GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1 CONTRACT DOCUMENTS

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1 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 1.1 DEFINITIONS ARTICLE 1 CONTRACT DOCUMENTS The Contract Documents consist of the Owner-Construction Manager Agreement, the Conditions of the Contract (General, Supplementary and other Conditions), the Drawings, the Specifications, and all Addenda issued prior to and all Modifications issued after execution of the Contract. A Modification is (1) a written agreement to the Contract signed by both parties, (2) a Change Order signed by both parties, (3) a written interpretation issued by the Architect pursuant to Subparagraph 2.2.8, or (4) a written order for a minor change in the Work issued by the Architect pursuant to Paragraph 12.4, providing it does not change the intent or scope of the project or result in a loss in the integrity of the facility for its intended use. Contract documents also include Bidding Documents such as the Advertisements or Invitation to Bid, the Instructions to Bidders, sample forms, the Construction Manager's Bid or portions of Addenda relating to any of these, or any other documents, unless specifically enumerated in the Owner-Construction Manager Agreement. A modification may be made only after execution of the contract. Contract Documents shall also include the following items to be provided by the Construction Manager and approved by the Owner prior to execution of the contract. The items listed in subparagraph , include the following: 1. A list of subcontractors and work to be performed by each. 2. A planning and progress schedule using the method indicated in subparagraph A schedule of values. 4. A schedule of Progress Payments (draws) The Contract Documents form the Contract for Construction. This Contract represents the entire and integrated agreement between the parties hereto and supersedes all prior negotiations, representations or agreements either written or oral, including the bidding documents. The contract may be amended or modified only by a Modification as defined in Subparagraph Nothing contained herein shall create any contractual relationship of any kind between the Architect and the Construction Manager, nor shall the Contract Documents create any contractual relationship between the Owner or the Architect and any subcontractor or sub- subcontractor. Furthermore, the Architect is neither a party, nor a third-party beneficiary of, the Contract Documents.

2 1.1.3 The term "Work" comprises the completed construction required by the Contract Documents and includes all labor necessary to produce such construction and all materials and equipment incorporated or to be incorporated in such construction The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part. 1.2 EXECUTION, CORRELATION AND INTENT The Owner-Construction Manager Agreement shall be executed in not less than triplicate by the Owner and Construction Manager. If either the Owner or the Construction Manager or both do not sign the Conditions of Contract, Drawings, Specifications, or any of the other Contract Documents, the Architect shall identify such documents By executing the Owner-Construction Manager Agreement, the Construction Manager represents that he has visited the site, familiarized himself with the local conditions under which the Work is to be performed and correlated his observations with the requirements of the Contract Documents Construction Manager also acknowledges he has familiarized himself with all pertinent local conditions including but not limited to the local labor market, utilities and other governmental regulations relating to the job site The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work. Contract Documents are complimentary, and what is required by any one shall be as binding as if required by all. Work not covered in the Contract documents will not be required unless it is consistent therewith and is reasonably inferable therefrom as being necessary to produce the intended results. Words and abbreviations which have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings The organization of the Specifications into divisions, sections and articles, and the arrangement of Drawings shall not control the Construction Manager in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. 1.3 OWNERSHIP, USE OF DOCUMENTS, AND COPIES FURNISHED Drawings, Specifications and any and all other documents and instruments prepared by the Architect shall, upon receipt and approval by the Owner, become and remain the property of the Owner whether the Project for which they are made is executed or not. Unless otherwise provided in the Contract Documents, the Construction Manager will be furnished, free of charge, up to a maximum of sixteen (16) copies of Drawings and Specifications for the execution of the Work. Additional sets as may be reasonably required will be furnished at cost of reproduction.

