CONTINUING CONTRACT FOR
PROFESSIONAL SERVICES
BETWEEN THE
DEKALB COUNTY BOARD OF EDUCATION
AND
Design
Professional: Corgan Associates, Inc.
Design
Professional Address: 1175 Peachtree Street, Suite 500
Atlanta, Georgia 30361
Solicitation No.: RFQu No. 24-752-017
TABLE OF CONTENTS
Article 1 Design Professional’s Responsibilities 2
Article 2 Owner’s Responsibilities 5
Article 3 Schedule 6
Article 4 Compensation 8
Article 5 Ownership and License of Documents and Intellectual Property 9
Article 6 Maintenance of Records 10
Article 7 Indemnity 11
Article 8 Errors and Omissions Insurance 11
Article 9 Other Insurance 11
Article 10 Services by Design Professional’s Own Staff 12
Article 11 Waiver of Claims 12
Article 12 Termination or Suspension 12
Article 13 Prohibition Against Contingent Fees 13
Article 14 Conflict of Interest 13
Article 15 Applicable Law 14
Article 16 Successors and Assigns 14
Article 17 No Third-Party Beneficiaries 14
Article 18 Cooperation with Program Manager and Construction Manager 14
Article 19 Asbestos Statement 15
Article 20 Mandatory Addendum to the Owner/Design Professional Agreement 15
Article 21 Entire Agreement 15
Article 22 Modification 15
Article 23 Notices and Address of Record 15
Article 24 Miscellaneous 16
Exhibit “A” List of Proposal Documents for the Project 20
Exhibit “B” Work Authorization Form 21
Exhibit “C” Staffing Schedule 22
Exhibit “D” Rate Schedule 23
Exhibit “E” Other Insurance 28
Exhibit “F” Asbestos Exclusion Certification Form 30
Exhibit “G” Design Professional Proposal 31
Exhibit “H” Mandatory Addendum to the Owner/Design Professional Agreement 95
Exhibit “I” Contractor Affidavit 100
Exhibit “J” Subcontractor Affidavit 101
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CONTINUING CONTRACT FOR PROFESSIONAL SERVICES
This contract (the "Contract") is made and entered into by and between the DeKalb County
Board of Education (the "Owner") and Corgan Associates, Inc. , authorized to do
business in the State of Georgia, whose business address is 1175 Peachtree Street NE, Suite 500,
Atlanta, Georgia 30361 (hereinafter referred to as the “DESIGN PROFESSIONAL”). This
Contract shall be effective on the date executed by the last party to execute it.
W I T N E S S E T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional architectural
and engineering services expeditiously when a need arises in connection with a study or a partial
or entire DeKalb County School District construction project; and
WHEREAS, Board Policy DJE, Section III, makes provisions for contracts for professional
services; and
WHEREAS, OWNER has selected DESIGN PROFESSIONAL in accordance with the
provisions of Board Policy DJE, and DESIGN PROFESSIONAL will provide professional
architectural engineering services as directed by OWNER for such projects and tasks as may be
required on an as needed basis by OWNER.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements
stated herein, and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Owner and the DESIGN PROFESSIONAL agree:
ARTICLE 1
DESIGN PROFESSIONAL’S RESPONSIBILITIES
1.1 From time to time upon request or direction of the OWNER as hereinafter provided, DESIGN
PROFESSIONAL shall provide to OWNER professional architectural engineering services
(hereinafter the “Services”). All Services to be provided by DESIGN PROFESSIONAL
pursuant to this Contract shall be in conformance with the scope of services, which shall be
described in a Work Authorization issued pursuant to the procedures described herein. The
form of the Work Authorization is set forth in Exhibit B attached hereto and incorporated
herein by reference. Any proposed deviation from the Services set forth in the Work
Authorization must be brought to OWNER'S attention in writing by DESIGN PROFESSIONAL
and all such deviations must be expressly approved by OWNER in writing in advance.
1.1.1 All Services must be authorized in writing by OWNER in the form of a Work
Authorization, and DESIGN PROFESSIONAL shall not provide any Services to
OWNER unless and to the extent they are required in a written Work Authorization.
Any Services provided by DESIGN PROFESSIONAL without a written Work
Authorization shall be at DESIGN PROFESSIONAL'S own risk and OWNER shall
have no liability or responsibility for payment for such Services.
1.1.2 As OWNER identifies certain Services it wishes DESIGN PROFESSIONAL to provide
pursuant to the terms of this Contract, OWNER shall request a proposal from DESIGN
PROFESSIONAL for such Services, said proposal to be in compliance with the terms
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of this Contract and in the form of Exhibit G attached hereto and incorporated herein
by reference. If the parties reach an agreement with respect to such Services,
including, but not limited to the scope of those Services and the compensation to be
paid for such Services, then Owner shall prepare a Work Authorization which
incorporates the terms of the understanding reached by the parties with respect to
such Services, and if both parties are in agreement therewith, they shall jointly
execute the Work Authorization. The OWNER’s proposal documents for each Project
shall be attached hereto as Exhibit A and incorporated herein by reference.
1.1.3 Upon execution of a Work Authorization as aforesaid, DESIGN PROFESSIONAL
agrees to promptly provide the Services required thereby, in accordance with the
terms of this Contract, the subject Work Authorization, the Schedule (as defined in
Paragraph 3.1 hereof), and all applicable laws, ordinances, rules and regulations.
1.1.4 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 DESIGN PROFESSIONAL that any specific or minimum number
of Services will be requested or required of DESIGN PROFESSIONAL pursuant to
this Contract.
1.1.5 DESIGN PROFESSIONAL agrees that upon request of OWNER under this Contract
Design Professional will provide bidding assistance and construction contract
administration services as needed.
1.1.5 DESIGN PROFESSIONAL shall have no authority to act as the agent of OWNER
under this Contract or to obligate OWNER in any manner or way. DESIGN
PROFESSIONAL is an independent contractor, and neither it nor any of its agents,
servants or employees will be an employee or agent of the Owner. Nothing contained
in this Contract shall constitute or be deemed or construed to create a partnership or
joint venture, or any agency relationship, between OWNER and DESIGN
PROFESSIONAL.
1.1.6 All duly executed Work Authorizations shall be and are hereby incorporated into and
made a part of this Contract by reference.
1.2 DESIGN PROFESSIONAL agrees to obtain and maintain throughout the period of this
Contract all such licenses and permits as are required for DESIGN PROFESSIONAL to do
business in the State of Georgia and in DeKalb County, including, but not limited to, all
licenses and permits required by the respective state boards and other governmental
agencies responsible for regulating and licensing the professional Services to be provided
and performed by DESIGN PROFESSIONAL pursuant to this Contract.
1.3 DESIGN PROFESSIONAL agrees that, when the Services to be provided hereunder relate
to a professional service which, under the laws of the State of Georgia, requires a license,
certificate of authorization or other form of legal entitlement to practice such Services, it shall
employ and/or retain only qualified personnel to provide such Services.
1.4 DESIGN PROFESSIONAL hereby designates ____Sangeetha Karthik as its Principal in
Charge (hereinafter referred to as the "Principal in Charge"), who has full authority to bind
and obligate DESIGN PROFESSIONAL on all matters arising out of or relating to this
Contract. For each Work Authorization, DESIGN PROFESSIONAL will designate in writing
an individual to serve as DESIGN PROFESSIONAL'S representative (hereinafter referred to
as the "Representative"), who may be the same as the Principal in Charge. The
Representative is authorized and responsible to act on behalf of DESIGN PROFESSIONAL
with respect to directing, coordinating and administering all aspects of the Services to be
provided and performed under the Work Authorization. By execution of this Contract,
DESIGN PROFESSIONAL acknowledges that the Principal in Charge and Representative(s)
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have full authority to bind and obligate DESIGN PROFESSIONAL on all matters arising out
of or relating to this Contract and the Work Authorization, respectively. DESIGN
PROFESSIONAL agrees that the Principal in Charge and the Representatives shall devote
whatever time is required to satisfactorily and diligently manage the Services to be provided
and performed by DESIGN PROFESSIONAL under the Work Authorization. Further,
DESIGN PROFESSIONAL agrees that the Principal in Charge and the Representatives shall
not be removed by DESIGN PROFESSIONAL without OWNER'S prior approval, and if so
removed must be immediately replaced with a person acceptable to OWNER, which approval
and acceptance shall not be unreasonably withheld by OWNER.
1.5 The DESIGN PROFESSIONAL shall assign only qualified personnel to perform any service
concerning the Project (as defined in Paragraph 3.1 hereof). The DESIGN PROFESSIONAL
management, design, and construction administration staff assigned to the Project shall have
experience in K-12 school design and construction. The Owner shall have the right, but not
the obligation, to interview the management, design, and construction administration staff
that will be assigned to the Project.
