agreement for construction management/general contractor services

AGREEMENT FOR CONSTRUCTION MANAGEMENT/GENERAL CONTRACTOR SERVICES

This AGREEMENT FOR CONSTRUCTION MANAGEMENT/GENERAL CONTRACTOR

SERVICES (the “Agreement”) is made and entered into by and between MACON BIBB COUNTY,

GEORGIA (the “Owner”) and _______________________________________________ (hereinafter

referred to as the “Construction Manager” or “CM”). This Agreement is executed under seal, and it shall

be effective on the date it is executed by the last party to execute it.

This Agreement is for the furnishing of construction management services for a project identified

as ____construction of the Sheriff's Investigative Center 2nd floor for Macon Bibb County.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and agreements

set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are

herein acknowledged, the Owner and the Construction Manager agree as follows:

ARTICLE 1

CONSTRUCTION MANAGER’S SERVICES

AND RESPONSIBILITIES

1.1 GENERALLY

The Construction Manager (CM) is the Owner’s fiduciary responsible for undertaking all

necessary action contemplated under this Contract to (a) establish during the design phase a Guaranteed

Maximum Price (GMP) to construct the project (construction management) and (b) ensure timely and

quality completion of the project at a cost within the GMP (general contracting).

“Construction Manager” or “CM” as used in this Agreement means Construction Manager at

Risk (CM at Risk).

1.1.1 The intent of this Agreement is that the Construction Manager shall (a) provide all of those

services, furnish any required materials and labor, and enter into and cause to be performed all Trade

Contracts necessary to achieve complete, correct and timely completion of the complete construction of

the Project in accordance with the Contract Documents (the “Work”) and (b) warrant all of such Work and

services as provided herein.

1.1.2 The Construction Manager covenants with the Owner to further the interests of the Owner by

furnishing the Construction Manager’s best skill and judgment in cooperation with the Architect. The

Construction Manager agrees to furnish business administration and management services and to

perform in an expeditious and economical manner consistent with the interests of the Owner.

1.1.3 The term “Contract Documents” means this Agreement, the Trade Contracts, the plans,

specifications, and drawings for the Project, and any Change Orders and Field Orders issued in

connection with this Agreement or with the Trade Contracts.

1.1.4 By executing this Agreement, the Construction Manager makes the following express

representations and warranties to the Owner:

(a) The Construction Manager is professionally qualified to act as a construction manager

for the Project and has, and shall maintain, any and all licenses, permits or other

authorizations necessary to act as a construction manager for the Project;

(b) The Construction Manager has become familiar with the Project site and the local

conditions under which the Project is to be designed, constructed and operated; and,

acts and omissions of its consultants, the Trade Contractors, or others employed or

retained by it in connection with the Project.

NOTHING CONTAINED HEREIN SHALL IN ANY MANNER WHATSOEVER SUPERSEDE, LIMIT OR

RESTRICT ANY OTHER REPRESENTATION OR WARRANTY SET FORTH ELSEWHERE IN THE

CONTRACT DOCUMENTS.

BASIC SERVICES

The Construction Manager’s Basic Services consist of the Preconstruction Phase Services

and the Construction Phase Services.

1.2 PRECONSTRUCTION PHASE SERVICES

During the Preconstruction Phase of the Project, the Construction Manager shall perform the

following services.

1.2.1 Provide preliminary evaluation of the Project budget requirements. With the Architect’s

assistance, prepare preliminary estimates of construction cost for early schematic designs based on area,

volume or other standards. Assist the Owner and the Architect in achieving mutually agreed upon Project

budget requirements and other design parameters. Provide cost evaluations of alternative materials and

systems.

1.2.2 Review design during its development for constructability. Advise on site use and

improvements, selection of materials, building systems and equipment and methods of Project delivery.

Provide recommendations on relative feasibility of construction methods, availability of materials and

labor, time requirements for procurement, installation and construction, and factors related to cost

including, but not limited to, cost of alternative designs or materials, preliminary budgets and possible

economies.

1.2.3 Provide for the Architect’s and the Owner’s review, and periodically update, a Project

Schedule that coordinates and integrates the Construction Manager’s services, the Architect’s services

and the Owner’s responsibilities.

1.2.4 During preparation of Design Development and Construction Documents, prepare, as may be

requested by the Owner or the Architect, detailed estimates of construction costs, and, if it appears that

such costs may exceed the Project budget, make recommendations for corrective action.

1.2.5 Coordinate Contract Documents by consulting with the Owner and the Architect regarding

drawings and specifications as they are being prepared, and recommend alternative solutions whenever

design details affect construction feasibility, cost or schedules.

1.2.5.1 Provide recommendations and information to the Owner and the Architect regarding the

assignment of responsibilities for safety precautions and programs. Provide information and

recommendations regarding temporary Project facilities and equipment, materials, and services for

common use of Trade Contractors. Verify that these requirements and assignments of responsibilities

are included in the proposed Contract Documents.

1.2.5.2 Advise on the separation of the Project into Trade Contracts for various categories of the

Work. Advise on the method to be used for selecting Trade Contractors and awarding Trade Contracts.

Review the drawings and specifications and make recommendations as required to provide that (1) the

Work of the separate Trade Contractors is coordinated, (2) all requirements for the Project have been

assigned to the appropriate separate Trade Contract, (3) the likelihood of jurisdictional disputes has been

minimized, and (4) proper coordination has been provided for phased construction.

1.2.5.3 Develop a Project Construction Schedule providing for all major elements such as phasing of

construction and times of commencement and completion required of each Trade Contractor. Provide

the Project Construction Schedule for each set of Bidding Documents.

1.2.5.4 Investigate and recommend a schedule for the Owner’s purchase of materials and equipment

requiring long lead time procurement, and coordinate the schedule with the early preparation of portions

of the Contract Documents by the Architect. Expedite and coordinate delivery of these purchases.

1.2.6 Provide an analysis of the types and quantities of labor required for the Project and review the

availability of appropriate categories of labor required for critical Phases. Make recommendations for

actions designed to minimize adverse effects of labor shortages.

1.2.7 With the Architect’s assistance, receive bids, prepare bid analyses and make

recommendations to the Owner concerning the qualifications of Trade Contractors or rejection of bids.

1.2.8 With the Architect’s assistance, conduct pre-award conferences with successful Bidders.

Prepare Trade Contracts in such form as the Owner may require and advise the Owner on the

acceptability of Trade Contractors and material suppliers proposed by Trade Contractors.

1.2.9 The Construction Manager shall issue the Trade Contracts which shall be between the

Construction Manager and the Trade Contractors, and such contracts shall create no contractual

relationship between the Owner and the Trade Contractors. The Construction Manager shall not enter

into a Trade Contract with a proposed Trade Contractor with reference to whom the Owner has made

reasonable and timely objection. All Trade Contracts shall afford the Construction Manager rights against

the Trade Contractor which correspond to those rights afforded to the Owner against the Construction

Manager herein including those rights of termination as set forth herein.

1.2.10 Notwithstanding any other provision of the Contract Documents, the Architect and its

consultants are responsible for the design of the Project and the Construction Manager shall not be

liable for any error, omission, lack of coordination, or other defect in the Project’s design. Prior to

agreement on a GMP, the Construction Manager is not responsible for the design resulting in a Project

within the Owner’s budget or for the cost of any re-design or other corrective action needed to bring the

Project within the Owner’s budget.

1.3 CONSTRUCTION PHASE SERVICES

During the Construction Phase of the Project, the Construction Manager shall perform the

following services.

1.3.1 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the

Construction Manager, in cooperation with the Architect, shall provide administration of the Trade

Contracts for Construction as set forth below.

1.3.2 Schedule and coordinate the Work of the Trade Contractors. Provide administrative,

management and related services as required to coordinate Work of the Trade Contractors with each

other and with the activities and responsibilities of the Construction Manager, the Owner and the Architect

to complete the Project in accordance with the Owner’s objectives for cost, time and quality. Provide

sufficient organization, personnel and management to carry out the requirements of this Agreement.

1.3.2.1 Schedule and conduct pre-construction, construction and progress meetings to discuss such

matters as procedures, progress, problems and scheduling. Prepare and promptly distribute accurate

minutes.

1.3.2.2 Consistent with the Project Construction Schedule issued with the Bidding Documents, and

utilizing the Trade Contractors’ Construction Schedules provided by the separate Trade Contractors,

update the Project Construction Schedule incorporating the activities of Trade Contractors on the Project,

including activity sequences and durations, allocation of labor and materials, processing of Shop

Drawings, Product Data and Samples, and delivery of products requiring long lead time procurement.

Include the Owner’s occupancy requirements showing portions of the Project having occupancy priority.

Provide a progress update of the Project Construction Schedule on a monthly basis to show current

conditions and revisions required by actual progress and experience. The furnishing by the Construction

Manager of the updated Project Construction Schedule, and the required monthly updates, shall be a

condition precedent to payment to the Construction Manager.

1.3.2.3 Coordinate construction to achieve proper performance from the Trade Contractors. Take

appropriate actions, including termination and re-letting of Trade Contracts where appropriate, when

requirements of Trade Contracts are not being fulfilled and the non-performing party will not take

satisfactory corrective action.

1.3.3 Provide regular monitoring of all construction costs showing actual costs for activities in

progress and estimates for uncompleted tasks. Submit Project Construction Cost reports on a monthly

basis.

1.3.3.1 Maintain cost accounting records on authorized Work performed under unit prices,

additional Work performed on the basis of actual costs of labor and materials, or other Work requiring

accounting records.

