DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 1 of 24
J DeKalb County Board of Education
Operations Division
Sam A. Moss Service Center
1780 Montreal Road
Tucker, GA 30084-6705
Revised REQUEST FOR QUALIFICATIONS (RFQu) No. 23-752-008
for
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES FOR
DRESDEN ELEMENTARY SCHOOL REPLACEMENT
Project: Dresden Elementary School Replacement
DCSD Project No.: 362-35
Owner: DeKalb County Board of Education (the “Board”)
Solicitation Timeline Summary (Subject to Change)
EVENT DATE(S) TIME LOCATION
Solicitation Opens September 29, 2022 http://dekalbschoolsga.ionwave.net
Virtual Mandatory Pre-
October 13, 2022 10:00 AM Via ZOOM
Submittal Conference
2449 Dresden Drive
Optional Site Visit Upon Request TBA
Chamblee, GA 30341
Final Questions Due October 19, 2022 2:00 PM dcsd-op-bidquestion@dekalbschoolsga.org
Final Addendum October 26, 2022 2:00 PM http://www.dekalbschoolsga.ionwave.net
Statement of Qualifications
November 3, 2022 2:00 PM http://dekalbschoolsga.ionwave.net
Due Date & Time
Public Acknowledgement November 7, 2022 5:00 PM http://dekalbschoolsga.ionwave.net
Shortlist Finalist Notified Public Notice of Short List will be posted to the
November 16, 2022
(If Interviews are Conducted) DCSD website by close of business
Anticipated Interviews
Conducted November 30, 2022
(If Requested)
Anticipated Board Review and
February, 2023
Approval
Anticipated Notice of Award February, 2023
Anticipated Notice to Proceed March, 2023
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 2 of 24
Request for Qualifications
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES FOR
DRESDEN ELEMENTARY SCHOOL REPLACEMENT
Qualifications will be received electronically on the DeKalb County School District website at
https://dekalbschoolsga.ionwave.net for ARCHITECTURAL AND ENGINEERING SERVICES FOR DRESDEN
ELEMENTARY SCHOOL REPLACEMENT, until 2:00 p.m. EST, Thursday, November 3, 2022.
Qualifications received after the specified time will not be considered. All potential respondents must register
as a vendor at http://dekalbschoolsga.ionwave.net. NOTE: A virtual mandatory pre-submittal conference will
be held on Thursday, October 13, 2022, 10:00 a.m., EST, via ZOOM. Attendees must provide the following
information by 5:00 p.m., EST on Wednesday, October 12, 2022:
1. Individual Name and Title
2. Company Name
3. Telephone Number
4. Email Address
This information must be sent to dcsd-op-solicitation@dekalbschoolsga.org. A meeting link will be sent to all
registered attendees no later than 9:30 a.m., EST on Thursday, October 13, 2022.
This document shall serve to provide interested parties with specific information as to the Procedures for
Selection of Professional Architectural and Engineering Services for the DeKalb County School District.
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 3 of 24
Table of Contents
Section Description PAGE
Request for Qualifications:
1.0 Project Description............................................................................................... 5
2.0 General Scope of Work ....................................................................................... 5
3.0 Requirements ...................................................................................................... 9
4.0 Statement of Qualifications .................................................................................. 10
5.0 Initial Screening Criteria ....................................................................................... 12
6.0 Interview and Presentation .................................................................................. 15
7.0 Selection Process ................................................................................................ 17
8.0 Schedule.............................................................................................................. 18
9.0 General Instructions............................................................................................. 19
10.0 Terms and Conditions .......................................................................................... 20
RFQu Advertisement ........................................................................................... 24
Exhibit A
Exhibit B
Attachments(separate file from RFQu)
Attachment A A/E Checklist and Certification
Attachment B1 Corporate Certificate
Attachment B2 Partnership Certificate
Attachment B3 Entity Certificate
Attachment C Design Fee Form
Attachment D Offeror’s and Individuals’ Affidavit of Noncollusion
Attachment E Conflict of Interest Disclosure Affidavit
Attachment F Consent to Release Information
Attachment G Immigration and Security Certification
Attachment H No Submittal Response
Appendices(separate file from RFQu)
Appendix A NOT APPLICABLE
Appendix B Design Review-Minimum Submittal Requirements (SCL >$2M)
Appendix C DCSD Elementary School Educational Specifications
Appendix D DCSD Design Guidelines for Facility Construction
Appendix E Aerial Image
Appendix F Floor Plan
Appendix G Owner’s Master Schedule
Appendix H Standard Form of Contract for Architectural Services
Appendix I Acknowledgement of Conflict of Interest Policy and Disclosures
Appendix J 2022-2023 and 2023-2024 School Calendar
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 4 of 24
REQUEST FOR QUALIFICATIONS
PROFESSIONAL ARCHITECTURAL AND ENGINEERING
SERVICES FOR DRESDEN ELEMENTARY SCHOOL
REPLACEMENT
BACKGROUND
DeKalb County School District currently enrolls about 94,000 students (October 2021) in 137
schools/programs: 104 neighborhood schools, 23 choice and specialty schools/programs (magnet, theme,
special needs, etc.), and 10 DCSD-sponsored charter schools (that are operated by others). The District
owns 159 facilities: 127 school facilities, 5 support facilities, 5 stadiums, 14 vacant facilities or sites, and 8
properties leased to charter schools or other organizations. With over 15 million in building gross square
footage, and 15,400 employees, DeKalb is the third largest system in the State of Georgia (in terms of
students), with the largest number of school facilities in the State.
Since 1997, the Owner has utilized Education SPLOST (Special Purpose Local Option Sales Tax) funds as
the primary funding source for its capital improvement programs (CIP). On May 24, 2016, the DeKalb County
voters approved the Owner’s fifth E-SPLOST program. It is anticipated that approximately $561 million will
be available to fund the District’s 2017-2022 Capital Improvement Program through the utilization of the
approved SPLOST funds, in conjunction with the State of Georgia’s Capital Outlay Program.
A copy of the CIP Summary and more detailed information regarding the CIP can be obtained on the District’s
website at www.dekalbschoolsga.org/e-splost/
PURPOSE
The purpose of this RFQu is to solicit proposals from qualified Architect/Engineer firms to provide professional
design services. This solicitation is specifically for the design of a new elementary school. Final documents
will become the property of DCSD.
The scope of work for this RFQu includes the full professional architectural and engineering services for
DCSD Project, 362-35.
The anticipated construction delivery method for this project is Design/Bid/Build, Design/Propose/Build or
CM at Risk, depending upon the Stated Cost Limitation. The selected Architect/Engineer shall provide
professional services for the project as described below in Section 2 of this RFQu.
The Stated Cost Limitation (SCL) for this project is $38,000,000.00. DCSD has determined that the
stipulated fee the Architect will receive for this project scope will be 6% of the Stated Cost Limitation for a
maximum fee of $2,280,000.00. This fee is all inclusive and incorporates all reimbursable expenses for this
project.
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 5 of 24
1.0 PROJECT DESCRIPTION
The existing Dresden Elementary School is located at 2449 Dresden Dr, Chamblee, GA 30341. The
new Dresden Elementary School will occupy the same site. At a minimum the project should meet
the DCSD Elementary School Educational Specifications (Appendix C), and the DCSD Design
Guidelines for Facility Construction, (Appendix D).
2.0 GENERAL SCOPE OF WORK
The anticipated scope of this project is the design of a new elementary school with approximately 59
instructional units Components of the new building include but are not limited to classrooms, media
center, fine arts areas, auditorium, kitchen, cafeteria, gymnasium, special education classrooms,
administrative offices, and building support spaces. Site amenities include but are not limited to a
play field, outdoor playground. Accompanying parking areas may require a parking deck to
accommodate needs. Areas for future growth, should be included in the plan. This is not intended
to be an all-inclusive list of the scope of work. The selected Architect/Engineer shall confirm and
obtain DCSD approval of full scope of work prior to the start of design. The Architect/Engineer will
be responsible for confirming the need for these elements and for making recommendations if an
element is deemed unnecessary or if a more pressing element is discovered.
This project will require the existing Dresden Elementary School to stay operational during
construction. An extensive phasing plan will be required. Demolition of existing structures will be
included in this project.
A formal Notice to Proceed (NTP) shall be provided by the Owner or its designated representative
prior to proceeding with each design milestone.
For more details on what is expected of the Architect, see the General Services section below.
2.1 General Services
The following generally highlights the services that the Architect and its subconsultants will
be required to perform:
A. Design Services
1. Prior to starting Schematic Design, the Architect will perform a preliminary consultation
with the Owner including, but not limited to, reviewing the Owner’s policies, concepts,
objectives, design criteria, schedule, budget, and operational needs for these projects.
The Architect will submit within 10 days of NTP, a written report with their proposed
recommendations, solutions to problems, etc.
2. The Architect will prepare and submit a Design Schedule that fits within the parameters
of Appendix G: Owner’s Master Schedule.
3. The Architect will prepare and submit schematic design documents per the requirements
of Appendix B: Design Review- Minimum Submittal Requirements and the Architect’s
Detailed Design Schedule.
4. The Architect will prepare and submit a construction estimate based on the Schematic
Design documents. This estimate will be compared with the stated cost limitation (SCL)
for this project. If the estimate is more than 5% over the SCL, then the Architect will
prepare new schematic design documents and prepare a recovery schedule.
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 6 of 24
5. The design scope shall be based upon a construction Stated Cost Limitation (SCL) of
$38,000,000.00
6. The Architect will submit documents as outlined below for review by DCSD and the
Program Manager.
7. Once Schematic Design Documents are reviewed and approved and upon written
direction to proceed, the Architect will proceed with the 30% Construction Document
phase per Appendix B: Design Review- Minimum Submittal Requirements and the
Architect’s Detailed Design Schedule.
8. The process used for Schematic Design Phase as outlined in items #3 – 7 above will be
performed for the 80% and 100% CD Phases.
9. The Architect will submit to DCSD and the Project Manager reports, drawings,
specifications, and estimates for review according to the chart below:
Reports Drawings Specifications Estimates
Preliminary Consultation ✓
Schematic Design ✓ ✓ ✓ ✓
Design Development Phase ✓ ✓ ✓ ✓
Construction Documents – 30% ✓ ✓ ✓ ✓
Construction Documents – 80% ✓ ✓ ✓ ✓
Construction Documents – 100% ✓ ✓ ✓ ✓
Others as required ✓ ✓ ✓ ✓
This information will be submitted to the GaDOE for review, comment, and approval.
10. The Architect will visit each school site. All areas of the existing facility will be made available
to the Architect and it is expected that the Architect will study these areas to fully understand
any and all accessible existing conditions. The Architect shall investigate and document any
limitations to be resolved during the design process.
11. Coordination with DCSD’s Technology Department is critical during the Design Phase.
DCSD’s Technology Department will design the Technology components and the
Architect/Engineer will incorporate this design into the contract documents. The DCSD
Technology Department will be responsible for the installation of the IT equipment, cabling
and wiring. The General Contractor (GC) will be responsible for the supporting infrastructure
(conduit, boxes, etc.).
12. Provide complete construction contract documents with professional seals and signatures in
accordance with the requirements of the Georgia Department of Education Facilities
Services Unit.
13. Assure that the construction contract documents are in conformance with generally accepted
architectural and engineering practices and comply fully with all applicable DCSD and
GaDOE criteria, along with all federal, state, and local codes and laws.
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 7 of 24
14. Provide full and complete specifications including Division 1- General Conditions, reflecting
current DCSD and GaDOE requirements. Specify materials and equipment that are readily
available, in order to avoid delivery concerns during construction.
15. Provide phasing plans, as appropriate, for construction. Include submission to and approval
by DCSD and the Fire Marshal for the phased exiting of the facility.
16. Provide design for on-site swing space (modular) as appropriate for the improvement
activities; i.e. phasing.
17. Provide design drawings and specifications for demolition of areas, as appropriate.
18. Provide design drawings and specifications for security system (cameras, alarm, card
access, motion detectors, recording devices, etc.), and MIS conduit/raceways, as needed.
Equipment and cabling design and installation will be provided by approved DCSD vendors,
as appropriate.
19. Coordinate entrance design with and obtain approval from the agencies having jurisdiction
as appropriate. Provide renderings when exterior modifications to the building are made.
20. Coordinate and design all utility connections (gas, electrical, plumbing, sewer) with local
utility provider and obtain necessary approvals. Deposits will be paid for by the District. The
Architect will coordinate this effort.
21. Represent DeKalb County School District by presenting necessary oral and/or graphic
presentations to state and county agencies, or any other group having interest in the projects
per the direction of DCSD.
22. Complete all forms and documents in formats required by GaDOE and any other state or
county agency.
23. Each design phase submittal must include a detailed cost estimate confirming that the cost
of the design is below the construction SCL for the respective project. Design estimates
will be reviewed by the program manager. If the estimate shows a cost more than 5%
greater than the SCL, the Architect must redesign the project to be below the
construction SCL at no additional cost to the owner. The Architect will also be
required to develop a recovery schedule to complete the design in the original
timeframe.
24. DCSD has adopted and implemented Trimble Proliance Capital Program Management
System (PCM) as the District’s project management software. All Contractors with a project
construction values exceeding a SCL of $1 million will be required to use Proliance for that
project and the Architect of Record will have to be versed in Proliance in order to review and
comment on the contractor’s schedule. For construction contracts with values under $1
million, the Architect will be responsible for posting all project documents from the GC into
PCM.
25. The Architect shall also comply with all activities and terms as outlined in the Standard Form
of Contract for Architectural Services (State Capital Outlay Projects) between the DeKalb
County Board of Education and the Architect. (See Appendix H).
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 8 of 24
26. Provide the selected GC with three (3) copies of the construction contract documents
(specifications and drawings) at the Preconstruction Conference.
27. The Architect will develop the list of required shop drawings, product data, samples, etc. and
issue it to the selected GC. The selected GC will take the list and incorporate it into their
project construction schedule.
28. The Architect is responsible for providing and submitting all permit packages to the proper
authorities. The Architect is responsible for pursuing the issuance of the permits until the
permit is ready to be issued to the contractor or until the contractor receives a Notice to
Proceed (NTP). Once the NTP is received, the Architect will hold a formal meeting to transfer
the permit responsibilities to the contractor. The Architect is still responsible for assisting
the contractor and for responding to any questions or issues documented by the permitting
authorities.
29. The Architect will update DCSD’s state inventory plans at the end of construction.
30. The Architect will perform Contact Administration for these projects.
31. The Architect will provide FF&E services for this project as outlined in the Standard Form of
Contract for Architectural Services.
B. Proliance Program Management Software
DCSD has adopted and implemented Trimble Proliance Capital Program Management System
(PCM) as the District’s project management software. DCSD will issue one license to the
successful Architect and expects the Architect to participate in the management of these projects
within the PCM guidelines. This management will be performed in conjunction with DCSD and
the Program Manager. This includes but is not limited to:
1. General
• All documentation will be processed through PCM
• All meeting minutes will be produced and issued through PCM
• All questions and answers will be processed through PCM
• All invoicing – architect’s, contractor’s, vendors’, etc. will be processed through PCM
2. Schematic Design Phases
• All drawings will be posted in PCM as one package for each phase (one file for SD)
• The detailed estimate will be posted in PCM for each phase
• All reports will be posted individually in PCM
3. Construction Document Submittals (50%, 100%)
• All drawings for the 50% CD submittals will be posted in PCM as one package
• The detailed estimate will be posted in PCM for the 50% submittals
• All reports will be posted individually in PCM
• A detailed estimate is not required at 100% drawings
• Each individual drawing will be posted to PCM (as individual files) at the 100%
drawing submittal
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 9 of 24
4. Contract Administration
• RFIs will be processed in PCM
• Submittals will be processed in PCM
• Shop drawings will be processed in PCM
• Samples (color boards, brick, etc.) will be processed outside PCM, but will be
tracked by a transmittal inside PCM
• Invoices will be processed in PCM
3.0 REQUIREMENTS
3.1 Firms must meet the following requirements:
3.1.1 Requirements of the Request for Qualifications (RFQu).
3.1.2 It is preferable that the Firm has experience providing A / E services for K-12
public school programs.
3.1.3 Firm must be authorized to do business in the State of Georgia and must
possess professional service registrations in accordance with applicable
statutes, regulations, and rules.
3.1.4 Firms must be knowledgeable of the requirements of Georgia Code.
3.1.5 Firms must be able to demonstrate financial strength appropriate to the scale
of Project to be managed.
3.1.6 Statements of Qualifications must be submitted electronically to the School District
on or before the time and date indicated in the RFQu.
3.1.7 Statements of Qualifications should be limited to not more than 30 electronic
pages. Submissions in excess of 30 electronic pages will not be disqualified;
however, clarity, conciseness, and brevity of this document will be part of the
evaluation criteria.
3.1.8 Statements of Qualification which have not been received by the DeKalb
County School District on or before the scheduled receipt time as set forth in
the RFQu will not be considered.
3.1.9 The selected firm and its sub consultants, will be required to meet the
insurance requirements of DCSD.
3.1.10 Costs of participating in the selection process, including presentations to the
Selection Committee, are solely those of the firm; DCSD will assume no
responsibility for any costs.
3.1.11 DCSD reserves the right to waive informalities and to terminate the selection
process.
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 10 of 24
4.0 STATEMENT OF QUALIFICATIONS
Required Information and Format
Statements of Qualifications must provide the required information in the following order
and format:
4.1 Letter of introduction and interest signed by an officer or partner of the responding firm.
Letter shall include specific reason(s) why firm would be the best choice for the project
listed. Letter shall include name of entity submitting, contact name, phone number, e-
mail address, fax number and address of firm submitting.
4.2 Table of Contents
4.3 Compliance Information
This is a compliance section and carries no evaluation points. Firms must meet
minimum criteria as specified to receive further consideration. Submittals shall
include the following:
4.3.1 The Firm must be properly certified by the Georgia Secretary of State to do
business in Georgia at the time of submission.
4.3.1.1 State the legal name of the entity submitting and if Firm submitting is a
corporation, joint venture, or partnership. Note: It is understood that if
selected for this project the stated entity name will be used in all legal
contracting documents derived from this selection.
4.3.1.2 Provide a copy of certification for proper incorporation or registration from
Georgia Secretary of State. In the alternative, joint ventures and
partnerships should provide a copy of their joint venture or partnership
agreement and certification from the Georgia Secretary of State
establishing that each joint venture partner or partner is authorized to do
business in Georgia.
4.3.2 The Firm must be properly registered, licensed, and certified at the time of
submission:
4.3.2.1 Firms and sub consultants must be property licensed. Provide copy of
current Georgia Professional Registration for Architect/Engineer.
4.3.2.2 If Firm is a joint venture, provide copy of the joint venture agreement and
either:
a. Copy of current Georgia Professional Registration of the joint
venture; or
b. A copy of the current Georgia Professional Registration of one
of the joint venture partners.
4.3.3 The Firm must have been in continuous business for a minimum of five
years. Note: If Firm is a joint venture, at least one of the companies
comprising the joint venture or partnership must have been in continuous
business for a minimum of five years.
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 11 of 24
4.3.3.1 State number of years in business. If the Firm is a joint venture, state
both the number of years that the joint venture has been in
business, as well as the number of years that each joint venture
partners has been in business.
4.3.3.2 State the location, address, and telephone number of Firm’s
offices. If the Firm is a joint venture or partnership,
identify the location, address, and telephone number of the
principal place of business of the joint venture or
partnership designated with the Georgia Division of
Corporations.
4.3.3.3 Submit the names of owners, officers or principals in charge.
4.3.4 The Firm must identify any existing or potential conflicts of interest, and
disclose any representation of parties or other relationships that might be
considered a conflict of interest with regard to this selection. "Conflict" or
"conflict of interest" means a situation in which regard for a private interest tends
to lead to disregard of a public duty or interest.
4.3.4.1 If any conflicts of interest issues are identified, provide a detailed plan
of action on how any existing or potential conflicts of interest will be
mitigated in the case your firm is recommended for this project.
DCSD at its sole discretion shall determine the adequacy of the plan
and whether the conflict will disqualify the firm from consideration for
the RFQu. If DCSD determines that the firm will be disqualified due to
the conflict, the firm’s proposal will not be evaluated or considered by
the Selection Committee.
4.3.5 The Firm must demonstrate they have the necessary financial resources
to complete the project and show their history of working proactively to avoid
litigation with Owners.
4.3.5.1 Financial Statement: The Firm’s financial capability is to be expressed
in the financial statement (audited financial current within the past
twelve months, such as a balance sheet and statement of operations)
and should indicate the resources and the necessary working capital to
assure financial stability through the completion of the project. A
certified audit is preferred; however, the Firm’s most recent tax return
and balance sheet will be accepted. If the Firm is a joint venture or
partnership all firms comprising the submitting entity will be required to
submit the previously requested documentation.
4.3.5.2 Insurance Capacity: Firms must provide evidence that they have all
insurance coverage’s as specified in A/E contract included with this
RFQu (See Appendix H).
4.3.5.3 Litigation: Submit all litigation of any kind involving firm, its officers or
directors with a project owner where the total amount in controversy
exceeds $100,000.00 within the last five years. If the firm is a joint
venture or partnership submit litigation involving all firms comprising the
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 12 of 24
submitting entity. State the court and location of the litigation.
4.3.5.4 Insurance Claims: Submit all Errors & Omissions and/or Professional
Liability claims filed against the firms’ policy in the last two years for the
proposal submittal date. The information should include amount and
nature of the claim(s).
5.0 INITIAL SCREENING CRITERIA
5.1 Individual Review: Proposal Evaluation Committee (“PEC”) members shall use the
Proposal Evaluation Form (Exhibit A) for the RFQu to document their review and
evaluation of each Proposal in accordance with the criteria listed below, within their
respective areas of experience and knowledge.
5.1.1 Successful Related Architectural Experience (30 points):
Major consideration will be given to the successful completion of
previous projects comparable in design, scope and complexity. This
will include e valuating the firm’s performance and quality of work on
previous projects.
5.1.1.1 List the projects which best illustrate the experience of the firm which
utilized the current staff which is being assigned to this Project. (List no
more than 10 projects and do not list projects which were not
completed by your firm or completed more than ten years ago).
Include the following for each project:
a. Name and location of the project.
b. The nature of the firm's responsibility on the project.
c. Project owner's representative name, address,
telephone and facsimile number.
d. Project user's representative name, address and
telephone number.
e. Date project construction was completed.
f. Size of project (construction gross square feet).
g. Cost of project (construction cost).
h. Work for which firm's staff was responsible.
i. Present status of the project.
j. Firm's key professionals involved on the project and who
of that staff would be assigned to the Project covered by
this RFQu.
5.1.2 Proposed Project Staff and their Functions (30 points):
The quality, experience and quantity of staff and their functions will be
evaluated by the Committee. The Committee will also evaluate the
firm’s capabilities to provide service.
5.1.2.1 Organization Chart: Develop an organization chart as it relates to the
Project indicating key personnel, their relationship, and all consultants
to be used on this project.
5.1.2.2 The firm shall name the actual staff to be assigned to this Project,
describe their ability and experience, and indicate the function of each
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September 29, 2022 Page 13 of 24
within their organization and their proposed role on this Project. It is
the intent that the proposed staff shall be assigned to this Project
unless otherwise approved by Owner. The staff shall be present at
the time of interview.
5.1.2.3 Give brief resumes of key persons to be assigned to the Project
including, but not limited to, the following:
a. Name and title.
b. Job assignment for other projects.
c. How many years with this firm. For sub-consultants, list prior
projects your firm has worked with sub-consultant.
d. How many years with other firms.
e. Experience including types of projects, size of projects (dollar
value and square footage of project), and specific project
involvement.
f. Education.
g. Active registrations (if any).
h. If submitting as a joint venture or partnership, include the
assigned staff for the joint venture or partnership and
indicate which of the joint ventures or partners employs the
staff member.
5.1.3 Workload (15 points):
As part of the evaluation criteria, the Committee will review the firms and
their sub-consultants current workload. If the submitting firm is a joint
venture, the Committee will review the current workload of each of the
firms comprising the submitting entity. A maximum of ten points will be
awarded based on an evaluation of the firm’s total workload and capacity
to perform the work.
5.1.3.1 Firms and their sub-consultant(s) shall provide a list of outstanding
projects, client names, status of completion, anticipated completion
date, and dollars committed on open project workload. Furthermore, if
the submitting firm is a joint venture they shall also include projects for
each firm comprising the joint venture.
Definition of sub-consultant as it relates to this selection process: An
individual and/or firm contracted or to be contracted by the submitting
entity to provide services related to or part of those which this will be
required as part of this selection process.
5.1.4 Equitable Distribution (10 points):
In an effort to consider the equitable distribution of work, the Committee
shall evaluate data showing dollar amounts of contracts and projects
awarded by DCSD to the submitting firm(s). In the case of submittals
received by joint ventures the contracts and projects awarded to each of
the firms comprising the joint venture will be included in the calculation of
the projects currently under contract and those awarded by DCSD.
Furthermore, this calculation will include all contracts and projects
awarded to the submitting firm either as a joint venture or as a separate
entity, whereby the submitting firm(s) was one of the entities included in
the award and contract. The chart below will be used to award a maximum
of 10 points based on the combined dollar amount of projects currently
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September 29, 2022 Page 14 of 24
under contract, as well as those awarded by DCSD, but not yet under
contract. For those projects already under contract, the contract amount
will reflect the dollar amount of the contract value, not including
amendments. The projects taken into account in the calculation will be
those awarded by the Owner within two (2) years prior to this solicitation
opening. For projects recommended but not yet awarded, the contract
value will reflect the estimated fee based on the budget listed within the
RFQu for which the firm was selected. This single score will be allocated
to each firm by the Selection Process Facilitator and added to the
cumulative score the committee members.
Contract Value Awarded/ Recommended by DCSD Point Value
Up to $100,000 10 points
$100,001 to $500,000 8 points
$500,001 to $1,000,000 6 points
$1,000,000 to $2,000,000 4 points
Greater than $2,000,000 0 points
5.1.5 DESIGN FEE (O POINTS):
Design fee is NOT included in the Selection Criteria.
5.1.5.1 Indicate your proposed Design Fee for the Services and Work as required
by the Proposal Documents and the Owner’s Agreement. Use Owner’s
Design Fee Form (Attachment C) included in this Request for
Qualifications.
5.1.5.2 Indicate any breakdown of the proposed Design Fee as required by the
attached form.
5.1.5.3 Acknowledge receipt of addendum, if any.
5.1.5.4 All blanks shall be filled in and shall be filled in by typewriter or manually
and legibly, in ink. Interlineations, alterations and erasures must be
initialed by the signer of the Proposal.
5.1.6 References (15 points):
The Firm must demonstrate a positive relationship with prior clients on
similar projects.
5.1.6.1 The firm shall submit a minimum of three (3) written recommendations
from previous owners and discuss their strategy to provide a
positive working relationship with DCSD. This strategy must include
actual examples of how the firm has demonstrated their cooperation
with other Owners. DCSD reserves the option of contacting any of the
references provided to confirm information provided.
5.1.6.2 DCSD staff will provide input on a firm’s past work performance, this
information includes but is not limited to the number of warranty
requests and responsiveness, contract and process compliance, and
information from the DCSD contractor evaluation process if available.
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5.2 Group Review. The PEC members shall meet and discuss the Proposals. The goal of
this review is to allow each PEC member the opportunity to fully discuss the Proposals
and to identify any information in the proposals deemed by the PEC member to be
significant to the evaluation. At the conclusion of this meeting, each PEC member shall
render his or her final scores for each proposal and submit his or her Proposal Evaluation
Form to the Selection Process Facilitator.
5.2.1 The Selection Process Facilitator shall combine the evaluation scores submitted
by all PEC members and shall determine the five (5) highest scoring firms
(unless otherwise determined) based on the total evaluation scores received. In
the event of a tied score for fifth place, all such tied firms shall be included in the
short list.
5.2.2 Short List Recommendation. The Selection Process Facilitator shall forward the
PEC’s short list recommendation to the I n t e r i m Chief Operating Officer
(“the Interim COO”). The Interim COO, in his or her sole discretion, can either
accept the short list recommendation or reject the short list recommendation. If
the Interim COO accepts the recommendation, the selection process proceeds
as noted below. If the Interim COO rejects the short list recommendation, he or
she, in his or her sole discretion, can proceed in any of the following methods:
directing the Selection Process Facilitator to recommence the selection
process at whatever stage the Interim COO deems appropriate (including
the Individual Review stage or the Group Review stage); pursuing the project
by any other alternative method permitted under Georgia law; or abandoning
the project all together. If the Interim COO elects to pursue the project by an
alternative method or abandon the project, DCSD shall provide public notice of
this decision.
5.2.3 Notice of Short List. Once the PEC’s short list recommendation has been
accepted by the Interim COO, the Selection Process Facilitator will notify all
submitting firms of whether or not they appear on the short list and shall provide
public notice of the short listed firms.
5.2.4 The short listed firms shall then be invited for interviews before the PEC, which
will be scheduled within three (3) business days of notification.
6.0 INTERVIEWS AND PRESENTATION
6.1 At the time of its scheduled interview, each short listed firm shall provide additional
information about its firm and operations as may be required by DCSD. This additional
information shall include, but is not limited to, the following:
6.1.2 Overall Approach, Methodology, & Knowledge of the Site (30 points):
6.1.2.1 The firm shall provide information regarding its knowledge of local
codes and ordinances, as an indication of its ability to deliver quality
workmanship in an effective and timely manner.
6.1.2.2 The firm shall demonstrate verbally and graphically its plan for performing
the Architectural/Engineering Services, documenting the services to be
provided and showing the interrelationship of all parties.
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A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 16 of 24
6.1.2.3 The firm shall present their quality assurance program. The program shall
illustrate how they will assure professional quality, technical accuracy, and
coordination of all services require under their contract.
6.1.3 Project Team (25 points):
The firm shall express the general and specific project related
experience and capability of in-house staff and sub consultants and
their functions as it relates to this project.
6.1.3.1 Organization Chart: Develop an organization chart as it relates to
the Project indicating key personnel and their relationship. It shall be
understood that it is the intent of the District to insist that those key
personnel indicated as the project team in this RFQu response
actually executes the Project.
6.1.3.2 If a joint venture, or prime subcontractor arrangement of two (or more)
firms, indicate how the work shall be distributed between the associated
firms. Describe how the organizational structure will ensure orderly
communications, distribution of information, effective coordination of
activities and accountability.
6.1.4 Cost Control (25 points):
6.1.4.1 Describe how you develop cost estimates, and how they are updated,
providing specific examples of successful recommendations
implemented and cost containment strategies utilized to maintain
project budgets without sacrificing quality. Describe and explain the
benefits to the Owner.
6.1.5 Project Scheduling (20 points):
6.1.5.1 As part of the project approach, the firm shall propose a process for
scheduling multiple projects and effectively managing and executing
the work in the optimum time. Provide a sample schedule and
describe any major milestones for achieving the schedule and any
other recommendations that may directly impact the schedule.
6.1.5.2 The firm shall describe any representative current projects and the
projected versus the actual schedule for each.
6.2 Interview
6.2.1 The short-listed firms shall be invited for interviews before the PEC. At the time of
its scheduled interview, each short-listed firm shall provide additional information
about its firm and operations as may be required by DCSD. This additional
information shall be identified in the RFQu.
6.2.2 The PEC shall schedule a separate interview for each short-listed firm. As part
of its interview, and at the Selection Process Facilitator’s discretion, each firm
shall make a short oral presentation.
6.2.3 After the PEC has interviewed all the short-listed firms, the PEC shall
reconvene for the PEC members to discuss the interviews and review each
presentation. At the end of this discussion, PEC members shall use the
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September 29, 2022 Page 17 of 24
Presentation Evaluation Forms to record their evaluation of each short listed
firm, and then submit the Presentation Evaluation Forms to the Selection
Process Facilitator.
6.2.4 The Selection Process Facilitator shall combine the evaluation scores submitted
by all PEC members and determine the PEC’s ranking of the short-listed firms
based upon the total scores assigned to each firm for the presentation stage.
If the ranking results in a tied score for the number one or number two
ranked firms, additional information shall be requested from the tied firms and
presented to the committee. The committee will score the firms based on the
responses to the additional information
6.3 Submittal of recommended highest ranked firm. The Selection Process Facilitator
shall submit the highest ranked firm recommended by the PEC to the Interim COO for
approval. The Interim COO, in his or her sole discretion, shall either accept the results of
the PEC’s ranking recommendation and forward it to the Board of Education for approval
or reject the results of the ranking recommendation. If the Interim COO accepts the
ranking recommendation, the approval process continues as noted below. If the
Interim COO rejects the results of the ranking recommendation, he or she, in his or her
sole discretion, shall proceed with any of the following methods: directing the PEC
Selection Process Facilitator to recommence the selection and ranking process at
whatever stage the Interim COO deems appropriate (including the Individual Review
stage, the Group Review stage, or the Interview process); pursuing the project by any
other alternative method permitted under Georgia law; or abandoning the project all
together. If the Interim COO elects to pursue the project through an alternative method or
abandon the project all together, DCSD shall provide public notice of that decision.
. Upon the Interim COO’s approval of the PEC’s recommendation, an agenda item shall
be prepared and put on the next available agenda for the Board of Education review and
approval.
7.0 SELECTION PROCESS:
7.1 The Proposal Evaluation Committee (“PEC”) shall be established by the COO. The
Interim COO, or his designee, shall approve the members of the PEC, to include the
following:
7.1.1 At least three (3) DCSD staff persons with expertise in facilities design,
construction, operation, and/or maintenance, property, surveying and
environmental, as recommended by the Interim Chief Operating Officer from their
respective divisions, for the purpose of evaluating and scoring only those
elements of the responses that relate to facilities design, construction, operation,
and maintenance proposals, and on an as needed basis, those that include
property, surveying and environmental.
7.1.2 At least one (1) member of the SPLOST CIP staff with expertise in facilities design,
construction, operation, and/or maintenance, property, surveying and
environmental, as recommended by the Interim Chief Operating Officer, for
the purpose of evaluating and scoring only those elements of the responses
that relate to facilities design, construction, operation, and maintenance
proposals.
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A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 18 of 24
7.1.3 Such other staff person(s) as deemed appropriate by the Interim COO, or
his designee, in order to ensure that the PEC includes persons with experience
and knowledge in the contractual services being sought, for the purpose of
evaluating and scoring only those elements of the responses that relate to the
person(s)’ area of experience and knowledge.
7.1.4 Membership of the PEC may include representation from other public or
private entities or others deemed appropriate as recommended by the Interim
Chief Operating Officer. The recommendation may be based on project
complexity, project cost and staff capacity.
7.1.5 All voting members of the PEC are required to comply with the provisions of
Board Policy DJE and the provisions of the Code of Ethics for Public Officers
and Employees. No member shall solicit or knowingly accept any gift,
gratuity, loan, special discount, entertainment, transportation, lodging, meals,
favor or promise of future employment, based upon any understanding that the
vote, official action, or judgment of the member would be influenced thereby.
7.2 The Interim Chief Operating Officer, or his designee, shall select a Procurement
representative who shall serve as the Selection Process Facilitator to monitor the selection
process, ensure compliance with all applicable procedural requirements, limiting discussion
which facilitates the procurement process, the facts of the procurement and documentation
on file, and will maintain objectivity at all times.
7.3 The Selection Process Facilitator shall be responsible for ensuring that each member is
provided information on the project, directs discussion as necessary and determines when the
committee may need to vote on any compliance related issues.
7.4 The final rankings as approved by the Board of Education will rank all proposers from
highest to lowest scores based on the selection criteria described in the RFQu.
8.0 SCHEDULE
8.1 Virtual Pre-submittal conference attendance (mandatory). It is the firm’s responsibility to
become fully informed as to the nature and extent of the services required. The virtual pre-
submittal conference will be held at 10:00 a.m., EST, Thursday, October 13, 2022 via
ZOOM. The RFQu will be reviewed and questions will be addressed.
