Purchase and Install Standard Terms & Conditions

These Standard Terms and Conditions (“Terms”) will apply to any Purchase Order to which these Terms are attached or incorporated (“Order” and together with these Terms, the “Agreement”). Terms not otherwise defined in these Terms will have the meaning provided in the Order. The Agreement supersedes all prior negotiations, discussions, and dealings concerning the subject matter hereof, and will constitute the entire agreement between Contractor and Vendor. In the event of a conflict between these Terms and the specific provisions contained in the Order, the specific provisions contained in the Order will prevail. Contractor objects to and rejects any provision additional to or different from the Agreement that may appear in Vendor’s proposal, invoice, acknowledgement, confirmation, writing, or in any other prior, contemporaneous or later communication from Vendor to Contractor, unless such provision is expressly agreed to in a writing signed by Contractor.

1.​    GENERAL. The goods, services, labor, supplies, materials, and equipment being provided hereunder, and all other performance hereunder, are required for performing a further contract between Contractor and Owner, including all plans, specifications, provisions and documents referenced therein (together, “Prime Contract”), for the Project.  The Prime Contract is hereby incorporated by reference and made available to Vendor upon request. The “Contract Documents” include the Agreement, the Prime Contract, and all exhibits and attachments to the Agreement or incorporated by reference into the Agreement. By executing the Order, Vendor acknowledges receipt of all Contract Documents and confirms it has read and fully reviewed all Contract Documents.

2.​    MATERIALS & SERVICES TO BE PERFORMED. Vendor shall furnish and install all labor, materials, goods, supplies, equipment and services as set forth in the Agreement, including, but not limited to, the labor, materials, goods, supplies, equipment and services described in Exhibit A attached to the Order, hereinafter collectively referred to as “Work”, all as required by Exhibit B attached to the Order and the Contract Documents. To the extent set forth in the Agreement, the Work shall include all fabrication, shop drawings, and design related to such Work.  

3.    ​TERMS. ​No contract is formed except upon Vendor’s unconditional acceptance of the Agreement.  The Agreement is the final expression of the contract and shall not be explained, varied, or contradicted by any parol or extrinsic evidence, prior course of dealing or usage of trade.  No changes or modifications in the terms and conditions and no assignment of the Agreement shall be made except upon Contractor’s written authority. If any term or condition hereof, or the application thereof to any person or circumstance, shall to any extent be or be declared to be invalid or unenforceable, the remainder of the Agreement, and the application of such term or condition to any other person or circumstance, shall not be affected thereby, and each other provision, term, covenant and condition of the Agreement shall be valid and enforceable to the fullest extent permitted by law.

4.    PERFORMANCE AND DELIVERY. TIME IS OF THE ESSENCE. Delivery and performance shall be made according to the Delivery Schedule/Schedule for Performance and Delivery Terms on page 1 of the Order, as modified in the sole discretion of Contractor, or as coordinated and agreed with the Contractor in writing, so as not to delay, interfere with or damage Contractor in the performance of the Project.  Vendor must provide assurance of ability to meet the delivery schedule within three calendar days of Contractor’s demand. Vendor shall not be entitled to an extension of time for delivery or performance of the Work unless Owner has granted such a time extension to Contractor. Vendor shall not be entitled to a price increase for delays in delivery or performance of the Work unless Owner has granted such a price increase to Contractor. The delivery terms used in the Agreement are delivery terms only and all risk of loss for all Work shall remain with Vendor until final completion of the Project and payment by Owner. Vendor shall be responsible for all damages for delays caused by Vendor or caused by those whose acts or omissions Vendor is responsible for in delivery or performance of the Work.              

5.    INSTALLATION. No individual performing Work under the Agreement on Vendor’s behalf shall be deemed an agent or employee of Contractor and Vendor shall have full responsibility for acts or omissions of such party and for any payroll, payroll taxes or payroll contribution imposed by federal, state or local law. Vendor acknowledges and agrees to comply with Federal Wages within the DAVIS BACON ACT if applicable for the Project and agrees to provide Contractor with weekly Certified Payroll Reports, if applicable. Vendor shall provide onsite inspections by its personnel at the start of installation and as necessary thereafter to ensure the goods, materials, equipment and supplies are being installed properly in accordance with Vendor’s requirements and shop drawings, and the requirements of the Contract Documents. The Vendor shall be responsible for acts or omissions of its employees, agents, representatives, and other persons performing portions of the Work on behalf of the Vendor.

