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HomeMy WebLinkAboutParsons Brinkerhoff Construction Services Inc Augusta Richmond GA DOCUMENT NAME: ~ AR<;D.v s '& IN C t: I>R 1-\ D F F CON S TRue TIClI\) S e:R. vicES, Xii DOCUMENT TYPE: 1\ '1 (2. -.e E t'f\ eJt0T YEAR: ~ DD Y BOX NUMBER: ~ 4 FILE NUMBER: II S- J ~ NUMBER OF PAGES: ;;2 C/ PROFESSIONAL SERVICES CONSULTANT AGREEMENT BY AND BETWEEN Augusta, Georgia (Augusta Aviation Commission) AND PARSONS BRINCKERHOFF CONSTRUCTION SERVICES, INC. TO PROVIDE CONSTRUCTION MANAGEMENT SERVICES FOR THE Augusta Regional Airport Terminal Area Improvements PROJECT NO. RFP #04-089 DA TED November 29 2004. TABLE OF CONTENTS ARTICLE 1 - PROJECT ........... ....... ...................................... .... ................. ................................ .............. 1 ARTICLE 2 - SERVICES .......... .............................................................................................................. ..1 ARTICLE 3 - CHAN GES .. ......... ...... ........ ......................... .............................................. ....... ....... ....... ..... 1 ARTICLE 4 - TERM, SCHEDULE AND DELAYS ............................................................................... 2 ARTI CLE 5 - OWNERS' RESPO NSIBILITIES.....................................................................................2 AR TI CLE 6 - CO MPEN SA TI ON .... ........................................................................................ ................. 4 ARTICLE 7 - INSURANCE, INDEMNITY AND CONSEQUENTIAL DAMAGES.......................... 4 ARTICLE 8 - RELATIONSHIP OF THE PARTIES ............................................................................. 6 ARTICLE 9 - TERMINATION AND SUSPENSION ............................................................................. 7 ARTI CLE 10 - DISPUTE RESOLUTION ............................................................................................... 8 ARTICLE 11 - ADDITIONAL PROVISIONS ........................................................................................9 EXHIBIT A - CM SERVICES EXHIBIT B - COMPENSATION AND PAYMENT EXHIBIT C - SCHEDULE THIS AGREEMENT, (herein "Agreement"), effective the 29 day of November, 2004 by and between Augusta, Georgia, (herein "Owner"), and Parsons Brinckerhoff Construction Services, Inc., a corporation organized under the laws of the State of Delaware, with principal offices at 465 Spring Park Place, Herndon, Virginia 20170-5227, (herein "CM"). (Individually "Party", and collectively, the "Parties") WITNESSETH: WHEREAS, the Owner proposes to design and construct Augusta Regional Airport Termial Area Improvements, more specifically defined in the Owner's RFP No.04-089; (as further described herein "Proj ect") and, WHEREAS, the CM's staff is adequate in number; possessed of the degree of care, learning, skill, and ability which is ordinarily possessed by other professionals providing services in the CM's normal course of business and at the locale of the Project; and, WHEREAS, the Owner desires to engage the CM to provide certain construction management services (as further described herein "Services") in connection with the Project, and the CM has agreed to provide such Services. NOW, THEREFORE, in consideration of the faithful performance of each Party of the mutual covenants and agreements set forth herein, it is mutually agreed as follows: ARTICLE 1 - PROJECT 1.1. The term "Project" when used in this Agreement means the total design and construction performed on behalf of the Owner in which the CM participates as a result of the performance of the Services. The term "Work" when used in this Agreement means the various parts of the actual construction performed by the Contractor and to which the Services apply. 1.2. The Project name and location are as follows: Augusta Regional Airport Terminal Area Improvements at Bush Field Augusta, Georgia ARTICLE 2 - SERVICES 2.1. CM Services 2.1.1 The CM shall perform the Services described in Exhibit A attached hereto and made a part hereof. ARTICLE 3 - CHANGES 3.1. The Owner, without invalidating this Agreement, may make changes in the Services. The CM shall be entitled to additional compensation and/or time for performance when the Services are increased and/or the time needed for their performance is extended as a result of an Owner change. The Owner shall be entitled to a reduction in the compensation due the CM and/or the time for performance when the Services are decreased as a result of an Owner change. Page I of 11 3.2. A written request for additional compensation and/or time for performance shall be given by the CM to the Owner within thirty (30) days of the occurrence of the event giving rise to such request. The amount of additional compensation to be paid shall be determined on the basis of the CM's cost and a customary and reasonable adjustment in the CM's fixed or lwnp sum fee. The time adjustment shall be detennined based on an examination of the Project schedule at the time of the event giving rise to the request. 3.3 Changes in the Services, amount of compensation and/or time for performance shall be made by a written Amendment to this Agreement executed by the Owner and the CM (herein "Change Order"). 3.4. The CM shall invoice for additional compensation with its invoice for Services and payment shall be made pursuant to the provisions of Exhibit B. ARTICLE 4 - TERM, SCHEDULE AND DELAYS 4.1 Term 4.1.1. The term of this Agreement shall be for a period commencing with the effective date of this Agreement and shall continue until (1) this Agreement is terminated as provided for herein; or (2) Services have been completed as acknowledged by the Owner in writing. 4.2 Schedule 4.2.1. The CM shall be authorized to perform the Services upon receipt of the Owner's written Notice to Proceed (NTP) which shall state the date upon which Services shall commence. The CM shall perform the Services in accordance with the Schedule set forth in Exhibit C, attached hereto and made a part hereof. The CM shall not be obligated to continue performance under this Agreement beyond the date of completion shown in Exhibit C until and unless this Agreement and the date for completion are modified by appropriate Change Order. 4.3 Delays 4.3.1 If the CM is delayed at any time in the progress of the Project by any act or neglect of the Owner, by the Design Professional, the Contractor, or any separate contractor employed by the Owner or by the action of any governmental agency or regulatory body, or by changes ordered in the Project, or by labor disputes, fire, unusual delay in transportation, unusual delay in issuance of building permits or zoning or utility services, unusual delay or shortages in material supplies, adverse weather conditions not consistent with average past weather at the site of the Project or where the Services are being performed, unavoidable casualties, acts of God, terrorists or the public enemy, or any other cause beyond the CM's reasonable control, then the time for performance of the Services shall be equitably adjusted upon application therefore by the CM. Such adjustment shall be made by Change Order. 