Terms & Conditions

GENERAL TERMS AND CONDITIONS OF CONSTRUCTION SERVICES AGREEMENT FOR OPTIM BUILD GROUP, LLC

These General Terms and Conditions (“Terms and Conditions”) are incorporated by reference into each Construction Services Agreement (“Agreement”) executed by Optim Build Group, LLC (“Contractor”) and supplement and govern all aspects of the Work not expressly addressed in the short-form Agreement. Capitalized terms used in the Agreement shall have the meanings set forth below or the meanings assigned to them in the Agreement.

A. “Change Order” means a written amendment to the Agreement executed by both Parties that modifies the Scope of Work, Contract Amount, or Project Schedule.

B. “Completion” or “Substantial Completion” means the stage in the progress of the Work when the Work, or a designated portion thereof, is sufficiently complete in accordance with the Contract Documents so that Owner can occupy or utilize the Work for its intended purpose, subject only to minor punchlist items that do not materially affect Owner’s use. For projects involving multiple buildings, groups of units, or project phases, Substantial Completion may be achieved and certified separately for each building, group, or phase, and payment obligations and warranty periods shall commence independently for each completed building, group, or phase.

C. “Contract Amount” means the total compensation payable to Contractor for performance of the Work, as set forth in the Quote and Payment Schedule attached as Exhibit A to the Agreement, as such amount may be adjusted by executed Change Orders.

D. “Contract Documents” means the Agreement, all exhibits and schedules attached thereto, the Quote, Proposal, Statement of Work, these Terms and Conditions, and any executed Change Orders, all of which are incorporated by reference and collectively govern the rights and obligations of the Parties.

E. “Force Majeure Event” means an event or circumstance beyond a Party’s reasonable control, including acts of God, fire, flood, earthquake, hurricane, pandemic, epidemic, acts of terrorism, war, civil unrest, strikes, labor disputes, governmental action, or utility failures.

F. “Owner’s Representative” means the individual designated in writing by Owner to act on Owner’s behalf in matters relating to the Agreement.

G. “Proposal” or “Quote” means the written proposal, quote, or estimate provided by Contractor to Owner and accepted by Owner, which is attached to the Agreement as Exhibit A.

H. “Project Schedule” means the schedule for performance of the Work, including mobilization, commencement, milestone dates, and anticipated Completion, as set forth in Exhibit A or as otherwise agreed by the Parties in writing.

I. “Scope of Work” or “Work” means all labor, materials, equipment, services, and other items required to be furnished and performed by Contractor under the Agreement and the Contract Documents, as more particularly described in Exhibit A.

J. “Unforeseen Conditions” means latent physical conditions at the Property, including concealed or unknown structural deficiencies, water intrusion, mold, hazardous materials, code violations, or other conditions that differ materially from those observable or reasonably anticipated at the time of contracting and that materially impact the cost or scope of the Work.

Article 1 — Project Schedule and Commencement

I.  Commencement and Completion. Contractor shall commence the Work on or about [INSERT COMMENCEMENT DATE] or within [INSERT NUMBER] days after receipt of the Initial Payment specified in Article 3 of the Agreement, whichever is later, and shall substantially complete the Work within the time period specified in the Project Schedule set forth in Exhibit A, subject to adjustments for Change Orders, delays, and Force Majeure Events as set forth in these Terms and Conditions.

II.  Project Schedule Estimates. The Project Schedule set forth in Exhibit A is an estimate based on Contractor’s current assessment of the Work and anticipated conditions. The Project Schedule is subject to adjustment as provided in these Terms and Conditions.

III.  Delays Beyond Contractor’s Control. Contractor shall not be liable for delays in completion caused by:

A.  Owner’s failure to provide timely access, information, decisions, approvals, or Owner-supplied materials.

B.  Changes in the Scope of Work, whether by Change Order or otherwise.

C.  Unforeseen Conditions, including concealed conditions, hazardous materials, or differing site conditions.

D.  Delays in permit issuance or inspection by governmental authorities.

E.  Force Majeure Events.

F.  Acts or omissions of Owner, Owner’s agents, tenants, separate contractors, or utility providers.

G.  Material shortages, shipping delays, or supplier failures.

H.  Owner-directed suspension of Work as described in Article 9 of these Terms and Conditions.

IV.  Extension of Time. In the event of any delay described in Section III of this Article, Contractor shall be entitled to a reasonable extension of the Project Schedule. Contractor shall notify Owner in writing of any anticipated delay and the expected duration as soon as practicable.

V. No Liquidated Damages. Owner acknowledges that the nature of construction and restoration work involves inherent uncertainties and that time is not of the essence unless expressly agreed otherwise in writing. The Agreement does not provide for liquidated damages or other penalties for delayed completion, and Owner waives any claim for damages based solely on delayed completion, except to the extent such delay is caused by Contractor’s willful misconduct or gross negligence.

