16-Atlanta Public School System Construction Management at Risk Agreement.pdf

Last Revised 01.06. 2025

CONSTRUCTION MANAGEMENT AT RISK AGREEMENT

Project Description:

Owner: Atlanta Independent School System

Architect: [Name] Address City, State, Zip Code

Construction Manager: [Name] Address City, State, Zip Code

Project No.: _________

Last Revised01.02.2025 i

Table of Contents Page

ARTICLE 1 (Contract Documents) ARTICLE 2 (Scope of Work) ARTICLE 3 (Construction Manager’s Duties) ARTICLE 4 (Owner’s Rights and Responsibilities) ARTICLE 5 (Construction Schedule) ARTICLE 6 (Guaranteed Maximum Price Proposal) ARTICLE 7 (The Guaranteed Maximum Price) ARTICLE 8 (Cost of the Work for Construction Phase) ARTICLE 9 (Construction Manager’s Fee) ARTICLE 10 (Changes in the Work) ARTICLE 11 (Payments) ARTICLE 12 (Insurance and Bonds) ARTICLE 13 (Liens and Other Encumbrances) ARTICLE 14 (Termination and Suspension) ARTICLE 15 (Claims for Additional Compensation or Time) ARTICLE 16 (Records and Audit Rights) ARTICLE 17 (Indemnification) ARTICLE 18 (E-Verify and No Influence Affidavits) ARTICLE 19 (Additional Provisions)

CONSTRUCTION MANAGEMENT AT RISK AGREEMENT

This Construction Management At Risk Agreement (the Agreement) is dated ___, 20__ by and between Atlanta Independent School System, (the Owner) and _________________ (the Construction Manager) whose address is: ____________________________. Owner intends to develop and construct ___________________(the Project) and to retain Construction Manager to (1) provide pre-construction management services and (2) construct the Project on a guaranteed maximum price basis.

ARTICLE 1

(Contract Documents)

1.1 Contract Documents. The Contract Documents consist of: (i) this Agreement, together with all Exhibits; (ii) all addenda issued prior to, and all duly executed amendments (including Change Orders, as hereafter defined) and modifications (in both cases with attachments) issued after, execution of this Agreement; (iii) the Guaranteed Maximum Price Amendment (also referred to as the GMP Amendment) and all exhibits to the Guaranteed Maximum Price Amendment (when executed by both parties), including the Drawings and Specifications listed in Exhibit A (Guaranteed Maximum Price Amendment) and (iv) approved Submittals (hereafter defined); and (v) all bid documents provided in connection with the Request for Proposals No. ____________ dated ______. Each of the foregoing is an integral part of this Agreement as if attached . In resolving any conflicts among the Contract Documents, the documents shall be construed according to the following priorities, provided that within each category, the newer Contract Documents shall be given precedence.

Highest Priority: Amendments and modifications, including Change Orders, in all cases with attachments, issued after execution of the GMP Amendment;

Second Priority: The GMP Amendment, including its qualifications;

Third Priority: This Agreement;

Fourth Priority: The Drawings and the Specification listed in Exhibit A (GMP Amendment) with the outline Specifications taking priority over the Drawings;

Fifth Priority: Addenda issued prior to execution of this Agreement; and

Sixth Priority: Other Contract Documents.

1.2 Construction Manager acknowledges that it has been and remains involved during the pre-construction phase in the review and preparation of the Contract Documents, and is fully participating in and endeavoring to assure the completeness of the scope of Work as contained in the Contract Documents. The intent of the Contract Documents is to include all items necessary for the proper and entire execution and completion of the Work. The Contract Documents are complementary, provided, however, that performance by Construction Manager shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them or as being necessary to produce the indicated results.

1.3 Construction Manager represents that it has visited the site, become familiar with local conditions, including the labor market, under which the Work is to be performed and correlated personal observations with the requirements of the Contract Documents.

1.4 All Drawings, Specifications and copies furnished by Owner, are solely for Construction Manager’s reference with respect to the Project, and shall be used for no other or different purpose. Construction Manager has no ownership interest in the Drawings and/or Specifications.

1.5 Construction Manager is required to use Owner’s project management software .

One (1) license for Owner’s project management software will be distributed to Construction Manager, at cost to Owner, which will allow access for the Project. Usage of this license will be provided throughout the duration of the Project. Based on availability, additional licenses may be provided as needed. This Project will utilize Owner’s project management and collaboration system for all project documentation. Applicable team members of the Construction Manager (to include Subcontractors as determined by the Owner) will be invited to, and are required to create a username (email) and password if they do not already have one. Construction Manager will be expected to obtain drawings, sketches, RFIs, meeting minutes, coordination drawings, change information, etc. via this application. Construction Manager will notify Subcontractors as relevant items are added. It will be the responsibility of the Construction Manager to regularly check and review updated documents as they are added. Applicable team members of the Construction Manager are required to complete a free, one-hour Subcontractor training certification course for Owner’s project management software within (2) two weeks following execution of this Agreement. There will be no cost to the Construction Manager for use of Owner’s project management software. It is recommended that Construction Manager provide mobile iOS or Android devices with the software App installed to at least one individual on-site to provide real-time access to current posted drawings, Specifications, RFIs, Submittals, project documents, as well as any deficient observations or Punch List items. Providing mobile access will improve communication, efficiency, and productivity for all parties.