1.6 DESIGN PROFESSIONAL agrees that its senior staff, subconsultants and subcontractors
who will perform any Services under this Contract are subject to OWNER'S reasonable
approval. Attached hereto as Exhibit C is a listing of DESIGN PROFESSIONAL'S senior
staff, subconsultants and subcontractors who have been assigned to provide the services
required under this Contract. None of the senior staff, subconsultants and subcontractors
identified in Exhibit C shall be removed from a Project by DESIGN PROFESSIONAL without
OWNER'S prior approval (such approval not to be unreasonably withheld), and if so removed
shall be immediately replaced with a person or firm reasonably acceptable to OWNER.
DESIGN PROFESSIONAL further agrees, within fourteen (14) calendar days of receipt of a
written request from OWNER, to promptly remove from a Project and replace the
Representative, or any other personnel employed or retained by DESIGN PROFESSIONAL,
or any subconsultants or subcontractors or any personnel of any such subconsultants or
subcontractors engaged by DESIGN PROFESSIONAL to provide and perform any of the
Services pursuant to the requirements of this Contract, whom OWNER shall request in writing
to be removed, which request may be made by OWNER with or without cause. If DESIGN
PROFESSIONAL is required to remove and replace a subconsultant or subcontractor without
cause, an equitable adjustment shall be made to the compensation provided for in any Work
Authorization to which such subcontractor or subconsultant may have been assigned.
1.7 DESIGN PROFESSIONAL represents to OWNER that it has expertise in the type of
professional Services that will be required under this Contract. Drawings shall be prepared
in electronic AutoCAD 2014 format and a project manual for each Project (the “Project
Manual”) shall be prepared as an electronic Word 2010 document. By execution of this
Contract and each subsequent Work Authorization issued hereafter, if any, DESIGN
PROFESSIONAL acknowledges it has received the most recent version of the DCSD 2020
VISION – Educational Specifications and Design Guidelines as of the date of this Contract
or such subsequent Work Authorization and will follow, observe and design in accordance
with the standards, requirements and conventions set forth therein. DESIGN
PROFESSIONAL agrees that all Services to be provided by DESIGN PROFESSIONAL
pursuant to this Contract shall be subject to OWNER'S reasonable review and approval and
shall be in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations
(including utility regulations), local and state fire marshal requirements and the Georgia
Department of Education requirements, Georgia Construction Code, as well as the
requirements of any governmental agencies which regulate or have jurisdiction over the
Project (as defined in Paragraph 3.1 hereof) or the Services to be provided and performed
by DESIGN PROFESSIONAL hereunder. In the event of any conflicts in these requirements,
DESIGN PROFESSIONAL shall promptly notify OWNER of such conflict in writing and utilize
its best professional judgment to resolve the conflict. OWNER'S approval of any design
documents in no way relieves DESIGN PROFESSIONAL of its obligation to deliver complete
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and accurate documents necessary for successful completion of the subject Project pursuant
to the Work Authorization.
1.8 DESIGN PROFESSIONAL agrees not to divulge, furnish or make available to any third
person, firm or organization, without OWNER'S prior written consent, or unless incident to
the proper performance of DESIGN PROFESSIONAL'S obligations hereunder, or in the
course of judicial or legislative proceedings where such information has been properly
subpoenaed, any non-public information concerning the Services to be rendered by DESIGN
PROFESSIONAL hereunder, and DESIGN PROFESSIONAL shall require all of its
employees, agents, sub-consultants and subcontractors to comply with the provisions of this
paragraph. This paragraph shall survive the expiration or earlier termination of this Contract.
1.9 DESIGN PROFESSIONAL acknowledges that OWNER may contract with a construction
manager or general contractor who, if retained, shall be responsible for any construction
identified in the Work Authorization (hereinafter referred to as "CONSTRUCTION
CONTRACTOR"). If a CONSTRUCTION CONTRACTOR is retained, DESIGN
PROFESSIONAL agrees to cooperate with CONSTRUCTION CONTRACTOR with respect
to CONSTRUCTION CONTRACTOR'S delivery of work and services to OWNER. Also, in
such event, DESIGN PROFESSIONAL agrees to incorporate, whenever reasonably
practicable and consistent with good design principles, and after OWNER'S written approval,
all suggestions or recommendations timely made by CONSTRUCTION CONTRACTOR with
respect to any design set forth in the Work Authorization.
1.10 DESIGN PROFESSIONAL agrees to comply with all of OWNER's rules and regulations with
respect to safety and security at the OWNER's facilities, including OWNER's drug program,
as said rules and regulations may be modified and amended by OWNER from time to time.
DESIGN PROFESSIONAL further agrees to enforce compliance with such rules and
regulations by all of DESIGN PROFESSIONAL’s subconsultants and subcontractors.
1.11 OWNER may have one or more representatives visit the site of the Project (as defined in
Paragraph 3.1 hereof) from time to time, or on a full-time basis, and DESIGN
PROFESSIONAL shall not interfere with the functions of said representatives and will
cooperate and work with said representatives. No action or failure to act by a representative
of OWNER shall relieve DESIGN PROFESSIONAL from any of its duties or obligations
hereunder.
1.12 DESIGN PROFESSIONAL shall be responsible for obtaining and reviewing all geological
reports obtained by OWNER with respect to the Project (as defined in Paragraph 3.1 hereof).
DESIGN PROFESSIONAL's design documents shall be consistent and coordinated with the
information set forth in all such geological reports. In the event DESIGN PROFESSIONAL
has any questions or concerns about the contents of any such reports, DESIGN
PROFESSIONAL shall notify OWNER in writing within ten (10) days of DESIGN
PROFESSIONAL's receipt of any such geological reports. DESIGN PROFESSIONAL and
OWNER will work in good faith to mutually resolve any such questions or concerns.
ARTICLE 2
OWNER’S RESPONSIBILITIES
2.1 For each Work Authorization, OWNER shall designate in writing a project coordinator to act
as OWNER'S representative with respect to the Services to be rendered under the Work
Authorization (hereinafter referred to as the "Project Manager"). The Project Manager shall
have authority to transmit instructions, receive information, interpret and define OWNER'S
policies and decisions with respect to DESIGN PROFESSIONAL'S Services under the Work
Authorization. However, except as may be otherwise expressly authorized in writing by the
DeKalb County School District, neither the Project Manager nor any other party is authorized
to issue any oral or written orders or instructions to DESIGN PROFESSIONAL that would
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have the effect, or be interpreted to have the effect, of modifying or changing in any way
whatever the: (1) Services to be provided and performed by DESIGN PROFESSIONAL as
set forth in the Work Authorization; (2) the time in which DESIGN PROFESSIONAL is
obligated to complete all such Services as set forth in the Work Authorization or in the
Schedule (as defined in Paragraph 3.1 hereof) submitted and approved pursuant to this
Contract; (3) the amount of compensation OWNER is obligated or committed to pay DESIGN
PROFESSIONAL as set forth in the Work Authorization; or (4) the indemnification obligations
of DESIGN PROFESSIONAL under the Contract or the Work Authorization. Any additional
services (hereinafter the “Additional Services”) must be approved in writing in the form of a
written and executed amendment to this Contract or applicable Work Authorization prior to
starting such Additional Services. OWNER will not be liable or responsible for the costs of
Additional Services commenced without its express prior written approval.
2.2 Within a reasonable time after request from DESIGN PROFESSIONAL, OWNER shall
provide, if available, all criteria and information requested by DESIGN PROFESSIONAL
necessary for DESIGN PROFESSIONAL to comply with OWNER'S requirements for the
Services specified in the Work Authorization, including design objectives and constraints,
space, capacity and performance requirements, flexibility and expendability, and any
budgetary limitations, which may affect the Services.
2.3 Within a reasonable time after request from DESIGN PROFESSIONAL, OWNER will make
available to DESIGN PROFESSIONAL all reasonably available information in OWNER'S
possession pertinent to the Services specified in the Work Authorization, including existing
drawings, specifications, shop drawings, product literature, previous reports and any other
data relative to design or construction set forth in the Work Authorization necessary for
DESIGN PROFESSIONAL to comply with Owner’s requirements for the Services specified
in the Work Authorization.
2.4 OWNER shall arrange for access to and make all reasonable provisions for DESIGN
PROFESSIONAL to enter the site set forth in the Work Authorization (if any) to perform the
Services to be provided by DESIGN PROFESSIONAL under this Contract. DESIGN
PROFESSIONAL acknowledges that such access may be provided during times that are not
the normal business hours of DESIGN PROFESSIONAL.
2.5 OWNER shall provide written notice to DESIGN PROFESSIONAL of any deficiencies or
defects discovered by OWNER with respect to the Services to be rendered by DESIGN
PROFESSIONAL hereunder.