8.2 Statements of Qualifications must be received electronically at the DeKalb County School
District website https://dekalbschoolsga.ionwave.net not later than date and time set forth in the
“Advertisement for RFQu for Professional Architectural and Engineering Services for Dresden
Elementary School Replacement”. Based on evaluations of Statements of Qualifications, a
maximum of five firms may be interviewed, at times and location to be determined at a later
time. The order of presentation will be determined at DCSD’s sole discretion and the firms
so notified.
8.3 The dates and times identified in this RFQu are subject to change. All changes will be
posted to the DeKalb County School District solicitation website via addendum as it becomes
available for all phases of this project.
9.0 GENERAL INSTRUCTIONS
9.1 Firms are required to register as a supplier using the IONWAVE portal and obtain a
username and password.
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September 29, 2022 Page 19 of 24
9.2 The response shall contain manual signature of an authorized representative of the
responding firm.
9.3 Responses received after the receipt time noted in the RFQu will not be accepted.
9.4 Firms responding to the RFQu shall be available for presentations and interviews
to the DCSD PEC Selection Committee.
9.5 The contents of the proposal of a successful firm may become part of its
contractual obligations.
9.6 Excluding items 5.1.4 and 5.2, Proposals shall respond to each item noted in sections
4.0 and 5.0 in the order noted. Identify responses with the same paragraph notation
as contained in this RFQu.
9.7 Submittals shall be typed. All corrections made by the proposer prior to the opening
shall be initialed and dated by the proposer. No changes or corrections will be allowed
after proposals have been unsealed.
9.8 Questions: Any questions concerning the RFQu should be submitted electronically
via email to the Procurement Manager at dcsd-op-
bidquestion@dekalbschoolsga.org. Questions submitted to any other email
address will not be considered. The deadline for receipt of vendor questions is
Wednesday, October 19, 2022 at 2:00 p.m. EST. Questions received after the
deadline time will not be considered. Questions received by the deadline time will
be answered in writing and posted to the DCSD solicitation website
http://dekalbschoolsga.ionwave.net no later than Wednesday, October 26, 2022
by 2:00 p.m. EST. No response other than written by the Procurement Manager,
will be binding upon DCSD. All supplemental instructions will be in the form of
written Addenda to the RFQu.
9.8.1 Selection committee members, school board members and school
board personnel are not to be contacted prior to the Board of Education’s
decision to approve or reject the final recommendation presented to it by
the Interim Chief Operating Officer. At the discretion of DCSD, failure
to comply with this requirement will be grounds for disqualification.
9.8.2 Specifically, this NO-CONTACT PERIOD shall commence on the initial date
of the advertisement for Request for Qualifications and continue through and
include the date the DeKalb County Board of Education makes its
determination to approve or reject the final recommendations.
9.10. Failure to meet any of these requirements may disqualify your firm from
consideration.
10.0 TERMS AND CONDITIONS:
10.1. DCSD reserves the right to accept or reject any or all proposals in the best interest
of DCSD. DeKalb County School District reserves the right to waive any formalities
in the selection process.
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September 29, 2022 Page 20 of 24
10.2 It is mutually understood and agreed that the nature, amount, and frequency of the
Services shall be determined solely by Owner and that Owner does not represent or
guarantee unto firm that any specific amount of services will be requested or required
of firm pursuant to this RFQu.
10.3 Proposals which do not comply with these instructions or that do not include the
requested data may not be considered.
10.4 The successful firm shall not discriminate against any person in accordance with
Federal, State or Local law.
10.5 It is the sole responsibility of the submitting firm to ensure proposals are received
on or before the time and date required, and in the format stated.
10.6 By submission of a response to this RFQu, the Respondent certifies that he/she and
his/her employees shall not engage in the unlawful manufacture, sale, distribution,
dispensation, possession, or use of controlled substance or drugs during the
performance of the contract.
10.7 By submission of a response to this RFQu, the Respondent certifies that he/she and
his/her employees shall not use tobacco products on DCSD property at any time
during the performance of this contract.
10.8 Respondents shall fully certify that they, as individuals or as officials of a business
entity, have not entered into any agreement, participated in collusion, or otherwise
taken any action in restraint of free and competitive responses to this RFQu. Further,
Respondents guarantee that their response is not made in conjunction with or on
behalf of another party and that they have not been directly or indirectly induced in
any manner or taken any action to result in a restriction of trade or in an unfair
advantage
10.9 By responding to this RFQu, the offeror certifies that the proposing company and/or
its principals have not been suspended, excluded, disqualified, debarred, proposed
for debarment, declared ineligible or voluntarily excluded from participation in any
transaction by any Federal or State department or agency and that the bidder
complies with all applicable orders, rules and regulations related thereto.Further, by
responding to this RFQu, the offeror certifies that all lower tier participating individuals
and/or company(s) and all respective principals of lower tier participants have not
been suspended, excluded, disqualified, debarred, proposed for debarment, declared
ineligible or voluntarily excluded from participation in any transaction by any Federal
or State department or agency and that the bidder complies with all applicable orders,
rules and regulations related thereto.
10.10 DeKalb County School District, Georgia, does not discriminate in admission or
access to, or treatment or employment in its programs and activities, on the basis
of race, color, religion, age, sex, national origin, marital status, disability, genetic
information, sexual orientation, gender identity or expression, or any other reason
prohibited by law.
10.11 Any person who is adversely affected by a decision of the DeKalb County School
District concerning this procurement, shall adhere to the following Protest
Procedures:
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September 29, 2022 Page 21 of 24
10.11.1 Protests. A bidder may file a written protest challenging DCSD’s
compliance with applicable procurement procedures subject to the
bidder’s compliance with the provisions outlined below. Any such written
protest will be resolved in accordance with these provisions.
10.11.2 Types of Challenges. Any bidder interested in and capable of responding
to a competitive solicitation may file a protest with respect to the competitive
solicitation process including, but not limited to, a challenge to
specifications or any events or facts arising during the solicitation process.
Any bidder submitting a timely bid/proposal in response to a competitive
solicitation may file a protest with respect to DCSD’s intended or actual
contract award including, but not limited to, events or facts arising during
the evaluation and/or negotiation process.
10.11.3 Form of Protest. At a minimum, the written protest must include the
following:
a. the name and address of the protestor;
b. appropriate identification of the solicitation;
c. a statement of reasons for the protest;
d. supporting exhibits, evidence, or documents to substantiate any
claims unless not available within the filing time (in which case
the offeror must proceed to file the protest during the filing period
identified below but state the expected availability of the
material); and
e. the desired remedy.
DCSD, at its discretion, may deem issues not raised in the initial
protest as waived with prejudice by the protesting offeror.
10.11.4 Filing Protests. A protest is considered to be properly filed when it is in
writing, signed by a company officer authorized to sign contracts on behalf
of the offeror, and is received by the Design and Construction Department.
The protest may be sent by any of the following means:
MAIL: Attention: Mr. Richard H. Boyd
Interim Chief Operating Officer
DeKalb County School District
Sam A. Moss Service Center
1780 Montreal Road
Tucker, Georgia 30084
FAX: (678) 676-1475
10.11.5 Type of Protests. A challenge to the competitive solicitation process
must be filed within two (2) business days prior to the closing date and
time of the solicitation as identified on the RFQu.
A challenge to an intended or actual contract award must be filed within
ten (10) calendar days of the date the Notice of Intent to Award (NOIA) is
posted by DCSD. In the event DCSD does not post a NOIA, the protest
must be filed within ten (10 calendar days of the date the Notice of Award
(NOA) is posted.
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September 29, 2022 Page 22 of 24
If a protest is not filed by the applicable deadline, such failure shall
be deemed as a waiver with prejudice of any grounds the bidder may
have for protest.
10.11.6 Stay of Procurement During Protest Review. When a protest
challenging the competitive solicitation process has been timely filed at
least two (2) business days prior to the closing date and time, the
solicitation shall not close until a final decision resolving the protest has
been issued, unless the Facilities Management Department makes a
written determination that the closing of the solicitation without delay is
necessary to protect the interests of DCSD.
When a protest challenging an intended contract award has been timely
filed, DCSD shall not proceed to actual contract award unless the Design
and Construction Department makes a written determination that the
issuance of a contract or performance of the contract without delay is
necessary to protect the interests of DCSD. If it is determined that it is
necessary to proceed with contract performance without delay, the
bidder/offeror with this contingent contract may proceed with performance
and receive payment for work performed in strict accordance with the
terms of the contract. The provisions of this paragraph are not applicable
to a protest pertaining to events or facts arising during the solicitation
process.
10.11.7 Protest Resolution. The Facilities Management Department shall review
and issue a written decision on the protest within seven (7) business days.
This decision shall be deemed final. Available remedies for sustained
protests are as follows:
10.11.7.1If a protest is sustained prior to the closing date and time of the
solicitation, available remedies may include, but are not limited to,
the following: modification of the solicitation document including,
but not limited to, specifications and terms and conditions;
extension of the solicitation closing date and time (as appropriate);
and cancellation of the solicitation.
10.11.7.2 If a protest of the intended/actual contract award is sustained
available remedies may include but are not limited to, the
following: revision or cancellation of the NOIA/NOA, re-evaluation
and re-award, or re-solicitation with appropriate changes to the
new solicitation.
10.11.8 Costs. In no event shall a bidder be entitled to recover any costs
incurred in connection with the solicitation or protest process, including,
but not limited to, the costs of preparing a bid/proposal, the costs of
participating in the protest process, or any attorney fees.
10.12 By making a submission, it is understood and agreed that the submitting entity
consents to DCSD contacting any parties referenced in the entities response
including, but not limited to, all project owners and references herein.
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September 29, 2022 Page 23 of 24
10.13 Submitters acknowledge and agree that the contracting entity will be the Firm name
identified in the response to 4.3.1.1.
10.14 Appendix H, is the most current version of the DCSD Standard Form of Contract
for Architectural Services. By submitting a response to this RFQu, submitters
acknowledge and agree that they have reviewed the contract and have no objection
to it. All responders should thoroughly review the documents prior to
submitting a proposal. Any proposed revisions to the terms or language of
these documents must be submitted in writing during the question and answer
period of the solicitation. All request must be submitted in writing prior to the
close of the final questions. Request for revisions will be reviewed and approved
or rejected by legal and legal rulings are final. If submitted or proposed thereafter,
such proposed revisions to the terms or language of these documents shall not be
considered by the Owner and the Architect/Engineer submittal shall be rejected. No
alterations can be made in the contract after award by DCSD.
DeKalb County School District RFQu No. 23-752-008
A/E Services for Dresden ES Replacement Project Nos. 362-35
September 29, 2022 Page 24 of 24
NOTICE
FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES
FOR DRESDEN ELEMENTARY SCHOOL REPLACEMENT
DeKalb County Board of Education announces that Professional Architectural and Engineering Services are required for the
project listed below.
PROJECT AND NUMBER: Dresden Elementary School Replacement - RFQu No. 23-752-008
SERVICES TO BE PROVIDED: Professional Architectural and Engineering Design Services for Dresden
Elementary School Replacement.
VIRTUAL PRE-SUBMITTAL MEETING: October 13, 2022, 10:00 a.m. EST, via ZOOM
Attendees must provide the following information by Wednesday,
October 12, 2022, 5:00 p.m. EST:
1. Individual Name and Title
2. Company Name
3. Telephone Number
4. Email Address
Information must be sent to dcsd-op-solicitation@dekalbschoolsga.org
A meeting link will be sent to all registered attendees.
Attendance is mandatory.
DCSD CONTACT: Belinda Quillet, Procurement Manager
Weyman F. Christopher, Procurement Specialist
SUBMIT QUALIFICATIONS TO: http://dekalbschoolsga.ionwave.net
QUALIFICATIONS DUE DATE AND TIME: November 3, 2022, 2:00 p.m. EST
Requirements: Interested firms are required to comply with all requirements of the Request for Qualification (RFQu). A
copy of the RFQu and any and all clarifications issued shall be obtained from the DeKalb County School District web site
http://dekalbschoolsga.ionwave.net. Furthermore, all Notices concerning this solicitation and award shall be posted to
the aforementioned web site. These Notices shall include, but are not limited to short list meeting dates and times,
presentation meeting dates and times, intended decision and decision information.
End of RFQu Document Consisting of 24 Pages
(See Attachments and Appendices Package)
APPLICANTS
RFQu No. 23-752-008
ranking of all Applicants.
Using the ratings noted, Selection
Committee shall provide a numerical
Tabulation of all entries will provide a
evaluation of the Qualifying elements.
POINTS AVAILABLE
Score
Score
Score
Score
Score
Score
Score
Score
Score
Score
CERTIFICATE GEORGIA SECRETARY OF STATE
PROJECT NAME: PROFESSIONAL A/E SERVICES
DRESDEN ELEMENTARY SCHOOL REPLACEMENT
REQUIRED VALID LICENSE
YEARS IN BUSINESS
COMPLIANCE
LOCATION/ADDRESS PHONE OF FIRM'S OFFICES
OWNERS/OFFICERS & PRINCIPALS IN CHARGE
FINANCIAL STATEMENTS
INSURANCE CAPACITY, CLAIMS, AND LITIGATION
30
SUCCESSFUL RELATED ARCHITECTURAL EXPERIENCE
30
PROPOSED PROJECT STAFF AND THEIR FUNCTIONS
EXHIBIT A
15
WORKLOAD
10
EQUITABLE DISTRIBUTION
INITIAL SCREENING
15
REFERENCES
TOTAL INITIAL SCREENING
100
30
OVERALL APPROACH, METHODOLOGY & KNOWLEDGE OF THE SITE
25
PROJECT TEAM
25
COST CONTROL
20
PROJECT SCHEDULING
INTERVIEW AND PRESENTATION
TOTAL INTERVIEW AND PRESENTATION
100
EXHIBIT B
STANDARD FORM OF
CONSTRUCTION MANAGEMENTCONTRACT
BETWEEN
THE DEKALB COUNTY BOARD OF EDUCATION
AND
E
[Contractor]
PL
PROJECT:
Project Address:
M
ARCHITECT:
SA
Architect’s Address:
Cost Code:
i
07.2016
TABLE OF CONTENTS
SECTION 1 CONTRACT DOCUMENTS ………………………………...…………………… 1
SECTION 2 SCOPE OF WORK ………………………………………………………………... 1
SECTION 3 RELATIONSHIP OF PARTIES …………………………………………………... 2
SECTION 4 CONTRACT AMOUNT ………………………………………………………….. 4
SECTION 5 COST OF THE WORK ……………………………………………………………. 6
SECTION 6 BONDS …………………………………………………………………………… 11
SECTION 7 CONTRACT TIME AND LIQUIDATED DAMAGES …………….…………… 13
E
SECTION 8 EXHIBITS INCORPORATED …………………………………………………... 15
SECTION 9
PL
NOTICES ………………………………………………………………………… 16
SECTION 10 MODIFICATION …………………………………………………………………16
SECTION 11 SUCCESSORS AND ASSIGNS …………………………………………………16
M
SECTION 12 GOVERNING LAW ……………………………………………………………...16
SECTION 13 NO WAIVER ……………………………………………………………………. 16
SA
SECTION 14 ENTIRE AGREEMENT ………………………………………………………….17
SECTION 15 SEVERABILITY ………………………………………………………………….17
SECTION 16 CONSTRUCTION ……………………………………………………………….. 17
SECTION 17 COUNTERPARTS ………………………………………………………………...17
EXHIBIT A GENERAL TERMS AND CONDTIONS
1... INTENT OF CONTRACT DOCUMENTS …………………………………………… A-1
2... INVESTIGATION AND UTILITIES ………………………………………………… A-2
3... SCHEDULE …………………………………………………………………………….A-3
4... PROGRESS PAYMENTS ………………………………………………………….……A-3
ii
07.2016
5... PAYMENTS WITHHELD ………………………………………………………………A-6
6... FINAL PAYMENT ………………………………………………………………………A-7
7... SUBMITTALS AND SUBSTITUTIONS ……………………………………………….A-8
8... PRE-CONSTRUCTION PHASE SERVICES ………………………...………………..A-10
9... CONSTRUCTION PHASE SERVICES ……………………………….………………A-12
10. DAILY REPORTS, AS-BUILT CONTRACT DOCUMENTS AND MEETINGS ...…A-18
11. CONTRACT TIME AND TIME EXTENSIONS ………………………………………A-19
12. CHANGES IN THE WORK ……………………………………………………………A-21
13. CLAIMS AND DISPUTES …………………………………………………...………..A-23
14. OTHER WORK …………………………………………………………………...……A-25
15. INSURANCE ……………………………………………………………………...……A-25
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16. WAIVER OF SUBROGATION ………………………………………………………..A-29
17. INDEMNIFICATION ………………………………………………………………….A-30
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18. CLEANUP AND PROTECTIONS …………………………………………………….A-30
19. ASSIGNMENT …………………………………………………………………………A-31
20. PERMITS, LICENSES AND TAXES ………………………………………………….A-31
21. TERMINATION FOR DEFAULT ……………………………………………………..A-32
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22. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION …………..A-33
23. COMPLETION …………………………………………………………………………A-34
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24. WARRANTY …………………………………………………………………………...A-35
25. TESTS AND INSPECTIONS …………………………………………………………..A-36
26. DEFECTIVE WORK …………………………………………………………………...A-37
27. SUPERVISION AND CONSTRUCTION CONTRACTOR’S REPRESENTATIVE ...A-39
28. PROTECTION OF WORK …………………………………………………………….A-40
29. EMERGENCIES ……………………………………………………………………….A-41
30. USE OF PREMISES ……………………………………………………………………A-41
31. SAFETY ………………………………………………………………………………...A-42
32. PROJECT MEETINGS …………………………………………………………………A-44
33. MATERIALSAFETY DATA SHEET ………………………………………………….A-44
34. AUDITING AND RECORDKEEPING…….…………………………………………...A45
35. COMPLIANCE WITH LAWS …………………………………………………………A-46
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07.2016
36. SUBCONTRACTS ……………………………………………………………………..A-46
37. MARKET ANALYSIS AND SOLICITATION OF BIDS …………………………….A-49
38. SURVIVAL …………………………………………………………………………….A-51
39. SECURING AGREEMENT ……………………………………………………………A-51
EXHIBIT B SUPPLEMENTAL TERMS AND CONDITIONS ………………………….B-1-11
EXHIBIT C FORM OF PAYMENT BOND ……………………………………………….C-1-4
EXHIBIT D FORM OF PERFORMANCE BOND……………………………….……….. D-1-4
EXHIBIT E INSURANCE REQUIREMENTS ……………………………………………..E-1-3
EXHIBIT E-1 ENDORSEMENT TO BUILDERS RISK …………………………………..….E1-1
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EXHIBIT F LIQUIDATED DAMAGES ………………………………………………………...F-1
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EXHIBIT G CONTRACTOR AND SUBCONTRACTOR AFFIDAVIT……………………..G-1-4
EXHIBIT H RELEASE AND AFFIDAVIT …………………………………………………H-1-6
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EXHIBIT I CONSTRUCTION CONTRACTOR APPLICATION FOR PAYMENT …………...I-1
EXHIBIT J CHANGE ORDER ………………………………………………………………J-1-3
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EXHIBIT J1 PROJECT CLOSEOUT CHECKLIST ……………………………………………J1-1
EXHIBIT K MASTER PROJECT SCHEDULE MILESTONES ……………………………….K-1
EXHIBIT L CONSTRUCTION CONTRACTOR’S STAFFING SCHEDULE ………………...L-1
EXHIBIT L1 PRE-CONSTRUCTION PHASE SERVICES REIMBURSABLE
EXPENSE PROPOSAL ………………………………………………………………………L1-1
EXHIBIT M GMP AMENDMENT TO AGREEMENT BETWEEN OWNER AND
CONSTRUCTION CONTRACTOR …………………………………………......................M-1-13
EXHIBIT N CERTIFICATE OF INSURANCE FORM ………………………………………...N-1
EXHIBIT O SCHOOL CALENDARS ……………………………………………………….. O-1
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CONSTRUCTION MANAGEMENT AGREEMENT
THE DEKALB COUNTY BOARD OF EDUCATION, a body corporate existing under
the laws of the State of Georgia (“Owner”), hereby contracts with
___________________________, (“Construction Contractor”), authorized to do business in the
State of Georgia, whose business address is _______________________________________, to
perform all work (“Work”) in connection with the management and construction of
____________________________________ (hereafter referred to as the “Project”) located at
___________________________________________, said Work being set forth in the plans and
specifications being prepared by _____________________________________, the Architect
and/or Engineer of Record (“Design Professional”) and all other Contract Documents hereafter
specified.
Owner and Construction Contractor, for the consideration herein set forth, agree as follows:
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Section 1. Contract Documents
A. The Contract Documents consist of this Agreement, the Exhibits described in
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Section 8 hereof, and any duly executed and issued addenda, Change Orders, Construction Change
Directives, and amendments signed by Owner relating thereto. Further, the term Contract
Documents shall include all plans and specifications for the construction of the Project
(“Construction Documents”) being prepared by Design Professional, but only after said
Construction Documents have been completed by Design Professional and approved in writing by
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Owner. Upon Owner’s acceptance of Construction Contractor’s guaranteed maximum price
proposal, the Contract Documents will also include the GMP Amendment and all Attachments
thereto. All of the foregoing Contract Documents are sometimes referred to herein as the
“Contract”.
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B. Owner shall furnish Construction Contractor with one (1) sealed copy and one (1)
reproducible set of the Construction Documents. Any additional copies of Construction
Documents, required by Construction Contractor for execution of the Work, shall be made by
Construction Contractor from its reproducible set at Construction Contractor’s sole cost and
expense. The reproducible set of the Construction Documents shall be returned to Owner upon
final acceptance of the Work by Owner or termination of the Contract, whichever occurs first;
provided, however, Owner is furnishing Construction Contractor a reproducible set of
Construction Documents for Construction Contractor’s convenience and such furnishing by
Owner shall not be deemed to be a waiver by Owner or Design Professional of any copyright,
patent or license they may have with respect to the Construction Documents. All such copyrights,
patents and licenses hereby being expressly reserved by Owner and Design Professional.
Section 2. Scope of Work
The Work to be provided by Construction Contractor pursuant to the Contract shall be performed
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essentially in two phases; those phases being Pre-Construction Phase Services and Construction
Phase Services, both of which are hereinafter defined. At the discretion of Owner, those two
phases may overlap.
A. Pre-Construction Phase Services. Construction Contractor shall review and
comment upon the Construction Documents being developed by Design Professional. The scope
of that review shall include reviewing those various documents for value engineering and
constructability. As the Construction Documents are developed by Design Professional through
the various design phases set forth in the Design Professional Services Agreement between Design
Professional and Owner (“Design Agreement”), Construction Contractor shall provide Owner
with detailed construction cost estimates with respect to those documents. Construction Contractor
agrees to attend any and all design and preconstruction conferences and to otherwise assist and
cooperate with Design Professional with respect to the design of the Project. Construction
Contractor shall provide all other services during the conducted during the Pre-Construction Phase
of the Project as set forth in the Contract Documents (collectively, the “Pre-Construction Phase
Services”). The duration of the “Pre-Construction Phase” shall be defined in Section 7 of this
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Agreement.
B. Construction Phase Services. After the Construction Documents have been
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sufficiently completed by Design Professional and approved by Owner for all of the Work (or such
portions thereof as may be designated by Owner in writing), and Owner and Construction
Contractor have agreed in writing upon the guaranteed maximum price to be paid Construction
Contractor and the Contract Time for the Work (or designated portions thereof) as hereafter
provided, Construction Contractor shall furnish and pay for all management, supervision,
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financing, labor, materials, tools, fuel, supplies, utilities, equipment and services of every kind and
type necessary to diligently, timely and fully perform and complete in a good and workmanlike
manner the construction of the Work (or designated portions thereof) in accordance with all of the
terms and conditions of the Contract Documents (collectively, the “Construction Phase
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Services”). For the avoidance of doubt, Construction Contractor shall have the responsibility to
perform the Work and build the entire Project in accordance with the Construction Documents,
except any work as may specifically be stated in the Contract Documents to be the responsibility
of others. Construction Contractor shall not incur any cost to be reimbursed as part of the Cost of
the Work, as defined in Section 5 hereof, prior to the commencement of the Construction Phase,
unless Owner provides prior written authorization for such costs. Notwithstanding anything herein
to the contrary, as and to the extent expressly directed and authorized by Owner in writing,
Construction Contractor shall commence to construct those portions of the Work designated by
Owner even though the guaranteed maximum price and/or Contract Time for the entire Work has
not yet been agreed to by the parties, so long as they have agreed in writing upon the compensation
to be paid Construction Contractor and the performance time for such portion of the Work.
Section 3. Relationship of Parties
A. Construction Contractor accepts the relationship of trust and confidence
established by this Agreement. Construction Contractor covenants with Owner to cooperate with
Design Professional; to utilize Construction Contractor’s best skill, efforts and judgment in
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furthering the interest of Owner; to furnish efficient business administration and supervision; to
furnish at all times an adequate supply of workers and materials; and to perform the Work in the
best way and the most expeditious and economical manner, consistent with the interests of
Owner. Further, Construction Contractor acknowledges that (i) it has represented to Owner that it
has specific expertise in the planning, management and construction of school facilities, and
(ii) that such representation is a material inducement to Owner to enter into the Contract.
Notwithstanding anything to the contrary in the Contract Documents, Construction Contractor is
fully responsible to Owner for all duties of Construction Contractor under the Contract
Documents, including the construction means, methods, techniques, sequences and procedures in
performing the Work, for initiating, maintaining and supervising all safety precautions and
programs in connection with the performance of the Contract despite Construction Contractor’s
delegation of the responsibility therefor to any of its subcontractors. In addition, if the Work
required under the Contract Documents requires Construction Contractor to subcontract with any
party to provide any professional services constituting the practice of architecture, design, or
engineering, Construction Contractor shall be directly responsible to Owner for any portion of the
Work so required. In no event shall Owner be deemed to have control over, charge of, or any
responsibility for construction means, methods, techniques, sequences or procedures or for safety
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precautions and programs in connection with the Work, notwithstanding any of the rights and
authority granted Owner in the Contract Documents. Upon issuance of Construction Notice to
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Proceed, Construction Contractor further agrees to attend the first available training session
provided by DeKalb County School District, Building Code Compliance Office at no cost and is
obligated to ensure that representatives from each of the various trades who are involved in the
inspection process attend the training session as well.
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B. Wherever the terms of the Contract refer to some action, consent, or approval
(excluding approvals of Change Orders, Construction Change Directive or amendments to the
Contract) to be provided by Owner or some notice, report or document is to be provided to Owner,
such reference to “Owner” shall mean Owner, Owner’s staff, or Owner’s designee (to the extent
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such designee has been expressly authorized by Owner in writing), unless otherwise stated herein.
C. Owner may utilize the services of a Program Manager to assist it with the
management of the design and construction of the Project. In the event Owner does utilize the
services of a Program Manager with respect to this Project, Owner shall notify Construction
Contractor in writing of such decision and the Program Manager shall be deemed to be an Owner
designee as referenced in Subsection 3.B. above. Further, to the extent Construction Contractor is
required to name Owner as an additional insured under any insurance policy to be maintained by
Construction Contractor pursuant to the terms of the Contract Documents, Construction Contractor
shall cause the Program Manager to also be named as an additional insured party under all such
policies. The Program Manager shall be Owner’s representative with respect to the Project, with
authority to transmit instructions, receive information, and interpret and define Owner’s policies
and decisions with respect to the Work. However, except as may be otherwise expressly
authorized in writing by Owner, the Program Manager is not authorized on behalf of Owner to
issue any verbal or written orders or instructions to Construction Contractor that would have the
effect, or be interpreted to have the effect, of amending or modifying the terms or conditions of
the Contract Documents or modifying or amending in any way whatever the: (1) scope or quality
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of Work to be performed and provided by Construction Contractor as set forth in the Contract
Documents; (2) the time within which Construction Contractor is obligated to complete the Work;
or (3) the amount of compensation Owner is obligated or committed to pay Construction
Contractor as set forth in the Contract Documents. Construction Contractor hereby designates
________________________ as its Project Manager, with full authority to bind and obligate
Construction Contractor on all matters arising out of or relating to the Work or the Contract
Documents. Construction Contractor shall ensure that the Project Manager devotes whatever
time is required to satisfactorily manage the Work and Construction Contractor will provide for
such required amount of time in the Itemized General Conditions Expenses Attachment to be
attached to the GMP Amendment. The Project Manager shall not be removed or replaced by
Construction Contractor without Owner’s prior written approval, which approval shall not be
unreasonably withheld.
D. Construction Contractor shall be acting as an independent contractor at all times
during the performance of the Work and no provision in the Contract shall create an employment
or agent relationship between the parties.
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E. Construction Contractor represents and warrants the following to Owner (in
addition to any other representations and warranties contained in the Contract Documents) as an
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inducement to Owner to execute this Agreement, which representations and warranties shall
survive the execution and delivery of this Agreement, any termination of this Agreement and the
final completion of the Work: (i) that it and, to the best of its knowledge, its subcontractors are
financially solvent and possessed of sufficient working capital to complete the Work and perform
all obligations hereunder; (ii) that it is authorized to do business in the State in which the Project
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is located and is properly licensed by all necessary governmental and public and quasi public
authorities having jurisdiction over it and over the Work and the Project; (iii) that its execution of
this Agreement and all of the Contract Documents, and its performance thereof is within its duly
authorized power; (iv) that its duly authorized representative has visited, or prior to the submission
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of Construction Contractor’s guaranteed maximum price proposal, will have visited the site of the
Project and is, or prior to the submission of the guaranteed maximum price proposal will be,
familiar with the local and special conditions under which the Work is to be performed and has,
or prior to the submission of the guaranteed maximum price proposal will have, correlated onsite
observations with the requirements of the Contract Documents; and (v) that it possesses a high
level of experience and expertise in the construction of projects of the size, complexity and nature
of this particular Project and that it will perform the Work with the care, skill and diligence of such
a contractor/construction manager.
Section 4. Contract Amount
In consideration of the full and faithful performance by Construction Contractor of the
covenants in the Contract, Owner agrees to pay, or cause to be paid, to Construction Contractor
the following amounts (herein “Contract Amount”), in accordance with the terms of the Contract:
A. Pre-Construction Phase Services. For all Pre-Construction Phase Services,
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including providing value engineering services, reviewing Construction Documents for
constructability, assisting and meeting with Design Professional during the various design phases,
and preparing cost estimates, Construction Contractor shall receive the fixed amount of
($ ) as the total lump sum compensation for its
services. Additionally, Construction Contractor shall receive reimbursement, without mark-up, for
actual amounts incurred by Construction Contractor for the reimbursable expense items specified
in the Pre-Construction Phase Services Reimbursable Expense Proposal attached hereto and
incorporated herein as Exhibit , , up to the “not to exceed amounts” specified for such items
in Exhibit .. Monthly installment payments of the total lump sum compensation and
reimbursement for reimbursable expense items specified on Exhibit (subject, however, to the
“not to exceed” caps on such items) shall be based upon the percent completion of the designated
portion of the Pre-Construction Phase Services for each particular month as determined by Owner
and an itemized statement of reimbursable expenses incurred for such month, respectively, and
Owner’s receipt of Construction Contractor’s written invoice for such payment. Construction
Contractor’s invoices shall be in a form reasonably acceptable to Owner and be accompanied by
such other information, documentation, and materials as Owner may reasonably require. The final
invoice shall not be submitted until either (i) the GMP Amendment is executed for the entire Work,
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or (ii) the parties fail to reach agreement on the GMP Amendment and Owner elects to terminate
the Contract as provided in Section 4.B hereafter, whichever occurs first.
K.
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Construction Phase Services. With respect to the Construction Phase Services to
be provided by Construction Contractor hereunder, Owner shall reimburse Construction
Contractor for the Cost of the Work (hereinafter defined), and pay Construction Contractor a fixed
Construction Management Fee calculated as a percentage based on the estimated Cost of the
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Work. The Construction Management Fee and Cost of Work shall be estimated at the time the
GMP (hereinafter defined) is initially adopted by the parties. The “Construction Management
Fee” shall be Construction Contractor’s total compensation for all overhead not reimbursable as
Cost of the Work under Section 5.A. below, as well as Construction Contractor’s total profit for
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Construction Phase Services. Within forty-five (45) days after the Owner’s deems the
Construction Documents sufficiently completed by the Design Professional and approved in
writing by Owner, Construction Contractor agrees to provide Owner with a guaranteed maximum
price proposal for the total sum of the Construction Management Fee plus the Cost of the Work.
To the extent that the Construction Documents are anticipated to require further development by
Design Professional, Construction Contractor shall provide in the guaranteed maximum price
proposal for such further development consistent with the Contract Documents and reasonably
inferable therefrom such that the guaranteed maximum price shall not be adjusted as a result of
such further development of the Construction Documents. Such further development to be
included in the guaranteed maximum price proposal does not include such things as changes in
scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required,
shall be incorporated by Change Order, Construction Change Directive or other method of
adjustment available to Owner under the Contract Documents. The guaranteed maximum price
proposal shall be based upon the previous cost estimates provided by Construction Contractor in
its response to a request for qualifications issued by the Owner. Further, the proposal shall be
broken down into the categories and level of detail required by Owner. Construction Contractor
agrees that all of its books, records and files, with respect to its development of the guaranteed
maximum price proposal, shall be open to Owner for review and copying. The final guaranteed
5
maximum price (“GMP”) mutually agreed upon by Owner and Construction Contractor shall be
set forth in the GMP Amendment. The form for GMP Amendment is attached hereto as Exhibit
M. Construction Contractor shall provide a detailed breakdown in a format acceptable to Owner
of its guaranteed maximum price proposal, as well as for the GMP. For each line item in the GMP,
Construction Contractor shall develop and maintain a written report which identifies and explains
all variances and deviations from the bid amount originally submitted for that line item, to the final
line item price incorporated into the GMP. Construction Contractor guarantees that, in no event,
shall the Construction Management Fee and the total Cost of the Work exceed the GMP, as the
GMP may be adjusted pursuant to the terms herein for Change Orders and Construction Change
Directives. To the extent the Construction Management Fee and Cost of the Work exceed the
GMP, Construction Contractor shall bear such costs in excess of the GMP without reimbursement
or additional compensation from Owner. In the event Construction Contractor and Owner fail to
reach an agreement on the GMP, Owner may elect to terminate the Contract. In the event of any
such termination, Construction Contractor shall be entitled to receive that portion of the Contract
Amount attributable to the Pre-Construction Phase Services earned through the date of termination
plus that portion of any earned compensation associated with any Construction Phase Services
provided, to the extent such services were expressly approved in advance in writing by Owner.
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Notwithstanding the foregoing, Construction Contractor shall not be entitled to any further or
additional compensation from Owner, including damages or lost profits on portions of the Work
not performed.
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Section 5. Cost of Work
A. Costs to be Reimbursed. The term Cost of the Work shall mean all costs
necessarily and reasonably incurred by Construction Contractor in the proper performance of the
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Construction Phase Services portion of the Work. Cost of the Work shall not include any costs
ore expenses incurred by the Construction Contractor related to or incurred during the performance
of the Pre-Construction Phase Services. Such costs shall be incurred at rates not higher than the
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standard industry rates paid at the place of the Project except with the prior written consent of
Owner only after Construction Contractor has provided sufficient support in writing that
exceptional circumstances exist, which justify the payment of rates higher than the standard. Items
of Work not included in this Subsection 5.A. are compensable only as part of the Construction
Management Fee and are otherwise not reimbursable. The Cost of the Work shall include only
those items set forth below in this Subsection 5.A:
1. Labor Costs.
a. Wages of construction workers directly employed by Construction
Contractor to perform the construction of the Work at the Project
site or, with Owner’s written agreement, at off-site workshops.
Costs to be reimbursed will be the actual wages paid to the
individuals performing the work.
b. Wages or salaries of Construction Contractor’s supervisory and
administrative personnel who are stationed at the Project site with
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Owner’s written agreement.
c. Wages and salaries of Construction Contractor’s supervisory and
administrative personnel engaged at factories, workshops or on the
road in expediting the production or transportation of materials or
equipment required for the Work, but only for that portion of their
time required for the Work and only with Owner’s written
agreement as in Subsection 5.A.1.b above.
d. The parties hereby establish the fixed markup rate of
percent (%) for all labor burden, including all taxes, insurance
(except workers compensation and general liability), contributions,
assessments and benefits required by law and collective bargaining
agreements and, for personnel not covered by such agreements,
customary benefits such as sick leave, medical and health benefits,
holidays, vacations and pensions, provided such markup is to apply
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only upon those wages and salaries included in the Cost of the Work
under Subsections 5.A.1.a through A.1.c, above. Further, such labor
burden shall not include amounts for items specified in Subsection
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5.B.3 that are to be excluded from the Cost of the Work.
