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Home My WebLink AboutCHOATE CONSTRUCTION COMPANY FOR GMP TO CONSTRUCT FIXED BASED OPERATION STANDARD FORM OF CONTRACT FOR GENERAL CONSTRUCTION MANAGEMENT SERVICES (At-Risk Guaranteed Maximum Price) BETWEEN AUGUSTA-RICHMOND COUNTY, GEORGIA (hereinafter referred to as the Owner) AND CHOATE CONSTRUCTION COMPANY (hereinafter referred to as the Construction Manager) This Contract for General Construction Management Services is entered into between: Owner Owner's Name: Augusta-Richmond County, Georgia Contact Name: Gary W. Le Tellier, AAE Owner's Address: 530 Greene Street City/State/Zip: Augusta Georgia 30901 and Construction Manager CM's Name: Choate Construction Company Construction 101 W. Mulberry Blvd., Suite 200 Manager's Address: City/State/Zip: Pooler Georgia 31322 This Contract for General Construction Management Services is executed under seal, and shall be effective on the date signed by the last party to do so. RFP 11-202 Constn�ction Manager @ Risk Services New FBO Terminal Page 1 of 64 Project Name: New Fixed Base Operator (FBO) Terminal, Augusta Regional Airport Project Address: 1501 Aviation Way Augusta, Georgia 30906 Project ID #: RFP Item #11-202 ARCHITECT AND ENGINEER: Engineer Firm Name: Campbell & Paris Engineers Address: 313 Wingo Way City/State/Zip: Mt. Pleasant South Carolina 29464 Architect Firm Name: Virgo Gambill Architects Address: 2531 Center West Parkway, Suite 200 City/State/Zip: Augusta Georgia 30909 AUTHORIZED REPRESENTATIVES: The authorized representatives and addresses of the Owner, the Engineer, the Architect, and the Construction Manager are: Owner's Representative Name: Campbell & Paris Engineers, attention Jack Ma�eld Address: 313 Wingo Way City/State/Zip: Mt. Pleasant South Carolina 29464 Email Address: jma�eld@campbell-paris.com Phone: 843 856 9989 Cell: 843.296.9747 En�ineer's Reqresentative Firm Name: Campbell & Paris Engineers Name: Jack L. Mayfield, PE Address 313 Wingo Way City/State/Zip: Mt. Pleasant South Carolina 29464 Email Address: jmayfieldCc�campbell-paris.com Phone: 843.856.9989 Cell: 843.296.9747 Fax: 843.856.0107 Architect's Reqresentative Firm Name: Virgo Gambill Architects Name: Joseph W. Gambill, Jr. Address: 2531 Center West Parkway, Suite 200 City/State/Zip: Augusta Georgia 30909 Email Address: iaambill virgogambill.com Phone: 706.736.3661 Cell: 706.373.2794 Fax: 706.736.4552 Construction Manager's Representative Firm Name: Choate Construction Company Name: Todd Osborne Address: 101 W. Mulberry Blvd., Suite 200 City/State/Zip: Pooler Georgia 31322 Email Address: tosborne@choateco.com Phone: Cell: 912.210.9168 Fax: 912.790.0010 License # GCQA000788 FEIN#/SS# 58-1851823 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 2 of 64 Table of Contents Article 1 Representations Article 2 Notices Article 3 Definitions Article 4 Relationship of the Parties Article 5 Contract Documents Article 6 Scope of Construction Manager's Project Article 7 Compensation for Construction Manager Article 8 Personnel, Subcontractors, and Suppliers Article 9 Construction Schedule Article 10 Bonds Article 11 Construction Manager's Duties, Obligations and Responsibilities Article 12 Goods, Products, and Materials Article 13 Submittals Article 14 Construction Manager's Quality Assurance Article 15 Changes to the Project Article 16 Claims and Liens Article 17 Project Architect Article 18 Substantiai and Final Completion Article 19 Construction Manager's Warranties and Guaranties Article 20 Owner's Duties, Obligations and Responsibilities Article 21 Liquidated Damages Article 22 Concealed and Unforeseen Conditions Article 23 Construction Manager's Records Article 24 Proprietary Documen� and Confidentiality Article 25 Insurance Requirements Article 26 Owner's Right to Stop Work Article 27 Termination or Suspension of Contract Article 28 Applicable Law and Dispute Resolution Article 29 Damages and Remedies Article 30 Misceilaneous Provisions Article 31 Indemnification Article 32 Construction Manager's Reviews and Evaluations Article 33 Prohibition Against Contingent Fees Article 34 Exhibits and Attachments Article 35 Entire Agreement Exhibit A Scope of Services Exhibit B Provisional Project Schedule Exhibit C Initial List of Drawings, Specifications, and Addendums Exhibit D Insurance Exhibit E Asbestos-Statement of Declaration Exhibit F Non-Collusion Affidavit Exhibit G Authorization for Construction RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 3 of 64 Exhibit H Unit Prices Exhibit I Construction Manager's Qualifications and Exclusions Exhibit J Construction Manager's Cost Savings Options Summary Exhibit K Construction Manager's Schedule of Values Exhibit L Construction Manager's Construction Schedule RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 4 of 64 In consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Owner and the Construction Manager agree as follows: The General Construction Management Services required by this Contract are to be rendered for the following project, hereinafter identified as the "Project": Project Name: New Fixed Base Operator (FBO) Terminal, Augusta Regional Airport Project Address: 1501 Aviation Way Augusta, Georgia 30906 Project ID #: RFP Item #11-202 Prelim. Project The Project will include the demolition of two existing buildings and Description: construction of a new FBO Terminal at the Augusta Regional Airport. The new facility will be approximately 14,000 sq. ft. ARTICLE 1 REPRESENTATIONS By executing this Contract, the Construction Manager makes the following express representations to the Owner: 1.1 The Construction Manager is professionally qualified to act as the Construction Manager for the Project and is licensed to perform Construction Management Services by all public entities having jurisdiction over the Construction Manager and the Project; 1.2 The Construction Manager has and shall maintain all necessary licenses, permits or other authorizations necessary to act as the Construction Manager for the Project until the Construction Manager's duties hereunder have been fully satisfied; 1.3 The Construction Manager has become familiar with the Project Site and the local conditions under which the Project is to be constructed; 1.4 The Construction Manager assumes full responsibility to the Owner for the negligent or willful acts and omissions of the Construction Manager's employees, Subcontractor's or others employed or retained by the Construction Manager in connection with the Project; 1.5 The Owner and Construction Manager each acknowledges that it has reviewed and familiarized itself with this Contract for General Construction Management Services, and agrees to be bound by the terms and conditions contained herein. 1.6 The Owner intends to cause the Project to be constructed and is engaging the Construction Manager to perform certain labor, supervision and services and provide certain equipment, goods and materials for the Project. 1.7 The Owner and Construction Manager each acknowledges that it will act in good faith in carrying out its duties and obligations. ,.e The Owner's engagement of the Construction Manager is based upon the Construction Manager's representations to the Owner that it is experienced in the type of labor and services the Owner is engaging the Construction Manager to perform; is qualified, willing and able to perform general construction management services for the Project; and has the expertise and ability to provide general construction management services which will meet the Owner's objectives and requirements, and which will comply with the requirements of all governmental, public authorities and agencies having jurisdiction over the Project. ARTICLE 2 NOTICES 2.1 Unless otherwise provided, all notices shall be in writing and considered duly given if the original is hand delivered; delivered by facsimile; sent by U.S. Mail, postage prepaid, or sent in a".pd�' format via email. All RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 5 of 64 notices shall be given to the authorized representatives at the addresses set forth above. Notices that are hand delivered, delivered by facsimile, or sent by email shall be deemed given the next business day following the date of delivery. Notices given by U.S. Mail shall be deemed given as of the second business day following the date of posting. ARTICLE 3 DEFINITIONS The following words and phrases shall for the purposes of this Agreement have the following meanings: 3.1 Change Order - shall mean a written order to the Construction Manager executed by the Owner, and the Engineer, after execution of this Contract, directing a change in the Project and may include a change in the Contract Amount or the time for the Construction Manager's performance, or any combination thereof. 3.2 Compensation - Compensation shall be the fees designated in Article 7.1 to be paid by the Owner to the Construction Manager in connection with the performance of the Services by the Construction Manager. 3.3 Construction Manacter - The Construction Manager is the person or entity which enters into an agreement with the Owner to perform the construction management services for the Project, including, without limitation, the providing of labor, materials, and equipment incorporated or to be incorporated into the Project. The term "Construction Manager" means the Construction Manager or its authorized representative, but excludes the Owner's Representative, the Architect, and the Engineer. 3.4 Dav — For the contract time, days are defined as calendar days. 3.5 Design Development Documents — The Design Development Documents are the preliminary construction drawings and specifications prepared by the Architect and/or Engineer. 3.6 General Conditions The General Conditions refers to the cost of non-permanent construction work that is necessary to support subcontractors. This work can include a job-site trailer with office equipment, communications and printing machines, tools, barricades, security fencing, signs, temporary power, utilities, clean-up services, Site toilets or perhaps gravel for a workers parking area. 3.7 Owner - The owner is the City of Augusta. 3.8 Proiect — New Fixed Based Operator (FBO) Terminal 3.9 Site - The geographical location of the Project, defined by legal boundary lines, and the location characteristics including, but not limited to, grades and lines of streets, alleys, pavements and adjoining structures, rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, existing buildings and improvements, and service and utility lines. 3.10 Work - Any and all construction machinery, documents, equipment, facilities, fixtures, furnishings, goods, heat, items, labor, licenses, management, materials, permits, products, services, supervision, supplies, systems, taxes, testing, tools, utilities, transportation, vehicles, and water, required to be performed or supplied and/or necessary for proper execution and completion of the Project, or some portion thereof, whether or not incorporated or to be incorporated into the Project. ARTICLE 4 RELATIONSHIP OF THE PARTIES 4.1 The Architect and the Engineer - The performance of services by the Architect or the Engineer shall be as consultants to the Owner to carry out the activities of Project design and construction administration RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 6 of 64 and to provide the technical documents and supervision to achieve the Owner's Project objectives. The Engineer will be responsible for dealing with the Construction Manager on all design and technical matters, and will administer this Contract for General Construction Management Services. Unless otherwise directed by the Owner, the Owner and the Construction Manager shall communicate with each other in the first instance through the Engineer. The Owner's instructions to the Construction Manager will be issued through the Engineer. The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Engineer and the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish or approve, in a timely manner, information requested for the performance of the Work by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. 42 Other Consultants - The Owner may provide drawings, consultation, recommendations, suggestions, data and/or other information relating to the Project from other consultants under separate contract with the Owner, including but not limited to: Land Surveying Consultant, Geotechnical Consultant, and/or Materials Testing Consultant. 4.3 The Construction Manaqer — 4.3.1 The Construction Manager shall, in consultation with the Owner, the Architect, the Engineer, the Owner's Representatives, and their Subcontractors, endeavor to develop, implement and maintain a spirit of cooperation, collegiality, and open communication among the parties so that the goals and objectives of each are aligned, their duties are clearly understood, potential problems are resolved promptly, and, upon completion, the Project is deemed a success by all parties. 4.3.2 The Construction Manager shall provide the Owner with a list of the proposed key project personnel of the Construction Manager and its Subcontractors to be assigned to the Project. The key project personnel are defined as the Project Director/Executive Manager, Preconstruction Manager, Senior Project Manager, Project Manager, and Superintendent. This list shall include such information on the Construction Manager background of each of the assigned personnel as may be requested by the Owner, through the Owner's Representative. Such key personnel and consultants shall be satisfactory to the Owner and shall not be changed except with the consent of the Owner unless said personnel cease to be in the Construction Manager's (or its subcontractors, if applicable) employ. 4.3.3 AIRPORT SECURITY REQUIREMENTS/ SPECIAL IDENTIFICATION DISPLAY AREA (SIDA) BADGES 4.3.3.1 Contractor's employees may be required to operate in Airport secure areas. Contractor shall be required to obtain the Airport's Special Identification Display Area (SIDA) badges for any employee working in the secured area. Contractor shall comply, at its own expense, with the Transportation Security Authority (TSA) and the Airport's security requirements for the Airport including, but not limited to employee training and badging. Contractor shall cooperate with the TSA and the Airport on all security matters and shall promptly comply with any project security arrangements established by the Airport. Compliance with such security requirements shall not relieve Contractor of its responsibility for maintaining proper security for the above- noted items, nor shall it be construed as limiting in any manner Contractor's obligation with respect to all applicable federal, state and local laws and regulations and its duty to undertake reasonable action to establish and maintain secure RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 7 of 64 conditions at and around the Premises and throughout the Airport. All employees shall be properly badged and comply with all Airport safety and security rules. 4.3.3.2 To qualify for the badge, individual must be fingerprinted and have a background investigation completed. In addition, the Airport will conduct a background inquiry and require finger printing of all individuals who will be working on the secured side of the Airport screening point. This may also include collection of appropriate criminal history information, contractual and business associations and practices and reputation in the business community for the Contractor, as well as, its employees. 4.3.3.3 Contractor consents to such an inquiry and agrees to make available to the Airport such books and records the Airport deems necessary to conduct the review. 4.3.3.4 Contractor shall pay all costs associated with providing SIDA badges. 4.3.4 The Construction Manager understands and agrees that should the Owner's Representative or other Consultants provide the Construction Manager with any estimating or scheduling assistance, cost or time control recommendations or other consultation, recommendations or suggestions, any or all such activities on the part of the Owner's Representative, Consultant, or any other representative of the Owner shall in no way relieve the Construction Manager of the responsibility of fulfilling its obligations and responsibilities under this Agreement. ARTICLE 5 CONTRACT DOCUMENTS 5.1 The "Contract for General Construction Management Services" is comprised of the following documents: 5.1.1 This Agreement, including all attached documents, exhibits A through L, and other appendices; 5.1.2 Special conditions, if any; 5.1.3 The Request for Proposal No. 11-202 dated March 17, 2011, for Construction Manager at Risk Services for New Fixed Based Operator (FBO) Terminal 5.1.4 The Drawings, Specifications, and all Addenda now existing or issued hereafter, (see Exhibit C for Initial List of Drawings, Specifications and Addenda); 5.1.5 Any amendments executed by the Owner and the Construction Manager hereafter; 5.1.6 Approved Change Order(s) or field orders; 5.1.7 Statement of Non-Discrimination; 5.1.8 Conflict of Interest Form; 5.1.9 Acknowledgment of RFQ form and addenda; 5.1.10 Contractor Affidavit and Agreement for E-verify; 5.1.11 Subcontractor affidavits; 5.1.12 Non-Collusion Affidavit; and 5.1.13 Local Small Business Opportunity Program utilization and contract forms. 5.2 Documents not included or expressly contemplated in this Article 5 do not, and shall not, form any part of this Contract for General Construction Management Services. 5.3 The Owner shall furnish the Construction Manager with 5 sets of drawings and specifications and one CD-ROM with drawing and specification files in PDF format. Any additional copies of the Contract RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 8 of 64 Documents required by the Construction Manager for execution of the Project shall be made by the Construction Manager at its cost and expense from the reproducible sets, or electronic media furnished by the Owner. 5.4 The Owner makes no representation or warranty of any nature whatsoever to the Construction Manager concerning documents for the Project, including the plans and specifications for the Project. The Construction Manager hereby acknowledges and represents that it has not relied, and does not and will not rely, upon any representations or warranties by the Owner concerning such documents, as no such representations or warranties have been or are hereby made. 5.4.1 In the event of any conflict, discrepancy, or inconsistency among any of the documents which make up this Contract for General Construction Management Services, the following shall control: 5.4.1.1 As between figures given on plans and scaled measurements, the figures shall govern; 5.4.1.2 As between large-scale plans and small-scale plans, the large-scale plans shall govern; 5.4.1.3 As between plans and specifications, the requirements of the specifications shall govern; 5.4.1.4 As between this contract and the plans, specifications, General Conditions or general requirements, this contract, moreover its exhibits, shall govern. 5.4.1.5 Shop drawings and other submittals from the Construction Manager or its Subcontractors and Suppliers do not constitute a part of this Contract for General Construction Management Services. ARTICLE 6 SCOPE OF PROJECT 6.1 The Construction Manager shall provide all management, supervision, financing, goods, products, materials, equipment, systems, labor, services, permits, licenses, construction machinery, water, heat, utilities, transportation and any and all other facilities necessary for the proper execution and completion of the scope of the Project in accordance with all of the terms and conditions of this Contract for General Construction Management Services. The general nature of the scope of Project that the Construction Manager is to complete is briefly described as follows: 6.1.1 See Exhibit A— Scope of Work. ARTICLE 7 COMPENSATION FOR CONSTRUCTION MANAGER 7.1.1 Compensation for Pre-Construction and Construction Management Services shall be paid in accordance with Article 7.1.2 and 7.1.5. 7.1.2 Compensation for Pre-Construction Services. The Owner shall pay, and the Construction Manager shall accept, as full and complete payment for the Construction Manager's timely and complete performance of Pre-Construction Services, the Pre-Construction Services Fee of $15,000.00, portions of which will be paid _ monthly upon submittal of an invoice during the Pre-Construction phase of the project. 7.1.3 Guaranteed Maximum Price. Prior to performance of Construction Management Services and in accordance with the requirements set forth in, Exhibit A, the Construction Manager shall prepare and deliver to the Owner, with a copy to the Engineer and Owner's Representative, a Guaranteed Maximum Price proposal ("GMP Proposal") upon completion of Ninety percent (90%) of the Construction Documents. If the GMP Proposal is accepted in accordance with Exhibit A, and Exhibit G hereto is executed by the parties, the Owner shall issue a written notice to the Construction Manager ("Notice to Proceed") establishing the date construction is to commence (the "Commencement Date"). If the Owner does not RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 9 of 64 accept the GMP Proposal for any reason, its sole obligation to the Construction Manager shall be to pay the Pre-Construction Services Fee. 7.1.4 Compensation for Construction Management Senrices. The Owner shall pay, and the Construction Manager shall accept, as full and complete payment for Construction Management Services, the Construction Price ("the Construction Price") which shall not exceed the Guaranteed Maximum Price ("GMP"). 7.1.5 Construction Price — Amount. The Construction Price shall include, and is limited to, the total of: 7.1.5.1 The aggregate net cost of the Construction Manager's General Conditions ("General Conditions Cost"), as defined in Exhibit A, and included in the Construction Price ; 7.1.5.2 The aggregate net cost directly paid, or to be paid, by the Construction Manager to subcontractors and suppliers pursuant to written subcontracts to perform the Work ("Subcontracts CosY') or purchase orders to supply materials ("Material CosY'); and 7.1.5.3 The compensation for the Construction Manager's provision of management services pursuant to Exhibit A("Management Fee"), which is a lump sum fee of $258,491.00. 7.1.6 Within fourteen (14) calendar days after execution of the GMP Amendment, the Construction Manager shall prepare and present to the Owner's Representative and the Engineer, the Construction Manager's Cost Loaded Schedule as described in the Specifications. The Construction Manager's Cost Loaded Schedule shall be presented in the format, and with such detail and supporting information, specified in this Contract for Construction Management Senrices. The Construction Manager shall not artificially inflate any element of its Cost Loaded Schedule. Upon the Engineer's acceptance, the Cost Loaded Schedule shall be used as back- up to process and pay the Construction Manager's requests for payment. The Cost Loaded Schedule shall not be changed without written Change Order authorized by the Owner. 7.1.7 Within thirty (30) calendar days after receipt by the Owner of the Construction Manager's invoice, approved, by the Engineer, the Owner shall pay to the Construction Manager ninety percent (90%) of the total amount approved by the Engineer, withholding the balance as retainage, unless there is a dispute about the amount of compensation due the Construction Manager. The thirty (30) calendar days after receipt of the approved invoice is defined as the Payment Date. 7.1.8 If any portion of the Contract Amount is determined by the application of unit prices, the number of units contained in the Construction Manager's Cost Loaded Schedule is an estimate only, and the compensation to the Construction Manager shall be determined by the actual number of units incorporated in, or required by, the Project. 