IBT1 Sept 23 Board Meeting Packet

in any number of counterparts with the same effect as if all parties hereto had signed the same document. All
such counterparts shall be construed together and shall constitute one instrument.

20. Notice. Written notice shall be deemed to have been duly served if delivered in person to the Contractor
or the Association or shall be deemed to have been duly given on the date said notice was mailed by United

States Certified Mail, Return Receipt Requested, postage prepaid, and addressed as follows (or to such other
address as any party may specify by notice to all other parties as aforesaid):

For Association: For Contractor:
DO BE DETERMINED
Iconbrickell Condominium No. One Association, Inc.
465 Brickell Avenue, Suite 202
Miami, Florida 33131

21. FLORIDA HOMEOWNERS' CONSTRUCTION RECOVERY FUND. PAYMENT MAY BE AVAILABLE
FROM THE FLORIDA HOMEOWNERS' CONSTRUCTION RECOVERY FUND IF YOU LOSE MONEY ON A

PROJECT PERFORMED UNDER CONTRACT, WHERE THE LOSS RESULTS FROM SPECIFIED
VIOLATIONS OF FLORIDA LAW BY A LICENSED CONTRACTOR. FOR INFORMATION ABOUT THE
RECOVERY FUND AND FILING A CLAIM, CONTACT THE FLORIDA CONSTRUCTION INDUSTRY

LICENSING BOARD AT THE FOLLOWING TELEPHONE NUMBER AND ADDRESS:

CONSTRUCTION INDUSTRY LICENSING BOARD
1940 North Monroe Street
Tallahassee, Florida 32399

Telephone (850) 487 1395

22. CHAPTER 558 NOTICE OF CLAIM. THE ASSOCIATION AND CONTRACTOR HAVE AGREED THAT

THE REQUIREMENTS SET FORTH IN CHAPTER 558, FLORIDA STATUTES DO NOT APPLY TO THIS
AGREEMENT.

23. ENTIRE AGREEMENT. This Agreement represents the entire Agreement between the parties and shall
supersede and replace any other prior agreement entered into between the respective parties, either oral or

written. In the event of a conflict between the provisions of the attached Exhibits, the provisions of this
Agreement shall control. To the extent of any conflict that may arise among provisions of the Agreement
Documents as to the standards of care governing the Contractor’s performance of the Work, the more

stringent standard shall apply.

THIS AGREEMENT is executed the day and year first above written.

Witnesses:

ICONBRICKELL CONDOMINIUM NO. ONE
ASSOCIATION, INC.

Witnesses: By:
Print Name:
Title:

CONTRACTOR

By:
Print Name:
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Title:
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Flooring Vendors Reference Check

Name of Building + What project did you How would you describe the Did you establish a timeline for the Did the vendor incur How would you describe When product/materials arrived, On a scale of 1-5,
Contact Name use the vendor for? vendors general workmanship and project? And if so, did the vendor any penalties or communication with the were they in line with your how likely are you
successfully meet your timeline? Did expectations? Were samples to recommend this
professionalism? Was the end reduction in original vendor?
product in line with your they show up on time? project cost due to provided prior to the start of the vendor?
violations, damages or project?
organizations expectations? any other issue? 5

IBT2 - Assistant Manager - Lobby White Tile Overall, professional. Contractors No timeline established in advance, Good communicators. Worked
were professional they showed up daily on time and No with Maintenance Supervisors Yes
Dominique Installation worked quickly.

Floors by Design Merrick Park Apartments Hallway Project - Carpet Absolutely. They are professional
and arrive to site on time. Project
Immaculate Flooring - Christine Rotger, Procurement and They provided samples and they
was consistently monitored to matched.
East Coast Flooring and Regional Manager Replacement avoid the need for a punch list Yes and Yes No Excellent 5
Interiors Yes and Yes- we have placed several No 5
Lobby Tile Polishing, process last minute requests and they have No 5
Ace Flooring Vendor is professional, techs show always delivered
Luxury Interiors of Fl Ground Level Floor up to site on time and generally Very well, calls or emails if
Chigin Plumbing behave well Yes, and the vendor followed each one missed are returned same day N/A
MK - IBT1 Finishing Highly professional, employees
respectful of common areas,
Common area and unit flexible scheduling, great response They respond in a timely yes
tile flooring time manner
Ocean Club Key Biscayne replacements