Article 2 — Detailed Scope of Work and Exclusions

I.  Incorporation of Exhibit A. The Quote, Proposal, or Statement of Work identified as Exhibit A to the Agreement, including all specifications, descriptions, exclusions, assumptions, and payment schedules set forth therein, is incorporated into and made a part of the Contract Documents. In the event of any conflict between the Agreement and Exhibit A, the order of precedence set forth in the Agreement shall control.

II.  Exclusions. Unless expressly included in the Scope of Work or Exhibit A, the following are excluded from Contractor’s obligations and the Contract Amount:

A.  Structural engineering, architectural design, or code consulting services.

B.  Electrical, plumbing, HVAC, fire alarm, fire sprinkler, or low-voltage system work, except to the extent expressly included in Exhibit A.

C.  Mold remed

iation, asbestos abatement, lead paint removal, or other hazardous material remediation unless expressly included in Exhibit A.

D. Permits, fees, and inspections, unless Contractor has expressly agreed in writing to obtain such permits. E. Repair or replacement of items damaged by parties other than Contractor or its subcontractors. F. Work outside the areas specifically identified in Exhibit A. G. Full repainting of units, buildings, or areas beyond the repaired areas identified in the Scope of Work, unless expressly included. H. Furniture, fixtures, flooring, cabinetry, countertops, appliances, or window treatments, unless expressly included in Exhibit A. I. Paint materials, unless Contractor has expressly agreed in writing to supply such materials; to the extent Exhibit A provides that paint is to be supplied by Owner, Owner shall supply all required paint in sufficient quantity, proper sheen, and correct color at the time needed for application. J. Any work, materials, or services not expressly identified in the Contract Documents.

III.  Assumptions. The Quote and Scope of Work are based on the following assumptions, unless otherwise stated in Exhibit A:

A.  The Property is accessible and available for Contractor’s performance of the Work during normal business hours or as otherwise agreed.

B.  Utilities, including electricity and water, are available at the Property at no cost to Contractor.

C.  No Unforeseen Conditions exist that would materially increase the cost or duration of the Work.

D.  Owner will provide timely access, approvals, decisions, and cooperation as required for Contractor to perform the Work.

E.  All existing building systems, framing, substrates, and concealed conditions are in satisfactory condition to receive the Work.

Article 3 — Site Conditions and Unforeseen Conditions

I.  Unforeseen Conditions. If Contractor encounters Unforeseen Conditions during performance of the Work, Contractor shall promptly notify Owner in writing and, if safety permits, suspend Work in the affected area until the Parties agree on how to proceed. Contractor shall not be obligated to perform work beyond the original Scope of Work to address Unforeseen Conditions unless the Parties execute a Change Order setting forth the additional scope, cost, and time required.

II.  Hazardous Materials. Contractor is not responsible for the identification, handling, removal, or remediation of hazardous materials, including asbestos, lead paint, mold, or other contaminants, unless such services are expressly included in Exhibit A. If Contractor encounters or reasonably suspects the presence of hazardous materials, Contractor shall immediately stop Work in the affected area and notify Owner. Owner shall be solely responsible for the remediation of hazardous materials and shall hold Contractor harmless from any claims, costs, or liabilities arising from the presence of or exposure to such materials.

III.  Concealed Conditions. Where the Work requires opening walls, ceilings, or other concealed areas, the actual conditions may differ from those reasonably anticipated. Contractor’s Quote and Contract Amount are based on reasonably anticipated conditions. Additional work required to address concealed structural deficiencies, water damage, code violations, or other conditions that materially exceed reasonable expectations shall be performed only pursuant to a Change Order.

Article 4 — Owner Obligations and Cooperation

I.  Access to Property. Owner shall provide Contractor and its employees, agents, and subcontractors with full, safe, and timely access to the Property and the work areas during the hours necessary to perform the Work. Owner shall coordinate access with tenants, property managers, or other occupants as necessary to avoid delays.

II.  Occupied Units and Multi-Tenant Coordination. If the Work is to be performed in occupied residential units, common areas of multi-family properties, or areas requiring coordination with tenants or third-party managers:

A.  Owner shall provide Contractor with reasonable advance notice and access to each unit or area in accordance with the Project Schedule.

B.  Owner shall notify tenants or occupants of scheduled work and obtain any required consents or authorizations.

C.  Contractor shall make reasonable efforts to minimize disruption but shall not be liable for delays caused by lack of access, tenant objections, or coordination issues beyond Contractor’s control.