7.1.9 At least every thirty (30) calendar days after commencement of performance, but no more frequently than once a month, the Construction Manager shall submit applications for payment to the Engineer requesting payment for labor and senrices rendered during the preceding thirty (30) calendar days. Each invoice shall contain in electronic format such detail and be backed up with whatever supporting information the Engineer requests and shall at a minimum state: 7.1.9.1 The total Contract Amount; 7.1.9.2 The amount due for labor, materials and equipment incorporated into the Project; and with respect to amounts invoiced for materials or equipment necessary for the Project and properly stored at the Site (or elsewhere if offsite storage is approved in writing by the Owner), be accompanied by written proof that the Owner has title to such materials or equipment and that such material and equipment is fully insured against loss or damage; 7.1.9.3 A breakdown of the various phases or parts of the Project as related to the Contract Amount; 7.1.9.4 The value of the various phases or parts of the Project actually performed; 7.1.9.5 Previously invoiced amounts and credit for payments made; and 7.1.9.6 The total amount due, less the amount of retainage. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 10 of 64 Each application for payment shall include original hard copies of such lien waivers (partial or final) and other documentation verifying the Construction Manager's payment to subcontractors and suppliers. 7.1.10 The Engineer will review the Construction Manager's applications for payment, including such accompanying data, information and schedules as the Contract for General Construction Management Services requires, to determine the amounts due to the Construction Manager and, based upon such review, together with its inspections of the Project, shall authorize payment by the Owner to the Construction Manager in writing. Such authorization will constitute the Engineer's certification to the Owner that: 7.1.10.1 The Project described in the Construction Manager's applications for payment has progressed to the level indicated and has been perFormed in accordance with the Contract for General Construction Management Services; 7.1.10.2 All necessary and appropriate lien waivers have been submitted; and 7.1.10.3 The amount requested is currently due and owing to the Construction Manager. 7.1.11 The Engineer's approval of the Construction Manager's invoice shall not preclude the Owner from exercising any of its remedies under this Contract for General Construction Management Services. In the event of a dispute, payment shall be made on or before the Payment Date for amounts not in dispute, subject to any reductions made by the Owner. The Owner shall have the right to refuse to make payment and, if necessary, may demand the return of a portion or all of the amount previously paid to the Construction Manager due to: 7.1.11.1 The Construction Manager's failure to perform the work required in compliance with the requirements of this Contract for General Construction Management Services or any other agreement between the parties; 7.1.11.2 The Construction Manager's failure to correctly and accurately represent the Project performed in a payment request, or otherwise; 7.1.11.3 The Construction Manager's performance of the Project at a rate or in a manner that, in the Owner's opinion, is likely to result in the Project or any portion of the Project being inexcusably delayed; 7.1.11.4 The Construction Manager's failure to use funds previously paid the Construction Manager by the Owner, to pay the Construction Manager's Project-related obligations including, but not limited to, the Construction Manager's employees, subcontractors, material men, and suppliers; 7.1.11.5 Claims made, or likely to be made, against the Owner or its property; 7.1.11.6 Loss caused by the Construction Manager or the Construction Manager's subcontractors, or suppliers; or 7.1.11.7 The Construction Manager's failure or refusal to perform any of its obligations to the Owner. 7.1.12 If after forty-five (45) calendar days from the Payment Date the Owner, without cause or basis hereunder, fails to pay the Construction Manager any amounts then due and payable to the Construction Manager, the Construction Manager shall have the right, in addition to all other rights and remedies contained herein, to cease performance of Work on the Project until receipt of proper payment after first providing fourteen (14) calendar days written notice to the Owner of its intent to cease work. 7.1.13 All prior payments, whether based on estimates or otherwise, may be corrected and adjusted in any subsequent payment and shall be corrected and adjusted in the final payment. In the event that any invoice contains a defect or impropriety which would prevent payment by the Payment Date, the Owner shall notify the Construction Manager in writing of such defect or impropriety. Any disputed amounts determined by the RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 11 of 64 Owner to be payable to the Construction Manager shall be due thirty (30) calendar days from the date that the dispute is resolved. 7.1.14 The Construction Manager expressly warrants and guarantees to the Owner that: 7.1.14.1 Title to all goods, products, materials, equipment and systems covered by an invoice will pass to the Owner either by incorporation into the Project, or upon receipt of payment by the Construction Manager, whichever occurs first; 7.1.14.2 All goods, products, materials, equipment and systems covered by an invoice are free and clear of liens, claims, security interests or encumbrances; and 7.1.14.3 No goods, products, materials, equipment or systems covered by an invoice have been acquired by the Construction Manager, or its subcontractors or suppliers, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Construction Manager, or its subcontractors or suppliers. 7.1.15 The signature of the Construction Manager on any invoice constitutes the Construction Manager's certification to the Owner that the Construction Manager's services listed in the invoice have progressed to the level indicated and have been performed as required by this Contract for General Construction Management Services; the Construction Manager has paid its subcontractors and suppliers their proportional share of all previous payments received from the Owner; the amount requested is currently due and owing. 7.1.16 The Construction Manager shall incorporate into the Guaranteed Maximum Price Amount, and pay, all sales, consumer, use and similar taxes for goods, products, materials, equipment and systems incorporated into the Project which were legally required at the time of execution of this Contract for General Construction Management Services, whether or not yet effective or merely scheduled to go into effect. The Construction Manager shall secure, defend, protect, hold harmless, and indemnify the Owner from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants) relating to any taxes assessed or imposed upon, incurred by or asserted against the Owner by any taxing authority with respect to such taxes. The Construction Manager shall cooperate with and assist the Owner in securing qual�ed refunds of any sales or use tax paid by the Owner or Construction Manager on goods, products, materials, equipment or systems. Any refund secured shall be paid to the Owner. 7.1.17 Along with its Guaranteed Maximum Price proposal, the Construction Manager shall submit a detailed description of all assumptions and clarifications upon which the Guaranteed Maximum Price proposal is based. That document shall include, without limitation, a complete and exhaustive description of all of the work, services, materials, components, systems, functions, and features that are not expressly depicted in the GMP Drawings and Specifications but which are anticipated to be required for a fully functioning facility that will meet and support all aspects of the program and design intent, and will provide the quality, quantities, function reflected in, or reasonably inferable from, the GMP Drawings and Specifications. 7.1.18 Upon receipt of payment from the Owner, the Construction Manager shall pay each of its subcontractors and suppliers out of the amount received by the Construction Manager on account of such subcontractor's or supplier's portion of the work, the amount to which each entity is entitled, reflecting percentages actually retained from payments to the Construction Manager on account of such entity's portion of the work. The Owner shall have no obligation to pay, and shall not be responsible for payments to, the Construction Manager's subcontractors or suppliers. However, the Owner reserves the right, but has no duty, to make payment jointly to the Construction Manager and to any of its subcontractors or suppliers in the event that the Owner becomes aware that the Construction Manager fails to pay or unreasonably withholds payment from one or more of those entities. Such joint check procedure, if employed by the Owner, shall create no rights in favor of any person or entity beyond the right of the named payees to payment of the check and shall not be deemed to commit the Owner to repeat the procedure in the future. As a result to these actions, the Owner shall make notification to Surety. 7.1.19 Prior to being entitled to receive final payment, the Construction Manager must achieve Final Completion as RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 12 of 64 described in Article 18, and subject to the following procedure: 7.1.19.1 The Construction Manager shall submit a final accounting for the Construction Price and a final Application for Payment. 7.1.19.2 At the Owner's election and sole discretion, the Owner's auditors will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Engineer by the Construction Manager. 7.1.19.3 Based upon such Construction Price as the Owner's auditors report to be substantiated by the Construction Manager's final accounting, and provided the other conditions of this Section have been met, the Engineer will, within seven days after receipt of the written report of the Owner's auditors, either issue to the Owner a final certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Engineer's reasons for withholding a certificate. 7.1.19.4 In computing the amount to be cert�ed for payment, the Engineer may subtract the shortfall, if any, indicated by the Construction Manager in the documentation required to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation. 7.1.19.5 If the Owner's auditors report the Construction Price as substantiated by the Construction Manager's final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount as provided in Article 28. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Engineer's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Construction Manager. 7.1.19.6 Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Engineer's final Certificate for Payment. 7.1.19.7 The time periods stated in this Section supersede those stated elsewhere in the Contract. 7.1.20 The Owner shall, subject to its rights set forth above in this Article, make final payment of all sums due the Construction Manager within thirty (30) calendar days from the Engineer's execution of a final certificate for payment. 7.1.21 In no event shall the Construction Manager's total compensation for satisfactorily performing all of its duties under this Agreement exceed the GMP. If, however, upon Final Completion the Construction Price is less than the GMP, the difference between the GMP and final Construction Price shall constitute Savings. In that event, the Owner shall pay the Construction Manager, as additional compensation, a sum equal to thirty percent (30%) of the Savings Amount. ARTICLE 8 PERSONNEL, SUBCONTRACTORS, AND SUPPLIERS 8.1 One of the criteria that were used to select the Construction Manager to perform the Work under this contract was based on the proposed personnel to be assigned to the Project. The Construction Manager shall promptly inform the Owner in writing of any proposed replacements (before the replacements are made), along with the reasons for, and the names and qualifications of proposed replacements. The Owner shall have the right to reject any proposed replacement. 8.2 The Construction Manager shall not enter into any agreement with any Subcontractor or Supplier to which the Owner raises a reasonable, timely objection; and shall promptly inform the Owner in writing of any proposed replacements, the reasons therefore, and the name(s) and qual�cation(s) of proposed RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 13 of 64 replacements (before the replacements are made). The Owner shall have the right to reject any proposed replacement. 8.3 The Owner shall prepare and submit to the Construction Manager a list of Owner's Consultants, including the name and general duties for each consultant, retained by the Owner to provide services with respect to the Project. The Owner reserves the right to engage any other consultants who it may deem necessary. 8.4 The Construction Manager shall staff the Project with qualified and designated individuals and entities responsible for its obligations and performance. 8.4.1 The Construction Manager's Representative will senre as its primary communication contact with the Engineer. 8.4.2 The Construction Manager shall employ persons skilled in the tasks assigned to them and shall contract with subcontractors and suppliers skilled in the tasks assigned to them and capable of working harmoniously with all trades, crafts and other individuals on the Project. The Construction Manager shall use its best efforts to minimize the likelihood of any strike, work stoppage or other labor disturbance. 8.4.3 The Construction Manager shall immediately remove from the Site, for the duration of the Project, any person making an inappropriate religious, racial, sexual or ethnic comment, statement or gesture toward any other individual. 8.4.4 The Construction Manager shall immediately remove from the Site, for the duration of the Project, any person who is incompetent, careless, or not working in harmony. 8.4.5 The Construction Manager shall be responsible to the Owner for the acts and omissions of its agents and employees, consultants, subcontractors and suppliers. 8.4.6 The Construction Manager shall make every effort to limit the eating and consumption of foods to designated areas to avoid the infiltration of rodents and insects in the building. 8.4.7 Once the Roofing Work has been completed, the Construction Manager shall limit smoking to areas outside the building. Smoking inside the building once the roofing is completed shall be prohibited. If anyone is caught smoking inside the building after the roofing is completed they may be asked to leave the premises. Repeated violations under this clause will be cause for permanent removal of the offending personnel from the Project. 8.5 The Construction Manager shall enter into written contracts with its subcontractors and suppliers, and those written contracts shall be consistent with this Contract for General Construction Management Services. It is the intent of the Owner and the Construction Manager that the obligations of the Construction Manager's subcontractors and suppliers inure to the benefit of the Owner and the Construction Manager, and that the Owner be a third-party beneficiary of the Construction ManagePs agreements with its subcontractors and suppliers but expressly providing that subcontractors and suppliers have no third-party rights or other rights against the Owner. 8.5.1 The Construction Manager shall make available to each subcontractor and supplier, prior to the execution of written contracts with any of them, a copy of the pertinent portions of this Contract for General Construction Management Services, including those portions of the Contract Documents to which the subcontractor or supplier will be bound, and shall require that each subcontractor and supplier shall similarly make copies of applicable parts of such documents available to its respective subcontractors and suppliers. 8.5.2 The Construction Manager shall include in its written contracts with its subcontractors and suppliers a provision which contains the acknowledgment and agreement of the subcontractor or supplier that it has received and reviewed the applicable terms, conditions and requirements of this Contract for General Construction Management Senrices that are included by reference in its written contract with the Construction Manager, and that it will abide by those terms, conditions and requirements. Without limitation of the foregoing, all such contracts or other agreements shall conform to the applicable payment provisions of this Contract, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If any RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 14 of 64 subcontract is awarded on a cost-plus a fee basis, the Construction Manager shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager pursuant to the terms of this Contract. 8.5.3 The Construction Manager's written contracts with its subcontractors and suppliers shall preserve and protect the rights of the Owner and include the acknowledgment and agreement of each subcontractor or supplier that the Owner is a third-party beneficiary of the contract. The Construction Manager's agreements with its subcontractors and suppliers shall require that in the event of default under, or termination of, this Contract for General Construction Management Services, and upon request of the Owner, the Construction Manager's subcontractors and suppliers will perform services for the Owner. 8.6 The Construction Manager shall promptly resolve claims, complaints, labor disputes and disputes over assignment of Project tasks by and among its subcontractors and suppliers. 8.7 The Construction Manager shall comply, and shall ensure that all subcontractors of any level employed to perform any work on the Project comply, with all laws governing the eligibility of any person to work in the United States or in the State of Georgia, as well as laws requiring the reporting of such eligibility. 8.7.1 The Construction Manager shall require each and every subcontractor employed on the Project to certify, before it begins any work on the Project, that it is in compliance and will continue to comply with the requirements of Section 274A of the Immigration Reform and Control Act of 1986 (8 U.S.C. § 1324a) and any applicable state or local laws with request to the hiring, recruiting, or referral for employment of employees in the United States. The Construction Manager, on behalf of itself and all subcontractors, shall deliver copies of such certificates to the Owner. The Construction Manager's failure to deliver the required certificates shall be considered a material default under this Contract. 8.7.2 In addition to the foregoing, Construction Manager shall fully comply and shall require that all subcontractors of any tier performing any work on the Project fully comply with O.C.G.A. 13-10-91 as well as any amendments thereto that become effective during the course of this Project, Furthermore, the Construction Manager shall provide the Owner each affidavit or other submission required pursuant to Sections 300-10-1 of the regulations of the Georgia Department of Labor, as the same may be amended during the course of this Project. 8.7.3 To the fullest extent permitted by law, the Construction Manager shall indemnify, defend, and hold harmless the Owner, Engineer, Architect, and consultants, agents and employees of each of them from and against claims, damages, fines, penalties, punitive damages, losses and expenses, including but not limited to attomeys' fees, arising out of or resulting from the failure by the Construction Manager, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, to comply with any applicable contractual provision, statute, regulation, ordinance, or other legal requirement governing the eligibility of any person work in the United States, the verification or reporting of such eligibility, or otherwise governing the hiring, recruiting, or referral for employment of employees. ARTICLE 9 CONSTRUCTION SCHEDULE 9.1 The Construction Manager shall commence construction of the scope of the Project within ten (10) days after receipt of the Notice-to-Proceed. 9.2 The Construction Manager shall accomplish Substantial Completion of the following scope based on receiving a Notice To Proceed by July 22, 2011 9.2.1 Substantial Completion of the New FBO Building by March 14, 2012 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 15 of 64 9.3 The Construction Manager shall accomplish Final Completion of the scope of the Project by March 30, 2012. 9.4 The Construction Manager shall, within fourteen (14) calendar days following receipt of the Notice to Proceed, submit to the Owner an Interim Project Construction Schedule (as defined in the Project Specifications), in Critical Path Method format (or CPM), for his construction/erection scope of Project for the first 90-days of the Project, compatible in Primavera or MS Project format. The Owner will review the Construction Manager's Interim Project Construction Schedule to determine if it meets the specific requirements of the Provisional Project Schedule which is defined in Exhibit B. The Construction Manager shall, within sixty (60) calendar days following the receipt of the Notice-to- Proceed, submit to the Owner the Project Construction Schedule (as defined in the Project Specifications), in the same format indicated above. The Owner will review the Construction Manager's Project Construction Schedule to determine if it meets the specific requirements of the Provisional Project Schedule. 9.5 The Construction Schedule shall include all pertinent dates and periods for timely completion of the Project. 9.5.1 The Construction Schedule shall include and properly coordinate dates for performance of all divisions of the Work, including completion of off-Site requirements and tasks, so that the Work can be completed in a timely and orderly fashion consistent with the required dates of Substantial Completion and Final Completion. 9.52 The Construction Schedule shall include the date of the Notice-to-Proceed, the dates of Substantial Completion and the date of Final Completion; any guideline and milestone dates required by the Owner; any applicable subcontractor and supplier sub-schedules; a submittal schedule which allows sufficient time for review of documents and submittals; the complete sequence of construction by activity, with dates for beginning and completion of each element of construction; and required approval dates. 9.5.3 By reviewing the Construction Schedule, the Owner, the Engineer, and Architect do not assume any of the Construction Manager's responsibility that the Construction Schedule be coordinated or complete; or for timely and orderly completion by the required dates of Substantial Completion, Final Completion and any milestone dates required by the Owner. 9.5.4 The Construction Manager shall review, on a weekly basis, the actual status of the Project against the Construction Schedule. The Construction Manager shall discuss the status of the Project weekly with the Engineer, so that proper overall management may be provided. 9.6 If at any time the Construction Manager anticipates that performance of the Work will be delayed or in fact has been delayed, the Construction Manager shall immediately notify the Engineer of the probable cause of and effect from the delay, and possible alternatives to minimize the delay; and take all corrective actions reasonably necessary to deliver the Project by the required dates of Substantial Completion and Final Completion, and other milestone dates required by the Owner. 9.7 The Construction Manager shall determine and promptly notify the Engineer and Owner in writing when it believes adjustments to the required dates of Substantial Completion or Final Completion, or other milestone dates required by the Owner, are necessary, but no such adjustments shall be effective unless approved in writing by the Owner. 