DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 1 of 22
DeKalb County Board of Education
Operations Division
Sam A. Moss Service Center
1780 Montreal Road
Tucker, GA 30084-6705
Request for Qualifications (RFQu) No. 23-752-020
for
Construction Management at Risk New Sequoyah Middle and High School
Project: New Sequoyah Middle and High School
DCSD Project Nos.: 101-36
Owner: DeKalb County Board of Education (the “Board”)
Solicitation Timeline Summary
EVENT DATE(S) TIME LOCATION
Solicitation Opens March 2, 2023 http://dekalbschoolsga.ionwave.net
Mandatory Pre-Submittal
March 16, 2023 10:00 AM Via Teams
Conference
3456 Aztec Road #2702.,
Mandatory Site Visit March 17, 2023 9:00 AM
Atlanta, Georgia
Final Questions Due March 22, 2023 2:00 PM dcsd-op-bidquestion@dekalbschoolsga.org
Final Addendum March 29, 2023 2:00 PM http://dekalbschoolsga.ionwave.net
Statement of Qualifications
April 13, 2023 2:00 PM http://dekalbschoolsga.ionwave.net
Due Date & Time
Public Acknowledgement of RFQu will be
Public Acknowledgement April 17, 2023 posted to the DCSD website by close of
business.
Selection Committee
April 17 – 21, 2023
Evaluation
Shortlist Finalist Notified April 25, 2023
Interviews Conducted May 1, 2023
Anticipated Board Review
June 12, 2023
and Approval
Anticipated Notice of Award July 2023
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 2 of 22
Request for Qualifications and
Evaluation Procedures
Construction Management at Risk Services
Negotiated Fee / Guaranteed Maximum Price
Qualifications will be received electronically on the DeKalb County School District website at
https://dekalbschoolsga.ionwave.net for CONSTRUCTION MANAGEMENT AT RISK SERVICES FOR NEW
SEQUOYAH MIDDLE AND HIGH SCHOOL, until 2:00 p.m. EST, Thursday, April 13, 2023. 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, March 16, 2023, 10:00 a.m., EST, via TEAMS. Attendees must provide the following information
by 5:00 p.m., EST on Wednesday, March 15, 2023:
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, March 16, 2023.
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. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 3 of 22
Table of Contents
Section Description PAGE
Request for Qualifications:
1.0 Project Description............................................................................................... 4
2.0 Scope of Services ................................................................................................ 4
3.0 Requirements of Construction Manager .............................................................. 5
4.0 Statement of Qualifications .................................................................................. 6
5.0 Initial Screening Criteria ....................................................................................... 9
6.0 Interview and Presentation .................................................................................. 13
7.0 Selection Process ................................................................................................ 16
8.0 Schedule.............................................................................................................. 17
9.0 General Instructions............................................................................................. 17
10.0 Terms and Conditions .......................................................................................... 18
RFQu Advertisement ........................................................................................... 22
Exhibit A
Attachments(separate file from RFQu)
Attachment A Construction Manager Checklist and Certification
Attachment B1 Corporate Certificate
Attachment B2 Partnership Certificate
Attachment B3 Entity Certificate
Attachment D Offeror’s and Individuals’ Affidavit of Noncollusion
Attachment E Conflict of Interest Disclosure Affidavit
Attachment F Consent to Release Information
Attachment J Immigration and Security Certification
Attachment L No Submittal Response
Attachment M Standard Form of Construction Management Contract
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 4 of 22
REQUEST FOR CONSTRUCTION MANAGER QUALIFICATIONS
PROJECT NAME: New Sequoyah Middle and High School
PROJECT LOCATION: 3456 Aztec Road #2702, Atlanta, GA 30340
RFQu NUMBER: 23-752-020
1.0 PROJECT DESCRIPTION
1.1 DeKalb County School District, Georgia is interested in entering into a contract with a
qualified firm to perform Construction Management at Risk Services as outlined in the
contract to be entered into, the form of said contract being attached hereto for the New
Sequoyah High and Middle School Project listed below in the Scope of Services. The
CM is responsible for the successful, timely, and economical completion of the
construction Project.
1.2 The Contract(s) shall be subject to the limitations and restrictions of Georgia
Code.
2.0 SCOPE OF SERVICES
NEW SEQUOYAH MIDDLE AND HIGH SCHOOL
The project is known as New Sequoyah Middle and High School. The anticipated scope of this project is
the construction of a new Sequoyah Middle School and a new Sequoyah High School at 3456 Aztec Road
#2702 and 3498 Pine Street, Doraville, GA 30340. Construction of a new middle school with 74 instructional
units and a new high school with 84 instructional units. Major elements of the project include but are not
limited to:
A. Construction of a middle school with a 1,200-seat capacity. Construction of a high school with 1,600 seat
capacity. Components of the new campus include but are not limited to:
• Classrooms
• Media Centers
• Fine Arts Areas
• Auditorium
• Kitchens
• Cafeterias
• Gymnasium with indoor track
• Special Education Classrooms
• Career Technology Labs
• Administrative Offices
• Associated building support spaces
• Practice field with artificial turf and rubberized track
• Baseball and Softball fields
• Tennis Courts
• Parking areas to support facilities operation
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 5 of 22
B. Pre-Construction Phase Services shall include but are not limited to: attending any and all design and
preconstruction conferences, assisting and cooperating with the Design Professional with respect to the
design of the Project, reviewing and commenting on design documents, constructability review, advertising
& conducting pre-bid conference, providing cost estimates & GMP development, preparing construction
schedule and incorporating design schedule into a single project schedule, refining general requirements
and general conditions, and documenting “as-is” conditions (including offsite utilities from which
connections are to be made).
C. Construction Phase Services include, but are not limited to, furnishing and paying for all management,
supervision, financing, labor, materials, tools, fuel, supplies, utilities, equipment and services of every kind
and type necessary to diligently, timely and fully perform and complete the construction of the entire
Project in a good and workmanlike manner in accordance with the Construction Documents.
D. The demolition of the existing Sequoyah MS and Cary Reynolds ES facilities.
E. Access and operation of Sequoyah Middle School by DCSD shall not be impacted.
The estimated construction cost for the New Sequoyah High School and Middle School Project is not to
exceed $150,000,000. The Construction Management Firm is to provide all professional services to
deliver to the owner a safe, finished, and fully functioning High School Facility within the estimated
construction budget.
Target Schedule:
Design Notice to Proceed Date: February 2023
100% CD Submittal Date: January 2024
Construction Notice to Proceed Date: January 2024
Substantial Completion Date: June 2026
3.0 REQUIREMENTS OF CONSTRUCTION MANAGER (CM)
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 CM has experience providing construction management
at risk for K-12 public school programs.
3.1.3 CM’s must be authorized to do business in the State of Georgia and must
possess professional service registrations, and general construction licenses
in accordance with applicable statutes, regulations, and rules.
3.1.4 CM's must be knowledgeable of the requirements of Georgia Code.
3.1.5 CM's 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 to the School District on or before
the time and date and at the place indicated in the RFQu.
3.1.7 Statements of Qualifications shall be submitted electronically in accordance with
the requirements contained in the RFQu and should be limited to not more than
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 6 of 22
30 (8.5 inch x 11 inch) pages printed on one side, including covers and dividers,
and excluding financial information. Oversize pages will be counted as two
pages. Submissions in excess of 30 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 Construction Manager will be required to meet the insurance
requirements of DCSD.
