CONTINUING CONTRACT FOR
PROFESSIONAL SERVICES
BETWEEN THE
DEKALB COUNTY BOARD OF EDUCATION
AND
Design
Professional: United Consulting Group, Ltd.
Design
Professional Address: 625 Holcomb Bridge Road
Norcross, Georgia 30071
Solicitation No.: RFQu No. 24-752-023
TABLE OF CONTENTS
Article 1 Professional Geotechnical, Environmental and Construction Material Testing
Services’ Responsibilities 1
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 11
Article 7 Indemnity 11
Article 8 Errors and Omissions Insurance 12
Article 9 Other Insurance 12
Article 10 Services by Geotechnical, Environmental and Construction Material Testing
Professional’s Own Staff 12
Article 11 Waiver of Claims 13
Article 12 Termination or Suspension 13
Article 13 Prohibition Against Contingent Fees 14
Article 14 Conflict of Interest 14
Article 15 Applicable Law 15
Article 16 Successors and Assigns 15
Article 17 No Third-Party Beneficiaries 15
Article 18 Cooperation with Program Manager and Construction Manager 15
Article 19 Asbestos Statement 16
Article 20 Mandatory Addendum to the Owner/Geotechnical, Environmental and
Construction Material Testing Professional Agreement .16
Article 21 Entire Agreement 16
Article 22 Modification 16
Article 23 Notices and Address of Record 17
Article 24 Miscellaneous 17
Exhibit “A” List of Proposal Documents for the Project 21
Exhibit “B” Work Authorization Form 22
Exhibit “C” Staffing Schedule 23
Exhibit “D” Rate Schedule 24
Exhibit “E” Other Insurance 29
Exhibit “F” Asbestos Exclusion Certification Form 31
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Exhibit “G” Geotechnical, Environmental and Construction Material Testing Services
Professional Proposal 32
Exhibit “H” Mandatory Addendum to the Owner/Geotechnical, Environmental and
Construction Material Testing Professional Agreement .. 80
Exhibit “I” Contractor Affidavit 87
Exhibit “J” Subcontractor Affidavit 89
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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 United Consulting, authorized to do business in the State
of Georgia, whose business address is 625 Holcomb Bridge Road, Norcross, Georgia 30071
(hereinafter referred to as the “GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION
MATERIAL TESTING SERVICES”). 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
geotechnical, environmental and construction material testing, or consulting 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 Geotechnical, Environmental And Construction Material
Testing Services in accordance with the provisions of Board Policy DJE, and Geotechnical,
Environmental And Construction Material Testing Services will provide professional geotechnical,
environmental and construction material testing, or consulting 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 Geotechnical, Environmental And Construction Material Testing
Services agree:
ARTICLE 1
GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION MATERIAL TESTING
SERVICES’ RESPONSIBILITIES
1.1 From time to time upon request or direction of the Owner as hereinafter provided,
Geotechnical, Environmental And Construction Material Testing Services shall provide to
Owner professional geotechnical, environmental and construction material testing, or
consulting services (hereinafter the “Services”). All Services to be provided by
Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction
Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing
Services shall not provide any Services to Owner unless and to the extent they are
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required in a written Work Authorization. Any Services provided by Geotechnical,
Environmental And Construction Material Testing Services without a written Work
Authorization shall be at Geotechnical, Environmental And Construction Material
Testing Services 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 Geotechnical, Environmental And
Construction Material Testing Services to provide pursuant to the terms of this
Contract, Owner shall request a proposal from Geotechnical, Environmental And
Construction Material Testing Services for such Services, said proposal to be in
compliance with the terms 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, Geotechnical, Environmental
And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing
Services that any specific or minimum number of Services will be requested or
required of Geotechnical, Environmental And Construction Material Testing Services
pursuant to this Contract.
1.1.5 Geotechnical, Environmental And Construction Material Testing Services agrees that
upon request of Owner under this Contract Geotechnical, Environmental and
Construction Material Testing Services will provide bidding assistance and
construction contract administration services as needed.
1.1.5 Geotechnical, Environmental And Construction Material Testing Services shall have
no authority to act as the agent of Owner under this Contract or to obligate OWNER
in any manner or way. Geotechnical, Environmental And Construction Material
Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services.
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 Geotechnical, Environmental And Construction Material Testing Services agrees to obtain
and maintain throughout the period of this Contract all such licenses and permits as are
required for Geotechnical, Environmental And Construction Material Testing Services 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
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and performed by Geotechnical, Environmental And Construction Material Testing Services
pursuant to this Contract.