Construction Contractor’s “General Conditions” expenses, that are to be more particularly
itemized in an Attachment to the GMP Amendment and incorporated therein by reference, are a
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lump sum to be paid as the Work progresses with each Application for Payment based on the
percentage of completion. Many of the labor costs itemized in this Subsection 5.A.1 are included
in General Conditions’ expenses, whether or not specifically noted as such, and are not to be billed
separately. Construction Contractor shall promptly report to Owner any occasion in which the
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labor/payroll rates paid to personnel is lower than the estimated price included in the GMP
Attachment for the General Conditions expense. Further, Owner reserves the right to audit
Contractor’s payroll. And Construction Contractor shall promptly make available to Owner all
records necessary for such purpose.
2. Subcontract Costs. Payments made by Construction Contractor to
subcontractors in accordance with the requirements of the applicable
written subcontracts.
3. Cost of Materials and Equipment Incorporated into the Completed
Construction.
a. Costs, including transportation, of materials and equipment
incorporated or to be incorporated in the completed construction.
b. Costs of materials described in Subsection 5.A.3.a, above, in excess
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of those actually installed but required to provide reasonable
allowance for waste and for spoilage. Unused excess materials, if
any, shall be handed over to Owner at the completion of the Work
or, at Owner’s option, shall be sold by Construction Contractor;
amounts realized, if any, from such sales, shall be credited to Owner
as a deduction from the Costs of the Work.
4. Costs of Other Materials and Equipment, Temporary Facilities and
Related Items.
a. Costs, including transportation, installation, maintenance,
dismantling and removal, of materials, supplies, temporary facilities
(including project field offices, furniture and fixtures), temporary
utilities, machinery, equipment, and hand tools not customarily
owned by the construction workers, which are provided by
Construction Contractor at the Project site and fully consumed in the
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performance of the Work; and costs less salvage value on such items
if not fully consumed, whether sold to others or retained by
Construction Contractor.
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b. Rental charges, at standard industry rates for the area, for temporary
facilities, machinery, equipment, and hand tools not customarily
owned by the construction workers, which are provided by
Construction Contractor at the Project site, whether rented from
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Construction Contractor or others, and costs of transportation,
installation, minor repairs and replacements, dismantling and removal
thereof. Rates and quantities of all equipment rented, whether from
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Construction Contractor or others, shall be subject to Owner’s prior
written approval.
c. Cost of removal and proper disposal of debris from the Project site.
d. Costs of telegrams, long distance telephone calls, postage and parcel
delivery charges and telephone service at the Project site and
reasonable petty cash expenses of the Project site office.
e. That portion of the reasonable travel and subsistence expenses of
Construction Contractor’s personnel, assigned to the Project site,
incurred while traveling outside of the Atlanta/DeKalb County
metropolitan area in discharge of duties connected with the Work,
provided all of such expenses and charges shall be subject to the
prior written approval of Owner.
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5. Miscellaneous Costs.
a. That portion of any separate premiums for (i) bonds directly
attributable to the Contract, and (ii) any additional insurance
coverages which are purchased by Construction Contractor, with
Owner’s prior written approval, beyond the level of coverage specified
herein.
b. Sales, use or similar taxes imposed by a governmental authority
which are related to the Work and for which Construction
Contractor is liable.
c. Fees and assessments for the building permit and for other permits,
licenses and inspections for which Construction Contractor is required
by the Contract Documents to pay.
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d. Fees of testing laboratories for tests required by the Contract
Documents, except those related to defective or nonconforming
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Work for which reimbursement is excluded pursuant to the terms of the
Contract.
e. Royalties and license fees paid for the use of a particular design,
process or product required by the Contract Documents.
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f. Deposits lost for causes other than Construction Contractor’s fault or
negligence.
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g. Legal, mediation and arbitration costs, other than those arising from
disputes between Owner and Construction Contractor, reasonably
incurred by Construction Contractor in performance of the Work and
with Owner’s prior written consent, said consent to be given or denied
in Owner’s sole discretion.
h. Costs reasonably incurred in repairing or correcting damage or
nonconforming Work executed by Construction Contractor, or its
subcontractors or suppliers, provided that such damage or
nonconforming Work was not caused by (i) the negligence or failure to
fulfill a specific responsibility of Construction Contractor to Owner
set forth in the Contract Documents, or (ii) Construction
Contractor’s foremen, engineers, superintendents or other supervisory,
administrative or managerial personnel, or (iii) the failure of
Construction Contractor’s personnel to supervise adequately those
portions of the Work to be performed by Construction Contractor’s
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subcontractors or suppliers, and only to the extent that the cost of
repair or correction is not recoverable by Construction Contractor from
(i) insurance or bonds, (ii) any of the subcontractors or suppliers, or (iii)
some other appropriate source.
6. Other Costs. Other costs necessarily and reasonably incurred in
performance of the Work if and to the extent approved in advance in writing
by Owner.
B. Costs Not To Be Reimbursed. The Cost of the Work shall not include the
following items:
1. Salaries and other compensation of Construction Contractor’s personnel
stationed at Construction Contractor’s principal office or offices other than
the Project site office.
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2. Expenses of Construction Contractor’s principal office and offices other
than the Project site office.
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3. Discretionary bonuses, incentive compensation and other discretionary
payments paid to anyone hired by Construction Contractor or paid to any
subcontractor or supplier.
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4. Overhead and general expenses, except as may be expressly included in
Subsection 5.A. above.
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5. Construction Contractor’s capital expenses, including interest on
Construction Contractor’s capital employed for the Work.
6. Rental costs of machinery and equipment, except as specifically provided
in Subsection 5.A.4.b. above.
7. Except as expressly provided in Subsection 5.A.5.h. above or otherwise
expressly agreed to in writing by Owner, costs due to the fault or negligence
of Construction Contractor, subcontractors, anyone directly or indirectly
employed by any of them, or for whose acts any of them may be liable,
including costs for the correction of damaged, defective, or nonconforming
Work, disposal and replacement of materials and equipment incorrectly
ordered or supplied, and repairing or remedying damage to property not
otherwise included in the Work.
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8. Any costs not specifically and expressly described in Subsection 5.A.
above.
9. Costs which would cause the GMP to be exceeded (as the GMP may be
adjusted pursuant to the terms herein for Change Order and Construction
Change Directive).
C. Discounts, Rebates and Refunds.
1. Cash discounts obtained on payments made by Construction Contractor
shall accrue to Owner if (i) before making the payment, Construction
Contractor included them in an application for payment and received
payment therefor from Owner, or (ii) Owner has deposited funds with
Construction Contractor with which to make payments; otherwise, cash
discounts shall accrue to Construction Contractor. Trade discounts, rebates,
refunds and amounts received from sales of surplus materials and
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equipment shall accrue to Owner, and Construction Contractor shall make
provisions so that they can be secured. Construction Contractor shall use
its best efforts to obtain for the benefit of Owner all available discounts,
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rebates and refunds.
2. Amounts which accrued to Owner in accordance with the provisions of
Subsection 5.C.1. above shall be credited to Owner as a deduction from the
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Cost of the Work.
Section 6. Bonds
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A. Within ten (10) business days after the GMP is agreed to by Owner and
Construction Contractor and before any portion of the Construction Phase Work to be covered by
such bonds is commenced, Construction Contractor shall provide Owner with a Performance Bond
and a Payment Bond (together, the “Bonds”), in the form prescribed in Exhibits C and D, in the
amount of one hundred percent (100%) of the total sum of the GMP, the costs of which are to be
paid by Construction Contractor and reimbursed in accordance with Subsection 5.A.5.(a). The
Performance and Payment Bonds must comply with the following provisions and must be
otherwise acceptable to Owner, in its sole discretion:
1. The Bonds must be underwritten by a surety company which has a currently
valid Certificate of Authority issued by the State of Georgia, Department of
Insurance, authorizing it to write surety bonds in the State of Georgia.
2. The surety company shall have currently valid Certificate of Authority
issued by the United States Department of Treasury under Sections 9304 to
9308 of Title 31 of the United States Code.
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3. The surety company shall be in full compliance with the provisions of the
Georgia Insurance Code.
4. The surety company shall have at least twice the minimum surplus and
capital required by the Georgia Insurance Code at the time the invitation to
bid is issued.
5. The Bonds must be fully performable in Georgia, with service and venue in
DeKalb County, Georgia.
6. If the GMP exceeds Five Hundred Thousand and No/100 ($500,000.00), the
surety company shall also comply with the following provisions:
a. The surety company shall have at least the following minimum
ratings in the latest issue of Best’s Key Rating Guide:
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REQUIRED
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CONTRACT RATING RATING
$ 500,000 to 1,000,000 A CLASS IV
1,000,000 to 2,500,000 A CLASS V
2,500,000 to 5,000,000 A CLASS VI
5,000,000 to 10,000,000 A CLASS VII
10,000,000 to 25,000,000 A CLASS VIII
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25,000,000 to 50,000,000 A CLASS IX
50,000,000 to 75,000,000 A CLASS X
b. The surety company shall not expose itself to any loss on any one
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risk in an amount exceeding ten percent (10%) of its surplus to
policyholders, provided:
(1) Any risk or portion of any risk being reinsured shall be
deducted in determining the limitation of the risk as
prescribed in this section. These minimum requirements
shall apply to the reinsuring carrier, provided authorization
or approval by the State of Georgia, Department of Insurance
to do business in this State have been met.
(2) In the case of a surety insurance company, in addition to the
deduction for reinsurance, the amount assumed by any co-
surety, the value of any surety deposited, pledged or held
subject to the consent of the surety and for the protection of
the surety shall be deducted.
B. If the surety for any bond furnished by Construction Contractor is declared
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bankrupt, becomes insolvent, its right to do business is terminated in the State of Georgia, or it
ceases to meet the requirements imposed by the Contract Documents, Construction Contractor
shall, within five (5) calendar days thereafter, substitute another bond and surety, both of which
shall be subject to the minimum requirements noted above and Owner’s prior written approval.
Section 7. Contract Time and Liquidated Damages
A. Time is of the essence in the performance of the Work under the Contract. The
“Pre-Construction Commencement Date” shall be established in a written “Notice to Proceed”
to be issued by Owner. Construction Contractor shall commence the Pre-Construction Phase
Services portion of the Work within five (5) calendar days after the Pre-Construction Phase
Commencement Date. Any Work performed by Construction Contractor prior to the Pre-
Construction Phase Commencement Date shall be at the sole risk and expense of Construction
Contractor. The “Construction Phase Commencement Date” shall be established in GMP
Amendment. Construction Contractor shall commence the Construction Phase Services portion
of the Work within five (5) calendar days after the Construction Phase Commencement Date. No
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portion of the Work, with respect to the Construction Phase Services to be provided hereunder,
shall be performed prior to the Construction Phase Commencement Date, unless expressly
approved in advance by Owner in writing. The total period of time beginning with the
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Construction Phase Commencement Date and ending on the date of Substantial Completion,
hereinafter defined, of the Work is referred to hereafter as the “Contract Time”. The Contract
Time is set forth with more specificity in Subsection 7.B below.
B. Because the Work is to be completed in two phases, the timely completion of the
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Pre-Construction Phase Services is critical to the timely completion of the Construction Phase
Services and, therefore, completion of the entire Project. Accordingly, Construction Contractor
agrees to provide the Pre-Construction Phase Services in accordance with the design schedule
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approved by Owner in writing. With respect to the Construction Phase Services, the GMP
Amendment shall include a schedule of dates outlining when each portion of the Work associated
with the Construction Phase Services must be deemed substantially completed by Construction
Contractor. That Substantial Completion date shall be established in terms of calendar days after
the Construction Phase Commencement Date. In the event Construction Contractor and Owner
fail to reach an agreement on the Contract Time and the Substantial Completion date, Owner may
elect to terminate the Contract. In the event of any such termination, Construction Contractor shall
be entitled to receive that portion of the Contract Amount attributable to the Pre-Construction
Phase Services earned to the date of termination plus that portion of any earned compensation
associated with any Construction Phase Services provided, to the extent such services were
expressly approved in advance in writing by Owner. Notwithstanding the foregoing, Construction
Contractor shall not be entitled to any further or additional compensation from Owner, including
damages or lost profits on portions of the Work not performed. “Substantial Completion” of the
Work shall be achieved when the Work has been completed to the point where Owner can lawfully
occupy or utilize the Work for its intended purpose under a Certificate of Occupancy or
Conditional Certificate of Occupancy (with conditions acceptable to Owner in its sole discretion)
or their equivalent. Design Professional shall certify the date Substantial Completion of the Work
is achieved. If Owner has designated portions of the Work to be turned over to Owner prior to
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Substantial Completion of the entire Work, Design Professional shall certify the date as to when
Substantial Completion of such designated portions of the Work have been achieved. The entire
Work shall be fully completed and ready for final acceptance by Owner within One Hundred
Twenty (120) calendar days after the Substantial Completion date, or within One Hundred Twenty
(120) calendar days after Construction Contractor’s receipt of the punch list, whichever date occurs
last (“Final Completion Date”).
C. Owner and Construction Contractor recognize that, since time is of the essence for
the Contract, Owner will suffer financial loss if the Construction Contractor fails to achieve
Substantial Completion of the Work associated with the Construction Phase within the time
specified in the GMP Amendment, as said time may be adjusted as provided for herein. In such
event, the total amount of Owner’s damages, will be difficult, if not impossible, to definitely
ascertain and quantify because this is a public construction project that will, when completed,
benefit the public and enhance the delivery of valuable education to the public, in DeKalb County,
Georgia. It is hereby agreed that it is appropriate and fair that Owner receive liquidated damages
from Construction Contractor, if Construction Contractor fails to achieve Substantial Completion
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of the Work within the required Contract Time. Should Construction Contractor fails to achieve
Substantial Completion of the Work within the Contract Time, Owner shall be entitled to assess,
as liquidated damages, but not as a penalty, a daily rate described herein for each calendar day the
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Construction Manager fails to achieve Substantial Completion. Liquidated damages will be
assessed at a daily rate of the sum indicated at Exhibit “F” attached hereto and by reference made
a part hereof. Construction Contractor hereby expressly waives and relinquishes any right which
it may have to seek to characterize the above noted liquidated damages as a penalty, which the
parties agree represents a fair and reasonable estimate of Owner’s actual damages at the time of
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contracting if Construction Contractor fails to achieve Substantial Completion of the Work within
the Contract Time. Owner may deduct liquidated damages prescribed in this subsection from
any unpaid amounts then or thereafter due Construction Contractor under the Contract and any
liquidated damages not so deducted shall be payable to Owner by Construction Contractor upon
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demand by Owner plus interest from the date of demand at the maximum legal rate of interest until
paid. It is further mutually understood and agreed that Owner's assessment of liquidated
damages for delays is intended to compensate Owner solely if Construction Contractor fails to
achieve Substantial Completion of the Work within the Contract Time and shall not release
Construction Contractor from liability from any other breach of Contract requirements. If the
liquidated damages set forth herein are deemed unenforceable for any reason, Owner instead shall
be entitled to recover those actual delay damages that it sustained as a result of Construction
Contractor’s failure to achieve Substantial Completion of the Work.
D. When any period of time is referenced by days herein, it shall be computed to
exclude the first day and include the last day of such period. If the last day of any such period falls
on a Saturday or Sunday or on a day made a legal holiday by the laws of Georgia, such day shall
be omitted from the computation, and the last day shall become the next succeeding day which is
not a Saturday, Sunday or legal holiday. “Days” means consecutive calendar days unless a
contrary intent is specifically indicated with regard to any reference to the word “days”. The term
“business day” as used herein shall mean all days of the week excluding Saturdays, Sundays and
all legal holidays observed by Owner.
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E. Construction Contractor shall not be allowed to perform work at the Project site or
any other school properties on dates designated on the School Calendars attached hereto and
incorporated herein as composite Exhibit O as standardized assessment testing days or days when
the schools or Owner’s district offices are closed. Construction Contractor must obtain prior
written approval from Owner, which approval Construction Contractor acknowledges may not be
provided by Owner depending upon the particular circumstances, before performing any Work on
these designated dates.
Section 8. Exhibits Incorporated
The following documents are expressly agreed to be incorporated by reference and made a
part of this Agreement.
Exhibit A: General Terms and Conditions
Exhibit B: Supplemental Terms and Conditions
Exhibit C: Form of Payment Bond
Exhibit D: Form of Performance Bond
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Exhibit E: Insurance Requirements
Exhibit E-1: Endorsement to Builders Risk
Exhibit F: Liquidated Damages
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Exhibit G: Contractor and Subcontractor Affidavit
Exhibit H: Form of Release and Affidavit
Exhibit I: Form of Construction Contractor Application for Payment
Exhibit J: Form of Change Order
Exhibit J1: Project Closeout Checklist
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Exhibit K: Master Project Schedule Milestones
Exhibit L: Construction Contractor’s Staffing Schedule
Exhibit L1: Pre-construction Phase Services Reimbursable Expense Proposal
Exhibit M: GMP Amendment to Agreement between Owner and Construction
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Contractor
Exhibit N: Certificate of Insurance Form
Exhibit O: School Calendars
Section 9. Notices
A. All notices, consents, or approvals required or permitted to be given under the terms
of the Contract shall be in writing and shall be sent by: (a) FedEx or other nationally recognized
overnight air courier service, postage prepaid, for next business day delivery, or (b) hand delivery,
to the notice address of the respective parties set forth below in Subsection 9.B or 9.C, as
applicable. Notice given in accordance with this Section 9 shall be effective on the earlier of the
day actually received, if received on a business day (or, if not received on a business day, on the
first business day after the day of receipt) or, regardless of whether or not received after the dates
specified below, (i) on the date of delivery or refusal of delivery, if by hand delivery, or (ii) on the
first business day after having been delivered to a nationally recognized overnight air courier
service, such as FedEx, for “next business day” delivery in each case addressed to the respective
party at the address for notice to the party specified in Subsection 9.B or 9.C, as applicable, below.
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B. Notices, consents or approvals required or permitted to be given to Owner shall be
delivered to Owner at:
DeKalb County School District
Sam A. Moss Service Center
1780 Montreal Road
Tucker, Georgia 30084
C. Notices, consents or approvals required or permitted to be given to Construction
Contractor shall be delivered to Construction Contractor at:
_______________________________________
ATTENTION: ________________
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Fax No.:_____________________________
D.
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Either party may change its above noted address by giving written notice to the
other party in accordance with the requirements of this Section.
Section 10. Modification
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No modification or amendment to the Contract shall be valid or binding upon the parties
unless in writing and executed by the party or parties intended to be bound by it.
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Section 11. Successors and Assigns
Subject to other provisions hereof, the Contract shall be binding upon and shall inure to the
benefit of the successors and permitted assigns of the parties to the Contract.
Section 12. Governing Law
The Contract shall be interpreted under and its performance governed by the laws of the
State of Georgia, without regard to its choice of law provisions.
Section 13. No Waiver
The failure of Owner to enforce at any time or for any period of time any one or more of
the provisions of the Contract shall not be construed to be and shall not be a waiver of any such
provision or provisions or of its right thereafter to enforce each and every such provision. Further,
the failure of Owner to insist, in any one or more instances, upon the performance of any of the
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terms, covenants or conditions of the Contract, or to exercise any right herein, shall not be
construed as a waiver or relinquishment of such term, covenant, condition or right as respects
further performance. Waiver by Owner of a breach of any provision of the Contract shall not be
deemed to be a waiver of any other breach and shall not be construed to be a modification of the
terms of the Contract. No approval, consent or waiver by Owner shall be effective unless it is in
writing and then only to the extent specifically stated.
Section 14. Entire Agreement
The Contract comprises the full and entire agreement between the parties affecting the
Work contemplated, and no other agreement or understanding of any nature concerning the same
has been entered into or will be recognized, and all negotiations, acts, work performed, or
payments made prior to the execution hereof shall be deemed merged in, integrated and superseded
by the Contract.
Section 15. Severability
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Should any provision of the Contract be determined by a court to be unenforceable, such a
determination shall not affect the validity or enforceability of any other section or part thereof.
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Section 16. Construction
Unless the context of this Agreement otherwise clearly requires, references to the plural
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include the singular, references to the singular include the plural. The term “including” is not
limiting, and the terms “hereof”, “herein”, “hereunder”, and similar terms in this Agreement refer
to this Agreement as a whole and not to any particular provision of this Agreement, unless stated
otherwise. The headings of the Articles, Sections, Paragraphs, Schedules, Exhibits and
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Attachments as contained in the Contract are for the purpose of convenience only and shall not be
deemed to expand, limit or change the provisions in such Articles, Sections, Paragraphs,
Schedules, Exhibits and Attachments. Additionally, the parties hereto acknowledge that they have
carefully reviewed this Agreement and have been advised by counsel of their choosing with respect
thereto, and that they understand its contents and agree that this Agreement shall not be construed
more strongly against any party hereto, regardless of who is responsible for its preparation. The
remedies granted to Owner in the Contract are cumulative and not in limitation of any other rights
and remedies of Owner at law or in equity.
Section 17. Counterparts
This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s)
indicated below:
OWNER: CONTRACTOR:
DEKALB COUNTY BOARD OF EDUCATION
By: _________________________________ By: _________________________________
[SIGNATURE] [SIGNATURE]
Dr. Melvin Johnson, Board Chairperson____ _________________________________
[TYPED NAME & TITLE] [TYPED NAME & TITLE]
By: _________________________________
[SIGNATURE]
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Dr. R. Stephen Green, Superintendent_____
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[TYPED NAME & TITLE]
DeKalb County Board of Education________ ____________________________________
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1701 Mountain Industrial Boulevard______ ____________________________________
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Stone Mountain, GA 30083______________ ____________________________________
[ADDRESS]
____________________________________ ____________________________________
[DATE OF EXECUTION] [DATE]
Joshua L. Williams, Chief Operations Officer
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EXHIBIT A
GENERAL TERMS AND CONDITIONS
1. INTENT OF CONTRACT DOCUMENTS
1.1 It is the intent of the Contract Documents to describe a functionally complete project
(or portion thereof) to be constructed in accordance with the Contract Documents. Any work,
materials or equipment that may reasonably be inferred from the Contract Documents as being
required to produce the intended result shall be supplied whether or not specifically called for in
the Contract Documents. If the Contract Documents include words or terms that have a
generally accepted technical or industry meaning, then such words or terms shall be interpreted to
have such standard meaning unless otherwise expressly noted in the Contract Documents.
Reference to standard specifications, manuals or codes of any technical society, organization or
association or to the laws or regulations of any governmental authority having jurisdiction over
the Project, whether such reference be specific or by implication, shall mean the latest standard
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specification, manual, code, law or regulation in effect at the time the Construction Documents
are permitted, except as may be otherwise specifically stated in the Contract Documents;
provided, however, in the event the standard specification, manual, code, law or regulation is
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changed after the GMP Amendment has been executed by the parties, Construction Contractor
shall be entitled to a Change Order equitably adjusting the Contract Amount and/or Contract Time
to the extent such change materially impacts the Contract Time and/or Contract Amount.
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1.2 If during the performance of the Work, Construction Contractor discovers a
conflict, error or discrepancy in the Contract Documents, Construction Contractor immediately
shall report same to Design Professional and Program Manager in writing, and before proceeding
with the Work affected thereby, shall obtain a written interpretation or clarification from
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Design Professional. Prior to commencing each portion of the Work, Construction Contractor shall
first take all necessary field measurements and verify the applicable field conditions. After taking
such measurements and verifying such conditions, Construction Contractor shall carefully
compare such measurements and conditions with the requirements of the Contract Documents,
taking into consideration all other relevant information known to Construction Contractor, for the
purpose of identifying and bringing to Owner’s attention all conflicts or discrepancies with the
Contract Documents.
1.3 Drawings are intended to show general arrangements, design and extent of Work
and are not intended to serve as shop drawings. Specifications are separated into divisions
for convenience of reference only and shall not be interpreted as establishing divisions for the
Work, trades, subcontracts or extent of any part of the Work. In the event of a discrepancy
between or among the drawings, specifications or other Contract Document provisions,
Construction Contractor shall be required to immediately notify Design Professional and Project
Manager and, absent contrary instruction from Owner, comply with the provision which is the
more restrictive or stringent requirement upon Construction Contractor, as determined by
Owner. Unless otherwise specifically mentioned, all anchors, bolts, screws, fittings, fillers,
hardware, accessories, trim and other parts required in connection with any portion of the Work
to make a complete, serviceable, finished and first quality installation shall be furnished and
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installed as part of the Work, whether or not called for by the Contract Documents.
1.4 In the event of conflicts or discrepancies among the Contract Documents,
Construction Contractor shall proceed with the Work that is unaffected by the conflict or
discrepancy and interpretations of the conflict will be based upon the following Contract
Documents, which are set forth and ranked in order of precedence:
1.4.1 Duly executed amendments, Change Orders and Construction Change
Directives, with those of a later date having precedence over those of an
earlier date;
1.4.2 Supplemental Terms and Conditions attached to the Agreement as Exhibit
B;
1.4.3 The Agreement, not including the Exhibits, which are addressed above and
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Below;
1.4.4 These General Terms and Conditions;
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1.4.5 The other Exhibits to the Agreement; and
1.4.6 All other Contract Documents, if any.
1.5 The Contract Documents shall not be construed to create a contractual relationship
of any kind between any persons or entities other than Owner and Construction Contractor, with
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the exception of Owner’s third party beneficiary rights under Contractor’s agreements with its
subcontractors and suppliers.
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2. INVESTIGATION AND UTILITIES
2.1 Construction Contractor shall have the sole responsibility of satisfying itself concerning
the nature and location of the Work and the general and local conditions, and particularly, but
without limitation, with respect to the following: those affecting transportation, access, legal
disposal, handling and storage of materials; availability and quality of labor; water and electric
power; availability and condition of roads; work area; living facilities; climatic conditions and
seasons; physical conditions at the work-site and the Project area as a whole; topography and ground
surface conditions; nature and quantity of the surface materials to be encountered; subsurface
conditions; equipment and facilities needed preliminary to and during performance of the
Work; noise ordinances; work hours; surrounding building conditions and all other costs
associated with such performance. If Construction Contractor fails to perform the foregoing
obligations, Construction Contractor shall pay such costs and damages to Owner as would have
been avoided if Construction Contractor had performed such obligations. The failure of
Construction Contractor to acquaint itself with any applicable conditions shall not relieve
Construction Contractor from any of its responsibilities to perform under the Contract Documents,
nor shall it be considered the basis for any claim for additional time or compensation.
2.2 Construction Contractor shall locate all existing roadways, railways, drainage facilities
and utility services above, upon, or under the Project site, said roadways, railways, drainage
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facilities and utilities being referred to in this Section 2 as the “Utilities”. Construction Contractor
shall contact the owners of all Utilities to determine the necessity for relocating or temporarily
interrupting any Utilities during the construction of the Project. Construction Contractor shall
schedule and coordinate its Work around any such relocation or temporary service interruption.
Construction Contractor shall be responsible for properly shoring, supporting and protecting all
Utilities at all times during the course of the Work. If Construction Contractor fails to perform the
foregoing obligations of this Section 2.2, Construction Contractor shall pay such costs and damages
to Owner as would have been avoided if Construction Contractor had performed such obligations.
2.3 If during the performance of the Work, Construction Contractor or any subcontractor,
sub-subcontractor, agent, employee or anyone else for whom Construction Contractor is
legally liable, causes a disruption to any Utilities service to other facilities or customers within the
Project area, Construction Contractor shall take all actions necessary and required to
immediately restore such Utilities service. If Construction Contractor fails to take such immediate
actions Owner shall have the right to take whatever actions it deems necessary and required to
immediately restore the disrupted services, and all costs incurred by Owner as a result thereof shall
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be reimbursed to Owner by Construction Contractor within five (5) business days of written
demand for same from Owner.
3. SCHEDULE
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3.1 Construction Contractor shall prepare and provide the various schedules set forth
in Exhibit B to the Agreement. Said schedules shall include an overall progress schedule for
the Project which not only includes the Pre-Construction Phase Services and Construction
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Phase Services to be provided by Construction Contractor hereunder, but also shall include
Design Professional’s performance schedules (“Master Project Schedule”).
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3.2 The Master Project Schedule and all other schedules required hereunder shall be
updated by Construction Contractor as often as is specified in Exhibit B to the Agreement.
The Master Project Schedule and all updates to it shall be subject to Owner’s and Design
Professional’s review and comment. Construction Contractor’s submittal of a satisfactory Master
Project Schedule and updates thereto and Owner’s acceptance of same shall be a condition
precedent to Owner’s obligation to pay Construction Contractor.
4. PROGRESS PAYMENTS
4.1 Construction Contractor’s monthly Applications for Payment shall be in such form
and contain such detail and backup and other information, documentation, and materials as
Owner reasonably may require. Prior to submitting its first monthly Application for Payment,
Construction Contractor shall submit to Owner and Design Professional, for their review
and approval, a Schedule of Values based upon the lump sum compensation to be paid
Construction Contractor for Pre-Construction Phase Services hereunder. After its approval by
Owner, that Schedule of Values shall be used as the basis for Construction Contractor’s
monthly Applications for Payment with respect to Pre-Construction Phase Services. The first
Application for Payment shall be submitted no earlier than thirty (30) days after the Pre-
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Construction Phase Commencement Date. The approved Schedule of Values shall be updated
to reflect current Change Orders and Construction Change Directives and submitted each month
to Design Professional along with a completed and notarized copy of the Application for
Payment form attached to the Agreement as Exhibit I.
4.2 At the time it submits its guaranteed maximum price proposal to Owner,
Construction Contractor also shall submit to Owner and Design Professional, for their review, a
revised Schedule of Values based upon the guaranteed maximum price proposal; all in C.S.I.
format, listing the major elements of the Work and the dollar value for each element and, if
required by Owner, broken down further into the major elements of the Work to be completed
during the various phases of the Work. That revised Schedule of Values, as further revised to
reflect the final negotiated GMP amount and as approved by Owner, will be attached to the GMP
Amendment and shall be used as the basis for Construction Contractor’s monthly Applications
for Payment thereafter. This revised Schedule of Values shall be updated for the current month
Change Orders and Construction Change Directives and submitted each month to Design
Professional along with a completed and notarized copy of the Application for Payment form
attached to the Agreement as Exhibit I.
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4.3 If payment is requested on the basis of materials and equipment not incorporated
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into the Project, but delivered and suitably stored at the site, the Application for Payment shall
also be accompanied by a bill of sale, invoice or other documentation warranting that Owner has
received the materials and equipment free and clear of all liens, charges, security interests and
encumbrances, together with evidence that the materials and equipment are covered by
appropriate property insurance and other arrangements to protect Owner’s interest therein, all of
which shall be subject to Owner’s satisfaction. Owner has the discretion whether or not to pay
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for such unincorporated materials.
4.4 Construction Contractor shall submit two (2) notarized original copies of its
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monthly Application for Payment to Design Professional on or before the twenty-fifth (25th)
day of each month for Work performed during the previous month. Invoices received after the
twenty-fifth (25th) day of each month shall be considered for payment as part of the next
month’s application. Within seven (7) calendar days after receipt of each Application for
Payment, Design Professional shall submit to Owner a Certificate for Payment in the amount
recommended by Design Professional as being due and owing Construction Contractor.
Owner shall pay Construction Contractor that portion of Design Professional’s Certificate for
Payment which Owner approves as being due and owing Construction Contractor within thirty
(30) calendar days of Owner’s receipt of the Certificate for Payment. General conditions and/or
general requirements will be paid based on the percentage of Work complete on site, with the
exception of Construction Contractor’s initial Application for Payment which may include the
reimbursement of costs for the Bonds.
4.5 Owner shall retain ten percent (10%) of that portion of the gross amount of each
monthly payment request certified by Design Professional and approved by Owner for payment,
until fifty percent (50%) completion of the Work. Upon fifty percent (50%) completion of the
Work, the amount of retainage thereafter withheld by Owner from subsequent payments shall be
reduced to five percent (5%) of that portion of the gross amount of each monthly payment request
certified by Design Professional and approved by Owner for payment. Also, after fifty percent
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(50%) completion of the Work has been achieved, Construction Contractor may request in its
next monthly Application for Payment release of up to one-half (1/2) of the retainage theretofore
withheld by Owner prior to said fifty percent (50%) of the Work being completed. Owner
reserves the right, at its sole discretion, to further reduce or release any portion of such retainage
prior to final payment; provided, however, nothing in this Subsection 4.5 shall preclude or limit
Owner’s right to withhold payment as otherwise permitted by the terms of the Contract
Documents or as permitted by law. Further, any reduction or release of retainage, or portion
thereof shall not be a waiver of (i) any of Owner’s rights to retainage in connection with other
payments to Construction Contractor, or (ii) any other right or remedy that Owner has under the
Contract Documents, at law or in equity.
4.6 Payments to Construction Contractor shall in no way imply approval or acceptance
of Construction Contractor’s Work.
4.7 Each Application for Payment shall be accompanied by: (a) properly executed and
notarized (i) Release and Affidavit, in the form attached to the Agreement as Exhibit H, and
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(ii) Waiver of Right to Claim Against the Payment Bond (Progress Payment) in form
prescribed by applicable law, showing that all materials, labor, equipment and other bills
associated with that portion of the Work for which payment has been requested have been
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paid in full through the previous month’s Application for Payment, from Construction
Contractor and all first tier subcontractors and suppliers and all subcontractors and suppliers
that have delivered a Notice to Owner; provided, however, Owner, in its sole discretion, may
require such Releases and Affidavits and Waivers of Right to Claim Against the Payment Bond
(Progress Payment) from all lower tier subcontractors and suppliers and, if so required
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Contractor shall, as a condition precedent to payment provide same; (b) updated Schedule(s)
required by the Contract Documents, (c) a written consent from the surety for the payment being
requested; and (d) such other information, documentation, and materials as Owner or Design
Professional may reasonably require (e.g. payrolls, petty cash accounts, an invoices). Owner
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shall not be required to make payment until and unless these affidavits, waivers, reports and
other information, documentation and materials are furnished by Construction Contractor.
Further, if Construction Contractor is withholding any portion of a payment to any
subcontractor or supplier for any labor, services, or materials for which Owner has paid
Construction Contractor, Construction Contractor agrees to refund such money to Owner.
4.8 Applications for Payment shall not include requests for payment for portions of
the Work for which Construction Contractor does not intend to pay a subcontractor or supplier,
unless such Work has been performed by others whom Construction Contractor intends to pay.
4.9 Each Application for Payment shall constitute a certification and representation
by Construction Contractor to Owner that: (i) the construction has progressed to the point
indicated; (ii) the quality of the Work covered by the application is in accordance with the
Contract Documents; (iii) there are no liens or claims outstanding or known to exist at the
date of the Application for Payment; (iv) all due and payable bills with respect to the Work have
been paid to date or included in the amount requested in the current application, and there is no
known basis for the filing of any construction liens or claims or any other lien or claim on the
Work; (v) duly executed waivers and releases have been obtained from all subcontractors and
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suppliers for work done and materials furnished through the date of payment; (vi) Construction
Contractor is entitled to payment in the amount requested; (vii) such Application for Payment
represents a just estimate of cost reimbursable to Construction Contractor under the terms of the
Contract Documents, and (viii) such Application for Payment has not been front-end-loaded
either by Construction Contractor or by any of its subcontractors or suppliers (including placing a
value on a line item that is in excess of its cost, increasing unit prices on early completed items
while decreasing unit prices on later completed ones, and/or inflating the percentage of
completion on line items).
4.10 Construction Contractor warrants that title to all Work covered by an Application
for Payment will pass to Owner no later than the time of payment unless later passage of title
is expressly provided for elsewhere herein. Construction Contractor further warrants that upon
submittal of an Application for Payment all Work for which Certificates for Payment have been
previously issued and payments received from Owner shall, to the best of Construction
Contractor’s knowledge, information and belief, be free and clear of liens, claims, security
interests or encumbrances in favor of Construction Contractor, subcontractors, suppliers, or
other persons or entities making a claim by reason of having provided labor, materials and
equipment relating to the Work.