3.1.10 A pre-negotiation meeting and negotiation meeting will be conducted on the
date and at the place to be specified at a later date. If agreement is not reached
on this date, DCSD will terminate negotiations and proceed to the next highest
ranked firm. We will proceed with the number two ranked firm in the event that
negotiations are being terminated with the number one ranked firm. At the school
district's sole option, the negotiation cutoff date may be extended.
3.1.11 Costs of participating in the selection process, including presentations to the
Selection Committee, are solely those of the CM; DCSD will assume no
responsibility for any costs.
3.1.12 DCSD reserves the right to waive informalities and to terminate the selection
process.
4.0 STATEMENT OF QUALIFICATIONS
Required Information and Format
Electronic statements of qualifications shall be submitted to the website
https://dekalbschoolsga.ionwave.net and include the following:
1) Letter of Introduction - To be included with Technical Proposal under “Response
Attachments”.
2) Table of Contents - To be included with Technical Proposal under “Response
Attachments”.
3) Compliance - To be included with Technical Proposal under “Response
Attachments”.
4) Successful Related Building Experience – To be included with Technical Proposal
under “Response Attachments”.
5) Proposed Project Staff and their Functions - To be included with Technical
Proposal under “Response Attachments”.
6) Project Approach - To be included with Technical Proposal under “Response
Attachments”.
6) Current Workload - To be included with Technical Proposal under “Response
Attachments”.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 7 of 22
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 CM 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 CM 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 CM must be properly registered, licensed, and certified at the time of
submission:
4.3.2.1 Provide copy of current Georgia Professional Registration Certificate for
general contractor.
4.3.2.2 If CM is a joint venture, provide copy of the joint venture agreement and
either:
a. Copy of current Georgia Professional Registration Certificate of
the joint venture; or
b. A copy of the current Georgia Professional Registration Certificate of
one of the joint venture partners.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 8 of 22
4.3.3 The CM must have been in continuous business for a minimum of five
years. Note: If CM 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.
4.3.3.1 State number of years in business. If the CM 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 CM’s offices. If the
CM 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 CM 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 Financial Capabilities and Cost Control Measures (Y/N):
The CM must demonstrate they have the necessary financial resources to complete
the project, their capabilities to control costs and their history of working proactively to
avoid litigation with Owners
4.3.5.1 Financial Statement: Include a copy of their most current audited
financial statement. If the CM 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 Bonding Capacity: Evidence of sufficient bonding capacity to
bond $150,000,000.00. The CM must submit a letter from their
insurer stating their current bonding capacity for a single job and
their aggregate capacity. (The firm will be required to bond on the
guaranteed maximum price for the Project).
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 9 of 22
4.3.6 Litigation/Insurance Claims/Convictions (Y/N)
4.3.6.1 Submit all litigation of any kind involving Construction Manager, 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 CM is a joint
venture or partnership submit litigation involving all firms comprising
the submitting entity. State the court and location of the litigation.
4.3.6.2 Insurance Claims: State the number of claims, total worker’s compensation
dollars incurred for those claims, and loss cost per man hour for the
last five projects your firm has completed. This information should
include all claims including, but limited to, the firm’s personnel, and sub-
contractors and/or sub-consultants. In addition, firms shall include
information about their safety programs.
4.3.6.3 Convictions: Include a statement as to whether or not the CM (and in the
case of a joint venture, each of the partners in the joint venture) or any of
its officers has been convicted or entered a guilty plea (or plea of nolo
contendere) in any court within the two (2) years prior to the date of
application of a violation of any State or Federal statue concerning
competitive bidding or competitive proposals or the restraint of trade.
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 Building Experience (30 points):
Past experience, including examples of renovations, refurbishment,
repairs and new construction projects completed by the firm.
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 was completed. Provide comparison of
original schedule completion to actual completion date.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 10 of 22
f. Size of project (construction gross square feet).
g. Cost of project (construction cost). Provide comparison of
original contract amount with final contract amount
h. Work for which firm's staff was responsible.
i. Firm's project manager and other 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 (25 points):
The quality, experience and quantity of staff and their functions will be
evaluated by the Committee.
5.1.2.1 The firm shall name the actual staff to be assigned to this
Project, describe their ability and experience, and indicate the
function of each 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.
5.1.2.2 Organization Chart: Develop an organization chart as it
relates to the Project indicating key personnel and their
relationship.
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. How many years with this firm? For sub-consultants, list
prior projects your firm has worked with sub-consultant.
c. How many years with other firms?
d. Experience including types of projects, size of projects (dollar
value and square footage of project), and specific project
involvement.
e. Education.
f. Active registrations (if any).
g. 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 Project Approach (20 points):
5.1.3.1 The firm shall provide information regarding its knowledge of
working on active school campuses, local codes and ordinances,
local subcontractors and suppliers as an indication of its ability to
deliver quality workmanship in an effective and timely manner.
5.1.3.2 The firm shall demonstrate verbally and graphically its plan for
performing the Project, documenting the services to be provided
and showing the interrelationships of all parties, including the
District’s consultants, departments (IT, FF&E, Transportation,
Nutrition, etc.) local authorities, architects, and Program Manager,
to name a few. As part of its services, the firm shall indicate
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 11 of 22
knowledge and experience in the evaluation of building systems,
construction techniques, and the recommendation of materials to
create the optimum value in meeting the design and budget
requirements.
5.1.3.3 Schedule: The anticipated construction Notice to Proceed is
January 2024 with a Substantial Completion of Date of June
2026. Use the dates shown and develop a Preliminary Schedule
that you plan on using to construct this project.
5.1.3.4 QA/QC: Describe your experience and technical expertise your
firm will employ with regard to safety, cost and quality assurance
and quality control.
5.1.4 Current Workload (10 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.
5.1.4.1 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.
5.1.5 Equitable Distribution (Maximum 15 points):
In an effort to consider the equitable distribution of work, the Selection
Process Facilitator shall evaluate data showing dollar amounts of
contracts and projects awarded by DCSD to the submitting firm(s). The
dollar amount of projects awarded will reflect the estimated construction
value listed on the RFQu awarded to each firm. The projects taken into
account in the calculation will be those awarded by DCSD within two years
from this RFQu bid opening. For those projects already under contract,
the awarded amount will be replaced by the GMP and/or Bid amount(s)
contracted, not including change orders. 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. In the
case of submittals received by joint ventures, the projects awarded to
each of the firms comprising the joint venture will be included in the
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 12 of 22
calculation of the projects awarded by DCSD. Furthermore, this
calculation will include all 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/or contract.
5.1.5.1 The chart below will be used to award a maximum of 15 points
based on dollar amount of projects currently under contract, as
well as those awarded by DCSD, but not yet under contract and
those recommended but not yet awarded. 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
0 to $5,000,000 15 points
$5,000,001 to $10,000,000 13 points
$10,000,001 to $20,000,000 11 points
$20,000,001 to $30,000,000 9 points
$30,000,001 to $50,000,000 7 points
Greater than $50,000,000 0 points
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 Chief Operations
Officer (“the COO”). The COO, in his or her sole discretion, can either
accept the short list recommendation or reject the short list
recommendation. If the COO accepts the recommendation, the selection
process proceeds as noted below. If the 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 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 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
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 13 of 22
accepted by the 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 INTERVIEW 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:
6.1.1. References (10 points):
The CM must demonstrate a positive relationship with prior clients on
similar projects.