ACN Financial - Porcelain They do a nice job. Quality of work Vendor is provided with a schedule They provide samples. We have a
submittal process using architects and
John Project Manger - Tile, Vinyl Flooring and is great. End product is line with which requires flexibilty on the part of Fine - they are great to work wit all details are approved by ownership.
Butler Construction
Carpet installation expectations the sub, they always meet the deadline No 5
Dean Dorsey - Senior 5
Director of Engineering, Outstanding - Dean wouldn't use timelines to ensure the needs of the
Adrian Arsht Center
anyone else. They provide high business is met. We have provided
Maha - Owner - Best
Interior quality work and keep me challenging timelines and they have Outstanding. They respond to

All Flooring Needs appraised of options. meet them each time. No emails same day. Yes

They work on schedules and they have Good communication - my

They are professional - their work not experienced any delays due to Ace office loves working with Edgar

Flooring Work matches our expectations Flooring No - he's hands on Yes

Daniel Villanueva - Tile Installation at 801 Worked with them for years. Their Yes- they meet the deadlines that we No Extremely responsive, they Yes 5
Project Manager South Brickell craftsmen are great and they do established. If we have had any delays, take ownership
Florida Construction great work. it was manufacture related and they
usually have a flexible schedule to
make up for it.

ELEVATOR LANDING TILE INSTALLATION AGREEMENT

THIS AGREEMENT is made and entered into this ____day of ______________________, 2019,
between ICONBRICKELL CONDOMINIUM NO. ONE ASSOCIATION, INC., a Florida Non Profit Corporation,
with a principal place of business located at 465 Brickell Avenue, Suite 202, Miami, Florida 33131 (hereinafter
referred to as "Association") and _________________________________, INC., a Florida Corporation, with a
principal place of business located at __________________________________ (hereinafter referred to as
"Contractor") for the removal and disposal of existing tile and procurement and installation of new tile in the
elevator landings (55 residential hallway elevator landings) of the Iconbrickell Condominium No. One located
at 465 Brickell Avenue, Miami, Florida 33131 (hereinafter referred to as the "Property"), in accordance with
the Agreement Documents, hereinafter defined.

That the Association and Contractor for the consideration hereinafter named, agree as follows:

1. Agreement Documents. In addition to this Agreement, the following documents shall comprise the
agreement documents ("Agreement Documents"):

(A) The Contractor’s Scope of Work, dated ______________________, 2019, consisting of
_________ pages, attached hereto and incorporated herein as Exhibit "A"; and

(B) The Contractor's Certificate of Insurance attached hereto and incorporated herein as Exhibit
"B".

(C) The Contractor’s License with the State of Florida and W9 Form from the Internal Revenue
Service as Exhibit “C”.

(D) Product Specifications for the tile and related materials necessary for installation as Exhibit
“D”.

(E) Warranties for all materials, including tiles, used by Contractor for installation of the Work as
Exhibit “E”.

(F) Contractor’s Warranty as Exhibit “F”.

(G) Payment and Performance Bonds as Exhibits “G”.

Any of the Agreement Documents not attached hereto are hereby incorporated by reference and shall be
deemed to be of the same force and effect as if actually attached hereto. The Agreement Documents shall be
interpreted together and in harmony with one another. However, in the case of conflict between this
Agreement and the other Agreement Documents, this Agreement shall control. The Contractor must call any
such conflict or discrepancy to the Association's attention, in writing, prior to executing this Agreement. In the
case of any conflict between the Agreement Documents regarding the obligations or responsibilities of
Contractor, whichever document imposes the greater obligation on the Contractor shall be controlling.

2. Scope of Work. The Contractor will provide all materials, supervision, labor, tools and equipment
necessary to complete the work in strict accordance with the Agreement Documents, and perform all work
that is reasonably inferable therefrom as being necessary to accomplish the intent of the Agreement
Documents, and as required by all applicable laws, ordinances and rules and regulations of any governing
authority. The work to be performed shall hereinafter be referred to as the "Work". As part of the Work, the
Contractor shall purchase and supply the requisite amount of white 24” x 24” glass tile tiles and materials as
approved by the Association and referenced herein which will be installed using _________________ with
__________” grout lines provided that the material allows for ________” grout lines. If the material does not
allow for a _____________” grout line then the tiles will be installed with a _______” grout line. The
estimated square footage per each residential hallway elevator landing is 238 sq. ft. The Work shall include
but is not limited to demolition of the existing tile, disposal of all debris, and surface preparation prior to

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installation in accordance with manufacturer’s requirements and compliance with all applicable laws and
ordinances. The Agreement further includes the Contractor’s removal and installation of base boards.

