RFP 24_752_037 Appendices Package.pdf

Appendix A: Owner’s Criteria and Narrative Scope of Work

RFP No. 24-752-037 – Third Party Commissioning Services

PURPOSE

The purpose of this RFP is to solicit proposals from qualified Engineering firms to provide professional building commissioning services for various school construction projects.

The scope of work for the RFP includes full professional building system commissioning services for various DCSD projects which will be identified upon successful completion of this solicitation and award of a contract.

The district reserves the right to award more than one contract to facilitate commissioning services for more than one project simultaneously.

SCOPE OF SERVICES

The district intends to engage an independent Commissioning Authority to ensure that all energy-related and other building systems installed are in accordance with the contract documents, performing per the design intent and provide documented confirmation that the new facility systems fulfill the operational, functional, and performance requirements of the district, and that District Facilities staff has adequate system documentation and training for the selected construction project(s). The Commissioning Authority will coordinate and oversee functions related to equipment startup, system performance, testing and balancing, control system calibration, construction and system documentation, and training as per the Owner’s Project Requirements and this document, which-ever is more stringent.

It is expected that the Commissioning Authority will follow ASHRAE Guideline 0-2013 and ANSI/ASHRAE/IES Standard 202-2018 “Commissioning Process for Buildings and Systems.” These will serve as the backbone of the Commissioning process. Standard 202 will “provide the procedures, methods and documentation requirements for each activity for project delivery, from predesign through occupancy and operations.”

Commissioning Authority shall provide guidance on how to substantiate and document the success of meeting criteria in the Owner’s Project Requirements.

The Commissioning Authority will serve as a key member of the Owner’s Project team working in concert with the Owner, architect of record, project manager, builder (likely CMAR), and sub-contractors in tracking, troubleshooting, and resolving issues that may arise. The commissioning team shall be led by a qualified, registered professional engineer eligible for registration in Georgia who will serve as the point of contact for the duration of the project and be actively involved in review & oversight of all aspects of the commissioning process.

This person shall evaluate trends both at startup and post occupancy to ensure the systems are properly functioning. The commissioning team shall make suggestions as to operating parameters (post occupancy) to provide for optimum operation. The team shall have experience in commissioning zero energy buildings and/or buildings that have a target design EUI that the building must perform to.

General Services

The following generally highlights the services that the Commissioning Authority its sub- consultants will be required to perform:

A. Equipment and Systems to Commission

1. The specific equipment and systems that shall be commissioned include:

• HVAC Systems in their entirety (full sampling required but not during functional testing)

• HVAC Controls Systems in their entirety (full sampling required but not during functional testing)

• Plumbing Systems in their entirety (full sampling required but not during functional testing)

• Electrical Power Systems in their entirety (full sampling required but not during functional testing)

• Metering devices including measurement and data collection.

• Lighting Control Systems including occupancy/vacancy sensors must be tested in their entirety.

• Automated solar shading devices and controls (full sampling required but not during functional testing).

• Integrated fire protection and life safety systems to ensure the proper operation and inter-relationship between systems.

• Building envelope systems to help ensure against bulk water intrusion, water infiltration, and air infiltration.

2. Duties and Responsibilities

The following tasks will be accomplished by the Commissioning Authority to provide Commissioning during the project:

Predesign & Design Phase

1. Participate in the Integrated Design Process (IDP) during all phases of design.

2. Coordinate and supervise the Commissioning work during design.

3. Review and comment on the Owner’s Project Requirements (OPR).

4. Maintain the OPR through the design process for the owner and modify it as directed by the owner through the Owner’s Representative.

5. Review the Basis of Design (BOD) and design documentation prepared by the design professionals and provide a report to the Owner of any discrepancies with the OPR and the commission ability of the proposed design.

6. Prepare Commissioning specifications for the construction bid documents for all systems and equipment that are to be commissioned.

7. Have the Commissioning specifications approved by the A/E team and included in the A/E construction specifications.

8. Prepare the Commissioning Plan.

9. Attend up to fourteen (14) Project Team review meetings to coordinate and collaborate with the project team and discuss comments on plans and specifications.

10. Review bids and contractor/subcontractor pricing associated with

Commissioning activities and submit evaluations to the Owner.

Construction Phase

1. Conduct a kickoff meeting with the Construction Manager and sub-contractors to discuss Commissioning scope, plan, and schedule.

2. Coordinate the Commissioning work with the Construction Manager to ensure that Commissioning activities are being scheduled into the master schedule.

3. Continue to update schedule and commissioning plan, and coordinate throughout construction with Construction Manager and subcontractors.

4. Submit final Commissioning Plan for construction with coordination and activities for review by the project team, and update commissioning plan as necessary.

5. Review all commissioned system shop drawings for commission ability.

6. Prepare pre-functional checklists to document installation.

7. Prepare draft functional tests for equipment and systems.

8. Submit test procedures to Designers and Contractors for review and comment on compliance with the Design Intent, appropriateness for startup, operations, and personnel/systems safety.

9. Based on the comments received, prepare final pre-functional and final functional test procedures for the equipment and systems, to include documentation formats for all commissioned equipment and systems.