6.1.1.1 The CM shall submit 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 CM has demonstrated their cooperation
with other Owners. DCSD reserves the option of contacting any
of the references provided to confirm information provided.
6.1.1.2 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.
6.1.2 Overall Approach, Methodology and Knowledge of the Site (35 points):
6.1.2.1 The firm shall provide information regarding its knowledge of
working on active school campuses, local codes and
ordinances, local subcontractors and suppliers 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 Project, documenting the services to be provided
and showing the interrelationship of all parties. As part of its
services, the firm shall indicate knowledge and experience in
the evaluation of building systems, construction techniques
and the recommendation of materials to create an optimum
value in meeting the design and budget requirements.
Note: The services to be provided on the Project will include, but
they are not limited to, the Pre-construction, Construction, and
Post Construction Phases.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 14 of 22
6.1.3 Project Team (15 points):
The firm shall express the general and specific project related
experience and capability of in-house staff and subconsultants 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 (20 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 your preconstruction bidding process and explain the
benefits to the Owner.
6.1.4.2 The firm shall provide a comparison of any representative
current projects demonstrating their ability to hold to original
budgets.
6.1.4.3 Provide a list of onsite staff that you propose for this project and
the number of hours that each staff member will work on the
project during the construction phase.
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.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 15 of 22
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 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
COO for approval. The 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
COO accepts the ranking recommendation, the approval and negotiation
process continues as noted below. If the 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 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
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 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.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 16 of 22
7.0 SELECTION PROCESS:
7.1 The Proposal Evaluation Committee (“PEC”) shall be established by the COO.
The 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 Chief Operations
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 Chief Operations
Officer, for the purpose of evaluating and scoring only those elements
of the responses that relate to facilities design, construction, operation,
and maintenance proposals.
7.1.3 Such other staff person(s) as deemed appropriate by the 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 Chief Operations Officer. The recommendation may be based on
project complexity, project cost and staff capacity.
7.2 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. The Chief Operations 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.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 17 of 22
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 Pre-submittal conference attendance (mandatory).
A virtual mandatory pre-submittal conference will be held on Thursday, March 16, 2023,
10:00 a.m., EST, via TEAMS. Attendees must provide the following information by 5:00
p.m., EST on Wednesday, March 15, 2023:
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, March 16,
2023. The RFQu will be reviewed and questions will be addressed.
8.2 Site visit attendance (mandatory).
A mandatory project site visit is scheduled for Friday, March 17, 2023. Details will be
provided during the pre-submittal conference.
8.3 Statements of Qualifications will be received electronically on the DeKalb County School
District website at https://dekalbschoolsga.ionwave.net for CONSTRUCTION
MANAGEMENT AT RISK SERVICES FOR NEW SEQUOYAH MIDDLE SCHOOL AND
HIGH SCHOOL, until 2:00 p.m. EST, Thursday, April 13, 2023. Qualifications received
after the specified time will not be considered. All potential respondents must register as
a vendor at http://dekalbschoolsga.ionwave.net. 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.
8.4 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 Submit electronically in accordance with the requirements contained in the Request for
Qualifications (RFQu).
9.2 The response shall contain manual signature of an authorized representative of the
responding firm.
9.3 Submittals received after the specified date and time will not be considered
9.4 Firms responding to the RFQu shall be available for presentations and interviews
to the DCSD PEC Selection Committee.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 18 of 22
9.5 The contents of the proposal of a successful firm may become part of its
contractual obligations.
9.1 Excluding items 5.1.5 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.
9.2 Proposals 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 opened.
9.3 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, March 22, 2023 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 Thursday,
March 29, 2023 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.
9.3.1 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 Chief
Operations Officer. At the discretion of DCSD, failure to comply with this
requirement will be grounds for disqualification.
9.3.2 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.
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.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 19 of 22
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
at the proper place on or before the time and date required, and in the format stated.
10.6 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.
10.7 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.
10.8 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:
10.8.1 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.
10.8.2 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.
10.8.3 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
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 20 of 22
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.
10.8.4 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. Erick Hofstetter
Chief Operating Officer
DeKalb County School District
Sam A. Moss Service Center
1780 Montreal Road
Tucker, Georgia 30084
Email: erick_hofstetter@dekalbschoolsga.org
10.8.5 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.
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.
10.8.6 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 Design and Construction 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
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 21 of 22
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.
10.8.7 Protest Resolution. The Design and Construction 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:
10.8.7.1 If 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.
10.8.7.2 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.
10.8.8 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.
10.9 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.
10.10 Submitters acknowledge and agree that the contracting entity will be the CM name
identified in the response to 4.3.1.1
10.11 Attachment L, is the most current version of DCSD’ standard contract form for
Construction Management Services. By submitting a response to this RFQu,
submitters acknowledge and agree that they have reviewed this standard form and
have no objection to it. Further, if selected by DCSD, Submitters acknowledge and
agree that they will execute this standard form contract, subject to DCSD right to
make revisions and modifications thereto prior to execution, where DCSD has
determined, in its sole discretion that such revisions or modifications are in DCSD best
interest.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 2, 2023 Page 22 of 22
NOTICE
CONSTRUCTION MANAGEMENT AT RISK
FOR NEW SEQUOYAH MIDDLE AND HIGH SCHOOL PROJECT
ADVERTISEMENT FOR PROFESSIONAL SERVICES
DeKalb County School District announces that Construction Management at Risk Services are required for the
project listed below.
PROJECT AND NUMBER: Construction Management at Risk Services for
New Sequoyah Middle and High School Project
RFQu No. 23-752-020
SERVICES TO BE PROVIDED: Construction Management at Risk Services for
New Sequoyah Middle and High School Project
PRE-SUBMITTAL MEETING: A virtual mandatory pre-submittal conference will be
held on Thursday, March 16, 2023, 10:00 a.m., EST,
via TEAMS.
DCSD CONTACT: Belinda Quillet, Procurement Manager
Angela Arlene-Myrick, Procurement Specialist
SUBMISSION REQUIREMENTS: Qualifications will be received electronically on the
DeKalb County School district website at
https://dekalbschoolsga.ionwave.net
.
PROPOSAL DUE DATE AND TIME: April 13, 2023, 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 22 Pages
(See Attachments Package)
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 1 of 2
ATTACHMENT A: CONSTRUCTION MANAGER CHECKLIST AND CERTIFICATION
The undersigned, hereby acknowledges having received Request for Qualifications (RFQu) No. 23-752-020 for
Construction Manager at Risk New Sequoyah Middle and High School containing a full set of documents:
IMPORTANT NOTICE: The omission of any of the required items listed below shall cause the bid
submission to be declared non-responsive and to be rejected.
