Canopy Community Development District

Agenda Package March 1, 2022

AGENDA

Canopy
Community Development District
Meeting Agenda

Tuesday	Dorothy B. Oven Park
March 1, 2022	3205 Thomasville Road
11:00 a.m.	Tallahassee, FL
Call In #: 865-606-8207
Participation Passcode #:7700

Board of Supervisors Meeting

Roll Call

Public Comment Period (1Speakers will fill out a card and submit it to the District Manager prior to the beginning of the meeting)

Approval of Minutes of the December 7, 2021 Meeting

Consideration of Proposal to Prepare Stormwater Needs Analysis Pursuant to Section of Section 403.9302, Florida Statutes
Greenman-Pedersen, Inc. - $8,500

Ratification of Change Order #1 with Baycrest Corporation for Clubhouse Construction for Decrease of ($25,374.02)

Ratification of Change Order #2 with Baycrest Corporation of Clubhouse Construction for Increase of ($61,640.27)

Ratification of Field Ops/Amenity Oversight Agreement

Consideration of Pool Maintenance Agreement (to be provided under separate cover)

Ratification of Final 3B Contract

Staff Reports
Attorney

Engineer

District Manager’s Report
Approval of Check Register Summary & Requisition Summary

Balance Sheet & Income Statement

Special Assessment Receipts Schedule

Other Business

Supervisors Requests

Adjournment

1 Comments will be limited to three (3) minutes

MINUTES

MINUTES OF MEETING CANOPY
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Canopy Community Development District was held Tuesday, December 7, 2021 at 11:07 a.m. at Dorothy B. Oven Park, 3205 Thomasville Road, Tallahassee, Florida.

Present and constituting a quorum were:

Tom Asbury	Chairman
Gregg Patterson	Vice Chairman
David Brady	Assistant Secretary Also present were:
Darrin Mossing, Jr.	District Manager
Lauren Gentry	District Counsel
Darrin Mossing	GMS

FIRST ORDER OF BUSINESS	Roll Call
Mr. Mossing, Jr. called the meeting to order at 11:07 a.m.

SECOND ORDER OF BUSINESS	Public Comment Period
There being none, the next item followed.

THIRD ORDER OF BUSINESS	Approval of the Minutes of the November 2
2021 Meeting

On MOTION by Mr. Patterson seconded by Mr. Asbury with all in favor the minutes of the November 2, 2021 meeting were approved as presented.

FOURTH ORDER OF BUSINESS	Public Hearing to Adopt Rates, Fees, Charges
&	a	Disciplinary	&	Enforcement	Rule, Resolution 2022-04
Mr. Mossing, Jr. stated this resolution was included in the agenda package and consists of two parts, Exhibit A is the rates and fees; the current rate for a non-resident is two times the 20- foot lot rate, which is $2,174 and this amount can change as O&M assessments increase or decrease. It also consists of an FOB replacement fee of $25 and Exhibit B is the disciplinary rules. Ms. Gentry stated these are the same rates and disciplinary rules that you saw previously,
the law requires us to advertise a public hearing and come back and do that. Your staff has published the notices, we are here today to do the final step in the process to get those adopted.

On MOTION by Mr. Asbury seconded by Mr. Patterson with all in favor the public hearing was opened.

There were no members of the public present.

On MOTION by Mr. Patterson seconded by Mr. Brady with all in favor the public hearing was closed.

Mr. Asbury stated the first offense is a verbal warning by the district manager or amenity staff. The second offense is automatic suspension of amenity privileges for 30-days, third offense is suspending all amenity privileges for one year. Is that based on individuals or a household?
Ms. Gentry stated we do have the ability to suspend a household if the offense warrants it and we also have flexibility to if it is something egregious, we can skip to a longer suspension. We have had situations where it needs more than a verbal warning for the first offense.
Mr. Asbury stated but it can be for an individual. Ms. Gentry responded yes.
Mr. Mossing stated the enforcement is to deactivate their access card. If a family has two access cards and there are four members and only one violated a rule, I think the family ultimately gets the punishment because the only way to stop them is to deactivate the card which they use to access the facility.
Mr. Asbury stated other than that do we have the ability to trespass someone?

Ms. Gentry responded yes do, when someone’s privileges are suspended, they get a letter that tells them the offense, how long they are suspended and if you come onto the property during that time, you are trespassing and we will call the police. That does require us to know that they are there, which may be difficult, but they are notified that they will be considered trespassing if they come on our property.
Mr. Asbury asked we don’t have to do anything more than notify them of that fact?
Ms. Gentry stated they are entitled to show up at the board meeting to address the board if they like when the board considers the suspension, but most of the time people do not.
Mr. Asbury asked in order to suspend somebody does it have to come before the board?
Ms. Gentry stated usually we send a letter based on staff’s discretion when it happens, and that suspension is up for discussion procedurally how you want to handle it, but usually we just say, this suspension is in place until the next board meeting and the board confirms that. This is also tied to the rules you adopted in the amenity policies.

On MOTION by Mr. Patterson seconded by Mr. Asbury with all in favor Resolution 2022-04 was approved.

FIFTH ORDER OF BUSINESS	Consideration of Agreement for Janitorial
Maintenance	Services	with	Tallahassee Cleaning Solutions, LLC
Mr. Mossing, Jr. stated the agreement is for them to clean the district’s facilities two times a week and that will cost $660 each week.
Mr. Asbury stated that amount seems high.
Ms. Gentry stated you can approve it in substantial form with not to exceed the amounts in the agreement and subject to the chairman’s sign off on the final cost. We wouldn’t sign anything until you are comfortable with the cost.

On MOTION by Mr. Asbury seconded by Mr. Brady with all in favor the contract for janitorial maintenance services with Tallahassee Cleaning Solutions, LLC was approved in substantial form with not to exceed amounts as described in the agreement and subject to the chairman’s approval of the final cost.

SIXTH ORDER OF BUSINESS	Consideration	of	Proposal(s)	to	Prepare
Stormwater	Needs	Analysis	Pursuant	to Section 5 of Section 403.9302, Florida Statutes
Greenman-Pedersen, Inc. - $8,500
This item was tabled.

SEVENTH ORDER OF BUSINESS	Consideration of Agreement with Tekpro, Inc.
for Security Camera Monitoring Service for
$180 Per Month
Ms. Gentry stated the reason this is not in your agenda package is that information about your security system plans is exempt from public records and we want to make sure it is not released publicly.

On MOTION by Mr. Asbury seconded by Mr. Brady with all in favor the agreement with Tekpro, Inc. was approved in substantial form, not to exceed the amounts in the agreement and subject to approval by the chairman.

EIGHTH ORDER OF BUSINESS	Consideration	of	Proposal	from	Florida
Environmental & Land Services, Inc. for Pond Maintenance & Cattail Removal Regarding North Stormwater Pond, Sweet Ridge Street

On MOTION by Mr. Asbury seconded by Mr. Brady with all in favor the proposal from Florida Environmental & Land Services, Inc. for year one in the amount of $1,600 and follow-up treatment in the amount of $750 was approved.

NINTH ORDER OF BUSINESS	Staff Reports
Attorney
Ms. Gentry stated we are wrapping up the Welaunee 3A and turn lanes segment of the Welaunee Boulevard project. After speaking with the engineer last week it looks like we will be ready to submit for reimbursement to the city and Blueprint sometime very soon. In the interest of getting materials ordered for Segment 3B as soon as possible we are getting that agreement that the board previously approved when we issued the RFP executed, getting bonds in place and issuing a limited notice to proceed to begin ordering the materials so we aren’t the victim of

materials delays and cost escalations and that sort of thing. The actual construction notice to proceed would come at a later date, once we have closeout of the first segment, reimbursement and that sort of thing.
Mr. Asbury asked as far as the timing, in the contract it talks about getting materials, so if materials are unavailable we can extend the contract.
Ms. Gentry stated timewise, yes. We can talk if we need to extend those times if that becomes an issue.

Engineer
There being none, the next item followed.

Manager
Approval of Check Register Summary and Requisition Summary
Balance Sheet and Income Statement
A copy of the balance sheet and income statement were included in the agenda package.

TENTH ORDER OF BUSINESS	Other Business
There being none, the next item followed.

ELEVENTH ORDER OF BUSINESS	Supervisors Requests
There being none,

On MOTION by Mr. Patterson seconded by Mr. Brady with all in favor the meeting adjourned at 11:41 a.m.

Secretary/Assistant Secretary	Chairman/Vice Chairman

SECTION IV

SECTION A

October 11, 2021

Canopy Community Development District
City of Tallahassee, Florida

Subject:	Work Authorization Number 9 – Stormwater Needs Analysis Canopy Community Development District

Dear Chairman, Board of Supervisors:

Greenman-Pedersen, Inc. (“Engineer”) is pleased to submit this proposal for Work Authorization #9 to provide engineering services for the Canopy Community Development District (“District”). We will provide these services pursuant to our current agreement dated August 18, 2017 (“Engineering Agreement”) as follows:

Introduction: GPI is of the understanding that the Canopy Community Development District is requesting a report as deemed necessary by new state law. This law requires special districts that own or operate stormwater management systems, stormwater management programs, or wastewater systems to create a 20-year needs analysis of such system(s). As it is understood, the City of Tallahassee is the owner and operator of the wastewater system, and therefore, the 20-year needs analysis will not need to be performed for the wastewater portions dictated in this law. To add, the PUD associated with the Canopy Development and the City’s plan for future users has already been planned and accounted for with the initial design of this system. The system is within a closed basin, and the design plans represent the full build-out condition of the area, so no new users are anticipated beyond and as what has been planned for.

For stormwater management programs and stormwater management systems, it is understood that an analysis must be provided that meets the stated requirements, which have been identified in our scope of services below. It is understood that this first analysis is due by June 30, 2022., and is to be updated every 5 years thereafter. It should be noted that this proposal is only for the initial report, and GPI shall re-engage with the District in 5 years to update the report.

Scope of Work
The District will engage Engineerto:

Create a “20-year needs analysis” of the CDD owned facilities as directed in the memorandum dated September 7, 2021, “Wastewater Services and Stormwater needs analysis”, This stormwater facilities report is to be completed per the provided “stormwater needs analysis template”, and is to include:
A detailed description of the stormwater management program or stormwater management system and its facilities and projects.
The number of current and projected residents served, calculated in 5-year increments.
The current and projected service area for the stormwater management program or stormwater management system(s)
The estimated remaining useful life of each facility or its major components.
The most recent 5-year history of annual contributions to, expenditures from, and balances of any capital account for maintenance or expansion of any facility or its major components.
The local government’s plan to fund the maintenance or expansion of any new facility or its major components. The plan must include historical and estimated future revenues and expenditures with an evaluation of how the local government expects to close any funding gap.

Deliverable: Digitally Signed and Sealed “stormwater needs” report, in PDF format.

Fees
The District will compensate Engineer a lump sum amount of eight thousand five hundred dollars and no cents ($8,500.00). The District will reimburse Engineer all direct costs which include items such as printing, drawings, travel, deliveries, et cetera, pursuant to the Agreement, not to exceed one hundred dollars and no cents ($100.00).

This proposal, together with the Engineering Agreement, represents the entire understanding between the District and Engineer with regard to the referenced work authorization. If you wish to accept this work authorization, please sign both copies where indicated, and return one complete copy to our office. Upon receipt, we will promptly schedule our services.

Assumptions & Exclusions:

It is assumed that requirements for Wastewater portions do not apply to the Canopy CDD’s Wastewater system, as it is owned and maintained by the City.

APPROVED AND ACCEPTED

By:		 Authorized Representative of
Canopy Community Develop

SECTION V

CHANGE ORDER

Archit ect Contractor Field Other

-- - BD!lc	f

Not valid until signed by the Contractor and Subcontract or.
PROJECT NAME:	Canopy CDD Clubhouse	CHANGE ORDER NUMBER:	1	
LOCATION:	Canopy Subdivision	DATE:	12/13 /2021	
PROJECT NO:	20-03	ARCHITECT'S PROJECT NO:		

SUBCONTRACTOR:

------------

CONTRACT DATE:	 	 CONTRACT FOR:

The Contract is changed as follows:

ADD:	Unit	Quantity	Unit Price	Ext. Price	
					
Deductive Change Order Reducing Contract	LS	-1	$25,374.02	-$25,374.02	
	LS			$0.00	
	LS			$0.00	
	LS			$0.00	
TOTAL	-$25 ,374.02	

1 . The original	(Contract Sum)	MaximumPrice)	was:	$ 2,054,682.00

Net change by previously authorized Change Orders:	$

(Contract
The	Sum)

(Contract
The	Sum)

(Guaranteed
Maximum Price)	prior to this Change Order was:

(Guaranteed
Maximum Price)	will be	(increased) (decreased) (unchang
ed)	by this Change Order in the amount of:

$2,054,682.00

-$25,374.02

Contract
The new	Sum

Guaranteed
Maximum Price	includingthis Change Order will be:	$ 2,029,307.98

The Contract Time will be	increased  decreased unchanged	by:

------days.

Maximum Price which have been authorized by Construction Change Directive.

Baycrest Corp.
CONTRACTOR

Canopy Community Development District

Owner

'

Address: 4708 Capital Circle NW Tallahassee, FL 32303

Address: 219 E. Livingston St. Orlando, FL 32801

BY:

SECTION VI

CHANGE ORDER

Architect Contractor Field Other

--- B08c	f

Not valid until signed by the Contractor and Subcontractor.
PROJECT NAME:	Canopy COD Clubhouse	CHANGE ORDER NUMBER: -	----

LOCATION: PROJECT NO: SUBCONTRACTOR:

-Ca-no'-p-'y--S--ubdivisi-on- - - - - DATE:	12/13/2021
----20-03-------ARCHITECT'S PROJECT NO:-------
------------CONTRACT  DATE:	 	

- - - - - - - - - - - - - - - - - - - -
The Contract is changed as follows:

CONTRACT FOR:	 	

ADD:	Unit	Quantity	Unit Price	Ext. Price	
					
Audio-Visual/ Security	LS	1	$39,826.97	$39,826.97	
Cabana	LS	1	$19,376.77	$19,376.77	
Pool Maintenance	LS	1	$2,436.53	$2,436.53	
	LS			$0.00	
TOTAL	$61,640.27	

The original	(Contract Sum)	MaximumPrice)	was:	$  2,054,682.00

Net change by previously authorized Change Orders:	$	(25,374.02)

	(Contract	(Guaranteed		
3. The	Sum)	Maximum Price)	prior to this Change Order was:	     $2,029,307.98 	

4. The	(Contract Sum)	(Guaranteed Maximum Price )	
will be	
(increased) (decreased)	
(unchang
ed)	by this Change Order in the amount of: 	$61,640.27

Contract	Guaranteed
The new	Sum	Maximum Price	including this Change Order will be:	 $ 2,090,948.25 

The Contract Time will be	increased decreased unchanged	by:	 	days.

Maximum Price which have been authorized by Construction Change Directive.

Baycrest Corp.
CONTRACTOR

Canopy Community Development District

Owner

Address: 4708 Capital Circle NW Tallahassee, FL 32303

Address: 219 E. Livingston St. Orlando, FL 32801

8   :	nGh-azvini
DAT .	iZ/L3/ l

SECTION VII

AGREEMENT BETWEEN THE
CANOPY COMMUNITY DEVELOPMENT DISTRICT AND PREMIER CONSTRUCTION-RESIDENTIAL, LLC,
FOR FIELD OPERATIONS AND FACILITY MANAGEMENT SERVICES

THIS AGREEMENT (the “Agreement”) is made and entered into this 	day of 	, 2022, by and between:

CANOPY COMMUNITY DEVELOPMENT DISTRICT, a local unit of special purpose government established pursuant to Chapter 190, Florida Statutes, whose address is 219 East Livingston Street, Orlando, Florida 32801 (the “District”); and

PREMIER CONSTRUCTION-RESIDENTIAL, LLC, a Florida limited liability company, whose mailing address is 4708 Capital Circle NW, Tallahassee, FL 32303 (the “Manager,” and together with the District, the “Parties”).

RECITALS

WHEREAS, the District is a local unit of special-purpose government established pursuant Chapter 190, Florida Statutes (“Act”); and

WHEREAS, pursuant to the Act, the District is authorized to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge and extend, equip, operate, and maintain systems, facilities and infrastructure in conjunction with the development of lands within the District; and

WHEREAS, the District presently owns and is continuing to construct and/or acquire various systems, facilities and infrastructure, specifically including landscaping improvements (the “Landscaping Improvements”), amenity facilities including a pool, a clubhouse, a gym, playgrounds, sports courts, and trails (together the “Amenity Facilities”), and other public infrastructure and improvements located within the District; and

WHEREAS, the District desires to retain an independent contractor to provide for field operations management for the Landscaping Improvements, provide for limited oversight of the Amenity Facilities, and to act as the District’s representative in coordinating and monitoring work performed under various agreements as needed (together, the “Services”); and

WHEREAS, for ease of administration, potential cost savings to property owners and residents, and the benefits of on-site inspection, operation and maintenance personnel, the District desires to contract with the Manager to provide the Services.

NOW, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

SECTION 1. RECITALS. The recitals so stated are true and correct and by this reference are incorporated into and form a material part of this Agreement.

SECTION 2.	MANAGER’S OBLIGATION.

Manager’s Duties. The Manager shall provide the Services identified at Exhibit A and such other services as may be mutually agreed to in writing by the Parties. Manager shall designate a representative for purposes of reporting to and coordinating with the District (the “Manager’s Representative”). The Manager’s Representative shall initially be Jason Ghazvini, and Manager shall notify the District in writing of any change in the Manager’s Representative.

Limitations on Manager’s Duties. Notwithstanding anything contained herein to the contrary:

The Manager shall not be responsible for or have control of accounting or cash disbursements for the District, nor shall the Manager have the authority to approve change orders; and

The Manager shall not be required to make exhaustive or continuous on- site inspections to check the District’s property, review construction means, methods, techniques, sequences or procedures for work performed by contractors, review copies of requisitions received from subcontractors and material suppliers and other data requested by the District to ascertain how or for what purpose a contractor has used money previously paid.

SECTION 3. COMPENSATION. The District shall pay the Manager  the sum of  Ten  Dollars ($10.00) per year for the provision of field operations management services pursuant to the terms of this Agreement. Additionally, the Manager shall be entitled to reimbursement for its reasonable and customary costs and expenses incurred by the Manager and its employees and consultants in the performance of its duties hereunder. Such expenses shall include, but are not limited to: expenses of long-distance communications; fees paid for securing approval of authorities having jurisdictions over the Improvements and/or the property on which they lie (including all permit and impact fees); the cost of reproductions, postage, express deliveries, electronic facsimile transmissions, and costs for the handling of drawings, specifications and other construction documents; any increase in premiums for that portion of insurance required by this Agreement that can be directly attributed to this Agreement; sales, use or similar taxes imposed by a governmental authority on any purchase otherwise authorized under this Agreement; and costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons or property if otherwise authorized pursuant to this Agreement (the “Reimbursable Expenses”). All Reimbursable Expenses shall be supported by reasonable documentation.

SECTION 4.	TERM.

The term of this Agreement shall commence as of the effective date of this Agreement and shall continue for a period of three (3) years unless otherwise terminated in accordance with this Agreement. Thereafter, this Agreement shall be automatically renewed for additional one (1) year periods unless either party

provides at least thirty (30) days’ written notice of its intent to not renew the Agreement.

Notwithstanding the foregoing, the Manager and the District shall both have the right to terminate this Agreement upon thirty (30) days’ written notice without cause. In the event of any termination, the Manager and the District shall use commercially reasonable efforts to cooperate with one another to provide a smooth and orderly transition of responsibilities between the Parties. Any termination of this Agreement shall not release District from its obligation to pay Manager the compensation and Reimbursable Expenses due for work performed prior to termination, subject to any offsets the District may have.

SECTION 5.	INSURANCE.

The Manager shall maintain, at its own expense throughout the term of this Agreement, insurance coverage from a reputable insurance carrier, licensed to conduct business in the State of Florida. The Manager shall provide the District a copy of the insurance policy, and any endorsements, prior to the commencement of the services contemplated under this Agreement. District shall also receive thirty
days’ notice of cancellation of any such insurance policy. Policies shall have the following minimum levels of insurance:

Worker’s Compensation Insurance in accordance with the laws of the State of Florida to include Employer’s Liability Coverage with limits of at least
$1,000,000 (one million dollars) per accident or disease.

Commercial General Liability Insurance covering the Manager’s legal liability for bodily injuries, with limits of not less than $1,000,000 (one million dollars) combined single limit bodily injury and property damage liability.

If an to the extent that the Manager owns or leases any automobiles, trailers or other equipment required to be licensed, Automobile Liability Insurance for bodily injuries in limits of not less than $1,000,000 (one million dollars) combined single limit bodily injury and for property damage, providing coverage for any accident arising out of or resulting from the operation, maintenance, or use by the Manager of any owned, non-owned, or hired automobiles, trailers, or other equipment required to be licensed.

As may be available, all policies shall name the District, and its staff and supervisors, as additional insureds. This shall be required for the Commercial General Liability Policy without exception, and based on market availability for the other policies referenced above.

SECTION 6.	INDEMNITY

Manager agrees to indemnify, defend and hold harmless the District and its officers, supervisors, agents and employees (“District Indemnitees”) from any and all liability, claims, actions, suits or demands (“Claims”) by any person, corporation or other entity for injuries, death, property damage or harm of any nature, arising out of, or in connection with, the acts or omissions of the Manager, or its officers, employees, representatives, or subcontractors, including litigation or any appellate proceedings with respect thereto, resulting from the Manager’s obligations as contemplated in this Agreement.

The indemnity obligations in this Agreement shall survive expiration or earlier termination of this Agreement.

SECTION 7. RECOVERY OF COSTS AND FEES. In the event either the District or the Manager are required to enforce this Agreement or any provision hereof by court proceedings or otherwise then, if prevailing, the District or the Manager, as applicable, shall be entitled to recover from the other all fees and costs incurred, including but not limited to reasonable attorneys’ fees, paralegal fees and expert witness fees and costs incurred prior to or during any litigation or other dispute resolution and including fees incurred in appellate proceedings.

SECTION 8. LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SECTION 9. ASSIGNMENT. Neither Party may assign this Agreement without the prior written approval of the other.

SECTION 10. INDEPENDENT CONTRACTOR STATUS. In all matters relating to this Agreement, the Manager shall be acting as an independent contractor. Neither the Manager nor employees of the Manager, if there are any, are employees of the District under the meaning or application of any Federal or State Unemployment or Insurance Laws or Old Age Laws or otherwise. The Manager agrees to assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of the Manager, if there are any, in the performance of this Agreement. The Manager shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and the Manager shall have no authority to represent the District as an agent, employee, or in any other capacity, unless otherwise set forth in this Agreement.

SECTION 11. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 12. AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the District and the Manager relating to the subject matter of this Agreement.

SECTION 13. AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both the District and the Manager.

SECTION 14. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Manager, both the District and the Manager have complied with all the requirements of law in order to effectuate the terms of this Agreement, and both the District and the Manager have full power and authority to comply with the terms and provisions of this instrument.

