HomeMy WebLinkAboutPARSONS WATER INFRASTRUCTURE MASTER PLAN IMPLEMENTATION PHASE 1 CONTRACT TWO 80130
PARSDNS
100 West Walnut Street. Pasadena, California 91124. (626) 440-2000 . Fax: (626) 440-2630 . www.parsons.com
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October 30, 2007
Mr. Clifford Carey
CH2M Hill
360 Bay Street, Suite 100
Augusta, Georgia 30901
Subject:
Parsons Water & Infrastructure Inc.
City of Augusta
JB Messerly Water Pollution Control Plant
Master Plan Implementation Phase 1 Contact Two (80130)
Dear Mr. Carey:
Enclosed please find the subject bond per you request.
Please do not hesitate to contact me with any questions at (626) 440-2602.
Sincerely,
Danesha Flowers
Corporate Risk Analyst
DF:lmc
enclosure
~
Aon Risk Services
Construction Services Group
October 25, 2007
RECEI'lED
OCT 2 6 2007
CORP RISK MGt-AT .
Gerrie Santos
PARSONS WATER & INFRASTRUCTURE, INC.
5390 Triangle Parkway, Suite 100
Norcross, GA 30092
RE: Bond No. 08894686,82060748
CITY OF AUGUSTA
JB Messerly Water Pollution Control Plant Master Plan Implementation Phase 1
Contract Two (80130)
Dear Gerrie:
Enclosed please find the above referenced bond executed in 1 counterpart(s), at your request in
the amount of $69,912,033.00, dated 10/19/07 for CITY OF AUGUST"^.... Please note the bond
must be properly signed and the corporate seal affixed.
Please forward the original(s) to CITY OF AUGUSTA; a copy has been enclosed for your files.
Our invoice in the amount of $ 523,646.00 for the premium term 1011/07 to 9/1110 will follow
under separate cover.
Sincerely,
~
Mike Mayberry
Enclosure
Record # 2061289
cc: FIDELITY AND DEPOSIT COMPANY OF MARYLAND
FEDERAL INSURANCE COMPANY
Aon Risk Services, Inc. of Southern California Insurance Services
707 Wilshire Blvd, Suite 6000, Los Angeles, CA 90017' tel: (213) 630-3200' fax: (213) 689-9731
License No. 0530733
THE AMERICAN INSTITUTE OF ARCHITECTS
.
Bond Number 08894686,82060748
AlA Document A311
Performance Bond
KNOW ALL MEN BY THESE PRESENTS: that
PARSONS WATER & INFRASTRUCTURE, INC.
5390 Triangle Parkway, Suite 100, Norcross, GA 30092
lHere .nn" full n,me and ,ddren or lel" t.lle 01 Cunuaclor'
as Principal, hereinafter called Contractor, and,
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
1400 American Lane, Schaumburg, IL 60196-1056
FEDERAL INSURANCE COMPANY
15 Mountain View Road, Warren, NJ 07061
ZURICH AMERICAN INSURANCE COMPANY
1400 Americpn Lane, Schaumburg IL 60196-1056
as Surety, hereinafter called Surety, are held and firmly bound unto
, . (Here in"," lull name and add,ell or lela' tille of Owner)
CITY OF AUGUSTA
360 Bay Street, Suite 100, Augusta, GA 30901
as Obligee, hereinafter called Owner, in the amount of
Sixty Nine Million Nine Hundred Twelve Thousand Thirty Three and
00/100 Dollars ($69,912,033.00
),
for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators,
successors and assigns, jointly and severally, firmly by these presents.
WHEREAS,
Contractor has by written agreement dated October 1, 2007 , entered into a contract with Owner for
(Here in"," full n,m.. .ddren .nd dftCriplion of pro;tcU
JB Messerly Water Pollution Control Plant Master Plan Implementation Phase 1 Contract Two (80130)
in accordance with Drawings and Specifications prepared by
CHore .",ert lull name and add,ell or 'ela' Colle of A'cllilK"
which contract is by reference made a part hereof, and is hereinafter referred to as the Contract.
AlA DOCUMENT .u1l . l'fRr()RMM~<:E BONO AND lABOR AND MATERIAL PAYMENT BONO . AlA 8
rfRRUARY 11)70 EI>.. THE AMERICAN INSTITUTE OF ARCHITECTS. 17)5 N.Y. AVE.. N.W.. WASHINGTON. O. C. 20006
1
PERFORMANCE BONO
NOW. THEREFORE. THE CONDITION OF THIS OBLIGATION is such that, if Contractor shall promptly and failhfully perform
said Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect.
The Surety hereby waives notice of any alteration or
extension of time made by the Owner.
Whenever Contractor shall be, and declared by Owner
to be in default under the Contract, the Owner having
performed Owner's obligations thereunder, the Surety
may promptly remedy the default, or shall promplly
1) Complete the Contract in accordance with its terms
and conditions, or
2) Obtain a bid or bids for completing the Contract in
accordance with Its terms and conditions, and upon de.
termination by Surety of the lowest responsible bidder,
or,' if the Owner elects, upon determination by the
Owner and the Surety jointly of the lowest responsible
bidder, arrange for a contract between such bidder and
Owner, and make available as Work progresses (even
though there should be a default or a succession of
Signed and sealed this
19th
day of
~~~
' /Wit 5<' ,
Thomas L. Johanson, Mgr. of Corp.
Finance & Treasury
~4-~
Mike Mayberry /Wilnt ~I "-
defaults under the contract or contracts of compleiion
arranged under this paragraph) sufficient funds to pay the
cost of completion less the balance of the contract price;
but not exceeding, including other costs and damages
for which the Surety may be liable hereunder. the amount
set forth in the first paragraph hereof. The term "balance
of the contract price," as used in this paragraph, shall
mean the total amount payable by Owner to Contractor
under the Contract and any amendments thereto. less
the amount properly paid by Owner to Contractor.
Any suit under this bond must be instituted before
the expiration of two (2) years from the date on which
final payment under the Contract falls due.
No. right of action shall accrue on this bond to or for
the use of any person or corporation other than the
Owner named herein or the heirs. executors. adminis-
trators or successors of the Owner.
October
2007
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PARSONS WATER & INFRASTRUCTURE, INC.
I I Prlllo/I..II
Vv1)~ ...,
Ian R. Thomsen, ,Tilll" Vice Presidet'lt
tSco.lhl
, '
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
FEDERAL INSURANCE COMPANY
ZURICH AMERICAN INSURANCE COMPANY
I ~S""..J
C.K. Nakamura ,Til!.-I Attorney-in-Fact
4t4 DOCUMENT .uti . PlRfORMAMCE; ~NO AND .l.!\B()jl AND MATERIAL PAVMENT BONO . AlA l\t
ffRRUARY 1'170 ED.' THE AMERICAN 11'!5TrftJ.TE OF ^'lCHIHCTS, 11l~ N.Y. AVE_. N.W., WASHINGTON. D. C.2Ol106
2
CALlFORNIA ALL.PURPOSE ACKNOWLEDGMENT
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, ~ State of California
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County of
Los Angeles
}ss
On
October 30, 2007
before me, Ladene Marie McLoughlin, Notary Public '~
Date
Name and TItle of Officer (e.g., "Jane Doe, Notary Public")
personally appeared
Ian R. Thomsen
Name(s) of Signer(s)
ID personally known to me
o proved to me on the basis of satisfactory
evidence
fi
~
to be the person(s) whose name(s) is/are
subscribed to the within instrument and
acknowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies),' and that by his/her/their
signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
LADENE MARIE MCLOUGHLIN
Commission # 1 524314
Nolary Public. California ~
Los Angeles Counly -
My Comm. expires Nov 2, 2008
~.
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date:
Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
o Individual
o Corporate Officer - litle(s):
o Partner - 0 Limited 0 General
o Attorney-in-Fact
o Trustee
o Guardian or Conservator
o Other:
.
Top of thumb here,
Signer Is Representing:
@ 1999 National Notary Association. 9350 De Soto Ave.. P.O. Box 2402. Chatsworth, CA 91313.2402. www.nationalnotary.org
Prod. No. 5907
Reorder: Call TolI.Free 1-800.878-6827
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State of California
County of Los Angeles
On 10/19/07 before me, M. Gonzales, Notary Public,
personally appeared C.K. Nakamura personally known to me
(or proved to me on the basis of siJtisfactory evidence) to be the personEs}-
. I
whose nameEs} is/are subscribed to the within instrument and
acknowledged to me that fleIshe/they- executed' the same in flisIher/#leH:..
authorized capacityEfes-), and that by hisfher/tAeif signatureEsj on the
instrument the persohEs}; or the entity upon behalf of which the personEsj
acted, executed the instrument. .
WITNESS my hand and official seal.
:!:!n!~
I
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State of California
County of Los Angeles
On 10/19/07 before me, M. Gonzales, Notary Public,
I
personally appeared C.K. Nakamura personally known to me
(or provcd to mc on the bJsis of SJtisf6ctory evidence) to be the personEs1-
whose nameEs1 is/are subscribed to the within instrument and
acknowledged to me that he! she/they- executed' the sa me in ffisfher /#leH:..
authorized capacityfies-), and that by ~her/tAetf signature~ on the
instrument the persohEs}, or the entity :upon behalf of which the personEsj
acted, executed the instrument.
WITNESS my hand and official seal.
r/J1JJo .
M. Goniales ~
State of California
County of Los Angeles
On 10/19/07 before me, M. Gonzales, Notary Public,
personally appeared c. K. Nakamura personally known to me
(or proved to me on the basis of satisfactory evidence) to be the personEsT
whose name~ is/are subscribed to the within instrument and
acknowledged to me that hefshe/they- executed the same in ffislher/tAeU:-.
authorized capacity{ies-), and that by ffisfher/OOf signatureEsj on the
instrument the personEs];- or the entity upon behalf of which the personEst
acted, executed the instrument. '
WITNESS my hand and official seal.
~!!TAJ
THE AMERICAN INSTITUTE OF ARCHITECTS
AlA Document A311
labor and Material Payment Bond
THIS BOND IS ISSUED SIMULTANEOUSLY WITH PERFORMANCE BONO IN FAVOR OF THE
OWNER CONDITIONED ON THE fULL AND fAITHFUL PERFORMANCE OF THE CONTRACT
KNOW All MEN BY THESE PRESENTS: that
\He,e in.e" full name and add,.." 0' lecal hlle o. Contrac'o,)
PARSONS WATER & INFRASTRUCTURE, INC.
5390 Triangle Parkway, Suite 100, Norcross, GA 30092
as Principal, hereinafter called Principal, and.
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
1400 American Lane, Schaumburg, IL 60196-1056
FEDERAL INSURANCE COMPANY
15 Mountain View Road, Warren, NJ 07061
ZURICH AMERICAN INSURANCE COMPANY
1400 American Lane, Schaumburg, IL 60196-1056
as Surety, hereinafter called Surety, are held and firmly bound unto
(He,e in.e,r full name and add,.... 0' lecal hI Ie of Owne,)
CITY OF AUGUSTA
360 Bay Street, Suite 100, Augusta, GA 30901
as Obligee. hereinafter calred Owner, for the use and benefit of claimants as hereinbelow deiined. in the
amount of Sixty Nine Million Nine Hundred Twelve Thousand Thirty Three and
00/100ths Dollars ($ 69,912,033.00 ),
for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators,
successors and assigns, jointly and severally, firmly by these presents.
WHEREAS,
Principal has by written agreement dated October 1, 2007 , entered into a contract with Owner for
CHere .nsert lull name, address olnd description of projeclI
JB Messerly Water Pollution Control Plant Master Plan Implementation Phase 1 Contract Two (80130)
iri accordance with Drawings and Specifications prepared by
(He,e insert lull name and addre.. or lecal ri.l. of Atchi'ecU
which contract is by reference made a part hereof, and is hereinafter referred to as the Contract.
AlA DOCUMENT A311 . PERfORMANCE BOND AND lABOR AND MATERIAL PAYMENT BONO . AlA <!
FEBRUARY 1970 EO.. THE AMERICAN INSTITUTE Of :\RCHITECTS. 1735 N.Y. AVE., N.W., WASHINGTON, D. C. 20006
3
LABOR AND MATERIAL PAYMENT BOND
NOW, THEREfORE. THE CONDITION Of THIS OBtlGA TlON is such that, if Principal shall promprly make payment to all
claimants a.. hereinafter defined, for all labor and marerial u~ed or reasonably required for use in the performance of rhe
Contract, rhen ih;s obligation sh.1I1 be void; otherwise ir shall 'remain in full force and effect, subject, however, to rhe fol-
lowing conditions:
1. ^ claimant is defined as one having a direct con-
tract wirh the Principal or with a Subcontractor of rhe
Principal for labor, marerial, or borh, used or reasonably
required for IJse in the performance of the Contract.
I..bor and material being con~lrued to include that part of
water, g..s. power. light. heat, oil. gasoline. telephone
service or rental of equipment directly applicable ro the
Contract.
2. The above named Principal and Surety hereby
jointly and severally agree with the Owner that every
claimant as herein defined, who has not been paid in
full before the expirarlon of, a period of ninety (901
days arter the date on which the last of such c1aim.lnt's
work or labor wu done or performed, or materiells wert'
furnished by such claimant, may sue on this bond for
the use of such claimant. pro~ecute the suit to final
judgment for such ~um or sums as may be justly due
cl.1imant, and have execution thereon. The Owner shall
not be (iable for the payment of any costs or expenses
of any such suil.
3. No suit or action shall be commenced hereunder
by any claimant:
al Unless c1Jimant, other rhJn one having a direct
conlract With the PrinCipal, shall have given written
nollce to clny two of the followmg: the Principal, the
Owner. or rhe Surety above named, wilhin ninety (90)
days ether such c1ellmant did or performed rhe last of
the work or labor. or furnished the last of the marerials
for which said claim is made. stahng with substantial
Signed and sealed this
19th
day of
accuracy the amount claimed and rhe name of rhe party
to whom rhe marerials were furnished, or for whom
the work or labor was done or performed. Such norice
sha/l be served by mailing rhe same by registered mail
or cerrified mail, postage prepaid, in an envelope ad-
dressed to the Principal. Owner or Surety, at any place
where an office is regularly maintained for the rrans-
action of business, or served in any melnner in which
legal process m..y be served in the state in which the
aforesaid project is located. save thar such service need
not be made by a public officer.
bl After the expiration of one (11 year following the
date on which Principal ceased Work on said Contract,
it being understood, however, that if clny limitation em-
bodied in rhis bond is prohibited by ;lOy law conrrolling
the construction hereof such limitation shall be deemed
to be amended so. as to be equal to ihe minimum period
of limiteltion permilled by such law.
c) Other rhan in a stare court of competent jurisdiction
in and for rhe county or (lther political subdivision of
the state in which the Project. or any part thereof, is
situated, or in the Unired Stares District Court for the
district in which the Project, or any part thereof, is sit-
uated. and not elsewhere. .
4. The amount of this bond shall be reduced by and
to the extent of any payment or payments made in good
failh hereunder, inclusive of the payment by Surery of
mechanics' liens whjch may be filed of record against
said improvement, whether or not claim for the amount
of such lien be presented under and against rhis bond.
;' 1.1
October
,
2007
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PARSONS WATER & INFRASTRUCTURE, INC.
! (PrmClpctil
VV'\ )~
Ian R. Thomsen, (Tille" Vice President
I
(Sr.1I
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FIDELITY AND DEPOSIT COMPANY OF MARYLAND
FEDERAL INSURANCE COMPANY
ZURICH AMERICAN INSURANCE COMPANY
I {Surc'/yl
~.
C.K. NakamuratTillc" Attorney-in-Fact
~'~~
Mike Mayberry tW" C"'I ~
1)<.0.11
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AlA DOCUMENT A]1t . "EKHJRMANCE SOND' ^,,~D LABOK "NO MMEKIAl PAYMENT BONO . AlA ~
F(BKUAKY 1'170 ED.' THE AMERICAN IN~TITUn OF ARCHITEClS. 17J'i N Y. AVE., NW.. WASHIN(.TON. D. C. l(l(l()(.
4
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
~,~, ".
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. . -' ~, ~ ~' ~~~J'tX>J'tX>J'tX>~~J'tX>:e<'~~~;G<;-K;<.~:?!W~
,<' ,~
State of California
}ss
County of
Los Angeles
~
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On October 30, 2007
Date
Ladene Marie McLoughlin, Notary Public 'J
before me,
Name and Title of Officer (e.g., "Jane Doe. Notary Publicl
personally appeared Ian R. Thomsen
Name(s) of Signer(s)
I
KI personally known to me
o proved to me on the basis of satisfactory
evidence
'lADENE MARIE MCLOUGHLIN
Commission # 1 524314
Notary Public - California ~
Los Angeles County -
My Comm. expires Nov 2, 2008
to be the person(s) whose name(s) is/are
subscribed to the within instrument and
acknowledged to me that he/shelthey executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
~,
.1
~
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
r'
Iitle or Iype of Oocument:-
Document Date:
Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name:
o Individual
o Corporate Officer - litle(s):
o Partner - 0 Limited 0 General
o Attorney-in-Fact
o Trustee
o Guardian or Conservator
o Other:
Top of thumb here
Signer Is Representing:
~', -. ..".. '" "'. :.>:
@ 1999 National Notary Association. 9350 De Soto Ave.. P.O. Box 2402 . Chatsworth. CA 91313~2402. www.nationalnotary.orgProd.No. 5907
Reorder: Call Toll-Free 1-8()(}'876.6827
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State of California
County of Los Angeles
On 10/19/07 before me, M. Gonzales, Notary Public,
personally appeared c. K. Nakamura personally known to me
(or proved to me on the basis of satisfactory evidence) to be the personEsT
whose name(-s:} is/are subscribed to the within instrument and
acknowledged to me that fle{she/rhey- executed' the same in ffis/her/tAeiJ:..
authorized capacityEfes-), and that by flisfher/tAeif signatureEsj on the
instrument the persohEs];- or the entity upon behalf of which the personEst
acted, executed the instrument. '
WITNESS my hand and official seal.
. /JrIJh
M. Goniales -~
State of California
County of Los Angeles
On 10/19/07 before me, M. Gonzales, Notary Public,
personally appeared c. K. Nakamura personally known to me
(or proved to me on the bt:lsis of st:ltisft:lctory e'v'idence) to be the personts}-
whose nameEs} is/are subscribed to the within instrument and
acknowledged to me that fleIshe/they- executed the same in 4=HsIher/theH:..
authorized capacityEfes-), and that by flisfher/EAetf signatureEsj on the
instrument the persohEs}; or the entity upon behalf of which the personEst
acted, executed the instrument.
WITNESS my hand and official seal.
ilYl)jo:!t~
M. Gonzales
State of California
County of Los Angeles
On 10/19/07 before me, M. Gonzales, Notary Public,
personally appeared C.K. Nakamura personally known to me
(or proved to me on the bJsis of SJtisfJctory evidence) to be the person{~
whose nameEs] is/are subscribed to the within instrument and
acknowledged to me that hefshe/they- executed' the same in flisIher/tAeH:..
authorized capacityEies-), and that by flisfher/EAeif signatureEsjon the
instrument the personEs}, or the entity upon behalf of which the personEst
acted, executed the instrument.
WITNESS my hand and official seal.
M.~1~
Power of Attorney
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a
corporation of the State of Maryland, by PAUL C. ROGERS, Vice President, and T. E. SJ\1ITH, Assistant Secretary, in
pursuance of authority granted by Article VI, Section 2, of the By-Laws of said com~py, w '!r 'set forth on the reverse
side hereof and are hereby certified to be in full force and effect on the~date hereof d s lijr . nate, constitute and
appoint C. ~. NAKAMU~, of Los Angeles, Califor~a, its true and ,t ol1l9)~~act, ~o make, execute,
seal and deliver, for, and on Its behalf as surety, and as Its a:ct)~:p~~~ al Pll&Qunertakings and the
execution of such bonds or undertakings in purSu~qe;:,6'~~, s~ on said Company, as fully and
amply, to all intents and purposes, as ifth ~..!Jc~<t('tttll~ d ged by the regularly elected officers of
the Company at its office in Ba"~ \, ~ elr ~~~r~. This power of attorney revokes that issued on
behalf of C. K. N dlMc ~n~091~~\..:/
The said Assistant o~~at the extract set forth on the reverse side hereof is a true copy of Article VI,
Section 2, of the By- '" C~~any, and is now in force.
IN WITNESS wiI-€J OF, the said Vice-President and Assistant. Secretary have hereunto subscribed their names and
affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 3rd day of October,
AD. 2003.
"
ATTEST:
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
~v~
By:
Assistant Secretary Paul C. Rogers
~
T. E. Smith
Vice President
State of Maryland }SS'
City of Baltimore .
On this 3rd day of October, A.D. 2003, before the subscriber. a Notary Public of the State of Maryland, duly
commissioned and qualified, came PAUL C. ROGERS, Vice President, and T. E. SMITH, Assistant Secretary of the
FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers
described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being
by me duly sworn, severally and each for himself deposeth and saith. that they are the said officers of the Company aforesaid,
and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal
and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of
the said Corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above
written.
~,/U0
Dennis R. Hayden Notary Public
My Commission Expires: February 1, 2005
POA-F 012-3265M
EXTRACT FROM BY-LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND
"Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice-President, or any of the Senior
Vice-Presidents or Vice-Presidents specially authorized so to do by the Board of Directors or by the Executive Committee,
shall have power, by and with the concurrence of the Secretary or anyone of the Assistant Secretaries, to appoint Resident
Vice-Presidents, Assistant Vice-Presidents and Attorneys-in-Fact as the business of the Company may require, or to
authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations,
policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in
the nature of mortgages,...and to affix the seal of the Company thereto."
CERTIFICATE
I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify
that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that
the Vice-President who executed the said Power of Attorney was one of the additional Vice-Presidents specially authorized
by the Board of Directors to appoint any Attorney-in-Fact as provided in Article VI, Section 2, of the By-Laws of the
FIDELITY AND DEPOSIT COMPANY OF MARYLAND.
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the
Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on
the 10th day of May, 1990.
RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically
reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Compaq.y, whether made heretofore or
hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and
binding upon the Company with the same force and effect as though manually affixed."
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company,
this
19th
day of
October
2007
ofd~
Assistallt Secretary
~
Chubb
Surety
POWER
OF
ATTORNEY
F~erall-:,surance Company
Vigilant Insurance Company
Pacific Indemnity Company
AUn: Surety Department
15 Mountain View Road
Warren, NJ 07059
cHUBB
Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE
COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wisconsin cOfl~oration, do each hereby constitute and
~point E.S. Albrecht, Jr., Tracy Aston, Joyce Herrin, M.R. Mayberry, C.K. Nakamura, Maria Pena and Lisa L.
Thornton of Los Angeles, California
each as their true and lawful Attorney- in- Fact to ,execute under such designation in their names and to affIX their corporate seals to and deliver for and on their behalf as
surety thereon or otherwise, bonds and undertakings and other writings obligatory in the nature thereof (other than bail bonds) given or executed in the course of business, and
any instruments amending or altering the same, and consents to the modification or alteration of any instrument referred to in said bonds or obligations.
In WItness Whereof, said FEDERAL INSURANCE COMgr,NY, VIGILANT I~SURANCE COMPANY, and PACIFIC INDEMNITY COMPANY ha~ each executed and attested
these presents and affIXed their corporate seals on this 4 day of Apnl, 2006 .
.
L721Ld. /
J(enneth C. Wendel, Assistant secreta~
~p ~G~)
J . P. mith, Vice President
STATE OF NEW JERSEY
County of Somerset
On this 4th day of April, 2006 before me, a Notary Public of New Jersey, personally came Kenneth C. Wendel, to me
known to be Assistant Secretary of FEDERAl INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY, the companies which
executed the foregoing Power of Attomey, and the said Kenneth C. Wendel, being by me duly sworn, did depose and say that he Is Assistant Secretary of FEDERAl
INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof, that the seals affIXed to the
foregoing PO'Ner of Attomey are such corporate seals and were thereto affIXed by authority of the By- Laws of said Companies; and that he signed said Power of Attorney as
Assistant Secretary of said Companies by like authority; and that he is acquainted with John P. Smith, and knows him to be Vice President of said Companies; and that the
signature of John P. Smith, subscribed to said Power of Attorney is in the genuine handwriting of John P. Smith, and was thereto subscribed by authority of said By- Laws and
in deponent's presence.
ss.
Notarial Seal
KAREN A. EDER
Nofary Public, Stat. of New Jereef
No.2231~7
Commission Expires Od. 28, 2009
'UUuLClQIdtL
Notary Public
"All powers of attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company, either by the Chairman or the
President or a Vice President or an Assistant Vice President, jointly with the Secretary or an Assistant Secretary, under their respective designations. The
signature of such officers may be engraved, printed or lithographed. The signature of each of the following officers: Chairman, President, any Vice President,
any Assistant Vice President, any Secretary, any Assistant Secretary and the seal of the Company may be affIXed by facsimile to any power of attorney or to any
certi(icate relating thereto appointing Assistant Secretaries or Attorneys- in- Fact for purposes only of executing and attesting bonds and undertakings and other
writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facslmiie seal shall be vaiid and
binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the
Company with r'espect to any bond or undertaking to which it is attached." '
I, Kenneth C. Wendel, Assistant Secretary of FEDERAl INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY
(the "Companies") do hereby certify that
(i) the foregoing extract of the By- Laws of the Companies is true and correct,
(ii) the Companies ara duly licansed and authorized to transact surety business in all 50 of the United States of America and the District of Columbia and are
authorized by the U.S. TreaSllY Department; further, Federal and Vigilant are licensed, in Puerto Rico and the U.S. Virgin Islands, and Federal is licensed
in American Samoa, Guam, and each of the Provinces of Canada except Prince Edward Island; and
(Iii) the foregoing Power of Attomey is true, correct and in full force and effect.
Given under my hand and seals of said Companies at Warren, NJ this
October 19, 2007
L~fe ~~~
" Kenneth C. endel, Assi tant Secretary
IN THE EVENT YOU WISH TO NOTIFY-US OF A CLAIM, VERI.FY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER
MATTER, PLEASE CONTACT US AT ADDRESS LISTED ABOVE, OR BY Telephone (908) 903- 3493 Fax (908) 903- 3656
e-mail: surechubb.com
ZURICH AMERICAN INSURANCE COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY TIIESE PRESENTS, that the ZURICH AMERICAN INSURANCE COMPANY, a corporation created by and existing
under the laws of the State of New York does hereby nominate, constitute and appoint C. K. NAKAMURA, of Los Angeles, California, its
true and lawful Attorney-In-Fact with power and authority hereby conferred to sign, seal, and execute in its behalf, during the period beginning
with the date of issuance of this power,: any and all bonds and undertakings, recognizances or 0 ~tten obligations in the
nature thereof, and to bind ZURICH AMERICAN INSURANCE COMPANY thereby, and all of th c ~ ~q\gtterney[ s ]-in-Fact pursuant
to these presents are hereby ratified and confirmed. This Power of Attorney is made e e to y the authority of the
following By-Law duly adopted by the Board of Directors of the Company whO een e dedo
Article VI, Section 5. "...The President or a Vice President in a ssistant Secretary may
appoint any person Attorney-In-Fact with authority t e Q n s 0 any and other formal underwriting
contracts in reference thereto and reinsuran ts a:~ g to' . u r a bonds ofall kinds and attach th,e corporate
seal. Any such officers may revo e ea ~o ct. '
This Power of Attorney is s' ~e by - y the authority of the following Resolution adopted by the Board of
Directors of the ZURICH ANY by unanimous consent in lieu of a special meeting dated December 15,
1998 0
" RESOLVED, that the ~~ the President or a Vice President and the attesting signature of a Secretary or an Assistant
Secretary and the seal of the Company may be affixed by facsimile on any Power of Attorney pursuant to Article VI, Section 5 of the
By-Laws, and the signature of a Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any
certificate of any such power. Any such power or any certificate thereof with such facsimile signature and seal shall be valid and
binding on the Company. Furthermore, such power so executed, sealed and certified by certificate so executed and sealed shall, with
respect to any bond or undertaking to which it is attached, shall continue to be valid and binding on the Company. "
IN WITNESS WHEREOF, the ZURICH AMERICAN INSURANCE COMPANY has caused these presents to be executed in its name and on
its behalf and its Corporate Seal to be hereunto affixed and attested by its officers thereunto duly authorized, this 9th day of January, A.D.
2004. This power of attorney revokes that issued on behalf of C. K. NAKAMURA; dated August 31, 2000.
",'.......1..1'
,., ~ INS(/, ....
~..~v ......u....~4l''..
i.$l".~o~~1tif~...... (') '\
-~: :!:' 't:l. ~.
:C([ ~ -.- io:
::c \ }Oi
~9,... 1998 !~::
~~'..... ........~I
~.'?~ ~.,..... 't-~...'
.''''", * ,..t."~
.......... STATE OF MARYLAND}
ss:
CITY OF BALTIMORE T. E. Smith Secretary Paul C. Rogers Vice President
On the 9th day of January, A.D. 2004, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came
the above named Vice President and Secretary of ZURICH AMERICAN INSURANCE COMPANY, to me personally known to be the
individuals and officers described in and who executed the preceding instrument and they each acknowledged the execution of the same and
being by me duly sworn, they severally and each for himself deposed and said that they respectively hold the offices in said Corporation as
indicated, that the Seal affIXed to the preceding instrument is the Corporate Seal of said Corporation, and that the said Corporate Seal, and their
respective signature as such officers, were duly affixed and subscribed to the said instrument pursuant to all due corporate authorization.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year .first above.
ZURICH AMERICAN INSURANCE COMPANY
~V~
By:
fY~
Notary Public My Commission Expires: February 1, 2005
This Power of Attorney limits the acts of those named therein to the bonds and undertaking specifically named therein, and they have no
authority to bind the Company except in the manner and to the extent herein stated. '
CERTIFICATE
I, the undersigned, a Secretary of the ZURICH AMERICAN INSURANCE COMPANY, do hereby certify that the foregoing Power of
Attorney is still in full force and effect, and further certify that Article VI, Section 5 of the By-Laws oftheCompany and the Resolution of the
Board of Directors set forth in said Power of Attorney are still in force. .,...;;tiNS(;"""
IN TESTIMONY WHEREOF I have hereto subscribed my mune a..TJ.d affixed the seal of said Company i'~v .....;,;;;;;;.~'~
. " ~''d~ f!/~":.Y;\~!
i =::ct 'a.
the 19th dayof October,. 2007 " \.', . \~\ 1998 /~j
, ~~ /~I
I ~~"<,,. ...............')..~.~~
1. 1. Goucher Secretary "'" * ......
~'.............
POA-Z ZA 012-3265A
Serial Number: RP2004January09ZA 012-3265A
'.
Augusta CMAR Agreement 08-15-07 JB Messerly WPCP
AGREEMENT
Made this day of
Agreement Between
OWNER and Construction ManaQer At Risk
in the year of Two Thousand and
BETWEEN The OWNER: Augusta, Georgia
And the Construction Manager (hereinafter referred to as the "CM"): PARSONS WATER &
INFRASTRUCTURE INC.
