HomeMy WebLinkAboutC H 2 MHill Transmittal
Augusta Richmond GA
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CH2N1HILL
TRANSMITTAL
To:
Mr. Max Hicks
From: Larry Scott
Augusta Utilities Department CH2M HILL
Date: July 18, 2001
Re: New Surface Water Treatment Plant
We Are Sending You:
./ Attached
Under separate cover via
Shop Drawings
Documents
Tracings
Prints
Specifications
Catalogs
Copy of letter
Other:
Quantity
Description
If material received is not as listed, please notify us at once
Remarks: Attached is copy of the Standard form of Agreement Between Owner and Design-
Builder-Cost Plus Fee with a Guaranteed Maximum Price, and General Conditions Articles
1 - 12 signed agreement with Montgomery Watson Americas
Copy To:
AUGUSTAlDOCUMENT3
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Standard form of Agreement Between
Owner and Design-BuHder - Cost Plus Fee with
a Guaranteed Maximum Price
This AGREEMENT is made as of the /!l!!aay of dq/Yl- in the year of 2001, by and
between the following parties, for services in connection with the Project identified below.
OWNER:
AUGUST A, GEORGIA
530 GREENE STREET
AUGUSTA, GEORGIA 30911
DESIGN-BUILDER:
MONTGOMERY WATSON AMERICAS
PERIMETER 400 CENTER
1100 JOHNSON FERRY RD., NE
SUITE 460
ATLANTA, GEORGIA
PROJECT:
NEW SURF ACE WATER TREATMENT PLANT
AUGUST A, GEORGIA
ArticleJ
Design-Builder's Servi~ and 'aesponsibilities
Scope of Work '
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1.1 Design Services. Design-Builder shall, consistent with applicable state licensing laws,
provide design services, including architectural, engineering and other design professional
services, required by this Agreement. Such design services shall be provided through qualified,
licensed design professionals who are either (i) employed by Design-Builder, or (ii) procured by
Design-Builder from independent sources. Nothing in this Agreement is intended to create any
legal or contractual relationship between Owner and any independent design professional.
1.2 Phase I - Project Definitions
1.2.1 Owner has provided Design-Builder with Owner's Project Criteria describing Owner's
program requirements and objectives for the Project, which is attached as Exhibit A captioned
Scope of Work. Owner's Project Criteria shall include Owner's use, space, price, time, site,
performance and expandability requirements. Owner's Project Criteria may include conceptual
documents, design criteria, performance requirements and other technical materials and
requirements prepared by or for Owner.
1.2.2 Design-Builder shall review and prepare a written evaluation of such criteria, including
recommendations to Owner for different and innovative approaches to the design and
construction of the Project. The parties shall meet to discuss Design-Builder's written evaluation
of Owner's Project Criteria and agree upon what revisions, if any, should be made to such
criteria.
1.3 Schematic Design Documents. Design-Builder shall prepare Schematic Design
Documents (30% design documents) based on Owner's Project Criteria and the Contract
Documents set forth in Section 2.1, as may be revised in accordance with Section 1.2.2 hereof
The Schematic Design Documents shall include design criteria, drawings, diagrams and
specifications setting forth the requirements of the Project. The parties shall meet to discuss the
Schematic Design Documents and agree upon what revisions, if any, should be made. Design-
Builder shall perform such agreed-upon revisions.
1.4 Proposal. Based on Owner's Project Criteria, the Schematic Design Documents, as each
may be revised pursuant to Sections 1.2.2 and 1.3 above, and any other documents upon which
the parties may agree, Design-Builder shall submit a proposal to Owner (the "Proposal"), which
shall include the following unless the parties mutually agree otherwise:
.1 a proposed contract price for the design and construction of the Project, which
price shall be the cost of the work plus a fee with a Guaranteed Maximum Price
("GMP");
.2 a schedule and date of Substantial Completion of the Project upon which the
Contract Price for the Project is based;
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.3 the time limit for acceptance of the Proposal.
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1.5 Review of Proposal. Design-Builder and Owner shall meet to discuss and review the
Proposal. If Owner has any comments regarding the Proposal, or finds any inconsistencies or
inaccuracies in the information presented, it shall promptly give written notice to Design-Builder
of such comments or findings. If Design-Builder finds the revisions acceptable, Design-Builder
shall, upon receipt of Owner's notice, adjust the Proposal.
1.6 Phase 11- Project Implementation
1.6.1 Design-Builder shall perform all design and construction services, and provide all
material, equipment, tools and labor, necessary to complete the Work described or be reasonably
inferable from the Contract Documents set forth in Section 2.1.
Article 2
Contract Documents
2.1 The Contract Documents are comprised of the following:
.1 All written modifications, amendments and change orders to this Agreement.
issued in accordance General Conditions of Contract attached hereto;
.2 This Agreement, including Exhibit A-Scope of work, Exhibit B-Project Cost,
Exhibit C-Schedule, and attachments, executed by Owner and Design-Builder;
.3 Written Supplementary Conditions, if any, to the General Conditions of Contract;
.4 The General Conditions of Contract;
.5 Construction Documents prepared and approved in accordance with Section 2.4
of the General Conditions of Contract;
.6 Design-Builder's Deviation List, if any, contained in Design-Builder's Proposal,
which shall specifically identify any and all deviations from Owner's Project
Criteria;
.7 Owner's Project Criteria; and
.8 Design-Builder's Proposal, except for the Deviation List, submitted in response to
Owner's Project Criteria, upon approval by Owner.
In consideration of the mutual covenants and obligations contained herein, Owner and Design-
Builder agree as set forth herein.
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Article 3
Interpretation and Intent
3,1 The Contract Documents are intended to permit the parties to complete the Work and all
obligations required by the Contract Documents within the Contract Time(s) for the Contract
Price. The Contract Documents are intended to be complementary and interpreted in harmony so
as to avoid conflict In the event of any inconsistency, conflict, or ambiguity between or among
the Contract Documents, the Contract Documents shall take precedence in the order in which
they are listed in Section 2.1 hereof
3.2 Terms, words and phrases used in the Contract Documents, including this Agreement,
shall have the meanings given them in the General Conditions of Contract.
3.3 The Contract Documents form the entire agreement between Owner and Design-Builder
and by incorporation herein are as fully binding on the parties as if repeated herein. No oral
representations or other agreements have been made by the parties except as specifically stated in
the Contract Documents.
Article 4
Ownership of Work Product
4.1 Work Product. Upon Owner's payment for Work performed under the Contract
Documents, whether completed, or terminated by Owner or Design-Builder as provided for
herein, such Work shall be Owner's conditioned on Owner's express understanding that its use
of the Work Product is at Owner's sole risk and without liability or legal exposure to Design-
Builder or anyone working by or through Design-Builder, including Design Consultants of any
tier.
Article 5
Contract Time
5.1 Date of Commencement. The Work shall commence within five (5) days of Design-
Builder's receipt of Owner's Notice to Proceed ("Date of Commencement") unless the parties
mutually agree otherwise in writing.
5.2 Substantial Completion and Final Completion.
5.2.1 Substantial Completion of the entire Work shall be achieved no later than
( ) calendar days after the Date of Commencement ("Scheduled Substantial Completion
Date").
5.2.2 Interim milestones and/or Substantial Completion of identified portions of the Work shall
be achieved as set forth in Schedule C and/or the Proposal.
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5.2.3 Final Completion of the Work or identified portions of the Work shall be achieved as
expeditiously as reasonably practicable.
5,2.4 All of the dates set forth in this Article 5 ("Contract Time(s)") shall be subject to
adjustment in accordance with the General Conditions of Contract.
5.3 Time is of the Essence. Owner and Design-Builder mutually agree that time is of the
essence with respect to the dates and times set forth in the Contract Documents.
5.4 Liquidated Damages. Design-Builder understands that if Substantial Completion is not
attained by the Scheduled Substantial Completion Date as set forth in the Proposal and accepted
by Owner, Owner will suffer damages which are difficult to determine and accurately specify.
Design-Builder agrees that if Substantial Completion is not attained by sixty (60) days after the
Scheduled Substantial Completion Date (the "LD Date"), Design-Builder shall pay Owner One
Thousand Dollars ($ 1,000.00) as liquidated damages for each day that Substantial Completion
extends beyond the LD Date, The liquidated damages provided herein shall be in lieu of all
liability for any and all extra costs, losses, expenses, claims, penalties and any other damages,
whether special or consequential, and of whatsoever nature incurred by Owner which are
occasioned by any delay in achieving Substantial Completion.
Article 6
Contract Price
6.1 Contract Price
6.1.1 Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions
of Contract a contract price ("Contract Price") equal to Design-Builder's Fee (as defined in
Section 6,2 hereof) plus the Cost of the Work (as defined in Section 6.3 hereof), subject to any
GMP established in Section 6.5 hereof and any adjustments made in accordance with the General
Conditions of Contract.
6.1.2 For the specific Work set forth below, Owner agrees to pay Design-Builder, as part of the
Contract Price, on the following basis: (This is an optional section intended to provide the parties with flexibility to identify
and price limited preliminary services, such as a lump sum or cost-plus arrangement for preliminary design, programming, or services necessary
to enable Design-Builder to furnish Owner with a GMP before execution of this Agreement)
6.2 Design-Builder's Fee.
6.2.1 Phase I Project Definitions, Design-Builder's Compensation For Phase I Project
Definitions, Section 1.2 shall be an amount not to exceed:
One Million. Three Hundred Seventy-fi ve Thousand. Six Hundred and One Dollars ($
1,375,601), including Twelve percent (12%) Design-Builder's fee of the Cost of the
Work for Phase I Project Definitions, as adjusted in accordance with Exhibit B.
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6.2.2 Phase II Project Implementation. Design-Builder's Fee For Phase II Project
Implementation, Section 1.6 shall be:
Twelve percent (12%) of the Cost of the Work, as adjusted in accordance with Section
6.2.3 below.
6.2.3 Design-Builder's Fee will be adjusted as follows for any changes in the Work as provided
in Article 9 of the General Conditions.
6.3 Cost of the Work. The term Cost of the Work shall mean costs reasonably incurred by
Design-Builder in the proper performance of the Work. The Cost of the Work shall include only
the following:
.1 Wages of direct employees of Design-Builder performing the Work at the Site or,
with Owner's agreement, at locations off the Site, provided, however, that the
costs for those employees of Design-Builder performing design services shall be
calculated on the basis of those rates set forth in an exhibit to this Agreement.
.2 Wages or salaries of Design-Builder's supervisory and administrative personnel
engaged in the performance of the Work and who are located at the Site or
working off-Site to assist in the production or transportation of material and
equipment necessary for the Work.
.3 Wages or salaries of Design-Builder's personnel stationed at Design-Builder's
principal or branch offices as defined in Exhibit B and Proposal (Section 1.4).
.4 Costs incurred by Design-Builder for employee benefits, premiums, taxes,
insurance, contributions and assessments required by law, collective bargaining
agreements, or which are customarily paid by Design-Builder, to the extent such
costs are based on wages and salaries paid to employees of Design-Builder
covered under Sections 6.3.1 through 6.3.3 hereof, not to exceed the rates set forth
in Exhibit B.
.5 The reasonable portion of the cost of travel, accommodations and meals for
Design-Builder's personnel necessarily and directly incurred in connection with
the performance of the Work. The costs for transportation using rental vehicles
shall not exceed the actual cost of rental of a mid-size, 4-door automobile, plus
gasoline at the actual cost Reimbursement for use of a personal vehicle when in
travel status for Project work, shall not exceed the allowable federal rate for
mileage. Reimbursement for meals and lodging when in travel status for Project
work, shall be at the per diem rates in the latest Federal Travel Regulations
CONUS, for Augusta (B97).
.6 Payments properly made by Design-Builder to Subcontractors and Design
Consultants for performance of portions of the Work, including any insurance and
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bond premiums incurred by Subcontractors and Design Consultants.
.7 Costs, including transportation, inspection, testing, storage and handling, of
materials, equipment and supplies incorporated or reasonably used in completing
the Work
.8 Costs less salvage value of materials, supplies, temporary facilities, machinery,
equipment and hand tools not customarily owned by the workers that are not fully
consumed in the performance of the Work and which remain the property of
Design-Builder, including the costs of transporting, inspecting, testing, handling,
installing, maintaining, dismantling and removing such items.
.9 Costs of removal of debris and waste from the Site.
.10 The reasonable costs and expenses incurred in establishing, operating and
demobilizing the Site office, including the cost of facsimile transmissions, long
distance telephone calls, postage and express delivery charges, telephone service,
photocopying and reasonable petty cash expenses.
.11 Rental charges and the costs of transportation, installation, minor repairs and
replacements, dismantling and removal of temporary facilities, machinery,
equipment and hand tools not customarily owned by the workers, which are
provided by Design-Builder at the Site, whether rented from Design-Builder or
others, and incurred in the performance of the Work
.12 Premiums for insurance and bonds required by this Agreement or the performance
of the Work
.13 All fuel and utility costs incurred in the performance of the Work
.14 Sales, use or similar taxes, tariffs or duties incurred in the performance of the
Work.
,15 Legal costs, court costs and costs of mediation and arbitration reasonably arising
from Design-Builder's performance of the Work, provided such costs do not arise
from disputes between Owner and Design Builder.
.16 Costs for permits, royalties, licenses, tests and inspections incurred by Design-
Builder as a requirement of the Contract Documents.
.17 The cost of defending suits or claims for infringement of patent rights arising
from the use of a particular design, process, or product required by Owner, paying
legal judgments against Design-Builder resulting from such suits or claims, and
paying settlements made with Owner's consent.
.18 Deposits which are lost, except to the extent caused by Design-Builder's
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negligence,
.19 Costs incurred in preventing damage, injury or loss in case of an emergency
affecting the safety of persons and property.
.20 Other costs reasonably and properly incurred in the performance of the Work to
the extent approved in writing by Owner.
6.4 Non-Reimbursable Costs
The following shall be excluded from the Cost of the Work:
.1 Compensation for Design-Builder1s personnel stationed at Design-Builder's
principal or branch offices, except as provided for in Sections 6.3.1, 6.3.2
and 6.3.3 hereof.
.2 Overhead and general expenses, except as provided for in Section 6.3 hereof, or
which may be recoverable for changes to the Work.
.3 The cost of Design-Builder's capital used in the performance of the Work.
.4 If the parties have agreed on a GMP, costs that would cause the GMP, as adjusted
in accordance with the Contract Documents, to be exceeded.
65 The Guaranteed Maximum Price
6.5.1 GMP Established Upon Execution of this Agreement
6.5.1.1 Design-Builder guarantees that it shall not exceed the GMP to be established as a part of
the Proposal (Section 1.4), Design-Builder does not guarantee any specific line item provided
as part of the GMP, but agrees that it will be responsible for paying all costs of completing the
Work which exceed the GMP, as adjusted in accordance with the Contract Documents.
Documents used as a basis for the GMP shall be identified in an exhibit to this Agreement (GMP
Exhibit _ B-'>.
6.5.1.2 The GMP includes a Contingency to be established as a part of the Proposal (
Section 1.4) which is available for Design-Builder's exclusive use for costs that are incurred in
performing the Work that are not included in a specific line item or the basis for a Change Order
under the Contract Documents, By way of example, and not as a limitation, such costs include
trade buy-out differentials, overtime, acceleration, costs in correcting defective, damaged or
nonconforming Work, design errors or omissions and Subcontractor defaults. The Contingency
is not available to Owner for any reason, including changes in scope or any other item which
would enable Design-Builder to increase the GMP under the Contract Documents. Design-
Builder shall provide Owner with notice of all anticipated charges against the Contingency.
6.5.2 GMP Established after Execution of this Agreement
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6.5.2.1 GMP Proposal. If requested by Owner, Design-Builder shall submit a GMP Proposal to
Owner which shall include the following, unless the parties mutually agree otherwise:
.1 A proposed GMP, which shall be the sum of:
1. Design-Builder's Fee as defined in Section 6,2.1 hereof;
11. the estimated Cost of the Work as defined in Section 6.3 hereof, inclusive
of any Design-Builder's Contingency as defined in Section 65. 1.2 hereof;
and
111. if applicable, any prices established under Section 6.1.2 hereof.
.2 A list of the drawings and specifications, including all addenda, used as the basis
for the GMP proposal;
.3 A list of the assumptions and clarifications made by Design-Builder in the
preparation of the GMP Proposal, which list is intended to supplement the
information contained in the drawings and specifications;
A The Scheduled Substantial Completion Date upon which the proposed GMP is
based, to the extent said date has not already been established under Section 5.2
hereof, and a schedule upon which the Scheduled Substantial Completion Date is
based;
,5 If applicable, a list of allowances and a statement oftheir basis;
.6 If applicable, a schedule of alternate prices;
.7 If applicable, a schedule of unit prices; and
.8 The time limit for acceptance of the GMP Proposal;
.9. GMP shall be based upon the lowest responsible bids.
6.5.2.2 Review and Adjustment to GMP Proposal. After submission of the GMP Proposal,
Design-Builder and Owner shall meet to discuss and review the GMP Proposal. If Owner has
any comments regarding the GMP Proposal, or finds any inconsistencies or inaccuracies in the
information presented, it shall promptly give written notice to Design-Builder of such comments
or findings. If appropriate, Design-Builder shall, upon receipt of Owner's notice, make
appropriate adjustments to the GMP Proposal.
65.2.3 Acceptance of GMP Proposal. If Owner accepts the GMP Proposal, as may be
amended by Design-Builder, the GMP and its basis shall be set forth in an amendment to this
Agreement.
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6.5.2.4 Failure to Accept the GMP Proposal. If Owner rejects the GMP Proposal, or fails to
notify Design-Builder in writing on or before the date specified in the GMP Proposal that it
accepts the GMP Proposal, the GMP Proposal shall be deemed withdrawn and of no effect. In
such event, Owner and Design-Builder shall meet and confer as to how the Project will proceed,
with Owner having the following options:
.1 Owner may suggest modifications to the GMP Proposal, whereupon, if such
modifications are accepted in writing by Design-Builder, the GMP Proposal shall
be deemed accepted and the parties shall proceed in accordance with Section
6.5.2.3 above;
.2 Owner may authorize Design-Builder to continue to proceed with the Work on the
basis of reimbursement as provided in Section 6.1 hereof without a GMP, in
which case all references in this Agreement to the GMP shall not be applicable; or
.3 Owner may terminate this Agreement for convenience in accordance with
Article 8 hereof; provided, however, in this event, Design-Builder shall not be
entitled to the payment provided for in Section 8.2 hereof.
If Owner fails to exercise any of the above options, Design-Builder shall have the right to (I)
continue with the Work as if Owner had elected to proceed in accordance with Item .2 above,
and be paid by Owner accordingly, unless and until Owner notifies it in writing to stop the Work,
or (ii) suspend performance of Work in accordance with Section 11.3.1 of the General
Conditions of Contract, provided, however, that in such event Design-Builder shall not be
entitled to the payment provided for in Section 8.2 hereof.
6.5.3 Savings
6.5.3.1 If the sum of the actual Cost of the Work and Design-Builder's Fee (and if applicable,
any prices established under Section 6.1.2 hereof) is less than the GMP, excluding any
Contingency, as such GMP may have been adjusted over the course of the Project, the difference
("Savings") shall be shared as follows:
The first Savings of Five (5%) of GMP, excluding Contingency, shall be provided to
Fifty percent (50 %) to Design-Builder and Fifty percent (50%) to Owner, provided
the Design-Builder is not assessed Liquidated Damages under Section 5.4, with the
balance of Savings, if any, shared Twenty-Five percent (25%) to Design-Builder and
Seventy-Five percent (75%) to Owner.
6.5.3.2 Savings shall be calculated and paid as part of Final Payment under Section 7.3 hereof,
with the understanding that to the extent Design-Builder incurs costs after Final Completion
which would have been payable to Design-Builder as a Cost of the Work, Design-Builder shall
be entitled to payment from Owner for that portion of such costs that were distributed to Owner
as Savings.
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Article 7
Procedure for Payment
7.1
Progress Payments
7.1.1 Design-Builder shall submit to Owner on the first (1st) day of each month, beginning
with the first month after the Date of Commencement, Design-Builder's Application for
Payment in accordance with Article 6 of the General Conditions of Contract.
7.1.2 Owner shall make payment within twenty (20) days after Owner's receipt of each
properly submitted and accurate Application for Payment in accordance with Article 6 of the
General Conditions of Contract, but in each case less the total of payments previously made, and
less amounts properly withheld under Section 6.3 of the General Conditions of Contract.
7.1.3 If Design-Builder's Fee under Section 6.2.1 hereof is a fixed amount, the amount of
Design-Builder's Fee to be included in Design-Builder's monthly Application for Payment and
paid by Owner shall be proportional to the percentage of the Work completed, less payments
previously made on account of Design-Builder's Fee.
7.2 Retainage on Progress Payments
7.2.1 Owner will retain Five percent (5 %) of each Application for Payment on Phase II
Project Implementation; provided, however, that when fifty percent (50%) of the Phase II Project
Implementation has been completed by Design-Builder, Owner will retain Two and One-Half
Percent (2 1/2%) of each subsequent Application for Payment.
7.2.2 Upon Substantial Completion of the entire Work or, if applicable, any portion of the
Work, pursuant to Section 6.6 of the General Conditions of Contract, Owner shall release to
Design-Builder all retained amounts relating, as applicable, to the entire Work or completed
portion of the Work, less an amount equal to the reasonable val ue of all remaining or incomplete
items of Work as noted in the Certificate of Substantial Completion.
7.3 Final Payment Design-Builder shall submit its Final Application for Payment to Owner
in accordance with Section 6.7 of the General Conditions of Contract. Owner shall make
payment on Design-Builder's properly submitted and accurate Final Application for Payment
within ten (10) days after Owner's receipt of the Final Application for Payment, provided that
Design-Builder has satisfied the requirements for final payment set forth in Section 6.7.2 of the
General Conditions of Contract.
7,4 Interest Payments due and unpaid by Owner to Design-Builder, whether progress
payments or final payment, shall not bear interest.
7.5 Record Keeping and Finance Controls. Design-Builder acknowledges that this
Agreement is to be administered on an "open book" arrangement relative to Costs of the Work.
Design-Builder shall keep full and detailed accounts and exercise such controls as may be
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necessary for proper financial management, using accounting and control systems in accordance
with generally accepted accounting principles and as may be provided in the Contract
Documents. During the performance of the Work and for a period of three (3) years after Final
Payment, Owner and Owner's accountants shall be afforded access from time to time, upon
reasonable notice, to Design-Builder's s records, books, correspondence, receipts, subcontracts,
purchase orders, vouchers, memoranda and other data relating to the Work, all of which Design-
Builder shall preserve for a period of three (3) years after Final Payment.
Article 8
Termination for Convenience
8.1 Upon ten (10) days' written notice to Design-Builder, Owner may, for its convenience
and without cause, elect to terminate this Agreement In such event, Owner shall pay Design-
Builder for the following:
.1 All Work executed and, cost or expense in connection with the Work;
.2 The reasonable costs and expenses attributable to such termination, including
demobilization costs and amounts due in settlement of terminated contracts with
Subcontractors and Design Consultants; and
.3
Overhead and profit in the amount of Twelve percent (12 %) on the sum of
items .1 and .2 above.
8.3 If Owner terminates this Agreement pursuant to Section 8.1 above and proceeds to design
and construct the Project through its employees, agents or third parties, Owner's rights to use the
Work Product shall be as set forth in Section 4.3 hereof
Article 9
Representatives of the Parties
9,1 Owner's Representatives
9.1.1 Owner designates the individual listed below as its Senior Representative ("Owner's
Senior Representative"), which individual has the authority and responsibility for avoiding and
resolving disputes under Section 10.2.3 of the General Conditions of Contract: the
Administrator, or his designee, to-wit:
Mr. George R. Kolb
530 Greene Street
Room 801
Augusta, Georgia
706-821-2400.
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9.1.2 Owner designates the individual listed below as its Owner's Representative, which
individual has the authority and responsibility set forth in Section 3.4 of the General Conditions
of Contract: the Director of the Utilities Department, or his designee, to-wit:
Mr. Max Hicks, P.E.
360 Bay Street
Suite 180
Augusta, Georgia 30901
706-312-4122
9.2 Design-Builder's Representatives
9,2.1 Design-Builder designates the individual listed below as its Senior Representative
("Design-Builder's Senior Representative"), which individual has the authority and responsibility
for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract:
Mr. Michael Donnelly
370 Interlocken Blvd.
Suite 300
Broomfield, Colorado 80021
303-439-2803
9.2.2 Design-Builder designates the individual listed below as its Design-Builder's
Representative, which individual has the authority and responsibility set forth in Section 2.1.1 of
the General Conditions of Contract:
Mr. Ronald M. Cass, P.E.
Perimeter 400 Center
1100 Johnson Ferry Rd., NE
Suite 460
Atlanta, Georgia 30342
404-236-7400
Article 10
Bonds and Insurance
10.1 Insurance. Design-Builder shall procure in accordance with Article 5 of the General
Conditions of Contract the following insurance coverages: See Exhibit D.
10,2 Bonds and Other Performance Security. Design-Builder shall provide the following
performance bond and labor and material payment bond or other performance security: See
Exhibit E.
Article 11
Other Provisions
11.1 Other provisions, if any, are as follows:
.1 Prompt Pay Act. This Agreement is intended by the Parties to, and does, supersede
any/and all provisions of the Georgia Prompt Pay Act, O.c.G.A. Section 13-11-1, et seq. In the
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event any provision of this Agreement is inconsistent with any provision of the Prompt Pay Act,
the provisions of this Agreement shall control.
.2 Venue. All claims, disputes and other matters in question between Owner and
Design-Builder arising out of or relating to the Agreement, or the breach thereof, shall be
decided in the Superior Court of Richmond County, Georgia and the Design-Builder specifically
consents to jurisdiction and venue in the Superior Court of Richmond County, Georgia, and
waives any right to contest the jurisdiction and venue in said court.
.3 No interest on retainage. Notwithstanding any provision of the law to the contrary, the
parties agree that no interest shall be due Contractor on any sum held as retainage pursuant to
this Agreement and Contractor specifically waives any claim to same,
.4 Notwithstanding any provision of the General Conditions, there shall be no
substitution of materials or change in means, methods, techniques, sequences or procedures of
construction that are not determined to be equivalent to those indicated or required in the
Contract Document, without an Amendment to the Contract.
5. Contractor acknowledges that all records relating to this Agreement and the services
to be provided under the contract may be a public record subject to Georgia's Open Records Act
(O.C.G.A. S 50-18-70, et seq.). Contractor shall cooperate fully in responding to such request
and making all records, not exempt, available for inspection and copying as provided by law.
6. Employees. During the term of this Agreement and for a period of one year after
Substantial Completion of the Project, neither party shall hire any employee of the other party
without the prior written consent of both parties.
In executing this Agreement, Owner and Design-Builder each represents that it has the necessary
financial resources to fulfill its obligations under this Agreement, and each has the necessary
corporate approvals to execute this Agreement, and perform the services described herein.
OWNER:
DESIGN-BUILDER:
i1~ MONTGOMERY WATSON AMERICAS
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(Printed Name)ROBERT 8. UHLER, F!E.
PRESIDENT AND CEO
(Title)
Date:
-r { 17./0 ,
14
DETAILED SCOPE OF WORK - SUMMARY PAGE
City of Augusta Utilities Department
MONTGOMERY WATSON ENGINEERING COST ESTIMATE
PHASE 1 SERVICES
Task Deserl tion
Task Bud et
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Total Compensation
$1.375.601
Exhibit A
Scope of Work
I. PHASE ONE - PROJECT DEFINITION
Introduction
This scope of work is generally defines efforts associated with the selection, sizing, design and
construction of a new water treatment facility to serve the City of Augusta. The capacity of the
plant has been stated to be an initial lO-MGD consistent production rate, with allowance to expand
to 40-MGD in the future. Components of the new surface water treatment plant will include a new
raw water intake and pump station, a raw water pipeline, a new water treatment facility, and a
finished water transmission line connecting to the water distribution system.
This scope of work defines Phase One ofa two phased approach. Phase One includes all the tasks
necessary to establish the project to be constructed, the schedule for its completion, and the cost to
construct. The tasks to be completed under Phase One include:
. Determine water treatment processes which will meet water treatment goals
. Evaluate cost of alternatives to achieve desired water quality goals
. Select an alternative and prepare 30% design documents
. Prepare Project Delivery Plan (design, schedule, cost, etc.)
. Pre-Guaranteed Maximum Price (GMP) Activities
. Post-GMP Activities
Task 1 - Project Management
All project management activities required for Phase One of the project will be conducted under
this task. These activities are briefly described below.
1. A detailed project schedule will be prepared for Phase One and will be updated and reviewed
with the City monthly,
2. Monthly project progress meetings will be held and meeting summaries will be prepared.
3. Required project staffing commitments for the project will be verified and completed. Project
roles, assignments and requirements will be communicated with all project team members.
4. Project filing system, list of contacts, project administrative procedures, project Intranet
system and other administrative elements for the project will be established.
5, Control and management of all subcontractors and project personnel will be accomplished.
6. The deliverable for this Task is the Project Control Notebook-Phase One, containing:
. Invoice format and procedure
. Communication protocol
. Work breakdown structure, work plan
. Phase One schedule of tasks, staff assignments and deliverables
. Technical review schedule and participants
. Quality management plan
~ Deliverable-
Project Control Notebook-Phase One (6 copies)
Task 2- Project Kickoff Meeting
All shareholders will be assembled for a facilitated workshop. The objective of the workshop will
be to define the "CRITICAL SUCCESS FACTORS" (CSFs) for the project, and to assign a
person (from MW, City of Augusta, CH2M Hill, or others) to champion these factors. The CSFs
will be reviewed during monthly progress meetings as appropriate to evaluate progress against the
CSFs. This workshop will be used to develop a team structure that enables and encourages project
participants to work in an atmosphere of organized cooperation. The assembled team of Augusta,
Exhibit A-Scope of Work
Page 1 of 12
nMWif() 1
CH2M Hill and MW will define the primary goals of the project, set expectations of performance,
and identify direct and underlying concerns of all participants.
~ Deliverable -
Summary memo for the workshop (6 copies)
Task 3- Site Evaluation Assistance
The Program Manager will provide two plant site locations and two intake site locations for
further evaluation assistance. Initial phase Geotechnical investigations on each of two plant sites
will be conducted to support this effort (see Task 9.1).
Based upon mutually agreed parameters, MW will provide opinions of probable cost for the
constructed facilities and pipelines for each of the two alternative intake/plant site arrangements.
In keeping with the American Association of Cost Engineers criteria, a 'Reconnaissance Grade'
estimate will be provided to assist in the technical and financial evaluation of the site selection. To
assist in the evaluation of pipeline routing, typical pipeline cross sections will be developed and
estimated for the varying conditions expected at each of the pipeline routes,
The selection and decision of the raw water site is recognized by all to be critical to the schedule
of construction. The site location will precede the Corps of Engineers Section 404 permit process.
The permit must be approved to allow for design of the intake, establishing the pipeline route,
acquiring any required right of way, subsequent geotechnical investigation and design,
~ Deliverables: (1) Memorandum including cost opinions and supporting data
(6 copies)
(2) Supporting exhibits of Alternative sites for presentation
Task 4- Project Survey Requirements
As required for the site drawing preparation and hydraulic profile, surveys will be performed for
the boundary and topography for (1) the plant site, (2) the intake location, (3) the raw water
pipeline route and (4) the finished water pipeline route. This will establish the required
documentati~n to support property acquisition efforts. In addition, a bathometric survey will be
required for the intake. Site/route maps will be developed to locate horizontal and vertical control.
Aerial survey will be performed at early stages to allow for the evaluation of alternate raw water
pipeline routes. The survey files prepared will include identification of contours, major site
vegetation and trees, above ground structures and obstructions. Survey effort will include parcel
description information. All maps will be provided in MicroStation or AutoCad format for use not
only for design but also for property acquisition. The site maps will be utilized as the base for all
project design development.
~ Deliverable: Site maps for plant site and intake site, and raw and finished water
pipeline routes
Task 5- Establish Raw Water Window and Finished Water Quality Goals
This task is further subdivided into assembling existing data, securing additional data, regulatory
summary, and Technical Workshop.
Existing Data. MW will collect and analyze existing raw and finished water quality data, reports
and operational information for the existing facility. MW will prepare a summary analysis
including the applicability and effect on this project, which will be used in the preparation of the
alternatives analysis. Existing raw water data needed includes alkalinity, pH, hardness, turbidity,
iron, and manganese.
Exhibit A-Scope of Work
Page 2 of /2
nMW(!n 1
Additional data collection. After review of the existing data available, additional information will
be required. Of particular interest will be raw water TOC level, and data on micro-organisms, At
least three full battery of raw water tests will be taken. These data combined with existing data
will form the basis for establishing the raw water quality window. The three sample groups will be
taken at target events; ie high turbidity/rain event, low river flow, low temperature.
Regulatory Review. MW will assemble current, promulgated and planned regulations affecting the
design of the new plant process train. MW will chart regulations known, water quality parameters
effected, process steps available to mitigate the impact and the limitations for application at this
location. In addition, MW will establish a round table discussion with MW staff and others
currently participating or auditing rule setting bodies, risk assessment data, and establishment of
constituent limits with regulatory bodies. Participants will attempt to project the direction of future
regulations and suggest options to incorporate into the design to allow for future implementation.
Technical Workshop. As a group effort, Augusta, CH2M Hill and MW staffwill set finished water
quality goals considering regulatory direction, superior water concept, distribution system effects,
and customer expectations. The outcome of this workshop will drive the process selection and will
become an essential cornerstone to the success of the project. The raw water data will be used to
set the expected raw water quality window, which will impact the designed ability of the plant to
treat water quality variations. The assumptions and conclusions reached by the workshop based on
the available water quality data will drive the plant design criteria and set the course for the
remainder of the project. Later adjustment to the goals may cause significant impacts to the
process selection, and hence cost and schedule.
~ Deliverable: Memo of consensus for finished water quality goals (6 copies)
Task 6- Technology Workshop
This task involves the planning and preparation for a Technology Workshop, focused on process
treatment alternatives, effectiveness in meeting finished water quality goals and the site specific
issues regarding implementation. Alternatives will be presented and discussed for the primary
process treatment train, considering effectiveness in meeting water quality goals, capital costs,
operational and maintenance costs, and flexibility to meet future regulatory directions. Each viable
treatment option and its expected perfonnance will be reviewed in the workshop. The objective of
this workshop will be to establish a firm direction for the process train and to gain input from all
members on ideas relative to:
. Operational complexity;
. Alternative technology applications;
. Alternative layouts;
. Spatial and hydraulic restrictions; and
. Built in flexibility.
The workshop will also review each feature of the plant and evaluate alternatives for non-process
decisions as well. The raw water pump station will be discussed for consensus on intake style,
screening, pump orientation, expansion capabilities. Process overflows, equipment selection,
chemical arrangements, coagulant alternatives, residuals treatment, and production versus demand
ratio will be discussed to establish the required plant features to provide the level of treatment,
reliability, and redundancy the City of Augusta expects. The support of either bench scale
analysis or pilot plant investigation will be considered as needed for the full scale viability and
implementation of selected technologies. The technology workshop will last two days.
Lastly, the output of the workshop will be documented in a technical memorandum. The
memorandum will present a summary of issues discussed and evaluated and the decisions made.
Ratification of this document will release the design staff to proceed with preparation of
exhibit A-Scope of Work
Page 3 of 12
nr.m~ml
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alternative process trains and site configurations to more closely evaluate the options. The
memorandum will be submitted to the City and reviewed with the City.
~ Deliverable: Memorandum (6 copies)
Task 7- Bench and Pilot Testing Options
The Technology Workshop outcome will determine the need for bench and/or pilot testing, These
selected technologies will be investigated for full scale application at this location. Prior to
establishing testing protocol, MW will meet with GAEPD to assure testing plan include their
specific requirements.
Bench scale analysis will be considered for applicable process unknowns, such as ozone decay,
coagulant dose, or dewatering, Pilot testing would be considered for a low/high pressure
membrane application, submerged membrane application and a post filter adsorber. Selected
technology would be evaluated for meeting water quality goals and its sensitivity to changing raw
water conditions. In general, the following tasks can be envisioned:
. Meet with EPD
. Preparation of an experimental plan outlining procedures and analysis requirements
. Bench scale analysis to bracket coagulant dose and predict settled water characteristics
. Design/fabricate and deliver pilot unit components required
. Prepare site for pilot, extend utilities as needed
. Operate membrane units at varying flux rates and pretreatment conditions, holding other
variables constant
. Analytical monitoring on site
. Interim report on the viability of the technology for Augusta
. Modified testing for specific optimization and regulatory justification
. Final report
Subtask 7.1 - Benchtop Treatability Analysis
Subtask 7.1.1 - Ozonation Bench-scale Testing
Perform bench-scale ozonation study for determination of efficacy of limiting D/DBP
formation and providing effective disinfection. Testing will include determination of
ozone demand and rate of decay; reduction in TTHMs and HAAs through simulated SDS
testing; and the impact of ozonation on the decay rate of chlorine in the distribution
system.
Subtask 7.1.2 - Bench-scale Coagulation Testing
Perform jar testing required to establish bracket doses of coagulant required to achieve
settled water goals. The use of aluminum sulfate, ferric sulfate and polymer aid will be
investigated. The bench-scale testing will produce efficiency curves of plotted settled
turbidity versus coagulant dose, with and without proportional doses of polymer aid.
Subtask 7.1.3 - Analytical Support
Provide all analyses required for bench-scale testing. Analyses will include turbidity, pH,
disinfection by products, TOC, UV254, alkalinity, hardness, TDS, disinfectant residual,
and bacteriological data.
Subtask 7.1.4 - Memorandum preparation
Prepare a summary report of testing methods, goals, data, and results of the bench-scale
testing
. Deliverable:
Bench-scale Memorandum (6 copies)
ExhibitA-Scope oJWork
Page 4 oj 12
nr.tn'itnl
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Subtask 7.2 - Pilot Operational Testing
The pilot testing effort will include, shipment, delivery, installation and startup; followed by
operation of the pilot plant and collection of data. While the expected duration of pilot operation is
four months, data from the first month of operation will be used to establish the viability of each
process train. Further operation of the pilot will continue to gather optimization data, which may
be used in further refining of allowable loading criteria and the generation of supporting data for
approval agencies. Two process trains will be considered for evaluation. With a primary goal
toward minimization ofDBP precursors, the first train would include low pressure membrane
filtration for pre-treatment, followed by high pressure nano-filtration. While this arrangement
would provide security toward lower disinfection by products, the arrangement is the most costly
to implement in full scale. The UFIMF followed by NF is expected to also provide some
protection against raw water-soluble organics, The second potential process is less equipment
intensive and uses submerged membrane. This option provides the smallest footprint and expected
least cost. The final effort is the summary and presentation of the pilot results specifically directed
toward the application of the two alternate process trains on Savannah River water. For each of the
two potential trains, SOC spiking will be done. A post filter GAC ad sorber will be included in
both process train options.
Subtask 7.2.1- Mobilize and Startup Pilot Plant
The pilot units will be shipped to the raw water intake site. MW will arrange for power, a
substantive working surface and protective cover, site security, and waste line discharges.
The pilot unit will include its own raw water pumping. It is assumed no special
permitting will be required. Two MW staff members will be responsible to receive and
assemble the pilot units for operation. Instrumentation will be shop calibrated prior to
shipment. At this time, a cost allowance is included for utilities, housing and access.
Subtask 7.2.2 - Prepare Experimental Plan
An experimental plan will be prepared prior to pilot operation to describe the conditions
for each run, sampling protocol, and analyses to be performed.
Subtask 7.2.3 - Conduct Pilot test
MW will operate each process train for a four-month duration in parallel, determining the
viability of the process scenario and then optimizing to establish reasonable loading
limits. The costs for this task are separated into the process units to be evaluated to isolate
the testing equipment rates from the labor to operate the pilot.
Subtask 7.2.4 - Analytical Support
MW will provide all analyses required for pilot testing. Analyses will include turbidity,
pH, particle counts, UV254, alkalinity, hardness, IDS, disinfection by products, TOC,
disinfectant residual, and bacteriological information.
Subtask 7.2.5 - Report Preparation and Presentation
MW will prepare a summary report of testing methods, goals, data, and statistical and
graphical representation of the results of the pilot testing. The results will be presented
for discussion at a scheduled meeting. The discussions will include issues associated
with full-scale application of each investigated pilot train.
. Deliverable:
Pilot Study Report (6 copies)
Task 8- Alternative Evaluation
MW will prepare and evaluate two selected process trains, incorporating all issues of concern
discussed in the technology workshop. The evaluation of two viable treatment train alternatives
will consider technology, site constraints, power availability, water quality, operational
Er:hibit A-Scope of Work
Page 5 of 12
(1I;;(I,m I
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requirements, and construction sequencing issues. The alternatives report will include a schematic
process flow diagram a conceptual site layout, the benefits and drawbacks of each alternative, the
capital and operating costs estimates. These alternatives will be presented to Augusta for
consideration. In order to proceed toward pre-design of selected alternative (required for the
Project Delivery Plan), the City of Augusta will need to select one of the two alternatives.
. Deliverable:
Task 9- Geotechnical Investigation
Memorandum (6 copies)
Initial Geotechnical Investigation for the Considered Sites (two). Immediately upon receiving the
project Notice to Proceed, an initial geotechnical investigation wiJI commence with the intent of
discerning the impact of subsurface conditions on the construction at each of the two plant site
locations and the two intake alternatives. This data is to support the final investigation of the plant
site and intake siting. This effort will consist of approximately 5 soil borings at each plant site and
one boring at each of the two potential intake locations. One long-term piezometer installation at
each plant site location shall be installed. Soil samples will be captured for analysis (of one site
after selection), however, only soil boring logs will be used for the input to site selection. After
site and process selection, the layout will distinguish additional borings required based on major
structure location.
. Deliverable: Geotechnical Interim Memorandum (logs and soils profiles) (6 copies)
Geotechnical Investigation for the Recommended Site (one). A geotechnical investigation of the
recommended site will be conducted to determine design and construction parameters for each
process facility, the intake, roadways, and pipelines. The investigation will include physical
borings and test pits at the project site and will be summarized in a report format. As required for
the final structural design, subsurface soils investigation will commence upon selection of the site
arrangement. Soils investigation will reveal the existing capacity of the subsurface to support
structures, identify excavation requirements, distinguish dewatering requirements, and establish
structural design criteria.
Task 10 - Predesign of Selected Alternative
. Deliverable: Geotechnical Report (6 copies)
MW will prepare a schematic design (30% level) for the project, based upon the following
component capacity:
Raw Water Intake structure
Raw water intake pumping
Raw water pipeline
(Obtain easement for two pipelines)
Terminal reservoir
Plant raw water pumping structure
Plant raw water pumping
Water treatment Facility
Process
Utilities
Access
Clearwell
High Service Pump station Structure
High service pump station pumping
Transmission Pipeline
Exhibit A-Scope of Work
Page 6 of 12
nF.m<,ml
Initial
40 MGD
10MGD
20 MGD
Ultimate
40 MGD
40 MGD
40 MGD
20 MGD
20 MGD
10 MGD
40 MGD
40 MGD
40 MGD
10MGD
20 MGD
ultimate
20 MGD
20 MGD
10 MGD
20 MGD
40 MGD
40 MGD
ultimate
40 MGD
40 MGD
40 MGD
40 MGD
, ~
Raw Water Intake and pipeline. MW will develop design criteria and size the raw water intake,
intake pump station and pipeline to the plant. MW will prepare plans and section sketches of the
raw water intake and pump station. Initial pump selections will be made, outline specifications and
data sheets prepared for bidding. MW will locate the raw water intake and pump station on the
surveyed background. The pipeline will be overlain onto GIS available files. MW will prepare a
list of drawings needed to construct the project. Pipeline is anticipated to be approximately nine
miles in length. Sufficient Right of Way will be acquired by the City of Augusta for the original
pipeline and one future pipeline.
Terminal reservoir and pumping. MW wilI develop design criteria and size the terminal reservoir
and pump station serving the treatment facility. MW will prepare plans and section sketches of the
reservoir and pump station. Initial pump selections will be made, outline specifications and data
sheets prepared for bidding. MW will locate the reservoir and pump station on the site survey.
MW will prepare a list of drawings needed to construct the project
Water treatment Facility. MW will prepare design criteria and size the major components required
for the water treatment plant, including process equipment, sludge dewatering equipment,
clearwell, high service pump station, chemical storage and feed systems. Site plans, hydraulic
profiles, and structure outlines wilI be prepared. MW will prepare a list of drawings needed to
construct the project
Transmission Pipeline. MW will prepare plan sheets showing the transmission main alignment,
major crossings and connections to the existing system on GIS available files. MW will prepare a
list of drawings needed to construct the project. Transmission line for the plant finished water will
be sized for 20 MGD, with allowances for the ultimate site capacity of 40 MGD.
Stmctural. Design criteria for foundations, buildings, and hydraulic structures will be prepared to
document the code requirements and loads for detailed design. MW will prepare a list of drawings
needed to construct the project.
Electrical. MW will prepare equipment and load list showing all major motors loads and
summarize a preliminary estimate of the plant's total connected and operating electric load. MW
will contact the power utility to obtain power supply to the site. MW wilI prepare a one-line
service diagram showing planned electrical service from the power utility through to low voltage
distribution (480V). Utility power supply will be sized for 20 MGD with spatial capacity to
expand to 40 MGD.
fnstrnmentation. MW will prepare a block diagram for the supervisory control and data
acquisition system (SCADA) for the project MW will prepare a list of drawings needed to
construct the project.
Architectural. MW will develop an architectural theme for plant site structures. MW will prepare a
list of drawings needed to construct the project.
Permit Action Plan. Based upon the selected alternative, MW will prepare a list of required
permits and a schedule for submittal and achieving permitted status.
~ Deliverable: 30 percent Plans and Specifications (Basis of Design Report) (6 copies)
Anticipated drawing list
Sheets
General and Civil
IDesign Criteria 1
IHydraulic Profile 2
Exhibit A-Scope of Work
Page 7 of 12
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Site Plans 3
Pipe Route Drawings 50
Grading Plans 2
Site Sections 2
Yard Piping 2
General
Equipment List 1
Valve List 1
Line List 1
Structures
Raw Water Pump Station I
Solids Separation 2
Filtration 3
Backwash Handling 2
Sludge Train 5
High Service 2
Clearwell 3
Chemical Service 3
Architectural
Admin/Control Building 3
Typical Details 2
Mechanical
Raw Water Pump Station I
Solids Separation 2
Filtration 3
Backwash Handling 2
Sludge Train 3
High Service 3
Clearwell 1
Chemical Service 4
Electrical
One Line Diagrams 4
Site Conduit 2
Instrumentation
Block Diagram 1
P&IDs 8
Select Control Strategies 5
Task 11 - Project Delivery Plan
MW will use a Project Delivery Plan as the document to summarize the results of the conceptual
design, present the Basis of Design Report, discuss contract pricing options, and present
recommendations for implementation of Phase Two--final design, procurement, and construction.
The Project Delivery Plan consists,oftwo parts; the Basis of Design and the Delivery Plan. The
Basis of Design is summarized in the previous task The Delivery Plan will include, at a minimum,
the following items:
. Definition of discrete work packages that would be competitively bid,
. Identification of potential specialty subcontractors and suppliers for the project,
. A Guaranteed Maximum Price for design-build services (phase Two),
. Detailed critical path method project schedule,
Exhibit A-Scope of Work
Page 8 of 12
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. Definition of a comprehensive self-enforced quality assurance/quality control program, and
. Operating cost limits, including power usage/demand, chemical consumption, and sludge
generation, if desired.
> Deliverable:
Project Delivery Plan (25 copies)
Task 12- Permitting (phase One)
Upon completion of the site selection for the intake, MW will prepare and pursue permit
requirements with the ACOE section 404 General permit. The permit preparation effort will be
immediate and continuing tracking of the permit process is expected to go on through the entire
Phase One effort. It is assumed a general permit will be allowed and an individual permit will not
be required.
MW will discuss conceptual review with GAEPD and secure approval of the Basis of Design.
This will secure process decisions, treatment methods and water quality goals. This task will be
initiated following completion of the Basis of Design Report.
MW will determine the applicability and requirements of other potential permits and agency
approvals, such as:
. ACOE wetlands permit
. Endangered species assessment
. Archeological and historical significance
Task 13 - Value Engineering Support for 30% Design
MW will provide value-engineering services for the project. Experienced engineering and
construction staff from the MW offices will be called upon at the 30% design stage to offer cost
savings to the design.
> Deliverable: VB Report (6 copies)
Task 14 - Constructability Review of 30% Design
At the 30% design completion stage, MW will conduct a constructability review that will include
the following activities:
· Review adequacy of details and determine if additional details are required.
· Review specifications to maximize ease of constructability and minimize complexity of
installation.
· Review sequence of operations to insure sufficient information and instructions are provided
to carry out shutdowns and tie-ins for transmission mains and electrical service.
· Identify permit requirements and determine a plan for their implementation.
· Review yard drawings to check that no conflicts exist with other yard piping, ductbanks and
other utilities.
· Identify packages that are suitable for early design development.
· Identify potential DBE Packages.
· Identify subcontractor packages.
· Review drawings to determine that coordination between different disciplines has been
adequately delineated.
· Review and revise milestone schedule based on constructability review
> Deliverable: Constructability Report (6 copies)
Exhibit A-Scope of Work
Page 9 of J 2
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Task 15 - Coordination of SubcontractorN end or Packages
MW will conduct activities needed to review subcontractor and vendor selection analysis and cost
detenninations. These activities will include the following:
· Send-out and receive pre-qualification questionnaire
· Review work history of all interested subcontractors/vendors with like projects
· Select/recommend vendors/subcontractors for "in and under utilities", concrete materials,
rebar, etc., to allow early start of project elements
· Review bonding capacities of all qualified subcontractors
· Review safety perfonnance measures of all qualified subcontractors
· Review insurance requirements of all qualified subcontractors
· Meet with the City of Augusta to review acceptability of all qualified subcontractors
· Establish list of qualified subcontractors and vendors
· Establish list of qualified DBE subcontractors and vendors
~ Deliverable: Prequalification Summary (6 copies)
Task 16 - Bidding of Subcontract and Vendor Packages
Prior to developing guaranteed maximum price for the project, MW will obtain bid prices from
vendors and subcontractors for providing specific equipment or work. In this regard, MW will do
the following:
· Coordinate with the design engineer to obtain necessary information to be included in the
subcontract and vendor packages and prepare documents specific to each area of work
· Send out and receive complete bid packages for all contract packages
· Meet with all bidders to insure scope compliance and address exclusions
· Negotiate specific tenns and conditions with bidders
~ Deliverable: Bid Prices and Contract Tenns (6 copies)
Task 17 - Development of GMP with City of Augusta
MW's public relation program will consist of assisting the City's Program Manager in its public
relations efforts concerning this project including the water intake structure, pump station, and
pipeline. Displays for public meetings and bond elections will be prepared as applicable including
the water intake structure, pump station, and pipeline, A technical information package, in an easy
to understand fonnat, will be prepared for the public. This work will continue in Phases I and 2 of
this project
n. PHASE TWO - PROJECT IMPLEMENT A nON
The City of Augusta will provide "Phase Two Notice to Proceed" for Design-Build services to the
agreement within 10 days following completion of final negotiations ofGMP and Schedule. MW
will generally approach the Phase Two of the project as follows:
. Begin procurement of long lead items
. Begin development offacility design packages
. Start final bidding, award and construction of various construction packages
. Establish a cost and schedule tracking system
. Develop a progress reporting fonnat and procedure
. Develop Construction Management Staffing
. Develop protocols for Engineering Construction Support
. Develop Startup and Operations Services requirements
Exhibit A-Scope of Work
Page 10 of 12
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During the project implementation phase, MW will actively switch from planning-related tasks to
detailed design, procurement, and construction-based activities that will include the following:
~
. Specifications and Procurement--Based on the Basis of Design Report, MW will prepare
technical specifications for pumps, motors, large diameter valves, and other process
equipment, some of which will have long lead times. Prices will be solicited through a
competitive bidding process made available to the Augusta Team. Both initial purchase cost
and operating costs will be obtained, where applicable. Generally, equipment will be
procured and shop drawings will be used to develop detailed design drawings.
. Detailed Drawing Package-Multiple subcontract packages will be prepared including
civil/site, mechanical, instrumentation, and electrical. The City of Augusta will have an
opportunity to review and comment on the design documents at 30%, 70% and 100%
completion, all prior to issuing for bidding. Prequalified specialty subcontractors will submit
competitive bids, which will be made available to the appropriate parties.
. Permitting--Based on our discussions with state permitting agencies, MW expects that
permitting for this project will allow the project to be completed sequentially, with design and
construction activities overlapping in time. MW expects the permitting authority to provide a
concept review and approval at the predesign completion stage, as would be within their
normal procedures. To aIlow for movement into construction prior to complete plan review
and approval, the permitting authority will need to provide a conditional acceptance of the
project at 50 to 60 percent design stage. Construction therefore will proceed with earthwork
and foundations, while detail design on other elements of the project continues.
. Construction--MW will maintain an on-site construction manager and staff to direct all field
activities, and will provide all project engineering and QNQC during construction.
Construction subcontractors will be released to begin construction based on anticipated
equipment delivery dates. MW will administer the work, including compliance with insurance
and bonding requirements, construction safety requirements, construction scheduling, and
coordination among all project participants. Additional tasks will include:
. Subcontractor coordination and management
. Pay estimate and cash flow projections
. Document control
. Procurement
. Scheduling
. Contract compliance
. Material storage
. Scheduling of vendor training for owner's maintenance staff
. Engineering constmction support- A portion of the design engineering team will locate to the
site to facilitate rapid response of shop drawing review and drawing clarifications. To support
the construction effort, MW will provide:
. Shop drawing review
. Procurement assistance
. Repair Procedures development
. Drawing clarifications
. Operation and maintenance manual receipt, review and completion
. Assistance with punch-list preparation and startup efforts
. Startup Services-MW will furnish coordination of all startup services, including performance
testing by equipment vendors, suppliers, and subcontractors. MW expects that specific startup
tasks wiIl include systems checkout, control system sequence testing, wet testing of chemical
systems, and chemical systems calibration. Startup services wiIl include MW staff working
side-by-side with Augusta operations staff for an anticipated 45-day period. Operations
Exhibit A-Scope of Work
Page 11 of 12
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training workshops will be held from the 7S percent construction phase on to facilitate
successful startup.
. Operations and Maintenance (O&M) Manua/s-MW will prepare electronic O&M manuals
for Augusta and its operations staff in addition to traditional hard copy manuals. Electronic
manuals are an efficient and useable format for the information to be provided.
. Initial Year of Operation - MW will review monthly plant operating records. If deviations
from the specified performance are identified, MW will coordinate corrective measures.
Exhibit A-Scope of Work
Page 12 of 12
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Exhibit B
Labor Rates
EMPLOYEE CLASSIFICA nON BILLING RATE
VICE PRESIDENT $23]
PROJECT MANAGER $2] 4
OPERATIONS MANAGER $197
PRINCIPAL ENGINEERlPROFESSIONAL $197
CHIEF ESTIMATOR $197
SUPER VISING ENGINEER! PROFESSIONAL $] 63
SCHEDULER $163
SENIOR ENGINEER! PROFESSIONAL $139
ENGINEER! PROFESSIONAL $] 19
ASSOCIATE ENGINEER! PROFESSIONAL $] 12
FIELD ENGINEER! PROFESSIONAL $133
CONSTRUCTION MANAGER $] 95
CONSTRUCTION SUPERINTENDANT $]89
SENIOR DESIGNER $105
ADMINISTRATOR! ACCOUNTS PAY ABLE/RECElV ABLES $95
ADMINISTRATIVE ASSISTANT $85
TECHNICIAN/DESIGNER $75
CLERICAL $68
Exhibit B-Labor Rates
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May 25,2001
GENERAL CONDITIONS
Table of Contents
Article 1: General...................................,.............................. .......,..,... ........ ................:............. 1
Article 2: Design-Builder's Services and Responsibilities ..........................ou........................... 1
Article 3: Owner's Services and Responsibilities ...................................................................... 5
Article 4: Hazardous Conditions and Differing Site Conditions .............,...,.............................6
Article 5: Insurance and Bonds....,......,............................................................................... ,..,... 7
Article 6: Payment.....,........,.."..,...,.............,.............,."...........".......... ,.....,.........:.,.. ......... ,..,... 9
Article 7: Indemnification................,..............,...................., ..,..'.......... ......,.., ............ ............ 11
Article 8: Time......."....",...............,...,....,.........,............................".",..............,.........,....,..... 12
Article 9: Changes to the Contract Price and Time ....,.................,............,...............,............. 12
Article 10: Contract Adjustments and Disputes ....,....,.....................,................,....,.................. 14
Article 11: Stop Work and Termination for Cause ...............,....,......................................,........15
Article 12: Miscellaneous........................................ ,............,...................,................................ 17
Article 1
General
1.1 Mutual Obligations
1.1.1 Owner and Design-Builder commit at all times to cooperate fully with each other, and
proceed on the basis of trust and good faith, to permit each party to realize the benefits afforded
under the Contract Documents.
.1.2 Basic Definitions
1.2.1. Agreement refers to the executed contract between Owner and Design-Builder
1.2.2 Day or Days shall mean calendar days unless otherwise specifically noted in the Contract
Documents.
1.2.3 Design Consultant is a qualified, licensed design professional who is not an employee of
Design-Builder, but is retained by Design-Builder, or employed or retained by anyone under contract
with Design-Builder or Subcontractor, to furnish design services required under the Contract
Documents,
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1.2.4 Hazardous Conditions are any materials, wastes, substances,and chemicals deemed to be
hazardous under applicable Legal Requirements, or the handling, storage, remediation, or disposal
of which are regulated by applicable Legal Requirements.
1.2.5 General Conditions of Contract refer to this Document
1.2.6 Legal Requirements are all applicable federal, state and local laws, codes, ordinances, rules,
regulations, orders and decrees of any government or quasi-government entity having jurisdiction
over the Project or Site, the practices involved in the Project or Site, or any Work.
1.2.7 Owner's Project Criteria, attached to the Contract as the Scope of Work, are developed by
or for Owner to describe Owner's program requirements and objectives for the Project, including use,
space, price, time, site and expandability requirements, as well as submittal requirements and other
requirements governing Design-Builder's performance of the Work. Owner's Project Criteria may
include conceptual documents, design criteria, performance requirements and other Project-specific
technical materials and requirements.
1.2.8 Site is the land or premises on which the Project is located.
1.2.9 Subcontractor is any person or entity retained by Design-Builder as an independent
contractor to perform a portion of the Work and shall include materialmen and suppliers.
1.2.10 Sub-Subcontractor is any person or entity retained by a Subcontractor as an independent
contractor to perform any portion of a Subcontractor's Work and shall include materialmen and
suppliers.
1.2.11 Substantial Completion is the date on which the Work, or an agreed upon portion of the
Work, is sufficiently complete so that Owner can occupy and use the Project or a portion thereof for
its intended purposes.
1.2.12 Work is comprise"d of all Design-Builder's design, construction and other services required
by the Contract Documents, including procuring and furnishing all materials, equipment, services
and labor reasonably inferable from the Contract Documents,
Article 2
Design -Builder's Services
and Responsibilities
2.1 General Services
2.1.1 Design-Builder's Representative shall be reasonably available to Owner and shall have the
necessary expertise and experience required to supervise the Work. Design-Builder's Representative
shall communicate regularly with Owner and shall be vested with the authority to act on behalf of
Design-Builder. Design-Builder's Representative may be replaced only with the mutual agreement
of Owner and Desigp-Builder.
2.1.2 Design-Builder shall provide Owner with a monthly status report detailing the progress of
the Work, including whether (i) the Work is proceeding according to schedule, (ii) discrepancies,
conflicts, or ambiguities exist in the Contract Documents that require resolution, (iii) health and
safety issues exist ~n connection with the Work, and (iv) other items require resolution so as not to
jeopardize Design-Builder's ability to complete the Work for the Contract Price and within the
Contract Time(s).
2.1.3 Design-Builder shall prepare and submit, at least three (3) days prior to the meeting
contemplated by Section 2.1 A hereof, a schedule for the execution of the Work for Owner's review
and response, The schedule shall indicate the dates for the start and completion of the various stages
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May 25, 2001
of Work, including the dates when Owner information and approvals are required to enable Design-
Builder to achieve the Contract Time(s). The schedule shall be revised as required by conditions and
progress of the Work, but such revisions shall not relieve Design-Builder of its obligations to
complete the Work within the Contract Time(s), as such dates may be adjusted in accordance with
the Contract Documents. Owner's review of and response to the schedule shall not be construed as
relieving Design-Builder of its complete and exclusive control over the means, methods, sequences
and techniques for executing the Work.
2.1.4 The parties will meet within seven (7) days after execution of the Agreement to discuss issues .
affecting the administration of the Work and to implement the necessary procedures, including those
relating to submittals and payment, to facilitate the ability of the parties to perform their obligations
under the Contract Documents,
2.2 . Design Professional Services
2.2.1 Design-Builder shall, consistent with applicable state licensing laws, provide through
qualified, licensed design professionals employed by Design-Builder, or procured from qualified,
independent licensed Design Consultants, the necessary design services, including architectural,
engineering and other design professional services, for the preparation of the required drawings,
specifications and other design submittals to pennit Design-Builder to complete the Work consistent
with the Contract Documents, Nothing in the Contract Documents is intended or deemed to create
any legal or contractual relationship between Owner and any Design Consultant
2.3 Standard of Care for Design Professional Services
2.3.1 The standard of care for all design professional services performed to execute the Work shall
be the care and skill ordinarily exercised by members of the design generally. Notwithstanding the
preceding sentence, if the parties agree upon specific performance standards for any aspect of the
Work, which standards are to be set forth in an exhibit to the Agreement entitled "Performance
Standard Requirements," the design professional services shall be performed to achieve such
standards,
2.4 Design Development Services
2.4.1 Design-Builder and Owner shall, consistent with any applicable provision of the Contract
Documents, agree upon any interim design submissions that Owner may wish to review, which
interim design submissions may include design criteria, drawings, diagrams and specifications
setting forth the Project requirements. On or about the time of the scheduled submissions, Design-
Builder and Owner shall meet and confer about the submissions, with Design-Builder identifying
during such meetings, among other things, the evolution of the design and any significant changes
or deviations from the Contract Documents, or, if applicable, previously submitted design
submissions. Minutes of the meetings will be maintained by Design-Builder and provided to all
attendees for review. Following the design review meeting, Owner shall review and approve the
interim design submissions in a time that is consistent with the turnaround times set forth in Design-
Builder's schedule.
2.4.2 Design-Builder shall submit to Owner Construction Documents setting forth in detail
drawings and specifications describing the requirements for construction of the Work. The
Construction Documents shall be consistent with the latest set of interim design submissions, as such
submissions may have been modified in a design review meeting. The parties shall have a design
review meeting to discuss, and Owner shall review and approve, the Construction Documents in
accordance with the procedures set forth Section 2.4,1 above. Design-Builder shall proceed with
construction in accordance with the approved Construction Documents and shall submit one set of
approved Construction Documents to Owner prior to commencement of construction,
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2.4.3 Owner's review and approval of interim design submissions and the Construction Documents
is for the purpose of mutually establishing a conformed set of Contract Documents compatible with
the requirements of the Work, Neither OwnerOs review nor approval of any interim design
submissions and Construction Documents shall be deemed to transfer any design liability from
Design-Builder to Owner.
2.4.4 To the extent not prohibited by the Contract Documents or Legal Requirements, Design-
Builder may prepare interim design submissions and Construction Documents for a portion of the
Work to permit construction to proceed on that portion of the Work prior to completion of the
Construction Documents for the entire Work.
2.5 Legal Requirements
2.5.1 Design-Builder shall perform the Work in accordance with all Legal Requirements and shall
provide all notices applicable to the Work as required by the Legal Requirements.
2.5.2 The Contract Price and/or Contract Time(s) shall be adjusted to compensate Design-Builder
for the effects of any changes in the Legal Requirements enacted after the date of the Agreement
affecting the performance of the Work, or if a Guaranteed Maximum Price is established after the
date of the Agreement, the date the parties agree upon the Guaranteed Maximum Price. Such effects
may include, without limitation, revisions Design-Builder is required to make to the Construction
Documents because of changes in Legal Requirements.
2.6 Government Approvals and Permits
2.6.1 Except as identified in an Owner's Permit List attached as an exhibit to the Agreement,
Design-Builder shall obtain and pay for all necessary permits, approvals, licenses, government
charges and inspection fees required for the prosecution of the Work by any government or quasi-
government entity having jurisdiction over the Project.
2.6.2 Design-Builder shall provide reasonable assistance to Owner in obtaining those permits,
approvals and licenses that are Owner's responsibility.
2.7 Design-Builder's Construction Phase Services
2.7.1 Unless otherwise provided in the Contract Documents to be the responsibility of Owner or
a separate contractor, Design-Builder shall provide through itself or Subcontractors the necessary
supervision, labor, inspection, testing, start-up, material, equipment, machinery, temporary utilities
and other temporary facilities to permit Design-Builder to complete construction of the Project
consistent with the Contract Documents.
2.7.2 Design-Builder shall perform all construction activities efficiently and with the requisite
expertise, skill and competence to satisfy the requirements of the Contract Documents. Design-
Builder shall at, all, times exercise complete and exclusive control over the means, methods,
sequences and techniques of construction.
2.7.3 Design-Builder shall employ only Subcontractors who are duly licensed and qualified to
perform the Work consistent with the Contract Documents. Owner may reasonably object to Design-
BuilderO s selection of any Subcontractor, provided that the Contract Price and/or Contract Time(s)
shall be adjusted to the extent that OwnerOs decision impacts Design-BuilderOs cost and/or time
of performance.
2.7.4 Design-Builder assumes responsibility to Owner for the proper performance of the Work of
Subcontractors and any acts and omissions in connection with such performance. Nothing in the
Contract Documents is intended or deemed to create any legal or contractual relationship between
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May 25. 2001
Owner and any Subcontractor or Sub-Subcontractor, including but not limited to any third-party
beneficiary rights,
2.7.5 Design-Builder shall coordinate the activities of all Subcontractors, If Owner performs other
work on the Project or at the Site with separate contractors under OwnerOs control, Design-Builder
agrees to reasonably cooperate and coordinate its activities with those of such separate contractors
so that the Project can be completed in an orderly and coordinated manner without unreasonable
disruption,
2.7.6 Design-Builder shall keep the Site reasonably free from debris, trash and construction wastes
to permit Design-Builder to perform its construction services efficiently, safely and without
interfering with the use of adjacent land areas, Upon Substantial Completion of the Work, or a
portion of the Work, Design-Builder shall remove all debris, trash, construction wastes, materials,
equipment, machinery and tools arising from the Work or applicable portions thereof to permit
Owner to occupy the Project or a portion of the Project for its intended use.
2.8 Design-Builder's Responsibility for Project Safety
2.8.1 ,Design-Builder recognizes the importance of performing the Work in a safe manner so as to
prevent damage, injury or loss to (i) all individuals at the Site, whether working or visiting, (ii) the
Work, including materials and equipment incorporated into the Work or stored on-Site or off-Site,
and (iii) all other property at the Site or adjacent thereto. Design-Builder assumes responsibility for
implementing and monitoring all safety precautions and programs related to the performance of the
Work Design-Builder shall, prior to commencing construction, designate a Safety Representative
with the necessary qualifications and experience to supervise the implementation and monitoring of
all safety precautions and programs related to the Work. Unless otherwise required by the Contract
Documents, Design-BuilderOs Safety Representative shall be an individual stationed at-the Site who
may have responsibilities on the Project in addition to safety, The Safety Representative shall make
routine daily inspections of the Site and shall hold weekly safety meetings with Design-BuilderOs
personnel, Subcontractors and others as applicable.
