HomeMy WebLinkAboutJOHNSON LASCHOBER & ASSOCIATES WEBSTER DETENTION CENTER PHASE 11 1941 PHINZY ROAD a - �
� STANDARD FORM OF CONTRACT
FOR PROFESSIONAL
ARCHITECTURAL SERVICES
BETWEEN
AUGUSTA, GEORGIA
A Political Subdivision of the State of Georgia
(hereinafter referred to as the Owner)
AND
Johnson, Laschober & Associates,
P.C.
(hereinafter referred to as the Architect)
Date: Contract Date Will Be the Date of the Last Signature
The Professional Architectural Services required by this Contract are to be rendered for
the following project, hereinafter identified as the "Project":
Project Name: Webster Detention Center — Phase II
Project Address: 1941 Phinizy Road
City/State/Zip: Augusta, Georgia 30906
Project ID #: #11-104
General Project A new approx. 30,724 s.f. state of the art Inmate Processing Center
Description: located at the Charles B. Webster Detention Center.
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Table of Contents
Article 1 Representations
Article 2 Notices
Article 3 Definitions
Article 4 Relationship of the Parties
Article 5 Basic Services
Article 6 Additional Services
Article 7 Design Not to Exceed
Article 8 Compensation
Article 9 Period of Service
Article 10 Owner's Responsibilities
Article 11 Insurance
Article 12 Indemnification
Article 13 Termination of Agreement
Article 14 Successors/Assignment
Article 15 Ownership of Documents/Confidential Information
Article 16 Additional Provisions
Article 17 Project Records
Article 18 Prohibition Against Contingent Fees
Article 19 Exhibits and Attachments
Article 20 Entire Agreement
Exhibit A Basic Services
Exhibit B Program of Requirements
Exhibit C Schedule
Exhibit D Insurance
Exhibit E Asbestos — Statement of Declaration
Exhibit F Non Collusion Affidavit
Exhibit G Construction Contract
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This Contract for Professional Architectural Services is entered into befinreen:
Owner
Owner's Name: Augusta, Georgia
Owner's Address: 530 Greene Street, Room 806
City/State/Zip: Augusta, Georgia 30911
and
Architect
Architect's Name: Johnson, Laschober & Associates, P.C.
Architect's Address: 1296 Broad Street
City/State/Zip: Augusta, Georgia 30901
This Contract for Professional Architectural Services is executed under seal, and shall
be effective on the date signed by the last party to do so.
AUTHORIZED REPRESENTATIVES:
The authorized representatives and addresses of the Owner and the Architect are:
Owner's Representative
Firm Name: Heery International, Inc.
Name: Richard Ingram
Address: 501 Greene Street, Suite 307
City/State/Zip: Atlanta, Georgia 30901
Email Address: rinqram(a�augustaaa.qov
Phone: 706-842-5543 Cell: 706-836-9137 Fax: 706-821-2484
Architect's Representative
Name: Charles (Joe) Johnson, P.E.
Address: 1296 Broad Street
City/State/Zip: Augusta, Georgia 30901
Email Address: jjohnson@thejlagroup.com
Phone: 706-724-5756
NOW, THEREFORE, 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 Architect agree:
ARTICLE 1
REPRESENTATIONS
By executing this Contract, the Architect makes the following express representations to
the Owner:
1.1 The Architect is professionally qualified to act as the architect for the Project
and is licensed to practice architecture by all public entities having jurisdiction
over the Architect and the Project;
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1.2 The Architect has and shall maintain all necessary licenses, permits or other
authorizations necessary to act as architect for the Project until the Architect's
duties hereunder have been fully satisfied;
1.3 The Architect has become familiar with the Project site and the local conditions
under which the Project is to be designed, constructed, and operated;
1.4 The standard of care for all professional architectural services perFormed to
execute the work under this contract shall be the care and skill ordinarily used
by members of the design profession practicing under similar conditions at the
same time and locality of the Project.
1.5 The Architect will prepare all documents and items required by this Contract
including, but not limited to, all contract plans and specifications, in such a
manner that they shall be coordinated and adequate for construction and shall
be in conformity and comply with all applicable law, codes and regulations as
required by the standard of care;
1.6 The Architect assumes full responsibility to the Owner for the negligent or willful
acts and omissions of Architect's consultants or other employed or retained by
the Architect in connection with the Project;
1.7 The Owner and Architect each acknowledges that it has reviewed and
familiarized itself with this Contract for Professional Architectural Services, and
agrees to be bound by the terms and conditions contained herein.
ARTICLE 2
NOTICES
2.1 Unless otherwise provided, all notices shall be in writing and considered duly
given if the original is (a) hand delivered; (b) delivered by facsimile; (c) sent by
U.S. Mail, postage prepaid, or (d) sent in a".pdf' format via email. All 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 Proiect - The Project shall be as described above.
3.2 Services - The Services to be performed by the Architect under this Agreement
shall consist of the Basic Services described in Article 5 and any Additional
Services included under Article 6.
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3.3 Construction Contract Award Price (CCAP) — For the purpose of this Contact,
the CCAP shall be defined as the Guaranteed Maximum Price, as negotiated
and agreed to between the Owner and the selected CM at Risk firm. The term
"Construction Contract Award Price (CCAP)" shall be understood to be
equivalent in meaning to the term "Guaranteed Maximum Price (GMP)," when
used herein. CCAP includes all costs of the work including CM's General
Conditions and fee.
3.4 Construction Contract Documents - The Construction Contract Documents
shall consist of the plans and specifications prepared by the Architect, and any
addenda and change orders thereto, and the Owner-Contractor Agreement, all
of which shall be compatible and consistent with this Agreement.
3.5 Contractor - The Contractor is the person or entity which enters into an
agreement with the Owner to perform the construction of or any construction on
the Project, including, without limitation, the providing of labor, materials, and
equipment incorporated or to be incorporated into the Project. The term
"Contractor" means the Contractor or its authorized representative, but
excludes the Owner's Representative and the Architect. The term "Contractor"
shall be understood to be equivalent in meaning to the tem "CM at Risk".
3.6 Basic Services Compensation. Basic Services Compensation shall be the
lump sum fee designated in Article 8 to be paid by the Owner to the Architect in
connection with the performance of the Basic Services by the Architect.
3.7 Program of Requirements. The Program of Requirements or "Program" is the
detailed written summary of the requirements of the facility which sets forth the
Owner's design objectives, constraints and criteria, including space
requirements and relationships, quality levels, flexibility and expandability,
special equipment and systems and site requirements, as described in Exhibit
B, which is the product from the conceptual study period.
3.8 Desiqn Phase Change Order - A Design Phase Change Order is the form of
documentation from the Owner approving and authorizing a modification to the
Program, Budget, or previously approved Design Phase documents.
ARTICLE 4
RELATIONSHIP OF THE PARTIES
4.1 Professional Architectural Services - The Architect shall provide professional
architectural/engineering services for the Project in accordance with the terms
and conditions of this Agreement. The Architect's performance of services
shall be as a professional consultant to the Owner to carry out the activities of
Project design and construction administration and to provide the technical
documents and construction administration to achieve the Owner's Project
objectives.
4.2 Owner Representation - The Owner plans to employ and assign a Project
Manager from Heery International, Inc., or similar type firm, to serve as the
Owner's Representative. The Owner's Representative has no design
responsibilities of any nature. None of the activities of the Owner's
Representative supplant or conflict with the design, budget or any other
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services and responsibilities customarily furnished by the Architect or their Sub
consultants in accordance with generally accepted architectural/engineering
practices. The Architect shall fully cooperate with the Owner's Representative.
Instructions by the Owner to the Architect relating to services performed by the
Architect will be issued or made by or through and in accordance with
procedural, organizational, and documentation standards established by the
Owner's Representative. Communications and submittals of the Architect to
the Owner and Contractor shall be in writing and issued or made in accordance
with similar procedural and documentation standards established by the
Owner's Representative. The Owner's Representative shall have the authority
to establish procedures, consistent with this Agreement, to be followed by the
Architect and Contractor and to conduct periodic meetings to be attended by
the Architect, and their sub consultants, throughout the duration of this
Agreement.
4.3 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. The Architect can rely on the
accuracy of this information.
4.4 Architect Representation —
4.4.1 The Architect shall provide a list of all consultants (and sub consultants) which
the Architect intends to utilize relating to the Project prior to commencing work
on the Project. The list shall include such information on the qualifications of
the consultants as may be requested by the Owner. The Owner will review the
consultants proposed. The Architect shall not retain a consultant to which the
Owner has an objection. The Architect shall use individuals or firms that are
licensed and regularly engaged in the fields of expertise required for this
Project. Architect shall provide Owner with statement assuring design of the
Project to the construction industry in the state of Georgia standard of care.
4.4.2 The Architect shall provide to the Owner with a list of the proposed key project
personnel of the Architect and its consultants to be assigned to the Project.
This list shall include such information on the professional 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 Architect's (or its
consultants or sub consultants, if applicable) employ.
4.4.3 If required by the Owner's Representative, all agents and workers of the
Architect and its sub consultants shall wear identification badges provided by
the Architect at all times that they are on the Owner's property. The
identification badge shall at a minimum display the company name and
telephone number and the employee name.
4.4.4 The Architect understands and agrees that should the Owner's Representative
or other ConsultanYs provide the Architect 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
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shall in no way relieve the Architect of the responsibility of fulfilling its
obligations and responsibilities under this Agreement.
ARTICLE 5
BASIC SERVICES
5.1 The Architect shall provide the basic services as described in Exhibit A.
ARTICLE 6
ADDITIONAL SERVICES
6.1 If any of the following Additional Services are authorized in advance by the
Owner in writing, the Architect shall furnish or obtain from others the authorized
services. If authorized in advance, in writing, by the Owner, the Architect shall
be paid for these additional services by the Owner pursuant to Article 8.3 to the
extent they exceed the obligations of the Architect under this Agreement.
6.1.1 Providing fully detailed presentation models or presentation renderings, not
included in Basic Services.
6.1.2 Providing financial feasibility or other special studies, not included in Basic
Services.
6.1.3 Providing planning surveys or alternative site evaluations.
6.1.4 Providing design services relative to future facilities, systems and equipment
which are not intended to be constructed as part of the Project other than
general planning and Master Planning for future work as indicated by the
Program of Requirements.
6.1.5 Making major revisions in Drawings, Specifications or other documents when
such revisions are inconsistent with written approvals or instructions previously
given by the Owner.
6.1.6 Preparing supporting data and other services in connection with an Owner-
initiated change order if the Basic Compensation is not commensurate with the
services required of the Architect.
6.1.7 Providing operating and maintenance manuals, training personnel for operation
and maintenance, and consultation during operations other than initial start-up,
and coordinating with the Contractor(s) to provide in electronic format, as
designated by the Owner's Representative, detailed product and warranty
information for input to the Owner's Facility Management computer system.
6.1.8 Providing soils sampling, classification and analysis; however, analysis of
existing soils information and soils analysis during the Design Phase and
recommendations needed during the Construction Phase of the Project are not
considered additional services.
6.1.9 Providing services of interior furnishings not included in the design contract.
6.1.10 Providing professional services made necessary by the default of a Contractor
or by major defects in the Work of the Contractor in the performance of the
Construction Contract which the Architect could not reasonably have prevented
through inspection, observation or intervention.
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6.1.11 Providing surveying services such as platting; mapping; subdivision
agreements or recording subdivision plats.
6.1.12 Providing additional services prior to actual substantial completion of the
Project made necessary by delays or defects in the work of the Contractor
which the Architect could not reasonably have prevented through inspection,
observation or intervention which prolongs the Construction Contract time by
more than 90 days.
6.1.13 Providing extensive assistance in the initial start-up and test operations of
equipment or systems which is beyond the scope of that normally required to
insure proper operation in accordance with the design and specifications.
6.1.14 Providing additional services and costs necessitated by out-of-town travel
required by the Architect and approved by the Owner other than visits to the
Project and other than for travel required to accomplish the Basic Services.
6.1.15 Providing consultation concerning replacement of any Work damaged by fire or
other cause during construction, and furnishing professional services of the
type set forth in Basic Design Services as may be required in connection with
the replacement of such Work.
6.1.16 Providing services after payment by the Owner of the Final Payment to the
Architect other than services called for in the Basic Services.
6.1.17 Providing any other services not otherwise included in this Agreement or not
customarily furnished in accordance with generally accepted architectural
practices consistent with the terms of this Agreement.
6.1.18 The Architect shall provide testimony in public hearings, arbitration
proceedings, and legal proceedings, and such testimony shall be provided
without additional fee or charge to the Owner unless said testimony is
requested by the Owner and consists of expert testimony not related to this
Project or Work.
ARTICLE 7
DESIGN NOT TO EXCEED
7.1 Owner's Budget - The Architect understands and acknowledges that the Owner
has established a budget for the Project. The Construction Contract Award
Price (CCAP) shall not exceed Seven Million Four Hundred Ninety Thousand
Eight Hundred Thirty One and 00/100's ($7,490,831.00)
7.2 Limitation On Construction Contract Award Price - The Architect agrees to
design the Project so that the actual CCAP does not exceed the budgeted
CCAP indicated above.
7.3 Owner's Remedies for Excessive Cost - If the lowest bona fide bid or
negotiated CCAP exceeds the Owner's budgeted CCAP by more than five
percent (5%) the Owner may, in addition to any other remedies provided in this
Contract;
7.3.1 accept the bid or negotiated CCAP;
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7.3.2 require the Architect, at no cost to the Owner, to re-bid or re-negotiate
the Work;
7.3.3 cancel the Work or any portion of the Work;
7.3.4 revise the scope of the Work, as required to reduce the CCAP;
7.3.5 require the Architect, at no cost to the Owner, to modify the
Construction Documents and re-bid or re-negotiate the Work to result
in a bid or negotiated CCAP within the budgeted CCAP. In order to
reduce the CCAP to the budgeted CCAP, the Architect shall, in
addition to the above, at the Owner's request and at no additional cost
to the Owner,
7.3.5.1 provide value engineering to reduce the CCAP to the budgeted
CCAP;
7.3.5.2 assist the Owner in redefining the scope of the Project;
7.3.5.3 incorporate all scope reductions and Project modifications into the
modified Construction Documents.
7.3.5.4 the Owner will reasonably cooperate in identifying cost cutting
measures.
ARTICLE 8
COMPENSATION
8.1 Basic Services Compensation - The Owner shall compensate the Architect in
accordance with the terms and conditions of this Agreement, including the
following:
8.1.1 The Total Contract Amount for the Architect shall be Four Hundred Ninety
Seven Thousand Two Hundred and 00/100's Dollars ($497,200.00) The Total
Contract will be broken out as follows:
Basic Services Compensation shall be in the amount of Four Hundred Fifty
Two Thousand and 00/100's Dollars ($452,000.00).
Compensation for reimbursable expenses will be a not to exceed amount of
Forty Five Thousand Two Hundred and 00/100's Dollars ($45,200.00)
8.1.1.1 For the purposes of Subparagraph 8.1.1, no amount is to be included within the
scope of the CCAP for the cost of land, rights-of-way or other non-construction
costs which are the responsibility of the Owner.
8.1.1.2 For the purposes of Subparagraph 8.1.1, no labor and materials furnished by
the Owner for the Project shall be included with the scope of the CCAP unless
designed by the Architect.
8.1.1.3 For the purposes of Subparagraph 8.1.1, should the Owner request additions
to the Project which would cause a change or changes in the scope of the
Program of Requirements or previously approved designs or design criteria,
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the CCAP shall be increased by the aggregate amount of such change(s) and
the commensurate adjustment to the compensation will be negotiated.
8.1.1.4 In the event the Owner requests changes to the Project or elects not to
complete the work or any portion thereof, which would decrease the most
recently approved CCAP, basic compensation due the Architect, as to such
deletion or decrease, shall be adjusted through negotiation downwards for
remaining services to be performed but not for services already performed to
the date of receipt by the Architect of the written requested change or notice of
the intent not to complete part or all of the work, in accordance with the basic
payment schedule set forth in Paragraph 8.2 herein.
8.1.1.5 The Basic Services Compensation stated in Paragraph 8.1.1 includes all
compensation and other payments due the Architect (labor, overhead, profit,
direct costs) in the performance of the Basic Services.
8.2 Pavments to the Architect - Payments on account of the Architect shall be
made as follows:
8.2.1 Payments for Basic Services, including any design phase change orders, shall
be made monthly in proportion to services performed so that the compensation
at the completion of each Phase shall equal the following percentages of the
Basic Services Compensation. Payment shall be made monthly upon
presentation of the Architect's statement of services, fully supported by
invoices, time sheets (for add services if needed), and certifications that all
consultants and sub consultants have been paid from previously submitted
invoices, and other documentation as requested by the Owner.
Phase Phase Value Percentage
Complete
Conceptual Study Period / Design 5% 5%
Narrative
Schematic Design 10% 15%
Design Development 10% 25%
Construction Document 35% 60%
Permitting and Bidding/Negotiation 5% 65%
Construction 30% 95%
Final Completion 5% 100%
8.2.1.1 Schedule of Values: The Architect is required to provide a Schedule of
Values which includes a breakdown of contract amount and cost distribution for
each sub consultant along with the Prime Architects Fees.
8.2.2 No deductions shall be made from the Architect's Basic Services
Compensation on account of penalty, liquidated damages, retainage or other
sums withheld from payments to Contractor.
