HomeMy WebLinkAbout2006-02-13-Meeting Agendawww.augustaga.gov
Public Service Committee Meeting Committee Room- 2/13/2006- 12:30 PM
PUBLIC SERVICES
1. Assignment and Contract Approval for Airport Catering
Concessionaire.
Attachments
2. Approval of Architectural Contract for new Library.
Attachments
3. Motion to Approve an A/E contract with Cranston,
Robertson and Whitehurst, P.C. for surveying, mapping
and engineering design work of a new entrance road into
Diamond Lakes Regional Park from Willis Foreman Road
in the amount of $56,995.00.
Attachments
4. Motion to approve the emergency replacement of boat
docks at Boathouse Community Center.
Attachments
5. Motion to Approve additional professional services due to
change in scope to Davis DesignGroup in the amount of
$11,000.
Attachments
6. Assignment and Contract Approval for Airport Restaurant
Concessionaire.
Attachments
Public Service Committee Meeting
2/13/2006 12:30 PM
Airport Catering Concessionaire
Department:Augusta Regional Airport
Caption:Assignment and Contract Approval for Airport Catering
Concessionaire.
Background:The Augusta Aviation Commission through the RFP process
has selected Events 20/20 as Augusta Regional Airport
catering concessionaire. The RFP was submitted twice with
Events 20/20 being the only vendor submitting a proposal
both times.
Analysis:Events 20/20 is currently providing catering concessions at
the airport.
Financial Impact:The contract is for three (3) years, effective March 1, 2006
with two (2) one year renewals. A flat fee of $950 per month
is due the airport quarterly by the tenth day of the last month
of the quarter.
Alternatives:Reject request.
Recommendation:The Augusta Aviation Commission approved this assignment
at the January 26, 2006 meeting and recommends Augusta
Commission approval.
Funds are
Available in the
Following
Accounts:
N/A
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Disadvantaged Business Enterprise.
Administrator.
Clerk of Commission
AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
State of Georgia )
)
County of Richmond )
CATERING CONTRACT
THIS CONTRACT made and entered into this _______ day of _________________,
_____________, 2006, by and between, AUGUSTA GEORGIA, a political subdivision of the State
of Georgia (hereinafter referred to as “Augusta”), acting by and through the AUGUSTA AVIATION
COMMISSION, whose address is Augusta Regional Airport at Bush Field, 1501 Aviation Way,
Augusta, Georgia 30906-9600(hereinafter called “Airport”), and MIKE SMITH CATERING, INC.
DBA EVENTS 20/20, whose address is 4011 Enterprise Court, Martinez, Georgia, 30907
(hereinafter called “Caterer”). Aviation Services, the fixed base operator (FBO) and a department of
Augusta Regional Airport is hereinafter referred to as “FBO”.
WHEREAS the Airport operates the Augusta Regional Airport at Bush Field and requires
catering for FBO customers, and
WHEREAS Caterer is a company engaged in the business of providing catering as
required by the Airport, and
WHEREAS the Airport wishes to, and is authorized to, grant to Caterer the right to provide
catering at the Airport under an agreement containing mutually satisfactory terms and covenants.
NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions, privileges,
obligations and agreements herein contained, the Airport and Caterer hereby mutually undertake,
promise, and agree, each for itself and its successors and assigns, as follows:
1. Concept of Operations.
a. Caterer shall provide aircraft catering, as requested by aircraft owner/operators,
during the term of this agreement.
b. Caterer will meet all Federal, State, and Local laws and requirements for food
preparation and delivery for food to be consumed in-flight.
c. Caterer will assist in planning for catering for private, corporate, and commercial
aircraft operating through the FBO.
d. Caterer will pay for all costs of goods sold, cost of rented or leased equipment, and
for all labor charges incident to services under this Contract.
e. Since Caterer employees will be required to operate in the secure areas of the airport,
all employees will be required to obtain the Airport’s Security Identification Display
Area (SIDA) badge and all employees shall be subject to and comply with all
Transportation Security Administration rules and regulations as well as all ordinances
AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
CATERING CONTRACT
Page 2
of Richmond County, Georgia. To qualify for the badge, individual must be
fingerprinted and have a background investigation completed. Caterer will bear cost
associated with badging employees.
f. FBO Facilities. A catering storage room is located west of the FBO. Caterer may
use the room for storing catering orders. Storage room has electricity and lights but,
is otherwise unimproved. Caterer hereby accepts the facilities in an “as is” condition
and agrees to comply with all rules and regulations regarding food storage and
preparation and sanitation.
g. Catering orders for food will always be maintained at proper temperatures and
handled properly by all personnel. The delivery vehicle will be clean and present
proper image at all times.
h. Food. Catering food orders should be made of quality products, in sufficient portions
so as not to be scant or excessive, in a pleasant presentation, and offer a variety of
options for the customer.
i. Beverages. Caterer will provide alcoholic and non-alcoholic beverages as requested
for aircraft catering.
j. Other services. In addition, Caterer will be expected to wash dishes, prepare laundry,
etc. and to comply with catering orders as requested.
k. Catering storage. Caterer will provide all equipment required for holding catering
food orders until picked up by the customer. This may include but is not limited to
refrigerators, etc.
l. Ordering. Caterer will establish a 24-hour telephone ordering system for catering.
FBO has a catering telephone number that is published nationwide. When taking
orders the Caterer should, at a minimum, include the following information along
with the catering request:
Flight date
Delivery date, if different from flight date
Aircraft tail number
Name of person placing order
Requested delivery time
Special packaging Instructions
m. Billing. Caterer will establish a direct bill system for catering orders. Caterer will
collect all revenue for all sales for catering services. Neither Augusta, Airport nor
FBO shall be deemed a party to any catering contract and shall not be liable for the
collection of any bills for catering nor for the breach of any catering contract by
AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
CATERING CONTRACT
Page 3
Caterer or any third party.
n. Catering Delivery.
(1) Normally, the Caterer will deliver catering orders to the FBO and store them
in the catering storage room no later than two (2) hours prior to aircraft
scheduled departure time unless instructed otherwise. Except during
Masters® Golf Tournament, FBO personnel will normally deliver catering to
the aircraft for general aviation and corporate aircraft.
(2) Caterer will deliver catering to and properly store catering on commercially
operated aircraft.
(3) Catering orders will be marked to easily identify customer and logged in at
time of delivery (see Catering Log).
o. Masters® Golf Tournament Operations.
(1) The Masters® Golf Tournament is held annually during the first full week in
April.
(2) Caterer will set up a customer service office inside the FBO to handle all
catering requests.
(3) Caterer will deliver all catering to the aircraft during the tournament.
(4) Masters operation will begin at midnight on Sunday prior to the Tournament
and end at noon on Monday following the Tournament.
(5) Caterer will provide all personnel, equipment and supplies as required to
perform catering duties i.e., golf carts, radios, etc.
2. Term. The term of this contract shall be for a period of three (3) year(s) commencing on
March 1, 2006 with an additional two (2) one-year options to renew. Either party may
terminate this Agreement upon giving ninety (90) days written notice of the intent to cancel
prior to the end of the initial term or any term thereafter. Should either party desire to
exercise the option to renew, the party exercising the option shall notify the other party, in
writing ninety (90) days prior to the expiration of the current term.
3. Leased Premises.
a. Airport does hereby lease and Caterer, for its exclusive use, does hereby lease storage
space known as the Catering room. Airport reserves the right to relocate Catering
room to another location should the need arise during the term of this Contact.
b. During the term of this Contract, Caterer agrees to pay Airport the rental sum of One
AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
CATERING CONTRACT
Page 4
Dollar ($1.00) per annum for use of Leased Premises, payable in advance.
4. Compensation. During the primary term of this lease and extension, Caterer agrees to pay
Augusta Regional Airport a flat fee of $950.00 per month, payable on a quarterly basis.
Payments are due on the 10th day of the last month of the quarter in accordance with the
following schedule:
Quarter Due Date Payment
March 1 - May 31 May 10 $2,850
June 1 - August 31, August 10 $2,850
September 1 - November 30 November 10 $2,850
December 1 - February 28 February 10 $2,850
5. Utilities. Caterer shall pay all charges for electricity, gas, water, sewer service, sewer
treatment, telephone and any other communication or utility service used in or rendered or
supplied to the Leased Premises throughout the term of this Contract and shall indemnify
Airport and hold it forever harmless against any and all liability or damages related thereto.
6. Repairs and Maintenance. Airport shall maintain the Leased Premises, including any
changes, additions, alterations, modifications and/or improvements made by Caterer as
provided herein, normal wear and tear are excluded.
7. Changes, Additions, Alterations, Modifications, Improvements. Caterer shall not without
prior written consent of Airport, make any changes, additions, alterations, modifications
and/or improvements, structural or otherwise, in or upon any part of the Leased Premises.
The foregoing shall also apply to any exterior signs, notices, placement of machinery or
equipment either attached or placed outside of the Leased Premises. Caterer agrees to submit
any and all plans for any changes, additions, alterations, modifications and/or improvements
to the Leased Premises to Airport for approval before said alterations, changes or additions
are begun. Airport shall not unreasonably withhold its approval of said plans.
8. Title to Changes, Additions, Alterations, Modifications, Improvements. It is mutually
understood and agreed that title to any changes, additions, alterations, modifications and/or
improvements, whether existing on the Leased Premises at the effective date of this Contract
or added to the Leased Premises during the term of this Contract, and to all of the building
and structures and all other improvements of a permanent character that may be built upon
the Leased Premises by Caterer during the term of the Contract shall remain the property of
the Airport and that fee simple title to the same shall be vested in Airport.
9. Inspection by Airport. Airport, its authorized agents or representatives shall have the right to
enter upon the Leased premises to make inspections during regular business hours when a
AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
CATERING CONTRACT
Page 5
representative of Caterer is present, or at any time in case of an emergency to determine
whether Caterer has complied with and is complying with the terms and conditions of this
Contract; provided, however, that said inspection shall in no event unduly disrupt or interfere
with the operation of Caterer. Any deficiencies noted during the inspection shall be
corrected in thirty (30) days.
10. Taxes. Caterer shall pay any and all personal property and sales taxes that may be assessed
against its equipment, merchandise, or other property located on or about the Leased
Premises and any franchise fees or other taxes which may be imposed or assessed against
Caterer or its leasehold interest.
11. Rules and Regulations. Caterer agrees that use of the Leased Premises shall be conducted in
compliance with all local, state and federal laws, the ordinances of Augusta, Georgia, the
rules and regulations of the Augusta-Richmond County Commission, and all rules and
regulations of Airport and its designated Manager. Caterer further agrees to endeavor to
conduct its business in such a manner as will develop and maintain the good will and active
interest of the general public. Caterer specifically agrees that its operations shall be
conducted in compliance with all federal, state and local environmental laws, rules and
regulations, and agrees to indemnify and hold harmless Airport (and each of Airport’s elected
officials, officers, agents, employees and representatives), from and against any claims,
actions, demands or liabilities of any kind arising out of or relating to Caterer’s use of the
Leased Premises
12. Insurance. Caterer must maintain appropriate insurance for restaurant and catering
operations. Augusta Regional Airport, the Augusta Aviation Commission, Augusta, Georgia,
and the Augusta Richmond County Commission shall be named as additional insureds, and
such policy of insurance shall provide for a 30-day notice of any cancellation or policy
changes. Liability limits shall be no less than $1,000,000 to include Broad Form General
Liability inclusive of Product Liability. Liquor liability must be included.
13. Indemnity Insurance. Caterer agrees to indemnify and hold harmless Augusta, the Airport
and FBO from any and all claims in any way related to or arising out of any failure of Caterer
to perform its obligations hereunder or related to or arising out of any damage or injury to
property or persons, occurring or allegedly occurring in, on or about the Leased Premises or
on Airport property during the period from the date of this Contract to the end of the Contract
Term, including reasonable attorney's fees and expenses of litigation incurred by Airport in
connection therewith.
Caterer further agrees that the foregoing provision to indemnify and hold harmless also applies to
any claims for damage or injury to himself and/or any individuals employed or retained by
himself in connection with any changes, additions, alterations, modifications and/or
improvements made to the Leased Premises, and hereby releases Airport from liability in
connection with any such claims.
AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
CATERING CONTRACT
Page 6
14. Assignments. Caterer shall not, assign this Contract or any interest there under, sublet the
Leased Premises or any part thereof, or permit the use of the Leased Premises by any party
other than Caterer without the prior written consent of the Airport. Any consent to one
assignment or sublease shall not destroy or waive this provision, and all later assignments
and subleases shall likewise be made only upon prior written consent of the airport.
Subtenants or assignees shall become liable directly to the Airport for all obligations of
Caterer, without relieving Caterer’s liability.
15. Default. It is understood between the parties hereto that in the event of default by either of
the parties during the term of this Contract, the other party shall have the right forthwith to
give notice thereof to the party in default, same to be in writing, and if such condition of
default is not removed and restored within ten (10) days after receipt of such notice, then the
other party shall forthwith have the option of declaring this Contract in default and proceed
to enforce their rights in accordance with the law. For purposes of this Section, an "event of
default" includes but is not limited to:
a. Caterer’s failure to make any payment when it becomes due under this Contract,
where such failure continues for 10 days after the due date;
b. Caterer’s failure to perform, observe and/or comply with any provision of this
Contract, where such failure is not cured within 15 days of notice thereof from
Airport; or
c. Caterer’s insolvency or inability to pay its debts as they become due, or Caterer
making of an assignment for the benefit of creditors, Caterer’s application for or
consent to the appointment of a receiver, trustee, conservator or liquidator of Caterer
or of any of its assets, or Caterer’s filing of a petition for relief under any bankruptcy,
insolvency, reorganization or similar laws, or the filing of a petition in, or proceeding
under, any bankruptcy, insolvency, reorganization or similar laws against Airport,
which is not dismissed or fully stayed within twenty (20) days after the filing or
institution thereof.
