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Home My WebLink AboutAFCO Constructores Inc.�� ,EBAST� , .. , : r. , � �,w_ , .. � HOME OF PELIGN ISI�RND CITY OF SEBASTIAN CHANGE ORDER CHANGEORDER#: 2 PURCHASE ORDER # FY12 CONTRACTOR: AFCO Constructors, Inc. PROJECT NAME: Airport Wind Turbine Facility PROJECT #: C0951 PHONE #: 561-338-5037 ADDRESS: 1804 NW Madrid Way CONTRACT NAME: Sebastian Airport Wind Turbine Boca Raton, FL 33432-1733 Facility Project Design-Build Services Agreement COIYTRACT DATE: 26 August 2011 By the signature affixed below, both the City an� the Contractor agree to the changes as stipulated herein. Upon proper execution of this document, the Contractor is hereby notified to commence work. All changes stated below are hereby incorporated and made a part of the Contract identified above, and all the terms and conditions of said Contract are enjoined and in full force while executing the change(s) stipulated as follows: 1. See attached AFCO Change Order #: 2 A) Contract Price Prior to this Change Order $ 55,142.99 Net ]ncrease (Decrease) Resulting from this Change Order $ 4,867.96 New Contract Price Including this Change Order $ 60,010.95 B) Contract Time Prior to the Change Order (Number of Days) 15days Net Increase (Decrease) Resulting from the Change Order 80days TOTAL (Number of Days) 1 I Sdays New Completion Date Including this Change Order 30 December 201 1 AGREED: COMPANY Date: /!�='//`' Q k on %�X City Nlanager Authorizz!i�n — cumeelative amount less than l5% of contract price or $1_5,000 single change order _ City Council Authorization — cumulative amount exceeds 15% of contract price or $15,000 single change order . (meetyng date ) BASTIAN: r • �� Date• � �v � � ��—^ Project Manager Finance Director � J �^-% � 1 �^��s to budget City Attorney �.•!�� ,�// �'i— /J as to legal E�, Administrative Services Director 1��1 G' ��i�-,ti� for compliance �� }ATTEST: 7 � '� - .7 f�� Sally A. M io, MMC, City Clerk � _ � L T � r V 3 N � O� N p � G1 L U � �' O � m LL v � � Q p C7 O p _ � Q � � 3 N N � � � M N � ffT � a� � N N � c .� c U J C a� m � d d > m � � ° a � � d N � 7 y � � U d a> >+,00 � o � � � �a�i� 7 U � o rn o � � r ai o y � oCOO � o 'a t, N V I� � 0 � G� O C1 � �a � U EA EA fiH d V � a � .� w a .- N V .r �k �k y v � � �6 N N w � � V O � � "O U � � � � � � m �a y �6 � �- 5 U U H � � � � O a� rn c m L U � � rn O U m N � C (6 2 � 0 � g � U N O � � � O a g� U p � N O � a N � � � 1804 NW Madrid Way, Boca Raton, FL 33432 T: (56I) 338-2160 F: (561) 338-5037 info@afcoconstructors.com December 19, 201 I Mr. joe Gri�n Community Development Director 1225 Main Street Sebastian, FL 32958 RE: Sebastian Airport Vertical Wind Turbine CCP #2 — Additional Conduits Due to Insufficient Separation in Existing Mr. Griffin, As indicated via telephone AFCO has in good faith completed the installation of four new conduits under the existing parking lot to carry the power from and signal to the new wind turbines at the Sebastian Airport. As installed, the existing sleeves installed at the airport were bundled and the low voltage and high voltage could not be placed adjacent to one another, as it would have created interference due to the highly sensitive controls found in the Cleanfield turbine system. As you are aware originally AFCO was not entering the hangar to complete iu work as the inverters were housed within the turbine pole. After the threat of patent infringement and during our discussions with Cleanfield Energy when we priced CCP #I we were made aware that the inverters would have to be housed within the building. At the time of our pre-construction meeting we were made aware that during hangar construction three sleeves had been placed under the new parking lot to facilitate future turbine installation, as at bid time it was not clear which turbine would be used and what inverter location requiremenu it would have. When we submitted CCP #I, we did so with the understanding that the existing sleeves would be sufficient, but it became apparent after our electrician reviewed the conditions on-site with the inspector and then reviewed the inspector's requirements with Cleanfield's engineering that this would not be possible. Separation between the power, control, and stop wires were required. As a result of the above, in the interest of completing the project, AFCO completed the research necessary to ensure that no existing services were damaged and complete the directional boring necessary to put 4 new conduiu with sufficient separation to support the new wind turbines. The total cost for the labor, materia�, and equipment required to complete install the conduits is $4,867.96 (Four Thousand Eight Hundred Sixty Seven and 96/ I 00 Dollars). Please contact the undersigned in the event that you have any questions about the proposal as submitted. As previously stated AFCO stands by its commitment to provide the City of Sebastian with its vertical turbine system. C) C �N � N � O �j U � � w � � � � C O U l9 C O 'a+ � � Q d f1 C d w d � N G Z cv N a, o = Q � O N L ��( a w Ci O � _ � � � � � ` U '° Q � � 0 � � C <.i � � �V � � � � � N O U ° � � 7 � �.N+ .� 'a _ 0 U . � � O a �' � Q �� ' � ar a F � 3 U � GI J � O �. � l0 .N a d N •� ci � Z 2 a�i a�r O O a` a` Z O °o O v� o 0 z � � W � � � N N m � cn F» E» v� F» v� v� v� F» Ea v� F» v> E» w w U o � o a � ~ N Z � m � N � O O F O O Z � O O W O> Of aW � � w w » E» E» E» E» E» E» rn F» E» E» E» E» w Zw °o W U O � Q-' Q� a a � � oz w� � 0 0 Z o 0 � O °w o�o 0 0 m Z - g� W �� w � � Z ° �W � �v_ � � m n- g �, ao wz H W � W v� uJ F» c» E» v� v� cfl v� v� E» c» c» v� Q V wa � � Z 7 ~ N L � Z — — � d N � ► N 7 d �� = W3 � � O h : � U C ' '� LL N� O U C iO 7 C � � Vl m ` Y Z � y � w � X > c � � N V � C C � C t�/1 � � 10 '0 d a a a�i W �= c n m c n � O C� N X J � O� 'N � C W Q � � � H .0 N '� � N a� p d - p, y � > > m � N � W Z � � fn � � N W � aN.. y O U 0 C 0 .� N .� � � � N 000 0�0� o�o ��o� ' o o ri o �c ao co rn r� r�n ct O ln I� �(D C � N ��d 0 0 0 o c 0 o c N O ` � Vl N f/1 N N N N N U U U U (U `p � C � � � N � J 7 Q � m 7 o � �w J N N .N. N N N U U U U N N � � � O � c U O � Qa �� (0 � � � o � i � � ~ �� v> �w J ~ U O � i � m � � � N W � � � O Q 2 �- Invoice Date Invoice # l2/l 5/2011 10390 PLUMBIlVG CONTRACTOR CFC 1 d27752 24l NW 18th Ave � Delray Beach, FI 33444 � Ph: 561.279.1032 � Fax: 561.279.1044 � www.linetecinc.com Biil To AFCO Construction Inc. 1804 NW Madrid Way Boca Raton, F133432 Terms Net 15 Project Purchase Order # Sebastain Municipal Ai... Description This invoice is for the installation of 50 feet of 2" schedule 40 PVC electrical casing pipe times 4 for a total of 200 feet under existing roadway/driveway located at the Sebastian Municipal Airport. The pipe was installed per the specification submitted to Line-Tec, that's with separation of 6" between the first two 12" between the 2nd and 3rd, and 6" between the 3rd and fourth line. 2" Sch 40 PVC Casing Additional cost for travel This invoice covers all labor, equipment, materials and restoration costs to complete this project, ezduding any asphalt or concrete patching. Work completed l2/14/2011 Thank you for your business. Qty � Rate � Amount 200 I 12.00 I 2,400.00 1 250.00 250.00 0.00 % Total 0.00 $2,650.00 Balance Due $2,650.00 ;, �� $�� ..�� _��. � �� CITY OF SEBASTIAN CHANGE ORDER CHANGE ORDER #: PURCHASE ORDER # FY12 CONTRACTOR: AFCO Constructors, Inc. PROJECT NAME: Airport Wind Turbine Facility PROJECT #: C0951 PHONE #: 561-338-5037 ADDRESS: 1804 NW Madrid Way CONTRACT NAME: Sebastian Airport Wind Turbine Boca Raton, FL 33432-1733 Facility Project Design-Build Services Agreement CONTItACT DATE: 26 August 2011 By the signature affixed below, both the City and the Contractor agree to the changes as stipulated herein. Upon proper execution of this document, the Contractor is hereby notified to commence work. All changes stated below are hereby incorporated and made a part of the Contract identified above, and all the terms and conditions of said Contract are enjoined and in full force while executing the change(s) stipulated as follows: 1. See attached AFCO Change Order #: 1 A) Contract Price Prior to this Change Order $ 52,371.92 Net Increase (Decrease) Resulting from this Change Order New Contract Price Including this Change Order B) Contract Time Priar to the Change Order (Number of Days) Net Increase (Decrease) Resulting from the Change Order TOTAL (Number of Days) New Completion Date Including this Change Order $ 2,771.07 $ 55,142.99 35days 65days 100days 15 December 2011 X City Manager Authorization — cumulative amount less than 15% of contract price or $15,000 single change order _ City Council Authorization — cumulative amount exceeds 15% of contract price or $15,000 single change order (meeting }ate ) / i/ � Project Manager � / Finance Director` City Attorney � Administrative Services Director Date: �� /h � TEST: , �/� �� ! r� �`"t as to budget Sally A. Maio, M C, City Clerk � as to legal for compliance ,; T: (56 I) 338-2i 60 F: (56 F) 338-5037 info@afcoconstructors.com October i 3, 20 I I Mr. Joe Griffin Communiq Development Director 1225 Main Street Sebastian, FL 32958 RE: Sebastian Airport Vertical Wind Turbine CCP #I — Change to Turbine Manufacturer Due to Patent lssues Mr. Griffin, As indicated in the email you forwarded to AFCO on Monday, September 12, 201 I, the possibility of a patent infringement issue with the as bid wind turbine was brought to your attention. After conducting research into the patent issue AFCO determined that it was in the best interest of all parties if the turbine manufacturer was changed. As a result, after multiple telephone conversatians, AFCO formally presented two (2) alternatives thar eliminated the patent infringement issue to the City on September 26, 20 t I. The City provided verbal confirmation that FDOT had approved the change of manufacturer on October 10, 201 I. This change has a total value of $5,542.14 (Five Thousand Five Hundred Forty Two and 14/100 Dollars) which is split evenly between AFCO and the Ciq of Sebastian resulting in a value for this change proposal of $2,771.07 (Two Thousand Seven Hundred Seventy One and 07/ 100 Dollars. As per the attached schedule an additional 65 calendar days need to be added to the contract time to account for the finalization of the new shop drawings, permitting and the additional time for Cleanfield Energy to complete fabrication and delivery of the turbine to the project site. AFCO is aware of the ame sensitive nature of this project and is working with Cleanfield to improve their fabrication time so the project can be delivered sooner. Additionally, a revised schedule of values is included with this proposal which delineates the revised payment schedule as needed for Cleanfield Energy to fabricate and deliver their turbines. Please contact the undersigned in the event that you have any questions about the proposal as submitted. As previously stated AFCO stands by its commitment to provide the City of Sebastian with its vercical turbine system. 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This document contains thirty-seven (37) pages. WHEREAS, the CITY desires to engage a Florida licensed contractar who has special and unique competence and experience in providing design-build construction services necessary to complete the Project hereunder; and, WHEREAS, the DESIGN/BUILDER represents that it has such competence and experience in providing these services; and, WHEREAS, the CITY in reliance on such representation has selected the DESIGN/BUILDER in accordance with its procedure for selection of DESIGN/BUILDER; and, WHEREAS, the CITY and the DESIGN/BUILDER desire to reduce to writing their understanding and agreements on such professional services. IT IS, THEREFORE, AGREED as follows: 1.0 EMPLOYMENT OF DESIGN/BUILDER The CITY hereby agrees that it engages the DESIGN/BUILDER and the DESIGN/BUILDER hereby agrees to perform services far the CITY in accordance with this Agreement for DESIGN/BUILD SERVICES FOR A VERTICAL WIND TURBINE FACILITY AT THE SEBASTIAN MUNICIPAL AIRPORT. This Agreement is not an exclusive agreement and the CITY may employ other contractors, professional or technical personnel to furnish services for the CITY as the CITY in its sole discretion finds is in the public interest. The Agreement shall not be construed to create a contractual relationship of any kind between the CITY and Subcontractor(s), or, between any person or firm other than the CITY and DESIGN/BUILDER. The DESIGN/BUILDER shall not sell, transfer, assign or otherwise dispose of the Contract or any portion thereof, or of his right, title of interest therein or his obligations thereunder, ar moneys due or to become due under this Contract. 2.0 CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between CITY and DESIGNBUILDER are incorporated herein and made a part hereof, and consist of the following: �, a. This Design-Build Services Agreement for a Vertical Wind Turbine Facility at the Sebastian Municipal Airport; b. Bid Documents for Design-Build Services for the Airport Wind Turbine Facility at the Sebastian Municipal Airport including Notice of Invitation to Bid and Bid Supplement #1; c. AFCO Proposal Package dated May 12, 2011 with Proposal Price Form Summary of Costs, Affidavits, Certification and Design Criteria; d. Any other documents referenced in these Contract Documents. 2.1 INTENT. The intent of the Contract Documents is to set forth requirements of performance, type of equipment and structures, and standards of materials and construction. It is also intended to include all labor and materials, tools and equipment, temporary facilities and systems, and transportation necessary for the proper execution of the Work, to require new material and equipment unless otherwise indicated, and to require complete performance of the Work in spite of omission of specific reference to any minor component part and to include all items necessary for the proper execution and completion of the Work by the DESIGN/BUILDER. Performance by the DESIGNBUILDER shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. 2.2 ENTIRE AND SOLE AGREEMENT. Except as specifically stated herein, the Contact Documents constitute the entire agreement between the parties and supersede all other agreements, representations, warranties, statements, promises, and understandings not specifically set forth in the Contact Documents. Neither party has in any way relied, nor shall in any way rely, upon any oral or written agreements, representations, warranties, statements, promises or understandings not specifically set forth in the Contact Documents. 2.3 AMENDMENTS. The parties may modify this Agreement at any time by written agreement. Neither the Contract Documents nor any term thereof may be changed, waived, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 2.4 CONSTRUING TERMS. This Agreement shall not be construed against the party who drafted the same, as both parties have obtained experts of their choosing to review the legal and business adequacy of the same. 2.5 GOVERNING LAW AND WAIVER OF TRIAL BY JiJRY. This Agreement shall be governed by the laws of the State of Florida, and any venue for any action pursuant to the Contract Documents, or otherwise involving the Project, shall be in Indian River County, Florida. The parties hereto expressly waive trial by jury in any action to enforce or otherwise resolve any dispute arising hereunder. 2.6 TERM. This Agreement shall commence on the day it is executed by both parties and the term of the Agreement shall extend until the Project is complete unless terminated in accordance with the tertns hereunder. 