1.3.3.2 Recommend necessary or desirable changes to the Architect and the Owner, review

requests for changes, assist in negotiating Trade Contractors’ change proposals, submit

recommendations to the Architect and the Owner, and if they are accepted, prepare and sign Change

Orders for the Architect’s signature and the Owner’s authorization.

1.3.3.3 Develop and implement procedures for the review and processing of applications by

Trade Contractors for progress and final payments. Review schedules of value and pay applications by

Trade Contractors to protect the Owner from frontloaded or imbalanced payment schedules to the Trade

Contractors.

1.3.4 Review the safety programs developed by each of the Trade Contractors as required by

the Trade Contracts and coordinate the safety programs for the Project. Take reasonable and customary

precautions to secure and protect the Project from loss or harm due to the elements, theft, vandalism,

and other causes. Take reasonable steps to secure the Project at all times so as to prevent injury to or

trespass thereon.

1.3.5 Assist in obtaining and pay for building permits and special permits for permanent improvements,

excluding permits required to be obtained directly by the various Trade Contractors. Verify that the

Owner has paid applicable fees and assessments. Assist in obtaining approvals from authorities having

jurisdiction over the Project. Obtain and pay for all certificates, inspections, and licenses necessary and

ordinary for the performance of the Work and the occupancy of the Project. Comply with all lawful

requirements applicable to the Project and give and maintain any and all notices required by applicable

law pertaining to the Project. In the event the Owner is fined, penalized or assessed by any

governmental entity as a result of any alleged or actual violation of law by the Construction Manager, or

by any Trade Contractor, the Construction Manager shall indemnify and hold Owner harmless from any

such fine, penalty or assessment and any attorneys’ fees or costs which result there from.

1.3.6 If required, assist the Owner in selecting and retaining the professional services of surveyors,

special consultants and testing laboratories. Coordinate their services.

1.3.7 Determine that the Work of each Trade Contractor is being performed in accordance with the

requirements of the Contract Documents. Guard the Owner against defects and deficiencies in the Work.

As appropriate, require special inspections or testing, or make recommendations to the Architect

regarding inspections or testing, of Work not in accordance with the provisions of the Contract Documents

whether or not such Work is then fabricated, installed or completed. Subject to review by the Architect,

reject Work which does not conform to the requirements of the Contract Documents.

1.3.8 Consult with the Architect and the Owner if any Trade Contractor requests interpretations of the

meaning and intent of any of the Contract Documents, and assist in the resolution of questions which may

arise.

1.3.9 Receive and review for compliance with contract requirements Certificates of Insurance from the

Trade Contractors and forward them to the Owner with a copy to the Architect.

1.3.10 Receive from the Trade Contractors and review all Shop Drawings, Product Data, Samples and

other submittals to confirm that same comply with the requirements of the Contract Documents.

Coordinate them with information contained in related documents and transmit to the Architect those

recommended for approval. In collaboration with the Architect, establish and implement procedures for

expediting the processing and approval of Shop Drawings, Product Data, Samples and other submittals.

1.3.11 Record the progress of the Project. Submit written progress reports to the Owner and the

Architect including information on each Trade Contractor and each Trade Contractor’s Work, as well as

the entire Project, showing percentages of completion and the number and amounts of Change Orders.

Keeps a daily log containing a record of weather, Trade Contractors’ Work on the site, number of

workers, Work accomplished, problems encountered, and other similar relevant data as the Owner may

require. Make the log available to the Owner and the Architect.

1.3.11.1 Maintain at the Project site, on a current basis; a record copy of all Trade Contracts,

drawings, specifications, addenda, Change Orders and other modifications, in good order and marked to

record all changes made during construction; Shop Drawings; Product Data; Samples; submittals;

purchase orders; material data; equipment documents; applicable handbooks; maintenance and

operating manuals and instructions; other related documents and revisions which arise out of the Trade

Contracts or Work. Maintain records, in duplicate, of principal building layout lines, elevations of the

bottom of footings, floor levels and key site elevations certified by a qualified surveyor or professional

engineer. Make all records available to the Owner and the Architect. At the completion of the Project,

deliver all such records to the Architect for the Owner.

1.3.12 Arrange for delivery, storage, protection and security for Owner-purchased materials, systems

and equipment which are a part of the Project.

1.3.13 With the Architect and the Owner’s maintenance personnel, observe the Trade Contractors’

checkout of utilities, operational systems and equipment for readiness and assist in their initial start-up

and testing.

1.3.14 When the Construction Manager considers each Trade Contractor’s Work or a designated portion

thereof Substantially Complete, the Construction Manager shall prepare for the Architect a list of

incomplete or unsatisfactory items and a schedule for their completion. The Construction Manager shall

assist the Architect in conducting inspections for Substantial and Final Completion. After the Architect

certifies the Date of Substantial Completion of the Work, the Construction Manager shall coordinate the

correction and completion of the Work and shall be fully responsible for same.

1.3.15 Following the Architect’s issuance of a Certificate of Substantial Completion for the Project or

designated portion thereof evaluates the completion of the Work of the Trade Contractors and make

recommendations to the Architect when Work is ready for final inspection. Assist the Architect in

conducting final inspections. Secure and transmit to the Owner required guarantees, affidavits, releases,

bonds and waivers. Deliver all keys, manuals, record drawings and maintenance stocks to the Owner.

1.4 ADDITIONAL SERVICES

The following Additional Services shall be performed only upon authorization in writing from the

Owner. Additional Services and the amount of compensation therefore, shall be negotiated as needed.

1.4.1 Consultation on replacement of Work damaged by fire or other cause during construction, and

furnishing services in conjunction with the replacement of such Work.

1.4.2 Recruiting or training maintenance personnel.

1.4.3 Inspections of, and services related to, the Project after the end of the Construction Phase,

except where obligations of Basic services require Post Construction Phase Services.

1.4.4 Providing any other services not otherwise included in or contemplated by this Agreement.

1.5 TIME

1.5.1 The Construction Manager shall commence the performance of Preconstruction Phase Services

not later than _________ day following issuance of written notice to proceed from the Owner. The

Preconstruction Phase of the Project shall be deemed to commence on the _________ day following

issuance of the Notice to Proceed for such Phase.

1.5.2 The Construction Manager shall commence the performance of Construction Phase Services

upon award of any applicable Trade Contract or purchase order and upon the Owner’s issuance of a

written notice to proceed with Construction Phase Services. The Construction Phase of the Project shall

be deemed to commence on the date that such notice to proceed is issued.

1.5.3 The number of calendar days from the date on which the notice to proceed with Preconstruction

Phase Services is issued by the Owner, through the required Substantial Completion date of the Project

as subsequently established in the Guaranteed Maximum Price (“GMP”) amendment to this contract,

shall constitute the “Contract Time.” In no event, however, shall the Contract Time provide for Substantial

Completion of the Project later than __________________________. The Construction Manager

warrants that the Project shall be Substantially Complete within the Contract Time, provided that there are

no unreasonable and unanticipated delays in completion of the design documents, unusual and

unreasonable delays in obtaining any approval from a State or local governing agency or authority, or

other occurrences which would form the basis for an extension of the Contract Time in accordance with

this Agreement. The Construction Manager shall notify the Owner in writing of any deadline by which the

Construction Manager needs design documents, approvals, or other information sufficiently in advance of

such deadline so that any delay can be avoided.

1.5.4 The Construction Manager shall perform the services required herein as expeditiously as is

consistent with reasonable skill and care for the orderly progress of the Work and as required by

Paragraph 1.5.3 hereinabove. In the event of any delay in achieving Substantial Completion of the

Project, as that date may be extended pursuant to this Agreement, resulting from any act or omission of

the Construction Manager or any Trade Contractor, the Construction Manager shall pay the Owner the

sum of five hundred dollars ($500.00) per day for each and every calendar day of such delay in achieving

Substantial Completion beyond the Contract Time. Any sums due and payable hereunder by the

Construction Manager shall be payable, not as a penalty, but as liquidated damages representing an

estimate of delay damages likely to be sustained by the Owner, estimated at or before the time of

executing this Agreement. When the Owner reasonably believes Substantial Completion will be

inexcusably delayed, the Owner shall be entitled, but not required, to withhold from any amounts

otherwise due the Construction Manager an amount then believed by the Owner to be adequate to

recover liquidated damages applicable to such delays. If and when the Construction Manager overcomes

the delay in achieving Substantial 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. The term “Substantial Completion” as used in this Agreement

shall mean that stage in the progression of the Work, as certified in writing by the Architect, when the

Project is sufficiently complete in accordance with this Agreement that the Owner can enjoy beneficial use

or occupancy of the Project and can utilize it for its intended purpose. Partial use or occupancy of the

Project shall not result in the Project being deemed Substantially Complete and such partial use and

occupancy shall not be evidence of Substantial Completion. All limitations of time set forth in the Contract

Documents are of the essence of this Agreement.

ARTICLE 2

THE OWNER’S RESPONSIBILITIES

2.1 The Owner may in its discretion provide a budget for the Project, based on consultation with the

Construction Manager and the Architect, which may include contingencies for bidding, changes during

construction and other costs which are the responsibility of the Owner.

2.2 The Owner shall designate one or more representatives authorized to act in the Owner’s behalf

with respect to the Project. The Construction Manager shall fully cooperate with all Owner

representatives. The Owner, or any of its authorized representatives, shall examine documents

submitted by the Construction Manager and shall render decisions pertaining thereto promptly to avoid

unreasonable delay in the progress of the Construction Manager’s services. The Owner’s

representatives shall have no authority except as may be delegated by the Owner, and said

representatives are not authorized to waive, either by oral directions or by course of conduct, any term of

this Agreement.

