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TETRA TECH CONSTRUCTION MANAGEMENT AT RISK SERVICES IN CONNECTION WITH PROJECT FT GORDON @RISK PHASE 11 PROJECT
Agreement for Ft. Gordon CM @Risk January 2011 Agreement Between OWNER and Construction Manager at Risk AGREEMENT Made this day of in the year of Two Thousand and Eleven BETWEEN The OWNER: Augusta, Georgia And the Construction Manager (hereinafter referred to as the "CM "): TETRA TECH, INC. For Construction Management at Risk Services pursuant to a Guaranteed Maximum Price in connection with the Project known as: FT. GORDON CM @ RISK PHASE II ("PROJECT ") As further described in Article 3: The OWNER and CM, in consideration of their mutual covenants herein, agree as set forth below: Agreement for Ft. Gordon CM @Risk December 2010 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 2 of 43 Agreement for Ft. Gordon CM @Risk December 2010 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 and Designer The OWNER has contracted separately with various ENGINEERS 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 CM to the ENGINEER In providing construction management services described in this Agreement, the CM shall endeavor to maintain a working relationship with the ENGINEER. 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 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 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 give the CM advanced notice of the change and will work with the CM to minimize the effect on the construction. 3 of 43 Agreement for Ft. Gordon CM @Risk January 2011 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. 4 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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 supersedes 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, environmental issues encountered by CM, 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 the OWNER 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. AUD— 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. 5 of 45 Agreement for Ft. Gordon CM @Risk January 2011 CM or CONSTRUCTION MANAGER — Construction Manager furnishing Construction Management At Risk Services, Tetra Tech, Inc. Change Order— A document recommended for approval by ENGINEER and then mutually agreed upon by CM and OWNER that authorize 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. Contingency: 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, other than a Change Order directed by the Owner, or a Change Order caused by an error or omission of Owner's Engineer. Contingency is defined in more detail in Article 10. Contract Documents: are approved final working drawings and all Drawings, Specifications, Plans, Technical Reports and Drawings of subsurface and physical conditions and specifications, 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 Agreement between Owner and CM, the General Conditions, Supplemental General Conditions the Cost Estimate used to develop the GMP; the GMP Presentation, November 2010;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: a) the Agreement; b) Supplemental General Conditions; c) General Conditions; d) the Cost Estimate; e) the Schedule. CONTRACTOR - Contractor when used in the General Conditions and Supplemental General Conditions is the Construction Manager (CM) and refers to Tetra Tech, 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. Day— Either a working day or calendar day as specified in the Agreement. 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 6 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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 OWNERS' inspection, referenced standard, test or approval required by the Contract Documents, or which has been damaged prior to the 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 of record on various projects, 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 OWNER that modifies Drawings and /or 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 Work (or a specified part thereof) 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 ") — GMP means the total sum of the Cost of Work plus the Fixed Fee, 7 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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. 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 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. Professional -The OWNERS Architectural /Engineering firm or individual or in -house licensed person designated to perform the design and /or resident engineer services for the various tasks in the Project. 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. 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, and the CM. Resident Project Representative — The authorized representative of OWNER 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 8 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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 OWNER 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. 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 OWNER 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 9 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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 may or 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 non - technical rather than strictly Work - related aspects of the Contract Documents. 10 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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 Agreement dated June 30, 2010, (also referred as Phase One) between the OWNER and the CM which is incorporated by reference solely to show the context and previous relationship of the Parties. 3.3 CONSTRUCTION PHASE 3.3.1 Project Management The CM shall designate and specifically identify a Manager (Project Director) 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. The CM shall be fully responsible for the performance of the Manager and staff, including subcontractors, for this Work. 3.3.1.1 Project Management Plan The CM will complete and implement the Project Management Plan (PMP) 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 Augusta's Local Small Business Opportunity Participation Plan CM shall implement the Local Small Business Opportunity Participation Plan the CM prepared for the project. The Local Small Business Opportunity plan shall be updated on an as- needed basis. 3.3.1.3 Pre - Construction Conference In coordination with the OWNER, the CM shall conduct a Pre - Construction Conference during which the CM shall review relevant sections of the PMP including: reporting procedures, site operations, safety, quality control procedures, and other contractual requirements. 3.3.1.4 Onsite Management 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 11 of 45 Agreement for Ft. Gordon CM @Risk January 2011 shall work with the OWNER 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 Bidding 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 /Negotiations: Discussions and /or negotiations may be required to clarify price, scope, approach, schedule, etc. d. Best & Final Offers ( BAFOs) and Rebids: BAFOs and rebids may be required if in the interest of the project, such as re- scoping to meet the budget. Discussions /negotiations may be used in place of BAFOs / rebids. 3.3.1.7 Proiect Site Meetings The CM shall conduct meetings at the Project site with each Subcontractor and PMT's staff as appropriate throughout the construction phase. The CM shall record, transcribe and distribute minutes (as examples): a. Pre - Construction & Mobilization b. Periodic Safety Meetings c. Project Management Team Meetings d. Construction Manager- Subcontractor Progress Meetings e. OWNER- Construction Manager- Subcontractor Coordination 12of45 Agreement for Ft. Gordon CM @Risk January 2011 f. Pay Application Review g. Pre - installation h. Start-up / Training Coordination i. Quality Review 3.3.1.8 Independent Testing and Inspection The CM shall provide technical inspection and testing. A copy of all inspection and test reports shall be provided to the OWNER at the end of the project in turnover documentation. A copy of failed tests shall be submitted to the Owner when received, and in accordance with the CM's Quality Control Plan. 3.3.1.9 Review of Requests for Changes to the Contract Time and Price The CM shall review the contents of a request for change to the construction contract time or price submitted by a Subcontractor, assemble information concerning the request and endeavor to determine the cause of the request. 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 OWNER for review. The OWNER will review submittal regarding the disposition of the request within five (5) working 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 QA/QC Manager for this project. The QA/QC Manager may also serve in other PROJECT roles.. The QA/QC Manager shall complete development of the draft site specific QA/QC plan (Quality Plan). The project QA/QC Manager shall be charged the responsibility of the Quality Control Plan's implementation and documentation of current QA/QC activities. An update on all QA/QC activities shall be presented in regular Status Reports. All work performed by the CM and their subcontractors shall be in accordance with the Quality Plan. QA/QC Manager shall coordinate all materials testing activities with an 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 include a minimum of the elements listed in the draft plan prepared by CM and submitted to the PMT. CM shall, as a part of the overall safety plan and if funding is provided from the GC contingency set up in the GMP, develop and implement a safety awards and recognition program. The program may include 13 of 45 Agreement for Ft. Gordon CM @Risk January 2011 periodic safety luncheons to recognize and award excellent safety performance as well as provide for incentives for safe work performance. 3.3.1.12 Partnering General Conditions contingency funds set up in the GMP may be allocated to complete development of and implement partnering concepts and conduct partnering sessions as described in the Preconstruction Services Phase I. 3.3.1.13 Permitting The CM shall provide technical support and documentation required for the OWNER and Engineer to complete the regulatory permit applications for the Project. The OWNER and the Engineer shall obtain the regulatory permits. The Construction Manager will attend up to five (5) meetings with OWNER and Engineer and other regulatory agencies at the federal, state and local levels as necessary and as requested by the OWNER. The CM will provide up to one hundred (100) hours of technical support for regulatory permit applications. As provided in Section 5.8, herein, the Owner shall use its best efforts to expedite the process to obtain such permits, and shall not charge any fees to the CM to obtain the permits. 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 Protect Office Facilities CM shall provide, install, and maintain office facilities for CM's staff as well as one AUD Resident Project Representative. CM shall maintain parking for AUD Staff, including Fort Gordon operations and maintenance staff. Access shall be provided by CM for all delivery required for Fort Gordon operations and maintenance. 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. 3.3.1.15 Progress Photos CM Shall provide project progress photos as described in the project specifications. CM shall photograph progress during construction activities and maintain in a well- organized electronic file. 14 of 45 Agreement for Ft. Gordon CM @Risk January 2011 Aerial Photographs shall be taken prior to construction, quarterly during construction, and at completion of construction of those areas of work performed above ground and noticeable in aerial photographs. Each time aerial photographs are taken, CM shall provide Owner with five 8 x 10 glossy aerial photographs depicting different aerial views of the project site, and one CD with electronic files of the photographs provided. All progress and aerial photos shall be maintained in an organized manner and electronic files shall be backed up routinely and remotely to sufficiently protect the data. Electronic files shall be in a format that can be opened by a standard and commonly used computer program. An organized copy of all project progress photos shall be turned over on CD's to AUD at the end of the project. 3.3.1.16 Operation and Maintenance Materials The CM shall receive from the Subcontractors and suppliers of provided equipment operation and maintenance manuals, warranties and guarantees for materials and equipment installed in the Project, in accordance with the Contract Documents. 3.3.1.17 Substantial Completion In consultation with the CM and ENGINEER, the OWNER shall determine when the Project is substantially complete. In consultation with the PMT, the OWNER and CM shall, prior to Certificate of Substantial Completion being issued, prepare a list of work ( "Punch List ") that does not conform to the Contract Documents. This list shall be attached to the Certificate of Substantial Completion. 3.3.1.18 Final Completion In consultation with the CM, the OWNER and ENGINEER 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 a condition precedent to payment of the Subcontractors. 3.3.1.19 Project Closeout CM shall complete development of and implement a project closeout plan for the project. The closeout plan shall include a minimum of the elements listed in management plan submitted to the PMT. 3.3.1.20 Record Drawings 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 OWNER can review as needed. A record of information provided to CM from Subcontractors shall be available for review by the Owner at any time and shall be up to date at the time of the monthly Application for Payment. 15 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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 incorporate the subcontractor schedules in the master schedule. The master schedule shall be developed and maintained as stated in the PMP. The Schedule data will aid in Cash Flow projections and project execution.. The CM shall prepare a Project schedule for presentation to the PMT. The schedule shall be prepared using Primavera scheduling software and shall be updated monthly, or more often if necessary, as determined by the CM. 