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Home My WebLink AboutAgenda TransmittalLin SEA HOME OF PELICAN ISLAND CITY COUNCIL AGENDA TRANSMITTAL Council Meetina Date: April 14, 2021 Title & Recommendation: Approve Design Build Guaranteed Maximum Price (GMP) Work Services Agreement with AHRENS ENTERPRISES, INC. dba AHRE:NS COMPANIES, 2ntl Ranked Firm of RFQ 19-04 Design Build of Hangar "D" at Sebastian Municipal Airport, in the amount of $1,964,187.00. Backaround: The Procurement Division recommends Council APPROVE the Design Build Guaranteed Maximum Price (GMP) Work Services Agreement, in the amount of $1,964,187,00, with Ahrens Enterprises, Inc. (Ahrens Companies), 2ntl ranked firm of RFQ 19-04 for the Design -Build of Hangar "D" at Sebastian Municipal Airport. Design Build is a method used to allow a single vendor to provide planning, design and construction services under one contract. This ensures a unified flow of work from initial concept through completion. On Feb. 27, 2020 the City of Sebastian entered into an agreement with Johnson-Laux Construction, LLC for the Design -Build of Hangar "D" at Sebastian Municipal Airport. After a yearlong process of design, value engineering and repeated cost analysis, Johnson-Laux was unable to come up with a design that met the Airport's needs within the $2,250,000 GMP budget. The Agreement with Johnson-Laux was terminated and the City began negotiations with the 2nd ranked firm, Ahrens Companies. The City met with Richard Ahrens, who constructed Hangars "A", "B", and "C" at Sebastian Municipal Airport, to discuss the details of the design -build of Hangar'D' while remaining within budget. Following the meeting, Ahrens Companies submitted revised, value engineered plans to construct Hangar "D" at a cost within budget. The GMP proposal provides the construction of a three (3) bay aircraft storage hangar, plus two (2) office sections. The offices feature open floorplans to allow future tenants to complete the office interior build -out to better suit their business needs. Hangar "D" is expected to generate an estimated $85,000 in annual rental revenue to the Airport and provide office and hangar space for two (2) businesses, which will lead to new and high tech jobs in Sebastian. If Aaenda Item Reauires Exoenditure of Funds: Total Cost: $1,964,187.00 Funds to Be Utilized: FDOT PTGA Grant (80%) $1,571,349.60 Discretionary Sales Tax (20%) $392,837.40 Attachments 1. GMP Proposal....................................................................................................................... 2 2. Proposed Hangar"D.. ............................................................................................................ 5 3. Proposed Schedule............................................................................................................... 6 4. Proposed GMP Agreement wl Ahrens Companies, Inc ........................................................ 8 Administrative Services Department Review:' --I- 'W'' City Attorney Review: ✓`' aa Procurement Division Review, ifapplicable: °I City Manager Authorization: Date: 1_1I7A1 Page 1 of 28 CITY OF SEBASTIAN MUNICIPAL AIRPORT- HANGAR D AHRENS COMPANIES PROPOSAL SUMMARY Description) Amount Notes PERMIT FEES Building Permits NAIAII permits provided by Owner Utilities Fees NAIAII utilities fee's provided by Owner PROFES SERVICES Civil Design 15,6411 Architect Design l 15.5241 Structural Desicml 14,9111 Plumbing Design1 4.1711 Mechanical Design1 1.5001 Electrical Desiqnl 5,2141 CAD Operator 3,263 Soil Borings & Report NA Provided by Owner PROJECT MANAGEMENTI Superintendentl 64,23418 mos project duration Proiect Menaced 25,0781 Travel 7,5911 Nextel1 8341 Travel 2.0601 Nextel 3651 Materials Testinq 8301 Soils, Concrete, Steel TEMPORARY SERVICES Temp Elect 9121 Temp Waterl 5471 Temp Toilet) 8761 Field Storaqe & Office 35001 Cups & Icel 4381 Job Photographs & Videol 1,0321 Blue Prints Construction) 9851 Mailinq Costsl 1461 Barricades) 2,294IType III Barricade Siqns 1,2511 First Aid Equip 2921 Safety Meetinqs 1451 Dumpsterl 4,1711 LAYOUT I CLOSEOUT I I Survevinq Services 17,727 Site & buildinq Buildinq Clean-UpI 2190 Temp Cleanup 1,5641 Punchlist, etc 1,8351 Page 2 of 28 CITY OF SEBASTIAN MUNICIPAL AIRPORT- HANGAR D AHRENS COMPANIES PROPOSAL SUMMARY DescrlDtionl SITEWORK Mobilization Erosion Control Demo Asphalt Paving Clear & Scalps Grading) Storm Dreinage� Domestic Water) Fire Waterl Asphalt Pavinq Curb & Gutted Sidewalks Dumpster Enclosure Striping & Signage� Dry Well / Fire Hydrant Svstem Irrigation Svstem Demo Fencing Chain Link Galy WI Barbed 6' +1'I Gates I Manual Gate Operator Electric Dumpster Gates Bollards Landscape Sodding - Bahia CONCRETE Building Foundations & Slab METALS Anchor Bolts Base Angle Fasteners Basel 1/2" Anchor Bolts H. Dr.ANalkdoorsl WOOD & PLASTICS1 Wdw & Door Bucks THERMAL & MOISTURE PROT Insulatloni Solashblocksl Fire Caulking l DOORS & WINDOWS HM Doors I Frames / Hdwe I Installation Aluminum Entrance Drs. Windows Amount 7,821 3.179 7.675 8.0031 62,7421 41,164 35.7771 7,482 129.926 6.0711 23,7771 7,760 5.256 25,6521 5,5271 1,1281 33,3681 3,6501 3,6501 4.264 5865 5,7351 20,5841 125,216 2,4091 1041 1,6141 1 3.2621 Notes IncIIWIth PEMB & Drywall 6091 1,7731 1 11,7801 5,4221 97621 Page 3 of 28 CITY OF SEBASTIAN MUNICIPAL AIRPORT- HANGAR D AHRENS COMPANIES PROPOSAL SUMMARY Description Amount Notes FINISHES Drywall Subcontractor 21893 Porcelain Floor 4,672 Porcelain Tile Base 1,652 Vinyl Floorinq 505 VCT Basel 8-17 Floor Prepl 417 Ashford Formula at Hangars1 4,142 Floor StriDInq Hanciarl 2,023 Clean Floor 592 Paintincil 23,165 Paint Bollardsl 938 SPECIALTIES Toilet Access & Compartments) 2,868 Slcmagel 313 Address Numbers 52 Fire Extinquishers 1,361 SPECIAL CONSTRUCTION Pre-engineered Metal Building) 334,339 Insulation is included Buildinq Erection 182,700 Exterior Doors 1,981 Metallic man -doors added Hangar.Dooml 71,529 MECHANICALI Fire Sprinkler System 46,402 Knox Box 678 Plumbing 76,762 Bath Exhaust Fans 3.128 Exhaust Fans 3,723 Exhaust Louvers 1,595 Intake Louvers 4,411 ELECTRICAL Electrical 149,621 Fire Alarm SVstem 12,023 Subtotal 1,768,816 Builders Risk Insurance 7,604 Suretv Bond 20,198 Gen Liability Insurance 26,124 Home Office Admin Expenses 70,723 Management Fee 70,723 Total 1,964,187 Page 4 of 28 O. NORTH ELEVATION � •w.a ermt:ma=rm x a• EAST ELEVATION rao arwte:,ne-ra .!� WEST ELEV�TION eoo scut: ma=ry V SOUTH ELEVATION koa srwm:v,r-t•a• MUNI ALAI ORT ®architccfure i�a�ootoiea HANGAR "O" rtw mr r.n. 4z rAt xe: xram ,cram REVISIONS 1 11111 i ELEVATIONS 'M 11.1. 1.1c a.. A-0.0 u Name ® ® T, a a a a p Complete Drawings Permitting Process Mobilization Silt fence and grub site Construct building pad Form, MEP and pour slab Erect steel building Exterior Windows and doors Interior metal studs MEP Roughs Fire System Roughs Install drywall Interior finishes MEP Trim Outs Fire System Tim Out Final Finshes Commision Systems Final inspections / Punch List SITE WORK Remove fill / Rough Grade Underground Utilities Task 2 3 4 5 7 8 s 1110 111 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Split Project: SEBASTIAN HANGER D Milestone Date: Tue 4/6/21 Summary Project Summary External Tasks Duration Finish 35 days Mon 5/10/21 Fri 6/25/21 15 days Mon 6/28/21 Fri 7/16/21 3 10 days Mon 7/19/21 Fri 7/30/21 4 5 days Mon 8/2/21 Fri 8/6/21 5 6 days Mon 8/9/21 Mon 8/16/21 6 15 days Tue 8/17/21 Mon 9/6/21 7 30 days Tue 9/7/21 Mon 10/18/218 5 days Tue 10/19/21 Mon 10/25/219 5 days Tue 10/26/21 Mon 11/1/21 10 15 days Tue 11/2/21 Mon 11/22/2111 14 days Tue 11/2/21 Fri11/19/21 11 9 days Tue 11/23/21 Fri12/3/21 12,13 10 days Mon 12/6/21 Fri 12/17/21 14 8 days Mon 12/20/21 Wed 12/29/2115 8 days Mon 12/20/21 Wed 12/29/2115 2 days Thu 12/30/21 Fri12/31/21 16,17 5 days Mon 1/3/22 Fri 1/7/22 18 15 days Tue 2/1/22 Mon 2/21/22 19,35 5 days Tue 9/7/21 Mon 9/13/21 7 18 days Tue 9/14/21 Thu 10/7/21 25 External Milestone Inactive Task ♦ Inactive Milestone • "—' • Inactive Summary Manual Task _Tw, Duration -only Page 1 ® Manual Summary Rollup Manual Summary Start -only Finish -only Deadline Progress 4 1 3 13 Page 6 of 28 IX Name 27 a a constructed Parking Lots Grade retension areas Air Side Paving Install irrigation Install Fence Final Grade site Install Landscaping / Sod Striping and signs Final Surveys and inspections 20 days 7 days 15 days 4 days 2 days 7 days 4 days 3 days 20 days Fri10/8/21 Thu 11/4/21 26 Fri 11/5/21 Mon 11/15/2127 Tue 11/16/21 Mon 12/6/21 28 Tue 12/7/21 Fri 12/10/21 29 Mon 12/13/21 Tue 12/14/21 30 Wed 12/15/21 Thu 12/23/21 31 Fri 12/24/21 Wed 12/29/2132 Thu 12/30/21 Mon 1/3/22 33 Tue 1/4/22 Mon 1/31/22 34 28 29 30 31 32 33 34 35 Task IExternal Milestone Split ........... Inactive Task Project: SEBASTIAN HANGER D Milestone ♦ Inactive Milestone Date: Tue 4/6/21 Summary n!"' I' Inactive Summary Project Summary V Manual Task External Tasks Duration -only Page 2 o Manual Summary Rollup Manual Summary�r Start -only C -- Finish -only 3 Deadline i - — Progress Page 7 of 28 DESIGN BUILD GUARANTEED MAXIMUM PRICE (GMP) WORK SERVICES AGREEMENT RFQ 19-04: Design Build of Multi -Purpose Hangar and Office Building at Sebastian Municipal Airport AGREEMENT APPROVED BY CITY COUNCIL: AGREEMENT EFFECTIVE DATE: 1. Parties: City of Sebastian, a municipal corporation of the State of Florida, (City). and Ahrens Enterprises, Inc. (Design Builder). 2. Designated Contact Person as to City Scott Baker (PROJECT MANAGER) Public Facilities Director 1225 Main Street Sebastian, Florida 32958 Phone:772-388-8113 Cell: 772-633-0897 Email: sbaker@cityofsebastian.org 3. Designated Contact Person as to Desion Builder: Richard C. Ahrens (PROJECT MANAGER) Chief Executive Officer 1461 Kinetic Rd. Lake Park, FL 33403 Phone: 561-863-9004 Cell: 561-909-8543 Email: richard@ahrenscompanies.com 4. Guaranteed Maximum Price (GMP). The Design Builder's GMP for the Work is a total of One Million. Nine Hundred Sixtv-Four Thousand. One Hundred Eichtv-Seven dollars and Zero cents ($1.964.187.00). The Design Builder shall be entitled to no increase. This price is for the performance of the Work in accordance with the Agreement Documents listed in Section 6. S. Project Time. The Design Builder shall achieve Substantial Completion of the Work and issue Certification of Occupancy no later than June 30. 2022. Time is of the essence in the performance of this Agreement. NOTE: The City reserves the right to allow for any approved extensions. 6. Agreement Document. • Exhibit "A" — GMP Proposal for Design Build Project, including Project Qualifications, dated March 18, 2021 • Exhibit "B" — Project Schedule(s) - to be submitted within 10 days of Notice to Proceed (NTP) • Exhibit "C" — Payment and Performance Bond, to be submitted within 10 days of NTP Additional Agreement Documents include the Supplemental General Conditions, Notice to Proceed (NTP), Purchase Order(s), Contract Amendments and Change Order(s). 