2 3.0 THE WORK 3.1 Subject to and in accordance with the terms and provisions of the Contract Documents, the DESIGN/BUILDER agrees to design and construct the Project for the CITY. 3.2 The DESIGN/BiJILDER agrees to provide all the professional design services, labor, material, supplies, equipment, transportation, apparatus, light, energy, temporary facilities and systems, scaffolding and tools necessary for the proper design, construction and completion of the Work described in the Contract Documents. 3.3 The DESIGNBUILDER shall remain fully liable to CITY for the adequacy of the system as specified in DESIGN/BUILDER proposal and detailed in the Plans and Specifications to be submitted by the DESIGNBUILDER. 3.4 The Plans and Specifications prepared by DESIGNBUILDER, DESIGNER, and Subcontractors in connection with the Project shall be a"wark made for hire" and the CITY shall be vested with all rights of ownership thereto. Any use by the CITY of such Plans and Specifications for other projects unrelated to this Project shall be at the CITY's sole risk. 4.0 COMPENSATION CITY shall pay DESIGNBUILDER, in the manner set forth herein, Fifly Two Thousand Three Hundred Seventy One Dollars and Ninety Two Cents ($52,371.92) "Contract Price" for perfortnance of the Work, which shall comprise total compensation to DESIGNBUILDER. The agreement of the parties hereto is that the DESIGN/BUILDER shall bear all costs and expenses of any kind, type or nature for Work specified in the Contract Documents and such additional work as may be reasonably inferred therefrom, and deliver to CITY at the Contract Price, the Project as specified in the Contract Documents, which upon completion and delivery, shall be satisfactory to the CITY and all governmental authorities having jurisdiction thereof. 5.0 TIME OF COMMENCEMENT AND COMPLETION 51 Following execution of this Agreement and verification of compliance with all submittals required of DESIGNBUILDER hereunder, CITY shall issue a Notice to Proceed to begin the Work. 5.2 CITY shall promptly and diligently assist DESIGN/BUILDER pursue the acquisition of all required permits to allow construction of the Project in the manner proposed by DESIGN/BUILDER under the Contract Documents. 5.3 The time of Substantial Completion of the Work shall be Thirty-Five (35) days following issuance of the Notice to Proceed. 5.4 The Wark shall be completed, ready for final payment within thirty-five (35) days after the actual date of Substantial Completion. In no event shall the Work to be perfortned under the Contract Documents be considered completed until all construction items required by the 3 drawings, plans and specifications have been fully completed and approved by the CITY and all governmental authorities having jurisdiction thereof, and a Certificate of Final Inspection and DESIGN/BUILDER's Release have been issued. 5.5 LIQUIDATED DAMAGES. The CITY and DESIGNBUILDER recognize that time is of essence of this Agreement and that CITY will suffer financial loss if the Work is not completed within 35 days, plus any extensions thereof allowed in accordance with the Contract Documents. They also recognize the delays, expense and difficulties involved in proving, in a legal ar arbitration proceeding, the actual loss suffered by CITY if the Work is not completed on time. Accordingly, instead of requiring any such proof, CITY and DESIGNBUILDER agree that as liquidated damages for delay (but not as a penalty) DESIGN/BUILDER shall pay CITY fifty dollars ($50) for each day that expires after the time specified for Substantial Completion until the Work is substantially complete. 6.0 DESIGN/BUILDER'S DUTIES AND STATUS 6.1 PROFESSIONAL FIDUCIARY RELATIONSHIP TO CITY 6.1.1 The DESIGN/BUILDER recognizes the relationship of trust and confidence established between it and the CITY by the Contract Documents. It covenants with the CITY to furnish its best skill and judgment, to cooperate with the CITY to incorporate in the Work only materials which shall be new and of the best of the kind of grades specified to insure that all workmanship shall be to the best of the recognized standard known to the various trades, to furnish efficient business administration and supervision, to keep at all times an adequate supply of workers and materials at the site, and to prosecute the completion of the Work in the best and soundest way and in the most expeditious and economical manner consistent with the interests of the CITY. 6.1.2 The DESIGNBUILDER hereby represents and warrants to CITY that DESIGNBUILDER is skilled and experienced in the design and construction of projects of the type depicted in the Proposal Documents, and that the DESIGN/BUILDER by careful examination has satisfied itself as to the general area in which the improvements are to be located, including, but not by way of limitation, soil conditions, climate conditions, surrounding neighborhood and structures, local utilities, available labor supply and cost, all local governmental requirements, and available equipment supply and cost as well as all other items which in the DESIGN/BUILDER's judgment could in any manner affect the timely performance of the Work. 6.2 DESIGN WORK 6.2.1 DESIGNBUILDER shall engage qualified, licensed design professionals (hereinafter collectively called "DESIGNER") to provide design services (including, without limitation, engineering, architectural, and other professional design services) for the preparation of Drawings, Specifications and other design submittals for the construction and compilation of the Work in accordance with the Contract Document. 4 �' +, 6.2.2 The DESIGNER and other design professionals shall be engaged solely by DESIGNBUILDER. All agreements between DESIGN/BUILDER and the DESIGNER and other design professionals, and any modifications thereof, shall be in writing. Copies of these agreements shall be furnished to CITY promptly upon CITY's request. DESIGN/BUILDER shall be responsible to CITY for the acts and omissions of DESIGN/BUILDER's employees, agents and independent contractors (including, without limitation, the DESIGNER, other design professionals and all Subcontractors), and their agents and employees, and all other persons or entities performing the obligations of DESIGNBUILDER under the Contract Documents. 6.2.3 DESIGN/BUILDER shall carefully review the Contract Documents and other information relative to the Design Criteria, shall carefully evaluate existing conditions related to the Work (utilizing such tests and measurements as DESIGNBUILDER deems advisable), shall carefully evaluate the site and related field conditions and shall report promptly to CITY any errors, inconsistencies or omissions. It shall be the DESIGN/BUILDER's sole responsibility to evaluate any additional topographical surveys, soil tests, drainage plans and any other engineering reports, plans or tests that, in its professional opinion, are required to insure that sufficient information is available for the completion of the Work. Any additional work, regardless of its nature and scope, required as a result of said surveys, tests, reports or plans in order to complete the Work shall be performed at DESIGNBUILDER's sole cost and expense. However, it is understood that DESIGN/BUILDER cannot be held liable for any unknown or hidden hazards that could not have been reasonably discovered by a DESIGN/BUILDER similarly situated in the design/build industry. 6.2.4 DESIGN/BUILDER shall provide design documents sufficient to establish the size, quality and character of the Project, the architectural, structural, mechanical and electrical systems of the Project, and the materials and such other elements of the Project as are required by the Contract Documents. The design documents may be prepared in a series of design submissions. In the process of preparing the interim design documents, DESIGNBUILDER and CITY shall meet and review the status and progress thereof based upon an agreed upon schedule. At such meetings, DESIGNBUILDER shall identify any deviations from the Contract Documents and any previously reviewed design submissions. Minutes of each meeting shall be maintained by DESIGN/BUILDER. Copies of the minutes shall be promptly provided to CITY and other persons designated by CITY. The design documents and all interim design submissions shall be subject to CITY's written approval. 6.2.5 After CITY has approved the design documents in writin�, DESIGNBUILDER shall provide construction documents setting forth in detail the requirements for the construction of the Project. The construction documents shall include Drawings and Specifications and be consistent with the approved design documents. In the process of preparing the construction documents, DESIGN/BUILDER and CITY shall meet and review the status and progress thereof based upon an agreed upon schedule. Minutes of each meetin� shall be maintained bv DESIGN/BUILDER. Copies of the minutes shall be promptly provided to CITY and those persons designated by CITY. The construction documents shall be subject to the written approval of CITY and no construction Work shall be performed prior to receipt of such written approval. 6.2.6 CIT'Y's review and approval of design documents and the construction documents is intended to assure they are compatible with the Design Criteria and other expectations of CITY with respect to the Project. CITY's review and approval of any design documents or construction documents shall not be construed or deemed to either transfer any design liability from DESIGNBUILDER to CITY or to otherwise release DESIGNBUILDER from liability in connection with the design of the Project. 6.2.7 Upon receipt of CITY's written approval of the conshuction documents, DESIGNBUILDER shall prepare and file all applications and accompanying documentation required to obtain the building permit and other governmental permits and approvals required for construction of the Project. 6.2.8 DESIGNBLTILDER shall obtain from each of DESIGNBUILDER's design and engineering professionals and furnish to CITY certifications with respect to the documents and services provided by such professionals as follows: A. That the documents and/or services to which such certifications relate (i) are consistent with the Design Criteria set forth in the Contract Documents, except to the extent specifically identified in such certificate, (ii) comply with applicable practice standards and standards of care, and (iii) comply with all applicable laws, ordinances, codes, rules and regulations governing the design of the Project; and B. That CITY and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in such certifications. 6.3 BEFORE CONSTRUCTION 6.3.1 Before undertaking each part of the Work, DESIGNBUILDER shall carefully study and compare the Proposal Documents and check and verify pertinent figures shown thereon and all applicable field measurements. DESIGNBUILDER shall promptly report in writing to CITY any conflict, error or discrepancy which DESIGNBUILDER or any of his Subcontractors or Suppliers may discover and shall obtain a written interpretation or clarification from CITY before proceeding with any Work affected thereby. 6.3.2 Within ten (10) days after the Effective Date of the Agreement (unless otherwise specified in the General Requirements), DESIGNBUILDER shall submit to CITY for review a Preliminarv Pro�ress Schedule indicating the starting and completion dates of the various stages of the Work and a proposed schedule of Shop Drawing submissions, and within ten (10) days after completion of fmal design, a proposed Schedule of Values of the Work on the form approved by CITY, and a listing of manpower and cash flow projections through the Contract Time. 6.3.3 The Schedule of Values shall include prices of items not exceeding the Contract Price, and shall subdivide the Work into component parts in sufficient detail to serve as the basis for Applications for Payrnent during construction. DESIGNBUILDER shall confirm in writing at the time of submission that an appropriate amount of direct costs, supplemental costs, administrative expenses, contingencies and profit have been allocated to each item of Work. [� 63.4 CITY will review and return the schedules submitted in accordance with this Article and DESIGNBUILDER, if required, shall revise, adjust or modify and resubmit acceptable schedules within the time periods required, and if none are required, at least ten (10) days before submission of the first Application for Payment. 6.4 PRE-DESIGN AND PRE-CONSTRUCTION CONFERENCE 6.41 No later than five (5) days after the effective date of the Agreement, a conference will be held for the review of the Design Criteria and to establish procedures and schedules for the design phase of the Project, to review any required professional liability insurance coverage required with respect to the design Work and to establish a working understanding among the parties regarding the design Work, DESIGN/BUILDER as well as the DESIGNER and other design professionals engaged by DESIGN/BUILDER shall attend the conference. 6.4.2 Pre-Construction Conference - Prior to commencement of Work at the site, a conference will be held for review of the schedules, to establish procedures for handling Shop Drawings and other submittals and for processing Applications for Payment, and to establish a working understanding among the parties as to the Work and to the management of all aspects of the Project. DESIGN/BUILDER shall attend such conference and shall require any or all of its Subcontractors and Suppliers, as CITY directs, to attend the conference. 6.4.3 Unless otherwise stated at the Pre-Construction Conference or a Project Meeting, the CITY's Project Manager as assigned in writing by CITY will be the single authorized representative of CITY assigned the duty of, and authorized to, transmit or receive communications between DESIGNBUILDER and CITY for the remaining term of the Agreement. 6.5 DUE DILIGENCE 6.5.1 Before ordering any material or doing any work, DESIGNBUILDER shall verify all measurements and conditions at the existing site and ensure the accuracy and suitability of same. No additional compensation will be allowed or paid on account of any difference between actual dimensions and measurements indicated in the Proposal Documents. Any differences which may be found shall be submitted to the CITY for instructions before proceeding with the Work. 6.5.2 DESIGN/BUILDER shall purchase all materials in accordance with the accepted Work Schedule so as to avoid delays and substitutions when such materials are to be incorporated in the Work; said materials are to be stored in designated locations in a manner secure from all identifable risks. 6.6 STAGING AREAS The DESIGN/BUILDER and CITY shall identify the prefened staging areas adjacent to the construction site. Upon completion of the Project, it is the responsibility of DESIGN/BUILDER to restore the staging areas to an agreed-upon state. 7.0 DESIGN APPROVALS 7.1 The DESIGN/BUILDER shall timely submit to the CITY, for review and approval, 7 Preliminary Design documents including, but not limited to, elevations, sections and an outline of specifications that are based on and comply with the Design Criteria and the Proposal Documents. 7.2 The DESIGN/BUILDER shall timely submit to the CITY, for review and approval, Design Development documents including, but not limited to, elevations, miscellaneous details and an updated set of specifications which are based on and comply with the Design Criteria, the Proposal documents and the CITY-approved Preliminary Design documents. 7.3 The DESIGNBUILDER shall timely submit to the CITY, for review and approval, Final Plans and Specifications that shall be based on compliance with the Design Criteria, the Proposal Documents and the previously approved Design Development documents. 