STANDARD FORM OF CONTRACT

FOR GENERAL

CONSTRUCTION MANAGEMENT
SERVICES
At Risk Guaranteed Maximum Price

BETWEEN
AUGUSTA GEORGIA
hereinafter referred to
as

the Owner

AND
R W ALLEN LLC
hereinafter referred to
as

the Construction Manager

Services required The General Construction Management hereinafter identified as the rendered for the following project

by this Contract Project

are to

be

Project Name Project Address City State Zip Project ID General Project Description

Augusta Trade Exhibit and Reynolds Street Augusta
TEE Center

Event Center

Georgia
Exhibit and

ARC foot Trade Construct an approximate 114 000 square Event Center

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T able of Contents

Article 1 Article 2

Representations
Notices

Article 3
Article 4

Definitions

Relationship of the

Parties

Article 5 Article 6 Article 7 Article 8 Article 9
Article 10

Contract Documents

Scope of Construction Manager s Project Compensation for Construction Manager Personnel Subcontractors and Suppliers
Construction Schedule
Bonds Construction
Duties

Article 11 Article 12 Article 13
Article 14

Manager s

Obligations

and

Responsibilities

Goods Products and Materials Submittals Construction

Article 15 Article 16
Article 17 Article 18

Changes Project

to the

Manager s Quality Assurance Project

Claims and Liens
Architect

Substantial and Final Construction

Article 19 Article 20
Article 21

Completion Manager s Warranties and Guaranties Owner s Duties Obligations and Responsibilities Liquidated Damages
Concealed and Unforeseen Conditions Construction Manager
s

Article 22 Article 23
Article 24

Records

Article 25
Article 26

Article 27 Article 28 Article 29 Article 30 Article 31 Article 32 Article 33 Article 34 Article 35 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G

Proprietary Documents and Confidentiality Insurance Requirements Owner s Right to Stop Work Termination or Suspension of Contract Applicable Law and Dispute Resolution Damages and Remedies
Miscellaneous Provisions Indemnification Construction

Manager s Reviews and Evaluations Prohibition Against Contingent Fees
Exhibits and Attachments Entire

Agreement
of Services

Scope

Provisional Project Schedule
Initial List of Insurance

Drawings Specifications and Addendums

Asbestos Statement of Declaration Non Collusion Affidavit Authorization for Construction

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This Contract for General Construction

Management Services is entered into between
Owner

Owner s Name Owner s Address City State Zip

Augusta Georgia
530 Greene Street

Augusta
and Construction

Georgia

30901

Manager

CM

s

Name

R W Allen LLC 1015 Broad Street

Construction Manager s Address City State Zip

Augusta

Georgia

30901

This Contract for General Construction and shall be effective on the date signed

Management Services is executed under seal by the last party to do so

AUTHORIZED REPRESENTATIVES
The authorized

Construction

representatives Manager are
Owner
s

and addresses of the Owner the Architect and the

Firm Name

Representative Augusta Heery International Inc

Office

Name

Address City State Zip Email Address 706 842 5543 Phone

Jack Turner 501 Greene Street Suite 313

Georgia Augusta wturner@augustaga gov
Cell Architect s
706 836 9137

30901
706 821 2484

Fax

Firm Name

Representative Thompson Ventulett Stainback

Associates Inc

Name Address City State Zip Email Address 404 946 6618 Phone

C Andrew McLean FAIA 2700 Promenade Two 1230 Peachtree Street NC 30309 Atlanta Georgia

amclean@tvsa
Cell

com

404 788 6600

Fax

770 682 4618

Firm Name

Name Address City State Zip Email Address Phone 706 733 2800 GCC0000918 License NOW

Construction Manager s Representative RW Allen Scott A Clark 1 01 5 Broad Street

Augusta
sclark@rwallen
Cell FEIN
com

Georgia
Fax

30901
706 733 3879

SS

26 0768325

covenants and in consideration of the mutual promises THEREFORE stated herein and for other good and valuable consideration the sufficiency agreements of which is hereby acknowledged the Owner and the Construction Manager agree

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1

ARTICLE 1 REPRESENTATIONS

By executing this Contract representations to the Owner
1 1

the Construction

Manager makes

the

following express

The Construction Manager is professionally qualified to act as the Construction Manager for the Project and is licensed to perform Construction Management Services by all public entities having jurisdiction over the Construction Manager and the Project The Construction Manager has and shall maintain all necessary licenses permits or other authorizations necessary to act as the Construction Manager for the Project until the Construction Manager s duties hereunder have been fully satisfied The Construction Manager has become familiar with the Project site and the local conditions under which the Project is to be constructed The Construction Manager assumes full responsibility to the Owner for the negligent or willful acts and omissions of the Construction Manager s employees Subcontractor s or others employed or retained by the Construction Manager in connection with the Project The Owner and Construction Manager each acknowledges that it has reviewed and familiarized itself with this Contract for General Construction Management Services and agrees to be bound by the terms and conditions contained herein The Owner intends to construct the Project and is engaging the Construction Manager to perform certain labor supervision and services and provide certain equipment goods and materials for the Project The Owner and Construction Manager each acknowledges that it will act in good faith in carrying out its duties and obligations The Owner s engagement of the Construction Manager is based upon the Construction Manager s representations to the Owner that it is experienced in the type of labor and services the Owner is engaging the Construction Manager to perform is qualified willing and able to perform general construction management services for the Project and has the expertise and ability to provide general construction management services which will meet the Owner s objectives and requirements and which will comply with the requirements of all governmental public authorities and agencies having jurisdiction over the Project The Owner has

1 2

1 3

4 1

1 5

1 6

1 7

1 8

1 9

engaged

an

Architectural firm to

engineering
Documents

services for the

perform architectural and or Project including preparation of the Contract

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ARTICLE 2

NOTICES
2 1

Unless otherwise provided all notices shall be in writing and considered duly given if the original is hand delivered delivered by facsimile sent by U S Mail postage prepaid or sent in a pdf format via email All notices shall be given
to the authorized
are

representatives at the addresses set forth above Notices that hand delivered delivered by facsimile or sent by email shall be deemed given the next business day following the date of delivery Notices given by U S Mail shall be deemed given as of the second business day following the date of posting

ARTICLE 3 DEFINITIONS The

following words following meanings
3 1

and

phrases

shall for the purposes of this

Agreement have the

New Trade Exhibit and Event Center feet as designed by Architect square

Proiect

TEE Center

of 113 808

3 2

Construction Manaaer The Construction Manager is the person or entity which enters into an agreement with the Owner to perform the construction

management services for the Project including without limitation the providing of labor materials and equipment incorporated or to be incorporated into the Project The term Construction Manager means the Construction Manager or its authorized representative but excludes the Owner s Representative and the Architect
3 3

Comoensation

Compensation shall be the fees designated in Article 7 1 to be the Owner to the Construction Manager in connection with the paid by performance of the Services by the Construction Manager
shall mean a written order to the Construction Manager the Owner and the Architect after execution of this Contract by directing a change in the Project and may include a change in the Contract Amount or the time for the Construction Manager s performance or any combination thereof

4 3

Chanae Order
executed

3 5

Site The geographical location of a Project defined by legal boundary lines and the location characteristics including but not limited to grades and lines of
streets
easements

alleys pavements and adjoining structures rights of way restrictions encroachments zoning deed restrictions existing buildings and improvements and service and utility lines

3 6

Work Any and all construction machinery documents equipment facilities fixtures furnishings goods heat items labor licenses management materials permits products services supervision supplies systems taxes testing tools utilities transportation vehicles and water required to be performed or supplied and or necessary for proper execution and completion of

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the

Project incorporated

or

some

into the

portion thereof whether Project
ARTICLE 4

or

not

incorporated

or to

be

RELATIONSHIP OF THE PARTIES
4 1

The Architect

The Architect s performance of services shall be as an Architect consultant to the Owner to carry out the activities of Project design and construction administration and to provide the technical documents and

Project objectives The Architect will be with the Construction Manager on all design and dealing technical matters and will administer this Contract for General Construction Management Services Unless otherwise directed by the Owner the Owner and the Construction Manager shall communicate with each other in the first instance through the Architect The Owner s instructions to the Construction Manager will be issued through the Architect supervision responsible
to achieve the Owner s

for

4 2

Owner

Manager from Heery International The Owner s Representative has

The Owner shall employ and assign a Project Inc to serve as the Owner s Representative no design or construction responsibilities of None of the activities of the Owner s Representative supplant or any nature conflict with the construction activities budget or any other services and responsibilities customarily furnished by the Construction Manager or their Subcontractors in accordance with generally accepted construction The as otherwise modified by this Agreement management practices except Construction Manager shall fully cooperate with the Owner s Representative Instructions by the Construction Manager to the Architect relating to services performed by the Construction Manager will be issued or made by or through and in accordance with procedural organizational and documentation

Reoresentation

standards established by the Owner s Representative Communications and submittals of the Construction Manager to the Architect shall be in writing and issued or made in accordance with similar procedural and documentation standards established by the Owner s Representative The Owner s shall have the authority to establish procedures consistent with Representative this Agreement to be followed by the Architect and Construction Manager and to conduct periodic meetings to be attended by the Architect and their subconsultants and the Construction Manager and their Subcontractors throughout the duration of this Agreement
4 3

Other Consultants The Owner may provide drawings consultation recommendations suggestions data and or other information relating to the Project from other consultants under separate contract with the Owner Land Surveying Consultant Geotechnical including but not limited to Consultant and or Materials Testing Consultant
The Construction Manaaer The Construction Manager shall in consultation with the Owner the Architect the Owner s Representatives and their Subcontractors endeavor to develop implement and maintain a spirit of cooperation collegiality and open communication among the parties so that the goals and objectives of each are clearly understood potential problems are resolved promptly and upon completion the Project is deemed a success by all parties

4

4 1

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4 2

The Construction

Manager shall provide the Owner with a list of the proposed key project personnel of the Construction Manager and its Subcontractors to be assigned to the Project The key project personnel are defined as the Project Senior Director Executive Preconstruction Project Manager Manager Manager Project Manager and Superintendent This list shall include such information on the Construction Manager background of each of the assigned personnel as may be requested by the Owner through the Owner s Representative Such key personnel and consultants shall be satisfactory to the Owner and shall not be changed except with the consent of the Owner unless said personnel cease to be in the Construction Manager s or its subcontractors if applicable employ
required by the Owner s Representative all agents and Employees of the Construction Manager and their Subcontractors shall wear identification badges provided by the Construction Manager at all times that they are on the Owner s property The identification badge shall at a minimum display the company name and telephone number and the employee name
If The Construction

4 3

44

Manager understands and agrees that should the Owner s other Consultant s provide the Construction Manager with Representative or scheduling assistance cost or time control recommendations any estimating or other consultation recommendations or suggestions any or all such activities on the part of the Owner s Representative Consultant or any other representative of the Owner shall in no way relieve the Construction Manager of the responsibility of fulfilling its obligations and responsibilities under this Agreement
or

ARTICLE 5
CONTRACT DOCUMENTS 5 1

The Contract for General Construction the following documents This

Management Services is comprised of

5 1 1

Agreement including all attached documents appendices and addenda
conditions if any submitted
the Owner

5 1 2 5 1 3 5
4 1

Special
The

Proposal
hereafter Addenda

by the Construction Manager and accepted by
C for
and all Addenda now Initial List of Drawings

Drawings
see

Specifications
Exhibit

existing or issued Specifications and

5 1 5

Any amendments or Manager hereafter

addenda executed

by

the Owner and the Construction

5 1 6

Approved Change Order

s

or

field orders and

5 1 7
5 2

Additional documents listed hereafter if any Documents not included or expressly contemplated in this Article 5 do not and shall not form any part of this Contract for General Construction Management Services The Owner shall furnish the Construction Manager with 5 sets of drawings and specifications and one CD ROM with drawing and specification files in pdf format Any additional copies of the Contract Documents required by the Construction Manager for execution of the Project shall be made by the
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5 3

Construction Manager at its cost and expense from the reproducible sets electronic media furnished by the Owner
4 5

or

The Owner has requested that the Architect prepare documents for the Project including the plans and specifications for the Project which are to be complete accurate coordinated and adequate for bidding negotiating and constructing the Project However the Owner makes no representation or warranty of any nature whatsoever to the Construction Manager concerning such documents The Construction Manager hereby acknowledges and represents that it has not relied and does not and will not rely upon any representations or warranties by the Owner concerning such documents as no such representations or warranties have been or are hereby made
In the event of any conflict discrepancy or inconsistency among any of the documents which make up this Contract for General Construction Management

4 5 1

Services the following shall control
4 5 1 1

As between

figures given large
scale

on

plans

and scaled measurements the

figures shall

govern
4 5 1 2

As between govern

plans

and small scale

plans

the

large scale plans shall

4 5 1 3

As between shall govern

plans and specifications the requirements of the specifications

4 5

4 1

As between this document and the plans specifications general requirements this document shall govern

general

conditions

or

4 5 1 5

Shop drawings

and other submittals from the Construction
a

Manager

or

its

Subcontractors and Suppliers do not constitute General Construction Management Services
ARTICLE 6 SCOPE OF PROJECT
6 1

part of this Contract for

The

Construction Manager shall provide all management supervIsion financing goods products materials equipment systems labor services permits licenses construction machinery water heat utilities transportation
other facilities necessary for the proper execution and of the Project in accordance with all of the terms and conditions of this Contract for General Construction Management Services The general nature of the scope of Project that the Construction Manager is to complete is briefly described as follows and any and
all

completion of the scope

6 1 1

See Exhibit A

Scope

of Work ARTICLE 7

COMPENSATION FOR CONSTRUCTION MANAGER
7 1

shall be
7 2

Compensation paid in

for Pre Construction and Construction accordance with Article 7 2 and 7 4

Management Services

Compensation for Pre Construction Services Construction Manager shall accept as full
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The Owner shall pay
and

complete

and the payment for the

Construction Manager s timely and complete performance of Pre Construction Services the Pre Construction Services Fe which shall not exceed the Pre Construction services cost set forth in Exhibit G
7 2 1

Pre Construction Services Fee Amount The Pre Construction Services Fee shall be a lump sum fee The Owner shall pay and the Construction Manager shall accept as complete payment for performance of Pre Construction

Services a lump sum fee portions of which will be paid monthly upon submittal of an invoice during the Pre Construction phase of the project
7 3

Guaranteed

Maximum

Management Services

Price Prior to performance of Construction and in accordance with the requirements set forth in

Exhibit A the Construction Manager shall prepare and deliver to the Owner with a copy to the Architect and Owner s Representative a Guaranteed Maximum Price GMP proposal upon completion of sixty five percent 65 to ninety percent 90 of the Construction Documents If the GMP proposal is finalized in accordance with Exhibit A and Exhibit G hereto is executed by the parties the Owner shall issue a written notice to the Construction Manager Notice to Proceed establishing the date construction is to commence the Commencement Date
4 7

for Construction Management Services The Owner shall pay and the Construction Manager shall accept as full and complete payment for Construction Management Services the Construction Price the Construction Price which shall not exceed the Guaranteed Maximum Price GMP

Compensation

4 7 1

Construction Price Amount limited to the total of

The Construction Price shall include

and is

4 7 1 1

The aggregate net cost of the Construction Manager s General Conditions General Conditions Cost as defined in Exhibit A not to exceed the General Conditions Guaranteed Maximum Cost set forth in Exhibit G The aggregate net cost directly paid or to be paid by the Construction Manager to subcontractors pursuant to written subcontracts to perform the Work Subcontracts Cost and

4 7 1 2

4 7 1 3

The compensation for the Construction Manager services pursuant to Exhibit A Management Fee
The

s

provision
which is
a

of management Lump Sum Fee

4 7 7 5

4 1

Lump Sum Fixed Price Amount

for Pre Construction Services

Within fourteen 14 calendar days after execution of this Contract for General Construction Management Services the Construction Manager shall prepare and present to the Owner s Representative and the Architect the Construction Manager s Cost Loaded Schedule as described in the Specifications The Construction Manager s Cost Loaded Schedule shall be presented in the format and with such detail and supporting information specified in this Contract for Construction Management Services The Construction Manager shall not artificially inflate any element of its Cost Loaded Schedule Upon the Architect s acceptance the Cost Loaded Schedule shall be used as back up to