9.8 The Construction Manager may attempt to achieve Substantial Completion before the required dates of Substantial Completion. However, such planned early completion shall be for the Construction Manager's sole convenience and shall not create any additional Construction Manager rights or Owner obligations under this Contract for General Construction Management Services, nor shall it change the required dates of Substantial Completion or Final Completion. The Owner shall not pay the Construction Manager any additional compensation for achievement of Substantial Completion or Final Completion prior to the required dates nor will the Owner owe the Construction Manager any compensation should the Owner cause the Construction Manager not to achieve Substantial RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 16 of 64 Completion earlier than the required date of Substantial Completion or Final Completion earlier than the required date of Final Completion. 9.9 The Construction Manager may propose modifications to the required dates of Substantial Completion or Final Completion. The Owner may, but is not required to, accept the Construction Manager's proposal. Modifications to the required dates of Substantial Completion or Final Completion shall be accomplished only by duly authorized and accepted Change Order stating the new dates and confirmation that all references in this Contract for General Construction Management Services to the required dates of Substantial Completion or Final Completion shall thereafter refer to the dates as modified, and all rights and obligations, including the Construction Manager's liability for actual damages, delay damages and liquidated damages, shall be determined in relation to the dates as modified. 9.10 The Construction Manager shall provide documents to the Engineer for review in accordance with the schedule requirements and with sufficient lead time to allow the Engineers reasonable time for review. ARTICLE 10 BONDS 10.1 The Construction Manager shall provide payment and performance bonds. The amount of the premiums for such bonds shall be included in the Construction Price. Upon the execution of the GMP Amendment, the penal sum of each bond shall be 100% of the GMP. Each bond shall: 10.1.1 Be in a form approved by the Owner; 10.1.2 Incorporate by reference the terms of this Contract For General Construction Management Services; 10.1.3 Be executed by a company certified by the Secretary of the United States Department of Treasury pursuant to the Act of July 30, 1947 (61 Stat. 646, as amended; 6 U.S.C. 6-13) and listed in the most current U.S. Treasury Circular 570 document "Surety Companies Acceptable on Federal Bonds," as published in the Federal Register, and having a current A.M. Best rating of "A" (Superior) with a Financial Size Category of XII or better. 10.1.4 Be executed by a company licensed and authorized to do business in the state of Georgia; 10.1.5 Be accompanied by a power of attorney certifying that the persons executing the bond have the authority to do so. 102 The Construction Manager shall deliver any required bonds and powers of attorney to the Owner prior to commencement of the Work. 10.3 The bonding company that issues the bonds must be registered with The Surety Association of America (SAA). 10.4 The bonds shall remain in effect for a period of not less than two (2) years following the date of Substantial Completion or the time required to resolve any items of incomplete work and payment of any disputed amounts whichever time period is longer, or any statutory period applicable to Owner. 10.5 No surety will be accepted who is now in default or delinquent on any bonds or who is interested in any litigation against Owner. 10.6 Each surety shall designate an agent resident in the State of Georgia to whom any requisite notices may be delivered and on whom services of process may be had in matters arising out of such surety provider. ARTICLE 11 CONSTRUCTION MANAGER'S DUTIES, OBLIGATIONS AND RESPONSIBILITIES 11.1 The Construction Manager shall perform and complete its obligations under this Contract for General RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 17 of 64 Construction Management Services using its best skill and attention, and covenants with the Owner, to furnish management, supervision, coordination, labor and services which expeditiously, economically and properly completes the Work in the manner most consistent with the Owner's interests and objectives; which comply with the Contract Documents and this Contract for General Construction Management Services; and in accordance with the highest standards currently practiced by persons and entities performing or providing management, supervision, coordination, labor and services on projects similar in size, complexity and cost to this Project. 11.1.1 The Construction Manager shall not be required to provide services which constitute the practice of architecture or engineering except as provided in the Drawings or Specifications. 11.1.2 All services rendered by the Construction Manager for the Project shall be performed by or under the immediate supervision of persons possessing expertise in the discipline of the service being rendered. 11.1.3 The Construction Manager shall cooperate and communicate with the Owner and all other persons or entities as required for satisfactory completion of the Project. 11.1.4 The Construction Manager understands and acknowledges that the Project referred to in this Contract for General Construction Management Services may be only part of the Project and that the Project may include the construction of other structures or other construction activities on the same Site. The Construction Manager shall conduct all its activities so as not to interfere with the construction of, or operations within or from, other structures on the Site. 11.1.5 The Construction Manager shall not damage, endanger, compromise or destroy any part of the Project or the Site, including by way of example and not limitation, work being performed by others on the Site, monuments, stakes, benchmarks and other survey points, utility services, and existing features or structures on the Site. Should the Construction Manager damage, compromise or destroy any part of the Project or the Site, the Construction Manager shall be fully and exclusively responsible for and bear all costs associated therewith for any repairs required to bring the condition back to the original state prior to when the damage occurred. 11.2 The Construction Manager shall: 11.2.1 Comply with all applicable laws, statutes, building codes, rules, regulations and lawful orders of all governmental, public authorities and agencies having jurisdiction over the Project; 11.2.2 Prepare and file documents required to obtain, and shall obtain, all necessary approvals and permits, including building permits, of all governmental authorities having jurisdiction over the Project; 11.2.3 Give all notices required of it by governmental authorities relating to the Project. 11.3 Safety shall be a prime concern of the Construction Manager at all times. The Construction Manager shall be solely responsible for and have control over the means, methods, techniques, sequences and procedures for coordinating and constructing the Project, including Site safety and safety precautions and programs. 11.3.1 The Construction Manager shall, concurrently with perFormance, maintain detailed records of safety related activities on the Site. 11.4 The Construction Manager shall maintain at the Site one copy of all drawings, specifications, addenda, approved shop drawings, Change Orders, submittals, and other modifications in good order and accurately marked depicting all changes as they occur during construction. The as-built drawings shall be available at all times to the Owner, the Engineer, the Architect, the Owner's Representative, Owner's Consultants, and quality control and testing agency personnel. The drawings shall be neatly and clearly marked in color during construction to record all variations made during construction, and the Construction Manager shall include such supplementary notes and details necessary to clearly and accurately represent as-built construction. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 18 of 64 11.5 The Construction Manager shall not by any means: 11.5.1 Induce any person or entity employed in the construction of the Project to give up any part of the compensation to which that person or entity is entitled; 11.5.2 Confer on any governmental, public official having any authority or influence over the Project, any payment, loan, subscription, advance, deposit of money, services or anything of value, present or promised; 11.5.3 Offer nor accept any bribes or kick-backs in connection with the Project from or to any individual or entity, including any of its trade contractors, subcontractors, consultants, suppliers or manufacturers of Project goods and materials; 11.5.4 Without the express written permission of the Owner, call for or by exclusion require or recommend the use of any subcontractor, consultant, product, material, equipment, system, process or procedure in which the Construction Manager has a direct or indirect proprietary interest. 11.6 The Construction Manager shall develop and implement a quality management program to insure quality construction. Unless otherwise specified in this Contract for General Construction Management Services, the Owner shall select the quality control and testing agencies and pay for the cost of specified measures and tests required by the Contract Documents. The Construction Manager shall coordinate all tests and inspections required by the Contract Documents, and the Construction Manager shall arrange for tests and inspections to be conducted as necessary to avoid any interference with the progress of work. No claims for extension of time or extra costs will be allowed on account of any testing, retesting, inspection, re-inspection, or rejection of work when defective or deficient work is found. 11.7 The Construction Manager shall immediately notify the Engineer, both orally and in writing, of the nature and details of all incidents which may adversely affect the quality or progress of the work including, but not limited to, union jurisdictional disputes, accidents, delays, damages to work and other significant occurrences. 11.8 Hazardous Materials 11.8.1 The term "Hazardous Material" means any hazardous or toxic substance, material, or waste, which is or becomes regulated by any local governmental authority or the United States Government. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) defined as a"hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" or similar term under any laws now or hereafter enacted by the United States or the State of Georgia or any political subdivision thereof, or (ii) designated a "hazardous substance" pursuant to the Federal Water Pollution Control Act, 33 U.S.C. § 1317, or (iii) defined as a"hazardous waste" pursuant to the Federal Resource Conservation and Recovery Act, 42 U.S.C.§ 6901 et seq., or (iv) defined as a"hazardous substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. 11.8.2 Contractor shall not cause or permit any Hazardous Material to be brought, kept or used in or about the Airport by Contractor, its agents, employees, subcontractors, or invitees. Without limiting the foregoing, if the presence of any Hazardous Material in the Airport caused or permitted by Contractor results in any contamination of the Airport, Contractor shall promptly take all actions at its sole expense as are necessary to return the Airport to the conditions existing prior to the introduction of such Hazardous Material to the Airport; provided that AirporYs approval of such actions, and the corrective actions to be used by Contractor in connection therewith, shall first be obtained. 11.8.3 The Construction Manager shall notify the Engineer and Owner immediately, both orally and in writing, of the presence and location of any physical evidence of, or information regarding, environmental contamination on the Site (including but not limited to Hazardous Substances and RFP 11-202 Construction Manager ae Risk Services New FBO Terminal Page 19 of 64 petroleum releases) of which it becomes, or reasonably should have become, aware. If the Construction Manager encounters environmental contamination (including but not limited to Hazardous Substances and petroleum releases), the Construction Manager shall immediately stop performance of work or that portion of the work affected by or affecting such contamination; secure the contaminated area against intrusion; not disturb or remove the contamination; not proceed, or allow any subcontractor or supplier to proceed, with any work or other activities in the area affected by such contamination until directed to do so by the Engineer; and take any other steps necessary to protect life and health. 11.9 The Construction Manager shall perform the work so as not to interrupt any operations of the Owner on the Site. 11.9.1 The Construction Manager understands and acknowledges that the Owner may need access to or use of certain areas of the Site or Project prior to the Construction Manager's achievement of Substantial Completion, and that such occupancy, access or use shall not constitute the Owner's acceptance of any Project. 11.9.2 The Construction Manager shall not enter any Owner-occupied area of the Site or Project unless first approved and scheduled by the Owner. The Construction Manager understands and acknowledges that the Owner may incur damages if the Owner's operations on the Site are interrupted or impaired as a result of the work. 11.9.3 The Construction Manager shall afford the Owner's own forces, and other consultants, trade contractors, subcontractors and suppliers, access to the Site for performance of their activities, and shall connect and coordinate its construction and operations with theirs as required by the Contract Documents. 11.10 The Construction Manager shall, through the Engineer, schedule and coordinate all equipment and systems start-ups within its scope of the Project. 11.10.1 The Construction Manager shall provide the Owner with operation and maintenance manuals and other operational documentation not less than ten (10) calendar days prior to the required date of Substantial Completion to allow adequate time for training prior to commissioning and the Owner's occupancy of the Project. 11.10.2 The Construction Manager shall meet with the Owner's personnel not less than ten (10) calendar days prior to the required date of Substantial Completion to familiarize and train them with respect to maintenance and use of the Project. The appropriate personnel will attend and assist with such familiarization and training. 11.11 The Construction Manager shall resolve all questions concerning the Contract Documents with the Engineer. 11.12 The Construction Manager shall provide water, gas and electrical services at the Site. The Construction Manager shall be responsible for providing and paying for connections to, extensions from and means of using these utilities. The Construction Manager will pay utility company bills for water, gas and electrical services which is required for the Project, and which passes through the Owner's meters, if any. The Construction Manager shall pay for water, gas and electrical services up to and including the date of Substantial Completion. ARTICLE 12 GOODS, PRODUCTS AND MATERIALS 12.1 The Construction Manager shall furnish goods, products, materials, equipment and systems which: 12.1.1 Comply with this Contract for General Construction Management Services; 12.1.2 Conform to applicable specifications, descriptions, instructions, drawings, data and samples; 12.1.3 Are new (unless otherwise specified or permitted) and without apparent damage; 12.1.4 Are of quality, strength, durability, capacity or appearance equal to or higher than that required by the Contract Documents; RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 20 of 64 12.1.5 Are free from defects; and 12.1.6 Are beyond and in addition to those required by manufacturers' or suppliers' specifications where such additional items are required by the Contract Documents. 12.2 All goods, products, materials, equipment and systems named or described in the Contract Documents, and all others furnished as equal thereto shall, unless specifically stated otherwise, be furnished, used, installed, employed and protected in strict compliance with the specifications, recommendations and instructions of the manufacturer or supplier, unless such specifications, recommendations or instructions deviate from accepted construction practices, or the Contract Documents, in which case the Construction Manager shall so inform the Engineer and shall proceed as directed by the Engineer, provided that there are no additional costs associated with the directives. The Construction Manager shall coordinate all trade contracts, and subcontracts to verify compatibility of goods, products, materials, equipment and systems, and the validity of all warranties and guarantees, required by the Contract Documents. 12.3 The Construction Manager shall inform the Owner of goods, products, materials, equipment or systems which the Construction Manager knows or should have known are unsuitable or unavailable at the time of bid submission, and claims relating to or arising out of claims that goods, products, materials, equipment or systems are unsuitable or unavailable shall not be entertained by the Owner unless the Construction Manager, subcontractor, or supplier notified the Owner in writing at the time of bid submission, along with proposed alternatives. Approval by the Architect or Engineer of substitute goods, products, materials, equipment or systems does not mean or imply final acceptance if such items is defective or not as previously represented. Should the Construction Manager furnish any approved goods, products, materials, equipment or systems different from or in addition to those required by the Contract Documents which require supplemental materials or installation procedures different from or in addition to those required for specified items, the Construction Manager shall provide such at no increased cost to the Owner. The Construction Manager shall coordinate the work of those subcontractors and suppliers whose work will be installed before and after the installation of any approved alternative or substitute so that there will be no conflicts or additional work required to be performed. The Owner will not be responsible for any costs associated with the failure of the Construction Manager to coordinate the Work. 12.4 The Construction Manager shall provide security for the Project, until Final Completion, including but not limited to security for its work in progress and for the goods, products, materials, equipment, systems, construction machinery, tools, devices and other items required, used or to be used for its scope of the work. The Construction Manager shall be responsible for selecting the type of security that they choose to employ or use in connection with the Project. ARTICLE 13 SUBMITTALS 13.1 The Construction Manager shall include a schedule for all anticipated submittals in the Schedule that they prepare in accordance with Article 9. The schedule shall include the submittals required by each section of the specifications; be in a format acceptable to the Engineer; and set forth specific dates for submission of the listed submittals. The Construction Manager shall review and approve all submittals prior to submission to the Engineer. 13.2 The Construction Manager shall in timely fashion review, approve if appropriate and forward submittals to the Engineer for review and approval along with such detail and information as the Engineer requires. No part of the Work requiring a submittal shall be fabricated or performed until such approval has been given. 13.3 The Engineer and the Architect are responsible to the Owner, but not to the Construction Manager, to verify that the submittals conform to the design concept and functional requirements of the plans and specifications, that the detailed design portrayed in shop drawings and proposed equipment and materials shown in submittals are of the quality specified and will function properly, and that the submittals comply with the Contract for General Construction Management Services. The Engineer or the Architect will review and approve, reject or take other appropriate action on submittals such as shop RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 21 of 64 drawings, product data, samples and proposed equal materials or equipment and requested substitutions within not more than the lesser of fourteen (14) calendar days or as required by the Schedule, and will not approve any submittals unless such submittals conform with the Project design concept; and this Contract for General Construction Management Services. No submittal shall be deemed to provide, substitute for, or waive notice of any variance from the requirements of the Drawings and Specifications. The review or approval of submittals by the Architect or the Engineer shall not constitute acceptance of materials or equipment furnished or installed if such materials or equipment is defective or not as represented by approved submittals or as otherwise required by the Contract Documents. The Construction Manager remains responsible for details and accuracy, for confirming and correlating all quantities and dimensions, for selecting fabrication processes, for techniques of assembly, and for performance of the Work. 13.4 If either the Architect or the Engineer makes any changes to the approved submittals which will require a change in the contract amount, the Construction Manager shall follow the change procedures required elsewhere in this agreement, prior to performing the Work. If the Construction Manager proceeds with the Work prior to receiving a Change Order to the Contract, the Construction Manager waives their right to obtain further compensation for the change. 13.5 All Work shall be performed in accordance with approved submittals. Approval of submittals by the Architect or the Engineer does not relieve the Construction Manager from complying with this Contract for General Construction Management Services, including all plans and specifications, except as changed by Change Order. ARTICLE 14 CONSTRUCTION MANAGER'S QUALITY ASSURANCE 14.1 During the course of Work, the Construction Manager shall inspect and promptly reject any work which does not conform to the Contract Documents; or which does not comply with any applicable law, statute, building code, rule or regulation of any governmental, public authorities and agencies having jurisdiction over the Project. 14.1.1 The Construction Manager shall promptly correct or require the correction of all rejected work, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Construction Manager shall be responsible for all costs of correcting such work, including additional testing and inspections and compensation for all services and expenses necessitated by such correction. 14.1.2 The Construction Manager shall be responsible for the cost of correcting destroyed or damaged work, whether completed or partially completed, of the Owner or other trade contractors or subcontractors caused by the Construction Manager's correction or removal of rejected work. 14.2 If a portion of the Work has been concealed, the Construction Manager shall, if notified to do so by the Engineer, uncover the designated portion for observation and then replace it. 14.2.1 If the designated portion of the Work was concealed contrary to the request of the Engineer, or to requirements specifically expressed in the Contract Documents, the Construction Manager shall receive no additional compensation for the costs of uncovering and replacement or modification of the Construction Schedule. 142.2 If the designated portion of the Work was concealed prior to a specific request by the Engineer that it remain uncovered, the Construction Manager shall receive additional compensation for the costs of uncovering and replacement or modification of the Construction Schedule only if the designated portion of the Work was in conformance with the Contract Documents. ARTICLE 15 CHANGES TO THE PROJECT 15.1 The Construction Manager understands and agrees that this Contract for General Construction Management Services cannot be changed except as provided herein. No act, omission or course of RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 22 of 64 dealing by the parties shall alter the requirement that modifications of this Contract can be accomplished only by written documents signed by the parties. 