3. Time of Commencement and Completion. The Contractor shall commence the Work within five (5)
calendar days of receiving the tiles specified herein and shall complete the Work within _________ (___)
consecutive weeks from the date of commencement of the Work. Contractor acknowledges that the tile has
already been ordered and is available for immediate delivery to the project site. All Work shall be performed in
an expeditious manner subject to any authorized extensions of time as set forth in Article 11 of this
Agreement.

4. Agreement Sum. The Association shall pay the Contractor for the performance of the Work in
current funds the guaranteed lump sum of ______________________ Thousand ___________________
Dollars and __________ Cents ($__________________), inclusive of all taxes, licenses, materials,
warehousing, handling, delivery and fees. The Contractor shall be responsible for obtaining any permits that
may be required for the performance of the Work from any governing authorities having jurisdiction. The
Association shall reimburse Contractor for the processing fee and the actual cost of any required permits.

5. Payments.

A) Payments shall be made in accordance with the following schedule:

i. TO BE DETERMINED

ii. Final Payment in the amount of TO BE DETERMINED upon completion of all Work
subject to the provisions set forth below.

B) Final payment shall not be due until the Contractor has delivered to the Association, a complete
release of all liens and releases or waivers of lien from all lienors who have served a notice to owner to
Association arising out of this Agreement, a final contractor's affidavit pursuant to Section 713.06(2), Florida
Statutes, and a fully executed Manufacturer’s warranty provided the Work has been inspected and accepted
by the Association's Representative and any governmental authorities required to inspect the Work and all
permits have been closed. Final payment may be withheld on account of (1) defective work not remedied, (2)
claims of liens filed, (3) failure of the Contractor to make payments properly to subcontractors or for labor,
materials, or equipment, (4) failure to provide waivers of lien for all lienors giving notices, (5) damage to the
Property or to the real or personal property of any owners or tenants caused by Contractor, its subcontractors,
sub-subcontractors, materialmen or agents or any tier of their respective employee in which case a
reasonable estimated amount of such damages, to be determined by the Association’s Representative, shall
be withheld from Contractor’s payment until such damages are satisfactorily corrected; provided that should
Contractor fail to correct such damages within seven (7) calendar days of the Association providing written
notice of such damages, the Association shall be entitled to make such repairs and deduct the amount
incurred to repair such damages from the payment due to Contractor, (6) failure of the Work to progress
satisfactorily or according to schedule, (7) failure to carry out the Work in accordance with the Agreement
Documents or (8) the Work is not approved by the Association’s Representative or the appropriate
governmental authorities required to inspect the Work. The Association may, in accordance with Section
713.06, Florida Statutes, make all or any portion of final payment by check payable jointly to the order of
Contractor and any lienor giving timely notice, or may make such payment directly to such lienor and deduct
said payment from the sum due Contractor. No payments made under this Agreement shall be evidence of
performance of this Agreement, either wholly or in part, and no payment including final payment shall be
construed to be an acceptance of defective work or improper materials, nor shall use of the Work by the
Association constitute acceptance of the Work hereunder or any part thereof.

6. Association's Representative. _________________________ or such other individual as may be
subsequently designated by the Association shall be the Association's Representative during performance of
the Work and until issuance of the final payment and shall hereinafter be referred to as the "Association's
Representative". The Association's Representative shall at all times have access to the Work. The
Association's Representative will make periodic visits to the site to familiarize himself with the progress and
quality of the Work and to determine if the Work is proceeding in accordance with the Agreement Documents.

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Based on such inspections, the Association's Representative will determine the amount owing to the
Contractor and will issue certificates authorizing payment in accordance with Article 5 of this Agreement. No
issuance of a payment shall constitute an acceptance of any Work not in accordance with the Agreement
Documents. The Association's Representative will be, in the first instance, the interpreter of the requirements
of the Agreement Documents. They will make decisions on all claims and disputes between the Association
and the Contractor. The Association Representative’s decision as it relates to the following items shall be
final: interpretation and requirements of the Agreement Documents, conformance of Contractor's Work with
the Agreement Documents, all matters relating to artistic effect of the Work, and minor changes in the Work.
The Association's Representative will have authority to reject Work which does not conform to the Agreement
Documents. In such event, Contractor shall have forty-eight (48) hours to correct such Work to the
reasonable satisfaction of the Association's Representative.

