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2007-03-06-Meeting Agenda
Commission Meeting Agenda Commission Chamber 3/6/2007 2:00 PM INVOCATION: Rev. Charles E. Goodman, Jr., Pastor, Tabernacle Baptist Church PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA. PRESENTATION(S) A. Dr. William A. Bloodworth, President Augusta State University. RE: Present and future plans for ASU. (Requested by Commissioner Don Grantham) Attachments CONSENT AGENDA (Items 1-22) PUBLIC SERVICES 1. Motion to approve a New Application: A. N. 07 - 09: request by Wayne Blackburn for an on premise consumption Liquor, Beer & Wine license to be used in connection with Kokomo Joe's located at 1204 Ellis St. There will be Sunday Sales. District 1. Super District 9. (Approved by Public Services Committee February 26, 2007) Attachments 2. Motion to approve a request by Bo Yun Chang for a retail package Liquor, Beer & Wine license to be used in connection with Bo's Package located at 3001 Peach Orchard Rd. District 6. Super District 10. (Approved by Public Servcies Committee February 26, 2007) Attachments 3. Motion to approve granting a 15' x 15' easement at Big Oak Park, Boy Scout/ Wheeler Rd., to Bell South. (Approved by Fublic Services Committee February 26, 2007) Attachments ADMINISTRATIVE SERVICES 4. Motion to approve an amendment to the mothball ordinance concerning the time period that a house can remain boarded up. (Approved by Commission February 20, 2007 - second reading) Attachments 5. Motion approve retirement of Mr. Paul Anderson under the 1977 Pension Plan. (Approved by Administrative Committee February 26, 2007) Attachments 6. Motion to approve petition to merge the 1998 Pension Plan, the 1977 Pension Plan, the GMEBS Pension Plan, Employees with no pension plan and submit a 180 day notice of cancellation to GEBCorp/Nationwide. (Approved by Administrative Services Committee February 26, 2007) Attachments FINANCE 7. Motion to authorize Tax Commissioner to release county tax liens on the following properties: 098-2-042-00-0; 167-0-080-00-0; 096-1-141-00-0; 154-0-169-00-0; 096-1-197-00-0; 057-4-003-00- 0; and 167-0-150-00-0. (Approved by Finance Committee February 26, 2007) Attachments 8. Motion to approve declaring the furnishings of the motel at Augusta Regional Airport at Bush Field surplus and available for public auction during the first week in May 2007. (Approved by Finance Committee February 26, 2007) Attachments 9. Motion to approve identifying city properties for sale for committee review and authorize Fleet Manager to research for an Attachments auctioneer.(Approved by Finance Committee February 26, 2007) 10. Motion to approve a budget amendment to accept $3,500 in unbudgeted (new) revenues and allocate the funds to specific activities in the department. (Approved by Finance Committee February 26, 2007) Attachments 11. Motion to adopt a resolution regarding the impact of the Public Service Commission's decision concerning franchise fees. (Approved by Finance Committee February 26, 2007) Attachments ENGINEERING SERVICES 12. Motion to authorize execution of an agreement with Parsons Water & Infrastructure, Inc. to provide Construction Manager at Risk Services for the James B. Messerly WPCP 2003 Master Plan Improvements Project Preconstruction Phase in the amount of $395,859.16 subject to receiving a letter from Parsons stating their DBE participation is voluntary. (Approved by Engineering Services Committee February 26, 2007) Attachments 13. Motion to authorize condemnation of a portion of Property # 051- 0-189-00-0 3950 Barrett Street, which is owned by James E. Argyle, Jr. and Martha Raye Argyle, for 500 sq. feet for a temporary construction easement. PW Project: Belair Hills Subdivision Improvement Project. (Approved by Engineering Services Committee February 26, 2007) Attachments 14. Motion to authorize condemnation of a portion of Property # 012- 0-019-03-0 Banking Center on Center West Parkway, which is owned by Augusta-Richmond Real Estate Holding Company, for 653.93 sq. ft. of Right-of-Way in fee and 1,170.55 sq. ft. of Temporary Construction Easement. PW Project: Washington Road Intersection Improvements Project. (Approved by Engineering Services Committee February 26, 2007) Attachments 15. Motion to authorize condemnation of a portion of property #230- 0-005-07-0 Youngblood Drive, which is owned by Jerry W. Miles and Sharon G. Miles, for 32,851 sq. ft. of right of way in fee and 2,383 sq. ft. for temporary construction easement. PW Project: Youngblood Drive Project.(Approved by Engineering Services Committee February 26, 2007) Attachments 16. Motion to authorize condemnation of a portion of Property #230- 0-005-08-0 2030 Youngblood Drive, which is owned by Will C. and Stephanie L. Duncan, for 2,778 sq. ft. of Right-of-Way in Fee, 298 sq.ft. of Temporary Construction Easement and 589 sq.ft. of Temporary Driveway Easement. PW Project: Youngblood Drive Project. (Approved by Engineering Services Committee February 26, 2007) Attachments 17. Motion to authorize condemnation of a portion of Property #051- 0-188-00-0 3952 Barrett Street, Augusta, Georgia, which is owned by James E. Argyle, Sr., for 584 sq. ft. of permanent drainage utility & maintenance easement and 692 sq. ft. of temporary construction easement. PW Belair Hills Subdivision Improvement Project. (Approved by Engineering Services Committee February 26, 2007) Attachments 18. Motion to approve an Option for Right-of-Way between Pioneers, Incorporated, as owner and Augusta, Georgia as optionee, in connection with the Belair Hills Subdivision Improvement project, for property located at 1721 Lincoln Avenue (051-0-073-00-0), Lincoln Avenue (051-0-074-00-0), 1714 Orange Avenue (051-0- 075-00-0), Orange Avenue (051-0-185-01-0), 3959 Barrett Street (051-0-228-00-0), 3961 Carolyn Street (051-0-250-00-0), 3943 Carolyn Street (051-0-259-00-0), 3913 Bolton Street (052-0-094- 00-0), 3915 Bolton Street (051-0-095-00-0), Ruth Street (065-0- 015-00-0), 3908 Ruth Street (065-0-016-00-0),3909 Murray Street (065-0-027-00-0), Padrick Street (065-0-053-02-0), Flagler Road (065-0-062-00-0), for a purchase price of $22,541.00. Said subject property consisting of 7,781 sq. ft. in fee, more or less, and 32,576 sq. ft., more or less, of permanent drainage, utility and maintenance easement, and 44, 429 sq. ft., more or less, of temporary construction easement. (Approved by Engineering Attachments Services Committee February 26, 2007) PETITIONS AND COMMUNICATIONS 19. Motion to approve the minutes of the regular meeting of the Augusta Commission held February 20, 2007. Attachments APPOINTMENT(S) 20. Motion to approve the appointment of William C. Lockett to the Board of Tax Assessors to filled the unexpired term of Gloria Frazier ending 4/24/07 and for a new four-year term ending 4/24/11 representing Super District District 9. Attachments 21. Motion to approve the appointment of Freddie Sanders to the ARC Coliseum Authority representing District 8. Attachments 22. Motion to approve the following appointments from the ARC Legislative Delegation: Richmond County Sheriff's Merit Board, J.R. Riles, Carey Martin, Garney C. Browing; Riverfront Development Review Board, Melvin Ford, Pete May; ARC Personnel Board, Dr. Willie Mazyck, Latiza Gardner; General Aviation, Humphrey Peterson, David Fields; ARC Coliseum Authority, Jack Usry, William Fennoy, Booker T. Robinson, Adrian Arnold; Canal Authority, Turner Simkins, Jeannie C. Allen; Augusta Ports Authority, Frank Carl, Lawrence Washington; ARC Historic Preservation, Brittany Patrick, Lara Plocha; ARC Human Relations Commission, Dr. Thomas Clark, Ronnie Few; Augusta Aviation Commission, Cedric Johnson, Karlton Howard; ARC Planning Commission, Ashby Krouse,III, Y. N. Myers, Jr.; ARC Board of Zoning Appeals, Chris Booker, Harvey Johnson; ARC Tree Commission, Diane Sprague, Ruth Jones; ARC Animal Control Board, Darry Brown, Jerry Maccario; ARC Citizens' Small Business Advisory Board, Harold Pettiway, Robert L. Lowry; ARC Board of Tax Assessors, Bryan Simpkins, Robert O'Neal; ARC Library Board, Audrey Thomas. Attachments ****END CONSENT AGENDA**** AUGUSTA COMMISSION 3/6/2007 AUGUSTA COMMISSION REGULAR AGENDA 3/6/2007 (Items 23-31) PUBLIC SERVICES 23. Motion to approve a New Ownership Application: A. N. 07 - 07 request by Scott Allen for an on premise consumption Beer license to be used in connection with Forest Hills Golf Club located at 1500 Comfort Rd. There will be Sunday Sales. District 3. Super District 10. (No recommendation from Public Services Committee February 26, 2007) Attachments 24. Discuss a methodology to increase city buses during peak ridership periods. (Requested by Commissioner Marion Williams) Attachments PUBLIC SAFETY 25. Motion to approve acquisition of Digital Orthophotography through contract with Kucera International. (No recommendation from Public Safety Committee February 26, 2007) Attachments PETITIONS AND COMMUNICATIONS 26. Motion to approve a Resolution to allow CSRA RDC to continue to operate and administer the Coordinated Transportation System for the year 2007-2008. Attachments APPOINTMENT(S) 27. Consider the recommendations of the CSRA Economic Attachments Upcoming Meetings www.augustaga.gov Opportunity Authority, Inc. to reappoint the following for a four- year term on the Authority: Marion Barnes, Chairperson, Imogene Ford, V-Chair, Sara Leiden and Archie Shepherd and receive a report from the organization relating to their goals and objectives for 2006 and 2007. (Deferred from the February 6, 2007 meeting) ATTORNEY 28. Motion to approve a Resolution in support of three year terms for the next two commission elections so as to schedule future commission elections and the election of the Civil Court Marshal on the dates of the presidential and gubernatorial elections. Attachments OTHER BUSINESS 29. Motion to ratify the authorization letter dated February 21, 2007 regarding the closing and sale of the "pension property" to Watermark project developer, The Foxfield Company, and committed to partner with the developer in a reasonable amount in sharing the clean-up costs. Attachments 30. Update from the Administrator on the race track. (Requested by Commissioner Williams - deferred from the February 20, 2007 meeting) Attachments LEGAL MEETING A. Pending and Potential Litigation. B. Real Estate. C. Personnel. 31. Motion to authorize execution by the Mayor of the affidavit of compliance with Georgia's Open Meeting Act. Commission Meeting Agenda 3/6/2007 2:00 PM Invocation Department:Clerk of Commission Caption:Rev. Charles E. Goodman, Jr., Pastor, Tabernacle Baptist Church Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Augusta State University Department: Caption:Dr. William A. Bloodworth, President Augusta State University. RE: Present and future plans for ASU. (Requested by Commissioner Don Grantham) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Alcohol License Application Department:License & Inspections Caption:Motion to approve a New Ownership Application: A. N. 07 - 07 request by Scott Allen for an on premise consumption Beer license to be used in connection with Forest Hills Golf Club located at 1500 Comfort Rd. There will be Sunday Sales. District 3. Super District 10. (No recommendation from Public Services Committee February 26, 2007) Background:This is a new ownership application. Formerly in the name of Betty Tharpe. Analysis:The applicant meets the requirements of the Augusta Richmond County Alcohol Ordinance. Financial Impact:The applicant will pay a fee of $1815.00. Alternatives: Recommendation:License & Inspections recommends approval. The RCSD recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Alcohol License Application Department:License & Inspections Caption:Motion to approve a New Application: A. N. 07 - 09: request by Wayne Blackburn for an on premise consumption Liquor, Beer & Wine license to be used in connection with Kokomo Joe's located at 1204 Ellis St. There will be Sunday Sales. District 1. Super District 9. (Approved by Public Services Committee February 26, 2007) Background:This is a new application and location. Analysis:The applicant meets the requirements of the Augusta Richmond County Alcohol Ordinance. Financial Impact:The applicant will pay a fee of $ 5170.00. Alternatives: Recommendation:License & Inspections recommends approval. The RCSD recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Alcohol License Application Department:License & Inspections Caption:Motion to approve a request by Bo Yun Chang for a retail package Liquor, Beer & Wine license to be used in connection with Bo's Package located at 3001 Peach Orchard Rd. District 6. Super District 10. (Approved by Public Servcies Committee February 26, 2007) Background:This is a new ownership application. Formerly in the name of Janet Deritis Analysis:The applicant meets the requirements of the Augusta Richmond County Alcohol Ordinance. Financial Impact:The applicant will pay a fee of $3025.00. Alternatives: Recommendation:License & Inspections recommends approval. The RCSD recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Easement - Big Oak Park Department:Recreation and Parks Tom F. Beck, Jr. Director Caption:Motion to approve granting a 15' x 15' easement at Big Oak Park, Boy Scout/ Wheeler Rd., to Bell South. (Approved by Fublic Services Committee February 26, 2007) Background:Bell South is in the process of updating infrastructure in the Boy Scout/ Wheeler Rd. area. They have requested an easement for the purpose of installing a new equipment pedestal. The area they have requested is @15' x 15', and would be on the corner of Wheeler Rd. and Boy Scout Rd., in an undeveloped area away from active recreation facilities in the park. The location requested would not have any negative impact on the park property, and would not impact any future plans for the park. The area will be landscaped. A site map showing the location of the pedestal is attached. Analysis:To accomadate Bell South's efforts to improve services in the area, the installation of the pedestal is being recommended by staff. Financial Impact:Bell South has agreed to pay $4,200.00 to the City of Augusta for the easement. Alternatives:1. To deny, which would delay infrastructure improvements for Bell South in the area. 2. To approve. Recommendation:#2 - to approve Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Transit Department Reorganization Department:Clerk of Commission Caption:Discuss a methodology to increase city buses during peak ridership periods. (Requested by Commissioner Marion Williams) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Burned Out Structures Department:Clerk of Commission Caption:Motion to approve an amendment to the mothball ordinance concerning the time period that a house can remain boarded up. (Approved by Commission February 20, 2007 - second reading) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Petition for Retirement of Mr. Paul Anderson Department:Human Resources Caption:Motion approve retirement of Mr. Paul Anderson under the 1977 Pension Plan. (Approved by Administrative Committee February 26, 2007) Background:Normal retirement under the 1977 Pension Plan is the first day of the month following his/her 65th birthday or attaining 62 yrs. of age and completing 25 years of credited service. The monthly benefit is 1% of the participants average earnings multiplied by his/ her years of credited service. Analysis:Mr. Paul Anderson (age 65) is currently a Truck Driver with Public Services Department. Mr. Anderson was hired on November 28, 1995; he joined the 1977 Pension Plan on November 28, 1995. Mr. Anderson meets the requirements for a normal retirement under the 1977 Pension Plan. His proposed retirement date is March 1, 2007. The normal retirement benefit payable to Mr. Anderson is $170 per month (75% Joint & Survivor). Financial Impact:Funds are available in the 1977 Pension Plan. Employee has contributed 4% of his salary towards retirement since November 28, 1995. Alternatives:Do not approve the retirement of Mr. Paul Anderson under the 1977 Pension Plan. Recommendation:Approve the retirement of Mr. Paul Anderson under the 1977 Pension Plan. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Petition to Merge the 1998 Pension Plan, the 1977 Pension Plan, the GMEBS Pension Plan, Employees with no pension plan and submit a 180 day notice of cancellation to GEBCorp/Nationwide. Department:Human Resources Caption:Motion to approve petition to merge the 1998 Pension Plan, the 1977 Pension Plan, the GMEBS Pension Plan, Employees with no pension plan and submit a 180 day notice of cancellation to GEBCorp/Nationwide. (Approved by Administrative Services Committee February 26, 2007) Background:In May of 2006 a Pension Plan Study Committee was assembled to review the 1998 Pension Plan, the 1977 Pension Plan and the GMEBS Pension Plan. On July 18th 2006, the Augusta Commission approved that an Actuarial study be performed by GMEBS (Georgia Municipal Employees Benefit System) to explore the financial feasibility of merging the three plans as well as allow employees with no current pension plan to join the new merged plan. Analysis:There has been much concern about the Pension Plans offered by Augusta, in particular, three (3) of the plans have been discussed and targeted for improvement. A spreadsheet has been attached which highlights the plan features of three (3) plans to be merged. The spreadsheet also includes the plan features of the newly merged plan which is to be administered by GMEBS. Members of the 1998 Pension Plan and the 1977 Pension Plan will have the option not to join the new plan. Employees in the GMEBS Pension Plan and Employees with no pension plan will have no option and as a result will be added to the new GMEBS Pension Plan. At retirement employees who are currently in the GMEBS plan will have their benefits calculated at the current formula and the new formula with the option to receive the higher benefit amount. The proposed implementation date of the new plan will be January 1, 2008. Year one, the employee contribution will be 4% with a benefit formula of 1.4. Year two, the employee contribution will be increased to 6% and the benefit formula will remain at 1.4%. Year three, the employee contribution will remain 6% and the benefit will be increased to 1.65%. There will be an option to raise the employee contribution to a maximum of 7.5% in the future to help offset future cost to Augusta. Financial Impact:In 2006 Augusta spent $2,307,867 to fund the 1998 Pension Plan, the 1977 Pension Plan and the GMEBS Pension Plan. The proposed cost of the newly merged pension cost for the current year would be $2,100,000, a savings of $207,867 the first year. Alternatives:Do not approve petition to Merge the 1998 Pension Plan, the 1977 Pension Plan, the GMEBS Pension Plan, Employees with no pension plan and submit a 180 day notice of cancellation to GEBCorp/Nationwide. Recommendation:Approve petition to Merge the 1998 Pension Plan, the 1977 Pension Plan, the GMEBS Pension Plan, Employees with no pension plan and submit a 180 day notice of cancellation to GEBCorp/Nationwide. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM 2007 Digital Orthophotography Department:Information Technology Caption:Motion to approve acquisition of Digital Orthophotography through contract with Kucera International. (No recommendation from Public Safety Committee February 26, 2007) Background:Digital Orthophotographs (orthophotos) are computerized images of aerial photographs that are aligned with the city's Geographic Information System (GIS) maps so that map layers such as roads, buildings, and water lines can be seen on top of the photos. These photos are most easily visible on Augusta's Maps Online web site. The orthophotos that Augusta employees and the public see on Maps Online were flown in 2002, and growth in the city has made them obsolete. Orthophotos are of great use to Utilities, Public Works, Planning and Zoning, the Tax Assessor, and several other city departments. Analysis:In the summer and fall of 2006 , IT worked with the Procurement Department through an RFP process to select a vendor for this project. This process resulted in the selection of Kucera International as the vendor of choice in December 2006. Kucera's response to the RFP was by far the most highly-rated by the selection committee, their technology solutions were outstanding, and their references were excellent. In addition to the actual orthophotos, we will also be gathering LIDAR (Light Direction and Ranging data which helps create accurate contour elevations and building heights), building footprints, tower locations, impervious surfaces, edge-of-pavement and two-foot contours (which are suitable for engineering-level work) as part of this project. Financial Impact: This project will cost approximately $300,000 and will paid for through a combination of SPLOST funds, Federal Grant money, and a contribution from the Augusta Utilities Department. Alternatives:None. Our existing orthophotos are outdated and do not accurately reflect the current geography and infrastructure of the city. New orthophotos are the only way to resolve this situation. Recommendation:Approve Acquisition of Digital Orthophotography through contract with Kucera International Funds are Available in the Following Accounts: 1) SPLOST: $135,000 from SPLOST V funds pending legal opinion of City Attorney regarding ability of Commission to approve expenditure of these SPLOST funds in 2008. If this cannot be done then IT will work with Finance and the Administrator's Office to fund the project through capital funds. The vendor has also pledged cooperation in working with the SPLOST process. 2) US Geological Survey: $40,000 ($20,000 each in two separate grant awards 06ERAG0072 and 07ERAG005). 3) Augusta Utilities Department: $125,000 (GL 511043420-5425210/JL 80399999-5425210) REVIEWED AND APPROVED BY: Procurement. Disadvantaged Business Enterprise. Information Technology. Finance. Administrator. Clerk of Commission 1 C O N T R A C T A G R E E M E N T KUCERA INTERNATIONAL INCORPORATED AERIAL PHOTOGRAPHY - DIGITAL PHOTOGRAMMETRY - GIS SERVICES MAIN OFFICE: 38133 Western Parkway Willoughby, Ohio 44094 (440) 975-4230 BRANCH OFFICES: 300 South Jackson Street Denver, Colorado 80290 (303) 456-1820 3889 Grove City Road Grove City, Ohio 43123 (614) 539-3925 2215 South Florida Ave. Lakeland, Florida 33803 (941) 686-8640 1121 Boyce Road, #3100 Pittsburgh, Pennsylvania 15241 (724) 942-2881 This Agreement is made this ___ day of ___________, 2007, between Augusta, GA, a political subdivision of the State of Georgia, with its place of business at 530 Greene St, Augusta, GA 30911, hereinafter referred to as the “City,” and Kucera International Inc., an Ohio corporation, 38133 Western Parkway, Willoughby, OH 44094, hereinafter referred to as the “Consultant.” WHEREAS, the Consultant desires to render those services as described in Section 1: Scope of Services; NOW, THEREFORE, the City and the Consultant in consideration of the mutual covenants contained herein agree as follows: SECTION 1: SCOPE OF SERVICES The Consultant will provide the City aerial mapping services which will primarily consist of new (winter 2007) color aerial photography, aerial lidar surveying, ground and airborne control surveying, film scanning, aerotriangulation, digital elevation and terrain model (DEM/DTM) production, digital planimetric and 2’ contour topographic feature mapping and color digital orthophotography at 1”=200’ scale, 0.5’ pixel resolution covering the City. The orthophotography will be furnished in 4000’ x 6000’ NAD83 GA state plane coordinate grid defined tiles covering the entire City and beyond as needed to achieve full tile coverage. The City’s Specifications and Kucera’s Work Plan for this project are attached as Exhibits A and B, respectively. The work shall be accomplished in full accordance with mapping standards of the State of Georgia as applicable. SECTION 2: DEFINITION OF TERMS A. Contract Officer - shall refer to the duly designated City official charged with general administration and coordination of matters related to this agreement on behalf of the City. 2 B. Project Coordinator(s) - shall refer to the City’s or Contract Officer’s designated person or persons responsible for coordinating all aspects of work to be performed with the Consultant’s assigned Project Manager. Such coordination shall include, but not be limited to, the review and acceptance of any hardcopy and computer digital file samples submitted by the Consultant. C. Project Manager - shall refer to the person assigned by the Consultant to oversee the Consultant’s work, coordinate with the City, and periodically report the status of the work to the Contract Officer or the City’s Project Coordinator. D. Project Area – shall refer to the land area covered by the Consultants’ aerial survey/mapping services for this Agreement, i.e. the City and designated buffer zone or any portion thereof designated by the City. E. Work/Deliverables - shall refer to all photography, LiDAR DEM data, color digital orthophotography, documents, services, and byproducts of such services of whatever kind and nature purchased by the City under this agreement and as described herein. F. Delivery - shall mean the receipt in good order and condition, by the City Contract Officer or Project Coordinator(s), of all deliverables purchased by City from Consultant under this agreement. G. Acceptance - shall refer to the City’s written or verbal acknowledgment of its approval in adequacy, accuracy, and quality of deliverables submitted by Consultant, following the City’s successful review of deliverables. H. Airborne GPS/IMU – the technology and process used to accurately georeference each exposure of the aerial photography by measuring the exposure center xyz coordinate and orientation. I. LiDAR – aerial laser scanning technology used to measure coordinates and elevations of points blanketing the ground and other feature surfaces, such as structures and treetops. J. Film Scanning – the process and technology used to convert imagery on aerial film to digital form with high resolution and geometric accuracy preserved. K. Aerotriangulation – the process and technology used to check and finalize the georeferencing of the aerial photo imagery while maintaining specific horizontal and vertical accuracy tolerances. L. DEM – Digital Elevation Model - a series of points representing the terrain surface and initially collected from aerial photography, LiDAR, radar, and/or other terrain measuring/sensing systems. The points are referenced to a common horizontal and vertical datum and have various patterns of placement/spacing, such as 3 randomly spaced, regular-grid, or varying grid. The term "DEM" also typically implies a degree of data processing/refinement less rigorous than a digital terrain model (DTM) and used primarily for applications with lower dependence on terrain elevation accuracy, such as ortho image rectification and generalized surface modeling. M. Digital Orthophotography – digital aerial imagery which through a pixel-based differential rectification process has image displacements caused by camera tip/tilt and terrain relief removed and which has a uniform scale and degree of horizontal accuracy. N. Planimetric/Topographic Mapping – Vector CAD/GIS representation of various land features and elevation/relief interpreted/compiled from aerial photo imagery and/or aerial terrain sensing systems. SECTION 3: RESPONSIBILITIES OF THE CITY A. The City shall assign a Project Coordinator(s) with the authority to review and approve materials and deliverables submitted by the Consultant to act as liaison between the City and Consultant. B. The City shall within ninety (90) days of receipt review any samples or deliverables and approve or comment on same. C. The City shall within thirty (30) working days after written notice is received from Consultant answer or address any unforeseen questions that may arise during the course of the work to be performed by Consultant. D. The City shall provide specification-identified source materials to the consultant required to complete the project work and apprise the Consultant of other available source materials which may aid in the performance and check of the work. E The City at its reasonable expense shall pay for the shipment of any materials to the Consultant. SECTION 4: RESPONSIBILITIES OF THE CONSULTANT A. The Consultant agrees to perform in a professional manner all of the services outlined in Section 1: Scope of Services and as further described in Exhibits A and B. B. The Consultant agrees that no changes shall be made in the services outlined in Section 1: Scope of Services and/or Exhibits A and B without the express written prior consent and agreement of the City and the Consultant. 4 C. The Consultant shall be fully responsible for the technical adequacy and accuracy of the work. The City shall not be responsible for the technical adequacy and accuracy of the Consultant’s work. No action by the City in its review, approval and/or acceptance or by any payment made hereunder shall be construed as a waiver of the technical adequacy and accuracy of the Consultant’s work. D. The Consultant shall assign to the work a Project Manager whose duties will be to oversee and coordinate the work with the City’s Project Coordinator(s) and make regular status reports to the City. E. The Consultant shall pay for the shipment of all deliverables to the City. F. The Consultant shall begin to perform the services upon receipt of a notice to proceed signed by the Contract Officer or his designee and shall complete such work as outlined in Section 5: Time of Completion. G. The Consultant will retain a backup copy of all significant interim and final data produced for the contract, e.g., aerial film, LiDAR DEM, digital orthophoto imagery, etc. H. The Consultant shall, within fifteen (15) days of the execution of this contract, procure a Performance Bond equal to the total cost of all services, software, and hardware related to this project and provided by the Consultant to the City. SECTION 5: TIME OF COMPLETION The Consultant agrees to complete the project work phases according to the following schedule: Complete By Aerial Photography and Aerial LiDAR Survey 03/15/07 Aerotriangulation and Pilot Project 09/30/07 Digital Orthophotography 1/31/08 Planimetric/Topographic Feature Mapping 5/30/08 Consultant agrees to exercise reasonable care and diligence in anticipating potential problems and delays. Such care shall include anticipating and making provision for loss of critical employees, normal failure of equipment, and other such schedule- disrupting occurrences normally experienced and reasonably capable of being anticipated. Extensions of time may be granted by the City upon written request of the Consultant, provided such requests are made prior to the expiration of this Agreement, do not involve acts of failure by Consultant to exercise reasonable care and diligence as noted above, and are based on documented evidence of need under one of the following criteria: 5 1. Any required aerial photo reflights which may be necessary and cannot be completed during the calendar year in which the Project Area work is authorized; 2. Delays by City in providing Consultant with notices to proceed, or delays in City's inspection and testing of Consultant's work; or 3. Acts of nature or other circumstances beyond the control of the Consultant which are not due to its negligence or that of its subcontractors, employees, agents or assigns, but which affect the Consultant's ability to perform. The Consultant understands the City’s desire to have the project work completed at the earliest possible opportunity and is obligated to this goal. However, any failure to complete the Scope of Work by the designated due dates which arises from causes beyond the control and without the fault or negligence of the Consultant shall be deemed a reasonable extension of time and shall not result in a reduction of total compensation to the Consultant. SECTION 6: PROGRESS REPORTS Following the first day of execution of this agreement, the Consultant shall submit reports of progress at least monthly which describe work completed up to the date of such report. SECTION 7: DELIVERY OF WORK/DELIVERABLES Consultant shall certify in writing to the City when the work or any portion thereof has been completed and products of such work have been delivered to the City for inspection. SECTION 8: INDEPENDENT CONTRACTOR STATUS The status of the Consultant under this Agreement with respect to the services to be performed by the Consultant hereunder shall be that of independent contractor. Further, nothing herein shall be construed to create an employer/employee relationship between the City and the Consultant or any other subconsultant hired by the Consultant. SECTION 9: COVENANT AGAINST CONTINGENT FEES The Consultant warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the Consultant to solicit or secure this agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this agreement. For breach of violation 6 of this warranty, the City shall have the right to annul this agreement without liability, or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. SECTION 10: INSURANCE Consultant shall take out and maintain during the life of this agreement such public liability and property damage insurance as shall protect Consultant, its subcontractors, and the City from claims for damages for personal injury, including accidental death, as well as for claims for property damage, which might arise from operations under this Agreement, whether such operations be by Consultant or its subcontractor, or by anyone directly or indirectly employed by either of them. Consultant shall also take out and maintain for the term of this agreement the following coverages: $2 million general aggregate general liability; $1 million combined single limit automobile liability; $3 million aircraft insurance; $5 million excess liability; statutory workers' compensation liability; and professional liability in the amount of not less than $1 million. The City, its elected officials and employees are to be named as additional insureds. All insurance coverages required in this agreement shall be maintained in force for one (1) year after final payment of purchases made thereunder. The Consultant shall provide the City with certificates of insurance on all policies required under this agreement within ten (10) days of execution of this agreement and prior to the start of work. All insurance policies shall be issued by responsible companies who are acceptable to the City. The Consultant shall not cause any insurance to be canceled nor permit any insurance to lapse. All insurance policies shall contain a clause to the effect that the policy will not be canceled, reduced, restricted, or limited until thirty (30) days after the City has been notified in writing by registered or certified mail, return receipt requested. Certificates of insurance shall contain transcript from the proper office of the insurer, the location, the operations to which the insurance applies, the expiration date, and the above-mentioned City notification clause. Consultant shall indemnify and hold City harmless from any damages, cost, claims or expenses which may arise as a result of any failure on the part of the Consultant to provide accurate and/or complete data and information to the City as outlined and required by the terms and conditions of this agreement except as may be defined in Section 9: Warranty. SECTION 11: WARRANTY The Consultant, by signing this agreement, acknowledges full understanding of the extent and character of the work required and the conditions surrounding the 7 performance thereof. The City will not be responsible for any alleged misunderstanding of conditions surrounding the performance thereof. It is understood that the execution of this agreement by the Consultant serves as its stated commitment to fulfill all the conditions referred to in this agreement. Consultant warrants that the work performed and deliverables provided under this agreement shall conform to the City’s specifications and will support the production of digital orthophotography and planimetric mapping at 1”=200’ scale meeting ASPRS Class 1 horizontal accuracy standards as applicable (i.e., root mean square displacement error) within 2’ for ground-based locations determined from the imagery in relation to their “true” [accurately surveyed] position) and 2’ contour topographic mapping meeting ASPRS Class 2 vertical accuracy standards (1.3’ RMSE).. The work shall be of the highest quality, and shall be within the tolerances allowed by the above- cited references. If the Consultant is notified in writing by City of a discrepancy, deficiency, inaccuracy, or fault in the work, within thirty (30) days of such notice the Consultant shall re-perform such portions of the work necessary to correct the fault. If the fault requires a repeat of the aerial flyover of the project area, the repeat flyover will be performed at the first available opportunity at a time of the year mutually agreed upon with and approved by the City. All rework shall be made at no additional cost to the City. The warranty will apply indefinitely for major errors/defects found in Consultants’ mapping and for one year from the time of final delivery for cosmetic/minor revisions and replacement of lost data files previously documented to be delivered. The Consultant shall not be liable for secondary, incidental or consequential damages of any nature resulting from any work performed under this agreement. SECTION 12: INSPECTION AND CORRECTION The Consultant shall correct any major defects/errors in the work found following the City’s review period, and shall make accessible to the City whatever information, data, materials and processes the City deems reasonably necessary to evaluate and confirm the accuracy and quality of Consultant’s work. The Consultant shall not be liable for any expense of the City’s review or inspection processes. The City shall promptly following its inspection notify the Consultant of the nature of any work deemed non-acceptable. Upon such notification Consultant shall within sixty (60) days replace, modify or adjust its work to meet specifications, at its expense. Work shall be considered acceptable if indicated as such in the absence of other notification. SECTION 13: ACCEPTANCE The City shall give written notice of its acceptance or non-acceptance of work to Consultant within thirty (30) working days of the 90-day review period. If no such notice is given to the Consultant, the work shall be deemed accepted by the City. 8 SECTION 14: USE OF PROJECT DATA A. The Consultant hereby understands and acknowledges that any and all information gathered, generated and delivered to the City as outlined in the Scope of Services is for the exclusive use and benefit of the City, and shall be the sole property of the City, and that such information shall not be disseminated by the Consultant without the express written consent of the City. B. All information, data, designs, plans, drawings, maps, photographs, specifications or other work furnished to or developed for the City by the Consultant, its employees, agents, or assigns, pursuant to this agreement, shall be the sole property of the City, and all rights therein are reserved by the City. The Consultant, its assigns, employees, or agents shall not provide any imagery or map data developed under this agreement to any party other than the City without the City’s consent. C. During the course of the work, the Consultant, upon the express written consent of the City, may fill requests by non-City agents, business entities or individuals for photography or orthophotography not part of this agreement or not as yet delivered to the City. Should this occur, the Consultant shall charge a reasonable fee for its service and at the City’s option will credit the City an agreed upon percentage of such fees. D. Upon the completion of the work, the City may at its option enter into a contract with the Consultant to supply products and services which the City may not be equipped to furnish to non-City agencies or individuals. The Consultant will furnish a list of products and services over and above those furnished to the City along with fees for such products and services, and the City may direct the Consultant to charge such fees for them as the City deems appropriate. E. The Consultant hereby agrees to maintain one copy of all information gathered, generated and delivered to the City within its office in digital computer file form to serve as a backup to the data furnished to the City. Should the City suffer the loss of any of its data the Consultant agrees to replace same from its files for a period of ten years. A fee not to exceed the cost of media plus the hourly rate for a qualified employee to provide the data may be charged for this service. F. The City shall be entitled to rely on the technical accuracy of the data furnished by the Consultant with the understanding that the Consultant is not responsible for alternations made to and/or improper interpretation/use of the data by the City, e.g., enlargement beyond the specified map scale scales and associated accuracies. G. The Consultant acknowledges that this Agreement and certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.). Consultant shall cooperate fully in responding to such requests and shall make all records, not exempt, available for inspection and copying as required by law. Consultant shall clearly mark any information provided to City which Consultant contends is Proprietary Information. Consultant shall notify City immediately of any 9 Open Records request arising out of this contract and shall provide to City a copy of any response to the same. SECTION 15: COPYRIGHTS AND DISCLAIMERS A. Copyright and title to all final deliverable products (e.g., aerial imagery, digital orthophotography) shall pass from the Consultant to the City upon the City’s payment for the deliverables. B. Use by a third party of the project aerial photography and associated digital imagery while in the Consultant’s processing shall require advance approval from the City. C. If the project data is to be made available by the City for use by outside entities, the City and Consultant shall prior to entering an agreement with said outside entity prepare a statement/disclaimer as to its proper use/interpretation for the protection of both the City and the Consultant. SECTION 16: COMPENSATION FOR CONSULTANT’S SERVICES In consideration for the services performed hereunder, Consultant shall be paid the following by project phase. 1. Control surveying/targeting $ 11,800 2. Digital aerial photography 22,600 3. Aerial lidar survey and 2’ contour grade DEM 49,650 4. Aerotriangulation 5,400 5. Orthophoto mapping 28,510 6. DTM and 2’ contour topo mapping 117,600 7. Building footprint update mapping 11,300 8. Building heights mapping 9,500 9. Towers mapping 1,000 10. Impervious surface/pavement edge mapping 38,650 11. Performance bond 3,600 $299,610 Total payment of City to Consultant shall not exceed $299,610, except as provided below for other Options/Alternatives. 10 Options/Alternatives the City may have the Consultant perform and associated costs are as follows (City reserves the right to increase the scope of this project pending availability of funding for items 12 & 13 or others discussed by the parties in the course of the project): 12. Hydrographic feature mapping $9,500 13. Added cost for duplicate color IR orthophotography 7,500 The fees listed above include all ancillary services/products required for each cost item as defined in Exhibits A and B. The fees are based on the contract work being performed in conjunction with similar services for Orangeburg and Aiken Counties, South Carolina. SECTION 17: INVOICING The Consultant’s invoices shall be submitted over the course of the contract and reflect work completed and delivered and/or documented by percentage of project phases as indicated in Section 16 (Compensation) of the Contract Agreement. The City agrees to review and process/pay the Consultant’s invoice within thirty (30) days of receipt. If an invoice is validly disputed by the City or otherwise found to be in error, the invoice will be voided out and a new invoice submitted at the agreed amount with a new thirty (30) day payment period. SECTION 18: PRICE PROTECTION The fees quoted for work contracted for by the City as part of this agreement, or quoted by Contractor for additional services during the course of this agreement shall be applicable until December 31, 2008. Should the City defer any portion of the work beyond this date, the fee for such work deferred will be adjusted by the consumer Price Index (CPI) for the prior year or other mutually agreed upon factor. SECTION 19: COMPLIANCE WITH THE LAW A. The Consultant shall not discriminate by any reason of age, color, handicap, national origin, race, religion or sex which is unrelated to the duties or position of applicants for employment by the Consultant. B. The Consultant shall at all times observe and comply with all statutes, ordinances, rules and regulations of federal, state and local governments in effect at the execution of this agreement. SECTION 20: TERMINATION 11 This agreement shall terminate upon the City’s acceptance of and payment for all authorized deliverables and services. The Consultant will retain a backup copy of all final and significant interim data deliverables for the contract, e.g., aerial film, LiDAR DEM and digital orthophoto imagery. The City may terminate this agreement with 60 days written notice to the Consultant for reasons unrelated to the Consultant’s performance (e.g., lack of adequate funding for continuation). In the event of such termination, the City shall be liable for the payment of all work properly performed prior to the effective date of termination, including all portions of work which were partially completed. If for any cause the Consultant shall default in the performance of this Agreement or any part thereof and has failed to cure such default within sixty (60) days after receipt of written notice sent by certified mail, return receipt requested, specifying such default, the City may terminate this agreement at its option and sue the Consultant based upon a failure of the Consultant to adhere to this Agreement. SECTION 21: AMENDMENTS; ENTIRE AGREEMENT No amendment to this agreement shall be effective unless it is in writing and signed by duly authorized representatives of each party hereto. SECTION 22: SEVERABILITY This document and attachments represent the full and final agreement between the Consultant and the City. If any provisions of the Agreement are deemed void or unenforceable, all other provisions will remain in effect. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. All claims, disputes and other matters in question between the City and the Vendor arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Vendor, by executing this Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia and waives any right to contest jurisdiction and venue in said Court. SECTION 23: NOTICES All notices required hereunder shall be given in writing to the following addresses or such other addresses as the parties may designate by written notice: To the City: Tameka Allen, IT Director 530 Greene Street, A-101 Augusta, GA 30911 T: 706.821.2522 F: 706.821.2530 12 Copies to: Fred Russell, City Administrator 530 Greene Street, Room 801 Augusta, GA 30911 T: 706.821.2400 To the Consultant: John Antalovich, JR, PE, President 38133 Western Parkway Willoughby, OH 44094 13 IN WITNESS WHEREOF, the parties have executed this agreement on the date hereinabove first written. AUGUSTA, GA KUCERA INTERNATIONAL INC. By: ______________________________ By: _______________________ Deke Copenhaver, Mayor John Antalovich, Jr., PE President Attest: ____________________________ Clerk of Commission 14 Exhibit A Augusta Specifications Augusta’s original specifications are found as Request for Proposal (RFP) # 06-175 Regional Color Orthophotography & Photogrammetric Services for Information Technology. These specifications and the responses provided by the Consultant for the Bid Opening of 11/3/2006 are to be considered the County’s Specifications for this project. Items in this agreement that supersede the specifications, and any other items that are not in the specifications but that have been agreed upon, in writing, with the mutual consent of both the Consultant and the City shall be considered to have precedence over RFP #06-175 and the Consultant’s response. The original specifications as detailed in RFP 06-175 are found below: ID Requirement Vendor Response 1.0 GENERAL TECHNOLOGY CONTRACT REQUIREMENTS 1.1 Performance Bond 1.1 Prior to the making of any contract with Augusta, vendor shall agree to obtain a performance bond in the amount of the services provided to Augusta in the execution of the project. For example, if the vendor solution (including all services and deliverable products) is $150,000, then the vendor shall obtain the bond in the amount of $150,000. 