1.6 All Project documents maintained in electronic format by Construction Manager at all times shall be uploaded to Owner’s project management software , available to Owner and not be subject to any encryption or other restricted access unless Owner has been provided in advance with all required keys, codes and similar access information. The obligations set forth in the preceding sentence shall survive termination or full performance of this Agreement.

1.7 Owner utilizes an electronic contract compliance system known as the B2GNow Compliance Reporting System. This Contract is subject to compliance tracking. Construction Manager is required to use the B2GNow secure web-based system to submit project specific information including, but not limited to: monthly payments and progress reports on all subcontractors, sub-subcontractors and/or subconsultants (collectively referred to as “Subcontractors”). Construction Manager understands and agrees that all Subcontractors are also required to utilize the B2GNow Reporting System to manage their contact information, maintain project specific records, and respond to any noted instructions and/or information requests. Construction Manager agrees to and shall advise all Subcontractors in writing of the requirement to submit all contract compliance related data electronically in the B2GNow Reporting System. Construction Manager further understands and agrees that it is responsible for ensuring all Subcontractors have uploaded all requested items via the B2GNow Reporting System and adhere to any and all reporting requirements. Construction Manager understands and agrees that its contact information and Subcontractor contact information must remain accurate and up-to-date in the B2GNow Reporting System. Construction Manager agrees to and shall notify Owner of any changes to its contact information or that of any Subcontractor(s) within thirty (30) days of said change. Owner reserves the right to request additional information from the Construction Manager and/or its Subcontractors, which Construction Manager will provide within ten (10) business days via the B2GNow Reporting System. Construction Manager understands and agrees its obligations hereunder are continuing and shall survive the expiration or termination of the contract for the warranty period following contract expiration or termination. Information concerning access of the B2GNow Reporting System will be provided to Construction Manager by Owner’s Office of Business and Supplier Diversity. The B2GNow Reporting System is web-based and can be accessed at the following Internet address https://aps.diversitycompliance.com/?TN=aps. Construction Manager shall contact the Office of Business and Supplier Diversity to register for training and support for the B2GNow Reporting System. Construction Manager is required to notify all Subcontractors in writing of their obligation to contact the Office of Business and Supplier Diversity to register for training and support for the B2GNow Reporting System.

1.8 Words and abbreviations which have well known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings.

1.9 Modifications to parts of the Contract Documents are for the purpose of varying, modifying, rescinding or adding to the Contract Documents. All modifications should be read together with the portions of the Contract Documents to which they relate.

1.10 A typical or representative detail indicated on the Contract Documents shall constitute the standard for workmanship and materials throughout corresponding parts of the Work, unless otherwise shown.

1.11 The layout of mechanical and electrical systems, equipment, fixtures, piping, ductwork, conduits, specialty items and accessories indicated on the Contract Documents is diagrammatic. The actual scope of the Work shall be carried out so as not to affect the architectural and structural integrity and limitations of the Project and shall be performed in such sequence and manner so as to avoid conflicts and provide clear access to all control points, including valves, strainers, control devices and specialty items of every nature related to such systems and equipment in conformance with all applicable codes. If Construction Manager discovers or has knowledge of (i) conflicts in the shop drawings, the coordination drawings or the Contract Documents, or (ii) any conflicts between existing conditions at the site and the Contract Documents which, in Construction Manager’s opinion, are of a nature that may affect the architectural or structural integrity or limitations of the Project, Construction Manager immediately shall bring the same to the attention of Owner and Architect or resolution in the manner provided in this Agreement. Any Work relating to any such conflict which is performed by Construction Manager or by any Subcontractor after discovery but prior to the resolution of the same shall be borne by that party.

1.12 This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Construction Manager shall have no right to assign, transfer, pledge, encumber or otherwise affect its obligations and rights under this Agreement without the written consent of Owner, which may be granted or withheld in its sole discretion.

https://aps.diversitycompliance.com/?TN=aps

ARTICLE 2

(Scope of Work)

2.1 Work. Construction Manager shall cause or otherwise guaranty to be performed and provided through Subcontractors, or its own forces with respect to general conditions and general requirements work, all labor, material, equipment, tools and services required for the complete construction of the Project in accordance with the terms of the Contract Documents and laws, statutes and regulations applicable to the work to be performed by Construction Manager.