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process and pay the Construction Manager s requests for payment The Cost Loaded Schedule shall not be changed without written change order authorized by the Owner
7 6

thirty 30 calendar days after receipt by the Owner of the Construction Manager s approved invoice the Owner shall pay to the Construction Manager of the total amount approved by the Architect withholding ninety percent 90 the balance as retainage unless there is a dispute about the amount of compensation due the Construction Manager The thirty 30 calendar days after receipt of the approved invoice is defined as the Payment Date
portion of the Contract Amount is determined by the application of unit prices the number of units contained in the Construction Manager s Cost Loaded Schedule is an estimate only and the compensation to the Construction Manager shall be determined by the actual number of units incorporated in or required by the Project
At least every thirty 30 calendar days after commencement of performance but no more frequently than once a month the Construction Manager shall submit invoices to the Architect requesting payment for labor and services rendered during the preceding thirty 30 calendar days Each invoice shall contain such detail and be backed up with whatever supporting information the If any

Within

7 7

7 8

Architect requests and shall at
7 8 1 7 8 2

a

minimum state

The total Contract Amount The amount due for labor materials and equipment incorporated into the Project and with respect to amounts invoiced for materials or equipment necessary for the Project and properly stored at the Site or elsewhere if offsite

storage is approved in writing by the Owner be accompanied by written proof that the Owner has title to such materials or equipment and that such material and equipment is fully insured against loss or damage
7 8 3 A breakdown of the various

phases

or

parts of the Project

as

related to the

Contract Amount
7

4 8

The value of the various

phases

or

parts of the Project actually performed

7 8 5 7 8 6
7 8 7

Previously

invoiced amounts and credit payments made

The total amount due less the amount of

retainage

And shall also have attached such lien waivers partial or final and other documentation verifying the Construction Manager s payment to subcontractors and suppliers The Architect will review the Construction Manager s applications for payment including such accompanying data information and schedules as the Contract for General Construction Management Services requires to determine the amounts due to the Construction Manager and based upon such review together with its inspections of the Project shall authorize payment by the

7 9

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Owner to the Construction Manager in writing Such constitute the Architect s certification to the Owner that
7 9 1

authorization

will

The Project described in the Construction Manager s invoice has progressed to the level indicated and has been performed in accordance with the Contract for

General Construction
7 9 2

Management Services

All necessary and

appropriate lien waivers have been submitted
to the Construction

7 9 3 7 10

The amount

requested is currently due and owing

Manager

The Architect s approval of the Construction Manager s invoice shall not preclude the Owner from exercising any of its remedies under this Contract for General Construction Management Services In the event of a dispute payment shall be made on or before the Payment Date for amounts not in dispute subject to any reductions made by the Owner The Owner shall have the right to refuse to make payment and if necessary may demand the return of a portion or all of the amount previously paid to the Construction Manager due to The Construction Manager s failure to perform the work required in compliance with the requirements of this Contract for General Construction Management Services or any other agreement between the parties The Construction

7 10 1

7 10 2

Manager
in
a

s

failure to

correctly and accurately represent
or

the

Project performed
7 10 3

payment request

otherwise

The Construction Manager s manner that in the Owner s

performance of the Project at a rate or in a opinion is likely to result in the Project or any of the Project being inexcusably delayed portion

7

4 10

The Construction Manager s failure to use funds previously paid the Construction Manager by the Owner to pay the Construction Manager s Project related obligations including but not limited to the Construction Manager s employees subcontractors materialmen and suppliers

7 10 5 7 10 6

Claims made

or

likely

to be made

against

the Owner
or

or

its property

Loss caused by the Construction subcontractors or suppliers The Construction to the Owner
If after

Manager

the Construction

Manager s

7 10 7

Manager s

failure

or

refusal to

perform any of its obligations

7 11

30 calendar days from the Payment Date the Owner without basis hereunder fails to pay the Construction Manager any amounts then due and payable to the Construction Manager the Construction Manager shall have the right in addition to all other rights and remedies contained herein to cease performance of work on the Project until receipt of proper payment after first providing fourteen 14 calendar days written notice to the Owner of its intent to cease work

thirty

cause or

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7 12

All

and

prior payments whether based on estimates or otherwise may be corrected adjusted in any subsequent payment and shall be corrected and adjusted
payment In the event that any invoice contains a defect or which would prevent payment by the Payment Date the Owner the Construction Manager in writing of such defect or impropriety
30

in the final

impropriety notify Any disputed amounts determined by Construction Manager shall be due thirty the dispute is resolved
shall
7 13 7 14

the Owner to be payable to the calendar days from the date that

NOT USED The Construction that

Manager expressly

warrants and

guarantees

to the Owner

7 14 1

Title to all goods products materials equipment and systems covered by an invoice will pass to the Owner either by incorporation into the Project or upon receipt of payment by the Construction Manager whichever occurs first
All
are

7 14 2

goods products materials equipment and systems covered by an invoice free and clear of liens claims security interests or encumbrances

7 14 3

products materials equipment or systems covered by an invoice acquired by the Construction Manager or its subcontractors or suppliers subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Construction Manager or its subcontractors or suppliers

No goods have been

7 15

signature of the Construction Manager on any invoice constitutes the Construction Manager s certification to the Owner that the Construction Manager s services listed in the invoice have progressed to the level indicated and have been performed as required by this Contract for General Construction Management Services the Construction Manager has paid its subcontractors and suppliers their proportional share of all previous payments received from the Owner the amount requested is currently due and owing
The Construction Manager shall incorporate into the Guaranteed Maximum Price Amount and pay all sales consumer use and similar taxes for goods products materials equipment and systems incorporated into the Project which were legally required at the time of execution of this Contract for General Construction Management Services whether or not yet effective or merely scheduled to go into effect The Construction Manager shall secure defend protect hold harmless and indemnify the Owner from and against any and all liability loss claims demands suits costs fees and expenses including actual fees and expenses of attorneys expert witnesses and other consultants relating to any taxes assessed or imposed upon incurred by or asserted against the Owner by any taxing authority with respect to such taxes The Construction Manager shall cooperate with and assist the Owner in

The

7 16

securing qualified refunds of any sales or use tax paid by the Owner or Construction Manager on goods products materials equipment or systems Any refund secured shall be paid to the Owner

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7 17

Upon receipt of payment from the Owner the Construction Manager shall pay each of its subcontractors and suppliers out of the amount received by the Construction Manager on account of such subcontractor s or supplier s portion of the work the amount to which each entity is entitled reflecting percentages actually retained from payments to the Construction Manager on account of entity s portion of the work The Owner shall have no obligation to pay and shall not be responsible for payments to the Construction Manager s subcontractors or suppliers However the Owner reserves the right but has no duty to make payment jointly to the Construction Manager and to any of its subcontractors or suppliers in the event that the Owner becomes aware that the Construction Manager fails to payor unreasonably withholds payment from one or more of those entities Such joint check procedure if employed by the Owner shall create no rights in favor of any person or entity beyond the right of
such

the named payees to payment of the check and shall not be deemed to commit the Owner to repeat the procedure in the future
7 18

Prior to being entitled to receive final payment the Construction Manager must achieve Final Completion as described in Article 18 The Owner shall subject to its rights set forth above in this Article make final payment of all sums due the Construction Manager within thirty 30 calendar days from the Architect s execution of
a

final

approval for payment

ARTICLE 8 PERSONNEL SUBCONTRACTORS AND SUPPLIERS
8 1

One of the criteria that were used to select the Construction Manager to perform the work under this contract was based on the proposed personnel to be assigned to the Project The Construction Manager shall promptly inform the Owner in writing of any proposed replacements before the replacements are made along with the reasons for and the names and qualifications of

proposed replacements The Owner shall have the right replacement
8 2

to

reject

any

proposed

The Construction Manager shall not enter into any agreement with any Subcontractor or Supplier to which the Owner raises a reasonable timely objection and shall promptly inform the Owner in writing of any proposed replacements the reasons therefor and the name s and qualification s of

proposed replacements before the replacements have the right to reject any proposed replacement
8 3

are

made

The Owner shall

The Owner shall prepare and submit to the Construction Manager a list of Owner s Consultants including the name and general duties for each consultant retained by the Owner to provide services with respect to the Project The Owner reserves the right to engage any other consultants who it may deem necessary The Construction Manager shall staff the Project with qualified and designated individuals and entities responsible for its obligations and performance

4 8

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4 8 1

The

Construction Manager s Representative communication contact with the Architect

will

serve

as

its

primary

4 8 2

The Construction Manager shall employ persons skilled in the tasks assigned to them and shall contract with subcontractors and suppliers skilled in the tasks assigned to them and capable of working harmoniously with all trades crafts and other individuals on the Project The Construction Manager shall use its best efforts to minimize the likelihood of any strike work stoppage or other labor disturbance The Construction Manager shall immediately remove from the Site for the duration of the Project any person making an inappropriate religious racial sexual or ethnic comment statement or gesture toward any other individual The Construction Manager shall immediately duration of the Project any person who is working in harmony The Construction omissions of its
remove

4 8 3

4 84

from the Site

for the
or

incompetent

careless

not

4 8 5

Manager
agents

shall be
and

responsible to the Owner for the acts and employees consultants subcontractors and

suppliers
4 8 6

The Construction

consumption

of foods to

and insects in the
4 8 7

Manager shall make every effort to designated areas to avoid the building

limit the eating and infiltration of rodents

Once the Roofing Work has been completed the Construction Manager shall limit smoking to areas outside the building Smoking inside the building once the roofing is completed will be prohibited If anyone is caught smoking inside the building after the roofing is completed they may be asked to leave the

premises

removal of the
8 5

Repeated violations under this clause will offending personnel from the Project

be

cause

for permanent

Construction Manager shall enter into written contracts with its subcontractors and suppliers and those written contracts shall be consistent with this Contract for General Construction Management Services It is the intent of the Owner and the Construction Manager that the obligations of the Construction Manager s subcontractors and suppliers inure to the benefit of the Owner and the Construction Manager and that the Owner be a third party beneficiary of the Construction Manager s agreements with its subcontractors
and

The

suppliers

8 5 1

The Construction Manager shall make available to each subcontractor and supplier prior to the execution of written contracts with any of them a copy of the pertinent portions of this Contract for General Construction Management Services including those portions of the Contract Documents to which the subcontractor or supplier will be bound and shall require that each subcontractor and supplier shall similarly make copies of applicable parts of such documents available to its respective subcontractors and suppliers The

8

Construction

Manager

shall

include

in

its

written

contracts

with

its

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subcontractors and suppliers a provision which contains the acknowledgment and agreement of the subcontractor or supplier that it has received and reviewed the applicable terms conditions and requirements of this Contract for General Construction Management Services that are included by reference in its written contract with the Construction Manager and that it will abide by those terms conditions and requirements
8 5 3

The Construction Manager s written contracts with its subcontractors and suppliers shall preserve and protect the rights of the Owner and include the acknowledgment and agreement of each subcontractor or supplier that the Owner is a third party beneficiary of the contract The Construction Manager s agreements with its subcontractors and suppliers shall require that in the event of default under or termination of this Contract for General Construction Management Services and upon request of the Owner the Construction

Manager s subcontractors
8 6

and

suppliers

will

perform services for

the Owner

The Construction Manager shall promptly resolve claims disputes and disputes over assignment of Project tasks subcontractors and suppliers ARTICLE 9

complaints labor by and among its

CONSTRUCTION SCHEDULE
9 1

The Construction Manager shall commence construction of the scope of the Project within ten 10 days after receipt of the Notice to Proceed The Construction Manager shall accomplish Substantial Completion of the scope of the Project within 730 calendar days following the date of the Notice to Proceed The Construction Manager shall accomplish Final Completion of the scope of the Project thirty 30 days after the date of Substantial Completion as indicated in Article 9 2 above The Construction Manager shall within fourteen 14 calendar days following receipt of the Notice to Proceed submit to the Owner an Interim Project Construction Schedule as defined in the Project Specifications in Critical Path Method format or CPM for his construction erection scope of Project for the first 90 days of the Project compatible in Primavera or MS Project format The Owner will review the Construction Manager s Interim Project Construction Schedule to determine if it meets the specific requirements of the Provisional Project Schedule which is defined in Exhibit B The Construction Manager shall within sixty 60 calendar days following the receipt of the Notice to Proceed submit to the Owner the Project Construction Schedule as defined in the Project Specifications in the same format indicated above The Owner will review the Construction Manager s Project Construction Schedule to determine if it meets the specific requirements of the Provisional Project Schedule The Construction Schedule shall include all timely completion of the Project

9 2

9 3

4 9

9 5

pertinent

dates and

periods for

9 5 1

The Construction Schedule shall include and properly coordinate dates for performance of all divisions of the work including completion of off Site requirements and tasks so that the work can be completed in a timely and

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orderly
9 5 2

fashion consistent with the

required

dates of Substantial

Completion

and Final

Completion

The Construction Schedule shall include the Date of the Notice to Proceed the date of Substantial Completion and the date of Final Completion any guideline and milestone dates required by the Owner any applicable subcontractor and

sub schedules a submittal schedule which allows sufficient time for review of documents and submittals the complete sequence of construction by activity with dates for beginning and completion of each element of construction and required approval dates

supplier

9 5 3

the Construction Schedule the Owner and Architect do not of the Construction Manager s responsibility that the Construction any Schedule be coordinated or complete or for timely and orderly completion by the required dates of Substantial Completion Final Completion and any

By reviewing

assume

milestone dates
9 4 5

required by the Owner

The Construction Manager shall review on a weekly basis the actual status of the Project against the Construction Schedule The Construction Manager shall discuss the status of the Project overall management may be provided

weekly

with the Architect

so

that proper

9 6

If at any time the Construction Manager anticipates that performance of the work will be delayed or in fact has been delayed the Construction Manager shall immediately notify the Architect of the probable cause of and effect from the

delay and possible alternatives to minimize the delay and take all corrective actions reasonably necessary to deliver the Project by the required dates of Substantial Completion and Final Completion and other milestone dates required by the Owner
9 7

The Construction Manager shall determine and promptly notify the Architect in writing when it believes adjustments to the required dates of Substantial Completion or Final Completion or other milestone dates required by the Owner are necessary but no such adjustments shall be effective unless approved in writing by the Owner The Construction Manager may attempt to achieve Substantial Completion before the required date of Substantial Completion However such planned early completion shall be for the Construction Manager s sole convenience and shall not create any additional Construction Manager rights or Owner obligations under this Contract for General Construction Management Services nor shall it change the required dates of Substantial Completion or Final Completion The Owner shall not pay the Construction Manager any

9 8

compensation for achievement of Substantial Completion or Final Completion prior to the required dates nor will the Owner owe the Construction Manager any compensation should the Owner cause the Construction Manager not to achieve Substantial Completion earlier than the required date of Substantial Completion or Final Completion earlier than the required date of Final Completion
9 9

additional

The Construction Manager may propose modifications to the required dates of Substantial Completion or Final Completion The Owner may but is not required to accept the Construction Manager s proposal Modifications to the or Final Completion shall be required dates of Substantial Completion accomplished only by duly authorized and accepted change order stating the

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new dates and confirmation that all references in this Contract for General Construction Management Services to the required dates of Substantial Completion or Final Completion shall thereafter refer to the dates as modified and all rights and obligations including the Construction Manager s liability for actual damages delay damages and liquidated damages shall be determined in relation to the dates as modified

9 10

The Construction Manager shall provide documents to the Architect for review in accordance with the schedule requirements and with sufficient lead time to allow the Architects reasonable time for review

ARTICLE 10 BONDS
10 1

The Construction Manager shall provide payment and performance bonds The amount of the premiums for such bonds shall be included in the Construction Price Each bond shall
Be in
a

10 1 1

form

approved by the Owner
terms of this Contract For General Construction

10 1 2

Incorporate by reference the Management Services

10 1 3

Be executed by a company certified by the Secretary of the United States Department of Treasury pursuant to the Act of July 30 1947 61 Stat 646 as amended 6 U S C 6 13 Be executed of Georgia

10

4 1

by

a

company licensed and authorized to do business in the state
that the persons

10 1 5

Be accompanied by a power of attorney the bond have the authority to do so
The Construction

certifying

executing

10 2

attorney
10 3

to the Owner

Manager shall deliver any required bonds prior to commencement of the work
the bonds must be

and powers of

The

bonding company that issues Surety Association of America SAA

registered with The

ARTICLE 11

CONSTRUCTION MANAGER S DUTIES OBLIGATIONS AND RESPONSIBILITIES
11 1

The Construction Manager shall perform and complete its obligations under this Contract for General Construction Management Services using its best skill and attention and covenants with the Owner to furnish management

supervision coordination labor and services which expeditiously economically and properly completes the work in the manner most consistent with the Owner s interests and objectives which comply with the Contract Documents and this Contract for General Construction Management Services and in accordance with the highest standards currently practiced by persons and entities performing or providing management supervision coordination labor and services on projects similar in size complexity and cost to this Project
11 1 1