1.2 Conformance to Specifications 1.2 All work to be performed shall be in compliance with ASPRS Standards. Any modifications to the specifications or other terms of the agreement entered into between ARC IT-GIS and the Contractor shall be permitted only upon written justification, stating justification for the modifications and written approval by ARC IT-GIS. 1.3 Map Index 1.3 Vendor shall be expected to provide deliverables for the overall project area as seen in the map in Appendix A. Detailed tile maps of each participating county are included in Appendices C, D, and E. 1.4 Datum 1.4 All digital mapping data is to be referenced to the NAD83/2001 North American Datum, Georgia State Plane Coordinate System in feet and South Carolina State Plane NAD83 International Foot, Zone 3900. 1.5 Planimetric Layer Requirements 1.5 Please see Appendix B for a list of the planimetric layers and their scales that will be required as part of this project. Vendor shall be prepared to provide the layers in Appendix B according to the stipulations found in Section 15 of these System Requirements. ID Requirement Vendor Response 2. AERIAL PHOTOGRAPHY 15 ID Requirement Vendor Response 2.0.1 Project Area The Contractor will supply new color aerial photography of all participating counties as per the attached maps and appendices. Certain counties or areas within counties may contain more than one horizontal scale of mapping; example: 1”=100’, 1”=200’, 1”=400’ 2.0.2 Flight Plan A flight plan layout must be prepared by a Certified Photogrammetrist and submitted to Ortho Committee for approval prior to the flight. Flight lines will be sheet centered and shall contain sufficient forward overlap to ensure that each digital ortho image is (as much as practical) extracted from the centermost portion of a single aerial photograph. Mosaicking portions of multiple photographs to create a single digital orthophoto image will be permitted, particularly if building lean can be eliminated. All proposals shall include a flightline layout for the project on a copy of the attached index map, or equivalent. 2.0.3 Re-Flights The Contractor shall correct unacceptable aerial photography at no additional cost to the County. Re-flight coverage will overlap the accepted photography by a sufficient amount to provide for continuous stereoscopic coverage. 2.0.4 Conditions During Photography Aerial photography will be accomplished during the period when deciduous trees are barren (leaf-off). Photography will be flown between the hours of 10:00 a.m. and 2:30 p.m. and when the sun angle is not less than 30 degrees above the horizon. Photography will not be undertaken when the ground is obscured by snow, haze, fog, or dust; when streams are not within their normal banks; or when the clouds or cloud shadows will appear in any one photograph within the respective scale bounding limits or project county boundary. The photography shall not contain objectionable shadows caused by relief or low solar altitude. Optimal time would be Feb 1 – March 15 2.0.5 Scale of Aerial Photography Negatives Color aerial photography shall be obtained for each respective map scale as specified below: Map Scale Photo Scale Above Ground Level 1”=400’ 1”=2,000’ 12,000’ 1”=200’ 1”=1,000’ 6000’ 1”=100’ 1”=500’ 3000’ Negatives deviating from the photo scales by more than two percent (2%) shall be cause for rejection. 2.0.7 Spacing of Photographs Overlapping photographs in each flight line shall provide full stereoscopic coverage of the area to be mapped. 2.0.8 Endlap Photography used in the development of the digital base maps shall have an endlap of approximately sixty percent (60%) to ensure stereoscopic coverage of the entire mapping area. 2.0.9 Sidelap Sidelap shall not be less than fourty percent (40%) between parallel flight lines. Sidelap error will average less than 5% for optimal coverage. 2.0.10 Crab Crab in excess of three (3) degrees may be cause for rejection of a flight 16 ID Requirement Vendor Response line or any portion thereof in which the excess crab occurs. 2.0.11 Tilt Tilt of the camera from vertically at the instant of exposure shall not exceed three (3) degrees, nor shall it exceed five (5) degrees between successive exposure stations. Average tilt over the entire project shall not exceed one (1) degree. 2.0.12 Drift Changes in course between successive photographs will not exceed 3 degrees. 3.0 AIRCRAFT ID Requirement Vendor Response 3.0.1 Operations: The aircraft to be used shall be equipped with GPS navigation aids, and operated by a well-trained and experienced crew. Performance of the aircraft shall be adequate to complete the proposed project in accordance with these specifications. All operations shall be in conformity with applicable official and Federal Aviation Administration (FAA) regulations and ordinances. 3.0.2 Aerial Flight Management System: Aircraft and Camera should be equipped with an integrated GPS aerial flight management system. This system should provide data annotation on the film edge to include the approximate longitude and latitude of the center of each exposure. Post processing of GPS from 2 base stations (Ground and Airborne) data should provide sufficient input to the aerial triangulation adjustment to reduce the amount of dependency on the ground-surveyed control. 3.0.3 Schedule of Photo Mission: Aerial photography will be obtained in the period between February 1, 2007 and March 15, 2007, when weather and water levels permit optimum conditions. Advance notice and permission should be obtained from Contracting Officer by the contractor when/if conditions require a deviance from these months. January may be used but there would be less time to fly to obtain sun at 30% angle! 3.0.4 The aircraft used to fly the aerial photo missions shall be a twin-engine aircraft. ID Requirement Vendor Response 4.0 AERIAL CAMERA REQUIREMENTS 4.1 Aerial Camera: A U.S. Geological Survey (USGS) camera calibration report no more than two (2) years old is required for each camera used to obtain aerial photography. The methods, procedures, and requirements described in this subsection shall be those utilized by USGS and will be included in the camera calibration report. A COPY OF THE CURRENT CAMERA CALIBRATION REPORT SHALL BE SUBMITTED TO THE CONTRACT OFFICER PRIOR TO THE ACTUAL USE OF 17 ID Requirement Vendor Response THE CAMERA. 4.1.1 Camera and Lens: The camera should be equipped with Forward Motion Compensation (FMC) and have a minimum Area-weighted average resolution (AWAR) of the lens of 100 cycles / mm. A Leica RC-30, or equivalent shall be used for image acquisition. The calibrated focal length of the lens shall be 153 millimeters + 3 millimeters (6 inch focal length). The characteristics of a nominal 6-inch camera shall be as follows: 1. Focal length, 153 + 3.0 mm Universal Aviogon, Pleogon A, or equivalent. 2. Usable angular field, at least ninety degrees. 4.1.2 Filter: An appropriate glass filter with a metallic antivignetting coating shall be used. The filter shall have surfaces parallel within 10 seconds of arc, and its optical quality shall be such that its addition to the camera shall not cause an undesirable reduction of image definition. A minus-blue glass filter shall be used with panchromatic emulsions. 4.1.3 Shutter Speed and Efficiency: The camera shall be equipped with a between-the-lens shutter of variable speed as approved by the Contracting Officer. The range of speed settings shall be such that in conjunction with flight height and aircraft speed, the camera will produce negatives that will result in high definition photographs. The shutter shall also have a speed of 1/1000 second or slower for laboratory testing. The effective exposure time and the efficiency of the shutter as mounted in the camera will be measured at the aperture and the shutter shall have a minimum efficiency of eighty percent (80%) at a speed of 1/1000 second. This test shall be made in accordance with "Method I", American National Standard PH3-48-1972 (R1978). 4.1.4 Platen Flatness and Identification: Cameras shall be equipped with an approved means of flattening the film at instant of exposure. The platen against which the film is pressed shall not depart from a true plan by more than 13 um (0.0005 inch) when the camera/magazine vacuum is applied. The lens number, an alphanumeric mark (or symbol) which identifies the platen used, and the most recent calibrated focal length shall be recorded clearly on the film for each negative either on the inside of the focal plane frame or on a data strip between frames. Data markers that protrude inside the focal plane frame shall not exceed 6.35 mm (0.25 inch) in height and 25.4 mm (1.0 inch) in length and shall obscure any part of the fiducial mark or reduce the usable image area. 4.1.5 Fiducial Marks: 1. Each camera body shall be equipped with means of recording eight fiducial marks on each exposure, the marks to be located in each corner of the format and at the center of each side. 2. The corner fiducial marks shall form a quadrilateral whose sides are equal within 0.500 mm. The midside fiducial marks shall be equidistant within 0.500mm from the adjacent corner fiducial marks. Lines joining opposite pairs of fiducial marks shall intersect at an angle of 90 degrees + 1 degree and indicate the position of the principal point of autocollimation within 0.030mm. 18 ID Requirement Vendor Response The fiducial centers and the point of symmetry shall fall within a 0.030 mm radius circle around the principal point of autocollimation. For cameras with projection type fiducial marks, the projected images of all marks must be in focus on the emulsion surface. Any camera containing glass or plastic mounts of the fiducial marks will not be accepted. 3. All fudicial marks and other marks intended for precise measuring shall be clear and well-defined on the negative and shall be of such a form that the standard deviation of repeated readings of the coordinates of each mark made on a comparator shall not exceed 0.002 mm. 4. The size of the negative image shall be 23 x 23 cm ( 9 x 9 inches). 4.1.6 Stereomodel Flatness: Cameras will be tested for stereo model flatness by exposing two film negatives in the camera while mounted on the USGS multicollimator camera calibrator and analytically forming two stereo models from them, using different halves of the exposures for each model. Each model thus formed will consist of a small fixed number of symmetrically arranged points. In either model, the deviation from flatness (elevation discrepancy at photography scale) at measured point may not exceed + 1/5000 of the focal length of nominal 6-inch (153 + 3.0 mm) cameras. If elevation discrepancies exceed this value, the camera will not be acceptable. 4.2 Aerial Film Requirements 4.2.1 Aerial Film The color aerial film will be high quality such as Kodak Aerocolor III 2400, AGFA Aviphot Color X100 PE1 AGFA X100 or equal and must have been stored and handled in accordance with the manufacturer’s recommendations. Only one type of film shall be used for the entire project. Outdated film will not be used. 4.2.2 Roll Film Container: The container for each roll of aerial film shall be made of plastic, shall not exceed six (6) inches in diameter, shall contain no more than 250 feet of film, and shall become the property of the County. It shall be clearly labeled with the name of the County; name of the Contractor; date of photography; flight and exposure numbers (sequential numbers of the first and last exposures); type and serial number for the camera; the type, serial number and calibrated focal length in millimeters of the camera lens; film roll number; the approximate scale for the negatives; and the names of all crew members aboard the flight mission. 4.2.3 Disposition of Aerial Film: The exposed aerial film is the property of the County and shall be delivered to the County if requested. The County may desire to have the Contractor store the film for an extended period of time. The Contractor shall store the film indefinitely at no cost to the County. 4.2.4 Digital Photography: Digital camera technology may be used in the primary proposal. The camera performance, resolution, calibration and metric accuracy must meet the specifications. A complete explanation of the process of capturing the image through final production if different from the standard specifications must be fully explained and justified. 19 ID Requirement Vendor Response 5.0 PHOTO LABORATORY PROCEDURE 5.0.1 General: All film and materials to be processed under the proposed contract will be in accordance with the film manufacturer's recommended procedures for processing and developing. 5.0.2 Image Quality: Images on the aerial negatives shall be clear and sharp in detail and free from light streaks, static marks, scratches, and other blemishes. Special care shall be exercised to ensure proper developing thorough fixing and washing of all film. Special care should be exercised to prevent distorting the film during processing or drying. Film shall be exposed and processed with a target density range of 1.0 + 0.2 as measured in the neat image areas of each roll of film. Minimum density should not be less than 0.3 and the maximum density should not be greater than 1.5 as measured with a densitometer with a scale range of 0 to 3.0. Al fiducial mark images shall be clear and sharp. 5.0.3 General: Development of aerial negatives shall be in accordance with the manufacturer's recommendations, using accepted photographic practice. As is recommended by the manufacturer these films are intended for continuous-roller transport processing machines such as the Kodak Versamat film processors using a fine grain film developer designed for machine processing or using fine grain developer. The negatives shall be uniformly developed from end to end and side-to-side of each roll. The aerial negatives shall be archivally fixed and washed. The film shall remain stable for making diapositives, enlargements, and contract prints at this time and in the future. The aerial film shall be free of dust, processor artifacts, finger prints, age marks, banding, streaks, scratches, static marks, chemical stains, tears, and stress marks. 5.0.4 Film Labeling: Each exposure shall be clearly labeled by electronic means at the time of exposure. Using a film titler, at the edge of the negative just inside the image area on the north edge for north south flights or the west edge for east-west flights. This labeling shall be at least 0.14 inches in height and shall include the following information as a minimum: Date of Photography - Scale of Photography - The County Name - Flight Strip - Exposure No. The "Scale of Photography" shall be given in inches and feet (e.g., 1"=500', etc). "Flight Strip" numbers are to be repeated anywhere within the photographic coverage of the contract, but will be numbered consecutively starting with Strip No. I and continued sequentially over all flight lines and scales. "Exposure Numbers" for any flight strip will be numbered consecutively from 1 and continued to the end of that flight line. On north to south flight lines, exposure number I will be the southern-most exposure, increasing to the north, and on east to west flight lines, exposure number 1 will be the eastern-most exposure, increasing to the west. ID Requirement Vendor Response 20 ID Requirement Vendor Response 6.0 SCANNING 6.0.1 Contractor will digitally scan the color aerial negatives of all frames of photography that cover each respective map scale area. The device used for scanning shall be a precision instrument designed for photogrammetric applications having an aperture capable of producing a scanning resolution of at least 10 microns; a geometric accuracy of 5 microns; and a capability of resolving 256 tonal levels. All proposals shall include a manufacturer’s calibration report for any scanner to be used on the project. Not applicable for digital cameras. 6.0.2 Contractor will directly scan all negatives in-house. Scanning will not be performed by a subcontractor. ID Requirement Vendor Response 7.0 GROUND CONTROL 7.0.1 General Contractor will provide and be responsible for the acquisition and targeting of all necessary ground control to assure all scales of digital Orthophotography and digital mapping meet or exceed ASPRS Standards for each map scale. The control shall be surveyed using GPS technology and tied to existing DOT points in the county. The survey shall be sufficient to yield mapping products that meet ASPRS Standards at the scale of 1"=100', 1"=200' and 1"= 400' and the requested contour interval when utilized by a trained Photogrammetrist using film-based photography with analytical and/or softcopy technology in accordance with standard industry practice. 7.0.2 A detailed explanation of procedures to be used for establishing new control points will also be included with the proposal. It shall be the responsibility of the Contractor to ensure that all panels are in place (with Company Name/phone number on panel) and identifiable on the photography; and that all panel materials are removed within 10 days of acceptable photography. 7.0.3 Airborne GPS (AGPS) is acceptable for horizontal control densification in support of planimetric mapping and/or orthophoto production. 7.0.4 Coordinate System For this project there are multiple jurisdictions with differing requirements for coordinate systems. The contractor shall be able to provide the following for the jurisdictions in their respective states: Georgia: The horizontal control shall be tied to the Georgia State Plane Coordinate System, North American Datum 1983 (NAD83), U. S. Survey Feet. The vertical control shall be tied to the North American Vertical Datum 1988 (NAVD88), U.S. Survey Feet. South Carolina: The horizontal control shall be tied to the South Carolina State Plane NAD83/2001 International Foot, Zone 3900. The vertical control shall be tied to the North American Vertical Datum 1988 (NAVD88), International Foot (1 meter = 3.280839895 feet). Prior to commencement of project, this will be reconfirmed by all customer parties due to the multiple jurisdictions and states involved. Vendor should note on their price proposal any difference in cost for using different coordinate systems for each of the counties final Orthophotography, LIDAR, and planimetric 21 ID Requirement Vendor Response products. 7.0.5 All governments involved in this project will provide maps and coordinates showing existing geodetic control. South Carolina has statewide high-accuracy geodetic control. ID Requirement Vendor Response 8.0 AERIAL TRIANGULATION 8.0 The Contractor will provide an aerial triangulation solution for each respective map scale that is all part of an overall solution for the entire project area. An aerial triangulation report will be supplied to the county at the completion of the project. ID Requirement Vendor Response 9.0 DIGITAL ORTHOPHOTOGRAPHY 9.0.1 To attain photogrammetric accuracy standards, the scanned photography or digital imagery shall be rectified using the digital elevation model generated during the map compilation phase of the project. This shall be accomplished with software, which shall rectify the imagery on a pixel-by-pixel basis for relief and other distortions. This shall produce a scale-accurate digital photographic image. The tiled images shall have uniform density and tone and they shall be free of mismatched imagery. Orthophotography created from scanned photography should be free of scan lines, double exposures, out-of-focus images, and man-made artifacts introduced during scanning. Images shall be rectangular and maintain a minimum overlap with adjacent images in order to appear seamless when referenced together in each respective scale. The Contracting Officer reserves the right to require pilot test images to be checked for accuracy and quality. Map all tiles completely. 9.0.2 The following Orthophotography tiles will be created with the specified ground pixel resolution: Color 1”=200’ tiles with 0.5 foot pixels (minimum) Color 1”=400’ tiles with 1.0 foot pixels (minimum) 9.0.3 All digital orthophotos shall be radiometrically adjusted as necessary so that adjacent digital orthophotos can be displayed simultaneously without an obvious visual edge seam between them. Localized adjustments of the brightness values shall be performed to minimize tonal differences between the join areas. For this adjustment, the orthophoto judged by visual inspection to have the better contrast shall be used as the reference orthophoto. Localized brightness values of the adjacent orthophoto shall be adjusted to that of the reference orthophoto. When possible and feasible, the area adjusted should be bounded by a tonal break ground feature such as a road, field line, shadow line, etc. The radiometric adjustment should not compromise the accuracy, clarity or resolution of the orthophoto. ID Requirement Vendor Response 10.0 DEM 22 ID Requirement Vendor Response 10.0.1 A countywide DEM (Digital Elevation Model) shall be generated based upon terrain data extracted from the 1"= 500', 1"= 1,000' and 1"= 2,000' aerial photography. An “automated elevation extraction software program” supplemented with terrain modeling breaklines where necessary, may be used for development of DEM surface for production of orthophotography only. The developed surface will be reviewed and modified as necessary prior to use in the orthophoto rectification process. 10.0.2 Vertical accuracy of the DTM/DEM shall be sufficient to obtain the required vertical and horizontal accuracies of the final deliverable products. Derive 5’ contour intervals directly from the DEM used to rectify the digital ortho image! 10.0.3 The DTM/DEM shall be captured by an experienced instrument operator using fully analytical optical photogrammetric stereo plotters and/or softcopy instrumentation and techniques capable of achieving required accuracies. Each proposal shall include the specific equipment to be utilized in DTM/DEM capture as well as resumes of specific instrument operators to be assigned to the project (not simply a list of all equipment and all personnel). 10.0.4 A DTM/DEM captured wholly or in part from autocorrelation shall NOT be utilized for this project. All work to be operator supervised. 10.0.5 The DTM/DEM shall have a combination of the following - points spaced at regular intervals along a grid; points of significant high or low elevation; and breaklines at significant terrain breaks. It is understood that density of points and the distribution and extent of breaklines is very dependent upon local terrain variations; however, it is requested that each proposal include a basic recommended procedure (minimum grid spacing and standard breaklines features) upon which the project will most likely be based. 10.6 The DTM/DEM deliverables to be in ESRI shape file format for each county. ID Requirement Vendor Response 11.0 DIGITAL MAP COMPILATION 11.0 Digital map data (elevation/planimetric data) shall be compiled directly from the aerial photography or imagery using First Order Analytical or Digital stereo plotters. All photogrammetric digital map compilation shall meet or exceed the ASPRS Standards for the map scales requested. A Certified Photogrammetrist must supervise the compilation process and the results will be delivered in a digital file format appropriate to the County’s GIS software platform. ID Requirement Vendor Response 12.0 PLANIMETRIC BASE MAPPING LAYERS (only for areas required) 12.0 The following planimetric features are to be provided in the Base Mapping Layers. The features should be collected to the requested specifications and should meet ASPRS Standards for each respective map scale: 1. Building Roof Outline 2. Paved Road (Edges of Pavement) 3. Un-Paved Roads (Edges of Traveled way - graded dirt surface or edge of tire tracks). 4. Centerlines - Paved Roads 23 ID Requirement Vendor Response 5. Centerlines – Un-Paved Roads 6. Hydrography to include coastlines, rivers, streams, lakes, swamps, major ditches and ponds. 7. Bridges (Road & Railroad) and Overpasses 8. Geodetic Control (LIDAR) (Georgia Height Modernization Control / Photogrammetry Control / Etc.) 9. Railroads, Spurs, Yards (active) 10. Airports (Runways & taxiways) & Helipads 11. Fences (property line, cross country, utility only) 12. Dam’s 13. Major utility lines (cross-country electric transmission, above-ground gas pipelines, etc.) 14. Towers (cellular, microwave, radio) ID Requirement Vendor Response 13.0 CONTOUR INFORMATION UTILIZING LiDAR (only for areas required) 13.0 Contours at 2-foot intervals will be indexed at 10-foot intervals and shall be uniquely attributed to allow for display of heavier line weight. Indexes will be labeled at approximately 1500-foot intervals. The following contour information shall be included as applicable: 1. Indexes 2. Hidden Indexes 3. Depression Indexes 4. Hidden Depression Indexes 5. Index Contour Labels 6. Intermediate Contours 7. Hidden Intermediate Contours 8. Depression Intermediate Contours 9. Hidden Depression Intermediate Contours 10. Contour information shall be delivered in the appropriate topologically structured format (free of crossing contours, pseudo-nodes, gaps, overshoots, etc.). 13.1 LiDAR General 13.1 This project shall include the development and delivery of a LiDAR-derived contour data-set. This will be accomplished using the bare-earth returns from the LiDAR survey in conjunction with breaklines. Breaklines will be derived either by photogrammetric means using the aerial photography or stereo-compiled using 3-D models developed from the LiDAR imagery. 13.2 LiDAR System 13.2.1 A current generation LiDAR sensor should be used. 13.2.2 The system will be operated from a fixed wing, twin engine aircraft. 13.2.3 A calibration report for the LiDAR system will be provided to the County. 13.3 LiDAR Flight Conditions 13.3.1 The LiDAR survey shall be performed when deciduous trees are generally absent of foliage to maximize terrain data acquisition over wooded areas. 24 ID Requirement Vendor Response 13.3.2 No LiDAR flights shall be performed during periods of rain, snow, fog, low clouds, smoke, flooding, significant snow cover, or other conditions which would degrade the quality of the data acquisition. 13.4 LiDAR Field Calibration 13.4.1 Contractor shall ensure proper calibration of the LiDAR sensor on a regular basis. 13.5 LiDAR Flight Planning 13.5.1 Flight plans shall include cross-flights for quality control purposes. 13.5.2 The spacing between the flight lines shall have a sidelap averaging 30%. 13.5.3 Upon completion of the LiDAR acquisition mission, a LiDAR Flight Report documenting the mission date, flight altitude, airspeed, scan angle, scan rate, laser pulse rates, and other information shall be provided to the County. 13.6 GPS Base Stations 13.6.1 Two, (2), GPS base station locations shall be occupied during LiDAR flight. 13.6.2 Data shall be collected on one-second epochs. 13.6.3 Data from a minimum of two (2) GPS base stations shall be fully processed. 13.7 Quality Control of LiDAR 13.7.1 Quality Assurance/Quality Control (QA/QC) of the LiDAR-derived data will be carried out in accordance with procedures described under the National Standard for Spatial Data Accuracy (NSSDA). 13.7.2 The QA/QC process will include reviews of flight alignments and evaluation/testing of the LiDAR bald-earth DEM accuracy. 13.7.3 Sample points should be evenly distributed throughout each category area being evaluated and not grouped into a small sub-area. 13.7.4 Test points on sloping or irregular terrain would be unreasonably affected by the linear interpolation of test points from surrounding DEM points and, therefore, will not be selected. ID Requirement Vendor Response 14.0 ACCURACY STANDARDS 14.1 Base Mapping All surface level features on the final base mapping levels shall meet horizontal ASPRS Standards for each respective mapping scale. All remaining inputs and processes (i.e. flight AGL, aerotriangulation control and methodology, scanner calibration, and sensor calibration) used in digital mapping production shall be sufficiently accurate to ensure that the final product meets ASPRS Standards. 14.2 Digital Orthophotography All surface level features on the final digital Orthophotography shall meet horizontal ASPRS Standards for each respective map scale. All remaining inputs and processes (i.e. flight AGL, aerotriangulation control and methodology, scanner calibration, and sensor calibration) used in digital orthophoto production shall be sufficiently accurate to ensure that the final product meets ASPRS Standards. 14.3 Topographic DTM’s All surface (points & breaklines) data on the final digital elevation model developed for generation of contour information shall meet both horizontal and vertical ASPRS Standards for each respective map scale. All remaining inputs and processes (i.e. 25 ID Requirement Vendor Response flight AGL, aerotriangulation control and methodology, scanner calibration, and sensor calibration) used in DTM/DEM production shall be sufficiently accurate to ensure that the final product meets ASPRS Standards. 14.4 Contour All contours generated shall meet both horizontal and vertical ASPRS Standards for each respective map scale. All remaining inputs and processes (i.e. flight AGL, aerotriangulation control and methodology, scanner calibration, and sensor calibration) used in contour production shall be sufficiently accurate to ensure that the final product meets ASPRS Standards. 15.0 PLANIMETRIC COLLECTION GUIDELINES The following guidelines will be used to collect Base Mapping Layer planimetric information through photogrammetric means where visible on the imagery. If vendor cannot satisfy the requirements listed below, then please denote the specific requirements in your response. 15.1 Buildings The building (roof outline) shall have at least one side with a minimum length, as outlined below for each respective scale, in order to be collected. Buildings will be compiled as closed polygons. A. 100 Scale: 20' 1. Do not collect window awnings as part of the structure. 2. Collect covered porches/decks and carports if they are part of the roof outline. B. 200 Scale: 20' 1. Do not collect window awnings as part of the structure 2. Collect covered porches/decks and carports if they are part of the roof outline. C. 400 Scale: 20' 1. Collect all qualified buildings and generalize roofline by not showing minor changes in rooflines i.e. dormers, window awnings, etc. 15.2 Paved Roads Edges of Pavement will be captured where applicable for all paved roads. No distinction will be made between public and private. A. 100 Scale: 1. Inter-state/state highways: Edge of pavement does not include the shoulder. Collect on outside edge of “Fog Line”. Collect acceleration and deceleration lanes as part of the edge of pavement. Collect entrance and exit ramps as part of the edge of pavement. Collect edge of pavement for through ways of rest stops (not parking area). 2. Multi-lane Roads - Divided: Collect edge of pavements for both interior (at base/edge of median) and exterior edges. If curbs exist in urban areas collect a base of curb. Do not include shoulders. 3. Multi-lane Roads – Not Divided: Collect edge of pavements for exterior edges. If curbs exist in urban areas collect a base of curb. Do not include shoulders. Do not show interior turn lanes. 4. County Roads: Majority of the county roads does not have shoulders. Collect actual “edge of pavement”. 5. Urban areas streets: collect “edge of pavement” at the base of curb when present. 6. Collect Edge of pavement across top of bridges and overpasses. Do not breakline across these features. 7. Collect roads in apartment complexes and industrial areas. 8. Collect Edge of pavement below bridges and overpasses. 9. All Edge of pavements will be collected concurrently with an associated breakline except bridges when crossing over and overpasses. 26 10. Edge of pavements will connect cleanly at all intersections, acceleration and deceleration lanes and at adjacent model ties. There will be a smooth transition from low to higher scales. 11. A paved surface leading to two (2) or more residences is considered a paved road. Collect from the main road to the apparent driveway entrance and close off. B. 200 Scale: 1. Inter-state/state highways: Edge of pavement does not include the shoulder. Collect on outside edge of “Fog Line”. Collect acceleration and deceleration lanes as part of the edge of pavement. Collect edge of pavement for through ways of rest stops (not parking area). 2. Multi-lane Roads - Divided: Collect edge of pavements for both interior (at base/edge of median) and exterior edges. If curbs exist in urban areas collect a base of curb. Do not include shoulders. 3. Multi-lane Roads – Not Divided: Collect edge of pavements for exterior edges. If curbs exist in urban areas collect a base of curb. Do not include shoulders. Do not show interior turn lanes. 4. County Roads: Majority of the county roads does not have shoulders. Collect actual “edge of pavement”. 5. Collect Edge of pavement across top of bridges and overpasses. Do not breakline across these features. 6. Collect Edge of pavement below bridges and overpasses. 7. All Edge of pavements will be collected concurrently with an associated breakline except when crossing over bridges and overpasses. 8. Edge of pavements will connect cleanly at all intersections, acceleration and deceleration lanes and at adjacent model ties. There will be a smooth transition from low to higher scales. 9. A paved surface leading to two (2) or more residences is considered as a paved road. Collect from main road to the apparent driveway entrance and close off. C. 400 Scale: 1. Inter-state/state highways: Edge of pavement does not include the shoulder. Collect on outside edge of “Fog Line”. Collect acceleration and deceleration lanes as part of the edge of pavement. Collect edge of pavement for through ways of rest stops (not parking area). 2. Multi-lane Roads: Collect edge of pavements for both interior (at base/edge of median) and exterior edges. Do not include shoulders. 3. County Roads: Majority of the county roads does not have shoulders. Collect actual “edge of pavement”. If possible – collect centerline and copy parallel for each edge of pavement. 4. Edge of pavements will connect cleanly at all intersections, acceleration and deceleration lanes and at adjacent model ties. There will be a smooth transition from low to higher scales. 5. A paved surface leading to two (2) or more residences are considered as a paved road. Collect from main road to the apparent driveway entrance and close off. 15.3 Un-Paved Roads Edge of Traveled Way (graded dirt surface or edge of tire tracks) will be captured as unpaved roads. All scales: A. An unpaved surface leading to two (2) or more residences are considered as an un-paved road. Collect from main road to the apparent driveway entrance and close off. B. Do not include logging roads, temporary construction roads or off road vehicle trails, etc. C. Trails do not need an associated breakline unless the roadbed goes through a significant cut or fill. D. Trails will connect cleanly at all intersections and at adjacent model ties. There will be a smooth transition from low to higher scales. 15.4 Paved Road Centerlines Centerlines shall be captured for all paved traveled ways throughout the County as follows (all scales): A. General Instructions: 1. Centerlines will be carried across and under bridges and overpasses. 27 2. Minimum vertices will be used during collection intersection to intersection and with sufficient number of vertices to maintain curves in the traveled way. 3. Centerlines for small “Y” type intersections will be extended through the “Y” median and extended to the crossing road forming a “T” intersection. This only applies to centerlines. 4. Centerlines at intersections will be snapped with vertices at the true center of intersection. 5. Associated breaklines are not required with centerlines on this project. B. Interstate Highways: 1. One centerline will be collected at the center of each set of same direction traffic flow lanes (i.e. Northbound) and one centerline for the opposite direction (i.e. Southbound) will be collected at the center of each set same direction traffic flow lanes. 2. Centerlines will be collected for exit and entrance ramps and connected to the main paved road centerline. 3. Centerlines will be collected at rest-stop areas and connected to exit/entrance ramps. 4. Do not collect centerlines for acceleration or deceleration lanes. 5. Centerlines will be collected for emergency vehicle crossovers. C. Multi-lane Divided with median: 1. One centerline will be collected at the center of each set of same direction traffic flow lanes (i.e. Northbound) and one centerline for the opposite direction (i.e. Southbound) will be collected at the center of each set same direction traffic flow lanes. 2. A centerline will be developed for lane crossovers i.e. center between breaks in median. D. Multi-lane Not-Divided: 1. One centerline will be collected for the multi-lane road dividing opposite directions of traffic flow. If there is a “center turn lane” the centerline will traverse the center of the turn lane. 2. If the multi-lane becomes divided, with median, for less than 500' continue the centerline through the median. If the multi-lane becomes divided for a city block or more use the rules for Multi-lane Divided with median. E. Two-lane Road: 1. One centerline will be collected for the two-lane road dividing opposite directions of traffic flow. 2. If a passing lane exists the centerline will continue to be placed at the center dividing opposite directions of traffic flow. 3. If the two-lane becomes divided, with median, for less than 500' continue the centerline through the median. If the two-lane becomes divided for more than 500' use the rules for Multi-lane Divided with median. 15.5 Unpaved Road Centerlines A. General (all scales): 1. Centerlines will be carried across and under bridges. 2. Minimum vertices will be used during collection intersection to intersection and with sufficient number of vertices to maintain curves in the traveled way. 3. Centerlines for small “Y” type intersections will be extended through the “Y” median and extended to the crossing road forming a “T” intersection. This only applies to centerlines. 4. Centerlines at intersections will be snapped with vertices at the true center of intersection. 5. Associated breaklines are not required with centerlines on this project. B. Centerlines shall be captured for all collected unpaved traveled ways throughout the County. 15.6 Hydrography A. General: 1. Hydrography must maintain connectivity throughout the County. 2. Hydrography features will continue under bridges and through culverts. 3. Breaklines will be collected concurrently with all hydrography features with the exception of features represented with hidden lines. 4. Use the USGS 30 x 60 Series Map (1:100000) as a collection guide for distinction river/stream. 5. Do not distinguish between Man-made and natural shorelines unless client makes a special requirement. 28 B. Rivers Double line: 1. Rivers are considered as flowing bodies of water greater than: a). 100 ft wide for 100 Scale b). 20 ft wide for 200 Scale c). 40 ft wide at 400 Scale 2. River shoreline will be collected at edge of water line for both sides of the river. 3. Discretion will be used to minimize frequent switching between single and double line representations where the river width is either more or less than specified width over relative short distances. 4. When rivers are portrayed as the county boundary or mapping limits the far bank will be collected. C. Rivers Single line: 1. Rivers are considered as flowing bodies of water but “less than” a). 10 ft wide for 100 Scale b). 20 ft wide for 200 Scale c). 40 ft wide at 400 Scale d). Discretion will be used to minimize frequent switching between single and double line representations where the river width is either more or less than specified width over relative short distances. D. Streams (all scales): 1. Collect all significant (wet or dry) streams within the mapping area. Use the 100K map as a guide – if it’s on the map collect. 2. Snap stream cleanly to other hydrography features (i.e. lake spillway, ponds, rivers etc. E. Lakes: Lakes are basically of two types: one being a closed bodies of water greater than 5 acres and two a large standing body of water created by building a dam at given points along rivers creating a recreational areas and/or for the purpose of water reservoirs. 1. Collect all Lakes at the interpreted mean water level 2. Lake (shorelines), where created on rivers, will take precedence over river shorelines. Carefully determine the confluence of the river and lake to determine change in feature codes. F. Ponds: A closed body of water less than 5 acres. 1. Collect all ponds in 100 and 200 scale areas. 2. Collect ponds in the 400 scale area that are identifiable G. Ditches (Major). Collect all major ditches, 100 ft in length or longer used to drain and or irrigate fields, pastures, swamps etc. H. Swamp (wetlands): collect all swamps that are identifiable. I. Coastlines: Collect all coast lines at the mean water level 15.7 Bridges/Overpasses A. Collect extent of bridge deck for all highway and road bridges. B. Collect extent of overpass deck for all highway and road overpasses. C. Collect extent of bridge deck for all Railroad bridges. D. Do not collect bridges for driveways. 15.8 Railroads (Active) Collect only active railroads: A. General: 1. Collect all railroads that cross railroad bridges or that may go under road bridges. 2. Associated breaklines should be collected concurrent with the centerlines with the exception of bridge crossings. B. Single Track: Collect a single centerline between the pair of rails. C. Multiple Tracks: Collect a single centerline between each pair of rails. D. Spurs/Sidings: Collect a single centerline between each pair of rails of the spur and sidings. Minimum length of siding and spur will be 50 ft. E. Rail yards: Collect a single centerline between each pair of rails in the rail yard. 15.9 Airports A. Collect all paved runways and taxiways. B. Collect all unpaved runways visible on the imagery. C. Collect all paved helipads visible on the imagery. 15.10 Fences (Property line, cross-country) A. General: 1. Maintain connectivity where possible i.e. within a tree line 2. Do not collect connector fences i.e. property line fence to a house. 3. Do not collect internal fences i.e. pig pens, breeder lots etc. 4. Do not cross driveways B. Collect transportation right-of-way fences C. Collect all cross-country fences D. Collect all fences defining property divisions E. Collect fences around public utilities i.e. cell towers, pumping stations, power stations. 15.11 Dams A. Collect concrete dams and spillway B. Collect major man-made earthen dams 15.12 Major Utility Lines A. Cross Country Power lines: Contract Agreement between Augusta, Georgia and Kucera International Inc. Page 30 1. Collect base of steel tower legs/poles for significant cross-country power transmission lines. A specific feature point symbol will be placed at the base of each leg/pole. 2. Do not collect electrical power poles, telephone poles, streetlight etc. along transportation routes, driveways, within parking lots, athletic fields, etc. 3. Do not collect transmission lines. B. Pipelines 1. Collect all “visible” (above ground) pipelines. 2. Do not collect pipelines based on vegetation clearings and or scars. 3. Do not collect breaklines for pipeline features. 