HomeMy WebLinkAboutCONSTRUCTION MANAGMENT AT RISK AGREEMENT PRECONSTRUCTION SERVICES PARSON
J?'7Cf/
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
JAMES B. MESSERLY WATER POLLUTION CONTROL PLANT
2003 MASTER PLAN IMPLEMENTAION PHASE 1
CONSTRUCTION MANAGEMENT AT RISK AGREEMENT -
PRECONSTRUCTION SERVICES
Agreement Page 1 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
Table of Contents
1. 0 DEFINITIONS.......................... ...........................................................................................3
2.0 TERM.................. ................................... ................................................. ........................ ....5
3.0 Scope of Services......................................................... ..... ................................ ...................6
3.1 GeneraL........................... ............................................................... ............... ......... ..........6
3.2 Detailed Scope of Services................................ ........................................ ............. .........6
4.0 RELATIONSHIP OF THE PARTIES ............................................. .................................... 6
4.1 GeneraL......................................... .................................... ...............................................6
4.2 Construction Manager (CM)........................................................... .................................7
5 .0 PAYMENT............................................................................ ................................... ...........7
5.1 General............................ .............. ........................................................... .... ....................7
5.2 Paynlent. ....................................... ......................................................................... ..........8
6.0 Risk Management.................................................... .................................................. ..........8
6.1 Insurance....................... ........................................................... .........................................8
6.1.1 Commercial General Liability Insurance................................................................. 9
6.1.2 Business Automobile Liability ................................................... .............................9
6.1.3 .W orker's Compensation ..................................................... .............. .......................9
6.1.4 Valuable Papers Insurance.................. ...................................................................1 0
6.1.5 Professional Liability Insurance ............................................................................10
6.1.6 Claims Made Form and Deductibles .....................................................................10
6.1.7 Additional Insured And Primary Insurance Provisions .........................................10
6.1.8 Evidence of Insurance............................. ...............................................................1 0
6.1.9 Insurance Conditions ............... .................................. ........................... .................11
6.1.10 Subcontractors 11
6.2 Responsibility for Claims and Liability.... ................ .................................. ..................... 8
7. 0 Notices................................... ........................... ................................................................ .11
8. 0 TERMINATION............................................................................................................... .12
9.0 MISCELLANEOUS......................................................................................................... .12
9.1 Compliance With Law........ ...................... ...... ....................................... ........................12
9.1.1 General Requirement ................... ....... .................................. ............ .... .................12
9.1.2 Licenses and Similar Authorizations .....................................................................12
9.1.3 Taxes.............................................. ..... ... ........ ..... .......... .............. .... .......................12
Agreement Page 2 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
9.1.4
9.2
9.3
9.4
9.5
9.6
9.7
9.8
9.9
9.10
9.11
9.12
9.13
9.14
9.15
9.16
9.17
9.18
9.19
9.20
9.21
9.22
9.23
9.24
9.25
9.26
9.27
9.28
9.29
Americans with Disabilities Act...................................................................... ......13
Governing Law and Venue ...... ............................................. .........................................13
Successors and Assigns....................................................................... ......... ................ .13
Meaning of Words........................................................ ................................................ .13
Rights and Remedies.................................... ...~......................................................... ....13
CM Registration......................................................................... .................................. .13
Time Computations..................................................................................................... ..14
Records Retention........................................... ............................................................. ..14
Third-Party Agreements, Beneficiaries .......................................... ............. ..................14
Audit...... ................................................................................ ....................................... .14
No Agency Created....................... ......................................... ........................................14
Assignment and Subcontracting ........ ............................................................................14
Amendments............... ................................................... ............................................... .15
Executory Agreement......................................:......................................... .............. ..... .15
Remedies Cumulative................................................................................................... .15
Captions....................................................................................................... ................. .15
Invalidity of Particular Provisions ofthis Agreement; severability............................... 15
No Waiver.......................... ......................................................... .................................. .15
Intellectual Property...................................................................................................... .15
Integration.................................... ....................................... ........................... ............... .15
Conflict of Interest.......................................................................................... .............. .16
Interest of Public Officials ............................... .............. ...... ........................,.................16
Employnlent of Owner' s Personnel...............................................................................16
Employnlent................................ .................................................................................. .16
Equal Employnlent Opportunity ................. ....................................................................16
Drug Free Workplace .................................................................................................... .16
Anti-Kickback Clause................................................................................................... .17
Verbal Agreement or Conversation ............... ....... ......................... ........................... .... .17
Personnel.......................................................................................................................1 7
Agreement Page 3 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
THIS PRECONSTRUCTION AGREEMENT (herein referenced as "Agreement"), is made and
entered into this day of , (the "Effective Date") by and between
Augusta, Georgia ("OWNER"), and Parsons Water & Infrastructure Inc., ("CM or Parsons"),
hereinafter sometimes referred to as "Parties."
WHEREAS, the OWNER has selected the CM as its Construction Manager and CM has
agreed to provide construction management services with respect to the James B. Messerly Water
Pollution Control Plant 2003 Master Plan Implementation Phase 1 ("Project"); and
WHEREAS, the OWNER has need for certain preconstruction services with respect to the
Project while the Parties continue to work toward negotiating and finalizing the Guaranteed
Maximum Price ("GMP") Agreement as set forth in the Request for Proposals for the Project;
NOW, THEREFORE,
The Parties agree as follows:
1.0 DEFINITIONS
Italicized words shall have the meaning set forth below:
Agreement - This written instrument between OWNER and CM covering the Work to be
performed.
Application for Payment-The form accepted by PROGRAM MANAGER which is to be used by
CM in requesting progress or final paynlents and which is to include such supporting
documentation as reasonably required by OWNER.
A UD - The Augusta Utilities Department acting for and in 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 paynlent bonds and other instruments of security furnished by CM
and its Surety in accordance with the Contract Documents.
CM - Construction Manager, Parsons Water & Infrastructure, Inc.
Change Order - A document, signed 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, addenda, amendments,
other contract modifications, or other documentation incorporated into any of them.
Contract Price - The moneys payable by OWNER to eM as stated in the Agreement.
Agreement Page 3 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
Contract Time - The number of days or the date stated in the Agreement for the completion of
the Work.
Day - Either a working day or calendar day as specified in the bid documents. If a calendar day
falls on a legal holiday, that day will be omitted from the computation. Legal Holidays include:
New Year's Day, Martin Luther King Day, Memorial Day, 4th of July, Labor Day, Veterans Day,
Thanksgiving Day and the following Friday, 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 any inspection, reference standard, test or approval required by the Contract
Documents, or which has been damaged prior to PROGRAM MANAGER'S recommendation of
final paynlent, unless responsibility for the protection thereof has been previously assumed by
OWNER upon Substantial Completion.
Engineer - Messerly Design Group, LLP (MDG)
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 the CM is notified that the Agreement is signed.
General Requirements - Refers to Division I of the Specifications.
Guaranteed Maximum Price ("GMP") - GMP means the total sum of the Cost of Work including
the Fixed Fee, the Fixed Amount for Specified 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.
LBE - Means locally owned businesses, contractors, subcontractors, material vendors and other
construction service providers which are defined as one having an office in Augusta-Richmond
County, Georgia or any county contiguous to Augusta-Richmond County.
Notice of Award - The written notice by OWNER to the apparent successful bidder stating that
upon compliance by the apparent successful bidder with the conditions precedent enumerated
therein, within the time specified, OWNER will sign and deliver the Agreement.