8.0 PLANS, SPECIFICATIONS AND RELATED DATA 8.1 1NTENT OF PLANS AND SPECIFICATIONS 8.1.1 The Contract Documents are complementary; what is called for by one is as binding as if called far by all. If, during the performance of the Work, DESIGNBUILDER or any member of DESIGN/BUILDER or any subcontractor finds a gap, conflict, error or discrepancy in the Contract Documents, DESIGNBUILDER shall report it to CITY in writing at once and before proceeding with the Work affected thereby. The CITY upon receipt of any such notice will promptly investigate the circumstances and give appropriate instructions to the DESIGNBUILDER. Until such instructions are given, any Work done by the DESIGN/BUILDER after its discovery of such gap, conflict, error, or discrepancy, which is directly or indirectly affected by such gap, conflict, error, or discrepancy, will be at its own risk and it shall bear all costs arising therefrom. In resolving any gaps, conflicts, errors and discrepancies between the Contract Documents, the documents shall be given preference in the following order: Change Orders, Design Criteria, DesignBuild Agreement, Notice to Proceed, Approved Plans and Specifications, Approved Shop Drawings, Proposal, remaining portions of the Request for Proposals Package, Performance and Payment Bonds, Insurance Certificates and Endorsements, Affidavits and Certifications. Any Wark done by the DESIGNBUILDER or any of its Subcontractars after the discovery by the DESIGN/BUILDER of such gaps, conflicts, errors and discrepancies and without the resolution thereof will be at the DESIGN/BUILDER's own risk and it shall bear all costs arising therefrom. 8.1.2 DESIGN/BUILDER shall ensure that the Contract Documents, which includes any Drawings, Plans and Specifications prepared by DESIGN/BUILDER or any member of DESIGNBLTILDER or any Subcontractor, are in compliance with and complementary to the Design Criteria. If during the performance of the Work, DESIGN/BUILDER or any member of DESIGN/BUILDER or any Subcontractor finds a gap, conflict, error or discrepancy between the Design Criteria and the remaining Contract Documents, the DESIGN/BUILDER shall report it to CITY in writing at once and before proceeding with any Work affected thereby. The CITY upon receipt of any such notice will promptly investigate the circumstances and give appropriate instructions to the DESIGN/BUILDER. Until such instructions are given, any Work done by the DESIGNBUILDER after his discovery of such gap, conflict, error or discrepancy, which is directly or indirectly affected by such gap, conflict, error or discrepancy, will be at its own risk and 0 it shall bear all costs arising therefrom. In resolving any gaps, conflicts, errors or discrepancies between the Design Criteria and Contract Documents, the Design Criteria shall be given precedence unless modified in writing. 8.1.3 Specifications have precedence over drawings. Figured dimensions on drawings shall govern, but Work not dimensioned shall be as directed. Work not particularly shown or specified shall be the same as similar parts that are shown or specified. Large-scale details shall take precedence over smaller scale drawings as to shape and details of construction. Specifications shall govern as to materials and workmanship. Drawings and specifications are intended to be fully complementary and to agree. The specification calling for the higher quality material or workmanship shall prevail. In the event of any discrepancies between any drawings and the figures thereon, the figures shall be taken as correct. 8.1.4 It is the intent of the Specifications and Drawings to describe a complete project (or part thereo fl to be constructed in accordance with the Contract Documents. Any Work, materials or equipment that may reasonably be inferred from the Specifications or Drawings as being required to produce the intended result shall be supplied whether or not it is specifically called for. When words having a well-known technical or trade meaning are used to describe Work, materials or equipment, such words shall be interpreted in accordance with such meaning. Reference to standard specifications, manuals or codes of any technical society, organization or association, or to the code of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual or code in effect at the time of opening of Proposals except as may be otherwise specifically stated. However, no provision of any referenced standard specification, manual or code (whether or not specifically incorporated by reference in the Contract or Proposal Documents) shall change the duties and responsibilities of CITY or DESIGNBUILDER, or any of their agents or employees from those set forth in the Contract or Proposal Documents. 8.2 SHOP DRAWINGS AND SAMPLES 8.2.1 After checking and verifying all field measurements and conditions, and after complying with applicable procedures specified in the General Requirements, DESIGNBUILDER shall submit to CITY for review and approval in accordance with the accepted schedule of Shop Drawing submissions, two (2) copies for use by CITY, plus additional copies as required by DESIGNBUILDER of all Shop Drawings, which shall have been checked by and stamped with the approval of DESIGN/BUILDER and identiiied as CITY may require. 8.2.2 DESIGN/BUILDER shall also submit to CITY for review and approval, with such promptness as to cause no delay in the Work, all samples required by the Contract Documents. All samples shall have been checked by and stamped with the approval of DESIGNBUILDER, identified clearly as to material, manufacturer, any pertinent data such as catalog numbers, and the use for which it is intended. 8.2.3 DESIGNBUILDER's stamp of approval on any Shop Drawing or sample shall specifically indicate in writing, or if not indicated in writing, shall constitute a representation that DESIGNBUILDER has either determined and verified all quantities, dimensions, field '� , construction criteria, materials, catalog numbers, specified performance criteria, and similar data ar assumes full responsibility for doing so, and that DESIGN/BUILDER has reviewed or coordinated each Shop Drawing or sample with the requirements of the Work and the Contract Documents. 8.2.4 At the time of each submission, DESIGNBUILDER shall in writing call CITY's and DESIGNER's attention to any deviations that the Shop Drawings or samples may have from the requirements of the Contract Documents, and, in addition, shall cause a speciiic notation to be made on each Shop Drawing submitted of each such variation. 8.2.5 DESIGNER's and CITY's review and approval of Shop Drawings or samples shall not relieve BUILDER from responsibility for any variation from the requirements of the Contract Documents unless DESIGN/BUILDER has in writing called DESIGNER's and CITY's attention to each such variation at the time of submission and CITY has given written approval of each such variation by a specific written notation thereof incorporated in or accompanying the Shop Drawing or sample approval; nor will any approval by DESIGNER or CITY relieve DESIGNBUILDER from responsibility for errors or omissions in the Shop Drawings or from responsibility for verifying dimensions, measurements, field conditions, and compliance with the Design Criteria. 8.2.6 Where a Shop Drawing or sample is required by the Specifications, no related Work shall be commenced until the submittal has been returned by CITY and noted "Approved" or" Approved As Corrected". 8.2.7 All costs incurred in connection with CITY's review and return of a particular Shop Drawing or sample submission after CITY's second time review shall be borne by DESIGNBUILDER, including any consultants' charges to CITY for the same. CITY shall be entitled to deduct these costs from the Contract Price by issuing a Change Order. 8.2.8 In reviewing Shop Drawings or samples, CITY shall be allowed seven (7) business days from the date CITY receives the submittal or resubmittal from DESIGNER BUILDER to return the submittal in accordance with this Article, unless otherwise provided in the Contract Documents, or where the construction schedule will conflict. CITY's review and return of a Shop Drawing or sample within the time allowed shall not justify an increase in Contract Price or an extension in Contract Time. Any delay in connection with DESIGN/BUILDER's submittal and any resubmittal of a particular Shop Drawing or sample shall represent delays under the control of DESIGNBUILDER and shall not justify an increase in Contract Price or an extension in Contract Time. 8.3 RECORD COPY OF DOCUMENTS AT JOB SITE. One (1) complete set of all Plans, Specifications, Wark Orders, Addenda, Change Orders, Shop Drawings, samples and project information shall be maintained at the job site as a record copy, in good order and annotated to show all changes made during the construction process, and shall be available to the CITY at all times. A final copy thereof, along with "as-builY' record drawings, operations and maintenance manuals, test results and certifications, and information/data sheets, shall be delivered to the CITY upon the completion of the Work. 8.4 SAMPLING AND TESTING. Except as otherwise provided, sampling, testing and certifcation of all materials, and the laboratory methods and testing equipment, required 10 under the Specifications shall be in accordance with the latest standards or tenets of the American Society for Testing Materials. The testing of samples and materials shall be made at the expense of the CITY, except where indicated otherwise. The DESIGN/BUILDER shall furnish any required samples without charge. The CITY shall be given sufficient notification of the placing of materials to permit testing and certification. As an exception to the above, when the DESIGN/BUILDER represents a material or an item of work as meeting Specifications and under recognized test procedures it fails, any re-testing shall be at the DESIGN/BUILDER's expense. 8.5 EQUIPMENT AND/OR MATERIAL APPROVAL DATA 8.5.1 The DESIGNBUILDER shall furnish one (1) copy of complete catalog data for every manufactured item of equipment and all components to be used in the Work, including specific performance data, material description, rating, capacity, material gauge or thickness, composition, testing results and certification, brand name, catalog number and general type. This submission shall be compiled by the DESIGN/BUILDER and submitted to the CITY for review and written approval before any of the equipment is ordered. 8.5.2 Each data sheet or catalog in the submission shall be indexed according to specification section and paragraph for easy reference. 8.53 After written approval is received by the DESIGN/BUILDER, submission shall become a part of the Contract and may not be deviated from except upon written approval of the CITY. 8.5.4 Catalog data for equipment approved by the CITY does not in any case supersede the Contract Documents. The acceptance by the CITY shall not relieve the DESIGN/BUILDER from responsibility for deviations from Plans or Specifications, unless it has called the CITY's attention, in writing, to such deviations at the time of submission, nor shall it relieve DESIGN/BUILDER from responsibility for errors of any sort in the items submitted. The DESIGN/BUILDER shall check the work described by the catalog data with the Contract Documents for deviations and errors. 8.5.5 It shall be the responsibility of the DESIGN/BUILDER to insure that items to be furnished fit the space available. It shall make necessary feld measurements to ascertain space requirements, including those for connections, and shall order such sizes and shapes of equipment that the iield installation shall suit the true intent and meaning of the Plans and Specifications. 8.5.6 Where materials or equipment requiring different arrangement of connections from those shown is approved, it shall be the responsibility of the DESIGNBUILDER to install the material or equipment to operate properly, and in harmony with the intent of the Plans and Specifications, and to make all changes in the Work required by the different arrangement of connections at its own expense. 9.0 MATERIALS AND WORKMANSHIP 11 9.1 MATERIALS FURNISHED BY THE DESIGNBUILDER. All materials and equipment used in the Work shall meet the requirements of the respective Specifcations, and shall not be used until it has been approved in writing by the CITY. Wherever the specifications call for an item of material or equipment by a manufacturer's name and type, and additional features of the item are specifically required by the specifications, the additional features specified shall be provided whether or not they are normally included in the standard manufacturer's item listed. 9.2 STORAGE OF MATERIALS. Materials and equipment shall be stored so as to ensure the preservation of their quality and fitness for the Work. When considered necessary, they shall be placed on wooden platforms or other hard clean surfaces, and not on the ground, and/or they shall be placed under cover. Stored materials and equipment shall be located so as to facilitate prompt inspection. DESIGN/BUILDER shall submit for review and approval by CITY a storage plan prior to construction. 9.3 REJECTED WORK AND MATERIAL. All material, equipment or work which do not conform to the requirements of the Contract Documents, are not equal to samples approved by the CITY, or are in any way unsatisfactory or unsuited to the purpose for which they are intended, shall be rejected. Any such rejected item shall be removed within ten (10) days after written notice is given by the CITY, and the work shall be re-executed by the DESIGN/BUILDER. The fact that the CITY may have previously overlooked such defective work shall not constitute an acceptance of any part of it. Should the DESIGN/BUILDER fail to remove rejected work or materials within ten (10) days after written notice to do so, the CITY may remove them and may store the materials and equipment. 9.4 MANUFACTURER'S DIRECTION. Manufactured articles, materials and equipment shall be applied, installed, erected, used, cleaned, and conditioned as directed by the manufacturer unless herein specified to the contrary. 9.5 SKILL AND CHARACTER OF WORKERS. Any person employed must have sufficient knowledge, skill and experience to perform properly the work assigned to them. 9.6 CUTTING AND PATCHING. The DESIGN/BUILDER shall do all necessary cutting and patching of the Work that may be required to properly receive the work of the various trades or as required by the Plans and Specifications to complete the Work. DESIGN/BUILDER shall restore all such cut or patched work in a manner meeting the approval of the CITY. Cutting of existing structures that could endanger the Work, adjacent property, workers or the public shall not be done unless approved by the CITY and under its surveillance. 9.7 CLEANING UP. 9.7.1 The DESIGN/BUILDER shall, at all time, keep the premises free from accumulation of waste materials or rubbish caused by its employees or work. During and at the completion of the Work, DESIGNBUILDER shall remove all rubbish, tools, scaffolding and surplus materials and shall leave the work "broom clean" or its equivalent, unless more exactly 12 specified, and shall ensure that all debris and other unsightly objects are removed and disposed of in a satisfactory manner. At no additional expense to the CITY, the DESIGN/BUILDER will restore to their original conditions or better, as nearly as practicable, those portions of the site not designated for alteration and all such property, structure, utilities, landscaping, etc., disturbed or damaged during the prosecution of the Work. Final payment will be withheld until such clean up and repairs are completed 9.7.2 The Work will be considered complete only after all debris and unused material due to or connected with the Wark have been removed and the surrounding area left in a condition satisfactory to the CITY. In the event the CITY finds that the DESIGN/BUILDER has not complied in keeping the job site clean, the CITY may, after twenty-four (24) hours written notice to the DESIGNBUILDER to correct the situation, elect to have the job site cleaned by an independent labor force. The cost of cleaning by said independent labor force shall be deducted from moneys due the DESIGNBUILDER. 