7. Contractor’s Representative.

7.1 Contractor represents that it is a properly qualified and in good standing with the State of
Florida and is a corporation in good standing, organized and existing under the laws of the State of Florida.
Contractor further represents that it has read, examined and understands the pertinent Agreement
Documents and is well qualified and able to perform the Work; that it has a sufficient number of qualified
personnel to assure timely performance of this Work; that it has the proper tools and equipment to perform
this Work; and is financially capable of performing this Agreement; that all materials incorporated in the Work
will be new unless otherwise specified, and that all Work will be of first quality, free from faults and defects
and in conformance with the Agreement Documents. All Work not so conforming to these standards may be
considered defective. The Contractor shall supervise and direct the Work using its best skill and attention. All
Work shall be performed by craftsmen skilled in the trades and application of materials involved. The
Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs
in connection with the Work and shall comply with all OSHA regulations regarding job safety and all applicable
laws, ordinances, rules, regulations and orders of any public authority having jurisdiction for the safety or
persons or property.

7.2 The Contractor at all times shall keep the Property free from accumulation of waste materials
or rubbish caused by its operations. At the completion of the Work for each floor, Contractor shall remove, at
its sole cost and expense, all its waste materials and rubbish from and about the Property as well as its tools
and equipment, shall clean all surfaces, and shall leave the Work "broom clean" or its equivalent, except as
otherwise specified. Contractor agrees to immediately repair at its sole cost and expense all damages to the
Property arising from or relating to Contractor's performance of the Work.

7.3 Contractor warrants and represents to the Association that Contractor has visited the site of
the Work, examined the actual job conditions and that Contractor is familiar with local conditions and all things
required that will have a bearing on the performance of Contractor's work and Contractor's costs. Contractor
shall be responsible to perform any additional inspections and conduct any necessary tests as may be
required to determine the suitability of the site conditions. Failure on the part of Contractor to completely or
properly evaluate any factors of costs prior to signing this Agreement shall not form a basis for additional
compensation. Execution of this Agreement shall be conclusive evidence that Contractor has investigated
and is satisfied as to the site conditions to be encountered, as to the character, quality and quantities of Work
to be performed and materials to be furnished, and as to the requirements of the Agreement Documents.

7.4 Contractor shall perform the Work between 8:30 a.m. and 4:30 p.m. Monday through Friday.
Any changes in the working hours or days shall be subject to the prior written approval of the Association.
The Association shall provide, when available, five (5) parking spaces at the property for Contractor’s use with
the acknowledgment, understanding and acceptance by Contractor that said parking spaces are limited in
height and large trucks may not be able to utilize said spaces.

7.5 Contractor will prepare a detailed installation schedule. The schedule will include dates and
daily hours during which the installation will take place. In addition, Contractor shall provide Association with a
weekly progress report.

7.6 Contractor is responsible for removing and disposing of the existing tile and baseboards. The
Association agrees to cooperate by allowing dumpsters on site.

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8. Storage. Contractor shall be permitted to store its equipment or materials on the Property at no cost
to Contractor. The Association shall not be liable or responsible for any damages to such materials or
equipment, including but not limited to any damages arising from theft or vandalism of such materials or
equipment. Contractor shall be responsible to fully insure all materials and equipment on the Property.

9. Indemnity. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless
the Association, the Association’s Representative, its officers, directors, agents and employees (the
"Indemnified Parties") from liability, damages, losses and costs, including, but not limited to, reasonable
attorney's fees, at both the trial and appellate level, caused in whole or in part by any act, omission or default
of the Contractor, any of the Contractor’s subcontractors, sub-subcontractors, materialmen or agents or any
tier of their respective employees or the Indemnified Parties arising from this Agreement or its performance.
However, such indemnification shall not include claims of, or damages resulting from, gross negligence, or
willful, wanton or intentional misconduct of the Indemnified Parties or for statutory violations or punitive
damages except and to the extent the statutory violation or punitive damages are caused by or result from the
acts or omissions of the Contractor or any of the Contractor’s subcontractors, sub-subcontractors,
materialmen or agents or any tier of their respective employees. To the extent that the Contractor’s obligation
to indemnify as set forth herein arises in whole or in part by the acts, omissions, or defaults of the Indemnified
Parties, such obligation shall be limited to One Million Dollars ($1,000,000.00) per occurrence which sum the
parties hereto acknowledge bears a reasonable commercial relationship to this Agreement and shall be
deemed part of the project specifications and bid documents. The provisions of this paragraph shall survive
termination of this Agreement.

