value of fifty percent (50%) of the original Contract Sum, all retainage shall be reduced to five percent (5%). Damage to personal property and real property owned by others than the Association will not be considered Punch List work. § 4.1.5 Retainage shall not be withheld on permit fees or mobilization and demobilization fees. Retainage shall be released for any stacks or portions of the project that pass final inspection by the Engineer, and are returned to Owner's possession and control. More specifically, retainage shall be reduced to 5% per -stack after final inspection is passed by the Engineer on a per -stack basis and a final inspection. The remaining 5% retainage will be released to the Contractor upon completion of its punchlist on the stack and after acceptance of the final Work by Engineer, which acceptance may not be unreasonably withheld. The unit owners shall not be permitted to take possession of control of units where Work is performed until the punchlist is completed by the Contractor and retainage is released to the Contractor for that stack. Punchlist work shall be completed within 15 calendar days after receipt of a written punchlist from Architect. Any deficiencies or corrective work identified after Contractor clears its punchlist will be treated as warranty work. § 4.1.6 Payments due and unpaid within the times required in this Agreement shall bear interest from the date payment is due at the rate of ten percent (10%) per annum. ARTICLE 5 INSURANCE § 5.1 The Contractor shall maintain the following types and limits of insurance until the expiration of the period for correction of Work as set forth in Exhibit "3." § 6.2 Unless specifically precluded by the Owner's property insurance policy, the Owner and Contractor waive all rights against (1) each other and any of their subcontractors, suppliers, agents, and employees, each of the other; and (2) the Architect, Architect's consultants, and any of their agents and employees, for damages caused by fire or other causes of loss to the extent those losses are covered by property insurance or other insurance applicable to the Project, except such rights as they have to the proceeds of such insurance. ARTICLE 6 GENERAL PROVISIONS § 6.1 The Contract The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a written modification in accordance with Article 10. § 6.2The Work The term "Work" means the construction and services required by the Contract Documents, and includes all other labor, materials, equipment, and services provided, or to be provided, by the Contractor to fulfill the Contractor's obligations_ § 6.3Intent The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. AIA Dooarnt AlOA - 2017. Copyright : 1993. 2001 and 2011 by The Moritee 1"Utute or h Mite[ts. All rlghte CrerseC. Q IMZ gut § 6.4Ownership and Use of Architect's Drawings, Specifications and Other Documents Documents prepared by the Architect are instruments of the Architect's service for use solely with respect to this Project. The Architect shall retain all common law, statutory, and other reserved rights, including the copyright. The Contractor, subcontractors, sub -subcontractors, and suppliers are authorized to use and reproduce the instruments of service solely and exclusively for execution of the Work. The instruments of service may not be used for other Projects or for additions to this Project outside the scope of the Work without the specific written consent of the Architect. § 6.5 Notice Each notice required or permitted to be given under this Agreement must comply with the requirements of this paragraph. Each such notice shall be in writing and shall be delivered either by personally delivering it to the addressee, or by depositing it with the United States Postal Service by certified mail, return receipt requested, with adequate postage prepaid, addressed to the party at the address listed on page I of this Agreement, or by depositing it with Federal Express or other similar reputable overnight carrier for next -day delivery, prepaid, and addressed to the appropriate parry. Such notice shall be deemed effective upon delivery which shall be (i) at the time of actual receipt by the addressee if personally delivered, (ii) one day after deposited with Federal Express or similar overnight carrier if delivered via Federal Express or similar overnight carrier, or (iii) three (3) days after deposited with the United States Postal Service, or any official successor thereto as provided above, if delivered via certified mail. Rejection or other refusal by the addressee to accept the notice shall be deemed to be receipt of the notice. In addition, the inability of the United States Postal Service to deliver the notice because of a change of address of the party to which the notice was sent shall be deemed to be receipt of the notice sent. § 6.6 BINDING DISPUTE RESOLUTION The method of binding dispute resolution shall be as follows: [XX I Litigation in a court of competent jurisdiction In connection with any dispute arising out of this Contract, the prevailing parry shall be entitled to recover from the other parry said prevailing parry's attorney's fees and costs, including attorney's fees and costs for any mediation, arbitration, trial, bankruptcy and appellate proceedings. Jurisdiction and venue for all disputes shall only be in St. Lucie County, Florida. ARTICLE 7 OWNER § 7.1 Information and Services Required of the Owner § 7.1.1 If requested by the Contractor. the Owner shall furnish all necessary surveys