Vision Corporation Construction Terms

Contract Terms and Conditions

Table of Contents

Terms and Conditions......................................................................................................................................................2

I. Definitions ..........................................................................................................................................................2
1. Definitions: The Contract Documents ........................................................................................................2
II. Project Requirements ........................................................................................................................................2
1. Statement of the Work ................................................................................................................................2
2. Architect ......................................................................................................................................................3
3. Time of Commencement & Completion ....................................................................................................3
III. Contract Sum & Payments ...............................................................................................................................4
1. Contract Sum ..............................................................................................................................................4
2. Applications for Payment ...........................................................................................................................5
3. Payment ......................................................................................................................................................5
IV. Warranties & Covenants ..................................................................................................................................6
1. Contractor's Representations, Warranties and Covenants ..........................................................................6
2. Interpretation of Contract Documents ........................................................................................................7
3. Warranty and Guarantee .............................................................................................................................7
4. Other Provisions .........................................................................................................................................8

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Terms and Conditions

I. Definitions

1. Definitions: The Contract Documents

a. The capitalized terms used herein shall have the meanings set forth in the General Conditions unless a specific
definition therefore is provided herein. Unless otherwise specified, references herein to numbered Articles and
paragraphs are to those in this Agreement.
b. The Contract Documents consist of this Agreement, the General Conditions, Special Conditions, Schedule of
Work (Owner's form only or as provided below), Accepted Proposal (Owner's form only), Specifications,
Drawings, Addenda, approved shop drawings, modifications and other directives from Owner to the Contractor
issued under any provision of any of the foregoing documents. The Contractor hereby represents that he has
examined all such documents and is familiar with same. These documents are hereinafter referred to as the
"Contract", and all are as fully a part of the Contract as if attached to this Agreement or repeated herein. Any
proposal, other than an accepted proposal on Owner's form only, attached to or referred to in this Contract is for
information only; the terms of this Contract shall supercede and control over any conflicting terms contained in any
such attached proposal.
c. The term "General Conditions" as used in the Contract Documents shall mean the document entitled "[@
Organization @] General Conditions of the Contract of Construction."
d. The term "Project Manager" as used in the Contract Documents shall mean the person designated by Owner to
be its representative.
e. The term "Schedule of Work" as used in the Contract Documents shall mean the schedule of work required to be
supplied;

(1) By the General Conditions, 4.15, which has been approved by the Owner, OR
(2) By the Invitation to Bidders, which has been approved by the Owner.

II. Project Requirements

1. Statement of the Work

a. The Contractor shall provide and pay for all materials, tools, equipment, labor and professional and non-
professional services, and shall perform all other acts and supply all other things necessary to fully and properly
perform and complete the project.
b. The Work shall include related facilities described in the Contract Documents, including all Work expressly
specified therein and such additional Work as may reasonably be inferred there from, saving and excepting only
such items of Work as are specifically stated in the Contract Documents not to be the obligation of the Contractor.
The term "Work" means the totality of the obligations imposed upon the Contractor by the preceding sentence and
by all other provisions of the Contract Documents, as well as the structures to be built and the labor to be performed.
c. Work called for in the plans and not mentioned in the specifications, or vice versa, shall be performed as though
fully set forth in both. Work not particularly detailed, marked or specified shall be the same as similar parts that are

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detailed, marked or specified.

d. Contractor shall immediately inform Owner of any defects, suspected defects and/or inconsistencies in the
plans and specifications or in any work by others affecting the Work which come to Contractor's attention. If there
is any conflict between the terms of the Contract Documents including, without limitation, the descriptions of the
Work contained therein or typographical errors and drawing notational errors, or any conflict between the Contract
Documents and applicable government laws or rules, Contractor must immediately, but in no event later than forty-
eight (48) hours after learning of the inconsistency, bring the conflict to the attention of Owner. Owner will issue
instructions as to how to proceed. Provided Owner has approved any corrective work required to repair any design
defect, the cost of any such corrective work, as between Owner and Contractor, shall be Owner's responsibility.
If the Contractor proceeds with the Work based upon such error or conflict in the Contract Documents without
approved instructions from the Owner, Contractor shall be responsible for any costs, expenses or damages related
thereto.
e. All Work rendered necessary in consequence of the performance of any part of the Work herein agreed upon or
reasonably inferable from the Contract Documents shall be deemed to be included in and shall form a part of this
Agreement, although not mentioned herein, and no additional payment shall be made to the Contractor for same.