2.6 Wherever the terms of this Contract refer to some action, consent, or approval (excluding
approvals of Additional Services or changes to this 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, including Project Manager,
unless otherwise stated.
ARTICLE 3
SCHEDULE
3.1 Within ten (10) days of receiving a written Work Authorization from OWNER to perform
Services hereunder for a particular project ("Project"), DESIGN PROFESSIONAL agrees to
submit to OWNER a computer-generated bar graph time schedule ("Schedule") for the
performance of such Services to be provided with respect to the Project. Said Schedule shall
be of a form and content satisfactory to OWNER. Services to be rendered by DESIGN
PROFESSIONAL shall be commenced, performed and completed in accordance with the
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Work Authorization and the Schedule. Time is of the essence with respect to the performance
of this Contract, including any and all Projects assigned to DESIGN PROFESSIONAL.
3.2 Should DESIGN PROFESSIONAL be obstructed or delayed in the prosecution or completion
of its Services as a result of unforeseeable causes beyond the control of DESIGN
PROFESSIONAL, including but not restricted to acts of God or of public enemy, acts of
government or negligent or intentionally wrongful conduct of OWNER, fires, floods,
epidemics, quarantine regulations, strikes or lock-outs, and not due to DESIGN
PROFESSIONAL’s own fault or neglect, then DESIGN PROFESSIONAL shall notify OWNER
in writing within three (3) business days (unless OWNER expressly agrees in writing to a
longer period of time) after commencement of such delay, stating the cause or causes thereof
and requesting a reasonable extension of time, or be deemed to have waived any right which
DESIGN PROFESSIONAL may have had to request a time extension.
3.3 Unless otherwise expressly provided for in the Work Authorization, no interruption,
interference, inefficiency, suspension or delay in the commencement or progress of DESIGN
PROFESSIONAL'S Services from any cause whatsoever, including those for which OWNER
may be responsible in whole or in part, shall relieve DESIGN PROFESSIONAL of its duty to
perform or give rise to any right to damages or additional compensation from OWNER.
DESIGN PROFESSIONAL expressly acknowledges and agrees that it shall receive no
damages for delay. DESIGN PROFESSIONAL'S sole remedy, if any, against OWNER will
be the right to seek an extension of time to its Schedule; provided, however, the granting of
any such time extension shall not be a condition precedent to the aforementioned ''No
Damage For Delay" provision. This paragraph shall expressly apply to claims for early
completion, as well as claims based on late completion. Provided, however, if through no
fault and neglect of DESIGN PROFESSIONAL, the Services to be provided hereunder have
been delayed for a total of six (6) months or more, DESIGN PROFESSIONAL'S
compensation shall be equitably adjusted, with respect to those Services that have not yet
been performed, to reflect the incremental increase in costs actually experienced by DESIGN
PROFESSIONAL, if any, as a result of such delays.
3.4 Should DESIGN PROFESSIONAL fail to commence, provide, perform or complete any of the
Services to be provided hereunder in a timely and diligent manner in compliance with this
Contract, the Work Authorization and all applicable laws, then, in addition to any other rights
or remedies available to OWNER hereunder, OWNER at its sole discretion and option may
withhold any and all payments due and owing to DESIGN PROFESSIONAL until such time
as DESIGN PROFESSIONAL resumes performance of its obligations hereunder in such a
manner so as to establish to OWNER'S satisfaction that DESIGN PROFESSIONAL'S
performance is or will shortly be back on schedule and in compliance with this Contract, the
Work Authorization and all applicable laws.
3.5 Notwithstanding anything herein to the contrary, this Contract may be renewed annually by
OWNER at its sole discretion. If OWNER elects not to renew this Contract, it shall send
written notice thereof to DESIGN PROFESSIONAL at least ten (10) days prior to the annual
anniversary date of this Contract. If OWNER fails to send said written nonrenewal notice as
herein provided, OWNER shall be deemed to have elected to renew this Contract. In the
event OWNER sends said written nonrenewal notice, OWNER may provide for either the
termination or continued performance of any Services under any outstanding Work
Authorizations. If OWNER directs DESIGN PROFESSIONAL to continue to perform any such
Services, DESIGN PROFESSIONAL shall continue performance of such Services in
accordance with OWNER'S directions, and this Contract and the applicable Work
Authorization(s) shall continue as to such Services until completion.
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ARTICLE 4
COMPENSATION
4.1 Compensation and the manner of payment of such compensation by OWNER for Services
rendered hereunder by DESIGN PROFESSIONAL shall be as prescribed in each written
Work Authorization. DESIGN PROFESSIONAL agrees to furnish to OWNER, within three (3)
days after the end of each calendar month, or as specified in the Work Authorization, a
comprehensive and itemized statement of charges for the Services performed and rendered
by DESIGN PROFESSIONAL during that time period, and for any OWNER authorized
Reimbursable Expenses (as hereinbelow defined), incurred and/or paid by DESIGN
PROFESSIONAL during that time period. The monthly statement shall be in such form and
supported by such documentation as may be required by OWNER. All such statements shall
indicate the Contract Number, Work Authorization Number, Purchase Order Number and
Project Site description (School or Facility Name).
4.2 The compensation (whether based upon lump sum, hourly, hourly with a cap or some other
agreed-upon formula) contained in each separate Work Authorization shall be based on the
hourly rates as set forth and identified in Exhibit D, which is attached hereto and incorporated
herein by this reference (the “Rate Schedule”), for the time reasonably expended by DESIGN
PROFESSIONAL'S personnel in performing the Services in accordance with the Schedule,
the Contract, and the Work Authorization. The Rate Schedule shall be updated by mutual
agreement on a yearly basis, in conjunction with the annual renewal of this Contract provided
for in paragraph 3.5 above.
4.3 OWNER agrees to reimburse DESIGN PROFESSIONAL for all necessary and reasonable
Reimbursable Expenses incurred or paid by DESIGN PROFESSIONAL in connection with
DESIGN PROFESSIONAL'S performance of the Services, at its direct cost with no markup,
to the extent such reimbursement is permitted in the Work Authorization. For the purposes
hereof, the term "Reimbursable Expenses " shall be deemed to include the following unless
otherwise agreed to by Owner or set forth in the Work Authorization:
4.3.1 All necessary fees paid by DESIGN PROFESSIONAL to governmental authorities
having jurisdiction over any Project specified in a Work Authorization, for securing
required approval or permitting of the Project or any part of it.
4.3.2 The actual, direct cost to DESIGN PROFESSIONAL without markup for necessary
copying/reproduction of plans and other documents required in connection with any
Project specified in the Work Authorization.
DESIGN PROFESSIONAL shall obtain the prior written approval of OWNER before incurring
any expenses other than the aforesaid Reimbursable Expenses , and absent such prior
approval, no expenses incurred by DESIGN PROFESSIONAL will be deemed to be a
Reimbursable Expense.
4.4 DESIGN PROFESSIONAL shall bear and pay all overhead and other expenses, except for
the Reimbursable Expenses specified and defined above, incurred by DESIGN
PROFESSIONAL in the performance of the Services.
4.5 Prior to authorizing DESIGN PROFESSIONAL to provide any Services or to incur any
Reimbursable Expenses under a Work Authorization pursuant to this Contract, OWNER
shall request that DESIGN PROFESSIONAL in writing advise OWNER of (i) the estimated
time required of DESIGN PROFESSIONAL'S personnel and the estimated fees thereof for
the proposed Services to be specified in the Work Authorization; and (ii) the estimated charge
to OWNER for the Reimbursable Expenses applicable to the contemplated Services to be
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performed by DESIGN PROFESSIONAL under the proposed Work Authorization. DESIGN
PROFESSIONAL shall promptly supply such estimate to OWNER based on DESIGN
PROFESSIONAL'S good faith analysis.
4.6 DESIGN PROFESSIONAL agrees that, with respect to any subconsultant or subcontractor
to be utilized by DESIGN PROFESSIONAL under any particular Work Authorization,
DESIGN PROFESSIONAL shall be limited to a maximum markup of __% on the fees and
expenses associated with such subconsultants and subcontractors.
ARTICLE 5
OWNERSHIP AND LICENSE OF DOCUMENTS AND INTELLECTUAL PROPERTY
5.1 The Preliminary Design and the Construction Documents shall become “Instruments of
Service” and include all Drawings, Plans, Specifications, and other documents, including
those in electronic form, prepared specifically for the subject Project by the DESIGN
PROFESSIONAL and its consultants. The DESIGN PROFESSIONAL agrees to, and
DESIGN PROFESSIONAL and its consultants shall be deemed to have prepared their
respective Instruments of Service as architectural works and works made for hire as defined
in 17 U.S.C. §§ 101, 102(a)(8) and 201(b), thereby transferring and vesting in the Owner,
pursuant to 17 U.S.C. § 201(d), all common law, statutory, and other reserved rights,
including copyrights in the Instruments of Service and in the buildings, improvements, and
structures constituting the Project. The Instruments of Service shall include the Space Plan
and Design Concept, if any.