and a legal description of the site. § 7.1.2 Except for permits and fees under Section 8.7. l that are the responsibility of the Contractor, the Owner shall obtain and pay for other necessary approvals, easements. assessments, and charges. § 7.1.3 Prior to commencement of the Work, at the written request of the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. § 7.2Owner's Right to Stop the Work If the Contractor fails to correct Work which is not in accordance with the Contract Documents, the Owner may direct the Contractor in writing to stop the Work until the correction is made. § 7.3Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies, correct such deficiencies. In such case, the Architect may withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the cost of correction, provided the actions of the Owner and amounts charged to the Contractor were approved by the Architect. AIA 0oo,m:ent XIOY - 2017. Copyright - 1993, 2007 aM 2017 by The Merlon Irstitu:e of ATChlos Cta. A11 nghts Meets . VA 10G! This § 7.40wner's Right to Perform Construction and to Award Separate Contracts § 7.4.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces. and to award separate contracts in connection with other portions of the Project. § 7.4.2 The Contractor shall coordinate and cooperate with the Owner's own forces and separate contractors employed by the Owner. § 7.4.3 The Owner shall provide all electrical outlets and power requirements for the scaffolding and power for the Work, as well as all reasonable and necessary water, parking, and staging area for the Contractor. The Contractor shall provide a port-o-lei for use by its employees. ARTICLE 8 CONTRACTOR § 8.1 Review of Contract Documents and Field Conditions by Contractor § 8.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site. become familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. § 8.1.2 The Contractor shall carefully study and compare the Contract Documents with each other and with information fumished by the Owner. Before commencing activities, the Contractor shall (I ) take field measurements and verify field conditions; (2) carefully compare this and other information known to the Contractor with the Contract Documents; and (3) promptly report errors, inconsistencies, or omissions discovered to the Architect. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 8.2 Contractor's Construction Schedule The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. § 8.3 Supervision and Construction Procedures § 8.3.1 The Contractor shall supervise and direct the Work using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work. § 8.3.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner, through the Architect, the names of subcontractors or suppliers for each portion of the Work. The Contractor shall not contract with any subcontractor or supplier to whom the Owner or Architect have made a timely and reasonable objection. § 8.4 Labor and Materials § 8.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor. materials, equipment, tools, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work promptly upon receipt of payment from the Owner. § 8.4.2 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract Work. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. § 8.4.3 Hours of Work shall be from 8:00 A.M. to 5:00 P.M. unless otherwise restricted by applicable law, ordinances. rules and regulations of the GAB], notwithstanding any rules and regulations of the Owner. During the hours 7:30 A.M. to 8:00 A.M. and after 4:45 PM to 5:30PM quiet, preparatory and cleanup work may be performed. Contractor shall store and park materials, equipment, tools and vehicles only in those areas designated by Owner. No Work will be permitted on Saturdays, Sundays and/or on National Holidays without the express written permission of the Owner. § 8.4.5 Contractor shall cause no waste to die Project or adjoining property in the performance of this Agreement, and at all times shall exercise reasonable due care to keep the premises in a neat, clean and organized manner as required by the A bo taint M05" - 2011. Copyright f 1993, 2007 and 2017 by The AOlrl Lan institute of Archltet[a. All rights ra.urvea. 9A 1"C: nl: Contract Documents. At the completion of the Work, Contractor shall remove all its waste materials and rubbish from and about the premises, as well as its tools, construction equipment, machinery and surplus materials. § 8.5 Warranty The Contractor hereby warrants and guarantees to the Owner that the Work will be performed in accordance with the Specifications and all other Contract Documents. All concrete repairs shall carry a warranty by the Contractor of five (5) years from Substantial Completion; all other Work shall have a warranty of one (1) year from Substantial Completion. Contractor shall furnish the Owner with all manufacturer warranties upon Final Completion of the Work. Contractor also warrants to the Owner and Architect that materials and equipment fumished under die Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. Contractor provides no warranty for items removed and reinstalled except to exercise reasonable due care in the removal and reinstallation of such items. § 8.6 Taxes The Contractor shall pay sales, consumer, use, and similar taxes that are legally required when the Contract is executed. § 8.7 Permits, Fees and Notices § 8.7.1 The Contractor shall obtain the building permit and other permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work. § 8.7.2 