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 Primavera's scheduling software, 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. Be updated and submitted to the OWNER monthly; e. Be base -lined at the establishment of the GMP and monthly 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. 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 periodic construction meeting(s) 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. The report shall indicate the actual progress compared to scheduled progress and shall be submitted to the OWNER with the monthly Pay Application. The CM shall determine and implement alternative courses of action that may be necessary to achieve contract compliance. Alternative action plan will be submitted if actual progress lags more than twenty one (21) days from scheduled progress. 16 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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 The CM shall require the Subcontractors to prepare and submit a recovery schedule agreeable to PMT, if progress lags more than twenty one (21) days from the baseline schedule. Subcontractor shall be required to provide a detailed written explanation of how recovery is to be attained. 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 in accordance with generally accepted accounting standards. 3.3.3.1 Critical Path Method 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 Critical Path Method schedule system that supports the schedule of values pay items, in support of payment applications. Through the master schedule and cost accounting system a forecast cost at completion can be determined at any point in the project. 3.3.3.2 Monthly Report The CM will submit monthly financial information detailing the status of Project costs for subcontracts, purchase orders, general condition, fees, contingency usage and allowances spent. This information 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 of the construction activities and shall support the project Critical Path Method Schedule. 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 Change Order Control The CM shall establish and implement a change order control system. a. All proposed OWNER initiated change orders shall first be described in detail in writing by the OWNER to the CM in a request for proposal to the CM, accompanied by technical 17 of 45 Agreement for Ft. Gordon CM @Risk January 2011 drawings and specifications prepared by the ENGINEER. In response to the request for a proposal, the CM shall submit to the 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 the effect, if 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 have 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 OWNER a copy of each change request, and the CM shall, in its evaluations of the Subcontractor's request, consider the OWNERS 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. 3.3.3.5 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, 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. 3.3.3.6 Progress Payments In consultation with the OWNER, the CM shall review the payment applications submitted by each Subcontractor and determine whether the amount requested reflects the progress of the Subcontractor's Work. The CM shall make appropriate adjustments to each payment application and shall prepare and forward to the OWNER 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. With each progress payment, CM shall also submit the Local Small Business Opportunity Utilization Report. 18 of 45 Agreement for Ft. Gordon CM @Risk January 2011 3.3.4 Management Information System (MIS) The CM will provide Project Tracking using various management information systems. 3.3.4.1 Project Administration and Document Tracking CM shall provide and maintain Primavera Expedition, a contract administration centralized software applications portal, as the project administration and document tracking application. This application shall be utilized for the duration of the project to track submittals, RFIs, and all other project correspondence. The portal will be accessible utilizing the internet. 3.3.4.2 Schedule Maintenance Reports The CM shall prepare and distribute schedule reports during the Construction Phase. The reports shall compare the actual construction dates to scheduled construction dates of each separate construction project and to the Master Schedule for the Project. These reports will be submitted to the OWNER monthly. 3.3.4.3 Project 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 scheduled Project and Construction cost. The Local Small Business Opportunity participation will be clearly defined in a format acceptable to the OWNER. The reports will be submitted to the OWNER each month. 3.3.4.4 Project and Construction Budget 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 monthly during the Construction Phase. 3.3.4.6 Progress Payment Applications The CM shall prepare and distribute progress payment applications for the Work (or a specificed part thereof). The application shall state the total construction contract price, payment to date, current payment requested, retainage, and actual amounts owed this period. Retainage will not be held on any pay application. In the event retainage becomes necessary for any statutory or regulatory requirement, the work tasks (ICU Tasks) being financed by the CM will be credited to any retainage requirement. CM will submit payment applications for ICU Work when specified part of Work is completed. Each payment application shall include a certificate of payment that shall be signed by the CM and delivered to the OWNER. 3.3.4.7 Change 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, and the cost established in the change order. The percent of 19 of 45 Agreement for Ft. Gordon CM @Risk January 2011 completion of the change order work shall be reflected in the pay application. The report shall also include similar information for potential change orders of which the CM may be aware. 3.3.4.8 Contractor's Safety Program 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 monthly detailing any accidents, near misses, and general statistics. If the OWNER provides funding from the GC contingencies the CM will 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 complete development of and implement a site specific Communication Plan for the project. The Communication Plan shall include a minimum of the elements listed in the draft plan prepared by CM and submitted to the AUD under the Preconstruction Services Contract. CM shall implement the Communication Plan prepared by CM. Plan shall include in general not less than: a. Construction Signs as necessary for each project b. Development and distribution of notices /door hangers for disturbances of service c. Monthly written updates to government officials and PMT d. Updates to the customer service script e. Hosting of a Groundbreaking event f. Hosting of a dedication ceremony at the project's end g. Up to four presentations to community groups h. Ongoing responses to citizens regarding comments /complaints received via emails and telephone calls 3.3.5.2 Project Information Website CM shall maintain and update a public information website. This site will be made available to the general public and will display information regarding the projects such as contact telephone information for emergencies, general schedule information, progress updates, notices of traffic and road closures, disturbances of service and other information that may be of general interest. 3.3.5.3 Local Small Business Opportunity Participation Plan CM shall complete development of and implement the Local Small Business Opportunity Participation Plan developed during the Preconstruction Services phase of the project. The Local Small Business Opportunity Participation Plan shall include a minimum of the elements listed in the draft plan prepared by CM and submitted to the AUD. The CM has established a program with the goal of obtaining 35% LSB participation including equipment and material 20 of 45 Agreement for Ft. Gordon CM @Risk January 2011 purchases. 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 the transmittal of such record documents to the OWNER, however, OWNER recognizes that ENGINEER has no contractual relationship to the CM. 3.4.1.2 Organize 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 Startup 3.4.2.1 Detailed Equipment, Systems, and Overall Startup Plan CM shall develop for PMT review and prepare a detailed equipment, systems, and overall startup plan as necessary for various projects. The plan shall include a startup tracking log that will monitor the status of any 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 completion of the Work (or a specified part thereof). 3.4.3 Cost Management 3.4.3.1 Change 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 Commissioning The CM shall prepare and distribute reports associated with the Start-up and Commissioning of any equipment. CM shall also turn over to the OWNER 21 of 45 Agreement for Ft. Gordon CM @Risk January 2011 all software and associated licenses purchased by Project funds that remain an asset. 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 Preconstruction 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. 22 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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. 23 of 45 Agreement for Ft. Gordon CM @Risk January 2011 ARTICLE 5 OWNER'S RESPONSIBILITIES 5.1 The OWNER shall provide to the CM complete information regarding the OWNER's requirements for the Project. 5.2 The OWNER and ENGINEER shall examine information submitted by the CM and shall render decisions thereto promptly. 5.3 If the OWNER or ENGINEER observes or otherwise becomes aware of any fault or defect in the Project or nonconformity with the Contract Documents, the OWNER shall give prompt written notice thereof to the CM. 5.4 The OWNER and ENGINEER shall furnish required information and approvals and perform their responsibilities and activities in a reasonably 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, and regulatory permits required for the Project construction. The CM shall secure, submit and pay for the Building Permit and any other necessary construction permits. 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. 5.9 The OWNER shall furnish evidence reasonably 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 24 of 45 Agreement for Ft. Gordon CM @Risk January 2011 the OWNER and in such event, the CM shall be compensated in the manner provided in Article 8. 5.10 The OWNER, its representatives and consultants, including ENGINEERs, shall communicate with the CM through the OWNERS REPRESENTATIVE. The OWNER will only communicate 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 timely 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 OWNER. 25 of 45 Agreement for Ft. Gordon CM @Risk January 2011 ARTICLE 6 COMPENSATION FOR CM 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 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. The OWNER has reviewed all Subcontracts as opresented in the GMP. 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 has been correlated to the specific design drawings and specifications in existence at the time the Guaranteed Maximum Price was prepared. The assumptions used in the preparation of the Guaranteed Maximum Price were 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 was established. Any increase or decrease in taxes that affect the Guaranteed Maximum Price that are enacted after the Guaranteed Maximum Price was submitted on December 7, 2010 shall be incorporated into that price by change order. The OWNER may, however, request use of Contingency, but such use must be approved by CM. 6.1.4 OWNER Changes in Scope 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 increases will be incorporated into that price by change order. 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. Cost reductions will be added to Allowances. 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 26 of 45 Agreement for Ft. Gordon CM @Risk January 2011 Subcontractors, suppliers and equipment leasers; 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, independent consultants, vendors, and sub consultants. 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, after netting CMs cost of selling the materials, as a deduction from the Costs of the Work. 27 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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 costs 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 construction workers, supervisory or administrative personnel, provided by Construction Manager at the Project site necessary in the performance of the Work. Cost of site security and emergency services. e. Cost of removal and proper disposal of debris from the Project site and cost for maintenance of common roadways, storage areas and idle portions of the Project site, including services of a site maintenance contractor. Cost of all on -site and off -site vehicles for Construction Manager's supervisory personnel, including fuel and maintenance. f. Costs of telegrams, long distance telephone calls, postage and parcel delivery charges, high speed internet service, websites and telephone service at the Project site and reasonable petty cash expenses of the Project site office. g. That portion of the reasonable travel and subsistence expenses of Construction Manager's personnel, assigned to the Project site, incurred while traveling outside of Augusta, Georgia in discharge of duties connected with the Work, provided all of such expenses and charges shall be subject to the prior written approval of OWNER. h. Relocation costs for staff to be relocated from out of state to the Project as agreed upon and set forth in Tetra Techs General Conditions Cost, which is attached as Exhibit D i. Per Diem expenses or Living Allowances for staff assigned to the Project as agreed upon and set forth in Tetra Techs General Conditions Cost, which is attached as Exhibit D. 6.2.5 Miscellaneous Costs a. Any insurance premium allocations or self insurance costs including deductibles for claims 28 of 45 Agreement for Ft. Gordon CM @Risk January 2011 that were beyond the reasonable control of CM. The insurance to be acquired and bonds required by the Agreement or the performance of the Work is set forth in Exhibit C. b. Sales, use or similar taxes imposed by a governmental authority which are related to the Work and for which Construction Manager is liable. c. Fees and assessments for the building permit and for other permits, licenses and inspections for which the CM is required by the Contract Documents to pay. d. Fees of testing laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded pursuant to the terms of this Contract. e. Royalties and license fees paid for the use of a particular design, process or product used in construction of the Project. f. Deposits lost for causes other than Construction Manager's fault or negligence. g. Costs reasonably incurred in repairing or correcting damage or nonconforming Work executed by Construction Manager, or its subcontractors or suppliers, provided that such damage or nonconforming Work was beyond the reasonable control of Construction Manager and not caused by (i) the 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, superintendents or other supervisory, administrative or managerial personnel, or (iii) the failure of Construction Manager's personnel to supervise adequately those portions of the Work to be performed by Construction Manager's subcontractors or suppliers, and only to the extent not recoverable by Construction Manager from (i) insurance or bonds, (ii) any of the subcontractors or suppliers, or (iii) some other appropriate source. 