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HomeMy WebLinkAbout2011-07-11-Meeting AgendaPublicServiceCommitteeMeeting CommissionChamber -7/11/2011 -12:50PM PUBLICSERVICES 1.Approve Airport Resolution 2011-02naming the Executive DirectorandtheFinanceDirectorasauthorizedage ntsforthe Aviation Commission's Morgan Stanley Smith Barney Account. The Augusta Aviation Commission approved the ratificationofResolution2011-02. Attachments 2.New ownership Application: A. N. 11 -28: A request by UrveshPatelforaretailpackageLiquorlicenseto beusedin connectionwithNesha&Bansi,Inc.DBAH&SWine & Spirits located at 545 Sand Bar Ferry Rd. District 1. Super District9. Attachments 3.New Ownership Application: A. N. 11 -29: A request by Vincent E. Clayton for an on premise consumption Li quor, Beer&WinelicensetobeusedinconectionwithXS Live locatedat1082BertramRd.TherewillbeDance.Di strict7. SuperDistrict10. Attachments 4.MotiontoapprovetheSec.5307AugustaPublicTran sitgrant applicationbetweentheFederalTransitAdministrat ion(FTA) andAugusta,Georgia. Attachments 5.MotiontoapprovetheSec.5307AugustaPublicTran sitgrant applicationbetweentheFederalTransitAdministrat ion(FTA) andAugusta,Georgia. Attachments 6.ReceiveasinformationarequestfromtheAugustaR egional AirportthatonJuly1,2011,anEmergencyPurchase Orderbe cut so the Airport Maintenance Building could get t he roof repairedandreplaced. Attachments 7.Motion to approveChoate Construction Company Contr act andtheGuaranteedMaximumPrice(GMP)toConstruct Fixed Based Operation as approved by the Augusta Aviation Attachments www.augustaga.gov CommissionattheirJune30,2011meeting. 8.Motion toapprove the Morris Communications Company , LLCLeaseAmendmentasapprovedbytheAugustaAvia tion CommissionduringtheirJune30,2011meeting. Attachments 9.Updateonnegotiationsregardingoptionsforfuture operation ofAugustaMunicipalGolfCourse. Attachments 10.Motion toapprove the lease between Augusta Regiona l AirportandStandardAeroBusinessAviationServices ,LLCas approvedbytheAugustaAviationCommissionatthei rJune 30,2011meeting. Attachments PublicServiceCommitteeMeeting 7/11/201112:50PM AirportResolution2011-02-AuthorizationforSign atureregardingFinancialAccounts Department:AugustaRegionalAirport Caption:ApproveAirportResolution2011-02namingtheExecu tive DirectorandtheFinanceDirectorasauthorizedage ntsforthe AviationCommission'sMorganStanleySmithBarneyA ccount. TheAugustaAviationCommissionapprovedtheratifi cationof Resolution2011-02. Background:MorganStanleyandSmithBarneyarerequestingthat their “ResolutionNamingAuthorizedOfficers”and“StandingLetterof AuthorizationtoTransferFunds”beupdatedtoincl udethe Airport’sExecutiveDirectorandFinanceDirector.Noacti onwill betakenuntilapprovedbytheAviationCommission Chairman andtheFinanceCommitteeChairman.Bothsignature s (ExecutiveDirectorandFinanceDirector)arerequi red. Analysis:Thiswillallowthemovementofmoniestoandfrom theMorgan StanleySmithBarneyaccountinafasterandmoree fficientway fortheAviationCommissionandtheAirport. FinancialImpact:ApproveAirportResolution2011-02namingtheExcut ive DirectorandtheFinanceDirectorasauthorizedage ntsfor signatureontheAviationCommission'sMorganStanl eySmith Barneyaccount Alternatives:None. Recommendation:Approverequest. FundsareAvailable intheFollowing Accounts: N/A REVIEWEDANDAPPROVEDBY : Cover Memo Item # 1 Finance. Law. Administrator. ClerkofCommission Cover Memo Item # 1 1 STATE OF GEORGIA AUGUSTA-RICHMOD COUTY RESOLUTIO O. -_2011-02_____ A RESOLUTIO BY THE AUGUSTA AVIATIO COMISSIO TO AME GARY LETELLIER, EXECUTIVE DIRECTOR AD TAMMY STRAGE, FIACE DIRECTOR, OR THEIR SUCESSORS, AS AUTHORIZED AGETS FOR THE AVIATIO COMMISSIO’S MORGA STALEY SMITH BAREY ACCOUT; TO PROVIDE FOR A EFFECTIVE DATE AD FOR OTHER PURPOSES. WHEREAS, The Augusta Regional Airport is required to maintain funding and be self-sustaining; and WHEREAS, several accounts have been established for funds under the management and control of Augusta Regional Airport Aviation Commission; and WHEREAS, Gary LeTellier, Executive Director and Tammy Strange, Aviation Finance Director, have management, financial and fiscal responsibilities for the Airport’s funds; and WHEREAS, Morgan Stanley Smith Barney has requested that the Augusta Aviation Commission pass a resolution authorizing the Aviation Finance Director and Executive Director, or their successors, to execute certain documents for the management of said funds and to submit a Resolution form to the company; and WHEREAS, the Aviation Commission has determined that it is in the best interest of the Aviation Commission that such a resolution be passed authorizing Ms. Strange and Mr. LeTellier, or their successors, to exercise financial duties Attachment number 1 Page 1 of 2 Item # 1 2 with regard to the Morgan Stanley Smith Barney accounts. OW THEREFORE LET IT BE RESOLVED AS FOLLOWS: Section 1. That the Aviation Commission authorizes the Chairman to execute the Morgan Stanley Smith Barney Resolution form authorizing Ms. Strange and Mr. LeTellier, or their successors, to execute financial documents as necessary. Section 2. Severability. If any section, sentence, clause or phrase of this Resolution is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution, and such remainder shall remain in full force and effect. Section 3. Effective Date. This Resolution shall be in full force and effect immediately upon and after its final passage. SO RESOLVED this ______ day of ___________________, 2011. COUTY: AVIATIO COMMISSIO: Approved: Approved: David Copenhaver, Mayor Jay Forrester, Chairman Attest: Attest: Clerk of Commission Commission Secretary Clerk (Seal) Secretary (Seal) Approved as to form: County Attorney Attachment number 1 Page 2 of 2 Item # 1 PublicServiceCommitteeMeeting 7/11/201112:50PM AlcoholApplication Department:License&Inspections Caption:NewownershipApplication:A.N.11-28:Arequest byUrvesh PatelforaretailpackageLiquorlicensetobeuse dinconnection withNesha&Bansi,Inc.DBAH&SWine&Spiritsl ocatedat 545SandBarFerryRd.District1.SuperDistrict9 . Background:Thisisanewapplication.TheapplicantholdsaBe er&Wine licenseataconveniencestoreonthisproperty. Analysis:TheapplicantmeetstherequirementsoftheAugusta Richmond CountyAlcoholOrdinance. FinancialImpact:Theapplicantwillpayapro-ratedfeeof$1512.5 0. Alternatives: Recommendation:License&Inspectionsrecommendsapproval.TheRCSO recommendsapproval. FundsareAvailable intheFollowing Accounts: REVIEWEDANDAPPROVEDBY : Finance. Law. Administrator. ClerkofCommission Cover Memo Item # 2 Attachment number 1 Page 1 of 2 Item # 2 Attachment number 1 Page 2 of 2 Item # 2 PublicServiceCommitteeMeeting 7/11/201112:50PM AlcoholApplication Department:Licensed&Inspections Caption:NewOwnershipApplication:A.N.11-29:Arequest byVincent E.ClaytonforanonpremiseconsumptionLiquor,Be er&Wine licensetobeusedinconectionwithXSLivelocate dat1082 BertramRd.TherewillbeDance.District7.SuperD istrict10. Background:TheapplicantholdsanotherlicenseatClub706. Analysis:TheapplicantmeetstherequirementsoftheAugusta Richmond CountyAlcoholOrdinance. FinancialImpact:Theapplicantwillpayapro-ratedfeeof$2227.5 0. Alternatives: Recommendation:License&Inspectionsrecommendsapproval.TheRCSO recommendsapproval. FundsareAvailable intheFollowing Accounts: REVIEWEDANDAPPROVEDBY : Finance. Law. Administrator. ClerkofCommission Cover Memo Item # 3 Attachment number 1 Page 1 of 2 Item # 3 Attachment number 1 Page 2 of 2 Item # 3 PublicServiceCommitteeMeeting 7/11/201112:50PM AugustaPublicTransitGrantApplication-GA-04-00 34 Department:AugustaPublicTransit Caption:MotiontoapprovetheSec.5307AugustaPublicTran sitgrant applicationbetweentheFederalTransitAdministrat ion(FTA)and Augusta,Georgia. Background:APThasbeenawarded$112,860topurchasethefollo wingitem MiscellaneousSupportEquipment–BusWasher.Thisitemwillbe 80%federallyfundedand20%locallyfunded.TheSt ateportionis notavailableatthistimetoduetostatefunding cutbacks,however, moniesmaybemadeavailableatalaterdate. Analysis:TheapprovalofthisgrantapplicationwillallowA ugustaPublic TransittogetanewbuswasherforthenewTransit facility. FinancialImpact:Thefundingforthisapplicationis80%federal$90 ,288,and20% Local$22,572. Alternatives:None.Ifyoudonotapprovethisgrant,wewilllos ethemoney. ThismoneywillbeusedtohelpfundTransit. Recommendation:Approvethesubmissionofthisgrantapplication. FundsareAvailable intheFollowing Accounts: fund546 REVIEWEDANDAPPROVEDBY : Finance. Law. Administrator. ClerkofCommission Cover Memo Item # 4 Item # 4 Item # 4 PublicServiceCommitteeMeeting 7/11/201112:50PM AugustaPublicTransitGrantApplication-GA-90-X3 07 Department:AugustaPublicTransit Caption:MotiontoapprovetheSec.5307AugustaPublicTran sitgrant applicationbetweentheFederalTransitAdministrat ion(FTA)and Augusta,Georgia. Background:APThasbeenawarded$1,372,500topurchasethefol lowing itemsReplacementBuses,BusFareCollectionEquipm ent, Surveillance/SecurityEquipment,BusStopSigns,Sh op Equipment,SupportVehicles,BusShelters,Landscap ing BeautificationandEnhancedADAAccess.Theseitem swillbe 80%federallyfundedand20%locallyfunded.TheSt ateportion isnotavailableatthistimetoduetostatefundi ngcutbacks, however,moniesmaybemadeavailableatalaterda te. Analysis:TheapprovalofthisgrantapplicationwillallowA ugustaPublic Transittocontinuetoprovidetransportationservi cetoCitizensof Augusta-RichmondCountyinamoreefficientmanner. FinancialImpact:Thefundingforthisapplicationisa80%federal$1,098,000,and 20%Local$274,500. Alternatives:None.Ifyoudonotapprovethisgrant,wewilllos ethemoney. ThismoneywillbeusedtohelpfundTransit. Recommendation:Approvethesubmissionofthisgrantapplication. FundsareAvailable intheFollowing Accounts: fund546 REVIEWEDANDAPPROVEDBY : Finance.Cover Memo Item # 5 Law. Administrator. ClerkofCommission Cover Memo Item # 5 Item # 5 Item # 5 Item # 5 PublicServiceCommitteeMeeting 7/11/201112:50PM EmergencyPurchase-AirportMaintenanceRoofRepai r Department:AugustaRegionalAirport Caption:ReceiveasinformationarequestfromtheAugustaR egional AirportthatonJuly1,2011,anEmergencyPurchase Orderbecut sotheAirportMaintenanceBuildingcouldgetther oofrepaired andreplaced. Background:DuringtheseverestormonJune15,2011thewindb lewtheroof oftheAirportMaintenanceBuilding.Thebuilding containsa verycostlyamountofitemsthatarenowexposedto theweather. Analysis:Delayingtherepairsmuchlongercouldcauseunrepa irable damagetothebuildinganddestroyalltheitemsco ntainedtherein. FinancialImpact:ThecostofserviceandrepairsfromHobbsRoofing is $24,293.00. Alternatives:Thisitemisforinformationonly. Recommendation: FundsareAvailable intheFollowing Accounts: 551081205/5422210 REVIEWEDANDAPPROVEDBY : Finance. Procurement. Law. Administrator. ClerkofCommission Cover Memo Item # 6 Attachment number 1 Page 1 of 6 Item # 6 Attachment number 1 Page 2 of 6 Item # 6 Attachment number 1 Page 3 of 6 Item # 6 Attachment number 1 Page 4 of 6 Item # 6 Attachment number 1 Page 5 of 6 Item # 6 Attachment number 1 Page 6 of 6 Item # 6 PublicServiceCommitteeMeeting 7/11/201112:50PM FIXEDBASEOPERATION(FBO)CONSTRUCTIONMANAGEMENT (CM)ATRISKMAXIMUM GUARANTEEDPRICECONTRACT Department:AugustaRegionalAirport Caption:MotiontoapproveChoateConstructionCompanyContr actand theGuaranteedMaximumPrice(GMP)toConstructFix edBased OperationasapprovedbytheAugustaAviationCommi ssionat theirJune30,2011meeting. Background:ThecurrentFBOfacilitiesareoutdated,inadequate andhave exceededtheirusefullife.TheAugustaAviationCo mmission throughtheCountyProcurementDepartmentissuedan RFQfora CMatRiskfirmandshortlistedfourcompaniesasf ollows:R.J. Griffin&CompanyChoateConstructionCompanyPotts ConstructionCompanyMcKnightConstructionCompanyR .J. Griffinwasapprovedfornegotiationsleadingtoa contractto constructtheFBO.Staffwassubsequentlyunableto successfully attainarealisticconstructionguaranteewithR.J .Griffinand releasedthemthroughtheProcurementDepartment’s evaluation process.AirportStaffwasthenauthorizedthrough the procurementsystemtocontactChoateConstructiona ndre-enter newGMPdiscussions. Analysis:TheGMPreachedthroughdiscussionswithChoateis $5,045,461 whichis$345,461overtheAugustaAviationCommiss ion’s originalbudgetof$4,700,00and$919,864lessthan theR.J. Griffinnumberof$5,965,325.Staffhasahighleve lofconfidence inChoate’sGMPsinceitinvolvesactualbidsfrom all subcontractorsandhasinouropinionestablisheda fairand reasonablevaluationofthecurrentmarketplace.T hisGMP representsanincreaseof$345,461overthebudget of$4,700,000 fortheprojectandcanbeabsorbedthroughtheair portenterprise fundscapitalbudgetwithbudgetamendmentsandcar efulcash managementwithouttakingonnewdebt. FinancialImpact:TheGuaranteedMaximumPrice(GMP)fortheconstruc tionof theFixedBaseOperations(FBO)is$5,045,461which includes theestimatesofallsubcontractors. Cover Memo Item # 7 Alternatives:Denyrequest. Recommendation:RecommendtheAugustaCommissionapproveaGuarante ed MaximumContractof$5,045,461withtheChoateCons truction CompanyfortheconstructionoftheAugustaRegiona lAirport’s newFixedBaseOperationsFacility. FundsareAvailable intheFollowing Accounts: 551081206/5413130-$1,600,000Budgettobeamended as follows:551081206/3899910-$3,446,000551081206/5 413130- $3,446,000551081206/5499999-$3,446,000 REVIEWEDANDAPPROVEDBY : Finance. Procurement. Law. Administrator. ClerkofCommission Cover Memo Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 1 of 64 STANDARD FORM OF CONTRACT FOR GENERAL CONSTRUCTION MANAGEMENT SERVICES (At-Risk Guaranteed Maximum Price) BETWEEN AUGUSTA-RICHMOND COUNTY, GEORGIA (hereinafter referred to as the Owner) AND CHOATE CONSTRUCTION COMPANY (hereinafter referred to as the Construction Manager) This Contract for General Construction Management Services is entered into between: Owner Owner’s Name:Augusta-Richmond County, Georgia Contact Name:Gary W. Le Tellier, AAE Owner’s Address:530 Greene Street City/State/Zip:Augusta Georgia 30901 and Construction Manager CM’s Name:Choate Construction Company Construction Manager’s Address: 101 W. Mulberry Blvd., Suite 200 City/State/Zip:Pooler Georgia 31322 This Contract for General Construction Management Services is executed under seal, and shall be effective on the date signed by the last party to do so. Attachment number 1 Page 1 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 2 of 64 Project Name:New Fixed Base Operator (FBO) Terminal, Augusta Regional Airport Project Address:1501 Aviation Way Augusta, Georgia 30906 Project ID #:RFP Item #11-202 ARCHITECT AND ENGINEER: Engineer Firm Name:Campbell & Paris Engineers Address:313 Wingo Way City/State/Zip:Mt. Pleasant South Carolina 29464 Architect Firm Name:Virgo Gambill Architects Address:2531 Center West Parkway, Suite 200 City/State/Zip:Augusta Georgia 30909 AUTHORIZED REPRESENTATIVES: The authorized representatives and addresses of the Owner, the Engineer, the Architect, and the Construction Manager are: Owner’s Representative Name:Campbell & Paris Engineers, attention Jack Mayfield Address:313 Wingo Way City/State/Zip:Mt. Pleasant South Carolina 29464 Email Address:jmayfield@campbell-paris.com Phone:843 856 9989 Cell:843.296.9747 Engineer’s Representative Firm Name:Campbell & Paris Engineers Name:Jack L. Mayfield, PE Address:313 Wingo Way City/State/Zip:Mt. Pleasant South Carolina 29464 Email Address:jmayfield@campbell-paris.com Phone:843.856.9989 Cell:843.296.9747 Fax:843.856.0107 Architect’s Representative Firm Name:Virgo Gambill Architects Name:Joseph W. Gambill, Jr. Address:2531 Center West Parkway, Suite 200 City/State/Zip:Augusta Georgia 30909 Email Address:jgambill@virgogambill.com Phone:706.736.3661 Cell:706.373.2794 Fax:706.736.4552 Construction Manager’s Representative Firm Name:Choate Construction Company Name:Todd Osborne Address:101 W. Mulberry Blvd., Suite 200 City/State/Zip:Pooler Georgia 31322 Email Address:tosborne@choateco.com Phone:Cell:912.210.9168 Fax:912.790.0010 License #GCQA000788 FEIN#/SS#58-1851823 Attachment number 1 Page 2 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 3 of 64 Table of Contents Article 1 Representations Article 2 Notices Article 3 Definitions Article 4 Relationship of the Parties Article 5 Contract Documents Article 6 Scope of Construction Manager’s Project Article 7 Compensation for Construction Manager Article 8 Personnel, Subcontractors, and Suppliers Article 9 Construction Schedule Article 10 Bonds Article 11 Construction Manager's Duties, Obligations and Responsibilities Article 12 Goods, Products, and Materials Article 13 Submittals Article 14 Construction Manager’s Quality Assurance Article 15 Changes to the Project Article 16 Claims and Liens Article 17 Project Architect Article 18 Substantial and Final Completion Article 19 Construction Manager’s Warranties and Guaranties Article 20 Owner’s Duties, Obligations and Responsibilities Article 21 Liquidated Damages Article 22 Concealed and Unforeseen Conditions Article 23 Construction Manager’s Records Article 24 Proprietary Documents and Confidentiality Article 25 Insurance Requirements Article 26 Owner’s Right to Stop Work Article 27 Termination or Suspension of Contract Article 28 Applicable Law and Dispute Resolution Article 29 Damages and Remedies Article 30 Miscellaneous Provisions Article 31 Indemnification Article 32 Construction Manager’s Reviews and Evaluations Article 33 Prohibition Against Contingent Fees Article 34 Exhibits and Attachments Article 35 Entire Agreement Exhibit A Scope of Services Exhibit B Provisional Project Schedule Exhibit C Initial List of Drawings, Specifications, and Addendums Exhibit D Insurance Exhibit E Asbestos-Statement of Declaration Exhibit F Non-Collusion Affidavit Exhibit G Authorization for Construction Attachment number 1 Page 3 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 4 of 64 In consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Owner and the Construction Manager agree as follows: The General Construction Management Services required by this Contract are to be rendered for the following project, hereinafter identified as the "Project": Project Name:New Fixed Base Operator (FBO) Terminal, Augusta Regional Airport Project Address:1501 Aviation Way Augusta, Georgia 30906 Project ID #:RFP Item #11-202 Prelim. Project Description: The Project will include the demolition of two existing buildings and construction of a new FBO Terminal at the Augusta Regional Airport. The new facility will be approximately 14,000 sq. ft. ARTICLE 1 REPRESENTATIONS By executing this Contract, the Construction Manager makes the following express representations to the Owner: 1.1 The Construction Manager is professionally qualified to act as the Construction Manager for the Project and is licensed to perform Construction Management Services by all public entities having jurisdiction over the Construction Manager and the Project; 1.2 The Construction Manager has and shall maintain all necessary licenses, permits or other authorizations necessary to act as the Construction Manager for the Project until the Construction Manager's duties hereunder have been fully satisfied; 1.3 The Construction Manager has become familiar with the Project Site and the local conditions under which the Project is to be constructed; 1.4 The Construction Manager assumes full responsibility to the Owner for the negligent or willful acts and omissions of the Construction Manager’s employees, Subcontractor’s or others employed or retained by the Construction Manager in connection with the Project; 1.5 The Owner and Construction Manager each acknowledges that it has reviewed and familiarized itself with this Contract for General Construction Management Services, and agrees to be bound by the terms and conditions contained herein. 1.6 The Owner intends to cause the Project to be constructed and is engaging the Construction Manager to perform certain labor, supervision and services and provide certain equipment, goods and materials for the Project. 1.7 The Owner and Construction Manager each acknowledges that it will act in good faith in carrying out its duties and obligations. 1.8 The Owner’s engagement of the Construction Manager is based upon the Construction Manager’s representations to the Owner that it is experienced in the type of labor and services the Owner is engaging the Construction Manager to perform; is qualified, willing and able to perform general construction management services for the Project; and has the expertise and ability to provide general construction management services which will meet the Owner's objectives and requirements, and which will comply with the requirements of all governmental, public authorities and agencies having jurisdiction over the Project. ARTICLE 2 NOTICES 2.1 Unless otherwise provided, all notices shall be in writing and considered duly given if the original is hand delivered; delivered by facsimile; sent by U.S. Mail, postage prepaid, or sent in a “.pdf” format via email. All Attachment number 1 Page 4 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 5 of 64 notices shall be given to the authorized representatives at the addresses set forth above. Notices that are hand delivered, delivered by facsimile, or sent by email shall be deemed given the next business day following the date of delivery. Notices given by U.S. Mail shall be deemed given as of the second business day following the date of posting. ARTICLE 3 DEFINITIONS The following words and phrases shall for the purposes of this Agreement have the following meanings: 3.1 Change Order - shall mean a written order to the Construction Manager executed by the Owner, and the Engineer, after execution of this Contract, directing a change in the Project and may include a change in the Contract Amount or the time for the Construction Manager's performance, or any combination thereof. 3.2 Compensation - Compensation shall be the fees designated in Article 7.1 to be paid by the Owner to the Construction Manager in connection with the performance of the Services by the Construction Manager. 3.3 Construction Manager - The Construction Manager is the person or entity which enters into an agreement with the Owner to perform the construction management services for the Project, including, without limitation, the providing of labor, materials, and equipment incorporated or to be incorporated into the Project. The term "Construction Manager" means the Construction Manager or its authorized representative, but excludes the Owner's Representative, the Architect, and the Engineer. 3.4 Day – For the contract time, days are defined as calendar days. 3.5 Design Development Documents – The Design Development Documents are the preliminary construction drawings and specifications prepared by the Architect and/or Engineer. 3.6 General Conditions – The General Conditions refers to the cost of non-permanent construction work that is necessary to support subcontractors. This work can include a job-site trailer with office equipment, communications and printing machines, tools, barricades, security fencing, signs, temporary power, utilities, clean-up services, Site toilets or perhaps gravel for a workers parking area. 3.7 Owner - The owner is the City of Augusta. 3.8 Project – New Fixed Based Operator (FBO) Terminal 3.9 Site - The geographical location of the Project, defined by legal boundary lines, and the location characteristics including, but not limited to, grades and lines of streets, alleys, pavements and adjoining structures, rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, existing buildings and improvements, and service and utility lines. 3.10 Work - Any and all construction machinery, documents, equipment, facilities, fixtures, furnishings, goods, heat, items, labor, licenses, management, materials, permits, products, services, supervision, supplies, systems, taxes, testing, tools, utilities, transportation, vehicles, and water, required to be performed or supplied and/or necessary for proper execution and completion of the Project, or some portion thereof, whether or not incorporated or to be incorporated into the Project. ARTICLE 4 RELATIONSHIP OF THE PARTIES 4.1 The Architect and the Engineer - The performance of services by the Architect or the Engineer shall be as consultants to the Owner to carry out the activities of Project design and construction administration Attachment number 1 Page 5 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 6 of 64 and to provide the technical documents and supervision to achieve the Owner's Project objectives. The Engineer will be responsible for dealing with the Construction Manager on all design and technical matters, and will administer this Contract for General Construction Management Services. Unless otherwise directed by the Owner, the Owner and the Construction Manager shall communicate with each other in the first instance through the Engineer. The Owner’s instructions to the Construction Manager will be issued through the Engineer. The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Engineer and the Architect and exercise the Construction Manager’s skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish or approve, in a timely manner, information requested for the performance of the Work by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. 4.2 Other Consultants - The Owner may provide drawings, consultation, recommendations, suggestions, data and/or other information relating to the Project from other consultants under separate contract with the Owner, including but not limited to: Land Surveying Consultant, Geotechnical Consultant, and/or Materials Testing Consultant. 4.3 The Construction Manager – 4.3.1 The Construction Manager shall, in consultation with the Owner, the Architect, the Engineer, the Owner’s Representatives, and their Subcontractors, endeavor to develop, implement and maintain a spirit of cooperation, collegiality, and open communication among the parties so that the goals and objectives of each are aligned, their duties are clearly understood, potential problems are resolved promptly, and, upon completion, the Project is deemed a success by all parties. 4.3.2 The Construction Manager shall provide the Owner with a list of the proposed key project personnel of the Construction Manager and its Subcontractors to be assigned to the Project. The key project personnel are defined as the Project Director/Executive Manager, Preconstruction Manager, Senior Project Manager, Project Manager, and Superintendent. This list shall include such information on the Construction Manager background of each of the assigned personnel as may be requested by the Owner, through the Owner's Representative. 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 Construction Manager's (or its subcontractors, if applicable) employ. 4.3.3 AIRPORT SECURITY REQUIREMENTS/ SPECIAL IDENTIFICATION DISPLAY AREA (SIDA) BADGES 4.3.3.1 Contractor’s employees may be required to operate in Airport secure areas. Contractor shall be required to obtain the Airport’s Special Identification Display Area (SIDA) badges for any employee working in the secured area. Contractor shall comply, at its own expense, with the Transportation Security Authority (TSA) and the Airport’s security requirements for the Airport including, but not limited to employee training and badging. Contractor shall cooperate with the TSA and the Airport on all security matters and shall promptly comply with any project security arrangements established by the Airport. Compliance with such security requirements shall not relieve Contractor of its responsibility for maintaining proper security for the above- noted items, nor shall it be construed as limiting in any manner Contractor’s obligation with respect to all applicable federal, state and local laws and regulations and its duty to undertake reasonable action to establish and maintain secure Attachment number 1 Page 6 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 7 of 64 conditions at and around the Premises and throughout the Airport. All employees shall be properly badged and comply with all Airport safety and security rules. 4.3.3.2 To qualify for the badge, individual must be fingerprinted and have a background investigation completed. In addition, the Airport will conduct a background inquiry and require finger printing of all individuals who will be working on the secured side of the Airport screening point. This may also include collection of appropriate criminal history information, contractual and business associations and practices and reputation in the business community for the Contractor, as well as, its employees. 4.3.3.3 Contractor consents to such an inquiry and agrees to make available to the Airport such books and records the Airport deems necessary to conduct the review. 4.3.3.4 Contractor shall pay all costs associated with providing SIDA badges. 4.3.4 The Construction Manager understands and agrees that should the Owner's Representative or other Consultants provide the Construction Manager with any estimating or scheduling assistance, cost or time control recommendations or other consultation, recommendations or suggestions, any or all such activities on the part of the Owner's Representative, Consultant, or any other representative of the Owner shall in no way relieve the Construction Manager of the responsibility of fulfilling its obligations and responsibilities under this Agreement. ARTICLE 5 CONTRACT DOCUMENTS 5.1 The “Contract for General Construction Management Services” is comprised of the following documents: 5.1.1 This Agreement, including all attached documents, exhibits A through H, and other appendices; 5.1.2 Special conditions, if any; 5.1.3 The Request for Proposal No. 11-202 dated March 17, 2011, for Construction Manager at Risk Services for New Fixed Based Operator (FBO) Terminal 5.1.4 The Drawings, Specifications, and all Addenda now existing or issued hereafter, (see Exhibit C for Initial List of Drawings, Specifications and Addenda); 5.1.5 Any amendments executed by the Owner and the Construction Manager hereafter; 5.1.6 Approved Change Order(s) or field orders; 5.1.7 Statement of Non-Discrimination; 5.1.8 Conflict of Interest Form; 5.1.9 Acknowledgment of RFQ form and addenda; 5.1.10 Contractor Affidavit and Agreement for E-verify; 5.1.11 Subcontractor affidavits; 5.1.12 Non-Collusion Affidavit; and 5.1.13 Local Small Business Opportunity Program utilization and contract forms. 5.2 Documents not included or expressly contemplated in this Article 5 do not, and shall not, form any part of this Contract for General Construction Management Services. 5.3 The Owner shall furnish the Construction Manager with 5 sets of drawings and specifications and one CD-ROM with drawing and specification files in PDF format. Any additional copies of the Contract Attachment number 1 Page 7 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 8 of 64 Documents required by the Construction Manager for execution of the Project shall be made by the Construction Manager at its cost and expense from the reproducible sets, or electronic media furnished by the Owner. 5.4 The Owner makes no representation or warranty of any nature whatsoever to the Construction Manager concerning documents for the Project, including the plans and specifications for the Project. The Construction Manager hereby acknowledges and represents that it has not relied, and does not and will not rely, upon any representations or warranties by the Owner concerning such documents, as no such representations or warranties have been or are hereby made. 5.4.1 In the event of any conflict, discrepancy, or inconsistency among any of the documents which make up this Contract for General Construction Management Services, the following shall control: 5.4.1.1 As between figures given on plans and scaled measurements, the figures shall govern; 5.4.1.2 As between large-scale plans and small-scale plans, the large-scale plans shall govern; 5.4.1.3 As between plans and specifications, the requirements of the specifications shall govern; 5.4.1.4 As between this contract and the plans, specifications, General Conditions or general requirements, this contract shall govern. 5.4.1.5 Shop drawings and other submittals from the Construction Manager or its Subcontractors and Suppliers do not constitute a part of this Contract for General Construction Management Services. ARTICLE 6 SCOPE OF PROJECT 6.1 The Construction Manager shall provide all management, supervision, financing, goods, products, materials, equipment, systems, labor, services, permits, licenses, construction machinery, water, heat, utilities, transportation and any and all other facilities necessary for the proper execution and completion of the scope of the Project in accordance with all of the terms and conditions of this Contract for General Construction Management Services. The general nature of the scope of Project that the Construction Manager is to complete is briefly described as follows: 6.1.1 See Exhibit A – Scope of Work. ARTICLE 7 COMPENSATION FOR CONSTRUCTION MANAGER 7.1.1 Compensation for Pre-Construction and Construction Management Services shall be paid in accordance with Article 7.1.2 and 7.1.5. 7.1.2 Compensation for Pre-Construction Services. The Owner shall pay, and the Construction Manager shall accept, as full and complete payment for the Construction Manager’s timely and complete performance of Pre-Construction Services, the Pre-Construction Services Fee of $15,000.00, portions of which will be paid monthly upon submittal of an invoice during the Pre-Construction phase of the project. 7.1.3 Guaranteed Maximum Price. Prior to performance of Construction Management Services and in accordance with the requirements set forth in, Exhibit A, the Construction Manager shall prepare and deliver to the Owner, with a copy to the Engineer and Owner’s Representative, a Guaranteed Maximum Price proposal (“GMP Proposal”) upon completion of Ninety percent (90%) of the Construction Documents. If the GMP Proposal is accepted in accordance with Exhibit A, and Exhibit G hereto is executed by the parties, the Owner shall issue a written notice to the Construction Manager (“Notice to Proceed”) establishing the date construction is to commence (the “Commencement Date”). If the Owner does not Attachment number 1 Page 8 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 9 of 64 accept the GMP Proposal for any reason, its sole obligation to the Construction Manager shall be to pay the Pre-Construction Services Fee. 7.1.4 Compensation for Construction Management Services. The Owner shall pay, and the Construction Manager shall accept, as full and complete payment for Construction Management Services, the Construction Price (“the Construction Price”) which shall not exceed the Guaranteed Maximum Price (“GMP”). 7.1.5 Construction Price – Amount. The Construction Price shall include, and is limited to, the total of: 7.1.5.1 The aggregate net cost of the Construction Manager’s General Conditions (“General Conditions Cost”), as defined in Exhibit A, not to exceed the $373,882.00 (the “General Conditions Guaranteed Maximum Cost”); 7.1.5.2 The aggregate net cost directly paid, or to be paid, by the Construction Manager to subcontractors pursuant to written subcontracts to perform the Work (“Subcontracts Cost”); and 7.1.5.3 The compensation for the Construction Manager’s provision of management services pursuant to Exhibit A (“Management Fee”), which is a lump sum fee of $258,491.00. 7.1.6 Within fourteen (14) calendar days after execution of the GMP Amendment, the Construction Manager shall prepare and present to the Owner’s Representative and the Engineer, the Construction Manager’s Cost Loaded Schedule as described in the Specifications. The Construction Manager's Cost Loaded Schedule shall be presented in the format, and with such detail and supporting information, specified in this Contract for Construction Management Services. The Construction Manager shall not artificially inflate any element of its Cost Loaded Schedule. Upon the Engineer’s acceptance, the Cost Loaded Schedule shall be used as back- up to process and pay the Construction Manager’s requests for payment. The Cost Loaded Schedule shall not be changed without written Change Order authorized by the Owner. 