10. Subcontracts. No portion of the Work may be subcontracted without the prior written approval of the
Association, which approval may be withheld for any reason.

11. Time. All time limits stated in the Agreement Documents are of the essence in this Agreement. If the
Contractor is delayed at any time in the progress of the Work by changes ordered in the Work, by labor
disputes, fire, unusual delay in transportation, unavoidable casualties, causes beyond the Contractor's control,
or by any cause which Association's Representative may determine justifies the delay, then the Agreement
Time shall be extended by written Change Order for such reasonable time as the Association's
Representative may determine. All requests for extensions of time other than those associated with changes
in the Work, must be submitted in writing to the Association Representative within two (2) business days of
the event giving rise to the delay. Failure to so request an extension will constitute a waiver of any right for an
extension of time. In the event that Contractor is delayed in the progress of the Work, and is granted an
extension of time in which to perform the Work; in no instance will Contractor be entitled to increased costs,
compensation or damages as a result of delay. All damages that may occur by reason of delay are hereby
waived by the Contractor. The parties agree that time is of the essence in the performance of this Agreement.
Completion of the Work under this Agreement shall be no more than ____________________ consecutive
weeks from the date of receipt of materials for installation as specified in Article 3 subject to any authorized
extensions of time as indicated by a written change order pursuant to this Article. In the event the Work is not
completed within the time period specified in Article 3 and has not been extended by change order, the
Association shall be entitled to collect liquidated damages. Contractor and Association agree that, because of
the nature of the Work, the inability of the parties to precisely calculate actual damages for delay and the
impossibility of determining these damages, the sum of Three Hundred Twenty Five Dollars and No Cents
($325.00) shall be assessed for each calendar day of delay in completion of the Work as liquidated damages.
It is hereby agreed that the amount of the per diem assessment is not a penalty and not excessive in light of
the circumstances known to the parties at the time this Agreement is executed. This provision for liquidated
damages for delay shall not affect the Association's right to terminate this Agreement as provided in Article
17. The Association's exercise of its right to terminate this Agreement shall not release the Contractor from its
obligation to pay liquidated damages in the amount set forth herein. Such assessments shall be immediately
due and payable to the Association or, at the Association's option may be deducted from future payments that
may be due and owing to Contractor.

12. Insurance. Contractor shall purchase and maintain such insurance as will protect Contractor and the
Association from claims under Worker's Compensation acts and other employee benefit acts, from claims for
damages because of bodily injury, including death and from claims for damages to property which may arise
out of or result from the Contractor's operations under this Agreement, whether such operations be by itself or

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by any subcontractor or anyone directly or indirectly employed by any of them. The Contractor shall purchase
and maintain insurance coverage with limits of not less than specified in the Agreement Documents or as
otherwise agreed to in writing by the Association, Association’s Representative and Contractor. The
Association requires that the Contractor maintain an Umbrella Insurance Policy of a limit of at least Five
Million Dollars and No Cents ($5,000,000.00). The required insurance limits for the Work is referenced within
the Contractor’s Certificates of Insurance as attached hereto and incorporated herein as Exhibit “B”.

12.1 With the exception of the Worker’s Compensation insurance, by endorsement in a form acceptable to
the Association, the Association and Iconbrickell Master Association, Inc., shall be named as an additional
insureds in all policies required to be maintained hereunder and the Contractor shall submit to both
Associations the additional insured endorsement to the policies and a certificate of insurance reflecting same.
Additionally, the Contractor’s policies, including the general liability policy, auto policy and umbrella policy,
must provide additional insured coverage on a primary and non-contributory basis and shall submit to the
Association an endorsement to the policies and a certificate of insurance reflecting same. Finally, all policies
must include a waiver of subrogation in favor of the Association. As a condition precedent to entitlement to
any and all payments under this Agreement, Contractor must maintain the above-described coverage and
upon request by the Association furnish a copy of all policies to the Association and the endorsements.
Certificates of Insurance shall be delivered to the Association prior to the commencement of the Work, and
said certificates shall contain a provision, whether by endorsement or otherwise, that coverage afforded under
the policies will not be canceled without thirty (30) days prior written notice to the Association to the same
extent Contractor is entitled to receive such notice. In the event Contractor should fail to pay the insurance
premiums, the Association, at its option, may pay the premiums and deduct said amount from the Agreement
Sum.