10. Review completed copies of factory or contractor provided pre-start up and start up test forms

11. Review and approve Testing, Adjusting, Balancing (TAB) execution plan.

12. Review Requests for Information (RFIs) and changes for impacts on commissioning.

13. Perform twelve (12) on-site inspections and document each with a field observation report within two (2) days of the site visit.

14. Attend twelve (12) on-site meetings for review of progress, coordination, and issues resolution.

15. Maintain a deficiency log of any items found to be a problem, poorly installed, or a discrepancy and keep updated throughout commissioning activities as to status, actions taken and resolution of the issues. Distribute the deficiency log at least every two (2) weeks or make available online to all project team members (any cost associated with the online access is the responsibility of the Commissioning Authority).

17. Coordinate and supervise commissioning deficiency corrections.

18. Hold construction phase commissioning meeting in conjunction with on-site meetings.

19. Observe first pre-functional test of each type of system, including mechanical, controls, electrical, and specialty systems.

20. Obtain pre-functional checklists from Constructor with sign-offs that the systems have been checked out.

21. Observe TAB, including 25% check of diffusers, grilles, hoods, terminal devices, and equipment testing, and document findings.

22. Review TAB report.

23. Orchestrate the execution of the functional performance tests (FPTs). The

Construction Manager is responsible for conducting the tests, but the Owner expects the Commissioning Authority to be present and to document all functional performance tests. Functional testing shall include operating the system and components through each of the written sequences of operation.

24. Provide troubleshooting to assist in resolving control problems, as they are uncovered.

25. Keep a detailed log of testing for each piece of equipment. The log will document and maintain a record of each test including the associated equipment/system, the final status of the test and any issues identified and their resolution.

26. During testing, maintain a deficiency log of any items found to be a problem, poorly installed, or a discrepancy. Provide the log and test results to the owner, and GC with recommended actions in a timely manner (no more than two days after the test).

27. Coordinate retesting as necessary. One retest for each type of equipment will be provided as part of normal checkout. If the Commissioning Authority has documented the necessary pre-test requirements to the Contractors in advance of the test, then more than one retest will be considered work outside the normal scope of work.

28. Attend weekly meetings while on-site for functional testing.

Close-out Phase

1. Complete online sustainability forms associated with Fundamental Commissioning and upload all supporting documents, either as indicated on the form or requested by particular certification staff sufficient to earn this prerequisite.

2. Within two (2) weeks of the completion of Construction Phase commissioning services, prepare a Final Commissioning Report in electronic format (i.e., PDF) that is searchable, is appropriately bookmarked, and has hyperlinks to associate equipment to issues, checklists and tests. The report shall include an executive summary, list of participants and roles, brief building description, and the following sections at a minimum:

a. Equipment Summary including asset information

b. Design Review Reports

c. Submittal Review Reports

d. Field Observation Reports

e. Completed Pre-functional Checklists

f. Passed Functional Performance Test Results

g. TAB Report

h. Complete Deficiency Log sorted by Discipline

i. Open Deficiency Log sorted by Discipline

3. Prepare Facilities Requirements and Operations and Maintenance Plan that contains the information necessary to operate the building efficiently. The plan shall include the following:

a. As-built sequence of operations

b. Building occupancy schedule

c. Equipment run-time schedules

d. As-built setpoints for all HVAC equipment

e. Design lighting levels for each space in the building

f. Minimum outdoor air requirements for each system

g. Systems narrative describing the mechanical and electrical systems and equipment

h. Preventive maintenance plan for building equipment described in the systems narrative

i. Commissioning program that includes periodic commissioning requirements, ongoing commissioning tasks, and continuous tasks for critical systems.

4. Provide a COBie-compliant file containing all of the commissioned equipment with the following asset information at a minimum:

a. Equipment Identification Tag

b. Associated System

c. Location (Room Name, Room Number, Floor)

d. Manufacturer

e. Model Number

f. Serial Number

g. Warranty Start Date

h. Associated Electrical Panel

i. Internal Motor Data, where applicable

i. Motor Manufacturer

ii. Motor Model Number

iii. Motor Serial Number

iv. Motor Horsepower

v. Motor Frame Size

vi. Motor RPM

j. Filter Type, Size and Quantity, where applicable k. Belt Size and Quantity, where applicable.

The Owner will spot-check the accuracy of the data provided in the COBie file. If found to be incorrect, the Commissioning Authority shall re-verify the asset information for all the commissioned systems and equipment and provide an updated and correct file to the Owner.

DeKalb County School District | 2022-2023 CALENDAR (Approved by the Board of Education on December 13, 2021)