The Construction Manager shall not be required to provide Architectural services which constitute the practice of architecture or engineering

1 7 of 73

11 1 2

All services rendered
or

by the Construction Manager for the Project shall be under the immediate supervision of persons possessing performed by expertise in the discipline of the service being rendered

11 1 3

The Construction Manager shall cooperate and communicate with the Owner and all other persons or entities as required for satisfactory completion of the

Project
11 1 4

The Construction Manager understands and acknowledges that the Project referred to in this Contract for General Construction Management Services may be only part of the Project and that the Project may include the construction of other structures or other construction activities on the same Site The Construction Manager shall conduct all its activities so as not to interfere with the construction of or operations within or from other structures on the Site

11 1 5

Construction Manager shall not damage endanger compromise or destroy any part of the Project or the Site including by way of example and not limitation work being performed by others on the Site monuments stakes benchmarks and other survey points utility services and existing features or structures on the Site Should the Construction Manager damage compromise or destroy any part of the Project or the Site the Construction Manager shall be and exclusively responsible for and bear all costs associated therewith for fully any repairs required to bring the condition back to the original state prior to when the damage occurred
The Construction

The

11 2

Manager

shall

11 2 1

with all applicable laws statutes building codes rules regulations and lawful orders of all governmental public authorities and agencies having jurisdiction over the Project

Comply

11 2 2

Prepare and file documents required to obtain and shall obtain all necessary approvals and permits including building permits of all governmental authorities having jurisdiction over the Project
Give all notices

11 2 3

required

of it

by governmental

authorities

relating

to the

Project
11 3

Safety shall be a prime concern of the Construction Manager at all times The Construction Manager shall be solely responsible for and have control over the means methods techniques sequences and procedures for coordinating and constructing the Project including Site safety and safety precautions and
programs The Construction detailed records of The Construction

11 3 1

Manager shall concurrently with performance safety related activities on the Site

maintain

4 11

Manager shall maintain at the Site one copy of all drawings specifications addenda approved shop drawings change orders submittals and other modifications in good order and accurately marked depicting all changes as they occur during construction The as built drawings shall be

18 of 73

available at all times to the Owner the Architect the Owner s Representative Owner s Consultants and quality control and testing agency personnel The drawings shall be neatly and clearly marked in color during construction to record all variations made during construction and the Construction Manager shall include such supplementary notes and details necessary to clearly and

accurately represent
11 5 11 5 1

as

built construction
shall not

The Construction

Manager

by

any

means

Induce any person or entity employed in the construction of the Project to up any part of the compensation to which that person or entity is entitled

give

11 5 2

Confer on any governmental public official having any authority or influence over the Project any payment loan subscription advance deposit of money services or anything of value present or promised
Offer
or kick backs in connection with the Project from or entity including any of its trade contractors subcontractors consultants suppliers or manufacturers of Project goods and materials

11 5 3

nor

accept any bribes

to any individual or

11

4 5

Without the express written permission of the Owner call for or by exclusion require or recommend the use of any subcontractor consultant product material equipment system process or procedure in which the Construction Manager has a direct or indirect proprietary interest
The Construction
to

11 6

Manager shall develop and implement a quality management insure quality construction Unless otherwise specified in this program Contract for General Construction Management Services the Owner shall select the quality control and testing agencies and pay for the cost of specified measures and tests required by the Contract Documents The Construction shall coordinate all tests and inspections required by the Contract Manager Documents and the Construction Manager shall arrange for tests and inspections to be conducted as necessary to avoid any interference with the progress of work No claims for extension of time or extra costs will be allowed
re

on account of any testing retesting inspection work when defective or deficient work is found

inspection

or

rejection of

11 7

The Construction Manager shall immediately notify the Architect both orally and in writing of the nature and details of all incidents which may adversely affect the quality or progress of the work including but not limited to union jurisdictional disputes accidents delays damages to work and other significant
occurrences

11 8

The Construction and in

Manager shall immediately notify the Architect both orally writing of the presence and location of any physical evidence of or information regarding environmental contamination on the Site including but not limited to Hazardous Substances and petroleum releases of which it becomes or reasonably should have become aware If the Construction Manager encounters environmental contamination including but not limited to Hazardous Substances and petroleum releases the Construction Manager shall immediately stop performance of work or that portion of the work affected

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by

or

affecting

such contamination

secure

the contaminated
not

area or

against

intrusion

not disturb or remove the contamination

proceed

subcontractor or supplier to proceed with any work or area affected by such contamination until directed to do so by the Architect and take any other steps necessary to protect life and health
11 9

allow any other activities in the

The Construction Manager shall perform the work operations of the Owner on the Site

so as not to

interrupt any

11 9 1

The Construction Manager understands and acknowledges that the Owner may need access to or use of certain areas of the Site or Project prior to the Construction Manager s achievement of Substantial Completion and that such occupancy
access or use

shall not constitute the Owner

s

acceptance of any

Project
11 9 2

The Construction Manager shall not enter any Owner occupied area of the Site or Project unless first approved and scheduled by the Owner The Construction Manager understands and acknowledges that the Owner may incur damages if the Owner s operations on the Site are interrupted or impaired as a result of the work The Construction Manager shall afford the Owner s own forces and other consultants trade contractors subcontractors and suppliers access to the Site for performance of their activities and shall connect and coordinate its construction and operations with theirs as required by the Contract Documents The Construction Manager shall through the Architect schedule and coordinate all equipment and systems start ups within its scope of the Project The Construction Manager shall maintenance manuals and other twenty eight 28 calendar days

11 9 3

11 10

11 10 1

provide the Owner with operation and operational documentation not less than prior to the required date of Substantial to allow adequate time for training prior to commissioning and the Completion Owner s occupancy of the Project

11 10 2

The Construction twenty eight 28

shall meet with the Owner s personnel not less than calendar days prior to the required date of Substantial Completion to familiarize and train them with respect to maintenance and use of the Project The appropriate personnel will attend and assist with such familiarization and training

Manager

11 11

The Construction Manager shall resolve all Documents with the Architect

questions concerning

the Contract

11 12

The Construction Manager shall provide water gas and electrical services at the Site The Construction Manager shall be responsible for providing and paying for connections to extensions from and means of using these utilities The Construction Manager will pay utility company bills for water gas and electrical services which is required for the Project and which passes through the Owner s meters if any The Construction Manager shall pay for water gas and electrical services up to and including the date of Substantial Completion

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ARTICLE 12

GOODS PRODUCTS AND MATERIALS
12 1

The Construction Manager shall furnish and systems which

goods products materials equipment

12 1 1 12 1 2

Comply

with this Contract for General Construction

Management

Services

Conform to applicable specifications descriptions instructions
and

drawings

data

samples
new

12 1 3

Are

unless otherwise

specified

or

permitted

and

without apparent

damage
12
4 1

Are of quality strength durability capacity or appearance than that required by the Contract Documents Are free from defects and

equal

to or

higher

12 1 5 12 1 6

Are

beyond and in addition to those required by manufacturers or suppliers specifications where such additional items are required by the Contract
Documents
All goods products materials equipment and systems named or described in the Contract Documents and all others furnished as equal thereto shall unless specifically stated otherwise be furnished used installed employed and protected in strict compliance with the specifications recommendations and

12 2

of the manufacturer or supplier unless such specifications recommendations or instructions deviate from accepted construction practices or the Contract Documents in which case the Construction Manager shall so inform the Architect and shall proceed as directed by the Architect provided that there are no additional costs associated with the directives The Construction Manager shall coordinate all trade contracts and subcontracts to verify compatibility of goods products materials equipment and systems and the validity of all warranties and guarantees required by the Contract Documents
12 3

instructions

The Construction Manager shall inform the Owner of goods products materials equipment or systems which the Construction Manager knows or should have known are unsuitable or unavailable at the time of bid submission and claims relating to or arising out of claims that goods products materials

equipment or systems are unsuitable or unavailable shall not be entertained by the Owner unless the Construction Manager subcontractor or supplier notified the Owner in writing at the time of bid submission along with proposed alternatives Approval by the Architect of substitute goods products materials

equipment

or

systems does

not mean or
or

if such items should be defective

Construction

Manager

furnish

imply final acceptance by the Architect previously represented Should the any approved goods products materials
not as

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required by the require supplemental materials or installation procedures different from or in addition to those required for specified items the Construction Manager shall provide such at no increased cost to the Owner The Construction Manager shall coordinate the work of those subcontractors and suppliers whose work will be installed before and after the installation of any approved alternative or substitute so that there will be no conflicts or additional work required to be performed The Owner will not be responsible for any costs associated with the failure of the Construction Manager to coordinate the work
or

equipment
Contract

systems different from

or

in addition to those

Documents which

4 12

The Construction

Manager shall provide security for the Project until Final Completion including but not limited to security for its work in progress and for the goods products materials equipment systems construction machinery
work

tools devices and other items required used or to be used for its scope of the The Construction Manager shall be responsible for selecting the type of security that they choose to employ or use in connection with the Project ARTICLE 13 SUBMITTALS

13 1

The Construction Manager shall include a schedule for all anticipated submittals in the Schedule that they prepare in accordance with Article 9 The schedule shall include the submittals required by each section of the

specifications be in a format acceptable to the Architect and set forth specific dates for submission of the listed submittals The Construction Manager shall review and approve all submittals prior to submission to the Architect
13 2

The Construction Manager shall in timely fashion review approve if appropriate and forward submittals to the Architect for review and approval along with such detail and information as the Architect requires No part of the work requiring a submittal shall be fabricated or performed until such approval has been given The Architect is responsible to the Owner but not to the Construction Manager verify that the submittals conform to the design concept and functional requirements of the plans and specifications that the detailed design portrayed in shop drawings and proposed equipment and materials shown in submittals are of the quality specified and will function properly and that the submittals comply with the Contract for General Construction Management Services The Architect will review and approve reject or take other appropriate action on submittals such as shop drawings product data samples and proposed equal materials or equipment and requested substitutions within not more than fourteen 14 calendar days and will not approve any submittals unless such submittals conform with the Project design concept and this Contract for General Construction Management Services The Architect s review of submittals shall not constitute final acceptance of materials or equipment furnished or installed if such materials or equipment should be defective or not as represented by approved submittals or as otherwise required by the Contract Documents The Construction Manager remains responsible for details and accuracy for confirming and correlating all quantities and
to

13 3

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tl

dimensions for selecting fabrication processes and for performance of the work
4 13

for

techniques

of

assembly

If the Architect makes any changes to the approved submittals which will require a change in the contract amount the Construction Manager shall follow the change procedures required elsewhere in this agreement prior to

the work If the Architect does make a change on the approved submittals and if the Construction Manager proceeds with the work prior to receiving a change order to the Contract the Construction Manager waives their right to obtain further compensation for the change

performing

13 5

All work shall be

performed in accordance with approved submittals Approval of submittals by the Architect does not relieve the Construction Manager from complying with this Contract for General Construction Management Services including all plans and specifications except as changed by Change Order
ARTICLE 14

CONSTRUCTION MANAGER S QUALITY ASSURANCE
14 1

During the course of work the Construction Manager shall inspect and promptly reject any work which does not conform to the Contract Documents or which does not comply with any applicable law statute building code rule or regulation of any governmental public authorities and agencies having jurisdiction over the Project
The Construction Manager shall promptly correct or require the correction of all rejected work whether observed before or after Substantial Completion and whether or not fabricated installed or completed The Construction Manager shall be responsible for all costs of correcting such work including additional

14 1 1

testing
14 1 2

and necessitated

inspections and compensation by such correction Manager damaged work
shall be

for all services and

expenses

The Construction
or

responsible for the cost of correcting destroyed completed or partially completed of the Owner or other trade contractors or subcontractors caused by the Construction Manager s correction or removal of rejected work
whether

14 2

portion of the work has been concealed the Construction Manager shall if to do so by the Architect uncover the designated portion for observation and then replace it
a

If

notified

14 2 1

designated portion of the work was concealed contrary to the request of Architect or to requirements specifically expressed in the Contract Documents the Construction Manager shall receive no additional compensation for the costs of uncovering and replacement or modification of the Construction Schedule
the

If the

14 2 2

by

designated portion of the work was concealed prior to a specific request the Architect that it remain uncovered the Construction Manager shall receive additional compensation for the costs of uncovering and replacement

If the

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t

or modification of the Construction Schedule only if the designated the work was in conformance with the Contract Documents

portion of

ARTICLE 15 CHANGES TO THE PROJECT
15 1

The Construction Manager understands and agrees that this Contract for General Construction Management Services cannot be changed except as provided herein No act omission or course of dealing by the parties shall alter the requirement that modifications of this Contract for General Construction Management Services can be accomplished only by written documents signed by the parties
or more changes to the Project within the general scope of this Contract may be ordered by Change Order The Construction Manager shall proceed with any such changes and all changes shall be accomplished in strict accordance with the terms and conditions of Article 15

15 2

One

15 2 1

With respect to such requests for changes by the Construction Manager the Construction Manager shall prepare and submit change order request proposals to the Architect

15 2 2

The Construction Manager shall promptly review and requests submitted by the Architect

respond

to

change order

15 2 3

When requested to do so the Construction Manager shall prepare and submit to the Architect drawings specifications or other data in support of a change order request Each
of the

15

4 2

change order request proposal change

shall include time and monetary

impacts

15 3

The Owner will not be responsible for any change in the Project involving extra costs unless approval in writing is furnished by the Owner before such work begins The Architect does not have authority to order changes to the Project that involve changes in cost or time The Architect without the Owner s prior approval may authorize or direct the Construction Manager to make minor changes in the Project which are consistent with the intent of the Contract Documents and which do not involve a change in Project cost time for construction scope or approved design elements and the Construction Manager shall promptly carry out such changes Any such minor changes shall be implemented by written field order and executed by the Construction

Manager
15 3 1
or omission shall alter the requirement that change orders shall be in and signed by the Owner and that change orders are the exclusive method for effecting any adjustment to compensation or applicable schedules The Construction Manager understands and agrees on behalf of itself and its subcontractors and suppliers that neither compensation nor applicable

No act

writing

24 of 73

II

schedules
order 4 15

can

be

changed by implication

oral agreement

or

unwritten

change

The Owner may unilaterally direct the Construction Manager to implement changes in the Project so long as the work the Owner is requiring is not outside of the general scope of this Contract for General Construction Management Services and the Construction Manager upon written direction from the Owner shall proceed with such change
The Architect will administer and manage all change order requests and change orders and will prepare required drawings specifications and other

15 5

supporting data as necessary requests and change orders
15 6

in connection with minor

changes change order

Any change
determined

as

in the Contract Amount follows

resulting from

a

Change Order shall be

15 6 1

By mutual agreement between the Owner and the Construction Manager as evidenced by the change in the Contract Amount being set forth in the Change Order such change in the Contract Amount together with any conditions or
requirements
Construction
the

relating thereto being initialed by both parties and the Manager s execution of the Change Order If and to the extent

change involves work of one or more subcontractors the overhead and and the profit component for subcontractors shall be fifteen percent 15 overhead and profit component for the Construction Manager shall be seven of the amount allocable for subcontracted work If the change percent 7 involves only work of the Construction Manager the component for overhead and profit shall be fifteen percent 15
If
no

15 6 2

mutual agreement occurs between the Owner and the Construction Manager the change in the Contract Amount if any shall be derived by determining the reasonable actual costs incurred or savings achieved resulting from revisions to the Project Such reasonable actual costs or savings shall include a component for overhead and profit If and to the extent the change work of one or more subcontractors the overhead and profit and the overhead component for subcontractors shall be fifteen percent 15 and profit component for the Construction Manager shall be seven percent 7 of the amount allocable for subcontracted work If the change involves work of the Construction Manager the component for overhead and profit only shall be fifteen percent 15 Any such costs or savings shall be documented in the format and with such content and detail as the Architect requires involves

15 6 3

The overhead and profit for any change shall be applied to the net cost of the change after all applicable savings and credits have been applied The overhead and and insurance