8.2.3 Reimbursable Expenses incurred while performing Basic or Additional Services
shall be computed at a multiple of 1.00 times actual cost. Reimbursable
Expenses shall include such reasonable, actual expenditures made by the
Architect, his employees, or his professional consultants in the interest of the
Project, limited to the following: the reasonable travel expenses when traveling
from the Architect's office to a location outside of the Metropolitan Augusta
Area in connection with the Project; and expenses for reproductions for
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submittals, postage, courier, delivery charges, telecommunications and
facsimile, USGBC registration, and handling of Drawings and Specifications,
beyond those for the Architect's and sub consultants' use. It is the Owner's
intent to pay the cost for reproductions for drawings and specification releases
for design and construction directly.
8.2.4 If the Project is suspended for more than four (4) months or abandoned in
whole or in part by the Owner, the Architect shall be paid compensation for
services performed prior to receipt of written notice from the Owner of such
suspension or abandonment. If the Project is resumed after being suspended
for more than six (6) months, the Architect's Basic Services Compensation
shall be equitably adjusted.
8.3 Additional Services Compensation
8.3.1 With respect to any Additional Services, as described in Article 6 herein,
performed by the Architect hereunder, the Architect and Owner shall negotiate
an equitable adjustment to the Basic Services Compensation. However, if
negotiations are not successful prior to the time the additional services are
needed, the Owner may direct the Architect to proceed with the Additional
Services on a time spent basis with Additional Services Compensation to be
computed as follows:
8.3.1.1 Employees' time computed at a multiple of 3.2 times the employees' Raw
Hourly Rate.
8.3.1.2 Re-inspection and re-submittal review time that is billable to the Contractor
shall be reimbursed to the Architect at the rate indicated in 8.3.1.1 above.
8.3.2 Payments for Additional Services of the Architect shall be made monthly upon
presentation of the Architect's statement of services, fully supported by
invoices, time sheets, and other documentation as requested by the Owner.
8.4 Accountinq Records
8.4.1 Records of the Architect with respect to Additional Services and payroll, and
consultant and other expenses (including Reimbursable Expenses) pertaining
to the Project, shall be kept according to generally accepted accounting
principles and shall be available to the Owner or its authorized representative
for inspection and copying at any time.
8.4.2 At the request of the Owner or its authorized representative, the Architect will
supply in a timely manner and certify as accurate, unaltered copies of all time
sheets, invoices, and other documents to substantiate and document any and
all Additional Services and Reimbursable Expenses.
ARTICLE 9
PERIOD OF SERVICE
9.1 Specific dates relating to the period of services are set forth in Exhibit C.
9.2 Unless earlier terminated as provided in Article 13 herein, this Agreement shall
remain in force for a period which may reasonably be required for the Basic
Services and Additional Services hereunder. However, the provisions of the
Agreement relating to Representations (Article 1); Professional Liability
coverage (Article 11.1); Indemnification (Article 12); and Ownership of
Documents/Confidential Information (Article 15) shall remain in effect after
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termination of the other provisions of the Agreement. No obligations under this
Agreement shall extend beyond the period when the applicable statutes of
limitations or repose would bar the institution of legal proceedings arising out of
the services performed hereunder.
9.3 If the Project is delayed through no fault of the Architect, all specific dates
noted in the Exhibit C that are affected by the delay will be adjusted by the
number of calendar days of the delay.
9.4 If the Owner materially revises the Project, a reasonable time extension and/or
credit shall be negotiated between the Architect and the Owner.
9.5 Architect agrees to exercise diligence in the performance of its services
consistent with the agreed upon project schedule, subject however, to the
exercise of the generally accepted standard of care for performance of such
services.
ARTICLE 10
OWNER'S RESPONSIBILITIES
10.1 The Owner shall provide full information regarding the requirements for the
Project.
10.2 The Owner shall examine documents submitted by the Architect and shall
render decisions which pertain thereto promptly, to avoid unreasonable delay in
the progress of the Architect's Services.
10.3 If required for this 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 as-built drawings and specifications 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.
10.4 The Owner shall pay for the services of a soils engineer or other consultant,
when such services are deemed necessary by the Architect 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 professional interpretations thereof.
10.5 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.
10.6 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
Contractor has used the moneys paid to it under the Construction Contract.
10.7 All services, information, surveys and reports required of the Owner shall be
furnished at the Owner's expense and the Architect shall be entitled to rely
upon their accuracy and completeness.
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10.8 The Owner shall furnish information and approvals required of it expeditiously,
for orderly progress of the Work.
10.9 The Architect shall provide documents so that the CM at Risk may 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
customary for the CM at Risk to obtain any permits and/or licenses, the
Architect shall coordinate this on behalf of the Owner.
ARTICLE 11
INSURANCE
11.1 The Architect shall provide the Insurance as described in Exhibit D.
ARTICLE 12
INDEMNIFICATION
12.1 Nofinrithstanding anything to the contrary contained herein, the Architect shall
indemnify and hold harmless the Owner, the Owner's Representative, Heery
International, who is authorized to act on the Owner's behalf, and their
employees from and against all claims, damages, losses and expenses,
including but not limited to reasonable attorney's fees, to the extent caused by
(1) the Architect's negligent performance or failure to perform its obligations
under this Agreement and (2) 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 and caused by any negligent act or omission of
the Architect, anyone directly employed by the Architect or anyone for whose
acts the Architect is legally 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.
12.2 Notwithstanding anything to the contrary contained herein, the Owner shall
indemnify and hold harmless the Architect and its 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 (1) the Owner's performance
or failure to perform its obligations under this Agreement and (2) any claim,
damage, loss or expense attributable to bodily injury, sickness, disease or
death, or to injury to or destruction of personal property including the loss of
use resulting there from and caused solely by any negligent act or omission of
the Owner or any consultant hired by the Owner pursuant to Article 4 above.
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.
12.3 Except as otherwise set forth in this Agreement, the Architect 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, pandemic, atmospheric condition of unusual severity,
war, acts of terrorism, and strikes. The Owner shall not be liable to the
Architect for acts or failures to act by the Contractor.
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12.4 In no event shall either party be liable to the other for any indirect, incidental, or
consequential damages of any kind or nature.
ARTICLE 13
TERMINATION OF AGREEMENT
13.1 If: (a) the Owner abandons the Project or the Project is stopped for more than
six (6) months due to actions taken by the Owner, or under an order of any
court or other public authority having jurisdiction, or as a result of an act of
government, such as a declaration of a national emergency making materials
unavailable through no act or fault of the Architect or its agents or employees,
or (b) the Owner has failed to substantially perform in accordance with the
provisions of this Agreement due to no fault of the Architect and such non-
performance continues without cure for a period of thirty (30) days after the
Owner receives from the Architect a written notice of such non-performance
(including a detailed explanation of the actions of the Owner required for cure),
the Architect may, upon fifteen (15) days' additional written notice to the Owner,
terminate this Agreement, without prejudice to any right or remedy otherwise
available to the Architect, and recover from the Owner payment for all services
performed to the date of the notice terminating this Agreement.
13.2 Upon the appointment of a receiver for the Architect, or if the Architect makes a
general assignment for the benefit of creditors, the Owner may terminate this
Agreement, without prejudice to any right or remedy otherwise available to the
Owner, upon giving three (3) days written notice to the Architect. If an order for
relief is entered under the bankruptcy code with respect to the Architect, the
Owner may terminate this Agreement by giving three (3) days written notice to
the Architect unless the Architect or the trustee: (a) promptly cures all
breaches; (b) provides adequate assurances of future performance; (c)
compensates the Owner for actual pecuniary loss resulting from such
breaches; and (d) assumes the obligations of the Architect within the statutory
time limits.
13.3 If the Architect persistently or repeatedly refuses or fails, except in cases for
which an extension of time is provided, to supply sufficient properly skilled staff
or proper materials, or persistently disregards laws, ordinances, rules,
regulations or orders of any public authority jurisdiction, or otherwise
substantially violates or breaches any term or provision of this Agreement, then
the Owner may, without prejudice to any right or remedy otherwise available to
the Owner, and after giving the Architect seven (7) days written notice,
terminate this Agreement.
13.4 Upon termination of this Agreement by the Owner under Paragraph 13.2 and
13.3 the Owner shall be entitled to furnish or have furnished the Services to be
performed hereunder by the Architect by whatever method the Owner may
deem expedient. Also, in such cases, the Architect shall not be entitled to
receive any further payment until completion of the Work; and the total
compensation to the Architect under this Agreement shall be the amount which
is equitable under the circumstances. If the Owner and the Architect are
unable to agree on the amount to be paid under the foregoing sentence, the
matter may be referred to a mutually agreed upon dispute settlement process.
14
13.5 The Owner may, upon thirty (30) days written notice to the Architect, terminate
this Agreement, in whole or in part, at any time for the convenience of the
Owner, without prejudice to any right or remedy otherwise available to the
Owner. Upon receipt of such notice, the Architect shall immediately
discontinue all services affected unless such notice directs otherwise. In the
event of a termination for convenience of the Owner, the Architect's sole and
exclusive right and remedy with respect to its compensation is to be paid for all
work perFormed and to receive equitable adjustment for all work performed up
to and including the date of termination. The Architect shall not be entitled to
be paid any amount as profit for unperformed services or consideration for the
termination of convenience by the Owner.
13.6 Should the Owner terminate this agreement as provided for under this Article,
the Owner will acquire such drawings, including the use of all drawings,
specifications, documents and materials relating to the Project prepared by or
in the possession of the Architect. The Architect will turn over to the Owner in a
timely manner and in good unaltered condition all original drawings,
specifications, documents, materials, and computer files. In recognition that all
materials turned over under this Article may not be complete, the Owner
agrees to defend, indemnify, and hold harmless the Architect from and against
any and all liability, damages, expenses, and costs (including reasonable
attorneys' fees), arising from or related to the use or modification of materials
originally prepared by the Architect under this Agreement. This indemnity shall
apply to use of the Architect's materials on this or any other project. The
Owner shall also remove or obscure all marking on any documents or material
prepared by the Architect that are sufficient to identify Architect as the author
thereof.
ARTICLE 14
SUCCESSORS/ASSIGNMENT
14.1 This Agreement shall inure to the benefit of and be binding on the heirs,
successors, assigns, trustees and personal representatives of the Owner, as
well as the permitted assigns and trustees of the Architect.
14.2 The Architect shall not assign, sublet or transfer its interest in this Agreement
without the written consent of the Owner, except that the Architect may assign
accounts receivable to a commercial bank or financial institution for securing
loans, without prior approval of the Owner.
14.3 Nothing contained herein shall create any relationship, contractual or
otherwise, with, or any rights in favor of, any third party.
ARTICLE 15
OWNERSHIP OF DOCUMENTS/CONFIDENTIAL INFORMATION
15.1 Drawings and Specifications as instruments of service are and shall remain the
joint property of the Architect and the Owner whether the Project for which they
are made is built or not. Said documents and design concept are not to be
used by the Architect or the Owner on other projects. The Owner shall retain
reproducible copies and electronic copies of Drawings and Specifications for
information and reference and use in connection with the Owner's use and
15
occupancy of the Project and for the Owner's future requirements of the
Project's facilities including without limitation any alteration or expansion in any
manner the Owner deems appropriate without additional compensation to the
Architect. The Owner shall indemnify and hold harmless the Architect against
any liability resulting from any use of the Drawings and Specifications without
the Architect's consent.
15.2 In order for the Architect to fulfill this Agreement effectively, it may be
necessary or desirable for the Owner to disclose to the Architect confidential
and proprietary information and trade secrets pertaining to the Owner's past,
present and future activities. The Architect hereby agrees to treat any and all
information specifically advised as "confidential' by the Owner and provided to
the Architect in the course of the Architect's professional services hereunder,
as strictly confidential, unless withholding such information would violate the
law, create the risk of significant harm to the public or prevent the Architect
from establishing a claim or defense in an adjudicatory proceeding. The
Architect further agrees that it will not disclose during the period of this
Agreement or thereafter to anyone outside of the authorized Project team (1)
Owner's trade secrets or (2) Owner's confidential and proprietary information.
ARTICLE 16
ADDITIONAL PROVISIONS
16.1 The Owner and Architect agree to endeavor to provide written notification and
to negotiate in good faith prior to litigation concerning claims, disputes, and
other matters in question arising out of or relating to this Agreement or the
breach thereof.
16.2 Nothing herein contained shall be construed to require the parties to provide
written notifications or engage in negotiations prior to the institution of litigation
nor to submit for alternative dispute resolution by a third pariy or parties any
such claim, dispute or other matter in question between the parties, but the
parties may by mutual agreement submit any claim, dispute or other matter at
issue to arbitration, or such other alternative dispute resolution procedure as
may be mutually agreed upon between the parties.
16.3 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 Architect and Owner respectively.
16.4 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
Architect.
16.5 This Agreement shall be governed by the laws of the State of Georgia, U.S.A.
16.6 If any one or more of the provisions contained in this Agreement, for any
reason, are held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
thereof and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
16
16.7 Except where specifically stated otherwise, all periods of time stated in terms of
days shall be considered periods calculated in calendar days.
16.8 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.
16.9 For the purpose of this Agreement unless the context clearly indicates
otherwise, the singular includes the plural, and the plural includes the singular.
16.10 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 su�cient evidence by any one
thereof.
ARTICLE 17
PROJECT RECORDS
17.1 All records relating in any manner whatsoever to the Project, or any designated
portion thereof, which are in the possession of the Architect or the Architect's
consultants, shall be made available to the Owner for inspection and copying
upon written request of the Owner. Additionally, said records shall be made
available, upon request by the Owner, to any state, federal or other regulatory
authorities and any such authority may review, inspect and copy such records.
Said records include, but are not limited to, all plans, specifications, submittals,
correspondence, minutes, memoranda, tape recordings, videos, or other
writings or things which document the Project, its design, and its construction.
Said records expressly include those documents reflecting the time expended
by the Architect and its personnel in performing the obligations of this Contract
and the records of expenses incurred by the Architect in its performance under
said Contract. The Architect shall maintain and protect these records for no
less than ten (10) vears after final completion of the Project, or for any longer
period of time as may be required by applicable law or good architectural
practice.
ARTICLE 18
PROHIBITION AGAINST CONTINGENT FEES
18.1 The Architect 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 19
EXHIBITS AND ATTACHMENTS
17
19.1 Attached hereto and incorporated herein as part of this Contract are Exhibit A—
Basic Services, Exhibit B— Program of Requirements, Exhibit C— Schedule,
Exhibit D— Insurance, Exhibit E- the Asbestos Statement of Declaration,
Exhibit F— Non Collusion Affidavit, and Exhibit G— Construction Contract.
ARTICLE 20
ENTIRE AGREEMENT
20.1 This Agreement and its Exhibits and Attachments represent the entire and
integrated agreement between the Owner and the Architect 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 Architect
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: Architect:
Augusta, Georgia Johnson, Laschober & Assoc�atzs, P.C. .
By: �
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(Name) (Name)
Mayor Vice President
(Title) (Title)
530 Greene Street 1296 Broad Street
(Street Address — No PO Box) (Street Address — No PO Box)
Augusta, Georgia 30911 Augusta, Georgia 30901
(City, State, Zip) (City, State, Zip)
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Da of ignatur Date of Signature
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Exhibit A
Basic Services
The Alternative Investigation Study — Charles B Webster Detention Center dated
December 13, 2010 and 4.0 Inmate Processing Program dated May 2, 2011, as
modified during the Conceptual Study Period to meet the budgeted CCAP, shall be the
basis for the project design. The CCAP will be established prior to commencement of
the Schematic Design Phase.
Conceptual Studv Period: The Architect shall provide the Owner with an evaluation of
the existing building program and recommended modification/selective implementation
of the existing building program to bring the program in line with the CCAP approved by
the Owner. Deliverables shall include: a. recommended program alternatives to meet
the CCAP with advantages and disadvantages, b. a modified Building Program
approved by the Owner, c. conceptual site plan and building plan sketches of the
modified program and d. a construction estimate. Architect shall not move into design
until the building program and CCAP are approved. The Owner's Representative will
verify that the cost estimate is within the CCAP.
1. Desiqn Narrative Phase
a. The Architect shall examine and analyze available information provided
by the Owner and shall advise and recommend as to additional
information necessary to begin specific design work on the Project. In
addition, the Architect shall:
i. Visit and observe the Project Site and any structures or other
features to be modified;
ii. Familiarize themselves with the survey, and the location of all
existing buildings, utilities, conditions, streets, equipment,
components and other attributes having or likely to have an impact
on the Project;
iii. Familiarize themselves with the Program of Requirements and
make any necessary revisions as required to begin the design
phase;
iv. Familiarize themselves with pertinent Project dates and
programming needs, including the Project Design Schedule;
v. Review all Project geotechnical, Hazardous Substance, structural,
chemical, electrical, mechanical and construction materials tests,
investigations and recommendations;
vi. Review local zoning restrictions and requirements;
vii. Analyze opportunities for incorporation of sustainable design
features, in support of the goal of ineeting LEED Version 3.0
Certification.
viii. Register project with USGBC.
20
ix. Gather such other information necessary for a thorough
understanding of the Project.
b. Upon analysis of all available information and prior to initiating any design
tasks, the Architect shall participate in a Pre-Design Project Analysis.