2.1.1 All Work shall be performed in a high quality and workmanlike manner, and in accordance with the Contract Documents. In the event that Owner determines that Construction Manager is not pursuing the Work in a high quality and workmanlike manner or in conformance with the Contract Documents, Owner shall so notify Construction Manager, in writing, who shall correct or commence to correct said deficiency or non-conformance within seven (7) days of delivery of such notice and effect a complete cure within thirty (30) days of the date notice was initially provided. In the event that a cure cannot be completed within such thirty (30) calendar day period due to a then-commercially unavailable product or like-kind Substitution approved by Owner, in which event such cure period shall be extended as necessary to obtain the product, then Construction Manager will promptly notify the Owner when it becomes aware of such circumstance and will, within fourteen (14) days of becoming aware of such circumstance, provide a reasonable estimate of time required to effectuate such cure. Any uncured breach shall be grounds for a termination of this Agreement.

2.2 Materials and Equipment. Construction Manager shall use diligent, good-faith efforts, skill and judgment in performing its duties under this Agreement. All material and equipment furnished or installed into the Project by Construction Manager shall be new unless otherwise specified in the Contract Documents.

2.3 Design-Assist Work. Unless specified by the Contract Documents, Construction Manager shall not perform with its own forces any act that would constitute the rendering of professional services, such as the practice of architecture or engineering. However, Construction Manager is responsible for the performance of the Subcontractors who retain design professionals undertaking portions of the Work (the Design-Assist Work), it being understood that the Design-Assist Work is part of the Work for which Construction Manager is responsible under this Agreement to the extent to be performed by Construction Manager or any of its Subcontractors in the Contract Documents, and excepting design professionals and engineers hired directly by Owner.

2.4 Separate Contractors. Owner reserves the right to award contracts to separate contractors in connection with other portions of the Project or other work on the site, and such work may occur simultaneously with some or all of Construction Manager’s Work. Construction Manager agrees that it shall reasonably cooperate and coordinate with the work of each separate contractor.

ARTICLE 3

(Construction Manager’s Duties)

3.1 Relationship to Owner. Construction Manager accepts the relationship established between it and Owner by this Agreement. Construction Manager shall coordinate, manage and cause the Work to be performed in the most expeditious and economical manner consistent with the interests of safety, Owner, and the terms of this Agreement. Construction

Manager shall cooperate with Architect and Owner in furthering the interests of Owner and the Project. Construction Manager understands that Owner is looking to Construction Manager to complete the Project on time, within the price set forth for the GMP, and in accordance with the Contract Documents. Accordingly, Construction Manager will devote its best efforts toward: (i) managing the Project at the most cost-effective level possible consistent with good construction practices, (ii) carrying out Owner’s intent and the Contract Documents, and (iii) achieving the most rapid and efficient construction and completion of the Project. Construction Manager will notify Owner of known possibilities for time or money savings that may present themselves during the course of Construction Manager’s performance under this Agreement and will confer with Owner periodically in order to determine whether there are any areas where, by design change or otherwise, costs may be reduced.

3.1.1 Construction Manager’s Representative. Construction Manager designates _______________ as its representative who shall be fully acquainted with the scope of the Work and Construction Manager’s obligations and responsibilities, and who has full authority to render decisions promptly, furnish information expeditiously and act on behalf of and bind Construction Manager in connection with all aspects of this Agreement and the Project.

3.2 Subcontractor Work. All portions of the Work shall be performed and material and equipment supplied under contracts with Subcontractors (“Subcontracts”) who also may retain sub-tier subcontractors, suppliers or vendors (referred to collectively as Subcontractors).

All Subcontractors retained by Construction Manager shall be subject to Owner’s prior, written approval. Construction Manager acknowledges Owner’s right to be a part of and intent to participate in the buy-out process with all Subcontractors. While such contracts are referred to as Subcontracts, contracts also may be entered into by Owner directly with respect to work that is not the responsibility of Construction Manager; provided, however, that Construction Manager shall be responsible for the scheduling, integration and coordination of such work by Owner’s contractors within the overall Project Construction Schedule (hereinafter defined), and shall manage such Owner contractors with the same skill and care as if they were under contract with Construction Manager. Construction Manager shall be solely responsible for coordination of all Subcontractor work, means and methods, and any acts, errors or omissions arising out of all Subcontracts for Work on the Project.

3.2.1 It is the policy of the Owner to promote the utilization of women, minorities and small business enterprises in all phases of the design, development, construction and maintenance of the Project. While the Owner does not impose any quotas regarding their utilization, Construction Manager shall take all steps established by the Contract Documents or otherwise reasonably requested by Owner to satisfy the Owner that they have made their “best efforts” to involve in the Work as many companies or firms owned by women, minorities and small business enterprises as practicable, provided they are qualified to conduct the Work.