6.    TENDER, INSPECTION AND ACCEPTANCE. Vendor shall not be deemed to have tendered any Work, goods, materials, equipment, supplies, labor, services or performance prior to inspection and written acceptance by Owner or its designated representative (“Owner’s Representative”). Vendor shall determine and fully comply with Owner’s submittals, inspection and acceptance procedures.  The decisions of Owner shall be conclusive and binding on Vendor. Approval or acceptance by Owner or Contractor shall not relieve Vendor of liability for any nonconforming or defective Work, goods, materials, equipment, labor, supplies or services and otherwise fully complying with the obligations of the Agreement and the Contract Documents.

7.​    TOTAL AGREEMENT AMOUNT/ PRICE. There shall be no variation in price or the Total Purchase Order Amount identified on page 1 of the Order without Contractor’s prior written approval. If the price is based on an agreed rate per unit, any variation of quantity shall be based on unit price and Vendor agrees to be bound by Contractor’s measurement of said units.  Unless otherwise expressly specified in the Order, Vendor’s prices and terms are firm for the duration of the Project.

8.​    PAYMENT. Payment shall be made in accordance with the Agreement. Unless not required by Contractor in writing, Vendor shall submit a Schedule of Values of the various parts of the Work aggregating the Total Purchase Order Amount, made out in such detail as required by the Contractor. The approved Schedule of Values will be used as a basis for each invoice from Vendor. Invoices shall be submitted by Vendor and paid by Contractor pursuant to the Agreement.  As a condition precedent to Contractor’s obligation to make payment, the Vendor shall include with each invoice such evidence as to its correctness as the Contractor may direct, including but not limited to invoices, delivery tickets and purchase orders for all materials and supplies incorporated into the Project. When submitting the invoices, the Vendor shall certify under oath that the information contained therein is true and correct. Vendor shall furnish to the Contractor along with each invoice and as a condition precedent to any payment the following: ( 1 ) original, unconditional Partial Waivers and Releases of Lien/ Release of Bonds  from Vendor, suppliers, sub-subcontractors and any other lienors as defined in Chapter 713, Florida statutes for amounts paid pursuant to the previous invoice in a form acceptable to Contractor; ( 2 ) original Partial Waivers and Releases of Lien/Release of Bonds from Vendor, suppliers, sub-subcontractors, and any other lienors as defined in Chapter 713, Florida Statutes for the current invoice conditioned only upon receipt of payment in a form acceptable to Contractor; ( 3 ) any other documentation requested by Contractor or Owner to substantiate that all suppliers, vendors, equipment rental and any other entities that are providing services and labor to the Vendor are being paid timely; ( 4 ) a current Sworn Statement of Account from the Vendor setting forth the names and addresses of all sub-subcontractors and material suppliers with whom the Vendor has contracted, the amount of such sub-subcontract, the amount requested for any sub-subcontractor or material supplier in the current invoice, the amount to be paid to the sub-subcontractor or material supplier from such progress payment, together with a duly executed waiver and release of lien from the sub-subcontractor and material supplier establishing receipt of payment of all amounts requested and disbursed; ( 5 ) any other documentation reasonably requested by Contractor, Owner’s Representative or Owner. Vendor may include material deposit amounts in an invoice with the Contractor’s written approval if set forth in the Agreement, and if so approved, such deposit shall be applied toward further amounts due Vendor. Contractor reserves the right to retain from any payment an amount reasonably necessary to protect against any liability relating to the Agreement. Further, retainage in the amount specified on page 1 of the Order shall be withheld from all progress payments and shall not be paid to the Vendor until final payment. If and only if payment is received from the Owner, Contractor shall make payment of approved amounts 30 days from receipt of Vendor’s invoice and receipt of payment from the Owner. Any payment hereunder is not acceptance of any goods, supplies, materials, equipment, labor, services, Work, or performance hereunder, and is without prejudice to any and all claims that Contractor may have against Vendor. Vendor’s acceptance of final payment releases Contractor of any and all potential claims by Vendor. Final payment shall be made within 30 calendar days after the date of the delivery and acceptance of all Work, goods, supplies, materials, equipment, labor, services to the Contractor and submission of a final invoice and all documentation required herein this Paragraph, along with Vendor and any manufacturer warranty(ies), and receipt of final payment from Owner. No payment, whether it is a progress payment or final payment, shall be due from Contractor to Vendor unless and until like payment has been made by Owner to Contractor, it being the parties’ express intention that payment from the Owner to the Contractor is an absolute condition precedent to Contractor’s duty to make any payment(s) to the Vendor.  The parties further expressly acknowledge and agree that the previous sentence is not a mere timing mechanism for payment, but instead confirms that receipt of like payment by Contractor from Owner is an absolute condition precedent to Contractor’s duty to pay Vendor.  