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5. PAYMENTS WITHHELD PL
5.1 Design Professional shall review each Application for Payment submitted by
Construction Contractor and shall make recommendations to Owner as to the proper amounts,
if any, which may be owed Construction Contractor under the Application for Payment.
Design Professional’s payment recommendation shall be evidenced by a Certificate for Payment
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issued by Design Professional to Owner. All Certificates for Payment are subject to Owner’s
review and approval. Both Design Professional and Owner shall have the right to refuse to certify
or approve for payment any amounts, or portions thereof, requested by Construction Contractor
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in an Application for Payment, or rescind any amount previously certified and approved in a
Certificate for Payment, and Owner may withhold any payments otherwise due Construction
Contractor under the Contract or any other agreement between Owner and Construction
Contractor, to the extent it is reasonably necessary, to protect Owner from any expense,
cost or loss attributable to: (a) defective or deficient Work not properly remedied in
accordance with the terms of the Contract Documents; (b) the filing or reasonable evidence
indicating the probable filing of third party claims against Owner attributable to the fault or
neglect of Construction Contractor; (c) Construction Contractor’s failure to make timely and
proper payments to all subcontractors and suppliers;(d) reasonable evidence that the
remaining Work cannot be completed for the unpaid Contract Amount balance; (e) reasonable
evidence indicating that the remaining Work cannot be completed within the remaining Contract
Time; (f) Construction Contractor’s failure to satisfactorily prosecute the Work in accordance with
the requirements of the Contract Documents; or (g) any other material breach of the requirements
of the Contract Documents by Construction Contractor. Owner shall have the right, but not the
obligation, to take any corrective action Owner deems appropriate to cure any of the above noted
items, at Construction Contractor’s expense, if such items are not cured by Construction
Contractor to Owner’s reasonable satisfaction within three (3) days after Construction Contractor’s
receipt of written notice from Owner.
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6. FINAL PAYMENT
6.1 Owner shall make final payment to Construction Contractor within sixty (60) calendar
days after the Work is finally accepted by Owner in accordance with Subsection 23.2
herein, provided that Construction Contractor first, and as an explicit condition precedent to the
accrual of Construction Contractor’s right to final payment, shall have furnished Owner with: (a)
a properly executed and notarized (i) final release (conditioned only upon receipt of final payment)
in the form of the Release and Affidavit attached to the Agreement as Exhibit H and, (ii)
Waiver of Right to Claim Against the Payment Bond (Final Payment) in form prescribed by
applicable law, from Construction Contractor and all first tier subcontractors and suppliers and
all subcontractors and suppliers that have delivered a Notice to Owner; provided, however,
Owner, in its sole discretion, may require such Releases and Affidavits and Waivers of Right to
Claim Against the Payment Bond (Final Payment) from all lower tier subcontractors and suppliers
and, if so required Contractor shall, as a condition precedent to payment provide same; (d) all as-
built Contract Documents, including as-built drawings for design-build systems delegated to
Construction Contractor; (e) a complete list of subcontractors and principal suppliers on the
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Project, including addresses and telephone numbers; (f) evidence reasonably acceptable to
Owner that the Work has passed all requisite governmental inspections; (g) an indexed,
readable and searchable electronic copy, in format acceptable to Owner and, if requested,
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hard copies of all operation and maintenance manuals, permits, and temporary and final
certificates of completion or occupancy, as applicable, and third party warranty documents
applicable to the Work; (h) a Final Payment Affidavit in statutory form; (i) a certificate
evidencing that insurance required by the Contract Documents to remain in force after final
payment is currently in effect and will not be canceled or allowed to expire until at least thirty
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(30) days’ prior written notice has been given to Owner; (j) if required by Owner, other data
establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens,
claims, security interests or encumbrances arising out of the Contract, to the extent and in such form
as may be designated by Owner; and (k) all other materials, information and documents listed
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in the Project Closeout Checklist attached to the Agreement as Exhibit J and such other materials,
information and documentation that may be required by the Contract Documents or
Owner. Notwithstanding the foregoing, Owner reserves the right to require any of the foregoing
items or portions thereof which may have been completed prior to final completion as a condition to
payment of any progress payment to be made after completion of such item(s).
6.2 Construction Contractor’s acceptance of final payment shall constitute a full
waiver of any and all claims by Construction Contractor against Owner arising out
of the Contractor otherwise relating to the Project, except those identified in writing by
Construction Contractor as unsettled in the final Application for Payment. Neither the
acceptance of the Work nor payment by Owner shall be deemed to be a waiver of Owner’s
right to enforce any obligations of Construction Contractor hereunder or to the recovery
of damages for defective Work not discovered by Owner or Design Professional at the
time of final inspection.
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7. SUBMITTALS AND SUBSTITUTIONS
7.1 Construction Contractor shall carefully examine the Contract Documents for all
requirements for approval of materials to be submitted such as shop drawings, data, test
results, schedules and samples. Construction Contractor shall prepare a submittal schedule
prior to the delivery of the guaranteed maximum price proposal and shall submit the schedule(s)
for Owner’s and Design Professional’s approval. The submittal schedule shall (1) be
coordinated with Construction Contractor’s construction schedule, and (2) allow Design
Professional reasonable time to review submittals. Construction Contractor shall submit all
such materials at its own expense and in such form and manner as required by the Contract
Documents in accordance with the approved submittal schedule, or in the absence of an approved
submittal schedule, in sufficient time to prevent any delay in the delivery of such materials and the
installation thereof. Construction Contractor shall also carefully review and certify for accuracy
and completeness all shop drawings and other submittals and then forward the same to Design
Professional for review and action. Design Professional will transmit them back to Construction
Contractor who will then issue the submittals to the affected subcontractor for fabrication or
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revision. Construction Contractor shall maintain a suspense control system to promote the
expeditious handling of shop drawings and all other submittals. Construction Contractor shall
request Design Professional to make interpretations of the drawings or specifications
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requested of it by the subcontractors. Construction Contractor shall advise Design Professional
in writing which submittals or requests for clarification have the greatest urgency; the purpose
being to enable Design Professional to prioritize requests coming from Construction
Contractor. Construction Contractor shall advise Owner and Design Professional in writing when
timely response is not occurring on any of the above. Shop drawings and other submittals
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submitted in accordance with this Section 7 are not Contract Documents. Their purpose is to
demonstrate the way by which Construction Contractor proposes to conform to the information
given and the design concept expressed in the Contract Documents for those portions of the Work
for which the Contract Documents require submittals. By submitting shop drawings and other
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submittals, Construction Contractor represents to Owner and Design Professional that
Construction Contractor has: (a) reviewed and approved them, (b) determined and verified
materials, field measurements and field construction criteria related thereto, or will do so, and (c)
checked and coordinated the information contained within such submittals with the requirements
of the Work and of the Contract Documents. The Work shall be in accordance with approved
submittals except that Construction Contractor shall not be relieved of responsibility for
deviations from requirements of the Contract Documents by Design Professional’s approval of
submittals unless Construction Contractor has specifically informed Design Professional in
writing of such deviation at the time of submittal and a Change Order or Construction Change
Directive has been issued authorizing the deviation. Construction Contractor shall not be
relieved of responsibility for errors or omissions in submittals by Design Professional’s
approval thereof. Whenever materials or equipment are specified or described in the Contract
Documents by using the name of a proprietary item or the name of a particular supplier, the
naming of the item is intended to establish the type, function and quality required. Unless the
name is followed by words indicating that no substitution is permitted, materials or equipment of
other suppliers may be accepted by Owner and Design Professional if sufficient information is
submitted by Construction Contractor to allow Owner and Design Professional to determine that
the material or equipment proposed is equivalent or equal to that named. Requests for review of
substitute items of material and equipment will not be accepted by Owner from anyone other than
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Construction Contractor. All such requests, to the extent possible, should be submitted by
Construction Contractor to Design Professional prior to the setting of the GMP.
7.2 If Construction Contractor wishes to furnish or use a substitute item of material
or equipment, Construction Contractor shall make application to Owner and Design Professional
for acceptance thereof, certifying that the proposed substitute shall perform adequately the
functions and achieve the results called for by the general design, be similar and of equal
substance to that specified and be suited to the same use as that specified. The application
shall state that the evaluation and acceptance of the proposed substitute will not prejudice
Construction Contractor’s achievement of Substantial Completion on time, whether or not
acceptance of the substitute for use in the Work will require a change in any of the Contract
Documents (or in the provisions of any other direct contract with Owner for the Project) to adapt
the design to the proposed substitute and whether or not incorporation or use by the substitute
in connection with the Work is subject to payment of any license fee or royalty. All variations
of the proposed substitute from that specified will be identified in the application and available
maintenance, repair and replacement service shall be indicated. The application also shall contain
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an itemized estimate of all costs that will result directly or indirectly from acceptance of such
substitute, including costs for redesign and claims of other contractors affected by the resulting
change, all of which shall be considered by the Owner and Design Professional in evaluating the
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proposed substitute. The Design Professional may require Construction Contractor to furnish at
Construction Contractor’s expense additional data about the proposed substitute.
7.3 If a specific means, method, technique, sequence or procedure of construction is
indicated in or required by the Contract Documents, Construction Contractor may furnish or
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utilize a substitute means, method, technique, sequence or procedure of construction acceptable to
Design Professional, if Construction Contractor submits sufficient information to allow
Design Professional to determine that the substitute proposed is equivalent to that indicated or
required by the Contract Documents. The procedures for submission to and review by Design
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Professional shall be the same as those provided herein for substitute materials and equipment.
7.4 Design Professional shall be allowed a reasonable time within which to
evaluate each proposed substitute. Design Professional and Owner shall be the sole judges
of the acceptability of any substitute. Acceptance of a substitute shall be at Owner’s sole
discretion. No substitute shall be ordered, installed or utilized without Owner’s and
Design Professional’s prior written acceptance, which shall be evidenced by either a
Change Order or an approved submittal. Owner may require Construction Contractor to
furnish at Construction Contractor’s expense a special performance guarantee or other
surety with respect to any substitute. If Owner rejects the proposed substitute, at Owner’s
discretion, Owner may require Construction Contractor to reimburse Owner for the
charges of Design Professional and Design Professional’s consultants for evaluating the
proposed substitute.
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8. PRE-CONSTRUCTION PHASE SERVICES
Construction Contractor shall provide the following review and commentary services,
in addition to any other Pre-Construction Phase Services required by the terms of the Contract:
8.1 Review, Recommendations and Warranty: Construction Contractor shall familiarize
itself thoroughly with the evolving architectural, civil, mechanical, plumbing, electrical and
structural plans and specifications and shall follow the development of design from Schematic
Pre- Construction Phase through Construction Documents Phase (as those phases are defined
in the Design Agreement). Construction Contractor shall make recommendations with respect
to the selection of systems and materials, and cost-reducing alternatives, including assistance to
Design Professional and Owner in evaluating alternative comparisons versus long term cost
effects. The evaluation shall address the benefits of the speed of erection and early completion
of the Work. Construction Contractor shall furnish pertinent information as to the availability of
materials and labor that will be required. Construction Contractor shall submit to Owner and
Design Professional such comments as may be appropriate concerning construction feasibility
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and practicality. Construction Contractor shall promptly call to Owner’s and Design
Professional’s attention any defects in the design, drawings and specifications or other
documents of which it is aware. Construction Contractor shall prepare estimates of the
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construction cost utilizing the unit quantity survey method in the CSI format. These estimates
shall be performed at the completion of the Program Verification Phase and shall be called the
Program Estimate, followed by a Schematic Design Estimate, which shall be followed by the
Design Development Estimate, which shall be followed by the guaranteed maximum price
proposal. The Program Verification Phase, Program Estimate, Schematic Design Estimate, and
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Design Development Estimate shall have the meanings ascribed to them in the Design
Agreement. Construction Contractor acknowledges that accurate construction cost estimates are
critical to Owner’s ability to establish and verify its budget for the Project and, therefore,
Construction Contractor shall work closely with Design Professional and use its best skill and
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judgment as a contractor familiar with the construction industry in the locality of the Project in
preparing its construction cost estimates.
8.2 Review Reports: Within ten (10) days after receiving the documents produced by
Design Professional, Construction Contractor shall perform a specific review thereof, focused
upon factors of a nature encompassed in Subsection 8.1 above and on factors set out in
Subsections 8.3 and 8.4 below. Within the same ten (10) day period, Construction Contractor
shall submit to Owner, with copies to Design Professional, a written report covering
suggestions or recommendations previously submitted, additional suggestions or
recommendations as Construction Contractor may deem appropriate, and all actions taken by
Design Professional with respect to same, any comments Construction Contractor may deem to
be appropriate with respect to separating the Work into separate subcontracts, alternative
materials, and any other appropriate or required comments. AT THE TIME THE GMP IS
MUTUALLY ESTABLISHED, EXCEPT ONLY AS TO SPECIFIC MATTERS AS MAY BE
IDENTIFIED IN THE GMP AMENDMENT, CONSTRUCTION CONTRACTOR SHALL
BE DEEMED TO HAVE WARRANTED TO OWNER, WITHOUT ASSUMING ANY
ARCHITECTURAL OR ENGINEERING RESPONSIBILITY, EXCEPT AS MAY BE
SPECIFICALLY ALLOCATED TO CONSTRUCTION CONTRACTOR IN THE
CONSTRUCTION DOCUMENTS (E.G. DESIGN- BUILD SYSTEMS), THAT THE
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CONSTRUCTION DOCUMENTS ARE CONSISTENT WITH EACH OTHER, PRACTICAL,
FEASIBLE AND CONSTRUCTABLE. FURTHER, CONSTRUCTION CONTRACTOR
SHALL BE DEEMED TO HAVE WARRANTED TO OWNER THAT THE WORK
DESCRIBED IN THE CONSTRUCTION DOCUMENTS FOR THE VARIOUS BIDDING
PACKAGES IS CONSTRUCTABLE WITHIN THE CONTRACT TIME AND WITHIN THE
GMP.
8.3 Long Lead Procurement: Construction Contractor shall review the Project design
for the purpose of identifying long lead procurement items (machinery, equipment, materials
and supplies) and consult with Design Professional concerning same. When each item is
identified, Construction Contractor shall notify the subcontractors, Owner and Design
Professional of the required procurement and schedule. Such information shall be included in the
bid documents and made a part of all affected subcontracts. Construction Contractor shall keep
itself informed of the progress of the respective subcontractors or suppliers, manufacturing or
fabricating such items, and promptly advise Owner and Design Professional in writing of any
problems or possible delays in delivery.
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8.4 Interfacing:
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8.4.1 Construction Contractor shall take such measures as are appropriate to
provide that all construction requirements will be covered in the separate procurement of long lead
items, the separate construction subcontractors and the general conditions items without
duplication or overlap, and sequenced to maintain completion of all Work on schedule.
Construction Contractor shall give particular attention to provide that each bid package clearly
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identifies the Work included in that particular separate subcontract, its schedule for start
and completion and its relationship to the other separate subcontractors.
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8.4.2 Without assuming any design responsibilities of Design Professional,
Construction Contractor shall include in the reports required under Subsection 8.2 above,
comments on overlap with any other separate subcontracts, omissions, lack of correlation
between drawings, and any other deficiencies noted, in order that Design Professional may
arrange for necessary corrections.
8.5 General Conditions/General Requirements Expenses: Construction Contractor
shall submit to Owner for Owner’s review before the earlier of: (a) the completion of the
Schematic Design Phase (Phase I), or (b) sixty (60) days after Owner’s Notice to Proceed
with the Pre- Construction Phase Services: (i) an itemized statement of Construction
Contractor’s “General Conditions” expenses for the Project, which, once agreed to by Owner
shall be an Attachment to the GMP Amendment, (ii) an itemized statement of Construction
Contractor’s “General Requirements” expenses for the Project, and (iii) Construction Contractor’s
proposed Construction Contractor Fee, if not already established in the Agreement. The
foregoing statements shall be in form and substance and with such detail as may be required
by Owner. General Conditions’ expenses and General Requirements expenses shall each be line
items in the Schedule of Values to be attached to the GMP Amendment.
8.6 Facilities Condition Assessment: During the Pre-Construction Phase,
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Construction Contractor (in addition to its investigation and assessment obligations contained
elsewhere in the Contract Documents) shall perform a thorough assessment of the Project site
and facilities, if any, located thereon and/or thereunder. Construction Contractor’s assessment
shall include at a minimum: (a) confirming field measurements of any existing conditions
related to the Work, (b) confirming the location, condition, layout and nature of the Project site
and surrounding areas, (c) working with Design Professional to identify any discrepancies
between existing “as-built” documentation and actual site conditions. Owner shall not be
required to make any adjustment in either the Contract Amount or Contract Time in
connection with any failure by Construction Contractor to perform a thorough assessment.
9. CONSTRUCTION PHASE SERVICES
Construction Contractor shall provide the following services in addition to any
other Construction Phase Services required by the terms of the Contract:
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9.1 Construction Contractor shall arrange for all job-site facilities as required by Owner and
necessary to enable Construction Contractor and Design Professional to perform their respective
duties and to accommodate any representatives of Owner which Owner may choose to have present
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on the job, the description of such facilities to be finalized prior to the establishment of the GMP.
9.1.1 Tangible personal property, otherwise referred to as job-site facilities,
include, such things as trailers, toilets, computers and any other equipment necessary to carry on
the Work. The method of acquiring such job-site facilities, which are planned to become the
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property of Owner at the conclusion of the Work, shall be evaluated based on their cost over the
life of the Project. Owning versus leasing shall be considered by Construction Contractor,
obtaining at least three (3) proposals for leasing and at least three (3) proposals for purchasing and
then analyzing which is least expensive over the usable life of the item. Construction Contractor
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shall present its evaluation with recommendation to Owner for approval.
9.1.2 When Construction Contractor wishes to supply job-site facilities from
its own equipment pool, it shall first evaluate buy versus lease as discussed in Subsection 9.1.1
above. If leasing is found to be the least expensive approach, then it may lease such job-site
facilities from its own equipment pool at a price not greater than the lowest of the three (3)
lease proposals obtained.
9.1.3 For all such job-site facilities purchased, which may become the property
of Owner at the conclusion of the Work, Construction Contractor shall maintain
ownership, maintenance and repair responsibilities of such facilities until final acceptance
of the Work. Reimbursement for cost of such equipment will be made at the conclusion of
the Work at the documented purchase price. At that time, Construction Contractor shall
provide Owner with a complete inventory for each unit of equipment. The inventory shall
describe the equipment and identify the purchase price, serial number, model number and
condition. Where said equipment has a title, said title shall be properly transferred to Owner or
to its designee.
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9.1.4 Construction Contractor is responsible for proper care and maintenance of
all equipment while in its control. At the time of transfer to Owner, Owner may refuse acceptance
of the equipment if Owner determines, in its sole discretion, that the equipment has not
been properly cared for by Construction Contractor or that such acquisition would not otherwise
be in the best interest of Owner. In such event, Construction Contractor will be reimbursed for
such item in accordance with Section 5 of the Agreement.
9.2 Construction Contractor’s administration of the Work shall include the following:
9.2.1 Maintain a log of daily activities, including manpower records,
weather, delays, major decisions, etc.
9.2.2 Maintain a roster of companies on the Project with names and
telephone numbers of key personnel.
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9.2.3 Establish and enforce job rules governing parking, clean-up, use of
facilities and worker discipline.
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9.2.4 Provide labor relations management for a harmonious, productive Project.
9.3 Construction Contractor also shall provide job site administration functions
during construction to assure proper documentation, including the following:
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9.3.1 Job Meetings: Conduct a preconstruction conference with each
subcontractor after award of the subcontract and prior to the start of its portion of the Work.
Hold weekly progress and coordination meetings, or more frequently if required by Work
progress, to provide for the timely completion of the Work. In addition, Construction Contractor
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shall arrange and conduct regular weekly Project status meetings with Design Professional and
Owner.
Construction Contractor shall use the job site meetings as a tool for the preplanning of
Work and enforcing schedules, and for establishing procedures, responsibilities, and identification
of authority for all parties to clearly understand. During these meetings, Construction Contractor
shall identify the party or parties responsible for following up on any problems, delay items
or questions, and Construction Contractor shall note the action to be taken by such party or
parties. Construction Contractor shall revisit each pending item at each subsequent meeting until
resolution is achieved. Construction Contractor shall attempt to obtain from all present any
problems or delaying event known to them for appropriate attention and resolution.
Construction Contractor shall prepare written minutes of job meetings described in this
Subsection and deliver copies of such written minutes to Owner and Design Professional within
three (3) days of each meeting.
9.3.2 Shop Drawing Submittals/Approvals: Provide staff to review and approve
shop drawings and other submittals and to implement procedures for transmittal to Design
Professional of such submittals for action, and closely monitor their review process.
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9.3.3 Material and Equipment Expediting: Provide staff to closely monitor
material and equipment deliveries, check and follow-up on supplier commitments for all
subcontractors and maintain a material and equipment expediting log.
9.3.4 Payments to Subcontractors: Develop and implement a procedure for the
review, processing and payment of applications by subcontractors for progress and final payments.
9.3.5 Document Interpretation: Refer all questions for interpretation of the
Contract Documents to Design Professional in writing. Monitor all such requests and implement
procedures for timely follow-up on all such requests.
9.3.6 Reports and Project Site Documents: Record the progress of the Work.
Submit written progress reports to Owner and Design Professional, including information on
subcontractors’ Work, and the percentage of completion. Keep a daily log available to Owner,
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Design Professional, and any permitting authority inspectors.
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9.3.7 Subcontractors Progress: Prepare periodic deficiency logs and punch list
logs for subcontractors’ work including unsatisfactory or incomplete items and schedules for their
completion. The deficiency logs shall be maintained based off of any deficiencies identified by
Design Professional, building department inspectors, material testing firms, manufacturers,
threshold inspectors, and any other inspectors. These two (2) types of logs must be maintained
and continually updated by Construction Contractor and updated versions must be submitted
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by Construction Contractor, to Owner with Construction Contractor’s monthly payment
application as an express condition precedent to Construction Contractor’s right to payment.
The data on the logs submitted with Construction Contractor’s payment application must be
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current and the logs must be updated no more than seven (7) days prior to the submission of the
payment application.
9.3.8 Substantial Completion: Pursuant to the provisions of Subsection 23.1 of
these General Terms and Conditions, ascertain when the Work or designated portions thereof are
ready for Design Professional’s Substantial Completion inspections. From the punch lists of
incomplete or unsatisfactory items prepared by Construction Contractor and reviewed and
supplemented by Design Professional, prepare a schedule for their completion indicating
completion dates for Owner’s review.
9.3.9 Final Completion: Monitor the subcontractors’ performance on the
completion of the Work and provide notice to Owner and Design Professional when the Work
is ready for final inspection. Secure, review and certify compliance with the Contract
Documents, then transmit to Owner, through Design Professional, and as an express condition
precedent to final payment, all required guarantees, warranties, affidavits, releases, consent of
surety to final payment, bonds, waivers, manuals, as-built drawings, and maintenance books.
9.3.10 Start-Up: With Owner’s personnel, direct the check-out of utilities,
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operations, systems and equipment for readiness and assist in their initial start-up and testing
by the subcontractors. Additionally, Construction Contractor shall coordinate, participate and,
if directed by Owner, conduct an Owner system-wide commissioning process reasonably
satisfactory to Owner in form and content as an express condition precedent to its entitlement to
final payment.
9.3.11 As-Built Drawings: Pursuant to the terms of Subsection 10.2 hereafter,
Construction Contractor shall monitor the progress of its own forces and its subcontractors on
marked up field prints which shall be developed by Construction Contractor into the final as-
built drawings.
9.4 Construction Contractor shall maintain at the Project site, originals or copies of, on
a current basis, all Project files and records, including the following administrative records:
9.4.1 Subcontracts and Purchase Orders
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9.4.2 Subcontractor Licenses
9.4.3
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Shop Drawing Submittal/Approval Logs
9.4.4 Equipment Purchase/Delivery Logs
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9.4.5 Contract Drawings and Specifications with Addenda, RFIs
9.4.6 Warranties and Guarantees
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9.4.7 Cost Accounting Records
9.4.8 Labor Costs
9.4.9 Material Costs
9.4.10 Equipment Costs
9.4.11 Cost Proposal Requests
9.4.12 Payment Request Records
9.4.13 Meeting Minutes
9.4.14 Cost-Estimates
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9.4.15 Bulletin Quotations
9.4.16 Lab Test Reports
9.4.17 Insurance Policies and/or Insurance Certificates, Additional Insured
Endorsements and Bonds
9.4.18 Contract Changes
9.4.19 Permits
9.4.20 Material Purchase Delivery Logs
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9.4.21 Technical Standards
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9.4.22 Design Handbooks
9.4.23 “As-Built” Marked Prints
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9.4.24 Operating & Maintenance Instructions
9.4.25 Daily Progress Reports
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9.4.26 Monthly Progress Reports, Meetings minutes
9.4.27 Correspondence Files
9.4.28 Transmittal Records
9.4.29 Inspection Reports
9.4.30 Bid/Award Information
9.4.31 Bid Analysis and Negotiations
9.4.32 Punch Lists
9.4.33 PMIS Schedule and Updates
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9.4.34 Suspense (Tickler) Files of Outstanding Requirements
9.4.35 Policy and Procedure Manual
9.4.36 Safety Procedures and Safety Logs
9.4.37 Accident/Incident Reports
9.4.38 Evacuation Route
9.4.39 Material Safety Data Sheets
9.4.40 Documentation related to sustainability (e.g. “green globes”)
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9.4.41 Environmental Reports
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9.4.42 Description of Environmental Issues, if any
9.4.43 Any other Project related items
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The Project files and records shall be available at all times to Owner and Design Professional
or their designees for reference, review or copying.
9.5 Construction Contractor shall provide the following services with respect to the
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Work, to facilitate the smooth, successful and timely occupancy of the Project by Owner:
9.5.1 Construction Contractor shall provide a milestone schedule for
required deliverables to Owner.
9.5.2 Construction Contractor shall provide consultation and Project
management to facilitate Owner’s occupancy of the Project and provide transitional services to
place the Work “on line” in such conditions as will satisfy Owner’s operations requirements. The
services include Construction Contractor’s coordination of the delivery of Owner supplied
furniture, fixtures and equipment for the Project.
9.5.3 Construction Contractor shall catalog operational and maintenance
requirements of equipment to be operated by maintenance personnel and convey these to Owner
in such a manner as to promote their usability. Construction Contractor shall provide
Owner’s operations and maintenance personnel with operations and maintenance training with
respect to the equipment and systems being provided as part of the Work. This training shall be
videotaped by Construction Contractor for subsequent presentation to Owner’s operations and
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maintenance personnel.
9.5.4 Construction Contractor shall secure required guarantees and
warranties, and shall assemble and deliver same to Owner in the manner required by Owner.
9.6 If professional design services or certifications by a design professional related to
systems, materials or equipment are specifically required of Construction Contractor by the
Contract Documents, Design Professional will specify performance and design criteria that
such services must satisfy. Construction Contractor shall cause such services or certifications
to be provided by a properly licensed design professional, whose signature and seal shall appear
on all drawings, calculations, specifications, certifications, shop drawings and other submittals
prepared by such professional. Shop drawings and other submittals related to the Work designed
or certified by such professional, if prepared by others, shall bear such professional’s written
approval when submitted to Design Professional. Owner and Design Professional shall be entitled
to rely upon the adequacy, accuracy and completeness of the services, certifications and
approvals performed or provided by such design professionals, provided Design Professional has
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specified to Construction Contractor performance and design criteria that such services must
satisfy. Design Professional will review, approve or take other appropriate action on submittals
for the purpose of checking for conformance with information given and the design concept
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expressed in the Contract Documents.
10. DAILY REPORTS, RECORD CONTRACT DOCUMENTS AND MEETINGS
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10.1 Construction Contractor shall prepare, maintain and submit to Design Professional
and Owner, for their review and approval, the various logs, reports, and schedules set forth in
this Agreement, including Exhibit B to the Agreement. Construction Contractor’s complete
performance of its obligation to prepare, maintain and submit those logs, reports, and schedules is
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a condition precedent to Owner’s obligation hereunder to make any payments to Construction
Contractor. These logs, reports and schedules shall not constitute nor take the place of any notice
required to be given by Construction Contractor to Owner or Design Professional pursuant to the
Contract Documents.
10.2 Construction Contractor shall maintain in a safe place at the Project site one
as- built copy and one permit set of the Contract Documents, including all drawings,
specifications, addenda, amendments, Change Orders and Construction Change Directives, as
well as all written interpretations and clarifications issued by Design Professional, in good order
and legibly annotated to show all changes made during construction. The as-built Contract
Documents shall be continuously updated by Construction Contractor throughout the
prosecution of the Work to accurately reflect all field changes that are made to adapt the
Work to field conditions, changes resulting from Change Orders and Construction Change
Directives, and all concealed and buried installations of piping, conduit and utility services.
Construction Contractor shall certify the accuracy of the updated as-built Contract
Documents. As a condition precedent to Owner’s obligation to pay Construction Contractor,
Construction Contractor shall provide evidence, satisfactory to Owner and Design Professional,
that Construction Contractor is fulfilling its obligation to continuously update the as-built Contract
Documents. All buried and concealed items, both inside and outside the Project site, shall be
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accurately located on the as-built Contract Documents as to depth and in relationship to not
less than two (2) permanent features (e.g. interior or exterior wall faces). The as-built Contract
Documents shall be clean and all changes, corrections and dimensions shall be given in a neat
and legible manner in red. The as-built Contract Documents, together with all approved
samples and a counterpart of all approved shop drawings shall be available to Owner and Design
Professional for reference. Upon completion of the Work and as a condition precedent to
Construction Contractor’s entitlement to final payment, the as-built Contract Documents, samples
and shop drawings shall be delivered to Design Professional by Construction Contractor for
Owner.
10.3 Construction Contractor shall advise Owner, its representatives and Design
Professional of their requested or required participation in any meeting or inspection giving each at
least one (1) week written notice unless such notice is made impossible by conditions
beyond Construction Contractor’s fault and control, in which case at least forty-eight (48)
hours prior written notice must be given.
11. CONTRACT TIME AND TIME EXTENSIONS
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11.1 Construction Contractor shall diligently pursue the completion of the Work
and coordinate the Work being done on the Project by its subcontractors and materialmen, as
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well as coordinating its Work with all work of others at the Project site, so that its Work or the
work of others shall not be delayed or impaired by any act or omission by Construction Contractor
or anyone for whom Construction Contractor is responsible or liable. Unless expressly noted
otherwise in the Contract Documents, Construction Contractor shall be solely responsible for
all construction means, methods, techniques, sequences, and procedures, as well as coordination
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of all portions of the Work under the Contract Documents, coordination of trades and
subcontractors, coordination of drawings to existing as-built conditions and site conditions, and
the coordination of Owner’s suppliers and contractors as set forth in Section 14 of these General
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Terms and Conditions.
11.2 Should Construction Contractor actually be obstructed or delayed in the
critical path of the prosecution of, or completion of, the Work as a result of unforeseeable
causes: (a) beyond the control of Construction Contractor, (b) not due to Construction
Contractor’s fault or neglect, and (c) which could not be avoided by the exercise of reasonable
diligence, including: (i) acts of God or of the public enemy, (ii) acts of government, (iii) fires,
(iv) floods, (v) epidemics, (vi) quarantine regulation, (vii) strikes, (viii) lockouts, or (ix) weather
conditions abnormal for the period of time (as defined below) which exceed the aggregate
number of days allotted for adverse weather conditions in Construction Contractor’s schedule
approved by Owner, Construction Contractor shall notify Owner and Design Professional in
writing within forty-eight (48) hours after the commencement of such delay (which time period
shall control over any conflicting time periods specified elsewhere herein) stating the cause or
causes thereof, or be deemed to have waived any right which Construction Contractor may have
had to request a time extension therefor. “Abnormal for the period of time” for purposes of this
Section means rain or bad weather (e.g. named tropical storms or hurricanes), only when such
rain or bad weather is in excess of the ten (10) year average for that specific period of time (from
its commencement to its conclusion, as compared with the historical data for that same
period) as published by the National Oceanic and Atmospheric Administration, Ashville,
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North Carolina, for Metropolitan Atlanta, Georgia, Reporting Station. Construction Contractor’s
schedule shall allow the number of days it deems necessary for rain and bad weather when
Construction Contractor prepares its schedule and not every day of adverse weather
conditions abnormal for the period of time shall be grounds for an extension of time.
Construction Contractor and Owner acknowledge that any Project site rain gauge measurements
will not be relied upon for determining rain fall amounts. Contractor shall use commercially
reasonable efforts to mitigate the effects of any delays described in this Section so as to minimize
any effect on the schedule for completion of the Work.
11.2.1 Owner shall have the right, at any time, whether or not Construction
Contractor is behind schedule, to order Construction Contractor to accelerate its Work. In the
event that Owner orders Construction Contractor to accelerate its Work and Construction
Contractor (i) is not behind schedule, and (ii) believes that acceleration will increase the cost
of performance, Construction Contractor, shall be required to submit a Claim, hereinafter
defined, for increase pursuant to Section 13 of these General Terms and Conditions. Any such
Claim shall be based exclusively and solely on actual and direct increased field costs
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associated with the acceleration.
11.3 Construction Contractor is responsible for compliance with any requirements
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included in the Contract Documents regarding hazardous materials. If Construction Contractor
encounters on the Project site any materials reasonably believed by Construction Contractor to be
petroleum or petroleum related products or other hazardous or toxic substances
(collectively, “hazardous materials”) not addressed in the Contract Documents and if
reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to
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persons resulting from a hazardous material which have not been rendered harmless,
Construction Contractor immediately shall (i) stop Work in the area affected, and (ii) report the
condition to Owner in writing. If the Work is so stopped and hazardous material is found,
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the Work in the affected area shall not thereafter be resumed except by Change Order. Any
such Change Order shall include an adjustment to the Contract Time as appropriate. If no
hazardous material is found after the Work is stopped, no Change Order is required to resume
the Work in the affected area. Further, if the hazardous material was generated or caused by
Construction Contractor or any of its employees, agents, subcontractors, or material suppliers,
no Change Order will be required for an adjustment in the Contract Time and Construction
Contractor shall indemnify Owner and hold Owner harmless for any costs incurred by Owner
with respect to such hazardous material.
11.4 No interruption, interference, inefficiency, suspension or delay in the
commencement or progress of the Work from any cause whatever, including those for which
Owner and Design Professional may be responsible, in whole or in part, shall relieve
Construction Contractor of its duty to perform or give rise to any right to damages or additional
compensation from Owner. Construction Contractor expressly acknowledges and agrees that it
shall receive no damages for delay. Construction Contractor’s sole remedy, if any, against Owner
will be the right to seek an extension to the Contract Time; provided, however, the granting
of any such time extension shall not be a condition precedent to the aforementioned “No
Damage For Delay” provision. This Section shall expressly apply to claims for early
completion, as well as to claims based on late completion. Notwithstanding the foregoing, if the
Work is delayed due to the fault or neglect of Owner or anyone for whom Owner is liable, and
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such delays have a cumulative total of more than twenty-one (21) calendar days after receipt by
Owner of written notice from Construction Contractor of such fault or neglect, Construction
Contractor may make a Claim for its actual and direct delay damages accruing after said
twenty-one (21) calendar days; provided, however, Construction Contractor expressly
acknowledges and agrees that its actual and direct delay damages shall not exceed, and shall be
limited to no more than One Thousand and No/100 Dollars ($1,000.00) per calendar day. In
no event shall Owner be liable to Construction Contractor whether in contract, warranty, tort
(including negligence or strict liability) or otherwise for any acceleration, soft costs, lost profits,
punitive, special, indirect, incidental, or consequential damages of any kind or nature whatsoever.
For the avoidance of doubt, Owner’s exercise of its reserved right to change, increase or decrease
the Work shall not be deemed to be “fault or neglect of Owner” serving as the basis for additional
compensation under this Subsection 11.4. Claims for increased compensation or extension of
time for such changes, increases or decreases shall be governed by Section 12 of these General
Terms and Conditions.