15

4 6

profit component

for any

change

includes the cost of bonds

15 6 5

By the unit prices included in Exhibit H Payment for work provided by the unit prices will be compensated as described in the specifications

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15 7

With respect to all change order requests involving credit to the Owner or additional compensation to the Construction Manager the Construction Manager shall obtain the best possible price quotations from their subcontractors and suppliers they should review such quotations to ascertain whether they are reasonable prepare an itemized estimate together with

appropriate supporting data including reasonable expenditures by and savings to those performing the work involved in the proposed change and provide a reasonable price quotation to the Architect
15 7 1 If the Architect determines that the Construction Manager shall in

change order requests is unreasonable the writing justify the quotations or provide

additional back up to support the request If after review of the additional information the Architect determines that the quotation is unreasonable the Owner may require the Project be performed on a time and material basis

along
15 8

with the

applications

of the mark ups indicated in Article 15 6 2

Upon receipt of a field order or change order changes in the work shall be promptly performed All changes in the work shall be performed under applicable conditions of the Contract Documents
If there is a dispute that a change has occurred whether a change in the work will result in adjustment of compensation or applicable schedules or as to the amount of any adjustment of compensation or applicable schedules the

15 9

change shall be carried out if the Owner so directs The Construction Manager shall notify the Owner in writing prior to performance of the work which is the subject of the dispute and the party disputing the decision of the Owner recites the reasons for its dispute in the written notice Failure to notify the Owner in writing shall constitute a waiver of any claim resulting from the change
15 10 In the event
a

change
as

of

an

agreement

to cost

order request is approved by the Owner in the absence time or both the Architect will receive and

maintain all documentation pertaining thereto examine such documentation on the Owner s behalf take such other action as may be reasonably necessary or as the Owner may request and make a written recommendation to the Owner

concerning
Schedule
15 11

any

appropriate adjustment

in the Contract Amount

or

Construction

The execution of a Change Order by the Construction Manager shall constitute conclusive evidence of the Construction Manager s agreement to the ordered changes in the work this Contract as thus amended the Contract Amount and the time for performance by the Construction Manager The Construction
claim

Manager by executing the Change Order waives and forever releases any against the Owner for additional time or compensation for matters relating to or arising out of or resulting from the work included within or affected by the executed Change Order

15 12

The Construction
the Construction

Manager shall notify and obtain the consent and approval of Manager s Surety with reference to all Change Orders if such notice consent or approvals are required by the Owner the Architect and the Construction Manager s Surety or by law The Construction Manager s execution of the Change Order shall constitute the Construction Manager s

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1

warranty
such

to the Owner that the

Change Order

and that the

been notified of such

Surety has been notified of and consents to Surety shall be conclusively deemed to have Order and to have expressly consented thereto Change

ARTICLE 16 CLAIMS AND LIENS
16 1

The Construction Manager shall immediately notify Architect and the Owner both orally and in writing of the nature and details of any mechanics liens construction liens Construction Manager s trust fund claims or claims of any type made by anyone against the Owner the Owner s Representative the Architect the Construction Manager or any subcontractor or supplier of any of them or against the Project whether or not such claims arise from the Project The Construction Manager shall take all action necessary to obtain the prompt discharge of any liens or claims filed against the Project provided that the Owner has paid the Construction Manager for the work giving rise to the lien If any lien or claim filed against the Project is not discharged and released by the claimant the Construction Manager shall within a reasonable period of time but in no event more than fourteen 14 calendar days after request and at its

16 2

promptly obtain discharge and release of or indemnity for such lien If the by providing or filing as appropriate the requisite bond Construction Manager fails to have any such lien or claim discharged and released or fails to provide or file the requisite bond the Owner shall have the right to pay all sums necessary to obtain such a discharge and release and the Construction Manager shall bear all expenses incurred by the Owner in so doing
own or

cost

claim

16 3

Manager claims against the Owner shall be initiated by a written claim submitted to the Owner and the Architect Such claim shall be received by the Owner and the Architect no later than ten 10 calendar days after the event or the first appearance of the circumstances causing the claim and same shall set forth in detail all known facts and circumstances supporting the claim
The Construction Manager and the Owner shall continue their performance hereunder regardless of the existence of any claims submitted by the

All Construction

4 16

Construction Manager
16 5 In the event the Construction Manager seeks to make a claim for an increase in the Contract Amount as a condition precedent to any liability of the Owner the Construction Manager shall strictly comply with the requirements of Article 16 3 above and such claim shall be made by the Construction Manager before

proceeding to execute any additional or changed Work Failure of the condition precedent to occur shall constitute a waiver by the Construction Manager of any claim for additional compensation
16 6 In connection with any claim by the Construction Manager against the Owner compensation in excess of the Contract Amount any liability of the Owner

for

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for the Construction Manager s cost shall be strictly limited to direct cost incurred by the Construction Manager and shall in no event include indirect cost or consequential damages of the Construction Manager The Owner shall not be liable to the Construction Manager for claims of third parties including subcontractors unless and until liability of the Construction Manager has been established in a court of competent jurisdiction
16 7 In the event the Construction task which at the time of the

Manager should be delayed in performing any delay is then critical or which during the delay becomes critical as the sole result of any act or omission by the Owner or someone acting in the Owner s behalf or by Owner authorized Change Orders fire or other Acts of God the date for achieving Substantial Completion or as applicable final completion shall be appropriately adjusted by the Owner upon the written claim of the Construction Manager to the Owner and the Architect A task is critical within the meaning of this Article 16 7 if and only if said task is on the critical path of the Project schedule so that a delay in performing such task will delay the ultimate completion of the Project Any claim for an extension of time by the Construction Manager shall strictly comply with the requirements of Article 16 3 above If the Construction Manager fails to make such claim as required in this Article any claim for an extension of time shall be
waived

16 8

The

applicable final completion excepting bad weather which precludes access to the project site after the Project is enclosed or for normal bad weather The time for Substantial Completion as stated in the Contract includes an allowance for Working days Monday through Friday on which the Construction Manager agrees that he may expect to lose Working days due to bad weather in accordance with the following table on Work to be performed out of doors
or as

date

for

achieving Substantial Completion

will not be extended due to bad weather

January February
March

10

days

10 days 7 days 6
4

July August September
October November December

4

2
2

April May
June
At the time the

3

days days days

3
5

9

days days days days days days

Project

is enclosed if the total accumulated number of

Working

days lost due

to weather exceeds the total accumulated number derived from

the table above time for completion shall be extended by such excess No change in the Contract Amount will be authorized because of adjustment of contract time due to weather

ARTICLE 17 PROJECT ARCHITECT
17 1

The architect for this Project is Thompson Ventulett Stainback Associates Inc the Architect In the event the Owner should find it necessary or convenient to replace the Architect the Owner shall retain a replacement architect and the role of the replacement architect shall be the same as the role

28 of 73

f

of the Architect Unless otherwise directed by the Owner in writing the Architect will perform those duties and discharge those responsibilities allocated to the Architect in this Contract The duties obligations and responsibilities of the Architect shall include but are not limited to the

following
17 1 1

Unless otherwise directed by the Owner in writing the Architect shall act as the administrator of this Contract until final payment has been made to the extent expressly set forth in this Contract Unless otherwise directed by the Owner in writing the Owner Representative and the Construction Manager shall communicate with each other in the first instance through the Architect

17 1 2

17 1 3

When requested by the Construction Manager in writing the Architect shall render interpretations necessary for the proper execution or progress of the

Project
17
4 1

The Architect shall administer any required draft proposed Change Orders

changes

to the scope of work and

17 1 5

The Architect shall approve or respond otherwise as necessary concerning shop drawings or other submittals received from the Construction Manager The Architect shall be authorized to refuse to accept work which is defective or otherwise fails to comply with the requirements of this Contract If the Architect deems it appropriate the Architect shall be authorized to call for extra inspection or testing of the work for compliance with requirements of this Contract The Architect shall review the Construction Manager s Payment Requests and shall approve in writing those amounts which in the opinion of the Architect are properly owing to the Construction Manager as provided in this Contract The Architect shall upon written request from the Construction perform those inspections required in this Agreement

17 1 6

17 1 7

17 1 8

Manager

17 2

The duties obligations and responsibilities of the Construction Manager under this Contract for General Construction Management Services shall in no manner whatsoever be changed altered discharged released or satisfied by

duty obligation or responsibility of the Architect The Construction Manager is not a third party beneficiary of any contract by and between the Owner and the Architect It is expressly acknowledged and agreed that the duties of the Construction Manager to the Owner are independent of and are not diminished by any duties of the Architect to the Owner
any
17 2 1

The Architect will be the Owner s design representative during performance of the Project and will consult with and advise the Owner on all design and technical matters

29 of 73

17 2 2

The Architect will act as the initial interpreter of the requirements of this Contract for General Construction Management Services and as the Owner s advisor on claims The Architect will visit the Site with sufficient frequency for familiarization with the progress and quality of the work and to inspect the work to determine compliance of the work with this Contract for General Construction

17 3

Management Services including approved shop drawings and other submittals the Construction Schedule and applicable laws statutes building codes rules or regulations of all governmental public authorities and agencies having jurisdiction over the Project
4 17

The Architect may disapprove or reject work which does not comply with this Contract for General Construction Management Services including approved shop drawings and other submittals or applicable laws statutes building codes rules or regulations of any governmental public authorities and

agencies having jurisdiction
17 5

over

the

Project

The Architect will review and evaluate the results of all inspections tests and written reports required by this Contract for General Construction Management Services and by any governmental entity having jurisdiction over the Project The Architect will take appropriate action on test results including acceptance rejection requiring additional testing or corrective Project or such other action deemed appropriate by the Architect The Architect will promptly reject work which does not conform to and comply with testing requirements

17 6

The Architect may require inspection or testing of any work in addition to that required by this Contract for General Construction Management Services or governmental entities having jurisdiction over the Project when such additional inspections and testing is necessary or advisable whether or not such work is then fabricated installed or completed The Architect will take appropriate action on all such special testing and inspection reports including acceptance deemed

rejection requiring additional testing appropriate by the Architect

or

corrective work

or

such other action

17 7

when requested to do so in writing by the Construction and so as to cause no unnecessary delay render written or Manager promptly graphic interpretations and decisions necessary for the proper execution of the work The Architect s interpretations and decisions relating to artistic effect shall be final if not inconsistent with this Contract for General Construction Management Services review applications for payment including such information and schedules as the Contract requires to determine the amounts due to the Construction Manager and shall authorize payment to the Construction Manager in writing to the Owner After the Project is determined to be finally complete and the Architect determines that the Construction Manager has completed the Project the Architect will determine whether the Construction Manager is entitled to final payment and if so will so certify to the Owner in writing The

The Architect will

17 8

Architect

will

accompanying

data

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ARTICLE 18 SUBSTANTIAL AND FINAL COMPLETION
18 1

Substantial Completion of the Project shall be defined to have occurred when a Certificate of Substantial Completion has been issued by the Architect and the required documentation has been produced
When the Construction Manager believes that the Project is substantially complete the Construction Manager shall notify the Architect that the Project is ready for a Substantial Completion Inspection Prior to the Substantial Completion Inspection the Construction prepare and furnish to the Architect a letter requesting Completion Inspection which at a minimum must

18 2

18 3

Manager
a

shall

Substantial

18 3 1

Provide a blank line for entry of the date of Substantial Completion The date of Substantial Completion will fix the commencement date of warranties and guaranties and allocate between the Owner and the Construction Manager responsibility for security utilities damage to the work and insurance
Include a list of items to be completed or corrected and state the time within which the listed items will be completed or corrected along with the cost to complete each item Provide signature lines for the Owner Architect
the Construction

18 3 2

18 3 3

Manager and the

4 18

Upon receipt of notification from the Construction Manager the Architect will with the Owner s Representative their Consultants and the Construction Manager on a date for inspection of the Project to determine whether the Project is substantially complete
coordinate

18 5

During the inspection to determine whether the Project is substantially complete the Architect will Inspect
Provide the
a

18 5 1 18 5 2
18 5 3

Project
completed
with
or

list of items to be
in

corrected

Determine Substantial
If the

consultation Completion of the

Project

the Owner s has occurred

Representative

whether

18 6

Project is determined not to be substantially complete the Construction Manager shall continue working until the Project is substantially complete and the inspection process shall be repeated at no additional cost to the Owner until the Project is determined to be substantially complete
prior to the required date of Substantial Completion the Construction Manager shall deliver to the Architect keys permits the certificate of occupancy and other necessary and customary documents and items required for the Owner s occupancy and use of the Project for its intended purpose The
or

18 7

On

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Architect will obtain and review Substantial Completion documentation and items and will inform the Construction Manager of any deficiencies
18 8

When the Owner the Construction Manager and the Architect agree that the Project is substantially complete and the Construction Manager has produced the required Substantial Completion documentation they shall sign the Certificate of Substantial Completion stating that the Project is substantially complete and establishing the actual date of Substantial Completion The Certificate of Substantial Completion shall also include a list of and timeline for the completion of the items needing completion and correction

18 9

Completion of the Project shall be deemed to have occurred when the Project passes a Final Completion Inspection and when the Construction Manager has produced all required close out documentation and items Final Completion shall not be deemed to have occurred and no final payment shall be due the Construction Manager or any of its subcontractors or suppliers until the Project has passed the Final Completion Inspection and all required Final Completion close out documentation and items have been submitted to the Architect by the Construction Manager
When the Construction Manager believes that the Project is finally complete the Construction Manager shall notify the Architect that the Project is ready for a Final Completion Inspection

Final

18 10

18 11

Upon receipt of such notification from the Construction Manager the Architect will coordinate with the Owner s Representative and the Construction Manager
and schedule a date for Project is finally complete

inspection

of the

Project

to determine whether the

18 12

At the Final Completion Inspection to determine whether the complete the Architect will

Project is finally

18 12 1 18 12 2

Inspect

the

Project
of

Determine whether all items on the list included with the Certificate Substantial Completion have been satisfactorily completed and corrected

18 12 3

Determine whether the completed Project complies with this Contract for General Construction Management Services and all applicable laws statutes building codes rules or regulations of all governmental public authorities and

agencies having jurisdiction
18
4 12

over

the

Project

The Architect shall determine whether the required inspections and approvals by the local building officials having jurisdiction over the Project have been

satisfactorily completed Representative whether
18 13

and the

Project

determine in consultation with the Owner is finally complete

s

If the Project is not finally complete the Construction Manager shall continue to work to complete the Project and the inspection process shall be repeated at no additional cost to the Owner until the Project is finally complete

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I

18 14

On or prior to the date of Final Completion the Construction Manager shall deliver to the Architect the following Final Completion close out documentation and items
All

18 14 1

operating maintenance and instruction manuals not previously produced during Substantial Completion and required maintenance stocks
Two 2 sets of
as

18 14 2 18 14 3

built

drawings

and

markups

Certification

and affidavit that all insurance required of the Construction Manager beyond final payment if any is in effect and will not be canceled or allowed to expire without notice to the Owner Written consent of the surety to release final payment Full final and unconditional waivers of mechanics or construction liens releases of Construction Manager s trust fund or similar claims and release of security interests or encumbrances on the Project property from each contractor subcontractor supplier or other person or entity who has or might have a claim against the Owner or the Owner s property
Full final and unconditional certification and affidavit that all of the Construction

18

4 14

18 14 5

18 14 6

Manager s obligations to contractors subcontractors suppliers parties for payment for labor materials or equipment related have been paid or otherwise satisfied
18 14 7

and other third
to the

Project

All written warranties and guarantees relating to the labor goods products materials equipment and systems incorporated into the Project endorsed countersigned and assigned as necessary
All

18 14 8

affidavits releases bonds waivers necessary for final close out of Project

permits

and

other

documents

18 14 9

A list of any items due but unable to be delivered and the

reason

for

non

delivery
18 14 10

Any other documents reasonably and customarily required required herein for full and final close out of the Project

or

expressly

18 15

The Architect will review and determine the sufficiency of all Final Completion close out documentation and items required for Final Completion which are submitted by the Construction Manager and will immediately inform the

Construction Manager about any deficiencies and omissions
ARTICLE 19

CONSTRUCTION MANAGER S WARRANTIES AND GUARANTEES
19 1

In addition to the warranties and guarantees set forth elsewhere in this Contract for General Construction Management Services the Construction Manager upon request by the Owner or the Architect shall promptly correct all

