RFQu 25_752_001 CM at Risk Allgood ES Attachm.pdf

DeKalb County School District RFQu No. 25-752-001 CM at Risk Allgood Elementary School HVAC Systems Project No. 201-36 Replacement and Renovations August 22, 2024 Page 1 of 2

ATTACHMENT A: CONSTRUCTION MANAGER CHECKLIST AND CERTIFICATION

The undersigned, hereby acknowledges having received Request for Qualifications (RFQu) No. 25-752-001 for Construction Manager at Risk Allgood Elementary School HVAC Systems Replacement and Renovations containing a full set of documents:

IMPORTANT NOTICE: The omission of any of the required items listed below shall cause the bid submission to be declared non-responsive and to be rejected.

Owner’s Standard Forms:

Include with

Proposal

Check Box to

Confirm Inclusion

Attachment A Construction Manager Checklist and Certification (2 pages) YES

Attachment B1 Corporate Certificate (1 page)

B1 or B2 or B3 as applicable

Attachment B2 Partnership Certificate (1 page)

Attachment B3 Entity Certificate (1 page)

Attachment D Offeror’s and Individuals’ Affidavit of Noncollusion (2 pages) YES

Attachment E Conflict of Interest Disclosure Affidavit (2 pages) YES

Attachment F Consent to Release Information (1 page) YES

Attachment J Immigration and Security Certification (2 pages) YES

Attachment L No Submittal Response Form (1 page) No

Attachment M1 Standard Form of Construction Management Contract (Allgood Elementary School)

No

Other Requirements:

Include with

Proposal

Check Box to

Confirm Inclusion

Copy of Business License, Valid GC License, and Insurance Certificates YES

Bonding Capacity Letter from Insurer or Surety YES

Indicate Addenda(s) Nos. _____________________________ received (none unless indicated here). The Construction Manager is responsible for reading and understanding all sections of this RFQu and affirms that the Construction Manager shall be bound by all of the terms and conditions contained in this RFQu.

Further, the undersigned, being duly sworn, states on oath that no disclosures of ownership have been withheld from the Board, that the information provided herein is current, and Construction Manager and its officers and employees have not entered into any agreement with any other Construction Manager or prospective Construction Manager or with any other person, firm or corporation relating to any prices or other terms named in this RFQu or any other RFQu, nor has it entered into any agreement or arrangement under which a person, firm or corporation is to refrain from responding to this RFQu.

Name of Construction Manager:

Signature: ____________________________ Printed Name: ____________________________

Title: ____________________________ Date: ____________________________

CM at Risk Allgood Elementary School HVAC Systems Project No. 201-36 Replacement and Renovations August 22, 2024 Page 2 of 2

Sworn to and subscribed before me this ___ day of _______________, 2_____.

Notary Public: _____________________________ My commission expires: __/__/__.

(SEAL)

THE DEKALB COUNTY SCHOOL DISTRICT RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS

AND TO WAIVE INFORMALITIES.

CM at Risk Allgood Elementary School HVAC Replacement and Renovations Project No. 201-36 August 22, 2024 Page 1 of 1

ATTACHMENT B1: CORPORATE CERTIFICATE

STATE OF _______________________

COUNTY OF _____________________

I, ________________________________, certify that I am the Secretary of the corporation named as offeror in the foregoing proposal; that ____________________________ who signed said proposal on behalf of the offeror was then _______________________ of said corporation; that said proposal was duly signed for and in behalf of said corporation by authority of its Board of Directors, and is within the scope of its corporate powers; and that said corporation is organized under the laws of the State of ____________________.

[signature]

[typed name]

Subscribed and sworn to before me this ___ day of _______________, 2_____.

(SEAL)

Notary Public

My Commission Expires:

ATTACHMENT B2: PARTNERSHIP CERTIFICATE

STATE OF __________________________

COUNTY OF ________________________

On this ____ day of ______________, 20______, personally appeared

_____________________________, who executed the above proposal, and being first duly sworn, deposes and says that he or she is a general partner in the firm of

_____________________________ and that said firm consists of himself or herself and

__________________________________________ and that he or she executed the foregoing proposal on behalf of said firm for the uses and purposes stated therein, and that no one except the above named members of the firm have any financial interest whatsoever in said proposed contract.

[Affiant’s Signature]

Partner Partner

Partner Partner

Subscribed and sworn to before me this ___ day of _______________, 2____.

(seal)

Notary Public

My Commission Expires:

NOTE: If only one partner signs, a Power of Attorney executed by all other partners authorizing him or her to act in the name of the partnership must be attached; otherwise, all partners must sign.

CM at Risk Allgood Elementary School HVAC Replacement and Renovations Project No 201-36

ATTACHMENT B3: ENTITY CERTIFICATE

STATE OF _______________________

COUNTY OF _____________________

I, ________________________________, certify that I am the Secretary of the entity named as offeror in the foregoing proposal; that _____________________________________ who signed said proposal in behalf of the offeror was then _______________________ of said entity; that said proposal was duly signed for and on behalf of said entity by due authority, and is within the scope of its legal powers; and that said entity is a ________________________ organized under the laws of the State of ____________________.

[typed name]

Subscribed and sworn to before me this ___ day of _______________, 2____.