D.  Owner acknowledges that texture matching, paint sheen matching, and other finish work in occupied or previously finished spaces may not achieve a perfect match due to aging, lighting, prior repairs, and field conditions.

III.  Owner-Supplied Materials. To the extent the Contract Documents require Owner to supply materials (including paint, fixtures, or other specified items), Owner shall deliver such materials to the Property in sufficient quantity and in a timely manner to avoid delay. Contractor shall not be responsible for delays caused by Owner’s failure to timely provide materials. Contractor may, but is not obligated to, procure Owner-supplied materials on Owner’s behalf and invoice Owner for the actual cost plus a reasonable procurement fee.

IV.  Utilities and Facilities. Owner shall provide electricity, water, and sanitary facilities at the Property at no charge to Contractor. If utilities are not available or are interrupted, Contractor may suspend Work and extend the Project Schedule accordingly.

V. Timely Decisions and Approvals. Owner shall respond promptly to Contractor’s requests for information, decisions, selections, and approvals. Contractor shall not be responsible for delays in the Project Schedule caused by Owner’s failure to provide timely responses.

VI.  Site Safety and Security. Owner shall ensure that the Property is free from unsafe conditions not created by Contractor and shall be responsible for securing the Property and its contents. Contractor is not responsible for loss or damage to Owner’s property, tenant property, or third-party property except to the extent directly caused by Contractor’s negligence or willful misconduct.

VII.  Limitation on Third-Party Authority. Owner represents and warrants that the presence or involvement of an insurance company, insurance adjuster, claims administrator, lender, loan servicer, tenant, or onsite employee does not, by itself, grant such person or entity authority to modify, approve, reject, or bind Owner with respect to the Agreement, the Scope of Work, Change Orders, or payment obligations. Contractor may rely on direction only from Owner, Owner’s Representative, or Owner’s Authorized Agent as designated in writing pursuant to the Agreement.

VIII.  Lender and Funds-Control Administrator Disclosure. If the Property is subject to a construction loan, mortgage, deed of trust, or other lien, or if a lender, loan servicer, or funds-control administrator is involved in the project, Owner shall disclose the name, address, and contact information of such lender or administrator to Contractor prior to commencement of Work. Owner shall cooperate with Contractor in providing any documentation, lien waivers, invoices, or other materials reasonably requested by the lender or administrator to facilitate timely payment to Contractor. Owner’s obligation to pay Contractor in accordance with the Agreement is not contingent upon, and shall not be delayed by, any lender approval, funds-control procedure, or disbursement schedule.

Article 5 — Permits, Licenses, and Code Compliance

I.  Permits. Unless expressly stated otherwise in Exhibit A, Owner shall be responsible for obtaining and paying for all building permits, approvals, and governmental authorizations required for the Work. If Contractor has agreed in writing to obtain permits, Contractor shall apply for such permits and Owner shall reimburse Contractor for all permit fees, inspection fees, and related costs.

II.  Compliance with Laws. Contractor shall perform the Work in compliance with all applicable federal, state, and local laws, codes, ordinances, and regulations in effect as of the Effective Date, to the extent such compliance is within Contractor’s scope of responsibility under the Contract Documents. Owner shall be responsible for ensuring that the design, specifications, and intended use of the Work comply with applicable laws.

III.  Code Violations and Upgrades. Contractor is not responsible for identifying or correcting code violations or deficiencies in existing construction unless such corrections are expressly included in the Scope of Work. If a governmental authority requires upgrades, modifications, or additional work beyond the Scope of Work as a condition of permit approval or final inspection, such additional work shall be performed only pursuant to a Change Order.

IV.  Contractor Licensing. Contractor represents and warrants that it holds all licenses required by the State of Florida and any applicable local jurisdiction to perform the Work, including Florida General Contractor License No. CBC #1266404, Florida Air Conditioning Contractor License No. CAC #1824225, and Water Damage Restoration License No. 700046801.

Article 6 — Materials and Substitutions

I.  Materials and Workmanship. Unless otherwise specified in the Contract Documents, all materials furnished by Contractor shall be new, of good quality, and suitable for the intended purpose. All Work shall be performed in a professional and workmanlike manner in accordance with applicable industry standards.

II.  Material Substitutions. Contractor may substitute materials, products, or equipment of equal or better quality for those specified in the Contract Documents, provided that such substitution does not increase the Contract Amount or materially alter the appearance, performance, or warranty of the Work. Contractor shall notify Owner of any proposed substitution and obtain Owner’s written approval if the substitution may affect appearance or performance.

III.  Material Availability and Delays. Contractor shall make reasonable efforts to procure materials in a timely manner. However, Contractor shall not be liable for delays caused by material shortages, manufacturer delays, supply chain disruptions, or other circumstances beyond Contractor’s reasonable control. In the event of material delay, Contractor may propose substitute materials or extend the Project Schedule as appropriate.