1.3 Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental and Construction Material Testing Services hereby designates
Scott D. Smelter as its Principal in Charge (hereinafter referred to as the "Principal in
Charge"), who has full authority to bind and obligate Geotechnical, Environmental And
Construction Material Testing Services on all matters arising out of or relating to this Contract.
For each Work Authorization, Geotechnical, Environmental And Construction Material
Testing Services will designate in writing an individual to serve as Geotechnical,
Environmental And Construction Material Testing Services’ 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 Geotechnical, Environmental
And Construction Material Testing Services 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, Geotechnical, Environmental And Construction
Material Testing Services acknowledges that the Principal in Charge and Representative(s)
have full authority to bind and obligate Geotechnical, Environmental And Construction
Material Testing Services on all matters arising out of or relating to this Contract and the Work
Authorization, respectively. Geotechnical, Environmental And Construction Material Testing
Services 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 Geotechnical, Environmental And Construction Material Testing Services
under the Work Authorization. Further, Geotechnical, Environmental And Construction
Material Testing Services agrees that the Principal in Charge and the Representatives shall
not be removed by Geotechnical, Environmental And Construction Material Testing Services
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 Geotechnical, Environmental And Construction Material Testing Services shall assign
only qualified personnel to perform any service concerning the Project (as defined in
Paragraph 3.1 hereof). The Geotechnical, Environmental And Construction Material Testing
Services 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 Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services’ 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 Geotechnical, Environmental And Construction
Material Testing Services 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. Geotechnical, Environmental And Construction
Material Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services, or any subconsultants or
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subcontractors or any personnel of any such subconsultants or subcontractors engaged by
Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services 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, Geotechnical, Environmental And Construction Material Testing Services
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. Geotechnical, Environmental And
Construction Material Testing Services agrees that all Services to be provided by
Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services hereunder. In the event of any
conflicts in these requirements, Geotechnical, Environmental And Construction Material
Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services of
its obligation to deliver complete and accurate documents necessary for successful
completion of the subject Project pursuant to the Work Authorization.
1.8 Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services’ 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
Geotechnical, Environmental And Construction Material Testing Services hereunder, and
Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services 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, Geotechnical,
Environmental And Construction Material Testing Services agrees to cooperate with
Construction Contractor with respect to Construction Contractor's delivery of work and
services to Owner. Also, in such event, Geotechnical, Environmental And Construction
Material Testing Services agrees to incorporate, whenever reasonably practicable and
consistent with good design principles, and after Owner's written approval, all suggestions or
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recommendations timely made by Construction Contractor with respect to any design set
forth in the Work Authorization.
1.10 Geotechnical, Environmental And Construction Material Testing Services 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. Geotechnical, Environmental And Construction
Material Testing Services further agrees to enforce compliance with such rules and
regulations by all of Geotechnical, Environmental And Construction Material Testing
Services’ 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 Geotechnical,
Environmental And Construction Material Testing Services 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 Geotechnical, Environmental
And Construction Material Testing Services from any of its duties or obligations hereunder.
1.12 Geotechnical, Environmental And Construction Material Testing Services 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). Geotechnical, Environmental And
Construction Material Testing Services’ design documents shall be consistent and
coordinated with the information set forth in all such geological reports. In the event
Geotechnical, Environmental And Construction Material Testing Services has any questions
or concerns about the contents of any such reports, Geotechnical, Environmental And
Construction Material Testing Services shall notify Owner in writing within ten (10) days of
Geotechnical, Environmental And Construction Material Testing Services’ receipt of any such
geological reports. Geotechnical, Environmental And Construction Material Testing Services
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 Geotechnical, Environmental And Construction
Material Testing Services’ 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 Geotechnical, Environmental And Construction Material Testing Services that
would 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 Geotechnical,
Environmental And Construction Material Testing Services as set forth in the Work
Authorization; (2) the time in which Geotechnical, Environmental And Construction Material
Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services
as set forth in the Work Authorization; or (4) the indemnification obligations of Geotechnical,
Environmental And Construction Material Testing Services 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
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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 Geotechnical, Environmental And Construction
Material Testing Services, Owner shall provide, if available, all criteria and information
requested by Geotechnical, Environmental And Construction Material Testing Services
necessary for Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction
Material Testing Services, Owner will make available to Geotechnical, Environmental And
Construction Material Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services to enter the site set forth in the
Work Authorization (if any) to perform the Services to be provided by Geotechnical,
Environmental And Construction Material Testing Services under this Contract.