4 Independence Day JULY ‘22 S M T W Th F S

1 2 3 4 5 6 7 8 9

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

JANUARY ‘23

S M T W Th F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14

15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

2 Winter Break 3 Post/Pre-Planning Day 4 First Day of 2nd Semester 16 Dr. M. L. King, Jr. Day

19 Instructional Days

1-5 Pre-Planning Days 8 First Day of School

18 Instructional Days

AUGUST ‘22

S M T W Th F S

1 2 3 4 5 6 7 8 9 10 11 12 13

14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

FEBRUARY ‘23

S M T W Th F S

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

17 February Break 20 Presidents’ Day

18 Instructional Days

5 Labor Day

21 Instructional Days

SEPTEMBER ‘22

S M T W Th F S

1 2 3 4 5 6 7 8 9 10

11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

MARCH ‘23

S M T W Th F S

1 2 3 4

5 6 7 8 9 10 11

12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

10 Independent Learner Day / Professional Development Day

23 Instructional Days

7 Fall Break

10 Columbus Day/ Indigenous Peoples Day

19 Instructional Days

OCTOBER ‘22

S M T W Th F S

2 3 4 5 6 7 8 9 10 11 12 13 14 15

16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

APRIL ‘23

S M T W Th F S

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29

3-7 Spring Break

15 Instructional Days

8 Independent Learner Day / Professional Development Day

21-25 Thanksgiving Break

17 Instructional Days

NOVEMBER ‘22

S M T W Th F S

1 2 3 4 5

6 7 8 9 10 11 12

13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

MAY ‘23

S M T W Th F S

1 2 3 4 5 6 7 8 9 10 11 12 13

14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

24 Last Day of School 25 Post Planning 29 Memorial Day

18 Instructional Days

16 Last Day of 1st Semester 19-30 Winter Break

12 Instructional Days

87 Instructional Days Total

DECEMBER ‘22

S M T W Th F S

1 2 3 4 5 6 7 8 9 10

11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

JUNE ‘23

S M T W Th F S

1 2 3 4 5 6 7 8 9 10

11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

First/Last Day of Semester Holiday/Break (School Closed) Teachers’ Workday/ Professional Development Day (School Closed) Independent Learner Day/ Professional Development Day

93 Instructional Days Total

E20133310 Typewritten Text Appendix D

DeKalb County School District | 2023-2024 CALENDAR (Approved by the Board of Education on December 13, 2021)

4 Independence Day

31 Pre-Planning Day

July ‘23 S M T W Th F S

2 3 4 5 6 7 8

9 10 11 12 13 14 15 16 17 18 19 20 21 22

23 24 25 26 27 28 29

30 31

January ‘24 S M T W Th F S

1 2 3 4 5 6 7 8 9 10 11 12 13

14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31

1 Winter Break 2 Post/Pre-Planning Day 3 First Day of 2nd Semester 15 Dr. M. L. King, Jr. Day

20 Instructional Days

1-4 Pre-Planning Days 7 First Day of School

19 Instructional Days

August ‘23 S M T W Th F S

1 2 3 4 5

6 7 8 9 10 11 12

13 14 15 16 17 18 19 20 21 22 23 24 25 26

27 28 29 30 31

February ‘24 S M T W Th F S

1 2 3 4 5 6 7 8 9 10

11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29

16 February Break 19 Presidents’ Day

19 Instructional Days

4 Labor Day

20 Instructional Days

September ‘23 S M T W Th F S

1 2 3 4 5 6 7 8 9

10 11 12 13 14 15 16

17 18 19 20 21 22 23 24 25 26 27 28 29 30

March ‘24 S M T W Th F S

1 2

3 4 5 6 7 8 8

10 11 12 13 14 15 16 17 18 19 20 21 22 23

24 25 26 27 28 29 30

8 Independent Learner Day / Professional Development Day

21 Instructional Days

6 Fall Break

9 Columbus Day/ Indigenous Peoples Day

20 Instructional Days

October ‘23 S M T W Th F S 1 2 3 4 5 6 7

8 9 10 11 12 13 14 15 16 17 18 19 20 21

22 23 24 25 26 27 28

29 30 31

April ‘24 S M T W Th F S

1 2 3 4 5 6

7 8 9 10 11 12 13 14 15 16 17 18 19 20

21 22 23 24 25 26 27

28 29 30

1-5 Spring Break

17 Instructional Days

7 Independent Learner Day / Professional Development Day

20-24 Thanksgiving Break

17 Instructional Days

November ‘23 S M T W Th F S

1 2 3 4

5 6 7 8 9 10 11

12 13 14 15 16 17 18

19 20 21 22 23 24 25

26 27 28 29 30

May ‘24 S M T W Th F S

1 2 3 4

5 6 7 8 9 10 11

12 13 14 15 16 17 18 19 20 21 22 23 24 25

26 27 28 29 30 31

22 Last Day of School 23 Post Planning 27 Memorial Day

16 Instructional Days

15 Last Day of 1st Semester 18-29 Winter Break

11 Instructional Days

87 Instructional Days Total

December ‘23 S M T W Th F S

1 2 3 4 5 6 7 8 9

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30

June ‘24 S M T W Th F S

2 3 4 5 6 7 8 9 10 11 12 13 14 15

16 17 18 19 20 21 22

23 24 25 26 27 28 29

First/Last Day of Semester Holiday/Break (School Closed) Teachers’ Workday/ Professional Development Day (School Closed) Independent Learner Day/ Professional Development Day

93 Instructional Days Total

APPENDIX E

CONTINUING CONTRACT FOR

PROFESSIONAL SERVICES

BETWEEN THE

DEKALB COUNTY BOARD OF EDUCATION

AND

Design Professional:

Design

Professional Address:

Solicitation No.: RFP No. 24-752-037 i

T A B L E O F C O N T E N T S Article 1 Commissioning Authority Professional’ Responsibilities 2