15.13 Towers (Cell, microwave, radio) A. Collect “stand-alone” towers as a point feature B. Do not collect whip antennas, Ham Radio Towers, etc. Contract Agreement between Augusta, Georgia and Kucera International Inc. Page 31 Exhibit B Please insert general work plan prior to signature and return to Augusta Kucera International Inc. Contract Agreement for 2007 Aerial Photography and Base Mapping Services City of Augusta/Richmond County, GA EXHIBIT B - PROJECT WORK PLAN 1 © Kucera International, Inc., 2007 Overview: The primary products and services Kucera International Inc. will furnish for this contract will include new (2007) digital aerial photography, aerial lidar surveying, airborne and ground control surveying, aerotriangulation, color digital orthophoto mapping, new digital terrain model (DTM) and 2’ contour topography mapping, updated building footprint mapping, and new building height, tower feature, and impervious surface/pavement edge mapping covering Richmond County, Georgia. The digital orthophoto mapping will be performed at 1”=100’ scale, 0.5’ pixel resolution and the digital planimetric/topographic mapping will be performed at 1”=100’ scale. Optional services will include hydrographic feature mapping and duplicate color infrared orthophoto mapping covering the County. Accuracy Standards: The project orthophoto and planimetric mapping will meet ASPRS Class 1 horizontal accuracy standards and the DTM generated contour topography will meet ASPRS Class 2 vertical accuracy standards. By these standards, the following map accuracies will be achieved to the 95% confidence level for well-defined, ground-based features in areas not obscured by permanent vegetation: Map Feature Accuracy (95% confidence) 1”=100’ scale planimetrics and orthophotography 2’ horizontal 2’ contour topography 1.3’ horizontal Project Initiation: In the initiation phase of the project the scope of work will be finalized and Kucera will produce a finalized flight and control plan, procedure plan, and quality control process. Kucera will also request delivery of and review the project source materials, such as the City/County’s existing ground control and building footprint data. Ground Control Survey/Targeting: In the January 15 – February 1, 2007 time frame Kucera will target the ground control required for the project, which will consist of recovered existing and newly established/surveyed control stations. A total of approximately 25 (15 new and 10 recovered existing) targeted control points will be used and spread around the County sufficiently to control the entire mapping area. The newly established control will be surveyed to 2nd order, Class 1 (1:50000) horizontal and 3rd order, 3cm accuracy will be semi-permanently marked in the field. All control used will be on the NAD83 GA state plane horizontal coordinate and NAVD88 vertical datums. A ground control report will be furnished as a deliverable. Kucera International Inc. Contract Agreement for 2007 Aerial Photography and Base Mapping Services City of Augusta/Richmond County, GA EXHIBIT B - PROJECT WORK PLAN 2 © Kucera International, Inc., 2007 Aerial Photography: Kucera will perform the aerial photography flyover of the County in the February 1 – March 15 time frame following target placement and before significant emergence of leaves. The photography will be taken at times of appropriate weather (clear, no excessive cross-winds), ground (no smoke, fog, snow, flooding), sun angle (>30°), and satellite PDOP (~3 or less) conditions. The photography will be taken from one or more of Kucera’s Piper Navajo Chieftain aircraft using Leica ADS40 large format digital aerial cameras with continuous scan/sweep-style image capture. The flying height used will be approximately 4700’, yielding a ground sample distance (GSD) of approximately 0.5’ The imagery will be simultaneously captured in the RGB (color) and NIR (near infrared) spectrum bands and will have 100% stereo coverage provided by forward and aft looking sensor CCD lines. The imagery will be acquired in continuous image swaths having 30% side overlapping coverage. The image swaths will be of sufficient number and length to provide full coverage of the County and beyond as needed for “full tile” orthophoto production at the County periphery. During the aerial flyover the digital camera position and angular orientation will be accurately measured via airborne GPS/IMU survey technology integrated with the aerial camera system. The airborne GPS/IMU survey data will be used for the initial georeferencing of the digital aerial imagery. The deliverable for the aerial photography phase will be a digital flight index showing the image swath coverage. Aerial Lidar Survey: In conjunction with the digital aerial photo flyover (i.e., February 1 – March 15 time frame) Kucera will perform an aerial lidar survey of the County to acquire digital terrain surface data supporting the digital orthophoto image rectification and creation of a digital terrain model (DTM) supporting 2’ contour generation. The lidar flying height used will be approximately 5500’ and the raw lidar point spacing will be approximately 8’. The lidar survey data will be processed/classified to yield a “bare earth” digital elevation model and other surfaces such as building roofs which will be available together with the raw lidar point data as a deliverable to the City or County. Aerotriangulation: Kucera will use a softcopy aerotriangulation process to combine the airborne GPS/IMU and ground-based control and check and finalize the georeferencing of the aerial imagery. All triangulation will be performed directly in the target project datums, i.e., NAD83 GA state plane horizontal and NAVD88 vertical. The triangulation will be held to a horizontal and vertical Kucera International Inc. Contract Agreement for 2007 Aerial Photography and Base Mapping Services City of Augusta/Richmond County, GA EXHIBIT B - PROJECT WORK PLAN 3 © Kucera International, Inc., 2007 accuracy of approximately 0.8’ (1:6000 flying height) for individual point RMS and 0.47’ (1:10000 flying height) for overall RMS. The triangulation will support production of orthophoto imagery and mapping meeting the project accuracy standards. A triangulation report will be furnished as a project deliverable. The triangulation phase will be performed in the July- August 2007 time frame. Stereocompilation: In the stereocompilation phase of the project Kucera will perform the following on softcopy stereoplotters using the triangulated digital aerial imagery: • Check the lidar bare earth DEM and augment with stereocompiled breaklines as needed to produce a digital terrain model (DTM) supporting 2’ contour generation. • Update the City’s/County’s existing building footprint mapping. • Perform new compilation of building roof heights, towers, impervious surfaces/pavement edges, and optional hydrography. The DTM data will be subject to quality control review checks and will be provided as a deliverable to the City/County in generic or GIS platform-specific ASCII format. The building footprint update will include addition of new buildings, deletion of razed buildings, and revision of footprints for buildings/structures having substantial modifications, such as additions. The update will include correction of minor errors in existing mapping as needed but will not include correction of major errors/anomalies unless mutually agreed upon with the City/County. The new building height, tower, and impervious surface mapping will be performed using collection criteria developed with input/directives and layering preferences provided by the City/County. Impervious surface capture will include paved lots/pads greater than 400 sq. ft. in size and paved drives longer than 100’ in length. Digital Orthophotography: The project digital orthophotography will be produced by rectifying the triangulated aerial imagery to the new lidar DEM/DTM, conducting a manual quality control check/edit of the initially rectified imagery for geometric accuracy, performing a batch/automated mosaic and tone balance on blocks of rectified imagery, extracting seamless, grid-defined tiles from the block image mosaics, and performing through final manual review of each image tile for proper geometric accuracy and image quality before delivery. The manual quality control review will be performed at the target scale (1”=200’) and reasonably enlarged scales, but will not be performed at highly magnified scales. Kucera International Inc. Contract Agreement for 2007 Aerial Photography and Base Mapping Services City of Augusta/Richmond County, GA EXHIBIT B - PROJECT WORK PLAN 4 © Kucera International, Inc., 2007 The final 1”=200’ scale digital orthophotography will be furnished as 8 bit/channel RGB (color) imagery with a 0.5’ pixel resolution and will be delivered in uncompressed georeferenced TIFF and optional compressed SID format on DVD or USB drive. The ortho image delivery will include corresponding FGDC metadata for the project. At the City/County’s option, a duplicate color infrared version of the orthophotography will be provided. The orthophotography will be produced and furnished in the August 2007 – January 20008 time frame. The initial delivery of imagery in August will be for a pilot area selected by the City/County and will include samples for selection of preferred color/contrast. Topographic/Planimetric Feature Mapping: During the digital orthophoto production phase Kucera will also be generating the countywide 2’ contour topography from the breakline-augmented lidar DTM and will be batch and manually editing and converting this topography together with the updated and new planimetric feature mapping to the specified ArcGIS format. The editing process will include data cleanup, review of layer assignments, addition/placement of annotation and spot elevations, etc. as needed and generation/review of checkplots of the mapping. The digital mapping will also be reviewed for consistency with the corresponding new digital orthophotography. The conversion to ArcGIS will be performed through the DXF exchange format and will include cleaning, polygon and line topology formation, attribute population as needed, and manual quality control review directly in ArcGIS. The finalized plan/topo mapping will be furnished in the specified layering and form of ArcGIS (e.g., geodatabase) and delivered as individual tiles or larger area coverages. The planimetric/topographic feature mapping will be completed in the August 2007 – May 2008 time frame. Project Wrap-up: At the close of the project Kucera will perform an audit/review of the project transmittals/deliverables to ensure that all specified services were performed and associated data received and approved by the City/County. Vendor Original Eight Copies Addendum # 1 Fee Sanborn, 2925 E. Independence Blvd., Suite 100, Charlotte NC 28205 Yes Yes Yes Yes 3001 Landair, 401 K Divident Drive, Peachtree City, GA 30269 Yes Yes Yes Yes Kucera International 38133 Western Pkwy, Willoughby OH 44094 Yes Yes Yes Yes Optimal Geomatics 2227 Drake Ave SW Huntsville AL 35805 Yes Yes Yes Yes Infotech Enterprises America, Inc., 100 Carpenter Dr., Suite 200, Sterling VA 20164 Yes Yes Yes Yes W K Dickson, 1450 Greene St., Suite 225, Augusta, GA Pickett & Associates, Inc., 475 South First Avenue, Bartow, FL 33830 Cranston Robertson Whitehurst, 452 Ellis St., Augusta GA 30901 Optimal Geomatics, 2227 Drake Ave. SW, Bldg 14, Huntsville, AL 35805-5416 TechMap, 1120 Echo Court, Peachtree City, GA 30269 Photo Science, Inc., 1410 Indian Trail Road, Norcorss GA 30093 Metro Engineering & Surveying Co., 186 Selfridge Road, Hampton, GA 30228 GE Energy, 5700 Broadmoor, Suite 7000, Mission Kansas 66202 Andy Longoria, Petroleum Place Energy Solutions, LP, 1355 Central Parkway South, Suite 500, San Antonio TX 78232 Tuck Mapping Solutions, Inc., P O Box 760, Big Stone Gap, VA 24219 Pinnacle Mapping Tech., Inc., 8021 Knue Road, Suite 113, Indianapolis, IN 46250 RFP Item # 06-175 Regional Color Orthophotography and Photogrammetric Services Augusta Information Technology Department Bid Opening date: November 3, 2006 @ 11:00 a.m. Vendor Original Eight Copies Addendum # 1 Fee RFP Item # 06-175 Regional Color Orthophotography and Photogrammetric Services Augusta Information Technology Department Bid Opening date: November 3, 2006 @ 11:00 a.m. Digital Aerial Solutions, LLC, 8409 Laurel Fair Circle, Suite 1, Tampa FLA 33610 Aerial Services, Inc., 2120 Center St., Cedar Falls IA 50613 Surdexd Corp., 520 Spirit of Saint Louis Blvd., Chesterfield MO 63005 I. F. Rooks, 106 NW Drane St., Plant City FL 33563 Chas. H. Sells, Inc., 1974 Carolina Place Dr., Suite 140, Fort Mill SC 29708 James W. Sewall Co., 136 Center St., Old Town, DE 04469 SimWright, Inc., 2053 Fountain Professional Ct., Suite A, Navarre FL 32566 Mapping Resource Group 3 Ridge Road, Beaufort, SC 29907 Williams Aerial & Mapping Inc. 1843 Commerce Drive, Ste B, South Bend, IN 46628 Aerials Express, 7855 South River Parkway, Ste 211, Tempe AZ 85284 Atlantic Technologies, 2227 Drake Ave SW, Bldg 14, Huntsville, AL 350805-5146 EarthData International, 2648 Forrest Way NE, Marietta GA 30066 Pictometry International, 100 Town Centre Drive Suite A Rochester NY 14623-4260 Spatial Data Consultants, Nc, 1008 Hutton Lane, Ste 109, High Point NC 27262 REQUEST FOR PROPOSAL Request for Proposals will be received at this office until Friday, November 3, 2006 @ 11:00 a.m. FOR FURNISHING: RFP ITEM #06-175 Regional Color Orthophotography & Photogrammetric Services for Information Technology RFPs will be received by: The Augusta Commission hereinafter referred to as the OWNER at the offices of: Geri A. Sams, Director Augusta Procurement Department 530 Greene Street - Room 605 Augusta, Georgia 30911 RFP documents may be examined at the office of the Augusta, GA Procurement Department, 530 Greene Street-Room 605, Augusta, GA 30911. All questions must be submitted in writing to the office of the Procurement Department by Wednesday, October 18, 2006 @ 4:00 p.m. by fax at 706-821-2811 or by mail. No RFP will be accepted by fax, all must be received by mail or hand delivered. The local bidder preference program is applicable to this project. To be approved as a local bidder and receive bid preference on an eligible local project, the certification statement as a local bidder and all supporting documents must be submitted to the Procurement Department with your bonafide bid package. It is the wish of the Owner that minority businesses are given the opportunity to submit on the various parts of the work. This desire on the part of the Owner is not intended to restrict or limit competitive bidding or to increase the cost of the work. The Owner supports a healthy free market system that seeks to include responsible businesses and provide ample opportunity for business growth and development. No RFP may be withdrawn for a period of 120 days after time has been called on the date of opening. All RFP responses will be retained as property of Augusta-Richmond County. Bidders will please note that the number of copies requested; all supporting documents including financial statements and references and such other attachments that may be required by the bid invitation are material conditions of the bid. Any package found incomplete or submitted late shall be rejected by the Procurement Office. Any bidder allegedly contending that he/she has been improperly disqualified from bidding due to an incomplete bid submission shall have the right to appeal to the appropriate committee of the Augusta Commission. Please mark RFP number on the outside of the envelope. Bidders are cautioned that sequestration of RFP documents through any source other than the office of the Procurement Department is not advisable. Acquisition of RFP documents from unauthorized sources places the bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications. Augusta has a Link Deposit program designed to provide loans to eligible local Small, Minority and Women Owned Businesses. For more information about this program, please contact the Office of the Disadvantage Business Enterprise at 706-821-2406. GERI A. SAMS, Procurement Director Publish: Augusta Chronicle September 21, 28, October 5, 12, 2006 Augusta Focus September 28, 2006 cc: Tameka Allen Interim Deputy Administrator Michael Blanchard Information Technology Yvonne Gentry DBE Coordinator My DemandStar Buyers Account Info Log Bid [View Bids] View Quotes Supplier Search Build Broadcast List Reports Planholders List 25 Planholder(s) found. Add Planholder User: Carerra, Betty Organization: City of Augusta, GA Logout | Help Onvia DemandStar Member Name City of Augusta, GA Bid Number RFP-06-175-0-2006/PJM Bid Name Regional Color Orthophotography & Photogrammetric Services 1 Document(s) found for this bid Supplier Name Phone Fax Doc Count Attributes Programs Actions 3001 3523793001 0000000000 1 Documents Aerial Services, Inc. 3192770436 3192770437 1 1. Small Business 2. Veteran Owned Documents Aerocon Photogrammetric Services, Inc. 4409466277 4409462646 1 Documents Axis GeoSpatial 4108221441 4108226225 1 Documents Chas. H. Sells Inc 5082481970 5082486072 1 Documents Digital Aerial Solutions, LLC 8136280788 8136280777 1 1. Small Business 2. Veteran Owned Documents G-Squared 9314381414 9314381415 1 Documents Geofiny Technologies, LLC 9103921496 9103927326 1 Documents GRW Aerial DemandStar is a product of Onvia, Inc. (c) 1997-2007. All rights reserved. | Terms of Use | Privacy Surveys Inc 8592233999 8592199059 1 Documents I F ROOKS & ASSOCIATES INC 8137522113 8137523102 1 Documents Page 1 of 3 first | previous | next | last Format for Printing No Search << Return Export to Excel My DemandStar Buyers Account Info Log Bid [View Bids] View Quotes Supplier Search Build Broadcast List Reports Planholders List 25 Planholder(s) found. Add Planholder User: Carerra, Betty Organization: City of Augusta, GA Logout | Help Onvia DemandStar Member Name City of Augusta, GA Bid Number RFP-06-175-0-2006/PJM Bid Name Regional Color Orthophotography & Photogrammetric Services 1 Document(s) found for this bid Supplier Name Phone Fax Doc Count Attributes Programs Actions 3001 3523793001 0000000000 1 Documents Aerial Services, Inc. 3192770436 3192770437 1 1. Small Business 2. Veteran Owned Documents Aerocon Photogrammetric Services, Inc. 4409466277 4409462646 1 Documents Axis GeoSpatial 4108221441 4108226225 1 Documents Chas. H. Sells Inc 5082481970 5082486072 1 Documents Digital Aerial Solutions, LLC 8136280788 8136280777 1 1. Small Business 2. Veteran Owned Documents G-Squared 9314381414 9314381415 1 Documents Geofiny Technologies, LLC 9103921496 9103927326 1 Documents GRW Aerial DemandStar is a product of Onvia, Inc. (c) 1997-2007. All rights reserved. | Terms of Use | Privacy Surveys Inc 8592233999 8592199059 1 Documents I F ROOKS & ASSOCIATES INC 8137522113 8137523102 1 Documents Page 1 of 3 first | previous | next | last Format for Printing No Search << Return Export to Excel My DemandStar Buyers Account Info Log Bid [View Bids] View Quotes Supplier Search Build Broadcast List Reports Planholders List 25 Planholder(s) found. Add Planholder User: Carerra, Betty Organization: City of Augusta, GA Logout | Help Onvia DemandStar Member Name City of Augusta, GA Bid Number RFP-06-175-0-2006/PJM Bid Name Regional Color Orthophotography & Photogrammetric Services 1 Document(s) found for this bid Supplier Name Phone Fax Doc Count Attributes Programs Actions Infotech Enterprises America, Inc. 4123899767 7033187224 1 Documents James W. Sewall Company 2078274456 2078274456 1 Documents Kucera International Inc. 4409754230 4409754238 1 Documents Mapping Resource Group 8407709958 3864391553 1 Documents Metro Engineering & Surveying 7707070777 7707070755 1 1. Small Business Documents Optimal Geomatics, Inc. 2568827788 2568827774 1 Documents Petroleum Place Energy Solutions, L.P. 2104025965 2102233161 1 Documents Photo Science, Inc. 3012629400 3012629600 1 Documents Pinnacle Mapping Technologies, Inc. 3175852011 3175852014 1 Documents DemandStar is a product of Onvia, Inc. (c) 1997-2007. All rights reserved. | Terms of Use | Privacy Sanborn 7192645595 7195285093 1 Documents Page 2 of 3 first | previous | next | last Format for Printing No Search << Return Export to Excel Disadvantaged Business Enterprise Yvonne Gentry DBE Coordinator Disadvantaged Business Enterprise Department 501 Greene Street – Suite 304 - Augusta, GA 30901 (706) 821-2406 – Fax (706) 821-4228 WWW.AUGUSTAGA.GOV TO: Mike Blanchard Information Technology Department Geri Sams Director, Procurement Department FROM: Yvonne Gentry, Coordinator Disadvantaged Business Enterprise Department SUBJECT: DBE REVIEW AND APPROVAL OF RECOMMENDED DBE GOALDBE REVIEW AND APPROVAL OF RECOMMENDED DBE GOALDBE REVIEW AND APPROVAL OF RECOMMENDED DBE GOALDBE REVIEW AND APPROVAL OF RECOMMENDED DBE GOAL Bid Item Bid Item Bid Item Bid Item ####06060606----175 175 175 175 –––– 2007 Digital Orthophotography 2007 Digital Orthophotography 2007 Digital Orthophotography 2007 Digital Orthophotography DATE: February 22, 2007 This memo is to transmit the review and concurrence of the recommended DBE Utilization goal of 2.5% for the above referenced project. The goal-setting methodology considered the following factors based on good faith efforts of the contractor: • The project’s total estimated cost is $$$$300,000.00300,000.00300,000.00300,000.00. • There is 2.5% ($7,500) value of the scope of work where minority/women minority/women minority/women minority/women businesses businesses businesses businesses availability exists. • There is 0% value of the scope of work where small businesses small businesses small businesses small businesses availability exists. • There is 2.5% ($7,500) value of the scope where local businesses local businesses local businesses local businesses availability exists. The contractor must prepare their proposed DBE Utilization Form submittal based on the total dollar value of their base bid. No further adjustments should be made. The above recommendation is based on information provided at the time of review. If you have any questions, please feel free to contact me at (706) 821-2406. YG:glw Commission Meeting Agenda 3/6/2007 2:00 PM 2420 Antebellum Drive-Release of tax liens. Department:County Attorney-Stephen E. Shepard, Attorney Caption:Motion to authorize Tax Commissioner to release county tax liens on the following properties: 098-2-042-00-0; 167-0- 080-00-0; 096-1-141-00-0; 154-0-169-00-0; 096-1-197-00-0; 057-4-003-00-0; and 167-0-150-00-0. (Approved by Finance Committee February 26, 2007) Background:Properties are owned by BJA, LLC. BJA sold 2420 Antebellum Drive to Carolyn A. Johnson and Alisa Cooper. When closing on the property, the above-referenced properties were accidently inlcuded in the property description. Carolyn Johnson and Alisa Cooper have since quitclaimed the properties back to BJA, however, all liens that have been placed on Carolyn Johnson and Alisa Cooper's properties attached to these properties. Analysis:The Tax Commissioner needs approval to remove the liens from BJA's properties to fix the errors. Financial Impact:N/A Alternatives:Do not agree to remove said liens. Recommendation:Agree to remove liens. Funds are Available in the Following Accounts: N/A. REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Airport Salvage Sale Department:Finance Department, Fleet Mangement, Ron Crowden-Fleet Manager Caption:Motion to approve declaring the furnishings of the motel at Augusta Regional Airport at Bush Field surplus and available for public auction during the first week in May 2007. (Approved by Finance Committee February 26, 2007) Background:The motel located at Augusta Regional Airport at Bush Field is scheduled for demolition as part of the Airport reconstruction plan. There are room furnishings still in the motel area that could be sold prior to the demolition. The Director of the Airport has recommended the sale of these items at public auction, to be held after the Masters. The Aviation Commission Chairman supports this recommendation. Analysis:The contents of each room have the potential to produce revenue for the Airport. Items that would be sold are chairs, beds, dressers, micro-wave ovens, refrigerators, fire doors, room heating and air conditioners and other items of value prior to demolition. Financial Impact:The auction company is paid with a buyers premium (auctioneer fees are charged to the buyer by adding 10% to the buyers bid) so the airport will have no cost for auctioneer services. Alternatives:1. Do not sell the furnishings and have it hauled away with the motel rubble. Recommendation:Approve the sale of furnishings and items of the motel located at the Augusta Regional Airport on or about May 3, 2007. Funds are Available in the Following Accounts: None Required REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Auctioneer Services Department:Clerk of Commission Caption:Motion to approve identifying city properties for sale for committee review and authorize Fleet Manager to research for an auctioneer.(Approved by Finance Committee February 26, 2007) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Budget Amendment - Recreation and Parks Department:Recreation and Parks Tom F. Beck, Jr. Director Caption:Motion to approve a budget amendment to accept $3,500 in unbudgeted (new) revenues and allocate the funds to specific activities in the department. (Approved by Finance Committee February 26, 2007) Background:The department has recently received the following donations/allocations from the private sector that are new revenues and not projected in the 2007 budget: $1,500.00 Martin Marietta, Inc. $2,000.00 Buffalo Soldiers $4,200.00 Bell South The department's 2007 budget cuts have resulted in shortages in many program areas. The additional of these new revenues will help to fund three specific program areas being recommended for the $7,700.00 to be expended. Analysis:The department is recommending the following programs for utilization of these funds: $2,000.00 Carrie J. Mays Family Life Center - Summer Day Camp Scholarships $3,500.00 Youth Athletics - Team Travel Account $2,200.00 Augusta Skatepark Financial Impact:None ($7,700.00 in new revenues, $7,700.00 in expenses) Alternatives:1. Not to approve, leaving these important activities unfunded. 2. To approve Recommendation:#2 - to approve Funds are Available in the Following Accounts: See budget amendment REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Budget Resolution STATE OF GEORGIA ) AUGUSTA RICHMOND COUNTY AUGUSTA-RICHMOND COUNTY ) COMMISSION BUDGET AMENDMENT NO:…………… IT IS HEREBY ORDERED that the General Fund Budget for the year 2007 be amended to reflect increased revenue of $7,700.00. IT IS FURTHER ORDERED that the appropriations be increased by $7,700.00 for General Fund expenditures. REVENUES $7,700.00 Total ______________________ APPROPRIATIONS Acct. # 101061223 5235112 $3,500.00 101061333 5311816 $2,000.00 101061494 5311110 $2,200.00 $7,700.00 Total ______________________ DEKE COPENHAVER, MAYOR Approved this ……the day of……____ AUGUSTA-RICHMOND COUNTY COMMISSION ______________________________ As its mayor Attest: ________________ Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Franchise Fee Resolution Department:Clerk of Commission Caption:Motion to adopt a resolution regarding the impact of the Public Service Commission's decision concerning franchise fees. (Approved by Finance Committee February 26, 2007) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Agreement with Parsons Water & Infrastructure, Inc. for Preconstruction Services related to the James B. Messerly WPCP 2003 Master Plan Implementation Phase 1 project. Department:Utilities Caption:Motion to authorize execution of an agreement with Parsons Water & Infrastructure, Inc. to provide Construction Manager at Risk Services for the James B. Messerly WPCP 2003 Master Plan Improvements Project Preconstruction Phase in the amount of $395,859.16 subject to receiving a letter from Parsons stating their DBE participation is voluntary. (Approved by Engineering Services Committee February 26, 2007) Background: The Augusta-Richmond County Commission, in their meeting on September 6, 2005, approved the selection of MWH Constructors, Inc. (MWH) as Construction Manager at Risk for the Messerly Improvements Project. As a part of that approval the Commission also authorized "the Utilities Department to negotiate with the other firms in the order of their ranking if we are unable to reach an agreement with the top-ranked firm." The three firms interviewed and ranked during the selection process were ranked in the following order: MWH Constructors, Inc., Parsons Water & Infrastructure, Inc., and The Messerly CM Group. The Utilities Department had successfully negotiated and accepted a task order with MWH to complete preliminary construction activities at the project site and that work is drawing to a close. We continued to negotiate with MWH for the major portion of the project construction work but were unable to reach a mutual agreement on the price for the project. After it became evident that we were not going to reach an agreement we consulted with Augusta Procurement Director Geri Sams. Ms. Sams notified MWH that we were ceasing negotiations with them and opening discussions with the next highest ranked firm. Upon opening discussions with Parsons Water & Infrastructure, Inc. (Parsons) they agreed to perform a 2-3 week review of the project as it stands now and report back with their impression about what the potential project cost should be. This analysis was performed at no cost to Augusta. Parsons has provided their rough estimate of project costs and potential savings opportunities and it appears probable that the project can be completed at an acceptable cost. In response to that information, and with the concurrence of the Procurement Department, We have negotiated the attached agreement with Parsons for an abbreviated preconstruction phase for the purpose of developing a Guaranteed Maximum Price (GMP) for the project. Analysis:Negotiations with MWH had reached the point that would have required us to eliminate portions of the work in order to make the project affordable. The most likely portion of the project to be removed would be the odor control facilities because they do not directly impact the plant's ability to meet regulatory requirements. Our goal in recommending this present course of action is to retain odor control as a part of the project. The proposed cost for the preconstruction services agreement with Parsons is $395,859.16. We have reviewed this cost and it appears to be appropriate for the tasks and level of effort required to develop a reasonable GMP for this project. Financial Impact:$395,859.16 to be paid from the 2004 Bond Fund Account number 511043420–5425210 80280130-5425210. Alternatives:1) Approve this agreement and go forward with the development of a price from Parsons as Construction Manager at Risk; 2) Reject this agreement and authorize the Utilities Department to proceed with this project as a direct bid project. Recommendation:Authorize execution of this agreement with Parsons Water & Infrastructure, Inc. to provide Construction Manager at Risk Services for the James B. Messerly WPCP 2003 Master Plan Improvements Project Preconstruction Phase in the amount of $395,859.16. Funds are Available in the Following Accounts: 511043420–5425210 80280130-5425210 REVIEWED AND APPROVED BY: Finance. Procurement. Disadvantaged Business Enterprise. Administrator. Clerk of Commission Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 JAMES B. MESSERLY WATER POLLUTION CONTROL PLANT 2003 MASTER PLAN IMPLEMENTAION PHASE 1 CONSTRUCTION MANAGEMENT AT RISK AGREEMENT – PRECONSTRUCTION SERVICES Agreement Page 1 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 Table of Contents 1.0 DEFINITIONS.................................................................................................................... 3 2.0 TERM ................................................................................................................................. 5 3.0 SCOPE OF SERVICES ...................................................................................................... 6 3.1 General............................................................................................................................ 6 3.2 Detailed Scope of Services ............................................................................................. 6 4.0 RELATIONSHIP OF THE PARTIES................................................................................ 6 4.1 General............................................................................................................................ 6 4.2 Construction Manager (CM)........................................................................................... 7 5.0 PAYMENT ......................................................................................................................... 7 5.1 General............................................................................................................................ 7 5.2 Reimbursement of Expenses..........................................Error! Bookmark not defined. 5.3 Payment........................................................................................................................... 8 6.0 RISK MANAGEMENT...................................................................................................... 8 6.1 Insurance ......................................................................................................................... 8 6.1.1 Commercial General Liability Insurance................................................................ 9 6.1.2 Business Automobile Liability ............................................................................... 9 6.1.3 Worker’s Compensation ......................................................................................... 9 6.1.4 Valuable Papers Insurance.................................................................................... 10 6.1.5 Professional Liability Insurance ........................................................................... 10 6.1.6 Claims Made Form and Deductibles..................................................................... 10 6.1.7 Additional Insured And Primary Insurance Provisions ........................................ 10 6.1.8 Evidence of Insurance........................................................................................... 10 6.1.9 Insurance Conditions ............................................................................................ 11 7.0 NOTICES.......................................................................................................................... 11 8.0 TERMINATION............................................................................................................... 12 9.0 MISCELLANEOUS ......................................................................................................... 12 9.1 Compliance With Law .................................................................................................. 12 9.1.1 General Requirement ............................................................................................ 12 9.1.2 Licenses and Similar Authorizations .................................................................... 12 9.1.3 Taxes ..................................................................................................................... 12 9.1.4 Americans with Disabilities Act ........................................................................... 13 9.2 Governing Law and Venue........................................................................................... 13 Agreement Page 2 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 9.3 Successors and Assigns ................................................................................................ 13 9.4 Meaning of Words ........................................................................................................ 13 9.5 Rights and Remedies..................................................................................................... 13 9.6 CM Registration............................................................................................................ 13 9.7 Time Computations....................................................................................................... 14 9.8 Records Retention......................................................................................................... 14 9.9 Third–Party Agreements, Beneficiaries........................................................................ 14 9.10 Audit ............................................................................................................................. 14 9.11 No Agency Created....................................................................................................... 14 9.12 Assignment and Subcontracting ................................................................................... 14 9.13 Amendments ................................................................................................................. 15 9.14 Executory Agreement ................................................................................................... 15 9.15 Remedies Cumulative ................................................................................................... 15 9.16 Captions ........................................................................................................................ 15 9.17 Invalidity of Particular Provisions ................................................................................ 15 9.18 No Waiver ..................................................................................................................... 15 9.19 Intellectual Property...................................................................................................... 15 9.20 Integration ..................................................................................................................... 15 9.21 Conflict of Interest ........................................................................................................ 16 9.22 Interest of Public Officials ............................................................................................ 16 9.23 Employment of Owner’s Personnel .............................................................................. 16 9.24 Employment .................................................................................................................. 16 9.25 Equal Employment Opportunity ................................................................................... 16 9.26 Drug Free Workplace.................................................................................................... 16 9.27 Anti-Kickback Clause................................................................................................... 17 9.28 Verbal Agreement or Conversation .............................................................................. 17 9.29 Personnel....................................................................................................................... 17 Agreement Page 3 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 THIS PRECONSTRUCTION AGREEMENT (herein referenced as “Agreement”), is made and entered into this _______ day of ___________________, (the “Effective Date”) by and between Augusta, Georgia ("OWNER"), and Parsons Water & Infrastructure Inc., ("CM or Parsons"), hereinafter sometimes referred to as "Parties." WHEREAS, the OWNER has selected the CM as its Construction Manager and CM has agreed to provide construction management services with respect to the James B. Messerly Water Pollution Control Plant 2003 Master Plan Implementation Phase 1 (“Project”); and WHEREAS, the OWNER has need for certain preconstruction services with respect to the Project while the Parties continue to work toward negotiating and finalizing the Guaranteed Maximum Price (“GMP”) Agreement as set forth in the Request for Proposals for the Project; NOW, THEREFORE, The Parties agree as follows: 1.0 DEFINITIONS Italicized words shall have the meaning set forth below: Agreement – This written instrument between OWNER and CM covering the Work to be performed. Application for Payment-The form accepted by PROGRAM MANAGER which is to be used by CM in requesting progress or final payments and which is to include such supporting documentation as reasonably required by OWNER. AUD – The Augusta Utilities Department acting for and in behalf of the OWNER. Bid – The offer or proposal of the bidder submitted on the prescribed form setting forth the price(s) for the Work to be performed. Bonds – Bid, performance and payment bonds and other instruments of security furnished by CM and its Surety in accordance with the Contract Documents. CM – Construction Manager, Parsons Water & Infrastructure, Inc. Change Order – A document, signed by CM and OWNER, that authorizes an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time, issued after the Effective Date of the Agreement. Contract Documents – The Agreement and all Drawings, Specifications, addenda, amendments, other contract modifications, or other documentation incorporated into any of them. Contract Price – The moneys payable by OWNER to CM as stated in the Agreement. Agreement Page 3 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 Contract Time – The number of days or the date stated in the Agreement for the completion of the Work. Day – Either a working day or calendar day as specified in the bid documents. If a calendar day falls on a legal holiday, that day will be omitted from the computation. Legal Holidays include: New Year’s Day, Martin Luther King Day, Memorial Day, 4th of July, Labor Day, Veterans Day, Thanksgiving Day and the following Friday, and Christmas Day. Defective – An adjective which, when modifying the word “Work”, refers to Work that is unsatisfactory, faulty, deficient, does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test or approval required by the Contract Documents, or which has been damaged prior to PROGRAM MANAGER'S recommendation of final payment, unless responsibility for the protection thereof has been previously assumed by OWNER upon Substantial Completion. Engineer – Messerly Design Group, LLP (MDG) Drawings – The drawings which show the character and scope of the Work to be performed and which have been prepared by ENGINEER and are referred to in the Contract Documents. Effective Date of the Agreement – The date indicated in the Agreement on which it becomes effective, but if no such date is indicated it means the date on which the Agreement is signed by the Mayor of Augusta, Georgia and the CM is notified that the Agreement is signed. General Requirements – Refers to Division I of the Specifications. Guaranteed Maximum Price ("GMP") – GMP means the total sum of the Cost of Work including the Fixed Fee, the Fixed Amount for Specified General Conditions work, and any applicable Georgia State Sales Tax. Laws or Regulations – Laws, rules, regulations, ordinances, codes and/or orders of governmental instrumentalities having jurisdiction over the Project. L/M/WBE – Means locally owned, minority owner, and Women owned Businesses. Contractors, subcontractors, material vendors and other construction service providers which are local, minority owned, or women owned. A local contractor, sub-contractor, material vendor or service provider is defined as one having an office in Augusta-Richmond County, Georgia or any county contiguous to Augusta-Richmond County. Also means disadvantaged/minority business enterprises registered with Georgia Department of Transportation. Notice of Award – The written notice by OWNER to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified, OWNER will sign and deliver the Agreement. Agreement Page 4 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 Notice to Proceed – A written notice given by OWNER to CM (with a copy to PROGRAM MANAGER) fixing the date on which the Contract Time will commence to run and on which CM shall start to perform its obligations under the Contract Documents. OWNER –Augusta, Georgia Program Manager – CH2M HILL, Inc., responsible to AUD as the Bond Program Manager. Project – The James B. Messerly Water Pollution Control Plant 2003 Master Plan Implementation Phase 1 Project Area – The area within the specified Contract Limits as defined on the Drawings and Contract Documents where the improvements contemplated herein are to be constructed in whole or in part under this Agreement. Program Management Team (PMT) – duly authorized representatives from the OWNER, the Engineer, the PROGRAM MANAGER and the CM. Resident Project Representative – The authorized representative of PROGRAM MANAGER who is assigned to the site or any part thereof. Specifications – Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto. Subcontractor – An individual, firm or corporation having a direct contract with CM for the performance of a part of the Work. Supplier – A manufacturer, fabricator, supplier, distributor, materialman or vendor furnishing materials, equipment or supplies to be incorporated into the Work. Amendment – A written amendment of the Contract Documents, signed by OWNER and CM on or after the Effective Date of the Agreement. 2.0 TERM This Agreement shall commence as of the effective date of this Agreement and shall continue through the earlier of execution of a Construction Amendment as describe Attachment 1 – James B. Messerly WPCP 2003 Master Plan Implementation Phase 1 Preconstruction Scope of Work (the “Work”) for the Project or 120 days from date of execution of this Agreement, whichever comes first. CM’s obligations pursuant to Section 6.2 Indemnification shall survive and continue after the completion of this Agreement. Agreement Page 5 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 3.0 SCOPE OF SERVICES 3.1 General The CM shall provide the services described in Attachment 1, which is incorporated herein by reference to this Agreement, in a competent and professional manner. The CM shall cooperate with the OWNER and Program Management Team to allow beginning the construction within a reasonable time. The OWNER or OWNER’s Representative shall direct the CM. During this preconstruction period, the CM’s Project Manager will oversee the services the CM to ensure development of a constructible project within the expected budget in accordance with the Contract Documents. 3.2 Detailed Scope of Services The CM shall perform the services as detailed in Attachment 1 – James B. Messerly WPCP 2003 Master Plan Implementation Phase 1 Preconstruction Services Scope of Work which is incorporated herein by reference. 4.0 RELATIONSHIP OF THE PARTIES 4.1 General The CM accepts the relationship of trust and confidence established by this Agreement and covenants with the OWNER to cooperate with the PMT throughout the Project and utilize the CM's best skill, efforts and judgment in furthering the interests of the OWNER; to furnish efficient business administration and supervision; to use best efforts to furnish at all times an adequate supply of staff; and to perform the work in accordance with the Contract Documents and consistent with the interests of the OWNER. The CM recognizes that the OWNER has separate agreements with the ENGINEER for the design of the Project and with the Program Manager, among others, to provide certain construction administration services necessary to ensure that the construction conforms to the Drawings and Specifications The CM further recognizes that in order for the Project to be completed on time and within the GMP, the CM and the PMT need to cooperate closely on a regular basis to revise plans, drawings, specifications, materials, methods, estimates and budgets as necessary to meet the OWNER's financial, time, and operating constraints. Professional Standards The CM shall cooperate fully with all municipalities, local government officials, utility companies, and other consultants as directed by the OWNER. The OWNER and CM agree to work together with all other parties on the basis of trust, good faith and fair dealing, and shall take actions reasonably necessary to enable each other to perform this Agreement in a timely, efficient and economical manner. The parties agree to cooperate in a manner consistent with good design and construction practice and will exercise the degree of skill and diligence normally employed by competent professional construction management firms practicing under similar conditions. Agreement Page 6 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 4.2 Construction Manager (CM). A. The CM shall be an independent contractor and shall be responsible for all obligations arising from its services under this Agreement relating to federal income tax, FICA taxes and contributions, and all other employer taxes and contributions, including, but not limited to, industrial insurance (Workers’ Compensation). The CM agrees to indemnify, defend and hold OWNER harmless from any claims, valid or otherwise, made to OWNER, because of these obligations. B. All employees of the CM, while engaged in the performance of the Work, shall be considered employees of only the CM and not employees of OWNER. The CM shall be solely liable for any and all claims that arise under the Worker's Compensation Act on behalf of said employees and for all claims made by a third party as a consequence of any negligent act or omission on the part of the CM's employees while so engaged on any of the Work C. CM shall comply with all applicable provisions of the Fair Labor Standards Act and other legislation affecting its employees and the rules and regulations issued thereunder insofar as applicable to its employees and shall at all times save OWNER, free, clear and harmless from all actions, claims, demands and expenses arising out of said act, and rules and regulations in connection therewith. D. CM assumes full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes (such as state and, city business and occupation taxes), fees, licenses, excises or payments required by any city, federal or state legislation which are required for the performance of Work pursuant to the Agreement. 5.0 PAYMENT 5.1 General Amounts paid or sought for Preconstruction Services rendered under this Agreement will not be included in either the Fixed Fee or the dollar amount for Specified General Conditions Work. Pursuant to this agreement, CM will be paid monthly for its preconstruction services based on the percentage completion of the tasks delineated in Attachment 1. Said monthly payments shall be advanced against a lump sum dollar amount allocated to each task as set forth in Attachment 2. The CM shall provide adequate supporting documentation required by the owner for each payment request submitted. The owner shall be the sole judge of the adequacy of the supporting documentation.” Extra work required by AUD that is outside of the Scope of Services contained therein Attachment 1, Pre-Construction Services Scope of Work, shall be compensated at the rates stated in Attachment 3.CM shall bear any expense that exceeds the agreed not-to-exceed amount. Payment of the Contract Price shall be full compensation for Work performed or services rendered, including, but not limited to, all labor, materials, supplies, equipment and incidentals necessary to perform CM’s duties under this Agreement. Agreement Page 7 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 5.2 Payment. The CM may submit to the OWNER a monthly invoice, in a form acceptable to the OWNER and accompanied by all support documentation requested by the OWNER, for payment for the services, which were completed during the billing period, according to the percent completion of each task as stated in ATTACHMENT 1.. The OWNER shall review said invoices for approval. The OWNER shall have the right to reject payment of any invoice or part thereof if not properly supported. The OWNER shall pay within 30 days from receipt each such invoice or portion thereof as approved, provided that the approval or payment of any such invoice shall not be considered as acceptance of Work performed or of receipt of acceptance by the OWNER of the service covered by such invoice. Each invoice shall be accompanied by a progress report describing the Work accomplished and any issues or factors, which may inhibit execution of the Work. The CM shall also submit an accurate updated project schedule including an itemized description of the percentage of total Work completed for each task invoiced during the billing period. All invoices submitted by the CM shall be detailed to reflect incurred expenses, labor hours and costs by authorized Task. Invoices shall be submitted to: Augusta PMT Attn.: Clifford Carey, 360 Bay Street, Suite 100 Augusta, Georgia 30901 Invoices under this Agreement shall clearly display the following information (subcontractors’ invoices shall also include this information) and such other information as may reasonably be required by the OWNER: INVOICE DATE and NUMBER The OWNER’s Project Manager (Please do not put PM's name in the address portion of the invoice) Project No. 80130 Project title: James B. Messerly WPCP 2003 Master Plan Implementation Phase 1 Period covered by the invoice Updated Task/Subtask Summary with percent complete 6.0 RISK MANAGEMENT 6.1 Insurance The CM shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy(s) that will insure and indemnify OWNER, ENGINEER, and PROGRAM MANAGER against damages resulting from injuries occurring to persons or property which occur as a result of any negligent act, or omission of the CM in performance of the work during the term of this Agreement. The CM shall file with the PMT and OWNER, evidence of a policy or policies of insurance as enumerated below: Agreement Page 8 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 6.1.1 Commercial General Liability Insurance A commercial general liability insurance written on the insurance industry standards occurrence policy form including all the usual coverages set forth below with the minimum limits set forth below:” At the end of the sentence, add “including all the usual coverages shown below with the minimum limits set forth below:: - Premises/Operations Liability - Products/Completed Operations - Personal/Advertising Injury, to include - Contractual Liability - Stop Gap/Employers Contingent Liability - Explosion, Collapse and Underground - Fire Legal Liability - Designated Construction Projects Such policy(ies) must provide the following limits: Bodily Injury and Property Damage - $ 2,000,000 General Aggregate $ 2,000,000 Products & Completed Operations Aggregate $ 1,000,000 Personal & Advertising Injury $ 1,000,000 Each Occurrence $ 500,000 Fire Damage Stop Gap/ Employers Liability - $ 1,000,000 Each Accident $ 1,000,000 Disease - Policy Limit $ 1,000,000 Disease - Each Employee 6.1.2 Business Automobile Liability CM shall obtain a policy of Business Automobile Liability, including coverage for owned, non- owned, leased or hired vehicles written on an insurance industry standard form or equivalent, and as specified by Insurance Services Office Symbol 1 (any auto). If “pollutants” as defined in exclusion 11 of the commercial auto policy are to be transported, endorsement CA9948 & MCS 90 are required. Such policy(ies) must provide a limit for Bodily Injury and Property Damage of $ 1,000,000 per accident 6.1.3 Worker’s Compensation As respects Workers’ Compensation insurance in the State of Georgia, the CM shall secure its liability for industrial injury to its employees, program participants & volunteers in accordance with the provisions the applicable codes of Georgia. If the CM is qualified as a self-insurer, CM shall so certify by a letter signed by a corporate officer indicating that it is a qualified self- Insured, and setting forth the limits of any policy of excess insurance covering its employees program participants or volunteers; or any similar coverage required. Agreement Page 9 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 The CM hereby assumes all risk of damage to its property, or injury to its officers, directors, agents, CMs, or, invitees, in or about the Project from any cause, and hereby waives all claims against The OWNER except to the extent caused by OWNER’s negligence or willful misconduct. 