5.2 DESIGN PROFESSIONAL hereby expressly grants, assigns, transfers, and otherwise
quitclaims to the Owner, its successors, and assigns, pursuant to 17 U.S.C. § 201(d), all
common law, statutory, and other reserved rights, including copyrights in both the
Instruments of Service and in the buildings, improvements, and structures embodying the
architectural and engineering works that constitute the Project, provided that the Owner shall
comply with all obligations, including prompt payment of all sums, when due, under this
Contract. The DESIGN PROFESSIONAL shall obtain similar grants, assignments, transfers,
and quitclaims from its consultants consistent with this Contract. The DESIGN
PROFESSIONAL warrants (and shall cause each of the DESIGN PROFESSIONAL
consultants to warrant also) that this transfer of copyright and other rights is valid against the
world.
5.3 The DESIGN PROFESSIONAL hereby grants, assigns, transfers, and otherwise quitclaims
to the Owner, without reservation, all copyrights to all Project-related documents, models,
computer drawings, and other electronic expressions, photographs, and other expression or
Instruments of Service produced by the DESIGN PROFESSIONAL. However, the DESIGN
PROFESSIONAL will retain all rights to any pre-existing intellectual property or standard
construction details or conventions contained in the Instruments of Service.
5.4 All licenses granted herein or pursuant to this Contract are worldwide, perpetual and
irrevocable and shall continue even in the event this Contract expires or is terminated for any
reason. DESIGN PROFESSIONAL hereby consents to any use of any and all Project
Documents by any replacement architects, contractors, engineers or other professionals
retained by OWNER in the event of any such expiration or termination; provided, however,
DESIGN PROFESSIONAL shall not be liable for any of the design work performed by such
replacement architects, engineers or other professionals. This paragraph shall survive the
expiration or termination of this Contract.
5.5 DESIGN PROFESSIONAL, upon reasonable request by OWNER, even if such request is
made after termination or expiration of this Contract for any reason, shall take all steps
9
reasonably required by OWNER to memorialize, perfect, substantiate, record, or evidence all
licenses, assignments, and rights OWNER has, is due, or may have under or pursuant to this
Contract, and shall do so at no additional charge to OWNER. This paragraph shall survive
the expiration or termination of this Contract.
5.6 The Owner hereby grants to the DESIGN PROFESSIONAL a nonexclusive license to
reproduce such documents for purposes relating directly to the DESIGN PROFESSIONAL’s
performance of any Project, for the DESIGN PROFESSIONAL’s archival records, and for the
DESIGN PROFESSIONAL’s reproduction of drawings and photographs for the DESIGN
PROFESSIONAL’s marketing materials provided that the content of those materials, as to
each such Project, are approved by the Owner prior to publication. No other Project-related
documents may be reproduced for any other purpose without the express written permission
of the Owner or unless otherwise required by law. The publication of the DESIGN
PROFESSIONAL materials shall not include the Owner's confidential or proprietary
information.
5.7 DESIGN PROFESSIONAL shall, upon reasonable request by OWNER, even if such request
is made after termination or expiration of this Contract for any reason, or upon completion of
the Project should no such request be made by the OWNER, provide to OWNER (i)
reproducible copies of all Project Documents, (ii) written copies of all licenses and
assignments obtained by DESIGN PROFESSIONAL from DESIGN PROFESSIONAL's
consultants pursuant to Paragraph 6.1, and (iii) a written license from DESIGN
PROFESSIONAL to OWNER pursuant to Paragraph 6.2. Wherever practical, all such copies
of the Project Documents shall be provided in both editable electronic form and in hard paper
form. DESIGN PROFESSIONAL shall not be responsible for inadvertent errors caused by
the electronic transmission of Project Documents, unless it knew or reasonably should have
known of such errors and failed to promptly notify OWNER in writing. In the event of any
discrepancies between any such electronic copies and hard paper copies issued by DESIGN
PROFESSIONAL, the hard paper copy shall control. This paragraph shall survive the
expiration or termination of this Contract.
ARTICLE 6
MAINTENANCE OF RECORDS
6.1 DESIGN PROFESSIONAL shall keep adequate records and supporting documentation
which concern or reflect its Services hereunder. The records and documentation shall be
retained by DESIGN PROFESSIONAL for a minimum of three (3) years from the date of
termination of this Contract or the date the Services under each Work Authorization are
completed, or such longer period of time as may be required by this Contract or applicable
law, whichever is later. OWNER, or any duly authorized agents or representatives of
OWNER, shall have the right to audit, inspect and copy all such records and documentation
as often as they deem necessary during the period of this Contract and during the period
noted above in which the records are to be retained; provided, however, such activity shall
be conducted only during normal business hours. This paragraph shall survive the expiration
or termination of this Contract.
6.2 The records specified above in paragraph 6.1 include accurate time records, which DESIGN
PROFESSIONAL agrees to keep and maintain, from day to day, showing the time expended
by each principal and employee of DESIGN PROFESSIONAL in performing the Services and
therein specifying the work performed by each, with all such time records to be kept within
one-half of an hour. At the request of OWNER, or as specified in the Work Authorization,
DESIGN PROFESSIONAL shall furnish to OWNER any of the aforesaid time records, as well
as invoices or proofs showing DESIGN PROFESSIONAL'S incurrence and/or payment of
any Reimbursable Expenses.
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ARTICLE 7
INDEMNITY
7.1 To the fullest extent permitted by law, the DESIGN PROFESSIONAL shall indemnify and
hold harmless the OWNER from and against all liability, claims, damage, loss, liens, costs
and expenses, including without limitation attorneys’ fees and litigation expenses, to the
extent caused by or resulting from the negligence, recklessness, or intentionally wrongful
conduct of the DESIGN PROFESSIONAL or other persons employed or utilized by the
DESIGN PROFESSIONAL in the performance of the Contract. In the event the OWNER is
alleged to be liable on account of alleged acts or omissions, or both, of the DESIGN
PROFESSIONAL, the DESIGN PROFESSIONAL shall defend such allegations through
counsel chosen by the OWNER, and the DESIGN PROFESSIONAL shall bear all costs, fees,
and expenses of such defense, including but not limited to, all attorneys’ fees and expenses,
court costs, expert witness fees and expenses. The DESIGN PROFESSIONAL shall not be
required to indemnify or hold harmless the OWNER against claims for damages, losses, or
expenses, including attorneys’ fees, to the extent caused by or resulting from the negligence
of the OWNER.
ARTICLE 8
ERRORS AND OMISSIONS INSURANCE
8.1 The DESIGN PROFESSIONAL shall obtain and maintain, at its sole cost and expense, the
following errors and omissions insurance at all times this Contract is in effect and for a period
of three (3) years after Final Completion of each Project:
8.1.1 Within five (5) days after the execution of this Contract the DESIGN PROFESSIONAL
shall file with the Owner the certificate from an insurance company authorized to do
business in the State of Georgia showing issuance to DESIGN PROFESSIONAL of
errors and omissions insurance (professional liability insurance) with minimum limits
per claim of 20% of the stated cost limitation set forth in the Work Authorization but
not less than the minimum limits of $2,000,000 per claim coverage, $2,000,000
aggregate. Such errors and omissions insurance shall have a deductible amount of
no more than $50,000 per claim unless a different deductible amount is (i) agreed
upon in writing by the Owner and (ii), if necessary for the benefit of the Owner,
approved by the Georgia Department of Education.
8.1.2 The insurance policy maintained in accordance with this Contract shall contain an
endorsement providing thirty (30) days’ notice to the Owner prior to any cancellation
of said policy. Said policy shall be written by an insurer acceptable to the Owner and
shall be in a form acceptable to the Owner.
ARTICLE 9
OTHER INSURANCE
9.1 The Architect shall also obtain and maintain, at its sole cost and expense, all insurance in
accordance with the requirements of Exhibit E attached hereto and incorporated herein by
reference.
11
ARTICLE 10
SERVICES BY DESIGN PROFESSIONAL’S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by the staff, subconsultants and
subcontractors identified in Exhibit C attached hereto and incorporated herein by reference,
unless otherwise authorized in writing by OWNER. The employment of, contract with, or use
of the services of any other person or firm by DESIGN PROFESSIONAL, as independent
consultant or otherwise, shall be subject to the prior written approval of OWNER. No provision
of this Contract shall, however, be construed as constituting an agreement between OWNER
and any such other person or firm. Nor shall anything contained herein be deemed to give
any such party or any third party any claim or right of action against OWNER.