SECTION 15. NOTICES. All notices, requests, consents and other communications under this Agreement (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

If to the District:	Canopy Community Development District
219 East Livingston Street Orlando, Florida 32801 Attn: District Manager

With a copy to:	KE Law Group, PLLC
2016 Delta Boulevard, Suite 101
Tallahassee, Florida 32303 Attn: District Counsel

If to the Manager:	Premier Construction – Residential, LLC
4708 Capital Circle NW Tallahassee, FL 32303 Attn: Jason Ghazvini

Except as otherwise provided in this Agreement, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Manager may deliver Notice on behalf of the District and the Manager. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days’ written notice to the parties and addressees set forth herein.

SECTION 16. THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Manager and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the District and the Manager any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Manager and their respective representatives, successors, and assigns.

SECTION 17. CONTROLLING LAW; VENUE. This Agreement and the  provisions contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. Venue shall be in Leon County, Florida.

SECTION 18. PUBLIC RECORDS. Manager understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Manager agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to section 119.0701, Florida Statutes. Manager acknowledges that the designated public records custodian for the District is Darrin Mossing (“Public Records Custodian”). Among other requirements and to the extent applicable by law, the Manager shall: 1) keep and maintain public records required by the District to perform the service; 2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the contract term and following the contract term if the Manager does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the contract, transfer to the District, at no cost, all public records in the Manager’s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are transferred by the Manager, the Manager shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats

IF THE MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE MANAGER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (877) 888-1002, DMOSSING@GMSTNN.COM, OR 219 E. LIVINGSTON STREET, ORLANDO, FLORIDA 32801.

SECTION 19. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 20. ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Manager as an arm’s length transaction. The District and the Manager participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen, and selected the language, and any doubtful language will not be interpreted or construed against any party.

SECTION 21. E-VERIFY. Manager shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, to the extent required by Florida Statute, Manager shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees and shall comply with all requirements of Section 448.095, Florida Statutes, as to the use of subcontractors. The District may terminate the Agreement immediately for cause if there is a good faith belief that the Manager has knowingly violated Section 448.091, Florida Statutes. By entering into this Agreement, the Manager represents that no public employer has terminated a contract with the Manager under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

[Signatures on Following Page]

IN WITNESS WHEREOF, the parties execute this Agreement the day and year first written
above.

CANOPY COMMUNITY DEVELOPMENT DISTRICT

Chairman, Board of Supervisors

PREMIER CONSTRUCTION- RESIDENTIAL, LLC

By:  	

Print Name:  	 Its:  	

Field Operations Management.

Exhibit A Scope of Services

The Manager shall provide the District with field operations management services for the District’s Landscaping Improvements. Manager shall be responsible for, and authorized to perform on behalf of the District, general oversight and management of the Landscaping Improvements, which shall include:

Coordination and oversight of maintenance services for the Landscaping Improvements (the “Maintenance Services”);
Coordination with vendors to ensure all Maintenance Services for the Landscaping Improvements are in compliance with contract specifications;
Interface with vendors regarding deficiencies in service or need for additional services;
Obtain proposals for Maintenance Services as requested by the District and provide them to the District Manager;
Cause routine repair work or normal maintenance to be performed as may be required for the operation of the Landscaping Improvements, or as required under applicable government permits.
Facility Management
The Manager shall provide the District with facility management and oversight services at the District’s amenity facilities, including the clubhouse, gym, pool, playgrounds, sports courts, and trails, including but not necessarily limited to:

Coordinate with vendors, including but not necessarily limited to janitorial vendors and security vendors, to ensure services provided are adequate for the District’s needs and in compliance with contract specifications;
Interface with vendors regarding deficiencies in service or need for additional services;
Obtain proposals for maintenance or other services as requested by the District and provide them to the District Manager;
Act as the District’s on-site representative in responding to on-site incidents, including having authority to issue amenity suspensions for violations of the District’s rules and policies after coordination with the District Manager and District Counsel. Manager shall immediately report any on-site incidents to the District Manager.

General Services

Inspection. The Manager shall be authorized to conduct periodic inspections of the Landscaping Improvements, the Amenity Facilities, and other district facilities. In

the event the Manager discovers any irregularities or need of repair, the Manager shall report same to the District Manager or its designated representative and shall assist in coordinating responsive action as needed.

Notification of Emergency Repairs. The Manager shall immediately notify the District Engineer and District Manager, or a designated representative, concerning the need for emergency repairs of which Manager is aware when such repairs are necessary for the preservation and safety of persons and/or property.

Care of the Property. The Manager shall use commercially reasonable efforts to protect the District’s property and the property of landowners or other entities from damage by the Manager, its employees or contractors. The Manager agrees to promptly repair any damage to such property resulting from the Manager’s activities and work and to notify the District of the occurrence of such damage caused by the Manager’s activities within forty-eight (48) hours.

Contract Administration and Procurement. Assist the District in locating and contracting with maintenance and service providers, assist in securing competitive bids/proposals on services and products for the District as needed, and coordinate and monitor the activity and performance of maintenance providers, including, when necessary, scheduling services and coordinating between vendors. When designated, act as the District’s representative as described in the applicable agreement.

Note: The Manager shall not be responsible for or have control of accounting or cash disbursements for the District, and shall not have the authority to approve change orders or additional services. Any proposals for change orders or additional services must be submitted to the District Manager for consideration by the District’s Board of Supervisors.

SECTION IX

This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the controlling Laws and Regulations.

AGREEMENT
BETWEEN OWNER AND CONTRACTOR FOR CONSTRUCTION CONTRACT (STIPULATED PRICE)

WELAUNEE BLVD, SEGMENT 3B

Endorsed by

Copyright © 2013:

National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794
(703) 684-2882
www.nspe.org

American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474
www.acec.org

American Society of Civil Engineers
1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723
www.asce.org

The copyright for this EJCDC document is owned jointly by the three sponsoring organizations listed above. The National Society of Professional Engineers is the Copyright Administrator for the EJCDC documents; please direct all inquiries regarding EJCDC copyrights to NSPE.

NOTE: EJCDC publications may be purchased at www.ejcdc.org, or from any of the sponsoring organizations above.

AGREEMENT
BETWEEN OWNER AND CONTRACTOR
FOR CONSTRUCTION CONTRACT (STIPULATED PRICE)

THIS AGREEMENT is by and between	 Canopy Community Development District	(“Owner”) and
  Sandco, LLC	(“Contractor”).

Owner and Contractor hereby agree as follows:

ARTICLE 1 – WORK

Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows:
Construction Services for Welaunee Blvd, Segment 3B

ARTICLE 2 – THE PROJECT

The Project, of which the Work under the Contract Documents is a part, is generally described as follows: Construction Services for Welaunee Blvd, Segment 3B

ARTICLE 3 – ENGINEER

The part of the Project that pertains to the Work has been designed by Greenman-Pedersen, Inc. (GPI), located at 1590 Village Square Blvd., Tallahassee, Florida 32309.
The Owner has retained Dantin Consulting, LLC (“Engineer”) to act as Owner’s representative, assume all duties and responsibilities, and have the rights and authority assigned to Engineer in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents.

ARTICLE 4 – CONTRACT TIMES

Time of the Essence
All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract.
Contract Times: Days
Contractor agrees to meet substantial completion within one hundred five (105) days of the Notice to Proceed for construction commencement. Contractor agrees to meet final completion of all work described herein within one hundred thirty-five (135) calendar days of the issuance of the Notice to Proceed for construction commencement. Contractor acknowledges that the Owner may issue multiple Notices to Proceed for distinct Project segments, and no work is authorized to commence unless specifically authorized in a Notice to Proceed. The Contract Times will not commence until such date as is indicated in a Notice to Proceed. Any work commenced without specific authorization in a Notice to Proceed shall be at the Contractor’s own risk.

Liquidated Damages
Contractor and Owner recognize that time is of the essence as stated in Paragraph 4.01 above and that Owner will suffer financial and other losses if the Work is not completed within the times specified in Paragraph 4.02 above, plus any extensions thereof allowed in accordance with the Contract. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty):
Substantial Completion: Contractor shall pay Owner $500.00 for each day that expires after the time (as duly adjusted pursuant to the Contract) specified in Paragraph 4.02.A above for Substantial Completion until the Work is substantially complete.
Completion of Remaining Work: After Substantial Completion, if Contractor shall neglect, refuse, or fail to complete the remaining Work within the Contract Times (as duly adjusted pursuant to the Contract) for completion and readiness for final payment, Contractor shall pay Owner $1000.00 for each day that expires after such time until the Work is completed and ready for final payment.
Liquidated damages for failing to timely attain Substantial Completion and final completion are not additive and will not be imposed concurrently.

ARTICLE 5 – CONTRACT PRICE

Owner shall pay Contractor for completion of the Work in accordance with the Contract Documents the amounts that follow, subject to adjustment under the Contract:
For all Work other than Unit Price Work, a lump sum of: $2,084,357.34.
All specific cash allowances are included in the above price in accordance with Paragraph
13.02 of the General Conditions. For all Work, at the prices stated in Contractor’s Bid,
attached hereto as an exhibit.

ARTICLE 6 – PAYMENT PROCEDURES

Submittal and Processing of Payments
Contractor shall submit Applications for Payment in accordance with Article 15 of the General Conditions. Applications for Payment will be processed by Engineer as provided in the General Conditions.
Progress Payments; Retainage
*A. Owner shall make progress payments on the basis of Contractor’s Applications for Payment in a manner consistent with the Local Government Prompt Payment Act, sections 218.70 through 218.80 of the Florida Statutes. All such payments will be measured by the Schedule of Values established as provided in the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no Schedule of Values, as provided elsewhere in the Contract.

Five percent (5%) of the amount of each progress payment shall be withheld as retainage until final completion of the Work, acceptance of the Work by the Owner, satisfaction of all punch list requirements, and submission of all documents required under Paragraph 15.06 of the General Conditions, subject to any offsets to which the Owner is entitled. Procedures for withholding and release of retainage shall be in accordance with Florida law, including sections 218.735 and 255.078, Florida Statutes.
Final Payment
Upon final completion and acceptance of the Work in accordance with Paragraph 15.06 of the General Conditions, Owner shall pay the remainder of the Contract Price as recommended by Engineer as provided in said Paragraph 15.06.

ARTICLE 7 – INTEREST

7.01 All payments due and not made within the time prescribed by Section 218.735, Florida Statutes, shall bear interest at the rate of one percent (2%) per month on the unpaid balance in accordance with Section 218.74(7), Florida Statutes.

ARTICLE 8 – CONTRACTOR’S REPRESENTATIONS

In order to induce Owner to enter into this Contract, Contractor makes the following representations:
Contractor has examined and carefully studied the Contract Documents, and any data and reference items identified in the Contract Documents.
Contractor has visited the Site, conducted a thorough, alert visual examination of the Site and adjacent areas, and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work.
Contractor is familiar with and is satisfied as to all Laws and Regulations that may affect cost, progress, and performance of the Work.
Contractor has carefully studied all: (1) reports of explorations and tests of subsurface conditions at or adjacent to the Site and all drawings of physical conditions relating to existing surface or subsurface structures at the Site that have been identified in the Supplementary Conditions, especially with respect to Technical Data in such reports and drawings, and (2) reports and drawings relating to Hazardous Environmental Conditions, if any, at or adjacent to the Site that have been identified in the Supplementary Conditions, especially with respect to Technical Data in such reports and drawings.
Contractor has considered the information known to Contractor itself; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Contract Documents; and the Site-related reports and drawings identified in the Contract Documents, with respect to the effect of such information, observations, and documents on (1) the cost, progress, and performance of the Work; (2) the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and (3) Contractor’s safety precautions and programs.
Based on the information and observations referred to in the preceding paragraph, Contractor agrees that no further examinations, investigations, explorations, tests, studies,

or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract.
Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. This includes, but is not limited to, an understanding that the District has retained a site contractor to perform construction services related to Welaunee Blvd, Segment 3A, which this Project shall be coordinated with to ensure a consistent and seamless roadway construction project.
Contractor has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by Engineer is acceptable to Contractor.
The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.
Contractor’s entry into this Contract constitutes an incontrovertible representation by Contractor that without exception all prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents.

ARTICLE 9 – CONTRACT DOCUMENTS

Contents
The Contract Documents consist of the following:
This Agreement, as modified herein.
Performance bond (pages 1 to 2, inclusive).
Payment bond (pages _1_ to _2_, inclusive).
Other bonds.
Bid Bond (pages 1 to 2, inclusive).
General Conditions, as modified therein (pages 1 to 73, inclusive).
Supplementary Conditions Relating to Insurance Requirements, Subsurface Conditions, and Hazardous Conditions (pages 1 to 3, inclusive).
Specifications as noted and referenced in the drawings, and specifically including, but not limited to, the City of Tallahassee specifications and FDOT specifications.
MWSBE Forms
Drawings (not attached but incorporated by reference) consisting of the Drawings listed on the attached sheet index.
Addenda (numbers _1_ to 3 inclusive).
Exhibits to this Agreement (enumerated as follows):
Exhibit A - Contractor’s Bid (pages _1_ to 254, inclusive).
Addendum to Standard Agreement Regarding Insurance Requirements
The following which may be delivered or issued on or after the Effective Date of the Contract and are not attached hereto:

Notice to Proceed.
Work Change Directives.
Change Orders.
Field Orders.
The documents listed in Paragraph 9.01.A are attached to this Agreement (except as expressly noted otherwise above).
There are no Contract Documents other than those listed above in this Article 9.
The Contract Documents may only be amended, modified, or supplemented as provided in the General Conditions.

ARTICLE 10 – MISCELLANEOUS

Terms
Terms used in this Agreement will have the meanings stated in the General Conditions and the Supplementary Conditions.
Assignment of Contract
Unless expressly agreed to elsewhere in the Contract, no assignment by a party hereto of any rights under or interests in the Contract will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, money that may become due and money that is due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.
Successors and Assigns
Owner and Contractor each binds itself, its successors, assigns, and legal representatives to the other party hereto, its successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents.
Severability
Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.
Contractor’s Certifications
Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this Paragraph 10.05:
“corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in the Contract execution;

“fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of Owner, (b) to establish Bid or Contract prices at artificial non-competitive levels, or (c) to deprive Owner of the benefits of free and open competition;
“collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Owner, a purpose of which is to establish Bid prices at artificial, non-competitive levels; and
“coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract.
Other Provisions
Owner stipulates that if the General Conditions that are made a part of this Contract are based on EJCDC® C-700, Standard General Conditions for the Construction Contract, published by the Engineers Joint Contract Documents Committee®.
E-Verify
Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, to the extent required by Florida Statute, Contractor shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees and shall comply with all requirements of Section 448.095, Florida Statutes, as to the use of subcontractors. The District may terminate the Agreement immediately for cause if there is a good faith belief that the Contractor has knowingly violated Section 448.091, Florida Statutes. By entering into this Agreement, the Contractor represents that no public employer has terminated a contract with the Contractor under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.
Foreign Influence.
Contractor agrees to comply with the provisions of Section 286.101, Florida Statutes, regarding disclosures of any current or prior interest of, any contract with, or any grant or gift received from a foreign country of concern if such interest, contract, or grant or gift has a value of $50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous 5 years. Contractor affirms that, except as may be otherwise disclosed or exempt from disclosure under Section 286.101, Florida Statues, Contractor has no such interest, contract, or grant or gift from a foreign country of concern as defined in Section 286.101, Florida Statues.

Public Records

Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be considered public records in accordance with Chapter 119, Florida Statutes, and other Florida law. Accordingly, Contractor agrees to comply with all such laws, and cooperate with the District in retaining such records for the applicable time periods established under Florida law, and provision of such records in response to such requests. Contractor shall promptly notify the District in the event that the Contractor receives a request for any such records.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, AT 219 E. LIVINGSTON ST., ORLANDO FL, 32801 TELEPHONE: 407-841–5524 FAX: 407-839-1526 EMAIL: RECORDREQUEST@GMSCFL.COM

IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement.
This Agreement will be effective on December 2, 2021 (which is the Effective Date of the Contract).

OWNER: Canopy Community Development District

CONTRACTOR: Sandco, LLC

By:	 Tom Asbury		By:	 Behzad Ghazvini	

Title:	 Chairperson		Title:

Manager

(If Contractor is a corporation, a partnership, or a joint venture, attach evidence of authority to sign.)

Attest:	 		Attest:	 	

Title:

District Manager

Title:

Manager

Address for giving notices:	Address for giving notices: Governmental Management Services – Central
  Florida, LLC		 Sandco, LLC	
  219 E. Livingston St.		 4708 Capital Circle NW	

  Orlando, Florida 32801		 Tallahassee, FL 32303	

  Phone: 407-841-5524		Phone: 850-402-1111	

  Fax: 407-839-1526		Fax:	

  Attn:  Darrin Mossing, District Manager		Attn: Behzad Ghazvini	

(If Owner is a corporation, attach evidence of authority to sign. If Owner is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of this Agreement.)

License No.:	 	
(where applicable)
NOTE TO USER: Use in those states or other jurisdictions where applicable or required.

This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the controlling Laws and Regulations.

STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT

WELAUNEE BLVD. SEGMENT 3B CONSTRUCTION PROJECT

Endorsed by

These General Conditions have been prepared for use with the Agreement Between Owner and Contractor for Construction Contract (EJCDC® C-520, Stipulated Sum, or C-525, Cost-Plus, 2013 Editions). Their provisions are interrelated and a change in one may necessitate a change in the other.
To prepare supplementary conditions that are coordinated with the General Conditions, use EJCDC’s Guide to the Preparation of Supplementary Conditions (EJCDC® C-800, 2013 Edition). The full EJCDC Construction series of documents is discussed in the Commentary on the 2013 EJCDC Construction Documents (EJCDC® C-001, 2013 Edition).

Copyright © 2013:

National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794
(703) 684-2882
www.nspe.org

American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474
www.acec.org

American Society of Civil Engineers
1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723
www.asce.org

The copyright for this document is owned jointly by the three sponsoring organizations listed above. The National Society of Professional Engineers is the Copyright Administrator for the EJCDC documents; please direct all inquiries regarding EJCDC copyrights to NSPE.

NOTE: EJCDC publications may be purchased at www.ejcdc.org, or from any of the sponsoring organizations above.

STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT

TABLE OF CONTENTS
Page
ARTICLE 1 – Definitions and Terminology	5
Defined Terms	5
Terminology	9
ARTICLE 2 – Preliminary Matters	10
Delivery of Bonds and Evidence of Insurance	10
Copies of Documents	10
Before Starting Construction	11
Preconstruction Conference; Designation of Authorized Representatives	11
Initial Acceptance of Schedules	11
Electronic Transmittals	12
ARTICLE 3 – Documents: Intent, Requirements, Reuse	12
Intent	12
Reference Standards	12
Reporting and Resolving Discrepancies	13
Requirements of the Contract Documents	14
Reuse of Documents	14
ARTICLE 4 – Commencement and Progress of the Work	15
Commencement of Contract Times; Notice to Proceed	15
Starting the Work	15
Reference Points	15
Progress Schedule	15
Delays in Contractor’s Progress	15
ARTICLE 5 – Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions	17
Availability of Lands	17
Use of Site and Other Areas	17
Subsurface and Physical Conditions	18
Differing Subsurface or Physical Conditions	19
Underground Facilities	21
Hazardous Environmental Conditions at Site	22

ARTICLE 6 – Bonds and Insurance	23
Performance, Payment, and Other Bonds	23
Insurance—General Provisions	24
Contractor’s Insurance	26
Owner’s Liability Insurance	28
Property Insurance	28
Receipt and Application of Property Insurance Proceeds	30
ARTICLE 7 – Contractor’s Responsibilities	30
Supervision and Superintendence	30
Labor; Working Hours	30
Services, Materials, and Equipment	31
“Or Equals”	31
Substitutes	32
Concerning Subcontractors, Suppliers, and Others	34
Patent Fees and Royalties	35
Permits	36
Taxes	36
Laws and Regulations	36
Record Documents	37
Safety and Protection	37
Safety Representative	38
Hazard Communication Programs	38
Emergencies	38
Shop Drawings, Samples, and Other Submittals	38
Contractor’s General Warranty and Guarantee	41
Indemnification	41
Delegation of Professional Design Services	42
ARTICLE 8 – Other Work at the Site	43
Other Work	43
Coordination	44
Legal Relationships	44
ARTICLE 9 – Owner’s Responsibilities	45
Communications to Contractor	45
Replacement of Engineer	45

Furnish Data	45
Pay When Due	45
Lands and Easements; Reports, Tests, and Drawings	45
Insurance	46
Change Orders	46
Inspections, Tests, and Approvals	46
Limitations on Owner’s Responsibilities	46
Undisclosed Hazardous Environmental Condition	46
Evidence of Financial Arrangements	46
Safety Programs	46
ARTICLE 10 – Engineer’s Status During Construction	46
Owner’s Representative	46
Visits to Site	46
Project Representative	47
Rejecting Defective Work	47
Shop Drawings, Change Orders and Payments	47
Determinations for Unit Price Work	47
Decisions on Requirements of Contract Documents and Acceptability of Work	47
Limitations on Engineer’s Authority and Responsibilities	48
Compliance with Safety Program	48
ARTICLE 11 – Amending the Contract Documents; Changes in the Work	48
Amending and Supplementing Contract Documents	48
Owner-Authorized Changes in the Work	49
Unauthorized Changes in the Work	49
Change of Contract Price	50
Change of Contract Times	51
Change Proposals	51
Execution of Change Orders	52
Notification to Surety	52
ARTICLE 12 – Claims	52
12.01	Claims	52
ARTICLE 13 – Cost of the Work; Allowances; Unit Price Work	54
Cost of the Work	54
Allowances	56

ARTICLE 14 – Tests and Inspections; Correction, Removal or Acceptance of Defective Work	57
Access to Work	57
Tests, Inspections, and Approvals	57
Defective Work	58
Acceptance of Defective Work	58
Uncovering Work	59
Owner May Stop the Work	59
Owner May Correct Defective Work	59
ARTICLE 15 – Payments to Contractor; Set-Offs; Completion; Correction Period	60
Progress Payments	60
Contractor’s Warranty of Title	63
Substantial Completion	63
Partial Use or Occupancy	64
Final Inspection	65
Final Payment	65
Waiver of Claims	66
Correction Period	66
ARTICLE 16 – Suspension of Work and Termination	67
Owner May Suspend Work	67
Owner May Terminate for Cause	68
Owner May Terminate For Convenience	69
Contractor May Stop Work or Terminate	69
ARTICLE 17 – Final Resolution of Disputes	70
17.01	Methods and Procedures	70
ARTICLE 18 – Miscellaneous	70
Giving Notice	70
Computation of Times	71
Cumulative Remedies	71
Limitation of Damages	71
No Waiver	71
Survival of Obligations	71
Controlling Law	71
Headings	71
Sovereign Immunity	71

ARTICLE 1 – DEFINITIONS AND TERMINOLOGY

Defined Terms
Wherever used in the Bidding Requirements or Contract Documents, a term printed with initial capital letters, including the term’s singular and plural forms, will have the meaning indicated in the definitions below. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.
Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents.
Agreement—The written instrument, executed by Owner and Contractor, that sets forth the Contract Price and Contract Times, identifies the parties and the Engineer, and designates the specific items that are Contract Documents.
Application for Payment—The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents.
Bid—The offer of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed.
Bidder—An individual or entity that submits a Bid to Owner.
Bidding Documents—The Bidding Requirements, the proposed Contract Documents, and all Addenda.
Bidding Requirements—The advertisement or invitation to bid, Instructions to Bidders, Bid Bond or other Bid security, if any, the Bid Form, and the Bid with any attachments.
Change Order—A document which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, or other revision to the Contract, issued on or after the Effective Date of the Contract.
Change Proposal—A written request by Contractor, duly submitted in compliance with the procedural requirements set forth herein, seeking an adjustment in Contract Price or Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; challenging a set-off against payments due; or seeking other relief with respect to the terms of the Contract.
Claim—(a) A demand or assertion by Owner directly to Contractor, duly submitted in compliance with the procedural requirements set forth herein: seeking an adjustment of Contract Price or Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; contesting Engineer’s decision regarding a Change Proposal; seeking resolution of a contractual issue that Engineer has declined to

address; or seeking other relief with respect to the terms of the Contract; or (b) a demand or assertion by Contractor directly to Owner, duly submitted in compliance with the procedural requirements set forth herein, contesting Engineer’s decision regarding a Change Proposal; or seeking resolution of a contractual issue that Engineer has declined to address. A demand for money or services by a third party is not a Claim.
Constituent of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; or (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material.
Contract—The entire and integrated written contract between the Owner and Contractor concerning the Work.
Contract Documents—Those items so designated in the Agreement, and which together comprise the Contract.
Contract Price—The money that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents.
Contract Times—The number of days or the dates by which Contractor shall: (a) achieve Milestones, if any; (b) achieve Substantial Completion; and (c) complete the Work.
Contractor—The individual or entity with which Owner has contracted for performance of the Work.
Cost of the Work—See Paragraph 13.01 for definition.
Drawings—The part of the Contract that graphically shows the scope, extent, and character of the Work to be performed by Contractor.
Effective Date of the Contract—The date, indicated in the Agreement, on which the Contract becomes effective.
Engineer—The individual or entity named as such in the Agreement.
Field Order—A written order issued by Engineer which requires minor changes in the Work but does not change the Contract Price or the Contract Times.
Hazardous Environmental Condition—The presence at the Site of Constituents of Concern in such quantities or circumstances that may present a danger to persons or property exposed thereto. The presence at the Site of materials that are necessary for the execution of the Work, or that are to be incorporated in the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract, does not establish a Hazardous Environmental Condition.