7.1.7 Within thirty (30) calendar days after receipt by the Owner of the Construction Manager’s invoice, approved, by the Engineer, the Owner shall pay to the Construction Manager ninety percent (90%) of the total amount approved by the Engineer, withholding the balance as retainage, unless there is a dispute about the amount of compensation due the Construction Manager. The thirty (30) calendar days after receipt of the approved invoice is defined as the Payment Date. 7.1.8 If any portion of the Contract Amount is determined by the application of unit prices, the number of units contained in the Construction Manager’s Cost Loaded Schedule is an estimate only, and the compensation to the Construction Manager shall be determined by the actual number of units incorporated in, or required by, the Project. 7.1.9 At least every thirty (30) calendar days after commencement of performance, but no more frequently than once a month, the Construction Manager shall submit applications for payment to the Engineer requesting payment for labor and services rendered during the preceding thirty (30) calendar days. Each invoice shall contain such detail and be backed up with whatever supporting information the Engineer requests and shall at a minimum state: 7.1.9.1 The total Contract Amount; 7.1.9.2 The amount due for labor, materials and equipment incorporated into the Project; and with respect to amounts invoiced for materials or equipment necessary for the Project and properly stored at the Site (or elsewhere if offsite storage is approved in writing by the Owner), be accompanied by written proof that the Owner has title to such materials or equipment and that such material and equipment is fully insured against loss or damage; 7.1.9.3 A breakdown of the various phases or parts of the Project as related to the Contract Amount; 7.1.9.4 The value of the various phases or parts of the Project actually performed; 7.1.9.5 Previously invoiced amounts and credit for payments made; and 7.1.9.6 The total amount due, less the amount of retainage. Attachment number 1 Page 9 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 10 of 64 Each application for payment shall also have attached such lien waivers (partial or final) and other documentation verifying the Construction Manager’s payment to subcontractors and suppliers. 7.1.10 The Engineer will review the Construction Manager’s applications for payment, including such accompanying data, information and schedules as the Contract for General Construction Management Services requires, to determine the amounts due to the Construction Manager and, based upon such review, together with its inspections of the Project, shall authorize payment by the Owner to the Construction Manager in writing. Such authorization will constitute the Engineer’s certification to the Owner that: 7.1.10.1 The Project described in the Construction Manager’s applications for payment has progressed to the level indicated and has been performed in accordance with the Contract for General Construction Management Services; 7.1.10.2 All necessary and appropriate lien waivers have been submitted; and 7.1.10.3 The amount requested is currently due and owing to the Construction Manager. 7.1.11 The Engineer’s approval of the Construction Manager’s invoice shall not preclude the Owner from exercising any of its remedies under this Contract for General Construction Management Services. In the event of a dispute, payment shall be made on or before the Payment Date for amounts not in dispute, subject to any reductions made by the Owner. The Owner shall have the right to refuse to make payment and, if necessary, may demand the return of a portion or all of the amount previously paid to the Construction Manager due to: 7.1.11.1 The Construction Manager's failure to perform the work required in compliance with the requirements of this Contract for General Construction Management Services or any other agreement between the parties; 7.1.11.2 The Construction Manager’s failure to correctly and accurately represent the Project performed in a payment request, or otherwise; 7.1.11.3 The Construction Manager’s performance of the Project at a rate or in a manner that, in the Owner's opinion, is likely to result in the Project or any portion of the Project being inexcusably delayed; 7.1.11.4 The Construction Manager’s failure to use funds previously paid the Construction Manager by the Owner, to pay the Construction Manager’s Project-related obligations including, but not limited to, the Construction Manager’s employees, subcontractors, material men, and suppliers; 7.1.11.5 Claims made, or likely to be made, against the Owner or its property; 7.1.11.6 Loss caused by the Construction Manager or the Construction Manager’s subcontractors, or suppliers; or 7.1.11.7 The Construction Manager’s failure or refusal to perform any of its obligations to the Owner. 7.1.12 If after forty-five (45) calendar days from the Payment Date the Owner, without cause or basis hereunder, fails to pay the Construction Manager any amounts then due and payable to the Construction Manager, the Construction Manager shall have the right, in addition to all other rights and remedies contained herein, to cease performance of Work on the Project until receipt of proper payment after first providing fourteen (14) calendar days written notice to the Owner of its intent to cease work. 7.1.13 All prior payments, whether based on estimates or otherwise, may be corrected and adjusted in any subsequent payment and shall be corrected and adjusted in the final payment. In the event that any invoice contains a defect or impropriety which would prevent payment by the Payment Date, the Owner shall notify the Construction Manager in writing of such defect or impropriety. Any disputed amounts determined by the Attachment number 1 Page 10 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 11 of 64 Owner to be payable to the Construction Manager shall be due thirty (30) calendar days from the date that the dispute is resolved. 7.1.14 The Construction Manager expressly warrants and guarantees to the Owner that: 7.1.14.1 Title to all goods, products, materials, equipment and systems covered by an invoice will pass to the Owner either by incorporation into the Project, or upon receipt of payment by the Construction Manager, whichever occurs first; 7.1.14.2 All goods, products, materials, equipment and systems covered by an invoice are free and clear of liens, claims, security interests or encumbrances; and 7.1.14.3 No goods, products, materials, equipment or systems covered by an invoice have been acquired by the Construction Manager, or its subcontractors or suppliers, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Construction Manager, or its subcontractors or suppliers. 7.1.15 The signature of the Construction Manager on any invoice constitutes the Construction Manager’s certification to the Owner that the Construction Manager’s services listed in the invoice have progressed to the level indicated and have been performed as required by this Contract for General Construction Management Services; the Construction Manager has paid its subcontractors and suppliers their proportional share of all previous payments received from the Owner; the amount requested is currently due and owing. 7.1.16 The Construction Manager shall incorporate into the Guaranteed Maximum Price Amount, and pay, all sales, consumer, use and similar taxes for goods, products, materials, equipment and systems incorporated into the Project which were legally required at the time of execution of this Contract for General Construction Management Services, whether or not yet effective or merely scheduled to go into effect. The Construction Manager shall secure, defend, protect, hold harmless, and indemnify the Owner from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants) relating to any taxes assessed or imposed upon, incurred by or asserted against the Owner by any taxing authority with respect to such taxes. The Construction Manager shall cooperate with and assist the Owner in securing qualified refunds of any sales or use tax paid by the Owner or Construction Manager on goods, products, materials, equipment or systems. Any refund secured shall be paid to the Owner. 7.1.17 Along with its Guaranteed Maximum Price proposal, the Construction Manager shall submit a detailed description of all assumptions and clarifications upon which the Guaranteed Maximum Price proposal is based. That document shall include, without limitation, a complete and exhaustive description of all of the work, services, materials, components, systems, functions, and features that are not expressly depicted in the GMP Drawings and Specifications but which are anticipated to be required for a fully functioning facility that will meet and support all aspects of the program and design intent, and will provide the quality, quantities, function reflected in, or reasonably inferable from, the GMP Drawings and Specifications. 7.1.18 Upon receipt of payment from the Owner, the Construction Manager shall pay each of its subcontractors and suppliers out of the amount received by the Construction Manager on account of such subcontractor’s or supplier’s portion of the work, the amount to which each entity is entitled, reflecting percentages actually retained from payments to the Construction Manager on account of such entity’s portion of the work. The Owner shall have no obligation to pay, and shall not be responsible for payments to, the Construction Manager’s subcontractors or suppliers. However, the Owner reserves the right, but has no duty, to make payment jointly to the Construction Manager and to any of its subcontractors or suppliers in the event that the Owner becomes aware that the Construction Manager fails to pay or unreasonably withholds payment from one or more of those entities. Such joint check procedure, if employed by the Owner, shall create no rights in favor of any person or entity beyond the right of the named payees to payment of the check and shall not be deemed to commit the Owner to repeat the procedure in the future. As a result to these actions, the Owner shall make notification to Surety. 7.1.19 Prior to being entitled to receive final payment, the Construction Manager must achieve Final Completion as Attachment number 1 Page 11 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 12 of 64 described in Article 18, and subject to the following procedure: 7.1.19.1 The Construction Manager shall submit a final accounting for the Construction Price and a final Application for Payment. 7.1.19.2 At the Owner’s election and sole discretion, the Owner’s auditors will review and report in writing on the Construction Manager’s final accounting within 30 days after delivery of the final accounting to the Engineer by the Construction Manager. 7.1.19.3 Based upon such Construction Price as the Owner’s auditors report to be substantiated by the Construction Manager’s final accounting, and provided the other conditions of this Section have been met, the Engineer will, within seven days after receipt of the written report of the Owner’s auditors, either issue to the Owner a final certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Engineer’s reasons for withholding a certificate. 7.1.19.4 In computing the amount to be certified for payment, the Engineer may subtract the shortfall, if any, indicated by the Construction Manager in the documentation required to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner’s auditors in such documentation. 7.1.19.5 If the Owner’s auditors report the Construction Price as substantiated by the Construction Manager’s final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount as provided in Article 28. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager’s receipt of a copy of the Engineer’s final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner’s auditors becoming binding on the Construction Manager. 7.1.19.6 Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Engineer’s final Certificate for Payment. 7.1.19.7 The time periods stated in this Section supersede those stated elsewhere in the Contract. 7.1.20 The Owner shall, subject to its rights set forth above in this Article, make final payment of all sums due the Construction Manager within thirty (30) calendar days from the Engineer’s execution of a final certificate for payment. 7.1.21 In no event shall the Construction Manager’s total compensation for satisfactorily performing all of its duties under this Agreement exceed the GMP. If, however, upon Final Completion the Construction Price is less than the GMP, the difference between the GMP and final Construction Price shall constitute Savings. In that event, the Owner shall pay the Construction Manager, as additional compensation, a sum equal to thirty percent (30%) of the Savings Amount. ARTICLE 8 PERSONNEL, SUBCONTRACTORS, AND SUPPLIERS 8.1 One of the criteria that were used to select the Construction Manager to perform the Work under this contract was based on the proposed personnel to be assigned to the Project. The Construction Manager shall promptly inform the Owner in writing of any proposed replacements (before the replacements are made), along with the reasons for, and the names and qualifications of proposed replacements. The Owner shall have the right to reject any proposed replacement. 8.2 The Construction Manager shall not enter into any agreement with any Subcontractor or Supplier to which the Owner raises a reasonable, timely objection; and shall promptly inform the Owner in writing of any proposed replacements, the reasons therefore, and the name(s) and qualification(s) of proposed Attachment number 1 Page 12 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 13 of 64 replacements (before the replacements are made). The Owner shall have the right to reject any proposed replacement. 8.3 The Owner shall prepare and submit to the Construction Manager a list of Owner's Consultants, including the name and general duties for each consultant, retained by the Owner to provide services with respect to the Project. The Owner reserves the right to engage any other consultants who it may deem necessary. 8.4 The Construction Manager shall staff the Project with qualified and designated individuals and entities responsible for its obligations and performance. 8.4.1 The Construction Manager’s Representative will serve as its primary communication contact with the Engineer. 8.4.2 The Construction Manager shall employ persons skilled in the tasks assigned to them and shall contract with subcontractors and suppliers skilled in the tasks assigned to them and capable of working harmoniously with all trades, crafts and other individuals on the Project. The Construction Manager shall use its best efforts to minimize the likelihood of any strike, work stoppage or other labor disturbance. 8.4.3 The Construction Manager shall immediately remove from the Site, for the duration of the Project, any person making an inappropriate religious, racial, sexual or ethnic comment, statement or gesture toward any other individual. 8.4.4 The Construction Manager shall immediately remove from the Site, for the duration of the Project, any person who is incompetent, careless, or not working in harmony. 8.4.5 The Construction Manager shall be responsible to the Owner for the acts and omissions of its agents and employees, consultants, subcontractors and suppliers. 8.4.6 The Construction Manager shall make every effort to limit the eating and consumption of foods to designated areas to avoid the infiltration of rodents and insects in the building. 8.4.7 Once the Roofing Work has been completed, the Construction Manager shall limit smoking to areas outside the building. Smoking inside the building once the roofing is completed shall be prohibited. If anyone is caught smoking inside the building after the roofing is completed they may be asked to leave the premises. Repeated violations under this clause will be cause for permanent removal of the offending personnel from the Project. 8.5 The Construction Manager shall enter into written contracts with its subcontractors and suppliers, and those written contracts shall be consistent with this Contract for General Construction Management Services. It is the intent of the Owner and the Construction Manager that the obligations of the Construction Manager’s subcontractors and suppliers inure to the benefit of the Owner and the Construction Manager, and that the Owner be a third-party beneficiary of the Construction Manager’s agreements with its subcontractors and suppliers but expressly providing that subcontractors and suppliers have no third-party rights or other rights against the Owner. 8.5.1 The Construction Manager shall make available to each subcontractor and supplier, prior to the execution of written contracts with any of them, a copy of the pertinent portions of this Contract for General Construction Management Services, including those portions of the Contract Documents to which the subcontractor or supplier will be bound, and shall require that each subcontractor and supplier shall similarly make copies of applicable parts of such documents available to its respective subcontractors and suppliers. 8.5.2 The Construction Manager shall include in its written contracts with its subcontractors and suppliers a provision which contains the acknowledgment and agreement of the subcontractor or supplier that it has received and reviewed the applicable terms, conditions and requirements of this Contract for General Construction Management Services that are included by reference in its written contract with the Construction Manager, and that it will abide by those terms, conditions and requirements. Without limitation of the foregoing, all such contracts or other agreements shall conform to the applicable payment provisions of this Contract, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If any Attachment number 1 Page 13 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 14 of 64 subcontract is awarded on a cost-plus a fee basis, the Construction Manager shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager pursuant to the terms of this Contract. 8.5.3 The Construction Manager’s written contracts with its subcontractors and suppliers shall preserve and protect the rights of the Owner and include the acknowledgment and agreement of each subcontractor or supplier that the Owner is a third-party beneficiary of the contract. The Construction Manager’s agreements with its subcontractors and suppliers shall require that in the event of default under, or termination of, this Contract for General Construction Management Services, and upon request of the Owner, the Construction Manager’s subcontractors and suppliers will perform services for the Owner. 8.6 The Construction Manager shall promptly resolve claims, complaints, labor disputes and disputes over assignment of Project tasks by and among its subcontractors and suppliers. 8.7 The Construction Manager shall comply, and shall ensure that all subcontractors of any level employed to perform any work on the Project comply, with all laws governing the eligibility of any person to work in the United States or in the State of Georgia, as well as laws requiring the reporting of such eligibility. 8.7.1 The Construction Manager shall require each and every subcontractor employed on the Project to certify, before it begins any work on the Project, that it is in compliance and will continue to comply with the requirements of Section 274A of the Immigration Reform and Control Act of 1986 (8 U.S.C. § 1324a) and any applicable state or local laws with request to the hiring, recruiting, or referral for employment of employees in the United States. The Construction Manager, on behalf of itself and all subcontractors, shall deliver copies of such certificates to the Owner. The Construction Manager’s failure to deliver the required certificates shall be considered a material default under this Contract. 8.7.2 In addition to the foregoing, Construction Manager shall fully comply and shall require that all subcontractors of any tier performing any work on the Project fully comply with O.C.G.A. 13-10-91 as well as any amendments thereto that become effective during the course of this Project, Furthermore, the Construction Manager shall provide the Owner each affidavit or other submission required pursuant to Sections 300-10-1 of the regulations of the Georgia Department of Labor, as the same may be amended during the course of this Project. 8.7.3 To the fullest extent permitted by law, the Construction Manager shall indemnify, defend, and hold harmless the Owner, Engineer, Architect, and consultants, agents and employees of each of them from and against claims, damages, fines, penalties, punitive damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the failure by the Construction Manager, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, to comply with any applicable contractual provision, statute, regulation, ordinance, or other legal requirement governing the eligibility of any person work in the United States, the verification or reporting of such eligibility, or otherwise governing the hiring, recruiting, or referral for employment of employees. ARTICLE 9 CONSTRUCTION SCHEDULE 9.1 The Construction Manager shall commence construction of the scope of the Project within ten (10) days after receipt of the Notice-to-Proceed. 9.2 The Construction Manager shall accomplish Substantial Completion of the following scope: 9.2.1 Substantial Completion of Rooms 112, 113, 114, 115, 116, 117, 118, 119, 120, 121 by February 27, 2012 Attachment number 1 Page 14 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 15 of 64 9.2.2 Substantial of the remaining rooms and spaces associated with the New FBO Building by March 2, 2012 9.3 The Construction Manager shall accomplish Final Completion of the scope of the Project by March 14, 2012. 9.4 The Construction Manager shall, within fourteen (14) calendar days following receipt of the Notice to Proceed, submit to the Owner an Interim Project Construction Schedule (as defined in the Project Specifications), in Critical Path Method format (or CPM), for his construction/erection scope of Project for the first 90-days of the Project, compatible in Primavera or MS Project format. The Owner will review the Construction Manager's Interim Project Construction Schedule to determine if it meets the specific requirements of the Provisional Project Schedule which is defined in Exhibit B. The Construction Manager shall, within sixty (60) calendar days following the receipt of the Notice-to- Proceed, submit to the Owner the Project Construction Schedule (as defined in the Project Specifications), in the same format indicated above. The Owner will review the Construction Manager's Project Construction Schedule to determine if it meets the specific requirements of the Provisional Project Schedule. 9.5 The Construction Schedule shall include all pertinent dates and periods for timely completion of the Project. 9.5.1 The Construction Schedule shall include and properly coordinate dates for performance of all divisions of the Work, including completion of off-Site requirements and tasks, so that the Work can be completed in a timely and orderly fashion consistent with the required dates of Substantial Completion and Final Completion. 9.5.2 The Construction Schedule shall include the date of the Notice-to-Proceed, the dates of Substantial Completion and the date of Final Completion; any guideline and milestone dates required by the Owner; any applicable subcontractor and supplier sub-schedules; a submittal schedule which allows sufficient time for review of documents and submittals; the complete sequence of construction by activity, with dates for beginning and completion of each element of construction; and required approval dates. 9.5.3 By reviewing the Construction Schedule, the Owner, the Engineer, and Architect do not assume any of the Construction Manager’s responsibility that the Construction Schedule be coordinated or complete; or for timely and orderly completion by the required dates of Substantial Completion, Final Completion and any milestone dates required by the Owner. 9.5.4 The Construction Manager shall review, on a weekly basis, the actual status of the Project against the Construction Schedule. The Construction Manager shall discuss the status of the Project weekly with the Engineer, so that proper overall management may be provided. 9.6 If at any time the Construction Manager anticipates that performance of the Work will be delayed or in fact has been delayed, the Construction Manager shall immediately notify the Engineer of the probable cause of and effect from the delay, and possible alternatives to minimize the delay; and take all corrective actions reasonably necessary to deliver the Project by the required dates of Substantial Completion and Final Completion, and other milestone dates required by the Owner. 9.7 The Construction Manager shall determine and promptly notify the Engineer and Owner in writing when it believes adjustments to the required dates of Substantial Completion or Final Completion, or other milestone dates required by the Owner, are necessary, but no such adjustments shall be effective unless approved in writing by the Owner. 9.8 The Construction Manager may attempt to achieve Substantial Completion before the required dates of Substantial Completion. However, such planned early completion shall be for the Construction Manager’s sole convenience and shall not create any additional Construction Manager rights or Owner obligations under this Contract for General Construction Management Services, nor shall it change the required dates of Substantial Completion or Final Completion. The Owner shall not pay the Attachment number 1 Page 15 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 16 of 64 Construction Manager any additional compensation for achievement of Substantial Completion or Final Completion prior to the required dates nor will the Owner owe the Construction Manager any compensation should the Owner cause the Construction Manager not to achieve Substantial Completion earlier than the required date of Substantial Completion or Final Completion earlier than the required date of Final Completion. 9.9 The Construction Manager may propose modifications to the required dates of Substantial Completion or Final Completion. The Owner may, but is not required to, accept the Construction Manager’s proposal. Modifications to the required dates of Substantial Completion or Final Completion shall be accomplished only by duly authorized and accepted Change Order stating the new dates and confirmation that all references in this Contract for General Construction Management Services to the required dates of Substantial Completion or Final Completion shall thereafter refer to the dates as modified, and all rights and obligations, including the Construction Manager’s liability for actual damages, delay damages and liquidated damages, shall be determined in relation to the dates as modified. 9.10 The Construction Manager shall provide documents to the Engineer for review in accordance with the schedule requirements and with sufficient lead time to allow the Engineers reasonable time for review. ARTICLE 10 BONDS 10.1 The Construction Manager shall provide payment and performance bonds. The amount of the premiums for such bonds shall be included in the Construction Price. The bonds shall each be in an amount not less than 100% of the preconstruction cost at the time of the execution of this Contract. Upon the execution of the GMP Amendment, the penal sum of each bond shall be adjusted to 100% of the GMP. Each bond shall: 10.1.1 Be in a form approved by the Owner; 10.1.2 Incorporate by reference the terms of this Contract For General Construction Management Services; 10.1.3 Be executed by a company certified by the Secretary of the United States Department of Treasury pursuant to the Act of July 30, 1947 (61 Stat. 646, as amended; 6 U.S.C. 6-13) and listed in the most current U.S. Treasury Circular 570 document “Surety Companies Acceptable on Federal Bonds,” as published in the Federal Register, and having a current A.M. Best rating of "A" (Superior) with a Financial Size Category of XII or better. 10.1.4 Be executed by a company licensed and authorized to do business in the state of Georgia; 10.1.5 Be accompanied by a power of attorney certifying that the persons executing the bond have the authority to do so. 10.2 The Construction Manager shall deliver any required bonds and powers of attorney to the Owner prior to commencement of the Work. 10.3 The bonding company that issues the bonds must be registered with The Surety Association of America (SAA). 10.4 The bonds shall remain in effect for a period of not less than two (2) years following the date of Substantial Completion or the time required to resolve any items of incomplete work and payment of any disputed amounts whichever time period is longer, or any statutory period applicable to Owner. 10.5 No surety will be accepted who is now in default or delinquent on any bonds or who is interested in any litigation against Owner. 10.6 Each surety shall designate an agent resident in the State of Georgia to whom any requisite notices may be delivered and on whom services of process may be had in matters arising out of such surety provider. Attachment number 1 Page 16 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 17 of 64 ARTICLE 11 CONSTRUCTION MANAGER'S DUTIES, OBLIGATIONS AND RESPONSIBILITIES 11.1 The Construction Manager shall perform and complete its obligations under this Contract for General Construction Management Services using its best skill and attention, and covenants with the Owner, to furnish management, supervision, coordination, labor and services which expeditiously, economically and properly completes the Work in the manner most consistent with the Owner's interests and objectives; which comply with the Contract Documents and this Contract for General Construction Management Services; and in accordance with the highest standards currently practiced by persons and entities performing or providing management, supervision, coordination, labor and services on projects similar in size, complexity and cost to this Project. 11.1.1 The Construction Manager shall not be required to provide services which constitute the practice of architecture or engineering except as provided in the Drawings or Specifications. 11.1.2 All services rendered by the Construction Manager for the Project shall be performed by or under the immediate supervision of persons possessing expertise in the discipline of the service being rendered. 11.1.3 The Construction Manager shall cooperate and communicate with the Owner and all other persons or entities as required for satisfactory completion of the Project. 11.1.4 The Construction Manager understands and acknowledges that the Project referred to in this Contract for General Construction Management Services may be only part of the Project and that the Project may include the construction of other structures or other construction activities on the same Site. The Construction Manager shall conduct all its activities so as not to interfere with the construction of, or operations within or from, other structures on the Site. 11.1.5 The Construction Manager shall not damage, endanger, compromise or destroy any part of the Project or the Site, including by way of example and not limitation, work being performed by others on the Site, monuments, stakes, benchmarks and other survey points, utility services, and existing features or structures on the Site. Should the Construction Manager damage, compromise or destroy any part of the Project or the Site, the Construction Manager shall be fully and exclusively responsible for and bear all costs associated therewith for any repairs required to bring the condition back to the original state prior to when the damage occurred. 11.2 The Construction Manager shall: 11.2.1 Comply with all applicable laws, statutes, building codes, rules, regulations and lawful orders of all governmental, public authorities and agencies having jurisdiction over the Project; 11.2.2 Prepare and file documents required to obtain, and shall obtain, all necessary approvals and permits, including building permits, of all governmental authorities having jurisdiction over the Project; 11.2.3 Give all notices required of it by governmental authorities relating to the Project. 11.3 Safety shall be a prime concern of the Construction Manager at all times. The Construction Manager shall be solely responsible for and have control over the means, methods, techniques, sequences and procedures for coordinating and constructing the Project, including Site safety and safety precautions and programs. 11.3.1 The Construction Manager shall, concurrently with performance, maintain detailed records of safety related activities on the Site. 11.4 The Construction Manager shall maintain at the Site one copy of all drawings, specifications, addenda, approved shop drawings, Change Orders, submittals, and other modifications in good order and accurately marked depicting all changes as they occur during construction. The as-built drawings shall Attachment number 1 Page 17 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 18 of 64 be available at all times to the Owner, the Engineer, the Architect, the Owner’s Representative, Owner’s Consultants, and quality control and testing agency personnel. The drawings shall be neatly and clearly marked in color during construction to record all variations made during construction, and the Construction Manager shall include such supplementary notes and details necessary to clearly and accurately represent as-built construction. 11.5 The Construction Manager shall not by any means: 11.5.1 Induce any person or entity employed in the construction of the Project to give up any part of the compensation to which that person or entity is entitled; 11.5.2 Confer on any governmental, public official having any authority or influence over the Project, any payment, loan, subscription, advance, deposit of money, services or anything of value, present or promised; 11.5.3 Offer nor accept any bribes or kick-backs in connection with the Project from or to any individual or entity, including any of its trade contractors, subcontractors, consultants, suppliers or manufacturers of Project goods and materials; 11.5.4 Without the express written permission of the Owner, call for or by exclusion require or recommend the use of any subcontractor, consultant, product, material, equipment, system, process or procedure in which the Construction Manager has a direct or indirect proprietary interest. 11.6 The Construction Manager shall develop and implement a quality management program to insure quality construction. Unless otherwise specified in this Contract for General Construction Management Services, the Owner shall select the quality control and testing agencies and pay for the cost of specified measures and tests required by the Contract Documents. The Construction Manager shall coordinate all tests and inspections required by the Contract Documents, and the Construction Manager shall arrange for tests and inspections to be conducted as necessary to avoid any interference with the progress of work. No claims for extension of time or extra costs will be allowed on account of any testing, retesting, inspection, re-inspection, or rejection of work when defective or deficient work is found. 11.7 The Construction Manager shall immediately notify the Engineer, both orally and in writing, of the nature and details of all incidents which may adversely affect the quality or progress of the work including, but not limited to, union jurisdictional disputes, accidents, delays, damages to work and other significant occurrences. 