3.2.2 Each Subcontract to be entered into by Construction Manager in connection with the Work shall contain a provision providing that, if this Agreement is terminated by Owner for cause, at the option of Owner in its sole discretion, the Subcontract shall be assigned by Construction Manager to Owner or to such other entity as Owner may direct. In such event, Owner, or its designee, as of the date of assignment shall assume all of Construction Manager’s post-assignment obligations thereunder provided, however, that nothing shall be deemed to release Construction Manager from liability to such Subcontractor, or to Owner or Owner’s designees, with respect to claims arising from events occurring prior to the effective date of such assignment.

3.3 Pre-construction Services. As part of the pre-construction Work, the costs of which shall not be included within the GMP, Construction Manager shall:

(a) meet and consult with Owner, Architect, the engineers and consultants with respect to the Work and development of the Drawings and Specifications for the Project, including, without limitation, geotechnical considerations and related site work, all building systems (e.g. MEP, structural, utilities, IT), Design-Assist Work and all governmental or other permits and approvals required in connection with the Project;

(b) make recommendations to Owner with respect to the availability and cost of materials (including recommending to Owner the advance ordering / purchase of long lead time items and, when authorized by Owner, ordering such long lead time items), equipment and labor;

the selection of materials; the selection of building systems and equipment, costs of construction (including the use of and estimates of unit pricing, and costs of alternative designs or materials), construction feasibility and alternative methods of construction, necessary temporary and support facilities;

(c) provide and at appropriate intervals as reasonably required by Owner refine Project budget estimates for the Work, including monthly cost projections or forecasts once the major requirements of the Project have been identified;

(d) review the Contract Documents as they are being prepared by Architect and make recommendations to Owner and Architect with respect to constructability, material availability and cost, and value engineering,

(e) develop and pursue programs to encourage interest in the Project with Subcontractors and material suppliers with a particular focus on minority, veteran and women owned businesses.

(f) consistent with its obligations as a General Contractor, Construction Manager shall investigate and become familiar with existing field conditions revealed by information furnished by Owner or that are apparent from a visual inspection of the Project site.

Construction Manager shall compare and report to Owner any visible or otherwise known inconsistencies presented by the existing field conditions with respect to the Drawings and Specifications.

(g) if being utilized on the Project, begin the process and coordination of building information modeling with the Subcontractors and Architect.

3.3.1 Construction Manager shall be Paid for Preconstruction Services in accordance with the Fee Sheet attached as Exhibit C.

3.4 Qualified Bids. Construction Manager shall, unless otherwise directed by the Owner, expedite and secure competitive bids from at least three (3) Construction Manager pre-qualified and Owner approved bidders, whenever possible (and where not possible, so advise Owner and discuss with Owner what alternative bidding practice shall be used) for each portion of the Work to be performed by a Subcontractor or self-performed by Contractor. Construction Manager shall review, analyze and level each bid and conduct negotiations with bidders to obtain the most favorable price and terms consistent with Owner’s goals of economy and quality; and review with Owner Construction Manager’s recommendations with regard to awarding Subcontracts for the Work. In the case of self-performed work, Construction manager must obtain

Owner’s prior written approval after submitting the minimum of three (3) bids from potential Subcontractors for such Work. In all cases, a representative of Owner and Architect shall be present at bid openings.

3.5 Supervision. Construction Manager shall supervise the performance of the Work by Subcontractors and shall properly coordinate/schedule the Work of all Subcontractors on the Project. Construction Manager shall inform the Owner in writing of the dates, if any, by which Owner’s consultants and contractors must complete their portions of the work and Construction Manager shall coordinate the scheduling of Owner’s consultants and contractors to ensure their portions of the work are completed by the dates required. Construction Manager shall schedule and manage all work to be performed by utility companies, including without limitation where Owner is paying the utility company’s fees. Construction Manager shall cooperate in the monitoring of the Work by Architect, as well as Owner’s other consultants, contractors and utility companies in order to assure that the contractors and utility companies timely complete their respective portions of the Work in accordance with the Contract Documents and all applicable laws. Construction Manager shall be responsible to Owner for all construction means, methods, techniques, sequences and procedures for the Project.

3.6 Project Communications and Records. Construction Manager shall prepare, update, maintain and make available to Owner an on-site or digital record of: i) the Drawings, the Specifications and all associated addenda, bulletins, post approval amendments, sketches, and other agency approved drawings (ii) Change Order and potential Change Order logs and records of all changes in the Work necessitated by Change Orders and Construction Change Directives;

(iii) the Construction Schedule, (iv) Submittal log and RFI log; (v) material lists; (vi) records of all pertinent communications with Architect and Architect’s responses; (vii) daily/weekly and monthly reports, which shall record manpower breakdowns on a Subcontractor-by-Subcontractor basis with a description of the Work being performed each working day by each Subcontractor, equipment and material deliveries, visitors, special occurrences, accidents, weather conditions, and other Work-related information; and (viii) quality control log.