6.1.4 Valuable Papers Insurance The CM shall secure valuable papers insurance in an amount sufficient to assure the restoration of any plans, drawings, field notes, or other similar data relating to the work covered by the Project. 6.1.5 Professional Liability Insurance The CM shall secure professional liability insurance in an amount of One Million ($1,000,000) Dollars. 6.1.6 Claims Made Form and Deductibles If any such policy (ies) above is written on a claims made form, the retroactive date shall be prior to or coincident with the effective date of this Agreement. The policy shall state that coverage is Claims made, and state the retroactive date. Claims made form coverage shall be maintained by the CM for a minimum of three years following the expiration or earlier termination of this Agreement, and the CM shall annually provide OWNER with proof of renewal. If renewal of the claims made form of coverage becomes unavailable, or economically prohibitive, the CM shall purchase an extended reporting period ("tail") or execute another form of guarantee acceptable to OWNER to assure financial responsibility for liability for services performed. The cost of any claim payments falling within the deductible or self-insured retention amount shall be the responsibility of the CM. 6.1.7 Additional Insured And Primary Insurance Provisions Insurance provided pursuant to sections 6.1.1 and 6.1.2, shall be endorsed to include OWNER, Messerly Design Group (MDG) CH2M HILL, Inc., and their officers, any elected and appointed officials, employees, agents and volunteers as additional insured, and shall not be reduced or canceled without thirty (30) days prior written notice to OWNER, except for ten (10) days prior written notice in the event of cancellation for nonpayment of premium. In addition, CM’s insurance shall be primary but only to the extent of CM’S negligence; any other insurance maintained by OWNER, CH2M HILL, Inc., and MDG shall be excess and not contributing insurance with the CM’s insurance. 6.1.8 Evidence of Insurance The following documents must be provided as evidence of insurance coverage: A A copy of the policy's declarations pages, showing the Insuring Company, Named Insured, policy number, policy effective dates, coverages, limits of liability and the Schedule of Forms and Endorsements. B. A copy of the endorsement designating OWNER, CH2M HILL, Inc., and MDG as an Additional Insured but only to the extent of CM’S negligence (excluding Agreement Page 10 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 Professional Liability Insurance), showing the policy number, and signed by an authorized representative of the insurance company. C. A copy of the "Endorsements Form List" to the policy or policies showing endorsements issued on the policy, and including any company-specific or manuscript endorsements. D. A copy of an endorsement stating that the coverages provided by this policy to OWNER or any other designated insured shall not be terminated, reduced or otherwise materially changed without providing at least thirty (30) days prior written notice to OWNER . 6.1.9 Insurance Conditions The insurance certificates evidencing coverage, including endorsements and subsequent renewals shall be subject to approval by OWNER's Risk Manager as to company form and coverage. The insurance company shall be: A. Rated A- VII or higher in the A. M. Best’s Key Rating Guide. B. Licensed to do business in the State of Georgia. 6.1.10 Subcontractors The CM shall obtain from each Sub-contractor, evidence of insurance meeting all the requirements of sections 6.1.1 and 6.1.2. 6.2 Responsibility for Claims and Liability. The CM shall be responsible for any and all damages to properties or persons caused by its employees, subcontractors, or agents, and shall hold harmless OWNER, CH2M HILL, Inc., and MDG their officers, agents and employees from all suits, claims, actions or damages of any nature whatsoever to the extent found to be resulting from the CM, its subcontracts, or agents in the negligent performance or non-performance of work under this Agreement. These indemnities shall not be limited by reason of the listing of any insurance coverage. 7.0 NOTICES A. Notices to OWNER shall be sent to the following address: Augusta PMT Attn: Clifford Carey,. 360 Bay Street, Suite 100 Augusta, GA 30901 B. Notices to the CM shall be sent to the following address: Parsons Water & Infrastructure, Inc. Attn: Tony Taylor, V.P. 5390 Triangle Parkway, Suite 100 Norcross, Georgia 30092 Agreement Page 11 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 8.0 TERMINATION OWNER may terminate this Agreement at any time by sending written notice of termination to CM (“Notice”). The Notice shall specify a termination date (“Termination Date”) at least ten (10) business days after the date the Notice is issued. The Notice shall be effective (“Notice Date”) upon the earlier of either actual receipt by CM (whether by fax, mail, delivery or other method reasonably calculated to be received by CM in a reasonably prompt manner) or three calendar days after issuance of the Notice. Upon the Notice Date, CM shall immediately commence to end the Work in a reasonable and orderly manner. The CM shall be paid or reimbursed for: (a) all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments previously made; and (b) those hours worked and Eligible Expenses incurred after the Notice Date, but prior to the Termination Date, that were reasonably necessary to terminate the Work in an orderly manner. The Notice shall be sent by the United States Mail to CM’s address provided herein, postage prepaid, certified or registered mail, return receipt requested, hand delivery or statutory overnight courier. Termination pursuant to this section does not waive, release or forego any legal remedy for any violation, breach or non-performance of any of the provision of this Agreement. 9.0 MISCELLANEOUS 9.1 Compliance With Law 9.1.1 General Requirement The CM, at its sole cost and expense, shall perform and comply with all applicable laws of the United States and the State of Georgia; the Consolidation Act and Augusta Municipal Code, and ordinances of Augusta; rules, regulations, orders, and directives of their administrative agencies and their officers; and any and all conditions, terms and requirements of any federal, state or other grant that wholly or partially funds CM’s work hereunder, including but not limited to the Open Records laws and the requirements for local, minority and women owned businesses. 9.1.2 Licenses and Similar Authorizations Prior to performing any work pursuant to this Agreement, the CM shall secure and maintain in full force and effect at its own expense during the term of this Agreement all required licenses, permits, and similar legal authorizations required for performance of CM’S Work, and comply with all related requirements, including, but not limited to, any State of Georgia business licenses, Department of Revenue account and/or unified business identifier number as required , and an Augusta business license. 9.1.3 Taxes The CM shall pay, before delinquency, all taxes, levies, and assessments arising from its activities and undertakings under this Agreement; taxes levied on its property, equipment and improvements; and taxes on the CM's interest in this Agreement and any leasehold interest deemed to have been created. Agreement Page 12 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 9.1.4 Americans with Disabilities Act The CM shall comply with all applicable provisions of the Americans with Disabilities Act of 1990 (ADA) in performing its obligations under this Agreement. In particular, if the CM is providing services, programs, or activities to OWNER employees or members of the public as part of this Agreement, the CM shall not deny participation or the benefits of such services, programs, or activities to people with disabilities on the basis of such disability. Failure to comply with the provisions of the ADA shall be a material breach of, and grounds for the immediate termination of, this Agreement. 9.2 Governing Law and Venue The laws of the State of Georgia shall govern the Agreement and the rights of the parties herein. Venue shall only be appropriate for Augusta, Georgia in the Superior Court of Richmond County, Georgia. 9.3 Successors and Assigns OWNER and CM respectively bind themselves, their partners, successors, assigns, and legal representatives to the other Party hereto and to partners, successors, assigns, and legal representatives of such other Party in respect to covenants, agreements, and obligations contained in this Agreement. Neither Party shall assign the Work without written consent of the other, except that CM may assign the Work for security purposes, to a bank or lending institution authorized to do business in the State of Georgia. If either Party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations set forth in this Agreement. 9.4 Meaning of Words Unless otherwise stated in the Agreement, and Contract Documents, words which have well- known technical or construction industry meanings are used in the Agreement and Contract Documents in accordance with such recognized meanings. 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 be to the latest standard specification, manual, or code in effect on the date for submission of bids, except as may be otherwise specifically stated. Wherever in the Drawings and Specifications an article, device, or piece of equipment is referred to in the singular manner, such reference shall apply to as many such articles as are shown on the drawings, or required to complete the installation. 9.5 Rights and Remedies No action or failure to act by OWNER shall constitute a waiver of a right or duty afforded them under this Agreement, nor shall such action or failure to act constitute approval of an acquiescence in a breach therein, except as may be specifically agreed in writing. 9.6 CM Registration CM shall be registered or licensed as required by the laws of the State of Georgia including registration with the Office of the Secretary of State of Georgia, Corporations Division. Agreement Page 13 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 9.7 Time Computations When computing any period of time, the day of the event from which the period of time begins shall not be counted. The last day is counted unless it falls on a weekend or legal holiday, in which event the period runs until the end of the next day that is not a weekend or holiday. When the period of time allowed is less than 7 days, intermediate Saturdays, Sundays, and legal holidays are excluded from the computation. A calendar day of twenty-four hours measured from midnight to the next midnight shall constitute a day. 9.8 Records Retention The wage, payroll, and cost records of CM, and its Subcontractors, and all records subject to audit in accordance with section 9.10, shall be retained for a period of not less than two (2) years after the date of Completion or final payment whichever first occurs. 9.9 Third–Party Agreements, Beneficiaries This Agreement shall not be construed to create a contractual relationship of any kind between: between any parties other than the CM and OWNER and no third party beneficiaries shall be recognized by this Agreement. 9.10 Audit The CM shall permit OWNER and/or any other governmental agency that is involved in the funding of the project (hereinafter referred to as "Agency"), including up to two (2) years after the final payment has been made under this Agreement, to inspect and audit at any and all reasonable times in Richmond County, Georgia, or at such other reasonable location as the Agency selects, all pertinent books and records of the CM and any subcontractors or other person or entity that has performed work in connection with or related to the CM's services under this Agreement to verify, among other things, that the compensation or other consideration provided to the CM has been appropriate, and that the contracted-for services were actually provided; and shall supply OWNER with, or shall permit the Agency to make, a copy of any directly pertinent books and records and any portion thereof, upon the Agency's request. However audit rights shall not extend to lump sums, unit rates or costs expressed as a percentage of other costs The CM shall ensure that such inspection, audit and copying right of the Agency is a condition of any subcontract, agreement or other arrangement under which any other person or entity is permitted to perform work in connection with or related to the CM's services under this Agreement. 9.11 No Agency Created The CM is not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of OWNER or to bind OWNER in any manner or thing whatsoever. 9.12 Assignment and Subcontracting CM shall not sublet or assign any of the Work without the express, prior written consent of OWNER. The CM shall be responsible for ensuring that all subcontractors comply with the obligations and requirements of this Agreement. Agreement Page 14 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 9.13 Amendments No modification or amendment of the provisions hereof shall be effective unless in writing and signed by authorized representatives of the Parties. The Parties expressly reserve the right to modify this Agreement, from time to time, by mutual agreement. 9.14 Executory Agreement This Agreement shall not be valid until signed by both Parties. 9.15 Remedies Cumulative Rights under this Agreement are cumulative; the failure to exercise on any occasion any right shall not operate to forfeit such right on another occasion. The use of one remedy shall not be taken to exclude or waive the right to use another. 9.16 Captions The titles of sections are for convenience only and do not define or limit the contents. 9.17 Invalidity of Particular Provisions A judicial determination that any term, provision, condition, or other portion of this Agreement, or its application, is inoperative, invalid, or unenforceable shall not affect the remaining terms, provisions, conditions, or other portions of this Agreement, nor shall such a determination affect the application of such term, provision, condition, or portion to persons or in circumstances other than those directly involved in the determination in which it is held to be inoperative, invalid, or unenforceable, and as to such other persons or in such other circumstances it shall continue in full force and effect. 9.18 No Waiver No waiver of full performance by either party shall be construed, or operate, as a waiver of any subsequent default or breach of any of the terms, covenants or conditions of this Agreement. The payment of compensation to the CM shall not be deemed a waiver of any right or the acceptance of defective performance. 9.19 Intellectual Property Reports, drawings, plans, specifications and any other intangible property created in furtherance of the Work are property of OWNER for all purposes, whether the project for which they are made is executed or not, and may be used by OWNER for any purpose, provided however that any use other than for the Project shall be at OWNER’s sole discretion and liability. Unless otherwise expressly agreed in writing, all intellectual property rights in such documents or intangible property created pursuant to this Agreement belong to OWNER. CM retains any intellectual property rights in documents and intangible property created by CM prior to the Effective Date or not created by CM for performance of this Agreement. 9.20 Integration This Agreement represents the entire and integrated agreement between the Parties and supersedes prior negotiations, representation or agreements, either written or oral. The Parties Agreement Page 15 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 recognizes that this Agreement is intended to be integrated with the final CM construction contract that will be executed at the completion of GMP negotiations. 9.21 Conflict of Interest The CM agrees that it presently has no interest and shall acquire no interest, direct or indirect, that would conflict in any manner or degree with the performance of its services hereunder. The CM further agrees that, in the performance of the Agreement, no person having such interest shall be employed. 9.22 Interest of Public Officials No member, officer, or employee of the OWNER during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. 9.23 Employment of Owner’s Personnel The CM shall not employ any person or persons in the employ of the OWNER for any work required by the terms of the Agreement, without the written permission of the OWNER except as may otherwise be provided for herein. 9.24 Employment The CM warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CM, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CM, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, OWNER shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Contract Price or consideration or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 9.25 Equal Employment Opportunity During the performance of this Agreement, the CM agrees as follows: (1) the CM will not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin; (2) the CM will, in all solicitations or advertisements for employees placed by qualified applicants, receive consideration for employment without regard to race, creed, color, sex or national origin; (3) the CM will cause the foregoing provisions to be inserted in all subcontracts for any work covered by the Agreement so that such provision will be binding upon each subcontractor, provided that the foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies of raw materials. 9.26 Drug Free Workplace CM shall be responsible for insuring that its employees shall not be involved in any manner with the unlawful manufacture, distribution, dispensation, possession, sale or use of a controlled substance in the workplace. For purposes of the policy, “workplace” is defined as OWNER owned or leased property, vehicles, and project or client site. Any violation of the prohibitions may result in discipline and/or immediate discharge. Agreement Page 16 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 CM shall notify the appropriate federal agencies of an employee who has a criminal drug statute conviction for workplace violation. CM may require drug or alcohol testing of employees when contractually or legally obligated, or when good business practices would dictate. 9.27 Anti-Kickback Clause Salaries of employees performing work under this Agreement shall be paid unconditionally and not less often than once a month without deduction or rebate on any account except only such payroll deductions as are mandatory by law. The CM hereby promises to comply with all applicable "Anti-kickback" laws, and shall insert appropriate provisions in all subcontracts covering work under this Agreement. 9.28 Verbal Agreement or Conversation No verbal agreement or conversation with any officer, agent, or employee of OWNER, either before, during, or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained, nor shall such verbal agreement or conversation entitle the CM to any additional payment whatsoever under the terms for this Agreement. All changes to this Agreement shall be in writing and appended hereto as prescribed in 9.13 above. 9.29 Personnel The CM represents that it has secured or will secure, at its own expense, all personnel necessary to complete this Agreement; none of whom shall be employees of, or have any contractual relationship with, OWNER. All of the services required hereunder will be performed by the CM under its supervision, and all personnel engaged in the work shall be qualified and shall be authorized or permitted under law to perform such services. All key professional personnel, including subcontractors, engaged in performing services for the CM under this agreement are indicated in personnel listing attached hereto as Attachment 2 – Listing of Key Personnel and incorporate herein by reference. No changes or substitution shall be permitted in the CM’S Key Personnel without the prior written approval of OWNER or its designee, which approval shall not be unreasonably withheld. The CM shall employ only persons duly registered in the appropriate category in responsible charge of supervision and construction of the work. The CM shall endorse all reports, contract plans, and survey data. Such endorsements shall be made by a person duly registered in the appropriate category of Professional Engineering, being in the full employ of the CM and responsible for the work prescribed by this Agreement. Agreement Page 17 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 IN WITNESS WHEREOF, OWNER and CM have executed this Agreement as of the date first above written. OWNER: AUGUSTA, GEORGIA ATTEST: SEAL By: __________________________________ By: ___________________________________ The Honorable Deke Copenhaver Lena J. Bonner Mayor Clerk of the Commission Date: _________________ Date: _________________ APPROVED AS TO FORM: DEPARTMENT APPROVAL: By: _____________________________________ By: ___________________________________ Stephen E. Shepard N. Max Hicks, PE County Attorney Director, Augusta Utilities Department Date: _________________ Date: _________________ CONSTUCTION MANAGER: PARSONS WATER & INFRASTRUCTURE INC. ATTEST: SEAL By: _____________________________________ By: ___________________________________ Name: Name: Title: Title: Agreement Page 18 of 20 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 Date: _________________ Date: ________________ Agreement Page 19 of 20 AUGUSTA - GENERAL CONDITIONS September 2005 GENERAL CONDITIONS TABLE OF CONTENTS Article 1 – Definitions GC-1 Article 2 – Preliminary Matters GC-4 Delivery of Bonds GC-4 Copies of Documents GC-4 Commencement of Contract Time, Notice to Proceed GC-4 Starting the Project GC-4 Before Starting Construction GC-4 Pre-construction Conference GC-5 Finalization Schedules GC-5 Article 3 - Contract Documents: Intent, Amending, Reuse GC-6 Intent GC-6 Amending and Supplementing Contract Documents GC-6 Reuse of Documents GC-7 Article 4 - Availability of Lands, Physical Conditions; Reference Points GC-8 Availability of Lands GC-8 Physical Conditions GC-8 Physical Conditions-Underground Facilities GC-9 Reference Points GC-9 Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material GC-10 Article 5 – Bonds and Insurance GC-11 Performance and Other Bonds GC-11 Licensed Sureties and Insurers; Certificates of Insurance GC-11 CONTRACTOR’s Liability Insurance GC-11 Contractual Liability Insurance GC-12 OWNER’s Liability Insurance GC-12 Property Insurance GC-12 Waiver of Rights GC-13 Receipt and Application of Proceeds GC-14 Receipt and Application of Insurance Proceeds GC-14 Acceptance of Insurance GC-14 Partial Utilization-Property Insurance GC-14 Indemnification GC-15 Article 6 – CONTRACTOR’s Responsibilities GC-16 Labor, Materials and Equipment GC-16 Adjusting Progress Schedule GC-16 Substitutes or “Or-Equal” Items GC-17 Concerning Subcontractors, Suppliers and Others GC-17 GC 1 AUGUSTA - GENERAL CONDITIONS September 2005 Patent Fees and Royalties GC-18 Permits GC-18 Laws and Regulations GC-19 Taxes GC-19 Use of Premises GC-19 Record Documents GC-20 Safety and Protection GC-20 Emergencies GC-20 Shop Drawings and Samples GC-21 Continuing the Work GC-22 Cleaning Up GC-22 Indemnification GC-22 Article 7 – Other Work GC-24 Related Work at Site GC-24 Coordination GC-24 Article 8 – OWNER’s Responsibilities GC-25 Article 9 – Professional’s Status During Construction GC-26 OWNER’s Representative GC-26 Visits to Site GC-26 Project Representative GC-26 Clarifications and Interpretations GC-26 Authorized Variations in Work GC-26 Rejecting Defective Work GC-27 Shop Drawings, Change Orders and Payments GC-27 Determinations for Unit Prices GC-27 Decisions on Disputes GC-27 Limitations on PROFESSIONAL’s Responsibilities GC-28 Article 10 – Changes in the Work GC-29 Article 11 – Change of Contract Price GC-30 Cost of the Work GC-31 CONTRACTOR’s Fee GC-33 Cash Allowances GC-34 Unit Price Work GC-34 Article 12 – Change of Contract Time GC-36 Article 13 – Warranty and Guarantee; Tests and Inspections: Correction, Removal or acceptance of Defective Work GC-37 Warranty and Guarantee GC-37 Access to Work GC-37 GC 2 AUGUSTA GENERAL CONDITIONS September 2005 Tests and Inspections GC-37 Uncovering Work GC-38 OWNER May Stop the Work GC-38 Correction or Removal of Defective Work GC-38 One Year Correction Period GC-39 Acceptance of Defective Work GC-39 OWNER May Correct Defective Work GC-39 Neglected Work by Contractor GC-40 Article 14 – Payments to CONTRACTOR and Completion GC-41 Schedule of Values GC-41 Application for Progress Payment GC-41 CONTRACTOR’s Warranty of Title GC-41 Review of Applications for Progress Payment GC-41 Substantial Completion GC-42 Partial Utilization GC-43 Final Inspection GC-44 Final Application for Payment GC-44 Final Payment and Acceptance GC-45 CONTRACTOR’s Continuing Obligation GC-46 Waiver of Claims GC-46 Article 15 – Suspension of Work and Termination GC-47 OWNER May Suspend Work GC-47 Termination for Cause GC-47 Termination for Convenience GC-48 CONTRACTOR May Stop Work or Terminate GC-49 Article 16 – Dispute Resolution GC-50 Article 17 – Miscellaneous GC-51 Giving Notice GC-51 Computation of Time GC-51 General GC-51 Substitutions GC-52 Sanitary Sewer Overflow Prevention GC-52 Program Manager GC-53 GC 3 Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 1 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement GENERAL CONDITIONS ARTICLE I--DEFINITIONS Wherever used in these General Conditions or in the other Contract Documents the following terms have the meanings indicated, which are applicable to both the singular and plural thereof: Addenda -Any changes, revisions or clarifications of the Contract Documents which have been duly issued by OWNER to prospective Bidders prior to the time of opening of Bids. Agreement-The written agreement between OWNER and CONTRACTOR covering the Work to be performed; other Contract Documents are attached to the Agreement and made a part thereof as provided therein. Application for Payment-The form accepted by PROFESSIONAL which is to be used by CONTRACTOR in requesting progress or final payments and which is to include such supporting documentation as is required by the Contract Documents. Bid-The offer or proposal of the bidder submitted on the prescribed form setting forth the price(s) for the Work to be performed. Bonds-Bid, performance and payment bonds and other instruments of security furnished by CONTRACTOR and its Surety in accordance with the Contract Documents. Change Order-- A document recommended by PROFESSIONAL, which is signed by CONTRACTOR and OWNER, and authorizes an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Agreement. Contract Documents-The Agreement: Addenda (which pertain to the Contract Documents); CONTRACTOR's Bid (including documentation accompanying the Bid and any post-Bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the Agreement; the Bonds; these General Conditions; the Supplementary Conditions; the Plans, Specifications and the Drawings as the same are more specifically identified in the Agreement; Certificates of Insurance; Notice of Award; and Change Order duly delivered after execution of Contract together with all amendments, modifications and supplements issued pursuant to paragraphs 3.3 and 3.5 or after the Effective Date of the Agreement. Contract Price-The moneys payable by OWNER to CONTRACTOR under the Contract Documents as stated in the Agreement (subject to the provisions of paragraph 11.9.1 in the case of Unit Price Work). Contract Time-The number of days (computed as provided in paragraph 17.2.1) or the date stated in the Agreement for the completion of the Work. CONTRACTOR -The person, firm or corporation with whom OWNER has entered into the Agreement. COUNTY-Richmond County, Georgia, or Augusta, Georgia, political subdivisions of the State of Georgia, the Augusta-Richmond County Commission, and its authorized designees, agents, or employees. Day -Either a working day or calendar day as specified in the bid documents. If a calendar day shall fall on a legal holiday, that day will be omitted from the computation. Legal Holidays: New Year’s Day, Martin Luther King Day, Memorial Day, 4th of July, Labor Day, Veterans Day, Thanksgiving Day and the following Friday, and Christmas Day. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 2 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement Defective-An adjective which, when modifying the word Work, refers to Work that is unsatisfactory, faulty or deficient, does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test or approval referred to in the Contract Documents, or has been damaged prior to PROFESSIONAL's recommendation of final payment, unless responsibility for the protection thereof has been assumed by OWNER at Substantial Completion (in accordance with paragraph 14.8 or 14.10). Drawings-The drawings which show the character and scope of the Work to be performed and which have been prepared or approved by PROFESSIONAL and are referred to in the Contract Documents. Effective Date of the Agreement-The date indicated in the Agreement on which it becomes effective, but if no such date is indicated it means the date on which the Agreement is signed by the Mayor of Augusta, Georgia. Field Order-A written order issued by PROFESSIONAL that modifies Drawings and Specifications, but which does not involve a change in the Contract Price or the Contract Time. General Requirements-Sections of Division I of the Specifications. Laws or Regulations-Laws, rules, regulations, ordinances, codes and/or orders. Notice of Award-The written notice by OWNER to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified, OWNER will sign and deliver the Agreement. Notice to Proceed-A written notice given by OWNER to CONTRACTOR (with a copy to PROFESSIONAL) fixing the date on which the Contract Time will commence to run and on which CONTRACTOR shall start to perform CONTRACTOR'S obligations under the Contract Documents. OWNER- Augusta, Georgia, and the Augusta-Richmond County Commission. Partial Utilization-Placing a portion of the Work in service for the purpose for which it is intended or for a related purpose) before reaching Substantial Completion for all the Work. PROFESSIONAL-The Architectural/Engineering firm or individual or in-house licensed person designated to perform the design and/or resident engineer services for the Work. PROGRAM MANAGER – The professional firm or individual designated as the representative or the OWNER who shall act as liaison between OWNER and both the PROFESSIONAL and CONTRACTOR when project is part of an OWNER designated program. Project-The total construction of which the Work to be provided under the Contract Documents may be the whole, or a part, as indicated elsewhere in the Contract Documents. Project Area-The area within which are the specified Contract Limits of the improvements contemplated to be constructed in whole or in part under this Contract. Project Manager-The professional in charge, serving OWNER with architectural or engineering services, his successor, or any other person or persons, employed by said OWNER, for the purpose of directing or having in charge the work embraced in this Contract. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 3 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement Resident Project Representative-The authorized representative of PROFESSIONAL as PROGRAM MANAGER who is assigned to the site or any part thereof. Shop Drawings-All drawings, diagrams, illustrations, schedules and other data which are specifically prepared by or for CONTRACTOR to illustrate some portion of the Work and all illustrations, brochures, standard schedules, performance charts, instructions, diagrams and other information prepared by a Supplier and submitted by CONTRACTOR to illustrate material or equipment for some portion of the Work. Specifications-Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto. Subcontractor-An individual, firm or corporation having a direct contract with CONTRACTOR or with any other SUBCONTRACTOR for the performance of a part of the Work at the site. Substantial Completion-The Work (or a specified part thereof) has progressed to the point where, in the opinion of PROFESSIONAL as evidenced by PROFESSIONAL's definitive certificate of Substantial Completion, it is sufficiently complete, in accordance with the Contract Documents, so that the Work (or specified part) can be used for the purposes for which it is intended, or if there be no such certificate issued, when final payment is due in accordance with paragraph 14.13. The terms "substantially complete" and "substantially completed" as applied to any Work refer to Substantial Completion thereof. Supplementary Conditions-The part of the Contract Documents which amends or supplements these General Conditions. Supplier-A manufacturer, fabricator, supplier, distributor, materialman or vendor. Underground Facilities-All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels or other such facilities or attachments, and any encasement containing such facilities which have been installed underground to furnish any of the following services or materials: electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, sewage and drainage removal, traffic or other control systems, or water. Unit Price Work-Work to be paid for on the basis of unit prices. Work-The entire completed construction or the various separately identifiable parts thereof required to be furnished under the Contract Documents. Work is the result of performing services, furnishing labor and furnishing and incorporating materials and equipment into the construction, and furnishing documents, all as required by the Contract Documents. Work Change Directive-A written directive to CONTRACTOR, issued on or after the Effective Date of the Agreement and signed by OWNER and recommended by PROFESSIONAL, ordering an addition, deletion or revision in the Work, or responding to differing or unforeseen physical conditions under which the Work is to be performed as provided in paragraph 4.2 or 4.3 or to emergencies under paragraph 6.22. A Work Change Directive may not change the Contract Price or the Contract Time but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Time as provided in Article 10. Written Amendment-A written amendment of the Contract Documents, signed by OWNER and Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 4 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement CONTRACTOR on or after the Effective Date of the Agreement and normally dealing with the non-engineering or non-technical rather than strictly Work-related aspects of the Contract Documents. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 5 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 2-PRELIMINARY MATTERS Delivery of Bonds: 2.1. When CONTRACTOR delivers the executed Agreements to OWNER, CONTRACTOR shall also deliver to OWNER such Bonds as CONTRACTOR may be required to furnish in accordance with these Contract Documents. Copies of Documents: 2.2. After the award of the Contract, OWNER shall furnish CONTRACTOR, at no cost, one (1) complete set of the Contract Documents for execution of the work. Additional sets of the project manual and drawings and/or individual pages or sheets of the project manual or drawings will be furnished by COUNTY upon CONTRACTOR’s request and at CONTRACTOR’s expense, which will be OWNER’s standard charges for printing and reproduction. Commencement of Contract Time, Notice to Proceed: 2.3. The Contract Time shall commence as established in the Notice to Proceed. A Notice to Proceed may be given at any time after the Effective Date of the Contract. Starting the Project: 2.4. CONTRACTOR shall begin the Work on the date the Contract Time commences. No Work shall be done prior to the date on which the Contract Time commences. Any Work performed by CONTRACTOR prior to date on which Contract Time commences shall be at the sole risk of CONTRACTOR. Before Starting Construction: 2.5. Before undertaking each part of the Work, CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements. CONTRACTOR shall promptly report in writing to PROFESSIONAL any conflict, error, ambiguity, or discrepancy which CONTRACTOR may discover and shall obtain a written interpretation or clarification from PROFESSIONAL before proceeding with any Work affected thereby. CONTRACTOR shall be liable to OWNER for failure to report any conflict, error, ambiguity or discrepancy in the Contract Documents, if CONTRACTOR knew or reasonably should have known thereof. 2.6. Within ten days after the Effective Date of the Agreement (unless otherwise specified in the General Requirements), CONTRACTOR shall submit to PROFESSIONAL and OWNER for review: 2.6.1. an estimated progress schedule indicating the starting and completion dates of the various stages of the Work: 2.6.2. a preliminary schedule of Shop Drawing and Sample submissions, and 2.6.3. a preliminary schedule of values for all of the Work which will include quantities and prices of items aggregating the Contract Price and will subdivide the Work into component parts in sufficient detail to serve as the basis for progress payments during construction. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work which will be confirmed in writing by CONTRACTOR at Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 6 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement the time of submission. 2.7. Before any Work at the site is started, CONTRACTOR shall deliver to OWNER, with copies to each additional insured identified in the Supplementary Conditions, an original policy or certified copies of each insurance policy (and other evidence of insurance which OWNER may reasonably request) which CONTRACTOR is required to purchase and maintain in accordance with Article 5. Pre-construction Conference: 2.8. Before any Work at the site is started, a conference attended by CONTRACTOR, OWNER , PROFESSIONAL and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in 2.6 as well as procedures for handling Shop Drawings and other submittals, processing applications for payment and maintaining required records. Finalizing Schedules: 2.9. At least ten days before submission of the first Application for Payment, a conference attended by CONTRACTOR, PROFESSIONAL and OWNER and others as appropriate will be held to finalize the schedules submitted in accordance with paragraph 2.6. CONTRACTOR shall have an additional ten (10) calendar days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to CONTRACTOR until the schedules are submitted and acceptable to OWNER and PROFESSIONAL as provided below. The finalized progress schedule will be acceptable to OWNER and PROFESSIONAL as providing an orderly progression of the Work to completion within any specified Milestones and the Contract Time, but such acceptance will neither impose on PROFESSIONAL responsibility for the sequencing, scheduling or progress of the Work nor interfere with or relieve CONTRACTOR from full responsibility therefor. The finalized schedule of Shop Drawing submissions and Sample submissions will be acceptable to PROFESSIONAL as providing a workable arrangement for reviewing and processing the submissions. CONTRACTOR's schedule of values shall be approved by PROFESSIONAL as to form and substance. CONTRACTOR, in addition to preparing an initially acceptable schedule, shall be responsible for maintaining the schedule, including updating schedule. Schedule updates shall include progression of work as compared to scheduled progress on work. Schedule updates shall accompany each pay request. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 7 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 3-CONTRACT DOCUMENTS; INTENT, AMENDING, REUSE Intent: 3.1. The Contract Documents comprise the entire agreement between OWNER and CONTRACTOR concerning the Work. The Contract Documents are complementary: what is called for by one is as binding as if called for by all. The Contract Documents will be construed in accordance with the law of the State of Georgia. 3.2. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Documents. Any Work, materials or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be supplied whether or not specifically called for. When words or phrases which have a well-known technical or construction industry or trade meaning are used to describe Work, materials or equipment, such words shall be interpreted in accordance with that meaning. 3.3. Except as otherwise specifically stated in the Contract Documents or as may be provided by amendment or supplement thereto issued by one of the methods indicated in 3.6 or 3.7, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity or discrepancy between the provisions of the Contract Documents and the provisions of any such standard, specification, manual, code or instruction (whether or not specifically incorporated by reference in the Contract Documents) and the provisions of any such Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). Clarifications and interpretations of the Contract Documents shall be issued by PROFESSIONAL as provided in paragraph 9.4. 3.4. Reference to standards, specifications, manuals or codes of any technical society, organization or association, or to the Laws or Regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard, specification, manual, code or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 3.5. If, during the performance of the Work, CONTRACTOR discovers any conflict, error, ambiguity or discrepancy within the Contract Documents or between the Contract Documents and any provision of any such Law or Regulation applicable to the performance of the Work or of any such standard, specification, manual or code or of any instruction of any Supplier referred to in 6.7, CONTRACTOR shall so report to PROFESSIONAL in writing at once and before proceeding with the Work affected thereby and shall obtain a written interpretation or clarification from PROFESSIONAL; however, CONTRACTOR shall not be liable to OWNER or PROFESSIONAL for failure to report any conflict, error, ambiguity or discrepancy in the Contract Documents unless CONTRACTOR had actual knowledge thereof or should reasonably have known thereof. Amending and Supplementing Contract Documents: 3.6. The Contract Documents may be amended to provide for additions, deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways: 3.6.1. a formal Written Amendment, Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 8 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement 3.6.2. a Change Order (pursuant to paragraph 10.3), or 3.6.3. a Work Change Directive (pursuant to paragraph 10.4). As indicated in paragraphs 11.2 and 12.1, Contract Price and Contract Time may only be changed by a Change Order or a Written Amendment. 3.7. In addition, the requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work may be authorized in one or more of the following ways: 3.7.1. a Field Order (pursuant to paragraph 9.5). 3.7.2. PROFESSIONAL's approval of a Shop Drawing or sample (pursuant to paragraphs 6.24 and 6.26), or 3.7.3. PROFESSIONAL's written interpretation or clarification (pursuant to paragraph 9.4). Reuse of documents: 3.8. Neither CONTRACTOR nor any Subcontractor or Supplier or other person or organization performing or furnishing any of the Work under a direct or indirect contract with OWNER shall have or acquire any title to or OWNERSHIP rights in any of the Drawings, Specifications or other documents (or copies of any thereof) prepared by or bearing the seal of PROFESSIONAL or PROFESSIONAL's consultant; and they shall not reuse such Drawings, Specifications or other documents (or copies of any thereof) on extensions of the Project or any other project without written consent of OWNER and PROFESSIONAL and specific written verification or adaptation by PROFESSIONAL. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 9 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 4-AVAILABILITY OF LANDS, PHYSICAL CONDITIONS; REFERENCE POINTS Availability of Lands: 4.1. OWNER shall furnish, as indicated in the Contract Documents, the lands upon which the Work is to be performed, rights-of-way and easements for access thereto, and such other lands which are designated for the use of CONTRACTOR. Necessary easements or rights-of-way will be obtained and expenses will be borne by OWNER. If CONTRACTOR and OWNER are unable to agree on entitlement to or the amount or extent of any adjustments in the Contract Price or the Contract Times as a result of any delay in OWNER’s furnishing these lands, rights-of-way or easements, the CONTRACTOR may make a claim therefor as provided in Articles 11 and 12. The CONTRACTOR shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. Physical Conditions: 4.2.1. Explorations and Reports: Reference is made to the Supplementary Conditions for identification of those reports of explorations and tests of subsurface conditions at or contiguous to the site that have been utilized in preparing the Contract Documents and those drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site (except Underground Facilities) that have been utilized in preparing the Contract Documents. 4.2.2. CONTRACTOR may rely upon the general accuracy of the "technical data" contained in such reports and drawings. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," CONTRACTOR may not rely upon or make any claim against OWNER, PROFESSIONAL, or any of PROFESSIONAL's Consultants with respect to: 4.2.2.1. the completeness of such reports and drawings for CONTRACTOR's purposes, including but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by CONTRACTOR and safety precautions and programs incident thereto, or 4.2.2.2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings, or 4.2.2.3. any CONTRACTOR interpretation of or conclusion drawn from any "technical data" or any such data, interpretations, opinions or information. 4.2.3. If conditions are encountered, excluding existing utilities, at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then CONTRACTOR shall give OWNER notice thereof promptly before conditions are disturbed and in no event later than 48 hours after first observance of the conditions. 4.2.4. The OWNER and PROFESSIONAL shall promptly investigate such conditions, and, if they differ materially and cause an increase or decrease in CONTRACTOR’s cost of, or time required for, performance of any part of the Work, the OWNER and PROFESSIONAL shall recommend an equitable adjustment in the Contract Price or Contract Time, or both. If the OWNER and PROFESSIONAL determine that the conditions at the Site are not materially different from those indicated in the Contract Documents or Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 10 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement are not materially different from those ordinarily found and that no change in the terms of the Contract is justified, the PROFESSIONAL shall notify CONTRACTOR of the determination in writing. The Work shall be performed after direction is provided by the PROFESSIONAL. Physical Conditions-Underground Facilities: 4.3.1. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the site is based on information and data furnished to OWNER or PROFESSIONAL by OWNER’S of such Underground Facilities or by others. Unless it is otherwise expressly provided in the Supplementary Conditions: 4.3.1.1. OWNER and PROFESSIONAL shall not be responsible for the accuracy or completeness of any such information or data; and 4.3.1.2. The cost of all of the following will be included in the Contract Price and CONTRACTOR shall have full responsibility for reviewing and checking all such information and data for locating all Underground Facilities shown or indicated in the Contract Documents, for coordination of the Work with the OWNER’S of such Underground Facilities during construction, for the safety and protection thereof as provided in paragraph 6.20 and repairing any damage thereto resulting from the Work, the cost of all of which will be considered as having been included in the Contract Price. 4.3.2. Not Shown or Indicated. If an Underground Facility is uncovered or revealed at or contiguous to the site which was not shown or indicated in the Contract Documents and which CONTRACTOR could not reasonably have been expected to be aware of, CONTRACTOR shall, promptly after becoming aware thereof and before performing any Work affected thereby except in an emergency as permitted by paragraph 6.22, identify the OWNER of such Underground Facility and give written notice thereof to that OWNER and to OWNER and PROFESSIONAL. PROFESSIONAL will promptly review the Underground Facility to determine the extent to which the Contract Documents should be modified to reflect and document the consequences of the existence of the Underground Facility, and the Contract Documents will be amended or supplemented to the extent necessary. During such time, CONTRACTOR shall be responsible for the safety and protection of such Underground Facility as provided in paragraph 6.20. CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, to the extent that they are attributable to the existence of any Underground Facility that was not shown or indicated in the Contract Documents and which CONTRACTOR could not reasonably have been expected to be aware of. If the parties are unable to agree as to the amount or length thereof, CONTRACTOR may make a claim therefor as provided in Articles 11 and 12. Reference Points: 4.4. OWNER shall provide Engineering surveys to establish reference points for construction which in PROFESSIONAL's judgment are necessary to enable CONTRACTOR to proceed with the Work. CONTRACTOR shall be responsible for laying out the Work (unless otherwise specified in the General Requirements), shall protect and preserve the established reference points and shall make no changes or relocations without the prior written approval of OWNER. CONTRACTOR shall report to PROFESSIONAL whenever any reference point is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points by professionally qualified personnel. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 11 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material: 4.5 OWNER shall be responsible for any Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material uncovered or revealed at the site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work and which may present a substantial danger to persons or property exposed thereto in connection with the Work at the site. OWNER shall not be responsible for any such materials brought to the site by CONTRACTOR, Subcontractor, Suppliers or anyone else for whom CONTRACTOR is responsible. 4.6 CONTRACTOR shall immediately: (i) stop all work in connection with such hazardous condition and in any area affected thereby (except in an emergency as required by 6.22), and (ii) notify OWNER and PROFESSIONAL (and thereafter confirm such notice in writing). OWNER shall promptly consult with PROFESSIONAL concerning the necessity for OWNER to retain a qualified expert to evaluate such hazardous condition or take corrective action, if any. CONTRACTOR shall not be required to resume Work in connection with such hazardous condition or in any such affected area until after OWNER has obtained any required permits related thereto and delivered to CONTRACTOR special written notice (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work, or (ii) specifying any special conditions under which such Work may be resumed safely. If OWNER and CONTRACTOR cannot agree as to entitlement to or the amount or extent of an adjustment, if any, in Contract Price or Contract Times as a result of such Work stoppage or such special conditions under which Work is agreed by CONTRACTOR to be resumed, either party may make a claim therefor as provided in Articles 11 and 12. 4.7 If after receipt of such special written notice, CONTRACTOR does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then CONTRACTOR may order such portion of the Work that is in connection with such hazardous conditions or in such affected area to be deleted from the Work. If OWNER and CONTRACTOR cannot agree as to entitlement to or the amount or extent of an adjustment, if any, in Contract Price or Contract Times as a result of deleting such portion of the Work, then either party may make a claim therefor as provided in Articles 11 and 12. OWNER may have deleted such portion of the Work performed by OWNER’s own forces or others in accordance with Article 7. 4.7.1 The provisions of 4.2 and 4.3 are not intended to apply to Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material uncovered or revealed at the site. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 12 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 5-BONDS AND INSURANCE Performance and Other Bonds: 5.1. CONTRACTOR shall furnish performance and payment Bonds, each in an amount at least equal to the Contract Price as Security for the faithful performance and payment of all CONTRACTOR's obligations under the Contract Documents. These Bonds shall remain in effect at least until one year after the date when final payment becomes due, except as otherwise provided by Law or Regulation or by the Contract Documents. CONTRACTOR shall also furnish such other Bonds as are required by the Supplementary Conditions. All Bonds shall be in the forms prescribed by Law or Regulation or by the Contract Documents and be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds, and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by a certified copy of the authority to act. Licensed Sureties and Insurers; Certificates of Insurance 5.2.1 All bonds and insurance required by the Contract Documents to be purchased and maintained by CONTRACTOR shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Georgia to issue bonds or insurance policies for the limits and coverages so required. All bonds signed by an agent must be accompanied by a certified copy of authority to act. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. 5.2.2. CONTRACTOR shall deliver to OWNER, with copies to each additional insured identified in 5.3, an original or a certified copy of the complete insurance policy for each policy required, certificates of insurance (and other evidence of insurance requested by OWNER or any other additional insured) which CONTRACTOR is required to purchase and maintain in accordance with 5.3. 5.2.3. If the surety on any Bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of paragraph 5.1, CONTRACTOR shall within five days thereafter substitute another Bond and Surety, both of which must be acceptable to OWNER. CONTRACTOR's Liability Insurance: 5.3. CONTRACTOR shall purchase and maintain such comprehensive general liability and other insurance as is appropriate for the Work being performed and furnished and as will provide protection from claims set forth below which may arise out of or result from CONTRACTOR's performance and furnishing of the Work and CONTRACTOR's other obligations under the Contract Documents, whether it is to be performed or furnished by CONTRACTOR, by any Subcontractor, by anyone directly or indirectly employed by any of them to perform or furnish any of the Work, or by anyone for whose acts any of them may be liable: 5.3.1. Claims under workers' or workmen's compensation, disability benefits and other similar employee benefit acts; 5.3.2. Claims for damages because of bodily injury, occupational sickness or disease, or death of CONTRACTOR's employees; Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 13 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement 5.3.3. Claims for damages because of bodily injury, sickness or disease, or death of any person other than CONTRACTOR's employees; 5.3.4. Claims for damages insured by personal injury liability coverage which are sustained (a) by any person as a result of an offense directly or indirectly related to the employment of such person by CONTRACTOR, or (b) by any other person for any other reason; 5.3.5. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom; 5.3.6. Claims arising out of operation of Laws or Regulations for damages because of bodily injury or death of any person or for damage to property; and 5.3.7. Claims for damages because of bodily injury or death of any person or property damage arising out of the OWNERSHIP, maintenance or use of any motor vehicle. The insurance required by this paragraph 5.3 shall include the specific coverage’s and be written for not less than the limits of liability and coverage’s provided in the Supplementary Conditions, or required by law, whichever is greater. The comprehensive general liability insurance shall include completed operations insurance. All of the policies of insurance so required to be purchased and maintained (or the certificates or other evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty days prior written notice has been given to OWNER, PROGRAM MANAGER, and PROFESSIONAL by certified mail. All such insurance shall remain in effect until final payment and at all times thereafter when CONTRACTOR may be correcting, removing or replacing defective Work in accordance with paragraph 13.12. In addition, CONTRACTOR shall maintain such completed operations insurance for at least two years after final payment and furnish OWNER with evidence of continuation of such insurance at final payment and one year thereafter. Contractual Liability Insurance: 5.4. The comprehensive general liability insurance required by paragraph 5.3 will include contractual liability insurance applicable to CONTRACTOR's obligations under paragraphs 6.32 and 6.33. OWNER's Liability Insurance: 5.5. OWNER shall be responsible for purchasing and maintaining OWNER's own liability insurance, and/or Risk Retention Program, and, at OWNER's option, may purchase and maintain such insurance as will protect OWNER against claims which may arise from operations under the Contract Documents. Property Insurance: 5.6. Unless otherwise provided in the Supplementary Conditions, OWNER shall purchase and maintain property insurance upon the Work at the site to the full insurable value thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and Regulations). This insurance shall include the interests of OWNER, CONTRACTOR, Subcontractors, PROGRAM MANAGER, PROFESSIONAL and PROFESSIONAL's consultants in the Work, all of whom shall Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 14 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement be listed as insureds or additional insured parties, shall insure against the perils of fire and extended coverage and shall include "all risk" insurance for physical loss and damage including theft, vandalism and malicious mischief, collapse and water damage, and such other perils as may be provided in the Supplementary Conditions, and shall include damages, losses and expenses arising out of or resulting from any insured loss or incurred in the repair or replacement of any insured property (including but not limited to fees and charges of PROFESSIONALs, architects, attorneys and other PROFESSIONALs). If not covered under the "all risk" insurance or otherwise provided in the Supplementary Conditions, CONTRACTOR shall purchase and maintain similar property insurance on portions of the Work stored on and off the site or in transit when such portions of the Work are to be included in an Application for Payment. 5.7. OWNER shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of OWNER, CONTRACTOR, Subcontractors, PROFESSIONAL AND PROFESSIONAL's consultants in the Work, all of whom shall be listed as insured or additional insured parties. 5.8. All the policies of insurance (or the certificates or other evidence thereof) required to be purchased and maintained by OWNER in accordance with paragraphs 5.6 and 5.7 will contain a provision or 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 CONTRACTOR by certified mail and will contain waiver provisions in accordance with paragraph of 5.11.2. 5.9. OWNER shall not be responsible for purchasing and maintaining any property insurance to protect the Interests of CONTRACTOR, Subcontractors or others in the Work to the extent of any deductible amounts that are provided in the Supplementary Conditions. The risk of loss within the deductible amount will be borne by CONTRACTOR, Subcontractor or others suffering any such loss, and if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain it at the purchaser's own expense. 5.10. If CONTRACTOR requests in writing that other special insurance be included in the property insurance policy, OWNER shall, if possible, include such insurance, and the cost thereof will be charged to CONTRACTOR by appropriate Change Order or Written Amendment. Prior to commencement of the Work at the site, OWNER shall in writing advice CONTRACTOR whether or not such other insurance has been procured by OWNER. Waiver of Rights: 5.11.1. OWNER and CONTRACTOR waive all rights against each other for all losses and damages caused by any of the perils covered by the policies of insurance provided in response to paragraphs 5.6 and 5.7 and other property insurance applicable to the Work, and also waive all such rights against the Subcontractors, PROFESSIONAL, PROFESSIONAL's consultants and all other parties named as insureds in such policies for losses and damages so caused. As required by paragraph 6.11, each subcontract between CONTRACTOR and a Subcontractor will contain similar waiver provisions by the Subcontractor in favor of OWNER, CONTRACTOR, PROFESSIONAL, PROFESSIONAL's consultants and all other parties named as insureds. None of the above waivers shall extend to the rights that any of the insured parties may have to the proceeds of insurance held by OWNER as trustee or otherwise payable under any policy so issued. 5.11.2. OWNER and CONTRACTOR intend that policies provided in response to paragraphs 5.6 and 5.7 shall protect all of the parties insured and provide primary coverage for all losses and damages caused by the perils covered thereby. Accordingly, all such policies shall contain provisions to the effect that in the event Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 15 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement of payment of any loss or damage the insurer will have no rights of recovery against any of the parties named as insureds or additional insureds, and if the insurers require separate waiver forms to be signed by PROFESSIONAL or PROFESSIONAL's consultant, OWNER will obtain the same, and if such waiver forms are required of any Subcontractor, CONTRACTOR will obtain the same. Receipt and Application of Proceeds: 5.12. Any insured loss under the policies of insurance required by paragraphs 5.6 and 5.7 will be adjusted with OWNER and made payable to OWNER as trustee for the insureds, as their interests may appear, subject to the requirements of any applicable mortgage clause and of paragraph 5.13. OWNER shall deposit in a separate account any money so received and shall distribute it in accordance with such agreement as the parties in interest may reach. If no other special agreement is reached, the damaged Work shall be repaired or replaced, the moneys so received applied on account thereof, and the Work and the cost thereof covered by an appropriate Change Order or Written Amendment. Receipt and Application of Insurance Proceeds 5.13. OWNER, as trustee, shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within fifteen days after the occurrence of loss to OWNER's exercise of this power. If such objection be made, OWNER, as trustee, shall make settlement with the insurers in accordance with such agreement as the parties in interest may reach. If required in writing by any party in interest, OWNER as trustee shall, upon the occurrence of an insured loss, give bond for the proper performance of such duties. Acceptance of Insurance: 5.14. If OWNER has any objection to the coverage afforded by or other provisions of the insurance required to be purchased and maintained by CONTRACTOR in accordance with paragraphs 5.3 and 5.4 on the basis of its not complying with the Contract Documents, OWNER shall notify CONTRACTOR in writing thereof within ten days of the date of delivery of such certificates to OWNER in accordance with paragraph 2.7. If CONTRACTOR has any objection to the coverage afforded by or other provisions of the policies of insurance required to be purchased and maintained by OWNER in accordance with paragraphs 5.6 and 5.7 on the basis of their not complying with the Contract Documents, CONTRACTOR shall notify OWNER in writing thereof within ten days of the date of delivery, of such certificates to CONTRACTOR in accordance with paragraph 2.7. OWNER and CONTRACTOR shall each provide to the other such additional information in respect of insurance provided by each as the other may reasonably request. Failure by OWNER or CONTRACTOR to give any such notice of objection within the time provided shall constitute acceptance of such insurance purchased by the other as complying with the Contract Documents. Partial Utilization-Property Insurance: 5.15. If OWNER finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work, such use or occupancy may be accomplished in accordance with paragraph 14.10 provided that no such use or occupancy shall commence before the insurers providing the property insurance have acknowledged notice thereof and in writing effected the changes in coverage neces- sitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or policies, but the property insurance shall not be canceled or lapse on account of any such partial use or Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 16 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement occupancy. Indemnification 5.16.1. CONTRACTOR shall indemnify and hold harmless OWNER, PROGRAM MANAGER, and its employees and agents from and against all liabilities, claims, suits, demands, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from the performance of its Work, provided that any such liability, claim, suit, demand, damage, loss, or expense (a) is attributable to bodily injury, sickness, disease or death, or injury to or destruction of tangible property, including the loss of use resulting therefrom and (b) is caused in whole or in part by an act or omission of CONTRACTOR, any Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, whether or not it is caused in whole or in part by the negligence or other fault of a party indemnified hereunder. 5.16.2. In any and all claims against OWNER or any of its agents or employees by any employee of CONTRACTOR, any SUBCONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under the previous paragraph shall not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for CONTRACTOR or any SUBCONTRACTOR under workmen’s compensation acts, disability benefit acts, or other employee benefit acts. 5.16.3. CONTRACTOR shall indemnify and hold harmless OWNER and anyone directly or indirectly employed by it from and against all claims, suits, demands, damages, losses expenses (including attorneys’ fees) arising out of any infringement on patent or copyrights held by others and shall defend all such claims in connection with any alleged infringement of such rights. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 17 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 6--CONTRACTOR'S RESPONSIBILITIES 6.1. CONTRACTOR shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences and procedures of construction, but CONTRACTOR shall not be responsible for the negligence of others in the design or specification of a specific means, method, technique, sequence or procedure of construction which is shown or indicated in and expressly required by the Contract Documents. CONTRACTOR shall be responsible to see that the finished Work complies accurately with the Contract Documents. 6.2. CONTRACTOR shall keep on the Work, at all times during its progress, a competent resident superintendent, who shall not be replaced without written notice to OWNER and PROFESSIONAL except under extraordinary circumstances. The superintendent will be CONTRACTOR's representative at the site and shall have authority to act on behalf of CONTRACTOR. All communications to the superintendent shall be as binding as if given to CONTRACTOR. Labor, Materials and Equipment: 6.3. CONTRACTOR shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. CONTRACTOR shall at all times maintain good discipline and order at the site. Except in connection with the safety or protection of persons or the Work or property at the site or adjacent thereto, and except as otherwise indicated in the Contract Documents, all Work at the site shall be performed during regular working hours, and CONTRACTOR will not permit evening work or the performance of Work on Saturday, Sunday or any legal holiday without OWNER's written consent given after prior written notice to PROFESSIONAL. 6.4. Unless otherwise specified in the General Requirements, CONTRACTOR shall furnish and assume full responsibility for all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities and all other facilities and incidentals whether temporary or permanent necessary for the execution, testing, initial operation, and completion of the Work as required by the Contract Documents. 6.5. All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Documents. If required by PROFESSIONAL, CONTRACTOR shall furnish satisfactory evidence (including reports of required tests) as to the kind and quality of materials and equipment. All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable Supplier except as otherwise provided in the Contract Documents; but no provision of any such instructions will be effective to assign to PROFESSIONAL, or any of PROFESSIONAL's consultants, agents or employees, any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of paragraph 9.14 or 9.15. Adjusting Progress Schedule: 6.6. CONTRACTOR shall submit to PROFESSIONAL for acceptance to the extent indicated in paragraph 2.9 adjustments in the progress schedule to reflect the impact thereon of new developments; these will conform generally to the progress schedule then in effect and additionally will comply with any provisions of the General Requirements applicable thereto. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 18 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement Substitutes or "Or-Equal" Items: 6.7.1. Whenever materials or equipment are specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the naming of the item is intended to establish the type, function and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or equipment of other Suppliers may be accepted by PROFESSIONAL if sufficient information is submitted by CONTRACTOR to allow PROFESSIONAL to determine that the material or equipment proposed is equivalent or equal to that named. The procedure for review by PROFESSIONAL will include the following as supplemented in the General Requirements. Requests for review of substitute items of material and equipment will not be accepted by PROFESSIONAL from anyone other than CONTRACTOR. If CONTRACTOR wishes to furnish or use a substitute item of material or equipment, CONTRACTOR shall make written application to PROFESSIONAL for acceptance thereof, certifying that the proposed substitute will perform adequately the functions and achieve the results called for by the general design, be similar and of equal substance to that specified and be suited to the same use as that specified. The application will state that the evaluation and acceptance of the proposed substitute will not prejudice CONTRACTOR's achievement of Substantial Completion on time, whether or not acceptance of the substitute for use in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with OWNER for work on the Project) to adapt the design to the proposed substitute and whether or not incorporation or use of the substitute in connection with the Work is subject to payment of any license fee or royalty. All variations of the proposed substitute from that specified will be identified in the application and available maintenance, repair and replacement service will be indicated. The application will also contain an itemized estimate of all costs that will result directly or indirectly from acceptance of such substitute, including costs of redesign and claims of other contractors affected by the resulting change, all of which shall be considered by PROFESSIONAL. In evaluating the proposed substitute, PROFESSIONAL may require CONTRACTOR to furnish, at CONTRACTOR's expense, additional data about the proposed substitute. 6.7.2. If a specific means, method, technique, sequence or procedure of construction is indicated in or required by the Contract Documents, CONTRACTOR may furnish or utilize a substitute means, method, sequence, technique or procedure of construction acceptable to PROFESSIONAL, if CONTRACTOR submits sufficient information to allow PROFESSIONAL to determine that the substitute proposed is equivalent to that indicated or required by the Contract Documents. The procedure for review by PROFESSIONAL will be similar to that provided in paragraph 6.7.1 as applied by PROFESSIONAL and as may be supplemented in the Gen- eral Requirements. 6.7.3. PROFESSIONAL will be allowed a reasonable time within which to evaluate each proposed substitute. PROFESSIONAL will be the sole judge of acceptability and no substitute will be ordered, installed or utilized without PROFESSIONAL's prior written acceptance which will be evidenced by either a Change Order or an approved Shop Drawing. OWNER may require CONTRACTOR to furnish, at CONTRACTOR's expense, a special performance guarantee or other surety with respect to any substitute. PROFESSIONAL will record time required by PROFESSIONAL and PROFESSIONAL's consultants in evaluating substitutions proposed by CONTRACTOR and in making changes in the Contract Documents occasioned thereby. Whether or not PROFESSIONAL accepts a proposed substitute, CONTRACTOR shall reimburse OWNER for the charges of PROFESSIONAL and PROFESSIONAL's consultants for evaluating each proposed substitute. Concerning Subcontractors, Suppliers and Others: 6.8.1. CONTRACTOR shall not employ any Subcontractor, Supplier or other person or organization Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 19 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement (including those acceptable to OWNER and PROFESSIONAL as indicated in paragraph 6.8.2) whether initially or as a substitute, against whom OWNER or PROFESSIONAL may have reasonable objection. CONTRACTOR shall not be required to employ any Subcontractor, Supplier or other person or organization to furnish or perform any of the Work against whom CONTRACTOR has reasonable objection. 6.8.2. If the Supplementary Conditions require the identity of certain Subcontractors, Suppliers or other persons or organizations including those who are to furnish the principal items of materials and equipment to be submitted to OWNER prior to the Effective Date of the Agreement for acceptance by OWNER and PROFESSIONAL and if CONTRACTOR has submitted a list thereof in accordance with the Supplementary Conditions, OWNER's or PROFESSIONAL's acceptance (either in writing or by failing to make written objection thereto by the date indicated for acceptance or objection in the bidding documents or the Contract Documents) of any such Subcontractor, Supplier or other person or organization so identified may be revoked on the basis of reasonable objection after due investigation, in which case CONTRACTOR shall submit an acceptable substitute, the Contract Price will be increased by the difference, and the cost occasioned by such substitution and an appropriate Change Order will be issued or Written Amendment signed. No acceptance by OWNER or PROFESSIONAL of any such Subcontractor, Supplier or other person or organization shall constitute a waiver of any right of OWNER or PROFESSIONAL to reject defective Work. 6.9. CONTRACTOR shall be fully responsible to OWNER and PROFESSIONAL for all acts and omissions of the Subcontractors, Suppliers and other persons and organizations performing or furnishing any of the Work under a direct or indirect contract with CONTRACTOR just as CONTRACTOR is responsible for CONTRACTOR's own acts and omissions. Nothing in the Contract Documents shall create any contractual relationship between OWNER or PROFESSIONAL and any such Subcontractor, Supplier or other person or organization, nor shall it create any obligation on the part of OWNER or PROFESSIONAL to pay or to see to the payment of any moneys due any such Subcontractor, Supplier or other person or organization except as may otherwise be required by Laws and Regulations. 6.10. The divisions and sections of the Specifications and the identifications of any Drawings shall not control CONTRACTOR in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any specific trade. 6.11. All Work performed for CONTRACTOR by a Subcontractor will be pursuant to an appropriate agreement between CONTRACTOR and the Subcontractor which specifically binds the Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of OWNER and PROFESSIONAL and contains waiver provisions as required by paragraph 5.11. CONTRACTOR shall pay each Subcontractor a just share of any insurance moneys received by CONTRACTOR on account of losses under policies issued pursuant to paragraphs 5.6 and 5.7. Patent Fees and Royalties: 6.12. CONTRACTOR shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. CONTRACTOR shall indemnify and hold harmless OWNER and PROFESSIONAL and anyone directly or indirectly employed by either of them from and against all claims, damages, losses and expenses including attorneys' fees and court and arbitration costs arising out of any infringement on patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product or device not specified in the Contract Documents, and shall defend all such claims in connection with any alleged infringement of such rights. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 20 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement Permits: 6.13. CONTRACTOR shall obtain and pay for all construction permits, licenses, governmental charges and inspection fees, and all public utility charges which are applicable and necessary for the execution of the Work. All permit costs shall be included in the base bid. Permits, if any, that are provided and paid for by OWNER are listed in the Supplementary Conditions. Any delays associated with the permitting process will be considered for time extensions only and no damages or additional compensation for delay will be allowed. Laws and Regulations: 6.14.1. CONTRACTOR shall give all notices and comply with all Laws and Regulations applicable to furnishing and performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither OWNER nor PROFESSIONAL shall be responsible for monitoring CONTRACTOR's compliance with any Laws or Regulations. 6.14.2. If CONTRACTOR observes that any of the Contract Documents are contradictory to such laws, rules, and regulations, it will notify the Project Manager promptly in writing. Any necessary changes shall then be adjusted by an appropriate Change Order. If CONTRACTOR performs any Work that it knows or should have known to be contrary to such laws, ordinances, rules, and regulations and without such notice to the Project Manager, it shall bear all related costs. Taxes: 6.15. CONTRACTOR shall pay all sales, consumer, use and other similar taxes required to be paid in accordance with the Laws and Regulations of the place of the Project which are applicable during the performance of the Work. Use of Premises: 6.16. CONTRACTOR shall confine construction equipment, the storage of materials and equipment and the operations of workers to the Project site and land and areas identified in and permitted by the Contract Documents and other land and areas permitted by Laws and Regulations, rights-of-way, permits and easements. CONTRACTOR shall not unreasonably encumber the premises with construction equipment or other materials or equipment. Any loss or damage to CONTRACTOR’s or any Subcontractor’s equipment is solely at the risk of CONTRACTOR. CONTRACTOR shall assume full responsibility for any damage to any such land or area, or to the OWNER or occupant thereof or of any land or areas contiguous thereto, resulting from the performance of the Work. Should any claim be made against OWNER or PROFESSIONAL by any such OWNER or occupant because of the performance of the Work, CONTRACTOR shall promptly attempt to settle with such other party by agreement or otherwise resolve the claim by arbitration or at law. CONTRACTOR shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold OWNER harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of PROFESSIONALs, architects, attorneys and other professionals and court and arbitration costs) arising directly, indirectly or consequentially out of any action, legal or equitable, brought by any such other party against OWNER to the extent based on a claim arising out of CONTRACTOR's performance of the Work. 6.17. During the progress of the Work, CONTRACTOR shall keep the premises free from accumulations of waste materials, rubbish and other debris or contaminants resulting from the Work. At the completion of the Work, CONTRACTOR shall remove all waste materials, rubbish and debris from and about the premises as well as all tools, appliances, construction equipment and machinery, and surplus materials, Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 21 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement and shall leave the site clean and ready for occupancy by OWNER. CONTRACTOR shall restore to original condition all property not designated for alteration by the Contract Documents. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 22 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement 6.18. CONTRACTOR shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall CONTRACTOR subject any part of the Work or adjacent property to stresses or pressures that will endanger them. Record Documents: 6.19. Contractor shall keep at the site and in good order one record copy of the Contract Documents and all Drawings and Specifications. These documents shall be annotated on a continuing basis to show all changes made during the construction process. These shall be available to PROFESSIONAL and the Project Manager and shall be submitted with the Application for Final Payment. Safety and Protection: 6.20. CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. CONTRACTOR shall assume all risk of loss for stored equipment or materials, irrespective of whether CONTRACTOR has transferred the title of the stored equipment or materials to OWNER. CONTRACTOR shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 6.20.1. all employees on the Work and other persons and organizations who may be affected thereby; 6.20.2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the site; and 6.20.3. other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities and Underground Facilities not designated for removal, relocation or replacement in the course of construction. CONTRACTOR shall comply with all applicable Laws and Regulations of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection. CONTRACTOR shall notify OWNERs of adjacent property and of Underground Facilities and utility OWNERs when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation and replacement of their property. All damage, injury or loss to any property referred to in paragraph 6.20.2 or 6.20.3 caused, directly or indirectly, in whole or in part, by CONTRACTOR, any Subcontractor, Supplier or any other person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, shall be remedied by CONTRACTOR (except damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of OWNER or PROFESSIONAL or anyone employed by either of them or anyone for whose acts either of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of CON- TRACTOR). CONTRACTOR's duties and responsibilities for the safety and protection of the Work shall continue until such time as all the Work is completed and PROFESSIONAL has issued a notice to OWNER and CONTRACTOR in accordance, with paragraph 14.13 that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). 6.21. CONTRACTOR shall designate a responsible member of its organization whose duty shall be the prevention of accidents at the site. This person shall be CONTRACTOR’s superintendent unless otherwise designated in writing by CONTRACTOR to the Project Manager. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 23 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement Emergencies: 6.22. In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto, CONTRACTOR, without special instruction or authorization from PROFESSIONAL or OWNER, is obligated to act to prevent threatened damage, injury or loss. CONTRACTOR shall give PROFESSIONAL prompt written notice if CONTRACTOR believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If PROFESSIONAL determines that a change in the Contract Documents is required because of the action taken in response to an emergency, a Work Change Directive or Change Order be issued to document the consequences of the changes or variations. 6.22.1. CONTRACTOR shall immediately notify PROFESSIONAL of all events involving injuries to any person on the Site, whether or not such person was engaged in the construction of the Project, and shall file a written report on such person(s) and any other event resulting in property damage of any amount within five (5) days of the occurrence. 6.22.2. If PROFESSIONAL determines that a change in the Contract Documents is required because of the action taken by CONTRACTOR in response to such an emergency, a Change Order will be issued to document the consequences of such action. Shop Drawings and Samples: 6.23. After checking and verifying all field measurements, CONTRACTOR shall promptly submit to PROFESSIONAL for approval, in accordance with the accepted schedule of submittals, all submittals and samples required by the Contract Documents. All submittals and samples shall have been checked by and stamped with the approval of CONTRACTOR and identified as PROFESSIONAL may require. The data shown on or with the submittals will be complete with respect to dimensions, design criteria, materials and any other information necessary to enable PROFESSIONAL to review the submittal as required. At the time of each submission, CONTRACTOR shall give notice to PROFESSIONAL of all deviations that the submittal or sample may have from the requirements of the Contract Documents. 6.24. PROFESSIONAL shall review and approve submittals and samples. Professional’s review and approval shall be only for conformance with the design concept of the Project and compliance with the information given in the Contract Documents. The approval of a separate item as such will not indicate approval of the assembly in which the item functions. CONTRACTOR will make any corrections required by PROFESSIONAL and resubmit the required number of corrected copies until approved. CONTRACTOR’s stamp of approval on any submittal or sample shall constitute its representation to PROFESSIONAL and OWNER that CONTRACTOR has determined and verified all quantities, dimensions, field construction criteria, materials, catalog numbers, and similar data, and that each submittal or sample has been reviewed or coordinated with the requirements of the Work and the Contract Documents. 6.24.1. No Work requiring a submittal or sample submission shall commence until the submission has been approved by PROFESSIONAL. A copy of each approved submittal and each approved sample shall be kept in good order by CONTRACTOR at the site and shall be available to PROFESSIONAL and OWNER. Any delays associated with the submittal process will be considered for time extensions only, and no damages or additional compensation for delay will be allowed. 6.24.2. Before submission of each Shop Drawing or sample, CONTRACTOR shall have determined and verified all quantities, dimensions, specified performance criteria, installation requirements, materials, catalog numbers and similar data with respect thereto and reviewed or coordinated each Shop Drawing or Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 24 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement sample with other Shop Drawings and samples and with the requirements of the Work and the Contract Documents. 6.24.3. At the time of each submission, CONTRACTOR shall give PROFESSIONAL specific written notice of each variation that the Shop Drawings or samples may have from the requirements of the Contract Documents, and, in addition, shall cause a specific notation to be made on each Shop Drawing submitted to PROFESSIONAL for review and approval of each such variation. 6.26. PROFESSIONAL will review and approve with reasonable promptness Shop Drawings and samples, but PROFESSIONAL's review and approval will be only for conformance with the design concept of the Project and for compliance with the information given in the Contract Documents and shall not extend to means, methods, techniques, sequences or procedures of construction (except where a specific means, method, technique, sequence or procedure of construction is indicated in or required by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 6.27. PROFESSIONAL’s approval of submittals or samples shall not relieve CONTRACTOR from responsibility for any variation from the requirements of the Contract Documents unless CONTRACTOR has, in writing, called PROFESSIONAL’s attention to each such variation at the time of submission and the OWNER has given written approval to the specific deviation; any such approval by PROFESSIONAL shall not relieve CONTRACTOR from responsibility for errors or omissions in the submittals. 6.28. Where a shop drawing or sample is required by the Contract Documents or the schedule of shop drawings and sample submissions accepted by PROFESSIONAL as required, any related work performed prior to PROFESSIONAL’s review and approval of the pertinent submittal will be at the sole expense and responsibility of CONTRACTOR. Continuing the Work: 6.30. CONTRACTOR shall carry on the Work and adhere to the progress schedule during all disputes or disagreements with OWNER. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted by paragraph 15.6 or as CONTRACTOR and OWNER may otherwise agree in writing. Cleaning Up: 6.31. CONTRACTOR shall maintain the site free from accumulations of waste materials, rubbish, and other debris or contaminants resulting from the work on a daily basis or as required. At the completion of the work, CONTRACTOR shall remove all waste materials, rubbish, and debris from the site as well as all tools, construction equipment and machinery, and surplus materials and will leave the Site clean and ready for occupancy by OWNER. All disposal shall be in accordance with applicable Laws and Regulations. In addition to any other rights available to OWNER under the Contract Documents, CONTRACTOR’s failure to maintain the site may result in withholding of any amounts due CONTRACTOR. CONTRACTOR will restore to original condition those portions of the site not designated for alteration by the Contract Documents. Indemnification: 6.32. To the fullest extent permitted by Laws and Regulations, CONTRACTOR shall indemnify and Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 25 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement hold harmless OWNER, PROGRAM MANAGER and PROFESSIONAL and their consultants, agents and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including but not limited to fees and charges of PROGRAM MANAGER, PROFESSIONALs, architects, attorneys and other PROFESSIONALs and court and arbitration costs) arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom and (b) is caused in whole or in part by any negligent act or omission of CONTRACTOR, any Subcontractor, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder or arises by or is imposed by Law and Regulations regardless of the negligence of any such party. 6.33. In any and all claims against OWNER, PROGRAM MANAGER or PROFESSIONAL or any of their consultants, agents or employees by any employee of CONTRACTOR, any Subcontractor, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, the indemnification obligation under paragraph 6.32 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for CONTRACTOR or any such Subcontractor or other person or organization under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 6.34. The obligations of CONTRACTOR under paragraph 6.32 shall not extend to the liability of PROFESSIONAL, PROFESSIONAL's consultants, agents or employees arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 26 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 7---OTHER WORK Related Work at Site: 7.1. OWNER may perform other work related to the Project at the site by OWNER's own forces, have other work performed by aided OWNERs or let other direct contracts therefor which shall contain General Conditions similar to these. If the fact that such other work is to be performed was not noted in the Contract Documents, written notice thereof will be given to CONTRACTOR prior to starting any such other work, and, if CONTRACTOR believes that such performance will involve additional expense to CONTRACTOR or requires additional time and the parties are unable to agree as to the extent thereof, CONTRACTOR may make a claim therefor as provided in Articles 11 and 12. 7.1.2. CONTRACTOR shall afford each utility OWNER and other contractor who is a party to such a direct contract for OWNER, if OWNER is performing the additional work with OWNER's employees, proper and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such work, and shall properly connect and coordinate the Work with theirs. CONTRACTOR shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and integrate with such other work. CONTRACTOR shall not endanger any work of others by cutting, excavating or otherwise altering their work and will only cut or alter their work with the written consent of PROFESSIONAL and the others whose work will be affected. The duties and responsibilities of CONTRACTOR under this paragraph are for the benefit of such utility OWNERs and other contractors to the extent that there are comparable provisions for the benefit of CONTRACTOR in said direct contracts between OWNER and such utility OWNERs and other contractors. 7.2. If any part of CONTRACTOR's Work depends for proper execution or results upon the work of any such other contractor or utility OWNER (or OWNER), CONTRACTOR shall inspect and promptly report to PROFESSIONAL in writing any delays, defects or deficiencies in such work that render it unavailable or unsuitable for such proper execution and results. CONTRACTOR's failure so to report will constitute an acceptance of the other work as fit and proper for integration with CONTRACTOR's Work except for latent or nonapparent defects and deficiencies in the other work. Coordination: 7.4. If OWNER contracts with others for the performance of other work on the Project at the site, the person or organization who will have authority and responsibility for coordination of the activities among the various prime contractors will be identified in the Supplementary Conditions, and the specific matters to be covered by such authority and responsibility will be itemized, and the extent of such authority and responsibilities will be provided in the Supplementary Conditions. Unless otherwise provided in the Supplementary Conditions, neither OWNER nor PROFESSIONAL shall have any authority or responsibility in respect of such coordination. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 27 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 8---OWNER'S RESPONSIBILITIES 8.1. Except as otherwise provided in these General Conditions, OWNER shall issue all communications to CONTRACTOR through the PROGRAM MANAGER or PROFESSIONAL. 8.2. In case of termination of the employment of PROFESSIONAL, OWNER shall appoint a PROFESSIONAL against whom CONTRACTOR makes no reasonable objection, whose status under the Contract Documents shall be that of the former PROFESSIONAL. Any dispute in connection with such appointment shall be subject to arbitration. 