12. CHANGES IN THE WORK
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12.1 Owner shall have the right at any time during the progress of the Work,
without invalidating the Contract, to change, increase or decrease the Work. Except in an
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emergency endangering life or property, no addition or changes to the Work shall be made except
upon written order of Owner, and Owner shall not be liable to Construction Contractor for
any increased compensation or adjustment to the Contract Time without such written order.
Accordingly, no course of conduct or dealings between the parties, nor express or implied
acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly
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enriched by any alteration of or addition to the Work, whether or not there is, in fact, any unjust
enrichment to the Work, shall be a basis of any claim to an increase in any amounts due under the
Contract Documents or a change in any time period provided in the Contract Documents. No
officer, employee or agent of Owner is authorized to direct any extra or changed work orally.
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Construction Contractor shall familiarize itself with Owner’s Change Order approval process
and shall manage progress of the Work accordingly.
12.1.1 Promptly after being notified of a change, but in no event more
than fourteen (14) days after its receipt of such notification (unless Owner has agreed in
writing to a longer period of time), Construction Contractor shall submit an itemized estimate
of any cost or time increases or savings it foresees as a result of the change. Construction
Contractor’s estimate shall include an analysis of impacts to cost and time, if any, to perform
additional work, or delete Work, as applicable, including the effects and impacts, if any, on
unchanged Work, estimates of costs and Construction Contractor’s proposed methods to
minimize costs, delay and disruption to the performance of the Work. If Construction
Contractor fails to submit a written proposal or request additional time for submitting the
proposal within the fourteen (14) day time period, it shall be presumed that the change
described in Owner’s request for a proposed change will not result in a modification to the
Contract Amount or Contract Time and, if directed by Owner in writing, the change shall be
performed by Construction Contractor without additional compensation. Owner’s request for
a proposed change does not authorize Construction Contractor to commence performance of the
change, unless otherwise specified in writing. If Owner decides that the proposed change be
performed, the Work shall be authorized according to Change Order or Construction Change
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Directive procedures set forth herein.
12.1.2 If Construction Contractor observes any circumstance that may, in its
opinion, be a change in the scope of the Work that justifies a change to the Contract Amount or
Contract Time or Construction Contractor otherwise becomes aware of the need for or
desirability of a change in the Work, then Construction Contractor may submit a written Change
Order Request (“COR”) (to be followed by substantiating data), in a format acceptable to
Owner, and must specify the reasons for such proposed change, including relevant
circumstances and impacts on the schedule. Construction Contractor shall submit a written price
proposal concurrently with the COR. Contractor may request additional compensation and/or
time through a COR but not for instances that Construction Contractor knew or reasonably
should have known occurred more than fourteen (14) days prior to the date the COR is
submitted. Construction Contractor’s failure to initiate a COR within such period shall be
deemed a waiver of the right to adjustment of the Contract Amount or the Contract Time for
the alleged change. Any such COR that is approved by Owner will be incorporated in a
Change Order or Construction Change Directive. If Owner determines that the Work in
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question is not a change in the scope of the Work and the COR is denied but Construction
Contractor believes that it does have merit, the Contractor may submit a Claim in accordance
with the procedures set forth herein.PL
12.2 A Change Order, in the form attached as Exhibit J to the Agreement, shall be
prepared by Construction Contractor, reviewed by Design Professional and Owner, and executed
promptly by the parties after an agreement is reached between Construction Contractor and Owner
concerning requested changes. Construction Contractor shall promptly perform changes
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authorized by duly executed Change Orders. The Contract Amount and Contract Time shall be
adjusted in the Change Order in the manner as Owner and Construction Contractor shall
mutually agree. Agreement on any Change Order shall constitute a final settlement of all
matters relating to the change in the Work that is the subject of the Change Order, including all
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direct and indirect costs associated with such change and any and all adjustments to the Contract
Amount and the Contract Time.
12.3 If Owner and Construction Contractor are unable to agree on a Change Order for
a requested change, Construction Contractor shall, nevertheless, promptly perform the change
as directed by Owner in a written Construction Change Directive. In that event, the Contract
Amount and Contract Time shall be adjusted as directed by Owner. If Construction Contractor
disagrees with Owner’s adjustment determination, Construction Contractor must make a Claim
pursuant to Section 13 of these General Terms and Conditions or else be deemed to have waived
any Claim it might otherwise have had on that matter.
12.4 In the event a requested change is approved by Owner which results in either an
increase or decrease to the Contract Amount, a Change Order shall be issued which increases or
decreases the GMP by the amount of Construction Contractor’s actual and reasonable direct Cost
of the Work (including bond premiums). In the event such change Work is performed by
subcontractors or sub-subcontractors, a maximum ten percent (10%) markup for each of
those subcontractors and sub-subcontractors for all overhead and profit on their direct labor and
material costs and actual equipment costs shall be permitted; provided, however, there shall be no
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mark-up for a subcontractor’s General Conditions expenses on the first One Hundred Thousand
and No/100 Dollars ($100,000.00) of Change Order and Construction Change Directive Work to
be performed by such subcontractor. Construction Contractor shall not be entitled to any mark-
up for Change Order work, nor shall the Construction Management Fee be increased as a result
of any Change Order work; provided, however, if at the time final payment is made to
Construction Contractor the total Cost of the Work has been increased by approved Change
Orders in an amount causing the original GMP as set forth in the GMP Amendment to be
exceeded by Five Hundred Thousand and No/100 Dollars ($500,000.00), Construction
Contractor shall be entitled to an increase to the Construction Management Fee in the amount of
a fixed percentage of the amount that exceeds the sum of the original GMP plus Five Hundred
Thousand and No/100 Dollars ($500,000.00). If at the time final payment is made to
Construction Contractor the total Cost of the Work has been decreased by approved Change
Orders in an amount causing the original GMP as set forth in the GMP Amendment to be
reduced by more than One Hundred Thousand and No/100 Dollars ($100,000.00), then the
Construction Management Fee shall be reduced in the amount of a fixed percentage of the
Reduction amount, such fixed percentage to be established at the time the GMP is initially
agreed upon by the parties. Further, there shall be no additional General Conditions expenses
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payable to Construction Contractor on the first Five Hundred Thousand and No/100 Dollars
($500,000.00) of Change Order or Construction Change Directive Work.
12.5
PL
Owner shall have the right to conduct an audit of Construction Contractor’s
books and records, as well as those of its subcontractors and suppliers, to verify the accuracy of
Construction Contractor’s claim with respect to Construction Contractor’s costs associated with
any Change Order or Construction Change Directive.
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13. CLAIMS AND DISPUTES
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13.1 The term “Claim” as used herein shall mean any and all demands made by
one party hereunder against the other party, whether such demand be for money, time or the
assertion of any right or obligation that arises out of the Contract Documents.
13.2 Initial notice of Claims by Construction Contractor shall be made in writing to
Owner and Design Professional within seven (7) calendar days after the first day of the event giving
rise to such Claim or else Construction Contractor shall be deemed to have waived the
Claim. Written supporting data shall be submitted to Owner and Design Professional within
thirty (30) calendar days after the occurrence of the event, unless Owner grants additional time in
writing, or else Construction Contractor shall be deemed to have waived the Claim. All Claims
shall be priced in accordance with the provisions of Subsection 12.4 hereof.
13.3 Construction Contractor shall proceed diligently with its performance as
directed by Owner, regardless of any pending Claim, unless otherwise agreed to by Owner in
writing. Owner shall continue to make payments of undisputed amounts due in accordance with the
Contract Documents during the pendency of any Claim.
13.4 Prior to the initiation of any action or proceeding permitted by the Contract to
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resolve disputes between the parties, the parties shall make a good faith effort to resolve any such
disputes by negotiation between representatives with decision-making power. Failing resolution,
and prior to the commencement of depositions in any litigation between the parties with respect to
the Project, the parties shall attempt to resolve the dispute through mediation before an agreed-upon
Circuit Court Mediator certified by the State of Georgia. Should either party fail to submit to
mediation as required hereunder, the other party may request a court of law to order mediation
under Georgia law.
13.5 Any litigation between Owner and Construction Contractor (which term for the
purposes of this Section shall include Construction Contractor’s surety), whether arising out of
any Claim or arising out of the Contract or any breach thereof or performance of Work hereunder,
shall be brought, maintained and pursued only in the appropriate State courts of the State of
Georgia; and Owner and Construction Contractor each hereby waive and renounce any and all
rights and options which they, or either of them, have or might have to bring or maintain any such
litigation or action in the Federal Court system of the United States or in any United States
Federal District Court. The exclusive venue of any such litigation between Owner and
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Construction Contractor shall lie and be only in the State or Superior Courts of DeKalb County,
Georgia. Construction Contractor consents and submits to personal jurisdiction of any such
court, and expressly waives all objections or defenses to personal jurisdiction or venue in these
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courts, or that the forum is inconvenient for the purpose of carrying out this provision. OWNER
AND CONSTRUCTION CONTRACTOR EXPRESSLY WAIVE ALL RIGHTS TO TRIAL
BY JURY REGARDING ANY SUCH LITIGATION.
13.6 In the event of any claim or dispute arising out of the Contract, the prevailing
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party shall be entitled to recover from the non-prevailing party its costs, including reasonable
attorneys’ fees (including fees for determining the amount of fees due) at all levels, including
at trial, on appeal, and in bankruptcy and post-judgment proceedings. Notwithstanding the
foregoing, nothing contained in this Agreement shall be construed or interpreted as (1)
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denying to any party any remedy or defense available to such party under the laws of the State
of Georgia; (2) the consent of the State of Georgia or its agents or agencies to be sued; or (3) a
waiver of sovereign immunity of the State of Georgia beyond the waiver provided under Georgia
law.
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14. OTHER WORK
14.1 Owner may perform other work related to the Project at the site by Owner’s
own forces, have other work performed by utility owners or let other direct contracts. If the fact
that such other work is to be performed is not noted in the Contract Documents, written notice
thereof will be given to Construction Contractor prior to starting any such other work. If
Construction Contractor believes that such performance will involve additional expense to
Construction Contractor or require additional time, Construction Contractor shall send written
notice of that fact to Owner and Design Professional within seven (7) calendar days of being
notified of the other work. If Construction Contractor fails to send the above required seven (7)
calendar days’ notice, Construction Contractor will be deemed to have waived any rights it
otherwise may have had to seek an extension to the Contract Time or adjustment to the Contract
Amount.
14.2 Construction Contractor shall afford each utility owner and other contractor who
is a party to such a direct contract (or Owner, if Owner is performing the additional work with
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Owner’s employees) proper and safe access to the site and a reasonable opportunity for the
introduction and storage of materials and equipment and the execution of such work and shall
properly connect and coordinate its Work with theirs. Construction Contractor shall do all
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cutting, fitting and patching of the Work that may be required to make its several parts come
together properly and integrate with such other work. Construction Contractor shall be
responsible for all damage to the work of others caused by the performance of its Work. Further,
Construction Contractor shall not in any way cut or alter the work of others without first
receiving the written consent of that other person and Design Professional.
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14.3 If any part of Construction Contractor’s Work depends for proper execution
or results upon the work of any other contractor or utility owner (or Owner), Construction
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Contractor shall inspect and promptly report to Design Professional in writing any delays,
defects or deficiencies in such work that render it unavailable or unsuitable for such proper
execution and results. Such report must be made within seven (7) calendar days of the
time Construction Contractor first became aware of the delay, defect or deficiency or by the
scheduled commencement of Construction Contractor’s dependent Work, whichever occurs first.
Construction Contractor’s failure to report within the allotted time will constitute an acceptance
of the other work as fit and proper for integration with Construction Contractor’s Work.
15. INSURANCE
15.1 During the term of the Agreement or for such longer period as specified in
the Contract Documents or required by applicable law, Construction Contractor shall provide, pay
for, and maintain, with companies satisfactory to Owner, the types of insurance described herein.
All insurance shall be from responsible companies duly authorized to do business in the
State of Georgia. Simultaneously with the execution and delivery of the Agreement by
Construction Contractor, Construction Contractor has delivered to Owner properly executed
Certificates of Insurance (on the modified ACCORD form attached as Exhibit N to the
Agreement) and required additional insured endorsements in form acceptable to Owner,
evidencing the fact that Construction Contractor has acquired and put in place the insurance
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coverages and limits required hereunder. In addition, certified, true and exact copies of all
insurance policies required shall be provided to Owner, on a timely basis, if requested by
Owner. These Certificates, additional insured endorsements and policies shall contain provisions
that thirty (30) calendar days written notice by registered or certified mail shall be given
Owner of any cancellation, intent not to renew, or reduction in the policies’ coverages, except
in the application of the Aggregate Limits Provisions. Construction Contractor shall also notify
Owner, in a like manner, within two (2) days after receipt, of any notices of expiration,
cancellation, non-renewal or material change in coverages or limits received by Construction
Contractor from its insurer, and nothing contained herein shall relieve Construction Contractor
of this requirement to provide notice. In the event of a reduction in the aggregate limit of any
policy to be provided by it hereunder, Construction Contractor shall immediately take steps
to have the aggregate limit reinstated to the full extent permitted under such policy. All insurance
coverages of Construction Contractor shall be primary to any insurance or self-insurance
program carried by Owner applicable to the Contract. In no event shall any failure of Owner to
receive copies or certificates of policies required under the Contract be construed as a waiver by
Owner of Construction Contractor’s obligations to obtain insurance pursuant as required by the
Contract. The obligation to procure and maintain insurance required by the Contract is a
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separate responsibility of Construction Contractor and independent of its duty to furnish a copy
or certificate of such insurance policies.
15.2
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All insurance policies required by the Contract shall include the following
provisions and conditions by endorsement to the policies:
15.2.1 The term “The School District and DeKalb County Board of
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Education” shall include the DeKalb County School District, the DeKalb County School Board,
a body corporate, the DeKalb County Public School System and all Authorities, Boards,
Bureaus, Commissions, Divisions, Departments and offices thereof and individual members,
officers and employees thereof in their official capacity, and/or while acting on behalf of the
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DeKalb County School Board.
15.2.2 All insurance policies, other than the Professional Liability policy and the
Workers Compensation policy, provided by Construction Contractor to meet the requirements
of the Contract shall name The School District and the DeKalb County Board of Education as
that name is defined in Subsection 15.2.1, above, as an additional insured as to the operations of
Construction Contractor under the Contract Documents and shall contain a severability of
interests provisions.
15.2.3 Companies issuing the insurance policy or policies shall have no
recourse against Owner for payment of premiums or assessments for any deductibles which all
are at the sole responsibility and risk of Construction Contractor.
15.2.4 All insurance coverages of Construction Contractor shall be primary to
any insurance or self-insurance program carried by Owner applicable to the Contract, and the
“Other Insurance” provisions of any policies obtained by Construction Contractor shall not
apply to any insurance or self-insurance program carried by Owner applicable to the Agreement.
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15.2.5 The Certificates of Insurance, which are to be provided pursuant to
Subsection 15.1 above, must identify the Contract and be on the form attached to the
Agreement as Exhibit N.
15.2.6 All insurance policies shall be fully performable in DeKalb County,
Georgia, and shall be construed in accordance with the laws of the State of Georgia.
15.2.7 All insurance policies to be provided by Construction Contractor
pursuant to the terms hereof must expressly state that the insurance company will accept service
of process in DeKalb County, Georgia and that the exclusive venue for any action concerning any
matter under those policies shall be in the appropriate state court situated in DeKalb County,
Georgia.
15.3 The acceptance by Owner of any evidence of the insurance coverages and
limits required by the Contract, including any Certificate of Insurance, policy or additional
insured endorsement, does not constitute approval or agreement by Owner that the insurance
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requirements have been met or that the insurance policies shown on the evidence of insurance are
in compliance with the requirements of the Contract.
PL
15.4 Before starting and until completion of all Work required hereunder or for
such longer period as otherwise specified herein or required by applicable law, Construction
Contractor shall procure and maintain insurance of the types and to the limits specified in
Exhibit E to the Agreement, “Insurance Coverage,” which is attached hereto and made a part
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hereof Construction Contractor shall require each of its subconsultants and subcontractors to
procure and maintain, until the completion of that subconsultant’s or subcontractor’s work or
services or for such longer period as otherwise specified herein or required by applicable law,
insurance of the types and to the limits specified in Exhibit E to the Agreement, unless such
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insurance requirement for the subconsultant or subcontractor is expressly waived in writing by
Owner.
15.5 If any insurance provided pursuant to the Contract expires prior to the
completion of the Services required hereunder, renewal Certificates of Insurance and, if
requested by Owner, certified, true copies of the renewal policies and applicable additional
insured endorsements, shall be furnished to Owner thirty (30) calendar days prior to the date of
expiration.
15.6 Should at any time Construction Contractor not maintain the insurance
coverages required in the Agreement, Owner may cancel the Agreement and any Amendments
issued pursuant to the Agreement or at its sole discretion shall be authorized to purchase such
coverages and charge Construction Contractor for such coverages purchased. If Construction
Contractor fails to reimburse Owner for such costs within thirty (30) calendar days after demand,
Owner has the right to offset these costs from any amount due Construction Contractor under the
Contract. Owner shall be under no obligation to purchase such insurance, nor shall it be
responsible for the coverages purchased or the insurance company/companies used. The
decision of Owner to purchase such insurance coverages shall in no way be construed to be a
waiver of its rights under the Contract.
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15.7 All insurance companies from whom Construction Contractor obtains the
insurance policies required hereunder must meet the following minimum requirements:
15.7.1 The insurance company must be duly licensed and authorized by the
Department of Insurance of the State of Georgia to transact the appropriate insurance business
in the State of Georgia.
15.7.2 The insurance company must have been in such insurance business
continuously for not less than five (5) years immediately prior to the date of execution of
the Agreement.
15.7.3 The insurance company must have an A. M. Best policyholder rating
of either “A+”, “A”, or “A-”.
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15.7.4 The insurance company must have a current A. M. Best financial rating
of “Class VI” or higher. PL
15.8 Unless otherwise noted in the Contract Documents, Owner shall maintain
property insurance with respect to the Project. The property insurance shall include the
interests of Construction Contractor and its subcontractors and suppliers in the Project. The
property insurance shall be an “All Risk” type of policy, with coverage amounts, deductibles and
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sublimits established by Owner. The property insurance shall not cover loss to any of
Construction Contractor’s or its subcontractors’ owned, leased or rented property, including
trailers, tools, supplies and equipment. Any losses under the property insurance shall be
adjusted by Owner, with the cooperation of Construction Contractor, with any claim check
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being made payable to Owner. Construction Contractor shall be liable and responsible for all
property insurance deductibles up to the amount of Five Thousand and No/100 Dollars
($5,000.00) on each loss occurrence.
15.9 Insurance requirements itemized in the Contract and required of
Construction Contractor shall be provided on behalf of all sub-contractors to cover their
operations performed under the Contract. Construction Contractor shall be held responsible
for any modifications, deviations, or omissions in these insurance requirements as they apply to
subcontractors.
15.10 Each insurance policy required by the Contract shall:
15.10.1 Apply separately to each insured against whom claim is made and suit
is brought, except with respect to limits of the insurer’s liability; and Not
be suspended, voided or canceled by either party except after thirty
(30) calendar days prior written notice by certified mail, return receipt requested, has been
given to Owner.
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15.11 Owner shall retain the right to review, at any time, coverage, form, and amount
of insurance.
15.12 The procuring of required policies of insurance shall not be construed to
limit Construction Contractor’s liability or to fulfill the indemnification provisions and
requirements of the Contract.
15.13 Construction Contractor shall be solely responsible for payment of all
premiums for insurance contributing to the satisfaction of the Contract and shall be solely
responsible for the payment of all deductibles and retentions to which such policies are subject.
15.14 Claims Made Policies will be accepted for Professional Liability and
Pollution Liability (Hazardous Materials), and such other risks as are authorized by Owner. All
Claims Made Policies contributing to the satisfaction of the insurance requirements herein shall
have an extended reporting period option or automatic coverage of not less than four (4) years.
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If provided as an option, Construction Contractor shall purchase the extended reporting period
on cancellation or termination unless a new policy is affected. Any new policy shall maintain the
original retroactive date evidenced at the commencement of the Contract.
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15.15 Certificates of Insurance or, if required by Owner, certified copies of the
applicable insurance policies, and applicable additional insured endorsements, evidencing
Claims Made or Occurrence Form Coverage and conditions to the Contract are to be furnished
to Owner prior to commencement of work AND a minimum of thirty (30) calendar days prior
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to expiration of the insurance contract, when applicable. All insurance certificates or, if required
by Owner, certified copies of the applicable insurance policies, and applicable additional insured
endorsements or shall be received by Owner before Construction Contractor will be allowed to
commence or continue work. All certificates will reference the contract, bid, project or job
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number on the certificate. All insurance carriers listed on the certificate must have their
corresponding AM Best carrier ID listed.
15.16 Notices of Accidents (occurrences) and Notices of Claims associated with the
Work being performed under the Contract, shall be provided to Construction Contractor’s/
subcontractor’s/consultant’s insurance company and Owner as soon as practicable after notice
to the insured.
16. WAIVER OF SUBROGATION
16.1 Construction Contractor waives all rights of subrogation against Owner,
Design Professional, the Program Manager (if any), and the board members, directors, officers,
agents, employees, subconsultants and subcontractors of any of them, for damages or injuries
caused by perils covered by any insurance required to be maintained by
ConstructionContractor or its subcontractors, to the extent such damages or injuries are covered
by such insurance. Construction Contractor shall require similar waivers from all of its
subcontractors.
16.2 If any policies of insurance required to be maintained by Construction
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Contractor or its subcontractors require an endorsement to provide any waiver of subrogation
referenced above, Construction Contractor shall cause such policies to be so endorsed.
17. INDEMNIFICATION
To the fullest extent permitted by law, the Construction Contractor shall indemnify,
defend, and hold harmless the Owner, the DeKalb County School District, and the Owner’s
Program Manager, and all of their respective past, present and future officials, officers,
employees, and agents (hereinafter collectively referred to as the “Owner Indemnitees”), from and
against any and all claims, liability, damages, loss, liens, costs and expenses of every type
whatsoever including, without limitation, attorneys’ fees and expenses, arising out of or in
connection with the Construction Contractor’s performance of this Contract or of the Work, to the
extent caused in part by the Construction Contractor or anyone for whose acts the Construction
Contractor is or may be responsible or liable, regardless of whether such liability, claim, damage,
loss, cost or expense is caused in part by the Owner Indemnitees; provided, however, that the
Construction Contractor shall not be required to indemnify, defend, or hold harmless the Owner
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Indemnitees against claims, liabilities, damages, losses, or expenses, including attorneys’ fees,
caused by or resulting from the sole negligence of the Owner or of the Owner Indemnitees.
Construction Contractor’s indemnification obligations shall not be limited by any limitation on
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the amount or type of damages, compensation, or benefits payable by or for the Construction
Contractor or its subcontractors, sub-subcontractors, or suppliers under workers’ compensation
acts, disability benefit acts or other employee benefit acts.
18. CLEANUP AND PROTECTIONS
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18.1 Construction Contractor agrees to keep the Project site clean at all times of debris,
rubbish and waste materials arising out of the Work. If Construction Contractor fails to keep the
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Project site clean, Owner has the right, after providing a twenty-four (24) hour written notice, to
perform any required clean up and to backcharge Construction Contractor for the costs of
such clean up. At the completion of the Work, Construction Contractor shall remove all debris,
rubbish and waste materials from and about the Project site, as well as all tools, appliances,
construction equipment and machinery and surface materials, and shall leave the Project site clean
and ready for occupancy by Owner.
18.2 Any existing surface or subsurface improvements, including pavements,
curbs, sidewalks, pipes, utilities, footings, structures, trees and shrubbery, not indicated in the
Contract Documents to be removed or altered, shall be protected by Construction Contractor
from damage during the prosecution of the Work. Any such improvements so damaged shall
be restored by Construction Contractor at its expense to condition at least equal to that
existing at the time of Construction Contractor’s commencement of the Work.
18.3 Construction Contractor shall confine operations at the Project site to areas
permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders
of public authorities and the Contract Documents and shall not unreasonably encumber the site
with materials or equipment. Protection of construction materials or equipment stored on the site
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from weather, theft and damage is the sole responsibility and risk of Construction Contractor.
18.4 Only materials and equipment that are to be used directly in the Work shall
be brought to and stored on the Project site by Construction Contractor. After equipment is no
longer required for the Work, it shall be promptly removed from the Project site. Construction
Contractor shall ensure that the Work, at all times, is performed in a manner that affords
reasonable access, both vehicular and pedestrian, to the site of the Work and all adjacent areas.
The Work shall be performed, to the fullest extent reasonably possible, in such a manner that
public areas adjacent to the site of the Work shall be free from all debris, building materials, and
equipment likely to cause hazardous conditions.
18.5 Construction Contractor shall use best efforts to minimize any interference with
the occupancy or beneficial use of (i) any areas and buildings adjacent to the site of the Work,
and (ii) the building in the event of partial occupancy.
18.6 All labor, material and equipment required to provide and maintain controls for
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the duration of the Project including those associated with traffic control (including all signage,
street, sidewalks barriers and fencing), storm water and pollution controls shall be supplied and
paid for and maintained by Construction Contractor.
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19. ASSIGNMENT
19.1 Construction Contractor shall not assign the Contract or any part thereof,
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without the prior consent in writing of Owner. Any attempted assignment in violation of the
foregoing prohibition without Owner’s prior written consent shall be void. If Construction
Contractor does, with approval, assign the Contract or any part thereof, it shall require that its
assignee be bound to it and to assume toward Construction Contractor all of the obligations
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and responsibilities that Construction Contractor has assumed toward Owner.
20. PERMITS, LICENSES AND TAXES
20.1 All permits and licenses necessary for the prosecution of the Work shall be
procured and paid for by Construction Contractor. Permits and licenses to be acquired by
Construction Contractor with the assistance of Design Professional include building, site,
Department of Education, and utility permits, as well as all Health Department (DER) permits
required for the construction or relocation of DeKalb County water and/or sanitary sewer lines
and facilities, to the extent such water and/or sewer work is included in the Contract. If
Construction Contractor performs any Work without obtaining, or contrary to, such permits
or licenses, Construction Contractor shall bear all costs arising therefrom. All costs incurred
by Construction Contractor with respect to performing its obligations under this Subsection 20.1
shall be considered a direct cost item and shall be considered reimbursable as Cost of the
Work as provided for in the Contract. Owner shall fully cooperate with Construction
Contractor where necessary. Construction Contractor shall pay all governmental charges and
inspection fees necessary for the prosecution of the Work.
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20.2 Construction Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the performance of the
Work.
21. TERMINATION FOR DEFAULT
21.1 Construction Contractor shall be considered in material default of the Contract
and such default shall be considered cause for Owner to terminate the Contract, in whole or in
part, as further set forth in this Section, if Construction Contractor: (1) fails to begin the Work
under the Contract Documents within the time specified herein; or (2) fails to properly and
timely perform the Work as directed by Owner or Design Professional or as provided for in the
approved Master Project Schedule; or (3) performs the Work unsuitably or neglects or refuses to
remove materials or to correct or replace such Work as may be rejected as unacceptable or
unsuitable; or (4) discontinues the prosecution of the Work contrary to the requirements of the
Contract; or (5) fails to resume Work which has been suspended within a reasonable time after
being notified to do so; or (6) becomes insolvent or is declared bankrupt, or commits any act of
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bankruptcy; or (7) allows any final judgment to stand against it unsatisfied for more than ten
(10) days; or (8) makes an assignment for the benefit of creditors; or (9) fails to obey any
applicable codes, laws, ordinances, rules or regulations with respect to the Work; or (10) fails to
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promptly pay its subcontractors and suppliers; or (11) materially breaches any other provision of
the Contract Documents.
21.2 If Owner determines that Construction Contractor is in default under the
Contract, Owner shall notify Construction Contractor in writing of Construction Contractor’s
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default(s). If Owner determines that Construction Contractor has not remedied and cured the
default(s) within seven (7) calendar days following receipt by Construction Contractor of said
written notice, then Owner, at its option, without releasing or waiving its rights and remedies
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against Construction Contractor’s sureties and without prejudice to any other right or remedy
it may be entitled to hereunder or by law, may terminate Construction Contractor’s right to
proceed under the Contract, in whole or in part, and take possession of all or any portion of the
Work and any materials, tools, equipment, and appliances of Construction Contractor, take
assignments of any of Construction Contractor’s subcontracts and purchase orders that Owner
may designate, and complete all or any portion of Construction Contractor’s Work by whatever
means, method or agency which Owner, in its sole discretion, may choose. In making either
the initial determination that Construction Contractor is in default under the Contract or the
subsequent determination that Construction Contractor has failed to satisfactorily cure its
default, Owner may rely solely upon Design Professional’s certification to Owner that in Design
Professional’s opinion Construction Contractor is in default or has failed to satisfactorily cure its
default.
21.3 If Owner deems any of the foregoing remedies necessary, Construction
Contractor agrees that it shall not be entitled to receive any further payments hereunder until after
the Work is completed. All monies expended and all of the costs, losses, damages and extra
expenses, including all management, administrative and other overhead and other direct and
indirect expenses (including Design Professional and attorneys’ fees) or damages incurred by
Owner incident to such completion, shall be deducted from the unpaid balance of the
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Contract Amount, and if such expenditures exceed the unpaid balance of the Contract Amount,
Construction Contractor agrees to pay promptly to Owner on demand the full amount of such
excess, including costs of collection, attorneys’ fees (including appeals) and interest thereon at
the maximum legal rate of interest until paid. If the unpaid balance of the Contract Amount
exceeds all such costs, expenditures and damages incurred by Owner to complete the Work,
Construction Contractor shall not be entitled to any portion of such excess, except for the
unpaid portion of the Construction Management Fee earned and the Cost of the Work
incurred prior to Construction Contractor’s right to continue performance under the Contract
being terminated. Any amounts to be paid to Owner by Construction Contractor pursuant to this
Subsection 21.3 shall be certified by Design Professional, upon application, and this obligation for
payment shall survive termination of the Contract.
21.4 The liability of Construction Contractor hereunder shall extend to and include
the full amount of any and all sums paid, expenses and losses incurred, damages sustained,
and obligations assumed by Owner in good faith under the belief that such payments or
assumptions were necessary or required, in completing the Work and providing labor,
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materials, equipment, supplies, and other items therefor or re-letting the Work, and in
settlement, discharge or compromise of any claims, demands, suits, and judgments pertaining to
or arising out of the Work hereunder. Further, in the event Owner has exercised its right to
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terminate due to Construction Contractor’s default, Construction Contractor shall be prohibited
from bidding or otherwise seeking additional work from Owner in accordance with Owner’s then
current debarment policy.
21.5 If, after notice of termination of Construction Contractor’s right to proceed pursuant
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to this Section, it is determined for any reason that Construction Contractor was not in default, or
that its default was excusable, or that Owner is not entitled to the remedies against Construction
Contractor provided herein, then such termination shall be deemed a termination for Owner’s
convenience and Construction Contractor’s remedies against Owner shall be the same as
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and limited to those afforded Construction Contractor under Subsection 22.1 below.
22. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION
22.1 Owner shall have the right to terminate the Contract without cause upon seven
(7) calendar days’ written notice to Construction Contractor. In the event of such termination
for convenience, Construction Contractor’s recovery against Owner shall be limited to that
portion of the Contract Amount earned through the date of termination, together with any
retainage withheld and reasonable termination expenses incurred, but Construction Contractor
shall not be entitled to any other or further recovery against Owner, including damages or
any anticipated profit on portions of the Work not performed.
22.2 Owner shall have the right to suspend all or any portions of the Work upon giving
Construction Contractor two (2) calendar days’ prior written notice of such
suspension. If all or any portion of the Work is so suspended, Construction Contractor’s
sole and exclusive remedy shall be to seek an extension to the Contract Time in
accordance with the procedures set forth in the Contract Documents. In no event
shall Construction Contractor be entitled to any additional compensation or damages
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except as otherwise expressly provided for in the Contract Documents; provided,
however, if the ordered suspension exceeds ninety (90) calendar days, Construction
Contractor shall have the right to terminate the Contract with respect to that portion of
the Work which is subject to the ordered suspension. When all or a portion of the Work
is suspended for any reason, Construction Contractor shall securely fasten down all
coverings and fully protect the Work, as necessary, from injury or damage.
23. COMPLETION
23.1 When the entire Work (or any portion thereof designated in writing by Owner) is
substantially complete, Construction Contractor shall notify Owner and Design Professional in
writing that the entire Work (or such designated portion) is substantially complete and request that
Design Professional issue a Certificate of Substantial Completion (or Certificate of Partial
Substantial Completion). The issuance of a Certificate of Occupancy or Conditional Certificate of
Occupancy for the Work shall be an express condition precedent to Contractor’s right to request
that Design Professional issue a Certificate of Substantial Completion. The written notice from
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Construction Contractor referenced in the first sentence of this Subsection shall include a proposed
punch list of all items of Work to be completed or corrected by Construction Contractor. Within a
reasonable time thereafter, Owner, Construction Contractor and Design Professional shall make an
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inspection of the Work (or designated portion thereof) to determine the status of completion. If
Owner and Design Professional do not consider the Work (or designated portion)
substantially complete, Design Professional shall notify Construction Contractor in writing
giving the reasons therefor. In such case, Construction Contractor shall pay the costs of all
additional Substantial Completion inspections. If Owner and Design Professional consider the
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Work (or designated portion) substantially complete, Design Professional shall prepare and
deliver to Construction Contractor a Certificate of Substantial Completion (or Certificate of Partial
Substantial Completion) which shall fix the date of Substantial Completion for the entire
Work (or designated portion thereof) is actually achieved by Construction Contractor and
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include a final punch list of items to be completed or corrected by Construction Contractor before
final payment. Such final punch list shall be in compliance with the Contract Documents and all
applicable laws. Accordingly, Design Professional shall provide the final punch list to
Construction Contractor within seven (7) calendar days after Construction Contractor has
achieved Substantial Completion. Construction Contractor acknowledges and agrees that the
failure to include any corrective work or pending items not yet completed on the punch list does
not alter the responsibility of Construction Contractor to complete all the Work required under the
Contract and does not waive Owner’s right to demand completion of the item pursuant to the
Contract Documents prior to or after final payment. Additionally, if the Contract involves Work
on more than one building or structure, or involves a multi-phased Project, a punch list shall be
developed in accordance with the timelines set forth in this Section for each building, structure,
or phase of the Project. Owner shall have the right to exclude Construction Contractor from
the Work and Project site (or designated portion thereof) after the date of Substantial
Completion (or partial Substantial Completion), but Owner shall allow Construction Contractor
reasonable access to complete or correct items on the final punch list.
23.2 When Construction Contractor believes it has fully performed all of the
Work, including all punch list items, Construction Contractor shall deliver to Owner a written
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affidavit from Construction Contractor certifying that all Work has been completed in
accordance with the requirements of the Contract Documents. That written affidavit shall be
delivered to Owner by Construction Contractor at the same time it submits its final
Application for Payment, which Construction Contractor shall submit within one hundred
twenty (120) days of the date of Substantial Completion. After receipt of such affidavit, the final
Application for Payment and all other documents required for Project close-out, Design
Professional and Owner shall promptly inspect the Work to determine if all of the Work has
been completed and is ready for final acceptance by Owner. If Owner and Design Professional
determine Construction Contractor has completed the entire Work, Design Professional shall
promptly issue a final Certificate for Payment, stating that, to the best of its knowledge,
information and belief, and on the basis of its observations and inspections: (i) all of the Work has
been completed in accordance with the requirements of the Contract Documents; (ii) the final
balance due Construction Contractor, as noted in the final Certificate for Payment, is due and
payable; and (iii) all conditions precedent to Construction Contractor’s entitlement to final
payment have been satisfied. Neither the final payment nor the retainage shall become due and
payable until Construction Contractor submits: (1) the Interim and final Release and Affidavit in the
forms attached to the Agreement as Exhibit H, (2) consent of surety to final payment, (3) all
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close-out documentation and information required by the Contract Documents to be provided by
Construction Contractor prior to its entitlement to final payment, and (4) if required by Owner,
other data establishing payment or satisfaction of all obligations, such as receipts, releases
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and waivers of liens, arising out of the Contract Documents, to the extent and in such form as may
be designated by Owner. Owner reserves the right to inspect the Work and make an
independent determination as to the Work’s acceptability, even though Design Professional may
have issued its recommendations. Unless and until Owner is completely satisfied that Final
Completion has been achieved, neither the final payment nor the retainage shall become due and
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payable.