4.3.2 If the CM is delayed at any time in the progress of the Project by any act or neglect of the Owner, or by the Design Professional, the Contractor, or any separate contractor employed by the Owner, or otherwise through no fault of the CM, the CM's compensation shall be equitably adjusted upon application therefore by the CM. Such adjustment shall be made by Change Order. ARTICLE 5 - OWNERS' RESPONSmILITIES Page 2 of 11 5.1. The Owner shall provide to the CM complete information regarding the Owner's requirements for the Project. The CM may use and rely on the information furnished by the Owner in performing services under this Agreement, and on the reports, data, and other information furnished by the Owner. 5.2. The Owner shall be responsible for the presence at the site of any asbestos, PCB's, petroleum, hazardous materials and radioactive materials, and the consequences of such presence. 5.3. The Owner shall examine information submitted by the CM and shall promptly render decisions thereon when required. 5.4. If the Owner observes or otherwise becomes aware of any fault or defect in the Project or nonconformity with the contract documents, the Owner shall give prompt written notice thereof to the CM. 5.5. The Owner shall furnish required information and approvals and perform his responsibilities and activities in a timely manner to facilitate orderly progress of the Project in cooperation with the CM, consistent with this Agreement and in accordance with the planning and scheduling requirements and budgetary restraints of the Project. 5.6. The Owner shall retain a Design Professional whose services, duties and responsibilities shall be described in a written agreement between the Owner and Design Professional. The services, duties and responsibilities of the Design Professional set out in the agreement between the Owner and the Design Professional shall be compatible and consistent with this Agreement and the contract documents. The Owner shall, in its agreement with the Design Professional, require that the Design Professional perform his services in cooperation with the CM, consistent with this Agreement and in accordance with the planning, scheduling, and budgetary requirements of the Project as detemuned by the Owner and documented by the CM. 5.7. The Owner will provide the CM with accurate plans and specifications for use in connection with the Contractor's work. The Owner will disclose to the CM the existence and nature of any encumbrances, defects and circumstances with regard to the construction contract or the Project that the Owner is aware of and that may have an adverse affect upon the CM's perfonnance of Services. 5.8. The Owner shall cause any and all agreements between the Owner and any other parties to be compatible and consistent with this Agreement. Each of the agreements shall include waiver of subrogation with respect to the other participants on the Project. 5.9. At the request of the CM, sufficient copies of interim and final drawings, specifications and Contract Documents shall be furnished to the CM by the Owner at the Owner's expense. 5.10. The Owner shall in a timely manner secure, submit and pay for necessary approvals, easements, assessments, permits and charges required for the construction. use or occupancy of permanent structures or facilities or for permanent changes in existing structures or facilities. 5.11. The Owner shall furnish evidence satisfactory to the CM that sufficient funds are available and committed for the entire cost of the Project. Unless such reasonable evidence is furnished, the CM is not I required to commence the Services and may, if such evidence is not presented within a reasonable time, suspend the Services specified in this Agreement upon fifteen (15) days written notice to the Owner and in such event, the CM shall be compensated in the manner provided in Article 9.2. Page 3 of 11 5.12. The Owner shall designate an officer, employee or other authorized representative to act in the Owner's behalf with respect to the Project. This representative shall have the authority to approve changes in the scope of the Project and shall be available during working hours and as often as may be required to render decisions and furnish information in a timely manner. ARTICLE 6 - COMPENSATION 6.1. The CM shall receive compensation for its services in accordance with Exhibit B. ARTICLE 7 - INSURANCE, INDEMNITY AND CONSEQUENTIAL DAMAGES 7.1 CM's Liability Insurance 7.1.1. The CM shall purchase and maintain such insurance that shall protect the CM from the claims set forth below that may arise out of or result from the CM's performance of Services pursuant to this Agreement: 7.1.1.1. Claims under Workers' compensation, disability benefits and other similar employee benefits acts that are applicable to the work performed; 7.1.1.2. Claims for damages because of bodily injury, occupational sickness or disease or death ofCM's employees under any applicable employer's liability law; 7.1.1.3. Claims for damages because of bodily injury or death of any person other than CM's employees; 7.1.1.4. Claims for damages insured by usual personal injury liability coverage that are sustained (1) by any person as a result of an offense directly related to the employment of such person by the CM or (2) by any other person for whom the CM is liable; 7.1.1.5. Claims for damages, other than to the work itself, because of injury to or destruction of tangible property, including loss or use therefrom; and 7.1.1.6. Claims for damages because of bodily injury or death of a any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. 7.1.2. The CM's Commercial General and Automobile liability insurance, as required by Paragraph 8.1.1 shall be written for not less than the following limits of liability: a. Commercial General Liability 1. Personal Injury: One Million Dollars ($1,000,000.) Each Occurrence and Aggregate 2. Property Damage: One Million Dollars ($1,000,000.) Each Occurrence and Aggregate b. Commercial Automobile Liability 1. Bodily Injury: One Million Dollars ($1,000,000.) Each Occurrence and Aggregate Page 4 of 11 2. Property Damage: One Million Dollars ($1,000,000.) Each Occurrence 7.1.3. Commercial General Liability insurance may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by an excess or umbrella liability policy. 7.1.4. The foregoing policies shall contain a provision that coverages afforded under the policies shall not be canceled or non-renewed until at least thirty (30) days written notice has been given to the Owner and shall include either a liability endorsement covering this Agreement or an endorsement covering the Owner as an additional insured under the policies. Certificates of insurance showing such coverages to be in force shall be filed with the Owner prior to commencement of the Services. 