Geotechnical, Environmental And Construction Material Testing Services acknowledges that
such access may be provided during times that are not the normal business hours of
Geotechnical, Environmental And Construction Material Testing Services.
2.5 Owner shall provide written notice to Geotechnical, Environmental And Construction Material
Testing Services of any deficiencies or defects discovered by Owner with respect to the
Services to be rendered by Geotechnical, Environmental And Construction Material Testing
Services 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"), Geotechnical, Environmental And Construction
Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services
shall be commenced, performed and completed in accordance with the 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 Geotechnical, Environmental And Construction
Material Testing Services.
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3.2 Should Geotechnical, Environmental And Construction Material Testing Services be
obstructed or delayed in the prosecution or completion of its Services as a result of
unforeseeable causes beyond the control of Geotechnical, Environmental And Construction
Material Testing Services, 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 Geotechnical,
Environmental And Construction Material Testing Services’ own fault or neglect, then
Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services’ Services from any
cause whatsoever, including those for which Owner may be responsible in whole or in part,
shall relieve Geotechnical, Environmental And Construction Material Testing Services of its
duty to perform or give rise to any right to damages or additional compensation from Owner.
Geotechnical, Environmental And Construction Material Testing Services expressly
acknowledges and agrees that it shall receive no damages for delay. Geotechnical,
Environmental And Construction Material Testing Services’ 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 Geotechnical, Environmental And Construction Material Testing Services,
the Services to be provided hereunder have been delayed for a total of six (6) months or
more, Geotechnical, Environmental And Construction Material Testing Services’
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
Geotechnical, Environmental And Construction Material Testing Services, if any, as a result
of such delays.
3.4 Should Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services until
such time as Geotechnical, Environmental And Construction Material Testing Services
resumes performance of its obligations hereunder in such a manner so as to establish to
Owner's satisfaction that Geotechnical, Environmental And Construction Material Testing
Services’ 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 Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And
Construction Material Testing Services to continue to perform any such Services,
Geotechnical, Environmental And Construction Material Testing Services shall continue
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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.
ARTICLE 4
COMPENSATION
4.1 Compensation and the manner of payment of such compensation by Owner for Services
rendered hereunder by Geotechnical, Environmental And Construction Material Testing
Services shall be as prescribed in each written Work Authorization. Geotechnical,
Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services during
that time period, and for any Owner authorized Reimbursable Expenses (as hereinbelow
defined), incurred and/or paid by Geotechnical, Environmental And Construction Material
Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services’ 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 Geotechnical, Environmental And Construction Material
Testing Services for all necessary and reasonable Reimbursable Expenses incurred or paid
by Geotechnical, Environmental And Construction Material Testing Services in connection
with Geotechnical, Environmental And Construction Material Testing Services’ 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 Geotechnical, Environmental And Construction Material
Testing Services 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 Geotechnical, Environmental And Construction Material
Testing Services without markup for necessary copying/reproduction of plans and
other documents required in connection with any Project specified in the Work
Authorization.
Geotechnical, Environmental And Construction Material Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services will be deemed to
be a Reimbursable Expense.
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4.4 Geotechnical, Environmental And Construction Material Testing Services shall bear and pay
all overhead and other expenses, except for the Reimbursable Expenses specified and
defined above, incurred by Geotechnical, Environmental And Construction Material Testing
Services in the performance of the Services.
4.5 Prior to authorizing Geotechnical, Environmental And Construction Material Testing Services
to provide any Services or to incur any Reimbursable Expenses under a Work Authorization
pursuant to this Contract, Owner shall request that Geotechnical, Environmental And
Construction Material Testing Services in writing advise Owner of (i) the estimated time
required of Geotechnical, Environmental And Construction Material Testing Services’
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 performed by Geotechnical, Environmental
And Construction Material Testing Services under the proposed Work Authorization.
Geotechnical, Environmental And Construction Material Testing Services shall promptly
supply such estimate to Owner based on Geotechnical, Environmental And Construction
Material Testing Services’ good faith analysis.
4.6 Geotechnical, Environmental And Construction Material Testing Services agrees that, with
respect to any subconsultant or subcontractor to be utilized by Geotechnical, Environmental
And Construction Material Testing Services under any particular Work Authorization,
Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services and its consultants. The
Geotechnical, Environmental And Construction Material Testing Services agrees to, and
Geotechnical, Environmental And Construction Material Testing Services and its consultants
shall be deemed to have prepared their respective Instruments of Service as geotechnical,
environmental and construction material testing 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 Geotechnical, Environmental And Construction Material Testing Services 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 geotechnical, environmental and construction material testing
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 Geotechnical,
Environmental And Construction Material Testing Services shall obtain similar grants,
assignments, transfers, and quitclaims from its consultants consistent with this Contract. The
Geotechnical, Environmental And Construction Material Testing Services warrants (and shall
cause each of the Geotechnical, Environmental And Construction Material Testing Services
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Consultants To Warrant Also) That This Transfer Of Copyright And Other Rights Is Valid
Against The World.
5.3 The Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services.
However, The Geotechnical, Environmental And Construction Material Testing Services 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. Geotechnical, Environmental And Construction Material Testing Services
Hereby Consents To Any Use Of Any And All Project Documents By Any Replacement
Geotechnical, Environmental And Construction Material Testing Engineers, Contractors, Or
Other Professionals Retained By Owner In The Event Of Any Such Expiration Or
Termination; Provided, However, Geotechnical, Environmental And Construction Material
Testing Services Shall Not Be Liable For Any Of The Design Work Performed By Such
Replacement Geotechnical, Environmental And Construction Material Testing Engineers Or
Other Professionals. This Paragraph Shall Survive The Expiration Or Termination Of This
Contract.
5.5 Geotechnical, Environmental And Construction Material Testing Services, 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 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 Geotechnical, Environmental And Construction Material
Testing Services A Nonexclusive License To Reproduce Such Documents For Purposes
Relating Directly To The Geotechnical, Environmental And Construction Material Testing
Services’ Performance Of Any Project, For The Geotechnical, Environmental And
Construction Material Testing Services’ Archival Records, And For The Geotechnical,
Environmental And Construction Material Testing Services’ 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 Geotechnical, Environmental And Construction
Material Testing Services Materials Shall Not Include The Owner's Confidential Or
Proprietary Information.
5.7 Geotechnical, Environmental And Construction Material Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services From
Geotechnical, Environmental And Construction Material Testing Services’ Consultants
Pursuant To Paragraph 6.1, And (Iii) A Written License From Geotechnical, Environmental
And Construction Material Testing Services 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. Geotechnical, Environmental And Construction
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Material Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services, the hard paper
copy shall control. This paragraph shall survive the expiration or termination of this Contract.
ARTICLE 6
MAINTENANCE OF RECORDS
6.1 Geotechnical, Environmental And Construction Material Testing Services shall keep
adequate records and supporting documentation which concerns or reflect its Services
hereunder. The records and documentation shall be retained by Geotechnical, Environmental
And Construction Material Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services agrees to keep and
maintain, from day to day, showing the time expended by each principal and employee of
Geotechnical, Environmental And Construction Material Testing Services 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, Geotechnical, Environmental And Construction Material Testing Services shall
furnish to Owner any of the aforesaid time records, as well as invoices or proofs showing
Geotechnical, Environmental And Construction Material Testing Services’ incurrence and/or
payment of any Reimbursable Expenses.
ARTICLE 7
INDEMNITY
7.1 To the fullest extent permitted by law, the Geotechnical, Environmental And Construction
Material Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services or other persons employed or
utilized by the Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction
Material Testing Services, the Geotechnical, Environmental And Construction Material
Testing Services shall defend such allegations through counsel chosen by the Owner, and
the Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services 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.
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ARTICLE 8
ERRORS AND OMISSIONS INSURANCE
8.1 The Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services shall file with the Owner
the certificate from an insurance company authorized to do business in the State of
Georgia showing issuance to Geotechnical, Environmental And Construction Material
Testing Services 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 geotechnical, environmental and construction material testing engineer 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.
ARTICLE 10
SERVICES BY GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION MATERIAL
TESTING SERVICES’ 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 Geotechnical, Environmental And Construction
Material Testing Services, 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.
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ARTICLE 11
WAIVER OF CLAIMS
11.1 Geotechnical, Environmental And Construction Material Testing Services’ 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
Geotechnical, Environmental And Construction Material Testing Services as unsettled at the
time of the final payment. Geotechnical, Environmental And Construction Material Testing
Services 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
Geotechnical, Environmental And Construction Material Testing Services’ Services nor
payment by Owner shall be deemed to be a waiver of any of Owner's rights against
Geotechnical, Environmental And Construction Material Testing Services.
ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Contract is a "continuing contract" for the services of Geotechnical, Environmental And
Construction Material Testing Services. 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 Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services or by any of Geotechnical,
Environmental And Construction Material Testing Services’ 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) Geotechnical, Environmental And Construction
Material Testing Services 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
Owner five (5) business days’ written notice.