9.​    PASS THROUGH CLAIMS. In the event of any claim or change in time or scope due to the actions of the Owner, Vendor agrees to be bound to the same extent Contractor is bound under the applicable Contract Documents. Vendor acknowledges that it shall have no greater right of claim, whether for time or money, against the Contractor than the Contractor has against the Owner. Vendor agrees to be bound by the decision of the Owner or the claims process specified in the Contract Documents. Additionally, Vendor agrees to make all claims or requests for additional compensation, damages, and/or time for which the Owner may be liable in strict compliance with the terms and conditions of the Contract Documents, including adherence to the required notice, timing, documentation, and dispute resolution methods/forums specified for similar claims by the Contractor against the Owner. Failure to make such claims or requests pursuant to the terms and conditions of the Contract Documents shall result in Vendor waiving all such claims or requests.

10.    CHANGES. There shall be no alteration, addition, omission, substitution or change in the Work to be provided, except upon a written change order signed by the Contractor. Any change or adjustment in the price by virtue of such Change Order shall be specifically stated in said Change Order.  Change Orders are subject to the terms of the Agreement and all other Contract Documents.  Prior to the issuance of any Change Order, the Contractor may require the Vendor to furnish to the Contractor a detailed breakdown showing the difference in value of the work, labor, services, goods, supplies, equipment and materials altered, added, omitted, substituted or changed by the proposed Change Order. Any extension of time needed as a result of a proposed Change Order shall be requested by the Vendor, in writing, prior to the issuance of the Change Order.      

11.​    WARRANTY. Vendor warrants to Contractor and Owner that the Work furnished under the Contract Documents will be of good quality and new unless the Contract Documents require otherwise. The Vendor further warrants that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements shall be considered defective. Vendor’s warranties, express or implied, shall not be waived by reason of any inspection, acceptance or payment and shall remain in effect for the period of not less than one ( 1 ) year from final completion of the Project or as required by the Contract Documents, whichever is longer. Vendor hereby provides to the Owner and Contractor all warranties relating to the Work implied by law, including the warranty of merchantability and warranty of fitness for a particular purpose. The Vendor further warrants that the Owner and Contractor shall receive the benefit of standard manufacturer’s warranties and guarantees applicable to the Work and shall assign all such warranties to Contractor and Owner. Vendor shall, upon three ( 3 ) business days’ written notice, correct or replace any defective or deficient Work. If Vendor fails to do so, Contractor may, through any means necessary, undertake to repair or replace such defective, deficient or non-compliant Work and all costs incurred by Contractor in correcting such defective or deficient Work shall be the responsibility of Vendor.

12.    INDEMNITY. To the fullest extent permitted by law, the Vendor shall indemnify, defend and hold harmless the Contractor, the Owner, AHS Residential, LLC, and the Owner’s Representative(s), and their respective parent companies, affiliates, members, officers, directors, agents and employees, and any other person or party Contractor is required to indemnify under the Contract Documents (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, to the extent caused by any act, omission or default of the Vendor, any of the Vendor’s subcontractors, sub-subcontractors, material men or agents or any tier of their respective employees arising from the Agreement or its performance.  In any and all claims against the Indemnified Parties by any employee of the Vendor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Vendor under workmen's compensation acts, disability benefit acts or other employee benefit acts.  The provisions of this paragraph shall survive termination of the Agreement.

13.    DAMAGES. Failure of Vendor to strictly perform the Agreement will result in damages to Owner, Contractor, Contractor’s other vendors and subcontractors, and other contractors retained by Owner including, but not limited to direct, consequential and incidental damages. Vendor shall bear the costs and be directly responsible for all such damages suffered by Owner, Owner’s contractors, Contractor, Contractor’s other vendors and subcontractors, and any others who may be impacted by Vendor’s failure to strictly perform the Agreement.  