2.3 The Owner shall retain an Architect whose services, duties and responsibilities shall be described

in the agreement between the Owner and the Architect. A copy of the Owner Architect Agreement will be

furnished to the Construction Manager upon request.

2.4 The Owner shall furnish structural, mechanical, chemical and other laboratory tests, inspections

and reports as required by law or the Contract Documents.

2.5 The Owner shall furnish the Construction Manager a sufficient quantity of Contract Documents for

the efficient bidding of the Project.

2.6 The services, information and reports required by Paragraphs 2.1 through 2.5, inclusive, shall be

furnished at the Owner’s expense, and unless the Construction Manager has knowledge to the contrary,

the Construction Manager shall be entitled to rely upon their accuracy and completeness. However,

nothing in this Paragraph shall relieve the Construction Manager of any of its duties and responsibilities

under this Agreement.

2.7 If the Owner observes or otherwise becomes aware of any fault or defect in the Contract

Documents or the Project or any nonconformance with the Contract Documents, reasonable notice

thereof shall be given by the Owner to the Construction Manager and the Architect. Notwithstanding this

provision, nothing herein shall relieve the Construction Manager from any obligations set forth in this

Agreement. Likewise, if the Construction Manager observes or otherwise becomes aware of any fault or

defect in the Contract Documents or the Project or of any nonconformance with the Contract Documents,

reasonable notice thereof shall be given by the Construction Manager to the Owner and the Architect.

2.8 The Owner reserves the right to perform work related to the Project with the Owner’s own forces,

and to award contracts in connection with the Project which are not part of the Construction Manager’s

responsibilities under this Agreement. The Construction Manager shall cooperate fully with the Owner

with respect to any such work and will coordinate the Work of the Construction Manager and the Trade

Contractors with any work performed independently by the Owner or any separate Contractor. The

Construction Manager shall timely notify the Owner in writing if any such independent work will in any

way compromise the Construction Manager’s ability to meet the Construction Manager’s responsibilities

under this Agreement. . The Owner shall require the separate contractor to meet the same

requirements of the Trade Contractors, including those regarding insurance, safety and repair of work

damaged by the separate contractor. The Owner shall ensure that its contract with the separate

contractor requires the separate contractor to comply with the CM’s directions regarding the scheduling

of the separate contractor’s work, and the access to and staging of the separate contractor’s work at the

Project site.

2.9 The Owner shall furnish the required information and services and shall render approvals and

decisions as expeditiously as necessary for the orderly progress of the Construction Manager’s services

and the Work of the Trade Contractors.

2.10 The Owner may elect, in its discretion, to purchase materials, equipment or supplies for use in

construction of the Project or for installation in the Project. In such event, the Construction Manager shall

assist the Owner as requested in the ordering and coordination of any such materials, equipment or

supplies. The furnishing of any such assistance shall be provided as part of the Construction Manager’s

Basic Services without further charge to the Owner.

ARTICLE 3

REMEDY OF DEFECTIVE WORK AND

TRADE CONTRACTOR DEFAULTS

3.1 The Construction Manager shall remedy, or cause to be remedied, all defective Work, any default

by the Construction Manager, and any Trade Contractor default.

3.2 The Construction Manager warrants to the Owner that all labor furnished to progress the Work

under the Contract Documents will be competent to perform the tasks undertaken, that the product of

such labor will yield only first-class results, that materials and equipment furnished will be of good quality

and new unless otherwise permitted by the Contract Documents, and that the Work will be of good

quality, free from faults and defects, and in strict conformance with the Contract Documents. Any and all

Work not strictly conforming to these requirements may be considered defective.

3.3 The Construction Manager shall be responsible for the failure of any Trade Contractor to carry out

Work in accordance with the applicable Contract Documents pertaining to such Trade Contractor’s Work.

The Construction Manager shall immediately cause to be corrected defective Work rejected by the Owner

or by the Architect, and the responsible Trade Contractor (or if such Trade Contractor fails to do so, the

Construction Manager) shall pay all costs and expenses associated with correcting such rejected Work,

including any additional testing and inspections and any fees and expenses of the Architect made

necessary thereby. In the event of default by a Trade Contractor, the Construction Manager shall arrange

for the completion or correction of the Trade Contractor’s Work and shall be fully responsible for all costs

and expense incurred in such completion or correction and all other costs and expense incurred in

remedying any such default.

3.4 If within one (1) year after Substantial Completion of the Work on the Project, any of the Work is

found to be defective or not in accordance with the Contract Documents, the Construction Manager shall

cause such Work to be corrected promptly upon receipt of written notice from the Owner. This obligation

shall survive final payment by the Owner and termination of this Agreement. With respect to Work

performed between Substantial Completion and Final Completion, this one year obligation to specifically

correct defective and nonconforming Work shall begin on the date of Final Completion. The duty to

correct defective Work during the one year correction period provided by this Paragraph shall not

establish a period of limitation with respect to any other warranty, duty, or responsibility under this

Agreement.

ARTICLE 4

THE GUARANTEED MAXIMUM PRICE

4.1 The Owner, Architect, and Construction Manager shall discuss and reach an agreement

as to the extent and degree of completion of final construction drawings and specifications required in

order for the Construction Manager to establish and provide a Guaranteed Maximum Price (“GMP”).

Within thirty (30) days after receipt from the Architect of final construction drawings and specifications,

the Construction Manager shall submit in writing to the Owner and the Architect a Guaranteed

Maximum Price for complete construction of the Project in accordance with such drawings and

specifications. Said Guaranteed Maximum Price shall include the following: (a) The cost of all labor,

equipment, material and supplies necessary for, or utilized in, construction of the Project whether

performed or furnished by the Construction Manager, the Trade Contractors, vendors, suppliers or

others; (b) the General Conditions costs as set forth in the Construction Manager’s proposal to the

Owner and as accepted by the Owner; and, (c) the Construction Manager’s fee as set forth in the

Construction Manager’s proposal to the Owner and as accepted by the Owner. It is the intent of this

provision that the Guaranteed Maximum Price shall include the complete and total cost of constructing

the Project in accordance with all requirements of the Contract Documents.

The sum of the cost of the Work, any previously executed Early Work Amendments as

provided for by Article 6 of this Agreement, the Construction Manager’s General Conditions, and the

Construction Manager’s Fee are guaranteed by the Construction Manager not to exceed the amount

provided in the GMP Amendment, subject to additions and deductions by changes in the Work as

provided in the Contract Documents. Such maximum sum as adjusted by approved changes in the

Work is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would

cause the GMP to be exceeded shall be paid by the Construction Manager without reimbursement by

the Owner. All savings, including unused contingency, if any, shall be returned to the Owner. The CM’s

guarantee is of the overall GMP and is not a guarantee of any of the individual line items or components

comprising GMP, it being understood that underruns and overruns in particular line items or

components of the GMP may be used by the CM to offset each other.

4.2 Within fourteen (14) days after receipt from the Construction Manager of the Guaranteed

Maximum Price, the Owner may reject same and may, in its discretion, terminate this Agreement for

convenience. Notwithstanding any other provision of this Agreement, in the event of such termination,

the Owner shall pay the Construction Manager the lump sum of $25,000.00 which shall constitute the full

and complete compensation due Construction Manager of every kind and nature, for work performed, or

expenses incurred, prior to such termination.

4.3 Absent rejection of the Guaranteed Maximum Price by the Owner within the time set forth in

Paragraph 4.2 hereinabove, the Guaranteed Maximum Price shall constitute an agreement by the

Construction Manager to construct the Project in strict accordance with all requirements of the Contract

Documents for a sum not to exceed the Guaranteed Maximum Price, and the Contract Price as set forth

in Article 5 herein below shall not exceed such Guaranteed Maximum Price.

ARTICLE 5

THE CONTRACT PRICE AND CONTRACT PAYMENTS

5.1 After establishment of the Guaranteed Maximum Price in accordance with the provisions of

Article 4 hereinabove, the Construction Manager shall promptly proceed to obtain bids, quotations,

proposals and pricing for the complete construction of the Project as required by the Contract Documents.

Bid packages for the purpose of bidding the Trade Contracts shall be prepared by the Construction

Manager. The Construction Manager shall carefully prepare such packages prior to bid, and shall confirm

that all Work (including all necessary materials and equipment) required for the complete construction of

the Project in strict conformity with all requirements of the Contract Documents has been included in the

bid packages. The Construction Manager shall submit all bid packages to the Owner for review before

the same are released for bidding. All bids, quotations, proposals and pricing shall be subject to review by

the Owner and the Architect prior to acceptance by the Construction Manager. The Construction

Manager shall not contract with any Trade Contractor, vendor, supplier or other entity to which the Owner

or the Architect makes reasonable objection. Upon receipt and acceptance of such bids, quotations,

proposals and prices in accordance with this Paragraph, the Construction Manager shall contract with

such Trade Contractors, vendors, suppliers and others as necessary for the Construction Manager to

construct the Project in strict accordance with the requirements of the Contract Documents.

5.2 For the complete construction of the Project in strict accordance with the requirements of the

Contract Documents, the Construction Manager shall be paid the Contract Price. The Contract Price

shall be the sum of the following:

(i) the actual amount to be paid to the Trade Contractors, vendors and suppliers for work

performed, or materials or equipment furnished, pursuant to the approved Trade

Contracts, vendor agreements, or supplier agreements with the Construction Manager;

and,

(ii) the General Conditions as set forth in the Construction Manager’s proposal to the Owner

and as accepted by the Owner; and,

(iii) A fee in the amount as set forth in the Construction Manager’s proposal to the Owner and

as accepted by the Owner.