ATTACHMENT D: OFFEROR’S and INDIVIDUALS’ AFFIDAVIT OF NONCOLLUSION (This affidavit to be executed in accordance with O.C.G.A. § 36-91-21(e))

STATE OF ______________________

COUNTY OF ____________________

COMES NOW,

_________________________________________________________(“Offeror”), [name of Offeror] appearing by and through __________________________________, it’s _________________________ [insert name of individual with [title] authority to bind Offeror]

(averring both individually and in his or her representative capacity on behalf of Offeror) (the “Individual And Representative Affiant”), and [in these blanks insert the names of all those required to give the oath under O.C.G.A. § 36-91-21(e)]

(collectively, the “Individual Affiants”), and each of the Individual And Representative Affiant and the Individual Affiants, after first being duly sworn, deposes and says that:

1. He, she or it, as applicable, has not directly or indirectly violated subsection (d) of the Official

Code of Georgia Annotated Section 36-91-21, which subsection provides as follows:

(d) Whenever a public works construction contract for any governmental entity subject to the requirements of this chapter is to be let out by competitive sealed bid or proposal, no person, by himself or herself or otherwise, shall prevent or attempt to prevent competition in such bidding or proposals by any means whatever. No person who desires to procure such work for himself or herself or for another shall prevent or endeavor to prevent anyone from making a bid or proposal therefor by any means whatever, nor shall such person so desiring the work cause or induce another to withdraw a bid or proposal for the work.

2. If the Offeror is a partnership, then the Individual And Representative Affiant, together with the

Individual Affiants, constitute all of the partners and any officer, agent or other person who may have represented or acted for them in bidding or proposing for or procuring the contract for the DeKalb County

Board of Education CM at Risk for Allgood Elementary School (the “Project”).

3. If the Offeror is a corporation or other entity, then the Individual And Representative Affiant, together with the Individual Affiants, constitute all officers, agents, or other persons who may have acted for or represented the corporation or other entity in bidding for or procuring the contract for the Project.

Further, the Individual And Representative Affiant and the Individual Affiants sayeth not.

This _______ day of _______________, 2____

[insert name of Offeror] and

[insert name of Individual And Representative Affiant]

By: ___________________________________, both individually and on behalf of Offeror as its

[insert title]

Individual Affiants’ signatures and names:

x_____________________________________ x____________________________________ Name: Name:

x_____________________________________ x____________________________________ Name: Name:

x_____________________________________ x____________________________________ Name: Name:

x_____________________________________ x____________________________________ Name: Name:

x_____________________________________ x____________________________________ Name: Name:

x_____________________________________ x____________________________________ Name: Name:

Sworn to and subscribed before me this ___ day of _______________, 2____.

Notary Public: _____________________ My commission expires: __/__/__.

ATTACHMENT E: CONFLICT OF INTEREST DISCLOSURE AFFIDAVIT

I HEREBY CERTIFY, UNDER OATH, that

1. I (Printed Name), ______________________________________ am the (Title)

_________________________________________________ and I am the duly authorized representative of the firm of (Firm Name) ______________________________________

_____________________________________________ (the “Firm”) for purposes of this

Affidavit, whose address is (Firm Address) _________________________

________________________, and I possess the legal authority to make this Affidavit on behalf of myself and the Firm, as follows:

2. The following employee(s), officer(s) or agent(s) of the Firm (collectively, “Firm

Representative”) is/are related, by blood or marriage, to an employee, agent or Board

Member of the DeKalb County Board of Education (collectively, “Owner

Representative”), as indicated below:

Firm Representative Owner Representative Relation

3. Except as listed below under “EXCEPTIONS”, neither the Firm nor any Firm

Representative have any conflicts of interest, whether real or potential, due to kinship, ownership, other clients, other contracts, interests, or otherwise concerning the DeKalb

County Board of Education, the Project or any Owner Representative:

EXCEPTIONS (fully disclose and completely explain)

[Continued on Next Page]

4. This disclosure is made without prior understanding, agreement, or connection with any corporation, firm or person submitting a bid, proposal or qualification statement for the same contract or project, and is in all respects without collusion or fraud.

Wherefore, the foregoing disclosure is fully complete and true, and may be relied upon by the

DeKalb County Board of Education:

Signature: ____________________________________________

Printed Name: ____________________________________________

Firm Name: ____________________________________________

Date: ____________________________________________

Sworn to and described before me this ________ day of _______________________

Personally known: ____________________________________________

OR Produced Identification: ____________________________________________

Type of Identification: ____________________________________________

Notary Public – State of ____________________________________________

My Commission Expires ____________________________________________

Affix Notary Seal Here:

ATTACHMENT F: CONSENT TO RELEASE INFORMATION

The undersigned, having submitted a competitive sealed Proposal to the DeKalb County Board of Education in respect of a local government entity public works construction project (or being a partner in a joint venture that has submitted such proposal), hereby authorizes any person or entity having in its possession, custody or control any information regarding the undersigned to fully disclose and make available such information to the DeKalb County Board of Education, its agents, attorneys and other representatives.

This ___ day of _______________, 2_____.

[Printed name of person or entity consenting to release of information]

By: ___________________________________

Printed name: ___________________________

Printed Title: ____________________________

ATTACHMENT J: IMMIGRATION AND SECURITY CERTIFICATION

If you are providing service, performing work or delivering goods to the DeKalb County Board of Education/DeKalb County School District including, but not limited to schools, warehouses and central offices, the applicable Georgia Security and Immigration Compliance documents found here must be completed, signed, notarized and submitted with your bid/proposal. Failure to provide this document with your bid/proposal will result in the disqualification of the bid/proposal.