3.6.1 All applicable Project data shall be placed on the Owner’s project management software or accompanying website. Subject to any contrary direction of Owner, Construction Manager shall utilize Owner’s project management software for, without limitation:

(i) communicating with Architect throughout the duration of the Project; and (ii) tracking and exchanging documents related to changes in the Work, Submittals, RFIs and responses, etc. No party shall introduce any encryption methods or techniques or upload encrypted documents onto the software, without providing keys and/or codes to Owner, and shall not be permitted to delete any items from the software without Owner’s prior written approval.

3.7 Inspection of Subcontractor Work. Construction Manager shall inspect the Work performed by each Subcontractor to determine whether the Work has progressed to the point indicated on its Application for Payment and that it is being performed in accordance with the Contract Documents in order to guard Owner against defects and deficiencies in the Work. If at any time before acceptance of the Work, Owner, Architect or Construction Manager has reasonable cause to believe that any part of the Work is not in accordance with the Contract Documents, Owner may direct Construction Manager to require the responsible Subcontractor to remove or uncover, at Subcontractor’s own cost and expense, any portion of the completed Work.

If defective, Construction Manager shall require Subcontractor, at its own cost and expense, to correct the Work within seven (7) days or if such defect cannot be cured within seven (7) days then within thirty (30) days. If such Work is not defective, Owner shall bear the cost of uncovering the Work. Notwithstanding the foregoing, to the extent that any Work shall be covered contrary to the requirements of a Contract Document or prior written direction of Owner, Architect or Construction Manager, Construction Manager or the responsible Subcontractor shall bear all costs in connection with removal, uncovering and replacement regardless of whether the Work in fact complies with the requirements of the Contract Documents.

3.8 Procurement. Construction Manager shall, as part of Preconstruction Services and as part of the Work, arrange for and monitor the early procurement and expediting of long-lead materials and equipment required in connection with the Work, and provide to Owner a schedule showing the dates when Owner-supplied materials (if any) should be available.

3.9 Project Reports. Every thirty (30) days or in connection with the submittal of any Application for Payment (whichever is earlier), Construction Manager shall submit to the Owner the monthly reports which shall include the following:

(a) a description of the Work activity on the Project during the immediately preceding month;

(b) a description of the Work activity anticipated for the current month for each of the major trades;

(c) a cash flow forecast with respect to the performance of the Construction Phase Work anticipated for each of the next succeeding three (3) months;

(d) a list of outstanding RFIs;

(e) an updated log indicating the status of Change Orders and anticipated Change Orders;

(f) Project photographs;

(g) an anticipated cost report;

(h) an updated Construction Schedule (in both PDF and native formats, including all required sub-schedules);

(i) the Submittal log;

(j) the current Project directory of Key Personnel;

(k) a detailed summary of Contingency use and balance.

3.10 Project Meetings/Logs. Construction Manager shall schedule and regularly conduct job meetings and keep logs of all relevant activity at the site

3.10.1 Construction Manager shall schedule meetings with Owner and Architect when necessary (anticipated to be weekly) and when otherwise reasonably required by Owner, and coordinate meetings with the appropriate parties as necessary; within seven (7) days of each meeting, prepare and furnish to all attendees and Owner reasonably detailed minutes of such meetings. Construction Manager shall incorporate all comments issued by Owner in response to such meetings and re-issue updated meeting minutes as requested by Owner.

3.10.2 Construction Manager shall maintain detailed logs of all inspections conducted and/or monitored, with legible copies sent to Owner within seven (7) days of each inspection. All inspections, tests, etc. not expressly mandated by applicable law as being required by Owner to perform or contract for directly shall be Construction Manager’s responsibility, the cost of which is included in the GMP.

3.11 Permits. Constriction Manager shall promptly obtain all necessary licenses and permits, for the Work unless otherwise required by the Contract Documents.