NOTWITHSTANDING THE SUM TOTAL OF SUBPARAGRAPHS (A) (B) AND (C) HEREINABOVE, IN

NO EVENT SHALL THE CONTRACT PRICE EXCEED THE GUARANTEED MAXIMUM PRICE AS

ESTABLISHED PURSUANT TO ARTICLE 4 HEREINABOVE. THE CONTRACT PRICE SHALL NOT BE

MODIFIED EXCEPT BY CHANGE ORDER AS PROVIDED IN THIS AGREEMENT. The Contract Price,

once determined as set forth hereinabove, shall be stated in writing, signed by the Owner and the

Construction Manager, and attached as an amendment to this Agreement.

5.3 Within ten (10) days after determination of the Contract Price as provided by Paragraph 5.2

hereinabove, the Construction Manager shall prepare and present to the Owner and the Architect a

Schedule of Values allocating the Contract Price among the different elements of the Work. The

Construction Manager’s Schedule of Values shall be prepared in such form, with such detail, and

supported by such data as the Owner or Architect may require substantiating its accuracy. The

Construction Manager shall prorate its fee in equal monthly installments over the anticipated Construction

Phase of the Project. The Construction Manager shall not imbalance the Schedule of Values or artificially

inflate any element thereof. The violation of this provision by the Construction Manager shall constitute a

material breach of this Agreement. The Schedule of Values shall be used only as a basis for the

Construction Manager’s Requests for Payment and shall only constitute such basis after it has been

acknowledged in writing by the Owner and Architect.

5.4 The Owner shall pay the Contract Price to the Construction Manager in accordance with the

procedures set forth in this Paragraph 5.4. Based upon the Construction Manager’s Requests for

Payment submitted to the Architect and the Owner, and upon written Approvals for Payment

subsequently issued to the Owner by the Architect, the Owner shall make progress payments to the

Construction Manager on account of the Contract Price. On or before the 1

day of each month after

commencement of the Work, the Construction Manager shall submit a Request for Payment for the period

ending the 25

day of the month. Said Request for Payment shall be in such form and manner, and with

such supporting data and content, as the Architect or the Owner may require. Therein, the Construction

Manager may request payment for ninety percent (90%) of that portion of the Contract Price properly

allocable to materials or equipment properly stored at the Project site (or elsewhere if approved in

advance, in writing, by the Owner), less the total amount of previous payments received from the Owner.

PROVIDED, HOWEVER, that when fifty (50) percent of the contract value, including change orders and

other additions to the contract value, provided for by the Contract Documents is completed, and the

manner of completion of the contract Work and its progress are reasonably satisfactory to the Owner, the

Owner shall withhold no more retainage. At the discretion of the Owner, and with the approval of the

Construction Manager, the retainage of any Trade Contractor may be released separately as such Trade

Contractor completes its work. If, however, after discontinuing the retention, the Owner determines that

the Work is unsatisfactory or has fallen behind schedule, retention may be resumed at the previous level.

If retention is resumed by the Owner, the Construction Manager and the Trade Contractors shall be

entitled to resume withholding retainage accordingly. The rights of the Owner set forth herein to

retainage are in addition to all of the other rights and remedies of the Owner as set forth in this

Agreement. Payment for stored materials and equipment shall be conditioned upon the Construction

Manager’s proof, satisfactory to the Owner, that the Owner has title to such materials and equipment and

shall include proof of required insurance. Each such Request for Payment shall be signed by the

Construction Manager and shall constitute the Construction Manager’s representation that the Work has

progressed to the level for which payment is requested in accordance with this Agreement, and that the

Construction Manager knows of no reason why payment should not be made as requested. Thereafter,

the Owner and the Architect shall review the Request for Payment and may also review the Work at the

Project site or elsewhere to determine whether the quantity and quality of the Work is as represented in

the Request for Payment and is as required by this Agreement. The Architect shall determine and

approve in writing the amount, in the opinion of the Architect, properly owing to the Construction

Manager. The Owner shall make partial payments on account of the Contract Price to the Construction

Manager within thirty (30) days following the Architect’s written approval of each Request for Payment.

The amount of each partial payment shall be the amount approved for payment by the Architect less such

amounts, if any, otherwise owing by the Construction Manager to the Owner for which the Owner shall

have the right to withhold as authorized by this Agreement. The Architect’s approval of the Construction

Manager’s Requests for Payment shall not preclude the Owner from the exercise of any of its rights as

set forth in Paragraph 5.7 herein below. The submission by the Construction Manager of a Request for

Payment constitutes an affirmative representation and warranty that all Work for which payments have

been received from the Owner is free and clear of liens, claims, security interests or other encumbrances

in favor of the Construction Manager or any other person or entity whatsoever. As a condition precedent

for payment, the Construction Manager shall also furnish to the Owner properly executed waivers of lien,

in a form acceptable to the Owner, from all Trade Contractors, subcontractors, material men and

suppliers wherein said Trade Contractors, subcontractors, material men, and suppliers shall acknowledge

receipt of all sums due pursuant to all prior Requests for Payment and waive and relinquish any liens or

lien rights relating thereto. Furthermore, the Construction Manager warrants and represents that upon

payment of the Request for Payment submitted, title to all Work covered thereby shall immediately pass

to the Owner.

5.5 Upon receipt of any payment or partial payment from the Owner, the Construction Manager shall

promptly pay all Trade Contractors, material men, laborers, suppliers, and other such amounts as they

are entitled for the Work covered by such payment or partial payment. In the event the Owner becomes

informed that the Construction Manager has not paid a Trade Contractor, material men, laborer, supplier,

or other entity as provided herein, the Owner shall have the right but not the duty, to issue future checks

and payment to the Construction Manager of amounts otherwise due hereunder naming the Construction

Manager and any such Trade Contractor, material men, laborer, supplier, or other entity as joint payees.

Such joint check procedure, if employed by the Owner, shall create no rights in favor of any person or

entity beyond the right of the named payees to payment of the check and shall not be deemed to commit

the Owner to repeat the procedure in the future.

5.6 No progress payment, or other payment, to the Construction Manager, nor any use or occupancy

of the Project by the Owner, shall be interpreted to constitute acceptance of any Work not in strict

accordance with the requirements of the Contract Documents.

5.7 The Owner may decline to make payment, may withhold funds, and, if necessary, may demand

the return of some or the entire amount previously paid to the Construction Manager, to protect the

Owner from loss because of:

(i) Defective Work not remedied by the Construction Manager or any Trade Contractor

nor, in the opinion of the Owner, likely to be remedied by the Contractor or Trade

Contractor;

(ii) Claims, or potential claims of third parties against the Owner or the Owner’s property;

(iii) Failure by the Construction Manager to pay Trade Contractors or others in a prompt

and proper fashion;

(iv) Evidence that the Work will not be completed in accordance with this Agreement for the

unpaid balance of the Contract Price;

(v) Evidence that the Work will not be completed in the time required for Substantial or

Final Completion;

(vi) Failure or refusal by the Construction Manager or Trade Contractor to perform the

Work in accordance with this Agreement; and,

(vii) Damage to the Owner or to a third party to whom the Owner is, or may be, liable.

In the event the Owner makes written demand upon the Construction Manager for an amount

previously paid by the Owner, and in the event the Owner determines the return of such amount is

necessary to protect the interest of the Owner as set forth herein, the Construction Manager shall

promptly comply with such demand.

5.8 If within thirty (30) days after the date established herein for payment to the Construction

Manager by the Owner, the Owner, without cause or basis hereunder, fails to pay the Construction

Manager any amounts then due and payable to the Construction Manager, the Construction Manager

may stop the Work until payment is received after first providing ten (10) days written notice to the Owner.

Any payment not made within thirty (30) days after the date due shall bear interest at the rate of seven

percent (7%) per annum. The Owner and the Construction Manager expressly agree that the terms of

payment, payment period, and rates of interest herein shall control to the exclusion of any provisions set

forth in the Georgia Prompt Pay Act O.C.G.A. § 13-11-1 et al., and the provisions of said Act are hereby

waived.

5.9 When the Construction Manager believes that the Work is Substantially Complete, the

Construction Manager shall submit to the Architect a list of items to be completed or corrected. When the

Architect, on the basis of an inspection, determines that the Work is in fact Substantially Complete, it will

prepare a Certificate of Substantial Completion, shall state the responsibilities of the Owner and the

Construction Manager for Project security, maintenance, heat, utilities, damage to the Work and

insurance and shall fix the time within which the Construction Manager and Trade Contractors shall

complete the items listed therein. Guarantees and equipment warranties required by this Agreement

shall commence on the date of Substantial Completion of the Work. The Certificate of Substantial

Completion shall be submitted to the Owner and the Construction Manager for their written acceptance of

the responsibilities assigned to them in such Certificate. Upon Substantial completion of the Work, and

execution by both the Owner and the Construction Manager of the Certificate of Substantial Completion,

the Owner shall pay the Construction Manager an amount sufficient to increase total payments to the

Construction Manager to one hundred percent (100%) of the Contract Price less two hundred percent

(200%) of the reasonable costs as determined by the Owner for completion of all incomplete Work,

correcting and bringing into conformance all defective and nonconforming Work and handling all unsettled

claims.

5.10 When all of the Work is finally completed and the Construction Manager is ready for a final

inspection, it shall notify the Owner and the Architect thereof in writing. Thereupon, the Architect will

make final inspection of the Work and, if the Work is complete in full accordance with all requirements of

the Contract Documents, and this Agreement has been fully performed, the Architect will issue a final

Approval for Payment certifying to the Owner that the Project is complete and the Construction Manager

is entitled to the remainder of the unpaid Contract Price, less any amount withheld pursuant to this

Agreement. If the Architect is unable to issue its final Approval for Payment and is required to repeat its

final inspection of the Work, the Construction Manager shall bear the cost of such repeat final

inspection(s), which costs may be deducted by the Owner from the Construction Manger’s final payment.