16. Quiet Enjoyment, Ingress and Egress. Airport covenants and warrants that Caterer, so long
as it shall pay the rentals herein stipulated and shall perform the duties and obligations herein
agreed to be performed by it, shall peaceably and quietly have, hold and occupy and shall
have the exclusive use and enjoyment of the Leased Premises during the term of this
Contract and any extensions thereof. Caterer, its invitees, guests, customers and employees
shall have full right of ingress and egress to the Leased Premises at all times and without
charge, toll or fee.
17. Leased Premises accepted "as-is." Caterer acknowledges and agrees that he has inspected the
Leased Premises prior to his execution of this Contract, that he is aware of the condition of
the Leased Premises as of the date of execution of this Contract, and Caterer leases the
Leased Premises "as-is." Airport agrees that Leased Premises will meet applicable city codes
AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
CATERING CONTRACT
Page 7
at time of Caterer’s occupancy, but makes no representation as to its suitability for Caterer’s
intended use
18. Notices. All notices, demands, and requests which may or are required to be given by either
Airport or Caterer to the other shall be in writing and shall be deemed to have been properly
given when sent postage pre-paid by registered or certified mail (with return receipt
requested) addressed as follows:
If intended for Caterer: If intended for Airport:
Events 20/20 Augusta Aviation Commission
Attn Mike Smith C/o, Executive Director
4011 Enterprise Court 1501 Aviation Way
Martinez, GA 30907 Augusta, GA 30906
Either party may change the address and name of addressee to which subsequent notices are
to be sent by notice to the other given as aforesaid.
19. Exculpation; Indemnity. Wherever in this Contract Airport’s liability is limited, modified or
exculpated or Caterer agrees to indemnify or hold Airport harmless or have Airport named as
an additional insured, the term Airport shall mean and include the Augusta-Richmond
County Commission (including its Mayor) and its members, officers, elected officials,
agents, servants, employees and successors in office.
20. Covenants Bind and Benefit Successors and Assigns. The provisions of this Contract shall
be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided, however, that no one shall have any benefit or acquire any
rights under this Contract pursuant to any conveyance, transfer, or assignment in violation of
any of its provisions.
21. Governing Law. This Contract shall be governed and interpreted by the laws of the State of
Georgia.
22. Entire Contract. This Contract, to include Caterer’s response to Request for Proposal # 06-
085, contains the entire Contract of the parties, and no representations, inducements,
promises or Contracts, oral or otherwise, between the parties not embodied herein shall be of
any force or effect. No failure of either party to exercise any power given it hereunder, or to
insist upon strict compliance by either party of any obligations hereunder, and no custom or
practice of the parties at variance with the terms hereof shall constitute a waiver of either
party's right to demand exact compliance with the terms hereof.
23. Breach. Upon the failure of Caterer to observe or comply with any of the provisions of this
Contract, Airport may immediately terminate this Contract and institute such actions
necessary to recover the property and evict Caterer.
AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
CATERING CONTRACT
Page 8
24. Contract Termination.
a. In the event of failure to comply with the terms of this contract, Airport and Caterer
agree that Airport may terminate this Contract or any work or delivery required
hereunder, from time to time, either in whole or in part. Termination, in whole or in
part, shall be effected by delivery of a Notice of Termination signed by the Executive
Director of Augusta Regional Airport at Bush Field, specifically setting forth the
effective date of termination.
b. Upon receipt of such Notice, Caterer shall:
(1) Cease any further deliveries of work due under this Contract, on the
applicable date, and to the extent, which may be specified in the Notice;
(2) Accept no further orders except as may be necessary to perform that portion
of this Contract not subject to the Notice; and
(3) Use his best efforts to mitigate any damages which may be sustained as a
consequence of termination under this clause.
25. Premises. If the Leased Premises should be damaged or destroyed by fire or other casualty,
the same shall be repaired or replaced utilizing the proceeds of the insurance coverage
required to be maintained by Caterer under the terms of this Contract. In the event such
damage or destruction renders the Leased Premises untenantable, the rent required to be paid
hereunder shall nevertheless continue to be paid by Caterer without interruption during the
period of repair or replacement.
26. Miscellaneous.
a. Captioned herein are included for convenience of the parties only and shall not be
deemed to modify or restrict the meaning or interpretation of any of the terms or
provisions hereof.
b. In the event any covenant, condition, or provision herein contained is held to be
invalid by a court of competent jurisdiction, the invalidity of any such covenant,
condition, or provision shall in no way affect any other covenant, condition, or
provision herein contained provided that the invalidity of any such covenant,
condition, or provision does not materially prejudice either Lessor or Lessee in its
respective rights and obligations contained in the valid covenants, conditions, and
provisions of this Lease.
c. As between Lessor and Lessee, Lessee in the occupancy, use, and maintenance of the
leased Premises under the terms hereof, shall at all times act in the capacity of an
independent contractor.
AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
CATERING CONTRACT
Page 9
d. All claims, disputes and other matters in question between the Lessor and the Lessee
arising out of or relating to the Agreement, or the breach thereof, shall be decided in
the Superior Court of Richmond County, Georgia.
e. Lessee acknowledges that all records relating to this Agreement and the services to be
provided under the contract may be a public record subject to Georgia's Open
Records Act (O.C.G.A. § 50-18-70, et seq.). Lessee shall cooperate fully in
responding to such request and making all records, not exempt, available for
inspection and copying as provided by law.
IN WITNESS WHEREOF, the parties hereof have caused this Contract to be executed as of
the day and year first above written.
Signed, sealed, and delivered
In the presence of: CITY OF AUGUSTA
___________________________ By: ___________________________
Notary Public, State of GA As its: Mayor
My Commission Expires: _______
[SEAL]
Attest: _________________________
Its: Clerk of Commission
Signed, sealed, and delivered AUGUSTA AVIATION COMMISSION
In the presence of:
___________________________ By: _________________________
Notary Public, State of GA As its: CHAIRMAN
My Commission Expires: ____________
[SEAL]
Signed, sealed, and delivered MIKE SMITH CATERING, INC. In the presence of:
__________________________ By: __________________________
Notary Public, State of GA Its: President
My Commission Expires: ____________
AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
CATERING CONTRACT
Page 10
Catering Log
INSTRUCTIONS: Aviation Services clerk completes form when catering is delivered to FBO. Caterer will provide customer’s
flight/tail number and number of packages in the order.
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Public Service Committee Meeting
2/13/2006 12:30 PM
Architectural Contract for Library
Department:Library--Gary Swint, Director
Caption:Approval of Architectural Contract for new Library.
Background:A Selection Committee was appointed by the Library Board.
It issued, through Purchasing, a RFQ. Nine qualified
submittals were received. The Committee selected four
finalist based on a variety of criteria including, but not
limited to, proximity, DBE, and experience with similar
projects. These four made presentations to the Committee
which then chose Studio 3/Craig, Gaulden, Davis as the best
submittal.
Analysis:The qualifications and presentations of the Studio 3 Design
Group were judged the best from the firms and combinations
making submittals.
Financial Impact:Total cost of contract, including construction is $17,845,000.
The professional fees for the contract is $1,645,000 of this
amount.
Alternatives:Iniate a new bid process.
Recommendation:It is recommended that the contract be approved.
Funds are
Available in the
Following
Accounts:
Funding is authorized in SPLOST. SPLOST IV, Job
#202150320, GL #324051120 SPLOST V, Job # not yet
assigned, GL #325051120
REVIEWED AND APPROVED BY:
Clerk of Commission
ARCH-LS.PM 1/13/04 1
AGREEMENT FOR
DESIGN CONSULTANT SERVICES
AGREEMENT made this ________ day of February, 2006, BETWEEN the Owner: Augusta,
Georgia, a political subdivision of the State of Georgia, acting by and through the
Richmond County Commission; and the Design Consultant: Studio 3 Design Group P.C.,
For Professional Services in connection with the Project known as: Augusta Richmond
County Public Library/East Central Georgia Regional Library Headquarters.
The Construction Program Manager for the Project is: Heery International, Inc.
The Owner and the Design Consultant agree as set forth below:
ARTICLE 1
DEFINITIONS
The following words and phrases where appearing in initial capitalization, shall for the
purposes of this Agreement have the following meanings:
1.1 PROJECT. The Project shall be: All architectural, engineering and associated
work, as described herein, for the new Augusta Richmond County central public
library and East Central Georgia Library System headquarters, including pre-
design, design, bidding, construction administration and post-construction
services.
1.2 SERVICES. The Services to be performed by the Design Consultant under this
Agreement shall consist of the Basic Services and any Additional Services both as
defined herein.
1.3 BASIC SERVICES. Basic Services shall consist of the architectural and
engineering services as described in Article 3 and as indicated and specifically
designated in Exhibit "D" to be performed and provided by the Design Consultant
under this Agreement in connection with the Project.
1.4 ADDITIONAL SERVICES. Additional Services shall consist of the architectural
and engineering services agreed to be performed by the Design Consultant in
connection with the Project but which are not specifically designated as Basic
Services in Article 3 or Exhibit "D". A listing of potential Additional Services is
included as Exhibit "E".
1.5 WORK. The Work shall consist of the total construction, design and related
services (excluding the Services rendered by the Design Consultant) performed on
the Project.
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1.6 PROJECT DOCUMENTS. The Project shall be completed in accordance with the
following Project Documents which were prepared or approved by the Owner
prior to the execution of this Agreement between the Design Consultant and the
Owner:
1. Owner/Construction Program Manager Contract.
2. Building Program, including any modifications mutually agreed to, in
writing, between the parties to this agreement.
3. Master Schedule.
1.7 CONSTRUCTION CONTRACT DOCUMENTS. The Construction Contract
Documents shall consist of the plans and specifications prepared by the Design
Consultant and Commissioning Agent, and any addenda and change orders
thereto, the Owner’s Project Manual documents such as the Conditions of the
Contract, Contract Forms, Bidding Requirements, etc., and the Owner-Contractor
agreement, all of which shall be compatible and consistent with this Agreement
and the Owner/Construction Program Manager Contract.
1.8 CONTRACTOR. The Contractor is the person or entity which enters into an
agreement with the Owner to perform the construction of or any construction on
the Project, including, without limitation, the providing of labor, materials, and
equipment incorporated or to be incorporated into the Project. The term
"Contractor" means the Contractor or its authorized representative, but excludes
the Construction Program Manager and the Design Consultant.
1.9 BASIC SERVICES COMPENSATION. Basic Services Compensation shall be the
lump sum fee designated in Article 4 to be paid by the Owner to the Design
Consultant in connection with the performance of the Basic Services by the
Design Consultant.
1.10 ADDITIONAL SERVICES COMPENSATION. Additional Services Compensation
shall be the fees determined in accordance with Article 7 to be paid by the Owner
to the Design Consultant in connection with the performance of Additional
Services.
1.11 REIMBURSABLE EXPENSES. In connection with Additional Services,
Reimbursable Expenses are those actual expenditures made by the Design
Consultant, its employees, or its Professional Consultants in the interest of the
Project including but not limited to, County standard per diem out-of-pocket
expenses for travel and living expenses in connection with the Project, long
distance telephone, telex, expressage, professional consultants (other than those
required for the performance of the Basic Services), and Owner-approved
document reproduction. Pre-approved document reproduction expenses for Basic
Services include expenses incurred for review submittals required by the
Agreement, Bidding Documents, exclusive of addenda, and documents issued for
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permitting and/or construction. Travel expenses shall be covered by Basic
Services, except where the number of out-of-town trips during the design phase
exceeds eighteen (18).
1.12 OWNER/CONSTRUCTION PROGRAM MANAGER CONTRACT. The
Owner/Construction Program Manager Contract is the agreement between the
Owner and the Construction Program Manager dated May 6, 2004 for the
performance of construction program management services on the Project.
1.13 BUILDING PROGRAM. The Building Program or "Program" is the detailed
written summary of the requirements of the facility which sets forth the Owner's
design objectives, constraints and criteria, including space requirements and
relationships, quality levels, flexibility and expandability, special equipment and
systems and site requirements, as described in Exhibit "B".
1.14 MASTER SCHEDULE. The Master Schedule is a graphic display of the major
activities, phases, sequences and timing of the major project activities for design,
construction procurement, construction and occupancy as described in “Exhibit
C.”
1.15 DESIGN PHASE CHANGE ORDER. A Design Phase Change Order is the form
of documentation from the Owner approving and authorizing a modification to
the Program, Budget, Master Schedule, or previously approved Design Phase
documents.
1.16 COMMISSIONING AGENT. The quality assurance consultant hired by the
Owner to review, validate and document that the facility and its systems are
designed, installed and tested in conformance with the design intent.
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ARTICLE 2
RELATIONSHIP OF THE PARTIES
2.1 DESIGN CONSULTANT SERVICES. The Design Consultant shall provide
professional architectural/engineering services for the Project in accordance with
the terms and conditions of this Agreement. The Design Consultant's
performance of services shall be as professional consultant to the Owner to carry
out the activities of Project design and construction administration and to provide
the technical documents and supervision to achieve the Owner's Project
objectives.
2.2 COMMISSIONING AGENT SERVICES. The Design Consultant understands
that the Owner intends to enter into a separate contract with an independent
Commissioning Agent and agrees to communicate, through the Construction
Program Manager, with Commissioning Agent on matters pertaining to building
systems, including mechanical, electrical, plumbing and exterior envelope, to the
extent needed to support the Commissioning Agent’s mission to validate and
document that the facility and its systems are designed, installed and tested in
conformance with the design intent.
2.3 OWNER REPRESENTATION. The Construction Program Manager is under
separate contract with the Owner to provide construction program management
services. The Construction Program Manager has no design responsibilities of
any nature. None of the activities of the Construction Program Manager
supplant or conflict with the design, budget or any other services and
responsibilities customarily furnished by the Design Consultant or
subconsultants in accordance with generally accepted architectural/engineering
practices except as otherwise modified by this Agreement. The Design
Consultant understands and agrees that the Construction Program Manager is
the Owner's exclusive representative to the Design Consultant and Contractor
insofar as this Agreement is concerned. All instructions by the Owner to the
Design Consultant relating to services performed by the Design Consultant will
be issued or made through the Construction Program Manager. All
communications and submittals of the Design Consultant to the Owner and
Contractor shall be issued or made through the Construction Program Manager
unless the Construction Program Manager shall otherwise direct. The
Construction Program Manager shall have the authority to establish procedures,
consistent with this Agreement, to be followed by the Design Consultant and
Contractor and to call periodic conferences to be attended by the Design
Consultant, and his subconsultants, throughout the term of this Agreement.