Agreement Page 4 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
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.
OWNER -Augusta, Georgia
Program Manager - CH2M HILL, Inc., responsible to AUD as the Bond Program Manager.
Project - The James B. Messerly Water Pollution Control Plant 2003 Master Plan
Implementation Phase 1
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.
Program Management Team (PMT) - duly authorized representatives from the OWNER, the
Engineer, the PROGRAM MANAGER and the CM.
Resident Project Representative - The authorized representative of PROGRAM MANAGER .
who is assigned to the site or any part thereof.
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 eM for the
performance of a part of the Work.
Supplier - A manufacturer, fabricator, supplier, distributor, materialman or vendor furnishing
materials, equipment or supplies to be incorporated into the Work.
Amendment - A written amendment of the Contract Documents, signed by OWNER and CM on
or after the Effective Date of the Agreement.
2.0 TERM
This Agreement shall commence as of the effective date of this Agreement and shall continue
through the earlier of execution of a Construction Amendment as describe Attachment 1 - James
B. Messerly WPCP 2003 Master Plan Implementation Phase 1 Preconstruction Scope of Work
(the "Work") for the Project or 120 days from date of execution of this Agreement, whichever
comes first. CM's obligations pursuant to Section 6.2 Indemnification shall survive and continue
after the completion of this Agreement.
Agreement Page 5 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
3.0 SCOPE OF SERVICES
3.1 General
The CM shall provide the services described in Attachment 1, which is incorporated herein by
reference to this Agreement, in a competent and professional manner. The CM shall cooperate
with the OWNER and Program Management Team to allow beginning the construction within a
reasonable time. The OWNER or OWNER's Representative shall direct theCM. During this
preconstruction period, the CM's Project Manager will oversee the services the CM to ensure
development of a constructible project within the expected budget in accordance with the
Contract Documents.
3.2 Detailed Scope of Services
The CM shall perform the services as detailed in Attachment 1 - James B. Messerly WPCP 2003
Master Plan Implementation Phase 1 Preconstruction Services Scope of Work which is
incorporated herein by reference.
4.0 RELATIONSHIP OF THE PARTIES
4.1 General
The CM accepts the relationship of trust and confidence established by this Agreement and
covenants with the OWNER to cooperate with the PMT throughout the Project and utilize the
CM's best skill, efforts and judgment in furthering the interests of the OWNER; to furnish
efficient business administration and supervision; to use best efforts to furnish at all times an
adequate supply of staff; and to perform the work in accordance with the Contract Documents
and consistent with the interests of the OWNER. The CM recognizes that the OWNER has
separate agreements with the ENGINEER for the design of the Project and with the Program
Manager, among others, to provide certain construction administration services necessary to
ensure that the construction conforms to the Drawings and Specifications The CM further
recognizes that in order for the Project to be completed on time and within the GMP, the CM and
the PMT need to cooperate closely on a regular basis to revise plans, drawings, specifications,
materials, methods, estimates and budgets as necessary to meet the OWNER's financial, time,
and operating constraints.
Professional Standards
The CM shall cooperate fully with all municipalities, local government officials, utility
companies, and other consultants as directed by the OWNER. The OWNER and CM agree to
work together with all other parties on the basis of trust, good faith and fair dealing, and shall
take actions reasonably necessary to enable each other to perform this Agreement in a timely,
efficient and economical manner. The parties agree to cooperate in a manner consistent with
good design and construction practice and will exercise the degree of skill and diligence normally
employed by competent professional construction management firms practicing under similar
conditions.
Agreement Page 6 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
4.2 Construction Manager (CM).
,
A. The CM shall be an independent contractor and shall be responsible for all
obligations arising from its services under this Agreement relating to federal income
tax, FICA taxes and contributions, and all other employer taxes and contributions,
including, but not limited to, industrial insurance (Workers' Compensation). The
CM agrees to indemnify, defend and hold OWNER harmless from any claims, valid
or otherwise, made to OWNER, because of these obligations.
B. . All employees of the CM, while engaged in the performance of the Work, shall be
. considered employees of only the CM and not employees of OWNER. The CM shall
be solely liable for any and all claims that arise under the Worker's Compensation
Act on behalf of said employees and for all claims made by a third. party as a
consequence of any negligent act or omission on the part of the CM's employees
while so engaged on any of the Work
C. CM shall comply with all applicable provisions of the Fair Labor Standards Act and
other legislation affecting its employees and the rules and regulations issued
thereunder insofar as applicable to its employees and shall at all times save OWNER,
free, clear and harmless from all actions, claims, demands and expenses arising out of
.said act, and rules and regulations in connection therewith.
D. CM assumes full responsibility for the paynlent of all payroll taxes, use, sales,
income, or other form oftaxes (such as state and, city business and occupation taxes),
fees, licenses, excises or paynlents required by any city, federal or state legislation
which are required for the performance of Work pursuant to the Agreement.
5.0 PAYMENT
5.1 General
Amounts paid or sought for Preconstruction Services rendered under this Agreement will not be
included in either the Fixed Fee or the dollar amount for Specified General Conditions Work.
Pursuant to this agreement, CM will be paid monthly for its preconstruction services based on the
percentage completion of the tasks delineated in Attachment 1. Said monthly paynlents shall be
advanced against a lump sum dollar amount allocated to each task as set forth in Attachment 2.
The CM shall provide adequate supporting documentation required by the owner for each
paynlent request submitted. The owner shall be the sole judge of the adequacy of the supporting
documentation. "
Extra work required by AUD that is outside of the Scope of Services contained therein
Attachment 1, Pre-Construction Services Scope of Work, shall be compensated at the rates stated
in Attachment 3.CM shall bear any expense that exceeds the agreed not-to-exceed amouIit.
Paynlent of the Contract Price shall be full compensation for Work performed or services
rendered, including, but not limited to, all labor, materials, supplies, equipment and incidentals
necessary to perform CM's duties under this Agreement.
Agreement Page 7 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
5.2 Payment.
The CM may submit to the OWNER a monthly invoice, in a form acceptable to the OWNER and
accompanied by all support documentation requested by the OWNER, for paynlent for the
services, which were completed during the billing period, according to the percent completion of
each task as stated in ATTACHMENT 1.. The OWNER shall review said invoices for approval.
The OWNER shall have the right to reject paynlent of any invoice or part thereof if not properly
supported. The OWNER shall pay within 30 days from receipt each such invoice or portion
thereof as approved, provided that the approval or paynlent of any such invoice shall not be
considered as acceptance of Work performed or of receipt of acceptance by the OWNER of the
service covered by such invoice.
Each invoice shall be accompanied by a progress report describing the Work accomplished and
. any issues or factors, which may inhibit execution of the Work. The CM shall also submit an
accurate updated project schedule including an itemized description of the percentage of total
Work completed for each task invoiced during the billing period.
All invoices submitted by the CM shall be detailed to reflect incurred expenses, labor hours and
costs by authorized Task.