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 Geotechnical, Environmental And Construction Material
Testing Services was not in default, or that its default was excusable, or that Owner otherwise
was not entitled to the remedy against Geotechnical, Environmental And Construction
Material Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services’ remedies against
Owner shall be the same as and limited to those afforded Geotechnical, ENVIRONMENTAL
And Construction Material Testing Services under Paragraph 12.4 below.
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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 Geotechnical, Environmental And Construction Material Testing Services. In the
event of such termination for convenience, Geotechnical, Environmental And Construction
Material Testing Services’ recovery against Owner shall be limited to that portion of
Geotechnical, Environmental And Construction Material Testing Services’ compensation
earned through the date of termination, for any Work Authorizations so cancelled, together
with any retainage withheld and any costs reasonably incurred by Geotechnical,
Environmental And Construction Material Testing Services that are directly attributable to the
termination, but Geotechnical, Environmental And Construction Material Testing Services
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, Geotechnical, Environmental And Construction Material Testing Services
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 Geotechnical,
Environmental And Construction Material Testing Services’ 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 Geotechnical, Environmental And Construction Material Testing Services hereunder upon
giving Geotechnical, Environmental And Construction Material Testing Services 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, Geotechnical, Environmental And Construction
Material Testing Services’ 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 Geotechnical, Environmental And Construction Material Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services 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. Geotechnical,
Environmental And Construction Material Testing Services 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. ser 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 Geotechnical, Environmental and Construction Material Testing Engineer 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 Geotechnical, Environmental And Construction Material
Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services.
18.2 In the event the Owner gives the Geotechnical, Environmental And Construction Material
Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services 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, Geotechnical, Environmental And Construction Material
Testing Services 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
15
providing certain services delegated to the Geotechnical, Environmental And Construction
Material Testing Services hereinabove, the Geotechnical, Environmental And Construction
Material Testing Services’ role with reference thereto shall be to advise, consult, and
cooperate with the Program Manager in its provisions of such services.
18.5 The Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical,
Environmental And Construction Material Testing Services’ 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 Geotechnical, Environmental And Construction Material Testing Services 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/GEOTECHNICAL, ENVIRONMENTAL AND
CONSTRUCTION MATERIAL TESTING SERVICES AGREEMENT
20.1 Pursuant to the requirements of the Georgia Department of Education, the “Mandatory
Addendum to the Owner/Geotechnical, Environmental and Construction Material Testing
Services 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 Geotechnical, Environmental And Construction Material Testing Services’
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 GEOTECHNICAL,
ENVIRONMENTAL AND CONSTRUCTION MATERIAL TESTING SERVICES.
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ARTICLE 23
NOTICES AND ADDRESS OF RECORD
23.1 All notices required or permitted pursuant to this Contract to be given by Geotechnical,
Environmental And Construction Material Testing Services 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
23.2 All notices required or permitted pursuant to this Contract to be given by Owner to
Geotechnical, Environmental And Construction Material Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services’ address of record:
625 Holcomb Bridge Road
Norcross, Georgia 30071
Email: ssmelter@unitedconsulting.com
ATTENTION: __Scott D. Smelter_
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 Geotechnical,
Environmental And Construction Material Testing Services 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.
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24.3 In addition to, and not in limitation of, the Geotechnical, Environmental And Construction
Material Testing Services’ other obligations under this Contract, the Geotechnical,
Environmental And Construction Material Testing Services 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
Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services, The
Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And
Construction Material Testing Services 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 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. Geotechnical,
Environmental And Construction Material Testing Services 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. Geotechnical, Environmental And Construction Material
Testing Services warrants that it has registered with and uses the federal work authorization
program commonly known as “E-Verify.” Geotechnical, Environmental And Construction
Material Testing Services 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. Geotechnical, Environmental and Construction Material
Testing Services 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 Geotechnical, Environmental And Construction Material Testing Services shall sign and
deliver to the Owner a Geotechnical, Environmental and Construction Material Testing
Services Affidavit, in the form attached hereto as Exhibit I and shall have any subcontractors
sign and deliver to the Geotechnical, Environmental And Construction Material Testing
Services a Subcontractor Affidavit in the form attached hereto as Exhibit J.