5.11 If the Construction Manager fails to achieve final completion within the time fixed therefore by

the Architect in its Certificate of Substantial Completion, the Construction Manager shall pay the Owner

the sum of two hundred fifty dollars ($250.00) per day for each and every calendar day of unexcused

delay in achieving final completion beyond the date set forth herein for final completion of the Work. Any

sums due and payable hereunder by the Construction Manager shall be payable, not as a penalty, but as

liquidated damages representing an estimate of delay damages likely to be sustained by the Owner,

estimated at or before the time of execution of this Agreement. When the Owner reasonably believes that

final completion will be inexcusably delayed, the Owner shall be entitled, but not required, to withhold

from any amounts otherwise due the Construction Manager, an amount then believed by the Owner to be

adequate to recover liquidated damages applicable to such delays. If and when the Construction

Manager overcomes the delay in achieving 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. It is the intent of this Agreement that the Construction

Manager be fully liable to the Owner for any unexcused delay to either Substantial Completion or Final

Completion caused by the Construction Manager, any Trade Contractor or any other entity for which the

Construction Manager has responsibility under the Contract Documents.

5.12 As a condition precedent for final payment, the Construction Manager and all Trade

Contractors shall submit to the Owner and the Architect affidavits that all sums due for labor, material,

equipment, supplies and other liabilities connected with the Work or this Agreement for which the Owner

or the Owner’s property might be responsible have been paid in full and satisfied. As a further condition

precedent for payment, the Construction Manager shall furnish to the Owner releases and waivers of lien

from all Trade Contractors and from any and all other parties required by the Architect or Owner, along

with consent of surety, if any, to final payment. If any third party fails or refuses to provide a release of

claim or waiver of lien as required by the Architect or Owner, the Construction Manager shall furnish a

bond satisfactory to the Owner to discharge any such lien and indemnify the Owner from liability.

Furthermore, as a condition precedent for final payment, the Construction Manager shall furnish to the

Owner all warranties, operating manuals, instruction manuals and other similar documents required by

the Contract Documents.

5.13 The Owner shall make final payment of all sums due the Construction Manager within thirty

(30) days of the Architect’s execution of a final Approval for Payment.

5.14 Acceptance of final payment shall constitute a waiver of all claims against the Owner by the

Construction Manager except for those claims previously made in writing against the Owner by the

Construction Manager, pending at the time of final payment and identified in writing by the Construction

Manager as unsettled at the time of its Request for Final Payment.

ARTICLE 6

CHANGES

6.1 Changes in the Work within the general scope of the Contract Documents, consisting of

additions, deletions, revisions or any combination thereof, may be ordered by the Owner by written

Change Order without invalidating this Agreement. Changes in the Work consistent with the intent of the

design documents and not affecting the Contract Time, the Construction Manager’s compensation, or the

Contract Price of any Trade Contract may be ordered by the Architect by a written Field Order. In the

event the Construction Manager takes exception to any Field Order issued by the Architect, the

Construction Manager shall submit any claim for an extension of the Contract Time or adjustment to the

Contract Price in accordance with the provisions set forth in Article 9 herein below. The Construction

Manager shall then proceed with the work directed in the Field Order and any change in the Contract

Price resulting from same shall be determined in accordance with the provisions of Paragraph 6.4 herein

below. The Construction Manager shall cause such changes ordered by the Owner or the Architect to be

performed by the Trade Contractors, and the Construction Manager shall proceed diligently to provide all

services necessary in connection with any changes and same shall be accomplished in strict accordance

with the terms and conditions of the Contract Documents.

6.2 The Construction Manager shall maintain, and cause the Trade Contractors to maintain, separate

records reflecting costs, savings, and impacts related to any ordered change in the Work until the

adjustment in the Contract Time or the Contract Price, if any, have been agreed upon as evidenced by a

Change Order executed by both parties. The Construction Manager shall make such records available to

the Owner or Architect upon request.

6.3 “Change Order” shall mean a written order to the Construction Manager executed by the Owner

and the Architect, issued after execution of this Agreement, authorizing and directing a change in the

Work or an adjustment in the Contract Price or the Contract Time, or any combination thereof. The

Contract Price and the Contract Time may be changed only by Change Order. 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 Agreement as thus amended, and the

adjustments to the Contract Price and the Contract Time, if any. The Construction Manager, by executing

the Change Order, waives and releases any claim against the Owner for additional time or compensation

for matters relating to or arising out of or resulting from the Work included within or effected by the

executed Change Order save and except for any claims which the Construction Manager has identified in

writing to the Owner as being unresolved at the time of such execution.

6.4 Any change in the Contract Price resulting from a Change Order shall be determined by mutual

agreement between the Owner and the Construction Manager as evidenced by the change in

the Contract Price being set forth in a Change Order executed by both parties. If no agreement is

reached, then the change shall be determined by the actual and reasonable increases or decreases in

the Construction Manager’s and Trade Contractor’s costs of performance resulting from revisions in

the Work attributable to the change. The Construction Manager and Trade Contractor shall be entitled

to mark-up(s) for direct job site overhead, profit, and additional General Conditions as a result of

changed or extra Work in an amount not to exceed a combined total of 15%. The Construction

Manager shall determine a reasonable apportionment of the total mark-up by percentage between the

Trade Contractor and the Construction Manager, not to exceed a combined total of 15%, and shall

notify the Owner of such determination. Insurance and bond premiums shall be added on top of the

15% combined total markup. The Construction Manager shall maintain, and cause the Trade

Contractors to maintain, separate records evidencing any such expenditures or savings, which records

shall be made available to the Owner and Architect. Furthermore, the Construction Manager and

Trade Contractors shall verify the accuracy and completeness of any such expenditures or savings if

so requested by the Owner or Architect.

6.5 Early Work.

Early Work shall mean Construction Phase Services authorized by Amendment that the parties

agree should be performed in advance of establishment of the GMP. Permissible Early Work shall be

limited to early procurement of materials and supplies; early release of bid or proposal packages for site

development and related activities; and any other advance work related to critical components of the

project for which performance prior to establishment of the GMP will materially affect the critical path

schedule of the project.

An Early Work Amendment shall mean an Amendment to the Agreement for Construction

Management/General Contractor Services executed by and between the parties to authorize work under

an Early Work Package.

The Early Work Price shall mean the sum of the Early Work (lump sum), the applicable

Construction Manager fee, and the cost of any applicable bonds and insurance.

The parties may execute one or more Early Work Amendments identifying specific Construction

Phase Services that must be performed in advance of establishment of the GMP, without exceeding a

not-to-exceed budget, a maximum not-to-exceed price, or a fixed price (Early Work Price) to be stated in

such Amendment, with such Amendment including all necessary State of Georgia approvals where

required. If the Early Work Price is a not-to-exceed budget, then Construction Manager shall be obligated

to perform the Early Work only to the extent that the Cost of Work therefore, together with the

Construction Manager fee, does not exceed the Early Work Price; however, if Construction Manager

performs Early Work with a maximum not-to-exceed price or fixed price, and incurs cost in excess of that

maximum not-to-exceed price or fixed price, respectively, the Construction Manager shall complete the

Early Work and pay such excess cost without reimbursement. If one or more Early Work Amendments

are executed, the Construction Manager shall diligently continue to work toward development of a GMP

Amendment acceptable to Owner, which shall incorporate the Early Work Amendments.

If the Owner and Architect require the implementation of one or more early construction packages

(Early Work), the Owner and Construction Manager shall execute a separate contract amendment (Early

Work Amendment) setting forth the scope of work and price of each early construction package. Each

Early Work Amendment shall state the price for the scope of early work required by the Early Work

Amendment, which shall include the cost of the work, the general conditions and construction manager’s

fee. All Early Work shall be subject to the trade contractor selection process set forth in this Agreement. In

the event that a GMP cannot be successfully negotiated between the Owner and the Construction

Manager, trade contractor agreements between the Construction Manager and any trade contractors

performing Early Work shall, at the election of the Owner, be assigned to the Owner or to another

Construction Manager designated by the Owner, without the assent of the trade contractor. The Owner’s

designated replacement Construction Manager and the trade contractor shall be bound by the terms of

the original trade contractor agreement.

Upon execution of an Early Work Amendment or GMP Amendment, the Construction Manager

shall provide Construction Phase Services as provided in the Contract Documents, including without

limitation providing and paying for all materials, tools, equipment, labor and professional and non-

professional services, and performing all other acts and supplying all other things necessary to fully and

properly perform and complete the Work, as required by the Contract Documents, to furnish the Owner a

complete, fully functional Project, capable of being legally occupied and fully used for its intended

purposes upon completion of the Contract (or, as to an Early Work Amendment, to furnish such Work as

is described in the Early Work Amendment).

ARTICLE 7

TERMINATION OF AGREEMENT

7.1 If Work on the Project is consecutively stopped for a period of ninety (90) days by an order of any

court or other public authority, or as a result of any act of the Government, through no fault of the

Construction Manager or any person or entity working directly or indirectly for the Construction Manager,

the Construction Manager may, upon ten (10) days’ written notice to the Owner and the Architect,

terminate performance of this Agreement.

7.2 If the Owner shall persistently or repeatedly fail to perform any material obligation to the

Construction Manager for a period of thirty (30) days after receiving written notice from the Construction

Manager of its intent to terminate hereunder, the Construction Manager may, by written notice to the

Owner and the Architect, terminate performance of this Agreement.