Invoices shall be submitted to:
Augusta PMT
Attn.: Clifford Carey,
360 Bay Street, Suite 100
Augusta, Georgia 30901
Invoices under this Agreement shall clearly display the following information (subcontractors'
invoices shall also include this information) and such other information as may reasonably be
required by the OWNER:
INVOICE DATE and NUMBER
The OWNER's Project Manager (Please do not put PM's name in the address portion of the
invoice)
Project No. 80130
Project title: James B. Messerly WPCP 2003 Master Plan Implementation Phase 1
Period covered by the invoice
Updated TasklSubtask Summary with percent complete
6.0 RISK MANAGEMENT
6.1 Insurance
The CM shall, at all times that this Agreement is in effect, cause to .be maintained in force and
effect an insurance policy(s) that will insure and indemnify OWNER, ENGINEER, and
PROGRAM MANAGER against damages resulting from injuries occurring to persons or
property which occur as a result of any negligent act, or omission of the CM in performance of
the work during the term of this Agreement. The CM shall file with the PMT and OWNER,
evidence of a policy or policies of insurance as enumerated below:
Agreement Page 8 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
6.1.1 Commercial General Liability Insurance
A commercial general liability insurance written on the insurance industry standard occurrence
policy form including all the usual coverages set forth below with the minimum limits set forth
below:" At the end of the sentence, add "including all the usual coverages shown below with the
minimum limits set forth below::
- Premises/Operations Liability
- Products/Completed Operations
- Personal! Advertising Injury, to include
- Contractual Liability
- Stop Gap/Employers Contingent Liability
- Explosion, Collapse and Underground
- Fire Legal Liability
- Designated Construction Projects
Such policy(ies) must provide the following limits:
Bodily Iniury and Property Damage -
$ 2,000,000 General Aggregate
$ 2,000,000 Products & Completed Operations Aggregate
$ 1,000,000 Personal & Advertising Injury
$ 1,000,000 Each Occurrence
$ 500,000 Fire Damage
Stop Gap/ Employers Liability -
$ 1,000,000 EachAccident
$ 1,000,000 Disease - Policy Limit
$ 1,000,000 Disease - Each Employee
6.1.2 Business Automobile Liability
CM shall obtain a policy of Business Automobile Liability, including coverage for owned, non-
owned, leased or hired vehicles written on an insurance industry standard form or equivalent, and
as specified by Insurance Services Office Symbol 1 (any auto). If "pollutants" as defined in
exclusion 11 of the commercial auto policy are to be transported, endorsement CA9948 & MCS
90 are required. Such policy(ies) must provide a limit for Bodily Injury and Property Damage of
$ 1,000,000 per accident
6.1.3 Worker's Compensation
As respects Workers' Compensation insurance in the State of Georgia, the CM shall secure its
liability for industrial injury to its employees, program participants & volunteers in accordance
with the provisions the applicable codes of Georgia. If the CM is qualified as a self-insurer, CM
shall so certify by a letter signed by a corporate officer indicating that it is a qualified self-
Insured, and setting forth the limits of any policy of excess insurance covering its employees
program participants or volunteers; or any similar coverage required.
Agreement Page 9 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
The CM hereby assumes all risk of damage to its property, or injury to its officers, directors,
agents, CMs, or, invitees, in or about the Project from any cause, and hereby waives all claims
against The OWNER except to the extent caused by OWNER's negligence or willful
misconduct.
6.1.4 Valuable Papers Insurance
The CM shall secure valuable papers insurance in an amount sufficient to assure the restoration
of any plans, drawings, field notes, or other similar data relating to the work covered by the
Project.
6.1.5 Professional Liability Insurance
The CM shall secure professional liability insurance in an amount of One Million ($1,000,000)
Dollars.
6.1.6 Claims Made Form and Deductibles
If any such policy (ies) above is written on a claims made form, the retroactive date shall be prior
to or coincident with the effective date of this Agreement. The policy shall state that coverage is
Claims made, and state the retroactive date. Claims made form coverage shall be maintained by
the CM for a minimum of three years following the expiration or earlier termination of this
Agreement, and the CM shall annually provide OWNER with proof of renewal. If renewal of the
claims made form of coverage becomes unavailable, or economically prohibitive, the CM shall
purchase an extended reporting period ("tail") or execute another form of guarantee acceptable to
OWNER to assure financial responsibility for liability for services performed.
The cost of any claim paynlents falling within the deductible or self-insured retention amount
shall be the responsibility of the CM.
6.1.7 Additional Insured And Primary Insurance Provisions
Insurance provided pursuant to sections 6.1.1 and 6.1.2, shall be endorsed to include OWNER,
Messerly Design Group (MDG) CH2M HILL, Inc., and their officers, any elected and appointed
officials, employees, agents and volunteers as additional insured, and shall not be reduced or
canceled without thirty (30) days prior written notice to OWNER, except for ten (10) days prior
written notice in the event of cancellation for nonpaynlent of premium. In addition, CM's
insurance shall be primary but only to the extent of CM'S negligence; any other insurance
maintained by OWNER, CH2M HILL, Inc., and MDG shall be excess and not contributing
insurance with the CM's insurance.
6.1.8 Evidence of Insurance
The following documents must be provided as evidence of insurance coverage: .
A A copy of the policy's declarations pages, showing the Insuring Company, Named
Insured, policy number, policy effective dates, coverages, limits of liability and the
Schedule of Forms and Endorsements.
B. A copy of the endorsement designating OWNER, CH2M HILL, Inc., and MDG as an
Additional Insured but only to the extent .0fCM'S negligence (excluding Professional
Liability Insurance), showing the policy number, and signed by an authorized
representative of the insurance company.
Agreement Page 10 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
C. A copy of the "Endorsements Form List" to the policy or policies showing
endorsements issued on the policy, and including any company-specific or
manuscript endorsements.
D. A copy of an endorsement stating that the coverages provided by this policy to
OWNER or any other designated insured shall not be terminated, reduced or
otherwise materially changed without providing at least thirty (30) days prior written
notice to OWNER.
6.1.9 Insurance Conditions
The insurance certificates evidencing coverage, including endorsements and subsequent renewals
shall be subject to approval by OWNER's Risk Manager as to company form and coverage. The
insurance company shall be:
A. Rated A- VII or higher in the A. M. Best's Key Rating Guide.
B. Licensed to do business in the State of Georgia.
6.1.10 Subcontractors
The CM shall obtain from each Sub-contractor, evidence of insurance meeting all the
requirements of sections 6.1.1 and 6.1.2.
6.2 Responsibility for Claims and Liability. The CM shall be responsible for any and all
damages to properties or persons caused by its employees, subcontractors, or agents, and shall
hold harmless OWNER, CH2M HILL, Inc., and MDG their officers, agents and employees from
all suits, claims, actions or damages of any nature whatsoever to the extent found to be resulting
from the CM, its subcontracts, or agents in the negligent performance or non-performance of
work under this Agreement. These indemnities shall not be limited by reason of the listing of
any Insurance coverage.
7.0 NOTICES
A. Notices to OWNER shall be sent to the following address:
Augusta PMT
Attn: Clifford Carey,.
360 Bay Street, Suite 100
Augusta, GA 30901
B. Notices to the CM shall be sent to the following address:
Parsons Water & Infrastructure, Inc.
Attn: Tony Taylor, V.P.