Check Box to
Include with Confirm
Owner’s Standard Forms: Proposal Inclusion
Attachment A Construction Manager Checklist and Certification (2 pages) YES
Attachment B1 Corporate Certificate (1 page)
Attachment B2 Partnership Certificate (1 page) B1 or B2 or B3
as applicable
Attachment B3 Entity Certificate (1 page)
Attachment D Offeror’s and Individuals’ Affidavit of Noncollusion (2 pages) YES
Attachment E Conflict of Interest Disclosure Affidavit (2 pages) YES
Attachment F Consent to Release Information (1 page) YES
Attachment J Immigration and Security Certification (2 pages) YES
Attachment L No Submittal Response Form (1 page) N/A N/A
Attachment M Standard Form of Construction Management Contract No
Include with Check Box to
Other Requirements: Proposal Confirm
Inclusion
Copy of Business License, Valid GC License, and Insurance Certificates YES
Bonding Capacity Letter from Insurer or Surety YES
Indicate Addenda(s) Nos. _____________________________ received (none unless indicated here). The
Construction Manager is responsible for reading and understanding all sections of this RFQu and affirms that the
Construction Manager shall be bound by all of the terms and conditions contained in this RFQu.
Further, the undersigned, being duly sworn, states on oath that no disclosures of ownership have been withheld from
the Board, that the information provided herein is current, and Construction Manager and its officers and employees
have not entered into any agreement with any other Construction Manager or prospective Construction Manager or
with any other person, firm or corporation relating to any prices or other terms named in this RFQu or any other RFQu,
nor has it entered into any agreement or arrangement under which a person, firm or corporation is to refrain from
responding to this RFQu.
Name of Construction Manager:
Signature: ____________________________ Printed Name: ____________________________
Title: ____________________________ Date: ____________________________
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 2 of 2
Sworn to and subscribed before me this ___ day of _______________, 2_____.
Notary Public: _____________________________ My commission expires: __/__/__.
(SEAL)
THE DEKALB COUNTY SCHOOL DISTRICT RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS
AND TO WAIVE INFORMALITIES.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 1 of 1
ATTACHMENT B1: CORPORATE CERTIFICATE
STATE OF _______________________
COUNTY OF _____________________
I, ________________________________, certify that I am the Secretary of the
corporation named as offeror in the foregoing proposal; that ____________________________
who signed said proposal on behalf of the offeror was then _______________________ of said
corporation; that said proposal was duly signed for and in behalf of said corporation by authority
of its Board of Directors, and is within the scope of its corporate powers; and that said
corporation is organized under the laws of the State of ____________________.
_____________________________________
[signature]
_____________________________________
[typed name]
Subscribed and sworn to
before me this ___ day of
_______________, 2_____.
(SEAL)
_____________________
Notary Public
My Commission Expires:
___/___/___
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 1 of 1
ATTACHMENT B2: PARTNERSHIP CERTIFICATE
STATE OF __________________________
COUNTY OF ________________________
On this ____ day of ______________, 20______, personally appeared
_____________________________, who executed the above proposal, and being first
duly sworn, deposes and says that he or she is a general partner in the firm of
_____________________________ and that said firm consists of himself or herself and
__________________________________________ and that he or she executed the
foregoing proposal on behalf of said firm for the uses and purposes stated therein, and
that no one except the above named members of the firm have any financial interest
whatsoever in said proposed contract.
____________________________________
[Affiant’s Signature]
_________________________________ __________________________________
Partner Partner
_________________________________ __________________________________
Partner Partner
Subscribed and sworn to
before me this ___ day of
_______________, 2____.
(seal)
_______________________
Notary Public
My Commission Expires:
___/___/___
NOTE: If only one partner signs, a Power of Attorney executed by all other partners authorizing
him or her to act in the name of the partnership must be attached; otherwise, all partners must
sign.
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 1 of 1
ATTACHMENT B3: ENTITY CERTIFICATE
STATE OF _______________________
COUNTY OF _____________________
I, ________________________________, certify that I am the Secretary of the entity
named as offeror in the foregoing proposal; that _____________________________________
who signed said proposal in behalf of the offeror was then _______________________ of said
entity; that said proposal was duly signed for and on behalf of said entity by due authority, and is
within the scope of its legal powers; and that said entity is a ________________________
organized under the laws of the State of ____________________.
_____________________________________
[signature]
_____________________________________
[typed name]
Subscribed and sworn to
before me this ___ day of
_______________, 2____.
(SEAL)
_____________________
Notary Public
My Commission Expires:
___/___/___
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 1 of 2
ATTACHMENT D: OFFEROR’S and INDIVIDUALS’ AFFIDAVIT OF NONCOLLUSION
(This affidavit to be executed in accordance with O.C.G.A. § 36-91-21(e))
STATE OF ______________________
COUNTY OF ____________________
COMES NOW,
_________________________________________________________(“Offeror”),
[name of Offeror]
appearing by and through __________________________________, it’s _________________________
[insert name of individual with [title]
authority to bind Offeror]
(averring both individually and in his or her representative capacity on behalf of Offeror) (the “Individual
And Representative Affiant”), and
_____________________________________________________________
[in these blanks insert the names of all those required to give the oath under O.C.G.A. § 36-91-21(e)]
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
(collectively, the “Individual Affiants”), and each of the Individual And Representative Affiant and the
Individual Affiants, after first being duly sworn, deposes and says that:
1. He, she or it, as applicable, has not directly or indirectly violated subsection (d) of the Official
Code of Georgia Annotated Section 36-91-21, which subsection provides as follows:
(d) Whenever a public works construction contract for any governmental entity subject
to the requirements of this chapter is to be let out by competitive sealed bid or proposal, no person,
by himself or herself or otherwise, shall prevent or attempt to prevent competition in such bidding
or proposals by any means whatever. No person who desires to procure such work for himself or
herself or for another shall prevent or endeavor to prevent anyone from making a bid or proposal
therefor by any means whatever, nor shall such person so desiring the work cause or induce
another to withdraw a bid or proposal for the work.
2. If the Offeror is a partnership, then the Individual And Representative Affiant, together with the
Individual Affiants, constitute all of the partners and any officer, agent or other person who may have
represented or acted for them in bidding or proposing for or procuring the contract for the DeKalb County
Board of Education CM at Risk New Sequoyah Middle and High School (the “Project”).
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 2 of 2
3. If the Offeror is a corporation or other entity, then the Individual And Representative Affiant,
together with the Individual Affiants, constitute all officers, agents, or other persons who may have acted
for or represented the corporation or other entity in bidding for or procuring the contract for the Project.
Further, the Individual And Representative Affiant and the Individual Affiants sayeth not.
This _______ day of _______________, 2____
_____________________________________
[insert name of Offeror]
and
___________________________________________
[insert name of Individual And Representative Affiant]
By: ___________________________________, both individually and on behalf of Offeror as its
[signature]
_________________________________
[insert title]
Individual Affiants’ signatures and names:
x_____________________________________ x____________________________________
Name: Name:
x_____________________________________ x____________________________________
Name: Name:
x_____________________________________ x____________________________________
Name: Name:
x_____________________________________ x____________________________________
Name: Name:
x_____________________________________ x____________________________________
Name: Name:
x_____________________________________ x____________________________________
Name: Name:
Sworn to and subscribed before me this ___ day of _______________, 2____.
Notary Public: _____________________ My commission expires: __/__/__.