Article 2 Owner’s Responsibilities 5

Article 3 Schedule 6

Article 4 Compensation 7

Article 5 Ownership and License of Documents and Intellectual Property 9

Article 6 Maintenance of Records 10

Article 7 Indemnity 10

Article 8 Errors and Omissions Insurance 11

Article 9 Other Insurance 11

Article 10 Services by Commissioning Authority Own Staff 11

Article 11 Waiver of Claims 12

Article 12 Termination or Suspension 12

Article 13 Prohibition Against Contingent Fees 13

Article 14 Conflict of Interest 13

Article 15 Applicable Law 13

Article 16 Successors and Assigns 14

Article 17 No Third-Party Beneficiaries 14

Article 18 Cooperation with Program Manager and Construction Manager 14

Article 19 Asbestos Statement 15

Article 20 Mandatory Addendum to the Owner/Commissioning Authority Agreement..15

Article 21 Entire Agreement 15

Article 22 Modification 15

Article 23 Notices and Address of Record 15

Article 24 Miscellaneous 16

Exhibit “A” List of Proposal Documents for the Project 20

Exhibit “B” Work Authorization Form 21

Exhibit “C” Staffing Schedule 22

Exhibit “D” Rate Schedules 23

Exhibit “E” Other Insurance 24

Exhibit “F” Asbestos Exclusion Certification Form 26

Exhibit “G” Commissioning Authority Proposal 27

Exhibit “H” Mandatory Addendum to the Owner/Commissioning Authority Agreement 28

Exhibit “I” Contractor Affidavit 35

Exhibit “J” Subcontractor Affidavit 37

CONTINUING CONTRACT FOR PROFESSIONAL SERVICES

This contract (the "Contract") is made and entered into by and between the DeKalb County

Board of Education (the "Owner") and , authorized to do business in the State of Georgia, whose business address is

(hereinafter referred to as the “COMMISSIONING

AUTHORITY”). This Contract shall be effective on the date executed by the last party to execute it.

W I T N E S S E T H:

WHEREAS, it is in the best interests of OWNER to be able to obtain Third Party

Commissioning, or consulting services expeditiously when a need arises in connection with a study or a partial or entire DeKalb County School District construction project; and

WHEREAS, Board Policy DJE, Section III, makes provisions for contracts for professional services; and

WHEREAS, OWNER has selected Commissioning Authority in accordance with the provisions of Board Policy DJE, and Commissioning Authority will provide Third Party Commissioning, or consulting services as directed by Owner for such projects and tasks as may be required on an as needed basis by Owner.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Owner and the Commissioning Authority Professional agree:

ARTICLE 1

COMMISSIONING AUTHORITY RESPONSIBILITIES

1.1 From time to time upon request or direction of the Owner as hereinafter provided, Commissioning Authority shall provide to Owner Third Party Commissioning, or consulting services (hereinafter the “Services”). All Services to be provided by Commissioning Authority pursuant to this Contract shall be in conformance with the scope of services, which shall be described in a Work Authorization issued pursuant to the procedures described herein. The form of the Work Authorization is set forth in Exhibit B attached hereto and incorporated herein by reference. Any proposed deviation from the Services set forth in the Work Authorization must be brought to Owner's attention in writing by Commissioning Authority and all such deviations must be expressly approved by Owner in writing in advance.

1.1.1 All Services must be authorized in writing by Owner in the form of a Work

Authorization, and Commissioning Authority shall not provide any Services to Owner unless and to the extent they are required in a written Work Authorization. Any Services provided by Commissioning Authority without a written Work Authorization shall be at Commissioning Authority own risk and Owner shall have no liability or responsibility for payment for such Services.

1.1.2 As Owner identifies certain Services it wishes Commissioning Authority to provide pursuant to the terms of this Contract, Owner shall request a proposal from Commissioning Authority for such Services, said proposal to be in compliance with the terms of this Contract and in the form of Exhibit G attached hereto and incorporated herein by reference. If the parties reach an agreement with respect to such Services, including, but not limited to the scope of those Services and the compensation to be paid for such Services, then Owner shall prepare a Work Authorization which incorporates the terms of the understanding reached by the parties with respect to such Services, and if both parties are in agreement therewith, they shall jointly execute the Work Authorization. The Owner’s proposal documents for each Project shall be attached hereto as Exhibit A and incorporated herein by reference.

1.1.3 Upon execution of a Work Authorization as aforesaid, Commissioning Authority agrees to promptly provide the Services required thereby, in accordance with the terms of this Contract, the subject Work Authorization, the Schedule (as defined in Paragraph 3.1 hereof), and all applicable laws, ordinances, rules and regulations.

1.1.4 It is mutually understood and agreed that the nature, amount, and frequency of the

Services shall be determined solely by Owner and that Owner does not represent or guarantee unto Commissioning Authority that any specific or minimum number of Services will be requested or required of Commissioning Authority pursuant to this Contract.

1.1.5 Commissioning Authority agrees that upon request of Owner under this Contract

Commissioning Authority will provide bidding assistance and construction contract administration services as needed.