ARTICLE 11
WAIVER OF CLAIMS
11.1 DESIGN PROFESSIONAL'S acceptance of final payment for Services provided under any
Work Authorization shall constitute a full waiver of any and all claims by it against OWNER
arising out of the Work Authorization or otherwise related to those Services, except those
previously made in writing and identified by DESIGN PROFESSIONAL as unsettled at the
time of the final payment. DESIGN PROFESSIONAL agrees to execute such lien waivers
and other necessary documentation reasonably required by OWNER in order to waive such
claims of record. Neither the acceptance of DESIGN PROFESSIONAL'S Services nor
payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against
DESIGN PROFESSIONAL.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Contract is a "continuing contract" for the services of DESIGN PROFESSIONAL. It is
agreed that either party hereto shall at any and all times have the right and option to terminate
this Contract by giving to the other party not less than sixty (60) days' prior written notice of
such termination. Upon this Contract being so terminated by either party hereto, neither party
hereto shall have any further rights or obligations under this Contract subsequent to the date
of termination except for those provisions expressly stated to survive the expiration or
termination of this Contract, and except that Owner may require that Services specified to be
performed under a previously issued Work Authorization shall proceed to completion under
the terms of this Contract.
12.2 DESIGN PROFESSIONAL shall be considered in material default of this Contract and such
default will be considered cause for OWNER to terminate this Contract and any Work
Authorizations in effect, in whole or in part, as further set forth herein, for any of the following
reasons: (a) failure to begin work under the Contract within the times specified under the
Work Authorization(s), or (b) failure to properly and timely perform the Services to be provided
hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by DESIGN PROFESSIONAL or by any of DESIGN
PROFESSIONAL'S principals, partners, officers or directors, or (d) failure to obey laws,
ordinances, regulations, OWNER’s policies and procedures or other codes of conduct, or (e)
DESIGN PROFESSIONAL otherwise materially breaches this Contract including the terms
of any Work Authorization. OWNER may so terminate this Contract, in whole or in part, by
giving DESIGN PROFESSIONAL five (5) business days’ written notice.
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12.3 If, after notice of termination of this Contract as provided for in Paragraph 12.2 above, it is
determined for any reason that DESIGN PROFESSIONAL was not in default, or that its
default was excusable, or that OWNER otherwise was not entitled to the remedy against
DESIGN PROFESSIONAL provided for in Paragraph 12.2, and the parties mutually agree to
such determination in writing, then the notice of termination given pursuant to Paragraph 12.2
shall be deemed to be the notice of termination provided for in Paragraph 12.4 below and
DESIGN PROFESSIONAL'S remedies against OWNER shall be the same as and limited to
those afforded DESIGN PROFESSIONAL under Paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of Paragraph 12.1
above), OWNER shall have the right to terminate this Contract and any Work Authorization(s)
then in effect, in whole or in part, with or without cause upon five (5) business days’ written
notice to DESIGN PROFESSIONAL. In the event of such termination for convenience,
DESIGN PROFESSIONAL'S recovery against OWNER shall be limited to that portion of
DESIGN PROFESSIONAL'S compensation earned through the date of termination, for any
Work Authorizations so cancelled, together with any retainage withheld and any costs
reasonably incurred by DESIGN PROFESSIONAL that are directly attributable to the
termination, but DESIGN PROFESSIONAL shall not be entitled to any other or further
recovery against OWNER, including, but not limited to, anticipated fees or profit on Services
not required to be performed.
12.5 Upon termination, DESIGN PROFESSIONAL shall deliver to OWNER, as set forth in
Paragraph 5.1 herein, all papers, records, documents, Auto CADD files, drawings,
calculations, models, and other materials in DESIGN PROFESSIONAL'S possession or
control arising out of or relating to this Contract.
12.6 OWNER shall have the authority to suspend all or any portions of the Services to be provided
by DESIGN PROFESSIONAL hereunder upon giving DESIGN PROFESSIONAL two (2)
business days’ prior written notice of such suspension. If all or any portion of the Services to
be rendered hereunder are so suspended, DESIGN PROFESSIONAL'S sole and exclusive
remedy shall be to seek an extension of time to its Schedule subject to the procedures set
forth in Article 3 herein.
ARTICLE 13
PROHIBITION AGAINST CONTINGENT FEES
13.1 The DESIGN PROFESSIONAL by execution of this Contract warrants that it has not
employed or retained any company or person, other than a bona fide employee working
solely for it, to solicit or secure this Contract and that DESIGN PROFESSIONAL has not paid
or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for it, any fees, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Contract.
ARTICLE 14
CONFLICT OF INTEREST
14.1 DESIGN PROFESSIONAL represents that it presently has no interest and shall acquire no
interest, either direct or indirect, which would conflict in any manner with the performance of
Services required hereunder. DESIGN PROFESSIONAL further represents that no persons
having any such interest shall be employed to perform those Services.
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ARTICLE 15
APPLICABLE LAW
15.1 This Contract shall be governed and construed under the laws of the State of Georgia. Each
and every provision required by law to be inserted in this Contract shall be deemed to be
inserted herein and the Contract shall be read and enforced as though it were included
herein. DESIGN PROFESSIONAL irrevocably consents to the non-exclusive venue of the
courts sitting in the county in which the Project is located regarding any matter arising out of
or relating to this Contract.
ARTICLE 16
SUCCESSORS AND ASSIGNS
16.1 The Architect shall not assign its rights hereunder, excepting its right to payment, nor shall it
delegate any of its duties hereunder without the written consent of the Owner. Subject to the
provisions of the immediately preceding sentence, this Contract shall be binding upon each
party and its respective successors, assigns and legal representatives.
ARTICLE 17
NO THIRD-PARTY BENEFICIARIES
17.1 Nothing contained herein shall create any relationship, contractual or otherwise, with, or any
rights in favor of, any third party.
ARTICLE 18
COOPERATION WITH PROGRAM MANAGER AND CONSTRUCTION MANAGER
18.1 In the event the Owner gives the DESIGN PROFESSIONAL written notice that Owner will
employ the services of a program manager or construction manager, then the terms of this
Article 18 shall apply to the services provided by the DESIGN PROFESSIONAL.
18.2 In the event the Owner gives the DESIGN PROFESSIONAL written notice that Owner will
employ the services of a construction manager, the term “contractor” as used in this Contract
shall mean “construction manager” and the term “Construction Contract” as used in this
Contract shall mean “Construction Management Contract”.
18.3 The DESIGN PROFESSIONAL shall fully cooperate with the Owner’s program manager
(“Program Manager”) and, if applicable, the construction manager (“Construction Manager”).
Such cooperation shall include, without limitation, providing any requested information to the
Program Manager and, if applicable, the Construction Manager, and advising, meeting with,
consulting with, and coordinating with the Program Manager and, if applicable, the
Construction Manager.
18.4 The DESIGN PROFESSIONAL acknowledges that it has received, reviewed, and studied the
contract between the Owner and Program Manager. To the extent that the Program Manager
is authorized by its contract with Owner to act as the agent of the Owner, DESIGN
PROFESSIONAL agrees to comply with all directions and instructions given by the Program
Manager. To the extent that the Program Manager is authorized and responsible for
providing certain services delegated to the DESIGN PROFESSIONAL hereinabove, the
DESIGN PROFESSIONAL’s role with reference thereto shall be to advise, consult, and
cooperate with the Program Manager in its provisions of such services.
14
18.5 The DESIGN PROFESSIONAL is not a third-party beneficiary of any agreement by and
between Owner and the Program Manager or any Construction Manager. It is expressly
acknowledged and agreed that DESIGN PROFESSIONAL’s duties to Owner are
independent of, and are not diminished by, any duties owed to Owner by the Program
Manager or any Construction Manager.
ARTICLE 19
ASBESTOS STATEMENT
19.1 The DESIGN PROFESSIONAL shall sign and deliver to the Owner the Asbestos Exclusion
Certification, attached hereto as Exhibit F and incorporated herein by reference, or in such
other form as may be required by Owner or the Georgia Department of Education, at such
time as the Owner may require.
ARTICLE 20
MANDATORY ADDENDUM TO THE OWNER/DESIGN PROFESSIONAL AGREEMENT
20.1 Pursuant to the requirements of the Georgia Department of Education, the “Mandatory
Addendum to the Owner/Design Professional Agreement For Projects Funded in Whole or in
Part with State Capital Outlay Funds” attached hereto as Exhibit H is hereby incorporated
herein and made a part hereof to the extent that the DESIGN PROFESSIONAL’S Services
are for the design and supervision of a state-funded capital outlay construction project.
ARTICLE 21
ENTIRE AGREEMENT
21.1 With the exception of any future Work Authorizations, which are incorporated herein by
reference, this Contract constitutes the entire and exclusive agreement between the parties
with reference to the Services and supersedes any and all prior communications,
discussions, negotiations, understandings, or agreements between the parties, whether oral
or written.