3 ARTICLE 2 ARCHITECT 2.1 DEFINITION The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Owner- Construction Manager Agreement, and is referred to throughout the Contract Documents as if singular in number and masculine in gender. The term Architect means the Architect or his authorized representatives. Nothing contained in these Contract Documents shall create any contractual relationship between the Architect and the Construction Manager. 2.2 ADMINISTRATION OF THE CONTRACT The Architect will provide administration of the Contract including performance of the functions as hereinafter described The Architect will be a representative of the Owner during construction and shall advise and consult with the Owner as appropriate. Instructions to the Construction Manager shall be forwarded through the Architect. The Architect will have authority, and be obligated, to act on behalf of the Owner to the extent provided herein and in the Contract Documents unless otherwise modified by written instrument in accordance with Paragraph At the time this Agreement is executed, the Architect will designate in writing to the Owner the name of one employee or principal of the Architect who is authorized to act, and who will act, as the Architect's representative with respect to any and all communications by and between the Architect and the Owner. The Architect will furnish to the Owner, at the Owner's request, true and correct copies of any and all written communications by and between the Architect and the Construction Manager, as well as any and all other documents and things in possession or control of the Architect which in any manner relate to the Project in accordance with the terms of Owner/Architect Agreement The Architect will inspect the site as necessary to become familiar with the progress and quality of the Work and to determine if the Work is proceeding in accordance with the Contract Documents. The Architect will keep the Owner informed of the progress and quality of the Work, and will guard the Owner against defects and deficiencies in the Work of the Construction Manager The Architect will not be responsible for and will not have control or charge of constructions means, methods, techniques, sequences or procedures or for safety precautions and programs of the Construction Manager The Architect will at all times have access to the Work wherever it is in preparation and progress. The Construction Manager shall provide facilities for such access so that the Architect may perform his function under the Contract Documents.

4 2.2.6 Before issuance of the initial Certificate for Payment, the Architect will have reviewed and approved for reasonableness the Construction Manager's Schedule of Values. The Architect will determine the amounts owing to the Construction Manager based on inspections at the site, on evaluations of the Construction Manager's Applications for Payment in light of the quality, quantity and timeliness of his performance and as measured against the approved Schedule of Values, and on any other relevant facts or circumstances known to the Architect, and shall issue Certificates for Payment in such amounts, as provided in the Contract Documents The Architect will be the interpreter of the performance requirements of the Contract Documents and the judge of the performance thereunder by the Construction Manager. The Architect will render written or graphic interpretations necessary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Construction Manager, and will render written decisions, within a reasonable time, on all claims, disputes and other matters in question between the Owner and the Construction Manager relating to the execution or progress of the Work The Architect's decisions in matters relating to artistic effect will be final if consistent with the intent of the Contract Documents The Architect will have authority to reject Work which does not conform to the Contract Documents, and absent clear and compelling reasons or the Owner's written consent not to do so, will reject such nonconforming Work if known to the Architect. The Architect will have the further authority to require special inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work be then fabricated, installed, or completed The Architect will review and approve or take other appropriate action upon the Construction Manager's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with design concept of the Work and with the information given in the Contract Documents. Such action will be taken with reasonable promptness so as to cause no delay. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component, and approval of submittals shall in no manner whatsoever relieve or release the Construction Manager from its duty to fully perform all requirements of the Contract Documents in compliance with the terms and conditions of same The Architect will prepare Change Orders for the Owner's approval and execution in accordance with the Contract Documents, and, with the Owner's approval, will have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents The Architect will conduct inspections to determine the date of Substantial Completion, will receive and forward to the Owner for the Owner's review releases of lien, written guarantees and warranties, instructional operational manuals, and related

5 documents required by the Contract and assembled by the Construction Manager, and will complete the Architect's Section of State Department of Education Form OEF110, Request For Occupancy Inspection, requesting a final inspection and approval by representatives of the State Department of Education and will issue a Certificate of Final Inspection and a final Certificate for Payment upon compliance with requirements of Paragraph If the Owner and Architect agree, the Architect will provide one or more Project Representatives to assist the Architect in carrying out his responsibilities at the site. The duties, responsibilities and limitations of authority of any such Project Representative will be as set forth in an exhibit to be incorporated in the Contract Documents The duties, responsibilities and limitations of authority of the Architect as the Owner's representative during construction as set forth in the Contract Documents will not be modified or extended without written consent of the Owner and Architect with notice of any change to the Construction Manager In case of the termination of the employment of the Architect, the Owner shall appoint an Architect whose status under the Contract Documents shall be that of the former Architect. 3.1 DEFINITION ARTICLE 3 OWNER The Owner is the District Board of Trustees of Palm Beach State College identified as such in the Owner-Construction Manager Agreement and is referred to throughout the Contract Documents as singular in number and masculine in gender. The terms Owner and Board as used herein means the Owner or his authorized representatives. 3.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER The Owner shall, at the requests of the Construction Manager, at the time of execution of the Owner-Construction Manager Agreement, furnish to the Construction Manager reasonable evidence that he has made financial arrangements to fulfill his obligation under the Contract The Owner shall furnish all surveys describing the physical characteristics, legal limitations and utility locations for the site of the Project and a legal description of the site Except as provided in Subparagraph 4.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities Information or services under the Owner's control shall be furnished by the Owner