6.2.6 Other Costs Other costs incurred in performance of the Work if and to the extent approved in advance in writing by OWNER. 6.2.7 Contingency and Allowance The amount set aside in the GMP Proposal for CM's Contingency and the OWNER's Allowance. 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 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 29of45 Agreement for Ft. Gordon CM @Risk January 2011 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. 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. 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 CM'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 30 of 45 Agreement for Ft. Gordon CM @Risk January 2011 The CM shall be compensated for performing services as described in Article 3 as shown In Exhibit "B" attached hereto. 6.6.2 Construction Manager's Accounting 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 at mutually convenient times for a period of five (5) years after completion of the CM's Basic Services. 6.6.3 Payments CM shall submit to OWNER on a mutually agreed to set monthly date of each month 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 are resolved. Payments to the CM shall be made monthly, not later than thirty (30) days after presentation of the CM's invoice to the 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. Payments for ICU Work: ICU work will be submitted for payment upon completion of the work. Any payments for ICU work received more than sixty (60) days after completion of the specified Work will incur additional interest at a rate of 6% per annum. e. Final Payment: CM shall submit Final Application for specified parts of Work 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 for the specified part of the Work 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 for that specified part of the Work. f. The OWNER shall be exempt from Georgia's Prompt Payment Act. 31 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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. 32 of 45 Agreement for Ft. Gordon CM @Risk January 2011 ARTICLE 7 INSURANCE AND MUTUAL INDEMNITY 7.1 CM's Liability Insurance 7.1.1 The CM shall provide 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 Project Component. 7.2 Builders' Risk Insurance CM shall provide 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, 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, 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, and suppliers 7.3.3 The CM hereby indemnifies and holds harmless the OWNER 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 CM is liable that arise out of or result from breach of this Agreement or negligent acts or omissions of the CM, its employees, agents, representatives, and independent contractors 7.3.4 The CM shall indemnify and hold harmless OWNER, PROFESSIONAL, and its employees and agents from and against all liabilities, claims, suits, demands, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from the 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, 33 of 45 Agreement for Ft. Gordon CM @Risk January 2011 or injury to or destruction of tangible property, including the loss of use resulting therefrom and (b) is caused in whole or in part by an act or omission of CONTRACTOR, any Subcontractor any agent or any person or organization directly or indirectly employed by any CONTRACTOR or Subcontractor, or anyone for whose acts any CONTRACTOR or Subcontractor may be liable 7.3.5 The CM shall cause the Subcontractors to indemnify and hold harmless the OWNER, CM, 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, 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. 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 government. 8.1.3 Notwithstanding anything to the contrary elsewhere in this Agreement or Contract, the OWNER may terminate the Contract for Default if the 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 If CM otherwise violates in any substantial way any provisions of the Contract Documents, OWNER may, after giving CM (and the surety, if there be one) thirty (30) days' written notice giving the CM 34 of 45 Agreement for Ft. Gordon CM @Risk January 2011 the right to cure such default, and if CM fails to begins to cure within such time and to the extent permitted by Laws and Regulations, terminate the services of CM exclude CM 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 CM but which are stored elsewhere, and finish the Work as OWNER may deem expedient. In such case CM 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, indirect and consequential 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 CM. If such costs exceed such unpaid balance, CM 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. 8.1.5 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. 8.1.61n 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. 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 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 OWNER 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. 35 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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 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, the CM 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. 36of45 Agreement for Ft. Gordon CM @Risk January 2011 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, 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 in this Agreement without the written consent of the other, except that the CM may assign accounts receivable to a commercial bank for securing loans without approval of the OWNER. 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 Governing Law; -All claims, disputes and other matters in question between OWNER and CM 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. CM 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. 9.3.2 Extent of Agreement 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 CM. 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 Severability 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. 37of45 Agreement for Ft. Gordon CM @Risk January 2011 9.3.4 Meaning 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. 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 Utilities Attn: Clifford A. Goins 360 Bay Street, Suite 180 Augusta, GA 30901 To the CM: Notices to the CM shall be sent to the following address: Tetra Tech, Inc. Attn: Michael R. Rothberg and Mitch Freeman 360 Bay Street, Suite 435 Augusta, GA 30901 38 of 45 Agreement for Ft. Gordon CM @Risk January 2011 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 Project Contingency 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 changes 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 such use must be approved by CM and if approved and Contingency is used it will be subject to the provisions of Article 6.6.4. 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 five (5) working days of receipt of CM's notice. The OWNER shall not unreasonably withhold approval. If the OWNER shall deny the use of CONTINGENCY, such denial shall be provided in writing with specific reasons for the denial. The CM may appeal the denial to the Director of Utilities who will meet within five (5) working days with the CM's Principal in Charge to attempt to mediate the issue and reach agreement. If this does not result in agreement, CM has the option of initiating the Dispute Resolution process outlined in the General Conditions. 39 of 45 Agreement for Ft. Gordon CM @Risk January 2011 c. Any Contingency costs the CM incurs after the Contingency is exhausted, unless provided otherwise under this Agreement shall be non - reimbursable. d. 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 excluding General Conditions and CM Fixed Fee. 10.1.5 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 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 work. 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 main office overhead of 2.5% and fee percentage (5.5 %) 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. • 40 of 45 Agreement for Ft. Gordon CM @Risk January 2011 Article 11 Additional Conditions 11.1 Ongoing Operations The GMP has been developed with full consideration of all requirements to allow the OWNER to maintain the existing Ft. Gordon Operations and Maintenance Division 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 operations under normal operating conditions, to the extent practicable allowing for any necessary construction connections required for the work. 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 To the fullest extent permitted by Laws and Regulations, CONTRACTOR shall indemnify and hold harmless OWNER 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 PROFESSIONALs, architects, attorneys and other PROFESSIONALs and court and arbitration costs) arising out of or resulting from the 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) including the loss of use resulting therefrom and(b) is caused in whole or in part 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. or anyone for whose acts any of them may be liable. 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 Majeure, Defective Work, Cost Overruns, Indemnification and Delays as follows: 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 41 of 45 Agreement for Ft. Gordon CM @Risk January 2011 Construction Acceleration claims) to five million dollars ($5,000,000.) However Workers' Compensation claims are excluded from this Limitation of Liability. The limitations of section 11.3 shall apply regardless of the cause of action or legal theory pled or asserted (other than Workers' Compensation) and OWNER hereby irrevocably waives and releases CM and its affiliated companies, directors, officers, employees, agents, and representatives from all liability in excess thereof. Nothing in this limitation of liability shall be interpreted to be a waiver of any governmental defenses, included but not limited to sovereign immunity and qualified immunity, Except as provided in paragraph 11.4 (Liquidated Damages), neither party shall be responsible or held liable for any indirect, incidental, special, or consequential damages, of any nature whatsoever, including without limitation, liability for loss of use of property, loss of profits, or other revenue, interest, loss of product, increased expenses or business interruption, however the same may be caused, whether in contract, tort, strict liability or warranty 11.4 LIQUIDATED DAMAGES Time is an essential condition of the Agreement, Should CM fail to perform the Work within the period of time stipulated below CM shall pay to Owner, as liquidated damages and not as a penalty, the amounts set forth below unless extensions of time are granted by Owner. CM understands and agrees that delay in completion of the project will cause Owner to suffer losses and damages which cannot be measured, including without limitation the Toss of revenues for services, loss of other revenue incidental to the operation of facilities, additional engineering, legal, accounting and administrative costs, reduced public confidence and adverse public relations which would reduce future revenues, and additional interest and financing costs and charges if the Work is not completed within the times specified below, plus any extensions thereof allowed in accordance with this Agreement. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring proof of such losses and damages, Owner and CM agree that as liquidated damages for delay (but not as a penalty), CM shall pay Owner as shown below for each day that expires after the time specified until the Work is substantially complete. After Substantial Completion, if CM shall neglect, refuse, or fail to complete the remaining Work within the time specified in the table below or any proper extension thereof granted by Owner, Owner and CM agree that as liquidated damages for delay (but not as a penalty) CM shall pay Owner as specified below for each day that expires after the time for final completion and readiness for final payment until the Work is finally complete and ready for final payment The aggregate liability of CM to pay Liquidated Damages pursuant to this section shall not exceed an amount equal to five percent (5 %) of the Contract Price. This Section shall not be construed to limit CM's other obligations or liabilities arising under or in connection with this Contract In the event that this section conflicts with any other provisions regarding liquidated damages within the Contract Documents, this section shall control. For milestone MSA -001 Substantial Completion N/A For milestone MSA -001 Final Completion 7/29/11 and $3000.00 per day 42 of 45 Agreement for Ft. Gordon CM @Risk January 2011 For The Project: Substantial Completion 8/15/12 and $1500.00 per day For The Project: Final Completion 9/30/12 and $1500.00 per day 43 of 45 Agreement for Ft. Gordon CM @Risk January 2011 11.5 Pre - existing Conditions Notwithstanding anything to the contrary elsewhere in this Agreement or Contract, if subsurface or otherwise concealed physical conditions including but not limited to underground facilities are uncovered or revealed at or contiguous to the Project Site which was not shown or indicated, or not shown or indicated in the Contract documents, any delay and increased cost caused by such unknown Pre - Existing Conditions shall not be the responsibility of the CM. Where such conditions are found to exist, the OWNER shall make an equitable adjustment to be charged to Contingency and if necessary a revision of schedule. Subsurface or otherwise concealed physical conditions must be unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents. 11.6 Order of Precedence The order of precedence of the Contract Documents shall be as follows: a) the Agreement; b)Supplemental General Conditions; c) General Conditions; d) the Cost Estimate; e) the Schedule. 11.7 Exhibits The following Exhibits attached to this Agreement are hereby incorporated by reference and made part of this Agreement: Exhibit A General Conditions and Supplemental General Conditions Exhibit B Compensation Schedule and GMP Cost Summary and Labor Rates for Additional Services Exhibit C Insurance & Bond Coverage Exhibit D GMP Proposal Documents 44 of 45 Agreement for Ft. Gordon CM @Risk January 2011 IN WITNESS WHEREOF, Augusta and CM have executed this Agreement as of the date first above written. AUGUSTA, GEORGIA OWNER ATTEST: SEAL ,, , -, - ' �,_ - f David S. haver B " ° �/ r lA ir ■ —i p Le a re,: rtne I 1 o 1 Mayor Clerk o 9t4 tom *ion Date: 2— / (it (r f 6 ' o � r e,� ,' ) Date: � � c ,$ 149 0 � i, 00 00.,.. ern 0S APPROVED AS TO FORM: DEPARTMENT`, By: a km4f By: " t7 . W c.4.Nr Andrew G. MacKenzie Tom Wiedmeier, PE General Counsel Director, Augusta Utilities Department Date: 3/ 1 ( 4/( Date: /) 1 � t { 1 ll CM: Please fill in the spaces and sign in the box appropriate for your business entity. Tetra Tech, Inc. a Delaware Corporation CONSTRUCTION MANAGER ATTEST: SEAL i By: A By: ' 4 > � , -� Name: A si rf �r<t, c c , ti ; Name: M+ i {.� U toU Title: `- - l; , t rA Title: i'iir;, i Miter 11 Dat Date: ,g f )) " 2/21 i 1 III 45 of 45 In AUD - Fort Gordon CMAR Various Projects r , Agreement Exhibits V 1A Exhibit A — General Conditions and Supplemental General Conditions Exhibit A Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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. Agreement -The written agreement between OWNER and CONTRACTOR covering the Work to be performed; other Contract Documents are attached to the Agreement and made a part thereof as provided therein. Application for Payment -The form accepted by PROFESSIONAL which is to be used by CONTRACTOR in requesting progress or final payments and which is to include such supporting documentation as is required by the Contract Documents. 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 CONTRACTOR and its Surety in accordance with the Contract Documents. Change Order -- A document recommended by PROFESSIONAL, which is signed by CONTRACTOR and OWNER, and authorizes an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Agreement. Contract Documents -The Agreement: Addenda (which pertain to the Contract Documents); CONTRACTOR's Bid (including documentation accompanying the Bid and any post -Bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the Agreement; the Bonds; these General Conditions; the Supplementary Conditions; the Plans, Specifications and the Drawings as the same are more specifically identified in the Agreement; Certificates of Insurance; Notice of Award; and Change Order duly delivered after execution of Contract together with all amendments, modifications and supplements issued pursuant to paragraphs 3.3 and 3.5 or after the Effective Date of the Agreement. Contract Price -The moneys payable by OWNER to CONTRACTOR under the Contract Documents as stated in the Agreement (subject to the provisions of paragraph 11.9.1 in the case of Unit Price Work). Contract Time -The number of days (computed as provided in paragraph 17.2.1) or the date stated in the Agreement for the completion of the Work. CONTRACTOR -The person, firm or corporation with whom OWNER has entered into the Agreement, and who shall be responsible for the completion of the work. COUNTY -The consolidated government of Augusta, Georgia, a political subdivision of the State of Georgia. 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 GC - Page 1 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications: Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 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 damaged prior to PROFESSIONAL's recommendation of final payment, unless responsibility for the protection thereof has been assumed by OWNER at Substantial Completion (in accordance with paragraph 14.8 or 14.10). Drawings -The drawings 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 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. 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 Regulations -Laws, rules, regulations, ordinances, codes and /or orders. 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. Notice to Proceed -A written notice given by OWNER to CONTRACTOR (with a copy to PROFESSIONAL) fixing the date on which the Contract Time will commence to run and on which CONTRACTOR shall start to perform CONTRACTOR'S obligations under the Contract Documents. OWNER- Augusta, Georgia, a political subdivision of the state of 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. 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. Project -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. Project 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. GC - Page 2 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 Resident Project Representative -The authorized representative of the OWNER who is assigned to the site or any part thereof. Shop Drawings -AII 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 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 contractual relationship 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 Change Directive -A written directive to CONTRACTOR, issued 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 paragraph 4.2 or 4.3 or to emergencies under paragraph 6.22. A Work Change Directive may not change the Contract Price or the Contract Time but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, GC -3 Page 3 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications; Augusta CMAR Agreement Ft Gordon Revision Date January 2011 if any, on the Contract Price or Contract Time as provided in Article 10. Written Amendment -A written amendment of the Contract Documents, signed by OWNER and CONTRACTOR on or after the Effective Date of the Agreement and normally dealing with the non - engineering or non - technical rather than strictly Work- related aspects of the Contract Documents. GC -4 Page 4 of 56 When shaded, see StJPPLEMEr4TAL GENERAL CONDITIONS for modifications: Augusta CMAR Agreement Ft Gordon Revision Date January 2011 ARTICLE 2- PRELIMINARY 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 (10) 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 GC - Page 5 of 56 When shaded, see SUPPLEMENTAL. GENERAL CONDITIONS for Augusta CMAR Agreement Ft Gordon Revision Date January 2011 appropriate amount of overhead and profit applicable to each item of Work which will be confirmed in writing by CONTRACTOR at 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 (10) 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 to 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 thereof. 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. GC - Page 6 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications: Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 or 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 paragraphs 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, or to 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 paragraph 6.7, CONTRACTOR shall immediately 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: GC - Page 7 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for mod cations, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 3.6.1. a formal Written Amendment, 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 OWNERSHIP 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; nor shall any CONTRACTOR, Subcontractor, Supplier other person or organization 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. GC -8 Page 8 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 ARTICLE 4- AVAILABILITY 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 Facilities) that have 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. 4.2.3. If conditions are encountered, excluding 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) 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, 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. 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 GC - Page 9 of 56 When shaded see SUPPLEMENTAL GENERAL CONOITiONS for modifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 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 Facil- ities 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 the Owner of that Facility, to OWNER and PROFESSIONAL. PROFESSIONAL shall promptly review the Underground Facility to determine the extent, if any, 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 GC -10 Page 10 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for Augusta CMAR Agreement Ft Gordon Revision Date January 2011 necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points by professionally qualified personnel. 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 and /or has a contractual relationship. 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 paragraph 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 Times 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. GC - Page 11 of 56 When shaded; see SUPPLEMENTAL GENERAL CONDITIONS for modifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 ARTICLE 5 -BONDS AND INSURANCE Performance and Other Bonds: 5.1. CONTRACTOR shall furnish performance and payment Bonds, each in an amount at least equal to the Contract Price as Security for the faithful performance and payment of all CONTRACTOR'S obligations under the Contract Documents. These Bonds shall remain in effect at least until one year after the 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 Supplementary Conditions. All Bonds shall be in the forms prescribed by Law or Regulation or by ;th Contract Documents and be executed by such sureties as are named in the current list of "Companies Molding 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 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. 5.2.2. CONTRACTOR shall deliver to OWNER, with copies to each additional insured identified in paragraph 5.3, an original or a certified copy of the complete insurance policy for each policy required, 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 paragraph 5.3. 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 (5) days thereafter substitute another Bond and Surety, both of which must be acceptable to OWNER. CONTRACTOR's Liability Insurance: 5.3. CONTRACTOR shall purchase and maintain such comprehensive general liability and other insurance as is appropriate for the Work being performed and furnished, such insurance shall - provide indemnification to OWNER and protection from claims set forth below which may arise out of or result from CONTRACTOR's 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 any agent or any person or organizationdirectly or indirectly employed by any CONTRACTOR or Subcontractor to perform or furnish any of the Work, or by anyone for whose acts any CONTRACTOR or Subcontractor may be liable: 5.3.1. Claims under workers' or workmen's compensation, disability benefits and other similar employee benefit acts; GC - Page 12 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 5.3.2. Claims for damages because of bodily injury, occupational sickness or disease, or death of CONTRACTOR's employees; 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 destruction 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. The insurance required by this paragraph 5.3 shall include the specific "coverage's and be written for not less than the limits of liability and coverage's provided in the Supplementary Conditions, of 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 (30) days prior written notice has been given to OWNER," by certified mail. All such insurance shall" remain. in e f f e c t Until final 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 (2) years after, final payment and furnish OWNER With evidence of continuation of such insurance at final payment and one year, thereafter. 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 GC - Page 13 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications: Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 1 Regulations). This insurance shall insure against the perils of fire and extended coverage 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 additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations 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 (30) 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 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, 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, PROF - ESSIONAL'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 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: GC - Page 14 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITION for modifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 5.12. Any insured Toss under the policies of insurance required by paragraphs 5.6 and 5.7 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. Receipt and Application of Insurance Proceeds 5.13. 