2.4 Design Consultant understands and agrees that it is not a third party beneficiary
of any contract between the Owner and the Construction Program Manager or of
their performance thereunder; nor is Design Consultant a third party beneficiary
of any contract between the Owner and the Commissioning Agent. Design
Consultant waives any rights, claims or causes of action it may have as an alleged
third party beneficiary of any such contracts or of the performance of the parties
thereunder.
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2.5 DESIGN CONSULTANT REPRESENTATION.
2.5.1 The Design Consultant shall provide a list of all consultants which the Design
Consultant intends to utilize relating to the Project. The list shall include such
information on the qualifications of the consultants as may be requested by the
Owner. The Owner, through the Construction Program Manager, reserves the
right to review the consultants proposed, and the Design Consultant shall not
retain a consultant to which the Owner, through the Construction Program
Manager, has a reasonable objection.
2.5.2 The Design Consultant shall provide to the Owner, through the Construction
Program Manager, a list of the proposed key project personnel of the Design
Consultant and its consultants to be assigned to the Project. This list shall
include such information on the professional background of each of the assigned
personnel as may be requested by the Owner, through the Construction Program
Manager. Such key personnel and consultants shall be satisfactory to the Owner
and shall not be changed except with the consent of the Owner unless said
personnel cease to be in the Design Consultant's (or its consultants, if applicable)
employ.
2.6 DIVISION OF RESPONSIBILITIES/SERVICES. The Design Consultant
understands and agrees that should the Construction Program Manager provide
the Design Consultant with any estimating assistance, cost or time control
recommendations or other consultation, recommendations or suggestions, any or
all such activities on the part of the Construction Program Manager or any other
representative of the Owner shall in no way relieve the Design Consultant of the
responsibility of fulfilling its obligations and responsibilities under this
Agreement.
ARTICLE 3
BASIC SERVICES
3.1 SCOPE OF SERVICES.
3.1.1 The Basic Services to be provided by the Design Consultant shall be performed in
the seven phases described hereinafter and shall include architectural, structural
engineering, civil engineering, mechanical engineering, electrical engineering,
plumbing engineering, fire protection engineering, interior design (except where
noted as an Additional Service) and all other services customarily furnished by an
architect/engineer and its consultants in accordance with generally accepted
architectural and engineering practices consistent with the terms of this
Agreement, and specifically identified and described in Exhibit "D" attached
hereto and made a part of this Agreement. The seven phases are Pre-Design,
Schematic Design, Design Development, Construction Documents, Bid/Award,
Construction, and Post-Construction.
3.2 DESIGN CONSULTANT'S PROFESSIONAL RESPONSIBILITY AND
STANDARD OF CARE.
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3.2.1 By execution of this Agreement, the Design Consultant warrants that (a) it is an
experienced architectural and engineering firm having the skill and the legal and
professional ability necessary to perform all the Services required of it under this
Agreement in connection with the design and construction of a project having the
scope and complexity of the Project contemplated herein; (b) it has the
capabilities and resources necessary to perform its obligations hereunder; and (c)
it is familiar with all current laws, rules and regulations which are applicable to
the design and construction of the Project (such laws, rules and regulations
including, but not limited to, all local ordinances, requirements of building codes
of city, county, state and federal authorities which are applicable to the Project,
local sanitary laws and rules and regulations, and all orders and interpretations
by governing public authorities of such ordinances, requirements, laws, rules and
regulations in effect at the time of commencement of services on the Project), and
that all drawings, specifications and other documents prepared by the Design
Consultant shall be prepared in accordance with and shall accurately reflect and
incorporate all such laws, rules and regulations.
3.2.2 The Design Consultant hereby represents and agrees that the drawings,
specifications and other documents prepared by it pursuant to this Agreement
shall be complete and functional for the purposes intended, except as to any
deficiencies which are due to causes beyond the control of the Design Consultant,
and that the Project, if constructed in accordance with the intent established by
such drawings, specifications and other documents, shall be structurally sound
and a complete and properly functioning facility suitable for the purposes for
which it is intended.
3.2.3 The Design Consultant shall be responsible for any errors, inconsistencies or
omissions in the drawings, specifications, and other documents. While the Design
Consultant cannot guarantee the various documents required herein to be
completely free of minor human errors and omissions, it shall be the
responsibility of the Design Consultant throughout the period of performance
under this Agreement to use due care with professional competence. The Design
Consultant will correct at no additional cost to the Owner any and all errors and
omissions in the drawings, specifications and other documents prepared by the
Design Consultant. The Design Consultant further agrees, at no additional cost,
to render assistance to the Owner in resolving problems relating to the design or
specified materials.
3.2.4 In the event of a construction change order resulting from completed construction
work that must be demolished, disassembled, redone or removed, as a result of
errors or omissions in the Design Consultant’s drawings and specifications, the
Design Consultant assents to the Owner’s right to withhold payments to Design
Consultant, in the amount of the change order that is attributable to the errors
and omissions. The Owner shall not have the right to unjust enrichment or
withholding payments to the Design Consultant for portions of change orders that
convey reasonable value to Owner, such as approved work or materials associated
with the finished building.
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3.2.5 It is the responsibility of the Design Consultant to make certain that all
drawings, specifications and other documents are in accordance with applicable
laws, statutes, building codes and regulations and that appropriate approvals are
obtained from Federal, State and local governments.
3.3 PROJECT REQUIREMENTS.
3.3.1 Attached hereto and made a part of this Agreement as Exhibit "A" is the Design
and Construction Budget, a component of which is the Project Construction
Budget. The Project Construction Budget shall be defined as the total cost of
constructing the Project, as illustrated in Exhibit "A" hereto. A component of the
Project Construction Budget is the Construction Contract Award Price,
hereinafter referred to as CCAP. The CCAP for this Project, or designated
portion thereof, may be modified in writing only in the form of a Design Phase
Change Order, executed by the Owner, Construction Program Manager, and
Design Consultant. The Design Consultant shall prepare drawings, specifications
and other documents necessary so that the construction contract bid from a
responsive, responsible bidding contractor, acceptable to the Owner and the
Construction Program Manager, will be within the CCAP.
3.3.1.1 During all phases of the Project the Design Consultant shall prepare such
estimates as it deems necessary, at no additional cost to the Owner, to assure
itself that the estimated Project cost is within the CCAP and shall supply copies
of such data, information or estimates as the Owner may require to substantiate
the Design Consultant's contention that the Project cost is within the CCAP.
3.3.1.2 With each Design Phase submittal and each interim, revision or subsequent
design submittal of the Design Consultant to the Owner, the Design Consultant
shall make the following statement in writing: "The drawings, specifications, and
other documents submitted herewith, in my/our professional opinion, fulfill the
Building Program requirements and the work indicated by them may be
purchased by the Owner in a construction contract or contracts, the total price of
which (CCAP) will not exceed $15,800,000.00 (based on bid date of no later than
April 5, 2007) and may be constructed completely within said contract price and
the in-progress contingency fund of 2.5% of said price. Further, in my/our
professional opinion, the above-mentioned documents submitted herewith have
been prepared in accordance with the Design Consultant Services Agreement."
3.3.2 Incorporated herein and made a part of this Agreement by reference as Exhibit
"B" is the Building Program which defines the physical and environmental
parameters for the Project and establishes the design objectives and criteria. No
deviations from the Program shall be allowed without written approval for
change, in the form of a Design Phase Change Order executed by the Owner,
Construction Program Manager and Design Consultant.
3.3.3 Incorporated herein and made a part of this Agreement by reference as Exhibit
"C" is the Project Master Schedule, which defines the sequence and timing of the
design and construction activities. Also included in Exhibit “C” is the Critical
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Date Schedule, indicating critical dates to be adhered to by the Design
Consultant.
No deviation from the Master Schedule shall be allowed without written approval
for a change in the Master Schedule, in the form of a Design Phase Change Order
executed by the Owner, Construction Program Manager and Design Consultant.
Should the Owner and Construction Program Manager determine that the Design
Consultant is behind schedule, the Design Consultant shall expedite and
accelerate its efforts, including additional manpower and/or overtime, to maintain
the approved design schedule at no additional cost to the Owner.
3.4 PROJECT CONFERENCES.
3.4.1 Throughout all phases of the Project, the Design Consultant and its consultants
shall meet periodically with the Owner and Construction Program Manager when
reasonably requested. Attendees shall be as jointly determined by the Owner,
Construction Program Manager and Design Consultant. As a minimum,
regularly scheduled meetings which the Design Consultant will attend include:
3.4.1.1 Project Launch.
3.4.1.2 Predesign conferences on a biweekly basis.
3.4.1.3 Predesign Project Analysis Sessions, two days maximum.
3.4.1.4 Six design conferences each, during Schematic Design and Design Development
phases, respectively, and three conferences during the Construction Documents
phase.
3.4.1.5 Prebid conference for each construction contract.
3.4.1.6 Preconstruction conference for each construction contract.
3.4.1.7 Construction progress meetings on a weekly basis for each construction contract.
3.4.1.8 Substantial Completion, Final Completion and completion of warranty period
inspections for each construction contract.
3.4.2 The Design Consultant shall be responsible for scheduling and attending any and
all meetings necessary to properly coordinate the design effort including meetings
with Owner’s Commissioning Agent, governing agencies, code officials and
applicable utilities.
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ARTICLE 4
COMPENSATION
4.1 BASIC SERVICES COMPENSATION
4.1.1 The Owner shall compensate the Design Consultant in accordance with the terms
and conditions of this Agreement, including the following:
4.1.2 For the Basic Services of the Design Consultant, Basic Services Compensation
shall be in the amount of One thousand two hundred fifteen Dollars
($1,215,000.00).
4.1.3 The Basic Services Compensation stated in paragraph 4.1.1 includes all
compensation and other payments due the Design Consultant (manpower,
overhead, profit, direct costs, etc.) in the performance of the Basic Services.
4.2 PAYMENTS TO THE DESIGN CONSULTANT. Payments on account of the
Design Consultant shall be made as follows:
4.2.1 Payments for Basic Services shall be made monthly in proportion to services
performed so that the compensation at the completion of each Phase shall equal
the following percentages of the Basic Services Compensation.
Pre-Design Phase ................................................................................................... 3%
Schematic Design Phase...................................................................................... 15%
Design Development Phase..................................................................................40%
Construction Documents Phase........................................................................... 75%
Bidding or Negotiations Phase ............................................................................77%
Construction Phase .............................................................................................. 97%
Post Construction Phase.................................................................................... 100%
4.2.2 No deductions shall be made from the Design Consultant's Basic Services
Compensation on account of penalty, liquidated damages, retainage or other sums
withheld from payments to Contractor.
4.2.3 If the Project is suspended for more than six months or abandoned in whole or in
part by the Owner, the Design Consultant shall be paid compensation for services
performed prior to receipt of written notice from the Owner of such suspension or
abandonment, and all reasonable termination expenses resulting from such
suspension or abandonment. If the Project is resumed after being suspended for
more than six months, the Design Consultant's Basic Services Compensation
shall be equitably adjusted.
4.3 ADDITIONAL SERVICES COMPENSATION.
4.3.1 With respect to any Additional Services, as described in Article 7 herein,
performed by the Design Consultant hereunder, the Design Consultant and
Owner shall negotiate an equitable adjustment to the Basic Services
Compensation. However, if negotiations are not successful prior to the time the
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additional services are needed, the Owner may elect to contract with another
entity to perform the Additional Service(s); or the Owner may direct the Design
Consultant to proceed with the Additional Services on a time spent basis with
Additional Compensation Services to be computed as follows:
4.3.1.1 Principal's time at the fixed rate of One hundred twenty Dollars ($120.00) per
hour. For the purposes of this agreement, the Principals are: Samuel D. Beaird,
Jr., AIA, Richard B. Hinman, Jr. AIA, David R. Moore, II, AIA, and David L.
Dixon, AIA.
4.3.1.2 Employee's time computed at a multiple of two times the employee's Direct
Payroll Expense. Direct Payroll Expense includes cost of salaries and of
mandatory and customary benefits such as statutory employee benefits,
insurance, sick leave, holidays and vacations, but shall not exceed 1.3 times the
base hourly wage of each employee.
4.3.1.3 Reimbursable Expenses incurred while performing Additional Services shall be
computed at a multiple of 1.10 times actual cost. Reimbursable Expenses shall
also include expense of renderings or models for the Owner's use over and above
those provided for in Basic Services, if authorized in advance by the Owner.
Before incurring any Reimbursable Expenses, the Design Consultant must
request and receive written authorization from the Owner.
4.3.1.4 Should the Owner elect to contract with a separate entity to perform Additional
Services, as described under Paragraph 4.3.1, the Design Consultant shall comply
with reasonable requests from Owner, without additional compensation, with
regards to design coordination with the respective separate entity.
4.3.2 Payments for Additional Services of the Design Consultant shall be made
monthly upon presentation of the Design Consultant's statement of services, fully
supported by invoices, time cards, and other documentation as requested by the
Owner.
4.4 ACCOUNTING RECORDS.
4.4.1 Records of the Design Consultant with respect to Additional Services and payroll,
consultant and other expenses (including Reimbursable Expenses) pertaining to
the Project, shall be kept on generally accepted accounting principals and shall be
available to the Owner or its authorized representative for inspection and copying
at mutually convenient times.
4.4.2 At the request of the Owner or its authorized representative the Design
Consultant will supply in a timely manner and certify as accurate, unaltered
copies of all time sheets, invoices, and other documents to substantiate and
document any and all Additional Services and Reimbursable Expenses.
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ARTICLE 5
PERIOD OF SERVICE
5.1 Specific dates relating to the period of services are set forth in Exhibit "C."
5.2 Unless earlier terminated as provided in Article 11 hereof, this Agreement shall
remain in force for a period which may reasonably be required for the Basic
Services and Additional Services hereunder. However, the provisions of the
Agreement relating to Professional Responsibility (paragraph 3.2); Dispute
Resolution (Article 12); Professional Liability coverage (Article 9); Indemnification
(Article 10); and Ownership of Documents/Confidential Information (Article 14)
shall remain in effect after termination of the other provisions of the Agreement.