The Contractor shall comply with and give notices required by agencies having jurisdiction over the Work. If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. The Contractor shall promptly notify the Architect in writing of any known inconsistencies in the Contract Documents with such governmental laws, rules, and regulations. § 8.8 Submittals The Contractor shall promptly review, approve in writing, and submit to the Architect shop drawings, product data, samples, and similar submittals required by the Contract Documents. Shop drawings, product data, samples, and similar submittals are not Contract Documents. § 8.9 Use of Site The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, the Contract Documents, and the Owner. § 8.10 Cutting and Patching The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. § 8.11 Cleaning Up The Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. At the completion of the Work, the Contractor shall remove its tools, construction equipment, machinery and surplus material; and shall properly dispose of waste materials. § 8.12Indemnification To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner. Architect, Architect's consultants, and agents and employees of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Contractor shall not be responsible for damage to or loss of personal property of unit owners or others, including but not limited to plants, patio furniture, umbrellas, screens, and barbeque grills, when the personal property was located on or near balconies or in common areas undergoing Work AIA Docua,ent MO¢ - 2017. Cp 11iyh[ 1993, 2001 and 2019 by ne American Inac tcu[e of A Chlteeta. All evgh, rO&& w . M 410G- Tnic required by this Contract and the Contractor shall also not be responsible or liable for damage to interior areas and personal property of unit owners located inside units (such as pictures, vases, furniture, mirror) that are adjacent to Work areas, unless the damage was caused by negligence, recklessness, or intentional wrongful misconduct of Contractor or persons employed or utilized by Contractor relating to the performance of Work as described in this Contract. Contractor shall prevent damage to the unit interiors to the greatest extent practicable, but will not be responsible for damage or repairs to flooring, ceilings, drywall, stucco, trim, or interior areas of units when the damage in incidental to Contractor's performance of the Work unless the damage was caused by failure to exercise due care in performance of the Work, recklessness, or intentional wrongful misconduct of Contractor or persons employed or utilized by Contractor relating to the performance of Work as described in this Contract. Contractor will also not be responsible for damage to or protecting tile on balconies when the Engineer directs Contractor to perform repairs on the balcony and leave portions of the existing the in place during concrete repairs. Contractor shall take all reasonable efforts to protect property and not to cause damage to property adjacent to the Work and/or Work area. ARTICLE 9 ARCHITECT § 9.1 The Architect will provide administration of the Contract as described in the Contract Documents. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 9.2 The Architect will visit the site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the Work. § 9.3 The Architect will not have control over or charge of, and will not be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility. The Architect will not be responsible for the Contractor's failure to cam out the Work in accordance with the Contract Documents. § 9.4 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor. § 9.5 The Architect has authority to reject Work that does not conform to the Contract Documents. § 9.6 The Architect will promptly review and approve or take appropriate action upon Contractor's submittals, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 9.7 On written request from either the Owner or Contractor, the Architect will promptly interpret and decide matters concerning performance under, and requirements of, the Contract Documents. § 9.8 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from the Contract Documents, and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 9.9 The Architect's duties, responsibilities, and limits of authority as described in the Contract Documents shall not be changed without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. ARTICLE 10 CHANGES IN THE WORK § 10.1 The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract, consisting of additions, deletions or other revisions, and the Contract Sum and Contract Time shall be adjusted accordingly, in writing. If the Owner and Contractor cannot agree to a change in the Contract Sum, the Owner shall pay the Contractor its actual cost plus reasonable overhead and profit. § 10.2 The Architect may authorize or order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Such authorization or order shall be in writing and shall be binding on the Owner and Contractor. The Contractor shall proceed with such minor changes promptly. AIA Dorwnt MOY - 2017. Copyright J IM. 2007 end 2017 by The Ameritan Institute of Architects. All tights rag*r . WA 114C- this § 10.3 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be subject to equitable adjustment. ARTICLE 11 TIME § 11.1 Time limits stated in the Contract Documents are of the essence of the Contract. § 11.2 if the Contractor is delayed at any time in progress of the Work by changes ordered in the Work, or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, or other causes beyond the Contractor's control, the Contract Time shall be subject to equitable adjustment. § 11.3 Costs caused by delays or by improperly timed activities or defective construction shall be home by the responsible party. ARTICLE 12 PAYMENTS AND COMPLETION § 12.1 Contract Sum The Contract Sum stated in this Agreement, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 12.2Applications for Payment § 12.2.