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HomeMy WebLinkAboutCONTRACT WITH SKANSKA USA BUILDING INC., TO PERFORM CONSTRUCTION PROJECT MANAGEMENT SERVICES FOR AUGUSTA'S TRANSIT OPERATION AND MAINTENANCE FACILITY PROJECT PROJECT MANAGEMENT SERVICES AGREEMENT BETWEEN AUGUSTA, GEORGIA AND SKANSKA USA BUILDING INC., FOR AUGUSTA PUBLIC TRANSIT OPERATION AND MAINTENANCE FACILITY PROJECT This Agreement is made and entered into this I g day of 07(444QA , 2016 by and between Augusta, Georgia, a political subdivision of the State of Georgia, (hereinafter called "Augusta" or"Client") and Skanska USA Building Inc., a Foreign Profit Corporation, authorized to conduct business in the State of Georgia, (hereinafter called the "Consultant" "Contractor" or"Skanska"), for the following reasons: WHEREAS, Augusta desires to utilize the services of an independent contractor to provide Project Management Services for the construction of Augusta Public Transit Operations and Maintenance Facility Project, pursuant to RFQ Item #16-207 Construction Project Management Consulting Services ("RFQ"); and WHEREAS, Augusta desires to retain Skanska USA Building Inc. as Contractor and Skanska desires to serve Augusta to perform these services subject to the terms contained herein and all applicable local, state and Federal regulations; and WHEREAS, the Consultant responded to Augusta's RFQ and has represented to Augusta that it is experienced and qualified to provide the services contained therein; and WHEREAS, Augusta has relied upon such representation and selected Consultant as the most qualified respondent based on its submittal and verbal presentation. NOW,THEREFORE, in consideration of the foregoing, the provisions contained herein and the mutual benefits to be derived here from,and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Consultant and Augusta agree as follows: ARTICLE I - TERM OF SERVICE The term of this Agreement shall correspond with the Fee Proposal and Schedule (hereinafter referred to as "Project Proposal"), attached as (Exhibit C) and shall not extend beyond three (3) years from the date of execution. The term of this Agreement may be extended only by written renewal approved by the Augusta Board of Commissioners and Skanska in accordance with the AUGUSTA,GA CODE. ARTICLE II—SCOPE OF WORK Consultant agrees to provide all services in accordance with the Scope of Services outlined in RFQ #16-207, attached as (Exhibit B) and the Scope of Services attached as (Exhibit A), which are attached hereto and incorporated by reference. Augusta's Request for Qualifications Item#16-207 1 for Construction Project Management Services ("RFQ"), is attached as (Exhibit B) and incorporated by reference in its entirety, and as further specified herein. ARTICLE III - COMPENSATION For the performance of the services listed in Augusta's Request for Qualifications(RFQ)Item#16- 207 for Construction Management Services, Augusta shall pay Consultant in accordance with the terms outlined in the Consultant's Fee Schedule dated September 23,2016 which is attached hereto as(Exhibit C)and incorporated by reference in its entirety. The Consultant shall not perform, nor be obligated to perform, any Additional Services without a written modification to this Agreement for additional compensation. Consultants services will be billed on a monthly basis based on services rendered throughout the duration of our Agreement. The invoices shall include charges for all labor and costs in accordance with(Exhibits A, B, & C). The invoice shall be accompanied by a progress report that indicates the status of the project. Augusta will notify Consultant within(14)days of receipt of each invoice if it objects to all or any portion of an invoice. Unless there is a dispute regarding compensation owed to Consultant Augusta agrees to pay all approved invoices within thirty (30) days of receipt. Augusta shall not be obligated to pay any invoices which are not in accord with the terms of this Agreement. By acceptance of Augusta's payment of an invoice amount, Consultant releases Augusta from any and all claims for service provided or work performed through the date of the invoice, except for pending claims Consultant has previously made. ARTICLE IV—INDEPENDENT PARTIES Augusta, Georgia and the Consultant shall at all times be considered independent parties and, in no event, shall either be liable for the debts and obligations of the other. Consultant shall not have any claim against Augusta, Georgia for vacation pay, paid sick leave, retirement benefits, social security, workers compensation, health, disability, professional malpractice or unemployment insurance benefits or other benefits. ARTICLE V—NOTICE Any notice or consent required to be given by or on behalf of any party hereto to any other party hereto shall be in writing and shall be sent by(a)registered or certified United States mail, return receipt requested, postage prepaid, (b) personal delivery, (c) overnight courier service, or (d) delivered in person to the Consultant or its authorized representative. All notices sent to the addresses listed below shall be binding unless said address is changed in writing no less than two weeks before such notice is sent. Future changes in address shall be effective upon written notice being given via certified first class U.S. mail, return receipt requested. Such notices will be addressed as follows: • 2 If to Augusta: Geri A. Sams,Director Augusta, Georgia Procurement Department 535 Telfair Street, Suite 605 Augusta, GA 30901 (706) 821-2811 And Patrick G. Stephens, Director Augusta Public Transit 1535 Fenwick Street Augusta, GA 30904 (706) 823-4400 With a copy to: General Counsel Augusta Law Department 535 Telfair Street, Building 3000 Augusta, Georgia 30901 If to Consultant: Curtis Elswick, Vice President/Regional Executive Skanska USA Building Inc. Integrated Solutions 55 Ivan Allen Jr. Boulevard, Suite 600 Atlanta, GA 30308 ARTICLE VI—TERMINATION Either party may, for its own convenience and at its sole option, without cause and without prejudice to any other right or remedy of other party, elect to terminate this Agreement, in whole or in part, by delivering to the address listed in the Notices article of this Agreement, a written notice of termination specifying the effective date of termination. Such notice shall be delivered at least thirty days (30) days prior to the effective date of termination. All obligations cease upon Augusta's notification to Consultant. Augusta, Georgia will however, honor those obligations made in accordance with the Terms of Agreement, Scope of Service listed in(Exhibit A), RFQ Item#16-207 listed in(Exhibit B), and the Fee Proposal attached as (Exhibit C),which were made in good faith prior to such written notification. Upon termination,all finished or unfinished documents,data, studies, and reports prepared by the Consultant in accordance with the Scope of Services listed in(Exhibit A)shall become the property 3 • of Augusta, Georgia, to the extent Consultant has been paid. Augusta shall promptly pay the Consultant for all services performed through the effective date of termination provided that the Consultant submits to Augusta properly computed invoices no later than thirty(30) days after the effective date of termination. Consultant Default — If the Consultant defaults by failing to substantially perform, in accordance with the terms of this Agreement,Augusta in its sole discretion may, in the case of a termination for breach or default, allow Consultant a reasonable period of time in which to cure the defect. In such case,the written notice of termination shall state the time period in which cure is permitted and other appropriate conditions. If consultant fails to remedy to the recipient's satisfaction the breach or default or any of the material terms, covenants, or conditions of this Agreement within ten(10) days after receipt by consultant or written notice from the recipient setting forth the nature of said breach or default,the recipient shall have the right to terminate the Agreement without any further obligation to Consultant. Any such termination for default shall not in any way operate to preclude the Augusta from also pursuing all available remedies against Consultant and its sureties for said breach or default. If Consultant fails to perform the services within the time specified in this Agreement or any extension or if the Consultant fails to comply with any other provisions of this Agreement, due to the Consultant's fault, Augusta may terminate this Agreement for default. Augusta shall terminate by delivering to Consultant a written notice of termination specifying the nature of default. Consultant shall only be paid the Agreement price for services performed in accordance with the manner of performance set forth in this Agreement. Consultant acknowledges that project delays due to site acquisition shall not constitute a default on the part of Augusta. In addition, Consultant acknowledges that site acquisition shall require the legislative authorization of the Board of Commissioners. ARTICLE VII—CONFIDENTIALITY The Consultant shall comply with all applicable federal, state, and local laws and regulations relating to confidentiality and privacy. Consultant agrees to take reasonable steps to insure the physical security of any confidential data under its control. Consultant agrees that it will inform each of its employees or agents having any involvement with personal data or other confidential information of the laws and regulations relating to confidentiality. ARTICLE VIII—INSURANCE In accordance with the terms of this Agreement,Consultant shall maintain the following insurance: (a) Workers' Compensation for statutory limits in compliance with the applicable state and federal laws, and Employer's Liability with a limit of$1,000,000; (b) Professional Liability - $1,000,000 - Insurance Coverage for Errors and Omissions on Claims Made Basis. 