The Architect shall have in attendance the individuals who will represent
the primary architectural and engineering disciplines on the project and
others as may be requested by the Owner's Representative. The
Architect shall take and transcribe minutes of the sessions.
c. Upon conclusion of the Pre-Design Project Analysis, the Architect shall
prepare a report to the Owner (hereinafter referred to as the Design
Narrative) along with a Design Schedule acceptable to the Owner which
is the Architect's interpretation of the Project requirements, design
parameters and objectives, and results of the Pre-Design Project
Analysis. To the maximum extent possible, the Design Narrative will
contain diagrammatic studies and pertinent text relative to: design
concept; Program of Requirements; analysis of alternatives; internal
functions; human, vehicle and material flow patterns; general space
allocations; detailed analysis of operating functions; studies of adjacency,
vertical and horizontal affinities; and outline descriptions of major building
components and systems.
d. Upon written authorization from the Owner to proceed, and based on the
approved Design Narrative, the Construction Contract Award Price
(CCAP), and Program of Requirements the Architect shall prepare
Schematic Design Studies consisting of drawings and other documents
illustrating the design concept, scale and relationship of the Project
components for approval by the Owner.
2. Schematic Desiqn Phase
a. The Architect shall provide the Owner's Representative periodically with
copies of Schematic Design Studies for the Owner's Representative's
review during the Schematic Design Phase. At the end of the Schematic
Design Phase the Architect shall provide the Owner's Representative with
six (6) complete sets of prints of the drawings and other documents for
approval by the Owner along with electronic files in pdf format.
b. The Architect shall participate as requested in meetings with Owner's staff
to review the project, receive the Owner's input and provide responses to
input.
c. The Architect shall prepare documents and make presentations to
Augusta Georgia as determined by the Owners Representative.
Documents required for presentation shall include but not limited to
mounted and colored site plans, floor plans and elevations.
d. Documents prepared by the Architect for final Schematic Design Phase
submittal shall include drawings and a written report. The drawings shall
include, but not be limited to; a proposed site utilization study of the
21
, ,
� property of the Project, schematic plans of all floor plan conditions, and
simplified elevations indicating the fundamentals of the architectural
concept. The report shall include the status of the work, a summary of
programmed versus actual square footage by room or area and net to
gross comparisons in a format defined by the Owner; such discussion of
design factors, if any, as are pertinent in the opinion of the Architect; and
descriptions of proposed engineered systems, construction concepts,
materials and work to be included in the construction contracts. Further,
the report should include any pertinent minutes from meetings or
telephone conferences with, or letters from review agencies with
responses, and responses to all review comments from staff from
previous reviews. The Architect shall submit an estimate and breakdown
of the Construction Contract Award Price (CCAP) no later than five (5)
business days in advance of the scheduled SD review meeting. The
Architect shall prepare such estimates in the form prescribed by the
Owner to assure itself that the project is within the CCAP.
e. The Architect shall include as part of his submittal a statement that to the
best of his knowledge and belief the documents incorporate the design
standards conveyed by the Owner during this phase of design.
f. The Architect shall submit a statement indicating that local governing
authorities are aware of the project, and the necessary requirements of
such agency will be met to the best of his knowledge and belief.
g. To be considered acceptable for final Schematic Design Phase submittal,
the documents shall contain all of the following unless otherwise agreed
in writing:
i. Architectural
1. Overall plans (at 1/16" scale) showing complete building layout,
and identifying areas, room by room, showing square footage
with comparisons to program standards, and core areas and
their relationships.
2. Enlarged plans (at 1/8" scale) of select areas such as main entry
lobby, concourse, toilets and back of house areas.
3. Preliminary building section and elevations indicating location
and size of fenestration.
4. Preliminary furniture layouts of critical spaces.
5. Site plan with building located and overall grading plan with a
minimum of 2'- 0" contour lines. All major site development
such as orientation, access road paving, walls and outside
support buildings, structured parking facilities and paved parking
lots should be shown.
6. Gross and net area calculations separated to show conformance
with the Program of Requirements.
7. Preliminary Building Code Summary.
ii. Structural
1. Narrative of structural system (concrete, precast, structural steel
with composite deck, structural steel with bar joists, etc.).
2. Identification of foundation requirements (fill requirements, piles,
22
caissons, spread, footings, etc.).
iii. Mechanical
1. Block heating, ventilating and cooling loads estimates including
skin versus internal loading.
2. Single-line drawings of all mechanical equipment spaces, duct
chases and pipe chases.
3. Location of all major equipment in allocated spaces.
4. Location of all service entrances.
iv. Electrical
1. Lighting fixtures roughly scheduled showing types of fixtures to
be used.
2. Major electrical equipment roughly scheduled indicating size and
capacity.
3. Complete preliminary one-line electrical distribution diagrams
with indications of final location of service entry, transformers
and emergency generator, if required.
4. Description of specialized electrical systems (fire alarm, security
system, intercom, voice/data, audio/visual, etc.).
5. Legend showing all symbols used on drawings.
v. Security
1. Description of a complete Security System (monitoring, access
control, etc.)
vi. Audio/Visual
1. Description of a complete AudioNisual System (projector,
screens, sound system, etc.)
vii. Voice and Data
1. Description of a total voice and data system (phone system,
cabling, wire management, switches, servers, panels, etc.)
h. Documents not complying with Subparagraph 2.g. shall be returned to the
Architect for correction at no additional charge to the Owner and with no
change to the overall Project design schedule.
i. The Owner will be utilizing a Construction Manager at Risk to provide pre-
construction services during the Design Phase. The Construction
Manager along with the Owner's Representative will be conducting
design, constructability and coordination reviews at each phase of the
design according to the following schedule:
Review SD DD 60% CD 100 % CD
Desi n X X X X
Constructabili X X
Coordination X x
Design reviews will focus on the following:
• Completeness as applicable,
• Compliance with Program requirements,
• Compliance with the Owner's design criteria and budget,
23
• Compliance with Applicable Codes and laws.
Constructability Reviews will focus on the following:
• Value,
• Sequencing of construction,
• Duration of construction of various building methods,
• Constructability.
Coordination reviews will focus on the following:
• Coordination by the Design Consultant of the various
disciplines, including architectural, structural, mechanical,
electrical and plumbing.
No later than five days prior to the SD Review Meeting, the Architect will
submit the Schematic Design Documents to the CM at Risk and the
Owner's Representative. Comments from the reviews done by the CM at
Risk and the Owner's Representative will be discussed at the Schematic
Design Review meeting. The architect will be required to provide a
detailed response to each review item no later than five (5) days following
the Schematic Design Review meeting. Vague responses such as "will
comply" are not acceptable.
j. Upon Owner acceptance and approval of the Schematic Design, the
structural bay sizes, floor elevations and exterior wall locations (building
"footprint") may not be changed except by a Design Phase Change
Order.
k. The Architect shall provide electronic images (in pdf format) at each
phase of the design for use by Augusta Georgia on their website.
I. The Architect shall provide in-progress sketches, at each phase of the
design, mounted on presentation boards for display in the Main Lobby of
the existing Municipal Building.
3. Design Development Phase.
a. The Architect shall prepare from the approved Schematic Design Studies,
for further approval by the Owner, the Design Development Documents
consisting of drawings and other documents to fix and describe the size
and character of the entire Project as to structural, mechanical and
electrical systems, materials and such other essentials as may be
appropriate.
b. Design Development Documents prepared by the Architect shall include
drawings and a written report in more detail than the Schematic Design
Documents and shall take into account the Owner's comments on the
previous submittal. The report shall include the status of the work, a
summary of programmed versus actual square footage by room or area in
a format defined by the Owner, such discussion of design factors, if any,
as are pertinent in the opinion of the Architect; and outline descriptions of
proposed engineered systems, construction concepts, materials and work
24
to be included in the construction contracts. Drawings shall include
dimensioned site development plan, floors plans, elevations, and typical
sections indicating proposed construction. Drawings shall also include
information on major finishes as well as diagrammatic drawings
illustrating fundamentals of major engineered systems, i.e., structural,
mechanical and electrical. The Architect shall submit an estimate and
breakdown of the Construction Cost Award Price (CCAP) no later than
five (5) business days in advance of the scheduled DD review meeting.
The Architect shall prepare such estimates in the form prescribed by the
Owner to assure itself that the project cost is within the CCAP.
c. The Architect shall include as part of his submittal a statement that to the
best of his knowledge and belief the documents incorporate the design
standards conveyed by the Owner during this phase of design.
d. The Architect shall submit the final Design Development package,
pertinent meeting minutes, etc. to show how review comments made in
Schematic Design have been addressed. It should be clear from the
notes where the specific item was incorporated into the Design
Development submittal or an explanation if it was not incorporated.
e. The Architect shall provide the Owner's Representative periodically with
copies of in-progress Design Development Documents during the Design
Development Phase. At the end of the Design Development Phase the
Architect shall provide the Owner's Representative with a complete set of
the drawings and other documents for approval by the Owner in an
uneditable electronic media. The documents for this final Design
Development Phase submittal shall contain all of the following unless
otherwise agreed in writing:
i. Architectural
1. Project phasing plan.
2. Building Code Summary Sheet.
3. Life safety plans showing all fire walls and egress calculations.
4. Floor plans (at 1/8" scale) with final room locations including all
openings.
5. Roof plan (at 1/8" scale) indicating structural slope, drainage
areas and drain locations.
6. Wall sections showing final dimensional relationships, materials
and component relationships.
7. Plans shall show typical furniture layouts associated with an
Inmate Intake facility.
8. Finish schedule identifying all finishes.
9. Preliminary door and hardware schedule showing final quantity
plus type and quality levels.
10. Virtually complete site plan including grading and drainage.
11. Preliminary development of details, including millwork details
and large scale blow-ups.
12. Legend showing all symbols used on drawings.
13. Outline of materials to be specified in the CD phase.
14. Reflective ceiling development including ceiling grid and all
devices that penetrate the ceiling (i.e., light fixtures, sprinkler
25
t f
heads, ceiling register or diffusers, etc.).
ii. Structural
1. Plan drawings with all structural members located and sized.
2. Final building elevations.
3. Outline of materials to be specified in the CD phase.
4. Foundation drawings.
iii. Plumbinq
1. Piping, fixtures and equipment substantially located and sized.
iv. Mechanical
1. Heating and cooling load calculation for each space and major
duct or pipe runs sized to interface with structural.
2. Major mechanical equipment scheduled indicating size and
capacity.
3. Major mechanical equipment scheduled indicating size and
capacity.
4. Ductwork and piping substantially located and sized (mains
only).
5. Above ceiling and/or mechanical room layouts to verify all,
structural, mechanical, plumbing, electrical and fire protection
systems fit in available spaces.
6. Typical devices in ceiling located in public spaces.
7. Legend showing all symbols used on drawings.
8. Outline of materials to be specified in the CD phase.
9. Completed life cycle cost analysis.
v. Electrical
1. Power consuming equipment and load characteristics.
2. Electric load estimate.
3. Major electrical equipment (switchgear, distribution panels,
emergency generator, transfer switches, UPS system, etc.)
dimensioned and drawn to scale into the space allocated.
4. Preliminary site lighting design coordinated with Georgia Power.
5. Outline of materials to be specified in the CD phase.
6. Lighting, power, telecommunications and office automation
devices and receptacles shown in plan.
7. Preliminary light fixture schedule.
One line diagram of specialized electrical systems (fire alarm,
intercom, voice/data, etc.) showing location of control
equipmenUpanels and devices.
8. Interior electrical loads estimate for systems furniture,
receptacles, lighting, food service equipment, and any other
special use areas, etc.
vi. Securitv
1. Major equipment (servers, switches, panels, etc.) dimensioned
and drawn to scale into the space allotted.
2. Any required electric load estimates
3. Location of security cameras, card readers, control equipment
and panels indicated on plans. Including any adjacent power
receptacles and/or supplies that might be required.
4. Preliminary fixture schedules
vii. Audio/Visual
26
1. Major equipment (servers, recorders, switches, amplifiers,
panels, etc.)
2. Any required electric load estimates
3. Location of projection screens, black out shades, projectors,
speakers, outlets, panels, etc. Indicated on the plans. Including
any adjacent power receptacles and/or supplies that might be
required.
4. Preliminary fixture schedules.
viii. Voice and Data
1. Major equipment (devices, servers, switches, panels, etc.)
2. Location of (devices, phone outlets, data outlets, etc.) indicated
on plans.
3. Preliminary fixture schedule
ix. Fire Protection
1. Provide flow test information
2. Provide narrative of proposed fire protection system.
x. Sustainabilitv/LEED
1. Provide LEED Score Sheet Itemizing anticipated LEED points
and team responsibilities.
f. Documents not complying with Subparagraph 3.g. shall be returned to the
Architect for correction at no additional charge to the Owner and with no
change to the overall Project design schedule.
g. The Architect shall provide electronic images (in pdf format) at each
phase of the design for use by Augusta Georgia on their website.
h. The Architect shall provide in-progress design images, at each phase of
the design, mounted on presentation boards for display in the Main Lobby
of the existing Municipal Building.
i. The Owner will be utilizing a Construction Manager at Risk to provide pre-
construction services during the Design Phase. The Construction
Manager along with the Owner's Representative will be conducting
design, constructability and coordination reviews at each phase of the
design according to the following schedule:
Review SD DD 60% CD 100 % CD
Desi n X X X X
Constructabilit X X
Coordination X x
Design reviews will focus on the following:
• Completeness as applicable,
• Compliance with Program requirements,
• Compliance with the Owner's design criteria and budget,
• Compliance with Applicable Codes and laws.
Constructability Reviews will focus on the following:
• Value,
27
• Sequencing of construction,
• Duration of construction of various building methods,
• Constructability.
Coordination reviews will focus on the following:
• Coordination by the Design Consultant of the various
disciplines, including architectural, structural, mechanical,
electrical and plumbing.
No later than five days prior to the DD Review Meeting, the Architect will
submit the Design Development Documents to the CM at Risk and the
Owner's Representative. Comments from the reviews done by the CM at
Risk and the Owner's Representative will be discussed at the Design
Development Review meeting. The architect will be required to provide a
detailed response to each review item no later than five (5) days following
the Design Development Review meeting. Vague responses such as "will
comply" are not acceptable.
4. Construction Documents Phase.
a. Upon written authorization from the Owner to proceed, the Architect shall
prepare from the approved Design Development Documents, Working
Drawings and Specifications setting forth in detail the requirements for the
construction of the entire Project. The Owner will provide the Conditions
of the Contract (General and any Supplementary), Advertisement for
Bids, Instructions to Bidders, time control specification provisions, and
Construction Proposal Forms and Agreement(s) which the Architect shall
incorporate into the Construction Documents.
b. Construction Documents shall be packaged and be completed in
accordance with its schedule.
c. Detailed drawings shall cover all work included in the Project or
designated portion thereof. It is the responsibility of the Architect to
assure that the Project Construction Documents require that no asbestos-
containing materials are to be incorporated in the Project.
d. A CM at Risk contract for construction is anticipated for the project.
e. Specifications shall be prepared using the Construction Specifications
Institute division format. Specifications for products, materials and
equipment shall be written in full compliance with all relevant laws and
building codes. Brand names may be used to specify a particular product
to be bid as an equal only in accordance with State law.
f. The Architect shall provide a color board with exterior and interior color
selection for review, approval and use by the Owner. The approved color
board shall be submitted for use by the Owner with the 100%
Construction Documents.
g. The Architect shall provide the Owner's Representative periodically with
28
copies of in-progress Construction Documents during this phase.
Additionally, the Architect shall submit for approval by the Owner six (6)
sets of preliminary Construction Documents at the stage of 60%
completeness and at the stage of 100% completeness along—with a
written report for each stage. The report shall incorporate the status of
the work and a summary of programmed versus actual square footage in
a format defined by the Owner by room or area. The Architect shall
submit an estimate and breakdown of the Construction Contract Award
Price (CCAP) no later than five (5) business days in advance of the
scheduled 60% and 100% CD review meetings. The Architect shall
prepare such estimates in the form prescribed by the Owner to assure
itself that the project costs are within the CCAP. The documents for the
60% and 100% Construction Document submittal shall, at a minimum,
satisfy all of the requirements of the Design Development Phase, plus all
of the following unless otherwise agreed in writing:
i. General
1. Complete index of drawings
2. Vicinity plan
3. Building Code Summary
4. Life safety plans
5. Energy data
6. Accessibility summary
7. U.L. details
ii. Civil / Landscapinq
1. Copy of the Site Survey
2. Site plan satisfactory for site plan approval
3. Site demolition plan
4. Staking plan
5. Erosion control plan
6. Grading plan
7. Site utility plan
8. Storm drainage plan, details and schedule
9. Paving plans and details
10. Landscaping plans and details, plant schedule
iii. Architectural
1. Demolition plans (if required)
2. Key plans with final room numbers as approved by Augusta
Georgia
3. Critical sections and details identified and drawn
4. Roof plan with all penetrations
5. Kitchen layout and equipment schedule
6. Exterior elevations with control joints located
7. Enlarged toilet room layout with all fixtures and dimensions
8. Toilet room elevations
9. Reflected ceiling plan with all fixtures located and ceiling height
identified
10. Bulkhead and lintel details
11. Finish plan and schedule
12. Door and hardware schedule, elevations, and head and jamb
details
13. Masonry details
29
14. Roof details
15. Stair details
16. Elevator sections and details if applicable
17. Furniture layout
18. Casework elevations
iv. Structural
1. Demolition plans (if required)
2. Footing plans and details
3. Reinforcing steel plans
4. Structural steel plans
v. Plumbinq
1. Demolition plan (if required)
2. Fixture schedule
3. Plumbing plans
4. Enlarged toilet room plans
5. Riser diagrams for waste and vent, water, storm drainage, and
gas
6. Plumbing site plan
7. Plumbing details
vi. Mechanical
1. Demolition plan (if required)
2. Ductwork and piping completely located and sized
3. Complete equipment schedules
4. Mechanical room enlarged plans and sections
5. Schematic control diagrams
6. Mechanical details
vii. Electrical
1. Demolition plan (if required)
2. Fixture schedule
3. Electrical site plan
4. Power plan with panels located and identified
5. Lighting plan
6. Complete plans for auxiliary systems including but not limited to,
fire alarm, voice/data, intercom, Audio/Video, and security
7. Riser diagrams for all systems
8. Panel schedule
viii. Security
1. Complete Security plan with all equipment (devices, servers,
switches, etc.) Iocated and identified.