IV.  Owner Selection Items. If the Contract Documents require Owner to select colors, finishes, fixtures, or other items, Owner shall make such selections within five (5) business days of Contractor’s request. If Owner fails to make timely selections, Contractor may select comparable items or suspend Work until Owner provides direction, and the Project Schedule shall be extended accordingly.

Article 7 — Change Orders

I.  Changes to Scope of Work. No change, modification, addition, or deletion to the Scope of Work, Contract Amount, or Project Schedule shall be valid or enforceable unless set forth in a written Change Order signed by both Parties.

II.  Change Order Procedure. If Owner requests a change to the Work, or if Contractor identifies a necessary change due to Unforeseen Conditions, field conditions, or other circumstances, the Party proposing the change shall provide written notice describing the proposed change and, if applicable, the estimated impact on cost and schedule. Contractor shall provide a written Change Order proposal, including a description of the revised scope, the change in Contract Amount (including labor, materials, and markup), and any adjustment to the Project Schedule. The Change Order shall become effective only upon execution by both Parties.

III.  Contractor’s Markup. Change Order pricing shall include Contractor’s standard markup for overhead and profit, which shall not exceed fifteen percent (15%) of the direct cost of labor and materials for the change.

IV.  Emergency Changes. In the event of an emergency that threatens life, safety, or property, Contractor may proceed with necessary corrective work without prior written authorization and shall notify Owner as promptly as practicable. The Parties shall execute a Change Order documenting such emergency work within five (5) business days after the emergency.

v. No Oral Modifications. Owner acknowledges and agrees that Contractor’s field employees and subcontractors are not authorized to agree to changes in the Work, Contract Amount, or Project Schedule. All changes must be approved in writing in accordance with this Article 7.

Article 8 — Payment of Undisputed Amounts and Invoice Disputes

I.  Payment of Undisputed Amounts. If Owner disputes any portion of an invoice, Owner shall:

A.  Pay all undisputed amounts by the due date;

B.  Provide written notice to Contractor within ten (10) business days of receipt of the invoice, specifying in reasonable detail the disputed amount, the basis for the dispute, and any supporting documentation; and

C.  Meet with Contractor, in person or by telephone, within ten (10) business days of Contractor’s request to discuss and attempt to resolve the dispute in good faith.

Failure to pay undisputed amounts by the due date shall constitute a material breach and shall entitle Contractor to suspend Work and exercise all other remedies under the Agreement, including the right to file a construction lien and terminate the Agreement.

Owner may not withhold payment of undisputed amounts based on disputes relating to other invoices, other projects, or unrelated claims.

II.  Application of Payments. Payments shall be applied first to any accrued interest and late fees, then to the oldest outstanding invoices, and finally to current charges.

Article 9 — Owner-Directed Suspension and Contractor Termination Rights

I.  Owner-Directed Suspension. Owner may suspend performance of the Work by providing written notice to Contractor specifying the reason for suspension and the anticipated duration. Upon receipt of such notice, Contractor shall promptly demobilize and protect completed Work and stored materials as reasonably necessary.

If Owner suspends the Work for any reason other than Contractor’s material breach or default, Contractor shall be entitled to:

A.  An extension of the Project Schedule equal to the period of suspension plus a reasonable period for remobilization;

B.  Reimbursement of demobilization costs incurred in connection with the suspension;

C.  Reimbursement of remobilization costs incurred when Work resumes;

D.  Reimbursement of reasonable costs to protect and store materials, equipment, and completed Work during the suspension;

E.  Standby costs, including supervision, insurance, equipment rental, and subcontractor standby costs, to the extent such costs are incurred and cannot reasonably be mitigated; and

F.  Reimbursement of material price escalation for materials ordered or committed prior to suspension but delivered or installed after resumption, to the extent the price increase exceeds five percent (5%) of the original material cost.

Contractor shall invoice Owner for suspension-related costs as a Change Order in accordance with Article 7, and such costs shall be due and payable in accordance with the payment terms set forth in the Agreement.