For Construction Management At Risk Services pursuant to a Guaranteed Maximum Price in connection with
the Project known as: JB MESSERLY WATER POLUTION CONTROL PLANT 2003 MASTER PLAN
IMPLEMENTATION PHASE I
CONTRACT TWO (80130)
. As further described in Article 3:
.
The OWNER and CM, in consideration of their mutual covenants herein, agree as set forth below:
.
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Augusta CMAR Agreement 08-15-07 JB Messerly WPCP
TABLE OF CONTENTS
Article:
1. Relationship of the Parties. ........................................................... ...... ...................................... 3
2. Project Definition. .............................................................. ............................ ............................ 5
3. Construction Manager's Basic Services. . ............................................................................. 11
4. Duration of the Construction Manager's Services.........................................,......................... 24
5. OWNER's Responsibilities. ....,..... ......... ................................. ...................... ............. ......... ..... 25
6. Compensation for CM Services and Payment. . .................................................................... 27
7. Insurance and Mutual Indemnity. . .........................................................................................34
8. Termination and Suspension.... ........................................... .................................... ............... 35
9. Additional Provisions. . ......... ......................... ...................... ....... ............................... ............. 37
10. Special Guaranteed Maximum Price Provisions. ........,..........................................................39
11. Additional Conditions....................... ,............................................................ .........41
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Augusta CMAR Agreement 08-15-07 JB Messerly WPCP
ARTICLE 1
RELATIONSHIP OF THE PARTIES
1.1 OWNER and Construction Manager
The CM and the OWNER shall perform as stated in this Agreement and each accepts the relationship
between them that is established by this Agreement.
1.1 Standard of Care
The CM covenants with the OWNER to furnish its skill and judgment in constructing this Project with due
care in accordance with applicable federal, state, and local laws and regulations that are in effect on the date
of this Agreement first written above.
1.2 OWNER, Program Manager and Designer
The OWNER has contracted separately with CH2M HILL, Inc. for Program Management services and
Messerly Design Group, LLC to provide engineering design for the Project. The Project is defined in Article 2
of this Agreement.
1.3 OWNER and Subcontractors
The CM is to contract directly with such Subcontractors as may be necessary for construction or supply of
the Project. All such contracts shall be issued consistent with the applicable provisions of this Agreement.
1.4 Relationship of the eM to the ENGINEER and Other Project Participants
In providing construction management services described in this Agreement, the CM shall endeavor to
maintain a working relationship with the ENGINEER and PROGRAM MANAGER The ENGINEER is solely
responsible for the Project design and shall perform in accordance with the ENGINEER agreement with the
OWNER and nothing in this Agreement shall be construed to mean that the CM is responsible for the design
of the Project or that the CM assumes any of the contractual or customary duties of the ENGINEER or any
other persons or parties not specified by this Agreement.
1.5 Plant Operations CM's services will be coordinated in a manner which will not adversely affect the
OWNER's ability to maintain ongoing operations and to minimize interference throughout the course of this
Agreement. OWNER will assist CM in identifying specific operational needs, permitting restraints, applicable
law requirements, site conditions, and providing other information applicable to plant operations, and will
cooperate with CM in the implementation of the plans for the sequencing of construction. In the event
operations will be changed in a manner that will interfere with CM's planned performance, the OWNER will
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Augusta CMAR Agreement - 08-23-07 JB Messerly WPCP
give the CM advanced notice of the change and will work with the CM to minimize the effect on the
construction.
1.6 Equal Opportunity Employer: CM warrants that it is an Equal Opportunity Employer and shall comply
with applicable regulations governing equal employment opportunity. Neither CM nor any of its contractors
shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical
handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational
qualification pursuant to State or Federal law.
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.
ARTICLE 2
PROJECT DEFINITIONS
2.1 Definitions.
Terms used in this Agreement and Contract Documents shall have the meaning as set forth in this Section,
which are applicable to both the singular and plural thereof:
Addenda - Any changes, revisions or clarifications of the Contract Documents which have been duly issued
by OWNER or CM to prospective Bidders prior to the time of opening of Bids.
Agreement - This written instrument between OWNER and CM covering the Work to be performed. Along
with the Exhibits, General Conditions, Supplemental General Conditions and other Contract Documents, they
represent the entire and integrated agreement between the Parties and supersede prior negotiations,
representation or agreements, either written or oral.
.
Allowance - For the purposes of the GMP and the Contract Documents, "Allowance"shall mean a stated
requirement of the Contract Documents and or the GMP Proposal whereby a specified sum of money is
incorporated, or allowed, into the GMP in order to sustain the cost of a stipulated material, piece of
equipment, or other cost of the construction work. Allowances are to cover "known" but unquantifiable items
covered in the GMP as provided herein or the GMP Proposal.
Amendment - A written modification of the Contract Documents, agreed to and signed by OWNER and CM
on or after the Effective Date of the Agreement.
Application for Payment -The form accepted by PROGRAM MANAGER which is to be used by CM in
requesting progress or final payments and which is to include such supporting documentation as reasonably
required by OWNER and/or PROGRAM MANAGER.
AUO - The Augusta Utilities Department acting for and on behalf of the OWNER.
Bid - The offer or proposal of the bidder submitted on the prescribed form setting forth the price(s) for the
Work to be performed.
Bonds - Bid, performance and payment bonds and other instruments of security furnished by CM and its
Surety in accordance with the Contract Documents.
. CM or CONSTRUCT/ON MANAGER - Construction Manager furnishing Construction Management At Risk
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Services, PARSONS WATER & INFRASTRUCTURE INC.
Change Order - A document recommended for approval by ENGINEER and PROGRAM MANAGER and
then mutually agreed upon by CM and OWNER that authorizes an addition, deletion or revision in the Work,
or an adjustment in the Contract Price or the Contract Time, issued after the Effective Date of the
Agreement.
Contract Documents - The Agreement and all Drawings, Specifications, Plans, Technical Reports and
Drawings of subsurface and physical conditions and the OWNER's and ENGINEER'S written interpretations
and clarifications issued, addenda, amendments, other contract modifications, or other documentation
incorporated into any of them, the Cost Estimate used to develop the GMP; all bid packages (including
documentation accompanying the Bid and any post-Bid documentation submitted prior to the Notice to
Proceed); the Schedule; other documents listed in this Agreement; Certificates of Insurance; Notice to
Proceed; modifications and Change Orders issued after execution of this Agreement. The terms and
conditions of the Preconstruction Services Agreement between the OWNER and CM are incorporated to the
extent necessary to reflect the understanding and intentions of the parties. The order of precedence of the
Contract Documents shall be as follows: the Agreement shall govern over the General Conditions and
Supplemental General Conditions and the Supplemental General Conditions shall govern over the General
Conditions.
CONTRACTOR - Contractor when used in the General Conditions is the Construction Manager (CM) and
refers to Parsons Water & Infrastructure Inc.
Contract Price - The moneys payable by OWNER to CM under the terms of the Contract Documents as
stated in the Agreement; the Guaranteed Maximum Price (GMP).
Contract Time - The number of calendar days or the date stated in the Agreement and any extension
provided for under the Agreement for the completion of the Work.
Cost of the Work - The cost of performing the Work as defined in Article 6, Section 6.0 Cost of Work of this
Agreement, but not the items expressly excluded under Article 6, Section 7.0 of this Agreement.
County - Richmond County, Georgia, political subdivision of the State of Georgia, the Augusta-Richmond
County Commission, and its authorized designees, agents, or employees.
. Day - Either a working day or calendar day as specified in the Agreement. If a calendar d!3y falls on a legal
holiday, that day will be omitted from the computation. Legal Holidays include: New Year's Day, Martin
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Augusta CMAR Agreement - 08-23-07 JB Messerly WPCP .
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Luther King Day, Good Friday, Memorial Day, 4th of July, Labor Day, Thanksgiving Day and the following
Friday, Christmas Eve, and Christmas Day.
Defective - An adjective which, when modifying the word "Work", refers to Work that is unsatisfactory, faulty,
deficient, does not conform to the Contract Documents, or does not meet the requirements of
OWNERS'IPROGRAM MANAGERS' inspection, referenced standard, test or approval required by the
Contract Documents, or which has been damaged prior to PROGRAM MANAGER'S recommendation of final
payment to the CM or any Subcontractor or Supplier for whom the CM is responsible, unless responsibility
for the protection thereof has been previously assumed by OWNER upon Substantial Completion.
ENGINEER or Designer - The design engineer, MESSERLY DESIGN GROUP, LLC also referred to as
PROFESSIONAL.
Drawings - The drawings which show the character and scope of the Work to be performed and which have
been prepared by ENGINEER and are referred to in the Contract Documents.
Effective Date of the Agreement - The date indicated in the Agreement on which it becomes effective, but if
no such date is indicated it means the date on which the Agreement is signed by the Mayor of Augusta,
. Georgia and notice is given to the CM that the Agreement has been signed.
Field Order - A written order issued by PROGRAM MANAGER that modifies Drawings andlor Specifications,
but does not include a modification in scope or schedule and therefore does not involve a change in the
GMP or the Contract Time.
Final Completion - The completion of the project in its entirety, including inspections, Substantial
Completion, completion of punch list requirements, cataloging of operation and maintenance requirements,
successful start-up of operations, delivery of Record Drawings and Warranties, and all other requirements
specified in the Contract Documents.
Force Majeure - CM is not responsible for damages or delay in performance caused by acts of God, strikes,
lockouts, accidents, or other events beyond the control of CM.
General Conditions - Refers to the Augusta General Conditions attached as Exhibit A.
General Requirements - Refers to Division I of the Construction Specifications.
. Guaranteed Maximum Price ("GMP'J - GMP means the total sum of the Cost of Work plus the Fixed Fee,
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Augusta CMAR Agreement - 08-23-07 JB Messerly WPCP
. Fixed General Conditions work, and any applicable Georgia State Sales Tax.
.
.
Laws or Regulations - Laws, rules, regulations, ordinances, codes and/or orders of governmental
instrumentalities having jurisdiction over the Project.
Local Business - Means locally owned Businesses. Contractors, subcontractors, material vendors and other
construction service providers. A local contractor, sub-contractor, material vendor or service provider is
defined as a business which: 1.) has had a fixed office or distribution point located in and having a street
address within Augusta for at least six (6) months; 2.) holds any business license required by the Augusta-
Richmond County Code; and 3.) employs at least one (1) full time employee, or two (2) part time employees
whose primary residence is in Augusta, or if the business has no employees, the business shall be at least
fifty percent (50%) owned by one or more persons whose primary residence is in Augusta.
Notice of Award - The written notice by OWNER to the CM that upon compliance with the conditions
precedent enumerated therein, within the time specified, OWNER will sign and deliver the Agreement.
Notice to Proceed - A written notice given by OWNER to CM (with a copy to PROGRAM MANAGER) fixing
the date on which the Contract Time will commence to run and on which CM shall start to perform its
obligations under the Contract Documents and Amendments thereto. The OWNER shall issue the Notice to
proceed within 30 days of the Effective Date of this Agreement.
OWNER - Augusta, Georgia
Partial Utilization - Placing a portion of the Work in service for the purpose for which it is intended or for a
related purpose before reaching Substantial Completion for all the Work.
Plant Operations Manager- Currently the OWNER has a contract with OMI, Inc. to operate and manage the
J. B. Messerly Water Pollution Control Plant.
PROGRAM MANAGER - CH2M HILL. Inc., representative of the OWNER as PROGRAM MANAGER for
the Benchmark 2010 Program and who is authorized to make decisions under this Agreement on behalf of
the OWNER and act as liaison between OWNER and both the ENGINEER and CM for this Work.
Project - The term "Project" when used in the Agreement shall mean the total construction of which the Work
may be a whole or part of the Project. The term "Work" required for the "Project" used in this Agreement
shall mean the various parts of total construction to be performed under this Agreement.
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Augusta CMAR Agreement - 08-23-07 JB Messerly WPCP
Project - JB MESSERLY WATER POLUTION CONTROL PLANT 2003 MASTER PLAN IMPLEMENTATION
PHASE 1, CONTRACT TWO (80130)
Project Area - The area within the specified Contract Limits as defined on the Drawings and Contract
Documents where the improvements contemplated herein are to be constructed in whole or in part under this
Agreement.
Project Management Team (PMT) - duly authorized representatives from the OWNER, the ENGINEER,
Plant Operations Manager and the PROGRAM MANAGER.
Resident Project Representative - The authorized representative of PROGRAM MANAGER who is assigned
to the site or any part thereof.
Shop Drawings - All drawings, diagrams, illustrations, schedules and other data which are specifically
prepared by or for CM to illustrate some portion of the Work and all illustrations, brochures, standard
schedules, performance charts, instructions, diagrams and other information prepared by a Supplier and
submitted by CM to illustrate material or equipment for some portion of the Work.
Specifications - Those portions of the Contract Documents consisting of written technical descriptions of
materials, 'equipment, construction systems, standards and workmanship as applied to the Work and certain
administrative details applicable thereto.
Subcontractor - An individual, firm or corporation having a direct contract with CM for the performance of a
part of the Work.
Substantial Completion -The Work (or a specified part thereof) has progressed to the point where, in the
opinion of PROFESSIONAL as evidenced by PROFESSIONAL's definitive certificate of Substantial
Completion, it is sufficiently complete, in accordance with the Contract Documents, so that the Work (or
specified part) can be used for the purposes for which it is intended, or if there be no such certificate issued,
when final payment is due in accordance with paragraph 14.13 of the General Conditions. The terms
"substantially complete" and "substantially completed" as applied to any Work refer to Substantial
Completion thereof.
Supplemental General Conditions - Part of the Contract Documents amending and supplementing the
General Conditions included in attached Exhibit A.
Supplier - A manufacturer, fabricator, supplier, distributor, material man or vendor furnishing materials,
equipment or supplies to be incorporated into the Work.
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Augusta CMAR Agreement - 08-23-07 JB Messerly WPCP
Technical Data - Includes among other things reports of explorations and tests of subsurface conditions at or
contiguous to the site that have been utilized in preparing the Contract Documents and those drawings of
physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site.
Unit Price Work - Work to be paid for on the basis of unit prices.
Work - The entire completed construction or the various separately identifiable parts thereof required to be
furnished under the Agreement. Work is the result of performing services, furnishing labor and furnishing
and incorporating materials and equipment into the construction, and furnishing documents, all as required
by the Contract Documents.
Work Change Directive - A written directive to CM, issued by the PROGRAM MANAGER on or after the
Effective Date of the Agreement and signed by OWNER and recommended by PROFESSIONAL, ordering
an addition, deletion or revision in the Work, or responding to differing or unforeseen physical conditions
under which the Work is to be performed as provided in paragraphs 4.2.1 through 4.2.4 or 4.3.1 and 4.3.2 of
the General Conditions or to emergencies under paragraph 6.22 of the General Conditions. A Work Change
Directive mayor may not change the Contract Price or the Contract Time, but is evidence that the OWNER
has required the CM to incorporate the Change into the Work and the parties expect that the change directed
or documented by a Work Change Directive will be incorporated in a subsequently issued Contingency
allocation, Allowance, or Change Order following negotiations by the parties as to its effect, if any, on the
Contract Price or Contract Time as provided in Article 10 of the General Conditions.
Written Amendment - A written amendment of the Contract Documents, signed by OWNER and CM on or
after the Effective Date of the Agreement and normally dealing with the non-engineering or n9n-technical
rather than strictly Work-related aspects of the Contract Documents.
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Augusta CMAR Agreement - 08-23-07 JB Messerly WPCP
ARTICLE 3
CONSTRUCTION MANAGER'S BASIC SERVICES
3.1 CM BASIC SERVICES
The CM shall perform the Basic Services described herein. It is not required that the Basic Services be
performed in the sequence in which they are described.
3.2 PRE-CONSTRUCTION PHASE
The CM is currently performing the pre-construction services set forth in the Pre-Construction Services
Aqreement dated March 22,2007, between the OWNER and the CM which is incorporated by reference
solely to show the context and previous relationship between the Parties.
3.3 CONSTRUCTION PHASE
3.3.1 Project Management
The CM shall designate and specifically identify a Manager (construction manager) for this project. This
Manager's responsibilities include monitoring of labor utilization, maintenance of schedule and budget,
assignment and supervision of staff and all its subcontractors, preparation of construction cost estimates,
regulatory meetings, quality control, bidding and construction of the project, and coordination with the PMT in
a timely and professional manner (including submittal of monthly project progress meeting minutes and other
deliverables). The CM shall be fully responsible for the performance of the Manager and staff, including
subcontractors, for this Work.
3.3.1.1 ProieCt Manaqement Plan
The CM will revise the Project Management Plan (PMP) implemented on April 12, 2007 as developed by CM
during the Pre-construction Phase of the project. The CM shall update the PMP as necessary to reflect
changes in approach or philosophy toward execution of the project.
3.3.1.2 Section Intentionally Deleted
3.3.1.3 Pre-Construction Conference
In coordination with the PMT, the CM shall conduct a Pre-Construction Conference during which the CM
shall review the PMP including reporting procedures, site operations and other contractual requirements. As
a minimum, the CM shall anticipate attendance and participation by the following:
1. Owner
2. CM
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3. Engineer
4. Program Manager
5. Plant Operations Manager
6. Augusta Engineering
7. Augusta Subcontractors and/or Vendors as appropriate
3.3.1.4 Onsite Manaqement and Construction Phase Communication Procedures
The CM shall provide and maintain a management team on the Project site to provide contract administration
and the CM shall work with the PROGRAM MANAGER to establish and implement coordination and
communication procedures among the CM, OWNER, ENGINEER, and Subcontractors.
3.3.1.5 Contract Administration Procedures
The CM shall establish and implement procedures for expediting and processing requests for information,
shop drawings, material and equipment sample submittals, Contractor schedule adjustments, change orders, -
substitutes, payment requests and the maintenance of logs. The CM shall maintain daily job reports.
3.3.1.6 Siddinq Services and Evaluations
The CM shall administer the bid and award process for any subcontract work packages not already bid
during the GMP development. Any inquiries will be appropriately addressed and tracked to ensure all are
responded to. The evaluation and award of bids to contractors/service providers may include the following:
a. Price/Cost Analysis: A comparative bid analysis will be developed by comparing major price
or cost elements among the bidders. The evaluator may also highlight any of the price or
cost items that may be irregular or inappropriate based on cost analysis or comparison with
similar items or historical experience. The result of the evaluation should be a
determination of the best value price offer, the competitive range, and whether or not there
is a need for discussion with one or more offerors in the competitive range. The evaluation
will also include potential price impact on known quantity uncertainties.
b. Technical Evaluation: The technical evaluation will focus on each bidder's technical
competency to perform the work and establishing the technical distinctions between the
proposals, if any, based on the presentation in the offer. This will include safety, quality,
schedule, experience, innovations, resources, etc.
c. Discussions/Neqotiations: Discussions and/or negotiations may be required to clarify price,
scope, approach, schedule, etc.
d. Sest & Final Offers (SAFOs) and Rebids: SAFOs and rebids may be required if in the
interest of the project, such as rescoping to meet the budget. Discussions/negotiations may
be used in place of SAFOs / rebids.
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3.3.1.7 Proiect Site Meetinqs
The CM shall regularly conduct meetings at the Project site with each Subcontractor and PMT's staff as
outlined in the PMP throughout the construction phase. The CM shall record, transcribe and distribute
minutes to subcontractors and PMT Meetings to include (as examples):
a. Pre-construction
b. Mobilization
c. Safety I Kickoff
d. Project Management Team
e. Construction Manager-Subcontractor Progress
f. Owner-Construction Manager-Subcontractor Coordination
g. Pay Application
h. Pre-installation
i. Start-up I Training Coordination
j. Quality Review
3.3.1.8 Coordination of OWNER Provided Independent Testinq and Inspection
Independent technical inspection and testing provided by OWNER under the direction of PROGRAM
MANAGER shall be coordinated with the CM. The CM shall be provided with a copy of all inspection and
testing reports on the day of the inspection or test or when issued. The CM is not responsible for providing,
nor does the CM control, the actual performance of OWNER provided technical inspection and testing. The
CM is performing a coordination function and is not acting in a manner so as to assume responsibility, in part
or in whole, for all or any part of such inspection and testing.
3.3.1.9 Review of Requests for Chanqes to the Contract Time and Price
The CM shall review the contents of a request for changes to the construction contract time or price
submitted by a Subcontractor, assemble information concerning the request and endeavor to determine the
cause of the requests. In instances where the CM's analysis reveals that the request is valid, the CM shall
prepare a detailed report and submit such report to the PROGRAM MANAGER for review. The PROGRAM
MANAGER will review and make a recommendation to the OWNER regarding the disposition of the request
within thirty (30) days of receipt. If the change modifies this Agreement immediately or in the future the CM
shall prepare the necessary change order documents for signing by the CM and OWNER.
3.3.1.10 Quality Review
The CM shall designate an onsite fulltime QNQC Manager for this project. The QNQC Manager shall
develop a site specific QNQC plan (QPlan).The project QNQC Manager shall be charged the responsibility
of the QP's implementation and documentation of current QNQC activities. An update on all QNQC
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activities shall be reported in Monthly Status Reports. All work performed by the CM and their
subcontractors shall be in accordance with the QPlan. QAlQC Manager shall coordinate all materials testing
activities with the PMT and the owner procured independent testing laboratory. The QA/QC Manager, in
coordination with the construction manager, shall verify locations, elevations, etc. of existing and new
construction and shall periodically incorporate the services of a surveying firm for this confirmation.
Except for minor variations as stated herein, the CM is not authorized as part of this service to change,
evoke, enlarge, relax, alter, or to release any requirement of the Contract Documents or to approve or accept
any portion of the Work not performed in accordance with the Contract Documents.
3.3.1.11 Safety Plan
CM shall complete development of and implement a site specific safety plan for the project. The safety plan
shall be developed using Parsons SHARP program and shall include the integration of the subcontractor's
work scope, plant specific safety requirements, and security plans. CM shall, as a part of the overall safety
plan, develop and implement a safety awards and recognition program. The program shall include periodic
safety luncheons to recognize and award excellent safety performance as well as provide for incentives for
safe work performance.
3.3.1.12 Partnerinq
The Construction Manager shall prepare the partnering concept and conduct partnering workshops with the
selected trade contractors and the PMT. Services of an outside expert facilitator will be used to develop
partnering principles and approach.
3.3.1.13 Permittinq
The CM shall provide technical support and documentation required for the PMT to complete the regulatory
permit applications for the Project. The PMT shall obtain the regulatory permits. The Construction Manager
shall attend meetings with PMT staff and other regulatory agencies at the federal, state and local levels as
necessary and as requested by the PMT.
All building permits and licenses necessary for the prosecution of the Work shall be procured and paid for by
Construction Manager during the construction phase of the project unless specified otherwise. Costs for
Permit fees will be included in the costs of the GMP. If Construction Manager performs any Work without
obtaining, or contrary to, such permits or licenses, Construction Manager shall bear all costs arising there
from. Construction Manager shall pay all governmental charges and inspection fees necessary for the
prosecution of the Work.
3.3.1.14 Coordination with and Preparation of Owner Procurements
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CM shall provide procurement support to AUD and the Augusta Procurement Department. Work efforts shall
include review of AUD and ENGINEER's documents and specifications, preparation of bid packages,
assistance with bidding, review and vetting of tenders, review and coordination of equipment submittals, and
coordination with installation subcontractors. Procurements and material deliveries shall be coordinated with
the Master Schedule to minimize on site storage requirements and properly fit the construction sequence.
CM shall receive, inspect and store material for Owner Procurements in an appropriate storage facility and
shall coordinate transfer of materials and equipment to subcontractors for installation.
CM shall develop and maintain a stored materials inventory and maintenance log and shall provide in-
storage maintenance as required by equipment operations and maintenance manuals.
3.3.1.15 Proiect Office Facilities
CM shall maintain office facilities, access roads, parking areas, and buildings for CM's staff as well as AUD,
PROGRAM MANAGER, and ENGINEER staff as described in the contract specifications and the general
conditions spreadsheet.
. Access shall be provided by CM for delivery of all chemicals required for plant operations.
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CM shall install and maintain security systems for the project field offices and install and maintain fencing as
necessary to provide security of the operating water pollution control plant facility.
CM shall develop and maintain personnel identification system that will include badges issued to project
personnel. The badges shall identify the personnel employer, include a photograph of the worker, and shall
be issued before an employee begins work on the project.
3.3.1.16 Proqress Photos
CM shall provide project progress photos as described in the project specifications. CM shall provide aerial
photographs of the project site. Aerial photographs shall be taken once per month for the duration of the
proj~ct. CM shall provide two 8 x 10 glossy photographs depicting two different aerial views of the plant site
each month along with 2 CDs containing electronic versions of the photographs to the PMT.
3.3.1.17 Operation and Maintenance Materials
The CM shall receive from the Subcontractors and suppliers of OWNER provided equipment operation and
maintenance manuals, warranties and guarantees for materials and equipment installed in the Project, in
accordance with the Contract Documents.
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3.3.1.18 Substantial Completion
In consultation with the CM, PROGRAM MANAGER, Plant Operations staff, and ENGINEER, the OWNER
shall determine when the Project is substantially complete. The CM shall, prior to a Certificate of Substantial
Completion being issued, prepare a list of work ("Punch List") that does not conform to the Contract
Documents. Upon receipt of the "Punch List", the PMT will conduct a substantial completion inspection and,
as necessary, add to the list. This list shall be attached to the Certificate of Substantial Completion. The CM
shall maintain and update the "Punch List" until all items have been completed and accepted by the PMT.
3.3.1.19 Final Completion
In consultation with the CM, PROGRAM MANAGER and ENGINEER, the OWNER shall determine when the
Project is finally completed and, following completion of the Punch List, a Certificate of Final Completion shall
be issued from the OWNER. Following the receipt of payment from the OWNER, the CM shall make all
payments due to Subcontractors. Receipt of payment from the OWNER is acondition precedent to payment
of the Subcontractors.
3.3.1.20 Proiect Closeout
CM shall complete development of and implement a project closeout plan for the project. The project
closeout plan shall be incorporated into the Project Management Plan (PMP).
3.3.1.21 Record Drawinqs
The CM shall coordinate and expedite submittals of information from the Subcontractors throughout the
Project to be used for preparation of record drawings and specifications by the ENGINEER during the Post
Construction Phase. The CM shall maintain a record of the submittals the PROGRAM MANAGER can
review as needed.
3.3.2 Project Schedules
3.3.2.1 Master Schedule
The project construction manager shall have overall responsibility for the schedule. The project scheduler
shall prepare and manage a schedule of values for each subcontractor and the construction manager will
ensure that it is reasonable for the work. The master schedule shall be developed and maintained as stated
in section 5 of the PMP. The Schedule will be cost loaded by the project scheduler to aid in Cash Flow
projections. Cost information shall be updated as information becomes available.
The CM shall prepare a Project schedule for presentation to the PMT. The schedule shall be prepared using
Primavera Project Planner, (P3), and shall be updated monthly as part of the Monthly Project Status
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Report. The Schedule shall include all major tasks as well as major milestones for the remainder of Project
design and construction.
The Schedule shall:
a. Be developed using P3 in a format agreed upon by the PMT;
b. Follow the Work Breakdown Structure (WBS) developed by the CM and reviewed by the PMT;
c. Be fully linked in order to provide the critical path;
d. Include in detail all efforts required by the CM to prepare the GMP including review times and major
milestones;
e. Be maintained current;
f. Be base-lined at the establishment of the GMP and progress shall be compared to that baseline.
The Schedule shall include sufficient detail of the construction phases and identify and include all significant
efforts that are required to complete the Project on time as defined by the baseline schedule. The CM shall
provide an electronic P3 file of the current schedule status with the Monthly Status Reports. The CM shall
keep the Project. Schedule current and update it weekly.
3.3.2.2 Construction Schedule
The CM shall review each Subcontractor's Construction Schedule and shall 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 Project and Master Schedules. The CM will manage the
project schedule through a continuous schedule review at each weekly construction meeting where the
progress of tasks are reviewed, verified and action plans developed to correct deviations from the schedule.
3.3.2.3 Construction Schedule Report
The CM shall review the progress of construction of each Subcontractor on a monthly basis, shall evaluate
the percentage complete of each construction activity as indicated in the Construction Schedule and shall
review such percentages with the Subcontractor. This evaluation shall serve as data for input to the monthly
Construction Schedule report that shall be prepared and distributed to the OWNER and PROGRAM
MANAGER. The report shall indicate the actual progress compared to scheduled progress and shall be
submitted with monthly Application for Payment. The CM shall determine and implement alternative courses
of action that may be necessary to achieve contract compliance.
3.3.2.4 CM Review of Time Extension Requests
The CM shall, prior to requesting a change order, determine the effect on the Project and Master Schedules
of time extensions requested by the Subcontractors.
3.3.2.5 Recovery Schedules
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. The CM shall require the Subcontractors to prepare and submit a recovery schedule agreeable to PMT.
3.3.3 Cost Management
CM shall maintain on regular basis project costs and document control system for project cost accounting,
tracking, and reporting. These procedures will be established consistent with PMT fiscal requirements and as
established in the PMP. In particular, thorough documentation including progress payments and Contract
Amendments will be compiled to enable the AUD to successfully pass audit by any agency,
3.3.3.1 CPM Schedule System
CM and PMT staff shall work together to review cost and control methods and assess current practices, and
shall use that information to customize cost-tracking elements of the project control system. CM shall use a
CPM schedule system that is linked to and supports the schedule of values pay items, in support of payment
applications. Through its link to the master schedule, the cost accounting system can forecast cost at
completion and cost remaining at any point in the project.
3.3.3.2 Monthlv Report
The CM will submit a monthly Financial Report detailing the status of Project costs for subcontracts,
purchase orders, general condition, fees, contingency usage and allowances spent. This Financial Report
will then compare these costs with baseline estimate of GMP.
.
3.3.3.3 Schedule of Values (Each Contract)
The CM shall, in participation with the Subcontractors, determine a Schedule of Values for each of the major
construction contracts. The Schedule of Values shall be the basis for the allocation of the Contract Price for
the Work to the construction activities. The CM shall review the contract price allocations and verify that
such allocations are made in accordance with the requirements of the Contract Documents. Progress
Payments to the CM shall be based on the percentage of completion of the scheduled activities in
accordance with the Contract Documents. No Progress Payments will be processed until the Schedule of
Values has been submitted and approved by PMT.
3.3.3.4 Chanqe Order Control
The CM shall establish and implement a change order control system.