2. Riser diagrams
3. Fixture and panel schedule
ix. AudioNisual
1. Complete AudioNisual plan with all equipment (projectors,
screens, speakers, amplifiers, jack, etc.) located and identified.
2. Riser diagrams
3. Fixture and panel schedule
x. Voice and Data
1. Complete Voice and Data plan with all equipment (phones,
devices, servers, switches, panels, cabling, etc.) located and
identified.
2. Riser diagrams
30
, ,
3. Fixture and panel schedule
xi. Fire Protection
1. Demolition plan (if required)
2. Fire protection plan with location of all hose and valve cabinets
identified
3. Preliminary fire protection performance based design.
xii. Sustainabilitv/LEED
1. Update LEED Score Sheet.
2. Document LEED point items per USGBC requirements.
3. Incorporate LEED requirements in Construction Documents.
h. Documents not complying with Subparagraph 4.g. shall be returned to the
Architect for correction at no additional charge to the Owner and with no
change to the overall Project design schedule.
i. The Owner will be utilizing a Construction Manager at Risk to provide pre-
construction services during the Design Phase. The Construction
Manager along with the Owner's Representative will be conducting
design, constructability and coordination reviews at each phase of the
design according to the following schedule:
Review SD DD 60% CD 100 % CD
Desi n X X X X
Constructabilit X X
Coordination X x
Design reviews will focus on the following:
• Completeness as applicable,
• Compliance with Program requirements,
• Compliance with the Owner's design criteria and budget,
• Compliance with Applicable Codes and laws.
Constructability Reviews will focus on the following:
• Value,
• Sequencing of construction,
• Duration of construction of various building methods,
• Constructability.
Coordination reviews will focus on the following:
• Coordination by the Design Consultant of the various
disciplines, including architectural, structural, mechanical,
electrical and plumbing.
j. No later than five days prior to the 60% Complete Review Meeting, the
Architect will submit the 60% Complete Documents to the CM at Risk and
the Owner's Representative. Comments from the reviews done by the
CM at Risk and the Owner's Representative will be discussed at the 60%
Complete Design Review meeting. The architect will be required to
31
provide a detailed response to each review item no later than five (5)
days following the 60% Complete Design Review meeting. Vague
responses such as "will comply" are not acceptable.
k. After review and approval of the 60% Construction Documents by the
Owner, the Architect shall continue with preparation of final Construction
Documents and Bid Documents, including final Specifications for all
authorized work on the Project and shall incorporate in those final
documents the comments and any modifications and changes desired by
the Owner and any modifications required for compliance with all
applicable codes, regulations, standards, the approved program, and
prior written approvals and instructions of the Owner. The resulting final
Construction Document submittal is to be a coordinated package, suitable
for bidding distribution.
I. The Architect shall participate in such reviews and meetings as are
necessary for the project to conform to applicable codes and applicable
requirements of responsible agencies and will make any changes to the
Construction Documents which are required for issuance of all permits
and legal authorizations needed to construct the Project.
m. The Architect shall provide necessary information for the CM at Risk to
submit all relevant applications for all required building permits within a
reasonable time to ensure receipt of final comments in time to issue any
required addenda to the Bidding Documents.
n. At the completion of the construction documents phase, the Architect
shall submit to the Owner a set of 100% complete documents prepared
by the Architect for final Construction Documents Phase submittal which
shall include the final working drawings and specifications in an
uneditable electronic media.
o. The Owner will be utilizing a Construction Manager at Risk to provide pre-
construction services during the Design Phase. The Construction
Manager along with the Owner's Representative will be conducting
design, constructability and coordination reviews at each phase of the
design according to the following schedule:
Review SD DD 60% CD 100 % CD
Desi n X X X X
Constructabilit X X
Coordination X x
Design reviews will focus on the following:
• Completeness as applicable,
• Compliance with Program requirements,
• Compliance with the Owner's design criteria and budget,
• Compliance with Applicable Codes and laws.
32
Constructability Reviews will focus on the following:
• Value,
• Sequencing of construction,
• Duration of construction of various building methods,
• Constructability.
Coordination reviews will focus on the following:
• Coordination by the Design Consultant of the various
disciplines, including architectural, structural, mechanical,
electrical and plumbing.
p. No later than five days prior to the 100% Complete Review Meeting, the
Architect will submit the 100% Complete Documents to the CM at Risk
and the Owner's Representative. Comments from the reviews done by
the CM at Risk and the Owner's Representative will be discussed at the
100% Complete Design Review meeting. The architect will be required to
provide a detailed response to each review item no later than five (5)
days following the 100% Complete Design Review meeting. Vague
responses such as "will comply" are not acceptable.
q. The Architect shall include as part of his submittal a statement that to the
best of his knowledge and belief the documents incorporate the design
standards conveyed by the Owner during this phase of design.
r. The Architect shall submit with the final Construction Document package,
meeting minutes, etc. to show how review comments made in Design
Development have been addressed. It should be clear from the notes if
the specific item was incorporated into the Construction Document
submittal or not (with an explanation).
s. The Architect shall provide electronic images (in pdf format) at each
phase of the design for use by Augusta Georgia on their website.
t. The Architect shall provide in-progress design images, at each phase of
the design, mounted on presentation boards for display in the Main Lobby
of the existing Municipal Building.
5. Permittina and Bidding/Neqotiation Phase.
a. After receiving written authorization from the Owner, the Architect shall
proceed with the Permitting and Bidding/Negotiation Phase.
b. The Owner's Representative shall coordinate the bidding documents
distribution.
c. The Architect shall provide necessary documents to the CM at Risk to
expedite and obtain all necessary permits, licenses and approvals,
including paying any associated fees or assessments, required for the
construction, use or occupancy of permanent structures or for permanent
changes in existing facilities, unless otherwise agreed in writing. The
Owner shall reimburse the Architect for the actual cost of any fees or
33
assessments paid by the Architect pursuant to this subparagraph.
d. The Architect shall prepare such clarifications and addenda to the bidding
documents as may be required. The Architect will provide these to the
Owner for review prior to issuance to all holders of bid documents.
e. The Owner's Representative will schedule and conduct Pre-Bid
Conferences with prospective bidders to review the Project requirements.
The Architect shall provide knowledgeable representatives, including
representatives of its consultants, to participate in these conferences to
explain and clarify Bidding Documents. Within five (5) days after the Pre-
Bid Conference the Architect shall deliver to the Owner, if needed, a final
Addendum.
f. The Architect shall assist the Owner's Representative and the Owner in
obtaining bids.
g. The Architect shall assist the Owner's Representative reviewing the CM
at Risk's bid tabulation and recommendation to the Owner concerning the
Contract Award.
h. Should first bidding or negotiation produce prices in excess of the
approved CCAP, the Architect shall participate with the Owner's
Representative in such re-bidding, re-negotiation, and re-design, at no
additional expense to the Owner pursuant to Article 7.3, as may be
necessary to obtain price(s) within the approved CCAP or price(s)
acceptable to the Owner. The Owner will make decisions to assist in re-
design. All re-design must be approved by the Owner.
i. Should the Architect re-design or conduct re-bidding under its
responsibilities set out in the preceding paragraph, it's Construction
Phase and Post Construction Phase services shall be extended to take
re-design/re-bid delays into account at no additional expense to the
Owner.
j. The Architect shall assist the Owner's Representative in the preparation
of the Agreement(s) befinreen Owner and Contractor(s) for the Owner's
execution. The Owner's Representative will coordinate award(s) and
Notice(s) to Proceed for the Owner.
6. Construction Phase.
a. The Construction Phase for each portion of the Project will commence
with the award of the Construction Contract and will terminate when the
Owner makes the Final Completion payment to the CM at Risk or at 3
months from the date of substantial completion, whichever comes first.
b. The Architect shall consult with the Owner and participate in all decisions
as to the acceptability of subcontractors and other persons and
organizations proposed by the CM at Risk for various portions of the
work.
34
c. The Owner's Representative shall require the CM at Risk to prepare a
submittal schedule stating when the CM at Risk proposes to provide
submittals to the Architect. The Architect will review and together with the
CM at Risk agree upon a final submittal schedule. The Architect shall
review and approve shop drawings, samples, and other submissions of
CM at Risk as well as the Work performed by the CM at Risk for
conformance with the design concept of the Project and for compliance
with the Contract Documents. The Architect shall prepare one final color
board for the use of the Owner and one to be kept on the jobsite
containing the Owner approved submittal samples. The review and
return of submittals shall be based upon the above submittal schedule,
and accomplished by the Architect within fourteen (14) calendar days
from date of receipt except when otherwise authorized by the Owner's
Representative.
d. The Architect shall provide necessary Project drawings, in electronic
format, to the electrical or data contractor for creation of data "as built"
submittal and approval drawings, and to the CM at Risk for site
layout/staking.
e. The Owner's Representative will establish with the Architect procedures
to be followed for review and processing of all shop drawings, catalogue
submissions, project reports, test reports, maintenance manuals, and
other necessary documentation, as well as requests for changes and
applications for extensions of time.
f. The Architect, without the Owners prior approval, may authorize or direct
minor changes in the Work which are consistent with the intent of the
Construction Documents and which do not involve a change in Project
cost, time for construction, Project scope, aesthetics, visual concepts or
approved design elements. Any such minor changes shall be
implemented by written field order. Except as provided in this
subparagraph, the Architect shall not have authority to direct or authorize
changes in the Work without the Owner's prior written approval; however,
the Architect shall provide a copy of any written field order to the Owner
or Owner's Representative.
g. The Architect shall promptly consult with and advise the Owner
concerning, and shall administer and manage, all change order requests
and change orders.
h. The Architect shall promptly prepare required drawings, specifications
and other supporting data as necessary in connection with minor
changes, change order requests and change orders.
i. The Architect shall promptly prepare and submit change order proposal
requests for the Owner's approval and acceptance. The Architect shall
include the following in any such requests:
i. Provide a Description of the Change.
ii. Provide an explanation as to why the change is necessary.
iii. Provide an explanation as to who requested the change.
35
iv. Provide any and all alternatives that could be done in lieu of the
requested change.
v. Provide an explanation about what will happen if the change order
proposal is not approved.
vi. Provide an explanation about the impact of the change on the Project
Schedule.
vii. Provide a Reason for the Change (ie. Unforeseen Conditions, Owner
Requested, Life Safety, Code Requirement, Errors and/or Omissions,
or Other (please specify).
viii. Each Change Order Request should include the following statement:
"We have reviewed the Contractor's proposal and we have
determined that the cost is fair and reasonable compensation for
the scope of work described."
j. The Architect shall promptly administer and manage all minor changes,
change order requests, and change orders on behalf of the Owner.
k. Upon request by the Owner, the Architect shall prepare Change Orders in
accordance with the Construction Contract Agreement. No change in the
Construction Contract, including the price, the work, or the time for
completion, may be made without the written consent of the Owner.
I. The Architect shall render to the Owner's Representative, in a timely
manner so as to not delay the progress of the work, interpretations of
requirements of the Contract Documents. The Architect shall make all
interpretations consistent with the intent of and reasonably inferable from
the Contract Documents. The Architect's decision in matters relating to
artistic effect shall be final if consistent with the intent of the Contract
Documents.
m. Should errors, omissions or conflicts in the drawings, specifications or
other Contract Documents by the Architect be discovered, the Architect
will prepare and submit to the Owner's Representative, in a timely manner
so as to not delay the progress of the work, such amendments or
supplementary documents and provide consultation as may be required,
for which the Architect shall make no additional charges to the Owner.
n. The Owner's Representative shall be the point of contact for the Owner,
except when the Owner shall direct otherwise. All instructions to the
Contractor(s) shall be issued by the Architect except when it is directed
otherwise by the Owner's Representative.
o. The Architect will have access to the Work at all times. All site visits,
observations and other activities by the Architect shall be coordinated
with the Owner's Representative and written report of such visits made
promptly to the Owner's Representative.
p. The Architect and its consultants (including, but not limited to, the civil,
structural, mechanical and electrical disciplines) shall make such periodic
visits to the Project site as may be necessary to familiarize themselves
generally with the progress and quality of the Work and to determine in
36
general if the Work is proceeding in accordance with the Contract
Documents. If the Architect observes any work that does not conform to
the Contract Documents, the Architect shall immediately make an oral
and written report of all such observations to the Owner's Representative.
The Architect and its consultants shall not be required to make exhaustive
or full-time on-site observations to check the quality or quantity of the
Work, but shall make as many observations as may be reasonably
required to fulfil their obligations to the Owner. The Architect shall not be
responsible for construction means, methods, techniques, sequences or
procedures, or safety precautions and programs in connection with the
Work.
q. Periodic visits of the Architect shall be not less than bi-monthly. Each
applicable engineering discipline, as required by the Owner's
Representative, shall make periodic visits, during the course of work
applicable to its discipline. During critical work phases, each engineering
discipline may be required to make periodic visits bi-monthly. The
engineering disciplines shall prepare and submit a report on each visit,
submitted via the Architect to the Owner's Representative within five (5)
working days of the visit.
r. The Architect shall render written field reports relating to the periodic
visits and observations of the Project within five (5) working days to the
Owner's Representative in the form required by the Owner's
Representative.
s. The Architect shall attend Monthly construction progress meetings
attended by the Owner's Representative and representatives of the
Contractor. The Architect shall render written field reports during the
construction administration phase, within five (5) working days to all
participants in a format acceptable to the Owner's Representative.
t. Based upon observations at the site and upon the Contractor's
applications for payment, the Architect shall determine the amount owing
to the Contractor(s), pursuant to the terms of the Owner/Contractor
Agreement, and shall issue Certificates for Payment to the Owner in such
amounts. The Architect's signing of a Certificate of Payment shall
constitute a representation by the Architect to the Owner, based upon the
Architect's observations at the site and the data comprising the
Application for Payment, that the Work has progressed to the point
indicated, that to the best of the Architect's knowledge, information and
belief, the quality of the Work appears to be in accordance with the
Contract Documents (subject to: an evaluation of the Work for
conformance with the Contract Documents upon Substantial Completion;
the results of any subsequent tests required by the Contract Documents;
minor deviations from the Contract Documents correctable prior to
completion; and to any specific qualifications stated in the Certificate for
Payment), and that the Contractor is entitled to payment in the amount
certified. By signing a Certificate for Payment to the Owner, the Architect
shall not be deemed to represent that it has made any examination to
ascertain how and for what purpose the Contractor has used the monies
37
paid on account of the Construction Contract Sum.
u. If, in accordance with its duty, the Architect advises the Owner's
Representative of non-conforming work as stated in subparagraph 6.p.,
the Architect shall confirm the non-conformance in writing to the Owner's
Representative in a timely manner so as to not delay the progress of the
work.
v. The Architect and the Owner's Representative jointly shall have authority
but not the duty to condemn or reject Work on behalf of the Owner when
in the Owner's Representative's or the Architect's opinion the Work does
not generally conform to the Contract Documents. Whenever in the
Owner's Representative's or the Architect's reasonable opinion it is
considered necessary or advisable to insure the proper implementation of
the intent of the Contract Documents, the Owner's Representative shall
have the authority to require special inspection or testing of any Work in
accordance with the provisions of the Contract Documents whether or not
such Work is fabricated, installed or completed. Neither this authority, nor
the decision to exercise or not exercise such authority shall give rise to a
duty or responsibility of the Owner's Representative for site safety,
construction means, methods or techniques, create an express or implied
duty or responsibility to the CM at Risk, Subcontractor's, or material and
equipment suppliers.
w. The CM at Risk shall obtain governing agency occupancy approval if any
exceptions arise related to the design or specified materials.
7. Final Completion of Desiqn Services Phase.
a. When the CM at Risk notifies the Architect that the Work is substantially
complete and provides the Architect with the CM's punch-list, the
Architect and its consultants shall review the Work and prepare and
submit to the Owner's Representative punch lists of the Work of the
Contractor(s) which is not in conformance with the Contract Documents.