15.2 One or more changes to the Project within the general scope of this Contract may be ordered by Change Order. The Construction Manager shall proceed with any such changes, and all changes shall be accomplished in strict accordance with the terms and conditions of Article 15. 15.2.1 With respect to such requests for changes by the Construction Manager, the Construction Manager shall prepare and submit Change Order request to the Engineer. 15.2.2 The Construction Manager shall promptly review and respond to Change Order requests submitted by the Engineer. 15.2.3 When requested to do so, the Construction Manager shall prepare and submit to the Engineer drawings, specifications or other data in support of a Change Order request. 15.2.4 Each Change Order request shall include time and monetary impacts of the change. 15.3 The Owner will not be responsible for any change in the Project involving extra costs unless approval in writing is furnished by the Owner before such Work begins. The Engineer does not have authority to order changes to the Project that involve changes in cost or time. The Engineer, without the Owner's prior approval, may authorize or direct the Construction Manager to make minor changes in the Project which are consistent with the intent of the Contract Documents and which do not involve a change in Project cost, time for construction, scope, or approved design elements, and the Construction Manager shall promptly carry out such changes. Any such minor changes shall be implemented by written field order and executed by the Construction Manager. 15.3.1 No act or omission shall alter the requirement that Change Orders shall be in writing and signed by the Owner, and that Change Orders are the exclusive method for effecting any adjustment to compensation or applicable schedules. The Construction Manager understands and agrees, on behalf of itself and its subcontractors and suppliers, that neither compensation nor applicable schedules can be changed by implication, oral agreement, or unwritten Change Order. 15.4 The Owner may unilaterally direct the Construction Manager to implement changes in the Project so long as the Work the Owner is requiring is not outside of the general scope of this Contract for General Construction Management Services, and the Construction Manager, upon written direction from the Owner, shall proceed with such change. 15.5 The Engineer will administer and manage all Change Order requests and Change Orders and will prepare required drawings, specifications and other supporting data as necessary in connection with minor changes, Change Order requests and Change Orders. 15.6 Any change in the Contract Amount resulting from a Change Order shall be determined as follows: 15.6.1 By mutual agreement between the Owner and the Construction Manager as evidenced by the change in the Contract Amount being set forth in the Change Order, such change in the Contract Amount, together with any conditions or requirements relating thereto, being initialed by both parties and the Construction Manager's execution of the Change Order. If, and to the extent, the change involves work of one or more subcontractors, the overhead and profit component for subcontractors shall be fifteen percent (15%) and the overhead and profit component for the Construction Manager shall be seven percent (7%) of the amount allocable for subcontracted work. If the change involves only work of the Construction Manager, the component for overhead and profit shall be fifteen percent (15%). 15.62 If no mutual agreement occurs between the Owner and the Construction Manager, the change in the Contract Amount, if any, shall be derived by determining the reasonable actual costs incurred or savings achieved, resulting from revisions to the Project. Such reasonable actual costs or savings shall include a component for overhead and profit. If, and to the extent, the change involves work of one or more subcontractors, the overhead and profit component for subcontractors shall be fifteen percent (15%) and the overhead and profit component for the Construction Manager shall be seven percent (7%) of the amount RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 23 of 64 allocable for subcontracted work. If the change involves only work of the Construction Manager, the component for overhead and profit shall be fifteen percent (15%). Any such costs or savings shall be documented in the format and with such content and detail as the Engineer requires. 15.6.3 The overhead and profit for any change shall be applied to the net cost of the change, after all applicable savings and credits have been applied. 15.6.4 The overhead and profit component for any change includes the cost of bonds and insurance. 15.6.5 By the unit prices included in Exhibit H. Payment for work provided by the unit prices will be compensated as described in the specifications. 15.7 With respect to all Change Order requests involving credit to the Owner or additional compensation to the Construction Manager, the Construction Manager shall obtain the best possible price quotations from their subcontractors and suppliers; they should review such quotations to ascertain whether they are reasonable; prepare an itemized estimate together with appropriate supporting data, including reasonable expenditures by, and savings to, those performing the work involved in the proposed change; and provide a reasonable price quotation to the Engineer. 15.7.1 If the Engineer determines that the Change Order requests is unreasonable, the Construction Manager shall, in writing, justify the quotations or provide additional back-up to support the request. If after review of the additional information the Engineer determines that the quotation is unreasonable, the Owner may require the Project be performed on a time and material basis along with the applications of the mark-ups indicated in Article 15.6.2. 15.8 Upon receipt of a field order or Change Order, changes in the Work shall be promptly performed. All changes in the Work shall be performed under applicable conditions of the Contract Documents. 15.9 If there is a dispute that a change has occurred; whether a change in the Work will result in adjustment of compensation or applicable schedules; or as to the amount of any adjustment of compensation or applicable schedules, the change shall be carried out if the Owner so directs. The Construction Manager shall notify the Owner in writing prior to performance of the Work which is the subject of the dispute and the party disputing the decision of the Owner recites the reasons for its dispute in the written notice. Failure to notify the Owner in writing shall constitute a waiver of any claim resulting from the change. 15.10 In the event a Change Order request is approved by the Owner in the absence of an agreement as to cost, time, or both, the Engineer will receive and maintain all documentation pertaining thereto; examine such documentation on the Owner's behalf; take such other action as may be reasonably necessary or as the Owner may request; and make a written recommendation to the Owner concerning any appropriate adjustment in the Contract Amount or Construction Schedule. 15.11 The execution of a Change Order by the Construction Manager shall constitute conclusive evidence of the Construction Manager's agreement to the ordered changes in the Work, this Contract as thus amended, the Contract Amount and the time for performance by the Construction Manager. The Construction Manager, by executing the Change Order, waives and forever releases any claim against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the Work included within or affected by the executed Change Order. 15.12 The Construction Manager shall notify and obtain the consent and approval of the Construction Manager's Surety with reference to all Change Orders if such notice, consent or approvals are required by the Owner, the Engineer, and the Construction Manager's Surety, or by law. The Construction Manager's execution of the Change Order shall constitute the Construction Manager's warranty to the Owner that the Surety has been notified of, and consents to, such Change Order and that the Surety shall be conclusively deemed to have been notified of such Change Order and to have expressly consented thereta ARTICLE 16 CLAIMS AND LIENS • RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 24 of 64 16.1 The Construction Manager shall immediately notify Engineer and the Owner, both orally and in writing, of the nature and details of any mechanics' liens, construction liens, or claims of any type made by anyone against the Owner, the Owner's Representative, the Engineer, the Architect, the Construction Manager or any subcontractor or supplier of any of them or against the Project whether or not such claims arise from the Project. 16.2 The Construction Manager shall take all action necessary to obtain the prompt discharge of any liens or claims filed against the Project provided that the Owner has paid the Construction Manager for the work giving rise to the lien. If any lien or claim filed against the Project is not discharged and released by the claimant, the Construction Manager shall, within a reasonable period of time, but in no event more than fourteen (14) calendar days after request and at its own cost, promptly obtain discharge and release of, or indemnity for, such lien or claim by providing or filing, as appropriate, the requisite bond. If the Construction Manager fails to have any such lien or claim discharged and released, or fails to provide or file the requisite bond, the Owner shall have the right to pay all sums necessary to obtain such a discharge and release, and the Construction Manager shall bear all expenses incurred by the Owner in so doing. 16.3 Each claim against the Owner for additional compensation, additional time, or both, shall be initiated in writing submitted to the Owner and the Engineer. Such claim shall be delivered to the Owner and the Engineer no later than ten (10) calendar days after the event, or the first appearance of the circumstances, causing the claim, and same shall set forth in detail all known facts and circumstances supporting the claim. 16.4 The Construction Manager and the Owner shall continue their respective performance hereunder regardless of the existence of any claims submitted by the Construction Manager. 16.5 In the event the Construction Manager seeks to make a claim of any kind, as a condition precedent to any liability of the Owner, the Construction Manager shall strictly comply with the requirements of Article 16.3 above and such claim shall be made by the Construction Manager before proceeding to execute any affected Work. Failure by the Construction Manger to provide the required notice shall constitute a waiver by the Construction Manager of the claim. 16.6 In connection with any claim by the Construction Manager against the Owner for compensation in excess of the Contract Amount, any liability of the Owner for the Construction Manager's cost shall be strictly limited to direct cost incurred by the Construction Manager and shall in no event include indirect cost or consequential damages of the Construction Manager. The Owner shall not be liable to the Construction Manager for claims of third-parties including subcontractors, unless and until liability of the Construction Manager has been established in a court of competent jurisdiction. 16.7 Notwithstanding anything to the contrary in the Contract Documents, an extension in the Contract time, to the extent permitted under Section 8.3.1, is the sole remedy of the Contractor for any (1) delay in the commencement, prosecution or completion of any Work; (2) hindrance or obstruction in the performance of the Work; (3) loss of productivity; or (4) other similar claims (collectively referred to in this Section as "Delays") whether or not such Delays are foreseeable, unless such Delay is caused solely by acts of the Owner, constituting active interference with the Contractor's pertormance of the Work, and only to the extent such acts continue after the Contractor furnishes the Owner with such notice of such interFerence. In no event is the Contractor entitled to any compensation or recovery of any damages, in connection with any Delay, including, without limitation, consequential damages, lost opportunity costs, impact damages or other similar remuneration. The Owner's exercise of any of its rights or remedies under the Contract Documents (including, without limitation, ordering changes in the Work or directing suspension, rescheduling or correction of the work), regardless of the extent or frequency of the Owner's exercise of such rights and remedies, must not be construed as active interferences with the Contractor's performance of the Work. 16.8 The date for achieving Substantial Completion or, as applicable, final completion will not be extended due to bad weather (excepting bad weather which precludes access to the project site) after the Project is enclosed or for normal bad weather. The time for Substantial Completion as stated in the Contract includes an allowance for calendar days (Monday through Sunday) on which the Construction Manager agrees that he may expect to lose calendar days due to bad weather, in accordance with the following table, on Work to be performed out-of-doors. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 25 of 64 January 8 days July 4 days February 8 days August 2 days March 7 days September 2 days April 6 days October 3 days May 4 days November 4 days June 3 days December 6 days At the time the Project is enclosed, if the total accumulated number of scheduled Working days lost due to weather exceeds the total accumulated number derived from the table above, time for completion shall be extended by such excess. No change in the Contract Amount will be authorized because of adjustment of contract time due to weather. ARTICLE 17 PROJECT ARCHITECT AND PROJECT ENGINEER 17.1 In the event the Owner should find it necessary or convenient to replace the Architect or the Engineer, the Owner shall retain a replacement and the role of the replacement shall be the same as the role of the Architect or the Engineer, as applicable. Unless otherwise directed by the Owner in writing, the Architect and the Engineer will perform those duties and discharge those responsibilities allocated to each in this Contract. 17.2 The duties, obligations and responsibilities of the Construction Manager under this Contract for General Construction Management Services shall in no manner whatsoever be changed, altered, discharged, released, or satisfied by any duty, obligation or responsibility of the Architect or the Engineer. The Construction Manager is not a third-party beneficiary of any contract by and between the Owner, the Engineer, and the Architect, or any of them. It is expressly acknowledged and agreed that the duties of the Construction Manager to the Owner are independent of, and are not diminished by, any duties of the Engineer and Architect to the Owner. 17.3 The Engineer will visit the Site with sufficient frequency for familiarization with the progress and quality of the work and to inspect the work to determine compliance of the work with this Contract for General Construction Management Services, including approved shop drawings and other submittals; the Construction Schedule; and applicable laws, statutes, building codes, rules or regulations of all governmental, public authorities and agencies having jurisdiction over the Project. 17.4 The Engineer may disapprove or reject work which does not comply with this Contract for General Construction Management Services including approved shop drawings and other submittals; or applicable laws, statutes, building codes, rules or regulations of any governmental, public authorities and agencies having jurisdiction over the Project. 17.5 The Engineer will review and evaluate the results of all inspections, tests and written reports required by this Contract for General Construction Management Services and by any governmental entity having jurisdiction over the Project. The Engineer will take appropriate action on test results, including acceptance, rejection, requiring additional testing or corrective Project, or such other action deemed appropriate by the Engineer. The Engineer will promptly reject work which does not conform to and comply with testing requirements. 17.6 The Engineer may require inspection or testing of any work in addition to that required by this Contract for General Construction Management Services or governmental entities having jurisdiction over the Project when such additional inspections and testing is necessary or advisable, whether or not such work is then fabricated, installed or completed. The Engineer will take appropriate action on all such special testing and inspection reports, including acceptance, rejection, requiring additional testing or corrective work, or such other action deemed appropriate by the Engineer. 17.7 The Engineer or the Architect will, when requested to do so in writing by the Construction Manager, promptly and so as to cause no unnecessary delay, render written or graphic interpretations and decisions necessary for the proper execution of the work. The Architect's interpretations and decisions RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 26 of 64 relating to artistic effect shall be final if not inconsistent with this Contract for General Construction Management Services. 17.8 The Engineer will review applications for payment, including such accompanying data, information and schedules as the Contract requires, to determine the amounts due to the Construction Manager and shall authorize payment to the Construction Manager in writing to the Owner. After the Project is determined to be finally complete and the Engineer determines that the Construction Manager has completed the Project, the Engineer will determine whether the Construction Manager is entitled to final payment, and if so will so certify to the Owner in writing. ARTICLE 18 SUBSTANTIAL AND FINAL COMPLETION 18.1 Substantial Completion of the Project shall be defined to have occurred when a Certificate of Substantial Completion has been issued by the Engineer, and the required documentation has been produced for each Substantial Completion scope. 18.2 When the Construction Manager believes that the Project is substantially complete, the Construction Manager shall notify the Engineer that the Project is ready for a Substantial Completion Inspection. 18.3 Prior to the Substantial Completion Inspection, the Construction Manager shall prepare and furnish to the Engineer a letter requesting a Substantial Completion Inspection, which at a minimum must: 18.3.1 Provide a blank line for entry of the date of Substantial Completion. The date of Substantial Completion will fix the commencement date of warranties and guaranties and allocate between the Owner and the Construction Manager responsibility for security, utilities, damage to the work and insurance; 18.3.2 Include a list of items to be completed or corrected and state the time within which the listed items will be completed or corrected, along with the cost to complete each item; 18.3.3 Provide signature lines for the Owner, the Construction Manager and the Engineer. 18.4 Upon receipt of notification from the Construction Manager, the Engineer will coordinate with the Owner's Representative, their Consultants, and the Construction Manager on a date for inspection of the Project to determine whether the Project is substantially complete. 18.5 During the inspection to determine whether the Project is substantially complete, the Engineer will: 18.5.1 Inspect the Project; 18.5.2 Provide a list of items to be completed or corrected; 18.5.3 Determine, in consultation with the Owner's Representative, whether Substantial Completion of the Project has occurred. 18.6 If the Project is determined not to be substantially complete, the Construction Manager shall continue working until the Project is substantially complete and the inspection process shall be repeated at no additional cost to the Owner until the Project is determined to be substantially complete. 18.7 On or prior to the required date of Substantial Completion, the Construction Manager shall deliver to the Engineer keys, permits, the certificate of occupancy, and other necessary and customary documents and items required for the Owner's occupancy and use of the Project for its intended purpose. The Engineer will obtain and review Substantial Completion documentation and items, and will inform the Construction Manager of any deficiencies. 18.8 When the Owner, the Construction Manager and the Engineer agree that the Project is substantially complete, and the Construction Manager has produced the required Substantial Completion documentation, they shall sign the Certificate of Substantial Completion stating that the Project is substantially complete and establishing the actual date of Substantial Completion. The Certificate of Substantial Completion shall also include a list of and timeline for the completion of the items needing completion and correction. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 27 of 64 18.9 Final Completion of the Project shall be deemed to have occurred when the Project passes a Final Completion Inspection, and when the Construction Manager has produced all required close-out documentation and items. Final Completion shall not be deemed to have occurred and no final payment shall be due the Construction Manager or any of its subcontractors or suppliers until the Project has passed the Final Completion Inspection and all required Final Completion close-out documentation and items have been submitted to the Engineer by the Construction Manager. 18.10 When the Construction Manager believes that the Project is finally complete, the Construction Manager shall notify the Engineer that the Project is ready for a Final Completion Inspection. 18.11 Upon receipt of such notification from the Construction Manager, the Engineer will coordinate with the Owner's Representative and the Construction Manager and schedule a date for inspection of the Project to determine whether the Project is finally complete. 18.12 At the Final Completion Inspection to determine whether the Project is finally complete, the Engineer will: 18.12.1 Inspect the Project; 18.12.2 Determine whether all items on the list included with the Certificate of Substantial Completion have been satisfactorily completed and corrected; 18.12.3 Determine whether the completed Project complies with this Contract for General Construction Management Services; and all applicable laws, statutes, building codes, rules or regulations of all governmental, public authorities and agencies having jurisdiction over the Project. 18.12.4 The Engineer shall determine whether the required inspections and approvals by the local building officials having jurisdiction over the Project have been satisfactorily completed; and determine, in consultation with the Owner's Representative, whether the Project is finally complete. 18.13 If the Project is not finally complete, the Construction Manager shall continue to work to complete the Project, and the inspection process shall be repeated at no additional cost to the Owner, until the Project is finally complete. 