3.12 Safety. Construction Manager, as part of the Work, shall be responsible for all aspects of site safety and logistics. The Construction Manager shall provide and maintain all safety devices or measures required by any applicable law, regulation, ordinance, code, or rule, or by the Owner’s insurer, or by Project conditions, for the protection of the health and safety of all persons and the protection of property from damage due to the Work. Among other things, the Construction Manager shall ensure daily compliance with 29 Code of Federal Regulations (CFR) 1926, commonly known as OSHA Standards for the Construction Industry and, depending on the activities being performed, 29 CFR 1910, commonly known as OSHA Standards for General Industry. These measures shall include, without limitation, appropriate worksite and other barriers, firm pedestrian access surfaces to affected facilities, safety nets, scaffolding, shoring and sheeting, devices/measures associated to working in confined areas, barricades, fences, flagmen, fire prevention equipment and other measures, temporary or supplemental lighting, and posting danger signs and other warnings against hazards, and the promulgation and enforcement of safety regulations. The Construction Manager shall determine and inform the Owner when it would be appropriate to notify owners and users of adjacent utilities and properties of conditions arising from the Work. The Construction Manager shall prepare a program of supervision and shall initiate, maintain, and supervise safety precautions and programs to assure that the Subcontractors comply with all legal, regulatory, and accrediting requirements, all safety and insurance requirements and other standards and requirements applicable to construction of the Project. When required by law or for the safety of the Work or adjoining property, the Construction Manager shall shore up, brace, underpin and protect foundations and other portions of existing structures which are in any way affected by the Work.

3.12.1 Construction Manager shall establish and administer a safety and loss prevention program, including a fire prevention program, in compliance with the requirements of all concerned insurance carriers and those governmental agencies having jurisdiction over the Project. The Construction Manager shall designate a safety and loss prevention supervisor and shall give him or her responsibility and authority to enforce the program and to coordinate the Construction Manager’s safety program with those of the insurance carriers and other contractors.

3.12.1.1 The Construction Manager shall report, in writing and with an attesting signature of the Construction Manager or its designated person, to the Owner and any other persons the Owner designates, any accident occurring on or off the site that relates to the Work. Such reports must be made promptly, but in any event no later than twenty-four (24) hours after the accident occurs. In addition, the Construction Manager shall immediately notify the Owner by telephone or messenger of any accident resulting in death or serious personal injury or material property damage. The Construction Manager’s reports of accidents shall include all known details of the circumstances of the accident, the nature and extent of any injuries or property damage, the names of all witnesses and other persons having knowledge of the circumstances of the accident, and such other details as the Owner or the Owner’s insurers may require. The Construction Manager shall cooperate fully with the Owner and the Owner’s insurers in dealing with any claim resulting from an accident.

3.12.2 Notwithstanding any other record keeping with respect to accidents, Construction Manager shall create and maintain a complete accident file in such form and containing such information as the Owner, the Owner’s insurers, and OSHA may require

3.13 Other Assistance. Construction manager shall provide reasonable assistance to and cooperation with Owner in any legal actions or proceedings that may arise out of or relate to the Work (other than those arising from disputes between Owner and Construction Manager), including appearances, for three (3) years after issuance of the certificate of occupancy for the Project in connection with such actions or proceedings. Minimum clerical assistance, such as the provision of documents in Construction Manager’s possession (i.e. Subcontracts, invoices, Change Orders, etc.), relating to any dispute resolution shall be provided as part of Construction Manager’s obligations under this Agreement and at no extra cost or expense.

3.14 Warranty. The Construction Manager warrants that all Work (which for purposes of this section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. The provisions of this warranty are not limited in any way by the time limitation on the Construction Manager’s duty to correct set forth in Section

3.15. Likewise, neither the final payment by the Owner nor the final acceptance of the Work by the Owner shall relieve the Construction Manager from responsibility for any defects in workmanship or materials. All warranties and guarantees longer than one year required by any portion of the Contract Documents to be provided by Construction Manager, Subcontractor or a material supplier, will flow or be assigned directly to the Owner from the Subcontractor or material supplier no later than and as a condition of Substantial Completion.

3.15 Period of Correction. If at any time within one (1) year after the date of Substantial Completion, or such longer period required under applicable law or elsewhere in the Contract Documents (including the Specifications), the Owner notifies the Construction Manager of any defect in the Work or any failure of the Work to conform with the Contract Documents, the Construction Manager shall, within ten (10) days thereafter, commence, and prosecute diligently, all work necessary to fulfill the terms of the Contract Documents, at the Construction Manager’s sole expense, which expense shall not be reimbursable as part of the Cost of the Work. In addition, the Construction Manager shall, at its sole expense, repair and replace any portions of the Work (or work of other contractors) damaged by such defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, the Construction Manager’s obligation to correct defective Work shall be reinstated for an additional one-year period (or for such longer applicable period), commencing with the date of acceptance of the corrected Work. The Construction Manager shall provide staff to manage warranty Claims and coordinate all warranty Work. Establishment of the one-year period for correction of Work as described above relates only to the specific obligation of the Construction Manager to correct the Work; and it does not (and shall not be construed to) establish the length of any warranty or a period of limitation within which legal proceedings must be commenced by Owner against Construction Manager for damages for defective or non-conforming work. In addition, if any Work is found not to be in accordance with requirements of the Contract Documents during the one-year period for correction of Work, and if Owner fails to notify the Construction Manager within the one-year period, the Owner waives only the right to require correction by the Construction Manager, not any rights or Claims for breach of contract or warranty in connection with such Work.