1) Offeror/Bidder shall at all times comply with the Georgia Security and Immigration Compliance Act, as amended, O.C.G.A. § 13-10-90 et. seq.

2) In order to insure compliance with the Immigration Reform and Control Act of 1986 (IRCA), D.L. 99-603 and the Georgia Security and Immigration Compliance Act, as amended by the Illegal Immigration Reform Act of 2011, O.C.G.A. § 13-10-90 et. seq. (collectively the “Act”), the Offeror MUST INITIAL the statement applicable to Offeror below:

(a) (Initial here): Offeror declares under penalties of perjury that, Offeror has registered at https://e-verify.uscis.gov/enroll/ to verify information of all new employees in order to comply with the Act; is authorized to use and uses the federal authorization program under the federal work authorization user identification number issued on the date of authorization below; will continue to use the authorization program throughout the contract period; Offeror further warrants and agrees Offeror shall execute and return any and all affidavits required by the Act and the rules and regulations issued by the Georgia Department of Labor as set forth at Rule 300-10-1-.01 et. seq. [Offerors who initial (a) must attach and return a signed, notarized Contractor Affidavit and Agreement with the Contract if awarded];

or

(b) ________ (Initial here): Offeror/Bidder warrants that he/she does not employ any other persons, and he/she does not intend to hire any employees or to perform the Contract. [Offerors/Bidders who initial (b) must attach and return a signed, notarized Affidavit of Exception with the Contract if awarded];

or

(c) _______ (Initial here) Offeror/Bidder is an individual who is licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing when such contract is for services to be rendered by such individual and thus does not have to provide an affidavit.

_ 3) _____ (Initial here) Offeror/Bidder will not employ or contract with any subcontractor in connection with a covered contract unless the subcontractor is registered, authorized to use, and uses the federal work authorization program; and provides Offeror/Bidder with all affidavits required by the Act and the rules and regulations issued by the Georgia Department of Labor as set forth at Rule 300-10-1-.01 et. seq.

4) _____(Initial here) Offeror/Bidder agrees that, if Offeror/Bidder employs or contracts with any sub-contractor in connection with the covered contract under the Act and DOL Rules 300-10-1-.01, https://e-verify.uscis.gov/enroll/ et seq that Offeror/Bidder will secure from each sub-contractor at the time of the contract the sub-contractor’s name and address, the employee-number applicable to the sub-contractor, the date the authorization to use the federal work authorization program was granted to sub-contractor; the subcontractor’s attestation of the subcontractor’s compliance with the Act and Georgia Department of Labor Rule 300-10-1-.01, et seq.; and the subcontractor’s agreement not to contract with sub-subcontractors unless the sub-subcontractor is registered, authorized to use, and uses the federal work authorization program; and provides subcontractor with all affidavits required by the Act and the rules and regulations issued by the Georgia Department of Labor as set forth at Rule 300-10-1- .01 et. seq.

5) ______(Initial here) Offeror/Bidder agrees to provide the DeKalb County School District with all affidavits of compliance as required by O.C.G.A. § 13-10-90 et seq. and Georgia Department of Labor Rules 300-10-1-.01, et seq within five (5) business days of receipt.

Signature Date

EEV/Basic Pilot Program Date of Authorization User Identification Number

Firm Name: __________________________________________________________

Street/Mailing Address: ________________________________________________

City, State, Zip Code: __________________________________________________

Telephone Number: ___________________________________________________

Email Address: _______________________________________________________

SUBSCRIBED AND SWORN

BEFORE ME ON THIS THE

______ DAY OF_____________________, 20____

CM at Risk Allgood ES HVAC Replacement and Renovations Project No. 201-36

ATTACHMENT L: NO SUBMITTAL RESPONSE FORM

RFQu Number: 25-752-001 DCSD Project Nos.: 201-36 Title: CM at Risk for Allgood Elementary School

If your company will not be submitting a proposal in response to this Request for Qualifications, please complete this form and return or fax, prior to the RFQu due date established within to:

DeKalb County Board of Education (the “Board”) Procurement Services

Attention: Senior Procurement Manager Email: weyman_f_christopher@dekalbschoolsga.org

This information will assist Procurement Services in the preparation of future RFQu’s.

Company Name:

Contact:

Address:

Telephone: _________________________________ Fax:

Email:

Please check reason for a “no submittal.”