5.3 If the Project is delayed through no fault of the Design Consultant, all specific
dates noted in the Master Schedule that are affected by the delay will be adjusted
by the number of calendar days of the delay.
5.4 If the Owner materially revises the Project, a reasonable time extension and/or
credit shall be negotiated between the Design Consultant and the Owner.
5.5 Time is of the essence of this Agreement.
ARTICLE 6
OWNER'S RESPONSIBILITIES
6.1 The Owner shall provide full information regarding the requirements for the
Project.
6.2 The Owner shall examine documents submitted by the Design Consultant and
shall render decisions pertaining thereto promptly, to avoid unreasonable delay in
the progress of the Design Consultant's Services.
6.3 The Owner shall furnish a certified land survey of the site, giving as applicable,
grades and lines of streets, alleys, pavements and adjoining property;
rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions,
boundaries and contours of the site; locations, dimensions and complete data
pertaining to existing buildings, other improvements and trees.
6.4 The Owner shall pay for the services of a soils engineer or other consultant, when
such services are deemed necessary by the Design Consultant or Construction
Program Manager, to provide reports, test borings, test pits, soil bearing values,
percolation tests, air and water pollution tests, ground corrosion and resistivity
tests and other necessary operations for determining subsoil, air and water
conditions, with appropriate professional interpretations thereof.
6.5 The Owner shall pay for structural, mechanical, chemical and other laboratory
tests, inspections and reports as required by law that are not otherwise called for
in this Agreement.
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6.6 The Owner shall furnish such legal, accounting, and insurance counseling
services as the Owner may deem necessary for the Project, and such auditing
services as it may require to ascertain how, or for what purposes, the Contractor
has used the moneys paid to it under the Construction Contract.
6.7 All services, information, surveys and reports required of the Owner, shall be
furnished at the Owner's expense and the Design Consultant shall be entitled to
rely upon their accuracy and completeness.
6.8 The Owner shall furnish information and approvals required of it expeditiously,
for orderly progress of the Work and shall endeavor to adhere as closely as
possible with the time conditions for such Owner activities as set forth in all
approved schedules for the Project.
6.9 The Owner shall secure and pay for and the Design Consultant shall assist in
obtaining all necessary permits, licenses, approvals, easements, assessments, and
charges required for the construction, use or occupancy of permanent structures
or for permanent changes in existing facilities.
ARTICLE 7
ADDITIONAL SERVICES
7.1 Attached hereto and made a part of this Agreement as Exhibit "E" is the list of
services which exceed the Scope of Basic Services under this Agreement. If any of
these Additional Services are authorized in advance by the Owner in writing, the
Design Consultant shall provide or obtain from others the authorized services.
7.2 The Owner will compensate the Design Consultant for authorized Additional
Services performed as herein provided to the extent that they exceed the
obligations of the Design Consultant under this Agreement.
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ARTICLE 8
NOTICES
8.1 Any notice required by this Agreement or other communications to either party
by the other shall be in writing and deemed given when delivered personally or
five (5) days after deposit in the United States Post Office, postage prepaid
certified mail, return receipt requested, addressed as follows, or to such other
address as shall be duly given by notice meeting the requirement of this Article.
8.1.1 To Owner: Mr. Fred Russell
Augusta Richmond County Administrator
530 Greene Street,
Room 801
Augusta, GA 30911
8.1.2 To Design Consultant: Mr. Samuel Beaird, Jr.
Studio 3 Design Group
1617 Walton Way
Augusta, GA 30904
8.1.3 With Copy to Construction Program Manager:
Mr. Bob Munger
Heery International, Inc.
501 Greene Street; Suite 313
Augusta, GA 30901
ARTICLE 9
INSURANCE
9.1 The Design Consultant shall purchase and maintain insurance for protection
from claims under worker's or workmen's compensation acts; claims resulting
from negligent acts or omissions for damages because of bodily injury, including
personal injury, sickness, disease or death of any of the Design Consultant's
employees or any other person; claims for damages because of injury to or
destruction of personal property including loss of use resulting therefrom; and
claims arising out of the performance of this Agreement and caused by negligent
acts or omissions for which the Design Consultant is legally liable. Minimum
limits of coverage shall be:
INSURANCE DESCRIPTION Minimum Required Coverage
a. Worker's Compensation Statutory
b. Public Liability $1,000,000 Combined Limit
Bodily Injury: Each Person $100,000
Bodily Injury: Each Accident $200,000
Property Damage: Each Accident $100,000
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c. Automobile Liability & Property Damage $1,000,000 Combined Limit
Bodily Injury: Each Person $100,000
Bodily Injury: Each Accident $200,000
Property Damage: Each Accident $100,000
d. Professional Liability: $1,000,000 per Loss/Claim
9.2 Evidence of such insurance shall be furnished to the Owner, and the Owner shall
receive thirty (30) days prior written notice of any cancellation, non-renewal or
reduction of coverage of any of the policies. Upon notice of such cancellation, non-
renewal or reduction, the Design Consultant shall procure substitute insurance so
as to assure the Owner that the minimum limits of coverage are maintained
continuously throughout the period of this Agreement.
9.2.1 The Design Consultant shall deliver to the Owner a certificate of insurance for its
Professional Liability coverage annually, so long as it is required to maintain
such coverage under paragraph 9.4.
9.3 All insurance policies (with the exception of Professional Liability) required under
this Agreement shall name the Owner as an additional insured for the insurance
and shall contain a waiver of subrogation against the Owner.
9.4 The Design Consultant shall maintain in force during the performance of this
contract and for 2 years after final completion of the Project, the Professional
Liability insurance coverage referenced above.
ARTICLE 10
INDEMNIFICATION
10.1 Notwithstanding anything to the contrary contained herein, the Design
Consultant shall indemnify and hold harmless the Owner, the Construction
Program Manager and their agents and employees from and against all claims,
damages, losses and expenses, including but not limited to attorney's fees, arising
out of or resulting from (i) the Design Consultant's performance or failure to
perform its obligations under this Agreement and (ii) any claim, damage, loss or
expense attributable to bodily injury, sickness, disease or death, or to injury to or
destruction of personal property including the loss of use resulting therefrom and
caused in whole or in part by any negligent act or omission of the Design
Consultant, anyone directly or indirectly employed by the Design Consultant or
anyone for whose acts the Design Consultant may be liable. Such obligation shall
not be construed to negate, abridge or otherwise reduce any other right or
obligation of indemnity which would otherwise exist as to any party or person
described in this Article.
10.2 Except as otherwise set forth in this Agreement, the Design Consultant and the
Owner shall not be liable to each other for any delays in the performance of their
respective obligations and responsibilities under this Agreement which arise from
causes beyond their control and without their fault or negligence, including but
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not limited to, any of the following events or occurrences: fire, flood, earthquake,
epidemic, atmospheric condition of unusual severity, war, state or local
government acting in its sovereign capacity, and strikes. Owner shall not be
liable to the Design Consultant for acts or failures to act by Construction Program
Manager, the Contractor or the Owner's consultants.
ARTICLE 11
TERMINATION OF AGREEMENT
11.1 If (1), the Owner abandons the Project or the Project is stopped for more than six
(6) months due to actions taken by the Owner, or under an order of any court or
other public authority having jurisdiction, or as a result of an act of government,
such as a declaration of a national emergency making materials unavailable
through no act or fault of the Design Consultant or its agents or employees, or (2),
the Owner has failed to substantially perform in accordance with the provisions
of this Agreement due to no fault of the Design Consultant and such
non-performance continues without cure for a period of thirty (30) days after the
Owner receives from the Design Consultant a written notice of such
nonperformance (including a detailed explanation of the actions of the Owner
required for cure), the Design Consultant may, upon fifteen (15) day's additional
written notice to the Owner, terminate this Agreement, without prejudice to any
right or remedy otherwise available to the Owner, and recover from the Owner
payment for all services performed to the date of the notice terminating this
Agreement.
11.2 Upon the appointment of a receiver for the Design Consultant, or if the Design
Consultant makes a general assignment for the benefit of creditors, the Owner
may terminate this Agreement, without prejudice to any right or remedy
otherwise available to the Owner, upon giving three (3) working days written
notice to the Design Consultant. If an order for relief is entered under the
bankruptcy code with respect to the Design Consultant, the Owner may
terminate this Agreement by giving three working days written notice to the
Design Consultant unless the Design Consultant or the trustee: (1), promptly
cures all breaches; (2), provides adequate assurances of future performance; (3),
compensates the Owner for actual pecuniary loss resulting from such breaches;
and (4), assumes the obligations of the Design Consultant within the statutory
time limits.
11.3 If the Design Consultant persistently or repeatedly refuses or fails, except in
cases for which extension of time is provided, to supply sufficient properly skilled
staff or proper materials, or persistently disregards laws, ordinances, rules,
regulations or orders of any public authority jurisdiction, or otherwise
substantially violates or breaches any term or provision of this Agreement, then
the Owner may, without prejudice to any right or remedy otherwise available to
the Owner, and after giving the Design Consultant written notice, terminate this
Agreement.
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11.4 Upon termination of this Agreement by the Owner under paragraph 11.2 or 11.3
it shall be entitled to furnish or have furnished the Services to be performed
hereunder by the Design Consultant by whatever method the Owner may deem
expedient. Also, in such cases, the Design Consultant shall not be entitled to
receive any further payment until completion of the Work; and the total
compensation to the Design Consultant under this Agreement shall be the
amount which is equitable under the circumstances. If the Owner and the Design
Consultant are unable to agree on the amount to be paid under the foregoing
sentence, the Owner shall fix an amount, if any, which it deems appropriate in
consideration of all of the circumstances surrounding such termination, and shall
make payment accordingly.
11.5 The Owner may, upon thirty day's written notice to the Design Consultant
terminate this Agreement, in whole or in part, at any time for the convenience of
the Owner, without prejudice to any right or remedy otherwise available to the
Owner. Upon receipt of such notice, the Design Consultant shall immediately
discontinue all services affected unless such notice directs otherwise. In the
event of a termination for convenience of the Owner, the Design Consultant's sole
and exclusive right and remedy is to be paid for all work performed and to receive
equitable adjustment for all work performed through the date of termination.
The Design Consultant shall not be entitled to be paid any amount as profit for
unperformed services or consideration for the termination of convenience by the
Owner.
11.6 Should the Owner terminate the Design Consultant as provided for under this
Article, the Owner will acquire such drawings, including the ownership and use
of all drawings, specifications, documents and materials relating to the Project
prepared by or in the possession of the Design Consultant. The Design
Consultant will turn over to the Owner in a timely manner and in good unaltered
condition all original drawings, specifications, documents and materials.
11.7 The payment of any sums by the Owner under this Article 11 shall not constitute
a waiver of any claims for damages by the Owner for any breach of the Agreement
by the Design Consultant.
ARTICLE 12
DISPUTE RESOLUTION
12.1 If a dispute arises out of or related to this Agreement, or its alleged breach, and if
that dispute has not been settled through direct discussions within a reasonable
period, the parties to this Agreement agree to first endeavor to settle the dispute
in an amicable manner by submitting the dispute to a mutually acceptable
mediator under the Construction Industry Mediation Rules, before having
recourse to a judicial forum. Each party further agrees that it will endeavor to
follow a similar dispute resolution procedure to resolve any disputes against any
third parties (including the Contractor and Construction Program Manager)
which arise out of or relate to work.
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12.2 Should mediation of disputes prove unsuccessful, the parties to this Agreement
agree that the matter(s) in question will be decided in the Superior Court of
Richmond County, Georgia. By signing this Agreement, the Design Consultant
waives any right to contest the venue in the Superior Court of Richmond County,
Georgia.
ARTICLE 13
SUCCESSORS/ASSIGNMENT
13.1 This Agreement shall inure to the benefit of and be binding on the heirs,
successors, assigns, trustees and personal representatives of the Owner, as well
as the permitted assigns and trustees of the Design Consultant.
13.2 The Design Consultant shall not assign, sublet or transfer its interest in this
Agreement without the written consent of the other, except that the Design
Consultant may assign accounts receivable to a commercial bank or financial
institution for securing loans, without prior approval of the Owner.
ARTICLE 14
OWNERSHIP OF DOCUMENTS/CONFIDENTIAL INFORMATION
14.1 Drawings and Specifications as instruments of service are and shall remain the
property of the Design Consultant except as provided for under paragraph 11.6
whether the Project for which they are made is built or not. Said documents and
design concept are not to be used by the Design Consultant on other projects.
Then Design Consultant agrees to transmit a digital copy of all plan drawings, in
their native CAD file format, to Owner prior to project closeout. Said electronic
files and documents are not to be used by the Owner on projects at separate
facilities, without a written agreement with the Design Consultant, except as
provided for under paragraph 11.6.
14.2 In order for the Design Consultant to fulfill this Agreement effectively, it may be
necessary or desirable for the Owner to disclose to the Design Consultant
confidential and proprietary information and trade secrets pertaining to the
Owner's past, present and future activities. The Design Consultant hereby
agrees to treat any and all information gained by it as a result of the Services
performed hereunder as strictly confidential. The Design Consultant further
agrees that it will not disclose to anyone outside of the authorized Project team (i)
Owner's trade secrets during the period of this Agreement or thereafter or (ii)
Owner's confidential and proprietary information during the period of this
Agreement and thereafter for a period of 2 years.
ARTICLE 15
ADDITIONAL PROVISIONS
15.1 Whenever renderings, photographs of renderings, photographs of models,
photographs, drawings, announcements, or other illustration or information of
the Project are released for public information, advertisement or publicity,
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appropriate and proper credit for architectural and other services shall be given
to the Design Consultant and Construction Program Manager respectively.
15.2 This Agreement and its Exhibits and Attachments represent the entire and
integrated agreement between the Owner and the Design Consultant and
supersedes all prior negotiations, representations or agreements, either written
or oral. This Agreement may be amended only by written instrument signed by
both Owner and Design Consultant.