9.8 CITY'S OWNERSHIP OF MATERIALS. Any and all materials, whether structural or natural, found within the limits of the project remain the property of the CITY unless CITY ownership is specifically conveyed to the DESIGN/BUILDER. However, ownership of any and all spoil material removed vests with DESIGN/BUILDER at the time of excavation. All material, equipment and work become the sole property of the CITY as installed. These provisions shall not be construed as relieving the DESIGN/BUILDER from the sole responsibility for all materials and work for which payments have been made, for the restoration of damaged work, or as a waiver of right of the CITY to require the fulfillment of all the terms of the Contract. 9.9 GUARANTEES 9.9.1 The DESIGNBUILDER shall warrant all equipment furnished and work performed by him for a period of one (1) year from the date of final written acceptance of the Work by CITY. 9.9.2 Such guarantee shall in no way limit or relieve the DESIGN/BUILDER of liability from subsequent claims of beach of contract due to substandard materials or workmanship, nor shall such warranty period shorten the statute of limitations for bringing a breach of contract or other action based upon any such deficiencies. 9.93 All equipment and material warranties or guarantees shall be drawn in favar of the CITY and the ariginals thereof furnished to the CITY for review and acceptance prior to final payment. 10.0 CONSTRUCTION LAYOUT TO BE PERFORMED BY DESIGN/BUILDER 10.1 PERSONNEL, EQUIPMENT AND RECORD REQUIREMENTS. Adequate field notes and records shall be available for review by the CITY as the Work progresses and copies shall be available if necessary. Any inspection or checking of the DESIGN/BUILDER's field notes or layout work by the CITY and the acceptance of all or any part thereof, shall not 13 relieve the DESIGNBUILDER of his responsibility to achieve the lines, grades and dimensions shown in the Plans and Specifications. Prior to final acceptance of the project, the DESIGN/BUILDER shall mark in a permanent manner on the surface of the completed Work all control points shown on the Plans. 10.3 FURNISHING OF STAKE MATERIALS. The DESIGN/BUILDER shall furnish all stakes, templates and other materials necessary for establishing and maintaining the lines and grades necessary for control and construction of the Work. 10.4 LAYOUT OF WORK 10.4.1 Utilizing the control points furnished by the CITY, the DESIGN/BUILDER shall establish all horizontal and vertical controls necessary to construct the Work in conformance with the Plans and Specifications. The Work shall include performing all calculations required and setting all stakes needed such as grade stakes, offset stakes, reference point stakes, slope stakes, and other reference marks ar points necessary to provide lines and grades for construction of all items. 10.5 SPECIFIC STAKING REQUIREMENTS. Stakes to establish lines and grades shall be set at appropriate intervals to assure that the Project is constructed to meet the lines and grades shown on the Plans. 10.6 COORDINATION WITH CITY. The CITY's recorded subdivision plats are not guaranteed to be correct. The distance, bearing and curve information shall be established by the DESIGN/BUILDER's surveyor to control alignment throughout construction. All surveying activities will be coordinated with the CITY's surveyor as needed for proper completion of all work on the site. Primary control monuments, originally set by the CITY, that are disturbed or destroyed during construction shall be accurately replaced by the DESIGN/BUILDER's surveyor to the satisfaction of the CITY's surveyor. 10.7 LOCATION OF EXISTING UTILITIES AND PIPING 10.7.1 All existing underground utilities, such as telephone, cable television and electrical cables must be located by the DESIGN/BUILDER prior to starting work in accordance with established local procedures, and DESIGN/BUILDER shall contact the Utilities in accordance with established local procedures prior to commencing any work within the project area. There may be other utilities within the project area. 10.7.2 The cost of substantiating the location of utilities shall be borne by the DESIGN/BUILDER and included in the bid price. The DESIGN/BUILDER shall be responsible for the repair and/or replacement of utilities that it damages during the course of construction. 10.7.3 Utilities deemed to require relocation shall be identifed by the DESIGN/BUILDER prior to commencing wark. The DESIGN/BUILDER shall notice the CITY of the conflict and seek direction from the CITY prior to proceeding with wark. Directions from the CITY may be to proceed despite conflict, place work order on hold and commence work at a 14 different location, or relocate utilities under separate contract with the utility or a change order to be directed by the CITY. ll.0 PROGRESS AND COMPLETION OF WORK 11.1 DESIGN/BUILDER'S OBLIGATION 11.1.1 DESIGN/BUILDER shall supervise and direct the Work, using DESIGN/BUILDER's best skill and attention. DESIGN/BUILDER shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under this Contract, unless the Contract Documents give other specific instructions concerning these matters. 11.1.2 DESIGN/BUILDER shall enforce strict discipline and good order among DESIGN/BUILDER's employees and other persons carrying out the Work. DESIGN/BUILDER shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 11.1.3 DESIGN/BUILDER currently holds and shall maintain at all times during the term of this Contract all required federal, state and local licenses necessary to perform the Work required under the Contract Documents. 11.1.4 DESIGN/BUILDER shall be responsible to the CITY for the acts and omissions of DESIGN/BUILDER's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with DESIGN/BUILDER. 11.1.5 DESIGNBUILDER shall indemnify, defend and hold CITY harmless from all claims arising out of or related to its performance of the Work except for acts arising solely from the active negligence of the CITY. 11.2 SCHEDULE OF COMPLETION. The DESIGN/BUILDER's schedules are subject to the approval of the CITY, which shall not be unreasonably withheld, and shall reflect a logical sequence of the various components of work and the anticipated rates of production necessary to complete the Work on or before the completion date. DESIGN/BUILDER shall submit timely progress reports, and invoices therewith, on a no less than monthly basis. 11.3 PROPERTY OF OTHERS 11.3.1 Public Ownership. The DESIGN/BUILDER shall be responsible for the preservation of all public property, trees, monuments, etc., along and adjacent to the street and/or right-of-way, and shall use every precaution necessary to prevent damage or injury thereto. It shall use suitable precautions to prevent damage to pipes, conduits and other underground structures, and shall protect carefully from disturbance or damage all monuments and property marks until a land surveyor has witnessed or otherwise referenced their location and shall not remove them until so directed by the CITY in writing. 15 11.3.2 Private Ownership. Mail and newspaper boxes, sprinkler systems, docks, ornamental shrubs, lawn ornaments, house numbers, fences, etc. may be removed and/or relocated by the property owners. However, should such items not be removed or relocated by the start of construction, the DESIGN/BUILDER shall remove the objects, in a manner which does not damage or injure the objects at no extra cost to the CITY, which interfere with the construction of the Project and relocate the same as shown in or implied by the Plans. Otherwise, the DESIGN/BUILDER shall not enter upon private property for any purpose without obtaining permission from the property Owner thereof. Where extensive intrusions upon private property are required for construction, the CITY and DESIGNBUILDER shall cooperate to obtain permission and/or a Temporary Construction Easements from the landowner. 11.4 EXISTING UTILITIES AND FACILITIES. 11.4.1 Protection. All utilities and all structures of any nature, whether below or above ground, that may be affected by the Work but are not required to be disturbed or relocated by the very nature of the project, shall be protected and maintained by the DESIGN/BUILDER and shall not be disturbed or damaged by him during the progress of the Work; provided that, should the DESIGN/BUILDER disturb, disconnect or damage any utility or any structure, all expenses of whatever nature arising from such disturbance or the replacement or repair and testing thereof shall be borne by the DESIGN/BUILDER. 11.4.2 Crossing Public Facilities. When new construction crosses highways, railroads, streets or similar public facilities under the jurisdiction of state, county, CITY, or other public agency or private entity, the DESIGN/BUILDER shall secure written permission prior to the commencement of construction of such crossing. The DESIGN/BUILDER will be required to furnish evidence of compliance with conditions of the permit from the proper authority before final acceptance of the Work by CITY. 11.5 CONDITION AND STREETS. DESIGN/BUILDER shall maintain streets and local roads utilized during construction in a manner addressing impacts of the Project to the condition of the same 11.6 CHANGES IN THE WORK. The CITY may order changes in the Work through additions, deletions or modifications without invalidating the Contract; however, any change in the scope of work shall require the written approval of the CITY. Compensation and time of completion affected by the change shall be adjusted at the time of ordering such change. The DESIGN/BUILDER shall do such changes in the Work and furnish such materials, labor and equipment as may be required for the proper completion of construction of the work contemplated. Changes in the Work not covered by the specifications or special provisions shall be done in accardance with specifications issued for this purpose. Changes in the Work required in an emergency to protect life and property shall be performed by the DESIGN/BUILDER as required. Each change order shall address impacts, if any, to the contract time and the contract price. In the absence of a written order, no claim for changes in the Work shall be considered. 11.7 EXTENSION OF CONTRACT TIME. 16 11.7.1 No extension of time shall be valid unless given in writing by the CITY. No monetary compensation shall be given for delay under any circumstances. 11.7.2 A delay beyond the DESIGN/BUILDER's control occasioned by a natural disaster or other significant event may entitle the DESIGN/BUILDER to an extension of time in which to complete the Work as determined by the CITY provided, however, the DESIGN/BUILDER shall immediately give written notice to the CITY of the cause of such delay. 11.7.3 "Rain day" extensions shall be granted upon written request of the DESIGNBUILDER to the CITY's Project Manager when said Project Manager determines that weather conditions make it counterproductive to work on said days. "Rain day" requests must be submitted at the end of each work week or be waived, and the cumulative "rain day" extensions granted shall be processed as a Change Order with each pay submittal. 11.7.4 In the event that the CITY suspends the Work, the DESIGNBUILDER shall be granted an extension of time to complete the Work for as many calendar days as the Work was suspended; except, however, that the DESIGN/BUILDER will not be granted an extension of time to complete the Wark if the suspension was caused by a fault of the DESIGN/BUILDER. 11.8 CORRECTION OF WORK 11.8.1 DESIGN/BUILDER shall, at no cost to the CITY, promptly correct Work failing to conform to requirements of the Contract Documents, whether observed before or after completion of the Work and whether or not fabricated, installed or completed, and shall correct any Work found to be not in accordance with the requirements of the Contract Documents within a period of one (1) year from the date of completion of the Work or by the terms of an applicable special warranty required by the Contract Documents. The provisions of this Paragraph apply to the Work done by Subcontractors as well as to the Work done by direct employees of DESIGNBUILDER. 11.8.2 Nothing contained in this Paragraph shall be construed to establish a period of limitation with respect to other obligations DESIGN/BUILDER might have under the Contract Documents. Establishment of the time period above relates only to the specific obligation of DESIGN/BUILDER to correct the Work, and has no effect on the time within which the obligations of the Contract Documents may be enforced, nor to the time within which proceedings may be commenced to establish DESIGN/BUILDER's liability with respect to DESIGN/BUILDER's remaining contractual obligations. 12.0 PUBLIC HEALTH AND SAFETY 12.1 PROTECTION OF PERSONS AND PROPERTY 12.1.1 The DESIGN/BUILDER shall conform to, and abide by, a project safety/security/risk management plan that describes the DESIGN/BUILDER's plans and procedures to protect the safety and property of property owners, passers-by and all other aspects 17 . ., of the Work. The plan shall be submitted by CONSULTANT and describes measures and precautions to be taken during working hours and non-working hours. 12.1.2 Safety Precautions and Pro rg ams. The DESIGN/BUILDER shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work in accordance with the U.S. Department of Labor Occupational Safety and Health Act and the laws of the State of Florida. The failure of DESIGN/BUILDER or any subcontractor hired by the DESIGN/BUILDER to comply with the Act constitutes a failure to perform. The DESIGN/BUILDER agrees to reimburse the CITY for any fines and/or court costs arising from penalties charged to the CITY for violations of OSHA committed by the DESIGN/BUILDER or any and all subcontractors. 12.1.3 Safety of Persons and Propertv. The DESIGN/BUILDER shall take all reasonable precautionary measures for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to, all employees on the Work and all other persons who may be affected thereby; all the work materials and equipment to be incorporated therein, whether in storage on or off the project site, under the care, custody or control of the DESIGN/BUILDER or any of his subcontractors; and other properiy on the project site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 12.1.4 The DESIGN/BUILDER shall be held fully responsible for such safety and protection until final written acceptance of the Work. 12.1.5 Temporary provisions shall be made by the DESIGN/BUILDER to insure the proper functioning of all swales, gutters, sewer inlets, drainage ditches and irrigation ditches, which shall not be obstructed except as approved by the CITY. This includes all provisions necessary for compliance with any regulatory requirements (such as NPDES) relating to erosion and turbidity control with such measures being indicated on a specifically dedicated project plan/drawing. 12.1.6 The DESIGNBUILDER acknowledges that, in executing the Project, it will operate machinery and equipment that may be dangerous to the adjacent property owners and the general public. The DESIGNBUILDER will be required to conduct excavations for the Project that may be hazardous to person and property. The DESIGN/BUILDER shall develop and implement a job safety and security plan that will adequately protect all property and the general public. 