11.8 Hazardous Materials 11.8.1 The term “Hazardous Material” means any hazardous or toxic substance, material, or waste, which is or becomes regulated by any local governmental authority or the United States Government. The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined as a “hazardous waste”, “extremely hazardous waste”, or “restricted hazardous waste” or similar term under any laws now or hereafter enacted by the United States or the State of Georgia or any political subdivision thereof, or (ii) designated a “hazardous substance” pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1317, or (iii) defined as a “hazardous waste” pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C.§ 6901 et seq., or (iv) defined as a “hazardous substance” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. 11.8.2 Contractor shall not cause or permit any Hazardous Material to be brought, kept or used in or about the Airport by Contractor, its agents, employees, subcontractors, or invitees. Without limiting the foregoing, if the presence of any Hazardous Material in the Airport caused or permitted by Contractor results in any contamination of the Airport, Contractor shall promptly take all actions at its sole expense as are necessary to return the Airport to the conditions existing prior to the introduction of such Hazardous Material to the Airport; provided that Airport’s approval of such actions, and the corrective actions to be used by Contractor in connection therewith, shall Attachment number 1 Page 18 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 19 of 64 first be obtained. 11.8.3 The Construction Manager shall notify the Engineer and Owner immediately, both orally and in writing, of the presence and location of any physical evidence of, or information regarding, environmental contamination on the Site (including but not limited to Hazardous Substances and petroleum releases) of which it becomes, or reasonably should have become, aware. If the Construction Manager encounters environmental contamination (including but not limited to Hazardous Substances and petroleum releases), the Construction Manager shall immediately stop performance of work or that portion of the work affected by or affecting such contamination; secure the contaminated area against intrusion; not disturb or remove the contamination; not proceed, or allow any subcontractor or supplier to proceed, with any work or other activities in the area affected by such contamination until directed to do so by the Engineer; and take any other steps necessary to protect life and health. 11.9 The Construction Manager shall perform the work so as not to interrupt any operations of the Owner on the Site. 11.9.1 The Construction Manager understands and acknowledges that the Owner may need access to or use of certain areas of the Site or Project prior to the Construction Manager’s achievement of Substantial Completion, and that such occupancy, access or use shall not constitute the Owner's acceptance of any Project. 11.9.2 The Construction Manager shall not enter any Owner-occupied area of the Site or Project unless first approved and scheduled by the Owner. The Construction Manager understands and acknowledges that the Owner may incur damages if the Owner’s operations on the Site are interrupted or impaired as a result of the work. 11.9.3 The Construction Manager shall afford the Owner's own forces, and other consultants, trade contractors, subcontractors and suppliers, access to the Site for performance of their activities, and shall connect and coordinate its construction and operations with theirs as required by the Contract Documents. 11.10 The Construction Manager shall, through the Engineer, schedule and coordinate all equipment and systems start-ups within its scope of the Project. 11.10.1 The Construction Manager shall provide the Owner with operation and maintenance manuals and other operational documentation not less than twenty-eight (28) calendar days prior to the required date of Substantial Completion to allow adequate time for training prior to commissioning and the Owner’s occupancy of the Project. 11.10.2 The Construction Manager shall meet with the Owner’s personnel not less than twenty-eight (28) calendar days prior to the required date of Substantial Completion to familiarize and train them with respect to maintenance and use of the Project. The appropriate personnel will attend and assist with such familiarization and training. 11.11 The Construction Manager shall resolve all questions concerning the Contract Documents with the Engineer. 11.12 The Construction Manager shall provide water, gas and electrical services at the Site. The Construction Manager shall be responsible for providing and paying for connections to, extensions from and means of using these utilities. The Construction Manager will pay utility company bills for water, gas and electrical services which is required for the Project, and which passes through the Owner's meters, if any. The Construction Manager shall pay for water, gas and electrical services up to and including the date of Substantial Completion. ARTICLE 12 GOODS, PRODUCTS AND MATERIALS 12.1 The Construction Manager shall furnish goods, products, materials, equipment and systems which: 12.1.1 Comply with this Contract for General Construction Management Services; Attachment number 1 Page 19 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 20 of 64 12.1.2 Conform to applicable specifications, descriptions, instructions, drawings, data and samples; 12.1.3 Are new (unless otherwise specified or permitted) and without apparent damage; 12.1.4 Are of quality, strength, durability, capacity or appearance equal to or higher than that required by the Contract Documents; 12.1.5 Are free from defects; and 12.1.6 Are beyond and in addition to those required by manufacturers' or suppliers' specifications where such additional items are required by the Contract Documents. 12.2 All goods, products, materials, equipment and systems named or described in the Contract Documents, and all others furnished as equal thereto shall, unless specifically stated otherwise, be furnished, used, installed, employed and protected in strict compliance with the specifications, recommendations and instructions of the manufacturer or supplier, unless such specifications, recommendations or instructions deviate from accepted construction practices, or the Contract Documents, in which case the Construction Manager shall so inform the Engineer and shall proceed as directed by the Engineer, provided that there are no additional costs associated with the directives. The Construction Manager shall coordinate all trade contracts, and subcontracts to verify compatibility of goods, products, materials, equipment and systems, and the validity of all warranties and guarantees, required by the Contract Documents. 12.3 The Construction Manager shall inform the Owner of goods, products, materials, equipment or systems which the Construction Manager knows or should have known are unsuitable or unavailable at the time of bid submission, and claims relating to or arising out of claims that goods, products, materials, equipment or systems are unsuitable or unavailable shall not be entertained by the Owner unless the Construction Manager, subcontractor, or supplier notified the Owner in writing at the time of bid submission, along with proposed alternatives. Approval by the Architect or Engineer of substitute goods, products, materials, equipment or systems does not mean or imply final acceptance if such items is defective or not as previously represented. Should the Construction Manager furnish any approved goods, products, materials, equipment or systems different from or in addition to those required by the Contract Documents which require supplemental materials or installation procedures different from or in addition to those required for specified items, the Construction Manager shall provide such at no increased cost to the Owner. The Construction Manager shall coordinate the work of those subcontractors and suppliers whose work will be installed before and after the installation of any approved alternative or substitute so that there will be no conflicts or additional work required to be performed. The Owner will not be responsible for any costs associated with the failure of the Construction Manager to coordinate the Work. 12.4 The Construction Manager shall provide security for the Project, until Final Completion, including but not limited to security for its work in progress and for the goods, products, materials, equipment, systems, construction machinery, tools, devices and other items required, used or to be used for its scope of the work. The Construction Manager shall be responsible for selecting the type of security that they choose to employ or use in connection with the Project. ARTICLE 13 SUBMITTALS 13.1 The Construction Manager shall include a schedule for all anticipated submittals in the Schedule that they prepare in accordance with Article 9. The schedule shall include the submittals required by each section of the specifications; be in a format acceptable to the Engineer; and set forth specific dates for submission of the listed submittals. The Construction Manager shall review and approve all submittals prior to submission to the Engineer. 13.2 The Construction Manager shall in timely fashion review, approve if appropriate and forward submittals to the Engineer for review and approval along with such detail and information as the Engineer requires. No part of the Work requiring a submittal shall be fabricated or performed until such approval has been given. Attachment number 1 Page 20 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 21 of 64 13.3 The Engineer and the Architect are responsible to the Owner, but not to the Construction Manager, to verify that the submittals conform to the design concept and functional requirements of the plans and specifications, that the detailed design portrayed in shop drawings and proposed equipment and materials shown in submittals are of the quality specified and will function properly, and that the submittals comply with the Contract for General Construction Management Services. The Engineer or the Architect will review and approve, reject or take other appropriate action on submittals such as shop drawings, product data, samples and proposed equal materials or equipment and requested substitutions within not more than fourteen (14) calendar days, and will not approve any submittals unless such submittals conform with the Project design concept; and this Contract for General Construction Management Services. No submittal shall be deemed to provide, substitute for, or waive notice of any variance from the requirements of the Drawings and Specifications. The review or approval of submittals by the Architect or the Engineer shall not constitute acceptance of materials or equipment furnished or installed if such materials or equipment is defective or not as represented by approved submittals or as otherwise required by the Contract Documents. The Construction Manager remains responsible for details and accuracy, for confirming and correlating all quantities and dimensions, for selecting fabrication processes, for techniques of assembly, and for performance of the Work. 13.4 If either the Architect or the Engineer makes any changes to the approved submittals which will require a change in the contract amount, the Construction Manager shall follow the change procedures required elsewhere in this agreement, prior to performing the Work. If the Construction Manager proceeds with the Work prior to receiving a Change Order to the Contract, the Construction Manager waives their right to obtain further compensation for the change. 13.5 All Work shall be performed in accordance with approved submittals. Approval of submittals by the Architect or the Engineer does not relieve the Construction Manager from complying with this Contract for General Construction Management Services, including all plans and specifications, except as changed by Change Order. ARTICLE 14 CONSTRUCTION MANAGER’S QUALITY ASSURANCE 14.1 During the course of Work, the Construction Manager shall inspect and promptly reject any work which does not conform to the Contract Documents; or which does not comply with any applicable law, statute, building code, rule or regulation of any governmental, public authorities and agencies having jurisdiction over the Project. 14.1.1 The Construction Manager shall promptly correct or require the correction of all rejected work, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Construction Manager shall be responsible for all costs of correcting such work, including additional testing and inspections and compensation for all services and expenses necessitated by such correction. 14.1.2 The Construction Manager shall be responsible for the cost of correcting destroyed or damaged work, whether completed or partially completed, of the Owner or other trade contractors or subcontractors caused by the Construction Manager's correction or removal of rejected work. 14.2 If a portion of the Work has been concealed, the Construction Manager shall, if notified to do so by the Engineer, uncover the designated portion for observation and then replace it. 14.2.1 If the designated portion of the Work was concealed contrary to the request of the Engineer, or to requirements specifically expressed in the Contract Documents, the Construction Manager shall receive no additional compensation for the costs of uncovering and replacement or modification of the Construction Schedule. 14.2.2 If the designated portion of the Work was concealed prior to a specific request by the Engineer that it remain uncovered, the Construction Manager shall receive additional compensation for the costs of uncovering and replacement or modification of the Attachment number 1 Page 21 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 22 of 64 Construction Schedule only if the designated portion of the Work was in conformance with the Contract Documents. ARTICLE 15 CHANGES TO THE PROJECT 15.1 The Construction Manager understands and agrees that this Contract for General Construction Management Services cannot be changed except as provided herein. No act, omission or course of dealing by the parties shall alter the requirement that modifications of this Contract can be accomplished only by written documents signed by the parties. 15.2 One or more changes to the Project within the general scope of this Contract may be ordered by Change Order. The Construction Manager shall proceed with any such changes, and all changes shall be accomplished in strict accordance with the terms and conditions of Article 15. 15.2.1 With respect to such requests for changes by the Construction Manager, the Construction Manager shall prepare and submit Change Order request to the Engineer. 15.2.2 The Construction Manager shall promptly review and respond to Change Order requests submitted by the Engineer. 15.2.3 When requested to do so, the Construction Manager shall prepare and submit to the Engineer drawings, specifications or other data in support of a Change Order request. 15.2.4 Each Change Order request shall include time and monetary impacts of the change. 15.3 The Owner will not be responsible for any change in the Project involving extra costs unless approval in writing is furnished by the Owner before such Work begins. The Engineer does not have authority to order changes to the Project that involve changes in cost or time. The Engineer, without the Owner's prior approval, may authorize or direct the Construction Manager to make minor changes in the Project which are consistent with the intent of the Contract Documents and which do not involve a change in Project cost, time for construction, scope, or approved design elements, and the Construction Manager shall promptly carry out such changes. Any such minor changes shall be implemented by written field order and executed by the Construction Manager. 15.3.1 No act or omission shall alter the requirement that Change Orders shall be in writing and signed by the Owner, and that Change Orders are the exclusive method for effecting any adjustment to compensation or applicable schedules. The Construction Manager understands and agrees, on behalf of itself and its subcontractors and suppliers, that neither compensation nor applicable schedules can be changed by implication, oral agreement, or unwritten Change Order. 15.4 The Owner may unilaterally direct the Construction Manager to implement changes in the Project so long as the Work the Owner is requiring is not outside of the general scope of this Contract for General Construction Management Services, and the Construction Manager, upon written direction from the Owner, shall proceed with such change. 15.5 The Engineer will administer and manage all Change Order requests and Change Orders and will prepare required drawings, specifications and other supporting data as necessary in connection with minor changes, Change Order requests and Change Orders. 15.6 Any change in the Contract Amount resulting from a Change Order shall be determined as follows: 15.6.1 By mutual agreement between the Owner and the Construction Manager as evidenced by the change in the Contract Amount being set forth in the Change Order, such change in the Contract Amount, together with any conditions or requirements relating thereto, being initialed by both parties and the Construction Manager's execution of the Change Order. If, and to the extent, the change involves work of one or more subcontractors, the overhead and profit component for subcontractors shall be fifteen percent (15%) and the overhead and profit component for the Construction Manager shall be seven percent (7%) of the amount allocable for subcontracted work. If the change involves only work of the Construction Manager, the component for overhead and profit shall be fifteen percent (15%). Attachment number 1 Page 22 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 23 of 64 15.6.2 If no mutual agreement occurs between the Owner and the Construction Manager, the change in the Contract Amount, if any, shall be derived by determining the reasonable actual costs incurred or savings achieved, resulting from revisions to the Project. Such reasonable actual costs or savings shall include a component for overhead and profit. If, and to the extent, the change involves work of one or more subcontractors, the overhead and profit component for subcontractors shall be fifteen percent (15%) and the overhead and profit component for the Construction Manager shall be seven percent (7%) of the amount allocable for subcontracted work. If the change involves only work of the Construction Manager, the component for overhead and profit shall be fifteen percent (15%). Any such costs or savings shall be documented in the format and with such content and detail as the Engineer requires. 15.6.3 The overhead and profit for any change shall be applied to the net cost of the change, after all applicable savings and credits have been applied. 15.6.4 The overhead and profit component for any change includes the cost of bonds and insurance. 15.6.5 By the unit prices included in Exhibit H. Payment for work provided by the unit prices will be compensated as described in the specifications. 15.7 With respect to all Change Order requests involving credit to the Owner or additional compensation to the Construction Manager, the Construction Manager shall obtain the best possible price quotations from their subcontractors and suppliers; they should review such quotations to ascertain whether they are reasonable; prepare an itemized estimate together with appropriate supporting data, including reasonable expenditures by, and savings to, those performing the work involved in the proposed change; and provide a reasonable price quotation to the Engineer. 15.7.1 If the Engineer determines that the Change Order requests is unreasonable, the Construction Manager shall, in writing, justify the quotations or provide additional back-up to support the request. If after review of the additional information the Engineer determines that the quotation is unreasonable, the Owner may require the Project be performed on a time and material basis along with the applications of the mark-ups indicated in Article 15.6.2. 15.8 Upon receipt of a field order or Change Order, changes in the Work shall be promptly performed. All changes in the Work shall be performed under applicable conditions of the Contract Documents. 15.9 If there is a dispute that a change has occurred; whether a change in the Work will result in adjustment of compensation or applicable schedules; or as to the amount of any adjustment of compensation or applicable schedules, the change shall be carried out if the Owner so directs. The Construction Manager shall notify the Owner in writing prior to performance of the Work which is the subject of the dispute and the party disputing the decision of the Owner recites the reasons for its dispute in the written notice. Failure to notify the Owner in writing shall constitute a waiver of any claim resulting from the change. 15.10 In the event a Change Order request is approved by the Owner in the absence of an agreement as to cost, time, or both, the Engineer will receive and maintain all documentation pertaining thereto; examine such documentation on the Owner's behalf; take such other action as may be reasonably necessary or as the Owner may request; and make a written recommendation to the Owner concerning any appropriate adjustment in the Contract Amount or Construction Schedule. 15.11 The execution of a Change Order by the Construction Manager shall constitute conclusive evidence of the Construction Manager's agreement to the ordered changes in the Work, this Contract as thus amended, the Contract Amount and the time for performance by the Construction Manager. The Construction Manager, by executing the Change Order, waives and forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. 15.12 The Construction Manager shall notify and obtain the consent and approval of the Construction Manager's Surety with reference to all Change Orders if such notice, consent or approvals are required by the Owner, the Engineer, and the Construction Manager's Surety, or by law. The Construction Attachment number 1 Page 23 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 24 of 64 Manager's execution of the Change Order shall constitute the Construction Manager's warranty to the Owner that the Surety has been notified of, and consents to, such Change Order and that the Surety shall be conclusively deemed to have been notified of such Change Order and to have expressly consented thereto. ARTICLE 16 CLAIMS AND LIENS 16.1 The Construction Manager shall immediately notify Engineer and the Owner, both orally and in writing, of the nature and details of any mechanics' liens, construction liens, or claims of any type made by anyone against the Owner, the Owner’s Representative, the Engineer, the Architect, the Construction Manager or any subcontractor or supplier of any of them or against the Project whether or not such claims arise from the Project. 16.2 The Construction Manager shall take all action necessary to obtain the prompt discharge of any liens or claims filed against the Project provided that the Owner has paid the Construction Manager for the work giving rise to the lien. If any lien or claim filed against the Project is not discharged and released by the claimant, the Construction Manager shall, within a reasonable period of time, but in no event more than fourteen (14) calendar days after request and at its own cost, promptly obtain discharge and release of, or indemnity for, such lien or claim by providing or filing, as appropriate, the requisite bond. If the Construction Manager fails to have any such lien or claim discharged and released, or fails to provide or file the requisite bond, the Owner shall have the right to pay all sums necessary to obtain such a discharge and release, and the Construction Manager shall bear all expenses incurred by the Owner in so doing. 16.3 Each claim against the Owner for additional compensation, additional time, or both, shall be initiated in writing submitted to the Owner and the Engineer. Such claim shall be delivered to the Owner and the Engineer no later than ten (10) calendar days after the event, or the first appearance of the circumstances, causing the claim, and same shall set forth in detail all known facts and circumstances supporting the claim. 16.4 The Construction Manager and the Owner shall continue their respective performance hereunder regardless of the existence of any claims submitted by the Construction Manager. 16.5 In the event the Construction Manager seeks to make a claim of any kind, as a condition precedent to any liability of the Owner, the Construction Manager shall strictly comply with the requirements of Article 16.3 above and such claim shall be made by the Construction Manager before proceeding to execute any affected Work. Failure by the Construction Manger to provide the required notice shall constitute a waiver by the Construction Manager of the claim. 16.6 In connection with any claim by the Construction Manager against the Owner for compensation in excess of the Contract Amount, any liability of the Owner for the Construction Manager's cost shall be strictly limited to direct cost incurred by the Construction Manager and shall in no event include indirect cost or consequential damages of the Construction Manager. The Owner shall not be liable to the Construction Manager for claims of third-parties including subcontractors, unless and until liability of the Construction Manager has been established in a court of competent jurisdiction. 16.7 Notwithstanding anything to the contrary in the Contract Documents, an extension in the Contract time, to the extent permitted under Section 8.3.1, is the sole remedy of the Contractor for any (1) delay in the commencement, prosecution or completion of any Work; (2) hindrance or obstruction in the performance of the Work; (3) loss of productivity; or (4) other similar claims (collectively referred to in this Section as “Delays”) whether or not such Delays are foreseeable, unless such Delay is caused solely by acts of the Owner, constituting active interference with the Contractor’s performance of the Work, and only to the extent such acts continue after the Contractor furnishes the Owner with such notice of such interference. In no event is the Contractor entitled to any compensation or recovery of any damages, in connection with any Delay, including, without limitation, consequential damages, lost opportunity costs, impact damages or other similar remuneration. The Owner’s exercise of any of its rights or remedies under the Contract Documents (including, without limitation, ordering changes in the Work or directing suspension, rescheduling or correction of the work), regardless of the extent or frequency of the Owner’s exercise of such rights and remedies, must not be construed as active interferences with the Contractor’s performance of the Work. Attachment number 1 Page 24 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 25 of 64 16.8 The date for achieving Substantial Completion or, as applicable, final completion will not be extended due to bad weather (excepting bad weather which precludes access to the project site) after the Project is enclosed or for normal bad weather. The time for Substantial Completion as stated in the Contract includes an allowance for Working days (Monday through Friday) on which the Construction Manager agrees that he may expect to lose Working days due to bad weather, in accordance with the following table, on Work to be performed out-of-doors. January 10 days July 4 days February 10 days August 2 days March 7 days September 2 days April 6 days October 3 days May 4 days November 5 days June 3 days December 9 days At the time the Project is enclosed, if the total accumulated number of Working days lost due to weather exceeds the total accumulated number derived from the table above, time for completion shall be extended by such excess. No change in the Contract Amount will be authorized because of adjustment of contract time due to weather. ARTICLE 17 PROJECT ARCHITECT AND PROJECT ENGINEER 17.1 In the event the Owner should find it necessary or convenient to replace the Architect or the Engineer, the Owner shall retain a replacement and the role of the replacement shall be the same as the role of the Architect or the Engineer, as applicable. Unless otherwise directed by the Owner in writing, the Architect and the Engineer will perform those duties and discharge those responsibilities allocated to each in this Contract. 17.2 The duties, obligations and responsibilities of the Construction Manager under this Contract for General Construction Management Services shall in no manner whatsoever be changed, altered, discharged, released, or satisfied by any duty, obligation or responsibility of the Architect or the Engineer. The Construction Manager is not a third-party beneficiary of any contract by and between the Owner, the Engineer, and the Architect, or any of them. It is expressly acknowledged and agreed that the duties of the Construction Manager to the Owner are independent of, and are not diminished by, any duties of the Engineer and Architect to the Owner. 17.3 The Engineer will visit the Site with sufficient frequency for familiarization with the progress and quality of the work and to inspect the work to determine compliance of the work with this Contract for General Construction Management Services, including approved shop drawings and other submittals; the Construction Schedule; and applicable laws, statutes, building codes, rules or regulations of all governmental, public authorities and agencies having jurisdiction over the Project. 17.4 The Engineer may disapprove or reject work which does not comply with this Contract for General Construction Management Services including approved shop drawings and other submittals; or applicable laws, statutes, building codes, rules or regulations of any governmental, public authorities and agencies having jurisdiction over the Project. 17.5 The Engineer will review and evaluate the results of all inspections, tests and written reports required by this Contract for General Construction Management Services and by any governmental entity having jurisdiction over the Project. The Engineer will take appropriate action on test results, including acceptance, rejection, requiring additional testing or corrective Project, or such other action deemed appropriate by the Engineer. The Engineer will promptly reject work which does not conform to and comply with testing requirements. 17.6 The Engineer may require inspection or testing of any work in addition to that required by this Contract for General Construction Management Services or governmental entities having jurisdiction over the Project when such additional inspections and testing is necessary or advisable, whether or not such work is then fabricated, installed or completed. The Engineer will take appropriate action on all such Attachment number 1 Page 25 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 26 of 64 special testing and inspection reports, including acceptance, rejection, requiring additional testing or corrective work, or such other action deemed appropriate by the Engineer. 17.7 The Engineer or the Architect will, when requested to do so in writing by the Construction Manager, promptly and so as to cause no unnecessary delay, render written or graphic interpretations and decisions necessary for the proper execution of the work. The Architect’s interpretations and decisions relating to artistic effect shall be final if not inconsistent with this Contract for General Construction Management Services. 17.8 The Engineer will review applications for payment, including such accompanying data, information and schedules as the Contract requires, to determine the amounts due to the Construction Manager and shall authorize payment to the Construction Manager in writing to the Owner. After the Project is determined to be finally complete and the Engineer determines that the Construction Manager has completed the Project, the Engineer will determine whether the Construction Manager is entitled to final payment, and if so will so certify to the Owner in writing. ARTICLE 18 SUBSTANTIAL AND FINAL COMPLETION 18.1 Substantial Completion of the Project shall be defined to have occurred when a Certificate of Substantial Completion has been issued by the Engineer, and the required documentation has been produced for each Substantial Completion scope. 18.2 When the Construction Manager believes that the Project is substantially complete, the Construction Manager shall notify the Engineer that the Project is ready for a Substantial Completion Inspection. 18.3 Prior to the Substantial Completion Inspection, the Construction Manager shall prepare and furnish to the Engineer a letter requesting a Substantial Completion Inspection, which at a minimum must: 18.3.1 Provide a blank line for entry of the date of Substantial Completion. The date of Substantial Completion will fix the commencement date of warranties and guaranties and allocate between the Owner and the Construction Manager responsibility for security, utilities, damage to the work and insurance; 18.3.2 Include a list of items to be completed or corrected and state the time within which the listed items will be completed or corrected, along with the cost to complete each item; 18.3.3 Provide signature lines for the Owner, the Construction Manager and the Engineer. 18.4 Upon receipt of notification from the Construction Manager, the Engineer will coordinate with the Owner’s Representative, their Consultants, and the Construction Manager on a date for inspection of the Project to determine whether the Project is substantially complete. 18.5 During the inspection to determine whether the Project is substantially complete, the Engineer will: 18.5.1 Inspect the Project; 18.5.2 Provide a list of items to be completed or corrected; 18.5.3 Determine, in consultation with the Owner’s Representative, whether Substantial Completion of the Project has occurred. 18.6 If the Project is determined not to be substantially complete, the Construction Manager shall continue working until the Project is substantially complete and the inspection process shall be repeated at no additional cost to the Owner until the Project is determined to be substantially complete. 18.7 On or prior to the required date of Substantial Completion, the Construction Manager shall deliver to the Engineer keys, permits, the certificate of occupancy, and other necessary and customary documents and items required for the Owner’s occupancy and use of the Project for its intended purpose. The Engineer will obtain and review Substantial Completion documentation and items, and will inform the Construction Manager of any deficiencies. 18.8 When the Owner, the Construction Manager and the Engineer agree that the Project is substantially complete, and the Construction Manager has produced the required Substantial Completion Attachment number 1 Page 26 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 27 of 64 documentation, they shall sign the Certificate of Substantial Completion stating that the Project is substantially complete and establishing the actual date of Substantial Completion. The Certificate of Substantial Completion shall also include a list of and timeline for the completion of the items needing completion and correction. 