II.  Termination Rights for Prolonged Suspension or Owner Default. In addition to Contractor’s termination rights under Article 14, Contractor may terminate the Agreement upon ten (10) business days’ written notice to Owner if any of the following conditions occur and continue uncured for the notice period:

A.  Owner-directed suspension of the Work exceeds sixty (60) consecutive days, except where such suspension is caused by a Force Majeure Event;

B.  Owner loses ownership or legal control of the Property through foreclosure, sale, transfer, or other involuntary or voluntary conveyance, and the successor owner does not execute a written assumption of the Agreement acceptable to Contractor within fifteen (15) days of Contractor’s request;

C.  Owner fails to provide access to the Property for performance of the Work for a period exceeding thirty (30) consecutive days, other than during an agreed suspension or Force Majeure Event;

D.  Owner fails to maintain required property insurance covering the Property and improvements;

E.  Owner fails to approve necessary selections, decisions, or Change Orders required for Contractor to proceed with the Work, and such failure continues for more than fifteen (15) business days after Contractor’s written request;

F.  Owner becomes insolvent, files for bankruptcy protection, makes an assignment for the benefit of creditors, or loses access to project funding necessary to complete the Work;

G.  The Property becomes unsafe for Contractor’s personnel due to conditions not caused by Contractor, and Owner fails to remedy such conditions within ten (10) business days of written notice; or

H.  Owner, Property Manager, tenants, or other separate contractors materially interfere with Contractor’s performance of the Work, and such interference continues for more than ten (10) business days after Contractor’s written notice.

Upon termination pursuant to this Section, Contractor’s rights to payment shall be governed by Article 14, Section V.

III.  Effect of Vacancy or Fire Damage. The Property being vacant, unoccupied, or temporarily unusable due to fire, casualty, or other damage shall not constitute abandonment by Owner or a basis for Contractor termination, provided that Owner continues to fulfill its payment, access, and cooperation obligations under the Agreement and has not otherwise breached the Agreement.

Article 10 — Lien Releases and Final Payment Affidavit

I.  Contractor’s Final Payment Affidavit. Upon request by Owner or Owner’s title company or lender, and concurrently with or promptly after receipt of final payment, Contractor shall execute and deliver to Owner a Final Payment Affidavit substantially in the form required by Section 713.06(3)(d), Florida Statutes, or in such other form as may be reasonably requested by Owner’s title company, certifying that all lienors have been paid in full or listing those lienors who have not been paid and the amounts due. Contractor makes no representation or warranty regarding the lien rights of any party other than Contractor.

II.  Owner’s Duty to Clear Title. IN THE EVENT CONTRACTOR RECORDS A CLAIM OF LIEN, OWNER SHALL, AT OWNER’S SOLE EXPENSE, EITHER (A) PAY THE LIEN IN FULL, (B) POST A BOND IN ACCORDANCE WITH SECTION 713.24, FLORIDA STATUTES, TO TRANSFER THE LIEN TO THE BOND, OR (C) OBTAIN A COURT ORDER RELEASING THE LIEN. OWNER SHALL NOT REQUIRE CONTRACTOR TO RELEASE OR SATISFY A LIEN UNLESS AND UNTIL ALL AMOUNTS DUE UNDER THE AGREEMENT, INCLUDING INTEREST, LATE FEES, AND LIEN-RELATED COSTS, HAVE BEEN PAID IN FULL.

III.  LIMITATION. THE PROVISIONS OF THIS ARTICLE ARE SUBJECT TO APPLICABLE LAW AND ANY DETERMINATION BY A COURT OR OTHER DECISION-MAKER. CONTRACTUAL RECOVERY OF LIEN-RELATED EXPENSES SHALL REMAIN SUBJECT TO JUDICIAL REVIEW AND APPLICABLE STATUTORY LIMITATIONS.

Article 11 — Insurance and Indemnification

I.  Contractor’s Insurance. Contractor shall maintain the following insurance coverages during the term of the Agreement:

A.  Commercial General Liability Insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate, covering bodily injury, property damage, and personal injury arising out of Contractor’s operations.

B.  Workers’ Compensation Insurance in accordance with Florida law, covering all employees, and Employer’s Liability Insurance with minimum limits of $1,000,000 per accident.

C.  Commercial Automobile Liability Insurance with minimum limits of $1,000,000 combined single limit, covering all owned, hired, and non-owned vehicles used in connection with the Work.

II.  Evidence of Insurance. Upon Owner’s request, Contractor shall provide Owner with a certificate of insurance evidencing the coverages required by this Article. Contractor’s insurance policies shall name Owner as an additional insured with respect to general liability arising out of Contractor’s performance of the Work, to the extent permitted by the policy.

III.  Owner’s Insurance. Owner shall maintain property insurance covering the Property and all improvements thereon. Owner’s property insurance shall be primary with respect to any damage to the Property or existing improvements, and Contractor shall not be liable for such damage except to the extent directly caused by Contractor’s negligence or willful misconduct.

IV.  Contractor’s Indemnity. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless Owner and Owner’s officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:

A.  Bodily injury or death of any person, or damage to tangible property, caused by the negligent acts or omissions of Contractor or its employees, agents, or subcontractors in the performance of the Work.