7. Liquidated Damages. If the Design Builder fails to achieve Substantial Completion of the Work within the Contract Time listed above, the City shall be entitled to retain or recover, as liquidated damages and not as a penalty, the sum of 300.00 oer calendar day. Liquidated Damages will be sought starting on the first day following expiration of the Contract and continuing until the actual date of Substantial Completion. Such liquidated damages are hereby agreed to be a reasonable estimate of damages the City will incur as a result of delayed completion. The City may deduct liquidated damages from any unpaid amounts due the Design Builder under this Agreement. Any liquidated damages not so deducted from any unpaid amounts due the Design Builder shall be payable to the City at the demand of the City, together with interest from the date of the demand at the maximum allowable rate. B. City Funds. If sufficient funding is not available for Design Builder to complete the Work, City reserves the right to modify the terms and conditions of the Agreement to change the Scope of Work to reduce the cost to match any available funding. If such modifications to the Scope of Work are not feasible, or if funding has been totally exhausted prior to Design Builder's completion of its Work, the Agreement shall be terminated on terms reasonably acceptable to both parties. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 1 of 5 Page 8 of 28 9. Project Team. Design Builder will provide names and roles of the Project Team assigned for approval by the City. If any member of the Project Team discontinues service on the Project for any reason whatsoever, Design Builder shall promptly replace such team member with a qualified individual approved by the City, in writing, which approval will not be unreasonably withheld. 10. City's Project Manager. City shall designate a Project Manager. All Work done by the Design Builder shall be subject to the review, inspection and acceptance of the Project Manager and the City. Any and all technical questions which may arise as to the quality, completeness and acceptability of Work performed, or Work to be performed, interpretation of plans/specifications and all technical questions as to the acceptable fulfillment of the Agreement on the part of the Design Builder shall be referred to the City Manager who will resolve such questions. All Work shall be subject at all times to inspection and review by the Project Manager and the City. 11. Schedules, Reports and Records. Design Builder shall submit to City cost schedules, progress schedules, estimates, records, reports, and any other data, as related to the provision of the Work covered under the Agreement. Furthermore, City reserves the right to inspect and audit Design Builder's books and records relating to the Agreement, when deemed appropriate by City. All schedules, reports and records of Design Builder, as they relate to the Agreement, shall be retained by Design Builder for a period of three (3) years from the date of final payment under the Agreement. 12. Design Builder Initiated Changes. If the Design Builder initiates a substitution, deviation or change in the work which affects the scope of work or the expense of other trades, Design Builder shall be liable for the expense thereof, and any incidental extra work created by the change. 13. Termination for Convenience. Upon ten (10) days' written notice to Design Builder, the City may, for its convenience and without cause, elect to terminate this Agreement. In the event of termination, City will be responsible for compensating Design Builder only for the Work satisfactorily completed or partially completed up to the date of termination. Design Builder shall not be entitled to compensation for loss of anticipated profit. 14. Insurance. During the term of the Agreement, Design Builder, at its sole expense, shall obtain and maintain insurance of such a type and with such terms and limits as noted below. Providing and maintaining adequate insurance coverage is a material obligation of Design Builder. Design Builder shall provide City a certificate(s) of insurance, evidencing such coverage. It is the Design Builder's responsibility to ensure that the City has current Certificate(s) of Insurance at all times during the duration of the agreement, including renewal terms. 14.1 Minimum Insurance Requirements. The coverage's, limits or endorsements required herein protect the primary interests of City, and these coverage's, limits or endorsements shall in no way be required to be relied upon when assessing the extent or determining appropriate types and limits of coverage to protect Design Builder against any loss exposures, whether as a result of the Project or otherwise. All insurance policies shall name and endorse the following as additional insured(s): the City of Sebastian and 'Is City Council members, officers, employees and agents. an amount not less than: Commercial General ' $2,000,000 General Aggregate Limit; Each Aggregate Limit; Products & Liability Completed Operations; and Personal & Advertising Injury • $50,000 Fire Damage Limit • $5,000 Medical Expense Limit Professional Liability an amount not less than: (Errors & Omissions) ' $500,000 Each Occurrence, covering any damages caused by an error, omission or any negligent acts. an amount not less than: Automobile Liability • $1,000,000 Each Occurrence & Combined Single Limit • $5,000 Medical Expense Limit In accordance with Florida Statutes 440, maintain worker's compensation Worker's insurance to the extent required by law for all their employees to be engaged in Compensation work under this contract. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 2 of 5 Page 9 of 28 15. Payments. 15.1 Prompt Payment. City shall make payment of a payment request in accordance with Chapter 218, Part VII of the Florida Statutes "Local Government Prompt Payment Act" from the date which a properly received payment request/invoice is recorded as received by City, for Work completed to the satisfaction of City. 15.2 Payment Requests/Invoices. Requests for payment for the provision of the Work provided under the Agreement shall be submitted no more frequently than once per month, unless stipulated differently in the Agreement or solicitation documents. All requests for payment/invoices shall be submitted in sufficient detail to demonstrate compliance with the terms of the Agreement and to allow for the proper pre -audit and post -audit thereof. Upon receipt of Design Builder's payment requestlinvoice, the City will review to ensure completeness and that the Work covered under the payment request has been completed in accordance with this Agreement. If it is found that the payment requestlinvoice is not complete, or the Work covered under the payment request does not satisfy this Agreement, the payment request may be rejected. 15.3 Progress Payments. 153.1 1s` Application for Payment. The first Application for Payment shall be submitted no earlier than thirty (30) days following the issuance of the NTP. Prior to submitting its first Application for Payment, Design Builder shall submit to City, for its review and approval: (1) A schedule of values based upon the GMP, listing the major elements of the Work and the dollar value for each element; and (2) A complete list of all its proposed subcontractors showing the work and materials involved and the dollar amount of each proposed subcontract and purchase order. These submittals will be used as the basis for the submitted Applications for Payment. 153.2 Monthly Applications for Payment. Design -Build Firm shall submit three (3) copies of each of its Applications for Payment to the City on or before the 25th day of each month for work Derformed durinc the orevious month. Invoices received after the 25th day of each month shall be considered for payment as part of the next month's application. Within ten (10) calendar days after receipt of each Application for Payment, the City shall either: (1) Indicate approval of the requested payment; (2) Indicate approval of only a portion of the requested payment, stating in writing the reasons therefore; or (3) Return the Application for Payment to the Design Builder indicating, in writing, the reason for refusing to approve payment. In the event of a total or partial denial of the Application for Payment, the Design Builder may make the necessary corrections and resubmit the Application for Payment for reconsideration within ten (10) calendar days of receiving notice of refusal. Monthly payments to Design -Build Firm shall in no way imply approval or acceptance of Design -Build Firm's work. 153.3 Retainage. City shall retain five percent (5%) of the gross amount of each monthly payment request or five percent (5%) of the portion thereof approved by the City for payment, whichever is less, up to fifty percent (50%) completion. Thereafter, if on schedule, the City shall retain two point five percent (2.5%) of the gross amount of each payment request. Such sum shall be accumulated and not released to Design Builder until final payment is due. Any interim interest on such sums shall accrue to County. Due to circumstances beyond the Design Builder's control and at the City's sole discretion, a percentage of the amount retained from the gross amount of each monthly payment may be reduced prior to final completion of the Project and said percentage released to the Design Builder upon receiving a certificate of substantial completion and approval from the Architect/Engineer. Release of any portion or percentage of sums retained prior to final completion of the Project shall in no way imply approval or acceptance of work. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 3 of 5 Page 10 of 28 15_3.4 Withheld Payments. The City may decline to approve any Application for Payment, or portions thereof, because of subsequently discovered evidence or subsequent inspections. The City may nullify the whole or any part of any approval for payment previously issued and withhold any payments otherwise due the Design Builder under this Agreement, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of Design Builder to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the GMP; (e) reasonable indication that the Work will not be Design Builder; or (g) any other material breach of the Contract Documents. If these conditions are not remedied or removed, City may, after three (3) days written notice, rectify the same at Design Builder's expense. City also may offset against any sums due Design Builder the amount of any liquidated or un-liquidated obligations of Design Builder to City, whether relating to or arising out of this Agreement. 153.5 Final Payment. City shall make final payment to Design Builder within thirty (30) calendar days after the Work is inspected and accepted by City in accordance with Section 10 herein provided. Design Builder's acceptance of final payment shall constitute a full waiver of any and all claims by Design Builder against City arising out of this Agreement or otherwise relating to the Project, except those previously made in writing and identified as unsettled at the time of the final Application for Payment. Neither the acceptance of the Work nor payment by City shall be deemed to be a waiver of City's right to enforce any obligations of Design Builder's hereunder or to the recovery of damages for defective Work not discovered by the City at the time of final inspection. 