18.9 Final Completion of the Project shall be deemed to have occurred when the Project passes a Final Completion Inspection, and when the Construction Manager has produced all required close-out documentation and items. Final Completion shall not be deemed to have occurred and no final payment shall be due the Construction Manager or any of its subcontractors or suppliers until the Project has passed the Final Completion Inspection and all required Final Completion close-out documentation and items have been submitted to the Engineer by the Construction Manager. 18.10 When the Construction Manager believes that the Project is finally complete, the Construction Manager shall notify the Engineer that the Project is ready for a Final Completion Inspection. 18.11 Upon receipt of such notification from the Construction Manager, the Engineer will coordinate with the Owner’s Representative and the Construction Manager and schedule a date for inspection of the Project to determine whether the Project is finally complete. 18.12 At the Final Completion Inspection to determine whether the Project is finally complete, the Engineer will: 18.12.1 Inspect the Project; 18.12.2 Determine whether all items on the list included with the Certificate of Substantial Completion have been satisfactorily completed and corrected; 18.12.3 Determine whether the completed Project complies with this Contract for General Construction Management Services; and all applicable laws, statutes, building codes, rules or regulations of all governmental, public authorities and agencies having jurisdiction over the Project. 18.12.4 The Engineer shall determine whether the required inspections and approvals by the local building officials having jurisdiction over the Project have been satisfactorily completed; and determine, in consultation with the Owner’s Representative, whether the Project is finally complete. 18.13 If the Project is not finally complete, the Construction Manager shall continue to work to complete the Project, and the inspection process shall be repeated at no additional cost to the Owner, until the Project is finally complete. 18.14 On or prior to the date of Final Completion, the Construction Manager shall deliver to the Engineer the following Final Completion close-out documentation and items: 18.14.1 All operating, maintenance, and instruction manuals not previously produced during Substantial Completion and required maintenance stocks; 18.14.2 Two (2) sets of as-built drawings and markups; 18.14.3 Certification and affidavit that all insurance required of the Construction Manager beyond final payment, if any, is in effect and will not be canceled or allowed to expire without notice to the Owner; 18.14.4 Written consent of the surety to release final payment; 18.14.5 Full, final and unconditional waivers of mechanics or construction liens, releases of Construction Manager’s trust fund or similar claims, and release of security interests or encumbrances on the Project property from each contractor, subcontractor, supplier or other person or entity who has, or might have a claim against the Owner or the Owner's property; 18.14.6 Full, final and unconditional certification and affidavit that all of the Construction Manager’s obligations to contractors, subcontractors, suppliers and other third parties for payment for labor, materials or equipment related to the Project have been paid or otherwise satisfied; Attachment number 1 Page 27 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 28 of 64 18.14.7 All written warranties and guarantees relating to the labor, goods, products, materials, equipment and systems incorporated into the Project, endorsed, countersigned, and assigned as necessary; 18.14.8 All affidavits, releases, bonds, waivers, permits and other documents necessary for final close-out of Project; 18.14.9 A list of any items due but unable to be delivered and the reason for non-delivery; 18.14.10 Any other documents reasonably and customarily required or expressly required herein for full and final close-out of the Project. 18.15 The Engineer will review and determine the sufficiency of all Final Completion close-out documentation and items required for Final Completion which are submitted by the Construction Manager, and will immediately inform the Construction Manager about any deficiencies and omissions. ARTICLE 19 CONSTRUCTION MANAGER’S WARRANTIES AND GUARANTEES 19.1 In addition to the warranties and guarantees set forth elsewhere in this Contract for General Construction Management Services, the Construction Manager, upon request by the Owner or the Engineer, shall promptly correct all failures or defects in the Project for a period of one (1) year after the actual date of Substantial Completion. 19.1.1 The Construction Manager shall schedule, coordinate and participate in a walk-through inspection of the Project one month prior to the expiration of the one-year warranty period, and shall notify the Owner’s Representative, the Engineer, and any required subcontractors and suppliers of the date of, and request their participation in, the walk-through inspection. The purpose of the walk-through inspection will be to determine if there are any defects or failures which require correction. 19.1.2 Should the Construction Manager fail to promptly correct any failure or defect, the Owner may take whatever actions it deems necessary to remedy the failure or defect and the Construction Manager shall promptly reimburse the Owner for any expenses or damages it incurs as a result of the Construction Manager 's failure to correct the failure or defect. 19.2 In addition to the warranties and guarantees set forth elsewhere herein, the Construction Manager expressly warrants and guarantees to the Owner: 19.2.1 That the Work complies with the Contract Documents; and all applicable laws, statutes, building codes, rules and regulations of all governmental, public authorities and agencies having jurisdiction over the Project. 19.2.2 That all goods, products, materials, equipment and systems incorporated into the Project conform to applicable specifications, descriptions, instructions, drawings, data and samples and shall be and are new (unless otherwise specified or permitted) and without apparent damage or defect; of quality equal to or higher than that required by the Contract Documents; 19.2.3 That all management, supervision, labor and services required for the Project shall comply with this Contract for General Construction Management Services and shall be and are performed in a good workmanlike manner. 19.3 The Construction Manager shall require that all of its subcontractors and suppliers provide written warranties, and guarantees to the Owner and the Construction Manager, in a form identical to the warranties, and guarantees required in the Contract for General Construction Management Services, including the warranties, and guarantees required in this Article. Standard warranties and guarantees provided by the material or product manufacturer will be acceptable provided that they comply with the requirements in Article 19. Attachment number 1 Page 28 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 29 of 64 19.4 The warranties and guarantees required in this Article shall be in addition to all other warranties, express, implied or statutory, and shall survive the Owner’s payment, acceptance, inspection of or failure to inspect the Project, and review of the Contract Documents. 19.5 Nothing contained in Article 19.1, shall be construed to establish a period of limitation with respect to the Construction Manager’s obligations under this Contract for General Construction Management Services. Paragraph 19.1 relates only to the Construction Manager’s specific obligations with respect to the Project, and has no relationship to the time within which the Construction Manager’s contractual obligations under this Contract for General Construction Management Services may be enforced, nor to the time within which proceedings may be commenced to establish the Construction Manager's liability with respect to any contractual obligations pursuant to Article 19.1or contained elsewhere herein. 19.6 Unless otherwise specified, all of the Construction Manager’s warranty and guaranty obligations, including the time periods for all written warranties and guarantees of specifically designated equipment required by the Construction Documents, shall begin on the actual date of Substantial Completion. ARTICLE 20 OWNER’S DUTIES, OBLIGATIONS AND RESPONSIBILITIES 20.1 The Owner shall timely compensate the Construction Manager in accordance with this Contract for General Construction Management Services. 20.2 Unless otherwise required to be provided by the Construction Manager in its scope of services, the Owner shall secure and pay for all Project testing. 20.3 The Owner shall review documents prepared by the Construction Manager in a timely manner and in accordance with schedule requirements. Review by the Owner shall be solely for the purpose of determining whether such documents are generally consistent with the Owner's intent. No review of such documents shall relieve the Construction Manager of any of its responsibilities. 20.4 The Owner shall not have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Project, nor shall the Construction Manager, for any of the foregoing purposes, be deemed the agent of the Owner. 20.5 If required for the Project, 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 data pertaining to existing buildings, other improvements and trees; and full information concerning available service and utility lines, both public and private, above and below grade, including inverts and depths. 20.6 The Owner shall pay for the services of a soils engineer or other consultants, when such services are deemed necessary by the Engineer or Owner's Representative, 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 Engineer interpretations thereof. This does not relieve the Construction Manager of the responsibility for providing the testing required in the Contract Documents. 20.7 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. 20.8 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 may be required to ascertain how, or for what purposes, the Construction Manager has used the moneys paid to it under the Construction Contract. 20.9 All services, information, surveys and reports required of the Owner shall be furnished at the Owner's expense and the Construction Manager shall be entitled to rely upon their accuracy and completeness. 20.10 The Owner shall furnish information and approvals required of it expeditiously, for orderly progress of the Work. 20.11 If it is customary for the Construction Manager to obtain any permits and/or licenses, the Owner shall pay for and the Construction Manager shall request, expedite, and obtain all necessary permits, Attachment number 1 Page 29 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 30 of 64 licenses, approvals, easements, assessments, and charges required for the construction, use or occupancy of permanent structures or for permanent changes in any existing facilities. If it is not customary for the Construction Manager to obtain any permits and/or licenses, then the Engineer shall coordinate this on behalf of the Owner. 20.12 The Owner shall provide the Construction Manager with all written and tangible material in its possession concerning conditions below ground at the Site. 20.13 If the Project involves an existing structure, the Owner shall provide the Construction Manager with all available as-built drawings, record drawings, plans, specifications and structure system information with respect to such structure. 20.14 The Owner will provide the Construction Manager with the Provisional Project Schedule of pertinent Project dates and key milestone dates in Exhibit B. ARTICLE 21 LIQUIDATED DAMAGES 21.1 The parties hereto mutually understand and agree that time is of the essence in the performance of this Contract for General Construction Management Services, and that the Owner will incur damages if the Project is not completed on time. The Construction Manager shall at all times carry out its duties and responsibilities as expeditiously as possible and shall begin, perform and complete its services so that the Project progresses in accordance with the Construction Schedule; the Project is substantially completed by the required date of Substantial Completion; and the Project is finally complete by the date of Final Completion. 21.2 The parties hereto mutually understand and agree that the Owner will sustain substantial monetary and other damages in the event of a failure or delay by the Construction Manager in the completion of the Project. 21.2.1 If the Construction Manager inexcusably fails to achieve Substantial Completion and Final Completion by the required dates of Substantial Completion and Final Completion as established and previously set forth in this Contract for General Construction Management Services, the Construction Manager shall pay to the Owner, as liquidated damages for delay and not as a penalty, the daily amount of $1,000.00 for each and every day beginning March 15, 2012 until Substantial Completion and Final Completion. This liquidated damages provision shall apply and remain in full force and effect in the event that the Construction Manager is terminated by Owner for default and shall apply until Substantial Completion has been achieved by any completing Construction Manager. 21.3 Not used. 21.4 If the Construction Manager is delayed at any time in the progress or performance of the Project by acts or omissions of the Owner or Architect; major changes ordered by the Owner in the scope of Project; fire; unusual delays in transportation; adverse unusual weather conditions not reasonably anticipated by the Construction Manager; unavoidable casualties; causes beyond the Construction Manager's control which the Owner agrees in writing are justifiable; or any other cause which the Owner determines may justify the delay, the Construction Schedule shall be extended for a period equal to the length of such delay, but only if such delay is not in any way caused by default or collusion on the part of the Construction Manager or by any cause which the Construction Manager could reasonably control or circumvent; the Construction Manager would have otherwise been able to timely perform all of its obligations under this Contract for General Construction Management Services but for such delay; and immediately but not later than seven (7) calendar days after the beginning of any such delay the Construction Manager gives notice of its delay claim to the Owner. 21.5 If the Owner believes that the date of Substantial Completion will be inexcusably delayed; or that the Construction Manager will fail to achieve Final Completion by the date of Final Completion, the Owner shall be entitled, but not required, to withhold from any amounts otherwise due the Construction Manager the daily amount specified for liquidated damages in this Article for each calendar day of the unexcused delay. Attachment number 1 Page 30 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 31 of 64 21.5.1 If and when the Construction Manager overcomes the delay in timely achieving Substantial Completion or Final Completion, or any part thereof, for which the Owner has withheld payment, the Owner shall promptly release to the Construction Manager those funds withheld, but no longer applicable, as liquidated damages. 21.5.2 Delay caused by labor disputes, picketing, employee boycotts, or the like which directly or indirectly involves employees of the Construction Manager or its subcontractors and suppliers is not the responsibility of the Owner and will result in time extensions only if agreed to in writing by the Owner at the time such events occur, and any such modifications to the schedule will be done at no additional expense to the Owner. ARTICLE 22 CONCEALED AND UNFORESEEN CONDITIONS 22.1 If the Construction Manager encounters concealed and unforeseen conditions of an unusual nature which affect the performance of the Project; or the conditions vary from those indicated by the Contract Documents; and such conditions are not ordinarily found to exist or differ materially from those generally recognized as inherent in Project of the character provided by the Construction Manager, the Construction Manager shall promptly, but in no event later than three (3) calendar days after first observance of the conditions, notify the Architect before conditions are disturbed and give the Architect the opportunity to observe the condition in its undisturbed state. 22.1.1 The conditions will be promptly investigated and, if they differ substantially and cause a material increase or decrease in the Construction Manager’s cost of, or time required for, performance of the Work, compensation or time for performance or both will be equitably adjusted. 22.1.2 All adjustments in compensation or extensions of time shall be by Change Order. Change Order requests must be made within fourteen (14) calendar days from the date of observation of the changed conditions. 22.2 The Construction Manager's failure to notify the Architect as provided in this Article shall constitute a waiver of any claim arising out of or relating to such concealed or unknown condition. ARTICLE 23 CONSTRUCTION MANAGER’S RECORDS 23.1 The Construction Manager shall, concurrently with performance of its services, prepare substantiating records regarding services rendered and goods furnished. 23.2 The Construction Manager shall retain in its records copies of all written communications; memoranda of verbal communications; accounting records (including original estimates and estimating sheets, purchase orders and invoices); job site notes; daily logs; reports; notices; all subcontract files (including proposals of successful and unsuccessful bidders); Change Order files (including documentation covering negotiated settlements); written policies and procedures, records necessary to evaluate and verify direct and indirect costs (including by way of example overhead allocations, payroll records, time sheets, rental receipts, fixed asset records); and other documents such as plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, accounting records, documents reflecting the unit price of construction and other writings or things which document the work, its design, its cost, and its construction. 23.2.1 The Construction Manager’s accounting and control systems shall be satisfactory to the Owner. 23.2.2 The Owner and the Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager’s records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. Attachment number 1 Page 31 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 32 of 64 23.2.3 The Construction Manager shall maintain substantiating records for seven (7) years after the date of Final Completion or for any longer period of time as may be required by law or good construction practice. If the Construction Manager receives notification of a dispute or the commencement of litigation regarding the Project within this seven-year period, the Construction Manager shall continue to maintain all Project records until final resolution of the dispute or litigation. 23.2.4 The Construction Manager shall, upon seven (7) days request from the Owner, secure from its subcontractors and suppliers copies of the documents indicated in Article 23.2. 23.2.5 Upon the request of the Owner, the Construction Manager shall make its records available during normal business hours to the Owner, its authorized representative(s) or to any state, federal or other regulatory authority. Any such authority, the Owner and its authorized representative(s) shall be entitled to inspect, examine, review and copy the Construction Manager’s records at the copying party’s reasonable expense, within adequate Project space at the Construction Manager’s facilities. Failure by the Construction Manager to supply substantiating records from itself and its subcontractors and suppliers upon the request of the Owner shall be reason to exclude the related costs from amounts which might otherwise be payable by the Owner pursuant to this Contract for General Construction Management Services. ARTICLE 24 PROPRIETARY DOCUMENTS AND CONFIDENTIALITY 24.1 All information, documents, and electronic media furnished by the Owner to the Construction Manager belong to the Owner; are considered proprietary and confidential; are furnished solely for use on the Owner’s Project; shall be kept confidential by the Construction Manager; and shall not be used by the Construction Manager on any other project or in connection with any other person or entity, unless disclosure or use thereof in connection with any matter other than services rendered to the Owner hereunder is specifically authorized in writing by the Owner in advance. The Owner hereby grants to the Construction Manager a limited license to use and reproduce applicable portions of the Contract Documents necessary for execution of the Project. All copies made under this license shall bear the statutory copyright notice, if any, shown on the documents. 24.2 All information, documents, and electronic media prepared by or on behalf of the Construction Manager for the Project are the sole property of the Owner free of any retention rights of the Construction Manager. The Construction Manager hereby grants to the Owner an unconditional right to use, for any purpose whatsoever, any information, documents or electronic media prepared by or on behalf of the Construction Manager for the Project, free of any copyright claims, trade secrets or other proprietary rights with respect to such documents. 24.3 The Construction Manager shall not disclose any information it receives from the Owner to any other person or entity except to the extent necessary to allow it to perform its duties under this Contract for General Construction Management Services. 24.4 Because it is difficult to separate proprietary and confidential information from that which is not, the Construction Manager shall instruct its employees and agents to regard all information which is not in the public domain as information which is proprietary and confidential. 24.5 Submission or distribution of documents to meet official regulatory requirements or for other required purposes in connection with the Project is not to be construed as publication in derogation of the Owner's common law copyrights or other reserved rights. ARTICLE 25 INSURANCE REQUIREMENTS 25.1 The Construction Manager shall provide the Insurance as described in Exhibit D Attachment number 1 Page 32 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 33 of 64 ARTICLE 26 OWNER’S RIGHT TO STOP WORK 26.1 If the Construction Manager fails or refuses to perform or fails to correct defective work as required, or persistently fails to carry out the Work in accordance with the Contract for General Construction Management Services, the Owner may, by written notice, order the Construction Manager to cease and desist in performing the Work or any portion of the Work until the cause for the order has been eliminated to the satisfaction of the Owner. Upon receipt of such instruction, the Construction Manager shall immediately cease and desist as instructed by the Owner and shall not proceed further until the cause for the Owner’s order has been corrected, no longer exists, or the Owner instructs that the work may resume. 26.1.1 The Construction Manager shall not be entitled to an adjustment in the time for performance or the Contract Amount under this clause since such stoppages are considered to be the fault of the Construction Manager. 26.1.2 The right of the Owner to stop work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Construction Manager or others. 26.1.3 In the event the Owner issues instructions to cease and desist, and in the further event that the Construction Manager fails and refuses with seven (7) calendar days to provide adequate assurance to the Owner that the cause of such instructions will be eliminated or corrected, then the Owner shall have the right, but not the obligation, to carry out the work or any portion of the work with its own forces, or with the forces of another Construction Manager, and the Construction Manager shall be responsible for the cost of performing such Work by the Owner. 26.1.4 The rights set forth herein are in addition to, and without prejudice to, any other rights or remedies the Owner may have against the Construction Manager. ARTICLE 27 TERMINATION OR SUSPENSION OF CONTRACT 27.1 The Owner may terminate this Contract for General Construction Management Services for cause if the Construction Manager materially breaches this Contract for General Construction Management Services, including without limitation by: 27.1.1 Refusing, failing or being unable to properly manage or perform work on the Project; 27.1.2 Refusing, failing or being unable to supply the Project with sufficient numbers of workers, properly skilled workers, proper materials, or maintain applicable schedules; 27.1.3 Refusing, failing or being unable to make prompt payment to subcontractors or suppliers; 27.1.4 Disregarding laws, ordinances, rules, regulations or orders of any public authority having jurisdiction over the Project; 27.1.5 Refusing, failing or being unable to substantially perform in accordance with the terms of the Contract for General Construction Management Services as determined by the Owner, or as otherwise defined elsewhere herein; 27.1.6 Refusing, failing or being unable to substantially perform in accordance with the terms of any other agreement between the Owner and Construction Manager. 27.2 Upon the occurrence of any of the events described in Paragraph 27.1, the Owner may give written notice to the Construction Manager setting forth the nature of the default and requesting cure within seven (7) calendar days from the date of the notice. At any time thereafter, if the Construction Manager fails to initiate the cure or if the Construction Manager fails to expeditiously continue such cure until complete, the Owner may give written notice to the Construction Manager of immediate termination, and the Owner, without prejudice to any other rights or remedies, may take any or all of the following actions: Attachment number 1 Page 33 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 34 of 64 27.2.1 Complete all or any part of the Project, including supplying workers, material and equipment which the Owner deems expedient to complete the Project; 27.2.2 Contract with others to complete all or any part of the Project, including supplying workers, material and equipment which the Owner deems expedient to complete the Project; 27.2.3 Take such other action as is necessary to correct such failure; 27.2.4 Take possession of all materials, tools, construction equipment and machinery on the Site owned or leased by the Construction Manager; 27.2.5 Directly pay the Construction Manager’s subcontractors and suppliers compensation due to them from the Construction Manager; 27.2.6 Finish the Project by whatever method the Owner may deem expedient; 27.2.7 Require the Construction Manager to assign the Construction Manager’s right, title and interest in any or all of Construction Manager’s subcontracts or orders to the Owner. 27.3 If the Owner terminates the Contract for General Construction Management Services for cause, and the Owner takes possession of all materials, tools, construction equipment and machinery on the Site owned or leased by the Construction Manager, the Construction Manager’s compensation shall be increased by fair payment, either by purchase or rental at the election of the Owner, for any materials, tools, construction equipment and machinery items retained, subject to the Owner’s right to recover from the Construction Manager the Owner’s damages resulting from the termination. 27.4 If the Owner terminates this Contract for General Construction Management Services for cause, and it is subsequently determined by a court of competent jurisdiction that such termination was without cause, then in such event, said termination shall be deemed a termination for convenience as set forth in Paragraph 27.6. 27.5 The Construction Manager may terminate this Contract for General Construction Management Services for cause if the Owner materially breaches this Contract for General Construction Management Services by: 27.5.1 Refusing, failing or being unable to make prompt payment to the Construction Manager without just cause; 27.5.2 Disregarding laws, ordinances, rules, regulations or orders of any public authority having jurisdiction over the Project; or refusing, failing or being unable to substantially perform in accordance with the terms of this Contract for General Construction Management Services or any other agreement between the Owner and the Construction Manager. 27.5.3 Upon the occurrence of any of the events described in Paragraph 27.5, the Construction Manager may give written notice to the Owner setting forth the nature of the default and requesting cure within seven (7) calendar days from the date of notice. If the Owner fails to cure the default within seven (7) calendar days, the Construction Manager, without prejudice to any rights or remedies, may give written notice to the Owner of immediate termination. 27.6 The Owner may at any time give written notice to the Construction Manager terminating this Contract for General Construction Management Services or suspending the Project, in whole or in part, for the Owner’s convenience and without cause. If the Owner suspends the Project for its convenience, the Construction Manager shall immediately reduce its staff, services and outstanding commitments in order to minimize the cost of suspension. 27.7 If this Contract For Construction is terminated by the Construction Manager pursuant to Paragraph 27.5; terminated by the Owner pursuant to Paragraph 27.6; or suspended more than three months by the Owner pursuant to Paragraph 27.6, the Owner shall pay the Construction Manager specified amounts due for work actually performed prior to the effective termination date and reasonable costs associated with termination. The Owner may agree to additional compensation, if any, due to the Construction Manager. Absent agreement on the additional amount due the Construction Manager, the Owner shall pay the Construction Manager: Attachment number 1 Page 34 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 35 of 64 27.7.1 Reasonable costs incurred in preparing to perform the terminated portion of the Project, and in terminating the Construction Manager's performance, plus a fair and reasonable allowance for overhead and profit thereon (such profit shall not include anticipated profit or consequential damages); provided, however, that if it appears that the Construction Manager would not have profited or would have sustained a loss if the Project had been completed, no profit shall be allowed or included, and the amount of compensation shall be reduced to reflect the anticipated rates of loss, if any; 27.7.2 Reasonable costs of settling and paying claims arising out of the termination of subcontracts or supplier orders. These costs shall not include amounts paid in accordance with other provisions hereof. 27.8 If this Contract for General Construction Management Services is terminated by the Owner for cause pursuant to Paragraph 27.1, no further payment shall be made to the Construction Manager until Final Completion of the Project. At such time, the Construction Manager shall be paid the remainder of the Contract Amount less all costs and damages incurred by the Owner as a result of the default of the Construction Manager, including liquidated damages applicable thereto. The Construction Manager shall reimburse the Owner for any additional costs or expenses incurred. 27.9 Irrespective of the reason for termination or the party terminating, the total sum paid to the Construction Manager shall not exceed the Contract Amount, as properly adjusted, reduced by the amount of payments previously made and penalties or deductions incurred pursuant to any other provision of this Contract for General Construction Management Services, and shall in no event include duplication of payment. 27.10 Irrespective of the reason for termination or the party terminating, if this Contract for General Construction Management Services is terminated, the Construction Manager shall, unless notified otherwise by the Owner: 27.10.1 Immediately stop work; 27.10.2 Terminate outstanding orders and subcontracts; 27.10.3 Settle the liabilities and claims arising out of the termination of subcontracts and orders; 27.10.4 Transfer title and deliver to the Owner such completed or partially completed work, and, if paid for by the Owner, materials, equipment, parts, fixtures, information and such contract rights as the Construction Manager has. 27.11 The right to terminate or suspend the Project shall not give rise to a duty on the part of either the Owner or the Construction Manager to exercise that right for the benefit of the Owner, the Construction Manager or any other persons or entities. 27.12 If the Construction Manager fails to file a claim within one (1) year from the effective date of termination, the Owner shall pay the Construction Manager only for services actually performed and expenses actually incurred prior to the effective termination date. ARTICLE 28 APPLICABLE LAW AND DISPUTE RESOLUTION 28.1 This Contract for General Construction Management Services shall be deemed to be entered into in and shall be interpreted under the laws of the state of Georgia. 28.2 Except as expressly prohibited by law: 28.2.1 All legal actions hereunder shall be conducted only in Superior Court of Richmond County and having subject matter jurisdiction over the matter in controversy; except that any final judgment may be enforced in other jurisdictions in any manner provided by law; 28.2.2 The choice of jurisdiction and venue described in the preceding paragraph shall be mandatory and not permissive in nature, thereby precluding the possibility of litigation or trial in any jurisdiction or venue other than that specified herein; Attachment number 1 Page 35 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 36 of 64 28.2.3 The parties waive any right to assert the doctrine of forum non conveniens or to object to venue. 28.3 In case of any dispute, claim, question or disagreement arising from or relating to the Project or arising out of this Contract for General Construction Management Services or the breach thereof, the parties shall first attempt resolution through mutual discussion. 28.4 If the parties cannot resolve any dispute, claim, question, or disagreement arising from or relating to the Project or arising out of this Contract for General Construction Management Services or the breach thereof through mutual discussion, as a condition precedent to any litigation, the parties shall in good faith participate in private, non-binding facilitative mediation seeking a just and equitable solution satisfactory to all parties. 28.4.1 All parties to mediation shall promptly provide all other parties to the mediation with copies of essential documentation relevant to the support or defense of the matter being mediated. 28.4.2 The parties shall not be required to mediate for a period greater than ninety (90) calendar days unless otherwise agreed to in writing by the parties. The parties shall share equally any administrative costs and fees of such proceedings, but shall each be responsible for their own expenses otherwise incurred. 28.4.3 In the event that the statute of limitations would run during the required mediation period, either party may institute litigation so as to avoid the running of such statute upon the condition that such party immediately seek a stay of such litigation pending the conclusion of the mediation period. 28.4.4 During the course of mediation, any party to the mediation may apply for injunctive relief from any court of competent jurisdiction until the mediation period expires or the dispute is otherwise resolved. 