7.1.5. CM shall maintain Professional Liability Insurance which covers CM's legal liability for damages arising out of CM's performance of Services on the Project with minimum limits of liability of One Million Dollars ($1,000,000.) per claim and aggregate. 7.2. Owner's Insurance 7.2.1 The Owner shall be responsible for purchasing and maintaining its own liability insurance, and at the Owner's option, may purchase and maintain such additional insurance to protect the Owner against claims losses, or damages that may arise from the Project. 7.2.2 The Owner shall purchase property insurance upon the Work to the full insurable value thereof. Property insurance shall include the interests of owner, CM, and their respective contractors and subcontractors in the Work. It shall insure against perils of fire and other hazards included in standard "all risk" insurance. Before an exposure to loss may occur, the Owner shall file with CM a copy of each policy required by this paragraph. 7.2.3 The Owner and the CM waive all rights against each other and the contractors, subcontractors, agents and employees, each of the other, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this Article or other property insurance applicable to the Work, except such rights as they may have to the proceeds of such insurance held by the Owner as trustee. The Owner or the CM, as appropriate, shall require from their contractors and subcontractors by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated in this Article. The policies shall be endorsed to include such waivers of subrogation. 7.2.4 The Owner shall purchase such insurance as will insure against loss of use of its property, however caused. The Owner waives all causes of action against CM for such loss of use, including consequential damages. 7.2.5. The Owner shall cause the Design Professional and Contractor and each of them to include the CM as and additional insured on the commercial general liability and automobile liability policies furnished by the Design Professional and Contractor, and shall require them to waive all rights of subrogation against the CM under their workers compensation and employers liability insurance policies. I 7.3. Indemnity Page 5 of 11 7.3.1. The CM shall indemnify and hold harmless the Owner from and against any and all claims, suits, actions, judgments, demands, losses, costs, expenses, damages, and liability to the extent caused by, resulting from, or arising out of the negligent acts, errors, or omissions of the CM, its officers, employees, agents, or representatives in the performance of Services under this Agreement, however, the CM does not assume any risk of damages to property that is incorporated in, or shall be incorporated in, or is located at the Project site which is not within the possession of the CM or under the CM's control. The total liability of the CM arising by reason of this indemnity shall not exceed the amount of the total compensation actually paid to the CM by the Owner pursuant to this Agreement. 7.3.2. The Owner shall cause the Design professional and construction contractor to indemnify and hold harmless the CM from and against any and all claims, demands, suits, damages, including consequential damages resulting from personal injury or property damage, costs, and expenses and fees that are asserted against the CM and that arise out of or result from negligent acts, errors or omissions by the Design professional or construction contractor and their employees, agents and representatives in performing the Work. 7.4. Consequential Dama2:es 7.4.1. Notwithstanding anything whatsoever contained in this Agreement to the contrary, the Parties expressly agree that no Party to this Agreement shall be liable to any other Party or Parties to this Agreement for any special, consequential or exemplary damages of any kind whatsoever, whether arising in contract, warranty, tort (including but not limited to negligence), strict liability, or otherwise, including without limitation losses of use, profits, business reputation and financing. ARTICLE 8 - RELATIONSHIP OF THE PARTIES 8.1. Owner and Construction Mana2:er 8.1.1 The CM and the Owner shall perform as stated in this Agreement and the CM and the Owner each accepts the relationship between them that is established by this Agreement. 8.2. Standard of Care 8.2.1 The eM represents to the Owner that it will render Services consistent with the standard of skill and care exercised by members of the same profession providing similar services under similar conditions at the locale of the Project and at the time the Services are to be performed. CM's standard of care and performance shall not be altered by the application, interpretation or construction of any other provision of this Agreement. 8.3. Owner and Desi2:n Professional 8.3.1 The Owner shall contract separately with one or more Design Professionals to provide architectural and engineering design for the Project. 8.4. Owner and Contractor 8.4.1 The Owner, in consultation with the CM, shall enter into a separate contract with one or more Contractors for the construction of the Project. 8.5. Relationship of the CM to other Proiect Participants Page 6 of 11 8.5.1. In providing the Services described in this Agreement, the CM shall maintain a working relationship with the Design Professional and the Contractor. Nothing in this Agreement shall be construed to mean that the CM assumes any of the responsibilities or duties of the Contractor or the Design Professional. 8.5.2. The Contractor shall be solely responsible for construction means, methods, techniques, sequences and procedures used in the construction of the Project and for the safety of its personnel, property, and its operations, and for perfonning in accordance with the contract between the Owner and Contractor. The CM shall not be responsible for the means, methods, techniques, sequences or procedures of construction used by the Contractor. Under no circumstances shall the CM be responsible for initiating, maintaining, managing or supervising the safety precautions or programs of the Contractor or its employees, agents, representatives and subcontractors, in connection with their work. 8.5.3. The CM shall not control or direct, and shall have no right to control or direct, the Contractor or any of its agents, employees, representative or subcontractors. The CM shall at no time have the right to stop the Contractor's work or that of its employees, agents, representatives, or subcontractors. In this Agreement, scope of work or directives provided by the Owner to the CM, whenever the terms "manage," "supervise," "as ordered," "as directed," "as required," "as allowed," "as approved," or terms of like effect and import are used, or the