8.3. OWNER shall furnish the data required of OWNER under the Contract Documents promptly and shall make payments to CONTRACTOR promptly after they are due as provided in paragraphs 14.4 and 14.13. 8.4. OWNER's duties in respect of providing lands and easements and providing Engineering surveys to establish reference points are set forth in paragraphs 4.1 and 4.4. Paragraph 4.2 refers to OWNER's identifying and making available to CONTRACTOR copies of reports of explorations and tests of subsurface conditions at the site and in existing structures which have been utilized by PROFESSIONAL in preparing the Drawings and Specifications. 8.5. OWNER's responsibilities in respect of purchasing and maintaining liability and property insurance are set forth in paragraphs 5.5 through 5.8. 8.6. OWNER is obligated to execute Change Orders as indicated in paragraph 10.3. 8.7. OWNER's responsibility in respect of certain inspections, tests and approvals is set forth in paragraph 13.4. 8.8. In connection with OWNER's right to stop Work or suspend Work, see paragraphs 13.10 and 15.1. Paragraph 15.2 deals with OWNER's right to terminate services of CONTRACTOR under certain circumstances. 8.9 Added in SGC Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 28 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 9---PROFESSIONAL'S STATUS DURING CONSTRUCTION OWNER's Representative: 9.1. PROFESSIONAL will be OWNER's representative during the construction period. The duties and responsibilities and the limitations of authority of PROFESSIONAL as OWNER's representative during construction are set forth in the Contract Documents and shall not be extended without written consent of OWNER and PROFESSIONAL. Visits to Site: 9.2. PROFESSIONAL will make visits to the site at intervals appropriate to the various stages of construction to observe the premises and quality of the executed Work and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. PROFESSIONAL will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. PROFESSIONAL's efforts will be directed toward providing for OWNER a greater degree of confidence that the completed Work will conform to the Contract Documents. On the basis of such visits and on-site observations as an experienced and qualified design PROFESSIONAL, PROFESSIONAL will keep OWNER informed of the progress of the Work and will endeavor to guard OWNER against defects and deficiencies in the Work. Project Representation: 9.3. If OWNER and PROFESSIONAL agree, PROFESSIONAL will furnish a Resident Project Representative to assist PROFESSIONAL in observing the performance of the Work. The duties, responsibilities and limitations of authority of any such Resident Project Representative and assistants will be as provided in the Supplementary Conditions. If OWNER designates another agent to represent OWNER at the site who is not PROFESSIONAL's agent or employee, the duties, responsibilities and limitations of authority of such other person will be as provided in the Supplementary Conditions. Clarifications and Interpretations: 9.4. PROFESSIONAL shall issue such written clarifications or interpretations of the Contract Documents (in the form of Drawings or otherwise) as may be determined necessary, or as reasonably requested by CONTRACTOR, which shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. If CONTRACTOR believes that a written clarification and interpretation entitles it to an increase in the Contract Price and/or Contract Time, CONTRACTOR may make a claim as provided for in Articles 11 or 12. Authorized Variations in Work: 9.5. PROFESSIONAL may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are consistent with the overall intent of the Contract Documents. These may be accomplished by a Field Order and will be binding on OWNER and also on CONTRACTOR who shall perform the Work involved promptly. If CONTRACTOR believes that a Field Order justifies an increase in the Contract Price or an extension of the Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 29 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement Contract Time and the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make a claim therefor as provided in Article 11 or 12. Rejecting Defective Work: 9.6. PROFESSIONAL will have authority to disapprove or reject Work which PROFESSIONAL believes to be defective and will also have authority to require special inspection or testing of the Work as provided in paragraph 13.9, whether or not the Work is fabricated, installed or completed. Shop Drawings, Change Orders and Payments: 9.7. In connection with PROFESSIONAL's responsibility for Shop Drawings and samples, see paragraphs 6.23 through 6.29 inclusive. 9.8. In connection with PROFESSIONAL's responsibilities as to Change Orders, see Articles 10, 11 and 12. 9.9. In connection with PROFESSIONAL's responsibilities in respect of Applications for Payment, etc., see Article 14. Determinations for Unit Prices: 9.10. PROFESSIONAL will determine the actual quantities and classifications of Unit Price Work performed by CONTRACTOR. PROFESSIONAL will review with CONTRACTOR PROFESSIONAL's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). PROFESSIONAL's written decisions thereon will be final and binding upon OWNER and CONTRACTOR, unless, within ten days after the date of any such decision, either OWNER or CONTRACTOR delivers to the other party to the Agreement and to PROFESSIONAL written notice of intention to appeal from such a decision. Decisions on Disputes: 9.11. PROFESSIONAL will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes and other matters relating to the acceptability of the Work or the interpretation of the requirements of the Contract Documents pertaining to the performance and furnishing of the Work and claims under Articles 11 and 12 in respect of changes to the Contract Price or Contract Time will be referred initially to PROFESSIONAL in writing with a request for a formal decision in accordance with this paragraph, which PROFESSIONAL will render in writing within a reasonable time. Written notice of each such claim, dispute and other matter will be delivered by the claimant to PROFESSIONAL and the other party to the Agreement promptly (but in no event later than thirty days after the occurrence of the event giving rise thereto) and written supporting data will be submitted to PROFESSIONAL and the other party within sixty days after such occurrence unless PROFESSIONAL allows an additional period of time to ascertain more accurate data in support of the claim. 9.12. When functioning as interpreter and judge under paragraphs 9.10 and 9.11, PROFESSIONAL will not show partiality to OWNER or CONTRACTOR and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. The rendering of a decision by PROFESSIONAL pursuant to paragraphs 9.10 and 9.11 with respect to any such claim, dispute or other matter (except any which have Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 30 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement been waived by the making or acceptance of final payment as provided in paragraph 14.16) will be a condition precedent to any exercise by OWNER or CONTRACTOR of such rights or remedies as either may otherwise have under the Contract Documents or by Laws or Regulations in respect of any such claim, dispute or other matter. Limitations on PROFESSIONAL's Responsibilities: 9.13. Neither PROFESSIONAL's authority to act under this Article or elsewhere in the Contract Documents nor any decision made in good faith to exercise such authority shall give rise to any duty or responsibility of PROFESSIONAL to CONTRACTOR, any Subcontractor, any of their agents or employees. 9.14. PROFESSIONAL shall not be responsible for the construction means, methods, techniques, sequences, or procedures or the safety precautions and programs used. PROFESSIONAL shall not be responsible for CONTRACTOR’s failure to perform the Work in accordance with the Contract Documents. 9.15. PROFESSIONAL shall not be responsible for the acts or omissions of CONTRACTOR, any Subcontractors, any agents or employees, or any other persons performing any of the Work. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 31 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 10--CHANGES IN THE WORK 10.1. Without invalidating the Contract, OWNER may at any time or from time to time order additions, deletions, or revisions in the Work. The OWNER shall provide CONTRACTOR with a proposal request, identifying the Work to be added, deleted or revised. Upon receipt, CONTRACTOR shall promptly submit a written proposal for the changed work prepared in accordance with Articles 11 and 12. If the proposal request calls only for the deletion of Work, the OWNER may order the partial suspension of any Work related to the proposed deletion, in which case CONTRACTOR must cease performance as directed; CONTRACTOR shall not be entitled to claim lost profits on deleted work. All changed Work shall be executed under the applicable conditions of the Contract Documents. 10.2. Additional Work performed by CONTRACTOR without authorization of a Change Order will not entitle CONTRACTOR to an increase in the Contract Price or an extension of the Contract Time, except in the case of an emergency as provided in Article 6. The effect of this paragraph shall remain paramount and shall prevail irrespective of any conflicting provisions contained in these Contract Documents. 10.3. Upon agreement as to changes in the Work to be performed, Work performed in an emergency as provided in Article 6, and any other claim of CONTRACTOR for a change in the Contract Time or the Contract Price, PROFESSIONAL will prepare a written Change Order to be signed by PROFESSIONAL and CONTRACTOR and submitted to OWNER for approval. 10.4. In the absence of an agreement as provided in 10.3, OWNER may, at its sole discretion, issue a Work Change Directive to CONTRACTOR. Pricing of the Work Change Directive will be in accordance with Section 11.3. The Work Change Directive will specify a price, and if applicable a time extension, determined to be reasonable by OWNER. If CONTRACTOR fails to sign such Work Change Directive , CONTRACTOR may submit a claim in accordance with Articles 11 and 12, but CONTRACTOR shall nevertheless be obligated to fully perform the work as directed by the Work Change Directive. 10.5. CONTRACTOR shall proceed diligently with performance of the Work as directed by OWNER, regardless of pending claim actions, unless otherwise agreed to in writing. 10.6. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time) is required by the provisions of any Bond to be given to a surety, the giving of any such notice will be CONTRACTOR's responsibility, and the amount of each applicable Bond will be adjusted accordingly. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 32 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 11-CHANGE OF CONTRACT PRICE 11.1. The Contract Price constitutes the total compensation (subject to written authorized adjustments) payable to CONTRACTOR for performing the Work. All duties, responsibilities and obligations assigned to or undertaken by CONTRACTOR shall be at CONTRACTOR’s expense without change in the Contract Price. 11.2. The Contract Price may only be changed by a Change Order or by a Written Amendment. Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other party and to PROFESSIONAL promptly (but in no event later than thirty days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. Notice of the amount of the claim with supporting data shall be delivered within sixty days after such occurrence (unless PROFESSIONAL allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts (direct, indirect and consequential) to which the claimant is entitled as a result of the occurrence of said event. All claims for adjustment in the Contract Price shall be determined by PROFESSIONAL in accordance with paragraph 9.11 if OWNER and CONTRACTOR cannot otherwise agree on the amount involved. No claim for an adjustment in the Contract Price will be valid if not submitted in accordance with this paragraph 11.2. 11.3. The value of any Work covered by a Change Order or of any claim for an adjustment in the Contract Price will be determined by the following procedures: 11.3.1. Designated Unit Price (Field Measure). CONTRACTOR and OWNER recognize and acknowledge that the quantities shown for those items designated in the Bid Proposal as unit price items are approximations prepared by OWNER for bid purposes and that the actual compensation payable to CONTRACTOR for the utilization of such items is based upon the application of unit prices to the actual quantities of items involved as measured in the field and required to complete the Work as originally defined in the Contract Documents. 11.3.2. When it is determined by OWNER that an addition, deletion, or revision to the Work, as defined in these Contract Documents, is required and affects the quantities required for items designed in the Bid Proposal as unit price items, CONTRACTOR and OWNER agree that the compensation payable to CONTRACTOR for such unit price items shall be adjusted accordingly by a Change Order based upon the application of the appropriate unit prices shown in the Bid Proposal to the quantity of the unit price item required to complete the Work as defined in the Contract Documents. 11.3.3. Other Unit Prices. For items not designated in the bid proposal as unit prices, OWNER and CONTRACTOR may establish unit prices as agreed on by Change Order. 11.3.4. Lump Sum. When it is determined by OWNER that an addition, deletion or revision to the Work is required which results in a change in Work designated in the Bid Proposal as a lump sum item, the amount of increase or decrease in the lump sum price shall be established by mutual agreement of the parties. 11.3.5. If the pricing methods specified in 11.3 are inapplicable, or if the parties are unable to agree on a price for the changed work, a reasonable price for the same shall be established by OWNER in accordance with 11.4 and 11.5. OWNER shall then process a unilateral Change Order, specifying the said reasonable Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 33 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement price, in accordance with 11.4 through 11.6. CONTRACTOR shall perform the Work as directed in the Change Order. 11.3.6. Failure on the part of CONTRACTOR to construct any item to plan or authorized dimensions within the specification tolerances shall result in: reconstruction to acceptable tolerances at no additional costs to OWNER; acceptance at no pay; or acceptance at reduced final pay quantity or reduced unit price, all at the discretion of OWNER. Determinations of aggregate monetary change for items identified as lump sum quantities shall be made by OWNER based upon an analysis of the scope of CONTRACTOR’s failure to construct to plan or authorized dimensions. Cost of the Work: 11.4. The term Cost of the Work means the sum of all costs necessarily incurred and paid by CONTRACTOR in the proper performance of the Work. Except as otherwise may be agreed to in writing by OWNER, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items and shall not include any of the costs itemized in paragraph 11.5: 11.4.1. Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Work under schedules of job classifications agreed upon by OWNER and CONTRACTOR. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' or workmen's compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing Work after regular working hours, on Saturday, Sunday or legal holidays, shall be included in the above to the extent authorized by OWNER. 11.4.2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to CONTRACTOR unless OWNER deposits funds with CONTRACTOR with which to make payments, in which case the cash discounts shall accrue to OWNER. Trade discounts, rebates and refunds and all returns from sale of surplus materials and equipment shall accrue to OWNER, and CONTRACTOR shall make provisions so that they may be obtained. 11.4.3. Payments made by CONTRACTOR to the Subcontractors for Work performed by Subcontractors. If required by OWNER, CONTRACTOR shall obtain competitive bids from Subcontractors acceptable to CONTRACTOR and shall deliver such bids to OWNER who then determines, with the advice of PROFESSIONAL, which bids will be accepted. If a subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work Plus a Fee, the Subcontractor's Cost of the Work shall be determined in the same manner as CONTRACTOR's Cost of the Work. All subcontracts shall be subject to the other provisions of the Contract Documents insofar as applicable. 11.4.4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys and accountants) employed for services specifically related to the Work. 11.4.5. Supplemental costs including the following: Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 34 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement 11.4.5.1. The proportion of necessary transportation, travel and subsistence expenses of CONTRAC- TOR's employees incurred in discharge of duties connected with the Work. 11.4.5.2. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the site and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost less market value of such items used but not consumed which remain the property of CONTRACTOR. 11.4.5.3. Rentals of all construction equipment and machinery and the parts thereof whether rented from CONTRACTOR or others in accordance with rental agreements approved by OWNER with the advice of PROFESSIONAL, and the costs of transportation, loading, unloading, installation, dismantling and removal thereof-all in accordance with terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work. 11.4.5.4. Sales, consumer, use or similar taxes related to the Work, and for which CONTRACTOR is liable, imposed by Laws and Regulations. 11.4.5.5. Deposits lost for causes other than negligence of CONTRACTOR, any Subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. 11.4.5.6. Losses and damages (and related expenses), not compensated by insurance or otherwise, to the Work or otherwise sustained by CONTRACTOR in connection with the performance and furnishing of the Work (except losses and damages within the deductible amounts of property insurance established by OWNER in accordance with paragraph 5.6) provided they have resulted from causes other than the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of OWNER. No such losses, damages and expenses shall be included in the Cost of the Work for the purpose of determining CONTRACTOR's Fee. If, however, any such loss or damage requires reconstruction and CONTRACTOR is placed in charge thereof, CONTRACTOR shall be paid for services a fee proportionate to that stated in paragraph 11.6.2. 11.4.5.7. The cost of utilities, fuel and sanitary facilities at the site. 11.4.5.8. Minor expenses such as telegrams, long distance telephone calls, telephone service at the site, expressage and similar petty cash items in connection with the Work. 11.4.5.9. Cost of premiums for additional Bonds and insurance required because of changes in the Work and premiums of property insurance coverage within the limits of the deductible amounts established by OWNER in accordance with paragraph 5.6. 11.5. The term Cost of the Work shall not include any of the following: 11.5.1. Payroll costs and other compensation of CONTRACTOR's officers, executives, principals (of partnership and sole proprietorships), general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expeditors, timekeepers, clerks and other personnel employed by CONTRACTOR whether at the site or in CONTRACTOR's principal or a branch office for general Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 35 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in paragraph 11.4.1 or specifically covered by paragraph 11.4.4-all of which are to be considered administrative costs covered by CONTRACTOR's Fee. 11.5.2. Expenses of CONTRACTOR's principal area branch offices other than CONTRACTOR's office at the site. 11.5.3. Any part of CONTRACTOR's capital expenses, including interest on CONTRACTOR'S capital used for the Change Order Work and charges against CONTRACTOR for delinquent payments. 11.5.4. Cost of premiums for all Bonds and for all insurance whether or not CONTRACTOR is required by the Contract Documents to purchase and maintain the same (except for the cost of premiums covered by subparagraph 11.4.5.9 above). 11.5.5. Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly, employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied and making good any damage to property. 11.5.6. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in paragraph 11.4. CONTRACTOR's Fee: 11.6. CONTRACTOR's Fee allowed to CONTRACTOR for overhead and profit shall be determined as follows: 11.6.1. a mutually acceptable fixed fee, or if none can be agreed upon; 11.6.2. a fee based on the following percentages of the various portions of the Cost of the Work: 11.6.2.1. for costs incurred under paragraphs 11.4.1 and 11.4.2, CONTRACTOR's Fee shall be fifteen percent, 11.6.2.2. for costs incurred under paragraph 11.4.3, CONTRACTOR's Fee shall five percent; and if a subcontract is on the basis of Cost of the Work Plus a Fee, the maximum allowable to CONTRACTOR on account of overhead and profit of all Subcontractors shall be fifteen percent, 11.6.2.3. no fee shall be payable on the basis of costs itemized under paragraphs 11.4.4, 11.4.5 and 11.3, 11.6.2.4. the amount of credit to be allowed by CONTRACTOR to OWNER for any such change which results in a net decrease in cost will be the amount of the actual net decrease plus a deduction in CONTRACTOR's Fee by an amount equal to ten percent of the net decrease, and Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 36 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement 11.6.2.5. when both additions and credits are involved in any one change, the adjustment in CON- TRACTOR's Fee shall be computed on the basis of the net change in accordance with paragraphs 11.6.2.1 through 11.6.2.4, inclusive. 11.7. For all changes, CONTRACTOR shall submit an itemized cost breakdown, together with supporting data in such detail and form as prescribed by the Project Manager. When a credit is due, the amount of credit to be allowed by CONTRACTOR to OWNER for any such change which results in a net decrease in cost will be the amount of the actual net decrease in direct cost as determined by the Project Manager, plus the applicable reduction in overhead and profit. When both additions and credits are involved in any change, the combined overhead and profit shall be calculated on the basis of the net change, whether an increase or decrease. In any event, the minimum detail shall be an itemization of all man-hours required by discipline/trade with the unit cost per man-hour and total labor price, labor burden, equipment hours and rate for each piece of equipment, material by units of measure and price per unit, other costs specifically itemized, plus the overhead and profit markup. Cash Allowances: 11.8. It is understood that CONTRACTOR has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be done by such Subcontractors or Suppliers and for such sums within the limit of the allowances as may be acceptable to PROFESSIONAL CONTRACTOR agrees that: 11.8.1. The allowances include the cost to CONTRACTOR (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the site and all applicable taxes; and 11.8.2. CONTRACTOR's costs for unloading and handling on the site, labor, installation costs, overhead, profit and other expenses contemplated for the allowances have been included in the Contract Price and not in the allowances. No demand for additional payment on account of any thereof will be valid. Prior to final payment, an appropriate Change Order will be issued as recommended by PROFESSIONAL to reflect actual amounts due CONTRACTOR on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. Unit Price Work: 11.9.1. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the established unit prices for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price Work performed by CONTRACTOR will be made by PROFESSIONAL in accordance with Paragraph 9.10. 11.9.2. Each unit price will be deemed to include an amount considered by CONTRACTOR to be adequate to cover CONTRACTOR's overhead and profit for each separately identified item. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 37 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement 11.9.3. Where the quantity of any item of Unit Price Work performed by CONTRACTOR differs materially and significantly from the estimated quantity of such item indicated in the Agreement and there is no corresponding adjustment with respect to any other item of Work and if CONTRACTOR believes that CONTRACTOR has incurred additional expense as a result thereof, CONTRACTOR may make a claim for an increase in the Contract Price in accordance with Article 11 if the parties are unable to agree as to the amount of any such increase. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 38 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 12--CHANGE OF CONTRACT TIME 12.1. The Contract Time may only be changed by a Change Order. Any request for an extension in the Contract Time shall be made in writing and delivered to PROFESSIONAL and OWNER within seven (7) calendar days of the occurrence first happening and resulting in the claim. Written supporting data will be submitted to PROFESSIONAL and OWNER within fifteen (15) calendar days after such occurrence unless the OWNER allows additional time. All claims submitted by CONTRACTOR for adjustments to the Contract Time must set forth in detail the reasons for and causes of the delay and clearly indicate why the subject delay was beyond CONTRACTOR’s control or fault. 12.2. If CONTRACTOR is delayed at any time in the performance, progress, commencement, or completion of the Work by any act or neglect of OWNER or PROFESSIONAL, or by an employee of either, or by any separate CONTRACTOR employed by OWNER, or by changes ordered in the Work, or by labor disputes, fire, unavoidable casualties, utility conflicts which could not have been identified or foreseen by CONTRACTOR using reasonable diligence, or any causes beyond CONTRACTOR’s control or fault, then the Contract Time shall be extended by Change Order for such reasonable time as OWNER may determine. CONTRACTOR shall be entitled to an extension of time for such causes only for the number of days of delay which OWNER may determine to be due solely to such causes and only to the extent such occurrences actually delay the completion of the Work and then only if CONTRACTOR shall have strictly complied with all the requirements of the Contract Documents. Provided, however, notwithstanding anything in the Contract Documents to the contrary, no interruption, interference, inefficiency, suspension or delay in the performance, progress, commencement or completion of the Work for any cause whatsoever, including those for which OWNER or PROFESSIONAL may be responsible in whole or in part, shall relieve CONTRACTOR of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONTRACTOR’s sole and exclusive remedy against OWNER for interruption, interference, inefficiency, suspension or delay of any aspect of the Work shall be the right to seek an extension to the Contract Time in accordance with the procedures set forth herein. 12.3 Added in SGC Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 39 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 13--WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS: CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK Warranty and Guarantee: 13.1. CONTRACTOR warrants and guarantees to OWNER that all materials and equipment will be new unless otherwise specified and that all work will be of good quality, performed in a workmanlike manner, free from faults or defects, and in accordance with the requirements of the Contract Documents and any inspections, tests, or approvals referred to in this Article. All unsatisfactory Work, all faulty Work and all Work not conforming to the requirements of the Contract Documents or such inspections, tests, approvals, or all applicable building, construction and safety requirements shall be considered defective. Notice of all defects shall be given to CONTRACTOR by PROFESSIONAL. All defective work, whether or not in place, may be rejected, corrected, or accepted as provided in this Article. Access to Work: 13.2. For the duration of the Work, PROFESSIONAL and its representatives, other designated representatives of OWNER, and authorized representatives of any regulatory agency shall at all times be given access to the Work. CONTRACTOR shall provide proper facilities for such access and observation of the Work and also for any inspection or testing by others. Tests and Inspections: 13.3. If the Contract Documents, laws, ordinances, rules, regulations or orders of any public authority having jurisdiction require any Work to specifically be inspected, tested, or approved by someone other than CONTRACTOR, CONTRACTOR shall give PROFESSIONAL timely notice of readiness therefore. 13.4. The testing firm(s) (if assigned by OWNER to this Work) and all such inspections, tests, or approvals provided for by OWNER shall be identified in writing by PROFESSIONAL to CONTRACTOR. All other inspections, tests or approvals shall be at CONTRACTOR’s expense including additional expenses for inspection and tests required as a result of delays by CONTRACTOR or hours worked in excess of 40 hours per week. For all required inspections, tests, and approvals on any Work prepared, performed, or assembled away from the site, CONTRACTOR will furnish PROFESSIONAL with the required Certificates of Inspection, testing, or approval. All such tests will be in accordance with the methods prescribed by the American Society for Testing and Materials or such other applicable organizations as may be required by law or the Contract Documents. Materials or Work in place that fail to pass acceptability tests shall be retested at the direction of PROFESSIONAL and at CONTRACTOR’s expense. 13.5. All inspections, tests or approvals other than those required by Laws or Regulations of any public body having jurisdiction shall be performed by organizations acceptable to OWNER and CONTRACTOR (or by PROFESSIONAL if so specified). 13.6. If any Work (including the work of others) that is to be inspected, tested or approved is covered without written concurrence of PROFESSIONAL, it must, if requested by PROFESSIONAL, be uncovered for observation. Such uncovering shall be at CONTRACTOR's expense unless CONTRACTOR has given PROFESSIONAL timely notice of CONTRACTOR's intention to cover the same and PROFESSIONAL has not Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 40 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement acted with reasonable promptness in response to such notice. 13.7. Neither observations by PROFESSIONAL or Project Manager nor inspections, tests, or approvals by persons other than CONTRACTOR shall relieve CONTRACTOR of its obligations to perform the Work in accordance with the requirements of the Contract Documents. Uncovering Work: 13.8. If any Work required to be inspected, tested or approved is covered prior thereto without the prior written approval of PROFESSIONAL, or if any Work is covered contrary to the request of PROFESSIONAL, the Work shall, if requested by PROFESSIONAL, be uncovered for observation, inspection, testing or approval and replaced at CONTRACTOR’s expense. 13.9. If PROFESSIONAL considers it necessary or advisable that covered Work be observed by PROFESSIONAL or inspected or tested by others, CONTRACTOR, at PROFESSIONAL's request, shall uncover, expose or otherwise make available for observation, inspection or testing as PROFESSIONAL may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective, CONTRACTOR shall bear all direct and consequential costs of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction (including but not limited to fees and charges of PROFESSIONALs, architects, attorneys and other PROFESSIONALs), and OWNER shall be entitled to an appropriate decrease in the Contract Price and, if the parties are unable to agree as to the amount thereof, OWNER may make a claim therefor as provided in Article 11. If, however, such Work is not found to be defective, CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to such uncovering, exposure, observation, inspection, testing and reconstruction, and, if the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make a claim therefor as provided in Articles 11 and 12. OWNER May Stop the Work: 13.10. When Work is defective or when CONTRACTOR fails to supply sufficient skilled workmen or suitable materials or equipment or make prompt payments to Subcontractors for labor, materials, or equipment or if CONTRACTOR violates any provisions of these Contract Documents, OWNER may order CONTRACTOR to stop the Work until the cause for such order has been eliminated. However, this right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any other party. CONTRACTOR shall have no right to claim an increase in the Contract Price or Contract Time or other damages for a stop work order under this paragraph. Correction or Removal of Defective Work: 13.11. When directed by PROFESSIONAL, CONTRACTOR shall promptly, without cost to OWNER and as specified by PROFESSIONAL, either correct the defective Work whether fabricated, installed, or completed, or remove it from the site and replace it with non-defective Work. If CONTRACTOR does not correct such defective Work or remove and replace such defective Work within a reasonable time, as specified in a written notice from PROFESSIONAL, OWNER may have the deficiency corrected. All direct and indirect costs of such correction shall be paid by CONTRACTOR or deducted from payment to CONTRACTOR. CONTRACTOR will also bear the expense of correcting or removing and replacing all Work of others Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 41 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement destroyed or damaged by the correction, removal, or replacement of the defective Work. One Year Correction Period: 13.12. If, after approval of final payment and prior to the expiration of one year after the date of substantial completion or such longer period of time as may be prescribed by law or by the terms of any applicable special guarantee required by the Contract Documents, any Work or materials are found to be defective, incomplete, or otherwise not in accordance with the Contract Documents, CONTRACTOR shall promptly, without cost to OWNER and in accordance with OWNER’s written instructions, either correct such defective Work or if it has been rejected by OWNER, remove it from the Site and replace it with non-defective Work. If CONTRACTOR does not promptly comply with the terms of such instructions, OWNER may have the defective Work corrected, removed, or replaced. All direct, indirect and consequential costs of such removal and replacement (including but not limited to fees and charges of engineers, architects, attorneys and other professionals) will be paid by CONTRACTOR. Acceptance of Defective Work: 13.13. If, instead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to PROFESSIONAL's recommendation of final payment, PROFESSIONAL) prefers to accept it, OWNER may do so. CONTRACTOR shall bear all direct, indirect and consequential costs attributable to OWNER's evaluation of and determination to accept such defective Work (such costs to be approved by PROFESSIONAL as to reasonableness and to include but not be limited to fees and charges of engineers, architects, attorneys and other professionals). If any such acceptance occurs prior to PROFESSIONAL's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and OWNER shall be entitled to an appropriate decrease in the Contract Price, and, if the parties are unable to agree as to the amount thereof, OWNER may make a claim therefor as provided in Article 11. If the acceptance occurs after such recommendation, an appropriate amount will be paid by CONTRACTOR to OWNER. OWNER May Correct Defective Work: 13.14. If CONTRACTOR fails within a reasonable time after written notice of PROFESSIONAL to proceed to correct defective Work or to remove and replace rejected Work as required by PROFESSIONAL in accordance with paragraph 13.11, or if CONTRACTOR fails to perform the Work in accordance with the Contract Documents, or if CONTRACTOR falls to comply with any other provision of the Contract Documents, OWNER may, after seven days' written notice to CONTRACTOR, correct and remedy any such deficiency. In exercising the rights and remedies under this paragraph, OWNER shall proceed expeditiously, to the extent necessary to complete corrective and remedial action. OWNER may exclude CONTRACTOR from all or part of the site, take possession of all or part of the Work, and suspend CONTRACTOR's services related thereto, take possession of CONTRACTOR's tools, appliances, construction equipment and machinery at the site and incorporate in the Work all materials and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere. CONTRACTOR shall allow OWNER, OWNER's representatives, agents and employees such access to the site as may be necessary to enable OWNER to exercise the rights and remedies under this paragraph. All direct, indirect and consequential costs of OWNER in exercising such rights and remedies will be charged against CONTRACTOR in an amount approved as to reasonableness by PROFESSIONAL, and a Change Order will be issued incorporating the necessary Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 42 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement revisions in the Contract Documents with respect to the Work, and OWNER shall be entitled to an appropriate decrease in the Contract Price, and, if the parties are unable to agree as to the amount thereof, OWNER may make a claim therefor as provided in Article 11. Such direct, indirect and consequential costs will include, but not be limited to, fees and charges of engineers, architects, attorneys and other professionals, all court costs and all costs of repair and replacement of work of others destroyed or damaged by correction, removal or replacement of CONTRACTOR's defective Work. CONTRACTOR shall not be allowed an extension of the Contract Time because of any delay in performance of the Work attributable to the exercise by OWNER of OWNER's rights and remedies hereunder. Neglected Work by CONTRACTOR 13.15. If CONTRACTOR neglects to execute the Work in accordance with the Contract Documents, including any requirements of the progress schedule, PROFESSIONAL may direct CONTRACTOR to submit a recovery plan and take specific corrective actions including, but not limited to, employing additional workmen and/or equipment, and working extended hours and additional days, all at no cost to OWNER in order to put the Work back on schedule. If CONTRACTOR fails to correct the deficiency or take appropriate corrective action, OWNER may terminate the contract or CONTRACTOR’s right to proceed with that portion of Work and have the Work done by others. The cost of completion under such procedure shall be charged against CONTRACTOR. A Change Order shall be issued incorporating the necessary revisions in the Contract Documents, including an appropriate reduction in the Contract Price. If the payments due CONTRACTOR are not sufficient to cover such amount, CONTRACTOR shall pay the difference to OWNER. 13.16. Should CONTRACTOR work overtime, weekends or holidays to regain the schedule, all costs to OWNER of associated inspection, construction management and resident engineers shall be identified to CONTRACTOR and the Contract Price reduced by a like amount via Change Order. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 43 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 14-PAYMENTS TO CONTRACTOR AND COMPLETION Schedule of Values: 14.1. The schedule of values established as provided in 2.9 will serve as the basis for progress payments and will be incorporated into a form of application for Payment acceptable to Project Manager. Progress payments on account of Unit Price Work will be based on the number of units completed. Application for Progress Payment: 14.2. At least twenty (20) calendar days before the date established for each progress payment (but not more often than once a month), CONTRACTOR shall submit to PROFESSIONAL for review an application for Payment filled out and signed by CONTRACTOR covering the work completed as of the date of the application and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice or other documentation warranting that OWNER has received the materials and equipment free and clear of all liens and evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect OWNER’s interest therein, all of which will be satisfactory to OWNER. Payment is subject to a ten percent (10%) retainage that will be held until the final payment or acceptance by OWNER. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. CONTRACTOR's Warranty of Title: 14.3. CONTRACTOR warrants and guarantees that title to all Work, materials and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to OWNER no later than the time of payment free and clear of all Liens. Review of Applications for Progress Payment: 14.4. PROFESSIONAL will, within ten (10) calendar days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the application to OWNER, or return the application to CONTRACTOR indicating in writing PROFESSIONAL’s reasons for refusing to recommend payment. In the latter case, CONTRACTOR may make the necessary corrections and resubmit the application. OWNER shall, within thirty-one calendar days of presentation to him of the application for payment with PROFESSIONAL’s recommendation of the amount for payment, pay CONTRACTOR amount recommended. 14.5. PROFESSIONAL's recommendation of any payment requested in an Application for Payment will constitute a representation by PROFESSIONAL to OWNER, based on PROFESSIONAL's on-site observations of the Work in progress as an experienced and qualified design PROFESSIONAL and on PROF- ESSIONAL's review of the Application for Payment and the accompanying data and schedules, that the Work has progressed to the point indicated; that, to the best of PROFESSIONAL's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents subject to an evaluation of the Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 44 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, to a final determination of quantities and classifications for Unit Price Work under paragraph 9.10, and to any other qualifications stated in the recommendation; and that CONTRACTOR is entitled to payment of the amount recommended. However, by recommending any such payment, PROFESSIONAL will not thereby be deemed to have represented that exhaustive or continuous on-site inspections have been made to check the quality or the quantity of the Work beyond the responsibilities specifically assigned to PROFESSIONAL in the Contract Documents or that there may not be other matters or issues between the parties that might entitle CONTRACTOR to be paid additionally by OWNER or OWNER to withhold payment to CONTRACTOR. 14.6. PROFESSIONAL's recommendation of final payment will constitute an additional representation by PROFESSIONAL to OWNER that the conditions precedent to CONTRACTOR's being entitled to final payment as set forth in paragraph 14.13 have been fulfilled. 14.7. PROFESSIONAL may refuse to recommend the whole or any part of any payment if, in PROFESSIONAL's opinion, it would be incorrect to make such representations to OWNER. PROFESSIONAL may also refuse to recommend any such payment, or, because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any such payment previously recommended, to such extent as may be necessary in PROFESSIONAL's opinion to protect OWNER from loss because: 14.7.1. the Work is defective, or completed Work has been damaged requiring correction or replacement. 14.7.2. the Contract Price has been reduced by Written Amendment or Change Order. 14.7.3. OWNER has been required to correct defective Work or complete Work in accordance with paragraph 13.14. or 14.7.4. of PROFESSIONAL's actual knowledge of the occurrence of any of the events enumerated in paragraphs 15.2.1 through 15.2.9 inclusive. OWNER may refuse to make payment of the full amount recommended by PROFESSIONAL because claims have been made against OWNER on account of CONTRACTOR's performance or furnishing of the Work or Liens have been filed in connection with the Work or there are other items entitling OWNER to a off-set against the amount recommended, but OWNER must give CONTRACTOR immediate written notice (with a copy to PROFESSIONAL) stating the reasons for such action. Substantial Completion: 14.8. When CONTRACTOR considers the entire Work ready for its intended use, CONTRACTOR shall notify OWNER and PROFESSIONAL in writing that the entire Work is substantially complete (except for items specifically listed by CONTRACTOR as incomplete) and request that PROFESSIONAL issue a certificate of Substantial Completion. Within a reasonable time thereafter, OWNER, CONTRACTOR and PROFESSIONAL shall make an inspection of the Work to determine the status of completion. If PROFESSIONAL does not consider the Work substantially complete, PROFESSIONAL will notify CONTRACTOR in writing giving the reasons therefor. If PROFESSIONAL considers the Work substantially Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 45 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement complete, PROFESSIONAL will prepare and deliver to OWNER a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. OWNER shall have seven days after receipt of the tentative certificate during which to make written objection to PROFESSIONAL as to any provisions of the certificate or attached list. If, after considering such objections, PROFESSIONAL concludes that the Work is not substantially complete, PROFESSIONAL will, within fourteen days after submission of the tentative certificate to OWNER notify CONTRACTOR in writing stating the reasons therefor. If, after consideration of OWNER's, objections, PROFESSIONAL considers the Work substantially complete, PROFESSIONAL will within said fourteen days execute and deliver to OWNER and CONTRACTOR a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as PROFESSIONAL believes justified after consideration of any objections from OWNER. At the time of delivery of the tentative certificate of Substantial Completion, PROFESSIONAL will deliver to OWNER and CONTRACTOR a written recommendation as to division of responsibilities pending final payment between OWNER and CONTRACTOR with respect to security, operation, safety, maintenance, heat, utilities, insurance and warranties. Unless OWNER and CONTRACTOR agree otherwise in writing and so inform PROFESSIONAL prior to PROFESSIONAL's issuing the definitive certificate of Substantial Completion, PROFESSIONAL's aforesaid recommendation will be binding on OWNER and CONTRACTOR until final payment. 14.9. OWNER shall have the right to exclude CONTRACTOR from the Work after the date of Substantial Completion, but OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list. Partial Utilization: 14.10. Use by OWNER at OWNER’s option of any substantially completed part of the Work which (i) has specifically been identified in the Contract Documents, or (ii) OWNER, PROFESSIONAL, and CONTRACTOR agree constitutes a separately functioning and usable part of the Work that can be used by OWNER for its intended purpose without significant interference with CONTRACTOR’s performance of the remainder of the Work, may be accomplished prior to Substantial Completion of all the Work subject to the following: 14.10.1. OWNER at any time may request CONTRACTOR in writing to permit OWNER to use any such part of the Work which OWNER believes to be ready for its intended use and substantially complete. If CONTRACTOR agrees, CONTRACTOR will certify to OWNER and PROFESSIONAL that said part of the Work is substantially complete and request PROFESSIONAL to issue a certificate of Substantial Completion for that part of the Work. CONTRACTOR at any time may notify OWNER and PROFESSIONAL in writing that CONTRACTOR considers any such part of the Work ready for its intended use and substantially complete and request PROFESSIONAL to issue a certificate of Substantial Completion for that part of the Work. Within a reasonable time after either such request, OWNER, CONTRACTOR and PROFESSIONAL shall make an inspection of that part of the Work to determine its status of completion. If PROFESSIONAL does not consider that part of the Work to be substantially complete, PROFESSIONAL will notify OWNER and CONTRACTOR, in writing, giving the reasons therefor. If PROFESSIONAL considers that part of the Work to be substantially complete, the provisions of paragraphs 14.8 and 14.9 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 46 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement 14.10.2. OWNER may at any time request CONTRACTOR, in writing, to permit OWNER to take over operation of any such part of the Work although it is not substantially complete. A copy of such request will be sent to PROFESSIONAL and, within a reasonable time thereafter, OWNER, CONTRACTOR and PROFESSIONAL shall make an inspection of that part of the Work to determine its status of completion, and PROFESSIONAL will prepare a list of the items remaining to be completed or corrected thereon before final payment. If CONTRACTOR does not object in writing to OWNER and PROFESSIONAL that such part of the Work is not ready for separate operation by OWNER, PROFESSIONAL will finalize the list of items to be completed or corrected and will deliver such list to OWNER and CONTRACTOR together with a written recommendation as to the division of responsibilities pending final payment between OWNER and CONTRACTOR with respect to security, operation, safety, maintenance, utilities, insurance, warranties and guarantees for that part of the Work which will become binding upon OWNER and CONTRACTOR at the time when OWNER takes over such operation (unless they shall have otherwise agreed in writing and so informed PROFESSIONAL). During such operation and prior to Substantial Completion of such part of the Work, OWNER shall allow CONTRACTOR reasonable access to complete or correct items on said list and to complete other related Work. 14.10.3. No occupancy or separate operation of part of the Work will be accomplished prior to compliance with the requirements of paragraph 5.15 in respect of property insurance. 