4 • (c) Comprehensive General Liability with a combined single limit of $1,000,000 per occurrence and in the aggregate; and (d) Automobile Liability Insurance with a combined single limit of $1,000,000 for bodily injury and property damage with respect to vehicles either owned, non-owned, and leased by Consultant. 1. Prior to performing Services under this Agreement Consultant shall furnish Augusta with certificates of insurance which evidence the requirements of this Article. Certificates will provide Augusta with at least thirty (30)days' advance written notice prior to cancellation of the above policies and at least ten(10) days' written notice in the event of cancellation for non-payment of premium. Augusta, Georgia shall be added as additional insured on each policy pursuant to this Agreement. ARTICLE IX—KEY PERSONNEL At a minimum, the key personnel identified in Consultant's response to RFQ Item#16-207 shall be considered essential to this project. Prior to taking them off the project team for any reason, Consultant shall notify Augusta, Georgia reasonably in advance and submit justification and proposed substitutions in sufficient detail to permit an evaluation of the impact to the services. Consultant shall make no diversion without the prior written consent of Augusta, Georgia. ARTICLE X—FEDERAL CLAUSES This agreement incorporates by reference the following Federal Transit Administration required clauses with the same force and effect as set forth in full in the main text of the agreement. It is understood and agreed that the Contractor is obligated by and to Augusta, Georgia (hereinafter referred to as Augusta, Georgia) for any specifications or documentation required of Augusta, Georgia under these clauses. Master Grant Agreement FTA MA(22)dated October 1, 2015: http://www.fta.dot.gov Circular 4220.1F, dated November 1,2008, Rev. 3/18/2013: htt_p://www.fta.dot.gov/legislation law/12349 8641.html FTA's Best Practices Procurement Manual (BPPM), offers suggested procedures, methods, and examples on conducting third party procurements to assist in meeting the standards of FTA Circular 4220.1F. The BPPM is available at: https://www.transit.dot.gov/funding/procurement/best-practices-procurement-manual The Code of Federal Regulations(CFR)website is available at: http://www.ecfr.gov 5 • 1. No Government Obligation to Third Parties. The contractor agrees, absent express written consent of the Federal Government,that the Federal Government is not a party to the contract and shall not be subject to any obligations or liabilities to any third party contractor, or any sub- recipient,or any other party pertaining to any matter resulting from this contract or purchase order. The contractor agrees to include a similar provision in each subcontract financed in whole or in part with federal assistance provided by the FTA. 2. Program Fraud and False or Fraudulent Statements and Related Acts. The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC §3801, et seq., and U.S. Department of Transportation regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its activities in connection with this contract or purchase order. Upon execution of the underlying contract, the contractor certifies and affirms the truthfulness and accuracy of any statement it has made, causes to be made, makes, or may make pertaining to the contract or the underlying FTA assisted project for which this contract or purchases order is being performed. In addition to other penalties that may apply, the contractor further acknowledges that if it makes a false,fictitious,or fraudulent claim, statement,submission, or certification,the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the contractor to the extent the Federal Government may deem appropriate. The contractor also acknowledges that if it makes or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government in connection with an urbanized area formula project financed with federal assistance authorized for 49 USC §5307, the Federal Government reserves the right to impose the penalties of 18 USC §1001 and 49 USC §5307(n) (1) on the contractor, to the extent the Federal Government deems appropriate. The contractor agrees to include the above stated provisions in each subcontract financed in whole or in part with federal assistance provided by the FTA. Contractor shall not modify the above stated provisions except to identify the subcontractor who will be subject to the provisions. 3. Access to Records. a) The contractor agrees to provide Augusta Georgia,the FTA Administrator,the Comptroller General of the United States, or any of their authorized representatives, access to any books,documents,papers, and records of the contractor which are directly pertinent to this contract for the purposes of making audits, inspections, examinations, excerpts, transcriptions,and reports. Contractor further agrees to provide Augusta Georgia,the FTA Administration or their authorized representatives or agents access to contractor's records and construction sites pertaining to a major capital project as defined at 49 USC 5302(a)1 which is receiving federal financial assistance through any program described at 49 USC 5307, 5309 or 5311. The contractor shall require its subcontractors to provide access to their books, documents, papers and records to the representatives identified above for the purposes described herein. b) The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as may be reasonably requested. 6 c) Contractor also agrees, pursuant to 49 CFR 633.17, to provide the FTA Administrator or authorized representative (including a Project Management Oversight (PMO contractor) access to contractor's construction sites and records pertaining to a major capital project, defined at 49 USC §5302(a)(1),which is receiving federal financial assistance through the programs described at 49 USC §§5307, 5309, or 5311. d) The contractor further agrees to maintain all books,records,accounts,and reports required under this contract for a period of not less than three (3)years after the date of termination or expiration of this contract,except in the event of litigation or settlement of claims arising from the performance of this contract, in which case contractor agrees to maintain same until Augusta Georgia, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims, or exceptions related thereto. See also 49 CFR 18.39(i)(11). 4.Federal Changes. The contractor shall at all times comply with all applicable FTA regulations, policies, procedures, and directives, including without limitation those listed directly or by reference in the Master Grant Agreement FTA MA (21) dated October 1, 2014 between Augusta Georgia and the FTA, as they may be promulgated or amended from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. The contractor agrees to include the above stated provision in each subcontract financed in whole or in part with federal assistance provided by the FTA. 5. Civil Rights. The following requirements apply to this purchase order or contract: a. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended,42 USC §2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 USC §6102, section 202 of the Americans with Disabilities Act of 1990, as amended, 42 USC §12132, and Federal transit law at 49 USC §5332, as each may be amended from time to time, the contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the contractor agrees to comply with all applicable federal implementing regulations and any other implementing requirements FTA may issue. b. Equal Employment Opportunity. The following equal opportunity requirements apply to this purchase order or contract: (1) Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 USC §2000e, and Federal transit laws at 49 USC §5332, the contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S.DOL)regulations,"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 CFR Parts 60, et seq.,(which implement Executive Order No. 11246,"Equal Employment 7 " ` Opportunity, as amended by Executive Order No. 11375, `Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 USC §2000e note),and with any other applicable Federal statutes,executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the project. The contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to,the following: employment,upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the contractor agrees to comply with any implementing requirements FTA may issue. (2) Age. In accordance with Section 4 of the Age Discrimination in Employment Act of 1967,as amended,29 USC §623 and federal transit law at 49 USC §5332, the contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, contractor agrees to comply with any implementing requirements FTA may issue. (3) Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 USC §12112, the contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission,"Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630, pertaining to employment of persons with disabilities. In addition, the contractor agrees to comply with any implementing requirements FTA may issue. c. The contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only to identify the affected parties. 6. Incorporation of Federal Transit Administration (FTA) Terms. This contract, agreement or purchase order shall be deemed to include and does hereby incorporate by reference all standard terms and conditions required by the U.S. DOT and FTA,regardless of whether expressly set forth in this attachment or in the contract and include,but are not limited to,all of the duties,obligations, terms and conditions applicable to the Project or contract as described in FTA Circular 4220.1F, dated November 1, 2008, Rev. 3/18/2013, and the FTA's Master Grant Agreement FTA MA (21) dated October 1, 2014, as each may be amended from time to time. Anything to the contrary 8 herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with any other provisions contained in the contract, agreement or purchase order. The contractor shall not perform any act, fail to perform any act, or refuse to comply with any requirement which would cause the Augusta, Georgia to be in violation of its Agreement with FTA, or Augusta, Georgia to be in violation of any FTA terms and conditions applicable to this Project of any grant the Augusta, Georgia may have with FTA. The contractor agrees to include the above stated provision in each subcontract financed in whole or in part with federal assistance provided by the FTA. 7.Energy Conservation. The contractor agrees to comply with mandatory standards and policies related to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. The contractor further agrees to include a similar provision in each subcontract financed in whole or in part with federal assistance provided by FTA. 8. Termination for Convenience or Default. Augusta, Georgia may terminate this contract, in whole or in part,at any time by written notice to the contractor when it is in the Augusta,Georgia's, as the recipient of FTA grant funds that support the Project,best interests. The contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The contractor shall not have a claim for and shall not be paid any lost profits or damages if terminated for cause (default) or convenience. Contractor hereby waives and releases Augusta,Georgia from any claims for damages or lost profits as a result of a termination for default or convenience of the government, and acknowledges and agrees that it shall have no such claims against Augusta, Georgia. The contractor shall promptly submit its termination claim to Augusta, Georgia. If the contractor has any property in its possession belonging to the Augusta, Georgia, the contractor will account for the same, and dispose of it in the manner Augusta, Georgia directs, with the concurrence of Augusta, Georgia. If the contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension, or if the contractor fails to comply with any other provisions of this contract, Augusta, Georgia may terminate this contract for default. e Augusta, Georgia may terminate this contract for default by delivering to the contractor a Notice of Termination specifying the nature of the default. The contractor will only be paid the contract price for supplies delivered and accepted,or services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the contractor has possession of Augusta, Georgia owned goods, the contractor shall, upon direction of Augusta, Georgia's contract administrator with the consent of the Augusta, Georgia if any of the goods are owned by or have been paid for by Augusta,Georgia,protect and preserve the goods until surrendered to Augusta, Georgia or its agent. The contractor and Augusta, Georgia shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved in accordance with the contract or purchase order, applicable law and the Breaches and Disputes Resolution clause set forth below. If, after termination for failure to fulfill contract obligations, it is determined that the contractor was not in default,the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Augusta, Georgia. Similar provisions apply to purchase orders and contracts for construction and architect/engineering services. 9 9.Debarment and Suspension. If this contract or purchase order has a value of$25,000 or more, this procurement is a covered transaction for purposes of 49 CFR Part 29. As such,the contractor is required to verify that neither the contractor or its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor agrees to comply with and assures compliance of each third-party contractor and sub-recipient at any tier, with 49 CFR 29, Subpart C, while its proposal, offer or bid is pending and throughout the period that any contract arising out of such offer, proposal or bid is in effect. The contractor further agrees to include a provision requiring such compliance in its subcontracts or any lower tier covered transaction it enters into. 10. Breaches and Dispute Resolution. FTA Circular 4220.1 F imposes the requirements at 49 CFR part 18 upon all contracts in excess of$100,000, which contain provision of conditions that allow for administrative, contractual, or legal remedies where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. Accordingly, should the provisions of this contract not address a particular subject or issue involving disputes, performance during disputes, claims for damages,remedies,or rights and remedies,the contractor agrees to comply with the provisions contained at 49 CFR Part 18, and further agrees to include a similar provision in all subcontracts over$100,000. 11. Lobbying. Contractors who apply or bid for an award of$100,000 or more shall file the certification required by U.S. Department of Transportation regulation, "New Restrictions on Lobbying," 49 CFR Part 20, modified as necessary for 31 USC §1352. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 USC §1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-federal funds with respect to that federal contract, grant, or award covered by 31 USC §1352. Such disclosures are forwarded from tier to tier up to the recipient. 12. Clean Air. The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed$100,000 in any year. The contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 USC §7401, et seq. The contractor agrees to report each violation to Augusta, Georgia and agrees that Augusta, Georgia will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA regional office. The contractor further agrees to include these requirements in each subcontract exceeding$100,000 financed in whole or in part with federal assistance provided by FTA. 13. Clean Water. If this purchase order or contract is valued at$100,000 or more,the contractor agrees to comply with all applicable standards,orders,or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq. The contractor agrees to report each violation to Augusta Georgia and agrees that Augusta Georgia will, in turn, report each violation as required to assure notification to the FTA and the appropriate EPA regional office. 10 The contractor also agrees to include these requirements in each subcontract exceeding$100,000 financed in whole or in part with federal assistance provided by FTA. 14. Fly America. The contractor agrees to comply with 49 USC 40118 (the "Fly America"Act) in accordance with the General Services Administration regulations at 41 CFR part 301-10,which provide that recipients and subrecipients of federal funds and their contractors are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity,as defined by the Fly America Act. The contractor shall submit, if a foreign air carrier is used, an appropriate certification or memorandum adequately explaining why service by a U.S. Flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certification of compliance with the Fly America requirements. The contractor agrees to include this requirement in all subcontracts that may involve international air transportation. 