6 with reasonable promptness to avoid delay in the orderly progress of the Work Unless otherwise provided in the Contract Documents, the Construction Manager will be furnished, free of charge all copies of drawings and specifications reasonably necessary for the execution of the Work. (See subparagraph for limitations.) The Owner shall, except in the event of an emergency, issue and forward all instructions to the Construction Manager through the Architect The foregoing are in addition to other duties and responsibilities of the Owner enumerated herein and especially those in respect to Work by the Owner or by Separate Construction Managers, Payments and Completion, and Insurance in Articles 6, 9 and 11 respectively. 3.3 OWNER'S RIGHT TO STOP THE WORK If the Construction Manager fails to correct defective work as required in Paragraph 13.2 or persistently fails to carry out the Work in accordance with the Contract Documents, the Owner by a written order signed personally or by an agent specifically so empowered by the Owner in writing, may order the Construction Manager to stop the Work or any portion thereof until the cause for such order has been eliminated; however, this right of the Owner to stop the Work shall not give rise to any duty on the part of the Owner to exercise this right to the benefit of the Construction Manager or any other person or entity except to the extent required by Subparagraph OWNER'S RIGHT TO CARRY OUT THE WORK If the Construction Manager defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within seven (7) days after receipt of written notice from the Owner to commence and continue corrections of such default or neglect with diligence and promptness, the Owner may after two (2) days following the receipt by the Construction Manager of an additional written notice and without prejudice to any other remedy he may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments then and thereafter due the Construction Manager the cost for correcting such deficiencies, including compensation for the Architect's additional services made necessary by such default, neglect or failure. If payments then or thereafter due the Construction Manager are not sufficient to cover such amount, the Construction Manager shall pay the difference to the Owner. 3.5 INSPECTIONS The Owner will designate a certified Uniform Building Code Inspector for the Project. The Architect is not released from his responsibility for inspections.

7 3.5.2 INSPECTION PROCEDURES All Work shall be of the highest quality and substandard work will not be accepted No Work shall be concealed or rendered inaccessible until it has been inspected and approved by the inspectors It shall be the responsibility of the Construction Manager to receive confirmation from the inspector one full working day prior to the date of the requested inspection The Construction Manager shall give exact location, trade involved and specified date and time for inspection The Construction Manager shall have supervisors representing the trades present and all necessary test equipment, ladders, gauges, etc. available for the inspector at the prescribed time for inspection The inspector shall indicate in his log and notify the Construction Manager's superintendent whether the Work has been accepted or rejected. It shall be the responsibility of the Construction Manager's superintendent to have non-conforming or rejected work corrected and to ensure that a successful reinspection by the inspector is made Work that has been concealed or rendered inaccessible without acceptance by the inspector shall be uncovered by the Construction Manager at no expense to the Owner The Construction Manager shall cause all required final inspections, acceptances, safety check-outs, performance tests, etc. to be made in the presence of the inspectors to ensure that the Work has been installed in accordance with the Contract Documents. The Construction Manager shall provide all instruments, special apparatus, personnel and experts to make all necessary and required tests Approval or acceptance of Work by the inspectors shall not relieve the Construction Manager of liabilities and responsibilities for Work not conforming to the Contract Documents Payment shall not be made for Work that has not been approved by the inspectors No payment on Change Order Work shall be made until said Work has complied with all requirements and inspections set forth in the Contract Documents Final Inspection shall be set up through the Architect, with the Owner, at least four (4) working days in advance to ensure that all necessary personnel can be made available.