7.3 The Owner may, by written notice, and for any reason whatsoever, terminate performance by the

Construction Manager under this Agreement for convenience. The Construction Manager shall, as the

Owner may direct, terminate outstanding orders and Trade Contracts relating to this Agreement and

settle the liabilities and claims arising out of the termination of such Trade Contracts and orders. The

Construction Manager shall transfer, assign, and deliver title to the Owner of all completed or partially

completed Work, materials, fixtures, equipment to be incorporated in the Work, and Trade Contract rights

as the Construction Manager has in connection with the terminated Work.

7.4 The Owner may, for cause, terminate this Agreement if the Construction Manager refuses or fails

to (a) cause the Work to be prosecuted in a timely manner, (b) cause defective or nonconforming Work to

be timely corrected, (c) make prompt payment to Trade Contractors, (d) obey laws, ordinances, rules,

regulations or orders of any public authority having jurisdiction, or (e) properly perform any other material

obligation it has under any of the Contract Documents. Such termination shall be by written notice to the

Construction Manager and shall be without prejudice to any other right or remedy of the Owner. If the

Owner terminates the employment of the Construction Manager for cause, the Owner may take

possession of the site and of all the Work and materials thereon and may finish the Project by whatever

methods it deems expedient. In the event of a termination for cause, the Construction Manager hereby

assigns to the Owner all outstanding subcontracts, Trade Contracts and purchase orders, such

assignment to be effective after termination of this Agreement and Owner’s written acceptance of said

assignment. In the event of a termination for cause, the Construction Manager shall not be entitled to

receive any payment on amounts otherwise due under this Agreement until the Work on the Project is

finally complete. If the reasonable cost to complete the Work exceeds the unused balance of the

Contract Price, the Owner shall have such rights and remedies as are provided by law.

7.5 In the event of termination by either party not the fault of the Construction Manager, save and

except for a termination pursuant to Paragraph 4.2 hereinabove, the Construction Manager shall be paid

any portion of the Contract Price then earned and due the Construction Manager. The total sum to be

paid the Construction Manager under this Paragraph shall not exceed the total Contract Price reduced by

the amount of payments previously made, and shall in no event include duplication of payment, or

anticipated profit or consequential damages of any kind or nature.

7.6 Notwithstanding any other provision of this Agreement, prior to termination by either party for

cause, the defaulting party shall have seven (7) days (or such longer period as may be provided

elsewhere in this Agreement) in which to cure its default.

ARTICLE 8

INSURANCE AND BONDS

8.1 The Construction Manager shall purchase and maintain insurance for protection from claims

under workers’ or workmen’s compensation acts; from claims for damages because of bodily injury,

including personal injury, sickness, disease or death of any of the Construction Manager’s employees or

of any person; from claims for damages because of injury to or destruction of tangible property including

loss of use resulting there from; and from claims arising out of the performance of this Agreement and

caused by negligent acts for which the Construction Manager is legally liable. The minimum insurance

coverage required to be maintained by the Construction Manager is set forth in the attached Exhibit “A”

which is incorporated herein by reference. The Construction Manager shall furnish proof of such

coverage to the Owner and the Architect prior to commencement of any work under this Agreement.

8.2 The Construction Manager shall provide separate payment and performance bonds within ten

(10) days after establishment of the Contract Price and prior to the commencement of any construction on

the Project. The penal sum of each bond shall be an amount not less than the Contract Price. Each

bond furnished by the Construction Manager shall incorporate by reference the terms of this Agreement

as fully as though they were set forth verbatim in such bonds. In the event the Contract Price is adjusted

by Change Order executed by the Construction Manager, the penal sum of both the performance bond

and the payment bond shall be deemed increased by like amount. The performance and payment bonds

furnished by the Construction Manager shall be in such form as may be required by the Owner, or in such

other form suitable to the Owner in its sole discretion, and shall be executed by a surety, or sureties,

reasonably acceptable to the Owner. All such bonds must conform to all requirements of Georgia Law

and must be executed by a surety authorized to do business in the State of Georgia.

If an Early Work Amendment is executed, the Construction Manager shall provide bond in the

amount of the Early Work Price under the Early Work Amendment. Construction Manager shall provide to

Owner additional or replacement bonds at the time of execution of any subsequent Early Work

Amendment or GMP Amendment, in each case prior to execution of the Amendment and the supplying of

any labor or materials for the prosecution of the Work covered by the Amendment, and in each case in a

sufficient amount so that the total bonded sum equals or exceeds the total Early Work Price or the GMP,

as the case may be. In the event of a Change Order that increases the GMP, the Construction Manager

shall provide to Owner an additional or supplemental bond in the amount of such increase prior to

performance of the additional Work.

8.3 This Agreement contemplates that changes will be made in the Work, and the Surety shall be

deemed to have consented to such changes in the Work, as well as to changes in the Contract Time and

the Contract Price. However, at the Owner’s sole election, the Owner may require the Construction

Manager to notify and obtain the written consent and approval of the Construction Manager’s surety with

reference to any Change Order or other desired action of the Owner.

ARTICLE 9

CLAIMS

9.1 All claims by the Construction Manager, including claims for extensions of time and adjustments

to the Contract Price, shall be initiated by written notice submitted to the Owner and the Architect. Such

written notice must be furnished within seven (7) days after occurrence of the event, or the first

appearance of the condition, giving rise to the claim, and same must set forth all facts and circumstances

supporting the claim. Pending resolution of any claim of the Construction Manager, the Construction

Manager shall diligently proceed with performance of this Agreement and shall maintain separate records

documenting the impacts and costs of the occurrence or condition giving rise to the claim, and the Owner

shall continue to make payments to the Construction Manager in accordance with this Agreement. The

resolution of any claim shall be reflected by a Change Order executed by the Owner, the Architect and

the Construction Manager.

9.2 Should concealed and unknown conditions encountered in performance of the Work (a) below the

surface of the ground or (b) in an existing structure be at variance with the conditions indicated by the

Contract Documents, or should unknown conditions of an unusual nature differing materially from those

ordinarily encountered in the area and generally recognized as inherent in Work of the character provided

for in the Contract Documents, be encountered, the Contract Price shall be equitably adjusted by Change

Order upon the written notice and claim by either party made within seven (7) days after the first

observance of the condition. As a condition precedent to the Owner having any liability to the

Construction Manager for concealed or unknown conditions, the Construction Manager must give the

Owner and the Architect timely written notice of, and an opportunity to observe, the condition prior to

disturbing it. The failure by the Construction Manager to make the written notice and claim as provided

by this Paragraph shall constitute a waiver by the Construction Manager of any claim arising out of or

relating to such concealed or unknown condition.

9.3 If the Construction Manager wishes to make a claim for an increase in the Contract Price, as a

condition precedent to any liability of the Owner therefore, the Construction Manager shall give the Owner

and the Architect written notice of such claim within seven (7) days after the occurrence of the event, or

the first appearance of the condition, giving rise to such claim. Such notice shall be given by the

Construction Manager before proceeding to execute any additional or changed Work. The notice

required by this Paragraph is a condition precedent to an adjustment in the Contract Price, and the failure

to give such notice, prior to executing the Work, shall constitute a waiver of any claim for an adjustment to

the Contract Price.

9.4 In connection with any claim by the Construction Manager against the Owner for compensation in

excess of the Contract Price, any liability of the Owner for the Construction Manager’s cost shall be

strictly limited to direct costs incurred by the Construction Manager or applicable Trade Contractor. The

Owner shall not be liable to the Construction Manager for claims of third parties, including Trade

Contractors, except when such liability is acknowledged by the Owner in writing or unless and until

liability of the Construction Manager has first been established therefore in a court of competent

jurisdiction. The Construction Manager agrees that it shall not make any claim for an adjustment to the

Contract Price resulting from any delay in the completion of the Project if (1) such delay is not caused by

a negligent act or breach of this Agreement by the Owner or its agents or (2) the Construction Manager

completes the Project on or before the Contract Time. Any acceleration of the performance of the Work

shall be first authorized in writing by the Owner. Furthermore, in connection with any claim by the

Construction Manager against the Owner for cost or expense in excess of the Contract Price, any liability

of the Owner shall be strictly limited to direct cost incurred by the Construction Manager or applicable

Trade Contractor and shall in no event include indirect cost or consequential damages of the Construction

Manager or Trade Contractor, including but not limited to, home office overhead or expense, loss of

efficiency, lost profits, loss of use of capital, or loss of bonding capacity.

9.5 If the Construction Manager or any Trade Contractor is delayed in progressing any task which at

the time of the delay is then critical, or which during the delay becomes critical, as the sole result of any

act or neglect to act by the Owner or someone acting in the Owner’s behalf, or by changes ordered in the

Work, unreasonable and unanticipated delays in completion of the design documents, unusual and

unreasonable delays in obtaining any approval from a State or local governing agency or authority,

unusual delay in transportation, unusually adverse weather conditions not reasonably anticipatable, fire or

any causes beyond the Construction Manager’s or Trade Contractor’s control, then the Contract Time

shall be extended upon the written notice and claim of the Construction Manager to the Owner and the

Architect, for such reasonable time as the Owner may determine. For purposes of this Agreement, and

for purposes of extensions of the Contract Time, the Construction Manager agrees that it anticipates

adverse weather sufficient to prevent Work in accordance with the schedule set for herein below, and the

Construction Manager further agrees that unless it encounters actual adverse weather in excess of those

days set forth herein below, it shall not make, nor shall it be entitled to, any extension of the Contract

Time:

January - 22 days May - 4 days September - 4 days

February - 16 days June - 6 days October - 5 days

March - 11 days July - 8 days November - 9 days

April - 7 days August - 6 days December - 15 days

The loss of Project float will not be cause for an extension of the Contract Time, and all such float shall be

owned by the Project and used to avoid, or compensate for, any delays. Any notice and claim for an

extension of time by the Construction Manager shall be made not more than seven (7) days after the

occurrence of the event or the first appearance of the condition giving rise to the claim and shall set forth

in detail the Construction Manager’s basis for requiring additional time in which to complete the Project.