3.16 Submittals. Construction Manager shall assess the adequacy of all shop drawings, samples, Substitutions and other submittals (collectively “Submittals”) from Subcontractors for transmittal to Architect and other design professionals for review. Construction Manager shall also (i) establish a shop drawing, sample and Submittals submission schedule for the flow of required information among Subcontractors and design professionals to assure the orderly and timely exchange and approval of required information (the Submittal schedule shall allow Architect and design professionals, absent unusual circumstances, at least twenty (20) days after receipt of Submittals requiring review by Architect to review and reject or approve a Submittal; (ii) coordinate (and monitor through the shop drawing, sample and Submittal submission schedule) the submission by Subcontractors and approval by Architect and other design professionals of all required shop drawings, samples, catalog cuts and other submissions;

(iii) maintain a log of all such submissions and promptly advise Owner of any potential problems pertaining to the timeliness of such submissions and approvals; (iv) enforce Subcontractor’s submission obligations, including ensuring timely revisions to shop drawings; (v) advise Owner periodically as to the status of such submissions; (vi) advise Owner and Architect of any errors in such submissions that are discovered by Construction Manager (without assuming Architect’s responsibility for reviewing such submissions); and (vii) coordinate the various disciplines after Architect’s approval of the respective submissions and before action. By reviewing and submitting the Submittals, Construction Manager represents that it has checked and coordinated the information contained within such submissions with the requirements of the Contract Documents, and it (or its Subcontractors) has verified material, field measurements and field construction criteria related thereto. Construction Manager’s review shall be for conformance with the Contract Documents, be undertaken prior to transmittal to the Architect and the design professionals, and Construction Manager shall be responsible for the errors and omissions of all such Submittals circulated to Architect and the design professionals, regardless of whether the Submittals are subsequently approved by Architect or other design professional.

3.17 As-Built Drawings. Construction Drawings, shall be updated by Construction Manager and/or Subcontractors in a manner and in a form approved by Owner to show changes in the Drawings and Specifications made during construction, accurately reflecting as-built conditions of the Project, particularly the location and detail of concealed, embedded, or buried Work. Construction Manager shall provide such as-built Drawings to Owner no later than the date of final payment to Construction Manager. Subcontractors who are required to maintain and provide as-built Drawings of their Work, under the terms of their respective Subcontracts, are to do so and deliver the same to Owner prior to final payment to each such Subcontractor, or earlier as directed by Owner.

3.18 Cleaning. Construction Manager shall keep the Work and the area in which it is being done safe, clean and sanitary, and shall arrange, no less frequently than daily, for the removal from the site and legal disposal of all rubbish, packing materials, scrap, rubble and other waste material. Flammable materials and chemicals and other Hazardous Materials will be properly removed from the site by the Construction Manager at the end of each day. The Construction Manager shall provide such additional clean-up services, including but not limited to roadway cleaning, as may be required to meet the Owner’s standards for cleanliness and safety.

If the Construction Manager fails to clean up as required, the Owner may do so and charge the costs to the Construction Manager, which costs shall not be reimbursed as a Cost of the Work.

3.19 Start-Up. Construction Manager shall coordinate, cooperate and conduct with Owner’s maintenance or operational personnel all start-up and testing of utilities, equipment and all systems. Construction Manager shall provide training to Owner with respect to all such systems.

3.20 Conduct of Work Force. The Construction Manager shall be responsible to the Owner for acts and omissions of the Construction Manager’s employees and Subcontractors and their respective agents and employees, and other persons performing portions of the Work. The Construction Manager and all Subcontractors and all other persons performing portions of the Work shall comply with all applicable codes, laws, rules, regulations, writs, and orders of governmental authorities, including the most recent version of Owner’s Contractor Code of Conduct and all applicable rules and regulations related to nondiscriminatory practices, employment and affirmative action.

3.20.1 Construction Manager’s personnel, all contractors, consultants, subcontractors and vendors shall also be fingerprinted and have a criminal record check initiated through Owner prior to providing services to Owner as specified in regulations approved by the Superintendent. The associated fee shall be paid by the Construction Manager, contractor, consultant, subcontractor vendor or the employing company.

3.20.2 The Construction Manager shall maintain the good order and discipline of its employees and other persons under its direction or control or present at, or in vicinity of, the site in connection with the Work, and shall adopt and enforce regulations with respect to safety, fire prevention, smoking, the use of alcoholic beverages, illegal drugs and other controlled substances and other activities that may constitute a danger to life, health or property. The Construction Manager shall also comply with the Owner’s “zero tolerance” policy with regard to any harassment-related incidents.

3.20.3 At the Owner’s instruction, the Construction Manager shall promptly remove from the site any employee who, in the Owner’s opinion, represents a threat to the safety or progress of the Project or persons on the site or who has engaged in any improper conduct, specifically including conduct which the Owner perceives as constituting harassment of students or other persons.