8 The Architect shall determine if the project is ready for Final Inspection. 3.6 DECLARATION OF DEFAULT The failure of the Construction Manager to supply enough properly skilled workmen or materials or to make prompt payment to Subcontractors or for materials or labor, or to obey laws, ordinances, rules, regulations or orders of public agencies having jurisdiction, or to comply with the Contract Documents, shall be sufficient grounds for the Architect to find the Construction Manager in substantial default and to certify to the Owner that sufficient cause exists to terminate the Contract and to withhold payment or any part thereof until the cause or causes giving rise to the finding of default has been eliminated by the Construction Manager and approved by the Architect and Owner. If a finding of default is made, the Construction Manager shall remain responsible for performance of the requirements of the Contract Documents unless and until the Owner terminates the Contract. Upon a finding of default, a reasonable time shall be set within which the Construction Manager shall eliminate the cause or causes of default. When the basis for a finding of default no longer exists, the Architect shall notify the Construction Manager and Owner in writing that the default has been corrected and that the Construction Manager is no longer in default. If the Construction Manager fails to correct the default within the time allowed, the Owner may terminate the Contract and the employment of the Construction Manager pursuant to Paragraph DEFINITION ARTICLE 4 CONSTRUCTION MANAGER The Construction Manager is the person or entity identified as such in the Owner- Construction Manager Agreement and is referred to throughout the Contract Documents as singular in number and masculine in gender. The term Construction Manager means the Construction Manager or his authorized representative. 4.2 REVIEW OF CONTRACT DOCUMENTS The Construction Manager shall carefully study and compare the Contract Documents and shall at once report to the Architect any error, inconsistency or omission he may discover. The Owner shall not be liable to the Construction Manager for any damage resulting from any such errors, inconsistencies or omissions which are observed by the Construction Manager or which upon reasonable examination of the Contract Documents should have been observed by the Construction Manager. The Construction Manager shall perform no portion of the Work at any time without Contract Documents or, where required, approved Shop Drawings, Product Data or Sample for such portion of the Work.

9 4.3 SUPERVISION AND CONSTRUCTION PROCEDURES The Construction Manager shall at all times supervise and direct the Work, using his best skill and attention. He shall be solely responsible for all construction means, methods, technique, sequences and procedures and for coordinating all portions of the Work under the Contract The Construction Manager shall be responsible at all times to the Owner for the acts and omissions of his employees, Subcontractors and their agents and employees and any other persons performing any of the Work under a contract with the Construction Manager. 4.4 LABOR AND MATERIALS Unless otherwise provided in the Contract Documents, the Construction Manager shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work The Construction Manager shall provide, in addition to supervision and layout, a written statement setting forth the portion of the Work he shall provide. Once approved, no changes shall be made to this written statement without prior written approval of the Owner Construction Manager shall at all times enforce strict discipline and good order among his employees and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to him. 4.5 WARRANTY The Construction Manager unconditionally warrants and guarantees to the Owner and the Architect that all materials and equipment furnished and incorporated under this Contract will be new unless otherwise specified and that all Work will be of good quality, free from faults and defects and in conformance with the Contract Documents. All Work not conforming to these requirements including substitutions not properly approved by the Architect and the Owner and authorized may be considered defective. If required by the Architect or the Owner, the Construction Manager shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The warranty provided in this paragraph 4.5 shall be in addition to and not in limitation of any other warranty or remedy required by law or by the Contract Documents and is not limited to provisions of paragraph TAXES The Construction Manager shall pay all sales, consumer, use and other similar

10 taxes required by law. 4.7 PERMITS, FEES AND NOTICES The Owner, hence the Construction Manager, is not legally obligated to obtain, nor shall the Owner pay for, building permits for the Project. The Construction Manager shall secure and pay for all other necessary permits and governmental fees, licenses and inspections necessary for the proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required at the time bids are received The Construction Manager shall give all notices and comply with all laws, ordinances, rules, and regulations and lawful orders of any public authority bearing on the performance of the Work. The Construction Manager shall also comply with all provisions of SREF-1997, Florida Administrative Code, which the Owner must comply with and enforce If the Construction Manager observes that any of the Contract Documents are in variance with applicable laws, statutes or building codes in any respect, he shall promptly notify the Architect in writing and any necessary changes shall be accomplished by appropriate Modification If the Construction Manager performs any Work knowing it is to be contrary to such laws, ordinances, rules and regulations and without such notice to the Architect, he shall assume full responsibility therefore and shall bear all costs attributable thereto including but not limited to the provisions of SREF-1997, Florida Administrative Code. 4.8 ALLOWANCES Construction Manager shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by these allowances shall be supplied for such amounts and by such persons as the Owner may direct, but the Construction Manager will not be required to employ persons against whom he makes a reasonable objection Unless otherwise provided in the Contract Documents: These allowances shall cover the costs to the Construction Manager, less any applicable trade discount, of materials and equipment required by the allowance delivered at the site, and all applicable taxes; The Construction Manager's cost for unloading and handling on the site, labor, installation costs, overhead, profit and other expenses contemplated for the original allowance shall be included in the Contract Sum and not in the allowance; Whenever the cost is more than or less than the allowance, the Contract Sum shall be adjusted accordingly by Change Order, the amount of which will recognize