(SEAL)
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 1 of 2
ATTACHMENT E: CONFLICT OF INTEREST DISCLOSURE AFFIDAVIT
I HEREBY CERTIFY, UNDER OATH, that
1. I (Printed Name), ______________________________________ am the (Title)
_________________________________________________ and I am the duly authorized
representative of the firm of (Firm Name) ______________________________________
_____________________________________________ (the “Firm”) for purposes of this
Affidavit, whose address is (Firm Address) _________________________
________________________, and I possess the legal authority to make this Affidavit on
behalf of myself and the Firm, as follows:
2. The following employee(s), officer(s) or agent(s) of the Firm (collectively, “Firm
Representative”) is/are related, by blood or marriage, to an employee, agent or Board
Member of the DeKalb County Board of Education (collectively, “Owner
Representative”), as indicated below:
Firm Representative Owner Representative Relation
________________ __________________ __________________
________________ __________________ __________________
________________ __________________ __________________
________________ __________________ __________________
________________ __________________ __________________
3. Except as listed below under “EXCEPTIONS”, neither the Firm nor any Firm
Representative have any conflicts of interest, whether real or potential, due to kinship,
ownership, other clients, other contracts, interests, or otherwise concerning the DeKalb
County Board of Education, the Project or any Owner Representative:
EXCEPTIONS (fully disclose and completely explain)
[Continued on Next Page]
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 2 of 2
4. This disclosure is made without prior understanding, agreement, or connection with any
corporation, firm or person submitting a bid, proposal or qualification statement for the same
contract or project, and is in all respects without collusion or fraud.
Wherefore, the foregoing disclosure is fully complete and true, and may be relied upon by the
DeKalb County Board of Education:
Signature: ____________________________________________
Printed Name: ____________________________________________
Firm Name: ____________________________________________
Date: ____________________________________________
Sworn to and described before me this ________ day of _______________________
Personally known: ____________________________________________
OR Produced Identification: ____________________________________________
Type of Identification: ____________________________________________
Notary Public – State of ____________________________________________
My Commission Expires ____________________________________________
Affix Notary Seal Here:
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 1 of 1
ATTACHMENT F: CONSENT TO RELEASE INFORMATION
The undersigned, having submitted a competitive sealed Proposal to the DeKalb County Board of
Education in respect of a local government entity public works construction project (or being a partner in a
joint venture that has submitted such proposal), hereby authorizes any person or entity having in its
possession, custody or control any information regarding the undersigned to fully disclose and make available
such information to the DeKalb County Board of Education, its agents, attorneys and other representatives.
This ___ day of _______________, 2_____.
_____________________________________________________
[Printed name of person or entity consenting to release of information]
By: ___________________________________
Printed name: ___________________________
Printed Title: ____________________________
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 1 of 2
ATTACHMENT J: IMMIGRATION AND SECURITY CERTIFICATION
If you are providing service, performing work or delivering goods to the DeKalb County Board of
Education/DeKalb County School District including, but not limited to schools, warehouses and
central offices, the applicable Georgia Security and Immigration Compliance documents found here
must be completed, signed, notarized and submitted with your bid/proposal. Failure to provide this
document with your bid/proposal will result in the disqualification of the bid/proposal.
1) Offeror/Bidder shall at all times comply with the Georgia Security and Immigration Compliance Act, as
amended, O.C.G.A. § 13-10-90 et. seq.
2) In order to insure compliance with the Immigration Reform and Control Act of 1986 (IRCA), D.L. 99-603
and the Georgia Security and Immigration Compliance Act, as amended by the Illegal Immigration Reform
Act of 2011, O.C.G.A. § 13-10-90 et. seq. (collectively the “Act”), the Offeror MUST INITIAL the statement
applicable to Offeror below:
(a) (Initial here): Offeror declares under penalties of perjury that, Offeror
has registered at https://e-verify.uscis.gov/enroll/ to verify information of all new employees
in order to comply with the Act; is authorized to use and uses the federal authorization
program under the federal work authorization user identification number issued on the date
of authorization below; will continue to use the authorization program throughout the
contract period; Offeror further warrants and agrees Offeror shall execute and return any
and all affidavits required by the Act and the rules and regulations issued by the Georgia
Department of Labor as set forth at Rule 300-10-1-.01 et. seq. [Offerors who initial (a)
must attach and return a signed, notarized Contractor Affidavit and Agreement with
the Contract if awarded];
or
(b) ________ (Initial here): Offeror/Bidder warrants that he/she does not employ any
other persons, and he/she does not intend to hire any employees or to perform the
Contract. [Offerors/Bidders who initial (b) must attach and return a signed, notarized
Affidavit of Exception with the Contract if awarded];
or
(c) _______ (Initial here) Offeror/Bidder is an individual who is licensed pursuant to
Title 26 or Title 43 or by the State Bar of Georgia and is in good standing when such contract
is for services to be rendered by such individual and thus does not have to provide an
affidavit.
_ 3) _____ (Initial here) Offeror/Bidder will not employ or contract with any subcontrator in connection
with a covered contract unless the subcontractor is registered, authorized to use, and uses the
federal work authorization program; and provides Offeror/Bidder with all affidavits required by the
Act and the rules and regulations issued by the Georgia Department of Labor as set forth at Rule
300-10-1-.01 et. seq.
4) _____(Initial here) Offeror/Bidder agrees that, if Offeror/Bidder employs or contracts with any
sub-contractor in connection with the covered contract under the Act and DOL Rules 300-10-1-.01,
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 2 of 2
et seq that Offeror/Bidder will secure from each sub-contractor at the time of the contract the sub-
contractor’s name and address, the employee-number applicable to the sub-contractor, the date the
authorization to use the federal work authorization program was granted to sub-contractor; the
subcontractor’s attestation of the subcontractor’s compliance with the Act and Georgia Department
of Labor Rule 300-10-1-.01, et seq.; and the subcontractor’s agreement not to contract with sub-
subcontractors unless the sub-subcontractor is registered, authorized to use, and uses the federal
work authorization program; and provides subcontractor with all affidavits required by the Act and
the rules and regulations issued by the Georgia Department of Labor as set forth at Rule 300-10-1-
.01 et. seq.
5) ______(Initial here) Offeror/Bidder agrees to provide the DeKalb County School District with all
affidavits of compliance as required by O.C.G.A. § 13-10-90 et seq. and Georgia Department of
Labor Rules 300-10-1-.01, et seq within five (5) business days of receipt.
_________________________________ ______________________________
Signature Date
____________________________________ _______________________________
EEV/Basic Pilot Program Date of Authorization
User Identification Number
Firm Name: __________________________________________________________
Street/Mailing Address: ________________________________________________
City, State, Zip Code: __________________________________________________
Telephone Number: ___________________________________________________
Email Address: _______________________________________________________
SUBSCRIBED AND SWORN
BEFORE ME ON THIS THE
______ DAY OF_____________________, 20____
Notary Public
My Commission Expires:
DeKalb County School District RFQu No. 23-752-020
CM at Risk New Sequoyah Middle and High School Project No. 101-36
March 3, 2023 Page 1 of 1
ATTACHMENT L: NO SUBMITTAL RESPONSE FORM
RFQu Number: 23-752-020 DCSD Project Nos.: 101-36
Title: CM at Risk New Sequoyah Middle and High School
If your company will not be submitting a proposal in response to this Request for Qualifications, please complete this
form and return or fax, prior to the RFQu due date established within to:
DeKalb County Board of Education (the “Board”)
Procurement Services
Attention: Procurement Manager
Email: belinda_quillet@dekalbschoolsga.org
This information will assist Procurement Services in the preparation of future RFQu’s.