Laws and Regulations; Laws or Regulations—Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. Such definitions shall further include, where the context reasonably allows, compliance with any applicable permits and/or other similar approvals issued by governmental bodies, agencies, and authorities.
Liens—Charges, security interests, or encumbrances upon Contract-related funds, real property, or personal property.
Milestone—A principal event in the performance of the Work that the Contract requires Contractor to achieve by an intermediate completion date or by a time prior to Substantial Completion of all the Work.
Notice of Award—The written notice by Owner to a Bidder of Owner’s acceptance of
the Bid.
Notice to Proceed—A written notice by Owner or Engineer to Contractor fixing the date on which the Contract Times will commence to run and on which Contractor shall start to perform the Work.
Owner—The individual or entity with which Contractor has contracted regarding the Work, and which has agreed to pay Contractor for the performance of the Work, pursuant to the terms of the Contract.
Progress Schedule—A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor’s plan to accomplish the Work within the Contract Times. A zero-float schedule shall not be acceptable.
Project—The total undertaking to be accomplished for Owner by engineers, contractors, and others, including planning, study, design, construction, testing, commissioning, and start-up, and of which the Work to be performed under the Contract Documents is a part.
Project Manual—The written documents prepared for, or made available for, procuring and constructing the Work, including but not limited to the Bidding Documents or other construction procurement documents, geotechnical and existing conditions information, the Agreement, bond forms, General Conditions, Supplementary Conditions, and Specifications. The contents of the Project Manual may be bound in one or more volumes.
Resident Project Representative—The authorized representative of Engineer assigned to assist Engineer at the Site. As used herein, the term Resident Project Representative or “RPR” includes any assistants or field staff of Resident Project Representative.
Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged.
Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required submittals and the time requirements for Engineer’s review of the submittals and the performance of related construction activities.
Schedule of Values—A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for

reviewing Contractor’s Applications for Payment, as well as for any change orders to the Work.
Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents.
Site—Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements, and such other lands furnished by Owner which are designated for the use of Contractor.
Specifications—The part of the Contract that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work.
Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work.
Substantial Completion—The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof.
Successful Bidder—The Bidder whose Bid the Owner accepts, and to which the Owner makes an award of contract, subject to stated conditions.
Supplementary Conditions—The part of the Contract that amends or supplements these General Conditions.
Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or a Subcontractor.
Technical Data—Those items expressly identified as Technical Data in the Supplementary Conditions, with respect to either (a) subsurface conditions at the Site, or physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities) or (b) Hazardous Environmental Conditions at the Site. If no such express identifications of Technical Data have been made with respect to conditions at the Site, then the data contained in boring logs, recorded measurements of subsurface water levels, laboratory test results, and other factual, objective information regarding conditions at the Site that are set forth in any geotechnical or environmental report prepared for the Project and made available to Contractor are hereby defined as Technical Data with respect to conditions at the Site under Paragraphs 5.03, 5.04, and 5.06.
Underground Facilities—All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including but not limited to those that convey electricity, gases, steam, liquid petroleum products, telephone or other

communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.
Unit Price Work—Work to be paid for on the basis of unit prices.
Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction; furnishing, installing, and incorporating all materials and equipment into such construction; and may include related services such as testing, start-up, and commissioning, all as required by the Contract Documents.
Work Change Directive—A written directive to Contractor issued on or after the Effective Date of the Contract, signed by Owner and recommended by Engineer, ordering an addition, deletion, or revision in the Work.
Terminology
The words and terms discussed in the following paragraphs are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning.
Intent of Certain Terms or Adjectives:
The Contract Documents include the terms “as allowed,” “as approved,” “as ordered,” “as directed” or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work, or any duty or authority to undertake responsibility contrary to the provisions of Article 10 or any other provision of the Contract Documents.
Day:
The word “day” means a calendar day of 24 hours measured from midnight to the next midnight.
Defective:
The word “defective,” when modifying the word “Work,” refers to Work that is
unsatisfactory, faulty, or deficient in that it:
does not conform to the Contract Documents; or
does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or
has been damaged prior to Engineer’s recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Paragraph 15.03 or 15.04).

Furnish, Install, Perform, Provide:
The word “furnish,” when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition.
The word “install,” when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use.
The words “perform” or “provide,” when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use.
If the Contract Documents establish an obligation of Contractor with respect to specific services, materials, or equipment, but do not expressly use any of the four words “furnish,” “install,” “perform,” or “provide,” then Contractor shall furnish and install said services, materials, or equipment complete and ready for intended use.
Unless stated otherwise in the Contract Documents, words or phrases that have a well- known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning.

ARTICLE 2 – PRELIMINARY MATTERS

Delivery of Bonds and Evidence of Insurance
Bonds: When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner such bonds as Contractor may be required to furnish.
Evidence of Contractor’s Insurance: When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner, with copies to each named insured and additional insured (as identified in the Supplementary Conditions or elsewhere in the Contract), the certificates and other evidence of insurance required to be provided by Contractor in accordance with Article 6.
Evidence of Owner’s Insurance: After receipt of the executed counterparts of the Agreement and all required bonds and insurance documentation, Owner shall promptly deliver to Contractor, with copies to each named insured and additional insured (as identified in the Supplementary Conditions or otherwise), the certificates and other evidence of insurance required to be provided by Owner under Article 6.
Copies of Documents
Owner shall furnish to Contractor four printed copies of the Contract (including one fully executed counterpart of the Agreement), and one copy in electronic portable document format (PDF). Additional printed copies will be furnished upon request at the cost of reproduction.
Owner shall maintain and safeguard at least one original printed record version of the Contract, including Drawings and Specifications signed and sealed by Engineer and other design professionals. Owner shall make such original printed record version of the Contract

available to Contractor for review. Owner may delegate the responsibilities under this provision to Engineer.
Before Starting Construction
Preliminary Schedules: Within 10 days after the Effective Date of the Contract (or as otherwise specifically required by the Contract Documents), Contractor shall submit to Engineer for timely review:
a preliminary Progress Schedule indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any Milestones specified in the Contract;
a preliminary Schedule of Submittals; and
a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and subdivides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work.
Such schedules shall be consistent with the documents provided to the Owner as part of the
Contractor’s bid.
Preconstruction Conference; Designation of Authorized Representatives
Before any Work at the Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in Paragraph 2.03.A, procedures for handling Shop Drawings, Samples, and other submittals, processing Applications for Payment, electronic or digital transmittals, and maintaining required records.
At this conference Owner and Contractor each shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individuals shall have the authority to transmit and receive information, render decisions relative to the Contract, and otherwise act on behalf of each respective party.
Initial Acceptance of Schedules
At least 10 days before submission of the first Application for Payment a conference, attended by Contractor, Engineer, and others as appropriate, will be held to review for acceptability to Engineer as provided below the schedules submitted in accordance with Paragraph 2.03.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer.
The Progress Schedule will be acceptable to Engineer if it provides an orderly progression of the Work to completion within the Contract Times. Such acceptance will not impose on Engineer responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work, nor interfere with or relieve Contractor from Contractor’s full responsibility therefor.

Contractor’s Schedule of Submittals will be acceptable to Engineer if it provides a
workable arrangement for reviewing and processing the required submittals.
Contractor’s Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to the component parts of the Work.
All such schedules shall be consistent with the documents provided to the Owner as part of
the Contractor’s bid.
Electronic Transmittals
Except as otherwise stated elsewhere in the Contract, the Owner, Engineer, and Contractor may transmit, and shall accept, Project-related correspondence, text, data, documents, drawings, information, and graphics, including but not limited to Shop Drawings and other submittals, in electronic media or digital format, either directly, or through access to a secure Project website.
If the Contract does not establish protocols for electronic or digital transmittals, then Owner, Engineer, and Contractor shall jointly develop such protocols.
When transmitting items in electronic media or digital format, the transmitting party makes no representations as to long term compatibility, usability, or readability of the items resulting from the recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the items, or from those established in applicable transmittal protocols.

ARTICLE 3 – DOCUMENTS: INTENT, REQUIREMENTS, REUSE

Intent
The Contract Documents are complementary; what is required by one is as binding as if required by all.
It is the intent of the Contract Documents to describe a functionally complete project (or part thereof) to be constructed in accordance with the Contract Documents.
Unless otherwise stated in the Contract Documents, if there is a discrepancy between the electronic or digital versions of the Contract Documents (including any printed copies derived from such electronic or digital versions) and the printed record version, the printed record version shall govern.
The Contract supersedes prior negotiations, representations, and agreements, whether written or oral.
Engineer will issue clarifications and interpretations of the Contract Documents as provided herein.
Reference Standards
Standards Specifications, Codes, Laws and Regulations
Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the

standard specification, manual, reference standard, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Contract if there were no Bids), except as may be otherwise specifically stated in the Contract Documents.
No provision of any such standard specification, manual, reference standard, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities of Owner, Contractor, or Engineer, or any of their subcontractors, consultants, agents, or employees, from those set forth in the part of the Contract Documents prepared by or for Engineer. No such provision or instruction shall be effective to assign to Owner, Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the part of the Contract Documents prepared by or for Engineer.
Reporting and Resolving Discrepancies
Reporting Discrepancies:
Contractor’s Verification of Figures and Field Measurements: Before undertaking each part of the Work, Contractor shall carefully study the Contract Documents, and check and verify pertinent figures and dimensions therein, particularly with respect to applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall not proceed with any Work affected thereby until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract Documents issued pursuant to Paragraph 11.01.
Contractor’s Review of Contract Documents: If, before or during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any Supplier, then Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 7.15) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract Documents issued pursuant to Paragraph 11.01.
Contractor shall not be liable to Owner or Engineer for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof.
Resolving Discrepancies:
Except as may be otherwise specifically stated in the Contract Documents, the provisions of the part of the Contract Documents prepared by or for Engineer shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between such provisions of the Contract Documents and:

the provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference as a Contract Document); or
the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).
Requirements of the Contract Documents
During the performance of the Work and until final payment, Contractor and Owner shall submit to the Engineer all matters in question concerning the requirements of the Contract Documents (sometimes referred to as requests for information or interpretation—RFIs), or relating to the acceptability of the Work under the Contract Documents, as soon as possible after such matters arise. Engineer will be the initial interpreter of the requirements of the Contract Documents, and judge of the acceptability of the Work thereunder.
Engineer will, with reasonable promptness, render a written clarification, interpretation, or decision on the issue submitted, or initiate an amendment or supplement to the Contract Documents. Engineer’s written clarification, interpretation, or decision will be final and binding on Contractor, unless it appeals by submitting a Change Proposal, and on Owner, unless it appeals by filing a Claim.
If a submitted matter in question concerns terms and conditions of the Contract Documents that do not involve (1) the performance or acceptability of the Work under the Contract Documents, (2) the design (as set forth in the Drawings, Specifications, or otherwise), or (3) other engineering or technical matters, then Engineer will promptly give written notice to Owner and Contractor that Engineer is unable to provide a decision or interpretation. If Owner and Contractor are unable to agree on resolution of such a matter in question, either party may pursue resolution as provided in Article 12.
Reuse of Documents
Contractor and its Subcontractors and Suppliers shall not:
have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or its consultants, including electronic media editions, or reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaptation by Engineer; or
have or acquire any title or ownership rights in any other Contract Documents, reuse any such Contract Documents for any purpose without Owner’s express written consent, or violate any copyrights pertaining to such Contract Documents.
The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes.

ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK

Commencement of Contract Times; Notice to Proceed
The Contract Times will commence to run on the thirtieth day after the Effective Date of the Contract or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Contract, or longer as may be required in the Owner’s sole discretion. In no event shall the Notice to Proceed be issued after 120 days from bid opening.
Starting the Work
Contractor shall start to perform the Work on the date when the Contract Times commence to run. No Work shall be done at the Site prior to such date.
Reference Points
Owner shall provide engineering surveys to establish reference points for construction which in Engineer’s judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations without the prior written approval of Owner. Contractor shall report to Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel.
Progress Schedule
Contractor shall adhere to the Progress Schedule established in accordance with Paragraph
2.05 as it may be adjusted from time to time as provided below.
Contractor shall submit to Engineer for acceptance (to the extent indicated in Paragraph 2.05) proposed adjustments in the Progress Schedule that will not result in changing the Contract Times.
Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 11.
Contractor shall carry on the Work and adhere to the Progress Schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, or during any appeal process, except as permitted by Paragraph 16.04, or as Owner and Contractor may otherwise agree in writing.
Delays in Contractor’s Progress
If Owner, Engineer, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Times and Contract Price. Contractor’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete the Work within the Contract Times. The District, in its sole and absolute discretion, may additionally direct that the Project be delivered in multiple phases rather than all at once. Such option, if exercised, shall in no way impact the pricing of the Project, nor constitute a delay.

Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of Contractor. Delay, disruption, and interference attributable to and within the control of a Subcontractor or Supplier shall be deemed to be within the control of Contractor.
If Contractor’s performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of Owner, Contractor, and those for which they are responsible, then Contractor shall be entitled to an equitable adjustment in Contract Times. Contractor’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete the Work within the Contract Times. Such an adjustment shall be Contractor’s sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. Causes of delay, disruption, or interference that may give rise to an adjustment in Contract Times under this paragraph include only the following:
severe and unavoidable natural catastrophes such as fires, floods, epidemics, and earthquakes;
acts or failures to act of utility owners (other than those performing other work at or adjacent to the Site by arrangement with the Owner, as contemplated in Article 8); and
acts of war or terrorism.
Delays, disruption, and interference to the performance or progress of the Work resulting from the existence of a differing subsurface or physical condition, an Underground Facility that was not shown or indicated by the Contract Documents, or not shown or indicated with reasonable accuracy, and those resulting from Hazardous Environmental Conditions, are governed by Article 5.
Paragraph 8.03 governs delays, disruption, and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacent to the Site.
Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for any delay, disruption, or interference if such delay is concurrent with a delay, disruption, or interference caused by or within the control of Contractor.
Contractor must submit any Change Proposal seeking an adjustment in Contract Price or Contract Times under this paragraph within 30 days of the commencement of the delaying, disrupting, or interfering event.
Where Contractor is prevented from completing any part of the Work within the Contract Time (or Milestones) due to delay beyond the control of both Owner and Contractor, an extension of the Contract Times (or Milestones) in an amount equal to the time lost due to such delay shall be Contractor’s sole and exclusive remedy for such delay. In no event shall Owner or Engineer be liable to Contractor, any subcontractor, any supplier, or any other person or organization, or to any surety or employee or any agent of them, for damages, including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs, arising out of or resulting from:
delays caused by or within the control of Contractor (or Subcontractor or Supplier);

delays beyond the control of both Owner and Contractor, including, but not limited to, fires, floods, epidemics, abnormal weather conditions, acts of God, or acts or neglect by utility owners or other contractors performing other work;
Nor shall Owner or Engineer of each of them be liable to Contractor for any claims, costs, losses or damages sustained by Contractor on or in connection with any other project or anticipated project.
Nothing in this paragraph bars a change in Contract Price to compensate Contractor due to delay, interference, or disruption directly attributable to actions or inactions of Owner or anyone for whom Owner is responsible. Except for an adjustment to the Contract Times and Contract Price, the Contractor shall not be entitled to and hereby waives any and all damages that it may suffer by reason of delay or for any Act of God, and waives all damages that it may suffer by reason of such delay including but not limited to lost profits, overhead, and other consequential damages. No payment of any claim for damages shall be made to the Contractor as compensation for damages for any delays or hindrances from any cause whatsoever in the progress of the Work, whether such delay is avoidable or unavoidable.

ARTICLE 5 – AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS
Availability of Lands
Owner shall furnish the Site. Owner shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work.
Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment.
Use of Site and Other Areas
Limitation on Use of Site and Other Areas:
Contractor shall confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to the Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise, and other adjacent areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and such other adjacent areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for (a) damage to the Site; (b) damage to any such other adjacent areas used for Contractor’s operations; (c) damage to any other adjacent land or areas; and (d) for injuries and losses sustained by the owners or occupants of any such land or areas; provided that such damage or injuries result from the performance of the Work or from other actions or conduct of the Contractor or those for which Contractor is responsible.
If a damage or injury claim is made by the owner or occupant of any such land or area because of the performance of the Work, or because of other actions or conduct of the Contractor or those for which Contractor is responsible, Contractor shall (a) take immediate corrective or remedial action as required by Paragraph 7.12, or otherwise;
(b) promptly attempt to settle the claim as to all parties through negotiations with such owner or occupant, or otherwise resolve the claim by arbitration or other dispute

resolution proceeding, or at law; and (c) to the fullest extent permitted by Laws and Regulations, indemnify, defend and hold harmless Indemnitees (defined in Paragraph 7.18) from and against any such claim, and against all liabilities, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against Owner and Engineer, or any other party indemnified hereunder to the extent caused directly or indirectly, in whole or in part by, or based upon, Contractor’s negligent, reckless or intentionally wrongful performance of the Work, or because of other negligent, reckless or intentionally wrongful actions or conduct of the Contractor or those for which Contractor is responsible.
Removal of Debris During Performance of the Work: During the progress of the Work the Contractor shall keep the Site and other adjacent areas free from accumulations of waste materials, rubbish, and other debris. Contractor shall also ensure proper storage of hazardous materials, and quick cleanup of any spills from machinery. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations.
Cleaning: Prior to Substantial Completion of the Work, Contractor shall clean the Site and the Work and make it ready for utilization by Owner. At the completion of the Work, Contractor shall remove from the Site and adjacent areas all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents.
Loading of Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent structures or land to stresses or pressures that will endanger them.
Subsurface and Physical Conditions
Reports and Drawings: The Supplementary Conditions identify:
Those reports known to Owner of explorations and tests of subsurface conditions at or adjacent to the Site and from which the Engineer prepared the Contract Drawings and Specifications;
Those drawings known to Owner of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities), and from which the Engineer prepared the Contract Drawings and Specifications; and
Technical Data contained in such reports and drawings.
No Reliance by Contractor on Technical Data Authorized: Contractor may not rely upon the accuracy of the Technical Data expressly identified in the Supplementary Conditions with respect to such reports and drawings. Instead, while the Technical Data is believed to be reliable, the Technical Data was prepared for the District’s benefit by third parties and accordingly, the District cannot guarantee the quantity, quality, completeness or accuracy of that information. Contractor may not rely upon or make any claim against Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, with respect to:

the completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or
other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or
any Contractor interpretation of or conclusion drawn from any Technical Data or any such other data, interpretations, opinions, or information.
Contractor expressly acknowledges that soil conditions may vary widely across the Site, and Contractor takes responsibility for any and all issues arising from unsuitable soils, including but not limited to, varying soil conditions, etc. that may make it more difficult to install the repairs or otherwise conduct the Work. Furthermore, no additional costs will be charged by Contractor for matters associated with unsuitable and/or varying soils, except that the Contractor may apply for a change order where authorized by the District Engineer and with respect to “templating.”