14.10.4. OWNER, may at its discretion, reduce the amount of retainage subject to Beneficial Occupancy. Final Inspection: 14.11. Upon written notice from CONTRACTOR that the entire Work or an agreed upon portion thereof is complete, PROFESSIONAL will make a final inspection with OWNER and CONTRACTOR and will notify CONTRACTOR in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. CONTRACTOR shall immediately take such measures as are necessary to remedy such defi- ciencies. Final Application for Payment: 14.12. After CONTRACTOR has completed all such corrections to the satisfaction of PROFESSIONAL and OWNER and delivered in accordance with the Contract Documents all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by 5.2, certificates of inspection, marked-up record documents and other documents, CONTRACTOR may make application for final payment following the procedure for progress payments. The final Application for Payment shall be accompanied (except as previously delivered) by: (i) all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required, (ii) consent of the surety, if any, to final payment, and (iii) complete and legally effective releases or waivers (satisfactory to OWNER) of all liens arising out of or filed in connection with the Work. In lieu of such releases or waivers of liens and as approved by OWNER, CONTRACTOR may furnish receipts or release in full and an affidavit of CONTRACTOR that (i) the releases and receipts include all labor, services, material and equipment for which a lien could be filed, and (ii) all payrolls, material and equipment bills and other indebtedness connected with the Work for which OWNER or OWNER’s property might in any way be responsible have been paid or Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 47 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement otherwise satisfied. If any Subcontractor or supplier fails to furnish such a release or receipt in full, CONTRACTOR may furnish a bond or other collateral satisfactory to OWNER to indemnify OWNER against any lien. 14.12.1. No application for final payment will be accepted by OWNER until approved as-built documents by CONTRACTOR are accepted and approved by PROFESSIONAL. 14.12.2. Notwithstanding any other provision of these contract documents to the contrary, OWNER and PROFESSIONAL are under no duty or obligation whatsoever to any vendor, materials provider, Subcontractor, laborer or other party to ensure that payments due and owing by CONTRACTOR to any of them are or will be made. Such parties shall rely only on CONTRACTOR’s surety bonds for remedy of nonpayment by him. CONTRACTOR agrees to defend and resolve all claims made by Subcontractors, indemnifying OWNER and PROFESSIONAL for all claims arising from or resulting from Subcontractor or supplier or material men or laborer services in connection with this project. 14.12.3. General Indemnity: CONTRACTOR shall indemnify OWNER and PROFESSIONAL for any damages sustained, including lost profits, resulting from CONTRACTOR’s failure or refusal to perform the work required by these contract documents. Final Payment and Acceptance: 14.13. If, on the basis of PROFESSIONAL’s observation of the Work during construction and final inspection and PROFESSIONAL’s review of the final Application for Payment and accompanying documentation as required by the Contract Documents, PROFESSIONAL is satisfied that the Work has been completed and CONTRACTOR’s other obligations under the Contract Documents have been fulfilled, PROFESSIONAL will, within ten (10) working days after receipt of the final Application for Payment, indicate in writing PROFESSIONAL’s recommendation of payment and present the Application to OWNER for payment. At the same time PROFESSIONAL will also give written notice to OWNER and CONTRACTOR that the Work is acceptable subject to the provisions of 14.6. Otherwise, PROFESSIONAL will return the application to CONTRACTOR, indicating in writing the reasons for refusing to recommend final payment, in which case CONTRACTOR shall make the necessary corrections and resubmit the Application. After the presentation to OWNER of the application and accompanying documentation, in appropriate form and substance and with PROFESSIONAL’s recommendation and notice of acceptability, the amount recommended by PROFESSIONAL will become due and will be paid by OWNER to CONTRACTOR. 14.14. If, through no fault of CONTRACTOR, final completion of the Work is significantly delayed and if PROFESSIONAL so confirms, OWNER shall, upon receipt of CONTRACTOR’s final Application for Payment and recommendation of PROFESSIONAL and without terminating the Agreement, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by OWNER for Work not fully completed or corrected is less than the retainage stipulated in the Contract and if bonds have been furnished as required in Article 5, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by CONTRACTOR to PROFESSIONAL with the application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 48 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement CONTRACTOR's Continuing Obligation: 14.15. CONTRACTOR's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. Neither recommendation of any progress or final payment by PROFESSIONAL, nor the issuance of a certificate of Substantial Completion, nor any payment by OWNER to CONTRACTOR under the Contract Documents, nor any use or occupancy of the Work or any part thereof by OWNER, nor any act of acceptance by OWNER nor any failure to do so, nor any review and approval of a Shop Drawing or sample submission, nor the issuance of a notice of acceptability by PROFESSIONAL pursuant to paragraph 14.13, nor any correction of defective Work by OWNER will constitute an acceptance of Work not in accordance with the Contract Documents or a release of CONTRACTOR's obligation to perform the Work in accordance with the Contract Documents (except as provided in paragraph 14.16). Waiver of Claims: 14.16. The making and acceptance of final payment will constitute: 14.16.1. A waiver of all claims by OWNER against CONTRACTOR, except claims arising from unsettled liens, from defective Work appearing after final inspection pursuant to 14.11, from failure to comply with the Contract Documents or the terms of any special guarantees specified therein, or from CONTRACTOR’s continuing obligations under the Contract Documents; and 14.16.2. A waiver of all claims by CONTRACTOR against OWNER other than those previously made in writing and still unsettled. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 49 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 15--SUSPENSION OF WORK AND TERMINATION OWNER May Suspend Work: 15.1. OWNER may, at any time and without cause, suspend the Work or any portion thereof for a period of not more than ninety days by notice in writing to CONTRACTOR and PROFESSIONAL which will fix the date on which Work will be resumed. CONTRACTOR shall resume the Work on the date so fixed. CONTRACTOR shall be allowed an adjustment in the Contract Price or an extension of the Contract Time, or both, directly attributable to any suspension if CONTRACTOR makes an approved claim therefor as provided in Articles 11 and 12. Termination For Cause: 15.2. Upon the occurrence of any one or more of the following events: 15.2. 1. if CONTRACTOR commences a voluntary case under any chapter of the Bankruptcy Code (Title 11, United States Code), as now or hereafter in effect, or if CONTRACTOR takes any equivalent or similar action by filing a petition or otherwise under any other federal or state law in effect at such time relating to the bankruptcy or insolvency; 15.2.2. if a petition is filed against CONTRACTOR under any chapter of the Bankruptcy Code as now or hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief against CONTRACTOR under any other federal or state law in effect at the time relating to bankruptcy or insolvency; 15.2.3. if CONTRACTOR makes a general assignment for the benefit of creditors; 15.2.4. if a trustee, receiver, custodian or agent of CONTRACTOR is appointed under applicable law or under contract, whose appointment or authority to take charge of property of CONTRACTOR is for the purpose of enforcing a Lien against such property or for the purpose of general administration of such property for the benefit of CONTRACTOR's creditors; 15.2.5. if CONTRACTOR admits in writing an inability to pay its debts generally, as they become due; 15.2.6. if CONTRACTOR fails to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the progress schedule established under paragraph 2.9 as revised from time to time); 15.2.7. if CONTRACTOR disregards Laws or Regulations of any public body having jurisdiction; 15.2.8. if CONTRACTOR disregards the authority of PROFESSIONAL; or 15.2.9. if CONTRACTOR otherwise violates in any substantial way any provisions of the Contract Documents, Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 50 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement OWNER may, after giving CONTRACTOR (and the surety, if there be one) seven days' written notice and to the extent permitted by Laws and Regulations, terminate the services of CONTRACTOR, exclude CONTRACTOR from the site and take possession of the Work and of all CONTRACTOR's tools, appliances, construction equipment and machinery at the site and use the same to the full extent they could be used by CONTRACTOR (without liability to CONTRACTOR for trespass or conversion), incorporate in the Work all materials and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere, and finish the Work as OWNER may deem expedient. In such case CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct, indirect and consequential costs of completing the Work (including but not limited to fees and charges of PROFESSIONALs, architects, attorneys and other PROFESSIONALs and court and arbitration costs) such excess will be paid to CONTRACTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pay the difference to OWNER. Such costs incurred by OWNER will be approved as to reasonableness by PROFESSIONAL and incorporated in a Change Order, but when exercising any rights or remedies under this paragraph, OWNER shall not be required to obtain the lowest price for the Work performed. 15.3. In the event OWNER terminates the contract for cause and it is subsequently judicially determined that there was no cause for termination, the termination for convenience provision will be the means for disposition of the balance of the contract obligations. Termination for Convenience 15.4. Upon seven working days’ written notice to CONTRACTOR and PROFESSIONAL, OWNER may, without cause and without prejudice to any other right or remedy of OWNER, elect to terminate the Contract. In such case, CONTRACTOR shall be paid (without duplication of any items): 15.4.1. For completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 15.4.2. For expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; 15.4.3. For all claims, costs, losses and damages incurred in settlement of terminated contracts with Subcontractors, suppliers and others; and 15.4.4. For reasonable expenses directly attributable to termination. CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 15.5. Where CONTRACTOR's services have been so terminated by OWNER, the termination will not affect any rights or remedies of OWNER against CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of moneys due CONTRACTOR by OWNER will not release CONTRACTOR from liability. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 51 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement CONTRACTOR May Stop Work or Terminate: 15.6. If through no act or fault of CONTRACTOR, the Work is suspended for a period of more than ninety calendar days by OWNER or under an order of court or other public authority, or PROFESSIONAL fails to act on any Application for Payment within thirty days after it is submitted or OWNER fails for thirty-one days to pay CONTRACTOR any sum finally determined to be due, then CONTRACTOR may upon seven working days’ written notice to OWNER and PROFESSIONAL and provided OWNER or PROFESSIONAL did not remedy such suspension or failure within that time, terminate the Agreement and recover from OWNER payment on the same terms as provided in 15.2. In lieu of terminating the Agreement and without prejudice to any other right or remedy, if PROFESSIONAL has failed to act on an Application for Payment within thirty days after it is submitted or OWNER has failed for thirty-one calendar days after it is submitted to pay CONTRACTOR any sum finally determined to be due, CONTRACTOR may upon seven days’ written notice to OWNER and PROFESSIONAL stop the Work until receipt of payment of all such amounts due CONTRACTOR, including interest thereon. The provisions of this paragraph are not intended to preclude CONTRACTOR from making claim under Articles 11 and 12 for an increase in Contract Price or Contract Time or otherwise for expenses or damage directly attributable to CONTRACTOR’s stopping Work as permitted by this paragraph. The provisions of this paragraph shall not relieve CONTRACTOR of the obligations under paragraph 6.30 to carry on the Work in accordance with the progress schedule and without delay during disputes and disagreements with OWNER. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 52 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 16--DISPUTE RESOLUTION 16.1. All disputes arising under this Contract or its interpretation whether involving law or fact or both, or extra work, and all claims for alleged breach of contract shall within ten (10) working days of the commencement of the dispute be presented by CONTRACTOR to OWNER for decision. All papers pertaining to claims shall be filed in quadruplicate. Such notice need not detail the amount of the claim but shall state the facts surrounding the claim in sufficient detail to identify the claim, together with its character and scope. In the meantime, CONTRACTOR shall proceed with the Work as directed. Any claim not presented within the time limit specified in this paragraph shall be deemed to have been waived, except that if the claim is of a continuing character and notice of the claim is not given within ten (10) working days of its commencement, the claim will be considered only for a period commencing ten (10) working days prior to the receipt by OWNER of notice thereof. Each decision by OWNER will be in writing and will be mailed to CONTRACTOR by registered or certified mail, return receipt requested, directed to his last known address. 16.2 All claims, disputes and other matters in question between OWNER and CONTRACTOR arising out of, or relating to, the Contract Documents or the breach thereof shall be decided under Georgia Law in the Superior Court of Richmond County, Georgia. CONTRACTOR by execution of the Contract consents to jurisdiction and venue in the Superior Court of Richmond County, Georgia, and waives any right to contest same. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 53 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement ARTICLE 17-MISCELLANEOUS Giving Notice: 17.1. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. Computation of Time: 17.2.1. When any period of time is referred to in the Contract Documents by days, it will 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 day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 17.2.2. A calendar day of twenty-four hours measured from midnight to the next midnight shall constitute a day. General: 17.3. Should OWNER or CONTRACTOR suffer injury or damage to person or property because of any error, omission or act of the other party or of any of the other party's employees or agents or others for whose acts the other party is legally liable, claim should be made in writing to the other party within a reasonable time of the first observance of such injury or damage. The provisions of this paragraph 17.3 shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitations or repose. 17.4. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon CONTRACTOR by paragraphs 6.32, 13.1, 13.12, 13.14, 14.3 and 15.2 and all of the rights and remedies available to OWNER and PROFESSIONAL thereunder, are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee or by other provisions of the Contract Documents, and the provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. All representations, warranties and guarantees made in the Contract Documents will survive final payment and termination or completion of the Agreement. 17.5. CONTRACTOR shall keep adequate records and supporting documentation applicable to this Work and Contract. Said records and documentation shall be retained by CONTRACTOR for a minimum of five (5) years from the date of final completion or termination of this Contract. OWNER shall have the right to audit, inspect, and copy all such records and documentation as often as OWNER deems necessary during the period of the Contract and for a period of five (5) years thereafter provided, however, such activity shall be conducted only during normal business hours. OWNER, during this period of time, shall also have the right to obtain a copy of and otherwise inspect any audit made at the direction of CONTRACTOR as concerns the aforesaid records and supporting documentation. Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 54 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement 17.6. The Contract Documents are intended by the Parties to, and do, supersede any and all provisions of the Georgia Prompt Pay Act, O.C.G.A. Section 13-11-1, et seq. In the event any provision of the Contract Documents are inconsistent with any provision of the Prompt Pay Act, this provision of the Contract Documents shall control. 17.7. Notwithstanding any provision of the law to the contrary, the parties agree that no interest shall be due Contractor on any sum held as retainage pursuant to the Contract Documents and CONTRACTOR specifically waives any claim to same. Substitutions: 17.8. Notwithstanding any provision of these general conditions, there shall be no substitutions of materials that are not determined to be equivalent to those indicated or required in the contract documents without an amendment to the contract. Sanitary Sewer Overflow Prevention: 17.9. Procedures to Prevent Overflows During Sanitary Sewer Construction: 17.9.1 The CONTRACTOR is hereby notified that the discharge of any untreated wastewater to waters of the State is a violation of Georgia Water Quality Regulations and is prohibited. 17.9.2 The CONTRACTOR will submit an Emergency Response Plan prior to beginning work. This plan will include a list of key personnel with 24-hour contact information who will respond during an emergency situation. The ERP will include estimates of mobilization time for a response crew to arrive onsite. Any changes to the Emergency Response Plan will be submitted to the RESIDENT PROJECT REPRESENTATIVE prior to implementation. 17.9.3 In the event bypass pumping is required to facilitate new sewer construction, bypassing plans and supporting calculations must be submitted to the Augusta Utilities Department for review prior to establishment of the bypass. All bypass systems will include complete redundancy in pumping systems, if failure of the primary pumping system could result in a discharge of untreated wastewater to waters of the State. 17.9.4 Bypass pumping will be monitored continuously by a person knowledgeable in pump operation and maintenance if the failure of the bypass pump could result in the discharge of untreated wastewater to waters of the State. 17.9.5 In the event of a discharge of untreated wastewater, the CONTRACTOR will take the following actions: 1. Take immediate steps to eliminate or minimize the discharge of untreated wastewater. 2. Immediately notify the Utilities Department dispatcher (706.796.5000) and the RESIDENT PROJECT REPRESENTATIVE (contact information will be provided at the preconstruction conference). 3. Maintain a chronicle of relevant information regarding the incident including specific actions taken Augusta CMAR Agreement MESSERLY WPCP Revision Date August 2001 GC Page 55 of 55 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Underlined paragraphs indicate some but not all variations that may be found in CMAR Agreement by the CONTRACTOR and estimates of the discharge volume. 17.9.6 The RESIDENT PROJECT REPRESENTATIVE will coordinate notification of the Georgia Environmental Protection Division (800.241.4113) and the Augusta Emergency Management Agency if appropriate. 17.9.7 If, in the opinion of the RESIDENT PROJECT REPRESENTATIVE and the OWNER, the CONTRACTOR is not responding to an emergency situation in an appropriate manner, the Utilities Department will undertake necessary actions to abate an overflow situation. The cost of these actions will be the responsibility of the CONTRACTOR. 17.9.8 Following a discharge of untreated wastewater, a downstream inspection will be conducted by the Utilities Department to assess potential mitigation measures that may be required of the CONTRACTOR. PROGRAM MANAGER: 17.10 The PROGRAM MANAGER for the project is CH2M HILL, 360 Bay Street, Suite 100 Augusta, GA 30901. The presence or duties of PROGRAM MANAGER’s personnel at the construction site, whether as onsite representatives or otherwise, do not make PROGRAM MANAGER or PROGRAM MANAGER’s personnel in any way responsible for those duties that belong to OWNER and / or the CONTRACTOR or other entities, and do not relieve the CONTRACTOR or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the construction Contract Documents and any health and safety precautions required by such construction work. PROGRAM MANAGER and PROGRAM MANAGER’s personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions and have no duty of inspecting, noting, observing, correcting, or reporting on health or safety deficiencies of the CONTRACTOR(s) or other entity or any other persons at the site except PROGRAM MANAGER’s own personnel. The presence of PROGRAM MANAGER’s personnel at the construction site is for the purpose of providing to OWNER a greater degree of confidence that the completed construction work will conform generally to the construction documents and that the integrity of the design concept as reflected in the construction documents has been implemented and preserved by the construction contractor(s). PROGRAM MANAGER neither guarantees the performance of the construction contractor(s) nor assumes responsibility for construction contractor’s failure to perform work in accordance with the construction documents. For this AGREEMENT only, construction sites include places of manufacture for materials incorporated into the construction work, and construction contractors include manufacturers of materials incorporated into the construction work Augusta CMAR MESSERLY WPCP SGC dated February 14, 2007 Supplemental General Conditions These Supplemental General Conditions are intended to modify general conditions and in the event of a conflict with the general conditions, the special conditions shall control. 1.0 Liability Insurance: CONTRACTOR’S insurance shall be written with limits of liability shown below or as required by law, whichever is greater: Commercial General Liability $2,000,000 General Aggregate $1,000,000 per occurrence (each Occurrence) Automotive Liability $1,000,000 Combined Single Limit (any auto) Workers Compensation Statutory Limits Employer’s Liability $1,000,000 each accident $1,000,000 Disease – Policy Limit $1,000,000 Disease – Each Employee Personal and Adv. Injury $1,000,000 Products $2,000,000 Excess Liability (Umbrella) $5,000,000 Each Occurrence 2.0 ARTICLE 4-AVAILABILITY OF LANDS, PHYSICAL CONDITIONS; REFERENCE POINTS Physical Conditions: Section 4.2.3. is hereby replaced and superseded by the following: “If conditions are encountered, including existing utilities, at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then CONTRACTOR shall give OWNER notice thereof promptly before conditions are disturbed and in no event later than 48 hours after first observance of the conditions.” 3.0 ARTICLE 5-BONDS AND INSURANCE 3.1 Performance and Other Bonds: Section 5.1 is hereby replaced and superseded by the following: “CONTRACTOR shall furnish performance and payment Bonds, each in an amount equal to, but not to exceed, the Contract Price as Security for the faithful performance and payment of all CONTRACTOR's obligations under the Contract Documents. These Bonds shall remain in effect until one year after the date when final payment becomes due, except as otherwise provided by Law or Regulation or by the Contract Documents. CONTRACTOR shall also furnish such other Bonds as are required by the Supplementary Conditions. All Bonds shall be in the forms prescribed by Law or Regulation or by the Contract Documents and be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds, and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by a certified copy of the authority to act.” 3.2 Licensed Sureties and Insurers; Certificates of Insurance Section 5.2.2 is hereby replaced and superseded by the following: “CONTRACTOR shall deliver to OWNER, with copies to each additional insured identified in 5.3, an original or a certified copy of the certificates of insurance (and other evidence of insurance requested by OWNER or any other additional insured) which CONTRACTOR is required to purchase and maintain in accordance with 5.3. 3.3 CONTRACTOR's Liability Insurance: Section 5.3 is hereby replaced and superseded by the following: “CONTRACTOR shall purchase and maintain such comprehensive general liability and other insurance as is appropriate for the Work being SGC-1 Augusta CMAR MESSERLY WPCP SGC dated February 14, 2007 performed and furnished and as will provide protection from claims set forth below to the extent caused by CONTRACTOR's negligent performance and furnishing of the Work and CONTRACTOR's other obligations under the Contract Documents, whether it is to be performed or furnished by CONTRACTOR, by any Subcontractor, by anyone directly or indirectly employed by any of them to perform or furnish any of the Work, or by anyone for whose acts any of them may be liable: The insurance required by this paragraph 5.3 shall include the specific coverage’s and be written for the limits of liability and coverage’s provided in the Supplementary Conditions, or required by law, whichever limit is greater. The comprehensive general liability insurance shall include completed operations insurance. All of the policies of insurance so required to be purchased and maintained (or the certificates or other evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty days prior written notice has been given to OWNER, PROGRAM MANAGER, and PROFESSIONAL by certified mail. All such insurance shall remain in effect until final payment and at all times thereafter when CONTRACTOR may be correcting, removing or replacing defective Work in accordance with paragraph 13.12. In addition, CONTRACTOR shall maintain such completed operations insurance for at least two years after final payment and furnish OWNER with evidence of continuation of such insurance at final payment and one year thereafter.” 3.4 Receipt and Application of Proceeds: Section 5.12 is hereby replaced and superseded by the following: “Any insured loss under the policies of insurance required by paragraphs 5.6 and 5.7 to be provided by OWNER will be adjusted with OWNER and made payable to OWNER as trustee for the insureds, as their interests may appear, subject to the requirements of any applicable mortgage clause and of paragraph 5.13. OWNER shall deposit in a separate account any money so received and shall distribute it in accordance with such agreement as the parties in interest may reach. If no other special agreement is reached, the damaged Work shall be repaired or replaced, the moneys so received applied on account thereof, and the Work and the cost thereof covered by an appropriate Change Order or Written Amendment.” 3.5 Receipt and Application of Insurance Proceeds Section 5.13 is hereby replaced and superseded by the following: “Subject to the provisions of paragraph 5.12, OWNER, as trustee, shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within fifteen days after the occurrence of loss to OWNER's exercise of this power. If such objection be made, OWNER, as trustee, shall make settlement with the insurers in accordance with such agreement as the parties in interest may reach. If required in writing by any party in interest, OWNER as trustee shall, upon the occurrence of an insured loss, give bond for the proper performance of such duties.” 3.6 Indemnification Section 5.16.1 is hereby replaced and superseded by the following: “CONTRACTOR shall indemnify and hold harmless OWNER, PROGRAM MANAGER, and its employees and agents from and against all liabilities, claims, suits, demands, damages, losses, and expenses, including attorneys’ fees, to the extent caused by CONTRACTOR’S negligent performance of its Work, provided that any such liability, claim, suit, demand, damage, loss, or expense (a) is attributable to bodily injury, sickness, disease or death, or injury to or destruction of tangible property therefrom and (b) is caused by an act or omission of CONTRACTOR, any Subcontractor anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable.” 4.0 ARTICLE 6--CONTRACTOR'S RESPONSIBILITIES 4.1 Permits: Section 6.13 is hereby replaced and superseded by the following: “CONTRACTOR shall obtain and pay for all construction permits, licenses, governmental charges and inspection fees, and all public utility charges which are applicable and necessary for the execution of the Work. All permit costs shall be included in the base bid. Permits, if any that are provided and paid for by OWNER are listed in the Supplementary Conditions. Any delays associated with the permitting process will be considered for time SGC-2 Augusta CMAR MESSERLY WPCP SGC dated February 14, 2007 extensions only and no damages or additional compensation for delay will be allowed. The Permit to Operate a Water Pollution Control Plant issued by EPD shall be the responsibility of the OWNER. 4.2 Use of Premises: Section 6.16 is hereby replaced and superseded by the following: “CONTRACTOR shall confine construction equipment, the storage of materials and equipment and the operations of workers to the Project site and land and areas identified in and permitted by the Contract Documents and other land and areas permitted by Laws and Regulations, rights-of-way, permits and easements. CONTRACTOR shall not unreasonably encumber the premises with construction equipment or other materials or equipment. Any loss or damage to CONTRACTOR’s or any Subcontractor’s equipment is solely at the risk of CONTRACTOR. CONTRACTOR shall assume full responsibility for any damage to any such land or area, or to the OWNER or occupant thereof or of any land or areas contiguous thereto, resulting from the performance of the Work. Should any claim be made against OWNER or PROFESSIONAL by any such OWNER or occupant because of the performance of the Work, CONTRACTOR shall promptly attempt to settle with such other party by agreement or otherwise resolve the claim by arbitration or at law. CONTRACTOR shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold OWNER harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of PROFESSIONALs, architects, attorneys and other professionals and court and arbitration costs) arising out of any action, legal or equitable, brought by any such other party against OWNER to the extent based on a claim arising out of CONTRACTOR's performance of the Work.” 4.3 Indemnification: Section 6.32 is hereby replaced and superseded by the following: “To the fullest extent permitted by Laws and Regulations, CONTRACTOR shall indemnify and hold harmless OWNER, PROGRAM MANAGER and PROFESSIONAL and their consultants, agents and employees from and against all claims, damages, losses and expenses (including but not limited to fees and charges of PROGRAM MANAGER, PROFESSIONALs, architects, attorneys and other PROFESSIONALs and court and arbitration costs) to the extent caused by CONTRACTOR’S negligent performance of its Work and/or breach of it’s contractual duties set forth herein,, provided that any such claim, damage, loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) resulting therefrom and (b) is caused by any negligent act or omission of CONTRACTOR, any Subcontractor, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work. 5.0 ARTICLE 7---OTHER WORK 5.1 Related Work at Site: Section 7.1 is hereby replaced and superseded by the following: “OWNER may perform other work related to the Project at the site by OWNER's own forces, have other work performed by other utility owners or let other direct contracts therefore which shall contain General Conditions similar to these; provided, that any such other contracts or contractors shall not unreasonably interfere, delay, or hinder the CONTRACTOR’S ability to perform the Work under this Contract and that the Work under this Contract shall at all times be given priority and precedence over such other contracts or contractors. OWNER has priority when other work is related to operational issues or construction required by emergency/unforeseen conditions or events. If the fact that such other work is to be performed was not noted in the Contract Documents, written notice thereof will be given to CONTRACTOR prior to starting any such other work, and, if CONTRACTOR believes that such performance will involve additional expense to CONTRACTOR or requires additional time and the parties are unable to agree as to the extent thereof, CONTRACTOR may make a claim therefore as provided in Articles 11 and 12.” 5.2 Section 7.1.2 is hereby replaced and superseded by the following: “Subject to the provisions of paragraph 7.1. above, CONTRACTOR shall afford each utility owner and other contractor who is a party to such a direct contract for OWNER, if owner is performing the additional work with owner's employees, proper and safe access to the site and a reasonable opportunity for the introduction and storage SGC-3 Augusta CMAR MESSERLY WPCP SGC dated February 14, 2007 of materials and equipment and the execution of such work, and shall properly connect and coordinate the Work with theirs. CONTRACTOR shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and integrate with such other work. CONTRACTOR shall not endanger any work of others by cutting, excavating or otherwise altering their work and will only cut or alter their work with the written consent of PROFESSIONAL and the others whose work will be affected. The duties and responsibilities of CONTRACTOR under this paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of CONTRACTOR in said direct contracts between OWNER and such utility owners and other contractors.” 6.0 ARTICLE 8---OWNER'S RESPONSIBILITIES Section 8.9 is hereby added: “OWNER and PROFESSIONAL will promptly review and approve any and all documents, payment applications, requests for clarifications, requests for instructions, and other such requests submitted by CONTRACTOR..” 7.0 ARTICLE 11-CHANGE OF CONTRACT PRICE 7.1 Section 11.1 is hereby replaced and superseded by the following: “The Contract Price constitutes the total compensation (subject to written authorized adjustments) payable to CONTRACTOR for performing the Work. All duties, responsibilities and obligations assigned to or undertaken by CONTRACTOR shall be at CONTRACTOR’s expense without change in the Contract Price.” 7.2 Section 11.2 is hereby replaced and superseded by the following: “The Contract Price may only be changed by a Change Order or by a Written Amendment to be mutually agreed in writing and signed by duly authorized representatives of both parties. Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other party and to PROFESSIONAL promptly (but in no event later than thirty days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. Notice of the amount of the claim with supporting data shall be delivered within sixty days after such occurrence (unless PROFESSIONAL allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts (direct, indirect and consequential) to which the claimant is entitled as a result of the occurrence of said event. All claims for adjustment in the Contract Price shall be determined by PROFESSIONAL in accordance with paragraph 9.11 if OWNER and CONTRACTOR cannot otherwise agree on the amount involved. No claim for an adjustment in the Contract Price will be valid if not submitted in accordance with this paragraph 11.2.” 7.3 Section 11.3.6 is hereby replaced and superseded by the following: “Failure on the part of CONTRACTOR to construct any item to plan or authorized dimensions within the specification tolerances shall result in: reconstruction to acceptable tolerances at no additional costs to OWNER; acceptance at no pay; or acceptance at reduced final pay quantity or reduced unit price, all at the discretion of OWNER. Determinations of aggregate monetary change for items identified as lump sum quantities shall be made by OWNER based upon an analysis of the scope of CONTRACTOR’s failure to construct to plan or authorized dimensions.” 7.4 Cost of the Work: These General Conditions are part of a Guaranteed Maximum Price Contract (GMP); in the event of conflict between Sections 11.4 through 11.5.6 of the General Conditions and similar terms and conditions of the GMP, the GMP terms and conditions will control. 7.5 Contractor’s Fee: These General Conditions are part of a Guaranteed Maximum Price Contract (GMP); in the event of conflict between Sections 11.6 through 11.7 of the General Conditions and similar terms and conditions of the GMP, the GMP terms and conditions will control. SGC-4 Augusta CMAR MESSERLY WPCP SGC dated February 14, 2007 7.6 Cash Allowances: These General Conditions are part of a Guaranteed Maximum Price Contract (GMP); in the event of conflict between Sections 11.8 through 11.8.2 of the General Conditions and similar terms and conditions of the GMP, the GMP terms and conditions will control. 8.0 ARTICLE 12--CHANGE OF CONTRACT TIME 8.1 Section 12.2 is hereby replaced and superseded by the following: “If CONTRACTOR is delayed at any time in the performance, progress, commencement, or completion of the Work by any act or neglect of OWNER or PROFESSIONAL, or by an employee of either, or by any separate CONTRACTOR employed by OWNER, or by changes ordered in the Work, or by labor disputes, fire, unavoidable casualties, utility conflicts which could not have been identified or foreseen by CONTRACTOR using reasonable diligence, or any causes beyond CONTRACTOR’s control or fault, then the Contract Time shall be extended by Change Order for such reasonable time as OWNER may determine. CONTRACTOR shall be entitled to an extension of time for such causes only for the number of days of delay which OWNER may determine to be due solely to such causes and only to the extent such occurrences actually delay the completion of the Work and then only if CONTRACTOR shall have strictly complied with all the requirements of the Contract Documents.” 8.2 Force Majeure: Section 12.3 is hereby added: CONTRACTOR is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of CONTRACTOR. In any such event, CONTRACTOR‘s contract price and schedule shall be equitably adjusted. 9.0 ARTICLE 13--WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS: CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 9.1 Warranty and Guarantee: Section 13.1 is hereby replaced and superseded by the following: “CONTRACTOR warrants and guarantees to OWNER that all materials and equipment will be new unless otherwise specified and that all work will be of good quality, performed in a workmanlike manner, free from faults or defects, and in accordance with the requirements of the Contract Documents and any inspections, tests, or approvals referred to in this Article. All unsatisfactory Work, all faulty Work and all Work not conforming to the requirements of the Contract Documents or such inspections, tests, approvals, or all applicable building, construction and safety requirements shall be considered defective. Notice of all defects shall be given to CONTRACTOR by PROFESSIONAL in writing specifying in reasonable detail the alleged defects within ninety (90) days after discovery of such defects. All defective work, whether or not in place, may be rejected, corrected, or accepted as provided in this Article.” 9.2 Uncovering Work: Section 13.9 is hereby replaced and superseded by the following: “If PROFESSIONAL considers it necessary or advisable that covered Work be observed by PROFESSIONAL or inspected or tested by others, CONTRACTOR, at PROFESSIONAL's request, shall uncover, expose or otherwise make available for observation, inspection or testing as PROFESSIONAL may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective, CONTRACTOR shall bear all direct costs of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction (including but not limited to fees and charges of PROFESSIONAL’s, architects, attorneys and other PROFESSIONALs), and OWNER shall be entitled to an appropriate decrease in the Contract Price and, if the parties are unable to agree as to the amount thereof, OWNER may make a claim therefore as provided in Article 11. If, however, such Work is not found to be defective, CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to such uncovering, exposure, observation, inspection, testing and reconstruction, and, if the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make a claim therefore as provided in Articles 11 and 12.” SGC-5 Augusta CMAR MESSERLY WPCP SGC dated February 14, 2007 9.3 OWNER May Stop the Work: Section 13.10 is hereby replaced and superseded by the following: “When Work is defective or when CONTRACTOR fails to supply sufficient skilled workmen or suitable materials or equipment or make prompt payments to Subcontractors for labor, materials, or equipment or if CONTRACTOR violates any provisions of these Contract Documents, OWNER may order CONTRACTOR to stop the Work until the cause for such order has been reasonably eliminated. However, this right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any other party. CONTRACTOR shall have no right to claim an increase in the Contract Price or Contract Time or other damages for a stop work order under this paragraph.” 9.4 One Year Correction Period: Section 13.12 is hereby replaced and superseded by the following: “If, after approval of final payment and prior to the expiration of one year after the date of substantial completion of or by the terms of any applicable special guarantee required by the Contract Documents, any Work or materials are found to be defective, incomplete, or otherwise not in accordance with the Contract Documents, CONTRACTOR shall promptly, without cost to OWNER and in accordance with OWNER’s written instructions, either correct such defective Work or if it has been rejected by OWNER, remove it from the Site and replace it with non-defective Work. If CONTRACTOR does not promptly comply with the terms of such instructions, OWNER may have the defective Work corrected, removed, or replaced. All direct costs of such removal and replacement (including but not limited to fees and charges of engineers, architects, attorneys and other professionals) will be paid by CONTRACTOR.” 9.5 Acceptance of Defective Work: Section 13.13 is hereby replaced and superseded by the following: “If, instead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to PROFESSIONAL's recommendation of final payment, PROFESSIONAL) prefers to accept it, OWNER may do so. CON- TRACTOR shall bear all direct costs attributable to OWNER's evaluation of and determination to accept such defective Work (such costs to be approved by PROFESSIONAL as to reasonableness and to include but not be limited to fees and charges of engineers, architects, attorneys and other professionals). If any such acceptance occurs prior to PROFESSIONAL's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and OWNER shall be entitled to an appropriate decrease in the Contract Price, and, if the parties are unable to agree as to the amount thereof, OWNER may make a claim therefore as provided in Article 11. If the acceptance occurs after such recommendation, an appropriate amount will be paid by CONTRACTOR to OWNER.” 9.6 OWNER May Correct Defective Work: Section 13.14. is hereby replaced and superseded by the following: “If CONTRACTOR fails within a reasonable time after written notice of PROFESSIONAL to proceed to correct defective Work or to remove and replace rejected Work as required by PROFESSIONAL in accordance with paragraph 13.11, or if CONTRACTOR fails to perform the Work in accordance with the Contract Documents, or if CON- TRACTOR falls to comply with any other provision of the Contract Documents, OWNER may, after seven days' written notice to CONTRACTOR, correct and remedy any such deficiency. In exercising the rights and remedies under this paragraph, OWNER shall proceed expeditiously, to the extent necessary to complete corrective and remedial action. OWNER may exclude CONTRACTOR from all or part of the site, take possession of all or part of the Work, and suspend CONTRACTOR's services related thereto, and incorporate in the Work all materials and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere. CONTRACTOR shall allow OWNER, OWNER's representatives, agents and employees such access to the site as may be necessary to enable OWNER to exercise the rights and remedies under this paragraph. All direct costs of OWNER in exercising such rights and remedies will be charged against CONTRACTOR in an amount approved as to reasonableness by PROFESSIONAL, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and OWNER shall be entitled to an appropriate decrease in the Contract Price, and, if the parties are unable to agree as to the amount thereof, OWNER may make a claim SGC-6 Augusta CMAR MESSERLY WPCP SGC dated February 14, 2007 therefor as provided in Article 11. Such direct costs will include, but not be limited to, fees and charges of engineers, architects, attorneys and other professionals, all court costs and all costs of repair and replacement of work of others destroyed or damaged by correction, removal or replacement of CONTRACTOR's defective Work. CONTRACTOR shall not be allowed an extension of the Contract Time because of any delay in performance of the Work attributable to the exercise by OWNER of OWNER's rights and remedies hereunder.” 9.7 Neglected Work by CONTRACTOR Section 13.15 If CONTRACTOR neglects to execute the Work in accordance with the Contract Documents, including any requirements of the progress schedule, PROFESSIONAL may direct CONTRACTOR to submit a recovery plan and take specific corrective actions including, but not limited to, employing additional workmen and/or equipment, and working extended hours and additional days, all at no cost to OWNER in order to put the Work back on schedule. If CONTRACTOR fails to correct the deficiency or take appropriate corrective action, OWNER may terminate the contract subject to the provisions of Article 15 or CONTRACTOR’s right to proceed with that portion of Work and have the Work done by others. The cost of completion under such procedure shall be charged against CONTRACTOR. A Change Order shall be issued incorporating the necessary revisions in the Contract Documents, including an appropriate reduction in the Contract Price. If the payments due CONTRACTOR are not sufficient to cover such amount, CONTRACTOR shall pay the difference to OWNER. 