2. Architect
The Architect for the Project (as defined in Article 2 of the General Conditions) is [@ Architect Name @] whose
address is [@ Architect Address @].

3. Time of Commencement & Completion

a. The Contractor shall commence the Work promptly upon receipt of a written Notice to Proceed from Owner
and shall substantially complete the same as soon as good practice and due diligence will permit, but in no event
later than [@ Time of Commencement @] calendar days from the date stated in the Notice to Proceed (such period
of time being hereinafter referred to as the "Contract Time"), time being of the essence in this Agreement.
b. In the event that the progress of the work is not maintained on schedule by the Contractor in accordance with
the Schedule of Work approved by Owner or in the event the work is not completed within the time above
specified, Owner may, without limiting any other rights or remedies available to the Owner, take the actions and
enforce the rights granted to it.
c. If the Project is not substantially completed on the date set forth in the Contract Documents, Contractor agrees
that, because of the nature of the improvements, the inability of the parties to precisely calculate actual damages for
delay and the impossibility of determining these damages, the Contractor (and its surety, if any) shall be liable for
and shall pay to the Owner, the sums hereinafter stipulated as fixed, agreed and liquidated damages, and not as a
penalty, for each calendar day of delay until the Work is substantially completed: Two Dollars ($2.00) per One
Thousand Dollars ($1,000.00) of the final Contract Sum.
d. The amounts set forth in Article 'C' above shall in no event be considered a penalty, being intended to cover
losses which may be incurred by the Owner. Contractor shall promptly pay such liquidated damages to Owner;
further, Owner shall have the right, in its sole discretion, to sums to which Owner would be entitled under the
provisions of Article 'C' above, from any monies which otherwise would be due and payable under the Contract
Documents to Contractor. Contractor specifically grants to Owner a right of setoff for liquidated damages for
any monies due to Contractor under the terms of the Contract Documents or under the terms of any other contract

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between Owner and Contractor.

III. Contract Sum & Payments

1. Contract Sum
a. Provided that the Contractor shall strictly and completely perform all of its obligations under the Contract
Documents and subject only to additions and deductions by Change Order as provided in the General Conditions;
Owner shall pay to Contractor, at the times and in the installments hereinafter specified, the sum of $ [@ Contract
Sum @] (such sum being herein­after called the "Contract Sum"), to cover Contractor's profit, general
overhead and all costs and expenses of any nature whatsoever incurred by the Contractor in connection with the
performance of the Work, including, but not limited to, all overtime, shift work, weekend, and holiday work not
otherwise requested by Owner.
b. Payments will be made as provided hereafter with ten percent (10%) retainage being held from each payment,
which retainage may include an amount to insure payment of Contractor's Federal and State withholding tax
obligations. The retainage will be released within thirty (30) days after acceptance of the Work by the Owner and
submission to Owner of all forms and plans required by Contract Documents, subject to any right of setoff as
provided for elsewhere in the Contract Documents
c. Included in the Contract Sum is the amount of One Thousand Dollars ($1,000.00) in consideration for those
provisions contained in the Contract Documents which provide for indemnity, hold harmless and/or guarantee to
Owner, the Architect and affiliated companies of each, as well as the officers, agents and employees of each,
whereby any such person is granted indemnification from liability for damages to persons or property caused in
whole or in part by an act, omission or default of the Contractor or Contractor's subcontractors, material suppliers
or employees arising from the Contract or its performance. The said consideration for such indemnification is paid
to the Contractor by Owner on behalf of Owner, the Architect, related and affiliated companies of each of the
foregoing, and the officers, agents and employees of each of the foregoing, and is allocated to and shall be deemed
to have been paid out of the first installments of the Contract Sum payable hereunder.
d. Additional Work, unit prices: Any additions or deletions from the Contract Price shall be calculated on the cost
of the Work plus appropriate percentages; such sums shall not exceed the guaranteed maximum prices set forth,
which shall be good for the duration of the project. The unit prices set forth are fully burdened rates inclusive of
payroll taxes, insurance, overhead and profit.
e. Additional Work: The Contractor agrees that a single percentage for the overhead and profit of items not
defined by unit prices, shall be applied on additional and/or extra work required to be performed by:
(1) Contractor's own forces - 15% for overhead and profit
(2) Contractor's subcontractors - 10% for overhead and profit on subcontracted work. General Contractor -
10% for overhead & profit.
f. Omitted Work: The Contractor agrees that a single percentage for its overhead and profit of items not defined
by unit prices, shall be applied on omitted work originally required to be performed by:
(1) Contractor's own forces – In a percentage as determined from Contractor's actual Overhead & Profit as
established in the Contract Documents.
(2) Contractor's subcontractors - In the percentage as set forth in paragraph 'E' above.
g. Owner, at its sole option, may pay any amounts owing to Contractor under this Agreement by means of joint