18.14 On or prior to the date of Final Completion, the Construction Manager shall deliver to the Engineer the following Final Completion close-out documentation and items: 18.14.1 All operating, maintenance, and instruction manuals not previously produced during Substantial Completion and required maintenance stocks; 18.14.2 Two (2) sets of as-built drawings and markups; 18.14.3 Certification and affidavit that all insurance required of the Construction Manager beyond final payment, if any, is in effect and will not be canceled or allowed to expire without notice to the Owner; 18.14.4 Written consent of the surety to release final payment; 18.14.5 Full, final and unconditional waivers of inechanics or construction liens, releases of Construction Manager's trust fund or similar claims, and release of security interests or encumbrances on the Project property from each contractor, subcontractor, supplier or other person or entity who has, or might have a claim against the Owner or the Owner's property; 18.14.6 Full, final and unconditional certification and affidavit that all of the Construction Manager's obligations to contractors, subcontractors, suppliers and other third parties for payment for labor, materials or equipment related to the Project have been paid or otherwise satisfied; 18.14.7 All written warranties and guarantees relating to the labor, goods, products, materials, equipment and systems incorporated into the Project, endorsed, countersigned, and assigned as necessary; RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 28 of 64 18.14.8 All affidavits, releases, bonds, waivers, permits and other documents necessary for final close-out of Project; 18.14.9 A list of any items due but unable to be delivered and the reason for non-delivery; 18.14.10 Any other documents reasonably and customarily required or expressly required herein for full and final close-out of the Project. 18.15 The Engineer will review and determine the sufficiency of all Final Completion close-out documentation and items required for Final Completion which are submitted by the Construction Manager, and will immediately inform the Construction Manager about any deficiencies and omissions. ARTICLE 19 CONSTRUCTION MANAGER'S WARRANTIES AND GUARANTEES 19.1 In addition to the warranties and guarantees set forth elsewhere in this Contract for General Construction Management Services, the Construction Manager, upon request by the Owner or the Engineer, shall promptly correct all failures or defects in the Project for a period of one (1) year after the actual date of Substantial Completion. 19.1.1 The Construction Manager shall schedule, coordinate and participate in a walk-through inspection of the Project one month prior to the expiration of the one-year warranty period, and shall notify the Owner's Representative, the Engineer, and any required subcontractors and suppliers of the date of, and request their participation in, the walk-through inspection. The purpose of the walk-through inspection will be to determine if there are any defects or failures which require correction. 19.1.2 Should the Construction Manager fail to promptly correct any failure or defect, the Owner may take whatever actions it deems necessary to remedy the failure or defect and the Construction Manager shall promptly reimburse the Owner for any expenses or damages it incurs as a result of the Construction Manager's failure to correct the failure or defect. 19.2 In addition to the warranties and guarantees set forth elsewhere herein, the Construction Manager expressly warrants and guarantees to the Owner: 19.2.1 That the Work complies with the Contract Documents; and all applicable laws, statutes, building codes, rules and regulations of all governmental, public authorities and agencies having jurisdiction over the Project. 19.2.2 That all goods, products, materials, equipment and systems incorporated into the Project conform to applicable specifications, descriptions, instructions, drawings, data and samples and shall be and are new (unless otherwise specified or permitted) and without apparent damage or defect; of quality equal to or higher than that required by the Contract Documents; 19.2.3 That all management, supervision, labor and services required for the Project shall comply with this Contract for General Construction Management Services and shall be and are performed in a good workmanlike manner. 19.3 The Construction Manager shall require that all of its subcontractors and suppliers provide written warranties, and guarantees to the Owner and the Construction Manager, in a form identical to the warranties, and guarantees required in the Contract for General Construction Management Services, including the warranties, and guarantees required in this Article. Standard warranties and guarantees provided by the material or product manufacturer will be acceptable provided that they comply with the requirements in Article 19. 19.4 The warranties and guarantees required in this Article shall be in addition to all other warranties, express, implied or statutory, and shall survive the Owner's payment, acceptance, inspection of or failure to inspect the Project, and review of the Contract Documents. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 29 of 64 19.5 Nothing contained in Article 19.1, shall be construed to establish a period of limitation with respect to the Construction Manager's obligations under this Contract for General Construction Management Services. Paragraph 19.1 relates only to the Construction Manager's specific obligations with respect to the Project, and has no relationship to the time within which the Construction Manager's contractual obligations under this Contract for General Construction Management Services may be enforced, nor to the time within which proceedings may be commenced to establish the Construction Manager's liability with respect to any contractual obligations pursuant to Article 19.1 or contained elsewhere herein. 19.6 Unless otherwise specified, all of the Construction Manager's warranty and guaranty obligations, including the time periods for all written warranties and guarantees of specifically designated equipment required by the Construction Documents, shall begin on the actual date of Substantial Completion. ARTICLE 20 OWNER'S DUTIES, OBLIGATIONS AND RESPONSIBILITIES 20.1 The Owner shall timely compensate the Construction Manager in accordance with this Contract for General Construction Management Services. 20.2 Unless otherwise required to be provided by the Construction Manager in its scope of services, the Owner shall secure and pay for all Project testing. 20.3 The Owner shall review documents prepared by the Construction Manager in a timely manner and in accordance with schedule requirements. Review by the Owner shall be solely for the purpose of determining whether such documents are generally consistent with the Owner's intent. No review of such documents shall relieve the Construction Manager of any of its responsibilities. 20.4 The Owner shall not have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Project, nor shall the Construction Manager, for any of the foregoing purposes, be deemed the agent of the Owner. 20.5 If required for the Project, the Owner shall furnish a certified land survey of the Site, giving as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the Site; locations, dimensions and data pertaining to existing buildings, other improvements and trees; and full information concerning available service and utility lines, both public and private, above and below grade, including inverts and depths. 20.6 The Owner shall pay for the services of a soils engineer or other consultants, when such services are deemed necessary by the Engineer or Owner's Representative, to provide reports, test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining subsoil, air and water conditions, with appropriate Engineer interpretations thereof. This does not relieve the Construction Manager of the responsibility for providing the testing required in the Contract Documents. 20.7 The Owner shall pay for structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law that are not otherwise called for in this Agreement. 20.8 The Owner shall furnish such legal, accounting, and insurance counseling services as the Owner may deem necessary for the Project and such auditing services as may be required to ascertain how, or for what purposes, the Construction Manager has used the moneys paid to it under the Construction Contract. 20.9 All services, information, surveys and reports required of the Owner shall be furnished at the Owner's expense and the Construction Manager shall be entitled to rely upon their accuracy and completeness. 20.10 The Owner shall furnish information and approvals required of it expeditiously, for orderly progress of the Work. 20.11 If it is customary for the Construction Manager to obtain any permits and/or licenses, the Owner shall pay for and the Construction Manager shall request, expedite, and obtain all necessary permits, licenses, approvals, easements, assessments, and charges required for the construction, use or occupancy of permanent structures or for permanent changes in any existing facilities. If it is not customary for the Construction Manager to obtain any permits and/or licenses, then the Engineer shall coordinate this on behalf of the Owner. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 30 of 64 20.12 The Owner shall provide the Construction Manager with all written and tangible material in its possession concerning conditions below ground at the Site. 20.13 If the Project involves an existing structure, the Owner shall provide the Construction Manager with all available as-built drawings, record drawings, plans, specifications and structure system information with respect to such structure. 20.14 The Owner will provide the Construction Manager with the Provisional Project Schedule of pertinent Project dates and key milestone dates in Exhibit B. ARTICLE 21 LIQUIDATED DAMAGES 21.1 The parties hereto mutually understand and agree that time is of the essence in the performance of this Contract for General Construction Management Services, and that the Owner will incur damages if the Project is not completed on time. The Construction Manager shall at all times carry out its duties and responsibilities as expeditiously as possible and shall begin, perform and complete its services so that the Project progresses in accordance with the Construction Schedule; the Project is substantially completed by the required date of Substantial Completion; and the Project is finally complete by the date of Final Completion. 21.2 The parties hereto mutually understand and agree that the Owner will sustain substantial monetary and other damages in the event of a failure or delay by the Construction Manager in the completion of the Project. 21.2.1 If the Construction Manager inexcusably fails to achieve Substantial Completion by the required dates of Substantial Completion as established and previously set forth in this Contract for General Construction Management Services, the Construction Manager shall pay to the Owner, as liquidated damages for delay and not as a penalty, the daily amount of $1,000.00 for each and every day beginning March 30, 2012 until Substantial Completion. This liquidated damages provision shall apply and remain in full force and effect in the event that the Construction Manager is terminated by Owner for default and shall apply until Substantial Completion has been achieved by any completing Construction Manager. 21.3 Not used. 21.4 If the Construction Manager is delayed at any time in the progress or performance of the Project by acts or omissions of the Owner or Architect; major changes ordered by the Owner in the scope of Project; fire; unusual delays in transportation; adverse unusual weather conditions not reasonably anticipated by the Construction Manager; unavoidable casualties; causes beyond the Construction Manager's control which the Owner agrees in writing are justifiable; or any other cause which the Owner determines may justify the delay, the Construction Schedule shall be extended for a period equal to the length of such delay, but only if such delay is not in any way caused by default or collusion on the part of the Construction Manager or by any cause which the Construction Manager could reasonably control or circumvent; the Construction Manager would have otherwise been able to timely perform all of its obligations under this Contract for General Construction Management Services but for such delay; and immediately but not later than seven (7) calendar days after the beginning of any such delay the Construction Manager gives notice of its delay claim to the Owner. 21.5 If the Owner believes that the date of Substantial Completion will be inexcusably delayed; or that the Construction Manager will fail to achieve Final Completion by the date of Final Completion, the Owner shall be entitled, but not required, to withhold from any amounts otherwise due the Construction Manager the daily amount specified for liquidated damages in this Article for each calendar day of the unexcused delay. 21.5.1 If and when the Construction Manager overcomes the delay in timely achieving Substantial Completion or Final Completion, or any part thereof, for which the Owner has withheld payment, the Owner shall promptly release to the Construction Manager those funds withheld, but no longer applicable, as liquidated damages. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 31 of 64 21.5.2 Delay caused by labor disputes, picketing, employee boycotts, or the like which directly or indirectly involves employees of the Construction Manager or its subcontractors and suppliers is not the responsibility of the Owner and will result in time extensions only if agreed to in writing by the Owner at the time such events occur, and any such modifications to the schedule will be done at no additional expense to the Owner. ARTICLE 22 CONCEALED AND UNFORESEEN CONDITIONS 22.1 If the Construction Manager encounters concealed and unforeseen conditions of an unusual nature which affect the performance of the Project; or the conditions vary from those indicated by the Contract Documents; and such conditions are not ordinarily found to exist or differ materially from those generally recognized as inherent in Project of the character provided by the Construction Manager, the Construction Manager shall promptly, but in no event later than three (3) calendar days after first observance of the conditions, notify the Architect before conditions are disturbed and give the Architect the opportunity to observe the condition in its undisturbed state. 22.1.1 The conditions will be promptly investigated and, if they differ substantially and cause a material increase or decrease in the Construction Manager's cost of, or time required for, performance of the Work, compensation or time for performance or both will be equitably adjusted. 22.1.2 All adjustments in compensation or extensions of time shall be by Change Order. Change Order requests must be made within fourteen (14) calendar days from the date of observation of the changed conditions. 22.2 The Construction Manager's failure to notify the Architect as provided in this Article shall constitute a waiver of any claim arising out of or relating to such concealed or unknown condition. ARTICLE 23 CONSTRUCTION MANAGER'S RECORDS 23.1 The Construction Manager shall, concurrently with performance of its services, prepare substantiating records regarding services rendered and goods furnished. 23.2 The Construction Manager shall retain in its records copies of all written communications; memoranda of verbal communications; accounting records (including original estimates and estimating sheets, purchase orders and invoices); job site notes; daily logs; reports; notices; all subcontract files (including proposals of successful and unsuccessful bidders); Change Order files (including documentation covering negotiated settlements); written policies and procedures, records necessary to evaluate and verify direct and indirect costs (including by way of example overhead allocations, payroll records, time sheets, rental receipts, fixed asset records); and other documents such as plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, accounting records, documents reflecting the unit price of construction and other writings or things which document the work, its design, its cost, and its construction. 23.2.1 The Construction Manager's accounting and control systems shall be satisfactory to the Owner. 23.2.2 The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy at Owner's expense, the Construction Manager's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. 23.2.3 The Construction Manager shall maintain substantiating records for seven (7) years after the date of Final Completion or for any longer period of time as may be required by law or good construction practice. If the Construction Manager receives notification of a dispute or the commencement of litigation regarding the Project within this seven-year period, the RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 32 of 64 Construction Manager shall continue to maintain all Project records until final resolution of the dispute or litigation. 23.2.4 The Construction Manager shall, upon seven (7) days request from the Owner, secure from its subcontractors and suppliers copies of the documents indicated in Article 23.2. 23.2.5 Upon the request of the Owner, the Construction Manager shall make its records available during normal business hours to the Owner, its authorized representative(s) or to any state, federal or other regulatory authority. Any such authority, the Owner and its authorized representative(s) shall be entitled to inspect, examine, review and copy the Construction Manager's records at the copying party's reasonable expense, within adequate Project space at the Construction Manager's facilities. Failure by the Construction Manager to supply substantiating records from itself and its subcontractors and suppliers upon the request of the Owner shall be reason to exclude the related costs from amounts which might otherwise be payable by the Owner pursuant to this Contract for General Construction Management Services. ARTICLE 24 PROPRIETARY DOCUMENTS AND CONFIDENTIALITY 24.1 All information, documents, and electronic media furnished by the Owner to the Construction Manager belong to the Owner; are considered proprietary and confidential; are furnished solely for use on the Owner's Project; shall be kept confidential by the Construction Manager; and shall not be used by the Construction Manager on any other project or in connection with any other person or entity, unless disclosure or use thereof in connection with any matter other than services rendered to the Owner hereunder is specifically authorized in writing by the Owner in advance. The Owner hereby grants to the Construction Manager a limited license to use and reproduce applicable portions of the Contract Documents necessary for execution of the Project. All copies made under this license shall bear the statutory copyright notice, if any, shown on the documents. 24.2 All information, documents, and electronic media prepared by or on behalf of the Construction Manager for the Project are the sole property of the Owner free of any retention rights of the Construction Manager. The Construction Manager hereby grants to the Owner an unconditional right to use, for any purpose whatsoever, any information, documents or electronic media prepared by or on behalf of the Construction Manager for the Project, free of any copyright claims, trade secrets or other proprietary rights with respect to such documents. 24.3 The Construction Manager shall not disclose any information it receives from the Owner to any other person or entity except to the extent necessary to allow it to perform its duties under this Contract for General Construction Management Services. 24.4 Because it is difficult to separate proprietary and confidential information from that which is not, the Construction Manager shall instruct its employees and agents to regard all information which is not in the public domain as information which is proprietary and confidential. 24.5 Submission or distribution of documents to meet official regulatory requirements or for other required purposes in connection with the Project is not to be construed as publication in derogation of the Owner's common law copyrights or other reserved rights. ARTICLE 25 INSURANCE REQUIREMENTS 25.1 The Construction Manager shall provide the Insurance as described in Exhibit D ARTICLE 26 OWNER'S RIGHT TO STOP WORK 26.1 If the Construction Manager fails or refuses to perform or fails to correct defective work as required, or persistently fails to carry out the Work in accordance with the Contract for General Construction RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 33 of 64 Management Services, the Owner may, by written notice, order the Construction Manager to cease and desist in performing the Work or any portion of the Work until the cause for the order has been eliminated to the satisfaction of the Owner. Upon receipt of such instruction, the Construction Manager shall immediately cease and desist as instructed by the Owner and shall not proceed further until the cause for the Owner's order has been corrected, no longer exists, or the Owner instructs that the work may resume. 26.1.1 The Construction Manager shall not be entitled to an adjustment in the time for performance or the Contract Amount under this clause since such stoppages are considered to be the fault of the Construction Manager. 26.1.2 The right of the Owner to stop work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Construction Manager or others. 26.1.3 In the event the Owner issues instructions to cease and desist, and in the further event that the Construction Manager fails and refuses with seven (7) calendar days to provide adequate assurance to the Owner that the cause of such instructions will be eliminated or corrected, then the Owner shall have the right, but not the obligation, to carry out the work or any portion of the work with its own forces, or with the forces of another Construction Manager, and the Construction Manager shall be responsible for the cost of performing such Work by the Owner. 26.1.4 The rights set forth herein are in addition to, and without prejudice to, any other rights or remedies the Owner may have against the Construction Manager. ARTICLE 27 TERMINATION OR SUSPENSION OF CONTRACT 27.1 The Owner may terminate this Contract for General Construction Management Services for cause if the Construction Manager materially breaches this Contract for General Construction Management Services, including without limitation by: 27.1.1 Refusing, failing or being unable to properly manage or perform work on the Project; 27.1.2 Refusing, failing or being unable to supply the Project with sufficient numbers of workers, properly skilled workers, proper materials, or maintain applicable schedules; 27.1.3 Refusing, failing or being unable to make prompt payment to subcontractors or suppliers; 27.1.4 Disregarding laws, ordinances, rules, regulations or orders of any public authority having jurisdiction over the Project; 27.1.5 Refusing, failing or being unable to substantially perform in accordance with the terms of the Contract for General Construction Management Services as determined by the Owner, or as otherwise defined elsewhere herein; 27.1.6 Refusing, failing or being unable to substantially perform in accordance with the terms of any other agreement between the Owner and Construction Manager. 27.2 Upon the occurrence of any of the events described in Paragraph 27.1, the Owner may give written notice to the Construction Manager setting forth the nature of the default and requesting cure within seven (7) calendar days from the date of the notice. At any time thereafter, if the Construction Manager fails to initiate the cure or if the Construction Manager fails to expeditiously continue such cure until complete, the Owner may give written notice to the Construction Manager of immediate termination, and the Owner, without prejudice to any other rights or remedies, may take any or all of the following actions: 27.2.1 Complete all or any part of the Project, including supplying workers, material and equipment which the Owner deems expedient to complete the Project; 27.2.2 Contract with others to complete all or any part of the Project, including supplying workers, material and equipment which the Owner deems expedient to complete the Project; RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 34 of 64 27.2.3 Take such other action as is necessary to correct such failure; 27.2.4 Take possession of all materials, tools, construction equipment and machinery on the Site owned or leased by the Construction Manager; 27.2.5 Directly pay the Construction Manager's subcontractors and suppliers compensation due to them from the Construction Manager; 27.2.6 Finish the Project by whatever method the Owner may deem expedient; 27.2.7 Require the Construction Manager to assign the Construction Manager's right, title and interest in any or all of Construction Manager's subcontracts or orders to the Owner. 