12.2 Contractor shall ensure that all tiers of its subcontractors and sub-subcontractors, if applicable shall
maintain insurance in like form and amounts, including the Additional Insured requirements. Each
subcontractor and sub-subcontractor shall provide Certificates of Insurance and applicable endorsements to
the Contractor prior to the start of the subcontractor’s or sub-subcontractor’s Work on this Project.
Subcontractor shall mean any entity that has a direct contract with the Contractor to perform a portion of the
Work under a construction contract; and sub-subcontractor means any entity that has a direct contract with
another subcontractor to perform a portion of the Work under a construction contract.

13. Correction of Work and Warranty. The Contractor shall, within forty-eight (48) hours of written
notice from Association, commence and diligently and continuously proceed to correct any work that fails to
conform to the requirements of the Agreement Documents and unconditionally guarantees and warrants that
it shall correct any defects due to faulty materials (other than natural stone), equipment and/or workmanship
which appear within a period of five (5) years from the date of final payment of the Work. The provisions of
this Article 13 apply to work done by subcontractors as well as to work done by the Contractor. In addition,
Contractor is fully responsible for obtaining for the Association the Manufacturers’
Warranties. Notwithstanding anything set forth in the Manufacturer’s Warranty to the contrary, those items
specifically covered by the Manufacturers’ Warranties and any disclaimers and limitations on liability shall in
no way be deemed to limit Contractor's warranty and liability herein and are in addition to and not in lieu of the
Contractor's warranty. This warranty is not in lieu of but is in addition to any other warranties, express or
implied, which may be provided by law.

The Contractor shall bear all costs of correcting such defective work. This obligation shall survive
termination of this Agreement. If Contractor should default in the performance of any of its warranty
obligations, it shall be responsible for all damages, fees or costs incurred by the Association in enforcing the
provisions of this Article, including, but not limited to, all attorney’s fees, engineering and consulting fees or
other expenses incurred. If any warranty repairs are not performed within the specified time, emergency
repairs performed by others shall not void the warranty and the Contractor shall reimburse the Association for
all costs incurred in connection with the performance of such repairs.

Nothing contained in this Article 13 shall be construed to establish a period of limitation with respect to
any other obligation which the Contractor might have under the Agreement Documents or law. The
establishment of the time period set forth above relates only to the specific obligation of the Contractor to
correct the Work, and has no relationship to the time within which his obligation to comply with the Agreement
Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to

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establish the Contractor's liability with respect to his obligations and any damages caused by the Contractor
including but not limited to any action commenced by the Association for negligence, strict liability, breach of
contract or warranties.

14. Changes. Any changes in the Work or any adjustment in the Agreement Sum or time shall only be
made upon written change order executed by the Association or the Association’s Representative and
Contractor. If Contractor proceeds with such work without obtaining a written change order it shall be
assumed that Contractor has performed such work at no additional charge. The requirement for written
change orders under this Article cannot be waived.

15. Compliance with Laws. The Contractor shall give all notices, and warrants and represents that the
Work and material furnished in connection with the Work will comply with all federal, state and local laws,
ordinances, rules, regulations, building code(s), including, but not limited to the Florida Building Code, and
orders of any public authority having jurisdiction over the Work. Contractor acknowledges that Association
does not have the knowledge to determine compliance with the foregoing items and is relying on Contractor's
knowledge and expertise of same. Contractor shall be liable for any deviation from any laws, ordinances,
rules, regulations, and orders of any public authority even if in strict compliance with the Agreement
Documents. Contractor shall bear sole responsibility for and bear all costs necessary to insure full
compliance with the representations contained herein, including, but not limited to any attorney's fees or other
expenses incurred by Association in responding to any complaints, citations, court orders, administrative
orders or similar governmental edicts or process. The provisions of this paragraph shall survive the
termination of this Agreement.