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checks drawn jointly in favor of Contractor and any person furnishing any labor, materials, equipment, tools,
machinery, supplies or transportation in connection with the Work. Any amounts so paid shall be deducted from
any amounts owing to Contractor under this Agreement.
h. To the extent not otherwise specifically identified in writing pursuant to the Notice provisions of the Contract
Documents, the acceptance by Contractor of any payment shall operate as, and shall be, a release of Owner from
all claim and liability to Contractor for anything done, or furnished for, or relating to, the Work, or for any act or
neglect of Owner relating to or affecting the Work hereunder through the date of acceptance of said payment.
i. Owner shall have the right to withhold an amount equal to two (2) times the estimated cost of all incomplete or
defective Work or disputed claims until such time as the incomplete or defective Work is corrected and accepted by
Owner or the claims are resolved to the Owner's satisfaction.
j. No payment by Owner shall be construed as performance by Contractor of this Agreement, either in whole or
in part, nor shall it be construed as an approval or acceptance of defective Work or Work failing to comply with this
Agreement, or of any items in any requisition made or bill rendered; further, no payment by Owner shall constitute
a waiver of any of Owner's rights under the terms of any applicable guarantees or with respect to unsettled liens.
k. The Contract Sum may be increased only by written change order signed by both parties hereto with the same
formality as the signatures below. The Contract Sum is intended to include all increases in cost, foreseen or
unforeseen, including, without limiting the generality of the foregoing, taxes, labor, materials, and transportation
costs, all of which are the sole responsibility of Contractor.

2. Applications for Payment

a. At the times required below, the Contractor shall deliver to Owner the Contractor's "Application for
Payment" on Owner's standard forms, fully completed, signed by the Contractor and notarized, showing in detail
all monies payable to the Contractor, less ten percent (10%) retainage, and providing the other information, lien
waivers and indemnifications required therein.
b. Depending on the length of the Contract Time, Applications for Payment shall be submitted as follows:
(1) If the Contract Time is less than thirty (30) days, Contractor shall submit only one Application for
Payment, which shall be Contractor's "Final Application for Payment," said Application to be made upon
substantial completion.
(2) If the Contract Time is greater than thirty (30) days but less than sixty (60) days, Contractor shall submit
two (2) Applications for Payment, the first at completion of fifty percent (50%) of the Work and the Final
Application for Payment upon substantial completion.
(3) If the Contract Time is greater than sixty (60) days, then the Contractor shall submit Applications for
Payment on or before the fifteenth (15th) day of each calendar month.
The above required submission dates are hereinafter called the "Payment Application Date."

3. Payment
a. Based upon the Contractor's Application for Payment pursuant to the General Conditions, Owner shall make
progress payments to the Contractor on account of the Contract Sum, less ten percent (10%) retainage, except for
final application to which paragraph 'b' shall apply. Such payments shall be mailed on or before thirty (30) days
after receipt of Contractor's Application for Payment; provided, however, that Owner shall have no obligation to

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make payment as aforesaid if Contractor does not submit to Owner, with its Application for Payment, a schedule
of values, partial release of liens (on owners form only) and such documents to substantiate the amount owed as
Owner may reasonably require.
b. Final payment, constituting the entire unpaid balance of the Contract Sum shall be paid by Owner to the
Contractor within thirty (30) days after acceptance of the completed Work by the Owner and submission to Owner
of all forms and plans required by the Contract Documents. "Completed Work" as used herein shall mean
completion of all Work including those items on the punch list.
c. Contract Sum Breakdown: For the purpose of progress payment, a schedule of values must be submitted to the
Owner within ten days (10) of receipt of Contract and approved by Owner, to include cost of materials, freight,
installation. The contract sum breakdown must be provided on the Owner's approved form.