10.0 ARTICLE 14-PAYMENTS TO CONTRACTOR AND COMPLETION 10.1 Schedule of Values: Section 14.1 is hereby replaced and superseded by the following: “The Schedule of Values established as provided in paragraph 2.9 will serve as the basis for progress payments to be made on a monthly basis by OWNER and will be incorporated into a form of Application for Payment acceptable to Project Manager. Progress payments on account of Unit Price Work will be based on the number of units completed.” 10.2 Review of Applications for Progress Payment: Section 14.4 is hereby replaced and superseded by the following: “PROFESSIONAL will, within ten (10) calendar days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the application to OWNER, or return the application to CONTRACTOR indicating in writing PROFESSIONAL’s reasons for refusing to recommend payment. In the latter case, CONTRACTOR may make the necessary corrections and resubmit the application. OWNER shall, within thirty-one calendar days of presentation to him of the application for payment with PROFESSIONAL’s recommendation of the amount for payment, pay CONTRACTOR amount recommended. OWNER will make partial payments with respect to each Application for Payment to the extent that no valid reasons are documented by PROGRAM MANAGER for non-payment of specific charges.” 10.3 Review of Applications for Progress Payment: Section 14.7.4 is hereby replaced and superseded by the following: “of PROFESSIONAL's actual knowledge of the occurrence of any of the events enumerated in paragraphs 15.2.1 through 15.2.9 inclusive. OWNER may refuse to make payment of the full amount recommended by PROFESSIONAL because claims have been made against OWNER on account of CONTRACTOR's performance or furnishing of the Work or Liens have been filed in connection with the Work or there are other items entitling OWNER to a off-set against the amount recommended, but OWNER must give CONTRACTOR immediate written notice (with a copy to PROFESSIONAL) stating the reasons for such action. Upon CONTRACTOR’S correction of any such deficiencies, OWNER shall forthwith make prompt payment of the amount due and outstanding to CONTRACTOR.” SGC-7 Augusta CMAR MESSERLY WPCP SGC dated February 14, 2007 11.0 ARTICLE 15--SUSPENSION OF WORK AND TERMINATION Termination For Cause: Section 15.2.9 is hereby replaced and superseded by the following: “if CONTRACTOR otherwise violates in any substantial way any provisions of the Contract Documents, OWNER may, after giving CONTRACTOR (and the surety, if there be one) seven days' written notice and to the extent permitted by Laws and Regulations, terminate the services of CONTRACTOR, exclude CONTRACTOR from the site and take possession of the Work at the site and incorporate in the Work all materials and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere, and finish the Work as OWNER may deem expedient. In such case CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct costs of completing the Work (including but not limited to fees and charges of PROFESSIONALs, architects, attorneys and other PROFESSIONALs and court and arbitration costs) such excess will be paid to CONTRACTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pay the difference to OWNER. Such costs incurred by OWNER will be approved as to reasonableness by PROFESSIONAL and incorporated in a Change Order, but when exercising any rights or remedies under this paragraph, OWNER shall not be required to obtain the lowest price for the Work performed.” 12.0 ARTICLE 16--DISPUTE RESOLUTION Section 16.1 is hereby replaced and superseded by the following: “All disputes arising under this Contract or its interpretation whether involving law or fact or both, or extra work, and all claims for alleged breach of contract shall within thirty (30) working days of the commencement of the dispute, or such other time as mutually agreed by the parties, be presented by CONTRACTOR to OWNER for decision. All papers pertaining to claims shall be filed in quadruplicate. Such notice need not detail the amount of the claim but shall state the facts surrounding the claim in sufficient detail to identify the claim, together with its character and scope. In the meantime, CONTRACTOR shall proceed with the Work as directed. Any claim not presented within the time limit specified in this paragraph shall be deemed to have been waived, except that if the claim is of a continuing character and notice of the claim is not given within thirty (30) working days of its commencement, the claim will be considered only for a period commencing thirty (30) working days prior to the receipt by OWNER of notice thereof. Each decision by OWNER will be in writing and will be mailed to CONTRACTOR by registered or certified mail, return receipt requested, directed to his last known address. OWNER shall make its decision for each such claim within thirty (30) days after receipt from CONTRACTOR of such claim unless otherwise mutually agreed by the parties.” 13.0 ARTICLE 17-MISCELLANEOUS 13.1 Section 17.4 is hereby replaced and superseded by the following: “The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon CONTRACTOR by paragraphs 6.32, 13.1, 13.12, 13.14, 14.3 and 15.2 and all of the rights and remedies available to OWNER, PROFESSIONAL, and CONTRACTOR there under, are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee or by other provisions of the Contract Documents, and the provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. All representations, warranties and guarantees made in the Contract Documents will survive final payment and termination or completion of the Agreement.” 13.2 Section 17.5 is hereby replaced and superseded by the following: “CONTRACTOR shall keep adequate records and supporting documentation applicable to this Work and Contract. Said records and documentation shall be retained by CONTRACTOR for a minimum of five (5) years from the date of final completion or termination of this Contract. OWNER shall have the right to audit, inspect, and copy all such records and documentation as often as OWNER deems necessary during the period of the Contract and for a period of five (5) years thereafter provided, however, such activity shall be conducted only during SGC-8 Augusta CMAR MESSERLY WPCP SGC dated February 14, 2007 normal business hours. OWNER, during this period of time, shall also have the right to obtain a copy of and otherwise inspect any audit made at the direction of CONTRACTOR as concerns the aforesaid records and supporting documentation.” SGC-9 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 ATTACHMENT 1 JAMES B. MESSERLY WATER POLLUTION CONTROL PLANT 2003 MASTER PLAN IMPLEMENTATION PHASE 1 CONSTRUCTION MANAGEMENT AT RISK AGREEMENT – PRECONSTRUCTION SERVICES SCOPE OF WORK General: This Scope of Work (SOW) includes preconstruction services and the development of contracts and subcontracts in support of establishing a Guaranteed Maximum Price (GMP) for construction of the referenced project. The following presents a general description of the tasks to be performed for the Preconstruction Services of the project. It is understood that these tasks and subtasks may not require the same level of effort as initially estimated herein, and some may require more or less effort than initially estimated herein. Therefore, it is not intended that the Construction Manager (CM) is limited to the estimate of hours or other direct expenses (ODCs) for a single task or subtask. The budget may be adjusted depending on the level of effort required for the individual Tasks and subtasks. However, the total cost will not exceed the “Not to Exceed” Amount for preconstruction services as described in the Agreement. The SOW and GMP for Construction will be developed during the preconstruction services and must be approved as an amendment to the Agreement (Construction Amendment) before construction can begin. Task 1 Project Management: Task 1.1 – Project Management Supervision: The CM shall designate and specifically identify a Manager for this project. This Manager’s responsibilities include monitoring of labor utilization, maintenance of schedule and budget, assignment and supervision of staff and all its subcontractors, preparation of construction cost estimates, regulatory meetings, quality control, bidding and construction of the project, and coordination with the Program Management Team (PMT) in a timely and professional manner (including submittal of monthly project progress meeting minutes and other deliverables). The CM shall be fully responsible for the performance of the Manager, CM staff and subcontractors for this Work. Task 1.2 – Project Management and QA/QC Plans: The GMP shall include cost for the project QA/QC Manager to prepare a Project Quality Management plan within 30 days of execution of the Construction Amendment. The Quality Plan will include quality assurance and control requirements. The project QA/QC Manager shall be charged the responsibility of the Plan’s implementation and Attachment 1 Page 1 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 documentation of ongoing QA/QC activities. An update on all QA/QC activities shall be reported in Monthly Status Reports once the Construction Amendment has been approved. All work performed by the CM Team shall be in accordance with the QA/QC Plan. The project CM shall prepare a Project Management Plan (PMP) for the project. The PMP will address project implementation approach, staffing, organization, project record keeping, document control, quality control, and quality assurance responsibilities. The PMP establishes responsibilities and authorities, administrative procedures and policies, and lines of communication throughout the project. The PMP will be coordinated with the PMT’s procedures to prepare a condensed, project-specific plan. The PMP will include information on or will reference sub-plans for other related items such as the Quality Plan, L/M/WBE (Local, Minority Owned and Women Owned Business) Management plan, Procurement Plan, Document control Plan, Safety Plans Communication Plan and other required items. The L/M/WBE compliance plan will provide a method for recording and tracking L/M/WBE participation on the project including amounts contracted, earned and paid, as well as the number and distribution of L/M/WBE firms participating. The PMP will be cross-referenced with the specifications of the contract documents to ensure that no conflicts exist. Deliverable: CM shall develop and deliver to the PMT appropriate copies of the pre- construction draft PMP within 14 days of execution of this agreement. The CM shall than then revise the PMP for the Construction Phase and develop and deliver a Quality Plan within 30 days of Construction Amendment approval. Task 1.3 – Project Accounting and Controls: CM shall maintain on regular basis project costs and document control system for project cost accounting, tracking, and reporting. These procedures will be established consistent with PMT fiscal requirements. In particular, thorough documentation including progress payments and Contract Amendments will be compiled to enable the AUD to successfully pass audit by any agency. Following the approval of the Construction Amendment, CM and PMT staff shall work together to review cost and control methods and assess current practices, and shall use that information to customize cost-tracking elements of the project control system. CM shall use a CPM schedule system that is linked to and supports the schedule of values pay items, in support of payment applications. Through its link to the master schedule, the cost accounting system can forecast cost at completion and cost remaining at any point in the project. Deliverable: CM will provide monthly invoices and Monthly Status Reports from authorization to proceed through the time of submittal of the GMP. Once the Construction Amendment is approved, the CM shall develop and maintain a Records Tracking System and provide monthly billings for services performed and monthly activity reports to the PMT and OWNER. Attachment 1 Page 2 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 Task 1.4 – Project Information Website The CM shall develop a public information project website during pre-construction and following the approval of the Construction Amendment, CM shall routinely update this project website. This site will be made available to the general public and will display information regarding the project such as contact telephone information for emergencies, general schedule information, progress updates, notices of traffic and road closures, and other information that may be of general interest. Deliverable: CM shall develop a Project Website for access by the general public. The CM shall also present a responsibility and contact matrix. This Website will be updated monthly following the approval of the Construction Amendment Task 1.5 – Project Administration Website/Portal Following the approval of the Construction Amendment CM shall develop, operate and maintain a Contract Administration centralized software applications portal. This will allow team members access to Primavera Expedition which is deployed thru CM’s PWORKS. This shall be utilized for the duration of the project. The portal will be accessible utilizing the internet, with varying levels of security to all team members and authorized parties. General information will be available to all project personnel. Financial data and status on more sensitive issues will be restricted to senior management and key PMT staff. Deliverable: CM shall provide access to web-base Primavera Expedition for up to seven (7) outside users. CM will set up and conduct one (1) orientation half day seminar for outside users. The Website will be updated as required following the approval of the Construction Amendment Task 2: Project Meetings Task 2.1 – Conduct Kick-Off Meeting: The CM shall schedule, prepare for and attend a Project kickoff meeting with PMT staff. The CM and key members of the Project team shall attend the meeting. Deliverable: CM shall create and distribute to the PMT a Meeting Agenda three (3) days prior to the meeting outlining the focus areas of the meeting and will provide a Meeting Summary within five (5) days after the meeting documenting discussions and agreed to direction. Task 2.2 – Monthly Progress Meetings CM shall conduct monthly progress meetings with the PMT’s staff throughout the pre- construction services period. The CM shall update PMT staff on work in progress, inform the PMT of problems or delays as they are encountered, and receive input from Attachment 1 Page 3 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 PMT staff on a continuing basis throughout the course of work on the Project. The CM and key members of the Project team, as appropriate for the work to be discussed, shall attend the progress review meetings. At each monthly meeting, the CM shall provide the PMT with a Monthly Project Status Report. This Report shall include, but not necessarily be limited to, the following: x Activities accomplished in the previous months; x Deliverables submitted in the previous month; x Planned actions for the next month; x Issues encountered in the Project as well as proposed resolutions; and x Updated Project schedule. The CM shall prepare and submit a meeting summary for each progress review meeting to the PMT within five (5) business days of the meeting. A total of up to four (4) meetings have been budgeted. Deliverable: For each monthly meeting, CM shall create and distribute to the PMT a Meeting Agenda and Meeting Summary documenting discussions and agreed to direction. Task 3 Document Review Proposals CM shall review and comment upon the Construction Documents that have been developed by the ENGINEER. The scope of this review shall include reviewing the documents for alignment with the existing Work Packages and the existing Requests for Proposal (RFP) prior to issuing P CM RFP’s during the re-pricing effort. CM acknowledges that at the time of the proposal of GMP for the project, that CM shall have fully reviewed AUD documents. Document review will include investigation of potential for redundant costs that may have been inherent in the previous solicitation, the elimination of redundant costs when discovered, and a focused effort to provide clarity to the subcontractors re-pricing CM RFP’s. Subsequent to the bidding effort CM will engage with bidding subcontractors to identify any potential opportunities relative to cost reductions by way of innovative means and methods that may have developed as a result of clarity of scope during the re-pricing process, or of that may have developed during the time since the original bids were received and the re-pricing effort. These opportunities may include re-sequencing of the work and establishing additional concurrent scope of work activities to support a reduction of project duration. The sequencing of the work will include consideration of plant operational requirements and regulatory compliance. Attachment 1 Page 4 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 Within thirty (30) calendar days of signing this Agreement, the CM shall complete the constructability review that will include both the CM and the subcontractor’s assessment and recommendations. Deliverable: CM shall provide to the PMT within thirty (30) days of signing this Agreement a report with the findings and recommendations produced during this constructability review. Task 4 Master Schedule Development The construction schedule must reflect and fully support the James B. Messerly Water Pollution Control Plant operations during construction. This project schedule will be dictated by operational considerations. Detailed construction sequencing must be understood and integrated into the construction planning. Following the approval of the Construction Amendment, CM shall prepare a schedule of values for each trade contractor and ensure that it is reasonable for the work involved such that the PMT will have accurate cash flow forecasts and the CM will have regular progress payments to meet expenses. The Schedule will be cost loaded by the CM to aid in cash flow projections. Cost information shall be updated as information becomes available as part of the development of the GMP. This schedule of values shall be managed throughout the Construction Phase. The CM shall prepare a Project schedule for presentation to the PMT. The schedule shall be prepared using Primavera Project Schedule (P3e/c), and shall be updated monthly as part of the Monthly Project Status Report. The Schedule shall include all major tasks as well as major milestones for the remainder of Project design and construction. The Schedule shall: x Be developed using P3e/c in a format agreed upon by the PMT; x Follow the WBS developed by the CM and reviewed by the PMT; x Be fully linked in order to provide the critical path; x Include in detail all efforts required by the CM to prepare the GMP including review times and major milestones; x Be maintained current; and x Be base-lined at the establishment of the GMP and progress shall be compared to that baseline. As the work progresses during construction, the CM shall provide more details to all of the phases of the Project Schedule. The Schedule shall include sufficient detail of any approved design modifications and construction activities and identify and include all significant efforts that are required to complete the Project on time as defined by the baseline schedule. Attachment 1 Page 5 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 The CM shall provide an electronic P3e/c file of the current schedule status with the Monthly Status Reports. The CM shall keep the Project Schedule current and update it weekly. Deliverables: CM shall provide the following items related to this task: x At the submittal of the GMP, Develop a critical path schedule for the Project in P3e/c that is all inclusive of the Project from notice to proceed to completion of construction. Then, following the approval of the Construction Amendment, CM shall provide the following: x Monthly Critical Path Schedule Electronic Files; x Monthly updated and status of critical path schedule files in P3. Continually update schedule and status at least weekly; x Critical Path Schedule logic Diagrams and Distribute to the PMT for review; and x A comprehensive and detailed critical path schedule based on all of the information obtained during the process of developing the GMP. Task 5 Partnering Upon approval of the Construction Amendment the CM shall present to the PMT the partnering concept and conduct partnering workshops with the selected trade contractors and the PMT. Services of an outside expert facilitator will be used to develop partnering principles and approach. The GMP will include the cost associated with the preparation and facilitating of the initial Partnering meeting. Consideration of additional partnering sessions during the construction period will be determined during negotiations of the GMP. Deliverable: CM shall provide the services of a professional Partnering Facilitator and Partnering sessions following the approval of the Construction Amendment. An example of the planned Partnering process is shown as Attachment 4. Task 6 Permitting Upon approval of the Construction Amendment, the CM shall provide appropriate support and documentation required for the PMT to complete the regulatory permit applications for the Project. The PMT and the ENGINEER shall obtain the regulatory permits. The CM shall attend up to five (5) meetings with PMT staff and other regulatory agencies at the federal, state and local levels as necessary and as requested by the PMT. All building permits and licenses necessary for the prosecution of the Work shall be procured and paid for by CM during the construction of the project unless specified otherwise. Costs for permit fees will be included in the costs of the GMP and Attachment 1 Page 6 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 memorialized in the Construction Amendment. If CM performs any Work without obtaining, or contrary to, such permits or licenses, CM shall bear all costs arising there from. CM shall pay all governmental charges and inspection fees necessary for the prosecution of the Work. Deliverable: CM shall procure building permits, attend up to 5 meetings. Task 7 Preparation of Contract and Subcontract Documents Task 7.1 Prepare Procurement Plan The CM shall prepare an initial procurement plan including prequalification of existing bidders to AUD to ensure relevant experience, financial stability and safety record acceptability. The prequalification requirements and subcontracting strategy will be submitted for review and acceptance by the PMT. This initial strategy, including its basis and assumptions, will be reviewed and revised as appropriate to formulate a final subcontracting strategy. The procurement requirements and procedures consistent with the final subcontracting strategy will be incorporated to develop a project procurement plan. Deliverable: CM shall submit an initial procurement plan upon execution of this agreement. Task 7.2 – Prepare Contract Documents The CM shall prepare contract documents for the Construction Management Agreement (CMA) to be used as the form of agreement for the execution of the Project work. The complete statement of work, specifications, and drawings will be consistent with the existing bid packaged provided by AUD. As required by Augusta, CM will not alter the SOW for the bid packages. However, CM will conduct a bidding process which will include clarifications and answers to questions where needed. The CM RFP for the various work packages will include the following: x Instructions to Bidders, x Bid and Award Schedule, x Pro-forma subcontract, including x Complete Statement of Work; x Specifications; x Drawings; x Provisions; x General Provisions; x Payment Provisions; x Special Provisions; Attachment 1 Page 7 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 x Utilization of LMWBE Subcontracting Clause (applicable to all subcontracts in excess of $500,000); x Quality and Safety Requirements; x Insurance requirements; x Criteria for submittal of alternative bids; x Representations and certifications; x Procedures for submittal of questions x Must be in writing and submitted to Augusta Procurement x All Questions and Answers will be provided to all bidders invited to submit The RFPs and corresponding CMA will be submitted to and approved by the PMT prior to the establishing of the GMP and commencement of the construction phase of the work. Deliverable: CM will develop and distribute to the PMT as required, a Final Construction Management Agreement. Task 7.3 – Bid Packages The CM shall develop the bid packages by utilizing the existing contract documents and statement of work. The bidders will include the contractors who previously bid the technical SOW for this project. The bidding procedures will be detailed in the Procurement Plan. Some of the considerations for the bidding process will include the following: x Develop the bidding process and schedule for all procurements. x Standardize items that may occur in several places within a work scope or across the work scopes (including bid specifications, general requirements, etc) x Use of internet for cost and time savings during procurement x Insure total scope coverage without redundancy Deliverable: CM shall submit for approval the twelve bid packages with the original technical SOW which will be used to solicit pricing for the construction project. Attachment 1 Page 8 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 Task 8 Prebid Conferences In coordination with Augusta Procurement Department and Augusta DBE office, the CM shall arrange for and conduct up to two pre-bid conferences with prospective bidders; using a standardized agenda, supplemented with project specific items that address project administration claims avoidance, damages for delay, existing site conditions, plant operational constraints, and other issues to ensure comprehensive and responsive bids. The OWNER, PMT, and Design Engineer will be notified of the dates set for two pre-bid conferences. Deliverable: CM shall prepare Meeting Summaries documenting discussions and responses to bidder’s inquiries at the conferences and distribute these summaries to the PMT. Task 9 Bidding Services and Evaluations The CM shall administer the bid and award process. Any inquiries will be appropriately addressed and tracked to ensure all are responded to. The evaluation and award of bids to contractors/service provides may include the following: x Price/Cost Analysis: A comparative bid analysis will be developed by comparing major price or cost elements among the bidders. The evaluator may also highlight any of the price or cost items that may be irregular or inappropriate based on cost analysis or comparison with similar items or historical experience. The result of the evaluation should be a determination of the best value price offer, the competitive range, and whether or not there is a need for discussion with one or more offerors in the competitive range. The evaluation will also include potential price impact on known quantity uncertainties. x Technical Evaluation: The technical evaluation will focus on each bidder’s technical competency to perform the work and establishing the technical distinctions between the proposals, if any, based on the presentation in the offer. This will include safety, quality, schedule, experience, innovations, resources, etc. x Discussions/Negotiations: Discussions and/or negotiations may be required to clarify price, scope, approach, schedule, etc. x Best & Final Offers (BAFOs) and Rebids: BAFOs and rebids may be required if in the interest of the project, such as rescoping to meet the budget. Discussions/negotiations may be used in place of BAFOs/rebids. Deliverable: CM shall develop a Bid Evaluation Report and recommendations for award. CM shall distribute the report to the PMT for review. Attachment 1 Page 9 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 Task 10 Develop GMP and Finalize CMA Task 10.1 Summary of Construction Cost Within 14 days of completion of the bidding and negotiating process for all the work packages, the CM shall prepare a summary of project costs including all direct and indirect costs for the CM during the Construction and shall submit to the PMT the GMP along with all supporting forms for PMT’s review and approval. Deliverable: CM shall present summary of construction costs within 14 days of completion of bidding and negotiating process. Task 10.2 Risk Assessment and Analysis CM will perform a detailed risk assessment and analysis that will include all aspects of risks associated with the project. The risk assessment and analysis will be performed utilizing a Monte Carlo or Crystal Ball application. The assessment will accomplish the following activities: 1. Identify risks specific to construction, plant operations, environmental considerations, process performance, OWNER Furnished Equipment, ENGINEER’s Errors & Omissions, Scope of Work gaps, and public interface with the project; 2. Assign costs associated with each risk respective to schedule delays; 3. Assign costs associated with physical costs impacts; 4. Assign Risk Mitigation Strategy for each risk element; 5. Assign Pricing Strategy for each risk element; 6. Establish probability of occurrence for each risk element respective to “Best Case”, “Most Likely” and “Worst Case” scenarios; 7. Assign costs associated with each item identified in item # 7 above; 8. Assign schedule days associated with each item in Item # 7 above; 9. Establish basis of assumptions for each risk element identified during the risk assessment and analysis process; 10. Have a workshop with PMT to review and attain comments regarding the risk assessment to gain consensus for each element of the risk profile; 11. CM will provide a formal risk analysis to establish the hierarchy and sensitivity of each risk element and establish a range of contingency funds recommended to mitigate the project risk established in the risk profile; and 12. Have a workshop with the PMT to review the formal risk analysis and profile and gain consensus on the final contingency funds to establish for the project. Deliverable: CM shall initiate the formal risk assessment and analysis within thirty (30) days of signing of this Agreement and will hold the first of two (2) workshops within forty-five (45) days of the signing of the Agreement. Task 10.3 Basis of GMP Attachment 1 Page 10 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 The CM shall include with the GMP proposal a written statement of its basis, which shall include: 1. A list of the Drawings and Specifications, including all addenda thereto and the Conditions of the Contract, which were used in preparation of the GMP proposal; 2. A list of allowances and a statement of their basis; 3. A list of the clarifications and assumptions made by the CM in the preparation of the GMP proposal to supplement the information contained in the Drawings and Specifications; 4. The proposed GMP, including a statement of the estimated cost organized by trade categories, allowances, contingency, and other items and the fee that comprise the GMP; 5. The Date of Substantial Completion upon which the proposed GMP is based, and a schedule of the Construction Documents issuance dates upon which the date of Substantial Completion is based; and 6. The results of the Risk Assessment and Analysis utilized to establish project contingency. Deliverable: CM shall host a workshop with the OWNER and PMT and shall submit a draft GMP. Task 10.4 GMP Review and Approval The CM shall meet with the OWNER and PMT to review the GMP proposal and the written statement of its basis. In the event that the OWNER or PMT discovers any inconsistencies or inaccuracies in the information presented, they shall promptly notify the CM, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis or both. The GMP will be valid for a specified period of time. Should the OWNER not accept the GMP proposal in writing on or before the date specified, the GMP proposal shall no longer be valid without written acknowledgement from CM. Prior to the OWNER's acceptance of the CM's GMP proposal and issuance of a Notice to Proceed, the CM shall not incur any cost to be reimbursed as part of the cost of the work included in the GMP, except as the OWNER may specifically authorize in writing. Upon acceptance by the OWNER of the GMP proposal, the GMP and its basis shall be set forth in the Construction Amendment to this Agreement The GMP shall be subject to additions and deductions by changes to the work as provided in the Contract Documents; the date of Substantial Completion shall likewise be subject to adjustment in accordance with the Contract Documents. Attachment 1 Page 11 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 The OWNER shall authorize and cause the ENGINEER to revise the Drawings and Specifications to the extent necessary to reflect the agreed-upon assumptions and clarifications contained in Construction Amendment. Such revised Drawings and Specifications shall be furnished to the CM in accordance with schedules agreed to by the OWNER, ENGINEER and CM. The CM shall promptly notify the PMT and OWNER if such revised Drawings and Specifications are inconsistent with the agreed upon assumptions and clarifications. The GMP shall include in the Cost of the work only those taxes which are enacted at the time the GMP is established. Deliverable: CM shall develop a final GMP and an amendment to the Agreement shall be executed in order to commence construction of the work. Attachment 1 Page 12 of 12 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 ATTACHMENT 2 PRE-CONSTRUCTION PHASE CM COST PROPOSAL Task Description Total Task Cost 1 Project Management $ 24,176.82 2 Project Meetings $ 16,512.43 3 Document Review/VE Proposals $ 56,145.27 4 Master Schedule Development $ 12,599.08 5 Partnering $ 2,715.59 6 Permitting $ 16,572.80 7 Preparation of Contract and Subcontract Documents $ 53,028.41 8 Prebid Conferences $ 22,709.40 9 Bidding Services and Evaluations $ 84,596.35 10 Develop GMP and Finalize CMA $ 106,803.01 Total Pre-Construction Cost $ 395,859.16 Attachment 2 Page 1 of 1 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 ATTACHMENT 3 PRE-CONSTRUCTION PHASE CM LIST OF KEY PERSONNEL AND ASSOCIATED RATE SCHEDULE Staff Title Rate Robert L. Strickland Project Director $213.49 Teresa Crisp Client Service Manager / Civil Engineer $122.77 Henry West Construction Manager $140.71 Dean Miller Project Controls $135.76 Joe Mixon Procurement/Contracts Manager $147.72 Diana Clark Procurement/Contracts Administrator $61.09 Srini Dasappa Technical Manager $174.94 Rod Hardeman Scheduling $154.12 Doris Tolbert Administrative Assistant $61.09 Attachment 3 Page 1 of 1 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 ATTACHMENT 4 PARTNERING – PHASE I GENERAL The GMP for the Project includes funding to accomplish formal Partnering between the stakeholders of the project to create a process and agreement that can produce the most potential for a successful project. For the purposes of accomplishing Partnering for the project, CM has engaged FMI Consultants. The Partnering process it will be broken down into four (4) distinct Phases: x Phase – I: Preparation/Commitment for Executive Level Workshop x Phase – II: Project-Level Kickoff Workshop x Phase – III: Follow-Up Sessions x Phase – IV: Partnering Team Evaluations (Report Cards) PROCESS In order to initiate Phase – I of the Partnering process it will be necessary to identify the senior managers of the parties involved in the Project. These senior Team members will then be introduced to and involved with the following activities: x Provide awareness/understanding of what the Partnering process entails x Identification of key issues for each of the stakeholder companies x Gain awareness for the process of issue resolution x Define leadership roles for senior managers, as well as job-site Partnering champions. x Define any workshop agenda items not previously identified x Solicit a common vision of what is to be accomplished by utilizing the Partnering process on the project. Once the senior Team members are identified, a FMI representative will interview each individually for the purposes noted above. FMI will then conduct the Executive-Level Alignment Workshop followed by the initial Project-Level Kickoff Workshop. ACTIONS REQUIRED The following are examples of Team members that will need to identify their nominations to the Executive-Level Partnering Committee: Augusta Utility Department Attachment 4 Page 1 of 2 Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007 Augusta Procurement Augusta DBE Department MDG Engineering CH2M HILL Parsons Major subcontractor(s) Others as recommended It will also be necessary to schedule dates for the Executive-Level Alignment Workshop and the Project-Level Kickoff Workshop, once the Senior Team members have been identified, agreed to, and interviewed. Attachment 4 Page 2 of 2 Disadvantaged Business Enterprise Yvonne Gentry DBE Coordinator Disadvantaged Business Enterprise Department 501 Greene Street – Suite 304 - Augusta, GA 30901 (706) 821-2406 – Fax (706) 821-4228 WWW.AUGUSTAGA.GOV TO: Max Hicks Director, Utilities Department Geri Sams Director, Procurement Department FROM: Yvonne Gentry, Coordinator Disadvantaged Business Enterprise Department SUBJECT: DBE REVIEW AND APPROVAL OF RECOMMENDED DBE GOALDBE REVIEW AND APPROVAL OF RECOMMENDED DBE GOALDBE REVIEW AND APPROVAL OF RECOMMENDED DBE GOALDBE REVIEW AND APPROVAL OF RECOMMENDED DBE GOAL JB Messerly WPCPJB Messerly WPCPJB Messerly WPCPJB Messerly WPCP Masterplan Implementation Phase I: Masterplan Implementation Phase I: Masterplan Implementation Phase I: Masterplan Implementation Phase I: Project No. 80130Project No. 80130Project No. 80130Project No. 80130 DATE: February 19, 2007 This memo is to transmit the review and concurrence of the recommended DBE Utilization goal of thirty-five (35%) for the above referenced project (see attached letter). The above recommendation is based on information provided at the time of review. If you have any questions, please feel free to contact me at (706) 821-2406. YG:glw Attachment: PARSONS Letter (dated February 13, 2007) Commission Meeting Agenda 3/6/2007 2:00 PM Condemnation - Argyle 189 Department:County Attorney - Stephen E. Shepard, Attorney Caption:Motion to authorize condemnation of a portion of Property # 051-0-189-00-0 3950 Barrett Street, which is owned by James E. Argyle, Jr. and Martha Raye Argyle, for 500 sq. feet for a temporary construction easement. PW Project: Belair Hills Subdivision Improvement Project. (Approved by Engineering Services Committee February 26, 2007) Background:The appraised value of the easement is $40.00. Need to condemn the property because we are unable to contact the property owners. Analysis:Condemnation is required in order to acquire the easement. Financial Impact:The necessary costs will be covered by project budget. Alternatives:Deny the condemnation. Recommendation:Approve condemnation. Funds are Available in the Following Accounts: G/L 324-041110-54.11120 J/L 203824335-54.11120 REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Condemnation - Augusta-Richmond Real Estate Holding Company Department:County Attorney - Stephen E. Shepherd, Attorney Caption:Motion to authorize condemnation of a portion of Property # 012-0-019-03-0 Banking Center on Center West Parkway, which is owned by Augusta-Richmond Real Estate Holding Company, for 653.93 sq. ft. of Right-of-Way in fee and 1,170.55 sq. ft. of Temporary Construction Easement. PW Project: Washington Road Intersection Improvements Project. (Approved by Engineering Services Committee February 26, 2007) Background:The appraised value of the easement is $4,288.00. Due to the property owner failing to respond with our negotiator, it is necessary to proceed with condemnation. Analysis:Condemnation is required in order to acquire the easement. Financial Impact:The necessary costs will be covered by the project budget. Alternatives:Deny the authorization to condemn. Recommendation:Approve the authorization to condemn. Funds are Available in the Following Accounts: G/L 324-04-1110-54.11120 J/L 201824371-54.11120 REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Condemnation - Jerry W. Miles and Sharon G. Miles Department:County Attorney - Stephen E. Shepard, Attorney Caption:Motion to authorize condemnation of a portion of property #230-0-005-07-0 Youngblood Drive, which is owned by Jerry W. Miles and Sharon G. Miles, for 32,851 sq. ft. of right of way in fee and 2,383 sq. ft. for temporary construction easement. PW Project: Youngblood Drive Project.(Approved by Engineering Services Committee February 26, 2007) Background:The appraised value of easement is $6,618.00. Due to special stipulations the owners have requested, which are too restrictive, a negotiation cannot be reached. Analysis:Condemnation is required in order to acquire the easement. Financial Impact:The necessary costs will be covered by the project. Alternatives:Deny the authorization to condemn. Recommendation:Approve the authorization to condemn. Funds are Available in the Following Accounts: G/L 323-04-1110-54.11120 J/L 200823808-54.11120 REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Condemnation - Will C. and Stephanie L. Duncan Department:County Attorney - Stephen E. Shepard, Attorney Caption:Motion to authorize condemnation of a portion of Property #230-0-005-08-0 2030 Youngblood Drive, which is owned by Will C. and Stephanie L. Duncan, for 2,778 sq. ft. of Right-of-Way in Fee, 298 sq.ft. of Temporary Construction Easement and 589 sq.ft. of Temporary Driveway Easement. PW Project: Youngblood Drive Project. (Approved by Engineering Services Committee February 26, 2007) Background:The appraised value of easement is $574.00. Due to special stipulations made by the property owners which Augusta- Richmond County was unable to meet, it is necessary to proceed with condemnation. Analysis:Condemnation is required to acquire easement. Financial Impact:The necessary costs will be covered by the project budget. Alternatives:Deny the authorization to condemn. Recommendation:Approve the authorization to condemn. Funds are Available in the Following Accounts: G/L 323-04-1110-54.11120 J/L 200823808-54.11120 REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Condemnation -James E. Argyle, Sr. Department:County Attorney - Stephen E. Shepard, Attorney Caption:Motion to authorize condemnation of a portion of Property #051-0-188-00-0 3952 Barrett Street, Augusta, Georgia, which is owned by James E. Argyle, Sr., for 584 sq. ft. of permanent drainage utility & maintenance easement and 692 sq. ft. of temporary construction easement. PW Belair Hills Subdivision Improvement Project. (Approved by Engineering Services Committee February 26, 2007) Background:Appraised Value is $299.00. Unable to contact property owner. Analysis:Condemnation is required in order to acquire the easement. Financial Impact:Necessary costs will be covered by project budget. Alternatives:Deny the authorization to condemn. Recommendation:G/L 324-04-1110-54.11120 J/L 203824335-54.11120 Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Right-of-Way acquisition and Easement Belair Hills Subdivision Improvement Project Department:County Attorney - Stephen E. Shepard, Attorney Caption:Motion to approve an Option for Right-of-Way between Pioneers, Incorporated, as owner and Augusta, Georgia as optionee, in connection with the Belair Hills Subdivision Improvement project, for property located at 1721 Lincoln Avenue (051-0-073-00-0), Lincoln Avenue (051-0-074-00- 0), 1714 Orange Avenue (051-0-075-00-0), Orange Avenue (051-0-185-01-0), 3959 Barrett Street (051-0-228-00-0), 3961 Carolyn Street (051-0-250-00-0), 3943 Carolyn Street (051-0-259-00-0), 3913 Bolton Street (052-0-094-00-0), 3915 Bolton Street (051-0-095-00-0), Ruth Street (065-0- 015-00-0), 3908 Ruth Street (065-0-016-00-0),3909 Murray Street (065-0-027-00-0), Padrick Street (065-0-053-02-0), Flagler Road (065-0-062-00-0), for a purchase price of $22,541.00. Said subject property consisting of 7,781 sq. ft. in fee, more or less, and 32,576 sq. ft., more or less, of permanent drainage, utility and maintenance easement, and 44, 429 sq. ft., more or less, of temporary construction easement. (Approved by Engineering Services Committee February 26, 2007) Background:The property owner has agreed to convey the referenced right-of-way and easements for a total of $22,541.00. Analysis:The purchase of the referenced right-of-way and easements is necessary for the project. Financial Impact:The purchase of the referenced right-of-way and easements will not affect the budget. Alternatives:Deny the motion to approve the purchase of the referenced right-of-way and easements. Recommendation:Approve the purchase of the referenced right-of-way and easements. Funds are Available in the Following Accounts: General Ledger Account: 323041110-5411120 Job Ledger Account: 203824335-5411120 REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM CSRA Regional Development Ctr. Resolution Department: Caption:Motion to approve a Resolution to allow CSRA RDC to continue to operate and administer the Coordinated Transportation System for the year 2007-2008. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Minutes Department: Caption:Motion to approve the minutes of the regular meeting of the Augusta Commission held February 20, 2007. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Appointment Board Tax Assessors Department: Caption:Motion to approve the appointment of William C. Lockett to the Board of Tax Assessors to filled the unexpired term of Gloria Frazier ending 4/24/07 and for a new four-year term ending 4/24/11 representing Super District District 9. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Appointment District Eight Department: Caption:Motion to approve the appointment of Freddie Sanders to the ARC Coliseum Authority representing District 8. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM EOA Appointments Department: Caption:Consider the recommendations of the CSRA Economic Opportunity Authority, Inc. to reappoint the following for a four-year term on the Authority: Marion Barnes, Chairperson, Imogene Ford, V-Chair, Sara Leiden and Archie Shepherd and receive a report from the organization relating to their goals and objectives for 2006 and 2007. (Deferred from the February 6, 2007 meeting) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Legislative Appointments Department: Caption:Motion to approve the following appointments from the ARC Legislative Delegation: Richmond County Sheriff's Merit Board, J.R. Riles, Carey Martin, Garney C. Browing; Riverfront Development Review Board, Melvin Ford, Pete May; ARC Personnel Board, Dr. Willie Mazyck, Latiza Gardner; General Aviation, Humphrey Peterson, David Fields; ARC Coliseum Authority, Jack Usry, William Fennoy, Booker T. Robinson, Adrian Arnold; Canal Authority, Turner Simkins, Jeannie C. Allen; Augusta Ports Authority, Frank Carl, Lawrence Washington; ARC Historic Preservation, Brittany Patrick, Lara Plocha; ARC Human Relations Commission, Dr. Thomas Clark, Ronnie Few; Augusta Aviation Commission, Cedric Johnson, Karlton Howard; ARC Planning Commission, Ashby Krouse,III, Y. N. Myers, Jr.; ARC Board of Zoning Appeals, Chris Booker, Harvey Johnson; ARC Tree Commission, Diane Sprague, Ruth Jones; ARC Animal Control Board, Darry Brown, Jerry Maccario; ARC Citizens' Small Business Advisory Board, Harold Pettiway, Robert L. Lowry; ARC Board of Tax Assessors, Bryan Simpkins, Robert O'Neal; ARC Library Board, Audrey Thomas. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Resolution Elections Department: Caption:Motion to approve a Resolution in support of three year terms for the next two commission elections so as to schedule future commission elections and the election of the Civil Court Marshal on the dates of the presidential and gubernatorial elections. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Pension Property Department: Caption:Motion to ratify the authorization letter dated February 21, 2007 regarding the closing and sale of the "pension property" to Watermark project developer, The Foxfield Company, and committed to partner with the developer in a reasonable amount in sharing the clean-up costs. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Race Track Department:Clerk of Commission Caption:Update from the Administrator on the race track. (Requested by Commissioner Williams - deferred from the February 20, 2007 meeting) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 3/6/2007 2:00 PM Affidavit Department:Clerk of Commission Caption:Motion to authorize execution by the Mayor of the affidavit of compliance with Georgia's Open Meeting Act. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission