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Home My WebLink AboutWORKING BUILDINGS LLC LUMP SUM AGREEMENT FOR COMMISSIONING AUTHORITY SERVICES BETWEEN Augusta, Georgia, a political subdivision of the State of Georgia Acting by and through the Richmond County Commission Hereinafter Referred to as Owner AND Working Buildings, LLC. Hereinafter Referred to as Commissioning Authority PROJECT: Augusta Richmond County Public Library/East Central Georgia Regional Library Headquarters. DATE: July 7, 2006 Article 1 Article 2 Article 3 Article 4 Article 5 Article 6 Article 7 Article 8 Article 9 Article 10 Article 11 Article 12 Article 13 Article 14 Article 15 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E ARCH-LS.PM 7/31/92 AGREEMENT FOR COMMISSIONING AUTHORITY SERVICES TABLE OF CONTENTS Page Definitions. ............. .... ............................... ......... ........... ...................... ...............1 Relationship of the Parties............................................. ............................ ........3 Basic Services..................................................................................................... 5 Compensation ;.... ................. .... .............. ......... ................ .................. ...... ...... ...... 7 Period of Services .................. .............. ....... ......... ................ ............. ..................9 Owner's Responsibilities ...... ............ ............ ................................. ........ .......... .10 Additional Services.......................................................................................... .11 Notices....... ........ .................. ............ .......... ............... ....... .............. ......... ..........11 Insurance............................................................... ......................................... ..12 Indemnification............................................................................................... .13 Termination of Agreement...................................................................... ........ .13 Dispute Resolution. ...................... ........................ ......... ......... .......... ...... ....... ...15 Successors/Assignment/Third Parties............................................................ .15 Ownership of Documents/ Confidential Information............................................................................... ..15 Additional Provisions....................................................................................... 16 Design, Construction and Equipment Budget...... ........................ .......... ........ Al Building Program.... ........ .......................... ........... ................. .......................... B1 Master Schedule ........................... .............................................. ................ ..... C1 Scope of Services Additional Services AGREEMENT FOR COMMISSIONING CONSULTING SERVICES AGREEMENT made this 7th day of July, 2006, BETWEEN the Owner: Augusta. Georgia. a political subdivision of the State of Georgia. acting bv and through the Richmond County Commission; and the Commissioning Authority: Working Buildings. LLC, for Professional Services in connection with the Project known as: Augusta Richmond County Public Librarv/East Central Georgia Regional Librarv Headquarters. The Construction Program Manager for the Project is: Heery International, Inc. The Facility User is the East Central Georgia Regional Library System. The Owner and the Commissioning Authority agree as set forth below: ARTICLE 1 DEFINITIONS The following words and phrases where appearing in initial capitalization, shall for the purposes of this Agreement have the following meanings: 1.1 PROJECT. The Project shall be Commissioning consulting work associated with architectural/engineering design, construction, equipment testing/start-up and associated work, as described herein, for the new Augusta Richmond County central public library and East Central Georgia Library System headquarters, including pre-design, design, bidding, construction administration and post- construction services. 1.2 SERVICES. The Services to be performed by the Commissioning Authority under this Agreement shall consist of the Basic Services and any Additional Services both as defined herein. 1.3 BASIC SERVICES. Basic Services shall consist of the commissioning services as described in Article 3 and as indicated and specifically designated in Exhibit "D" to be performed and provided by the Commissioning Authority under this Agreement in connection with the Project. 1.4 ADDITIONAL SERVICES. Additional Services shall consist of the commissioning services agreed to be performed by the Commissioning Authority in connection with the Project but which are not specifically designated as Basic Services in Article 3 or Exhibit "D". A listing of potential Additional Services is included as Exhibit "E". ARCH-LS.PM 1/13/04 1.5 WORK. The Work shall consist of the Commissioning and related services (excluding the Services rendered by the Design Consultant) performed on the Project. 1.6 PROJECT DOCUMENTS. The Project shall be completed in accordance with the following Project Documents which were prepared or approved by the Owner prior to the execution of this Agreement between the Commissioning Authority and the Owner: 1. Owner/Construction Program Manager Contract. 2. Building Program, including any modifications mutually agreed to, m writing, between the parties to this agreement. 3. Master Schedule. 1. 7 CONSTRUCTION CONTRACT DOCUMENTS. The Construction Contract Documents shall consist of the plans and specifications prepared by the Design Consultant and Commissioning Authority, and any addenda and change orders thereto, the Owner's Project Manual documents such as the Conditions of the Contract, Contract Forms, Bidding Requirements, etc., and the Owner-Contractor agreement, all of which shall be compatible and consistent with this Agreement and the Owner/Construction Program Manager Contract. 1.8 CONTRACTOR. The Contractor is the person or entity which enters into an agreement with the Owner to perform the construction of or any construction on the Project, including, without limitation, the providing of labor, materials, and equipment incorporated or to be incorporated into the Project. The term "Contractor" means the Contractor or its authorized representative, but excludes the Construction Program Manager and the Commissioning Authority. 1.9 BASIC SERVICES COMPENSATION. Basic Services Compensation shall be the lump sum fee Designated in Article 4 to be paid by the Owner to the Commissioning Authority in connection with the performance of the Basic Services by the Commissioning Authority. 1.10 ADDITIONAL SERVICES COMPENSATION. Additional Services Compensation shall be the fees determined in accordance with Article 7 to be paid by the Owner to the Commissioning Authority in connection with the performance of Additional Services. 1.11 REIMBURSABLE EXPENSES. In connection with Additional Services, Reimbursable Expenses are those actual expenditures made by the Commissioning Authority, its employees, or its Professional Consultants in the interest of the Project including but not limited to, County standard per diem out-of-pocket expenses for travel and living expenses in connection with the Project, long distance telephone, telex, expressage, professional consultants (other than those required for the performance of the Basic Services), and Owner- approved document reproduction. Pre-approved document reproduction expenses for Basic Services include expenses incurred for review submittals required by the Agreement, Bidding Documents, exclusive of addenda, and documents issued for ARCH-LS.PM 1/13/04 2 permitting and/or construction. Travel expenses shall be covered by Basic Services, except where the number of out-of-town trips during the Commissioning phase exceeds eighteen (18). 1.12 OWNER/CONSTRUCTION PROGRAM MANAGER CONTRACT. The Owner/Construction Program Manager Contract is the agreement between the Owner and the Construction Program Manager dated Mav 6. 2004 for the performance of construction program management services on the Project. 1.13 BUILDING PROGRAM. The Building Program or "Program" is the detailed written summary of the requirements of the facility which sets forth the Owner's design objectives, constraints and criteria, including space requirements and relationships, quality levels, flexibility and expandability, special equipment and systems and site requirements, as described in Exhibit "B". 1.14 MASTER SCHEDULE. The Master Schedule is a graphic display of the major activities, phases, sequences and timing of the major project activities for design, construction procurement, construction and occupancy as described in "Exhibit C." 1.15 DESIGN PHASE CHANGE ORDER. A Design Phase Change Order is the form of documentation from the Owner approving and authorizing a modification to the Program, Budget, Master Schedule, or previously approved Commissioning Phase documents. 1.16 DESIGN CONSULTANT. The architect/engineer hired by the Owner to design the new Library. ARTICLE 2 RELATIONSHIP OF THE PARTIES 2.1 COMMISSIONING CONSULTING SERVICES. The Commissioning Authority shall provide professional building commissioning consulting services for the Project in accordance with the terms and conditions of this Agreement. The Commissioning Authority's performance of services shall be as professional consultant to the Owner to carry out the activities of Building Commissioning and to provide the technical documents and supervision to achieve the Owner's Project objectives. ARCH-LS.PM 1/13/04 3 2.2 COMMISSIONING AUTHORITY SERVICES. The Commissioning Authority understands that the Owner has entered into a separate contract with an architect, which includes related engineering, and agrees to communicate, through the Construction Program Manager, with the architect on matters pertaining to building systems, including mechanical, electrical, plumbing and exterior envelope, to the extent. needed to support the architect's mission to design the facility and its systems in accordance with the design intent. 2.3 OWNER REPRESENTATION. The Construction Program Manager is under separate contract with the Owner to provide construction program management services. The Construction Program Manager has no Commissioning responsibilities of any nature. None of the activities of the Construction Program Manager supplant or conflict with any other services and responsibilities customarily furnished by the Commissioning Authority or subconsultants in accordance with generally accepted commissioning practices except as otherwise modified by this Agreement. The Commissioning Authority understands and agrees that the Construction Program Manager is the Owner's exclusive representative to the Commissioning Authority and Contractor insofar as this Agreement is concerned. All instructions by the Owner to the Commissioning Authority relating to services performed by the Commissioning Authority will be issued or made through the Construction Program Manager. All communications and submittals of the Commissioning Authority to the Owner and Contractor shall be issued or made through the Construction Program Manager unless the Construction Program Manager shall otherwise direct. The Construction Program Manager shall have the authority to establish procedures, consistent with this Agre.ement, to be followed by the Commissioning Authority and Contractor and to call periodic conferences to be attended by the Commissioning Authority, and his subconsultants, throughout the term of this Agreement. 2.4 The Commissioning Authority understands and agrees that it is not a third party beneficiary of any contract between the Owner and the Construction Program Manager or of their performance thereunder; nor is Commissioning Authority a third party beneficiary of any contract between the Owner and the Commissioning Authority. Commissioning Authority waives any rights, claims or causes of action it may have as an alleged third party beneficiary of any such contracts or of the performance of the parties thereunder. 2.5 COMMISSIONING AUTHORITY REPRESENTATION. 2.5.1 The Commissioning Authority shall provide a list of all consultants which the Commissioning Authority intends to utilize relating to the Project. The list shall include such information on the qualifications of the consultants as may be requested by the Owner. The Owner, through the Construction Program Manager, reserves the right to review the consultants proposed, and the Commissioning Authority shall not retain a consultant to which the Owner, through the Construction Program Manager, has a reasonable objection. ARCH-LS.PM 1/13/04 4 2.5.2 2.6 The Commissioning Authority shall provide to the Owner, through the Construction Program Manager, a list of the proposed key project personnel of the Commissioning Authority and its consultants to be assigned to the Project. This list shall include such information on the professional background of each of the assigned personnel as may be requested by the Owner, through the Construction Program Manager. Such key personnel and consultants shall be satisfactory to the Owner and shall not be changed except with the consent of the Owner unless said personnel cease to be in the Commissioning Authority's (or its consultants, if applicable) employ. DIVISION OF RESPONSIBILITIES/SERVICES. The Commissioning Authority understands and agrees that should the Construction Program Manager provide the Commissioning Authority with any estimating assistance, cost or time control recommendations or other consultation, recommendations or suggestions, any or all such activities on the part of the Construction Program Manager or any other representative of the Owner shall in no way relieve the Commissioning Authority of the responsibility of fulfilling its obligations and responsibilities under this Agreement. ARTICLE 3 BASIC SERVICES 3.1 SCOPE OF SERVICES. 3.1.1 The Basic Services to be provided by the Commissioning Authority shall be performed in accordance with attached Exhibit D. 3.2 COMMISSIONING AUTHORITY'S PROFESSIONAL RESPONSIBILITY AND STANDARD OF CARE. 3.2.1 By execution of this Agreement, the Commissioning Authority warrants that (a) it is an experienced commissioning firm having the skill and the legal and professional ability necessary to perform all the Services required of it under this Agreement in connection with the design, construction and commissioning of a project having the scope and complexity of the Project contemplated herein; (b) it has the capabilities and resources necessary to perform its obligations hereunder; and (c) it is familiar with all current laws, rules and regulations which are applicable to the Commissioning of the Project (such laws, rules and regulations including, but not limited to, all local ordinances, requirements of building codes of city, county, state and federal authorities which are applicable to. the Project, local sanitary laws and rules and regulations, and all orders and interpretations by governing public authorities of such ordinances, requirements, laws, rules and . regulations in effect at the time of commencement of services on the Project), and that all drawings, specifications and other documents prepared by the Commissioning Authority shall be prepared in accordance with and shall accurately reflect and incorporate all such laws, rules and regulations. ARCH-LS.PM 1/13/04 5 3.2.2 The Commissioning Authority hereby represents and agrees that the plans, specifications and other documents prepared by it pursuant to this Agreement shall be complete and functional for the purposes intended, except as to any deficiencies which are due to causes beyond the control of the Commissioning Authority, and that the Work, if implemented in accordance with the intent established by such plans, specifications and other documents, shall be sound, complete and suitable for the purposes for which it is intended. 3.2.3 The Commissioning Authority shall be responsible for any errors, inconsistencies or omissions in their plans, specifications and other documents. While the Commissioning Authority cannot guarantee the various documents required herein to be completely free of minor human errors and omissions, it shall be the responsibility of the Commissioning Authority throughout the period of performance under this Agreement to use due care with professional competence. The Commissioning Authority will correct at no additional cost to the Owner any and all errors and omissions in the plans, specifications and other documents prepared by the Commissioning Authority. The Commissioning Authority further agrees, at no additional cost, to render assistance to the Owner in resolving problems relating to the Commissioning documents. 3.2.4 In the event of a construction change order resulting from completed construction work that must be demolished, disassembled, redone or removed, as a result of errors or omissions in the Commissioning Authority's work, the Commissioning Authority assents to the Owner's right to withhold payments to Commissioning Authority, in the amount of the change order that is attributable to the errors and omissions. The Owner shall not have the right to unjust enrichment or withholding payments to the Commissioning Authority for portions of change orders that convey reasonable value to Owner, such as approved work or materials associated with the finished building. 3.3 PROJECT REQUIREMENTS. 3.3.1 Attached hereto and made a part of this Agreement as Exhibit "A" is the Construction Budget. The Project Construction Budget shall be defined as the total cost of constructing the Project, as illustrated in Exhibit "A" hereto. 3.3.1.1 The Commissioning Authority shall prepare estimates, at no additional cost to the Owner, of the cost of the commissioning-related work, as performed by the general contractor. These estimates shall be performed at the completion of the Preliminary Commissioning Plan and at the completion of the Final Commissioning Plan. 3.3.2 Incorporated herein and made a part of this Agreement by reference as Exhibit "B" is the Building Program which defines the physical and environmental parameters for the Project and establishes the design objectives and criteria. No deviations from the Program shall be allowed without written approval for change, in the form of a Design Phase Change Order executed by the Owner. ARCH-LS.PM 1/13/04 6 3.3.3 Incorporated herein and made a part of this Agreement by reference as Exhibit "C" is the Project Master Schedule, which defines the sequence and timing of the design and construction activities. No deviation from the Master Schedule shall be allowed without written approval for a change in the Master Schedule, by both the Owner and Commissioning Authority. Should the Owner determine that the Commissioning Authority is behind schedule, the Commissioning Authority shall expedite and accelerate its efforts, including additional manpower and/or overtime, to maintain the approved schedule at no additional cost to the Owner. 3.4 PROJECT CONFERENCES. 3.4.1 Throughout all phases of the Project, the Commissioning Authority and its consultants shall meet periodically with the Owner and Construction Program Manager no less than as indicated herein. Attendees shall be as jointly determined by the Owner, Construction Program Manager and Commissioning Authority. As a mm1mum, regularly scheduled meetings which the Commissioning Authority will attend include: 3.4.1.1 Design Development Review. 3.4.1.2 Prebid conference. 3.4~ 1.3 Four Commissioning meetings during Construction. 3.4.2 The Commissioning Authority shall be responsible for scheduling and attending any and all meetings necessary to properly coordinate the Commissioning effort. ARTICLE 4 COMPENSATION 4.1 BASIC SERVICES COMPENSATION 4.1.1 The Owner shall compensate the Commissioning Authority in accordance with the terms and conditions of this Agreement, including the following: 4.1.2 For the Basic Services of the Commissioning Authority, Basic Services Compensation shall be in the amount of One hundred fifty thousand four hundred Dollars ($150,400.00). 4.1.3 The Basic Services Compensation stated in paragraph 4.1.1 includes all compensation and other payments due the Commissioning Authority (manpower, overhead, profit, direct costs, etc.) in the performance of the Basic Services. 4.2 PAYMENTS TO THE COMMISSIONING AUTHORITY. Payments on account of the Commissioning Authority shall be made as follows: ARCH-LS.PM 1/13/04 7 4.2.1 Payments for Basic Services shall be made monthly in proportion to services performed so that the compensation at the completion of each Phase shall equal the following percentages of the Basic Services Compensation. Pre-Design Phase........ ..... .... ....... ........ ........ ....... ........ ............................ ........ .........2% Schematic Design/Review . ............ .............. ............... ............................ .................6% Design Development Review...... ........... ....... .......................... .................... .......... 20% Construction Documents Phase............................................................................ 40% Bidding or Negotiations Phase ... ............. .......... ...... ........... ............... ................... 45% Construction Phase (pre-Commissioning)........... ............... ...................... ...... ......60% Commissioning Phase.................................................................................... ....... 95% Close-out................. .... ............ ......................... ........... .................................... .....100% 4.2.2 No deductions shall be made from the Commissioning Authority's Basic Services Compensation on account of penalty, liquidated damages, retainage or other sums withheld from payments to Contractor. 4.2.3 If the Project is suspended for more than six months or abandoned in whole or in part by the Owner, the Commissioning Authority shall be paid compensation for services performed prior to receipt of written notice from the Owner of such suspension or abandonment, and all reasonable termination expenses resulting from such suspension or abandonment. If the Project is resumed after being suspended for more than six months, the Commissioning Authority's Basic Services Compensation shall be equitably adjusted. 4.2.4 All payment requests shall be submitted to the Construction Program Manager for processing, in a format acceptable to the Construction Program Manager. 4.3 ADDITIONAL SERVICES COMPENSATION. 4.3.1 For the pre-approved Additional Services of the Commissioning Authority, compensation shall be in the amount of Three thousand and sixty-five Dollars ($3.065.00). 4.3.2 With respect to any other Additional Services, as described in Article 7 herein, performed by the Commissioning Authority hereunder, the Commissioning Authority and Owner shall negotiate an equitable adjustment to the Basic Services Compensation. However, if negotiations are not successful prior to the time the additional services are needed, the Owner may elect to contract with another entity to perform t4e Additional Service<s); or the Owner may direct the Commissioning Authority to proceed with the Additional Services on a time spent basis with Additional Compensation Services to be computed as follows: 4.3.2.1 Principal's time at the fixed rate of One hundred twenty Dollars ($120.00) per hour. For the purposes of this agreement, the Principals are: John McFarland and Brenda Morawa.. ARCH-LS.PM 1/13/04 8 4.3.2.2 Employee's time computed at a multiple of two times the employee's Direct Payroll Expense. Direct Payroll Expense includes cost of salaries and of mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, but shall not exceed 1.3 times the base hourly wage of each employee. 4.3.2.3 Reimbursable Expenses incurred while performing Additional Services shall be computed at a multiple of 1.10 times actual cost.. 4.3.2.4 Should the Owner elect to contract with a separate entity to perform Additional Services, as described under Paragraph 4.3.1, the Commissioning Authority shall comply with reasonable requests from Owner, without additional compensation, with regards to Commissioning coordination with the respective separate entity. 4.3.3 Payments for Additional Services of the Commissioning Authority shall be made monthly upon presentation of the Commissioning Authority's statement of services, fully supported by invoices, time cards, and other documentation as requested by the Owner. 4.4 ACCOUNTING RECORDS. 4.4.1 Records of the Commissioning Authority with respect to Additional Services and payroll, consultant and other expenses (including Reimbursable Expenses) pertaining to the Project, shall be kept on generally accepted accounting principals and shall be available to the Owner or its authorized representative for inspection and copying at mutually convenient times. 4.4.2 . At the request of the Owner or its authorized representative the Commissioning Authority will supply in a timely manner and certify as accurate, unaltered copies of all time sheets, invoices, and other documents to substantiate and document any and all Additional Services and Reimbursable Expenses. ARTICLE 5 PERIOD OF SERVICE 5.1 Specific dates relating to the period of services are set forth in Exhibit "C." 5.2 Unless earlier terminated as provided in Article 11 hereof, this Agreement shall remain in force for a period which may reasonably be required for the Basic Services and Additional Services hereunder. However, the provisions of the Agreement relating to Professional Responsibility (paragraph 3.2); Dispute Resolution (Article 12); Professional Liability coverage (Article 9); Indemnification (Article 10); and Ownership of Documents/Confidential Information (Article 14) shall remain in effect after termination of the other provisions of the Agreement. ARCH-LS.PM 1/13/04 9 5.3 If the Project is delayed through no fault of the Commissioning Authority, all specific dates noted in the Master Schedule that are affected by the delay will be adjusted by the number of calendar days of the delay. 5.4 If the Owner materially revises the Project, a reasonable time extension and/or credit shall be negotiated between the Commissioning Authority and the Owner. 5.5 Time is of the essence of this Agreement. ARTICLE 6 OWNER'S RESPONSIBILITIES 6.1 The Owner shall provide full information regarding the requirements for the Project. 6.2 The Owner shall examine documents submitted by the Commissioning Authority and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Commissioning Authority's Services. 6.3 The Owner shall furnish copies of design architect/engineer's interim review submittals, including Schematic Design, Design Development, 50% CD and 90% CD's, for use in performing the scope of work described herein. 6.4 The Owner shall furnish copies of design architect/engineer's bid documents and construction documents.. 6.5 The Owner shall furnish such legal, accounting, and insurance counseling services as the Owner may deem necessary for the Project, and such auditing services as it may require to ascertain how, or for what purposes, the Contractor has used the moneys paid to it under the Construction Contract. 6.6 All services, information, surveys and reports required of the Owner, shall be furnished at the Owner's expense and the Commissioning Authority shall be entitled to rely upon their accuracy and completeness. 6.7 The Owner shall furnish information and approvals required of it expeditiously, for orderly progress of the Work and shall endeavor to adhere as closely as possible with the time conditions for such Owner activities as set forth in all approved schedules for the Project. ARCH-LS.PM 1/13/04 10 ARTICLE 7 ADDITIONAL SERVICES 7.1 Attached hereto and made a part of this Agreement as Exhibit "E" is the list of services which exceed the Scope of Basic Services under this Agreement. Services noted as "Approved" are hereby included in the scope of work. Services listed as "Not Approved" require formal, written approval prior to being added to the scope of work. If any of these Additional Services are authorized in advance by the Owner in writing, the Commissioning Authority shall provide or obtain from others the authorized services. 7.2 The Owner will compensate the Commissioning Authority for authorized Additional Services performed as herein provided to the extent that they exceed the obligations of the Commissioning Authority under this Agreement. ARTICLE 8 NOTICES 8.1 Any notice required by this Agreement or other communications to either party by the other shall be in writing and deemed given when delivered personally or five (5) days after deposit in the United States Post Office, postage prepaid certified mail, return receipt requested, addressed as follows, or to such other address as shall be duly given by notice meeting the requirement of this Article. 8.1.1 To Owner: Mr. Fred Russell Augusta Richmond County Administrator 530 Greene Street, Room 801 Augusta, GA 30911 8.1.2 To Commissioning Authority: Mr. John McFarland Working Buildings, LLC 4501 Circle 75 Parkway Suite B 2200 Atlanta, GA 30339 8.1.3 With Copy to Construction Program Manager:. Mr. Bob Munger Heery International, Inc. 501 Greene Street; Suite 313 Augusta, GA 30901 ARCH-LS.PM 1/13/04 11 ARTICLE 9 INSURANCE 9.1 The Commissioning Authority shall purchase and maintain insurance for protection from claims under worker's or workmen's compensation acts; claims resulting from negligent acts or omissions for damages because of bodily injury, including personal injury, sickness, disease or death of any of the Commissioning Authority's employees or any other person; claims for damages because of injury to or destruction of personal property including loss of use resulting therefrom; and claims arising out of the performance of this Agreement and caused by negligent acts or omissions for which the Commissioning Authority is legally liable. Minimum limits of coverage shall be: INSURANCE DESCRIPTION Minimum Required Coverage a. Worker's Compensation Statutory b. Public Liability Bodily Injury: Each Person Bodily Injury: Each Accident Property Damage: Each Accident $1,000,000 Combined Limit $100,000 $200,000 $100,000 c. Automobile Liability & Property Damage Bodily Injury: Each Person Bodily Injury: Each Accident Property Damage: Each Accident $1,000,000 Combined Limit $100,000 $200,000 $100,000 d. Professional Liability: $1,000,000 per Loss/Claim 9.2 Evidence of such insurance shall be furnished to the Owner, and the Owner shall receive thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage of any of the policies. Upon notice of such cancellation, non- renewal or reduction, the Commissioning Authority shall procure substitute insurance so as to assure the Owner that the minimum limits of coverage are maintained continuously throughout the period of this Agreement. 9.2.1 The Commissioning Authority shall deliver to the Owner a certificate of insurance for its Professional Liability coverage annually, so long as it is required to maintain such coverage under paragraph 9.4. 9.3 All insurance policies (with the exception of Professional Liability) required under this Agreement shall name the Owner as an additional insured for the insurance and shall contain a waiver of subrogation against the Owner. 9.4 The Commissioning Authority shall maintain in force during the performance of this contract and for 2 years after final completion of the Project, the Professional Liability insurance coverage referenced above. ARCH-LS.PM 1/13/04 12 ARTICLE 10 INDEMNIFICATION 10.1 Notwithstanding anything to the contrary contained herein, the Commissioning Authority shall indemnify and hold harmless the Owner, the Construction Program Manager and their Authoritys and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from (i) the Commissioning Authority's performance or failure to perform its obligations under this Agreement and (ii) any claim, damage, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or destruction of personal property including the loss of use resulting therefrom and caused in whole or in part by any negligent act or omission of the Commissioning Authority, anyone directly or indirectly employed by the Commissioning Authority or anyone for whose acts the Commissioning Authority may be liable. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Article. 10.2 Except as otherwise set forth in this Agreement, the Commissioning Authority and the Owner shall not be liable to each other for any delays in the performance of their respective obligations and responsibilities under this Agreement which arise from causes beyond their control and without their fault or negligence, including but not limited to, any of the following events or occurrences: fire, flood, earthquake, epidemic, atmospheric condition of unusual severity, war, state or local government acting in its sovereign capacity, and strikes. Owner shall not be liable to the Commissioning Authority for acts or failures to act by Construction Program Manager, the Contractor or the Owner's consultants. ARTICLE 11 TERMINATION OF AGREEMENT 11.1 If (1), the Owner abandons the Project or the Project is stopped for more than six (6) months due to actions taken by the Owner, or under an order of any court or other public authority having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable through no act or fault of the Commissioning Authority or its employees, or (2), the Owner has failed to substantially perform in accordance with the provisions of this Agreement due to no fault of the Commissioning Authority and such non'performance continues without cure for a period of thirty (30) days after the Owner receives from the Commissioning Authority a written notice of such nonperformance (including a detailed explanation of the actions of the Owner required for cure), the Commissioning Authority may, upon fifteen (15) day's additional written notice to the Owner, terminate this Agreement, without prejudice to any right or remedy otherwise available to the Owner, and recover from the Owner payment for all services performed to the date of the notice terminating this Agreement. ARCH-LS.PM 1/13/04 13 11.2 Upon the appointment of a receiver for the Commissioning Authority, or if the Commissioning Authority makes a general assignment for the benefit of creditors, the Owner may terminate this Agreement, without prejudice to any right or remedy otherwise available to the Owner, upon giving three (3) working days written notice to the Commissioning Authority. Iran order for relief is entered under the bankruptcy code with respect to the Commissioning Authority, the Owner may terminate this Agreement by giving three working days written notice to the Commissioning Authority unless the Commissioning Authority or the trustee: (1), promptly cures all breaches; (2), provides adequate assurances of future performance; (3), compensates the Owner for actual pecuniary loss resulting from such breaches; and (4), assumes the obligations of the Commissioning Authority within the statutory time limits. 11.3 If the Commissioning Authority persistently or repeatedly refuses or fails, except in cases for which extension of time is provided, to supply sufficient properly skilled staff or proper materials, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority jurisdiction, or otherwise substantially violates or breaches any term or provision of this Agreement, then the Owner may, without prejudice to any right or remedy otherwise available to the Owner, and after giving the Commissioning Authority written notice, terminate this Agreement. 11.4 Upon termination of this Agreement by the Owner under paragraph 11.2 or 11.3 it shall be entitled to furnish or have furnished the Services to be performed hereunder by the Commissioning Authority by whatever method the Owner may deem expedient. Also, in such cases, the Commissioning Authority shall not be entitled to receive any further payment until completion of the Work; and the total compensation to the Commissioning Authority under this Agreement shall be the amount which is equitable under the circumstances. If the Owner and the Commissioning Authority are unable to agree on the amount to be paid under the foregoing sentence, the Owner shall fix an amount, if any, which it deems appropriate in consideration of all of the circumstances surrounding such termination, and shall make payment accordingly. 11.5 The Owner may, upon thirty day's written notice to the Commissioning Authority terminate this Agreement, in whole or in part, at any time for the convenience of the Owner, without prejudice to any right or remedy otherwise available to the Owner. Upon receipt of such notice, the Commissioning Authority shall immediately discontinue all services affected unless such notice directs otherwise. In the event of a termination for convenience of the Owner, the Commissioning Authority's sole and exclusive right and remedy is to be paid for all work performed and to receive equitable adjustment for all work performed through the date of termination. The Commissioning Authority shall not be entitled to be paid any amount as profit for unperformed services or consideration for the termination of convenience by the Owner. 11.6 Should the Owner terminate the Commissioning Authority as provided for under this Article, the Owner will acquire such documents, including the ownership and use of all plans, specifications, documents and materials relating to the Project ARCH-LS.PM 1/13/04 14 prepared by or in the possession of the Commissioning Authority. The Commissioning Authority will turn over to the Owner in a timely manner and in good unaltered condition all such documents. 11. 7 The payment of any sums by the Owner under this Article 11 shall not constitute a waiver of any claims for damages by the Owner for any breach of the Agreement by the Commissioning Authority. ARTICLE 12 DISPUTE RESOLUTION 12.1 If a dispute arises out of or related to this Agreement, or its alleged breach, and if that dispute has not been settled through direct discussions within a reasonable period, the parties to this Agreement agree to first endeavor to settle the dispute in an amicable manner by submitting the dispute to a mutually acceptable mediator under the Construction Industry Mediation Rules, before having recourse to a judicial forum. Each party further agrees that it will endeavor to follow a similar dispute resolution procedure to resolve any disputes against any third parties (including the Contractor and Construction Program Manager) which arise out of or relate to work. 12.2 Should mediation of disputes prove unsuccessful, the parties to this Agreement agree that the matter(s) in question will be decided in the Superior Court of Richmond County, Georgia. By signing this Agreement, the Commissioning Authority waives any right to contest the venue in the Superior Court of Richmond County, Georgia. ARTICLE 13 SUCCESSORS/ASSIGNMENT 13.1 This Agreement shall inure to the benefit of and be binding on the heirs, successors, assigns, trustees and personal representatives of the Owner, as well as the permitted assigns and trustees of the Commissioning Authority. 13.2 The Commissioning Authority shall not assign, sublet or transfer its interest in this Agreement without the written consent of the other, except that the Commissioning Authority may assign accounts receivable to a commercial bank or financial institution fOr securing loans, without prior approval of the Owner. ARTICLE 14 OWNERSHIP OF DOCUMENTS/CONFIDENTIAL INFORMATION 14.1 Plans and Specifications are instruments of service and shall remain the property of the Commissioning Authority except as provided for under paragraph 11.6 whether the Project for which they are made is built or not. Said documents and Commissioning concept are not to be used by the Commissioning Authority on other projects. Then Commissioning Authority agrees to transmit a digital copy of all plans, specifications and drawings, to Owner prior to project closeout. Said ARCH-LS.PM 1/13/04 15 electronic files and documents are not to be used by the Owner on projects at separate facilities, without a written agreement with the Commissioning Authority, except as provided for under paragraph 11.6. 14.2 In order for the Commissioning Authority to fulfill this Agreement effectively, it may be necessary or desirable for the Owner to disclose to the Commissioning Authority confidential and proprietary information and trade secrets pertaining to the Owner's past, present and future activities. The Commissioning Authority hereby agrees to treat any and all information gained by it as a result of the Services performed hereunder as strictly confidential. The Commissioning Authority further agrees that it will not disclose to anyone outside of the authorized Project team (i) Owner's trade secrets during the period of this Agreement or thereafter or (ii) Owner's confidential and proprietary information during the period of this Agreement and thereafter for a period of 2 years. 15.1 15.2 15.3 15.4 .15.5 15.6 15.7 ARTICLE 15 ADDITIONAL PROVISIONS This Agreement and its Exhibits and Attachments represent the entire and integrated agreement between the Owner and the Commissioning Authority and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Commissioning Authority. Unless otherwise specified, this Agreement shall be governed by the law of the State of Georgia, U.S.A. If anyone or more of the provisions contained in this Agreement, for any reason, are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Except where specifically stated otherwise, all periods of time stated in terms of days shall be considered periods calculated in calendar days. The headings or captions within this Agreement shall be deemed set forth in the manner presented for the purposes of reference only and shall not control or otherwise affect the information set forth therein or interpretation thereof. For the purpose of this Agreement unless the context clearly indicates otherwise, the singular includes the plural, and the plural includes the singular. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and the counterparts shall constitute one and the same instrument, which shall be sufficient evidence by anyone thereof. ARCH-LS.PM 1/13/04 16 This Agreement executed the day and year first written above. OWNER COMMISSIONING AUTHORITY Augusta, Georgia, a political Working Buildings, LLC Subdivision of the State of Georgia Acting by and through the Richmond County Commission By tQ~d {/---- 1"~'Deke S. Copenhaver / ~ Mayor ~ Atws~ j ~ Clerk B~tMA~ J n cFar land Principal A:J7~ Attest: ? ~ Witness 1Y APRIl GROW MY COMMISSION EXPIRES APRIL ZT, 2009 "*" ARCH-LS.PM 1/13/04 ]7 EXHIBIT A CONSTRUCTION BUDGET DATE: June 27, 2006 OWNER: Augusta, Georgia PROJECT: Augusta Richmond County Public Library/ East Central Georgia Regional Library Headquarters. 1. This budget is based on construction dates as follows: Construction Contract Award: June, 2007 Substantial Completion: January, 2009 Final Completion: March, 2009 2. Escalation rates shall be determined by the R. S. Means Cost Index for Augusta (or nearest available city). Based on recent Index history in the area, a projected rate of escalation of seven percent (7%) has been allowed for in the figures below based on the dates shown in Item l. In the event of delay and/or publication of above referenced Index Data contrary to projected rate of escalation, all of the following figures are automatically adjusted by the foregoing Cost Index. 3. Budget for Construction Contract(s) Award Price (s): CCAP $ 17,100,000 ARCH-LS.PM 7/31/92 Al EXHIBIT C MASTER SCHEDULE ID Task Name Start I Finish 2006 2007 2008 200 01102103104 01 02103104 01T 02103104 01 1 Architect NTP 2/23/06 2/23/06 . 2/231 2 Pre-Design 2/23/06 5/31/06 ~. }"0"""'~<?~ ~,,,,7.r.::>'._ 3 SD 6/23/06 9/8/06 'it 4 SD Review/Approve 9/11/06 9/29/06 5 DD 10/2/06 11/30/06 ~ 6 DD Review/Approval 12/1/06 12/22/06 1, 7 CD 12/25/06 3/2/07 ~ 8 90% CD Submittal 3/2/07 3/2/07 Ii 1,.3/2 9 90% CD Review/Approval 3/5/07 3/23/07 10 Finalize CD's 3/26/07 4/13/07 t 11 Bid/Award/Contract 4/16/07 7/27/07 ~. 12 Construction (to Subst. Comp!.) 7/30/07 1/23/09 - 13 Final Commiss'g, Closeout 1/26/09 3/27/09 -~ ~'" ARCH-LS.PM 7/31/92 CI mWllIIlil EXHIBIT D SCOPE OF SERVICES scope includes the following; Design Phase Activities Document Owner's project requirements Evaluate NE Pre-Design. Project Analysis Review NE Schematic Design. Documents Develop Preliminary Commissioning Plan Review NE Design. Development Documents Work with NE to resolve design. intent issues Attend Design Developm,ent Conference Produce Final Commissioning Plan Develop Commissioning specifications Review NE 90% CD Submittal Issue Bidding Documents Assist with bidding, attend Pre~Bid Meeting Develop pre-functional checklist for Bidding documents Develop FPT procedures for Bidding documents Construction Phase Activities Review submittals Develop Commissioning schedule Conduct four (4) Commissioning meetings and site visits during construction Conduct installation verification & functional performance tests of mechanical systems Conduct installation verification & functional performance tests of plumbing systems Conduct installation verification & functional performance tests of electrical systems Conduct installation verification & functional performance tests of security systems Conduct installation verification & functional performaiJ.ce tests of fire protection/life safety systems . Conduct overall system integration functional testing' Review O&M manuals Review and document O&M staff training Prepare O&M staffIng and preventative maintenance plan. This plan will consist of list of required maintenance activities and their frequency of occurrence. Prepare Commissioning Final Report Augusta Richmond County Augusta Main Library Supplemental Information Page 1 of 3 W orkingBuildings, LLC Confidential lii~i"!I:il1limjJ~~~_i_;~llOi~i:lJilI1iiii!il!J :ill :Iii. :iIll\1>1l1' :11IM IT" IlY lllIlI111III1_Ili\li(t"'IIII!l::"""""""''''''''''''''''I''_ ..._: "" In''' _ ---,.;...................... -:.:.-:.....:.,.: -.....::. .-..-.---- - eL .......... ............ ....... Equipment to be commissioned and sampling rates during functional testing includes: r..--.....".,................~.;.......~.......;..,......"~....'''''......''....'h...''.'................-.:.........."'......'.....r......'..,:;:.i.~.~..~.~.r.........1,._..~:~.~.:.~'~.~.~:f~..~~~;~,..r.'..-~.,:i~.~~,,~~~..~.:~..,..._~ t ' l ..tnt..,.t to\\,*~~u.km,~ ~ o..~,H",l::.. l f1:i~~J.~iiriit:~li~ii;ni.................._...,......................_...tJ~t~~~.~~~.L.t-.......,.;~~:~~J~~...........r~~~~~:~~~g:L.i to" ABU - single fan, heating/cooling I 41 100% ! 41 l . \ ~ ~ ~ t Boller t" 2 : 100% i ;> .~ !Building automation system! 1 I 100%! 1 t ' CHS/R . . 'l 0 .. 1 ' 1 plpmg system 1 1 1 1 % I . : i Control damper 1 12 i 1 00% !U~ ! 1 . ~ ~ ~ ~ : Coolmg tower ~ 2 ~ 100% ~ 2: t .\ ~ \ ~ I l Ductwork system : 1 i 10% 1 1 1 Energy recovery unit I 1 1 100%! 1 ! {. . . : ~ . ~ { : Fan - mam outdoor alr : 1 l 100% t 1 : i Fan - main toilet exhaust i 1 ! 100% J 1 j : : l .\ \ 1 Heat exchanger i 1 ! 100%1, 1 i 1 Pump - constant speed : 2 : 100% t :2 i 1. t 1 ~ ~ r Pump - vanable speed : 2 i 100%12 l 1 Sound attenuator I 4 ! 100% ! 4 t l V A V Terminal Unit i 901 20%1 H~ ! j Wat~r filtration system ! 1 i i 00% 1 J i . , \ l t ~ : Water-cooled chiller i 2 1 100% 1 2 1 ..~ \ , \ .~ ! ! t t ~. . ~ ~ : } : i Plumbing Systems 11 1 1 : Automatic trap primer : (; : 100%: {l : ~ B kfl ~ i 1000/ } l.', t 1 ac ow preventer j! /0 1 , ! ! Elevator sump pump ! 1 1 100% i .I ! t Hot water circulating pump \ 1 l, 100% 1 1 1 I \ ~ l \ i Plumbing fixtures I 36 1 50% 1, 18 t i W h I i 100o/c ! :11 ! 0 ater eater 1: 0 I! ~ ~ ~ ~. ~ : : t : .: 1 Electrical Systems 1 I i 1 I ~ \ , . ~ ! Automatic transfer switch : t 1 100% 1 I 1 1 Daylight dimming controls !.l I 20% 1 J 1 1 D' 'b . I ',I ~ ~ ! '1,' i lstn utlOn pane t~\ t 50% 1 4 1 i Emergency lighting 1 18f,} i 50% 1 .9Q i ' t I , { 1 Generator :,t : 100% I J ! t G : ~ ~:'\ ~ : rounding system i I t 100% 1.\ I ! Lighting control system t.l i 100% i i } ~ ~ ! 1 ! Lightning protection system i 1. .i 100% . I 1 : 1 Motor control center 1 : 100%:1 t t ~ ~ 1 I 1 Occupancy sensors t 60 1 20%: :t 2. : ~ {. ., 1 : ,,\.. ~ ! Panel :~'l 1 00% t~\ I ' \ \ .1 ! Photocell control i :( j 100% : ) 1 .............-....................................-...............................\1\............,\,\..."",......,,'<":........,.......\\,..........\.~......~~~....:....::...':.'.'.~.7........._-".........._............~...._.._._........................., Augusta Richmond County Augusta Main Library Supplemental Information Page 2 of 3 W orkingBuildings, LLC Confidential Ii' ~"i .~ tR~~oo(~~~nlW~:~ :lm:JW:C_~lm:H>>; "l: ~ Pi' I I I 1 1 , ! l i I I 1 1 i , , , , , " L ! 1 I 1 1 I : g""-:-"'~~:'-" ;J&!; ......:i.Q. .............................-....-.-------.-.-..-..-.-._._--~_._---_....-.............. r........................................-.............-......'.......--,....'..........................r....."'T;......~..~r..Sam.p..li;g::...r....Tetted........l \ \. \ _ \ L.Equipmen~......,..................,",....................;..._"'-..._.......L.g~~~!~!r...l.........B.:~.~...:.......i".g,~~~~.9:....i ~ Receptacles ' 1 9001 10% 1 90 L 1 Surge protection system 1 1 ,~ 100%: 1 i "I Switchgear 1 1 1, 100% 1 1 1, '~':::,:,':' ! Transformer': 480v primary .4) 100% t 4 J : t ! "f t ' . _ . ~ t I I Secunty Systems 180 ! 20% I 36 I ~ l ~ { ~ ~ Fire Protection/Life Safety Systenis l I : .1 I F' 1 l 0 I 50'0/ l 90 l 1 ,'Ire a arm system ' l 18 I /0:1 I Wet ,Sprinkler system J 625 i 20% ! 125 ~ ~ ~!! '! { ~ ~. \ ~ l........;..........:.........-........._..........:..........................__....................'-;"............_"...._....~.............---..................t..............;,.......~._..........-.~..,..........._...............:..~.:. Augusta Richmond County Augusta Main Library Supplemental Information ~1lili5! Ii'" 'Ul vl~ ....................... , , , , , , 1 1 I I , ! 1 , 1 1 1 I I I I i i h.J Page 3 of 3 WorkingBuildings, LLC Confidential -m~~.l!:~~!jw: mMi'orA _.LM..a~-~.' EXHIBIT E ADDITIONAL SERVICES If any of the following Additional Services are authorized in advance by the Owner in writing, the Commissioning Authority shall furnish or obtain from others the authorized services. The Commissioning Authority shall be paid for these additional services by the Owner as herein provided to the extent they exceed the obligations of the Commissioning Authority under this Agreement. Service Name Description Fee Status Review 100% Design Follow'up reVlew of AlE's 90% $1225.00 Not drawings and specifications. Approved Attend Additional Meetings in Augusta in addition to $1200.00/ Not Design Review the Design Development Meeting meeting Approved Meetings Pre- Commissioning Held very early in the construction $3065.00 Approved Meeting with phase to explain commIsSIOnIng Contractor process and establish lines of comm unica tion. Provide 0 & M Provide enhanced O&M staffing TBD Not Software Package and maintenance plan, with Approved electronic links to instructions and as-builts. Conduct Additional Increase frequency and quantity of $1400.00 per Not Meetings and Site site visits and meetings dedicated Visit Approved Visits to commlssIOnmg during the construction phase. Witness Testing, Spot check (about 10%) of the $4080.00 Not Adjusting and mechanical systems during testing Approved Balancing of the Mech. and balancing to verify procedures Systems. and compliance with design intent. ARCH-LS.PM 7/31/92 E2