Company Name: ______________________________________________________________
Contact: ____________________________________________________________________
Address: ____________________________________________________________________
Telephone: _________________________________ Fax: ____________________________
Email:_______________________________________________________________________
Please check reason for a “no submittal.”
_____ Specifications ‘too tight,” geared toward one brand or manufacturer (explain below)
_____ Insufficient time to respond
_____ Specifications unclear (explain below)
_____ We do not offer this service or an equivalent
_____ Our schedule does not permit us to perform
_____ Unable to meet specifications
_____ Unable to meet bond requirements
_____ Unable to hold prices respondent throughout the term of the contract period
_____ Unable to meet insurance requirements
_____ Other________________________________________________________________
Explanation:__________________________________________________________________
____________________________________________________________________________
If submitting this form, only this form needs to be returned.
ATTACHMENT M
STANDARD FORM OF
CONSTRUCTION MANAGEMENTCONTRACT
BETWEEN
THE DEKALB COUNTY BOARD OF EDUCATION
AND
[Contractor]
PROJECT:
Project Address:
ARCHITECT: Goodwyn, Mills, Cawood, LLC
Architect’s Address: 6120 Powers Ferry Road, NW, Suite 200
Atlanta, GA 30339
Cost Code:
i
07.2016
ATTACHMENT M
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
SECTION 8 EXHIBITS INCORPORATED …………………………………………………... 15
SECTION 9 NOTICES ………………………………………………………………………… 16
SECTION 10 MODIFICATION …………………………………………………………………16
SECTION 11 SUCCESSORS AND ASSIGNS …………………………………………………16
SECTION 12 GOVERNING LAW ……………………………………………………………...16
SECTION 13 NO WAIVER ……………………………………………………………………. 16
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
ATTACHMENT M
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
16. WAIVER OF SUBROGATION ………………………………………………………..A-29
17. INDEMNIFICATION ………………………………………………………………….A-30
18. CLEANUP AND PROTECTIONS …………………………………………………….A-30
19. ASSIGNMENT …………………………………………………………………………A-31
20. PERMITS, LICENSES AND TAXES ………………………………………………….A-31
21. TERMINATION FOR DEFAULT ……………………………………………………..A-32
22. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION …………..A-33
23. COMPLETION …………………………………………………………………………A-34
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
iii
07.2016
ATTACHMENT M
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 F LIQUIDATED DAMAGES ………………………………………………………...F-1
EXHIBIT G CONTRACTOR AND SUBCONTRACTOR AFFIDAVIT……………………..G-1-4
EXHIBIT H RELEASE AND AFFIDAVIT …………………………………………………H-1-6
EXHIBIT I CONSTRUCTION CONTRACTOR APPLICATION FOR PAYMENT …………...I-1
EXHIBIT J CHANGE ORDER ………………………………………………………………J-1-3
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
iv
07.2016
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 Goodwyn, Mills, Cawood, LLC, 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:
Section 1. Contract Documents
A. The Contract Documents consist of this Agreement, the Exhibits described in
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
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”.
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
essentially in two phases; those phases being Pre-Construction Phase Services and Construction
1
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
Agreement.
B. Construction Phase Services. After the Construction Documents have been
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,
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
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 furthering the
interest of Owner; to furnish efficient business administration and supervision; to furnish at all times
2
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 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 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.
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
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 of Work to be
performed and provided by Construction Contractor as set forth in the Contract Documents; (2)
3
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.
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
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
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
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,
including providing value engineering services, reviewing Construction Documents for
constructability, assisting and meeting with Design Professional during the various design phases,
4
and p r e p a r i n g 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,
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. 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
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
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 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
5
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.
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.
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
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
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
Owner’s written agreement.
6
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
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
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 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 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 C os ts . 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
of those actually installed but required to provide reasonable
allowance for waste and for spoilage. Unused excess materials, if
7
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 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.
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
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
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.
5. Miscellaneous Costs.
a. That portion of any separate premiums for (i) bonds directly attributable
8
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.
d. Fees of testing laboratories for tests required by the Contract
Documents, except those related to defective or nonconforming Work
for which reimbursement is excluded pursuant to the terms of the
Contract.
e. Royalties and license fees paid for the use of a particular design,
process or product required by the Contract Documents.
f. Deposits lost for causes other than Construction Contractor’s fault or
negligence.
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 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.
9
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.
2. Expenses of Construction Contractor’s principal office and offices other
than the Project site office.
3. Discretionary bonuses, incentive compensation and other discretionary
payments paid to anyone hired by Construction Contractor or paid to any
subcontractor or supplier.
4. Overhead and general expenses, except as may be expressly included in
Subsection 5.A. above.
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.
8. Any costs not specifically and expressly described in Subsection 5.A.
above.
10
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
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,
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
Cost of the Work.
Section 6. Bonds
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.
3. The surety company shall be in full compliance with the provisions of the
Georgia Insurance Code.
11
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:
REQUIRED
POLICYHOLDER’S FINANCIAL
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
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
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
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.
12
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
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 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
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
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
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
13
(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
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
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 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 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.
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
14
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
Exhibit E: Insurance Requirements
Exhibit F: Liquidated Damages
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
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
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.
B. Notices, consents or approvals required or permitted to be given to Owner shall be
delivered to Owner at:
15
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: ________________
Fax No.:_____________________________
D. 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
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.
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
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
16
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
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.
Section 16. Construction
Unless the context of this Agreement otherwise clearly requires, references to the plural
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
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.
17
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]
Mr. Dijjon DaCosta, Board Chairperson____ _________________________________
[TYPED NAME & TITLE] [TYPED NAME & TITLE]
By: _________________________________
[SIGNATURE]
Dr. Vasanne S. Tinsley, Interim Superintendent_____
[TYPED NAME & TITLE]
DeKalb County Board of Education________ ____________________________________
1701 Mountain Industrial Boulevard______ ____________________________________
Stone Mountain, GA 30083______________ ____________________________________
[ADDRESS]
____________________________________ ____________________________________
[DATE OF EXECUTION] [DATE]
Erick Hofstetter, Chief Operating Officer
18
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 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 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.
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 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 installed as part of the Work, whether
or not called for by the Contract Documents.
A-1
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
Below;
1.4.4 These General Terms and Conditions;
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 the
exception of Owner’s third party beneficiary rights under Contractor’s agreements with its
subcontractors and suppliers.
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
facilities and utilities being referred to in this Section 2 as the “Utilities”. Construction Contractor
A-2
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 be reimbursed to Owner
by Construction Contractor within five (5) business days of written demand for same from Owner.
3. SCHEDULE
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 Phase
Services to be provided by Construction Contractor hereunder, but also shall include Design
Professional’s performance schedules (“Master Project Schedule”).
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-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
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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.
4.3 If payment is requested on the basis of materials and equipment not incorporated 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 for such unincorporated
materials.
4.4 Construction Contractor shall submit two (2) notarized original copies of its 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 (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
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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 (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 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 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 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 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
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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.
5. PAYMENTS WITHHELD
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 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 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.