Contractor warrants it has, by careful examination, satisfied itself as to the nature and location of the Work, the conformation of the ground, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the prosecuting of the Work. Contractor further warrants that the Contract Price is just and reasonable compensation for all the Work, including all foreseen and unforeseen risks, hazards, and difficulties in connection therewith, including any concealed conditions encountered in the performance of the Work below the surface of the ground at variance with conditions indicated by the Contract Documents or other Bidding Documents and Bidding Requirements furnished to the Contractor for its information.
Differing Subsurface or Physical Conditions
Notice by Contractor: If Contractor believes that any subsurface or physical condition that is uncovered or revealed at the Site either:
is of such a nature as to require a change in the Drawings or Specifications; or
differs materially from that shown or indicated in the Contract Documents; or
is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents;
then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.15), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except with respect to an emergency) until receipt of a written statement permitting Contractor to do so.
Engineer’s Review: After receipt of written notice as required by the preceding paragraph, Engineer will promptly review the subsurface or physical condition in question; determine the necessity of Owner’s obtaining additional exploration or tests with respect to the condition; conclude whether the condition falls within any one or more of the differing site

condition categories in Paragraph 5.04.A above; obtain any pertinent cost or schedule information from Contractor; prepare recommendations to Owner regarding the Contractor’s resumption of Work in connection with the subsurface or physical condition in question and the need for any change in the Drawings or Specifications; and advise Owner in writing of Engineer’s findings, conclusions, and recommendations.
Owner’s Statement to Contractor Regarding Site Condition: After receipt of Engineer’s written findings, conclusions, and recommendations, Owner shall issue a written statement to Contractor (with a copy to Engineer) regarding the subsurface or physical condition in question, addressing the resumption of Work in connection with such condition, indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting Engineer’s written findings, conclusions, and recommendations, in whole or in part.
Possible Price and Times Adjustments:
Contractor shall be entitled to an equitable adjustment in Contract Price or Contract Times, or both, to the extent that the existence of a differing subsurface or physical condition, or any related delay, disruption, or interference, causes an increase or decrease in Contractor’s cost of, or time required for, performance of the Work; subject, however, to the following:
such condition must fall within any one or more of the categories described in Paragraph 5.04.A;
with respect to Work that is paid for on a unit price basis, any adjustment in Contract Price will be subject to the provisions of Paragraph 13.03; and,
Contractor’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete the Work within the Contract Times.
Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times with respect to a subsurface or physical condition if:
Contractor knew of the existence of such condition at the time Contractor made a commitment to Owner with respect to Contract Price and Contract Times by the submission of a Bid or becoming bound under a negotiated contract, or otherwise; or
the existence of such condition reasonably could have been discovered or revealed as a result of any examination, investigation, exploration, test, or study of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor’s making such commitment; or
Contractor failed to give the written notice as required by Paragraph 5.04.A.
If Owner and Contractor agree regarding Contractor’s entitlement to and the amount or extent of any adjustment in the Contract Price or Contract Times, or both, then any such adjustment shall be set forth in a Change Order.
Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of any adjustment in the Contract Price or Contract Times, or both, no later than

30 days after Owner’s issuance of the Owner’s written statement to Contractor
regarding the subsurface or physical condition in question.
Underground Facilities
Contractor’s Responsibilities: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent to the Site, if any, is based on information and data furnished to Owner or Engineer by the owners of such Underground Facilities, including Owner, or by others.
Owner and Engineer do not warrant or guarantee the accuracy or completeness of any such information or data provided by others; and
the cost of all of the following will be included in the Contract Price, and Contractor shall have full responsibility for:
reviewing and checking all information and data regarding existing Underground Facilities at the Site;
locating all Underground Facilities shown or indicated in the Contract Documents as being at the Site;
coordination of the Work with the owners (including Owner) of such Underground Facilities, during construction; and
the safety and protection of all existing Underground Facilities at the Site, and repairing any damage thereto resulting from the Work.
Notice by Contractor: If Contractor believes that an Underground Facility that is uncovered or revealed at the Site was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy, then Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.15), identify the owner of such Underground Facility and give written notice to that owner and to Owner and Engineer.
Engineer’s Review: Engineer will promptly review the Underground Facility and conclude whether such Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; obtain any pertinent cost or schedule information from Contractor; prepare recommendations to Owner regarding the Contractor’s resumption of Work in connection with the Underground Facility in question; determine the extent, if any, to which a change is required in the Drawings or Specifications to reflect and document the consequences of the existence or location of the Underground Facility; and advise Owner in writing of Engineer’s findings, conclusions, and recommendations. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility.
Owner’s Statement to Contractor Regarding Underground Facility: After receipt of Engineer’s written findings, conclusions, and recommendations, Owner shall issue a written statement to Contractor (with a copy to Engineer) regarding the Underground Facility in question, addressing the resumption of Work in connection with such Underground Facility, indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting Engineer’s written findings, conclusions, and recommendations in whole or in part.

Possible Price and Times Adjustments:
Contractor shall be entitled to an equitable adjustment in the Contract Price or Contract Times, or both, to the extent that any existing Underground Facility at the Site that was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy, or any related delay, disruption, or interference, causes an increase or decrease in Contractor’s cost of, or time required for, performance of the Work; subject, however, to the following:
Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated the existence or actual location of the Underground Facility in question;
With respect to Work that is paid for on a unit price basis, any adjustment in Contract Price will be subject to the provisions of Paragraph 13.03;
Contractor’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete the Work within the Contract Times; and
Contractor gave the notice required in Paragraph 5.05.B.
If Owner and Contractor agree regarding Contractor’s entitlement to and the amount or extent of any adjustment in the Contract Price or Contract Times, or both, then any such adjustment shall be set forth in a Change Order.
Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of any adjustment in the Contract Price or Contract Times, or both, no later than
30 days after Owner’s issuance of the Owner’s written statement to Contractor
regarding the Underground Facility in question.
Hazardous Environmental Conditions at Site
Contractor shall not be responsible for removing or remediating any Hazardous Environmental Condition encountered, uncovered, or revealed at the Site unless such removal or remediation is expressly identified in the Contract Documents to be within the scope of the Work.
Contractor shall be responsible for controlling, containing, and duly removing all Constituents of Concern brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible, and for any associated costs; and for the costs of removing and remediating any Hazardous Environmental Condition created by the presence of any such Constituents of Concern.
If Contractor encounters, uncovers, or reveals a Hazardous Environmental Condition whose removal or remediation is not expressly identified in the Contract Documents as being within the scope of the Work, or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, then Contractor shall immediately: (1) secure or otherwise isolate such condition; (2) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 7.15); and (3) notify Owner and Engineer (and promptly thereafter confirm such notice in writing). Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condition or take corrective action, if any. Promptly after consulting

with Engineer, Owner shall take such actions as are necessary to permit Owner to timely obtain required permits and provide Contractor the written notice required by Paragraph
5.06.F. If Contractor or anyone for whom Contractor is responsible created the Hazardous Environmental Condition in question, then Owner may remove and remediate the Hazardous Environmental Condition, and impose a set-off against payments to account for the associated costs.
Contractor shall not resume Work in connection with such Hazardous Environmental Condition or in any affected area until after Owner has obtained any required permits related thereto, and delivered written notice to Contractor either (1) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work, or (2) specifying any special conditions under which such Work may be resumed safely.
If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times, or both, as a result of such Work stoppage or such special conditions under which Work is agreed to be resumed by Contractor, then within 30 days of Owner’s written notice regarding the resumption of Work, Contractor may submit a Change Proposal, or Owner may impose a set-off.
If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then Owner may order the portion of the Work that is in the area affected by such condition to be deleted from the Work, following the contractual change procedures in Article 11. Owner may have such deleted portion of the Work performed by Owner’s own forces or others in accordance with Article 8.
To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify, defend, and hold harmless Indemnitees (defined in Paragraph 7.18) from and against all claims, liabilities, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the negligent, reckless, or intentionally wrongful failure to control, contain, or remove a Constituent of Concern brought to the Site by Contractor or by anyone for whom Contractor is responsible, or to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 5.06.J shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual’s or entity’s own negligence.
The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of Constituents of Concern or to a Hazardous Environmental Condition uncovered or revealed at the Site.

ARTICLE 6 – BONDS AND INSURANCE

Performance, Payment, and Other Bonds
Contractor shall furnish a performance bond and a payment bond, each in an amount at least equal to the Contract Price, as security for the faithful performance and payment of all of Contractor’s obligations under the Contract. These bonds shall remain in effect until two years (for the performance bond) and one year (for the payment bond) after the date when final payment becomes due or until completion of the correction period specified in

Paragraph 15.08, whichever is later, except as provided otherwise by Laws or Regulations, the Supplementary Conditions, or other specific provisions of the Contract. Contractor shall also furnish such other bonds as are required by the Supplementary Conditions or other specific provisions of the Contract.
All bonds shall be in the form prescribed by the Contract except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (as amended and supplemented) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. A bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual’s authority to bind the surety. The evidence of authority shall show that it is effective on the date the agent or attorney-in-fact signed the accompanying bond. In addition, each bond shall be on an Owner-approved form and the payment bond shall contain the following language: “This Bond is hereby amended so that the provisions and limitations of Section 255.05, Florida Statutes, are incorporated by reference herein.”
Contractor shall obtain the required bonds from surety companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds in the required amounts.
If the surety on a bond furnished by Contractor is declared bankrupt or becomes insolvent, or its right to do business is terminated in any state or jurisdiction where any part of the Project is located, or the surety ceases to meet the requirements above, then Contractor shall promptly notify Owner and Engineer and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the bond and surety requirements above.
If Contractor has failed to obtain a required bond, Owner may exclude the Contractor from
the Site and exercise Owner’s termination rights under Article 16.
Upon request, Owner shall provide a copy of the payment bond to any Subcontractor, Supplier, or other person or entity claiming to have furnished labor or materials used in the performance of the Work.
A dual-obligee rider naming the Parties identified in the Supplementary Conditions and Contract Documents also forms a material part of the Contract.
Insurance—General Provisions
Owner and Contractor shall obtain and maintain insurance as required in this Article and in the Supplementary Conditions.
All insurance required by the Contract to be purchased and maintained by Owner or Contractor shall be obtained from insurance companies that are duly licensed or authorized, in the state or jurisdiction in which the Project is located, to issue insurance policies for the required limits and coverages. Unless a different standard is indicated in the Supplementary Conditions, all companies that provide insurance policies required under this Contract shall have an A.M. Best rating of A-VII or better.
Contractor shall deliver to Owner, with copies to each named insured and additional insured (as identified in this Article, in the Supplementary Conditions, or elsewhere in the Contract), certificates of insurance establishing that Contractor has obtained and is maintaining the

policies, coverages, and endorsements required by the Contract. Upon request by Owner or any other insured, Contractor shall also furnish other evidence of such required insurance, including but not limited to copies of policies and endorsements, and documentation of applicable self-insured retentions and deductibles. Contractor may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this provision.
Owner shall deliver to Contractor, with copies to each named insured and additional insured (as identified in this Article, the Supplementary Conditions, or elsewhere in the Contract), certificates of insurance establishing that Owner has obtained and is maintaining the policies, coverages, and endorsements required of Owner by the Contract (if any). Upon request by Contractor or any other insured, Owner shall also provide other evidence of such required insurance (if any), including but not limited to copies of policies and endorsements, and documentation of applicable self-insured retentions and deductibles. Owner may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this provision.
Failure of Owner or Contractor to demand such certificates or other evidence of the other party’s full compliance with these insurance requirements, or failure of Owner or Contractor to identify a deficiency in compliance from the evidence provided, shall not be construed as a waiver of the other party’s obligation to obtain and maintain such insurance.
If either party does not purchase or maintain all of the insurance required of such party by the Contract, such party shall notify the other party in writing of such failure to purchase prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage.
If Contractor has failed to obtain and maintain required insurance, Owner may exclude the Contractor from the Site, impose an appropriate set-off against payment, and exercise Owner’s termination rights under Article 16.
Without prejudice to any other right or remedy, if a party has failed to obtain required insurance, the other party may elect to obtain equivalent insurance to protect such other party’s interests at the expense of the party who was required to provide such coverage, and the Contract Price shall be adjusted accordingly.
Owner does not represent that insurance coverage and limits established in this Contract
necessarily will be adequate to protect Contractor or Contractor’s interests.
The insurance and insurance limits required herein shall not be deemed as a limitation on Contractor’s liability under the indemnities granted to Owner and other individuals and entities in the Contract.
The fact that an entity or individual is named as an additional insured on a particular insurance policy required under this Contract is not intended to constitute a waiver of any rights of any kind, including subrogation rights, claims for indemnification or any other rights or claims.

Contractor’s Insurance
Workers’ Compensation: Contractor shall purchase and maintain workers’ compensation and employer’s liability insurance for:
claims under workers’ compensation, disability benefits, and other similar employee benefit acts.
United States Longshoreman and Harbor Workers’ Compensation Act and Jones Act
coverage (if applicable).
claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor’s employees (by stop-gap endorsement in monopolist worker’s compensation states).
Commercial General Liability—Claims Covered: Contractor shall purchase and maintain a minimum of $5 million in commercial general liability insurance, covering all operations by or on behalf of Contractor, on an occurrence basis, against:
claims for damages because of bodily injury, sickness or disease, or death of any person
other than Contractor’s employees.
claims for damages insured by reasonably available personal injury liability coverage.
claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom.
Commercial General Liability—Form and Content: Contractor’s commercial liability policy shall be written on a 1996 (or later) ISO commercial general liability form (occurrence form) and include the following coverages and endorsements:
Products and completed operations coverage:
Such insurance shall be maintained for three years after final payment.
Contractor shall furnish Owner and each other additional insured (as identified in the Supplementary Conditions or elsewhere in the Contract) evidence of continuation of such insurance at final payment and three years thereafter.
Blanket contractual liability coverage, to the extent permitted by law, including but not
limited to coverage of Contractor’s contractual indemnity obligations in Paragraph 7.18.
Broad form property damage coverage.
Severability of interest.
Underground, explosion, and collapse coverage.
Personal injury coverage.
Additional insured endorsements that include both ongoing operations and products and completed operations coverage through ISO Endorsements CG 20 10 10 01 and CG 20 37 10 01 (together); or CG 20 10 07 04 and CG 20 37 07 04 (together); or their equivalent.
For design professional additional insureds, ISO Endorsement CG 20 32 07 04, “Additional Insured—Engineers, Architects or Surveyors Not Engaged by the Named Insured” or its equivalent.

Automobile liability: Contractor shall purchase and maintain automobile liability insurance against claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance, or use of any motor vehicle. The automobile liability policy shall be written on an occurrence basis.
Umbrella or excess liability: Contractor shall purchase and maintain a minimum of $3 million umbrella or excess liability insurance written over the underlying employer’s liability, commercial general liability, and automobile liability insurance described in the paragraphs above. Subject to industry-standard exclusions, the coverage afforded shall follow form as to each and every one of the underlying policies.
Contractor’s pollution liability insurance: Contractor shall purchase and maintain a policy covering third-party injury and property damage claims, including clean-up costs, as a result of pollution conditions arising from Contractor’s operations and completed operations. This insurance shall be maintained for no less than three years after final completion.
Additional insureds: The Contractor’s commercial general liability, automobile liability, umbrella or excess, and pollution liability policies shall include and list as additional insureds Owner, Engineer, and any individuals or entities identified in the Supplementary Conditions; include coverage for the respective officers, directors, members, partners, employees, agents, consultants, staff, supervisors, and subcontractors of each and any of all such additional insureds; and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby (including as applicable those arising from both ongoing and completed operations) on a non-contributory basis. Contractor shall obtain all necessary endorsements to support these requirements.
General provisions: The policies of insurance required by this Paragraph 6.03 shall:
include at least the specific coverages provided in this Article.
be written for not less than the limits of liability provided in this Article and in the Supplementary Conditions, or required by Laws or Regulations, whichever is greater.
contain a provision or endorsement that the coverage afforded will not be canceled, materially changed, or renewal refused until at least 10 days prior written notice has been given to Contractor. Within three days of receipt of any such written notice, Contractor shall provide a copy of the notice to Owner, Engineer, and each other insured under the policy.
remain in effect at least until final payment (and longer if expressly required in this Article) and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work as a warranty or correction obligation, or otherwise, or returning to the Site to conduct other tasks arising from the Contract Documents.
be appropriate for the Work being performed and provide protection from claims that may arise out of or result from Contractor’s performance of the Work and Contractor’s other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable.
I.  The coverage requirements for specific policies of insurance must be met by such policies,  and not by reference to excess or umbrella insurance provided in other policies.

Owner’s Liability Insurance
In addition to the insurance required to be provided by Contractor under Paragraph 6.03, Owner, at Owner’s option, may purchase and maintain at Owner’s expense Owner’s own liability insurance as will protect Owner against claims which may arise from operations under the Contract Documents.
Owner’s liability policies, if any, operate separately and independently from policies required to be provided by Contractor, and Contractor cannot rely upon Owner’s liability policies for any of Contractor’s obligations to the Owner, Engineer, or third parties.
Property Insurance
Builder’s Risk: Unless otherwise provided in the Supplementary Conditions, Contractor shall purchase and maintain builder’s risk insurance upon the Work on a completed value basis, in the amount of the full insurable replacement cost thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and Regulations). This insurance shall:
include the Owner, Engineer, and Contractor as named insureds, and their respective members, partners, partners, subsidiaries, affiliates, officers, directors, supervisors, staff, consultants, agents, subcontractors and employees, and any individuals or entities required by the Supplementary Conditions to be insured under such builder’s risk policy, as insureds or named insureds. For purposes of the remainder of this Paragraph 6.05, Paragraphs 6.06 and 6.07, and any corresponding Supplementary Conditions, the parties required to be insured shall collectively be referred to as “insureds.”
be written on a builder’s risk “all risk” policy form that shall at least include insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; terrorism; vehicle impact; aircraft; smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused by flood); and such other perils or causes of loss as may be specifically required by the Supplementary Conditions. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; or flood, are not commercially available under builder’s risk policies, by endorsement or otherwise, such insurance may be provided through other insurance policies acceptable to Owner and Contractor.
cover, as insured property, at least the following: (a) the Work and all materials, supplies, machinery, apparatus, equipment, fixtures, and other property of a similar nature that are to be incorporated into or used in the preparation, fabrication, construction, erection, or completion of the Work, including Owner-furnished or assigned property; (b) spare parts inventory required within the scope of the Contract; and (c) temporary works which are not intended to form part of the permanent constructed Work but which are intended to provide working access to the Site, or to the Work under construction, or which are intended to provide temporary support for

the Work under construction, including scaffolding, form work, fences, shoring, falsework, and temporary structures.
cover expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects).
extend to cover damage or loss to insured property while in temporary storage at the Site or in a storage location outside the Site (but not including property stored at the premises of a manufacturer or Supplier).
extend to cover damage or loss to insured property while in transit.
allow for partial occupation or use of the Work by Owner, such that those portions of the Work that are not yet occupied or used by Owner shall remain covered by the builder’s risk insurance.
provide primary coverage for all losses and damages caused by the perils or causes of loss covered.
not include a co-insurance clause.
include an exception for ensuing losses from physical damage or loss with respect to any defective workmanship, design, or materials exclusions.
include performance/hot testing and start-up.
be maintained in effect, subject to the provisions herein regarding Substantial Completion and partial occupancy or use of the Work by Owner, until the Work is complete.
Notice of Cancellation or Change: All the policies of insurance (and the certificates or other evidence thereof) required to be purchased and maintained in accordance with this Paragraph 6.05 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 10 days prior written notice has been given to the purchasing policyholder. Within three days of receipt of any such written notice, the purchasing policyholder shall provide a copy of the notice to each other insured.
Deductibles: The purchaser of any required builder’s risk or property insurance shall pay for
costs not covered because of the application of a policy deductible.
Partial Occupancy or Use by Owner: If Owner will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 15.04, then Owner (directly, if it is the purchaser of the builder’s risk policy, or through Contractor) will provide notice of such occupancy or use to the builder’s risk insurer. The builder’s risk insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy; rather, those portions of the Work that are occupied or used by Owner may come off the builder’s risk policy, while those portions of the Work not yet occupied or used by Owner shall remain covered by the builder’s risk insurance.
Additional Insurance: If Contractor elects to obtain other special insurance to be included in or supplement the builder’s risk or property insurance policies provided under this Paragraph 6.05, it may do so at Contractor’s expense.

Insurance of Other Property: If the express insurance provisions of the Contract do not require or address the insurance of a property item or interest, such as tools, construction equipment, or other personal property owned by Contractor, a Subcontractor, or an employee of Contractor or a Subcontractor, then the entity or individual owning such property item will be responsible for deciding whether to insure it, and if so in what amount.
Receipt and Application of Property Insurance Proceeds
Any insured loss under the builder’s risk and other policies of insurance required by Paragraph 6.05 will be adjusted and settled with the named insured that purchased the policy. Such named insured shall act as fiduciary for the other insureds, and give notice to such other insureds that adjustment and settlement of a claim is in progress. Any other insured may state its position regarding a claim for insured loss in writing within 15 days after notice of such claim.
Proceeds for such insured losses may be made payable by the insurer either jointly to multiple insureds, or to the named insured that purchased the policy in its own right and as fiduciary for other insureds, subject to the requirements of any applicable mortgage clause. A named insured receiving insurance proceeds under the builder’s risk and other policies of insurance required by Paragraph 6.05 shall distribute such proceeds in accordance with such agreement as the parties in interest may reach, or as otherwise required under the dispute resolution provisions of this Contract or applicable Laws and Regulations.
If no other special agreement is reached, the damaged Work shall be repaired or replaced, the money so received applied on account thereof, and the Work and the cost thereof covered by Change Order, if needed.

ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES

Supervision and Superintendence
Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction.
At all times during the progress of the Work, Contractor shall assign a competent resident superintendent who shall not be replaced without written notice to Owner and Engineer except under extraordinary circumstances. The general requirement for competency – for the performance of work required to be done by or under the supervision of a designated person, the contractor shall designate as such person only such an employee as a reasonable and prudent person experienced in construction work would consider competent to perform such work.
Labor; Working Hours
Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site.
Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents,

all Work at the Site shall be performed during regular working hours, Monday through Friday. Contractor will not perform Work on a Saturday, Sunday, or any legal holiday. Contractor may perform Work outside regular working hours or on Saturdays, Sundays, or legal holidays only with Owner’s written consent, which will not be unreasonably withheld.
The Contractor shall be responsible, whether previously scheduled or not, for the payment of Owner’s cost of overtime inspection outside of the working hours described above. The Contractor will be required to pay for overtime inspection services on unscheduled work, work which is delayed by the Contractor’s suppliers or subcontractors and any other work performed for the convenience of the Contractor as he deems necessary to meet the schedule.
Services, Materials, and Equipment
Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents.
All materials and equipment incorporated into the Work shall be of good quality and new, except as otherwise provided in the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of Owner. If required by Engineer, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment.
All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents.
“Or Equals”
Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the Contract Price has been based upon Contractor furnishing such item as specified. The specification or description of such an item is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or “or equal” item is permitted, Contractor may request that Engineer authorize the use of other items of material or equipment, or items from other proposed suppliers under the circumstances described below.
If Engineer, in its sole discretion, determines that an item of material or equipment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, Engineer shall deem it an “or equal” item. For the purposes of this paragraph, a proposed item of material or equipment will be considered functionally equal to an item so named if:
in the exercise of reasonable judgment Engineer determines that:
it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics;

it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole;
it has a proven record of performance and availability of responsive service; and
it is not objectionable to Owner.
Contractor certifies that, if approved and incorporated into the Work:
there will be no increase in cost to the Owner or increase in Contract Times; and
it will conform substantially to the detailed requirements of the item named in the Contract Documents.
Contractor’s Expense: Contractor shall provide all data in support of any proposed “or equal” item at Contractor’s expense.
Engineer’s Evaluation and Determination: Engineer will be allowed a reasonable time to evaluate each “or-equal” request. Engineer may require Contractor to furnish additional data about the proposed “or-equal” item. Engineer will be the sole judge of acceptability. No “or-equal” item will be ordered, furnished, installed, or utilized until Engineer’s review is complete and Engineer determines that the proposed item is an “or-equal”, which will be evidenced by an approved Shop Drawing or other written communication. Engineer will advise Contractor in writing of any negative determination.
Effect of Engineer’s Determination: Neither approval nor denial of an “or-equal” request shall result in any change in Contract Price. The Engineer’s denial of an “or-equal” request shall be final and binding, and may not be reversed through an appeal under any provision of the Contract Documents.
Treatment as a Substitution Request: If Engineer determines that an item of material or equipment proposed by Contractor does not qualify as an “or-equal” item, Contractor may request that Engineer considered the proposed item as a substitute pursuant to Paragraph 7.05.
Substitutes
Unless the specification or description of an item of material or equipment required to be furnished under the Contract Documents contains or is followed by words reading that no substitution is permitted, Contractor may request that Engineer authorize the use of other items of material or equipment under the circumstances described below. To the extent possible such requests shall be made before commencement of related construction at the Site.
Contractor shall submit sufficient information as provided below to allow Engineer to determine if the item of material or equipment proposed is functionally equivalent to that named and an acceptable substitute therefor. Engineer will not accept requests for review of proposed substitute items of material or equipment from anyone other than Contractor.