33 of 73

11

I

failures or defects in the Project for date of Substantial Completion 19 1 1 The Construction

a

period

of

one

1

year after the actual

Manager shall schedule coordinate and participate in a walk through inspection of the Project one month prior to the expiration of the one and shall notify the Owner s Representative the year warranty period Architect and any required subcontractors and suppliers of the date of and request their participation in the walk through inspection The purpose of the walk through inspection will be to determine if there are any defects or failures
which

require correction

19 1 2

Should the Construction Manager fail to promptly correct any failure or defect the Owner may take whatever actions it deems necessary to remedy the failure or defect and the Construction shall promptly reimburse the Owner for Manager any expenses or damages it incurs as a result of the Construction Manager s failure to correct the failure or defect
In addition to the warranties and guarantees set forth elsewhere herein Construction Manager expressly warrants and guarantees to the Owner

19 2

the

19 2 1

That the work
statutes

complies with the Contract Documents and all applicable laws building codes rules and regulations of all governmental public authorities and agencies having jurisdiction over the Project equipment and systems incorporated into applicable specifications descriptions instructions drawings data and samples and shall be and are new unless otherwise specified or permitted and without apparent damage or defect of quality equal to or higher than that required by the Contract Documents
That all management supervision labor and services required for the Project shall comply with this Contract for General Construction Management Services and shall be and are performed in a good workmanlike manner

19 2 2

That all goods products the Project conform to

materials

19 2 3

19 3

Manager shall require that all of its subcontractors and written warranties and guarantees to the Owner and the suppliers provide Construction Manager in a form identical to the warranties and guarantees required in the Contract for General Construction Management Services including the warranties and guarantees required in this Article Standard warranties and guarantees provided by the material or product manufacturer will be acceptable provided that they comply with the requirements in Article 19
The warranties and guarantees required in this Article shall be in addition to all other warranties express implied or statutory and shall survive the Owner s payment acceptance inspection of or failure to inspect the Project and review of the Contract Documents

The Construction

4 19

19 5

Nothing contained in Article 19 1 shall be construed to establish a period of limitation with respect to the Construction Manager s obligations under this Contract for General Construction Management Services Paragraph 19 1

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relates only to the Construction Manager s specific obligations with respect to the Project and has no relationship to the time within which the Construction Manager s contractual obligations under this Contract for General Construction Management Services may be enforced nor to the time within which proceedings may be commenced to establish the Construction Manager s liability with respect to any contractual obligations pursuant to Article 19 10r contained elsewhere herein
19 6

Unless otherwise specified all of the Construction Manager s warranty and guaranty obligations including the time periods for all written warranties and guarantees of specifically designated equipment required by the Construction Documents shall begin
on

the actual date of Substantial

Completion

ARTICLE 20 OWNER S DUTIES OBLIGATIONS AND RESPONSIBILITIES
20 1

The Owner shall timely compensate the Construction Manager in accordance with this Contract for General Construction Management Services Unless otherwise required to be provided by the Construction scope of services the Owner shall secure and pay for all Project

20 2

Manager testing

in its

20 3

The Owner shall review documents prepared by the Construction Manager in a timely manner and in accordance with schedule requirements Review by the Owner shall be solely for the purpose of determining whether such documents are generally consistent with the Owner s intent No review of such documents shall relieve the Construction Manager of any of its responsibilities The Owner shall not have control
or charge of construction means methods sequences or procedures or for safety precautions and programs in connection with the Project nor shall the Construction Manager for any of the foregoing purposes be deemed the agent of the Owner

4 20

techniques

20 5

The Owner upon reasonable written request shall furnish to the Construction Manager in writing statements of the record legal title to the Site on which the Project is located and the Owner s interest therein at the time of execution of this Contract for General Construction Management Services and the Owner s financial capacity to pay for the Project subject to such reasonable

confidentiality requirements
20 6
If

that the Owner may

impose

required for the Project the Owner shall furnish a certified land survey of the giving as applicable grades and lines of streets alleys pavements and adjoining property rights of way restrictions easements encroachments zoning deed restrictions boundaries and contours of the site locations dimensions and data pertaining to existing buildings other improvements and trees and full information concerning available service and utility lines both public and private above and below grade including inverts and depths
site

20 7

The Owner shall pay for the services of a soils when such services are deemed necessary

Representative

to

provide reports

test

engineer or other consultants by the Architect or Owner s borings test pits soil bearing values

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tests and other necessary

pollution tests ground corrosion and resistivity operations for determining subsoil air and water conditions with appropriate Architect interpretations thereof This does not relieve the Construction Manager of the responsibility for providing the testing required in the Contract Documents
tests

percolation

air and water

20 8

The Owner shall pay for structural mechanical chemical and other laboratory tests inspections and reports as required by law that are not otherwise called for in this Agreement

20 9

The Owner shall furnish such legal accounting and insurance counseling services as the Owner may deem necessary for the Project and such auditing services as may be required to ascertain how or for what purposes the Construction Manager has used the moneys paid to it under the Construction Contract
All services

20 10

information surveys and reports required of the Owner shall be furnished at the Owner s expense and the Construction Manager shall be entitled to rely upon their accuracy and completeness
The Owner shall furnish information and for orderly progress of the work

20 11

approvals required

of it

expeditiously

20 12

If it is customary for the Construction Manager to obtain any permits and or licenses the Owner shall pay for and the Construction Manager shall request expedite and obtain all necessary permits licenses approvals easements assessments and charges required for the construction use or occupancy of permanent structures or for permanent changes in any existing facilities If it is not customary for the Construction Manager to obtain any permits and or licenses then the Architect shall coordinate this on behalf of the Owner

20 13

The Owner shall provide the Construction Manager with all written and tangible material in its possession concerning conditions below ground at the Site
If the Project involves an existing structure the Owner shall provide the Construction Manager with all available as built drawings record drawings plans specifications and structure system information with respect to such
structure

20 14

20 15

The Owner will provide the Construction Manager with the Provisional Schedule of pertinent Project dates and key milestone dates in Exhibit B ARTICLE 21 LIQUIDATED DAMAGES

Project

21 1

The parties hereto mutually understand and agree that time is of the essence in the performance of this Contract for General Construction Management Services and that the Owner will incur damages if the Project is not completed on time The Construction Manager shall at all times carry out its duties and

responsibilities as expeditiously as possible and shall begin perform and complete its services so that the Project progresses in accordance with the

36 of 73

f

Construction Schedule the Project is substantially completed by the required date of Substantial Completion and the Project is finally complete by the date of Final Completion
21 2

The parties hereto mutually understand and agree that the Owner will sustain substantial monetary and other damages in the event of a failure or delay by the Construction Manager in the completion of the Project

21 2 1

Construction Manager inexcusably fails to achieve Substantial Completion by the required date of Substantial Completion as established and previously set forth in this Contract for General Construction Management Services the Construction Manager shall pay to the Owner as liquidated damages for delay and not as a penalty the daily amount of 3 000 00 for each and every day after the required date of Substantial Completion until Substantial Completion This liquidated damages provision shall apply and remain in full force and effect in the event that the Construction Manager is terminated by Owner for default and shall apply until Substantial Completion has been achieved by any completing Construction Manager
If the Construction Manager fails to achieve Final Completion by the required date of Final Completion as established and previously set forth in this Contract for General Construction Management Services the Construction Manager

If

the

21 2 2

shall pay to the Owner as liquidated damages for the delay and not as a penalty fifteen 15 percent of the daily amount stated above for failure to timely achieve Substantial Completion even if not actually imposed for each calendar day of unexcused delay in achieving Final Completion
21 3

If the Construction Manager is delayed at any time in the progress or performance of the Project by acts or omissions of the Owner or Architect major changes ordered by the Owner in the scope of Project or any other cause which the Owner determines may justify the compensation of the Construction Manager for the delay the Construction Manager s compensation shall be equitably adjusted to cover the Construction Manager s actual and direct increased costs attributable to such delay

21 4

Manager is delayed at any time in the progress or performance Project by acts or omissions of the Owner or Architect ordered by the Owner in the scope of Project fire unusual major changes delays in transportation adverse unusual weather conditions not reasonably anticipated by the Construction Manager unavoidable casualties causes beyond the Construction Manager s control which the Owner agrees in writing are justifiable or any other cause which the Owner determines may justify the delay the Construction Schedule shall be extended for a period equal to the length of such delay but only if such delay is not in any way caused by default or collusion on the part of the Construction Manager or by any cause which the Construction Manager could reasonably control or circumvent the Construction Manager would have otherwise been able to timely perform all of its obligations under this Contract for General Construction Management Services but for such delay and immediately but not later than seven 7 calendar days after the beginning of any such delay the Construction Manager gives notice of its delay claim to the Owner
of the

If the Construction

37 of 73

1

t

t

21 5

When the Owner believes that the date of Substantial Completion will be inexcusably delayed or that the Construction Manager will fail to achieve Final Completion by the date of Final Completion the Owner shall be entitled but not required to withhold from any amounts otherwise due the Construction Manager the daily amount specified for liquidated damages in this Article for each calendar day of the unexcused delay The total amount withheld for

liquidated damages is
21 5 1

not considered to be a cost

applied against

the GMP

If and when the Construction Manager overcomes the delay in timely achieving Substantial Completion or Final Completion or any part thereof for which the Owner has withheld payment the Owner shall promptly release to the Construction Manager those funds withheld but no longer applicable as

liquidated damages
21 5 2

Delay caused by labor disputes picketing employee boycotts or the like which directly or indirectly involves employees of the Construction Manager or its subcontractors and suppliers is not the responsibility of the Owner and will result in time extensions only if agreed to in writing by the Owner at the time
such events
no
occur and any such modifications to the schedule will be done at additional expense to the Owner

ARTICLE 22 CONCEALED AND UNFORESEEN CONDITIONS
22 1

Manager encounters concealed and unforeseen conditions unusual nature which affect the performance of the Project or the conditions vary from those indicated by the Contract Documents and such conditions are not ordinarily found to exist or differ materially from those generally recognized as inherent in Project of the character provided by the Construction Manager the Construction Manager shall promptly but in no event later than three 3 calendar days after first observance of the conditions notify the Architect before conditions are disturbed and give the Architect the opportunity to observe the condition in its undisturbed state
of
an

If the Construction

22 1 1

The conditions will be promptly investigated and if they differ substantially and cause a material increase or decrease in the Construction Manager s cost of or time required for performance of the work compensation or time for performance or both will be equitably adjusted
All

22 1 2

adjustments in compensation or extensions of time shall be by change order Change order requests must be made within fourteen 14 calendar days from the date of observation of the changed conditions
The Construction Manager s failure to notify the Architect as Article shall constitute a waiver of any claim arising out of or concealed or unknown condition ARTICLE 23 CONSTRUCTION MANAGER S RECORDS

22 2

provided in this relating to such

38 of 73

t

23 1

The Construction prepare furnished

Manager shall concurrently with performance of substantiating records regarding services rendered

its services

and

goods

23 2

The Construction Manager shall retain in its records copies of all written communications memoranda of verbal communications accounting records including original estimates and estimating sheets purchase orders and invoices job site notes daily logs reports notices all subcontract files

including proposals of successful and unsuccessful bidders change order including documentation covering negotiated settlements written policies and procedures records necessary to evaluate and verify direct and indirect costs including by way of example overhead allocations payroll records time sheets rental receipts fixed asset records and other documents such as plans specifications submittals correspondence minutes memoranda tape recordings videos accounting records documents reflecting the unit price of construction and other writings or things which document the work its design
files
its cost and its construction 23 2 1

The Construction Manager shall maintain substantiating records for seven 7 years after the date of Final Completion or for any longer period of time as may be required by law or good construction practice If the Construction Manager receives notification of a dispute or the commencement of litigation regarding the Project within this seven year period the Construction Manager shall continue to maintain all Project records until final resolution of the dispute or

litigation
23 2 2

The Construction Manager shall upon seven 7 days request from the Owner secure from its subcontractors and suppliers copies of the documents indicated in Article 23 2

23 2 3

Upon

records available

the request of the Owner the Construction Manager shall make its during normal business hours to the Owner its authorized

representative s or to any state federal or other regulatory authority Any such authority the Owner and its authorized representative s shall be entitled to inspect examine review and copy the Construction Manager s records at the copying party s reasonable expense within adequate Project space at the Construction Manager s facilities Failure by the Construction Manager to supply substantiating records from itself and its subcontractors and suppliers
upon the request of the Owner shall be reason to exclude the related costs from amounts which might otherwise be payable by the Owner pursuant to this

Contract for General Construction

Management Services

ARTICLE 24 PROPRIETARY DOCUMENTS AND CONFIDENTIALITY
24 1

All information documents and electronic media furnished

by the Owner to the Construction Manager belong to the Owner are considered proprietary and confidential are furnished solely for use on the Owner s Project shall be kept
confidential

by the Construction Manager and shall not be used by the Construction Manager on any other project or in connection with any other person or entity unless disclosure or use thereof in connection with any matter

39 of 73

f

other than services rendered to the Owner hereunder is specifically authorized in writing by the Owner in advance The Owner hereby grants to the

Construction Manager a limited license to use and reproduce applicable portions of the Contract Documents necessary for execution of the Project All copies made under this license shall bear the statutory copyright notice if any shown on the documents
24 2 All information

documents and electronic media prepared by or on behalf of the Construction Manager for the Project are the sole property of the Owner free of any retention rights of the Construction Manager The Construction

Manager hereby grants to the Owner an unconditional right to use for any purpose whatsoever any information documents or electronic media prepared by or on behalf of the Construction Manager for the Project free of any copyright claims trade secrets or other proprietary rights with respect to such documents
24 3

The Construction Manager shall not disclose any information it receives from the Owner to any other person or entity except to the extent necessary to allow it to perform its duties under this Contract for General Construction

Management Services
4 24

Because it is difficult to separate proprietary and confidential information from that which is not the Construction Manager shall instruct its employees and agents to regard all information which is not in the public domain as information which is proprietary and confidential distribution of documents to meet official regulatory for other required purposes in connection with the Project is requirements not to be construed as publication in derogation of the Owner s common law copyrights or other reserved rights
or or

24 5

Submission

ARTICLE 25 INSURANCE REQUIREMENTS
25 1

The Construction
D

Manager

shall

provide the Insurance

as

described in Exhibit

ARTICLE 26 OWNER S RIGHT TO STOP PROJECT
26 1

Manager fails or refuses to perform or fails to correct defective work as required or persistently fails to carry out the work in accordance with the Contract for General Construction Management Services the Owner may by written notice order the Construction Manager to cease and desist in performing the work or any portion of the work until the cause for the order has been eliminated to the satisfaction of the Owner Upon receipt of such instruction the Construction Manager shall immediately cease and desist as instructed by the Owner and shall not proceed further until the cause for the Owner s order has been corrected no longer exists or the Owner instructs that the work may resume

If the Construction

40 of 73

26 1 1

The Construction
or

Manager shall not be entitled to an adjustment in the time for the Contract Amount under this clause since such stoppages performance are considered to be the fault of the Construction Manager

26 1 2

The right of the Owner to stop work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Construction Manager or others
In the event the Owner issues instructions to cease and desist and in the further event that the Construction Manager fails and refuses with seven 7 calendar days to provide adequate assurance to the Owner that the cause of such instructions will be eliminated or corrected then the Owner shall have the right but not the obligation to carry out the work or any portion of the work with its own forces or with the forces of another Construction Manager and the Construction Manager shall be responsible for the cost of performing such work by the Owner

26 1 3

26

4 1

The

rights set forth herein are in addition to and without prejudice to any other rights or remedies the Owner may have against the Construction Manager
ARTICLE 27 TERMINATION OR SUSPENSION OF CONTRACT

27 1

The Owner may terminate this Contract for General Construction Management Services for cause if the Construction Manager materially breaches this Contract for General Construction Management Services by

27 1 1

Refusing failing Project

or

being

unable to

properly

manage

or

perform work

on

the

27 1 2

of workers

Refusing failing or being unable to supply the Project properly skilled workers proper materials

with sufficient numbers
or

maintain

applicable

schedules
27 1 3

Refusing failing suppliers

or

being

unable to make

prompt payment

to subcontractors or

27

4 1

Disregarding laws ordinances authority having jurisdiction over Refusing failing

rules regulations the Project

or

orders of any

public

27 1 5

or being unable to substantially perform in accordance with the of the Contract for General Construction Management Services as determined by the Owner or as otherwise defined elsewhere herein

terms

27 1 6

Refusing failing

or

being

unable to

substantially perform

in accordance with the

terms of any other 27 2

agreement between the Owner and Construction Manager

Upon the occurrence of any of the events described in Paragraph 27 1 the Owner may give written notice to the Construction Manager setting forth the nature of the default and requesting cure within seven 7 calendar days from