_____ Specifications ‘too tight,” geared toward one brand or manufacturer (explain below)

_____ Insufficient time to respond

_____ Specifications unclear (explain below)

_____ We do not offer this service or an equivalent

_____ Our schedule does not permit us to perform

_____ Unable to meet specifications

_____ Unable to meet bond requirements

_____ Unable to hold prices respondent throughout the term of the contract period

_____ Unable to meet insurance requirements

_____ Other

Explanation:

If submitting this form, only this form needs to be returned.

mailto:weyman_f_christopher@dekalbschoolsga.org i 07.2016

ATTACHMENT M

STANDARD FORM OF

CONSTRUCTION MANAGEMENTCONTRACT

BETWEEN

THE DEKALB COUNTY BOARD OF EDUCATION

AND

[Contractor]

PROJECT: Allgood Elementay School HVAC Replacement and

Renovations

Project Address: 659 Allgood RD, Stone Mountain, GA 30083

ARCHITECT:

Architect’s Address:

Cost Code: SP6CIP.20136.GENCONTR ii

TABLE OF CONTENTS

SECTION 1 CONTRACT DOCUMENTS ………………………………...…………………… 1

SECTION 2 SCOPE OF WORK ………………………………………………………………... 1

SECTION 3 RELATIONSHIP OF PARTIES …………………………………………………... 2

SECTION 4 CONTRACT AMOUNT ………………………………………………………….. 4

SECTION 5 COST OF THE WORK ……………………………………………………………. 6

SECTION 6 BONDS …………………………………………………………………………… 11

SECTION 7 CONTRACT TIME AND LIQUIDATED DAMAGES …………….…………… 13

SECTION 8 EXHIBITS INCORPORATED …………………………………………………... 15

SECTION 9 NOTICES ………………………………………………………………………… 16

SECTION 10 MODIFICATION …………………………………………………………………16

SECTION 11 SUCCESSORS AND ASSIGNS …………………………………………………16

SECTION 12 GOVERNING LAW ……………………………………………………………...16

SECTION 13 NO WAIVER ……………………………………………………………………. 16

SECTION 14 ENTIRE AGREEMENT ………………………………………………………….17

SECTION 15 SEVERABILITY ………………………………………………………………….17

SECTION 16 CONSTRUCTION ……………………………………………………………….. 17

SECTION 17 COUNTERPARTS ………………………………………………………………...17

EXHIBIT A GENERAL TERMS AND CONDTIONS

1. .. INTENT OF CONTRACT DOCUMENTS …………………………………………… A-1

2. .. INVESTIGATION AND UTILITIES ………………………………………………… A-2

3. .. SCHEDULE …………………………………………………………………………….A-3

4. .. PROGRESS PAYMENTS ………………………………………………………….……A-3

iii

5. .. PAYMENTS WITHHELD ………………………………………………………………A-6

6. .. FINAL PAYMENT ………………………………………………………………………A-7

7. .. SUBMITTALS AND SUBSTITUTIONS ……………………………………………….A-8

8. .. PRE-CONSTRUCTION PHASE SERVICES ………………………...………………..A-10

9. .. CONSTRUCTION PHASE SERVICES ……………………………….………………A-12

10. DAILY REPORTS, AS-BUILT CONTRACT DOCUMENTS AND MEETINGS ...…A-18

11. CONTRACT TIME AND TIME EXTENSIONS ………………………………………A-19

12. CHANGES IN THE WORK ……………………………………………………………A-21

13. CLAIMS AND DISPUTES …………………………………………………...………..A-23

14. OTHER WORK …………………………………………………………………...……A-25

15. INSURANCE ……………………………………………………………………...……A-25

16. WAIVER OF SUBROGATION ………………………………………………………..A-29

17. INDEMNIFICATION ………………………………………………………………….A-30

18. CLEANUP AND PROTECTIONS …………………………………………………….A-30

19. ASSIGNMENT …………………………………………………………………………A-31

20. PERMITS, LICENSES AND TAXES ………………………………………………….A-31

21. TERMINATION FOR DEFAULT ……………………………………………………..A-32

22. TERMINATION FOR CONVENIENCE AND RIGHT OF SUSPENSION …………..A-33

23. COMPLETION …………………………………………………………………………A-34

24. WARRANTY …………………………………………………………………………...A-35

25. TESTS AND INSPECTIONS …………………………………………………………..A-36

26. DEFECTIVE WORK …………………………………………………………………...A-37

27. SUPERVISION AND CONSTRUCTION CONTRACTOR’S REPRESENTATIVE ...A-39

28. PROTECTION OF WORK …………………………………………………………….A-40

29. EMERGENCIES ……………………………………………………………………….A-41

30. USE OF PREMISES ……………………………………………………………………A-41

31. SAFETY ………………………………………………………………………………...A-42

32. PROJECT MEETINGS …………………………………………………………………A-44

33. MATERIALSAFETY DATA SHEET ………………………………………………….A-44

34. AUDITING AND RECORDKEEPING…….…………………………………………...A45

35. COMPLIANCE WITH LAWS …………………………………………………………A-46

iv

36. SUBCONTRACTS ……………………………………………………………………..A-46

37. MARKET ANALYSIS AND SOLICITATION OF BIDS …………………………….A-49

38. SURVIVAL …………………………………………………………………………….A-51

39. SECURING AGREEMENT ……………………………………………………………A-51

EXHIBIT B SUPPLEMENTAL TERMS AND CONDITIONS ………………………….B-1-11

EXHIBIT C FORM OF PAYMENT BOND ……………………………………………….C-1-4

EXHIBIT D FORM OF PERFORMANCE BOND……………………………….……….. D-1-4

EXHIBIT E INSURANCE REQUIREMENTS ……………………………………………..E-1-3

EXHIBIT F LIQUIDATED DAMAGES ………………………………………………………...F-1

EXHIBIT G CONTRACTOR AND SUBCONTRACTOR AFFIDAVIT……………………..G-1-4

EXHIBIT H RELEASE AND AFFIDAVIT …………………………………………………H-1-6

EXHIBIT I CONSTRUCTION CONTRACTOR APPLICATION FOR PAYMENT …………...I-1

EXHIBIT J CHANGE ORDER ………………………………………………………………J-1-3

EXHIBIT J1 PROJECT CLOSEOUT CHECKLIST ……………………………………………J1-1

EXHIBIT K MASTER PROJECT SCHEDULE MILESTONES ……………………………….K-1

EXHIBIT L CONSTRUCTION CONTRACTOR’S STAFFING SCHEDULE ………………...L-1

EXHIBIT L1 PRE-CONSTRUCTION PHASE SERVICES REIMBURSABLE

EXPENSE PROPOSAL ………………………………………………………………………L1-1

EXHIBIT M GMP AMENDMENT TO AGREEMENT BETWEEN OWNER AND

CONSTRUCTION CONTRACTOR …………………………………………......................M-1-13

EXHIBIT N CERTIFICATE OF INSURANCE FORM ………………………………………...N-1

EXHIBIT O SCHOOL CALENDARS ……………………………………………………….. O-1

CONSTRUCTION MANAGEMENT AGREEMENT

THE DEKALB COUNTY BOARD OF EDUCATION, a body corporate existing under the laws of the State of Georgia (“Owner”), hereby contracts with

___________________________, (“Construction Contractor”), authorized to do business in the

State of Georgia, whose business address is _______________________________________, to perform all work (“Work”) in connection with the management and construction of