24. WARRANTY
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24.1 Construction Contractor shall obtain and assign to Owner on a non-exclusive
basis all warranties given to Construction Contractor by any subcontractors or by any
materialmen supplying materials, equipment or fixtures to be incorporated into the Project.
Construction Contractor expressly warrants to Owner that all materials and equipment to be
incorporated into the Work shall be new unless otherwise specified. Further, Construction
Contractor expressly warrants to Owner that all Work shall be of good quality, free from all
defects and in conformance with the Contract Documents. Construction Contractor further
warrants to Owner that all materials and equipment furnished under the Contract Documents
shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with
the instructions of the applicable manufacturers, fabricators, suppliers or processors except as
otherwise provided for in the Contract Documents. Further, any warranty to be provided will be
in such form as is acceptable to Owner and shall not include any exclusions, exceptions or
modifications except to the extent approved by Owner in its sole discretion. In addition to all
other rights and remedies available to Owner at law or in equity, including any implied
warranties Owner may be entitled to as a matter of law, Construction Contractor expressly
warrants to Owner that it shall promptly correct, upon receipt of written notice from Owner, any
portion of the Work which is found to be defective or otherwise not in conformance with the
requirements of the Contract Documents. In the event that any defective or non-conforming work
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is deemed by Owner in its sole discretion to present an immediate threat to safety or security,
Owner shall be entitled to correct and fix such defective or non-conforming portions of the
Work, and Construction Contractor shall reimburse Owner for all costs and expenses incurred by
Owner in performing such Work. This obligation to correct defective or nonconforming Work
shall run for a period of one (1) year (or such longer period of time as may otherwise be
specified in the Contract Documents) commencing from the date Substantial Completion is
achieved. With respect to the correction of any defective or nonconforming Work, Construction
Contractor shall be liable for all damage to any part of the Work itself and to any adjacent
property which is caused by such corrective work. Construction Contractor shall conduct, jointly
with Owner and Design Professional, a warranty inspection at six (6) months and eleven (11)
months after the date Substantial Completion is achieved. Construction Contractor’s warranty
excludes remedy for damage or defect caused by Owner’s abuse, modifications not performed
by Construction Contractor, improper or insufficient maintenance by Owner (unless such
maintenance was performed in accordance with the directions from Construction Contractor),
improper operation by Owner (unless such operations were performed in accordance with the
directions from Construction Contractor), or normal wear and tear under normal usage.
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25. TESTS AND INSPECTIONS
25.1
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Owner, Design Professional, their respective representatives, agents and
employees, and governmental agencies with jurisdiction over the Project shall have access at all
times to the Work, whether the Work is being performed on or off of the Project site, for
their observation, inspection and testing. Construction Contractor shall provide proper, safe
conditions for such access. Construction Contractor shall provide Design Professional and the
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Owner with timely prior written notice (at least 48 hours) of the readiness of the Work for all
required inspections, tests or approvals.
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25.2 If the Contract Documents or any codes, laws, ordinances, rules or regulations
of any public authority having jurisdiction over the Project requires any portion of the Work to
be specifically inspected, tested or approved, Construction Contractor shall assume full
responsibility therefore, pay all costs in connection therewith and furnish Design
Professional the required certificates of inspection, testing or approval. All inspections, tests or
approvals shall be performed in a manner and by organizations acceptable to Owner and Design
Professional.
25.3 If any Work that is to be inspected, tested or approved pursuant to the Contract
Documents is covered without such inspection, testing or approval having been
satisfactorily obtained by Construction Contractor and without obtaining the written
concurrence from Design Professional, such Work must, if requested by Design Professional, be
uncovered for observation. Such uncovering shall be at Construction Contractor’s expense unless
Construction Contractor has given Design Professional forty-eight (48) hours’ written notice
of Construction Contractor’s intention to cover the same and has requested written
concurrence by Design Professional and Design Professional has not acted with reasonable
promptness to respond to such notice and request. If any Work is covered contrary to written
directions from Design Professional, such Work must, if requested by Design Professional, be
uncovered for Design Professional’s observation and be replaced at Construction Contractor’s
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sole expense.
25.4 Owner shall charge to Construction Contractor and may deduct from any payments
due Construction Contractor all engineering and inspection expenses incurred by Owner in
connection with any overtime work unless such overtime work was expressly requested by Owner
and Construction Contractor was on schedule. Such overtime work consisting of any work during
the construction period beyond the regular eight (8) hour day and for any work performed
on Saturday, Sunday or holidays.
25.5 Neither observations by Design Professional or Owner, nor inspections, tests
or approvals by others shall relieve Construction Contractor from Construction Contractor’s
obligations to perform the Work in accordance with the Contract Documents.
25.6 Construction Contractor is responsible, without reimbursement from Owner, for
re- inspection fees and costs, to the extent such re-inspections are due to the fault or
neglect of Construction Contractor.
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25.7 Construction Contractor shall only use a certified independent testing and
balancing services contractor to perform “Test and Balance” (“T&B”) services for this Project.
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The T&B contractor shall be completely independent of Construction Contractor’s mechanical and
ventilating subcontractor(s). Construction Contractor shall be responsible for coordinating
mechanical/ventilating (“HVAC”) work, including HVAC control systems and T&B work.
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25.8 A completed preliminary T&B report meeting the requirements of the
governmental authority(ies) having jurisdiction over the Project shall be delivered by Construction
Contractor to Owner prior to and as a condition of achieving Substantial Completion.
Construction Contractor shall deliver to Owner the final T&B report within thirty (30) days
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after the date of Substantial Completion and the delivery of such final T&B report shall be a
condition of final payment.
25.9 In addition to all other inspection obligations of Construction Contractor under
the Contract Documents, Construction Contractor shall provide structural inspections on
threshold buildings pursuant to a structural inspection plan prepared by Design Professional..
The purpose of the structural inspection plan is to provide specific inspection requirements,
procedures and schedules so the building’s structure can be adequately inspected for compliance
with the applicable Contract Documents. Inspection of the shoring and reshoring for conformance
with the shoring and reshoring plans is also required. The threshold building inspection shall be
performed by a threshold inspector, certified by the State of Georgia and approved by
Owner. Construction Contractor shall promptly provide to Owner and Design Professional
copies of all threshold building inspection reports.
26. DEFECTIVE WORK
26.1 Work not conforming to the requirements of the Contract Documents shall
be deemed defective Work. If required by Owner or Design Professional, Construction
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Contractor shall as directed, either correct all defective Work, whether or not fabricated, installed or
completed, or, if the defective Work has been rejected by Owner or Design Professional,
remove it from the site and replace it with non-defective Work. Construction Contractor shall
bear all direct, indirect and consequential costs of such correction or removal (including fees
and charges of engineers, architects, attorneys and other professionals) made necessary thereby,
and shall hold Owner and Design Professional harmless for same.
26.2 If Owner or Design Professional consider it necessary or advisable that covered
Work be observed by Design Professional or inspected or tested by others, Construction
Contractor, at Design Professional’s or Owner’s request, shall uncover, expose or otherwise make
available for observation, inspection or tests as Owner or Design Professional may require, that
portion of the Work in question, furnishing all necessary labor, material and equipment. If it is
found that such Work is defective, Construction Contractor shall bear all direct, indirect and
consequential costs of such uncovering, exposure, observation, inspection and testing and of
satisfactory reconstruction (including fees and charges of engineers, architects, attorneys and
other professionals), and Owner shall be entitled to an appropriate decrease in the Contract
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Amount. If, however, such Work is not found to be defective, Construction Contractor shall be
allowed an increase in the Contract Amount and/or an extension to the Contract Time, directly
attributable to such uncovering, exposure, observation, inspection, testing and reconstruction.
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26.3 Owner shall have the right to order Construction Contractor to stop all or
any portion of the Work if at any time Owner reasonably determines that Construction
Contractor’s performance of the Work is not in compliance with the requirements of the
Contract Documents. Such noncompliance shall include Construction Contractor’s failure to
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provide adequate labor, materials or equipment to satisfactorily maintain the various Project
schedules (including the Master Project Schedule). This right to stop the Work shall be exercised,
if at all, solely for Owner’s benefit and nothing herein shall be construed as obligating Owner to
exercise this right for the benefit of Construction Contractor or any other person.
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26.4 Should Owner determine, at its sole opinion, it is in Owner’s best interest to accept
defective Work, Owner may do so. Construction Contractor shall bear all direct, indirect and
consequential costs attributable to Owner’s evaluation of and determination to accept defective
Work. If such determination is rendered prior to final payment, a Change Order shall be executed
evidencing such acceptance of such defective Work, incorporating the necessary revisions in
the Contract Documents and reflecting an appropriate decrease in the Contract Amount. If
Owner accepts such defective Work after final payment, Construction Contractor shall
promptly pay Owner an appropriate amount determined by Owner to adequately compensate
Owner for its acceptance of the defective Work.
26.5 If Construction Contractor fails, within a reasonable time (as determined by
Owner) after the written notice from Owner or Design Professional, to correct defective Work or
to remove and replace rejected defective Work as required by Owner or Design Professional,
or if Construction Contractor fails to perform the Work in accordance with the Contract
Documents, or if Construction Contractor fails to comply with any of the provisions of the
Contract Documents, Owner may, after seven (7) days’ written notice to Construction
Contractor, correct and remedy any such deficiency. To the extent necessary to complete
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corrective and remedial action, Owner may exclude Construction Contractor from any or all of
the Project site, take possession of all or any part of the Work, and suspend Construction
Contractor’s services related thereto, take possession of Construction Contractor’s tools,
appliances, construction equipment and machinery at the Project site and incorporate in the Work
all materials and equipment stored at the Project site or for which Owner has paid Construction
Contractor but which are stored elsewhere. Construction Contractor shall allow Owner, Design
Professional and their respective representatives, agents, and employees such access to the Project
site as may be necessary to enable Owner to exercise the rights and remedies under this Section.
All direct, indirect and consequential costs of Owner in exercising such rights and remedies shall
be charged against Construction Contractor, and a Change Order or a Construction Change
Directive shall be issued, incorporating the necessary revisions to the Contract Documents,
including an appropriate decrease to the Contract Amount. Such direct, indirect and
consequential costs shall include fees and charges of engineers, architects, attorneys and other
professionals, all court and arbitration costs and all costs of repair and replacement of work of
others destroyed or damaged by correction, removal or replacement of Construction
Contractor’s defective Work. Construction Contractor shall not be allowed an extension of the
Contract Time because of any delay in performance of the Work attributable to the exercise
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by Owner of Owner’s rights and remedies hereunder.
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27. SUPERVISION AND CONSTRUCTION CONTRACTOR’S REPRESENTATIVE
27.1 Construction Contractor is responsible for supervising, coordinating and
performing the Work with such care and skill as would be provided by a contractor with
extensive and special expertise in the type of work required under the Contract Documents.
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Construction Contractor is responsible for completing the Work so that it complies accurately
and completely with the requirements of the Contract Documents. Construction Contractor shall
keep on the Work at all times specified in the Itemized General Conditions Expenses Attachment
to be attached to the GMP Amendment during its progress a competent resident representative who
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shall not be replaced without prior written notice to Owner and Design Professional except under
extraordinary circumstances. The representative shall have authority to act on behalf of
Construction Contractor. All communications given to the representative shall be as binding as
if given to Construction Contractor. Owner shall have the right to direct Construction Contractor
to remove and replace its Project representative or any other employee of Construction
Contractor or any employee of any subcontractor from the Project, with or without cause.
27.2 Construction Contractor shall maintain sufficient off-site support staff, and
competent full time staff at the Project site authorized to act on behalf of Construction
Contractor to coordinate, inspect and provide general direction of the Work and progress of the
subcontractors. Construction Contractor shall provide no less than those personnel during the
respective phases of construction that are set forth in Exhibit L to the Agreement. Construction
Contractor shall not change any of those persons identified in Exhibit L unless mutually agreed
to in writing by Owner and Construction Contractor. In such case, Owner shall have the right to
approve the replacement personnel.
27.3 Construction Contractor shall establish and maintain lines of authority for
its personnel, and shall provide this information to Owner and all other affected parties, such as
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the code inspectors of any permitting authority, the subcontractors, and Design Professional.
Owner and Design Professional may attend meetings between Construction Contractor and
its subcontractors; however, such attendance is optional and shall not diminish either the
authority or responsibility of Construction Contractor to administer the subcontracts.
27.4 Construction Contractor shall be responsible to Owner for the acts and
omissions of its employees and agents and its subcontractors, their agents and employees, and all
other persons performing any of the Work or supplying materials under a contract to
Construction Contractor. Construction Contractor shall develop and maintain a program,
acceptable to Owner and Design Professional, to assure quality control of the Work.
Construction Contractor shall supervise the Work of all subcontractors, providing instructions to
each when their portion of the Work does not conform to the requirements of the Contract
Documents and Construction Contractor shall continue to exert its influence and control over
each subcontractor to ensure that corrections are made in a timely manner so as to not affect the
efficient progress of the Work. Should a disagreement occur between Construction Contractor
and Design Professional over the acceptability of the Work, Owner, in its sole discretion, shall
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have the right to determine the acceptability.
27.5 Construction Contractor shall not employ on the Project any person who has
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been convicted of a felony or misdemeanor-level criminal charge regarding sexual abuse or
misconduct, nor permit any subcontractor to assign any employee of it to the Project who has been
convicted of a felony or misdemeanor-level criminal charge regarding sexual abuse or
misconduct.
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28. PROTECTION OF WORK
28.1 Construction Contractor shall fully protect the Work and adjacent property
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from loss or damage and shall bear the cost of any such loss or damage until final payment has
been made. Loss or damage includes environmental impacts to the ground, air, and water. If
Construction Contractor or anyone for whom Construction Contractor is legally liable is responsible
for any loss or damage to the Work or other work or materials of Owner or Owner’s
separate contractors, or adjacent property, Construction Contractor shall be charged with the
same, and any monies necessary to replace such loss or damage shall be deducted from any
amounts due Construction Contractor.
28.2 Construction Contractor shall ascertain what temporary enclosures, if any, of
building areas, including existing facilities, should be provided for and may be provided as a
practical matter, in order to assure orderly progress of the Work and to protect and secure the
Work and existing facilities, in periods when extreme weather conditions are likely to be
experienced.
28.3 Construction Contractor shall not permit any unsafe loading of any structure at
the Project site, nor shall Construction Contractor subject any part of the Work or adjacent
property to any forces that will endanger it.
28.4 Construction Contractor shall not disturb any benchmark established by
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Owner with respect to the Project. If Construction Contractor, or its subcontractors, agents or
anyone for whom Construction Contractor is legally liable, disturbs Owner’s benchmarks,
Construction Contractor shall immediately notify Owner and Design Professional. Owner
shall have the benchmarks reestablished and Construction Contractor shall be liable for all
costs incurred by Owner associated therewith.
29. EMERGENCIES
29.1 Construction Contractor shall take immediate action to prevent injury to any
person or damage to any property (including the Work and any adjacent property) which
otherwise might arise from an emergency event at the Project site. Property damage includes
environmental impacts to the ground, air, and water. Construction Contractor shall give Design
Professional, Owner and Program Manager written notice within forty-eight (48) hours after
the occurrence of the emergency, if Construction Contractor believes that any significant
changes in the Work or variations from the Contract Documents have been caused thereby.
In addition, Construction Contractor shall deliver to the Owner and Program Manager copies of
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any written notice of violations received by Construction Contractor or subcontractors within
forty-eight (48) hours following notification by the regulatory agency. If Design Professional
determines that a change in the Contract Documents is required because of the action taken in
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response to an emergency, a Change Order shall be issued to document the consequences of the
changes or variations. If Construction Contractor fails to provide the forty-eight (48) hour
written notice noted above, Construction Contractor shall be deemed to have waived any right
it otherwise may have had to seek an adjustment to the Contract Amount or an extension to the
Contract Time. Construction Contractor is obligated to promptly report in writing to Owner all
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accidents relating to the Work that result in any personal injury or property damage. The notice
procedures contained in this Section 29 control over any conflicting notice periods herein.
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30. USE OF PREMISES
30.1 At all times during the performance of the Work, Construction Contractor shall
keep all of its operations, (including the use and storage of all equipment and materials), within
the Project site or such other areas as may be permitted by the Contract Documents.
Construction Contractor shall not use the Project site in any manner that is unreasonably
burdensome or otherwise inconsistent with Owner’s interest. Construction Contractor is
responsible for any damage to any such area, or to the owner or occupant thereof, or any areas
contiguous thereto, resulting from the performance of the Work.
30.2 Except as required by the Contract Documents or otherwise required in order
for Construction Contractor to satisfy its safety and security obligations under the Contract
Documents, Construction Contractor shall not erect or install, nor shall it permit any of its
subcontractors, suppliers, subconsultants or any other party for whom it is legally responsible to
erect or install, any signage upon the Project site or any other property of Owner, unless such
signage has been expressly approved in writing by Owner, which approval may be withheld by
Owner in its sole discretion.
30.3 Construction Contractor acknowledges that Work may be performed at a
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particular Project site where Owner simultaneously is conducting and continuing its operations
upon the same site. In such event, Construction Contractor shall coordinate its Work so as to
cause no unreasonable interference with or disruption to Owner’s operations.
30.4 Owner may take early occupancy of all or any portions of the Work, at Owner’s
election, by designating in writing to Construction Contractor the specific portions of the Work to
be occupied and the date such occupancy shall commence. If any such specific early
occupancy was not expressly identified at the time the GMP was established and such early
occupancy negatively impacts Construction Contractor’s cost or time of performance,
Construction Contractor shall be entitled to an equitable adjustment to the Contract Amount and
the Contract Time, all in accordance with the other terms and conditions of the Contract
Documents.
31. SAFETY
31.1 Construction Contractor is responsible for the safety and protection of all persons
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and property on or about the Project site during the progress of the Work. Further, it is Construction
Contractor’s responsibility to protect from damage or loss all material and equipment to be
incorporated into the Work which may be stored off of the Project site. Construction Contractor
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shall develop and implement, in accordance with the requirements of the Contract Documents,
a safety plan for the Work.
31.2 Construction Contractor shall comply with, and give notices required by, all
applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public
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authorities applicable to performance of the Work and rules and regulations of Owner and
any public body having jurisdiction over the Work, including all of their safety and building
codes, environmental laws, ordinances, rules and regulations. Construction Contractor shall notify
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owners of adjacent property and of any underground structures or improvements and utility
owners when prosecution of the Work may affect them, and shall cooperate with them in the
protection, removal, relocation or replacement of their property. Construction Contractor’s duties
and responsibilities for the safety and protection of the Work and the environment shall continue
until such time as the Work is completed and final acceptance of same by Owner has occurred.
Construction Contractor shall erect and maintain, as required by existing conditions and
performance of the Contract, reasonable safeguards for safety and protection, including posting
danger signs and other warnings against hazards, promulgating safety regulations and notifying
owners and users of adjacent sites and utilities. Further, Construction Contractor shall employ
all necessary measures to protect adjoining adjacent property and shall provide barricades,
temporary fences and covered walkways required to protect the safety of passersby, as required
by prudent construction practices, local building codes, ordinances or other laws and the
Contract Documents. Construction Contractor shall not permit any part of the construction or site
to be loaded so as to cause damage or create an unsafe condition.
31.3 At all times during the performance of the Work at the Project site, Construction
Contractor shall have designated, and located on a full time basis at the Project site, a qualified
individual whose responsibility shall be to monitor and enforce Construction Contractor’s
safety program at the Project site. Construction Contractor hereby designates its superintendent
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as that safety representative. Construction Contractor may designate by written notice to Owner
another individual, reasonably acceptable to Owner, who shall be Construction Contractor’s
safety representative at the Project site.Alcohol, drugs and all illegal substances are strictly
prohibited on any Owner property. All employees of Construction Contractor, as well as those of
all subcontractors and those of any other person or entity for whom Construction Contractor is
legally liable (collectively referred to herein as “Employees”), shall not possess or be under
the influence of any such substances while on any Owner property. Further, Employees shall
not bring on to any Owner property any gun, rifle or other firearm, or explosives of any kind.
31.4 Construction Contractor acknowledges that the Work may be progressing on
a Project site which is located upon or adjacent to an existing Owner facility. In such
event, Construction Contractor shall comply with the following:
31.4.1 All Owner facilities are smoke free. Smoking is strictly prohibited;
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31.4.2 All Employees shall be provided an identification badge by
Construction Contractor. Such identification badge must be prominently displayed on the
outside of the Employees’ clothing at all times. All Employees working at the Project site must
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sign in and out with Construction Contractor each day;
31.4.3 Construction Contractor shall strictly limit its operations to the
designated work areas and shall not permit any Employees to enter any other portions of
Owner’s property without Owner’s expressed prior written consent;
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31.4.4 All Employees are prohibited from distributing any papers or other
materials upon Owner’s property, and are strictly prohibited from using any of Owner’s
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telephones or other office equipment;
31.4.5 All Employees shall at all times comply with OSHA regulations
with respect to dress and conduct at the Project site. Further, all Employees shall comply with the
dress, conduct and facility regulations issued by Owner’s officials onsite, as said regulations
may be changed from time to time;
31.4.6 All Employees shall enter and leave Owner’s facilities only through the
ingress and egress points identified in the site utilization plan approved by Owner or as
otherwise designated, from time to time, by Owner in writing;
31.4.7 When requested, Construction Contractor shall cooperate with any
ongoing Owner investigation involving personal injury, economic loss or damage to Owner’s
facilities or personal property therein;
31.4.8 Owner is committed to the education and safety of its students, faculty
and employees. To that end, Construction Contractor is required to ensure that all Employees do
not possess criminal records that would violate Owner’s standard for employment as set forth
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by the Georgia Department of Education. Construction Contractor shall ensure at all times
that the Employees are in compliance with such standards;Interaction between the Employees
and the teacher and student population is strictly prohibited; and
31.4.9 The Employees may not solicit, distribute or sell products while on
Owner’s property. Friends, family members or other visitors of the Employees are not permitted
on Owner’s property.
31.5 At all times Construction Contractor shall adhere to Owner’s safety and
security regulations, and shall comply with all security requirements at Owner’s facilities,
including all safety and security regulations and requirements, as said regulations and
requirements may be modified or changed by Owner from time to time.
31.6 Construction Contractor certifies that no person or subcontractor will be assigned to
work on any work pursuant to the Contract that pose any threat or risk of harm to the health, safety
or welfare of any student, employee, guest, vendor or property of Owner. Further, Construction
Contractor agrees to indemnify and hold harmless Owner and its officers and employees from any
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and all claims, suits, damages, costs, or attorney fees incurred as a result of any harm done to any
student, employee, guest, vendor or property of Owner by Construction Contractor’s employees or
subcontractors assigned to do work pursuant to the Contract.
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32. PROJECT MEETINGS
32.1 Prior to the commencement of Work, Construction Contractor shall attend a
preconstruction conference with Owner and Design Professional and others as appropriate to
discuss the Master Project Schedule, procedures for handling shop drawings and other
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submittals, and for processing Applications for Payment, and to establish a working
understanding among the parties as to the Work. During the prosecution of the Work,
Construction Contractor shall attend any and all meetings convened by Owner or Design
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Professional with respect to the Project, when directed to do so by Owner or Design
Professional. Construction Contractor shall have its subcontractors and suppliers attend all such
meetings (including the preconstruction conference) as may be directed by Owner or Design
Professional.
33. MATERIAL SAFETY DATA SHEET
Construction Contractor is responsible for compliance with any requirements included in the
Contract Documents regarding hazardous materials. If any chemicals, materials, or products
containing toxic substances, as defined by 29 C.F.R. 1910, Subpart Z or any local, state or
federal statutes or regulations, are contained in the products used on site or incorporated into the
construction by Construction Contractor or any of its subcontractors, Construction Contractor shall
provide to Design Professional and Owner a Material Safety Data Sheet at the time of each delivery
or prior to each new use of such product. Construction Contractor shall indemnify and hold
harmless Owner against the cost and expense Owner incurs: (a) for remediation of a material or
substance Construction Contractor brings to the site and negligently handles, or (b) where
Construction Contractor fails to perform its obligations under Subsection 11.3 above, except to the
extent that the cost and expense are due to Owner’s fault or negligence.
34. AUDITING AND RECORDKEEPING
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34.1 Construction Contractor shall keep all records and supporting
documentation which concern or relate to the Work hereunder for a minimum of three (3) years
from the date of termination of the Contract or the date the Project is completed, whichever is
later or such longer period of time as may be required by law. Construction Contractor
shall require all of its subcontractors to likewise retain all of their Project records and
supporting documentation. Owner, and any duly authorized agents or representatives of Owner,
shall be provided access to all such records and supporting documentation at any and all times
during normal business hours upon request by Owner. Further, Owner, and any duly
authorized agents or representatives of Owner, shall have the right to audit, inspect and copy
all of Construction Contractor’s and any subcontractor’s Project records and documentation as
often as they deem necessary and Construction Contractor shall cooperate in any audit,
inspection, or copying of the documents.
34.2 Construction Contractor acknowledges and agrees that Owner is obligated to
timely comply with requests for information pursuant to state and federal laws and regulations.
Construction Contractor agrees and shall to comply with all provision of the Georgia Open
Records Act ("ORA") (O.C.G.A. § 50-18-70 et. seq.), and to make records pertaining to
performance of services, provision of goods or other functions under this Agreement available for
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public inspection upon request, unless otherwise exempt under other provisions of the ORA.
34.3 If at any time, Owner conducts such an audit of Construction Contractor’s records
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and documentation and finds that Construction Contractor overcharged Owner, Construction
Contractor shall pay to Owner the Overcharged Amount which is defined as the total aggregate
overcharged amount together with interest thereon (such interest to be established at the rate of
Twelve percent (12%) per annum. If the Overcharged Amount is equal to or greater than Ten
Thousand and No/100 Dollars ($10,000.00), Construction Contractor shall pay to Owner
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the Overcharged Amount and the Audit Amount which is defined as the total aggregate of
Owner’s reasonable audit costs incurred as a result of its audit of Construction Contractor.
Owner may recover the Overcharged Amount and the Audit Amount, as applicable, from any
amount due or owing Construction Contractor with regard to the Project or under any other
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agreement between Construction Contractor and Owner. If such amounts owed Construction
Contractor are insufficient to cover the Overcharged Amount and Audit Amount, as applicable,
then Construction Contractor hereby acknowledges and agrees that it shall pay such remaining
amounts to Owner within seven (7) business days of its receipt of Owner’s invoice for such
remaining amounts. In no event shall the Overcharged Amount or the Audit Amount be deemed
a reimbursable Cost of the Work.
34.4 This Section 34, including all access, inspection, copying, auditing,
reimbursement and repayment rights shall survive the termination of the Contract.
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35. COMPLIANCE WITH LAWS
35.1 Construction Contractor agrees to and shall comply, at its own expense, with all
federal, state and local laws, codes, statutes, ordinances, rules, administrative orders,
regulations and requirements applicable to the Project and to the Work, including but not limited
to local building codes, fire safety and accountability codes, and other safety codes and
regulations, and shall also ensure the compliance of its subcontractors, sub-subcontractors, and
consultants. If Construction Contractor observes that the Contract Documents are at variance
therewith, it shall promptly notify Owner and Design Professional in writing.
35.2 For federally funded projects, Construction Contractor must comply with all
federal rules and regulations including those defined in the Davis Bacon Wage Rate Act, the
federal Education Department General Administrative Regulations (EDGAR), and those acts
referred to by EDGAR, such as the Copeland Anti-Kickback Act (29 C.F.R. Part 3) and the
Contract Work Hours and Safety Standards Act (28 C.F.R. Part 5).
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35.3 Compliance with Federal and State Work Authorization and Immigration Laws.
The Contractor and all Subcontractors and consultants must comply with all federal and state
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work authorization and immigration laws, and must, as a material condition of this Contract,
certify compliance with O.C.G.A. §13-10-91 . The required Contractor’s affidavit set forth in
Exhibit G must be filed with the Owner at contract execution and shall become a part of this
Contract. Required subcontractor affidavits set forth in Exhibit G must be obtained and
maintained by the Contractor as of the beginning date of this contract and the beginning date of
each subcontract or consultant contract. A copy of each such verification shall be provided to the
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Owner at the time the subcontractor or consultant is retained. State officials, including officials
of the Owner, retain the right to inspect and audit the Project Site and employment records of the
Contractor, its Subcontractors and consultants without notice during normal working hours until
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Final Completion, and as otherwise specified by law and by Chapter 300-10-1 et seq. of the Rules
and Regulations of the Georgia Department of Labor. Contractor warrants that it will include a
similar provision in all contracts entered into with Subcontractors for the physical performance of
services in satisfaction of this Contract
35.4 Construction Contractor further agrees to pay any expenses, including
attorneys’ fees, incurred by Owner as a result of such failure to comply with applicable federal,
state and local laws, codes, statutes, ordinances, rules, administrative orders, regulations and
requirements applicable to the Project.
36. SUBCONTRACTS
36.1 Construction Contractor shall review the design and shall determine how it
desires to divide the sequence of construction activities. Construction Contractor will
determine the breakdown and composition of bid packages for award of subcontracts, based on the
current Master Project Schedule, and shall supply a copy of that breakdown and composition to
Owner and Design Professional for their review and approval. Construction Contractor shall take
into consideration such factors as natural and practical lines of severability, sequencing
effectiveness, access and availability constraints, total time for completion, construction market
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conditions, availability of labor and materials, community relations and any other factors
pertinent to saving time and costs.
36.2 A subcontractor is any person or entity who is performing, furnishing, supplying
or providing any portion of the Work pursuant to a contract with Construction Contractor.
Construction Contractor shall be solely responsible for and have control over the
subcontractors. Construction Contractor shall negotiate all Change Orders, Construction
Change Directives and Request for Proposals, with all affected subcontractors and shall review the
costs of those proposals and advise Owner and Design Professional of their validity and
reasonableness, acting in Owner’s best interest, prior to requesting approval of each Change
Order from Owner.
36.3 When Construction Contractor submits its guaranteed maximum price proposal to
Owner, Construction Contractor also shall submit to Owner a list of the names, addresses,
licensing information and phone numbers of the subcontractors Construction Contractor intends
to use for each portion of the Work, as well as identifying in writing those portions of the Work it
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intends to perform with its own employees. The list identifying each subcontractor cannot be
modified, changed, or amended without prior written approval from Owner. Any and all work
to be self- performed by Construction Contractor must be approved in writing by Owner in its
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sole discretion prior to commencement of such work. Construction Contractor shall
continuously update that subcontractor list, so that it remains current and accurate throughout the
entire performance of the Work. Construction Contractor shall not enter into a subcontract with
any subcontractor, if Owner reasonably objects to that subcontractor. Construction Contractor
shall not be required to contract with anyone it reasonably objects to. As part of the Project
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document file to be maintained by Construction Contractor at the Project site, Construction
Contractor shall keep on file a copy of the license for every subcontractor and sub-subcontractor
performing any portion of the Work, as well as maintain a log of all such licenses.
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36.4 All subcontracts between Construction Contractor and its subcontractors shall be
in writing and are subject to Owner’s approval. Further, all subcontracts shall: (1) require each
subcontractor to be bound to Construction Contractor to the same extent Construction Contractor
is bound to Owner by the terms of the Contract Documents, as those terms may apply to the portion
of the Work to be performed by the subcontractor, (2) provide for the assignment of the subcontracts
from Construction Contractor to Owner at the election of Owner upon termination of Construction
Contractor, (3) provide that Owner and its officers and employees will be additional
indemnified parties of the subcontract, (4) provide that Owner and its officers and employees will
be additional insureds on all insurance policies required to be provided by the subcontractor
except workman’s compensation and professional liability, if applicable, (5) assign all warranties
directly to Owner, (6) identify Owner as an intended third-party beneficiary of the subcontract,
(7) provide that the Work being performed pursuant to such subcontract be performed in
accordance with the requirements and intent of the Contract Documents and provide for
retainage as specified Subsection 4.5 of these General Terms and Conditions; (8) provide for
submission of Applications for Payment in form acceptable to Owner, together with reasonable
backup and supporting information, together with Releases and Affidavits and Waivers of
Right to Claim Against the Payment Bond, in the forms required by the Contract, (9) provide
that each subcontractor, sub- subcontractor and supplier furnish to Construction Contractor or
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the applicable subcontractor, as the case may be, in a timely fashion all information necessary
for the preparation and submission of the reports required by the Contract; (10) provide that the
subcontractor will resolve all disputes involving Owner in the same manner as provided in
the Contract, and (11) incorporate the requirements of Exhibit E to the Agreement into all of its
subcontracts and, upon Owner’s request, to provide copies of such insurance policies and
additional insured endorsements, to Owner (and require similar incorporation into all sub-
subcontracts). Construction Contractor shall make available to each proposed subcontractor,
prior to the execution of the subcontract, copies of the Contract Documents to which the
subcontractor will be bound by this Subsection 36.4 and identify to the subcontractor any terms
and conditions of the proposed subcontract which may be at variance with the Contract
Documents. Each subcontractor shall similarly make copies of such documents available to its
sub-subcontractors. Construction Contractor shall make available for Owner’s review and
copying or, at Owner’s request, deliver to Owner true and complete copies of Construction
Contractor’s agreements with subcontractors and suppliers.
36.5 Each subcontractor shall assign and name a qualified employee for
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scheduling direction for its work. The supervisory employees of the subcontractor (including
field superintendent, foreman and schedulers at all levels) must have been employed in a
supervisory (leadership) capacity of substantially equivalent level on a similar project for at least
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two (2) years within the last five (5) years. The subcontractor shall include a resume of
experience for each employee identified by it to supervise and schedule its work. Further, each
major subcontractor must agree in its subcontract to provide field (on-site) supervision through a
named superintendent. For purposes of this Subsection, “major subcontractors” shall include
subcontractors responsible for general concrete forming and placement, masonry, mechanical,
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plumbing, electrical, drywall, glass and glazing, roofing and other trades identified by Owner
from time to time.
36.6 Unless otherwise expressly agreed to by Owner in writing, all subcontracts
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shall provide:
36.6.1 LIMITATION OF REMEDIES – NO DAMAGES FOR DELAY
That the subcontractor’s exclusive remedy for delays in the
performance of the contract caused by events beyond its
control, including delays claimed to be caused by Owner or
Design Professional or attributable to Owner or Design
Professional and including claims based on breach of contract or
negligence, shall be an extension of its contract time.
In the event of a change in the work, the subcontractor’s claim
for adjustments in the contract sum are limited exclusively to its
actual costs for such changes plus no more than ten percent
(10%) for overhead and profit, provided that there shall be no
additional compensation paid to Subcontractor for General
Conditions expenses for the first One Hundred Thousand and
No/100 Dollars ($100,000.00) of Change Order or Construction
Change Directive Work to be performed by such subcontractor.
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The subcontract shall require the subcontractor expressly agree
that the foregoing constitute its sole and exclusive remedies for
delays and changes in the Work and thus eliminate any other
remedies for claim for increase in the subcontract price,
damages, losses or additional compensation. Further,
Construction Contractor shall incorporate terms of Subsection
11.4 of these General Terms and Conditions in all of its
subcontracts and require all subcontractors to similarly incorporate
such terms into their sub-subcontracts.
36.6.2 Each subcontract shall require that any claims by subcontractor for delay
or additional cost must be submitted to Construction Contractor within the time and in the
manner in which Construction Contractor must submit such claims to Owner, and that failure to
comply with such conditions for giving notice and submitting claims shall result in the waiver of
such claims.