28.4.5 The Owner, the Engineer, the Architect, the Construction Manager, and any other parties involved in any way in the design or construction of the Project are bound, each to each other, by this requirement to mediate prior to commencement of any litigation, provided that they have signed this Contract for General Construction Management Services or an agreement that incorporates this Contract for General Construction Management Services by reference or signed any other agreement which binds them to mediate. Each such party agrees that it may be joined as an additional party to a mediation involving other parties under any such agreement. In the case where more than one mediation is begun under any such agreement and any party contends that the mediations are substantially related, the mediations may be conducted by the mediator selected in the first mediation which was commenced. 28.5 Neither party to this Contract for General Construction Management Services shall enter into any contract with regard to the Project which directly or indirectly gives the right to resolve any dispute with, involving, or affecting the other to any other person or legal entity which is in conflict with the dispute resolution procedures required by this Article. 28.6 In case of a dispute relating to the Project, or arising out of this Contract for General Construction Management Services, no party to this Contract for General Construction Management Services shall be required to participate in or be bound by, any mediation proceedings. 28.7 The Owner and the Construction Manager agree that pending the resolution of any dispute, controversy, or question, the Owner and the Construction Manager shall each continue to perform their respective obligations without interruption or delay, and the Construction Manager shall not stop or delay the performance of the Project. ARTICLE 29 DAMAGES AND REMEDIES Attachment number 1 Page 36 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 37 of 64 29.1 The Construction Manager shall, at its expense, promptly correct, repair, or replace all goods, products, materials, systems, labor and services which do not comply with the warranties and guarantees set forth in this Contract for General Construction Management Services, or any other applicable warranty or guarantee. 29.2 The Construction Manager shall promptly reimburse the Owner for any expenses or damages incurred by the Owner as a result of the Construction Manager's failure to substantially perform the Work in accordance with the terms of this Contract for General Construction Management Services; breach of the warranties and guarantees set forth in this Contract for General Construction Management Services or any other applicable warranty or guarantee; or other deficiencies or omissions of the Construction Manager. 29.3 The Owner's selection of one or more remedies for breach of this Contract for General Construction Management Services contained herein shall not limit the Owner's right to invoke any other remedy available to the Owner under this Contract for General Construction Management Services or by law. 29.4 The Construction Manager shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to, lost profits, lost business opportunities, unabsorbed overhead or any indirect consequential damages. 29.5 The Owner is entitled to interest on all amounts due from the Construction Manager that remain unpaid thirty (30) days after the amount is deemed due, whether as a result of a resolution of a dispute or otherwise. Any such interest shall be calculated by the same method as set forth in Article 7.13. ARTICLE 30 MISCELLANEOUS PROVISIONS 30.1 This Contract for General Construction Management Services represents the entire and integrated agreement between the Owner and the Construction Manager, and supersedes all prior negotiations, representations or agreements, either written or oral, for the Project. This Contract for General Construction Management Services may be amended only by written instruments signed by both the Owner and the Construction Manager, and is subject to such reasonable modifications as may be required by the Owner's lenders or insurers. 30.2 If any provision of this Contract for General Construction Management Services, or the application thereof, is determined to be invalid or unenforceable, the remainder of that provision and all other provisions shall remain valid and enforceable. 30.3 No provision of this Contract for General Construction Management Services may be waived except by written agreement of the parties. A waiver of any provision on one occasion shall not be deemed a waiver of that provision on any subsequent occasion, unless specifically stated in writing. A waiver of any provision shall not affect or alter the remaining provisions of this Contract for General Construction Management Services. 30.4 No failure of the Owner to insist upon strict compliance by the Construction Manager with any provision of this Contract for General Construction Management Services shall operate to release, discharge, modify, change or affect any of the Construction Manager’s obligations. 30.5 This Contract for General Construction Management Services shall inure solely to the benefit of the parties hereto and their successors and assigns, and, except as otherwise specifically provided in this Contract for General Construction Management Services, nothing contained in this Contract for General Construction Management Services is intended to or shall create a contractual relationship with, or any rights or cause of action in favor of, any third party against either the Owner or the Construction Manager. 30.6 All provisions of this Contract for General Construction Management Services which contain continuing obligations shall survive its expiration or termination. Attachment number 1 Page 37 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 38 of 64 30.7 The Construction Manager shall not assign any or all of its benefits or executory obligations under this Contract for General Construction Management Services without the approval of the Owner, except in case of assignment to a wholly owned subsidiary. 30.8 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, appropriate and proper credit for architectural and other services shall be given to the Engineer and Owner respectively and shall not be released without prior permission of the Owner. 30.9 The payment of any sums by the Owner shall not constitute a waiver of any claims for damages by the Owner for any breach of the Agreement by the Construction Manager. 30.10 Except where specifically stated otherwise, all periods of time stated in terms of days shall be considered periods calculated in calendar days. 30.11 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. 30.12 For the purpose of this Agreement unless the context clearly indicates otherwise, the singular includes the plural, and the plural includes the singular. 30.13 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. 30.14 Non-discrimination. The Contractor shall not discriminate against any employee, or applicant for employment, because of race, creed, religion, color, sex or national origin, marital status, physical handicap or sexual orientation. Further, Contractor agrees, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, that (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use Airport, (2) in the furnishing of services at Airport, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, and (3) Contractor shall use Airport facilities in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152 and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as such Title and Regulations may be amended. ARTICLE 31 INDEMNIFICATION 31.1 Notwithstanding anything to the contrary contained herein, the Construction Manager shall indemnify and hold harmless the Owner, the Owner’s Representative, the Board of Commissioners, the Aviation Commissioners, elected officials 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 the Construction Manager's performance or failure to perform its obligations under this Agreement or from any claim, damage, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or destruction of personal and/or real property including the loss of use resulting therefrom and caused by any negligent act or omission of the Construction Manager, anyone directly or indirectly employed by the Construction Manager or anyone for whose acts the Construction Manager 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. 31.1.1 To the fullest extent permitted by law, the Construction Manager, for itself and for its subcontractors and suppliers, and the respective agents, employees and servants of each, expressly waives any and all immunity or damage limitation provisions available to any agent, employee or servant under any Workers or Workmen's compensation acts, disability benefit Attachment number 1 Page 38 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 39 of 64 acts or other employee benefit acts, to the extent such statutory or case law would otherwise limit the amount recoverable by the Owner or the Owner’s Related Parties pursuant to the indemnification provision contained in the paragraph above. 31.2 Except as otherwise set forth in this Agreement, the Construction Manager, the Engineer, the Architect, the Owner’s Representative, 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 not limited to, any of the following events or occurrences: fire, flood, earthquake, epidemic, atmospheric condition of unusual severity, war, and strikes. The Owner shall not be liable to the Construction Manager for acts or failures to act by the Architect or the Engineer. 31.3 To the fullest extent permitted by law, the Construction Manager shall defend, protect, hold harmless, and indemnify the Owner, the Owner’s Representative, and the other Owner Consultant’s from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants), by whomsoever brought or alleged, for infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes or products of a particular manufacturer expressly required by the Owner or Engineer in writing. If the Construction Manager has reason to believe the use of a required design, process or product is an infringement of a patent, the Construction Manager shall be responsible for such loss unless such information is promptly given to the Owner. ARTICLE 32 CONSTRUCTION MANAGER’S REVIEWS AND EVALUATIONS 32.1 The Construction Manager acknowledges its continuing duty to review and evaluate the Contract Documents during the performance of its services and shall immediately notify the Engineer about any problems, conflicts, defects, deficiencies, inconsistencies or omissions it discovers in or between the Contract Documents; and variances it discovers between the Contract Documents and applicable laws, statutes, building codes, rules and regulations. 32.2 If the Construction Manager performs any work which it knows involves a recognized problem, conflict, defect, deficiency, inconsistency or omission in the Contract Documents; or a variance between the Contract Documents and requirements of applicable laws, statutes, building codes, rules and regulations, without notifying the Engineer and prior to receiving written authorization from the Engineer to proceed, the Construction Manager shall be responsible for the consequences of such performance. 32.3 Before ordering any materials or doing any Project, the Construction Manager and Subcontractors shall verify all measurements at the Site and shall be responsible for the correctness of same. Any discrepancies shall be reported in writing to the Engineer prior to proceeding with the work. No extra charge or compensation will be considered due to differences between actual measurements and dimensions indicated on drawings, if such differences do not result in a change in the scope of work or if the Engineer failed to receive written notice before the work was performed. 32.4 Prior to signing this Contract for General Construction Management Services, the Construction Manager has: 32.4.1 Visited the Site and become familiar with local conditions under which the Project is to be constructed and operated; 32.4.2 Reviewed and familiarized itself with the Site survey and any existing structures on the Site, and gathered all other information necessary for a full understanding of the Project; 32.4.3 Reviewed all available as-built and record drawings, plans and specifications )if applicable); 32.4.4 Thoroughly inspected the on-site conditions, including structures and other features to be modified or remodeled, prior to submission of bid, but in all events prior to signing this Contract for General Construction Management Services. 32.5 Claims resulting from the Construction Manager’s failure to familiarize itself with the Site or pertinent documents shall be deemed waived. Attachment number 1 Page 39 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 40 of 64 ARTICLE 33 PROHIBITION AGAINST CONTINGENT FEES 33.1 The Construction Manager by execution of this Contract warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Contract and that he has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for him, any fees, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract. ARTICLE 34 EXHIBITS AND ATTACHMENTS 34.1 Attached hereto and incorporated herein as part of this Contract are Exhibit A – Scope of Work, Exhibit B – Provisional Project Schedule, Exhibit C – Initial List of Drawings, Specifications, and Addendums, Exhibit D – Insurance, Exhibit E – Asbestos-Statement of Declaration, Exhibit F – Non Collusion Affidavit, and Exhibit G – Authorization for Construction, Exhibit H – Unit Prices. ARTICLE 25 ENTIRE AGREEMENT 35.1 This Agreement and its Exhibits and Attachments represent the entire and integrated agreement between the Owner and the Construction Manager and it supersedes all prior communications, discussions, negotiations, understandings, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager In witness whereof, each individual executing this agreement acknowledges that he/she/it is authorized to execute this agreement and further acknowledges the execution of this agreement on the date signed below. Owner:Construction Manager: CITY OF AUGUSTA, GEORGIA CHOATE CONSTRUCTION COMPANY By: (Signature)(Seal)(Signature)(Seal) (Name)(Name) (Title)(Title) 530 Greene Street 101 Mulberry Blvd., Suite 200 (Street Address – No PO Box)(Street Address – No PO Box) Augusta, Georgia 30901 Pooler, Georgia 31322 (City, State, Zip)(City, State, Zip) Date of Signature Date of Signature Attachment number 1 Page 40 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 41 of 64 Exhibit A Scope of Work The scope of work includes the following: General:Provide Construction Management Services to construct the new FBO Building Trade, Exhibit and Event Center for the Owner, including but not limited to: A. Pre-Construction Services a. Construction Documents Review. i. The Construction Manager is required, in accordance with the schedule requirements, to Review Construction Documents and other information. ii. The Construction Manager shall, in accordance with schedule requirements, review applicable Construction Schedule(s), the estimate of Total Project Construction Cost, the cost of local utilities, fees for permits and licenses, any modifications necessitated by local conditions, other information necessary for a full understanding of the Project, and the review Construction Documents. The Construction Manager shall: 1. examine the review Construction Documents for clarity, adequacy of detail, consistency, accuracy and completeness; 2. identify conflicts, omissions or overlaps in the proposed divisions of the Work, evaluate the completeness of intended bid categories, and identify unusual design details affecting construction cost and schedules; 3. apply established value engineering principles and practices to reduce the cost of the Project; 4. identify factors with the potential to impact the Construction Schedule such as materials with long lead time, the unavailability of required labor, and other factors and make suggestions for acceptable alternatives; 5. recommend proposed modifications or alternatives to the review Construction Documents based on its evaluation and review; 6. notify the Owner and the Engineer in writing of any variances between the Construction Documents and applicable laws, statutes, building codes, rules and regulations of which it is aware; and 7. notify the Owner and the Engineer in writing of all problems, conflicts, defects or deficiencies in the review Construction Documents of which it is aware. iii. The Construction Manager shall, in accordance with schedule requirements, assist the Architect and the Engineer with the resolution of all problems, conflicts, defects or deficiencies identified during the review and evaluation of the review Construction Documents. iv. Upon completion of the examination of the review of the 90% Construction Documents, the CM is required, in accordance with schedule requirements, to prepare and submit a 90% Construction Documents estimate of Total Project Construction Cost. b. Planning And Scheduling: i. Construction Schedule. The Construction Manager understands and acknowledges the Owner's intent that the Project will be complete by the dates of Substantial Completion. The Construction Manager shall timely prepare and submit the Construction Schedule for the Owner's review and approval. The Construction Schedule shall complement, and shall not conflict with, the Design Schedule. ii. The Construction Manager shall establish and timely submit for Owner review: 1. Project cost control procedures; Attachment number 1 Page 41 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 42 of 64 2. Project reporting procedures; 3. Project Manual; 4. Quality Management Program; 5. Local Small Business Participation Plan; and 6. Staffing Plan for the Construction period. c. Guaranteed Maximum Price Proposal. i. Guaranteed Maximum Price Proposal. The Construction Manager shall prepare and deliver to the Owner, with copies to the Engineer, a Guaranteed Maximum Price (“GMP”) proposal. The Construction Manager shall, at a minimum, include in the GMP proposal: 1. a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; 2. the estimated Subcontracts Cost, detailed by each subcontract, and trade or bid division,; and 3. a description of all other inclusions to or exclusions from the GMP; a. all assumptions and clarifications; b. the proposed dates of Substantial Completion upon which the GMP is based; c. an outline of preliminary Construction Schedule showing proposed start and finish dates of major components of construction; and d. the date by which the GMP proposal must be accepted by the Owner. d. General Conditions Cost. The General Conditions Costs for which the Construction Manager may be paid pursuant to this Agreement shall be limited to the amounts actually and reasonably incurred and paid by the Construction Manager in the interest of the Project, and in performance of Services and the Work. For the purposes of this contract, the General Conditions costs are based on the construction duration of 11 months beginning May 1, 2011. Preconstruction services will begin concurrent with the construction phase. Items that are included within the General Conditions Costs for which the Construction Manager is entitled to no additional compensation include, without limitation: i. Wages and salaries of the Construction Manager’s supervisory, technical, administrative and clerical personnel engaged in supervision and management of the Work on or off the Project Site; ii. Cost of fringe benefits, contributions, assessments and taxes, including for example such items as Unemployment Compensation and Social Security, to the extent that such cost is required by law and is based on the compensation paid to the Construction Manager’s employees; iii. Costs, including transportation and storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers, that are provided by the Construction Manager at the Site and fully consumed in the performance of the Work; and cost (less salvage value) of such items if not fully consumed, whether sold to others or retained by the Construction Manager. Cost for items previously used by the Construction Manager shall mean fair market value; iv. Costs incurred to provide Site safety and security, including temporary stairs, ladders, barricades, fire extinguishers, Site security fences, perimeter protection, first aid, etc. v. Costs of removal of debris from the Site, etc.; vi. Costs of document reproduction including bid sets, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the Site and reasonable petty cash expenses of the Site office, etc.; Attachment number 1 Page 42 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 43 of 64 vii. That portion of the reasonable expenses of the Construction Manager’s personnel incurred while traveling in discharge of duties directly connected with the Work; viii. That portion of insurance (GL and Auto), Builders Risk, and Performance & Payment bond premiums that can be directly attributed to this Contract for Construction are required. Premiums shall be net of trade discounts, volume discounts, dividends and other adjustments; ix. Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by this Contract to pay; x. Data processing costs directly related to the Work; however, these costs shall not include any hardware, software, or CADD costs unless approved by the Owner in writing; xi. Expenses incurred in accordance with the Construction Manager’s standard personnel policy for relocation and temporary living allowances of personnel required for the Work, if approved by the Owner; xii. The cost of obtaining and using all utility services (electric, gas, water, sewer,, etc.) required for the Work, etc.; xiii. Cost of temporary use of permanent equipment; xiv. The cost of crossing or protecting any public utility, if required, and as directed by the Owner; xv. All reasonable costs and expenditures necessary for the operation of the Site office, such as stationary, supplies, blueprinting, furniture, fixtures, office equipment and field computer services, provided that quantity and rates are subject to Owner’s prior written approval; xvi. The cost of secure off-site storage space or facilities approved in advance by Owner; xvii. Rental charges for temporary facilities, and for machinery, equipment, and tools not customarily owned by construction workers; however any rental charge shall not exceed the purchase price of such facilities, machinery, equipment or tools; xviii. Costs for Site surveys, field engineering, clean-up (daily and final), etc.; xix. Other expenses or charges properly incurred and paid in the prosecution of the Work, with the prior written approval of the Owner. xx. General Conditions’ costs will be included in the Guaranteed Maximum Price (GMP). e. Management Fee. Items within the Management Fee for which the Construction Manager is entitled to no additional compensation include, without limitation: i. direct costs incurred with the exception of those specifically enumerated compensable as a General Conditions Cost or a Subcontracts Cost; ii. the cost of Construction Manager’s home or branch office employees or consultants not at the Project Site; iii. non-field office (home and branch office) operational expenses such as telegrams, telephone service and long-distance and zone telephone charges, postage, office supplies, expressage, and other similar expenses; iv. data-processing costs indirectly related to the Work; including hardware, software, and CAD costs; v. cost of all non-project specific insurance; vi. all general operating expenses; vii. all capital expenses, including any interest; viii. all sales, use or similar taxes related to the Project imposed by any governmental authority on the Construction Manager's services and non-reimbursable costs; ix. any costs which would cause the Construction Price to exceed the GMP; and Attachment number 1 Page 43 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 44 of 64 x. any costs or expenses incurred by the Construction Manager, not included in the General Conditions Cost, for provision of management services necessary to complete the Project in an expeditious and economical manner consistent with this Contract For Construction and the best interests of the Owner. f. The Construction Manager acknowledges that the Construction Documents may be incomplete at the time the Construction Manager delivers the GMP proposal, and that the Construction Documents may not be completed until after commencement of the Work. Nevertheless, the GMP proposal shall include payment for Work required by the completed Construction Documents, and if the GMP proposal is accepted by the Owner, the Construction Manager shall be entitled to no increase in the GMP if the Work required by the completed Construction Documents: i. is required by this Contract For Construction, ii. is reasonably inferable from the incomplete documents, iii. is consistent with the Owner’s stated goals and program objectives, iv. is consistent with general industry standards for completion of the Work, v. is not a substantial enlargement of the scope of Work portrayed by the incomplete documents, or vi. substantially conforms to the nature, type, kind or quality of Work depicted in the incomplete documents. g. If the GMP proposal is unacceptable to the Owner, the Owner shall promptly so notify the Construction Manager in writing. Within fourteen calendar days of such notification, the Owner, Professional(s) and Construction Manager shall meet to discuss and resolve any differences, inconsistencies, or misunderstandings and to negotiate recommended adjustments to the Work and/or to the GMP. h. The Owner may, at its sole discretion and based upon its sole judgment, i. indicate its acceptance of a GMP proposal; or ii. reject a GMP proposal, in which case the Owner may terminate the Project or proceed to construct the Project using a party or parties other than the Construction Manager. i. If the Owner rejects a GMP proposal, neither party shall have any further obligation pursuant to the Contract for General Construction Management Services. j. If the Owner accepts a GMP proposal, the parties shall complete and execute the Exhibit G – Authorization for Construction, and the Owner shall issue a written notice to the Construction Manager (“Notice To Proceed”) establishing the date construction is to commence (the “Commencement Date”). The Construction Manager shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of the Owner. k. Price Guarantees. i. Upon execution of Exhibit G, the Construction Manager guarantees that the Construction Price shall not exceed the GMP. All costs or expenses that would cause the Construction Price to exceed the GMP shall be borne by the Construction Manager unless adjusted by Change Order. ii. Upon execution of Exhibit G, the Construction Manager guarantees that the General Conditions Cost shall not exceed the General Conditions Guaranteed-Maximum Cost and that all costs or expenses that would cause the General Conditions Cost to exceed the General Conditions Guaranteed- Maximum Cost shall be borne by the Construction Manager unless adjusted by Change Order. iii. Upon execution of Exhibit G, the Construction Manager guarantees that, 1. unless adjusted by Change Order, the final cost to the Owner of each individual subcontract, trade or bid division shall not exceed the sum total of the estimated cost for that subcontract, trade or bid division as set forth in the GMP; and Attachment number 1 Page 44 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 45 of 64 2. the cost of any subcontract, trade or bid division exceeding the sum total of the estimated for that subcontract, trade or bid division shall be borne by the Construction Manager unless adjusted by Change Order B. Construction Services a. Bidding and Negotiation. i. With the Engineer’s assistance, the Construction Manager shall prepare and assemble document packets for use in bidding or negotiating the Subcontracts Cost. ii. The Construction Manager shall develop subcontractor and supplier interest for each division of the Work and shall pre-qualify proposed subcontractors using a pre-qualification form approved by the Owner and Engineer. iii. The Construction Manager shall: 1. submit to the Engineer the proposed list of subcontractors and review and evaluate information received from the Engineer regarding proposed subcontractors; and 2. evaluate the technical competence of all pre-qualified subcontractors. iv. The Construction Manager shall negotiate or competitively bid each trade category only by invitation to pre-qualified subcontractors. In the event a subcontractor does not meet a pre-qualification requirement, the Construction Manager in its best judgment may, with the Owner's prior approval, still allow the subcontractor to bid. The Construction Manager shall obtain a minimum of 5 subcontractors for each specification section with a value over $25,000. v. The Construction Manager shall review the subcontract breakdowns utilized in the GMP and use its best efforts to obtain bids which are less than the final GMP estimates. vi. The Construction Manager shall conduct bid openings in the presence of the Owner’s Representative. The Construction Manager shall communicate bid results to the Owner and the Engineer, and to no other persons or entities. vii. The Construction Manager shall, for each subcontract, trade or bid division: 1. determine the final bid amounts, 2. prepare and furnish to the Owner a bid tabulation which includes by subcontract, trade and/or bid division, the applicable final GMP estimate and the related final bid amount; 3. identify to the Owner in writing the subcontractors to which the Construction Manager recommends award of subcontracts; and 4. award and enter into a subcontract between itself and each subcontractor which it has recommended, unless otherwise notified by the Owner. b. Construction Supervision. i. Commencing with the award of the first subcontract and terminating on the date of Final Completion, the Construction Manager shall provide the following services: 1. The Construction Manager shall supervise and direct the Work at the Site. The Construction Manager shall, at a minimum, staff the Project Site with personnel who shall: a. Supervise and coordinate the Construction Manager's personnel and act as its primary liaison with the Owner and the Owner's Consultant(s); b. Coordinate trade contractors and suppliers, and supervise Site construction management services; c. Be familiar with all trade divisions and trade contractors’ scopes of Work, all applicable building codes, the Construction Documents, and this Contract; d. Check and review shop drawings and materials delivered to the Site, regularly review the Work to determine its compliance with the Construction Documents and this Contract, Attachment number 1 Page 45 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 46 of 64 periodically confer with the appropriate Owner's consultant(s) to assure acceptable levels of quality; and e. Prepare and maintain Project records, process documents, and staff the Site field office. 2. The Construction Manager shall promptly reject any Work which does not conform to the Construction Documents or which does not comply with any applicable law, statute, building code, rule or regulation of any public authority or agency of which it is aware. The Construction Manager shall immediately notify the Engineer(s) and the Owner in writing when it has rejected any Work. 3. The Construction Manager shall comply with and cause its subcontractors and suppliers to comply with the Project Construction Schedule and applicable sub-schedules. The Construction Manager shall obtain and review schedules from subcontractors and suppliers, coordinate sub-schedules with the Construction Schedule, and enforce compliance with the all applicable schedules to insure timely completion of the Work. If at any time a Project is delayed, the Construction Manager shall immediately notify the Owner of the probable cause(s) and possible alternatives, and make recommendations to minimize expense to the Owner. 4. The Engineer will visit the Project Site at intervals appropriate to the stage of construction and with sufficient frequency to familiarize itself with the progress and quality of the Work and to inspect the Work. The Construction Manager shall request that the Engineer visit the Site at additional times as the Construction Manager deems necessary to attend meetings, inspect the Work, and render interpretations regarding the Work necessary for the proper execution of the Work. The Engineer’s interpretations and decisions shall be final regarding the Construction Documents and the Work. c. Construction Manager's On-Site Facilities. i. Commencing at the date of Commencement and terminating on the date of Final Completion, the Construction Manager shall provide a Site field office and toilet facilities at the Project Site. 1. The field office facilities shall be large enough to accommodate required meetings and shall include office furnishings and equipment such as desks, telephones, computers, copiers and other similar office equipment. 2. The Construction Manager shall maintain in the Site field office, on a current basis, all necessary Construction Documents, schedules, shop drawings, product data, samples, purchase orders, maintenance manuals and instructions, daily logs, correspondence, memoranda, and all other Project related documents. 3. The Construction Manager shall provide temporary toilets at the Site for all workers for the duration of the construction period. 4. The Construction Manager shall provide in the field office a workstation with phone and web access for the Owner’s Representative, included in the GMP. Attachment number 1 Page 46 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 47 of 64 Exhibit B Provisional Project Schedule Attachment number 1 Page 47 of 64 Item # 7 ID Task Name Duration Start Finish 1 Team Selection 88 days Mon 3/7/11 Wed 7/6/11 2 Bid Date 0 days Fri 6/17/11 Fri 6/17/11 3 Commission Approval - Letter of Intent 5 days Thu 6/23/11 Wed 6/29/11 4 Prepare and Execute Precon Contract 5 days Thu 6/30/11 Wed 7/6/11 5 Issue Notice to Proceed 0 days Wed 7/6/11 Wed 7/6/11 6 Design 57 days Mon 3/7/11 Tue 5/24/11 15 Preconstruction 40 days Mon 4/11/11 Fri 6/3/11 24 Permitting Activities 48 days Mon 4/11/11 Wed 6/15/11 25 LDP 6 wks Mon 4/11/11 Fri 5/20/11 26 Demolition Permit 2 wks Mon 4/11/11 Fri 4/22/11 27 Building Permit 4 wks Thu 5/19/11 Wed 6/15/11 28 Long Lead Procurement 66 days Thu 6/30/11 Thu 9/29/11 29 Structural Steel 32 days Thu 6/30/11 Fri 8/12/11 30 Buyout 1 day Thu 6/30/11 Thu 6/30/11 31 Prepare Submittals 2 wks Fri 7/1/11 Thu 7/14/11 32 Approve Submittals 1 day Fri 7/15/11 Fri 7/15/11 33 Fabrication 4 wks Mon 7/18/11 Fri 8/12/11 34 Aluminum Doors and Window 66 days Thu 6/30/11 Thu 9/29/11 35 Buyout 1 day Thu 6/30/11 Thu 6/30/11 36 Prepare Submittals 4 wks Fri 7/1/11 Thu 7/28/11 37 Approve Submittals 1 wk Fri 7/29/11 Thu 8/4/11 38 Fabrication 8 wks Fri 8/5/11 Thu 9/29/11 39 Wood Doors, Frames, Hardware 46 days Thu 6/30/11 Thu 9/1/11 40 Buyout 1 day Thu 6/30/11 Thu 6/30/11 41 Prepare Submittals 2 wks Fri 7/1/11 Thu 7/14/11 42 Approve Submittals 1 wk Fri 7/15/11 Thu 7/21/11 43 Fabrication 6 wks Fri 7/22/11 Thu 9/1/11 44 Trusses 37 days Thu 6/30/11 Fri 8/19/11 45 Buyout 2 days Thu 6/30/11 Fri 7/1/11 46 Prepare Submittals 2 wks Mon 7/4/11 Fri 7/15/11 47 Approve Submittals 1 wk Mon 7/18/11 Fri 7/22/11 48 Fabrication 4 wks Mon 7/25/11 Fri 8/19/11 49 HVAC 57 days Thu 6/30/11 Fri 9/16/11 50 Buyout 2 days Thu 6/30/11 Fri 7/1/11 51 Prepare Submittals 3 wks Mon 7/4/11 Fri 7/22/11 52 Approve Submittals 2 wks Mon 7/25/11 Fri 8/5/11 53 Fabrication 6 wks Mon 8/8/11 Fri 9/16/11 54 Electrical 66 days Thu 6/30/11 Thu 9/29/11 55 Buyout 1 day Thu 6/30/11 Thu 6/30/11 56 Prepare Submittals 3 wks Fri 7/1/11 Thu 7/21/11 57 Approve Submittals 2 wks Fri 7/22/11 Thu 8/4/11 58 Fabrication 8 wks Fri 8/5/11 Thu 9/29/11 59 Standard Lead Items 59.5 days Thu 6/30/11 Wed 9/21/11 60 Concrete & Rebar 20 days Thu 6/30/11 Wed 7/27/11 61 Buyout 5 days Thu 6/30/11 Wed 7/6/11 62 Prepare Submittals 1 wk Thu 7/7/11 Wed 7/13/11 63 Approve Submittals 1 wk Thu 7/14/11 Wed 7/20/11 64 Fabrication 1 wk Thu 7/21/11 Wed 7/27/11 65 Wood Framing 10 days Thu 6/30/11 Wed 7/13/11 Team Selection 7/6 Bid Date 6/17 Commission Approval - Letter of Intent 6/29 Prepare and Execute Precon Contract 7/6 Issue Notice to Proceed 7/6 Design 5/24 Preconstruction 6/3 Permitting Activities 6/15 LDP 5/20 Demolition Permit 4/22 Building Permit 6/15 Long Lead Procurement 9/29 Structural Steel 8/12 Buyout 6/30 Prepare Submittals 7/14 Approve Submittals 7/15 Fabrication 8/12 Aluminum Doors and Window 9/29 Buyout 6/30 Prepare Submittals 7/28 Approve Submittals 8/4 Fabrication 9/29 Wood Doors, Frames, Hardware 9/1 Buyout 6/30 Prepare Submittals 7/14 Approve Submittals 7/21 Fabrication 9/1 Trusses 8/19 Buyout 7/1 Prepare Submittals 7/15 Approve Submittals 7/22 Fabrication 8/19 HVAC 9/16 Buyout 7/1 Prepare Submittals 7/22 Approve Submittals 8/5 Fabrication 9/16 Electrical 9/29 Buyout 6/30 Prepare Submittals 7/21 Approve Submittals 8/4 Fabrication 9/29 Standard Lead Items 9/21 Concrete & Rebar 7/27 Buyout 7/6 Prepare Submittals 7/13 Approve Submittals 7/20 Fabrication 7/27 Wood Framing 7/13 Qtr 2, 2010 Qtr 3, 2010 Qtr 4, 2010 Qtr 1, 2011 Qtr 2, 2011 Qtr 3, 2011 Qtr 4, 2011 Qtr 1, 2012 Qtr 2, 2012 Task Task Progress Critical Task Critical Task Progress Milestone Summary Rolled Up Task Rolled Up Critical Task Rolled Up Milestone Rolled Up Progress Split External Tasks Project Summary Group By Summary Deadline FBO Terminal Augusta Regional Airport Page 1 Project: FBO Terminal Date: Wed 6/29/11 Item # 7 ID Task Name Duration Start Finish 66 Buyout 10 days Thu 6/30/11 Wed 7/13/11 67 Caulking 52.5 days Thu 6/30/11 Mon 9/12/11 68 Buyout 15 days Thu 6/30/11 Wed 7/20/11 69 Prepare Submittals 2.5 wks Thu 7/21/11 Mon 8/8/11 70 Approve Submittals 2 wks Mon 8/8/11 Mon 8/22/11 71 Fabrication 3 wks Mon 8/22/11 Mon 9/12/11 72 Roofing 50 days Thu 6/30/11 Wed 9/7/11 73 Buyout 15 days Thu 6/30/11 Wed 7/20/11 74 Prepare Submittals 2 wks Thu 7/21/11 Wed 8/3/11 75 Approve Submittals 2 wks Thu 8/4/11 Wed 8/17/11 76 Fabrication 3 wks Thu 8/18/11 Wed 9/7/11 77 Drywall 45 days Thu 6/30/11 Wed 8/31/11 78 Buyout 10 days Thu 6/30/11 Wed 7/13/11 79 Prepare Submittals 2 wks Thu 7/14/11 Wed 7/27/11 80 Approve Submittals 2 wks Thu 7/28/11 Wed 8/10/11 81 Fabrication 3 wks Thu 8/11/11 Wed 8/31/11 82 Flooring 52.5 days Thu 6/30/11 Mon 9/12/11 83 Buyout 15 days Thu 6/30/11 Wed 7/20/11 84 Prepare Submittals 2.5 wks Thu 7/21/11 Mon 8/8/11 85 Approve Submittals 2 wks Mon 8/8/11 Mon 8/22/11 86 Fabrication 3 wks Mon 8/22/11 Mon 9/12/11 87 Painting 57.5 days Mon 7/4/11 Wed 9/21/11 88 Buyout 20 days Mon 7/4/11 Fri 7/29/11 89 Prepare Submittals 2.5 wks Mon 8/1/11 Wed 8/17/11 90 Approve Submittals 2 wks Wed 8/17/11 Wed 8/31/11 91 Fabrication 3 wks Wed 8/31/11 Wed 9/21/11 92 Plumbing 42.5 days Thu 6/30/11 Mon 8/29/11 93 Buyout 10 days Thu 6/30/11 Wed 7/13/11 94 Prepare Submittals 2.5 wks Thu 7/14/11 Mon 8/1/11 95 Approve Submittals 5 days Mon 8/1/11 Mon 8/8/11 96 Fabrication 3 wks Mon 8/8/11 Mon 8/29/11 97 Building Construction 173 days Wed 6/29/11 Mon 2/27/12 98 Mobilization 2 days Thu 7/7/11 Fri 7/8/11 99 Fencing, Staging, Haul Route, Signage 4 days Mon 7/11/11 Thu 7/14/11 100 Set Up Temp. FBO (BY OWNER)0 days Wed 6/29/11 Wed 6/29/11 101 Owner Move to Temp FBO ( BY OWNER)0 days Wed 6/29/11 Wed 6/29/11 102 Sitework 166 days Mon 7/11/11 Mon 2/27/12 103 Erosion Control 3 days Mon 7/11/11 Wed 7/13/11 104 Building Pad 2 wks Thu 7/21/11 Wed 8/3/11 105 Site Utilities 6 wks Thu 8/4/11 Wed 9/14/11 106 Fine Grading 1 wk Thu 9/15/11 Wed 9/21/11 107 Concrete Curb & Stone 3 wks Thu 9/22/11 Wed 10/12/11 108 Site Concrete 2 wks Tue 11/8/11 Mon 11/21/11 109 Paving 4 wks Tue 11/22/11 Mon 12/19/11 110 Landscaping 3 wks Tue 2/7/12 Mon 2/27/12 111 Demolition 10 days Thu 7/7/11 Wed 7/20/11 112 Demolish FBO and EOC 10 days Thu 7/7/11 Wed 7/20/11 113 Concrete 11 days Wed 8/10/11 Wed 8/24/11 114 Foundations 1 wk Wed 8/10/11 Tue 8/16/11 Buyout 7/13 Caulking 9/12 Buyout 7/20 Prepare Submittals 8/8 Approve Submittals 8/22 Fabrication 9/12 Roofing 9/7 Buyout 7/20 Prepare Submittals 8/3 Approve Submittals 8/17 Fabrication 9/7 Drywall 8/31 Buyout 7/13 Prepare Submittals 7/27 Approve Submittals 8/10 Fabrication 8/31 Flooring 9/12 Buyout 7/20 Prepare Submittals 8/8 Approve Submittals 8/22 Fabrication 9/12 Painting 9/21 Buyout 7/29 Prepare Submittals 8/17 Approve Submittals 8/31 Fabrication 9/21 Plumbing 8/29 Buyout 7/13 Prepare Submittals 8/1 Approve Submittals 8/8 Fabrication 8/29 Building Construction 2/27 Mobilization 7/8 Fencing, Staging, Haul Route, Signage 7/14 Set Up Temp. FBO (BY OWNER)6/29 Owner Move to Temp FBO ( BY OWNER)6/29 Sitework 2/27 Erosion Control 7/13 Building Pad 8/3 Site Utilities 9/14 Fine Grading 9/21 Concrete Curb & Stone 10/12 Site Concrete 11/21 Paving 12/19 Landscaping 2/27 Demolition 7/20 Demolish FBO and EOC 7/20 Concrete 8/24 Foundations 8/16 Qtr 2, 2010 Qtr 3, 2010 Qtr 4, 2010 Qtr 1, 2011 Qtr 2, 2011 Qtr 3, 2011 Qtr 4, 2011 Qtr 1, 2012 Qtr 2, 2012 Task Task Progress Critical Task Critical Task Progress Milestone Summary Rolled Up Task Rolled Up Critical Task Rolled Up Milestone Rolled Up Progress Split External Tasks Project Summary Group By Summary Deadline FBO Terminal Augusta Regional Airport Page 2 Project: FBO Terminal Date: Wed 6/29/11 Item # 7 ID Task Name Duration Start Finish 115 Prep Slab on Grade 5 days Tue 8/16/11 Mon 8/22/11 116 Pour Slab on Grade 2 days Tue 8/23/11 Wed 8/24/11 117 Masonry 25 days Tue 10/4/11 Mon 11/7/11 118 Masonry Veneer 5 wks Tue 10/4/11 Mon 11/7/11 119 Structural Steel 35 days Thu 8/25/11 Wed 10/12/11 120 Erect Steel 3 wks Thu 8/25/11 Wed 9/14/11 121 Erect Trusses 2 wks Thu 9/15/11 Wed 9/28/11 122 Install Roof Plywood & Insulation Panels 5 days Thu 10/6/11 Wed 10/12/11 123 Wall Framing 20 days Thu 9/8/11 Wed 10/5/11 124 Frame Walls (Int. & Ext)4 wks Thu 9/8/11 Wed 10/5/11 125 Ext Sheathing & Building Wrap 9 days Thu 9/15/11 Tue 9/27/11 126 Thermal Moisture Protection 33 days Thu 9/29/11 Mon 11/14/11 127 Caulking / Sealants 4 days Fri 10/14/11 Wed 10/19/11 128 Ice & Water Shield 5 days Thu 10/13/11 Wed 10/19/11 129 Roofing 20 days Thu 9/29/11 Wed 10/26/11 130 Insulation 5 days Tue 11/8/11 Mon 11/14/11 131 Dry-In 0 days Mon 11/14/11 Mon 11/14/11 132 Gutters/Downspouts/Metalwork 5 days Thu 10/27/11 Wed 11/2/11 133 Ext Windows & Doors 10 days Fri 9/30/11 Thu 10/13/11 134 Set Exterior Doors 5 days Fri 9/30/11 Thu 10/6/11 135 Set Windows 10 days Fri 9/30/11 Thu 10/13/11 136 Drywall 45 days Tue 11/15/11 Mon 1/16/12 137 Insulation 1 wk Tue 11/15/11 Mon 11/21/11 138 Hang Drywall 12 days Mon 11/28/11 Tue 12/13/11 139 Finish Drywall 15 days Wed 12/7/11 Tue 12/27/11 140 Install Ceiling Grid 10 days Tue 1/3/12 Mon 1/16/12 141 Flooring 15 days Wed 1/4/12 Tue 1/24/12 142 Ceramic Tile 5 days Mon 1/9/12 Fri 1/13/12 143 Carpet/Resilient Flooring 15 days Wed 1/4/12 Tue 1/24/12 144 Painting 78 days Thu 11/3/11 Mon 2/20/12 145 Prime Coat Paint 6 days Mon 12/26/11 Mon 1/2/12 146 First Coat Paint 6 days Tue 1/3/12 Tue 1/10/12 147 Final Coat Paint 8 days Wed 1/18/12 Fri 1/27/12 148 Touch Up 5 days Tue 2/14/12 Mon 2/20/12 149 Exterior Painting 7 days Thu 11/3/11 Fri 11/11/11 150 Misc. Specialties 20 days Mon 1/9/12 Fri 2/3/12 151 Fire Extinguishers & Cabinets 2 days Mon 1/9/12 Tue 1/10/12 152 Toilet Partitions & Accessories 5 days Mon 1/30/12 Fri 2/3/12 153 Fire Protection 129 days Thu 8/4/11 Tue 1/31/12 154 FP - Underground Rough-In 2 days Thu 8/4/11 Fri 8/5/11 155 FP - Overhead Rough-In 3 wks Mon 8/8/11 Fri 8/26/11 156 FP - Trim-out 3 days Wed 1/25/12 Fri 1/27/12 157 FP - Testing & Instruction 2 days Mon 1/30/12 Tue 1/31/12 158 Plumbing 128 days Thu 8/4/11 Mon 1/30/12 159 P- Underground Rough-In 4 days Thu 8/4/11 Tue 8/9/11 160 P - Overhead & Wall Rough-In 2 wks Wed 8/10/11 Tue 8/23/11 161 P - Fixtures & Trim 5 days Mon 1/23/12 Fri 1/27/12 162 P - Testing 1 day Mon 1/30/12 Mon 1/30/12 163 HVAC 77 days Thu 10/20/11 Fri 2/3/12 Prep Slab on Grade 8/22 Pour Slab on Grade 8/24 Masonry 11/7 Masonry Veneer 11/7 Structural Steel 10/12 Erect Steel 9/14 Erect Trusses 9/28 Install Roof Plywood & Insulation Panels 10/12 Wall Framing 10/5 Frame Walls (Int. & Ext)10/5 Ext Sheathing & Building Wrap 9/27 Thermal Moisture Protection 11/14 Caulking / Sealants 10/19 Ice & Water Shield 10/19 Roofing 10/26 Insulation 11/14 Dry-In 11/14 Gutters/Downspouts/Metalwork 11/2 Ext Windows & Doors 10/13 Set Exterior Doors 10/6 Set Windows 10/13 Drywall 1/16 Insulation 11/21 Hang Drywall 12/13 Finish Drywall 12/27 Install Ceiling Grid 1/16 Flooring 1/24 Ceramic Tile 1/13 Carpet/Resilient Flooring 1/24 Painting 2/20 Prime Coat Paint 1/2 First Coat Paint 1/10 Final Coat Paint 1/27 Touch Up 2/20 Exterior Painting 11/11 Misc. Specialties 2/3 Fire Extinguishers & Cabinets 1/10 Toilet Partitions & Accessories 2/3 Fire Protection 1/31 FP - Underground Rough-In 8/5 FP - Overhead Rough-In 8/26 FP - Trim-out 1/27 FP - Testing & Instruction 1/31 Plumbing 1/30 P- Underground Rough-In 8/9 P - Overhead & Wall Rough-In 8/23 P - Fixtures & Trim 1/27 P - Testing 1/30 HVAC 2/3 Qtr 2, 2010 Qtr 3, 2010 Qtr 4, 2010 Qtr 1, 2011 Qtr 2, 2011 Qtr 3, 2011 Qtr 4, 2011 Qtr 1, 2012 Qtr 2, 2012 Task Task Progress Critical Task Critical Task Progress Milestone Summary Rolled Up Task Rolled Up Critical Task Rolled Up Milestone Rolled Up Progress Split External Tasks Project Summary Group By Summary Deadline FBO Terminal Augusta Regional Airport Page 3 Project: FBO Terminal Date: Wed 6/29/11 Item # 7 ID Task Name Duration Start Finish 164 HVAC - Overhead& Wall Rough-in 4 wks Thu 10/20/11 Wed 11/16/11 165 HVAC - Set Equipment 5 days Thu 11/17/11 Wed 11/23/11 166 HVAC Duct tie into equip 3 days Wed 11/23/11 Fri 11/25/11 167 HVAC - Startup / Testing 3 days Mon 11/28/11 Wed 11/30/11 168 HVAC - Trim-out 10 days Mon 1/23/12 Fri 2/3/12 169 Electrical 138 days Thu 8/4/11 Mon 2/13/12 170 E - Underground Rough-In 1 wk Thu 8/4/11 Wed 8/10/11 171 E- Overhead & Wall Rough-In 8 wks Thu 9/15/11 Wed 11/9/11 172 E - Energize Switchgear 1 day Thu 11/10/11 Thu 11/10/11 173 E - Light Fixtures 2 wks Tue 1/17/12 Mon 1/30/12 174 E - Wiring & Devices 2 wks Wed 12/28/11 Tue 1/10/12 175 E - Trim-out 2 wks Tue 1/31/12 Mon 2/13/12 176 E - Testing 1 day Mon 2/13/12 Mon 2/13/12 177 Commissioning 2 wks Tue 2/14/12 Mon 2/27/12 178 Substantial Completion Rooms 112 - 121 0 days Mon 2/27/12 Mon 2/27/12 179 Substantial Completion Remaining Rooms 0 days Fri 3/2/12 Fri 3/2/12 180 Punchlist 5 days Thu 3/1/12 Wed 3/7/12 181 Final Clean 3 days Thu 3/8/12 Mon 3/12/12 182 Final Completion 0 days Mon 3/12/12 Mon 3/12/12 HVAC - Overhead& Wall Rough-in 11/16 HVAC - Set Equipment 11/23 HVAC Duct tie into equip 11/25 HVAC - Startup / Testing 11/30 HVAC - Trim-out 2/3 Electrical 2/13 E - Underground Rough-In 8/10 E- Overhead & Wall Rough-In 11/9 E - Energize Switchgear 11/10 E - Light Fixtures 1/30 E - Wiring & Devices 1/10 E - Trim-out 2/13 E - Testing 2/13 Commissioning 2/27 Substantial Completion Rooms 112 - 121 2/27 Substantial Completion Remaining Rooms 3/2 Punchlist 3/7 Final Clean 3/12 Final Completion 3/12 Qtr 2, 2010 Qtr 3, 2010 Qtr 4, 2010 Qtr 1, 2011 Qtr 2, 2011 Qtr 3, 2011 Qtr 4, 2011 Qtr 1, 2012 Qtr 2, 2012 Task Task Progress Critical Task Critical Task Progress Milestone Summary Rolled Up Task Rolled Up Critical Task Rolled Up Milestone Rolled Up Progress Split External Tasks Project Summary Group By Summary Deadline FBO Terminal Augusta Regional Airport Page 4 Project: FBO Terminal Date: Wed 6/29/11 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 52 of 64 Exhibit C Initial List of Drawings, Specifications, and Addendums (To Be Done in Pre-Construction) Attachment number 1 Page 52 of 64 Item # 7 Sheet #Sheet Description G0.0 TITLE SHEET G0.1 SHEET INDEX AND SCHEDULE OF QUANTITIES G1.0 SITE ACCESS AND STAGING PLAN G2.0 CONSTRUCTION PHASING PLAN G3.0 SAFETY PLAN G3.1 SAFETY NOTES AND DETAILS G4.0 EXISTING CONDITIONS PLAN G4.1 BORING LOGS G5.0 DEMOLITION PLAN LS1.0 GEN. NOTES/ CODE ANALYSIS LS1.1 LIFE SAFETY PLAN C0.0 LEGEND AND ABBREVIATIONS C1.0 GEOMETRIC PLAN C1.1 GEOMETRIC POINT TABLES C2.0 GRADING AND DRAINAGE PLAN C2.1 TYPICAL SECTIONS AND PAVEMENT DETAILS C2.2 DRAINAGE PROFILES C2.3 DRAINAGE PROFILES C2.4 DRAINAGE DETAILS C2.5 DRAINAGE DETAILS C2.6 DRAINAGE DETAILS C2.7 DRAINAGE DETAILS C3.0 PAVING PLAN C3.1 PCC JOINT LAYOUT PLAN C3.2 TYPICAL PCC JOINT DETAILS C3.3 SIDEWALK DETAILS C4.0 UTILITY PLAN C4.1 UTILITY PROFILES C4.2 WATER LINE DETAILS C4.3 SANITARY SEWER DETAILS C5.0 MARKING AND SIGNAGE PLAN C5.1 GRAPHICS SIGNAGE DETAILS C5.2 GRAPHICS SIGNAGE DETAILS C5.3 GRAPHICS SIGNAGE DETAILS C5.4 MARKING DETAILS C6.0 EROSION & SEDIMENT CONTROL PLAN C6.1 EROSION & SEDIMENT CONTROL DETAILS C7.0 SCREENWALL DETAILS C7.1 FENCE DETAILS EXHIBIT C PROJECT PLAN SHEET LISTING Attachment number 1 Page 53 of 64 Item # 7 C7.2 SLIDING VEHICULAR SECURITY GATE DETAILS C8.0 CROSS SECTIONS, BASELINE 'A' STA. 9+75 TO 11+50 C8.1 CROSS SECTIONS, BASELINE 'A' STA. 11+75 TO 13+00 C8.2 CROSS SECTIONS, BASELINE 'A' STA.13+25 TO 14+50 C8.3 CROSS SECTIONS, BASELINE 'A' STA. 14+75 TO 16+00 C8.4 CROSS SECTIONS, BASELINE 'A' STA. 16+25 TO 17+50 C8.5 CROSS SECTIONS, BASELINE 'A' STA. 17+75 A1.0 OVERALL FLOOR PLAN A2.0 FLOOR PLAN-EXT. DIMENSION A2.1 FLOOR PLAN - KEYPLAN A2.2 ENLARGED FLOOR PLAN A2.3 ENLARGED FLOOR PLAN A2.4 ENLARGED FLOOR PLAN A2.5 ENLARGED FLOOR PLAN A2.6 EQUIPMENT MEZZANINE PLAN A2.7 ENLARGED TOILETS A2.8 MOUNTING HEIGHTS A2.9 ENLARGED KITCHEN A2.10 ENLARGED MEZZANINE PLAN A3.0 REFLECTED CEILING PLAN A3.1 ENLARGED REFLECTED PLAN A3.2 ENLARGED REFLECTED PLAN A3.3 ENLARGED REFLECTED PLAN A3.4 ENLARGED REFLECTED PLAN A3.5 BULKHEAD DETAILS A3.6 BULKHEAD DETAILS A4.0 ROOF PLAN A5.0 EXTERIOR ELEVATIONS A5.1 EXTERIOR ELEVATIONS A6.0 BUILDING SECTIONS A6.1 BUILDING SECTION A6.2 BUILDING SECTION A6.3 WALL SECTION A6.4 WALL SECTION A6.5 WALL SECTION A6.6 BUILDING SECTION A6.7 DETAIL SECTION A6.8 DETAIL SECTION A7.0 DOOR SCHEDUILE, TYPES A7.1 DOOR DETAILS A7.2 DOOR DETAILS A7.3 WINDOW SCHEDULE & TYPE A7.4 WINDOW DETAIL Attachment number 1 Page 54 of 64 Item # 7 IN1.0 FLOOR FINISHES IN1.1 ENLARGED FLOOR PLAN IN1.2 ENLARGED FLOOR PLAN IN1.3 ENLARGED FLOOR PLAN M1.1 GROUND FLOOR EQUIPMENT PLAN M1.2 GROUND FLOOR DUCKWORK PLAN M1.3 HVAC MEZZANINE PLAN M3.1 HVAC SCHEDULES (1 OF 2) M3.2 HVAC SCHEDULES (2 OF 2) P0.1 PLUMBING SCHEDULES & LEGEND P0.2 PLUMBING DETAILS P1.1 WASTE & VENT PIPING P1.2 POTABLE & HOT WATER PIPING FP1.1 FIRE SPRINKLER HAZARD ANALYSIS PLAN SE1.0 SITE ELECTRICAL DEMOLITION PLAN SE1.1 SITE ELECTRICAL PLAN SE1.2 SITE PHOTOMETRIC PLAN SE1.3 SITE ELECTRICAL DETAILS SE1.4 LIGHT FIXTURE DETAILS SE1.5 GATE ACCESS CONTROL DETAILS SE1.6 CCTV DETAILS E0.1 LEGEND, NOTES, AND FIXTURE SCHEDULE E1.1 ELECTRICAL SITE PLAN E1.2 LIGHTNING PROTECTION PLAN E2.1 LIGHTING PLAN E3.1 POWER PLAN E3.2 MECHANICAL POWER PLAN E4.1 SYSTEMS PLAN E4.2 DATA/VOICE NETWORKING PLAN E5.1 POWER RISER DIAGRAM AND PANEL BOARD SCHEDULE E5.2 PANEL BOARD SCHEDULE E6.1 DETAILS E6.2 DETAILS Attachment number 1 Page 55 of 64 Item # 7 Augusta Regional Airport C&PE No. 0733-17 General Aviation Facility Improvements April 2011 TABLE OF CONTENTS PAGE-1 AUGUSTA REGIONAL AIRPORT CONSTRUCTION SPECIFICATIONS GENERAL AVIATION FACILITY IMPROVEMENTS TABLE OF CONTENTS DIVISION 0 - CONDITIONS OF THE CONTRACT SECTION 00800 - SUPPLEMENTARY PROVISIONS SECTION 00810 – RESPONSIBILITY FOR DAMAGE CLAIMS DIVISION 1 - GENERAL PROVISIONS SECTION 01100 – SUMMARY SECTION 01140 – WORK RESTRICTIONS SECTION 01250 – CONTRACT MODIFICATION PROCEDURES SECTION 01270 – UNIT PRICES SECTION 01271 – MEASUREMENT AND PAYMENT SECTION 01290 – APPLICATIONS FOR PAYMENT SECTION 01310 – PROJECT COORDINATION AND MEETINGS SECTION 01320 – CONSTRUCTION PROGRESS DOCUMENTATION SECTION 01330 – SUBMITTALS SECTION 01400 – QUALITY REQUIREMENTS SECTION 01420 – REFERENCES SECTION 01500 – TEMPORARY FACILITIES AND CONTROLS SECTION 01600 – PRODUCT REQUIREMENTS SECTION 01700 – EXECUTION REQUIREMENTS SECTION 01731 – CUTTING AND PATCHING SECTION 01732 – SELECTIVE DEMOLITION SECTION 01770 – PROJECT CLOSEOUT SECTION 01781 – PROJECT RECORD DOCUMENTS SECTION 01782 – OPERATION AND MAINTENANCE DATA SECTION 01820 – DEMONSTRATION AND TRAINING DIVISION 2 - SITE WORK SECTION 02515 – MOBILIZATION/DEMOBILIZATION SECTION 02161 – EROSION AND SEDIMENT CONTROL SECTION 02209 – CRUSHED AGGREGATE BASE COURSE SECTION 02221 – DEMOLITION SECTION 02300 - EARTHWORK SECTION 02310 – GRADED AGGEGATE CONSTRUCTION Attachment number 1 Page 56 of 64 Item # 7 Augusta Regional Airport C&PE No. 0733-17 General Aviation Facility Improvements April 2011 TABLE OF CONTENTS PAGE-2 SECTION 02400 – HOT MIX ASPHALT CONSTRUCTION SECTION 02402 – HOT MIX RECYCLED ASPHALTIC CONCRETE SECTION 02412 – BITUMINOUS PRIME COAT SECTION 02510 – POTABLE WATER DISTRIBUTION SYSTEM SECTION 02501 – PORTLAND CEMENT CONCRETE PAVING SECTION 02530 – SANITARY SEWARAGE SECTION 02580 – PAVEMENT MARKING SECTION 02603 – BITUMINOUS TACK COAT SECTION 02605 – JOINT SEALANT SECTION 02630 – STORM DRAINAGE SECTION 02701 – TRAFFIC SIGNS SECTION 02810 – RESERVED FOR IRRIGATION SYSTEM SECTION 02821 – CHAIN LINK FENCES SECTION 02829 – MOTORIZED SECURITY GATE SECTION 02920 – LAWNS AND GRASSES SECTION 02930 – LANDSCAPING SECTION 02935 – STORMWATER POLLUTION PREVENTION DIVISION 3 - CONCRETE SECTION 03014 – CONCRETE SAMPLING AND TESTING SECTION 03300 – CAST-IN-PLACE CONCRETE DIVISION 16 - SITE ELECTRICAL SECTION 13220 – CLOSED CIRCUIT TELEVISION SYSTEM SECTION 16010 – GENERAL ELECTRIC SECTION 16011 – ELECTRICAL TESTING REQUIREMENTS SECTION 16110 – RACEWAYS SECTION 16115 – UNDERGROUND DUCTS, MANHOLES, AND HANDHOLES SECTION 16123 – LOW VOLTAGE ELECTRICAL POWER CONDUCTORS AND CABLES SECTION 16170 – GROUNDING AND BONDING FOR ELECTRICAL SYSTEMS SECTION 16195 – ELECTRICAL IDENTIFICATION SECTION 16475 – FUSES SECTION 16524 – EXTERIOR LIGHTING SECTION 16700 – TELECOMMUNICTIONS OUTSIDE PLANT SECTION 16720 – RESERVED FOR EMERGENCY CALL BOX SECTION 16950 – LIGHTING CONTROL PANEL APPENDICES RESERVED FOR SCHEDULE OF QUANITIES/UNIT PRICES END OF SECTION Attachment number 1 Page 57 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 58 of 64 Exhibit D Insurance Insurance Requirements 1. Statutory Workers’ Compensation Insurance Employers Liability: Bodily Injury by Accident - $100,000 each accident Bodily Injury by Disease - $500,000 policy limit Bodily Injury by Disease - $100,000 each employee 2. Comprehensive General Liability Insurance a) $1,000,000 limit of liability per occurrence for bodily injury and property damage b) The following additional coverages must apply: 1986 (or later) ISO Commercial General Liability Form Additional Insured Endorsement Completed Operations Coverage Contractual Liability (included in 1986 or later forms) Broad Form Property Damage (included in 1986 or later forms) Severability of Interest (included in 1986 or later forms) Underground, explosion, and collapse coverage (included in 1986 or later form) Personal Injury (deleting both contractual and employee exclusions) Incidental Medical Malpractice Hostile Fire Pollution Wording 3. Auto Liability Insurance a) $500,000 limit of liability per occurrence for bodily injury and property damage b) Comprehensive form covering all owned, non-owned, leased, hired and borrowed vehicles c) Additional Insured Endorsement d) Contractual Liability 4. Excess Liability Insurance Excess Liability Insurance Limit $10,000,000 per occurrence / $10,000,000 per aggregate, with the same coverages as required above for the Comprehensive General Liability Insurance. 5. Builders Risk Insurance All Risk Construction Managers’ Equipment and Contents Insurance covering owned, used and leased equipment, tools, supplies and contents required to perform the services called for in the Contract. The coverage must be for full replacement cost. The City will be included as a Loss Payee in this coverage for City owned equipment, tools, supplies and contents. Construction Manager’s Risk Insurance which includes without duplication, but is not limited to, fire (with extended coverage), theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, false work, testing and startup, temporary buildings and debris removal; and names the Owner, the Owner’s Representative, the Engineer, the Architect, and the Owner’s Related Parties, with coverage for one hundred (100%) percent of the insurable value of the Construction Manager’s scope of the Project, and a per-claim deductible of no more than $10,000.00. 6. Augusta, Georgia, the Owner’s Representative, the Engineer, the Architect, and any other applicable Authority should be shown as an additional insured on General Liability and Auto Liability policies. Certificate Holder should read: Augusta, Georgia, 530 Greene Street, Augusta, Georgia 30901. Attachment number 1 Page 58 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 59 of 64 7. Each insurance company, except the Worker’s Compensation carrier, must have an A.M. Best Rating of A- or higher. Certain Worker’s Comp funds may be acceptable by the approval of the Risk Management Division. European markets including those based in London and domestic surplus lines markets that operate on a non- admitted basis are exempt from this requirement provided that the Construction Manager’s broker/agent can provide financial data to establish that a market is equal to or exceeds the financial strengths associated with the A.M. Best’s rating of A- or better. 8. Each Insurance Company must be licensed to do business by the Georgia Department of Insurance. k* See above note regarding Construction Manager Liability. 9. Certificates of Insurance, and any subsequent renewals, must reference specific bid/contract by project name and project/bid number. 10. The Construction Manager agrees to provide complete certified copies of current insurance policy(ies), including all insuring agreements, declarations, endorsements, and riders, if requested by the City to verify the compliance with these insurance requirements. 11. All insurance coverages required to be provided by the Construction Manager will be primary over any insurance program carried by the City. 12. The Construction Manager shall incorporate a copy of the insurance requirements as herein provided in each and every Subcontractor and each and every Sub-Subcontractor in any tier, and shall require each and every Subcontractor and each and every Sub-Subcontractor of any tier to comply with all such requirements. The Construction Manager agrees that if for any reason the Subcontractor or Sub-Subcontractor fails to procure and maintain insurance as required, all such required insurance shall be procured and maintained by the Construction Manager at the Construction Manager’s expense. 13. The Construction Manager, and their Subcontractor’s and each and every Sub-Subcontractor shall not commence any work of any kind under this Contract until all insurance requirements contained in this Contract have been complied with and until evidence of such compliance satisfactory to City as to form and content has been filed with the city. The Accord Certificate of Insurance or a pre-approved substitute is the required form in all cases where reference is made to a Certificate of Insurance or an approved substitute. 14. The Construction Manager and its insurers shall agree to waive all rights of subrogation against the City, the City Council, its officers, officials, employees, the Owner’s Representatives, the Engineer, the Architect, and volunteers from losses arising from work performed by the Construction Manager for the City. 15. The Construction Manager shall make available to the City, through its records or records of their Insurer, information regarding a specific claim. Any loss run information available from the Construction Manager or their insurer will be made available to the city upon their request. 16. Compliance by the Construction Manager and their Subcontractor’s and each and every Sub-Subcontractor with the foregoing requirements as to carrying insurance shall not relieve the Construction Manager and their Subcontractor’s and each and every Sub-Subcontractor of their liability provisions of the Contract. 17. The Construction Manager and their Subcontractor’s and each and every Sub-Subcontractor are to comply with the Occupational Safety and Health Act of 1970, Public Law 91-956, and any other laws that may apply to this Contract. 18. The Construction Manager shall at a minimum apply risk management practices accepted by the Construction Manager’s industry. 19. Evidence of such insurance shall be furnished to the Owner, and the Owner shall receive forty-five (45) 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 Construction Manager shall procure substitute insurance so as Attachment number 1 Page 59 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 60 of 64 to assure the Owner that the minimum limits of coverage are maintained continuously throughout the period of this Agreement. 20. The Construction Manager shall deliver to the Owner a Certificate of Insurance for its General Liability and Excess Liability coverage annually, so long as it is required to maintain such coverage required by this Agreement. 21. The Construction Manager shall maintain in force during the performance of this contract and for one (1) year after final completion of the Project, the General Liability and Excess Liability insurance coverage referenced above. 22. The Construction Manager shall maintain in force during the performance of this contract and for one (1) year after final completion of the Project, the Comprehensive Commercial General Liability Insurance and the Automobile Liability Insurance. 23. The Owner shall be under no obligation to review any Certificates of Insurance provided by the Construction Manager or to check or verify the Construction Manager's compliance with any or all requirements regarding insurance imposed by the Contract Documents. The Construction Manager is fully liable for the amounts and types of insurance required herein and is not excused should any policy or Certificate of Insurance provided by the Construction Manager not comply with any or all requirements regarding insurance imposed by the Contract Documents. 24. Should the Construction Manager fail to provide and maintain in force any insurance or insurance coverage required by the contract documents or by law, or should a dispute arise between owner and any insurance company of the Construction Manager over policy coverage or Limits of Liability as required herein, the Owner shall be entitled to recover from the Construction Manager all amounts payable, as a matter of law, to Owner or any of its agents, had the required insurance or insurance coverage been in force. Said recovery shall include, but is not limited to interest for the loss of use of such amounts of money, plus all attorney's fees, costs and expenses incurred in securing such determination and any other consequential damages arising out of the failure of the Construction Manager or insurance company to comply with the provisions of the Contract Documents, or any policy required hereby, or any other requirements regarding insurance imposed by law. Nothing herein shall limit any damages for which the Construction Manager is responsible as a matter of law. 25. The Construction Manager shall deliver to the Owner two (2) original certificates of insurance, signed by the Insurer’s Authorized Representative, with the Policy Numbers clearly identified on the certificates for each Policy. The Policy effective dates should be on or before the date that the contract was signed. 26. Compliance with insurance requirements shall not relieve the Construction Manager of any responsibility to indemnify the Owner for any liability to the Owner as specified in any other provision of this Contract for General Construction Management Services, and the Owner shall be entitled to pursue any remedy in law or equity if the Construction Manager fails to comply with the contractual provisions of this Contract for General Construction Management Services. Indemnity obligations specified elsewhere in this Contract for General Construction Management Services shall not be negated or reduced by virtue of any insurance carrier's denial of insurance coverage for the occurrence or event which is the subject matter of the claim; or refusal to defend any named insured. 27. As it pertains to Builders Risk Insurance - The Construction Manager hereby releases and discharges the Owner, the Engineer, the Architect, the Owner’s Representative, and the Owner’s Related Parties of and from all liability to the Construction Manager, and to anyone claiming by, through or under the Construction Manager, by subrogation or otherwise, on account of any loss or damage to tools, machinery, equipment or other property, however caused. Attachment number 1 Page 60 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 61 of 64 Exhibit E Asbestos – Statement of Declaration ASBESTOS STATEMENT OF DECLARATION Facility This statement is to certify that I have not installed any asbestos containing materials and/or products in the preparation and/or the construction of the referenced structure. Furthermore, I certify to the best of my knowledge, no asbestos containing materials have been used in the construction of the structure or facility. RESPONSIBLE PARTIES: __________________________________________ Construction Manager’s Signature Date ___________________________________________ Owner’s Signature Date Attachment number 1 Page 61 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 62 of 64 Exhibit F Non Collusion Affidavit NON COLLUSION AFFIDAVIT Date: Project: Project #: Project Description: Services Provided: Construction Management State of:Georgia County of:Richmond I, being first duly sworn, deposes and says that he/she is Select From List of the party making the foregoing Proposal or Bid; that such Proposal or Bid is genuine and not collusive or sham; that said Proposer or Bidder has not colluded, conspired, connived, or agreed, directly or indirectly, with any Proposer or Bidder or person, to put in a sham Proposal or Bid, or that such other person refrain from proposing or bidding, and has not in any manner, directly or indirectly sought by agreement or collusion, or communication or conference, with any person, to fix the Proposal Fee or Bid Price of affiant or any other Proposer or Bidder, or to fix any overhead, profit or cost element of said Proposal Fee or Bid Price, or of that of any other Proposer or Bidder, or to secure any advantage against Augusta, Georgia, or any person interested in the proposed Contract; and that all statements in said Proposal or Bid are true; and further, that such Proposer or Bidder has not directly or indirectly submitted this Proposal or Bid, or the contents thereof, or divulged information or data relative thereto to any association or to any member or agent thereof. Construction Manager: (Signature)(Seal) Attachment number 1 Page 62 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 63 of 64 Exhibit G GUARANTEED MAXIMUM PRICE AMENDMENT For good consideration received, the City of Augusta, Georgia (“Owner”) and Choate Construction Company (the “Construction Manager”) hereby agree that the Contract dated ____________ (the “Contract”) for the construction of the New Fixed Base Operator (FBO) Terminal, Augusta Regional Airport, located at 1501 Aviation Way, Augusta, Georgia 30906, Project ID #: RFP Item #11-202 (the “Project”), is hereby amended as follows: 1.The Construction Manager’s Guaranteed Maximum Price (“GMP”) proposal dated June 22, 2011, attached hereto and incorporated herein, is accepted by the Owner. 