11 changes, if any, in handling costs on the site, labor, installation cost, overhead, profit and other expenses. 4.9 SUPERINTENDENT The Construction Manager shall employ a full time competent superintendent and necessary assistants who shall be in attendance at the project site during the progress of the Work. The Superintendent shall be satisfactory to the Owner and shall not be changed except with the consent of the Owner unless the superintendent ceases to be in the Construction Manager's employ. The superintendent shall represent the Construction Manager and all communications given to the superintendent shall be as binding as if given to the Construction Manager. On request of the Owner, communications from the superintendent to the Owner shall be confirmed in writing by the Construction Manager The superintendent shall be the Construction Manager's authorized representative and approved pursuant to Subparagraph The superintendent and necessary assistants shall be approved by and remain acceptable to the Architect and the Owner and shall not be changed without the consent of the Architect and Owner. The Construction Manager will also provide to the Owner resumes for each superintendent and necessary assistants employed by him on the Project The superintendent and necessary assistants shall be in continuous attendance each working day at the Project and until all Work including the final punch list has been completed For non-compliance with Subparagraph , the Owner may take a credit in an amount equal to the daily pay rate of the absent personnel PROGRESS SCHEDULE The progress schedule shall use Critical Path Method (CPM) or the Program Evaluation Review Technique (PERT) unless another method or technique is specified or previously approved by the Owner This progress schedule shall be submitted in a form approved by the Owner and shall indicate the date for the starting and completion of each subdivision of the Work The Construction Manager shall submit to the Owner and Architect, with each Application for Payment, a copy of the approved progress schedule marked to show the percentage completed for each subdivision of the Work. The monthly submission shall also state the estimated total number of days ahead of or behind the Contract Completion Date. Should the Construction Manager fail to meet the approved schedule, documentation acceptable to the Owner and Architect shall be required of the Construction Manager to show just cause for the delays. Failure to comply with this subparagraph shall

12 be sufficient grounds for the Owner or Architect to find the Construction Manager in substantial default and certify that sufficient cause exists to terminate the Contract or to withhold payment to the Construction Manager until an updated progress schedule acceptable to the Owner and Architect is submitted. Such failure shall not be cause for additional time DOCUMENTS AND SAMPLES AT THE SITE Construction Manager shall maintain at the site for the Owner, two record copies of all Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record all changes made during construction, and approved Shop Drawings, Product Data and Samples. These shall be available to the Architect and Owner and shall be delivered to the Architect and shall become "as- built" documents for the Owner upon completion of the Work SHOP DRAWINGS, PRODUCT DATA AND SAMPLES Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Construction Manager or any Sub-contractor, manufacturer, supplier, or distributor to illustrate some portion of the Work Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Construction Manager to illustrate a material, product or system for some portion of the Work Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged The Construction Manager shall review, approve and submit to the Architect with reasonable promptness and in such orderly sequence as to cause no delay in the Work or in the Work of the Owner or any separate contractor, all Shop Drawings, Product Data and Samples required by the Contract Documents At the time of submission, the Construction Manager shall inform the Architect in writing if the Shop Drawings, Product Data, or Samples deviate from the requirements of the Contract Documents. The Construction Manager shall submit to the Architect five copies of all submittals for approval. Upon approval of the submittals by the Architect, the Construction Manager shall supply eleven corrected copies to the Architect for record copies. All submittals shall be accompanied by a transmittal letter identifying all attachments. Shop drawings and samples shall be properly identified as specified, or as the Architect may require. At the time of submission the Construction Manager shall inform the Architect in writing of any deviation in the Shop Drawing or Samples from the requirements of the contract documents By approving and submitting Shop Drawings, Product Data and Samples the Construction Manager represents that he has determined and verified all materials, field