The requirements for review by Engineer will be as set forth in Paragraph 7.05.B, as supplemented by the Specifications, and as Engineer may decide is appropriate under the circumstances.
Contractor shall make written application to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application:
shall certify that the proposed substitute item will:
perform adequately the functions and achieve the results called for by the general design,
be similar in substance to that specified, and
be suited to the same use as that specified.
will state:
the extent, if any, to which the use of the proposed substitute item will necessitate a change in Contract Times,
whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with Owner for other work on the Project) to adapt the design to the proposed substitute item, and
whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty.
will identify:
all variations of the proposed substitute item from that specified, and
available engineering, sales, maintenance, repair, and replacement services.
shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including but not limited to changes in Contract Price, shared savings, costs of redesign, and claims of other contractors affected by any resulting change.
Engineer’s Evaluation and Determination: Engineer will be allowed a reasonable time to evaluate each substitute request, and to obtain comments and direction from Owner. Engineer may require Contractor to furnish additional data about the proposed substitute item. Engineer will be the sole judge of acceptability. No substitute will be ordered, furnished, installed, or utilized until Engineer’s review is complete and Engineer determines that the proposed item is an acceptable substitute. Engineer’s determination will be evidenced by a Field Order or a proposed Change Order accounting for the substitution itself and all related impacts, including changes in Contract Price or Contract Times. Engineer will advise Contractor in writing of any negative determination.
Special Guarantee: Owner may require Contractor to furnish at Contractor’s expense a
special performance guarantee or other surety with respect to any substitute.
Reimbursement of Engineer’s Cost: Engineer will record Engineer’s costs in evaluating a
substitute proposed or submitted by Contractor. Whether or not Engineer approves a

substitute so proposed or submitted by Contractor, Contractor shall reimburse Owner for the reasonable charges of Engineer for evaluating each such proposed substitute. Contractor shall also reimburse Owner for the reasonable charges of Engineer for making changes in the Contract Documents (or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed substitute.
Contractor’s Expense: Contractor shall provide all data in support of any proposed substitute
at Contractor’s expense.
Effect of Engineer’s Determination: If Engineer approves the substitution request, Contractor shall execute the proposed Change Order and proceed with the substitution. The Engineer’s denial of a substitution request shall be final and binding, and may not be reversed through an appeal under any provision of the Contract Documents. Contractor may challenge the scope of reimbursement costs imposed under Paragraph 7.05.D, by timely submittal of a Change Proposal.
Concerning Subcontractors, Suppliers, and Others
Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. Such Subcontractors and Suppliers must be acceptable to Owner.
Contractor shall retain specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work if required by the Contract to do so.
Subsequent to the submittal of Contractor’s Bid or final negotiation of the terms of the Contract, Owner may not require Contractor to retain any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against which Contractor has reasonable objection.
Prior to entry into any binding subcontract or purchase order, Contractor shall submit to Owner the identity of the proposed Subcontractor or Supplier (unless Owner has already deemed such proposed Subcontractor or Supplier acceptable, during the bidding process or otherwise). Such proposed Subcontractor or Supplier shall be deemed acceptable to Owner unless Owner raises a substantive, reasonable objection within five days.
Owner may require the replacement of any Subcontractor, Supplier, or other individual or entity retained by Contractor to perform any part of the Work. Owner also may require Contractor to retain specific replacements; provided, however, that Owner may not require a replacement to which Contractor has a reasonable objection. If Contractor has submitted the identity of certain Subcontractors, Suppliers, or other individuals or entities for acceptance by Owner, and Owner has accepted it (either in writing or by failing to make written objection thereto), then Owner may subsequently revoke the acceptance of any such Subcontractor, Supplier, or other individual or entity so identified solely on the basis of substantive, reasonable objection after due investigation. Contractor shall submit an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity.
If Owner requires the replacement of any Subcontractor, Supplier, or other individual or entity retained by Contractor to perform any part of the Work, then Contractor shall be entitled to an adjustment in Contract Price or Contract Times, or both, with respect to the replacement; and Contractor shall initiate a Change Proposal for such adjustment within 30 days of Owner’s requirement of replacement.

No acceptance by Owner of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, shall constitute a waiver of the right of Owner to the completion of the Work in accordance with the Contract Documents.
On a monthly basis Contractor shall submit to Engineer a complete list of all Subcontractors and Suppliers having a direct contract with Contractor, and of all other Subcontractors and Suppliers known to Contractor at the time of submittal.
Contractor shall be fully responsible to Owner and Engineer for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor’s own acts and omissions.
Contractor shall be solely responsible for scheduling and coordinating the work of Subcontractors, Suppliers, and all other individuals or entities performing or furnishing any of the Work.
Contractor shall restrict all Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work from communicating with Engineer or Owner, except through Contractor or in case of an emergency, or as otherwise expressly allowed herein.
The divisions and sections of the Specifications and the identifications of any Drawings shall not control Contractor in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any specific trade.
All Work performed for Contractor by a Subcontractor or Supplier shall be pursuant to an appropriate contractual agreement that specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of Owner and Engineer.
Owner may furnish to any Subcontractor or Supplier, to the extent practicable, information about amounts paid to Contractor on account of Work performed for Contractor by the particular Subcontractor or Supplier.
Nothing in the Contract Documents:
shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between Owner or Engineer and any such Subcontractor, Supplier, or other individual or entity; nor
shall create any obligation on the part of Owner or Engineer to pay or to see to the payment of any money due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations.
Patent Fees and Royalties
Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of Owner or Engineer, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner in the Contract Documents.

To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify, defend, and hold harmless Indemnitees (defined in Paragraph 7.18) from and against all claims, liabilities, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents, provided however that such infringement is caused by the negligent, reckless, or intentionally wrongful actions of the Contractor or those for which Contractor is responsible.
Permits
Unless otherwise provided in the Contract Documents, Contractor shall obtain and pay for all construction permits and licenses. Owner shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of the submission of Contractor’s Bid (or when Contractor became bound under a negotiated contract). Contractor shall pay all charges of utility owners for connections for providing permanent service to the Work.
Taxes
	Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations of the place of the Project which are applicable during the performance of the Work.
Laws and Regulations
Contractor shall give all notices required by and shall comply with all Laws and Regulations, applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner nor Engineer shall be responsible for monitoring Contractor’s compliance with any Laws or Regulations.
If Contractor or those for which Contractor is responsible negligently, recklessly, or intentionally and wrongfully performs any Work or takes any other action knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all resulting costs and losses, and shall indemnify, defend, and hold harmless Indemnitees (defined in Paragraph 7.18) from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work or other action.
Owner or Contractor may give notice to the other party of any changes after the submission of Contractor’s Bid (or after the date when Contractor became bound under a negotiated contract) in Laws or Regulations having an effect on the cost or time of performance of the Work, including but not limited to changes in Laws or Regulations having an effect on procuring permits and on sales, use, value-added, consumption, and other similar taxes. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times resulting from such changes, then within 30 days of such notice Contractor may submit a Change Proposal, or Owner may initiate a Claim.

Record Documents
Contractor shall maintain in a safe place at the Site one printed record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, written interpretations and clarifications, and approved Shop Drawings. Contractor shall keep such record documents in good order and annotate them to show changes made during construction. During construction, these record documents, together with all approved Samples, will be available to Engineer for reference. Upon completion of the Work, Contractor shall create digital versions of all records and deliver these all record documents to the Owner and the Engineer.
Safety and Protection
Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to:
all persons on the Site or who may be affected by the Work;
all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and
other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction.
Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify Owner; the owners of adjacent property, Underground Facilities, and other utilities; and other contractors and utility owners performing work at or adjacent to the Site, when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. Among other requirements, the Contractor or subcontractor performing trench excavation work on the Project shall comply with the applicable trench safety standards.
Contractor shall comply with the applicable requirements of Owner’s safety programs, if any. The Supplementary Conditions identify any Owner’s safety programs that are applicable to the Work.
Contractor shall inform Owner and Engineer of the specific requirements of Contractor’s safety program with which Owner’s and Engineer’s employees and representatives must comply while at the Site.
All damage, injury, or loss to any property referred to in Paragraph 7.12.A.2 or 7.12.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor at its expense (except damage or loss attributable to the fault of Drawings or

Specifications or to the acts or omissions of Owner or Engineer or anyone employed by any of them, or anyone for whose acts any of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor or any Subcontractor, Supplier, or other individual or entity directly or indirectly employed by any of them).
Contractor’s duties and responsibilities for safety and protection shall continue until such time as all the Work is completed and Engineer has issued a notice to Owner and Contractor in accordance with Paragraph 15.06.B that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion).
Contractor’s duties and responsibilities for safety and protection shall resume whenever Contractor or any Subcontractor or Supplier returns to the Site to fulfill warranty or correction obligations, or to conduct other tasks arising from the Contract Documents.
Safety Representative
Contractor shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs, including, but not limited to, documented toolbox safety meetings/talks, held on a bi-weekly basis, at minimum.
Hazard Communication Programs
Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations.
Emergencies
In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give Engineer prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If Engineer determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued.
Shop Drawings, Samples, and Other Submittals
Shop Drawing and Sample Submittal Requirements:
Before submitting a Shop Drawing or Sample, Contractor shall have:
reviewed and coordinated the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents;
determined and verified all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect thereto;
determined and verified the suitability of all materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and

determined and verified all information relative to Contractor’s responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto.
Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor’s obligations under the Contract Documents with respect to Contractor’s review of that submittal, and that Contractor approves the submittal.
With each submittal, Contractor shall give Engineer specific written notice of any variations that the Shop Drawing or Sample may have from the requirements of the Contract Documents. This notice shall be set forth in a written communication separate from the Shop Drawings or Sample submittal; and, in addition, in the case of Shop Drawings by a specific notation made on each Shop Drawing submitted to Engineer for review and approval of each such variation.
Submittal Procedures for Shop Drawings and Samples: Contractor shall submit Shop Drawings and Samples to Engineer for review and approval in accordance with the accepted Schedule of Submittals. Each submittal will be identified as Engineer may require.
Shop Drawings:
Contractor shall submit the number of copies required in the Specifications.
Data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Contractor proposes to provide and to enable Engineer to review the information for the limited purposes required by Paragraph 7.16.D.
Samples:
Contractor shall submit the number of Samples required in the Specifications.
Contractor shall clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Paragraph 7.16.D.
Where a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to Engineer’s review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor.
Other Submittals: Contractor shall submit other submittals to Engineer in accordance with the accepted Schedule of Submittals, and pursuant to the applicable terms of the Specifications.
Engineer’s Review:
Engineer will provide timely review of Shop Drawings and Samples in accordance with the Schedule of Submittals acceptable to Engineer. Engineer’s review and approval will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents

and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents.
Engineer’s review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto.
Engineer’s review and approval of a separate item as such will not indicate approval of
the assembly in which the item functions.
Engineer’s review and approval of a Shop Drawing or Sample shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Paragraph 7.16.A.3 and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer will document any such approved variation from the requirements of the Contract Documents in a Field Order.
Engineer’s review and approval of a Shop Drawing or Sample shall not relieve Contractor from responsibility for complying with the requirements of Paragraph 7.16.A and B.
Engineer’s review and approval of a Shop Drawing or Sample, or of a variation from the requirements of the Contract Documents, shall not, under any circumstances, change the Contract Times or Contract Price, unless such changes are included in a Change Order.
Neither Engineer’s receipt, review, acceptance or approval of a Shop Drawing, Sample,
or other submittal shall result in such item becoming a Contract Document.
Contractor shall perform the Work in compliance with the requirements and commitments set forth in approved Shop Drawings and Samples, subject to the provisions of Paragraph 7.16.D.4.
Resubmittal Procedures:
Contractor shall make corrections required by Engineer and shall return the required number of corrected copies of Shop Drawings and submit, as required, new Samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by Engineer on previous submittals.
Contractor shall furnish required submittals with sufficient information and accuracy to obtain required approval of an item with no more than three submittals. Engineer will record Engineer’s time for reviewing a fourth or subsequent submittal of a Shop Drawings, sample, or other item requiring approval, and Contractor shall be responsible for Engineer’s charges to Owner for such time. Owner may impose a set-off against payments due to Contractor to secure reimbursement for such charges.
If Contractor requests a change of a previously approved submittal item, Contractor shall be responsible for Engineer’s charges to Owner for its review time, and Owner may impose a set-off against payments due to Contractor to secure reimbursement for such charges, unless the need for such change is beyond the control of Contractor.

Contractor’s General Warranty and Guarantee
Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective. Engineer and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on Contractor’s warranty and guarantee.
Contractor’s warranty and guarantee hereunder excludes defects or damage caused by:
abuse, modification, or improper maintenance or operation by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or
normal wear and tear under normal usage.
Contractor’s obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor’s obligation to perform the Work in accordance with the Contract Documents:
observations by Engineer;
recommendation by Engineer or payment by Owner of any progress or final payment;
the issuance of a certificate of Substantial Completion by Engineer or any payment related thereto by Owner;
use or occupancy of the Work or any part thereof by Owner;
any review and approval of a Shop Drawing or Sample submittal;
the issuance of a notice of acceptability by Engineer (or other similar acceptance by Owner);
any inspection, test, or approval by others; or
any correction of defective Work by Owner.
If the Contract requires the Contractor to accept the assignment of a contract entered into by Owner, then the specific warranties, guarantees, and correction obligations contained in the assigned contract shall govern with respect to Contractor’s performance obligations to Owner for the Work described in the assigned contract.
Contractor shall assign to Owner all warranties extended to Contractor by material suppliers and subcontractors. If an assignment of warranty requires the material supplier or subcontractor to consent to same, then Contractor shall secure the material supplier’s or subcontractor’s consent to assign said warranties to Owner.
The warranties provided in this section shall be in addition to and not in limitation of any other warranty or remedy required by law.
Indemnification
To the fullest extent permitted by Laws and Regulations, and in addition to any other obligations of Contractor under the Contract or otherwise, Contractor shall indemnify, hold harmless, and defend Owner, Engineer, and their respective members, parents, partners, subsidiaries, affiliates, officers, directors, supervisors, staff, consultants, agents,

subcontractors and employees of each, the City of Tallahassee and Blueprint Intergovernmental Agency, and any of all of the foregoing entities and individuals (together, “Indemnitees”) from all claims, liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused, in part or in whole, by the negligence, recklessness, or intentionally wrongful misconduct of the Contractor, or any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed or used by any of them to perform any of the Work. To the extent required by Florida law to make the provisions of any indemnification, defense or hold harmless provision of this Contract enforceable (and otherwise this sentence does not apply), such indemnification, hold harmless and defense obligation shall not exceed $10,000,000.00, the amount of which bears a reasonable commercial relationship to the Contract and was part of the project specifications or bid documents. In the event that any indemnification, defense or hold harmless provision of this Contract is determined to be unenforceable, the provision shall be reformed to give the provision the maximum effect allowed by Florida law and for the benefit of the Indemnitees. The Contractor shall ensure that any and all Subcontractors, and Suppliers, include this express paragraph for the benefit of the Indemnitees.
In any and all claims against Owner or Engineer or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, the City of Tallahassee or Blueprint Intergovernmental Agency by any employee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 7.18.A shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any such Subcontractor, Supplier, or other individual or entity under workers’ compensation acts, disability benefit acts, or other employee benefit acts.
The indemnification obligations of Contractor under Paragraph 7.18.A shall not extend to the liability of Engineer and Engineer’s officers, directors, members, partners, employees, agents, consultants and subcontractors arising out of:
the preparation or approval of, or the failure to prepare or approve maps, Drawings, opinions, reports, surveys, Change Orders, designs, or Specifications; or
giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage.
Delegation of Professional Design Services
Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor’s responsibilities for construction means, methods, techniques, sequences and procedures. Contractor shall not be required to provide professional services in violation of applicable Laws and Regulations.
If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of Contractor by the Contract Documents, Owner and Engineer will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations,

specifications, certifications, and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to Engineer.
Owner and Engineer shall be entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, or approvals performed by such design professionals, provided Owner and Engineer have specified to Contractor all performance and design criteria that such services must satisfy.
Pursuant to this paragraph, Engineer’s review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. Engineer’s review and approval of Shop Drawings and other submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 7.16.D.1.
Contractor shall not be responsible for the adequacy of the performance or design criteria specified by Owner or Engineer.

ARTICLE 8 – OTHER WORK AT THE SITE

Other Work
In addition to and apart from the Work under the Contract Documents, the Owner may perform other work at or adjacent to the Site. Such other work may be performed by Owner’s employees, or through contracts between the Owner and third parties. Owner may also arrange to have third-party utility owners perform work on their utilities and facilities at or adjacent to the Site.
If Owner performs other work at or adjacent to the Site with Owner’s employees, or through contracts for such other work, then Owner shall give Contractor written notice thereof prior to starting any such other work. If Owner has advance information regarding the start of any utility work at or adjacent to the Site, Owner shall provide such information to Contractor.
Contractor shall afford each other contractor that performs such other work, each utility owner performing other work, and Owner, if Owner is performing other work with Owner’s employees, proper and safe access to the Site, and provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others' work with the written consent of Engineer and the others whose work will be affected.
If the proper execution or results of any part of Contractor’s Work depends upon work performed by others under this Article 8, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to so report will constitute an acceptance of such other work as

fit and proper for integration with Contractor’s Work except for latent defects and
deficiencies in such other work.
Coordination
If Owner intends to contract with others for the performance of other work at or adjacent to the Site, to perform other work at or adjacent to the Site with Owner’s employees, or to arrange to have utility owners perform work at or adjacent to the Site, the following will be set forth in the Supplementary Conditions or provided to Contractor prior to the start of any such other work:
the identity of the individual or entity that will have authority and responsibility for coordination of the activities among the various contractors;
an itemization of the specific matters to be covered by such authority and responsibility; and
the extent of such authority and responsibilities.
Unless otherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility for such coordination.
Legal Relationships
If, in the course of performing other work at or adjacent to the Site for Owner, the Owner’s employees, any other contractor working for Owner, or any utility owner for whom the Owner is responsible causes damage to the Work or to the property of Contractor or its Subcontractors, or delays, disrupts, interferes with, or increases the scope or cost of the performance of the Work, through actions or inaction, then Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Times, or both. Contractor must submit any Change Proposal seeking an equitable adjustment in the Contract Price or the Contract Times under this paragraph within 30 days of the damaging, delaying, disrupting, or interfering event. The entitlement to, and extent of, any such equitable adjustment shall take into account information (if any) regarding such other work that was provided to Contractor in the Contract Documents prior to the submittal of the Bid or the final negotiation of the terms of the Contract. When applicable, any such equitable adjustment in Contract Price shall be conditioned on Contractor assigning to Owner all Contractor’s rights against such other contractor or utility owner with respect to the damage, delay, disruption, or interference that is the subject of the adjustment. Contractor’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete the Work within the Contract Times.
Contractor shall take reasonable and customary measures to avoid damaging, delaying, disrupting, or interfering with the work of Owner, any other contractor, or any utility owner performing other work at or adjacent to the Site. If Contractor fails to take such measures and as a result damages, delays, disrupts, or interferes with the work of any such other contractor or utility owner, then Owner may impose a set-off against payments due to Contractor, and assign to such other contractor or utility owner the Owner’s contractual rights against Contractor with respect to the breach of the obligations set forth in this paragraph.
When Owner is performing other work at or adjacent to the Site with Owner’s employees,
Contractor shall be liable to Owner for damage to such other work, and for the reasonable

direct delay, disruption, and interference costs incurred by Owner as a result of Contractor’s failure to take reasonable and customary measures with respect to Owner’s other work. In response to such damage, delay, disruption, or interference, Owner may impose a set-off against payments due to Contractor.
If Contractor damages, delays, disrupts, or interferes with the work of any other contractor, or any utility owner performing other work at or adjacent to the Site, through Contractor’s failure to take reasonable and customary measures to avoid such impacts, or if any claim arising out of Contractor’s actions, inactions, or negligence in performance of the Work at or adjacent to the Site is made by any such other contractor or utility owner against Contractor, Owner, or Engineer, then Contractor shall (1) promptly attempt to settle the claim as to all parties through negotiations with such other contractor or utility owner, or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law, and (2) indemnify, defend, and hold harmless Indemnitees from and against any such claims, and against all costs, liabilities, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such damage, delay, disruption, or interference, provided however that the damage, delay, disruption or interference is caused in part or in whole by the negligent, reckless or intentionally wrongful misconduct of Contractor, or those for which Contractor is responsible.

ARTICLE 9 – OWNER’S RESPONSIBILITIES

Communications to Contractor
Except as otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer.
Replacement of Engineer
Owner may at its discretion appoint an engineer to replace Engineer, provided Contractor makes no reasonable objection to the replacement engineer. The replacement engineer’s status under the Contract Documents shall be that of the former Engineer.
Furnish Data
Owner shall promptly furnish the data required of Owner under the Contract Documents.
Pay When Due
Owner shall make payments to Contractor when they are due as provided in the Agreement.
Lands and Easements; Reports, Tests, and Drawings
Owner’s duties with respect to providing lands and easements are set forth in Paragraph
5.01.
Owner’s duties with respect to providing engineering surveys to establish reference points
are set forth in Paragraph 4.03.
Article 5 refers to Owner’s identifying and making available to Contractor copies of reports of explorations and tests of conditions at the Site, and drawings of physical conditions relating to existing surface or subsurface structures at the Site.

Insurance
Owner’s responsibilities, if any, with respect to purchasing and maintaining liability and
property insurance are set forth in Article 6.
Change Orders
Owner’s responsibilities with respect to Change Orders are set forth in Article 11.
Inspections, Tests, and Approvals
Owner’s responsibility with respect to certain inspections, tests, and approvals is set forth in
Paragraph 14.02.B.
Limitations on Owner’s Responsibilities
The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Owner will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents.
Undisclosed Hazardous Environmental Condition
Owner’s responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 5.06.
Evidence of Financial Arrangements
Upon request of Contractor, Owner shall furnish Contractor reasonable evidence that financial arrangements have been made to satisfy Owner’s obligations under the Contract Documents (including obligations under proposed changes in the Work).
Safety Programs
While at the Site, Owner’s employees and representatives shall comply with the specific applicable requirements of Contractor’s safety programs of which Owner has been informed.
Owner shall furnish copies of any applicable Owner safety programs to Contractor.

ARTICLE 10 – ENGINEER’S STATUS DURING CONSTRUCTION

Owner’s Representative
Engineer will be Owner’s representative during the construction period. The duties and responsibilities and the limitations of authority of Engineer as Owner’s representative during construction are set forth in the Contract.
Visits to Site
Engineer will make visits to the Site at intervals appropriate to the various stages of construction as Engineer deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects of Contractor’s executed Work. Based on information obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Contract Documents. Engineer will not be required to

make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. Engineer’s efforts will be directed toward providing for Owner a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of the Work and will endeavor to guard Owner against defective Work.
Engineer’s visits and observations are subject to all the limitations on Engineer’s authority and responsibility set forth in Paragraph 10.08. Particularly, but without limitation, during or as a result of Engineer’s visits or observations of Contractor’s Work, Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work.
Project Representative
If Owner and Engineer have agreed that Engineer will furnish a Resident Project Representative to represent Engineer at the Site and assist Engineer in observing the progress and quality of the Work, then the authority and responsibilities of any such Resident Project Representative will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in Paragraph 10.08. If Owner designates another representative or agent to represent Owner at the Site who is not Engineer’s consultant, agent, or employee, the responsibilities and authority and limitations thereon of such other individual or entity will be as provided in the Supplementary Conditions.
Rejecting Defective Work
Engineer has the authority to reject Work in accordance with Article 14.
Shop Drawings, Change Orders and Payments
Engineer’s authority, and limitations thereof, as to Shop Drawings and Samples, are set forth
in Paragraph 7.16.
Engineer’s authority, and limitations thereof, as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, are set forth in Paragraph 7.19.
Engineer’s authority as to Change Orders is set forth in Article 11.
Engineer’s authority as to Applications for Payment is set forth in Article 15.
Determinations for Unit Price Work
Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor as set forth in Paragraph 13.03.
Decisions on Requirements of Contract Documents and Acceptability of Work
Engineer will render decisions regarding the requirements of the Contract Documents, and judge the acceptability of the Work, pursuant to the specific procedures set forth herein for initial interpretations, Change Proposals, and acceptance of the Work. In rendering such decisions and judgments, Engineer will not show partiality to Owner or Contractor, and will not be liable to Owner, Contractor, or others in connection with any proceedings, interpretations, decisions, or judgments conducted or rendered in good faith.