27.3 If the Owner terminates the Contract for General Construction Management Services for cause, and the Owner takes possession of all materials, tools, construction equipment and machinery on the Site owned or leased by the Construction Manager, the Construction Manager's compensation shall be increased by fair payment, either by purchase or rental at the election of the Owner, for any materials, tools, construction equipment and machinery items retained, subject to the Owner's right to recover from the Construction Manager the Owner's damages resulting from the termination. 27.4 If the Owner terminates this Contract for General Construction Management Services for cause, and it is subsequently determined by a court of competent jurisdiction that such termination was without cause, then in such event, said termination shall be deemed a termination for convenience as set forth in Paragraph 27.6. 27.5 The Construction Manager may terminate this Contract for General Construction Management Services for cause if the Owner materially breaches this Contract for General Construction Management Services by: 27.5.1 Refusing, failing or being unable to make prompt payment to the Construction Manager without just cause; 27.5.2 Disregarding laws, ordinances, rules, regulations or orders of any public authority having jurisdiction over the Project; or refusing, failing or being unable to substantially perform in accordance with the terms of this Contract for General Construction Management Services or any other agreement between the Owner and the Construction Manager. 27.5.3 Upon the occurrence of any of the events described in Paragraph 27.5, the Construction Manager may give written notice to the Owner setting forth the nature of the default and requesting cure within seven (7) calendar days from the date of notice. If the Owner fails to cure the default within seven (7) calendar days, the Construction Manager, without prejudice to any rights or remedies, may give written notice to the Owner of immediate termination. 27.6 The Owner may at any time give written notice to the Construction Manager terminating this Contract for General Construction Management Services or suspending the Project, in whole or in part, for the Owner's convenience and without cause. If the Owner suspends the Project for its convenience, the Construction Manager shall immediately reduce its staff, services and outstanding commitments in order to minimize the cost of suspension. 27.7 If this Contract For Construction is terminated by the Construction Manager pursuant to Paragraph 27.5; terminated by the Owner pursuant to Paragraph 27.6; or suspended more than three months by the Owner pursuant to Paragraph 27.6, the Owner shall pay the Construction Manager specified amounts due for work actually performed prior to the effective termination date and reasonable costs associated with termination. The Owner may agree to additional compensation, if any, due to the Construction Manager. Absent agreement on the additional amount due the Construction Manager, the Owner shall pay the Construction Manager: 27.7.1 Reasonable costs incurred in preparing to perform the terminated portion of the Project, and in terminating the Construction Manager's performance, plus a fair and reasonable allowance for overhead and profit thereon (such profit shall not include anticipated profit or consequential damages); provided, however, that if it appears that the Construction Manager RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 35 of 64 would not have profited or would have sustained a loss if the Project had been completed, no profit shall be allowed or included, and the amount of compensation shall be reduced to reflect the anticipated rates of loss, if any; 27.7.2 Reasonable costs of settling and paying claims arising out of the termination of subcontracts or supplier orders. These costs shall not include amounts paid in accordance with other provisions hereof. 27.8 If this Contract for General Construction Management Services is terminated by the Owner for cause pursuant to Paragraph 27.1, no further payment shall be made to the Construction Manager until Final Completion of the Project. At such time, the Construction Manager shall be paid the remainder of the Contract Amount less all costs and damages incurred by the Owner as a result of the default of the Construction Manager, including liquidated damages applicable thereto. The Construction Manager shall reimburse the Owner for any additional costs or expenses incurred. 27.9 Irrespective of the reason for termination or the party terminating, the total sum paid to the Construction Manager shall not exceed the Contract Amount, as properly adjusted, reduced by the amount of payments previously made and penalties or deductions incurred pursuant to any other provision of this Contract for General Construction Management Services, and shall in no event include duplication of payment. 27.10 Irrespective of the reason for termination or the party terminating, if this Contract for General Construction Management Services is terminated, the Construction Manager shall, unless notified otherwise by the Owner: 27.10.1 Immediately stop work; 27.10.2 Terminate outstanding orders and subcontracts; 27.10.3 Settle the liabilities and claims arising out of the termination of subcontracts and orders; 27.10.4 Transfer title and deliver to the Owner such completed or partially completed work, and, if paid for by the Owner, materials, equipment, parts, fixtures, information and such contract rights as the Construction Manager has. 27.11 The right to terminate or suspend the Project shall not give rise to a duty on the part of either the Owner or the Construction Manager to exercise that right for the benefit of the Owner, the Construction Manager or any other persons or entities. 27.12 If the Construction Manager fails to file a claim within one (1) year from the effective date of termination, the Owner shall pay the Construction Manager only for services actually performed and expenses actually incurred prior to the effective termination date. ARTICLE 28 APPLICABLE LAW AND DISPUTE RESOLUTION 28.1 This Contract for General Construction Management Services shall be deemed to be entered into in and shall be interpreted under the laws of the state of Georgia. 28.2 Except as expressly prohibited by law: 28.2.1 All legal actions hereunder shall be conducted only in Superior Court of Richmond County and having subject matter jurisdiction over the matter in controversy; except that any final judgment may be enforced in other jurisdictions in any manner provided by law; 28.2.2 The choice of jurisdiction and venue described in the preceding paragraph shall be mandatory and not permissive in nature, thereby precluding the possibility of litigation or trial in anyjurisdiction or venue other than that specified herein; 28.2.3 The parties waive any right to assert the doctrine of forum non conveniens or to object to venue. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 36 of 64 28.3 In case of any dispute, claim, question or disagreement arising from or relating to the Project or arising out of this Contract for General Construction Management Services or the breach thereof, the parties shall first attempt resolution through mutual discussion. 28.4 If the parties cannot resolve any dispute, claim, question, or disagreement arising from or relating to the Project or arising out of this Contract for General Construction Management Services or the breach thereof through mutual discussion, as a condition precedent to any litigation, the parties shall in good faith participate in private, non-binding facilitative mediation seeking a just and equitable solution satisfactory to all parties. 28.4.1 All parties to mediation shall promptly provide all other parties to the mediation with copies of essential documentation relevant to the support or defense of the matter being mediated. 28.4.2 The parties shall not be required to mediate for a period greater than ninety (90) calendar days unless otherwise agreed to in writing by the parties. The parties shall share equally any administrative costs and fees of such proceedings, but shall each be responsible for their own expenses otherwise incurred. 28.4.3 In the event that the statute of limitations would run during the required mediation period, either party may institute litigation so as to avoid the running of such statute upon the condition that such party immediately seek a stay of such litigation pending the conclusion of the mediation period. 28.4.4 During the course of inediation, any party to the mediation may apply for injunctive relief from any court of competent jurisdiction until the mediation period expires or the dispute is otherwise resolved. 28.4.5 The Owner, the Engineer, the Architect, the Construction Manager, and any other parties involved in any way in the design or construction of the Project are bound, each to each other, by this requirement to mediate prior to commencement of any litigation, provided that they have signed this Contract for General Construction Management Services or an agreement that incorporates this Contract for General Construction Management Services by reference or signed any other agreement which binds them to mediate. Each such party agrees that it may be joined as an additional party to a mediation involving other parties under any such agreement. In the case where more than one mediation is begun under any such agreement and any party contends that the mediations are substantially related, the mediations may be conducted by the mediator selected in the first mediation which was commenced. 28.5 Neither party to this Contract for General Construction Management Services shall enter into any contract with regard to the Project which directly or indirectly gives the right to resolve any dispute with, involving, or affecting the other to any other person or legal entity which is in conflict with the dispute resolution procedures required by this Article. 28.6 In case of a dispute relating to the Project, or arising out of this Contract for General Construction Management Services, no party to this Contract for General Construction Management Services shall be required to participate in or be bound by, any mediation proceedings. 28.7 The Owner and the Construction Manager agree that pending the resolution of any dispute, controversy, or question, the Owner and the Construction Manager shall each continue to perform their respective obligations without interruption or delay, and the Construction Manager shall not stop or delay the performance of the Project. ARTICLE 29 DAMAGES AND REMEDIES 29.1 The Construction Manager shall, at its expense, promptly correct, repair, or replace all goods, products, materials, systems, labor and services which do not comply with the warranties and guarantees set RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 37 of 64 forth in this Contract for General Construction Management Services, or any other applicable warranty or guarantee. 29.2 The Construction Manager shall promptly reimburse the Owner for any expenses or damages incurred by the Owner as a result of the Construction Manager's failure to substantially perform the Work in accordance with the terms of this Contract for General Construction Management Services; breach of the warranties and guarantees set forth in this Contract for General Construction Management Services or any other applicable warranty or guarantee; or other deficiencies or omissions of the Construction Manager. 29.3 The Owner's selection of one or more remedies for breach of this Contract for General Construction Management Services contained herein shall not limit the Owner's right to invoke any other remedy available to the Owner under this Contract for General Construction Management Services or by law. 29.4 The Construction Manager shall not be entitled to, and hereby waives any monetary claims for or damages arising from or related to, lost profits, lost business opportunities, unabsorbed overhead or any indirect consequential damages. 29.5 The Owner is entitled to interest on all amounts due from the Construction Manager that remain unpaid thirty (30) days after the amount is deemed due, whether as a result of a resolution of a dispute or otherwise. Any such interest shall be calculated by the same method as set forth in Article 7.13. ARTICLE 30 MISCELLANEOUS PROVISIONS 30.1 This Contract for General Construction Management Services represents the entire and integrated agreement between the Owner and the Construction Manager, and supersedes all prior negotiations, representations or agreements, either written or oral, for the Project. This Contract for General Construction Management Services may be amended only by written instruments signed by both the Owner and the Construction Manager, and is subject to such reasonable modifications as may be required by the Owner's lenders or insurers. 30.2 If any provision of this Contract for General Construction Management Services, or the application thereof, is determined to be invalid or unenforceable, the remainder of that provision and all other provisions shall remain valid and enforceable. 30.3 No provision of this Contract for General Construction Management Services may be waived except by written agreement of the parties. A waiver of any provision on one occasion shall not be deemed a waiver of that provision on any subsequent occasion, unless specifically stated in writing. A waiver of any provision shall not affect or alter the remaining provisions of this Contract for General Construction Management Services. 30.4 No failure of the Owner to insist upon strict compliance by the Construction Manager with any provision of this Contract for General Construction Management Services shall operate to release, discharge, modify, change or affect any of the Construction Manager's obligations. 30.5 This Contract for General Construction Management Services shall inure solely to the benefit of the parties hereto and their successors and assigns, and, except as otherwise specifically provided in this Contract for General Construction Management Services, nothing contained in this Contract for General Construction Management Services is intended to or shall create a contractual relationship with, or any rights or cause of action in favor of, any third party against either the Owner or the Construction Manager. 30.6 All provisions of this Contract for General Construction Management Services which contain continuing obligations shall survive its expiration or termination. 30.7 The Construction Manager shall not assign any or all of its benefits or executory obligations under this Contract for General Construction Management Services without the approval of the Owner, except in case of assignment to a wholly owned subsidiary. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 38 of 64 30.8 Whenever renderings, photographs of renderings, photographs of models, photographs, drawings, announcements, or other illustration or information of the Project are released for public information, advertisement or publicity, appropriate and proper credit for architectural and other services shall be given to the Engineer and Owner respectively and shall not be released without prior permission of the Owner. 30.9 The payment of any sums by the Owner shall not constitute a waiver of any claims for damages by the Owner for any breach of the Agreement by the Construction Manager. 30.10 Except where specifically stated otherwise, all periods of time stated in terms of days shall be considered periods calculated in calendar days. 30.11 The headings or captions within this Agreement shall be deemed set forth in the manner presented for the purposes of reference only and shall not control or otherwise affect the information set forth therein or interpretation thereof. 30.12 For the purpose of this Agreement unless the context clearly indicates otherwise, the singular includes the plural, and the plural includes the singular. 30.13 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and the counterparts shall constitute one and the same instrument, which shall be sufficient evidence by any one thereof. 30.14 Non-discrimination. The Contractor shall not discriminate against any employee, or applicant for employment, because of race, creed, religion, color, sex or national origin, marital status, physical handicap or sexual orientation. Further, Contractor agrees, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, that (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use Airport, (2) in the furnishing of services at Airport, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, and (3) Contractor shall use Airport facilities in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152 and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as such Title and Regulations may be amended. ARTICLE 31 INDEMNIFICATION 31.1 Notwithstanding anything to the contrary contained herein, the Construction Manager shall indemnify and hold harmless the Owner, the Owner's Representative, the Board of Commissioners, the Aviation Commissioners, elected officials their agents, and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the Construction Manager's performance o� failure to perform its obligations under this Agreement or from any claim, damage, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or destruction of personal and/or real property including the loss of use resulting therefrom and caused by any negligent act or omission of the Construction Manager, anyone directly or indirectly employed by the Construction Manager or anyone for whose acts the Construction Manager may be liable. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Article. 31.1.1 To the fullest extent permitted by law, the Construction Manager, for itself and for its subcontractors and suppliers, and the respective agents, employees and servants of each, expressly waives any and all immunity or damage limitation provisions available to any agent, employee or servant under any Workers or Workmen's compensation acts, disability benefit acts or other employee benefit acts, to the extent such statutory or case law would otherwise limit the amount recoverable by the Owner or the Owner's Related Parties pursuant to the indemnification provision contained in the paragraph above. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 39 of 64 31.2 Except as otherwise set forth in this Agreement, the Construction Manager, the Engineer, the Architect, the Owner's Representative, and the Owner shall not be liable to each other for any delays in the performance of their respective obligations and responsibilities under this Agreement which arise from causes beyond their control and without their fault or negligence, including but not limited to, any of the following events or occurrences: fire, flood, earthquake, epidemic, atmospheric condition of unusual severity, war, and strikes. The Owner shall not be liable to the Construction Manager for acts or failures to act by the Architect or the Engineer. 31.3 To the fullest extent permitted by law, the Construction Manager shall defend, protect, hold harmless, and indemnify the Owner, the Owner's Representative, and the other Owner Consultant's from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants), by whomsoever brought or alleged, for infringement of patent rights, copyrights, or other intellectual property rights, except with respect to designs, processes or products of a particular manufacturer expressly required by the Owner or Engineer in writing. If the Construction Manager has reason to believe the use of a required design, process or product is an infringement of a patent, the Construction Manager shall be responsible for such loss unless such information is promptly given to the Owner. ARTICLE 32 CONSTRUCTION MANAGER'S REVIEWS AND EVALUATIONS 32.1 The Construction Manager acknowledges its continuing duty to review and evaluate the Contract Documents during the performance of its services and shall immediately notify the Engineer about any problems, conflicts, defects, deficiencies, inconsistencies or omissions it discovers in or between the Contract Documents; and variances it discovers between the Contract Documents and applicable laws, statutes, building codes, rules and regulations. 32.2 If the Construction Manager performs any work which it knows involves a recognized problem, conflict, defect, deficiency, inconsistency or omission in the Contract Documents; or a variance between the Contract Documents and requirements of applicable laws, statutes, building codes, rules and regulations, without notifying the Engineer and prior to receiving written authorization from the Engineer to proceed, the Construction Manager shall be responsible for the consequences of such performance. 32.3 Before ordering any materials or doing any Project, the Construction Manager and Subcontractors shall verify all measurements at the Site and shall be responsible for the correctness of same. Any discrepancies shall be reported in writing to the Engineer prior to proceeding with the work. No extra charge or compensation will be considered due to differences between actual measurements and dimensions indicated on drawings, if such differences do not result in a change in the scope of work or if the Engineer failed to receive written notice before the work was performed. 32.4 Prior to signing this Contract for General Construction Management Services, the Construction Manager has: 32.4.1 Visited the Site and become familiar with local conditions under which the Project is to be constructed and operated; 32.4.2 Reviewed and familiarized itself with the Site survey and any existing structures on the Site, and gathered all other information necessary for a full understanding of the Project; 32.4.3 Reviewed all available as-built and record drawings, plans and specifications )if applicable); 32.4.4 Thoroughly inspected the on-site conditions, including structures and other features to be modified or remodeled, prior to submission of bid, but in all events prior to signing this Contract for General Construction Management Services. 32.5 Claims resulting from the Construction Manager's failure to familiarize itself with the Site or pertinent documents shall be deemed waived. ARTICLE 33 PROHIBITION AGAINST CONTINGENT FEES RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 40 of 64 33.1 The Construction Manager by execution of this Contract warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Contract and that he has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for him, any fees, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract. ARTICLE 34 EXHIBITS AND ATTACHMENTS 34.1 Attached hereto and incorporated herein as part of this Contract are Exhibit A— Scope of Work, Exhibit B— Provisional Project Schedule, Exhibit C— Initial List of Drawings, Specifications, and Addendums, Exhibit D— Insurance, Exhibit E— Asbestos-Statement of Declaration, Exhibit F— Non Collusion Affidavit, and Exhibit G— Authorization for Construction, Exhibit H— Unit Prices, Exhibit I— Construction Manager's Qualifications and Exclusions, Exhibit J— Response to Construction Manager's Cost Savings Options Summary, Exhibit K- Construction Manager's Schedule of Values, Exhibit L- Construction Manager's Construction Schedule. ARTICLE 25 ENTIRE AGREEMENT 35.1 This Agreement and its Exhibits and Attachments represent the entire and integrated agreement between the Owner and the Construction Manager and it supersedes all prior communications, discussions, negotiations, understandings, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager In witness whereof, each individual executing this agreement acknowledges that he/she/it is authorized to execute this agreement and further acknowledges the execution of this agreement on the date signed below. Owner: Construction Manager: ��,��gg � ` ° ° � �� v`� r�C R U CT ds,� AUGUSTA, GEORGIA CHOATE CONST CTION � , O �� y . �� e�� 4C �� • �� B � _� U:�� ' i :: ' �;�� : ' SEAL ' ° = . ' '�= . :. . : ��Y�. . (Signature) (Seal) ( ignature) � � 's a i .a 7 i��/L � � E�� -��'� � �•,� �R \�Pr`,,,=��: .