15.3 Unless otherwise specified, this Agreement shall be governed by the law of the
State of Georgia, U.S.A.
15.4 If any one or more of the provisions contained in this Agreement, for any reason,
are held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions thereof and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein.
15.5 Except where specifically stated otherwise, all periods of time stated in terms of
days shall be considered periods calculated in calendar days.
15.6 The headings or captions within this Agreement shall be deemed set forth in the
manner presented for the purposes of reference only and shall not control or
otherwise affect the information set forth therein or interpretation thereof.
15.7 For the purpose of this Agreement unless the context clearly indicates otherwise,
the singular includes the plural, and the plural includes the singular.
15.8 This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and the counterparts shall constitute one and the
same instrument, which shall be sufficient evidence by any one thereof.
ARCH-LS.PM 1/13/04 19
This Agreement executed the day and year first written above.
OWNER DESIGN CONSULTANT
Augusta, Georgia, a political
Subdivision of the State of Georgia
Acting by and through the Studio 3 Design Group, P.C
Richmond County Commission
By:____________________________________ By:
Deke S. Copenhaver Samuel D. Beaird, Jr.
Mayor Partner
Attest:________________________________ Attest:_________________________________
Clerk Witness
ARCH-LS.PM 7/31/92 A1
EXHIBIT A
DESIGN AND CONSTRUCTION BUDGET
DATE: February 3, 2006
OWNER: Augusta, Georgia
PROJECT: Augusta Richmond County Public Library/ East
Central Georgia Regional Library Headquarters.
1. This budget is based on construction dates as follows:
Construction Contract Award: April, 2007
Substantial Completion: August, 2008
Final Completion: October, 2008
2. Escalation rates shall be determined by the R. S. Means Cost Index for
Augusta (or nearest available city). Based on recent Index history in the area, a
projected rate of escalation of six percent (6%) has been allowed for in the figures below
based on the dates shown in Item l. In the event of delay and/or publication of above
referenced Index Data contrary to projected rate of escalation, all of the following
figures are automatically adjusted by the foregoing Cost Index.
3. Budget for Construction Contract(s) Award Price (s):
CCAP $ 15,800,000
4. In-progress Contingency Fund to cover change orders
for necessary adjustments to site conditions, minor
design refinements, and correction of minor errors
and omissions in the construction documents.
Two and one-half percent ( 2.5 %) of item 3 $ 400,000
5. Project Construction Budget
(Line 3 plus Line 4) $16,200,000
6. Recommended Professional Fee Allowance and Reimbursables
for Design, Equipment and other Construction related
services:
(a) Architectural and Engineering Services $1,215,000
(b) Commissioning $90,000
(c) Furnishings & Equipment (Interior Design) $120,000
ARCH-LS.PM 7/31/92 A2
(d) Landscape Architecture $15,000
(e) Surveys, Tests, Borings, Reports $50,000
(f) Models and Renderings $15,000
(g) Contingency, Reimbursables & Others $140,000
7. Professional Fees & Reimbursables for Design Services $1,645,000
8. Total Design and Construction Budget
Total of Lines 5 and 7) $17,845,000
Note: The following Project costs are not included in the above figures:
• Land Acquisition
• Environmental Abatement Consulting fees
• Demolition & Abatement
• Furnishings, Fixtures and Equipment
• Project Management fees
• Owner’s Contingency
• Legal or Accounting fees
ARCH-LS.PM 7/31/92 B1
EXHIBIT B
BUILDING PROGRAM
Document entitled “Augusta Public Library Building Program” dated November 7, 2005,
and subtitled “Augusta Public Library Headquarters for the East Central Georgia Regional
Library, 902 Greene Street, Augusta, Georgia 30901,” is adopted herein by reference.
ARCH-LS.PM 7/31/92 C1
EXHIBIT C
MASTER SCHEDULE & CRITICAL DATE SCHEDULE
Exhibit C consists of the following, attached documents:
1. NEW ARC MAIN LIBRARY – MASTER SCHEDULE, dated 1/30/06.
2. NEW ARC MAIN LIBRARY – CRITICAL DATE SCHEDULE, dated 1/30/06.
ARCH-LS.PM 7/31/92 D1
EXHIBIT D
SCOPE OF SERVICES
The Basic Services below to be performed by the Design Consultant consist of professional
tasks which have as their objective the design, technical documents and construction
administration to provide the Owner with a complete and properly functioning facility.
The Basic Services shall be performed in accordance with the standard of care set forth in
this Agreement. The facility shall be suitable for the purposes for which it is intended,
comply with all applicable codes and laws, and completed on a timely basis within the
approved construction budget. The services are described under the Project Phases in
which they customarily occur. This order is for convenience only and does not necessarily
reflect the sequence in which a service will actually be performed, or necessarily limit the
Project, or a designated portion of the Project, to one of each Phase. These Phases may be
divided to facilitate the procurement of segregated portions of the Work, pursuant to the
approved Master Schedule (Exhibit C). The Owner reserves the right to designate the
phasing of segregated portions of the Work and to modify the Master Schedule, within the
terms and conditions of this Agreement.
A. PRE-DESIGN PHASE
1. The Design Consultant shall examine and analyze available information provided
by the Owner and Construction Program Manager and shall advise and recommend
as to additional information necessary to begin specific design work on the Project.
2. Upon analysis of all available information and prior to initiating any design tasks,
the Design Consultant shall participate in a Pre-Design Project Analysis on the
dates specified in the Master Schedule contained in Exhibit C or as may
subsequently be approved. The Design Consultant shall have in attendance the
individuals who will represent the primary architectural and engineering
disciplines on the project and others as may be requested by the Construction
Program Manager. The Construction Program Manager, in conjunction with the
Design Consultant, shall take and transcribe minutes of the sessions.
3. Upon conclusion of the Pre-Design Project Analysis and in accordance with the
Master Schedule of Exhibit C, the Design Consultant shall prepare a report to the
Owner (hereinafter referred to as the Design Narrative) which is the Design
Consultant's interpretation of the Project requirements, design parameters and
objectives, and results of the Pre-Design Project Analysis. To the maximum extent
possible, the Design Narrative will contain diagrammatic studies and pertinent text
relative to: design concept; Building Program; internal functions; human, vehicle
and material flow patterns; general space allocations; detailed analysis of operating
functions; studies of adjacency, vertical and horizontal affinities; and outline
descriptions of major building components and systems.
ARCH-LS.PM 7/31/92 D2
B. SCHEMATIC DESIGN PHASE
1. Upon written authorization from the Owner to proceed and, based on the approved
Design Narrative, the Project Construction Budget, Building Program of
requirements, and the Master Schedule (Exhibits A, B and C) the Design
Consultant shall prepare Schematic Design Studies consisting of drawings and
other documents illustrating the design concept, scale and relationship of the
Project components for approval by the Owner.
2. The Design Consultant shall provide the Construction Program Manager
periodically with copies of Schematic Design Studies for the Construction Program
Manager's review during the Schematic Design Phase. At the end of the Schematic
Design Phase the Design Consultant shall provide the Construction Program
Manager with eight (8) complete, half-size sets of the drawings and other
documents for approval by the Owner.
3. Documents prepared by the Design Consultant for final Schematic Design Phase
submittal shall include drawings and a written report. The drawings shall include,
but not be limited to, a proposed site utilization study of the property of the Project,
schematic plans of all floor plan conditions, and simplified elevations indicating the
fundamentals of the architectural concept. The report shall incorporate the Design
Consultant's Construction Contract(s) Award Price(s) (CCAP) estimate and
breakdown, as well as the Project Schedule. The Design Consultant shall prepare
such estimates as it deems necessary to assure itself that the project cost is within
the CCAP. Further, the report shall include such discussion of design factors, if
any, as are pertinent in the opinion of the Design Consultant and outline
descriptions of proposed engineered systems, construction methods, materials and
work to be included in the construction contracts.
4. To be considered acceptable for final Schematic Design Phase submittal, the
documents shall contain, as a minimum:
a. Architectural
- Single-line drawings showing complete building layout, identifying the
various major areas, core areas and their relationships.
- Preliminary exterior wall cross section and elevation indicating location
and size of fenestration, and indicating overall thermal transfer value for
exterior wall envelope.
ARCH-LS.PM 7/31/92 D3
- Identification of roof system, deck, membrane flashing and drainage
technique and indicating overall combined heat transfer coefficient for
roof/ceiling composite and roof area.
- Identification of all proposed finishes (includes all exterior surfaces, doors
and windows).
- Site plan with building located and overall grading plan with a minimum
of 2'- 0" contour lines. All major site development such as access road
paving, walls and outside support buildings, structured parking facilities,
and paved parking lots should be shown.
- Gross and net area calculations separated to show conformance with the
Building Program.
b. Structural
- Structural systems layout with overall dimensions and floor elevations.
Identification of structural system (precast, structural steel with
composite deck, structural steel with bar joists, etc.).
- Identification of foundation requirements (fill requirements, piles,
caissons, spread, footings, etc.).
c. Mechanical
- Block heating, ventilating and cooling loads calculations including skin
versus internal loading.
- Minimum of two HVAC systems that appear compatible with loading
conditions for subsequent life-cycle costing.
- Single-line drawings of all mechanical equipment spaces, duct chases and
pipe chases.
- Location of all major equipment in allocated spaces.
d. Electrical
- Lighting fixtures outlined in plan and roughly scheduled showing types
and quantities of fixtures to be used.
- Major electrical equipment roughly scheduled indicating size and capacity.
ARCH-LS.PM 7/31/92 D4
- Complete preliminary one-line electrical distribution diagrams with
indications of final location of service entry, switchboards, motor control
centers, panels, transformers and emergency generator, if required.
- Legend showing all symbols used on drawings.
5. The Owner, Construction Program Manager and Commissioning Agent will review
the Schematic Design Submittal. Written review comments will be provided to the
Design Consultant, by the Construction Program Manager, upon completion of the
review. The Design Consultant will provide written response to all comments,
indicating dispensation, within two weeks of receipt of said comments.
6. Upon Owner acceptance and approval of the Schematic Design, the floor elevations
and exterior wall locations (building "footprint") may not be changed except by
written authorization from Owner.
C. DESIGN DEVELOPMENT PHASE
1. The Design Consultant shall prepare from the approved Schematic Design Studies,
for further approval by the Owner, the Design Development Documents consisting
of drawings and other documents to fix and describe the size and character of the
entire Project as to structural, mechanical and electrical systems, materials and
such other essentials as may be appropriate.
2. Design Development Documents prepared by the Design Consultant shall include
drawings and a written report in more detail than the Schematic Design Documents
and shall take into account the Owner's comments on the previous submittal.
Drawings shall include dimensioned site development plan, floors plans, elevations,
and one or more typical sections indicating proposed construction. Drawings shall
also include information on major finishes as well as diagrammatic drawings
illustrating fundamentals of major engineered systems, i.e., structural, mechanical
and electrical.
3. The Design Consultant shall provide the Construction Program Manager with two
copies of in-progress Design Development Documents during the Design
Development Phase, at the mid-point of the phase. At the end of the Design
Development Phase the Design Consultant shall provide the Construction Program
Manager with eight (8) complete sets of half-size drawings and other documents for
approval by the Owner. The documents for this final Design Development Phase
submittal shall consist of, as a minimum:
a. Architectural
ARCH-LS.PM 7/31/92 D5
- Floor plans with final room locations including all openings.
- Wall sections showing final dimensional relationships, materials and
component relationships.
- Identification of all fixed and loose equipment to be installed in contract.
- Finish schedule identifying all finishes.
- Well-developed door schedule showing final quantity plus type and quality
levels.
- Virtually complete site plan including grading and drainage.
- Preliminary development of details and large scale blow-ups.
- Legend showing all symbols used on drawings.
- Outline specifications.
- Reflective ceiling development including ceiling grid and all devices that
penetrate ceiling (i.e., light fixtures, sprinkler heads, ceiling register or
diffusers, etc.).
b. Structural
- Plan drawings with all major structural members located and sized.
- Footing, beam, column and connection schedules.
- Final building elevations.
- Outline specifications.
- Foundation drawings.
c. Mechanical
- Heating and cooling load calculations for each space and major duct or
pipe runs sized to interface structural.
- Major mechanical equipment scheduled indicating size and capacity.
- Duct work and piping substantially located and sized.
ARCH-LS.PM 7/31/92 D6
- Devices in ceiling located.
- Legend showing all symbols used on drawings.
- Outline specifications.
d. Electrical
- All power consuming equipment and load characteristics.
- Total electric load.
- Major electrical equipment (switchgear, distribution panels, emergency
generator, transfer switches, UPS system, etc.) dimensioned and drawn to
scale into the space allocated.
- Complete preliminary site lighting design.
- Outline specifications.
- Lighting, power, telecommunications and office automation devices and
receptacles shown in plan.
- Light fixture schedule with all major fixtures identified.
- Interior electrical loads estimate for systems furniture, receptacles,
lighting, food service equipment, and any other special use areas, etc.
4. The Owner, Construction Program Manager and Commissioning Agent will review
the Design Development Submittal. Written review comments will be provided to
the Design Consultant, by the Construction Program Manager, upon completion of
the review. The Design Consultant will provide written response to all comments,
indicating dispensation, within two weeks of receipt of said comments.
D. CONSTRUCTION DOCUMENTS PHASE
1. Upon written authorization from the Owner to proceed, the Design Consultant shall
prepare from the approved Design Development Documents, Working Drawings and
Specifications setting forth in detail the requirements for the construction of the
entire Project. The Owner will provide the Conditions of the Contract (General and
any Supplementary), Advertisement for Bids, Instructions to Bidders, time control
specification provisions, and Construction Proposal Forms and Agreement(s) which
the Design Consultant shall incorporate into the Construction Documents.
ARCH-LS.PM 7/31/92 D7
2. Construction Documents shall be packaged as prescribed in the Master Schedule
and completed in accordance with the Schedule.
3. Detailed drawings shall cover all work included in the Project or designated portion
thereof.
4. Specifications shall be prepared using the Construction Specifications Institute 16
division format.