3.21 Quality Control. Construction manager shall establish and implement in a consistent and conscientious manner a quality control system to prevent, identify, track and ensure correction of incomplete and/or deficient items.

3.22 Substitutions.

3.22.1 The Construction Manager may make Substitutions only with the written consent of the Owner and Architect through a Change Order.

3.22.2 Construction Manager shall support any request for a Substitution with sufficient evidence to permit Architect to make a fair and informed recommendation to Owner on the merits of the proposal. Any item by a manufacturer other than those identified in the Contract Documents, or of brand name or model number or size or generic species other than those cited in the Contract Documents, shall be considered a Substitution.

3.22.3 By making requests for a Substitution, Construction Manager: (i) represents that the Construction Manager has investigated the proposed substitute product and reasonably believes it to be equal or superior in all respects to that specified and suitable for Architect’s and Owner’s review as a Substitution; (ii) represents that the Construction Manager will provide the same warranty for the Substitution that the Construction Manager would for that specified; (iii) certifies that the cost data presented is complete and includes all related costs under this Contract except the Architect’s redesign costs, and waives all Claims for additional costs related to this Substitution which subsequently become apparent; and (iv) will coordinate the installation of the accepted substitute, making such changes as may be required for the Work to be complete in all respects.

3.22.4 Acceptance by Owner of a proposed Substitution shall not relieve Construction Manager of responsibility for compliance with the requirements of the Contract Documents. In addition, there shall be no increase in the Cost of the Work related to a Substitution, unless Construction Manager has notified Owner as required that the cost of the Substitution will cause an increase in the value of the substituted item, and Owner has approved such increase by issuance of a Change Order. If changes in other parts of the Work are required by reason of an approved Substitution, the costs of any such changes shall likewise be confirmed by Change Order submitted contemporaneously with Substitution, and included in the Cost of the Work.

3.23 Key Personnel. Construction Manager and Owner agree that any Project personnel acting in an executive or supervisory capacity shall be identified as “Key Personnel” within Construction Manager’s list of Project Personnel, attached as Exhibit F. No Key Personnel shall be changed or removed, or their responsibilities and involvement with the Project materially changed, without the written consent of Owner, in its sole discretion, unless the individual shall die, become disabled or ceases to be in the employ of Construction Manager, or until the Project achieves Substantial Completion. Such Key Personnel shall be promptly replaced as required by Owner. The parties expressly acknowledge that the removal of any Key Personnel as described will cause harm to Owner, including a loss of continuity to the Owner’s ability to rely on the accumulated knowledge of the individual, the loss of a valuable resource with unique familiarity with the intricacies of the Project and will disrupt the workings of the Key Personnel.

3.24 Use of Site.

3.24.1 The Construction Manager shall confine operations at the site to areas authorized by Owner and permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment.

3.24.2 Only materials and equipment that are to be used directly in the Work shall be brought to and stored on the Project site by the Construction Manager. After equipment is no longer required for the Work, it shall be promptly removed from the Project site. Protection of construction materials and equipment stored at the Project site from weather, theft, damage, and all other adversity is solely the responsibility of the Construction Manager. The Construction Manager shall ensure that the Work, at all times, is performed in a manner that affords reasonable access, both vehicular and pedestrian, to the site of the Work and all adjacent areas. The Work shall be performed, to the fullest extent reasonably possible, in such a manner that public areas adjacent to the site of the Work shall be free from all debris, building materials, and equipment likely to cause hazardous conditions.

3.24.3 The Construction Manager shall not erect any sign on the Project site without the prior written consent of the Owner, which may be withheld in the sole discretion of the Owner.

3.24.4 Construction Manager shall use best efforts to minimize interference with the occupancy or beneficial use of (i) any areas and buildings adjacent to the site of the Work and

(ii) the building in the event of partial occupancy. Without prior approval of the Owner, the Construction Manager shall not permit any workers to use any existing facilities at the Project site, including, without limitation, lavatories, toilets, entrances, and parking areas other than those designated by the Owner.

3.25 Georgia Department Of Education Requirements. To the extent that Owner must comply with any Georgia Department of Education requirements or submit any Georgia Department of Education forms or records in connection with the Work, Construction Manager shall comply with all such requirements and/or provide all such forms and/or records at the times and in the manner required by the Georgia Department of Education as it relates to Construction Manager’s Work or its obligations pursuant to the Agreement

3.26 Federal Requirements. To the extent that Owner must comply with any federal requirements related to the use of federal funds on the Project, Owner will notify Construction Manager of the applicability of such requirements. In such case, the provisions of Exhibit L shall be part of this Agreement, and to the extent there is a conflict with other provisions of the Contract Documents, the federal requirements set forth in Exhibit L shall govern.