13 measurements, and field construction criteria related thereto, and that he has checked and coordinated the information contained within such submittals with the requirements of the Work and the Contract Documents The Construction Manager shall not be relieved from responsibility for errors or omission in the Shop Drawings, Product Data or Samples by the Architect's approval thereof The Construction Manager shall direct specific attention, in writing or on resubmitted Shop Drawings. Product Data or Samples to revisions other than those requested by the Architect on previous submittals No portion of the Work requiring submission of a Shop Drawing, Product Data or Sample shall be commenced until the submittal has been approved by the Architect as provided in Subparagraph All such portions of the Work shall be in accordance with Architect approved submittals The Architect will review and accept Shop Drawings and Samples with reasonable promptness, so as to cause no delay, but only for conformance with the design concept of the Project and compliance with the information given in the Contract Documents. The Architect's acceptance of a separate item shall not indicate acceptance of an assembly in which the item functions. The Architect's acceptance of Shop Drawings or Samples shall not relieve the Construction Manager of responsibility for any deviation from the requirements of the Contract Documents unless the Construction Manager has informed the Architect in writing of such deviation at time of submission and the Architect has given written acceptance to the specific deviation, nor shall the Architect's acceptance relieve the Construction Manager from responsibility for errors or omissions in the Shop Drawings or Samples USE OF THE SITE The Construction Manager shall confine operations at the site to areas permitted by law, ordinance, permits and the Contract Documents and shall not unreasonably encumber the site with any materials or equipment CUTTING AND PATCHING OF WORK The Construction Manager shall be responsible for all cutting, fitting or patching that may be required to complete the Work or to make its several parts fit together properly The Construction Manager shall not damage or endanger any portion of the Work or the work of the Owner or any separate Construction Managers by cutting, patching or otherwise altering any work, or by excavation. The Construction Manager shall not cut or otherwise alter the Work of the owner or any separate Construction Manager except with the written consent of the owner and of such separate Construction Manager. The Construction Manager shall not unreasonably withhold from the owner or any separate

14 contractor his consent to cutting or otherwise altering the Work CLEANING UP The Construction Manager at all times shall keep the Project and surrounding areas free from accumulation waste materials or rubbish caused by his operations. At the completion of the Work, he shall remove all his waste materials and rubbish from and about the Project as well as all his tools, construction equipment, machinery and surplus materials, and shall clean all glass surfaces and have the Work "broom clean" or its equivalent, except as otherwise specified. No items listed above are to be buried on the construction site or premises of owner If the Construction Manager fails to clean the project and the project site to the satisfaction of the Architect and Owner, the Owner may do so and the cost thereof shall be charged to the Construction Manager Prior to the beginning of construction, the Owner will determine what portion of the salvage resulting from clearing, grubbing, grading, draining, remodeling or altering any existing facilities on the site that will be the property of the Owner. This material shall be piled or stocked on the site COMMUNICATIONS The Construction Manager shall forward all communications to the Owner through the Architect ROYALTIES AND PATENTS The Construction Manager shall pay all royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and shall save the Owner harmless from loss of account thereof, except that the Owner shall be responsible for all such losses when a particular design, process or the product of a particular manufacturer or manufacturers is specified, but if the Construction Manager has a reason to believe that the design, process or product specified is an infringement of a patent, he shall be responsible for such loss unless he promptly gives such information to the Architect INDEMNIFICATION The Construction Manager shall indemnify and hold harmless the Owner and the Architect and their agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of the work provided that any such claim, damage, loss or expense (1) is attributable to bodily injuries, sickness, disease or death or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom and (2) is caused in whole or in part by any negligent act or omission of the Construction Manager, any SubConstruction Manager, anyone directly or indirectly employed by any of

15 them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligations shall not be construed to negate, abridge or otherwise exist as to any party or person described in this Paragraph In any and all claims against the Owner or the Architect or any of their agents or employees by any employee of the Construction Manager, any Subcontractor, anyone directly or indirectly employed by any of them or anyone from whose act any of them may be liable, the indemnification obligation under this Paragraph 4.18 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Construction Manager or any Subcontractor under worker's or workmen's compensation acts, disability benefit act or other employee benefit acts The obligations of the Construction Manager under this Paragraph 4.18 shall not extend to a liability of the Architect, his agent or employees arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications or (2) the giving of or failure to give directions or instructions by the Architect, his agents or employees providing such giving or failure to give is the primary cause of the injury or damage The Construction Manager's Liability Policy shall provide a "Hold Harmless" rider to cover the provision of Paragraph 4.18 and this shall be so noted on the Construction Manager's Certificate of Insurance. The Construction Manager hereby acknowledges receipt of ten dollars and other good and valuable consideration from the Owner in exchange for giving the Owner and the Architect, respectively, the indemnification provided above in accord with Article 4.18 of the General Conditions which form a part of the Contract Documents APPRENTICESHIP PROGRAMS All Construction Managers must work in accordance with Section , Florida Statutes, the Public Works Compliance Act COMPLETENESS OF BID The Construction Manager is to assume that the Contract is complete as to all necessary parts and shall bid accordingly. The Construction Manager shall supply and install all necessary devices and equipment to ensure a safe and workable system. Omissions from the plans and specifications of any equipment, device, etc. required by applicable codes and standards shall not relieve the Construction Manager of any responsibility to furnish and install same at no cost to the Owner. Should any omission be discovered in the plans it must be brought to the attention of the Owner and Architect prior to the opening of bids. Such Modification shall be made by a letter describing fully such omission.