- �r� : �� C�� r� r�r � ��`' •., �' f ' , .'• , (Name) � (Name) ' •�"'..• �, �C� -- ��L�r�� T (Title) (Title) 530 Greene Street 101 Mulberry Blvd., Suite 200 - � ��{��ree.t:�Addr,�ss.,-,,,.�19 (Street Address — No PO Box) , Au us a,�.�r'�' ,�0901 � Pooler, Georgia 31322 , (Cit�;'� �� `��%�% �� (City, State, Zip) , � ��,�, o �-a� �.�,, . �� > ; +. d � f H ,e / � � { �� ? � 4 � - � `y � \J � � � � o ,� " �,� � � ° Date of Signature r"` � ; x ° �� : G: � • �a "�a� ;, , � � m � � � „ � � . u�`�=._ . �` �� . . ��. o � � } E � c�s�. o $ �`� �� _ i996 . .�� 'f e4p�ppp6� .�. ., `!�� j� �.o � RFP 11-202 Construction Manager @ Risk Services .�,��,��,��°' +� New FBO Terminal �' Page 41 of 64 � Exhibit A Scope of Work The scope of work includes the following: General: Provide Construction Management Services to construct the new FBO Building Trade, Exhibit and Event Center for the Owner, including but not limited to: A. Pre-Construction Services a. Construction Documents Review. i. The Construction Manager is required, in accordance with the schedule requirements, to Review Construction Documents and other information. ii. The Construction Manager shall, in accordance with schedule requirements, review applicable Construction Schedule(s), the estimate of Total Project Construction Cost, the cost of local utilities, fees for permits and licenses, any modifications necessitated by local conditions, other information necessary for a full understanding of the Project, and the review Construction Documents. The Construction Manager shalL 1. examine the review Construction Documents for clarity, adequacy of detail, consistency, accuracy and completeness; 2. identify conflicts, omissions or overlaps in the proposed divisions of the Work, evaluate the completeness of intended bid categories, and identify unusual design details affecting construction cost and schedules; 3. apply established value engineering principles and practices to reduce the cost of the Project; 4. identify factors with the potential to impact the Construction Schedule such as materials with long lead time, the unavailability of required labor, and other factors and make suggestions for acceptable alternatives; 5. recommend proposed modifications or alternatives to the review Construction Documents based on its evaluation and review; 6. notify the Owner and the Engineer in writing of any variances between the Construction Documents and applicable laws, statutes, building codes, rules and regulations of which it is aware; and 7. notify the Owner and the Engineer in writing of all problems, conflicts, defects or deficiencies in the review Construction Documents of which it is aware. iii. The Construction Manager shall, in accordance with schedule requirements, assist the Architect and the Engineer with the resolution of all problems, conflicts, defects or deficiencies identified during the review and evaluation of the review Construction Documents. b. Planning And Scheduling: i. Construction Schedule. The Construction Manager understands and acknowledges the Owner's intent that the Project will be complete by the dates of Substantial Completion. The Construction Manager shall timely prepare and submit the Construction Schedule for the Owner's review and approval. The Construction Schedule shall complement, and shall not conflict with, the Design Schedule. ii. The Construction Manager shall establish: 1. Project cost control procedures; 2. Project reporting procedures; 3. Project Manual; RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 42 of 64 4. Quality Management Program; 5. Staffing Plan for the Construction period. c. Guaranteed Maximum Price Proposal. i. Guaranteed Maximum Price Proposal. The Construction Manager shall prepare and deliver to the Owner, with copies to the Engineer, a Guaranteed Maximum Price ("GMP") proposal. The Construction Manager shall, at a minimum, include in the GMP proposal: 1. a recital of the specific Construction Documents, including drawings, specifications, and all addenda thereto, used in preparation of the GMP proposal; 2. the estimated Subcontracts Cost, detailed by each subcontract, and trade or bid division,; and 3. a description of all other inclusions to or exclusions from the GMP; a. all assumptions and clarifications; b. the proposed dates of Substantial Completion upon which the GMP is based; c. an outline of preliminary Construction Schedule showing proposed start and finish dates of major components of construction; and d. the date by which the GMP proposal must be accepted by the Owner. d. General Conditions Cost. The General Conditions Costs for which the Construction Manager may be paid pursuant to this Agreement shall be limited to the amounts actually and reasonably incurred and paid by the Construction Manager in the interest of the Project, and in performance of Services and the Work. For the purposes of this contract, the General Conditions costs are based on the construction duration as depicted by the Construction Manager's Schedule. Items that are included within the General Conditions Costs as part of the Construction Manager's GMP are: i. Wages and salaries of the Construction Manager's supervisory, technical, administrative and clerical personnel engaged in supervision and management of the Work on or off the Project Site; ii. Cost of fringe benefits, contributions, assessments and taxes, including for example such items as Unemployment Compensation and Social Security, to the extent that such cost is required by law and is based on the compensation paid to the Construction Manager's employees; iii. Costs, including transportation and storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers, that are provided by the Construction Manager at the Site and fully consumed in the performance of the Work; and cost (less salvage value) of such items if not fully consumed, whether sold to others or retained by the Construction Manager. Cost for items previously used by the Construction Manager shall mean fair market value; iv. Costs incurred to provide Site safety and security, including temporary stairs, ladders, barricades, fire extinguishers, Site security fences, perimeter protection, first aid, etc. v. Costs of removal of debris from the Site, etc.; vi. Costs of document reproduction including bid sets, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the Site and reasonable petty cash expenses of the Site office, etc.; vii. That portion of the reasonable expenses of the Construction Manager's personnel incurred while traveling in discharge of duties directly connected with the Work; viii. That portion of insurance (GL and Auto), Builders Risk, and PerFormance & Payment bond premiums that can be directly attributed to this Contract for Construction are required. Premiums shall be net of trade discounts, volume discounts, dividends and other adjustments; RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 43 of 64 ix. Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by this Contract to pay; x. Computer rental expense and data processing costs directly related to the Work; however, these costs shall not include any hardware, software, or CADD costs unless approved by the Owner in writing; xi. Expenses incurred in accordance with the Construction Manager's standard personnel policy for relocation and temporary living allowances of personnel required for the Work; xii. The cost of obtaining and using all utility services (electric, gas, water, sewer„ etc.) required for the Work, etc.; xiii. Cost of temporary use of permanent equipment; xiv. The cost of crossing or protecting any public utility, if required, and as directed by the Owner; xv. All reasonable costs and expenditures necessary for the operation of the Site office, such as stationary, supplies, blueprinting, furniture, fixtures, office equipment and field computer services; xvi. The cost of secure off-site storage space or facilities approved in advance by Owner; xvii. Rental charges for temporary facilities, and for machinery, equipment, and tools not customarily owned by construction workers; however any rental charge shall not exceed the purchase price of such facilities, machinery, equipment or tools; xviii. Costs for Site surveys, field engineering, clean-up (daily and final), etc.; xix. Other expenses or charges properly incurred and paid in the prosecution of the Work. xx. General Conditions' costs will be included in the Guaranteed Maximum Price (GMP). e. Management Fee. Items within the Management Fee for which the Construction Manager is entitled to no additional compensation include, without limitation: i. direct costs incurred with the exception of those specifically enumerated compensable as a General Conditions Cost or a Subcontracts Cost; ii. the cost of Construction Manager's home or branch office employees or consultants beyond the Project Manager, Assistant Project Manager and Administrative Assistant assigned directly to the Project ; iii. non-field office (home and branch office) operational expenses such as telegrams, telephone service and long-distance and zone telephone charges, postage, office supplies, expressage, and other similar expenses; iv. data-processing costs indirectly related to the Work; including hardware, software, and CAD costs; v. cost of all non-project specific insurance; vi. all general operating expenses; vii. all capital expenses, including any interest; viii. all sales, use or similar taxes related to the Project imposed by any governmental authority on the Construction Manager's services and non-reimbursable costs; ix. any costs which would cause the Construction Price to exceed the GMP; and f. If the Owner accepts a GMP proposal, the parties shall complete and execute the Exhibit G— Authorization for Construction, and the Owner shall issue a written notice to the Construction Manager ("Notice To Proceed") establishing the date construction is to commence (the "Commencement Date"). The Construction Manager shall not expend any monies for construction prior to receipt of such Notice to Proceed without the written approval of the Owner. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 44 of 64 g. Price Guarantees. i. Upon execution of Exhibit G, the Construction Manager guarantees that the Construction Price shall not exceed the GMP. All costs or expenses that would cause the Construction Price to exceed the GMP shall be borne by the Construction Manager unless adjusted by Change Order. B. Construction Services a. Construction Supervision. i. Commencing with the award of the first subcontract and terminating on the date of Final Completion, the Construction Manager shall provide the following services: 1. The Construction Manager shall supervise and direct the Work at the Site. The Construction Manager shall, at a minimum, staff the Project Site with personnel who shall: a. Supervise and coordinate the Construction Manager's personnel and act as its primary liaison with the Owner and the Owner's Consultant(s); b. Coordinate trade contractors and suppliers, and supervise Site construction management services; c. Be familiar with all trade divisions and trade contractors' scopes of Work, all applicable building codes, the Construction Documents, and this Contract; d. Check and review shop drawings and materials delivered to the Site, regularly review the Work to determine its compliance with the Construction Documents and this Contract, periodically confer with the appropriate Owner's consultant(s) to assure acceptable levels of quality; and e. Prepare and maintain Project records, process documents, and staff the Site field office. 2. The Construction Manager shall promptly reject any Work which does not conform to the Construction Documents or which does not comply with any applicable law, statute, building code, rule or regulation of any public authority or agency of which it is aware. The Construction Manager shall immediately notify the Engineer(s) and the Owner in writing when it has rejected any Work. 3. The Construction Manager shall comply with and cause its subcontractors and suppliers to comply with the Project Construction Schedule and applicable sub-schedules. The Construction Manager shall obtain and review schedules from subcontractors and suppliers, coordinate sub-schedules with the Construction Schedule, and enforce compliance with the all applicable schedules to insure timely completion of the Work. If at any time a Project is delayed, the Construction Manager shall immediately notify the Owner of the probable cause(s) and possible alternatives, and make recommendations to minimize expense to the Owner. 4. The Engineer will visit the Project Site at intervals appropriate to the stage of construction and with sufficient frequency to familiarize itself with the progress and quality of the Work and to inspect the Work. The Construction Manager shall request that the Engineer visit the Site at additional times as the Construction Manager deems necessary to attend meetings, inspect the Work, and render interpretations regarding the Work necessary for the proper execution of the Work. The Engineer's interpretations and decisions shall be final regarding the Construction Documents and the Work. b. Construction Manager's On-Site Facilities. i. Commencing at the date of Commencement and terminating on the date of Final Completion, the Construction Manager shall provide a Site field office and toilet facilities at the Project Site. 1. The field office facilities shall be large enough to accommodate required meetings and shall include office furnishings and equipment such as desks, telephones, computers, copiers and other similar office equipment. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 45 of 64 2. The Construction Manager shall maintain in the Site field office, on a current basis, all necessary Construction Documents, schedules, shop drawings, product data, samples, purchase orders, maintenance manuals and instructions, daily logs, correspondence, memoranda, and all other Project related documents. 3. The Construction Manager shall provide temporary toilets at the Site for all workers for the duration of the construction period. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 46 of 64 Exhibit B Provisional Project Schedule (IV/a) RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 47 of 64 RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 48 of 64 Exhibit C Initial List of Drawings, Specifications, and Addendums GENERAL G0.0 TITLE SHEET G1.0 SITE ACCESS AND STAGING PLAN G2.0 CONSTRUCTION PHASING PLAN G3.0 SAFETY PLAN G3.1 SAFETY NOTES AND DETAILS G4.0 EXISTING CONDITIONS PLAN G4.1 BORING LOGS G5.0 DEMOLITION PLAN CIVIL C0.0 LEGEND AND ABBREVIATIONS C1.0 GEOMETRIC PLAN C1.1 GEOMETRIC POINT TABLES C2.0 GRADING AND DRAINAGE PLAN C2.1 TYPICAL SECTIONS AND PAVEMENT DETAILS C2.2 DRAINAGE PROFILES C2.3 DRAINAGE PROFILES C2.4 DRAINAGE DETAILS C2.5 DRAINAGE DETAILS C2.6 DRAINAGE DETAILS C2.7 DRAINAGE DETAILS C2.8 DRAINAGE DETAILS C3.0 PAVING PLAN C3.1 PCC JOINT LAYOUT PLAN C3.2 TYPICAL PCC JOINT DETAILS C3.3 SIDEWALK DETAILS C4.0 UTILITY PLAN C4.1 UTILITY PROFILES C4.2 WATER LINE DETAILS C4.3 SANITARY SEWER DETAILS C5.0 MARKING AND SIGNAGE PLAN C5.1 GRAPHICS SIGNAGE DETAILS C5.2 GRAPHICS SIGNAGE DETAILS C5.3 MARKING DETAILS C6.0 EROSION & SEDIMENT CONTROL PLAN C6.1 EROSION & SEDIMENT CONTROL DETAILS C7.0 SCREENWALL DETAILS C7.1 FENCE DETAILS C7.2 SLIDING VEHICULAR SECURITY GATE DETAILS RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 49 of 64 C9.0 CROSS SECTIONS, BASELINE'A' STA. 9+75 TO 11+50 C9.1 CROSS SECTIONS, BASELINE'A' STA. 11+75 TO 13+00 C9.2 CROSS SECTIONS, BASELINE 'A' STA.13+25 TO 14+50 C9.3 CROSS SECTIONS, BASELINE 'A' STA. 14+75 TO 16+00 C9.4 CROSS SECTIONS, BASELINE'A' STA. 16+25 TO 17+50 C9.5 CROSS SECTIONS, BASELINE'A' STA. 17+75 SITE ELECTRICAL SE1.0 SITE ELECTRICAL DEMOLITION PLAN SE1.1 SITE ELECTRICAL PLAN SE1.2 SITE PHOTOMETRIC PLAN SE1.3 SITE ELECTRICAL DETAILS SE1.4 LIGHT FIXTURE DETAILS SE1.5 GATE ACCESS CONTROL DETAILS SE1.6 CCTV DETAILS TITLE SHEET A0.1 COVER SHEET A0.2 INDEX OF DRAWINGS LINE SAFETY LS1.0 GENERAL NOTES/CODE ANALYSIS LS1.1 LIFE SAFETY PLAN STRUCTURAL S1.0 GENERAL NOTES & DETAILS S1.1 DETAILS, SECTIONS AND MEZZi4NINE FRAMING PLAN S2.1 FOUNDATION & SLAB PLAN S2.2 ROOF FRAMING PLAN 53.1 CONCRETE SECTIONS & DETAILS 55.1 SECTIONS & DETAILS S5.2 SECTIONS & DETAILS S5.3 SECTIONS & DETAILS 55.4 SECTIONS & DETAILS S5.5 SECTIONS & DETAILS 55.6 SECTIONS & DETAILS ARCHITECTURAL A1.0 OVERALL FLOOR PLAN A2.0 FLOOR PLAN-EXT. DIMENSION A2.1 FLOOR PLAN - KEYPLAN A2.2 ENLARGED FLOOR PLAN A2.3 ENLARGED FLOOR PLAN RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 50 of 64 A2.4 ENLARGED FLOOR PLAN A2.5 ENLARGED FLOOR PLAN A2.6 EQUIPMENT MEZZANINE PLAN A2.7 ENLARGED TOILETS A2.8 MOUNTING HEIGHTS A2.9 ENLARGED KITCHEN A2.10 ENLARGED MEZZANINE PLAN A2.11 ENLARGED RAMP A3.0 REFLECTED CEILING PLAN A3.1 ENLARGED REFLECTED PLAN A3.2 ENLARGED REFLECTED PLAN A3.3 ENLARGED REFLECTED PLAN A3.4 ENLARGED REFLECTED PLAN A3.5 BULKHEAD DETAILS A3.6 BULKHEAD DETAILS A4.0 ROOF PLAN A5.0 EXTERIOR ELEVATIONS A5.1 EXTERIOR ELEVATIONS A6.0 BUILDING SECTIONS A6.1 BUILDING SECTION A6.2 BUILDING SECTION A6.3 WALL SECTION A6.4 WALL SECTION A6.5 WALL SECTION A6.6 BUILDING SECTION A6.7 DETAIL SECTION A6.8 DETAIL SECTION A7.0 DOOR SCHEDUILE, TYPES A7.1 DOOR DETAILS A7.2 DOOR DETAILS A7.3 WINDOW SCHEDULE & TYPE A7.4 WINDOW DETAIL A8.0 INTERIOR ELEVATIONS A8.1 INTERIOR ELEVATIONS A8.2 INTERIOR ELEVATIONS A8.3 INTERIOR ELEVATIONS A8.4 INTERIOR ELEVATIONS A8.5 INTERIOR ELEVATIONS A8.6 INTERIOR ELEVATIONS A9.0 MILLWORK SECTIONS A9.1 MILLWORK SECTIONS A9.2 MILLWORK SECTIONS IN1.0 FLOOR FINISHES RFP 11-202 Construction Manager @ Risk Services New FBO Terminal . Page 51 of 64 IN1.1 ENLARGED FLOOR PLAN IN1.2 ENLARGED FLOOR PLAN IN1.3 ENLARGED FLOOR PLAN IN2.0 FINISH LEGEND IN2.1 FINISH LEGEND MECHANICAL PLAN M1.1 GROUND FLOOR EQUIPMENT PLAN M1.2 GROUND FLOOR DUCKWORK PLAN M1.3 HVAC MEZZANINE PLAN M3.1 HVAC SCHEDULES (1 OF 2) M3.2 HVAC SCHEDULES (2 OF 2) M4.1 HVAC DETAILS PLUMBING P0.1 PLUMBING SCHEDULES & LEGEND P0.2 PLUMBING DETAILS P1.1 WASTE & VENT PIPING P1.2 POTABLE & HOT WATER PIPING FIRE PROTECTION FP1.1 FIRE SPRINKLER HAZARD ANALYSIS PLAN ELECTRICAL E0.1 LEGEND, NOTES, AND FIXTURE SCHEDULE E1.1 ELECTRICAL SITE PLAN E1.2 LIGHTNING PROTECTION PLAN E2.1 LIGHTING PLAN E3.1 POWER PLAN E3.2 MECHANICAL POWER PLAN E4.1 SYSTEMS PLAN E4.2 DATA/VOICE NETWORKING PLAN E5.1 POWER RISER DIAGRAM AND PANEL BOARD SCHEDULE E5.2 PANEL BOARD SCHEDULE E6.1 DETAILS E6.2 DETAILS PROJECT SPECIFICATION SECTION TABLE OF CONTENTS DIVISION 1- GENERAL PROVISIONS ARTICLE 1 REPRESENTATIONS ARTICLE 2 NOTICES ARTICLE 3 DEFINITIONS RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 52 of 64 ARTICLE 4 RELATIONSHIP OF THE PARTIES ARTICLE 5 CONTRACT DOCUMENTS ARTICLE 6 SCOPE OF CONSTRUCTION MANAGER'S PROJECT ARTICLE 7 COMPENSATION FOR CONSTRUCTION MANAGER ARTICLE 8 PERSONNNEL, SUBCONTRACTORS, AND SUPPLIERS ARTICLE 9 CONSTRUCTION SCHEDULE ARTICLE 10 BONDS ARTICLE 11 CONSTRUCTION MANAGER'S DUTIES, OBLIGATIONS, AND RESPONSIBILITIES ARTICLE 12 GOODS, PRODUCTS, AND MATERIALS ARTICLE 13 SUBMITfALS ARTICLE 14 CONSTRUCTION MANAGER'S QUALITY ASSURANCE ARTICLE 15 CHANGES TO THE PROJECT ARTICLE 16 CLAIMS AND LIENS ARTICLE 17 PROJECT ARCHITECT ARTICLE 18 SUBSTANCIAL AND FINAL COMPLETION ARTICLE 19 CONSTUCTION MANAGER'S WARRANTIES AND GUARANTIES ARTICLE 20 OWNER'S DUTIES, OBLIGATIONS, AND RESPONSIBILITIES ARTICLE 21 LIQUIDATED DAMAGES ARTICLE 22 CONCEALED AND UNFORSEEN CONDITIONS ARTICLE 23 CONSTRUCTION MANAGER'S RECORDS ARTICLE 24 PROPRIETARY DOCUMENTS AND CONFIDENTIALITY ARTICLE 25 INSURANCE REQUIREMENTS ARTICLE 26 OWNER'S RIGHT TO STOP WORK ARTICLE 27 TERMINATION OR SUSPENSION OF CONTRACT ARTICLE 28 APPLICABLE LAW AND DISPUTE RESOLUTION ARTICLE 29 DAMAGES AND REMEDIES ARTICLE 30 MISCELLANEOUS PROVISIONS ARTICLE 31 INDEMNIFICATION ARTICLE 32 CONSTRUCTION MANAGER'S REVIEWS AND EVALUATIONS ARTICLE 33 PROHIBITION AGAINST CONTINGENT FEES ARTICLE 34 EXHIBITS AND ATTACHMENTS ARTICLE 35 ENTIRE AGREEMENT EXHIBIT A SCOPE OF SERVICES EXHIBIT B PROVISIONAL PROJECT SCHEDULE EXHIBIT C INITIAL LIST OF DRAWINGS, SPECIFICATIONS, AND ADDENDUMS EXHIBIT E ASBESTOS-STATEMENT OF DECLARATION EXHIBIT F NON-COLLUSION AFFIDAVIT EXHIBIT G AUTHORIZATION FOR CONSTRUCTION DIVISION 2 - SITE WORK SECTION 02515 - MOBILIZATION/DEMOBILIZATION SECTION 02161- EROSION AND SEDIMENT CONTROL SECTION 02209 - P-209 CRUSHED AGGREGATE BASE COURSE RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 53 of 64 SECTION 02221— DEMOLITION SECTION 02300 - EARTHWORK SECTION 02310 — GRADED AGGEGATE CONSTRUCTION SECTION 02400 — HOT MIX ASPHALT CONSTRUCTION SECTION 02402 — HOT MIX RECYCLED ASPHALTIC CONCRETE SECTION 02412 — BITUMINOUS PRIME COAT SECTION 02501— P-501 PORTLAND CEMENT CONCRETE PAVING SECTION 02510 — POTABLE WATER DISTRIBUTION SYSTEM SECTION 02530—SANITARYSEWARAGE SECTION 02580 — PAVEMENT MARKING SECTION 02603 — BITUMINOUS TACK COAT SECTION 02605 —JOINT SEALANT SECTION 02630—STORM DRAINAGE SECTION 02701— TRAFFIC SIGNS SECTION 02810—IRRIGATION SYSTEM SECTION 02821— CHAIN LINK FENCES SECTION 02829 — MOTORIZED SECURITY GATE SECTION 02920 — LAWNS AND GRASSES SECTION 02930—LANDSCAPING SECTION 02935 — STORMWATER POLLUTION PREVENTION DIVISION 3 - CONCRETE SECTION 03014 — CONCRETE SAMPLING AND TESTING SECTION 03300 — CAST-IN-PLACE CONCRETE DIVISION 16 - SITE ELECTRICAL SECTION 16010 — GENERAL ELECTRIC SECTION 16011— ELECTRICAL TESTING REQUIREMENTS SECTION 16110 — RACEWAYS SECTION 16115 — UNDERGROUND DUCTS, MANHOLES, AND HANDHOLES SECTION 16123 — LOW VOLTAGE ELECTRICAL POWER CONDUCTORS AND CABLES SECTION 16170 — GROUNDING AND BONDING FOR ELECTRICAL SYSTEMS SECTION 16195 — ELECTRICAL IDENTIFICATION SECTION 16475 — FUSES SECTION 16524 — EXTERIOR LIGHTING SECTION 16700—TELECOMMUNICTIONS OUTSIDE PLANT SECTION 16950—LIGHTING CONTROL PANEL PROCUREMENT AND CONTRACTING REQUIREMENTS Division 00 -- Procurement and Contracting Requirements 00 01 10 - Table of Contents 00 01 15 - List of Drawing Sheets RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 54 of 64 00 3100 - Available Project Information ARCHITECTURAL SPECIFICATIONS Division 01-- General Requirements 01 10 00 - Summary 01 2100 - Allowances 0130 00 - Administrative Requirements 013114 - Mechanical and Electrical Coordination 0132 16 - Construction Progress Schedule 0133 10 - Delays and Time Extensions 0140 00 - Quality Requirements 0145 33 - Special Inspection Services 0160 00 - Product Requirements 0170 00 - Execution and Closeout Requirements 0174 19 - Construction Waste Management and Disposal 01 78 00 - Closeout Submittals 0179 00 - Demonstration and Training Division 02 -- Existing Conditions (NOT USED) Division 03 -- Concrete 03 20 00 - Concrete Reinforcing 03 30 00 - Cast-in-Place Concrete Division 04 -- Masonry 04 05 11- Masonry Mortaring and Grouting 04 20 00 - Unit Masonry 04 73 00 - Lightweight Cast Stone Masonry Division OS -- Metals 05 12 00 - Structural Steel Framing 05 3100 - Steel Decking 05 40 00 - Cold-Formed Metal Framing 05 40 05 - Glass-Fiber Reinforced Cement (GRC) 05 50 00 - Metal Fabrications 05 52 13 - Pipe and Tube Railings Division 06 -- Wood, Plastics, and Composites 06 10 00 - Rough Carpentry 06 15 10 -"Dens-Glass Gold" Sheathing 06 20 00 - Finish Carpentry 06 4100 - Architectural Wood Casework 06 66 10 - Manufactured Urethane Trim RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 55 of 64 06 82 00 - Glass Fiber Reinforced Plastic Division 07 -- Thermal and Moisture Protection 07 13 00 - Sheet Waterproofing 07 2100 - Thermal Insulation 07 21 13 - Rigid Board Roof Insulation 07 25 00 - Weather Barriers 07 26 20 - Vapor Retarder (Under-Slab) 07 41 15 - Metal Roofing 07 62 00 - Sheet Metal Flashing and Trim 07 65 00 - Flexible Through Wall Flashing 07 7100 - Roof Specialties 07 71 23 - Manufactured