24.6 Geotechnical, Environmental And Construction Material Testing Services 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 Geotechnical, Environmental And Construction Material Testing
Services Of Geotechnical, Environmental And Construction Material Testing Services’
obligations hereunder, and no custom or practice of the parties at variance with the terms
18
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 Geotechnical,
Environmental And Construction Material Testing Services’ part to be performed shall be
deemed and construed as independent covenants of Geotechnical, Environmental And
Construction Material Testing Services, 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 Geotechnical, Environmental And
Construction Material Testing Services represents and warrants that he or she is duly
authorized to execute this Contract on behalf of Geotechnical, Environmental And
Construction Material Testing Services, and that Geotechnical, Environmental And
Construction Material Testing Services 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 24-752-023
RFQu 24-752-023 Attachment Package
RFQu 24-752-023 Appendices Package
Addendum No. 1 Dated May 10, 2024
Addendum No. 2 Dated May 22, 2024
Attachments:
A. Professional Geotechnical, Environmental and Construction Material Testing
Services
Revised Appendix B Design Review-Minimum Submittal Requirements (SCL<$5M)
(11 pages)
B. Professional Geotechnical, Environmental and Construction Material Services
Revised Appendix C1 DCSD Elementary School Educational Specifications (8 pages)
C. Professional Geotechnical, Environmental and Construction Material Services
Revised Appendix C2 DCSD Middle School Educational Specifications (9 Pages)
D. Professional Geotechnical, Environmental and Construction Material Services
Revised Appendix C3 DCSD High School Educational Specifications (8 Pages)
E. Professional Geotechnical, Environmental and Construction Material Services
Revised Appendix D Design Guidelines (51 Pages)
F. Professional Geotechnical, Environmental and Construction Material Services
Mandatory Pre-Proposal Conference Meeting Minutes (3 Pages)
G. Professional Geotechnical, Environmental and Construction Material Mandatory
Pre-Proposal Conference Sign-In Sheet (3 Pages)
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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 ______ ("Geotechnical,
Environmental and Construction Material Testing Services").
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 Geotechnical, Environmental and Construction Material Testing Services
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 Geotechnical, Environmental and Construction Material
Testing Services 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:
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EXHIBIT “C”
STAFFING SCHEDULE
Name Function
Roman Zhest Team Leader
Jay Paul Gapuzan Project Manager
Christopher L. Roberds, Principal-in-Charge
Medhi Moazzami Geotechnical Team Leader
Michael Kemp Geotechnical Project Manager
Tim Beck Environmental Team Leader
Ryan Griffin Environmental Project Manager
Pat Carr Team Leader/Lead Inspector
Jay Paul Gapuzan Quality Assurance/Quality Control Manager
Subcontractor RL Reeves & Associates
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EXHIBIT “D”
RATE SCHEDULE
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25
26
27
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EXHIBIT “E”
OTHER INSURANCE
1.1 The GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION MATERIAL
TESTING SERVICES 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 GEOTECHNICAL,
ENVIRONMENTAL AND CONSTRUCTION MATERIAL TESTING SERVICES 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 GEOTECHNICAL, ENVIRONMENTAL AND
CONSTRUCTION MATERIAL TESTING SERVICES 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
GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION MATERIAL TESTING
SERVICES 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
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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” GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION MATERIAL
TESTING Services’ work.
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 GEOTECHNICAL, ENVIRONMENTAL AND
CONSTRUCTION MATERIAL TESTING SERVICES 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
GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION MATERIAL TESTING
SERVICES 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 GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION
MATERIAL TESTING SERVICES 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 GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION
MATERIAL TESTING SERVICES or any other insured under said policies.
1.3 In the event that the GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION
MATERIAL TESTING SERVICES elects to retain subcontractors or subconsultants and
the Owner approves said retention, the GEOTECHNICAL, ENVIRONMENTAL AND
CONSTRUCTION MATERIAL TESTING SERVICES 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 GEOTECHNICAL, ENVIRONMENTAL
AND CONSTRUCTION MATERIAL TESTING SERVICES 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 Geotechnical, Environmental and Construction
Material Testing Services
(Geotechnical, Environmental and Construction Material Testing Services)
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]: ____________
________________________________________
(Geotechnical, Environmental and Construction Material Testing Services)
________________________________________
(Signature of Geotechnical, Environmental and Construction Material Testing
Services)
________________________________________
(Date)
________________________________________
(Georgia Geotechnical, Environmental and Construction Material Testing Services
License Number)
_________________________________________
(Seal and Signature)
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EXHIBIT “G”
GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION MATERIAL TESTING
SERVICES PROPOSAL
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34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
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EXHIBIT “H”
MANDATORY ADDENDUM TO THE
OWNER/GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION MATERIAL TESTING
SERVICES 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
Geotechnical, Environmental and Construction Material Testing Services to contract for the
Geotechnical, Environmental and Construction Material Testing 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 Geotechnical, Environmental and Construction Material Testing
Services 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/ Geotechnical, Environmental and Construction Material
Testing Services CONTRACT.