The notice required herein is a condition precedent to an adjustment in the Contract Time, and if the

Construction Manager fails to make such claim as required in this Paragraph any claim for an extension

of time shall be waived.

ARTICLE 10

OTHER GENERAL CONDITIONS OF AGREEMENT

10.1 The Construction Manager accepts the relationship of trust and confidence established between

the Construction Manager and the Owner by this Agreement. The Construction Manager covenants with

the Owner to furnish its best professional skill and judgment and to cooperate with the Architect in

furthering the interest of the Owner. The Construction Manager agrees to furnish efficient business

administration and superintendence and to use its best efforts to furnish at all times an adequate supply

of manpower and materials, and to perform the Work in the best and soundest way and in the most

expeditious and economical manner consistent with the interests of the Owner.

10.2 The Construction Manager agrees to make available for inspection and copying by the Owner or

the Owner’s designated representative all records held by the Construction Manager pertaining to the

Project at the Construction Manager’s office. Such documents include, but are not limited to, all

drawings, plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings,

videos, or other writings or things which document the Project, its design and construction, and the

construction costs associated therewith. The Construction Manager shall maintain and protect these

documents for no less than three (3) years after final completion of the Project, or for any longer period of

time as may be required by law. The requirements of this Paragraph shall be incorporated into all

contracts with any Trade Contractor. Records of construction costs shall be kept on the basis of

generally accepted accounting principles.

10.3 The Construction Manager agrees to cause errors and omissions in the Work to be promptly

corrected so that the progress of the Project will not be impeded.

10.4 Ten (10) sets of the plans and specifications required for cost estimates, reviews, and bid

procurement shall be provided to the Construction Manager, free of charge. Additional sets may be

purchased by the Construction Manager at its sole cost and expense.

10.5 Prior to the submission of its Guaranteed Maximum Price in accordance with Paragraph 4.1

hereinabove, the Construction Manager shall read, carefully study and compare each of the Contract

Documents and shall give written notice to the Owner and the Architect of any inconsistency, ambiguity,

error or omission which the Construction Manager may discover with respect to such documents. The

issuance, or the express or implied approval by the Owner or the Architect, of the Contract Documents,

shall not relieve the Construction Manager of its duties imposed hereby, nor shall any such approval be

evidence of the Construction Manager’s compliance with this Agreement. The Owner makes no

representation or warranties of any nature to the Construction Manager concerning the Contract

Documents. By submission of its Guaranteed Maximum Price, the Construction Manager acknowledges

and represents that it has received, reviewed and carefully examined such documents, has found them to

be reasonably complete, accurate, adequate, consistent, coordinated and sufficient for construction.

10.6 In the event of any conflict, discrepancy, or inconsistency, among any of the Contract Documents,

the following hierarchy shall control: (a) as between figures given on drawings and the scaled

measurements, the figures shall govern; (b) as between large scale drawings and small scale drawings,

the large scale shall govern; (c) as between drawings and specifications, the requirements of the

specifications shall govern; and, (d) as between this Agreement and the specifications, the requirements

of this Agreement shall govern. As set forth hereinabove, any and all conflicts, discrepancies, or

inconsistencies shall be immediately reported to the Architect in writing by the Construction Manager.

10.7 If the Construction Manager, or any Trade Contractor, persistently fails or refuses to perform

Work in accordance with the requirements of the Contract Documents, the Owner may order the

Construction Manager, or such Trade Contractor, to stop the Work, or any described portion thereof, until

the cause for stoppage has been corrected, no longer exists, or the Owner orders that Work be resumed.

In such event, the Construction Manager or Trade Contractor shall immediately obey such order.

10.8 In the event the Construction Manager or any of the Trade Contractors fails to diligently prosecute

any Work, or fails to correct any deficient or defective work, the Owner, after first providing three (3) days

notice to the Construction Manager, may, without prejudice to any other rights or remedies the Owner

may have against the Construction Manager, proceed to carry out the subject Work. In such situation, an

appropriate Change Order shall be issued deducting from the Contract Price the cost of performing or

correcting the subject Work, plus compensation for the Architect’s additional services and expenses

necessitated thereby, if any. If the unpaid portion of the Contract Price is insufficient to cover the amount

due the Owner, the Construction Manager shall pay the difference to the Owner.

10.9 The Construction Manager shall employ and maintain at the Project site only competent

supervisory personnel. Absent written instruction from the Construction Manager to the contrary, the

Construction Manager’s superintendent shall be deemed the Construction Manager’s authorized

representative at the site and shall be authorized to receive and accept any and all communications from

the Owner or the Architect. Key supervisory personnel assigned by the Construction Manager to this

Project are as follows:

NAME FUNCTION

_______________________________ _____________________________

_______________________________ ______________________________

So long as the individuals named above remain actively employed or retained by the Construction

Manager, they shall perform the functions indicated next to their names unless the Owner agrees to the

contrary in writing. In the event one or more individuals not listed above subsequently assumes one or

more of those functions listed above, the Construction Manager shall be bound by the provisions of this

Paragraph as though such individuals had been listed above.

10.10 The Construction Manager shall be responsible for keeping the site reasonably clean during

the performance of the Work. Upon final completion of the Work, the Construction Manager shall clean

the site and the Project and shall remove all waste, together with all of the Construction Manager’s

property there from.

10.11 In the event the Construction Manager breaches any of its obligations as set forth in this

Agreement, and in the further event the Owner is required to retain legal counsel as a result of such

breach, the Construction Manager shall be liable to the Owner for any and all legal fees thus incurred and

any and all court costs, expert witness fees, or other expenses of litigation arising out of, or resulting from,

such breach.

10.12 The Owner and Architect shall have access to the Work at all times from commencement of

the Work through final completion. The Construction Manager shall take whatever steps necessary to

provide access when requested.

10.13 THE DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE CONSTRUCTION

MANAGER UNDER THIS AGREEMENT SHALL IN NO MANNER WHATSOEVER BE CHANGED,

ALTERED, DISCHARGED, RELEASED OR SATISFIED BY ANY DUTY, OBLIGATION OR

RESPONSIBILITY OF THE ARCHITECT. THE CONSTRUCTION MANAGER IS NOT A THIRD-PARTY

BENEFICIARY OF ANY AGREEMENT BY AND BETWEEN THE OWNER AND 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.

10.14 If any of the Work is covered contrary to the Architect’s request or to any provisions to this

Agreement, it shall, if required by the Architect or the Owner, be uncovered for the Architect’s inspection

and shall be properly replaced at the Construction Manager’s expense without change in the Contract

Time.

10.15 If the Owner chooses to accept defective or nonconforming Work, the Owner may do so. In

such event, the Contract Price shall be reduced by the lesser of (a) the reasonable cost of removing and

correcting the defective or nonconforming Work, or (b) the difference between the fair market value of the

Project as constructed and the fair market value of the Project had it not been constructed in such a

manner as to include defective or nonconforming Work. If the remaining portion of the unpaid Contract

Price, if any, is insufficient to compensate the Owner for its acceptance of defective or nonconforming

Work, the Construction Manager shall, upon written demand from the Owner, pay the Owner such

remaining compensation for accepting defective or nonconforming Work.

10.16 The Owner shall have the right at any time to direct the Construction Manager and the Trade

Contractors to suspend performance, or any designated part thereof, for any reason whatsoever, or

without reason, for a cumulative period of up to thirty (30) calendar days. If any such suspension is

directed by the Owner, the Construction Manager and Trade Contractors shall immediately comply with

same. In the event the Owner directs a suspension of performance under this Paragraph, through no

fault of the Construction Manager or any Trade Contractor, the Owner shall pay the Construction

Manager as full compensation for such suspension Construction Manager’s reasonable costs, actually

incurred and paid, of:

A. Demobilization and remobilization, including such costs paid to Trade Contractors;

B. Preserving and protecting Work in place;

C. Storage of materials or equipment purchased for the Project, including insurance

thereon; and,

D. Performing in a later, or during a longer, time frame than contemplated by this

Agreement.

ARTICLE 11

MISCELLANEOUS PROVISIONS

11.1 This Contract shall be governed, construed and enforced in accordance with Georgia law. All

actions arising out of, or in any way connected with this Agreement shall be litigated and decided in the

Superior Court of Bibb County, which court shall have exclusive jurisdiction of same, and the Construction

Manager hereby submits itself to the jurisdiction and venue of that court and waives any rights to insist

upon venue or jurisdiction elsewhere or raise any such defenses in any such action. At the sole

discretion of the Owner, it is agreed that any claim or dispute between the parties may be submitted to

non-binding Mediation.