5390 Triangle Parkway, Suite 100
Norcross, Georgia 30092
Agreement Page 11 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
8.0 TERMINATION
OWNER may terminate this Agreement at any time by sending written notice of termination to
CM ("Notice"). The Notice shall specify a termination date ("Termination Date") at least ten
(10) business days after the date the Notice is issued. The Notice shall be effective ("Notice
Date") upon the earlier of either actual receipt by CM (whether by fax, mail, delivery or other
method reasonably calculated to be' received by CM in a reasonably prompt manner) or three
calendar days after issuance of the Notice. Upon the Notice Date, CM shall immediately
commence to end the Work in a reasonable and orderly manner. The CM shall be paid or
reimbursed for: (a) all hours worked and Eligible Expenses incurred up to the Notice Date, less
all payments previously made; and (b) those hours worked and Eligible Expenses incurred after
the Notice Date, but prior to the Termination Date, that were reasonably necessary to terminate
the Work in an orderly manner. The Notice shall be sent by the United States Mail to CM's
address provided herein, postage prepaid, certified or registered mail, return receipt requested,
hand delivery or statutory overnight courier. Termination pursuant to this section does not
waive, release or forego any legal remedy for any violation, breach or non-perfomiance of any of
the provision of this Agreement.
9.0 MISCELLANEOUS
9.1 Compliance With Law
9.1.1 General Requirement
The CM, at its sole cost and expense, shall perform and comply with all applicable laws of the
United States and the State of Georgia; the Consolidation Act and Augusta Municipal Code, and
ordinances of Augusta; rules, regulations, orders, and directives of their administrative agencies
and their officers; and any and all conditions, terms and requirements of any federal, state or
other grant that wholly or partially funds CM'g work hereunder, including but not limited to the
Open Records laws.
9.1.2 Licenses and Similar Authorizations
Prior to performing any work pursuant to this Agreement, the CM shall secure and maintain in full
force and effect at its own expense during the term of this Agreement all required licenses,
permits, and similar legal authorizations required for performance of CM'S Work, and comply
with all related requirements, including, but not limited to, any State of Georgia business
licenses, Department of Revenue account and/or unified business identifier number as required,
and an Augusta business license.
9.1.3 Taxes
The CM shall pay, before delinquency, all taxes, levies, and assessments ansmg from its
activities and undertakings under this Agreement; taxes levied on its property, equipment and
improvements; and taxes on the CM's interest in this Agreement and any leasehold interest
deemed to have been created.
Agreement Page 12 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
9.1.4 Americans with Disabilities Act
The CM shall comply with all applicable provisions of the Americans with Disabilities Act of
1990 (ADA) in performing its obligations under this Agreement. In particular, if the CM is
providing services, programs, or activities to OWNER employees or members of the public as
part of this Agreement, the CM shall not deny participation or the benefits of such services,
programs, or activities to people with disabilities on the basis of such disability. Failure to
comply with the provisions of the ADA shall be a material breach of, and grounds for the
immediate termination of, this Agreement.
9.2 Governing Law and Venue
The laws of the State of Georgia shall govern the Agreement and the rights of the parties herein.
Venue shall only be appropriate for Augusta, Georgia in the Superior Court of Richmond
County, Georgia.
9.3 Successors and Assigns
OWNER and CM respectively bind themselves, their partners, successors, assigns, and legal
representatives to the other Party hereto and to partners, successors, assigns, and legal
representatives of such other Party in respect to covenants, agreements, and obligations contained
in this Agreement. Neither Party shall assign the Work without written consent of the other,
except that CM may assign the Work for security purposes, to a bank or lending institution
authorized to do business in the State of Georgia. If either Party attempts to make such an
assignment without such consent, that party shall nevertheless remain legally responsible for all
obligations set forth in this Agreement.
9.4 Meaning of Words
Unless otherwise stated in the Agreement, and Contract Documents, words which have well-
known technical or construction industry meanings are used in the Agreement and Contract
Documents in accordance with such recognized meanings. Reference to standard specifications,
manuals, or codes of any technical society, organization, or association, or to the code of any
governmental authority, whether such reference be specific or by implication, shall be to the
latest standard specification, manual, or code in effect on the date for submission of bids, except
as may be otherwise specifically stated. Wherever in the Drawings and Specifications an article,
device, or piece of equipment is referred to in the singular manner, such reference shall apply to
as many such articles as are shown on the drawings, or required to complete the installation.
9.5 Rights and Remedies
No action or failure to act by OWNER shall constitute a waiver of a right or duty afforded them
under this Agreement, nor shall such action or failure to act constitute approval of an
acquiescence in a breach therein, except as may be specifically agreed in writing.
9.6 CM Registration
CM shall be registered or licensed as required by the laws of the State of Georgia including
registration with the Office of the Secretary of State of Georgia, Corporations Division.
Agreement Page 13 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
9.7 Time Computations
When computing any period of time, the day of the event from which the period of time begins
shall not be counted. The last day is counted unless it falls on a weekend or legal holiday, in
which event the period runs until the end of the next day that is not a weekend or holiday. When
the period of time allowed is less than 7 days, intermediate Saturdays, Sundays, and legal
holidays are excluded from the computation. A calendar day of twenty-four hours measured
from midnight to the next midnight shall constitute a day.
9.8 Records Retention
The wage, payroll, and cost records of CM, and its Subcontractors, and all records subject to
audit in accordance with section 9.10, shall be retained for a period of not less than two (2) years
after the date of Completion or final paynlent whichever first occurs.
9.9 Third-Party Agreements. Beneficiaries
This Agreement shall not be construed to create a contractual relationship of any kind between:
between any parties other than the CM and OWNER and no third party beneficiaries shall be
recognized by this Agreement.
9.10 Audit
The CM shall permit OWNER and/or any other governmental agency that is involved in the
funding of the project (hereinafter referred to as "Agency"), including up to two (2) years after
the final paynlent has been made under this Agreement, to inspect and audit at any and all
reasonable times in Richmond County, Georgia, or at such other reasonable location as the
Agency selects, all pertinent books and records of the CM and any subcontractors or other person
or entity that has performed work in connection with or related to the CM's services under this
Agreement to. verify, among other things, that the compensation or other consideration provided
to the CM has been appropriate, and that the contracted-for services were actually provided; and
shall supply OWNER with, or shall permit the Agency to make, a copy of any directly pertinent
books and records and any portion thereof, upon the Agency's request. However audit rights
shall not extend to lump sums, unit rates or costs expressed as a percentage of other costs The
CM shall ensure that such inspection, audit and copying right of the Agency is a condition of any
subcontract, agreement or other arrangement under which any other person or entity is permitted
to perform work in connection with or related to the CM's services under this Agreement.
9.11 No Agencv Created
The CM is not granted any express or implied right or authority to assume or create any
obligation or responsibility on behalf of or in the name of OWNER or to bind OWNER in any
manner or thing whatsoever.
9.12 Assignment and Subcontracting
CM shall not sublet or assign any of the Work without the express, prior written consent of
OWNER. The CM shall be responsible for ensuring that all subcontractors comply with the
obligations and requirements of this Agreement.
Agreement Page 14 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
9.13 Amendments
No modification or amendment of the provisions hereof shall be effective unless in writing and
signed by authorized representatives of the Parties. The Parties expressly reserve the right to
modify this Agreement, from time to time, by mutual agreement.
9.14 Executory Agreement
This Agreement shall not be valid until signed by both Parties.
9.15 Remedies Cumulative
Rights under this Agreement are cumulative; the failure to exercise on any occasion any right
shall not operate to forfeit such right on another occasion. The use of one remedy shall not be
taken to exclude or waive the right to use another.
9.16 Captions
The titles of sections are for convenience only and do not define or limit the contents.