.
a. All proposed OWNER and PROGRAM MANAGER-initiated change orders shall first be described
in detail in writing by the OWNER or PROGRAM MANAGER to the CM in a request for proposal to
the CM, accompanied by technical drawings and specifications prepared by the ENGINEER. In
response to the request for a proposal, the CM shall submit to the PROGRAM MANAGER and
OWNER for evaluation detailed information concerning the costs and time adjustments, if any,
necessary to perform the proposed change order work. The CM shall discuss the proposed
change order with the OWNER and PROGRAM MANAGER and the effect, if
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any, on the Guaranteed Maximum Price. The CM shall prepare the change order documents for
signature by the CM and OWNER. Upon execution of the change order documents between the
CM and OWNER, the CM shall prepare change order documents for signature by the affected
Subcontractors. The CM shall verify that the Work and any adjustment of time required by
approved change orders has been incorporated into the Construction Schedule.
b. The CM shall review the contents of all Subcontractor requested changes to the contract time or
price, endeavor to determine the effect, if any, on the Guaranteed Maximum Price. The CM shall
provide the PROGRAM MANAGER a copy of each change request, and the CM shall, in its
evaluations of the Subcontractor's request, consider the PROGRAM MANAGER'S comments
regarding the proposed changes. The CM shall present its findings to the OWNER regarding the
proposed changes. The CM shall prepare the change order documents for signature by the CM
and OWNER. Upon execution of the change order documents between the CM and OWNER, the
CM shall prepare change order documents for signature by the affected Subcontractor.
3.3.3.3 Cost Records
In instances where a lump sum or unit price is not determined prior to performing Work described in a
request for proposal as provided in Paragraph 3.4 the CM shall prepare and request from the Subcontractors
records of the cost of payroll, materials and equipment and the amount of payments to subcontractors
incurred by the CM and Subcontractor in performing the Work.
3.3.3.4 Proqress Payments
In consultation with the PROGRAM MANAGER, the CM shall review the payment applications submitted by
each Subcontractor and determine whether the amount requested reflects the progress of the
Subcontractors Work. The CM shall make appropriate adjustments to each payment application and shall
prepare and forward to the PROGRAM MANAGER a progress payment application. The application shall
state the total contract price, payments to date, current payment requested, retainage and actual amounts
owed for the current period. Included in this application shall be a certificate of payment that shall be signed
by the CM and delivered to the OWNER. The CM shall make payments that are due to all Subcontractors,
suppliers, and material men within ten (10) days following the receipt of payment for the work from the
OWNER. Receipt by the CM of payment from the OWNER is a condition precedent to payment to a
Subcontractor. In addition, the CM shall keep the Project and the site on which Work is performed free and
clear of all liens and claims from Subcontractors, or suppliers.
3.3.4 Management Information System (MIS)
The CM will provide Integrated Project Tracking by providing a web-based tool.
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3.3.4.1 Proiect Administration Website/Portal
CM shall continue to operate and maintain a Contract Administration centralized software applications portal.
This will allow team members access to Primavera Expedition which is deployed thru CM's PWORKS. This
shall be utilized for the duration of the project. The portal will be accessible utilizing the internet, with varying
levels of security to all team members and authorized parties. General information will be available to all
project personnel. Financial data and status on more sensitive issues will be restricted to senior
management and key PMT staff.
3.3.4.2 Schedule Maintenance Reports
The CM shall prepare and distribute schedule maintenance reports during the Construction Phase. The
reports shall compare the actual construction dates to scheduled construction dates of each separate
construction contract and to the Master Schedule for the Project. These reports will be submitted with the
Progress Payment Application each month of the Construction Phase.
3.3.4.3 Proiect Cost Reports
The CM shall prepare and distribute Project cost reports during the Construction Phase. The reports shall
specify actual Project and construction costs compared to the Project and Construction. These reports will be
submitted with the Progress Payment Applications each month of the Construction Phase.
3.3.4.4 Proiect and Construction Budqet Revisions
The CM shall make recommendations to the OWNER concerning construction changes that may result in
revisions to the Project and Construction Budget or Guaranteed Maximum Prices.
3.3.4.5 Cash Flow Reports
The CM shall prepare and distribute cash flow reports during the Construction Phase. The reports shall
specify actual cash flow as compared to projected cash flow. These reports will be submitted with the
Progress Payment Application each month during the Construction Phase.
3.3.4.6 Proqress Payment Applications
The CM shall prepare and distribute the progress payment application. The application shall state the total
construction contract price, payment to date, current payment requested, retainage and actual amounts
owed this period. A portion of this application shall be a certificate of payment that shall be signed by the CM
and delivered to the PROGRAM MANAGER for use by the OWNER in making payments to the CM.
3.3.4.7 Chanqe Order Reports
The CM shall periodically prepare and distribute change order reports during the Construction Phase. The
report shall 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
shall also include similar information for potential change orders of which the CM may be aware.
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3.3.4.8 Contractor's Safety Proqram Reports
The CM shall review the safety programs of each Subcontractor 'and confirm that each Subcontractor has
established safety programs as required by the Contract Documents. The CM shall provide a report with
each monthly progress payment application detailing any accidents, near misses, and general safety
statistics. The CM shall include reports on safety awards and recognitions program activities conducted
during the reporting period.
3.3.5 Community Participation
3.3.5.1 Communication Plan
CM shall implement the Communication Plan prepared by CM (October 13, 2005) The Public
Communication Plan shall include in general not less than:
a. Production of a Construction Sign
b. Bi-monthly written updates to elected officials
c. Monthly updates to AUD employees
d. Quarterly articles for the AUD newsletter
e. Hosting of a Groundbreaking event
f. Hosting of a dedication ceremony at the project's end
g. Coordination with youth group for public interaction and relations.
h. Ongoing responses to citizens regarding comments/complaints received via emails and telephone
calls
3.3.5.2 Proiect Information Website
CM shall maintain and update the public information website developed during the pre-construction phase of
the project. This site will be made available to the general public and will display information regarding the
project such as contact telephone information for emergencies, general schedule information, progress
updates, notices of traffic and road closures, and other information that may be of general interest.
3.3.5.3. Section Intentionally Deleted
3.4 POST CONSTRUCTION PHASE
3.4.1 Project Management
3.4.1.1 Record Documents
The CM shall coordinate and expedite the final submittals of information from the Subcontractors for
preparation of record drawings and specifications by the ENGINEER, and shall coordinate and expedite
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the transmittal of such record documents to the OWNER~
3.4.1.2 Orqanize and Index Operations and Maintenance Materials
Prior to final completion of Project, the CM shall compile manufacturers' operations and maintenance
manuals, warranties and guarantees and bind such documents in an organized manner. This information
shall then be provided to the OWNER.
3.4.2 Plant Startup
3.4.2.1 Detailed Equipment. Systems, and Overall Plant Startup Plan
CM shall develop for PMT review and input, a detailed equipment, systems, and overall plant startup plan.
The plan shall include a startup tracking log that will monitor the status of the required pressure and leakage
testing, installation checkouts, functional testing, performance testing, manufacturer's training, O&M Manual
status, spare parts status, and engineer's training. CM shall assemble a startup team consisting of members
of the PMT, subcontractors, and equipment representatives and shall coordinate all activities of the team:
3.4.2.2 Startup Documentation
CM shall develop forms for documentation of startup activities and shall maintain project documentation
associated with all startup activities and provide bound copies at the conclusion of the project.
.
3.4.2.3 Performance Test
During the 30 day reliability test period, the CM and its subcontractors will provide the OWNER with hands
on support personnel to make all necessary adjustment to the individual pieces of equipment and
instrumentation. The CM will coordinate the efforts of their vendors as well as the OFE vendors during this
test period. The CM is not responsible for the process performance of the system however, the CM is
responsible for all components that make up the system.
3.4.3 Cost Management
3.4.3.1 Chanqe Orders
The CM shall continue to provide services related to change orders as stated in this agreement.
3.4.4 Management Information System (MIS)
3.4.4.1 Closeout Reports
At the conclusion of the Project, the CM shall prepare final project accounting and closeout reports.
3.4.4.2 MIS Reports for Start-up and Commissioninq
The CM shall prepare and distribute reports associated with the Start-up and Commissioning. CM shall also
. turn over to the OWNER all software and associated licenses purchased by Project funds.
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3.5 ADDITIONAL SERVICES
If requested by the OWNER, the CM may perform Additional Services that are not included in the Work
described in the Contract Documents and shall be compensated for same at the hourly rates agreed to in the
Pre-Construction Services Agreement. The CM shall perform Additional Services only after the OWNER and
CM have executed a written amendment to this Agreement providing for such services.
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ARTICLE 4
DURATION OF THE CONSTRUCTION MANAGER'S SERVICES
4.1 The duration of the CM's Basic services under this Agreement shall correspond to the Project Master
Schedule and the schedule of services to be performed.
a. The commencement date for the CM's Basic Services shall be the date on which the OWNER issues
to the CM a written instruction to proceed with Project.
b. The CM's Basic Services shall be performed for the periods of time indicated in this Agreement.
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ARTICLE 5
OWNER'S RESPONSIBILITIES
5.1 The PROGRAM MANAGER shall provide to the CM complete information regarding the OWNER's
requirements for the Project.
5.2 The OWNER, PROGRAM MANAGER and ENGINEER shall examine information submitted by the CM
and shall render decisions thereto promptly.
5.3 If the OWNER, PROGRAM MANAGER or ENGINEER observes or otherwise becomes aware of any
fault or defect in the Project or nonconformity with the Contract Documents, the PROGRAM MANAGER shall
give prompt written notice thereof to the CM.
5.4 The OWNER, PROGRAM MANAGER and ENGINEER shall furnish required information and approvals
and perform their responsibilities and activities in a timely manner to facilitate orderly progress of the Work in
cooperation with the CM, consistent with this Agreement, and in accordance with the planning and
scheduling requirements and budgetary restraints of the Project as determined by the PMT.
5.5 The OWNER shall review and if acceptable approve the Project and Construction Budget and any
. subsequent revisions as provided in the Pre-Construction Agreement.
5.6 If the OWNER contracts separately with any other parties that will directly impact the CM's Services, the
Owner shall cause all such agreements to be compatible and consistent with this Agreement. Each of the
agreements shall include waiver of subrogation as required herein.
5.7 At the request of the CM, a copy of interim and final drawings, specifications and Contract Documents in
electronic format shall be furnished to the CM by the OWNER at the OWNER's expense.
5.8 The OWNER shall in a timely manner secure, submit and pay for necessary approvals, easements,
assessments, permits and charges required for the Project construction. The CM shall secure, submit and
pay for the Building Permit and any other necessary construction permits.
5.9 The OWNER shall furnish evidence satisfactory to the CM that sufficient funds are available and
committed for the entire cost of the approved Project. Unless such reasonable evidence is furnished, the CM
is not required to commence its 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 8.2.
.
5.10 The OWNER, its representatives and consultants, including ENGINEERs, shall communicate with the
CM through the PROGRAM MANAGER. The OWNER and PROGRAM MANAGER will only communicate
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with Subcontractors through the CM.
5.11 The OWNER shall designate, in writing, an officer, employee or other authorized representatives to act
in the OWNER's behalf with respect to the Project. This representative shall be available during working
hours and as often as may be required to render decisions and furnish information in a timely manner.
5.12 The OWNER shall make payments to the CM on the basis of the CM's payment applications that are
certified by the CM and on the basis of the CM's invoices for its services performed and have been approved
by the PROGRAM MANAGER.
ARTICLE 6
COMPENSATION FOR eM SERVICES AND PAYMENT
6.1 Acceptance of GMP Proposal
Once this Agreement is issued and signed the CM shall become responsible for the means, methods,
sequences, and procedures used in the construction of the Project and shall proceed, with, the. CM's Basic
Services.
6.1.1 Construction subcontracts
Construction subcontracts for the Work required for the Project shall be between the CM and
Subcontractors. The CM shall review in detail with the OWNER and PROGRAM MANAGER before making
an award. Once a consensus is reached the CM will advise the OWNER with respect to award of a contract
to the lowest responsive and responsible bidder.
6.1.2 Basis of Guaranteed Maximum Price
The Guaranteed Maximum Price is equal to the Cost of the Work and the CM's fee to complete the project.
The cost data shall be directly correlated to the specific design drawings and specifications in existence at
the time the Guaranteed Maximum Price is prepared. The assumptions used in the preparation of the
Guaranteed Maximum Price shall be identified by the CM as part of the Guaranteed Maximum Price
documentation.
6.1.3 Taxes
The Guaranteed Maximum Price shall include those taxes applicable to the Project that are legally enacted
at the time the Guaranteed Maximum Price is established. Any increase or decrease in taxes that affect the
Guaranteed Maximum Price and that are enacted after the Guaranteed Maximum Price is submitted shall be
incorporated into that price by allocation of contingency.
6.1.4 OWNER Chanqes in Scope
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The OWNER may change the scope of the Project or a part thereof and the CM's Fixed Fee and Guaranteed
Maximum Price shall then be adjusted as provided in this agreement. Cost reductions will be added to
Allowances. Cost increases will be allocated to Contingency if funds are available and mutually agreed to by
CM and OWNER. Notwithstanding the above, if prior to completion of the project CM incurs contingency
costs in excess of the remaining Contingency, OWNER will replenish any contingency funds used by
OWNER for changes in scope or any other item for which the CM would have been entitled to increase the
GMP under the Contract Documents.
6.2 Cost of the Work
The term "Cost of the Work" shall include all amounts paid by the OWNER to the CM for payment to all
Subcontractors, suppliers and equipment lessors; for all general conditions, site services, work, material,
labor and equipment supplied to the Project including, but not limited to the following:
6.2.1 Labor Costs.
a. Wages of construction and other workers directly employed by Construction Manager to
perform the construction of the Work at the Project site or, with OWNER's written agreement, at off- .
site workshops.
b. Wages or salaries of Construction Manager's supervisory and administrative personnel
who are stationed at the Project site full time or are temporarily assigned to the Project, with
OWNER's written agreement or working at CM offsite offices specifically on the Project.
c. Wages and salaries of Construction Manager's supervisory and administrative personnel
engaged at factories, workshops or on the road in expediting the production or transportation of
materials or equipment required for the Work, but only for that portion of their time required for the
Work and only with OWNER's written agreement.
d. The parties hereby agree that the hourly labor and service rates agreed to in Exhibit B
attached hereto, shall be used to determine the labor rates to be applied to the Cost of the Work
which shall include the wages or salaries and all labor burden, including all taxes, insurance,
contributions, assessments and benefits required by law and collective bargaining agreements and,
for personnel not covered by such agreements, customary benefits such as sick leave, medical and
health benefits, holidays, vacations and pensions, provided such markup is to apply only upon those
wages and salaries included in the Cost of the Work under subsections 6.2.1 a. through 6.2.1 c.,
above.
6.2.2 Subcontract Costs.
Payments owed by Construction Manager to subcontractors in accordance with the requirements of the
applicable written subcontracts, including any insurance and bond premiums incurred by subcontractors,
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. independent consultants, vendors, and subconsultants.
6.2.3 Cost of Materials and Equipment Incorporated into the Completed Construction.
a. Costs, including transportation, of materials and equipment incorporated or to be
incorporated in the completed construction.
b. Costs of materials described in this Article, subsection 2.3a, above, in excess of those
actually installed but required to provide reasonable allowance for waste and for spoilage. Unused
excess materials, if any, shall be handed over to OWNER at the completion of the Work or, at
OWNER's option, shall be sold by Construction Manager; amounts realized, if any, from such sales,
shall be credited to OWNER as a deduction from the Costs of the Work.
6.2.4 Costs of other materials and equipment, temporary facilities and related items.
.
a. Costs, including transportation, installation, maintenance, dismantling and removal, of
materials, supplies, temporary facilities (including project field offices, furniture and fixtures),
temporary utilities, machinery, equipment, office and computer equipment, office supplies, software
and hand tools not customarily owned by the construction workers, which are provided by
Construction Manager at the Project site and fully consumed in the performance of the Work; and
cost less salvage value on such items if not fully consumed, whether sold to others or retained by
Construction Manager.
b. Costs of all fuel and utility costs incurred in the performance of the Project.
c. Rental charges, at the actual rates charged for temporary facilities, machinery, equipment,
and hand tools not customarily owned by the construction workers, which are provided by
Construction Manager at the Project site, and costs of transportation, installation, minor repairs and
replacements, dismantling and removal thereof.
d. Cost of all safety supplies, including personal protection equipment not customarily owned
by the cohstruction workers, supervisory or administrative personnel, provided by Construction
Manager bt the Project site necessary in the performance of the Work. Cost of site security and
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emergency services.
e. cobt of removal and proper disposal of debris from the Project site and cost for maintenance
of commdn roadways, storage areas and idle portions of the Project site, including services of a site
maintenahce contractor. Cost of all on-site and off-site vehicles for Construction Manager's
supervis01ry personnel, including fuel and maintenance.
f. coJts of telegrams, long distance telephone calls, postage and parcel delivery charges, high
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speed internet service, websites and telephone service at the Project site and reasonable petty cash
expensesl of the Project site office.
g. Th~t portion of the reasonable travel and subsistence expenses of Construction Manager's
.
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personJ, assigned to the Project site, incurred while traveling outside of Augusta, Georgia in
disChargl of duties connected with the Work, provided all of such expenses and charges shall be
subject t6 the prior written approval of OWNER.
h. RJlocation costs for staff to be relocated from out of state to the Project as agreed upon and
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set forth in Parsons General Conditions Cost, which is attached as Exhibit D
i. pe~ Diem expenses or Living Allowances for staff assigned to the Project as agreed upon and
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set forth in Parsons General Conditions Cost, which is attached as Exhibit D.
6.2.5 Milellaneous Costs.
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a. Any insurance premium allocations including deductibles for claims that were beyond the
I
reasonable control of CM. The insurance to be acquired and bonds required by the Agreement or
the perfo1rmance of the Work is set forth in Exhibit C.
b. sJles, use or similar taxes imposed by a governmental authority which are related to the Work
and for JhiCh Construction Manager is liable.
c. F~es and assessments for the building permit and for other permits, licenses and inspections
for which1the CM is required by the Contract Documents to pay.
d. F~es of testing laboratories for tests required by the Contract Documents, except those
related tJ defective or nonconforming Work for which reimbursement is excluded pursuant to the
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terms of this Contract.
e. Rdyalties and license fees paid for the use of a particular design, process or product used in
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construction of the Project.
f. Debosits lost for causes other than Construction Manager's fault or negligence.
g. Cbsts reasonably incurred in repairing or correcting damage or nonconforming Work
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executed by Construction Manager, or its s!-lbcontractors or suppliers, provided that such damage or
nonconfdrming Work was beyond the reasonable control of Construction Manager and not caused
by (i) thel negligence or failure to fulfill a specific responsibility of Construction Manager to OWNER
set forth in the Contract Documents, or (ii) Construction Manager's foremen, engineers,
superint~ndents or other supervisory, administrative or managerial personnel, or (iii) the failure of
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Construction Manager's personnel to supervise adequately those portions of the Work to be
performeb by Construction Manager's subcontractors or suppliers, and only to the extent not
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recoverable by Construction Manager from (i) insurance or bonds, (ii) any of the subcontractors or
sUPPliersl, or (Hi) some other appropriate source.
6.2.6 oJer Costs. Other costs incurred in performance of the Work if and to the extent approved in
advance in Writin~ by OWNER.
I.
6.2.7 Contmqencv and Allowance. The amount set aside in the GMP Proposal for CM's Contingency
and the OWNER's Allowance.
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6.3 Not Included in the Cost of Work.
Cost of the Work shall not include the following:
a. The CM's Fixed Fee;
b. All professional fees paid by the OWNER to the PROGRAM MANAGER, ENGINEER or
other consultants retained directly by the OWNER;
c. All costs paid directly by the OWNER to contractors or suppliers retained directly by the
OWNER and outside the scope of the Guaranteed Maximum Price;
d. All Additional Services costs as defined herein; or
e. All other costs not within the control of the CM or identified as being not within the
Guaranteed Maximum Price.
f. All costs incurred directly by the OWNER in which the OWNER makes direct payment for
materials, equipment or services to a party outside of this agreement including Owner Furnis"ed
Equipment (OFE).
6.4 Cost of Work Definition Variance
The Cost of the Work may be further defined in the documentation required by Article 10, Paragraph 1.2 of
this Agreement. If the requirements contained within this GMP differ, then the CM shall identify and explain
the difference, but the documentation provided in accordance with Article 10, Paragraph 1.0 shall be the
basis for determining the scope of the Guaranteed Maximum Price.
6.5 Adjustments to the GMP
The CM understands, confirms and agrees that its responsibility hereunder is to construct the Project in
accordance with the drawings and specifications. It is recognized that the GMP was developed based upon
the CM's thorough review of the 100% design drawings and specifications. Should the OWNER determine
that due to changed conditions the GMP will need to be adjusted, the CM shall exercise reasonable care and
judgment to calculate the necessary GMP cost adjustment on the basis of the quality of construction,
materials, and finishes that can be reasonably inferred from the design documents or other specified
sources. The CM shall determine unit prices and the Cost of the Work and shall make those assumptions
regarding the project scope and the quality of the intended construction as may be necessary to fully
document the GMP. The OWNER and CM shall use the documentation specified in Article 10, Paragraph
1.0 in determining whether or not the scope of the Project or a part thereof has been changed and in
determining entitlement to an adjustment to the Guaranteed Maximum Price. A determination regarding all
requests for adjustment to the Guaranteed Maximum Price shall be made in writing within thirty (30) days
from the date of a written request for an adjustment.
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6.5.1 The amount of adjustment to increase or decrease the Guaranteed Maximum Price resulting
from a change in the Project shall be determined in one or more of the following ways:
a. By mutual acceptance of a lump sum, properly itemized and supported by cost data; or
b_ By unit prices properly itemized and supported by cost data.
6.6 eM's Cost Plus Fee
The OWNER shall compensate the CM on the basis of the Cost of the Work plus the CM's Fee in
accordance with the terms and conditions of this Agreement as specifically as follows:
6.6.1 Compensation for Basic Services
The CM shall be compensated for performing services as described in Article 3 as follows: This will be
reworked when the GMP is agreed to by the parties to the agreement.
a. Cost of Work of $ 66,461,848
a.1 Subcontractor Cost $ 51,718,890
a.2 Contingency $ 2,538,000
a.3 General Conditions $ 8,473,765
a.4 Allowances $ 2,670,000
a.5 Bonds, Insurance, Taxes $ 1,061,193
b. A CM Fixed Fee of $ 3,450,186
. Total GMP of $ 69,912,033
6.6.2 Construction Manaqer's Accountinq Records
Records for the CM's personnel expenses, consultant's fees and direct expenses pertaining to the Project
shall be maintained on the basis of generally accepted accounting practices and shall be available for
inspection by the OWNER or the OWNER's representative are mutually convenient times for a period of five
years after completion of the CM's Basic Services consistent with Article 17.5 of the Supplemental
Conditions.
6.6.3 Payments
6.6.3.1Upon execution of this Agreement, an initial payment of One and one-half percent (1 %%) of
the total contract value shall be made to CM.
6.6.3.2 Within two weeks following the last Friday of each month the CM shall submit to OWNER for
approval, CM's Application for Payment. OWNER shall have ten (10) working days from receipt to review
and provide written comment and/or approve the Progress Payment. CM Applications for Payment shall be
detailed as required by OWNER. If the OWNER determines the CM is not entitled to all of a payment, the
. OWNER shall pay the undisputed portion and withhold payment on any questionable items until the issues
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presentation of the CM's invoice tothe OWNER as follows:
a. Fixed General Condition costs: Payment of the Fixed General Conditions as indicated in this
Article, Paragraphs 6.6.1 a.3 shall be based upon a monthly schedule of projected costs to project
completion that has been submitted and approved by the OWNER prior to submission of the first
payment request.
b. Fixed Fee: Payment of the Fixed Fee as indicated in this Article, Paragraphs 6.6.1 b. shall
be based upon the amount of General Conditions Cost and Cost of the Work completed during the
billing period as a percentage of the total costs completed
c. Cost of the Work: Reimbursement for the Cost of the Work shall be in amounts equal to
expenditures made during the billing period and during previous billing periods not yet invoiced;
d. Retainaqe: OWNER will retain ten percent (10%) of the total amount billed, provided,
however, that when fifty percent (50%) of the Work has been completed by CM, the CM may
request a reduction of the retainage. Provided the OWNER determines that the CM is in material
compliance with its obligations under this Agreement and continues to remain in compliance, the
OWNER shall not retain any additional amounts from CM's subsequent Applications for Payment
after the request. Upon Project Substantial Completion, the OWNER may place a value on the
remaining punch list items and may release any retainage in excess of an amount based upon the
value of the remaining punch list items.
e. Substantial Completion: Upon Substantial Completion or, if applicable, any portion of the
Work that the OWNER has the beneficial use of, OWNER may release to CM all or portions of
retained amounts relating, as applicable, to the Work or completed portion of the Work.
f. Final Payment: CM shall submit its Final Application for Payment to OWNER in accordance
with the General Conditions. OWNER shall make payment on CM's properly submitted and
accurate Final Application for Payment within thirty (30) days after OWNER's receipt of the Final
Application for Payment, provided that CM has satisfied the requirements for final payment as
defined in the Contract Documents.
g. The OWNER shall be exempt from Georgia's Prompt Payment Act.
6.6.4 Compensation for Additional Services
When authorized by OWNER the CM shall be compensated and payments shall be made for performing
Additional Services in the amount equal to the value of the work actually performed.
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ARTICLE 7
INSURANCE AND MUTUAL INDEMNITY
7.1 CM's Liability Insurance
7.1.1 The CM shall purchase and maintain the insurance in the amounts set forth in the
Supplemental General Conditions and Exhibit C.
7.1.2 If the OWNER occupies or uses a part or parts of the Project prior to substantial completion
thereof, such occupancy shall not occur until the OWNER obtains property insurance for the structure.
7.2 Builders' Risk Insurance
CM shall purchase and maintain Builders Risk insurance as set forth in Exhibit C covering the Work including
all equipment and machinery.
7.3 Indemnification
7.3.1 The OWNER shall cause the ENGINEER to indemnify and hold harmless the CM, PROGRAM
MANAGER and OWNER, their employees, agents and representatives to the same extent and in the same
manner that CM has provided indemnification for the OWNER under Supplemental General Conditions,
Page 3, Section 6.32 of Exhibit A.
7.3.2 The OWNER hereby indemnifies and holds harmless the CM and its employees, agents and
representatives from and against any and all claims, demands, suits and damages for bodily injury and
property damage for which the OWNER is liable that arise out of or result from breach of this Agreement or
negligent acts or omissions of the OWNER, its employees, agents, representatives, independent contractors,
suppliers, and the ENGINEER.
7.3.3 The CM shall cause the Subcontractors to indemnify and hold harmless the OWNER, CM,
PROGRAM MANAGER and ENGINEER from and against any and all claims, demands, suits, and damages,
resulting from personal injury or property damage, costs, and expenses and fees that are asserted against
the OWNER, CM, PROGRAM MANAGER and the ENGINEER and that arise out of or result from negligent
acts or omissions or the breach of the Construction Subcontract by the Subcontractor, its employees, agents
and representatives in performing the Work.
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ARTICLE 8
TERMINATION AND SUSPENSION
8.1 Termination
8.1.1 This Agreement may be terminated by the OWNER for convenience after thirty (30) days
written notice to the CM.
8.1.2 This Agreement may be terminated by CM upon thirty (30) days written notice should OWNER
fail substantially to perform in accordance with the terms hereof through no fault of the CM 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 govemment.
8.1.3. Notwithstanding anything to the contrary elsewhere in this Agreement or Contract, the
OWNER may terminate the Contract for Default ifthe CM materially fails to fulfill its obligations. The Owner
shall provide written notice of the deficiency by forwarding a Cure Notice citing the specific nature of the
material breach. The CM shall have thirty (30) days to cure the breach. If the CM fails to cure the breach
within the thirty (30) day period, the Owner shall issue a Termination for Default Notice. In the event of
termination for cause, the Surety shall have the right to take over and complete the work, provided that if the
Surety does not commence performance within forty (40) calendar days after receipt of written notice from
the OWNER to CM and Surety, the OWNER may take over and prosecute the work to completion at the
CM's and Surety's expense. Unless the Surety selects the CM to complete the Work, upon the termination
of the services of the CM, the OWNER shall exclude CM from the Project Site, and take possession of the
Work.
8.1.4 In the event of termination pursuant to Paragraph 8,1.1 of this section, the CM shall be paid its
compensation for services performed to the date of termination, the Cost of the Work performed through the
date of termination and all termination expenses.
8.1.5 In the event of termination pursuant to Paragraph 8.1.3 of this section, the CM shall be paid its
compensation for services and the Cost of the Work performed to the date of termination, direct expenses
and all termination expenses. No amount computed as provided in Paragraphs 1.2 of this section shall be
paid in addition, if the termination is due to the CM's failure to substantially perform in accordance with the
terms of this Agreement.
8.2 Suspension
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8.2.1 The OWNER may order, in writing, the CM to suspend all or any part of the CM's services for
the Project for the convenience of the 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 adjustment in
the CM's compensation shall be made for the increase, if any, in the cost of the CM's performance of this
Agreement including an adjustment to the GMP caused by such suspension and this Agreement shall be
modified in writing accordingly.
8.2.2 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 construction site staff, assigned Project home office staff and other costs
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 OWN ER shall reimburse the CM for all costs of reduced staff. Upon cessation of the suspension, the CM
shall restore the construction site and home office staff to its former size.
8.2.3 Persons assigned to another project during such suspension or period and not available to
return to this Project upon cessation of the suspension shall be replaced. The OWNER shall reimburse the
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CM for costs incurred in relocating staff persons returning to the Project or new persons assigned to the
Project.
8.2.4 If the Project is suspended by the OWNER for more than three (3) months, the CM shall be
paid compensation for services performed prior to receipt of written notice from the OWNER of such
suspension, together with direct expenses then due and all expenses and costs directly resulting from such
suspension. If the Project is resumed after being suspended for more than six (6) month, theCM shall have
the option of requiring that its compensation, including rates and fees, be renegotiated. Subject to the
provisions of this Agreement relating to termination, a delay or suspension of the Project does not void this
Agreement.
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ARTICLE 9
ADDITIONAL PROVISIONS
9.1 Confidentiality
The CM will keep all information designated and marked by the OWNER as "Confidential" and concerning
the Project confidential, except for communications incident to completion of the Project between the CM,
PROGRAM MANAGER, ENGINEER, and Subcontractors, and their independent professional engineers,
architects and other consultants and subcontractors, and except for publicity approved by the OWNER and
communications in connection with filings with governmental bodies having jurisdiction over the design or
construction of the Project.
9.2 Limitation and Assignment
9.2.1 The OWNER and the CM each bind itself, its successors, assigns, insurers, and legal
representatives to the terms of this Agreement.
9.2.2 Neither the OWNER nor the CM shall assign or transfer its rights or interest inthis 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. However, nothing contained in this paragraph can
prevent the CM from employing contractors or such consultants, associates or subcontractors as the CM
may deem appropriate to assist in performance of the services and of the Work hereunder.
9.3 Additional Provisions
9.3.1 Governinq Law: Unless otherwise provided, this Agreement shall be governed by the law of the
State of Georgia.
9.3.2 Extent of Aqreement: 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. The Pre-Construction Services Agreement is incorporated by reference, solely to provide the context
of this Agreement. This Agreement may be modified or amended only by written instrument signed by both
the OWNER and the eM. Nothing contained in this Agreement is intended to benefit any third party. The
Subcontractors and ENGINEER are not intended third party beneficiaries of this Agreement.