Limitations on Engineer’s Authority and Responsibilities
Neither Engineer’s authority or responsibility under this Article 10 or under any other provision of the Contract, nor any decision made by Engineer in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by Engineer, shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them.
Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Engineer will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents.
Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of the Work.
Engineer’s review of the final Application for Payment and accompanying documentation and all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Paragraph 15.06.A will only be to determine generally that their content complies with the requirements of, and in the case of certificates of inspections, tests, and approvals, that the results certified indicate compliance with the Contract Documents.
The limitations upon authority and responsibility set forth in this Paragraph 10.08 shall also apply to the Resident Project Representative, if any.
Compliance with Safety Program
While at the Site, Engineer’s employees and representatives will comply with the specific applicable requirements of Owner’s and Contractor’s safety programs (if any) of which Engineer has been informed.

ARTICLE 11 – AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK

Amending and Supplementing Contract Documents
The Contract Documents may be amended or supplemented by a Change Order, a Work Change Directive, or a Field Order.
Change Orders:
If an amendment or supplement to the Contract Documents includes a change in the Contract Price or the Contract Times, such amendment or supplement must be set forth in a Change Order. A Change Order also may be used to establish amendments and supplements of the Contract Documents that do not affect the Contract Price or Contract Times.
Owner and Contractor may amend those terms and conditions of the Contract Documents that do not involve (1) the performance or acceptability of the Work,
the design (as set forth in the Drawings, Specifications, or otherwise), or (3)

other engineering or technical matters, without the recommendation of the Engineer. Such an amendment shall be set forth in a Change Order.
Work Change Directives: A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the modification ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order, following negotiations by the parties as to the Work Change Directive’s effect, if any, on the Contract Price and Contract Times; or, if negotiations are unsuccessful, by a determination under the terms of the Contract Documents governing adjustments, expressly including Paragraph 11.04 regarding change of Contract Price. Contractor must submit any Change Proposal seeking an adjustment of the Contract Price or the Contract Times, or both, no later than 30 days after the completion of the Work set out in the Work Change Directive. Owner must submit any Claim seeking an adjustment of the Contract Price or the Contract Times, or both, no later than 60 days after issuance of the Work Change Directive.
Field Orders: Engineer may authorize minor changes in the Work if the changes do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such changes will be accomplished by a Field Order and will be binding on Owner and also on Contractor, which shall perform the Work involved promptly. If Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, or both, then before proceeding with the Work at issue, Contractor shall submit a Change Proposal as provided herein.
Owner-Authorized Changes in the Work
Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work. Such changes shall be supported by Engineer’s recommendation, to the extent the change involves the design (as set forth in the Drawings, Specifications, or otherwise), or other engineering or technical matters. Such changes may be accomplished by a Change Order, if Owner and Contractor have agreed as to the effect, if any, of the changes on Contract Times or Contract Price; or by a Work Change Directive. Changes requiring a design modification shall be subject to the construction administration contract between the Owner and the Engineer. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved; or, in the case of a deletion in the Work, promptly cease construction activities with respect to such deleted Work. Added or revised Work shall be performed under the applicable conditions of the Contract Documents. Nothing in this paragraph shall obligate Contractor to undertake work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor’s safety obligations under the Contract Documents or Laws and Regulations.
Unauthorized Changes in the Work
Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any work performed that is not required by the Contract Documents, as amended, modified, or supplemented, except in the case of an emergency as provided in Paragraph 7.15 or in the case of uncovering Work as provided in Paragraph 14.05.

Change of Contract Price
The Contract Price may only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Price shall comply with the provisions of Paragraph 11.06. Any Claim for an adjustment of Contract Price shall comply with the provisions of Article 12.
An adjustment in the Contract Price will be determined as follows:
where the Work involved is covered by unit prices contained in the Contract Documents, then by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 13.03); or
where the Work involved is not covered by unit prices contained in the Contract Documents, then by a mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 11.04.C.2); or
where the Work involved is not covered by unit prices contained in the Contract Documents and the parties do not reach mutual agreement to a lump sum, then on the basis of the Cost of the Work (determined as provided in Paragraph 13.01) plus a Contractor’s fee for overhead and profit (determined as provided in Paragraph 11.04.C).
Contractor’s Fee: When applicable, the Contractor’s fee for overhead and profit shall be
determined as follows:
a mutually acceptable fixed fee; or
if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work:
for costs incurred under Paragraphs 13.01.B.1 and 13.01.B.2, the Contractor’s fee
shall be 15 percent;
for costs incurred under Paragraph 13.01.B.3, the Contractor’s fee shall be five
percent;
where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 11.04.C.2.a and 11.04.C.2.b is that the Contractor’s fee shall be based on: (1) a fee of 15 percent of the costs incurred under Paragraphs 13.01.A.1 and 13.01.A.2 by the Subcontractor that actually performs the Work, at whatever tier, and (2) with respect to Contractor itself and to any Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work, a fee of five percent of the amount (fee plus underlying costs incurred) attributable to the next lower tier Subcontractor; provided, however, that for any such subcontracted work the maximum total fee to be paid by Owner shall be no greater than 27 percent of the costs incurred by the Subcontractor that actually performs the work;
no fee shall be payable on the basis of costs itemized under Paragraphs 13.01.B.4, 13.01.B.5, and 13.01.C;
the amount of credit to be allowed by Contractor to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor’s fee by an amount equal to five percent of such net decrease; and

when both additions and credits are involved in any one change, the adjustment in Contractor’s fee shall be computed on the basis of the net change in accordance with Paragraphs 11.04.C.2.a through 11.04.C.2.e, inclusive.
Change of Contract Times
The Contract Times may only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Times shall comply with the provisions of Paragraph 11.06. Any Claim for an adjustment in the Contract Times shall comply with the provisions of Article 12.
An adjustment of the Contract Times shall be subject to the limitations set forth in Paragraph
4.05, concerning delays in Contractor’s progress.
Change Proposals
Contractor shall submit a Change Proposal to Engineer to request an adjustment in the Contract Times or Contract Price; appeal an initial decision by Engineer concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents; contest a set-off against payment due; or seek other relief under the Contract. The Change Proposal shall specify any proposed change in Contract Times or Contract Price, or both, or other proposed relief, and explain the reason for the proposed change, with citations to any governing or applicable provisions of the Contract Documents.
Procedures: Contractor shall submit each Change Proposal to Engineer promptly (but in no event later than 30 days) after the start of the event giving rise thereto, or after such initial decision. The Contractor shall submit supporting data, including the proposed change in Contract Price or Contract Time (if any), to the Engineer and Owner within 15 days after the submittal of the Change Proposal. The supporting data shall be accompanied by a written statement that the supporting data are accurate and complete, and that any requested time or price adjustment is the entire adjustment to which Contractor believes it is entitled as a result of said event. Engineer will advise Owner regarding the Change Proposal, and consider any comments or response from Owner regarding the Change Proposal.
Engineer’s Action: Engineer will review each Change Proposal and, within 30 days after receipt of the Contractor’s supporting data, either deny the Change Proposal in whole, approve it in whole, or deny it in part and approve it in part. Such actions shall be in writing, with a copy provided to Owner and Contractor. If Engineer does not take action on the Change Proposal within 30 days, then either Owner or Contractor may at any time thereafter submit a letter to the other party indicating that as a result of Engineer’s inaction the Change Proposal is deemed denied, thereby commencing the time for appeal of the denial under Article 12.
Binding Decision: Engineer’s decision will be final and binding upon Owner and Contractor, unless Owner or Contractor appeals the decision by filing a Claim under Article 12.
Resolution of Certain Change Proposals: If the Change Proposal does not involve the design (as set forth in the Drawings, Specifications, or otherwise), the acceptability of the Work, or other engineering or technical matters, then Engineer will notify the parties that the Engineer is unable to resolve the Change Proposal. For purposes of further resolution of such a Change

Proposal, such notice shall be deemed a denial, and Contractor may choose to seek resolution under the terms of Article 12.
Execution of Change Orders
Owner and Contractor shall execute appropriate Change Orders covering:
changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive;
changes in Contract Price resulting from an Owner set-off, unless Contractor has duly contested such set-off;
changes in the Work which are: (a) ordered by Owner pursuant to Paragraph 11.02, (b) required because of Owner’s acceptance of defective Work under Paragraph 14.04 or Owner’s correction of defective Work under Paragraph 14.07, or (c) agreed to by the parties, subject to the need for Engineer’s recommendation if the change in the Work involves the design (as set forth in the Drawings, Specifications, or otherwise), or other engineering or technical matters; and
changes in the Contract Price or Contract Times, or other changes, which embody the substance of any final and binding results under Paragraph 11.06, or Article 12.
If Owner or Contractor refuses to execute a Change Order that is required to be executed under the terms of this Paragraph 11.07, it shall be deemed to be of full force and effect, as if fully executed.
Notification to Surety
If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times), the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change.

ARTICLE 12 – CLAIMS

Claims
Claims Process: The following disputes between Owner and Contractor shall be submitted to the Claims process set forth in this Article:
Appeals by Owner or Contractor of Engineer’s decisions regarding Change Proposals;
Owner demands for adjustments in the Contract Price or Contract Times, or other relief under the Contract Documents; and
Disputes that Engineer has been unable to address because they do not involve the design (as set forth in the Drawings, Specifications, or otherwise), the acceptability of the Work, or other engineering or technical matters.
Submittal of Claim: The party submitting a Claim shall deliver it directly to the other party to the Contract promptly (but in no event later than 30 days) after the start of the event giving rise thereto; in the case of appeals regarding Change Proposals within 30 days of the decision

under appeal. The party submitting the Claim shall also furnish a copy to the Engineer, for its information only. The responsibility to substantiate a Claim shall rest with the party making the Claim. In the case of a Claim by Contractor seeking an increase in the Contract Times or Contract Price, or both, Contractor shall certify that the Claim is made in good faith, that the supporting data are accurate and complete, and that to the best of Contractor’s knowledge and belief the amount of time or money requested accurately reflects the full amount to which Contractor is entitled.
Review and Resolution: The party receiving a Claim shall review it thoroughly, giving full consideration to its merits. The two parties shall seek to resolve the Claim through the exchange of information and direct negotiations. The parties may extend the time for resolving the Claim by mutual agreement. All actions taken on a Claim shall be stated in writing and submitted to the other party, with a copy to Engineer.
Mediation:
At any time after initiation of a Claim, Owner and Contractor may mutually agree to mediation of the underlying dispute. The agreement to mediate shall stay the Claim submittal and response process.
If Owner and Contractor agree to mediation, then after 60 days from such agreement, either Owner or Contractor may unilaterally terminate the mediation process, and the Claim submittal and decision process shall resume as of the date of the termination. If the mediation proceeds but is unsuccessful in resolving the dispute, the Claim submittal and decision process shall resume as of the date of the conclusion of the mediation, as determined by the mediator.
Owner and Contractor shall each pay one-half of the mediator’s fees and costs.
Partial Approval: If the party receiving a Claim approves the Claim in part and denies it in part, such action shall be final and binding unless within 30 days of such action the other party invokes the procedure set forth in Article 17 for final resolution of disputes.
Denial of Claim: If efforts to resolve a Claim are not successful, the party receiving the Claim may deny it by giving written notice of denial to the other party. If the receiving party does not take action on the Claim within 90 days, then either Owner or Contractor may at any time thereafter submit a letter to the other party indicating that as a result of the inaction, the Claim is deemed denied, thereby commencing the time for appeal of the denial. A denial of the Claim shall be final and binding unless within 30 days of the denial the other party invokes the procedure set forth in Article 17 for the final resolution of disputes.
Final and Binding Results: If the parties reach a mutual agreement regarding a Claim, whether through approval of the Claim, direct negotiations, mediation, or otherwise; or if a Claim is approved in part and denied in part, or denied in full, and such actions become final and binding; then the results of the agreement or action on the Claim shall be incorporated in a Change Order to the extent they affect the Contract, including the Work, the Contract Times, or the Contract Price.

ARTICLE 13 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK

Cost of the Work
Purposes for Determination of Cost of the Work: The term Cost of the Work means the sum of all costs necessary for the proper performance of the Work at issue, as further defined below. The provisions of this Paragraph 13.01 are used for two distinct purposes:
To determine Cost of the Work when Cost of the Work is a component of the Contract Price, under cost-plus-fee, time-and-materials, or other cost-based terms; or
To determine the value of a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price. When the value of any such adjustment is determined on the basis of Cost of the Work, Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment.
Costs Included: Except as otherwise may be agreed to in writing by Owner, costs included in the Cost of the Work shall be in amounts no higher than those prevailing in the locality of the Project, shall not include any of the costs itemized in Paragraph 13.01.C, and shall include only the following items:
Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time on the Work. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers’ compensation, health and retirement benefits, bonuses, sick leave, and vacation and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in the above to the extent authorized by Owner.
Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers’ field services required in connection therewith. All cash discounts shall accrue to Contractor unless Owner deposits funds with Contractor with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates, and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained.
Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by Owner, Contractor shall obtain competitive bids from subcontractors acceptable to Owner and Contractor and shall deliver such bids to Owner, who will then determine, with the advice of Engineer, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor’s Cost of the Work and fee shall be determined in the same manner as Contractor’s Cost of the Work and fee as provided in this Paragraph 13.01.

Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work.
Supplemental costs including the following:
Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor.
Rentals of all construction equipment and machinery, and the parts thereof, whether rented from Contractor or others in accordance with rental agreements approved by Owner with the advice of Engineer, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work.
Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, as imposed by Laws and Regulations.
Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses.
Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work (except losses and damages within the deductible amounts of property insurance established in accordance with Paragraph 6.05), provided such losses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor’s fee.
The cost of utilities, fuel, and sanitary facilities at the Site.
The costs of premiums for all bonds and insurance that Contractor is required by the Contract Documents to purchase and maintain.
Costs Excluded: The term Cost of the Work shall not include any of the following items:
Payroll costs and other compensation of Contractor’s officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor’s principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 13.01.B.1 or specifically covered by

Paragraph 13.01.B.4. The payroll costs and other compensation excluded here are to be
considered administrative costs covered by the Contractor’s fee.
Expenses of Contractor’s principal and branch offices other than Contractor’s office at
the Site.
Any part of Contractor’s capital expenses, including interest on Contractor’s capital
employed for the Work and charges against Contractor for delinquent payments.
Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property.
Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraph 13.01.B.
Contractor’s Fee: When the value of any Work covered by a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor’s fee shall be determined as set forth in Paragraph 11.04.C.
Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to this Article 13, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to Engineer an itemized cost breakdown together with supporting data.
Allowances
It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer.
Cash Allowances: Contractor agrees that:
the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and
Contractor’s costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances, and no demand for additional payment on account of any of the foregoing will be valid.
Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs.
Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted.

ARTICLE 14 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK

Access to Work
Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories, and authorities having jurisdiction will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor’s safety procedures and programs so that they may comply therewith as applicable.
Tests, Inspections, and Approvals
Contractor shall provide the Engineer with a Quality Control Plan that designates all necessary testing, who will perform the testing, and a proposed schedule of when the testing will be performed and available.
Contractor shall give Engineer timely notice of readiness of the Work (or specific parts thereof) for all required inspections and tests, and shall cooperate with inspection and testing personnel to facilitate required inspections and tests.
Owner shall retain and pay for the services of an independent inspector, testing laboratory, or other qualified individual or entity to perform all inspections and tests expressly required by the Contract Documents to be furnished and paid for by Owner, except that costs incurred in connection with tests or inspections of covered Work shall be governed by the provisions of Paragraph 14.05.
If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved by an employee or other representative of such public body, Contractor shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish Engineer the required certificates of inspection or approval.
Contractor shall be responsible for arranging, obtaining, and paying for all inspections and tests required:
by the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to Owner;
to attain Owner’s and Engineer’s acceptance of materials or equipment to be
incorporated in the Work;
by manufacturers of equipment furnished under the Contract Documents;
for testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; and
for acceptance of materials, mix designs, or equipment submitted for approval prior to
Contractor’s purchase thereof for incorporation in the Work.
Such inspections and tests shall be performed by independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to Owner and Engineer.

If the Contract Documents require the Work (or part thereof) to be approved by Owner, Engineer, or another designated individual or entity, then Contractor shall assume full responsibility for arranging and obtaining such approvals.
If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of Engineer, Contractor shall, if requested by Engineer, uncover such Work for observation. Such uncovering shall be at Contractor’s expense unless Contractor had given Engineer timely notice of Contractor’s intention to cover the same and Engineer had not acted with reasonable promptness in response to such notice.
Defective Work
Contractor’s Obligation: It is Contractor’s obligation to assure that the Work is not defective.
Engineer’s Authority: Engineer has the authority to determine whether Work is defective, and to reject defective Work.
Notice of Defects: Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor.
Correction, or Removal and Replacement: Promptly after receipt of written notice of defective Work, Contractor shall correct all such defective Work, whether or not fabricated, installed, or completed, or, if Engineer has rejected the defective Work, remove it from the Project and replace it with Work that is not defective.
Preservation of Warranties: When correcting defective Work, Contractor shall take no action that would void or otherwise impair Owner’s special warranty and guarantee, if any, on said Work.
Costs and Damages: In addition to its correction, removal, and replacement obligations with respect to defective Work, Contractor shall pay all claims, costs, losses, and damages arising out of or relating to defective Work, including but not limited to the cost of the inspection, testing, correction, removal, replacement, or reconstruction of such defective Work, fines levied against Owner by governmental authorities because the Work is defective, and the costs of repair or replacement of work of others resulting from defective Work. Prior to final payment, if Owner and Contractor are unable to agree as to the measure of such claims, costs, losses, and damages resulting from defective Work, then Owner may impose a reasonable set-off against payments due under Article 15.
Acceptance of Defective Work
If, instead of requiring correction or removal and replacement of defective Work, Owner prefers to accept it, Owner may do so (subject, if such acceptance occurs prior to final payment, to Engineer’s confirmation that such acceptance is in general accord with the design intent and applicable engineering principles, and will not endanger public safety). Contractor shall pay all claims, costs, losses, and damages attributable to Owner’s evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness), and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior to final payment, the necessary revisions in the Contract Documents with respect to the Work shall be incorporated in a Change Order. If the parties are unable to agree as to the decrease in the Contract Price, reflecting the diminished value of Work so accepted, then Owner may impose a reasonable

set-off against payments due under Article 15. If the acceptance of defective Work occurs after final payment, Contractor shall pay an appropriate amount to Owner.
Uncovering Work
Engineer has the authority to require additional inspection or testing of the Work, whether or not the Work is fabricated, installed, or completed.
If any Work is covered contrary to the written request of Engineer, then Contractor shall, if requested by Engineer, uncover such Work for Engineer’s observation, and then replace the covering, all at Contractor’s expense.
If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspected or tested by others, then Contractor, at Engineer’s request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, and provide all necessary labor, material, and equipment.
If it is found that the uncovered Work is defective, Contractor shall be responsible for all claims, costs, losses, and damages arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and pending Contractor’s full discharge of this responsibility the Owner shall be entitled to impose a reasonable set-off against payments due under Article 15.
If the uncovered Work is not found to be defective, Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Times, or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. If the parties are unable to agree as to the amount or extent thereof, then Contractor may submit a Change Proposal within 30 days of the determination that the Work is not defective.
Owner May Stop the Work
If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, then Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of Owner to stop the Work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them.
Owner May Correct Defective Work
If Contractor fails within a reasonable time after written notice from Engineer to correct defective Work, or to remove and replace rejected Work as required by Engineer, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, then Owner may, after seven days written notice to Contractor, correct or remedy any such deficiency.
In exercising the rights and remedies under this Paragraph 14.07, Owner shall proceed expeditiously. In connection with such corrective or remedial action, Owner may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend

Contractor’s services related thereto, and incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere. Contractor shall allow Owner, Owner’s representatives, agents and employees, Owner’s other contractors, and Engineer and Engineer’s consultants access to the Site to enable Owner to exercise the rights and remedies under this paragraph.
All claims, costs, losses, and damages incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 14.07 will be charged against Contractor as set-offs against payments due under Article 15. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor’s defective Work.
Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner’s rights and remedies under this Paragraph 14.07.

ARTICLE 15 – PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD

Progress Payments
Basis for Progress Payments: The Schedule of Values established as provided in Article 2 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to Engineer. Progress payments on account of Unit Price Work will be based on the number of units completed during the pay period, as determined under the provisions of Paragraph 13.03. Progress payments for cost-based Work will be based on Cost of the Work completed by Contractor during the pay period.
Applications for Payments:
At least 20 days before the date established in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. Progress payments are to be made only on installed material, no payments shall be made on stored material, whether on or off site, unless prior written arrangements are made with Owner.
Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor’s legitimate obligations associated with prior Applications for Payment.
The amount of retainage with respect to progress payments will be as stipulated in the Agreement.
Review of Applications:
Engineer will, within 10 days after receipt of each Application for Payment, including each resubmittal, either indicate in writing a recommendation of payment and present the Application to Owner, or return the Application to Contractor indicating in writing Engineer’s reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application.

Engineer’s recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Owner, based on Engineer’s observations of the executed Work as an experienced and qualified design professional, and on Engineer’s review of the Application for Payment and the accompanying data and schedules, that to the best of Engineer’s knowledge, information and belief:
the Work has progressed to the point indicated;
the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, the results of any subsequent tests called for in the Contract Documents, a final determination of quantities and classifications for Unit Price Work under Paragraph 13.03, and any other qualifications stated in the recommendation); and
the conditions precedent to Contractor’s being entitled to such payment appear to have been fulfilled in so far as it is Engineer’s responsibility to observe the Work.
By recommending any such payment Engineer will not thereby be deemed to have represented that:
inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in the Contract; or
there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by Owner or entitle Owner to withhold payment to Contractor.
Neither Engineer’s review of Contractor’s Work for the purposes of recommending payments nor Engineer’s recommendation of any payment, including final payment, will impose responsibility on Engineer:
to supervise, direct, or control the Work, or
for the means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or
for Contractor’s failure to comply with Laws and Regulations applicable to
Contractor’s performance of the Work, or
to make any examination to ascertain how or for what purposes Contractor has used the money paid on account of the Contract Price, or
to determine that title to any of the Work, materials, or equipment has passed to Owner free and clear of any Liens.
Engineer may refuse to recommend the whole or any part of any payment if, in Engineer’s opinion, it would be incorrect to make the representations to Owner stated in Paragraph 15.01.C.2.