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
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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 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, 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 (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 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 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 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 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 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
Construction Contractor. All such requests, to the extent possible, should be submitted by
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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 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 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 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 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 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 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 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 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 CONSTRUCTION DOCUMENTS ARE
CONSISTENT WITH EACH OTHER, PRACTICAL, FEASIBLE AND CONSTRUCTABLE.
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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.
8.4 Interfacing:
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
identifies the Work included in that particular separate subcontract, its schedule for start and
completion and its relationship to the other separate subcontractors.
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, 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,
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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:
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
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
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
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.
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
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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.
9.2.3 Establish and enforce job rules governing parking, clean-up, use of facilities
and worker discipline.
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:
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 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.
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
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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,
Design Professional, and any permitting authority inspectors.
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 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 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,
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.
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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
9.4.2 Subcontractor Licenses
9.4.3 Shop Drawing Submittal/Approval Logs
9.4.4 Equipment Purchase/Delivery Logs
9.4.5 Contract Drawings and Specifications with Addenda, RFIs
9.4.6 Warranties and Guarantees
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
9.4.15 Bulletin Quotations
9.4.16 Lab Test Reports
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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
9.4.21 Technical Standards
9.4.22 Design Handbooks
9.4.23 “As-Built” Marked Prints
9.4.24 Operating & Maintenance Instructions
9.4.25 Daily Progress Reports
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
9.4.34 Suspense (Tickler) Files of Outstanding Requirements
9.4.35 Policy and Procedure Manual
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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”)
9.4.41 Environmental Reports
9.4.42 Description of Environmental Issues, if any
9.4.43 Any other Project related items
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 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 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.
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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 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 expressed in the Contract Documents.
10. DAILY REPORTS, RECORD CONTRACT DOCUMENTS AND MEETINGS
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
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 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
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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
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 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 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 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, 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.
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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 associated with the
acceleration.
11.3 Construction Contractor is responsible for compliance with any requirements
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 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, 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 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
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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
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 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 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. 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 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
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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 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.
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 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 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 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
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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 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 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.
13. CLAIMS AND DISPUTES
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
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
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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 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 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 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) 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 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 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.
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 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 coverages and limits required hereunder. In
addition, certified, true and exact copies of all insurance policies required shall be provided to
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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
separate responsibility of Construction Contractor and independent of its duty to furnish a copy or
certificate of such insurance policies.
15.2 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 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 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.
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
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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 requirements
have been met or that the insurance policies shown on the evidence of insurance are in compliance
with the requirements of the Contract.
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 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 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.
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
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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-”.
15.7.4 The insurance company must have a current A. M. Best financial rating of
“Class VI” or higher.
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 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 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.
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.
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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. 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.
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 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 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 Construction Contractor 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 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
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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 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 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
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
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 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.
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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 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.
19. ASSIGNMENT
19.1 Construction Contractor shall not assign the Contract or any part thereof, 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 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.
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
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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 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 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 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 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 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
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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, 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 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
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 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
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
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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
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
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 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 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 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
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final Release and Affidavit in the forms attached to the Agreement as Exhibit H, (2) consent of
surety to final payment, (3) all 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 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 payable.
24. WARRANTY
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 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 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 Owner with
timely prior written notice (at least 48 hours) of the readiness of the Work for all required
inspections, tests or approvals.
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 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.
25.7 Construction Contractor shall only use a certified independent testing and balancing
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services contractor to perform “Test and Balance” (“T&B”) services for this Project. 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.
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 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 thresholds
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 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 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 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.
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 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 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. 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 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 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 have the right to determine the acceptability.
27.5 Construction Contractor shall not employ on the Project any person who has been
convicted of a felony or misdemeanor-level criminal charge regarding sexual abuse or misconduct,
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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.
28. PROTECTION OF WORK
28.1 Construction Contractor shall fully protect the Work and adjacent property 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 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 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 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
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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 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.
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 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
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
shall develop and implement, in accordance with the requirements of the Contract Documents,
a safety plan for the Work.
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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
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 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 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;
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
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
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without Owner’s expressed prior written consent;
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 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 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
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.
32. PROJECT MEETINGS
32.1 Prior to the commencement of Work, Construction Contractor shall attend a
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preconstruction conference with Owner and Design Professional and others as appropriate to
discuss the Master Project Schedule, procedures for handling shop drawings and other 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 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
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 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
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
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 the
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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 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.
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).
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 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 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 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
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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 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 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 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 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.
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
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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 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 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 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, 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 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.
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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.
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.
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 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
37.1 The purpose of this Section is to ensure 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 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,
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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.
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 to bidders.
37.2.1 Except as hereafter provided in Subsection 37.5, all subcontracts are to 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 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.
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.
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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 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
38.1 All representations and covenants of the parties shall survive the expiration of the
Agreement. Further, all of Construction Contractor’s representations, indemnifications, 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.
39. SECURING AGREEMENT
39.1 Construction Contractor warrants that Construction Contractor has not employed
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
Contractor per the Contract Documents. The Manual shall provide a
plan for the control, direction, coordination and evaluation of the 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 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 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
organizational elements participating in the Project shall be
included.
2.6 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.
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.
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
subcontractors, subconsultants and suppliers of any of them. This
list shall be continuously updated by Construction Contractor
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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
Phase Services and Construction Phase Services to be provided by Construction Contractor
pursuant to the Contract.
1. General:
1.1 Commencing immediately after the Notice to Proceed is issued
to Construction Contractor by Owner, Construction Contractor
shall implement and shall utilize throughout the life of the
Contract all subsystems of the PMIS.
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.
2. Narrative Reporting Subsystem.
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
reports:
2.2.1 Monthly Executive Summary which provides an overview
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
allocations. An explanation for all variances shall be
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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
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
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.
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
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
acceptance of the schedule by Owner and Design Professional in no
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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.
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
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
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
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
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
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.
3.4 Schedule Format: The Master Project Schedule and the
Construction Schedule shall be planned and recorded with a Critical
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
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
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.
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
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:
3.4.9.1 Dates of activities’ actual starts and completions.
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
and any changes to the path of critical activities
from the previous update, sources of delay, any
potential problems, requested logic changes, and
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,
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
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
Contract milestone dates.
3.6 Change Orders: When a Change Order is proposed, Construction
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
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
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
and cumulative), the amount invoiced (both current and
cumulative), and the balance remaining. A summary of this report
shall accompany each pay request.
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]
WHEREAS, the Contractor has signed a contract with the Owner dated _______________, 2____
("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 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, 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 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
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:
(i) The name, address and telephone number of the person providing labor,
material, machinery or equipment;
(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.
6.
No action can be instituted hereunder after one (1) year from the completion of the Construction
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 courtesy
copy to the Owner:
Surety: _____________________________
_____________________________
_____________________________
Attn: ________________________
Contractor: _____________________________
_____________________________
_____________________________
Attn: _________________________
C-3
Owner: DeKalb County Board of Education
1780 Montreal Road
Tucker, Georgia 30084
Attn: Erick Hofstetter, Chief Operating 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]
By: ______________________________ By: _______________________________
[Signature] [Signature]
__________________________________ __________________________________
[Printed Name, Title and Address] [Printed Name, Title and Address]
_______________________________ ________________________________
_______________________________ ________________________________
C-4
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]
WHEREAS, the Contractor has signed a contract with the Owner dated ______________, 2____
("Construction Contract") for construction of:
[Insert Description and Location of the Project]
(“Project”); and
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
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.