9.3.3 Severabilitv: 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.
9.3.4 Meaninq of Terms: References made in the singular shall include the plural and the masculine
shall include the feminine or neuter. The meaning of terms used herein shall be consistent with the
definitions expressed in Article 2 of this Agreement.
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9.3.5 Notices: Whenever any provision of the Contract Documents requires the giving of written
notice, it shall be deemed to have been validly given if delivered in person to the individual or to a member of
the firm or to an officer of the corporation for whom it is intended or if delivered or sent by registered or
certified mail, postage prepaid, addressed as follows:
To the OWNER:
Notices to OWNER shall be sent to the following address:
Augusta PMT
Attn: Clifford Carey
360 Bay Street, Suite 100
Augusta, GA 30901
To the CM:
Notices to the CM shall be.sent to the following address:
Parsons Water & Infrastructure, Inc.
Attn: Robert Strickland
5390 Triangle Parkway, Suite 100
Norcross, Georgia 30092
Copy to: Richard G. Shields
Vice President, Contracts & Procurement
Parsons Water & Infrastructure, Inc.
100 West Walnut Street
Pasadena, California 91124
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ARTICLE 10
SPECIAL GUARANTEED MAXIMUM PRICE PROVISIONS
10.1 Guaranteed Maximum Price
10.1.1 Pursuant to this Agreement, the OWNER and the CM desire to set a Guaranteed Maximum
Price (GMP) necessary to complete the Project.
10.1.2 Documentation of the GMP shall be developed by the CM from the design drawings and
specifications and such other documents as may be specified in the GMP Proposal.
10.1.3. The GMP for the Project shall include any amendments pursuant to this Agreement, plus any
other cost included in the GMP pursuant to the terms of this Agreement.
10.1.4 Proiect Continoency
a. The Project Contingency or "Contingency" is available for CM's exclusive use for costs
that are incurred in performing the Work that are not included in a specific line item, or costs
incurred in excess of a specific line item, or the basis for a Change Order under the Contract
Documents during CM's performance under the Contract. By way of example of contingency, and
not as a limitation, such costs include: subcontractor defaults and unknown physical conditions of
an unusual nature, which differ materially from those ordinarily found to exist and generally
recognized as inherent in construction activities of the character provided for in the Contract
Documents. The Contingency is not available to OWNER for chal)ges in scope or any other item
for which the CM would be entitled to increase the GMP under the Contract Documents. The
OWNER may, however, request use of Contingency, but use must be approved by CM.
b. CM shall provide OWNER with notice of all anticipated charges against the
Contingency. Further, the CM shall provide to OWNER written documentation of any costs CM
incurs and reasonably determines are chargeable to the Contingency, together with a written
explanation of the factual basis for such charge. OWNER shall review and respond with
concurrence or denial within ten (10) working days of receipt of CM's notice. Any Contingency
costs the CM incurs after the Contingency is exhausted, unless provided otherwise under this
Agreement shall be non-reimbursable.
c. The CM shall for budgeting purposes determine the Contingency amount by anticipated
risk for various elements of the Work in amounts determined by the CM. The total of these
individually determined amounts represent the Project Contingency and shall be incorporated into
the GMP and managed on a line item basis.
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d. The documentation shall be prepared by the CM and submitted to the OWNER with the
Guaranteed Maximum Prices. The documentation may include drawings, sketches, specifications,
calculations or other data used to identify the basis of the Guaranteed Maximum Price.
e. In the event that the cost exceeds the Guaranteed Maximum Price and the Project
Contingency has been exhausted, the CM shall continue to perform at no additional cost to the
OWNER until the Project is complete. The CM shall be responsible for paying all costs, in
accordance with the terms of this Agreement that may be necessary to complete the Project. The
CM may use the Contingency for the Project to fund the cost overruns.
10.1.6 Allowance definition. For the purposes of the GMP and the Contract Documents, "Allowance"
shall mean a stated requirement of the Contract Documents and or the GMP Proposal whereby a sum of
money is incorporated, or allowed, into the GMP in order to sustain the cost of a material, piece of
equipment, or other cost of the construction work as deemed appropriate by the OWNER. Allowances are to
cover "known" but unquantifiable items covered in the GMP as provided herein or the GMP Proposal. The
allowances will include the agreed upon fee percentage when utilized. The payment of an Allowance must
be approved by the OWNER and for the OWNER's sole and exclusive use. Any payment exceeding the
original specified sum of money stipulated for the Allowances shall be the responsibility of the OWNER, who
will execute a Change Order to Guaranteed Maximum Price equal to such excess payment.
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Article 11
Additional Conditions
11.1 Ongoing Plant Operations.
The CM further represents and acknowledges that the GMP has been developed with full consideration of all
requirements to allow the OWNER to maintain the existing JB MESSERLY WATER POL UTI ON CONTROL
PLANT in full operation at all times during the construction process including close coordination with the
OWNER's'staff and being prepared to make scheduled activity adjustments when required to allow
uninterrupted operation of the water treatment plant under normal operating conditions.
11.2 Performance and Payment Bond
Upon execution of this agreement, the CM shall deliver to the OWNER a performance and payment bond for
the full GMP in the form usually used by the OWNER.
11.3 Limitation of Liability
The OWNER in recognition of the amount of the CM's fee, the relative risks and benefits of the Project to
both the OWNER and the CM, the parties agree to allocate any liabilities and unforeseen risks assumed by
the CM under the terms of this Agreement or by operation of law, including but not limited to: injury to
persons or property, Force Majuere, Defective Work, Cost Overruns, Indemnification and Delays as follows:
(1) to the fullest extent of permitted by law, the OWNER agrees to limit the liability of the CM and its affiliated
companies, directors, officers, employees, agents, and representatives to the OWNER and anyone claiming
by or through the OWNER, for any and all claims, losses, costs or damages, including attorneys' fees and
costs and expert- witness fees and costs of any nature whatsoever or claims expenses resulting from or in
any way related to the Project or this Agreement from any cause (inclusive of Liquidated Damages and
Construction Acceleration claims) to seven million dollars ($7,000,000.) This limitation shall apply regardless
of the cause of action or legal theory pled or asserted. and OWNER hereby irrevocably waives and releases
CM and its affiliated companies, directors, officers, employees, agents, and representatives from all liability
in excess thereof.
11.4 Liquidated Damages
Any delay in the scheduled dates for Substantial Completion and the Final Completion Date shown below will
cause loss and damage to Augusta. Such damages include not only damages resulting from loss of ability to
use the Project as planned and staff administrative costs, but also damages to its reputation both locally and
nationally. From the nature of this Agreement, it would be impracticable and extremely difficult to fix the
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actual damages sustained as a result of missing these deadlines. The OWNER and CM therefore agree that
in the event of missing any of the deadlines, and such failure is not caused by the actions or inaction of the
OWNER, or as the result of an OWNER requested change, the CM agrees to pay the OWNER liquidated
damages, and not as a penalty, the sum of either two thousand five hundred dollars ($2,500.00) or Five
Hundred dollars ($500.00)per day for each calendar day that Substantial Completion or Final Completion is
delayed beyond the dates indicated below. The Parties agree that this sum is a fair and reasonable
estimate of the actual damage which would be caused by the failure to complete the Project by the agreed
times.
Substantial Completion: April 28, 2010 : $ 2,500.00/day
Final Completion: June 28, 2010: $ 500.00/day
11.5 ~Pre-existing Conditions.
Notwithstanding anything to the contrary elsewhere in this Agreement or Contract, if subsurface or
otherwise concealed physical conditions including but not limited to underground facilities are uncovered or
revealed at or contiguous to the Project Site which was not shown or indicated, or not shown or indicated
with reasonable accuracy in the Contract documents and OWNER shall make an equitable adjustment to be
charged to Contingency and if necessary a revision of schedule
11.6 Order of Precedence
Any inconsistency or conflict between the standard terms and conditions set forth in this agreement,
General Conditions or Supplemental General Conditions or any attachment thereof shall be resolved
by giving precedence in the following order; First, this Agreement, second, the Supplemental General
Conditions, and third, the General Conditions.
11.7Exhibits.
The following Exhibits attached to this Agreement are hereby incorporated by reference and made part of
this Agreement:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
General Conditions and Supplemental General Conditions
Compensation Schedule and GMP Cost Summary and Labor Rates for Additional Services
Project Insurance Certification and Bond Coverage
GMP Proposal Documents
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This Agreement is executed the day and year first written..
OWNER: AUGUSTA. GEORGIA
$BY
The Honorable David
.~ Mayor ~. f
-r' Date: rO z, ~I 0 "1
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APPROVED AS TO FORM:
CONSTRUCTION MANAGER:
PARSONS WATER & INFRASTRUCTURE INC.
By:
Name:
Title:
Date:
~-
Richard N. Wankmuller
pre?ident
1_z,S' /0 7
(
ATTEST:
SEAL
By: '.
Le J~ ~nert; !rr;;,: .:::i ~
Clerk O'trfe .~onfrfilselP'n!~'-./ ~ it
Date: ~~ ~~".A ~ l""h J.."" . .F
~ oil .:t"H.i.a&....;~
,to. ,r.~ r':'" """"
'l~~ .>.i~.OR.-'~~~
DEPARTMENT"$~~p~C5~~L:
By: -/lily ~
N. Max Hicks, PE
Director, AU:t.sta Utilities Department
Date: I (). I I t') 7
ATTEST:
By:
Name:
Title:
Date:
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SEAL
, i G. Shields
Assistant Secretary
Cf/z.-rlo7
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EXHIBIT A
SUPPLEMENTAL GENERAL CONDITIONS AND GENERAL CONDITIONS
P ARSONS WATER & INFRASTRUCTURE, INC.
AUGUSTA CAPITAL IMPROVEMENTS PROGRAM PROJECT NO. 80130
J B MESSERLY WATER POLLUTION CONTROL PLANT
CONSTRUCTION MANAGEMENT AT RISK AGREEMENT - CONSTRUCTION SERVICES
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AUGUSTA - GENERAL CONDITIONS
September 2005
GENERAL CONDITIONS
TABLE OF CONTENTS
Article 1 - Definitions
Article 2 - Preliminary Matters
Delivery of Bonds
Copies of Documents
Commencement of Contract Time, Notice to Proceed
Starting the Project
Before Starting Construction
Pre-construction Conference
Finalization Schedules
Article 3 - Contract Documents: Intent, Amending, Reuse
Intent
Amending and Supplementing Contract Documents
Reuse of Documents
Article 4 - Availability of Lands, Physical Conditions; Reference Points
Availability of Lands
Physical Conditions
Physical Conditions-Underground Facilities
Reference Points
Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive
Material
Article 5 - Bonds and Insurance
Performance and Other Bonds
Licensed Sureties and Insurers; Certificates of Insurance
CONTRACTOR's Liability Insurance
Contractual Liability Insurance
OWNER's Liability Insurance
Property Insurance
Waiver of Rights
Receipt and Application of Proceeds
Receipt and Application of Insurance Proceeds
Acceptance of Insurance
Partial Utilization-Property Insurance
Indemnification
Article 6 - CONTRACTOR's Responsibilities
Labor, Materials and Equipment
Adjusting Progress Schedule
Substitutes or "Or-Equal" Items
Concerning Subcontractors, Suppliers and Others
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AUGUSTA- GENERAL CONDITIONS
September 2005
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Patent Fees and Royalties
Permits
Laws and Regulations
Taxes
Use of Premises
Record Documents
Safety and Protection
Emergencies
Shop Drawings and Samples
Continuing the Work
Cleaning Up
Indemnification
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Article 7 - Other Work
Related Work at Site
Coordination
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Article 8 - OWNER's Responsibilities
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Article 9 - Professional's Status During Construction
OWNER's Representative
Visits to Site
Project Representative
Clarifications and Interpretations
Authorized Variations in Work
Rejecting Defective Work
Shop Drawings, Change Orders and Payments
Determinations for Unit Prices
Decisions on Disputes
Limitations on PROFESSIONAL's Responsibilities
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Article 10 - Changes in the Work
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Cost of the Work
CONTRACTOR's Fee
Cash Allowances
Unit Price Work
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Article 12 - Change of Contract Time
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Article 13 - Warranty and Guarantee; Tests and Inspections: Correction,
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Warranty and Guarantee
Access to Work
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AUGUSTA GENERAL CONDITIONS
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Tests and Inspections
Uncovering Work
OWNER May Stop the Work
Correction or Removal of Defective Work
One Year Correction Period
Acceptance of Defective Work
OWNER May Correct Defective Work
Neglected Work by Contractor
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Article 14 - Payments to CONTRACTOR and Completion
Schedule of Values
Application for Progress Payment
CONTRACTOR's Warranty of Title
Review of Applications for Progress Payment
Substantial Completion
Partial Utilization
Final Inspection
Final Application for Payment
Final Payment and Acceptance
CONTRACTOR's Continuing Obligation
Waiver of Claims
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Article 15 - Suspension of Work and Termination
OWNER May Suspend Work
Termination for Cause
Termination for Convenience
CONTRACTOR May Stop Work or Terminate
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Article 16 - Dispute Resolution
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Article 17 - Miscellaneous
Giving Notice
Computation of Time
General
Substitutions
Sanitary Sewer Overflow Prevention
Program Manager
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Augusta CMAR Agreement MESSERLY WPCP
Revision Date
August 2001
GENERAL CONDITIONS
ARTICLE I--DEFINITIONS
Wherever used in these General Conditions or in the other Contract Documents the following terms have the
meanings indicated, which are applicable to both the singular and plural thereof:
Addenda -Any changes, revisions or clarifications of the Contract Documents which have been duly issued by
OWNER to prospective Bidders prior to the time of opening of Bids.
Aareement- The written aoreement between OWNER and CONTRACTOR coverino the Work to be performed:
other Contract Documents are attached to the Aqreement and made a part thereof as provided therein.
Application for Pavment-The form accepted by PROFESSIONAL which is to be used by CONTRACTOR in
reouestino prooress or final payments and which is toinclude such supportino documentation as is reouired by
the Contract Documents.
Bid-The offer or proposal of the bidder submitted on the prescribed form settino forth the price( s) for the Work
to be performed.
Bonds-Bid, performance and payment bonds and other instruments of security furnished by CONTRACTOR
and its Surety in accordance with the Contract Documents.
Chanae Order-- A document recommended by PROFESSIONAL, which is sioned by CONTRACTOR and
OWNER, and authorizes an addition, deletion or revision in the Work, or an adiustment in the Contract Price or
the Contract Time, issued on or after the Effective Date of the Aoreement.
Contract Documents-The Aqreement: Addenda (which pertain to the Contract Documents ): CONTRACTOR's
Bid (includino documentation accompanyino the Bid and any post-Bid documentation submitted prior to the
Notice of Award) when attached as an exhibit to the Aqreement: the Bonds: these General Conditions: the
Supplementary Conditions: the Plans. Specifications and the Drawinos as the same are more specifically
identified in the Aoreement: Certificates of Insurance: Notice of Award: and Chanoe Order duly delivered after
execution of Contract tooether with all amendments, modifications and supplements issued pursuant to
paraoraphs 3.3 and 3.5 or after the Effective Date of the Aoreement.
Contract Price-The moneys payable by OWNER to CONTRACTOR under the Contract Documents as stated
in the Aoreement (subiect to the provisions of paraoraph 11.9.1 in the case of Unit Price Work).
Contract Time-The number of days (computed as provided in paraoraph 17.2.1) or the date stated in the
Aoreement for the completion of the Work.
CONTRACTOR -The person, firm or corporation with whom OWNER has entered into the Agreement.
COUNTY-Richmond County, Georgia, or Augusta, Georgia, political subdivisions of the State of Georgia, the
Augusta-Richmond County Commission, and its authorized designees, agents, or employees.
Dav -Either a workino day or calendar day as specified in the bid documents. If a calendar day shall fall on a
leoal holiday, that day will be omitted from the computation. Leqal Holidays: New Year's Day, Martin Luther
Kino Day, Memorial Day. 4th of July, Labor Day, Veterans Day, Thanksoivinq Day and the followinq Friday,
and Christmas Day.
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Defective-An adiective which. when modifyina the word Work. refers to Work that is unsatisfactory. faulty or
deficient. does not conform to the Contract Documents. or does not meet the requirements of any inspection.
reference standard. test or approval referred to in the Contract Documents. or has been damaoed prior to
PROFESSIONAL's recommendation of final payment, unless responsibility forthe protection thereof has been
assumed by OWNER at Substantial Completion (in accordance with paraoraph 14.8 or 14.10).
Drawinqs-The drawinos which show the character and scope of the Work to be performed and which have
been prepared or approved by PROFESSIONAL and are referred to in the Contract Documents.
Effective Date of the Aqreement-The date indicated in the Aoreement on which it becomes effective. but if no
such date is indicated it means the date on which the Aoreement is sioned by the Mayor of Auousta. Georaia.
Field Order-A written order issued by PROFESSIONAL that modifies Drawings and Specifications, but which
does not involve a change in the Contract Price or the Contract Time.
General Requirements-Sections of Division I of the Specifications.
Laws or Requlations-Laws. rules. reoulations. ordinances. codes and/or orders.
Notice of Award-The written notice by OWNER to the apparent successful bidder statino that upon compliance
by the apparent successful bidder with the conditions precedent enumerated therein. within the time specified.
OWNER will sion and deliver the Aoreement.
Notice to Proceed-A written notice oiven by OWNER to CONTRACTOR (with a COpy to PROFESSIONAL)
fixina the date on which the Contract Time will commence to run and on which CONTRACTOR shall start to
perform CONTRACTOR'S oblioations under the Contract Documents.
OWNER- Augusta, Georgia, and the Augusta-Richmond County Commission.
Partial Utilization-Placing a portion of the Work in service for the purpose for which it is intended or for a
related purpose) before reaching Substantial Completion for all the Work.
PROFESSIONAL-The Architectural/Engineering firm or individual or in-house licensed person designated to
perform the design and/or resident engineer services for the Work.
PROGRAM MANAGER - The professional firm or individual desionated as the representative orthe OWNER
who shall act as liaison between OWNER and both the PROFESSIONAL and CONTRACTOR when proiect is
part of an OWNER desionated prooram.
Proiect- The total construction of which the Work to be provided under the Contract Documents may be the
whole. or a part. as indicated elsewhere in the Contract Documents.
Proiect Area-The area within which are the specified Contract Limits of the improvements contemplated to
be constructed in whole or in part under this Contract.
Project Manager-The professional in charge, serving OWNER with architectural or engineering services, his
successor, or any other person or persons, employed by said OWNER, for the purpose of directing or having
in charge the work embraced in this Contract.
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Resident Proiect Representative-The authorized representative of PROFESSIONAL as PROGRAM
MANAGER who is assioned to the site or any part thereof.
Shop Drawings-All drawings, diagrams, illustrations, schedules and other data which are specifically prepared
by or for CONTRACTOR to illustrate some portion of the Work and all illustrations, brochures, standard
schedules, performance charts, instructions, diagrams and other information prepared by a Supplier and
submitted by CONTRACTOR to illustrate material or equipment for some portion of the Work.
Specifications-Those portions of the Contract Documents consistino of written technical descriptions of
materials. eouipment. construction systems. standards and workmanship as applied to the Work and certain
administrative details applicable thereto.
Subcontractor-An individual. firm or corporation havino a direct contract with CONTRACTOR or with any other
SUBCONTRACTOR for the performance of a part of the Work at the site.
Substantial Completion-The Work (or a specified part thereof) has progressed to the point where, in the
opinion of PROFESSIONAL as evidenced by PROFESSIONAL's definitive certificate of Substantial
Completion, it is sufficiently complete, in accordance with the Contract Documents, so that the Work (or
specified part) can be used for the purposes for which it is intended, or if there be no such certificate issued,
when final payment is due in accordance with paragraph 14.13. The terms "substantially complete" and
"substantially completed" as applied to any Work refer to Substantial Completion thereof.
Supplementary Conditions-The part of the Contract Documents which amends or supplements these General
Conditions.
. Supplier-A manufacturer. fabricator. supplier. distributor. materialman or vendor.
Underground Facilities-All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels or other
such facilities or attachments, and any encasement containing such facilities which have been installed
underground to furnish any of the following services or materials: electricity, gases, steam, liquid petroleum
products, telephone or other communications, cable television, sewage and drainage removal, traffic or other
control systems, or water.
Unit Price Work-Work to be paid for on the basis of unit prices.
Work-The entire completed construction or the various separately identifiable parts thereof required to be
furnished under the Contract Documents. Work is the result of performing services, furnishing labor and
furnishing and incorporating materials and equipment into the construction, and furnishing documents, all as
required by the Contract Documents.
Work Chanae Directive-A written directive to CONTRACTOR. issued on or after the Effective Date of the
Aoreement and sioned by OWNER and recommended by PROFESSIONAL. orderino an addition. deletion or
revision in the Work. or respondino to differinQ or unforeseen physical conditions under which the Work is to
be performed as provided in paraoraph 4.2 or 4.3 or to emeroencies under paraoraph 6.22. A Work Chanae
Directive may not chanoe the Contract Price or the Contract Time but is evidence that the parties expect that
the chanQe directed or documented by a Work Chanae Directive will be incorporated in a subseouently issued
ChanQe Order followino neootiations by the parties as to its effect. if any. on the Contract Price or Contract
Time as provided in Article 10.
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August 2001
CONTRACTOR on or after the Effective Date of the AQreement and normally dealinq with the non-enqineerinq
or non-technical rather than strictly Work-related aspects of the Contract Documents.
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August 2001
ARTICLE 2-PRELlMINARY MATTERS
Delivery of Bonds:
2.1. When CONTRACTOR delivers the executed Agreements to OWNER, CONTRACTOR shall also
deliver to OWNER such Bonds as CONTRACTOR may be required to furnish in accordance with these
Contract Documents.
Copies of Documents:
2.2. After the award of the Contract, OWNER shall furnish CONTRACTOR, at no cost, one (1)
complete set of the Contract Documents for execution of the work. Additional sets of the project manual and
drawings and/or individual pages or sheets of the project manual or drawings will be furnished by COUNTY
upon CONTRACTOR's request and at CONTRACTOR's expense, which will be OWNER's standard charges
for printing and reproduction.
Commencement of Contract Time, Notice to Proceed:
2.3. The Contract Time shall commence as established in the Notice to Proceed. A Notice to Proceed
may be given at any time after the Effective Date of the Contract.
Starting the Project:
2.4. CONTRACTOR shall begin the Work on the date the Contract Time commences. No Work shall
be done prior to the date on which the Contract Time commences. Any Work performed by CONTRACTOR
prior to date on which Contract Time commences shall be at the sole risk of CONTRACTOR.
Before Starting Construction:
2.5. Before undertaking each part of the Work, CONTRACTOR shall carefully study and compare the
Contract Documents and check and verify pertinent figures shown thereon and all applicable field
measurements. CONTRACTOR shall promptly report in writing to PROFESSIONAL any conflict, error,
ambiguity, or discrepancy which CONTRACTOR may discover and shall obtain a written interpretation or
clarification from PROFESSIONAL before proceeding with any Work affected thereby. CONTRACTOR shall
be liable to OWNER for failure to report any conflict, error, ambiguity or discrepancy in the Contract
Documents, if CONTRACTOR knew or reasonably should have known thereof.
2.6. Within ten days after the Effective Date of the Agreement (unless otherwise specified in the
General Requirements), CONTRACTOR shall submit to PROFESSIONAL and OWNER for review:
2.6.1. an estimated progress schedule indicating the starting and completion dates of the various
stages of the Work:
2.6.2. a preliminary schedule of Shop Drawing and Sample submissions, and
2.6.3. a preliminary schedule of values for all of the Work which will include quantities and prices of
items aggregating the Contract Price and will subdivide the Work into component parts in sufficient detail to
serve as the basis for progress payments during construction. Such prices will include an appropriate amount
of overhead and profit applicable to each item of Work which will be confirmed in writing by CONTRACTOR at
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the time of submission.
2.7. Before any Work at the site is started, CONTRACTOR shall deliver to OWNER, with copies to
each additional insured identified in the Supplementary Conditions, an original policy or certified copies of
each insurance policy (and other evidence of insurance which OWNER may reasonably request) which
CONTRACTOR is required to purchase and maintain in accordance with Article 5.
Pre-construction Conference:
2.8. Before any Work at the site is started, a conference attended by CONTRACTOR, OWNER,
PROFESSIONAL and others as appropriate will be held to establish a working understanding among the
parties as to the Work and to discuss the schedules referred to in 2.6 as well as procedures for handling
Shop Drawings and other submittals, processing applications for payment and maintaining required records.
Finalizing Schedules:
2.9. At least ten days before submission of the first Application for Payment, a conference attended by
CONTRACTOR, PROFESSIONAL and OWNER and others as appropriate will be held to finalize the
schedules submitted in accordance with paragraph 2.6. CONTRACTOR shall have an additional ten (10)
calendar days to make corrections and adjustments and to complete and resubmit the schedules. No
progress payment shall be made to CONTRACTOR until the schedules are submitted and acceptable tb
OWNER and PROFESSIONAL as provided below. The finalized progress schedule will be acceptable to
OWNER and PROFESSIONAL as providing an orderly progression of the Work to completion within any
specified Milestones and the Contract Time, but such acceptance will neither impose on PROFESSIONAL
responsibility for the sequencing, scheduling or progress of the Work nor interfere with or relieve
CONTRACTOR from full responsibility therefor. The finalized schedule of Shop Drawing submissions and
Sample submissions will be acceptable to PROFESSIONAL as providing a workable arrangement for
reviewing and processing the submissions. CONTRACTOR's schedule of values shall be approved by
PROFESSIONAL as to form and substance.
CONTRACTOR, in addition to preparing an initially acceptable schedule, shall be responsible for
maintaining the schedule, including updating schedule. Schedule updates shall include progression of work as
compared to scheduled progress on work. Schedule updates shall accompany each pay request.
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August 2001
ARTICLE 3-CONTRACT DOCUMENTS; INTENT,
AMENDING, REUSE
Intent:
3.1. The Contract Documents comprise the entire agreement between OWNER and CONTRACTOR
concerning the Work. The Contract Documents are complementary: what is called for by one is as binding as
if called for by all. The Contract Documents will be construed in accordance with the law of the State of
Georgia.
3.2. It is the intent of the Contract Documents to describe a functionally complete Project (or part
thereof) to be constructed in accordance with the Contract Documents. Any Work, materials or equipment that
may reasonably be inferred from the Contract Documents or from prevailing custom o~trade usage as being
required to produce the intended result will be supplied whether or not specifically called for. When words or
phrases which have a well-known technical or construction industry or trade meaning are used to describe
Work, materials or equipment, such words shall be interpreted in accordance with that meaning.
3.3. Except as otherwise specifically stated in the Contract Documents or as may be provided by
amendment or supplement thereto issued by one of the methods indicated in 3.6 or 3.7, the provisions of the
Contract Documents shall take precedence in resolving any conflict, error, ambiguity or discrepancy between
the provisions of the Contract Documents and the provisions of any such standard, specification, manual, code
or instruction (whether or not specifically incorporated by reference in the Contract Documents) and the
provisions of any such Laws or Regulations applicable to the performance of the Work (unless such an
interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).
Clarifications and interpretations of the Contract Documents shall be issued by PROFESSIONAL as provided
in paragraph 9.4.
3.4. Reference to standards, specifications, manuals or codes of any technical society, organization or
association, orto the Laws or Regulations of any governmental authority, whether such reference be specific
or by implication, shall mean the latest standard, specification, manual, code or Laws or Regulations in effect
at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may
be otherwise specifically stated in the Contract Documents.
3.5. If, during the performance of the Work, CONTRACTOR discovers any conflict, error, ambiguity or
discrepancy within the Contract Documents or between the Contract Documents and any provision of any
such Law or Regulation applicable to the performance of the Work or of any such standard, specification,
manual or code or of any instruction of any Supplier referred to in 6.7, CONTRACTOR shall so report to
PROFESSIONAL in writing at once and before proceeding with the Work affected thereby and shall obtain a
written interpretation or clarification from PROFESSIONAL; however, CONTRACTOR shall not be liable to
OWNER or PROFESSIONAL for failure to report any conflict, error, ambiguity or discrepancy in the Contract
Documents unless CONTRACTOR had actual knowledge thereof or should reasonably have known thereof.
Amending and Supplementing Contract Documents:
3.6. The Contract Documents may be amended to provide for additions, deletions and revisions in the
Work or to modify the terms and conditions thereof in one or more of the following ways:
3.6.1. a formal Written Amendment,
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3.6.2. a Change Order (pursuant to paragraph 10.3), or
3.6.3. a Work Change Directive (pursuant to paragraph 10.4).
As indicated in paragraphs 11.2 and 12.1, Contract Price and Contract Time may only be changed by a
Change Order or a Written Amendment.
3.7. In addition, the requirements of the Contract Documents may be supplemented, and minor
variations and deviations in the Work may be authorized in one or more of the following ways:
3.7.1. a Field Order (pursuant to paragraph 9.5).
3.7.2. PROFESSIONAL's approval of a Shop Drawing or sample (pursuant to paragraphs 6.24 and
6.26), or
3.7.3. PROFESSIONAL's written interpretation or clarification (pursuant to paragraph 9.4).
Reuse of documents:
3.8. Neither CONTRACTOR nor any Subcontractor or Supplier or other person or organization
performing or furnishing any of the Work under a direct or indirect contract with OWNER shall have or acquire
any title to or OWN ERSH I P rights in any of the Drawings, Specifications or other documents (or copies of any
thereof) prepared by or bearing the seal of PROFESSIONAL or PROFESSIONAL's consultant; and they shall
not reuse such Drawings, Specifications or other documents (or copies of any thereof) on extensions of the
Project or any other project without written consent of OWNER and PROFESSIONAL and specific written
verification or adaptation by PROFESSIONAL.
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August 2001
ARTICLE 4-AVAILABILlTY OF LANDS, PHYSICAL
CONDITIONS; REFERENCE POINTS
Availability of Lands:
4.1. OWNER shall furnish, as indicated in the Contract Documents, the lands upon which the Work is
to be performed, rights-of-way and easements for access thereto, and such other lands which are designated
for the use of CONTRACTOR. Necessary easements or rights-of-way will be obtained and expenses will be
borne by OWNER. If CONTRACTOR and OWNER are unable to agree on entitlement to or the amount or
extent of any adjustments in the Contract Price or the Contract Times as a result of any delay in OWNER's
furnishing these lands, rights-of-way or easements, the CONTRACTOR may make a claim therefor as
provided in Articles 11 and 12. The CONTRACTOR shall provide for all additional lands and access thereto
that may be required for temporary construction facilities or storage of materials and equipment.
Physical Conditions:
4.2.1. Explorations and Reports: Reference is made to the Supplementary Conditions for identification
of those reports of explorations and tests of subsurface conditions at or contiguous to the site that have been
utilized in preparing the Contract Documents and those drawings of physical conditions in or relating to
existing surface or subsurface structures at or contiguous to the site (except Underground FacilitiE3.s) that ha,,-e
been utilized in preparing the Contract Documents. .