14.    CANCELLATION. Contractor may cancel the Agreement for its convenience in whole or in part by written notice at any time. Upon such notice, Contractor shall pay Vendor its documented, reasonable costs incurred in accordance with the Agreement prior to cancellation, unless the cancellation arises out of any default, act or omission by Owner or public authority in which case, Contractor shall not be obligated to pay Vendor any sum greater than the reasonable costs Contractor actually recovers from Owner on Vendor’s behalf, less any costs incurred by Contractor.

15.    ​TERMINATION. Notwithstanding any other provisions of the Agreement and without limiting any other remedies available, Contractor may terminate the Agreement in whole or in part if: ( a ) Vendor is in breach and such breach in Contractor’s sole opinion is not capable of remedy or ( b ) Vendor’s breach is not remedied within three calendar days of Contractor giving written notice to Vendor. In the event any termination is later determined to be improper, the termination shall be deemed a cancellation as defined in Article 14 and Vendor shall be limited to the recovery specified in Article 14.

16.​​    COMPLIANCE WITH LAWS AND STANDARDS. Vendor shall comply with all federal, state and local laws, executive orders, codes and regulations effective where the Agreement is to be performed along with those incorporated herein by law or through the Contract Documents.  

17.​    WAIVER. No waiver by Contractor of any breach of the Agreement and no failure by Contractor at any time to exercise any rights or remedies shall be deemed to constitute a waiver of any subsequent breach.

18.    ​LAW, FORUM, JURISDICTION AND WAIVER OF JURY TRIAL. The Agreement shall be governed by the laws of the State of Florida.  Any dispute arising out of or relating to the Agreement, or the breach thereof, which is not resolved by the terms and provisions of the Prime Contract shall be brought and maintained in a court of competent jurisdiction located in Miami-Dade County, Florida.  Vendor submits to the exercise of personal jurisdiction by the State of Florida over Vendor.  VENDOR HEREBY UNCONDITIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY AND ALL DISPUTES OR CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, OR THE BREACH THEREOF.  

19.   ​TAXES, CHARGES, ETC. Vendor shall be responsible for and shall pay any and all taxes, tariffs, duties, charges and fees imposed directly or indirectly on account of its performance of the Agreement, unless specifically stated otherwise herein.  At no time shall there be any increase or escalation in price based on any such charges, even if the charges are increased or assessed for the first time, or if tax rebates or credits are eliminated, after execution of the Order.  Upon demand, Vendor shall substantiate that all such charges have properly been paid.

20.    ​INSURANCE. Vendor shall obtain, before commencement, and maintain until final completion of the Project by Contractor (or longer if required by the Contract Documents) and as set forth in the Contract Documents, full insurance coverage and limits required by the most stringent for each particular insurance coverage and limit of either ( 1 ) those specified in the Prime Contract; ( 2 ) those provided elsewhere in the Agreement; or ( 3 ) or as listed below:

( a ) Workers’ Compensation as required by the State of Florida and in amounts sufficient to secure the benefits of the Florida Worker’s Compensation Law for all its employees, and, as applicable to the Agreement and the Federal Employer’s Liability Act covering all of Vendor’s employees, directly or indirectly engaged in the performance of the Work. Workers’ Compensation policies must be in the name of the Vendor. Policies through payroll leasing companies are unacceptable.

( b ) Employer’s Liability with limits of $1,000,000.00 each accident, $1,000,000.00 Disease, each employee and $1,000,000.00 Disease, policy limit.

( c ) Commercial General Liability, Broad Form Property Damage and Contractual Liability including Vendor’s indemnity obligations in the Agreement with minimum per project limits of $1,000,000 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage and $2,000,000.00 products/completed operations aggregate. General aggregate shall apply separately to this Project. Unless otherwise agreed by Contractor in writing, Vendor shall maintain Two Million Dollars ($2,000,000.00) in umbrella/excess liability insurance. For Orders with values of Two Million Dollars ($2,000,000.00) or greater, Vendor shall maintain umbrella/excess liability insurance with minimum limit of Five Million Dollars ($5,000,000.00).