16. Submittals. The Contractor shall review, approve and submit to the Association for review and
approval by the Association's Representative all other product data, samples and similar submittals to be
used in connection with the Work, with reasonable promptness and in such sequence as to cause no delay in
the Work. By approving and submitting their proposal, attached hereto as Exhibit “A”, samples and similar
submittals, the Contractor represents that he has determined and verified materials, estimated field
measurements and field construction criteria related thereto, or will do so, and has checked and coordinated
the information contained within such submittals with the requirements of the Work and of the Agreement
Documents. The Contractor shall not be relieved of responsibility for deviations from requirements of the
Agreement Documents or applicable laws and/or building codes by the Association's Representative's
approval product data, samples or similar submittals unless the Contractor has specifically informed the
Association's Representative in writing of such deviation at the time of submittal and the Association's
Representative has given written approval to the specific deviation. The Contractor shall not be relieved of
responsibility for errors or omissions in product data, samples or similar submittals by the Association's
Representative's approval thereof. The Contractor shall perform no portion of the Work requiring submittal
and review product data, samples or similar submittals until the respective submittal has been approved by
the Association's Representative. Such Work shall be in accordance with approved submittals.

17. Termination. If the Association fails to issue payment for a period of thirty (30) business days
through no fault of the Contractor, the Contractor may, after seven (7) business days written notice to the
Association terminate this Agreement, unless the Association cures such default, and recovers from the
Association payment for all work executed and for any proven loss for work performed and on any materials,
equipment, tools, and construction equipment and machinery, but which sum shall never exceed the
Agreement Sum less the cost to complete any remaining work. This sum shall be Contractor’s sole remedy
under this Agreement.

If the Contractor cannot satisfy the conditions and obligations imposed by the Agreement Documents,
or breaches any of the terms of this Agreement then the Association may, without prejudice to any right or
remedy and after giving the Contractor two (2) days written notice, terminate this Agreement and take
possession of the site and of all materials, owned by the Contractor and finish the work by whatever method
the Association deems expedient. In such case, the Contractor shall not be entitled to receive any further
payment until the work is finished. If the unpaid balance of the Agreement Sum exceeds the cost of
completing and correcting the Work such excess shall be paid to the Contractor. If such costs exceed the
unpaid balance, the Contractor shall pay the difference to the Association. This provision shall in no way limit
the Association's right to claims for any additional damages including but not limited to delay and
consequential damages. This obligation for payment shall survive termination of this Agreement.

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The Association may also terminate this Agreement for the Association’s convenience and without
cause upon three (3) business days written notice to Contractor. If Contractor is terminated for convenience,
Contractor shall be paid for all Work completed through the date of termination, less payments made and any
amounts that the Association is entitled to withhold pursuant to the terms of this Agreement and by law.
Contractor waives any and all claims for damages resulting from such termination for convenience, including
without limitation anticipated profits and any and all damages.

18. Transfer of Lien. In the event any liens should be filed against the Property by any subcontractors or
material suppliers, in connection with labor or services performed, the materials incorporated into or delivered
to the Property, Contractor shall indemnify and hold Association harmless against all such liens and suits or
other proceedings pertaining thereto including any and all costs and attorneys' fees, at both the trial and
appellate level, provided Contractor has received proper payments in accordance with this Agreement or the
Association has withheld payment in accordance with this Agreement. If any such liens are filed then
Contractor must transfer such lien within five (5) calendar days of receipt of written notice of the filing of the
lien by, (A) depositing in the office of the Clerk of the Circuit Court an amount sufficient to transfer said lien, or
(B) by filing with the Clerk's office a bond executed as surety licensed to do business in the State of Florida in
accordance with the provisions of Section 713.24, Florida Statutes, and its successors. Should Contractor fail
to transfer such lien, the Association may, at its option, do so and deduct the amount expended, including all
costs and attorney’s fees incurred, from any payment then due Contractor.