adjectives "reasonable," "suitable," "acceptable," "proper," or "satisfactory" or adjectives oflike effect or import are used to describe a requirement, direction, review or judgment of the CM as to the Contractor's work, it is intended that such terms shall mean and convey to the CM only the authority to evaluate that work for compliance with the construction contract documents and to advise the Owner in accordance with the terms and conditions of this Agreement. The Owner will be the only party with the right to delay or stop all or a portion of the Contractor's work. 8.5.4. The Design Professional is solely responsible for the design requirements and design criteria of the Project and shall perform in accordance with the agreement between the Design Professional and the Owner. The Services shall be rendered compatibly and in cooperation with the services provided by the Design Professional under the Agreement between the Owner and Design Professional. It is not intended that the services of the Design Professional and the CM be competitive or duplicative, but rather be complementary. The CM will be entitled to rely upon the Design Professional for the proper performance of services undertaken by the Design Professional pursuant to the Agreement between the Owner and D~sign Professional. The CM shall not be responsible for the negligence of others in the design of the project or in the selection of the specific construction materials, means, methods, techniques, sequences or procedures of construction indicted in or required by the construction contract. 8.5.5. The Owner shall provide notice of these limitations on the CM's obligations and responsibilities to the Design Professional, and to the Contractor prior to or concurrently with the CM's assignment to perform Services for the Project ARTICLE 9 - TERMINATION AND SUSPENSION 9.1. Termination 9.1.1. This Agreement may be tenninated by the Owner for convenience after thirty (30) days written notice to the CM. 9.1.2. This Agreement may be tenninated by either Party hereto upon fourteen (14) days written notice should the other Party fail substantially to perform in accordance with the terms hereof through no fault Page 7 of 11 of the other, or if the Project in whole or substantial part is stopped for a period of sixty (60) days under an order of any court or other public authority having jurisdiction, or as a result of an act of government. 9.1.3. In the event of tennination under paragraph 9.1.1 the CM shall be paid its compensation for all Services performed to the date of termination and tennination expenses. Tennination expenses are defined as those expenses arising prior, during and subsequent to tennination that are directly attributable to the termination, plus an amount computed as a percentage of the total compensation earned at the time of tennination as follows: 9.1.3.1. Twenty (20) percent if the tennination occurs during the Pre-design Phase, Design Phase, or Bidding Phase; or 9.1.3.2. Ten (10) percent if the termination occurs during the Construction Phase or Post -Construction Phase. 9.1.4. In the event of termination under paragraph 9.1.2 the CM shall be paid its compensation for all Services performed to the date of tennination and all termination expenses. No amount computed as provided in paragraphs 9.1.3.1 and 9.1.3.2 shall be paid in addition if the tennination is due to the CM's failure to substantially perform in accordance with the terms of this Agreement. 9.2. Suspension 9.2.1. The Owner may in writing order the CM to suspend all or any part of the CM's Services for the convenience ofthe Owner or for work stoppage beyond the control of the Owner or the CM. If the performance of all or any part of the Services for the Project is suspended, an equitable adjustment in the CM's compensation and/or time for performance shall be made and this Agreement shall be modified in writing accordingly. 9.2.2. In the event the CM's Services on the Project are suspended, the Owner shall reimburse the CM for all of the costs of its assigned site and Proj ect home office staff and other costs as provided for by this Agreement for the first thirty (30) days of such suspension. The CM shall reduce the size of such staff for the remainder of the suspension period as directed by the Owner and during such period, the Owner shall reimburse the CM for all of the costs of such reduced staff. Upon cessation of the suspension, the eM shall restore the construction site and home office staff to its former size or such other size as the Owner and the CM may mutually agree. 9.2.3. Persons assigned to another project during such suspension and not available to return to this Project upon cessation of the suspension shall be replaced. The Owner shall reimburse the CM for costs incurred in relocating staff persons returning to the Project or new persons assigned to the Project. 9.2.4. If the Project is resumed after being suspended for more than six (6) months, the CM shall have the option of requiring its compensation, including rates and fees, be renegotiated. Subject to the provisions of this Agreement relating to tennination, a delay or suspension of the Project does not void this Agreement. ARTICLE 10 - DISPUTE RESOLUTION 10.1. The Parties agree that it is in their best interests to resolve all disputes, unless otherwise provided for, through informal proceedings. To that end, the Parties agree that all disputes and controversies related in any manner to the provision of Services under this Agreement must be initially raised in Page 8 of 11 writing by a Party's Project Manager and submitted through appropriate channels to each Party's Authorized Representative for resolution. The written submission must succinctly define the controversy, stating the positions of the disputing parties and the remedy sought. All supporting and disputed documents shall accompany the submission. This process is intended to be informal and expeditious. The strict application of the rules of evidence, rules of civil procedure and the rules of administrative procedure shall not apply. 10.2. Any and all claims, disputes, controversies and other matters in question arising out of or relating in any manner to this Agreement, the breach thereof, or provision of Services which are not expeditiously disposed of by mutual agreement of the Parties shall be mediated by a party mutually agreed upon by the Parties. In the event such a mediator cannot be agreed upon, a mediator shall be selected by the office of American Arbitration Association ("AAA") nearest to the Project. The mediation will be conducted within sixty (60) days after selection of a mediator. The mediation will be conducted according to the AAA Construction Industry Mediation Rules in effect at the time of the execution of this Agreement. The Parties will bear their own costs for preparation and conduct of the mediation, except for common costs which shall be evenly divided. 