B.  Contractor’s breach of any representation, warranty, or covenant set forth in the Agreement.

C.  Contractor’s violation of applicable law in the performance of the Work.

Contractor’s indemnity obligations under this Section shall not apply to the extent that any claim, liability, damage, loss, or expense is caused by the negligence or willful misconduct of Owner or Owner’s separate contractors, agents, or employees.

v. Owner’s Indemnity. To the fullest extent permitted by law, Owner shall indemnify, defend, and hold harmless Contractor and its officers, members, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:

A.  Bodily injury or death, or damage to tangible property, caused by the negligence or willful misconduct of Owner, Owner’s employees, agents, tenants, or separate contractors.

B.  Owner’s breach of any representation, warranty, or covenant set forth in the Agreement.

C.  The presence of hazardous materials, mold, asbestos, lead paint, or other contaminants at the Property, except to the extent Contractor introduced such materials.

D.  Any claims by tenants, property managers, or third parties arising from Owner’s failure to provide notice, obtain consents, or coordinate access.

Article 12 — Warranties and Limitations

I.  Contractor’s Warranty. Contractor warrants that all Work performed under the Agreement shall be performed in a professional and workmanlike manner in accordance with applicable industry standards and shall be free from defects in workmanship for a period of twelve (12) months from the date of Substantial Completion of the Work, or the applicable building, unit group, or project phase (“Warranty Period”). This warranty does not cover:

A.  Damage caused by Owner, tenants, or third parties after Substantial Completion.

B.  Normal wear and tear or deterioration.

C.  Damage resulting from Owner’s failure to perform recommended maintenance.

D.  Defects in materials, equipment, or components manufactured by third parties, which shall be covered solely by the manufacturer’s warranty, if any.

E.  Changes in color, texture, or sheen due to aging, lighting, fading, or environmental conditions.

F.  Conditions caused by events beyond Contractor’s control, including weather, acts of God, or Force Majeure Events.

II.  Warranty Claims. Owner shall notify Contractor in writing of any claimed warranty defect within the Warranty Period. Contractor shall have a reasonable opportunity to inspect the claimed defect and, if the defect is covered by this warranty, shall repair or re-perform the defective Work at no cost to Owner. Contractor’s obligation to repair or re-perform defective Work shall be Owner’s sole and exclusive remedy for breach of warranty.

III.  Manufacturer’s Warranties. Contractor assigns to Owner, to the extent assignable, any manufacturer’s or supplier’s warranties covering materials, equipment, or products incorporated into the Work. Contractor makes no warranty with respect to third-party products beyond those provided by the manufacturer.

IV.  DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE, CONTRACTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL IMPLIED WARRANTIES ARE HEREBY DISCLAIMED AND WAIVED TO THE FULLEST EXTENT PERMITTED BY LAW.

V. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR’S TOTAL AGGREGATE LIABILITY TO OWNER ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE CONTRACT AMOUNT ACTUALLY PAID BY OWNER TO CONTRACTOR. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VI.  Exceptions to Limitation. The limitation of liability set forth in Section V of this Article shall not apply to:

A.  Contractor’s obligations under Article 11 (Insurance and Indemnification).

B.  Liabilities arising from Contractor’s fraud, willful misconduct, or gross negligence.

C.  Contractor’s breach of confidentiality obligations, if any.

D.  Contractor’s infringement of third-party intellectual property rights.

Article 13 — Safety and Worksite Conditions

I.  Contractor’s Safety Obligations. Contractor shall be solely responsible for safety precautions and programs related to the performance of the Work and shall comply with all applicable federal, state, and local safety laws, regulations, and standards, including OSHA requirements. Contractor shall ensure that its employees, agents, and subcontractors utilize appropriate safety equipment and follow safe work practices.

II.  Owner’s Safety Obligations. Owner shall ensure that the Property is free from unsafe conditions not created by Contractor and shall promptly notify Contractor of any known hazards or dangerous conditions at the Property.

III.  Accidents and Injuries. Contractor shall immediately notify Owner of any accident, injury, or property damage occurring at the Property in connection with the Work. Contractor shall prepare and file all required accident reports and shall cooperate with any investigation.

Article 14 — Documentation and Owner Approval

I.  Progress Photos. Contractor may, but is not obligated to, take photographs documenting the condition of the Property before, during, and after performance of the Work. Such photographs may be used by Contractor for record-keeping, warranty documentation, marketing, or other business purposes.