The Architect shall transmit such punch lists to the Contractor(s). The
Owner may request that the Architect review and prepare a punch list on
any portion of the Work.
b. The Architect shall be available to address CM questions in the original
operation of any equipment or system such as initial start-up, testing,
adjusting and balancing. ,
c. The Architect and/or its consultants shall observe, review test data, and
certify the original operation of any equipment or system such as initial
start-up testing, adjusting and balancing to make sure that all equipment
and systems are properly installed and functioning in accordance with the
design and specifications.
d. The Architect shall review and approve the Contractor-furnished
maintenance and operating instructions, schedules,
guarantees/warranties, bonds, and certificates of inspection as required
38
by the Construction Documents and forward all approved copies to the
Owner's Representative for use by the Owner.
e. The Architect and its consultants shall conduct at least two (2)
comprehensive Final Completion inspections per construction contract at
the request of the Owner. If more than finro (2) Final Completion
inspections are required, through no fault of the Architect, the additional
inspection may be deemed additional services.
f. The CM at Risk shall provide the Architect drawings, prints, and other
data necessary for the accurate preparation of the record drawings.
g. Upon correction of the deficiency reports (punch lists), and acceptance of
all other close-out submittals and certificates of the Contractor, the
Owner's Representative and the Architect shall review and approve the
Application for Final Payment and forward it to the Owner for execution.
h. The Architect shall prepare a set of reproducible sealed mylar record
drawings and digital files, in .DWG format on CD ROM, showing
significant changes in the Work made during the construction process,
based on marked-up contract drawings, prints, and other data furnished
by the Contractor(s) and the applicable Addenda, Clarifications, and
Change Orders which occurred during the Project.
8. Architect's Professional Responsibilitv and Standard of Care.
a. By execution of this Agreement, the Architect represents that (a) it is an
experienced and duly licensed firm or individual having the ability and skill
necessary to perform the Services required of it under this Agreement in
connection with the design and construction of a project having the scope
and complexity of the Project contemplated herein; (b) it has the
capabilities and resources necessary to perform its obligations hereunder;
and (c) will become familiar with current laws, rules and regulations which
are applicable to the design and construction of the Project (such laws,
rules and regulations including, but not limited to, local ordinances,
requirements of building codes of city, county, state and federal
authorities which are applicable to the Project, local sanitary laws and
rules and regulations, and orders and interpretations by governing public
authorities of such ordinances, requirements, codes, laws, rules and
regulations in effect at the time of commencement of services on the
Project), and that drawings, specifications and other documents prepared
by the Architect shall be prepared to meet, reflect and incorporate such
laws, rules and regulations.
b. The Architect hereby represents and agrees that the drawings,
specifications and other documents prepared by it pursuant to this
Agreement shall be adequate for their intended use, except as to any
deficiencies which are due to causes beyond the control of the Architect,
and that the Project, if constructed in accordance with the drawings,
specifications and other documents, shall be structurally sound and a
complete and properly functioning facility in accordance with the terms of
39
this Agreement. Any suggestions, recommendations or review comments
by the Owner shall not reduce or diminish the Architect's responsibilities
pursuant to this Agreement.
c. The Architect shall be responsible for any errors, inconsistencies or
omissions in the drawings, specifications, and other documents. The
Architect will correct at no additional cost to the Owner any and all errors
and omissions in the drawings, specifications and other documents
prepared by the Architect. The Architect further agrees, at no additional
cost, to take the lead and render assistance to the Owner in resolving
problems relating to the design or specified materials.
d. It is the responsibility of the Architect to make certain that, at the time the
project is bid, all drawings, specifications and other documents are in
accordance with applicable laws, statutes, building codes and regulations
and that appropriate reviews and approvals are requested and obtained
from federal, state and local governments.
e. It shall be the responsibility of the Architect throughout the period of
performance under this Agreement to exercise the abilities, skills and
care customarily used by Architects of the training and background
needed to perform the services required under this Agreement who
practice in the Augusta, Georgia area or similar communities.
9. Proiect Requirements.
a. The Architect shall review the Owner provided cost estimates and provide
input to the Owner with regards to the design and estimate as to his belief
to the best of his knowledge and belief that the project cost is within the
CCAP.
b. With each Design Phase submittal and each interim, revisionary or
subsequent design submittal of the Architect to the Owner, the Architect
shall make the following statement in writing:
"The drawings, specifications, and other documents submitted
herewith, to the best of our knowledge, information and belief, fulfill
the Program of Requirements and the work indicated by them may
be purchased by the Owner in a construction contract or contracts,
the total price of which (CCAP) will not exceed the CCAP and may
be constructed, and the above mentioned documents submitted
herewith have been prepared in accordance with the Professional
Architectural Services Agreement."
c. With each Design Phase submittal and each interim, revisionary or
subsequent design submittal of the Architect to the Owner and with his
certification of the Final Payment to the contractor, the Architect shall
make the following statement in writing:
"No asbestos-containing building materials have been specified and
to the best of my/our knowledge and belief none have been
incorporated into this Project."
d. Incorporated herein and made a part of this Agreement by reference as
40
Exhibit B is the Program of Requirements which defines the physical and
environmental parameters for the Project and establishes the design
objectives and criteria. No deviations from the Program of Requirements
shall be allowed without written approval for change, in the form of a
Design Phase Change Order executed by the Owner and Architect.
e. Incorporated herein and made a part of this Agreement by reference as
Exhibit C the Schedule for the Project which defines the sequence and
timing of the design and construction activities. No deviation from the
Schedule shall be allowed without written approva� for a change in the
Schedule, in the form of a Design Phase Change Order executed by the
Owner and Architect. Should the Owner determine that the Architect is
behind schedule; the Architect shall expedite and accelerate its efforts,
including additional manpower and/or overtime, to maintain the approved
design schedule at no additional cost to the Owner.
10. Proiect Conferences.
a. Throughout all phases of the Project, the Architect and its consultants
shall meet periodically with the Owner when reasonably requested.
Participants shall be as agreed with the Owner. Such meetings shall
include:
i. Architect Orientation.
1. Pre-design conferences.
2. Pre-design Project Analysis Sessions.
3. Design conferences.
4. Public Presentations — The Architect shall prepare for and
participate in up to six (6) public presentations to the Augusta,
Georgia Commission, at public information meetings, and/or the
Owners designated liaison team.
5. Pre-bid conference for the bid package.
6. Preconstruction conference for the bid package.
7. Construction progress meetings.
8. Substantial Completion, Final Completion and completion of
warranty period inspections for the construction contract.
b. The Architect shall be responsible for scheduling and attending any
meetings necessary to properly coordinate the design effort including,
without limitation, meetings with governing agencies, code officials and
applicable utilities.
c. The Architect shall be responsible for preparing accurate and complete
minutes of Project Design conferences and distributing same to all
participants. The Architect shall prepare and distribute meeting minutes
within five (5) working days after each meeting.
11. Not Used.
12. Construction Warrantv.
a. The Architect and its consultants shall assist the Owner in resolution of
warranty issues as may be required to determine responsibility for
deficiencies.
41
b. The Architect and its consultants shall conduct an inspection of the
project one (1) month prior to any warranty expiration and provide to the
Owner a written report specifying any warranty deficiencies which may
exist.
13. General Reauirements
a. The Owner will interview the design and management staff that will be
assigned to this project.
b. The Owner will review the Architect's Consultants being considered for
this project prior to their assignment. Interior Design, Traffic/Parking, Civil
Engineer/Landscape, Acoustical/Audio Visual, Food Service, Exterior and
Public Lighting, Telecommunications, Graphics/Signage, Security,
Structural, Electrical, Plumbing, Fire Protection, and Mechanical costs are
included in the Architect's fee. The results of the Conceptual Study
Period may alter this listing of consultants.
c. The Architect is to provide the Owner with all final drawings on computer
disk. AutoCAD version 2005 or later is preferred, or scanned onto
magnetic media that can be accessed by AutoCAD 2005.
d. The Architect is to provide the Owner with 11" X 17" prints of the final site
plan/grading plan, staking plan, and overall floor plan.
e. The Architect is to file and review all plans with the applicable Building
Department, Development Department, Augusta Georgia lnspections
Divisions, and Fire Marshal, and incorporate all review comments on the
plans prior to sending the plans out for bid.
f. Periodic field visitations are to be made by all of the Architect's
Consultants retained for this project during construction to observe the
implementation of their specific discipline. The Architect shall prepare
and distribute written reports from these visits within five (5) working days
after each visit.
g. Final punch lists are to be made by each of the Architect's Consultants,
as well as the Architect. The Architect shall prepare and distribute written
reports within five (5) working days after each inspection.
h. The maximum drawing sheet size is to be 30" X 45".
i. The Owner intends to use a Construction Manager at Risk to procure
construction services for this Project. The Architect should anticipate
preparing a minimum of three (3) Early Award Packages prior to
completion of the Final Construction Documents. The Early Award
Packages may include: Site Development, Foundations and Structure.
42
14. Leadership in Enerqy and Environmental Design (LEED):
a. The design and construction of this Project shall integrate building
materials and methods that promote environmental quality, economic
vitality, and social benefit through the construction and operation of the
built environment. The Project goal shall be to meet at a minimum the
LEEDT"" certified rating (LEEDT"" Certified for buildings that earn between
26 and 32 of the available points). The intent of the project is to create an
environment of a high level of operational efficiency, as well as comfort
and support for building tenants and visitors.
b. The Architect shall define and develop design requirements for the project
that include sustainable planning and design concepts, as defined by the
U.S. Green Building Council's LEED Program, covering items such as:
i. Building design analysis and building performance as it relates to
energy use, sustainability concepts, and productivity of the interior
environment;
ii. Energy use effectiveness including natural convection in HVAC,
natural lighting and water use / recycling / integration;
iii. Development of integrated systems for environmentally
responsible architecture.
c. The Architect shall develop all necessary documentation for the level of
certification sought by the Owner and shall assist with submission to the
U.S. Green Building Council. It is understood, however, that LEED
certification is a subjective interpretation that depends, in addition to the
design elements, on the intended use of the project. Accordingly, the
Architect cannot guarantee that the project will achieve a particular LEED
certification, as certain relevant criteria are beyond the Architect's ability
to control.
d. The LEED-NC Version 3.0 is applicable to this project.
e. The Owner shall provide LEED commissioning services for LEED
certification.
15. Water Intrusion Consultant (WIC):
The Owner intends to hire an independent Water Intrusion Consultant (WIC) to
provide assurance that the design of the exterior envelope will provide a
watertight structure. The WIC will be a Sub consultant to the Construction
Manager at Risk and they will provide the following services:
Design Phase Services:
1. Develop a water intrusion prevention plan with input from the
Architect, Owner's Representative and the CM at Risk.
2. Review drawings and specifications at the SD, DD, 60% CD and
100% CD submittals to verify compliance with the Water Intrusion
Plan (V1/IP)
43
3. Provide recommendations and solutions to details as necessary to
achieve a watertight structure.
The Architect will be required to respond to the WIC's design review comments
and revise the design to comply with the recommendations of the WIC at no
additional charge.
Construction Phase Services:
1. Provide suggestions and guidance to the subcontractors as it relates
to the WIP.
2. Conduct WIP meetings to discuss details and offer recommendations
on installations.
3. Provide quality assurance reviews of the installation on a periodic
basis as needed.
4. Provide periodic inspections and a final inspection of the materials
installed in place to document any areas where mold of mildew are
present.
5. Provide documentation, including photographs and periodic inspection
reports as part of the close-out documentation.
The Architect will be required to administer the requirements or this provision at
no additional cost.
44
Exhibit B
Program of Requirements
See Attachment which includes 4.0 Inmate Processing Center and Alternative
Investigation Study — Charles B. Webster Detention Center
45
Exhibit C
Schedule
The Architect agrees to the following schedule for the design of the project. The
schedule anticipates the following milestone dates:
Milestone Dates
Activit Due Date
Notice to Proceed Au ust 31, 2011
Conce tual Stud Period Se tember 14,2011
LEED Worksho /Pro ram Verification Se tember 21, 2011
Desi n Narrative and Final Desi n Schedule Se tember 28, 2011
Schematic Design Phase — Notice to Proceed October 5, 2011
CM at Risk Notice to Proceed October 5, 2011
Schematic Desi n Phase — Submittal October 19, 2011
Desi n Develo ment Phase — Notice to Proceed November 02, 2011
Desi n Develo ment Phase — Submittal November 16, 2011
60% Construction Document Phase — Notice to Proceed November 30, 2011
60% Construction Document Phase — Submittal December 13, 2011
100% Construction Document Phase — Notice to Proceed December 27, 2011
100% Construction Document Phase — Submittal
Site Development Package Coordinated Dates with
Deep Foundation Package CM at Risk
Structural Foundation and Framing Package
Building Package(s)
Permit Drawin Submittal Coordinated with CM
Contractor Pro osals Due Coordinated with CM
Substantial Com letion October 03, 2010
46
Exhibit D
Insurance
Insurance Reauirements
1. Statutory Worker's Compensation Insurance
a) 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 or equivalent
• Dedicated Limits per Project Site or Location (CG 25 03 or CG 25 04
or equivalent)
• Additional Insured Endorsement (with a modification for completed
operations) forms G17957G and G134802A or equivalent.
• Blanket 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 employee exclusions) ,
3. Auto Liability Insurance
a) $500,000 limit of liability per occurrence for bodily injury and property
damage
b) Comprehensive form covering all owned, non-owned, leased, hired and
borrowed vehicles
c) Additional Insured Endorsement
d) Contractual Liability
4. Professional Liability Insurance
a) Professional Liability Insurance Limit $1,000,000 per claim /$2,000,000
per aggregate.
• Insurance company must be authorized to do business in the State of
Georgia
5. Augusta Georgia, the Owner's Representative (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, GA 30911.
6. Insurance Company, except Worker's Compensation carrier, must have an A.M.
Best Rating of A-6 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
47
non-admitted basis are exempt from this requirement provided that the
contractor'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. Best's rating
of A-6 or better.
7. Insurance Company must be licensed to do business by the Georgia Department
of Insurance. * See above note regarding Professional Liability
8. Certificates of Insurance, and any subsequent renewals, must reference specific
bid/contract by project name and project/bid number.
9. The Architect shall agree to provide complete certified copies of current
insurance policy(ies) if requested by the Owner to verify the compliance with
these insurance requirements.
10. All insurance coverages required to be provided by the Architect will be primary
over any insurance program carried by the Owner.
11. Except for Professional Liability Insurance coverages, Architect shall incorporate
a copy of the insurance requirements as herein provided in each and every
Consultant with each and every Sub consultant in any tier, and shall require each
and every Consultant and Sub consultant of any tier to comply with all such
requirements. Architect agrees that if for any reason Consultant and Sub
consultant fails to procure and maintain insurance as required, all such required
insurance shall be procured and maintained by the Architect at the Architect's
expense.
12. The Architect, and their Consultant's and Sub consultanYs 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 Owner as to form and content has been filed with
Augusta, Georgia. 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.
13. The Architect and Owner shall agree to waive all rights of subrogation against the
other as well as, its officers, officials, employees, Owner's Representatives and
volunteers from losses arising from work performed by the Architect.
14. The Architect shall make available to the Owner, through its records or records of
their Insurer, information regarding a specific claim (pertinent to the Architect's
work for the Owner). Any loss run information available from the Architect or
their insurer will be made available to the Owner upon their request.
15. Compliance by the Architect and their Consultant's and Sub consultant's with the
foregoing requirements as to carrying insurance shall not relieve the Architect
and their ConsultanYs and Sub consultant's of their liability provisions of the
Contract.
16. The Architect and their Consultant's and Sub consultant's are to comply with the
Occupational Safety and Health Act of 1970, Public Law 91-956, and any other
48
laws that may apply to this Contract.
17. The Architect shall at a minimum apply risk management practices accepted by
the Architect's industry.
18. Evidence of such insurance shall be furnished to the Owner, and the Owner shall
receive thirty (30) 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 Architect shall procure substitute insurance so as
to assure the Owner that the minimum limits of coverage are maintained
continuously throughout the period of this Agreement.
19. The Architect shall deliver to the Owner a Certificate of Insurance for its
Professional Liability coverage annually, so long as it is required to maintain such
coverage under Article 11.4.
20. The Architect shall maintain in force during the performance of this contract and
for six (6) years after final completion of the Project, the Professional Liability
insurance coverage referenced above, so long as such insurance is
commercially available and reasonably affordable.
21. The Architect shall maintain in force during the performance of this contract and
for three (3) years after final completion of the Project, the Comprehensive
Commercial General Liability Insurance and the Automobile Liability Insurance.
22. The Owner shall be under no obligation to review any Certificates of Insurance
provided by the Architect or to check or verify the Architect's compliance with any
or all requirements regarding insurance imposed by the Contract Documents.
The Architect 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 Architect not comply with any or all requirements regarding insurance
imposed by the Contract Documents.
23. Should the Architect 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 between owner and any insurance company of the Architect over
policy coverage or Limits of Liability as required herein, the Owner shall be
entitled to recover from the Architect all amounts payable, as a matter of law, to
Owner, had the required insurance or insurance coverage been in force. Nothing
herein shall limit any damages for which the Architect is responsible as a matter
of law.
24. The Architect shall deliver to the Owner finro (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.
49
JOHNLAS-01 TOBI
ACORD CERTIFICATE OF LIABILITV INSURANCE °A 9�Z9�zo7�"'
PRODUCER (678) 690-5990 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Crow Friedman Group of Georgia, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1255 Lakes Pkwy ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Bldg 100 Suite 120 , '
Lawrenceville, GA 30043 INSURERS AFFORDING COVERAGE NAIC #
- - -
INSURED Johnson, Laschober & Associates, PC ir,suReRa: Travelers Indemnity Company �5658 .
-----��- _- .
_ --_.___
wsuReR s: Phoenix Insurance Company 562 _
P.O.Box2103 — --- ---
Augusta, GA 30903 �NSUReRC: Beazley Insurance Company, Inc. i37540
— --+---- ----
� INS URER D: �
-. -- r
i INSURER E: �
COVERAGES
THE POIICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS S HOWN MAY HAV BEEN REDUCED BY PAID CLAIMS.