41 of 73

41

the date of the notice At any time thereafter if the Construction Manager fails to initiate the cure or if the Construction Manager fails to expeditiously continue such cure until complete the Owner may give written notice to the Construction other
27 2 1

Manager of immediate termination and rights or remedies may take any or

the Owner

without

prejudice

to any

all of the

following actions

Complete all or any part of the Project including supplying workers material and equipment which the Owner deems expedient to complete the Project
Contract with others to complete all or any part of the Project including supplying workers material and equipment which the Owner deems expedient to complete the Project
Take such other action
as

27 2 2

27 2 3 27
4 2

is necessary to correct such failure

Take possession of all materials tools construction equipment and on the Site owned or leased by the Construction Manager

machinery

27 2 5

Directly pay the compensation due
Finish the

Construction

Manager s

subcontractors

and

suppliers

to them from the Construction

Manager expedient

27 2 6 27 2 7

Project by whatever

method the Owner may deem

Require the Construction Manager to assign the Construction Manager s right title and interest in any or all of Construction Manager s subcontracts or orders to the Owner
If the Owner terminates the Contract for General Construction Management Services for cause and the Owner takes possession of all materials tools construction equipment and machinery on the Site owned or leased by the Construction Manager the Construction Manager s compensation shall be

27 3

increased by fair payment either by purchase or rental at the election of the Owner for any materials tools construction equipment and machinery items retained subject to the Owner s right to recover from the Construction Manager the Owner s damages resulting from the termination
4 27

If the Owner terminates this Contract for General Construction Management Services for cause and it is subsequently determined by a court of competent jurisdiction that such termination was without cause then in such event said termination shall be deemed a termination for convenience as set forth in

Paragraph
27 5

27 6

Construction Manager may terminate this Contract for General Construction Management Services for cause if the Owner materially breaches this Contract for General Construction Management Services by

The

27 5 1

Refusing failing or being unable Manager without just cause

to make

prompt payment

to the Construction

27 5 2

Disregarding laws ordinances rules regulations or orders of any public authority having jurisdiction over the Project or refusing failing or being unable

42 of 73

Tf

substantially perform in accordance with the terms of this Contract for General Construction Management Services or any other agreement between the Owner and the Construction Manager
27 5 3

to

Upon the occurrence of any of the events described in Paragraph 27 5 the Construction Manager may give written notice to the Owner setting forth the nature of the default and requesting cure within seven 7 calendar days from the date of notice If the Owner fails to cure the default within seven 7 calendar days the Construction Manager without prejudice to any rights or remedies may give written notice to the Owner of immediate termination
The Owner may at any time give written notice to the Construction Manager terminating this Contract for General Construction Management Services or suspending the Project in whole or in part for the Owner s convenience and without cause If the Owner suspends the Project for convenience the

27 6

Construction Manager shall immediately reduce its staff services outstanding commitments in order to minimize the cost of suspension
27 7

and

If this Contract For Construction is terminated by the Construction Manager pursuant to Paragraph 27 5 terminated by the Owner pursuant to Paragraph 27 6 or suspended more than three months by the Owner pursuant to

the Owner shall pay the Construction Manager specified actually performed prior to the effective termination date and reasonable costs associated with termination The Owner may agree to additional compensation if any due to the Construction Manager Absent agreement on the additional amount due the Construction Manager the Owner shall pay the Construction Manager

Paragraph

27 6

amounts due for work

27 7 1

Reasonable costs incurred in preparing to perform the terminated portion of the in terminating the Construction Manager s performance plus a fair and reasonable allowance for overhead and profit thereon such profit shall not include anticipated profit or consequential damages provided however that if it appears that the Construction Manager would not have profited or would have sustained a loss if the Project had been completed no profit shall be allowed or included and the amount of compensation shall be reduced to reflect the anticipated rates of loss if any

Project and

27 7 2

Reasonable costs of settling and paying claims arising out of the termination of subcontracts or supplier orders These costs shall not include amounts paid in accordance with other provisions hereof
If this Contract for General Construction Management Services is terminated by the Owner for cause pursuant to Paragraph 27 1 no further payment shall

27 8

be made to the Construction Manager until Final Completion of the Project At the Construction Manager shall be paid the remainder of the Contract Amount less all costs and damages incurred by the Owner as a result of the default of the Construction Manager including liquidated damages applicable thereto The Construction Manager shall additionally reimburse the Owner for any additional costs or expenses incurred
such time

43 of 73

it

27 9

Irrespective of the reason for termination or the party terminating the total sum paid to the Construction Manager shall not exceed the Contract Amount as properly adjusted reduced by the amount of payments previously made and penalties or deductions incurred pursuant to any other provision of this Contract for General Construction Management Services and shall in no event include duplication of payment

27 10

Irrespective of the reason for termination or the party terminating if this Contract for General Construction Management Services is terminated the Construction Manager shall unless notified otherwise by the Owner Immediately stop
work

27 10 1

27 10 2 27 10 3

Terminate outstanding orders and subcontracts Settle the liabilities and claims arising out of the termination of subcontracts and orders
Transfer title and deliver to the Owner such completed or partially completed work and if paid for by the Owner materials equipment parts fixtures information and such contract rights as the Construction Manager has
The

27

4 10

27 11

suspend the Project shall not give rise to a duty on the or the Construction Manager to exercise that right for the benefit of the Owner the Construction Manager or any other persons or

right

to terminate or

part of either the Owner

entities
27 12

If the Construction Manager fails to file a claim within one 1 year from the effective date of termination the Owner shall pay the Construction Manager only for services actually performed and expenses actually incurred prior to the

effective termination date ARTICLE 28 APPLICABLE LAW AND DISPUTE RESOLUTION
28 1

This Contract for General Construction
to be entered into in and shall be

Management Services shall be deemed interpreted under the laws of the state of

Georgia
28 2 28 2 1

Except
All

as

expressly prohibited by law

actions hereunder shall be conducted only in Georgia state court or federal court districts and having subject matter jurisdiction over the matter in controversy except that any final judgment may be enforced in other jurisdictions in any manner provided by law

legal Georgia

28 2 2

The choice of jurisdiction and venue described in the preceding paragraph shall be mandatory and not permissive in nature thereby precluding the possibility of litigation or trial in any jurisdiction or venue other than that specified herein

44 of 73

28 2 3

The parties waive any right to assert the doctrine of forum

non

conveniens

or to

object
28 3 In

to venue

to

dispute claim question or disagreement arising from or relating Project or arising out of this Contract for General Construction Management Services or the breach thereof the parties shall first attempt resolution through mutual discussion
case

of any

the

4 28

parties cannot resolve any dispute claim question or disagreement arising from or relating to the Project or arising out of this Contract for General Construction Management Services or the breach thereof through mutual discussion as a condition precedent to any litigation the parties shall in good faith participate in private non binding facilitative mediation seeking a just and equitable solution satisfactory to all parties
All

If the

4 28 1

with

parties to mediation shall promptly provide all other parties to the mediation copies of essential documentation relevant to the support or defense of the matter being mediated

4 28 2

The
90

parties shall not be required to mediate for a period greater than ninety calendar days unless otherwise agreed to in writing by the parties The parties shall share equally any administrative costs and fees of such proceedings but shall each be responsible for their own expenses otherwise
incurred

4 28 3

In the event that the statute of limitations would run during the required mediation period either party may institute litigation so as to avoid the running of such statute upon the condition that such party immediately seek a stay of such litigation pending the conclusion of the mediation period

4 28 4

During the course of mediation any party to the mediation injunctive relief from any court of competent jurisdiction until period expires or the dispute is otherwise resolved

may apply for the mediation

4 28 5

The Owner the Architect the Construction Manager and any other parties involved in any way in the design or construction of the Project are bound each to each other by this requirement to mediate prior to commencement of any litigation provided that they have signed this Contract for General Construction Management Services or an agreement that incorporates this Contract for General Construction Management Services by reference or signed any other agreement which binds them to mediate Each such party agrees that it may be joined as an additional party to a mediation involving other parties under any such agreement In the case where more than one mediation is begun under any such agreement and any party contends that the mediations are substantially related the mediations may be conducted by the mediator selected in the first mediation which was commenced

28 5

Neither party to this Contract for General Construction Management Services shall enter into any contract with regard to the Project which directly or indirectly gives the right to resolve any dispute with involving or affecting the

45 of 73

other to any other person or legal entity which is in conflict with the resolution procedures required by this Article
28 6

dispute

In case of a dispute relating to the Project or arising out of this Contract for General Construction Management Services no party to this Contract for General Construction Management Services shall be required to participate in or be bound by any arbitration proceedings

28 7

The Owner and the Construction
any

Manager agree that pending the resolution of dispute controversy or question the Owner and the Construction Manager shall each continue to perform their respective obligations without interruption or delay and the Construction Manager shall not stop or delay the performance of the Project
ARTICLE 29 DAMAGES AND REMEDIES

29 1

The Construction replace all goods

at its expense promptly correct repair or materials systems labor and services which do not comply with the warranties and guarantees set forth in this Contract for General Construction Management Services or any other applicable warranty

Manager products

shall

or

guarantee
Construction
or

29 2

Manager shall promptly reimburse the Owner for any expenses damages incurred by the Owner as a result of the Construction s failure to substantially perform the work in accordance with the Manager terms of this Contract for General Construction Management Services breach
of the warranties and guarantees set forth in this Contract for General Construction Management Services or any other applicable warranty or guarantee or other deficiencies or omissions of the Construction Manager

The

29 3

The Owner s selection of one or more remedies for breach of this Contract for General Construction Management Services contained herein shall not limit the Owner s right to invoke any other remedy available to the Owner under this

Contract for General Construction
4 29

Management

Services

or

by law

The Construction Manager shall not be entitled to and hereby waives any monetary claims for or damages arising from or related to lost profits lost business opportunities unabsorbed overhead or any indirect consequential

damages
29 5

The Owner is entitled to interest on all amounts due from the Construction Manager that remain unpaid thirty 30 days after the amount is deemed due whether as a result of a resolution of a dispute or otherwise Any such interest shall be calculated by the same method as set forth in Article 7 13 ARTICLE 30

MISCELLANEOUS PROVISIONS
30 1

This Contract for General Construction Management Services represents the entire and integrated agreement between the Owner and the Construction

46 of 73

Manager

and

supersedes

all

prior

negotiations

representations

or

agreements either written or oral for the Project This Contract for General Construction Management Services may be amended only by written instruments signed by both the Owner and the Construction Manager and is

subject
lenders
30 2

to such reasonable modifications as may be
or

required by the Owner s

insurers

If any provision of this Contract for General Construction Management Services or the application thereof is determined to be invalid or unenforceable the remainder of that provision and all other provisions shall remain valid and enforceable

30 3

of this Contract for General Construction Management Services be waived except by written agreement of the may parties A waiver of any provision on one occasion shall not be deemed a waiver of that provision on any subsequent occasion unless specifically stated in writing A waiver of any provision shall not affect or alter the remaining provisions of this Contract for General Construction Management Services

No

provision

4 30

No failure of the Owner to insist upon strict compliance by the Construction Manager with any provision of this Contract for General Construction Management Services shall operate to release discharge modify change or affect any of the Construction Manager s obligations
This Contract for General Construction Management Services shall inure solely parties hereto and their successors and assigns and except as otherwise specifically provided in this Contract for General Construction Management Services nothing contained in this Contract for General Construction Management Services is intended to or shall create a contractual relationship with or any rights or cause of action in favor of any third party against either the Owner or the Construction Manager
to the benefit of the

30 5

30 6

All

provisions

which contain
30 7

continuing obligations

of this Contract for General Construction Management Services shall survive its expiration or termination

prohibited by applicable law neither party shall assign any or all of or executory obligations under this Contract for General Management Services without the approval of the other party except in case of assignment solely for security or assignment by the Owner to a Related Party of the Owner or except as otherwise specifically provided for in this Contract for General Construction Management Services in case of default The Owner and the Construction Manager bind their successors and assigns to the other party to this Contract for General Construction Management Services
as

Except

benefits Construction

its

30 8

Upon the request of the Owner the Construction Manager shall execute documents required by the Owner s lender whereby the Construction Manager agrees that in the event of the Owner s default under or the termination of any construction loan agreement the Construction Manager will complete the services required by this Contract for General Construction Management Services under the terms and conditions contained herein so long as the lender

47 of 73

fulfills the obligations of the Owner toward the Construction Manager forth in this Contract for General Construction Management Services
30 9

as

set

The Owner and Construction Manager agree to endeavor to provide written notification and to negotiate in good faith prior to litigation concerning claims disputes and other matters in question arising out of or relating to this Agreement or the breach thereof

30 10

Nothing herein contained shall be construed to require the parties to provide written notifications or engage in negotiations prior to the institution of litigation nor to submit for alternative dispute resolution by a third party or parties any such claim dispute or other matter in question between the parties but the
parties may by mutual agreement submit any claim dispute or other matter at issue to arbitration or such other alternative dispute resolution procedure as may be mutually agreed upon between the parties

30 11

renderings photographs of renderings photographs of models photographs drawings announcements or other illustration or information of the Project are released for public information advertisement or publicity appropriate and proper credit for architectural and other services shall be given to the Architect and Owner respectively
The payment of any sums by the Owner shall not constitute a waiver of any claims for damages by the Owner for any breach of the Agreement by the Construction Manager
This

Whenever

30 12

30 13 30 14

Agreement shall be governed by

the laws of the State of

Georgia

U S A

Except where specifically stated otherwise all periods of time stated days shall be considered periods calculated in calendar days
The
the
or

in terms of

30 15

headings or captions within this Agreement shall be deemed set forth in presented for the purposes of reference only and shall not control otherwise affect the information set forth therein or interpretation thereof
manner

30 16

For the purpose of this Agreement unless the context clearly otherwise the singular includes the plural and the plural includes the

indicates

singular

30 17

This Agreement may be executed in any number of counterparts each of which shall be deemed an original and the counterparts shall constitute one and the same instrument which shall be sufficient evidence by anyone thereof ARTICLE 31 INDEMNIFICATION

31 1

Notwithstanding anything to the contrary contained herein the Construction Manager shall indemnify and hold harmless the Owner the Owner s Representative their agents and employees from and against all claims damages losses and expenses including but not limited to attorney s fees arising out of or resulting from the Construction Manager s performance or

48 of 73

failure to perform its obligations under this Agreement and any claim damage loss or expense attributable to bodily injury sickness disease or death or to injury to or destruction of personal and or real property including the loss of use resulting there from and caused by any negligent act or omission of the

Construction Manager anyone directly or indirectly employed by the Construction Manager or anyone for whose acts the Construction Manager Such obligation shall not be construed to negate abridge or may be liable otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Article
31 1 1

To the fullest extent permitted by law the Construction Manager for itself and for its subcontractors and suppliers and the respective agents employees and servants of each expressly waives any and all immunity or damage limitation provisions available to any agent employee or servant under any Workers or Workmen s compensation acts disability benefit acts or other employee benefit
acts to the extent such

statutory or case law would otherwise limit the amount the Owner or the Owner s Related Parties pursuant to the by indemnification provision contained in the paragraph above
recoverable

31 2

Except as otherwise set forth in this Agreement the Construction Manager the Architect the Owner s Representative and the Owner shall not be liable to each other for any delays in the performance of their respective obligations and responsibilities under this Agreement which arise from causes beyond their control and without their fault or negligence including but not limited to any of the following events or occurrences fire flood earthquake epidemic condition of unusual severity war and strikes The Owner shall atmospheric not be liable to the Construction Manager for acts or failures to act by the Architect
To the fullest extent permitted by law the Construction Manager shall defend protect hold harmless and indemnify the Owner the Owner s Representative and the other Owner Consultant s from and against any and all liability loss claims demands suits costs fees and expenses including actual fees and

31 3

consultants expenses of attorneys by expert witnesses and other whomsoever brought or alleged for infringement of patent rights copyrights or other intellectual property rights except with respect to designs processes or products of a particular manufacturer expressly required by the Owner or Architect in writing If the Construction Manager has reason to believe the use of a required design process or product is an infringement of a patent the