D-1
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
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
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.
3.
In no event shall the Surety be obligated to the Owner hereunder for any sum in excess of the Penal
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.
D-2
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: _______________________________
_______________________________
_______________________________
Attn: ___________________________
Contractor: _______________________________
_______________________________
_______________________________
Owner: DeKalb County Board of Education
1780 Montreal Road
Tucker, Georgia 30084
Attn: Erick Hofstetter, Chief Operating Officer
D-3
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: __________________________________
[Signature] [Signature]
______________________________________ _____________________________________
[Printed Name, Title and Address] [Printed Name, Title and Address]
______________________________________ _____________________________________
______________________________________ _____________________________________
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;
(d) claims for damages insured by usual personal injury liability coverage which are sustained (1)
by 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;
(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.
(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.
(3) The insurance required by Paragraph 1 shall include contractual liability insurance.
(4) The Contractor shall be responsible from the time of signing the Contract or from the time of the beginning
of the first Work, whichever shall be earlier, for all bodily injury (including death) or damage to property of any
kind resulting from the Work under this Contract to persons or property.
The Contractor assumes the obligation to save the Owner, the DeKalb County School District, the Owner’s
Program Manager and the Architect harmless and to indemnify them from every expense, liability or payment
arising out of or through bodily injury (including death) to any person or persons or damage to property of any
person arising out of any act of the Contractor, any subcontractor or anyone either directly or indirectly employed
by or under the supervision of any of them in the prosecution of the Work included in the Contract.
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.
E-1
(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).
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 Occurrence,
$1,000,000 Aggregate.
7. If the Comprehensive General Liability policy provides that the general 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;
2. Property Damage: $1,000,000.00 Each Occurrence;
3. or $1,000,000 Combined Single Limit.
(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
E-2
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.
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.
(8) Contractor shall purchase and maintain Owner’s Protective Liability Policy with minimum limits of:
(a) 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.
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, Owner’s Program Manager, and the Architect
as an additional insured.
(9) Contractor shall purchase and maintain 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. The coverage and protection afforded to the Owner
under such policy shall not be diminished, changed, altered or otherwise affected by any of the following:
(a) the delivery of furniture, fixtures and equipment to the insured premises and the installation
in place thereof, and making the same ready for Owner’s use;
(b) the Owner’s partial or total occupancy of the insured premises; and/or
(c) the performance of other work or construction operations at the insured premises by the
Owner and/or its employees, agents or other contractors.
For the avoidance of doubt, and to the extent required, Contractor shall obtain an endorsement to such policy to
delete any partial occupancy exclusions and to ensure the policy’s compliance with the foregoing requirements
and provide a copy thereof to Owner.
E-3
(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.
E-4
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
$600,000.00 to $999,999.99 $400
$1,000,000.00 to $1,999,999.99 $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
$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.
F-1
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).
(2) Contractor’s correct user identification number and date of authorization is set forth
herein below.
(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
contract with the DeKalb County Board of Education, unless at the time of the contract said
subcontractor:
(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.
G-1
(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
BY: Signature of Authorized Officer or Agent Date
Title of Authorized Officer or Agent of Contractor
Printed Name of Authorized Officer or Agent
SUBSCRIBED AND SWORN
BEFORE ME ON THIS THE
______ DAY OF_____________________, 20____
Notary Public
My Commission Expires:
G-2
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
“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).
(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,
unless said sub-subcontractor:
(a) is registered with and participates in the federal work authorization program;
(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
G-3
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
Printed Name of Authorized Officer or Agent
SUBSCRIBED AND SWORN
BEFORE ME ON THIS THE
_____ DAY OF _____________________, 20____
Notary Public
My Commission Expires:
G-4
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 DESCRIBED AS FOLLOWS:
(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.)
UPON THE RECEIPT OF THE SUM OF $_________, THE CONTRACTOR,
MECHANIC 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:
H-1
Printed Name:
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
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 INVALID AS A WAIVER AND RELEASE UNDER O.C.G.A.
SECTION 44-14-366.
H-2
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:
(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.)
UPON THE RECEIPT OF THE SUM OF $ , THE
CONTRACTOR, MECHANIC 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 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:
H-3
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 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 INVALID AS A
WAIVER AND RELEASE UNDER O.C.G.A. SECTION 44-14-366.
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)
The improvement describe above was made with respect to the property owned by (name of the
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
this affidavit.)
2. The construction improvement referenced herein now has been completed, and the
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.
H-5
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 .
Notary Public
My Commission Expires:
H-6
EXHIBIT I
CONSTRUCTION CONTRACTOR APPLICATION FOR PAYMENT
See Attachment
I-1
EXHIBIT J
CHANGE ORDER
CHANGE ORDER NO. CONTRACT NO.
TO:
DATE:
PROJECT NO.:
Under our AGREEMENT dated , 20 .
You hereby are authorized and directed to make the following change(s) in accordance
with terms and conditions of the Agreement:
Description of change(s):
For the (Additive) (Deductive) Sum of:
($ )
Original Agreement Amount $
Sum of Previous Changes $
This Change Order (Add) (Deduct) $
Present Agreement Amount $
J-1
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
J-2
CONSTRUCTION CONTRACTOR: OWNER:
The School Board of DeKalb County, Georgia
By: By:
DESIGN PROFESSIONAL:
By:
J-3
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)
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)
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
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)
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
J1-1
EXHIBIT K
MASTER PROJECT SCHEDULE MILESTONES
See Attachment
K-1
EXHIBIT L
CONSTRUCTION CONTRACTOR’S STAFFING SCHEDULE
STAFF NAME STAFF POSITION
L-1
EXHIBIT L1
PRE-CONSTRUCTION PHASE SERVICES REIMBURSABLE
EXPENSE PROPOSAL
See Attachment
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
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.
ARTICLE 1
SCOPE OF WORK
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
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
($_ ), said lump sum amount is included within the above noted GMP.
2.3 The general condition expenses for the entire Work anticipated on this Project are
hereby established as a lump sum amount of
($ ), 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
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
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
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
M-2
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
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
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
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
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
safety standards; said amount is included within the GMP.
2.10 At the completion of the Work, should the actual amount of “General
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.
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.
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.
M-4
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
Completion of the Work within the Contract Time or final completion of the Work within the time
prescribed in the Contract.
ARTICLE 4
MISCELLANEOUS
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
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:
M-5
Attachment 1
List of Drawings, Specifications and Addendums
See Attachment
M-6
Attachment 2
Allowances
See Attachment
M-7
Attachment 3
Assumptions and Clarifications
See Attachment
M-8
Attachment 4
Completion Schedule
See Attachment
M-9
Attachment 5
Schedule of Values
See Attachment
M-10
Attachment 6
Itemized General Conditions Expenses
See Attachment
M-11
Attachment 7
List of Sub-Contractors and Major Suppliers
See Attachment
M-12
Attachment 8
Alternates
See Attachment
M-13
EXHIBIT N
CERTIFICATE OF INSURANCE FORM
See Attachment
N-1
EXHIBIT O
SCHOOL CALENDARS
See Attachment
O-1