10.3. Any and all claims, disputes, controversies and other matters in question arising out of or relating in any manner to this Agreement, the breach thereof, or provision of Services which are not resolved by mediation may, by mutual agreement of the Parties, be submitted to binding arbitration conducted according to and governed by the AAA Construction Industry Arbitration Rules in effect at the time of the execution of this Agreement. 10.4. It is expressly agreed by the Parties that in no event shall either Party be entitled to bring any legal action or claim pursuant to this Agreement or any amendment thereto upon the passing of one calendar year after the termination of this Agreement or the substantial completion of the Project, whichever shall occur earliest, notwithstanding any other provision at law or this Agreement. However, this provision does not apply to third party claims or legal action brought against one Party after the expiration of one year when the other Party is responsible, in whole or in part, for such claim or legal action. 10.7. During the resolution, mediation, arbitration, or litigation of any and all claims, disputes, and other matters in question arising out of or relating to this Agreement, the breach thereof, or provision of Services, the CM shall perform all Services and all other terms and provisions of this Agreement, unless otheIWise excused in writing by the Owner, and the Owner shall continue to make payments in accordance with the terms of this Agreement. ARTICLE 11 - ADDITIONAL PROVISIONS 11.1. Confidentiality 11.1.1. The CM shall not disclose or permit the disclosure of any confidential information identified by the Owner as being confidential except to its agents, employees and other consultants who need such confidential information in order to properly perform their duties relative to this Agreement. 11.2. Limitation and Assi1!nment 11.2.1. The Owner and the CM each bind themselves, their successors, assigns and legal representatives , to the terms of this agreement. Page 9 of 11 11.2.2. Neither the Owner nor the CM shall assign or transfer its interest in this Agreement without the written consent of the other, except that the CM may assign accounts receivable to a commercial bank for securing loans without approval of the Owner. 11.3. Governinl! Law 11.3.1. Unless otherwise provided, this Agreement shall be governed by the Law of the State where the Project is located. 11.4. Extent of Al!reement 11.4.1. This Agreement represents the entire and integrated agreement between the Owner and the CM and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and the CM. Nothing contained in this Agreement is intended to benefit any third party. The Contractors and Design Professional are not intended third-party beneficiaries of this Agreement. 11.5. Severability 11.5.1 If any provision of this Agreement is held as a matter of Law to be unenforceable, the remainder of this Agreement shall be enforceable without such provision. 11.6. Meaoiol! of Terms 11.6.1. References made in the singular shall include the plural and the masculine shall include the feminine or neuter. 11.7. Third Party Beneficiaries 11.7.1. Nothing in this Agreement shall be construed to give any person or entity other than the Owner and the CM any legal or equitable right, remedy or claim under this Agreement, except as may otherwise be provided for in this Agreement; and it shall be construed as being for the sole and exclusive benefit of the Owner and the CM. 11.8. Notices 11.8.1. All notices required by this Agreement or other communications to either party by the other shall be deemed given when made in writing and deposited in the United States Mail, certified, postage prepaid, addressed as follows: To The Owner: Buster Boshears Airport Director Augusta Regional Airport 1501 Aviation Way Augusta, Georgia 30906 Page 10 of 11 To The CM: Richard D. Kennedy, P.E. Vice-President, Area Manager Parsons Brinckerhoff Construction Services, Inc. 3340 Peachtree Road, N.E. Suite 2400, Tower Place 100 Atlanta, Georgia 30326-1087 IN WITNESS WHEREOF, this Agreement has been executed by the Parties, effective from the day and year fIrst written above. OWNER ~ ~BY: ~ Print Title: Me- fi-( ~t Name:",~\ 1" ....1 _'-::'.\ i __..... -"-... _~.~ _ K~ Ytfk _ u~h y ..~ CM oR VIa ~I~~ By: Print Title: Print Name: c::! \4.-~1..1~ ..j, ~NnO~ Attestation: ,* .:.... Assistant acu~_ Secretary, CM . - (Corporate Seal) ,,:-r ~ ..., _ -.;.;:;;:-r ~:~. . r A:J~~ov:d Co: to foWl P':i.iC.~.(jH Bj' \. . . 'L La, u&iVlC€S Page 11 of 11 EXHIBIT A 1) DEFINITIONS Owner - Augusta, Georgia Design Professional- The LPA Group Inc. Construction Manager (CM) - Parsons Brinckerhoff Construction Services, Inc. Contractor - to be selected at a later date Contract Documents - the plans, specifications and other documents that form the Contract between the Owner and the Construction Contractor for performance of the construction Work. The contract price and contract time are defined and established in the Contract Documents. PRECONSTRUCTION PHASE 1. PROGRAM CONTROLS 1.1 Management/Administration Plan: The CM will prepare a Management/Administration Plan (MAP) for the Project. In preparing the MAP, the CM will consider the Owner's schedule, cost and general requirements for the Project. A responsibility matrix will be developed to provide a clear definition of each project team member's responsibilities for accomplishing all tasks required to successfully execute the project. A communications plan and a document control system will also be developed as part of the MAP. 1.2 Reports: Monthly reports tracking schedule, cost and work activities will be developed and provided to the AGS and Airport Commission. Verbal presentation will be presented to appropriate stakeholders. Reports will compare projected cost to budget, scheduled work completion to targeted opening date, and activities proposed to achieve the budget and the targeted opening date. 1.3 Master Schedule/Master Budget: The CM will assist in the development of a Master Schedule and will update on a regular basis. The CM will assist in the revision of the existing program budget and will update on a regular basis. 1.4 Constructibility/Biddability: Prior to release of bid documents the CM will conduct a review of the contract plans and specifications. The CM's review will focus on identifying potential major conflicts between the plans and specifications and between the various trades involved in the project. The goal I of this review is to minimize potential major conflicts in the bid documents that would hamper constructibility. The CM is performing a review function only and the CM is not acting in a manner so as to assume responsibility or liability, in whole or in part, for all or any part of any defects, errors or omissions in plans or specifications prepared by the Design Professional or others. A-1 1.5 Bid Phase: The CM will attend the pre-bid conference and participate in a support role. Upon receipt of the bids, the CM will prepare a written analysis of the bids and make recommendation to the Owner. CONSTRUCTION PHASE 2. CONSTRUCTION MANAGMENT 2.1 Preconstruction Conference: In consultation with the Owner and Design Professional, the CM will conduct a Pre-Construction conference during which the CM will review the project reporting procedures, administration procedures, schedule review, invoice procedures, and emergency reporting. 