11.2 To the fullest extent permitted by law, the Construction Manager shall indemnify and hold

harmless the Owner from and against liability, claims, damages, losses and expenses, including

attorneys’ fees and expenses, and fees and expenses of experts, arising out of or resulting from any

breach of this Agreement or from any performance of the Work, including but not limited to, such liability,

claims, damage, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or

destruction of tangible property including loss of use resulting there from, but only to the extent caused in

whole or in part by any breach of contract or any negligent acts or omissions of the Construction

Manager, a Trade Contractor, anyone directly or indirectly employed by them or anyone for whose acts

they may be liable, regardless of whether or not such liability, claim, damage, loss or expense is caused

in part by the party indemnified hereunder. In claims against any person or entity indemnified under this

Paragraph by an employee of the Construction Manager, a Trade Contractor, anyone directly or indirectly

employed by them or anyone for whose acts they may be liable, the indemnification obligation under this

Paragraph shall not be limited by any limitation on amount or type of damages, compensation or benefits

payable by or for the Construction Manager or Trade Contractor under workers’ compensation acts,

disability benefit acts or other employee benefit acts.

11.3 The Owner and the Construction Manager, respectively bind themselves, their partners,

successors, assigns and legal representatives to the other party to this Agreement, and to the partners,

successors, assigns and legal representatives of such other party with respect to all covenants of this

Agreement. The Construction Manager shall not assign, sublet or transfer any interest in this Agreement

without the written consent of the Owner.

11.4 This Agreement represents the entire and integrated agreement between the Owner and the

Construction Manager and supersedes all prior negotiations, representations or agreements, either

written or oral. This Agreement may be amended only by written instrument signed by both the Owner

and the Construction Manager.

This Agreement is entered on the date of the last party to execute same.

Executed this __________ day of _________________________________, 20_____.

______________________________________

Samuel F. Hart, Sr.

Chairman, Bibb County Board of Commissioners

______________________________________

Attest: Shelia Thurmond

Clerk, Bibb County Board of Commissioners

______________________________________ Sworn to and subscribed before me this ______

Construction Manager day of ____________________________, 20__

______________________________________

Name ______________________________________

Notary Public

______________________________________

Title

[SEAL]

EXHIBIT A

INSURANCE REQUIREMENTS

Insurance Certificates. The Construction Manager shall, in accordance with 2.1.2.2, procure the

insurance coverages identified below at the Construction Manager’s expense (e.g. within the bid price

and Contract Sum) and shall furnish the Owner an insurance certificate listing the Owner as the certificate

holder and as an additional insured. Evidence of the insurance coverages shall be provided on the form

shown in Section 7 or on a form acceptable to the Owner. The insurance certificate must provide the

following:

(a) Name and address of authorized agent

(b) Name and address of insured

(d) Description of policies

(e) Policy Number(s)

(f) Policy Period(s)

(g) Limits of liability

(h) Name and address of Owner as certificate holder

(i) Project Name and Number

(j) Signature of authorized agent

(k) Telephone number of authorized agent

(l) Mandatory thirty day notice of cancellation or non-renewal (except ten days for

nonpayment).

Insurer Qualifications, Insurance Requirements. Each of the insurance coverages required below (i)

shall be issued by a company licensed by the Insurance Commissioner to transact the business of

insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be an insurer (or, for

qualified self-insureds or group self insureds, a specific excess insurer providing statutory limits) with a

Best Policyholders Rating of “A“-or better and with a financial size rating of Class “V” or larger. Each such

policy shall contain the following provisions:

The insurance company agrees that the policy shall not be canceled, changed, allowed to lapse

or allowed to expire until thirty (30) days after the Owner has received written notice thereof, as

evidenced by return receipt of certified mail or statutory mail, or until such time as other insurance

coverage providing protection equal to protection called for in this Contract shall have been received,

accepted and acknowledged by the Owner. Such notice shall be valid only as to the Project as shall have

been designated by Project Number and Name in said notice.

The policy shall not be subject to invalidation as to any insured by reason of any act of omission

of another insured or any of its officers, employees, agents or other representatives (“Separation of

Insureds”).

Each Insurer is hereby noticed that the statutory requirement that the Attorney General of

Georgia shall represent and defend the Indemnities remains in full force and effect and is not waived by

issuance of any policy of insurance. In the event of litigation, any settlement on behalf of the indemnities

must be expressly approved by the Attorney General. The Construction Manager and its insurance

carrier may retain, but are not obligated to retain, counsel to assist with the defense of the Indemnities, in

which case there will be mutual cooperation between the Attorney general and such counsel. See O.C.G.

A. 45-15-12.

All deductibles shall be paid for by the Construction Manager.

Required Insurance Coverages. The Construction Manager also agrees to purchase and have the

authorized agent state on the insurance certificate that the Construction Manager has purchased the

following types of insurance coverages, consistent with the policies and requirements of O.C.G.A. 50-21-

37.

The minimum required coverages and liability limits are as follows:

1. Workers’ Compensation Insurance. The Construction Manager agrees to provide, at a

minimum, Workers’ Compensation coverage in accordance with the statutory limits as established by the

General Assembly of the State of Georgia. A group insurer must submit a certificate of authority from the

Insurance Commissioner approving the group insurance plan. A self-insurer must submit a certificate

from the Georgia Board of Workers’ compensation stating the contractor qualifies to pay its own workers’

compensation claims. The Construction Manager shall require all Trade Contractors/Subcontractors

performing work under this Contract to obtain an insurance certificate showing proof of Workers’

compensation Coverage and shall submit a certificate on the letterhead of the Construction Manager in

the following language:

This is to certify that all trade contractors/subcontractors performing work on this Project are

covered by their own workers’ compensation insurance or are covered by the Construction Manager’s

workers’ compensation insurance.

2. Employers’ Liability Insurance. The Construction Manager shall also maintain Employer’s

Liability Insurance Coverage with limits of at least:

(i) Bodily Injury by Accident $1,000,000 each accident

(ii) Bodily Injury by Disease $1,000,000 each employee; and

(iii) Bodily Injury/Disease Aggregate $1,000,000 each accident

The Construction Manager shall require all Trade Contractors/Subcontractors performing work under this

Contract to obtain an insurance certificate showing proof of Employers Liability Insurance Coverage and

shall submit a certificate on the letterhead of the Construction Manager in the following language;

This is to certify that all trade contractors/subcontractors performing work on this Project are

covered by their own Employers Liability Insurance Coverage or are covered by the Construction

Manager’s Employers Liability Insurance Coverage.

3. Commercial General Liability Insurance. The Construction Manager shall provide Commercial

General Liability Insurance (2001 ISO Occurrence Form or equivalent) that shall include, but need not be

limited to, coverage for bodily injury and property damage arising from premises and operations liability,

products and completed operations liability, lasting and explosion, collapse of structures, underground

damage, personal injury liability and contractual liability. The CGL policy must include separate

aggregate limits per Project and shall provide at a minimum the following limits:

Coverage Limits

1. Premises and Operations $1,000,000 per Occurrence

2. Products and Completed Operations $1,000,000 per Occurrence

3. Personal Injury $1,000,000 per Occurrence

4. Contractual $1,000,000 per Occurrence

5. General Aggregate $2,000,000 per Project

Additional Requirements for Commercial General Liability Insurance are as follows:

4. Commercial business Automobile Liability Insurance. The Construction Manager shall provide

commercial business Automobile Liability Insurance that shall include coverage for bodily injury and

property damage arising from the operation of any owned, non-owned, or hired automobile. The

commercial business Automobile Liability Insurance Policy shall provide not less than $1,000,000

combined Single Limits for each accident.

Additional Requirements for Commercial Business Automobile Liability Insurance are as follows:

5. Commercial Umbrella Liability Insurance. The Construction Manager shall provide a

commercial Umbrella Liability Insurance to provide excess coverage above the Commercial General

Liability, Commercial Business Automobile Liability and the Workers’ Compensation and Employers’

Liability to satisfy the minimum limits set forth herein. The umbrella coverage shall follow form with the

Umbrella limits required as follows:

For contract Amounts Less For Contract Amounts Equal to

Than $5,000,000: or Greater than $5,000,000:

$2,000,000 per Occurrence $2,000,000 per Occurrence

$4,000,000 Aggregate $10,000,000 Aggregate

Additional Requirements for Commercial Umbrella Liability Insurance are as follows:

Additional Requirements for Commercial Policies

(a) The policy shall name as additional Insureds the officers, members, and employees of

the Owner and the Using Agency.

(b) The policy must be on an “occurrence” basis.

6. Builders Risk Insurance. Construction Manager shall provide a Builder’s Risk Policy to be

made payable to the Owner and contractor, as their interests may appear. The policy amount should be

equal to 100% of the Contract Sum, written on a Builder’s Risk “All Risk”, or its equivalent. The policy

shall be endorsed as follows:

The following may occur without diminishing, changing, altering or otherwise affecting that

coverage and protection afforded the insured under this policy:

(i) Furniture and equipment may be delivered to the insured premises and installed

in place ready for use; and

(ii) Partial or complete occupancy by Owner; and

(iii) Performance of work in connection with construction operations insured by the

Owner, by agents or lessees or other Contractors of the Owner or Using Agency.

In the event that the contract is for renovation, addition or modification of an existing structure and

Builders Risk Insurance is not available, the Owner will accept an Installation Floater Insurance Policy

with the above endorsement in lieu of the Builders’ Risk Insurance Policy. Such floater must insure loss

to materials and equipment prior to acceptance by Owner and must be on an ALL RISK BASIS with the

policy written on a specific job site.

Disposition of Insurance Documents. One original certificate of insurance with all endorsements

attached must be deposited with Owner for each insurance policy required.

Termination of Obligation to Insure. Unless otherwise expressly provided to the contrary, the obligation

to insure as provided herein shall not terminate until the Design Professional has executed the Certificate

of Material Completion.

Failure of Insurers. The Construction Manager is responsible for any delay resulting from the failure of

his insurance carriers to furnish proof of proper coverage in the prescribed form.