2.The Subcontract Costs are: Bid Package #1 Bid Package #2 Bid Package #3 Bid Package #4 $ 3.The Guaranteed Maximum Price is $5,045,461 4.The Dates of Substantial Completion shall be: - Rooms 112, 113, 114, 115, 116, 117, 118, 119, 120, 121 - All remaining rooms and spaces associated with the New FBO Building February 27, 2012 March 2, 2012 5.The “Construction Manager’s Assumptions and Clarifications,” attached hereto, is hereby incorporated into the Contract. Owner:Construction Manager: CITY OF AUGUSTA, GEORGIA CHOATE CONSTRUCTION COMPANY By: (Signature)(Seal)(Signature)(Seal) (Name)(Name) (Title)(Title) 530 Greene Street 101 Mulberry Blvd., Suite 200 (Street Address – No PO Box)(Street Address – No PO Box) Augusta, Georgia 30901 Pooler, Georgia 31322 (City, State, Zip)(City, State, Zip) Date of Signature Date of Signature Attachment number 1 Page 63 of 64 Item # 7 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 64 of 64 Exhibit H UNIT PRICES (To Be Determined) Attachment number 1 Page 64 of 64 Item # 7 REQUEST FOR QUALIFICATIONS Request for Qualifications will be received at this office until Thursday, March 17, 2011 @ 3:00 p.m. for furnishing: RFQ ITEM #11-102 Construction Management @ Risk FBO Terminal for Augusta Regional Airport RFQs will be received by: The Augusta Commission hereinafter referred to as the OWNER at the offices of: Geri A. Sams, Director Augusta Procurement Department 530 Greene Street - Room 605 Augusta, Georgia 30901 RFQ documents may be obtained at the office of the Augusta, GA Procurement Department, 530 Greene Street – Room 605, Augusta, GA 30901. A Mandatory Pre Bid Conference will be held on Friday, February 25, 2011 @ 10:00 a.m. in the Procurement Department, 530 Greene Street, Room 605. A mandatory site visit will follow. All questions must be submitted in writing by fax to 706 821-2811 or by email to procbidandcontract@augustaga.gov to the office of the Procurement Department by Tuesday, March 1, 2011 @ 5:00 P.M. No bid will be accepted by fax, all must be received by mail or hand delivered. The local bidder preference program is applicable to this project. To be approved as a local bidder and receive bid preference on an eligible local project, the certification statement as a local bidder and all supporting documents must be submitted to the Procurement Department with your bonafide bid package. No RFQ may be withdrawn for a period of 90 days after time has been called on the date of opening. An invitation for bids shall be issued by the Procurement Office and shall include specifications prepared in accordance with Article 4 (Product Specifications), and all contractual terms and conditions, applicable to the procurement. All specific requirements contained in the invitation to bid including, but not limited to, the number of copies needed, the timing of the submission, the required financial data, and any other requirements designated by the Procurement Department are considered material conditions of the bid which are not waiveable or modifiable by the Procurement Director. Please mark RFQ number on the outside of the envelope. Bidders are cautioned that sequestration of RFQ documents through any source other than the office of the Procurement Department is not advisable. Acquisition of RFQ documents from unauthorized sources places the bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications. Funding for this project may include federal funds provided by the U. S. Department of Transportation (DOT) and/or other federal agencies. All DOT funded projects are subject to the requirements of 49 CFR Part 26. These requirements are mandatory and non-negotiable. Augusta enforces Disadvantage Business Enterprise (DBE) requirements and/or DBE goals set by Federal and/or State Agencies in accordance with State and Federal laws. Please be advised that the U. S. District Court for the Southern District of Georgia has entered on Order enjoining the Race-Based portion of Augusta, Georgia’s DBE Program. Thus, Augusta, Georgia does not have or operate a DBE, MBE or WBE Program for projects (or portions of projects) having Augusta, Georgia s the source of funding. GERI A. SAMS, Procurement Director Publish: Augusta Chronicle February 3, 10, 17, 24, 2011 Metro Courier January 9, 2011 cc: Tameka Allen Interim Deputy Administrator Gary LeTellier Augusta Regional Airport Tammy Strange Augusta Regional Airport Tim Weegar Augusta Regional Airport Attachment number 2 Page 1 of 1 Item # 7 Ve n d o r s : RW A L L E N 10 1 5 B R O A D S T AU G U S T A , G A 3 0 9 0 1 MC K N I G H T CO N S T R U C T I O N 63 5 N W F R O N T A G E AU G U S T A , G A 3 0 9 0 7 RJ G R I F F I N & C O 94 5 B R O A D S T AU G U S T A , G A 3 0 9 0 1 CH O A T E CO N S T R U C T I O N 10 1 W M U L B E R R Y PO O L E R , G A 3 1 3 2 2 RD B R O W N CO N T R A C T O R S CA R O L I N A S P R I N G S N A U G U S T A , S C BL A N C H A R D & CA L H O U N 27 4 3 P E R I M E T E R AU G U S T A , G A 30 9 0 9 At t a c h m e n t B In c o m p l e t e N/ C Ye s Y e s Y e s Y e s Bi d d e r ' s Fo r m / A c k n o w l e d g of A d d e n d a Ye s Y e s Y e s Y e s Y e s On e O r i g i n a l Ye s Y e s Y e s Y e s Y e s Ni n e C o p i e s Ye s Y e s Y e s Y e s Y e s Ad d e n d u m s 1 - 2 Ye s Y e s Y e s Y e s Y e s RF Q I t e m # 1 1 - 1 0 2 Co n s t r u c t i o n M a n a g e m e n t @ R i s k F B O T e r m i n a l Fo r t h e C i t y o f A u g u s t a - A u g u s t a R e g i o n a l A i r p o r t RF Q O p e n i n g D a t e : F r i d a y , M a r c h 4 , 2 0 1 1 a t 1 1 : 0 0 a . m . Pa g e 1 o f 2 Attachment number 3 Page 1 of 2 Item # 7 Ve n d o r s : DA B B S W I L L I A M S 31 9 S W A L N U T S T ST A T E S B O R O , G A 30 4 5 9 TH E C H R I S T M A N C O 23 1 2 B H I L L C R E E K AU G U S T A , G A 3 0 9 0 9 TH E P O T T S C O 98 1 E A S T F R E E W A Y CO N Y E R S , G A 30 0 1 4 AL L E N B A T C H E L O R 10 6 3 F R A N K E IN D U S T R I A L AU G U S T A , G A 3 0 9 0 9 CD M O O D Y CO N S T R U C T I O N 60 1 7 R E D A N R O A D LI T H O N I A , G A 3 0 0 5 8 At t a c h m e n t B Ye s Y e s Y e s Y e s Bi d d e r ' s Fo r m / A c k n o w l e d g of A d d e n d a Ye s Y e s Y e s Y e s On e O r i g i n a l Ye s Y e s Y e s Y e s Ni n e C o p i e s Ye s Y e s Y e s 8 C o p i e s N/ C Ad d e n d u m s 1 - 2 Ye s Y e s Y e s Y e s RF Q I t e m # 1 1 - 1 0 2 Co n s t r u c t i o n M a n a g e m e n t @ R i s k F B O T e r m i n a l Fo r t h e C i t y o f A u g u s t a - A u g u s t a R e g i o n a l A i r p o r t RF Q O p e n i n g D a t e : F r i d a y , M a r c h 4 , 2 0 1 1 a t 1 1 : 0 0 a . m . Th e F o l l o w i n g V e n d o r s s u b m i t t e d N o B i d R e s p o n s e s : M . B . Ka h n C o n s t r u c t i o n , P a n a t t o n i C o n s t r u c t i o n a n d B r a s f i e l d & G or r i e G e n e r a l C o n t r a c t o r s Pa g e 2 o f 2 Attachment number 3 Page 2 of 2 Item # 7 EVALUATION CRITERIA: Pts. ALLEN BATCHELOR 1063 FRANKE INDUSTRIAL AUGUSTA, GA 30909 CHOATE CONSTRUCTION 101 W MULBERRY POOLER, GA 31322 MCKNIGHT CONSTRUCTION 635 NW FRONTAGE AUGUSTA, GA 30907 RD BROWN CONTRACTORS CAROLINA SPRINGS N AUGUSTA, SC RJ GRIFFIN & CO 945 BROAD ST AUGUSTA, GA 30901 THE CHRISTMAN CO 2312B HILLCREEK AUGUSTA, GA 30909 THE POTTS CO 981 EAST FREEWAY CONYERS, GA 30014 1) Technical Approach:25 19.3 21.7 21.0 20.0 22.3 19.0 21.7 2) Company Experience and Performance:20 16.0 16.7 14.0 13.7 18.7 18.3 16.3 3) Experience, Competence and Commitment of Key Personnel: 15 11.7 14.0 14.3 11.3 13.8 12.2 11.2 4) Project Management and Controls:20 17.0 16.0 15.0 15.3 17.7 16.0 17.0 5) Peer References 20 18.3 16.7 18.3 18.3 18.3 18.3 18.3 6) Financial Strength 10 8.3 10.0 10.0 10.0 9.7 7.3 7.3 7) Pre-Construction Services 20 19.3 17.7 17.7 16.3 20.0 17.7 19.3 TOTAL 130 110.0 112.7 110.3 105.0 120.5 108.8 111.2 2 4 1 3 Cumuilative Evaluation Sheet RFQ Item #11-102 Construction Management @ Risk FBO Terminal For the City of Augusta - Augusta Regional Airport RFQ Opening Date: Friday, March 4, 2011 at 11:00 a.m. RANKING Item # 7 Attachment number 5 Page 1 of 1 Item # 7 Attachment number 6 Page 1 of 2 Item # 7 Attachment number 6 Page 2 of 2 Item # 7 Attachment number 7 Page 1 of 5 Item # 7 Attachment number 7 Page 2 of 5 Item # 7 Attachment number 7 Page 3 of 5 Item # 7 Attachment number 7 Page 4 of 5 Item # 7 Attachment number 7 Page 5 of 5 Item # 7 Attachment number 8 Page 1 of 2 Item # 7 Attachment number 8 Page 2 of 2 Item # 7 PublicServiceCommitteeMeeting 7/11/201112:50PM MorrisCommunicationsCompany,LLCLeaseAmendment Department:AugustaRegionalAirport Caption:MotiontoapprovetheMorrisCommunicationsCompany ,LLC LeaseAmendmentasapprovedbytheAugustaAviation CommissionduringtheirJune30,2011meeting. Background:MorrisCommunicationsCompany,LLChasrequestedto sublease aircraftstorageareasandofficeareasinHangarT hree,thehangar theyarecurrentlyoccupying.MorrisCommunication sCompany, LLChasa20-yearleasefortheiruseofHangarThr ee.The agreementisdatedDecember19,1996.Thetermoft heleaseis fortwentyyearsstartingonApril1998andendsM arch 2018.Currentlytherearenoamendmentstotheleas e. Analysis:MorrisleaseagreementParagraph8,UseofthePrem ises,states thatMorrisCommunicationsmaynotusethehangarf or“conduct ofacommercialbusinessorprovidingservicetoot hers(except guests)ontheLeasedPremisesbyLesseeorotherp ersons.”In addition,MorrisleaseagreementParagraph17,Assi gnments, statesthatMorrismustobtain“priorwrittenconse ntofthe Lessor”tosublease.TograntMorrisCommunications request, leaseparagraph8mustbeamendedtoallowacommer cial operatorinHangarThreeandleaseparagraph17ame ndedto allowsubleasing.Inaddition,Airportstaffwould liketoupdate theMorrisLeaselanguageconcerninginsurance,ind emnity, airportrules,hangartenantbadge,andaviationfu els. FinancialImpact:N/A Alternatives:Denyrequest. Recommendation:RecommendapprovalofMorrisCommunicationsLease Amendmenttoallowsubleasingtobothcommercially operated andnon-commerciallyoperatedbusinessesasdescrib edintextof LeaseAmendment. Cover Memo Item # 8 FundsareAvailable intheFollowing Accounts: N/A REVIEWEDANDAPPROVEDBY : Finance. Law. Administrator. ClerkofCommission Cover Memo Item # 8 Attachment number 1 Page 1 of 6 Item # 8 Attachment number 1 Page 2 of 6 Item # 8 Attachment number 1 Page 3 of 6 Item # 8 Attachment number 1 Page 4 of 6 Item # 8 Attachment number 1 Page 5 of 6 Item # 8 Attachment number 1 Page 6 of 6 Item # 8 PublicServiceCommitteeMeeting 7/11/201112:50PM OptionsforoperationofAugustaMunicipalGolfCou rse Department:Recreation,ParksandFacilitiesDepartment Caption:Updateonnegotiationsregardingoptionsforfuture operationof AugustaMunicipalGolfCourse. Background: Analysis: FinancialImpact: Alternatives: Recommendation: FundsareAvailable intheFollowing Accounts: REVIEWEDANDAPPROVEDBY : Finance. Law. Administrator. ClerkofCommission Cover Memo Item # 9 Augusta, GA Management Agreement This Management Agreement (“Agreement”) is made and entered into effective this first day of July, 2011, between Augusta, GA for Augusta Municipal Golf Course (“Owner”), and Affiniti Golf Partners, Inc., a Georgia corporation (“Affiniti Golf Partners”). Whereas, Affiniti Golf Partners is engaged in the business of developing, marketing, maintaining and managing golf facilities; and Whereas, Owner desires to hire Affiniti Golf Partners as an independent contractor under the terms and conditions set forth herein to manage and conduct the business and services of the Owner’s golf facilities to include 18 holes, practice range, clubhouse and maintenance facility of Augusta Municipal Golf Course and 2 holes, putting green, and practice range at “The First Tee.” Now, therefore, in consideration of the mutual promises and covenants contained in this Agreement, and intending to be legally bound hereby, Owner and Affiniti Golf Partners agree as follows: 1. Representations and Warranties by Affiniti Golf Partners Affiniti Golf Partners hereby represents and warrants to Owner as follows: 1.1 Affiniti Golf Partners is a Georgia corporation validly existing and in good standing with the State of Georgia, and 1.2 Affiniti Golf Partners has the financial ability to enter into and perform its obligations under this Agreement; and 1.3 Affiniti Golf Partners is not restricted from entering into and performing its obligations under this Agreement; and 1.4 Affiniti Golf Partners has full power and authority to execute this Agreement and to be bound by and perform the terms hereof, and the person executing this Agreement on behalf of Affiniti Golf Partners is duly authorized to do so and to legally bind Affiniti Golf Partners. 2. Representations and Warranties by Owner Owner hereby represents and warrants to Affiniti Golf Partners as follows: 2.1 There are no actions, suits or proceedings of any kind or nature whatsoever, legal or equitable, pending or, to the best of Owner’s knowledge, threatened against the Facilities or Owner in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental Attachment number 1 Page 1 of 24 Item # 9 instrumentality, including, without limitation, any condemnation or eminent domain proceedings; 2.2 To the best of Owner’s knowledge, no person, firm, corporation or other legal entity whatsoever has any right or option whatsoever to acquire or lease the Facilities or any portion or portions thereof or any interest or interests therein; 2.3 To the best of Owner’s knowledge, there is no existing violation or breach of any ordinance, code, law, rule, requirement or regulation applicable to the Facilities; 2.4 Owner has full power and authority to execute this Agreement and to be bound by and perform the terms hereof, and the person executing this Agreement on behalf of Owner is duly authorized to do so and to legally bind Owner; and 2.5 Owner owns all trade names and logos that it uses in the operation of the Facilities and, during the Operating Period (as hereinafter defined) no other party has any right to use such trade names or logos. 3. Appointment of Affiniti Golf Partners Owner hereby appoints Affiniti Golf Partners as Owner of the Owner’s facilities, subject to the provisions of this Agreement. 4. Term The term of this Agreement shall be five (5) years. The services of Affiniti Golf Partners shall commence on September 1, 2011, (hereinafter the “Effective Date”), and shall terminate on August 31, 2016, unless sooner terminated as provided hereinafter. Such period between the Effective Date and the date of termination is hereinafter referred to as the “Operating Period.” Unless the Owner has notified the Affiniti Golf Partners of its intention to not renew this Agreement at least 60 days prior to the expiration of the Initial Term, or any term thereafter, the Term of this Agreement shall automatically renew for an additional one year term on the same terms and conditions as contained herein. 5. Responsibilities of Owner and Affiniti Golf Partners 5.1 General. During the Operating Period, and subject to the terms of this Agreement, Affiniti Golf Partners shall have full authority and responsibility to conduct, supervise, and manage the day-to-day operation of the Facilities including, but not limited to, the following: (i) Supervise management of play and general operation of the Facilities, including the establishments of all fees consistent with the Annual Plan and Budget. Attachment number 1 Page 2 of 24 Item # 9 (ii) Assume the responsibility of the hiring, disciplining and terminating of all Facilities’ personnel. Affiniti will retain key city employees currently assigned to the Augusta Municipal Golf Course as recommended by the Owner. (iii) Manage the Facilities in a manner that would make the Facilities comparable with other similar first class golf courses in the vicinity of the clubs. This to include facility staff to wear appropriate golf attire. (iv) Recommend and establish the schedule of all prices and fees for products and services sold at the Facilities with approval of Owner. (v) Work with the public relations and marketing staff of the Facilities to bring about the best possible publicity for the Facilities. (vi) Promptly notify Owner upon the receipt of written notice from any government entity of a violation of any applicable law, ordinance, regulation, statute or government requirement, permit, certificate or rule with respect to the Facilities. In the absence of written direction or written policies of Owner, Affiniti Golf Partners shall exercise reasonable judgment in its management activities. Subject to the direction of Owner, Affiniti Golf Partners shall specifically have responsibility, and commensurate authority, to provide the services described in this Section 5.1 and to operate the Facilities in the manner provided in this Agreement. 5.2 Annual Plan and Budget. Not later than sixty (45) days prior to commencement of each full fiscal year thereafter, Affiniti Golf Partners shall submit to Owner, for approval, a proposed annual business plan and operating budget (“Annual Plan and Budget”), which shall include goals, objectives, estimated revenues, operating expenses and capital expenditures for the ensuing fiscal year. The Annual Plan and Budget shall contain line item expenses and revenues and shall contain monthly and annual budgets. Owner agrees that the Annual Plan and Budget is intended to be a reasonable estimate of the operating performance of the Facilities for the fiscal year. With respect to monthly budgets, Owner recognizes that such budgets are intended as Affiniti Golf Partner’s estimate of the timing of revenues and expenses but that weather and other factors impacting the operation of the Facilities may cause anticipated revenues or expenditures indicated in the monthly budget figures to be accelerated or delayed. Owner acknowledges that Affiniti Golf Partners has not made any guarantee, warranty, or representation of any nature concerning the Annual Plan and Budget, gross receipts or operating expenses. Each Annual Plan and Budget shall be subject to the prior written approval of Owner, which approval shall not be unreasonably withheld. It is contemplated by the parties that the Annual Plan and Budget will be agreed upon by the parties not later than the beginning of the fiscal year. If Owner fails to either approve the Annual Plan and Budget Attachment number 1 Page 3 of 24 Item # 9 by the beginning of the fiscal year or to advise Affiniti Golf Partners of its objections to the Annual Plan and Budget within such period, then Owner shall be deemed to have approved the Annual Plan and Budget as submitted. Once approved, Affiniti Golf Partners may propose amendments or revisions to the Annual Plan and Budget to take into consideration variables or events that did not exist, or could not reasonably be anticipated by Affiniti Golf Partners, at the time the Annual Plan and Budget was prepared. Any such proposed amendments or revisions shall be submitted in writing and shall be subject to Owner’s prior approval, which approval shall not be unreasonably withheld, conditioned, or delayed. 5.3 Bank Accounts; Flow of Funds. This Agreement contemplates that the flow of funds received and disbursed in connection with the operation of the Facilities, shall be conducted through and controlled by a system of accounts established by Affiniti Golf Partners (the “Accounts”). Affiniti Golf Partners will establish the Accounts in its name at a bank(s) or other financial institution(s) as determined by Owner and Affiniti Golf Partners. Owner and Affiniti Golf Partners’ designees (as approved by Owner, which approval will not be unreasonably withheld) shall be the only parties authorized to draw upon such Accounts. In the event this Agreement is terminated, Affiniti Golf Partners shall execute such instruments as are necessary to remove as signatories on the Accounts all employees of Affiniti Golf Partners who have been so designated. Notwithstanding anything to the contrary, Owner shall, if sufficient funds are not available from operations, deposit into the Accounts sufficient funds to pay all Operating Expenses and the Management Fee. 5.4 Staff. (A) Affiniti Golf Partners shall be responsible for hiring such qualified personnel as Affiniti Golf Partners shall deem reasonably necessary for the successful operation and maintenance of the Facilities and the successful marketing and management of the golf program and other business activities at the Facilities, including, but not limited to, the general Owner of the Facilities, a golf director and/or head golf professional and any assistant golf professionals, a food and beverage Owner and other management personnel. All persons so employed by Affiniti Golf Partners shall be employees of Affiniti Golf Partners and not Owner. Affiniti Golf Partners shall hire, promote, discharge, transfer and supervise the work of all employees of the Facilities, all at Affiniti Golf Partners’ reasonable discretion. Owner shall have the right to provide comments to Affiniti Golf Partners about any employee in a Ownerial or supervisory position prior to Affiniti Golf Partners hiring said personnel. Affiniti Golf Partners shall hire and employ such personnel at such wages or salaries and on such terms and conditions as are standard for such personnel at the time in the geographical Attachment number 1 Page 4 of 24 Item # 9 employment market where the Facilities are located. Affiniti Golf Partners shall pay all of the salaries, wages, payroll taxes and benefits due and owing to and/or on account of such persons out of the Accounts. Affiniti Golf Partners shall deduct from such employees’ salaries all required taxes, charges and assessments and shall make and file such reports as may be required by the federal, state and local government agencies. (B) Affiniti Golf Partners shall be responsible for compliance with all laws, regulation and tax requirements relative to payroll and employment of all employees of the Facilities. (C) All employees shall be employed by Affiniti Golf Partners. In addition to the Base Fee and Incentive Fee, Owner shall be responsible to reimburse Affiniti Golf Partners for all charges for the employment of such employees (including, without limitation, employee salaries, bonuses, benefits, payroll taxes, workers compensation premiums, unemployment premiums, health insurance, dental insurance, fringe benefits, etc.), it being acknowledged by Owner and Affiniti Golf Partners that said charges shall be passed through directly to Owner. For purposes of this sub-paragraph (C) the parties agree that the costs passed through shall be all of the direct costs of employment (e.g., employee salaries, bonuses, benefits, payroll taxes, workers compensation premiums, unemployment premiums, health insurance, dental insurance, fringe benefits, payroll services, etc). 5.5 Accounting. Affiniti Golf Partners shall provide, with the exception of income tax returns, complete accounting services for the Facilities, including accounts payable, supervision of payroll processing, bank and general ledger reconciliations, cash management, sales and liquor tax returns, and financial statement preparation. This work does not include the work of a club accountant on site to prepare much of this work, membership statements, etc. 5.6 Fees and Charges. Subject to the approval of Owner, Affiniti Golf Partners shall establish, maintain, revise and administer the overall charge structure of the Facilities, including, without limitation, membership initiation fees and dues, resident and nonresident greens fees, golf cart rental fees, driving range fees, golf club rentals and any other services provided at the Facilities. 5.7 Permits and Licenses. Affiniti Golf Partners shall apply for, obtain and maintain or, when necessary, assist Owner in applying for and obtaining all registrations, licenses, permits, approvals and renewals thereof as Affiniti Golf Partners deems necessary for the lawful operation of the Facilities, and such licenses, permits and renewals shall be obtained and maintained in the name of Owner. Affiniti Golf Partners shall renew all registrations, licenses, and Attachment number 1 Page 5 of 24 Item # 9 permits obtained hereunder and maintain same in full force and effect. All such registrations, licenses, permits and renewals shall be the sole and exclusive property of Owner. Without limiting the foregoing, Affiniti Golf Partners shall make commercially reasonable efforts to secure for the Facilities, at the expense of the Owner, liquor licenses that will permit the Facilities to offer patrons alcoholic beverages in conjunction with their use and enjoyment of the Facilities. Said license shall permit Affiniti Golf Partners, as exclusive Owner of the Facilities, on behalf of the Owner, to serve alcoholic beverages in the normal course of business, and to carry out reasonable management and marketing activities associated with the serving of alcoholic beverages. Affiniti Golf Partners shall comply with all local, county, state and federal laws and regulations governing the serving of alcoholic beverages, and shall properly direct all Facilities personnel in this regard through policies, posting of notices and supervision. The liquor license shall be and shall remain the property of Owner. 5.8 Vendor Services. Affiniti Golf Partners shall, as authorized agent for Owner, enter into contracts in the name of and at the expense of Owner for the furnishing to the Facilities all services required for operation of the Facilities, including, without limitation, electricity, gas, water, steam, telephone, catering services, consulting services, cleaning services, vermin extermination services, Facilities maintenance, air conditioning maintenance, and cable television services. Affiniti Golf Partners shall purchase all materials and supplies in the name of, for the account of, and at the expense of Owner. Provided that any such vendor contracts do not exceed one (1) year in length or are terminable by Affiniti Golf Partners without penalty after one (1) year, Affiniti Golf Partners may select all vendors and sign the vendor’s contracts as authorized agent on behalf of Owner. Any other vendor contracts will be submitted to Owner for approval which approval will not be unreasonably withheld, conditioned or delayed. 5.9 Repairs and Maintenance. Affiniti Golf Partners shall arrange for the making or installing, at Owner’s expense and in the name of Owner, of all repairs, decorations, or maintenance of furnishings, fixtures or equipment to the Facilities, as Affiniti Golf Partners deems reasonable or necessary. 5.10 Capital Expenditures. Owner recognizes the necessity, from time to time, of improvement and replacement of facilities, and equipment at the Facilities and other ordinary capital improvements or replacement items (collectively the “Capital Items”). Affiniti Golf Partners agrees that the Annual Plan and Budget shall specifically include line items for capital repair and capital replacement to maintain the Facilities at the level and standard required under this Agreement. Such line items for capital repairs and capital improvements shall be subject to Owner’s approval as part of the Owner’s approval of the Annual Plan and Budget. Affiniti Golf Partners agrees to expend, on behalf of the Owner, only such amounts as set Attachment number 1 Page 6 of 24 Item # 9 forth in the Annual Plan and Budget for Capital Items as shall be required in the normal and ordinary course of operations of the Facilities, in order to operate the Facilities as set forth in this Agreement. Affiniti Golf Partners shall make recommendations to Owner regarding the expenditure of funds budgeted for Capital Items, and the design and installation of any Capital Items shall be subject to Owner’s prior approval and inspection. If approved by Owner, Affiniti Golf Partners shall supervise installation of Capital Items, in accordance with such approval. 5.11 Compliance with Laws. Affiniti Golf Partners shall arrange at Owner’s expense for compliance in all material respects to the extent reasonably practicable with any statutes, ordinances, laws, rules, regulations, orders, and determinations affecting the Facilities. Affiniti Golf Partners will notify Owner of any notice that it receives of any non-compliance with statutes, ordinances, laws, rules, regulations, orders, and determinations, and, with the prior written consent of Owner make arrangements for curing the non-compliance, including without limitation, any alterations or repairs ordered or required to cure such non- compliance. The Annual Plan and Budget shall be amended to reflect the cost of curing such non-compliance. Such revision to the Annual Plan and Budget may include Capital Items to the extent required by applicable law, and expenditures to comply with applicable law shall not be subject to Owner’s prior approval if the Capital Item must be installed on an emergency basis so as to avoid violating applicable laws, rules and regulations. Further, Affiniti Golf Partners shall promptly discharge any lien, encumbrance or charge on or with respect to the Facilities and the operation thereof, other than mortgages and/or other encumbrances agreed to by Owner. 5.12 Legal Actions. Affiniti Golf Partners shall recommend to Owner any appropriate legal actions or proceeding to collect obligations owing to the Facilities, or to cancel or terminate any contract with the Facilities for breach thereof or default thereunder. Owner shall consider such recommendations and act upon them in accordance with Owner’s policies and procedures. Owner will provide prompt notice to Affiniti Golf Partners regarding the chosen course of action. 5.13 Emergency Repairs. In the event an emergency occurs at the Facilities as a result of fire or any other form of casualty, which emergency presents an imminent risk to persons or property, Affiniti Golf Partners shall have the right to take such steps and make such repairs as may be necessary to protect damage to persons or property and to mitigate any potential future damage to the Facilities. Notwithstanding the foregoing, Affiniti Golf Partners agrees that to the extent the costs of such repair and replacement is less than $10,000.00 in such circumstance, Affiniti Golf Partners shall have the right to undertake such emergency repairs without Owner’s prior approval; provided, however, Affiniti Golf Partners agrees that it shall endeavor to notify Owner as soon as possible of the occurrence of such event, but in any event shall, within forty-eight (48) hours after the occurrence of any such Attachment number 1 Page 7 of 24 Item # 9 emergency, notify Owner of the occurrence and nature of such emergency, the repairs made or proposed to be made and the estimated cost thereof. The costs of such emergency repairs shall be deducted from general operating funds of the Facilities subject to replenishment of such funds from any applicable insurance proceeds. To the extent the costs of repairs exceeds $10,000.00, Affiniti Golf Partners shall not undertake such repair without the Owner’s prior written consent; provided, however, Affiniti Golf Partners may expend up to $10,000.00 to stabilize the situation or mitigate potential further damage to the Facilities. 6. Statements and Reports Affiniti Golf Partners shall render statements to Owner as follows: 6.1 Monthly Statements. On or before the twentieth (20th) day of each calendar month, Affiniti Golf Partners shall render to Owner, a detailed statement of profit and loss together with a cash flow summary of the Facilities for the preceding calendar month and year to date for the portion of the operating year ended on the last day of such preceding calendar month. 6.2 Special Reports. Affiniti Golf Partners shall prepare additional special reports from time to time at the request of Owner to the extent such reports shall cover subject matters which are within the normal scope of Affiniti Golf Partners’ contractual services under this Agreement. 6.3 Annual Statements. On or before the thirty-first (31st) day after the end of each operating year, Affiniti Golf Partners shall provide to Owner, a detailed statement of income and expenses of the Facilities for the preceding operating year. 7. Compensation and Expenses 7.1 Management Fee. As compensation for the services to be rendered by Affiniti Golf Partners during the term of this Agreement, Owner will pay a Management Fee (which amounts shall be paid by Affiniti Golf Partners from the Accounts) said fee to consist of a base fee (the “Base Fee”) and an incentive fee (the “Incentive Fee”) as more fully described in Exhibit A attached hereto. The Base Fee shall be due and payable on the first day of each calendar month. The Incentive Fee shall be calculated and any fees earned shall be distributed once per fiscal year after the twelfth (12th) month on a fiscal year basis. The payment would be made no later than thirty (30) days after the close of the twelfth (12th) month each fiscal year. Attachment number 1 Page 8 of 24 Item # 9 7.2 Expenses. Within ten (10) days after submission of appropriate invoices, the Facilities shall reimburse Affiniti Golf Partners for all reasonable direct expenses incurred by Affiniti Golf Partners’ in the course of providing the services contemplated in this Agreement. Such expenses shall include, without limitation, travel, mileage, meals and lodging expenses incurred by Affiniti Golf Partners personnel in connection with such services. Affiniti Golf Partners personnel will fly “coach” and utilize, whenever possible, relationships between the Facilities and area hotels to keep such reimbursable costs as low as reasonably possible. Except as otherwise provided for in this Agreement in Section 7.3, all indirect costs associated with the providing of these services, such as off-site overhead, wages of Affiniti Golf Partners personnel located off-site, off-site secretarial services and otherwise, shall be the sole responsibility of Affiniti Golf Partners. 7.4 Affiniti Golf Partners Authorization to Draw. Any required payments by Owner under Sections 7.1 and 7.2 shall be drawn by Affiniti Golf Partners from the Accounts. 7.5 Renovation or Material Changes In the event a Facility is closed for repair or renovation, or, if the annual business plan is materially changed by the Owner, then Owner and Affiniti Golf Partners agree that the total compensation to Affiniti Golf Partners will not be less than that paid for the previous fiscal year. 8. Insurance 8.1 Required Coverage. 8.1.1 Owner agrees to procure and maintain, at all times during the Operating Period, a minimum of the following insurance: (i) Insurance on the Facilities and contents, including without limitation the furnishings and equipment and operating inventories, against loss or damage by fire, lightning and/or any other perils insurable under the form of “all risk” coverage then available (including specifically irrigation and/or sprinkler system leakage damage, vandalism and malicious mischief, if available), in an amount equal to the full replacement value of the improvements and contents and with no co-insurance provisions. (ii) Business interruption insurance covering actual losses sustained due to fire, lightning and other perils insurable under the form of “all risk” coverage than available (including specifically irrigation and/or sprinkler system Attachment number 1 Page 9 of 24 Item # 9 leakage damage, vandalism and malicious mischief, if available) in an amount equal to the annual business interruption values and with no co-insurance provisions. Affiniti Golf Partners shall be named as a loss payee to the extent of Affiniti Golf Partner’s interests under this Agreement. (iii) Comprehensive public liability insurance, including without limitation bodily injury, personal injury, property damage, products liability, innkeeper’s liability, contractual liability covering the provisions of this Agreement, and liquor liability, in an amount not less than five million dollars ($5,000,000.00) single limit per occurrence. Affiniti Golf Partners shall be a named insured on this policy. (iv) Automobile liability insurance in an amount not less than one million dollars ($1,000,000.00) single limit per occurrence. Affiniti Golf Partners shall be a named insured on this policy. 8.1.2 Affiniti Golf Partners agrees to procure and maintain, as an Operating Expense, at all times during the Operating Period, worker’s compensation insurance covering all Facilities’ employees, employer’s liability insurance and employment practices liability insurance in an amount not less than five hundred thousand dollars ($500,000.00) or as required by law covering all Facilities’ employees, and both such policies shall not contain a provision for participation by the insured in any loss limits. 8.1.3 If Affiniti Golf Partners does not receive a certificate of insurance from Owner’s insurance carrier or broker reflecting the effective maintenance of the required policies of insurance as specified in Section 8.1 above within fifteen (15) days following the Effective Date or at any time within fifteen (15) days prior to expiration of any such policy, Affiniti Golf Partners may proceed to procure insurance coverage as required in Section 8.1 with the cost of such insurance to be an expense of the Facilities payable by Owner and drawn from the Accounts by Affiniti Golf Partners. 8.1.4 Owner acknowledges and understands that Affiniti Golf Partners has made no representations or warranties that insurance specified in this Agreement is adequate to protect Owner. 8.1.5 To the extent insurance coverages are required by any agreement that binds the Owner or the Facilities that exceed the coverages shown in Section 8.1, Affiniti Golf Partners shall maintain at Owner’s expense insurance of such additional type and amount as Owner shall be required to carry. Attachment number 1 Page 10 of 24 Item # 9 8.2 Policies. All insurance coverage provided for under Section 8.1 above shall be secured through policies issued by insurance companies of good reputation and of sound and adequate financial responsibility having a general policy holder’s rating of not less than “A” and a financial rating of not less than Class “X” in the most current edition of Best’s Insurance Reports. The party procuring such insurance shall deliver to the other party certificates of insurance with respect to all of the policies of insurance so procured, and in the case of insurance about to expire, shall deliver certificates of insurance with respect to renewal policies not less than fifteen (15) days prior to the respective dates of expiration. 8.3 Endorsements. All policies of insurance provided for under Section 8.1 above shall, to the extent obtainable, have attached an endorsement that such policy shall not be cancelled or materially changed without at least thirty (30) days prior written notice to Owner and Affiniti Golf Partners. The comprehensive public liability insurance required under Section 8.1 and the automobile liability insurance required under Section 8.1 shall contain an endorsement to the effect that such insurance shall be primary to any similar insurance that may be carried by Affiniti Golf Partners. 8.4 Blanket Policies. Any insurance policies provided by Owner under Section 8.1 may be affected under policies of blanket insurance that cover other properties in addition to the Facilities, and in such case an allocable portion of the premiums for such blanket policies of insurance shall be charged to the Facilities. 