- - --- __ _ _ —_ __
INSR ADD'Li �� �� POLICY NUMBER . POLICY EFFECTiVE POLICY EXPIRATION I LIMITS
� � i ; EACH OCCURRENCE $ 'I,OOO�OO
GENERAL LIABIUTY
.. . .. -- ,--____
A X! coMnneRCia�ceNew+�uaeiurv i680-5982L795 � 71/1/2010 � 11/1/2011 � 1,0 00,00
...... CLAIMS MADE .. X J OCCUR ���. i �� MED EXP (Any one person) $
_ , � PREMISES (Ea occurence
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, � 10,00
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'�, ' PERSONAL & ADV INJURY �$ �,OOO,OO
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' �I i l GENERAL AGGREG i$ Z,OOO,OO
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GEN'L AGGREGATE LIMIT APPLIES PER: ���. ! ��. I PRODUCTS - COMP/OP AGG $ . 2,000,00
. . � �._. .--... . . ___ . ._--.. _... _
. ..., POLICY .', X PRO- , _..... `� ... ,' , ' .
��. AUTOMOBILE LIABIUTY � � ! COMBINED SINGLE LIMIT , $ 'I �OOO,OO
iBA-5983L663 11/1/2010 11/1/2011 i acciaent>
B � � ANY AUTO �. .. � -- � .__.- _--__ __.._
ALL OWNED AUTOS �, I ! BODILY INJURY
'�� SCHEDULED AUTOS �' ' I(Per person) I$
' �-- -- �— --
�. X��� HIRED AUTOS �'�, I �, I I BODILV INJURY �I $
� X ��', NONAW NED AUTOS �'�, l i i �i i (Per accident) �..
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; . _ ._____ .. I � PROPERTY DAMAGE ,:' $
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GARAGE LIABIUTY �' �I I AUTO O - EA A $�
.. .. . ,.__._— —__.. . __. .
ANY AUTO �. '�. �, ��' OTHER THAN _� ACC ; $ � ... _...
.. . _... . .,, '., ��. AUTO ONLY: Y ------ __ _ .
AGG i $
EXCESSNMBRELLA LIABILITY '� �'�� �'�. �'�. EACH OCCURRENCE �. $ 4,000�00
A X'' occuR � cu�iMSrma,oe I,CUP-7601Y59A I I 71/1/2010 '� 11/7/2011 j_a _ __j�_ 4,000,00
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DEDUCTIBLE �' ��'� r- -------- �- $ --- � - - - . __.
X '��. RETENTION $ �O�OOO� ,� ''�., �� �� $
� �. W C STATU- '��� OTH-
WORKERSCOMPENSATIONAND ��. ��. '� �', X ��_TORYLIMITSL_ ___ER ___._. __ ,.._.._
A ennP�oveRS uns�urr 'UB-3353T44A ' 11/1/2010 ; 11/1/2011 ' e.� � ,cr+nccioeNr $ 500,00
ANYPROPRIETOR/PARTNER/EXECUTIVE '� � � —�����-�-� -- -----� �--��--- �� -
r 500,00
OFFICER/MEMBER EXCLUDED? - I E .L. DISEASE • EA EMPLOY $
It Yes. descnbe under �. ��� !� � � � �
SPECIAL PROVISIONS below � � E.L. DISEASE - POLICY LIMIT '� $ SOO,OO
OTHER '�� '',.
C Professional Liability IV15QFX100401 ', 12/30/2010 �� 12/30/2017 ',Eaen ciaim S�,000,00
C professional Liabiliry V15QFX100407 12/30/2010 ! 12/30/2071 i�9re9ace E�,000,00
DESCRIPT70N OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
Project: Webster Detention Center - Phase II - Project ID #11-104 - Augusta Georgia and Heery International, Inc. are included as additional insured
on referenced General Liability Policy.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Augusta, Georgia DATE THEREOP, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3O DAYS WRITTEN
530 Greene Street
Augusta, GA 3090'I - NOTICE TO THE CERTIFlCATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHAIL
� IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON�THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATNE /J� G �""►— �
//
�,
ACORD 25 (2001/08) OO ACORD CORPORATION 1988
Exhibit E
Asbestos - Statement of Declaration
ASBESTOS
STATEMENT OF DECLARATION
Webster Detention Center - Phase II
Facility
This statement is to certify that I have not to the best of my knowledge, information, and
belief, specified 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.
RESPONSIBLE PARTIES:
� `�
Architect Signature Date
� .�
I���'
��� Owner Sig ature Date
`����`��
50
Exhibit F
Non Collusion Affidavit
NON COLLUSION AFFIDAVIT
Project: Webster Detention Center — Phase I I
Project #:
Services Professional Architectural Services
State of: Georgia
County of:
I, ���'� �•.lv 5.01+( being first duly sworn, deposes and says that
he/she is Y I C� �5 � pp���' 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.
This day of 7�' , 20�.
' natu - (Seal)
Title •
�a�l���o�(. �:��l�b�FC��sSr�ct���� C.
Firm
Personally before me, the undersigned authority
appeared who is known to me to be an official of
the firm stated above and after being duly sworn,
stated on his or her oath that he or she had read
the above statement and that the same is true and
correct
���'wl �-�-1 �
. .�
Notary Public DE80RAH M. TAYLOR
� �� �� NOTARY P�
Richmond
My Commission Expires L�j sea�e a c�eoroia
IM�► corta+►. E J.�wry o7. zota
51
Exhibit G
STAN DARD FORM OF CONTRACT
FOR GENERAL
CONSTRUCTION MANAGEMENT
SERVICES
(At-Risk Guaranteed Maximum Price)
BETWEEN
AUGUSTA, GEORGIA
(hereinafter referred to as the Owner)
AND
(hereinafter referred to as`the Construction Manager)
The General Construction Management Services required by this Contract are to be
rendered for the following project, hereinafter identified as the "Project":
Project Name: Webster Detention Center — Phase II
Project Address '''-; 1941 Phinizy Road
City/State/Zip: Augusta Georgia
Project ID #: 11-124
General Project A new approx. 39,724 s.f. state of the art Inmate Intake Facility
Description: located at the Charles B. Webster Detention Center.
1 of 72
Exhibit G
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, Obligatians 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 Substantial and Final Completion
Article 19 Construction Manage�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 Documents and Confidentiality
Article 25 Insurance Requirements
Article 26 Owner's Right to Stop Work
Article 27 Termination or Suspension of Gontract
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 D Insurance
Exhibit E Asbestos-Statement of Declaration
Exhibit F Non-Collusion Affidavit
Exhibit G Authorization for Construction
2 of 72
Exhibit G
This Contract for General Construction Management Services is entered into befinreen:
Owner
Owner's Name: Augusta, Georgia
Owner's Address: 530 Greene Street
City/State/Zip: Augusta Georgia 309611
and
Construction Manager
CM's Name:
Construction
Manager's Address
City/State/Zip: Augusta, Georgia
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.
AUTHORIZED REPRESENTATIVES:
The authorized representatives and addresses of the Owner, the Architect, and the
Construction Manager are:
Owner's Representative (Augusta Office)
Firm Name: Heery International, Inc.
Name: Richard Ingram
Address 501 Greene Street Suite 307
City/State/Zip: Augusta Georgia 30901
Email Address ringram@augustaga.gov
Phone: 706-842-5543 Cell: 706-836-9137 Fax: 706-821-2484
Architect's Representative
Firm Name: Johnson, Laschober & Associates, P.c.
Name: Charles (Joe) Johnson, P.E.
Address 1296 Broad Street
City/State/Zip: Augusta Georgia 30903
Email Address: jjohnson@thejlagroup.com
Phone: 706-724-5756 Cell: Fax: 706-724-3955
Construction Manager's Representative
Firm Name:
Name:
Address:
City/State/Zip: Augusta Georgia 30901
Email Address:
Phone: Cell: Fax:
License # FEIN#/SS#
NOW, THEREFORE, 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:
3 of 72
Exhibit G
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 tv 'e€tnstruct the Project and is engaging the Construction
Manager toperform 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
gc�od faith in carrying out its duties and obligations.
1.8 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.
1.9 The Owner has engaged an Architectural firm to perform architectural and/or
engineering services for the Project, including preparation of the Contract
Documents.
4 of 72
Exhibit G
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".pdf' format via email. All 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 Proiect — Webster Detention Center'— Phase II
3.2 Construction Manager - 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 and the
Architect.
3.3 Compensation - Compensation shall be the fees designated in Article 7.1 to be
paid by the Owner to the Construetion Manager in connection with the
performance of the Services by the Construction Manager.
3.4 Chanqe Order - shall mean a written order to the Construction Manager
executed by the Owner, and the Architect, 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.
3.5 Site - The geographical location of a 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.
3.6 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
5 of 72
Exhibit G
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 - The Architect's performance of services shall be as an Architect
consultant to the Owner to carry out the activities of Project design and
construction administration and to provide the technical documents and
supervision to achieve the Owner's Project objectives. The Architect 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 Architect. The Owner's instructions to the Construction
Manager will be issued through the Architect.
4.2 Owner Reqresentation - The Owner shall employ and assign a Project
Manager from Heery International, lnc. to serve as the Owner's Representative.
The Owner's Representative has no design or construction responsibilities of
any nature. None of the activities of the Owner's Representative supplant or
conflict with the construction activities, budget or any other services and
responsibilities customarily furnished by the -Construction Manager or their
Subcontractors in accordance with generally accepted construction
management practices except as otherwise modified by this Agreement. The
Construction Manager shall fully cooperate with the Owner's Representative.
Instructions by the Construction Manager to the Architect relating to services
performed by the Construction Manager will be issued or made by or through
and in accordance with procedural, organizational, and documentation
standards established by the Owner's Representative. Communications and
submittals of the Construction Manager to the Architect shall be in writing and
issued or matle in accardance with similar procedural and documentation
standards established by ' the Owner's Representative. The Owner's
' Representative shall have the authority to establish procedures, consistent with
this Agreement, to be followed by the Architect and Construction Manager and
to conduct periodic meetings to be attended by the Architect, and their
subconsultants, and the Construction Manager, and their Subcontractors
throughout the duration of this Agreement.
4.3 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.
4.4 The Construction Manaqer —
4.4.1 The Construction Manager shall, in consultation with the Owner, the Architect,
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
clearly understood, potential problems are resolved promptly, and, upon
completion, the Project is deemed a success by all parties.
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4.4.2 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.
4.4.3 If required by the Owner's Representative, all agents and Employees of the
Construction Manager and their Subcontractors shall wear identification
badges provided by the Construction Manager at all times that they are on the
Owner's property. The identification badge shall at a minimum display the
company name and telephone number and the emplayee name.
4.4.4 The Construction Manager understands and agrees that should the Owner's
Representative or other Consultant's provide the Construetion 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
CONTRAC7`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, appendices and addenda;
5.1:2 Special conditions, if any;
5.1.3 Proposal submitted by the Construction Manager and accepted by the Owner;
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 or addenda executed by the Owner and the Construction
Manager hereafter;
5.1.6 Approved Change Order(s) or field orders; and
5.1.7 Additional documents listed hereafter, if any:
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 Documents required by the
Construction Manager for execution of the Project shall be made by the
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Construction Manager at its cost and expense from the reproducible sets, or
electronic media furnished by the Owner.
5.4 The Owner has requested that the Architect prepare documents for the Project,
including the plans and specifications for the Project, which are to be complete,
accurate, coordinated, and adequate for bidding, negotiating and constructing
the Project. However, the Owner makes no representation or warranty of any
nature whatsoever to the Construction Manager concerning such documents.
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 document and the plans, specifications, general conditions or
general requirements, this document 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 QF 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 Compensation for Pre-Construction and Construction Management Services
shall be paid in accordance with Article 7.2 and 7.4.
7.2 Compensation for Pre-Construction Services. The Owner shall pay, and the
Construction Manager shall accept, as full and complete payment for the
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Construction Manager's timely and complete performance of Pre-Construction
Services, the Pre-Construction Services Fee.
7.2.1 Pre-Construction Services Fee — Amount. The Pre-Construction Services Fee
shall be a lump sum fee.
The Owner shall pay, and the Construction Manager shall accept as complete
payment for performance of Pre-Construction Services, a lump sum fee,
portions of which will be paid monthly upon submittal of an invoice during the
Pre-Construction phase of the project.
7.3 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 Architect and Owner's Representative, a Guaranteed
Maximum Price ("GMP") proposal upon completion of sixty-five percent (65%)
to ninety percent (90%) of the Construction Documents.
If the GMP proposal is finalized 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").
7.4 Compensation for Construction Management Services. 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").
7.4.1 Construction Price — Amount. The Construction Price shall include, and is
limited to, the total of:
7.4.1,1 The aggregate net cost of the Construction Manager's General Conditions
("General Conditions Cost"), as defined in Exhibit A, not to exceed the General
Conditions Guaranteed' Maximum Cost set forth in Exhibit G;
7.4.1.2 The aggregate net cost `directly paid, or to be paid, by the Construction
Manager to subcontractors pursuant to written subcontracts to perform the
Work ("Subcontracts Cost"); and
7.4.1.3 The compensation for the Construction Manager's provision of management
services pursuant to Exhibit A("Management Fee"), which is a Lump Sum Fee.
7.5 Within fourteen (14) calendar days after execution of this Contract for General
Construction Management Services, the Construction Manager shall prepare
and present to the Owner's Representative and the Architect, 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 Services. The Construction Manager
shall not artificially inflate any element of its Cost Loaded Schedule. Upon the
Architect's acceptance, the Cost Loaded Schedule shall be used as back-up to
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Exhibit G
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.
7.6 Within thirty (30) calendar days after receipt by the Owner of the Construction
Manager's approved invoice, the Owner shall pay to the Construction Manager
ninety percent (90%) of the total amount approved by the Architect, 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.
7.7 If any portion of the Contract Amount is deterrnined 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.
7.8 At least every thirty (30) calendar days after commencement of performance,
but no more frequently than once a month, the Construction Manager shall
submit invoices to the Architect requesting payment for labor and services
rendered during the preceding thirty (30) cafendar days. Each invoice shall
contain such detail and be backed up with whatever supporting information the
Architect requests and shall at a minimum state:
7.8.1 The total Contract Amount;
7.8.2 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;
7.8.3 A breakdown of the various phases or parts of the Project as related to the
Contract Amount;
7.8.4 The value of the various phases or parts of the Project actually performed;
7.8.5 Previously invoiced amounts and credit payments made;
7.8.6 The total amount due, less the amount of retainage;
7.8.7 And shall also have attached such lien waivers (partial or final) and other
documentation verifying the Construction Manager's payment to subcontractors
and suppliers.
7.9 The Architect 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
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Owner to the Construction Manager in writing. Such authorization will
constitute the Architect's certification to the Owner that:
7.9.1 The Project described in the Construction Manager's invoice has progressed to
the level indicated and has been performed in accordance with the Contract for
General Construction Management Services;
7.9.2 All necessary and appropriate lien waivers have been submitted;
7.9.3 The amount requested is currently due and owing to the Construction Manager.
7.10 The Architect'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:
7.10.1 The Construction Manager's failure to perform the work required in compliance
with the requirements of this Confract for General Construction Management
Services or any other agreement between the parties;
7.10.2 The Construction Manager's failure to correctly and accurately represent the
Project performed in a payment request, or otherwise;
7.10.3 The Construction Manager's performance of the Project at a rate or in a
manner that, in the �wner's opinion, is likely to result in the Project or any
portion of the Project-'being inexcusably delayed;
7.10.4 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, subcc�ntractors, materialmen, and suppliers;
7.10.5 Claims made, or likely to be made, against the Owner or its property;
7.10.6 Loss caused by the Construction Manager or the Construction Manager's
subcontractors, or suppliers;
7.10.7 The Construction Manager's failure or refusal to perform any of its obligations
to the Owner.
7.11 If after thirty (30) 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.
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7.12 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 Owner to be payable to the
Construction Manager shall be due thirty (30) calendar days from the date that
the dispute is resolved.
7.13 NOT USED.
7.14 The Construction Manager expressly warrants and guarantees to the Owner
that:
7.14.1 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;
7.14.2 All goods, products, materials, equipment and systems covered ,by an invoice
are free and clear of liens, claims, security interests or encumbrances;
7.14.3 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.
7.15 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.
7.16 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 qualified 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.
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7.17 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.
7.18 Prior to being entitled to receive final payment, the Construction Manager must
achieve Final Completion as deseribed in Article 18. 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 ArchitecYs
execution of a final approval for payment.
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 qualification(s) of
proposed 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.
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Exhibit G
8.4.1 The Construction Manager's Representative will serve as its primary
communication contact with the Architect.
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 will be prohibited. If anyone is caught smoking inside
the building after the roofing is completed they may be asked to leave the
premises. Repeated violatians 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 Manager's agreements with its subcontractors
and suppliers. `
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
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Exhibit G
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 Services that are included by reference in
its written contract with the Construction Manager, and that it will abide by
those terms, conditions and requirements.
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.
ARTICLE 9
CONSTRUCTION SCHEDULE
9.1 The Construction Manager shalt commence eonstruction 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
scope of the Project within calendar days following the date of the
Notice to Proceed.
9.3 The Construction Manager shall accomplish Final Completion of the scope of
the Project thirty (30) days after the date of Substantial Completion as indicated
in Article 9.2 above.