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 (15) days after the occurrence of loss 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. 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 CON- TRACTOR in writing thereof within ten (10) 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 (10) 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. 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 necessitated 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 occupancy. Indemnification 5.16.1 CONTRACTOR shall indemnify and hold harmless OWNER and its employees and agents from and against all liab claims, suits, demands, damages, 'losses, and expenses, including attorneys' fees, arising out of or resulting from the performance of its Work, provided that any such GC -15 Page 15 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS formodrficalfona, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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, including the loss of use resulting therefrom and (b) is caused in whole or in part by an act or omission of CONTRACTOR, any Subcontractor, any agent or any person or organization directly or indirectly employed by any CONTRACTOR or Subcontractor, or anyone for whose acts any CONTRACTOR or Subcontractor may be liable, whether or not it is caused in whole or in part by the negligence or other fault of a party indemnified hereunder. 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 CONTRACTOR or Subcontractor, or anyone for whose acts any CONTRACTOR or Subcontractor 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. 5.16.3. CONTRACTOR shall indemnify and hold harmless OWNER and its agents 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. GC - Page 16 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for mod catio6s: Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 lay out 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 shall 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 with any provisions of the General Requirements applicable thereto. GC - Page 17 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 PROF- ESSIONAL 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 General 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: GC - Page 18 of 56 When shaded see SUPPLEMENTAL GENERAL. CONDITIONS for mddificaflotis: Augusta CMAR Agreement Ft Gordon Revision Date January 2011 6.8.1. CONTRACTOR shall not employ any Subcontractor, Supplier or other person or organization (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 furnish 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 pay or 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 written 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 GC - 19 Page 19 of 56 When shaded see, SUPPLEMENTAL GENERAL CONDITIONS for modifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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. Permits: 6.13. 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. 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 shall promptly 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: 6.16. CONTRACTOR shall confine 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 Regulations, rights -of -way, permits and easements. CONTRACTOR shall not unreasonably encumber the premises with construction equipment or other materials or equipment. Any 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 directly, indirectly or consequentially out of any action, legal or equitable, brought by any such other party against OWNER to the extent based on a claim arising out of CONTRACTOR's performance of the Work. GC - Page 20 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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, 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. GC - Page 21 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 CONTRACTOR). 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. GC - Page 22 of 56 When shaded see SUPPLEMENTAL GENERAL, CONDITIONS for,rnodifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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. GC -23 Page 23 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications; Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 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 GC - Page 24 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 designated for alteration by the Contract Documents. Indemnification: 6.32. To the fullest extent permitted by Laws and Regulations, CONTRACTOR shall indemnify and hold harmless OWNER and PROFESSIONAL and their consultants, agents and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including but not limited to fees and charges of PROFESSIONALs, architects, attorneys and other PROFESSIONALs and court and arbitration costs) arising out of or resulting from the 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) including the loss of use resulting therefrom and (b) is caused in whole or impart by any negligent act or omission of CONTRACTOR, any Subcontractor, any person or organization directly or indirectly employed by any CONTRACTOR or Subcontractor to perform or furnish any of the Work or any agent or any person or organization for whose acts any CONTRACTOR or Subcontractor may be liable, regardless of whether or not it is caused in part . by a party indemnified hereunder or arises by or is imposed by Law and Regulations regardless of the negligence of any such party. 6.33. In any and all claims against OWNER 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 CONTRACTOR or Subcontractor 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. GC -25 Page 25 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications; Augusta CMAR Agreement Ft Gordon Revision Date January 2011 ARTICLE 7-- -OTHER WORK Related Work at Site: 7.1. OWNER may perform other work related to the Project at the site by OWNER's own forces, have other work performed by agents of OWNER or let other direct contracts therefor which shall contain General Conditions similar to these. 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 therefor as provided in Articles 11 and 12. 7.1.2. 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 connect 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. 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, 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 author- ity 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. GC - Page 26 of 56 When shaded see SUPPLEMENTAL. GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 ARTICLE 8 - -- OWNER'S RESPONSIBILITIES 8.1. Except as otherwise provided in these General Conditions, OWNER shall issue all communications to CONTRACTOR through the RESIDENT PROJECT REPRESENTIVE or PROFESSIONAL. 8.2. In case 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. GC - Page 27 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 deficiencies in 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 GC - Page 28 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 extension of the 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 recommen- dation of an Application for Payment or otherwise). PROFESSIONAL's written decisions thereon will be final and binding upon OWNER and CONTRACTOR, unless, within ten (10) 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 or the 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 (30) 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 (60) 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, PROFESSIONAL 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 GC - Page 29 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 been waived by the making or acceptance of final pay- ment 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 in 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. GC - Page 30 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS,fer modiffpations. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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. GC - Page 31 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 ARTICLE 11- CHANGE OF CONTRACT PRICE 11.1. 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. 11.2. The Contract Price may only be changed by a Change Order or by a Written Amendment. 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 (30) 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 (60) 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, indirect and consequential) 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. 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 paragraph 11.3 are inapplicable, or if the parties are GC - Page 32 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 unable to agree on a price for the changed work, a reasonable price for the same shall be established by OWNER in accordance with paragraphs 11.4 and 11.5. OWNER shall then process a unilateral Change Order, specifying the said reasonable price, in accordance with paragraphs 11.4 through 11.6. CONTRACTOR shall perform the Work as directed in the Change Order. 11.3.6. 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: 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 by OWNER and CONTRACTOR. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on 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. GC - Page 33 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 11.4.5. Supplemental costs including the following: 11.4.5.1. The proportion of necessary transportation, travel and subsistence expenses of CONTRACTOR'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: GC - Page 34 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 11.5.1. Payroll costs and other compensation of CONTRACTOR's officers, executives, principals (of partnership and sole proprietorships), general managers, engineers, architects, estimators, attorneys, 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 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 any agent any person or organization, directly or indirectly, employed by any CONTRACTOR or Subcontractor or for whose acts any CONTRACTOR or Subcontractor 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. CONTRACTOR's Fee: 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 (15 %), 11.6.2.2. for costs incurred under paragraph 11.4.3, CONTRACTOR's Fee shall five percent (5 %); 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 (15 %), 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, GC - Page 35 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for` modifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 (10 %) of the net decrease, and 11.6.2.5. when both additions and credits are involved in any one change, the adjustment in CONTRACTOR'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. Cash Allowances: 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 Subcontractors 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 allowances, 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 GC - Page 36 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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. 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. GC - Page 37 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications, Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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. 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. 'Provided, however, notwithstanding anything in the Contract Documents to the contrary, no interruption, interference, inefficiency, suspension or delay in the performance, progress, commencement or completion of the Work for any cause whatsoever, including those for which OWNER or PROFESSIONAL may be responsible in whole or in part, shall relieve CONTRACTOR of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONTRACTOR's sole and exclusive remedy against OWNER for interruption, interference, inefficiency, suspension or delay of any aspect of the Work shall be the right to seek an extension to the Contract Time in accordance with the procedures set forth, herein. GC -38 Page 38 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 ARTICLE 13-- WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS: CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK Warranty and Guarantee: 13.1. 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. All defective work, whether or not in place, may be rejected, corrected, or accepted as provided in this Article. 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 for Testing 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 GC - Page 39 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications: Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 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. 13.9. 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 and consequential costs of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstructio n (including but not limited" to fees and charges of PROFESSIONALs, architects, attorneys and other PROFESSIONALs), 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 Articl 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 therefor as provided in Articles 11 and 12. OWNER May Stop the Work: 13.10. 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 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. 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 GC Page 40 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. % Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 destroyed or damaged by the correction, removal, or replacement of the defective Work. One Year Correction Period: 13.12. If, after approval of final payment and prior to the expiration of one year after the date of substantial completion or such longer period of time as may be prescribed by law 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, indirect and consequential 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: 13.13. 