Construction information is

Manager shall promptly given to

be responsible the Owner

for

such

loss

unless

such

ARTICLE 32 CONSTRUCTION MANAGER S REVIEWS AND EVALUATIONS
32 1

The Construction Manager acknowledges its continuing duty to review and evaluate the Contract Documents during the performance of its services and shall immediately notify the Architect about any problems conflicts defects

deficiencies inconsistencies or omissions it discovers in or between the Contract Documents and variances it discovers between the Contract

49 of 73

Documents

and

applicable

laws

statutes

building

codes

rules

and

regulations
32 2

Manager performs any work which it knows involves recognized problem conflict defect deficiency inconsistency or omission

If the Construction

a

in

the Contract Documents or a variance between the Contract Documents and requirements of applicable laws statutes building codes rules and regulations without notifying the Architect and prior to receiving written authorization from the Architect to proceed the Construction Manager shall be responsible for the consequences of such
32 3

performance

The

drawings
the

are

notes thereon

Project

generally drawn to scale however the figured dimensions or shall govern Before ordering any materials or doing any Construction Manager and Subcontractors shall verify all

responsible for the correctness of same Any discrepancies shall be reported in writing to the Architect prior to proceeding with the work No extra charge or compensation will be considered
due to differences between actual measurements and dimensions indicated on drawings if such differences do not result in a change in the scope of work or if the Architect failed to receive written notice before the work was performed
4 32

measurements at the Site and shall be

Prior to signing this Contract for General Construction the Construction Manager has

Management Services

4 32 1

Visited the Site and become familiar with local conditions under which the Project is to be constructed and operated

4 32 2

on

Reviewed and familiarized itself with the Site survey and any existing structures the Site and gathered all other information necessary for a full understanding of the Project
Reviewed all available
as

4 32 3

built and record

drawings plans and specifications

if

applicable
4 32 4

Thoroughly inspected

the on site conditions including structures and other features to be modified or remodeled prior to submission of bid but in all events prior to signing this Contract for General Construction Management Services

32 5

Claims resulting from the Construction Manager s failure to familiarize itself with the Site or pertinent documents shall be deemed waived
ARTICLE 33

PROHIBITION AGAINST CONTINGENT FEES
33 1

The Construction Manager 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 he has not paid
or

agreed
a

than

to pay any person bona fide employee

company corporation individual or firm other working solely for him any fees commission

50 of 73

4

percentage gift
award
or

making

or other consideration of this Contract

contingent upon

or

resulting

from the

ARTICLE 34 EXHIBITS AND ATTACHMENTS
34 1

Attached hereto and incorporated herein as part of this Contract are Exhibit A Scope of Work Exhibit B Provisional Project Schedule Exhibit C Initial List of Drawings Specifications and Addendums Exhibit D Insurance Exhibit E Asbestos Statement of Declaration Exhibit F Non Collusion Affidavit and Exhibit G Authorization for Construction Exhibit H Unit Prices
ARTICLE 25 ENTIRE AGREEMENT

35 1

This

Agreement and its Exhibits and Attachments represent the entire and integrated agreement between the Owner and the Construction Manager and it all communications discussions supersedes prior negotiations understandings representations or agreements either written or oral This Agreement may be amended only by written instrument signed by both Owner and Construction Manager acknowledges acknowledges
that the

In witness whereof each individual executing this agreement he she it is authorized to execute this agreement and further execution of this agreement on the date signed below

51 of 73

w

Owner Auausta Georaia

Construction Manager R W Allen LLC

By

1

A U
Ao WI
2

s
Seal

Signature

Signature

Seal
tT

fll2dP I

DQ

1 fe 4

r L

Name

pefl

Ilq liP 11

I

s c
Name

L

A

C

At

i t
No PO Box

O

Title
1015 Broad Street

530 Greene Street

Street Address

Street Address

No PO Box

Augusta GA 30901

City

State

Zip

Augusta GA 30901 City State Zip
f

2Qo

Date of

Signature

Date of

Signature

52 of 73

f

Exhibit A

Scope
The scope of work includes the

of Work

following

General

The Construction Manager shall be required to use Constructware web based project management software with two 2 staff site access allotments provided by the Owner The Construction Manager shall be required to provide all submittals with the information necessary and in the format necessary to support LEED certification as outlined in the General Conditions

Provide Construction Management Services to construct the Event Center for the Owner including but not limited to
A
a

new

Trade

Exhibit and

Pre Construction Services

Design Development
i

Review

The Construction Manager shall actively and jointly participate with the Owner and the Architect in formation of the final Project design The Architect is required in accordance with schedule requirement to provide Design Development design drawings The Construction Manager shall promptly and in accordance with schedule requirements
1

ii

familiarize itself with the Design Development design drawings

2

analyze and evaluate design drawings and

the

constructability of the Design Development

3

analyze and evaluate the Design Development design drawings in regard to the completeness of intended bid categories conflicts or overlaps in the divisions of the Work design details affecting construction value engineering identification of long lead materials affecting the Construction Schedule availability of labor and other factors affecting construction

iii

The Construction

Manager and the Architect shall jointly schedule and attend regular meetings with the Owner to review and evaluate the Design Development design drawings

iv

The Construction Manager shall in accordance with schedule requirements notify the Architect in writing and assist the Architect with the resolution of all problems conflicts defects or deficiencies identified during the review and evaluation of the Design Development design drawings

v

Upon completion of the Design Development design drawings the CM and CIPM are required to prepare and submit an estimate of Total Project Construction Cost broken down by line items into major construction
disciplines
and systems

53 of 73

vi

The Construction Manager shall meeting to review the Design

participate in an estimate reconciliation Development estimate of Total Project

Construction Cost and promptly inform the Owner and the Architect of recommended adjustments if any The purpose of this meeting is to develop a reconciled estimate that all Team members agree with so that the design can continue to the next phase
b

Construction Documents Review
i

The Construction Manager is required in accordance with the schedule requirements to Review Construction Documents and other information

ii

The Construction Manager shall in accordance with schedule requirements review applicable Construction Schedule s the estimate of Total Project Construction Cost the cost of local utilities fees for permits and licenses any modifications necessitated by local conditions other information necessary for a full understanding of the Project and the review Construction Documents The Construction Manager shall
1

examine the review Construction Documents for detail consistency accuracy and completeness

clarity adequacy of

2

identify conflicts omissions or overlaps in the proposed divisions of the Work evaluate the completeness of intended bid categories and identify unusual design details affecting construction cost and schedules
apply established value the cost of the Project engineering principles
and

3

practices

to reduce

4

identify factors with the potential to impact the Construction Schedule such as materials with long lead time the unavailability of required labor and other factors and make suggestions for acceptable alternatives
evaluate and make

5

suggestions

to

optimize Site utilization

6

recommend proposed modifications or alternatives to the review Construction Documents based on its evaluation and review

7

notify the Owner and the Architect in writing of any variances between the Construction Documents and applicable laws statutes building codes rules and regulations of which it is aware and

8

notify the Owner and the Architect in writing of all problems conflicts defects or deficiencies in the review Construction Documents of which it is aware or should be aware

iii

The Construction Manager shall in accordance with schedule requirements assist the Architect with the resolution of all problems conflicts defects or

54 of 73

I

r

deficiencies

identified during Construction Documents
iv

the

review

and

evaluation

of

the

review

Upon completion of the
Documents

examination of the review of the 60
are

Construction Documents

the CM and CIPM
to

required
60

in accordance with schedule

prepare and submit a estimate of Total Project Construction Cost

requirements

Construction

v

If the final estimates of Total

Manager

and the CIPM differ

CIPM shall meet estimates so as to Project Construction Cost

Project Construction Cost by the Construction materially the Construction Manager and the to reconcile the discrepancies between their promptly permit submission to the Owner of a final estimate of Total
on

which both the CIPM and the Construction

Manager
c

agree

Planning
i

And

Scheduling

Construction

Schedule The Construction Manager understands and the Owner s intent that the Project will be complete by the Date of Substantial Completion The Construction Manager shall timely prepare and submit the Construction Schedule for the Owner s review and The Construction Schedule shall complement and shall not approval conflict with the Design Schedule

acknowledges

ii

The Construction review
1 2

Manager

shall establish

and

timely submit for Owner

Project

cost control

procedures

Project reporting procedures Project Manual

3
4 5

Quality Management Program
Local small business

participation plan
period

and

6

Staffing

Plan for the Construction

d

Guaranteed Maximum Price
i

Proposal

Guaranteed Maximum Price Proposal The Construction Manager shall and deliver to the Owner with copies to the Architect a Guaranteed prepare Maximum Price GMP proposal The Construction Manager shall at a minimum include in the GMP proposal
1
a recital of the specific Construction Documents including drawings specifications and all addenda thereto used in preparation of the GMP proposal

2

the four elements of the Construction Contract Price

55 of 73

a

General Conditions Guaranteed Maximum Cost
estimated Subcontracts Cost detailed by each subcontract trade bid division and including a reasonable not exceeding 2

b

or

stated maximum subcontract trade or bid division

separately

contingency

amount

for

each

c

the actual

lump

sum

amount of the

Management
amount

Fee and

d
3
a

Pre Construction Servcies

lump

sum

description of
all

all other inclusions to

or

exclusions from the GMP

a

assumptions and clarifications proposed Date of Substantial Completion upon which the

b

the

GMP is based
c

an

outline of

start and finish dates of

preliminary Construction Schedule showing proposed major components of construction and
the GMP

d

the date Owner

by which

proposal

must be

accepted by the

e

General Conditions Cost The General Conditions Costs for which the Construction Manager may be paid pursuant to this Agreement shall be limited to the amounts actually and reasonably incurred and paid by the Construction Manager in the interest of the Project and in performance of Services and the Work For the of this contract the general conditions costs are based on the construction purposes duration of 24 months beginning in the 2nd or 3rd quarter of 2010 Preconstruction services will begin in the 1 st quarter of 2010 Items that are included within the General Conditions Costs for which the Construction Manager is entitled to no additional compensation include without limitation
i

Wages

and salaries of the Construction Manager s supervisory technical administrative and clerical personnel engaged in supervision and management of the Work on or off the Project Site

ii

Cost of fringe benefits contributions assessments and taxes including for example such items as Unemployment Compensation and Social Security to the extent that such cost is required by law and is based on the compensation paid to the Construction Manager s employees Costs including transportation and storage installation maintenance dismantling and removal of materials supplies temporary facilities machinery equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work and cost less salvage value of such items if not fully consumed whether sold to others or retained by the

iii

56 of 73

r

Construction Manager Cost for items Manager shall mean fair market value
iv

previously

used

by the Construction

Costs incurred to provide site safety and security including temporary stairs ladders barricades fire extinguishers site security fences perimeter protection first aid etc Costs of removal of debris from the site etc Costs of document reproduction including bid sets facsimile transmissions and long distance telephone calls postage and parcel delivery charges telephone service at the site and reasonable petty cash expenses of the site office etc
That

v

vi

vii

portion of the reasonable expenses of the Construction Manager s personnel incurred while traveling in discharge of duties directly connected

with the Work
viii

That

portion of insurance GL and Auto premiums that can be directly attributed

Builders Risk

and P

P bond

to this Contract for Construction

Premiums shall be net of trade discounts volume discounts dividends and
other
ix

adjustments permits licenses required by the

Fees and assessments for the building permit and for other and inspections for which the Construction Manager is Contract for Construction to pay Data

x

processing

costs

directly

not include any hardware

related to the Work however these costs shall software or CADD costs unless approved by the

Owner in writing
xi

Expenses incurred in accordance with the Construction Manager s standard personnel policy for relocation and temporary living allowances of personnel required for the Work if approved by the Owner
The cost of
sewer

xii

etc

obtaining and using all utility services required for the Work etc
use

electric

gas

water

xiii xiv

Cost of temporary

of permanent
or

equipment
any

The cost of crossing directed by the Owner

protecting

public utility

if

required

and

as

xv

All reasonable costs and expenditures necessary for the operation of the site office such as stationary supplies blueprinting furniture fixtures office

equipment and field computer services provided subject to Owner s prior written approval
xvi

that

quantity and

rates are

The cost of Owner

secure

off site storage space

or

facilities

approved

in advance

by

57 of 73

l I

xvii xviii

Printing
Rental

and

reproduction of the Construction Documents

tools not

charges for temporary facilities and for machinery equipment and customarily owned by construction workers however any rental shall not exceed the purchase price of such facilities machinery charge equipment or tools
Costs for temporary toilet facilities site surveys daily and final etc field

xix

engineering

clean up

xx

Other expenses or charges properly incurred and paid in the the Work with the prior written approval of the Owner

prosecution

of

xxi

General Condition GMP

s

costs will be included in the Guaranteed Maximum Price

f

Management Fee Manager is entitled
I

Items within the
to no additional

Management Fee for which the Construction compensation include without limitation

direct costs incurred with the exception of those specifically enumerated compensable as a General Conditions Cost or a Subcontracts Cost the cost of Construction Manager consultants not at the Project Site
s

ii

home

or

branch office

employees

or

iii

non field office home and branch office operational expenses such as telegrams telephone service and long distance and zone telephone charges postage office supplies expressage and other similar expenses

iv

data processing costs indirectly related to the Work software and CAD costs
cost of all non

including

hardware

v

project specific insurance

vi

all all all

general operating expenses capital expenses including any interest
sales
use

vii

viii

governmental

similar taxes related to the Project imposed by any authority on the Construction Manager s services and non
or

reimbursable costs
ix
x

any costs which would

cause

the Construction Price to exceed the GMP and

any costs or expenses incurred by the Construction Manager not included in the General Conditions Cost for provision of management services necessary to complete the Project in an expeditious and economical manner consistent with this Contract For Construction and the best interests of the Owner

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II

g

The Construction

Manager acknowledges

incomplete

at the time the Construction

that the Construction Documents may be Manager delivers the GMP proposal and

that the Construction Documents may not be completed until after commencement of the Work Nevertheless the GMP proposal shall include payment for Work required

by the completed Construction Documents and if the GMP proposal is accepted by the Owner the Construction Manager shall be entitled to no increase in the GMP if the Work required by the completed Construction Documents
i
ii

is

required by this Contract For Construction reasonably inferable
from the
s

is

incomplete documents goals
and program

iii
iv
v

is consistent with the Owner

stated

objectives

is consistent with is not
a

general industry standards for completion of the Work

incomplete
vi

substantial enlargement of the scope of Work portrayed by the documents or
nature

substantially conforms to the the incomplete documents

type kind

or

quality

of Work

depicted

in

h

If the GMP proposal is unacceptable to the Owner the Owner shall promptly so notify the Construction Manager in writing Within fourteen calendar days of such notification the Owner Professional s and Construction Manager shall meet to discuss and resolve any differences inconsistencies or misunderstandings and to negotiate recommended adjustments to the Work and or to the GMP

i

The Owner may at its sole discretion and based upon its sole
i
ii iii

judgment

indicate its acceptance of

a

GMP

proposal

reject

a

GMP

proposal

terminate the

Project

or

iv

proceed

to construct the

Project using

a

party

or

parties other than the

Construction Manager

j

If the Owner

rejects

a

GMP

pursuant
k

to the Contract for General Construction

proposal neither party shall have any further obligation Management Services

If the Owner accepts a GMP proposal the parties shall complete and execute the Exhibit G Authorization for Construction and the Owner shall issue a written notice to the Construction Manager Notice To Proceed establishing the date construction

is to

commence

the

Commencement Date
to

The Construction

Manager

shall not

expend any monies for construction prior the written approval of the Owner
I

receipt of such Notice

to Proceed without

Price Guarantees

59 of 73

l
r

i

Upon execution of Exhibit G the Construction Manager guarantees that the Construction Price shall not exceed the GMP All costs or expenses that would cause the Construction Price to exceed the GMP shall be borne by the Construction Manager unless adjusted by change order
Upon execution of Exhibit G the Construction Manager guarantees that the General Conditions Cost shall not exceed the General Conditions Guaranteed Maximum Cost and that all costs or expenses that would cause the General Conditions Cost to exceed the General Conditions Guaranteed Maximum Cost shall be borne by the Construction Manager unless adjusted

ii

by change
iii

order

Upon
1

execution of Exhibit G the Construction
unless

Manager guarantees

that

adjusted by change order the final cost to the Owner of each individual subcontract trade or bid division shall not exceed the sum total of the estimated cost and contingency for that subcontract trade or bid division as set forth in the GMP
no unused contingency amount from any subcontract trade or bid division shall be transferred carried over or applied to any other subcontract trade or bid division but rather such unused contingency shall inure to the Owner s benefit and