1.1.5 Commissioning Authority shall have no authority to act as the agent of Owner under this Contract or to obligate OWNER in any manner or way. Commissioning Authority is an independent contractor, and neither it nor any of its agents, servants or employees will be an employee or agent of the Owner. Nothing contained in this Contract shall constitute or be deemed or construed to create a partnership or joint venture, or any agency relationship, between owner and Commissioning Authority.

1.1.6 All duly executed Work Authorizations shall be and are hereby incorporated into and made a part of this Contract by reference.

1.2 Commissioning Authority agrees to obtain and maintain throughout the period of this Contract all such licenses and permits as are required for Commissioning Authority to do business in the State of Georgia and in DeKalb County, including, but not limited to, all licenses and permits required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by Commissioning Authority pursuant to this Contract.

1.3 Commissioning Authority agrees that, when the Services to be provided hereunder relate to a professional service which, under the laws of the State of Georgia, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services.

1.4 Commissioning Authority hereby designates _____________ as its

Principal in Charge (hereinafter referred to as the "Principal in Charge"), who has full authority to bind and obligate Commissioning Authority on all matters arising out of or relating to this Contract. For each Work Authorization, Commissioning Authority will designate in writing an individual to serve as Commissioning Authority’ representative (hereinafter referred to as the "Representative"), who may be the same as the Principal in Charge. The Representative is authorized and responsible to act on behalf of the Commissioning Authority with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Authorization. By execution of this Contract, Commissioning Authority acknowledges that the Principal in Charge and Representative(s) have full authority to bind and obligate Commissioning Authority on all matters arising out of or relating to this

Contract and the Work Authorization, respectively. Commissioning Authority agrees that the Principal in Charge and the Representatives shall devote whatever time is required to satisfactorily and diligently manage the Services to be provided and performed by Commissioning Authority under the Work Authorization. Further, Commissioning Authority agrees that the Principal in Charge and the Representatives shall not be removed by Commissioning Authority without Owner's prior approval, and if so removed must be immediately replaced with a person acceptable to Owner, which approval and acceptance shall not be unreasonably withheld by Owner.

1.5 The Commissioning Authority shall assign only qualified personnel to perform any service concerning the Project (as defined in Paragraph 3.1 hereof). The Commissioning Authority management, design, and construction administration staff assigned to the Project shall have experience in K-12 school design and construction. The Owner shall have the right, but not the obligation, to interview the management, design, and construction administration staff that will be assigned to the Project.

1.6 Commissioning Authority agrees that its senior staff, subconsultants and subcontractors who will perform any Services under this Contract are subject to Owner's reasonable approval.

Attached hereto as Exhibit C is a listing of Commissioning Authority’ senior staff, subconsultants and subcontractors who have been assigned to provide the services required under this Contract. None of the senior staff, subconsultants and subcontractors identified in Exhibit C shall be removed from a Project by Commissioning Authority without OWNER'S prior approval (such approval not to be unreasonably withheld), and if so removed shall be immediately replaced with a person or firm reasonably acceptable to Owner. Commissioning Authority further agrees, within fourteen (14) calendar days of receipt of a written request from Owner, to promptly remove from a Project and replace the Representative, or any other personnel employed or retained by Commissioning Authority, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by Commissioning Authority to provide and perform any of the Services pursuant to the requirements of this Contract, whom Owner shall request in writing to be removed, which request may be made by Owner with or without cause. If Commissioning Authority is required to remove and replace a subconsultant or subcontractor without cause, an equitable adjustment shall be made to the compensation provided for in any Work Authorization to which such subcontractor or subconsultant may have been assigned.

1.7 Commissioning Authority represents to Owner that it has expertise in the type of professional

Services that will be required under this Contract. Drawings shall be prepared in electronic AutoCAD 2014 format and a project manual for each Project (the “Project Manual”) shall be prepared as an electronic Word 2010 document. By execution of this Contract and each subsequent Work Authorization issued hereafter, if any, Commissioning Authority acknowledges it has received the most recent version of the DCSD 2020 Vision – Educational Specifications and Design Guidelines as of the date of this Contract or such subsequent Work Authorization and will follow, observe and design in accordance with the standards, requirements and conventions set forth therein. Commissioning Authority agrees that all Services to be provided by Commissioning Authority pursuant to this Contract shall be subject to Owner's reasonable review and approval and shall be in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations (including utility regulations), local and state fire marshal requirements and the Georgia Department of Education requirements, Georgia Construction Code, as well as the requirements of any governmental agencies which regulate or have jurisdiction over the Project (as defined in Paragraph 3.1 hereof) or the Services to be provided and performed by Commissioning Authority hereunder. In the event of any conflicts in these requirements, Commissioning Authority shall promptly notify Owner of such conflict in writing and utilize its best professional judgment to resolve the conflict.

Owner's approval of any design documents in no way relieves Commissioning Authority of its obligation to deliver complete and accurate documents necessary for successful completion of the subject Project pursuant to the Work Authorization.

1.8 Commissioning Authority agrees not to divulge, furnish or make available to any third person, firm or organization, without Owner's prior written consent, or unless incident to the proper performance of Commissioning Authority’ obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by Commissioning Authority hereunder, and Commissioning Authority shall require all of its employees, agents, sub-consultants and subcontractors to comply with the provisions of this paragraph. This paragraph shall survive the expiration or earlier termination of this Contract.