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment for Work completed in accordance with the values stated in this Agreement. The Application shall be supported by data substantiating the Contractor's right to payment as the Owner or Architect may reasonably require, such as evidence of payments made to, and waivers of liens from, subcontractors and suppliers. Payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment stored, and protected from damage, off the site at a location agreed upon in writing. § 1222 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information, and belief, be free and clear of liens, claims, security interests, or other encumbrances adverse to the Owner's interests. § 12.3 Certificates for Payment The Architect will, within seven days after receipt of the Contractor's Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in part; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect's reason for withholding certification in whole. If certification or notification is not made within such seven day period, the Contractor may, upon seven additional days' written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time and the Contract Sum shall be equitably adjusted due to the delay. § 12.4 Progress Payments § 12.4.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner provided in the Contract Documents. § 12.4.2 The Contractor shall promptly pay each subcontractor and supplier, upon receipt of payment from the Owner, an amount determined in accordance with the terms of the applicable subcontracts and purchase orders. § 12.4.3 Neither the Owner nor the Architect shall have responsibility for payments to a subcontractor or supplier. § 12.4.4 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the requirements of the Contract Documents. A Document A1D9e - 2013. Copyright : 1993, 200 and 2017 by The American ]nstitute of NcbateCeS. A11 ripb Ca r..r . MBRN'.NG: TM. § 12.5 Substantial Completion § 12.5.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner can occupy or utilize the Work for its intended usc. § 125.2 When the Contractor believes that the Work or designated portion thereof is substantially complete, it will notify the Architect and the Architect will make an inspection to determine whether the Work is substantially complete. When the Architect determines that the Work is substantially complete, the Architect shall prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion, establish the responsibilities of the Owner and Contractor, and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 12.6 Final Completion and Final Payment § 12.6.1 Upon receipt of a final Application for Payment, the Architect will inspect the Work. When the Architect finds the Work acceptable and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment. § 12.6.2 final payment shall not become due until the Contractor submits to the Architect releases and waivers of liens, and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests, or encumbrances arising out of the Contract. § 12.6.3 Acceptance of final payment by the Contractor, a subcontractor or supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 13 PROTECTION OF PERSONS AND PROPERTY § 13.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Contract. The Contractor shall take reasonable precautions to prevent damage, injury, or loss to employees on the Work and other persons who may be affected thereby, the Work and materials and equipment to be incorporated therein, and other properly at the site or adjacent therein. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, or by anyone for whose acts the Contractor may be liabie. § 13.2 The Owner shall be responsible for either providing plans showing all utility lines, conduits, and pipes not readily visible in areas where Contractor is performing Work or identify and mark such items in any area where Contractor shall perform Work; Contractor shall not be responsible for damage to any such utilities that are not marked by Engineer or identified in the plans ARTICLE 14 CORRECTION OF WORK § 14.1 The Contractor shall promptly correct Work rejected by the Architect as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work, including the costs of uncovering, replacement, and additional testing. § 14.21n addition to the Contractor's other obligations including warranties under the Contract, the Contractor shall. for a period of one year after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. § 14.3 If the Contractor fails to correct nonconforming Work within a reasonable time. the Owner may correct it in accordance with Section 7.3. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Assignment of Contract Neither parry to the Contract shall assign the Contract as a whole without written consent of the other. A OOPpYOt AlO - 2017. eopyrlght ' 1993, 2007 and 2017 by The Am ,Cvn Iret4tute of Architects. All .ag U a :.nr G: They : § 15.2 Tests and Inspections § 15.21 At the appropriate times, the Contractor shall arrange and bear cost of tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. § 15.2.2 If the Architect requires additional testing, the Contractor shall perform those tests. § 15.2.3 The Owner shall bear cost of tests, inspections, or approvals that do not become requirements until after the Contract is executed. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 15.3 Governing Law The Contract shall be governed by the law of the State of Florida without consideration of eonflict of law provisions. § 15.4 Should adverse conditions such as severe storms or hurricanes be forecasted, Contractor shall take all necessary precautions to secure its own equipment and materials, remove any pipe scaffolding or swing stage scaffolding that could be moved by the winds and become projectiles, and take such precautionary measures and removal of such equipment and apparatus. Upon receipt of written notice from the Association or Engineer, Contractor shall initiate reasonable measures in the event of such severe storms or hurricanes to avoid damage to other areas of the Association's property. At the discretion of the Engineer or Association and as reasonably attainable given the advance notice period provided, Contractor shall board up all areas susceptible to damage as a result of adverse conditions on a reasonable time and material basis, with an hourly rate not to exceed $70.90 per hour ($105.00 for electrical), exclusive of overtime, and material costs plus 20%, the costs for which shall be borne by the Association. The Association may, at its option, supply its own materials for use by the Contractor in accordance with this paragraph. For such charges, Contractor shall provide the Association with complete supporting documentation including time - slips, invoices and other documentation that the Association may reasonably req ARTICLE 16 TERMINATION OF THE CONTRACT § 16.1 Termination by the Contractor If the Work is stopped under Section 12.3 for a period of 14 days through no fault of the Contractor, the Contractor may, upon seven additional days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed including reasonable overhead and profit. and costs incurred by reason of such termination. § 16.2 Termination by the Owner for Cause § 16.2.1 The Owner may terminate the Contract if the Contractor 1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 is otherwise guilty of substantial breach of a provision of the Contract Documents. § 16.2.2 When any of the above reasons exist, the Owner, after consultation with the Architect, may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of the Contractor and may .1 take possession of the site and of all materials thereon owned by the Contractor, and .2 finish the Work by whatever reasonable method the Owner may deem expedient. § 16.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 16.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 16.2.4 if the unpaid balance of the Contract Sum exceeds costs of finishing the Work, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Owner. This obligation for payment shall survive termination of the Contract. AIA 0oom,ent MOVe - 2017. Capyyight . 2993, 2007 and 2017 by The American Institute of Architects. All uQ is raurvw. VMOIINC: Sae § 16.3 Termination by the Owner for Convenience The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. The Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed. ARTICLE 17 OTHER TERMS AND CONDITIONS § 17.1 Written Contract. This Contract is binding upon the parties hereto, their successors and assigns and replaces any and all prior Contracts or understandings between the parties hereto (whether written or oral) and cannot be modified except in a written documents signed by the Owner and the Contractor. This Contract is the joint product of the parties and shall not be more strictly construed against any party to this Contract. § 17.2 Counterparts; Effective Date. Signatures to this Agreement transmitted by facsimile transmission or by electronic mail in "portable document format" (`.pdf') form will have the same effect as physical delivery of the paper document bearing the original signature. This Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument. with the same effect as if all parties hereto had signed the same signature page. § 17.3 ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES. § 17.4 This Agreement contains the entire understanding between the parties concerning the subject matter hereof and supersedes any prior understanding or contracts between them concerning the subject matter hereof. If any provision of this Contract is held to be or becomes invalid, illegal or unenforceable or has been breached by any party to this Contract, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. AIA Dom C AlOY - "17. Copyright , 1993. 2007 and 2017 by The American Institute of Archliec[s. MI rights raurvW. W NINC Th-e s IN WITNESS WHEREOF, the parties hereto, having full, binding authority, have executed this Agreement on the day and year written above in at least two (2) original copies, one of which is to be delivered to the Contractor and one to the Association. Oceanique Oceanfront Condomioi m Association Ine. OWNER (Sign urV (Printed name and title) I -- a 8--tom) r &Sons, In CL l� CONTRACTOR (Signature) \ a»a»TP2t -r-,ct. Sta\i,lt{a'�. (Printed name and title) CGC 020612 and CGC 1518181 z�zoa A3A Oea,asbt A050 - 9017. Copyright t 1993, 2001. and 001' by The Aeerican Institute of Architects. ad1 elg,b received. KM jNG Tis