2.2 On-Site Management and Construction Phase Communication Procedures: The CM will provide contract administration as an agent of the Owner and the CM will establish and implement coordination and communication procedures among the CM, Owner, Design Professional and Contractor (included in the MAP). 2.3 Construction Administration Procedures: The CM will establish and implement procedures for reviewing and processing requests for clarifications and interpretations of the Contract Documents; shop drawings, samples and other submittals; contract schedule adjustments; change order proposals; written proposals for substitutions; payment applications; and the maintenance of logs. As the Owner's representative at the construction site, the CM will be the party to whom all such information shall be submitted (included in the MAP). 2.4 Review of Requests for Information, Shop Drawings, Samples, and Other Submittals: The CM will examine the Contractor's requests for information, shop drawings, samples, and other submittals to determine the anticipated effect on compliance with the project requirements, budget and schedule. The CM will forward such documents, with comments, to the Design Professional for review, and approval. The CM will transmit to the Contractor the results of the Design Professional's review. 2.5 Project Site Meetings: Periodically, the CM will conduct meetings at the Project site with Contractor, and the CM shall conduct coordination meetings with the Contractor, the Owner and the Design Professional. The CM will prepare and distribute meeting minutes to the Owner, Design Professional, Contractor and all attendees. 2.6 Coordination of Other Independent Consultants: The CM will coordinate Technical Services, including geotechnical evaluations, specialty inspection and testing provided by others and verify that materials have been inspected and tested per Construction Contract Specifications. The CM will receive a copy of all inspection and testing reports and will provide a copy of such reports to the Design Professional. A-2 2.7 Minor Variations In the Work: The CM may authorize minor variations in the Work from the requirements of the Contract Documents that do not involve an adjustment in the Contract Price or the Contract time and which are consistent with the overall intent of the Contract Documents. The CM will provide to the Owner and Design Professional copies of such authorization. 2.8 Change Orders: The CM will establish and implement a change order control system. All changes to the Contract between the Owner and Contractor shall be only by change orders duly authorized and executed by the Owner. 2.8.1 All proposed Owner-initiated changes will first be described in detail by the CM in a request for a proposal issued to the Contractor. The request shall be accompanied by drawings and specifications prepared by the Design Professional. In response to the request for a proposal, the Contractor will submit to the CM for evaluation the detailed information concerning the price and time adjustments, if any, as may be necessary to perform the proposed change order work. The CM will review the Contractor's proposal, will discuss the proposed change order with the Contractor, and endeavor to determine the Contractor's basis for the price and time proposed to perform the Work. 2.8.2 The CM will review the contents of all Contractor-requested changes to the Contract Time or Price, endeavor to determine the cause of the request, and assemble and evaluate information concerning the request. The CM will provide to the Design Professional a copy of each change request, and the CM shall in its evaluations of the Contractor's request consider the Design Professional's comments regarding the proposed changes. 2.8.3 The CM will make recommendations to the Owner regarding all proposed change orders. Pursuant to proper authorization from the Owner, the CM shall prepare and issue the Contractor appropriate change order documents. The CM will provide to the Design Professional copies of all approved change orders. 2.9 Subsurface and Physical Conditions: Whenever the Contractor notifies the CM that a surface or subsurface condition at or contiguous to the site is encountered that differs from what the Contractor is entitled to rely upon or from what is indicated or referred to in the Contract Documents, or that may require a change in the Contract Documents, the CM will notify the Design Professional. The CM will receive from the Design Professional and transmit to the Contractor all information necessary to specify any design changes required to be responsive to the differing or changed condition and, if necessary, will prepare a change order. 2.10 Quality Control and Inspection: The CM will monitor and inspect the Contractor's work. The CM will establish and implement a program to monitor the quality of the construction. Procedures for monitoring and inspection will be established by the CM and quality control as set forth in the specifications. A-3 2.10.1 Contractor QAlQC: The CM will monitor the Quality Assurance/Quality Control {QAlQC} procedures contained in the Contractor's QAlQC procedures manual. 2.10.2 Construction Monitorino: The CM will inspect the progress of the Work at times appropriate to the construction and advise the Owner of any deviation, defects, or deficiencies observed in the Work. The CM will reject any portion of the Work and transmit to the Owner and Contractor a notice of nonconforming work when it is the opinion of the CM, Owner, or Design Professional that such work does not conform to the requirements of the Contract Documents. Except for minor variations as described in Paragraph 2.7, the CM is not authorized to change, revoke, alter, enlarge, relax or release any requirement of the Contract Documents or to approve or accept any portion of the Work not conforming with the requirements of the Contract Documents. Communication between the CM and Contractor with regard to Quality Review will not in any way be construed as binding the CM or Owner or releasing the Contractor from performing in accordance with the terms of the Contract Documents. The CM shall not be responsible for, nor does the CM control, the means, methods, techniques, sequences and procedures of construction for the Project. It is understood that the CM's action in providing Quality Review as stated herein is to not assume responsibility or liability, in whole or in part, for all or any part of the work for the Project. No action taken by the CM will relieve the Contractor from its obligation to perform the work in strict conformity with the requirements of the Contract Documents, and in strict conformity with all other applicable laws, rules and regulations. 