12.2 TRAFFIC CONTROL. 12.2.1 DESIGN/BUILDER shall carry on the Work in a manner that will cause the least possible obstruction and interruption in trafiic, and the least inconvenience to the general public and the residents in the vicinity of the work. All safety precautions, traffic control, and warning devices necessary to protect the public and workmen from hazards within the right-of- way shall be enacted by DESIGN/BUILDER in strict accordance with The State of Florida Manual of Traffic Control and Safe Practices for Street and Highway Construction, 18 ' 'r Maintenance and Utility Operations Specifications for Road and Bridge Construction, latest edition. Where such a plan is needed, DESIGNBUILDER shall submit and obtain approval of their traffic control plan by the CITY. 12.2.2 Road Closure and Detours. Local traffic shall be maintained within the limits of the Project for the duration of the construction period. Closing to through travel will not be permitted without specifc authorization of the CITY. No road or street shall be closed to the public except with the permission of the CITY and proper governmental authority. When the closing of roads are permitted, it shall require forty-eight (48) hours notification to the CITY. Traffic detours shall be pre-approved prior to closing. "Street Closed to through Traffic" signs and "Detour" routes shall be indicated and maintained by the DESIGNBUILDER when the job is located in a public or private street. 12.2.3 Provision of Access. The DESIGN/BUILDER shall provide such aid as may be required for pedestrians and motorists, including delivery vehicles, to safely negotiate the consh-uction areas. On completion of Work within any area, the DESIGNBUILDER shall remove all debris, excess material, barricades and temporary Work signs, leaving walkways and roads in said area clear of obstructions. 12.3 OPEN TRENCHES AND EXCAVATIONS. The DESIGNBUILDER shall fully comply with Florida Statutes and OSHA regulations with regard to open trenches and excavations during construction. The DESIGN/BUILDER shall place construction hazard fencing along any open trenches and excavations during the work-day, and shall leave no open trenches ar excavations over-night unless properly fenced and with the specific approval of the CITY. 12.4 PLACEMENT OF HEAVY EQUIPMENT. The DESIGN/BUILDER shall not leave construction equipment parked in front of or on a residential lot overnight or on weekends without advance specific permission. At the close of work each day, the equipment shall be driven to and stored in a designated area so that the equipment will not become an "attractive nuisance" to neighborhood children. All equipment left unattended during the course of working day, such as during lunch hours or work breaks, shall not be left in a condition or location which would create a safety hazard to the general public. Keys shall be removed from machines during those times. 12.5 TEMPORARY FACILITIES AND CONTROLS. The DESIGNBUILDER shall provide controls for sanitary facilities, environmental protection and safety controls on site acceptable to the Florida Department of Health and Rehabilitative Services, Department of Environmental Protection, and St. Johns River Water Management District. 12.5.1 Sanitary Provision. The DESIGN/BUILDER shall provide and maintain such sanitary accommodations adequate for the use of his employees and those of his subcontractors, which shall be made available when the first employees arrive on site of the Work, shall be properly secluded from public observation, and shall be constructed and maintained during the progress of the Work in suitable numbers and at such points and in such manner as may be required or approved. The DESIGN/BUILDER shall maintain the sanitary facilities in a 19 • -. satisfactory and sanitary condition at all times and shall enforce their use. DESIGN/BUILDER shall rigorously prohibit the committing of nuisances on the site of the Work, on the lands of the CITY or an adjacent property. The CITY shall have the right to inspect such facilities at all times to determine whether or not they are being properly and adequately maintained. Following the period of necessity for such accommodations, they and all evidence affixed thereto shall be removed. 12.5.2 Water and Electric Supplv. The DESIGN/BUILDER shall make all necessary applications and arrangements, and pay all fees and charges for water and electrical service necessary for the proper completion of the Project up to the time of final acceptance. The DESIGN/BUILDER shall provide and pay for any temporary piping and connections. 12.5.3 Noise and Vibration Control. The DESIGNBUILDER shall provide adequate protection against objectionable noise and vibration levels caused by the operation of construction equipment, and shall submit a plan to the CITY for review prior to initiation and implementation of the plan. 12.5.4 Dust Control. The DESIGN/BUILDER shall provide for adequate protection against raising objectionable dust clouds caused by moving construction equipment, high winds or any other cause, and shall submit a plan to the CITY for review prior to initiation and implementation of the plan. 12.5.5 Water Control. The DESIGN/BUILDER shall provide for satisfactory disposal of surplus water and shall submit a plan to the CITY for review prior to initiation and implementation of the plan. Prior approval shall be obtained from the proper authorities for the use of public or private lands or facilities for such disposal. 12.5.6 Pollution, Siltation and Erosion Control. In accordance with current NPDES standards, the DESIGN/BUILDER shall provide for and take sufficient precautions to prevent pollution of private and public lands. Erosion control features shall be constructed concurrently with other work and at the earliest practicable time. The DESIGN/BUILDER shall conform to the plan established by CONSULTANT'S plan for Erosion and Turbidity Control, including location of erosion control and turbidity control devices, marked on a plan set as needed for clariry. 13.0 CITY AND DESIGN/BUILDER RELATIONS 13.1 CONSTRUCTION REVIEW. 13.1.1 All wark done shall be subject to the construction review of the CITY. Such construction review may include mill, plant, or shop inspection, and any material furnished under the Specifications is subject to such inspection. The CITY shall be allowed access to all parts of the Work and shall be furnished with such information and assistance by the DESIGN/BUILDER and the DESIGNER as is required to make a complete and detailed review. 20 13.1.2 Any and all technical questions which may arise as to the quality and acceptability of materials furnished, wark performed, or work to be performed, interpretation of Contract Documents and all questions as to the acceptable fulfillment of the Contract on the part of the DESIGN/BUILDER shall be referred to the designated representative of the CITY who will resolve such questions. The CITY may appoint inspectors. The DESIGNBUILDER will be held strictly to the true intent of the Contract Documents in regard to quality of materials, workmanship, and the diligent execution of the Work. 13.2 TECHNICAL DECISIONS. All claims or conflicts of a technical nature shall be presented to the designated representative of the CITY for resolution. In making the determination, CITY shall be provided free access to consult with DESIGNER. Any material changes to the iinal Plans and Specifications ar the Shop Drawings for the Wark shall require that they be reviewed and initialed by DESIGNER. 13.3 SUSPENSION OF WORK. The CITY shall have the authority to suspend the Work wholly or in part, for such periods as may be deemed necessary and for whatever cause, to include but not be limited to, unsuitable weather or such other conditions as are considered unfavorable far prosecution of the Wark, failure on the part of the DESIGN/BUILDER to carry out the provisions of the Contract or to supply materials meeting the requirements of the Plans and Specifications, or the action of a governmental agency, by serving written notice of suspension to the DESIGN/BUILDER. The DESIGN/BUILDER shall not suspend operations under the provisions of this Paragraph without the CITY's permission. 13.4 LIMITATION TO RESPONSIBILITY 13.41 Neither CITY's authority to act under this Article or elsewhere in the Contract Documents nor any decision or determination made by CITY or its representatives in good faith to exercise or not to exercise such authority shall give rise to any duty or responsibility of CITY to DESIGN/BUILDER, any Subcontractor, any Supplier, or any other person or arganization performing any of the Work, or to any surety for any of them. 13.4.2 Whenever in the Contract Documents the terms "as ordered", "as directed", "as required", "as allowed", "as approved" ar terms of like effect or import are used, or the adjectives "reasonable", "suitable", "acceptable", "proper" or "satisfactory" or adjectives of like effect or import are used to describe requirement, direction, review or judgment of CITY as to the Work, it is intended that such requirement, direction, review or judgment will be solely to evaluate the Work for compliance with the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective shall not be effective to assign to CITY or its representative any duty or authority to supervise ar direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of this Article. 13.4.3 CITY will not be responsible for DESIGNBUILDER's means, methods, techniques, sequences or procedures of construction, or the safety precautions and programs incident thereto, and CITY will not be responsible for DESIGNBUILDER's failure to perform or furnish the Work in accordance with the Contract Documents. 21 13.4.4 CITY will not be responsible for the acts or omissions of DESIGN/BUILDER or of any Subcontractor, any Supplier, or of any other person or organization performing or furnishing any of the Work. 13.5 FIELD TESTS AND PRELIMINARY OPERATION. The DESIGN/BUILDER shall perform the work of placing in operation all material and equipment installed under this Contract, and shall make adjustments necessary far proper operation. The DESIGN/BUILDER shall notify the CITY when wark is considered to be complete, in operating condition, and ready for inspection and tests. The CITY will require such tests as it reasonably deems necessary to determine if the Work functions properly. Arrangements for testing labaratory services will be coordinated with the CITY. The cost of the initial testing, and retesting when materials and workmanship fail to meet specified requirements, will be bourn by DESIGN/BUILDER. 13.6 EXAMINATION OF WORK. The CITY may request an examination of work of the DESIGNBUILDER at any time before acceptance by the CITY of the Work, and DESIGN/BUILDER shall remove or uncover such portions of the work as may be directed. After examination, the DESIGN/BUILDER shall restore said portions of the Work to the standard required by the Specifications. Should the work thus exposed or examined prove acceptable, the uncovering or removing and the replacing of the covering or making good of the parts removed shall be paid for as extra work unless CITY had not been provided a reasonable opportunity to examine the same prior to it being covered, but should the work so exposed or examined prove unacceptable, the uncovering, removing and replacing shall be at the DESIGN/BUILDER's expense. 13.7 DESIGN/BUILDER'S SUPERINTENDENT. A qualified superintendent, who is acceptable to the CITY, shall be maintained on the project and give sufficient supervision to the Work until its completion. The superintendent shall have full authority to act on behalf of the DESIGN/BUILDER, and all communications given to the superintendent shall be considered given to the DESIGN/BUILDER. In general, such communications shall be confirmed in writing and always upon written request from the DESIGNBUILDER. 13.8 CITY'S RIGHT TO CORRECT DEFICIENCIES. Upon failure of the DESIGN/BUILDER to perform the work in accordance with the Contract Documents, including any requirements with respect to the Schedule of Completion, and after five (5) days written notice to the DESIGN/BUILDER, the CITY may, without prejudice to any other remedy it may have, correct such deficiencies. The DESIGN/BUILDER shall be charged all costs incurred to correct the same. 13.9 CITY'S RIGHT TO TERMINATE CONTRACT AND COMPLETE WORK. 13.91 This Agreement may be terminated by the CITY without cause provided at least thirty (30) days written notice of such termination shall be given to the DESIGN/BUILDER. 13.9.2 In the event of any default by the DESIGN/BUILDER, the CITY shall have the right to immediately terminate the Contract upon issuance of written notice of termination to the DESIGN/BUILDER stating the cause for such action. 22 13.9.3 It shall be considered a default by the DESIGN/BUILDER whenever it shall: (a) Declare bankruptcy, become insolvent or assign assets for the benefit of creditors. (b) Disregard or violate the provisions, or otherwise commit a material breach, of the Contract Documents or CITY's written instructions, or fail to prosecute the Work according to the agreed schedule of completion including extensions thereof. (c) Fail to provide a qualified superintendent, competent workers or subcontractors, or proper materials, or fail to make prompt payment therefore. 13.9.4 In the event of termination, the CITY may take possession of the Work and of all materials thereon and may fnish the Work by whatever method and means it may select. 13.10 RIGHTS OF VARIOUS INTERESTS. Wherever work being done by the CITY's forces or by other contractors is contiguous to work covered by the Contract, the respective rights of the various interests involved shall be established by the CITY, to secure the completion of the various portions of the Work in general harmony. 13.11 SEPARATE CONTRACTS. The CITY may let other contracts in connection with the Wark of the DESIGN/BUILDER. The DESIGN/BUILDER shall cooperate with other Contractors with regard to storage of materials and execution of their work. It shall be the DESIGN/BUILDER's responsibility to inspect all work by other contractors affecting its work and to report to the CITY any irregularities that will not permit it to complete work in a satisfactory manner. Failure to notify the CITY of such irregularities shall indicate the work of other contractors has been satisfactorily completed to receive DESIGN/BUILDER's work. It shall be the responsibility of the DESIGN/BUILDER to inspect the completed work in place and report to the CITY immediately any difference between completed work by others and the Plans. 13.12 SUBCONTRACTS AND PURCHASE ORDERS. Prior to signing the Contract or at the time specifed by the CITY, the DESIGN/BUILDER shall submit in writing for approval by CITY the names of the subcontractor and suppliers proposed for the Work. Subcontractors and suppliers may not be changed except at the request or with the approval of the CITY. The DESIGN/BUILDER is responsible to the CITY for the acts and omissions of its subcontractors and suppliers, and their direct or indirect employees, to the same extent as it is responsible for the acts and omissions of its employees. The Contract Documents shall not be construed as creating a contractual relation between any subcontractors or suppliers and the CITY. The DESIGN/BUILDER shall bind every subcontractor and supplier by the terms of the Contract Documents. 13.13 WORK DURING AN EMERGENCY. The DESIGN/BUILDER shall perform any work and shall furnish and install materials and equipment necessary during an emergency endangering life or properiy. In all cases, it shall notify CITY of the emergency as soon as practicable, but shall not wait for instructions before proceeding to properly protect both life and property. 