15. Disadvantaged Business Enterprise. Contracts over$3,000 awarded on the basis of a bid or proposal offering to use DBEs This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE)is 10%. The recipient's overall goal for DBE participation is listed elsewhere. If a separate contract goal for DBE participation has been established for this procurement, it is listed elsewhere. The contractor shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the municipal corporation deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph(see 49 CFR 26.13(b)). If a separate contract goal has been established, Bidders/offerors are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. If no separate contract goal has been established, the successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from the recipient. In addition,the contractor may not hold retainage from its subcontractors or must return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed or must return any 11 • retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the recipient and contractor's receipt of the partial retainage payment related to the subcontractor's work. The contractor must promptly notify the recipient whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work,and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the recipient. Contract Assurance: 26.13b The contractor, sub-recipient, or subcontractor shall not discriminate on the basis of race, color, national origin,or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate. Prompt Payment: 26.29(a) The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from Augusta, Georgia. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Augusta, Georgia. This clause applies to both DBE and non-DBE subcontracts. Retainage: 26.29(b) (a) Augusta, Georgia will ensure prompt and full payment of retainage from the prime contractor to the subcontractor within thirty (30) days after the subcontractor's work is satisfactorily completed by using one or more of the following methods: (1) Declining to hold retainage from prime contractors and prohibiting prime contractors from holding retainage from subcontractors. 12 (2) Declining to hold retainage from prime contractors and requiring a contract clause obligating prime contractors to make prompt and full payment of any retainage kept by prime contractor to the subcontractor within thirty (30) days after the subcontractor's work is satisfactorily completed. (3) Holding retainage from prime contractors and providing for prompt and regular incremental acceptances of portions of the prime contract, pay retainage to prime contractors based on these acceptances,and require a contract clause obligating the prime contractor to pay all retainage owed to the subcontractor for satisfactory completion of the accepted work within thirty (30) days after Augusta, Georgia's payment to the prime contractor. (4) Requiring a contract clause that requires prime contractors to include in their subcontracts language providing that prime contractors and subcontractors will use appropriate alternative dispute resolution mechanisms to resolve payment disputes. (5) Requiring a contract clause providing that the prime contractor will not be reimbursed for work performed by subcontractors unless and until the prime contractor ensures that the subcontractors are promptly paid for the work they have performed. (b) Augusta,Georgia shall have the power and authority to enforce all of the provisions of this subsection and may implement suspension and debarment for non-compliance as provided in Chapter 10 of the Augusta, Georgia Code. MONITORING AND ENFORCEMENT MECHANISMS 26.37 Augusta, Georgia will take the following monitoring and enforcement mechanisms to ensure compliance with 49 CFR Part 26. (a) Augusta, Georgia will bring to the attention of the Department of Transportation any false, fraudulent, or dishonest conduct in connection with the program, so that DOT can take the steps (e.g., referral to the Department of Justice for criminal prosecution, referral to the DOT Inspector General, action under suspension and debarment or Program Fraud and Civil Penalties rules)provided in 49 CFR Part 26. (b) Augusta, Georgia will consider similar action to the extent permitted by applicable law, including making responsibility determination in future contracts and solicitations. The DBE 13 • Liaison Officer and appropriate staff will make prompt compliance determinations regarding contractors. Documentation of non-compliance will include the specific areas in which the contractor failed to comply. In these instances, appropriate action, consistent with the DBE Program and contract provision will be taken. (c) Augusta,Georgia will also provide a monitoring and enforcement mechanism to verify that work committed to DBEs at contract award is actually performed by the DBEs. This will be accomplished by direct observation. Along with written certification in conjunction with monitoring of contract performance (i.e. DBE pay application and certification). (d) The DBE Liaison Officer shall, for every project subject to the DBE Program, keep and maintain a running tally of actual DBE attainments (i.e. payments actually made to subcontractors), including a means of comparing these attainments to commitments. Administrative reconsideration 26.53(d) (a) Within five days of being informed by Augusta, Georgia that it is not responsive because it has not documented sufficient good faith efforts, a bidder/offeror may request administrative reconsideration. Bidder/offerors should make this request in writing to the following Reconsideration Official: Administrator of Augusta, Georgia 535 Telfair Street,Room 910 Augusta, Georgia 30901 (706) 821-2400 (b) The Reconsideration Official will not have played any role in the original determination that the bidder/offeror did not document sufficient good faith efforts. (c) As part of this reconsideration, the bidder/offeror will have the opportunity to provide written documentation or argument concerning the issue of whether it met the goal or made adequate good faith efforts to do so. The bidder/offeror will have the opportunity to meet in person with the Reconsideration Official to discuss the issue of whether it met the goal or made adequate good faith efforts to do so. The Reconsideration Official will send the bidder/offeror a written decision on the reconsideration, explaining the basis for the decision. The result of the reconsideration process is not administratively appealable to the Department of Transportation. Bidders/Proposers are strongly encouraged to utilize all certified DBEs. All bidders and proposers hereby assure that they will make sufficient reasonable good faith efforts to meet the above stated goals. Moreover, such bidders or proposers hereby assure that they will meet the DBE participation percentages submitted in their respective bids or proposals. 14 Bidder/Proposers, also agree to provide any additional information requested by the DBELO to substantiate DBE participation, including but not limited to, the written subcontract agreement between prime bidder and each subcontractor for the work relative to this project. Good Faith Efforts when a DBE is Terminated/Replaced on a Contract with Contract Goals: 26.53(f) Augusta, Georgia requires that prime contractors not terminate a DBE subcontractor listed on a bid/contract with a DBE contract goal without Augusta, Georgia's prior written consent. Prior written consent will only be provided where there is"good cause"for termination of the DBE firm, as established by Section 26.53(f)(3)of the DBE regulation. Before transmitting to Augusta, Georgia its request to terminate, the prime contractor must give notice in writing to the DBE of its intent to do so. A copy of this notice must be provided to Augusta, Georgia prior to consideration of the request to terminate. The DBE will then have five (5) days to respond and advise Augusta, Georgia of why it objects to the proposed termination. In those instances, where "good cause" exists to terminate a DBE's contract, Augusta, Georgia will require the prime contractor to make good faith efforts to replace a DBE that is terminated or has otherwise failed to complete its work on a contract with another certified DBE, to the extent needed to meet the contract goal. We will require the prime contractor to notify the DBE Liaison officer immediately of the DBE's inability or unwillingness to perform and provide reasonable documentation. In this situation,we will require the prime contractor