Engineer will recommend reductions in payment (set-offs) necessary in Engineer’s
opinion to protect Owner from loss because:
the Work is defective, requiring correction or replacement;
the Contract Price has been reduced by Change Orders;
Owner has been required to correct defective Work in accordance with Paragraph 14.07, or has accepted defective Work pursuant to Paragraph 14.04;
Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; or
Engineer has actual knowledge of the occurrence of any of the events that would constitute a default by Contractor and therefore justify termination for cause under the Contract Documents.
Payment Becomes Due:
Owner shall make payment to the Contractor in the amount recommended (subject to the provisions of this Contract) in accordance with the prompt payment provisions contained in Sections 218.735 and 218.74, Florida Statutes. Contractor shall make payments due to subcontractors and suppliers within ten (10) days in accordance with the prompt payment provisions contained in Section 218.735(6), 218.735(7), and 218.74, Florida Statutes. Invoices from the Contractor should be directed to the District Manager.
Reductions in Payment by Owner:
In addition to any reductions in payment (set-offs) recommended by Engineer, Owner is entitled to impose a set-off against payment based on any of the following:
claims have been made against Owner on account of Contractor’s conduct in the performance or furnishing of the Work, or Owner has incurred costs, losses, or damages on account of Contractor’s conduct in the performance or furnishing of the Work, including but not limited to claims, costs, losses, or damages from workplace injuries, adjacent property damage, non-compliance with Laws and Regulations, and patent infringement;
Contractor has failed to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site;
Contractor has failed to provide and maintain required bonds or insurance;
Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible;
Owner has incurred extra charges or engineering costs related to submittal reviews, evaluations of proposed substitutes, tests and inspections, or return visits to manufacturing or assembly facilities;
the Work is defective, requiring correction or replacement;
Owner has been required to correct defective Work in accordance with Paragraph 14.07, or has accepted defective Work pursuant to Paragraph 14.04;
the Contract Price has been reduced by Change Orders;

an event that would constitute a default by Contractor and therefore justify a termination for cause has occurred;
liquidated damages have accrued as a result of Contractor’s failure to achieve
Milestones, Substantial Completion, or final completion of the Work;
Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens;
there are other items entitling Owner to a set off against the amount recommended.
If Owner imposes any set-off against payment, whether based on its own knowledge or on the written recommendations of Engineer, Owner will give Contractor immediate written notice (with a copy to Engineer) stating the reasons for such action and the specific amount of the reduction, and promptly pay Contractor any amount remaining after deduction of the amount so withheld. Owner shall promptly pay Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor, if Contractor remedies the reasons for such action. The reduction imposed shall be binding on Contractor unless it duly submits a Change Proposal contesting the reduction.
Upon a subsequent determination that Owner’s refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due as determined by Paragraph 15.01.C.1 and subject to interest as provided in the Agreement.
Contractor’s Warranty of Title
Contractor warrants and guarantees that title to all Work, materials, and equipment furnished under the Contract will pass to Owner free and clear of (1) all Liens and other title defects, and (2) all patent, licensing, copyright, or royalty obligations, no later than seven days after the time of payment by Owner.
Substantial Completion
When Contractor considers the entire Work ready for its intended use Contractor shall notify Owner and Engineer in writing that the entire Work is substantially complete and request that Engineer issue a certificate of Substantial Completion. Contractor shall at the same time submit to Owner and Engineer an initial draft of punch list items to be completed or corrected before final payment.
Promptly after Contractor’s notification, Owner, Contractor, and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor.
If Engineer considers the Work substantially complete, Engineer will deliver to Owner a preliminary certificate of Substantial Completion which shall fix the date of Substantial Completion. Engineer shall attach to the certificate a punch list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the preliminary certificate during which to make written objection to Engineer as to any provisions of the certificate or attached punch list. If, after considering the objections to the provisions of the

preliminary certificate, Engineer concludes that the Work is not substantially complete, Engineer will, within 14 days after submission of the preliminary certificate to Owner, notify Contractor in writing that the Work is not substantially complete, stating the reasons therefor. If Owner does not object to the provisions of the certificate, or if despite consideration of Owner’s objections Engineer concludes that the Work is substantially complete, then Engineer will, within said 14 days, execute and deliver to Owner and Contractor a final certificate of Substantial Completion (with a revised punch list of items to be completed or corrected) reflecting such changes from the preliminary certificate as Engineer believes justified after consideration of any objections from Owner.
At the time of receipt of the preliminary certificate of Substantial Completion, Owner and Contractor will confer regarding Owner’s use or occupancy of the Work following Substantial Completion, review the builder’s risk insurance policy with respect to the end of the builder’s risk coverage, and confirm the transition to coverage of the Work under a permanent property insurance policy held by Owner. Unless Owner and Contractor agree otherwise in writing, Owner shall bear responsibility for security, operation, protection of the Work, property insurance, maintenance, heat, and utilities upon Owner’s use or occupancy of the Work.
After Substantial Completion the Contractor shall promptly begin work on the punch list of items to be completed or corrected prior to final payment. In appropriate cases Contractor may submit monthly Applications for Payment for completed punch list items, following the progress payment procedures set forth above.
Owner shall have the right to exclude Contractor from the Site after the date of Substantial Completion subject to allowing Contractor reasonable access to remove its property and complete or correct items on the punch list.
To the extent this paragraph 15.03 is inconsistent in any way with Florida’s Local Government Prompt Payment Act, sections 218.70 – 218.80, Florida Statutes, such Act shall control, and this Contract shall be construed to allow for the maximum amount of time allowable under the Act in order to review any punch lists and make payment.
Partial Use or Occupancy
Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by Owner for its intended purpose without significant interference with Contractor’s performance of the remainder of the Work, subject to the following conditions:
At any time Owner may request in writing that Contractor permit Owner to use or occupy any such part of the Work that Owner believes to be substantially complete. If and when Contractor agrees that such part of the Work is substantially complete, Contractor, Owner, and Engineer will follow the procedures of Paragraph 15.03.A through E for that part of the Work.
At any time Contractor may notify Owner and Engineer in writing that Contractor considers any such part of the Work substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work.

Within a reasonable time after either such request, Owner, Contractor, and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be substantially complete, Engineer will notify Owner and Contractor in writing giving the reasons therefor. If Engineer considers that part of the Work to be substantially complete, the provisions of Paragraph 15.03 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto.
No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Paragraph 6.05 regarding builder’s risk or other property insurance.
Final Inspection
Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete, Engineer will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work, or agreed portion thereof, is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies.
Final Payment
Application for Payment:
After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance, certificates of inspection, annotated record documents (as provided in Paragraph 7.11), and other documents, Contractor may make application for final payment.
The final Application for Payment shall be accompanied (except as previously delivered) by:
all documentation called for in the Contract Documents;
consent of the surety, if any, to final payment;
satisfactory evidence that all title issues have been resolved such that title to all Work, materials, and equipment has passed to Owner free and clear of any Liens or other title defects, or will so pass upon final payment.
a list of all disputes that Contractor believes are unsettled; and
complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights arising out of the Work, and of Liens filed in connection with the Work.
In lieu of the releases or waivers of Liens specified in Paragraph 15.06.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (a) the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (b) all payrolls, material and equipment bills, and other indebtedness connected with the Work for which Owner might in any way be responsible, or which might in any way result in liens or other burdens on Owner's property, have been paid or otherwise satisfied. If any Subcontractor or

Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any Lien, or Owner at its option may issue joint checks payable to Contractor and specified Subcontractors and Suppliers.
Engineer’s Review of Application and Acceptance:
If, on the basis of Engineer’s observation of the Work during construction and final inspection, and Engineer’s review of the final Application for Payment and accompanying documentation as required by the Contract Documents, Engineer is satisfied that the Work has been completed and Contractor’s other obligations under the Contract have been fulfilled, Engineer will, within ten days after receipt of the final Application for Payment, indicate in writing Engineer’s recommendation of final payment and present the Application for Payment to Owner for payment. Such recommendation shall account for any set-offs against payment that are necessary in Engineer’s opinion to protect Owner from loss for the reasons stated above with respect to progress payments. At the same time Engineer will also give written notice to Owner and Contractor that the Work is acceptable, subject to the provisions of Paragraph
15.07. Otherwise, Engineer will return the Application for Payment to Contractor, indicating in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment.
Completion of Work: The Work is complete (subject to surviving obligations) when it is ready
for final payment as established by the Engineer’s written recommendation of final payment.
Payment Becomes Due: Thirty days after the presentation to Owner of the final Application for Payment and accompanying documentation, the amount recommended by Engineer (less any further sum Owner is entitled to set off against Engineer’s recommendation, including but not limited to set-offs for liquidated damages and set-offs allowed under the provisions above with respect to progress payments) will become due and shall be paid by Owner to Contractor.
Waiver of Claims
The making of final payment will not constitute a waiver by Owner of claims or rights against Contractor. Owner expressly reserves claims and rights arising from unsettled Liens, from defective Work appearing after final inspection pursuant to Paragraph 15.05, from Contractor’s failure to comply with the Contract Documents or the terms of any special guarantees specified therein, from outstanding Claims by Owner, or from Contractor’s continuing obligations under the Contract Documents.
The acceptance of final payment by Contractor will constitute a waiver by Contractor of all claims and rights against Owner other than those pending matters that have been duly submitted or appealed under the provisions of Article 17.
Correction Period
If within one two years after the date of Substantial Completion (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents, or by any specific provision of the Contract Documents), any Work is found to be defective, or if the repair of any damages to the Site, adjacent areas that

Contractor has arranged to use through construction easements or otherwise, and other adjacent areas used by Contractor as permitted by Laws and Regulations, is found to be defective, then Contractor shall promptly, without cost to Owner and in accordance with Owner’s written instructions:
correct the defective repairs to the Site or such other adjacent areas;
correct such defective Work;
if the defective Work has been rejected by Owner, remove it from the Project and replace it with Work that is not defective, and
satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others, or to other land or areas resulting therefrom.
If Contractor does not promptly comply with the terms of Owner’s written instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others).
In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications.
Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this paragraph, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed.
Contractor’s obligations under this paragraph are in addition to all other obligations and warranties. The provisions of this paragraph shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose.

ARTICLE 16 – SUSPENSION OF WORK AND TERMINATION

Owner May Suspend Work
At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 90 consecutive days by written notice to Contractor and Engineer. Such notice will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. Contractor shall be entitled to an adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension. Any Change Proposal seeking such adjustments shall be submitted no later than 30 days after the date fixed for resumption of Work.

Owner May Terminate for Cause
The occurrence of any one or more of the following events will constitute a default by Contractor and justify termination for cause:
Contractor’s persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the Progress Schedule);
Failure of Contractor to perform or otherwise to comply with a material term of the Contract Documents;
Contractor’s disregard of Laws or Regulations of any public body having jurisdiction; or
Contractor’s repeated disregard of the authority of Owner or Engineer.
If one or more of the events identified in Paragraph 16.02.A occurs, then after giving Contractor (and any surety) ten days written notice that Owner is considering a declaration that Contractor is in default and termination of the contract, Owner may proceed to:
declare Contractor to be in default, and give Contractor (and any surety) notice that the Contract is terminated; and
enforce the rights available to Owner under any applicable performance bond.
Subject to the terms and operation of any applicable performance bond, if Owner has terminated the Contract for cause, Owner may exclude Contractor from the Site, take possession of the Work, incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere, and complete the Work as Owner may deem expedient.
Owner may not proceed with termination of the Contract under Paragraph 16.02.B if Contractor within seven days of receipt of notice of intent to terminate begins to correct its failure to perform and proceeds diligently to cure such failure.
If Owner proceeds as provided in Paragraph 16.02.B, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds the cost to complete the Work, including all related claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals) sustained by Owner, such excess will be paid to Contractor. If the cost to complete the Work including such related claims, costs, losses, and damages exceeds such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses, and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this paragraph, Owner shall not be required to obtain the lowest price for the Work performed.
Where Contractor’s services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereafter accrue, or any rights or remedies of Owner against Contractor or any surety under any payment bond or performance bond. Any retention or payment of money due Contractor by Owner will not release Contractor from liability.

If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 6.01.A, the provisions of that bond shall govern over any inconsistent provisions of Paragraphs 16.02.B and 16.02.D.
Owner May Terminate For Convenience
Upon seven days written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract.
In such case, Owner will pay to Contractor all amounts due and not previously paid to Contractor for Work completed in accordance with the Contract prior to such notice, as well as the cost of reasonably protecting Work in place, and for Work thereafter completed as specified in such notice, as well as release and payment to Contractor of all retainage held by Owner related to the portion of the Work completed. No payments will be made for any potential costs of settling or paying claims arising out of termination of the Work under subcontracts, equipment leases, orders or other related arrangements. Contractor shall not be paid on account of loss of anticipated overhead, profits, or revenue, or other economic loss, or any other consequential damages of any kind, arising out of or resulting from such termination.
Upon any such termination, Contractor shall:
Immediately discontinue Work on the date and to the extent specified in the notice except to the extent necessary to protect Work in place;
Place no further orders for materials, services, or facilities, other than as may be necessary or required for completion of such portion of Work under the Contract that is not terminated;
Promptly make every reasonable effort to obtain cancellation upon terms reasonably satisfactory to District of all purchase orders and Subcontracts to the extent they relate to the performance of Work terminated or assign to District those orders and Subcontracts and revoke agreements specified in such notice;
Reasonably assist District, as specifically requested in writing, in the maintenance, protection and disposition of property acquired by District under the Contract, as may be necessary;
Complete performance of any Work which is not terminated; and
Deliver to District an affidavit regarding the identity of unpaid potential lienors and the amounts due to each.
Contractor May Stop Work or Terminate
If, through no act or fault of Contractor, (1) the Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority, or (2) Engineer fails to act on any Application for Payment within 30 days after it is submitted, or
Owner fails for 30 days to pay Contractor any sum finally determined to be due, then Contractor may, upon seven days written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspension or failure within that time, terminate the contract and recover from Owner payment on the same terms as provided in Paragraph 16.03.

In lieu of terminating the Contract and without prejudice to any other right or remedy, if Engineer has failed to act on an Application for Payment within 30 days after it is submitted, or Owner has failed for 30 days to pay Contractor any sum finally determined to be due, Contractor may, seven days after written notice to Owner and Engineer, stop the Work until payment is made of all such amounts due Contractor, including interest thereon. The provisions of this paragraph are not intended to preclude Contractor from submitting a Change Proposal for an adjustment in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to Contractor’s stopping the Work as permitted by this paragraph.

ARTICLE 17 – FINAL RESOLUTION OF DISPUTES

Methods and Procedures
Disputes Subject to Final Resolution: The following disputed matters are subject to final resolution under the provisions of this Article:
A timely appeal of an approval in part and denial in part of a Claim, or of a denial in full; and
Disputes between Owner and Contractor concerning the Work or obligations under the Contract Documents, and arising after final payment has been made.
Final Resolution of Disputes: For any dispute subject to resolution under this Article, Owner or Contractor may:
elect in writing to invoke the dispute resolution process provided for in the Supplementary Conditions; or
agree with the other party to submit the dispute to another dispute resolution process; or
if no dispute resolution process is provided for in the Supplementary Conditions or mutually agreed to, give written notice to the other party of the intent to submit the dispute to a court of competent jurisdiction.
In the event Owner or Contractor is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover from the other party all fees and costs incurred, including reasonable attorney’s fees and costs.

ARTICLE 18 – MISCELLANEOUS

Giving Notice
Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if:
delivered in person, by a commercial courier service or otherwise, to the individual or to a member of the firm or to an officer of the corporation for which it is intended; or
delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the sender of the notice.

Computation of Times
When any period of time is referred to in the Contract by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation.
Cumulative Remedies
The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract. The provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply.
Limitation of Damages
With respect to any and all Change Proposals, Claims, disputes subject to final resolution, and other matters at issue, neither Owner nor Engineer, nor any of their supervisors, staff, officers, directors, members, partners, employees, agents, consultants, or subcontractors, shall be liable to Contractor for any claims, costs, losses, or damages sustained by Contractor on or in connection with any other project or anticipated project.
No Waiver
A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Contract.
Survival of Obligations
All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor.
Controlling Law
This Contract is to be governed by the law of the state in which the Project is located.
Headings
Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions.
Sovereign Immunity
Contractor and Owner agree that nothing in this Contract shall be deemed as a waiver of the Owner’s sovereign immunity or the Owner’s limits of liability as set forth in Section 768.28, Florida Statutes or other statute or law, and nothing in this Contract shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under such limitations of liability or by operation of law.
Public Records

Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be considered public records in accordance with Chapter 119, Florida Statutes, and other Florida law.
Construction Defects
Pursuant to Section 558.005, Florida Statutes, any claims for Construction Defects are NOT subject to the Notice and Cure Provisions of Chapter 558, Florida Statutes.

SUPPLEMENTARY CONDITIONS RELATING TO
INSURANCE REQUIREMENTS, SUBSURFACE CONDITIONS, AND HAZARDOUS CONDITIONS WELAUNEE BLVD, SEGMENT 3B
The following supplements establish insurance limits and other requirements relating to Article 6 of
the Standard General Conditions of the Construction Contract, EJCDC Document No. C-700 (Rev. 1), 2013 Edition (the “General Conditions”), as well as identify certain reports relating to subsurface conditions and hazardous conditions at the site, which reports relate to Article 5 of the General Conditions. Other changes have been marked directly in underlined and strike-through on the Standard Form of Agreement and the General Conditions. The terms used in these Supplementary Conditions have the meanings stated in the General Conditions. Additional terms used in these Supplementary Conditions have the meanings stated below, which are applicable to both the singular and plural thereof.

SC-5.03 SUBSURFACE AND PHYSICAL CONDITIONS

Pursuant to Paragraph 5.03.A. of the General Conditions, the following reports of explorations and tests of subsurface conditions at or contiguous to the Site are known to Owner and were used by Engineer in the preparation of the Contract Drawings and Specifications:

Reports of geotechnical exploration, on-site within close proximity of the project area, prepared by Ardaman & Associates dated 02-02-2016, and also dated 05-14-2019.

Pursuant to Paragraph 5.03.A. of the General Conditions, the following drawings of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities) are known to Owner and were used by Engineer in the preparation of the Contract Drawings and Specifications:

No drawings related to physical conditions and subsurface structures at the site are known to the owner.

SC-5.06 HAZARDOUS ENVIRONMENTAL CONDITIONS AT SITE

Paragraphs 5.06.A and 5.06.B. are hereby deleted, and the following new paragraph is added:

No reports or drawings related to Hazardous Environmental Conditions at the Site are known to Owner.

ARTICLE 6 – BONDS AND INSURANCE

6.03	Contractor’s Liability Insurance

Add the following new paragraphs after Paragraph 6.03.J. of the General Conditions:

The limits of liability for the insurance required by this paragraph 6.03 shall provide coverage for not less than the following amounts:

Workers’ Compensation under Paragraph 6.03.A. of the General Conditions:
State Worker’s Compensation – Greater of statutorily required amount or $1,000,000 per occurrence / $1,000,000 aggregate /
$1,000,000 per disease
Applicable Federal (e.g., United States Longshoreman and Harbor Workers’ Compensation Act, Jones Act, etc.) – Greater of statutorily required amount or $1,000,000
Employer’s Liability – $1,000,000

Commercial General Liability Insurance under Paragraph 6.03.B. of the General Conditions:
Bodily Injury, Sickness, Disease or Death, and Property Damage, per Occurrence - $1,000,000
Bodily Injury, Sickness, Disease or Death, and Property Damage,
Aggregate - $5,000,000
Products-Completed Operations – $2,000,000
Personal and Advertising Injury – $1,000,000
Property Damage liability insurance will provide Explosion, Collapse, and Under-ground coverages where applicable.

Automobile Liability under paragraph 6.03.D. of the General Conditions:
Bodily Injury:
Each Person	$1,000,000
Each Accident	$1,000,000 Property Damage:
Each Occurrence	$1,000,000

Pollution Insurance (covering third-party injury and property damage claims, including clean-up costs)	$1,000,000

Contractual Liability coverage required by paragraph 6.03.C. of the General Conditions:
General Aggregate	$5,000,000
Bodily Injury and Property Damage
Combined Each Occurrence	$2,000,000

Umbrella Insurance (above the Commercial Liability, Automobile Liability, Employers Liability, Pollution Insurance, Protection and Indemnity Insurance and Contractual Liability Insurance listed herein)
General Aggregate (Per Project)	$5,000,000
Each Occurrence	$5,000,000

The Contractor’s commercial general liability, contractual liability, automobile liability, umbrella, and pollution liability policies shall include and list as additional insureds the following: Owner its respective supervisors, officers, directors, professional staff, consultants, agents, subcontractors and employees, as well as the City of Tallahassee and Blueprint Intergovernmental Agency.

Such insurance as listed above is in addition to all other insurance required under the Contract.

In the event of a conflict between this Agreement and the Addendum to Standard Agreement Regarding Insurance Requirements, this Agreement shall control to the extent necessary to resolve such conflict.