4.2.2. CONTRACTOR may rely upon the general accuracy of the "technical data" contained in such
reports and drawings. Such "technical data" is identified in the Supplementary Conditions. Except for such
reliance on such "technical data," CONTRACTOR may not rely upon or make any claim against OWNER,
PROFESSIONAL, or any of PROFESSIONAL's Consultants with respect to:
4.2.2.1. the completeness of such reports and drawings for CONTRACTOR's purposes, including but
not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to
be employed by CONTRACTOR and safety precautions and programs incident thereto, or
4.2.2.2. other data, interpretations, opinions and information contained in such reports or shown or
indicated in such drawings, or
4.2.2.3. any CONTRACTOR interpretation of or conclusion drawn from any "technical data" or any
such data, interpretations, opinions or information.
4.2.4. The OWNER and PROFESSIONAL shall promptly investigate such conditions, and, if they
differ materially and cause an increase or decrease in CONTRACTOR's cost of, or time required for,
performance of any part of the Work, the OWNER and PROFESSIONAL shall recommend an equitable
adjustment in the Contract Price or Contract Time, or both. If the OWNER and PROFESSIONAL determine
that the conditions at the Site are not materially different from those indicated in the Contract Documents or
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are not materially different from those ordinarily found and that no change in the terms of the Contract is
justified, the PROFESSIONAL shall notify CONTRACTOR of the determination in writing. The Work shall be
performed after direction is provided by the PROFESSIONAL.
Physical Conditions-Underground Facilities:
4.3.1. Shown or Indicated: The information and data shown or indicated in the Contract Documents
with respect to existing Underground Facilities at or contiguous to the site is based on information and data
furnished to OWNER or PROFESSIONAL by OWNER'S of such Underground Facilities or by others. Unless
it is otherwise expressly provided in the Supplementary Conditions:
4.3.1.1. OWNER and PROFESSIONAL shall not be responsible for the accuracy or completeness of
any such information or data; and
4.3.1.2. The cost of all of the following will be included in the Contract Price and CONTRACTOR shall
have full responsibility for reviewing and checking all such information and data for locating all Underground
Facilities shown or indicated in the Contract Documents, for coordination of the Work with the OWNER'S of
such Underground Facilities during construction, for the safety and protection thereof as provided in paragraph
6.20 and repairing any damage thereto resulting from the Work, the cost of all of which will be considered as
_having been included in the Contract Price.
4.3.2. Not Shown or Indicated. If an Underground Facility is uncovered or revealed at or contiguous to
the site which was not shown or indicated in the Contract Documents and which CONTRACTOR could not
reasonably have been expected to be aware of, CONTRACTOR shall, promptly after becoming aware thereof
and before performing any Work affected thereby except in an emergency as permitted by paragraph 6.22,
identify the OWNER of such Underground Facility and give written notice thereof to that OWNER and to
OWNER and PROFESSIONAL. PROFESSIONAL will promptly review the Underground Facility to determine
the extent to which the Contract Documents should be modified to reflect and document the consequences of
the existence of the Underground Facility, and the Contract Documents will be amended or supplemented to
the extent necessary. During such time, CONTRACTOR shall be responsible for the safety and protection of
such Underground Facility as provided in paragraph 6.20. CONTRACTOR shall be allowed an increase in the
Contract Price or an extension of the Contract Time, or both, to the extent that they are attributable to the
existence of any Underground Facility that was not shown or indicated in the Contract Documents and which
CONTRACTOR could not reasonably have been expected to be aware of. If the parties are unable to agree
as to the amount or length thereof, CONTRACTOR may make a claim therefor as provided in Articles 11 and
12.
Reference Points:
4.4. OWNER shall provide Engineering surveys to establish reference points for construction which in
PROFESSIONAL's judgment are necessary to enable CONTRACTOR to proceed with the Work.
CONTRACTOR shall be responsible for laying out the Work (unless otherwise specified in the General
Requirements), shall protect and preserve the established reference points and shall make no changes or
relocations without the prior written approval of OWNER. CONTRACTOR shall report to PROFESSIONAL
whenever any reference point is lost or destroyed or requires relocation because of necessary changes in
grades or locations, and shall be responsible for the accurate replacement or relocation of such reference
points by professionally qualified personnel.
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Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material:
4.5 OWNER shall be responsible for any Asbestos, PCBs, Petroleum, Hazardous Waste or
Radioactive Material uncovered or revealed at the site which was not shown or indicated in Drawings or
Specifications or identified in the Contract Documents to be within the scope of the Work and which may
present a substantial danger to persons or property exposed thereto in connection with the Work at the site.
OWNER shall not be responsible for any such materials brought to the site by CONTRACTOR, Subcontractor,
Suppliers or anyone else for whom CONTRACTOR is responsible.
4.6 CONTRACTOR shall immediately: (i) stop all work in connection with such hazardous condition
and in any area affected thereby (except in an emergency as required by 6.22), and (ii) notify OWNER and
PROFESSIONAL (and thereafter confirm such notice in writing). OWNER shall promptly consult with
PROFESSIONAL concerning the necessity for OWNER to retain a qualified expert to evaluate such hazardous
condition or take corrective action, if any. CONTRACTOR shall not be required to resume Work in connection
with such hazardous condition or in any such affected area until after OWNER has obtained any required
permits related thereto and delivered to CONTRACTOR special written notice (i) specifying that such condition
and any affected area is or has been rendered safe for the resumption of Work, or (ii) specifying any special
conditions under which such Work may be resumed safely. If OWNER and CONTRACTOR cannot agree as
to entitlement to or the amount or extent of an adjustment, if any, in Contract Price or Contract Tim~s as a
result of such Work stoppage or such special conditions under which Work is agreed by CONTRACTOR to be
resumed, either party may make a claim therefor as provided in Articles 11 and 12.
4.7 If after receipt of such special written notice, CONTRACTOR does not agree to resume such
Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special
conditions, then CONTRACTOR may order such portion of the Work that is in connection with such hazardous
conditions or in such affected area to be deleted from the Work. If OWNER and CONTRACTOR cannot agree
as to entitlement to or the amount or extent of an adjustment, if any, in Contract Price or Contract Times as a
result of deleting such portion of the Work, then either party may make a claim therefor as provided in Articles
11 and 12. OWNER may have deleted such portion of the Work performed by OWNER's own forces or others
in accordance with Article 7.
4.7.1 The provisions of 4.2 and 4.3 are not intended to apply to Asbestos, PCBs, Petroleum,
Hazardous Waste or Radioactive Material uncovered or revealed at the site.
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ARTICLE 5-BONDS AND INSURANCE
Performance and Other Bonds:
Licensed Sureties and Insurers; Certificates of Insurance
5.2.1 All bonds and insurance required by the Contract Documents to be purchased and maintained
by CONTRACTOR shall be obtained from surety or insurance companies that are duly licensed or authorized
in the State of Georgia to issue bonds or insurance policies for the limits and coverages so required. All bonds
signed by an agent must be accompanied by a certified copy of authority to act. Such surety and insurance
companies shall also meet such additional requirements and qualifications as may be provided in the
Supplementary Conditions.
5.2.3. If the surety on any Bond furnished by CONTRACTOR is declared bankrupt or becomes
insolvent or its right to do business is terminated in any state where any part of the Project is located or it
ceases to meet the requirements of paragraph 5.1, CONTRACTOR shall within five days thereafter substitute
another Bond and Surety, both of which must be acceptable to OWNER.
CONTRACTOR's Liability Insurance:
5.3.1. Claims under workers' or workmen's compensation, disability benefits and other similar
employee benefit acts;
5.3.2. Claims for damages because of bodily injury, occupational sickness or disease, or death of
CONTRACTOR's employees;
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5.3.3. Claims for damages because of bodily injury, sickness or disease, or death of any person other
than CONTRACTOR's employees;
5.3.4. Claims for damages insured by personal injury liability coverage which are sustained (a) by any
person as a result of an offense directly or indirectly related to the employment of such person by
CONTRACTOR, or (b) by any other person for any other reason;
5.3.5. Claims for damages, other than to the Work itself, because of injury to or destru'ction of tangible
property wherever located, including loss of use resulting therefrom;
5.3.6. Claims arising out of operation of Laws or Regulations for damages because of bodily injury or
death of any person or for damage to property; and
5.3.7. Claims for damages because of bodily injury or death of any person or property damage arising
out of the OWNERSHIP, maintenance or use of any motor vehicle.
Contractual Liability Insurance:
5.4. The comprehensive general liability insurance required by paragraph 5.3 will include contractual
liability insurance applicable to CONTRACTOR's obligations under paragraphs 6.32 and 6.33.
OWNER's Liability Insurance:
5.5. OWNER shall be responsible for purchasing and maintaining OWNER's own liability insurance,
and/or Risk Retention Program, and, at OWNER's option, may purchase and maintain such insurance as will
protect OWNER against claims which may arise from operations under the Contract Documents.
Property Insurance:
5.6. Unless otherwise provided in the Supplementary Conditions, OWNER shall purchase and
maintain property insurance upon the Work at the site to the full insurable value thereof (subject to such
deductible amounts as may be provided in the Supplementary Conditions or required by Laws and
Regulations). This insurance shall include the interests of OWNER, CONTRACTOR, Subcontractors,
PROGRAM MANAGER, PROFESSIONAL and PROFESSIONAL's consultants in the Work, all of whom shall
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be listed as insureds or additional insured parties, shall insure against the perils of fire and extended coverage
and shall include "all risk" insurance for physical loss and damage including theft, vandalism and malicious
mischief, collapse and water damage, and such other perils as may be provided in the Supplementary
Conditions, and shall include damages, losses and expenses arising out of or resulting from any insured loss
or incurred in the repair or replacement of any insured property (including but not limited to fees and charges
of PROFESSIONALs, architects, attorneys and other PROFESSIONALs). If not covered under the "all risk"
insurance or otherwise provided in the Supplementary Conditions, CONTRACTOR shall purchase and
maintain similar property insurance on portions of the Work stored on and off the site or in transit when such
portions of the Work are to be included in an Application for Payment.
5.7. OWNER shall purchase and maintain such boiler and machinery insurance or additional property
insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include
the interests of OWNER, CONTRACTOR, Subcontractors, PROFESSIONAL AND PROFESSIONAL's
consultants in the Work, all of whom shall be listed as insured or additional insured parties.
5.8. All the policies of insurance (or the certificates or other evidence thereof) required to be
purchased and maintained by OWNER in accordance with paragraphs 5.6 and 5.7 will contain a provision or
endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at
least thirty days prior written notice has been given to CONTRACTOR by certified mail and will contain waiver
provisions in accordance with paragraph of 5.11.2.
5.9. OWNER shall not be responsible for purchasing and maintaining any property insurance to
protect the Interests of CONTRACTOR, Subcontractors or others in the Work to the extent of any deductible
amounts that are provided in the Supplementary Conditions. The risk of loss within the deductible amount will
be borne by CONTRACTOR, Subcontractor or others suffering any such loss, and if any of them wishes
property insurance coverage within the limits of such amounts, each may purchase and maintain it at the
purchaser's own expense.
5.10. If CONTRACTOR requests in writing that other special insurance be included in the property
insurance policy, OWNER shall, if possible, include such insurance, and the cost thereof will be charged to
CONTRACTOR by appropriate Change Order or Written Amendment. Prior to commencement of the Work at
the site, OWNER shall in writing advice CONTRACTOR whether or not such other insurance has been
procured by OWNER.
Waiver of Rights:
5.11.1. OWNER and CONTRACTOR waive all rights against each other for all losses and damages
caused by any of the perils covered by the policies of insurance provided in response to paragraphs 5.6 and
5.7 and other property insurance applicable to the Work, and also waive all such rights against the
Subcontractors, PROFESSIONAL, PROFESSIONAL's consultants and all other parties named as insureds in
such policies for losses and damages so caused. As required by paragraph 6.11, each subcontract between
CONTRACTOR and a Subcontractor will contain similar waiver provisions by the Subcontractor in favor of
OWNER, CONTRACTOR, PROFESSIONAL, PROFESSIONAL's consultants and all other parties named as
insureds. None of the above waivers shall extend to the rights that any of the insured parties may have to the
proceeds of insurance held by OWNER as trustee or otherwise payable under any policy so issued.
5.11.2. OWNER and CONTRACTOR intend that policies provided in response to paragraphs 5.6 and
5.7 shall protect all of the parties insured and provide primary coverage for all losses and damages caused by
the perils covered thereby. Accordingly, all such policies shall contain provisions to the effect that in the event
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of payment of any loss or damage the insurer will have no rights of recovery against any of the parties named
as insureds or additional insureds, and if the insurers require separate waiver forms to be signed by
PROFESSIONAL or PROFESSIONAL's consultant, OWNER will obtain the same, and if such waiver forms
are required of any Subcontractor, CONTRACTOR will obtain the same.
Receipt and Application of Proceeds:
Receipt and Application of Insurance Proceeds
Acceptance of Insurance:
5.14. If OWNER has any objection to the coverage afforded by or other provisions of the insurance
required to be purchased and maintained by CONTRACTOR in accordance with paragraphs 5.3 and 5.4 on
the basis of its not complying with the Contract Documents, OWNER shall notify CONTRACTOR in writing
thereof within ten days of the date of delivery of such certificates to OWNER in accordance with paragraph
2.7. If CONTRACTOR has any objection to the coverage afforded by or other provisions of the policies of
insurance required to be purchased and maintained by OWNER in accordance with paragraphs 5.6 and 5.7 on
the basis of their not complying with the Contract Documents, CONTRACTOR shall notify OWNER in writing
thereof within ten days of the date of delivery, of such certificates to CONTRACTOR in accordance with
paragraph 2.7. OWNER and CONTRACTOR shall each provide to the other such additional information in
respect of insurance provided by each as the other may reasonably request. Failure by OWNER or
CONTRACTOR to give any such notice of objection within the time provided shall constitute acceptance of
such insurance purchased by the other as complying with the Contract Documents.
Partial Utilization-Property Insurance:
5.15. If OWNER finds it necessary to occupy or use a portion or portions of the Work prior to
Substantial Completion of all the Work, such use or occupancy may be accomplished in accordance with
paragraph 14.10 provided that no such use or occupancy shall commence before the insurers providing the
property insurance have acknowledged notice thereof and in writing effected the changes in coverage neces-
sitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or
policies, but the property insurance shall not be canceled or lapse on account of any such partial use or
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occupancy.
Indemnification
5.16.2. In any and all claims against OWNER or any of its agents or employees by any employee of
CONTRACTOR, any SUBCONTRACTOR, anyone directly or indirectly employed by any of them, or anyone
for whose acts any of them may be liable, the indemnification obligation under the previous paragraph shall
not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for
CONTRACTOR or any SUBCONTRACTOR under workmen's compensation acts, disability benefit acts, or
other employee benefit acts.
.... I
5.16.3. CONTRACTOR shall indemnify and hold harmless OWNER and anyone directly or indirectly
employed by it from and against all claims, suits, demands, damages, losses expenses (including attorneys'
fees) arising out of any infringement on patent or copyrights held by others and shall defend all such claims in
connection with any alleged infringement of such. rights.
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ARTICLE 6--CONTRACTOR'S RESPONSIBILITIES
6.1. CONTRACTOR shall supervise and direct the Work competently and efficiently, devoting such
attention thereto and applying such skills and expertise as may be necessary to perform the Work in
accordance with the Contract Documents. CONTRACTOR shall be solely responsible for the means, methods,
techniques, sequences and procedures of construction, but CONTRACTOR shall not be responsible for the
negligence of others in the design or specification of a specific means, method, technique, sequence or
procedure of construction which is shown or indicated in and expressly required by the Contract Documents.
CONTRACTOR shall be responsible to see that the finished Work complies accurately with the Contract
Documents.
6.2. CONTRACTOR shall keep on the Work, at all times during its progress, a competent resident
superintendent, who shall not be replaced without written notice to OWNER and PROFESSIONAL except
under extraordinary circumstances. The superintendent will be CONTRACTOR's representative at the site and
shall have authority to act on behalf of CONTRACTOR. All communications to the superintendent shall be as
binding as if given to CONTRACTOR.
Labor, Materials and Equipment:
6.3. CONTRACTOR shall provide competent, suitably qualified personnel to survey and layout the
Work and perform construction as required by the Contract Documents. CONTRACTOR shall at all times
maintain good discipline and order at the site. Except in connection with the safety or protection of persons or
the Work or property at the site or adjacent thereto, and except as otherwise indicated in the Contract
Documents, all Work at the site shall be performed during regular working hours, and CONTRACTOR will not
permit evening work or the performance of Work on Saturday, Sunday or any legal holiday without OWNER's
written consent given after prior written notice to PROFESSIONAL.
6.4. Unless otherwise specified in the General Requirements, CONTRACTOR shall furnish and
assume full responsibility for all materials, equipment, labor, transportation, construction equipment and
machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities
and all other facilities and incidentals whether temporary or permanent necessary for the execution, testing,
initial operation, and completion of the Work as required by the Contract Documents.
6.5. All materials and equipment shall be of good quality and new, except as otherwise provided in
the Contract Documents. If required by PROFESSIONAL, CONTRACTOR shall furnish satisfactory evidence
(including reports of required tests) as to the kind and quality of materials and equipment. All materials and
equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with
the instructions of the applicable Supplier except as otherwise provided in the Contract Documents; but no
provision of any such instructions will be effective to assign to PROFESSIONAL, or any of PROFESSIONAL's
consultants, agents or employees, any duty or authority to supervise or direct the furnishing or performance of
the Work or any duty or authority to undertake responsibility contrary to the provisions of paragraph 9.14 or
9.15.
Adjusting Progress Schedule:
6.6. CONTRACTOR phall submit to PROFESSIONAL for acceptance to the extent indicated in
paragraph 2.9 adjustments in the progress schedule to reflect the impact thereon of new developments; these
will conform generally to the progress schedule then in effect and additionally will comply witn any provisions
of the General Requirements applicable thereto.
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Substitutes or "Or-Equal" Items:
6.7.1. Whenever materials or equipment are specified or described in the Contract Documents by
using the name of a proprietary item or the name of a particular Supplier, the naming of the item is intended to
establish the type, function and quality required. Unless the name is followed by words indicating that no
substitution is permitted, materials or equipment of other Suppliers may be accepted by PROFESSIONAL if
sufficient information is submitted by CONTRACTOR to allow PROFESSIONAL to determine that the material
or equipment proposed is equivalent or equal to that named. The procedure for review by PROFESSIONAL
will include the following as supplemented in the General Requirements. Requests for review of substitute
items of material and equipment will not be accepted by PROFESSIONAL from anyone other than
CONTRACTOR. If CONTRACTOR wishes to furnish or use a substitute item of material or equipment,
CONTRACTOR shall make written application to PROFESSIONAL for acceptance thereof, certifying that the
proposed substitute will perform adequately the functions and achieve the results called for by the general
design, be similar and of equal substance to that specified and be suited to the same use as that specified.
The application will state that the evaluation and acceptance of the proposed substitute will not prejudice
CONTRACTOR's achievement of Substantial Completion on time, whether or not acceptance of the substitute
for use in the Work will require a change in any of the Contract Documents (or in the provisions of any other
direct contract with OWNER for work on the Project) to adapt the design to the proposed substitute and
whether or not incorporation or use of the substitute in connection with the Work is subject to payment of any
license fee or royalty. All variations of the proposed substitute from that specified will be identified in the
application and available maintenance, repair and replacement service will be indicated. The application will
also contain an itemized estimate of all costs that will result directly or indirectly from acceptance of such
substitute, including costs of redesign and claims of other contractors affected by the resulting change, all of
which shall be considered by PROFESSIONAL. In evaluating the proposed substitute, PROFESSIONAL may
require CONTRACTOR to furnish, at CONTRACTOR's expense, additional data about the proposed
substitute.
6.7.2. If a specific means, method, technique, sequence or procedure of construction is indicated in or
required by the Contract Documents, CONTRACTOR may furnish or utilize a substitute means, method,
sequence, technique or procedure of construction acceptable to PROFESSIONAL, if CONTRACTOR submits
sufficient information to allow PROFESSIONAL to determine that the substitute proposed is equivalent to that
indicated or required by the Contract Documents. The procedure for review by PROFESSIONAL will be similar
to that provided in paragraph 6.7.1 as applied by PROFESSIONAL and as may be supplemented in the Gen-
eral Requirements.
6.7.3. PROFESSIONAL will be allowed a reasonable time within which to evaluate each proposed
substitute. PROFESSIONAL will be the sole judge of acceptability and no substitute will be ordered, installed
or utilized without PROFESSIONAL's prior written acceptance which will be evidenced by either a Change
Order or an approved Shop Drawing. OWNER may require CONTRACTOR to furnish, at CONTRACTOR's
expense, a special performance guarantee or other surety with respect to any substitute. PROFESSIONAL will
record time required by PROFESSIONAL and PROFESSIONAL's consultants in evaluating substitutions
proposed by CONTRACTOR and in making changes in the Contract Documents occasioned thereby. Whether
or not PROFESSIONAL accepts a proposed substitute, CONTRACTOR shall reimburse OWNER for the
charges of PROFESSIONAL and PROFESSIONAL's consultants for evaluating each proposed substitute.
Concerning Subcontractors, Suppliers and Others:
6.8.1. CONTRACTOR shall not employ any Subcontractor, Supplier or other person or organization
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(including those acceptable to OWNER and PROFESSIONAL as indicated in paragraph 6.8.2) whether initially
or as a substitute, against whom OWNER or PROFESSIONAL may have reasonable objection.
CONTRACTOR shall not be required to employ any Subcontractor, Supplier or other person or organization to
furnish or perform any of the Work against whom CONTRACTOR has reasonable objection.
6.8.2. If the Supplementary Conditions require the identity of certain Subcontractors, Suppliers or
other persons or organizations including those who are to fumish the principal items of materials and
equipment to be submitted to OWNER prior to the Effective Date of the Agreement for acceptance by
OWNER and PROFESSIONAL and if CONTRACTOR has submitted a list thereof in accordance with the
Supplementary Conditions, OWNER's or PROFESSIONAL's acceptance (either in writing or by failing to make
written objection thereto by the date indicated for acceptance or objection in the bidding documents or the
Contract Documents) of any such Subcontractor, Supplier or other person or organization so identified may be
revoked on the basis of reasonable objection after due investigation, in which case CONTRACTOR shall
submit an acceptable substitute, the Contract Price will be increased by the difference, and the cost
occasioned by such substitution and an appropriate Change Order will be issued or Written Amendment
signed. No acceptance by OWNER or PROFESSIONAL of any such Subcontractor, Supplier or other person
or organization shall constitute a waiver of any right of OWNER or PROFESSIONAL to reject defective Work.
6.9. CONTRACTOR shall be fully responsible to OWNER and PROFESSIONAL for all acts and
omissions of the Subcontractors, Suppliers and other persons and organizations performing or furnishing any
of the Work under a direct or indirect contract with CONTRACTOR just as CONTRACTOR is responsible for
CONTRACTOR's own acts and omissions. Nothing in the Contract Documents shall create any contractual
relationship between OWNER or PROFESSIONAL and any such Subcontractor, Supplier or other person or
organization, nor shall it create any obligation on the part of OWNER or PROFESSIONAL to payor to see to
the payment of any moneys due any such Subcontractor, Supplier or other person or organization except as
may otherwise be required by Laws and Regulations.
\
6.10. The divisions and sections of the Specifications and the identifications of any Drawings shall not
control CONTRACTOR in dividing the Work among Subcontractors or Suppliers or delineating the Work to be
performed by any specific trade.
6.11. All Work performed for CONTRACTOR by a Subcontractor will be pursuant to an appropriate
agreement between CONTRACTOR and the Subcontractor which specifically binds the Subcontractor to the
applicable terms and conditions of the Contract Documents for the benefit of OWNER and PROFESSIONAL
and contains waiver provisions as required by paragraph 5.11. CONTRACTOR shall pay each Subcontractor a
just share of any insurance moneys received by CONTRACTOR on account of losses under policies issued
pursuant to paragraphs 5.6 and 5.7.
Patent Fees and Royalties:
6.12. CONTRACTOR shall pay all license fees and royalties and assume all costs incident to the use
in the performance of the Work or the incorporation in the Work of any invention, design, process, product or
device which is the subject of patent rights or copyrights held by others. CONTRACTOR shall indemnify and
hold harmless OWNER and PROFESSIONAL and anyone directly or indirectly employed by either of them
from and against all claims, damages, losses and expenses including attorneys' fees and court and arbitration
costs arising out of any infringement on patent rights or copyrights incident to the use in the performance of
the Work or resulting from the incorporation in the Work of any invention, design, process, product or device
not specified in the Contract Documents, and shall defend all such claims in connection with any alleged
infringement of such rights.
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Permits:
Laws and Regulations:
6.14.1. CONTRACTOR shall give all notices and comply with all Laws and Regulations applicable to
furnishing and performance of the Work. Except where otherwise expressly required by applicable Laws and
Regulations, neither OWNER nor PROFESSIONAL shall be responsible for monitoring CONTRACTOR's
compliance with any Laws or Regulations.
6.14.2. If CONTRACTOR observes that any of the Contract Documents are contradictory to such
laws, rules, and regulations, it will notify the Project Manager promptly in writing. Any necessary changes shall
then be adjusted by an appropriate Change Order. If CONTRACTOR performs any Work that it knows or
should have known to be contrary to such laws, ordinances, rules, and regulations and without such notice to
the Project Manager, it shall bear all related costs.
Taxes:
6.15. CONTRACTOR shall pay all sales, consumer, use and other similar taxes required to be paid in
accordance with the Laws and Regulations of the place of the Project which are applicable during the
performance of the Work.
Use of Premises:
6.17. During the progress of the Work, CONTRACTOR shall keep the premises free from
accumulations of waste materials, rubbish and other debris or contaminants resulting from the Work. At the
completion of the Work, CONTRACTOR shall remove all waste materials, rubbish and debris from and about
the premises as well as all tools, appliances, construction equipment and machinery, and surplus materials,
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and shall leave the site clean and ready for occupancy by OWNER. CONTRACTOR shall restore to original
condition all property not designated for alteration by the Contract Documents.
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6.18. CONTRACTOR shall not load nor permit any part of any structure to be loaded in any manner
that will endanger the structure, nor shall CONTRACTOR subject any part of the Work or adjacent property to
stresses or pressures that will endanger them.
Record Documents:
6.19. Contractor shall keep at the site and in good order one record copy of the Contract Documents
and all Drawings and Specifications. These documents shall be annotated on a continuing basis to show all
changes made during the construction process. These shall be available to PROFESSIONAL and the Project
Manager and shall be submitted with the Application for Final Payment.
Safety and Protection:
6.20. CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety
precautions and programs in connection with the Work. CONTRACTOR shall assume all risk of loss for stored
equipment or materials, irrespective of whether CONTRACTOR has transferred the title of the stored
equipment or materials to OWNER. CONTRACTOR shall take all necessary precautions for the safety of, and
shall provide the necessary protection to prevent damage, injury or loss to:
6.20.1. all employees on the Work and other persons and organizations who may be affected thereby;
6.20.2. all the Work and materials and equipment to be incorporated therein, whether in storage on or
off the site; and
6.20.3. other property at the site or adjacent thereto, including trees, shrubs, lawns, walks,
pavements, roadways, structures, utilities and Underground Facilities not designated for removal, relocation or
replacement in the course of construction.
CONTRACTOR shall comply with all applicable Laws and Regulations of any public body having jurisdiction
for the safety of persons or property or to protect them from damage, injury or loss; and shall erect and
maintain all necessary safeguards for such safety and protection. CONTRACTOR shall notify OWNERs of
adjacent property and of Underground Facilities and utility OWNERs when prosecution of the Work may affect
them, and shall cooperate with them in the protection, removal, relocation and replacement of their property.
All damage, injury or loss to any property referred to in paragraph 6.20.2 or 6.20.3 caused, directly or
indirectly, in whole or in part, by CONTRACTOR, any Subcontractor, Supplier or any other person or
organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for
whose acts any of them may be liable, shall be remedied by CONTRACTOR (except damage or loss
attributable to the fault of Drawings or Specifications or to the acts or omissions of OWNER or
PROFESSIONAL or anyone employed by either of them or anyone for whose acts either of them may be
liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of CON-
TRACTOR). CONTRACTOR's duties and responsibilities for the safety and protection of the Work shall
continue until such time as all the Work is completed and PROFESSIONAL has issued a notice to OWNER
and CONTRACTOR in accordance, with paragraph 14.13 that the Work is acceptable (except as otherwise
expressly provided in connection with Substantial Completion).
6.21. CONTRACTOR shall designate a responsible member of its organization whose duty shall be the
prevention of accidents at the site. This person shall be CONTRACTOR's superintendent unless otherwise
designated in writing by CONTRACTOR to the Project Manager.
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Emergencies:
6.22. In emergencies affecting the safety or protection of persons or the Work or property at the site
or adjacent thereto, CONTRACTOR, without special instruction or authorization from PROFESSIONAL or
OWNER, is obligated to act to prevent threatened damage, injury or loss. CONTRACTOR shall give
PROFESSIONAL prompt written notice if CONTRACTOR believes that any significant changes in the Work or
variations from the Contract Documents have been caused thereby. If PROFESSIONAL determines that a
change in the Contract Documents is required because of the action taken in response to an emergency, a
Work Change Directive or Change Order be issued to document the consequences of the changes or
variations.
6.22.1. CONTRACTOR shall immediately notify PROFESSIONAL of all events involving injuries to
any person on the Site, whether or not such person was engaged in the construction of the Project, and shall
file a written report on such person( s) and any other event resulting in property damage of any amount within
five (5) days of the occurrence.
6.22.2. If PROFESSIONAL determines that a change in the Contract Documents is required because
of the action taken by CONTRACTOR in response to such an emergency, a Change Order will be issued to
document the consequences of such action.
Shop Drawings and Samples:
6.23. After checking and verifying all field measurements, CONTRACTOR shall promptly submit to
PROFESSIONAL for approval, in accordance with the accepted schedule of submittals, all submittals and
samples required by the Contract Documents. All submittals and samples shall have been checked by and
stamped with the approval of CONTRACTOR and identified as PROFESSIONAL may require. The data
shown on or with the submittals will be complete with respect to dimensions, design criteria, materials and any
other information necessary to enable PROFESSIONAL to review the submittal as required. At the time of
each submission, CONTRACTOR shall give notice to PROFESSIONAL of all deviations that the submittal or
sample may have from the requirements of the Contract Documents.
6.24. PROFESSIONAL shall review and approve submittals and samples. Professional's review and
approval shall be only for conformance with the design concept of the Project and compliance with the
information given in the Contract Documents. The approval of a separate item as such will not indicate
approval of the assembly in which the item functions. CONTRACTOR will make any corrections required by
PROFESSIONAL and resubmit the required number of corrected copies until approved. CONTRACTOR's
stamp of approval on any submittal or sample shall constitute its representation to PROFESSIONAL and
OWNER that CONTRACTOR has determined and verified all quantities, dimensions, field construction criteria,
materials, catalog numbers, and similar data, and that each submittal or sample has been reviewed or
coordinated with the requirements of the Work and the Contract Documents.
6.24.1. No Work requiring a submittal or sample submission shall commence until the submission has
been approved by PROFESSIONAL. A copy of each approved submittal and each approved sample shall be
kept in good order by CONTRACTOR at the site and shall be available to PROFESSIONAL and OWNER.