2.10.3 Contractor's Safety Proqram: The CM will not be responsible for any Contractor's implementation of or compliance with its safety programs, or for initiating, maintaining, monitoring or supervising the implementation of such programs or the procedures and precautions associated therewith, or for the coordination of any of the above with the Contractor's performing the Work at the site. The CM will not be responsible for the adequacy or completeness of any Contractor's safety programs, procedures or precautions. 2.10.4 Disputes Between Contractor and Owner-Claims Avoidance Services: The CM will provide Claims Avoidance Services to reduce the extent and scope of unresolved issues that could lead to a Contractor's claim. The Project will be structured to keep good records so as to help avoid issues arising from poor recordkeeping. The CM will proactively manage all contractual correspondence to foster timely and accurate communications. The CM will keep open lines of communication. The Owner will be promptly notified of potential or pending issues. Periodic meetings with the Contractor will be held to discuss and settle pending issues. The CM will, where possible, anticipate issues and help resolve them as efficiently as possible before they evolve to a greater problem. All participants will be pressed to resolve issues as they arise so that they I will not be left for the end of the Project. In the event that claims should A-4 arise, the CM will render in writing within a reasonable time opinions concerning disputes between the Contractor and the Owner relating to the acceptability of the Work, or the interpretation of the requirements of the Contract Documents pertaining to the furnishing and performing of the Work. 2.10.5 Operation and Maintenance Materials: The CM will receive from the Contractor operation and maintenance manuals, warranties and guarantees for materials and equipment installed in the Project. The CM will deliver this information to the Owner and shall provide a copy of the information to the Design Professional. 2.10.6 Substantial Completion: In consultation with the Owner and the Design Professional, the CM will determine when the Project and the Contractor's Work are substantially complete. In consultation with the Design Professional, the CM will, prior to issuing a Certificate of Substantial Completion, prepare a list of incomplete work or work that does not conform to the requirements of the Contract Documents. This list will be attached to the Certificate of Substantial Completion. 2.10.7 Final Completion: In consultation with the Owner and the Design Professional, the CM will determine when the Project and the Contractor's work is finally completed, and will issue a Certificate of Final Completion. 3. TIME MANAGEMENT 3.1 Contractor's Construction Schedule: The CM will review the Contractor's construction schedule and will verify that the schedule is prepared in accordance with the requirements of the Contract Documents and that it establishes completion dates that comply with the requirements of the Contract Documents. 3.2 Construction Schedule Report: The CM will, on a monthly basis, review the progress of construction of the Contractor, will evaluate the percentage complete of each construction activity as indicated in the Contractor's Construction Schedule and will review such percentages with the Contractor. This evaluation will serve as data for input to the periodic Construction Schedule Report that will be prepared and distributed to the Contractor, Owner and Design Professional by the CM. The Report will indicate the actual progress compared to scheduled progress and will serve as the basis for the progress payments to the Contractor. The CM will advise and make recommendations to the Owner concerning alternative courses of action that the Owner may take in its efforts to achieve schedule compliance by the Contractor. 3.3 Effect of Change Orders on the Schedule: Prior to the issuance of a change order, the CM will determine and advise the Owner as to the effect on the Master Schedule of the change. The CM will verify that activities and A-5 adjustments of time, if any, required by approved change orders have been incorporated into the Contractor's Construction Schedule. 3.4 Recovery Schedule: The CM may require the Contractor to prepare and submit a Recovery Schedule, as specified in the Contract Documents. 4. COST MANAGEMENT 4.1 Effect of Change Orders on Cost: The CM will advise the Owner as to the effect on the Project and Construction Budget of all proposed and approved change orders. 4.2 Cost Records: In instances when a lump sum or unit price is not determined prior to the Owner's authorization to the Contractor to perform change order work, the CM will request from the Contractor records of the cost of payroll, materials and equipment and the amount of payments to each subcontractor incurred by the Contractor in performing the change order work. 4.3 Trade-off Studies: The CM will provide Trade-off Studies for various minor construction components. The results of the Trade-off Studies will be in report form and distributed to the Owner and Design Professional. 4.4 Progress Payments: The CM will review the payment applications submitted by the Contractor and determine whether the amount requested reflects the progress of the Contractor's Work. The CM will make appropriate adjustments to each payment application and will prepare and forward to the Owner a Progress Payment Report. The Report will state the total Contract Price, payments to date, current payment requested, retainage and actual amounts owed for the current period. Included in the Report will be a Certificate of Payment that will be signed by the CM and delivered to the Owner. Supporting documentation substantiating the payments recommended will be maintained. 5. MANAGEMENT INFORMATION SYSTEM (MIS) 5.1 Project and Construction Budget Revisions: The eM will make recommendations to the Owner concerning changes that may result in revisions to the Project and Construction Budget. 5.2 Progress Payment Reports: The CM will prepare and distribute the Progress Payment Reports identified in 4.4 above. 5.3 Change Order Reports: The CM will periodically during the Construction Phase prepare and distribute Change Order Reports. The Report will list all Owner-approved change orders by number, a brief description of the change order work, the cost established in the change order and percent of completion of the change order work. The Report will also include similar information for potential change orders of which the CM may be aware. 