16. Public Records: Design Builder will keep and maintain public records required by the City to perform the service. Upon request from the City's custodian of public records, Design Builder will provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time and at a cost that does not exceed the cost provided in Chapter 119, Florida Statues, or as otherwise provided by law. Design Builder will ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of the Agreement and following completion of the Agreement if Design Builder does not transfer the records to the City. Upon completion of the Agreement, Design Builder will transfer, at no cost, to the City all public records in possession of the Design Builder or keep and maintain public records required by City to perform the service. If Design Builder transfers all public records to City upon completion of the Agreement, Design Builder shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Design Builder keeps and maintains public records upon completion of the Agreement, Design Builder shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology system of the City. If Design Builder does not comply with the City's request for public records, the City shall enforce the provisions of the Agreement in accordance with the terms of the Agreement and may cancel the Agreement. IF DESIGN BUILDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DESIGN BUILDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT JEANETTE WILLIAMS, CUSTODIAN OF PUBLIC RECORDS, AT 1225 MAIN STREET, SEBASTIAN, FL 32958; EMAIL: jwilliams@cityofsebastian.org; PHONE: 772-388-8215. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 4 of 5 Page 11 of 28 DocuSign Envelope 10: 11 BA9915-FC5B-463D-AA3D-630t E1CB4546 17. Indemnification. The Design Builder shall indemnify and hold the City harmless from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arse out of the use and occupancy of the property by the Design Builder, its family, associates. Design Builders, agents, employees, customers and attendees. This paragraph shall survive the expiration or termination of this agreement. Nothing in this agreement shall be construed as the City waiving its immunity pursuant to §768.28, at seq., Florda Statutes, or any other sovereign or governmental immunity. 18. Disadvantage Business Enterprise (DBE(. The DBE requirements of applicable federal and state laws and regulations apply under this agreement, as defined in 49 C.F.R. Part 26. DBEs should have a fair and equal opportunity to compete for dollars spent by the City of Sebastian to procure construction -related services. Design Builder shall use good faith efforts to ensure opportunities to compete for and perform contracts are available on the Project. 19, Waiver. The delay or failure by City to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of City's right thereafter to enforce those rights, nor shall any single or partial exercise of any such night preclude the City of any other or further exercise thereof or the exercise of any other right. 20. Severability. If a court deems any provision of the Agreement void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect. 21. Survival. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement wll survive completion or termination of the Agreement for any reason. 22. Authority. Each person signing the Agreement warrants that he or she Is duly authorized to do so and to bind the respective party to the Agreement. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year noted above. ATTEST(SEAL): o«veed.dd e04"N a ms, MMC CITY CLERK Approved as to form and legality for reliance by the City of Sebastian only: o uagn.dq: A_ HD' tp1AP., Esq. CITY ATTORNEY THE CITY OF SEBASTIAN : (-Ci BY: PA4 'PaG'@.'�d7ASie CITY MANAGER AHRENS ENTERPRISES, INC.: (-De(lltgpa4l�dg) BY:I ndLad Q"s CHIEF EXECUTIVE OFFICER City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFO 19-04 Design Build of Multi -Purpose Hanger and Office Building at Airport Page 5 of 5 CITY OF SEBASTIAN, FL PROCUREMENT DIVISION PUBLIC FACILITIES DEPARTMENT / AIRPORT LPuF 5 T� ' ®= ^'r — HOME OF PELICAN ISLAND SUPPLEMENTAL GENERAL CONDITIONS OF THE DESIGN BUILD GUARANTEED MAXIMUM PRICE (GMP) WORK SERVICES AGREEMENT RFQ 19-04: Design Build of Multi -Purpose Hangar and Office Building at Sebastian Municipal Airport Effective Date: Contacts/Proiect Manaqers City of Sebastian, FL Ahrens Enterprises, Inc. dba Ahrens Companies Scott Baker Richard C. Ahrens (772)633-0897 (561)909-8543 rbakerno citvofsebastian.oro richard(o)ahrenscomoanies.com Page 12 of 28 TABLE OF CONTENTS ARTICLE 1: AGREEMENT DOCUMENTS DETAILS............................................................................ 3 ARTICLE 2: DESIGN BUILDER'S PERFORMANCE AND PAYMENT BONDS ............................................ 3 ARTICLE 3: OWNERSHIP OF DRAWINGS....................................................................................... 4 ARTICLE 4: ASSIGNMENT........................................................................................................... 4 ARTICLE 5: DESIGN BUILDER'S PROJECT MANAGER/SUPERINTENDENT SUPERVISION ........................ 4 ARTICLE 6: DESIGN BUILDER'S DECISIONS, JUDGMENTS ACCESS TO WORK AND INSPECTION ............. 5 ARTICLE 7: WORKING HOURS AND USE OF PREMISES.................................................................... 5 ARTICLE8: CLEANING UP.......................................................................................................... 5 ARTICLE 9: MATERIALS AND EMPLOYEES.................................................................................... 6 ARTICLE 10: EMPLOYEES, SUB -CONSULTANTS AND AGENTS.......................................................... 6 ARTICLE 11: UNSUITABLE CONDITIONS........................................................................................ 6 ARTICLE 12: TEMPORARY FACILITIES.......................................................................................... 6 ARTICLE 13: SURVEYS, PERMITS, LAWS, TAXES AND LAWS............................................................ 7 ARTICLE 14: DRAWINGS AND SPECIFICATIONS ON THE WORK ......................................................... 8 ARTICLE 15: PROTECTION OF WORK AND PROPERTY.................................................................... 8 ARTICLE 16: SAMPLES AND TESTING........................................................................................... 9 ARTICLE 17: UTILITIES............................................................................................................... 9 ARTICLE 18: CORRECTION OF WORK BEFORE ACCEPTANCE.........................................................10 ARTICLE 19: CHANGES IN THE WORK.........................................................................................10 ARTICLE 20: DELAYS AND EXTENSIONS OF TIME..........................................................................12 ARTICLE 21: DISPUTE RESOLUTION............................................................................................12 ARTICLE 22: COMPLETION, FINAL INSPECTION, ACCEPTANCE AND SETTLEMENT..............................12 ARTICLE 23: GENERAL WARRANTY AND CORRECTION OF WORK AFTER ACCEPTANCE ...................... 13 ARTICLE 24: GUARANTEES AND WARRANTIES............................................................................. 14 ARTICLE 25: GUARANTEE INSPECTIONS AFTER COMPLETION........................................................ 15 ARTICLE 27: MISCELLANEOUS PROVISIONS.................................................................................16 City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 2 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 13 of 28 ARTICLE 1: AGREEMENT DOCUMENTS DETAILS A. EXECUTION The Design Builder, within ten (10) days from the date of Work Services Agreement, will be required to: 1. Furnish fully executed Performance and Payment Bonds; and 2. Furnish certificates of insurance evidencing all required insurance. B. CORRELATION By execution of the Agreement, the Design Builder confirms familiarity of the site, local conditions and local requirements under which the Work is to be performed, including the building code programs of as implemented by the City, and has correlated personal observations with the requirements of the Agreement Documents. The Agreement Documents are complementary, and what is called for by any one document shall be as binding as if called for by all. The intention of the documents is to include all labor, materials, equipment and transportation necessary for the proper execution of the Work. Words describing materials or Work which have a well-known technical or trade meaning shall be held to refer to such recognized standards. C. INTENT OF DOCUMENTS Where a conflict occurs between or within standards, Specifications or Drawings, which is not resolved by reference to the precedence between the Agreement Documents, the more stringent or higher quality requirements shall apply so long as such more stringent or higher quality requirements are reasonably inferable. The City, or Design Builder with consent of the City, shall decide which requirements will provide the best installation. With the exception noted in the following paragraph, the precedence of the Agreement Documents is in the following sequence: 1. The Minimum Requirements of the Request for Qualifications, including issued addenda; 2. The Design Builder's Cost proposals; 3. The Agreement; 4. These Supplementary General Conditions; 5. Drawings and Specifications, all as modified by any Amendments. Change Orders and Amendments, if any, to the Agreement Documents take precedence over the original Agreement Documents. Nothing contained in the Design Build Agreement Documents shall create a professional obligation or Contractual relationship between the City and any third party, including the Design Builder. D. PARTNERING. COMMUNICATIONS AND COOPERATION Should conflict, disagreement and/or dispute arise during the performance of this Agreement, the Design Builder and the City encourage a relationship of open communication and cooperation between the employees and personnel of both, in which the objectives of the Agreement may be better achieved and issues resolved in a more fully informed atmosphere. The designated contact persons for the City and Design Builder shall be fully authorized to implement a voluntary partnering plan for the purpose of facilitating open communications. The assigned individuals shall endeavor to reach an informal agreement, but shall have no such obligation. Any plans these parties voluntarily agree to implement shall result in no change to the Agreement amount, and no costs associated with such plan or its development shall be recoverable under any Agreement clause. In addition, no plan developed to facilitate open communication and cooperation shall alter, amend or waive any of the rights or duties of either party under the Agreement unless and except by written Amendment to the Agreement, nor shall anything in this clause or any subsequently developed partnering plan be deemed to create fiduciary duties between the parties unless expressly agreed in a written Amendment to the Agreement. ARTICLE 2: DESIGN BUILDER'S PERFORMANCE AND PAYMENT BONDS The Design Builder shall furnish a Performance and Payment Bond executed by a corporate Surety authorized to do business in the State of Florida, in the full amount of the GMP. The expense of these bonds shall be borne by the Design Builder and the bonds shall be filed with the City. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 3 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 14 of 28 ARTICLE 3: OWNERSHIP OF DRAWINGS A. INSTRUMENTS OF SERVICE Drawings, specifications and other documents, Including those in electronic form, prepared by the Design Builder are Instruments of Service for use solely with respect to this Project. The Design Builder shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. Upon execution of this Agreement and the contract between the Design Builder shall grant to the City a perpetual nonexclusive license to reproduce and use, and permit others to reproduce and use for the City, the 's Instruments of Service solely for the purposes of constructing, using and maintaining the Project for future alterations or additions to the Project. The Design Builder shall obtain similar nonexclusive licenses from its consultants consistent with this Agreement. If and upon the date the Design Builder is adjudged in default, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting the City to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections and additions to the Instruments of Service solely for the purposes of completing, using and maintaining the Project for future alterations or additions to the Project. Any unilateral use by the City of the Instruments of Service for completing, using, maintaining, adding to or altering the Project or facilities shall be at the City's sole risk and without liability to the Design Builder and its consultants; provided, however, that if the City's unilateral use occurs for completing, using or maintaining the Project as a result of the Design Builder's default, nothing in this Article shall be deemed to relieve the of liability for its own acts or omissions or default. B. AS -BUILT DRAWINGS/( ECORD DF NWINGS The Design Builder shall, upon completion of the Construction Phase, receive redline As -Built Drawings from the City. These redline changes shall describe the built condition of the Project. This information and all of the incorporated changes directed by Bidding Addenda, Change Order/Amendment and/or Supplementary Instructions shall be incorporated into a Record Drawings document provided to the Principal Representative in the form of an electro-media format (one (1) set in Auto CAD and one (1) set in PDF format) and one (1) hard bound paper copy as agreed between the parties. The Design Builder shall also provide the Principal Representative with the original As -Built Drawings. Final payment to the Design Builder shall be withheld until all Record Drawings have been submitted and approved by the Principal Representative. ARTICLE 4: ASSIGNMENT Neither City nor The Design Builder shall sell, assign or transfer any of its rights, duties or obligations under the Agreement without the prior written consent of the other Party. In the event of any assignment, The Design Builder remains secondarily liable for performance of the Agreement, unless City expressly waives such secondary liability. ARTICLE 5: DESIGN BUILDER'S PROJECT MANAGER/SUPERINTENDENT SUPERVISION The Design Builder shall employ, and keep present on the Project during its progress, a competent Project Manager (PM)/ Superintendent (Supt) and any necessary assistants, all satisfactory to the City. The PM/Supt shall not be changed except with the consent of the City, unless the PM/Supt proves to be unsatisfactory to the Design Builder and ceases to be in his or her employ. PM/Supt shall represent the Design Builder for the Project, and in the absence of the Design Builder, all directions given to the PM/Supt shall be as binding as if given to the Design Builder. Directions received by the PM/Supt shall be documented and communicated in writing with the Design Builder. The Design Builder shall give efficient supervision to the Work, using his or her best skill and attention. He or she shall carefully study and compare all Drawings, Specifications and other written instructions and shall without delay report any error, inconsistency or omission which he or she may discover in writing to the City and Design Builder. The Superintendent shall see that the Work is carried out in accordance with the Agreement Documents and in a uniform, thorough and first-class manner in every respect. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 4 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 15 of 28 ARTICLE 6: DESIGN BUILDER'S DECISIONS, JUDGMENTS ACCESS TO WORK AND INSPECTION A. DECISIONS The Design Builder shall, within a reasonable time, make decisions on all matters relating to the interpretation of the Agreement Documents as it relates to compliance with the Drawings and Specifications. Such decisions by the Design Builder shall be promptly forwarded to the City. The City may consent with such decision by the Design Builder or amend/revise such decision at the discretion of the City. B. JUDGMENTS The Design Builder is, in the first instance, the judge of the performance required by the Agreement Documents as it relates to compliance with the Drawings and Specifications and quality of workmanship and materials. C. ACCESS TO WORK The Design Builder and the City shall at all times have access to the Work. The Design Builder shall provide proper facilities for such access and for their observations or inspection of the Work. D. INSPECTION The Design Builder has agreed to make periodic visits to the site to generally observe the progress and quality of the Work to ensure that the Work is proceeding in accordance with the Agreement Documents as it relates to compliance with the Drawings and Specifications. Observation may extend to all or any part of the Work and to the preparation, fabrication or manufacture of materials. Without in any way meaning to be exclusive or to limit the responsibilities of the Design Builder, the Design Builder has agreed to observe, among other aspects of the Work, the following for compliance with the Agreement Documents as it relates to compliance with the Drawings and Specifications: 1. Compaction testing reports; 2. Reinforcing steel after installation and before concrete is poured; 3. Structural concrete; 4. Laboratory reports on all concrete testing; 5. Structural steel during and after erection and prior to its being covered or enclosed; 6. Steel welding; 7. Mechanical and plumbing Work following its installation and prior to its being covered or enclosed; 8. Electrical work following its installation and prior to its being covered or enclosed; and 9. Any special or quality control testing required in the Agreement Documents. ARTICLE 7: WORKING HOURS AND USE OF PREMISES A. WORKING HOURS Working Hours shall be in accordance with the applicable City Ordinances (Chapter 67 - NOISE) and/or in compliance with the City's directions. City's preference is for work to commence at 7:30 AM EST and end for the day by 7:30 PM EST on Sunday through Saturday. B. USE OF PREMISES The Design Builder shall confine apparatus, the storage of materials and the operations of workmen to limits indicated by law, ordinances, permits and any limits lines shown on the Drawings. The Design Builder shall not unreasonably encumber the premises with materials. ARTICLE 8: CLEANING UP The Design Builder shall keep the building and premises free from all surplus material, waste material, dirt and rubbish caused by employees or work, and at the completion of the Work shall remove all such surplus material, waste material, dirt, and rubbish, as well as all tools, equipment and scaffolding, and shall wash and clean all window glass and plumbing fixtures, perform cleanup and cleaning required by the Specifications and leave all of the Work clean unless more exact requirements are specified. City of Sebastian Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 5 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 16 of 28 ARTICLE 9: MATERIALS AND EMPLOYEES Unless otherwise stipulated, the Design Builder shall provide and pay for all materials, labor, water, tools, equipment, light, power, transportation and other facilities necessary for the execution and completion of the Work. The Design Builder is fully responsible for all acts and omissions of the Design Builder's employees and shall at all times enforce strict discipline and good order among employees on the site. The Design Builder shall not employ on the Work any person reasonably deemed unfit by the City or anyone not skilled in the Work assigned to them. ARTICLE 10: EMPLOYEES, SUB -CONSULTANTS AND AGENTS All Design Builder employees, sub -Consultants, and agents performing any of the Services under the Agreement shall be properly trained to meet or exceed any specified training qualifications. Upon request, the Design Builder shall furnish a copy of certification or other proof of qualification. All employees, sub -Consultants, and agents of the Design Builder must comply with all security and administrative requirements of the City. The City may conduct, and the Design Builder shall cooperate in, a security background check or otherwise assess any employee, sub - Consultant, and agent of the Design Builder. City may refuse access to, or require replacement of, any of the Design Builders employee, sub- Consultant and agent for cause, including, but not limited to, technical or training qualifications, quality of services, change in security status, or non-compliance with the City's security or other requirements. Such refusal shall not relieve the Design Builder of its obligation to perform all Services in compliance with the Agreement. City may reject and bar from any facility for cause any of the Design Builder's employees, sub - Consultants, or agents. The City shall have the right to review and approve any sub -Consultant used by the Design Builder. The Design Builder shall be fully responsible to the City for the acts and omissions of its sub -Consultants, and persons directly or indirectly employed by them. It is the Design Builder's responsibility to ensure that their sub - Consultants are properly licensed to do business in the State of Florida and the City of Sebastian, as required by law. ARTICLE 11: UNSUITABLE CONDITIONS The Design Builder shall not work at any time, or permit any Work to be done, under any conditions contrary to those recommended by manufacturers or industry standards which are otherwise proper, unsuited for proper execution, safety and performance. Any cost caused by ill-timed Work shall be borne by the Design Builder unless the timing of such Work shall have been directed by the City, after the award of the Agreement, and the Design Builder provided Notice of any additional cost. ARTICLE 12: TEMPORARY FACILITIES A. OFFICE FACILITIES The Design Builder shall provide and maintain without additional expense for the duration of the Project temporary office facilities, as required and as specified, for its own use and the use of the representatives