1.9 Commissioning Authority acknowledges that Owner may contract with a construction manager or general contractor who, if retained, shall be responsible for any construction identified in the Work Authorization (hereinafter referred to as "Construction Contractor"). If a Construction Contractor Is Retained, Commissioning Authority agrees to cooperate with Construction Contractor with respect to Construction Contractor's delivery of work and services to Owner. Also, in such event, Commissioning Authority agrees to incorporate, whenever reasonably practicable and consistent with good design principles, and after Owner's written approval, all suggestions or recommendations timely made by Construction Contractor with respect to any design set forth in the Work Authorization.

1.10 Commissioning Authority agrees to comply with all of Owner's rules and regulations with respect to safety and security at the Owner's facilities, including Owner's drug program, as said rules and regulations may be modified and amended by Owner from time to time.

Commissioning Authority further agrees to enforce compliance with such rules and regulations by all of Commissioning Authority’ subconsultants and subcontractors.

1.11 Owner may have one or more representatives visit the site of the Project (as defined in

Paragraph 3.1 hereof) from time to time, or on a full-time basis, and Commissioning Authority shall not interfere with the functions of said representatives and will cooperate and work with said representatives. No action or failure to act by a representative of Owner shall relieve Commissioning Authority from any of its duties or obligations hereunder.

1.12 Commissioning Authority shall be responsible for obtaining and reviewing all geological reports obtained by Owner with respect to the Project (as defined in Paragraph 3.1 hereof).

Commissioning Authority’ design documents shall be consistent and coordinated with the information set forth in all such geological reports. In the event Commissioning Authority has any questions or concerns about the contents of any such reports, Commissioning Authority shall notify Owner in writing within ten (10) days of Commissioning Authority’ receipt of any such geological reports. Commissioning Authority and Owner will work in good faith to mutually resolve any such questions or concerns.

ARTICLE 2

OWNER’S RESPONSIBILITIES

2.1 For each Work Authorization, OWNER shall designate in writing a project coordinator to act as Owner's representative with respect to the Services to be rendered under the Work Authorization (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define Owner's policies and decisions with respect to Commissioning Authority’ Services under the Work Authorization. However, except as may be otherwise expressly authorized in writing by the DeKalb County School District, neither the Project Manager nor any other party is authorized to issue any oral or written orders or instructions to Commissioning Authority that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever the: (1) Services to be provided and performed by Commissioning Authority as set forth in the Work Authorization; (2) the time in which Commissioning Authority is obligated to complete all such Services as set forth in the Work Authorization or in the Schedule (as defined in Paragraph 3.1 hereof) submitted and approved pursuant to this Contract; (3) the amount of compensation Owner is obligated or committed to pay Commissioning Authority as set forth in the Work Authorization; or (4) the indemnification obligations of Commissioning Authority under the Contract or the Work Authorization. Any additional services (hereinafter the “Additional Services”) must be approved in writing in the form of a written and executed amendment to this Contract or applicable Work Authorization prior to starting such Additional Services. OWNER will not be liable or responsible for the costs of Additional Services commenced without its express prior written approval.

2.2 Within a reasonable time after request from Commissioning Authority, Owner shall provide, if available, all criteria and information requested by Commissioning Authority necessary for Commissioning Authority to comply with Owner's requirements for the Services specified in the Work Authorization, including design objectives and constraints, space, capacity and performance requirements, flexibility and expendability, and any budgetary limitations, which may affect the Services.

2.3 Within a reasonable time after request from Commissioning Authority, Owner will make available to Commissioning Authority all reasonably available information in Owner's possession pertinent to the Services specified in the Work Authorization, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to design or construction set forth in the Work Authorization necessary for Commissioning Authority to comply with Owner’s requirements for the Services specified in the Work Authorization.

2.4 Owner shall arrange for access to and make all reasonable provisions for Commissioning

Authority to enter the site set forth in the Work Authorization (if any) to perform the Services to be provided by Commissioning Authority under this Contract. Commissioning Authority acknowledges that such access may be provided during times that are not the normal business hours of Commissioning Authority.

2.5 Owner shall provide written notice to Commissioning Authority of any deficiencies or defects discovered by Owner with respect to the Services to be rendered by Commissioning Authority hereunder.

2.6 Wherever the terms of this Contract refer to some action, consent, or approval (excluding approvals of Additional Services or changes to this Contract) to be provided by Owner or some notice, report or document is to be provided to Owner, such reference to "Owner" shall mean Owner, Owner's staff, or Owner's designee, including Project Manager, unless otherwise stated.

ARTICLE 3

SCHEDULE

3.1 Within ten (10) days of receiving a written Work Authorization from Owner to perform Services hereunder for a particular project ("Project"), Commissioning Authority agrees to submit to Owner a computer-generated bar graph time schedule ("Schedule") for the performance of such Services to be provided with respect to the Project. Said Schedule shall be of a form and content satisfactory to Owner. Services to be rendered by Commissioning Authority shall be commenced, performed and completed in accordance with the Work Authorization and the Schedule. Time is of the essence with respect to the performance of this Contract, including any and all Projects assigned to Commissioning Authority.