9.17 Invalidity of Particular Provisions ofthis Agreement; severability
A judicial determination that any term, provision, condition, or other portion of this Agreement,
or its application, is inoperative, invalid, or unenforceable shall not affect the remaining terms,
provisions, conditions, or other portions of this Agreement, nor shall such a determination affect
the application of such term, provision, condition, or portion to persons or in circumstances other
than those directly involved in the determination in which it is held to be inoperative, invalid, or
unenforceable, and as to such other persons or in such other circumstances it shall continue in
full force and effect.
9.18 No Waiver
No waiver of full performance by either party shall be construed, or operate, as a waiver of any
subsequent default or breach of any of the terms, covenants or conditions of this Agreement. The
paynlent of compensation to the CM shall not be deemed a waiver of any right or the acceptance
of defective performance.
9.19 Intellectual Property
Reports, drawings, plans, specifications and any other intangible property created in furtherance
of the Work are property of OWNER for all purposes, whether the project for which they are
made is executed or not, and may be used by OWNER for any purpose, provided however that
any use other than for the Project shall be at OWNER's sole discretion and liability. Unless
otherwise expressly agreed in writing, all intellectual property rights in such documents or
intangible property created pursuant to this Agreement belong to OWNER. CM retains any
intellectual property rights in documents and intangible property created by CM I prior to the
Effective Date or not created by CM for performance of this Agreement.
9.20 Integration.
This Agreement represents the entire and integrated agreement between the Parties and
supersedes prior negotiations, representation or agreements, either written or oral. The Parties
Agreement Page 15 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007.
recognizes that this Agreement is intended to be integrated with the final CM construction
contract that will be executed at the completion of GMP negotiations.
9.21 Conflict of Interest
The CM agrees that it presently has no interest and shall acquire no interest, direct or indirect,
that would conflict in any manner or degree with the performance of its services hereunder. The
CM further agrees that, in the performance of the Agreement, no person having such interest
shall be employed.
9.22 Interest of Public Officials
. No member, officer, or employee of the OWNER during his tenure or for one year thereafter,
shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.
9.23 Employment of Owner's Personnel
The CM shall not employ any person or persons in the employ of the OWNER for any work
required by the terms of the Agreement, without the written permission of the OWNER except as
may otherwise be provided for herein.
9.24 Employment
The CM warrants that it has not employed or retained any company or person, other than a bona
fide employee working solely for the CM, to solicit or secure this Agreement and that it has not
paid or agreed to pay any company or person, other than a bona fide employee working solely for
the CM, any fee, commission, percentage, brokerage fee, gifts, or any other consideration,
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, OWNER shall have the right to annul this Agreement without liability
or, in its discretion, to deduct from the Contract Price or consideration or otherwise recover, the
full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
9.25 Equal Employment Opportunity
During the performance of this Agreement, the CM agrees as follows: (1) the CM will not
discriminate against any employee or applicant for employnlent because of race, creed, color, sex
or national origin; (2) the CM will, in all solicitations or advertisements for employees placed by
qualified applicants, receive consideration for employnlent without regard to race, creed, color,
sex or national origin; (3) the CM will cause the foregoing provisions to be inserted in all
subcontracts for any work covered by the Agreement so that such provision will be binding upon
each subcontractor, provided that the foregoing provision shall not apply to contracts or
subcontracts for standard commercial supplies of raw materials.
9.26 Drug Free Workplace
CM shall be responsible for insuring that its employees shall not be involved in any
manner with the unlawful manufacture, distribution, dispensation, possession, sale or use
of a controlled substance in the workplace. For purposes of the policy, "workplace" is
defined as OWNER owned or leased property, vehicles, and project or client site. Any
violation of the prohibitions may result in discipline and/or immediate discharge.
Agreement Page 16 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
CM shall notify the appropriate federal agencies of an employee who has a criminal drug
statute conviction for workplace violation.
CM may require drug or alcohol testing of employees when contractually or legally
obligated, or when good business practices would dictate.
9.27 Anti-Kickback Clause
Salaries of employees performing work under this Agreement shall be paid unconditionally and
not less often than once a month without deduction or rebate on any account except only such
payroll deductions as are mandatory by law. The CM hereby promises to comply with all
applicable "Anti-kickback" laws, and shall insert appropriate provisions in all subcontracts
covering work under this Agreement.
9 .28 Verbal Agreement or Conversation ,
No verbal agreement or conversation with any officer, agent, or employee of OWNER, either
before, during, or after the execution of this Agreement, shall affect or modify any ofthe terms or
obligations herein contained, nor shall such verbal agreement or conversation entitle the CM to
any additional paynlent whatsoever under the terms for this Agreement. All changes to this
Agreement shall be in writing and appended hereto as prescribed in 9.13 above.
9.29 Personnel
The CM represents that it has secured or will secure, at its own expense, all personnel necessary
to complete this Agreement; none of whom shall be employees of, or have any contractual
relationship with, OWNER. All of the services required hereunder will be performed by the CM
under its supervision, and all personnel engaged in the work shall be qualified and shall be
authorized or permitted under law to perform such services.
All key professional personnel, including subcontractors, engaged in performing services for the
CM under this agreement are indicated in personnel listing attached hereto as Attachment 2 -
Listing of Key Personnel and incorporate herein by reference. No changes or substitution shall
be permitted in the CM'S Key Personnel without the prior written approval of OWNER or its
designee, which approval shall not be unreasonably withheld.
The CM shall employ only persons duly registered in the appropriate category in responsible
charge of supervision and construction of the work. The CM shall endorse all reports, contract
plans, and survey data. Such endorsements shall be made by a person duly registered in the
appropriate category of Professional Engineering, being in the full employ of the CM and
responsible for the work prescribed by this Agreement.
Agreem ent Page 17 of 20
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
.
IN WITNESS WHEREOF, OWNER and CM have executed this Agreement as of the date first
above written.
OWNER: AUGUSTA, GEORGIA
ATTEST:
~ fY. By: {}v(..( -?l
/ '1*' The Honorable Oeke openhaver
Mayor ( I
Date: -; z,"3 l 07
rq&S~L
By: /k; - ~
Lena J. Bonner
Date:
APPROVED AS TO FORM:
DEPARTMENT APPROVAL:
.
BY0c ~
By: ~lIr ~
Stephen E. Shepard
count1rey /
Date: 3 ~I 4(
N. Max Hicks, PE
Director, Augusta Utilities Department
Date:
CONSTUCTION MANAGER:
PARSONS WATER & INFRASTRUCTURE INC.
ATTEST:
SEAL
By:
By:
17A~
~
.
Name: Wa (,.~I /-h:J teJ(,I~
Title: St'- v','U P /.# So I'd.l.
/l"Ht ,.."k J'" 1-" v 7
Name:
Title:
Assistant Secretary
Agreement Page 18 of 20
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
Date:
Date:
Agreement Page 19 of 20
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
ATTACHMENT 1
JAMES B. MESSERLY WATER POLLUTION CONTROL PLANT
2003 MASTER PLAN IMPLEMENTATION PHASE 1
CONSTRUCTION MANAGEMENT AT RISK AGREEMENT -
PRECONSTRUCTION SERVICES SCOPE OF WORK
General: This Scope of Work (SOW) includes preconstruction services and the
development of contracts and subcontracts in support of establishing a Guaranteed
Maximum Price (GMP) for construction of the referenced project. The following
presents a general description of the tasks to be performed for the Preconstruction
Services of the project. It is understood that these tasks and subtasks may not require the
same level of effort as initially estimated herein, and some may require more or less
effort than initially estimated herein. Therefore, it is not intended that the Construction
Manager (CM) is limited to the estimate of hours or other direct expenses (ODCs) for a
single task or subtask. The budget may be adjusted depending on the level of effort
required for the individual Tasks and subtasks. However, the total cost will not exceed
the "Not to Exceed" Amount for preconstruction services as described in the Agreement.