II.  Owner Walkthrough and Acceptance. Upon Substantial Completion of the Work or of any separately completed building, unit group, or project phase, Contractor shall notify Owner and request a final walkthrough. Owner or Owner’s Representative shall conduct a walkthrough within three (3) business days of Contractor’s notice. Owner shall prepare a punchlist of any incomplete or defective items that are covered by the Scope of Work. Contractor shall complete punchlist items within a reasonable time, and Owner shall conduct a final inspection and provide written acceptance upon satisfactory completion. Minor punchlist items remaining in one building, unit group, or project phase shall not delay Owner’s acceptance, final payment, or commencement of the warranty period for other buildings, unit groups, or project phases that have achieved Substantial Completion and for which no material punchlist items remain.

III.  Deemed Acceptance. If Owner fails to conduct a walkthrough or provide a punchlist within five (5) business days of Contractor’s notice of Substantial Completion, the Work or the applicable building, unit group, or project phase shall be deemed accepted, and final payment for that building, unit group, or project phase shall become due.

IV.  Owner Approvals. Where the Contract Documents require Owner to approve colors, finishes, materials, or other selections, Owner shall provide such approval or make such selections within three (3) business days of Contractor’s request. Failure to timely approve or select shall constitute approval of Contractor’s recommendation or selection.

Article 15 — Cleanup

I.  Daily Cleanup. Contractor shall maintain the work areas in a reasonably clean and orderly condition during performance of the Work and shall remove debris and construction waste on a regular basis.

II.  Final Cleanup. Upon completion of the Work, Contractor shall remove all tools, equipment, surplus materials, and debris from the Property and shall leave the work areas in broom-clean condition. Final cleanup does not include cleaning of surfaces or areas outside the immediate work area, removal of pre-existing debris or materials, or cleaning services beyond standard construction cleanup.

Article 16 — Term and Termination

I.  Term. The Agreement shall commence on the Effective Date and shall continue until the Work is completed and final payment is made, unless earlier terminated in accordance with this Article.

II.  Termination for Cause by Contractor. Contractor may terminate the Agreement immediately upon written notice to Owner in the event of any of the following:

A.  Owner’s failure to make any payment when due, which failure continues for more than ten (10) days after written notice to Owner, provided such failure is not caused by a Force Majeure Event.

B.  Owner’s material breach of any other term of the Agreement, which breach is not cured within ten (10) days after written notice from Contractor.

C.  Owner’s insolvency, bankruptcy, assignment for the benefit of creditors, or appointment of a receiver or trustee.

D.  Abandonment of the Property or cessation of Owner’s use of the Property for a period exceeding thirty (30) days without prior written notice to Contractor, provided that temporary vacancy due to fire, casualty, or restoration work shall not constitute abandonment if Owner continues to fulfill its obligations under the Agreement.

E.  Owner’s interference with Contractor’s performance of the Work, failure to provide access, or failure to cooperate as required by the Agreement.

F.  Any of the conditions set forth in Article 9, Section II, if applicable.

III.  Termination for Cause by Owner. Owner may terminate the Agreement for cause upon written notice to Contractor in the event of any of the following:

A.  Contractor’s material breach of the Agreement, which breach is not cured within ten (10) days after written notice from Owner.

B.  Contractor’s abandonment of the Work for a period exceeding ten (10) consecutive days without justification or prior notice to Owner.

C.  Contractor’s insolvency, bankruptcy, or assignment for the benefit of creditors.

D.  Contractor’s repeated failure to perform the Work in accordance with the Contract Documents despite prior written notice.

IV.  Termination for Convenience by Owner. Owner may terminate the Agreement for convenience at any time upon five (5) business days’ written notice to Contractor. In the event of termination for convenience, Owner shall pay Contractor for all Work performed through the date of termination, all materials ordered or delivered, all costs incurred in demobilization and termination of subcontracts, and a reasonable allowance for overhead and profit on the Work performed.

V. Payment Upon Termination. Upon any termination of the Agreement, Owner shall pay Contractor within ten (10) business days:

A.  All amounts due for Work performed through the date of termination, including labor, materials, and equipment costs.

B.  The cost of materials ordered or delivered but not yet incorporated into the Work, provided Contractor transfers such materials to Owner.

C.  All demobilization costs, costs of terminating subcontracts, and other costs incurred by Contractor as a result of the termination.

D.  Contractor’s overhead and profit on Work performed through the date of termination.

E.  All accrued interest, late fees, and collection costs due as of the termination date.

Contractor shall have a lien on all materials, equipment, and Work performed to secure payment of amounts due upon termination.

VI.  Effect of Termination. Termination of the Agreement shall not relieve either Party of any obligation or liability accrued prior to the effective date of termination, including Owner’s obligation to pay amounts due and Contractor’s warranty obligations for completed Work. Articles relating to payment, indemnification, insurance, dispute resolution, governing law, and other provisions that by their nature should survive termination shall survive.