1. For purposes of this Mandatory Addendum, notwithstanding terminology used in the
Owner/ Geotechnical, Environmental and Construction Material Testing Services
Contract, the following terms are defined to mean:
a. “Geotechnical, Environmental and Construction Material Testing Services” shall
be the Geotechnical, Environmental and Construction Material Testing Services,
whether individually or as a firm or other legal entity, engaged to perform the
Geotechnical, Environmental and Construction Material Testing Services.
b. “Geotechnical, Environmental and Construction Material Testing Services” shall
be the scope of the Geotechnical, Environmental and Construction Material
Testing 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 Geotechnical,
Environmental and Construction Material Testing Services to perform the
Geotechnical, Environmental and Construction Material Testing Services for the
Project.
d. “Contract” shall be the form of agreement between the Owner and the
Geotechnical, Environmental and Construction Material Testing Services, to which
this Mandatory Addendum is attached and is a part, and shall set forth the
Geotechnical, Environmental and Construction Material Testing Services for the
Project.
e. “Project” shall be the Project for which the Geotechnical, Environmental and
Construction Material Testing 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.
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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 Geotechnical, Environmental and Construction Material Testing Services 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 Geotechnical, Environmental and
Construction Material Testing Services 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 consent of the Owner. The Owner agrees
to provide a response to the Geotechnical, Environmental and Construction Material
Testing Services within 14 days of any such request by the Geotechnical, Environmental
and Construction Material Testing Services.
3. Prior to beginning the “Preliminary Plans and Specifications,” the Geotechnical,
Environmental and Construction Material Testing Services shall first consult in detail with
the Owner to determine and understand the Owner’s Program. Within 10 days of such
consultation, the Geotechnical, Environmental and Construction Material Testing
Services shall prepare and submit to the Owner a written report detailing and confirming
the Geotechnical, Environmental and Construction Material Testing Services’
understanding of the Owner’s Program. The Geotechnical, Environmental and
Construction Material Testing Services’ 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 Geotechnical, Environmental and
Construction Material Testing Services concerning the Project, the Program, or both.
The Geotechnical, Environmental and Construction Material Testing Services’ 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 Geotechnical, Environmental and Construction Material Testing Services’ report
shall also include any applicable educational specifications and GaDOE requirements.
4. The Geotechnical, Environmental and Construction Material Testing Services shall obtain
written authorization from the Owner before proceeding with each next stage of
Geotechnical, Environmental and Construction Material Testing 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 Geotechnical, Environmental and Construction Material Testing Services agrees to
comply with all applicable federal, state and local laws, codes and ordinances in the design
of the Project. The Geotechnical, Environmental and Construction Material Testing
Services 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
Geotechnical, Environmental and Construction Material Testing Services shall respond to
GaDOE’s Facility Services Unit review report comments in a timely fashion so as to ensure
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that the review process may proceed orderly, efficiently and does not impede the Project
or the Program.
6. The Geotechnical, Environmental and Construction Material Testing Services assumes
full responsibility to the Owner for the acts and omissions of the Geotechnical,
Environmental and Construction Material Testing Services and the Geotechnical,
Environmental and Construction Material Testing Services’ consultants, subconsultants
and employees in connection with the Contract, the Project and the Program.
7. The Geotechnical, Environmental and Construction Material Testing Services 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 $_____TBD____________________, and
Required Local Funds in the amount of $_________TBD__________________, and
Additional Required Local Funds in the amount of $____TBD___________________.
8. The Geotechnical, Environmental and Construction Material Testing Services 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).
9. In the event the Geotechnical, Environmental and Construction Material Testing Services’
final project cost estimate (at Check Set Plans and Specifications stage) exceeds the
Stated Cost Limitation for the Project, the Owner may require the Geotechnical,
Environmental and Construction Material Testing Services, 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
Geotechnical, Environmental and Construction Material Testing Services acknowledges
and agrees that the Stated Cost Limitation shall not be exceeded except as provided
herein; provided, however, the Geotechnical, Environmental and Construction Material
Testing Services further acknowledges and agrees that budgetary limitations are never a
justification for breach, disregard or circumvention of sound principles of Geotechnical,
Environmental and Construction Material Testing Services. Therefore, the Geotechnical,
Environmental and Construction Material Testing Services shall take no calculated risks
in the design of the Project. The Geotechnical, Environmental and Construction Material
Testing Services agrees that, in the event that the Geotechnical, Environmental and
Construction Material Testing Services 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 Geotechnical, Environmental and Construction
Material Testing Services will give written notice of such determination immediately, and
in no event more than seven (7) days after the Geotechnical, Environmental and
Construction Material Testing Services makes such a determination, to the Owner and to
the GaDOE Facilities Services Unit.