to obtain our prior approval of the substitute DBE and to provide copies of new or amended subcontracts, or documentation of good faith efforts. If the contractor fails or refuses to comply in the time specified, our contracting office will issue an order stopping all or part of payment/work until satisfactory action has been taken. If the contractor still fails to comply, the contracting officer may issue a termination for default proceeding. The following language in Major Contracts over $50,000: The requirements of 49 CFR Part 26, Regulations of the U.S. Department of Transportation, apply to this contract. It is the policy of the Augusta, Georgia to practice nondiscrimination based on race, color, sex, or national origin in the award or performance of this contract. All firms qualifying under this solicitation are encouraged to submit bids/proposals. Award of this contract will be conditioned upon satisfying the requirements of this bid specification. These requirements apply to all bidders/offerors, including those who qualify as a DBE. The bidder/offeror shall make good faith efforts,as defined 15 • in Appendix A, 49 CFR Part 26 (Attachment 1), to meet the contract goal for DBE participation in the performance of this contract. The bidder/offeror will be required to submit the following information: (1) the names and addresses of DBE firms that will participate in the contract; (2)a description of the work that each DBE firm will perform; (3)the dollar amount of the participation of each DBE firm participating; (4) Written documentation of the bidder/offeror's commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; (5) Written confirmation from the DBE that it is participating in the contract as provided in the commitment made under(4); and(5)if the contract goal is not met, evidence of good faith efforts. 16.Full and Open Competition. In accordance with 49 CFR Part 18 (the Common Grant Rules), the contractor shall maintain a contract administration system that ensures that it and all subcontractors comply with the terms conditions and specifications of their contracts or purchase orders and all applicable Federal, State and local laws, rules, regulations and requirements. In addition, FTA Circular 4220.1 F imposes a prohibition against procurement actions and situations considered restrictive of full and open competition, examples of which include: (a) unreasonable requirements placed on firms in order for them to qualify to do business; (b) unnecessary experience and excessive bonding requirements; (c) noncompetitive pricing practices between firms or between affiliated companies; (d) noncompetitive awards to any person or firms on retainer contracts; (e) organizational conflicts of interest; (f) specification of brand name product requirements, without listing its salient characteristics or allowing "an equal" product to be provided; (g) any arbitrary action in the procurement process; (h) giving or assigning preference to companies providing domestic partnership or similar benefits; and (i) the use of statutorily or administratively imposed in-state or local geographical preferences in the evaluation of bids or proposals,except in those cases where federal statutes expressly mandate or encourage geographic preference (geographic location may be a selection criterion in procurements for architectural and engineering services provided its application leave an appropriate number of qualified firms,given the nature and size of the project, to complete the project). 17. Veteran's Preference. Recipients and sub-recipients of Federal financial assistance under this chapter shall ensure that contractors working on a capital project funded using such assistance give a hiring preference, to the extent practicable, to veterans (as defined in section 2108 of title 5) who have the requisite skills and abilities to perform the construction work required under the contract. This subsection shall not be understood,construed or enforced in any manner that would require an employer to give preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or former employee. ARTICLE XI—GENERAL INFORMATION A. Right of Inspection. Augusta shall have the right,at its sole discretion to inspect and review the services provided by Consultant hereunder to determine their acceptability. Augusta shall also have the right to review all of Consultant's records pertaining to this Agreement and Consultant 16 agrees to properly maintain its records so as to allow Augusta to audit as may be required by law. Consultant shall make such records available to Augusta officials within three (3) business days written request. B. Hold Harmless. Except as otherwise provided in this Agreement, Consultant shall indemnify and hold harmless Augusta, GA, and its employees and agents from and against all liabilities, claims, suits, demands, damages, losses, and expenses, including reasonable defense attorneys' fees, to the extent caused by the negligent performance of Consultant's Work., to the extent attributable to third party personal injury,reach or property damage. C. Georgia Laws Govern. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia. D. Standard of Performance. Contractor shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to Augusta. E. Venue. This Agreement shall be deemed to have been made and performed in Augusta, Georgia. For the purpose of venue,all suits or causes of action arising out of this Agreement shall be brought in the Superior Court of Richmond County, Georgia. Consultant, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. F. Assignments. Augusta has entered into this Agreement in part on the basis of personal reliance in the integrity and qualifications of Consultant. Consultant agrees it shall not delegate, assign,subcontract,transfer,pledge, convey, sell,or otherwise dispose of the whole or any part of this Agreement or its right,title, or interest therein to any person, firm, or corporation without the previous written consent of Augusta. Any attempted assignment by Consultant without prior express written approval of Augusta shall at Augusta's sole option terminate this Agreement. G. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement,Consultant shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, creed, religion, sex, marital status, national origin., ancestry, age, physical or mental handicap, medical condition or sexual orientation. Consultant shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. H. Warranty. Consultant will perform our services in a manner consistent with that level of care and skill ordinarily exercised by members of our profession currently practicing in the same locality under similar conditions. The recommendations, advice, budgetary information and schedules to be furnished by Consultant under this Agreement shall not be deemed to be representations, warranties, or guarantees or constitute the performance of licensed professional services. Further, Consultant shall not be required to provide professional services that constitute the practice of architecture or engineering. Consultant shall cause any such services to be provided 17 • by a properly licensed design professional. Any claim by Client for damage, loss, or expense, based directly or indirectly upon acts, errors, or omissions of any architect, engineer, or other design professional who Consultant is required to engage in connection with this Agreement shall be made by Client against said design professional and its insurer(s) only, and Consultant shall have no liability of any kind, direct or indirect, for the professional negligence of said design professional under this Agreement or otherwise. I. Licenses,Permits and Certifications. Consultant hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications, and permits required under federal, state and local laws. J. Ownership of Documents-Title to all documents,drawings and specifications with respect to work performed under this Agreement shall vest with Augusta, Georgia when Augusta has compensated Consultant in full, as provided herein, for the services described in this document. K. Waiver. The waiver by either party of any failure on the part of the other party to perform in accordance with any of the terms or conditions of this Agreement shall not be construed as a waiver of any future or continuing similar or dissimilar failure. L. Severability. In the event any provision of this Agreement is held to be unenforceable for any reason, the remainder of the Agreement shall be in full force and effect and enforceable in accordance with its terms. M. No Conflict. Consultant represents and warrants that it presently has no interest, direct or indirect, and covenants and agrees that it will not, during the term of this Agreement, acquire any interest, direct or indirect that would conflict in any manner or degree with the performance of its duties and obligations hereunder. Consultant further covenants and agrees for itself, its agents, employees, directors and officers to comply fully with the provisions of the Official Code of Georgia(OCGA §§45-10-20 et. seq.) and the provisions of the Augusta, Georgia Code of Ethics governing conflicts of interest of persons doing business with Augusta, as such provisions now exist and may be amended hereafter. Consultant represents and warrants that such provisions are not and will not be violated by the Agreement or its performance hereunder. N. Compliance with Applicable Laws. The Consultant's attention is directed to the fact that all applicable Federal, state, and county laws,municipal ordinances, and the rules and regulations of all authorities having jurisdiction over this type of service shall apply to the Agreement throughout, and they will be deemed to be included in the Agreement the same as though herein written out in full. O. All Exhibits, Addenda, Responsive Proposals, Agreement, Agreement Amendments, Attachments, Insurance Certificates, Notice to Proceed, Change Orders, Project Acceptance, Fee Schedules, and RFQ Item #16-207 are hereby incorporated by reference and shall be deemed to be a part of this Agreement for all purposes. 