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. CONTRACTOR shall bear all direct, indirect and consequential 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 and 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 therefor as provided in Article 11. If the acceptance occurs after such recommendation, an appropriate amount will be paid by CONTRACTOR to OWNER. OWNER May Correct Defective Work: 13.14. If CONTRACTOR fails within a reasonable time after written notice of PROFESSIONAL to 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 fails to comply with any other provision of the Contract Documents, OWNER may, after seven (7) 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, take possession of ` CONTRACTOR's tools, appliances, construction equipment and machinery 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 GC - Page 41 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for rnudificationt. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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, indirect and consequential costs of OWNER in exercising such rights and remedies 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, indirect and consequential 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 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 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. 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. GC - Page 42 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 ARTICLE 14- PAYMENTS TO CONTRACTOR AND COMPLETION Schedule of Values: 14.1. The schedule of values established as provided in paragraph 2.9 will serve as the basis for progress payments 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. 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: 14.4. 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 (31) calendar days of presentation to him of the application for payment with PROFESSIONAL's recommendation of the amount for payment, pay CONTRACTOR amount recommended. 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 PROFESSIONAL's review of the Application for Payment and the accompanying data and GC - Page 43 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 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 or the quantity of the Work beyond the responsibilities specifically assigned to PROFESSIONAL in the Contract Documents or that 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 14.7.4. 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. 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 PROF- ESSIONAL issue a certificate of Substantial Completion. Within a reasonable time thereafter, OWNER, GC - Page 44 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for Modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 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 (7) 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 objec- tions, PROFESSIONAL concludes that the Work is not substantially complete, PROFESSIONAL will, within fourteen (14) 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 (14) 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 CON- TRACTOR 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 GC Page 45 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for Modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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. GC - Page 46 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 that the 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 deficiencies. 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 paragraph 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 GC -47 Page 47 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 OWNER's property might in any way be responsible have been paid or 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 reasonably 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 that the Work is acceptable subject to the provisions of paragraph 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 Tess 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. GC - Page 48 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 con- stitute 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 pursuant to paragraph 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. GC - Page 49 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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 (90) 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 any one 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 CONTRACTOR disregards the authority of PROFESSIONAL; or 15.2.9. if CONTRACTOR otherwise violates in any substantial way any provisions of the Contract GC - Page 50 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS fat modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 Documents, OWNER may, after giving CONTRACTOR (and the surety, if there be one seven (7) 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 and of all CONTRACTOR's tools, appliances, construction equipment and machinery at the site and use the same to the full extent they could be used by CONTRACTOR (without liability to CONTRACTOR for trespass or conversion), incorporate in the Work all materials and equipment stored at the site or for which OWNER has paid CONTRACTOR butwhich are stored elsewhere, and finish the Work as OWNER may expedient. In 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, indirect and consequential costs of completing the Work (including but not limited to fees and charges of PROFESSIONALs, architects, attor neys and other PROFESSIONALs and court : and arbitration costs) such excess will be pain 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'. 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 GC -51 Page 51 of 56 When shaded see SUPPLEMENTAL' GENERAL CONDITIONS formodifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 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. 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 (90) 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 (30) days after it is submitted or OWNER fails for thirty -one (31) days to pay CONTRACTOR any sum finally determined to be due, then CONTRACTOR may upon seven (7) 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 paragraph 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 (30) days after it is submitted or OWNER has failed for thirty -one (31) calendar days after it is submitted to pay CONTRACTOR any sum finally determined to be due, CONTRACTOR may upon seven (7) 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. GC - Page 52 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for;modUications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 ARTICLE 16 -- DISPUTE RESOLUTION 16 . 1 . All disputes arising under this Contract or its interpretation whether involving law or fact or both, or extra work, and alt claims for alleged breach of contract shall within ten (10) working days of the comencement of the dispute be presented by CONTRACTOR to OWNER for decision. All papers' pertain 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. In 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 ten (10) working days of its commencement, the claim will be considered only fora period commencing ten (10) 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. 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. GC -53 Page 53 of 56 when shaded see SUPPLEMENTAL GENERAL CONDITIONS fat modifications. Augusta CMAR Agreement Ft Gordon Ro Da Jan o t 2011 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 (24) 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. 17.4. 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, 13.2, 13.14, 14.3 and 15.2 and all of the rights and remedies available to OWNER and PROFESSIONAL thereunder, 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 otherwise 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. 17.5. 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, 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 GC - Page 54 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for; modifications: Augusta CMAR Agreement Ft Gordon Revision Date January 2011 direction of CONTRACTOR as concerns the aforesaid records and supporting documentation. 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.G.A. 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 of 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). GC - Page 55 of 56 When "shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon Revision Date January 2011 3. Maintain a chronicle of relevant information regarding the incident including specific actions taken 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. GC - Page 56 of 56 When shaded see SUPPLEMENTAL GENERAL CONDITIONS for modifications. Augusta CMAR Agreement Ft Gordon SGC dated January 2011 Supplemental General Conditions Liability Insurance: CONTRACTOR'S insurance shall be written with limits of liability shown below or as required by law, whichever is greater: Commercial General Liability $2,000,000 General Aggregate $1,000,000 per occurrence (each Occurrence) Automotive Liability $1,000,000 Combined Single Limit (any auto) Workers Compensation Statutory Limits Employer's Liability $1,000,000 each accident $1,000,000 Disease — Policy Limit $1,000,000 Disease — Each Employee Personal and Adv. Injury $1,000,000 Products $2,000,000 Excess Liability (Umbrella) $5,000,000 Each Occurrence 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. These Bonds shall remain in effect until one year after the 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 Supplementary 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." CONTRACTOR's Liability Insurance: 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.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 provi- sion or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty (30) days prior written notice has been given to OWNER, by certified mail. All such insurance shall remain in effect until final 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 (2) years after final payment and furnish OWNER with evidence of continuation of such insurance at final payment and one year thereafter. Indemnification Section 5.16.1 is hereby replaced and superseded by the following: " (a.) The OWNER shall cause the ENGINEER to indemnify and hold harmless the CONTRACTOR, and OWNER, their employees, agents and representatives to the same extent and in the same manner that CONTRACTOR has provided indemnification for the OWNER under Supplemental General Conditions, Section 6.32 of Exhibit A. (b.) The OWNER hereby indemnifies and holds harmless the Contractor 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 SGC -1 Augusta CMAR Agreement Ft Gordon SGC dated January 2011 or negligent acts or omissions of the OWNER, its employees, agents, representatives, independent contractors, and suppliers (c.) The CONTRACTOR hereby indemnifies and holds harmless the OWNER 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 CONTRACTOR is liable that arise out of or result from breach of this Agreement or negligent acts or omissions of the CONTRACTOR, its employees, agents, representatives, and independent contractors (d.) The CONTRACTOR shall indemnify and hold harmless OWNER, PROFESSIONAL, and its employees and agents from and against all liabilities, claims, suits, demands, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from the 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 in whole or in part by an act or omission of CONTRACTOR, any Subcontractor any agent or any person or organization directly or indirectly employed by any CONTRACTOR or Subcontractor, or anyone for whose acts any CONTRACTOR or Subcontractor may be liable (e.) The CONTRACTOR shall cause the Subcontractors to indemnify and hold harmless the OWNER, CONTRACTOR, 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, CONTRACTOR, 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." Use of Premises: Section 6.16 is hereby replaced and superseded by the following: "CONTRACTOR shall confine 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 Regulations, rights -of -way, permits and easements. CONTRACTOR shall not unreasonably encumber the premises with construction equipment or other materials or equipment. Any 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 1 based on a claim arising out of CONTRACTOR's 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 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 PROFESSIONALs, architects, attorneys and other PROFESSIONALs and court and arbitration costs) arising out of or resulting from the 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) SGC -2 Augusta CMAR Agreement Ft Gordon SGC dated January 2011 including the loss of use resulting therefrom and(b) is caused in whole or in part 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. or anyone for whose acts any of them may be liable„ The OWNER in recognition of the amount of the CONTRACTOR's fee, the relative risks and benefits of the Project to both the OWNER and the CONTRACTOR, the parties agree to allocate any liabilities and unforeseen risks assumed by the CONTRACTOR under the terms of this Agreement or by operation of law, including but not limited to: injury to persons or property, Force Majeure, Defective Work, Cost Overruns, Indemnification and Delays as follows: to the fullest extent of permitted by law, the OWNER agrees to limit the liability of the CONTRACTOR 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 five million dollars ($5,000,000.) However Workers' Compensation claims are excluded from this Limitation of Liability. The limitations of section 11.3 shall apply regardless of the cause of action or legal theory pled or asserted (other than Workers' Compensation) and OWNER hereby irrevocably waives and releases CONTRACTOR and its affiliated companies, directors, officers, employees, agents, and representatives from all liability in excess thereof. Nothing in this limitation of liability shall be interpreted to be a waiver of any governmental defenses, included but not limited to sovereign immunity and qualified immunity, Except as provided in the Agreement paragraph 11.4 (Liquidated Damages), neither party shall be responsible or held liable for any indirect, incidental, special, or consequential damages, of any nature whatsoever, including without limitation, liability for loss of use of property, loss of profits, or other revenue, interest, loss of product, increased expenses or business interruption, however the same may be caused, whether in contract, tort, strict liability or warranty. " Section 6.34 is hereby replaced and superseded by the following: "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, and the Professional shall indemnify and hold harmless the CONTRACTOR from any and all such claims." ARTICLE 8--- OWNER'S RESPONSIBILITIES Section 8.9 is hereby added: "OWNER and PROFESSIONAL will promptly review and if appropriate, approve any and all documents, payment applications, requests for clarifications, requests for instructions, and other such requests submitted by CONTRACTOR." 