16 4.21 EXISTING UNDERGROUND LINES The Construction Manager shall take particular care to note and locate all existing lines in the area of work and shall not disturb these lines unless directed otherwise by the Architect. All costs for repairs of damage to existing lines are to be borne by the Construction Manager DAMAGE TO OTHER WORK The Construction Manager shall be responsible for and shall be required to repair at his expense damage to the Owner's property caused by him. 5.1 DEFINITION ARTICLE 5 SUBCONTRACTORS A Subcontractor is a person or an entity who has a direct contract with the Construction Manager to perform any of the Work at the site. The term Subcontractor is referred to throughout the Contract Documents as singular in number and masculine in gender and means a Subcontractor or his authorized representative. The term Subcontractor does not include any separate Construction Manager or his subcontractors A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform any of the Work at the site. The term Sub-subcontractor is referred to throughout the Contract Documents as singular in number and masculine in gender and means a Sub-subcontractor or an authorized representative thereof Nothing contained in the Contract Documents shall create any contractual relationship between the Owner and any Subcontractor or Sub- subcontractor All Subcontractors and Sub-subcontractors shall have a required occupational license appropriate for the location of the Work and a Certificate of Competency for those trades which require such certificates. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR POR- TIONS OFTHE WORK Unless otherwise required by the Contract Documents or the Bidding Documents the Construction Manager at the bid opening shall furnish to the Owner and Architect Form 00420, a written list of the major Subcontractors; Site Utilities, Structural Concrete, Masonry, Structural Steel & Steel Joists, Plumbing, HVAC, Electrical and Roofing, who he proposes to use on this work. Within 24 hours of the opening of the bid, the apparent low bidder will submit Form 00430, to the Owner and Architect his full and complete list of Subcontractors or entities (including those who are to furnish materials or equipment

17 fabricated to a special design) proposed for each of the principle portions of the work. The Architect will promptly reply to the Construction Manager in writing stating whether or not the Owner or the Architect, after due investigation, has reasonable objection to any Subcontractor or entity The Construction Manager shall not contract with any such proposed person or entity to whom the Owner or the Architect has made reasonable objection under the provisions of Subparagraph The Construction Manager shall not be required to contract with anyone to whom he has a reasonable objection If the Owner or the Architect has reasonable objection to any such proposed person or entity, the Construction Manager shall submit a substitute to whom the Owner and the Architect have no reasonable objection The Construction Manager shall make no substitution for any Subcontractor, person or entity previously selected without Owner's and Architect's prior approval. "Bid shopping" or negotiating prices with other subcontractors after bids have been opened and prior to the bid award is prohibited and may be cause for rejecting bid(s). The request for a subcontractor substitution must be in writing to the architect and must be accompanied by a letter from the subcontractor stating the specific reason and justification for withdrawing from the project. The owner will consider only substantive reasons and justifications, i.e. insolvency, bankruptcy, closing/dissolution of business, or other documented conditions beyond the subcontractor's control and reserves the right to reject any such request for insufficient reason. 5.3 SUBCONTRACTUAL RELATIONS By an appropriate written agreement, the Construction Manager shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Construction Manager by the terms of the Contract Documents and to assume toward the Construction Manager all the obligations and responsibilities which the Construction Manager, by these Documents, assumes toward the Owner and the Architect. Said agreement shall preserve and protect the rights of the Owner and the Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the Construction Manager- Subcontractor agreement, the benefit of all rights, remedies and redress against the Construction Manager that the Construction Manager, by these Documents, has against the Owner. Where appropriate, the Construction Manager shall require each Subcontractor to enter into similar agreements with his Sub-subcontractors. The Construction Manager shall make available to each proposed Subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the Subcontractor will be bound by this Paragraph 5.3, and identify to the Subcontractor any terms and conditions of the proposed Subcontract which may be at variance with the Contract