2.8.2 Design-Builder and Subcontractors shall comply with all Legal Requirements relating to
safety, as well as any Owner-specific safety requirements set forth in the Contract Documents,
provided that such Owner-specific requirements do not violate any applicable Legal Requirement.
Design-Builder will immediately report in writing any safety-related injury, loss, damage or accident
arising from the Work to OwnerOs Representative and, to the extent mandated by Legal
Requirements, to all government or quasi-government authorities having jurisdiction over safety-
related matters involving the Project or the Work.
2.8.3 Design-BuilderOs responsibility for safety under this Section 2.8 is not intended in any way
to relieve Subcontractors and Sub-Subcontractors of their own contractual and legal obligations and
responsibility for (i) complying with all Legal Requirements, including those related to health and
safety matters, and (ii) taking all necessary measures to implement and monitor all safety precautions
and programs to guard against injury, losses, damages or accidents resulting from their performance
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2.9 Design-BuilderOs Warranty
2.9.1 Design-Builder warrants to Owner that the construction, including all materials and
equipment furnished as part of the construction, shall be new unless otherwise specified in the
Contract Documents, of good quality, in conformance with the Contract Documents and free of
defects in materials and workmanship, Design-Builder's warranty obligation excludes defects
caused by abuse, alterations, or failure to maintain the Work by persons other than Design-Builder
or anyone for whose acts Design-Builder may be liable. Nothing in this warranty is intended to limit
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any manufacturer's warranty which provides Owner with greater warranty rights than set forth in this
Section 2.9 or the Contract Documents. Design-Builder will provide Owner with all manufacturers'
warranties upon Substantial Completion.
2.10 Correction of Defective Work
2.10.1 Design-Builder agrees to correct any Work that is found to not be in conformance with the
Contract Documents, including that part of the Work subject to Section 2.9 hereof, within a period
of two years from the date of Substantial Completion of the Work or any portion of the Work, or
within such different period to the extent required by the Contract Documents.
2.10.2 Design-Builder shall, within seven (7) days of receipt of written notice from Owner that the
Work is not in conformance with the Contract Documents, take meaningful steps to commence
correction of such nonconforming Work, including the correction, removal or replacement of the
nonconforming Work and any damage caused to other parts of the Work affected by the
nonconforming Work. If Design-Builder fails to commence the necessary steps within such seven
(7) day period, Owner, in addition to any other remedies provided under the Contract Documents,
may provide Design-Builder with written notice that Owner will commence correction of such
nonconforming Work with its own forces. If Owner does perform such corrective Work, Design-
Builder shall be responsible for all reasonable costs incurred by Owner in performing such
correction, If the nonconforming Work creates an emergency requiring an immediate response, the
seven (7) day periods identified herein shall be deemed inapplicable.
2.10.3 The two year period referenced in Section 2.10.1 above applies only to Design-Builder's
obligation to correct nonconforming Work and is not intended to constitute a period of limitations
for any other rights or remedies Owner may have regarding Design-Builder's other obligations under
the Contract Documents.
Article 3
Owner's Services and Responsibilities
3.1 Duty to Cooperate
3.1.1 Owner shall, throughout the performance of the Work, cooperate with Design-Builder and
perform its responsibilities, obligations and services in a timely manner to facilitate Design-Builder's
timely and efficient performance of the Work and so as not to delay or interfere with Design-
Builder's performance of its obligations under the Contract Documents.
3.1.2 Owner shall provide timely reviews and approvals of interim design submissions and
Construction Documents consistent with the turnaround times set forth in Design-Builder's schedule.
3.2 Furnishing of Services and Information
3.2.1 Unless expressly stated to the contrary in the Contract Documents, Owner shall provide, at
its own cost and expense, for Design-BuilderDs information and use the following, all of which
Design-Builder is entitled to rely upon in performing the Work:
.1 Surveys describing the property, boundaries, topography and reference points for use
during construction, including existing service and utility lines;
.2 Geotechnical studies describing subsurface conditions, and other surveys describing
other latent or concealed physical conditions at the Site;
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May 25, 2001
.3 Temporary and permanent easements, zoning and other requirements and encumbrances
affecting land use, or necessary to permit the proper design and construction of the
Project and enable Design-Builder to perform the Work;
.4 A legal description of the Site;
.5 To the extent available, as-built and record drawings of any existing structures at the
Site; and
.6 To the extent available, environmental studies, reports and impact statements describing
the environmental conditions, including Hazardous Conditions, in existence at the Site.
3.2.2 Owner is responsible for securing and executing all necessary agreements with adjacent land
or property owners that are necessary to enable Design-Builder to perform the Work. Owner is
further responsible for all costs, including attorneys 0 fees, incurred in securing these necessary
agreements,
3.4 Owner's Representative
3.4.1 Owner's Representative shall b,e responsible for providing Owner-supplied information and
approvals in a timely manner to permit Design-Builder to fulfill its obligations under the Contract
Documents. Owner's Representative shall also provide Design-Builder with prompt notice if it
observes any failure on the part of Design-Builder to fulfill its contractual obligations, including any
errors, omissions or defects in the performance of the Work.
3.5 Government Approvals and Permits
3.5.1 Owner shall obtain and pay for all necessary permits, approvals, licenses, government
charges and inspection fees set forth in the Owner's Permit List attached as an exhibit to the
Agreement upon completion of Phase I.
3.5.2 Owner shall provide reasonable assistance to Design-Builder in obtaining those permits,
approvals and licenses that are Design-Builder's responsibility.
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3.6 Owner's Separate Contractors
3.6.1 Owner is responsible for all work performed on the Project or at the Site by separate
contractors under Owner's control. Owner shall contractually require its separate contractors to
cooperate with, and coordinate their activities so as not to interfere with, Design-Builder in order to
enable Design-Builder to timely complete the Work consistent with the Contract Documents,
Article 4
Hazar,dous Conditions and
Differing Site Conditions
4.1 Hazardous Conditions
4.1.1 Unless otherwise expressly provided in the Contract Documents to be part of the Work,
Design-Builder is not responsible for any Hazardous Conditions encountered at the Site. Upon
encountering any Hazardous Conditions, Design-Builder will stop Work immediately in the affected
area and duly notify Owner and, if required by Legal Requirements, all government or quasi-
government entities with jurisdiction over the Project or Site.
DO
. 4.1.2 Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take
the necessary measures required to ensure that the Hazardous Conditions are remediated or rendered
harmless, Such necessary measures shall include Owner retaining qualified independent experts to
(i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been
encountered, (ii) prescribe the remedial measures that Owner must take either to remove the
Hazardous Conditions or render the Hazardous Conditions harmless,
4.1.3 Design-Builder shall be obligated to resume Work at the affected area of the Project only
after Owner's expert provides it with written certification that (i) the Hazardous Conditions have
been removed or rendered harmless and (ii) all necessary approvals have been obtained from all
government and quasi-government entities having jurisdiction over the Project or Site,
4.1.4 Design-Builder will be entitled, in accordance with these General Conditions of Contract,
to an adjustment in its Contract Price and/or Contract Time(s) to the extent Design-Builder's cost
and/or time of performance have been adversely impacted by the presence of Hazardous Conditions
and will be reimbursed for costs, losses or damages arising out of such condition,
4.1.6 Notwithstanding the preceding provisions of this Section 4.1, Owner is not responsible for
Hazardous Conditions introduced to the Site by Design-Builder, Subcontractors or anyone for whose
acts they may be liable. Design-Builder shall indemnify, defend and hold harmless Owner and
OwnerO s officers, directors, employees and agents from and against all claims, losses, damages,
liabilities and expenses, including attorneysO fees and expenses, arising out of or resulting from
those Hazardous Conditions introduced to the Site by Design-Builder, Subcontractors or anyone for
whose acts they may be liable.
4.2 Differing Site Conditions
4.2.1 Concealed or latent physical conditions or subsurface conditions at the Site that (i) materially
differ from the conditions indicated in the Contract Documents or (ii) are of an unusual nature,
differing materially from the conditions ordinarily encountered and generally recognized as inherent
in the Work are collectively referred to herein as "Differing Site Conditions." If Design-Builder
encounters a Differing Site Condition, Design-Builder will be entitled to an adjustment in the
Contract Price and/or Contract Time(s) to the extent Design-BuilderOs cost and/or time of
performance are adversely impacted by the Differing Site Condition,
4.2.2 Upon encountering a Differing Site Condition, Design-Builder shall provide prompt written
notice to Owner of such condition, which notice shall not be later than fourteen (14) days after such
condition has been encountered. Design-Builder shall, to the extent reasonably possible, provide
such notice before the Differing Site Condition has been substantially disturbed or altered.
Article 5
Insurance and .Bonds
5.1 Design-Builders Insurance Requirements
5.1.1 Design-Builder is responsible for procuring and maintaining from insurance companies
authorized to do business in the state in which the Project is located, and with a minimum rating set
forth in the Agreement, the following insurance coverages for certain claims which may arise from
or out of the performance of the Work and obligations under the Contract Documents:
.1 Coverage for claims arising under workers compensation, disability and other similar
employee benefit laws applicable to the Work;
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May 25, 2001
.2 Coverage for claims by Design-Builder's employees for bodily injury, sickness, disease,
or death;
.3 Coverage for claims by any person other than Design-Builder's employees for bodily
injury, sickness, disease, or death;
.4 Coverage for usual personal injury liability claims for damages sustained by a person as
a direct or indirect result of Design-Builder's employment of the person, or sustained by
any other person;
.5 Coverage for claims for damages (other than to the Work) because of injury to or
destruction of tangible property, including loss of use;
.6 Coverage for claims of damages because of personal injury or death, or property damage
resulting from ownership, use and maintenance of any motor vehicle; and
.7 Coverage for contractual liability claims arising out of Design-Builder's obligations
under Section 7.4,1 hereof.
5.1.2 Design-Builder's liability insurance required by Section 5, L 1 above shall be writtep for the
coverage amounts set forth in the Agreement and shall include completed operations insurance for
the period of time set forth in the Agreement.
5.1.3 Design-Builder's liability insurance set forth in Sections 5.1.1. 1 through 5.1. 1.7 above shall
specifically delete any design-build or similar exclusions that could compromise coverages because
of the design-build delivery of the Project.
5.1.4 To the extent Owner requires Design-Builder or any Design Consultant to provide
professional liability insurance for claims arising from the negligent performance of design services
by Design-Builder or the Design Consultant, the coverage limits, duration and other specifics of such
insurance shall be as set forth in the Agreement. Any professional liability shall specifically delete
any design-build or similar exclusions that could compromise coverages because of the design-build
delivery of the Project. Such policies shall be provided prior to the commencement of any design
services hereunder.
5.1.5 Prior to commencing any construction services hereunder, Design-Builder shall provide
Owner with certificates evidencing that (i) all insurance obligations required by the Contract
Documents are in full force and in effect and will remain in effect for the duration required by the
Contract Documents and (ii) no insurance coverage will be canceled, renewal refused, or materially
changed unless at least thirty (30) days prior written notice is given to Owner.
5.3 Property Insurance
5.3.1 Unless otherwise provided in the Contract Documents, Design-Builder shall procure and
maintain from insurance companies authorized to do business in the state in which the Project is
located property insurance upon the entire Project to the full insurable value of the Project, including
professional fees, overtime premiums and all other expenses incurred to replace or repair the insured
property. The property insurance obtained by Design-Builder shall include as additional insureds
the interests of Owner, Program Manager Design Consultants, Subcontractors and Sub-
Subcontractors, and shall insure against the perils of fire and extended coverage, theft, vandalism,
malicious mischief, collapse, flood, earthquake, debris removal and other perils or causes of loss as
called for in the Contract Documents. The property insurance shall include physical loss or damage
00
to the Work, including materials and equipment in transit, at the Site or at another location as may
be indicated in Design-Builder's Application for Payment and approved by Owner.
5.3.2 Unless the Contract Documents provide otherwise, Design-Builder shall procure and
maintain boiler and machinery insurance that will include the interests of Owner, Program Manager
Design Consultants, Subcontractors and Sub-Subcontractors,
5.3.3 Prior to Design-Builder commencing any Work, Design-Builder shall provide Owner with
certificates evidencing that (i) all Owner's insurance obligations required by the Contract Documents
are in full force and in effect and will remain in effect until Design-Builder has completed all of the
Work and has received final payment from Owner and (ii) no insurance coverage will be canceled,
renewal refused, or materially changed unless at least thirty (30) days prior written notice is given
to Design-Builder. Design-Builder's property insurance shall not lapse or be canceled if Owner
occupies a portion of the Work pursuant to Section 6,6.3 hereof. Design-Builder shall provide
Owner with the necessary endorsements from the insurance company prior to occupying a portion
of the Work.
5.3.4 Any loss covered under Design-Builder's property insurance shall be adjusted with Owner
and Design-Builder and made payable to both of them as trustees for the insureds as their interests
may appear, subject to any applicable mortgage clause. All insurance proceeds received as a result
of any loss will be placed in a separate account and distributed in accordance with such agreement
as the interested parties may reach. Any disagreement concerning the distribution of any proceeds
will be resolved in accordance with Article 10 hereof.
5.3.5 Owner and Design-Builder waive against each other and Owner's separate contractors,
Program Manager, Design Consultants, Subcontractors, agents and employees of each and all of
them, all damages covered by property insurance provided herein, except such rights as they may
have to the proceeds of such insurance, Design-Builder and Owner shall, where appropriate, require
similar waivers of subrogation from Owner's separate contractors, Design Consultants and
Subcontractors and shall require each of them to include similar waivers in their contracts,
5.4 Bonds and Other Performance Security
5.4.1 If Owner requires Design-Builder to obtain performance and labor and material payment
bonds, or other forms of performance security, the amount, form and other conditions of such
security shall be as set forth in the Agreement.