____________________________________ (hereafter referred to as the “Project”) located at

___________________________________________, said Work being set forth in the plans and specifications being prepared by_________________, the Architect and/or Engineer of Record

(“Design Professional”) and all other Contract Documents hereafter specified.

Owner and Construction Contractor, for the consideration herein set forth, agree as follows:

Section 1. Contract Documents

A. The Contract Documents consist of this Agreement, the Exhibits described in

Section 8 hereof, and any duly executed and issued addenda, Change Orders, Construction Change

Directives, and amendments signed by Owner relating thereto. Further, the term Contract

Documents shall include all plans and specifications for the construction of the Project

(“Construction Documents”) being prepared by Design Professional, but only after said

Construction Documents have been completed by Design Professional and approved in writing by

Owner. Upon Owner’s acceptance of Construction Contractor’s guaranteed maximum price proposal, the Contract Documents will also include the GMP Amendment and all Attachments thereto. All of the foregoing Contract Documents are sometimes referred to herein as the

“Contract”.

B. Owner shall furnish Construction Contractor with one (1) sealed copy and one (1) reproducible set of the Construction Documents. Any additional copies of Construction

Documents, required by Construction Contractor for execution of the Work, shall be made by

Construction Contractor from its reproducible set at Construction Contractor’s sole cost and expense. The reproducible set of the Construction Documents shall be returned to Owner upon final acceptance of the Work by Owner or termination of the Contract, whichever occurs first;

provided, however, Owner is furnishing Construction Contractor a reproducible set of

Construction Documents for Construction Contractor’s convenience and such furnishing by Owner shall not be deemed to be a waiver by Owner or Design Professional of any copyright, patent or license they may have with respect to the Construction Documents. All such copyrights, patents and licenses hereby being expressly reserved by Owner and Design Professional.

Section 2. Scope of Work

The Work to be provided by Construction Contractor pursuant to the Contract shall be performed essentially in two phases; those phases being Pre-Construction Phase Services and Construction

Phase Services, both of which are hereinafter defined. At the discretion of Owner, those two phases may overlap.

A. Pre-Construction Phase Services. Construction Contractor shall review and comment upon the Construction Documents being developed by Design Professional. The scope of that review shall include reviewing those various documents for value engineering and constructability. As the Construction Documents are developed by Design Professional through the various design phases set forth in the Design Professional Services Agreement between Design

Professional and Owner (“Design Agreement”), Construction Contractor shall provide Owner with detailed construction cost estimates with respect to those documents. Construction Contractor agrees to attend any and all design and preconstruction conferences and to otherwise assist and cooperate with Design Professional with respect to the design of the Project. Construction

Contractor shall provide all other services during the conducted during the Pre-Construction Phase of the Project as set forth in the Contract Documents (collectively, the “Pre-Construction Phase

Services”). The duration of the “Pre-Construction Phase” shall be defined in Section 7 of this

Agreement.

B. Construction Phase Services. After the Construction Documents have been sufficiently completed by Design Professional and approved by Owner for all of the Work (or such portions thereof as may be designated by Owner in writing), and Owner and Construction

Contractor have agreed in writing upon the guaranteed maximum price to be paid Construction

Contractor and the Contract Time for the Work (or designated portions thereof) as hereafter provided, Construction Contractor shall furnish and pay for all management, supervision, financing, labor, materials, tools, fuel, supplies, utilities, equipment and services of every kind and type necessary to diligently, timely and fully perform and complete in a good and workmanlike manner the construction of the Work (or designated portions thereof) in accordance with all of the terms and conditions of the Contract Documents (collectively, the “Construction Phase

Services”). For the avoidance of doubt, Construction Contractor shall have the responsibility to perform the Work and build the entire Project in accordance with the Construction Documents, except any work as may specifically be stated in the Contract Documents to be the responsibility of others. Construction Contractor shall not incur any cost to be reimbursed as part of the Cost of the Work, as defined in Section 5 hereof, prior to the commencement of the Construction Phase, unless Owner provides prior written authorization for such costs. Notwithstanding anything herein to the contrary, as and to the extent expressly directed and authorized by Owner in writing, Construction Contractor shall commence to construct those portions of the Work designated by

Owner even though the guaranteed maximum price and/or Contract Time for the entire Work has not yet been agreed to by the parties, so long as they have agreed in writing upon the compensation to be paid Construction Contractor and the performance time for such portion of the Work.