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36.7 Contractor shall promptly report to Owner any occasion in which the contract price
in an agreement with a subcontractor or supplier is lower than the estimated price included in the
GMP for the scope of Work covered by such agreement (including any Change Order and
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Construction Change Directive Work). Further, Owner reserves the right to audit
Construction Contractor’s agreements with subcontractors and suppliers and Construction
Contractor shall promptly make available to Owner all records necessary for such purpose.
37. MARKET ANALYSIS AND SOLICITATION OF BIDS
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37.1 The purpose of this Section is to insure that Construction Contractor makes
a genuine effort to stimulate subcontractor interest in the Project and maximize participation
of potential qualified subcontractors in the bidding process. At all times, Owner shall have
access to and the right to require copies of all correspondence, records, files and other bid
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documents (including all bid responses) with respect to the bidding process. Further, Construction
Contractor shall notify Owner of the date, time and place of all bid openings and Owner shall have
the right to attend any and all such bid openings. All bid openings shall be conducted in
DeKalb County, Georgia. Finally, Construction Contractor shall develop in writing subcontract
bidding procedures for Owner’s review and approval. Once those procedures have been approved
by Owner, Construction Contractor shall not deviate from such procedures without obtaining
Owner’s prior written consent.
37.1.1 Construction Contractor shall monitor conditions in the construction
market to identify factors that will or may affect costs and time for completing the Work;
Construction Contractor shall make an analysis as necessary to (i) determine and report on
availability of labor, materials, equipment, potential bidders, and possible impact of any shortages
or surpluses of labor or material, and (ii) in light of such determination, make recommendations
and take action as may be appropriate with respect to long lead procurement, separation of
construction into bid packages, sequencing of Work, use of alternative materials, equipment
or methods, other economics in design or construction, and other matters that will promote cost
savings and completion within the Contract Time.
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37.1.2 Within thirty (30) days after execution of the Agreement,
Construction Contractor shall submit a written “Construction Market Analysis and Prospective
Bidders Report” setting out recommendations and providing information as to prospective
bidders. As various bid packages are prepared for bidding, Construction Contractor shall
submit to Owner and Design Professional a list of potential bidders for their review and
approval. Construction Contractor shall be responsible for promoting and encouraging bid
competition.
37.1.3 Construction Contractor shall carry out an active program of
stimulating interest of qualified subcontractors in bidding on the Work and of familiarizing those
bidders with the requirements of this Project.
37.2 Construction Contractor shall prepare invitations for bids and all other
appropriate bid documents for all procurement of long lead items, materials and services, for
subcontractor contracts and for site utilities. All such invitations for bids and bid packages shall
be submitted to Design Professional and Owner for their review and approval prior to distribution
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to bidders.
37.2.1 Except as hereafter provided in Subsection 37.5, all subcontracts are to
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be awarded to the lowest responsive and responsible bidder.
37.2.2 Subcontracts not exceeding Twenty-Five Thousand and No/100
Dollars ($25,000.00) may be awarded based upon verbal bids. Construction Contractor shall
obtain a minimum of at least two (2) verbal or written bids on all such subcontracts. All such
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bids received by Construction Contractor shall be entered on a bid tabulation sheet and a copy
of both the bids and the tabulation sheet shall be sent to Owner and Design Professional for
their review and comments prior to Construction Contractor awarding the subcontract.
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37.2.3 Subcontracts exceeding Twenty-five Thousand and No/100 Dollars
($25,000.00) must be publicly advertised for at least two (2) consecutive weeks prior to
the established bid opening time and date. All such bids must be in writing and shall be received
and opened in the manner and at the location, date and time established in the bid documents. All
such bids received by Construction Contractor shall be entered on a bid tabulation sheet and a
copy of both the bids and the tabulation sheet shall be sent to Owner and Design Professional
for their review and comment prior to Construction Contractor awarding the subcontract.
37.3 As part of its bid preparation, Construction Contractor shall review the
specifications and drawings prepared by Design Professional. Ambiguities, conflicts or lack of
clarity of language, use of illegally restrictive requirements, and any other defects in the
specifications or in the drawings noted by Construction Contractor shall be brought to the attention
of Owner and Design Professional in written form.
37.4 For each subcontract that exceeds Twenty-five Thousand and No/100
Dollars ($25,000.00), Construction Contractor shall, unless waived in writing by Owner, conduct
a pre-bid conference with prospective bidders and a pre-award conference with the apparent
successful bidder. Design Professional and Owner shall be invited to all such meetings. In the
event questions are raised which require an interpretation of the bidding documents or otherwise
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indicate a need for clarification or correction of the invitation, Construction Contractor shall
transmit these to Design Professional in writing and upon receiving clarification or correction
in writing from Owner or Design Professional shall issue an addendum to the bidding
documents to all of the prospective bidders.
37.5 Notwithstanding the provision above requiring award of subcontracts to the
lowest responsive and responsible bidder, Construction Contractor may award a subcontract to
someone other than the lowest responsive and responsible bidder provided Construction
Contractor has first received Owner’s express written consent to such award. Owner’s consent to
any such award will be at Owner’s sole discretion. Whenever Construction Contractor wishes to
award a subcontract to someone who is not the lowest responsive and responsible bidder,
Construction Contractor must notify Owner in writing, setting out in detail the reasons and
justifications for the suggested award.
38. SURVIVAL
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38.1 All representations and covenants of the parties shall survive the expiration of
the Agreement. Further, all of Construction Contractor’s representations, indemnifications,
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warranties, and guarantees made in, required by, or given in accordance with the Contract, as
well as all continuing obligations indicated in the Contract, will survive final payment,
completion, and acceptance of Construction Contractor’s Work or termination or completion
of the Contract or termination of the Work of Construction Contractor.
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39. SECURING AGREEMENT
39.1 Construction Contractor warrants that Construction Contractor has not employed
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or retained any company or person, other than a bona fide employee working solely for
Construction Contractor, to solicit or secure the Contract and that Construction Contractor has not
paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide
employee working solely for Construction Contractor, any fee, commission, percentage, gift or any
other consideration contingent upon or resulting from the award or making of the Contract. For the
breach or violation of this provision, Owner shall have the right to terminate the Contract
without liability and, at its discretion, to deduct from the Contract Amount, or otherwise
recover, the full amount of such fee, commission, percentage, gift of consideration.
Construction Contractor’s compensation shall be adjusted to exclude any significant sums by
which Owner determines the compensation was increased due to inaccurate, incomplete, or
non-current wage rates or other factual unit costs. All such adjustments must be made within one
(1) year following the completion of the Work or the earlier termination of the Contract.
END OF GENERAL TERMS AND CONDITIONS
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EXHIBIT B
SUPPLEMENTAL TERMS AND CONDITIONS
The following Supplemental Terms and Conditions hereby amend, modify and
supersede in the event of a conflict the terms of the Agreement and the General Terms
and Conditions attached thereto as Exhibit A.
Construction Contractor shall provide Owner, its representatives and Design
Professional with copies of a Policy and Procedure Manual (total number of copies
not to exceed 5) developed and updated in accordance with the following
requirements:
1. Upon execution of the Agreement, Construction Contractor shall
develop a comprehensive Policy and Procedure Manual (the
“Manual”) describing the services to be provided by Construction
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Contractor per the Contract Documents. The Manual shall provide a
plan for the control, direction, coordination and evaluation of the
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Work performed throughout the Project; the Project organization,
including identification of key personnel, responsibilities of
Construction Contractor, Owner and Design Professional; Work flow
diagrams; and strategy for bidding and subcontracting the Work.
Owner shall have the right to review the Manual and to approve its
content and format. The Manual shall be updated as necessary
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throughout the Pre-Construction and Construction Phases, but
substantive changes will not be made without Owner’s prior written
concurrence. Five (5) copies of the Manual and any updates shall
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be submitted to Owner and Design Professional. In developing the
Manual, Construction Contractor shall coordinate and consult with
Owner and Design Professional. The initial Manual shall be
submitted to Owner for approval.
2. Contents of Policy and Procedure Manual: The Policy and
Procedure Manual shall describe in detail the procedures for
executing the Work and the organizations participating. The Policy
and Procedure Manual shall include, as a minimum, the following
sections:
2.1 Project Definition: The known characteristics of the Project
and sub-projects shall be described in general terms which will
provide the participants a basic understanding of the Project
and sub- projects.
2.2 Project Goals: The schedule, budget, physical, technical and
other objectives for the Project shall be defined.
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2.3 Project Strategy: A narrative description of the Project
delivery methods which shall be utilized to accomplish the
Project goals.
2.4 Project Work Plan: A matrix display of the Work to be
performed by Construction Contractor, as well as the services
and items to be furnished by Design Professional and Owner
during each phase of the Project.
2.5 Project Organization: A summary organization chart showing the
interrelationships between Owner, Construction Contractor and
Design Professional, and other supporting organizations and
permitting review agencies. Detailed charts, one each for
Construction Contractor and Design Professional, showing
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organizational elements participating in the Project shall be
included.
2.6
PL
Responsibility Performance Chart: A detailed matrix showing the
specific responsibilities and interrelationships of Owner, Design
Professional, and Construction Contractor. The Responsibility
Performance Chart shall indicate major responsibility, and minor
responsibility, for each specific task required to deliver the Project.
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Construction Contractor shall develop a similar chart for the
personnel within its own organization who are assigned to the
Project, as well as for Design Professional’s and Owner’s personnel
assigned to the Project from data supplied by them.
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2.7 Flow Diagrams: These charts shall display the flow of information
and the decision process for the review and approval of shop
drawings and submittals, progress, and Change Orders.
2.8 Written Procedure: Construction Contractor will provide written
procedures for communications and coordination required between
Construction Contractor, Design Professional and Owner
throughout the Project. Procedures shall cover such items as
correspondence, minutes, reports, inspections, team meetings,
technical reviews, design reviews, and other necessary
communications.
2.9 Emergency Contact List: A complete list of the names, company
affiliation and emergency contact phone numbers (both day and
night) for all key Project personnel from Owner, Construction
Contractor and Design Professional, as well as from all
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subcontractors, subconsultants and suppliers of any of them. This
list shall be continuously updated by Construction Contractor
throughout the Project duration, with Construction Contractor
distributing a copy of all updates to Owner and Design Professional.
3. This Policy and Procedure Manual shall be completed and submitted to
Design Professional and Owner for their review and Owner’s approval as a
condition precedent to payment by Owner to Construction Contractor for
any services provided in the Construction Phase under the Contract.
4. This Policy and Procedure Manual is merely an amplification and
clarification of the Contract. Any conflicts between the Policy and
Procedure Manual and the Contract shall be governed by the latter.
B. Construction Contractor shall provide the following Project Management
Information System (“PMIS”), which system shall be in place for both the Pre-Construction
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Phase Services and Construction Phase Services to be provided by Construction Contractor
pursuant to the Contract.
1. General:
PL
1.1 Commencing immediately after the Notice to Proceed is
issued to Construction Contractor by Owner, Construction
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Contractor shall implement and shall utilize throughout the
life of the Contract all subsystems of the PMIS.
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1.2 The reports, documents, and data to be provided shall
represent an accurate assessment of the current status of the
Project and of the Work remaining to be accomplished and it
shall provide a sound basis for identifying variances and
problems and for making management decisions.
1.3 If requested by Owner, Construction Contractor shall
conduct a comprehensive workshop in Tucker, Georgia, for
participants designated by Owner and additional seminars as
required by Owner to provide instruction with respect to the
PMIS. This workshop and the seminars shall facilitate each
participant’s and Owner’s representatives’ use and
understanding of the PMIS.
1.4 The PMIS shall be described in terms of the following
major subsystems:
1.4.1 Narrative Reporting;
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1.4.2 Schedule Control;
1.4.3 Cost Control and Estimating;
1.4.4 Project Accounting;
1.4.5 Accounting and Payment; and
1.4.6 Action Reports.
1.5 The above reports shall be submitted at least on a monthly
basis and shall accompany each monthly Application for
Payment.
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2. Narrative Reporting Subsystem.
PL
2.1 Construction Contractor shall prepare written reports as described
hereunder. All reports shall be in 8 1/2” x 11” format.
2.2 The Narrative Reporting Subsystem shall include the following
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reports:
2.2.1 Monthly Executive Summary which provides an overview
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of current issues and pending decisions, future developments
and expected achievements, and any problems or delays,
including code violations found by any permitting authority.
2.2.2 Monthly Cost Narrative describing the current construction
cost estimate status of the Project.
2.2.3 A Monthly Scheduling Narrative summarizing the current
status of the overall Master Project Schedule and an
explanation of all variances from the plan. This report shall
include an analysis of the various Project subschedules, a
description of the critical path, and other analyses as
necessary to compare planned performance with actual
performance.
2.2.4 Monthly Accounting Narrative describing the current cost
and payment status for the entire Project. This report shall
relate current encumbrances and expenditures to the budget
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allocations. An explanation for all variances shall be
provided.
2.2.5 A Monthly Construction Progress Report during the
Construction Phase summarizing the Work of the various
subcontractors. This report shall include information from
the weekly job site meetings as applicable such as general
conditions, long lead supplies, current deliveries, safety and
labor relations, programs, permits, construction problems
and recommendations, and plans for the succeeding month.
2.2.6 Daily Construction Diary during the Construction Phase
describing events and conditions on the site.
2.3 The Reports outlined in Subsections 2.2.1 through 2.2.5 above shall
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be bound with applicable computer schedule reports and submitted
monthly during Design and Construction Phases and shall be current
through the end of the preceding month. Copies shall be delivered
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to Owner and Design Professional. A bound copy of the complete
diary shall be submitted to Owner at the conclusion of the Project.
3. Schedule Control Subsystem.
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3.1 Master Project Schedule: Prior to the submittal of its first
application for payment, Construction Contractor shall submit to
Owner and Design Professional for their review and approval a
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Master Project Schedule covering the planning and design
approvals, construction, and Owner occupancy of the Project. This
schedule shall conform to the format outlined in Subsection 3.4
below. Further, this schedule shall account for any Owner
scheduling requirements, such as prohibiting any Work in or near
any areas where standardized assessment testing or other assessment
testing is taking place during such testing that would disturb or
interfere with such testing. This schedule shall serve as the
framework for the subsequent development of all detailed schedules
and shall be updated monthly by Construction Contractor
throughout the Project. Within fifteen (15) calendar days of
Construction Contractor’s submittal, Owner and Design
Professional shall review the schedule and provide Construction
Contractor a written list of corrections needed to approve the
schedule. Construction Contractor must make all corrections and
resolve all comments within thirty (30) calendar days after its receipt
of Owner’s and Design Professional’s comments. If the schedule is
not approved within said thirty (30) calendar days, Owner may
withhold all Contract payments until the schedule is approved. The
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acceptance of the schedule by Owner and Design Professional in no
way attests to the validity of the assumptions, logic constraints,
dependency relationships, resource allocations, manpower and
equipment, and any other aspect of the proposed schedule.
Construction Contractor is and shall remain solely responsible for
the planning and execution of all Work in order to meet Project
milestones or Contract completion dates.
3.2 Construction Schedule: Construction Contractor shall prepare and
submit to Owner and Design Professional, for their review and
approval, a construction schedule. This construction schedule shall
conform to the format outlined in Subsection 3.4 below
(“Construction Schedule”). The approved Construction Schedule
shall be attached to the GMP Amendment. The Construction
Schedule shall be integrated into the Master Project Schedule.
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3.2.1 Following development and approval of the Construction
Schedule as aforesaid, Construction Contractor shall, at the
end of each calendar month occurring thereafter during the
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period of time required to finally complete the Project, or at
such earlier intervals as circumstances may require, update
and/or revise the Construction Schedule which shall be
submitted to Owner in duplicate. No additional
compensation will be due Construction Contractor for
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making such updates. Failure of Construction Contractor to
update, revise, and submit the Construction Schedule as
aforesaid shall be sufficient grounds for Owner to find
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Construction Contractor in substantial default hereunder and
that sufficient cause exists to terminate the Contract or to
withhold payment to Construction Contractor until a
schedule or schedule update acceptable to Owner is
submitted.
3.3 Construction Contractor shall prepare and incorporate into the
schedule database, at the required intervals, the following schedules:
3.3.1 Pre-Bid Schedules (Subnetworks): Construction Contractor
shall prepare a construction schedule for that portion of the
Work encompassed in each bid package. The schedule shall
be sufficiently detailed as to be suitable for inclusion in the
bid package as a framework for subcontract completion by
the successful bidder. It shall show the interrelationships
between the Work of the successful bidder and that of other
subcontractors, and shall establish milestones keyed to the
Master Project Schedule.
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3.3.2 Subcontractor Construction Schedules (Subnetworks):
Upon the award of each subcontract, Construction
Contractor shall jointly with the subcontractor, develop a
schedule which is more detailed than the pre-bid schedule
included in the bid packages, taking into account the work
schedule of the other subcontractors. The subcontractor’s
construction schedule shall include as many activities as
necessary to make the schedule an effective tool for
construction planning and for monitoring the performance of
the subcontractor. The subcontractor’s construction
schedule also shall show pertinent activities for material
purchase orders, manpower supply, shop drawing schedules
and material delivery schedules.
3.3.3 Occupancy Schedule: Construction Contractor shall jointly
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develop with Design Professional and Owner a detailed plan,
inclusive of punch lists, final inspections, maintenance
training and turn-over procedures, to be used for ensuring
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accomplishment of a smooth and phased transition from
construction to Owner occupancy. The Occupancy Schedule
shall be produced and updated monthly from its inception
through final Owner occupancy and shall be integrated into
the Master Project Schedule.
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3.4 Schedule Format: The Master Project Schedule and the
Construction Schedule shall be planned and recorded with a Critical
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Path Method (CPM) schedule in the form of an activity-on-node
diagram. All activity-on-node diagrams shall include the Activity
Identification, Activity Description, and the type of relationship
between activities, including any lead or lag time. Further, Owner
reserves the right to require Construction Contractor to provide a
cost loaded schedule. Further, both the Master Project Schedule and
the Construction Schedule shall incorporate and be based upon the
Project milestone dates set forth in Exhibit K to the Agreement.
3.4.1 No activity shall have duration greater than fifteen (15) work
days or less than one (1) work day. If requested by Owner
or Design Professional, Construction Contractor shall
furnish any information needed to justify the reasonableness
of activity duration. Such information shall include
estimated activity manpower, anticipated quantities, and
production rates.
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3.4.2 Procurement shall be identified with at least two (2)
activities: fabrication and delivery. Construction Contractor
shall insure that all Work activities that require a submittal
are preceded by the appropriate submittal and approval
activities.
3.4.3 Only contractual constraints shall be shown in the schedule
logic. No other c o n straints are allowed unless approved
in writing by Owner or Design Professional. This
disallowance of constraints includes the use of any
mandatory start or finish dates selected by Construction
Contractor.
3.4.4 Activities shall be identified by codes to reflect the
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responsible party for the accomplishment of each activity
(only one party per activity), the Phase/Stage of the Project
for each activity, and the Area/Location of each activity
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3.4.5 The construction time for the Work, or any milestone, shall
not exceed the specified Contract Time. Logic or activity
durations shall be revised in the event that any milestone or
Contract completion date is exceeded in the schedule.
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3.4.6 Float is defined as the amount of time between when an
activity “can f i n i s h ” (the early f i n i s h ) and when an
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activity “must finish” (the late finish). It is understood by
Owner and Construction Contractor that float is a shared
commodity, not for the exclusive use or financial benefit of
either party. Either party has the full use of the float until it
is depleted.
3.4.7 The CPM schedules must be compatible with Primavera
Project Planner Software (P6) by Primavera Systems, Inc.,
Bala Cynwyd, PA. It is Construction Contractor’s
responsibility to ascertain the software compatibility with
Owner or Design Professional.
3.4.8 Initial Schedule Submittal Requirements:
3.4.8.1 Predecessor/Successor Sort
3.4.8.2 Total Float/Early Start Sort
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3.4.8.3 Responsibility/Early Start Sort
3.4.8.4 Phase/Area/Early Start Sort
3.4.8.5 Narrative discussing general approach to
completion of the Work.
3.4.8.6 Electronic media in Primavera (P6) format.
3.4.9 Schedule Update Requirements: Construction Contractor
shall update the schedules monthly to show actual, current
progress. The schedule updates shall be submitted within
seven (7) calendar days of the data dates. The updates shall
include:
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3.4.9.1 Dates of activities’ actual starts and completions.
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3.4.9.2 Percent of Work remaining for activities started
but not completed as of the update date.
3.4.9.3 Narrative report including a listing of monthly
progress, the activities that define the critical path
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and any changes to the path of critical activities
from the previous update, sources of delay, any
potential problems, requested logic changes, and
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Work planned for the next month.
3.4.9.4 Predecessor/Successor Sort
3.4.9.5 Total Float/Early Start Sort
3.4.9.6 Responsibility/Early Start Sort
3.4.9.7 Phase/Area/Early Start Sort
3.4.9.8 Electronic media in the required Primavera (P6)
format
3.4.9.9 Fragnet of logic diagram for all requested logic
changes.
3.4.9.10 Updated logic diagram as required by Owner. At
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a minimum, Owner shall require a final logic
diagram at the end of the Work showing the
planned and actual starts and completions.
3.4.9.11 A bar chart comparison of the updated schedule to
the initial schedule. This diagram shall show
actual and planned performance dates for all
completed activities.
3.4.9.12 All update information shall be an accurate
representation of the actual Work progress.
3.5 Recovery Schedule: If the initial schedule or any current updates
fail to reflect the Work’s actual plan or method of operation, or a
contractual milestone date is more than fifteen (15) days behind,
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Owner may require that a recovery schedule for completion of the
remaining Work be submitted. The Recovery Schedule must be
submitted within seven (7) calendar days of Owner’s request. The
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Recovery Schedule shall describe in detail Construction
Contractor’s plan to complete the remaining Work by the required
Contract milestone date. The Recovery Schedule submitted shall
meet the same requirements as the original Construction Schedule.
The narrative submitted with the Recovery Schedule should
describe in detail all changes that have been made to meet the
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Contract milestone dates.
3.6 Change Orders: When a Change Order is proposed, Construction
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Contractor must identify all logic changes as a result of the Change
Order. Construction Contractor shall include, as part of each
Change Order proposal, a sketch showing all schedule logic
revisions, duration changes, and the relationships to other activities
in the approved Construction Schedule. This sketch shall be known
as the fragnet for the change. Upon acceptance of the fragnet,
Construction Contractor will revise the Construction Schedule or
current update. The logic changes required by the Change Order
will be considered incidental to Construction Contractor’s work and
no separate payment will be made therefor.
4. Cost Control Subsystem: The operation of this subsystem shall provide
sufficient timely cost data and detail to permit Construction Contractor to
control and adjust the Project requirements, needs, materials, equipment and
systems by building and site elements so that the Work will be completed
at a cost which, together with the Construction Management Fee, will not
exceed the GMP. Requirements of this subsystem include submissions
at the following phases of the Project:
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4.1 Pre-Construction Phase Estimates; and
4.2 At establishment of the GMP.
5. Project Accounting Subsystem: This subsystem shall enable Construction
Contractor to plan effectively and Owner to monitor and control the funds
available for the Project, cash flow, costs, Change Orders, Construction
Change Directives, payments, and other major financial factors by
comparison of budget, estimate, total commitment, amounts invoiced, and
amounts payable, and also enable Owner to stay informed as to the overall
Project status. All reports to be generated as part of this subsystem shall be
consistent with the Project Funding Schedule (if any). This subsystem will
be produced and updated monthly and includes the following reports:
5.1 Costs Status Report representing the budget, estimate, and base
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commitment (awarded subcontracts and purchase orders) for any
given subcontract or budget line item. It shall show approved
Change Orders and Construction Change Directive for each
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subcontract which when added to the base commitment will become
the total commitment. Pending Change Orders also will be shown
to produce the total estimated probable cost to complete the Work.
5.2 A Payment Status Report showing the value in place (both current
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and cumulative), the amount invoiced (both current and
cumulative), and the balance remaining. A summary of this report
shall accompany each pay request.
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5.3 A Detailed Status Report showing the complete activity history of
each item in the Project accounting structure and includes an earned
value graph. It shall include the budget, estimate, and base
commitment figures for each subcontract. It shall give the Change
Order history, including Change Order numbers, description,
proposed and approved dollar amounts. It also shall show all
pending or rejected Change Orders.
5.4 A Cash Flow Diagram showing the projected accumulation of cash
payments against the Project. Cash flow projections shall be
generated for anticipated monthly payments as well as cumulative
payments.
5.5 A Job Ledger shall be maintained as necessary to supplement the
operation of the Project accounting subsystem. The job ledger will
be used to provide construction cost accountability for general
conditions work, on-site reimbursable expenses, and costs requiring
accounting needs.
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EXHIBIT C: PAYMENT BOND
__________________________________________________________, a corporation duly
[Insert Proper Name of Surety]
organized and existing under the laws of the State of _______, as surety ("Surety"), and
________________________________________________, as principal (“Contractor”), enter
[Insert Proper Name of Contractor]
into, execute this bond ("Payment Bond"), and bind themselves in favor of the DeKalb County Board of
Education, as obligee ("Owner") in the penal sum of
_____________________________dollars ($___________), as of
[Insert Penal Sum in words and numerals] [Insert Date of Construction Contract]
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WHEREAS, the Contractor has signed a contract with the Owner dated _______________, 2____
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("Construction Contract") for construction of:
("Project"); and,
[Insert Description and Location of the Project]
WHEREAS, the Owner has required the Contractor to furnish this Payment Bond containing the
terms and conditions set forth herein as a condition to executing the Construction Contract with the
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Contractor;
NOW THEREFORE, the Surety and the Contractor, both jointly and severally, and for themselves,
their heirs, administrators, executors and successors agree:
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1.
The Construction Contract is hereby incorporated herein and by reference made a part hereof to the
same extent and effect as though it were copied verbatim herein. The Surety and the Contractor are bound
for the full performance of the Construction Contract including without exception all of its terms and
conditions, both express and implied, and, without limitation, specifically including Contractor's obligation
to pay for labor, materials, machinery, and equipment provided in connection with the Construction
Contract performance.
2.
For purposes of this Payment Bond, Beneficiary is defined as any subcontractor or other person
supplying labor, materials, machinery, or equipment in the prosecution of the work provided for in the
Construction Contract, or any other person entitled to the protection of this Payment Bond pursuant to the
provisions of Title 36, Chapter 91, Official Code of Georgia Annotated.
3.
Every Beneficiary who has not been paid in full for labor or material furnished in the prosecution of
the work on the Project before the expiration of a period of ninety (90) days after the day on which the last
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of the labor was done or performed by such person or the material or equipment or machinery was furnished
or supplied by such person for which such claim is made, or when he or she has completed his or her
subcontract for which claim is made, shall have the right to bring an action on this Payment Bond for the
amount, or the balance thereof, unpaid at the time of the commencement of such action and to prosecute
such action to final execution and judgment for the sum or sums due such person; provided, however, that:
(A) Any person having a direct contractual relationship with a subcontractor but no
contractual relationship, express or implied, with the Contractor where the Contractor has not complied with
the notice of commencement requirements in accordance with Code Section 36-91-92, Official Code of
Georgia Annotated, shall have the right of action upon this Payment Bond upon giving written notice to the
Contractor within ninety (90) days from the day on which such person did or performed the last of the labor
or furnished the last of the material or machinery or equipment for which such claim is made, stating with
substantial accuracy the amount claimed and the name of the party to whom the material was furnished or
supplied or for whom the labor was performed or done; provided, however, that: (i) the Contractor’s failure
to supply a copy of the notice of commencement within ten calendar days of receipt of a written request
from a subcontractor, materialman or person shall render the provisions of this paragraph 3(A) inapplicable
to such subcontractor, materialman or person, and (ii) the Contractor’s failure to file a notice of
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commencement shall render the notice to contractor requirements of this paragraph 3(A) inapplicable.
(B) Any person having direct contractual relationship with a subcontractor but no
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contractual relationship express or implied with the Contractor where the Contractor has complied with the
notice of commencement requirements in accordance with subsection (a) of Code Section 36-91-92, Official
Code of Georgia Annotated, shall have the right of action on this Payment Bond provided such person shall,
within thirty (30) days from the filing of the notice of commencement or thirty (30) days following the first
delivery of labor, material, machinery or equipment, whichever is later, give to the Contractor a written
notice setting forth:
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(i) The name, address and telephone number of the person providing labor,
material, machinery or equipment;
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(ii) The name and address of each person at whose instance the labor, material,
machinery or equipment is being furnished;
(iii) The name and the location of the Project; and
(iv) A description of the labor, material, machinery or equipment being
provided and, if known, the contract price or anticipated value of the labor, material, machinery or
equipment to be provided or the amount claimed to be due, if any; and
(C) Nothing contained in this Payment Bond shall limit the right of action of a
Beneficiary to the ninety (90) day period referenced in paragraph 3(A) above.
The notice required under paragraph 3(A) of this Payment Bond may be served by registered or
certified mail, postage prepaid, or statutory overnight delivery, duly addressed to the Contractor, at any
place at which the Contractor maintains an office or conducts his or her business or at his or her residence,
by depositing such notice in any post office or branch post office or any letter box under the control of the
United States Postal Service; alternatively, notice may be served in any manner in which the sheriffs of the
State of Georgia are authorized by law to serve summons or process.
Every action instituted on this Payment Bond shall be brought in the name of the Beneficiary,
without the Owner being made a party thereto.
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4.
In no event shall the Surety be obligated hereunder for sums in excess of the Penal Sum. As used in
this Payment Bond, the term “Penal Sum” means the amount stated as the penal sum in the preamble of this
Payment Bond, as that amount may be adjusted from time to time pursuant to paragraph 5 below.
5.
The Surety waives notice of any changes to the Construction Contract including, without
limitation, changes in the contract time, the contract price, or the work to be performed. If the total
amount payable by the terms of the Construction Contract is increased to an amount in excess of the
then current Penal Sum, then, automatically and without notice to or any action required of any
party, the Penal Sum shall be increased as the total amount payable by the terms of the Construction
Contract is increased. No agreement, modification, or change in the Construction Contract, change
in the work covered by the Construction Contract, or extension of time for the completion of the
Construction Contract shall release the Surety of this Payment Bond.
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6.
No action can be instituted hereunder after one (1) year from the completion of the Construction
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Contract and the acceptance of the Project by the Owner and any other applicable public authorities.
7.
Unless otherwise provided herein, any and all notices to the Surety or the Contractor shall be given
by Certified Mail, Return Receipt Requested, to the address set forth for each party below, including a
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courtesy copy to the Owner:
Surety: _____________________________
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_____________________________
_____________________________
Attn: ________________________
Contractor: _____________________________
_____________________________
_____________________________
Attn: _________________________
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Owner: DeKalb County Board of Education
1780 Montreal Road
Tucker, Georgia 30084
Attn: Joshua L. Williams, Chief Operations Officer
8.
Notwithstanding any provision herein that may be to the contrary, this Payment Bond is intended to
be a statutory payment bond under applicable laws of the State of Georgia and shall be so construed.
CONTRACTOR: SURETY:
_______________________________ [SEAL] ____________________________[SEAL]
[Typed Name] [Typed Name]
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By: ______________________________ By: _______________________________
[Signature] PL [Signature]
__________________________________ __________________________________
[Printed Name, Title and Address] [Printed Name, Title and Address]
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_______________________________ ________________________________
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_______________________________ ________________________________
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EXHIBIT D: PERFORMANCE BOND
_____________________________________________________________, a corporation duly
[Insert Proper Name of Surety]
organized and existing under the laws of the State of ____________, as surety ("Surety"), and
______________________________________________________________, as principal
[Insert Proper Name of Contractor]
(“Contractor"), enter into, execute this bond ("Performance Bond"), and bind themselves in
favor of the DeKalb County Board of Education as obligee ("Owner"), in the penal sum of
________________________________dollars ($_________), as of _________________________
[Insert Penal Sum in words and numerals] [Insert Date of Construction Contract]
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WHEREAS, the Contractor has signed a contract with the Owner dated ______________, 2____
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("Construction Contract") for construction of:
[Insert Description and Location of the Project]
(“Project”); and
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WHEREAS, the Owner has required the Contractor to furnish this Performance Bond containing the
terms and conditions set forth herein as a condition to executing the Construction Contract with the
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Contractor;
NOW THEREFORE, the Surety and the Contractor, both jointly and severally, and for themselves,
their heirs, administrators, executors and successors agree:
1.
The Construction Contract is hereby incorporated herein and by reference made a part hereof to the
same extent and effect as though it were copied verbatim herein. The Surety and the Contractor are bound
for the full performance of the Construction Contract, including, without exception, all of its terms and
conditions, both express and implied.
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2.
The condition of this obligation is such that if the Contractor shall well and truly perform all the
undertakings, covenants, terms, conditions, and agreements of said Construction Contract within the time
provided therein and any extensions thereof that may be granted by the Owner, including specifically
obligations that survive or extend past the completion of the Work as defined in said Construction Contract,
and shall stand behind and perform fully any guaranty or warranty required under said Construction
Contract or by law, and shall, at all times, perform its Construction Contract obligation as provided by law,
and shall also well and truly perform all the undertakings, covenants, terms, conditions, and agreements of
any and all duly authorized modifications of said Construction Contract that may hereafter be made, and
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shall indemnify and save harmless said Owner of and from any and all loss, damage, and expense, including
costs and attorneys’ fees, which the said Owner may sustain by reason of failure so to do, including costs
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and attorneys’ fees incurred in enforcing the Construction Contract or this Performance Bond, then this
obligation shall be null and void, otherwise it shall remain in full force and effect.
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3.
In no event shall the Surety be obligated to the Owner hereunder for any sum in excess of the Penal
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Sum. As used in this Performance Bond, the term “Penal Sum” means the amount stated as the penal sum
in the preamble of this Performance Bond, as that amount may be adjusted from time to time pursuant to
Paragraph 4 below.
4.
The Surety waives notice of any changes to the Construction Contract including, without limitation,
changes in the contract time, the contract price, or the work to be performed. If the total amount payable by
the terms of the Construction Contract is increased to an amount in excess of the then current Penal Sum,
then, automatically and without notice to or any action required of any party, the Penal Sum shall be
increased as the total, amount payable by the terms of the Construction Contract is increased.
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5.
This Performance Bond is provided by the Surety for the sole and exclusive benefit of the Owner,
together with its successors or assigns. No other party, person or entity shall have any rights against the
Surety hereunder.
6.
Any and all notices to the Surety, the Contractor or the Owner shall be given by Certified Mail,
Return Receipt Requested, to the address set forth for each party below:
Surety: _______________________________
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_______________________________
_______________________________
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Attn: ___________________________
Contractor: _______________________________
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_______________________________
_______________________________
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Owner: DeKalb County Board of Education
1780 Montreal Road
Tucker, Georgia 30084
Attn: Joshua Williams, Chief Operations Officer
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7.
Any statutory limitation, which may be contractually superseded, to the contrary notwithstanding,
any action hereon may be instituted so long as the applicable statute of limitations governing the
Construction Contract has not run or expired.
CONTRACTOR: SURETY:
_________________________________ [Seal] __________________________ [Seal]
[Typed Name] [Typed Name]
By: ___________________________________ By: __________________________________
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[Signature] [Signature]
______________________________________
[Printed Name, Title and Address]
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[Printed Name, Title and Address]
______________________________________ _____________________________________
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______________________________________ _____________________________________
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D-4
EXHIBIT E
REQUIRED INSURANCE
(1) The Contractor shall purchase and maintain such insurance as will protect it from claims set
forth below which may arise out of or result from the Contractor’s operations under the Contract,
whether such operations be by itself or by any Subcontractor or by anyone directly or indirectly
employed by any of them, or by anyone for whose acts any of them may be liable:
(a) claims under workers’ or workmen’s compensation disability benefit or other similar
employees benefit acts;
(b) claims for damages because of bodily injury, occupational sickness or disease or death
of its employees;
(c) claims for damages because of bodily injury, sickness or disease, or death of any person
other than its employees;
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(d) claims for damages insured by usual personal injury liability coverage which are sustained
(1) by any person as a result of an offense directly or indirectly related to the employment of
such person by the Contractor, or (2) by any other person;
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(e) claims for damages, other than to the Work itself, because of injury to or destruction of
tangible property, including loss of use resulting there from; and
(f) claims for damages because of bodily injury or death of any person or property damage
arising out of the ownership, maintenance or use of any motor vehicle.