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10. The Stated Cost Limitation may be amended by written mutual agreement signed by the
Owner and the Geotechnical, Environmental and Construction Material Testing Services
at any time after the Contract between the Geotechnical, Environmental and Construction
Material Testing Services and Owner is executed. Prior to such amendment, the
Geotechnical, Environmental and Construction Material Testing Services shall provide the
Owner with reliable and verifiable evidence through either internal-Geotechnical,
Environmental and Construction Material Testing Services 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 Geotechnical, Environmental and
Construction Material Testing Services, or the Geotechnical, Environmental and
Construction Material Testing Services’ 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 Geotechnical, Environmental and Construction Material Testing Services 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 Geotechnical, Environmental and
Construction Material Testing Services 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 Geotechnical, Environmental and
Construction Material Testing Services shall provide the Owner and the GaDOE Facility
Services Unit with a valid Certificate of Insurance showing that the Geotechnical,
Environmental and Construction Material Testing Services 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 Geotechnical, Environmental and Construction Material Testing
Services 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 Geotechnical, Environmental and Construction Material Testing Services 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
Geotechnical, Environmental and Construction Material Testing Services 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 Geotechnical, Environmental and Construction Material Testing Services 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 Geotechnical, Environmental and Construction Material Testing
Services 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 Geotechnical, Environmental and Construction Material Testing Services shall
provide Owner a set of “Record Plans and Specifications” within thirty (30) days after
execution by the Geotechnical, Environmental and Construction Material Testing Services
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 Geotechnical, Environmental and
Construction Material Testing Services, to which this Mandatory Addendum is a part, shall
include a provision for the termination of the Geotechnical, Environmental and
Construction Material Testing Services (or be deemed to include this Paragraph 15) giving
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the Owner the rights of (1) termination of the Geotechnical, Environmental and
Construction Material Testing Services with cause and (2) termination of the Geotechnical,
Environmental and Construction Material Testing Services without cause. In the event of
termination, the Owner shall pay the Geotechnical, Environmental and Construction
Material Testing Services for the reasonable value of the Geotechnical, Environmental
and Construction Material Testing Services performed by the Geotechnical,
Environmental and Construction Material Testing Services prior to the termination.
Payment for the Geotechnical, Environmental and Construction Material Testing Services
rendered prior to termination shall be based on statements properly submitted by the
Geotechnical, Environmental and Construction Material Testing Services to the Owner
and supported by time sheets, invoices and such other supporting documentation that the
Owner may reasonably require; provided, however, that in no event shall the total payment
to the Geotechnical, Environmental and Construction Material Testing Services exceed
an amount equal to the percentage of completion of the Geotechnical, Environmental and
Construction Material Testing Services for the Project at the time of termination.
16. The Geotechnical, Environmental and Construction Material Testing Services shall be
responsible for the timely submittal and completion of all forms required by GaDOE and
shall respond to GaDOE comments on submittals within twenty-one (21) days of receipt
of GaDOE comments. Such forms may be obtained from the Facilities Services Unit,
Georgia Department of Education, 1670 Twin Towers East, 205 Jesse Hill Jr. Drive, SE,
Atlanta, Georgia 30334. At the close of the Project, the Geotechnical, Environmental and
Construction Material Testing Services shall submit an “Geotechnical, Environmental
and Construction Material Testing Services Certification” form, as provided by the
GaDOE, to the Owner. Unless the Geotechnical, Environmental and Construction
Material Testing Services are terminated by the Owner before final completion of the
Project, the completion and submittal of this form is required prior to the Owner’s release
of the final payment to the Geotechnical, Environmental and Construction Material Testing
Services.
17. All Geotechnical, Environmental and Construction Material Testing Services plans and
specifications shall bear the signature and seal of the Geotechnical, Environmental and
Construction Material Testing Services, which shall be licensed to practice in the State of
Georgia. Civil, survey, structural, electrical, and mechanical plans and specifications shall
bear the signature and seal of the respective engineer, who shall be licensed to practice
in the State of Georgia.
18. A fully executed copy of the Contract between the Owner and the Geotechnical,
Environmental and Construction Material Testing Services, including a completed copy of
this Mandatory Addendum, must be filed with the GaDOE Facilities Services Unit.
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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.
87
EXHIBIT “J”
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 United Consulting Group, Ltd.
(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.
89