Section 3. Relationship of Parties

A. Construction Contractor accepts the relationship of trust and confidence established by this Agreement. Construction Contractor covenants with Owner to cooperate with Design

Professional; to utilize Construction Contractor’s best skill, efforts and judgment in furthering the interest of Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in the best way and the most expeditious and economical manner, consistent with the interests of Owner. Further, Construction

Contractor acknowledges that (i) it has represented to Owner that it has specific expertise in the planning, management, and construction of school facilities, and

(ii) that such representation is a material inducement to Owner to enter into the Contract.

Notwithstanding anything to the contrary in the Contract Documents, Construction Contractor is fully responsible to Owner for all duties of Construction Contractor under the Contract Documents, including the construction means, methods, techniques, sequences and procedures in performing the Work, for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract despite Construction Contractor’s delegation of the responsibility therefor to any of its subcontractors. In addition, if the Work required under the

Contract Documents requires Construction Contractor to subcontract with any party to provide any professional services constituting the practice of architecture, design, or engineering, Construction

Contractor shall be directly responsible to Owner for any portion of the Work so required. In no event shall Owner be deemed to have control over, charge of, or any responsibility for construction means, methods, techniques, sequences, or procedures or for safety precautions and programs in connection with the Work, notwithstanding any of the rights and authority granted Owner in the

Contract Documents. Upon issuance of Construction Notice to Proceed, Construction Contractor further agrees to attend the first available training session provided by DeKalb County School

District, Building Code Compliance Office at no cost and is obligated to ensure that representatives from each of the various trades who are involved in the inspection process attend the training session as well.

B. Wherever the terms of the Contract refer to some action, consent, or approval

(excluding approvals of Change Orders, Construction Change Directive or amendments to the

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 (to the extent such designee has been expressly authorized by Owner in writing), unless otherwise stated herein.

C. Owner may utilize the services of a Program Manager to assist it with the management of the design and construction of the Project. In the event Owner does utilize the services of a Program Manager with respect to this Project, Owner shall notify Construction

Contractor in writing of such decision and the Program Manager shall be deemed to be an Owner designee as referenced in Subsection 3.B. above. Further, to the extent Construction Contractor is required to name Owner as an additional insured under any insurance policy to be maintained by

Construction Contractor pursuant to the terms of the Contract Documents, Construction Contractor shall cause the Program Manager to also be named as an additional insured party under all such policies. The Program Manager shall be Owner’s representative with respect to the Project, with authority to transmit instructions, receive information, and interpret and define Owner’s policies and decisions with respect to the Work. However, except as may be otherwise expressly authorized in writing by Owner, the Program Manager is not authorized on behalf of Owner to issue any verbal or written orders or instructions to Construction Contractor that would have the effect, or be interpreted to have the effect, of amending or modifying the terms or conditions of the Contract

Documents or modifying or amending in any way whatever the: (1) scope or quality of Work to be performed and provided by Construction Contractor as set forth in the Contract Documents; (2) the time within which Construction Contractor is obligated to complete the Work; or (3) the amount of compensation Owner is obligated or committed to pay Construction Contractor as set forth in the

Contract Documents. Construction Contractor hereby designates ________________________ as its Project Manager, with full authority to bind and obligate Construction Contractor on all matters arising out of or relating to the Work or the Contract Documents. Construction Contractor shall ensure that the Project Manager devotes whatever time is required to satisfactorily manage the

Work and Construction Contractor will provide for such required amount of time in the Itemized

General Conditions Expenses Attachment to be attached to the GMP Amendment. The Project

Manager shall not be removed or replaced by Construction Contractor without Owner’s prior written approval, which approval shall not be unreasonably withheld.

D. Construction Contractor shall be acting as an independent contractor at all times during the performance of the Work and no provision in the Contract shall create an employment or agent relationship between the parties.

E. Construction Contractor represents and warrants the following to Owner (in addition to any other representations and warranties contained in the Contract Documents) as an inducement to Owner to execute this Agreement, which representations and warranties shall survive the execution and delivery of this Agreement, any termination of this Agreement and the final completion of the Work: (i) that it and, to the best of its knowledge, its subcontractors are financially solvent and possessed of sufficient working capital to complete the Work and perform all obligations hereunder; (ii) that it is authorized to do business in the State in which the Project is located and is properly licensed by all necessary governmental and public and quasi- public authorities having jurisdiction over it and over the Work and the Project; (iii) that its execution of this Agreement and all of the Contract Documents, and its performance thereof is within its duly authorized power; (iv) that its duly authorized representative has visited, or prior to the submission of Construction Contractor’s guaranteed maximum price proposal, will have visited the site of the

Project and is, or prior to the submission of the guaranteed maximum price proposal will be, familiar with the local and special conditions under which the Work is to be performed and has, or prior to the submission of the guaranteed maximum price proposal will have, correlated onsite observations with the requirements of the Contract Documents; and (v) that it possesses a high level of experience and expertise in the construction of projects of the size, complexity and nature of this particular Project and that it will perform the Work with the care, skill and diligence of such a contractor/construction manager.