8.5 Waiver of Claims; Waiver of Subrogation. Neither Affiniti Golf Partners nor Owner shall assert against the other, and Owner and Affiniti Golf Partners hereby waive with respect to each other, any claims and rights of recovery for any losses, damages, liability or expenses (including attorneys’ fees) incurred or sustained by either of them on account of injury to persons or damage to property arising out of the Ownership, operation and maintenance of the Facilities. The foregoing waiver applies to each party and to each party’s directors, officers, employees, shareholders and agents to the extent the loss or damage is covered by the injured party’s insurance or the insurance the injured party is required to carry under this Section 8. Owner and Affiniti Golf Partners shall use commercially reasonable efforts to obtain from the insurance companies providing insurance under this Agreement a written subrogation waiver indicating that such insurance company waives all right of recovery by way of subrogation which such insurance company may acquire against Owner or Affiniti Golf Partners (as the case may be) and their insurance companies. Attachment number 1 Page 11 of 24 Item # 9 8.6 Handling of Claims. Owner understands and agrees that with respect to all policies of insurance required under Section 8.1 (whether such policies are maintained by Owner or by Affiniti Golf Partners), the portion of any losses, damages, and expenses paid with respect to such claims which is subject to a deductible amount or a self-insurance or a self-assumption amount shall be the sole responsibility of Owner and such amount shall be paid from the Accounts. 8.7 Notice Of Claims. Owner and Affiniti Golf Partners shall give prompt notice to the other of any third party claims made against either or both of them, and shall cooperate fully with each other and with any insurance carrier to the end that all such claims will be properly investigated, defended and adjusted. Affiniti Golf Partners shall not hire any attorneys to defend any such claim against Owner without Owner consent. 9. Events of Default 9.1 Owner. With respect to Owner it shall be an event of default (“Event of Default”) hereunder if: (1) Upon five (5) days written notice, Owner shall fail to make or cause to be made any payment to Affiniti Golf Partners or to the Accounts required to be made hereunder or to make any payment pursuant to any other agreement between the parties; (2) Owner shall fail to keep, observe or perform any agreement, term or provision of this Agreement to be kept, observed or performed by it, and such default shall continue for a period of thirty (30) days after notice thereof to Owner by Affiniti Golf Partners; provided, however, Owner shall not be in default if such matter cannot be reasonably cured within such thirty (30) days and Owner commences cure within such thirty (30) days and diligently prosecutes such cure to completion. (3) (i) Owner applies for or consents to the appointment of a receiver, trustee or liquidator of Owner or of all or a substantial part of its assets; (ii) Owner files a voluntary petition in bankruptcy or commences a proceeding seeking reorganization, liquidation, or an arrangement with creditors; (iii) Owner files an answer admitting the material allegations of a bankruptcy petition, reorganization proceeding, or insolvency proceeding filed against Owner; (iv) Owner admits in writing its inability to pay its debts as they come due; (v) Owner makes a general assignment for the benefit of creditors; or (vi) an order, judgment or decree is entered by a court of competent jurisdiction, on the application of a creditor, adjudicating Attachment number 1 Page 12 of 24 Item # 9 Owner a bankrupt or insolvent or approving a petition seeking reorganization of Owner or appointing a receiver, trustee or liquidator of Owner or of all or a substantial part of its assets, and such order, judgment or decree continues unstayed and in effect for any period of sixty (60) consecutive days. (4) One or more golf holes, the clubhouse, maintenance building, or any material service of the Facilities shall be rendered incapable of normal operation because of weather, fire or casualty, and shall not be repaired, restored, rebuilt, or replaced within (twelve (12) months) after casualty, subject to delay for force majeure. (5) Through no fault of Affiniti Golf Partners, the licenses required for the operation of the Facilities are at any time suspended, terminated, or revoked, and such suspension, termination, or revocation shall continue unstayed and in effect for a period of one-hundred eighty (180) days consecutively, subject to delay for force majeure. (6) A default after any applicable grace period or notice and cure period exists and continues under any applicable debt document with respect to the Facilities. 9.2 Affiniti Golf Partners. With respect to Affiniti Golf Partners, it shall be an Event of Default hereunder if Affiniti Golf Partners shall fail to keep, observe, or perform any material agreement, term or provision hereof required to be kept, observed, or performed by it, and such failure shall continue for a period of thirty (30) days after notice thereof shall have been given to Affiniti Golf Partners by Owner; provided, however, Affiniti Golf Partners shall not be in default if such matter cannot be reasonably cured within such thirty (30) days and Affiniti Golf Partners commences cure within such thirty (30) days and diligently prosecutes such cure to completion. 10. Remedies Upon Default 10.1 Remedies of Affiniti Golf Partners. If any Event of Default by Owner shall occur, which is not cured within the applicable cure period, if any, Affiniti Golf Partners may (in addition to any other remedy available to it in law or equity including, without limitation, damages arising from the breach) terminate this Agreement. In the event Affiniti Golf Partners elects to terminate this Agreement, in addition to the remedies above, Affiniti Golf Partners may recover as full liquidated damages for future Base Fees and Incentive Fees that could have been Attachment number 1 Page 13 of 24 Item # 9 earned under this Agreement, an amount equal the most recent three months base and incentive fees earned. Affiniti Golf Partners and Owner have made these provisions for liquidated damages as it would be difficult to calculate on the date hereof, the amount of actual damages for such breach and agree that these sums represent reasonable compensation to Affiniti Golf Partners for such breach by Owner. 10.2 Remedies of Owner. If any Event of Default by Affiniti Golf Partners shall occur and be continuing, Owner may, as its sole and exclusive remedy on account of such Event of Default, forthwith terminate this Agreement. In such event, Affiniti Golf Partners shall be entitled to receive payment of all undisputed and unpaid amounts due to Affiniti Golf Partners pursuant to the terms hereof with interest at ten percent (10%) per annum until paid, unless prohibited or otherwise limited under applicable law, in which event such charges shall not exceed the amount collectible under such law, and neither party shall have any further obligations whatsoever under this Agreement, except pursuant to the indemnity provisions of Section 11. 10.3 Rights Cumulative; No Waiver. The failure of either party hereto to insist any time upon the strict observance or performance of any of the provisions of this Agreement or to exercise any right or remedy as provided in this Agreement, shall not impair any such right or remedy or be construed as waiver or relinquishment thereof with respect to subsequent defaults. Every right and remedy given by this Agreement to the parties hereof may be exercised from time to time and as often as may be deemed expedient by the parties hereto, as the case may be. 11. Termination 11.2 Termination by Owner Notwithstanding the provisions of 9.1 of this Agreement, Owner may terminate this Agreement without cause or justification at any time. Owner shall give Affiniti Golf Partners sixty (60) days written notice. Upon effective date of termination of this Agreement, all amounts due and owing between parties shall become immediately due and payable. All amounts due to or from a party shall be paid through the effective date of termination in the same manner such amounts would have been paid if this Agreement had not been terminated. The Attachment number 1 Page 14 of 24 Item # 9 amount of any incentive fee due Affiniti Golf Partners shall be computed as of the effective date of termination. 11.2 Termination by Affiniti Golf Partners So long as Owner is not in default of any provision of the Agreement, Affiniti Golf Partners shall not, without written consent of Owner, be entitled to terminate this Agreement. During any Renewal Term, Affiniti Golf Partners shall be entitled to terminate this Agreement upon three months written notice to Owner. In the event that, in accordance with the terms hereof, Affiniti Golf Partners terminates this Agreement, Affiniti Golf Partners shall be entitled to receive its compensation through and including the actual date of termination as provided in the notice to Owner. 12. Indemnification 12.1 To the extent not covered by Owner’s insurance, Owner agrees to indemnify, protect, defend, and hold harmless Affiniti Golf Partners and its Owners, officers, directors, and employees from and against any and all claims, demands, actions, lawsuits, proceedings, damages, liabilities, judgments, penalties, fines, attorneys’ fees, costs and expenses through all levels of appeal: (i) which result from any event, condition, or activity occurring or existing prior to the Effective Date; or (ii) which relate to any labor or employment condition or situation occurring or existing prior to the Effective Date; or (iii) which relate to or arise from the presence in, on, under or about the Facilities, or the escape, seepage, leakage, spillage, discharge, emission or release, of any hazardous materials, toxic substances or petroleum products (as defined or regulated under any and all applicable federal, state and local environmental, health or safety laws, ordinances and regulations) from or through the Facilities, including without limitation any and all costs of any required or necessary repair, cleanup, remediation or decontamination of the Facilities, and the preparation and implementation of any closure, remedial or other required plans; or (iv) which results from any act or omission by Affiniti Golf Partners in connection with the management and operation of the Facilities (1) that is expressly authorized by this Agreement, or (2) that is within the scope of Affiniti Golf Partner’s duties under this Agreement, or (3) that is within Affiniti Golf Partner’s delegated authority under this Agreement, or (4) that Attachment number 1 Page 15 of 24 Item # 9 was either at the direction of Owner, unless such act or omission constitutes gross negligence or willful misconduct on the part of any employee of Affiniti Golf Partners (and is neither at the direction of Owner nor with the approval of Owner), in which event Affiniti Golf Partners shall not be indemnified under this Section 11.1; and (v) which results from any act or omission constituting gross negligence or willful misconduct on the part of Owner or its employees. 13. Trade Names and Intellectual Property The Facilities shall be known by such trade name and/or trademark or logo as may from time to time be determined by Owner. All names, logos and designs used at the Facilities shall be the exclusive property of Owner. However, during the term of this Agreement Affiniti Golf Partners shall have a non-exclusive license to use such names, logos and designs in connection with the operation of the Facilities. Affiniti Golf Partners may identify the Facilities as golf courses managed and operated by Affiniti Golf Partners and may use the name “Affiniti Golf Partners, Inc.” or the Affiniti Golf Partners, Inc. logo alone or in conjunction with other words or names or designs owned by Affiniti Golf Partners or any of its affiliates. It is recognized that the name “Affiniti Golf Partners, Inc.” together with any other names, logos or designs owned by Affiniti Golf Partners or any of its affiliates and used in the management and operation of the Facilities (including without limitation any such names, logos or designs used in connection with the restaurant, banquet rooms and meeting rooms in and about the Facilities), together with appurtenant goodwill, are the exclusive property of Affiniti Golf Partners or its affiliates (collectively, the “Affiniti Golf Partners-Owned Names”). Accordingly, Owner agrees that no right or remedy of Owner for any default on the part of Affiniti Golf Partners under this Agreement shall, nor shall any provision of this Agreement, confer upon Owner or its successors or assigns the right to use Affiniti Golf Partners-Owned Names in the operation of the Facilities or otherwise. All intellectual property of the Club including but not limited to websites, proprietary software, and/or systems are the property of the Owner. Upon termination of this Agreement, such property will remain with the Owner. 14. Notices Any and all notices, consents, or directives by either party intended for the other shall be in writing and shall be deemed to have been duly given as of the date and time the same are personally delivered, or within three (3) days after depositing with the United States Postal Service, postage prepaid by registered or certified mail, return receipt requested, or within one (1) day after depositing with Federal Express or other nationally recognized Attachment number 1 Page 16 of 24 Item # 9 overnight delivery service from which a receipt may be obtained, and addressed as follows, unless either party shall have designated a different address by serving written notice of change or address as provided herein. If to Owner: Mr. Tom Beck City of Augusta, Georgia Director, Recreation, Parks & Facilities Department 2027 Lumpkin Rd. Augusta, GA 30906 If to Owner: Mr. Whitney Crouse Affiniti Golf Partners 3430 Highway Nine Alpharetta, GA 30004 15. Sale or Transfer of Control In the event of the sale or other transfer of control over the Facilities, Owner will assign this Agreement to the purchaser or transferee, and upon such assignment and the written assumptions by the purchaser of all the obligations of Owner to Affiniti Golf Partners hereunder, Owner shall be fully released and relieved of all obligations hereunder. 16. Force Majeure If at any time it becomes necessary in either party’s reasonable opinion to cease operation of all or part of the Facilities to protect the Facilities or the health, safety and welfare of tenants, invitees, guests or employees of the Facilities for reasons of force majeure such as, but not limited to, acts of war, insurrection, civil strife and commotion, labor unrest, contagious illness, catastrophic events, or acts of God, then, in such event, Affiniti Golf Partners or Owner may close and cease operation of all or part of the Facilities, reopening and commencing operation when such may be done without jeopardy to the Facilities, its tenants, invitees, guests and employees. The time for performance of an obligation to which such force majeure applies shall be extended for a period of time equivalent to the delay from such cause, provided that at no time shall the safety or welfare of Facilities’ tenants, invitees, guests or employees be at risk nor shall Owner’s interest in the Facilities be threatened or otherwise be put in jeopardy. 17. Casualty and Condemnation 17.1 In the event fire, windstorm or other casualty shall damage or destroy the Facilities or any portion thereof, Owner may restore the Facilities, or at Owner’s sole option, terminate this Agreement immediately upon written notice to Affiniti Golf Attachment number 1 Page 17 of 24 Item # 9 Partners without any claim of liability against Owner by Affiniti Golf Partners. If Owner elects not to restore the Facilities, Owner shall pay to Affiniti Golf Partners a termination fee equal to the prior year’s Base Fee plus Incentive Fee, which fee shall be a termination fee. 17.2 If the whole of the Facilities shall be taken or condemned in any eminent domain, condemnation, compulsory acquisition or similar proceeding by any competent authority for any public or quasi-public use or purpose, or if such portion which is materially all thereof shall be taken or condemned and as a result the Facilities can no longer be operated as contemplated herein in an economically viable manner, this Agreement shall terminate as of the date of such taking. Upon such termination, neither party shall have any further obligation to the other party hereunder, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination. If this Agreement is not terminated as set forth above, Owner may, in Owner’s sole discretion, repair any damage to the Facilities, or part thereof, or alter or modify the Facilities, or part thereof, or elect to terminate this Agreement immediately upon written notice to Affiniti Golf Partners. 18. Definitions 1. “Net Operating Income” shall mean that amount, if any, by which Gross Revenues exceed Gross Operating Expenses for the particular period in question. “Gross Revenues” shall mean all receipts derived and actually received from the operation of the Facilities from cash or credit transactions during the term of the Agreement, computed on an accrual basis, including, but not limited to, initiation fees or deposits, member dues, guest fees, the amount of all sales (wholesale or retail) of goods, wares, or merchandise on, at, or from the Facilities or for services of any nature performed on, at, or from the Facilities, determined in accordance with generally accepted accounting principles applied on a consistent basis. Gross Revenues shall be reduced by any refunds, rebates, discounts, and credits of a similar nature given, paid, or returned by Affiniti Golf Partners in the course of obtaining such Gross Revenues. Gross Revenues shall not include: (A) Applicable gross receipts taxes, sales and use taxes, or similar governmental charges collected directly from patrons, members or their guests or as a part of the sales price of any goods or services; (B) Gratuities added to billings as compensation to employees of the Facilities, (C) Proceeds of borrowings by Owner; (D) Insurance proceeds paid as a result of an insurable loss, unless paid for the loss or interruption of business; (E) Any portion of any initiation fee or deposit which may be refundable; Attachment number 1 Page 18 of 24 Item # 9 (F) Any eminent domain, condemnation or similar proceeds with respect to the Facilities; (G) Proceeds from the sale of Capital Items; (H) Sales of any property, capital assets or other assets not in the ordinary course of business; or (I) Any funds provided by Owner. 2. “Operating Expenses” shall mean all operating expenses of the Facilities incurred or paid on behalf of Owner during the term of the Agreement, computed on an accrual basis, including, but not limited to, the following items: (A) Salaries, wages, employee benefits, and payroll expenses, including payroll taxes, and insurance of (a) all employees employed on-site in the direct operation of the Facilities, (b) all employees employed off-site to the extent their responsibilities are directly related to the day-to-day operation of the Facilities; (B) Marketing, advertising, and promotional expenses; (C) Replacement of inventories of maintenance parts and supplies, food stores and bar supplies; (D) Replacement of broken, lost or damaged silverware, chinaware, glassware, cooking utensils and other similar items of equipment. (E) Office supplies, postage, printing, routine office expenses, and accounting services incurred in the on-site operation of the Facilities; (F) The management fee; (G) The costs of entertainment at the Facilities; (H) Reasonable travel expenses of on-site employees incurred exclusively in connection with the business of the Facilities; (I) Accrual of a reserve for insurance and property taxes each fiscal month in an amount or at a rate that is sufficient to pay such insurance premiums or property taxes when they become due and payable; (J) Insurance premiums for Owner’s insurance and property taxes; (K) Auditing, accounting costs, payroll fees, computer fees, and legal fees incurred in respect of the operation of the Facilities; (L) Costs incurred for utilities, including, but not limited to all electric, gas, and water costs, and any other private utility charges incurred in connection with the operation of the Facilities; (M) All lease payments on any item of furniture, fixtures, or equipment utilized in the operation of the Facilities, except as set forth below; (N) All out-of-pocket expenses incurred by Affiniti Golf Partners in providing the services under the terms of this Agreement; and (O) All other customary and reasonable expenses incurred in the operation of the Facilities. Attachment number 1 Page 19 of 24 Item # 9 Any of the above provisions resulting in a double inclusion as an Operating Expense shall be allowed as an inclusion only once. Operating Expenses shall not include, although Owner shall be responsible for paying and Owner shall fund the Accounts sufficient to make such payments, (i) depreciation or amortization, (ii) principal or interest payments on indebtedness, (iii) ground lease rent, (iv) deductible, co-insurance, self-insurance or similar amounts payable with respect to any occurrence or insurance claim, and (v) federal and state income taxes incurred by Owner. Operating Expenses shall also not include any items excluded from Gross Revenues, which nevertheless have to be paid by Owner or the Facilities. 19. Miscellaneous 19.1 Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto and cannot be changed or modified except by another agreement in writing signed by the party sought to be charged therewith or by its duly authorized agent. 19.2 Non-Assignability. Except as otherwise provided, this Agreement cannot be assigned, encumbered or subcontracted by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. 19.3 Executed Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed an original. 19.4 Captions. The captions of various of the provisions of this Agreement are included for convenience only, and are in no way to be construed as part of this Agreement or as a limitation upon the scope of the particular provisions to which they refer. 19.5 Successor and Assigns. This Agreement and all the provisions hereof shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigned. 19.6 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State in which the Facilities are located. Attachment number 1 Page 20 of 24 Item # 9 19.7 Severability. If any of the provisions of this Agreement shall be construed to be illegal or invalid, such construction shall not affect the legality or validity of any of the other provisions hereof, and the illegal or invalid provisions hereof shall be deemed stricken and deleted from this Agreement to the same extent as if never incorporated herein, but all other provisions hereof shall remain in full force and effect. 19.8 Attorneys’ Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys’ fees, paralegal fees and costs incurred in such suit at trial, appellate, mediation, arbitration, bankruptcy and/or administrative proceedings. 19.9 No Third Party Beneficiaries. It is the intention of the parties to this Agreement that no third party shall have the benefit of or any right under any of the provisions hereof. 19.10 Non-recordation. This Agreement may, at the option of Affiniti Golf Partners, be recorded in any office or place of public record. 19.11 Inspection of Facilities. Owner, and its lenders and agents, shall have the right from time to time to inspect the Facilities. 19.12 Confidentiality. The terms and provisions of this Agreement shall be confidential between Owner and Affiniti Golf Partners and shall be released to third parties only in connection with carrying out their respective duties and obligations described herein, in connection with any order of court, to comply with governmental rules and regulations, and as required by any proposed purchaser or mortgagee of all or any portion of Owner’s or Affiniti Golf Partner’s interests in the Facilities and this Agreement, and then only to the extent as may be reasonable necessary. The foregoing shall not be construed to limit Affiniti Golf Partner’s ability to announce both privately and publicly that it manages the Facilities. 19.13 Time of the Essence. Time is of the essence of this Agreement. 19.14 Estoppel Certificate; Release of Agreement. Attachment number 1 Page 21 of 24 Item # 9 Affiniti Golf Partners and Owner agree to furnish to the other party from time to time, within ten (10) days after request by such party, an Estoppel certificate setting forth any defaults under this Agreement known to the party furnishing the Estoppel certificate, stating that this Agreement is unmodified and in full force and effect or, if not, stating the details of any modification and whether this Agreement as modified is in full force and effect and the date to which payments have been made. Such Estoppel certificate shall be provided at no cost to the requesting party. Upon termination of this Agreement, Affiniti Golf Partners shall, upon request by Owner, execute such documents and instruments in recordable form as may be necessary to evidence termination of this Agreement and all rights of Affiniti Golf Partners hereunder. 19.15 No Party Deemed Draftsman. The Owner and Affiniti Golf Partners have negotiated all provisions of this Agreement at arms length and with full representation by their respective legal counsel. This Agreement shall not be construed for or against either party by reason of the authorship or alleged authorship of any provision hereof or by reason of the status of the respective parties. Owner and Affiniti Golf Partners agree that no party shall be deemed to be the draftsman of this Agreement and further that in the event that this Agreement is ever construed by a court of law, such court shall not deem either party to be the draftsman of this Agreement. 19.16 Survival of Covenants. Any covenant, term or provision of this Agreement, which, in order to be effective, must survive the termination of this Agreement, shall survive any such termination. 19.17 Incorporation by Reference. The recitals first set forth above in this Agreement and all exhibits, appendices and attachments hereto are hereby incorporated herein by reference and made a part of this Agreement. 19.18 Calculation of Time Periods. Wherever under the terms and provisions of this Agreement the time for performance falls upon a Saturday, Sunday, or legal holiday, such time for performance shall be extended to the next following business day. In witness whereof, Owner and Affiniti Golf Partners have executed, or caused to be executed, this Agreement by and through their duly authorized officers all as of the day and year first above written. Attachment number 1 Page 22 of 24 Item # 9 For The Owner By:________________________________________ Its:________________________________________ Attest:_____________________________________ For Affiniti Golf Partners By:________________________________________ Its:________________________________________ Attest:_____________________________________ Attachment number 1 Page 23 of 24 Item # 9 Exhibit “A” Management Fees The management fee for the first 12 months of operation shall be $5,000 per month and shall include turnkey club operations and accounting services. Each year, on the anniversary of this Agreement, the monthly fee shall increase by 3%. Affiniti Golf Partners will have the ability to earn an incentive fee to the aforementioned base fee, with said incentive fee paid according to and commensurate with the financial performance of the club. The incentive fee is typically set at an additional 25% of the total base fee or ($15,000). The total management fee incentive is paid if the budgeted EBITDA for the club is attained. The management fees shall be paid through a combination of a monthly base fee and an incentive fee, the latter to be paid once per year within 30 days of the end of the twelfth month of the fiscal year. An example of how the EBITDA Incentive Fee would be paid is as follows: If the budgeted EBITDA goal is achieved, Affiniti receives the full/budgeted incentive fee. For every dollar achieved greater than the EBITDA goal, we calculate the % above the EBITDA goal and Affiniti receives the same amount of % higher than the Incentive Fee. For every dollar achieved less than EBITDA goal we calculate the % below the EBITDA goal and Affiniti receives the same amount of % lower than the Incentive Fee. Attachment number 1 Page 24 of 24 Item # 9 Options for Operation of Augusta Municipal Golf Course “The Patch” Item # 9 Option 1 Continue Current Operations Option 2 Lease all Operations to Private Entity Option 3 Implement “Patch Committee” Recommendation to Hire Management Firm and Partner with First Tee of Augusta Item # 9 Option 1 : Continue Current Operations •Operated in house by City forces •Staffing would continue as current •Place operation in General Fund (i.e. Augusta Aquatics Center & Newman Tennis Center) •City responsible for all expenses & revenues •Financial Impact –2010 Actual Net (before cost allocation & depreciation) - ($142,295) –2011 Actual Net (before cost allocation & depreciation) - $72,807 Item # 9 Key Points of Option 1: •Customer service continues as known product •City has control over rates and fees and all other operations •City would in all probability continue to operate in a financial deficit •New ideas & services would be limited Option 1 - Continue Current Operations Item # 9 •RFP-10-142A was issued by Augusta Procurement Department and opened February 11, 2011 •One (1) compliant bidder: Patch of Augusta, LLC. –Principal Owners: Brian Hendry – Aberdeen, Scotland Michael Kistler – Savannah, Georgia –Met minimum service requirements of bid –New Company –Interview panel rated overall proposal at 80.8 out of 100 Option 2: Lease Golf Course to Private Entity Item # 9 Option 2: Lease Golf Course to Private Entity Continued •Highlights of Proposal –Want to keep rates affordable for 51 weeks of the year –Major emphasis on Master’s week for revenue through packages and rate increases –Ten (10) year lease Item # 9 •Financial Impact –All expenses and revenues are inherited by Patch of Augusta, LLC –General Fund subsidy will end of $ 150,000 to $200,000 per year –Will pay City of Augusta $ 1,000 per month or $ 12,000 per year –Will pay City of Augusta $ 80,000 for existing equipment Option 2: Lease Golf Course to Private Entity Continued Item # 9 Key Points of Option 2: •Eliminates all financial risk for City of Augusta •New ideas for improved services could be beneficial •City loses control over rates and fees •Current Golf Course Staff would not be guaranteed employment Option 2 - Lease Golf Course to Private Entity Item # 9 •“Patch Committee” was comprised of representatives of Paine College, Augusta State University, Richmond County Board of Education, First Tee of Augusta, and members of the Patch. •Report presented to Augusta Commission February 15, 2011 consisted of the following primary recommendations: –That a professional golf management company be hired to operate the golf course. It is our belief that hiring an experience management company has the highest probability of improving the operation and financial position of the course and thus ensuring the long-term viability of The Patch. Option 3: Implement “Patch Committee” Recommendation to Hire Management Firm and Partner with First Tee of Augusta Item # 9 –That a commission be established to oversee the management company in order to protect the interests of the Commission, taxpayers, and constituents that currently utilize The Patch. This is similar to the model currently employed by the Forest Hills Golf Course, which has enjoyed recent success in increasing both the profitability and the improving the golfer’s experience. –That rates and dues be increased –That advertising and promotion be increased to a reasonable level –That food and beverage operations be expanded –That the course officially be renamed “The Patch” Option 3: Implement “Patch Committee” Recommendation to Hire Management Firm and Partner with First Tee of Augusta Continued Item # 9 Projected Cash Flow with Management Company 2011 2012 2013 2014 2015 Rounds 22,050 23,000 24,000 25,000 26,000 Club Revenues Golf 419,184 445,989 474,688 504,356 535,020 Food & Beverage 77,616 82,579 87,893 93,386 99,064 Total Club Revenues: 496,080 534,197 575,006 617,194 660,799 Cost of Goods Sold Golf Merchandise 11,576 11,808 12,044 12,285 12,531 Food & Beverage 27,115 28,849 30,705 32,624 34,608 Total Cost of Goods Sold: 38,691 40,657 42,749 44,909 47,139 Gross Margin – Operations 457,389 493,540 532,257 572,285 613,660 Club Expenses Golf 148,096 151,058 154,079 157,161 160,304 Food & Beverage 31,857 32,494 33,144 33,806 34,483 Maintenance 153,113 156,175 159,299 162,485 165,735 G & A 138,148 140,911 143,729 146,604 149,536 Total Club Expenses: 471,214 480,638 490,250 500,055 510,058 Net Operating Cash Flow: (13,825) 12,902 42,006 72,229 103,602 Management Fees: (75,000) (75,000) (75,000) (75,000) ( 75,000) Net: (88,824) (62,098) (32,993) ( 2,770)28,604 Item # 9 Partnership with First Tee of Augusta -First Tee would reduce size of lease from forty (40) acres to approximately twenty (20) acres -Six (6) golf holes would be reduced to two (2) holes and new practice tee would be constructed -Augusta Municipal Golf Course would provide maintenance and upkeep of First Tee through a service contract -Augusta Municipal Golf Course would provide guaranteed tee times to First Tee participants at a reduced rate -Projected new net revenues from First Tee of Augusta: $ 30K to $50K -Approximately twenty (20) acres could be purchase by Augusta State University for future expansion. - Proceeds from sale could be allocated back to both Augusta Municipal Golf Course and First Tee of Augusta for course improvements Item # 9 Summary of Projected First Year Financials (not Including Cost Allocation/Depreciation) Operating loss: ($ 13,824) New Revenue-First Tee: $ 30,000 Net: $ 16,176 Item # 9 Key Points of Option 3: •City retains control over rates and fees •Management contract term is flexible •First Tee of Augusta program continues •Augusta State University potentially can acquire needed property from expansion •New ideas from management firm could be beneficial •City retains employment approval for all Golf Course staff employed by management firm •Deficit reduction still an unknown •Cost of management firm contract: approx. $ 75,000 per year Option 3: Implement "Patch Committee" Recommendation to Hire Management Firm and Partner with First Tee of Augusta Item # 9 Other Options Item # 9 PublicServiceCommitteeMeeting 7/11/201112:50PM StandardAeroLease Department:AugustaRegionalAirport Caption:MotiontoapprovetheleasebetweenAugustaRegiona lAirport andStandardAeroBusinessAviationServices,LLCas approved bytheAugustaAviationCommissionattheirJune30 ,2011 meeting. Background:StandardAerooriginallyknownasGarretthasbeen atenantatthe AugustaregionalAirportsinceJuly15,1976.Theo riginallease wasextendedtoDecember31,1997withanexercised option extendingtheleasetoDecember31,2007,andagain toDecember 31,2010.Thereafterthepartiesextendedtheterms andconditions by90daysbylettertofacilitateadditionalnegot iations.Ending annualrentalpaymentswere$320,456.00. Analysis:ThenewdocumentbecomeseffectiveJuly1,2011and isvalidfor tenyearswithanoptionfor10additionalyearssu bjecttothe renegotiationofallratesandchargesforthe10y earrenewal period. FinancialImpact:Annualrentwillincreaseby5%eachyearforthef irsttwoyears and3%annuallythereafterthroughtheninthyear.Thetenthyear willremainflat.Yearonewillbe$336,479.00with yeartenbeing $434,518.00.Anyholdoverswouldbeat1.5timesth efinal monthlyrentforthefirst90daysand2timesther eafter.The documentinitsentiretyisenclosedforreview. Alternatives:Denyrequest. Recommendation:RecommendtheAugustaCommissionapprovethenewSt andard Aeroleasewitharecommendation. FundsareAvailable intheFollowing Accounts: N/A Cover Memo Item # 10 REVIEWEDANDAPPROVEDBY : Finance. Law. Administrator. ClerkofCommission Cover Memo Item # 10 Attachment number 1 Page 1 of 1 Item # 10