5. The Design Consultant shall provide the Construction Program Manager with two
half-size (2) copies of in-progress Construction Documents during this phase, at the
50% CD completion stage. Additionally, and in accordance with the Master
Schedule, the Design Consultant shall submit for approval by the Owner four (4)
sets of preliminary Construction Documents at the stage of 90% completeness. The
90% stage shall include complete technical specifications from all disciplines.
6. After review and approval of the 90% Construction Documents by the Owner, the
Design Consultant shall continue with preparation of final Construction Documents
and Bid Documents, including assimilation of complete Project Manual with final
Technical Specifications and Owner’s front end documents, for all authorized work
on the Project and shall incorporate in those final documents the comments and any
modifications and changes desired by the Owner and any modifications required for
compliance with all applicable codes, regulations, standards, the approved program,
and prior written approvals and instructions of the Owner. The resulting final
Construction Document submittal is to be a complete, fully coordinated, integrated
package, suitable for bidding distribution, without any significant addenda or
further clarification required. Submit one complete, final set of proposed Bid
Documents to the Owner, along with written responses to 90% Review Comments,
for final review.
7. The Design Consultant shall participate in such reviews and meetings as are
necessary to ensure that the project design confirms to all applicable codes and
requirements of responsible agencies, and will make any changes to the
Construction Documents which are required for issuance of all permits and legal
authorizations needed to construct the Project.
8. The Design Consultant shall make any changes to the Construction Documents
which are deemed necessary to result in a Contract Award Price which will fall
within the CCAP budget established in Exhibit A.
E. CONSTRUCTION BID/AWARD PHASE
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1. After receiving written authorization from the Owner, the Design Consultant shall
proceed with the Construction Bid/Award Phase.
2. The Design Consultant shall prepare such clarifications and addenda to the bidding
documents as may be required. The Design Consultant will provide these to the
Owner.
3. The Construction Program Manager will schedule and conduct Prebid Conferences
with prospective bidders to review the Project requirements. The Design
Consultant shall provide knowledgeable representatives, including representatives
of its consultants, to participate in these conferences to explain and clarify Bidding
Documents. Within two days after the Prebid Conference the Design Consultant
shall deliver to the Owner, if needed, a final Addendum.
4. The Design Consultant shall assist the Construction Program Manager and the
Owner in obtaining or evaluating bids or negotiating proposals and preparing
recommendations for the Owner concerning the contract award.
5. Should first bidding or negotiation produce prices in excess of the approved CCAP,
the Design Consultant shall participate with the Construction Program Manager in
such rebidding, renegotiation, and redesign, at no additional expense to the Owner,
as may be necessary to obtain price(s) within the approved CCAP or price(s)
acceptable to the Owner. The Owner will assist in redesign decisions. All redesign
must be approved by the Owner.
6. Should the Design Consultant redesign or conduct rebidding under its
responsibilities set out in the preceding paragraph, its Construction Phase and Post
Construction Phase services shall be extended to take redesign/rebid delays into
account at no additional expense to the Owner.
7. The Design Consultant shall assist the Construction Program Manager in the
preparation of the Agreement(s) Between Owner and Contractor(s) for the Owner's
execution. The Construction Program Manager will coordinate award(s) and
Notice(s) to Proceed for the Owner.
F. CONSTRUCTION PHASE
1. The Construction Phase for each portion of the Project will commence with the
award of the Construction Contract and will terminate when the Substantial
Completion payment is made by the Owner.
2. The Design Consultant shall consult with the Construction Program Manager and
the Owner and participate in all decisions as to the acceptability of subcontractors
ARCH-LS.PM 7/31/92 D9
and other persons and organizations proposed by the Contractor for various portions
of the work.
3. The Design Consultant shall review and approve shop drawings, samples, and other
submissions of Contractor(s) as well as the Work performed by the Contractor(s) for
conformance with the design concept of the Project and for compliance with the
Contract Documents. The review and return of submittals shall be accomplished by
the Design Consultant within fourteen (14) calendar days from date of receipt
except when otherwise authorized by the Construction Program Manager.
4. The Construction Program Manager will establish with the Design Consultant
procedures to be followed for review and processing of all shop drawings, catalog
submissions, Project reports, test reports, maintenance manuals, and other
necessary documentation, as well as requests for changes and applications for
extensions of time.
5. The Design Consultant shall, when requested by the Construction Program
Manager, prepare Change Order documentation.
6. The Design Consultant shall render to the Construction Program Manager, within
two (2) working days unless otherwise authorized by the CPM, requested
interpretations of requirements of the Contract Documents. The Design Consultant
shall make all interpretations consistent with the intent of and reasonably inferable
from the Contract Documents. The Design Consultant's decision in matters relating
to artistic effect shall be final if consistent with the intent of the Contract
Documents.
7. Should errors, omissions or conflicts in the drawings, specifications or other
Contract Documents by the Design Consultant be discovered, the Design Consultant
will prepare and submit to the Construction Program Manager, within two (2)
working days unless otherwise authorized by the CPM, such amendments or
supplementary documents and provide consultation as may be required, for which
the Design Consultant shall make no additional charges to the Owner.
8. The Construction Program Manager, as the exclusive representative of the Owner
throughout this Contract, shall be the single point of contact with any and all
Contractors, except when the Construction Program Manager or the Owner shall
direct the Design Consultant otherwise. All instructions to the Contractor(s) shall
be issued by and through the Construction Program Manager except when the
Design Consultant is directed otherwise by the Construction Program Manager.
ARCH-LS.PM 7/31/92 D10
9. The Design Consultant will have access to the Work at all times. All site visits,
observations and other activities by the Design Consultant shall be coordinated
through the Construction Program Manager.
10. The Design Consultant and its consultants (including, but not limited to, the
structural, mechanical and electrical disciplines) shall make such periodic visits to
the Project site as may be necessary to familiarize themselves generally with the
progress and quality of the Work and to determine in general if the Work is
proceeding in accordance with the Contract Documents. On the basis of such
on-site observations, the Design Consultant and its consultants shall take the
appropriate steps to guard the Owner against defects and deficiencies in the Work
of the Contractor. If the Design Consultant observes any work that does not
conform to the Contract Documents, the Design Consultant shall immediately make
an oral and written report of all such observations to the Construction Program
Manager. The Design Consultant and its consultants shall not be required to make
exhaustive or full-time on-site observations to check the quality or quantity of the
Work, but shall make as many observations as may be reasonably required to fulfill
their obligations to the Owner. The Design Consultant shall not be responsible for
construction means, methods, techniques, sequences or procedures, or safety
precautions and programs in connection with the Work, and shall not be responsible
for the Contractor's failure to carry out the Work in accordance with the Contract
Documents.
11. Periodic visits of the Design Consultant shall be not less than once weekly, timed to
coincide with the weekly construction progress meeting with the Contractor. Each
engineering discipline shall make periodic visits not less than once every two weeks,
during the course of work applicable to its discipline. During critical work phases,
each engineering discipline may be required to make periodic visits weekly, timed to
coincide with the weekly construction progress meeting. The engineering
disciplines shall prepare and submit a report on each visit, submitted via the
Design Consultant to the Construction Program Manager within 3 working days of
the visit.
12. The Design Consultant shall render written field reports relating to the periodic
visits and observations of the Project required by paragraph 11 within three (3)
working days to the Construction Program Manager in the form required by the
Construction Program Manager.
13. Based upon observations at the site and upon the Contractor's applications for
payment, the Construction Program Manager and Design Consultant shall
determine the amount owing to the Contractor(s), pursuant to the terms of the
Owner/Contractor Agreement, and shall issue Certificates for Payment to the
Owner in such amounts. The Construction Program Manager shall consult with the
ARCH-LS.PM 7/31/92 D11
Design Consultant in the determination of the amount due the Contractor and the
Design Consultant shall sign the Certificate of Payment prior to the time it is
transmitted to the Owner by the Construction Program Manager.
The Design Consultant's signing of a Certificate of Payment shall constitute a
representation by the Design Consultant to the Owner, based upon the Design
Consultant's observations at the site and the data comprising the Application for
Payment that the Work has progressed to the point indicated, that to the best of the
Design Consultant's knowledge, information and belief, the quality of the Work
appears to be in accordance with the Contract Documents (subject to: an evaluation
of the Work for conformance with the Contract Documents upon Substantial
Completion; the results of any subsequent tests required by the Contract
Documents; minor deviations from the Contract Documents correctable prior to
completion; and to any specific qualifications stated in the Certificate for Payment),
and that the Contractor is entitled to payment in the amount certified. However, if
it should later be found that the Contractor has failed to comply with its contract
with the Owner in any way or detail, such failures and subsequent compliance shall
be the sole responsibility of said Contractor. By signing a Certificate for Payment to
the Owner, the Design Consultant shall not be deemed to represent that it has
made any examination to ascertain how and for what purpose the Contractor has
used the monies paid on account of the Construction Contract Sum.
14. If, in accordance with its duty, the Design Consultant advises the Construction
Program Manager of non-conforming work as stated in paragraph 10, the Design
Consultant shall confirm the non-conformance in writing to the Construction
Program Manager within two (2) days of observation.
15. The Construction Program Manager shall have authority to condemn or reject Work
on behalf of the Owner when in the Construction Program Manager's or the Design
Consultant's opinion the Work does not conform to the Contract Documents.
Whenever in the Construction Program Manager's or the Design Consultant's
reasonable opinion it is considered necessary or advisable to insure the proper
implementation of the intent of the Contract Documents, the Construction Program
Manager shall have the authority to require special inspection or testing of any
Work in accordance with the provisions of the Contract Documents whether or not
such Work is fabricated, installed or completed.
16. The Design Consultant shall assist in obtaining governing agency occupancy
approval if any exceptions arise related to the design or specified materials.
17. When the Owner and the Construction Program Manager agree that the Work or
portions of the Work are substantially complete, the Design Consultant and its
consultants shall inspect the Work or portions of the Work and prepare and submit
ARCH-LS.PM 7/31/92 D12
to the Construction Program Manager punchlists of the Work of the Contractor(s)
which is not in conformance with the Contract Documents. The Construction
Program Manager shall transmit such punchlists to the Contractor(s). The Owner
may request that the Design Consultant inspect and prepare a punchlist on any
portion of the Work.
18. The Design Consultant or its consultants shall perform a reasonable amount of
services in connection with unforeseen conditions, the limit of which is defined in
Exhibit E “Additional Services.” These services shall be provided by licensed
Architects and Engineers of pertinent qualifications or by other qualified technical
personnel acceptable to the Owner. Unforeseen conditions include underground
conditions, such as rock or remaining subsurface structures, which have not been
identified or noted by surveys or geotechnical reports.
G. POST CONSTRUCTION PHASE
1. The Post Construction Phase will commence upon the issuance of the Substantial
Completion Certificate and shall be completed upon the expiration of the
guarantee/warranty period.
2. The Design Consultant shall prepare a set of reproducible record prints of drawings
showing significant changes in the Work made during the construction process,
based on neatly and clearly marked-up contract drawings, prints, and other data
furnished by the Contractor(s) and the applicable Addenda, Clarifications, and
Change Orders which occurred during the Project.
3. The Design Consultant shall provide the owner with a set of electronic CAD files
(Autocad 2000 or later version) of the completed Project, consisting of all
construction drawings. If such CAD files are kept up to date with Construction
Phase changes, their submittal will be considered as fulfillment of requirements
stated in G.2 above.
4. The Design Consultant and/or its consultants shall observe and review test data of
the original operation of any equipment or system such as initial start-up testing,
adjusting and balancing to make sure that all equipment and systems are properly
installed and functioning in accordance with the design and specifications.
5. The Design Consultant shall review the Contractor furnished maintenance and
operating instructions, schedules, guarantees, bonds, and certificates of inspection
as required by the Construction Documents and forward all approved copies to the
Construction Program Manager for use by the Owner. In addition, the Design
Consultant shall conduct such observations as necessary to ensure all material and
equipment warranties are in compliance with applicable specifications.
ARCH-LS.PM 7/31/92 D13
6. The Design Consultant and its consultants shall conduct up to two (2)
comprehensive Final Completion inspections per construction contract at the
request of the Owner. If more than two (2) Final Completion inspections are
required, through no fault of the Design Consultant, the additional inspections shall
be deemed additional services.
7. Upon correction of the deficiency reports (punchlists), and acceptance of all other
close-out submittals and certificates of the Contractor, the Construction Program
Manager and the Design Consultant shall approve the Application for Final
Payment and forward it to the Owner for execution.
8. The Design Consultant and its consultants shall conduct an inspection of the Project
ten (10) working days prior to warranty expiration and provide to the Owner a
written report specifying any warranty deficiencies which may exist. This effort
does not require an exhaustive punchlist, and is expected to consist of half-day
inspections by Architect of Record, and Mechanical, Plumbing and Electrical
Engineers of Record, along with interviews the facility User and the building’s
Maintenance supervisor. A written report of findings shall be submitted to the
Owner no later than five (5) working days prior to warranty expiration.
ARCH-LS.PM 7/31/92 E1
EXHIBIT E
ADDITIONAL SERVICES
If any of the following Additional Services are authorized in advance by the Owner in
writing, the Design Consultant shall furnish or obtain from others the authorized services.
The Design Consultant shall be paid for these additional services by the Owner as herein
provided to the extent they exceed the obligations of the Design Consultant under this
Agreement.
1. Design plans, details and specifications for library interior furnishings, fixtures and
equipment (FF&E), including assistance with procurement and installation.
2. Fully detailed presentation models or presentation renderings.
3. Providing planning surveys or alternative site evaluations.
4. Providing design services relative to future facilities, systems and equipment which
are not intended to be constructed as part of the Project other than general planning
and Master Planning for future work as indicated by the Building Program.
5. Making major revisions in Drawings, Specifications or other documents when such
revisions are inconsistent with written approvals or instructions previously given by
the Owner or are due to causes beyond the control and without the fault and
negligence of the Design Consultant or its consultants or agents.
6. Preparing supporting data and other services in connection with an Owner-initiated
change order if the Basic Compensation is not commensurate with the services
required of the Design Consultant.
7. Providing operating and maintenance manuals, training personnel for operation
and maintenance, and consultation during operations other than initial start-up.