IV. Warranties & Covenants

1. Contractor's Representations, Warranties and Covenants

a. The Contractor hereby represents and warrants that:
(1) Contractor is duly licensed to observe and perform the terms, covenants, conditions and other provisions
on its part to be observed or performed hereunder; and
(2) Contractor is experienced and skilled in the construction and Work of the type described in or required by
the Contract Documents; and
(3) All equipment and materials used in connection with the Work shall be new (except if otherwise required
by the Specifications) and the equipment, the materials and the Work shall be of the best quality, free from faults
and defects and shall conform with the Plans and Specifications; and
(5) Contractor has, by careful examination, satisfied itself as to:
(i) The nature, location and character of the Job Site, including, without limiting same, the surface
conditions of the land and all structures and obstructions thereon, both natural and man-made, surface water
conditions of the Job Site and the surrounding area and, to the extent pertinent to the Work, all other subsurface
conditions;
(ii) The nature, location and character of the general area in which the Job Site is located including, without
limitation, its climatic conditions, the availability and cost of labor and the availability and cost of materials, tools
and equipment;
(iii) The quality and quantity of all materials, supplies, tools, equipment, labor and professional services
necessary to complete the Work in the manner required by the Contract Documents; and
(iv) All other matters of things which, in the reasonable judgment of the Contractor, could in any manner
affect the performance of the Work.
b. The Contractor accepts the relationship of trust and confidence established between it and Owner by this
Agreement. It covenants with Owner to furnish its best skill and judgment and to cooperate with Owner in
furthering the interests of Owner and Architect. It agrees to furnish efficient business administration and
superintendence and to use its best efforts to furnish at all times an adequate supply of workmen, equipment, tools,
and materials, and to perform the Work in the best and soundest way and in the most expeditious and economical
manner consistent with the best interests of Owner and Architect.
c. The Contractor shall supervise and direct the Work, using his best skill and attention. He shall be solely
responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all

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portions of the Work under the Contract.

d. The Contractor shall be responsible to the Owner and the Architect for the acts and omissions of Contractor's
employees and all his subcontractors and their agents and employees and other persons performing any of the Work
under a contract with the Contractor.
e. Neither observations nor inspections, tests or approvals by persons other than the Owner or Architect shall
relieve the Contractor from his obligations to perform the Work in accordance with the Contract Documents.
f. The Contractor 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 work assigned to him.
g. The Contractor shall protect the Owner's property from injury or loss arising in connection with these Contract
Documents. He shall make good any such damage, injury, or loss, except that which may be directly due to errors in
the Contract Documents, or caused by agents or employees of the Owner. He shall adequately protect adjacent
property, as provided by the law, and shall provide guard fences, lights and other facilities for the protection
required by public authority or local conditions.
h. Until acceptance of the Work by the Owner, it shall be under the charge and care of the Contractor, and he
shall take every reasonable precaution against injury or damage to the Work.
i. The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at
the Job 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 employed by the Contractor
. Owner shall have the right, at any time and in its sole discretion, to require Contractor to remove a
superintendent or assistant from the project. The superintendent shall represent the Contractor, and all
communications given to the superintendent shall be as binding as if given to the Contractor.

2. Interpretation of Contract Documents

a. The Contract will be construed, interpreted and enforced in accordance with the Laws of the State of Florida
without regard to conflicts of law.
b. Entire Agreement: The Contract constitutes the final, complete and exclusive statement of the terms of the
agreement between the parties and supercedes all prior and contemporaneous understandings or agreements between
them. The Contract may be amended or modified by the mutual agreement of the parties if in writing and signed by
the parties.

3. Warranty and Guarantee

The Contractor hereby warrants to the Owner that the Work and all parts of the Work furnished and installed
under this contract are free from defects in material and workmanship, will conform to the requirements of the
Contract Documents, will be fit for the purpose expressed or reasonably inferred from the Contract Documents, and
will continue in service, operation, or use, without repairs, replacements or other expenditures on account of defects,
for so long as such parts could reasonably be expected to continue in service, operation, or use. In addition to the
warranties listed herein, Contractor guarantees for a period of one (1) year from the date of the Final Acceptance of
the Work by the Owner, to repair or replace any materials developing such defects, together with any adjacent
structures or facilities displaced or damaged by so doing, or that may have been damaged as a result of such defects,
upon notification by Owner. All such repairs and/or replacements shall be performed in accordance with the
Contract Documents at no cost to the Owner. In the event Owner requests Contractor to perform such guarantee
work as herein provided and Contractor does not commence to perform within ten (10) days after such request,

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Owner may, at its option, cause such corrective work to be done by others and charge the Contractor with the cost
thereof.
The warranties stated herein are in addition to all manufacturers' warranties received by Contractor and warranties
implied by law. No provision in the contract will be held to limit the scope or length of the warranties stated herein
or otherwise limit the Owner's right to seek remedies for warranty claims within applicable limitation of actions
periods.