18 P. Controlling Provisions. This Contract will govern the provision of services provide under this Agreement. In the event of a conflict, the provisions of this Agreement in conjunction with RFQ Item #16-207 shall govern. If any portion of this Agreement shall be in conflict with any other portion,the various documents comprising the Agreement shall govern in the following order of precedence: Agreement, Modifications or Amendments issued after the execution of the Agreement; and RFQ#16-207. Q. Georgia Open Records Act. Consultant shall comply with the Georgia Open Records Act, OCGA § 50-18-70 et seq. R. Judicial Interpretation. The law of the State of Georgia shall govern the construction of this Agreement. Should any provision of this Agreement require judicial interpretation,it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared same, it being agreed that the agents of all parties have participated in the preparation hereof and all parties have had an adequate opportunity to consult with legal counsel. In interpreting this Agreement in its entirety, the printed provisions of this Agreement and any additions written or typed hereon shall be given equal weight, and there shall be no inference, by operation of law or otherwise, that any provision of this Agreement shall be construed against either party hereto. S. Modification. Consultant acknowledges that this Agreement and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners. T. Sole Agreement. This Agreement constitutes the sole agreement between the parties. No representations oral or written not incorporated herein shall be binding upon the parties. No amendment or modifications of this Agreement shall be enforceable unless approval by action of Augusta. U. Counterparts and Facsimile Execution. This Agreement may be executed by facsimile in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and such counterparts together constitute one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. V. In no event shall Consultant's liability arising out of or in connection with the performance or nonperformance of any or all Services or other obligations under this Agreement exceed the total amount paid to Consultant under this Agreement, whether based on delay, contract, tort, negligence, strict liability, warranty, indemnity, error and omissions or otherwise, provided that such limitation of liability shall not apply to Consultant's indemnity obligations for claims asserted against the Client by third parties for personal injury or tangible property damage caused by the negligence of the Consultant or its employees, and provided further that such limitation shall not apply to amounts actually paid from the professional liability insurance Consultant is required to maintain pursuant to the terms of this Agreement. 19 [THIS SPACE INTENTIONALLY LEFT BLANK] 20 IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed under seal as of the date first above written. SKANS USA BUILDING INC. AUGUTA, GEORGIA iatCSG 1 r.7.vtik...c---- "orardie C s Elswick, Vice President Davis,Jr., Mayor /0/21/42. Attest: Attest: As :s: Sec-cetaity W'rk. .......Rvi .r" <CH M a `fit a Ide A ' Public a<� x ena . c: , , fj:77:Coknrn sioh My Commission Expires: ,A(( / � ,� `` 1 •. 18 IC.? 0111 AP Miriam Small i "Pop'`.. • oiv my ii Notary PublicNG'eORG P; * Durham County, NC I f 21 EXHIBIT A SCOPE OF SERVICES AUGUSTA PUBLIC TRANSIT OPERATIONS AND MAINTENANCE FACILITY PROJECT MANAGER The Owner's Representative/Project Manager, herein referred to as the"Project Manager," shall serve as Augusta's designated representative for the Augusta Public Transit Operations and Maintenance Facility construction project,and will be involved in all construction phase activities as well as the document submission, procurement, commissioning, and closeout processes of the project. The Project Manager's duties shall include optimizing the use of available funds, managing an on-time construction schedule,coordination of contracts and Owner's contractors for Owner sup 5lied 6s pe, 'avoidiiig delays and disputes, and various administrative duties. More specifically,the Projectla,,�ageMr,'s responsibilities shall include: • A. Overall Project Managetifent 1. Pravid&on; ite`'maiiaglinent and facilitating communications between Augusta and the variouspproject stale b olders 2. Advise Augusta,Geo'tgra on,matters related to this project. 3. Other ta: "s related to the projec2 as directed by Au -- -- B. Pre-Con' structioi 7,! a ,` 1. Review construction documents for constructability, completeness and suitability for bidding. 2. Review cost estimates and advise Owner and A/E on value engineering and/or cost reduction opportunities. 3. Assist the A/E in establishing the appropriate content in the Project Manual to coordinate with the Project Manager's responsibilities in the Bidding and Construction Phases. 4. Advise and assist the Owner on the procurement of needed building inspection services when necessary. Offerors who are licensed to provide building inspection services for commercial facilities,to include the performance of plan reviews and required inspections, should include information in their proposal regarding their related qualifications&range of services. 5. Coordinate regulatory reviews consistent with Federal, state, and local law. 6. Assist Augusta in developing an (ITB/RFP/or RFQ) for construction contractors, evaluating responses and pricing. 7. Assist with the preparation of construction bid documents in accordance with the AUGUSTA, GA. CODE, assist with advertising the solicitation and distributing bid packets, attend the pre-bid meeting & answer questions from potential Offerors when appropriate, prepare any required clarifications or addenda, attend bid opening, evaluate bids and review them with Owner. All Bid openings will occur in the Owners Procurement Department. 22 8. Assist with the preparation of Furniture,Fixture&Equipment bid documents in accordance with the AUGUSTA, GA. CODE, assist Augusta with advertising the solicitation and distributing bid packets,answer questions from potential Offerors and prepare any required clarifications or addenda, attend bid opening, evaluate bids and review bids with Augusta. All Bid openings will occur in the Owners Procurement Department. C. Construction Phase: 1. Evaluate/Ensure Compliance with Project Scope a) Report to the A/E and the Owner when, in the Project Manager's opinion, the work being performed or materials being used do not conform to the requirements of the Contract Documents or safety requirements are not being followed. If appropriate, recommend suspension of the Work. b) Notify the A/E and Owner if work begins before required shop drawings, product submittals, or samples have been approved by the A/E. Receive and log samples, notify the A/E when they are ready for examination, record the A/E's approval or other action and maintain custody of approved samples. c) Submit to the and the A/E a weekly report summarizing significant activities and occurrences at the project site. Include a running record of outstanding,unresolved issues and a running record discrepancies/deficiencies. d) Review Contractor's proposed means of providing temporary conditioning of spaces (heat/cold), protecting construction, protecting building materials from elements (i.e. moisture), etc. e) Coordinate/Schedule Special Inspections as needed. f) Report presence of and activities performed by Testing & Inspection agents. Observe tests required by the Contract Documents and tests performed by the Contractor. Record and report to the A/E and County, test