23 13.14 ORAL AGREEMENTS. No oral order, objection, claim or notice by any party to the others shall affect or modify any of the terms or obligations contained in any of the Contract Documents, and none of the provisions of the Contract Documents shall be held to be waived or modified by reason of any act whatsoever, other than by a definitely agreed waiver or modification thereof in writing, and no evidence shall be introduced in any proceeding of any other waiver or modification. 13.15 NIGHT, SATURDAY AND/OR SUNDAY WORK. Night, Saturday, and Sunday work will be permitted. 13.16 iJNAUTHORIZED WORK. Work done without lines and grades having been established, work done without proper inspection, or any changes made or extra work done without written authority will be done at the DESIGN/BUILDER's risk and will be considered unauthorized, and, at the option of the CITY, may not be measured and paid for. 13.17 USE OF COMPLETED PORTIONS OF THE WORK. The CITY shall have the right to use, occupy, or place into operation any portion of the Work that has been completed sufficiently to permit safe use, occupancy, or operation, as determined by CITY. If such use, occupancy, or operation increases the cost of or delays the Work, the DESIGN/BUILDER shall be entitled to extra compensation, or an extension of time, or both, as reasonably determined by CITY. However, if DESIGNBUILDER has failed to complete the Wark in accordance with the time requirements of the Agreement, no compensation (including set-offs to liquidated damages) shall be allowed for such use or occupancy. 13.18 DESIGN/BUILDER'S RESPONSIBILITY FOR WORK. Until acceptance of the Work by the CITY, it shall be under the charge and care of the DESIGN/BUILDER, and he shall take every necessary precaution against injury or damage to the Work by the action of the elements or from any other cause whatsoever, whether arising from the execution or from the non-execution of the Work. The DESIGN/BUILDER shall rebuild, repair, restore and make good, without additional compensation, all injury or damage to any portion of the Work occasioned by any cause, other than the sole and active negligence of the CITY, before its completion and acceptance. 14.0 MEASUREMENT AND PAYMENT 14.1 DETAILED BREAKDOWN OF CONTRACT. The DESIGN/BUILDER shall submit a complete breakdown of the contract amount showing the schedule values assigned to each part of the Work as provided for in other sections of this agreement, including an allowance for profit and overhead within ten (10) days of the execution of the Contract by the parties. 14.2 REQUEST FOR PAYMENT 14.2.1 The DESIGN/BUILDER may submit to the CITY not more than once each month a request for payment for work completed. The DESIGN/BUILDER shall furnish the CITY all reasonable facilities and access required for obtaining the necessary information relative to the 24 � progress and execution of the Work. In addition to each month's invoice, an updated project schedule shall be submitted. 14.2.2 Each request for payment shall be computed from the work completed to date on all items listed in the detailed breakdown of the contract amount less previous payments and back charges. If payment is requested on the basis of materials and equipment not incorporated in the project but delivered and suitably stored at the site ar at another location agreed to in writing, the payment request shall also be accompanied by a bill of sale, invoice or other documentation warranty that the CITY has received the materials and equipment free and clear of all liens, charges, security interests and encumbrances, all of which shall be satisfactory to the CITY. No payments shall be made for materials stored on site without approval of the CITY. 14.2.3 An amount of 10% of each monthly pay request shall be retained until final completion and written acceptance of the Work by the CITY. For these purposes approval of final design and construction documents shall be deemed as final completion of design work and retainage for that portion of the project shall be released. Payment of any outstanding portion of the retainage shall be included in the DESIGN/BUILDER's final pay request. Any deviation in the release or partial release of the 10% retainage shall be at the sole discretion of the CITY. 14.2.4 Any request for payment shall be accompanied by claim releases for work done and thereby releases DESIGN/BUILDER from the previous application. 14.3 CITY'S ACTION ON A REQUEST FOR PAYMENT 14.3.1 CITY shall review the request for payment to determine the following: (a) That the work covered by the request for payment has been completed in accordance with the intent of the Plans and Specifications. (b) That the quantities of work have been completed as stated in the request for payment, whether for a unit price contract or for payment on a lump-sum contract. 14.3.2 Within ten (10) calendar days from the date of receipt of a request for payment the CITY shall do one of the following: (a) Approve the request for payment as submitted. (b) Approve and pay such other amount of the request for payment as the CITY shall decide is due the DESIGN/BUILDER, informing the DESIGN/BUILDER in writing of the reasons for paying the amended amount. (c) Disapprove the request for payment, informing the DESIGN/BUILDER in writing of the reasons for withholding payment. 14.4 CITY'S RIGHT TO WITHHOLD PAYMENT. The CITY may withhold payment in whole or in part on a request for payment to the extent necessary for any of the following reasons: (a) Work not performed but included in the request for payment, or the contract Price has been reduced by written change order. 25 (b) Wark covered by the request for payment which is not in accordance with the Plans, Specifications and generally accepted construction practices, including if, in the opinion of the CITY, there is sufiicient evidence that the Work has not been satisfactorily completed, or based upon tests and/or inspections the work is defective or has been damaged requiring correction or replacement. (c) In the event of a filing of a claim ar lien, or information received by CITY of a potential filing of a claim or lien against the DESIGN/BUILDER or CITY. (d) Failure of the DESIGN/BUILDER to make payments to subcontractors, material suppliers or labor. (e) Damage to another contractor. ( fl The CITY has had to correct a defect in the Work, or there are other items entitling the CITY to a set-off against the amount recommended. (g) Default of any of the provisions of the Contract Documents. 14.5 PAYMENT FOR iJNCORRECTED WORK. Should the CITY direct, in writing, the DESIGN/BUILDER not to correct work that has been damaged or that was not performed in accordance with the Contract Documents, an equitable deduction from the contract amount shall be made to compensate the CITY for the uncorrected work. 14.6 PAYMENT FOR REJECTED WORK AND MATERIALS. The removal of work and materials duly rejected and the re-execution of work by the DESIGN/BUILDER shall be at the expense of the DESIGN/BUILDER, and the DESIGN/BUILDER shall pay the cost of replacing the destroyed or damaged work of other contractors by the removal of the rejected work or materials and the subsequent re-execution of that work. In the event that CITY incurs expenses related thereto, DESIGN/BUILDER shall pay for the same within thirty (30) days after written notice to pay is given by the CITY. If the DESIGN/BUILDER does not pay the expenses of such removal, after ten (10) days written notice being given by the CITY of its intent to sell the materials, the CITY may sell the materials and shall pay to the DESIGN/BUILDER the net proceeds therefrom after deducting all the costs and expenses that are incurred by the CITY. If the proceeds do not cover the expenses incurred by the CITY, such additional amounts may be set-off against any payments due DESIGNBUILDER. 14.7 CHANGE ORDERS 14.7.1 If conditions require a change in the scope of work or additional work varying from the original Contract Documents, such change shall be effected by the DESIGN/BUILDER when the CITY issues a written Change Order. The Change Order shall set forth in complete detail the nature of the change, any impact on the project schedule, the change in the compensation to be paid the DESIGN/BUILDER and whether it is an addition or a reduction of the original total contract cost. Should additional or supplemental drawings be required, they will be furnished by DESIGN/BUILDER. 14.7.2 Compensation to be paid to the DESIGNBUILDER for accomplishing the work of a Change Order shall be established in one of the following ways: 26 (a) By lump sum proposed by the DESIGN/BUILDER and accepted by the CITY. (b) By unit prices established and agreed to. (c) By other methods as may be mutually agreed upon. (d) By force account wherein the DESIGN/BUILDER provides the labar and materials at DESIGN/BUILDER's direct cost plus 15% for overhead and proiit. When the force account method is used, the DESIGN/BUILDER shall provide full and complete records of all costs for review by the CITY. 14.8. CLAIMS 14.8.1 Claims arising from changes, additional costs or revisions made by the DESIGN/BUILDER at the CITY's request, or due to the actions of the CITY or its agents, shall be presented to the CITY before work starts on the changes or revisions. 14.8.2 If the DESIGN/BUILDER deems that extra compensation is due, the DESIGN/BUILDER shall notify the CITY in writing of its intention to make claim for extra compensation before work begins on which the claim is based. If such notification is not given and the CITY is not afforded by the DESIGN/BUILDER a method acceptable to the CITY for keeping strict account of actual cost, then the DESIGN/BUILDER hereby waives its request for such extra compensation. The CITY is not obligated to pay the DESIGN/BUILDER if the CITY is not notified as described above. Such notice by the DESIGN/BUILDER and the fact that the CITY has kept account of the costs as aforesaid shall not in any way be construed as proving the validity of the claim. 14.8.3 The DESIGN/BUILDER may refuse to perform additional work requested by the CITY, or the CITY may suspend work, until an appropriate agreement is executed by the parties. 14.9 CANCELLED ITEMS OF WORK 14.9.1 The CITY shall have the right to cancel those portions of the contract relating to the construction of any item provided therein. Such cancellation, when ordered by the CITY in writing, shall entitle the DESIGN/BUILDER to the payment of a fair and equitable amount covering all costs incurred by him pertaining to the canceled items before the date of cancellation or suspension of the Work. The DESIGN/BUILDER shall be allowed a profit percentage on the materials used and on construction work actually done, at the same rates as provided for "Change Orders", but no allowance will be made for anticipated profits. 14.9.2 Acceptable materials ordered by the DESIGN/BUILDER or delivered on the site before the date of such cancellation or suspension shall be purchased from the DESIGN/BUILDER by the CITY at actual cost and shall thereupon become the property of the CITY or, if returnable, at the option of the CITY the materials may be returned and CITY shall pay any applicable delivery or cancellation charges. 27 . � 14.10 PAYMENT FOR WORK SUSPENDED BY THE CITY. If the Work or any part thereof shall be suspended by the CITY, the DESIGN/BUILDER will then be entitled to submit a payment request for all wark done. 14.11 PAYMENT FOR WORK DONE BY THE CITY. The cost of the work performed by the CITY removing construction materials, equipment, tools and supplies, cleaning up, or in correcting deiiciencies in shall be paid by the DESIGNBUILDER. 14.12 PAYMENT FOLLOWING TERMINATION OF CONTRACT 14.12.1 Termination by CITY for Cause. Upon termination of the contract by the CITY for cause, including abandonment or termination by DESIGN/BUILDER, the CITY may enter into an agreement with others for the completion of the Work under this Agreement. No further payments shall be due the DESIGN/BUILDER until the Work is completed and accepted by the CITY. If the unpaid balance of the contract amount shall exceed the cost of completing the Work including all overhead costs, DESIGN/BUILDER shall be paid up to the amount of the excess balance for the work done prior to termination. If the cost of completing the Work shall exceed the unpaid balance, the DESIGN/BUILDER or its Surety shall pay the difference to the CITY. All work done, tracings, plans, specifications, maps, computer programs and data prepared by the DESIGN/BUILDER under this Agreement shall be property of the CITY. 14.12.2 Termination by CITY Without Cause. In the event the CITY without cause abandons, terminates or suspends this Agreement, the DESIGNBUILDER shall be compensated for services rendered up to the time of such termination and any work done or documents generated by the DESIGN/BUILDER shall remain the property of the CITY. 14.13 RELEASE OF CLAIMS. The DESIGNBUILDER shall deliver, with each request for payment, a completed Affidavit and Release of Claim on a form supplied by CITY. Also, a Claimant's Sworn Statement of Account executed by each supplier or subcontractor who has notified the CITY of his right to file a Claim, or who is listed in the DESIGNBUILDER's Affidavit and Release of Claim as an unpaid potential Claimant, must be attached to each request for payment. If the completed fortns are not supplied with the request for payment, the CITY will notify DESIGN/BUILDER of the outstanding claims of record and, if said completed forms are not supplied within thirty (30) days, the CITY shall make joint payments to the DESIGN/BUILDER and outstanding claimants. 14.14 FINAL COMPLETION. The Contract will be considered complete when all wark has been finished, the final construction review is made by the CITY, as-built plans and documentation has been submitted, and the Project accepted in writing by the CITY. 14.15 ACCEPTANCE AND FINAL PAYMENT. 14.15.1 When it is determined, as a result of a joint inspection of the Work by the DESIGN/BUILDER and CITY, that there is Final Completion of the Work in accordance with the terms of the Contract Documents, the DESIGN/BUILDER may submit the DESIGN/BUILDER's final request for payment. The DESIGNBUILDER's final request for 28 , � payment shall be the contract amount plus all approved written additions less all approved written deductions and less previous payments made. 14.15.2 As a condition for Final payment, a DESIGN/BUILDER's Final Affidavit must be received by the CITY along with conditional final releases of Claim for labor, materials and equipment incurred in connection with the Work. Thereafter, CITY will release the DESIGN/BUILDER except as to the conditions of the performance bond, any legal rights of the CITY, required guarantees and satisfaction of all warranty work, and shall authorize payment of the DESIGN/BUILDER's final request for payment. 14.16 SATISFACTION OF WARRANTY WORK AFTER FINAL PAYMENT. The making of the final payment by the CITY to the DESIGN/BUILDER shall not relieve the DESIGN/BUILDER of responsibility for faulty materials or workmanship, ar from the obligation to perform warranty work. 15.0 INSURANCE 15.1 LIABILITY INSURANCE 15.1.1 DESIGN/BUILDER shall purchase and maintain the liability insurance described herein to provide protection from claims arising out of or resulting from DESIGNBUILDER's performance of the Work and DESIGNBUILDER's other obligations under the Contract Documents, whether such performance is by DESIGNBUILDER, by any Subcontractor or Supplier, by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. 