SECTION X

SECTION C

SECTION 1

Canopy
Community Development District
Summary of Operating  Checks

January 1, 2022 to January 31, 2022

Bank	Date	Check No.'s	Amount

General Fund	1/6/22	260-262	$	114,202.93	
	1/11/22	263-269	  $	19,831.68 	
		Subtotal	$	134,034.61	

Capital Reserve Fund	$	-

Subtotal   $	-

Capital Projects Fund		
	1/3/22	48	$	412,066.37	
	1/4/22	49	$	233,702.56	
	1/5/22	50-51	$	274,343.81	
	1/6/22	52	$	135,114.79	
	1/11/22	53	  $	300,212.20 	
Subtotal   $	1,355,439.73

$	1,489,474.34

SECTION 2

Canopy
Community Development District
Unaudited Financial Reporting January 31, 2022

TABLE OF CONTENTS

1 								Balance Sheet  2-3 				General Fund Statement  4 	Debt Service Statement Series 2018 A1 & A2   5 		Debt Service Statement Series 2018 A3   6 		Debt Service Statement Series 2018 A4   7 					Capital Projects Fund  8-9 							Month to Month  10 						Long Term Debt  11 			Assessment Receipts Schedule 

Canopy
Community Development District
Balance Sheet January 31, 2022
Governmental Fund Types

Totals
General Fund	Debt Service	Capital Projects	 (memorandum only) 
Assets
Cash		
Operating	$62,540	----	----	$62,540	
Capital Projects	----	----	$1,624	$1,624	
Welaunee	----	----	$50,551	$50,551	
Assessment Receivable	----	----	----	$0	
Due from Developer	----	----	----	$0	
Due from General Fund	----	$655	----	$655	
Due from Other
Investments:
Series 2018 A1 & A2:
Reserve A1	----

----	----

$82,146	----

----	$0

$82,146	
Revenue A1	----	$42,781	----	$42,781	
Revenue A2	----	$2,614	----	$2,614	
Interest A2	----	$0	----	$0	
Prepayment A2	----	$226,187	----	$226,187	
Acquisition & Construction	----	----	$9	$9	
Series 2018 A3:
Reserve	
----	
$104,688	
----	
$104,688	
Revenue	----	$13,471	----	$13,471	
Acquisition & Construction	----	----	$10,412	$10,412	
Series 2018 A4:
Reserve	
----	
$32,714	
----	
$32,714	
Revenue	----	$87,802	----	$87,802	
Acquisition & Construction	----	----	$3,562	$3,562	
Prepaid Expenses	$655	----	----	$655	
Total Assets	$63,195	$593,058	$66,158	$722,411	
Liabilities
Accounts Payable	

$5,769	

----	

$317,009	

$322,778	
Retainage Payable	$0	----	$464,643	$464,643	
Due to Debt Service	$655	----	----	$655	
Due to Developer/CDD	----	----	$6,853,395	$6,853,395	
Fund Equity					
Fund Balances Unassigned	
$56,116	
----	
----	
$56,116	
Nonspendable- Prepaid	$655	----	----	$655	
Restricted for Capital Projects	----	----	($7,568,889)	($7,568,889)	
Restricted for Debt Service	----	$593,058	----	$593,058	
Total Liabilities, Fund Equity, Other	$63,195	$593,058	$66,158	$722,411	

Revenues		
Maintenance Assessments- Tax Roll	$	114,039	$	111,138	$	111,138	$	-	
Maintenance Assessments- Direct Bills	$	136,292	$	45,431	$	45,431	$	0	
Developer Contributions	$	342,545	$	114,182	$	-	$	(114,182)	
Miscellaneous Income (Rentals)	$	1,000	$	333	$	-	$	(333)	
Total Revenue	$	593,875	$	271,084	$	156,569	$	(114,515)	

Expenditures					
Administrative
Engineering	
$	12,000	
$	4,000	
$	355	
$	3,645	
Arbitrage	$	450	$	150	$	450	$	(300)	
Assessment Roll	$	2,500	$	2,500	$	2,500	$	-	
Dissemination	$	8,000	$	2,667	$	3,417	$	(750)	
Attorney	$	35,000	$	11,667	$	13,479	$	(1,812)	
Annual Audit	$	5,000	$	1,667	$	-	$	1,667	
Trustee Fees	$	10,000	$	10,000	$	9,209	$	791	
Management Fees	$	36,750	$	12,250	$	12,250	$	-	
Information Technology	$	3,700	$	1,233	$	1,233	$	0	
Travel	$	50	$	17	$	-	$	17	
Telephone	$	250	$	83	$	-	$	83	
Postage	$	500	$	167	$	112	$	54	
Printing & Binding	$	1,500	$	500	$	-	$	500	
Insurance-Liability	$	6,000	$	6,000	$	5,570	$	430	
Legal Advertising	$	2,500	$	833	$	2,115	$	(1,282)	
Other Current Charges	$	3,000	$	1,000	$	275	$	725	
Office Supplies	$	500	$	167	$	-	$	167	
Dues, License, & Subscriptions	$	175	$	175	$	175	$	-	
Administration Subtotal	$	127,875	$	55,075	$	51,140	$	3,935	

Common Area Maintenance:					
Field Services	$	12,000	$	4,000	$	-	$	4,000	
Porter Services	$	6,000	$	2,000	$	-	$	2,000	
Landscape Maintenance	$	85,000	$	28,333	$	29,550	$	(1,217)	
Landscape Contingency	$	10,600	$	9,100	$	9,100	$	-	
Plant Replacement	$	7,500	$	2,500	$	-	$	2,500	
Irrigation - Repairs	$	5,000	$	1,667	$	-	$	1,667	
Irrigation - Water	$	10,000	$	3,333	$	-	$	3,333	
Irrigation - Electric	$	2,500	$	833	$	-	$	833	
Wetland Mitigation and Monitoring	$	10,050	$	3,350	$	-	$	3,350	
Lake Maintenance	$	7,500	$	2,500	$	-	$	2,500	
Dove Pond Dam Surety Bond	$	10,000	$	3,333	$	-	$	3,333	
Repairs and Maintenance	$	12,500	$	4,167	$	-	$	4,167	
Operating Supplies	$	1,250	$	417	$	-	$	417	
Total Common Area Maintenance	$	179,900	$	65,533	$	38,650	$	26,883	

Amenity Center:
Amenity Management Staffing	
$	35,000	
$	11,667	
$	-	
$	11,667	
Janitorial	$	15,000	$	5,000	$	750	$	4,250	
Landscape Maintenance	$	24,000	$	8,000	$	-	$	8,000	
Pool Maintenance	$	30,000	$	10,000	$	-	$	10,000	
Pool Chemicals	$	7,500	$	2,500	$	-	$	2,500	
Pool Permits	$	750	$	250	$	-	$	250	
Pool - Electric	$	15,000	$	5,000	$	-	$	5,000	
Pool - Water	$	1,000	$	333	$	-	$	333	
Water/Sewer	$	5,000	$	1,667	$	-	$	1,667	
Gas	$	500	$	167	$	-	$	167	
Trash	$	2,400	$	800	$	-	$	800	
Pest Control	$	1,200	$	400	$	-	$	400	
Termite Bond	$	750	$	250	$	-	$	250	
Insurance - Property	$	25,000	$	9,617	$	9,617	$	-	
Cable/Internet	$	7,500	$	2,500	$	-	$	2,500	
Access Cards	$	2,500	$	833	$	-	$	833	
Activities	$	15,000	$	5,000	$	-	$	5,000	
Security/Alarms/Repair	$	15,000	$	5,000	$	180	$	4,820	
Repairs and Maintenance	$	20,000	$	6,667	$	-	$	6,667	
Office Supplies	$	2,000	$	667	$	-	$	667	
Holiday Decorations	$	5,000	$	1,667	$	-	$	1,667	
Total Amenity Center	$	230,100	$	77,983	$	10,547	$	67,437	

Other
Contingency	

$	17,000	

$	-	

$	-	

$	-	
Capital Reserve	$	39,000	$	-	$	-	$	-	
Total Other	$	56,000	$	-	$	-	$	-	
					
Total Expenditures	$	593,875	$	198,592	$	100,337	$	98,255	
					
Excess Revenues/ (Expenditures)	$	0		$	56,232		

$	-	$	539

Beginning Fund Balance

$

0

$

56,771

Ending Fund Balance

Debt Service Fund Series 2018 A-1 & A-2 Statement of Revenues & Expenditures For the Period Ending January 31, 2022

	Adopted
Budget	Prorated Budget
1/31/22	Actual
1/31/22	
Variance	
Revenues					
Special Assessments- Tax Roll	$	36,758	$	35,823	$	35,823	$	-	
Special Assessments- Direct A1	$	127,500	$	-	$	-	$	-	
Special Assessments- Direct A2	$	315,840	$	2,612	$	2,612	$	-	
Special Assessments- Prepayments	$	-	$	-	$	225,608	$	225,608	
Interest Income	$	500	$	167	$	8	$	(159)	
Total Revenues	$	480,598	$	38,602	$	264,051	$ 225,449	

Expenditures

Interfund Transfer Out	$	-	$	-	

$	3	

$	(3)	
Series 2018A-1 Interest-11/1	
$	66,071	
$	66,071	
$	66,071	
$	-	
Interest-5/1	$	30,000	$	-	$	-	$	-	
Principal-5/1	$	66,071	$	-	$	-	$	-	
Series 2018A-2 Interest-11/1	
$	128,843	
$	128,843	
$	128,843	
$	-	

Special Call 11/1/21 Interest-5/1 Principal-5/1

$	-	$
$	128,843	$
$	60,000	$

-	$	55,000
-	$	-
-	$	-

$	(55,000)
$	-
$	-

Total Expenditures	$	479,828	$	194,914	$	249,917	$	(55,003)	
					
Excess Revenues/(Expenditures)	$	771		$	14,135		
					
Beginning Fund Balance	$	227,333		$	339,803		
					
Ending Fund Balance	$	228,103		$	353,938		
		
Due from General	
$	210		
		Reserve A1	$	82,146		
		Revenue A1	$	42,781		
		Revenue A2 Interest A2
Prepayment A2	$	2,614
$	-
   $	226,187 		
		Total	   $	353,938 		

	Adopted
Budget	Prorated Budget
1/31/22	Actual
1/31/22	
Variance	
Revenues					
Special Assessments- Tax Roll	$	12,555	$	12,236	$	12,236	$	-	
Special Assessments- Direct Bills	$	201,820	$	-	$	-	$	-	
Interest Income	$	100	$	33	$	4	$	(29)	
Total Revenues	$	214,475	$	12,269	$	12,240	$	(29)	

Expenditures					
Interfund Transfer Out	$	100	$	33	$	4	$	30	
Series 2018A-3 Interest-11/1	
$	85,469	
$	85,469	
$	85,469	
$	-	
Interest-5/1	$	35,000	$	-	$	-	$	-	
Principal-5/1	$	85,469	$	-	$	-	$	-	
Total Expenditures	$	206,038	$	85,502	$	85,472	$	30	
					
Excess Revenues/(Expenditures)	$	8,438		$	(73,232)		
					
Beginning Fund Balance	$	85,617		$	191,462		
					
Ending Fund Balance	$	94,055		$	118,230		

Due from General	$ Reserve	$

72
104,688

Revenue
Total

   $	13,471 
   $	118,230 

	Adopted
Budget	Prorated Budget
1/31/22	Actual
1/31/22	
Variance	
Revenues					
Special Assessments- Tax Roll	$	65,612	$	63,943	$	63,943	$	-	
Interest Income	$	250	$	83	$	2	$	(81)	
Total Revenues	$	65,862	$	64,026	$	63,945	$	(81)	

Expenditures					
Interfund Transfer Out	$	-	$	-	$	1	$	(1)	
Series 2018A-4 Interest-11/1	
$	23,773	
$	23,773	
$	23,773	
$	-	
Interest-5/1	$	15,000	$	-	$	-	$	-	
Principal-5/1	$	23,773	$	-	$	-	$	-	
Total Expenditures	$	62,545	$	23,773	$	23,774	$	(1)	
					
Excess Revenues/(Expenditures)	$	3,317		$	40,171		
					
Beginning Fund Balance	$	48,007		$	80,719		
					
Ending Fund Balance	$	51,323		$	120,890		
		
Due from General	
$	374		
		Reserve	$	32,714		
		Revenue	   $	87,802 		
		Total	   $	120,890 		

Canopy
Community Development District
Capital Projects Fund Statement of Revenues & Expenditures For the Period Ending January 31, 2022

	Series
2018 A-1 & A-2		Series
2018 A-3		Series
2018 A-4		Capital
Projects		
Welaunee	
Revenues										
Interest Income	$0		$3		$0		$0		$0	
Developer Contributions	$0		$0		$0		$5,111		$0	
Interfund Transfer In	$3		$4		$1		$0		$0	
Total Revenues	$3		$6		$1		$5,111		$0	

Expenditures										
Capital Outlay- Construction	$0		$0		$0		$0		$0	
Capital Outlay- General	$0		$0		$0		$1,368,594		$0	
Professional	$0		$0		$0		$5,075		$0	
Miscellaneous	$0		$0		$0		$199		$166	
Total Expenditures	$0		$0		$0		$1,373,868		$166	

Other Sources/(Uses)										
Transfer In/Out	$0		$0		$0		$0		$0	
Total Other Sources/ (Uses)	$0		$0		$0		$0		$0	
										
Excess Revenues/(Expenditures)	$3		$6		$1		($1,368,757)		($166)	
										
Beginning Fund Balance	($242,678)		$10,406		$3,561		($3,019,534)		($2,951,730)	
										
Ending Fund Balance	($242,675)		$10,412		$3,562		($4,388,291)		($2,951,896)	

October	November	December	January	February	March	April	May	June	July	August	September	Total

Revenues		
Maintenance Assessments- Tax Roll	$	-	$ 18,254	$	92,235	$	650	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$ 111,138	
Maintenance Assessments- Direct Bills	$ 11,358	$ 11,358	$	11,358	$ 11,358	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	45,431	
Developer Contributions	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
Miscellaneous Income (Rentals)	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
Total Revenue	$ 11,358	$ 29,611	$ 103,592	$ 12,008	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$ 156,569	

Expenditures						
Administrative 
Engineering	
$	355	
$	-	
$	-	
$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	355	
Arbitrage	$	-	$	450	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	450	
Assessment Roll	$	2,500	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	2,500	
Dissemination	$	917	$	667	$	1,167	$	667	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	3,417	
Attorney	$	4,574	$	3,459	$	3,776	$ 1,671	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	13,479	
Annual Audit	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
Trustee Fees	$	759	$	8,450	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	9,209	
Management Fees	$	3,063	$	3,063	$	3,063	$ 3,063	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	12,250	
Information Technology	$	308	$	308	$	308	$	308	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	1,233	
Travel	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
Telephone	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
Postage	$	-	$	-	$	112	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	112	
Printing & Binding	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
Insurance-Liability	$	5,570	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	5,570	
Legal Advertising	$	-	$	2,115	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	2,115	
Other Current Charges	$	51	$	119	$	43	$	62	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	275	
Office Supplies	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
Dues, License, & Subscriptions	$	175	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	175	
Administration Subtotal	$ 18,270	$ 18,630	$	8,469	$ 5,771	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	51,140	

October

November

December

January

February

Excess Revenues/ (Expenditures)

-	$	-

Common Area Maintenance
Field Services	
$	-	
$	-	
$	-	$	
Porter Services	$	-	$	-	$	-	$	
Landscape Maintenance	$	-	$	9,850	$	9,850 $ 9,8	
Landscape Contingency	$	-	$	-	$	9,100 $	
Plant Replacement	$	-	$	-	$	-	$	
Irrigation - Repairs	$	-	$	-	$	-	$	
Irrigation - Water	$	-	$	-	$	-	$	
Irrigation - Electric	$	-	$	-	$	-	$	
Wetland Mitigation and Monitoring	$	-	$	-	$	-	$	
Lake Maintenance	$	-	$	-	$	-	$	
Dove Pond Dam Surety Bond	$	-	$	-	$	-	$	
Repairs and Maintenance	$	-	$	-	$	-	$	
Operating Supplies	$	-	$	-	$	-	$	
Total Common Area Maintenance	$	-	$	9,850	$	18,950 $ 9,8	

Amenity Center:
Amenity Management Staffing	

$	-	

$	-	

$	-	$	
Janitorial	$	-	$	-	$	750 $	
Landscape Maintenance	$	-	$	-	$	-	$	
Pool Maintenance	$	-	$	-	$	-	$	
Pool Chemicals	$	-	$	-	$	-	$	
Pool Permits	$	-	$	-	$	-	$	
Pool - Electric	$	-	$	-	$	-	$	
Pool - Water	$	-	$	-	$	-	$	
Water/Sewer	$	-	$	-	$	-	$	
Gas	$	-	$	-	$	-	$	
Trash	$	-	$	-	$	-	$	
Pest Control	$	-	$	-	$	-	$	
Termite Bond	$	-	$	-	$	-	$	
Insurance - Property	$	9,617	$	-	$	-	$	
Cable/Internet	$	-	$	-	$	-	$	
Access Cards	$	-	$	-	$	-	$	
Activities	$	-	$	-	$	-	$	
Security/Alarms/Repair	$	-	$	-	$	-	$	1	
Repairs and Maintenance	$	-	$	-	$	-	$	
Office Supplies	$	-	$	-	$	-	$	
Holiday Decorations	$	-	$	-	$	-	$	
Total Amenity Center	$	9,617	$	-	$	750    $	1	

Other
Contingency	

$	-	

$	-	

$	-	$	
Capital Reserve	$	-	$	-	$	-	$	
Total Other	$	-	$	-	$	-	$	
				
Total Expenditures	$ 27,887	$ 28,480	$	28,169 $ 15,8	

March

$	-
$	-	April

$	-
$	-	May

$	-
$	-	June

$	-
$	-	July

$	-
$	-	August	September	Total

$	-	$	-	$	-
$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	29,550	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	9,100	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	38,650	

$	-	

$	-	

$	-	

$	-	

$	-	

$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	750	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	9,617	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	180	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	10,547	

$	-	

$	-	

$	-	

$	-	

$	-	

$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	
						
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$ 100,337	

-	$	-
50    $	-
-	$	-
-	$	-
-	$	-
-	$	-
-	$	-
-	$	-
-	$	-
-	$	-
-	$	-
-	$	-

50    $	-

-	$	-
-	$	-
-	$	-
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-	$	-
-	$	-
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-	$	-
80    $	-
-	$	-
-	$	-
-	$	-

80    $	-

-	$	-
-	$	-

-	$	-

$  (16,529)   $	1,131    $	75,424    $   (3,793)   $	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	56,232

01    $	-

Canopy
Community Development District Long Term Debt Report

SERIES 2018A-1, SPECIAL ASSESSMENT REVENUE BONDS	
INTEREST RATE:	6.000%, 6.150%	
MATURITY DATE:	5/1/2049	
RESERVE FUND DEFINITION	50% OF MAXIMUM ANNUAL DEBT SERVICE	
RESERVE FUND REQUIREMENT	$82,146	
RESERVE FUND BALANCE	$82,146	
BONDS OUTSTANDING - 11/08/18	$2,225,000	
LESS: PRINCIPAL PAYMENT - 05/01/20	($25,000)	
LESS: PRINCIPAL PAYMENT - 05/01/21	($30,000)	
CURRENT BONDS OUTSTANDING	$2,170,000	

SERIES 2018A-2, SPECIAL ASSESSMENT REVENUE BONDS	
	6.150%	
INTEREST RATE:	5/1/2049	
MATURITY DATE:	NOT SECURED - N/A	
RESERVE FUND DEFINITION	$0	
RESERVE FUND REQUIREMENT	$0	
RESERVE FUND BALANCE	$0	
BONDS OUTSTANDING - 11/08/18	$5,480,000	
LESS: SPECIAL CALL - 05/01/19	($110,000)	
LESS: SPECIAL CALL - 08/01/19	($305,000)	
LESS: SPECIAL CALL - 11/01/19	($405,000)	
LESS: SPECIAL CALL - 02/01/20	($60,000)	
LESS: SPECIAL CALL - 05/01/20	($10,000)	
LESS: SPECIAL CALL - 08/01/20	($75,000)	
LESS: SPECIAL CALL - 02/01/21	($30,000)	
LESS: SPECIAL CALL - 05/01/21	($30,000)	
LESS: SPECIAL CALL - 08/01/21	($265,000)	
LESS: SPECIAL CALL - 11/01/22	($55,000)	
CURRENT BONDS OUTSTANDING	$4,135,000	

SERIES 2018A-3, SPECIAL ASSESSMENT REVENUE BONDS	
INTEREST RATE:	6.250%	
MATURITY DATE:	5/1/2049	
RESERVE FUND DEFINITION	50% OF MAXIMUM ANNUAL DEBT SERVICE	
RESERVE FUND REQUIREMENT	$104,688	
RESERVE FUND BALANCE	$104,688	
BONDS OUTSTANDING - 11/08/18	$2,735,000	
CURRENT BONDS OUTSTANDING	$2,735,000	

SERIES 2018A-4, SPECIAL ASSESSMENT REVENUE BONDS	
INTEREST RATE:	5.000%, 5.150%	
MATURITY DATE:	5/1/2049	
RESERVE FUND DEFINITION	50% OF MAXIMUM ANNUAL DEBT SERVICE	
RESERVE FUND REQUIREMENT	$32,714	
RESERVE FUND BALANCE	$32,714	
BONDS OUTSTANDING - 11/08/18	$965,000	
LESS: PRINCIPAL PAYMENT - 05/01/20	($15,000)	
LESS: PRINCIPAL PAYMENT - 05/01/21	($15,000)	
CURRENT BONDS OUTSTANDING	$935,000	

SECTION 3

Canopy
COMMUNITY DEVELOPMENT DISTRICT
Special Assessment Receipts Fiscal Year 2022

Gross Assessments	$ 122,622.50	$ 39,525.00	$ 13,500.00	$ 70,550.00	$246,197.50	
Net Assessments
ON ROLL ASSESSMENTS	$ 114,038.93

49.81%	$ 36,758.25

16.05%	$ 12,555.00

5.48%	$ 65,611.50

28.66%	$228,963.68

100.00%	

Date	
Distribution	
Gross Amount	
Commissions	
Interest	
Net Receipts	
O&M Portion	2018A-1 Debt
Service Portion	2018A-3 Debt
Service Portion	2018A-4 Debt
Service Portion	
Total	

11/9/21	
ACH	
$3,469.72	
($104.09)	
$0.00	
$3,365.63	
$1,676.30	
$540.32	
$184.55	
$964.45	
$3,365.62	
11/24/21	ACH	$34,312.80	($1,029.38)	$0.00	$33,283.42	$16,577.33	$5,343.38	$1,825.06	$9,537.65	$33,283.42	
12/17/21	ACH	$162,243.76	($4,867.31)	$0.00	$157,376.45	$78,383.79	$25,265.51	$8,629.58	$45,097.57	$157,376.45	
12/30/21	ACH	$28,669.26	($860.08)	$0.00	$27,809.18	$13,850.80	$4,464.54	$1,524.89	$7,968.96	$27,809.19	
01/11/22	ACH				$1,305.04	$650.00	$209.51	$71.56	$373.97	$1,305.04	
TOTAL	$ 228,695.54 $ (6,860.86) $	-	$ 223,139.72	$ 111,138.22	$ 35,823.26	$ 12,235.64	$ 63,942.60	$223,139.72	

97%	Net Percent Collected

DIRECT BILL ASSESSMENTS

Ox Bottom Mortgage Holdings, LLC 2022-01	
Net Assessments	
$136,292.00	
$136,292.00	
Date
Received	Due
Date	Net
Assessed	Amount
Received	General
Fund	
9/30/21	10/1/21	$11,357.67	$11,357.67	$11,357.67	
11/4/21	11/1/21	$11,357.67	$11,357.67	$11,357.67	
12/7/21	12/1/21	$11,357.67	$11,357.67	$11,357.67	
1/4/22	1/1/22	$11,357.67	$11,357.67	$11,357.67	
1/21/22	2/1/22	$11,357.67	$11,357.67	$11,357.67	
	3/1/22	$11,357.67	$0.00	$0.00	
	4/1/22	$11,357.67	$0.00	$0.00	
	5/1/22	$11,357.67	$0.00	$0.00	
	6/1/22	$11,357.67	$0.00	$0.00	
	7/1/22	$11,357.67	$0.00	$0.00	
	8/1/22	$11,357.67	$0.00	$0.00	
	9/1/22	$11,357.67	$0.00	$0.00	
		$ 136,292.04	$	56,788.35	$	56,788.35	

Ox Bottom Mortgage Holdings, LLC 2022-02	
Net Assessments	
$127,550.00	
$127,550.00	
Date
Received	Due
Date	Net
Assessed	Amount
Received	Series 2018A-1
Debt Service Fund	
4/1/22
9/30/22	$63,775.00
$63,775.00	$0.00
$0.00	$0.00
$0.00	
	$ 127,550.00	$	-	$	-	

Ox Bottom Mortgage Holdings, LLC 2022-03	
Net Assessments	
$315,840.00	
$315,840.00	
Date
Received	Due
Date	Net
Assessed	Amount
Received	Series 2018A-2
Debt Service Fund	
4/1/22
9/30/22	$157,920.00
$157,920.00	$0.00
$0.00	$0.00
$0.00	
	$ 315,840.00	$	-	$	-	

Ox Bottom Mortgage Holdings, LLC 2022-04	
Net Assessments	
$201,820.00	
$201,820.00	
Date
Received	Due
Date	Net
Assessed	Amount
Received	Series 2018A-3
Debt Service Fund	
4/1/22
9/30/22	$100,910.00
$100,910.00	$0.00
$0.00	$0.00
$0.00	
	$ 201,820.00	$	-	$	-