The SOW and GMP for Construction will be developed during the preconstruction
'services and must be approved as an amendment to the Agreement (Construction
Amendment) before construction can begin.
Task 1 Project Management:
Task 1.1- Project Management Supervision:
The CM shall designate and specifically identify a 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 Program Management Team
(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, CM staff and subcontractors for this Work.
Task 1.2 - Project Management and QAlQC Plans:
The GMP shall include cost for the project QNQC Manager to prepare a Project Quality
Management plan within 30 days of execution of the Construction Amendment. The
Quality Plan will include quality assurance and control requirements. The project QNQC
Manager shall be charged the responsibility of the Plan's implementation and
Attachment 1 Page 1 of 12
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
documentation of ongoing QNQC activities. An update on all QNQC activities shall be
reported in Monthly Status Reports once the Construction Amendment has been
approved. All work performed by the CM Team shall be in accordance with the QNQC
Plan.
The project CM shall prepare a Project Management Plan (pMP) for the project. The
PMP will address project implementation approach, staffing, organizatiop, project record
keeping, document control, quality control, and quality assurance responsibilities. The
PMP establishes responsibilities and authorities, administrative procedures and policies,
and lines of communication throughout the project. The PMP will be coordinated with
the PMT's procedures to prepare a condensed, project-specific plan. The PMP will
include information on or will reference sub-plans for other related items such as the
Quality Plan, Management plan, Procurement Plan, Document control Plan, Safety Plans
Communication Plan and other required items. The PMP will be cross-referenced with
the specifications of the contract documents to ensure that no conflicts exist.
Deliverable: CM shall develop and deliver to the PMT appropriate copies of the pre-
construction draft PMP within 14 days of execution of this agreement. The CM shall
than then revise the PMP for the Construction Phase and develop and deliver a Quality
Plan within 30 days of Construction Amendment approval.
Task 1.3 - Project Accounting and Controls:
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. In particular, thorough documentation including progress
paynlents and Contract Amendments will be compiled to enable the AUD to successfully
pass audit by any agency.
Following the approval of the Construction Amendment, 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 paynlent 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.
Deliverable: CM will provide monthly invoices and Monthly Status Reports from
authorization to proceed through the time of submittal of the GMP. Once the
Construction Amendment is approved, the CM shall develop and maintain a Records
Tracking System and provide monthly billings for services performed and monthly
activity reports to the PMT and OWNER.
Attachment 1 Page 2 of 12
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
Task 1.4 - Project Information Web site
The CM shall develop a public information project web site during pre-construction and
following the approval of the Construction Amendment, CM shall routinely update this
project website. 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.
Deliverable: CM shall develop a Project Website for access by the general public. The
CM shall also present a responsibility and contact matrix. This Website will be updated
monthly following the approval of the Construction Amendment
Task 1.5 - Project Administration Website/Portal
Following the approval of the Construction Amendment CM shall develop, 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.
Deliverable: CM shall provide access to web-base Primavera Expedition for up to
seven (7) outside users. CM will set up and conduct one (1) orientation half day seminar
for outside users. The Web site will be updated as required following the approval of the
Construction Amendment
Task 2: Project Meetings
Task 2.1 - Conduct Kick-Off Meeting:
The CM shall schedule, prepare for and attend a Project kickoff meeting with PMT staff.
The CM and key members of the Project team shall attend the meeting.
Deliverable: CM shall create and distribute to the PMT a Meeting Agenda three (3) days
prior to the meeting outlining the focus areas of the meeting and will provide a Meeting
Summary within five (5) days after the meeting documenting discussions and agreed to
direction.
Task 2.2 - Monthly Progress Meetings
CM shall conduct monthly progress meetings with the PMT's staff throughout the pre-
construction services period. The CM shall update PMT staff on work in progress,
inform the PMT of problems or delays as they are encountered, and receive input from
Attachment 1 Page 3 of 12
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14,2007
PMT staff on a continuing basis throughout the course of work on the Project. The CM
and key members of the Project team, as appropriate for the work to be discussed, shall
attend the progress review meetings.
At each monthly meeting, the CM shall provide the PMT with a Monthly Project Status
Report. This Report shall include, but not necessarily be limited to, the following:
. Activities accomplished in the previous months;
. Deliverables submitted in the previous month;
. Planned actions for the next month;
. Issues encountered in the Project as well as proposed resolutions; and
. Updated Project schedule.
The CM shall prepare and submit a meeting summary for each progress review meeting
to the PMT within five (5) business days of the meeting. A total of up to four (4)
meetings have been budgeted.
Deliverable: For each monthly meeting, CM shall create and distribute to the PMT a
Meeting Agenda and Meeting Summary documenting discussions and agreed to
direction.
Task 3 Document Review Proposals
CM shall review and comment upon the Construction Documents that have been
developed by the ENGINEER. The scope of this review shall include reviewing the
documents for alignment with the existing Wark Packages and the existing Requests for
Proposal (RFP) prior to issuing P CM RFP's during the re-pricing effort.
CM acknowledges that at the time of the proposal ofGMP for the project, that CM shall
have fully reviewed AUD documents. Document review will include investigation of
potential for redundant costs that may have been inherent in the previous solicitation, the
elimination of redundant costs when discovered, and a focused effort to provide clarity to
the subcontractors re-pricing CM RFP's.
Subsequent to the bidding effort CM will engage with bidding subcontractors to identify
any potential opportunities relative to cost reductions by way of innovative means and
methods that may have developed as a result of clarity of scope during the re-pricing
process, or of that may have developed during the time since the original bids were
received and the re-pricing effort. These opportunities may include re-sequencing of the
work and establishing additional concurrent scope of work activities to support a
reduction of project duration. The sequencing of the work will include consideration of
plant operational requirements and regulatory compliance.
Attachment 1 Page 4 of 12
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
Within thirty (30) calendar days of signing this Agreement, the CM shall complete the
constructability review that will include both the CM and the subcontractor's assessment
and recommendations.
Deliverable: CM shall provide to the PMT within thirty (30) days of signing this
Agreement a report with the findings and recommendations produced during this
constructability review.
Task 4 Master Schedule Development
The construction schedule must reflect and fully support the James B. Messerly Water
Pollution Control Plant operations during construction. This project schedule will be
dictated by operational considerations. Detailed construction sequencing must be
understood and integrated into the construction planning.
Following the approval of the Construction Amendment, CM shall prepare a schedule of
values for each trade contractor and ensure that it is reasonable for the work involved
such that the PMT will have accurate cash flow forecasts and the CM will have regular
progress paynlents to meet expenses. The Schedule will be cost loaded by the CM to aid
in cash flow projections. Cost information shall be updated as information becomes
available as part of the development of the GMP. This schedule of values shall be
managed throughout the Construction Phase.
The CM shall prepare a Project schedule for presentation to the PMT. The schedule shall
be prepared using Primavera Project Schedule (P3e/c), and shall be updated monthly as
part of the Monthly Project Status Report. The Schedule shall include all major tasks as
well as major milestones for the remainder of Project design and construction.