( d ) Auto Liability Insurance. Vendor and each of its subcontractors (at all tiers), shall provide Auto Liability Insurance for the ownership, maintenance or use of all owned, non-owned, and hired vehicles used in connection with performance of the Work, including loading and unloading. The policy provided by the Vendor and its subcontractors (at all tiers), shall have a limit of no less than $1,000,000.00 per occurrence combined single limit for bodily injury and property damage.  

( e ) Professional Errors and Omissions Liability Insurance.  If the Vendor’s Work requires the utilization of professional services, including but not limited to design, engineering or architectural services, or where otherwise requested by Contractor, Vendor shall provide a Professional Errors and Omissions Liability Insurance policy covering the errors, acts or omissions of the Vendor with a limit of not less than $1,000,000.00, or higher if set forth in the Agreement.  

( f ) Vendor shall not sublet or subcontract any part of the Agreement without assuming absolute responsibility for requiring similar insurance from its subcontractors, vendors, suppliers and material men, at any tier.  Vendor shall be responsible for all deductibles under any insurance policy provided by the Vendor.  The Indemnified Parties and other parties as required by the Contract Documents or as requested in writing by Contractor shall be named as additional insureds on Vendor’s general liability policies, auto, and excess or umbrella liability policies via Insurance Services Office (ISO) endorsements CG 2010 11/85 or its 2001 equivalent, as well as on Vendor’s automobile liability policy. Further, Vendor’s subcontractors shall be obligated to maintain the insurance required by the Agreement and include Indemnified Parties and other parties as required by the Contract Documents or as requested in writing by Contractor as additional insureds on their respective automobile, general liability and excess or umbrella liability policies. In addition, additional insured coverage shall apply as primary and non-contributing insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured. Vendor’s insurance and the insurance of any of its subcontractors (at any tier) shall not contain any exclusion for residential construction or other exclusion that would preclude coverage based on the nature of the Project. Vendor and its subcontractors (at any tier) shall maintain all required insurance through completion of the Project and shall maintain completed operations coverage and professional liability insurance through the statute of repose.

( g ) ​A waiver of subrogation in favor of Indemnified Parties and other parties as required by the Contract Documents or as requested in writing by Contractor shall be included on all insurance policies furnished by Vendor, excluding professional liability. Upon written request of Contractor, Vendor shall provide Contractor with a copy of any policies of insurance required to be maintained pursuant to the Agreement. Unless prohibited by the property insurance provided by Owner or Contractor pursuant to the Prime Contract, the Contractor and Vendor waive all rights against each other and against the Owner, the Architect, separate contractors and all other subcontractors for damages caused by fire or other perils to the extent covered by property insurance provided by Owner or Contractor pursuant to the Prime Contract, except such rights as they may have to the proceeds of such insurance.

( h ) In the event Owner elects to implement an Owner’s Controlled Insurance Program (“OCIP”) or if Contractor elects to implement a Contractor’s Controlled Insurance Program (“CCIP”), or other similar wrap insurance product(s), Vendor, to the extent requested in writing by Contractor, shall cooperate in good faith, enroll in such OCIP, CCIP or other wrap program, and to the fullest extent necessary cooperate in the implementation any such OCIP, CCIP or other wrap program, including amending the Agreement in order to incorporate the terms and conditions of any such insurance product and to adjust the amount of the Order to reflect insurance deductions all as set forth in more detail in the applicable wrap insurance program.

21.    WAIVER OF CONSEQUENTIAL DAMAGES. Vendor shall not under any circumstances be entitled to claim or recover, and Vendor hereby waives any right to claim or recover, any indirect damages, special damages or consequential damages including, but not limited to, loss of bonding capacity, loss of bidding opportunities, loss of business, and insolvency, whether such claim is based in contract, in tort, or any other legal theory.

22.    ATTORNEYS’ FEES. In the event that any litigation or other dispute resolution proceeding is commenced that involves, arises out of, or relates to the Agreement, or the breach thereof, then the prevailing party shall be entitled to an award of taxable court costs, other related but non-taxable costs and expenses, and reasonable attorneys’ fees, from the time the proceeding was commenced until all appeals, if any, are final.

23.    MISCELLANEOUS.

​​( a ) Vendor shall be properly licensed to the extent required by the applicable law for the performance of the Work of the Agreement. Vendor shall be responsible for obtaining all permits, if any, required for performance of its Work.