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(2) The insurance required by Paragraph 1 shall be written for not less than any limits of liability
specified within this exhibit, or required by law, whichever is greater.
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(3) The insurance required by Paragraph 1 shall include contractual liability insurance.
(4) All liability policies shall name the Owner, the DeKalb County School District, the Owner’s
Program Manager and the Architect as an additional insured. All liability policies shall be issued on a
primary and non-contributory basis over any other liability insurance which may be available to the
Owner, the DeKalb County School District, Owner’s Program Manager, and Architect to fully insure
the indemnity obligations made herein and in any other portion of this contract.
(5) The Contractor agrees to comply with the provisions of the Workman’s Compensation laws of
the State of Georgia and to require all Subcontractors likewise to comply. Contractor shall secure the
following insurance at his own expense and prior to starting any Work shall file Certificates of
Insurance with the Owner except that on the Owner’s Protective Insurance, original policies shall be
filed with the Owner.
(a) Workmen’s Compensation - Statutory Limits, Employer’s Liability -$1,000,000.00
(b) Comprehensive General Liability (including Premises-Operations; Independent
Contractors Protective; Products and Completed Operations; Broad Form Property
Damage and Broad Form General Liability Endorsement; Explosion & Collapse).
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1. Bodily Injury: $1,000,000.00 Each Occurrence; $2,000,000.00 Aggregate,
Products and Completed Operations (Umbrella).
2. Property Damage: $500,000.00 Each Occurrence; $1,000,000.00 Aggregate.
3. Products and Completed Operations Insurance shall be maintained for a
minimum period of three (3) years after completion of the work and Contractor
shall continue to provide evidence of such coverage to Owner on an annual basis
during the aforementioned period.
4. Property Damage Liability Insurance shall include coverage for Explosion,
Collapse, and Underground.
5. Contractual Liability (Hold Harmless Coverage): Bodily Injury: $1,000,000.00
Each Occurrence; Property Damage: $500,000.00 Each Occurrence, $500,000.00
Aggregate.
6. Personal Injury, with Employment Exclusion deleted: $1,000,000.00 Each
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Occurrence, $1,000,000 Aggregate.
7. If the Comprehensive General Liability policy provides that the general
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aggregate limit for items (5)(b) 1-6 above apply separately to each project, then
the Owners Protective Liability policy in item (8) (a)-(c) shall not be required.
(c) Comprehensive Automobile Liability (owned, non-owned, leased, hired):
1. Bodily Injury: $1,000,000.00 Each Person, $1,000,000.00 Each Accident;
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2. Property Damage: $1,000,000.00 Each Occurrence;
3. or $1,000,000 Combined Single Limit.
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(d) Commercial Umbrella
1. Umbrella limits shall be the amount stated in the right column below which is
directly opposite the applicable Contract Price range stated in the left column
below:
Contract Price Required Umbrella Limit
Less than $1,000,000 $1,000,000
$1,000,000 to $10,000,000 $5,000,000
Greater than $10,000,000 $10,000,000
2. In the event that the Contract Price is increased by Change Order, the umbrella
limits shall automatically be increased to the limits stated in the foregoing table in
(5)(d)1.
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3. Umbrella coverage must include as insureds all entities that are additional insureds
on the Commercial General Liability policy.
4. Umbrella coverage for such additional insureds shall apply as primary before any
other insurance or self insurance, including any deductible, maintained by or
provided to the additional insured by the Owner, the DeKalb County School District,
Owner’s Program Manager, and Architect.
(6) Certificates of Insurance (2 copies) shall be filed with Owner before commencement of Work.
These Certificates shall contain a provision that coverages afforded under the policies will not be
canceled, changed or allowed to expire until thirty (30) days after the Owner has received written
notice evidenced by return receipt of registered letter.
(7) Insurance will not be acceptable unless written by a Company authorized by the State of
Georgia Insurance Department to do business in Georgia at the time the policy is issued and the
company must in addition be acceptable to the Owner.
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(8) Contractor shall purchase and maintain Owner’s Protective Liability Policy with minimum
limits of:
(a)
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Bodily Injury: $1,000,000.00 Each Occurrence, $2,000,000.00 Aggregate.
(b) Property Damage: $2,000,000.00 Each Occurrence, $2,000,000.00 Aggregate.
(c) Personal Injury, with Employment Exclusion deleted: $1,000,000.00 Aggregate.
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This policy shall be issued in the name of DeKalb County Board of Education and delivered to Owner
along with Certificates of Insurance. Employees of the DeKalb County Board of Education shall be
included as an additional insured. Policy shall also name the DeKalb County School District,
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Owner’s Program Manager, and the Architect as an additional insured.
(9) Contractor shall purchase and maintain "All Risks" BUILDER’S RISK INSURANCE payable
to the Contractor and Owner, as their interest may appear, upon the entire structure and all materials in
or adjacent thereto which are to be made a part of the insured structure of 100% of the contract price
and covering fire, theft, extended coverage, vandalism and malicious mischief. There shall be
attached to and made a part of the insurance policy for Builder’s Risk an endorsement of the Insurance
Company as shown on Exhibit “E-1" attached hereto.
(10) The Contractor may, at his option, purchase insurance policies having a “deductible” feature
provided that:
(a) Deductible amount does not exceed $10,000.00.
(b) Contractor agrees in written letter to the Owner (through the Architect) to be responsible
for payment of any such deductibles, in the event that such payment should become
necessary.
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EXHIBIT E-1
ENDORSEMENT TO BUILDER’S RISK
Attached to and forming part of Policy No. of the Insurance
Company, issued at its , Agency.
In consideration of the premium for which the policy is written and proper rate adjustment when
applicable, the insurance company agrees as follows:
(1) The insurance company consents and agrees that furniture and equipment may be
delivered to the insured premises and installed in place, ready for use, and said delivery
and installation of furniture and equipment shall in no way diminish, change, alter or
otherwise affect the coverage and protection afforded the insured under said policy.
(2) The insurance company consents and agrees that insured premises may be occupied, and
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said occupation shall in no way diminish, change, alter or otherwise affect the coverage
and protection afforded the insured under said policy. The insured shall give notice to
insurance company of any partial occupancy.
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(3) The insurance company recognizes the right of the Owner of the insured premises to
perform other Work in connection with construction operations insured under this policy
and agrees that performance of other work by the said Owner, by agents of the said
Owner, or by Contractors employed by said Owner, shall in no way diminish, change,
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alter or otherwise affect protection afforded under said policy.
(4) The insurance company agrees that this policy shall not be canceled, changed, allowed to
lapse or to expire until thirty (30) days after the Owner has received written notice
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thereof as evidenced by return receipt of registered letter.
The foregoing insurance provisions have been incorporated into by reference and are hereby made a
part of insurance Policy No. , this day of , 20 .
Name of Company:
Authorized Signature:
DISPOSITIONS: Policy to be deposited with Architect prior to commencement of Work.
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EXHIBIT F
LIQUIDATED DAMAGES
Liquidated damages applicable to Section 7 of this Contract shall be the amount stated in the right
column below which is directly opposite the applicable Contract Price range stated in the left column
below.
If The Original Contract Price Is: Daily Liquidated Damages Shall Be:
Up to $49,999.99 $50
$50,000.00 to $99,999.99 $100
$100,000.00 to $299,999.99 $200
$300,000.00 to $599,999.99 $300
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$600,000.00 to $999,999.99 $400
$1,000,000.00 to $1,999,999.99 PL $500
$2,000,000.00 to $4,999,999.99 $750
$5,000,000.00 to $9,999,999.99 $1,500
$10,000,000.00 to $14,999,999.99 $2,500
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$15,000,000.00 to $19,999,999.99 $3,500
$20,000,000.00 or above The product of .0002 multiplied by
the Original Contract Price.
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EXHIBIT G
CONTRACTOR AFFIDAVIT
By executing this affidavit, the undersigned Contractor verifies its compliance with
O.C.G.A. 13-10-91, and attests under oath that:
(1) the individual, firm, or corporation (“Contractor”) which is contracting with the DeKalb
County Board of Education has registered with, is authorized to use, uses, and will continue
throughout the contract term to use and participate in, a federal work authorization program [any
of the electronic verification of work authorization programs operated by the United States
Department of Homeland Security or any equivalent federal work authorization program
operated by the United States Department of Homeland Security to verify information of newly
hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-
603], in accordance with the applicability provisions and deadlines established in O.C.G.A. 13-
10-91, as amended. As of the effective date of O.C.G.A. 13-10-91, the applicable federal work
authorization program is the “EEV/Basic Pilot Program” operated by the U. S. Citizenship and
Immigration Services Bureau of the U.S. Department of Homeland Security, in conjunction with
the Social Security Administration (SSA).
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(2) Contractor’s correct user identification number and date of authorization is set forth
herein below.
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(3) Contractor agrees that the Contractor will not employ or contract with any
subcontractor(s) in connection with the physical performance of services pursuant to this
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contract with the DeKalb County Board of Education, unless at the time of the contract said
subcontractor:
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(a) is registered with and participates in the federal work authorization program;
(b) provides Contractor with a duly executed, notarized affidavit with the same affirmations,
agreements, and information as contained herein and in such form as required under applicable
law; and
(c) agrees to provide Contractor with notice of receipt and a copy of every sub-subcontractor
Affidavit or other applicable verification procured by subcontractor at the time of contract with
the sub-subcontractor(s) within five (5) business days after receiving the said Affidavit or
verification.
Contractor agrees to maintain records of such compliance and to provide notice of receipt and a
copy of each such subcontractor Affidavit or other permissible verification to the DeKalb
County Board of Education at the time the subcontractor(s) is retained to perform such service
or within five (5) days after receiving the said Affidavit or verification, whichever first occurs.
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(4) Contractor further agrees to and shall provide DeKalb County Board of Education with
copies of all other affidavits or other applicable verification received by Contractor (i.e.: sub-
subcontractor affidavits and all other lower tiered affidavits) within five (5) days of receipt.
__________________________________________ _______________________________
EEV/Basic Pilot Program User Identification Number Date of Authorization
If an applicable Federal work authorization program as described above is used, other than the EV/Basic
Pilot Program, please identify the program.
Company Name / Contractor Name Date
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BY:
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Signature of Authorized Officer or Agent Date
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Title of Authorized Officer or Agent of Contractor
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Printed Name of Authorized Officer or Agent
SUBSCRIBED AND SWORN
BEFORE ME ON THIS THE
______ DAY OF_____________________, 20____
Notary Public
My Commission Expires:
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SUBCONTRACTOR AFFIDAVIT
By executing this affidavit, the undersigned subcontractor verifies its compliance
with O.C.G.A. 13-10-91, and attests under oath that:
(1) the undersigned individual, firm or corporation (“Subcontractor”) is engaged
in the physical performance of services under a contract with ______________________
(name of Contractor), which has a contract with the DeKalb County Board of Education.
(2) Subcontractor has registered with, is authorized to use, uses, and will continue
throughout the contract term to use and participate in, a federal work authorization
program [any of the electronic verification of work authorization programs operated by
the United States Department of Homeland Security or any equivalent federal work
authorization program operated by the United States Department of Homeland Security
to verify information of newly hired employees, pursuant to the Immigration Reform and
Control Act of 1986 (IRCA), P.L. 99-603], in accordance with the applicability
provisions and deadlines established in O.C.G.A. 13-10-91. As of the effective date of
O.C.G.A. 13-10-91, the applicable federal work authorization program is the
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“EEV/Basic Pilot Program” operated by the U. S. Citizenship and Immigration Services
Bureau of the U.S. Department of Homeland Security, in conjunction with the Social
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(3) Subcontractor’s correct user identification number and date of authorization is
set forth herein below.
(4) Subcontractor agrees that the Subcontractor will not employ or contract with
any sub-subcontractor(s) in connection with the physical performance of services
pursuant to this subcontract or the contract with the DeKalb County Board of Education,
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unless said sub-subcontractor:
(a) is registered with and participates in the federal work authorization program;
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(b) provides Subcontractor with a duly executed, notarized affidavit with the
same affirmations, agreements, and information as contained herein and in such form as
required under applicable law; and
(c) agrees to provide Subcontractor with notice of receipt and a copy of every
sub-subcontractor Affidavit or other permissible verification procured by sub-
subcontractor at the time the sub-subcontractor(s) is retained to perform such service or
within five (5) days after receiving the said Affidavit or verification, whichever first
occurs.
Subcontractor agrees to maintain records of such compliance and to provide notice of receipt
and a copy of each such sub-subcontractor Affidavit or other applicable verification to the
Contractor at the time the sub-subcontractor(s) is retained to perform such service or within five
(5) days after receiving the said Affidavit or verification, whichever first occurs.
EEV/Basic Pilot Program User Identification Number Date of Authorization
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If an applicable Federal work authorization program as described above is used, other than the
EEV/Basic Pilot Program, please identify the program.
BY: Authorized Officer or Agent Date
(Subcontractor Name)
Title of Authorized Officer or Agent of Subcontractor
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Printed Name of Authorized Officer or Agent
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SUBSCRIBED AND SWORN
BEFORE ME ON THIS THE
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_____ DAY OF _____________________, 20____
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Notary Public
My Commission Expires:
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EXHIBIT H
RELEASE AND AFFIDAVIT
INTERIM WAIVER AND RELEASE UPON PAYMENT
STATE OF GEORGIA
COUNTY OF __________________
THE UNDERSIGNED CONTRACTOR, MECHANIC AND/OR MATERIALMAN HAS
BEEN EMPLOYED BY _____________________ (NAME OF OWNER OR CONTRACTOR
EMPLOYED BY) TO FURNISH ___________________ (DESCRIBE MATERIALS
AND/OR LABOR) FOR THE CONSTRUCTION OF IMPROVEMENTS KNOWN AS
________________________ (TITLE OF THE PROJECT OR BUILDING) WHICH IS
LOCATED IN THE CITY OF ______________, COUNTY OF ______________, AND IS
OWNED BY ______________ (NAME OF OWNER) AND MORE PARTICULARLY
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DESCRIBED AS FOLLOWS:
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(DESCRIBE THE PROPERTY UPON WHICH THE IMPROVEMENTS WERE MADE BY
USING EITHER A METES AND BOUNDS DESCRIPTION, THE LAND LOT DISTRICT,
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BLOCK AND LOT NUMBER, OR STREET ADDRESS OF THE PROJECT.)
UPON THE RECEIPT OF THE SUM OF $_________, THE CONTRACTOR, MECHANIC
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AND/OR MATERIALMAN WAIVES AND RELEASES ANY AND ALL LIENS OR
CLAIMS OF LIENS IT HAS UPON THE FOREGOING DESCRIBED PROPERTY OR
ANY RIGHTS AGAINST ANY LABOR AND/OR MATERIAL BOND THROUGH THE
DATE OF ____________________ (DATE) AND EXCEPTING THOSE RIGHTS AND
LIENS THAT THE MECHANIC AND/OR MATERIALMAN MIGHT HAVE IN ANY
RETAINED AMOUNTS, ON ACCOUNT OF LABOR OR MATERIALS, OR BOTH,
FURNISHED BY THE UNDERSIGNED TO OR ON ACCOUNT OF SAID CONTRACTOR
FOR SAID BUILDING OR PREMISES.
GIVEN UNDER HAND AND SEAL THIS ________ DAY OF _____________, ______.
Contractor/Subcontractor
By:
Printed Name:
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Its:
Sworn and subscribed before me this ____
day of ______________, 201__
Notary Public
My Commission Expires:
NOTICE: WHEN YOU EXECUTE AND SUBMIT THIS DOCUMENT, YOU SHALL BE
CONCLUSIVELY DEEMED TO HAVE BEEN PAID IN FULL THE AMOUNT STATED
ABOVE, EVEN IF YOU HAVE NOT ACTUALLY RECEIVED SUCH PAYMENT, 60
DAYS AFTER THE DATE STATED ABOVE UNLESS YOU FILE EITHER AN
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AFFIDAVIT OF NONPAYMENT OR A CLAIM OF LIEN PRIOR TO THE EXPIRATION
OF SUCH 60 DAY PERIOD. THE FAILURE TO INCLUDE THIS NOTICE LANGUAGE
ON THE FACE OF THE FORM SHALL RENDER THE FORM UNENFORCEABLE AND
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INVALID AS A WAIVER AND RELEASE UNDER O.C.G.A. SECTION 44-14-366.
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WAIVER AND RELEASE UPON FINAL PAYMENT
STATE OF GEORGIA
COUNTY OF
THE UNDERSIGNED CONTRACTOR, MECHANIC AND/OR MATERIALMAN HAS
BEEN EMPLOYED BY (NAME OF OWNER OR
CONTRACTOR EMPLOYED BY) TO FURNISH
(DESCRIBE MATERIALS AND/OR LABOR) FOR THE CONSTRUCTION OF
IMPROVEMENTS KNOWN AS (TITLE OF THE
PROJECT OR BUILDING) WHICH IS LOCATED IN THE CITY OF
COUNTY OF , AND IS OWNED BY
(NAME OF OWNER) AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
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(DESCRIBE THE PROPERTY UPON WHICH THE IMPROVEMENTS WERE MADE BY
USING EITHER A METES AND BOUNDS DESCRIPTION, THE LAND LOT DISTRICT,
BLOCK AND LOT NUMBER, OR STREET ADDRESS OF THE PROJECT.)
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UPON THE RECEIPT OF THE SUM OF $ , THE
CONTRACTOR, MECHANIC AND/OR MATERIALMAN WAIVES AND RELEASES
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ANY AND ALL LIENS OR CLAIMS OF LIENS IT HAS UPON THE FOREGOING
DESCRIBED PROPERTY OR ANY RIGHTS AGAINST ANY LABOR AND/OR
MATERIAL BOND ON ACCOUNT OF LABOR OR MATERIALS, OR BOTH,
FURNISHED BY THE UNDERSIGNED TO OR ON ACCOUNT OF SAID CONTRACTOR
FOR SAID PROPERTY.
GIVEN UNDER HAND AND SEAL THIS DAY OF , .
Contractor/Subcontractor/Mechanic Materialman
By:
Printed Name:
Its:
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Sworn and subscribed before me this
day of , 201___
Notary Public
My Commission Expires:
NOTICE: WHEN YOU EXECUTE AND SUBMIT THIS DOCUMENT, YOU SHALL BE
CONCLUSIVELY DEEMED TO HAVE BEEN PAID IN FULL THE AMOUNT STATED
ABOVE, EVEN IF YOU HAVE NOT ACTUALLY RECEIVED SUCH PAYMENT, 60
DAYS AFTER THE DATE STATED ABOVE UNLESS YOU FILE EITHER AN
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AFFIDAVIT OF NONPAYMENT OR A CLAIM OF LIEN PRIOR TO THE EXPIRATION
OF SUCH 60 DAY PERIOD. THE FAILURE TO INCLUDE THIS NOTICE LANGUAGE
ON THE FACE OF THE FORM SHALL RENDER THE FORM UNENFORCEABLE AND
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INVALID AS A WAIVER AND RELEASE UNDER O.C.G.A. SECTION 44-14-366.
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H-4
CONTRACTOR AFFIDAVIT WAIVING LIEN RIGHTS
Personally appeared before me, the undersigned officer duly authorized to administer
oaths, (name of the Affiant), who after being duly sworn, deposes and states as follows:
1. I am over 18 years of age and otherwise competent to make this Affidavit. The
facts set forth herein are based upon my personal knowledge. I am a duly authorized representative
of (name of the contractor) who, was in charge of the property improvement described as follows:
(describe the construction project)
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The improvement describe above was made with respect to the property owned by (name of the
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record property owner), and that property is more fully identified as follows:
(describe the improved property by, at least, reference to the street address, city and county. It is
recommended that the property’s legal description be referenced here and attached as an exhibit to
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this affidavit.)
2. The construction improvement referenced herein now has been completed, and the
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agreed price or reasonable value of the labor, services, or materials furnished in connection with
this improvement have been fully paid. All subcontractors, materialman, laborers and others
supplying materials, labor, services or otherwise contributing in any way to the property
improvement have been fully paid, and there are no unresolved claims, disputes, or unpaid bills
which relate in any way to any contribution made in connection with the property improvement.
3. I represent that all contracts, bills or claims with respect to any fixture or item of
personal property used in or installed as part of the property improvement have been fully paid and
satisfied.
4. I acknowledge that (name of contractor) has received payment in full for all
amounts due in connection with the improvement of the property described herein and hereby
releases all rights to any lien on that improvement or the property so improved.
5. This Affidavit is given in compliance with the requirements of O.C.G.A. § 44-
14¬361.2, and as part of a transaction involving a conveyance of title in a bona fide sale, a loan in
which the improved real property is to secure repayment of the loan, or where final disbursement of
the contract price is made by the owner to this general contractor.
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6. On behalf of (name of contractor), I further represent that, as of the date of this
Affidavit, there is no valid preliminary notice or claim of lien which affects the improved property
described herein and which has not been previously cancelled, dissolved, or expired.
(Name of Affiant)
ON BEHALF OF (name of contractor)
Sworn to and subscribed before me
this day of ,
2 .
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Notary Public
My Commission Expires:
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H-6
EXHIBIT I
CONSTRUCTION CONTRACTOR APPLICATION FOR PAYMENT
See Attachment
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PL
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EXHIBIT J
CHANGE ORDER
CHANGE ORDER NO. CONTRACT NO.
TO:
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DATE:
PROJECT NO.: PL
Under our AGREEMENT dated , 20 .
You hereby are authorized and directed to make the following change(s) in accordance
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with terms and conditions of the Agreement:
Description of change(s):
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For the (Additive) (Deductive) Sum of:
($ )
Original Agreement Amount $
Sum of Previous Changes $
This Change Order (Add) (Deduct) $
Present Agreement Amount $
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The time for completion shall be (increased/decreased) by _ calendar days due to
this Change Order. Accordingly, the Contract Time is now ( ) calendar days
and the Substantial Completion date is . Your acceptance of this Change Order
shall constitute a modification to our Agreement and will be performed subject to all the same
terms and conditions as contained in our Agreement indicated above, as fully as if the same were
repeated in this acceptance. The adjustment, if any, to the Agreement shall constitute a full and
final settlement of any and all claims arising out of or related to the change set forth herein,
including claims for impact and delay costs.
Accepted: , 20
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CONSTRUCTION CONTRACTOR: OWNER:
The School Board of DeKalb County, Georgia
By: By:
DESIGN PROFESSIONAL:
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By:
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EXHIBIT J1
PROJECT CLOSEOUT CHECKLIST
Division 01 - General Requirements
FACILITIES SERVICES – DESIGN DESIGN GUIDELINE
School Name: Architect / Engineer:
Project Name/# Project Manager:
CM/Contractor Name:
PROJECT CLOSEOUT CHECKLIST – LIST OF DELIVERABLES DATE NOTES
1. Closeout Manual (Electronic Only)
(Separate PDF required for 1) Arch/Civil, 2) Mech/Plumb, 3) Elec, 4) Fire, 5) Kitchen)
a. Copy of Specification Section
b. O&M Material
c. Copy of Warranty
d. Spare Parts / Maintenance Stock (Exhibit D)
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e. Performance Verification / Demonstration to Owner (Exhibit E)
2. Environmental Close Out Manual (Electronic Only)
3. Closeout Manual: Fire (Hard Copy; include items a thru e listed above)
4. Closeout Manual: Kitchen (Hard Copy; include items a thru e listed above)
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5. Warranties & Guarantees Manual (Hard Copies in a Binder)
6. A/E Consolidated Punch List Sign-Off (Electronic Only)
7. General Requirements Sign-Off
8. As Built Drawings (Electronic Only; in Color)
9. Certificate of Occupancy
10. Certificate of Substantial Completion
11. Certificate of Final Inspection
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12. Record Drawings (CAD) and Project Manuals (Electronic Only)
13. Final DCSD Pay Application (Electronic Only; include the following 4 items)
a. Final MWBE Form (Electronic Only)
b. Final Release of Liens (Electronic Only)
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c. Consent of Surety (Electronic Only)
d. Certificate of Insurance (Electronic Only)
14. Sustainability Letter & Sustainability Scorecard (Electronic Only)
15. OEF 564 Cost Breakdown Information (Electronic Only)
16. GMP account reconciliation (by line item)
17. DCSD Facilities Server Files Populated (Unused Folders Removed by Doc Control Mgr)
Construction Manager / General Contractor Date
Architect of Record Date
SPLOST IV Project Manager (PM Team’s Closeout Manager to initial) Date
Facilities Project Manager, Planning & Design (Planning /Archives Team Member to initial) Date
SPLOST IV Program Director, Construction Date
Chief Operations Officer, DeKalb County School District Date
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EXHIBIT K
MASTER PROJECT SCHEDULE MILESTONES
See Attachment
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K-1
EXHIBIT L
CONSTRUCTION CONTRACTOR’S STAFFING SCHEDULE
STAFF NAME STAFF POSITION
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L-1
EXHIBIT L1
PRE-CONSTRUCTION PHASE SERVICES REIMBURSABLE
EXPENSE PROPOSAL
See Attachment
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L1-1
EXHIBIT M
GMP AMENDMENT TO AGREEMENT BETWEEN OWNER AND
CONSTRUCTION CONTRACTOR
AMENDMENT NO. 1 TO AGREEMENT BETWEEN OWNER AND
CONSTRUCTION CONTRACTOR FOR
AGREEMENT NO.
Pursuant to Sections 4.B and 7.A of the Construction Management Agreement
(“Agreement”), dated , between The School Board of DeKalb County,
Georgia (“Owner”) and
(“Construction Contractor”), with respect to the construction of Owner’s
(“Project”), Owner and Construction
Contractor hereby agree to amend and modify the Agreement by this Amendment No. 1 and
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establish a Guaranteed Maximum Price and Contract Time for all the Work as set forth below. All
capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement,
unless otherwise noted. PL ARTICLE 1
SCOPE OF WORK
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The scope of the Work consists of the construction of a
, in accordance with the Agreement, this
Amendment and the other Contract Documents listed as Attachments 1 through below, which
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are hereby incorporated into and made a part of the Amendment by this reference:
Attachment No. Description Pages Date
List of Drawings, Specifications and Addendums
1. Allowances _____ through _____
2. Assumptions and Clarifications _____ through _____
3. Completion Schedule _____ through _____
4. Schedule of Values _____ through _____
5. List of Itemized General Conditions _____ through _____
6. List of Subcontractors and _____ through _____
Major Suppliers
7. Alternates _____ through _____
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ARTICLE 2
GUARANTEED MAXIMUM PRICE
2.1 Construction Contractor’s Guaranteed Maximum Price (“GMP”) for the Work,
including the estimated Cost of the Work as defined in Section 5 of the Agreement and the
Construction Management Fee as defined in Section 4 of the Agreement, is
($ ).
2.2 The Construction Management Fee for the entire Work anticipated on this Project
is hereby established as a lump sum amount of
($_ ), said lump sum amount is included within the above noted GMP.
2.3 The general condition expenses for the entire Work anticipated on this Project are
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hereby established as a lump sum amount of
($ ), said lump sum amount is included within the above noted GMP (“General
Conditions Expenses”). The items included as General Condition Expenses are listed in the List
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of Itemized General Conditions attached hereto and incorporated herein as Attachment No. .
Except as said lump sum amount for General Condition Expenses may be expressly adjusted by
Change Order or Construction Change Directive, Construction Contractor acknowledges and
agrees that Owner shall have no liability for any General Condition expenses beyond payment of
the above noted lump sum amount and Construction Contractor agrees that it shall not be entitled
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to receive any additional compensation from Owner for the General Conditions beyond the above
lump sum amount. There shall be no additional General Conditions Expenses payable to
Construction Contractor on the first Five Hundred Thousand and No/100 Dollars ($500,000.00)
of Change Order or Construction Change Directive Work (i.e. the lump sum amount specified in
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this Subsection includes consideration for up to $500,000.00 of Change Order and/or Construction
Change Directive Work). Further, there shall be no mark-up for a subcontractor’s General
Conditions expenses on the first One Hundred Thousand and No/100 Dollars ($100,000.00) of
Change Order and Construction Change Directive Work to be performed by such subcontractor.
2.4 Monthly installment payment of the Construction Management Fee and the General
Condition Expenses shall be based upon the percent completion of the designated portion of the
Work for each particular month.
2.5 In order to efficiently and timely address any unknown or unanticipated conditions
that are within the scope of the Work and are otherwise reimbursable without duplication as a Cost
of the Work, but excluding all items that are to be reimbursed under the lump sum General
Condition expense amount noted in Subsection 2.4 above, the parties have agreed to establish a
contingency within the GMP in an amount not-to-exceed amount of and
/100 Dollars ($ ) (“Owner’s Contingency”). Owner’s Contingency
funds shall be used to cover costs that may result from incomplete design and unanticipated costs
that arise during construction that are not identified by the construction documents. Construction
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Contractor shall not proceed with any portion of the Work which it intends to charge against the
Owner’s Contingency without first obtaining Owner’s express written authorization to proceed.
Construction Contractor acknowledges and agrees that any portion of the Work which is to be
charged against the Owner’s Contingency that does not receive such prior written approval from
Owner shall be deemed to be part of Construction Contractor’s Work compensated within the
GMP and not chargeable against Owner’s Contingency. Owner reserves the right, at its sole
discretion, to withhold its consent on Owner’s Contingency expenditures. Further, the work that
is the subject of any Owner’s Contingency expenditures shall be deemed part of the Work. The
GMP shall be reduced by unused Owner’s Contingency remaining at the completion of the Work.
Construction Contractor has no entitlement to any portion of any unused Owner’s Contingency.
2.6 In order to efficiently and timely address any unknown or unanticipated
conditions that are within the scope of the Work and are otherwise reimbursable without
duplication as a Cost of the Work, but excluding all items that are to be reimbursed under the lump
sum General Condition expense amount noted in Subsection 2.4 above, the parties have agreed to
establish a contingency within the GMP in an amount not-to-exceed and /100
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Dollars ($ ) (“Contractor’s Contingency”). Construction Contractor shall not proceed
with any portion of the Work which it intends to charge against the Contractor’s Contingency
without first obtaining Owner’s express written authorization to proceed. Construction Contractor
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acknowledges and agrees that any portion of Work which is to be charged against the Contractor’s
Contingency that does not receive such prior written approval from Owner shall be deemed to be
part of Construction Contractor’s Work compensated within the GMP and not chargeable against
Contractor’s Contingency. Owner reserves the right, at its sole discretion, to withhold its consent
on Contractor’s Contingency expenditures. Further, the work that is the subject of any Owner’s
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Contingency expenditures shall be deemed part of the Work. The GMP shall be reduced by unused
Contractor’s Contingency remaining at the completion of the Work. Construction Contractor has
no entitlement to any portion of any unused Contractor’s Contingency. Construction Contractor
shall be entitled to an increase in the Construction Management Fee in the amount of % of
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the Cost of the Work charged against the Contractor’s Contingency.
2.7 The parties have agreed to establish an allowance within the GMP for
in the amount of and /100 Dollars ($ ).
Construction Contractor shall not proceed with any portion of the Work associated with the
aforesaid allowance (“Allowance Work”) without first obtaining Owner’s express written
authorization to proceed with said Allowance Work. Allowance Amounts are reflected in
Attachments through . Unless otherwise provided in the Contract Documents: (a)
allowances amounts shall cover the cost to Construction Contractor of materials and equipment
delivered at the site and all required taxes, less applicable trade discounts; (b) Construction
Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit
and other expenses contemplated for stated allowance amounts shall be included in the GMP but
not in the allowances, unless otherwise stated in the allowance; and (c) whenever costs are more
than or less than allowances, the GMP shall be adjusted accordingly by Change Order.
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2.8 Pursuant to Subsection 12.3 of Exhibit A to the Agreement, if at the time final
payment is made to Construction Contractor the total Cost of the Work has been increased by
approved Change Orders in an amount causing the original GMP as set forth in this Amendment
to be exceeded by more than and /100 Dollars ($ ), then
Construction Contractor shall be entitled to an increase in the Construction Management Fee in
the amount of and /100 Dollars ( %) of the amount exceeding the sum of
and /100 Dollars ($ _) plus that original GMP amount.
2.9 Construction Contractor recognizes that the Contract includes work for trench
excavation in excess of five feet deep. Construction Contractor acknowledges the requirements
set forth by all federal, state and local requirements. Construction Contractor certifies that the
required trench safety standards will be in effect during the period of construction of the Project
and Construction Contractor agrees to comply with all such required trench safety standards.
2.10.1 The amount of and /100 Dollars
($ ) has been separately identified for the cost of compliance with the required trench
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safety standards; said amount is included within the GMP.
2.10 At the completion of the Work, should the actual amount of “General
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Requirements” expenses be less than the amount included therefor in the Schedule of Values
approved by Owner, the resulting “savings” shall accrue to the benefit of Owner and a deductive
Change Order or Construction Change Directive shall be issued reducing the GMP by the amount
of such savings. For the avoidance of doubt, any savings obtained General Requirements expenses
may not be moved to contingency or be used to offset cost overruns in other items within the GMP.
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Further, the line item for General Requirements expenses in the Schedule of Values constitutes a
separate guaranteed maximum price for such expenses and any overruns in General Requirements
expenses shall be borne by Construction Contractor without reimbursement from Owner.
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2.11 By executing this Amendment and furnishing Owner with a GMP based on a
detailed Schedule of Values and a Master Project Schedule, Construction Contractor represents
and warrants that the Contract Documents, including the Construction Documents, as well as other
materials, and information furnished Construction Contractor as of the date of this Amendment
have described the scope, construction requirements, and design intent of the Work in detail
sufficient to enable Construction Contractor to establish firmly the GMP, Contract Time and the
Project Schedule. To the extent that the Construction Documents are anticipated to require further
development, Construction Contractor has provided in the GMP for such further development
consistent with the Contract Documents and reasonably inferable therefrom.
2.12 Savings will be computed as of the date of final completion of the Work and shall
consist of the difference between (i) the Guaranteed Maximum Price (as it may be adjusted in
accordance with the terms of the Contract Documents) and (ii) the total aggregate sum of the
Cost of the Work plus the Construction Management Fee paid by Owner shall accrue to the sole
benefit of Owner.
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ARTICLE 3
CONTRACT TIME
3.1 The Construction Phase Commencement Date for the Work is . The
total period of time beginning with the Construction Phase Commencement Date through the date
required for Substantial Completion of the Work is ( )
days ("Contract Time"). THE SUBSTANTIAL COMPLETION DATE IS THEREFORE
ESTABLISHED AS .
3.2 Pursuant to the Agreement, the parties have established liquidated damage rates for
reasons stated therein, which the parties acknowledge and agree apply to this Amendment and
Construction Contractor’s responsibility to substantially complete the Work within the Contract
Time as stated herein and finally complete the Work within the time prescribed in the Contract.
Accordingly, the liquidated damage rates established in the Agreement shall be assessed against
Construction Contractor for each calendar day Construction Contractor fails to achieve Substantial
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Completion of the Work within the Contract Time or final completion of the Work within the time
prescribed in the Contract.
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MISCELLANEOUS
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4.1 Except as expressly modified herein, the terms and conditions of the Agreement remain
unchanged. All terms not specifically defined herein shall have the meaning ascribed to them in
the Agreement. In the event of a conflict between the terms of this Amendment and those of the
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Agreement, Owner and Construction Contractor agree that the terms of this Amendment shall
prevail and control. This Amendment may be executed in counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same instrument.
Owner Construction Contractor
By: By:
Its: Its:
Date: Date:
Attest: Attest:
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Attachment 1
List of Drawings, Specifications and Addendums
See Attachment
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Attachment 2
Allowances
See Attachment
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Attachment 3
Assumptions and Clarifications
See Attachment
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Attachment 4
Completion Schedule
See Attachment
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Attachment 5
Schedule of Values
See Attachment
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Attachment 6
Itemized General Conditions Expenses
See Attachment
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Attachment 7
List of Sub-Contractors and Major Suppliers
See Attachment
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Attachment 8
Alternates
See Attachment
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EXHIBIT N
CERTIFICATE OF INSURANCE FORM
See Attachment
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EXHIBIT O
SCHOOL CALENDARS
See Attachment
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