Section 4. Contract Amount

In consideration of the full and faithful performance by Construction Contractor of the covenants in the Contract, Owner agrees to pay, or cause to be paid, to Construction Contractor the following amounts (herein “Contract Amount”), in accordance with the terms of the Contract:

A. Pre-Construction Phase Services. For all Pre-Construction Phase Services, including providing value engineering services, reviewing Construction Documents for constructability, assisting and meeting with Design Professional during the various design phases, and p repar ing cost estimates, Construction Contractor shall receive the fixed amount of

($ ) as the total lump sum compensation for its services. Additionally, Construction Contractor shall receive reimbursement, without mark-up, for actual amounts incurred by Construction Contractor for the reimbursable expense items specified in the Pre-Construction Phase Services Reimbursable Expense Proposal attached hereto and incorporated herein as Exhibit , , up to the “not to exceed amounts” specified for such items in Exhibit .. Monthly installment payments of the total lump sum compensation and reimbursement for reimbursable expense items specified on Exhibit (subject, however, to the

“not to exceed” caps on such items) shall be based upon the percent completion of the designated portion of the Pre-Construction Phase Services for each particular month as determined by Owner and an itemized statement of reimbursable expenses incurred for such month, respectively, and

Owner’s receipt of Construction Contractor’s written invoice for such payment. Construction

Contractor’s invoices shall be in a form reasonably acceptable to Owner and be accompanied by such other information, documentation, and materials as Owner may reasonably require. The final invoice shall not be submitted until either (i) the GMP Amendment is executed for the entire Work, or (ii) the parties fail to reach agreement on the GMP Amendment and Owner elects to terminate the Contract as provided in Section 4.B hereafter, whichever occurs first.

K. Construction Phase Services. With respect to the Construction Phase Services to be provided by Construction Contractor hereunder, Owner shall reimburse Construction

Contractor for the Cost of the Work (hereinafter defined) and pay Construction Contractor a fixed

Construction Management Fee calculated as a percentage based on the estimated Cost of the

Work. The Construction Management Fee and Cost of Work shall be estimated at the time the

GMP (hereinafter defined) is initially adopted by the parties. The “Construction Management

Fee” shall be Construction Contractor’s total compensation for all overhead not reimbursable as

Cost of the Work under Section 5.A. below, as well as Construction Contractor’s total profit for

Construction Phase Services. Within forty-five (45) days after the Owner’s deems the

Construction Documents sufficiently completed by the Design Professional and approved in writing by Owner, Construction Contractor agrees to provide Owner with a guaranteed maximum price proposal for the total sum of the Construction Management Fee plus the Cost of the Work.

To the extent that the Construction Documents are anticipated to require further development by

Design Professional, Construction Contractor shall provide in the guaranteed maximum price proposal for such further development consistent with the Contract Documents and reasonably inferable therefrom such that the guaranteed maximum price shall not be adjusted as a result of such further development of the Construction Documents. Such further development to be included in the guaranteed maximum price proposal does not include such things as changes in scope, systems, kinds, and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order, Construction Change Directive, or other method of adjustment available to Owner under the Contract Documents. The guaranteed maximum price proposal shall be based upon the previous cost estimates provided by Construction Contractor in its response to a request for qualifications issued by the Owner. Further, the proposal shall be broken down into the categories and level of detail required by Owner. Construction Contractor agrees that all of its books, records, and files, with respect to its development of the guaranteed maximum price proposal, shall be open to Owner for review and copying. The final guaranteed maximum price

(“GMP”) mutually agreed upon by Owner and Construction Contractor shall be set forth in the

GMP Amendment. The form for GMP Amendment is attached hereto as Exhibit M. Construction

Contractor shall provide a detailed breakdown in a format acceptable to Owner of its guaranteed maximum price proposal, as well as for the GMP. For each line item in the GMP, Construction

Contractor shall develop and maintain a written report which identifies and explains all variances and deviations from the bid amount originally submitted for that line item, to the final line-item price incorporated into the GMP. Construction Contractor guarantees that, in no event, shall the

Construction Management Fee and the total Cost of the Work exceed the GMP, as the GMP may be adjusted pursuant to the terms herein for Change Orders and Construction Change Directives.

To the extent the Construction Management Fee and Cost of the Work exceed the GMP, Construction Contractor shall bear such costs in excess of the GMP without reimbursement or additional compensation from Owner. In the event Construction Contractor and Owner fail to reach an agreement on the GMP, Owner may elect to terminate the Contract. In the event of any such termination, Construction Contractor shall be entitled to receive that portion of the Contract

Amount attributable to the Pre-Construction Phase Services earned through the date of termination plus that portion of any earned compensation associated with any Construction Phase Services provided, to the extent such services were expressly approved in advance in writing by Owner.

Notwithstanding the foregoing, Construction Contractor shall not be entitled to any further or additional compensation from Owner, including damages or lost profits on portions of the Work not performed.