of the City. B. TEMPORARY AIR CON The Design Builder shall umish and pay for all the labor, facilities, equipment, fuel and power necessary to supply temporary air conditioning and ventilating, except to the extent otherwise specified, and shall be responsible for the installation, operation, maintenance and removal of such facilities and equipment. Unless otherwise specified, the permanent HVAC system shall not be used for temporary A/C in whole or in part. If the Design Builder desires to put the permanent system into use, in whole or in part, the Design Builder shall set it into operation and furnish the necessary fuel and manpower to safely operate, protect and maintain that HVAC system. Any operation of all or any part of the permanent HVAC system including operation for testing purposes shall not constitute acceptance of the system, nor shall it relieve the Design Builder of his or her one-year guarantee or manufactures warranty, whichever is greater, of the system from the date of the Notice of Substantial Completion of the entire Project, and if necessary due to prior operation, the Design Builder shall provide manufacturers' extended warranties from the date of the Design Builders use prior to the date of the Notice of Substantial Completion. C. WEATHER PROTECTION The Design Builder shall, at all times, provide protection against weather, so as to maintain all Work, materials, apparatus and fixtures free from injury or damages. The Design Builder shall provide weather -tight storage on substantial floors at least six (6) inches off the ground for all materials requiring protection from the weather. D. DUST PARTITIONS If the Work involves work in an occupied existing building, the Design Builder shall erect and maintain during the progress of the Work, suitable dust -proof temporary partitions, or more permanent partitions as specified, to protect such building and the occupants thereof. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 6 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 17 of 28 E. BENCH MARKS The Design Builder shall maintain any site benchmarks and shall establish any additional benchmarks necessary to layout the Work and ascertain all grades and levels as needed. F. SIGN The Design Builder shall erect and permit one 4' x 8' sign only at the site to identify the Project as specified or directed by the City, in compliance with City's Ordinance and which shall be maintained in good condition during the life of the Project. G. SANITARY PROVISION The Design Builder shall provide and maintain suitable, clean, temporary sanitary toilet facilities for any and all workmen engaged on the Work, for the entire construction period, in strict compliance with the requirements of all applicable codes, regulations, laws and ordinances, and no other facilities, new or existing, may be used by any person on the Project. When the Project is complete, the Design Builder shall promptly remove them from the site, disinfect, and clean or treat the areas as required. If any new construction surfaces in the Project other than the toilet facilities provided for herein are soiled at any time, the entire areas so soiled shall be completely removed from the Project and rebuilt. ARTICLE 13: SURVEYS, PERMITS, LAWS, TAXES AND LAWS A. SURVEYS The City shall furnish all surveys, property lines and bench marks deemed necessary by the Design Builder, unless otherwise specified. B. PERMITS AND LICENSES Permits and licenses necessary for the prosecution of the Work shall be secured and paid for by the Design Builder. The Design Builder's employees shall become personally familiar with these local conditions and requirements and shall fully comply with such requirements. State electrical and plumbing permits are required, unless the requirement to obtain such permits is altered by State Building's Programs. The Design Builder shall obtain and pay for such permits. Easements for permanent structures or permanent changes in existing facilities shall be secured and paid for by the City, unless otherwise specified. C. TAXES The Design Builder shall pay all sales., consumer, use and other similar taxes required to be paid by In accordance with the laws and regulations of the State of Florida which are applicable to the provision of the Services under the Agreement. City will not pay for any personal property taxes levied on the Design Builder or for any taxes levied on employees' wages. City is a political subdivision of the State of Florida and holds a State of Florida Sales Tax Exemption Certificate (No. 85-8012621778C-1). All purchases made by City directly from a dealer, distributor or manufacturer for materials, equipment or supplies ("direct purchase") instead of through the Design Builder are exempt from sales, consumer, use and other similartaxes. D. LAWS AND REGULATIONS The Design Builder shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of Local, State and Federal agencies having jurisdiction and authority. These laws, shall include, but not be limited to, Chapter 287 of the Florida Statutes, the Uniform Commercial Code, the Immigration and Nationalization Act, the Americans with Disabilities Act, the United States Occupational Safety and Health Act, the United States Environmental Protection Agency, the State of Florida Department of Environmental Protection, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, sexual orientation, gender identity or expression or veteran's status. Violation of such laws shall be grounds for termination of the Agreement. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 7 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 18 of 28 ARTICLE 14: DRAWINGS AND SPECIFICATIONS ON THE WORK The Design Builder shall keep on the job site one copy of the Agreement Documents in good order, including current copies of all Drawings and Specifications for the Work, and any approved Shop Drawings, Product Data or Samples, and as -built drawings. As -built drawings shall be updated weekly by the Design Builder and to reflect actual constructed conditions including dimensioned locations of underground Work and the Design Builder's failure to maintain such updates may be grounds to withhold portions of payments otherwise due. All such documents shall be available to representatives of the City. In addition, the Design Builder shall keep on the job site one copy of all approved addenda, Change Orders and requests for information issued for the Work. The Design Builder shall develop procedures to insure the currency and accuracy of as -built drawings and shall maintain on a current basis a log of requests for information and responses thereto, a Shop Drawing and Product Data submittal log, and a Sample submittal log to record the status of all necessary and required submittals. ARTICLE 15: PROTECTION OF WORK AND PROPERTY A. GENERAL PROVISIONS The Design Builder shall continuously maintain adequate protection of all Work and materials protect the property from injury or loss arising in connection with this Agreement and adequately protect adjacent property as provided by law and the Agreement Documents. The Design Builder shall make good any damage, injury or loss, except to the extent: 1. Caused by agents or employees of the City; and, 2. Due to causes beyond the Design Builder's control and not due to fault or negligence; provided such damage, injury or loss would not be covered by the insurance required to be carried by the Design Builder. B. SAFETY PRECAUTIONS The Design Builder shall take all necessary precautions for the safety of employees on the Project, and shall comply with all applicable provisions of federal, State and municipal safety laws and building codes to prevent accidents or injury to persons on, about or adjacent to the premises where the Work is being performed. Design Builder shall erect and properly maintain at all times, as required by the conditions and progress of the Work, all necessary safeguards for the protection of workers and the public and shall post danger signs warning against the hazards created by such features of construction as protruding nails, hoists, well holes, elevator hatchways, scaffolding, window openings, stairways and falling materials; and he or she shall designate a responsible member of his or her organization on the Project, whose duty shall be the prevention of accidents. The name and position of any person so designated shall be reported to the City by the Design Builder. The Design Builder shall provide all necessary bracing, shoring and tying of all structures, decks and framing to prevent any structural failure of any material which could result in damage to property or the injury or death of persons; take all precautions to insure that no part of any structure of any description is loaded beyond its carving capacity with anything that will endanger its safety at any time; and provide for the adequacy and safety of all scaffolding and hoisting equipment. The Design Builder shall not permit open fires within the building enclosure. The Design Builder shall construct and maintain all necessary temporary drainage and do all pumping necessary to keep excavations and floors, pits and trenches free of water. The Design Builder shall be solely responsible for all construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work, except as otherwise noted. The Design Builder shall take due precautions when obstructing sidewalks, streets or other public ways in any manner, and shall provide, erect and maintain barricades, temporary walkways, roadways, trench covers, colored lights or danger signals and any other devices necessary or required to assure the safe passage of pedestrians and automobiles. C. EMERGENCIES In an emergency affecting the safety of life or of the Work or of adjoining property, the Design Builder without special instruction or authorization from the City, is hereby permitted to act, at his or her discretion, to prevent such threatened loss or injury; and he or she shall so act, without appeal, if so authorized or instructed. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 8 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 19 of 28 ARTICLE 16: SAMPLES AND TESTING A. SAMPLES The Design Builder shall furnish for approval, with such promptness as to cause no delay in his or her Work engaged by the City, all Samples as directed by the City. The Design Builder and the City shall check and approve such Samples, with reasonable promptness, but only for conformance with the design intent of the Agreement Documents and the Project, and for compliance with any submission requirements given in the Agreement Documents. B. TESTING - GENERAL The Design Builder shall provide such equipment and facilities required for conducting field tests and for collecting and forwarding samples to be tested. All materials or equipment proposed to be used may be tested at any time during their preparation or use. The Design Builder shall furnish the required samples without charge. Products may be sampled either prior to shipment or after being received at the site of the Work. Tests shall be made by an accredited testing laboratory. Except as otherwise provided in the Specifications, sampling and testing of all materials, and the laboratory methods and testing equipment, shall be in accordance with the latest standards and tentative methods of the American Society of Testing Materials (ASTM). The cost of testing shall be paid by the Design Builder. C. TESTING - CONCRETE AND SOILS The Design Builder shall assume the responsibility of arranging, scheduling and coordinating the concrete sample collection efforts and soils compaction efforts in an efficient and cost effective manner. Testing shall be performed in accordance with the requirements of the Specifications, and if no requirements are specified, the Design Builder shall request instructions and testing shall be as directed by the Design Builder's Engineer(s), as applicable, and in accordance with standard industry practices. The City and the Design Builder shall be given reasonable advance notice of each concrete pour and reserve the right to either increase or decrease the number of cylinders or the frequency of tests. Soil compaction testing shall be at random locations selected by the Engineer(s). In general, soils compaction testing shall be as directed by the Engineer(s) and shall include all substrate prior to backfill or construction. D. TESTING - OTHER Additional testing required by the Specifications will be accomplished and paid for by the Design Builder in a manner similar to that for concrete and soils unless noted otherwise in the Specifications. In any case, the Design Builder will be responsible for arranging, scheduling and coordinating additional tests. ARTICLE 17: UTILITIES A. TEMPORARY UTILITIES Unless otherwise specifically stated in the Specifications or on the Drawings, the Design Builder shall be responsible for the locations of all utilities as shown on the Drawings or indicated elsewhere in the Specifications, subject to compliance with all statutory or regulatory requirements to call for utility locates. The Design Builder shall provide and pay for the installation of all temporary utilities required to supply all the power, light and water needed and shall install and maintain all such utilities in such manner as to protect the public and workmen and conform to any applicable laws and regulations. Upon completion of the Work, Design Builder shall remove all such temporary utilities from the site. The Design Builder shall pay for all consumption of power, light and water used without regard to whether such items are metered by temporary or permanent meters. B. PROTECTION OF EXISTING UTILITIES Where existing utilities, such as water mains, sanitary sewers, storm sewers and electrical conduits, are shown on the Drawings, the Design Builder shall be responsible for the protection thereof, without regard to whether any such utilities are to be relocated or removed as a part of the Work. If any utilities are to be moved, the moving must be conducted in such manner as not to cause undue interruption or delay in the operation of the same. C. CROSSING OF UTILITIES When new construction crosses highways, railroads, streets, or utilities under the jurisdiction of State, city or other public agency, public utility or private entity, the Design Builder shall secure proper written permission before executing such new construction. The Design Builder will be required to furnish a proper release before final acceptance of the Work. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 9 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 20 of 28 ARTICLE 18: CORRECTION OF WORK BEFORE ACCEPTANCE The Design Builder shall promptly remove from the premises all work or materials condemned or declared irreparably defective as failing to conform to the Agreement Documents on receipt of written Notice from the City, whether incorporated in the Work or not. The City reserves the right to consult with the Design Builder on any item in question and to obtain documentation of opinions rendered. If such materials shall have been incorporated in the Work, or if any unsatisfactory Work is discovered, the Design Builder shall promptly replace and re -execute his or her Work in accordance with the requirements of the Agreement Documents without expense to the City. Should any defective Work or material be discovered during the process of construction, or should reasonable doubt arise as to whether certain material or Work is in accordance with the Agreement Documents, the value of such defective or questionable material or Work shall not be included in any application for payment, or if previously included, shall be deducted by the City from the next application submitted by the Design Builder. If the Design Builder does not perform repair, correction and replacement of defective Work, In lieu of proceeding by issuance of a Notice of intent to remove condemned Work as outlined above, the City ma , not less than seven (7) days after giving the original written Notice of the need to repair. correct. or reolace defective Work. deduct all costs and exqenses of reolacement or correction from the Desian Builder's next aoDlication for Davment in addition to the value of the defective Work or material. If the Design Builder does not remove such condemned or irreparably defective Work or material within a reasonable time, the City ma , after giving a second seven (7) day advance Notice to the Design Builder and the Surety, remove them and may store the material at the Design Builders expense. The City may accomplish the removal and replacement with its own forces. If the Design Builder disagrees with the Notice to remove Work or materials condemned or declared irreparably defective, the Design Builder may request facilitated negotiation of the issue and the City's right to proceed with removal and to deduct costs and expenses of repair shall be suspended and tolled until such time as the parties meet and negotiate the issue. ARTICLE 19: CHANGES IN THE WORK The City may designate, without invalidating the Agreement, extra Work or make changes with or without the consent of the Design Builder as hereafter provided, by altering, adding to or deducting from the Work, the Agreement sum being adjusted accordingly. All such changes in the Work shall be within the general scope of and be executed under the conditions of the Agreement, except that any claim for extension of time made necessary due to the change or any claim of other delay or other impacts caused by or resulting from the change in the Work shall be presented by the Design Builder and adjusted by Change Order to the extent known at the time such change is ordered and before proceeding with the extra or changed Work. Any claims for extension of time or of delay or other impacts, and any costs associated with extension of time, delay or other impacts, which are not presented before proceeding with the change in the Work, and which are not adjusted by Change Order to the extent known, shall be waived. A. THE VALUE OF CHANGED WORK 1. The value of any extra Work or changes in the Work shall be determined by agreement by estimate and acceptance of a lump -sum amount. 2. Where the Design Builder and the City cannot agree on the value of extra work, the City may order the Design Builder to perform the changes in the Work and a Change Order may be unilaterally issued based on an estimate of the change in the Work prepared by the City. The value of the change in the Work shall be the City's determination of the amount of equitable adjustment attributable to the extra Work or change. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 10 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 21 of 28 B. DETAILED BREAKDOWN In all cases where the value of the extra or changed Work is not known based on unit prices in the Design Builder's proposal or the Agreement, a detailed change proposal shall be submitted by the Design Builder, with which the City may require an itemized list of materials, equipment and labor, indicating quantities, time and cost for completion of the changed Work. Such detailed change proposals shall be stated in lump sum amounts and shall be supported by a separate breakdown, which shall include estimates of all or part of the following when requested by the City: 1. Materials, indicating quantities and unit prices including taxes and delivery costs, if any. 2. Labor costs, indicating hourly rates and time and labor burden to include Social Security and other payroll taxes such as unemployment, benefits and other customary burdens. 3. Costs of project management time and superintendence time of personnel stationed at the site, and other field supervision time, but only where a time extension, other than a weather delay, is approved as part of the Change Order, and only where such project management time and superintendence time is directly attributable to and required by the change. 4. Construction equipment (including small tools). Expenses for equipment and fuel shall be based on customary commercially reasonable rental rates and schedules. Equipment and hand tool costs shall not include the cost of items customarily owned by workers. 5. Workers' compensation costs, if not included in labor burden. 6. The cost of commercial general liability and property damage insurance premiums but only to the extent charged the Design Builder as a result of the changed Work. 7. Builder's risk insurance premium costs. 8. Bond premium costs. 9. Testing costs not otherwise excluded by these General Conditions. 10. Sub -Contractor costs. 11. Design Builder's Architect/Engineer Design Services Costs. C. HAZARDOUS MATERIALS The City represents that it has undertaken an examination of the site of the Work and has no knowledge of hazardous substances, as defined below, which the Design Builder could reasonably encounter in its performance of the Work. In the event the City so discovers hazardous substances, the City shall render harmless such hazards before the Design Builder commences the Work. In the event the Design Builder encounters any materials reasonably believed to be hazardous substances which have not been rendered harmless, the Design Builder shall immediately stop Work in the area affected and report the condition to the City, in writing. For purposes of this Agreement, "hazardous substances" shall include asbestos, lead, polychlorinated biphenyl (PCB) and any or all of those substances defined as "hazardous substance", "hazardous waste", or "dangerous or extremely hazardous wastes" as those terms are used in the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and the Resource Conservation and Recovery Act (RCRA), and shall also include materials regulated by the Toxic Substances Control Act (TSCA), the Clean Air Act, the Air Quality Act, the Clean Water Act, and the Occupational Safety and Health Act. The Work in the affected area shall not therefore be resumed except by written agreement of the City and the Design Builder, if in fact materials that are hazardous substances have not been rendered harmless. The Work in the affected area shall be resumed only in the absence of the hazardous substances or when it has been rendered harmless or by written agreement of the City and the Design Builder. D. EMERGENCY FIELD CHANGE ORDERED WORK The City, without invalidating the Agreement, may order extra Work or make changes in the case of an emergency that is a threat to life or property or where the likelihood of delays in processing a normal Change Order will result in substantial delays and or significant cost increases for the Project. Emergency Field Orders are not to be used solely to expedite normal Change Order processing absent a clear showing of a high potential for significant and substantial cost or delay. Such changes in the Work may be directed through issuance of an Emergency Field Change Order signed by the Design Builder and approved by the City. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 11 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 22 of 28 ARTICLE 20: DELAYS AND EXTENSIONS OF TIME If the Design Builder is delayed at any time in the progress of the Work, the Design Builder shall provide Notice in writing to the City within three (3) business days from the beginning of such delay and shall file a written claim for an extension of time within seven (7) business days after the period of such delay. All claims for extension of time due to a delay claimed to arise or result from ordered changes in the scope of the Work, or due to instructions claimed to increase the scope of the Work, shall be presented to the City as part of a claim for extra cost, if any. Extension of the time for completion of the Work will be granted for delays due to weather conditions only when the Design Builder demonstrates that such conditions were more severe and extended. For weather delays and delays caused by events, acts or omissions not within the control of the City or any person acting on the City's behalf, the Design Builder shall be entitled to an extension of time only and shall not be entitled to recovery of additional cost due to or resulting from such delays. This Article does not, however, preclude the recovery of damages for delay by either party under other provisions in the Agreement Documents, ARTICLE 21: DISPUTE RESOLUTION For any dispute concerning performance of the Agreement, which includes without limitation controversies based upon breach of agreement, mistake, misrepresentation, or other cause for agreement modification or rescission, the City shall attempt to reach a mutual agreement as to the settlement and resolution of the dispute with The Design Builder. The City Manager or designee's decision upon all claims, questions, and disputes shall be final, conclusive, and binding. Adjustments of compensation and contract time because of any major changes in the work that might become necessary or be deemed as the work progresses shall be reviewed by the City's assigned Project Manager and will require that a Change Order be processed in accordance with the City's legal and administrative procedures. If the Design Builder does not concur in the judgment of the Project Manager, it shall present written objections to the City Manager, who shall make a decision, and the Design Builder shall abide by the City Manager's decision. The decision shall be final and conclusive. ARTICLE 22: COMPLETION, FINAL INSPECTION, ACCEPTANCE AND SETTLEMENT A. NOTICE OF COMPLETION When the Work, or a discrete physical portion of the Work (as hereafter described) which the City has agreed to accept separately, is substantially complete and ready for final inspection, the Design Builder shall file a written Notice with the City that the Work, or such discrete physical portion, In the opinion of the Design Builder, is substantially complete under the terms of the Agreement. The Design Builder shall prepare and submit with such Notice a comprehensive list of items to be completed or corrected prior to final payment, which shall be subject to review and additions as the City shall determine after inspection. If the City believes that any of the items on the list of items submitted, or any other item of work to be corrected or completed, or the cumulative number of items of work to be corrected or completed, will prevent a determination that the Work is substantially complete, those items shall be completed by the Design Builder and the Notice shall then be resubmitted. B. FINAL INSPECTION Within ten (10) days of the submission of the Notice that the Work is substantially complete, the City and the Design Builder shall make a "final inspection" of the Project to determine whether the Work is substantially complete and has been completed in accordance with the Agreement Documents. The Design Builder shall provide the City an updated punch list in sufficient detail to fully outline the following: 1. Work to be completed, if any; and 2.. Work not in compliance with the Drawings or Specifications, if any. A final punch list may be made by the City in sufficient detail to fully outline to the Design Builder, unsatisfactory Work for any reason, if any. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 12 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 23 of 28 C. NOTICE OF SUBSTANTIAL COMPLETION Notice of Substantial Completion shall establish the date of substantial completion of the Project. The Design Builder acknowledges and agrees that because the departments, agencies and institutions of the City are generally involved with the business of the public at large, greater care must be taken in establishing the date of substantial completion than might otherwise be the case to ensure that a project or building or discrete physical portion of the Work is fully usable and safe for public use, and that such care necessarily raises the standard by which the concept of substantial completion is applied for a public building. The Notice of Substantial Completion shall not be issued until the following have been fully established: 1. All required building code inspections have been called for and the appropriate code officials have affixed their signatures to the Building Inspection Record indicating successful completion of all required code inspections; and 2. All required corrections noted on the Building Inspection Record shall have been completed unless the Design Builder and the City, in their complete and absolute discretion, all concur that the condition requiring the remaining correction is not in any way life threatening, does not otherwise endanger persons or property, and does not result in any undue inconvenience or hardship to the City or the public; and 3. The building, structure or Project can be fully and comfortably used by the City and the public without undue interference by the Design Builder's employees and workers during the completion of the final punch list taking into consideration the nature of the public uses intended and taking into consideration any stage or level of completion of HVAC system commissioning or other system testing required by the Specifications to be completed prior to issuance of the Notice of Substantial Completion; and 4. The Project has been fully cleaned as required by these Supplemental General Conditions, and as required by any stricter requirements of the Specifications, and the overall state of completion is appropriate for presentation to the public. Substantial completion of the entire Project shall not be conclusively established by a decision by the City to take possession and use of a portion, or the entire Project, where portions of the Project cannot meet all the criteria noted above. Failure to furnish the required completion schedule shall constitute a substantial reason for withholding the issuance of any Notice of Substantial Completion. The Design Builder shall have the right to request a final inspection of any discrete physical portion of the Project when in the opinion of the City, a final punch list can be reasonably prepared, without confusion as to which portions of the Project are referred to in any subsequent Notice of Partial Final Settlement which might be issued after such portion is finally accepted. D. NOTICE OF ACCEPTANCE The Notice of Acceptance shall establish the completion date of the Project. It shall not be authorized until the Design Builder has performed all of the Work to allow completion and approval. ARTICLE 23: GENERAL WARRANTY AND CORRECTION OF WORK AFTER ACCEPTANCE The Design Builder shall furnish the City with Design Builder's and manufacturer's warranty for all work. General Contractors' warranty period shall be one (1) year from the date of submittal of Final Completion and acceptance by the City. Design Builder warrants that the materials used and the equipment furnished shall be new and of good quality. The Design Builder further warrants that the Work, in all respects, is free from material defects not permitted by the Specifications and shall be in accordance with the requirements of the Agreement Documents. Neither the final certificate for payment nor any provision in the Agreement Documents shall relieve the Design Builder of responsibility for defects or faulty materials or workmanship. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 13 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 24 of 28 ARTICLE 24: GUARANTEES AND WARRANTIES A. ONE-YEAR GUARANTEE OF THE WORK All Work shall be guaranteed by the Design Builder against defects resulting from the use of inferior materials, equipment, inadequate sizes, or workmanship for one (1) year from the date of Final acceptance by the City. The Design Builder shall guarantee to remedy defects and repair or replace the Work for a period of one (1) year from the date of the Notice of Substantial Completion or from the dates of any partial Notices of Substantial Completion, including any necessary repair or replacement due to malfunction in equipment or damage to the Work, regardless of cause, except for such malfunction and/or damage as are caused by outside perils unrelated to the Work, such as: fire lightning, wind storm, hail, riot, civil commotion, aircraft, vehicles, smoke, vandalism, and malicious mischief. The Design Builder shall remedy any defects due to faulty materials or workmanship and shall pay for, repair and replace any damage to other Work resulting there from, which shall appear within a period of one (1) year from the date of such Notice(s) of Substantial Completion. The Design Builder shall also remedy any deviation from the requirements of the Agreement Documents which shall later be discovered within a period of one year from the date of the Notice of Substantial Completion; provided, however, that the Design Builder shall not be required to remedy deviations from the requirements of the Agreement Documents where such deviations were obvious, apparent and accepted by the City at the time of the Notice of Final Acceptance. The City shall give Notice of observed defects or other Work requiring correction with reasonable promptness. Such Notice shall be in writing to the Design Builder. The one (1) year guarantee of the Design Builder's Work may run separately for discrete physical portions of the Work for which partial Notices of Substantial Completion have been issued; however, it shall run from the last Notice of Substantial Completion with respect to all or any systems common to the Work to which more than one Notice of Substantial Completion may apply. This