15.1.2 The liability insurance shall include liability insurance applicable to all of DESIGNBUILDER's obligations under the Contract Documents. DESIGN/BUILDER agrees to pay on behalf of CITY, and to provide and pay a legal defense for, all such claims applicable to DESIGNBUILDER's obligations under the indemnification provisions herein. DESIGNBUILDER accepts as adequate compensation for the contractual liability insurance the amount contained in the Contract Documents. 15.1.3 Liability insurance coverage shall include as a minimum each of the following types of insurance: A. General Liability policy with limits for not less than $1,000,000 for each occurrence and not less than $1,000,000 aggregate with the following coverage: (1) Comprehensive Form. (2) Premises-Operations. (3) Explosion and Collapse Hazard. (4) Underground Hazard. (5) Products/Completed Operations Hazard. (6) ContractualInsurance. (7) Broad Form Property Damage Including Completed Operations. (8) Independent Contractors. (9) Personal Injury [with Employment Exclusion deleted.] 29 ❑ B. Automobile Liability policy with limits for not less than $1,000,000 for each occurrence and not less than $1,000,000 aggregate with the following coverage: (1) Comprehensive Form Including Loading and Unloading. (2) Owned. (3) Hired. (4) Non-Owned. 15.2 PROFESSIONAL LIABILITY INSURANCE. The DESIGN/BUILDER, or in the event the DESIGN/BUILDER subcontracts the design services, then the DESIGNER shall provide and maintain a professional liabilities/errors and omissions insurance policy having minimum limits of $1,000,000 per claim with a maximum deductible of $100,000. Any professional liability shall delete any design/build exclusion that could adversely affect coverage because of the design/build format of the Contract Documents. Coverage shall be provided for full resultant damages. Such professional liability insurance certificates shall be provided to the CITY prior to commencement of design Work. 15.3 WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY. DESIGN/BUILDER shall obtain full Worker's Compensation Insurance coverage for no less than the statutory limits and Employer's Liability Insurance coverage in limits not less than $100,000 for each employee for all persons whom it employs or may employ in carrying out the Work under the Agreement. This insurance shall be in strict accordance with the requirements of the most current and applicable state Worker's Compensation laws. 15.4 GENERAL REQUIREMENTS 15.4.1 DESIGN/BUILDER shall not commence or continue to perform any Work unless it, at its own expense, has in full force and effect all required insurance, and until all insurance Certificates and Endorsements have been filed evidencing the specific insurance coverage required, nor shall any payment far Wark performed become due and payable until such Certificates and Endorsements have been filed. The DESIGN/BUILDER shall not permit any Subcontractor, Supplier or other person or organization to perform Work on the Project unless the Worker's Compensation Insurance requirements have been complied with by such Subcontractor, Supplier or other person or organization. 15.4.2 Worker's Compensation and Employer's Liability Insurance shall be maintained in effect for the full Warranty Period, even as extended. Should any coverage approach expiration during the period in which it is to remain in full force and effect, it shall be renewed prior to its expiration. 15.4.3 Insurance coverage shall be placed with satisfactory carriers licensed to do business in the State of Florida and countersigned by a resident agent. Insurers shall have at least an "A" Best's Rating and a Class XI or better financial category in accordance with the most current A. M. Best Company ratings. 15.4.4 At the time indicated in the Contract Documents, as evidence of specified insurance coverage, DESIGNBUILDER shall provide certificates of insurance evidencing the specific 30 . .� policies issued, the limits of coverage afforded, and the specific endorsements provided, all in accordance with forms prescribed by CITY. No alteration or substitution of said insurance certificate forms will be allowed, unless approved by CITY in writing. 15.4.5 If so requested in writing by CITY, DESIGN/BUILDER shall deliver one (1) copy to CITY of each insurance policy purchased by DESIGNBUILDER pursuant to this Article within thirty (30) days of the request. 15.4.6 All the policies of insurance required of DESIGNBUILDER in the Contract Documents shall be endorsed to include CITY, each of its directors, officers, employees, representatives, agents or volunteers as additional insureds. The insurance afforded to these additional insureds shall be primary insurance. If the additional insureds have other insurance which might be applicable to any loss, the amount of insurance provided under DESIGNBUILDER's policies of insurance shall not be reduced or prorated by the existence of the otherinsurance. 15.4.7 All the policies of insurance so required of DESIGN/BUILDER in this Article shall be endorsed to expand coverage as required in this Article. 15.4.8 Deductible/self-insured retention amounts shall be subject to approval by CITY, and shall be reduced or eliminated upon written request from CITY. The insurer's cost of defense including attorney's fees (and attorney's fees on appeal) shall not be included within the policy coverage but shall remain the responsibility of insurer. 15.4.9 Nothing contained in these insurance requirements is to be construed as limiting the liability of DESIGNBUILDER or DESIGNBUILDER's insurance carriers. It is to be understood that CITY does not in any way represent that the insurance (or the limits of insurance) specified in this Article is sufficient or adequate to protect DESIGNBUILDER's interests or liabilities, but are merely minimums. 15.4.10 Umbrella Liability Insurance shall not be more restrictive than the underlying insurance policy coverages. 15.4.11 All the policies of insurance (or the certificates or other evidence thereo fl required to be purchased and maintained by DESIGN/BUILDER in accordance with the Contract Documents will contain a provision ar endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least thirty days' prior written notice has been given to CITY by certified mail. 15.5 CITY' S INSURANCE. CITY shall have the option of purchasing and maintaining its own insurance without prejudice to its rights hereunder. Further, if DESIGN/BUILDER fails to obtain or renew insurance or fails to maintain insurance in a form required by the Contract Documents, or if any insurance company DESIGN/BUILDER has procured insurance from declares bankruptcy, is declared bankrupt, or if the Insurer loses its "A" policyholder's rating or if its financial size category rating falls below Class XI in the most current A. M. Best's rating, CITY may procure insurance at DESIGNBUILDER's expense in the 31 , � coverage amounts required by the Contract Documents and shall be entitled to deduct CITY'S resultant costs from the Contract Price by issuing a Change Order. In lieu of procuring insurance at DESIGN/BUILDER's expense, CITY has the option to stop or suspend the Work or terminate DESIGN/BUILDER's services as provided in the Contract Documents. CITY's actions under this paragraph shall not entitle DESIGN/BUILDER to an increase in Contract Price ar an extension of Contract Time. 15.6 OBJECTION TO INSURANCE 15.61 Neither CITY's review of the coverage afforded by or the provisions of the policies of insurance purchased and maintained by DESIGN/BUILDER, nor CITY's decisions to raise or not to raise any objections about either or both, shall in any way relieve or decrease the liability of DESIGN/BUILDER. If CITY elects to raise an objection to the coverage afforded by or the other provisions of the insurance furnished, DESIGN/BUILDER shall promptly provide to CITY such additional information as CITY may reasonably request, and DESIGN/BUILDER shall remedy any deficiencies in the policies of insurance at once. 15.6.2 CITY's authority to object to insurance shall not in any way whatsoever give rise to any duty on the part of CITY to exercise this authority far the benefit of DESIGN/BUILDER or any other party. 16.0 PUBLIC CONTRACT REQUIREMENTS 16.1 COVENANT AGAINST CONTINGENT FEES. The DESIGN/BUILDER warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the DESIGNBUILDER, to solicit or secure this Agreement and that he has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the DESIGN/BUILDER, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this paragraph, the CITY shall have the right to terminate the Agreement without liability and, at its discretion, deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 16.2 INTEREST OF MEMBERS OF CITY AND OTHERS. No officers, members or employees of the CITY and no member of its governing body, and no other public official of the governing body of the locality or localities in which services for the facilities are situated or carried out, who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this project, shall participate in any decision relating to this Agreement which affects his personal interest, or have any personal ar pecuniary interest, direct or indirect, in this Agreement or the proceeds thereof. 16.3 CERTIFICATION OF RESTRICTIONS ON LOBBYING. The DESIGN/BUILDER agrees that no Federal appropriated funds have been paid or will be paid by or on behalf of the DESIGNBUILDER to any person far influencing or attempting to influence any officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress ar an employee of a member of Congress in connection with the awarding of any 32 � T Federal contract, the making of any Federal Grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment or modification of any Federal contract, Grant, loan or cooperative agreement. If any funds other than Federal appropriated funds have been paid by the DESIGN/BUILDER to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress or an employee of a member of Congress in connection with this Project, the undersigned shall complete and submit Standard Form- "Disclosure Form to Report Lobbying" in accordance with its instructions. Further, DESIGN/BUILDER agrees to not lobby the governing body of CITY as to performance and other matters related to this Agreement. 16.4 INTEREST OF DESIGN/BUILDER. The DESIGN/BUILDER covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which shall conflict in any manner or degree with the performance of services required to be performed under this Agreement. The DESIGN/BUILDER further covenants that in the performance of this Agreement, no person having any such interest shall be employed. The DESIGN/BUILDER shall not undertake any professional work which conflicts with his duties as the CITY's DESIGN/BUILDER without the prior written consent of the CITY during the term of this Agreement. Any work where the DESIGN/BUILDER can reasonably anticipate that it may be called to testify as a witness against the CITY in any litigation or administrative proceeding will constitute a conflict of interest under this Agreement. 16.5 PUBLIC ENTITY CRIMES. The DESIGNBUILDER has filed the swom statement which is entitled PUBLIC ENTITY CRIMES, stating whether a person or affiliate as defined in Section 287.133 (1) Florida Statutes, has been convicted of a public entity crime subsequent to July 1, 1989, in accordance with the provisions of said statute. DESIGN/BUILDER has a continuous obligation to inform CITY if the status of compliance under this statement changes. 16.6 DRUG-FREE WORKPLACE. The Agreement documents also consist of the "Drug-Free Workplace Form" which is in accordance with Florida Statute 287.089 and must be signed and instituted. 16.7 COMPLIANCE WITH GRANTS. DESIGN/BUILDER shall perform the Work in conformance with the terms and conditions of any and all grants obtained by CITY for the funding of the Project. 16.8 BOND. The DESIGN/BUILDER shall provide Bonds in the form prescribed by State Law, and generally as shown in these Documents, for Performance and Payment, each in the amount of 100% of the total contract amount. 16.9 PERMITS & FEES All CITY, state, county, FDOT, FAA, St. John's River Water Management District permits, utility permits, impact fees, and an•�1 other permits, and or fees, necessary for the prosecution of the Work shall be drafted, applied for, paid for, and secured by the DESIGN/BUILDER, except for DESIGN/BUILDER's licenses and registrations. DESIGN/BUILDER shall secure a building permit if required by the CITY's Building Official. 33 � � 16.10 LAWS TO BE OBSERVED 16.10.1 The DESIGN/BUILDER shall give all notices and comply with all state and local laws, ordinances, permit requirements and regulations in any manner affecting the conduct of the Work, and all such orders and decrees as enacted by bodies ar tribunals having any jurisdiction or authority over the Work, and shall indemnify and save harmless the CITY and its agents and representatives against any expense, claim or liability arising from, or based on, the violation of any such law, ordinance, regulation, permit requirements, order or decree, whether by himself or his employees. 16.10.2 DESIGNBUILDER shall comply with all applicable federal laws that in any way regulate or impact the Work, including, but not limited to, The Clean Air Act (42 USC §7506(c)), The Endangered Species Act (16 USC §1531, et seq.), Executive Order No. 11593, Executive Order No. 11988, Executive Order No. 11990, The Fish and Wildlife Coordination Act (PL 85-624), The Safe Water Drinking Act Section 1424(e) (PL 93-523, as amended), The Wild and Scenic Rivers Act (PL 90-542, as amended), The Demonstration Cities and Metropolitan Development Act of 1966 (PL 89-754), Section 306 of The Clean Air Act, Section 508 of The Clean Water Act, Executive Order No. 11738, The Civil Rights Act of 1964 (PL 88- 352), The Age Discrimination Act (PL 94-135), Section 13 of The Federal Water Pollution Control Act (PL 92-500), Executive Order No. 11246, Executive Order No. 11625, Executive Order No. 12138, Executive Order No. 12549, The Davis Bacon Act (40 USC §276), the Occupational Safety and Health Act and applicable regulations, and the Americans with Disabilities Act (PL 101-336), and shall indemnify and save harmless the CITY and its agents and representatives against any expense, claim or liability arising from, or based on, the violation of any such law or regulation, whether by himself or his employees. 16.10.3 The DESIGN/BUILDER shall keep himself fully informed of all existing and pending state and national laws and municipal ordinances and regulations in any manner affecting those engaged or employed in the Work, or in any way affecting the conduct of tribunals having any jurisdiction or authority over the same. If any discrepancy or inconsistency is discovered in the Plans, Specifications, or Contract Documents for this work in relation to any such law, ordinance, regulations, order or decree, he shall forthwith report the same to the CITY in writing. He shall at all times himself observe and comply with and cause all his agents, subcontractors and employees to observe and comply with decrees; and shall protect and indemnify the CITY, its officers, employees and agents against any expense, claim or liability arising from or based upon violation of any such law, ordinance, regulations, orders or decree, whether by himself or his employees. 16.10.4 All building construction work alterations, repairs or mechanical installations and appliances connected therewith shall comply with the applicable building rules and regulations, restrictions and reservations of record, local ordinances and such other statutory provisions pertaining to this class of work. 34 y � 16.10.5 The failure of the DESIGN/BUILDER to adhere to any law or regulation pertaining to furnishing services under this Agreement shall constitute a material breach of this Agreement. 