4. Other Provisions
a. All Change Orders to the Contract Documents, including the Drawings and Specifications must be approved, in
writing, by the Owner's Project Manager.
b. The Owner has submitted building plans to necessary governmental agencies for review and approvals.
Contractor shall assist Owner to cause building permits to be issued in Contractor's name.
c. Contractor agrees it shall be responsible for recording a Notice of Commencement in the Public Records of the
County in which the project is located in those states requiring same. Owner shall prepare and forward to
Contractor the completed Notice of Commencement, together with any attachments required by law. In the event
the Contractor fails to properly and/or timely record the Notice of Commencement, Contractor shall indemnify
and hold harmless Owner, its parent company, its subsidiary, related and affiliated companies, and its officers,
agents and employees, from and against any and all claims, damages, losses and expenses whatsoever, including
attorney's fees at all trial and appellate levels and all arbitration and mediation proceedings arising directly or
indirectly out of or resulting from the Contractor's failure to fully perform its obligations herein.
d. Contractor does ( ) /does not (X) qualify as a minority contractor under Federal Law.
e. In the event Owner is leasing the real property or space where the Work is to be performed, any provisions of
the Owner's lease pertaining to or controlling the Work shall be included in the Specifications (Division 0), labeled
"Lease Provisions", and incorporated herein by reference. Contractor shall be responsible to abide by all
obligations of Tenant or Lessee (as the case may be) contained in the Lease Provisions which pertain to or control
the Work.
f. In the event the Contractor chooses not to utilize the schedule form outlined in the bid documents by the Owner
, two (2) copies of the approved construction schedule with an equivalent duration or less is to be provided by the
Contractor to the Owner along with the executed Contract. A Certificate of Insurance is also to be provided with the
Contract.
g. The Contractor will provide the Owner with a certified foundation location survey by no later than submission
of the second Application for Payment.
h. Any legal notices to owner shall be sent to the address on page one of this contract; ATTN.: Construction
Department with a copy to the same address, ATTN.: Law Department.
i. The Contractor agrees that he will not, without the prior written approval of the Owner, (a) publicize the fact
that the Owner has entered into this Agreement, or (b) disclose, confirm or deny any details of this Agreement. The
Contractor agrees that he will not use the Owner's name in connection with the Contractor's publicity with
respect to the Project without the prior review and written approval in each instance by the Owner. The Contractor
shall also insert the terms of this provision in all contracts and/or agreements executed in connection with the
services to be performed under this Agreement and shall pass such provision to his subcontractors under such
contracts and/or agreements.
j. Notwithstanding the fact that this Agreement is executed as of the date first set forth above, the parties recognize
that a portion of the Work may have been performed prior to such date, all of which Work shall be governed by the

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terms and conditions of the Contract Documents and shall be deemed to be a part of the Work. Contractor shall not
be entitled to any compensation for such prior activities and services except as expressly provided herein. Without
limiting the foregoing, all of Contractor's liabilities and obligations to Owner hereunder shall apply to all work and
services provided by Contractor for the Project prior hereto, notwithstanding the fact that such work or services
may have been performed prior to the date hereof pursuant to prior negotiations, representations, agreements,
understandings or otherwise.
k. Each party hereto acknowledges that (1) each party hereto is of equal bargaining strength, (2) each such party
has actively participated in the drafting preparation and negotiation of this Agreement, (3) each such party has had
the opportunity to consult with such party's attorneys and advisors relative to entering into this Agreement, and (4)
any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in
the interpretation in this Agreement, any portion hereof, any amendments hereto, or any exhibits attached hereto.

Signatures

Buyer Supplier

(Authorized Representative Signature) (Authorized Representative Signature)

Name Name

(Title) (Title)

(Date) (Date)

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