6. PROJECT CLOSEOUT AND COMMISSIONING A-6 6.1 Final Inspection: The CM will accomplish a final inspection of the Project in coordination with the Design Professional, Owner and Contractor. The CM will produce a final inspection report based on the observations made during the final inspection. 6.2 Review Start-Up Plan: The CM will review the Contractor's start-up plan for the new facilities based on information included in the Contract Documents, furnished by the Design professional or Equipment O&M Manuals. The CM will develop a matrix of the contractual requirements for start-up of each piece of equipment and unit process. The CM will assist the operation staff in fine- tuning the operations of the new facilities once they are started-up. The CM will coordinate with the Contractor(s), Design Professional, and Owner a Commissioning and Testing Plan that will include a schedule for equipment start-up, testing and commissioning. The Commissioning Plan, developed by the construction contractor, will include the start-up, testing, and commissioning of both the individual elements of the Project and the complete Project to the extent possible. The Commissioning Plan will include coordinating the supply of required utilities, the vendor training for the Owner's operation and maintenance personnel, and any necessary public notices. 6.3 Operational Training: The CM will coordinate vendor training sessions for the Owner's maintenance and operation personnel and will verify that the Contractor's obligation in providing this training is fulfilled. The schedule will be provided to the Owner. The CM will monitor all system training to verify that it is presented in a clear, concise, and easy to understand manner. The CM will review the training schedule to confirm that it is scheduled in conjunction with the equipment start-up and will allow maximum participation by appropriate Owner personnel. 6.4 Record Documents: The CM will coordinate and expedite submittals of information from the Contractor for preparation of record drawings and specifications, by the Design professional and will coordinate and expedite the transmittal of such record documents to the Owner. 6.5 Operation and Maintenance Materials and Certificates: Prior to the Final Completion of the Project, the CM will receive and review for completeness the Contractor's compiled manufacturers' operations and maintenance manuals, warranties and guarantees, and certificates; indexed and bound in an organized manner. These documents will then be provided to the Design Professional for review and transmittal to the Owner. 6.6 Receive Spare Parts and Equipment: Prior to the Final Completion of the Project, the CM will receive and inventory for conformance with the requirements of the Contract Documents all spare parts and spare equipment. All spare parts and spare equipment will be turned over to the Owner. 6.7 Airline, Rental Car, and Airport Admin. Relocation: The CM will coordinate these relocations and advise of schedule requirements necessary to adhere to the terms of the contract between the Owner and the construction contractor. The CM is not responsible for the actual moves. A-7 6.8 Close Out Reports: At the conclusion of the Project, the CM will prepare and deliver to the Owner final Project accounting and close out reports. Project construction files will be turned over to the Owner. 7. CONSTRUCTION MATERIALS TESTING SERVICES 7.1 The CM will provide construction materials testing as required by the Construction Contract Specifications. These services will be provided through a subconsultant agreement by a certified, independent testing laboratory. A-8 EXHIBIT B COMPENSATION AND PAYMENT 1. COMPENSATION a. The Owner shall compensate the CM for the performance of Services under this Agreement in the lump sum amount of One Million, Four Hundred and Forty Eight Thousand Dollars ($1,448,000.00)("Lump Sum"). b. This Lump Sum shall be inclusive of all payments due to the CM and is the maximum amount payable to the CM unless and until this Agreement is otherwise supplemented in writing. c. Lump Sum Compensation includes: 1.) Labor Costs. The direct and indirect cost to the CM of labor paid to personnel of the CM while such personnel are engaged in the performance of Services. 2.) Subconsultant Costs. The cost to the CM for labor paid to personnel of the sub consultants while such personnel are engaged in the performance of Services and for the test expenses, overtime costs, direct expenses, service fees and fixed fees (e.g., profit or margin) paid to a subconsultant. 3.) Direct Expenses. The cost to the CM of Project-related direct non-salary expenses, and 4.) Margin. Profit. 2. PAYMENT a. Invoices for progress payments shall be prepared by CM on a form reasonably acceptable to the Owner (Invoice) and submitted every four (4) weeks to the Owner. b. Invoices shall be prepared to request payment of the portion of the Lump Sum in proportion to the percentage of Services provided during the Invoice period to the total of Services required to be provided pursuant to this Agreement. The following invoice payments will be made during the thirty months of this contract. a) 32-four week payments of Forty Four Thousand Five Hundred Fifty Three Dollars and Eighty Cents ($44,553.80) 32 paymenst x $44,553.80 = $1,425.721.60 b) 1 - 2 week payment of Twenty Two Thousand Two Hundred Seventy Eight Dollars and Forty Cents ($22,278.40) 1 payment of $22,278.40 = $22,278.40 TOTAL PAYMENT $1,448,000.00 B-1 c. receipt. Invoices shall be paid to the Construction Manager by Owner within fifteen (15) days of d. The Owner may withhold payments in whole or in part, and continue to withhold such payments, for Services not completed in accordance with this Agreement, Services that are behind schedule, disputed costs, or Services that are otherwise performed in an inadequate or untimely fashion. Payments so withheld by the Owner will be released and paid to the CM promptly when the Services are subsequently performed adequately and on a timely basis, causes for disputes are reconciled, or other mutually agreed remedy has been satisfied. Notwithstanding the foregoing, the Owner shall only be entitled to withhold an amount reasonably equal to the costs the Owner would incur to remedy or correct the matters that are the basis for such withholding. Payment shall continue to be made for all Services not in dispute. B-2 EXHffiIT C SCHEDULE The following schedule milestones and durations were used in the development of this contract. - Notice to Proceed for Construction Contractor to occur no later than February 1, 2005 - Notice to Proceed for Construction Management services to occur no later than January 1, 2005 - Duration of construction contract will not exceed Twenty Eight (28) months - Duration of Construction Managmenet Services will not exceed Thirty (30) Months C-1