procedures and test results when applicable. g) Review and provide a recommendation to the Owner on all proposals submitted by the Contractor for changes initiated by the Owner or Architect and all claims for change orders initiated by the Contractor. h) When the Contractor is directed to make changes based on unit costs, verify accuracy of quantities of material and labor attributable to change orders. i) Verify that all change orders are complete. j) Assist the A/E with observations to determine the dates for substantial and final completion of contractor's work. 2. Recordkeeping: a) Keep and maintain records showing the progress of and changes in the project during its construction. b) Keep a record of all Proposal Requests from the Architect, change order proposals from the General Contractor, and executed change orders. c) Maintain copies of the following: 23 ➢ Contract Documents (addenda, contracts, drawings, specifications, change orders, proposed change orders, request for clarification, construction change authorizations,A/E's supplemental instructions, etc.) > Names and contact information for Contractors, Sub-contractors, and Principal Suppliers ➢ Shop drawings > Supplementary drawings > Samples and product data > County's purchases, including material and equipment ➢ Color boards, schedules and samples ➢ Correspondence and reports of site conferences > Contractor's Applications for Payment > Running list of discrepancies/deficiencies and dates > Running list of Unresolved Issues ➢ A/E punch lists with date of issue indicated on each > Any other documents & revisions resulting from issues concerning the Contract or Work > Maintenance and operating manuals and instructions when received from Contractor • All Meeting Minutes > Weekly reports 3. Scheduling: a) Review the Contractor's detailed schedule and advise the Owner on the Contractor's progress and any construction scheduling issues. Monitor the schedule, notify the Owner of any slippage in critical path time, make recommendations on accepting the Contractor's proposed schedule recovery plan, and maintain an annotated copy of the schedule that reflects actual progress. b) Maintain a copy of the project schedule which shows work to date and any changes made in the CPM schedule. Where a schedule shows early/late start and finish dates for various activities, note actual dates of each occurrence on a copy of the CPM listing. c) Make recommendations to the Owner as appropriate concerning the Contractor's conformance to the schedule and/or recovery plans. Confirm that changes required by approved change orders are incorporated in the work at a time deemed appropriate by the Contractor, and are reflected in the Contractor's progress schedule. 4. Budget Management and Payments: a) Report on project cost,making recommendations for budget adherence. b) Provide project budget and variance reporting. 24 • c) Verify invoices for on-site tests/site visits of independent testing entities,which are to be paid by the County. d) Review applications for payment & certificates of payment issued by the A/E. Advise the Owner whether they accurately represent progress of the work and values of each line item in the Schedule of Values. Verify that stated quantities of stored materials are accurate. Based on such review and verification, make recommendations to the County. 5. Meetings: a) Coordinate and conduct or attend, as required, project related meetings including steering committee meetings and workshops, all pre-proposal and procurement meetings, pre-construction meetings, construction meetings, pay application meetings, closeout/punch list meetings. b) Maintain all meeting notes and action items with follow-up. c) Other duties related to these scheduled meetings as assigned by the Owner. D. Post Construction Services: 1. Coordinate post-construction activities including testing/commissioning of all major components and systems. 2. Verify Project is ready for substantial completion inspection prior to actual inspection. 3. Conduct Substantial Completion Inspection and prepare"punchlist". 4. Conduct final inspection. 5. Ensure any training on the use of any and all equipment has been provided. 6. Ensure all required warranties, guarantees, operating manuals, spare parts, and training documentation are submitted and provided to the County. E. Additional Services: 1. Basic Commissioning Services—scope of commissioning services to be further defined during the Construction Documents design phase, however, is anticipated to include development of a commissioning plan,preparation of commissioning specifications to be included in the bid documents,progress visits, pre-functional checklists, contractor testing, functional performance testing, and a final commissioning report. Systems to be commissioned are to be determined. The project will not be seeking LEED certification nor will require enhanced commissioning services. 2. Testing Services - scope of testing services shall be further defined during the Construction Documents design phase, however, is anticipated to include soils, environmental, materials, assemblies and special testing as required by code or requested by the owner. 3. Detailed Cost Estimate - develop a detailed cost estimate at completion of the Design Development phase which would serve to validate the estimate of construction cost 25 based on current market conditions in comparison to the architect's estimate. This effort would include a kick-off meeting with the architect to validate assumptions, development of a detailed cost estimate, participation in a reconciliation meeting and submission of a final detailed estimate. 4. Facility Maintenance Plan — scope of services shall be more fully defined near completion of the project, however, services include assisting the City with development of a Facility Maintenance Plan near completion of the project which would be submitted to the FTA. This Facility Maintenance Plan would include information on maintenance required on equipment and systems, warranties, etc. The City will provide a template for the proposed Facility Maintenance Plan and Skanska will assist by compiling the information specific to this project and provide it prior to building turnover. F. Limitations of Authority: 1. The scope of the Project Manager's authority is limited to that authorized by the County. This authorization shall not impinge upon or supersede the professional responsibility and liability of the A/E. Changes to any aspect of the design, including: interior layout, exterior appearance, materials of construction, and technical details shall only be made in consultation with the A/E. 2. The Project Manager has no authority to and shall not: ➢ Interpret or change approved plans and specifications ➢ Authorize deviations from the Contract Documents ➢ Enter into areas of responsibility of the Contractor's superintendent ➢ Authorize the Owner to occupy the project in whole or in part ➢ Issue directions regarding construction means,methods,techniques, sequences or procedures,or safety precautions and programs in connection with the Work; ➢ Issue a certificate for payment. G. Office Space, Equipment and Administrative Support: 1. The Owner will provide the Project Manager with an office space located at TBD 2. The Project Manager shall provide all cell phones, pagers, beepers, test and sampling equipment, cameras, computers, copiers, fax machines, administrative support and transportation for Project Management staff assigned to this contract. H. Services Schedule: Skanska's services are anticipated to commence immediately and conclude at the end of March 2018. 