Article 17 — Force Majeure

I.  Force Majeure. Neither Party shall be liable for delays in performance or failure to perform its obligations under the Agreement to the extent such delay or failure is caused by a Force Majeure Event. The affected Party shall promptly notify the other Party in writing of the Force Majeure Event, the anticipated duration of the delay, and the steps being taken to resume performance.

II.  Extension of Time. Performance deadlines shall be extended by the duration of the Force Majeure Event plus a reasonable period for remobilization and resumption of performance. If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the Agreement upon written notice, and Owner shall pay Contractor for all Work performed and costs incurred through the date of termination in accordance with Article 16, Section V.

Article 18 — Dispute Resolution

I.  Good-Faith Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation, or validity thereof (a “Dispute”), the Parties shall first attempt in good faith to resolve the Dispute through direct negotiation between authorized representatives of each Party. Either Party may initiate negotiations by providing written notice to the other Party describing the Dispute. The Parties shall meet and confer within ten (10) business days of such notice and shall negotiate in good faith for a period of not less than twenty (20) days.

II.  Mediation. If the Parties are unable to resolve the Dispute through good-faith negotiation within the time period specified in Section I, either Party may submit the Dispute to mediation. The Parties shall jointly select a mediator within ten (10) business days after either Party’s written request for mediation. If the Parties cannot agree on a mediator, either Party may request that a mediator be appointed by the American Arbitration Association or a Florida circuit court. Mediation shall take place in Hillsborough County, Florida. The costs of mediation, including the mediator’s fees, shall be shared equally by the Parties. Each Party shall bear its own attorneys’ fees and costs incurred in connection with mediation.

III.  Litigation. If the Dispute is not resolved through mediation within sixty (60) days after the first mediation session, or if either Party declines to participate in mediation, either Party may pursue any available legal or equitable remedies in a court of competent jurisdiction. Notwithstanding the foregoing, the provisions of Article 4, Section VII of the Agreement (Carveout for Lien, Bond, Collection, and Emergency Relief) shall apply, and Contractor may exercise the rights set forth therein without prior negotiation or mediation.

Article 19 — Miscellaneous Provisions

I.  Independent Contractor. Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Owner. Contractor shall have sole control over the manner and means of performing the Work, subject to the requirements of the Contract Documents. Contractor shall be solely responsible for all taxes, withholdings, and other statutory or contractual obligations relating to Contractor’s employees and subcontractors.

II.  Subcontractors. Contractor may engage subcontractors and suppliers to perform portions of the Work. Contractor shall be fully responsible for the acts and omissions of its subcontractors and suppliers. Owner shall have no contractual relationship with, and no obligation to pay, any subcontractor or supplier.

III.  Assignment. Neither Party may assign, transfer, or delegate its rights or obligations under the Agreement without the prior written consent of the other Party, except that Contractor may assign payment due under the Agreement to a lender or factor without Owner’s consent. Notwithstanding the foregoing, the provisions of Article 3, Section VI of the Agreement (Property Sale, Refinancing, and Change of Management) shall apply, and Owner’s obligations shall survive any sale, transfer, refinancing, or management change as set forth therein. Any attempted assignment in violation of this Section shall be null and void.

IV.  Waiver. No waiver of any provision of the Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No failure or delay by either Party in exercising any right, power, or remedy under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

V. Severability. If any provision of the Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be reformed or construed to give it the maximum enforceable effect consistent with the Parties’ intent.

VI.  Headings. Article and section headings are for convenience only and shall not be used to interpret or construe the provisions of the Agreement or these Terms and Conditions.

VII.  Survival. The provisions of the Agreement and these Terms and Conditions relating to payment, indemnification, insurance, limitation of liability, warranties, dispute resolution, governing law, attorneys’ fees, and confidentiality (if applicable), and any other provisions that by their nature should survive termination or completion of the Work, shall survive the termination or expiration of the Agreement.

VIII.  No Third-Party Beneficiaries. The Agreement is entered into solely for the benefit of the Parties and their respective successors and permitted assigns. Nothing in the Agreement, express or implied, is intended to confer any rights or remedies upon any person or entity other than the Parties and their successors and permitted assigns.

IX.  Time. Time is of the essence with respect to all payment obligations under the Agreement. Time is not of the essence with respect to performance deadlines unless otherwise expressly stated in writing.

X.  Further Assurances. Each Party shall execute and deliver such further documents and instruments and take such other actions as may be reasonably necessary or appropriate to carry out the intent and purposes of the Agreement.

XI.  Publicity and Marketing. Contractor may include photographs and descriptions of the Work in Contractor’s marketing materials, website, portfolio, and proposals to other clients, provided that Contractor does not disclose confidential business or financial information of Owner without Owner’s prior written consent.

XII.  Compliance with Laws. Each Party shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations in the performance of its obligations under the Agreement.