8. Providing soils sampling, classification and analysis; however, analysis of existing
soils information and soils analysis during the Design Phase and recommendations
needed during the Construction Phase of the Project are not considered additional
services.
9. Preparing to serve or serving as an expert witness for the Owner in connection with
any public hearing, arbitration proceeding or legal proceeding; however, preparing
to serve or serving as a fact witness for the Owner or rendering testimony necessary
to secure governmental approval of zoning or land use clearances for the Project
shall not constitute an additional service.
10. Providing services of graphics design (other than functional signage).
ARCH-LS.PM 7/31/92 E2
11. Providing professional services made necessary by the default of a Contractor or by
major defects in the Work of the Contractor in the performance of the Construction
Contract.
12. Providing surveying services such as platting; mapping; subdivision agreements or
recording subdivision plats.
13. Providing additional or extended services during construction made necessary by (a)
defective work of the Contractor; (b) prolongation of the Construction Contract time
by more than 90 days, provided the prolongation is not due to the fault or negligence
of the Design Consultant, its employees, consultants or agents and (c) default under
the Construction Contract due to delinquency or insolvency.
14. Providing extensive assistance in the initial start-up and test operations of
equipment or systems which is beyond the scope of that normally required to insure
proper operation in accordance with the design and specifications.
15. Providing more than one (1) complete Substantial Completion (punch-list)
inspection attended by all disciplines and more than two (2) follow-up inspections to
determine Final Completion, per Construction Contract.
16. Providing additional services and costs necessitated by out-of-town travel required
by the Design Consultant and approved by the Owner other than visits to the
Project and other than for travel required to accomplish the Basic Services.
17. Providing any other services not otherwise included in this Agreement or not
customarily furnished in accordance with generally accepted architectural practices
consistent with the terms of this Agreement.
18. Providing services by the Design Consultant or its consultants, during the
Construction Phase, in connection with unforeseen conditions, over and beyond an
agreed-to Basic Service limit for such services, equal to twenty (20) man-hours.
These services shall be provided by licensed Architects and Engineers of pertinent
qualifications or by other qualified technical personnel acceptable to the Owner.
LUMP SUM AGREEMENT FOR
DESIGN CONSULTANT SERVICES
BETWEEN
Augusta, Georgia, a political subdivision of the State of Georgia
Acting by and through the
Augusta Richmond County Commission
Hereinafter Referred to as Owner
AND
Studio 3 Design Group, P.C.
Hereinafter Referred to as Design Consultant
PROJECT: Augusta Richmond County Public Library/East Central Georgia
Regional Library Headquarters.
OWNER'S CONTRACT NO.
DATE:
ARCH-LS.PM 7/31/92
AGREEMENT FOR DESIGN CONSULTANT SERVICES
TABLE OF CONTENTS
Page
Article 1 Definitions ......................................................................................................... 1
Article 2 Relationship of the Parties................................................................................ 4
Article 3 Basic Services .................................................................................................... 5
Article 4 Compensation.................................................................................................... 9
Article 5 Period of Services............................................................................................. 11
Article 6 Owner's Responsibilities ................................................................................. 11
Article 7 Additional Services.......................................................................................... 12
Article 8 Notices.............................................................................................................. 13
Article 9 Insurance ......................................................................................................... 13
Article 10 Indemnification................................................................................................ 14
Article 11 Termination of Agreement.............................................................................. 15
Article 12 Dispute Resolution .......................................................................................... 16
Article 13 Successors/Assignment/Third Parties.............................................................17
Article 14 Ownership of Documents/
Confidential Information.................................................................................17
Article 15 Additional Provisions ...................................................................................... 17
Exhibit A Design, Construction and Equipment Budget................................................A1
Exhibit B Building Program ............................................................................................B1
Exhibit C Master Schedule..............................................................................................C1
Exhibit D Scope of Services..............................................................................................D1
Exhibit E Additional Services..........................................................................................E1
Public Service Committee Meeting
2/13/2006 12:30 PM
Diamond Lakes/Willis Foreman Road Entrance Design
Department:Tom F. Beck, Director of Recreation and Parks Department
Caption:Motion to Approve an A/E contract with Cranston,
Robertson and Whitehurst, P.C. for surveying, mapping and
engineering design work of a new entrance road into
Diamond Lakes Regional Park from Willis Foreman Road in
the amount of $56,995.00.
Background:The Augusta Commission has approved SPLOST, Phase IV
funds for improvements to Diamond Lakes Regional Park.
Cranston, Robertson & Whitehurst has been the lead
engineering firm on all previous work approved by the
Augusta Commission for development of this regional park
as per an approved master plan.
Analysis:The new entrance road into Diamond Lakes Regional Park
from Willis Foreman Road will cover @.06 miles of two
lane, curb and gutter road from Willis Foreman Road through
the park to the current end of the existing road located near
the entrance into the softball complex. The road project is
listed on the Georgia DOT construction priority list for state
aid. Based on the construction estimate of $701,910, this
project could receive up to 40% in state aid.
Financial Impact:SPLOST Phase IV Budget: $5,800,000 Expenditures to date:
$5,713,070 Balance: $ 86,930 Proposed A/E for Design work
$ 56,995 Contingency Balance: $ 29,935
Alternatives:1. To approve an A/E contract to CRW, P.C. for $56,995. 2.
Move no action thus delaying the design and construction of
the proposed new park entrance.
Recommendation:1. To approve
Funds are
Available in the
Following
Accounts:
SPLOST Phase IV 201063550
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Disadvantaged Business Enterprise.
Administrator.
Clerk of Commission
Diamond Lakes/Willis Foreman Road Entrance Design
Design Proposal from Cranston, Robertson & Whitehurst
The information listed below is from the Augusta-Richmond Code addressing contract for
professional services.
§ 1-10-46. AUTHORITY TO CONTRACT FOR SPECIAL SERVICES.
As used in this section, special services are those professional services, such as those provided
by physicians, architects, ministers, engineers, accountants and attorneys, which are normally
obtained on a fee basis. In the procuring of professional services those departments which
normally utilize such services may contract on their behalf for such service in accordance with
this article provided that the following requirements are met:
(a) The department must solicit the best possible contract with the person providing the
professional service.
(b) Negotiation with the person providing professional services shall include the department
head and the Augusta-Richmond County Administrator.
(c) The department shall obtain the approval of the Commission.
(d) On those special services in Augusta-Richmond County, where another department head's
expertise and recommendations can be of special use, the department procuring such service
shall seek the advice of such department head.
(e) The Commission shall have the authority to continue a contract for professional services
from year to year when it is in the best interest of Augusta-Richmond County.
(f) Depending on the type of the service that is involved, Augusta-Richmond County should
look beyond price estimates or bids, to qualifications of the bidder. Cost of the work to be
performed should not be given primary and dominant weighing in selecting the professional
bidder. The technical factors and qualifications of the staff and firm should be also considered.
Public Service Committee Meeting
2/13/2006 12:30 PM
Dock Replacement at Boathouse
Department:Augusta Port Authority - Mr. Trent Mercer, Chairman
Caption:Motion to approve the emergency replacement of boat docks
at Boathouse Community Center.
Background:The lower boat docks on the Savannah river at the Boathouse
Community Center are a safety hazard and are in need of
immediate replacement. The docks are open to the public and
are used by the Augusta Rowing Club, Drag Boat Races and
other river events as necessary.
Analysis:The docks are a safety hazard and have been deemed unsafe
for use by the safety officer of Recreation and Parks(see
attachment), and have been closed. The spring rowing
regattas, which bring in hundreds of college rowers in to
Augusta, are held in mid March and these docks are critical
to the success of the regattas. They possibly could be
replaced by mid March if done by emergency procurement.
Financial Impact:The replacement of the docks are budgeted in the Augusta
Port Authority's 2006 operating budget in the amount of
$60,000. The installation of new docks can be completed
within this budget, but needs to be done as an emergengy
purchase with three written quotes and waiving the sealed bid
process. The three written quotes are as follows: Connect-a-
Dock $53,750.00 Blue Water Dock Systems $56,976.00
Shoreline Products $60,630.00
Alternatives:1. To approve the Augusta Port Authority proceeding with
the emergency replacement of docks, as stated above. 2.
Deny, leaving the docks closed to the public and jeapardizing
the success of the spring college regattas.
Recommendation:#1 - to approve
Funds are
Available in the
Following
Accounts:
104061712 5412110
REVIEWED AND APPROVED BY:
Finance.
Administrator.
Clerk of Commission
RECREATION AND PARKS
Tom F Beck, Jr Ed Howerton
Director Safety Officer
Recreation and Parks Department
2027 Lumpkin Road
Augusta Georgia 30906
706-796-4096
February 2, 2006
To: Tom Beck, Director
From: Ed Howerton, Recreation Specialist II
Re: Safety of Boat Dock
Tom, this letter is concerning the condition of the dock located south of the boat ramp at The
Boathouse property at 101 Riverfront Drive. After inspection of the dock and walking ramp to the
dock, I am concerned of the unsafe conditions that exist. The boards on both the ramp and the dock are in
such shape as to deem the dock unsafe for use by the general public. Warping boards, broken boards and
the lack of support railing all lead to this conclusion.
It is my request that the dock and ramp leading to the dock be closed for use by the general public.
Public Service Committee Meeting
2/13/2006 12:30 PM
Professional Services for Apple Valley Park
Department:Tom F. Beck, Director of Recreation and Parks Department
Caption:Motion to Approve additional professional services due to
change in scope to Davis DesignGroup in the amount of
$11,000.
Background:The Augusta Commission approved a transfer of $20,000
SPL:OST IV funds from Bernie Ward Center to Apple
Valley Park to initiate design work based upon $95,000 of
CDBG funds allocated for this park project. With the passage
of SPLOST V, the scope of the project has changed brining
about the need to address additional design services. Davis
Design group was awarded a professional services contract
by the Augusta Commission on September 7, 2004.
Analysis:The Department has $11,000 remaining in SPLOST IV for
additional design fees associated with the development of
Apple Valley Park. This phase of the project would complete
park design for everything included in the approved master
plan minus a community building and allow the Department
to go to bid when SPLOST V dollars become available this
year.
Financial Impact:SPLOST IV Budget: $ 20,000 Expenditures to date: $ 9,000
Proposed additional A/E fees: $ 11,000 SPLOST IV balance:
$ -0- Remaining funds for park development: $ 95,000 -
CDBG $350,000 - SPLOST V
Alternatives:1. To approve the additional A/E services to Davis Design
for $11,000 2. To move no action thus delaying the design
and construction of this park project.
Recommendation:1. To approve
Funds are
Available in the
Following
Accounts:
SPLOST Phase IV - 204061001
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Disadvantaged Business Enterprise.
Administrator.
Clerk of Commission
Jan. 27, 2006
Mr. Ron Houck
Planning & Development Manager
Augusta Richmond County Rec. & Parks Dept.
P.O. Box 5605
Augusta, Ga. 30916-5605
Re: Professional Services for Apple Valley Park
Dear Ron:
This proposal is to address the change in scope for professional services for
Apple Valley Park. The original fee was $9,000 based on a construction
value of $ 95,000. We will provide additional design for lighted tennis
courts, basketball court, site a playground to be installed by the Recreation
Department, site fencing, ball field fencing, additional concrete walks and
coordination of lighting to be installed by Georgia Power Company. The
construction budget is increased from $ 95,000 to $ 350,000. Our fee for the
additional services is based on a construction increase of $ 225,000 (less
$30,000 for play equipment). This fee proposal is for design development
reflecting the increased costs. The additional fee is $ 11,000. Construction
administration is not a part of this proposal.
Should you have any questions, please don’t hesitate to call.
Very truly yours:
Roger W. Davis
Landscape Architect
Public Service Committee Meeting
2/13/2006 12:30 PM
Restaurant Concessionaire
Department:Augusta Regional Airport
Caption:Assignment and Contract Approval for Airport Restaurant
Concessionaire.
Background:The Augusta Aviation Commission through the RFP process
has selected Tailwinds Lounge as Augusta Regional Airport
food concessionaire. The RFP was submitted twice with
Tailwinds Lounge being the only vendor submitting a
proposal both times.
Analysis:Tailwinds Lounge is currently providing food concessions at
the airport.
Financial Impact:The contract is for five (5) years, effective October 1, 2006.
No rental fees for the initial twelve (12) months (due to the
continuing construction of the new terminal) with the
subsequent years a monthly rental fee of the greater of the
sum of $750.00 or five percent (5%) of the gross revenue.
Alternatives:Reject request.
Recommendation:The Augusta Aviation Commission approved this assignment
at the January 26, 2006 meeting and recommends Augusta
Commission approval.
Funds are
Available in the
Following
Accounts:
N/A
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Disadvantaged Business Enterprise.
Administrator.
Clerk of Commission
1
STATE OF GEORGIA )
COUNTY OF RICHMOND )
THIS LEASE AGREEMENT, made and entered into this ______ day of
_____________, 2006 by and between AUGUSTA, GEORGIA, a political subdivision of the
State of Georgia (hereinafter referred to as “Augusta”) acting by and through the AUGUSTA
AVIATION COMMISSION (hereinafter called “Lessor”) and Tailwinds Lounge, (hereinafter
called “Lessee”);
WITNESSETH:
WHEREAS, Augusta is the owner of Augusta Regional Airport at Bush Field,
which is under the direction and control of the Lessor, said Bush Field being located in the
County of Richmond, State of Georgia; and
WHEREAS, the Lessor wishes to enter into a Lease for a certain portion of the
Airport premises in the interest of furthering and carrying out its purpose in the operation of the
airport and in the promotion of aviation in the interest of the public, and the Lessee desires to
obtain a Lease for certain premises located at the the Airport for food service.
NOW, THEREFORE, the parties hereto for and in consideration of the mutual
promises herein contained, do hereby agree each for itself and its successors and assigns as
follows:
Section 1. Premises. The Lessor does hereby lease and let to Lessee, and the
Lessee, for its exclusive use, does hereby lease and obtain from the Lessor for the purposes
hereinafter set forth that portion of the Airline Terminal Building known as the Food Concession
2
(Secure) and Food Concession (Non Secure) area and shown on Exhibit “A” (hatched in red),
being hereinafter called the “Premises”. Exhibit “A” is attached hereto and made a part hereof.