Any delays associated with the submittal process will be considered for time extensions only, and no damages
or additional compensation for delay will be allowed.
6.24.2. Before submission of each Shop Drawing or sample, CONTRACTOR shall have determined
and verified all quantities, dimensions, specified performance criteria, installation requirements, materials,
catalog numbers and similar data with respect thereto and reviewed or coordinated each Shop Drawing or
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sample with other Shop Drawings and samples and with the requirements of the Work and the Contract
Documents.
6.24.3. At the time of each submission, CONTRACTOR shall give PROFESSIONAL specific written
notice of each variation that the Shop Drawings or samples may have from the requirements of the Contract
Documents, and, in addition, shall cause a specific notation to be made on each Shop Drawing submitted to
PROFESSIONAL for review and approval of each such variation.
6.26. PROFESSIONAL will review and approve with reasonable promptness Shop Drawings and
samples, but PROFESSIONAL's review and approval will be only for conformance with the design concept of
the Project and for compliance with the information given in the Contract Documents and shall not extend to
means, methods, techniques, sequences or procedures of construction (except where a specific means,
method, technique, sequence or procedure of construction is indicated in or required by the Contract
Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item
as such will not indicate approval of the assembly in which the item functions.
6.27. PROFESSIONAL's approval of submittals or samples shall not relieve CONTRACTOR from
responsibility for any variation from the requirements of the Contract Documents unless CONTRACTOR has,
in writing, called PROFESSIONAL's attention to each such variation at the time of submission and the
OWNER has given written approval to the specific deviation; any such approval by PROFESSIONAL shall not
relieve CONTRACTOR from responsibility for errors or omissions in the submittals.,
6.28. Where a shop drawing or sample is required by the Contract Documents or the schedule of
shop drawings and sample submissions accepted by PROFESSIONAL as required, any related work
performed prior to PROFESSIONAL's review and approval of the pertinent submittal will be at the sole
expense and responsibility of CONTRACTOR.
Continuing the Work:
6.30. CONTRACTOR shall carry on the Work and adhere to the progress schedule during all disputes
or disagreements with OWNER. No Work shall be delayed or postponed pending resolution of any disputes or
disagreements, except as permitted by paragraph 15.6 or as CONTRACTOR and OWNER may otherwise
agree in writing.
Cleaning Up:
6.31. CONTRACTOR shall maintain the site free from accumulations of waste materials, rubbish, and
other debris or contaminants resulting from the work on a daily basis or as required. At the completion of the
work, CONTRACTOR shall remove all waste materials, rubbish, and debris from the site as well as all tools,
construction equipment and machinery, and surplus materials and will leave the Site clean and ready for
occupancy by OWNER. All disposal shall be in accordance with applicable Laws and Regulations. In addition
to any other rights available to OWNER under the Contract Documents, CONTRACTOR's failure to maintain
the site may result in withholding of any amounts due CONTRACTOR. CONTRACTOR will restore to original
condition those portions of the site not designated for alteration by the Contract Documents.
Indemnification:
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6.33. In any and all claims against OWNER, PROGRAM MANAGER or PROFESSIONAL or any of
their consultants, agents or employees by any employee of CONTRACTOR, any Subcontractor, any person or
organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for
whose acts any of them may be liable, the indemnification obligation under paragraph 6.32 shall not be limited
in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for
CONTRACTOR or any such Subcontractor or other person or organization under workers' or workmen's
compensation acts, disability benefit acts or other employee benefit acts.
6.34. The obligations of CONTRACTOR under paragraph 6.32 shall not extend to the liability of
PROFESSIONAL, PROFESSIONAL's consultants, agents or employees arising out of the preparation or
approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications.
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ARTICLE 7---0THER WORK
Related Work at Site:
7.2. If any part of CONTRACTOR's Work depends for proper execution or results upon the work of
any such other contractor or utility OWNER (or OWNER), CONTRACTOR shall inspect and promptly report to
PROFESSIONAL in writing any delays, defects or deficiencies in such work that render it unavailable or
unsuitable for such proper execution and results. CONTRACTOR's failure so to report will constitute an
acceptance of the other work as fit and proper for integration with CONTRACTOR's Work except for latent or
nonapparent defects and deficiencies in the other work.
Coordination:
7.4. If OWNER contracts with others for the performance of other work on the Project at the site, the
person or organization who will have authority and responsibility for coordination of the activities among the
various prime contractors will be identified in the Supplementary Conditions, and the specific matters to be
covered by such authority and responsibility will be itemized, and the extent of such authority and
responsibilities will be provided in the Supplementary Conditions. Unless otherwise provided in the
Supplementary Conditions, neither OWNER nor PROFESSIONAL shall have any authority or responsibility in
respect of such coordination.
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ARTICLE 8---0WNER'S RESPONSIBILITIES
8.1. Except as otherwise provided in these General Conditions, OWNER shall issue all
communications to CONTRACTOR through the PROGRAM MANAGER or PROFESSIONAL.
8.2. Incase of termination of the employment of PROFESSIONAL, OWNER shall appoint a
PROFESSIONAL against whom CONTRACTOR makes no reasonable objection, whose status under the
Contract Documents shall be that of the former PROFESSIONAL. Any dispute in connection with such
appointment shall be subject to arbitration.
8.3. OWNER shall furnish the data required of OWNER under the Contract Documents promptly and
shall make payments to CONTRACTOR promptly after they are due as provided in paragraphs 14.4 and
14.13.
8.4. OWNER's duties in respect of providing lands and easements and providing Engineering surveys
to establish reference points are set forth in paragraphs 4.1 and 4.4. Paragraph 4.2 refers to OWNER's
identifying and making available to CONTRACTOR copies of reports of explorations and tests of subsurface
conditions at the site and in existing structures which have been utilized by PROFESSIONAL in preparing the
Drawings and Specifications.
8.5. OWNER's responsibilities in respect of purchasing and maintaining liability and property
insurance are set forth in paragraphs 5.5 through 5.8.
8.6. OWNER is obligated to execute Change Orders as indicated in paragraph 10.3.
8.7. OWNER's responsibility in respect of certain inspections, tests and approvals is set forth in
paragraph 13.4.
8.8. In connection with OWNER's right to stop Work or suspend Work, see paragraphs 13.10 and
15.1. Paragraph 15.2 deals with OWNER's right to terminate services of CONTRACTOR under certain
circumstances.
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ARTICLE 9---PROFESSIONAL'S STATUS DURING
CONSTRUCTION
OWNER's Representative:
9.1. PROFESSIONAL will be OWNER's representative during the construction period. The duties and
responsibilities and the limitations of authority of PROFESSIONAL as OWNER's representative during
construction are set forth in the Contract Documents and shall not be extended without written consent of
OWNER and PROFESSIONAL.
Visits to Site:
9.2. PROFESSIONAL will make visits to the site at intervals appropriate to the various stages of
construction to observe the premises and quality of the executed Work and to determine, in general, if the
Work is proceeding in accordance with the Contract Documents. PROFESSIONAL will not be required to
make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.
PROFESSIONAL's efforts will be directed toward providing for OWNER a greater degree of confidence that
the completed Work will conform to the Contract Documents. On the basis of such visits and on-site
observations as an experienced and qualified design PROFESSIONAL, PROFESSIONAL will keep OWNER
informed of the progress of the Work and will endeavor to guard OWNER against defects and deficienciesin
the Work.
Project Representation:
9.3. If OWNER and PROFESSIONAL agree, PROFESSIONAL will furnish a Resident Project
Representative to assist PROFESSIONAL in observing the performance of the Work. The duties,
responsibilities and limitations of authority of any such Resident Project Representative and assistants will be
as provided in the Supplementary Conditions. If OWNER designates another agent to represent OWNER at
the site who is not PROFESSIONAL's agent or employee, the duties, responsibilities and'limitations of
authority of such other person will be as provided in the Supplementary Conditions.
Clarifications and Interpretations:
9.4. PROFESSIONAL shall issue such written clarifications or interpretations of the Contract
Documents (in the form of Drawings or otherwise) as may be determined necessary, or as reasonably
requested by CONTRACTOR, which shall be consistent with or reasonably inferable from the overall intent of
the Contract Documents. If CONTRACTOR believes that a written clarification and interpretation entitles it to
an increase in the Contract Price and/or Contract Time, CONTRACTOR may make a claim as provided for in
Articles 11 or 12.
Authorized Variations in Work:
9.5. PROFESSIONAL may authorize minor variations in the Work from the requirements of the
Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are
consistent with the overall intent of the Contract Documents. These may be accomplished by a Field Order
and will be binding on OWNER and also on CONTRACTOR who shall perform the Work involved promptly. If
CONTRACTOR believes that a Field Order justifies an increase in the Contract Price or an extension of the
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Contract Time and the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may
make a claim therefor as provided in Article 11 or 12.
Rejecting Defective Work:
9.6. PROFESSIONAL will have authority to disapprove or reject Work which PROFESSIONAL
believes to be defective and will also have authority to require special inspection or testing of the Work as
provided in paragraph 13.9, whether or not the Work is fabricated, installed or completed.
Shop Drawings, Change Orders and Payments:
9.7. In connection with PROFESSIONAL's responsibility for Shop Drawings and samples, see
paragraphs 6.23 through 6.29 inclusive.
9.8. In connection with PROFESSIONAL's responsibilities as to Change Orders, see Articles 10, 11
and 12.
9.9. In connection with PROFESSIONAL's responsibilities in respect of Applications for Payment,
etc., see Article 14.
Determinations for Unit Prices:
9.10. PROFESSIONAL will determine the actual quantities and classifications of Unit Price Work
performed by CONTRACTOR. PROFESSIONAL will review with CONTRACTOR PROFESSIONAL's
preliminary determinations on such matters before rendering a written decision thereon (by recommendation of
an Application for Payment or otherwise). PROFESSIONAL's written decisions thereon will be final and
binding upon OWNER and CONTRACTOR, unless, within ten days after the date of any such decision, either
OWNER or CONTRACTOR delivers to the other party to the Agreement and to PROFESSIONAL written
notice of intention to appeal from such a decision.
Decisions on Disputes:
9.11. PROFESSIONAL will be the initial interpreter of the requirements of the Contract Documents
and judge of the acceptability of the Work thereunder. Claims, disputes and other matters relating to the
acceptability of the Work orthe interpretation of the requirements of the Contract Documents pertaining to the
performance and furnishing of the Work and claims under Articles 11 and 12 in respect of changes to the
Contract Price or Contract Time will be referred initially to PROFESSIONAL in writing with a request for a
formal decision in accordance with this paragraph, which PROFESSIONAL will render in writing within a
reasonable time. Written notice of each such claim, dispute and other matter will be delivered by the claimant
to PROFESSIONAL and the other party to the Agreement promptly (but in no event later than thirty days after
the occurrence of the event giving rise thereto) and written supporting data will be submitted to
PROFESSIONAL and the other party within sixty days after such occurrence unless PROFESSIONAL allows
an additional period of time to ascertain more accurate data in support of the claim.
9.12. When functioning as interpreter and judge under paragraphs 9.10 and 9.11, PROF!::SSIONAL
will not show partiality to OWNER or CONTRACTOR and will not be liable in connection with any interpretation
or decision rendered in good faith in such capacity. The rendering of a decision by PROFESSIONAL pursuant
to paragraphs 9.10 and 9.11 with respect to any such claim, dispute or other matter (except any which have
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been waived by the making or acceptance of final payment as provided in paragraph 14.16) will be a condition
precedent to any exercise by OWNER or CONTRACTOR of such rights or remedies as either may otherwise
have under the Contract Documents or by Laws or Regulations i!:J respect of any such claim, dispute or other
matter.
Limitations on PROFESSIONAL's Responsibilities:
9.13. Neither PROFESSIONAL's authority to act under this Article or elsewhere in the Contract
Documents nor any decision made in good faith to exercise such authority shall give rise to any duty or
responsibility of PROFESSIONAL to CONTRACTOR, any Subcontractor, any of their agents or employees.
9.14. PROFESSIONAL shall not be responsible for the construction means, methods, techniques,
sequences, or procedures or the safety precautions and programs used. PROFESSIONAL shall not be
responsible for CONTRACTOR's failure to perform the Work in accordance with the Contract Documents.
9.15. PROFESSIONAL shall not be responsible for the acts or omissions of CONTRACTOR, any
Subcontractors, any agents or employees, or any other persons performing any of the Work.
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ARTICLE 10--CHANGES IN THE WORK
10.1. Without invalidating the Contract, OWNER may at any time or from time to time order additions,
deletions, or revisions in the Work. The OWNER shall provide CONTRACTOR with a proposal request,
identifying the Work to be added, deleted or revised. Upon receipt, CONTRACTOR shall promptly submit a
written proposal for the changed work prepared in accordance with Articles 11 and 12. If the proposal request
calls only for the deletion of Work, the OWNER may order the partial suspension of any Work related to the
proposed deletion, in which case CONTRACTOR must cease performance as directed; CONTRACTOR shall
not be entitled to claim lost profits on deleted work. All changed Work shall be executed under the applicable
conditions of the Contract Documents.
10.2. Additional Work performed by CONTRACTOR without authorization of a Change Order will not
entitle CONTRACTOR to an increase in the Contract Price or an extension of the Contract Time, except in the
case of an emergency as provided in Article 6. The effect of this paragraph shall remain paramount and shall
prevail irrespective of any conflicting provisions contained in these Contract Documents.
10.3. Upon agreement as to changes in the Work to be performed, Work performed in an emergency
as provided in Article 6, and any other claim of CONTRACTOR for a change in the Contract Time or the
Contract Price, PROFESSIONAL will prepare a written Change Order to be signed by PROFESSIONAL and
CONTRACTOR and submitted to OWNER for approval.
10.4. In the absence of an agreement as provided in 10.3, OWNER may, at its sole discretion, issue a
Work Change Directive to CONTRACTOR. Pricing of the Work Change Directive will be in accordance with
Section 11.3. The Work Change Directive will specify a price, and if applicable a time extension, determined
to be reasonable by OWNER. If CONTRACTOR fails to sign such Work Change Directive, CONTRACTOR
may submit a claim in accordance with Articles 11 and 12, but CONTRACTOR shall nevertheless be obligated
to fully perform the work as directed by the Work Change Directive.
10.5. CONTRACTOR shall proceed diligently with performance of the Work as directed by OWNER,
regardless of pending claim actions, unless otherwise agreed to in writing.
10.6. If notice of any change affecting the general scope of the Work or the provisions of the Contract
Documents (including, but not limited to, Contract Price or Contract Time) is required by the provisions of any
Bond to be given to a surety, the giving of any such notice will be CONTRACTOR's responsibility, and the
amount of each applicable Bond will be adjusted accordingly.
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ARTICLE 11-CHANGE OF CONTRACT PRICE
11.3. The value of any Work covered by a Change Order or of any claim for an adjustment in the
Contract Price will be determined by the following procedures:
11.3.1. Designated Unit Price (Field Measure). CONTRACTOR and OWNER recognize and
acknowledge that the quantities shown for those items designated in the Bid Proposal as unit price items are
approximations prepared by OWNER for bid purposes and that the actual compensation payable to
CONTRACTOR for the utilization of such items is based upon the application of unit prices to the actual
quantities of items involved as measured in the field and required to complete the Work as originally defined in
the Contract Documents.
11.3.2. When it is determined by OWNER that an addition, deletion, or revision to the Work, as
defined in these Contract Documents, is required and affects the quantities required for items designed in the
Bid Proposal as unit price items, CONTRACTOR and OWNER agree that the compensation payable to
CONTRACTOR for such unit price items shall be adjusted accordingly by a Change Order based upon the
application of the appropriate unit prices shown in the Bid Proposal to the quantity of the unit price item
required to complete the Work as defined in the Contract Documents.
11.3.3. Other Unit Prices. For items not designated in the bid proposal as unit prices, OWNER and
CONTRACTOR may establish unit prices as agreed on by Change Order.
11.3.4. Lump Sum. When it is determined by OWNER that an addition, deletion or revision to the Work
is required which results in a change in Work designated in the Bid Proposal as a lump sum item, the amount
of increase or decrease in the lump sum price shall be established by mutual agreement of the parties.
11.3.5. If the pricing methods specified in 11.3 are inapplicable, or if the parties are unable to agree on
a price for the changed work, a reasonable price for the same shall be established by OWNER in accordance
with 11.4 and 11.5. OWNER shall then process a unilateral Change Order, specifying the said reasonable
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price, in accordance with 11.4 through 11.6. CONTRACTOR shall perform the Work as directed in the
Change Order.
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11.4. The term Cost of the Work means the sum of all costs necessarily incurred and paid by
CONTRACTOR in the proper performance of the Work. Except as otherwise may be agreed to in writing by
OWNER, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall
include only the following items and shall not include any of the costs itemized in paragraph 11.5:
11.4.1. Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the
Work under schedules of job classifications agreed upon byOWNER and CONTRACTOR. Payroll costs for
employees not employed full time on the Work shall be apportioned on the basis of their time spenfon the
Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits
which shall include social security contributions, unemployment, excise and payroll taxes, workers' or
workmen's compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay
applicable thereto. Such employees shall include superintendents and foremen at the site. The expenses of
performing Work after regular working hours, on Saturday, Sunday or legal holidays, shall be included in the
above to the extent authorized by OWNER.
11.4.2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of
transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash
discounts shall accrue to CONTRACTOR unless OWNER deposits funds with CONTRACTOR with which to
make payments, in which case the cash discounts shall accrue to OWNER. Trade discounts, rebates and
refunds and all returns from sale of surplus materials and equipment shall accrue to OWNER, and
CONTRACTOR shall make provisions so that they may be obtained.
11.4.3. Payments made by CONTRACTOR to the Subcontractors for Work performed by
Subcontractors. If required by OWNER, CONTRACTOR shall obtain competitive bids from Subcontractors
acceptable to CONTRACTOR and shall deliver such bids to OWNER who then determines, with the advice of
PROFESSIONAL, which bids will be accepted. If a subcontract provides that the Subcontractor is to be paid
on the basis of Cost of the Work Plus a Fee, the Subcontractor's Cost of the Work shall be determined in the
same manner as CONTRACTOR's Cost of the Work. All subcontracts shall be subject to the other provisions
of the Contract Documents insofar as applicable.
11.4.4. Costs of special consultants (including but not limited to engineers, architects, testing
laboratories, surveyors, attorneys and accountants) employed for services specifically related to the Work.
11.4.5. Supplemental costs including the following:
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11.4.5.1. The proportion of necessary transportation, travel and subsistence expenses of CONTRAC-
TOR's employees incurred in discharge of duties connected with the Work.
11.4.5.2. Cost, including transportation and maintenance, of all materials, supplies, equipment,
machinery, appliances, office and temporary facilities at the site and hand tools not owned by the workers,
which are consumed in the performance of the Work, and cost less market value of such items used but not
consumed which remain the property of CONTRACTOR.
11.4.5.3. Rentals of all construction equipment and machinery and the parts thereof whether rented
from CONTRACTOR or others in accordance with rental agreements approved by OWNER with the advice of
PROFESSIONAL, and the costs of transportation, loading, unloading, installation, dismantling and removal
thereof-all in accordance with terms of said rental agreements. The rental of any such equipment, machinery
or parts shall cease when the use thereof is no longer necessary for the Work.
11.4.5.4. Sales, consumer, use or similar taxes related to the Work, and for which CONTRACTOR is
liable, imposed by Laws and Regulations.
11.4.5.5. Deposits lost for causes other than negligence of CONTRACTOR, any Subcontractor or
anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty
payments and fees for permits and licenses. .
11.4.5.6. Losses and damages (and related expenses), not compensated by insurance or otherwise,
to the Work or otherwise sustained by CONTRACTOR in connection with the performance and furnishing of
the Work (except losses and damages within the deductible amounts of property insurance established by
OWNER in accordance with paragraph 5.6) provided they have resulted from causes other than the
negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly employed by any of them or
for whose acts any of them may be liable. Such losses shall include settlements made with the written consent
and approval of OWNER. No such losses, damages and expenses shall be included in the Cost of the Work
for the purpose of determining CONTRACTOR's Fee. If, however, any such loss or damage requires
reconstruction and CONTRACTOR is placed in charge thereof, CONTRACTOR shall be paid for services a
fee proportionate to that stated in paragraph 11.6.2.
11.4.5.7. The cost of utilities, fuel and sanitary facilities at the site.
11.4.5.8. Minor expenses such as telegrams, long distance telephone calls, telephone service at the
site, expressage and similar petty cash items in connection with the Work.
11.4.5.9. Cost of premiums for additional Bonds and insurance required because of changes in the
Work and premiums of property insurance coverage within the limits of the deductible amounts established by
OWNER in accordance with paragraph 5.6.
11.5. The term Cost of the Work shall not include any of the following:
11.5.1. Payroll costs and other compensation of CONTRACTOR's officers, executives, principals (of
partnership and sole proprietorships), general managers, engineers, architects, estimators, attomeys, auditors,
accountants, purchasing and contracting agents, expeditors, timekeepers, clerks and other personnel
employed by CONTRACTOR whether at the site or in CONTRACTOR's principal or a branch office for general
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administration of the Work and not specifically included in the agreed upon schedule of job classifications
referred to in paragraph 11.4.1 or specifically covered by paragraph 11.4.4-all of which are to be considered
administrative costs covered by CONTRACTOR's Fee.
11.5.2. Expenses of CONTRACTOR's principal area branch offices other than CONTRACTOR's
office at the site.
11.5.3. Any part of CONTRACTOR's capital expenses, including interest on CONTRACTOR'S capital
used for the Change Order Work and charges against CONTRACTOR for delinquent payments.
11.5.4. Cost of premiums for all Bonds and for all insurance whether or not CONTRACTOR is
required by the Contract Documents to purchase and maintain the same (except for the cost of premiums
covered by subparagraph 11.4.5.9 above).
11.5.5. Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or
indirectly, employed by any of them or for whose acts any of them may be liable, including but not limited to,
the correction of defective Work, disposal of materials or equipment wrongly supplied and making good any
damage to property.
11.5.6. Other overhead or general expense costs of any kind and the costs of any item not specifically
and expressly included in paragraph 11.4.
_..~..,.:"...
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11.6. CONTRACTOR's Fee allowed to CONTRACTOR for overhead and profit shall be determined
as follows:
11.6.1. a mutually acceptable fixed fee, or if none can be agreed upon;
11.6.2. a fee based on the following percentages of the various portions of the Cost of the Work:
11.6.2.1. for costs incurred under paragraphs 11.4.1 and 11.4.2, CONTRACTOR's Fee shall be
fifteen percent,
11.6.2.2. for costs incurred under paragraph 11.4.3, CONTRACTOR's Fee shall five percent; and if a
subcontract is on the basis of Cost of the Work Plus a Fee, the maximum allowable to CONTRACTOR on
account of overhead and profit of all Subcontractors shall be fifteen percent,
11.6.2.3. no fee shall be payable on the basis of costs itemized under paragraphs 11.4.4, 11.4.5 and
11.3,
11.6.2.4. the amount of credit to be allowed by CONTRACTOR to OWNER for any such change
which results in a net decrease in cost will be the amount of the actual net decrease plus a deduction in
CONTRACTOR's Fee by an amount equal to ten percent of the net decrease, and
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11.6.2.5. when both additions and credits are involved in anyone change, the adjustment in CON-
TRACTOR's Fee shall be computed on the basis of the net change In accordance with paragraphs 11.6.2.1
through 11.6.2.4, inclusive.
11.7. For all changes, CONTRACTOR shall submit an itemized cost breakdown, together with
supporting data in such detail and form as prescribed by the Project Manager. When a credit is due, the
amount of credit to be allowed by CONTRACTOR to OWNER for any such change which results in a net
decrease in cost will be the amount of the actual net decrease in direct cost as determined by the Project
Manager, plus the applicable reduction in overhead and profit. When both additions and credits are involved
in any change, the combined overhead and profit shall be calculated on the basis of the net change, whether
an increase or decrease. In any event, the minimum detail shall be an itemization of all man-hours required by
discipline/trade with the unit cost per man-hour and total labor price, labor burden, equipment hours and rate
for each piece of equipment, material by units of measure and price per unit, other costs specifically itemized,
plus the overhead and profit markup.
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11.8. It is understood that CONTRACTOR has included in the Contract Price all allowances so
named in the Contract Documents and shall cause the Work so covered to be done by such Su~contractors or
Suppliers and for such sums within the limit of the allowances as may be acceptable to PROFESSIONAL
CONTRACTOR agrees that:
11.8.1. The allowances include the cost to CONTRACTOR (less any applicable trade discounts) of
materials and equipment required by the allowances to be delivered at the site and all applicable taxes; and
11.8.2. CONTRACTOR's costs for unloading and handling on the site, labor, installation costs,
overhead, profit and other expenses contemplated for the allowances have been included in the Contract Price
and not in the allowances. No demand for additional payment on account of any thereof will be valid.
Prior to final payment, an appropriate Change Order will be issued as recommended by PROFESSIONAL to
reflect actual amounts due CONTRACTOR on account of Work covered by allowanqes, and the Contract Price
shall be correspondingly adjusted.
Unit Price Work:
11.9.1. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work,
initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the
established unit prices for each separately identified item of Unit Price Work times the estimated quantity of
each item as indicated in the Agreement. The estimated quantities of items of Unit Price Work are not
guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price.
Determinations of the actual quantities and classifications of Unit Price Work performed by CONTRACTOR will
be made by PROFESSIONAL in accordance with Paragraph 9.10.
/'
11.9.2. Each unit price will be deemed to include an amount considered by CONTRACTOR to be
adequate to cover CONTRACTOR's overhead and profit for each separately identified item.
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11.9.3. Where the quantity of any item of Unit Price Work performed by CONTRACTOR differs
materially and significantly from the estimated quantity of such item indicated in the Agreement and there is no
corresponding adjustment with respect to any other item of Work and if CONTRACTOR believes that
CONTRACTOR has incurred additional expense as a result thereof, CONTRACTOR may make a claim for an
increase in the Contract Price in accordance with Article 11 if the parties are unable to agree as to the amount
of any such increase.
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ARTICLE 12--CHANGE OF CONTRACT TIME
12.1. The Contract Time may only be changed by a Change Order. Any request for an extension in
the Contract Time shall be made in writing and delivered to PROFESSIONAL and OWNER within seven (7)
calendar days of the occurrence first happening and resulting in the claim. Written supporting data will be
submitted to PROFESSIONAL and OWNER within fifteen (15) calendar days after such occurrence unless the
OWNER allows additional time. All claims submitted by CONTRACTOR for adjustments to the Contract Time
must set forth in detail the reasons for and causes of the delay and clearly indicate why the subject delay was
beyond CONTRACTOR's control or fault.
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ARTICLE 13--WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS: CORRECTION,
REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK
Warranty and Guarantee:
Access to Work:
13.2. For the duration of the Work, PROFESSIONAL and its representatives, other designated
representatives of OWNER, and authorized representatives of any regulatory agency shall at all times be
given access to the Work. CONTRACTOR shall provide proper facilities for such access and observation of
the Work and also for any inspection or testing by others.
Tests and Inspections:
13.3. If the Contract Documents, laws, ordinances, rules, regulations or orders of any public authority
having jurisdiction require any Work to specifically be inspected, tested, or approved by someone other than
CONTRACTOR, CONTRACTOR shall give PROFESSIONAL timely notice of readiness therefore.
13.4. The testing firm(s) (if assigned by OWNER to this Work) and all such inspections, tests, or
approvals provided for by OWNER shall be identified in writing by PROFESSIONAL to CONTRACTOR. All
other inspections, tests or approvals shall be at CONTRACTOR's expense including additional expenses for
inspection and tests required as a result of delays by CONTRACTOR or hours worked in excess of 40 hours
per week. For all required inspections, tests, and approvals on any Work prepared, performed, or assembled
away from the site, CONTRACTOR will furnish PROFESSIONAL with the required Certificates of Inspection,
testing, or approval. All such tests will be in accordance with the methods prescribed by the American Society
forTesting and Materials or such other applicable organizations as may be required by law or the Contract
Documents. Materials or Work in place that fail to pass acceptability tests shall be retested at the direction of
PROFESSIONAL and at CONTRACTOR's expense.
13.5. All inspections, tests or approvals other than those required by Laws or Regulations of any
public body having jurisdiction shall be performed by organizations acceptable to OWNER and
CONTRACTOR (or by PROFESSIONAL if so specified).
13.6. If any Work (including the work of others) that is to be inspected, tested or approved is covered
without written concurrence of PROFESSIONAL, it must, if requested by PROFESSIONAL, be uncovered for
observation. Such uncovering shall be at CONTRACTOR's expense unless CONTRACTOR has given
PROFESSIONAL timely notice of CONTRACTOR's intention to cover the same and PROFESSIONAL has not
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acted with reasonable promptness in response to such notice.
13.7. Neither observations by PROFESSIONAL or Project Manager nor inspections, tests, or
approvals by persons other than CONTRACTOR shall relieve CONTRACTOR of its obligations to perform the
Work in accordance with the requirements of the Contract Documents.
Uncovering Work:
13.8. If any Work required to be inspected, tested or approved is covered prior thereto without the
prior written approval of PROFESSIONAL, or if any Work is covered contrary to the request of
PROFESSIONAL, the Work shall, if requested by PROFESSIONAL, be uncovered for observation, inspection,
testing or approval and replaced at CONTRACTOR's expense.
OWNER May Stop the Work:
Correction or Removal of Defective Work:
13.11. When directed by PROFESSIONAL, CONTRACTOR shall promptly, without cost to OWNER
and as specified by PROFESSIONAL, either correct the defective Work whether fabricated, installed, or
completed, or remove it from the site and replace it with non-defective Work. If CONTRACTOR does not
correct such defective Work or remove and replace such defective Work within a reasonable time, as specified
in a written notice from PROFESSIONAL, OWNER may have the deficiency corrected. All direct and indirect
costs of such correction shall be paid by CONTRACTOR or deducted from payment to CONTRACTOR.
CONTRACTOR will also bear the expense of correcting or removing and replacing all Work of others
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destroyed or damaged by the correction, removal, or replacement of the defective Work.
One Year Correction Period:
Acceptance of Defective Work:
OWNER May Correct Defective Work:
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Neglected Work by CONTRACTOR
13.16. Should CONTRACTOR work overtime, weekends or holidays to regain the schedule, all costs
to OWNER of associated inspection, construction management and resident engineers shall be identified to
CONTRACTOR and the Contract Price reduced by a like amount via Change Order.
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ARTICLE 14-PAYMENTS TO CONTRACTOR AND COMPLETION
Schedule of Values:
Application for Progress Payment:
14.2. At least twenty (20) calendar days before the date established for each progress payment (but
not more often than once a month), CONTRACTOR shall submit to PROFESSIONAL for review an application
for Payment filled out and signed by CONTRACTOR covering the work completed as of the date of the
application and accompanied by such supporting documentation as is required by the Contract Documents. If
payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and
suitably stored at the site or at another location agreed to in writing, the Application for Payment shall also be
accompanied by a bill of sale, invoice or other documentation warranting that OWNER has received the
materials and equipment free and clear of all liens and evidence that the materials and equipment are covered
by appropriate property insurance and other arrangements to protect OWNER's interest therein, all, of which
will be satisfactory to OWNER. Payment is subject to a ten percent (10%) retainage that will be held until the
final payment or acceptance by OWNER. The amount of retainage with respect to progress payments will be
as stipulated in the Agreement.
