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.
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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
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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.
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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
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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
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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
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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
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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.
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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.
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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.
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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.
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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
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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
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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
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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.
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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.
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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
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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.
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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
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