26 I. Optional Tasks: 1. Detailed Construction Cost Estimate 2. Basic Commissioning 3. Testing Services 4. Facility Maintenance Plan 27 1 EXHIBIT B RFQ ITEM#16-207 CONSTRUCTION PROJECT MANAGEMENT SERVICES 28 EXHIBIT C FEE PROPOSAL AND SCHEDULE 29 S K AN S KA Curtis Elawick,CCM,LEEDv AP Vice President Skanska USA Building Inc. Integrated Solutions 55 Ivan Allen Jr.Boulevard,Suite 600 Atlanta,GA 30308 September 23,2016 Phone: 540-423-2860 Email:curtis.elswick@skanska.com Ms.Geri A.Sams Procurement Director City of Augusta 535 Telfair Street,Room 605 Augusta,GA 30901 RE: Construction Project Management Services August Transit Bus Operations and Maintenance Facility Fee Proposal Dear Ms. Sams: Skanska is pleased to present this proposal to the City of Augusta(the"City")for Construction Project Management Services to assist Augusta Transit with their new Bus Operations&Maintenance Facility project. Below you will find a summary of services we propose providing along with our corresponding Lump Sum Fee and proposed fees or budget allowances for Additional Services. Our services are anticipated to commence in September 2016 and continue through Final Completion currently anticipated in March 2018 per the following schedule included in the RFQ and our assumptions: Design Phase: Schematic Design: Complete Design Development: October 25,2016 Construction Documents: December 27,2016 Bidding/Construction/Closeout: Construction Documents Review: January 2017 Request for Bids: February 2,2017 Bid Opening: March 2017 Commission Approval: March 2017 Contract: March 2017 Construction Commences: April 2017 Construction Complete: January 23,2018 Final Completion: March 30,2018 Our services include the following tasks and responsibilities as stated in the RFQ: • Provide strategic lead role in the planning and implementation of project. • Coordinate project and construction activities,including regulatory agency compliance,permitting, etc. • Manage project budget;including monitoring cost to ensure fiscal compliance with approved budget. • Continually update Augusta memo,oral presentations,regularly scheduled meetings,and on an as- needed basis. • Monitor project schedule to ensure major milestones,construction tasks are achieved on a timely basis;and establish project activity tracking system for Augusta review on a scheduled basis. • Coordinate with CM(general contractor)to ensure quality control. r I S KA.N S ICA Ms.Geri A.Sams September 23,2016 Page 2 • Present interim reports defining changes and interventions to achieve project outputs. • Adapt to the various internal Augusta procedures and protocols while ensuring that key issues of cost,time,quality and above all,Augusta satisfaction,will be realized. • Prepare fiscal report and post construction close-out. During the construction phase: • Aggressively work on behalf of Augusta to save money and maintain the established project schedule. • Issue monthly status/progress reports and accounting summaries of all project costs and expenditures relative to the budget;in addition,the reports will reflect the current schedule status,upcoming decisions,and significant outstanding issues. • Observe the work in progress to evaluate quality,monitor performance,and coordinate with the Construction Contractors. • Conduct regularly scheduled weekly Construction Progress meetings,distributing meeting minutes to all participants and others who are impacted. • Coordinate the participation of vendors and suppliers for the installation of cabling,equipment,and furnishings within the project schedule. Monitor and coordinate,as appropriate,with the contractors to ensure site readiness. • Monitor contractors for adherence to the project schedule,document delays,disputes and related issues to establish responsibility. • Working with the design firm and contractor,provide innovative and proactive solutions to problems that may have a negative impact on the cost of the work and/or project schedule. • Observe the work in progress to evaluate quality and monitor performance and coordination with Contractors. • Public involvement and agency coordination throughout the project(if required). • Project closeout for the construction contracts. • Project closeout for commissioning work. • Ensure contractor has complied with the following: • Completion of all contractual obligations • Final systems testing and sign-offs • Submittal of all warranties,operating manuals,and equipment catalogs • Sign-off on punch list items • Original final Waivers of Lien • Shop drawings Based upon the schedule above and our understanding of the services required per the RFQ,we are proposing a lump sum fee of$250,000. A breakdown of our fee is as follows: Design Phase(4 months): Sr.Project Manager As-Needed Cost Estimating/Validation As-Required Contract Compliance As-Needed On-Site Inspector Not Required Bidding Phase(2 months): Sr.Project Manager As-Needed Cost Estimating/Validation As-Required Contract Compliance As-Needed On-Site Inspector Not Required SKANSKA Ms.Geri A.Sams September 23,2016 Page 3 Construction Phase(9 months): Sr.Project Manager As-Needed Cost Estimating/Validation As-Required Contract Compliance As-Needed On-Site Inspector 2 days per week on-site on average Occupancy/Closeout Phase(3 months): Sr.Project Manager As-Needed Cost Estimating/Validation Not Required Contract Compliance As-Needed On-Site Inspector Not Required Anticipated Role Hours Hourly Rate Total Sr.Project Manager 831 $155.00 $128,861 Cost Estimating N/A Lump Sum $ 10,000 Contract Compliance 216 $125.00 $27,000 Project inspector 624 $120.00 $74,822 Expenses $ 9.317, Total: $250,000 Our fee is inclusive of all expenses related to our services but does not include travel outside Augusta for project-related purposes. Our lump sum fee is based upon the schedule noted above provided by the City. If the schedule is extended,we reserve the right to request additional compensation. Additional Services We propose providing the following additional services as discussed during our interview and negotiations: Independent Cost Estimating Our scope of services noted above includes a general review of cost estimates prepared by the architect at each phase of design. In addition,we would develop a detailed cost estimate at completion of the Design Development phase which would serve to validate our estimate of construction cost based on current market conditions in comparison to the architect's estimate. This effort would include a kick-off meeting with the architect to validate assumptions,development of a detailed cost estimate,participation in a reconciliation meeting and submission of a final detailed estimate. We would provide this additional service for a Lump Sum fee of$10,000. Basic Commissioning Services Although the project is not pursuing LEED certification,it is our understanding that the City would like commissioning services be provided on the project to ensure systems are functioning as intended prior to building turnover. We have significant experience in serving as Commissioning Agent(CxA)and providing similar commissioning services as needed on the project. As the project is early in design,the systems(specifically HVAC and building automation system/controls)to be included in the building and to be commissioned have yet to be fully defined. We anticipate the scope of commissioning services will be further defined during the Design Development and Construction Documents SI(A�S KA Ms.Geri A.Sams �1 September 23,2016 Page 4 design phase,however,but would include development of a commissioning plan,preparation of commissioning specifications to be included in the bid documents,progress visits,pre-functional checklists, contractor testing,functional performance testing,and a final commissioning report. Based upon our experience,we suggest including a Budget Allowance of$50,000 in our contract to provide these services. Once the building systems have been defined,which is anticipated within the next couple of months,we can confirm the scope of services and submit a proposal to amend our contract to revise our fee accordingly. Construction Materials Testing and Special Inspections As an additional service,we propose providing Construction Materials Testing and Special Inspection services on the project. The scope of materials to be tested(soils,concrete,masonry,grout,etc.)and which code-required special inspections will not be determined until the Construction Documents phase of design,however,we propose including a Budget Allowance of$75,000 in our contract to provide these services. Once the architect/engineer determines the list of materials testing and special inspections are required,we will request proposals through issuance of a request for proposals and submit the information to the City for consideration which would include proposals received and an evaluation matrix. Once a firm has been selected,we will submit a more defined scope of services and revised fee which would serve as the basis for amending our contract accordingly. Facility Maintenance Plan Per your request,we would assist the City with development of a Facility Maintenance Plan near completion of the project which would be submitted to the FTA. This Facility Maintenance Plan would include information on maintenance required on equipment and systems,warranties,etc. We understand that the City will provide a template for the proposed Facility Maintenance Plan and Skanska will assist by compiling the information specific to this project and provide it prior to building turnover. As the scope of this effort has not been fully defined,we are requesting a Budget Allowance of$10,000 be included in our contract for this effort. Once the scope of this effort has been more fully defined,we can reconcile our fee for this effort and amend our contract accordingly. We look forward to the opportunity to provide Construction Project Management services and serve as your trusted advisor on this important project. Upon your review of our proposal,please let me know if you have any questions. Sincerely, ja-4 / C c c t Curtis Elswick,CCM,LEED®AP Vice President