[NOTE: plat is not attached]
Section 2. Term. Subject to the terms, provisions, and conditions hereof, this
Lease Agreement shall be for a term commencing on October 1, 2006 and ending September 30,
2011.
Section 3. Rental. As rental for the Premises during the initial twelve (12)
months (October 1, 2006 through September 30, 2007) of this Lease, Lessee will pay no rental
fees. However, monthly statements of gross revenue (as hereinafter defined) for this twelve (12)
month period are to be submitted on or before the tenth (10th) day of the month following the
month within which the gross revenue has been realized. As rental for the Premises during the
subsequent four (4) years (October 1, 2007 through September 30, 2011), Lessee agrees to pay to
the Lessor monthly the greater of the sum of $750.00 or five percent (5%) of the gross revenue,
less applicable sales tax. In determining gross revenue from the operation of said business for
the purpose of computing the percentage rental, gross revenue shall mean all revenue or income
received or recorded to be received resulting from Lessee’s operation on the Premises including,
but not limited to, revenue from cash transactions, charge accounts locally controlled or billed
through central offices, credit card transactions, and any other form of billing used in the
transacting of business by Lessee on said Airport.
Lessee agrees during the term of this Agreement to submit to Lessor monthly
statements of gross revenues. Rental payments and statements of gross revenue are to be
3
submitted on or before the tenth (10th) day of the month following the month within which the
gross revenue hereinabove described has been realized or rental payment becomes due.
Lessee further agrees that complete books and records of Lessee’s operation
reflecting every phase of activity in connection with this Lease shall be maintained by Lessee.
Said books and records shall be subject to inspection and audit by Lessor at any time during the
normal working day.
Upon request, Lessee shall provide to Lessor a statement verifying monthly gross
revenues as previously reported by Lessee to the Lessor. Said verification shall be compiled by a
competent and registered accountant.
Section 4. Use of the Premises. Lessee shall use the Premises only for the
purpose of operating a dining room, coffee shop, cocktail lounge, and other Airport Terminal
food and beverage related activities.
Section 5. Operation of the Premises. Lessee shall provide adequate qualified
personnel, equipment, and resale products in such a manner as to develop and maintain the good
will of the general public utilizing the Airport.
All prices charged the general public for the services rendered upon the Premises
shall be commensurate with and in no case in excess of the highest charged at the principal air
carrier airports serving the cities of Columbia, South Carolina, Charleston, South Carolina,
Greenville-Spartanburg, South Carolina, Savannah, Georgia, and Tallahassee, Florida.
Lessee shall operate the Premises seven (7) days per week, including holidays, for
the following hours: open one (1) hour prior to the first scheduled departure and remain open
4
until the last scheduled departure. No change in the opening and closing hours shall be made
without the prior written consent of the Lessor.
Lessee may not, without the prior written consent of Lessor, install or operate any
coin operated vending machines, including those dispensing or providing music or
entertainment.
Section 6. Additions, Alterations, Changes, and Improvements. Lessee shall
not, without the prior written consent of Lessor, make any additions, alterations, including
painting and decorating, changes, or improvements, structural or otherwise, in or upon any part
of the Premises.
Lessee shall submit in writing to Lessor plans and specifications for any such
proposed additions, alterations, changes, or improvements and no work shall be commenced
thereon until such time as Lessor’s written consent has been obtained. Upon the expiration of
the lease, Lessee shall, at Lesson’s option, return the premises in the same condition as it existed
at the commencement of the lease, or any such additions, alterations, changes, or improvements
made by Lessee, excluding trade fixtures, shall become the property of the Lessor upon the
termination of this Lease, whether by lapse of time otherwise, and shall be surrendered to Lessor
at the time of taking possession of the Premises by Lessor.
Lessee shall not attach or install any fixtures, equipment, posters, signs, pictures,
advertisements, etc. to the interior or exterior of the Premises or in the public view without the
prior approval of Lessor.
5
Section 7. Cleaning. Lessee shall be responsible for the cleaning of the
Premises. Cleanliness measures shall conform to all city, state, and federal health regulations,
including but limited to those regulations relating to the preparation, storage and serving of food
and food products
Lessee shall be responsible for the handling, preparation, and storage of all items
sold by the Lessee for consumption by the public in accordance with USDA guidelines, as well
as all city, state, and federal health regulations.
Section 8. Maintenance and Repair. Lessee accepts the Premises and the
equipment installed therein ”as is” and in their present condition and agrees to maintain them
throughout the term of this Lease. In the event installed equipment owned by Lessor and used by
Lessee is determined to be unserviceable, then such equipment shall be returned to Lessor. If the
equipment should need replacing, it is the responsibility of the Lessee not the Lessor to replace
this equipment. Lessor shall be responsible for and shall pay for all repairs and maintenance
which may be necessary to the exterior building walls and roof, except plate glass and except
where the need for any such repairs is due to act of Lessee or any of Lessee’s employees, agents,
representatives, contractors, or invitees, in which case Lessee shall be responsible for and shall
pay for the costs of such repairs and maintenance. Lessor reserves the right to enter upon the
Premises at any time during the normal working day for the purpose of making inspections,
further developing, and improving said Premises.
Section 9. Utilities. Lessee shall pay for all utilities used and required in
connection with the conduct of its business on the Premises. In the event separate metering of
6
utilities is not available, Lessor shall have the right to prorate utility charges to Lessee on a fair
and equitable basis, with Lessor’s prorations being conclusive and final.
Section 10. Rules and Regulations. Lessee agrees that use of the leased
Premises shall be conducted in conformity with all local, State, and Federal laws and published
or written Airport regulations and procedures. It is further agreed that Lessor’s designated
Manager’s (who shall be at all times in full and complete charge of said Airport in its entirety)
directions as to policy and procedures shall be final and conclusive upon Lessee.
Section 11. Taxes, Permits, and Licenses. Lessee shall be responsible for and
shall pay all taxes which may be levied or assessed against the machinery, equipment, or other
personal property owned or used by Lessee and located on the leased Premises. Lessee shall not
be required to pay any real property taxes.
Lessee shall be solely responsible for purchasing and maintaining all applicable
licenses and permits (including liquor license) necessary for the operation of the entire Premises
herein leased. In the event any necessary license shall be finally denied to or revoked from
Lessee, this lease shall terminate.
Section 12. Insurance. Lessor shall not be liable to Lessee or to Lessee’s
agents, patrons, visitors, subtenants’ employees, or contractors for any damage to person or
property caused by any act of negligence of Lessee or any of Lessee’s directors, offficers, agents,
contractors, servants, or employees or for damages resulting from business activities conducted
by Lessee on the leased Premises. Lessee agrees to obtain and keep in effect at all times during
the term of this Lease insurance coverage as follows:
7
Lessee hereby agrees to maintain at all times at Lessee’s expense, $1,000,000
Broad Form Comprehensive General Liability to include Products Liability and Liquor Liability,
naming Augusta, Georgia, the Augusta – Richmond County Commission, the Augusta Regional
Airport and the Augusta Aviation Commission as additional named insureds and contain a 30
day notice of cancellation to the Airport in the event the policy is cancelled for any reason.
Lessee agrees to furnish an annual certificate of insurance to Lessor.
Section 13. Liabilities and Indemnification. Lessee agrees to indemnify, save,
and hold harmless Lessor, its officers, agents, servants, and employees of and from any and all
costs, liability, damage, and expense, including costs of suit and reasonable expenses of legal
services, claimed or recovered by any person, firm, or corporation by reason of injury to, or
death of, any person or persons, and damage to, destruction, or loss of use of any and all
property, including Lessor’s personnel and property, directly arising from, or resulting from, nay
operations, works, acts, or omissions of Lessee, its agents, servants, employees, contrators,
sublessees, or tenants, excepting such liability as may be caused by the operations, works, acts,
negligence, or omissions or Lessor, its agents, or employees. Any final judgment rendered
against Lessee for any cause for which Lessee is liable hereunder shall be conclusive against
Lessee as to liability and amount upon the expiration of the time for appeal. In addition to
Lessee’s undertaking in this provision, and as a means of further protecting the Lessor, its
officers, agents, servants, and employees, Lessee shall at all times during the term of this Lease
obtain and maintain in effect public liability insurance coverage of the types and with the
minimum limits set forth elsewhere in this Lease.
8
Section 14. Fire or Other Casualty. In the event the Premises are totally
destroyed (or so substantially damaged as to be untenantable) by storm, fire, earthquake, or other
casualty, this Lease shall terminate as of the date of such destruction or damage and the rental
shall be accounted for as between the parties hereto as of that date.
Section 15. Subletting. Lessee shall not assign this Lease or any interest
hereunder, or sublet the Premises or any part thereof, or permit the use of some or any part
thereof, by any party, other than as above stipulated, or become inactive in the operation of said
Premises without the prior written consent of the Lessor.
This Lease shall create the relationship of Landlord and Tenant between the
Lessor and Lessee; no estate shall pass out of the Lessor; Lessee has only an usufruct, not subject
to levy and sale and not assignable by Lessee except by Lessor’s written consent.
Section 16. Default by Lessee. If Lessee defaults in the payment of any rent
and such default continues for a period of ten (10) days after written notice from Lessor or its
agent, or is Lessee defaults in fulfilling any of the covenants or agreements of the Lease
Agreement on its part to be kept or performed and such default is not made good within ten (10)
days after written notice from Lessor or its agent, then in any one or more of such events and at
any time thereafter, Lessor may, at its election, declare this Lease canceled and terminated and
may be its representatives, enter upon said Premises with or without process of law and take
possession thereof.
Section 17. Default by Lessor. In the event Lessor should default in the
performance of any of its duties or obligations under this Lease Agreement and such default
9
should not be cured by Lessor and should be of such a nature that nonperformance thereof would
result in a termination of the Lease, and such default does not arise out of a default by Lessee in
the performance of its duties and obligations under this Lease Agreement, then, in any such
event, Lessee herein may, upon thirty (30) days prior written notice to Lessor, termination this
Lease Agreement and be relieved of all unaccrued liability and obligations hereunder.
Section 18. Insolvency. If at any time during the term of this Lease or any
extensions or renewals thereof , there shall be filed by or against Lessee in any court pursuant to
any statute either of the United States or of any State, a petition in bankruptcy or insolvency or
for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee’s
property, and within thirty (30) days there Lessee fails to secure a discharge thereof, or if Lessee
makes an assignment for the benefit of creditors or petitions for or enters into such an
arrangement, this Lease Agreement shall ipso facto be canceled and terminated and in which
event neither Lessee nor any person claiming through or under Lessee, or by virtue of any statute
or of an order of any court shall be entitled to possession of the leased Premises and Lessor, in
addition to the other rights and remedies of Lessor by virtue of any other provisions herein or
elsewhere in this Lease Agreement contained or by virtue of any statute or rule of law, may
retain as liquidated damages any equipment, rent, security deposit, or monies received from
Lessee or others in behalf of Lessee.
Section 19. Surrender upon Expiration. Lessee covenants that at the expiration
or prior termination of this Lease Agreement, it will quit and surrender possession of the leased
Premises free and clear of any and all liens and encumbrances and in good repair and condition,
10
reasonable wear and tear and damage by fire, acts of God, the public enemy, or action of the
elements, or by any cause not due to any act or omission of Lessee and beyond its reasonable
control, excepted.
Section 20. Notices. Whenever, under this Lease, provision is made for notice
of any kind, it shall be deemed a sufficient service of such notice if the said notice is in writing
and is deposited with the United States Postal Service as first class mail in a sealed envelope,
properly stamped, addressed as follows:
If to Lessor: Augusta Regional Airport
Executive Director
1501 Aviation Way
Augusta, GA 30906
If to Lessee: Jay Jahn
Tailwinds Lounge
1543 Aviation Way
Augusta, GA 30906
Section 21. Miscellaneous.
A. Captioned herein are included for convenience of the parties only and
shall not be deemed to modify or restrict the meaning or interpretation of any of the terms or
provisions hereof.
B. In the event any covenant, condition, or provision herein contained is held
to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition,
or provision shall in no way affect any other covenant, condition, or provision herein contained
provided that the invalidity of any such covenant, condition, or provision does not materially
11
prejudice either Lessor or Lessee in its respective rights and obligations contained in the valid
covenants, conditions, and provisions of this Lease.
C. As between Lessor and Lessee, Lessee in the occupancy, use, and
maintenance of the leased Premises under the terms hereof, shall at all times act in the capacity
of an independent contractor.
D. All claims, disputes and other matters in question between the Lessor and
the Lessee arising out of or relating to the Agreement, or the breach thereof, shall be decided in
the Superior Court of Richmond County, Georgia.
E. Lessee acknowledges that all records relating to this Agreement and the
services to be provided under the contract may be a public record subject to Georgia's Open
Records Act (O.C.G.A. § 50-18-70, et seq.). Lessee shall cooperate fully in responding to such
request and making all records, not exempt, available for inspection and copying as provided by
law.
F. This Lease contains the entire agreement of the parties and no
representations, inducements, promises, or agreements, oral or otherwise, between the parties not
embodied herein shall be of any force or effect. No failure of either party to exercise any power
given it hereunder, or to insist upon strict compliance by either party of any obligations
hereunder and no custom or practice of the parties at variance with the terms hereof shall
constitute a waiver of either party’s right to demand exact compliance with the terms hereof.
IN WITNESS WHEREOF, the parties hereof have caused this Agreement to be
executed as of the day and year first above written.
12
Signed, sealed, and delivered
In the presence of: CITY OF AUGUSTA
___________________________ By:_________________________
Notary Public, State of GA Its: Mayor
My Commission Expires:_______ Attest: _______________________
Its: Clerk of Commission
[SEAL]
Signed, sealed, and delivered AUGUSTA AVIATION
In the presence of: COMMISSION
___________________________ By:_________________________
Notary Public, State of GA As its:___CHAIRMAN____
My Commission Expires:_______
[SEAL]
Signed, sealed, and delivered _____________in the presence of:
__________________________ By:__________________________
Notary Public, State of GA Its: President
My Commission Expires: _____
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