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
Gonstruction Schedule (as defined in the Project Specifications), in Critical
Path Method forrnat (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
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Exhibit G
orderly fashion consistent with the required dates of Substantial Completion
and Final Completion.
9.5.2 The Construction Schedule shall include the date of the Notice-to-Proceed, the
date 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 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 Completian, 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 Architect, so that proper
overall management may be provided.
9.6 If at any time the Construction Manager anticipates that perfarmance of the
work will be delayed or in fact has been delayed, the Construction Manager
shall immediately notify the Architect 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 bythe Owner.
9.7 The Construction Manager shall determine and promptly notify the Architect in
writing when it believes adjustments to the required dates of Substantial
Completion or Final Campletion, 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 date 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 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
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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 Architect for review
in accordance with the schedule requirements and with sufficient lead time to
allow the Architects reasonable time for review.
ARTICLE 10
BONDS
10.1 The Construction Manager shall provide p�yment and performance bonds.
The amount of the premiums for such bonds shall be included in the
Construction Price. 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);
10.1.4 Be executed by a company licensed and authorized to do business in the state
of Georgia;
10.1.5 Be accornpanied by a power of attorney certifying that the persons executing
the bond have the authority to do sa
10.2 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).
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 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 Architectural
services which constitute the practice of architecture or engineering.
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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
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available at all times to the Owner, 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.
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 connectian with the Project from or
to any individual or entity, including any of its trade contraetors, 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 indirecf 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 Construetion 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 Architect, 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 The Construction Manager shall immediately notify the Architect, 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 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
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Exhibit G
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 proeeed, with any work or other activities in the
area affected by such contamination until directed to do so by the Architect;
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 dwner. 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 Architect, schedule and
coordinate all equipment and systems start-ups within its scope of the Project.
11.10.1 The Construetion Manager shall provide the Owner with operation and
maintenance manu�ls'" and other operational documentation not less than
twenty-eight (28) 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
twenty-eight (28) calendar days prior to the required date of Substantial
Completion to famifiarize 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 Architect.
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.
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Exhibit G
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;
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 ir�structions deviate from accepted construction practices,
or the Contract Documents, in which case the Construction Manager shall so
inform the Architect and shall proceed as directed by the Architect, 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 of substitute goods, products, materials,
equipment or systems does not mean or imply final acceptance by the Architect
if such items should be 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,
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Exhibit G
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 Architect; 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 Architect.
13.2 The Construction Manager shall in timely fashion review, approve if appropriate
and forward submittals to the Architect for review and` approval along with such
detail and information as the Architect requires. No part of the work requiring a
submittal shall be fabricated or performed until such approval has been given.
13.3 The Architect is responsible to the Owner, but not to the Construction Manager,
to verify that the submittals conform` #o 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
Architect will review and approve, reject or take other appropriate action on
submittals such as shop drawings, product data, samples and proposed equal
materials or equipment and requested substitutions within not more than
fourteen (14) calendar days, and will not approve any submittals unless such
submittals conform with the Project design concept; and this Contract for
General Construction Management Services. The Architect's review of
submittals shall not constitute final acceptance of materials or equipment
furnished or installed if such materials or equipment should be 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.
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Exhibit G
13.4 If the Architect 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 Architect does make a change on the approved
submittals, and 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 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 subeontractors 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 Architect, 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 Architect, 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.
14.2.2 If the designated portion of the work was concealed prior to a specific request
by the Architect 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.
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Exhibit G
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 dealing by the parties shall alter
the requirement that modifications of this Contract for General Construction
Management Services 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 Construetion Manager shall proceed
with any such changes, and all changes shalf 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
proposals to the Architect.
15.2.2 The Construction Manager shall promptly review and respond to change order
requests submitted by the Architect.
15.2.3 When requested to do so, the Construction Manager shall prepare and submit
to the Architect drawings, specifications or other data in support of a change
order request.
15.2.4 Each change order request proposal 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 Architect does not have authority to order changes to the Project
that involve changes in cost or time. The Architect, 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
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Exhibit G
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 Architect 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 Amc�unt 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%).
15.6.2 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
eomponent 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 (45%). Any such costs or savings shall be documented
in the format and with such content and detail as the Architect 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
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Exhibit G
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 Architect.
15.7.1 If the Architect 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 Architect 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 Architect 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 #he 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 exeeuting 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 Architect, 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 thereto.
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Exhibit G
ARTICLE 16
CLAIMS AND LIENS
16.1 The Construction Manager shall immediately notify Architect and the Owner,
both orally and in writing, of the nature and details of any mechanics' liens,
construction liens, Construction Manager's trust fund claims, or claims of any
type made by anyone against the Owner, the Owner's Representative, 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 All Construction Manager claims against the Owner shall be initiated by a
written claim submitted to the Owner and the Architect. Such claim shall be
received by the Owner and the Architect 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 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 for an increase in
the Contract Amount, 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 additional or changed Work. Failure of the condition
precedent to occur shall constitute a waiver by the Construction Manager of
any claim for additional compensation.
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.
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Exhibit G
16.7 In the event the Construction Manager should be delayed in performing any
task which at the time of the delay is then critical, or which during the delay
becomes critical, as the sole result of any act or omission by the Owner or
someone acting in the Owner's behalf, or by Owner-authorized Change Orders,
fire or other Acts of God, the date for achieving Substantial Completion, or, as
applicable, final completion, shall be appropriately adjusted by the Owner upon
the written claim of the Construction Manager to the Owner and the Architect.
A task is critical within the meaning of this Article 16.7 if, and only if, said task is
on the critical path of the Project schedule so that a delay in performing such
task will delay the ultimate completion of the Project. Any claim for an
extension of time by the Construction Manager shall strictly comply with the
requirements of Article 16.3 above. If the Construction Manager fails to make
such claim as required in this Article, any claim for an extension of time shall be
waived.
16.8 The date for achieving Substantiaf 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 Working days (Monday through Friday) on
which the Construction Manager agrees that he may expect to lose Working
days due to bad weather, in accordance with the following table, on Work to be
performed out-of-doors.
January 10 days July 4 days
February , 10 days ' August 2 days
March ` 7 days September 2 days
April 6 days October 3 days
May 4 days November 5 days
June 3 days December 9 days
At the time the Project is enclosed, if the total accumulated number of 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
17.1 The architect for this Project is Johnson, Laschober & Associates, P.C. (the
"Architect"). In the event the Owner should find it necessary or convenient to
replace the Architect, the Owner shall retain a replacement architect and the
role of the replacement architect shall be the same as the role of the Architect.
Unless otherwise directed by the Owner in writing, the Architect will perform
those duties and discharge those responsibilities allocated to the Architect in
this Contract. The duties, obligations and responsibilities of the Architect shall
include, but are not limited to, the following:
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Exhibit G
17.1.1 Unless otherwise directed by the Owner in writing, the Architect shall act as the
administrator of this Contract until final payment has been made, to the extent
expressly set forth in this Contract.
17.1.2 Unless otherwise directed by the Owner in writing, the Owner Representative
and the Construction Manager shall communicate with each other in the first
instance through the Architect.
17.1.3 When requested by the Construction Manager in writing, the Architect shall
render interpretations necessary for the proper execution or progress of the
Project.
17.1.4 The Architect shall administer any required ch�nges to the scope of work, and
draft proposed Change Orders.
17.1.5 The Architect shall approve, or respond otherwise as necessary concerning
shop drawings or other submittals received from the Construction Manager.
17.1.6 The Architect shall be authorized to refuse to accept work which is defective or
otherwise fails to comply with the requirements of this Contract. If the Architect
deems it appropriate, the Architect shall be authorized to call for extra
inspection or testing of the work for compliance with requirements of this
Contract.
17.1.7 The Architect shall review the Construction Manager's Payment Requests and
shall approve in writing those amounts which, in the opinion of the Architect,
are properly owing to the Construction Manager as provided in this Contract.
17.1.8 The Architect shall, upon written request from the Construction Manager,
perform those inspections required in this Agreement.
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. The Construction
Manager is not a third-party beneficiary of any contract by and befinreen the
Owner and the Architect. 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 Architect to the Owner.
17.2.1 The Architect will be the Owner's design representative during performance of
the Project and will consult with and advise the Owner on all design and
technical matters.
17.2.2 The Architect will act as the initial interpreter of the requirements of this
Contract for General Construction Management Services and as the Owner's
advisor on claims.
17.3 The Architect 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
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Exhibit G
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 Architect 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 Architect 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 Architect will take appropriate action on test results, including acceptance,
rejection, requiring additional testing or corrective Project, or such other action
deemed appropriate by the Architect. The Architect will promptly reject work
which does not conform to and comply with testing requirements.
17.6 The Architect 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 #he Project when such additional
inspections and testing is necessary or advisable, whether or not such work is
then fabricated, installed or completed. The' Architect 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 Architect.
17.7 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 relating to artistic effect
shall be final if not inconsistent with this Contract for General Construction
Management Services.
17.8 The Architect 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 Architect determines that the
Construction Manager has completed the Project, the Architect 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 Architect, and the
required documentation has been produced.
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Exhibit G
18.2 When the Construction Manager believes that the Project is substantially
complete, the Construction Manager shall notify the Architect 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 Architect 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 correeted, along with the cost to
complete each item;
18.3.3 Provide signature lines for the Owner, the Construction Manager and the
Architect.
18.4 Upon receipt of notification from the Construction Manager, the `Architect 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 Architect will:
18.5.1 Inspect the Project;
18.5.2 Provide a list of items to be eompleted'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 Architect 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
Architect 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 Architect 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
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Exhibit G
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.
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
Architect by the Construction Manager.
18.10 When the Construction Manager believes that the Project is finally complete,
the Construction Manager shall notify the Architect that the Project is ready for
a Final Completion Inspection.
18.11 Upon receipt of such notification from the Construction Manager, the Architect
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 Architect wilL•
18.12.1 Inspect the Project;
18.12.2 Determine whether all items on the list includ'ed with the Certificate of
Substantial Completion have been satisfactorily completed and corrected;
18.12.3 Determine whether the Gompleted 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 Architect 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 Architect 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;
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Exhibit G
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, g�ods, products,
materials, equipment and systems incorporated into the Project, endorsed,
countersigned, and assigned as necessary;
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 Architect 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 Architect, 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
Architect, and any required subcontractors and suppliers of the date of, and
request their participation in, the walk-through inspection. The purpose of the
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Exhibit G
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 fhe 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.
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.
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Exhibit G
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 #he 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 Projeet, nor shall the Construction Manager, for any of
the foregoing purposes, be deemed the agent of the Owner.
20.5 The Owner, upon reasonable written request, shall furnish to the Construction
Manager in writing statements of the record legal title to the Site on which the
Project is located and the Owner's interest therein at the time of execution of
this Contract for General Construction Management Services; and the Owner's
financial capacity to ;; pay for the Project, subject to such reasonable
confidentiality requirements that the Owner may impose.
20.6 If requiretl 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 inforrnation concerning available service and utility lines, both
public and private, above and below grade, including inverts and depths.
20.7 The Owner shall pay for the services of a soils engineer or other consultants,
when such services are deemed necessary by the Architect 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 Architect interpretations thereof. This does not
relieve the Construction Manager of the responsibility for providing the testing
required in the Contract Documents.
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Exhibit G
20.8 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.
20.9 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.
20.10 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.
20.11 The Owner shall furnish information and approvals required of it expeditiously,
for orderly progress of the work.
20.12 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 Qr 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 Architect shall coordinate this on behalf of the Owner.
20.13 The Owner shall provide the Construction Manager with all written and tangible
material in its possession concerning conditions below ground at the Site.
20.14 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.
20.15 The Owner will-provide the Construction Manager with the Provisional Project
Schedule of pertinent Projeet dates and key mitestone 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.
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Exhibit G
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 date 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 $3,000.00 for each
and every day after the required date of Substantial Completion 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.
21.2.2 If the Construction Manager fails to achieve Final Completion by the required
date of Final 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 the delay and not as a
penalty, fifteen (15°/a) percent of the daily amount stated above for failure to
timely achieve Substantial Completion, even if not actually imposed, for each
calendar day of unexcused delay in achieving Final Completion.
21.3 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; or any other
cause which the Owner determines may justify the compensation of the
Construction Manager for the delay, the Construction Manager's compensation
shall be equitably adjusted to cover the Construction Manager's actual and
direct increased costs attributable to such delay.
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 When 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
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Exhibit G
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.
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 #hree (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 ar decrease in the Construction Manager's cost of,
or time required for, performance of the work, compensation or time for
performance or both wiA 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.
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_ _ _
Exhibit G
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 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 th� Construction Manager
receives notification of a dispute or the commencement of litigation regarding
the Project within this seven-year period, the Construction Manager shall
continue to maintain all Project records until final resolution of the dispute or
litigation.
23.2.2 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.
23.2.3 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
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Exhibit G
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 PROJECT
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 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.
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Exhibit G
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 Canstruction 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 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 Contr�ct 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
41 of 72
Exhibit G
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;
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 Construetion 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 materi�ls, 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 #his 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 befinreen
the Owner and the Construction Manager.
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Exhibit G
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 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 shalf 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 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 additionally 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
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Exhibit G
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 Georgia state court or
Georgia federal court districts and having subject matter jurisdiction over the
matter in eontroversy; 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 any jurisdiction 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;
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
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Exhibit G
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 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
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Exhibit G
General Construction Management Services shall be required to participate in
or be bound by, any arbitration 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 s�t 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 cantained 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 befinreen 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
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Exhibit G
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 Except as prohibited by appficable law, neither party shall assign any or all of
its benefits' or executory obligations under this Contract for General
Construction Management Services without the approval of the other party,
except in case of assignment solely for security or assignment by the Owner to
a Related Party of the Owner, or except as otherwise specifically provided for
in this Contract for General Construction Management Services in case of
default. The Owner and the Construction Manager bind their successors and
assigns to the other party to this Contract for General Construction
Management Services.
30.8 Upon the request of the Owner, the Construction Manager shall execute
documents required by the Owner's lender whereby the Construction Manager
agrees that in the event of the Owner's default under, or the termination of, any
construction loan agreement, the Construction Manager will complete the
services required by this Contract for General Construction Management
Services under the terms and conditions contained herein so long as the lender
fulfills the obligations of the Owner toward the Construction Manager as set
forth in this Contract for General Construction Management Services.
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Exhibit G
30.9 The Owner and Construction Manager agree to endeavor to provide written
notification and to negotiate in good faith prior to litigation concerning claims,
disputes, and other matters in question arising out of or relating to this
Agreement or the breach thereof.
30.10 Nothing herein contained shall be construed to require the parties to provide
written notifications or engage in negotiations prior to the institution of litigation
nor to submit for alternative dispute resolution by a third party or parties any
such claim, dispute or other matter in question between the parties, but the
parties may by mutual agreement submit any claim, dispute or other matter at
issue to arbitration, or such other alternative dispute resolution procedure as
may be mutually agreed upon between the parties.
30.11 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 Architect and Owner respectively.
30.12 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.
30.13 This Agreement shall be governed by the laws of the State of Georgia, U.S.A.
30.14 Except where specifically stated otherwise, all periods of time stated in terms of
days shall be considered periods calculated in calendar days.
30.15 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 vtherwise affect the information set forth therein or interpretation thereof.
30.16 For the purpose of this Agreement unless the context clearly indicates
otherwise, the singular includes the plural, and the plural includes the singular.
30.17 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.
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, 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 or
failure to perform its obligations under this Agreement and 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
48 of 72
Exhibit G
resulting there from 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.
31.2 Except as otherwise set forth in this Agreement, the Construction Manager, the
Architect, the Owner's Representative, and the Owner shall not be liable to
each other for any delays in the performance of their respeetive 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.
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
Architect 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 Architect about any problems, conflicts, defects,
deficiencies, inconsistencies or omissions it discovers in or befinreen the
Contract Documents; and variances it discovers between the Contract
Documents and applicable laws, statutes, building codes, rules and
regulations.
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Exhibit G
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 befinreen the Contract Documents and
requirements of applicable laws, statutes, building codes, rules and regulations,
without notifying the Architect and prior to receiving written authorization from
the Architect to proceed, the Construction Manager shall be responsible for the
consequences of such performance.
32.3 The drawings are generally drawn to scale; however, the figured dimensions or
notes thereon shall govern. 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 Architect 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 resulf in a change in the scope of work or if
the Architect 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 ta'` 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
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.
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Exhibit G
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.
ARTICLE 25
ENTIRE AGREEMENT
35.1 This Agreement and its Exhibits and Attachrnents 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:
Augusta, Georgia R.W. Allen. LLC
By:
(Signature) (Seal) (Signature) (Seal)
Deke Copenhaver
(Name) (Name)
Mayor
(Title) � � � (Title)
530 Greene Street 1015 Broad Street
(Street Address — No P0 Box) (Street Address — No PO Box)
_Augusta, Georgia 30901 Augusta, Georgia 30901
(City, State, Zip) (City, State, Zip)
Date of Signature Date of Signature
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Exhibit G
Exhibit A
Scope of Work
The scope of work includes the following:
General: The Construction Manager shall be required to use Construcfinrare web based
project management software, with finro (2) staff site access allotments provided by the
Owner.