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 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. SGC -3 Augusta CMAR Agreement Ft Gordon SGC dated January 2011 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 and upon approval of the Owner the Contract Price may be adjusted by Change Order for such reasonable time and price as OWNER and CONTRACTOR may determine. CONTRACTOR shall be entitled to an extension of time and an adjustment in the Contract Price for such causes only for the number of days of delay which OWNER and CONTRACTOR may agree 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. Warranty and Guarantee: Section 13.1 is hereby replaced and superseded by the following: ". CONTRACTOR warrants that CONTRACTOR shall, in performing Services hereunder, exercise the degree of skill, care and diligence consistent with customarily accepted good practices and procedures at the time and location and for the type of Services performed. Should CONRACTOR fail to perform to those standards, it shall (a) without cost to OWNER, reperform and correct any substandard Services; and (b) reimburse OWNER for OWNER's direct damages or otherwise correct faulty construction, to the extent resulting from such substandard Services. Contractor further warrants and guarantees to OWNER that all materials and equipment will be new and of good quality, 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. CONTRACTOR makes no other warranties, express or implied, with respect to its performance under this Contract. Notice of all defects shall be given to CONTRACTOR by PROFESSIONAL in writing specifying in reasonable detail the alleged defects within thirty (30) 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 and consequential 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." One Year Correction Period: SGC -4 Augusta CMAR Agreement Ft Gordon SGC dated January 2011 Section 13.12 is hereby replaced and superseded by the following: 13.12. If, after approval of final payment and prior to the expiration of one year after the date of substantial completion, or such longer period of time as may be prescribed by law 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, indirect and consequential 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, indirect and consequential 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 and 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 as provided in Article 11. If the acceptance occurs after such recommendation, an appropriate amount will be paid by CONTRACTOR to 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 CON- TRACTOR 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 and consequential 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 and consequential 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." Application for Progress Payment: SGC -5 Augusta CMAR Agreement Ft Gordon SGC dated January 2011 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 five percent (5 %) 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. 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) thirty (30) days' written notice giving the CONTRACTOR the right to cure such default, and if CONTRACTOR fails to begins to cure within such time 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. In 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, indirect and consequential 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. Notwithstanding anything to the contrary elsewhere in the Agreement or Contract, the OWNER may terminate the Contract for Default if the CONTRACTOR 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 CONTRACTOR shall have thirty (30) days to cure the breach. If the CONTRACTOR 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 CONTRACTOR and Surety, the OWNER may take over and prosecute the work to completion at the CONTRACTOR's and Surety's expense. Unless the Surety selects the CONTRACTOR to complete the Work, upon the termination of the services of the CONTRACTOR, the OWNER shall exclude CONTRACTOR from the Project Site, and take possession of the Work." 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 breach of contract shall within ten (10) working days of the commencement of the dispute 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. In the meantime, CONTRACTOR shall proceed with the Work as directed. Any claim not presented within thirty (30) days 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 SGC -6 Augusta CMAR Agreement Ft Gordon SGC dated January 2011 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. All disputes, and other matters in question between the two parties to this Agreement, arising out of or relating to this Agreement or the breach thereof, shall be submitted to nonbinding mediation under the auspices of a mediation service experienced in the handling of construction disputes prior to initiation of any lawsuit or other litigation unless the parties mutually agree otherwise. The cost of any alternative dispute resolution procedure (excluding each party's attorneys' fees) shall be divided equally among the parties to the dispute. 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 otherwise 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 Doc- uments will survive final payment and termination or completion of the Agreement." SGC -7 AUD - Fort Gordon CMAR Various Projects :.>7R---7 1.'� Agreement Exhibits Rat. Exhibit B — Compensation Schedule and GMP Cost Summary and Labor Rates for Additional Services Exhibit B E211 TETRA TECH VARIOUS FORT GORDON MSA, ICU AND R&R PROJECTS GUARANTEED MAXIMUM PRICE (GMP) COST BREAKDOWN Subcontractor Prices and Cost Estimates Project Project Title Subcontractor Subcontractor Proposal MSA -001 Wastewater connection © Spirit Creek Reynolds, Inc $ 5,230,088 ICU -0052 Installation of Water Meters WK Dickson $ 406,720 ICU -0058R 1.25MG Elevated Water Tank Chicago Bridge & Iron (CBI) $ 2,163,800 ICU -0059R 1.25MG Elevated Water Tank / Demo Chicago Bridge & Iron (CBI) $ 1,900,800 Standpipe ICU- 0063R/64R Replace / Rehabilitate Pump Stations Beams Contracting $ 1,767,541` ICU -0065 Demolish Existing Wastewater Treatment Reynolds, Inc $ 728,350 Plant New Maintenance Facility& Associated Site ICU -0066 Work Artesian Contracting $ 1,004,400 R &R -001 Water Distribution System © Eisenhower Beams Contracting $ 941,311 Hosnital R &R -002 Backflow Preventer Installations WK Dickson $ 914,928 R &R -003 Replace / Rehabilitate Pump Stations Included in ICU- 0063R/64R R &R -004 Replace / Rehabilitate Building Services Included in ICU- 0063R/64R Electrical Estimate $ 1,064,310 Instrumentation & Control Lord & Company $ 1,396,764 Total Subcontractor Cost $ 17,519,012 Allowances $1,131,500' Tetra Tech General Conditions $5,001,763 Tetra Tech Main Office Overhead $497,201 Financing for ICU Projects $411,733 Tetra Tech Contingencies ' $1,002,000 Tetra Tech Fee $1,343,744 Bonds & Insurance $402,621 GMP Subtotal $27,309,573 Deduct for Change order 1 to Preconstruction Services ($4,316,000) Tetra Tech Total GMP $22,993,5731 11/17/2010 TETRA TECH VARIOUS FORT GORDON MSA, ICU AND R &R PROJECTS GUARANTEED MAXIMUM PRICE (GMP) GENERAL CONDITIONS SUMMARY General CODE SUMMARY TOTAL UNIT Cost Conditions Per Month FIELD OFFICE $290,413 14,521 290,413 FIELD OPERATIONS 190,300 9,515 190,300 CLEANING 0 - 0 SAFETY & SECURITY 12,400 620 12,400 GENERAL EXPENSE 464,700 23,235 464,700 STAFF 3,634,750 181,737 3,634,750 SUBTOTAL - GCS 4,592,563 229,628 4,592,563 GENERAL CONDITION CONTINGENCIES GC - CONTINGENCY - ODC 159,200 7,960 159,200 CONTINGENCY LABOR 250,000 12,500 250,000 SUBTOTAL - CONTINGENCY GCS 409,200 409,200 INDIRECT COSTS 5,001,763 479,716 5,001,763 Total General Conditions $5,001,763 250,088 11/17/2010 AUD - Fort Gordon CMAR Various Projects Labor Rates for Additional Services 7-g....-11 a r 4 Employee Classification Billing Rates Principal Engineer — Senior Vice President $300 Contracts Attorney $300 Senior Project Manager /Project Director $180 Senior Engineer 1 $224 Senior Engineer 2 $196 Construction Manager /Project Manager $156 Deputy Construction Manager /Project Superintendent $144 Quality Assurance- Quality Control /Project Manager $173 QC Manager / On -site Safety $110 Estimating $110 H &S Manager $112 H &S Specialist $93 Construction Inspector - Civil $79 Construction Inspector - Civil / Mechanical $110 Construction Inspector - Electrical $110 Construction Inspector - Civil / BFP - WM $90 Schedule / Cost / Procurement Manager $156 Administrative Assistant $69 Field Administrative Assistant $60 Project Support Engineer 1 $112 Project Support Engineer 2 $85 Technical Writer $90 Word Processor $60 Page 1 1 lb AUD - Fort Gordon CMAR Various Projects C 0A Agreement Exhibits 01 1 Exhibit C — Insurance and Bond Coverage Exhibit C �..MIIIIN DATE(MM /DD/YYYY) '11, ° CERTIFICATE OF LIABILITY INSURANCE 02/08/201, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the m terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the 0 certificate holder in lieu of such endorsement(s). c PRODUCER CONTACT AOn Risk Insurance Services West, Inc. p ONE FAx s. LOS Angeles CA Office (A/C. No. Ext): (866) 283 -7122 I (� No.): <847) 953 -5390 13 707 Wilshire Boulevard E-MAIL o Suite ADDRESS LOS An CA 90017 -0460 USA PRODUCER 570000036654 Angeles CUSTOMER ID 0: INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: National Union Fire Ins Co of Pittsburgh 19445 Tetra Tech, Inc. INSURER B: Insurance Company of the State of PA 19429 360 Bay Street, Suite 4 Augusta GA 30901 USA INSURER c: Lexington Insurance Company 19437 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570041573944 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICYEFF POLICY EXP LIMITS LTR INSR 1NVD SM}� D (MMID A GENERALLIABRITY 0L4581561 10/01 10 /01/ EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE 1 ( RENTED $1,000,000 r—� PREMISES (Ea occurrence) _ CLAIMS -MADE X I OCCUR MED EXP (Any one person) _ $10, 000 X X,C,U Coverage PERSONAL & ADV INJURY $1,000,000 rn GENERAL AGGREGATE 52,000,000 m GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 V. POLICY n JFCT" Ni LOC o A AUTOMOBILE LIABILITY CA 826 36 72 10/01/2016 10/01/20111 COMBINED SINGLE LIMIT (Ea accident) $1, 000 000 X ANY AUTO BODILY INJURY (Per person) Z ALL OWNED AUTOS BODILY INJURY (Per accident) y SCHEDULED AUTOS PROPERTY DAMAGE 5 (Per accident) = X HIRED AUTOS X NON OWNED AUTOS t0 C X UMBRELLA LIAR X OCCUR TH1000027 " 10/01/2616 EACH OCCURRENCE $5,000,000 — EXCESS LIAR — CLAIMS -MADE AGGREGATE 55,000,000 DEDUCTIBLE RETENTION B WORKERS COMPENSATION AND WC14770806 10/01/2016 10 /01 /2011 X I OR L I IE H EMPLOYERS' LIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE Y / N E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N / A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1, 000 , 000 - If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $1,000, 000 4x DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project Start Date: 02.02.11, Project End Date: 02.02.12. Project: Ft. Gordon CHAR Phase II. Stop Gap Coverage for the following states: OH, WA, WY. ■ CERTIFICATE HOLDER CANCELLATION l SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ,- EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Au Augusta Utilities , 9 AUTHORIZED REPRESENTATIVE Attn: Clifford A. Coins 360 Bay Street, Suite 180 ( � �� � Augusta GA 30901 USA e.4 e �f A t 19::_41 ra f�'dd ✓Wal W all ©1988 -2009 ACORD CORPORATION. M rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD SECTION PB PERFORMANCE BOND Bond No. 6747069 (NOTE : THIS BOND IS ISSUED SIMULTANEOUSLY WITH PAYMENT BOND ON PAGE PB -3, IN FAVOR OF THE OWNER CONDITIONED FOR THE PAYMENT OF LABOR AND MATERIAL.) KNOW ALL MEN BY THESE PRESENTS: That TETRA TECH, INC. as Principal, hereinafter called Contractor, and SAFECO INSURANCE COMPANY OF AMERICA a corporation organized and existing under the laws of the State of WASHINGTQN,with its principal office in the City of SEATTLE ,State of WASHINGTON , as Surety, hereinafter called Surety, are held and firmly bound unto AUGUSTA, GEORGIA BY ANDTHROUGH THE AUGUSTA COMMISSION as Obligee, hereinafter called the Owner, in the penal amount of Twenty Seven Million Three Hundred Nine Thousand Five Hundred Seventy Three and 00/100 Dollars ($ 27,309,573.00 ) for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents for the faithful performance of a certain written agreement. WHEREAS, Contractor has by said written agreement dated MARCH 1, 2011 entered into a contract with Owner for the FORT GORDON CM RISK — PHASE II in accordance with the drawings and specifications issued by the Augusta Utilities Department and the Augusta- Richmond County Commission, which contract is by reference made a part hereof, and is hereinafter referred to as the the CONTRACT . NOW, THEREFORE, the condition of this obligation is such that, if Contractor shall promptly and faithfully 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 promptly (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 determination 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 a succession of defaults under the contract or contracts of completion arranged under this paragraph) PB -1 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, administrators or successors of the Owner. Signed and sealed this 1st day of MARCH A. D. 2011 Witness � TETRA TECH, INC. (Seal _ Edward Bernstein ' •nt'.ci.r) Attest \- \--"--=-■■ _._r%_. By (Seal) Karen Miller Sam W. :ox (Title) Vice President Witness SAFECO INSURANC 'COMPANY OF AMERICA (Seal) LISA . NTQN �i S rety) Attest Ode, . ' � By ti 4 1 � Witness TRACY TON B. A _ _ (Ti le)ATTORNEY IN FACT PB -2 State of California County of Los Angeles On M * 0 1 2; I before me, Simone Gerhard, Notary Public, personally appeared B. Aleman who proved to me on the basis of satisfactory evidence 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 Ms /her /thei signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ._/ SIiVlONE GERHARD • e - and Notary Public , Commission # 1784570 , Commission Public • California 01, Los Angeles County Comm. a zs Doc 9.2011 SECTION PB Bond No 6747069 LABOR AND MATERIAL PAYMENT BOND NOTE: THIS BOND IS ISSUED SIMULTANEOUSLY WITH PERFORMANCE BOND ON PAGE PB -I, IN FAVOR OF THE OWNER CONDITIONED FOR THE PERFORMANCE OF THE WORK.) KNOW ALL MEN BY THESE PRESENTS: That TETRA TECH, INC. as Principal, hereinafter called Contractor, and SAFECO INSURANCE COMPANY OF AMERICA a corporation organized and existing under the laws of the State of WASHINGTON with its principal office in the City of SEATTLE , State of WASHINGTON as Surety, hereinafter called Surety, are held and firmly bound unto AUGUSTA, GEORGIA BY AND THROUGH THE AUGUSTA - RICHMOND COUNTY COMMISSION, as Obligee, Hereinafter called the Owner, for the use and benefit of claimants as hereinbelow defined in the amount of Twenty Seven Million Three Hundred Nine Thousand Five Hundred Seventy Three and 00/100 Dollars ($ 27,309,573.00 ) 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 MARCH 1, 2011 entered into a contract with Owner for the FORT GORDON CM RISK — PHASE II in accordance with drawings and specifications issued by the Augusta Utilities Department and Augusta - Richmond County Commission, which contract is by reference made a part hereof, and is hereinafter referred to as the CONTRACT. NOW, THEREFORE, the condition of this obligation is such that, if the Contractor shall promptly make payment to all claimants as hereinafter defined, for all labor and material used or reasonably required to use in the performance of the CONTRACT, then this obligation shall be void; otherwise it shall remain in full force and effect, subject, however, to the following conditions: (1) A claimant is defined as one having a direct contract with the Contractor or with a subcontractor of the Contractor for labor, material, or both, used or reasonably required for use in the performance of the contract, labor and material being construed as to include that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental of equipment directly applicable to the CONTRACT PB -3 (2) The above named Contractor 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 expiration of a period of ninety (90) days after the date on which the last of such claimant's work or labor was done or performed, or materials were furnished by such claimant, may sue on this bond for the use of such claimant, prosecute the suit to final judgement for such sum or sums as may be justly due claimant, and have execution thereon. The Owner shall not be liable for the payment of any costs or expenses of any such suit. (3) No suit or action shall be commenced hereunder by any claimant, (a) Unless claimant, other than one having a direct contract with the Contractor, shall have given written notice to any two of the following: The Contractor, the Owner, or the Surety above named, within ninety (90) days after such claimant did or performed the last of the work or labor, or furnished the last of the materials for which said claim is made, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were furnished, or for whom the work or labor was done or performed. Such notice shall be served by mailing the same by registered mail or certified mail, postage prepaid, in an envelope addressed to the Contractor, Owner or Surety, at any place where an office regularly maintained for the transaction of business, or served in any manner in which =legal process may be served in the state in which the aforesaid project is located, save that such service need not be made by a public officer. (b) After the expiration of one (I) year following the date on which Contractor ceased work on said CONTRACT, it being understood, however, that if any limitation embodied in this bond is prohibited by any law controlling the construction hereof, such limitation shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law (a) Other than in a state court of competent jurisdiction in and for the county or other political subdivision of the state in which the project, or any part thereof, is situated, or in the United States District Court for the district in which the project, or any part thereof, is situated, 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 faith hereunder, inclusive of the payment by Surety of mechanics' liens which may be filed of record against said improvement, whether or not claim for the amount of such lien be presented under and against this bond. PB-4 Signed and sealed this 1 st . day of MARCH A. D. 2011 Witness - TETRA TECH, INC. (Seal) Edward Bernstein (Contr ;c o it Attester --:` �∎. �� By (Sea() Karen Miller Sam W. Box (Title) Vice President Witness 1 ` SAFECO INSURANCE COMPANY OF AMERICA LISA,.. TFiQRN , (S ety) (Seal) Attest / k 1/ J� Witness: TRACY ASTON By B. -'4' 6 R N (Seal) (Title) EY IN fACT PB-5 State of California County of Los Angeles On 0 2 €i before me, Simone Gerhard, Notary Public, personally appeared B. Aleman who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /ace 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. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ow SltvfONE GERHARD Signatur -- 2 Commission # 1784570 Z W Notary Public - California f •• = - ard, Notary Public Los Angeles County Coma:. Exares Dec 9 , 2011 THIS POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON RED BACKGROUND. 4272900 This Power of Attorney limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. SAFECO INSURANCE COMPANY OF AMERICA SEATTLE, WASHINGTON POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That Safeco Insurance Company of America (the "Company"), a Washington stock insurance company, pursuant to and by authority of the By -law and Authorization hereinafter set forth, does hereby name, constitute and appoint E. S. ALBRECHT, JR., TRACY C. ASTON, C. K. NAKAMURA, LISA L. THORNTON, MARIA PENA, MARINA TAPIA, EDWARD C. SPECTOR, KD CONRAD, BRENDA WONG, SIMONE GERHARD, NOEMI QUIROZ, B. ALEMAN, ALL OF THE CITY OF LOS ANGELES, STATE OF CALIFORNIA , each individually if there be more than one named, its true and lawful attorney -in -fact to make, execute, seal, acknowledge and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations in the penal sum not exceeding ONE HUNDRED MILLION AND 00/100 * * * ** * * * * ** DOLLARS ($ 100,000,000.00** * *** * * * * * * * ** * * * * * *) each, and the execution of such undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents, shall be as binding upon the Company as if they had been duly signed by the president and attested by the secretary of the Company in their own proper persons. That this power is made and executed pursuant to and by authority of the following By -law and Authorization: >. . 0 a r ARTICLE IV - Execution of Contracts: Section 12. Surety Bonds and Undertakings. 0 i Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject to such limitations d L as the Chairman or the President may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Corporation to make, C execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys -in- = d fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the Corporation by their signature and .0 c executed, such instruments s be as binding as if signed by the president and attested by the secretary. >s 45 By the following instrument i W ow rument the chairman or the president has authorized the officer or other official named therein to appoint attorneys-in-fact: _ 0 i Of Pursuant to Article IV, Section 12 of t By -laws, Garnet W. Elliott, Assistant Secretary of Safeco Insurance Company of America, is authorized to v I- appoint such attorneys -in -fact as may be necessary to act in behalf of the Corporation to make, execute, seal, acknowledge and deliver as surety o ,W ea any and all undertakings, bonds, recognizances and other surety obligations. • c £ a a. 0 - That the By -law and the Authorization set forth above are true copies thereof and are now in full force and effect. O 3 Q . ".. a IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Company and the corporate seal of .5 et Safeco Insurance Company of America has been affixed thereto in Plymouth Meeting, Pennsylvania this 6th day of December O C a. 2010 . 0 U O ,,, SAFECO INSURANCE COMPANY OF AMERICA D . 0,3 '5 a O n ti I " -. By (3 .4 G✓ 1�% =., `t r. a; d /sn Garn W. Elliott, Assistant Secretary C 0 c COMMONWEALTH OF PENNSYLVANIA ss , ,• COUNTY OF MONTGOMERY a +' t0.0 R On this 6th day of December , 2010 , before me, a Notary Public, personally came Garnet W. Elliott, to me known, and m acknowledged that he is an Assistant Secretary of Safeco Insurance Company of America; that he knows the seal of said corporation; and that he t CM c executed the above Power of Attorney and affixed the corporate seal of Safeco Insurance Company of America thereto with the authority and at the co i direction of said corporation. ,. v IN TESTIMONY WHEREO, j�viP .�: o subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year o 0 first above written. o 0 CCO Tama, Pa,to A, 'Notary P,t.A: I ZIA. /Ltd& F a uth x M Q:)ile w. . ursv By .:> 3sm. >.,an xavas M 26,20'3 Tere Pas otary Public CERTIFICATE t § ^caer'at�sh ups n ca:' a€ 1oCar'as I, the undersigned, Assi , Safeco Insurance Company of America, do hereby certify that the original power of attorney of which the foregoing is a full, true and c .py, is in full force and effect on the date of this certificate; and I do further certify that the officer or official who executed the said power of attorney is an Assistant Secretary specially authorized by the chairman or the president to appoint attorneys -in -fact as provided in Article IV, Section 12 of the By -laws of Safeco Insurance Company of America. This certificate and the above power of attorney may be signed by facsimile or mechanically reproduced signatures under and by authority of the following vote of the board of directors of Safeco Insurance Company of America at a meeting duly called and held on the 18th day of September, 2009. VOTED that the facsimile or mechanically reproduced signature of any assistant secretary of the company, wherever appearing upon a certified copy of any power of attorney issued by the company in connection with surety bonds, 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 na r ;fern = ` -, <.'xed the corporate seal of the said company, this day of s. S ., 196s , 4./--7,74 v Davrey, Asestant Secretary IN AUD - Fort Gordon CMAR Various Projects Agreement Exhibits " O 1 G ` Exhibit D — GMP Proposal Documents Exhibit D EZI TETRA TECH VARIOUS FORT GORDON MSA, ICU AND R&R PROJECTS GUARANTEED MAXIMUM PRICE (GMP) COST BREAKDOWN Subcontractor Prices and Cost Estimates Project Project Title Subcontractor Subcontractor Proposal MSA -001 Wastewater connection @ Spirit Creek Reynolds, Inc $ 5,230,088 ICU -0052 Installation of Water Meters WK Dickson $ 406,720 ICU -0058R 1.25MG Elevated Water Tank Chicago Bridge & Iron (CBI) $ 2,163,800 ICU -0059R 1.25MG Elevated Water Tank / Demo Chicago Bridge & Iron (CBI) $ 1,900,800 Standpipe ICU- 0063R/64R Replace / Rehabilitate Pump Stations Beams Contracting $ 1,767,541 ICU -0065 Demolish Existing Wastewater Treatment Reynolds, Inc $ 728,350 Plant New Maintenance Facility & Associated Site ICU -0066 Work Artesian Contracting $ 1,004,400 R &R -001 Water Distribution System @ Eisenhower Beams Contracting $ 941,311 Hnsnital R &R -002 Backflow Preventer Installations WK Dickson $ 914,928 R &R -003 Replace / Rehabilitate Pump Stations Included in ICU- 0063R/64R R &R -004 Replace / Rehabilitate Building Services Included in ICU- 0063R/64R Electrical Estimate $ 1,064,310 Instrumentation & Control Lord & Company $ 1,396,764 Total Subcontractor Cost $ 17,519,012 Allowances $1,131,500' Tetra Tech General Conditions $5,001,763 Tetra Tech Main Office Overhead $497,201 Financing for ICU Projects $411,733 Tetra Tech Contingencies $1,002,000 Tetra Tech Fee $1,343,744 Bonds & Insurance $402,621 GMP Subtotal $27,309,573 Deduct for Change order 1 to Preconstruction Services ($4,316,000) (Tetra Tech Total GMP $22,993,5731 2/3/2011 TETRA TECH VARIOUS FORT GORDON MSA, ICU AND R&R PROJECTS GUARANTEED MAXIMUM PRICE (GMP) GENERAL CONDITIONS SUMMARY General CODE SUMMARY TOTAL UNIT Cost Conditions Per Month FIELD OFFICE $290,413 14,521 290,413 FIELD OPERATIONS 190,300 9,515 190,300 CLEANING 0 - 0 SAFETY & SECURITY 12,400 620 12,400 GENERAL EXPENSE 464,700 23,235 464,700 STAFF 3,634,750 181,737 3,634,750 SUBTOTAL - GC'S 4,592,563 229,628 4,592,563 GENERAL CONDITION CONTINGENCIES GC - CONTINGENCY - ODC 159,200 7,960 159,200 CONTINGENCY LABOR 250,000 12,500 250,000 SUBTOTAL - CONTINGENCY GC'S 409,200 409,200 INDIRECT COSTS 5,001,763 479,716 5,001,763 Total General Conditions $5,001,763 250,088 2/3/2011 2 Q co O CO r LT) O N c) N y 0 0 0 0 0 0 0 0 0 0 O O O O O O O a) •' O 0 0 0 0 0 0 0 0 O 0 0 0 0 C C O O C 0 O O L f) O O O O 0 0 0 0 L a , Tts E N O() OO O OO O c o r fl co r r r r r C 2 O N W r a) CM O 0 0 0 0 0 0 0 0 0 O O O O O O O CO O 0 0 0 0 0 0 0 0 O 0 0 O O d J O 0 0 0 O O L C) O O O O 0 0 0 O Q N O co L() Or In 03 N O CO' lf) 1- 0 CO r r r r r 0 H O 0 0 0 0 0 0 0 0 0 O O O O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N 0 0 0 0 0 0 0 0 0 0 O O O O O O O O 00000000 O LO LO l()0 H U O 0(00U)U)0 - K) CON O U " .- OMIf)�r W r 0 a s e d 0 _1 — oo 000 00 00 O - H Z EE---a)--EE E E E E E E E U _ la a 0 0 O O r r r r r O o 0 0 0 0 0 0 0 ✓ Z N N N N N N N N N N N m0 O Q 2 P N >7 0 2<z z20 000 in = • w E U N O Z d m Q L V p = 0 0 Ts 0 O LL 0 r N �, co N m a) c 0 - ° O u , T t2 rn �c coa)� a) • a) H U m n � c'm m �a ID y o • a) o o (n �0 3 Et = a c c N w o y N . 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