ARTICLE 22
MODIFICATION
22.1 No modification, amendment, or change to this Contract shall be valid or binding upon the
parties unless in writing and executed by both OWNER and the DESIGN PROFESSIONAL.
ARTICLE 23
NOTICES AND ADDRESS OF RECORD
23.1 All notices required or permitted pursuant to this Contract to be given by DESIGN
PROFESSIONAL to OWNER shall be in writing and shall be delivered by hand or by United
States Postal Service, first class registered or certified mail, postage pre-paid, return receipt
requested, or by overnight delivery by a nationally recognized carrier such as FedEx or UPS,
addressed to the following OWNER'S address of record:
DeKalb County School District Facilities Services
Sam A. Moss Service Center
1780 Montreal Road
Tucker, Georgia 30084
Attention: Chief Operating Officer
15
23.2 All notices required or permitted pursuant to this Contract to be given by OWNER to DESIGN
PROFESSIONAL shall be made in writing and shall be delivered by hand or by the United
States Postal Service, first class registered or certified mail, postage pre-paid, return receipt
requested, or by overnight delivery by a nationally recognized carrier such as FedEx or UPS,
addressed to the following DESIGN PROFESSIONAL'S address of record:
Corgan Associates, Inc.
1175 Peachtree Street NE, Suite 500
Atlanta, GA 30361
ATTENTION: Sangeetha Karthik
23.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
23.4 All notices shall be deemed received, whether or not actually received: i) if by personal
delivery, on the date of acceptance or refusal of such delivery, ii) if by registered or certified
mail, three (3) business days after deposit with the United States Postal Service, and iii) if by
overnight delivery, one (1) business day after deposit with the overnight delivery service.
ARTICLE 24
MISCELLANEOUS
24.1 Throughout the performance of its duties under this Contract, the DESIGN PROFESSIONAL
shall comply with, and shall provide all services necessary for the Owner to comply with, all
laws applicable to the design of the Project or the administration of the Construction Contract
(as defined in Paragraph 18 hereof), including without limitation the rules, guidelines, and
other requirements of the State of Georgia Environmental Protection Division, the State of
Georgia Department of Education and the ordinances and codes of DeKalb County, Georgia
and any applicable municipality.
24.2 Unless otherwise expressly provided to the contrary in this Contract, the term
”day” shall mean calendar day. The term "business day" shall mean all days of the week
excluding Saturdays and Sundays and all legal holidays observed by OWNER.
24.3 In addition to, and not in limitation of, the DESIGN PROFESSIONAL’s other obligations under
this Contract, the DESIGN PROFESSIONAL shall, without additional compensation,
promptly assist the Owner in resolving any problems arising out of, resulting from or relating
to the design of the Project or the materials or equipment specified by the DESIGN
PROFESSIONAL or its consultant(s).
24.4 Any claim, dispute or other matter in question arising out of or related to this Contract shall
be subject to mediation as a condition precedent to the institution of legal or equitable
proceedings by either party. If such matter relates to or is the subject of a lien arising out of
the DESIGN PROFESSIONAL’s services, the DESIGN PROFESSIONAL may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines prior to
resolution of the matter by mediation. The Owner and DESIGN PROFESSIONAL shall
endeavor to resolve claims, disputes and other matters in question between them by
mediation which, unless the parties mutually agree otherwise, shall be in accordance with
the Construction Industry Mediation Rules of the American Arbitration Association currently
in effect. Request for mediation shall be filed in writing with the other party to this Contract
and with the American Arbitration Association. The request may be made concurrently with
the filing of a civil action but, in such event, mediation shall proceed in advance of legal or
equitable proceedings, which may be stayed pending mediation for a period of 60 days from
the date of filing, unless stayed for a longer period by agreement of the parties or a court
16
order. The parties shall share the responsibility for the mediator’s fee and any filing fees
equally. The mediation shall be held in the place where the Project is located, unless another
location is mutually agreed upon. Subject to the express approval of the DeKalb County
Board of Education, agreements reached in mediation shall be enforceable as settlement
agreements in any court having jurisdiction thereof.
24.5 GEORGIA SECURITY AND IMMIGRATION COMPLIANCE ACT REQUIREMENTS.
DESIGN PROFESSIONAL certifies its compliance with Illegal Immigration Reform and
Enforcement Act of 2011 and specifically those provisions codified at O.C.G.A. § 13-10-90,
et seq. DESIGN PROFESSIONAL warrants that it has registered with and uses the federal
work authorization program commonly known as “E-Verify.” DESIGN PROFESSIONAL
further agrees that if it contracts for the physical performance of Services in satisfaction of
this Contract, it will do so only with firms who present an affidavit as required by O.C.G.A. §
13-10-91. Design Professional 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. The DESIGN PROFESSIONAL shall sign and deliver to the Owner a Design
Professional Affidavit, in the form attached hereto as Exhibit I and shall have any
subcontractors sign and deliver to the DESIGN PROFESSIONAL a Subcontractor Affidavit
in the form attached hereto as Exhibit J.
24.6 DESIGN PROFESSIONAL acknowledges that pursuant to state law, as well as OWNER’s
policies, any person listed on the Georgia Violent Sex Offender Registry maintained by the
Georgia Bureau of Investigation is prohibited from being within 1,000 feet of the site of any
Project. Grantee shall comply with all relevant laws, rules and regulations, including without
limitation, the aforementioned state law, in the performance of any activities on the site.
24.6 No failure of OWNER to exercise any power given OWNER under this Contract, or to insist
upon strict compliance by DESIGN PROFESSIONAL of DESIGN PROFESSIONAL’s
obligations hereunder, and no custom or practice of the parties at variance with the terms
hereof will constitute a waiver of OWNER’s right to demand strict compliance with the terms
hereof.
24.7 OWNER shall be excused from the performance of any of its obligations under this Contract
for the period of any delay resulting from any cause beyond its control, including, without
limitation, labor disputes, governmental regulations or controls, fires or other casualties,
natural disasters, acts of God, or any inability to obtain supplies or other difficulties beyond
the reasonable control of OWNER.
24.8 If any clause or provision of this Contract is found by a court of competent jurisdiction to be
illegal, invalid, or unenforceable, then such terms shall be stricken from the Contract and the
unaffected terms and provisions shall remain in full force and effect.
24.9 Each covenant, agreement, obligation or other provision of this Contract on DESIGN
PROFESSIONAL’s part to be performed shall be deemed and construed as independent
covenants of DESIGN PROFESSIONAL, not dependent on any other provisions of this
Contract.
24.10 This Contract may be executed in multiple counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. For purposes
of this Contract, any signature transmitted by facsimile or electronically via e-mail shall be
considered to have the same legal and binding effect as any original signature.
24.11 Each individual executing this Contract on behalf of DESIGN PROFESSIONAL represents
and warrants that he or she is duly authorized to execute this Contract on behalf of DESIGN
PROFESSIONAL, and that DESIGN PROFESSIONAL has full right and authority to execute
and deliver this Contract.
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EXHIBIT “A”
LIST OF PROPOSAL DOCUMENTS FOR THE PROJECT
RFQu 24-752-017
RFQu 24-752-017 Attachment Package
RFQu 24-752-017 Appendices Package
Addendum No. 1 Dated January 8, 2024
Addendum No. 2 Dated January 12, 2024
Attachments:
A. Professional Architectural and Engineering Services
Revised Appendix B Design Review-Minimum Submittal Requirements (SCL<$5M)
(11 pages)
B. Professional Architectural and Engineering Services
Revised Appendix C1 DCSD Elementary School Educational Specifications (9 pages)
C. Professional Architectural and Engineering Services
Revised Appendix C2 DCSD Middle School Educational Specifications (9 Pages)
D. Professional Architectural and Engineering Services
Revised Appendix C3 DCSD High School Educational Specifications (8 Pages)
E. Professional Architectural and Engineering Services
Revised Appendix D Design Guidelines (54 Pages)
F. Professional Architectural and Engineering Services Mandatory Pre-Proposal
Conference Meeting Minutes (4 Pages)
G. Professional Architectural and Engineering Services Mandatory Pre-Proposal
Conference Sign-In Sheet (5 Pages)
Addendum No. 3 Dated January 24, 2024
Attachments:
A. Professional Architectural and Engineering Services
RFC No. 1 (2 Pages)
20
EXHIBIT “B”
WORK AUTHORIZATION FORM
This Work Authorization, dated 20 , is hereby
issued pursuant to that certain Continuing Contract for Professional Services ("Contract"),
dated 20 , between The DeKalb County Board of Education
("Owner") and ______ ("Design
Professional").
All terms used herein shall have the same meaning as defined in the Contract unless
otherwise noted herein. In consideration of the mutual covenants and agreements set forth
below, Owner and Design Professional agree as follows:
PROJECT NAME AND NUMBER
Owner is undergoing a project for the ______________________________ [describe
project] known as ____________________ [school or facility name/project name] and
having project number _______________ [project number, if applicable] (hereinafter, the
“Project”).