3.2 Should Commissioning Authority be obstructed or delayed in the prosecution or completion of its Services as a result of unforeseeable causes beyond the control of Commissioning Authority, including but not restricted to acts of God or of public enemy, acts of government or negligent or intentionally wrongful conduct of Owner, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, and not due to Commissioning Authority’ own fault or neglect, then Commissioning Authority shall notify OWNER in writing within three (3) business days (unless Owner expressly agrees in writing to a longer period of time) after commencement of such delay, stating the cause or causes thereof and requesting a reasonable extension of time, or be deemed to have waived any right which Commissioning Authority may have had to request a time extension.

3.3 Unless otherwise expressly provided for in the Work Authorization, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of Commissioning Authority’ from any cause whatsoever, including those for which Owner may be responsible in whole or in part, shall relieve Commissioning Authority of its duty to perform or give rise to any right to damages or additional compensation from Owner. Commissioning Authority expressly acknowledges and agrees that it shall receive no damages for delay.

Commissioning Authority’ sole remedy, if any, against OWNER will be the right to seek an extension of time to its Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned ''No Damage For Delay" provision.

This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault and neglect of Commissioning Authority, the Services to be provided hereunder have been delayed for a total of six (6) months or more, Commissioning Authority’ compensation shall be equitably adjusted, with respect to those Services that have not yet been performed, to reflect the incremental increase in costs actually experienced by Commissioning Authority, if any, as a result of such delays.

3.4 Should Commissioning Authority fail to commence, provide, perform or complete any of the

Services to be provided hereunder in a timely and diligent manner in compliance with this Contract, the Work Authorization and all applicable laws, then, in addition to any other rights or remedies available to Owner hereunder, Owner at its sole discretion and option may withhold any and all payments due and owing to Commissioning Authority until such time as Commissioning Authority resumes performance of its obligations hereunder in such a manner so as to establish to Owner's satisfaction that Commissioning Authority’ performance is or will shortly be back on schedule and in compliance with this Contract, the Work Authorization and all applicable laws.

3.5 Notwithstanding anything herein to the contrary, this Contract may be renewed annually by

OWNER at its sole discretion. If Owner elects not to renew this Contract, it shall send written notice thereof to Commissioning Authority at least ten (10) days prior to the annual anniversary date of this Contract. If Owner fails to send said written nonrenewal notice as herein provided, Owner shall be deemed to have elected to renew this Contract. In the event Owner sends said written nonrenewal notice, Owner may provide for either the termination or continued performance of any Services under any outstanding Work Authorizations. If Owner directs Commissioning Authority to continue to perform any such Services, Commissioning Authority shall continue performance of such Services in accordance with OWNER'S directions, and this Contract and the applicable Work Authorization(s) shall continue as to such Services until completion.

ARTICLE 4

COMPENSATION

4.1 Compensation and the manner of payment of such compensation by Owner for Services rendered hereunder by Commissioning Authority shall be as prescribed in each written Work Authorization. Commissioning Authority agrees to furnish to Owner, within three (3) days after the end of each calendar month, or as specified in the Work Authorization, a comprehensive and itemized statement of charges for the Services performed and rendered by

Commissioning Authority during that time period, and for any Owner authorized Reimbursable Expenses (as hereinbelow defined), incurred and/or paid by Commissioning Authority during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by Owner. All such statements shall indicate the Contract Number, Work Authorization Number, Purchase Order Number and Project Site description (School or Facility Name).

4.2 The compensation (whether based upon lump sum, hourly, hourly with a cap or some other agreed-upon formula) contained in each separate Work Authorization shall be based on the hourly rates as set forth and identified in Exhibit D, which is attached hereto and incorporated herein by this reference (the “Rate Schedule”), for the time reasonably expended by Commissioning Authority’ personnel in performing the Services in accordance with the Schedule, the Contract, and the Work Authorization. The Rate Schedule shall be updated by mutual agreement on a yearly basis, in conjunction with the annual renewal of this Contract provided for in paragraph 3.5 above.

4.3 OWNER agrees to reimburse Commissioning Authority for all necessary and reasonable

Reimbursable Expenses incurred or paid by Commissioning Authority in connection with Commissioning Authority’ performance of the Services, at its direct cost with no markup, to the extent such reimbursement is permitted in the Work Authorization. For the purposes hereof, the term "Reimbursable Expenses " shall be deemed to include the following unless otherwise agreed to by Owner or set forth in the Work Authorization:

4.3.1 All necessary fees paid by Commissioning Authority to governmental authorities having jurisdiction over any Project specified in a Work Authorization, for securing required approval or permitting of the Project or any part of it.

4.3.2 The actual, direct cost to Commissioning Authority without markup for necessary copying/reproduction of plans and other documents required in connection with any Project specified in the Work Authorization.

Commissioning Authority shall obtain the prior written approval of Owner before incurring any expenses other than the aforesaid Reimbursable Expenses, and absent such prior approval, no expenses incurred by Commissioning Authority will be deemed to be a Reimbursable Expense.

4.4 Commissioning Authority shall bear and pay all overhead and other expenses, except for the Reimbursable Expenses specified and defined above, incurred by Commissioning Authority in the performance of the Services.