The Schedule shall:
. Be developed using P3e/c in a format agreed upon by the PMT;
. Follow the WBS developed by the CM and reviewed by the PMT;
. Be fully linked in order to provide the critical path;
. Include in detail all efforts required by the CM to prepare the GMP including
review times and major milestones;
. Be maintained current; and
. Be base-lined at the establishment of the GMP and progress shall be compared to
that baseline.
As the work progresses during construction, the CM shall provide more details to all of
the phases of the Project Schedule. The Schedule shall include sufficient detail of any
approved design modifications and construction activities and identify and include all
significant efforts that are required to complete the Project on time as defined by the
baseline schedule.
Attachment 1 Page 5 of 12
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14,2007
The CM shall provide an electronic P3e/c file of the current schedule status with the
Monthly Status Reports. The CM shall keep the Project Schedule current and update it
weekly.
Deliverables: CM shall provide the following items related to this task:
. At the submittal of the GMP, Develop a critical path schedule for the Project in
P3e/c that is all inclusive of the Project from notice to proceed to completion of
construction.
Then, following the approval of the Construction Amendment, CM shall provide the
following:
. Monthly Critical Path Schedule Electronic Files;
. Monthly updated and status of critical path schedule files in P3. Continually
update schedule and status at least weekly;
. Critical Path Schedule logic Diagrams and Distribute to the PMT for review; and
. A comprehensive and detailed critical path schedule based on all of the
information obtained during the process of developing the GMP.
Task 5 Partnering
Upon approval of the Construction Amendment the CM shall present to the PMT 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. The GMP will include the cost associated with the preparation
and facilitating of the initial Partnering meeting. Consideration of additional partnering
sessions during the construction period will be determined during negotiations of the
GMP.
Deliverable: CM shall provide the services of a professional Partnering Facilitator and
Partnering sessions following the approval of the Construction Amendment. An
example of the planned Partnering process is shown as Attachment 4.
Task 6 Permitting
Upon approval of the Construction Amendment, the CM shall provide appropriate
support and documentation required for the PMT to complete the regulatory permit
applications for the Project. The PMT and the ENGINEER shall obtain the regulatory
permits. The CM shall attend up to five (5) 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 CM during the construction of the project unless specified
otherwise. Costs for permit fees will be included in the costs of the GMP and
Attachment 1 Page 6 of 12
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14,2007
memorialized in the Construction Amendment. If CM performs any Work without
obtaining, or contrary to, such permits or licenses, CM shall bear all costs arising there
from. CM shall pay all governmental charges and inspection fees necessary for the
prosecution of the Work.
Deliverable: CM shall procure building permits, attend up to 5 meetings.
Task 7 Preparation of Contract and Subcontract Documents
Task 7.1 Prepare Procurement Plan
The CM shall prepare an initial procurement plan including prequalification of existing
bidders to AUD to ensure relevant experience, financial stability and safety record
acceptability. The prequalification requirements and subcontracting strategy will be
submitted for review and acceptance by the PMT. This initial strategy, including its basis
and assumptions, will be reviewed and revised as appropriate to formulate a final
subcontracting strategy. The procurement requirements and procedures consistent with
the final subcontracting strategy will be incorporated to develop a project procurement
plan.
Deliverable: CM shall submit an initial procurement plan upon execution of this
agreement.
Task 7.2 - Prepare Contract Documents
The CM shall prepare contract documents for the Construction Management Agreement
(CMA) to be used as the form of agreement for the execution of the Project work. The
complete statement of work, specifications, and drawings will be consistent with the
existing bid packaged provided by AUD. As required by Augusta, CM will not alter the
SOW for the bid packages. However, CM will conduct a bidding process which will
include clarifications and answers to questions where needed.
The CM RFP for the various work packages will include the following:
. Instructions to Bidders,
. Bid and Award Schedule,
. Pro- forma subcontract, including
. Complete Statement of Work;
. Specifications;
. Drawings;
. Provisions;
. General Provisions;
. Payment Provisions;
. Special Provisions;
Attachment 1 Page 7 of 12
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
.
. Utilization of LMWBE Subcontracting Clause (applicable to all
subcontracts in excess of $500,000);
. Quality and Safety Requirements;
. Insurance requirements;
. Criteria for submittal of alternative bids;
. Representations and certifications;
. Procedures for submittal of questions
. Must be in writing and submitted to Augusta Procurement
. All Questions and Answers will be provided to all bidders invited to
submit
The RFPs and corresponding CMA will be submitted to and approved by the PMT prior
to the establishing of the GMP and commencement of the construction phase of the work.
Deliverable: CM will develop and distribute to the PMT as required, a Final
Construction Management Agreement.
Task 7.3 - Bid Packages
.
The CM shall develop the bid packages by utilizing the existing contract documents and
statement of work. The bidders will include the contractors who previously bid the
technical SOW for this project. The bidding procedures will be detailed in the
Procurement Plan. Some of the considerations for the bidding process will include the
following:
. Develop the bidding process and schedule for all procurements.
. Standardize items that may occur in several places within a work scope or across
the work scopes (including bid specifications, general requirements, etc)
. Use of internet for cost and time savings during procurement
. Insure total scope coverage without redundancy
Deliverable: CM shall submit for approval the twelve bid packages with the original
technical SOW which will be used to solicit pricing for the construction project.
.
Attachment 1 Page 8 of 12
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
. Task 8 Prebid Conferences
In coordination with Augusta Procurement Department and Augusta DBE office, the CM
shall arrange for and conduct up to two pre-bid conferences with prospective bidders;
using a standardized agenda, supplemented with project specific items that address
project administration claims avoidance, damages for delay, existing site conditions,
plant operational constraints, and other issues to ensure comprehensive and responsive
bids. The OWNER, PMT, and Design Engineer will be notified of the dates set for two
pre-bid conferences.
Deliverable: CM shall prepare Meeting Summaries documenting discussions and
responses to bidder's inquiries at the conferences and distribute these summaries to the
PMT.
Task 9 Bidding Services and Evaluations
The CM shall administer the bid and award process. Any inquiries will be appropriately
addressed and tracked to ensure all are responded to.
.
The evaluation and award of bids to contractors/service provides may include the
following:
. 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.
. 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.
. Discussions/Negotiations: Discussions and/or negotiations may be
required to clarify price, scope, approach, schedule, etc.
. Best & Final Offers (BAFOs) and Rebids: BAFOs 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 BAFOs/rebids.
.
Deliverable: CM shall develop a Bid Evaluation Report and recommendations for
award. CM shall distribute the report to the PMT for review.
Attachment 1 Page 9 of 12
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
Task 10 Develop GMP and Finalize CMA
Task 10.1 Summary of Construction Cost
Within 14 days of completion of the bidding and negotiating process for all the work
packages, the CM shall prepare a summary of project costs including all direct and
indirect costs for the CM during the Construction and shall submit to the PMT the GMP
along with all supporting forms for PMT's review and approval.
Deliverable: CM shall present summary of construction costs within 14 days of
completion of bidding and negotiating process.