19. Bond. If requested by the Association, the Contractor shall purchase and furnish to the Association,
before commencing any of the Work required under this Agreement, a Performance Bond, using AIA Form
A312, and an Unconditional Payment Bond, in accordance with Section 713.23, Florida Statutes, in the full
amount of the Contract Sum. The Payment and Performance Bond shall be furnished by a surety licensed in
the State of Florida naming the Association as obligee and conditioned that the Contractor shall perform all
Work required by the Contract Documents in a satisfactory and workmanlike manner. Contractor shall
increase the amounts of the Payment and Performance Bonds to reflect the increased Contract Sum. It shall
be Contractor’s and the surety’s sole responsibility and obligation to ensure that the project is sufficiently
bonded to protect the Association’s interests, unless otherwise directed by the Association in writing. If
requested, the Association shall be responsible for payment of the bonds in the amount set forth in the
Contractor’s Bid Form attached to this Agreement as Exhibit “B”. The Payment Bond shall be modified to
state the following language:

“The provisions and limitations of Section 713.23, Florida Statutes are incorporated in this payment bond by
reference. It is hereby amended such that all provisions and limitations, including conditions, notices and time
limitations of Section 713.23, Florida Statutes are incorporated herein by reference. This payment bond is
intended to be a statutory bond, not a common law bond.”

Notwithstanding anything to the contrary, the form of the Bond shall be as attached hereto as Exhibit “G” so
there is no disagreement as to what is intended above.

20. Miscellaneous. In connection with any litigation including appellate proceedings arising out of this
Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs. This
Agreement shall be construed under and in accordance with the laws of the State of Florida. Any legal
proceeding arising from this Agreement shall be brought only in a court of competent jurisdiction in Miami-
Dade County, Florida. Neither party to this Agreement shall assign the Agreement or sublet it as a whole
without the prior written consent of the other. The partial or complete invalidity of any one or more provisions
of this Agreement shall not affect the validity or continuing force and effect of any other provision. The failure
of either party hereto to insist, in any one or more instances, upon the performance of any of the terms,
covenants or conditions of this Agreement, or to exercise any right herein, shall not be construed as a waiver
or relinquishment of such term, covenant, condition or right as it respects further performance. No change or
modification of this Agreement shall be valid unless in writing and signed by all parties hereto. In construing
this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular,
the use of any gender shall be held to include every other and all genders. This Agreement may be executed
in any number of counterparts with the same effect as if all parties hereto had signed the same document. All
such counterparts shall be construed together and shall constitute one instrument.

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20. Notice. Written notice shall be deemed to have been duly served if delivered in person to the Contractor
or the Association or shall be deemed to have been duly given on the date said notice was mailed by United

States Certified Mail, Return Receipt Requested, postage prepaid, and addressed as follows (or to such other
address as any party may specify by notice to all other parties as aforesaid):

For Association: For Contractor:
TO BE DETERMINED
Iconbrickell Condominium No. One Association, Inc.
465 Brickell Avenue, Suite 202
Miami, Florida 33131

21. FLORIDA HOMEOWNERS' CONSTRUCTION RECOVERY FUND. PAYMENT MAY BE AVAILABLE
FROM THE FLORIDA HOMEOWNERS' CONSTRUCTION RECOVERY FUND IF YOU LOSE MONEY ON A
PROJECT PERFORMED UNDER CONTRACT, WHERE THE LOSS RESULTS FROM SPECIFIED
VIOLATIONS OF FLORIDA LAW BY A LICENSED CONTRACTOR. FOR INFORMATION ABOUT THE
RECOVERY FUND AND FILING A CLAIM, CONTACT THE FLORIDA CONSTRUCTION INDUSTRY
LICENSING BOARD AT THE FOLLOWING TELEPHONE NUMBER AND ADDRESS:

CONSTRUCTION INDUSTRY LICENSING BOARD
1940 North Monroe Street
Tallahassee, Florida 32399
Telephone (850) 487 1395

22. CHAPTER 558 NOTICE OF CLAIM. THE ASSOCIATION AND CONTRACTOR HAVE AGREED THAT

THE REQUIREMENTS SET FORTH IN CHAPTER 558, FLORIDA STATUTES DO NOT APPLY TO THIS
AGREEMENT.

23. ENTIRE AGREEMENT. This Agreement represents the entire Agreement between the parties and shall

supersede and replace any other prior agreement entered into between the respective parties, either oral or
written. In the event of a conflict between the provisions of the attached Exhibits, the provisions of this
Agreement shall control. To the extent of any conflict that may arise among provisions of the Agreement
Documents as to the standards of care governing the Contractor’s performance of the Work, the more

stringent standard shall apply.

THIS AGREEMENT is executed the day and year first above written.

Witnesses:

ICONBRICKELL CONDOMINIUM NO. ONE
ASSOCIATION, INC.

Witnesses: By:
Print Name:
Title:
TO BE DETERMINED

By:
Print Name:
Title:

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