Provide Construction Management Services to construct the new Inmate Intake Facility
located at the Webster Detention Center for the Owner, including but not limited to:
A. Pre-Construction Services
a. Design Review.
i. The Construction Manager shalF ;actively and jointly participate with the
Owner and the Architect in formation of the final Project design.
ii. The Architect is required, in accordance with schedule requirement, to
provide Design Development design' drawings. The Construction Manager
shall promptly and in accordance with schedule requirements:
1. familiarize itself with the Design Development design drawings;
2. analyze and evaluate the constructability of the Design Development
design drawings; and
3. ' analyze and evaluate the Design Development design drawings in
regard to the completeness of intended bid categories, conflicts or
overl�ps in the divisions af the Work, design details affecting
construction, value engineering, identification of long-lead materials
affecting the Construction Schedule, availability of labor and other
factors affecting construction.
iii. '7he Construction Manager and the Architect shall jointly schedule and attend
regular meetings ; with the Owner to review and evaluate the Design
Development design drawings.
iv. The Construction Manager shall, in accordance with schedule requirements,
notify the Architect in writing and assist the Architect with the resolution, of all
problems, conflicts, defects or deficiencies identified during the review and
evaluation of the Design Development design drawings.
v. Upon completion of the Design Development design drawings, the CM and
CIPM, are required to prepare and submit an estimate of Total Project
Construction Cost broken down by line items into major construction
disciplines and systems.
vi. The Construction Manager shall, participate in an estimate reconciliation
meeting to review the Design Development estimate of Total Project
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Exhibit G
Construction Cost and promptly inform the Owner and the Architect of
recommended adjustments, if any. The purpose of this meeting is to develop
a reconciled estimate that all Team members agree with so that the design
can continue to the next phase.
b. 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. evaluate and make suggestions to optimize Site utilization;
6. recommend proposed modifications or alternatives to the review
Constructican Documents based on its evaluation and review;
7. notify the 4wner and the Architect in writing of any variances between
the Construction Documents and applicable laws, statutes, building
codes, rules and regulations of which it is aware; and
8. notify the Owner and the Architect in writing of all problems, conflicts,
defects or deficiencies in the review Construction Documents of which
it is aware or should be aware.
iii. The Construction Manager shall, in accordance with schedule requirements,
assist the Architect with the resolution of all problems, conflicts, defects or
deficiencies identified during the review and evaluation of the review
Construction Documents.
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Exhibit G
iv. Upon completion of the examination of the review of the 60% Construction
Documents, the CM and CIPM are required, in accordance with schedule
requirements, to prepare and submit a 60% Construction Documents
estimate of Total Project Construction Cost.
v. If the final estimates of Total Project Construction Cost by the Construction
Manager and the CIPM differ materially, the Construction Manager and the
CIPM shall meet promptly to reconcile the discrepancies between their
estimates so as to permit submission to the Owner of a final estimate of Total
Project Construction Cost on which both the CIPM and the Construction
Manager agree.
c. Planning And Scheduling:
i. Construction Schedule. The Construction Manager understands and
acknowledges the Owner's intent that the Project will be complete by the
Date 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 and timely submit for Owner
review:
1. Project cost control procedures;
2. Project reporting procedures,
3. Project Manual;
4. Quality Management Program;
5. Local small business participation plan; and
6. Staffing Plan for the Construction period.
d. Guaranteed Maximum Price Proposal.
i. Guaranteed Maximum Price Proposal. The Construction Manager shall
prepare and deliver to the Owner, with copies to the Architect, 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 three elements of the Construction Contract Price:
a. General Conditions Guaranteed Maximum Cost;
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__
Exhibit G
b. estimated Subcontracts Cost, detailed by each subcontract, trade
or bid division, and including a reasonable (not exceeding 2%),
separately stated maximum contingency amount for each
subcontract, trade or bid division; and
c. the actual lump sum amount of the Management Fee;
3. a description of all other inclusions to or exclusions from the GMP;
a. all assumptions and clarifications;
b. the proposed Date 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.
e. General Conditions Cost. The General Conditions Casts 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 of 14 months beginning in the 2" or 3`d quarter of 2012. Preconstruction
services will begin in the 4th quarter- of 2411. Items that are included within the
General Conditions Costs' for which #he 'Construction Manager is entitled to no
additional compensation include, without limitation:
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 ar�d 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.
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Exhibit G
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 P& P bond
premiums that can be directly attributed to this Contract for Construction.
Premiums shall be net of trade discounts, volume discounts, dividends and
other adjustments,
ix. Fees and assessments for the building permit and for other permits, licenses
and inspections for which the Construction Manager is required by the
Contract for Construction to pay;
x. 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 far the Work, if approved by the Owner;
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. Alt reasonable costs and expenditures necessary for the operation of the site
office, such as stationary, supplies, blueprinting, furniture, fixtures, office
equiprnent and fiefd computer services, provided that quantity and rates are
subject to Owner's prior written approval;
xvi. The cost of secure off-site storage space or facilities approved in advance by
Owner;
xvii. Printing and reproduction of the Construction Documents;
xviii. 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;
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Exhibit G
xix. Costs for temporary toilet facilities, site surveys, field engineering, clean-up
(daily and final), etc.;
xx. Other expenses or charges properly incurred and paid in the prosecution of
the Work, with the prior written approval of the Owner.
xxi. General Condition's costs will be included in the Guaranteed Maximum Price
(GMP).
f. 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 not at the Project Site;
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 in�erest;
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
x. any costs or expenses incurred by the Construction Manager, not included in
the General Conditions Cost, for provision of management services
necessary to complete the Project in an expeditious and economical manner
consistent with this Contract For Construction and the best interests of the
Owner.
g. The Construction Manager acknowledges that the Construction Documents may be
incomplete at the time the Construction Manager delivers the GMP proposal, and
that the Construction Documents may not be completed until after commencement of
the Work. Nevertheless, the GMP proposal shall include payment for Work required
by the completed Construction Documents, and if the GMP proposal is accepted by
the Owner, the Construction Manager shall be entitled to no increase in the GMP if
the Work required by the completed Construction Documents:
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Exhibit G
i. is required by this Contract For Construction,
ii. is reasonably inferable from the incomplete documents,
iii. is consistent with the Owner's stated goals and program objectives,
iv. is consistent with general industry standards for completion of the Work,
v. is not a substantial enlargement of the scope of Work portrayed by the
incomplete documents, or
vi. substantially conforms to the nature, type, kind or quality of Work depicted in
the incomplete documents.
h. If the GMP proposal is unacceptable to the Owner, the Owner shall promptly so
notify the Construction Manager in writing. Within fourteen calendar days of such
notification, the Owner, Professional(s) and Construction Manager shall meet to
discuss and resolve any differences, inconsistencies, or misunderstandings and to
negotiate recommended adjustments to the Work and/or to the GMP.
i. The Owner may, at its sole discretion and based upon,'its sole judgment,
i. indicate its acceptance of a GMP proposal;
ii. reject a GMP proposal;
iii. terminate the Project; or
iv. proceed to construct the Project using a party or parties other than the
Construction Manager.
j. If the Owner rejects a GMP proposal, neither party shall have any further obligation
pursuant to the Contract for General Construction Management Services.
k. 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.
I. 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.
ii. Upon execution of Exhibit G, the Construction Manager guarantees that the
General Conditions Cost shall not exceed the General Conditions
Guaranteed-Maximum Cost and that all costs or expenses that would cause
58 of 72
Exhibit G
the General Conditions Cost to exceed the General Conditions Guaranteed-
Maximum Cost shall be borne by the Construction Manager unless adjusted
by change order.
iii. Upon execution of Exhibit G, the Construction Manager guarantees that,
1. unless adjusted by change order, the final cost to the Owner of each
individual subcontract, trade or bid division shall not exceed the sum
total of the estimated cost and contingency for that subcontract, trade
or bid division as set forth in the GMP;
2. no unused contingency amount from any subcontract, trade or bid
division shall be transferred, carried; over or applied to any other
subcontract, trade or bid division, but rather such unused contingency
shall inure to the Owner's benefit; and `
3. the cost of any subcontract, trade or bid division exceeding the sum
total of the estimated cost and contingency for that subcontract, trade
or bid division shall be borne by the Construction Manager unless
adjusted by change order
iv. Upon execution of Exhibit G, the Construction Manager guarantees that to
the extent the GMP proposal includes contingencies, no unused contingency
shall be transferred, carried over or applied to any other GMP line item, but
rather such unused contingency shalt inure to the Owner's benefit.
B. Construction Services
a. Bidding and Negotiation.
i. With the Architect's assistance, the Construction Manager shall prepare and
assemble document packets for use in bidding or negotiating the
Subcontracts Cost.
ii. The Construction Manager shall develop subcontractor and supplier interest
for each division of the Work and shall pre-qualify proposed subcontractors
using a pre-qualification form approved by the Owner and Architect.
iii. The Construction Manager shall:
1. submit to the Architect the proposed list of subcontractors and review
and evaluate information received from the Architect regarding
proposed subcontractors; and
2. evaluate the technical competence of all pre-qualified subcontractors.
iv. The Construction Manager shall negotiate or competitively bid each trade
category only by invitation to pre-qualified subcontractors. In the event a
subcontractor does not meet a pre-qualification requirement, the Construction
Manager in its best judgment may, with the Owner's prior approval, still allow
the subcontractor to bid. The Construction Manaqer shall obtain a minimum
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Exhibit G
of 5 pre-aualified subcontractors for each specification section with a value
over $25,000.
v. The Construction Manager shall review the subcontract breakdowns utilized
in the GMP and use its best efforts to obtain bids which are less than the final
GMP estimates.
vi. The Construction Manager shall conduct private bid openings in the presence
of the Owner's Representative. The Construction Manager shall
communicate bid results to the Owner and the Architect, and to no other
persons or entities.
vii. The Construction Manager shall, for each subcantract, trade or bid division:
1. determine the final bid amounts, ;
2. prepare and furnish to the Owner a bid tabulation which includes by
subcontract, trade and/or bid division, the applicable final GMP
estimate and the related final bid amount;
3. identify to the Owner in writing the subcontractors to which the
Construction Manager recommends award of subcontracts; and
4. award and enter into a subcontract between itself and each
subcontractor which it has recommended, unless otherwise notified by
the Owner.
b. 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 For Construction;
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 For Construction,
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Exhibit G
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 Architect(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 Qwner of the
probable cause(s) and possible alternatives, and make
recommendations to minimize expense to the Owner.
4. The Architect 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
7he Construction Manager shall request that the Architect 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 Architect's interpretations and decisions shall be
final regarding the Construction Documents and the Work.
c. 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.
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.
61 of 72
Exhibit G
3. The Construction Manager shall provide temporary toilets at the Site
for all workers for the duration of the construction period.
4. The Construction Manager shall provide in the field office a
workstation with phone and web access for the Owner's
Representative, included in the GMP.
C. Water Intrusion Consultant (WIC):
The Owner intends to hire an independent Water Intrusion Consultant (WIC) to
provide assurance that the design of the exterior envelope will provide a
watertight structure. The WIC will be a Subconsultant to the Construction
Manager at Risk and they will provide the following services:
Design Phase Services
1. Develop a water intrusion prevention plan with input from the
Architect, Owner's Representative and the CM at Risk.
2. Review drawings and specifications at the SD, DD, 60% CD and
100% CD submittals to verify compliance with the V1(ater Intrusion
Plan (VVIP)
3. Provide recommendations and solutions to details as necessary to
achieve a watertight structure.
The Architect will be required to respond #o the WICs design review comments
and revise the design to comply with the recommendations of the WIC at no
additional charge.
Construction Phase Services:
1. Provide suggestions and guidance to the subcontractors as it relates
to the WIP.
2. Conduct WIP meetings to discuss details and offer recommendations
on installations.
3. ` Provide quality assurance reviews of the installation on a periodic
basis as needed.
4. Provide periodic inspections and a final inspection of the materials
installed in place to document any areas where mold of mildew are
present.
5. Provide documentation, including photographs and periodic inspection
reports as part of the close-out documentation.
The Architect will be required to administer the requirements of this provision at
no additional cost.
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Exhibit G
Exhibit B
Provisional Project Schedule
See attached Schedule
63 of 72
Exhibit G
Exhibit C
Initial List of Drawings, Specifications, and Addendums
(To Be Done in Pre-Construction)
64 of 72
Exhibit G
Exhibit D
Insurance
Insurance Requirements
1. Statutory Projecter's Compensation Insurance
a) 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 #or bodily injury and property
damage
b) The following additional coverages musf apply:
• 1986 (or later) ISO Commereial General Liability Form
• Additional Insured Endorsement (Form B CG'20 10)
• Completed Operations Coverage
• Blanket 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 Liability Insurance
a) $500,000 limit of liability per occurrence for bodily injury and property
damage
b) Comprehensive form covering all owned, non-owned, leased, hired and
borrowed vehicles
c) Additional Insured Endorsement
d) Contractual Liability
4. Excess Liability Insurance
a) Excess Liability Insurance Limit $10,000,000 per occurrence /
$10,000,000 per aggregate.
• Insurance company must be authorized to do business in the State of
Georgia
5. Augusta, Georgia, the Owner's Representative, 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.
6. Insurance Company, except 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
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Exhibit G
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.
Best's rating of A- or better.
7. Insurance Company must be licensed to do business by the Georgia Department
of Insurance. * See above note regarding Construction Manager Liability
8. Certificates of Insurance, and any subsequent renewals, must reference specific
bid/contract by project name and projecUbid number.
9. The Construction Manager shall agree to provide complete certified copies of
current insurance policy(ies) if requested by the City to verify the compliance with
these insurance requirements.
10. All insurance coverages required to be provided by the Construction Manager will
be primary over any insurance program carried by the City.
11. 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 e�ch and every
Subcontractor and each and every Sub-Subcontractor of any tier ta 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.
12. 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 Acord 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.
13. The Construction Manager shall agree to waive all rights of subrogation against
the City, the City Council, its officers, o�cials, employees, the Owner's
Representatives, the Architect, and volunteers from losses arising from work
perFormed by the Construction Manager for the City.
14. 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 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 $10,000.00.
66 of 72
__ -
Exhibit G
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 to assure the Owner that the minimum limits of coverage are
maintained continuously throughout the period af 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 maint�in 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 between owner and any insurance company of the
Construction Manager over policy coverage or Limits of Liability as required
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Exhibit G
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 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.
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Exhibit G
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.
RESPONSIBLE PARTIES:
Construction Manager's Signature Date
Owner's Signature Date
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Exhibit G
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 Praposal 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 indireetly submitt�:d 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.
Construction , Manager:
(Signature) (Seal)
70 of 72
Exhibit G
Exhibit G
Authorization for Construction
Pursuant to this agreement, the Owner and the Construction Manager hereby execute
this Exhibit G and further agree as follows:
1. The Construction Manager's Guaranteed Maximum Price ("GMP") proposal dated
, attached hereto and incorporated herein, is accepted by the
Owner.
2. The General Conditions Guaranteed Maximum Cost is ' $
3. The Subcontracts Cost is $
Bid Package #1
Bid Package #2
Bid Package #3
Bid Package #4
4. The Lump Sum Fixed Management Fee Is $>
5. The Guaranteed Maximum Price is $
6. The Date of Substantial Completion shall be 24 months after
Notice-to-Proceed
Owner: Construction Manager:
Auausta, Georgia
By:
(Signature) (Seal}, (Signature) (Seal)
(Name) (Name)
(Title) (Title)
(Street Address — No PO Box) (Street Address — No PO Box)
(City, State, Zip) (City, State, Zip)
Date of Signature Date of Signature
71 of 72
Exhibit G
Exhibit H
Unit Prices
(To Be Determined)
72 of 72
ADDENDUM1
Webster Detention Center Phase II
Requirements Recaardinq the Procurement
of Labor and Buildina Materials
The Webster Detention Center Phase II project is a public works construction project.
Construction Manager is expressly required to comply with all provisions of O.C.G.A. § 36-91-
20(c) as well as the requirement of this contract with respect to procuring labor and building
materials for this project.
1. CRITERIA. Under Georgia law, governmental entities are authorized to utilize any
construction delivery method for public works construction contracts. For those
contracts which "place the bidder or offeror at risk for construction" and "Require labor or
building materials in the execution of the contract," Georgia law requires that such
contracts "shall be awarded on the basis of competitive sealed bidding or
competitive sealed proposals." O.C.G.A. § 36-91-20(c)' (emphasis added).
Construction Manager is required to competitively procure all labor and building
materials for the Webster Detention Center Phase II project by campetitive sealed
bidding or competitive sealed proposals.
2. COMPLIANCE REVIEW PROCEDURE. In addition to the competitive bidding reporting
requirements contained in other provisions of #his contract, the Procurement Department
of Augusta, Georgia may conduct one or more compliance reviews to ensure strict
compliance with the competitive bidding requirements of O.C.G.A. § 36-91-20(c).
a. These compliance reviews exis� separately and may be in addition to any
other reviews permitted 'in this Cantract. Such reviews are conducted at the
discretion of the Procurement Department Director, and their scope is defined
on a case-by—case basis.
b. Compliance reviews will be conducted either as a desk audit or at an on—site
visit during the bid opening(s).
3. EFFECT OF NONCOMPLIANCE OR FAILURE TO CORRECT DEFICIENCY.
Nofinrithstanding ar�y ofher provision in this Contract, if the Construction Manager fails to
comply with the competitive bidding requirements of O.C.G.A. § 36-91-20(c), or fails to
take appropriate corrective action, such failure is a breach of this contract and is a basis
for non-payment pursuant to O.C.G.A. § 36-91-21(a).