18 Documents. Each Subcontractor shall similarly make copies of such documents available to his Sub-subcontractors. The Construction Manager shall not act as a conduit for claims by Subcontractors against the Owner, and any provision in any contract between the Construction Manager and any Subcontractor pursuant to which the Construction Manager agrees to present to the Owner any claim of any Subcontractor shall be invalid. Furthermore, Construction Manager shall furnish Owner, upon Owner's request, copies of all Subcontracts and supplier agreements entered into by Construction Manager with respect to the Project. 5.4 PAYMENTS TO SUBCONTRACTORS The Construction Manager shall pay each subcontractor, upon receipt of payment from the Owner, an amount equal to the percentage of completion allowed to the Construction Manager on account of such Subcontractor's Work. The Construction Manager shall also require each Subcontractor to make similar payments to his subcontractors If the Architect fails to issue a Certificate for Payment for any cause which is the fault of the Construction Manager and not the fault of a particular Subcontractor, the Construction Manager shall pay that Subcontractor on demand, made at any time after the Certificate of Payment should otherwise have been issued, for his Work to the extent completed, less the retained percentage The Construction Manager shall pay each Subcontractor a just share of any insurance moneys received by the Construction Manager under Article 11, and he shall require such Subcontractor to make similar payments to his sub-subcontractors The Architect may, on request and at his discretion, furnish to any subcontractor, if practicable, information regarding percentages of completion certified to the Construction Manager on account of Work done by such Subcontractors Neither the Owner nor the Architect shall have any obligation to pay or to see to the payment of any moneys to any Subcontractor except as may otherwise be required by law. ARTICLE 6 WORK BY OWNER OR BY SEPARATE CONSTRUCTION MANAGERS 6.1 OWNER'S RIGHT TO PERFORM WORK AND TO AWARD SEPARATE CONTRACTS The Owner reserves the right to perform Work related to the Project with his own forces, and to award separate contracts in connection with other portions of the Project or other work on the site under these or similar Conditions of the Contract. If the Construction Manager claims that delay or additional costs are involved because of such actions by the Owner, he shall make such claims as provided elsewhere in the Contract Documents.

19 6.1.2 When separate contracts are awarded for different portions of the Project or other work on the site the term Construction Manager in the Contract Documents in each case shall mean the Construction Manager that executes each separate Owner-Construction Manager agreement The Owner will provide for the coordination of the work of his own forces and of each separate Construction Manager with the Work of the Construction Manager, who shall cooperate therewith as provided in Paragraph Notwithstanding any other provision of the Contract Documents, should the Construction Manager sustain loss or be damaged by act or omission of a separate Construction Manager, the Owner shall not be liable for any such loss or damage and the Construction Manager shall not be entitled to obtain any monetary relief from he Owner to compensate for any such loss or damage, but shall be limited to such recovery as is otherwise available at law from persons and/or entities other than the Owner. 6.2 MUTUAL RESPONSIBILITY The Construction Manager shall afford the Owner and separate Construction Managers reasonable opportunity for the introduction and storage of their materials and equipment and the execution of their work, and shall connect and coordinate his Work with theirs as required by the Contract Documents If any part of the Construction Manager's Work depends for proper execution or results upon the work of the Owner or any separate Construction Manager, the Construction Manager shall, prior to proceeding with the Work promptly report to the Architect in writing any apparent discrepancies or defects in such other work that render it unusable for such proper execution and results. Failure of the Construction Manager to so report shall constitute an acceptance of the Owner's or separate Construction Managers' work as fit and proper to receive his Work except as to defects which may subsequently become apparent in such work by others Any costs caused by defective or ill-timed work shall be borne by the party responsible therefore. These are in addition to liquidated damages Should the Construction Manager wrongfully cause damage to the work or property of the Owner or to other work on the site, the Construction Manager shall promptly remedy such damages as provided in Subparagraph Should the Construction Manager wrongfully cause damage to the Work or property of any separate Construction Manager or Owner, the Construction Manager shall, upon due notice, promptly attempt to settle with such other party by agreement or otherwise to resolve the dispute.