SCOPE OF SERVICES
Owner hereby authorizes Design Professional to provide the following Services for the
Project:
SCHEDULE
The Services under this Work Authorization shall commence by ________ and shall
be completed by . A detailed Services schedule is
attached.
COMPENSATION
The compensation for the Services under this Work Authorization shall be as follows:
21
EXHIBIT “C”
STAFFING SCHEDULE
Name Function
Sangeetha Karthik Principal-in-Charge
Carissa Oyedele Project Manager
Namrata Dani Project Architect
Benjamin Patterson Project Coordinator
Shweta Deo Project Coordinator
Amanda Orrison Interior Designer
Hiral Tank Project Specialist
Chloe Hosid Education Design Researcher
Structural Engineering: Shear Structural
Mechanical & Plumbing Engineering JSA Consulting Engineers
Civil Engineering & Landscape Architecture Eberly & Associates
Food Services: Camacho
22
EXHIBIT “D”
RATE SCHEDULE
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EXHIBIT “E”
OTHER INSURANCE
1.1 The DESIGN PROFESSIONAL shall maintain the following other insurance at all times
this Contract is in effect and for a period of six (6) years after Final Completion of the Project. The
DESIGN PROFESSIONAL shall secure the following insurance at his own expense and shall file
Certificates of Insurance with the Owner within five (5) days after the execution of this Contract.
Insurance will not be acceptable unless written by a Company licensed by the State 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.
1.1.1 Workmen’s Compensation and Employer’s Liability to statutory limits.
1.1.2 Comprehensive Commercial General Liability (“CGL”) including Owner’s &
Contractor’s Protective with the following limits;
(a) General Aggregate: $2,000,000, which shall apply on a per-project
basis;
(b) Products and Completed Operations Aggregate: $1,000,000;
(c) Personal & Advertising Injury: $1,000,000;
(d) Each Occurrence: $1,000,000;
(e) Fire Damage (Any one fire): $50,000; and,
(f) Medical Expense (Any one person): $5,000.
1.1.3 Automobile Liability (owned, non-owned, hired) with combined single limit of
$2,000,000 annual aggregate, $1,000,000 per occurrence.
1.1.4 Professional Liability (Errors and Omissions); as per Article 8 of the Contract.
1.1.5 Excess/Umbrella Liability Insurance with limits of at least $5,000,000 per
occurrence and in the aggregate which shall provide excess coverage above all
insurance described in this Section 1.1.
1.1.6 The Owner and the DESIGN PROFESSIONAL waive all rights against (1) each
other and any of their subcontractors, subconsultants, agents and employees, each of
the other, and (2) the Contractor, the Contractor subcontractors, if any, and any of their
subcontractors, sub-contractors, agents and employees, for damages caused by fire
or other causes of loss to the extent fully covered by property insurance obtained
pursuant to Paragraph 1.1.2(e) above or other property insurance applicable to the
Project, except such rights as they have to proceeds of such insurance held by the
DESIGN PROFESSIONAL as fiduciary.
1.2 The Owner and DeKalb County School District shall be included as additional insured
on the coverages specified in subparagraphs 1.1.2, 1.1.3 and 1.1.5 and shall be indicated as
such on certificates of insurance required herein.
1.2.1 With respect to CGL Insurance only, all CGL insurance policies shall contain
additional insured endorsements forms CG 20 10 11 85, CG 20 10 10 01, CG 20 37 10
01, or their substantial equivalents, so that the policies provide additional insured
coverage for (a) both ongoing and completed operations; and (b) liability “arising out
of” DESIGN PROFESSIONAL’s work.
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1.2.2 Each certificate 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.
1.2.3 Each primary and excess/umbrella CGL and Automobile Liability insurance
policy required to be maintained by the DESIGN PROFESSIONAL and any of its
subcontractors or subconsultants shall be primary to and non-contributory with any
insurance carried by the Owner and DeKalb County School District, such that no
primary, excess or umbrella insurance carried by the Owner or DeKalb County School
District shall be required to respond to any claim, suit or demand, if at all, until all
applicable primary and excess/umbrella CGL and Automobile Liability insurance
policies maintained by the DESIGN PROFESSIONAL and any of its subcontractors
and subconsultants have been exhausted.
1.2.4 The primary, excess/umbrella CGL and Automobile Liability insurance policies
maintained by the DESIGN PROFESSIONAL and any of its subcontractors or
subconsultants shall not contain any insured vs. insured, cross-liability or cross-claim
exclusion or endorsement barring coverage for any claims by the Owner or DeKalb
County School District against the DESIGN PROFESSIONAL or any other insured
under said policies.
1.3 In the event that the DESIGN PROFESSIONAL elects to retain subcontractors or
subconsultants and the Owner approves said retention, the DESIGN PROFESSIONAL
shall require all such subcontractors and subconsultants to comply with the insurance and
notice requirements of this Exhibit E, including but not limited to (a) maintaining the types
and amounts of insurance described in this Exhibit E; and (b) having the DeKalb County
Board of Education and DeKalb County School District named as additional insureds on
all such insurance pursuant to Paragraph 1.2 of this Exhibit E. The DESIGN
PROFESSIONAL assumes all liability for its subcontractors’ and subconsultants’ failure to
comply with insurance provisions of this Exhibit E.
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EXHIBIT “F”
ASBESTOS EXCLUSION CERTIFICATION FORM
(NEW CONSTRUCTION & ADDITIONS ONLY)
In compliance with Asbestos Hazard Emergency Response Act (AHERA) Part 763 “Asbestos”,
Subpart E “Asbestos-Containing Materials in Schools”, Section 763.99 “Exclusions” paragraph
(a) (7), I , the Design Professional
(Design Professional)
of record for ,
(Project Name) (Substantial Completion Date)
located in DeKalb County School District, (the “Project”)
(School System Name) (State Project Number)
certify that [initial one of the following]:
(i) to my actual knowledge, no Asbestos Containing Building Material (ACBM) was
specified as a building material in any construction document for the Project. [initial
if applicable]:____________
or
(ii) to the best of my knowledge, no ACBM was used as a building material on the
Project. [initial if applicable]: ____________
________________________________________
(Architectural or Engineering Firm)
________________________________________
(Signature of Architect or Engineer)
________________________________________
(Date)
________________________________________
(Georgia Architectural or Engineering License Number)
_________________________________________
(Seal and Signature)
30
EXHIBIT “G”
DESIGN PROFESSIONAL PROPOSAL
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EXHIBIT “H”
MANDATORY ADDENDUM TO THE
OWNER/DESIGN PROFESSIONAL AGREEMENT
(DESIGN AND SUPERVISION OF A STATE-FUNDED CAPITAL OUTLAY CONSTRUCTION
PROJECT ONLY)
The Owner may use any form of agreement mutually agreed upon by the Owner and Architect to
contract for the Architect’s Services for any project funded in whole or in part with State Capital
Outlay Funds provided by the Georgia Department of Education (“GaDOE”); provided, however,
that this Mandatory Addendum must and shall be incorporated into the Owner and Architect’s
selected form of agreement on any such State Capital Outlay Funded project. In the event of a
conflict or inconsistency between the terms and conditions of the selected form of agreement and
this Mandatory Addendum, the terms and conditions of this Mandatory Addendum shall prevail
and govern over conflicting or inconsistent terms and conditions of the selected form of
agreement. This Mandatory Addendum shall not be modified without prior written consent of the
GaDOE. THE GaDOE SHALL NOT RELEASE ANY STATE CAPITAL OUTLAY FUNDS FOR AN
APPROVED CAPITAL OUTLAY PROJECT IF THIS MANDATORY ADDENDUM IS NOT MADE
A PART OF THE OWNER/ARCHITECT CONTRACT.
1. For purposes of this Mandatory Addendum, notwithstanding terminology used in the
Owner/Architect Contract, the following terms are defined to mean:
a. “Architect” shall be the architect, engineer, or architect/engineer, whether
individually or as a firm or other legal entity, engaged to perform the Architect’s
Services.
b. “Architect’s Services” shall be the scope of the Architect’s services for the Project
set forth in the Contract, including the services and requirements set forth in this
Mandatory Addendum.
c. “Owner” shall be the Local Board of Education that is engaging the Architect to
perform the Architect’s Services for the Project.
d. “Contract” shall be the form of agreement between the Owner and the Architect,
to which this Mandatory Addendum is attached and is a part, and shall set forth
the Architect’s Services for the Project.
e. “Project” shall be the Project for which the Architect’s Services are engaged and
performed pursuant to the Contract.
f. “Program” shall be the Owner’s policies, purposes, concepts, goals and objectives,
and design, construction, scheduling, budgetary or operational needs, restrictions,
or requirements for the Project.
g. “Stated Cost Limitation” shall be the maximum amount that the Owner is
authorized to spend to construct the Project as determined and established by the
Owner.
h. “Record Plans and Specifications” shall be the as-built plans and specifications
including, but not limited to, actual location of utility lines, and any approved
change orders.