Section 5. Cost of Work

A. Costs to be Reimbursed. The term Cost of the Work shall mean all costs necessarily and reasonably incurred by Construction Contractor in the proper performance of the

Construction Phase Services portion of the Work. Cost of the Work shall not include any costs ore expenses incurred by the Construction Contractor related to or incurred during the performance of the Pre-Construction Phase Services. Such costs shall be incurred at rates not higher than the standard industry rates paid at the place of the Project except with the prior written consent of

Owner only after Construction Contractor has provided sufficient support in writing that exceptional circumstances exist, which justify the payment of rates higher than the standard. Items of Work not included in this Subsection 5.A. are compensable only as part of the Construction

Management Fee and are otherwise not reimbursable. The Cost of the Work shall include only those items set forth below in this Subsection 5.A:

1. Labor Costs.

a. Wages of construction workers directly employed by Construction

Contractor to perform the construction of the Work at the Project site or, with Owner’s written agreement, at off-site workshops.

Costs to be reimbursed will be the actual wages paid to the individuals performing the work.

b. Wages or salaries of Construction Contractor’s supervisory and administrative personnel who are stationed at the Project site with

Owner’s written agreement.

c. Wages and salaries of Construction Contractor’s supervisory and administrative personnel engaged at factories, workshops or on the road in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work and only with Owner’s written agreement as in Subsection 5.A.1.b above.

d. The parties hereby establish the fixed markup rate of percent (%) for all labor burden, including all taxes, insurance

(except workers compensation and general liability), contributions, assessments and benefits required by law and collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations, and pensions, provided such markup is to apply only upon those wages and salaries included in the Cost of the Work under Subsections 5.A.1.a through A.1.c, above. Further, such labor burden shall not include amounts for items specified in Subsection

5.B.3 that are to be excluded from the Cost of the Work.

Construction Contractor’s “General Conditions” expenses, that are to be more particularly itemized in an Attachment to the GMP Amendment and incorporated therein by reference, are a lump sum to be paid as the Work progresses with each Application for Payment based on the percentage of completion. Many of the labor costs itemized in this Subsection 5.A.1 are included in General

Conditions’ expenses, whether or not specifically noted as such, and are not to be billed separately.

Construction Contractor shall promptly report to Owner any occasion in which the labor/payroll rates paid to personnel is lower than the estimated price included in the GMP Attachment for the General Conditions expense. Further, Owner reserves the right to audit Contractor’s payroll.

And Construction Contractor shall promptly make available to Owner all records necessary for such purpose.

2. Subcontract Costs . Payments made by Construction Contractor to subcontractors in accordance with the requirements of the applicable written subcontracts.

3. Cost of Materials and Equipment Incorporated into the Completed

Construction.

a. Costs, including transportation, of materials and equipment incorporated or to be incorporated in the completed construction.

b. Costs of materials described in Subsection 5.A.3.a, above, in excess of those actually installed but required to provide reasonable allowance for waste and for spoilage. Unused excess materials, if any, shall be handed over to Owner at the completion of the Work or, at Owner’s option, shall be sold by Construction Contractor;

amounts realized, if any, from such sales, shall be credited to Owner as a deduction from the Costs of the Work.

4. Costs of Other Materials and Equipment, Temporary Facilities and

Related Items.

a. Costs, including transportation, installation, maintenance, dismantling and removal, of materials, supplies, temporary facilities (including project field offices, furniture and fixtures), temporary utilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by Construction Contractor at the Project site and fully consumed in the performance of the Work; and costs less salvage value on such items if not fully consumed, whether sold to others or retained by Construction Contractor.

b. Rental charges, at standard industry rates for the area, for temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by

Construction Contractor at the Project site, whether rented from

Construction Contractor or others, and costs of transportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and quantities of all equipment rented, whether from

Construction Contractor or others, shall be subject to Owner’s prior written approval.

c. Cost of removal and proper disposal of debris from the Project site.

d. Costs of telegrams, long distance telephone calls, postage and parcel delivery charges and telephone service at the Project site and reasonable petty cash expenses of the Project site office.

e. That portion of the reasonable travel and subsistence expenses of

Construction Contractor’s personnel, assigned to the Project site, incurred while traveling outside of the Atlanta/DeKalb County metropolitan area in discharge of duties connected with the Work, provided all of such expenses and charges shall be subject to the prior written approval of Owner.

5. Miscellaneous Costs.

a. That portion of any separate premiums for (i) bonds directly attributable to the Contract, and (ii) any additional insurance coverages which are purchased by Construction Contractor, with Owner’s prior written approval, beyond the level of coverage specified herein.

b. Sales, use, or similar taxes imposed by a governmental authority which are related to the Work and for which Construction Contractor is liable.

c. Fees and assessments for the building permit and for other permits, licenses and inspections for which Construction Contractor is required by the Contract Documents to pay.

d. Fees of testing laboratories for tests required by the Contract

Documents, except those related to defective or nonconforming Work for which reimbursement is excluded pursuant to the terms of the

Contract.

e. Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents.

f. Deposits lost for causes other than Construction Contractor’s fault or negligence.

g. Legal, mediation and arbitration costs, other than those arising from disputes between Owner and Construction Contractor, reasonably incurred by Construction Contractor in performance of the Work and with Owner’s prior written consent, said consent to be given or denied in

Owner’s sole discretion.

h. Costs reasonably incurred in repairing or correcting damage or nonconforming Work executed by Construction Contractor, or its subcontractors or suppliers, provided that such damage or nonconforming Work was not caused by (i) the negligence or failure to…