CONTRACTOR's Warranty of Title:
14.3. CONTRACTOR warrants and guarantees that title to all Work, materials and equipment covered
by any Application for Payment, whether incorporated in the Project or not, will pass to OWNER no later than
the time of payment free and clear of all Liens.
Review of Applications for Progress Payment:
14.5. PROFESSIONAL's recommendation of any payment requested in an Application for Payment
will constitute a representation by PROFESSIONAL to OWNER, based on PROFESSIONAL's on-site
observations of the Work in progress as an experienced and qualified design PROFESSIONAL and on PROF-
ESSIONAL's review of the Application for Payment and the accompanying data and schedules, that the Work
has progressed to the point indicated; that, to the best of PROFESSIONAL's knowledge, information and
belief, the quality of the Work is in accordance with the Contract Documents subject to an evaluation of the
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Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests
called for in the Contract Documents, to a final determination of quantities and classifications for Unit Price
Work under paragraph 9.10, and to any other qualifications stated in the recommendation; and that
CONTRACTOR is entitled to payment of the amount recommended. However, by recommending any such
payment, PROFESSIONAL will not thereby be deemed to have represented that exhaustive or continuous
on-site inspections have been made to check the quality orthe quantity of the Work beyond the responsibilities
specifically assigned to PROFESSIONAL in the Contract Documents orthat there may not be other matters or
issues between the parties that might entitle CONTRACTOR to be paid additionally by OWNER or OWNER to
withhold payment to CONTRACTOR.
14.6. PROFESSIONAL's recommendation of final payment will constitute an additional representation
by PROFESSIONAL to OWNER that the conditions precedent to CONTRACTOR's being entitled to final
payment as set forth in paragraph 14.13 have been fulfilled.
14.7. PROFESSIONAL may refuse to recommend the whole or any part of any payment if, in
PROFESSIONAL's opinion, it would be incorrect to make such representations to OWNER. PROFESSIONAL
may also refuse to recommend any such payment, or, because of subsequently discovered evidence or the
results of subsequent inspections or tests, nullify any such payment previously recommended, to such extent
as may be necessary in PROFESSIONAL's opinion to protect OWNER from loss because:
14.7.1. the Work is defective, or completed Work has been damaged requiring correction or
replacement.
14.7.2. the Contract Price has been reduced by Written Amendment or Change Order.
14.7.3. OWNER has been required to correct defective Work or complete Work in accordance with
paragraph 13.14. or
Substantial Completion:
14.8. When CONTRACTOR considers the entire Work ready for its intended use, CONTRACTOR
shall notify OWNER and PROFESSIONAL in writing that the entire Work is substantially complete (except for
items specifically listed by CONTRACTOR as incomplete) and request that PROFESSIONAL issue a
certificate of Substantial Completion. Within a reasonable time thereafter, OWNER, CONTRACTOR and
PROFESSIONAL shall make an inspection of the Work to determine the status of completion. If
PROFESSIONAL does not consider the Work substantially complete, PROFESSIONAL will notify
CONTRACTOR in writing giving the reasons therefor. If PROFESSIONAL considers the Work substantially
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complete, PROFESSIONAL will prepare and deliver to OWNER a tentative certificate of Substantial
Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a
tentative list of items to be completed or corrected before final payment. OWNER shall have seven days after
receipt of the tentative certificate during which to make written objection to PROFESSIONAL as to any
provisions of the certificate or attached list. If, after considering such objections, PROFESSIONAL concludes
that the Work is not substantially complete, PROFESSIONAL will, within fourteen days after submission of the
tentative certificate to OWNER notify CONTRACTOR in writing stating the reasons therefor. If, after
consideration of OWNER's, objections, PROFESSIONAL considers the Work substantially complete,
PROFESSIONAL will within said fourteen days execute and deliver to OWNER and CONTRACTOR a
definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or
corrected) reflecting such changes from the tentative certificate as PROFESSIONAL believes justified after
consideration of any objections from OWNER. At the time of delivery of the tentative certificate of Substantial
Completion, PROFESSIONAL will deliver to OWNER and CONTRACTOR a written recommendation as to
division of responsibilities pending final payment between OWNER and CONTRACTOR with respect to
security, operation, safety, maintenance, heat, utilities, insurance and warranties. Unless OWNER and
CONTRACTOR agree otherwise in writing and so inform PROFESSIONAL prior to PROFESSIONAL's issuing
the definitive certificate of Substantial Completion, PROFESSIONAL's aforesaid recommendation will be
binding on OWNER and CONTRACTOR until final payment.
14.9. OWNER shall have the right to exclude CONTRACTOR from the Work after the'date of
Substantial Completion, but OWNER shall allow CONTRACTOR reasonable access to complete or correct
items on the tentative list.
. Partial Utilization:
14.10. Use by OWNER at OWNER's option of any substantially completed part of the Work which (i)
has specifically been identified in the Contract Documents, or (ii) OWNER, PROFESSIONAL, and
CONTRACTOR agree constitutes a separately functioning and usable part of the Work that can be used by
OWNER for its intended purpose without significant interference with CONTRACTOR's performance of the
remainder of the Work, may be accomplished prior to Substantial Completion of all the Work subject to the
following:
14.10.1. OWNER at any time may request CONTRACTOR in writing to permit OWNER to use any
such part of the Work which OWNER believes to be ready for its intended use and substantially complete. If
CONTRACTOR agrees, CONTRACTOR will certify to OWNER and PROFESSIONAL that said part of the
Work is substantially complete and request PROFESSIONAL to issue a certificate of Substantial Completion
for that part of the Work. CONTRACTOR at any time may notify OWNER and PROFESSIONAL in writing that
CONTRACTOR considers any such part of the Work ready for its intended use and substantially complete and
request PROFESSIONAL to issue a certificate of Substantial Completion for that part of the Work. Within a
reasonable time after either such request, OWNER, CONTRACTOR and PROFESSIONAL shall make an
inspection of that part of the Work to determine its status of completion. If PROFESSIONAL does not consider
that part of the Work to be substantially complete, PROFESSIONAL will notify OWNER and CONTRACTOR,
in writing, giving the reasons therefor. If PROFESSIONAL considers that part of the Work to be substantially
complete, the provisions of paragraphs 14.8 and 14.9 will apply with respect to certification of Substantial
Completion of that part of the Work and the division of responsibility in respect thereof and access thereto.
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14.10.2. OWNER may at any time request CONTRACTOR. in writing, to permit OWNER to take over
operation of any such part of the Work although it is not substantially complete. A copy of such request will be
sent to PROFESSIONAL and, within a reasonable time thereafter, OWNER, CONTRACTOR and
PROFESSIONAL shall make an inspection of that part of the Work to determine its status of completion, and
PROFESSIONAL will prepare a list of the items remaining to be completed or corrected thereon before final
payment. If CONTRACTOR does not object in writing to OWNER and PROFESSIONAL that such part of the
Work is not ready for separate operation by OWNER, PROFESSIONAL will finalize the list of items to be
completed or corrected and will deliver such list to OWNER and CONTRACTOR together with a written
recommendation as to the division of responsibilities pending final payment between OWNER and
CONTRACTOR with respect to security, operation, safety, maintenance, utilities, insurance, warranties and
guarantees for that part of the Work which will become binding upon OWNER and CONTRACTOR at the time
when OWNER takes over such operation (unless they shall have otherwise agreed in writing and so informed
PROFESSIONAL). During such operation and prior to Substantial Completion of such part of the Work,
OWNER shall allow CONTRACTOR reasonable access to complete or correct items on said list and to
complete other related Work.
14.10.3. No occupancy or separate operation of part of the Work will be accomplished prior to
compliance with the requirements of paragraph 5.15 in respect of property insurance.
14.10.4. OWNER, may at its discretion, reduce the amount of retainage subject to Beneficial
Occupancy.
Final Inspection:
14.11. Upon written notice from CONTRACTOR thaUhe entire Work or an agreed upon portion
thereof is complete, PROFESSIONAL will make a final inspection with OWNER and CONTRACTOR and will
notify CONTRACTOR in writing of all particulars in which this inspection reveals that the Work is incomplete or
defective. CONTRACTOR shall immediately take such measures as are necessary to remedy such defi-
ciencies.
Final Application for Payment:
14.12. After CONTRACTOR has completed all such corrections to the satisfaction of
PROFESSIONAL and OWNER and delivered in accordance with the Contract Documents all maintenance
and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required
by 5.2, certificates of inspection, marked-up record documents and other documents, CONTRACTOR may
make application for final payment following the procedure for progress payments. The final Application for
Payment shall be accompanied (except as previously delivered) by: (i) all documentation called for in the
Contract Documents, including but not limited to the evidence of insurance required, (ii) consent of the surety,
if any, to final payment, and (iii) complete and legally effective releases or waivers (satisfactory to OWNER) of
all liens arising out of or filed in connection with the Work. In lieu of such releases or waivers of liens and as
approved by OWNER, CONTRACTOR may furnish receipts or release in full and an affidavit of
CONTRACTOR that (i) the releases and receipts include all labor, services, material and equipment for which
a lien could be filed, and (ii) all payrolls, material and equipment bills and other indebtedness connected with
the Work for which OWNER or OWNER's property might in any way be responsible have been paid or
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otherwise satisfied. If any Subcontractor or supplier fails to furnish such a release or receipt in full,
CONTRACTOR may furnish a bond or other collateral satisfactory to OWNER to indemnify OWNER against
any lien.
14.12.1. No application for final payment will be accepted by OWNER until approved as-built
documents by CONTRACTOR are accepted and approved by PROFESSIONAL.
14.12.2. Notwithstanding any other provision of these contract documents to the contrary, OWNER
and PROFESSIONAL are under no duty or obligation whatsoever to any vendor, materials provider,
Subcontractor, laborer or other party to ensure that payments due and owing by CONTRACTOR to any of
them are or will be made. Such parties shall rely only on CONTRACTOR's surety bonds for remedy of
nonpayment by him. CONTRACTOR agrees to defend and resolve all claims made by Subcontractors,
indemnifying OWNER and PROFESSIONAL for all claims arising from or resulting from Subcontractor or
supplier or material men or laborer services in connection with this project.
14.12.3. General Indemnity: CONTRACTOR shall indemnify OWNER and PROFESSIONAL for any
damages sustained, including lost profits, resulting from CONTRACTOR's failure or refusal to perform the
work required by these contract documents.
Final Payment and Acceptance:
14.13. If, on the basis of PROFESSIONAL's observation of the Work during construction and final
inspection and PROFESSIONAL's review of the final Application for Payment and accompanying
documentation as required by the Contract Documents, PROFESSIONAL is satisfied that the Work has been
completed and CONTRACTOR's other obligations under the Contract Documents have been fulfilled,
PROFESSIONAL will, within ten (10) working days after receipt of the final Application for Payment, indicate in
writing PROFESSIONAL's recommendation of payment and present the Application to OWNER for payment.
At the same time PROFESSIONAL will also give written notice to OWNER and CONTRACTOR thatthe Work
is acceptable subject to the provisions of 14.6. Otherwise, PROFESSIONAL will return the application to
CONTRACTOR, indicating in writing the reasons for refusing to recommend final payment, in which case
CONTRACTOR shall make the necessary corrections and resubmit the Application. After the presentation to
OWNER of the application and accompanying documentation, in appropriate form and substance and with
PROFESSIONAL's recommendation and notice of acceptability, the amount recommended by
PROFESSIONAL will become due and will be paid by OWNER to CONTRACTOR.
14.14. If, through no fault of CONTRACTOR, final completion of the Work is significantly delayed and
if PROFESSIONAL so confirms, OWNER shall, upon receipt of CONTRACTOR's final Application for Payment
and recommendation of PROFESSIONAL and without terminating the Agreement, make payment of the
balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by
OWNER for Work not fully completed or corrected is less than the retainage stipulated in the Contract and if
bonds have been furnished as required in Article 5, the written consent of the surety to the payment of the
balance due for that portion of the Work fully completed and accepted shall be submitted by CONTRACTOR to
PROFESSIONAL with the application for such payment. Such payment shall be made under the terms and
conditions governing final payment, except that it shall not constitute a waiver of claims.
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CONTRACTOR's Continuing Obligation:
14.15. CONTRACTOR's obligation to perform and complete the Work in accordance with the Contract
Documents shall be absolute. Neither recommendation of any progress or final payment by PROFESSIONAL,
nor the issuance of a certificate of Substantial Completion, nor any payment by OWNER to CONTRACTOR
under the Contract Documents, nor any use or occupancy of the Work or any part thereof by OWNER, nor any
act of acceptance by OWNER nor any failure to do so, nor any review and approval of a Shop Drawing or
sample submission, nor the issuance of a notice of acceptability by PROFESSIONAL pursuant to paragraph
14.13, nor any correction of defective Work by OWNER will constitute an acceptance of Work not in
accordance with the Contract Documents or a release of CONTRACTOR's obligation to perform the Work in
accordance with the Contract Documents (except as provided in paragraph 14.16).
Waiver of Claims:
14.16. The making and acceptance of final payment will constitute:
14.16.1. A waiver of all claims by OWNER against CONTRACTOR, except claims arising from
unsettled liens, from defective Work appearing after final inspection pursuantto 14.11, from failure to comply _
with the Contract Documents or the terms of any special guarantees specified therein, or from
CONTRACTOR's continuing obligations under the Contract Documents; and
14.16.2. A waiver of all claims by CONTRACTOR against OWNER other than those previously made
in writing and still unsettled.
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ARTICLE 15--SUSPENSION OF WORK AND
TERMINATION
OWNER May Suspend Work:
15.1. OWNER may, at any time and without cause, suspend the Work or any portion thereof for a
period of not more than ninety days by notice in writing to CONTRACTOR and PROFESSIONAL which will fix
the date on which Work will be resumed. CONTRACTOR shall resume the Work on the date so fixed.
CONTRACTOR shall be allowed an adjustment in the Contract Price or an extension of the Contract Time, or
both, directly attributable to any suspension if CONTRACTOR makes an approved claim therefor as provided
in Articles 11 and 12.
Termination For Cause:
15.2. Upon the occurrence of anyone or more of the following events:
15.2. 1. if CONTRACTOR commences a voluntary case under any chapter of the Bankruptcy Code
(Title 11, United States Code), as now or hereafter in effect, or if CONTRACTOR takes any equivalent or
similar action by filing a petition or otherwise under any other federal or state law in effect at such time relating
to the bankruptcy or insolvency;
15.2.2. if a petition is filed against CONTRACTOR under any chapter of the Bankruptcy Code as now
or hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief
against CONTRACTOR under any other federal or state law in effect at the time relating to bankruptcy or
insolvency;
15.2.3. if CONTRACTOR makes a general assignment for the benefit of creditors;
15.2.4. if a trustee, receiver, custodian or agent of CONTRACTOR is appointed under applicable law
or under contract, whose appointment or authority to take charge of property of CONTRACTOR is for the
purpose of enforcing a Lien against such property or for the purpose of general administration of such property
for the benefit of CONTRACTOR's creditors;
15.2.5. if CONTRACTOR admits in writing an inability to pay its debts generally, as they become due;
15.2.6. if CONTRACTOR fails to perform the Work in accordance with the Contract Documents
(including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or
failure to adhere to the progress schedule established under paragraph 2.9 as revised from time to time);
15.2.7. if CONTRACTOR disregards Laws or Regulations of any public body having jurisdiction;
15.2.8. if CONTRACT~R disregards the authority of PROFESSIONAL; or
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'"
15.3. In the event OWNER terminates the contract for cause and it is subsequently judicially
determined that there was no cause for termination, the termination for convenience provision will be the
means for disposition of the balance of the contract obligations.
Termination for Convenience
15.4. Upon seven working days' written notice to CONTRACTOR and PROFESSIONAL, OWNER
may, without cause and without prejudice to any other right or remedy of OWNER, elect to terminate the
Contract. In such case, CONTRACTOR shall be paid (without duplication of any items):
15.4.1. For completed and acceptable Work executed in accordance with the Contract Documents
prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such
Work;
15.4.2. For expenses sustained prior to the effective date of termination in performing services and
furnishing labor, materials or equipment as required by the Contract Documents in connection with
uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses;
, 15.4.3. For all claims, costs, losses and damages incurred in settlement of terminated contracts with
Subcontractors, suppliers and others; and
15.4.4. For reasonable expenses directly attributable to termination.
CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss
arising out of or resulting from such termination.
15.5. Where CONTRACTOR's services have been so terminated by OWNER, the termination will
not affect any rights or remedies of OWNER against CONTRACTOR then existing or which may thereafter
accrue. Any retention or payment of moneys due CONTRACTOR by OWNER will not release CONTRACTOR
from liability.
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CONTRACTOR May Stop Work or Terminate:
15.6. If through no act or fault of CONTRACTOR, the Work is suspended for a period of more than
ninety calendar days by OWNER or under an order of court or other public authority, or PROFESSIONAL fails
to act on any Application for Payment within thirty days after it is submitted or OWNER fails for thirty-one days
to pay CONTRACTOR any sum finally determined to be due, then CONTRACTOR may upon seven working
days' written notice to OWNER and PROFESSIONAL and provided OWNER or PROFESSIONAL did not
remedy such suspension or failure within that time, terminate the Agreement and recover from OWNER
payment on the same terms as provided in 15.2. In lieu of terminating the Agreement and without prejudice to
any other right or remedy, if PROFESSIONAL has failed to act on an Application for Payment within thirty days
after it is submitted or OWNER has failed for thirty-one calendar days after it is submitted to pay
CONTRACTOR any sum finally determined to be due, CONTRACTOR may upon seven days' written notice to
OWNER and PROFESSIONAL stop the Work until receipt of payment of all such amounts due
CONTRACTOR, including interest thereon. The provisions of this paragraph are not intended to preclude
CONTRACTOR from making claim under Articles 11 and 12 for an increase in Contract Price or Contract Time
or otherwise for expenses or damage directly attributable to CONTRACTOR's stopping Work as permitted by
this paragraph. The provisions of this paragraph shall not relieve CONTRACTOR of the obligations under
paragraph 6.30 to carry on the Work in accordance with the progress schedule and, without delay during
disputes and disagreements with OWNER.
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ARTICLE 16--DISPUTE RESOLUTION
16.2 All claims, disputes and other matters in question between OWNER and CONTRACTOR
arising out of, or relating to, the Contract Documents or the breach thereof shall be decided under Georgia
Law in the Superior Court of Richmond County, Georgia. CONTRACTOR by execution of the Contract
consents to jurisdiction and venue in the Superior Court of Richmond County, Georgia, and waives any right to
contest same. .
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ARTICLE 17 -MISCELLANEOUS
Giving Notice:
17.1. Whenever any provision of the Contract Documents requires the giving of written notice, it will
be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to
an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail,
postage prepaid, to the last business address known to the giver of the notice.
Computation of Time:
17.2.1. When any period of time is referred to in the Contract Documents by days, it will be computed
to exclude the first and include the last day of such period. If the last day of any such period falls on a
Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be
omitted from the computation.
17.2.2. A calendar day of twenty-four hours measured from midnight to the next midnight shall
constitute a day.
General:
17.3. Should OWNER or CONTRACTOR suffer injury or damage to person or property because of
any error, omission or act of the other party or of any of the other party's employees or agents or others for
whose acts the other party is legally liable, claim should be made in writing to the other party within a
reasonable time of the first observance of such injury or damage. The provisions of this paragraph 17.3 shall
not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitations or
repose.
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17.6. The Contract Documents are intended by the Parties to, and do, supersede any and all
provisions of the Georgia Prompt Pay Act, O.C.GA Section 13-11-1, et seq. In the event any provision of the
Contract Documents are inconsistent with any provision of the Prompt Pay Act, this provision of the Contract
. Documents shall control.
17.7. Notwithstanding any provision of the law to the contrary, the parties agree that no interest
shall be due Contractor on any sum held as retainage pursuant to the Contract Documents and
CONTRACTOR specifically waives any claim to same.
Substitutions:
17.8. Notwithstanding any provision of these general conditions, there shall be no substitutions o~
materials that are not determined to be equivalent to those indicated or required in the contract documents
without an amendment to the contract.
Sanitary Sewer Overflow Prevention:
17.9. Procedures to Prevent Overflows During Sanitary Sewer Construction:
17.9.1 The CONTRACTOR is hereby notified that the discharge of any untreated wastewater to
waters of the State is a violation of Georgia Water Quality Regulations and is prohibited.
17.9.2 The CONTRACTOR will submit an Emergency Response Plan prior to beginning work. This
, plan will include a list of key personnel with 24-hour contact information who will respond during an emergency
situation. The ERP will include estimates of mobilization time for a response crew to arrive onsite. Any
changes to the Emergency Response Plan will be submitted to the RESIDENT PROJECT
REPRESENTATIVE prior to implementation.
17.9.3 In the event bypass pumping is required to facilitate new sewer construction, bypassing plans
and supporting calculations must be submitted to the Augusta Utilities Department for review prior to
establishment of the bypass. All bypass systems will include complete redundancy in pumping systems, if
failure of the primary pumping system could result in a discharge of untreated wastewater to waters of the
State.
.17.9.4 Bypass pumping will be monitored continuously by a person knowledgeable in pump operation
and maintenance if the failure of the bypass pump could result in the discharge of untreated wastewater to
waters of the State.
17.9.5 In the event of a discharge of untreated wastewater, the CONTRACTOR will take the following
actions:
1. Take immediate steps to eliminate or minimize the discharge of untreated wastewater.
2. Immediately notify the' Utilities Department dispatcher (706.796.5000) and the RESIDENT
PROJECT REPRESENTATIVE (contact information will be provided at the preconstruction
conference).
3. Maintain a chronicle of relevant information regarding the incident including specific actions taken
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by the CONTRACTOR and estimates of the discharge volume.
17.9.6 The RESIDENT PROJECT REPRESENTATIVE will coordinate notification of the Georgia
Environmental Protection Division (800.241.4113) and the Augusta Emergency Management Agency if
appropriate.
17.9.7 If, in the opinion of the RESIDENT PROJECT REPRESENTATIVE and the OWNER, the
CONTRACTOR is not responding to an emergency situation in an appropriate manner, the Utilities
Department will undertake necessary actions to abate an overflow situation. The cost of these actions will be
the responsibility of the CONTRACTOR.
17.9.8 Following a discharge of untreated wastewater, a downstream inspection will be conducted by
the Utilities Department to assess potential mitigation measures that may be required of the CONTRACTOR.
PROGRAM MANAGER:
17.10 The PROGRAM MANAGER for the project is CH2M HILL, 360 Bay Street, Suite 100 Augusta,
GA 30901.
The presence or duties of PROGRAM MANAGER's personnel at the construction site, whether as onsite
representatives or otherwise, do not make PROGRAM MANAGER or PROGRAM MANAGER's personnel in
any way responsible for those duties that belong to OWNER and I or the CONTRACTOR or other entities, and
do not relieve the CONTRACTOR or any other entity of their obligations, duties, and responsibilities, including,
but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for
coordinating and completing all portions of the construction work in accordance with the construction Contract
Documents and any health and safety precautions required by such construction work.
PROGRAM MANAGER and PROGRAM MANAGER's personnel have no authority to exercise any control
over any construction contractor or other entity or their employees in connection with their work or any health
or safety precautions and have no duty of inspecting, noting, observing, correcting, or reporting on health or
safety deficiencies of the CONTRACTOR( s) or other entity or any other persons at the site except PROGRAM
MANAGER's own personnel.
The presence of PROGRAM MANAGER's personnel at the construction site is for the purpose of providing to
OWNER a greater degree of confidence that the completed construction work will conform generally to the
construction documents and that the integrity of the design concept as reflected in the construction documents
has been implemented and preserved by the construction contractor(s). PROGRAM MANAGER neither
guarantees the performance of the construction contractor(s) nor assumes responsibility for construction
contractor's failure to perform work in accordance with the construction documents.
For this AGREEMENT only, construction sites include places of manufacture for materials incorporated into
the construction work, and construction contractors include manufacturers of materials incorporated into the
construction work
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. Supplemental General Conditions
.
.
Liability Insurance:
CONTRACTOR'S insurance shall be written with limits ofliability shown below or as required by law, whichever
is greater:
Commercial General Liability
Automotive Liability
Workers Compensation
Employer's Liability
$2,000,000 General Aggregate
$1,000,000 per occurrence (each Occurrence)
$1,000,000 Combined Single Limit (any auto)
Statutory Limits
$1,000,000 each accident
$1,000,000 Disease - Policy Limit
$1,000,000 Disease - Each Employee
$1,000,000
$2,000,000
$5,000,000 Each Occurrence
Personal and Adv. Injury
Products
Excess Liability (Umbrella)
Definitions
Article 1 DefInitions, defmition for "Day" is hereby replaced and superseded by the following: "Day -Either a
working day or calendar day as specifIed in the bid documents. If a calendar day shall fall on a legal holiday, that
day will be omitted from the computation. Legal Holidays: New Year's Day, Martin Luther King Day, Good
Friday, Memorial Day, 4th of July, Labor Day, Thanksgiving Day and the following Friday, Christmas Eve and
Christmas Day.
Physical Conditions:
Section 4.2.3. is hereby replaced and superseded by the following: "If conditions are encountered, including
existing utilities, at the site which are (1) subsurface or otherwise concealed physical conditions which differ
materially from those indicated in the Contract Documents or (2) unlmown physical conditions of an unusual
nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in
construction activities of the character provided for in the Contract Documents, then CONTRACTOR shall give
OWNER notice thereof promptly before conditions are disturbed and in no event later than 48 hours after fIrst
observance of the conditions."
Performance and Other Bonds:
Section 5.1 is hereby replaced and superseded by the following: "CONTRACTOR shall furnish
performance and payment Bonds, each in an amount equal to, but not to exceed, the Contract Price as Security for
the faithful performance and payment of all CONTRACTOR's obligations under the Contract Documents. The
performance bond shall remain in effect until one year after the project substantial completion date when fInal
payment becomes due, except as otherwise provided by Law or Regulation or by the Contract Documents.
CONTRACTOR shall also furnish such other Bonds as are required by the Supplemental Conditions. All Bonds
shall be in the forms prescribed by Law or Regulation or by the Contract Documents and be executed by such
sureties as are named in the current list of "Companies Holding CertifIcates of Authority as Acceptable Sureties on
Federal Bonds, and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit
Staff Bureau of Accounts, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by a
certifIed copy of the authority to act."
Licensed Sureties and Insurers; Certificates of Insurance
Section 5.2.2 is hereby replaced and superseded by the following: "CONTRACTOR shall deliver to
OWNER, with copies to each additional insured identifIed in 5.3, an original or a certifIed copy of the certifIcates of
insurance (and other evidence of insurance requested by OWNER or any other additional insured) which
CONTRACTOR is required to purchase and maintain in accordance with 5.3.
CONTRACTOR's Liability Insurance:
Section 5.3 is hereby replaced and superseded by the following: "CONTRACTOR shall purchase and maintain
such comprehensive general liability and other insurance as is appropriate for the Work being performed and
furnished and as will provide protection from claims set forth below to the extent caused by CONTRACTOR's
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negligent performance and furnishing of the Work and CONTRACTOR's other obligations under the Contract
Documents, whether it is to be performed or furnished by CONTRACTOR, by any Subcontractor, by anyone
directly or indirectly employed by any of them to perform or furnish any of the Work, or by anyone for whose acts
any of them may be liable:
The insurance required by this paragraph 5.3 shall include the specific coverage's and be written for the limits of
liability and coverage's provided in the Supplementary Conditions, or required by law, whichever is greater. The
comprehensive general liability insurance shall include completed operations insurance. All of the policies of
insurance so required to be purchased and maintained (or the certificates or other evidence thereof) shall contain a
provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused
until at least thirty days prior written notice has been given to OWNER, PROGRAM MANAGER, and
PROFESSIONAL by certified mail. All such insurance shall remain in effect until fmal payment and at all times
thereafter when CONTRACTOR may be correcting, removing or replacing defective Work in accordance with
paragraph 13.12. In addition, CONTRACTOR shall maintain such completed operations insurance for at least two
years after final payment and furnish OWNER with evidence of continuation of such insurance at final payment and
one year thereafter."
Receipt and Application of Proceeds:
Section 5.12 is hereby replaced and superseded by the following: "Any insured loss under the policies of insurance
required by paragraphs 5.6 and 5.7 to be provided by OWNER will be adjusted with OWNER and made payable to
OWNER as trustee for the insureds, as their interests may appear, subject to the requirements of any applicable
mortgage clause and of paragraph 5.13. OWNER shall deposit in a separate account any money so received and
shall distribute it in accordance with such agreement as the parties in interest may reach. If no other special
agreement is reached, the damaged Work shall be repaired or replaced, the moneys so received applied on account
thereof, and the Work and the cost thereof covered by an appropriate Change Order or Written Amendment."
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Receipt and Application of Insurance Proceeds
Section 5.13 is hereby replaced and superseded by the following: "Subject to the provisions of paragraph 5.12,
OWNER, as trustee, shall have power to adjust and settle any loss with the insurers unless one of the parties in
interest shall object in writing within fifteen days after the occurrence ofloss to OWNER's exercise of this power. If
such objection be made, OWNER, as trustee, shall make settlement with the insurers in accordance with such
agreement as the parties in interest may reach. If required in writing by any party in interest, OWNER as trustee
shall, upon the occurrence of an insured loss, give bond for the proper performance of such duties."
Indemnification
Section 5.16.1 is hereby replaced and superseded by the following: "CONTRACTOR shall indenmify and hold
harmless OWNER, PROGRAM MANAGER, and its employees and agents from and against all liabilities, claims,
suits, demands, damages, losses, and expenses, including attorneys' fees, to the extent caused by
CONTRACTOR'S performance of its Work, provided that any such liability, claim, suit, demand, damage, loss, or
expense (a) is attributable to bodily injury, sickness, disease or death, or injury to or destruction of tangible
property, and (b) is caused by an act or omission of CONTRACTOR, any Subcontractor or anyone directly or
indirectly employed by any of them.
Permits:
Section 6.13 is hereby replaced and superseded by the following: "CONTRACTOR shall obtain and pay
for all construction permits, licenses, governmental charges and inspection fees, and all public utility charges which
are applicable and necessary for the execution of the Work. All permit costs shall be included in the base bid.
Permits, if any that are provided and paid for by OWNER are listed in the Supplementary Conditions. Any delays
associated with the permitting process will be considered for time extensions only and no damages or additional
compensation for delay will be allowed. The Water Withdrawal Permit issued by the Georgia Environmental
Protection Division (EPD) for the Highland Avenue Water Treatment Plant shall be the responsibility of the
OWNER or PROFESSIONAL to obtain prior to CONTRACTOR's commencement of the Work. The Permit to
Operate a Water Treatment Plant issued by EPD shall be the responsibility of the OWNER or PROFESSIONAL
upon completion of the Work."