2. The Architect agrees not to assign or transfer any interest or rights in the Contract to any
person or entity without the advanced written consent of the Owner. The Architect agrees
to utilize the design and management team represented to the Owner and agrees that no
substitutions, additions, or deletions to this team shall occur without the advanced written
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consent of the Owner. The Owner agrees to provide a response to the Architect within 14
days of any such request by the Architect.
3. Prior to beginning the “Preliminary Plans and Specifications,” the Architect shall first
consult in detail with the Owner to determine and understand the Owner’s Program.
Within 10 days of such consultation, the Architect shall prepare and submit to the Owner
a written report detailing and confirming the Architect’s understanding of the Owner’s
Program. The Architect’s report must include, but is not limited to, the identification of
any design, construction, scheduling, budgetary, operational, or other issues, problems
or impediments foreseen by the Architect concerning the Project, the Program, or both.
The Architect’s report should include proposed solutions or recommendations, for the
Owner’s consideration, to resolve, eliminate, minimize or mitigate any such issues,
problems or impediments. The Architect’s report shall also include any applicable
educational specifications and GaDOE requirements.
4. The Architect shall obtain written authorization from the Owner before proceeding with
each next stage of Architect’s Services, including the “Preliminary Plans and
Specifications,” the “Check Set Plans and Specifications,” and the “Final Plans and
Specifications,” as defined in “Guidelines for Submission of Documents for Review of
Planning, Bidding, and Construction of Educational Facilities” (as may be amended from
time to time, always using the most recently published edition).
5. The Architect agrees to comply with all applicable federal, state and local laws, codes and
ordinances in the design of the Project. The Architect also agrees to comply with all
applicable GaDOE rules and guidelines and to make required submittals in a timely
manner to GaDOE’s Facility Services Unit. The Architect shall respond to GaDOE’s
Facility Services Unit review report comments in a timely fashion so as to ensure that the
review process may proceed orderly, efficiently and does not impede the Project or the
Program.
6. The Architect assumes full responsibility to the Owner for the acts and omissions of the
Architect and the Architect’s consultants, subconsultants and employees in connection
with the Contract, the Project and the Program.
7. The Architect agrees to design the Project within the Owner’s budgetary limits and
consistent with the Owner’s Program for the construction of the Project which shall be
referred to as the Stated Cost Limitation, as follows:
The Stated Cost Limitation for the Project shall be $___________________________,
which is composed of:
State Capital Outlay Funds in the amount of $____________________________, and
Required Local Funds in the amount of $________________________________, and
Additional Required Local Funds in the amount of $__________________________.
8. The Architect shall provide reasonably reliable cost estimates to the Owner at the following
design stages: (1) Preliminary Plans and Specifications stage, (2) 65% completion stage,
and (3) Check Set Plans and Specifications stage (95% completion).
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9. In the event the Architect’s final project cost estimate (at Check Set Plans and
Specifications stage) exceeds the Stated Cost Limitation for the Project, the Owner may
require the Architect, at no additional cost to the Owner, to consult with the Owner and to
revise the design so as to enable the Owner to obtain a final cost for the Project at or
below the Stated Cost Limitation. The Architect acknowledges and agrees that the
Stated Cost Limitation shall not be exceeded except as provided herein; provided,
however, the Architect further acknowledges and agrees that budgetary limitations are
never a justification for breach, disregard or circumvention of sound principles of
architectural and engineering design. Therefore, the Architect shall take no calculated
risks in the design of the Project. The Architect agrees that, in the event that the Architect
determines that the Project cannot be designed so as to be fully and finally constructed
within the Stated Cost Limitation and in keeping with sound principles of design, the
Architect will give written notice of such determination immediately, and in no event more
than seven (7) days after the Architect makes such a determination, to the Owner and to
the GaDOE Facilities Services Unit.
10. The Stated Cost Limitation may be amended by written mutual agreement signed by the
Owner and the Architect at any time after the Contract between the Architect and Owner
is executed. Prior to such amendment, the Architect shall provide the Owner with reliable
and verifiable evidence through either internal-Architect estimates, third party estimates,
materials supplier quotes, or other industry best management practices standards to
establish that an increase in the Stated Cost Limitation is warranted and justifiable. The
Owner reserves the right to request additional supporting documentation substantiating
the need to increase the Stated Cost Limitation. The Owner reserves and has the right,
in its sole discretion, to refuse to increase the Stated Cost Limitation.
11. All plans, specifications, design calculations, designs, drawings, or other documents or
data produced pursuant to the Contract by the Architect, or the Architect’s consultants,
subconsultants, or employees shall be the sole property of the Owner regardless of the
stage in which the development of the design has progressed, and shall be delivered to
the Owner upon request. The Owner shall retain all ownership rights with regard to such
plans, specifications, design calculations, designs, drawings, or other documents or data
produced pursuant to the Contract.
12. The Architect shall provide and maintain Professional Liability Insurance at all times this
Contract is in effect and for a period of six (6) years after execution by the Architect of the
“Certificate of Final Completion” indicating final completion of the Project, with a minimum
level of coverage as described herein below. Said coverage shall be written by an insurer
licensed to do business in the State of Georgia and acceptable to the Owner.
Before the Owner executes the Contract, the Architect shall provide the Owner and the
GaDOE Facility Services Unit with a valid Certificate of Insurance showing that the
Architect is then insured with Professional Liability (Errors and Omissions) Insurance
with limits not less than the following:
i. With minimum limits per claim of 20% of the stated cost limitation set forth in
the Work Authorization but not less than the minimum limits of $2,000,000 per
claim coverage, $2,000,000 aggregate.
ii. Workmen’s Compensation and Employer’s Liability to statutory limits.
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iii. Comprehensive Commercial General Liability (“CGL”) including Owner’s &
Contractor’s Protective with the following limits;
(a) General Aggregate: $2,000,000, which shall apply on a per-project
basis;
(d) Products and Completed Operations Aggregate: $1,000,000;
(e) Personal & Advertising Injury: $1,000,000;
(g) Each Occurrence: $1,000,000;
(h) Fire Damage (Any one fire): $50,000; and,
(i) Medical Expense (Any one person): $5,000.
iv. Automobile Liability (owned, non-owned, hired) with combined single limit of
$2,000,000 annual aggregate, $1,000,000 per occurrence.
For such period of time that Professional Liability insurance is required for the Project, as
set forth above, the Architect shall provide the Owner with an updated or renewed
Certificate of Insurance at least annually, or more frequently if requested by the Owner,
showing the required coverage and limits of coverage remain in place.
13. The Architect shall carefully inspect the work of the Contractor within 24 hours of the
Owner’s request, and shall also, at a minimum, inspect work at the Project site
____________________________________, and in any event, no less frequent than
once per month. At least once per month, the inspection shall be performed by an
architect or engineer licensed in the State of Georgia. The purpose of such inspections,
among other things, shall be to determine the quality and quantity of the work in
comparison with the requirements of the contract documents for the Project. In
performing such inspections, the Architect shall advise the Owner of: deficient or
defective work; real or potential delays in the schedule or the work of the Project; and,
requests for payment by the Contractor which could constitute overpayment for work not
yet performed or completed. Within three (3) days of each site visit, the Architect shall
submit a written report of such site visit which, in addition to the information required by
the preceding sentence, shall include and convey any relevant information, comments or
recommendations to the Owner.
14. The Architect shall provide Owner a set of “Record Plans and Specifications” within thirty
(30) days after execution by the Architect of the “Certificate of Substantial Completion.”
Such “Record Plans and Specifications” shall include any authorized change orders,
actual locations of all utility lines, and any other appropriate information. The drawings
shall be presented in a Computer Aided Drafting (CAD) format or other format of the
Owner’s choice, and the specifications shall be presented in a word processing format of
the Owner’s choice.
15. The Contract executed between the Owner and the Architect, to which this Mandatory
Addendum is a part, shall include a provision for the termination of the Architect’s Services
(or be deemed to include this Paragraph 15) giving the Owner the rights of (1) termination
of the Architect’s Services with cause and (2) termination of the Architect’s Services
without cause. In the event of termination, the Owner shall pay the Architect for the
reasonable value of the Architect’s Services performed by the Architect prior to the
termination. Payment for the Architect’s Services rendered prior to termination shall be
based on statements properly submitted by the Architect to the Owner and supported by
time sheets, invoices and such other supporting documentation that the Owner may
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EXHIBIT “I”
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.
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