Article 6
Payment
6.1 Schedule of Values
6.1;1 Within ten (10) 'days of execution of the Agreement, Design-Builder shall submit for Owner's
review and approval a schedule of values for all of the Work, The Schedule of Values will (i)
subdivide the Work into its respective parts, (ii) include values for all items comprising the Work
and (iii) serve as the basis for monthly progress payments made to Design-Builder throughout the
W~. '
6.2 Monthly Progress Payments
6.2.1 On or before the date established in the Agreement, Design-Builder shall submit for
OwnerOs review and approval its Application for Payment requesting payment for all Work
performed as of the date of the Application for Payment The Application for Payment shall be
accompanied by all supporting documentation required by the Contract Documents and/or
established at the meeting required by Section 2.1.4 hereof.
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May 25. 2001
6.2.2 The Application for Payment may request payment for equipment and materials not yet
incorporated into the Project, provided that (i) Owner is satisfied that the equipment and materials
are suitably stored at either the Site or another acceptable location, (ii) the equipment and materials
are protected by suitable insurance and (iii) upon payment, Owner will receive the equipment and
materials free and clear of all liens and encumbrances,
6.2.3 The Application for Payment shall constitute Design-Builder's representation that the Work
has been performed consistent with the Contract Documents, has progressed to the point indicated
in the Application for Payment, and that title to all Work will pass to Owner free and clear of all
claims, liens, encumbrances, and security interests upon the incorporation of the Work into the
Project, or upon Design-Builder's receipt of payment, whichever occurs earlier.
6.3 . . Withholding of Payments
6.3.1 On or before the date established in the Agreement, Owner shall pay Design-Builder all
amounts properly due, If Owner determines that Design-Builder is not entitled to all or part of an
Application for Payment, it will notify Design-Builder in writing at least five (5) days prior to the
date payment is due. The notice shall indicate the specific amounts Owner intends to withhold, the
reasons and contractual basis for the withholding, and the specific measures Design-Builder must
take to rectify Owner's concerns. Design-Builder and Owner will attempt to resolve Owner's
concerns prior to the date payment is due. If the parties cannot resolve such concerns, Design-
Builder may pursue its rights under the Contract Documents, including those under Article 10 hereof.
6.3.2 Notwithstanding anything to the contrary in the Contract Documents, Owner shall pay
Design-Builder all undisputed amounts in an Application for Payment within the times required by
the Agreement.
6.4 Right to Stop Work and Interest
6.4;1 If Owner fails to pay Design-Builder any amount that becomes due, Design-Builder, in
addition to all other remedies provided in the Contract Documents, may stop Work pursuant to
Section 11.3 hereof.
6.5 Design-Builder's Payment Obligations
'6.5.1 Design-Builder will pay Design Consultants and Subcontractors, in accordance with its
contractual obligations to such parties, all the amounts Design-Builder has received from Owner on
account of their work. Design-Builder will impose similar requirements on Design Consultants and
Subcontractors to pay those parties with whom they have contracted. Design-Builder will indemnify
and defend Owner against any claims for payment and mechanic's liens as set forth in Section 7.3
. hereof.
00
6.6 Substantial Completion
6.6.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in
the Contract Documents, a portion of the Work, is substantially complete~ Within five (5) days of
Owner's receipt of Design-Builder's notice, Owner and Design-Builder will jointly inspect such
Work to verify that it is substantially complete in accordance with the requirements of the Contract
Documents and that any Georgia EPD required certification or permits have been obtained. If such
Work is substantially complete, Owner shall prepare and issue a Certificate of Substantial
Completion that will set forth (i) the date of Substantial Completion of the Work or portion thereof,
(ii) the remaining items of Work that have to be completed before final payment, (iii) provisions (to
the extent not already provided in the Contract Documents) establishing Owner's and Design-
Builder's responsibility for the Project's security, maintenance, utilities and insurance pending final
payment and (iv) an acknowledgment that warranties commence to run on the date of Substantial
Completion, except as may otherwise be noted in the Certificate of Substantial Completion.
6.6.2 Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work,
Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work
or completed portion of the Work, less an amount equal to the reasonable value of all remaining or
incomplete items of Work as noted in the Certificate of Substantial Completion.
6.6.3 Owner, at its option, may use a portion of the Work which has been determined to be
substantially complete, provided, however, that (i) a Certificate of Substantial Completion has been
issued for the portion of Work addressing the items set forth in Section 6.6.1 above, (ii) Design-
Builder and Owner have obtained the consent of their sureties and insurers, and to the extent
applicable, the appropriate government authorities having jurisdiction over the Project, and (iii)
Owner and Design-Builder agree that Owner's use or occupancy will not interfere with Design-
Builder's completion of the remaining Wark.
6.7 Final Payment
6.7.1 After receipt of a Final Application for Payment from Design-Builder, Owner shall make
final payment by the time required in the Agreement, provided that Design-Builder has completed
all of the Work in conformance with the Contract Documents.
6.7.2 At the time of submission of its Final Application for Payment, Design-Builder shall provide
the following information:
.1 an affidavit that there are no claims, obligations or liens outstanding or unsatisfied for
labor, services, material, equipment, taxes or other items performed, furnished or
incurred for or in connection with the Work which will in any way affect OwnerO s
interests; .
.2 a general release executed by Design-Builder waiving, upon receipt of final payment by
Design-Builder, all claims, except those claims previously made in writing to Owner and
remaining unsettled at the time of final payment;
.3 consent of Design-Builder's surety, if any, to final payment;
.4 all operating manuals, warranties and other deliverables required by the Contract
Documents; and
.5 certificates of insurance confirming that required coverages will remam m effect
consistent with the requirements of the Contract Documents.
6.7.3 Upon making final payment, Owner waives all claims against Design-Builder except claims
relating to (i) Design-Builder's failure to satisfy its payment obligations, if such failure affects
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May 25, 2001
Owner's interests, (ii) Design-Builder's failure to complete the Work consistent with the Contract
Documents, including defects appearing after Substantial Completion and (iii) the terms of any
special warranties required by the Contract Documents.
Article 7
Indemnification
7.1 Patent and Copyright Infringement
7.1.1 Design-Builder shall defend any action or proceeding brought against Owner based on any
claim that the Work, or any part thereof, or the operation or use of the Work or any part thereof,
constitutes infringement of any United States patent or copyright, now or hereafter issued, Owner
shall give prompt written notice to Design-Builder of any such action or proceeding and will
reasonably provide authority, information and assistance in the defense of same. Design-Builder
shall indemnify and hold harmless Owner from and against all damages and costs, including but not
limited to attorneys' fees and expenses awarded against Owner or Design-Builder in any such action
or proceeding. Design-Builder agrees to keep Owner informed of all developments in the defense
of such actions.
7.1.2 If Owner is enjoined from the operation or use of the Work, or any part thereof, as the result
of any patent or copyright suit, claim, or proceeding, Design-Builder shall at its sole expense take
reasonable steps to procure the right to operate or use the Work. If Design-Builder cannot so procure
such right within a reasonable time, Design-Builder shall promptly, at Design-Builderos option and
at Design-Builder's expense, (i) modify the Work so as to avoid infringement of any such patent or
copyright or (ii) replace said Work with Work that does not infringe or violate any such patent or
copyright.
7.1.3 Sections 7.1.1 and 7,1.2 above shall not be applicable to any suit, claim or proceeding based
on infringement or violation of a patent or copyright (i) relating solely to a particular process or
product of a particular manufacturer specified by Owner and not offered or recommended by Design-
Builder to Owner or (ii) arising from modifications to the Work by Owner or its agents after
acceptance of the Work. If the suit, claim or proceeding is based upon events set forth in the
preceding sentence, Owner shall defend, indemnify and hold harmless Design-Builder to the same
extent Design-Builder is obligated to defend, indemnify and hold harmless Owner in Section 7.1.1
above.
7.1.4 The obligations set forth in this Section 7.1 shall constitute the sole agreement between the,
parties relating to liability for infringement of violation of any patent or copyright.
7.2 Tax Claim Indemnification
7.2.1 If, in accordance with Owner's direction, an exemption for all or part of the Work is claimed
for taxes, Owner shall defend and hold harmless Design-Builder from and against any liability,
penalty, interest, fine, tax assessment, attorneys 0 fees or other expenses or costs incurred by Design-
Builder as a result of any action taken by Design-Builder in accordance with Owner's directive.
7.3 ' Payment Claim Indemnification
7.3.1 Providing that Owner is not in breach of its contractual obligation to make payments to
Design-Builder for the Work, Design-Builder shall indemnify, defend and hold harmless Owner
from any claims or mechanic's liens brought against Owner or against the Project as a result of the
failure of Design-Builder, or those for whose acts it is responsible, to pay for any services, materials,
labor, equipment, taxes or other items or obligations furnished or incurred for or in connection with
00
the Work. Within three (3) days of receiving written notice from Owner that such a .claim or
mechan'icOs lien has been filed, Design-Builder shall commence to take the steps necessary to
discharge said claim or lien, including, if necessary, the furnishing of a mechanicOs lien bond, If
Design-Builder fails to do so, Owner will have the right to discharge the claim or lien and hold
Design-Builder liable for costs and expenses incurred, including attorneysO fees,
7.4 Design-BuilderOs General Indemnification
7.4.1 Design-Builder, to the fullest extent permitted by law, shall indemnify, hold harmless and
defend Owner, its officers, directors, employees and agents from and against claims, losses,
damages, liabilities, including attomeysO fees and expenses, for bodily injury, sickness or death, and
property damage 'or destruction (other than to the Work itself) to the extent resulting from the
negligent acts or omissions of Design-Builder, Design Consultants, Subcontractors, anyone
employed directly or indirectly by any of them or anyone for whose acts any of them may be liable.
7.4.2 If an employee of Design-Builder, Design Consultants, Subcontractors, anyone employed
directly or indirectly by any of them or anyone for whose acts any of them may be liable has a claim
against Owner, its officers, directors, employees, or agents, Design-BuilderOs indemnity obligation
set forth in Section 7.4.1 above shall not be limited by any limitation on the amount of damages,
compensation or benefits payable by or for Design-Builder, Design Consultants, Subcontractors, or
other entity under any employee benefit acts, including workersO compensation or disability acts.
Article 8
Time
8.1 Obligation to Achieve the Contract Times
8.1.1 Design-Builder agrees that it will commence performance of the Work and achieve the
Contract Time(s) in accordance with Article 5 of the Agreement.
8.2 Delays to the Work
8.2.1 If Design-Builder is delayed in the performance of the Work due to acts, OI1llSSlOnS,
conditions, events, or circumstances beyond its control and due to no fault of its own or those for
whom Design-Builder is responsible, the ContraCt Time(s) for performance shall be reasonably
extended by Change Order. By way of example, events that will entitle Design-Builder to an
extension of the Contract Time(s) iriclude acts or omissions of Owner or anyone under Owner's
control (including separate contractors), delays by the U,S. Corps of Engineers, EPD, or EP A
following reasonable notification by Design-Builder, changes in the Work, Differing Site Conditions,
Hazardous Conditions, wars, floods, labor disputes, unusual delay in transportation, epidemics
abroad, earthquakes, adverse weather conditions not reasonably anticipated, and other acts of God.
Article 9
Changes to the
Contract Price and Time
9.1 Change Orders
9.1.1 A Change Order is a written instrument issued after execution of the Agreement signed by
Owner and Design-Builder, stating their agreement upon all of the following:
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May 25, 2001
.1 The scope of the change in the Work;
~"''''''ii:$'fs''':~-~:''';:r"",.~,':'~~:~~~~Pi
.2 The amount of the adjustment to the @G5nuract~irrce; and
.3 The extent of the adjustment to the Contract Time(s).
9.1.2 All changes in the Work authorized by applicable Change Order shall be performed under
the applicable conditions of the Contract Documents. Owner and Design-Builder shall negotiate in
good faith and as expeditiously as possible the appropriate adjustments for such changes.
9.1.3 If Owner requests a proposal for a change in the Work from Design-Builder and subsequently
elects not to proceed with the change, a Change Order shall be issued to reimburse Design-Builder
for reasonable costs incurred for estimating services, design services and services involved in the
preparation of proposed revisions to the Contract Documents.
9.2 Work Change Directives
9.2.1 A Work Change Directive is a written order prepared and signed by Owner, directing a
change in the Wark prior to agreement on an adjustment in the Contract Price and/or the Contract
Time(s).
9.2.2 Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the
appropriate adjustments for the Work Change Directive. Upon reaching an agreement, the parties
shall prepare and execute an appropriate Change Order reflecting the terms of the agreement.
9.3 Minor Changes in the Work
9.3.1 Minor changes in the Work do not involve an adjustment in the Contract Price and/or
Contract Time(s) ,and do not materially and adversely affect the Work, including the design, quality,
performance and workmanship required by the Contract Documents, Design-Builder may make
minor changes in the Work consistent with the intent of the Contract Documents, provided, however
that Design-Builder shall promptly inform Owner, in writing, of any such changes and record such
changes on the documents maintained by Design-Builder.
9.4 Contract Price Adjustments
9.4.1 The increase or decrease in Contract Price resulting from a change in the Work shall be
determined by one or more of the following methods:
.1 Unit prices set forth in the Agreement or as subsequently agreed to between the parties;
.2 A mutually accepted, lump sum, properly itemized and supported by sufficient
substantiating data to permit evaluation by Owner;
.3 Costs, fees and any other markups set forth in the Agreement; and
.4 If an increase or decrease cannot be agreed to as set forth in items .1 througl:) .3 above
and Owner issues a Work Change Directive, the cost of the change of the Work shall be
determined by the reasonable expense and savings in the performance of the Work
resulting from the change, including a reasonable overhead and profit, as may be set
forth in the Agreement. If the net result of both additions and deletions to the Work is
an increase in the Contract Price, overhead and profit shall be calculated on the basis of
00
the net increase to the Contract Price. If the net result of both additions and deletions
to the Work is a decrease in the Contract Price, there shall be no overhead or profit
adjustment to the Contract Price. Design-Builder shall maintain a documented, itemized
accounting evidencing the expenses and savings associated with such changes.