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Use of Premises:
Section 6.16 is hereby replaced and superseded by the following: "CONTRACTOR shall confme construction
equipment, the storage of materials and equipment and the operations of workers to the Project site and land and
areas identified in and permitted by the Contract Documents and other land and areas permitted by Laws and
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Regulations, rights-of-way, permits and easements. CONTRACTOR shall not umeasonably encumber the premises
with construction equipment or other materials or equipment. Ariy loss or damage to CONTRACTOR's or any
Subcontractor's equipment is solely at the risk of CONTRACTOR. CONTRACTOR shall assume full
responsibility for any damage to any such land or area, or to the OWNER or occupant thereof or of any land or
areas contiguous thereto, resulting from the performance of the Work. Should any claim be made against OWNER
or PROFESSIONAL by any such OWNER or occupant because of the performance of the Work, CONTRACTOR
shall promptly attempt to settle with such other party by agreement or otherwise resolve the claim by arbitration or
at law. CONTRACTOR shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold
OWNER harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of
PROFESSIONALs, architects, attorneys and other professionals and court and arbitration costs) arising out of any
action, legal or equitable, brought by any such other party against OWNER to the extent caused by
CONTRACTOR's negligent performance of the Work."
Indemnification:
Section 6.32 is hereby replaced and superseded by the following: ''To the fullest extent permitted by Laws
and Regulations, CONTRACTOR shall indemnify and hold harmless OWNER, PROGRAM MANAGER and
PROFESSIONAL and their consultants, agents and employees from and against all claims, damages, losses and
expenses (including but not limited to fees and charges of PROGRAM MANAGER, PROFESSIONALs,
architects, attorneys and other PROFESSIONALs and court and arbitration costs) to the extent caused by
CONTRACTOR's negligent performance of the Work, provided that any such claim, damage, loss or expense (a) is
attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than
the Work itself) and (b) is caused by any negligent act or omission of CONTRACTOR, any Subcontractor, any
person or organization directly or indirectly employed by any of them to perform or furnish any of the Work.
Related Work at Site:
Section 7.1 is hereby replaced and superseded by the following: "OWNER may perform other work
related to the Project at the site by OWNER's own forces, have other work performed by other utility owners or let
other direct contracts therefore which shall contain General Conditions similar to these; provided, that any such
other contracts or contractors shall not unreasonably interfere, delay, or hinder the CONTRACTOR'S ability to
perform the Work under this Contract and that the Work under this Contract shall at all times be given priority and
precedence over such other contracts or contractors. OWNER has priority when other work is related to operational
issues or construction required by emergency/unforeseen conditions or events. If the fact that such other work is to
be performed was not noted in the Contract Documents, written notice thereof will be given to CONTRACTOR
prior to starting any such other work, and, if CONTRACTOR believes that such performance will involve
additional expense to CONTRACTOR or requires additional time and the parties are unable to agree as to the extent
thereof, CONTRACTOR may make a claim therefore as provided in Articles 11 and 12."
Section 7.1.2 is hereby replaced and superseded by the following: "Subject to the provisions of paragraph
7.1. above, CONTRACTOR shall afford each utility owner and other contractor who is a party to such a direct
contract for OWNER, if owner is performing the additional work with owner's employees, proper and safe access to
the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution
of such work, and shall properly COIlllect and coordinate the Work with theirs. CONTRACTOR shall do all cutting,
fitting and patching of the Work that may be required to make its several parts come together properly and integrate
with such other work. CONTRACTOR shall not endanger any work of others by cutting, excavating or otherwise
altering their work and will only cut or alter their work with the written consent of PROFESSIONAL and the others
whose work will be affected. The duties and responsibilities of CONTRACTOR under this paragraph are for the
benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit
of CONTRACTOR in said direct contracts between OWNER and such utility owners and other contractors."
ARTICLE 8-0WNER'S RESPONSIBILITIES
Section 8.9 is hereby added: "OWNER and PROFESSIONAL will promptly review and approve any and all
documents, payment applications, requests for clarifications, requests for instructions, and other such requests
submitted by CONTRACTOR."
ARTICLE ll-CHANGE OF CONTRACT PRICE
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Section 11.1 is hereby replaced and superseded by the following: "The Contract Price constitutes the total
compensation (subject to written authorized adjustments) payable to CONTRACTOR for performing the Work. All
duties, responsibilities and obligations assigned to or undertaken by CONTRACTOR shall be at CONTRACTOR's
expense without change in the Contract Price."
Section 11.2 is hereby replaced and superseded by the following: "The Contract Price may only be changed by a
Change Order or by a Written Amendment to be mutually agreed in writing and signed by duly authorized
representatives of both parties. Any claim for an increase or decrease in the Contract Price shall be based on written
notice delivered by the party making the claim to the other party and to PROFESSIONAL promptly (but in no event
later than thirty days) after the occurrence of the event giving rise to the claim and stating the general nature of the
claim. Notice of the amount of the claim with supporting data shall be delivered within sixty days after such
occurrence (unless PROFESSIONAL allows an additional period of time to ascertain more accurate data in support
of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known
amounts (direct) to which the claimant is entitled as a result of the occurrence of said event. All claims for
adjustment in the Contract Price shall be determined by PROFESSIONAL in accordance with paragraph 9.11 if
OWNER and CONTRACTOR cannot otherwise agree on the amount involved. No claim for an adjustment in the
Contract Price will be valid if not submitted in accordance with this paragraph 11.2."
Section 11.3.6 is hereby replaced and superseded by the following: "Failure on the part of CONTRACTOR
to construct any item to plan or authorized dimensions within the specification tolerances shall result in:
reconstruction to acceptable tolerances at no additional costs to OWNER; acceptance at no pay; or acceptance at
reduced final pay quantity or reduced unit price, all at the discretion of OWNER. Determinations of aggregate
monetary change for items identified as lump sum quantities shall be made by OWNER based upon an analysis of
the scope of CONTRACTOR's failure to construct to plan or authorized dimensions."
Cost of the Work:
These General Conditions are part of a Guaranteed Maximum Price Contract (GMP); in the event of conflict
between Sections 11.4 through 11.5.6 of the General Conditions and similar terms and conditions of the GMP, the
GMP terms and conditions will control.
Contractor's Fee:
These General Conditions are part of a Guaranteed Maximum Price Contract (GMP); in the event of conflict
between Sections 11.6 through 11.7 of the General Conditions and similar terms and conditions of the GMP, the
GMP supplemental terms and conditions will control.
Cash Allowances:
These General Conditions are part of a Guaranteed Maximum Price Contract (GMP); in the event of conflict
between Sections 11.8 through 11.8.2 of the General Conditions and similar terms and conditions of the GMP, the
GMP terms and conditions will control.
ARTICLE 12--CHANGE OF CONTRACT TIME
Section 12.2 If CONTRACTOR is delayed at any time in the performance, progress, commencement, or
completion of the Work by any act or neglect of OWNER or PROFESSIONAL, or by an employee of either, or by
any separate CONTRACTOR employed by OWNER, or by changes ordered in the Work, or by labor disputes, fire,
unavoidable casualties, utility conflicts which could not have been identified or foreseen by CONTRACTOR using
reasonable diligence, or any causes beyond CONTRACTOR's control or fault, then the Contract Time shall be
extended by Change Order for such reasonable time as OWNER may determine. CONTRACTOR shall be entitled
to an extension of time for such causes only for the number of days of delay which OWNER may determine to be
due solely to such causes and only to the extent such occurrences actually delay the completion of the Work and
then only if CONTRACTOR shall have strictly complied with all the requirements of the Contract Documents.
Force Majeure:
Section 12.3 is hereby added: CONTRACTOR is not responsible for damages or delay in performance
caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of CONTRACTOR. In any
such event, CONTRACTOR's contract price and schedule shall be equitably adjusted.
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Warranty and Guarantee:
Section 13.1 is hereby replaced and superseded by the following: "CONTRACTOR warrants and guarantees to
OWNER that all materials and equipment will be new unless otherwise specified and that all work will be of good
quality, performed in a workmanlike manner, free from faults or defects, and in accordance with the requirements
of the Contract Documents and any inspections, tests, or approvals referred to in this Article. All unsatisfactory ,
Work, all faulty Work and all Work not conforming to the requirements of the Contract Documents or such
inspections, tests, approvals, or all applicable building, construction and safety requirements shall be considered
defective. Notice of all defects shall be given to CONTRACTOR by PROFESSIONAL in writing specifying in
reasonable detail the alleged defects within ninety (90) days after discovery of such defects. All defective work,
whether or not in place, may be rejected, corrected, or accepted as provided in this Article."
Uncovering Work:
Section 13.9 is hereby replaced and superseded by the following: "If PROFESSIONAL considers it necessary or
advisable that covered Work be observed by PROFESSIONAL or inspected or tested by others, CONTRACTOR, at
PROFESSIONAL's request, shall uncover, expose or otherwise make available for observation, inspection or
testing as PROFESSIONAL may require, that portion of the Work in question, furnishing all necessary labor,
material and equipment. If it is found that such Work is defective, CONTRACTOR shall bear all direct costs of
such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction (including but not
limited to fees and charges of PROFESSIONAL's, architects, attorneys and other PROFESSIONAL's), and
OWNER shall be entitled to an appropriate decrease in the Contract Price and, if the parties are unable to agree as
to the amount thereof, OWNER may make a claim therefore as provided in Article 11. If, however, such Work is
not found to be defective, CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the
Contract Time, or both, directly attributable to such uncovering, exposure, observation, inspection, testing and
reconstruction, and, if the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make
a claim therefore as provided in Articles 11 and 12."
OWNER May Stop the Work:
Section 13.10 is hereby replaced and superseded by the following: "When Work is defective or when
CONTRACTOR fails to supply sufficient skilled workmen or suitable materials or equipment or make prompt
payments to Subcontractors for labor, materials, or equipment or if CONTRACTOR violates any provisions of
these Contract Documents, OWNER may order CONTRACTOR to stop the Work until the cause for such order has
been reasonably eliminated. However, this right of OWNER to stop the Work shall not give rise to any duty on the
part of OWNER to exercise this right for the benefit of CONTRACTOR or any other party. CONTRACTOR shall
have no right to claim an increase in the Contract Price or Contract Time or other damages for a stop work order
under this paragraph."
One Year Correction Period:
Section 13.12 is hereby replaced and superseded by the following: "If, after approval offmal payment and
prior to the expiration of one year after the date of substantial completion of the project or part thereof, whichever
occurs first, or by the terms of any applicable special guarantee required by the Contract Documents, any Work or
materials are found to be defective, incomplete, or otherwise not in accordance with the Contract Documents,
CONTRACTOR shall promptly, without cost to OWNER and in accordance with OWNER's written instructions,
either correct such defective Work or if it has been rejected by OWNER, remove it from the Site and replace it with
non-defective Work. If CONTRACTOR does not promptly comply with the terms of such instructions, OWNER
may have the defective Work corrected, removed, or replaced. All direct costs of such removal and replacement
(including but not limited to fees and charges of engineers, architects, attorneys and other professionals) will be
paid by CONTRACTOR."
Acceptance of Defective Work:
Section 13.13 is hereby replaced and superseded by the following: "If, instead of requiring correction or
removal and replacement of defective Work, OWNER (and, prior to PROFESSIONAL's recommendation of final
payment, PROFESSIONAL) prefers to accept it, OWNER may do so. CON-TRACTOR shall bear all direct, 1 costs
attributable to OWNER's evaluation of and determination to accept such defective Work (such costs to be approved
by PROFESSIONAL as to reasonableness and to include but not be limited to fees and charges of engineers,
architects, attorneys arid other professionals). If any such acceptance occurs prior to PROFESSIONAL's
recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the
Contract Documents with respect to the Work, and OWNER shall be entitled to an appropriate decrease in the
Contract Price, and, if the parties are unable to agree as to the amount thereof, OWNER may make a claim therefore
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as provided in Article 11. If the acceptance occurs after such recommendation, an appropriate amount will be paid
by CONTRACTORto OWNER."
OWNER May Correct Defective Work:
Section 13.14. is hereby replaced and superseded by the following: "If CONTRACTOR fails within a
reasonable time after written notice of PROFESSIONAL to proceed to correct defective Work or to remove and
replace rejected Work as required by PROFESSIONAL in accordance with paragraph 13.11, or if CONTRACTOR
fails to perform the Work in accordance with the Contract Documents, or if CONTRACTOR falls to comply with
any other provision of the Contract Documents, OWNER may, after seven days' written notice to CONTRACTOR,
correct and remedy any such deficiency. In exercising the rights and remedies under this paragraph, OWNER shall
proceed expeditiously, to the extent necessary to complete corrective and remedial action. OWNER may exclude
CONTRACTOR from all or part of the site, take possession of all or part of the Work, and suspend
CONTRACTOR's services related thereto, and incorporate in the Work all materials and equipment stored at the
site or for which OWNER has paid CONTRACTOR but which are stored elsewhere. CONTRACTOR shall allow
OWNER, OWNER's representatives, agents and employees such access to the site as may be necessary to enable
OWNER to exercise the rights and remedies under this paragraph. All direct costs of OWNER in exercising such
rights and remedies will be charged against CONTRACTOR in an amount approved as to reasonableness by
PROFESSIONAL, and a Change Order will be issued incorporating the necessary revisions in the Contract
Documents with respect to the Work, and OWNER shall be entitled to an appropriate decrease in the Contract
Price, and, if the parties are unable to agree as to the amount thereof, OWNER may make a claim therefor as
provided in Article 11. Such direct costs will include, but not be limited to, fees and charges of engineers,
architects, attorneys and other professionals, all court costs and all costs of repair and replacement of work of others
destroyed or damaged by correction, removal or replacement of CONTRACTOR's defective Work.
CONTRACTOR shall not be allowed an extension of the Contract Time because of any delay in performance of the
Work attributable to the exercise by OWNER of OWNER's rights and remedies hereunder."
Neglected Work by CONTRACTOR
Section 13.15 If CONTRACTOR neglects to execute the Work in accordance with the Contract Documents,
including any requirements of the progress schedule, PROFESSIONAL may direct CONTRACTOR to submit a
recovery plan and take specific corrective actions including, but not limited to, employing additional workmen
and/or equipment, and working extended hours and additional days, all at no cost to OWNER in order to put the
Work back on schedule. If CONTRACTOR fails to correct the deficiency or take appropriate corrective action,
OWNER may terminate the contract subject to the provisions of Article 15 or CONTRACTOR's right to proceed
with that portion of Work and have the Work done by others. The cost of completion under such procedure shall be
charged against CONTRACTOR. A Change Order shall be issued incorporating the necessary revisions in the
Contract Documents, including an appropriate reduction in the Contract Price. If the payments due
CONTRACTOR are not sufficient to cover such amount, CONTRACTOR shall pay the difference to OWNER.
Schedule of Values:
Section 14.1 is hereby replaced and superseded by the following: "The Schedule of Values established as
provided in paragraph 2.9 will serve as the basis for progress payments to be made on a monthly basis by OWNER
and will be incorporated into a form of Application for Payment acceptable to Project Manager. Progress payments
on account of Unit Price Work will be based on the number of units completed."
Review of Applications for Progress Payment:
Section 14.4 is hereby replaced and superseded by the following: "PROFESSIONAL will, within ten (10) calendar
days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and
present the application to OWNER, or return the application to CONTRACTOR indicating in writing
PROFESSIONAL's reasons for refusing to recommend payment. In the latter case, CONTRACTOR may make the
necessary corrections and resubmit the application. OWNER shall, within thirty-one calendar days of presentation
to him of the application for payment with PROFESSIONAL's recommendation of the amount for payment, pay
CONTRACTOR amount recommended. OWNER will make partial payments with respect to each Application for
Payment to the extent that no valid reasons are documented by PROGRAM MANAGER for non-payment of
specific charges."
Review of Applications for Progress Payment:
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Section 14.7.4 is hereby replaced and superseded by the following: "of PROFESSIONAL's actual
knowledge of the occurrence of any of the events enumerated in paragraphs 15.2.1 through 15.2.9 inclusive.
OWNER may refuse to make payment of the full amount recommended by PROFESSIONAL because
claims have been made against OWNER on account of CONTRACTOR's performance or furnishing of the Work or
Liens have been filed in connection with the Work or there are other items entitling OWNER to a off-set against the
amount recommended, but OWNER must give CONTRACTOR immediate written notice (with a copy to
PROFESSIONAL) stating the reasons for such action. Upon CONTRACTOR'S correction of any such
deficiencies, OWNER shall forthwith, make prompt payment of the amount due and outstanding to
CONTRACTOR."
Termination For Cause:
Section 15.2.9 is hereby replaced and superseded by the following: "if CONTRACTOR otherwise violates in any
substantial way any provisions of the Contract Documents, OWNER may, after giving CONTRACTOR (and the
surety, if there be one) seven days' written notice and to the extent permitted by Laws and Regulations, terminate
the services of CONTRACTOR, exclude CONTRACTOR from the site and take possession of the Work at the site
and incorporate in the Work all materials and equipment stored at the site or for which OWNER has paid
CONTRACTOR but which are stored elsewhere, and finish the Work as OWNER may deem expedient. fu such
case CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid
balance of the Contract Price exceeds the direct costs of completing the Work (including but not limited to fees and
charges of PROFESSIONALs, architects, attorneys and other PROFESSIONALs and court and arbitration costs)
such excess will be paid to CONTRACTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pay
the difference to OWNER. Such costs incurred by OWNER will be approved as to reasonableness by
PROFESSIONAL and incorporated in a Change Order, but when exercising any rights or remedies under this
paragraph, OWNER shall not be required to obtain the lowest price for the Work performed."
ARTICLE 16-DISPUTE RESOLUTION
Section 16.1 is hereby replaced and superseded by the following: "All disputes arising under this Contract
or its interpretation whether involving law or fact or both, or extra work, and all claims for alleged bre~ch of
contract shall within thirty (30) working days of the commencement of the dispute, or such other time as mutually
agreed by the parties, be presented by CONTRACTOR to OWNER for decision. All papers pertaining to claims
shall be filed in quadruplicate. Such notice need not detail the amount of the claim but shall state the facts
surrounding the claim in sufficient detail to identify the claim, together with its character and scope. fu the
meantime, CONTRACTOR shall proceed with the Work as directed. Any claim not presented within the time limit
specified in this paragraph shall be deemed to have been waived, except that if the claim is of a continuing character
and notice of the claim is not given within thirty (30) working days of its commencement, the claim will be
considered only for a period commencing thirty (30) working days prior to the receipt by OWNER of notice
thereof. Each decision by OWNER will be in writing and will be mailed to CONTRACTOR by registered or
certified mail, return receipt requested, directed to his last known address. OWNER shall make its decision for each
such claim within thirty (30) days after receipt from CONTRACTOR of such claim unless otherwise mutually
agreed by the parties."
General:
Section 17.4 is hereby replaced and superseded by the following: "The duties and obligations imposed by
these General Conditions and the rights and remedies available hereunder to the parties hereto, and, in particular but
without limitation, the warranties, guarantees and obligations imposed upon CONTRACTOR by paragraphs 6.32,
13.1, 13.12, 13.14, 14.3 and 15.2 and all of the rights and remedies available to OWNER, PROFESSIONAL, and
CONTRACTOR there under, are in addition to, and are not to be construed in any way as a limitation of, any rights
and remedies available to any or all of them which are o1;herwise imposed or available by Laws or Regulations, by
special warranty or guarantee or by other provisions of the Contract Documents, and the provisions of this
paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each
particular duty, obligation, right and remedy to which they apply. All representations, warranties and guarantees
made in the Contract Documents will survive final payment and termination or completion of the Agreement."
Section 17.5 is hereby replaced and superseded by the following: "CONTRACTOR shall keep adequate
records and supporting documentation applicable to this Work and Contract. Said records and documentation shall
be retained by CONTRACTOR for a minimum of five (5) years from the date of final completion or termination of
this Contract. OWNER shall have the right to audit, inspect, and copy all such records and documentation as often
as OWNER deems necessary during the period of the Contract and for a period of five (5) years thereafter provided,
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however, such activity shall be conducted only during normal business hours. OWNER, during this period of time,
shall also have the right to obtain a copy of and otherWise inspect any audit made at the direction of
CONTRACTOR as concerns the aforesaid records and supporting documentation. Notwithstanding the foregoing,
OWNER shall not be entitled to audit, inspect, or copy any of CONTRACTOR's records and documentation
pertaining to CONTRACTOR's Fixed General Conditions Work including the makeup or,composition of its lump
sum prices, unit prices, fixed fees or percentage markups."
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EXHIBIT B
COMPENSATION SCHEDULE AND GMP COST SUMMARY AND LABOR RATES FOR
ADDITIONAL SERVICES
PARSONS WATER & INFRASTRUCTURE, INC.
AUGUSTA CAPITAL IMPROVEMENTS PROGRAM PROJECT NO. 80130
J B MESSERLY WATER POLLUTION CONTROL PLANT
CONSTRUCTION MANAGEMENT AT RISK AGREEMENT - CONSTRUCTION SERVICES
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PARSONS
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Section 2.1
COST PROPOSAL
Parsons is pleased to present the following Scope of Services to be performed for
the J.B. Messerly WPCP Project. For a detailed scope of services, see section 2.2,
Article of the Contract.
Parsons has identified the key Managers for this project. Their responsibilities include monitoring
of labor utilization, maintenance of schedule and budget, assignment and supervision of staff and
all its subcontractors, preparation of construction cost estimates, regulatory meetings, quality con-
trol, bidding and construction of the project, and coordination with the PMT in a timely and profes-
sional manner (including submittal of monthly project progress meeting minutes and other deliyer-
abies ).
Parsons will reyise the Project Management Plan (PMP) implemented on April 12, 2007 as deyel-
oped during the Pre-construction Phase of the project. The update to the PMP is necessary to re-
flect changes in approach or philosophy toward execution of the project. Other plans to be imple-
mented and identified in the PMP will be a Site Specific Safety Plan and a Quality Management
Plan.
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Other duties will include implementation of a master schedule and updates, progress payments,
project website/portal updates and Community Participation. Parsons will implement procedures
for processing requests for information, shop drawing reyiew, material and equipment submittals,
schedule adjustments, change orders, payment request and maintenance of log. Parsons will also
coordinate with AUD and the Augusta Procurement Department in the preparation of the installa-
tion of the Owner Procured Equipment.
Parsons will support MDG to deyelop a Start-up, Close-Out, and Transfer Plan for each work
package. As the incremental turnoyer of the individual work package components are accom-
plished they will ultimately culminate in the startup and testing of the oyerall system. This system is
comprised of the critical path actiyities associated with the substantial completion of the new Aera-
tion Basins and all support systems. The plan details all equipment or subsystem start-ups, proc-
ess start-ups, sequencing schedules, and the actiyities and designated responsible parties for co-
ordination with the operating components. This plan will address potential "what-if' situations dur-
ing start-up. Parsons will work with the Augusta Utilities Department and MDG towards substantial
completion acceptance and beneficial occupancy. The specifications require that there be a 14
day Owner and Engineer led overall systems startup period where Parsons will lend startup sup-
port by way of coordinating subcontractors and yendor's services. This will be followed by a 30 day
reliability test period where Parsons will also coordinate subcontractors and yendor's actiyities and
services to proYide "hand-on" support. Parsons is responsible for "hands-on" support only
and has no design, systems nor process performance responsibility. Parsons Construction
Manager will implement and coordinate all startup actiyities between the Subcontractors, Engi-
neers (MDG), Program Managers (CH2MHILL), and Client personnel (AUD).
.
Parsons is pleased to present to AUD the following GMP for the J. B. Messerly Wa-
ter Pollution Control Plant:
PARSDNS
.
2.1.1 GMP Summary
.
.
J.B. MESSERLY WPCP ESTIMATE
.
PROJECT:
CLIENT:
Teaming:
DESCRJPTlON:
ESTIMATE TYPE
260317
J.B. MESSERLY WPCP
Augusta Utilities Department
None
Construction Management @ Risk
Guaranteed Maximum Price
EST DATE:
REV.
PRINT DATE:
07130/07
2
08124/07
PROJECT START
DATE: Sept, 2007
PROJECT
COMPLETION DATE: June, 2010
DWGIREF DESCRIPTION QUANTITY UNIT LABOR ODG's MATERIAL EQUIPMENT SUB TOTAL
PARSONS GENERAL CONDITIONS
LABOR 6,527,510 6,527,510
ODG's 543,270 814,077 0 540,063 1,897,410
Sales Tax 6,0% % 48,845 48,845
Subtotal Parsons General Conditions 6,527,510 543,270 862,922 0 540,063 8,473,765
BID PACKAGES
S.20 Pavement, Curb and Gutter, and Sidewalks 1 LS -
S-21 Fencina 1 LS -
S-28 Pre-Enaineered Metal Buildinas 1 LS 1,115,000 1,115,000
S-29 Odor Control 1 LS 3,740,395 3,740,395
S-30 Electrical and I&C 1 LS 10,039,634 10,039,634
S-31 Aeration Basins 3, 4, 5, 6 1 LS 32,226,388 32,226,388
5-32 Grit faciltiies and influent DUmn station 1 LS 3,683,000 3,683,000
S-34 Rehab aeration basins 1 & 2 1 LS 263,473 263,473
5-35 Hvoochlorite Facilities 1 LS 199,000 199,000
.36 Switchoear Buildina 1 LS 452,000 452,000
Subtotal Bid Packaaes 51,718,890 51,718,890
CONTINGENCY
Continnenr.v 1 LS 2,538,000 2,538,000
Subtotal ContlnaenC\ 2,538,000 - 2,538,000
FEE
Parsons Fee 5,5% % 359,013 29,880 187,051 2,874,242 3,450,186
Subtotal of Fee 359,013 29,880 187,051 2,874,242 3,450,186
ALLOWANCES
Landscapina - SO,ooO SO,OOO
Warehouse Soace - 150,000 lSO,Ooo
Fencino - Permanent 110,000 110,000
Odor Control Ductwork & Stripper - 875,000 875,000
Plant Sian 80.000 80,000
Silt Fence & Maintenance 180,000 180,000
Dewaterina Power Consumntion SOO,OOO 500,000
Phinizv Swamn 25,000 25,000
Plant Security Services 200,000 200,000
Butler Creek Interceptor SOO,OOO 500,000
0
Subtotal Allowances 2,670,000 2,670,000
BONDS, INSURANCE, LOCAL TAXES
Bonds and Insurance lBuilders Risk) 1,5% % 1,032,763 1,032,763
Local Taxes - $10,338 oar year = $861.50 oar month 861,50 33 28,430 28,430
Subtotal Bonds & Insurance - 1,061,193 1,061,193
,. .
SUMMARY
"\
.
2.1.2 GMP Estimate
.
.
PARSONS
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EXHIBIT C
PROJECT INSURANCE CERTIFICATION AND BOND COVERAGE
PARSONS WATER & INFRASTRUCTURE, INC.
AUGUSTA CAPITAL IMPROVEMENTS PROGRAM PROJECT NO. 80130
J B MESSERL Y WATER POLLUTION CONTROL PLANT
CONSTRUCTION MANAGEMENT AT RISK AGREEMENT - CONSTRUCTION
SERVICES
.
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NOTE:
EXHIBIT D
.
GMP PROPOSAL DOCUMENTS
PARSONS WATER & INFRASTRUCTURE, INC.
AUGUSTA CAPITAL IMPROVEMENTS PROGRAM PROJECT NO. 80130
J B MESSERLY WATER POLLUTION CONTROL PLANT
CONSTRUCTION MANAGEMENT AT RISK AGREEMENT - CONSTRUCTION
SERVICES
Exhibit D is on file at the Augusta Utilities Department
and at the Bond Program Management Office of CH2M HILL
.
.
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.
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NOTICE OF AWARD
.
CONTRACTOR: Parsons Water and Infrastructure, Inc
ADDRESS: 5390 Triangle Parkway Suite 100
Norcross
City
GA
State
PROJECT: J.B. Messerly WPCP
DATE: 09/28/2007
30092
Zip Code
PROJECT NO: 80130
At a meeting of the Augusta Commission
you were awarded the Contract for the following Project:
James B. Messerly WPCP 2003 Master Plan Implemetation Phase I
Enclosed please find 5
held on (Date) 09/18/2007
copies of the Contract Documents for your execution. Please complete the
pages, affixing signatures, dates, notary and/or corporate seals, etc. where necessary and return to this office
10 days from the date of this letter, excluding Legal Holidays,
.
The Certificate of Insurance must be complete.
Power of Attorney must be submitted in triplicate; an original and two copies is permissible.
Very truly yours,
Augusta Program Management Team
~'1
~Jt-t S2~~
Reciept of this NOTICE OF AWARD is hereby acknowledged this, the
day of
f!r.rlh1.J' aM4- LIrA I.
Contractor By
Please sign and return one copy of this Notice of Award Acknowledgement to:
CH2M HILL
Attn: Clifford Carey
360 Bay Street; Suite 100
Augusta, GA 30901
e
~A.w,6e, , 2007
v:~ I~ ~,~I-
Title
08-NOA,DOC
l'ameka Allen, Interim Deput;)' Administr'ator
Robert leverett, Interim Deputy Administrator
Room 80 I .. Municipal Building
530 Greene Street- AUGUSTA, GA, 3091\
(706) 821-2400.. FAX (706) 82J.281,
wwwaugustaga,gov
.
Office Of The Administrator
September 18, 2007
Mr. Max Hicks
Utilities Director
360 Bay Street
Augusta, GA 30901
Dear Max:
The Augusta-Rlchmond County Commission, at their regular meeting held on Tuesday, September 1S,
2007, took action on the following Items.
21 Approved and accepted the Deed of Dedication and Maintenance Agreement for the Augusta Regional
Commerce Center. (Approved by Engineering Ser'vices COmmittee September 10. 2007)
.
22.
Approved and accepted the water and sanitary sewer Deed of Dedication and Maintenance
Agreement for Cames Place, (Approved by Engineering Services COmmittee september 1 0, 2007)
26. Authorized award and execution of a contract amendment to theConstructior'l Management at RiSk Contract
with Parsons Water and Infrastructure for the construction of the James 8" Messerly WPCP Master Plan
ImplementaUon Phase 1 Project in the amount of $69,912,033, (Approved by Engineering Services
Committee september 10, 2007)
28. Approved a supplement to the COr'ltract with Messerly Design Group, LLC (MDG) in the amount of
$1,218,171 fOr additional scope of work required through construction of the James B. Me$$Eltly WPCP
Master Plan Implementation Phase 1 Project" (Approved by Engineering Services Committee September 10,
2007)
34, Referred back to Committee the motion to authoriZe a Supplement to Option Year 1 of Amendment No. 7 to
the eldstlng Program Management Services Contract with CH2M HILLl11e supplement will provide
additional Program Management services for the 2004 serIes Bond Capital Improvements Program
approved by Commission 02101/2005" (No recommendation from Engineering Services Committee
September10,2007)
If you have any qU$lltion$, please contact me
cc: Ms, Donna Williams
Ms, Gar! Sarna
. 09-18-07: #21, #22, #26, #28, #34