Gutters and Downspouts 07 84 00 - Firestopping 07 90 05 - Joint Sealers Division 08 -- Openings 08 11 13 - Hollow Metal Doors and Frames 08 14 16 - Flush Wood Doors 08 14 33 - Stile and Rail Wood Doors 08 3100 - Horizontal Access Door 08 42 30 - Automatic Sliding Doors 08 43 13 - Aluminum-Framed Storefronts 08 52 00 - Wood Windows 08 7100 - Door Hardware 08 80 00 - Glazing Division 09 -- Finishes 09 21 16 - Gypsum Board Assemblies 09 30 00 - Tiling 09 5100 - Acoustical Ceilings 09 54 23 - Linear Metal Soffits 09 65 00 - Resilient Flooring 09 68 00 - Carpeting 09 68 13 - Tile Carpeting 09 72 00 - Wall Coverings 09 90 00 - Painting and Coating Division 10 -- Specialties 10 14 00 - Signage 10 14 10 - Cast Metal Letters 10 21 13.19 - Plastic Toilet Compartments 10 22 26.33 - Folding Panel Partitions RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 56 of 64 10 28 00 - Toilet, Bath, and Laundry Accessories 10 44 00 - Fire Protection Specialties 10 51 00 - Lockers Division 11-- Equipment 11 3100 - Residential Appliances Division 12 -- Furnishings 12 36 00 - Countertops Division 13 -- Special Construction (NOT USED) Division 14 -- Conveying Equipment (NOT USED) Division 21-- Fire Suppression 2105 13 - Fire Suppression Piping Division 22 -- Plumbing 22 05 00 - Basic Mechanical Materials and Methods 22 05 19 - Meters and Gages 22 05 23 - Valves 22 07 00 - Plumbing Insulation 22 11 16 - Domestic Water Piping 22 11 19 - Plumbing Specialties 22 13 19 - Sanitary Waste and Vent Piping 22 40 00 - Plumbing Fixtures Division 23 -- Heating, Ventilating, and Air-Conditioning (HVAC) 23 05 13 - Common Motor Requirements for HVAC Equipment 23 05 14 - Variable-Frequency Motor Controllers 23 05 18 - Escutcheons for HVAC Piping 23 05 28 - Hangers and Supports 23 OS 29 - Hangers and Supports for HVAC Piping and Equipment 23 OS 48 - Vibration and Seismic Controls for HVAC Piping and Equipment 23 05 52 - Mechanical Identification 23 05 53 - Identification for HVAC Piping and Equipment 23 05 93 - Testing, Adjusting, and Balancing for HVAC 23 07 13 - Duct Insulation 23 07 19 - HVAC Piping Insulation 23 09 93 - Sequence of Operations for HVAC Controls 23 23 00 - Refrigerant Piping 23 31 13 - Metal Ducts 23 33 00 - Air Duct Accessories 23 34 13 - Axial HVAC Fans RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 57 of 64 23 36 00 - Air Terminal Units 23 37 13 - Diffusers, Registers, and Grilles 23 37 20 - Fixed Louvers 23 4100 - Particulate Air Filtration 23 42 00 - Gas-Phase Air Filtration 23 63 13 - Air Cooled Refrigerant Condensers 23 72 00 - Air-to-Air Energy Recovery Equipment 23 81 19 - Self-Contained Air-Conditioners 23 82 39 - Electric Resistance Heaters Division 26 -- Electrical 26 00 00 - General 26 00 10 - Lighting and Power Panelboards 26 00 15 - Fuses 26 00 20 - Raceways 26 00 30 - Conductors 26 00 40 - Outlets 26 00 50 - Wiring Devices & Device Plates 26 00 60 - Lighting Fixtures & Lamps 26 00 65 - Occupancy Sensors 26 00 70 - Disconnect Switches 26 00 80 - Dry Type Transformer 26 00 90 - Photo Control & Contractor 26 0100 - Pull Boxes and Junction Boxes and Fittings 26 01 10 - Grounding 26 01 20 - Equipment Identification 26 0130 - Data / Voice Conduit & Outlet System 26 0140 - Fire Alarm System 26 0160 - Transient Voltage Surge Suppressor 26 01 75 - Fire Stopping 26 0190 - Engine Generator Set 26 02 20 - Construction Reviews Inspection and Testing 26 05 00 - Common Work Results for Communications 26 1100 - Communication Equipment Room Fittings 26 13 00 - Communications Backbone Cabling 26 15 00 - Communications Horizontal Cabling Division 27 -- Communications (NOT USED) Division 28 -- Electronic Safety and Security (NOT USED) Division 31-- Earthwork 31 31 16 - Termite Control RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 58 of 64 Division 32 -- Exterior Improvements (NOT USED) Division 33 -- Utilities (NOT USED) END OF TABLE OF CONTENTS RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 59 of 64 Exhibit D Insurance Insurance Reauirements 1. Statutorv Workers' Compensation Insurance Employers Liability: Bodily Injury by Accident -$100,000 each accident Bodily Injury by Disease -$500,000 policy limit Bodily Injury by Disease -$100,000 each employee 2. Comprehensive General Liability Insurance a) $1,000,000 limit of liability per occurrence for bodily injury and property damage b) The following additional coverages must apply: • 1986 (or later) ISO Commercial General Liability Form • Additional Insured Endorsement • Completed Operations Coverage • Contractual Liability (included in 1986 or later forms) • Broad Form Property Damage (included in 1986 or later forms) • Severability of Interest (included in 1986 or later forms) • Underground, explosion, and collapse coverage (included in 1986 or later form) • Personal Injury (deleting both contractual and employee exclusions) • Incidental Medical Malpractice • Hostile Fire Pollution Wording 3. Auto Liabilitv Insurance a) $500,000 limit of liability per occurrence for bodily injury and property damage b) Comprehensiveform covering all owned, non-owned, leased, hired and borrowed vehicles c) Additional Insured Endorsement d) Contractual Liability 4. Excess Liabilitv Insurance Excess Liability Insurance Limit $10,000,000 per occurrence /$10,000,000 per aggregate, with the same coverages as required above for the Comprehensive General Liability Insurance. 5. Builders Risk Insurance All Risk Construction Managers' Equipment and Contents Insurance covering owned, used and leased equipment, tools, supplies and contents required to perForm the services called for in the Contract. The coverage must be for full replacement cost. The City will be included as a Loss Payee in this coverage for City owned equipment, tools, supplies and contents. Construction Manager's Risk Insurance which includes without duplication, but is not limited to, fire (with extended coverage), theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, false work, testing and startup, temporary buildings and debris removal; and names the Owner, the Owner's Representative, the Engineer, the Architect, and the Owner's Related Parties, with coverage for one hundred (100%) percent of the insurable value of the Construction Manager's scope of the Project, and a per-claim deductible of no more than $10,000.00. 6. Augusta, Georgia, the Owner's Representative, the Engineer, the Architect, and any other applicable Authority should be shown as an additional insured on General Liability and Auto Liability policies. Certificate Holder should read: Augusta, Georgia, 530 Greene Street, Augusta, Georgia 30901. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 60 of 64 7. Each insurance company, except the Worker's Compensation carrier, must have an A.M. Best Rating of A- or higher. Certain Worker's Comp funds may be acceptable by the approval of the Risk Management Division. European markets including those based in London and domestic surplus lines markets that operate on a non- admitted basis are exempt from this requirement provided that the Construction Manager's broker/agent can provide financial data to establish that a market is equal to or exceeds the financial strengths associated with the A.M. BesYs rating of A- or better. 8. Each Insurance Company must be licensed to do business by the Georgia Department of Insurance. k* See above note regarding Construction Manager Liability. 9. Certificates of Insurance, and any subsequent renewals, must reference specific bid/contract by project name and project/bid number. 10. The Construction Manager agrees to provide complete certified copies of current insurance policy(ies), including all insuring agreements, declarations, endorsements, and riders, if requested by the City to verify the compliance with these insurance requirements. 11. All insurance coverages required to be provided by the Construction Manager will be primary over any insurance program carried by the City. 12. The Construction Manager shall incorporate a copy of the insurance requirements as herein provided in each and every Subcontractor and each and every Sub-Subcontractor in any tier, and shall require each and every Subcontractor and each and every Sub-Subcontractor of any tier to comply with all such requirements. The Construction Manager agrees that if for any reason the Subcontractor or Sub-Subcontractor fails to procure and maintain insurance as required, all such required insurance shall be procured and maintained by the Construction Manager at the Construction Manager's expense. 13. The Construction Manager, and their Subcontractor's and each and every Sub-Subcontractor shall not commence any work of any kind under this Contract until all insurance requirements contained in this Contract have been complied with and until evidence of such compliance satisfactory to City as to form and content has been filed with the city. The Accord Certificate of Insurance or a pre-approved substitute is the required form in all cases where reference is made to a Certificate of Insurance or an approved substitute. 14. The Construction Manager and its insurers shall agree to waive all rights of subrogation against the City, the City Council, its officers, officials, employees, the Owner's Representatives, the Engineer, the Architect, and volunteers from losses arising from work perFormed by the Construction Manager for the City. 15. The Construction Manager shall make available to the City, through its records or records of their Insurer, information regarding a specific claim. Any loss run information available from the Construction Manager or their insurer will be made available to the city upon their request. 16. Compliance by the Construction Manager and their Subcontractor's and each and every Sub-Subcontractor with the foregoing requirements as to carrying insurance shall not relieve the Construction Manager and their Subcontractor's and each and every Sub-Subcontractor of their liability provisions of the Contract. 17. The Construction Manager and their Subcontractor's and each and every Sub-Subcontractor are to comply with the Occupational Safety and Health Act of 1970, Public Law 91-956, and any other laws that may apply to this Contract. 18. The Construction Manager shall at a minimum apply risk management practices accepted by the Construction Manager's industry. 19. Evidence of such insurance shall be furnished to the Owner, and the Owner shall receive forty-five (45) days prior written notice of any cancellation, non-renewal or reduction of coverage of any of the policies. Upon notice of such cancellation, non-renewal or reduction, the Construction Manager shall procure substitute insurance so as RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 61 of 64 to assure the Owner that the minimum limits of coverage are maintained continuously throughout the period of this Agreement. 20. The Construction Manager shall deliver to the Owner a Certificate of Insurance for its General Liability and Excess Liability coverage annually, so long as it is required to maintain such coverage required by this Agreement. 21. The Construction Manager shall maintain in force during the performance of this contract and for one (1) year , after final completion of the Project, the General Liability and Excess Liability insurance coverage referenced above. 22. The Construction Manager shall maintain in force during the performance of this contract and for one (1) year after final completion of the Project, the Comprehensive Commercial General Liability Insurance and the Automobile Liability Insurance. 23. The Owner shall be under no obligation to review any Certificates of Insurance provided by the Construction Manager or to check or verify the Construction Manager's compliance with any or all requirements regarding insurance imposed by the Contract Documents. The Construction Manager is fully liable for the amounts and types of insurance required herein and is not excused should any policy or Certificate of Insurance provided by the Construction Manager not comply with any or all requirements regarding insurance imposed by the Contract Documents. 24. Should the Construction Manager fail to provide and maintain in force any insurance or insurance coverage required by the contract documents or by law, or should a dispute arise befinreen owner and any insurance company of the Construction Manager over policy coverage or Limits of Liability as required herein, the Owner shall be entitled to recover from the Construction Manager all amounts payable, as a matter of law, to Owner or any of its agents, had the required insurance or insurance coverage been in force. Said recovery shall include, but is not limited to interest for the loss of use of such amounts of money, plus all attorney's fees, costs and expenses incurred in securing such determination and any other consequential damages arising out of the failure of the Construction Manager or insurance company to comply with the provisions of the Contract Documents, or any policy required hereby, or any other requirements regarding insurance imposed by law. Nothing herein shall limit any damages for which the Construction Manager is responsible as a matter of law. 25. The Construction Manager shall deliver to the Owner two (2) original certificates of insurance, signed by the Insurer's Authorized Representative, with the Policy Numbers clearly identified on the certificates for each Policy. The Policy effective dates should be on or before the date that the contract was signed. 26. Compliance with insurance requirements shall not relieve the Construction Manager of any responsibility to indemnify the Owner for any liability to the Owner as specified in any other provision of this Contract for General Construction Management Services, and the Owner shall be entitled to pursue any remedy in law or equity if the Construction Manager fails to comply with the contractual provisions of this Contract for General Construction Management Services. Indemnity obligations specified elsewhere in this Contract for General Construction Management Services shall not be negated or reduced by virtue of any insurance carrier's denial of insurance coverage for the occurrence or event which is the subject matter of the claim; or refusal to defend any named insured. 27. As it pertains to Builders Risk Insurance - The Construction Manager hereby releases and discharges the Owner, the Engineer, the Architect, the Owner's Representative, and the Owner's Related Parties of and from all liability to the Construction Manager, and to anyone claiming by, through or under the Construction Manager, by subrogation or otherwise, on account of any loss or damage to tools, machinery, equipment or other property, however caused. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 62 of 64 Exhibit E Asbestos — Statement of Declaration ASBESTOS STATEMENT OF DECLARATION Facility This statement is to certify that I have not installed any asbestos containing materials and/or products in the preparation and/or the construction of the referenced structure. Furthermore, I certify to the best of my knowledge, no asbestos containing materials have been used in the construction of the structure or facility. RESPONSIB6,E PARTIES: � �� - t �� `� Construction Manager's Signature Date � ✓�,Q � �t� �r � �f�� Owner's Signature Date t"1 �j.��I ( RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 63 of 64 Exhibit F Non Collusion Affidavit NON COLLUSION AFFIDAVIT Date: Pro'ect: Pro'ect #: Project Descri tion: Services Construction Management Provided: State of: Georgia County of: Richmond I, being first duly sworn, deposes and says that he/she is Select From List of the party making the foregoing Proposal or Bid; that such Proposal or Bid is genuine and not collusive or sham; that said Proposer or Bidder has not colluded, conspired, connived, or agreed, directly or indirectly, with any Proposer or Bidder or person, to put in a sham Proposal or Bid, or that such other person refrain from proposing or bidding, and has not in any manner, directly or indirectly sought by agreement or collusion, or communication or conference, with any person, to fix the Proposal Fee or Bid Price of affiant or any other Proposer or Bidder, or to fix any overhead, profit or cost element of said Proposal Fee or Bid Price, or of that of any other Proposer or Bidder, or to secure any advantage against Augusta, Georgia, or any person interested in the proposed Contract; and that all statements in said Proposal or Bid are true; and further, that such Proposer or Bidder has not directly or indirectly submitted this Proposal or Bid, or the contents thereof, or divulged information or data relative thereto to any association or to any member or agent thereof. `er �rl� i i teo�� Construction Manager: ` � R a��,�5� � �CT� �POR,y° y - �; C� .• GO � , � >'�s .. � � • . �, :� SEAL : o = - �u� ��' •�_ , ; Y sss = � _ _ .:a� (Signature) F � c7(� ��tG�P•. � `� P .� � w��R RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 64 of 64 Exhibit G GUARANTEED MAXIMUM PRICE AMENDMENT For good consideration received, the Citv of Augusta, Georaia ("Owner") and Choate Construction Companv (the "Construction Manager") hereby agree that the Contract dated 07/22/2011 (the "Contract") for the construction of the New Fixed Base Operator (FBO) Terminal, Augusta Regional Airport, located at 1501 Aviation Way, Augusta, Georgia 30906, Project ID #: RFP Item #11-202 (the "Project"), is herebv amended as follows: 1. The Construction Manager's Guaranteed Maximum Price ("GMP") proposal dated June 22, 2011, attached hereto and incorporated herein, is accepted by the Owner. 2. The Subcontract Costs are: $ Bid Package #1 Bid Package #2 Bid Package #3 Bid Package #4 3. The Guaranteed Maximum Price is $5,045,461 4. The Dates of Substantial Completion shall be: March 14, 2012 5. The Construction Manager's Qualifications and Exclusions, attached hereto as Exhibits, are hereby incorporated into the Contract. Owner: Construction Manager: �ep��°o�r` AUGUSTA, GEORGIA CHOATE CONSTRUCTION COMP�lP�',��C��,, BY� ' ,; �:''�OFtPO .O�'. � � :��,:' G �9�:2° � ...,-� ��%�" .. • S ' �, " • �AL : o = �}�� (Signature) (Seal) Signature) � g� 98g • � — . . � �l z �� '�',,'��'� • ��RG` �? � � �� t. U� � � t� .� (Name) — T (Name) "'*��r,,,�„��``'' . '� i �' i C� t't'.� S ��. (Title) (Title) � �.��,�,Q ��ne. �� , �, 101 Mulberry Blvd., Suite 200 ; (Street Address — No PO Box) ^` (Street Address — No PO Box) � ,� �,�� Au �" �?�� `��" � Q �� Pooler, Georgia 31322 �� e, Zip) ""n � �, �� rE (City, St te, Zi ) � o �, i'� s s"�� m � � � 0 � � � � �9 � � ! .� f �� of ` tur� �:� � Date of Signature � .6 @ ��:. '�� ,�� o , , � � �" • �_ ;�_ . � . e� n: �-� : � �,u � Nf i94', =.� . A A � V � ,..,�.' A.`:1 ��;� f, , �a*�p" \ �� RFP 11-202 Construction Manager @ Risk Services �� .�.�� ; New FBO Terminal i Page 65 of 64 Exhibit H UNIT PRICES (N/A) RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 66 of 64 Exhibit I Construction Manager's Qualifications and Exclusions GENERAL CONDITIONS ■ Tap, meter, impact, development, etc... fees are not included. ■ Special Inspections are by Owner. ■ Independent materials testing is included as an Allowance of $7,000. ■ Temporary FBO facilities, relocation, etc.. . are not included. ■ Cost Saving Options (CSO's) as per E�ibit J do not include cost of redesign. We reserve the right to amend our pricing for CSO's to reflect revised Contract Documents. CSO's are mutually- exclusive. ■ Unless noted otherwise, all Allowances are inclusive of materials, labor, and equipment necessary for a complete installation. ■ Our Proposal is based upon all construction occurring in a single phase. ■ Our Proposal is based upon a mutually-agreeable contract. ■ Our Proposal is based upon our schedule which includes a total construction duration of 240 calendar days from Date of Commencement. Delays to approvaUcontracting activities can jeopardize intended completion dates. ■ 2% Contingency is not included. ■ Due to budget constraints, we did not solicit pricing for additive Alternate #1. ■ In an effort to reduce construction cost to meet the advertised $4,700,000 budget, we offered Cost Savings Options worth a total of $1,067,763. At this time, $597,333 of the total has been accepted. There is still the potential to accept more of the proposed Cost Savings Options to get the project on budget. ■ Owner agrees to the following: o Savings to be shared as follows: ■ 70% to Owner, 30% to Choate o Liquidated Damages to be reduced to $1,000/day and will not commence until3/30/12 o Substantial Completion to be 3/14/12 (predicated upon Choate's scheduled start date) o All reference to "Contingency" or use thereof to be removed from the Contract; neither General Conditions nor any subcontractor/vendor scope of work to be locked in as a"Not to Exceed" item. SITEWORK ■ N/A CONCRETE SYSTEMS ■ No reinforcing steel is included in concrete paving. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 67 of 64 MASONRY ■ N/A METALS • Handrails are painted steel. CARPENTRY ■ N/A ROOFING/MOISTURE PROTECTION SYSTEMS ■ N/A DOORS/FRAMES/HARDWARE ■ N/A WINDOWS / GLASS AND GLAZING ■ N/A DRYWALL/ACOUSTICAL ■ N/A FLOOR COVERINGS ■ N/A PAINTING ■ N/A SPECIALTIES ■ N/A EQUIl'MENT ■ N/A RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 68 of 64 FURNISHINGS ■ N/A MECHANICAL, ELECTRICAL, PLUMBING, FIRE PROTECTION ■ No FM 200 fire protection is included at IT Room. RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 69 of 64 Exhibit J Response to Construction Manager's Cost Savings Options Summary � � � � � �� g � �� , _ � c � � � � � � E �� = � � � � M ��- � �� s '�� g �� g � � � �� .�� - R � � �� q�� _�� $ � �� - LL �� 3��i� �� 3�� f� � �� °. � � � � �� °� � � � � �� Q� ��-�� ;��. .� � � � � � !.. Y �' G M- m M� +q� �il Q� � IY �� kt� fw h C F� ,� . 4 �� Wi N� L/t ~ y'��Id 1l44 tlPtlM1 MN 49�$ i'9 1(S� �� ✓A tl� AR ! $ ��: � �5�� .� �� i ��= �� -��,�.��•� �p Q��+ .��+�� +� ,�.._ ry/ � p � iiV 4} !'f � tR� �N h N t'S11 IC h M IP Pf �f H Id e- r t+4 � #G � � M G � �� E � � � q � � � � � � � t� � � � = a� � � �j � �� fi � � 6. � � : � �� .f a � q ��"�` � � � � � � �� _ �� n �_� " � �� e �i �� o C�F o a �� Y ��: E W �� E �"� �� +g � � � � � . �t � a� � }� ; � q � �r .� � � � �� E� ��i! ��p� �U ��`� � � �� $'�" � � �� a�� q��g � 8 a� �� 'c�� o � ��+� � ° �� T �� b +i�� 6 3a�� a�� dt�m� �� to� �w�#�� a . rsvac�4' rf sPn. ¢ �m � : w w� w�� e��s�a ryt�Y n�t ��osb�A�i�� iC RFP 11-202 Construction Manager @ Risk Services New FBO Terminai Page 70 of 64 Exhibit K Construction Manager's Schedule of Values IT�i CF WL'N�K 8�W1A+oaep�ed Co�d►8rw� GENERAI.00NC?iT10NS �373,882 LAN�9CAPE ALLC�NANCE �QU�°�I[7�E AREA #106 �3,Q�0 �TE l.AN09CAPE AL�(aWANGE $25,� HVAC A�i.OWAN!�E $10,UQ0 �+f71� "TREATMENT �1,Stt� DEMbLITidV � HA�ARC�CNJSMATERIAL AE�A�'ENIEtVT S'i1�,756 S'1TEWORK 'J�7�2,T15 FENCING S�i.043 Gt)AICI�TE �31 �,326 MIASONRY $211,316 �`�EL $182,9�i9 IM��i`AL 7Rla�S �149,674 FtOtJC`�1-i CAI2FEIU1'RY 35.G2�6 FJiTERIOR "TRIM $68,505 MILLWQRK 8� INTEi�Oi� TRi�I �186,899f F�UC)FING S'�►a9,2�t VV'AT�RPRpQFI NG / CAU L K I NG S�,$20 DO�RS�' Ff�AMES� HARbWAF� $9�,542 wocaa vv�r�rxatrvs �s,asx GLASSANQ GLAZi�fG �28,827 DRYWAL�. FRAMINGE� 5HF14THI�It�fCE1tlf�GS ,344 F1QCJ�i11dG �9;112 PAINTINfia 5�27,9�8 S1 C�VA�� 518,�t7p 5f+ECIALTIES 519.031 APPI.I�AN�S �3,t?�6 FlF� P�"�C'�IaM SZS,�6 RUM�I[dG S�i,235 H1fAC �,4� E!'�G1R1�A1, g890�,55(�7 C�N�L LIABILII'Y I��I.IR�►hl�� CH/1RC9E 533,53T BUiLGERSFtISK i1+i�URANGE 54,547 GROSS REG�tFT� TA�C $7� BUIL�IhIG PE�lITa 5�9,79iD P�i�ANCE $� PaY'��NT �t?IVQS S�f`i.94? C�MJTRACTC)R"S FEE 32�8�,4�'I �iUARANT�IN1a4X1AlItN�1 PRIt� (�Af"} �,�1 ADDITIYEA�TER�UITC� '�IlPORARY ��1LITIE�(ALLt3!W �4'��3 CdNTI�lIQ�GY (2lCi} �Q�pp RFP 11-202 Construction Manager @ Risk Services New FBO Terminal Page 71 of 64 Exhibit L Construction Mana er's Construction Schedule R N Q N N 5 O � � � � � � � � � � � ti � � e � ° � ��'� � �� Q ��:� � � �� c M:�'��:f� � �� M,� �� ,i � ��.��_�� .:. .�� _��_ .�..� . .�. •:�� s � � � �� m � � m � �` � �� . � �� $ �� S� 4 �� 1:�� .� �� $ °� �� _ � �� E � �� : �_ � � Q� �� ° �� ,�—Q �� ::: E � R � � Q� � �` k � � ��......-_� °°' _-- -- ° W � � '�} � � �` `�} ^ ^ � y'! :� ^ � a�,.r '"''�r��+ � M ��a LL � Z � �. 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