17.0 MISCELLANEOUS 17.1 ADDRESSES FOR NOTICES. All notices given under or in connection with any of the Contract Documents shall be delivered in person or by e-mail, telegraph, or registered or certified mail to the parties at the address as either party may by notice designate. 17.2 WRITTEN NOTICE. Written notice shall be considered as served when delivered to the designated representative of the DESIGN/BUILDER and receipt acknowledged or sent by registered mail to the individual, firm, or corparation to the business address stated in the Proposal unless a notice of address change has been delivered. It shall be the duty of each party to advise the other parties to the Agreement as to any changes in his business address until completion of the Agreement. 17.3 TAXES. DESIGN/BUILDER shall pay all sales or other taxes of any type that may be incurred in connection with the Work hereunder, and shall reimburse the CITY for any such taxes paid by the CITY. However, DESIGN/BUILDER agrees to cooperate with any direct purchase program that CITY, in its sole discretion, decides to implement, and will provide for direct invoicing of the CITY by its suppliers with the invoiced amount and the tax savings thereupon being processed as a deduction from the Contract Price. 17.4 NO WAIVER OF LEGAL RIGHTS. Neither the payment for, nor acceptance of the whole ar any part of the Work by the CITY or representatives of the CITY, nor any extension of time, nor the withholding of payments, nor any possession taken by the CITY, nor the termination of employment of the DESIGNBUILDER shall operate as a waiver of any portion of the Contract or any power therein reserved or any right therein reserved or any right therein provided, nor shall the waiver by the CITY of any of the DESIGN/BUILDER's obligations or duties under this Agreement constitute a waiver of any other obligation or duty of the DESIGN/BUILDER under this Agreement. 17.5 RIGHT TO WORK PRODUCT. No reports, data, programs or other material produced in whole or in part under this Agreement shall be subject to copyright by the DESIGN/BUILDER in the United States, or in any other country. The CITY, or its assigns and agents, shall have the unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, designs, specifications, programs, other material and/or any/all intellectual properiy prepared under this Agreement. All tracings, plans, specifications, reports, maps, permit applications, computer programs/AutoCAD, and data prepared or obtained under this Agreement shall remain the property of the CITY. Any use of any plans and specifications by the CITY, except the use reasonably contemplated by the CITY at the time the CITY entered this Agreement, will be at the CITY's risk and DESIGNBUILDER, its officers, directors and employees will be held harmless from such use. 35 ' �- 17.6 NON-AGENCY DESIGN/BUILDER shall perform all Work under this Agreement as an Independent Contractor and shall not be considered an agent of CITY, nor shall DESIGNBUILDER's DESIGNER, Subcontractors or Suppliers or employees be considered agents of CITY. DESIGNBUILDER and not the CITY shall be solely responsible to the DESIGNER, any and all Subcontractors and Suppliers, and all those employed by them for their costs, expenses, fees and profits, if any, in performing the Work. 17.7 COMPUTATION OF TIME. When any period of time is referred to in the Contract Documents by days, it shall mean calendar days, unless otherwise stated, and be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a Holiday, such day shall be omitted from the computation. 17.8 PARTIAL INVALIDITY. If any provision of this contract is held by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other parts of this Proposal if the rights and obligations of the parties contained herein are not materially prejudiced and if the intentions of the parties can continue to be effectuated. To that end, this contract is declared severable. 17.9 CONSEQUENTIAL DAMAGES. In no event shall DESIGNBUILDER be entitled to recover from CITY any indirect, incidental, or consequential damages in any proceeding arising out of or relating to this Agreement or breach thereof. 17.10 SURVIVABILITY. All representations, indemnities, warranties and guarantees required by the Contract Documents, including the Warranty Period shall survive Final Payment and termination or completion of this Agreement. 17.11 DISPUTE RESOLUTION. Prior to initiating litigation as to any issue related to this Agreement, a party must offer in writing, absent exigent circumstances, to mediate the disputed issues with a certified mediator. If the offer to mediate is not accepted within one week, the offer to mediate shall be deemed rejected and the parties may proceed with available legal remedies. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and year first above written. A ' �� 1 — OF SEBASTIAN Sally A. Mai MMC, City Clerk `�j(I�inn�r, City Manager (SEAL) i� Approved as to Form and Content for: Relian by the City of Sebastian Only � obert A. Ginsburg, City torney 36 � --------------------------------------------- DESIGN/BUILDER -------------------------------------------- - %, � � � � — Aldo J. President STATE OF FLO�IDA COUNTY OF � ��1�� l� ��« �—�'-� AFCO Constructors, Inc. Sworn to, subscribed, and acknowledged before me on this Z!� day of August, 2011, by Aldo J. Ferrera and Sean-Paul Ferrera, who ARE: [✓] person�,ll.3�_kn.Q�n _�a_�ne__ or [] who have produced (type of identification) as identification. � ,,1,� . -J �.,/c,.r l,`� c. � Notar Public-Stafe of Ftorida 37 NOTARY POBLICST.,�,'i'E OF FLORIDA seal „"" Jl�ii.: ;;, Strohsahl �j: Com!nissioa # EE018431 '••;`!�.�` Exp; res: �; i.: C3. 29, 2014 iONDEDTY..",� ,•,i!.:�\Tl. Ev\'D(.CGCO.,INC. . s ��+ �' � . . , awtiu �► .' * �,�*, • • � r COMMUNITY DEVELOPMENT DEPARTMENT 1225 MAIN STREET � SEBASTIAN, FL 32958 PHONE 772-388-8228 � FAX 772-388-8248 ' r�g iffin(a�citvofsebastian.org � www.citvofsebastian.or� NOTICE TO PROCEED DESIGNBUILD WIND TURBINE FACILITY at SEBASTIAN MUNICIPAL AIRPORT DATE: 6 September 2011 TO: Aldo J. Ferrera, President AFCO Constructors, Inc. 1804 NW Madrid Way Boca Raton, FL 33432 You are hereby notified to commence work as soon as possible, per the terms and conditions of the proposal submitted by you regarding the SEBASTIAN AIRPORT WIND TURBINE FACILITY PROJECT DESIGN-BUILD SERVICES AGREEMENT. The project manager is Joe Griffin, Community Development Director for the City of Sebastian. All substantial communication pertaining to this project should be directed to him at 772-633-0151. The building official for the project is Wayne Eseltine, City Of Sebastian Building Department Director. His contact number is: 772-388 8235. We look forward to working with you on this project. � Joe Griffin Director �1 OP ID: D3 '`��RO CERTIFICATE OF LIABILITY INSURANCE I oar�tMM�oonwr� 05h 2111 TFpS CERTiFICATE IS ISSUED AS A MATTER OF INFORMA110N ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATiVELY OR NEGATiVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTiFlCATE OF INSURANCE DOES NOT CONSTITUTE A CONTRAiCT BETWEEN THE ISSUING INSURER(S}, AUTHORIZED REPRESENTATiVE OR PRODUCER, AND THE CER7IFICATE HOLDER. IMPORTANT: If the cert'rficate holder is an ADDITIONAL IN3URED, the policy(iea) muat be endorsed. If 3U8ROGATION IS WAIVED, s�ject to the tem►a and conditions of tfie policy, certain policies may require an endoraemeM. A statemerrt on this certiflcate does not oonfer rights to the certificate hQlder in lieu of such endorsemerrt s PROOUCER 9.�-%7B'?ZZZ NAME: Brown & Brown of Florida, Inc. � 954-776-0446 �O� F°'x 1201 W Gitpress Creek Rd # 130 ' ►m e: ac No : INSURED FL 33310�727 CPCU, CIC AFCO Constructors Inc. 1804 NW Madrid Way Boca Raton, FL 33432 AFCOC-2 INSURER(8) AFFORDING COVEttAGE n�su�Rn:Amerisure Mutual Insurance Co �NSU�Re:Ame�isure Insurance Company INSURER C : INSURER D : NAIC • 9488 COVERAGES • CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POIiCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NO7WffHSTANDING ANY REQUIREMENT, TERM OR CONDfTION OF ANY CONTRACT OR OTHER DOCUMENT WffH RESPECT TO WHICH THIS CERTIFICATE MAY BE iSSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. �� TYPE OF INSURANCE pOLICY NUMBER � MMADIWYY MMiUDM W ��M� GEN@tALLIABILITY EACHOCCURRENCE j i,00O,00 A X COMMERCIP,� GENERAL �IABILITY GLZOZJTOSOS O7l01/10 0T/01111 pREMISES Ea occurrence S SOO,OO CLAIMS-MADE � OCCUR MED EXP (My one person) ; i O,OO PERSONAL &ADV NJURY g i3OOO,OO GENERALAGGREGATE S �OOO�OO GEN'LAGGREGATELIMITAPPLIESPER: PROOUCTS-COMP/OPAGG $ Z�OOO�OO POLICY X PR� LOC EBL $ 'I,OOO�OO AUTOM08iLE LWBILITY COMBINED SRdGLE LIMIT (Eaacddent) $ ��+�� A X ANYAUTO CA128723215 07/01/10 07/01/11 BODILYWJURY�Perperson) 3 ALL OWNEDAUTOS BODILY MJJURY (Per ecdden[j S SCHEDULED RUTOS PROPERTY DAMAGE A X H82EDAUTOS A128723215 O7l01/10 07/01h1 �P�a«aaa�� A X NON-OWNEDAUTOS A128723215 07/01/10 07/01l11 s . s �eRa�^�aB X OCCUR EACHOCCURRENCE 3 4,000,00 EXCESSLIAB CLAIMS-MADE AGGREGATE f 4�000,00 A DEDUCTIBIE CU138078710 07101l10 07/01I11 Prod. AGG g 4,000,00 X .RETENTION y $ WOPoCERS COMPENSATiQN X WC STATU- OTH- APD EMPLOYERS' LIAB�ITY TORY LIMITS ER B ANY PR�RIETOR/PARTNERfE�CUTIVE Y� N CZOG�%9i O3IOiIi i OS/OiIi2 E.L. EACH ACCIDENT Z SOO�OO OFFICER/MEMBEREXCLUDED? � N!A (Mandatory in NH) E.L. DISEASE- EA EMPLOYEE $ SOO,OO If yes, describe under DESCRIPTION OF OPERATIONS belrnv E.L. DISEASE- POLICY LIMR $ SOO�OO DE3CRIPTION OF OPERATONS / LOCATIONS lYEHCLES �Akaeh ACORD 107, Additlond Remarks Seh�duts, If mon apace ia rsqulrsd) RE: Airport Wind Turbine Facliky, 202 Alrpo�t Drive East, Sebastian, FI. 32958. Sebastian Municipal Airport 202 Airport Drive East Sebastian, FL 32959 ACORD 25 (2009/09} SEBASTI SHOt�D ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE iHE EXPIRATION DATE THEREOF, N0710E WILL BE DELIVERED IN ACCOROANCE WI1H THE POLICY PROVISIONS. AUTFIORIZED REPRESENTATNE ��T�G�/' �r��<� O 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD �..-� OP ID: D3 '4�°R°� CERTIFICATE OF LIABILITY INSURANCE DATE�MM/DDIYYYY) 09/06/11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 954-776-2222 Brown & Brown of Florida, Inc. 9 1201 W Cypress Creek Rd # 130 P.O. Box 5727 Ft. Lauderdale, FL 33310-5727 Gerald J. Arch, CPCU, CIC INSURED AFCO Constructors Inc. 1804 NW Madrid Way Boca Raton, FL 33432 AFCOG2 ir,suReRa:Amerisure Mutual Insurance Co iNSUReRe:Amerisure Insurance Company INSURER C : INSURER D : INSURER E : NAIC # 23396 _ 19488 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR A L UBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MM/DDIYYYY MMIDD/YYYY GENERAL LIABILITY EACH OCCURRENCE $ 'I ,OOO,OO ii X COMMERCIALGENERALLIABILITY CPP128723315 07/07/11 07/01/�2 pREMISES Eaoccurtence $ 300,00� CLAIMS-MADE � OCCUR MED EXP (Any one person) $ � 0,0�� I PERSONAL & ADV INJURY $ 'I,OOO,OOO GENERALAGGREGATE $ Y,OOO,OO GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ Z,OOO,OO POLICY X PR� LOC EBL $ 'I,OOO,OO AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ��OOO,OOO i� X ANY AUTO CA128723216 07/01/11 07/01/12 (Ea accident) i BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE l4 X HIREDAUTOS CA128723216 07/01/11 07/01/12 (Peraccident) $ A X NON-OWNEDAUTOS CA128723216 07/01/11 07/01/12 s s X UMBRELLA UAB X OCCUR EACH OCCURRENCE $ 4,000,00 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 A CU138078711 07/01/11 07/01/12 DEDUCTIBLE I Prod. AGG $ 4,000,00 X RETENTION $ � $ WORKERS COMPENSATION x WC STATU- OTH- AND EMPLOYERS' LIABILITY T RY L M T ER B ANYPROPRIETOR/PARTNER/EXECUTIVE Y� N�A �WC2067791 03/01/11 03/01/12 E.L.EACHACCIDENT $ 5�� OFFICER/MEMBER EXCLUDED9 (MandatoryinNH) E.L.DISEASE-EAEMPLOYEE $ 5�0�� If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ SOO,OOO DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Addiqonal Remaiics Schedule, if more space is required) City of Sebastian and each of its directors, officers, employees, representatives, agents or volunteers are listed additional insured with respects to general liability if required by written contract. `30 days notice of cancellation ezcept 10 days notice for non-payment of the premium. HOLDER City of Sebastian 1225 Main Street Sebastian, FL 32958 ACORD 25 (2009/09) SEBASTI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTAiNE � !/ " � .,�'`�`� O 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Ctient#: 6689 .lONESTR3 A�CORD,., CERTIFICI�TE �F LIABILITY tNSURANCE °a,,;�;�,"; ' THIS CERTIFICATE IS fSSUED AS A MRTTER QF INFORMATidN ONLY AND CONFERS NQ RIGHTS UPON THE CERTIFICATE HOLDER. TNIS CERTIFICATE DQES NOT AFFIRNL4T[VELY OR NEGAi7VELY AMEi�iD, EXTEND bR ALTER THE COVERRGE AFFORUED BY THE POLJGIES 6ELAW. THlS CERTIFICATE OF INSURANCE dOES MQT GQNSTIME A CQNTRACT BEfWEEPI THE fSSUiPIG (WSURER(S�, AUTHORlZED REPRESENTATIVE OR PRODUCER, ANQ THE CER7fFICATE HOLDER. (MPORTANT: if the certificate holder is an ADDITIONAL IMSURED, th�a policy{ies} must be endorsed. ff SUBRt7rGATIQN IS WAiVE�, subject to the terms and conditians of the policy, ceRain policies may require an endorsement. A statemeitt an this certificate doss not confpr rights to the certificate holder in Iieu of such endorsemertt(sy. ISU Suncoast Insurac�ce Assoc P.O. 8ox 22668 Tampa, FL 33622 266$ 813 289-520Q INSURED Jones Structuraf Engineers, PLLC 2D0 Business Park Way, Ste G Raya! Palm Beach, FL 33411 813 289-5200 INSURER(S) AFFQRDIN6 INSURERA: ��a QOCTlIfllOil IiISUrR�I1C@ i. �NSUReR a: xL Speciatty tnsurance Co lN5URER C • irtsurtEa a : 81328�561 NAIC # I � INSURER P• � � CdVERAGES CERTIFlCAT'E NUMBER: REVISION NUMSER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE 6EEN ISSUED i0 THE IMSURED NAMED ABOVE FOR THE POLICY PERIOp INDICATED. NOTWITHSTANDiNG AlVY REQUIREMENT, TERM OR CONOITIQN OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL TNE TERMS, EXCLUSIGI'dS AND Ci,NDRIONS OF SUCH POl ICIES. LIMITS SIiOWN M/lY HAVE BEEN REDUCED BY i�AID CIAIMS. TR �E QF iNSURANCE N POLICY NUMBER RIM1D0 � 1WM/DD u�� A 6ENERALLIABIIITY BPU'�Z4S %f'��2(}'�'� (}71��jzQ� FACHOCCURRENCE 3�i Q�}i�,OQO X CQMMERCIAL GEhERAL UABILITY DAMAGE TO R D �� O � PREMISES Ea occurrence CLAlMS-MADE �X OCCUR MEQ EXP (MY � F��) S5,OOO PETtSOW1L8ADVFN.lURY s1,�0,0a0 GENERAL AGGf2EGATE �,QQQ,fiOti GEN1 AGGI2EGATE L1MfT APPLIES PER: PRODUCTS- COMPlOP AGG $Z,WQ,QOi} POUCY PR� LOC 3 q AuTC�aeo�� unewTV BPG98248 7119/2011 07/'191201 L`OMBWED SINGLE LIMIT s1 Q00 000 A1dYAUTO ( (Ea accidert) Ali �WNED AUTO& BOOILY INJURY �Per person) $ _ _ B�D1LY INJURY (Per eccldent) $ SCHE6ULE0 AUTOS I � PROPER7Y IfAMAGE $ � HtRE� AUfOS �Per acxidw�t) � NON-0WNED AUTC�S $ 3 UMBRELLA LJAB OCCUR EACH OCCURRENCE g EXCESS LIAB _ CIAIMS-MACE AGGREGATE g --' y-- DEDt7Gi76LE � S WORKERS CORtPENSATION WC STATU- OTH- AND EMPLQYERS' LIABILITY �, E N IM _ _ ANY PROPRIETOF2/PARTNERlEXECUTNE � QFFICERA:IEM6ER EXCLUDED? ��A E.L. EAGH ACCIDENT � {Mandatary tn b81J E,L. DISEASE - EA EMPLOYEE $ Kyes, describe un�er - DESCRIPTI4N OF OPERATICNJS be!ow E.L. DlSEASE - POLICY LIMIT g B Professiunal DPS9b'9d61Q 7�1712011 Q7M712Q't $1,QW,OQQ per claim Liabit' S1.�Od 4dQ anni a r. DESCR1PT10N OF�CfPERA'f10NS 1 LOCATIQNS / VEHICLES (Attach ACOFm 101, Add(tional Remufa Sdxdub, if mo�a space is raquiredj Professiortial L.iability coverage is written on a claims-made and repo�ted basis. For proposaf purposes ACORa 25 (20QH109} 1 of 1 #s�s�ssin�szsa�a SHt?llLD ANY OF THE A80VE DESCRIBED PdLtCIES BE CANCELLED BEFpRE THE EXPIRATION DATE THEREOF, NdTlCE Wp.L BE DELtVERED IN ACCQRDANCE YVtTN THE POLICY PROVISlONS. AUiMORIZE� REPRESENTATIVE � ' � �� a _ � (�319$8-2008 ACQRD CdRPQRATIUN. All rights reserved. The RCQRD name and loga are registered marks of ACORD LMS