4.5 Prior to authorizing Commissioning Authority to provide any Services or to incur any

Reimbursable Expenses under a Work Authorization pursuant to this Contract, Owner shall request that Commissioning Authority in writing advise Owner of (i) the estimated time required of Commissioning Authority’ personnel and the estimated fees thereof for the proposed Services to be specified in the Work Authorization; and (ii) the estimated charge to Owner for the Reimbursable Expenses applicable to the contemplated Services to be performed by Commissioning Authority under the proposed Work Authorization.

Commissioning Authority shall promptly supply such estimate to Owner based on Commissioning Authority’ good faith analysis.

4.6 Commissioning Authority agrees that, with respect to any subconsultant or subcontractor to be utilized by Commissioning Authority under any particular Work Authorization, Commissioning Authority shall be limited to a maximum markup of __% on the fees and expenses associated with such subconsultants and subcontractors.

ARTICLE 5

OWNERSHIP AND LICENSE OF DOCUMENTS AND INTELLECTUAL PROPERTY

5.1 The Preliminary Design and the Construction Documents shall become “Instruments of

Service” and include all Drawings, Plans, Specifications, and other documents, including those in electronic form, prepared specifically for the subject Project by the Commissioning Authority and its consultants. The Commissioning Authority agrees to, and Commissioning Authority and its consultants shall be deemed to have prepared their respective Instruments of Service as Third Party Commissioning works and works made for hire as defined in 17 U.S.C. §§ 101, 102(a)(8) and 201(b), thereby transferring and vesting in the Owner, pursuant to 17 U.S.C. § 201(d), all common law, statutory, and other reserved rights, including copyrights in the Instruments of Service and in the buildings, improvements, and structures constituting the Project. The Instruments of Service shall include the Space Plan and Design Concept, if any.

5.2 Commissioning Authority hereby expressly grants, assigns, transfers, and otherwise quitclaims to the Owner, its successors, and assigns, pursuant to 17 U.S.C. § 201(d), all common law, statutory, and other reserved rights, including copyrights in both the Instruments of Service and in the buildings, improvements, and structures embodying the Third Party Commissioning works that constitute the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums, when due, under this Contract. The Commissioning Authority shall obtain similar grants, assignments, transfers, and quitclaims from its consultants consistent with this Contract. The Commissioning Authority warrants (and shall cause each of the Commissioning Authority Consultants To Warrant Also) That This Transfer Of Copyright And Other Rights Is Valid Against The World.

5.3 The Commissioning Authority Hereby Grants, Assigns, Transfers, And Otherwise Quitclaims

To The Owner, Without Reservation, All Copyrights To All Project-Related Documents, Models, Computer Drawings, And Other Electronic Expressions, Photographs, And Other Expression Or Instruments Of Service Produced By The Commissioning Authority. However, The Commissioning Authority Will Retain All Rights To Any Pre-Existing Intellectual Property Or Standard Construction Details Or Conventions Contained In The Instruments Of Service.

5.4 All Licenses Granted Herein Or Pursuant To This Contract Are Worldwide, Perpetual And

Irrevocable And Shall Continue Even In The Event This Contract Expires Or Is Terminated For Any Reason. Commissioning Authority Hereby Consents To Any Use Of Any And All Project Documents By Any Replacement Third Party Commissioning Engineers, Contractors, Or Other Professionals Retained By Owner In The Event Of Any Such Expiration Or Termination; Provided, However, Commissioning Authority Shall Not Be Liable For Any Of The Design Work Performed By Such Replacement Third Party Commissioning Engineers Or Other Professionals. This Paragraph Shall Survive The Expiration Or Termination Of This

5.5 Commissioning Authority, Upon Reasonable Request By Owner, Even If Such Request Is

Made After Termination Or Expiration Of This Contract For Any Reason, Shall Take All Steps Reasonably Required By Owner To Memorialize, Perfect, Substantiate, Record, Or Evidence All Licenses, Assignments, And Rights Owner Has, Is Due, Or May Have Under Or Pursuant To This Contract, And Shall Do So At No Additional Charge To Owner. This Paragraph Shall Survive The Expiration Or Termination Of This Contract.

5.6 The Owner Hereby Grants To The Commissioning Authority A Nonexclusive License To

Reproduce Such Documents For Purposes Relating Directly To The Commissioning Authority’ Performance Of Any Project, For The Commissioning Authority’ Archival Records, And For The Commissioning Authority’ Reproduction Of Drawings And Photographs For The

Design Professional’s Marketing Materials Provided That The Content Of Those Materials, As To Each Such Project, Are Approved By The Owner Prior To Publication. No Other Project-Related Documents May Be Reproduced For Any Other Purpose Without The Express Written Permission Of The Owner Or Unless Otherwise Required By Law. The Publication Of The Commissioning Authority Materials Shall Not Include The Owner's Confidential Or Proprietary Information.

5.7 Commissioning Authority Shall, Upon Reasonable Request By Owner, Even If Such Request

Is Made After Termination Or Expiration Of This Contract For Any Reason, Or Upon Completion Of The Project Should No Such Request Be Made By The Owner, Provide To Owner (I) Reproducible Copies Of All Project Documents, (Ii) Written Copies Of All Licenses And Assignments…