one (1) year guarantee shall not be construed to limit the Design Builder's general warranty described above, that all materials and equipment are new and of good quality, unless specified to the contrary, and that the Work shall in all respects be free from material defects not permitted by the Specifications and in accordance With the requirements of the Agreement Documents. B. 10-YEAR STRUCTURAL WARRANTY A 10-year structural warranty covers major structural defects for ten (10) years from the date of Final acceptance by the City. The Design Builder is the responsible party to repair, replace or pay for major structural defects under this warranty. The 10-year warranty covers the following load -bearing components: • Foundation systems and footings • Flooring framing systems • Walls and partitions • Roof framing systems • Beams • Headers • Girders • Lintels (other than those supporting veneers) • Columns ( other than a column that is designed to be cosmetic) • Masonry Arches (other than a column that is designed to be cosmetic) C. SPECIAL GUARANTEES AND WARRANTIES In case of Work performed for which product, manufacturers or other special warranties are required by the Specifications, the Design Builder shall secure the required warranties and deliver copies thereof to the City upon completion of the Work. These products, manufacturers or other special warranties, as such, do not in any way lessen the Design Builder's responsibilities under the Agreement. Whenever guarantees or warranties are required by the Specifications for a longer period than one year, such longer period shall govern. D. WARRANTY OF TITLE The Design Builder warrants and guarantees that title to all Work, materials, and equipment furnished under the Agreement will pass to the City free and clear of (1) all Liens and other title defects, and (2) all patent, licensing, copyright, or royalty obligations, no later than five (5) days after the time of payment by the City. City of Sebastian, Florida /Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 14 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 25 of 28 ARTICLE 25: GUARANTEE INSPECTIONS AFTER COMPLETION The Design Builder and the City together shall make at least two (2) complete inspections of the Work after the Work has been determined to be substantially complete and accepted. One such inspection, the "Six -Month Guarantee Inspection," shall be made approximately six (6) months after date of the Notice of Substantial Completion, Another such inspection; the "Eleven -Month Guarantee Inspection" shall be made approximately eleven (11) months after the date of the Notice of Substantial Completion. The Design Builder shall schedule and so notify all parties concerned of these inspections. If more than one Notice of Substantial Completion has been issued, at the reasonable discretion of the City, separate eleven (11) month inspections may be required where the one (1) year guarantees do not run reasonably concurrent. Written punch lists and reports of these inspections shall be prepared by the Design Builder and approved by the City, within ten (10) days after the completion of the inspections. The punch list shall itemize all guarantee items, prior punch list items still to be corrected or completed and any other requirements of the Agreement Documents to be completed which were not waived by final acceptance because they were not obvious or could not reasonably have been previously observed. The Design Builder shall immediately initiate such remedial work as may be necessary to correct any deficiencies or defective Work shown by this report, and shall promptly complete all such remedial work in a manner satisfactory to the City. If the Design Builder fails to promptly correct all deficiencies and defects shown by this report, the City may do so, after giving the Design Builder ten (10) days written Notice of intention to do so. The City shall be entitled to collect from the Design Builder all costs and expenses incurred by it in correcting such deficiencies and defects, as well as all damages resulting from such deficiencies and defects. ARTICLE 26: TERMINATION FOR CONVENIENCE A. dpTICE OF TERMINATION The performance of Work under this Agreement may be terminated, in whole or in part, by the City whenever for any reason the City shall determine that such termination is in the best interest of the City. Termination of Work hereunder shall be effected by delivery to the Design Builder of a Notice of such termination specifying the extent to which the performance of Work under the Agreement is terminated and the date upon which such termination becomes effective. B. PROCEDURES After receipt of the Notice of termination, the Design Builder shall, to the extent appropriate to the termination, cancel outstanding commitments hereunder covering the procurement of materials, supplies, equipment and miscellaneous items. In addition, the Design Builder shall exercise all reasonable diligence to accomplish the cancellation or diversion of all applicable outstanding commitments covering personal performance of any Work terminated by the Notice. With respect to such canceled commitments, the Design Builder agrees to settle all outstanding liabilities and all claims arising out of such cancellation of commitments, with approval or ratification of the City, to the extent he or she may require, which approval or ratification shall be final for all purposes of this clause. The Design Builder shall submit his or her final payment request promptly after receipt of a Notice of termination, but in no event later than thirty (30) days from the effective date thereof, unless one or more extensions in writing are granted by the City upon written request of the Design Builder within such three (3) month period or authorized extension thereof. Upon failure of the Design Builder to submit his or her termination claim within the time allowed, the City may determine, on the basis of information available, the amount, if any, due to the Design Builder by reason of the termination and shall thereupon pay to the Design Builder the amount so determined. Subject to the preceding provisions, the Design Builder and the City may agree upon the whole or any part of the amount or amounts to be paid to the Design Builder by reason of the termination under this clause, which amount or amounts may include any reasonable cancellation charges thereby incurred by the Design Builder and any reasonable loss upon outstanding commitments for personal services which he or she is unable to cancel; provided, however, that in connection with any outstanding commitments for personal services which the Design Builder is unable to cancel, the Design Builder shall have exercised reasonable diligence to divert such commitments to other activities and operations. Any such agreement shall be embodied In an Amendment to this Agreement and the Design Builder shall be paid the agreed amount. The City may from time to time, under such terms and conditions as it may prescribe, make partial payments against costs incurred by the Design Builder in connection with the termination portion of this Agreement, whenever, in the opinion of the City, the aggregate of such payments is within the amount to which the Design Builder will be entitled hereunder. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 15 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 26 of 28 The Design Builder agrees to transfer title and deliver to the City, in the manner, at the time, and to the extent, if any, directed by the City, such information and items which, if the Agreement had been completed, would have been required to be furnished to the City, including: 1. Completed or partially completed plans, Drawings and information; and, 2. Materials or equipment produced or in process or acquired in connection with the performance of the Work terminated by the Notice. Other than the above, any termination inventory resulting from the termination of the Agreement may, with written approval of the City, be sold or acquired by the Design Builder under the conditions prescribed by and at a price or prices approved by the City, not applicable to Direct Purchase materials. The proceeds of any such disposition shall be applied in reduction of any payments to be made by the City to the Design Builder under this Agreement or shall otherwise be credited to the price or cost of Work covered by this Agreement or paid in such other manners as the City may direct. Pending final disposition of property arising from the termination, the Design Builder agrees to take such action as may be necessary, or as the City may direct, for the protection and preservation of the property related to this Agreement which is in the possession of the Design Builder and in which the City has or may acquire an interest. ARTICLE 27: MISCELLANEOUS PROVISIONS A. CONSTRUCTION OF LANGUAGE The language used in these General Conditions shall be construed as a whole according to its plain meaning, and not strictly for or against any party. Such construction shall, however, construe language to interpret the intent of the parties giving due consideration to the order of precedence noted in Article 2C, Intent of Documents. B. SEVERABILITY Provided this Agreement can be executed .and performance of the obligations of the Parties accomplished within Its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof, provided that the Parties can continue to perform their obligations under this Agreement in accordance with its intent. C. SECTION HEADINGS The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. D. AUTHORITY Each person executing the Agreement and its Exhibits in a representative capacity expressly represents and warrants that he or she has been duly authorized by one of the parties to execute the Agreement and has authority to bind said party to the terms and conditions hereof. E. INTEGRATION OF UNDERSTANDING This Agreement is intended as the complete integration of all understandings between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or affect whatsoever, unless embodied herein in writing. No subsequent notation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a written Change Order or Amendment to this Agreement. F. NO THIRD PARTY BENEFICIARIES Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement, and do not create any rights for such third parties. G. WAIVER Waiver of any breach under a term, provision, or requirement of this Agreement, or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport Page 16 of 17 SUPPLEMENTAL GENERAL CONDITIONS Page 27 of 28 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year noted above. ATTEST (SEAL): Jeanette Williams, MMC CITY CLERK Approved as to form and legality for reliance by the City of Sebastian only: Manny Anon Jr., Esq. CITY ATTORNEY THE CITY OF SEBASTIAN: ("City") L:1E Paul E. Carlisle CITY MANAGER WRIGHT CONSTRUCTION GROUP, INC.: ("Design Builder") EN Fred M. Edman PRESIDENT City of Sebastian, Florida / Ahrens Enterprises, Inc. dba Ahrens Companies (GMP) RFQ 19-04 Design Build of Multi -Purpose Hangar and Office Building at Airport SUPPLEMENTAL GENERAL CONDITIONS Page 17 of 17 Page 28 of 28