2

3

the cost of any subcontract trade or bid division exceeding the sum total of the estimated cost and contingency for that subcontract trade or bid division shall be borne by the Construction Manager unless

adjusted by change
iv

order

Upon execution of Exhibit G the Construction Manager guarantees that to the extent the GMP proposal includes contingencies no unused contingency shall be transferred carried over or applied to any other GMP line item but
rather such unused

contingency

shall inure to the Owner

s

benefit

B
a

Construction Services

Bidding
i

and

Negotiation

With the Architect s assistance the Construction Manager shall prepare and assemble document packets for use in bidding or negotiating the Subcontracts Cost

ii

The Construction Manager shall develop subcontractor and supplier interest for each division of the Work and shall pre qualify proposed subcontractors using a pre qualification form approved by the Owner and Architect The Construction
1

iii

Manager

shall

submit to the Architect the and evaluate information

proposed list of subcontractors
from the Architect

and review

proposed

received subcontractors and

regarding

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I

2

evaluate the technical competence of all pre

qualified

subcontractors

iv

The Construction

category only by invitation

to pre subcontractor does not meet a pre

Manager

in

negotiate or competitively bid each trade qualified subcontractors In the event a qualification requirement the Construction its best judgment may with the Owner s prior approval still allow

Manager

shall

the subcontractor to bid The Construction Manaaer shall obtain a minimum of 5 pre aualified subcontractors for each specification section with a value over 25 000
v

The Construction Manager shall review the subcontract breakdowns utilized in the GMP and use its best efforts to obtain bids which are less than the final GMP estimates The Construction Manager shall conduct private bid openings in the presence of the Owner s The Construction Representative Manager shall communicate bid results to the Owner and the Architect persons or entities
and to
no

vi

other

vii

The Construction
1

Manager shall

for each subcontract trade

or

bid division

determine the final bid amounts prepare and furnish to the Owner a bid tabulation which includes by subcontract trade and or bid division the applicable final GMP estimate and the related final bid amount

2

3

identify to the Owner in writing the subcontractors to which the Construction Manager recommends award of subcontracts and
and enter into a subcontract between itself and each subcontractor which it has recommended unless otherwise notified by the Owner
award

4

b

Construction
i

Supervision
with the award of the first subcontract and terminating on the Final Completion the Construction Manager shall provide the services

Commencing
Date Of

following
1

The Construction Manager shall supervise and direct the Work at the Site The Construction Manager shall at a minimum staff the Project Site with personnel who shall
a

and coordinate the Construction Manager s personnel and act as its primary liaison with the Owner and the Owner s Consultant s

supervise

b

coordinate trade contractors and construction management services

suppliers and supervise Site

61 of 73

I

c

be familiar with all trade divisions and trade contractors scopes of Work all applicable building codes the Construction Documents
and this Contract For Construction

d

check and review shop drawings and materials delivered to the Site regularly review the Work to determine its compliance with the Construction Documents and this Contract For Construction

periodically
assure

confer with the appropriate Owner acceptable levels of quality and

s

consultant

s

to

e

prepare andinaintain Project records staff the Site field office Confirm

process documents

and

f

coordinate and provide submittals with all necessary information and in the format required to support LEED certification

2

The Construction Manager shall promptly reject any Work which does not conform to the Construction Documents or which does not comply with any applicable law statute building code rule or of

regulation

agency of which it is aware The Construction Manager shall immediately notify the Architect s and the Owner in writing when it has rejected any Work any
or

public authority

3

The

Construction Manager shall comply with and cause its subcontractors and suppliers to comply with the Project Construction Schedule and applicable sub schedules The Construction
shall obtain and review schedules from subcontractors and suppliers coordinate sub schedules with the Construction Schedule and enforce compliance with the all applicable schedules to insure timely completion of the Work If at any time a Project is the

Manager

Construction Manager shall immediately notify the Owner of the

delayed
and

probable

cause s and alternatives possible recommendations to minimize expense to the Owner

make

4

Manager meetings inspect the Work and render interpretations regarding the Work necessary for the proper execution of the Work The Architect s interpretations and decisions shall be final regarding the Construction Documents and the Work
necessary
to

The Architect will visit the Project Site at intervals appropriate to the stage of construction and with sufficient frequency to familiarize itself with the progress and quality of the Work and to inspect the Work The Construction Manager shall request that the Architect visit the Site at additional times as the Construction deems attend

c

Construction Manager s On Site Facilities
I

Commencing at the Date of Commencement Final Completion the Construction Manager and toilet facilities at the Project Site

and

shall

terminating on the Date Of provide a Site field office

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1

The field office facilities shall be large required meetings and shall include office such as desks telephones computers office equipment The Construction
current

enough to accommodate furnishings and equipment copiers and other similar

2

basis

shop drawings

shall maintain in the Site field office on a necessary Construction Documents schedules product data samples purchase orders maintenance

Manager

all

manuals and instructions daily logs correspondence and all other Project related documents
3

memoranda

The Construction Manager shall provide temporary toilets at the Site for all workers for the duration of the construction period The Construction workstation with

4

Manager shall provide in the field phone and web access for the
in the GMP

office

a s

Owner

Representative included

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n

Exhibit B Provisional Project Schedule

Activit
Notice To Proceed

Start
1 st Quarter

2010
1 st Quarter

Preconstruction Phase Construction Phase Date of Substantial Com letion
Punchlist Closeout Final Com letion

2010

2nd

or

3rd

Quarter 2010 March 2012 March 2012 Aril2012

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0

Exhibit C
Initial List of

Drawings Specifications

and Addendums

To Be Done in Pre Construction

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r

Exhibit D Insurance Insurance Reauirements
1

Statutory Projecter s Compensation Insurance a Employers Liability 100 000 each accident Bodily Injury by Accident Disease 500 000 policy limit Bodily Injury by 100 000 each employee Bodily Injury by Disease
Comprehensive General Liability Insurance a 1 000 000 limit of liability per occurrence for bodily injury damage b The following additional coverages must apply 1986 or later ISO Commercial General Liability Form
Additional Insured Endorsement Form B CG 20 10

2

and property

Completed Operations Coverage Blanket Contractual Liability included in 1986 or later forms Broad Form Property Damage included in 1986 or later forms Severability of Interest included in 1986 or later forms Underground explosion and collapse coverage included in 1986
later form

or

Personal

Injury deleting both contractual Incidental Medical Malpractice Hostile Fire Pollution Wording
3

and

employee exclusions

Auto
a

Liability Insurance
500 000 limit of

liability

per

occurrence

for
non

bodily injury and property
owned
leased hired and

b
c

damage Comprehensive

d
4

form covering all owned borrowed vehicles Additional Insured Endorsement Contractual Liability

Excess
a

Excess

Liability Insurance Liability Insurance
10 000 000 per

Limit

10 000 000

per

occurrence

aggregate

Insurance company must be authorized to do business in the State of

Georgia
5

Augusta Georgia the Owner s Representative the Architect and any other applicable Authority should be shown as an additional insured on General Certificate Holder should read Augusta Liability and Auto Liability policies Georgia 530 Greene Street Augusta Georgia 30901
Insurance Company except Worker s Compensation carrier must have an A M Best Rating of A or higher Certain Worker s Comp funds may be acceptable by the approval of the Risk Management Division European markets including those based in London and domestic surplus lines markets that operate on a non admitted basis are exempt from this requirement provided that the
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6

Construction
a

market is

Manager s broker agent can provide financial data to establish that equal to or exceeds the financial strengths associated with the A M
or

Best s
7

rating of A

better

Insurance Company must be licensed to do business by the Georgia Department of Insurance See above note regarding Construction Manager Liability

8

Certificates of Insurance and any subsequent renewals must reference bid contract by project name and project bid number
The Construction

specific

9

Manager shall agree to provide complete certified copies of current insurance policy ies if requested by the City to verify the compliance with these insurance requirements
All insurance coverages required to be provided by the Construction be primary over any insurance program carried by the City

10

Manager will

11

The

Construction Manager shall incorporate a copy of the insurance requirements as herein provided in each and every Subcontractor and each and and shall require each and every every Sub Subcontractor in any tier Subcontractor and each and every Sub Subcontractor of any tier to comply with The Construction Manager agrees that if for any reason all such requirements the Subcontractor or Sub Subcontractor fails to procure and maintain insurance as required all such required insurance shall be procured and maintained by the Construction

Manager

at the Construction

Manager s expense

12

The Construction Manager and their Subcontractor s and each and every Sub Subcontractor shall not commence any work of any kind under this Contract until all insurance requirements contained in this Contract have been complied with and until evidence of such compliance satisfactory to City as to form and content has been filed with the city The Acord Certificate of Insurance or a pre approved substitute is the required form in all cases where reference is made to a Certificate of Insurance
or an

approved substitute

13

the

The Construction Manager shall agree to waive all rights of subrogation against City the City Council its officers officials employees the Owner s Representatives the Architect and volunteers from losses arising from work performed by the Construction Manager for the City
All Risk Construction Managers Equipment and Builders Risk Insurance Contents Insurance covering owned used and leased equipment tools supplies and contents required to perform the services called for in the Contract The coverage must be for full replacement cost The City will be included as a Loss Payee in this coverage for City owned equipment tools supplies and contents Construction Manager s Risk Insurance which includes without duplication but is not limited to fire with extended coverage theft vandalism malicious mischief

14

collapse earthquake flood windstorm false work testing and startup temporary the Owner s the Owner and names buildings and debris removal Representative the Architect and the Owner s Related Parties with coverage
for
one

hundred
s

100

percent of the insurable value of the Construction

Manager

scope of the

Project and

a

per claim deductible of

10 000 00

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i

15

The Construction

City through its records or specific claim Any loss run regarding information available from the Construction Manager or their insurer will be made available to the city upon their request

Manager

shall make available to the
a

records of their Insurer

information

16

Compliance by the Construction Manager and their Subcontractor s and each and every Sub Subcontractor with the foregoing requirements as to carrying insurance shall not relieve the Construction Manager and their Subcontractor s and each and every Sub Subcontractor of their liability provisions of the Contract
The Construction

17

Manager and their Subcontractor s and each and every Sub Subcontractor are to comply with the Occupational Safety and Health Act of 1970 Public Law 91 956 and any other laws that may apply to this Contract
The Construction

18

accepted by
19

the Construction

Manager shall at a minimum apply Manager s industry

risk

management practices

Evidence of such insurance shall be furnished to the Owner and the Owner shall receive forty five 45 days prior written notice of any cancellation non renewal or reduction of coverage of any of the policies Upon notice of such cancellation the Construction Manager shall procure substitute non renewal or reduction insurance so as to assure the Owner that the minimum limits of coverage are maintained continuously throughout the period of this Agreement
The Construction for its General

20

required
21

to

Manager shall deliver to the Owner a Certificate of Insurance Liability and Excess Liability coverage annually so long as it is maintain such coverage required by this Agreement Manager
1

The Construction

contract and for one

Liability
22

during the performance of this after final completion of the Project the General year and Excess Liability insurance coverage referenced above
shall maintain in force

The Construction

in force during the performance of this after final completion of the Project the contract and for one year Comprehensive Commercial General Liability Insurance and the Automobile Liability Insurance

Manager shall maintain
1

23

The Owner shall be under no obligation to review any Certificates of Insurance provided by the Construction Manager or to check or verify the Construction Manager s compliance with any or all requirements regarding insurance imposed by the Contract Documents The Construction Manager is fully liable for the amounts and types of insurance required herein and is not excused should any policy or Certificate of Insurance provided by the Construction Manager not comply with any or all requirements regarding insurance imposed by the Contract Documents

24

Should the Construction Manager fail to provide and maintain in force any insurance or insurance coverage required by the contract documents or by law or should a dispute arise between owner and any insurance company of the Construction Manager over policy coverage or Limits of Liability as required

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tl

II

from the Construction Manager all or any of its agents had the payable Said recovery shall insurance or insurance coverage been in force required include but is not limited to interest for the loss of use of such amounts of money plus all attorney s fees costs and expenses incurred in securing such determination and any other consequential damages arising out of the failure of the Construction Manager or insurance company to comply with the provisions of
herein the Owner shall be entitled to
as a matter
recover

amounts

of law to Owner

the

or Documents or any other any policy required hereby insurance imposed by law Nothing herein shall limit any requirements regarding damages for which the Construction Manager is responsible as a matter of law

Contract

25

The Construction

Manager shall deliver to the Owner two 2 original certificates of insurance signed by the Insurer s Authorized Representative with the Policy Numbers clearly identified on the certificates for each Policy The Policy effective dates should be on or before the date that the contract was signed
insurance requirements shall not relieve the Construction responsibility to indemnify the Owner for any liability to the Owner as specified in any other provision of this Contract for General Construction Management Services and the Owner shall be entitled to pursue any remedy in law or equity if the Construction Manager fails to comply with the contractual provisions of this Contract for General Construction Management Services Indemnity obligations specified elsewhere in this Contract for General Construction Management Services shall not be negated or reduced by virtue of

26

Compliance Manager of

with

any

any insurance carrier s denial of insurance coverage for the occurrence or event which is the subject matter of the claim or refusal to defend any named insured
27

pertains to Builders Risk Insurance The Construction Manager hereby releases and discharges the Owner the Architect the Owner s Representative and the Owner s Related Parties of and from all liability to the Construction Manager and to anyone claiming by through or under the Construction Manager by subrogation or otherwise on account of any loss or damage to tools machinery equipment or other property however caused
As it

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Exhibit E Asbestos

Statement of Declaration

ASBESTOS
STATEMENT OF DECLARATION

Facility

This statement is to certify that I have not installed any asbestos containing materials and or products in the preparation and or the construction of the referenced structure Furthermore I certify to the best of my knowledge no asbestos have been used in the construction of the structure or facility

containing materials

RESPONSIBLE PARTIES

Construction

Manager

s

Signature

Date

2

l

A
hip
tz

m
1Viv

g

Date

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Exhibit F Non Collusion Affidavit NON COLLUSION AFFIDAVIT Date Pro ect Pro ect

2

J

It

Project
Descri tion

4
Construction

Services Provided State of

Management

Georgia
Richmond

County of

deposes and says that he she is Select From List of the or Bid that such Proposal or Bid is genuine and not collusive or sham that said Proposer or Bidder has not colluded conspired connived or agreed directly or indirectly with any Proposer or Bidder or person to put in a sham Proposal or Bid or that such other person refrain from proposing or bidding and has not in any manner directly or indirectly sought by agreement or collusion or communication or conference with any person to fix the Proposal Fee or Bid Price of affiant or any other Proposer or Bidder or to fix any overhead profit or cost element of said Proposal Fee or Bid Price or of that of any other Proposer or Bidder or to secure any advantage against Augusta Georgia or any person interested in the proposed Contract and that all statements in said Proposal or Bid are true and further that such Proposer or Bidder has not directly or indirectly submitted this Proposal or Bid or the contents thereof or divulged information or data relative thereto to any association or to any member or
I

being

first

duly

sworn

party making the foregoing Proposal

agent thereof

Construction

Manager

2r

Seal

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Exhibit G Authorization for Construction
Pursuant to this agreement the Owner and the Construction this Exhibit G and further agree as follows
1

Manager hereby

execute

The Construction Manager s Guaranteed Maximum Price GMP proposal dated 1 2009 October 2 2009 and October 12 2009 and incorporated September herein by reference is accepted by the Owner
The General Conditions Guaranteed Maximum Cost is
1 082 670

2

3 4

Pre Construction Service

Lump Sum

Fee

400 26
TBD TBD TBD TBD
780 000

The Subcontracts Cost is Bid Package 1 Bid Package 2 Bid Package 3 Bid Package 4 The

5

Lump

Sum Fixed

Management Fee Is

6
7

The Guaranteed Maximum Price is
The Date of Substantial

TBD be
24 months after

Completion shall

Notice to Proceed

Owner

Auausta Georaia

Construction Manager RW Allen LLC

By

cJ2
Signature

2
Y
Seal

c
Seal

Signature

f

ep

Name

ACJ 4 Gtt

to f

S
Name

L

c

Title

flJ hClr
No PO Box

eL
itle
1010 Broad Street

530 Greene Street

Street Address

Street Address

No PO Box

Augusta GA 30901

Augusta GA 30901

City

State

Zip

City State Zip
c

Date of

Signature
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Date of

Signature

1

Exhibit H Unit Prices

To Be Determined

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