( b ) In the event any liens should be filed against the property where the Project is located (the “Property”) by any sub-subcontractors or material suppliers of Vendor (at any tier) in connection with labor or services performed under the Agreement or the materials, goods, equipment, and/or supplies incorporated into or delivered to the Property, Vendor shall indemnify and hold the Contractor and Owner 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.  If any such liens are filed then Vendor must immediately transfer such lien, and in no event no later than five ( 5 ) business days after the filing of the lien, by ( 1 ) depositing in the office of the Clerk of the Circuit Court an amount sufficient to transfer said lien; ( 2 ) by filing with the Clerk’s office a bond executed by a surety licensed to do business in the State of Florida and in accordance with the provisions of the Section 713.24, Florida Statutes, and its successors; or ( 3 ) otherwise discharge such lien.  Should Vendor fail to discharge such lien, the Contractor may, at its option, do so and deduct the amount expended, including all costs, damages, and attorney’s fees incurred from any payment then due Vendor.  Vendor agrees to subordinate any construction lien or right to claim a lien against any project and/or the property of any project under the laws of any jurisdiction where any project is located, to the rights of Owner’s lender(s). Vendor agrees that, upon the request of Owner or the lender(s), Vendor shall execute any and all agreements of subordination and other documents necessary or desirable to effectuate the purposes of this paragraph.

( c ) To the extent applicable, Vendor shall promptly submit shop drawings and samples required in order to perform the Work efficiently, expeditiously, and in a manner that will not cause delay in the progress of the work of the Contractor or other subcontractors. By providing submittals, the Vendor represents to Contractor that the Vendor has ( 1 ) reviewed and approved them; ( 2 ) determined and verified materials and measurements, or will do so; and ( 3 ) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. It is incumbent upon Vendor to have a qualified representative schedule and accompany inspectors for inspections required for this Work, if applicable. The approval by the Contractor, Owner, or Architect of any submittals of the Vendor shall not relieve Vendor of liability for any deviations from the Contract Documents.

( d ) The Vendor shall take all necessary safety precautions with respect to its Work, shall comply with Contractor’s safety policies and regulations, including Contractor’s Safety, Health and Environmental Requirements for Resia Residential Trade Contractors (which are hereby incorporated herein by reference and made available to Vendor upon request), and with all applicable laws, codes, ordinances, rules, regulations and orders of any public authority for the safety of persons or property. Vendor acknowledges receipt of Contractor’s Safety, Health and Environmental Requirements for Resia Residential Trade Contractors and agrees to be bound by its terms. Such Contractor’s Safety, Health and Environmental Requirements for Resia Residential Trade Contractors may be updated from time to time by Contractor. Vendor’s compliance and cooperation with the Contractor’s Safety, Health and Environmental Requirements for Resia Residential Trade Contractors is a material term of the Agreement and essential to the successful completion of the Project. Vendor shall take all necessary safety precautions with respect to its Work, shall comply with all safety measures and with all applicable laws, ordinances, rules, regulations and orders of any public authority for the safety of persons or property. The Vendor is required to take all steps necessary and prudent to maintain a safe working environment and all workers shall wear proper eye protection, work boots, hard hats, fall protection and other personal protective wear as required by OSHA or by good and safe construction working practices.

( e ) Vendor shall comply with Resia’s Quality Control Plan in all respects as it relates to the Work. Resia’s Quality Control Plan is hereby incorporated by reference and made available to Vendor upon request. Such Quality Control Plan may be updated from time to time by Contractor. Vendor’s compliance and cooperation with the Quality Control Plan is a material term of the Agreement and essential to the successful completion of the Project. Vendor acknowledges receipt of Resia’s Quality Control Plan and agrees to be bound by its terms.

( f ) To the extent applicable to Vendor, Vendor shall fully comply with applicable law governing registration with and use of the E-Verify system (https://e-verify.uscis.gov/emp) to verify the work authorization status of all employees of the Vendor registers with and uses the E-Verify system as required by Florida Statutes Section 448.095.

( g ) Documents prepared by the Architect and the Architect’s consultants are instruments of service for use solely with respect to this Project and Architect, its consultants and/or the Owner as may be applicable, shall retain all common law, statutory, and other reserved rights, including copyrights.