9.4.2 If unit prices are set forth in the Contract Documents or are subsequently agreed to by the
parties, but application of such unit prices will cause substantial inequity to Owner or Design-Builder
because of differences in the character or quantity of such unit items as originally contemplated, such
unit prices shall be equitably adjusted,
9.4.3 If Owner and Design-Builder disagree upon whether Design-Builder is entitled to be paid for
any services required by Owner, or if there are any other disagreements over the scope of Work or
proposed changes to the Work, Owner and Design-Builder shall resolve the disagreement pursuant
to Article 10 hereof. As part of the negotiation process, Design-Builder shall furnish Owner with a
good faith estimate of the costs to perform the disputed services in accordance with Owner's
interpretations. If the parties are unable to agree and Owner expects Design-Builder to perform the
services in accordance with Owner's interpretations, Design-Builder shall proceed to perform the
disputed services, conditioned upon Owner issuing a written order to Design-Builder (i) directing
Design-Builder to proceed and (ii) specifying Owner'sinterpretation of the services that are to be
performed. If this occurs, Design-Builder shall be entitled to submit in its Applications for Payment
an amount equal to fifty percent (50%) of its reasonable estimated direct cost to perform the services,
and Owner agrees to pay such amounts, with the express understanding that (i) such payment by
Owner does not prejudice Owner's right to argue that it has no responsibility to pay for such services
and (ii) receipt of such payment by Design-Builder does not prejudice Design-Builder's right to seek
full payment of the disputed services if Owner's order is deemed to be a change to the Work.
9.5 Emergencies
9.5.1 In any emergency affecting the safety of persons and/or property, Design-Builder shall act,
at its discretion, to prevent threatened damage, injury or loss. Any change in the Contract Price
and/or Contract Time(s) on account of emergency work shall be determined as provided in this
Article 9.
Article 10
Contract Adjustments and Disputes'
10.1' Requests for Contract Adjustments and Relief
10.1.1 If either Design-Builder or Owner believes that it is entitled to relief against the other for any
event arising out of or related to the Work or Project, such party shall provide written notice to the
other party of the basis for its claim for relief. Such notice shall, if possible, be made prior to
incurring any cost or expense and in accordance with any specific notice requirements contained in
applicable sections of these General Conditions of Contract. In the absence of any specific notice
requirement, written notice shall be given within a reasonable time, not to exceed twenty-one (21)
days, ,after the occurrence giving rise to the claim for relief or after the' claiming' party reasonably
should have recognized the event or condition giving rise to the request, whichever is later. Such
notice shall include sufficient information to advise the other party of the circumstances giving rise
to the claim for relief, the specific contractual adjustment or relief requested and the basis of such
request.
10.2 Dispute A voidance and Resolution
10.2.1 The parties are fully committed to working with each other throughout the Project and agree
to communicate regularly with each other at all times so as to avoid or minimize disputes or
disagreements. If disputes or disagreements do arise, Design-Builder and Owner each commit to
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May 25, 2001
resolving such disputes or disagreements in an amicable, professional and expeditious manner so as
to avoid unnecessary losses, delays and disruptions to the Work.
10.2.2 Design-Builder and Owner will first attempt to resolve disputes or disagreements at the field
level through discussions between Design-Builder's Representative and Owner's Representative.
10.2.3 If a dispute or disagreement cannot be resolved through Design-Builder's Representative and
Owner's Representative, Design-Builder's Senior Representative and Owner's Senior Representative,
upon the request of either party, shall meet as soon as conveniently possible, but in no case later than
thirty (30) days after such a request is made, to attempt to resolve such dispute or disagreement.
Prior to any meetings between the Senior Representatives, the parties will exchange relevant
information that will assist the parties in resolving their dispute or disagreement.
lOA Duty to Continue Performance
10.4.1 Unless provided to the contrary in the Contract Documents, Design-Builder shall continue
to perform the Work and Owner shall continue to satisfy its payment obligations to Design-Builder,
pending the final resolution of any dispute or disagreement between Design-Builder and Owner.
10.5 CONSEQUENTIAL DAMAGES
10.5.1 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (EXCEPT AS SET
FORTH IN SECTION 10.5.2 BELOW), NEITHER DESIGN-BUll..DER NOR OWNER SHALL
BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES,
WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
STRICT LIABll..ITY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE,
PROFITS, BUSINESS, REPUTATION OR FINANCING.
. 10.5.2 The consequential damages limitation set forth in Section 10,5.1 above is not intended to
affect the payment of liquidated damages, if any, set forth in Article 5 of the Agreement, which both
parties recognize has been established, in part, to reimburse Owner for some damages that might
otherwise be deemed to be consequential.
Article 11
Stop Work and Termination for Cause
11.1 Owner's Right to Stop Work
11.1.1 Owner may, without cause and for its convenience, order Design-Builder in writing to stop
and suspend the Work. Such suspension shall not exceed sixty (60) consecutive days or aggregate
more than ninety (90) days during the duration of the Project.
11.1.2 Design-Builder is entitled to seek an' adjustment of the Contract Price and/or Contract
Time(s) if its cost or time to perform the Work has been adversely impacted by any suspension of
stoppage of work by Owner.
11.2 Owner's Right to Perform and Terminate for Cause
11.2.1 If Design-Builder persistently fails to (i) provide a sufficient number of skilled workers, (ii)
supply the materials required by the Contract Documents, (iii) comply with applicable Legal
Requirements, (iv) timely pay, without cause, Design Consultants or Subcontractors, (v) prosecute
the Work with promptness and diligence to ensure that the Work is completed by the Contract
00
Time(s), as such times may be adjusted, or (vi) perform material obligations under the Contract
Documents, then Owner, in addition to any other rights and remedies provided in the Contract
Documents or by law, shall have the rights set forth in Sections 11.2.2 and 11.2.3 below.
11.2.2 Upon the occurrence of an event set forth in Section 11.2.1 above, Owner may provide
written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited
is cured, or commenced to be cured, within seven (7) days of Design-Builder's receipt of such notice.
If Design-Builder fails to cure, or reasonably commence to cure, such problem, then Owner may
give a second written notice to Design-Builder of its intent to terminate within an additional seven
(7) day period, If Design-Builder, within such second seven (7) day period, fails to cure, or
reasonably commence to cure, such problem, then Owner may declare the Agreement terminated for
default by providing written notice to Design-Builder of such declaration.
11.2.3 Upon declaring the Agreement terminated pursuant to Section 11.2.2 above, Owner may
enter upon the premises and take possession, for the purpose of completing the Work, of all
materials, equipment, scaffolds, tools, appliances and other items thereon, which have been
purchased or provided for the performance of the Work, all of which Design-Builder hereby
transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to
complete the Work and provide all of the required labor, services, materials, equipment and other
items. In the event of such termination, Design-Builder shall not be entitled to receive any further
payments under the Contract Documents until the Work shall be finally completed in accordance
with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the
cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner
to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a
Guaranteed Maximum Price, Design-Builder will only be entitled to be paid for Work performed
prior to its default If Owner's cost and expense of completing the Work exceeds the unpaid balance
of the Contract Price, then Design-Builder shall be obligated to pay the difference to Owner. Such
costs and expense shall include not only the cost of completing the Work, but also losses, damages,
costs and,expense, including attorneys' fees and expenses, incurred by Owner in connection with the
reprocurement and defense of claims arising from Design-Builder's default, subject to the waiver of
consequential damages set forth in Section 10.5 hereof.
11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be
converted to a termination for convenience in accordance with the provisions of Article 8 of the
Agreement
11.3 Design-Builder's Right to Stop Workll.3.1 Design-Builder may, in addition to any
other rights afforded under the Contract Documents or at law, stop work for the following reasons:
.1 Owner's failure to pay amounts properly due under Design-Builder's Application for
Payment following notice as provided in Section 11.3.2.
11.3.2 Should any of the events set forth in Section 11.3.1 above occur, Design-Builder has the right
to provide Owner with written notice that Design-Builder will stop work unless said event is cured
within sixty (60) days from Owner's receipt of Design-Builder's notice, If Owner does not cure the
prob~em within such sixty (60) day period or provide other financial assurances satisfactory to
Design-Builder, Design-Builder may stop work. In such case, Design-Builder shall be entitled to
make a claim for adjustment to the Contract'Price and Contract Time(s) to the extent it has been
adversely impacted by such stoppage.
11.4 Design-Builder's Right to Terminate for Cause
11.4.1 Design-Builder, in addition to any other rights and remedies provided in the Contract
Documents or by law, may terminate the Agreement for cause for the following reasons:
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May 25, 2001
.1 The Work has been stopped for sixty (60) consecutive days, or more than ninety (90)'
days during the duration of the Project, because of court order, any government authority
having jurisdiction over the Work, or orders by Owner under Section 11.1.1 hereof,
provided that such stoppages are not due to the acts or omissions of Design-Builder or
anyone for whose acts Design-Builder may be responsible.
.2 Owner's failure to provide Design-Builder with any information, permits or approvals
that are Owner's responsibility under the Contract Documents which result in the Work
being stopped for sixty (60) consecutive days, or more than ninety (90) days during the
duration of the Project, even though Owner has not ordered Design-Builder in writing
to stop and suspend the Work pursuant to Section 11,1.1 hereof.
.3 Owner's failure to cure the problems set forth in Section 11.3.1 above after Design-
Builder has stopped the Work.
11.4.2 Upon the occurrence of an event set forth in Section 11.4.1 above, Design-Builder may
provide written notice to Owner that it intends to terminate the Agreement unless the problem cited
is cured, or commenced to be cured, within seven (7) days of Owner's receipt of such notice. If
Owner fails to cure, or reasonably commence to cure, such problem, then Design-Builder may give
a second written notice to Owner of its intent to terminate within an additional seven (7) day period,
If Owner, within such second seven (7) day period, fails to cure, or reasonably commence to cure,
such problem, then Design-Builder may declare the Agreement territinated for default by providing
written notice to Owner of such declaration, In such case, Design-Builder shall be entitled to recover
in the same manner as if Owner had terminated the Agreement for its convenience under Article 8
of the Agreement
11.5 Bankruptcy of Owner or Design-Builder
11.5.1 If either Owner or Design-Builder institutes or has instituted against it a case under the
United States Bankruptcy Code (such party being referred to as the "Bankrupt Party"), such event
may impair or frustrate the Bankrupt Party's ability to perform its obligations under the Contract
Documents. Accordingly, should such event occur:
.1 The Bankrupt Party, its trustee or other successor, shall furnish, upon request of the non-
Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to perform all
future material obligations under the Contract Documents, which assurances shall be
provided within ten (10) days after receiving notice of the request; and
.2 The Bankrupt Party shall file an appropriate action within the bankruptcy court to seek
assumption or rejection of the Agreement within sixty (60) days of the institution of the
bankruptcy filing and shall diligently prosecute such action.
If the Bankrupt Party fails to comply with its foregoing obligations, the non-Bankrupt Party shall be
entitled to request the bankruptcy court to reject the Agreement, declare the Agreement terminated
and pursue any other recourse available to the non-Bankrupt Party under this Article 11.
11.5.2 The rights and remedies under Section 11.5.1 above shall not be deemed to limit the ability
of the non-Bankrupt Party to seek any other rights and remedies provided by the Contract Documents
or by law, including its ability to seek relief from any automatic stays under the United States
Bankruptcy Code or the right of Design-Builder to stop Work under any applicable provision of
these General Conditions of Contract
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Article 12
Miscellaneous
12.1 Assignment
12.1.1 Neither Design-Builder nor Owner shall, without the written consent of the other assign,
transfer or sublet any portion or part of the Work or the obligations required by the Contract
Documents,
12.2 Successorship
12.2.1 Design-Builder and Owner intend that the provisions of the Contract Documents are binding
upon the parties,_ their employees, agents, heirs, successors and assigns.
12.3 Governing Law
12.3.1 The Agreement and all Contract Documents shall be governed by the laws of the place of the
Project, without giving effect to its conflict of law principles.
12.4 Severability
12.4.1 If any provision or any part of a provision of the Contract Documents shall be finally
determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable
Legal Requirements, such determination shall not impair or otherwise affect the validity, legality,
or enforceability of the remaining provision or parts of the provision of the Contract Documents,
which shall remain in full force and effect as if the unenforceable provision or part were deleted.
12.5 No Waiver
12.5.1 The failure of either Design-Builder or Owner to insist, in anyone or more instances, on the
performance of any of the obligations required by the other under the Contract Documents shall not
be construed as a waiver or relinquishment of such obligation or right with respect to future
performance.
12.6 Headings
12.6.1 The headings used in these General Conditions of Contract, or any other Contract Document,
are for ease of reference only and shall not in any way be construed to limit or alter the meaning of
any provision.
12.7 Notice
12.7.1 Whenever the Contract Documents require that notice be provided to the other party, notice
will be deemed to have been validly given (i) if delivered in person to the individual intended to
receive suchnotice, (ii) four (4) days after being sent by registered or certified mail, postage prepaid
to the address indicated in the Agreement or (iii) if transmitted by facsimile, by the time stated in a
machine generated confirmation that notice was received at the facsimile number of the intended
recipient.
12.8 Amendments
12.8.1 The Contract Documents may not be changed, altered, or amended in any way except in
writing signed by a duly authorized representative of each party.
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