Task 10.2 Risk Assessment and Analysis
CM will perform a detailed risk assessment and analysis that will include all aspects of
risks associated with the project. The risk assessment and analysis will be performed
utilizing a Monte Carlo or Crystal Ball application. The assessment will accomplish the
following activities:
I. Identify risks specific to construction, plant operations, environmental
considerations, process performance, OWNER Furnished Equipment,
ENGINEER's Errors & Omissions, Scope of Work gaps, and public interface
with the project;
2. Assign costs associated with each risk respective to schedule delays;
3. Assign costs associated with physical costs impacts;
4. Assign Risk Mitigation Strategy for each risk element;
5. Assign Pricing Strategy for each risk element;
6. Establish probability of occurrence for each risk element respective to "Best
Case", "Most Likely" and "Worst Case" scenarios;
7. Assign costs associated with each item identified in item # 7 above;
8. Assign schedule days associated with each item in Item # 7 above;
9. Establish basis of assumptions for each risk element identified during the risk
assessment and analysis process;
10. Have a workshop with PMT to review and attain comments regarding the risk
assessment to gain consensus for each element of the risk profile;
II. CM will provide a formal risk analysis to establish the hierarchy and sensitivity of
each risk element and establish a range of contingency funds recommended to
mitigate the project risk established in the risk profile; and
12. Have a workshop with the PMT to review the formal risk analysis and profile and
gain consensus on the final contingency funds to establish for the project.
Deliverable: CM shall initiate the formal risk assessment and analysis within thirty (30)
days of signing of this Agreement and will hold the first of two (2) workshops within
forty-five (45) days of the signing of the Agreement.
Task 10.3 Basis ofGMP
Attachment 1 Page 10 of 12
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
.
The CM shall include with the GMP proposal a written statement of its basis, which shall
include:
1. A list of the Drawings and Specifications, including all addenda thereto and the
Conditions of the Contract, which were used in preparation of the GMP
proposal;
2. A list of allowances and a statement of their basis;
3. A list of the clarifications and assumptions made by the CM in the preparation of
the GMP proposal to supplement the information contained in the Drawings and
Specifications;
4. The proposed GMP, including a statement of the estimated cost organized by
trade categories, allowances, contingency, and other items and the fee that
comprise the GMP;
5. The Date of Substantial Completion upon which the proposed GMP is based, and
a schedule of the Construction Documents issuance dates upon which the date of
Substantial Completion is based; and
6. The results of the Risk Assessment and Analysis utilized to establish project
contingency.
Deliverable: CM shall host a workshop with the OWNER and PMT and shall submit a
draft GMP.
. Task 10.4 GMP Review and Approval
The CM shall meet with the OWNER and PMT to review the GMP proposal and the
written statement of its basis. In the event that the OWNER or PMT discovers any
inconsistencies or inaccuracies in the information presented, they shall promptly notify
the CM, who shall make appropriate adjustments to the Guaranteed Maximum Price
proposal, its basis or both.
The GMP will be valid for a specified period of time. Should the OWNER not accept the
GMP proposal in writing on or before the date specified, the GMP proposal shall no
longer be valid without written acknowledgement from CM.
Prior to the OWNER's acceptance of the CM's GMP proposal and issuance of a Notice to
Proceed, the CM shall not incur any cost to be reimbursed as part of the cost of the work
included in the GMP, except as the OWNER may specifically authorize in writing.
Upon acceptance by the OWNER of the GMP proposal, the GMP and its basis shall be
set forth in the Construction Amendment to this Agreement The GMP shall be subject to
additions and deductions by changes to the work as provided in the Contract Documents;
the date of Substantial Completion shall likewise be subject to adjustment in accordance
with the Contract Documents.
.
Attachment 1 Page 11 of 12
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14,2007
The OWNER shall authorize and cause the ENGINEER to revise the Drawings and
Specifications to the extent necessary to reflect the agreed-upon assumptions and
clarifications contained in Construction Amendment. Such revised Drawings and
Specifications shall be furnished to the CM in accordance with schedules agreed to by the
OWNER, ENGINEER and CM. The CM shall promptly notify the PMT and OWNER if
such revised Drawings and Specifications are inconsistent with the agreed upon
assumptions and clarifications.
The GMP shall include in the Cost of the work only those taxes which are enacted at the
time the GMP is established.
Deliverable: CM shall develop a final GMP and an amendment to the Agreement shall
be executed in order to commence construction of the work.
Attachment 1 Page 12 of 12
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
ATTACHMENT 2
PRE-CONSTRUCTION PHASE
CM COST PROPOSAL
Task Description Total Task Cost
1 Project Manaaement $ 24,176.82
2 Project Meetinas $ 16,512.43
3 Document ReviewNE Proposals $ 56,145.27
4 Master Schedule Development $ 12,599.08
5 Partnerina $ 2,715.59
6 Permittinq $ 16,572.80
Preparation of Contract and Subcontract
7 Documents $ 53,028.41
8 Prebid Conferences $ 22,709.40
9 Biddina Services and Evaluations $ 84,596.35
10 Develop GMP and Finalize CMA $ 106,803.01
Total Pre-Construction Cost $ 395,859.16
Attachment 2 Page 1 of 1
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14,2007
ATTACHMENT 3
PRE-CONSTRUCTION PHASE
CM LIST OF KEY PERSONNEL AND ASSOCIATED RATE
SCHEDULE
Staff Title Rate
Robert L. Strickland Project Director $213.49
Teresa Crisp Client Service Manager I Civil
Engineer $122.77
Henry West Construction Manager $140.71
Dean Miller Project Controls $135.76
Joe Mixon Procurement/Contracts
Manager $147.72
Diana Clark Procurement/Contracts
Administrator $61.09
Srini Dasappa Technical Manager $174.94
Rod Hardeman Scheduling $154.12
Doris Tolbert Administrative Assistant $61.09
Attachment 3 Page 1 of 1
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14,2007
.
ATTACHMENT 4
P ARTNERING - PHASE I
GENERAL
The GMP for the Project includes funding to accomplish formal Partnering between the
stakeholders of the project to create a process and agreement that can produce the most
potential for a successful project. For the purposes of accomplishing Partnering for the
project, CM has engaged FMI Consultants.
The Partnering process it will be broken down into four (4) distinct Phases:
. Phase - I: Preparation/Commitment for Executive Level Workshop
. Phase - II: Project-Level Kickoff Workshop
. Phase - III: Follow-Up Sessions
. Phase - IV: Partnering Team Evaluations (Report Cards)
PROCESS
.
In order to initiate Phase - I of the Partnering process it will be necessary to identify the
senior managers of the parties involved in the Project. These senior Team members will
then be introduced to and involved with the following activities:
. Provide awareness/understanding of what the Partnering process entails
. Identification of key issues for each of the stakeholder companies
. Gain awareness for the process of issue resolution
. Define leadership roles for senior managers, as well as job-site Partnering
champions.
. Define any workshop agenda items not previously identified
. Solicit a common vision of what is to be accomplished by utilizing the Partnering
process on the project.
Once the senior Team members are identified, a FMI representative will interview each
individually for the purposes noted above. FMI will then conduct the Executive-Level
Alignment Workshop followed by the initial Project-Level Kickoff Workshop.
ACTIONS REQUIRED
The following are examples of Team members that will need to identify their
nominations to the Executive-Level Partnering Committee:
. Augusta Utility Department
Attachment 4 Page 1 of 2
.
.
.
Augusta CMAR Preconstruction Agreement: MESSERLY WPCP Feb 14, 2007
Augusta Procurement
Augusta DBE Department
MDG Engineering
CH2M HILL
Parsons
Major subcontractor(s)
Others as recommended
It will also be necessary to schedule dates for the Executive-Level Alignment Workshop
and the Project-Level Kickoff Workshop, once the Senior Team members have been
identified, agreed to, and interviewed.
Attachment 4 Page 2 of 2